COMMERCIAL MORTGAGE ACCEPTANCE CORP
8-K, 1997-12-05
ASSET-BACKED SECURITIES
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 8-K

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


Date of Report: December 3, 1997
(Date of earliest event reported)


                      Commercial Mortgage Acceptance Corp.
             -----------------------------------------------------
            (Exact name of registrant as specified in its charter)

     Delaware                    333-13725                     43-1681393
- -------------------------------------------------------------------------------
  (State or Other               (Commission                 (I.R.S. Employer
  Jurisdiction of               File Number)               Identification No.)
  Incorporation





              210 West 10th Street, Kansas City, Missouri 64105
- -------------------------------------------------------------------------------
              (Address of principal executive offices) (Zip Code)



      Registrant's telephone number, including area code: (816) 435-5000



<PAGE>



ITEM 5.       OTHER EVENTS.

                  Attached as exhibits to this Current Report are certain 
property appraisals (the "Property Appraisals") furnished to the Registrant 
in respect of the Registrant's proposed offering of the Commercial Mortgage
Pass-Through Certificates, Series 1997-ML1.

                  The Certificates will be offered pursuant to a Prospectus
and related Prospectus Supplement (together, the "Prospectus"), which will be
filed with the Commission pursuant to Rule 424 under the Securities Act of
1933, as amended (the "Act"). The offer and sale contemplated by the
Prospectus of the Certificates will be registered pursuant to the Act under
the Registrant's Registration Statement on Form S-3 (No. 333-13725) (the
"Registration Statement"). The Registrant hereby incorporates the Property 
Appraisals by reference in the Prospectus and the Registration Statement.



ITEM 7.       FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(c)  Exhibits

<TABLE>
<CAPTION>
      Item 601(a) of Regulation
            S-K Exhibit No.       Description
      -------------------------   -----------
     <S>                          <C>

                  99.1            Appraisal of Boronda Manor Apartments.
                  99.2            Appraisal of The Capri.
                  99.3            Appraisal of Dain Bosworth - Gaviidae Common I & II.
                  99.4            Appraisal of Nobhill Apartments.
                  99.5            Appraisal of Marina Playa Apartments.
                  99.6            Appraisal of Laurel Tree Apartments.
                  99.7            Appraisal of Copley Place.
                  99.8            Appraisal of Circles Phase I, II & III.
                  99.9            Appraisal of Westlake Apartments.
                  99.10           Appraisal of The Elms.



                         2
<PAGE>

                  99.11           Appraisal of Pine Grove Apartments.
                  99.12           Appraisal of Birch Creek Apartments.
                  99.13           Appraisal of One Orlando Center.
                  99.14           Appraisal of Heather Plaza Apartments.
                  99.15           Appraisal of Ritz-Carlton Hotel St. Louis.
                  99.16           Appraisal of Four Seasons Austin Hotel.
                  99.17           Appraisal of Tower 45.
                  99.18           Appraisal of Four Seasons Biltmore Hotel.
                  99.19           Appraisal of Liberty Plaza.
                  99.20           Appraisal of West Point Apartments.
                  99.21           Appraisal of Franklin Mills Mall.
                  99.22           Appraisal of Shilo Inn of Idaho Falls, Idaho.
                  99.23           Appraisal of Shilo Inn of Nampa Boulevard, Idaho.
                  99.24           Appraisal of Shilo Inn of Warrenton, Oregon.
                  99.25           Appraisal of Shilo Inn of Boise, Idaho.
                  99.26           Appraisal of Shilo Inn of Casper, Wyoming.
                  99.27           Appraisal of Shilo Inn of Yuma, Arizona.
                  99.28           Appraisal of Shilo Inn of Oakhurst, California.
                  99.29           Appraisal of Shilo Inn of Delano, California.
                  99.30           Appraisal of Shilo Inn of Pomona, California.
                  99.31           Appraisal of Shilo Inn of Richland, Washington.
                  99.32           Appraisal of Shilo Inn of Spokane, Washington.
                  99.33           Appraisal of Shilo Inn of Dalles, Oregon.
                  99.34           Appraisal of Shilo Inn of Grant's Pass, Oregon.
                  99.35           Appraisal of Shilo Inn of Portland, Oregon.
                  99.36           Appraisal of Shilo Inn of Newport, Oregon.
                  99.37           Appraisal of Shilo Inn of Washington Square, Oregon.
                  99.38           Appraisal of Shilo Inn of Lincoln, Nebraska.
                  99.39           Appraisal of Bi-Lo Center.
                  99.40           Appraisal of One Main Place.
                  99.41           Appraisal of Chicot Crossing.
                  99.42           Appraisal of River Square.
                  99.43           Appraisal of Clanton Marketplace.
                  99.44           Appraisal of Nine Mile Plaza.
                  99.45           Appraisal of Hollywood Video (Franklin, TN).
                  99.46           Appraisal of North Plaza Apartments.
                  99.47           Appraisal of Harding Park Apartments.
                  99.48           Appraisal of 29 North.
                  99.49           Appraisal of 59 West.
                  99.50           Appraisal of Betts Crossing.
                  99.51           Appraisal of Greenbrier Station.
                  99.52           Appraisal of Mandeville Marketplace.
                  99.53           Appraisal of Opp Marketplace.
                  99.54           Appraisal of Parker Center.
                  99.55           Appraisal of Russell Crossing.
                  99.56           Appraisal of The "Y".
                  99.57           Appraisal of Franklin Center.
                  99.58           Appraisal of Brownsville Place.
                  99.59           Appraisal of Delchamps Plaza.
                  99.60           Appraisal of Hollywood Video (Paducah, KY).

</TABLE>




                                       3
<PAGE>



                                        Pursuant to the requirements of the
                                        Securities Exchange Act of 1934, the
                                        Registrant has duly caused this report
                                        to be signed on behalf of the
                                        Registrant by the undersigned thereunto
                                        duly authorized.

                                        COMMERCIAL MORTGAGE ACCEPTANCE CORP.


                                        By: /s/ Leon E. Bergman
                                               ------------------------------
                                          Name: Leon E. Bergman
                                          Title: Executive Vice President

Date:  December 3, 1997


                                       4
<PAGE>

                             EXHIBIT INDEX

<TABLE>
<CAPTION>
      Item 601(a) of Regulation
            S-K Exhibit No.       Description
      -------------------------   -----------
     <S>                          <C>

                  99.1            Appraisal of Boronda Manor Apartments.
                  99.2            Appraisal of The Capri.
                  99.3            Appraisal of Dain Bosworth - Gaviidae Common I & II.
                  99.4            Appraisal of Nobhill Apartments.
                  99.5            Appraisal of Marina Playa Apartments.
                  99.6            Appraisal of Laurel Tree Apartments.
                  99.7            Appraisal of Copley Place.
                  99.8            Appraisal of Circles Phase I, II & III.
                  99.9            Appraisal of Westlake Apartments.
                  99.10           Appraisal of The Elms.
                  99.11           Appraisal of Pine Grove Apartments.
                  99.12           Appraisal of Birch Creek Apartments.
                  99.13           Appraisal of One Orlando Center.
                  99.14           Appraisal of Heather Plaza Apartments.
                  99.15           Appraisal of Ritz-Carlton Hotel St. Louis.
                  99.16           Appraisal of Four Seasons Austin Hotel.
                  99.17           Appraisal of Tower 45.
                  99.18           Appraisal of Four Seasons Biltmore Hotel.
                  99.19           Appraisal of Liberty Plaza.
                  99.20           Appraisal of West Point Apartments.
                  99.21           Appraisal of Franklin Mills Mall.
                  99.22           Appraisal of Shilo Inn of Idaho Falls, Idaho.
                  99.23           Appraisal of Shilo Inn of Nampa Boulevard, Idaho.
                  99.24           Appraisal of Shilo Inn of Warrenton, Oregon.
                  99.25           Appraisal of Shilo Inn of Boise, Idaho.
                  99.26           Appraisal of Shilo Inn of Casper, Wyoming.
                  99.27           Appraisal of Shilo Inn of Yuma, Arizona.
                  99.28           Appraisal of Shilo Inn of Oakhurst, California.
                  99.29           Appraisal of Shilo Inn of Delano, California.
                  99.30           Appraisal of Shilo Inn of Pomona, California.
                  99.31           Appraisal of Shilo Inn of Richland, Washington.
                  99.32           Appraisal of Shilo Inn of Spokane, Washington.
                  99.33           Appraisal of Shilo Inn of Dalles, Oregon.
                  99.34           Appraisal of Shilo Inn of Grant's Pass, Oregon.
                  99.35           Appraisal of Shilo Inn of Portland, Oregon.
                  99.36           Appraisal of Shilo Inn of Newport, Oregon.
                  99.37           Appraisal of Shilo Inn of Washington Square, Oregon.
                  99.38           Appraisal of Shilo Inn of Lincoln, Nebraska.
                  99.39           Appraisal of Bi-Lo Center.
                  99.40           Appraisal of One Main Place.
                  99.41           Appraisal of Chicot Crossing.
                  99.42           Appraisal of River Square.
                  99.43           Appraisal of Clanton Marketplace.
                  99.44           Appraisal of Nine Mile Plaza.
                  99.45           Appraisal of Hollywood Video (Franklin, TN).
                  99.46           Appraisal of North Plaza Apartments.
                  99.47           Appraisal of Harding Park Apartments.
                  99.48           Appraisal of 29 North.
                  99.49           Appraisal of 59 West.
                  99.50           Appraisal of Betts Crossing.
                  99.51           Appraisal of Greenbrier Station.
                  99.52           Appraisal of Mandeville Marketplace.
                  99.53           Appraisal of Opp Marketplace.
                  99.54           Appraisal of Parker Center.
                  99.55           Appraisal of Russell Crossing.
                  99.56           Appraisal of The "Y".
                  99.57           Appraisal of Franklin Center.
                  99.58           Appraisal of Brownsville Place.
                  99.59           Appraisal of Delchamps Plaza.
                  99.60           Appraisal of Hollywood Video (Paducah, KY).

                                   5
</TABLE>


                                   DISCLAIMER

The appraisal report appearing below is addressed to NationsBank of Texas, N.A.
("NationsBank"). NationsBank does not represent that the presumptions or
conclusions in the appraisals are relevant or accurate and does not endorse the
conclusions set forth in the appraisal. Any value, presumption, or conclusion
regarding the property or properties appraised in the report must be verified
independently of NationsBank. This appraisal has not been approved by
NationsBank and is being transmitted without representation and warranty of
NationsBank.
<PAGE>
                               ARTHUR ANDERSEN LLP

                            VALUATION SERVICES GROUP

                                  Appraisal of
                            Boronda Manor Apartments
                             2073 Santa Rita Street
                               Salinas, California
                             As of November 19, 1997
                                       For
                                  Merrill Lynch

                                       By
                               Arthur Andersen LLP
                            San Francisco, California
<PAGE>

                         [LETTERHEAD OF ARTHUR ANDERSEN]

November 26, 1997
Mr. Anthony N. Rokovich
Merrill Lynch
Corporate and Institutional Client Group
World Financial Center
New York, NY 10281-1326

RE: Appraisal Report
    Boronda Manor Apartments
    2073 Santa Rita Street
    Salinas, California

Dear Mr. Rokovich:

As you requested, we have inspected and appraised the above referenced property.
A description of the property appraised, together with explanations of the
appraisal procedures used, are presented in the body of this report.

The purpose of this appraisal is to estimate the market value of the fee simple
interest in the real estate, subject to the definition of market value, the
general assumptions and limiting conditions, and the certification as set forth
in this appraisal report. The intended use of the appraisal is for
securitization purposes for Merrill Lynch. We have not been engaged to make
specific purchase or sale recommendations. Our work is designed solely to
provide information that will allow you to make an informed decision.

This appraisal has been prepared in accordance with the Code of Professional
Ethics and Standards of Professional Practice set forth by the Appraisal
Institute and the Uniform Standards of Professional Appraisal Practice (USPAP)
adopted by the Appraisal Foundation and FIRREA standards. This report may not be
included or referred to in any Securities and Exchange Commission filing or
other public document.

Based upon the data and conclusions presented in the attached report, it is our
opinion that the fee simple market value of the subject, as of November 19,
1997, is:

                  EIGHT MILLION SEVEN HUNDRED THOUSAND DOLLARS

                                   $8,700,000

The following report contains a study and analysis of data and other material
upon which our value conclusions have been predicated.

Respectfully submitted,


/s/ Arthur Andersen LLP
<PAGE>

                                                               TABLE OF CONTENTS
- --------------------------------------------------------------------------------

LETTER OF TRANSMITTAL........................................................i

SUMMARY OF SALIENT FACTS AND CONCLUSIONS....................................iv

CERTIFICATION................................................................v

GENERAL ASSUMPTIONS AND LIMITING CONDITIONS.................................vi

INTRODUCTION.................................................................1
    Property Identification..................................................1
    Purpose and Date of Appraisal............................................1
    Intended Use of the Appraisal............................................1
    Extent of Data Collection................................................1
    Scope of the Assignment..................................................2
    Competency Provision.....................................................2
    Property Rights Appraised/Definition of Fee Simple Estate................2
    Definition of Market Value...............................................3
    Ownership History........................................................3

AREA AND SUBJECT DESCRIPTION.................................................4
    Area Description.........................................................4
    Area Map.................................................................4
    Apartment Market Overview of Monterey County/Salinas
California...................................................................8
    Neighborhood Description................................................11
    Neighborhood Map........................................................13
    Site Description........................................................14
    Tax Map.................................................................16
    Zoning..................................................................17
    Zoning Map..............................................................18
    Legal Description.......................................................19
    Summary of Site.........................................................19
    Building Improvement Description........................................19
    Real Estate Taxes and Assessments.......................................22

HIGHEST AND BEST USE........................................................23
    As Vacant...............................................................23
    As Improved.............................................................23

VALUATION...................................................................25

SALES COMPARISON APPROACH...................................................27
    Adjustments.............................................................27
    Comparable Sales Adjustment Grid........................................29
    Comparable Sales Map....................................................33
    Summary of Sales Comparison Approach....................................34

INCOME CAPITALIZATION APPROACH..............................................35
    Direct Capitalization...................................................35
    Property Income Analysis................................................36
    Comparable Rentals Analysis Chart.......................................39


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    ii
<PAGE>

                                                               TABLE OF CONTENTS
- --------------------------------------------------------------------------------

    Comparable Rentals Map..................................................40
    Property Expense Analysis...............................................44
    Subject's Historical Expenses...........................................45

    Overall Capitalization Rates............................................46
    Income Capitalization Approach Conclusion...............................47
    The Direct Capitalization Model.........................................48

RECONCILIATION AND FINAL VALUE ESTIMATE.....................................49

ADDENDA.....................................................................50


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group   iii
<PAGE>

                                        SUMMARY OF SALIENT FACTS AND CONCLUSIONS
- --------------------------------------------------------------------------------

SUMMARY OF SALIENT FACTS AND CONCLUSIONS

Name:                                       Boronda Manor Apartments

Location:                                   2073 Santa Rita Street
                                            Salinas, California 93906

Owner of Record:                            CMP-1 LLC

Site Data

   Land Area:                               7.54 acres (approximately 328,442
                                            square feet on three legal,
                                            contiguous parcels)

   Property Tax Identification:             253-111-018, -019, -020

   Zoning:                                  (R-H-2.3) High Density Residential
                                            District

Improvement Data

Building Type:                              The subject consists of 207
                                            apartment units, housed in 22
                                            two-story, garden apartment
                                            buildings. The property is gated and
                                            contains laundry facilities and
                                            covered parking, but no other common
                                            amenities.

Building Area:                              The twenty-two buildings contain a
                                            total net rentable area of
                                            approximately 125,787 square feet,
                                            or about 608 square feet per unit.

Year Completed:                             The subject property was constructed
                                            during 1978/79 and has undergone
                                            periodic renovations since that
                                            time.

Highest and Best Use:                       As vacant, for development of a
                                            garden apartment complex. As
                                            improved, continued use as a garden
                                            apartment complex.

Existing Leases:                            The subject property is currently
                                            subject to short-term leases for
                                            each rental unit.

Purpose of Appraisal:                       To estimate the market value
                                            of the fee simple interest
                                            for the subject property.

Value Estimates

   Cost Approach:                           N/A
   Sales Comparison Approach:               $9,100,000
   Income Capitalization Approach:          $8,600,000
   Value Conclusion:                        $8,700,000

Date of Value:                              November 19, 1997


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    iv
<PAGE>

                                CERTIFICATION AND
                               LIMITING CONDITIONS
<PAGE>

CERTIFICATION AND LIMITING CONDITIONS

                                                                   CERTIFICATION
- --------------------------------------------------------------------------------

CERTIFICATION

We, certify that, to the best of our knowledge and belief:

1.    The statements of fact contained in this report are true and correct.

2.    The reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions, and is our personal unbiased
      professional analyses, opinions, and conclusions.

3.    We have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved.

4.    Our compensation is not contingent on an action or event resulting from
      the analyses, opinions, or conclusions in, or the use of, this report.
      Further, this appraisal assignment was not based on a requested minimum
      valuation, a specific valuation, or the approval of a loan.

5.    Devlin W. Gardella made a personal inspection of the property that is the
      subject of this report on November 19, 1997. James Gavin did not inspect
      this property. The value date is November 19, 1997, coinciding with our
      inspection date.

6.    No one provided significant professional assistance to the person(s)
      signing this report.

7.    We certify that to the best of our knowledge and belief, the reported
      analyses, opinions and conclusions were developed, and this report has
      been prepared, in conformity with the requirements of the Uniform
      Standards of Professional Appraisal Practice (USPAP) adopted by the
      Appraisal Foundation and the Code of Professional Ethics and Standards of
      Professional Practice of the Appraisal Institute and FIRREA standards.

8.    We certify that the use of this report is subject to the requirements of
      the Appraisal Institute relating to the review by its duly authorized
      representatives.

9.    As of the date of this report, James Gavin, MAI has completed the
      requirements of the continuing education program of the Appraisal
      Institute.


/s/ James Gavin                 /s/ Devlin W. Gardella
- ------------------------------  ------------------------------
James Gavin, MAI                Devlin W. Gardella T-6
Principal, Valuation Services   Manager, Valuation Services
State of California             State of California
Certified General Appraiser     Certified General Appraiser
License No. AG005296            License No. AG025486


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group     v
<PAGE>

                                                             LIMITING CONDITIONS
- --------------------------------------------------------------------------------

GENERAL ASSUMPTIONS AND LIMITING CONDITIONS

This appraisal study report is subject to the following general assumptions and
limiting conditions:

      1.    No investigation has been made of, and no responsibility is assumed
            for, the legal description of the property being valued or legal
            matters, including title or encumbrances. Title to the property is
            assumed to be good and marketable unless otherwise stated. The
            property is assumed to be free and clear of any liens, easements or
            encumbrances unless otherwise stated.

      2.    Information furnished by others, upon which all or portions of this
            appraisal is based, is believed to be reliable, but has not been
            verified in all cases. No warranty is given as to the accuracy of
            such information.

      3.    It is assumed that all required licenses, certificates of occupancy,
            consents or other legislative or administrative authority from any
            local state, or national government or private entity or
            organization have been or can readily be obtained or renewed for any
            use on which the value estimate contained in this report is based.

      4.    Full compliance with all applicable federal, state and local zoning,
            use, occupancy, environmental and similar laws and regulations is
            assumed, unless otherwise stated.

      5.    No responsibility is taken for changes in market conditions and no
            obligation is assumed to revise this report to reflect events or
            conditions which occur subsequent to the appraisal date thereof.

      6.    The opinion of value is predicated on the financial structure
            prevailing as of the date of this appraisal.

      7.    Responsible ownership and competent property management are assumed.

      8.    Areas and dimensions of the property were obtained from sources
            believed to be reliable. Maps or sketches included in this report
            are only to assist the reader in visualizing the property and no
            responsibility is assumed for their accuracy. No independent surveys
            were conducted.

      9.    It is assumed that there are no hidden or unapparent conditions of
            the property, subsoil, or structures that render it more or less
            valuable. No responsibility is assumed for such conditions or for
            arranging engineering studies that may be required to discover them.
            Please refer to the following special assumptions.

      10.   No soil analysis or geological studies were ordered or made in
            conjunction with this report, nor was an investigation made of any
            water, oil, gas, coal, or other subsurface mineral and use rights or
            conditions.

      11.   Neither Arthur Andersen nor any individual signing or associated
            with this report shall be required by reason of this report to give
            further consultation, provide testimony, or appear in court or other
            legal proceedings unless specific arrangements therefore have been
            made.


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    vi
<PAGE>

                                                             LIMITING CONDITIONS
- --------------------------------------------------------------------------------

      12.   This report has been made only for the purpose stated and shall not
            be used for any other purpose. Neither this report nor any portions
            thereof (including, without limitation, any conclusions, the
            identity of Arthur Andersen or any individuals signing or associated
            with this report, or the professional associations or organizations
            with which they are affiliated) shall be disseminated to third
            parties by any means without the prior written consent and approval
            of Arthur Andersen.

      13.   The date of value to which the opinion expressed in this report
            applies is set forth in the opinion letter at the front of this
            report. Our value opinion is based on the purchasing power of the
            United States dollar as of that date.

      14.   Unless otherwise stated in this report, no hazardous material, which
            may or may not be present on or near the property, was observed. We
            have no knowledge of the existence of such materials on, or in, the
            property; however, we are not qualified to detect such substances.
            The presence of potentially hazardous substances such as asbestos,
            urea-formaldehyde foam insulation, or industrial wastes may affect
            the value of the property. The value estimate herein is predicated
            on the assumption that there is no such material on, in, or near the
            property that would cause a loss in value. No responsibility is
            assumed for any such conditions or for any expertise or engineering
            knowledge required to discover them. The client should retain an
            expert in this field if further information is desired.

      15.   This appraisal has been made in conformance with the Uniform
            Standards of Professional Appraisal Practice of The Appraisal
            Foundation.

      16.   The allocation in this report of the total valuation among
            components of the property applies only to the program of
            utilization stated in this report. The separate values for any
            components may not be applicable for any other purpose and must not
            be used in conjunction with any other appraisal.

      17.   This report may not be included or referred to in any Securities and
            Exchange Commission filing or other public document.

      18.   Since earthquakes are not uncommon in the subjects' areas, no
            responsibility is assumed due to their possible effect on individual
            properties unless detailed geologic reports are made available. No
            current report has been provided to the appraisers.

      19.   The Americans with Disabilities Act ("ADA") became effective January
            26, 1992. We have not made a specific compliance survey and analysis
            of this property to determine whether or not it is in conformity
            with the various detailed requirements of the ADA. It is possible
            that a compliance survey of the property, together with a detailed
            analysis of the requirements of the ADA, could reveal that the
            property is not in compliance with one or more of the requirements
            of the Act. If so, this fact could have a negative effect upon the
            value of the property. Since we have no direct evidence relating to
            this issue, we did not consider possible non-compliance with the
            requirements of ADA in estimating the value of the property.

      20.   The client shall indemnify and hold harmless Arthur Andersen LLP and
            its personnel from and against any claims, liabilities, costs and
            expenses (including, without


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group   vii
<PAGE>

                                                             LIMITING CONDITIONS
- --------------------------------------------------------------------------------

            limitation, attorney's fees and the time of Arthur Andersen LLP
            personnel involved) brought against, paid or recurred by Arthur
            Andersen LLP at any time and in any way arising out of or relating
            to Arthur Andersen LLP services under this letter, except to the
            extent finally determined to have resulted from the gross negligence
            or willful misconduct of Arthur Andersen LLP personnel. This
            provision shall survive the termination of this agreement for any
            reason.

      21.   Arthur Andersen LLP maximum liability relating to services rendered
            under this letter (regardless of form of action, whether in
            contract, negligence or otherwise) shall be limited to the charges
            paid to Arthur Andersen LLP for the portion of its services or work
            products giving rise to liability. In no event shall Arthur Andersen
            LLP be liable for consequential, special incidental or punitive
            loss, damage or expense (including without limitation, lost profits,
            opportunity costs, etc.) even if it has been advised of their
            possible existence.


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group  viii
<PAGE>

                                  INTRODUCTION
<PAGE>

                                                                    INTRODUCTION
- --------------------------------------------------------------------------------

Property Identification

The subject property, located at 2073 Santa Rita Street, Salinas, California, is
situated at the terminus of Santa Rita and Swaner Streets, just east of North
Main Street and north of Boronda Road. The property, comprised of 7.54 acres, is
improved with a 207-unit garden apartment complex.

Purpose and Date of Appraisal

The purpose of the appraisal is to estimate the market value of the fee simple
interest in the subject property. This report has been prepared for Merrill
Lynch for internal purposes and may not be disseminated to a third party without
the prior written consent of Arthur Andersen LLP. We have not been engaged to
make specific purchase or sale recommendations. Our work is designed solely to
provide information that will allow you to make an informed decision.

Intended Use of the Appraisal

It is understood that the function of this report is for use by Merrill Lynch
for securitization purposes.

Extent of Data Collection

As part of this assignment, the appraisers made a number of independent
investigations and analyses. In conducting our investigation, various
governmental planning agencies were contacted for demographic data, land
policies, trends and growth estimates. Neighborhood data was supplemented by
physical inspection of the defined area. All phases of the competitive market
were analyzed for past trends and current data.

A diligent search for comparable data was conducted, and sale and rental
information was obtained from public and private sources. The comparable
information was within the property's market area and was analyzed and adjusted,
where necessary, for deriving value indications by the Sales Comparison Approach
and Income Approach. The approaches to value considered applicable in this
report are discussed in detail within each individual section. The valuation is
based upon the findings contained in this report and is subject to all the
assumptions and limiting conditions contained herein.


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group     1
<PAGE>

                                                                    INTRODUCTION
- --------------------------------------------------------------------------------

Scope of the Assignment

This report is a complete, self-contained appraisal which has been prepared in
accordance with the Code of Professional Ethics and Standards of Professional
Practice set forth by the Appraisal Institute, and the Uniform Standards of
Professional Appraisal Practice (USPAP) as adopted by the Appraisal Foundation
and FIRREA standards.

In order to arrive at a value indication for the subject, we have investigated
the general economy of Monterey County, and the Salinas Metropolitan Area. The
subject was physically inspected, resulting in the site and building improvement
descriptions presented within this report. The legal and physical factors of the
property enabled us to determine the highest and best use of the subject as
vacant and improved.

Based upon the highest and best use of the subject, we have prepared a valuation
considering the Sales Comparison Approach and the Income Capitalization
Approach. Under these approaches, we have investigated numerous rental
comparables and improved sales within Monterey County and the surrounding area.

The appraisal assignment was not based on a requested minimum valuation, a
specific valuation or the approval of a loan.

Competency Provision

We have the knowledge and experience to complete this appraisal assignment and
have appraised this property type before.

Property Rights Appraised/Definition of Fee Simple Estate

The property rights being appraised are the fee simple interest. A Fee Simple
Estate is defined by The Dictionary of Real Estate Appraisal (1993), published
by the Appraisal Institute, as follows:

      "An absolute ownership unencumbered by any other interest or estate,
      subject only to the limitations imposed by the governmental powers of
      taxation, eminent domain, police power and escheat."


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group     2
<PAGE>

                                                                    INTRODUCTION
- --------------------------------------------------------------------------------

Definition of Market Value

The following definition of market value as adopted by the Appraisal Foundation
in the Uniform Standards of Professional Appraisal Practice is as follows:

      "The most probable price which a property should bring in a competitive
      and open market under all conditions requisite to a fair sale, the buyer
      and seller each acting prudently and knowledgeably, and assuming the price
      is not affected by undue stimulus.

      Implicit in this definition is the consummation of a sale as of a
      specified date and the passing of title from seller to buyer under
      conditions whereby:

      1.    buyer and seller are typically motivated;

      2.    both parties are well informed or well advised, and acting in what
            they consider their own best interests;

      3.    a reasonable time is allowed for exposure in the open market;

      4.    payment is made in terms of cash in U.S. dollars or in terms of
            financial arrangements comparable thereto; and

      5.    The price represents the normal consideration for the property sold
            unaffected by special or creative financing or sales concessions
            granted by anyone associated with the sale."

      Source: Uniform Standards of Professional Appraisal Practice (USPAP) 1994.

Ownership History

According to public records, the subject is owned by CMP-1 LLC. The current
owner is a partnership of American Apartment Communities and JH Realty
Investments, who purchased the subject property on October 30, 1996 as part of a
bulk sale transaction that included eighteen apartment complexes, three
commercial properties, four private homes and a trailer park. Of the total
transaction price, $7,861,000 were allocated to the subject, which equates to
approximately $38,000 per unit. Since acquisition, nearly $65,000 were invested
on a wide variety of small projects.

No other market transactions have been recorded over the last three years.
Reportedly, there are no pending purchases of the property.


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                                   DESCRIPTION
<PAGE>

                                                    AREA AND SUBJECT DESCRIPTION
- --------------------------------------------------------------------------------

Area Description

Introduction

The subject property is located about half a mile inside the northern city
limits of Salinas (very near the Boronda Road/Highway 101 interchange). The city
of Salinas is located 8 miles inland from Monterey Bay, 18 miles northeast of
the Monterey Peninsula, 101 miles south of San Francisco and 325 miles north of
Los Angeles and occupies the northern third of the Salinas Valley, which is
situated between the Gabilan mountain range on the east and the Santa Lucia
range on the west.

The Salinas Valley ranges from 10 to 20 miles wide and about 150 miles long.
Aside from the city of Salinas, and a number of smaller and rapidly growing
towns spread along the Highway 101 corridor (101 runs the length of the Valley),
Salinas Valley contains roughly 640,000 acres of farmland. Given the vast amount
of farmland surrounding Salinas, it should come as no surprise that agriculture
is the area's principal industry. However, because Salinas is the county seat,
the services and government sector present the largest industry within the city
limits, claiming more than half the local workforce.

Population

Salinas is the largest city in Monterey County with a 1996 population of 122,390
or about a third of the County's 1996 population of 370,996. The Association of
Monterey Bay Area Governments (AMBAG) projects that the populations of Salinas
and Monterey County for the year 2000 will be 138,271 and 394,171 respectively.
These projections represent about a 3% annual increase for Salinas and about a
1.5 % annual increase for Monterey County.

According to the June 1997 "Community Profile," offered by the city of Salinas,
51% of the population are Hispanic and 39% are Caucasian. Only about 10% of the
population are Asian (7%), African American (2%) and Native American (1%); thus,
Salinas is not very diverse, ethnically. As of the 1990 federal census, the
median age in Salinas was just under 28 years and haft the population was
female.

Employment

As noted earlier, agriculture and agricultural-related businesses comprise the
bulk of Monterey County's employment base. Salinas serves as the County's center
for agricultural, industrial, financial and governmental activities. In fact,
the retail and services industry are providing more jobs across the county. The
Employment Development Department projects non-agricultural employment to total
117,398 in 1998 (a change of 8,004, or about a 7% increase), led by 3,800 added


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jobs in service businesses, 2,100 more jobs in retail trade and health services
and 400 new construction jobs. Although total non- agricultural jobs are
expected to increase, the Salinas unemployment rate raised from 8.1% in June
1996 to 18.4% in January 1997, largely due to the seasonal, migratory labor
force associated with the agricultural based. Note that the seasonality
associated with the unemployment rate is typical. Below is a table of the major
employers in Salinas

        Major Employers in Salinas - Source: Salinas Chamber of Commerce
================================================================================
Agricultural
Dole Fresh Vegetable Company                                              35,000
Tanimura & Antle                                                           1,900
Fresh International                                                        1,600
D'Arrigo Brothers                                                          1,200
Fresh Western Marketing                                                      850
Mann Packing Company                                                         745
Fresh Choice                                                                 370
Sea Mist Farms                                                               180
Merrill Farms                                                                157
The Nunes-Company                                                            135

Manufacturing
Integrated Device Technology, Inc.                                           520
McCormick & Company (Schilling)                                              400
Radionics                                                                    220
J. M. Smucker Company                                                        200
Stone Container Corp.                                                        180
National Refractories                                                        176
Weyerhaeuser                                                                 155
The Californian                                                              150
Royal Packing Company                                                        150
The Lantis Corporation                                                       135

Non-Manufacturing
County of Monterey                                                         3,342
Household of Monterey                                                      2,000
Salinas Valley Memorial Hospital                                           1,500
Salinas Union High School District                                         1,400
Salinas City Elementary School District                                      800
Natividad Medical Center                                                     790
City of Salinas                                                              584
Alisal School District                                                       550
Pacific Bell                                                                 373
Social Security Teleservice Center                                           315
Hartnell College                                                             235
Pacific Gas & Electric                                                       205
================================================================================


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Agriculture

The earth-rich Salinas Valley, coupled with the year-round mild climate, has
allowed Monterey County to be the largest producer of fresh vegetables as
compared to any other county in the United States. In fact, Monterey County
produces about 80 percent of the nation's artichokes and lettuce, 73 percent of
its broccoli, slightly more than half of its cauliflower and almost haft of the
nation's spinach. Additionally, the Salinas Valley recently produced more than
82 thousand tons of wine grapes, ranking it 13th in California. In 1995,
Monterey County exported more than 680.5 million tons of produce (primarily to
Southeast Asia, Canada and Mexico), representing a substantial increase over
1994 and 1993 totals (about 570.5 and 592.4 million tons, respectively).

Effective Buying Income

As of the 1990 census, the mean household incomes for Salinas and Monterey
County were $36,278 and $43,185 respectively. This means that Salinas effective
buying income was nearly 20 percent below the county's average. Salinas' June
1997 "Community Profile" reports the median family income (four person
household) to be $45,600, which translates to an approximate 3.3 percent annual
increase since 1990. A comparable statistic for Monterey County was not
available.

Conclusion

Salinas' economy is fueled primarily by the agriculture industry, secondarily by
the public sector as it is the county seat. Due to the prevalence and nature of
the agriculture industry, unemployment tends to be seasonal and wages less than
the average. The Chamber of Commerce anticipates that most of the growth will
occur to the northeast of the city (adjacent to the subject's neighborhood), as
they hope to position Salinas as the "crossroads" for the Valley.


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                                [GRAPHIC OMITTED]

                               [AREA MAP OMITTED]


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Apartment Market Overview of Monterey County/Salinas California

For our market overview, we have relied on a survey conducted by RealFacts as of
September 1997. Although the survey is not exhaustive, it includes 23 complexes
totaling more than 3,200 units for Monterey County and 9 complexes totaling more
than 2,000 units for Salinas. The survey focuses on complexes containing at
least 40 units and deemed to be institutional investment-grade properties. In
this survey, Monterey County includes the cities of Monterey, Pacific Grove and
Salinas, representing about 27%, 10% and 63% of the total, respectively. The
following table summarizes the survey's inventory characteristics as compared to
the subject property.

     Multi-Family Housing Survey - Source: RealFacts & JH Management Company

================================================================================
Characteristic                            Monterey Co.    Salinas       Subject
- --------------                            ------------    -------       -------
Number of Complexes                            23            9            n/a
Total Unit Inventory                         3,241         2,033          n/a
Average Number of Units per Complex           141           226           207
Average Occupancy Rate                       95.8%         94.4%         94.2%
Earliest Year Built                           1961          1974          n/a
Latest Year Built                             1990          1988          n/a
Average Year Built                            1975          1983        1978/79
================================================================================

The collective unit mix for Monterey County consisted predominantly of one- and
two-bedroom units (only about 3% were studios and about 2% were three-bedroom
units). As for Salinas, the collective unit mix contained no studio units and
less than 3% were three-bedroom units. The survey reported the following average
unit sizes and average rents per square foot (we include the subject information
for comparison purposes):

      Monterey County -    864 square feet     $1.00 per square foot
      Salinas -            962 square feet     $0.92 per square foot
      Subject -            608 square feet     $1.01 per square foot

The charts on the following page compare average rents (for all units surveyed)
with average occupancies for Monterey County and Salinas over the two-year
period (by quarter) prior to the survey.


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 Monterey County Average Rents vs. Average Occupancies from 4th Qtr 1995 to 3rd
                                    Qtr 1997

                              [LINE GRAPH OMITTED]

                Source: Real Facts - Compiled by Arthur Andersen

As rents have gradually increased across Monterey County, occupancies have
stabilized between 95 and 96 percent. The trend for rents continues to increase
despite stabilizing occupancies, which continue to remain at a fairly high
level.

Salinas Average Rents vs. Average Occupancies from 4th Qtr 1995 to 3rd Qtr 1997

                              [LINE GRAPH OMITTED]

                Source: Real Facts - Compiled by Arthur Andersen

In Salinas, rents were substantially increased from the first quarter of 1996 to
the second quarter of 1996. Within a three-month period, the market reacted by a
corresponding drop in occupancy levels, albeit from a high mark. Rents tapered
slightly before continuing their upward trend, while local occupancies hovered
between 94 and 95 percent.


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New Construction

Currently, multi-family apartment units and condominiums account for about 34
percent of Salinas's housing stock, which totals 35,502 units. By the year 2000,
several new housing developments will bring thousands more to Salinas:

      1.    The Harden Ranch subdivision in north Salinas includes 1,683
            single-family homes, 719 multi-family units and designated areas for
            churches, schools and a park.

      2.    The Creekbridge project comprises 1,000 single- and 1,030
            multi-family units.

      3.    The Williams Ranch subdivision in east Salinas is slated for 1,551
            homes and 519 condominiums and/or apartment units.

The only growth restrictions present are certain agricultural lands bordering
the city limits. Salinas's master plan prohibits city officials from considering
new projects (commercial or residential) to the south or west of the city's
borders. The subject is located at the city's northern limits, an area primed
for future expansion. Although there are no current plans for new commercial
construction in the subject's area, single-family lots/homes are being offered
in the Harden Ranch subdivision.

Conclusion

The local apartment market seems fairly tight, as rents continue to increase
while occupancies remain mostly stable near 95 percent. As new units are added
to the supply over the next few years, area rents should soften slightly with
occupancies feeling some pressure as well. However, there are many older
complexes included in the local supply that could capture higher rents now if
they were better positioned via capital investments (painting) or operational
expenditures (added security).


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Neighborhood Description

The Boronda Manor Apartments are located at the terminus of Santa Rita and
Swaner Streets, just east of North Main Street and north of Boronda Road, in the
northern limits of Salinas, California. (Refer to the neighborhood map at the
end of this section.) Boronda Road is accessed via an interchange with Highway
101, one of the county's principal transportation arteries. North Main Street, a
major thoroughfare for Salinas, intersects Boronda Road just east of Highway 101
and runs parallel to 101 near the subject property.

Although the subject site abuts Boronda Road's northern side just east of the
intersection of Boronda Road and North Main Street, which is a heavily traveled
intersection, visibility is currently limited and access to the subject may only
be achieved indirectly from one of the side streets (East Lamar Street for
example) from Main. There is no direct access from Boronda, though some of the
subject's buildings are visible. The property manager noted that she is
currently working with Salinas to obtain approval for a larger sign accompanied
with colorful shrubbery and/or flowers to be placed at the northeast corner of
Boronda Road and North Main Street.

Kitty-corner from the subject, at the southwest corner of Boronda Road and North
Main Street, sits the Northridge Mall. The Northridge Mall, anchored by
JCPenney, Macy's, Mervyn's and Sears, contains more than 130 stores and
restaurants, including many other regional and national retailers such as The
Disney Store, Men's Wearhouse, Payless Drug Store and Toys R Us. In fact,
retail/commercial use nearby the mall is, as expected, prevalent. Thus,
retail/commercial use dominates the neighborhood south of the subject, which is
also the direction to downtown Salinas.

Single-family residences primarily surround the subject's north and east
boundaries, extending to the city limits which is less than a mile in both
directions. Ancillary residential uses are included in this area, such as Santa
Rita Elementary School, Gabilan View Middle School, Santa Rita North Park, and
the Lamplighter Mobile Homes Park. Some of the homes have barred windows, the
only indication of a higher-than-average crime rate. The subject's property
manager noted that the neighborhood has improved over the last few years, as new
retail development has been completed and, more importantly, the
tenant-screening process has become more thorough.

Farmland lay outside the city limits with sparse homesteads. Just outside the
current city limits, adjacent to the retail/commercial development along Boronda
Road and very near the subject site, there is farmland. It appears that this
land will eventually provide for additional


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retail/commercial development as more single-family homes are developed to the
north and east along San Juan Grade and Rogge Roads.

Given the current development of the neighborhood, the "boundaries" appear to be
Highway 101, Russell Road, San Juan Grade Road and Boronda Road. This area
comprises the most northern tip of Salinas. As additional retail and commercial
development occurs, the tip should broaden in an easterly direction.

The subject's main competition appears to be other apartment complexes located
in the northern tip of Salinas. More attention will be turned towards these
complexes when we discuss market rents under the income capitalization approach.

In general, the area is primarily residential and agricultural in nature with
most of the retail and commercial use radiating from the Boronda Road/Highway
101 interchange. Not only are major retailers located here, but a host of fast
food restaurants, convenience stores, banks and gas stations. The subject's
proximity to this interchange makes access fairly easy; plus, the fact that it
is nestled in a residential district seems to give the residents a better sense
of community (for example, children are able to walk to school without crossing
busy thoroughfares). Additionally, the neighborhood is simply becoming a better
place to live.


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                               [GRAPHIC OMITTED]

                           [NEIGHBORHOOD MAP OMITTED]


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Site Description

The description of the site can be summarized as follows:

Location:                                The subject is located at the south end
                                         of Santa Rita Street and the west end
                                         of Swaner Street (these two streets
                                         dead- end into one another) within the
                                         municipal limits of the City of
                                         Salinas, County of Monterey, State of
                                         California. Ingress and egress to the
                                         subject site is available through one,
                                         gated entrance, either from Santa Rita
                                         Street or Swaner Street.

Land Area:                               The subject site comprises three legal,
                                         contiguous parcels and is identified by
                                         the Monterey County Assessor (for tax
                                         purposes) as 253-111-018 (1.75 acres),
                                         253-111-019 (3.28 acres) and
                                         253-111-020 (2.51 acres). Collectively,
                                         the site contains 7.54 acres, or+/-
                                         328,442 square feet. Refer to the tax
                                         map at the end of this section.

                                         The site is irregularly shaped, in part
                                         and in whole. Altogether, it has
                                         frontage along the south side of East
                                         Lamar Street, the west side of Santa
                                         Rita Street and the north side of
                                         Boronda Road.

Topography & Drainage:                   The subject site is lightly sloping and
                                         at grade with the street frontages.
                                         Inspection of the asphalt the parking
                                         area and other outdoor common areas
                                         indicated them to be average condition
                                         with no signs of significant erosion.

Flood Zone Description:                  According to flood plain map prepared
                                         by the Federal Emergency Management
                                         Agency the subject site is located
                                         flood zone B, defined as: "Areas
                                         between limits of the 100-year flood
                                         and 500-year flood; or certain areas
                                         subject to 100-year flooding with
                                         average depths less than one (1) foot
                                         or where the contributing drainage area
                                         is less than one square mile; or areas
                                         protected by levees from the base
                                         flood." The map number is 0602020001D
                                         dated November 4, 1981. A copy of the
                                         map is the addenda.

Easements:                               The subject has typical water, sanitary
                                         sewer and storm dram easements which do
                                         not appear to negatively affect the
                                         site.

Public Services/Utilities:               Water, Sewer - City of Salinas
                                         Trash - City of Salinas
                                         Electric - PG&E
                                         Gas - PG&E
                                         Telephone- Pacific Bell


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Parking Spaces:                          The subject site contains 322 parking
                                         spaces, many of which are covered. Each
                                         unit is designated at least one space.

Covenants, Conditions & Restrictions:    None noted.

Soils Reports:                           It is assumed in this appraisal report
                                         that no adverse soil or subsoil
                                         conditions exist that would impair the
                                         use of property, its value and
                                         marketability.

Hazardous Waste:                         No evidence of the presence of
                                         hazardous wastes in the land or
                                         improvements at the subject was noted
                                         by the appraisers. It should be noted
                                         that the appraisers are not qualified
                                         to detect hazardous wastes and/or toxic
                                         materials. Any comment by the
                                         appraisers that might suggest that the
                                         existence or absence of such substances
                                         should not be taken as confirmation or
                                         denial of the presence of hazardous
                                         wastes and/or toxic materials.Such
                                         determination would require an
                                         investigation by a qualified expert in
                                         the field of environmental assessment.

                                         Due to the age of the improvements
                                         (pre-1980), it is possible asbestos
                                         could have been used in a variety of
                                         different ways within building
                                         materials.

                                         The presence of substances such as
                                         asbestos or ureaformaldehyde foam
                                         insulation or other potentially
                                         hazardous material may affect the value
                                         of the property. Our value estimate is
                                         predicated on the assumption that there
                                         is no such material on or in the
                                         subject that would cause a loss in
                                         value.

                                         No responsibility is assumed for any
                                         environmental conditions, or for any
                                         expertise or engineering knowledge
                                         required to discover them. The
                                         descriptions and comments are the
                                         result of the routine observations made
                                         during the appraisal process.


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                                [GRAPHIC OMITTED]


                           [TAX RATE AREA MAP OMITTED]


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Zoning

The site is currently zoned R-H-2.3, High Density Residential District, by the
Salinas Planning Department. This zone is intended to provide the orderly
development of high density residential areas and further to maintain and
enhance those living environment characteristics consistent with established
community values. More specifically, R-H-2.3 is to provide for high density
multifamily dwelling units where the maximum density, including density bonus,
is 24 units per acre. The subject possesses about 27.5 units per acre, thus, it
represents a legally nonconforming use.

Subject to the provisions of this zone, the following buildings, structures and
uses, either singly or in combination, are permitted: small family day care
homes, home occupations, manufactured housing, residential care facilities,
single-family dwellings, minor utilities as accessory structures and uses, and
some temporary uses.

Additionally, the High Density Residential District includes the following
property development regulations:

      o     minimum lot size - 7,200 square feet,

      o     minimum lot dimensions - 75 feet wide, 100 feet deep and 35 feet of
            frontage,

      o     minimum lot area per unit (with density bonus) - 1,800 square feet,

      o     yards - 20 feet for the front and comer, 10 feet/story for the sides
            and rear,

      o     distance between structures - 10 feet,

      o     maximum height equals 30 feet.

A copy of the zoning ordinance pertaining to the R-H-2.3 classification is
included in the Addenda. A zoning map is located on the following page.


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                               [GRAPHIC OMITTED]

                              [ZONING MAP OMITTED]


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Legal Description

A copy of the legal description of the subject site can be found in the addendum
to this report. Refer to page 2 of Schedule A of the title insurance policy by
Chicago Title Insurance Company (#1704853-MM) in the amount of $5,961,443.00
dated December 31, 1996.

Summary of Site

The site is situated on the corner of Santa Rita and Swaner Streets, providing
convenient access to local and area amenities and the regional highway. The
site's location and neighborhood amenities provide it with average functional
utility for a garden apartment complex.

Building Improvement Description

The following description of the subject improvements is based upon our physical
inspection of the subject on November 19, 1997. The building area and number of
rental units was confirmed and provided by the property's management company, JH
Management Company. The buildings' layout and design were examined and verified
during our site inspection. Photographs of the improvements are located in the
Addenda.

The subject property consists of 207 apartment units, housed in 22 two-story
garden apartment buildings. The site consists of approximately 7.54 acres with
concrete walkways that connect the buildings to common areas and designated
parking areas. The property has five laundry facilities, minimal landscaped area
and no common areas designated for recreation purposes. Construction details of
the improvements are based upon our inspection of the property and information
provided by the managing and leasing agent for the subject property.

The following is a brief description of the subject improvements:

Age:                             The subject property was constructed during
                                 1978/79 and is currently in average condition.

Building Area:                   The 22 rental buildings contain a total net
                                 rentable area of 125,787 square feet (about 608
                                 square feet per unit).

Structural Components:           The buildings have wood frame with
                                 construction, with exterior walls comprised of
                                 wood shakes, stucco and wood trim.

Roof:                            The pitched roofs are framed with wood rafters
                                 and plywood decking and covered with wood
                                 shakes. The property manager reports that the
                                 roofs are original and that there have been no
                                 reported nor detected leaks.


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Interior Finish:                 Typical finishes include textured and painted
                                 gypsum board. Some units have prefinished wood
                                 paneling. Floor coverings are vinyl tiles in
                                 the kitchen and bathroom and carpet in the
                                 remaining rooms. Bathrooms have standard grade
                                 fixtures and fully ceramic tiled bathrooms. The
                                 typical kitchen is equipped with an electric
                                 stove, dishwasher, garbage disposal and
                                 refrigerator.

HVAC:                            Each unit has individual electric forced air
                                 furnaces with no air conditioning.

Plumbing:                        Typical central plumbing with porcelain,
                                 stainless steel, and fiberglass fixtures.

Fire Protection:                 Hard-wired smoke detectors are in each
                                 apartment for local alarm only, fire
                                 extinguishers are strategically positioned on
                                 the exterior wall of each apartment building.

Amenities:                       Balcony or patio for each unit, plus some units
                                 have back yards. There are five laundry
                                 facilities which are reported to be adequate
                                 for demand. Although there are no common
                                 amenities for recreation purposes, the subject
                                 is within walking distance to the Santa Rita
                                 Park as well as extensive shopping at the
                                 Northridge Mall. Note that the subject does
                                 have a pool, but it has been closed for some
                                 time due to repairs necessitating partial
                                 closure of Boronda Road.

Summary of Unit Types

================================================================================
    Unit Description           Number of         Average Unit       Total Square
                                 Units             Size (SF)            Feet
- --------------------------------------------------------------------------------
Studio                            22                  408              8,976
- --------------------------------------------------------------------------------
1 Bedroom, 1 Bath                 58                  571              33,118
- --------------------------------------------------------------------------------
2 Bedroom, 1 Bath                 127                 659              83,693
- --------------------------------------------------------------------------------
Total                             207                 608             125,787
================================================================================
Source: October 25, 1997 Rent Roll

Condition/Date Completed

The subject property appears to be in average condition for its age. The
improvements were constructed during 1978/79, according to the property manager.


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Deferred Maintenance

The subject property shows some deferred maintenance in the parking areas, on
some of the balconies/railing and on some of the exterior walls. Currently,
crews are in the process of repairing the balconies' railing.

The project has a fenced pool area that has been closed for sometime prior to
the new ownership in late 1996. According to the on-site property manager, the
problem stems from "something" underneath the pool; to repair the problem,
earth-movers would have to access the pool area from Boronda Road after the
subject's perimeter wall were removed. The manager further noted that this
scenario is unlikely given the extensive use of Boronda Road and the subsequent
issue with the city to close a portion of the busy thoroughfare coupled with the
small rental premium collectible from limited units if the pool were reopened.
There are no immediate plans to repair the pool and no cost estimates were
provided.

According to the current owner, the subject was slated to receive capital
expenditures to cure deferred maintenance two to three years after acquisition.
Through the first nine months of 1997, nearly $65,000 were invested on a wide
variety of small projects. Approximately $190,000 dollars is scheduled to be
allocated to the subject during 1998, again, on a variety of small projects
(much of which refers to recurring expenses associated with turnovers). A detail
of the $190,000 was not available, but we have estimated cost-to-cure at
$200,000 for valuation purposes.

Summary of Improvements

The improvements appear to be in average condition, reflecting design standards
of the late 1970s. There were no items noted which exhibited material deferred
maintenance except as noted. Overall, the functional utility of the subject
improvements appear to be adequate for its present use as a garden apartment
complex, aside from the lack of common recreational amenities.


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Real Estate Taxes and Assessments

The subject site comprises three tax parcels. The following chart details the
1997/98 assessments and taxes for each parcel:

<TABLE>
<CAPTION>
=======================================================================================
                                                    Assessor's Parcel Number
Assessed Values, Real Estate Taxes,   -------------------------------------------------
Special District Debt and Assesments  253-111-018  253-111-019  253-111-020     Total
=======================================================================================
<S>                                   <C>          <C>           <C>         <C>       
Assessed Values
- ---------------
Land                                    $463,700     $836,725      $786,000  $2,086,425
Improvements                           1,363,558    2,461,167     2,314,992   6,139,717
Personal Property                         27,600       49,000        44,280     120.880
- -----------------                     ----------   ----------    ----------  ----------
Total Assessed Values                 $1,854,858   $3,346,892    $3,145,272  $8,347,022

=======================================================================================
Real Estate Taxes
- -----------------
Monterey County-Wide                  $18,548.58   $33,468.92    $31,452.72  $83,470.22
Santa Rita UN Bond A                      550.88       994.02        934.14    2,479.04
- --------------------                  ----------   ----------    ----------  ----------
 Subtotal                             $19,099.46   $34,462.94    $32,386.86  $85,949.26

- ---------------------------------------------------------------------------------------
Special District Debt
- ---------------------
MCWRA Zone 2A                             $82.94      $149.72       $140.78     $373.44
- -------------                         ----------   ----------    ----------  ----------
 Subtotal                                 $82.94      $149.72       $140.78     $373.44

- ---------------------------------------------------------------------------------------
Assessments
- -----------

MCWRA Zone 2A                             $14.20       $26.62        $20.78      $61.20
MCWRA Zone 2                                1.92         3.60          2.76        8.28
MCWRA Seawtr Intrusn                       33.88        63.52         48.60      146.00
MCWRA Sal Val Reclam                      102.70       192.50        147.30      442.50
MCWRA Zone 9                               55.86       104.68         80.10      240.64
NSV Mosq Abate Dist                         3.70         3.70          3.70       11.10
CSA74 AMB SVC County                      368.90       368.90        368.90    1,106.70
CSA74 AMS SV Salinas                      155.00       155.00         155.0      465.00
- --------------------                  ----------   ----------    ----------  ----------
 Subtotal                                $736.16      $918.52       $826.74   $2,481.42

- ---------------------------------------------------------------------------------------
Total Taxes, Special Debt
 & Assessments                        $19,918.56   $35,531.18    $33,354.38  $88,804.12
=======================================================================================
</TABLE>

Source: Monterey County Tax Collector

Tax Rate: The 1997/98 tax rate is 1.029700 percent of assessed value.


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    22
<PAGE>

                                                            HIGHEST AND BEST USE
- --------------------------------------------------------------------------------

HIGHEST AND BEST USE

As defined by the Appraisal Institute in The Dictionary of Real Estate Appraisal
(1993), "highest and best use" is:

      The reasonably probable and legal use of vacant or an improved property
      which is physically possible, appropriately supported, financially
      feasible, and that results in the highest value. The four criteria the
      highest and best use must meet are:

          - Legal Permissibility
          - Physical Possibility
          - Financial Feasibility
          - Maximum Profitability

The above definition of highest and best applies to use of a site as though
vacant, as well as to the property as improved. When a site contains
improvements, the highest and best use may be determined to be different from
the existing use. The existing use will continue unless and until the land value
in its highest and best use exceeds the sum of the value of the entire property
in its existing use plus the cost to remove the improvements.

As Vacant

Legal Use: The site is currently zoned R-H-2.3, High Density Residential
District, by the Salinas Planning Department. This zone is intended to provide
the orderly development of high density residential areas and further to
maintain and enhance those living environment characteristics consistent with
established community values.

Physical Use: The second constraint imposed on the possible use of property is
dictated by physical aspects of the site itself. In general, the larger the
site, the greater the flexibility in development of the site. The size and shape
of the 7.54 acres (approximately 328,442 square feet) allows for adequate
flexibility in development. All utilities are available to the property. The
subject site is suitable for the legally permitted uses.

Financially Feasible Use: Given the costs of development for garden apartments,
and comparing these costs to the potential sales values and rental rates in the
area, the maximally Financially Feasible use, which is considered to provide the
greatest return on the capital invested, is for development of a garden
apartment complex to the maximum density allowed under the current zoning
regulations (R-H-2.3).


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    23
<PAGE>

                                                            HIGHEST AND BEST USE
- --------------------------------------------------------------------------------

Maximally Productive: To be maximally productive, a use must provide the
greatest return on the capital invested, meaning it must be the most profitable
use. In light of legal restrictions, physical characteristics, and overall
financially feasibility, we have concluded that the maximally productive use is
for present/future development as a garden style apartment complex.

As Improved

The highest and best use of the subject site as improved considers the use of
property as it currently exists. The use that maximizes the property's net
income is considered to be its highest and best use. The subject site is
presently improved with a garden apartment complex consisting of 207 units,
housed in twenty-two, two-story buildings.

Overall, the subject as improved is functionally adequate for its intended
purpose as multi-family rental housing. There is no indication that an alternate
use of the subject site would provide a greater return than the present use.


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    24
<PAGE>

                                    VALUATION
<PAGE>

                                                                       VALUATION
- --------------------------------------------------------------------------------

VALUATION

The appraisal process represents a logical analysis of the factors that bear
upon the present value of real estate. In this process, three basic approaches
are typically used by the appraiser: (1) Cost Approach; (2) Sales Comparison
Approach; and (3) the Income Capitalization Approach.

The Cost Approach considers the cost to replace the existing improvements, less
accrued depreciation, plus the market value of the land and recognizes that a
prudent investor would not ordinarily pay more for the improvements than the
cost to replace them. However, this approach was considered but not utilized as
a meaningful valuation method. This is primarily due to the imprecise nature and
difficulty in estimating the various forms of depreciation. In addition, there
are limited comparable land sales in the subject's immediate competitive area.
Lastly, investors are primarily concerned with the monetary returns inherent in
real estate investing.

The Sales Comparison Approach is based upon the proposition that an informed
purchaser would pay no more for property than the cost of acquiring a similar
property with the same utility. In this approach, similar properties that have
recently sold are compared to the subject. Notable differences in the utilized
building sales are adjusted to the subject in the process. Comparisons made are
typically based upon age, location, time, size/number of units, financing,
physical characteristics and terms of sale. The value range indicated by the
adjusted building sales is reconciled into a final value estimate via this
approach.

The Income Capitalization Approach produces an estimate of value based upon the
subject's net income potential. Two methods of estimating value under the Income
Capitalization Approach are typically used. One method is the direct
capitalization method, which estimates value by capitalizing net income using an
overall rate and is primarily used when cash flow is stable. The second method
is a discounted cash flow analysis. This method involves an analysis of income
and expenses for the subject during a typical holding period and is used
primarily when there are wide swings in the annual cash flows. Net cash flows
from this holding period are discounted to a present value in order to estimate
value.

Based on the factors discussed above, we have utilized the Sales Comparison
Approach and the Income Approach (direct capitalization method) in our analysis.
The final step in the appraisal process is to reconcile the approaches
considered in the analysis to a value conclusion. In our reconciliation, weight
will be placed on the Sales Comparison and Income Approaches to value since
these methods provide the most reliable indications of value. The Income
Approach was


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    25
<PAGE>

                                                                       VALUATION
- --------------------------------------------------------------------------------

given the most weight since prudent investors typically buy properties such as
the subject based on the property's future income potential.


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    26
<PAGE>

                                                                       VALUATION
- --------------------------------------------------------------------------------

SALES COMPARISON APPROACH

The Sales Comparison Approach is an appraisal method by which an indication of
value for the property being appraised is estimated based on prices usually paid
for properties of similar use and utility. This method is based on the principle
of substitution, which states that no one is justified in paying more for a
property than one would have to pay for an equally desirable substitute
property, assuming no unusual delay.

The methodology for processing market information into an indication of market
value for the subject entails an orderly procedure of analysis of the actions of
typical buyers and sellers of similar properties. The properties used in the
comparison process must contain all the prerequisites of a fair sale: (1) the
buyer and seller each have acted prudently; (2) knowledgeably; and (3) assuming
the price was not affected by undue stimulus.

Our investigation of the market for similar property sales resulted in only
three comparable transactions which occurred over the past two years. All of the
sale comparables are garden apartment complexes situated within the surrounding
area. In addition to Monterey County, we researched the following areas for
comparable sales: Santa Cruz County, San Benito County and southern Santa Clara
County (including the areas of Gilroy and Morgan Hill). The sale transactions
were each inspected and utilized in determining a value range on a per rental
unit basis. The following pages contain detailed information regarding each
transaction. The adjustment gird, which adjusts the comparable sales to the
subject property is followed by individual sale descriptions.

Adjustments

The data derived from the sales indicate that it is appropriate to analyze the
subject based on a price per apartment unit basis. Adjustments are made for the
following categories:

      Property Rights Conveyed: This category is used to adjust for differences
      in real property rights-fee simple, leased fee, or any combination
      thereof.

      Financing Terms: This adjustment considers debt financing favorable to
      either the buyer or seller. If the seller provided financing in favor of
      the buyer, it is necessary to adjust the unit of comparison downward to
      reflect a cash equivalent price.

      Condition of Sale: This item requires adjustment to reflect atypical
      motivations of the buyer and seller.


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    27
<PAGE>

                                                                       VALUATION
- --------------------------------------------------------------------------------

      Market Conditions: This factor is used to adjust historical property sales
      to the current date of appraisal. No paired sales were discovered which
      would indicate the price trends in the market. All of the sales occurred
      since December 1995, within less than two years of our value date. Based
      on discussions with area brokers and appraisers, there has been continued
      demand for multi-family housing properties in the surrounding area,
      indicating a 4 percent growth rate per annum.

      Location: This category is utilized to reflect either more favorable or
      less desirable locations of sales when compared to the subject.

      Size: Properties that have less rentable square feet or fewer rental units
      typically sell for more per square foot or per unit than do larger
      properties due to a greater number of eligible buyers.

      Age/Condition: This category is used to adjust for older or newer
      properties which have a shorter or longer remaining economic life than the
      subject. The remaining economic life of each comparable is calculated as
      of the date of sale.

      Quality of Construction: This adjustment accounts for differences in
      materials and design among the comparable properties.

      Access/Frontage: This category provides an adjustment for superior or
      inferior access, both vehicular and pedestrian, frontage, and visibility
      for the building sales as compared to the subject.

      Amenities: This adjustment accounts for differences in the amenities
      offered by the comparable sale properties in comparison to the subject
      property. The inclusion of items such as swimming pools, fitness centers,
      tennis courts, and unit washer/dryers increases the attractiveness of a
      rental complex to potential tenants.

      Occupancy at the time of sale: Differences in occupancy at the time of
      acquisition is a motivating factor behind the acquisition of a an
      apartment complex such as the subject. A low occupancy can adversely
      affect the purchase price, therefore adjustments are made accordingly.

      Capital Expenditures: Immediate repairs needed to the subject property are
      estimated at $200,000. A potential buyer would look for an adjustment to
      purchase price for these expenditures. We will therefore make an
      adjustment to value for these costs.


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    28
<PAGE>

                                                                       VALUATION
- --------------------------------------------------------------------------------

                        Comparable Sales Adjustment Grid

<TABLE>
<CAPTION>
                                    -----------------------------------------------------------------------------------------
DESCRIPTION                                Subject           Improved Sale           Improved Sale          Improved Sale
- -----------                                                  Comparable #1           Comparable #2          Comparable #3
                                    -----------------------------------------------------------------------------------------
<S>                                 <C>                  <C>                   <C>                     <C>                   
PROPERTY:                           Boronda Manor Apts.           The Orchard           Ocean Terrace               North Bay
LOCATION:                              2073 Santa Rita   985 Montebello Drive     1630 Merrill Avenue     41 Grandview Street
                                                Street
                                           Salinas, CA             Gilroy, CA  Santa Cruz, California  Santa Cruz, California

YEAR COMPLETE:                                 1978/79                   1979                    1970                    1989
RENTABLE UNITS:                                    207                     80                     100                     115
OCCUPANCY:                                       94.2%                  96.0%                   98.0%                   99.0%
DATE OF SALE:                                      N/A          November-1996               June-1996           December-1995
CAPITALIZATION RATE:                               N/A                  9.31%                   8.50%                  10.00%
SALE PRICE:                                        N/A             $4,400,000              $6,135,000              $9,000,000
UNIT SALE PRICE:                                   N/A                $55,000                 $61,350                 $78,261
                                    -----------------------------------------------------------------------------------------
ADJUSTMENTS
- -----------

UNIT SALE PRICE:                                                       $55.00                 $61.350                $78.261
 PROPERTY RIGHTS
CONVEYED:                                                               0.00%                   0.00%                  0.00%
ADJUSTED UNIT SALE
PRICE:                                                                 $55.00                 $61.350                $78.261
 FINANCING TERMS:                                                       0.00%                   0.00%                  0.00%
ADJUSTED UNIT SALE
PRICE:                                                                 $55.00                 $61.350                $78.261
 CONDITIONS OF SALE:                                                    0.00%                   0.00%                  0.00%
ADJUSTED UNIT SALE
PRICE:                                                                 $55.00                 $61.350                $78.261
 MARKET CONDITIONS:                                                     0.00%                   4.00%                  8.00%
                                                       ----------------------------------------------------------------------
TIME ADJUSTED UNIT SALE
PRICE:                                                                $57,200                 $63.804                $84.522
                                                       ----------------------------------------------------------------------

LOCATION AND PHYSICAL ADJUSTMENTS:
- ----------------------------------

 LOCATION:                                                               5.0%                  -20.0%                  -20.0%

 SIZE:                                                                 -10.0%                   -7.5%                   -5.0%
 AGE/CONDITION:                                                          0.0%                    5.0%                   -5.0%
 QUALITY OF CONSTRUCTION:                                                0.0%                    0.0%                   -7.5%
 ACCESS/FRONTAGE:                                                        0.0%                    0.0%                    0.0%
 AMENITIES:                                                             -5.0%                   -5.0%                   -7.5%
 OCCUPANCY:                                                             -2.5%                   -2.5%                   -5.0%
                                                       ----------------------------------------------------------------------
TOTAL LOCATION AND PHYSICAL
ADJUSTMENTS:                                                           -12.5%                  -30.0%                  -50.0%
                                                       ----------------------------------------------------------------------

                                                       ----------------------------------------------------------------------
ADJUSTED UNIT PRICE:                                                  $50,050                 $44,663                 $42,261
                                                       ----------------------------------------------------------------------
</TABLE>

MIN. ADJ. SALES PRICE             $42,261
MAX. ADJ. SALES PRICE             $50,050
MEAN. ADJ. SALES PRICE            $45,658

- ---------------------------------------------------------------------
Concluded Price Per Unit:         $45,000

Total Value:                                            $9,315,000
Less Capital Expenditures:                               ($200,000)
                                                        ----------
Total Value Rounded:                                    $9,100,000
- ---------------------------------------------------------------------

PREPARED BY: ARTHUR ANDERSEN LLP


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    29
<PAGE>

                                                                       VALUATION
- --------------------------------------------------------------------------------

                         COMPARABLE IMPROVED SALE NO. 1

                                 [PHOTO OMITTED]

APARTMENT NAME:                           The Orchard
LOCATION:                                 985 Montebello Drive
                                          Gilroy, CA 95020
YEAR BUILT:                               1979
NUMBER OF UNITS:                          80
TOTAL SQUARE FOOTAGE:                     60,718
GRANTOR:                                  Bayside Orchard Association c/o Nick
                                          Shubin
GRANTEE:                                  Senovio Garza
SALE PRICE:                               $4,400,000
DATE OF SALE:                             November 19, 1996
PRICE PER UNIT:                           $55,000
OVERALL CAPITALIZATION RATE               9.31%
GROSS INCOME MULTIPLIER:                  6.27


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    30
<PAGE>

                                                                       VALUATION
- --------------------------------------------------------------------------------

                         COMPARABLE IMPROVED SALE NO. 2

                                 [PHOTO OMITTED]

APARTMENT NAME:                          Ocean Terrace
LOCATION:                                1630 Merrill Avenue
                                         Santa Cruz, CA 95062
YEAR BUILT:                              1970
NUMBER OF UNITS:                         100
TOTAL SQUARE FOOTAGE:                    80,756
GRANTOR:                                 n/a
GRANTEE:                                 Dmitri Piterman
SALE PRICE:                              $6,135,000
DATE OF SALE:                            June 1, 1996
PRICE PER UNIT:                          $61,350
OVERALL CAPITALIZATION RATE              8.50%
GROSS INCOME MULTIPLIER:                 6.30


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    31
<PAGE>

                                                                       VALUATION
- --------------------------------------------------------------------------------

                         COMPARABLE IMPROVED SALE NO. 3

                                 [PHOTO OMITTED]

APARTMENT NAME:                          North Bay
LOCATION:                                41 Grandview Street
                                         Santa Cruz, CA 95060
YEAR BUILT:                              1989
NUMBER OF UNITS:                         115
TOTAL SQUARE FOOTAGE:                    111,849
GRANTOR:                                 n/a
GRANTEE:                                 Sequoia Equities c/o
                                         Mark Carter
SALE PRICE:                              $9,000,000
DATE OF SALE:                            December 1, 1995
PRICE PER UNIT:                          $78,261
OVERALL CAPITALIZATION RATE              10.00%
GROSS INCOME MULTIPLIER:                 5.90


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    32
<PAGE>

                                                                       VALUATION
- --------------------------------------------------------------------------------

                               [GRAPHIC OMITTED]

                         [COMPARABLE SALES MAP OMITTED]


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    33
<PAGE>

                                                                       VALUATION
- --------------------------------------------------------------------------------

Summary of Sales Comparison Approach

The improved sales used in our analysis indicate an unadjusted range of cash
equivalent sale prices from $55,000 to $78,261 per unit. Note that each of the
sales had larger units on average, ranging from 151 to 365 square feet larger
than those of the subject (only 608 square feet on average). After applying the
various adjustment factors to the comparable sales, the adjusted range was from
$42,261 to $50,050 per unit with a mean of $45,658 per unit. The calculation of
the value of the subject under the Sales Comparison Approach, as of November 19,
1997 was:

                   207 rental units X $45,000 per rental unit =   $9,315,000

                   Less Capital Expenditures                      $  200,000
                                                                  ----------
                   Rounded Value Conclusion                       $9,100,000

As additional support for the Sales Comparison Approach we studied the gross
income multipliers provided in the actual sales that took place in the
competitive area. The sales indicate that the gross income multipliers range
from 5.90 to 6.30 with an average of 6.16 When calculating the effective gross
income projected for fiscal 1998 (as indicated in the income approach) and
applying it to the indicated value above, we estimate the gross income
multiplier to be 5.92 ($9,300,000 / $1,570,139). This is within the competitive
range and therefore considered reasonable.


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    34
<PAGE>

                                                                       VALUATION
- --------------------------------------------------------------------------------

INCOME CAPITALIZATION APPROACH

The Income Capitalization Approach is based on the premise that value is created
by the expectation of future benefits. We estimated the present value of those
benefits to derive an indication of the amount that a prudent, informed
purchaser-investor would pay for the right to receive them as of the date of
value.

The direct capitalization methodology uses a single year's stabilized net
operating income as a basis for a value indication. It converts estimated
"stabilized" annual net operating income to a value indication by dividing the
income by a capitalization rate. The discounted cash flow (DCF) analysis focuses
on the operating cash flows expected from the property and the anticipated
proceeds of a hypothetical sale at the end of an assumed holding period. These
amounts are then discounted to their present value. The discounted present
values of the income stream and the reversion are added to obtain a value
indication. Because benefits to be received in the future are worth less than
the same benefits received in the present, this method puts more weight on
income projected in the early years than income and sale proceeds to be received
later.

The direct capitalization method is normally appropriate for properties with
relatively stable operating histories and expectations, or properties that can
be expected to reach stabilization within a short period of time. Apartments,
except for new construction, are typically analyzed by the direct capitalization
approach, assuming that they are at a stabilized occupancy level. We consider
the subject to be reaching a stabilized occupancy level and have applied only
the direct capitalization method. This approach requires an estimation of the
subject's income and expenses in order to forecast net operating income, which
is then converted to a value indication by use of the direct capitalization
analysis.

Direct Capitalization

The direct capitalization approach is based upon an estimate of the property's
income in a year of stabilized occupancy. We first estimated effective income
from apartment rents and other sources, and then estimated the operating
expenses associated with the property. These were combined to develop an
operating statement for the property in a representative year. The following
items were estimated in our Direct Capitalization analysis.


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    35
<PAGE>

                                                                       VALUATION
- --------------------------------------------------------------------------------

Property Income Analysis

Potential Gross Rental Income: The first step in the direct capitalization
approach and the discounted cash flow approach is to estimate the gross
potential income of the property. Accordingly, we surveyed the competitive
rentals in the market to determine an appropriate market rent. We also
considered the current leases, the recent and historical per unit average rental
rates, and quoted asking rental rates for the subject. The gross stabilized
potential income figure in our analysis equates to the average of all existing
monthly rents collected based on the rent roll provided by the client (as of
October 25, 1997) and was trended up by four percent, and then multiplied by the
total number of rentable units in the complex. The gross potential income was
trended upwards to reflect the increase in market rents over the past year and
the subjects below average market rents which will increase upon lease
turnover/renewal.


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    36
<PAGE>

                                                                       VALUATION
- --------------------------------------------------------------------------------

Based on a rent roll (as of October 25, 1997) provided by JH Management Company,
there were a total of 207 units of which 12 were vacant, amounting to a 94.2%
overall occupancy excluding the one non-revenue unit reserved for the on-site
property manager. According to the leasing agent, the 5.8% vacancy rate is in
line with normal turnover vacancies, with generally 10 to 15 units available.

According to the rent roll provided, the gross potential average monthly rent
for the occupied units amounts to $610.74 per unit (approximately $1.01 per
square foot), which is below the comparable rentals and below the scheduled
monthly rent per unit for the subject ($627.90 per unit/$1.03 per square foot).
This indicates potential upside in terms of future rental rate increases. We
annualized the gross potential average monthly rent for the occupied units and
applied a 4% increase to each rentable unit, yielding $635.17 ($610.74 inflated
by 4 percent). For the purpose of this analysis, we then multiplied our
projected average market rent of $635.17 by the 206 rentable units (which
excludes the unit reserved for the property manager) and concluded a stabilized
gross potential annual rental income totaling $1,570,139. A comparable rental
survey and descriptions of the competitive properties can be found on the
following pages.

Rental Concessions: Due to the steadily increasing rents and the fairly strong
occupancy rates in the Monterey County/Salinas apartment markets, no significant
rental concessions are offered in the subject's apartment rental market at this
time. The subject property currently does not offer any rent concessions, and
market conditions clearly do not warrant any.

Vacancy and Collection Loss: The vacancy and collection loss has been estimated
based upon supply and demand for this type of property. The range of vacancies
in the competitive subject market for garden style apartment rentals is
reportedly 3 to 8 percent, with an average of 5 percent. The stabilized
occupancy used in the Income Capitalization Approach is intended to reflect the
performance of the property over a typical holding period within the subject
market. Thus, we have applied a vacancy loss of 5 percent and an additional
credit loss of 1 percent for the stabilized year. Market parameters were
reviewed and clearly support these conclusions.

Other Income: Apartment projects typically generate income from miscellaneous
sources such as month-to-month rental fees and laundry income. Other items that
could potentially be considered under other income include utility cost recovery
fees, forfeited deposits, storage fees, pet fee income, late fees, tenant
damages, collection and application fees. Our estimate of other income typically
considers these and other reoccurring sources of other income. We analyzed the
historical


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    37
<PAGE>

                                                                       VALUATION
- --------------------------------------------------------------------------------

income over the last several years, as provided by the ownership. Based on the
subjects history, and from discussions with the property manager, we estimated
other income for a stabilized year at $75,000.


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    38
<PAGE>

                                                                       VALUATION
- --------------------------------------------------------------------------------

                        COMPARABLE RENTALS ANALYSIS CHART

<TABLE>
<CAPTION>
                     ------------------------------      -----------------------------------
                         SUBJECT - BORONDA MANOR               COMP # 1 - VILLA SAN JUAN
                     ------------------------------      -----------------------------------
                            -----------------------                  -----------------------
                              MONTHLY RENT   AVG.                      MONTHLY RENT   AVG.
- -------------------  ------------------------------      -----------------------------------
UNIT TYPE              UNITS   EFFECTIVE     SF.             UNITS      EFFECTIVE     SF.
- -------------------  ------------------------------      -----------------------------------
<S>                   <C>      <C>        <C>              <C>        <C>          <C>
 STUDIO                  22       $460       408              24           $475       402
- -------------------  ------------------------------      -----------------------------------
 STUDIO
- -------------------  ------------------------------      -----------------------------------
 1 BR/1BA                58       $570       571               8           $555       540
- -------------------  ------------------------------      -----------------------------------
 1 BR/1BA                                                     20           $565       550
- -------------------  ------------------------------      -----------------------------------
 1 BR/1BA
- -------------------  ------------------------------      -----------------------------------
 1 BR/1BA
- -------------------  ------------------------------      -----------------------------------
 2 BR/1BA               127       $680       659               8           $660       720
- -------------------  ------------------------------      -----------------------------------
 2 BR/2BA
- -------------------  ------------------------------      -----------------------------------
 2 BR/2BA
- -------------------  ------------------------------      -----------------------------------
 2 BR/2BA
- -------------------  ------------------------------      -----------------------------------
 3 BR/2BA
- -------------------  ------------------------------      -----------------------------------

- -------------------  ------------------------------      -----------------------------------
TOTAL/AVERAGE           207       $626       608              60           $540       512
- -------------------  ------------------------------      -----------------------------------
OCCUPANCY               94%    YEAR BUILT   1978/79          100%       YEAR BUILT    1977
- -------------------  ------------------------------      -----------------------------------
AVERAGE RENT - UNIT  Per Unit     $626                       Per Unit      $540
- -------------------  ---------------------               --------------------------
AVERAGE RENT - SF    Per SF      $1.03                       Per SF       $1.06
- -------------------  ---------------------               --------------------------

                     ------------------------------      -----------------------------------
                         COMP # 2 - THE POINTE AT              COMP # 3 - THE POINTE AT
                                NORTHRIDGE                           HARDEN RANCH
                     ------------------------------      -----------------------------------
                            -----------------------                  -----------------------
                              MONTHLY RENT   AVG.                      MONTHLY RENT   AVG.
UNIT TYPE              UNITS   EFFECTIVE     SF.             UNITS      EFFECTIVE     SF.
- -------------------  ------------------------------      -----------------------------------
 STUDIO                                                                                     
- -------------------  ------------------------------      -----------------------------------
 STUDIO                                                                                     
- -------------------  ------------------------------      -----------------------------------
 1 BR/1BA                80       $633       672              42          $725        660 
- -------------------  ------------------------------      -----------------------------------
 1 BR/1BA                                                     43          $675        715   
- -------------------  ------------------------------      -----------------------------------
 1 BR/1BA                                                     42          $725        755   
- -------------------  ------------------------------      -----------------------------------
 1 BR/1BA                                                     43          $750        777   
- -------------------  ------------------------------      -----------------------------------
 2 BR/2BA               108       $743       875                                            
- -------------------  ------------------------------      -----------------------------------
 2 BR/2BA                                                     73          $875        915   
- -------------------  ------------------------------      -----------------------------------
 2 BR/2BA                                                     73          $875        983   
- -------------------  ------------------------------      -----------------------------------
 2 BR/2BA                                                     74          $895       1,008  
- -------------------  ------------------------------      -----------------------------------
 3 BR/2BA                                                     58         $1,050      1,310  
- -------------------  ------------------------------      -----------------------------------
                                                                                            
- -------------------  ------------------------------      -----------------------------------
TOTAL/AVERAGE           118       $696       789             448          $842        921   
- -------------------  ------------------------------      -----------------------------------
OCCUPANCY               92%    YEAR BUILT   1979             96%       YEAR BUILT     1979  
- -------------------  ------------------------------      -----------------------------------
- -------------------  ---------------------               --------------------------
AVERAGE RENT - UNIT  Per Unit     $696                      Per Unit      $842     
- -------------------  ---------------------               --------------------------
AVERAGE RENT - SF    Per SF      $0.88                      Per SF        $0.91    
- -------------------  ---------------------               --------------------------
</TABLE>

PREPARED BY: ARTHUR ANDERSEN LLP


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    39
<PAGE>

                                                                       VALUATION
- --------------------------------------------------------------------------------

                                [GRAPHIC OMITTED]

                        [COMPARABLE RENTALS MAP OMITTED]


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    40
<PAGE>

                                                                       VALUATION
- --------------------------------------------------------------------------------

                         COMPARABLE APARTMENT RENTAL ONE

                                [GRAPHIC OMITTED]

Location:                                 Villa San Juan
                                          115 San Juan Grade Road
                                          Salinas, California
Occupancy:                                100%
Year Built:                               1977
Total Units:                              60
Monthly Rent (Studio -402 SF)             $475
Monthly Rent (1 x 1 - 540 SF)             $555
Monthly Rent (1 x 1 w/loft - 550 SF)      $565
Monthly Rent (2 x 1 - 720 SF)             $660
Average Monthly Net Rent:                 $540
Heat/ A/C:                                Tenant
Electric/ Gas:                            Tenant
Hot Water:                                Tenant

Building Amenities: Pool, carports, laundry facilities and security gates


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    41
<PAGE>

                                                                       VALUATION
- --------------------------------------------------------------------------------

                         COMPARABLE APARTMENT RENTAL TWO

                                [GRAPHIC OMITTED]

Location:                                 The Pointe at Northridge
Occupancy:                                92%
Year Built:                               1979
Total Units:                              188
Monthly Rent (1 x 1 - 672 SF)             $615 to $650
Monthly Rent (2 x 1 - 875 SF)             $735 to $750
Average Monthly Rent                      $696
Heating/ A/C                              Tenant
Electric / Gas                            Tenant
Hot Water                                 Tenant

Building Amenities: Two pools, laundry facilities, security gates and security
patrol


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    42
<PAGE>

                                                                       VALUATION
- --------------------------------------------------------------------------------

                        COMPARABLE APARTMENT RENTAL THREE

                                [GRAPHIC OMITTED]

Location:                                 The Pointe at Harden Ranch
                                          2290 North Main Street
                                          Salinas, California
Occupancy:                                96%
Year Built:                               1979
Total Units:                              448
Monthly Rent (1 x 1 - 660 - 777 SF)       $725 to $750
Monthly Rent (2 x 2 - 915 - 1,008 SF)     $875 to $895
Monthly Rent (3 x 2 - 1,310 SF)           $1,050
Average Monthly Rent                      $842
Heating/ A/C                              Tenant
Electric                                  Tenant
Hot Water                                 Tenant

Building Amenities: Two pools with saunas, racquetball, lighted tennis courts
and gated security


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    43
<PAGE>

                                                                       VALUATION
- --------------------------------------------------------------------------------

PROPERTY EXPENSE ANALYSIS

PROPERTY OPERATING EXPENSES: We estimated expenses after analyzing historical
data for the subject since 1994, in addition to published national surveys. The
ownership changed in late 1996; therefore, we focused on 1997 figures. We also
compared our stabilized expense projections on a per unit basis with the 1996
Institute of Real Estate Management (IREM) analysis of garden type, multi-family
apartment buildings in the subject's region (California, Arizona and Nevada).
IREM surveys property managers throughout the nation to determine income and
expense averages for different municipalities. We used the region statistics
because Monterey County, nor Salinas, were specifically identified. We thought
the closest markets, which centered around the Bay Area, would skew our
conclusions.

Direct comparison of each category with a trade source such as IREM can be
difficult since different property managers classify expenses differently. Based
on conversations with local brokers in the area, the projected operating
expenses are reasonable and in line with similar properties. Additionally,
according to IREM, the average expense ratio (total expenses / potential gross
income, before capital expenditures) is 38.5 percent for the subject's region.
Our conclusion of the subject's pro forma, or stabilized operations, indicates
an expense ratio of 43.4 percent before capital expenditures (reserves), which
seems reasonable considering the region includes Arizona, Nevada and all of
California.

CAPITAL RESERVES: We have also incorporated a stabilized capital reserve expense
to account for the occasional replacement of capital items such as appliances,
HVAC units, windows and the roof. Based on accepted industry standards, we have
applied a reserve allowance equivalent to $250 per unit in our analysis.

MANAGEMENT FEES: The Korpacz Investor Survey quotes management fees between 3 to
5 percent of EGI (according to responses from pension advisors). The subject is
likely to require similar fees as other investment grade properties, such as
those considered in the Korpacz Investor Survey. We have thus applied a market
derived management fee to the subject property of 4 percent of the EGI.

CAPITAL EXPENDITURES: We have projected $200,000 in one time capital
expenditures to the subject property based on our discussion earlier under
"Deferred Maintenance" (see page 29).


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    44
<PAGE>

                                                                       VALUATION
- --------------------------------------------------------------------------------

                          SUBJECT'S HISTORICAL EXPENSES

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                              Actual    Actual    Actual     Actual for 1997    AA Estimate Pro Forma    1996
                               1994      1995    1996 (1)  Total (2)  per Unit  Total (3)  per Unit    IREM (4)
                            -----------------------------------------------------------------------------------
<S>                         <C>       <C>       <C>        <C>         <C>      <C>         <C>         <C>   
OPERATING EXPENSES
- ------------------
  Real Estate Taxes          $79,267   $40,916   $53,238   $121,801      $588   $111,542      $539        $373
- ---------------------------------------------------------------------------------------------------------------
  Advertising                  6,200    12,389     8,557     15,844        77     10,350        50          51
- ---------------------------------------------------------------------------------------------------------------
  Insurance                   66,086     9,079     3,198     21,173       102     21,735       105         115
- ---------------------------------------------------------------------------------------------------------------
  Salaries and Personnel      77,382   102,594    89,452    144,144       696    134,550       650         308
- ---------------------------------------------------------------------------------------------------------------
  Contract Services           20,118    27,374    51,022     10,849        52     15,525        75         148
- ---------------------------------------------------------------------------------------------------------------
  Administrative               3,665    53,772    50,778     30,398       147     36,225       175         188
- ---------------------------------------------------------------------------------------------------------------
  Utilities                  149,645   149,635   158,596    199,274       963    196,650       950         665
- ---------------------------------------------------------------------------------------------------------------
  Repair & Maintenance        66,737   243,193   123,703     83,723       404     93,150       450         530
- ---------------------------------------------------------------------------------------------------------------
  Reserves for Replacement       N/A       N/A       N/A        N/A       N/A     51,750       250           0
- ---------------------------------------------------------------------------------------------------------------
  Management Fee              21,456    26,475    25,501     46,122       223     62,100       300         309
- ----------------------------===================================================================================
TOTAL OPERATING EXPENSES    $490,556  $665,427  $564,045   $673,328    $3,253   $733,577    $3,544      $2,687
- ---------------------------------------------------------------------------------------------------------------
Total Units                     207
</TABLE>

(1)   1996 reflects the year ownership changed. We used actual information from
      Jan-Aug (from the prior owner) and converted these figures to 10 months,
      then we added these figures for Nov-Dec figures from the current owner to
      arrive at a reasonable indication for 1996 annual figures.

(2)   1997 figures are annualized based on actual operations through October.

(3)   Real Estate Taxes are based on our value conclusion via the Income
      Approach multiplied by the current property tax rate. Management fee
      equals 4% of effective gross income.

(4)   IREM (Institute of Real Estate Management) figures are from the regional
      report, which includes California. Nevada and Arizona; thus figures should
      tend to be a little lower given the inclusion of Arizona and Nevada.

PREPARED BY: ARTHUR ANDERSEN LLP


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    45
<PAGE>

                                                                       VALUATION
- --------------------------------------------------------------------------------

OVERALL CAPITALIZATION RATES

Overall capitalization rates vary according to investor requirements, investor
motivations, property characteristics and market conditions. They are frequently
responsive to long-term interest rates and inflation or deflation expectations.
For this reason, we reviewed various interest rates for other investments as
follows:

================================================================================
                    Type of Security                             Rate
================================================================================
Treasury-Bills - 3 moths                                         5.12%
- --------------------------------------------------------------------------------
Treasury-Bonds - 30 years                                        6.03%
- --------------------------------------------------------------------------------
Corporate Bonds - High Quality - 10+ year                        6.74%
- --------------------------------------------------------------------------------
Corporate Bonds - Medium (Quality - 10+ year)                    7.03%
- --------------------------------------------------------------------------------
Prime Rate                                                       8.50%
- --------------------------------------------------------------------------------
Source: Wall Street Journal, November 19, 1997

Overall Capitalization Rate - The overall (free & clear equity) capitalization
rate is estimated by dividing the subject's forecasted stabilized net operating
income by indicated value estimate. Several national organizations periodically
survey real estate investors for overall capitalization rates. According to the
Korpacz investor survey conducted in the Third Quarter of 1997, overall
capitalization rates ranged from 7.50 to 10.00 percent with the average at 8.91
percent for the national apartment market. The CB Commercial investor survey
also conducts a survey which interviews real estate professionals about their
capitalization rate expectations. Within its First Quarter 1997 report, CB
quotes capitalization rate ranges for several classes of apartment projects as
the following table illustrates.

================================================================================
                     SUMMARY OF OVERALL CAPITALIZATION RATES

================================================================================
Publication                    Publication Date      Low      High       Average
- --------------------------------------------------------------------------------

Korpacz Investor Survey            3 Q 1997         7.50%    10.00%       8.91%
- -----------------------
CB Commercial Investor Survey      1 Q 1997
- -----------------------------
                      Class A:                      8.90%     9.50%       9.10%

                      Class B:                      9.30%     10.0%       9.80%

                      Class C:                      11.0%     11.0%       11.0%
================================================================================


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    46
<PAGE>

                                                                       VALUATION
- --------------------------------------------------------------------------------

In addition we have extracted overall rates from actual transactions used in our
Sales Comparison Approach to value. They are as follows:

      Sale           Date of Sale          Sale Price        Overall Rate
      ----           ------------          ----------        ------------
        1               Nov-96             $4,400,000            9.31%
        2               Jun-96             $6,135,000            8.50%
        3               Dec-95             $9,000,000            10.0%

As can be seen from the chart above, overall rates for multi-family apartment
building sales have ranged from 8.50 percent to 10.0 percent with an average of
9.27 percent. Given the above sales data, and considering national, published
sources, we have chosen 9.25 percent. This falls well within the range of market
rates and therefore considered to be a reasonable indicator of value for the
subject property through the direct capitalization approach.

INCOME CAPITALIZATION APPROACH CONCLUSION

Based on the preceding direct capitalization analysis, the indicated value of
the subject property as of November 19, 1997 after Capital Expenditures is
$8,600,000, or $41,500 per unit.


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    47
<PAGE>

                                                                       VALUATION
- --------------------------------------------------------------------------------

                         THE DIRECT CAPITALIZATION MODEL

- --------------------------------------------------------------------------------
INCOME
- ------

Gross Potential Rental Income                                  $1,570,139
- ---------------------------------------------
Vacancy Loss @                      5.0%                         ($78,507)
- ---------------------------------------------
Credit Loss @                       1.0%                         ($14,916)
- ---------------------------------------------
Other Income                                                      $75,000
- ---------------------------------------------                  ----------
Effective Gross Income                                         $1,551,716
- ---------------------------------------------

EXPENSES
- --------

Real Estate Taxes                1.2970%          $111,542
- ----------------------------------------------------------
Advertising                                        $10,350
- ----------------------------------------------------------
Insurance                                          $21,735
- ----------------------------------------------------------
Salaries & Personnel                              $134,550
- ----------------------------------------------------------
Contract Services                                  $15,525
- ----------------------------------------------------------
Administrative                                     $36,225
- ----------------------------------------------------------
Utilities                                         $196,650
- ----------------------------------------------------------
Repairs & Maintenance                              $93,150
- ----------------------------------------------------------
Reserves @ (per unit)               $250           $51,750
- ----------------------------------------------------------
Management Fee @                    4.00%          $62,100
- -----------------------------------------------===========

Total Expenses                                                   $733,577

NET OPERATING INCOME                                             $818,139

Capitalization Rate                                                 9.25%

INDICATED VALUE VIA THE INCOME APPROACH                        $8,844,746

Less Capital Expenditures                                       ($200,000)

Value after Capital Expenditures                               $8,644,746

                                       Rounded                 $8,600,000

                                       Per Unit                   $41,500

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

PREPARED BY: ARTHUR ANDERSEN LLP


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    48
<PAGE>

                                                                       VALUATION
- --------------------------------------------------------------------------------

RECONCILIATION AND FINAL VALUE ESTIMATE

Reconciliation involves the correlation of the conclusions reached from the
different methodologies employed in the appraisal. This process depends on the
recognition of the appropriateness and reliability of each approach and on the
quality of the data obtained. The results of the three approaches we have used
are as follows:

          COST APPROACH:                       N/A
          SALES COMPARISON APPROACH:           $9,100,000
          INCOME CAPITALIZATION APPROACH:      $8,600,000

The Cost Approach provides a value indication by depreciating the cost of the
improvements and adding the land value and is particularly reliable when the
improvements are of new or recent construction. However, given the lack of
recent comparable land sales in the competitive area, the difficulty in
accurately estimating depreciation and entrepreneurial profits, and the fact
that a prudent investor is primarily interested in the monetary returns of real
estate; the cost approach is deemed ineffective as a value barometer and
therefore inapplicable in our valuation.

The Sales Comparison Approach involves direct comparison of the property being
appraised to similar properties that have sold in the same or similar market.
Improved sales from the subject's area were analyzed to a common unit of
comparison (rental unit). Based on the characteristics of the sales in relation
to the subject we were able to arrive at an estimate of value. However, aside
from the recent bulk transaction where by the current owner acquired the subject
property, there were few sales over the last two years. As a result, the Sales
Comparison Approach is given secondary consideration, behind the Income
Approach.

The Income Capitalization Approach is the most applicable method since it
addresses the most significant attraction of ownership, the income potential of
the property. Primary reliance is placed on the Income Capitalization Approach
because market rents were readily attainable, operating expenses were well
documented and supported and meaningful capitalization rates were extracted from
the market. Therefore, we placed most weight on this approach.

It is our opinion that the market value of the fee simple interest in the
property, as of November 19, 1997, is:

                  EIGHT MILLION SEVEN HUNDRED THOUSAND DOLLARS
                                   $8,700,000


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    49
<PAGE>

                                     ADDENDA
<PAGE>

                                                                         ADDENDA
- --------------------------------------------------------------------------------

                                     ADDENDA

                               Subject Photographs
                                Legal Description
                                Zoning Ordinance
                                    Flood Map
                           Professional Qualifications


- --------------------------------------------------------------------------------
                           Arthur Andersen LLP -- Valuation Services Group    50
<PAGE>

                                                                         ADDENDA
- --------------------------------------------------------------------------------

                             PHOTOGRAPHS OF SUBJECT

                                 [PHOTO OMITTED]

                        FRONT VIEW FROM SANTA RITA STREET

                                 [PHOTO OMITTED]

                   VIEW OF GATED ENTRANCE (SANTA RITA STREET)
<PAGE>

                                                                         ADDENDA
- --------------------------------------------------------------------------------

                             PHOTOGRAPHS OF SUBJECT

                                 [PHOTO OMITTED]

                   VIEW OF GATED ENTRANCE (EAST LAMAR STREET)

                                 [PHOTO OMITTED]

                        TYPICAL EXTERIOR VIEW OF BUILDING
<PAGE>

                                                                         ADDENDA
- --------------------------------------------------------------------------------

                             PHOTOGRAPHS OF SUBJECT

                                 [PHOTO OMITTED]

                           TYPICAL VIEW OF LANDSCAPING

                                 [PHOTO OMITTED]

                          TYPICAL LIVING ROOM & BALCONY
<PAGE>

                                                                         ADDENDA
- --------------------------------------------------------------------------------

                             PHOTOGRAPHS OF SUBJECT

                                 [PHOTO OMITTED]

                                 TYPICAL KITCHEN

                                 [PHOTO OMITTED]

                                TYPICAL BATHROOM
<PAGE>

                                                                         ADDENDA
- --------------------------------------------------------------------------------

                             PHOTOGRAPHS OF SUBJECT

                                 [PHOTO OMITTED]

                                 TYPICAL PARKING

                                 [PHOTO OMITTED]

                      PARTIAL VIEW OF DEFERRED MAINTENANCE
<PAGE>

                                                                         ADDENDA
- --------------------------------------------------------------------------------

                                LEGAL DESCRIPTION
                              (Schedule A, page 2)
<PAGE>

================================================================================

                         AMERICAN LAND TITLE ASSOCIATION
                                   LOAN POLICY
                                   (10-17-92)

                         CHICAGO TITLE INSURANCE COMPANY

SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED
IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS. CHICAGO TITLE INSURANCE
COMPANY, a Missouri corporation, herein called the Company, insures, as of Date
of Policy show n in Schedule A, against loss or damage, not exceeding the Amount
of Insurance stated in Schedule A, sustained or incurred by the insured by
reason of:

      1.    Title to the estate or interest described in Schedule A being vested
            other than as stated therein:

      2.    Any defect in or lien or encumbrance on the title;

      3.    Unmarketability of the title;

      4.    Lack of a right of access to and from the land;

      5.    The invalidity or unenforceability of the lien of the insured
            mortgage upon the title;

      6.    The priority of any lien or encumbrance over the lien of the insured
            mortgage;

      7.    Lack of priority of the lien of the insured mortgage over any
            statutory lien for services, labor or material:

            (a)   arising from an improvement or work related to the land which
                  is contracted for or commenced prior to Date of Policy; or

            (b)   arising from an improvement or work related to the land which
                  is contracted for or commenced subsequent to Date of Policy
                  and which is financed in whole or in part by proceeds of the
                  indebtedness secured by the insured mortgage which at Date of
                  Policy the insured has advanced or is obligated to advance;

      8.    Any assessments for street improvements under construction or
            completed at Date of Policy which now have gained or hereafter may
            gain priority over the lien of the insured mortgage:

      9.    The invalidity or unenforceability of any assignment of the insured
            mortgage, provided the assignment is shown in Schedule A, or the
            failure of the assignment shown in Schedule A to vest title to the
            insured mortgage in the named insured assignee free and clear of all
            liens.

The Company will also pay the costs, attorneys' fees and expenses incurred in
defense of the title or the lien of the insured mortgage, as insured, but only
to the extent provided in the Conditions and Stipulations.

Issued by:
CHICAGO TITLE COMPANY                            CHICAGO TITLE INSURANCE COMPANY
50 Winham Street
Salinas, CA 93901
(408) 424-8011                                       By: /s/ Richard L. Polla
                                                             President


                                                     By: /s/ Thomas J. Adams
                                                             Secretary

[SEAL] CHICAGO TITLE INSURANCE COMPANY
       CORPORATE SEAL

================================================================================

ALTA Loan Policy (10-17-92)
with ALTA Endorsement-Form 1 Coverage
<PAGE>

                            EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy
and the Company will not pay loss or damage, costs, attorneys' fees or expenses
which arise by reason of:

1.    (a)   Any law, ordinance or governmental regulation (including but not
            limited to building and zoning laws, ordinances, or regulations)
            restricting, regulating, prohibiting or relating to (i) the
            occupancy, use, or enjoyment of the land; (ii) the character,
            dimensions or location of any improvement now or hereafter erected
            on the land; (iii) a separation in ownership or a change in the
            dimensions or area of the land or any parcel of which the land is
            or was a part; or (iv) environmental protection, or the effect of
            any violation of these laws, ordinances or governmental
            regulations, except to the extent that a notice of the enforcement
            thereof or a notice of a defect, lien or encumbrance resulting from
            a violation or alleged violation affecting the land has been
            recorded in the public records at Date of Policy.

      (b)   Any governmental police power not excluded by (a) above, except to
            the extent that a notice of the exercise thereof or a notice of a
            defect, lien or encumbrance resulting from a violation or alleged
            violation affecting the land has been recorded in the public
            records at Date of Policy.

2.    Rights of eminent domain unless notice of the exercise thereof has been
      recorded in the public records at Date of Policy, but not excluding from
      coverage any taking which has occurred prior to Date of Policy which
      would be binding on the rights of a purchaser for value without
      knowledge.

3.    Defects, liens, encumbrances, adverse claims or other matters:

      (a)   created, suffered, assumed or agreed to by the insured claimant;

      (b)   not known to the Company, not recorded in the public records at
            Date of Policy, but known to the insured claimant and not disclosed
            in writing to the Company by the insured claimant prior to the date
            the insured claimant became an insured under this policy;

      (c)   resulting in no loss or damage to the insured claimant;

      (d)   attaching or created subsequent to Date of Policy (except to the
            extent that this policy insures the priority of the lien of the
            insured mortgage over any statutory lien for services, labor or
            material); or

      (e)   resulting in loss or damage which would not have been sustained if
            the insured claimant had paid value for the insured mortgage.

4.    Unenforceability of the lien of the insured mortgage because of the
      inability or failure of the insured at Date of Policy, or the inability
      or failure of any subsequent owner of the indebtedness, to comply with
      applicable doing business laws of the state in which the land is
      situated.

5.    Invalidity or unenforceability of the lien of the insured mortgage, or
      claim thereof, which arises out of the transaction evidenced by the
      insured mortgage and is based upon usury or any consumer credit
      protection or truth in lending law.

6.    Any statutory lien for services, labor or materials (or the claim of
      priority of any statutory lien for services, labor or materials over the
      lien of the insured mortgage) arising from an improvement or work
      related to the land which is contracted for and commenced subsequent to
      Date of Policy and is not financed in whole or in part by proceeds of
      the indebtedness secured by the insured mortgage which at Date of Policy
      the insured has advanced or is obligated to advance.

7.    Any claim, which arises out of the transaction creating the interest of
      the mortgagee insured by this policy, by reason of the operation of
      federal bankruptcy, state insolvency, or similar creditors' rights laws,
      that is based on:

      (i)   the transaction creating the interest of the insured mortgagee
            being deemed a fraudulent conveyance or fraudulent transfer; or

      (ii)  the subordination of the interest of the insured mortgagee as a
            result of the application of the doctrine equitable subordination;
            or

      (iii) the transaction creating the interest of the insured mortgagee being
            deemed a preferential transfer except where the preferential
            transfer results from the failure:

            (a)   to timely record the instrument of transfer; or

            (b)   of such recordation to impart notice to a purchaser for value
                  or a judgment or lien creditor.

                           CONDITIONS AND STIPULATIONS

1.    DEFINITION OF TERMS

      The following terms when used in this policy mean:

      (a) "insured" the insured named in Schedule A. The term "insured" also
includes

      (i) the owner of the indebtedness secured by the insured mortgage and each
successor in ownership of the indebtedness except a successor who is an obligor
under the provisions of Section 12(c) of these Conditions and Stipulations
(reserving, however, all rights and defenses as to any successor that the
Company would have had against any predecessor insured, unless the successor
acquired the indebtedness as a purchaser for value without knowledge of the
asserted defect, lien, encumbrance, adverse claim or other matter insured
against by this policy as affecting title to the estate or interest in the
land);

      (ii) any governmental agency or governmental instrumentality which is an
insurer or guarantor under an insurance contract or guaranty insuring or
guaranteeing the indebtedness secured by the insured mortgage, or any part
thereof, whether named as an insured herein or not;

      (iii) the parties designated in Section 2(a) of these Conditions and
Stipulations

      (b) "insured claimant" an insured claiming loss or damage.

      (c) "knowledge" or "known" actual knowledge, not constructive knowledge or
notice which may be imputed to an insured by reason of the public records as
defined in this policy or any other records which impart constructive notice of
matters affecting the land.

      (d) "land": the land described or referred to in Schedule A, and
improvements affixed thereto which by law constitute real property. The term
"land" does not include any property beyond the lines of the area described or
referred to in Schedule A, nor any right, title, interest, estate or easement in
abutting streets, roads, avenues, alleys, lanes, ways or waterways, but nothing
herein shall modify or limit the extent to which a right of access to and from
the land is insured by this policy.

      (e) "mortgage" mortgage, deed of trust, trust deed, or other security
instrument.

      (f) "public records": records established under state statutes at Date of
Policy for the purpose of imparting constructive notice of matters relating to
real property to purchasers for value and without knowledge. With respect to
Section 1(a)(iv) of the Exclusions From Coverage, "public records" shall also
include environmental protection liens filed in the records of the clerk of the
United States district court for the district in which the land is located.

      (g) "unmarketability of the title": an alleged or apparent matter
affecting the title to the land, not excluded or excepted from coverage, which
would entitle a purchaser of the estate or interest described in Schedule A or
the insured mortgage to be released from the obligation to purchase by virtue of
a contractual condition requiring the delivery of marketable title.

2.    CONTINUATION OF INSURANCE

      (a) After Acquisition of Title. The coverage of this policy shall continue
in force as of Date of Policy in favor of (i) an insured who acquires all or any
part of the estate or interest in the land by foreclosure, trustee's sale,
conveyance in lieu of foreclosure, or other legal manner which discharges the
lien of the insured mortgage; (ii) a transferee of the estate or interest so
acquired from an insured corporation, provided the transferee is the parent or
wholly-owned subsidiary of the insured corporation, and their corporate
successors by operation of law and not by purchase, subject to any rights or
defenses the Company may have against any predecessor insureds; and (iii) any
governmental agency or governmental instrumentality which acquires all or any
part of the estate or interest pursuant to a contract of insurance or guaranty
insuring or guaranteeing the indebtedness secured by the insured mortgage.

      (b) After Conveyance of Title. The coverage of this policy shall continue
in force as of Date of Policy in favor of an insured only so long as the insured
retains an estate or interest in the land, or holds an indebtedness secured by a
purchase money mortgage given by a purchaser from the insured, or only so long
as the insured shall have liability by reason of covenants of warranty made by
the insured in any transfer or conveyance of the estate or interest. This policy
shall not continue in force in favor of any purchaser from the insured of either
(i) an estate or interest in the land, or (ii) an indebtedness secured by a
purchase money mortgage given to the insured.
<PAGE>

      (c) Amount of Insurance. The amount of insurance after the acquisition or
after the conveyance shall in neither event exceed the least of

      (i) the Amount of Insurance stated in Schedule A.

      (ii) the amount of the principal of the indebtedness secured by the
insured mortgage as of Date of Policy, interest thereon, expenses of
foreclosure, amounts advanced pursuant to the insured mortgage to assure
compliance with laws or to protect the lien of the insured mortgage prior to the
time of acquisition of the estate or interest in the land and secured thereby
and reasonable amounts expended to prevent deterioration of improvements, but
reduced by the amount of all payments made, or

      (iii) the amount paid by any governmental agency or governmental
instrumentality if the agency or instrumentality is the insured claimant, in the
acquisition of the estate or interest in satisfaction of its insurance contract
or guaranty

3.    NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT

      The insured shall notify the Company promptly in writing (i) in case of
any litigation as set forth in Section 4(a) below, (ii) in case knowledge shall
come to an insured hereunder of any claim of title or interest which is adverse
to the title to the estate or interest or the lien of the insured mortgage, as
insured, and which might cause loss or damage for which the Company may be
liable by virtue of this policy, or (iii) if title to the estate or interest or
the lien of the insured mortgage, as insured, is rejected as unmarketable. If
prompt notice shall not be given to the Company, then as to the insured all
liability of the Company shall terminate with regard to the matter or matters
for which prompt notice is required, provided, however, that failure to notify
the Company shall in no case prejudice the rights of any insured under this
policy unless the Company shall be prejudiced by the failure and then only to
the extent of the prejudice

4.    DEFENSE AND PROSECUTION OF ACTIONS; DUTY OF INSURED CLAIMANT TO COOPERATE

      (a) Upon written request by the insured and subject to the options
contained in Section 6 of these Conditions and Stipulations, the Company, at its
own cost and without unreasonable delay, shall provide for the defense of an
insured in litigation in which any third party asserts a claim adverse to the
title or interest as insured but only as to those stated causes of action
alleging a defect, lien or encumbrance or other matter insured against by this
policy. The Company shall have the right to select counsel of its choice
(subject to the right of the insured to object for reasonable cause) to
represent the insured as to those stated causes of action and shall not be
liable for and will not pay the fees of any other counsel. The Company will not
pay any fees costs or expenses incurred by the insured in the defense of those
causes of action which allege matters not insured against by this policy

      (b) The Company shall have the right, at its own cost, to institute and
prosecute any action or proceeding or to do any other act which in its opinion
may be necessary or desirable to establish the title to the estate or interest
or the lien of the insured mortgage, as insured, or to prevent or reduce loss or
damage to the insured. The Company may take any appropriate action under the
terms of this policy, whether or not it shall be liable hereunder, and shall not
thereby concede liability or waive any provision of this policy. If the Company
shall exercise its rights under this paragraph, it shall do so diligently.

      (c) Whenever the Company shall have brought an action or interposed a
defense as required or permitted by the provisions of this policy, the Company
may pursue any litigation to final determination by a court of competent
jurisdiction and expressly reserves the right, in its sole discretion, to appeal
from any adverse judgment or order

      (d) In all cases where this policy permits or requires the Company to
prosecute or provide for the defense of any action or proceeding, the insured
shall secure to the Company the right to so prosecute or provide defense in the
action or proceeding, and all appeals therein, and permit the Company to use, at
its option, the name of the insured for this purpose. Whenever requested by the
Company, the insured, at the Company's expense, shall give the Company all
reasonable and (i) in any action or proceeding, securing evidence, obtaining
witnesses, prosecuting or defending the action or proceeding, or effecting
settlement, and (ii) in any other lawful act which in the opinion of the Company
may be necessary or desirable to establish the title to the estate or interest
or the lien of the insured mortgage, as insured. If the Company is prejudiced by
the failure of the insured to furnish the required cooperation, the Company's
obligations to the insured under the policy shall terminate, including any
liability or obligation to defend, prosecute or continue any litigation, with
regard to the matter or matters requiring such cooperation

5.    PROOF OF LOSS OR DAMAGE

      In addition to and after the notices required under Section 3 of these
Conditions and Stipulations have been provided the Company, a proof of loss or
damage signed and sworn to by the insured claimant shall be furnished to the
Company within 90 days after the insured claimant shall ascertain the facts
giving rise to the loss or damage. The proof of loss or damage shall describe
the defect in or lien or encumbrance on the title, or other matter insured
against by this policy which constitutes the basis of loss or damage and shall
state to the extent possible the basis of calculating the amount of the loss or
damage. If the Company is prejudiced by the failure of the insured claimant to
provide the required proof of loss or damage the Company's obligations to the
insured under the policy shall terminate, including any liability or obligation
to defend, prosecute or continue any litigation with regard to the matter or
matters requiring such proof of loss or damage

      In addition, the insured claimant may reasonably be required to submit to
examination under oath by any authorized representative of the Company and shall
produce for examination, inspection and copying at such reasonable times and
places as may be designated by any authorized representative of the Company, all
records, books, ledgers, checks, correspondence and memoranda, whether bearing a
date before or after Date of Policy which reasonably pertain to the loss or
damage. Further, if requested by any authorized representative of the Company
the insured claimant shall grant its permission, in writing, for any authorized
representative of the Company to examine, inspect and copy all records, books,
ledgers, checks, correspondence and memoranda in the custody or control of a
third party which reasonably pertain to the loss or damage. All information
designated as confidential by the insured claimant provided to the Company
pursuant to this Section shall not be disclosed to others unless, in the
reasonable judgment of the Company, it is necessary in the administration of the
claim. Failure of the insured claimant to submit for examination under oath,
produce other reasonably requested information or grant permission to secure
reasonably necessary information from third parties as required in this
paragraph, unless prohibited by law or governmental regulation, shall terminate
any liability of the Company under this policy as to that claim.

6.    OPTIONS TO PAY OTHERWISE SETTLE CLAIMS: TERMINATION OF LIABILITY

      In case of a claim under this policy, the Company shall have the following
additional options

      (a) TO PAY OR TENDER PAYMENT OF THE AMOUNT OF INSURANCE OR TO PURCHASE THE
INDEBTEDNESS.

      (i) to pay or tender payment of the amount of insurance under this policy
together with any costs, attorneys' fees and expenses incurred by the insured
claimant, which were authorized by the Company up to the time of payment or
tender of payment and which the Company is obligated to pay, or

      (ii) to purchase the indebtedness secured by the insured mortgage for the
amount owing thereon together with any costs, attorneys' fees and expenses
incurred by the insured claimant which were authorized by the Company up to the
time of purchase and which the Company is obligated to pay

      If the Company offers to purchase the indebtedness as herein provided the
owner of the indebtedness shall transfer, assign, and convey the indebtedness
and the insured mortgage, together with any collateral security to the Company
upon payment therefor

      Upon the exercise by the Company of either of the options provided for in
paragraphs a(i) or (ii), all liability and obligations to the insured under this
policy, other than to make the payment required in those paragraphs shall
terminate, including any liability or obligation to defend, prosecute or
continue any litigation, and the policy shall be surrendered to the Company for
cancellation

      (b) TO PAY OR OTHERWISE SETTLE WITH PARTIES OTHER THAN THE INSURED OR WITH
THE INSURED CLAIMANT.

      (i) to pay or otherwise settle with other parties for or in the name of an
insured claimant any claim insured against under this policy, together with any
costs, attorneys' fees and expenses incurred by the insured claimant which were
authorized by the Company up to the time of payment and which the Company is
obligated to pay; or

      (ii) to pay or otherwise settle with the insured claimant the loss or
damage provided for under this policy, together with any costs, attorneys' fees
and expenses incurred by the insured claimant which were authorized by the
Company up to the time of payment and which the Company is obligated to pay.

      Upon the exercise by the Company of either of the options provided for in
paragraphs (b)(i) or (ii), the Company's obligations to the insured under this
policy for the claimed loss or damage, other than the payments required to be
made, shall terminate, including any liability or obligation to defend,
prosecute or continue any litigation.

7.    DETERMINATION AND EXTENT OF LIABILITY

      This policy is a contract of indemnity against actual monetary loss or
damage sustained or incurred by the insured claimant who has suffered loss or
damage by reason of matters insured against by this policy and only to the
extent herein described.

      (a) The liability of the Company under this policy shall not exceed the
least of

      (i) the Amount of Insurance stated in Schedule A or if applicable the
amount of insurance as defined in Section 2(c) of these Conditions and
Stipulations.

      (ii) the amount of the unpaid principal indebtedness secured by the
insured mortgage as limited or provided under Section 8 of these Conditions and
Stipulations or as reduced under Section 9 of these Conditions and Stipulations,
at the time the loss or damage insured against by this policy occurs together
with interest thereon, or
<PAGE>

insured and the value of the insured estate or interest subject to the defect
lien or encumbrance insured against by this policy

      (b) to the event the insured has acquired the estate or interest of the
manner described in Section 2(a) of these Conditions and Stipulations or has
conveyed the title then the liability of the Company shall continue as set forth
in Section 7(a) of these Conditions and Stipulations

      (c) The Company will pay only those costs attorneys fees and expenses
incurred in accordance with Section 4 of these Conditions and Stipulations

8.    LIMITATION OF LIABILITY

      (a) If the Company establishes the title or removes the alleged defect
lien or encumbrance or cures the lack of a right of access to or from the land,
or cures the claim of unmarketability of title or otherwise establishes the lien
of the insured mortgage all as insured in a reasonably diligent manner by any
method including litigation and the completion of any appeals therefrom it shall
have fully performed its obligations with respect to that matter and shall not
be liable for any loss or damage caused thereby

      (b) In the event of any litigation including litigation by the Company or
with the Company's consent, the Company shall have no liability for loss or
damage until there has been a final determination by a court of competent
jurisdiction and disposition of all appeals therefrom, adverse to the title or
to the lien of the insured mortgage, as insured

      (c) The Company shall not be liable for loss or damage to any insured for
liability voluntarily assumed by the insured in settling any claim or suit
without the prior written consent of the Company.

      (d) The Company shall not be liable for: (i) any indebtedness created
subsequent to Date of Policy except for advances made to protect the lien of the
insured mortgage and secured thereby and reasonable amounts expended to prevent
deterioration of improvements, or (ii) construction loan advances made
subsequent to Date of Policy, except construction loan advances made subsequent
to Date of Policy for the purpose of financing in whole or in part the
construction of an improvement to the land which at Date of Policy were secured
by the insured mortgage and which the insured was and continued to be obligated
to advance at and after Date of Policy.

9.    REDUCTION OF INSURANCE: REDUCTION OR TERMINATION OF LIABILITY

      (a) All payments under this policy, except payments made for costs,
attorneys' fees and expenses, shall reduce the amount of the insurance pro
tanto. However, any payments made prior to the acquisition of title to the
estate or interest as provided in Section 2(a) of these Conditions and
Stipulations shall not reduce pro tanto the amount of the insurance afforded
under this policy except to the extent that the payments reduce the amount of
the indebtedness secured by the insured mortgage

      (b) Payment in part by any person of the principal of the indebtedness, or
any other obligation secured by the insured mortgage, or any voluntary partial
satisfaction or release of the insured mortgage, to the extent of the payment,
satisfaction or release, shall reduce the amount of insurance pro tanto. The
amount of insurance may thereafter be increased by accruing interest and
advances made to protect the lien of the insured mortgage and secured thereby,
with interest thereon, provided in no event shall the amount of insurance be
greater than the Amount of Insurance stated in Schedule A.

      (c) Payment in full by any person or the voluntary satisfaction or release
of the insured mortgage shall terminate all liability of the Company except as
provided in Section 2(a) of these Conditions and Stipulations.

10.   LIABILITY NONCUMULATIVE

      If the insured acquires title to the estate or interest in satisfaction of
the indebtedness secured by the insured mortgage, or any part thereof, it is
expressly understood that the amount of insurance under this policy shall be
reduced by any amount the Company may pay under any policy insuring a mortgage
to which exception is taken in Schedule B or to which the insured has agreed,
assumed, or taken subject, or which is hereafter executed by an insured and
which is a charge or lien on the estate or interest described or referred to in
Schedule A, and the amount so paid shall be deemed a payment under this policy.

11.   PAYMENT OF LOSS

      (a) No payment shall be made without producing this policy for endorsement
of the payment unless the policy has been lost or destroyed, in which case proof
of loss or destruction shall be furnished to the satisfaction of the Company

      (b) When liability and the extent of loss or damage has been definitely
fixed in accordance with these Conditions and Stipulation, the loss or damage
shall be payable within 30 days thereafter.

12.   SUBROGATION UPON PAYMENT OR SETTLEMENT

      (a) THE COMPANY'S RIGHT OF SUBROGATION. Whenever the Company shall have
settled and paid a claim under this policy, all right of subrogation shall vest
in the Company unaffected by any act of the insured claimant.

      The Company shall be subrogated to and be entitled to all rights and
remedies which the insured claimant would have had against any person or
property in respect to the claim had this policy not been issued. If requested
by the Company, the insured claimant shall transfer to the Company all rights ??
of subrogation. The insured claimant shall permit the Company to sue compromise
or settle in the name of the insured claimant and 'caused the name of the
insured claimant in any transaction obligation involving these rights or
remedies

      If a payment on account of a claim does not fully cover the loss of the
insured claimant, the Company shall be subrogated to all rights and remedies of
the insured claimant after the insured claimant shall have recovered its
principal, interest, and costs of collection

      (b) THE INSURED'S RIGHTS AND LIMITATIONS.

      Notwithstanding the foregoing, the owner of the indebtedness secured by
the insured mortgage, provided the priority of the lien of the insured mortgage
or its enforceability is not affected, may release or substitute the personal
liability of any debtor or guarantor, or extend or otherwise modify the terms of
payment, or release a portion of the estate or interest from the lien of the
insured mortgage, or release any collateral security for the indebtedness

      When the permitted acts of the insured claimant occur and the insured has
knowledge of any claim of title or interest adverse to the title to the estate
or interest or the priority or enforceability of the lien of the insured
mortgage as insured, the Company shall be required to pay only that part of any
losses insured against by this policy which shall exceed the amount, if any lost
to the Company by reason of the impairment by the insured claimant of the
Company's right of subrogation.

      (c) THE COMPANY'S RIGHTS AGAINST NON-INSURED OBLIGORS.

      The Company's right of subrogation against non-insured obligors shall
exist and shall include, without limitation, the rights of the insured to
indemnities, guaranties, other policies of insurance or bonds, notwithstanding
any terms or conditions contained in those instruments which provide for
subrogation rights by reason of this policy

      The Company's right of subrogation shall not be avoided by acquisition of
the insured mortgage by an obligor (except an obligor described in Section
1(a)(ii) of these Conditions and Stipulations) who acquires the insured mortgage
as a result of an indemnity, guarantee, other policy of insurance, or bond and
the obligor will not be an insured under this policy, notwithstanding Section
1(a)(i) of these Conditions and Stipulations

13.   ARBITRATION

      Unless prohibited by applicable law, either the Company or the insured may
demand arbitration pursuant to the Title Insurance Arbitration Rules of the
American Arbitration Association. Arbitrable matters may include, but are not
limited to, any controversy or claim between the Company and the insured arising
out of or relating to this policy, any service of the Company in connection with
its issuance or the breach of a policy provision or other obligation. All
arbitrable matters when the Amount of Insurance is $1,000,000 or less shall be
arbitrated at the option of either the Company or the insured. All arbitrable
matters when the Amount of Insurance is in excess of $1,000,000 shall be
arbitrated only when agreed to by both the Company and the insured. Arbitration
pursuant to this policy and under the Rules in effect on the date the demand for
arbitration is made or, at the option of the insured, the Rules in effect at
Date of Policy shall be binding upon the parties. The award may include
attorneys' fees only if the laws of the state in which the land is located
permit a court to award attorneys' fees to a prevailing party. Judgment upon the
award rendered by the Arbitrator(s) may be entered in any court having
jurisdiction thereof.

      The law of the situs of the land shall apply to an arbitration under the
Title Insurance Arbitration Rules.

      A copy of the Rules may be obtained from the Company upon request.

14.   LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT

      (a) This policy together with all endorsement, if any, attached hereto by
the Company is the entire policy and contract between the insured and the
Company. In interpreting provision of this policy, this policy shall be
construed as a whole.

      (b) Any claim of loss or damage, whether or not based on negligence, and
which arises out of the status of the lien of the insured mortgage or of the
title to the estate or interest covered hereby or by any action asserting such
claim, shall be restricted to this policy.

      (c) No amendment of or endorsement to this policy can be made except by a
writing endorsed hereon or attached hereto signed by either the President, a
Vice President, the Secretary, an Assistant Secretary, or validating officer or
authorized signatory of the Company.

15.   SEVERABILITY

      In the event any provision of this policy is held invalid or unenforceable
under applicable law, the policy shall be deemed not to include that provision
and all other provisions shall remain in full force and effect.

16.   NOTICES, WHERE SENT

      All notices required to be given the Company and any statement in writing
required to be furnished the Company shall include the number of this policy and
shall be addressed to the Company at the issuing office or to

      CHICAGO TITLE INSURANCE COMPANY
      CLAIMS DEPARTMENT
      171 NORTH CLARK STREET
      CHICAGO, ILLINOIS 60601-3294

Reorder form No 8264 (Rev 10-17-92)
<PAGE>

                                   SCHEDULE A

================================================================================

                                                        Policy No : 1704853 - MM
                                                           Premium: $300.00

Amount of Insurance: $5,961,443.00
Date of Policy: December 31, 1996 at 1:00 PM

1. Name of Insured:

MIDLAND LOAN SERVICES, L. P. ("MIDLAND"), ITS SUCCESSORS AND ASSIGNS, AS DEFINED
IN PARAGRAPH 1(A) OF THE CONDITIONS AND STIPULATIONS OF THIS POLICY

2. The estate or interest in the land described in this schedule and which is
encumbered by the insured mortgage is:

A FEE

3. Title to the estate or interest in the land is vested in:

CMP-1, LLC,
a Delaware limited liability company

4. The insured mortgage and assignments thereof, if any, are described as
follows:

                     See Attached Exhibit - Insured Mortgage

================================================================================
<PAGE>

Policy No: 1704853 - MM
Page 2

                                   SCHEDULE A
                                   (CONTINUED)

================================================================================

5. The land referred to in this policy is situated in the State of California,
County of Monterey and is described as follows:

PARCEL I:

Parcel 1, as shown and designated on Map filed June 14th, 1978 in Volume 12 of
"Parcel Maps" at Page 114, Monterey County Records.

PARCEL II:

An easement for ingress and egress lying within Parcel 2, and lying adjacent to
the Southerly boundary of Parcel 1 as said "Easement for ingress and egress" and
Parcels 1 and 2 are shown and designated on map filed June 14, 1978 in Volume 12
of "Parcel Maps" at Page 114, Monterey County Records.

PARCEL III:

An easement for ingress and egress 24 feet in width as said 24' wide easement
for ingress and egress is shown and designated on map filed June 14, 1978 in
Volume 12 of "Parcel Maps" at Page 114, Monterey County Records.

PARCEL IV:

Parcel 2, as shown and designated on Map filed June 14, 1978 in Volume 12 of
"Parcel Maps" at Page 114, Monterey County Records.

PARCEL V:

Parcel 3, as shown and designated on Map filed June 14, 1978 in Volume 12 of
"Parcel Maps" at Page 114, Monterey County Records.

PARCEL VI:

An easement for ingress and egress 31 feet in width lying within the limits of
Parcel 1, as shown and designated on Map filed June 14, 1978 in Volume 12 of
"Parcel Maps" at Page 114, Monterey County Records.

================================================================================
<PAGE>

Policy No. 1704853 - MM
Page 1

                           EXHIBIT (INSURED MORTGAGE)

A Deed of Trust in an original amount of:

        Dated:                      December 31, 1996
        Amount:                     $45,000,000.00
        Trustor:                    CMP-1, LLC, a Delaware limited liability
                                    company
        Trustee:                    Chicago Title Insurance Company
        Beneficiary:                Midland Loan Services, L.P., a Missouri
                                    limited partnership
                                    210 West 10th Street
                                    Kansas City, Missouri 64105
      Recorded:                     December 31, 1996, Series No. 77704, in Reel
                                    3463, Page 510, Official Records

Said matter affects this and other property

The Beneficial interest under said Deed of Trust was assigned

To                                  Merrill Lynch Mortgage Capital, Inc., a New
                                    York corporation
By Assignment Dated:                December __, 1996
Recorded:                           December 31, 1996 in Reel 3463, Page 659,
                                    Official Records
<PAGE>

Policy No: 1704853 - MM

                                   SCHEDULE B

================================================================================

                            EXCEPTIONS FROM COVERAGE

This policy does not insure against loss or damage (and the Company will not pay
costs, attorneys' fees or expenses) which arise by reason of:

                                     PART I

1.    General and Special Taxes and Assessments, if any, for the fiscal year
      1996-97

      Assessment No.:                     253-111-018
      Code No.:                           005-022
      First Installment:                  $12,849.48, Paid
      Second Installment:                 $12,849.48, A lien not yet due or
                                          payable
      Assessed Valuation Of
      Personal Property:                  NONE
      Homeowners Exemption:               $NONE

      General and Special Taxes and Assessments, if any, for the fiscal year
      1996-97

      Assessment No.:                     253-111-019
      Code No.:                           005-022
      First Installment:                  $14,453.02, Paid
      Second Installment:                 $14,453.02, A lien not yet due or
                                          payable
      Assessed Valuation Of
      Personal Property:                  NONE
      Homeowners Exemption:               $NONE

      General and Special Taxes and Assessments, if any, for the fiscal year
      1996-97

      Assessment No.:                     253-111-020
      Code No.:                           005-022
      First Installment:                  $13,946.10, Paid
      Second Installment:                 $13,946.10, A lien not yet due or
                                          payable
      Assessed Valuation Of
      Personal Property:                  NONE
      Homeowners Exemption:               $NONE

2.    The Lien of Supplemental Taxes, for which a bill has been mailed after the
      date of the policy, pursuant to the provisions of Chapter 3.5,

================================================================================
<PAGE>

Policy No: 1704853  - MM

Page 2

                                SCHEDULE B-PART I
                                   (CONTINUED)

================================================================================

Revenue and Taxation Code, Sections 75 et seq.

3.    Waiver of any claims for damages due to the construction, maintenance
      and location of a State Highway, as set forth in the deed

      From:                         M. G. Souza, et ux
      To:                           State of California
      Recorded:                     February 14, 1931 in Book 279, Page 235,
                                    Official Records
      Affects:                      Those portions of Parcels 2 and 3 abutting
                                    Boronda Road

4.    An easement for the purpose shown below and rights incidental thereto as
      shown or as offered for dedication on the recorded map shown below.

      Map of:                       Volume 12, Parcel Maps, Page 114
      Recorded:                     June 14, 1978
      Easement
         Purpose:                   Ingress and egress 24 feet and 31 feet in
                                    width
      Affects:                      Parcels III and VI

      And as reserved in the deed recorded in Reel 1251, Page 38, Official
      Records.

5.    The fact that the ownership of said land does not include rights of
      access to or from the street or highway abutting said land, such rights
      having been relinquished by the map of said Tract.

      Affects:                      Those portions of Parcels 2 and 3 abutting
                                    Boronda Road

6.    An easement for the purpose shown below and rights incidental thereto as
      set forth in a document

      Granted to:                   The Pacific Telephone and Telegraph Company
                                    (No Representation is made as to the present
                                    ownership of said easement)
      Purpose:                      Utilities, 5' wide
      Recorded:                     August 3, 1978 in Reel 1264, Page 994,
                                    Official Records
      Affects:                      As set forth in the deed

7.    An easement for the purpose shown below and rights incidental thereto as
      set forth in a document

================================================================================
<PAGE>

Policy No: 1704853  - MM

Page 3

                               SCHEDULE B - PART I
                                   (CONTINUED)

      Granted to:                   The Pacific Gas and Electric Company, a
                                    California corporation (No Representation is
                                    made as to the present ownership of said
                                    easement)
      Purpose:                      Utilities, 10 feet in width
      Recorded:                     December 7, 1978 in Reel 1295, Page 390,
                                    Official Records

      The exact location and extent of said easement is not disclosed of
      record.

8.    An easement for the purpose shown below and rights incidental thereto as
      set forth in a document

      Granted to:                   The Pacific Gas and Electric Company, a
                                    California corporation
                                    (No Representation is made as to the present
                                    ownership of said easement)
      Purpose:                      Utilities, 10 feet in width
      Recorded:                     December 7, 1978 in Reel 1295, Page 392,
                                    Official Records

      The exact location and extent of said easement is not disclosed of
      record.

9.    An easement for the purpose shown below and rights incidental thereto as
      set forth in a document

      Granted to:                   Pacific Gas and Electric Company a
                                    California corporation
      Purpose:                      Public Utilities
      Recorded:                     February 1, 1979 in Reel 1306, Page 1127,
                                    Official Records
      Affects:                      That portion of said land as therein
                                    provided

10.   An easement for the purpose shown below and rights incidental thereto as
      set forth in a document

      Granted to:                   Pacific Telephone and Telegraph Company
      Purpose:                      Public Utilities
      Recorded:                     February 23, 1979 in Reel 1311, Page 400,
                                    Official Records
      Affects:                      As set forth in the deed

11.   An easement for the purpose shown below and rights incidental thereto as

================================================================================
<PAGE>

Policy No: 1704853  - MM

Page 4

                                SCHEDULE B-PART I
                                   (continued)

================================================================================

      set forth in a document

      Granted to:        Pacific Gas and Electric Company, a California
                         corporation
      Purpose:           Underground pipe. with suitable service pipes and
                         connections for the conveyance of gas
      Recorded:          April 30, 1979 in Reel 1326, Page 600, Official Records
      Affects:           As set forth in the deed

12.   An easement for the purpose shown below and rights incidental thereto as
      set forth in a document

      Granted to:        Pacific Gas and Electric Company, a California
                         corporation
      PURPOSE:           Public utilities
      Recorded:          April 30, 1979 in Reel 1326, Page 602, Official Records
      Affects:           As set forth in the deed

13.   An easement for the purpose shown below and rights incidental thereto as
      set forth in a document

      Granted to:        Pacific Gas and Electric Company, a California
                         corporation
      Purpose:           Public utilities
      Recorded:          April 30, 1979 in Reel 1326, Page 605, Official Records
      Affects:           As set forth in the deed

14.   An easement for the purpose shown below and rights incidental thereto as
      set forth in a document

      Granted to:        Water West Corporation, a corporation
      Purpose:           Pipelines, ingress and egress
      Recorded:          August 2, 1979 in Reel 1349, Page 810, Official Records
      Affects:           Those portions of said land as therein provided

15.   An easement for the purpose shown below and rights incidental thereto as
      set forth in a document

      Granted to:        Pacific Gas and Electric Company, a California
                         corporation
      Purpose:           Public utilities

================================================================================
<PAGE>

Policy No: 1704853 - MM

Page 5

                               SCHEDULE B - PART I
                                   (continued)

================================================================================

      Recorded:          August 6, 1979 in Reel 1352, Page 903, Official Records
      Affects:           As set forth in the deed

16.   An easement for the purpose shown below and rights incidental thereto as
      set forth in a document

      Granted to:        Pacific Gas and Electric Company, a California
                         corporation
      Purpose:           Underground pipes with suitable service pipes and
                         connections for the conveyance of gas
      Recorded:          August 16, 1979 in Reel 1352, Page 907, Official
                         Records
      Affects:           As set forth in the deed

17.   Terms and provisions as set forth in the Costs, Maintenance, Use and
      Assessments Regarding Private Roads

      Executed by:       Boronda Manor, a general partnership and by Homer M.
                         Hayward and Nancy Eccels Hayward
      Recorded:          September 21, 1979 in Reel 1360, Page 561, Official
                         Records

      Reference is made to said document for full particulars.

18.   Any rights, interest, or claims which may exist or arise by reason of
      the following facts shown on a survey plat entitled ALTA/ACSM Land Title
      Survey of Parcels 1, 2 and 3 in Volume 12, Parcel Maps, Page 114, dated
      May 15, 1996 December 11, 1996 prepared by Tronoff Associates:

      A) The fact that a 6' and 8' concrete wall encroaches in the Southerly
      boundary.

      B) The fact that high voltage boxes encroaches on the Westerly boundary.

      C) The fact that a 6' chain link fence is located along the Northerly
      boundary partially on said land and partially on said adjoining land.

      D) The fact that a 6' wood fence is located along the Westerly boundary
      partially on said land and partially on said adjoining land.

      E) The fact that a high voltage box, telephone box on concrete and a
      water meter encroach along the Northerly boundary.

      F) The fact that planter with ivy and trees encroach over the Northerly
      boundary.

================================================================================
<PAGE>

Policy No: 1704853  - MM

Page 6

                                SCHEDULE B-PART I
                                   (continued)

      G) The fact that planters with ivy and trees encroach over the Easterly
      boundary.

      H) The fact that 6' wood fence is located along the Easterly boundary
      partially on said land and partially on said adjoining land.

      I) The fact that 7' wood fence is located along the Southerly boundary
      partially on said land and partially on said adjoining land.

19.   An unrecorded lease with certain terms, covenants, conditions and
      provisions set forth therein

      Lessees:           (A) Signagi Space (B) Web
      Disclosed by:      Information furnished to this Company

================================================================================
<PAGE>

Policy No: 1704853 - MM

Page 1

                                   SCHEDULE B

================================================================================

                                     PART II

In addition to the matters set forth in Part I of this Schedule, the title
to the estate or interest in the land described or referred to in Schedule
A is subject to the following matters, if any be shown, but the Company
insures that these matters are subordinate to the lien or charge of the
insured mortgage upon the estate or interest:

1.    An Assignment of Rents, as additional security for the payment of the
      indebtedness secured by the Deed of Trust insured herein, which
      assignment was

      Executed By:                  CMP-1, LLP, a Delaware limited liability
                                    company
      To:                           Midland Loan Services, L.P., a Missouri
                                    limited partnership
      Recorded:                     December 31, 1996 in Reel 3463, Page 612,
                                    Official Records

2.    Terms and provisions as set forth in the Manager's Consent and
      Subordination of Management Agreement

      Executed by:                  JH Management Company, LLC, a California
                                    limited liability company, Midland Loan
                                    Services, L.P., a Missouri limited
                                    partnership. CMP-1, LLC, a Delaware limited
                                    liability company
      Recorded:                     December 31, 1996 in Reel 3463, Page 636,
                                    Official Records

3.    A financing statement filed in the office of the County Recorder,
      showing

      Debtor:                       CMP-1, LLC
      Secured Party:                Midland Loan Services, L.P.
      Property
        Covered:                    As therein described
      Recorded:                     December 31, 1996 in Reel 3463. Page 662,
                                    Official Records

      Said matter affects this and other property

      END OF SCHEDULE B

      PB

================================================================================
<PAGE>

                        Attached to and forming a part of

                              Policy No: 1704853 MM

                                    Issued by

                         CHICAGO TITLE INSURANCE COMPANY

The Company insures the owner of the indebtedness secured by the insured
mortgage against loss or damage sustained by reason of:

1.    Any incorrectness in the assurance that, at Date of Policy:

      (a)   There are no covenants, conditions or restrictions under which the
            lien of the mortgage referred to in Schedule A can be divested,
            subordinated or extinguished, or its validity, priority or
            enforceability impaired.

      (b)   Unless expressly excepted in Schedule B:

            (1)   There are no present violations on the land of any enforceable
                  covenants, conditions or restrictions, nor do any existing
                  improvements on the land violate any building setback lines
                  shown on a plat of subdivision recorded or filed in the public
                  records.

            (2)   Any instrument referred to in Schedule B as containing
                  covenants, conditions or restrictions on the land does not, in
                  addition, (i) establish an easement on the land; (ii) provide
                  a lien for liquidated damages; (iii) provide for a private
                  charge or assessment; (iv) provide for any option to purchase,
                  a right of first refusal or the prior approval of a future
                  purchaser or occupant.

            (3)   There is no encroachment of existing improvements located on
                  the land onto adjoining land, nor any encroachment onto the
                  land of existing improvements located on adjoining land.

            (4)   There is no encroachment of existing improvements located on
                  the land onto that portion of the land subject to any easement
                  excepted in schedule B.

2.    Any future violation on the land of any existing covenants, conditions or
      restrictions occurring prior to the acquisition of title to the estate or
      interest in the land by the insured, provided the violation results in:

      (a)   impairment or loss of the lien of the insured mortgage; or

      (b)   loss of title to the estate or interest in the land if the insured
            shall acquire title in satisfaction of the indebtedness secured by
            the insured mortgage.

3.    Damage to existing improvements, including lawns, shrubbery or trees:

      (a)   which are located on or encroach upon that portion of the land
            subject to any easement excepted in Schedule B, which damage results
            from the exercise of the right to maintain the easement for the
            purpose for which it was granted or reserved;

      (b)   resulting from the future exercise of any right to use the surface
            of the land for the extraction or development of minerals excepted
            from the description of the land or excepted in Schedule B.

4.    Any final court order or judgment requiring the removal from any land
      adjoining the land of any encroachment excepted in Schedule B.

5.    Any final court order or judgment denying the right to maintain any
      existing improvements on the land because of any violation of covenants,
      conditions or restrictions or building setback lines shown on a plat or
      subdivision recorded or filed in the public records.

Wherever in this endorsement the words "covenants, conditions or restrictions"
appear, they shall not be deemed to refer to or include the terms, covenants,
conditions or limitations contained in an instrument creating a lease.

No coverage is provided under this endorsement as to any covenant, condition,
restriction, or other provision relating to environmental protection.

This endorsement is made a part of the policy and is subject to all of the terms
and provisions thereof and of any prior endorsements thereto. Except to the
extent expressly stated, it neither modifies any of the terms and provisions of
the policy and any prior endorsements, nor does it extend the effective date of
the policy and any prior endorsements, nor does it increase the face amount
thereof.

                                           CHICAGO TITLE INSURANCE COMPANY


                                           By: /s/ [ILLEGIBLE]
                                              --------------------------------
                                                    Authorized Signatory

                                           CLTA Form 100.2
<PAGE>

                                   ENDORSEMENT
                        Attached to and forming a part of

                              Policy No. 1704853 MM

                                    Issued by
                         CHICAGO TITLE INSURANCE COMPANY

      The Company hereby assures the insured that the land abuts upon a
physically open street(s) known as BORONDA ROAD

      The company hereby insures the insured against loss which the insured
shall sustain in the event the assurance herein shall prove to be incorrect.

      This endorsement is made a part of the policy and is subject to all of the
terms and provisions thereof and of any prior endorsements thereto. Except to
the extent expressly stated, it neither modifies any of the terms and provisions
of the policy and any prior endorsements, nor does it extend the effective date
of the policy and any prior endorsements, nor does it increase the face amount
thereof.

Dated: DECEMBER 31, 1996

                                           CHICAGO TITLE INSURANCE COMPANY


                                           By: /s/ [ILLEGIBLE]
                                              --------------------------------
                                                    Authorized Signatory

                                           CLTA Form 103.7 (Rev.9-10-93)
<PAGE>

                                   ENDORSEMENT
                        Attached to and forming a part of

                              Policy No. 1704853 MM

                                    Issued by
                         CHICAGO TITLE INSURANCE COMPANY

      The company assures

            Merrill Lynch Mortgage capital, Inc.

                                                                "the Assured":

      (a)   That by a valid assignment or assignments the beneficial interest
            under the mortgage referred to in paragraph 4 of Schedule A has been
            transferred to the Assured;

      (b)   That no reconveyance, either full or partial, of the insured
            mortgage, or any modification or subordination thereof, appears in
            the public records.

      The Company hereby insures the Assured against loss which the Assured
shall sustain in the event that the assurances herein shall prove to be
incorrect.

      This endorsement is made a part of the policy and is subject to all of the
terms and provisions thereof and of any prior endorsements thereto. Except to
the extent expressly stated, it neither modifies any of the terms and provisions
of the policy and any prior endorsements, nor does it extend the effective date
of the policy and any prior endorsements, nor does it increase the face amount
thereof.

Dated: DECEMBER 31, 1996

                                           CHICAGO TITLE INSURANCE COMPANY


                                           By: /s/ [ILLEGIBLE]
                                              --------------------------------
                                                    Authorized Signatory

                                           CLTA Form 104.1 (Rev. 9-10-93)
<PAGE>

                                   ENDORSEMENT
                        Attached to and forming a part of

                              Policy No. 1704853 MM

                                    Issued by

                         CHICAGO TITLE INSURANCE COMPANY

The Policy is hereby amended by deleting paragraph(s) 7 of the Exclusion. from
Coverage

This endorsement is made a part of the policy and is subject to all of the terms
and provisions thereof and of any prior endorsements thereto. Except to the
extent expressly stated, it neither modifies any of the terms and provisions of
the policy and any prior endorsements, nor does it extend the effective date of
the policy and any prior endorsements, nor does it increase the face amount
thereof.

Dated: December 31, 1996

                                           CHICAGO TITLE INSURANCE COMPANY

                                           CHICAGO TITLE INSURANCE COMPANY


                                           By: /s/ [ILLEGIBLE]
                                              --------------------------------
                                                    Authorized Signatory

                                           CLTA Form 110.1 (Rev.9-10-93)
                                           ALTA or CLTA - Owner or Lender
<PAGE>

                                   ENDORSEMENT
                        Attached to and forming a part of

                              Policy No. 1704853 MM
                                    Issued by
                         CHICAGO TITLE INSURANCE COMPANY

            The company assures the insured that at Date of Policy there is
located on the land MULTI-FAMILY RESIDENCE known as

2073 SANTA RITA STREET
SALINAS, California

and that the map attached to this policy show the correct location and
dimensions of the land according to the public records.

            The Company hereby insures the insured against loss which the
insured shall sustain in the event that the assurance herein shall prove to be
incorrect.

            This endorsement is made a part of the policy and is subject to all
of the terms and provisions thereof and of any prior endorsement thereto. Except
to the extent expressly stated, it neither modifies any of the terms and
provisions of the policy and any prior endorsements, nor does it extend the
effective date of the policy and any prior endorsements, nor does it increase
the face amount thereof.

Dated: DECEMBER 31, 1996

                                           CHICAGO TITLE INSURANCE COMPANY

                                           CHICAGO TITLE INSURANCE COMPANY


                                           By: /s/ [ILLEGIBLE]
                                              --------------------------------
                                                    Authorized Signatory

                                           CLTA Form 116(Rev.9-10-93)
<PAGE>

CLTA FORM 116.1

                                   ENDORSEMENT

                        Attached to and forming a part of

                               Policy No. 1704853

                                    Issued by

                         CHICAGO TITLE INSURANCE COMPANY

The Company assures the Insured that the land is the same as that delineated on
the plat of a survey made by Tronoff Associates - Land Surveyors

On May 15, 1996 (revised December 11, 1996)

Designated Job No. 1-4047-1, which is attached hereto and made a part hereof.

The Company hereby insures the Insured against loss which said Insured shall
sustain in the event that the assurance herein shall prove to be incorrect.

This endorsement is made a part of said policy and is subject to all of the
terms and provisions thereof of any prior endorsements thereto. Except to the
extent expressly stated, it neither modifies any of the terms and provisions of
the policy and any prior endorsements, nor does it extend the effective date of
the policy and any prior endorsements, nor does it increase the amount thereof.

                                            CHICAGO TITLE INSURANCE COMPANY


                                           By: /s/ [ILLEGIBLE]
                                              --------------------------------
                                                    Assistant Secretary
<PAGE>

                                   ENDORSEMENT

                        Attached to and forming a part of

                                Policy No.1704853

                                    Issued by

                         CHICAGO TITLE INSURANCE COMPANY

      The Company assures the insured that the Parcels described in Schedule
      A are contiguous to each other.

      The Company hereby insures the insured against loss which the insured
shall sustain in the event that the assurance herein shall prove to be
incorrect.

      This endorsement is made a part of the policy and is subject to all of
the terms and provisions thereof and of any prior endorsements thereto.
Except to the extent expressly stated, it neither modifies any of the terms
and provisions of the policy and any prior endorsements, nor does it extend
the effective date of the policy and any prior endorsements, nor does it
increase the face amount thereof.

Dated: DECEMBER 31, 1996

                                           CHICAGO TITLE INSURANCE COMPANY


                                           By: /s/ [ILLEGIBLE]
                                              --------------------------------
                                                    Authorized Signatory

                                           CLTA Form 116.4 (Rev. 9-10.93)
<PAGE>

                                  ENDORSEMENT I

                        Attached to and forming a part of

                              Policy No. 1704853 MM

                                    Issued by

                         CHICAGO TITLE INSURANCE COMPANY

1.    The Company insures the Insured against loss or damage sustained by reason
      of any incorrectness in the assurance that, at Date of Policy:

      (a)   According to applicable zoning ordinances and amendments thereto,
            the land is classified Zone R-H-2.3

      (b)   The following use or uses are allowed under that classification
            subject to compliance with any conditions, restrictions, or
            requirements contained in the zoning ordinances and amendments
            thereto, including but not limited to the securing of necessary
            consents or authorizations as a prerequisite to the use or uses:

                            HIGH DENSITY RESIDENTIAL

2.    The Company further insures against loss or damage arising from a final
      decree of a court of competent jurisdiction

      (a)   prohibiting the use Of the land, with any structure presently
            located thereon, as specified in paragraph 1(b); or

      (b)   requiring the removal or alteration of the structure on the basis
            that, at Date of Policy, the ordinances and amendments thereto have
            been violated with respect to any following matters:

            (i)   Area, width or depth of the land as a building site for the
                  structure;

            (ii)  Floor space area of the structure;

            (iii) Setback of the structure from the property lines of the land;
                  or

            (iv)  Height of the structure.

      There shall be no liability under this endorsement based on the invalidity
of the ordinances and amendments thereto until after a final decree of a court
of competent jurisdiction adjudicating the invalidity, the effect of which is to
prohibit the use or uses.

      Loss or damage as to the matters insured against by this endorsement shall
not include loss or damage sustained or incurred by reason of the refusal of any
person to purchase, lease or lend money on the estate or interest covered by
this policy.

      This endorsement is made a part of the policy and is subject to all of the
terms and provisions thereof and of any prior endorsements thereto. Except to
the extent expressly stated, it neither modifies any of the terms and provisions
of the policy and any prior endorsements, nor does it extend the effective date
of the policy and any prior endorsements, nor does it increase the face amount
thereof.

                                 CHICAGO TITLE INSURANCE COMPANY

Dated: December 31, 1996


                                 By: /s/ [ILLEGIBLE]
                                    --------------------------------
                                         Authorized Signatory

                                 CLTA Form 1232 (Rev. 3-13-87)
<PAGE>

3305 (Usury)

                              E N D O R S E M E N T

                        Attached to and forming a part of

                               Policy No. 1704853

                         CHICAGO TITLE INSURANCE COMPANY

Dated as of the date of the policy to which this endorsement is attached.

The Company hereby insures the insured against loss or damage which the insured
shall sustain by reason of the entry of a final court order or judgment
determining and adjudging.

That the lien of the mortgage referred to in Schedule A is invalid or
unenforceable as to the principal and interest due on the note secured thereby,
said interest being computed in accordance with the provisions of said mortgage
and note, on the ground that the loan evidenced by the note secured thereby is
usurious in whole or in part under the laws of the State of California.

This endorsement is made a part of the policy and is subject to all of the terms
and provisions thereof and of any prior endorsement. thereto. Except to the
extent expressly stated. it neither modifies any of the terms and provisions of
the policy and any prior endorsements, nor does it extend the effective date of
the policy and any prior endorsements, nor does it increase the face amount
thereof.

                                       CHICAGO TITLE INSURANCE COMPANY

                                       By: /s/ [ILLEGIBLE]
                                          --------------------------------
                                                Authorized Signatory
<PAGE>

AGGREGATE TIE-IN

                              E N D O R S E M E N T

                        Attached to and forming a part of

                          Policy Nos. (See Exhibit "A")

                                    Issued by

                         CHICAGO TITLE INSURANCE COMPANY

The Company acknowledges that the land described in Schedule A of this
binder/policy is part of the aggregate purchase of $45,000,000 purchased along
with other property set forth in Schedule A of the binders/policies shown below,
by the Vestee on December 31, 1996. The binder/policy liability is aggregated
with binders/policies issued concurrently herewith shown by the following
binder/policy references:

                            SEE EXHIBIT "A" ATTACHED

Anything to the contrary notwithstanding in Paragraph 6(a) (ii) of the
Conditions and Stipulations of the Binder/Policy, the coverage afforded in this
Binder/Policy is aggregated with the coverage in all of the other
binders/policies identified in this endorsement so the effective insurance
coverage is $45,000,000. The total liability of the Company under this and all
binders/policies identified in this endorsement shall not exceed such amount,
but its liability in this Binder/Policy for the land described in Schedule A
remains limited by the provisions of Paragraph 6 (a) (i), 6 (a) (iii), of the
Conditions and Stipulations of this Binder/Policy. Any payment by the Company on
this or any of the binders/policies listed in this Endorsement shall reduce the
aggregate liability of the Company under all binders/policies, by the amount so
paid.

This endorsement is made a part of the binder/policy and is subject to all of
the terms and provisions thereof and of any prior endorsements thereto. Except
to the extent expressly stated, it neither modifies any of the terms and
provisions of the policy and any prior endorsements, nor does it extend the
effective date 0, the policy and any prior endorsements, nor does it increase
the amount thereof.
<PAGE>

Nothing Contained herein shall be construed as extending or changing the
effective date of the aforesaid binder/policy unless otherwise expressly stated.

IN WITNESS WHEREOF, the Company has caused its corporate name to be hereunto
affixed by its duly authorized officer(s).

                                           CHICAGO TITLE INSURANCE COMPANY


                                           By: /s/ [ILLEGIBLE]
                                              --------------------------------
                                                    Authorized Signatory
<PAGE>

                                   EXHIBIT "A"

Policy Number:           Country:           State:

1704860                  MONTEREY         CALIFORNIA
1704855                  MONTEREY         CALIFORNIA
1704856                  MONTEREY         CALIFORNIA
1704858                  MONTEREY         CALIFORNIA
1704854                  MONTEREY         CALIFORNIA
1704861                  MONTEREY         CALIFORNIA
1704859                  MONTEREY         CALIFORNIA
1704857                  MONTEREY         CALIFORNIA
1704853                  MONTEREY         CALIFORNIA
1704862                  MONTEREY         CALIFORNIA
<PAGE>

CONTINGENT LOSS
FIRST LOSS

                                   ENDORSEMENT

                        Attached to and forming a part of

                               Policy No. 1704853

                                    Issued by

                         CHICAGO TITLE INSURANCE COMPANY

In the event a defect, lien, encumbrance or other matter insured against by this
Policy creates a loss or a series of lossess which exceed in the aggregate ten
percent (10%) of the amount of insurance shown in Schedule A of this Policy, the
amount which the Company shall be liable to pay shall be determined without
requiring maturity of the entire indebtedness by acceleration or otherwise, and
without requiring the insured to pursue its remedies against any properties
which secure the indebtedness other than foreclosure upon the premises described
in Schedule A. The liability of the Company under this endorsement shall in no
case exceed the diminution in the value of the affected property caused by the
defect, lien or encumbrance or other matter less the liability of the Company
for insurance on the affected parcel of any lien or of any mortgage in Schedule
B of this policy. provided, however, that nothing in this endorsement shall
affect or impair the Company's right of subrogation with respect to the insured
premises.

Subrogation rights of the Company shall include entitlement to reimbursement for
all amounts paid under this endorsement should the indebtedness secured by the
insured mortgage be repaid or recovered through other securities, such possible
repayment or recovery being intended to render loss described herein as
contingent. The Company reserves the right before paying any amount under this
endorsement to obtain reasonable security for its rights of reimbursement.

Further, it is a condition of this endorsement that the Company may, at its
option, require that any payment to the insured be applied to reduce the
indebtedness secured by the insured mortgage.

Dated: December 31, 1996

                                           CHICAGO TITLE INSURANCE COMPANY


                                           By: /s/ [ILLEGIBLE]
                                              --------------------------------
                                                    Assistant Secretary
<PAGE>

                                                                         ADDENDA
- --------------------------------------------------------------------------------

                                ZONING ORDINANCE
                                    (R-H-2.3)
<PAGE>

ARTICLE II - BASE DISTRICT REGULATIONS
DIVISION 6 - R-H (HIGH DENSITY RESIDENTIAL DISTRICT REGULATIONS)
- --------------------------------------------------------------------------------

                                    CONTENTS

Sec. 37-44  Specific purposes................................................6-1
Sec. 37-45  Use classifications..............................................6-2
Sec. 37-46  Property development regulations.................................6-5
Sec. 37-47  Zoning Certificate...............................................6-9
Sec. 37-48  High density residential design guidelines.......................6-9
Sec. 37-49  Reserved........................................................6-23
Sec. 37-50  Reserved........................................................6-23

SEC. 37-44. SPECIFIC PURPOSES.

In addition to the general purposes listed in Division 37-1: General Provisions,
the specific purposes of the High Density Residential District regulations are
to:

      A.    Provide appropriately located areas for high density multiple family
            dwelling units consistent with the General Plan and with standards
            of public health and safety established by the Salinas Municipal
            Code;

      B.    Provide adequate light, air, privacy, and open space for each
            dwelling unit and protect residents from the harmful effects of
            excessive noise, population density, traffic congestion and other
            adverse environmental impacts;

      C.    Promote development of affordable housing by providing a density
            bonus for projects in which a portion of the dwellings are
            affordable to qualifying households;

      D.    Achieve design compatibility through the use of site development
            standards;

      E.    Protect adjoining low density residential districts from excessive
            noise or loss of sun, light, quiet, and privacy resulting from
            proximity to multifamily dwellings;

      F.    Provide sites for public and semipublic land uses needed to
            complement residential development or requiring a residential
            environment; and


                                                                      Page 6 - 1
<PAGE>

ARTICLE II - BASE DISTRICT REGULATIONS
DIVISION 6 - R-H (HIGH DENSITY RESIDENTIAL DISTRICT REGULATIONS)

      G.    Ensure the provision of public services and facilities needed to
            accommodate planned population densities.

The additional purposes of each R-H District are as follows:

      R-H-3.6. To provide for high density multifamily dwelling units where the
      maximum density including density bonus is 15 dwelling units per net acre.

      R-H-2.3. To provide for high density multifamily dwelling units where the
      maximum density including density bonus is 24 dwelling units per net acre.

      R-H-1.9. To provide for high density multifamily dwelling units in the
      Central City where the maximum density including density bonus is 28
      dwelling units per net acre. (Ord. No.2200 (NCS))

SEC. 37-45. USE CLASSIFICATIONS.

In the following schedule, the letter "P" designate use classifications
permitted in the R-H District, the letters "CUP" designate use classifications
allowed on approval of a Conditional Use Permit and the letters "SPR" designate
use classifications allowed on approval of a Site Plan Review.

- --------------------------------------------------------------------------------
       R-H (HIGH DENSITY RESIDENTIAL)         P         Permitted
            USE CLASSIFICATIONS               SPR       Site Plan Review
                                              CUP       Conditional Use Permit
                                              PUD       Planned Unit
                                                        Development Permit

- --------------------------------------------------------------------------------
                                                              Additional
                                                                 Use
                                ZONING DISTRICT              Regulations
                         -------------------------------   (See footnotes
          USE            R-H-3.6              R-H-1.9          below)
- --------------------------------------------------------------------------------
RESIDENTIAL USES:
- -----------------
Family day care homes:
Large                     SPR       SPR       SPR           (3)

Small                     P         P         P             (6)

Home occupations          P         P         P             (2)

Interim housing           CUP       CUP       CUP           (2)
- --------------------------------------------------------------------------------


Page 6 - 2
<PAGE>

ARTICLE II - BASE DISTRICT REGULATIONS
DIVISION 6 - R-H (HIGH DENSITY RESIDENTIAL DISTRICT REGULATIONS)

- --------------------------------------------------------------------------------
       R-H (HIGH DENSITY RESIDENTIAL)         P         Permitted
            USE CLASSIFICATIONS               SPR       Site Plan Review
                                              CUP       Conditional Use Permit
                                              PUD       Planned Unit
                                                        Development Permit

- --------------------------------------------------------------------------------
                                                                     Additional 
                                                                        Use     
                                        ZONING DISTRICT             Regulations 
                                 -------------------------------  (See footnotes
          USE                    R-H-3.6              R-H-1.9         below)    
- --------------------------------------------------------------------------------

Manufactured housing             P         P          P            
                                                                   
Mobile home parks                CUP       CUP        CUP            (4)
                                                                   
Multifamily dwellings            SPR       SPR        SPR          
                                                                   
Planned unit                     PUD       PUD        PUD            (5)
                                                                   
developments                                                       
                                                                   
Residential care  facilities      P         P          P           
                                                                   
Residential service              CUP       CUP        CUP          
                                                                   
facilities                                                         
                                                                   
Second dwellings                 CUP       CUP        CUP            (9)
                                                                   
Single family dwellings           P         P          P           
                                                                   
PUBLIC & SEMIPUBLIC:                                               
- --------------------                                               
                                                                   
Convalescent hospitals           CUP       CUP        CUP          
                                                                   
Cultural institutions            CUP       CUP        CUP          
                                                                   
Day care center                  CUP       CUP        CUP          
                                                                   
Park and recreation              CUP       CUP        CUP          
                                                                   
facilities                                                         
                                                                   
Public safety facilities         CUP       CUP        CUP          
                                                                   
Religious assembly               CUP       CUP        CUP          
                                                                   
Schools, public/private          CUP       CUP        CUP          
                                                                   
Telecommunications               NP        NP          NP          
                                                                   
facilities, major                                                  
                                                                   
Utilities, major                 CUP       CUP        CUP          
                                                                   
- --------------------------------------------------------------------------------


                                                                      Page 6 - 3
<PAGE>

ARTICLE II - BASE DISTRICT REGULATIONS
DIVISION 6 - R-H (HIGH DENSITY RESIDENTIAL DISTRICT REGULATIONS)

- --------------------------------------------------------------------------------
       R-H (HIGH DENSITY RESIDENTIAL)         P         Permitted
            USE CLASSIFICATIONS               SPR       Site Plan Review
                                              CUP       Conditional Use Permit
                                              PUD       Planned Unit
                                                        Development Permit

- --------------------------------------------------------------------------------
                                                                     Additional 
                                                                        Use     
                                        ZONING DISTRICT             Regulations 
                                 -------------------------------  (See footnotes
          USE                    R-H-3.6              R-H-1.9         below)    
- --------------------------------------------------------------------------------

ACCESSORY STRUCTURE              SPR         SPR      SPR           (7),(10)
- -------------------                                                         
& USES                                                                      
- ------                                                                      
                                                                            
Animals, domestic                                                   (1)     
                                                                            
Telecommunications               CUP         CUP      CUP           (11)    
                                                                            
Facilities, minor                                                           
                                                                            
Utilities, minor                  P           P        P                    
                                                                            
TEMPORARY USES                    P           P        P            (8)     
                                                                            
NONCONFORMING USES &             See Division 37-20: Nonconforming Uses &   
- --------------------             Structures.
STRUCTURES
- ----------
- --------------------------------------------------------------------------------

FOOTNOTES:

      (1)   Not more than 4 domestic animals may be kept on a lot except that
            newborn and baby animals up to the age of 3 months shall not be
            counted.

      (2)   See Section 37-147: Home occupations in R Districts.

      (3)   See Section 37-150: Large family day care homes.

      (4)   See Section 37-151: Mobile home parks.

      (5)   See Division 26: Planned Unit Development Permits.

      (6)   Small residential care facilities, small family day care facilities
            and interim housing serving 6 or fewer people are permitted. Such
            facilities shall be designed to accommodate a group living
            environment or be appropriate for small family day care.

      (7)   See Section 37-137: Accessory structures & uses. Accessory
            structures and uses will require a Site Plan Review or a conditional
            Use Permit if required by the principal use.

      (8)   See Section 37-164: Temporary uses and Division 37-24: Temporary Use
            of Land Permits.

      (9)   See Section 37-161: Second Dwelling units.


Page 6 - 4
<PAGE>

ARTICLE II - BASE DISTRICT REGULATIONS
DIVISION 6 - R-H (HIGH DENSITY RESIDENTIAL DISTRICT REGULATIONS)

      (10)  Any enclosed accessory structure with plumbing and/or gas utility
            connections is required to obtain a conditional use permit in
            accordance with Division 37-22: Variances and Conditional Use
            Permits, except for hot tubs, gazebos used to cover hot tubs, spas
            or pools, or other uses determined as similar by the Community
            Development Director. Plumbing for: laundry facilities, water
            heaters, and HVAC units in attached garages are exempt.

      (11)  See Section 37-163.1: Telecommunications facilities.

            (Ord. No. 2200 (NCS); Ord. No. 2245 (NCS); Ord. No. 2280 (NCS); Ord.
            No. 2301 (NCS)

SEC. 37-36. PROPERTY DEVELOPMENT REGULATIONS.

The following schedule prescribes development regulations for the High Density
Residential District:

- --------------------------------------------------------------------------------
                         R-H (HIGH DENSITY RESIDENTIAL)
                        PROPERTY DEVELOPMENT REGULATIONS
- --------------------------------------------------------------------------------
                                                                     Additional 
                                        ZONING DISTRICT             Regulations 
                                 -------------------------------  (See footnotes
          USE                    R-H-3.6              R-H-1.9         below)    
- --------------------------------------------------------------------------------

Lot size (sq. ft.)               7,200      7,200     7,200       (A)(B)(C)
                                                                           
Lot area per unit (sq. ft.):                                               
                                                                           
Less than 6,000                  6,000      6,000     6,000       (A)      
 6,000 and over                                                            
                                                                           
  With density bonus             2,900      1,800     1,500       (D) (E)  
                                                                           
Lot width (ft.)                  75         75        75                   
                                                                           
Corner lots                      80         80        80                   
                                                                           
Lot depth (ft.)                  100        100       100                  
                                                                           
Lot frontage (ft.)               35         35        35                   
                                                                           
Yards:                                                                     
                                                                           
Front (ft.)                      20         20        20          (F)(G)   
                                                                           
Side (ft. per story)             10         10        10          (F)      
                                                                           
Corner side (ft.)                20         20        20          (F)(J)   
                                                                           
Rear (ft. per story)             10         10        10          (F)      


                                                                      Page 6 - 5
<PAGE>

ARTICLE II - BASE DISTRICT REGULATIONS
DIVISION 6 - R-H (HIGH DENSITY RESIDENTIAL DISTRICT REGULATIONS)

- --------------------------------------------------------------------------------
                         R-H (HIGH DENSITY RESIDENTIAL)
                        PROPERTY DEVELOPMENT REGULATIONS
- --------------------------------------------------------------------------------
                                                                     Additional 
                                        ZONING DISTRICT             Regulations 
                                 -------------------------------  (See footnotes
          USE                    R-H-3.6              R-H-1.9         below)    
- --------------------------------------------------------------------------------

Bedrooms per unit (% of
total units):

 3 or more bedrooms              20         20        20             
                                                                     
 4 or more bedrooms              10         10        10             
                                                                     
Distance between                 10         10        10          (H)
structures (ft.)                                                     
                                                                     
Driveway length (ft. from        23         23        23          (L)
side walk)                                                           
                                                                     
Maximum height (ft.)             30         30        30          (K)
                                                                     
Maximum nonresidential FAR
                                 0.3        0.3       0.3         (P)
                                                                     
Usable open space per            500        500       500         (M)
dwelling (sq. ft.)                                                   

Single family dwellings                                           (O)


Landscaping                      See Section 37-148: Landscaping
                                 and irrigation.

Fences and walls                                                  (N)

Off-street parking and           See Division 37-18: Off-Street
loading                          Parking & Loading Regulations.

Driveway and corner              See Section 37-181: Driveway
visibility                       and corner visibility.

Signs                            See Division 37-19: Signs.

Outdoor facilities               See Section 37-153: Outdoor
                                 facilities.

Accessory structures &           See Section 37-137: Accessory
uses                             structures & uses.

Screening of mechanical          See Section 37-160: Screening
equipment                        of mechanical equipment.


Page 6 - 6
<PAGE>

ARTICLE II - BASE DISTRICT REGULATIONS
DIVISION 6 - R-H (HIGH DENSITY RESIDENTIAL DISTRICT REGULATIONS)

                              R-H (HIGH DENSITY RESIDENTIAL)
                             PROPERTY DEVELOPMENT REGULATIONS

- --------------------------------------------------------------------------------
                         R-H (HIGH DENSITY RESIDENTIAL)
                        PROPERTY DEVELOPMENT REGULATIONS
- --------------------------------------------------------------------------------
                                                                     Additional 
                                        ZONING DISTRICT             Regulations 
                                 -------------------------------  (See footnotes
          USE                    R-H-3.6              R-H-1.9         below)    
- --------------------------------------------------------------------------------

Swimming pools, spas and         See Section 37-163: Swimming pools, spas and
hot tubs                         hot stubs.

Recycling and solid waste        See Section 37-157: Recycling and solid waste
disposal                         disposal regulations.

Underground utilities            See Section 37-165: Underground utilities.

Performance standards            See Section 37-154: Performance standards.

Planned unit developments        See Division 37-26: Planned Unit Development
                                 Permits.

Nonconforming uses &             See Division 37-20: Nonconforming Uses & 
structures                       Structures.

Recreational vehicles,           See Section 37-156: Recreational vehicles, 
prohibited vehicles, and         prohibited vehicles and equipment parking and
equipment                        storage in R Districts.

Condominium conversions          See Section 37-142: Condominium conversions.

Vehicle trip reduction           See Section 37-165.1: Vehicle trip reduction.

FOOTNOTES:
- ----------

      (A)   See Section 37-144: Development on existing lots of record.

      (B)   See Section 37-143: Development on lots divided by district
            boundaries.

      (C)   Minimum lot sizes may be reduced when the exclusive use of such lots
            is intended for utility substations, pumping stations, and other
            similar facilities.

      (D)   See Section 37-139: Affordable housing density bonus. The maximum
            allowable density permitted in Conditional Growth Areas identified
            in the Salinas General Plan shall be 22 units per net acre with the
            use of both the density bonus plus the additional incentive of a
            site specific density increase, in accordance with Section 37-139:
            Affordable housing density bonus.


                                                                      Page 6 - 7
<PAGE>

                                                                         ADDENDA
- --------------------------------------------------------------------------------

                                [GRAPHIC OMITTED]

                                   FLOOD ZONE
                                    (ZONE B)
<PAGE>
                                                                         ADDENDA
- --------------------------------------------------------------------------------

                           PROFESSIONAL QUALIFICATIONS
<PAGE>

- --------------------------------------------------------------------------------
                                     ARTHUR
                                    ANDERSEN

                              JAMES A. GAVIN, MAI

                              PROFESSIONAL QUALIFICATIONS
                              --------------------------------------------------

PRESENT POSITION EXPERIENCE   Mr. James A. Gavin is a Principal in the Real
                              Estate Services Group of Arthur Andersen in the
                              Firm's Northern California region. He specializes
                              in the analysis and valuation of real estate.

EXPERIENCE                    Mr. Gavin has been actively engaged in the real
                              estate industry since 1980. He has conducted and
                              supervised appraisals for purposes of purchase
                              price allocation, estate planing, construction and
                              refinance lending, and foreclosure proceedings. He
                              has also had significant involvement on due
                              diligence assignments relative to bank and savings
                              and loan acquisitions.

                              Mr. Gavin has also had significant appraisal
                              management experience. From 1983 to 1986, he
                              opened and managed the San Jose regional appraisal
                              office for Lloyd's Bank of California (now Sanwa
                              Bank). He completed and oversaw valuation work on
                              commercial and multi-family construction projects.
                              He also was responsible for approving construction
                              draw requests from project general contractors. In
                              early 1986, Mr. Gavin left Lloyd's Bank to become
                              Vice President and Assistant Chief Appraiser for
                              Wells Fargo Bank's San Jose regional office as
                              part of their Real Estate Industries Group. There
                              he managed and reviewed the work of a staff of
                              five appraisal personnel and one cost engineer,
                              along with completing special assignments for
                              other lending arms of the Bank.

                              Mr. Gavin joined Arthur Andersen in August 1990
                              and heads the Real Estate Valuation Practice for
                              the Northern California Valuation Services Group.
                              Since coming to Arthur Andersen, he became the
                              Firm's Engagement Manager on a worldwide branch
                              valuation assignment for Bank of America as part
                              of its merger with Security Pacific Bank.

- --------------------------------------------------------------------------------
<PAGE>

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

                              Mr. Gavin has also expanded the group's client
                              base by providing valuation services to such
                              diverse non-tax and non-audit clients as Wells
                              Fargo Bank, Bank of America, McKesson Corporation,
                              Sun Microsystems, and Forest City Enterprises.
                              This client base is in addition to work completed
                              for such existing Firm clients as American Real
                              Estate Group, Sanwa Bank and Marriott Corporation.
                              Mr. Gavin has also been involved on RTC related
                              engagements as a project manager on work related
                              to Gibralter Savings and Home Savings in San
                              Diego.

                              Mr. Gavin's master planned community experience
                              includes the valuation of Aviara, a 2,000 acre
                              community in Carlsbad, California. This project
                              included an 18 hole championship golf course
                              designed by Arnold Palmer, a Four Seasons Hotel,
                              and a mixture of custom lot, single family and
                              multi-family residential programs. A shopping
                              center and elementary school, built to support the
                              proposed housing element, was also part of the
                              master plan.

                              Another major master planned community appraised
                              by Mr. Gavin's group is Lake Las Vegas in
                              Hendersen, Nevada. Lake Las Vegas is a 2,200 acre
                              community built around a man-made lake. The
                              project, at full build-out, will include
                              approximately 1,000 custom lot, single family and
                              multi-family units. The custom lot and single
                              family portions are centered by a private golf
                              course designed by Jack Nicklaus. These additional
                              courses will be constructed around a proposed
                              6,000 room resort hotel/casino component and the
                              multi-family component. There will also be an
                              office/retail component to support the residential
                              build-out.

Education                     Mr. Gavin received his Bachelor of Business
                              Administration degree from the University of
                              Wisconsin with an emphasis in real estate and
                              urban economics in 1980. He has also taken
                              advanced level courses in statistics and
                              accounting in the Masters Business Program at
                              Santa Clara University. He is involved in an
                              ongoing educational program given by the Appraisal
                              Institute necessary to maintain the MAI
                              designation.

- --------------------------------------------------------------------------------
<PAGE>

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

                              To receive the MAI designation, Mr. Gavin
                              completed the required seven courses covering a
                              variety of theoretical, mathematical and ethical
                              issues. Mr. Gavin is a certified general real
                              estate appraiser for the state of California,
                              License # AG005296. Mr. Gavin is also a state
                              certified appraiser in Nevada, Michigan, Utah and
                              Washington.

Professional Affiliations     Mr. Gavin is a member of the Appraisal Institute
                              where he is a past Chairman of the Northern
                              California Experience Committee. He is also a
                              member of the Institute's Ethics and Counseling
                              Committee. He received his MAI designation in
                              1988.

Testimony Experience          Assessment Appeals Board in San Francisco County
                              on behalf of Marriott Corporation. Case was
                              successfully completed during the first quarter of
                              1994.

                              Deposed related to valuation matters on a Master
                              Planned Community in San Diego County. Case was
                              settled before the Superior Court in San Diego in
                              1994.

                              IRS Federal Tax Court testimony in San Francisco
                              related to leasehold interest valuations for a
                              national clothing chain in connection with its
                              regional mall locations. Case was successfully
                              resolved in January 1995.

                              Deposed related to lost profits matter on behalf
                              of a Hawaii real estate developer.

                              Deposed related to valuation matters on two real
                              estate portfolios in order to assist in net worth
                              calculations. Case was before the Superior Court
                              of Contra Costa County and settled in 1996.

- --------------------------------------------------------------------------------
<PAGE>

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

                                     ARTHUR
                                    ANDERSEN

                            ARTHUR ANDERSEN & CO. SC
                               DEVLIN W. GARDELLA

                              PROFESSIONAL QUALIFICATIONS
                              --------------------------------------------------

PRESENT POSITION:             Mr. Gardella is a Manager in the Valuation
                              Services Group (VSG) at Arthur Andersen, San
                              Francisco. He joined VSG in 1992.

EXPERIENCE:                   Mr. Gardella specializes in real estate valuation
                              and consulting services. On the consulting side,
                              he recently conducted a collaborative project with
                              six high-technology, publicly-held companies to
                              benchmark financial data and real estate delivery
                              processes and to identify performance gaps and
                              best practices. Mr. Gardella has also assisted
                              with business locations analyses for a
                              multi-billion dollar company by developing
                              detailed capital/expense budgets, augmenting
                              existing financial models, and designing
                              reorganization strategies.

                              Additionally, Mr. Gardella has provided valuation
                              services, transaction support/negotiation, and
                              feasibility analyses for commercial, industrial,
                              residential and agricultural properties in many
                              states across the country.

                              Prior to Arthur Andersen, Mr. Gardella served as a
                              real estate advisor to the Executor of a family
                              estate and as a real estate analyst with Liquidity
                              Fund Investment Corporation and its National Real
                              Estate Index. (Liquidity Fund created the
                              secondary market for real estate limited
                              partnerships in the late 198Os.)

EDUCATION                     Mr. Gardella earned his Bachelor of Science degree
                              in Business Administration, with emphases in Real
                              Estate and Finance, from the University of
                              California, Berkeley.

                              He has also successfully completed several courses
                              held by the Appraisal Institute and the Commercial
                              Investment Real Estate Institute, including:

                                     Financial & Decision Analysis for
                                      Commercial Real Estate;
                                     Advanced Income Capitalization;
                                     Advanced Appraisal Applications;
                                     Advanced sales Comparison & Cost
                                     Approaches; and Highest & Best Use and
                                      Market Analysis

PROFESSIONAL AFFILIATIONS     Candidate for the MAI designation of the Appraisal
                              Institute and for the CCIM designation of the
                              Commercial Investment Real Estate Institute.


                                                                  September 1997
- --------------------------------------------------------------------------------



                                   DISCLAIMER

The appraisal report appearing below is addressed to NationsBank of Texas, N.A.
("NationsBank"). NationsBank does not represent that the presumptions or
conclusions in the appraisals are relevant or accurate and does not endorse the
conclusions set forth in the appraisal. Any value, presumption, or conclusion
regarding the property or properties appraised in the report must be verified
independently of NationsBank. This appraisal has not been approved by
NationsBank and is being transmitted without representation and warranty of
NationsBank.
<PAGE>

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

                                APPRAISAL REPORT

                              The Capri Apartments
                                 349 Iris Drive
                            Salinas, California 93906

                 Effective Date of Appraisal: September 28, 1996

                                 APPRAISED FOR:
                            NationsBank of Texas,N.A.
                           Real Estate Risk Assessment
                           901 Main Street, 51st Floor
                            Dallas, Texas 75202-3714

                                  APPRAISED BY:

                            ROBERT SAIA & ASSOCIATES
                                313 Avalon Avenue
                          Santa Cruz, California 95060

- --------------------------------------------------------------------------------
<PAGE>

                          ROBERT SAIA, MAI & ASSOCIATES
                        Property Appraisers & Consultants
- --------------------------------------------------------------------------------

September 28, 1996

Mr. Gary D. Long
Real Estate Risk Assessment
NationsBank of Texas, N.A.
901 Main Street, 51st Floor
Dallas, Texas 75202-3714

Dear Mr. Long:

As requested, Robert Saia & Associates has completed a market value "as is"
appraisal of the 114-unit apartment complex known as "The Capri Apartments,"
located at 349 Iris Drive in Salinas, California. The Capri Apartments were
first constructed in 1965 and included 64 units; an addition was completed in
1973 that included 50 units.

The property rights appraised are those of the leased fee interest. Many of the
units are on short-term leases (less than one year), thus there is no leasehold
or leased fee bonus values to consider. In other words, the fee simple and
leased fee values are the same.

The function of this appraisal is to aid in proper underwriting, loan
classification and/or disposition of the subject property in conjunction with a
pending multi-property portfolio purchase that includes the subject property.
The effective date of the appraisal is September 28, 1996, the first inspection
date of the property.

This report was prepared as a Complete Appraisal, Summary Report" following
generally accepted and established appraisal practices that comply with the
Uniform Standards of Professional Appraisal Practice (USPAP) and also in
accordance with the NationsBank Appraisal/Evaluation Guidelines for Appraisers.
As instructed, the cost approach has been omitted. Although the cost approach
has very little relevancy in the appraisal of apartment complexes in this area,
its omission may be considered by some to invoke the Departure Provision.

The Limiting Conditions and Assumptions contained at the conclusion of this
report are a vital part of the appraisal. There are no extraordinary assumptions
that affects the appraisal.

The market value estimate is based on an exposure time of four months. Based on
our analysis and investigation, as discussed in the attached summary appraisal
report, the Market Value "As Is" of the Capri Apartments, as of September 28,
1996, is as follows:

- --------------------------------------------------------------------------------
                              FOUR MILLION DOLLARS
                                   $4,000,000
- --------------------------------------------------------------------------------
<PAGE>

Mr. Gary Long 
page ii

The above is the value of the real estate only. Personal property value is
nominal, and plays no significant role in the operation of the apartments. If
you should have any questions, please contact our office.

Respectfully Submitted,


/s/Robert Saia

Robert Saia, MAI
OREA Cert. #AG003191 (exp. 12/7/96)
<PAGE>

Capri Apartments, Salinas, CA

                               TABLE OF CONTENTS

Summary of Salient Facts ......................................................1
Purpose of the Appraisal ......................................................3
Function of the Report ........................................................3
Valuation Date ................................................................3
Property Right Appraised ......................................................4
Location and Property Identification ..........................................4
Property History & Ownership ..................................................4
Project Overview ..............................................................4
The Extent of the Appraisal Process ...........................................5
Competency Statement ..........................................................6
Regional Description ..........................................................7
City of Salinas ..............................................................18
Salinas Apartment Market .....................................................21
Neighborhood Description .....................................................22
Site Analysis ................................................................23
Current Taxes & Assessments ..................................................25
Improvement Description ......................................................27
Highest and Best Use Analysis ................................................28
The Appraisal Process ........................................................31
Income Capitalization Approach ...............................................32
Sales Comparison Approach ....................................................52
Reconciliation of the Value Estimates ........................................62
Marketing Period Estimate ....................................................63
Exposure Period Estimate .....................................................63
Allocation of F,F&E ..........................................................64
Assumptions and Limiting Conditions ..........................................66
Certification of Appraisal ...................................................69

ADDENDA
Photographs of the Subject Property
Maps
Floor Plans
Apartment Building Sales Sheets
Rent Roll and Operating Statements
Qualifications

    Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095
<PAGE>

Capri Apartments, Salinas, CA

                            SUMMARY OF SALIENT FACTS
================================================================================
CLIENT:                              NationsBank
                                     
PROJECT NAME:                        The Capri Apartments
                                     
NO. OF UNITS:                        114
                                     
ADDRESS:                             349 Iris Drive, Salinas, CA
                                     
LOCATION:                            North Salinas
                                     
A.P.N.:                              003-801-007,008
                                     
THOMAS BROS. MAP:                    T.B. 225 A-1 (Monterey County)
                                     
CENSUS TRACT NO.:                    105.00
                                     
ZONING:                              R-H-2.3 (High Density Residential District)
                                     
RENT CONTROL:                        None (No pending)
                                     
HIGHEST & BEST USE:                  
   -As improved...                   existing apartments 
   -As vacant...                     high density residential development
                                     
PROPERTY RIGHTS APPRAISED:           Leased Fee Interest
                                     
SALE HISTORY OVER PAST 5 YEARS:      None
                                     
CURRENT OWNERSHIP:                   Paul M. Thysen and Betty 0. Thysen Trust
                                     
UTILITIES:                           Municipal services (water, electricity and
                                     sewer) are available and connected.
                                     
SITE SIZE:                           5.078 acres
                                     
SITE DENSITY:                        22.4 units per acre
                                     
FLOOD ZONE:                          Zone B per Panel #060202- 0002 D (11/4/81)
                                     
TOTAL # RENTABLE UNITS               114
                                     
YEAR BUILT:                          1965 & 1973
                                     
NET RENTABLE BUILDING AREA (sf):     72,720
                                     
COMMON AREA AMENITIES:               1 swimming pool, 2 saunas, lawn areas, 
                                     walks, asphalt driveways, 2 laundry rooms.
                                     
OCCUPANCY CHARACTERISTICS:           
No. of Vacant Units @ Inspection:    4 (all have been preleased) 
No. of Pending Evictions:            0
                                     
ACTUAL NUMBER OCCUPIED UNITS:        
  on 9/28/96 and OCCUPANCY RATE:     112(98.2%) 
                                     
PROJECTED AVERAGE OCCUPANCY          
  for the YEAR ENDING 1996:          96-97.0% 


  Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095     1
<PAGE>

Capri Apartments, Salinas, CA

GROSS ACTUAL REVENUE 
  as reported for 1995:             $678,033 (includes "other" income)

ACTUAL MONTHLY RENTAL INCOME 
  as reported as of 9/28-96:        $59,810

STABILIZED NET INCOME EST. 
as of APPRAISAL DATE :              $329,018

EST. EXPOSURE and MARKETING TIME:   2-6 months marketing/ 4 month exposure

CONDITIONS TO APPRAISAL:            No unusual conditions. Reference is made to
                                    Assumptions & Limiting Conditions in Addenda

================================================================================
- --------------------------------------------------------------------------------
MARKET VALUE "as is":  $4,000,000   September 28, 1996 (4 month exposure period)
- --------------------------------------------------------------------------------
================================================================================


  Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095     2
<PAGE>

Capri Apartments, Salinas, CA

PURPOSE OF THE APPRAISAL
================================================================================

The purpose of this appraisal is to estimate the market value "as is" of the fee
interest for the real estate only.

"Market Value," as used in this appraisal, is defined as "the most probable
price which a property should bring in a competitive and open market under all
conditions requisite to a fair sale, the buyer and seller, each acting prudently
and knowledgeably, and assuming the price is not affected by undue stimulus.
Implicit in this definition is the consummation of a sale as of a specified date
and the passing of title from seller to buyer under conditions whereby: 

            o     Buyer and seller are typically motivated;

            o     Both parties are well informed or well advised, each acting in
                  what he considers his own best interests;

            o     A reasonable time is allowed for exposure in the open market;

            o     Payment is made in terms of cash in U.S. dollars, or in terms
                  of financial arrangement comparable thereto; and,

            o     The price represents the normal consideration for the property
                  sold unaffected by special or creative financing or sale
                  concessions granted by anyone associated with the sale."

            (*Source: Office of the Comptroller under 12 CFR, Part 34, Subpart
                  Appraisals, 34.42 Definitions [f])

"Market value 'as is' " means an estimate of the market value of a property in
the condition observed upon inspection and as it physically and legally exists
without hypothetical conditions, assumptions, or qualifications as of the date
of inspection."

FUNCTION OF THE APPRAISAL 
================================================================================

The function of this appraisal is for the exclusive use of NationsBank, its
subsidiaries, and/or affiliates, for loan underwriting purposes in conjunction
with a portfolio purchase that includes this property. It may be used in
connection with the acquisition, disposition and financing of the sale of the
property.

VALUATION DATE 
================================================================================

The date of valuation is September 28, 1996. This is the date of the last
property inspection.


  Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095     3
<PAGE>

Capri Apartments, Salinas, CA

PROPERTY RIGHTS APPRAISED and DEFINED
================================================================================

The fee simple estate of the property has been valued. This ownership interest
is defined as:

"Absolute Ownership Unencumbered by any other interest or estate; subject only
to the limitations of eminent domain, escheat, police power, and taxation".

Leases of seven to twelve months are considered short in duration and do not
create any favorable leaseholds by the tenants. Technically speaking, the leased
fee interest is being valued, although a percentage of the rental units are on a
month-to-month basis. Because of the nature of a short term lease, as well as a
strong correlation between contract and market rent, the value estimated for the
subject property is essentially reflective of the fee simple interest.

IDENTIFICATION and LOCATION OF SUBJECT PROPERTY
================================================================================

The subject property in this appraisal consists of The Capri Apartments located
in the North central section of the City of Salinas. The Capri Apartments are
located west of Heather Circle on the south side of Iris Drive and east of Tyler
Street. The mailing address is 349 Iris Drive, Salinas, California, 93906. The
Monterey County Assessor Parcel Numbers are 003-801-007 and 003-801-008. A legal
description is included in the preliminary title report which is made a part of
this appraisal.

PROPERTY HISTORY and OWNERSHIP
================================================================================

Title to the property is vested in:       Paul M. Thysen & Betty 0. Thysen Trust

The property has not transferred over the required reporting period. It is
currently in escrow as part of a multi-property portfolio sale.

THE CAPRI APARTMENTS-OVERVIEW
================================================================================

The Capri Apartments is a 114-unit apartment complex located on a 5.087 acre
site consisting of two (2) separate and legal parcels configured in twelve (12)
2-story buildings. Not included is the onsite manager's office that fronts to
Iris Drive. The Capri Apartments complex is located on the south side of Iris
Drive and west of Heather Circle, bordering the 218 unit Heather Plaza
Apartments on the north. The Capri Apartments were built in two phases, the
first 64 units in 1965 (containing studio and 1BR/1BA units), the second phase
in 1973 (containing lBR/1BA and 2BR/1BA units). The studio and lBR/lBA units are
accessed through common interior hallways; the newer buildings constructed in
1973 are accessed from outside walkways. Two separate asphalt-paved entrances
provide adequate access to The Capri Apartments. The smaller of the two parcels
that comprise the complex, a .6 acre site bordering Heather Circle on the east,
has landscaping only and does not contain any building improvements.


  Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095     4
<PAGE>

Capri Apartments, Salinas, CA

Amenities offered by The Capri Apartments include lawn-greenbelt areas, one
swimming pool, two (2) laundry rooms and two saunas. Utilities provided by the
landlord include water, trash removal, sewer, and basic cable television for all
of the units. However, for the older 64 apartments gas usage (for hot water and
wall heat) is also paid by the landlord.

The reader is directed to the Improvement Description of this report for
further comments regarding the individual units and their respective interior
improvements.

THE EXTENT of THE APPRAISAL PROCESS
================================================================================

The extent of the appraisal process encompasses the necessary research and
analysis to prepare a report in accordance with the intended use, the Uniform
Standards of Professional Appraisal Practice as set forth by the Appraisal
Foundation, and the Standards of Professional Practice of the Appraisal
Institute.

With regard to the valuation of the subject property, the following steps were
involved:

      1.    The property was last inspected and photographed on September 28,
            1996. This date is considered the "effective date" of this
            appraisal.

      2.    The overall exterior site and buildings of the The Capri Apartments
            (subject property) was personally inspected by the appraiser. The
            on-site office manager provided interior access to each of the
            various unit types within the developments. The appraiser was able
            to physically measure a representative unit of a studio, one bedroom
            and two bedroom floorplan.. The subject is valued assuming that the
            net rentable areas of the typical unit sizes are representative of
            the complex as indicated by Lincoln Residential Services.

      3.    Regional, county, city, and neighborhood data were based on
            information taken from a variety of sources, including, but not
            limited to, City of Salinas Planning Department, Monterey County Tax
            Assessor's Office, City of Salinas Public Works Department, City of
            Salinas Building Department, the Association of Monterey Bay Area
            Governments, Salinas Chamber of Commerce, independent private
            studies, newspaper articles and my own files.
 
      4.    Research and investigation of current market conditions for
            apartment properties in the city of Salinas.

      5.    Interviews with brokers, appraisers, property owners and/or managers
            and lenders, as well as the relevant public agencies as described
            above.

      6.    The highest and best use was formed by information gathered in the
            previous steps.


  Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095     5
<PAGE>

Capri Apartments, Salinas, CA

      7.    After assembling and analyzing information defined in this extent of
            the appraisal process, final estimates of market value by each
            applicable valuation method were made.

      8.    And, finally, a single value estimate from within the concluded
            value by each approach was made. Greatest weight was given to those
            approaches felt to have the most influence on the purchasing
            decision.

Unless otherwise stated in the report, the existence of hazardous materials,
which may or may not be present on the property, was not observed by the
appraiser. The appraiser has no knowledge of the existence of such materials on
or in the property. The appraiser is not qualified, however, to detect such
substances. The presence of toxic or caustic substances or other potentially
hazardous materials may affect the value of the property. The value estimate is
predicated on the assumption that there are not such materials on or in the
property that would cause a loss in value. Any such findings which would
indicate otherwise could result in a decrease in value.

COMPETENCY STATEMENT
================================================================================

In accordance with the competency provision in the USPAP, the appraiser
certifies that his education, experience and knowledge is sufficient to appraise
the type of property being valued (apartment complex) and that no appraiser has
provided significant professional assistance to the person inspecting the
subject property in the completion of the analysis other than those mentioned in
the Certification of Appraisal (see Addenda).

Robert Saia, MAI has appraised this property type in the past and has the
knowledge and experience necessary to complete this appraisal assignment. See
Appraiser's Qualifications in the Addenda for additional information.

The appraiser's analyses, opinions and conclusions were developed and this
report has been prepared in conformity with the Uniform Standards of
Professional Appraisal Practice (USPAP) Standards 1 - 3, and NationsBank
appraisal policy. This appraisal assignment was not based on a requested minimum
valuation, a specific valuation or the approval of a loan.

The Departure Provision in the USPAP was not utilized in the preparation of this
report.

The appraiser's compensation is not contingent upon the reporting of a
predetermined value or direction in value that favors the cause of the client,
the amount of the value estimated, the attainment of a stipulated result or the
occurrence of a subsequent event.

================================================================================


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Capri Apartments, Salinas, CA

REGIONAL ANALYSIS
================================================================================

Market value is affected by a number of externalities; e.g., geographic,
economic and environmental, governmental forces, utility, supply & demand and
effective purchasing power. Real estate is affected by externalities more than
any other economic good, service, or commodity. It is imperative that an
appraiser observe and analyze external influences in order to identify patterns
and trends, and how they relate to the subject property. Trends such as
population shifts, declining apartment occupancy rates, or increased housing
sales in an area are relevant in order to understand the real estate
marketplace. Thus the Regional Description & Analysis is important in this
appraisal because it establishes the basis for determining the highest & best
use of a property as well as information used in applying the three approaches
to value. The scope of this regional analysis relates to the type of property
being appraised, its complexity and the approaches used to estimate value.

Monterey County is located in a portion of California that is often referred to
as the "Central Coast," which encompasses the area known as the "Monterey
Peninsula." The county is oriented northwest to southwest, and runs parallel to
the Pacific Ocean. The county has a relatively long and narrow shape, with an
average of only 30 miles; elevations range from sea level to 5,844 feet atop
Junipero Sierra Peak, located 12 miles inland in the Santa Lucia Range.

Monterey County is bounded by the Pacific Ocean on the west, Santa Cruz County
to the north, San Luis Obispo county to the south, and San Benito, Kings and
Fresno counties to the east. The area is located approximately 125 miles south
of San Francisco and 350 miles north of Los Angeles. Approximately 105 miles of
California's 840 miles of coastline lie along the westerly boundary of Monterey
County.

On the whole, Monterey County has a rural orientation, with substantial tracts
of land devoted to agriculture and open space uses. The county encompasses 3,784
square miles, or approximately 2,127,400 acres of land area. An interesting
statistic is that nearly 27 percent of this total county area is
government-owned. Twenty-five percent is owned by the federal government with
major holdings such as Fort Hunter Liggett, Fort Ord, Los Padres National Forest
and Camp Roberts. The remaining two percent is controlled by the state and
county.

Geographical location and features exhibit strong influences on the county's
climate. The Pacific Ocean is responsible for the county's Mediterranean
climate, characterized by year round moderate temperatures, cool, dry summers,
and short, rainy seasons. Pacific winter storms are blocked by the Santa Lucia
Range, allowing considerably less rain to fall on the Salinas Valley.
Temperature and rainfall have important implications for the county's two major
economic staples, agriculture and tourism. Mild temperatures allow for
exceptionally long growing seasons for farming. Rainfall patterns, while
following predictably dry weather, require reservoir and ground water storage to
meet year round irrigation needs.


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Capri Apartments, Salinas, CA

Population
 
Approximately one half of the county's population lives within the seven
incorporated cities and adjoining unincorporated areas of the Monterey
Peninsula. The eight principal cities are Monterey, Marina, Seaside, Sand City,
Del Rey Oaks, Pacific Grove, Carmel-by-the Sea and Salinas. The incorporated
areas consist of 31.5 square miles, or about one percent of the county's total
land area. The major factor for the high population density of the Monterey
Peninsula vis-a-vis the rest of the county, is the unsurpassed natural beauty of
the area -- especially the coastline and beaches.

Based on the most recent U.S. Census (January 1, 1990), the population of
Monterey County grew by approximately 24 percent during the last decade. This
growth has helped push the county's total population up to approximately 382,547
in 1994. For reference, the county's growth rate over the preceding decade was
just under the state's overall gain of 26 percent. In the previous census period
(1970-1980) the county's total population grew 17 percent, from 247,450 to
290,444.

While county's growth has been strong, the level varies from area to area. As
shown below, the population of Salinas, the largest city and the county seat,
increased by 35.2 percent between 1980 - '90. The growth in Salinas constitutes
approximately 43 percent of the county's total population increase during that
period. In contrast, the population of the city of Monterey increased by a more
modest 16 percent over that census period. As shown, not all communities in the
county experienced tremendous population growth. Population growth was much
steadier in the cities of Seaside, Pacific Grove and Del Rey. In large part,
growth in these communities is limited due to a lack of developable land.

MONTEREY COUNTY: Population Growth 1980 -'90 
(1990 U.S. Census) 
- --------------------------------------------------------------------------------
City/Area                   1980        1990      Total No.     % Change
- ---------                   ----        ----      ---------     --------
Salinas                   80,479     108,777       28,248        +35.2%
Seaside                   36,567      38,901        2,334         +6.4%
Monterey                  27,558      31,954        4,396        +16.0%
Marina                    20,647      26,436        5,789        +28.0%
Pacific Grove             15,755      16,117          362         +2.3%
King City                  5,495       7,634        2,139        +38.9%
Greenfield                 4,181       7,464        3,283        +78.5%
Soledad                    5,928       7,146        1,218        +20.5%
Gonzales                   2,891       4,660        1,769        +61.2%
Carmel-by-the-Sea          4,707       4,239         (468)        -9.9%
Del Rey Oaks               1,557       1,661          104         +6.7%
Unincorporated Areas      84,679     105,252       20,573        +24.3%
- --------------------------------------------------------------------------------

The most recent population estimates show that the population of Monterey
County, based on the January 1, 1995 estimates for California cities and
counties prepared by the State of California Department of Finance, was 382,547.
Recent trends show most of the increase occurring in the Salinas Valley cities
rather than on the Monterey Peninsula. For example, in 1993, the fastest growing
city in the county was Soledad (+6.1%), with nearby Greenfield (+5.3%) and
Sand City tying for second place. Population growth in Soledad is largely
attributable to an expansion of the


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state Correctional Facility and the development of two large residential
subdivisions. Greenfield's city manager reported that population growth has been
spurred by reasonable prices for single family detached housing but that future
growth is limited due to a lack of land.

Based on projections by the State Finance Department, released in April 1993,
Monterey County is projected to post a 15.6 percent gain in population by the
year 2000 -- representing an increase to approximately 414,000 people. In
contrast, San Benito's population is projected to increase by 37 percent by the
year 2000; Santa Clara County's by 13.4%; 14.4% for Santa Cruz County; and,
21.6% statewide.

Below are the Finance Department's projections by county through the year 2030.

PROJECTED POPULATION GROWTH

(Calif. Dept. of Finance)

- --------------------------------------------------------------------------------
County              1990         2000         2010         2020         2030
- ------              ----         ----         ----         ----         ----
Monterey         356,000      414,000      485,300      574,100      670,900
San Benito        37,000       50,700       66,500       83,200      100,900
Santa Clara    1,502,200    1,703,900    1,839,700    1,958,600    2,064,100
Santa Cruz       230,800      264,000      291,800      322,300      354,100
Statewide     29,976,000   36,444,000   42,408,000   48,977,000   56,100,000
- --------------------------------------------------------------------------------

Transportation

The major passenger transportation system in the county is via private
automobile. The freeway system consists of Highways 101, 1 and 183; and, State
Routes 156 and 68. Highway 101 runs north and south from San Francisco, along
the West Bay, and through San Jose toward Los Angeles. Highway 1, the Coast
Highway, runs north and south from the coastal region of San Francisco and
through Santa Cruz toward San Luis Obispo County. Highway 68, the
Salinas-Monterey Highway, intersects with Highway 1 and connects the Monterey
Peninsula with the Salinas Valley to the south and Highway 101 to the north.
There are 1,300 miles of county roads and approximately 500 miles of city
streets for a total of 2,000 road miles in the county.

In Monterey County, AMTRAK provides rail passenger service, and the Southern
Pacific Transportation Company provides rail freight service. Salinas is the
only city in the county that now has rail passenger service. SPRR is the main
line between Los Angeles and San Francisco.

The Monterey Peninsula Airport provides air freight and passenger service in and
out of the county. Over the past 20 years, the airport has shown a moderate
growth pattern. In 1970, the number of passengers totaled 411,497. In
comparison, the number of passengers had grown to 523,040 by 1989 (+1.4% per
annum). Today, passenger service is provided by United, Wings West, Pacific
Coast Air and West Air. The cities of Salinas and King City both have municipal
airports. And with the closure of Fort Ord, Marina has discussed plans to
convert Fritzsche Army Airfield into its own municipal airport.

There are harbors at Monterey and Moss Landing (4 miles from the subject) which
have boating facilities with a reported 2,000 small crafts launching from its
ramps every month. Approximately


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1,800 transient crafts visit the harbors annually. Monterey Bay and Monterey
harbor areas attract a significant portion of the tourism industry that provides
jobs and an economic base for the Monterey Peninsula area and the county as a
whole.

Fort Ord and the Military Influence

With its various military installations located throughout the Monterey
Peninsula area, including control of approximately 27 percent of all of the land
in the county, the influence of the military on Monterey County has been
significant. This influence has had a considerable financial impact, including
military and civilian payrolls, local purchase and contracts, construction in
the area, as well as the increase in government aid to local schools due to the
military population in the area. The local housing market has also been
significantly effected by the presence of the military. This impact, however,
has been primarily on the apartment rental market in the communities of Marina
and Seaside. In addition, it has had some minor negative impact on mobile home
parks in the general area. Being approximately 20 miles northeast of Fort Ord,
impact from the base closure has been minimal and not measurable. Given that the
Ford Ord area is not in the immediate environs of the subject property, the
effect of the base closure on the Boronda Manor Apartments has not been minimal.

The closure of Fort Ord was the dominant economic news for the county during
1994. The closing was the single largest national closure to date, with most of
the base's 35,000 residents and $600 million payroll moving to other bases.
Currently, the base's 44 square miles of land is being administered by the Fort
Ord Reuse Authority. Local communities formed the Fort Ord Reuse Authority as an
advisory planning committee which under an agreement formed a Fort Ord Joint
Powers Agency (JPA). The JPA agreement gave voting membership to the cities of
Marina, Seaside, Sand City, Del Rey Oaks, Monterey, and Salinas and extended
non-voting status to Pacific Grove and Carmel. The county is also a voting
member. The premise of the JPA was to create a forum for discussing reuse
issues; to facilitate community involvement and to speed up the decision process
via a cohesive voting unit.

Initially, the base closure stirred dire predictions about the short-term impact
on the county. However, as the closure set in, the immediate economic impact was
much less severe than expected, and limited primarily to the adjacent
communities. Fort Ord was so large that much of the base was self-contained with
its own housing, stores, services, and restaurants.

The long-term prospects after closure are encouraging, assuming the base's land
can be opened to large scale private sector development. In fact, the first
major reuse of the base was the opening of the California State
University-Monterey Bay which opened its doors on August 28, 1995 to 633
students.

The state university at Fort Ord "is expected to grow substantially over the
years, attracting students, well paid employees, research dollars and private
businesses," according to the 1995 BT Commercial Real Overview published in
April 1995.


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Capri Apartments, Salinas, CA

The Fort Ord complex was the largest military installation in the county with a
total of 28,057 acres -- nearly the size of the city and county of San
Francisco. Approximately 22 percent of the base (6,250 acres) was developed with
barracks, housing, motor pools, administrative buildings, and various other
support facilities.

Other military installations on the Monterey Peninsula include the Presidio of
Monterey, which is the home of the Defense Language Institute (foreign language
school for all branches of the armed forces); the United States Naval Post
Graduate School (NPGS), and the United States Coast Guard Station. The United
States Department of Interior maintains 304,035 acres in the Los Padres National
Forest and 164,503 acres along the Big Sur coast in the Ventana wilderness.

Fort Ord Reuse Plans

After more than six years of planning, the final version of the Fort Ord reuse
plan shows a closed military base converted to a huge community of new homes,
businesses, schools, parks, hotels and golf courses.

The four volume reuse plan, filed in public libraries in the area during the
first week of June 1996 by the Fort Ord Reuse Authority, has evolved from the
days when a 250 member community task force first saw the base as an educational
center.

Along the way, planners ruled out suggestions that Fort Ord might give way to a
"Disneyland in the dunes", an industrial center with 12 story high rises
sprinklered about, or an endless shopping center with no room for houses.

The more realistic, final plan, which the FORA board is expected to act on in
July includes market research, financing analyses, economic forecasts and
population projections.

Still, the numbers in the reuse plan are almost overwhelming:

- -Nearly 4,000 acres of land available for private owners, an area six times the
size of Carmel.

- -More than 13,000 new houses to be built, half as many as now exist in Salinas.

- -About 12 million square feet of industrial parks and office complexes, enough
to fill an area 20 times the size of Del Monte Shopping Center in Monterey.

- -More than 45,000 new jobs in those businesses, a third as many as now exist in
the entire county.

- -A new community of more than 71,000 people, twice as many as now live in
Monterey.

- -About 1,800 hotel rooms, three times as many as the Hyatt Regency in Monterey
and eight times as many as Embassy Suites in Seaside.


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Capri Apartments, Salinas, CA

- -Development costs of $451 million over the next 20 years, as much money as it
takes to run the city of Pacific Grove for 50 years.

The plan shows development, including the 800 acre military enclave left behind
as the Presidio of Monterey Annex, the 1,300 acre California State University at
Monterey Bay (CSUMB), the 845 acre Marina Municipal Airport and as many as seven
golf courses, covering about a third of the 44 square file base.

About 18 percent of the land at Fort Ord has been developed. Another 14 percent
is slated to be developed in the next 60 years, according to the reuse plan.

About two-thirds of the base is to be preserved in its natural state by the U.S.
Bureau of Land Management (BLM), the State Department of Parks and Recreation,
the University of California Natural Reserve System, the county, and the city of
Marina.

The environmental impact report for the reuse plan fills one of the volumes, a
327 page document, filed in early June as FORA's proposed final plan.

The environmental analysis doesn't have many specifics because a special state
law allows that at Fort Ord. The reuse plan, which has taken six years and many
political battles to achieve, is seen as a master sketch, with details and
designs to be filled in as individual development projects emerge.

Fort Ord's Impact on the Local Economy

It is extremely difficult to accurately ascertain the full impact that Fort
Ord's closure has had on the local economy because California was suffering
through a recession during the early part of the 1990's when the base was
closing. The recession has made it difficult to isolate how much of the impact
the close of Fort Ord has had on the economy. What has been evident is that
there was a short-term glut of rentals on the Monterey Peninsula. Surrounding
communities, especially Marina, Seaside and Sand City suffered the greatest
negative impact as the closure process evolved. Conversely, the prestigious
residential areas such as Pebble Beach, Carmel and the more upscale areas of
Monterey were not impacted by the closure. Similarly, the City of Salinas'
housing market was not adversely affected to a significant degree.

In the Salinas Valley the base closure has had little to no significant impact.
Rather, population growth and new development in the area of Salinas continued
to be most effected by issues such as the shortage of water and salt-water
intrusion. In general, the Salinas Valley could be described as being somewhat
of an isolated market area. As such, a Salinas Valley location became more
desirable, as investor's uncertainty associated with Fort Ord's closure was
primarily directed at investment properties located on the Monterey Peninsula.

Overall, a somewhat stagnant to moderate housing market appears to be the
continued status for the general area over the short term, although there are
signs that economic conditions are improving. This is especially the case in
nearby Santa Clara County ("Silicon Valley") where the housing and rental
markets have exploded due to strong job growth. Little investment activity


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Capri Apartments, Salinas, CA

and/or new construction is anticipated in the communities adjoining Fort Ord, at
least until the major issues surrounding the redevelopment/reuse of the base are
resolved. As discussed, there are several issues surrounding the base closure
and its reuse which need to be resolved before the prevailing atmosphere of
uncertainty blanketing the local real estate market is cleared.

Business / Industry

Monterey County, with a full-time civilian work force of approximately 172,000
- -175,000 workers, has two major urban areas -- Salinas and the Monterey
Peninsula. As shown on the following page, employment in Monterey County (not
including agriculture) is projected by the Employment Development Department
(EDD) to average 113, 100 in 1996, which will be 2,400 jobs above the 1989
annual average. At just +2.2 percent, this very small gain in jobs reflects
EDD's assessment of the impact of the Fort Ord closure.

Unemployment rates in Monterey County have been consistently higher than for
California as a whole. The seasonal nature of the county's economy accounts for
double-digit unemployment in the winter when agriculture, food processing, and
tourist-oriented industries are at a lull.

Agriculture

While the economy of Monterey County is diversified, agriculture is the county's
leading industry and the mainstay of the local economy. Agriculture provides
approximately 1/4 of the county's basic income. Almost 1/5 of California's
top-producing crop farms are located in Monterey County. With 86 farming
operations, the county ranks second in the state, behind Fresno County with 97
farming operations. A farming operation is defined as a farm producing a crop
with a value in excess of $4 million. The county ranks third in the state in
gross dollar agricultural production, making it one of the top ten producing
counties in the nation. Monterey County has a total of 976,000 acres used
exclusively for agriculture and another 343,680 are combined agricultural and
grazing land. The county's highly productive agricultural land is often referred
to as the "fog belt" agricultural area of California. The long growing season in
this area makes it possible to grow as many as three crops annually.

Nationwide, the county leads in the production of lettuce, broccoli, artichokes,
cauliflower, mushrooms, and strawberries. According to the county's agricultural
commissioner, strawberries were the third-ranked cash crop in 1994, behind
broccoli and head lettuce.

Despite the damage done by the 1995 historic floods, the crop value for Monterey
County agriculture surpassed the $2 billion mark, after creeping toward the
milestone for several years.

The 1995 crop value, $2.03 billion, market a 4.8 percent increase over 1994.
Among the top 12 crops, the order in terms of dollar value remained almost
identical to that of 1994.

Besides breaking local production records, Monterey County surpassed Kern County
in 1995 to become the third in the state in gross dollar value of agriculture.
It was surpassed by only Fresno and Tulare counties. By the same measure,
Monterey County also is the largest vegetable


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Capri Apartments, Salinas, CA

producing county in the United States. The crop value for the state of
California stands at $20 billion.
 
Assuming water for irrigation remains sufficient, employment in agriculture is
projected to increase as growers expand production of vegetables and
labor-intensive strawberry and nursery crops. But because of foreign
competition, the rate of growth will be slower through 1996 than over the past
seven years. Foreign demand for the county's produce remains strong, however.
Additional market growth is also expected as the pre-cut salad mix processing
market is rapidly expanding.

Agriculture continues to be effected by water availability. Even with above
normal rainfall in 1993 and 1996, the effects of years of drought have brought
to focus the water issue. At this time, the issue of sufficient water supply and
overdrafting (saltwater intrusion) are being addressed through water
conservation and other management practices which have included moratoriums on
new development. Other issues facing the agriculture industry include nitrates
leaching into groundwater and soil compaction.

Tourism/Convention Industry

Following agriculture, the health of the county's business and industry is tied
to the tourism/convention industry. According to the California Office of
Tourism, an estimated 5 million visitors spent $1.2 billion in 1991 in traveling
to Monterey County. That total represented about 2 percent of statewide travel
spending that totaled $54.1 billion.

As shown in the following table, Monterey County ranked ninth among the state's
counties in total travel dollars spent in 1991.

TRAVEL IMPACTS BY COUNTY 
(Office of Tourism)

- --------------------------------------------------------------------------------
Travel Expenditures Payroll Employment Tax Receipts ($000)

County               ($000)        ($000)      (Jobs)       Local  &  State
Los Angeles     $13,617,556    $3,316,360     154,734    $221,008   $391,987
San Francisco     5,777,445     1,524,457      63,236      99,816    133,011
Santa Clara       1,816,493       414,511      26,269      39,982     62,715
Alameda           1,502,588       353,077      19,663      25,024     46,024
San Mateo         1,496,321       363,301      18,626      26,209     41,447
Monterey          1,062,686       199,309      16,210      29,922     45,087
Sonoma              571,605       117,118       8,788       9,660     26,355
Santa Cruz          385,672        80,350       5,347       7,464     13,561
Napa                321,794        67,972       5,078       7,023     13,489
San Benito           49,459         8,713         724         591      2,327
- --------------------------------------------------------------------------------


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Capri Apartments, Salinas, CA

The Association of Monterey Bay Area Governments (AMBAG) estimates that 15
percent of total employment in the county and about 45 percent of all services
and trade employment in the county are supported by tourism. The Monterey County
Hospitality Association estimates that the industry is directly responsible for
creating over 16,000 jobs locally with a payroll of nearly $200 million. And
including the estimated 10,000 indirect jobs, the payroll increases to $322
million. By the Monterey County Hospitality's estimates, the "trickle-down"
effect of tourism puts the total impact at $4 billion to $5 billion.
Restaurants, hotels and inns, retail trade, numerous publications, and a variety
of other service-oriented businesses are directly dependent on the tourist trade
for their welfare.

Based on 1989 data, there was a total of 220 lodging facilities in Monterey
County consisting of 10,381 rooms. Because the majority of the tourism industry
is centered around the hotel and convention complexes, it has more of an impact
on the Monterey Peninsula area. The Monterey Peninsula area provides for a
plethora of recreational and cultural activities which in combination with the
natural scenic beauty create a tremendous attraction for tourism. The area has a
number of public beaches that cater to swimming and sunbathing as well as
surfing and scuba diving. In addition to the beaches, there is boating and
sailing as well as two yacht clubs servicing the Monterey Peninsula. The area
also boasts a number of parks and campgrounds, including the Los Padres National
Forest and State beaches and parks. Within these parks and reserves, there are
facilities for riding, hiking, hunting, and fishing. There is also the renown
Del Monte Forest area and its 17-Mile Drive; Cannery Row and Fisherman's Wharf;
as well as the Carmel-by-the-Sea and the ocean-front drives of the peninsula
communities.

The growth of the tourist industry is reflected in the continuous extension of
the visitor season. More and more small business meetings, conventions and
recreational events are now being held on a year-round basis. Although travelers
and visitors to the Monterey Peninsula area come from all over the world, the
primary points of origin are from within California, particularly within one
day's driving distance. Again, attractions such as the Monterey Bay Aquarium and
John Steinbeck's Cannery Row, as well as the Monterey Fisherman's Wharf,
continue to be prime sources of vacation and tourism attractions.

Paralleling the growth of the travel & lodging industry, was the development of
the Monterey Bay Aquarium. The aquarium was approved by the coastal commission
in 1978 and the 60,000 square foot facility was completed in 1985. The entire
cost of the $50 million aquarium was absorbed by the philanthropist/businessman
David Packard. The aquarium drew 2.227 million visitors in its first year and
has averaged approximately 1,730,000 annually through 1991 -- making it the
single largest tourist attraction in the county. A substantial expansion to the
facility is now underway. Upon completion of the expansion, attendance is
expected to substantially increase.

Occupancy for hotels and motels often reach 100 percent during peak season on
the Monterey Peninsula. In fact, visitation patterns are being strongly affected
by the lack of available rooms. The major limiting factor to the growth of the
tourist industry in Monterey County in the future will be accommodations and
facilities. According to statistics provided by the Monterey Peninsula Chamber
of Commerce, the average occupancy rate has been approximately 65-75 percent,
although 1996 is turning out to exceed those numbers.


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In an effort to further promote tourism, leaders in Monterey County's tourism
industry are beginning an ambitious campaign to market the area. The general
plan is to form an alliance among merchants, city officials and representatives
of major events such as the Monterey Jazz Festival and Sports Car Racing
Association of the Monterey County.

The strategy for expanding tourism in the county is to spread out the times when
visitors come to the county and to advertise the attractions of the region,
rather than just Monterey, Pebble Beach or Carmel. Traditionally, the tourist
season peaks from Memorial Day to Labor Day. Additionally, the alliance would
like to also extend the average stay from two to three days in the county. To
that effect, tourists would be encouraged to spend time touring the Big Sur
Coast, wineries of Salinas and Carmel Valley, John Steinbeck's Salinas, and even
the lesser-known missions of San Antonio and Soledad.

The concept of "ecotourism" is also being promoted as a means of courting more
visitors to the county. Monterey County, by virtue of its fragile ecosystem,
scenic natural beauty and 20 years of "no growth" planning policy appears
ideally suited to this new industry. Because the future of Monterey County may
very well depend on its natural environment, "ecotourism" represents a mutual
interest of both business and environmentalists. Thus the adverse impacts of
increased traffic, use of precious water and growth of facilities geared to
tourists are sure to be carefully weighed as community leaders look towards
expanding the tourism industry in order to offset losses from the closure of
Fort Ord.

Monterey County's tourist season has traditionally run from Memorial Day to
Labor Day, but recent patterns of hotel occupancy and retail sales show that the
season starts and ends later.

The summer 1995 aquarium attendance was up 10% over 1994. In June and July 1995,
attendance was up 7 percent and 7.6 percent, respectively, over the same months
of last year. August was expected to experience increases of up to 5 percent,
according to Mr. Jim Hekkers, vice president of external affairs at the Monterey
Bay Aquarium.

Commercial Market

The county's office market caters primarily to small local service business,
while most regional and national companies are located on the Garden Road/Ryan
Ranch/Highway 68 corridor, drawn by newer buildings, attractive rents, better
parking ratios, and large contiguous spaces.

The industrial market is "tight" in Monterey County. Vacancies are minimal and
have continued to decline. Contiguous blocks of available space over 15,000
square feet are non existent. Most knowledgeable real estate brokers expect
rents to increase slightly over the next year. New development should be limited
because of minimal available industrial-zoned land.

The local retail market may seem crowded with large shopping complexes on the
drawing boards in Salinas and Sand City, but marketing reports and consultants
say there's room for more.


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Capri Apartments, Salinas, CA

Housing Market

Monterey County's real estate sales surged in April/May 1996 with total sales
coming in 67 percent higher than for the month last year. The increased activity
has promoted optimism about a recovering market. The median home price for the
county is approximately $300,000. This is up slightly over the past year.

Regional Description & Analysis - Conclusion

A survey of statistics on agriculture, home sales, retail sales and other
indicators shows that the Monterey County economy is proving wrong the dire
predictions made before Fort Ord closed down. For decades, farming and the
military were the area's two economic mainstays. Today agriculture remains
paramount, but other sectors are changing rapidly to fill the void created by
the base closure.

Jobs

While unemployment estimates remain seasonally high, county business have added
more than 6,000 new jobs in the past 12 months, mostly in agriculture and
service related fields, according to the State Employment Development
Department.

Construction

Although the county construction permits dropped by about 4 percent in 1995,
when compared to the year before, to about $319 million, single family dwelling
starts have bolstered this year's construction, which is about 20 percent ahead
of last year's rate. In addition, government projects are still underway,
including the $100 million Natividad Medical Center in Salinas. Completion is
expected in early 1997. Built around a courtyard, the new facility will offer
patients an array of outpatient services devoted to the needs of families, women
and children. Construction has started on the 680,000 square foot Westridge
Shopping Center in Salinas. It is expected that the Wall Mart Store will open in
February 1997.

Real Estate Sales

Although Monterey County is considered the second least affordable area in the
country, higher priced homes on the Peninsula are still attractive, particularly
to the people in the 45 to 54 age range.

Agriculture

Monterey's total crop ranks third in the state in total dollar value, behind
Fresno and Tulare counties. In terms of vegetable production,, the county is the
largest in dollar value in the country. The county's crops amounted to 10
percent of the statewide crop total of $20 billion in 1995.

Tourism

The area's coastline, golf courses and resorts attract visitors from throughout
the world. In 1995, attendance at the Monterey Bay Aquarium was 1.6 million and,
with the opening of the Outer Bay wing in March, attendance is expected to go as
high as 2.2 million this year, according to aquarium officials.


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Capri Apartments, Salinas, CA

CITY OF SALINAS-COMMUNITY PROFILE

The City of Salinas, incorporated in 1874, is located eight miles inland from
the Monterey Bay, at the head of the Salinas Valley. The level fertile floor of
the valley tapers to a funnel just north of the City. The original King's
Highway, now called El Camino Real and/or Highway 101, traverses the
approximate center of the valley floor from the Prunedale area of rural north
Monterey County to King City to the south. Other cities located in the valley
south of Salinas includes Chular, Gonzales, Soledad, Greenfield, San Lucas, and
San Ardo. A map of the city appears in the Addenda.

Salinas has been recognized historically as the distribution center for
agricultural products from the Salinas Valley, one of the world's richest, most
fertile growing areas, with approximately 1,000 square miles of land. The
economic base of Salinas has always been agriculturally oriented; however,
during the past decade, rising property values have helped to make the city of
Salinas a bedroom community of the Monterey Peninsula.

Salinas has become the population growth center of the Monterey Bay region.
Recent projections show the city will continue to grow at an annual rate of 3
percent.

There are 100 manufacturing firms in Salinas. The leading group classes of
products are food, electronic components and electrical products. The largest
manufacturing firms in the community are: Simplot Corporation, 550 employees;
National Refractories, 419 employees; Integrated Device Technology, 360
employees; Radionics, 359 employees; and McCormick & Company, Inc. (Shilling),
350 employees.

The city has three distinct geographical business areas: South Salinas, East
Salinas, and North Salinas (where The Capri Apartments are located).

South Salinas

"Old Town" is located south of West Market Street, along Main Street in south
Salinas. This area has many specialty retail stores, financial institutions and
restaurants. The City is actively pursuing the redevelopment of "Old Town."
Since 1974, $15 million in private investments, matched by $34 million in
publicly financed improvements, have been committed to this project. This
redevelopment has revitalized the area and has attracted many new commercial
tenants to this part of the city. This redevelopment is to include the Steinbeck
Plaza, which is anticipated to be a much-heralded showpiece of the city's
downtown district. It will consist of a mixed land-use project for the blighted
100 block of South Main Street and will include a five-story, 94 room hotel with
rooftop restaurant; a five story, 110,000 square foot office building with
conference rooms and retail shops; a four level parking garage; restaurants with
a total seating of 400; and a 33,000 square foot public plaza that will include
an amphitheater.

County and city government offices are located in the south Salinas area. This
part of the city is generally known as the financial center. It has the highest
concentration of larger office buildings. One of the largest tenants in south
Salinas is the County of Monterey and its support service agencies. Salinas is
the county seat of Monterey County. As the county seat, Salinas serves as the


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Capri Apartments, Salinas, CA

area's center for finance and agribusiness. It has captured nearly 40 percent of
the county's office development.

North Salinas

The north Salinas business district of the city is located along North Main
Street, south of Boronda Road and north of East Laurel Drive. The Northridge
Regional Shopping Center, with over 120 specialty shops, three savings and
loans, a bank, theater complex, and four major department stores, is located in
this area of the city. In 1985, Northridge concluded a four year expansion,
representing an investment of over $55 million. Convenience stores, financial
institutions and other neighborhood stores are also located along North Main
Street, which connects the north and south Salinas areas. Over the past five
years, with the development of Northridge Shopping Center, north Salinas has
become the retail center of the city. Office development in this part of the
city has generally been directed toward smaller buildings.

East Salinas

The East/Alisal area of Salinas is generally described as that part of the city
that is located east of Highway 101 and Natividad Road. The central commercial
district is located along East Alisal. Portales de Alisal, a three level mix of
retail shops and day care center, as well as medical and other professional
offices, are planned on approximately eight acres located in the 500 block of
East Alisal Street, in the Hebbron Heights neighborhood of the Alisal District.
Neighborhood retail shops, small professional office users and trades people
comprise the typical tenant profile in the east Salinas area.

Vacancy in this area is low. Very few spaces are for lease. New retail space has
leased very well as evidenced by the strong activity of a 19,600 square foot
retail/shopping center located at 45 Sanborn Road.

Population & Growth Percentage-City of Salinas vs. Monterey County

- --------------------------------------------------------------------------------
                Year             Monterey County          City of Salinas
- --------------------------------------------------------------------------------
                2000                422,710                   144,500
- --------------------------------------------------------------------------------
                1995                370,996                   122,390
- --------------------------------------------------------------------------------
                1990                355,657                   108,777
- --------------------------------------------------------------------------------
                1980                289,861                   80,479
- --------------------------------------------------------------------------------
                1970                247,450                   58,896
- --------------------------------------------------------------------------------

Monterey County-Employment by Industry

- --------------------------------------------------------------------------------
                                  1992        1998 (projected)    Percent Change
- --------------------------------------------------------------------------------
       Agriculture               30,600            32,900               8%
        Services                 28,300            32,000              13%
      Retail Trade               23,700            25,700               8%
       Government                27,900            26,300              -6%
      Manufacturing              8,900             9,800               10%
   Finance,Insurance,            6,300             7,000               11%


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Capri Apartments, Salinas, CA

 Capri Apartments, Salinas, CA

      Real Estate
   Transportation &              5,100             4,900               -4%
   Public Utilities
    Wholesale Trade              5,000             5,100                2%
     Construction                3,900             4,200                8%
        Mining                    300               200               -33%

Local Economic Developments-City of Salinas

Early in 1996 the Salinas Valley Maximum Security Prison opened its new
operation with its expanded correctional facilities. The new facility added
nearly 700 new employees; an additional 800 new employees (the highest
percentage are correctional officers) have recently been added, and by the
beginning of 1997 an additional 450 new employees may be added. The recent
hirings have already impacted the local apartment housing market throughout
Salinas; interviews with numerous apartment managers have indicated that large
numbers of newly-leased units are to correctional officers working at the
Soledad State Correctional Facility; extremely limited housing within the city
of Soledad have heavily impacted the demand for rental units in Salinas,
considered only an approximate twenty (20) mile northerly commute from the
prison. Increases in the city's services, retail trades, manufacturing,
construction, and finance sector have resulted in a stronger demand for
affordable multi-family housing units. The current shortage of rental units has
been primarily the result of local economic activity. The expansion of the
Westridge Shopping Center, a 650,000 square foot retail center, is within
one-half mile of the subject property and includes a Wall Mart Store opening in
February, 1997; this will also increase housing demand in the North Salinas
area. Household Credit Corporation recently hired 200 new employees in 1996.

Residential Growth-City of Salinas

The Salinas Valley has long been an attractive area for homebuyers, especially
first-time buyers who are looking for an affordable home in Monterey County. The
average annual growth rate over the past 10 years was nearly 2 percent, and, as
a result of continuing developments throughout both Monterey County and Salinas
itself the rate should approximate 3 percent for the remaining few years to
2000.

Salinas has been moving forward with several new developments that will add
thousands of new people to the city by the time the next U.S. Census is taken in
the year 2000.

The Harden Ranch subdivision in North Salinas, for example, includes 1,683
single family homes, 719 multifamily units and an area for churches, schools and
a park. Creekbridge subdivision is a mix of new homes, including 1,000 single
family homes and 1,030 multifamily units. The Williams Ranch subdivision in East
Salinas was planned for 1,551 homes and 519 condominiums or apartment units.

If there are any restrictions to growth in Salinas it's the agricultural land
that surrounds the city. The city's master plan for growth forbids city
officials from considering new building projects to the south and west of the
city limits because that land is some of the richest, most productive farmland
in California. "Slow" of "No-Growth" policies will limit Salinas' development in
the


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Capri Apartments, Salinas, CA

south and west portions of the city; therefore, future developments will
concentrate more heavily in North Salinas, in the general vicinity of The Capri
Apartments.

City of Salinas-Apartment Market Analysis

Below is a simple chart illustrating the structural and vacancy characteristics
estimated for the City of Salinas, as of September 28, 1996, the effective date
of this appraisal. From a total of 35,902 housing units within the city, 13,247
units are considered multi-family (2 or more units in a structure). This equates
to 36.9 percent. This estimate includes apartment units in plan check or
currently under construction.

                               All Housing Units

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
  Total  1 unit-detached   1 unit-attached   2-4 units   5-9 units   10+ units   Mobile homes
- ---------------------------------------------------------------------------------------------
<S>           <C>                <C>           <C>         <C>         <C>          <C>  
 35,902*      18,077             2,942         3,239       3,236       6,772        1,636
- ---------------------------------------------------------------------------------------------
</TABLE>

*    Information provided by the Monterey County Association of Realtors and
     Association of Monterey Bay Area Governments.

Utilizing the number of apartment units indicated above there currently exists
13,247 apartment units. Since the end of 1992, no apartment units have been
built until 1996; the overall number has remained relatively constant for a
number of years. Based on the current estimated population of Salinas of 122,390
and applying a 35% multifamily ratio provides for a total renter population of
approximately 42,837. Dividing the renter population by the average 3.21
household size (estimated by the Association of Monterey Bay Area Governments)
suggests that the City of Salinas would need 13,345 apartment units to
accommodate this demand. Comparing this to the current apartment inventory of
13,247, a deficiency of 98 units exists. If this analysis is accurate, then this
explains why the market as a whole is experiencing a very low to no vacancy rate
at this time as reported by various apartment building managers throughout North
Salinas, South Salinas, and East Salinas. Again, this is very consistent with my
findings based on interviews with on-site managers, property managers, brokers
and other appraisers.

The Salinas apartment market is very tight with many of the larger
professionally managed complexes reporting 98%-100% occupancy with a waiting
list. The market has tightened up because of several factors including the
recent expansion of the Soledad prison facility wherein they recently hired
approximately 1,200 employees. As previously indicated, Household Credit
Corporation recently hired 400 new employees and a host of other ancillary
businesses have been hiring in and around Salinas. Additionally, the population
has been growing at approximately 3,500 new residents per year. Much of this
growth is due to the migration from Santa Cruz, Los Angeles, and San Jose. Many
of these people are purchasing homes in the newly-developed master plan
communities and many are renting. According to many of the on-site property
managers renters are coming from as far as San Jose which is approximately 3/4
of an hour drive north. Rents are significantly higher in San Jose. Rents in
Salinas are estimated at between $250 and $500 below San Jose rents and
therefore is attracting tenants who view making the commute an attractive
alternative to paying higher rents.

Below are the results of a survey performed by this appraiser of ten (10)
apartment complexes within the City of Salinas as of the date of this appraisal.
The average apartment building size was


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Capri Apartments, Salinas, CA

146 units. The survey indicates the name of the complex, total number of units,
total number of vacant units, and total number of units "on notice".

                        Apartment Survey-City of Salinas
                               September 28, 1996

- --------------------------------------------------------------------------------
           Name             Total No. Units  No. Vacant Units   Units on Notice
- --------------------------------------------------------------------------------
 Cypress Creek Apartments          288              0                12
- --------------------------------------------------------------------------------
Cypress Landing Apartments         112              0                 0
- --------------------------------------------------------------------------------
  Los Padres Apartments            220              4                 2
- --------------------------------------------------------------------------------
Mariner Village Apartments         176              1                 3
- --------------------------------------------------------------------------------
Northridge Park Apartments         232              3                 3
- --------------------------------------------------------------------------------
 Kipling Manor Apartments           92              0                 0
- --------------------------------------------------------------------------------
  Olive Tree Apartments             34              1                 0
- --------------------------------------------------------------------------------
  Shadowbrook Apartments            88              3                 0
- --------------------------------------------------------------------------------
 Sheridan Park Apartments          116              0                10
- --------------------------------------------------------------------------------
 Village Green Apartments          104              0                 4
- --------------------------------------------------------------------------------
          TOTALS                 1,462             12                34
- --------------------------------------------------------------------------------

This particular sample surveyed represents only 11.04 percent of the total
number of apartment rentals in the city of Salinas. Based on information from
the above respondents a vacancy rate of .8 percent was indicated. If one
includes the number of "units on notice" (tenants who plan to vacate within 30
days), the vacancy rate becomes 3.15 percent. Most of the tenants who have given
notices to vacate are considered "seasonal workers" engaged primarily in the
agricultural trades, according to property managers surveyed.

NEIGHBORHOOD DESCRIPTION AND ANALYSIS

The subject property is located in a north central section of the North Salinas
area of the city bounded by Iris Drive north, Tyler Street to the west, U.S. 101
Freeway south and by N. Main Street to the east. The area as defined is nearly
triangular in shape and contains a total of less than .25 square miles.

Immediate Neighborhood Environs 

The subject property is located on the southwest corner of Iris Drive and
Heather Circle. In the area immediately west of The Capri Apartments is an
average quality tract of detached single family homes built circa 1960. Located
to the immediate south of the 114 unit development is a portion of the Heater
Plaza Apartments and the U.S. 101 Freeway. Tyler Street is considered the
westerly boundary line and is also improved with single family homes.

Directly across Iris Drive at Heather Drive to the immediate north of the
subject property are the Crestwood and Skyline Convalescent Hospitals
(residential care facilities). The Petra Bible Church occupies the southwest
corner of Lupin Drive and Iris Drive. Located along N. Main


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Capri Apartments, Salinas, CA

Street in sections north and south of the Iris Drive intersection is the
Sherwood Gardens Shopping Center. In the southern portion of the neighborhood
commercial center are tenants that include Buon Appetito Cafe & Deli, Salinas
Western Store, Boots & Western Wear, The Krate Records & Tapes, Evelyn's Unique
European Boutique, Arby's Fast Food Restaurant, DKA Computers, Andrus Jewelers,
Your Community Blood Center, Thee Salon, Magana's Meat Market, Jenny Craig's
Weight Loss Clinic, Avco Financial Services, House of Fabrics, United Travel,
Mandarin Garden Chinese Restaurant, Quito's Mexican Restaurant, South Valley
Bikes, Shadow Walkers Cards & Comics, 3-Day Blinds, Salinas Radio & Stereo and
Golden West Restaurant. Located at Bernal Drive and N. Main Street are Standard
Stationers and the Rodeo Inn (motel).

Located in the northern portion of the Sherwood Gardens Neighborhood Shopping
Center are the Sherwood Care Pharmacy and Laundry Care; large users of space
also include anchor tenants such as Canned Foods & Grocery Outlets, Grand Auto
Supply & Tires and 24 Hour Nautilus Fitness Center. The Casa Linda Motel is
"outside" the shopping center located to the north along N. Main Street's west
side of the street. It should be noted that immediately east of the neighborhood
as defined along N. Main Street are the California Rodeo Grounds and Salinas
Community Center & Swimming Pool.

The subject property, The Capri Apartments, has relatively good freeway access
to U.S. 101 within one-half mile northwest at West Laurel Drive or within
one-half mile south at N. Main Street.

SITE ANALYSIS
================================================================================

General: The Capri Apartments

Based on a plat map furnished by our client (a copy is included in the Addenda),
the site for The Capri Apartments contains a total of 5.078 acres comprised of
two (2) parcels. A survey of the site has not been made, and it is assumed that
the Plat Map is correct. The two individual parcels that make up the subject
site are irregularly configured..

Topography and Drainage: 

The topography of both of the sites is predominantly level to slightly rolling.
Drainage is believed to be adequate.

Access:

The Capri Apartments has two access driveways fronting to Iris Drive only.

Utilities: All major utility services are available and connected to the
property. These utilities include sewer, water, electricity, cable television,
and telephone services. Sewer service is provided by the Monterey Regional Water
Pollution Agency. The capacity of the sewer plant is 30 million gallons per day.
Water is provided by the Alco Water Service and California Water Service
Company. For both water companies combined, the maximum daily pumping capacity
is 45,383,680 gallons per day.


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Capri Apartments, Salinas, CA

Quantity rates are $3791 per 100 cubic feet. Natural gas and electric power are
provided by Pacific Gas & Electric (PG&E). Local telephone service is provided
by Pacific Bell. The City of Salinas Department of Public Works has adopted a
master plan of storm drains. A storm drain easement is located over the
subject's smaller parcel, i.e. 003-801-008.

Site Hazards:
 
The subject property is located in a designated FEMA Zone "B", according to
Community Panel Map Number # 060202-0002 D, dated November 4, 1981. The "B"
designation does not require flood insurance.

Earthquake Fault Zone

The property is not located in any known earthquake fault zones. However, the
region is subject to periodic earthquake tremors. We know of no particular
reason why the site would be at a greater risk than other area properties.

Rent Control:

Monterey County does not have rent control. The county does have an
"inclusionary housing" program that provides for affordable 'low-income"
housing. Low and moderate housing assistance is available through a variety of
programs offered by the Housing Authority of Monterey County, the City of
Salinas and CHISPA, a non-profit housing developer. Apartment complexes for
low-income families, the elderly, handicapped and farm-labor families are
located throughout Salinas. The city has established a Housing Trust Fund to
help increase the supply of affordable rental units as well as opportunities for
home ownership.

Contamination/Toxics:

We have inspected the property with the due diligence expected of a professional
real estate appraiser. It is important to note, however, that the appraiser(s)
are not qualified to detect hazardous waste and/or toxic materials. Such a
determination would require investigation by a qualified expert in the field of
environmental assessment. To our knowledge, there are no potentially hazardous
materials that would affect the valuation and/or marketability of the property
as of the date of valuation.

The appraised value of The Capri Apartments is specifically predicted on the
assumption that there are no hazardous materials on or in the property that
would cause a loss in value.

Easements and Restrictions:

Normal public utility easements are assumed that are not considered to adversely
affect marketability.

Site Analysis Conclusion

In summary, The Capri Apartments complex has a site consisting of 5.078 acres
configured on two parcels that are improved with 114 rentable units. All
utilities are available, including sewer service,


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Capri Apartments, Salinas, CA

electricity, gas, telephone and cable television. The site lies in Flood Zone
'B" (no flood insurance required). Zone'13"is typical of the neighborhood.

TAXES AND ASSESSMENT ANALYSIS

In the State of California, property is enrolled at 100% percent of market
value, as determined by the Assessor upon transfer of ownership or significant
new construction. The maximum tax rate cannot exceed one percent of the enrolled
value, plus general and/or special assessment bonds and fees approved by the
voters.

The Monterey County Assessor Parcel Numbers for The Capri Apartments are
003-801-007 and 003-801-008 (this parcel refers in part to the landscaped corner
at Heather Circle and Iris Drive). The assessed values allocated between land
and improvements, for the tax year 1996-97, are as follows:

- --------------------------------------------------------------------------------
       APN               003-801-007      003-801-009
- --------------------------------------------------------------------------------
      LAND               $1,131,205         $16,483
- --------------------------------------------------------------------------------
  IMPROVEMENTS           $2,890,225           -0-
- --------------------------------------------------------------------------------
PERSONAL PROPERTY         $57,000             -0-   
- --------------------------------------------------------------------------------
     TOTAL               $4,078,430         $16,481  
- --------------------------------------------------------------------------------

For The Capri Apartments, real estate taxes for the 1996-97 tax year are
$41,870.54. Direct assessments of $898.86 are included. The tax rate for The
Capri Apartments is 1.004660 percent per $100 of full cash value. A direct
assessment, considered typical of North Salinas, is imposed by the North County
Water Regional Agency (.004660) and added to the one (1) percent base tax rate
as specified by Proposition 13 for California. There are no special assessment
bonds, according to the Monterey County Tax Collector Department. Both
installments have not been paid for 1996-97. The reader should refer to the
preliminary title insurance report for specific amounts of any unpaid previous
tax installments. The first installment for 1996-97 is due November 10, 1996.
The tax rate area for The Capri Apartments is 005-015.

Re-assessment of The Capri Apartments: Proposition 13

The current tax amounts for the 1996-97 tax year will not remain the same
beginning on July 1, 1197. According to Proposition 13 for California, the
subject property will be re-assessed, most likely based on the new sale price or
market value at time of sale. The assessments will be based on full cash value
using a tax rate per $100 of full cash value. The passage of Proposition 13
establishes a maximum property tax of one percent of full cash value. The
mandated one percent (1%) property tax level converts to a $1.00 base tax rate.
The additional rate imposed by the Water Regional Agency is added to the $ 1. 00
base rate.


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Capri Apartments, Salinas, CA

ZONING DESCRIPTION AND ANALYSIS

The Capri Apartments complex is currently under the zoning designation of
R-H-2-3 by the City of Salinas. This zoning designation specifically refers to a
high density residential district. Section 37-44 addresses specific purposes of
the particular district's regulations. They are as follows:

(1) To provide appropriately located areas for high density multiple family
dwelling units consistent with the General Plan and with standards of public
health and safety established by the Salinas Municipal Code.

(2) To provide adequate light, air, privacy, and open space for each dwelling
unit and protect residents from the harmful effects of excessive noise,
population, density, traffic congestion and other adverse environmental impacts.

(3) To promote development of affordable housing by providing a density bonus
for projects in which a portion of the dwellings are affordable to qualifying
households.

(4) To achieve design compatibility through the use of site development
standards.

(5) To protect adjoining low density residential districts from excessive noise
or loss of sun, light, quiet, and privacy resulting from proximity to
multifamily dwellings.

(6) To provide sites for public and semipublic land uses needed to complement
residential development or requiring a residential environment.

(7) To ensure the provision of public services and facilities needed to
accommodate planned population densities.

For a comprehensive list of all property development regulations under the
R-H-2.3 Zoning District the reader may refer to the Addenda of this report.

Parking Requirements-On-site

Division 18-Off-Street Parking and Loading Regulations of the City of Salinas
Municipal Code lists all use classifications. For multi-family residential
complexes containing over ten (10) units, the off-street parking and loading
requirement is 1.6 spaces per unit.


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Capri Apartments, Salinas, CA

The Capri Apartments has 112 carport spaces and 50 open spaces for a combined
total of 162 spaces. This equates to a 1.42 (rounded to 1.4) parking ratio,
considered to meet code requirements as a -legal non-conforming use according to
the zoning ordinance adopted in 1960. Pre-1993 parking requirements were last
enacted in 1960; the subject property, built in two phases in 1965 and in 1973,
conformed to the code requirements previously adopted in 1960. The parking
requirement was amended in 1993 to 1.6 spaces per unit. Although slightly below
code, parking is adequate for this complex and is similar to many other
complexes in this area.

Conclusion

It appears that the subject property meets all applicable city zoning, building
and parking requirements (grandfathered-in according to 1960 requirements).

IMPROVEMENT DESCRIPTION AND ANALYSIS

The Capri Apartments were constructed in two phases-, in 1965 and in 1973. 64
units were first constructed in 1965 and the remaining 50 units added in 1973.
There are a total of 114 rentable units located on a 5.078 acre site (a
combination of 2 parcels) configured with twelve (12) 2-story buildings, with
the first phase constructed around the only swimming pool. The net rentable
building area is estimated at 72,720 square feet. There are also two (2) laundry
rooms and two (2) saunas. The Capri Apartments are considered Class D
Building(s) Construction Type V (wood frame) of the Uniform Building Code. Class
D buildings are characterized by combustible construction. The exterior walls
are made up of closely spaced wood studs with an exterior wood siding. The roof,
of asphalt shingle composition, is supported by a wood truss system with a
concrete slab floor on 1st floor area. The upper floor (2nd story) consists of
plywood sheets. Also, the subject is in a class of construction referred to as
protected one-hour construction.

Unit Mix-Capri Apartments 

- --------------------------------------------------------------------------------
           TYPE          UNITS            AREA (sf)
- --------------------------------------------------------------------------------
          1BR/1B           72               600
- --------------------------------------------------------------------------------
         2BR/1BA           30               814
- --------------------------------------------------------------------------------
          STUDIO           12               425
- --------------------------------------------------------------------------------
          TOTAL           114             72,720
- --------------------------------------------------------------------------------

Note: Information regarding the individual unit sizes was provided by the
Lincoln Residential Services Management Company. The appraiser was provided
interior access to studio, one bedroom and two bedroom floorplans purported to
be representative units. Gross living area estimates for these units are based
on exterior wall measurement taken by the appraiser. It is assumed that the
interior conditions of all units are similar to those inspected

Interior Improvements: Capri Apartments

Floor coverings consist of wall to wall carpeting over concrete slab in lower
levels and over plywood subfloor in upper levels. Vinyl flooring is in kitchens
and bathrooms. Electric wall


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Capri Apartments, Salinas, CA

heating is included in all units. The kitchens have formica countertops,
free-standing electric range and ovens, garbage disposals, stainless steel sinks
and dishwashers. There are no dishwashers included in the one bedroom units,
however. Each of the units are served with individual hot water heaters.
Bathrooms are improved with fiberglass tub and shower enclosures and cultured
marble vanities. Overall condition is considered good. Many of the units have
recently been upgraded with new carpeting and interior painting.

Effective Age: Capri Apartments

The actual ages of The Capri Apartments complex range from 23 years to 31
years. An average quality Class D apartment project is estimated to have a total
economic life of fifty (50) years. This is based primarily on the performance of
many comparable properties built in the 1940's and 1950's still in existence in
Monterey County and capable of attracting tenants due to upgrading and
above-average maintenance. In addition, the Marshall and Swift Cost Valuation
Service provides reasonable support for an estimated total economic life
expectancy of fifty (50) years. Because The Capri Apartments has undergone
recent upgrading as needed under the current management to date it is the
appraiser's opinion that an estimated overall effective age of eighteen (18)
years is considered reasonable and supportable..

Remaining Economic Life: The remaining economic life of The Capri Apartments is
estimated at 32 years, although it certainly could be longer or even shorter.
This estimate is made by deducting the effective age of 20 years from total
economic life of 50 years.

External Obsolescence

Because some of the apartment units located in The Capri Apartments are in
relative close proximity to U.S. 101 Freeway (within 250'), Lincoln Residential
Services was consulted as to any adverse effects any of the rental units may
have experienced in attracting and maintaining tenants over a reasonable period
of time. No significant problems have occurred in renting any of the few units
that are located close to the freeway, which is separated by a 12' noise
abatement wall and adequate distance setbacks. There is no difference in rental
rates (i.e. rent loss) between apartment units located in closer proximity to
the freeway than those located in other more distant sections of the
development.

HIGHEST AND BEST USE ANALYSIS

Definition

Highest and best use, as used in this appraisal, is defined as that reasonable
and probable use that will support the highest present value, as defined, as of
the effective date of the appraisal, September 28, 1996. Alternatively, that
use, from among reasonably probable and legal alternative uses, found to be
physically possible, appropriately supported, financially feasible, which
results in highest land value.

The above definition of the 'Highest and Best Use is in reference to land that
is unimproved. In cases of improved land, a determination of the contributory
value of the improvements to the land must be made. The improvements found on a
site may be of inappropriate use, but will continue until the land value exceeds
the total value of the property in its existing use.


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Capri Apartments, Salinas, CA

Discussion

Our opinion of the highest and best use of the subject land parcel will be
supported based upon our analysis of the four tests outlined below:

            1.    Legally Permissible Use. This type of use is legal and
                  conforms to the zoning assigned to property, as well as to the
                  City's planning goals.

            2.    Physically Possible Use. The shape, size, and available
                  utilities are adequate to serve this use.

            3.    Financially Feasible Use. Population and immediate income
                  statistics support the feasibility of the highest and best use
                  based upon the quantity, quality, and distribution of the
                  income and its prospective users.

            4.    Maximally Possible Use. An analysis of which possible legal
                  uses will produce a net return and/or create value to the
                  site.

All three standard appraisal approaches to value are affected by the highest and
best use. Therefore, valuation is highly dependent upon the conclusions set
forth by this analysis.

Physically Possible

Section 37-46 of the City of Salinas Municipal Code specifies a minimum lot size
of 7,200 square feet in a R-H-2.3 high density residential district. The Capri
Apartments has a site size of 221,198 square feet. A minimum of 1,800 square
feet is required for each unit, according to Section 37-46 of the Regulations.
Based on this requirement, therefore, the site is physically capable of being
developed with the current apartment improvements.

Legally Permissible

The subject is zoned and general plan designated to allow high density
residential uses. As existing, the subject is a legal and conforming use. The
Capri Apartments complex is legally permissible under the current zoning
regulations.

Financially Feasible  In evaluating the most reasonable and probable use of the
vacant site, we considered the demographics of the surrounding area, land use
patterns, local market supply and demand, general market conditions, and the
physical characteristics of the property itself. The most feasible and
marketable use for the subject site appears to be for apartment use, given the
present shortage of rental housing in Salinas, which is a result of the local
economy and current growth of Salinas. Rapid changes in market conditions which
were previously discussed in the Neighborhood


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Capri Apartments, Salinas, CA

and City Sections indicate apartment and multi-family housing as the most
reasonably probable use of the subject property.

Maximally Possible Use

The final of the four tests in the highest and best use analysis is the use that
maximizes the land value by providing the highest return. This test must be
considered sequentially with the prior three tests; it makes no difference that
the most probable highest value is a apartment complex, for example, if the
zoning does not permit this use. The most profitable use is a multi-family or
apartment use. This is largely based on the fact that the current improvements
are apartments and are configured on the sites as such. At the present time, the
City of Salinas Planning Department recognizes through its general plan the
R-H-2.3 high density residential district of the subject's neighborhood in North
Salinas and is aware of the changing market conditions and rental shortage that
exists in the City of Salinas. There is virtually no availability of vacant land
in South Salinas for apartment use, for example, since that area is primarily
designated as agricultural land. The City is encouraging the future development
of high density residential land in the North Salinas section of the city.

Highest and Best Use Conclusion - As Improved

In conclusion, the highest and best use of The Capri Apartments, as improved, is
apartment use.

Highest and Best Use Conclusion - As Vacant

In conclusion, the highest and best use as vacant is a multi-family or
apartment-type use.


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Capri Apartments, Salinas, CA

THE APPRAISAL PROCESS
================================================================================

The estimation of a real property's market value involves a systematic process
in which the appraisal problem is defined and the data required is gathered,
analyzed and interpreted into an estimate of value. Traditionally, three methods
of valuation have been used in appraising: the Cost, Sales or Market Comparison
and Income Approaches.

In the Cost Approach, the value of the site is first estimated by comparing it
to similar sites that have recently sold or are currently offered for sale.
Replacement cost new of the improvements is determined by reference to actual
costs of similarly constructed properties. Depreciation from all sources is then
deducted from the replacement cost new of the improvements to arrive at the
present value. The depreciated value of the improvements is added to the
estimated land value to arrive at the total value by the cost approach. In this
appraisal, however, NationsBank has requested that the cost approach be omitted
from this appraisal assignment. The cost approach has been determined to have
little to no significant applicability in the valuation of 10 to 30 year-old
multi-family properties due largely to the subjectivity involved with estimating
depreciation in older properties. Moreover, cost and value are oftentimes not
the same.

The Sales Comparison Approach involves comparison of the subject to similar
properties that have recently sold or that are offered for sale. These sales are
reviewed for differences from the subject *in the date of sale, location of the
site, physical characteristics and other factors. The comparable properties are
then adjusted to formulate a value range for the property being appraised.

The third of the three valuation techniques is the Income Capitalization
Approach. This approach involves estimating net operating income, and
discounting this income to a present worth through the capitalization process.
For most income-producing properties, including apartments and multi-family
properties, this is the better valuation technique.


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Capri Apartments, Salinas, CA

INCOME CAPITALIZATION APPROACH
================================================================================

The first and primary approach applied to the valuation of the subject is the
income capitalization method. This technique involves conversion of future
anticipated income into an estimate of present value by the capitalization
process. This procedure involves three steps as indicated below:

      1.    Estimate gross income from available rental information and the
            subject's operating history;

      2.    Estimate and deduct vacancy and collection loss allowance and
            operating expenses to derive net operating income; and,

      3.    Select an applicable capitalization method or methods, develop the
            appropriate capitalization rate, and complete the necessary
            computations to derive an economic value indicated by the income
            capitalization approach.

Required Information

Documents that are helpful to better estimate value under the Income Approach
include the following:

            o Income/Expense statements

            o Personal Financial Statements of Owner (if applicable)

            o Rent Roll

            o Lease Agreements

            o Other (service agreements)

Income and expense statements. Operating statements provided by management over
the past two years and seven months are included in the Addenda.

Personal Financial Statements. The owner's personal financial statements are not
required to appraise the property, but can be helpful under certain
circumstances. While market value intrinsically assumes transfer to a willing
and knowledgeable buyer at market price, financial statements of the owner often
provides insight into the current management quality and style of the property.
An undercapitalized owner, for example, may not be able to institute correction
of deferred maintenance that will enhance livability. As such, occupancy and
rates may suffer from inadequate level of maintenance, which results in loss of
reputation. Financial statements of the subject ownership have not been
reviewed. However, based on conversations with management and the overall good
maintenance level and high occupancy of the property, it can logically be
assumed that ownership is capable of operating the property in a strong
professional manner. Based on conversations with management, and inspections of
other properties owned by Thysen and managed by Lincoln Residential Services,
the subject has been operated in a professional manner and there appears to be
no operational problems.


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Capri Apartments, Salinas, CA

Rent Roll: A roll of the current tenants has been provided by management as of
September 28, 1996. As of this date, 4 units were vacant, but all have been
preleased. Thus, there is no vacancy at this particular time.

Lease Agreements: A copy of the standard 2-page residential rental agreements
has been reviewed, and has been included in the Addenda. Units are on either 7,
8, 9 and 10 month short-term leases. The rental agreements are typical of others
used in the marketplace. Utilities, except for water, trash and basic cable are
paid for by the tenants. However, it should be noted that the landlord pays gas
for units 1-65. The residents pay for electricity in all units. There is a late
charge of $30 if management elects to accept rent after the third of the month,
and a $20 returned check fee. No pets are allowed without written consent. Use
of the premises shall be for a private residence only. No more than three
persons shall occupy a one bedroom unit; no more than 5 are allowed in a two
bedroom. Occupancy limits are strongly enforced. First month and security
deposits are collected prior to the tenant moving in.

Capital Improvements: Capital expenditures over the past two years have also
been reviewed and/or discussed with the property manager. Improvements to the
property over the past year and half include the following:

o Asphalt repair, seal and striping
o Carpets in common hallways
o New appliances and carpets in most units

Occupancy trends: In addition to the above, occupancy trends of the complex have
been reviewed. Since Lincoln Property took over as managers approximately 1.5
years ago, occupancy has been increasing. This is due mainly to correction of
deferred maintenance items and an improving rental market. The new management
has also qualified tenants better which have resulted in less turnover and less
evictions. Moreover, seasonal tenancy has been reduced to virtually nothing by
the implementation of leases.

Other: According to management laundry equipment is owned by the service
company.

Subject Asking Rents

As of September 28, 1996, the following monthly rents (all unfurnished) were
being charged at the subject complex:

      72     1 BR/lBA     600 sf      $540         $0.90/sf          $38,880 
      30     2 BR/lBA     814 sf      $675         $0.83/sf          $20,250 
      12     STUDIOS      425 sf      $490         $0.86/sf          $ 5,880 
      --                  ------      ----         --------          ------- 
      114                 638 avg.    $570/avg.    $0.89/sf avg.     $65,010 


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Capri Apartments, Salinas, CA

All rents include water, trash removal and basic cable. Tenants pay their own
electric (Pacific Gas & Electric Company), telephone, and premium cable
channels. Tenants in units #66-114 pay for their own gas. To qualify,
prospective tenants must have three times the monthly rental rate and a positive
credit report and previous rental history. There is a $25 application fee
(includes credit report). The application fee is non-reimbursable.

The above price list was set within the past few months. Management periodically
surveys other complexes in the area in order to maintain market rental levels.
At this time, there are no rental specials or concessions. As explained earlier,
market conditions have been improving gradually over the past year, and most
apartment complexes in Salinas are not offering any rental concessions at this
time.

As can be noted on the rent roll in the Addenda, a number of subject apartment
units are at the above quoted rates. Those units with leases expiring will be
moved to the new rates. At this time, there is a difference of approximately
4.59 percent between the market and actual rents.

Rent Survey and Analysis

In order to determine whether the subject rentals are at or within a market
rental range, a survey of competing complexes was made. This analysis involved a
comparison of amenities and facilities offered by competitive projects with
those offered by the subject.

The competing complexes considered most helpful in estimating the subject
economic or market rental level are summarized on the Mowing pages.

All rental rates quoted in the survey are month-to-month or short-term leases.
None of the complexes surveyed in this report had long-term leases. All
complexes are garden style two and/or three-stories of similar vintage and
design as the subject. All are located in the general subject neighborhood.
Typically, rents include water and trash removal (and sometimes basic cable
service). None of the complexes were offering any specials.


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                            RENT COMPARABLE NUMBER 1

Name:                          CYPRESS CREEK

Location:                      162 Casentini Street, Salinas

Age/Type:                      9 years old/ two-story garden design - 288 units

- --------------------------------------------------------------------------------
                        Type             Rent            SF          Rent/SF
                        ----             ----            --          -------
Monthly Rent:          1BR/1BA =        $725-750        750         $0.97-1.00
                       2BR/2BA =        $925-950        1,000       $0.925-0.95
- --------------------------------------------------------------------------------

Utilities included in Rent:    water and trash

Recreational Amenities:        Tennis, heated pool, sauna, racquetball, spa, w/d
                               hookups, laundry rooms

Vacancy:                       0% (some units will become available in next few 
                               weeks)

Comments:                      Nine year old project; good tenant appeal. 
Located off N. Main Street. Close to shopping, schools, freeway. Deposit =
$300/400. $25 per month extra with lease (either 6 or 9 months). Pet deposit of
$400 (cats). Good demand over past year. Source: (408) 758-3008


                               [GRAPHIC OMITTED]



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<PAGE>

                            RENT COMPARABLE NUMBER 2

Name:                          FOX CREEK

Location:                      136 W. Alvin, Salinas

Age/Type:                      1986/ two-story garden design - 168 units

- --------------------------------------------------------------------------------
                        Type             Rent            SF          Rent/SF
                        ----             ----            --          -------
Monthly Rent:          1BR/1BA =         $625           708           $0.88
                       2BR/1BA =         $725           875           $0.83
                       2BR/2BA =         $750           986           $0.76
- --------------------------------------------------------------------------------

Utilities included in Rent:    water and trash

Recreational Amenities:        Tennis, heated pool, sauna, spa, exercise room,
                               w/d hookups in all units, laundry rooms

Vacancy:                       0% (some units will become available in December)

Comments:                      Ten year old project; good tenant appeal. Located
off N. Main Street. Close to shopping, schools, freeway. Deposit = $250. Pet
deposit of $350 (20 lbs.). Good demand over past year. No units available. Some
units may become available in December. Carport parking plus open. No specials.
Month-month rentals. Source: (408) 449-1800


                               [GRAPHIC OMITTED]




                                                                              36
<PAGE>

                            RENT COMPARABLE NUMBER 3

Name:                          CYPRESS LANDING

Location:                      552 Rico Street, Salinas

Age/Type:                      1989/ two-story garden design - 112 units

- --------------------------------------------------------------------------------
                        Type             Rent            SF          Rent/SF
                        ----             ----            --          -------
Monthly Rent:          1BR/1BA =         $655-690       750+/-      $0.87-0.92
                       2BR/1BA =         N/A
                       2BR/2BA =         $765-825       975+/-      $0.78-0.84\5
- --------------------------------------------------------------------------------

Utilities included in Rent:    water and trash

Recreational Amenities:        Tennis, heated pool, sauna, spa, exercise room, 
                               some units have fp's (all 1/br's), laundry rooms

Vacancy:                       0% (some units will become available in October)

Comments:                      Good tenant appeal. Located in north Salinas. 
Close to shopping, schools, freeway. Deposit = $350/450. Good demand over past
year. No units available. Some units may become available in October. Carport
parking plus open. No specials. 6 and 12 month leases ($15/mo. taken off 12 mo
lease). Source: (408)424-4343


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                                                                              37
<PAGE>

                            RENT COMPARABLE NUMBER 4

Name:                          NORTHPOINTE

Location:                      196 E. Alvin Drive, Salinas

Age/Type:                      1976/ two-story garden design - 138 units

- --------------------------------------------------------------------------------
                        Type             Rent            SF          Rent/SF
                        ----             ----            --          -------
Monthly Rent:          1BR/1BA =         $568           648           $0.87-0.92
                       2BR/1BA =         $620           735           $0.84
                       2BR/1BA =         $669           835           $0.80
- --------------------------------------------------------------------------------

Utilities included in Rent:    water and trash

Recreational Amenities:        Tennis, heated pool, sauna, spa, exercise room, 
                               some units have fp's (all 1/br's), laundry rooms

Vacancy:                       1% (only one unit available at survey time)

Comments:                      Avg-Avg+ tenant appeal. Located in north Salinas.
Close to shopping, schools, freeway. Deposit = $300/400. Good demand over past
year. Carport parking plus open. No specials. 6 month leases. Source:
(408)443-1776


                               [GRAPHIC OMITTED]




                                                                              38
<PAGE>

                            RENT COMPARABLE NUMBER 5

Name:                          THE REEF APARTMENTS

Location:                      333 W. Laurel Drive, Salinas

Age/Type:                      1960's/ garden court design - 54 units

- --------------------------------------------------------------------------------
                        Type             Rent            SF          Rent/SF
                        ----             ----            --          -------
Monthly Rent:          1BR/1BA =         $530-545       625           $0.87
                       2BR/1BA =         $650           800           $0.81
                       Studio  =         $450           400+/-        $1.13
- --------------------------------------------------------------------------------

Utilities included in Rent:    water and trash

Recreational Amenities:        pool only

Vacancy:                       0% (none at time of survey; waiting list)

Comments:                      Avg tenant appeal. Located in north Salinas. 
Close to shopping, schools, freeway. No specials. Source: (408) 449-1680


                               [GRAPHIC OMITTED]




                                                                              39
<PAGE>

                            RENT COMPARABLE NUMBER 6

Name:                          SHERIDAN PARK

Location:                      1450 N. First Street, Salinas

Age/Type:                      1983+/two-story garden design - 116 units

- --------------------------------------------------------------------------------
                        Type             Rent            SF          Rent/SF
                        ----             ----            --          -------
Monthly Rent:          1BR/1BA =        $570            630           $0.90
                       2BR/1BA =        $620            800           $650
- --------------------------------------------------------------------------------

Utilities included in Rent:    water and trash

Recreational Amenities:        Heated pool, 2 sauna, spa, laundry rooms, 
                               security gates

Vacancy:                       0% (none at time of survey)

Comments:                      Avg-Avg+ tenant appeal. Located in north Salinas.
Close to shopping, schools, freeway. Deposit = first month's rent plus key
deposit. Carport parking plus open. No specials. No units available, but 10
units will be in November. Source: (408) 449-8203


                               [GRAPHIC OMITTED]




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Capri Apartments, Salinas, CA

All rental rates quoted in the survey are month-to-month or short-term leases.
None of the complexes surveyed in this report had long-term leases. All
complexes are garden style two and/or three-stories of similar vintage and
design as the subject. All are located in the general subject neighborhood.
Typically, rents include water and trash removal. None of the complexes were
offering any specials.

Rental Number 1 represents Cypress Creek, located at 162 Casentini Street in
north Salinas. This is a 288-unit complex built in 1987. It is of good quality
and in good condition. Amenities include tennis courts, heated pool, sauna,
racquetball, spa, laundry hookups, laundry rooms and carport parking. No
promotional specials or concessions. Leases are 6 and 12 month terms. Security
deposits are $300 and $400 (depending on the unit size). Pets are allowed with a
$400 deposit. One bedroom units are reported at 750 square feet and rent from
$725 to $750, depending on variation of location within the complex. Two
bedroom/two bath units measure 1,000 square feet and rent from $925 to $950, or
$0.93 to $0.95/sf Only four units are available. This is one of the newer and
better quality complexes in Salinas and is similar in many respects to the
subject. Like Rental Number 2 below, it is comparable to the subject, but
superior.

The subject does not offer the level of recreational amenities nor does it have
the appeal as Rental #1. On a per unit basis, the subject should definitely rent
lower than $725 for one bedrooms, and $925 for two bedrooms.

Rental Number 2 represents the 168-unit Fox Creek Apartments, located at 136
West Alvin Drive nearby the subject in north Salinas. The overall quality and
condition are good. No promotional specials or concessions. Leases are 6 and 12
month terms. Security deposits are $250. Amenities consists of a pool, spa,
weightroom, clubhouse, laundry rooms, and tennis courts. Some units have
washer/dryer hookups. There are 76 one bedroom, 24 two bedroom/one bath, and 68
two bedroom/two bath units. One bedroom units are reported by management at 708
square feet, and rent at $625 per month, or $0.88/sf. Two bedroom/ one bath
units are 875 square feet, and rent at $725 per month, or $0.83/sf Two
bedroom/two bath units are 986 square feet, and rent at $750 per month, or
$0.76/sf Current vacancy is zero.

Like Rental # 1, this comparable is superior to the subject as it contains more
recreational amenities and is newer. This comparable is useful in setting the
upper end of the per unit rental range for the subject. It is clear that the
subject one bedroom units should rent below $625, and the two bedrooms should
fall slightly below $725 per month based on this particular comparable.

Rental Number 3 is the 112-unit Cypress Landing Apartments located at 552 Rico
Street, nearby the subject in north Salinas. This is a newer complex built in
1989. It is of good quality and in good condition. There are 36 one bedroom and
76 two bedroom/ two bath units. One bedroom units measure approximately 750
square feet and are $640-665 per month. Two bedroom units are approximately 975
square feet, and rent from $745-795 per month. Amenities include a pool, spa,
clubhouse and carport parking. Some units have fireplaces. No rental concessions
or specials. The property is close to shopping, freeway access and schools. The
overall appeal is good. Only one unit is currently available. As with the
previous two comparables, Rental #3 is superior to the subject.


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Capri Apartments, Salinas, CA

Rental Number 4 is the 138-unit Northpointe Apartments located at 196 East Alvin
in North Salinas nearby the subject. This is a two-story garden complex built in
1976. The overall quality and condition are above average to good. The location
directly off N. Main is close to shopping, schools and freeway access. The
complex has 1, one bedroom unit currently available at $568/month, and 1, two
bedroom/one bath unit at $620/month. Two bedrooms reportedly rent as high as
$669 per month. One bedrooms range from 624 to 648 square feet, and two bedrooms
contain 735 to 835 square feet. Rents include water and trash. Security deposits
are $300 for one bedrooms and $400 for two bedrooms. Leases of six months are
required. There are no specials or concessions. Pets are not allowed. Amenities
include two laundry rooms, and one swimming pool.

The appeal, age and level and quality of amenities are similar, but slightly
inferior to the subject. The subject has an advantage of having security
fencing. Overall, this comparable brackets the potential subject "market"
rents on the lower end.

Rental Number 5 represents 7he Reef Apartments, a 54-unit garden court design
complex built in the 1960's. This complex is also located in north Salinas
nearby the subject. It is older than the subject, and has slightly less appeal.
This complex is renting one bedroom units at $530 to $545, and two bedroom units
at $650. Studios are $450 per month. All rents include water and garbage. The
subject offers superior appeal in that the rent includes basic cable and
security gates. Given these differences, the subject should rent higher.
Overall, Rental #5 gives good support to the subject market" rents by bracketing
at the lower end.

Rental Number 6 represents Sheridan Park, located in the general neighborhood.
This is an average quality property that features security gates. Rents are $570
for one bedrooms and $620 per month for two bedroom/one bath units. Water and
trash removal are included in the rent, but basic cable is not. The overall
quality and appeal are similar, but slightly inferior to the subject. According
to management, there are no available units at this time. Overall, this
comparable provides good support for the subject units.

Other: In addition to the above primary comparables, several other complexes
including many owned by Thysen in the Salinas marketplace were considered.
Thysen owns another 12 complexes in Salinas (most are in North Salinas).
Although not enough to "set" the market, the number of complexes controlled by
Thysen has an influence on rental levels. Thysen property managers (employees of
Lincoln Property) regularly refer clientele to other Thysen complexes. Still,
there are more than enough competing projects to make it difficult if not
possible to "control" the market. Rental rates at these complexes are consistent
with one another and with competing projects.

Market Rental Conclusion

The comparables surveyed support the "market" rents of the one bedroom units at
$540/month, or $0.90 per square foot. There is also good support for the two
bedroom units at $665 per month-, it appears that these units could go higher.
Based on the survey, the market rent for the two bedroom units appears to be
closer $20-25 per month higher. The studios are adequately priced at $490 per
month.


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Capri Apartments, Salinas, CA

Of the complexes surveyed (including those not shown in this appraisal) which
consisted of about 2,000 total units, overall vacancy is running between 1-2
percent. Most had no vacancy. Some had only a few units available. A few
managers stated that units should become available in November and December as
seasonal workers go home. When a unit does become available, it typically takes
3 to 7 days to re-rent. However, in several cases, the unit is pre-leased
(rented prior to the occupant moving out).

Subject Market Rental Income (@ 100 Percent Occupancy)
 
Based on market rents, the subject would have the following monthly income at
100 percent occupancy.

      1BR   @   $540/mo.      x       12        $ 6,480
      2BR   @   *$665/mo.     x       72        $47,880
      ST    @   $490/mo.      x       30        $14,700 
                                      --        ------- 
                                     114        $69,060 

* - the market rate for these units may be somewhat higher

Actual Reported Income 

Shown below is a table outlining revenue for 1994, through July 31, 1996. Rental
income for September 1996 is also shown. Income statements are shown in the
Addenda.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
                 1994                    1995                 YTD ('96)                    Sept. 96
- ------------------------------------------------------------------------------------------------------
<S>              <C>                     <C>                  <C>                   <C>          
*Gross Rents:    $ 617,368 ($451/unit)   $621,884 ($455/un)   $457,762 ($502/un)    $ 59,810 ($544/un)
Laundry          $ 11,906                $ 10,747             $  8,725                     N/A
**Other          $ 32,062                $ 45,402             $ 34,320                     N/A 
</TABLE>

* - collected rents 
** - includes deposits ($22,094 refunded in 1995)
N/A = Not available 

Rental Income Estimate: Almost all of the subject's total income is derived from
rents. As shown above, rental income has increased significantly over the past
year. This is due to in part to new management and an improving rental market.

The actual rental income for the month of September 1996 was $59,810, or $544
per unit. This amount does not include vacant-preleased units. The market rent
for the vacant units total $2,060. Blending this with actual rental income,
results in a gross scheduled rental income of $61,870, or $543 per unit. This
amount is supported by actual and comparable rents, and is achievable over the
near term. Consequently, $61,870, or $742,440/ annual has been used as a
stabilized gross income figure.

Laundry: The laundry income is stabilized at $12,000 per year.

Other: Other income consists of retained deposits, late charges, nsf checks, and
miscellaneous charges to tenants. The large percentage of this category relates
to security deposits. Although forfeited security deposits and late charges are
a source of income, it is not included in the reconstructed


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Capri Apartments, Salinas, CA

operating statement as part of ongoing cash flows. This is because this type of
income was not accounted for in the computation of gross and net operating
incomes for the comparable sales.

Total Gross Income: Total gross income is estimated at $754,440.

Vacancy and Collection Loss

In estimating a stabilized vacancy factor, several factors were considered-
First, vacancy has decreased over the past few years due to new management and
improving market conditions. In 1993, market conditions were soft and vacancy
was higher than it is today. The property has been upgraded over the past two
years. Meanwhile, market conditions have improved due to an expanding economy.
The resurgence of 'Silicon Valley" 70 miles to the north, the new Soledad
Correctional facility, and several thousand feet of regional shopping space has
created many new jobs. The new Wal-Mart in this area will also expand the retail
base, and bring in newjobs.

As of the inspection date, the subject complex was fully occupied. This is
consistent with comparable Salinas projects at this time. There may be some
seasonal variance as workers leave agricultural jobs in November, but the
overall affect on the subject should be minimal as the subject does not rely on
this type of tenancy.

In addition to vacancy, consideration must also be made for ongoing collection
loss. In the case of the subject, collection loss has been reduced from previous
years due to the stricter qualifying policies. Deposits are collected upfront,
thus actual collection loss is mitigated to some degree by any evictions that
may occur during the year. However, consideration should still be made for
collection loss. A reasonable stabilized collection loss rate is 1 to 2 percent
of gross income.

Assuming continued good professional management, stabilized vacancy and
collection loss should run at approximately 5 percent on average. There is the
strong possibility that vacancy and collection will fall below this estimate
over the next 12 to 24 months, however, longer-term consideration should be
made for construction of new units and decreased economic activity.

Effective Gross Income The effective gross income is estimated by deducting five
percent from estimated gross *income, as shown below:

- --------------------------------------------------------------------------------
Gross Annual Income:                      $754,440
Less: Allowance for Vac/Collection (5%)    (37,722)
                                           --------
EFFECTIVE GROSS INCOME                    $716,718
- --------------------------------------------------------------------------------

Expense Analysis

In order to estimate the value of the property by the income capitalization
approach, expenses must be deducted from effective gross income to arrive at a
net operating income estimate. Like other types of income property, apartment
property expenses are a function of services provided as well as physical and
geographical characteristics of the property itself. Operating and 'fixed"
expenses


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Capri Apartments, Salinas, CA

vary from complex to complex, but generally fall between 33 to 45+ percent of
revenue (gross income), including replacement reserves.

Expenses can be broken down into per unit per year (or month), or as a
percentage of rental revenue or effective gross income. Expenses as a percentage
of income change depending on revenue levels. It can be difficult to compare
apartment expenses on a line-by-line basis. No two apartment complexes are
alike.

Shown on the following page is a recent operating history of the subject.
Expense categories are analyzed and discussed below. It should be noted that new
management took over in 1995; expense records previous to 1995 are not complete
and do appear to reflect current conditions.
 
Real Estate Taxes & Direct Assessments
 
California state law requires the reassessment of any parcel upon change of
ownership. The market value of the subject property intrinsically assumes a
hypothetical sale. Therefore, it is necessary to estimate real estate taxes
based upon market value.

In the State of California, property is enrolled at 100 percent of market value
as determined by the County Assessor upon transfer of ownership or significant
new construction. The maximum tax rate cannot exceed I percent of the enrolled
value, plus general assessment bonds and fees approved by the voters. Enrolled
value can be increased by a maximum of 2 percent per year, absent transfer, or
new construction, based on the cost of living. Under Proposition 8, approved
subsequent to Proposition 13, value can also be decreased to reflect current
market conditions. The actual taxes are below what the new taxes would be based
upon market value. According to the Monterey County Tax Collector Department,
there are no special assessment bonds. The tax rate is approximately 1.05
percent.

Since market value has not yet been estimated by the income capitalization
approach, a technique which adds the composite tax rate reflecting the ad
valorem taxes to the capitalization rate has been used. The resulting value
estimate is then multiplied by the composite tax rate to obtain the amount of
new taxes. This method gives only an approximation since the assessed value may
not necessarily be the sale price (or market value). In addition, the value
conclusion by the sales comparison approach has been used as a guide. Applying
the tax rate of 1.05 percent, results in new taxes of $42,000.

- --------------------------------------------------------------------------------
                       SUBJECT PROPERTY OPERATING HISTORY
- --------------------------------------------------------------------------------

Expense Item                        1994        1995          1996 (Ytd) 
- ------------                        ----        ----          ---------- 
                                                            
      Payroll                       $49,950     $ 90,132      $51,565 
      Utilities                     $91,320     $102,421      $79,817 
      Insurance                     $36,395     $  5,000      $   196 
      Taxes &                       $25,902     $ 26,210      $26,210
       License & Permits            $   456     $  1,888      $ 1,558
      Management Fee                N/A         $ 17,403      $16,865
      Administrative                $10,753     $ 19,996      $8,173
                                                           

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Capri Apartments, Salinas, CA

      Maintenance & Repair          $ 33,395    $122,303      $ 57,335
      Gardening/Landscaping         $ N/A       $  7,168      $  7,488
      Cable T.V.                    $ 10,851    $ 18,632      $  7,218
      Security                      $ N/A       $  2,747      $  3,183
                                    -----       --------      --------
                                                           
- --------------------------------------------------------------------------------
      TOTAL                         N/A         $413,900      $259,608
      Per Unit                                  $3,630/unit   *$3,415/unit
 *-annualized
- --------------------------------------------------------------------------------

Note: Maintenance & Repair in 1995-96 'include carpet replacement at a cost of
$45,890. This is not an annually recurring expense and has not been treated as
such.

License and Permits

In addition to taxes, apartment properties incur license and permit fees. Based
on $15 per unit the stabilized annual estimated is $1,700 (rounded).

Payroll

The manager fives in the complex and the unit rent is included as part of her
compensation. Payroll expense was reported at $49,950 for 1994. In 1995, it
increased to $90,132. This category includes payroll taxes, state compensation
insurance, unemployment taxes, wages for manager and office workers as well as
maintenance personnel, and bonus. It should also include the loss of rent for
the manager's unit. To date, this category is $51,565, or $678 per unit
annualized. Based on payroll at other complexes, this expense has been
stabilized at $75,000, or $658 per unit.

Utilities

Utility expense includes water, trash, basic cable, sewer, electrical for
exterior site lighting and for other common amenities, including laundry
facilities, filtering equipment for the pool, lighting for the clubhouse, etc.;
tenants pay their own telephone, electric, and premium channel cable.

Trash removal service is included in the monthly rent for all units. Utility
expense can be estimated on a price per unit or on a price per square foot
basis. The projects with the greatest amount of amenities and larger unit sizes
generally show the highest rates of utility expenses. In 1994, utilities were
reported at $801 per unit, and in 1995 it was reported at $898 per unit. The
annualized projection for 1996 is $1,050 per unit. We have stabilized this
expense at $103,000, which is consistent with prior years and other apartment
complexes throughout the region.

Insurance

Insurance expense has been stabilized at $120 per unit as based on similar
complexes throughout the region. Actual expense has not been reported.

Management Fee (Supervisory Management)

Lincoln Property Company has been managing the property over the past year and
one-half. The reported fee was $17,403 for 1995. To date in 1996, the fee totals
$16,865. The fee will increase with


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Capri Apartments, Salinas, CA

the increase in rental. Normally, management companies will charge from a low
of 3 for large projects to a high of 6 percent of collected rent for smaller
complexes. A rate of 4.0 percent on collected rents is reasonable for this
project.

Maintenance and Repair

This category includes on-going maintenance and repairs that include the common
areas, plumbing, pool, and electric. This category also includes building/pool
supplies, appliance replacement and decorating supplies. In 1995, several
carpets were replaced. Carpets have also been replaced in 1996 as tenants move
out. Appliances were also replaced. This level of replacement does not recur on
an annual basis, thus an adjustment is required in stabilizing this expense.
Normally, maintenance and repair ranges from $400 to $600 per unit. The actual
subject expense has been substantially higher due to the refurbishing of the
complex over the past year. It should also be noted that this category does not
include landscape/gardening and exterminating contracts or wages for
maintenance personnel.

Administrative 

This category consists of advertising and promotion, office supplies, computer
expense, legal, credit check expense, and miscellaneous expense such as
stationary, postage, etc. As shown in the Income & Expense Statement prepared by
Lincoln Property Residential, a management fee paid to Lincoln is included under
this category. In this analysis, the management fee has been separated and
discussed under its own category.

Gardening/Landscaping/Cable T.V./Security

Landscaping is contracted to a private landscape company (recently hired). Basic
cable is included in the rent thus it is an expense to the landlord. Security
patrol and exterminating are also contracted. Total expense reported in 1995 was
$28,547. The total for the first eight months of 1996 is $17,889. We have
stabilized this category at $25,000 per year.

Replacement Reserves

Most owners do not utilize the replacement reserve account during the analysis
or operation of an apartment complex. Rather, capital improvement items are
often expensed as they are incurred. However, since capital expenditures affect
the investor's cash flow, an analysis of the property's value must account for
these expenses in the form of appropriate reserves for replacement.

Reserves for replacements are estimated at 2.5 percent of EGI which equates to
$160/unit. This takes into account the current good condition, lower effective
age and recently completed capital improvements of the project. Items which are
commonly associated with a reserve account include repaving of drives,
replacement of underground utility pipes and electrical conduit, roof and
foundation, as well as resurfacing of the pool new appliances, etc. (i.e., items
that are not normally expensed year to year).

Net Operating Income 

Total stabilized expenses and collection loss allowance amount to $387,700, or
$3,400 per unit. This also equates to 54 percent of effective gross income. It
should be noted that as a percentage of income, expenses are higher at the
subject than they are for many complexes in this region. The reasons for this
include: (1) basic cable service included in the rent; (2) more common amenities
(hallways) than the


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Capri Apartments, Salinas, CA

typical complex resulting in a higher level of maintenance; (3) rents are
relatively low in comparison to complexes in neighboring counties, thus as a
percentage of income, expenses appear high. In terms of per unit cost the
subject is well supported by other complexes throughout the region.

Net operating income is estimated by deducting operating and fixed expenses from
effective gross income, as shown below and on the following page:

- --------------------------------------------------------------------------------
            Effective Gross Income              $716,718
            Total Expenses                      (387,700)
                                                ---------
            Net Operating Income Before
             Income Taxes & Depreciation        $329,018
- --------------------------------------------------------------------------------

Capitalization Rate Analysis

After net operating income is estimated, an appropriate capitalization method is
selected. Of the various techniques, the one that is almost always used due to
its simplicity is direct capitalization. This method employs the use of a single
rate known as the overall rate. The overall rate reflects the relationship
between the projection of annual net operating income and a sale price or an
estimate of value. It is calculated by dividing the net operating income of the
sale into the sale price. When the property is purchased all cash, which is rare
for larger apartments, and there is no subsequent change in value or income,
then the capitalization rate is also the rate of return on the total property
investment.

In the Sales Comparison Approach section of this report, there is a table in
which we have summarized our analysis of capitalization rates for the comparable
sales. These capitalization rates were based on actual or actual near-term
potential gross annual income less expenses at time of sale. In each case,
expenses included new real estate taxes at market value as opposed to actual
taxes which are typically much lower. The capitalization rates derived from each
of these sale properties are summarized below:

Sale No.   1        2        3        4        5        6        7        8 
- --------------------------------------------------------------------------------
Cap Rate%: 8.54     8.6      9.1      9.34     9.6      10.15    7.9      9.69 

The main factor influencing capitalization rates is the perception of risk.
Those properties perceived to have higher risk, will sell at higher
capitalization rates. The lower risk properties sell at lower capitalization
rates. Apartment properties, because of their low vacancy, generally fall into
the low risk category. Risk factors that should be taken into account in
selecting an appropriate capitalization rate include the following:
 
o     Amount of available land zoned to allow future apartments
o     Upside (or downside) potential of cash flow
o     Existing or planned government restrictions on use and/or rent increases
o     Deferred maintenance and remaining life of site improvements
o     Marketability/liquidity
o     Availability of financing


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Capri Apartments, Salinas, CA

Availability of Land (potential of future competition)

While there are several hundred acres of undeveloped land in the general area,
most is zoned agriculture or has environmental issues such as sloughs/wetlands.
This is not to say, however, that additional apartments could not be developed
within a 50 mile radius. There has been very little apartment construction in
the area over the past 9 years. One of the main reasons is the high cost of land
and building. So, while future construction of apartments will occur to some
degree, the high cost will result in higher rents that likely will not compete
with the subject.

Upside Potential of Cash Flow

Gross revenue projected at stabilized occupancy is based largely on the current
average rate. The market rate, although close, is still lower than the actual
income. And given high occupancy in almost all Salinas apartment properties, it
appears certain that rents will continue to gradually increase over the next 12
to 24 months. Consequently, upside rental potential appears good at this
particular time. The subject is not affected by rent control, so this would not
be a limiting factor.

Deferred Maintenance

The subject is well-maintained without any significant repairs or deferred
maintenance. Better-conditioned apartments tend to sell at lower capitalization
rates.

Marketability/Liquidity

Appropriately priced, the subject would have reasonably good marketability (see
Marketing and Exposure Estimate sections). This tends to lower the overall
capitalization rate since there would be good buyer demand.

Availability of Financing

Financing should not have a significant impact on the capitalization as capital
is available for this type of property.

Capitalization Rate Conclusion

In conclusion, the subject capitalization rate should fall between 8.5 to 9.0
percent, as evidenced by the sales. Discussions with brokers, property owners
and management companies indicate that apartment capitalization rates are
dropping in Santa Clara and Santa Cruz Counties. The subject has good upside
potential. It may also have extra or "excess" land to construct additional
units. Based on our analysis, the most probable subject capitalization rate is
at the lower end of the above range, or 8.5 percent.

            $329,108/ .085        =         $3,870,000 (rounded)


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Capri Apartments, Salinas, CA

                             INCOME APPROACH SUMMARY
- --------------------------------------------------------------------------------

INCOME
- ------

         Gross Annual Rental Income                         $742,440

         Laundry                                            $ 12,000
                                                            --------

     TOTAL GROSS INCOME                                     $754,440

Less: Vacancy & Collection Loss Allowance (5%)              (37,722)
                                                            --------

EFFECTIVE (COLLECTED) GROSS INCOME                          $716,718

     Stabilized Operating Expenses                       Per Unit (rd)
     -----------------------------                       -------------

         Payroll                               $  75,000         $658
         Taxes (Prop 13)                       $  42,000         $395
         License & Permits                     $   1,700         $ 15
         Utilities                             $ 103,000         $900
         Insurance                             $  14,000         $122
         Management Fee                        $  29,000         4%
         *Administrative                       $  14,000         $122
         Maintenance + Repair                  $  66,000         $579
         Landscape/Cable T.V./Security         $  25,000         $219
         Replacement Reserves                  $  18,000         $160
                                               ---------         ----

*includes -Advertising & Promotional

     TOTAL OPERATING EXPENSES                  $387,700          $3,400 (54%)

     NET OPERATING INCOME (NOI)                                  $329,018

       OVERALL CAPITALIZATION RATE (Applied to NOI)                .085
                                                                   ----

- --------------------------------------------------------------------------------
Market Value As Is:                                         $3,870,800
Rounded:                                                    $3,870,000
- --------------------------------------------------------------------------------

Other Capitalization Procedures

Other capitalization methods may be used in the appraisal of apartment
properties, although their understanding and use falls far short of direct
capitalization. The Discounted Cash Flow analysis (DCF) is one such method. In
this procedure, the value of a property is equivalent to the present value of
the annual before tax cash flows, over an assumed investment holding period,
plus the sale (reversion) of the property at the end of the holding period, at a
single discount rate. The


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Capri Apartments, Salinas, CA

advantage of this approach is that it identifies variability in annual cash
flows, especially in a startup operation.

The Discounted Cash Flow Analysis requires several assumptions that impairs its
reliability. For this reason, it is oftentimes considered a secondary valuation
method in the appraisal of apartment appraisals.

In this appraisal, the DCF procedure has not been used as it does not provide
any additional insight into the valuation of this property. There are several
reasons for excluding this approach. There is nothing to suggest at this time
that there will be substantial changes in income patterns, although the
near-term trend appears to be continued strengthening and gradual increasing of
rents. Another reason is that there would be several assumptions that would have
to be made. Perhaps the most compelling is that the sales were not purchased on
a DCF approach. Employing a DCF for the subject would require that inferences be
made about each sales as to applicable yield and going-out capitalization rates,
as well as hold periods and annual expense and income increase (or decrease)
projections. If the majority of these sales were purchased in this manner, then
a DCF would have applicability; however, this is not the case.

Income Approach Conclusion

The Income Approach concludes a value of $3,870,000.


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Capri Apartments, Salinas, CA

SALES COMPARISON APPROACH
================================================================================

The Sales Comparison or Market Data Approach involves making an analysis of the
property being appraised based on sales of similar properties. To a lesser
degree, this procedure may consider the asking prices of current listings. The
market data approach presumes that a prospective purchaser would pay no more for
a property than the amount with which he or she could buy another of equal
utility. The reliability of this procedure is determined by: 1) availability of
comparable sales; 2) comparability of sales in terms of date of sale, location,
size, density, or other physical characteristics; and, 3) verification of the
sales data.

Although there are variations, apartment property sales are often analyzed using
four unit-of-comparison indicators:

                  o Price per unit
                  o Gross Income Multiplier or Effective Gross Income Multiplier
                  o Price per Rentable Square Foot
                  o Price per Room

Price Per Unit Method.- The price per unit method is most often affected by unit
size, condition, overall functional utility, and location of a property. Sales
with high average unit sizes which are situated in the most desirable locations
tend to command the highest price per unit. Naturally, the existing potential
rent levels also affect the sale price, thus influencing the price per unit
value. Each of these factors determine the amount of net operating income that
can be generated per unit which is a fundamental measurement of investor return
when applying the price per unit method.

Price Per Room Method.- Sale price per room demonstrates the same relationship
as price per unit. Applying the same logic discussed above, which considers the
average unit size of the subject, existing rent levels, and location relative to
the comparable sales, a value per room can be estimated for the appraised
property.

Price Per Square Foot Method.- While size is a strong influence in sale price
per unit and price per room, the rent levels attained by a property per square
foot are closely related to the price per square foot it may attain in the
marketplace. It is generally true that all else being equal, the rent per square
foot for larger units is less than the rents per square foot for small units.
Thus, apartment buildings which have larger unit sizes have lower rents per
square foot and therefore have lower selling prices per square foot.

Gross Income Multiplier Method.- The gross income multiplier (GIM) technique is
oftentimes perceived as one of the most accurate market measure of value by the
Direct Sales Comparison Approach. The GIM is calculated by dividing the sale
price of the sale property by its gross annual income. This method tends to
equalize property differences such age, size, and number of units. In general,
where there is a fee simple title, apartment properties tend to sell at 5.5 to 8
times multiple on actual income. The range is tempered by a number of factors
that include location, condition, quality, and upside rental potential. The more
desirable properties with good track records will typically be higher on the
scale, whereas lower quality facilities in weak locations tend


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Capri Apartments, Salinas, CA

to fall at the lower side. Since the GIM involves gross income rather than net
income, the appraiser must compare the level of expenses of the comparables with
the subject. This technique works best when expense operating ratios are
reasonably consistent. Comparison is not straightforward, for example, when the
sale property has an operating expense ratio that is significantly higher than
the subjects'. Consequently, when estimating a GIM, care must be taken when
comparing gross incomes. A variation of the GIM technique -- effective gross
income multiplier (EGIM) -- is calculated by dividing the sale price by the
effective gross annual income instead of the gross annual income. This
technique, however, often does not result in a further refinement since
apartment vacancy (and collection loss) throughout the region is very low.

Comparable Sales Description & Analysis

A search for apartment properties was made in Salinas and surrounding areas. No
sales of larger apartment complexes (over 100 units) in Salinas during 1995 and
1996 were found. The most recent larger apartment transaction in Salinas
occurred in 1994; a 60 unit complex sold in 1993 and a 112-unit property
transferred in late 1991. A summary of these sales is summarized on the
following pages. Additional information is included in the Addenda.

To obtain more recent sales data, it was necessary to expand the search into
nearby cities and counties. The strongest sales activity at this time is taking
place in Santa Clara County, adjacent to the north of Monterey County. A number
of larger sales have also taken place in Santa Cruz County, to the west. A brief
description of each sales area and how it relates to Salinas is summarized in
the following paragraphs.

Santa Clara County San Jose: This is the largest county in the region with a
population of over 1.4 million. It contains the City of San Jose, the third
largest city in California. "Silicon Valley" originated in Santa Clara County.
The county is home to over 2000 electronic firms, including industry leaders
such as Intel and Hewlett-Packard. Over the past 20 months, technological
employment has dramatically increased resulting in the creation of several new
jobs. To fill new jobs, several thousand people have moved into "Silicon Valley"
thus creating a demand for housing. As a result, apartment and other housing
rents have increased substantially, nearly doubling from previous lows in some
cases. Investors have now caught on to increasing rental activity, and sales
activity is brisk. This market has "filtered" into nearby communities, including
Santa Cruz, Alameda County, and to some lesser degree, Salinas.

The resurgence of the Santa Clara County market comes after six years of
sluggish performance. The last major upswing was in 1982-85 when rents increased
annually by 18 to 20 percent. From 1995 to 1989, rents and vacancy were steady.
In late 1989, following the Loma Prieta earthquake and a decline in economic
activity, vacancy levels started to increase and rents became soft with rental
concessions given in some complexes. Starting in late 1994, the market started
to once again turn upward. In 1995, economic conditions improved and rents
increased to reflect a landlord's market. Today, vacancy is extremely low with
very units available for rent. This is expected to continue for at least the
next six to 12 months as little land is available for new apartment
construction.


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<PAGE>

                    COMPARABLE MARKET DATA - APARTMENT SALES

<TABLE>
<CAPTION>
     Project Name
Sale Location                   No. Units    Sale Date (COE)    Year        Sale       Price/     GIM      Price Per Unit
No.  A.P.N.                     RSF-Bidg                        Built       Price      Sq. Ft     OAR      Cash-on-Cash
====================================================================================================================================

<S>  <C>                          <C>             <C>            <C>      <C>           <C>       <C>        <C>
[1]  Willow Gardens Apartments    
     1750 Stokes Street             186           6/14/96        1971     $13,650.000   $85.17     7.04      $73,387
     San Jose, CA                 160,260                                                         8.64%         6.8%
                                                                                                 
     2-story apartment garden sytle built in 1979. Wood frame, wood exterior. Average quality and condition.
     190 covered parking spaces (carports).
     Amenities include pool, spa, laundry, recreation roon, balconies/patios, storage lockers, a/c.
     6.40 acres (29.06 du/ac).  First loan $10,600,000 from St. Paul Federal Bank. Document #13330744.
    
[2]  Ocean Terrace                                                                               
     1630 Merrill Street            100           7/12/96        1972      $6,300,000   $78.04      6.5       $63,000
     Santa Cruz, CA               80,724 sf                                                        8.6%          8.1%
                                                                                                 
     100-unit garden style built on 2.7 acres in county area of Santa Cruz. Built in 1972, there are six buildings, a pool, 
     exercise room, sauna, three laundry rooms, and on-site manager's office. Wood frame construction. Average quality and avg+ 
     condition. 130 on-site parking spaces. AEK kitchens. $4,725,000 first from Home Savings of America.
    
[3]  Fox Creek Village                                                                           
     196 West Alvin Rd.,            168           9/24/94        1986      $9,350,000   $66.31      9.8       $55,660
     Salinas, CA                 141,856 sf                                                        9.1%         9.87%
                                                                                                 
     Built in 1986, Fox Creek Village consists of 76, 1/br/1ba units measuring 708 sf; 24, 2br/1ba units measuring 875 sf, and 
     68, 2/br/1ba units 986 sq ft. The gross building area is 145,023; the net rentable has been reported at 141,856 sf.
     36 units have wood-burning fireplaces. Units include patios or balconies, refrigerators, microwaves, dishwashers, disposals,
     and laundry hook-ups.
     There are laundry rooms with washers and dryers in the complex. Above average to good quality and condition. One covered 
     parking space per unit.
    
[4]  Kingdale Oaks                                                                               
     1919 Fruitdale Avenue          331           8/15/95        1970     $16,760,000   $66.22     6.01       $50,634
     San Jose, CA                253,098 sf                                                        9.34%        11.1%
    
     Average quality, 1, 2 and 3-story buildings built in 1964-1970. Wood frame and stucco. Concrete slab. Average condition.
     331 covered parking spaces (carport). 166 open parking. Amenities include 2 heated pools, spa, poolside grills, laundry 
     rooms, volleyball, and recreation building. Elevator served. New first loan from St. Paul Federal Bank, and seller second. 
     Marketing time was reported at six months. 11.76 acres (28.15 du/ac). 1,2 and 3 bedroom units.

====================================================================================================================================
</TABLE>

Note: The above data was obtained from sources deemed reliable. However, the
accuracy of the data cannot be guaranteed by R. Saia, MAI Associates (9/96)


                                                                              54
<PAGE>

                    COMPARABLE MARKET DATA - APARTMENT SALES

<TABLE>
<CAPTION>
     Project Name
Sale Location                   No. Units    Sale Date (COE)    Year        Sale       Price/     GIM      Price Per Unit
No.  A.P.N.                     RSF-Bidg                        Built       Price      Sq. Ft     OAR      Cash-on-Cash
====================================================================================================================================

<S>  <C>                          <C>             <C>            <C>      <C>           <C>       <C>        <C>
[5]  Hidden Creek Apartments    
     200 Button Street             146           7/14/94        1973      $7,400,000   $77.81     6.78      $50,685
     Santa Cruz, CA              95,100                                                           9.6%          N/A
                                                                                                 
     3.8 acres (37 du/ac). 2-story, nine buildings. Garden style walk-up. Average quality and condition. 42 studies, 40 1br/1ba,
     44 2br/1ba units. About half of complex is subsidized housing tenants. Financing terms n/a. Marketing time = 3 months. 
     Amenities include pools, creek fountain and extensive landscaping.
    
[6]  North Bay Apartments                                                                        
     41 Granview Streett            115          12/15/95        1989      $8,550,000   $81.88    6.11       $74,348
     Santa Cruz                  104,421                                                        10.15%         10.8%
                                                                                                 
     Good quality, 2-story garden style complex built in 1989. Average to good location. Buyer had to pay $300,000 in repairs and 
     $175,000 in commissions. Cap Rate is somewhat high based on other sales of similar age, size, and location. Property was never 
     exposed to open market.
[7]                                                                                              
     2186-2198 Brutus Street         60           5/26/93        1988      $3,072,000   $61.46    7.83       $51,200
     Salinas, CA                  49,980                                                         7.99%           N/A
                                                                                                
     Average to good quality garden complex located in north Salinas close to shopping, schools and freeway access.
     There are 23, 1br units, and 37, 2br/2ba units. Average unit size is 833 square feet. No rent control.
     Financing terms were not available.
    
[8]  Cypress Landing                                                                           
     552 Rico Street                112           11/1/91        1989      $5,950,000   $59.11    6.01       $53,125
     Salinas, CA                100,660                                                          9.69%
    
     Newer, garden style consisting of 36 1br/1ba and 76, 2br/2ba units. 2-story buildings. Good quality and condition. Amenities
     include clubhouse, spa, pool, weight room, tennis courts. Carport + open spaces. Average monthly rent at time of sale = $689.
     Average unit size = 889 square feet. All cash to seller.

====================================================================================================================================
</TABLE>

Note: The above data was obtained from sources deemed reliable. However, the
accuracy of the data cannot be guaranteed by R. Saia, MAI Associates (9/96)

                                                                              55
<PAGE>

Capri Apartments, Salinas, CA

Housing prices in San Jose are higher than they are in Salinas. Good Salinas
neighborhoods, such as those found in north Salinas, can be compared to the more
average/middle income areas of San Jose as well as the agricultural communities
of Gilroy and Morgan Hill, in southern Santa Clara County. Still, downward
adjustments are required for location when comparing San Jose to Salinas.

Santa Cruz: In general, rental housing in Santa Cruz is less than it is in San
Jose, but higher than in Salinas. Although considered more desirable, Santa Cruz
is a relatively good area to draw comparable sales for comparison to Salinas.
Santa Cruz is a coastal community that relies heavily on tourism and
agriculture; some technology has filtered into the area from Silicon Valley.
Rents have been increasing, but not nearly at the pace of San Jose. Occupancy is
also extremely high in this area. A downward location adjustment is required
when comparing a Salinas property to a Santa Cruz property.

Monterey: No sales over 100 units were found in Monterey. This is mainly due to
the limited number of larger units in the city. Although the City of Monterey is
superior to Salinas in residential desirability, nearby cities such as Seaside
and Marina are overall comparable. However, no sales of larger units were found
in this area as well.

Adjustment Process

The most common unit of comparison indicator for apartments is price per unit.
As such, the subject has been adjusted to the comparable sales on this basis. A
sequence for making adjustments must be followed when percentage adjustments are
calculated and added together. The first adjustment is for property rights
conveyed. In this case, all properties sold fee simple or leased fee (short-term
leases of less than one year); no leasehold sales were included. Thus, no
adjustment was required.

The second adjustment converts the transaction price of the comparable into its
cash-equivalent or modifies it to match the financing terms projected for the
subject property. No sales with financing favorable enough to significantly
influence the sales price were included, no adjustment was required.

The third adjustment is made for conditions of sale or other (e.g., personal
property included in sale price). No REO or distressed sales were included, and
no sales with furnished units were considered. Every apartment has some amount
of personal property that transfers with the property; however, these items are
nominal.

Other adjustments considered were based on differences in market conditions,
appeal, quality/density, condition, and size. No specific adjustment was made
for rent control (i.e., San Jose complexes), although this is considered in the
location adjustments.

Shown on the following pages is a table summarizing eight apartment sales.
Additional information concerning each sale, including recording data and a
photograph, is in the Addenda.

Apartment Sale Number 1, at $73,387 per unit, is a June 1996 sale of the Willow
Gardens Apartments, an 186-unit garden style walk-up apartment located in a
centrally-located middle-income neighborhood in San Jose. This is an average
quality complex in average condition at time of sale. There are 162, two
bedroom/two bath units, and 24, three bedroom/two bath units. The average unit
size is 861 square feet. Amenities consist of a pool, spa, recreation building,
and laundry rooms. The


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Capri Apartments, Salinas, CA

project sits on 6.40 acres, indicating a density of 29.06 units per acre. The
project falls under San Jose Rent Control, which limits rental increases to
eight percent with pass-through for extraordinary and capital expenses.

The purchase price of $13,650,000 represents a rentable per square foot
indicator of $85.17, and a per room value of $17,773. The GIM on actual rental
income is 7.04. On market rents, the GIM is 6.29, indicating reasonably good
upside rental potential. The Overall Capitalization Rate is 8.54 percent on
actual income less actual expenses adjusted for new taxes and reserves. The
cash-on-cash rate is 6.8 percent.

In comparison to the subject, a downward adjustment is required for location. As
noted, San Jose rent levels are higher than those found in Salinas. For example,
a two bedroom/two bath unit at Willow Garden is $1,000+, or about $300 per month
per unit higher than in Salinas. A downward adjustment of 25 percent as based on
rental differential appears reasonable. The subject's average unit size at only
676 square feet is well below the comparable, resulting in a 15 percent downward
adjustment. The quality and condition are similar. the subject has a lower
density, but this has already been reflected in the location adjustment.
Adjusting this comparable by 40 percent, results in an indicated subject per
unit value of $44,000 (rounded).

Apartment Sale Number 2, at $63,000 per unit, is a July 1996 sale of the Ocean
Terrace Apartments, an 100-unit garden style walk-up apartment located in an
unincorporated area of Santa Cruz County between the cities of Capitola and
Santa Cruz. This is an average plus quality complex in above average condition
at time of sale. There are 52, two bedroom/ units, and 32, one bedroom/ units.
There are also 16, 3 bedroom units. The average unit size is 807 square feet.
Amenities consist of a pool, sauna, exercise room, and laundry rooms. The
project sits on 2.70 acres, indicating a density of 37 units per acre.

The purchase price of $6,300,000 represents a rentable per square foot indicator
of $78.04, and a per room value of $16,406. The GIM on actual rental income is
6.5. Market rents were about 3 percent higher than actual income during the six
month marketing period. The Overall Capitalization Rate is 8.6 percent on actual
income less actual expenses adjusted for new taxes and reserves. The
cash-on-cash rate is 8.1 percent.

In comparison to the subject, a downward adjustment is required for location. As
noted, Santa Cruz rent levels are higher than those found in Salinas. For
example, a two bedroom/two bath unit at Ocean Terrace is $800-850+, or about
$100-250 per unit higher than in Salinas as compared to a similar complex. A
downward adjustment of 15 percent as based on rental differential appears
reasonable. The subject's average unit size is smaller, resulting in a 10
percent downward adjustment. In addition, a downward adjustment of 10 percent is
made for the subject's larger size. Smaller properties tend to sell at higher
unit values because they appeal to a larger group of buyers. Adjusting downward
by a total of 35 percent results in an indicated subject per unit value of
$41,000 (rounded).

Apartment Sale Number 3, at $55,655 per unit, represents Fox Creek Village, an
168-unit two-story garden complex built in 1986, located nearby the subject in
north Salinas. Fox Creek includes a pool, tennis court, recreation building and
laundry facilities. There are 76, one bedroom units; and, 92 two


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<PAGE>

Capri Apartments, Salinas, CA

bedroom units. The average unit size is 844 square feet - almost 25 percent
higher than the subject. Some of the units have fireplaces. Parking is by
carport stalls and open spaces. The overall quality and condition are good,
superior to the subject.

In comparison to the subject, a downward adjustment of 10 percent is required
for size. Another adjustment of 20 percent is made for this property's lower
effective age and superior quality and amenities. Although there are no sales in
Salinas to determine whether apartment property value has increased since the
September 1994 sale date, it is logical to assume that since rents are now
somewhat higher that values are likely higher as well. Consequently, an upward
adjustment of 5 percent is made. Overall, the adjustments total downward by 25
percent, indicating a subject unit value of $42,000 (rounded).

Apartment Sale Number 4, at $50,634 per unit, is located south of Freeway 280
near San Jose City Community College within single family and apartment
neighborhood. the project is under San Jose Rent Control Ordinance. This is
average quality and condition. The buildings are wood frame and stucco with flat
T&G roofs built in 1964 and 1970. There are 36, studios; 264 1br/1ba units; 20,
2br/1ba units; 5, 3br/2ba; and, 6 2br/2ba units. Amenities include 2 heated
pools, poolside grills, laundry rooms, recreation room, and volleyball. Elevator
served. Units have either balcony or patio and are separately metered. Average
condition. 1.5 parking spaces per unit (166 open spaces and 331 carport).
According to selling broker Bruce Hermann with Marcus & Millichap, gross
scheduled actual income at time of sale was $2,787,000, or approximately $700
per unit per month. Actual vacancy (and stabilized vacancy) was 4.38%.
Factoring-in taxes at market (per Prop 13), total expenses were reported at
approximately $1,100,000. Net operating income is estimated at $1,565,000.
Financing consisted of a 1st from St. Paul Federal Bank of $14,850,000 (VIR) 8%,
25-yr amortization and a seller second of $556,000 @ 7%, 2 years resulting in a
total annual debt service of $1,414,297. Cash flow (after debt service) is
$150,703, indicating a cash-on-cash rate of 11.1% on the cash down payment of
$1,354,000. The marketing time was reported at 6 months. The sale reportedly
did not involve an exchange. This sale closed in August 1995, but was negotiated
several months prior.

In comparison to the subject, a downward adjustment is required for location,
although not as great as the adjustment made for Sale 1. The subject has
superior appeal, but due to the locational difference a downward adjustment of
15 percent is made. A 5 percent upward adjustment is required for market
conditions, that is, rents have moved upward over the past 1.5 years. A 5
percent upward size adjustment was since the subject is a smaller project. The
subject's average unit size is smaller, thus requiring a 10 percent downward
adjustment. In total, a 15 percent downward adjustment is made resulting in an
indicated subject value of $43,000 (rounded).

Apartment Sale Number 5, at $50,685 per unit, represents a nine building,
two-story, garden style complex of average quality. The project is located near
Highway 1 in the City of Santa Cruz. It is in a neighborhood of predominately
small bungalow single family homes built from 1930 to 1970; a new zero-lot line
SFR development is located directly across. There are 42 studio units with an
average size of 550 square feet; 60, 1br/1ba units @ 650 sf, and, 44, 2br/1ba
units of 750 sf. The rentable area is 95,100 square feet (avg. unit = 651).
There are no recreational amenities except for pool and common utility rooms.
Landscaping is extensive in some areas. One-half of


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<PAGE>

Capri Apartments, Salinas, CA

the units are subsidized housing units. At time of sale, "market" rents were
$600 for studio, $750 for 1 bedrooms, and $850 for two bedrooms. The gross and
net incomes are estimates based on reported actual income per MLS listing
(#369018). According to assessor's office, some buildings had deferred
maintenance, however, the cost to repair is not known.

In comparison to the subject, a downward adjustment of 20 percent is required by
this comparable's superior location. No adjustment are required for average unit
size, quality and condition. Applying the 20 percent downward location
adjustment, results in an indicated subject unit value of $40,500 (rounded).

Apartment Sale Number 6, at $74,348 per unit, is located in west Santa Cruz off
Highway 1. This is a good quality walk-up garden design built in 1989. It is the
newest complex built in west Santa Cruz area. Amenities include a swimming pool
and carport parking. There are no other recreational facilities, although the
complex is within a short drive to beaches and three miles to Santa Cruz Beach &
Boardwalk (good tenant appeal). The buyer paid $300,000 in repairs and $175,000
commission, thus actual price was somewhat higher than reported above. The
property was never exposed to the open market. The higher than normal
capitalization rate is reflective of this and the extra cost to the buyer of
repairs and commission. There are 18, 1br/1ba units; 69, 2br/2ba units; and, 28,
2br/2.5 ba units. Market rents are about 3-5 % higher than actual.

In comparison to the subject, downward adjustments are required for age,
location, average unit size and size. We estimate these to be 40 percent. The
indicated subject value per unit from this sale is $44,500 (rounded).

Apartment Sale Number 7, at $51,200 per unit, represents an average to good
quality garden style apartment complex located in north Salinas. There are 23, 1
bedroom units and 37, 2 bedroom units. The 60 unit complex is smaller and newer
than the subject, however, it is very similar in location. The subject's average
unit size is significantly smaller, thus requiring a 10 percent downward
adjustment. In addition, adjusting this sale down by 20 percent for size and
effective age, and upward by 5 percent for improved market conditions since date
of sale results in an indicated subject value per unit of $38,500 (rounded).
Although this is a nearby comparable, because of its smaller size and older
sales date less emphasis was placed on it in the final analysis.

Apartment Sale Number 8, at $53,125 per unit, represents the sale of the
112-unit Cypress Landing Apartments in north Salinas. One of the last complexes
to have been built in Salinas, Cypress was completed in 1989. There are 12,
two-story buildings. Amenities include a pool, hot tub, weight room, tennis
court and recreation building. All units have patios or balconies,
refrigerators, R/O and dishwashers; some have fireplaces. There are 36, 1br/1ba
units; and, 76 2br/2ba units measuring between 955 to 985 square feet. Carport
and open parking. The average unit size is 899 square feet. Gross annual income
at time of sale was $925,740, and net operating income was $573,218, indicating
a cap rate of 9.69%.

Normally, a 1991 sale would not be used as part of a primary sales analysis. In
this case, given the scarcity of large apartment sales in Salinas, it has been
used.


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Capri Apartments, Salinas, CA

No adjustment is required for location. Cypress is newer than the subject, and
has superior appeal. It is also smaller, and has a significantly higher average
unit size. A 35 percent downward adjustment is reasonable for these factors. On
the other hand, an upward adjustment of 5 percent is made for improved market
conditions since late 1991. On balance, a negative 30 percent adjustment is
applied indicating a subject unit value of $37,000 (rounded).

Sales Comparison Approach Summary & Conclusion

The sales analyzed in the sales comparison approach range in size from 60 to 331
spaces, and in unadjusted price from $50,634 to $74,3 87 per unit. After
adjustment the sales indicated the following range of value:

Sale 1   Sale 2   Sale 3   Sale 4   Sale 5  Sale 6   Sale 7
- ------   ------   ------   ------   ------  ------   ------
$44,000  $41,000  $42,000  $43,000  $40,500 $44,500  $38,500

Sale 8
- ------
$37,000

For one reason or another, the sales are not highly similar. They do, however,
provide a reasonably narrow range of potential subject value. The sales
consistently group around $40,000, however, the better comparables tend to
indicate a unit value at the lower end, that is $37,000/unit. As such, the
subject's indicated per unit value is $37,000, or $4,220,000, as outlined below.

- --------------------------------------------------------------------------------
                   114 units x $37,000/unit = $4,220,000 (rd)
- --------------------------------------------------------------------------------

Check for Reasonableness: Based on a market value of $4,220,000, the subject 
property would have the following unit of comparison indicators:

         Price Per Rentable SF:     $58.03
         Price Per Room:            $11,722
         GIM:                         5.6

Price Per Rentable SF: The unadjusted range of the comparables is $59.11 to
$85.17. Although at the lower end, the indicated $58.03 per square foot value is
supported by this range.

Price Per Room: The unadjusted range of the comparables is $14,157 to $19,344; 
most are in the $14,000 to $16,000 range. The subject is below the lower end. As
such, the price per room method is not supported.

GIM: The subject has a high expense ratio (in comparison to gross income) which
should be considered in selecting the appropriate GIM. The range of the
comparables is 6.01 to 7.83; most range from 6.01 to 6.8. At 5.68, the subject
is supported by the sales when considering its higher expense ratio.
Consequently, it is our opinion that the above value estimate is adequately
supported by the GIM technique.


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<PAGE>

Capri Apartments, Salinas, CA

Two of the three sales comparison unit-of-comparison indicators support the per
unit value conclusion. The most important of the three -- GIM -- supports the
conclusion, therefore we have concluded the following Sales Comparison Method
value:

CONCLUSION: $4,220,000


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Capri Apartments, Salinas, CA

RECONCILIATION OF THE VALUE ESTIMATES

The market value of the subject property has been estimated by two of the three
traditional appraisal approaches. The indications given by each are summarized
as follows:

- --------------------------------------------------------------------------------
            Income Approach               $3,870,000
            Sales Comparison Approach     $4,220,000
- --------------------------------------------------------------------------------

In order to determine our final opinion of value, the reliability and relevance
of each value based upon the quality of data collected, and the applicability of
the assumptions underlying each approach was considered.

The cost approach was not used in this appraisal. Although it may have some
relevancy, it is not a primary valuation method.

The Sales Comparison Approach is a more accurate method than the Cost Approach,
but is flawed to some degree by the limited number of comparable sales in the
Salinas area. The sales that were available, however, provided consistent
support.

The Income Capitalization Approach is the better of the two methods, but is also
flawed to some degree by the lack of recent sales in Salinas. The sales provided
a strong central tendency in indicating that capitalization rates are within a
range of 8.0 to 9.5 percent; however, market conditions are improving and
capitalization rates may be decreasing. Without recent empirical data in
Salinas, however, it is difficult to pinpoint a specific rate for the subject
property. Still, most weight has been given to the Income Approach in concluding
a final value estimate.

STATEMENT OF VALUE

Based on the foregoing analysis, the value of the subject property, as of
September 28, 1996, is estimated as follows:

                              FOUR MILLION DOLLARS
                                  ($4,000,000)


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Capri Apartments, Salinas, CA

MARKETING PERIOD
================================================================================

The sales marketing time is the time that it should take to market and sell the
property in its "as is" condition as of the date of the appraisal. This should
not be confused with exposure time which is the amount of time necessary to
expose a property to the open market in order to achieve a sale.

Marketing time is a forward estimate of the amount of time necessary to expose a
property on the open market in order to achieve a sale from the effective date
of the appraisal.

Indications of the marketing times associated with the "as is" market value
estimates are provided by the marketing time of sale comparables, and interviews
with participants in the market. The sales marketing period is a period of time
that is reasonable in light of a given property's characteristics and market
conditions, based on certain assumptions. To our knowledge, there have been no
sales the size of the subject in the Northern Monterey County market area over
the past year. Sales from other parts of Northern California indicate that the
marketing time would be less than 6 months.

Apartment sales that have taken place over the past 24 months indicate that
marketing times rarely exceed 6 months, and usually fall between 1 to 6 months.
The length of time is not only a function of physical and locational
characteristics, but the marketing and pricing. Based on the subject
characteristics and assuming a list price close to the estimated market value,
marketing time is estimated at 2-5 months.

EXPOSURE PERIOD
================================================================================

USPAP requires that an estimate of reasonable exposure time be made in the
performance of an appraisal where the value being sought is "as-is".

In the USPAP, the Comment to Standards Rule 1-2(b) states:

When estimating market value, the appraiser should be specific as to the
estimate of exposure time linked to the value estimate.

The Comments to Standard Rules 2-2(a)(v) and 2-2(b)(v) state:

 ... Defining the value to be estimated requires both an appropriately referenced
definition and any comments needed to clearly indicate to the reader how the
definition is being applied [See Standards Rule 1-2(b)]...

The Statement issued by the Appraisal Standards Board is as follows:

Reasonable exposure time is one of a series of conditions in most market value
definitions. Exposure time is always presumed to precede the effective date of
the appraisal.


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Capri Apartments, Salinas, CA

Exposure time may be defined as follows: The estimated length of time the
property interest being appraised would have been offered on the market prior to
the hypothetical consummation of a sale at market value on the effective date of
the appraisal; a retrospective estimate based upon an analysis of past events
assuming a competitive and open market.

Exposure time is different for various types of real estate and under various
market conditions. It is noted that the overall concept of reasonable exposure
encompasses not only adequate, sufficient and reasonable time but also adequate,
sufficient and reasonable effort. This statement focuses on that time component.

The fact that exposure time is always presumed to occur prior to the effective
date of the appraisal is substantiated by related facts in the appraisal
process: supply/demand conditions as of the effective date of the appraisal; the
use of current cost information; the analysis of historical sales information
(sold after exposure and after completion of negotiations between the seller and
buyer); and the analysis of future income expectancy estimated from the
effective date of the appraisal.

Since there are few comparable properties to the subject that have sold in this
market area, estimating exposure time is based more on discussions with
knowledgeable real estate professionals. All of the sales with known marketing
times took less than 6 months.

The exposure time period assumes that the subject is appropriately priced and
marketed. Obviously, a list price that is significantly higher than what the
property is worth will result in a longer than typical marketing period.
Although it could be sooner or later, our best estimate of an exposure period
(based on our appraised value is) 4 months.

ALLOCATION OF FURNITURE, FIXTURES AND EQUIPMENT
================================================================================

For the most part, apartment in the subject region do not require significant
furniture, fixtures or equipment as part of the ongoing operation of the
property. In the case of the subject, FF&E is minimal and contributes only a
nominal value to the overall property worth. Personal property items observed on
the premises include pool equipment, furniture in the recreation/clubhouse,
office furniture and equipment (e.g., computer/printer) carts, supplies, etc.

The market value of the above is estimated at less than $15,000. Some of the
personal property items such as the computer and copier (i.e., office equipment)
would be removed upon sale. All of the comparables had similar amounts of
personal property items that were included in the sale, thus there is no need
for an adjustment.

Although not as management intensive as a hotel, apartments require management
expertise that technically creates some (minor) going-concern value. In valuing
the subject, any going-concern/goodwill has effectively been removed by
deducting an offsite professional management


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Capri Apartments, Salinas, CA

fee. The net incomes estimated from each sale comparable also had offsite
management fees deducted. It is assumed that the subject will continue to
operate under professional management.

In conclusion, the estimated market value of the subject is of the real estate
only; FF&E (personal property) is nominal and any going-concern/goodwill value
would have been removed in the deduction of an offsite professional management
fee.


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Capri Apartments, Salinas, CA

ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

The estimate of value contained herein is based upon and subject to the
following assumptions and qualifying conditions, to which the addressee shall be
deeded to consent by acceptance hereof:

It is assumed that merchantable fee simple title, free of encumbrance, is vested
in the owner of record. It is recognized that a potential purchaser would likely
consider the effect of value through consideration of the maximum conventional
financing available for the property type as of the date of value.

It is assumed that the property is subject to lawful, competent and informed
ownership and management. It is also assumed that all financial information on
the business operation is correct; errors or misstatements may have a material
impact on the appraised value. We reserve the right to make changes if such
errors or misstatements were later discovered.

It is assumed that the information supplied by the addressee as to the parcel or
parcels of real estate is correct and complete, including the legal description
as it appears in this report. The appraisers assume no responsibility for
matters of legal nature affecting the property or the title thereto, nor does
the appraisers render any opinion as to title. No attempt has been made to
render an opinion of or status of easements that may exist.

It is understood that exhibits included in this report are solely for the
purpose of assisting the reader to visualize or understand its content and are
not intended to be exact in scale or detail. It is understood that no survey has
been made to render an opinion of or status of easements that may exist.

It is understood that material contained herein which is stated to be or is
obviously furnished by others is believed to reliable but has not been verified
except as specifically stated. Such information is believed to be true and
correct; however, no responsibility for accuracy can be assumed by the
appraisers.

We are not required to give testimony or appear in court because of having made
this appraisal, with reference to the property in question, unless arrangements
have been previously; made therefor.

The distribution of the total valuation in this report between land and
improvements applies only under the existing program of utilization. The
separate valuations of land and building must not be used in conjunction with
any other appraisal and are invalid if so used.

If this appraisal contains a valuation relating to a geographical portion of a
large parcel or tract or real estate, the value reported for such geographical
portion relates to such portion only and should not be construed as applying
with equal validity to other portions of the larger parcel or tract, and the
value of all geographical portion may or may not equal the value to the entire
parcel or tract considered as an entity.


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We assume that there are no hidden or unapparent conditions of the property,
subsoil or structures which would render it more or less valuable. We assume no
responsibility for such conditions or for engineering which might be required to
discover such factors. The appraisers assume the mechanical equipment to be in
good working order unless expressed otherwise.

Unless otherwise stated in this report, the existence of hazardous materials,
which may not be present on the property, was not observed by the appraisers.
The appraisers have no knowledge of the existence of such materials on or in the
property. The appraisers, however, are not qualified to detect such substances.
The presence of substances such as asbestos, urea-formaldehyde foam insulation,
or other potentially hazardous materials may affect the value of the property.
The value estimate is predicated on the assumption that there is no such
material on or in the property that would cause a loss in value. No
responsibility is assumed for any such conditions, or for any expertise or
engineering knowledge required to discover them. The client is urged to retain
an expert in this field, if desired.

All information and comments concerning the location, neighborhood, trends,
construction quality and costs, loss in value from whatever cause, condition,
rents, or any other data of the property appraised herein represent the
estimates and opinions of the appraisers formed after an examination and study
of the property.

While it is believed the information, estimated and analysis given and the
opinions and conclusions drawn therefrom are correct, the appraisers do not
guarantee them and assumes no liability for any errors in fact in analysis or in
judgment.

Disclosure of the contents of this appraisal report (especially any conclusions
as to value), the identity of the appraisers or the firm with which they are
connected, or any reference to the Appraisal Institute, or the SRPA/MAI
designations shall not be disseminated to the public through advertising media,
public relations media, news media, sales media, or any other public means of
communication without the prior written consent and approval of the undersigned.

The appraisers are considered the owner of the report, and delivery of same has
been to addressee only for his specific intended real estate decision.

Certain forms, formatting and techniques contained herein are private property
and proprietary in nature. As such, they are protected under state and federal
laws covering trademarks, copyrighting, etc. Copying or re-use is strictly
prohibited without expressed written consent.

Certain information contained herein is considered "not for public knowledge"
and is provided herein "under strictest confidence." Said information shall be
used only in connection with the business decision as specifically described in
the function of the appraisal. No other use of any information contained herein
is permitted. Said information shall not be re- used, shared, disclosed, etc.,
except in accordance with the certification, limiting conditions, function and
purposes as contained herein. Any deviation from the above may subject the user
to additional legal action for invasion of privacy.


   Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095   67
<PAGE>

Capri Apartments, Salinas, CA

Acceptance and use of this report constitutes specific and implied consent to
all condition, limitations, etc. Further, the client shall hold harmless the
appraisers for any unpermitted use or action resulting from such use.

On appraisals subject to satisfactory completion of repairs, alterations, or new
construction, the appraisal report and value conclusions are contingent upon
completion of the improvements in a timely and workmanlike manner, and as of the
effective date of the appraisal.

Any projections in income and expenses in this report are not predictions of the
future. Instead, they are an estimate of current thinking of market participants
of what future income and expenses will be. No warranty or representation is
made that these projections will materialized.

This appraisal was prepared for Home Savings as client to be used in lending
decisions or any related business pertaining to its interest in the appraised
property. If an informational copy has been provided to the owner it should not
be utilized for other functions.

The Americans with Disabilities Act (ADA) became effective January 26, 1992. The
appraiser has not made a specific compliance survey and analysis of this
property to determine whether or not it is in conformity with the various
detailed requirements of the ADA.


   Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095   68
<PAGE>

Capri Apartments, Salinas, CA

CERTIFICATION OF APPRAISAL
================================================================================

I certify that, to the best of my knowledge and belief:

1. The statements of fact contained in this report are true and correct.

2. The reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions, and are our personal, unbiased
professional analyses, opinions and conclusions.

3. I have no present or prospective interest in the property that is the subject
of this report, and we have no personal interest or bias with respect to the
parties involved.

4. My compensation is not contingent upon the reporting of a predetermined value
or direction in value that favors the cause of the client, the amount of the
value estimate, the attainment of a stipulated result, or the occurrence of a
subsequent event.

5. The analyses, opinions and conclusions were developed, and, this report has
been prepared, in conformity with Title XI of the Federal Financial Institutions
Reform, Recovery, and Enforcement Act of 1989 (FIRREA) and its regulations, as
well as the Code of Professional Ethics and Standards of the Professional
Conduct of the Appraisal Institute and the Uniform Standards of Professional
Appraisal Practice (USPAP) of the Appraisal Foundation and the Appraisal
Institute.

6. Robert Saia and James Barcells, SRA have made a personal inspection of the
property. Mr. Saia's General Certificate from the State of California is valid
and in good standing as of the appraisal date.

7. No one other than the undersigned prepared the analyses, conclusions, and
opinions concerning real estate that are set forth in this appraisal report. It
should be noted that James Barcells helped with the preparation of the report.

8. The use of this report is subject to the requirements of the Appraisal
Institute relating to review by its duly authorized representatives.

9. Members of the Appraisal Institute are required to meet certain continuing
education requirements. As of the date of this report, Mr. Saia have completed
the requirements of the continuing education program of the Appraisal Institute.


/s/ Robert S. Saia
- -----------------------
Robert S. Saia, MAI
OREA Cert. #AGO03191


   Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095   69
<PAGE>

Capri Apartments, Salinas, CA

                                   -ADDENDA-


   Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095   70
<PAGE>

                              SUBJECT PHOTOGRAPHS


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                              SUBJECT PHOTOGRAPHS


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<PAGE>

                             REGIONAL LOCATION MAP

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MAP OF
SALINAS
AND VICINITY


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<PAGE>

                           NEIGHBORHOOD LOCATION MAP

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MAP OF
SALINAS
AND VICINITY


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<PAGE>

                                    PLAT MAP

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TAX CODE AREA

COUNTY OF MONTEREY
ASSESSOR'S MAP
BOOK 3   PAGE 80


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<PAGE>

                                   ZONING MAP

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<PAGE>

                              RENTAL LOCATION MAP

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<PAGE>

                         COMPARABLE SALES LOCATION MAP

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MAP OF
SALINAS
AND VICINITY


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<PAGE>

                     COMPARABLE SALES LOCATION MAP   San Jose

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<PAGE>

                    COMPARABLE SALES LOCATION MAP       Santa Cruz

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<PAGE>

                             APARTMENT SALE NUMBER 1

Project Name:               Willow Garden Apartments

Location:                   1750 Stokes Street, San Jose

Assessor's Parcel No.:      284-24-008

Grantor:                    Marie Helen Pejcha Trust

Grantee:                    Willow Gardens Ltd.

Rec. Doc. #:                #13330744

Sales Date:                 June 14, 1996

Sales Price:                $13,650,000

No. of Units:               186

Condition/Quality:          Average/average

Site Area:                  6.40 acres (29.06 du/ac)

Year Built:                 1971

- --------------------------------------------------------------------------------
Value Indicators:           Price/Unit: $73,387            Price/Room: $17,773
                            GIM: 7.04                      Price/RSF:  $85.17
- --------------------------------------------------------------------------------

Stabilized NOI Est.:        $1,165,752

- --------------------------------------------------------------------------------
OAR:                        8.54%                                     
- --------------------------------------------------------------------------------

Occupancy:                  99.0% (1 unit vacant @ time of sale)

Financing:                  see comments below

Comments:                   Average quality garden style two-story walk-up built
in 1971. Average condition and appeal. There are 162, two bedroom/two bath
units, and 24, three bedroom/2 bath units. Gross rentable area is 163,740 sf.
Zoning is R-4, high density. Located in area of apartments, condominiums and
single family homes (middle income) with commercial/retail along major
arterials. Centrally-located, close to shopping, schools, employment and freeway
access. Financing terms consisted of $10,600,000 first, and a seller second of
$1,275,000 @ 8%, 2 yrs. The buyer put down $1,775,000. The
<PAGE>

market income is estimated at $2,170,200 and the actual was $1,940,052 at time
of sale. The market derived GIM is 6.29, and the market derived OAR is 9.06%
(actual OAR = 8.54%). Under San Jose Rent Control Ordinance which limits annual
rent increases to 8 percent. 

Source/Confirmation: various, including public records, inspection, Comps Inc.,
Stan Jones Marcus & Millichap.


                               [GRAPHIC OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 2

Project Name:               Ocean Terrace

Location:                   1630 Merrill Street, Santa Cruz

Assessor's Parcel No.:      027-274-41

Grantor:                    Santa Cruz Central Investments

Grantee:                    D&M Piterman

Rec. Doc. #:                #8760321

Sales Date:                 July 12, 1996

Sales Price:                $6,300,000

No. of Units:               100

Condition/Quality:          Average+/Average+

Site Area:                  2.7 acres (37 un/ac)

Year Built:                 1972

- --------------------------------------------------------------------------------
Value Indicators:           Price/Unit: $63,000            Price/Room: $16,406
                            GIM: 16.5                      Price/RSF: $78.04
- --------------------------------------------------------------------------------

Stabilized NOI Est.:        $543,984

- --------------------------------------------------------------------------------
OAR:                        8.6%
- --------------------------------------------------------------------------------

Occupancy:                  100% (0 unit vacant @ time of sale)

Financing:                  New First from Home Savings (see below)

Comments:                   100 unit garden style two-story walk-up built in 
1972. It is located in an unincorporated area of Santa Cruz County one mile from
the city limits of Santa Cruz and two miles north of Capitola Village, a seaside
tourist area. The neighborhood is predominately average quality single family
and apartments with scattering of mobilehome parks and small retail/shopping
centers. The ocean is approximately one-half mile south. Amenities include a
pool, sauna, three laundry rooms,
<PAGE>

on-site manager's office, and exercise room. There are six buildings on the 2.7
acre site. Construction is wood frame and wood siding and stucco. Roofs are flat
tar and gravel. Parking is 130 spaces. All units feature AEK kitchens including
dishwashers, refrigerators, garbage disposals and R/0's. There are 32, 1br/1ba
units containing 624 sf; 40, 2br/1ba units measuring 860 sf; 12 units are
2br/1.5 ba @ 923 sf; and, 16 are 3br/2ba units @ 955 square feet. Market rents
range from $680-695 for the 1br units to $955-$980 for the 3br units. The 2 br
units range from $780 to $855. Based on market rents, the monthly gross rental
income is $79,950. Laundry income is $1,125 per month. The actual income for
January 1996 was $77,480, or 3% below market. Based on market rental income and
laundry income, gross annual income is projected (over next 12 months) at
$972,900. Deducting 4 percent for vacancy and collection loss, results in EGI of
$933,984. Expenses estimated by seller are approximately $390,000 (including
reserves), resulting in a NOI of $543,984 and a cap rate of 8.6 percent. The
Home Savings first loan has an estimated annual debt service of $416,044,
yielding cash flow of $127,939 and a cash-on-cash rate of 8.1%. reportedly, the
property was purchased by the seller in 1985 at $5,200,000 (unconfirmed).

Source/Confirmation: Home Savings of America, South Bay Equities


                               [GRAPHIC OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 3

Project Name:               Fox Creek Village

Location:                   196 W. Alvin Road, Salinas

Assessor's Parcel No.:      261-631-010

Grantor:                    Sollecito

Grantee:                    Fox Creek Partners

Rec. Doc. #:                Reel 3151 pg 1419

Sales Date:                 September 24, 1994

Sales Price:                $9,350,000

No. of Units:               168

Condition/Quality:          Good/Good

Site Area:                  7.84 acres (21.43 du/ac)

Year Built:                 1986

- --------------------------------------------------------------------------------
Value Indicators:           Price/Unit: $55,655            Price/Room: $15,688
                            GIM: 6.8                       Price/RSF: $66.31
- --------------------------------------------------------------------------------

Stabilized NOI Est.:        $850,850

- --------------------------------------------------------------------------------
OAR:                        9.1%
- --------------------------------------------------------------------------------

Occupancy:                  96.5%

Financing:                  New loan through Bank of America

Comments:                   Well-located in north Salinas near schools and
shopping. Fox Creek consists of 76, 1br/1ba units measuring 708 sf; 24, 2br/1ba
units @ 875 sf; and, 68, 2br/1ba units @ 986 sf 36 units have wood burning
fireplaces. Units include patios or balconies, refrigerators, microwaves,
dishwashers, disposals, and laundry hook-ups. Amenities include a pool, tennis
court, and recreation room. Financing terms were not available, although there
was a first made by Bank of America at market rate and terms. Assuming normal
downpayment and market interest rate at time of sale, cash-on-
<PAGE>

cash is estimated at 9.87%. No rent control. Vacancy at time of sale was
reported at 3.5 percent. One covered parking space plus open parking.
Garden-design walk-up.

Source/Confirmation: various, including public records, inspection, etc.


                               [GRAPHIC OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 4

Project Name:               Kingdale Oaks

Location:                   1919 Fruitdale Avenue, San Jose

Assessor's Parcel No.:      282-40-022,023

Grantor:                    Marie Helen Pejcha Trust

Grantee:                    Tod & Catherine Spieker

Rec. Doc. #:                #12983233

Sales Date:                 August 15, 1996

Sales Price:                $16,760,000

No. of Units:               331

Condition/Quality:          Average/Average

Site Area:                  11.76 acres (28.15/un per ac)

Year Built:                 1970

- --------------------------------------------------------------------------------
Value. Indicators           Price/Unit: $50,634            Price/Room: $16,878
                            GIM: 6.01                      Price/RSF: $66.22
- --------------------------------------------------------------------------------
Stabilized NOI Est.:        $1,565,000

OAR:                        9.3%

Occupancy:                  95.62% (14 units vacant @ time of sale)

Financing:                  See Comments Below

Comments:                   Located south of Freeway 280 near San Jose City
Community College within single family and apartment neighborhood. Close to
shopping, schools and freeway access. Zoned R24 and R4 (high density
residential). Under San Jose Rent Control Ordinance. Average quality, wood frame
and stucco buildings (flat T&G roofs) built in 1964 and 1970. There are 36,
studios; 264 1br/1ba units; 20, 2br/1ba units; 5, 3br/2ba; and, 6 2br/2ba units.
Amenities include 2 heated pools, poolside grills, laundry rooms, recreation
room, and volleyball. Elevator served. Units have either balcony or
<PAGE>

patio and are separately metered. Average condition. 1.5 parking spaces per unit
(166 open spaces and 331 carport). According to selling broker Bruce Hermann
with Marcus & Millichap, gross scheduled actual income at time of sale was
$2,787,000. Actual vacancy (and stabilized vacancy) was 4.38%. Factoring-in
taxes at market (per Prop 13), total expenses were reported at approximately
$1,100,000. Net operating income is estimated at $1,565,000. Financing consisted
of a 1st from St. Paul Federal Bank of $14,850,000 (VIR) 8%, 25-yr amortization
and a seller second of $556,000 @ 7%, 2 years resulting in a total annual debt
service of $1,414,297. Cash flow (after debt service) is $150,703, indicating a
cash-on-cash rate of 11.1% on the cash downpayment of $1,354,000. The marketing
time was reported at 6 months. The sale reportedly did not involve an exchange.

Source/Confirmation: Marcus & Millichap (415) 494-8900


                               [GRAPHIC OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 5

Project Name:               Hidden Creek Apartments

Location:                   200 Button Street, Santa Cruz

Assessor's Parcel No.:      008-202-026

Grantee:                    Hidden Creek

Rec. Doc. #:                #5547479

Sales Date:                 July 24, 1994

Sales Price:                $7,400,000

No. of Units:               146

Condition/Quality:          Avg/Avg

Site Area:                  3.8 acres (37 du/ac)

Year Built:                 1973

- --------------------------------------------------------------------------------
Value Indicators:           Price/Unit: $50,685            Price/Room: $16,818
                            GIM: 6.78                      Price/RSF: $77.81
- --------------------------------------------------------------------------------

Stabilized NOI Est.:        $710,400

- --------------------------------------------------------------------------------
OAR:                        9.6%                                       
- --------------------------------------------------------------------------------
Occupancy:                  98% (est)

Financing:                  Not available

Comments:                   Nine two-story buildings, garden style, complex of
average quality. Located near Highway 1 in City of Santa Cruz. located in
neighborhood of predominately small bungalow single family homes built from 1930
to 1970; a new zero-lot line SFR development is located directly across. There
are 42 studio units with an average size of 550 square feet; 60, 1br/1ba units @
650 sf; and, 44, 2br/1ba units of 750 sf. The rentable area is 95,100 square
feet (avg unit = 651). There are no recreational amenities except for pool and
common utility rooms. Landscaping is extensive in some areas. One-half of the
units are subsidized housing units. At time of sale, "market" rents were $600
for studio, $750 for 1 bedrooms, and $850 for two bedrooms. The gross and
<PAGE>

net incomes are estimates based on reported actual income per MLS listing
(#369018). According to assessor's office, some buildings had deferred
maintenance, however, cost to repair are not known.

Source/Confirmation: various, including public records, assessor, MLS


                               [GRAPHIC OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 6

Project Name:               North Bay Apartments

Location:                   41 Grandview Street, Santa Cruz

Assessor's Parcel No.:      002-051-65

Grantor:                    EQR Northbay Chicago Inc.

Grantee:                    Sequoia Equities

Rec. Doc #:                 #7770608

Sales Date:                 December 1995

Sales Price:                $8,550,000

No. of Units:               115

Condition/Quality:          Good/Good

Site Area:                  5.17 (22.2 du/ac)

Year Built:                 1989

- --------------------------------------------------------------------------------
Value Indicators:           Price/Unit: $74,348            Price/Room: $19,344
                            GIM: 6.11                      Price/RSF: $81.88
- --------------------------------------------------------------------------------

Stabilized NOI Est.:        $867,825

- --------------------------------------------------------------------------------
OAR:                        10.15%
- --------------------------------------------------------------------------------
Occupancy:                  100% (no vacancy at time of sale)

Financing:                  $2,425,000 down, $6,300,000 first (see below)

Comments:                   Good quality walk-up garden design built in 1989.
Newest complex built in west Santa Cruz area. Located off Highway 1 (Mission
Street) in area of single family and apartments/condos. Above average to good
location. Buyer paid $300,000 in repairs and $175,000 commission, thus actual
price was somewhat higher than reported above. The property was never exposed to
the open market. The higher than normal capitalization rate is reflective of
this and the extra cost to the buyer of repairs and
<PAGE>

commission. There are 18, 1br/1ba units; 69, 2br/2ba units; and, 28, 2br/2.5 ba
units. Market rents are about 3-5 % higher than actual. Amenities include a
swimming pool and carport parking. No other recreational facilities, although
the complex is within a short drive to beaches and three miles to Santa Cruz
Beach & Boardwalk. Overall good tenant appeal. 

Source/Confirmation: various, including public records, broker


                               [GRAPHIC OMITTED]
<PAGE>

                                [PHOTO OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 7

Location:                   2186-2198 Brutus Street, Salinas

Assessor's Parcel No.:      253-081-015

Grantee:                    Tom Favazza

Rec. Doc #.                 #35062

Sales Date:                 May 26, 1993

Sales Price:                $3,072,000

No. of Units:               60

Condition/Quality:          Good/Good

Site Area:                  1.8+/-ac (33 du ac)

Year Built:                 1988+/-

- --------------------------------------------------------------------------------
Value Indicators:           Price/Unit: $51,200            Price/Room: $14,157
                            GIM: 7.83                      Price/RSF: $61.46
- --------------------------------------------------------------------------------

Stabilized NOI Est.:        $242,445

- --------------------------------------------------------------------------------
OAR:                        7.9%
- --------------------------------------------------------------------------------

Occupancy:                  Not available

Financing:                  Not available

Comments:                   Average to good garden style complex located off
N. Main Street in north Salinas. Close to shopping, schools, and freeway access.
There are 23, 1br/1ba units, and 37 2br/2a units. Total rentable area is 49,980
sf Average unit size is 833 sf. Market income at time of sale was estimated at
$392,445. Vacancy and expenses were estimated at $150,000, resulting in an
estimated NOI of $242,445 (7.9% cap rate).

Source/Confirmation: public records, damar
<PAGE>

                                [PHOTO OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 8

Project Name:               Cypress Landing Apartments

Location:                   552 Rico Street, Salinas

Assessor's Parcel No.:      261-201-018

Grantee:                    William Lewis

Rec. Doc. #:                Reel 2692 pg: 0774

Sales Date:                 November 1991

Sales Price:                $5,950,000

No. of Units:               112

Condition/Quality:          Good/Good

Site Area:                  6 acres (18.7du/ac)

Year Built:                 1989

- --------------------------------------------------------------------------------
Value Indicators:           Price/Unit: $53,125            Price/Room: $14,442
                            GIM: 6.4                       Price/RSF: $59.11
- --------------------------------------------------------------------------------

Stabilized NOI Est.:        $573,218

- --------------------------------------------------------------------------------
OAR:                        9.69%
- --------------------------------------------------------------------------------

Occupancy:                  2.7% (3 units vacant @ time of sale)

Financing:                  All cash to seller

Comments:                   Two story, garden style apartment complex of good
quality and condition, built in 1989. One of the last apartment complexes to
have been built in the north Salinas area. Close to shopping, schools and
freeway access. 12, two story buildings. Amenities include pool, hot tub, weight
room, tennis court and recreation building. All units have patios or balconies,
refrigerators, R/O and dishwashers; some have fireplaces. There are 36, 1br/1ba
units; and, 76 2br/2ba units measuring between 955 to 985 square feet. Carport
and open parking. No rent control. 899 sf average unit size.
<PAGE>

09/27/96                LINCOLN RESIDENTIAL MGMT SERVICES               Page   1
10:39 am                             Capri                              ID 3.6.1
                                   All Units

<TABLE>
<CAPTION>
====Unit Profile===  ====Scheduled vs Actual Rent====  =========================== ==Moved== ===Current Lease===  =Security= YNAD===
 I.D.   Type   SqFt   Amount   /SqFt  Amount    /SqFt   Current Lease                  In     Begin     End        Deposit   Stat   
====================================================================================================================================
  <S>   <C>     <C>   <C>      <C>    <C>       <C>     <C>                         <C>       <C>       <C>        <C>      <C> 
   1    B1.1    814   665.00   0.817  610.00    0.749   Dominguez, Luis A           01/24/96  01/31/96  02/27/96     0.00   Y   --
   2    B1.1    814   665.00   0.817  665.00    0.817   Delgado, Veronica           02/14/90  08/09/96  07/31/97   375.00   Y   --
   3    B1.1    814   665.00   0.817  590.00    0.725   O'Connor, Genevieve         08/15/70  05/06/96  05/05/97    60.00   Y   --
   4    B1.1    814   665.00   0.817  610.00    0.749   Perry, Rhonda               03/01/95  04/10/96  04/09/97   375.00   Y   --
   5    B1.1    610   540.00   0.885  510.00    0.836   Garcia, Juan                01/11/93  05/28/96  03/27/97   375.00   Y   --
   6    A1.1    610   540.00   0.885  510.00    0.836   Marquez, Frank              02/05/96  02/02/96  02/01/97   375.00   Y   --
   7    A1.1    610   540.00   0.885    0.00    0.000   VACANT/PRELEASED            09/13/96            09/13/96   100.00   N   VL
   8    A1.1    610   540.00   0.885  565.00    0.926   Ponce, Sylvia               07/28/95  07/28/95  01/27/96   375.00   Y   --
   9    A1.1    610   540.00   0.885  540.00    0.885   Del Real, Conrado &         03/05/94  03/29/96  03/28/97   475.00   Y   --
  10    A1.1    610   540.00   0.885  510.00    0.836   Lopez, Rogelio              04/01/95  05/31/96  02/27/97   375.00   Y   --
  11    A1.1    610   540.00   0.885  540.00    0.885   Pinedo, Leonardo            01/30/96  08/01/96  07/31/97   175.00   Y   --
  12    A1.1    610   540.00   0.885  540.00    0.885   Maciel, Kendra              05/17/96  05/17/96  05/31/97   675.00   Y   --
  14    A1.1    610   540.00   0.885  545.00    0.893   De La Rosa, Ramon           03/19/95  09/05/95  06/02/97   375.00   Y   --
  15    A1.1    610   540.00   0.885  510.00    0.836   Chavez, Sandra              11/21/95  11/21/95  08/31/96   375.00   Y   --
  16    A1.1    610   540.00   0.885  540.00    0.685   Vieira, Dawn                07/12/96  07/12/96  04/11/97   375.00   Y   --
  17    A1.1    610   540.00   0.885  510.00    0.836   Clements, Horace            11/15/92  05/03/96  05/02/97   375.00   Y   --
  18    A1.1    610   540.00   0.885  490.00    0.803   Hopper, Ricky               02/28/91  05/08/96  05/07/97   375.00   Y   --
  19    A1.1    610   540.00   0.885  510.00    0.836   Preston, Cindy              09/15/95  09/15/95  09/14/96   375.00   Y   --
  20    A1.1    610   540.00   0.885  510.00    0.836   De La Cruz, Ann             07/18/92  05/02/96  05/01/97   375.00   Y   --
  21    A1.1    610   540.00   0.885  490.00    0.803   Walters, Joyce              06/01/94  12/08/95  12/07/96   375.00   Y   --
  22    A1.1    610   540.00   0.885  490.00    0.803   Booth, Norma                07/01/93  12/08/95  12/07/96   375.00   Y   --
  23    A1.1    610   540.00   0.885  510.00    0.836   Enriquez, Jimmy             03/01/95  04/30/96  02/28/97   575.00   Y   --
  24    A1.1    610   540.00   0.885  540.00    0.885   Michalko, David             05/29/96  05/29/96  02/28/97   375.00   Y   --
  25    B1.1    814   665.00   0.817  610.00    0.749   Salinas, Jon                08/09/93  05/17/96  02/16/97   375.00   Y   --
  26    B1.1    400   490.00   1.225  450.00    1.125   Valdez, Oscar               12/26/95  12/26/95  12/25/96   375.00   Y   --
  27    B1.1    400   490.00   1.225    0.00    0.000   VACANT/PRELEASED                                08/06/96   375.00   N   VL
  28    B1.1    400   490.00   1.225  490.00    1.225   Aguilar, Rick               06/14/96  06/14/96  03/13/97   375.00   Y   --
  29    B1.1    400   490.00   1.225  460.00    1.150   Benedetti, Robin            05/05/95  06/14/96  05/13/97   375.00   Y   OL
  30    B1.1    400   490.00   1.225    0.00    0.000   VACANT/PRELEASED                                09/04/96   100.00   N   VL
  31    B1.1    400   490.00   1.225  475.00    1.188   Chambless, Jean             01/26/96  08/01/96  04/30/97   375.00   Y   --
  32    B1.1    814   665.00   0.817  610.00    0.749   Perez, Jesus                02/01/95  05/02/96  05/01/97   375.00   Y   --
  33    B1.1    814   665.00   0.817  665.00    0.817   Garcia, Frank               09/05/96  09/15/96  08/31/97   750.00   Y   --
  34    B1.2    814   665.00   0.817  575.00    0.706   Del Real, Sally             07/15/95  07/15/95  07/31/97   375.00   Y   --
  35    B1.2    814   665.00   0.817  610.00    0.749   Nava, Ruben & Alma          02/01/95  05/30/96  02/28/97   375.00   Y   --
  36    B1.2    814   665.00   0.817  665.00    0.817   Mikashima, Setsuko          06/26/96  06/26/96  06/30/97   375.00   Y   --
  37    B1.2    814   665.00   0.817  675.00    0.829   Najera, Eliel               04/10/96  04/10/96  07/09/96   375.00   Y   --
  38    A1.2    610   540.00   0.885  500.00    0.820   Lozano, Guadalupe &         02/29/92  05/06/96  05/05/97   375.00   Y   --
  39    A1.2    610   540.00   0.885  540.00    0.885   Vincent, Karen              10/08/95  05/20/96  04/19/97   375.00   Y   --
  40    A1.2    610   540.00   0.885  540.00    0.885   Diaz, Nora                  09/29/95  04/24/96  11/12/96   375.00   Y   --
  41    A1.2    610   540.00   0.885  540.00    0.885   Andrade, Mario A            07/22/96  07/22/96  01/21/97   375.00   Y   --
  42    A1.2    610   540.00   0.885  500.00    0.820   Jimenez, Carlos             02/11/91  05/06/96  05/04/97   375.00   Y   --
  43    A1.2    610   540.00   0.885    0.00    0.000   VACANT/PRELEASED                                09/17/96   475.00   N   VL
  44    A1.2    610   540.00   0.885  545.00    0.893   Smith, Maria                03/03/94  06/01/96  06/30/96   375.00   Y   --
  45    A1.2    610   540.00   0.885  510.00    0.835   Killinger, Stacy            11/01/94  06/27/96  02/27/97   375.00   Y   --
  46    A1.2    610   540.00   0.885  510.00    0.836   Folsom, David               11/01/89  05/15/96  04/16/97   375.00   Y   --
  47    A1.2    610   540.00   0.885  510.00    0.836   Garcia, Adrian & Hi         02/26/96  02/26/96  02/25/97   375.00   Y   --
  48    A1.2    610   540.00   0.885  565.00    0.926   Solis, Lorenzo              04/26/96  04/26/96  07/25/96   375.00   Y   --
  49    A1.2    610   540.00   0.885  545.00    0.893   Rodriguez, Raul             12/30/91            07/31/96   375.00   Y   --
  50    A1.2    610   540.00   0.885  490.00    0.803   Martin, Jimmy               06/01/90  05/28/96  02/27/97   375.00   Y   --
</TABLE>
<PAGE>

09/27/96                LINCOLN RESIDENTIAL MGMT SERVICES               Page   2
10:39 am                             Capri                              ID 3.6.1
                                   All Units

<TABLE>
<CAPTION>
====Unit Profile===  ====Scheduled vs Actual Rent====  =========================== ==Moved== ===Current Lease===  =Security= YNAD===
 I.D.   Type   SqFt   Amount   /SqFt  Amount    /SqFt   Current Lease                  In     Begin     End        Deposit   Stat   
====================================================================================================================================
  <S>   <C>     <C>   <C>      <C>    <C>       <C>     <C>                         <C>       <C>       <C>        <C>      <C> 
  51    A1.2    610   540.00   0.885  510.00    0.836   Jacquin, Jim                09/29/91  05/28/96  02/27/97   875.00 Y     --
  52    A1.2    610   540.00   0.885  510.00    0.836   Rendon, Sandra              04/01/95  05/22/96  05/21/97   375.00 Y     --
  53    A1.2    610   540.00   0.885  540.00    0.885   Vejar, Guillermo            07/12/96  07/12/96  04/11/97   375.00 Y     --
  54    A1.2    610   540.00   0.885  540.00    0.885   Porter, David               03/05/96  03/05/96  09/04/96   375.00 Y     --
  55    A1.2    610   540.00   0.885  545.00    0.893   Pegdanganan, Caesar         03/01/95  08/28/96  09/27/95   375.00 Y     --
  56    A1.2    610   540.00   0.885  500.00    0.820   Thomas, Case                01/01/89  04/10/96  04/09/97   375.00 Y     --
  57    B1.2    814   665.00   0.817  675.00    0.829   Lopez, Luis                 03/21/96  03/21/96  06/20/96   375.00 Y     --
  58    B1.2    400   490.00   1.225  440.00    1.100   Moreno, Manuel              05/13/95  11/06/95  08/05/96   375.00 Y     --
  59    B1.2    400   490.00   1.225  460.00    1.150   Wartinger, Hugo             12/01/92  05/08/96  02/07/97   375.00 Y     --
  60    B1.2    400   490.00   1.225  460.00    1.150   Dennehy, robert             11/01/90  05/02/96  04/01/97   375.00 Y     --
  61    B1.2    400   490.00   1.225  440.00    1.100   Ceballos, Robert            03/01/95  11/09/95  08/08/96   375.00 Y     --
  62    B1.2    400   490.00   1.225  460.00    1.150   Daniero, Margaret           03/18/95  06/04/96  05/03/97   750.00 Y     --
  63    B1.2    400   490.00   1.225  450.00    1.125   Gonsalves, Virgil           09/01/85  08/01/96  07/31/97   200.00 Y     --
  64    B1.2    814   665.00   0.817  610.00    0.749   Cancino, Jaime & Ag         11/24/95  11/24/95  06/23/96   375.00 Y     --
  65    B1.2    814   665.00   0.817  590.00    0.725   Snyder, Richard             02/01/78  05/14/96  05/13/97   100.00 Y     --
 100    A2.1    610   540.00   0.885  540.00    0.885   Hernandez, Teresa           10/31/95  07/02/96  04/02/97   375.00 Y     --
 101    A2.2    610   540.00   0.885  510.00    0.836   Markert, Craig              01/10/96  01/10/96  01/09/97   375.00 Y     --
 102    A2.1    610   540.00   0.885  510.00    0.836   Vale, Susan K.              12/21/90  05/29/96  05/28/97   860.00 Y     --
 103    A2.2    610   540.00   0.885  510.00    0.836   Pierce, Elizabeth M         10/30/93  04/30/96  04/30/97   375.00 Y     --
 104    A2.1    610   540.00   0.885  490.00    0.803   Rosales, Mauel & V          01/19/90  05/20/96  05/19/97   375.00 Y     --
 105    A2.2    610   540.00   0.885  540.00    0.885   Martinez, Ignacio           06/14/96            07/21/95   375.00 Y     --
 106    A2.1    610   540.00   0.885  490.00    0.803   Mederos, Ignacio &          06/15/90  05/09/96  02/08/97   375.00 Y     --
 107    A2.2    610   540.00   0.885  540.00    0.885   Watkins, Donna              08/20/96  08/20/96  02/19/97   375.00 Y     --
 108    A2.1    610   540.00   0.885  510.00    0.836   Neria, Jesse                09/07/90  05/29/96  05/28/97   375.00 Y     --
 109    A2.2    610   540.00   0.885  510.00    0.836   Dominguz, Bayardo A         11/17/89  11/17/89  11/16/90   375.00 Y     --
 110    A2.1    610   540.00   0.885  540.00    0.885   Bombela, Serena             06/27/96  06/27/96  07/26/96   375.00 Y     --
 111    A2.2    610   540.00   0.885  540.00    0.885   Rohrbough, Randall          09/21/96  09/21/96  06/20/98   375.00 Y     --
 112    A2.1    610   540.00   0.885  540.00    0.885   Medina, Arturo              07/25/96  07/25/96  04/24/97   375.00 Y     --
 113    A2.2    610   540.00   0.885  540.00    0.885   Nicholas, Jennifer          08/10/95  04/23/96  10/22/96   375.00 Y     --
 114    A2.1    610   540.00   0.885  540.00    0.885   Ortiz, Eugene A.            09/21/96  09/21/96  06/30/97   750.00 Y     --
 115    A2.2    610   540.00   0.885  540.00    0.885   Tackel, Chad J And          09/14/96  09/14/96  09/13/97   375.00 Y     --
 116    B2.1    760   665.00   0.875  640.00    0.942   Moreno, Gilbert             09/01/95  05/30/96  05/29/97   375.00 Y     --
 117    B2.2    760   665.00   0.875  610.00    0.803   Sanches, Juan & Cin         05/05/95  05/15/96  04/14/97   375.00 Y     --
 118    B2.1    760   665.00   0.875  610.00    0.803   Sangerman, Alfonso          11/01/94  06/03/96  06/02/97   375.00 Y     --
 119    B2.2    760   665.00   0.875  610.00    0.803   Watts, Andre & Cris         01/02/94  04/30/96  01/29/97   375.00 Y     --
 120    B2.1    760   665.00   0.875  665.00    0.875   Castillo, Guadalupe         08/30/96  08/30/96  05/29/97   375.00 Y     --
 121    B2.2    760   665.00   0.875  675.00    0.888   Macias, Armando             05/03/96  05/03/96  08/02/96   375.00 Y     --
 122    B2.1    760   665.00   0.875  640.00    0.842   Avilla, Alvert J            11/10/95  09/01/96  05/31/97   375.00 Y     --
 123    B2.2    760   665.00   0.875  665.00    0.875   Rocha, Mauel                06/11/96  06/11/96  02/28/97   375.00 Y     --
 124    A2.1    610   540.00   0.885  540.00    0.885   Lopez, Veronica             05/23/96  05/23/96  02/28/97   375.00 Y     --
 125    A2.2    610   540.00   0.885  540.00    0.885   Aguilera-Smith, Mar         03/01/95  02/02/96  02/01/97   750.00 Y     --
 126    A2.1    610   540.00   0.885  540.00    0.885   Naranjo, Sergio             09/18/96  09/18/96  03/17/97   375.00 Y     --
 127    A2.2    610   540.00   0.885  510.00    0.835   Aruiza, Naty                12/01/93  05/07/96  05/06/97   375.00 Y     --
 128    A2.1    610   540.00   0.885  510.00    0.836   Munoz, Josie                04/01/95  05/09/96  04/08/97   375.00 Y     --
 129    A2.2    610   540.00   0.885  510.00    0.836   Achay, April                03/22/96  03/22/96  03/21/97   375.00 Y     --
 130    A2.1    610   540.00   0.885  490.00    0.803   Gonzales, Alicia            07/10/95  02/09/96  08/08/96   375.00 Y     --
 131    A2.2    610   540.00   0.885  510.00    0.836   Paez, Jesus                 03/05/94  05/29/96  02/28/97   375.00 Y     --
 132    B2.1    760   665.00   0.875  590.00    0.776   Contreras, Benjamin         03/09/90  05/14/96  02/13/97   950.00 Y     --
 133    B2.2    760   665.00   0.875  590.00    0.776   Harrigan, Elroy             04/10/96  06/07/96  06/06/97   250.00 Y     --
</TABLE>
<PAGE>

09/27/96                LINCOLN RESIDENTIAL MGMT SERVICES               Page   1
10:39 am                             Capri                              ID 3.6.1
                                   All Units

<TABLE>
<CAPTION>
====Unit Profile====  ====Scheduled vs Actual Rent======  ======================== ==Moved== ===Current Lease===  =Security= YNAD===
 I.D.   Type   SqFt    Amount   /SqFt    Amount    /SqFt   Current Lease               In     Begin     End        Deposit   Stat   
====================================================================================================================================
  <S>   <C>     <C>    <C>      <C>      <C>       <C>     <C>                      <C>       <C>       <C>        <C>      <C> 
 134    B2.1    760    665.00   0.875    665.00    0.875   Ramirez, Louie           08/15/96  08/15/96  05/14/97   375.00 Y     --
 135    B2.2    760    540.00   0.875    665.00    0.875   Allen, Carla             06/21/96  06/21/96  07/20/96   375.00 Y     --
 136    A2.1    610    540.00   0.885    490.00    0.803   Byrd, Larry Q.           03/29/93  05/05/96  02/06/97   375.00 Y     --
 137    A2.2    610    540.00   0.885    540.00    0.885   Sincerbox, William       08/08/96  08/09/96  01/31/97   657.00 Y     --
 138    A2.1    610    540.00   0.885    500.00    0.820   Phillips, Marilyn        06/23/96  05/10/96  04/09/97   375.00 Y     --
 139    A2.2    610    540.00   0.885    510.00    0.836   Johnson, Barbara         07/01/88  04/26/96  04/25/97   375.00 Y     --
 140    A2.1    610    540.00   0.885    510.00    0.836   Jenkins, Jennifer        11/10/95  11/10/95  08/09/96   375.00 Y     --
 141    A2.2    610    540.00   0.885    510.00    0.836   Proper, James            12/21/93  04/15/96  04/14/97   375.00 Y     --
 142    B2.1    760    665.00   0.875    590.00    0.776   Crespo, Amalia           12/01/94  05/20/96  03/19/97   375.00 Y     --
 143    B2.2    760    665.00   0.875    590.00    0.776   Hernandez, Bontilio      12/08/93  12/06/93  06/01/94   375.00 Y     --
 144    B2.1    760    665.00   0.875    590.00    0.776   Mallobox, Johnny         06/30/95  01/02/96  01/01/97   375.00 Y     --
 145    B2.2    610    665.00   0.875    610.00    0.803   Knowles, Mike            12/29/95  12/30/95  09/29/96   375.00 Y     --
 146    A2.1    610    540.00   0.885    510.00    0.836   Burela, Antonio          06/01/94  05/10/96  05/09/97   375.00 Y     --
 147    A2.2    610    540.00   0.885    510.00    0.836   Galvan, Javier           11/01/93  05/22/96  05/21/97   375.00 Y     --
 148    A2.1    610    540.00   0.885    530.00    0.869   Samora, John             02/18/94  08/28/95  08/27/96   375.00 Y     --
 149    A2.2    610    540.00   0.885    510.00    0.836   Gladden, Leroy           05/01/95  09/01/96  05/31/97   750.00 Y     --
====================================================================================================================================
                                        
TOTAL    114  72276  64710.00   0.895  59810.00    0.851   70256 SF Occupied
====================================================================================================================================
</TABLE>
<PAGE>

09/27/96                LINCOLN RESIDENTIAL MGMT SERVICES               Page   1
10:39 am                             Capri                              ID 3.6.1
                                   All Units

<TABLE>
<CAPTION>
PHYSICAL OCCUPANCY:  Occupied    Pct   Vacant   Pct   Total   OCCUPANCY PERCENT:   Excl. Off-Line   Incl. Off-line
==================   ========  ======  ======  =====  ======  ===================  ===============  ==============
<S>                   <C>       <C>     <C>     <C>   <C>     <C>                     <C>             <C>   
Square Footage.:      70,256    97.2%   2,020   2.8%  72,276  Incl. Vac. Leased.:     100.0%          100.0%
Unit Count.:             110    96.5%       4   3.5%     114  Excl. Vac. Leased.:      96.5%           96.5%

<CAPTION>
      EXPOSURE TO VACANCY:  Number    Pct    MOVES/TRANSFERS:     MAKE-READY STATUS.:   Number    Pct
  ========================  =======  =====  =================  ======================  =======  ========
<S>                             <C>   <C>       <C>            <C>                           <C> <C>   
  Currently Vacant Units.:       4    3.5%       Oct In.:  4     Total Vacant Units.:        4   100.0%
      Lead Vacant Leased.:      -4    3.5%      Oct Out.:  2     Ready to Rent  (Y).:        0     0.0%
Less Occupied Pre-Leased.:      -1    0.9%                     Need Make-Ready  (N).:        4   100.0%
 Plus Occupied on Notice.:       4    3.5%                       Off-Line Down  (D).:        0     0.0%
    Occupied But Skipped.:       0    0.0%                      Off-Line Admin  (A).:        0     0.0%
                               ---   ----
 Net Exposure to Vacancy.:       3    2.6%

<CAPTION>
      RENTAL RATES:    Occupied    /SqFt    Pct      Vacant   /SqFt   Pct      Total     /SqFt    Pct
===================   ==========  ======  ======   =========  ======  ====  ==========  =======  ======
   <S>                 <C>         <C>     <C>      <C>       <C>     <C>    <C>         <C>     <C>   
   Scheduled Rent.:    62.650.00   0.892   96.8%    2,060.00  1.020   3.2%   64,710.00   0.895   100.0%
    Actual Status.:    59,810.00   0.851   92.4%    2,060.00  1.020   3.2%   61,870.00   0.856    95.6%
    Less to Lease.:     2,340.00   0.040   4.4%

<CAPTION>
STATUS OF UNIT TYPES, SUBTOTALED BY FIRST 8 CHARACTERS OF UNIT TYPE:
=============================================================================================================================
Unit   Total    #     %     Avg.   Occup.   Total    Sch.$    Avg.$   Act.$    Rent    Sched.    Loss to   Made   Not   OffLn
Type   Units  Occ.   Occ.   SqFt    SqFt     SqFt    /Unit    /SqFt   /Unit    /SqFt    Rent      Lease    Rdy.   Rdy.  Down
=====  =====  ====  =====  =====  =======  =======  =======  =======  ======  =======  =========  =======  =====  ====  =====
A1.1    19     18    95%    610    10980    11590    540.00   0.885   520.00   0.852   10260.00   360.00     0     1     0
A1.2    19     18    95%    610    10980    11590    540.00   0.885   524.44   0.860   10260.00   280.00     0     1     0
A2.1    17     17   100%    610    10370    10370    540.00   0.885   516.47   0.847    9180.00   400.00     0     0     0
A2.2    17     17   100%    610    10370    10370    540.00   0.885   522.35   0.856    9180.00   300.00     0     0     0
B1.1     7      7   100%    814     5698     5698    665.00   0.817   622.86   0.765    4655.00   295.00     0     0     0
B1.2     7      7   100%    814     5698     5698    565.00   0.817   628.57   0.772    4655.00   255.00     0     0     0
B2.1     8      8   100%    760     6080     6080    565.00   0.875   623.75   0.821    5320.00   330.00     0     0     0
B2.2     8      8   100%    760     6080     6080    665.00   0.875   626.88   0.825    5320.00   305.00     0     0     0
B3.1     6      4    67%    400     1600     2400    490.00   1.225   468.75   1.172    2940.00    85.00     0     2     0
B3.2     6      6   100%    400     2400     2400    490.00   1.225   451.67   1.129    2940.00   230.00     0     0     0
=====  =====  ====  =====  =====  =======  =======  =======  =======  ======  =======  =========  =======  =====  ====  =====
  10   114    110    96%    634    70256    72276    567.63   0.895   543.73   0.851   64710.00  2840.00     0     4     0
=============================================================================================================================
</TABLE>
<PAGE>

                                 SKETCH ADDENDUM
- --------------------------------------------------------------------------------
Borrower/Client    J.H. Real Estate Partners
- --------------------------------------------------------------------------------
Property Address   349 Iris Drive
- --------------------------------------------------------------------------------
City          Salinas          County Monterey     State CA     Zip Code 93906
- --------------------------------------------------------------------------------
Lender        NationsBank
- --------------------------------------------------------------------------------
Remarks       Improvement Plat
================================================================================


 [GRAPHIC OMITTED]                                           [GRAPHIC OMITTED]


TYPICAL STUDIO UNIT                                        TYPICAL 18R/1BA UNIT
      425 sf                                                       600 sf

  
                                [GRAPHIC OMITTED]


                              TYPICAL 2BR/lBA UNIT
                                     814 sf
<PAGE>

                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                 MONTH         MONTH         CURRENT          PRIOR          DOLLAR
   DESCRIPTION                   ACTUAL      PRIOR YEAR    YEAR TO DATE    YEAR TO DATE     VARIANCE
   -----------                 ----------    ----------    ------------    ------------    ----------

 <S>                           <C>            <C>          <C>             <C>            <C>    
  GROSS POTENTIAL INCOME               --     54,612.09      162,536.62      659,693.89   (497,157.27)
  RENTAL INCOME VARIANCE               --     (3,398.13)     (19,716.62)     (41,848.04)    22,131.42
                               ----------    ----------    ------------    ------------    ----------
   NET CURRENT RENT             55,473.26     50,735.79      621,884.01      617,367.68      4,516.33

 OTHER RENTAL INCOME
  SECURITY DEPOSITS             (3,548.85)     5,142.75       21,601.15       22,800.00     (1,198.85)
  FORFEITED SECURITY DEPOSITS      371.50            --        1,808.97              --      1,808.97
  LAUNDRY INCOME                   818.40        956.35       10,747.35       11,906.10     (1,158.75)
  CHARGES TO TENANTS               484.00        230.00        2,525.19        3,65O.00     (1,124.81)
  MISCELLANEOUS                        --         20.00          920.24           65.00        855.24
  STORAGE                            5.50          7.21          112.00          223.02       (111.02)
  UTILITIES                            --        471.23       13,134.48        3,612.72      9,521.76
  DAMAGE                           500.00            --           45.00          362.22       (317.22)
  LATE CHARGES                     250.00            --        2,798.91          595.00      2,203.91
  NSF FEES                          10.00         20.00          200.00          134.50         65.50
  CREDIT CHECK                      25.00         60.00        2,256.33          620.00      1,636.33
                               ----------    ----------    ------------    ------------    ----------
   TOTAL OTHER RENT INCOME      (1,084.45)     6,907.74       56,149.62       43,968.56     12,181.06

      TOTAL RENTAL INCOME       54,388.81     57,643.53      678,033.63      661,336.24     16,697.39
                               ----------    ----------    ------------    ------------    ----------

 OTHER INCOME
  REFUNDED DEPOSITS             (4,325.00)    (1,635.00)     (22,094.20)     (20,998.30)    (1,095.90)
  INTEREST INCOME                  116.86            --          428.39           15.00        413.39
                               ----------    ----------    ------------    ------------    ----------
      TOTAL OTHER INCOME        (4,208.14)    (1,635.00)     (21,665.81)     (20,983.30)      (682.51)

         TOTAL INCOME           50,180.67     56,008.53      656,367.82      640,352.94     16,014.88
                               ==========    ==========    ============    ============    ========== 

TOTAL CONTROLLABLE EXPENSES

 PAYROLL EXPENSES

   BONUS                           490.00        200.00        2,835.00          200.00      2,635.00
   CLEANING PAYROLL                    --        136.50          577.50          164.00        413.50
   REPAIRS/MAINT.PAYROLL         3,062.28      1,145.27       35,084.85       21,600.45     13,484.40
   MANAGERS SALARIES             2,861.55        410.60       18,898.17        4,217.89     14,680.28
   OFFICE SALARIES               1,272.13      1,717.35        8,388.45        6,996.35      1,392.10
   GROUNDS PAYROLL                     --        168.50       1, 312.89        5,583.35     (4,270.46)
   DECORATING PAYROLL                  --        199.60       2, 580.82          374.40      2,206.42
   STATE COMP. INS.-PAYROLL        550.98        393.30        5,061.32        3,824.27      1,237.05
   PAYROLL-HOSPITAL INS          1,101.95            --        8,665.78        2,296.53      6,369.25
   FICA PAYROLL TAX                581.60        199.68        5,148.73        2,993.96      2,154.77
   FUTA PAYROLL TAX                 61.22          7.34          535.93          229.06        306.87
   SDI TAX-PAYROLL-UNEMPL0Y         76.53          1.11        1,042.61        1,469.98       (427.37)
                               ----------    ----------    ------------    ------------    ----------
</TABLE>
<PAGE>

                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                 MONTH         MONTH         CURRENT          PRIOR          DOLLAR
   DESCRIPTION                   ACTUAL      PRIOR YEAR    YEAR TO DATE    YEAR TO DATE     VARIANCE
   -----------                 ----------    ----------    ------------    ------------    ----------

<S>                             <C>            <C>            <C>             <C>           <C> 
     PAYROLL EXPENSES           10,058.24      4,579.25       90,132.05       49,950.24     40,181.81

ADMINISTRATIVE EXPENSES                --            --              --              --            -- 
  PROMOTIONS                       176.22        833.82                              --        833.82
  ADVERTISING                      480.38        180.80        8,666.57        2,835.23      5,831.34
  SIGNS, FLAGS, BANNERS                --            --          480.49              --        480.49
  OFFICE SUPPLIES                  208.61        235.67        4,274.94        1,024.92      3,250.02
  LEGAL EXPENSES                       --            --          596.39        5,806.58     (5,210.19)
  MISCELLANEOUS                     77.15            --          409.01          444.10         44.91
  CREDIT CHECK EXPENSE              32.00         37.50        1,589.50          437.90      1,151.60
  BANK CHARGES                       8.00          0.23           32.02            0.05         31.97
  PETTY CASH REIMB                     --            --           26.22          200.82       (174.60)
  POSTAGE                          152.23            --          290.47              --        290.47
  DUES & SUBSCRIPTIONS                 --            --          (16.99)             --        (16.99)
  LINCOLN FEE                    2,006.80            --       17,403.82              --     17,403.82
  NSF CHECK                            --       (950.00)             --            3.50         (3.50)
  EMPLOYEE TRAINING                100.O0            --          864.93              --        864.93
  OUSTIDE STATIONARY MISC          140.03      1,869.53                              --      1,868.53
                               ----------    ----------    ------------    ------------    ---------- 
     ADMINISTRATIVE EXPENSE      3,381.42       (495.80)      37,399.72       10,753.10     26,646.62

CONTRACT SERVICES
  SEC SUP/EXP-FIRE PROTECT             --            --        2,747.45           29.50      2,717.95
  EXTERMINATING CONTRACT               --            --        1,483.85              --      1,483.85
  CABLE T.V.                       902.23      1,804.46        9.924.53       10,851.13       (926.60)
  GARDENING CONTRACT               815.00            --        7,167.71              --      7,167.71
  WATER SOFTNER EXPENSE                --        227.00        1,589.00        2,669.00     (1,080.00)
                               ----------    ----------    ------------    ------------    ---------- 
CONTRACT SERVICES                1,717.23      2,031.46       22,912.54       13,549.63      9,362.91

UTILITY SERVICES
  TELEPHONE EXPENSE                 85.09         64.18        1,961.07          688.58      1,272.49
  TRASH REM0VAL                 (1,250.68)     2,009.85       20,461.22       22,545.75     (2,084.53)
  PGE - HOUSE                          --      3,712.68       36,298.07       46,029.14     (9,731.07)
  GAS - HOUSE                          --            --       18,347.26              --     18,347.26
  PGE APARTMENT METERS          (1,463.50)        66.97       (3,629.43)      (2,327.86)    (1,301.57)
  WATER                            227.00        847.10       14,351.79        9,754.43      4,597.36
  SEWER CHARGES                        --            --       14,630.76       14,630.76            --
                               ----------    ----------    ------------    ------------    ---------- 
     UTILITY SERVICES           (2,402.09)     6,700.78      102,420.74       91,320.80     11,099.94

MAINTENANCE EXPENSES
  CARPET REPAIRS/MAINT.            286.00        190.00        1,788.02        1,744.29         43.73
  CARPET REPLACEMENT             1,060.30        643.49       41,854.48        7,312.29     34,542.19
  GROUNDS SUPPLY/REPLACEMENT           --            --           51.93        1,079.23     (1,027.30)
  EQUIPMENT RENTAL                     --            --              --           78.82        (78.82)
  POOL SUPPLY/REPLACEMENT          578.37            --        5,242.18          244.75      4,997.43
</TABLE>
<PAGE>

                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                 MONTH         MONTH         CURRENT          PRIOR          DOLLAR
   DESCRIPTION                   ACTUAL      PRIOR YEAR    YEAR TO DATE    YEAR TO DATE     VARIANCE
   -----------                 ----------    ----------    ------------    ------------    ----------

<S>                            <C>           <C>             <C>             <C>          <C>    
   DECORATING SUPPLIES             357.27        203.63       16,772.71        1,747.19     15,025.52
   CLEANING SUPPLIES/SERV          353.19        305.00        6,226.44        2,805.00      3,421.44
   EXTERMINATING SUPPLIES              --            --          178.56          411.00       (232.44)
   BLDG MAINT SUPPLIES           2,606.91      1,260.29       29,066.52       14,206.85     14,859.67
   PLUMBING MAINTENANCE            189.82        120.00        8,572.56          783.45      7,789.11
   APPLIANCE REPLACEMENT           818.75            --       10,288.03          400.61      9,887.42
   BLDG MAINT SVC/CONTRACT        (169.62)   (10,175.60)         675.00        1,208.53       (533.53)
   ELECTRIC MAINTENANCE         (5,032.91)           --        1,501.00        1,373.42        127.58
   MISC. MAINT. EXPENSES               --            --           86.40              --         86.40
                               ----------    ----------    ------------    ------------    ----------   
     MAINTENANCE EXPENSES        1,048.08      7,453.19)     122,303.83       33,395.43     88,908.40

   CONTROLLABLE EXPENSES        13,802.88      5,362.50      375,168.88      198,969.20    176,199.68
                               ----------    ----------    ------------    ------------    ----------   
                              
TOTAL UNCONTROLLABLE EXPENSES
 FIXED EXPENSES
   PROPERTY INSURANCE            2,500.10     36,395.13        5,000.20       36,395.13    (31,394.93)
   PROPERTY TAXES                      --     25,902.32       26,209.90       51,804.64    (25,594.74)
   LICENSES & PERMITS                  --            --        1,888.00          456.00      1,432.00
                               ----------    ----------    ------------    ------------    ----------   
     FIXED EXPENSES              2,500.10      62,29745       33,098.10       88,655.77    (55,557.67)

   NET OPERATING INCOME (NOI)   33,877.69    (11,651.42)     248,100.84      352,727.97   (104,627.13)
                               ==========    ===========   ============    ============    ==========

 DEBT SERVICE
   INTEREST ON 1ST MORTGAGE      1,173.98      1,670.18       16,857.98       22,590.61     (5,732.63)
   PRINCIPAL-1ST MORTGAGE      (65,397.00    (60,160.57)             --              --            --
                               ----------    ----------    ------------    ------------    ----------   
     DEBT SERVICE              (64,223.02)   (58,490.39)      16,857.98       22,590.61     (5,732.63)

   OPERATING CASH FLOW          98,100.71     46,838.97      231,242.86      330,137.36    (98,894.50)
                              ===========    ===========   ============    ============    ==========          
                              
 NON OPERATING EXPENSES
  DEPRECIATION EXPENSE         130,896.00    130,896.0O      130,896.0O      130,896.00    130,896.00
  REFURBISHMENT & DEFERRAL       2,276.32     10,175.60       40,870.86       10,175.60     30,695.26
                               ----------    ----------    ------------    ------------    ----------   
   NON OPERATING EXPENSES      133,172.32    141,071.60      171,766.86      141,071.60     30,695.26

       PROFIT/LOSS             (35,071.61)   (94,232.63)      59,476.00      189,065.76   (129,589.76)
                              ===========    ===========   ============    ============   ===========           
</TABLE>
<PAGE>

                                      CAPRI
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                      MONTH          MONTH         CURRENT          PRIOR           DOLLAR
   DESCRIPTION                        ACTUAL       PRIOR YEAR    YEAR TO DATE    YEAR TO DATE      VARIANCE
   -----------                        ------       ----------    ------------    ------------      --------

<S>                                 <C>             <C>           <C>             <C>            <C>      
   GROSS POTENTIAL INCOME                                                         162,536.62     (162,536.62)
   RENTAL INCOME VARIANCE                                                         (19,716.62)      19,716.62
                                    ---------       ---------     ----------      ----------      ----------
     NET CURRENT RENT               56,634.21       55,693.66     457,762.19      398,778.29       58,983.90

OTHER RENTAL INCOME
   SECURITY DEPOSITS                 2,282.00        1,950.00      13,957.00       19,975.00       (6,018.00)
   FORFEITED SECURITY DEPOSITS         237.71           75.00       3,961.23          487.45        3,473.78
   LAUNDRY INCOME                    1,157.85        1,233.90       8,725.80        6,770.70        1,955.10
   CHARGES TO TENANTS                  137.29           27.52       1,648.56        1,579.93           68.63
   MISCELLANEOUS                                                                      920.24         (920.24)
   STORAGE                              30.00           17.50         196.50           87.00          109.50
   UTILITIES                         1,391.65        1,141.41      11,521.20        9,458.51        2,062.69
   DAMAGE                               40.00                         105.00        (455.00)          560.00
   LATE CHARGES                        195.00          225.00       1,660.00        1,735.00          (75.00)
   NSF FEES                             60.00           20.00         300.00          120.00          180.00
   CREDIT CHECK                         75.00          248.00         970.29        1,906.33         (936.04)
                                    ---------       ---------     ----------      ----------      ----------
     TOTAL OTHER RENT INCOME         5,606.50        4,938.33      43,045.58       42,585.16          460.42

       TOTAL RENTAL INCOME          62,240.71       60,631.99     500,807.77      441,363.45       59,444.32
                                    ---------       ---------     ----------      ----------      ----------

OTHER INCOME

   REFUNDED DEPOSITS                  (750.00)      (2,075.00)    (11,150.00)     (12,144.20)         994.20
   INTEREST INCOME                      29.94           41.56         302.25          201.67          100.58
                                    ---------       ---------     ----------      ----------      ----------
       TOTAL OTHER INCOME             (720.06)      (2,033.44)    (10,847.75)     (11,942.53)       1,094.78

          TOTAL INCOME              61,520.65       58,598.55     489,960.02      429,420.92       60,539.10
                                    =========       =========     ==========      ==========       =========

TOTAL CONTROLLABLE EXPENSES
 PAYROLL EXPENSES
   BONUS                               350.00                       3,246.24          525.00        2,721.24
   CLEANING PAYROLL                                                                   577.50         (577.50)
   REPAIRS/MAINT.PAYROLL             2,312.32        5,152.45      17,114.27       18,980.10       (1,865.83)
   MANAGERS SALARIES                   880.00        2,074.46      12,880.04       10,498.14        2,381.90
   OFFICE SALARIES                     484.62           22.50       7,566.10        5,103.64        2,462.46
   GROUNDS PAYROLL                                                                  1,312.89       (1,312.89)
   DECORATING PAYROLL                                                               2,580.82       (2,580.82)
   STATE COMP. INS.-PAYROLL            243.61          519.55       2,582.14        2,903.78         (321.64)
   PAYROLL-HOSPITAL INS                453.41        1,039.11       4,805.60        4,350.70          454.90
   FICA - PAYROLL TAX                  257.15          548.42       2,725.58        2,871.31         (145.73)
   FUTA - PAYROLL TAX                   27.07           57.73         286.90          296.20           (9.30)
   SDI TAX-PAYROLL-UNEMPLOY             33.84           72.16         358.63          742.94         (384.31)
                                    ---------       ---------     ----------      ----------      ----------
</TABLE>
<PAGE>

                                      CAPRI
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                      MONTH          MONTH         CURRENT          PRIOR           DOLLAR
   DESCRIPTION                        ACTUAL       PRIOR YEAR    YEAR TO DATE    YEAR TO DATE      VARIANCE
   -----------                        ------       ----------    ------------    ------------      --------

<S>                                 <C>             <C>           <C>             <C>              <C>      
     PAYROLL EXPENSES                5,042.02       9,486.38      51,565.50       50,743.02           822.48

ADMINISTRATIVE EXPENSES
   PROMOTIONS                          121.99         164.86       1,392.90          164.86         1,228.04
   ADVERTISING                         309.36         541.18       2,548.64        3,869.68        (1,320.84)
   SIGNS, FLAGS, BANNERS                              480.49          12.00          480.49          (468.49)
   BROCHURES                                                          43.89                            43.89
   OFFICE SUPPLIES                      76.72         374.58         702.56        1,178.98          (476.42)
   FURNITURE RENTAL                    105.03                      1,362.76                         1,362.76
   COMPUTER EXPENSES                                                   7.78                             7.78
   LEGAL EXPENSES                                                      8.50                             8.50
   MISCELLANEOUS                        17.50         131.62         229.36          228.56             0.80
   CREDIT CHECK EXPENSE                155.20         306.25         763.20        1,311.75          (548.55)
   BANK CHARGES                         22.00         (30.00)        179.00            0.02           178.98
   PETTY CASH REIMB                                                                   26.22           (26.22)
   POSTAGE                              16.00          10.37         348.11          201.32           146.79
   DUES & SUBSCRIPTIONS                (58.99)                       (22.98)         375.50          (398.48)
   LINCOLN FEE                       2,132.18       1,992.95      16,864.86        9,291.44         7,583.42
   EMPLOYEE TRAINING                                                 100.00          264.93          (164.93)
   OUSTIDE STATIONARY MISC             109.97          92.00         496.43        1,677.50        (1,181.07)
                                   ----------       --------      ---------       ---------         --------
     ADMINISTRATIVE EXPENSE          3,006.96       4,064.30      25,037.21       19,061.25         5,975.96

CONTRACT SERVICES
   SEC SUP/EXP-FIRE PROTECT            407.33       1,421.00       3,183.92        2,504.85           679.07
   EXTERMINATING CONTRACT              474.82         198.22       1,794.82          603.85         1,190.97
   CABLE T.V                           902.07       1,804.46       7,217.68        7,217.84            (0.16)
   GARDENING CONTRACT                  872.70         406.16       7,488.40        2,176.66         5,311.74
   WATER SOFTNER EXPENSE               229.00                      1,145.00          908.00           237.00
                                   ----------       --------      ---------       ---------         --------
     CONTRACT SERVICES               2,885.92       3,829.34      20,829.82       13,411.20         7,418.62

UTILITY SERVICES
   TELEPHONE EXPENSE                    97.61         191.46       1,119.72        1,101.41            18.31
   TRASH REMOVAL                     3,391.72       2,211.65      14,568.52       11,964.25         2,604.27
   PGE - HOUSE                       5,998.49                     23,134.41       25,029.63        (1,895.22)
   GAS - HOUSE                       5,124.23                     19,853.83        6,809.76        13,044.07
   PGE APARTMENT METERS                 20.31          89.04         114.20          364.83          (250.63)
   WATER                             1,324.53       1,285.04      11,273.02        7,764.01         3,509.01
   SEWER CHARGES                                                   9,753.84        9,753.84
                                   ----------       --------      ---------       ---------         --------
     UTILITY SERVICES               15,956.89       3,777.99      79,817.54       62,787.73        17,029.81

MAINTENANCE EXPENSES
   CARPET REPAIRS/MAINT                310.00         112.02       4,036.96        1,127.02         2,909.94
   CARPET REPLACEMENT                3,912.93       3,000.00      19,575.29       21,703.20        (2,127.91)
   GROUNDS SUPPLY/REPLACEMENT                          27.88                          51.93           (51.93)
</TABLE>
<PAGE>

                                      CAPRI
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                      MONTH          MONTH         CURRENT          PRIOR           DOLLAR
   DESCRIPTION                        ACTUAL       PRIOR YEAR    YEAR TO DATE    YEAR TO DATE      VARIANCE
   -----------                        ------       ----------    ------------    ------------      --------

<S>                                <C>            <C>            <C>             <C>             <C>      
   POOL SUPPLY /REPLACEMENT           529.41                       2,323.45        1,925.77          397.68
   DECORATING SUPPLIES              2,990.94       1,569.93        6,446.90       10,491.97       (4,045.07)
   CLEANING SUPPLIES/SERV           1,153.31       1,162.98        3,350.17        4,692.78       (1,342.61)
   EXTERMINATING SUPPLIES                                                            178.56         (178.56)
   BLDG MAINT SUPPLIES              1,126.22       4,466.83        7,318.48       23,257.91      (15,939.43)
   PLUMBING MAINTENANCE              (660.77)      1,102.16        4,385.98        4,703.00         (317.02)
   APPLIANCE REPLACEMENT            1,501.81                       5,800.62        3,406.30        2,394.32
   BLDG MAINT SVC/CONTRACT            381.07        (160.72)       3,459.19          510.44        2,948.75
   ELECTRIC MAINTENANCE               123.69          19.05          627.45        1,279.93         (652.48)
   MISC. MAINT. EXPENSES               10.49                          10.49           86.40          (75.91)
                                  ----------     ----------      ----------      ----------       ---------
       MAINTENANCE EXPENSES        11,379.10      11,300.13       57,334.98       73,415.21      (16,080.23)

     CONTROLLABLE EXPENSES         38,270.89      32,458.64      234,585.05      219,418.41       15,166.64
                                  ----------     ----------      ----------      ----------       ---------

TOTAL UNCONTROLLABLE EXPENSES
 FIXED EXPENSES
   PROPERTY INSURANCE                                               (196.87)                        (196.87)
   PROPERTY TAXES                                                 26,209.90                       26,209.90
   LICENSES & PERMITS                (154.00)                      1,558.00        1,698.00         (140.00)
                                  ----------     ----------      ----------      ----------       ---------
       FIXED EXPENSES                (154.00)                     27,571.03        1,698.00       25,873.03

   NET OPERATING INCOME (NOI)      23,403.76      26,139.91      227,803.94      208,304.51       19,499.43
                                   =========      =========      ==========      ==========       =========

 DEBT SERVICE
   LOAN PRE-PAYMENT PENALTY                                        2,616.09                        2,616.09
   INTEREST ON 1ST MORTGAGE                        1,344.00        3,122.12       11,905.55       (8,783.43)
   PRINCIPAL-1ST MORTGAGE                          6,027.00                       47,062.45      (47,062.45)
                                  ----------     ----------      ----------      ----------       ---------
       DEBT SERVICE                                7,371.00        5,738.21       58,968.00      (53,229.79)

     OPERATING CASH FLOW           23,403.76      18,768.91      222,065.73      149,336.51       72,729.22
                                  ----------     ----------      ----------      ----------       ---------

 NON OPERATING EXPENSES
  REFURBISHMENT & DEFERRAL          1,856.36      11,567.94       29,980.11       17,506.11       12,474.00
                                  ----------     ----------      ----------      ----------       ---------
      NON OPERATING EXPENSES        1,856.36      11,567.94       29,980.11       17,506.11       12,474.00

        PROFIT/LOSS                21,547.40       7,200.97      192,085.62      131,830.40       60,255.22
</TABLE>
<PAGE>

                                      CAPRI

LFC - Employee Compensation Report
05 SEP 1996                     Page 24

<TABLE>
<CAPTION>
CO#   LOC   HOME   RC   EMPL# EMP NAME ........   RT     HIRE..   MONTHLY   HOURLY   MONTHLY
            PROJ                                         DATE      CASH      CASH    NONCASH

<S>   <C>   <C>    <C>  <C>                        <C> <C>        <C>       <C>       <C>
LP6   939   1796   SC   61883 DOMINGUEZ, LUIS A    R   04/01/95   1157.24    6.68     406.69
LP6   939   1796   SC   65758 MONROE, MARLEME A    R   08/05/96   1906.67   11.00
                                                                ---------           --------
            1796                                                  3063.91             406.69

<CAPTION>
CO#    MONTHLY    AUTO    MONTHLY      100  PERCENT     MULTIPLE DIST PERCENT
        SALARY    ALLOW     RENT       DISTRIBUTION     PROJ ACCT SUB

<S>    <C>          <C>    <C>        <C>
LP6    1.561.93            610.00     l798 0503 0004
LP6    l.906.67                       l798 0501 0001
     ----------  ------  --------
       3,470.60     .00    610.00
</TABLE>
<PAGE>

- --------------------------------------------------------------------------------
                    QUALIFICATIONS OF ROBERT SAIA, MAI, SRA
                        Calif. OREA Certificate #AGO03191
- --------------------------------------------------------------------------------

EXPERIENCE

Independent real estate appraiser since 1981.

EDUCATION

Associate Arts Degree from West Valley College. Major in Real Estate.

Bachelor of Arts Degree in Economics from San Jose State University. Graduated
with distinction.

Graduate Studies in the Master of Business Administration Program at Golden Gate
University, San Francisco.

Advanced courses in appraisal taken at California State University, Hayward,
University of San Francisco and San Jose State University, through the
Appraisal Institute.

MEMBERSHIPS

Former Member of the Society of Real Estate Appraiser
(SRPA designation)
Current Member of the Appraisal Institute, MAI #8841
Current Member of Admissions Committee Appraisal Institute
Board of Directors, South Bay Chapter Appraisal Institute 1993-95. National
admissions board member.

STATE CERTIFICATES AND LICENSES

State of California "Certified-General" Appraiser Certificate No. AGO03191
State of California Real Estate License (non-active)
State of Nevada "Certified-General" Appraiser Certificate No. 00621

APPRAISAL ASSIGNMENTS

Some of the types of properties appraised in the past are outlined below:

Commercial: Retail stores, office buildings, service stations, vacant land,

Residential: Single family, multi-family, townhouse/condominium, vacant land,
      subdivision, apartments and mobile home parks.

Industrial: Vacant land, warehouses, research and development facilities,
industrial condominiums and manufacturing facilities, mini-storage warehouses,
food processing facilities, truck terminals.
<PAGE>

Special Use: Airport, carwash, landfill, right-of-way, easement valuation,
commercial nursery, and golf courses. 

Lodging Facilities: Motels, hotels, inns, SRO, Recreational vehicle parks

CLIENTS

A brief partial List of past clients with whom Mr. Saia has worked with
includes:

American Savings Bank
County of Santa Clara
Comerica Bank
Bank of America NT&SA
First National Bank of Central California
Bank of Salinas
Home Savings of America
Metropolitan Securities & Trust
City of Monterey
City of San Jose
City of Palo Alto
Imperial Thrift & Mortgage
NationsBank
Pacific Western Bank
Bay View Federal Bank
Wells Fargo Bank
Phoenix Home Life



                           MARKET VALUE APPRAISAL
                                   of the
                                GAVIIDAE I &
                           GAVIIDAE II/DAIN PLAZA
                         OFFICE TOWER DEVELOPMENTS
                 located in Downtown Minneapolis, Minnesota
<PAGE>

          [LUNZ MASSOPUST REID DECASTER & LAMMERS INC LETTERHEAD]

March 15, 1996

Mr. Lawrence Miller
Director
Merrill Lynch Mortgage Capital, Inc.
250 Vesey Street
New York, NY 10281-1326

            RE:   Market Value Appraisals
                  Gaviidae I and Dain Plaza/Gaviidae II
                  601 Nicollet Mall and 501 Nicollet Mall
                  Downtown Minneapolis

Dear Mr. Miller:

At your request, we have made an inspection and analysis of the above referenced
properties for the purpose of estimating both their individual and collective
Market Value. The leased fee estate interest, as of March 1, 1997 is considered
in this analysis. The estimates of Market Value are based on the development of
the Cost, Sales Comparison and Income Approaches to value. For the specialty
retail centers, the Sales Comparison Approach could not be meaningfully
developed given the lack of comparable specialty mall sales.

The following report of the investigation, analysis and reasoning employed in
our determination of value has been made in compliance with the prevailing
standards outlined in the Uniform Standards for Professional Appraisal Practice
(USPAP) and Standards of Professional Practice of the Appraisal Institute. It
should be noted that this appraisal has been made to evolve neither a minimum
nor a specific value requested by the client, any of its affiliates or any other
party. It is understood that the opinions of value rendered in this report will
be used in consideration of a loan where the real estate would serve as
collateral.

This report is considered self contained based on the extent of the information
collected, analyzed, and reported in this document.
<PAGE>

Mr. Lawrence Miller
March 15, 1997
Page Two

It is concluded, based on the investigation, analysis and reasoning employed in
this appraisal assignment, that as of March 1, 1997, the market evidence best
supports a Market Value estimate for the Gaviidae I and Gaviidae II/Dain Plaza
Developments of:

                        ---------------------------------
                          NINETY EIGHT MILLION DOLLARS

                                   $98,000,000
                        ---------------------------------

This value estimate is based on Final Value Estimates of $86,000,000 for
Gaviidae II/Dain Plaza and $12,000,000 for Gaviidae I. Please refer to the
Summary and Conclusion section of this report for the reasoning employed in
arriving at a single value estimate of $98,000,000.

These opinions of value are subject to the assumptions and limiting conditions
set forth in the accompanying report.

The Appraisal Institute conducts a program of continuing education for its
designated members. MAI's and SRA's who meet the minimum standards of this
program are awarded periodic educational certification. The undersigned are
currently certified under this continuing education program.

Upon your review of the report, we would be happy to discuss the contents with
you.

Sincerely,

LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.


/s/ Todd M. Reid                           /s/ Robert G. Lunz

Todd M. Reid, MAI                          Robert G. Lunz, CRE, MAI
Certified General Real                     Certified General Real
 Property Appraiser                         Property Appraiser
MN License No. 4000839                     MN License No. 4000843
WI License No. 452                         IA License No. 361406069


/s/ Kathryn Lammers

Kathryn I. Lammers, MAI
Certified General Real Property Appraiser
MN License No. 4002792
NE License No. CG 960171
<PAGE>

================================================================================
                                  INTRODUCTION
================================================================================


- --------------------------------------------------------------------------------
                   GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                   PAGE 3
- --------------------------------------------------------------------------------
<PAGE>

                             MARKET VALUE APPRAISAL

                                     of the

                                   GAVIIDAE I
                                        &
                             GAVIIDAE II/DAIN PLAZA
                                  DEVELOPMENTS
                                   located in
                         Downtown Minneapolis, Minnesota

                                  Prepared for:

                               Mr. Lawrence Miller
                                    Director
                      Merrill Lynch Mortgage Capital, Inc.
                                250 Vesey Street
                             New York, NY 10281-1326

                                  Prepared by:

                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                Todd M. Reid, MAI
                                    Principal
                            Robert G. Lunz, CRE, MAI
                                    Principal
                             Kathryn I. Lammers, MAI
                                    Principal

                                (copyright 1997)


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                     PAGE 4
- --------------------------------------------------------------------------------
<PAGE>

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

                                                                            Page
                                                                            ----

Letter of Transmittal .....................................................    1
Introduction ..............................................................    3
Certification .............................................................    7
Limiting Conditions .......................................................    9

SECTION I

Premises of the Appraisal .................................................   11
   Appraisal Development and Reporting Process ............................   12
   Purpose and Use of the Appraisal .......................................   12
   Property Rights Being Appraised ........................................   13
   Definition of Market Value .............................................   13
   Exposure Time ..........................................................   13
   Marketing Period .......................................................   14
   History of the Properties ..............................................   15
   Report Format ..........................................................   17
Presentation of the Data ..................................................   18
   Regional and City Data .................................................   19
   Neighborhood Information ...............................................   33
   Land Sales Comparison Approach .........................................   43

SECTION II - DAIN PLAZA & GAVIIDAE II

   Summary of Salient Facts and Conclusions ...............................   65
   Presentation of the Data ...............................................   67
   Identification of the Property .........................................   68
   Legal Description ......................................................   68
   Plat Map ...............................................................   70
   Real Estate Taxes ......................................................   71
   Special Assessments ....................................................   72
   Description of the Land ................................................   73
   Description of the Improvements ........................................   74
   Highest and Best Use Analysis ..........................................   89
   Cost Approach ..........................................................   92
   Sales Comparison Approach - Office .....................................  100
   Income Approach - Office ...............................................  118
   Office Market Analysis .................................................  127

SECTION III

   Retail Market Analysis .................................................  150

SECTION IV

   Income Approach - Gaviidae II/Neiman Marcus ............................  171


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                     PAGE 5
- --------------------------------------------------------------------------------
<PAGE>

TABLE OF CONTENTS (Continued)
- --------------------------------------------------------------------------------

                                                                            Page
                                                                            ----

SECTION V - GAVIIDAE I

   Summary of Salient Facts and Conclusions ...............................  188
   Presentation of the Data ...............................................  190
   Identification of the Property .........................................  191
   Legal Description ......................................................  192
   Plat Map ...............................................................  193
   Real Estate Taxes ......................................................  194
   Special Assessments ....................................................  195
   Description of the Land ................................................  196
   Description of the Improvements ........................................  197
   Highest and Best Use Analysis ..........................................  211
   Cost Approach ..........................................................  214
   Income Approach ........................................................  222

SECTION VI

   Summary and Conclusions ................................................  241

EXHIBITS AND ADDENDA
   (Under Separate Cover)


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                     PAGE 6
- --------------------------------------------------------------------------------
<PAGE>

CERTIFICATION
- --------------------------------------------------------------------------------

The undersigned hereby certifies that, except as otherwise noted in this
appraisal report:

1.    We have made a careful, personal and thorough inspection of the
      subject properties.

2.    No one other than the person(s) signing this report have provided
      significant professional assistance to the analyses, conclusions and
      opinions set forth herein except as otherwise noted in the report.

3     Neither the employment nor compensation for this appraisal assignment is
      contingent upon an action or event resulting from the analyses, opinions,
      or conclusions in, or use of, this report. The appraisal assignment was
      not based on a requested minimum valuation, a specific valuation, or the
      approval of a loan.

4.    We have no present or contemplated interest in the subject property, and
      we have no personal interest or bias with respect to the parties involved.

5.    To the best of the appraisers' knowledge and belief, the statements of
      fact contained in this report are true and correct. The reported analyses,
      opinions and conclusions are limited only by the assumptions and limiting
      conditions set forth in the report and are our personal, unbiased
      professional analyses, opinions, and conclusions.

6.    The analyses, opinions, and conclusions were developed in conformity with
      the Uniform Standards of Professional Appraisal Practice of the Appraisal
      Foundation. The undersigned further certifies that the reported analyses,
      opinions and conclusions were developed, and this report has been
      prepared, in conformity with the requirements of the Code of Professional
      Ethics and the Standards of Professional Practice of the Appraisal
      Institute.

7.    The Appraisal Institute conducts a formal program of continuing
      education for its designated members. MAI's who meet the minimum
      standards of this program are awarded periodic educational
      certification. As of the date of this report, Todd M. Reid, Robert
      G. Lunz and Kathryn L. Lammers have completed the requirements under
      the continuing education program of the Appraisal Institute. Todd M.
      Reid, Robert G. Lunz, and Kathryn L. Lammers are licensed Certified
      General Real Property Appraisers with the State of Minnesota.

8     The use of this report is subject to the requirements of the Appraisal
      Institute relating to review by its duly authorized representatives.


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                     PAGE 7
- --------------------------------------------------------------------------------
<PAGE>

CERTIFICATION (Continued)
- --------------------------------------------------------------------------------

9.    To the best of the appraisers' knowledge and belief, based on the
      foregoing analyses and subject to the limitations and conditions of this
      report, as of March 1, 1997, the Market Value of the leased fee estate
      interest in the Gaviidae I and Gaviidae II/Dain Plaza developments was:

                          NINETY EIGHT MILLION DOLLARS

                                   $98,000,000
                                   ===========

Sincerely,

LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.


/s/ Todd M. Reid                           /s/ Robert G. Lunz

Todd M. Reid, MAI                          Robert G. Lunz, CRE, MAI
Certified General Real                     Certified General Real
Property Appraiser                         Property Appraiser
MN License No. 4000839                     MN License No. 4000943
WI License No. 452                         IA License No. 361406069


/s/ Kathryn Lammers

Kathryn I. Lammers, MAI
Certified General Real Property Appraiser
MN License No. 4002792
NE License No. CG 960171


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                     PAGE 8
- --------------------------------------------------------------------------------
<PAGE>

LIMITING CONDITIONS
- --------------------------------------------------------------------------------

The legal description furnished us is assumed to be correct. If the exact
description was not available, an "approximate" legal description will be found
in the report, in which case its accuracy should not be relied upon.

No responsibility is assumed for matters legal in character. The title is
assumed to be marketable, but we have made no title examination, and items such
as deed restrictions or unusual easements not readily apparent have not been
taken into consideration in the valuation unless divulged by the client and so
stated in the report. All existing liens and encumbrances have been disregarded,
and the property is appraised as though free and clear and under responsible
ownership and competent management unless otherwise stated.

All drawings or sketches are included to assist the reader in visualizing the
property. While every effort is made to maintain accuracy, measurements are
sometimes distorted in reproduction, thus these illustrations should not be used
to obtain exact dimensions. We have made no survey of the property and assume no
responsibility in that regard. We make no claims as to the presence of hazardous
materials either in the construction components of the improvements or in the
land.

Information furnished to us by others, and on which we have relied, is believed
to be correct, but its accuracy cannot be guaranteed. The estimates of value
evolved in this report are based on existing tax laws in place as of the date of
this appraisal.

Estimates herein are based on the present status of the national business
economy, and the current purchasing power of the dollar. It is assumed that
there is full compliance with all applicable federal, state and local
environmental regulations and laws unless non-compliance is stated, defined and
considered in the appraisal report.

One (or more) of the signatories of this appraisal report is a Member (or
candidate) of the Appraisal Institute. The Bylaws and Regulations of the
Institute require each Member and Candidate to control the use and distribution
of each appraisal report signed by such Member or Candidate. Therefore, except
as hereinafter provided, the party for whom this appraisal report was prepared
may distribute copies of this appraisal report, in its entirety, to such third
parties as may be selected by the party for whom this appraisal report was
prepared; however, selected portions of this appraisal report shall not be given
to third parties without the prior written consent of the signatories of this
appraisal report. Further, neither all nor part of the appraisal report shall be
disseminated to the general public by the use of advertising media, public
relations media, news media, sales media or other media for public communication
without the prior written consent of the signatories of this appraisal report.

Testimony as an expert witness or attendance in court because of this appraisal
is not required unless arrangements have been previously made.


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                     PAGE 9
- --------------------------------------------------------------------------------
<PAGE>

LIMITING CONDITIONS (Continued)
- --------------------------------------------------------------------------------

The distribution of total value between land, improvements and personal
property, or statement of land value alone, applies only under the program of
utilization stated in the report. This may be, but is not necessarily, the
existing use. The separate valuations for land or buildings must not be used in
conjunction with any other appraisal as erroneous conclusions could be drawn.
Similarly, where a portion or fraction of a real estate holding is being
appraised, the sum of all fractional interests or components is not necessarily
equal to the sum of the total interest or property. The personal property
included in the appraisal has not been separately valued. A reliance was made on
original cost, trended costs and/or net book value in the allocation of these
property items.

The Americans with Disabilities Act (ADA) became effective January 26, 1992.
Neither the appraiser(s) nor Lunz Massopust Reid DeCaster & Lammers (LMRD) have
made a specific compliance survey and analysis of this property to determine
whether or not it is in conformity with the various detailed requirements of the
ADA. It is possible that a compliance survey of the property, together with a
detailed analysis of the requirements of the ADA, could reveal that the property
is not in compliance with one or more of the requirements of the Act. If so,
this fact could have a negative effect upon the value of the property. Since the
neither the appraiser(s) nor LMRD have direct evidence relating to this issue,
the possible non-compliance with the requirements of ADA was not considered in
estimating the value of the property.

Unless otherwise stated in this report, the existence of hazardous material,
which may or may not be present on the property, was not observed by the
appraiser(s). Neither the appraiser(s) nor LMRD have knowledge of the existence
of such materials on or in the property. The appraiser(s), however, is/are not
qualified to detect such substances. The presence of substances such as
asbestos, urea-formaldehyde foam insulation, or other potentially hazardous
materials may affect the value of the property. The value estimate is predicated
on the assumption that there is no such material on or in the property that
would cause a loss in value. No responsibility is assumed for any such
conditions, or for any expertise or engineering knowledge, required to discover
them. The client is urged to retain an expert in this field, if concerned and
conditions are unknown.

The subject property was inspected on February 19, 1997 and it is assumed the
property and market conditions have not, and will not, change significantly
before March 1, 1997, the effective date of value.

It was assumed that all tenants including but not limited to Saks, Nieman
Marcus, and National City Bank would honor their respective lease obligations
through their base lease expiration dates.

Per direction of the client, this appraisal considers the value of all
underlying land in fee simple ownership only. The appraisers are aware of
several encumbrances including a land lease between the owner and the
Minneapolis Community Development Agency (MCDA) for a parcel of land beneath
portions of Gaviidae I and a land lease between the owner and a Brookfield
related company for a portion of land beneath the Gaviidae II/Dain Plaza
development. These encumbrances have not been considered in this analysis. If
these were considered it is likely that the resulting value conclusion would be
lower. However, we have not reviewed the encumbrance documents.


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                     PAGE 10
- --------------------------------------------------------------------------------
<PAGE>

================================================================================
                            PREMISES OF THE APPRAISAL
================================================================================


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                     PAGE 11
- --------------------------------------------------------------------------------
<PAGE>

APPRAISAL DEVELOPMENT AND REPORTING PROCESS
- --------------------------------------------------------------------------------

In preparing these appraisals, the appraisers first inspected both properties
and then proceeded to gather and confirm information on comparable improved
properties. In estimating the market value, the appraisers utilized only two of
the three approaches to value; the Cost and Income Approaches in a valuation
methodology termed "The Valuation Process", which, according to the Appraisal of
Real Estate, 10th edition, on page 69 is defined as: .. "a systematic procedure
employed to provide the answer to a client's question about real property
value". For the two retail components, the Sales Comparison Approach was not
developed given the lack of comparable specialty retail transactions. The Cost
Approach was developed but accorded little weight given the degree of functional
and economic obsolescence present in both retail components. All of the persons
interviewed for this assignment believe that the Income Approach is the only
meaningful approach in valuing the retail components. For Dain Plaza, the Cost,
Sales Comparison and Income Approaches were developed and duly reconciled.

The development of the each approach is based upon factual data extracted from
the market. A detailed description of each approach has been included in
subsequent sections of the report. Foundational to the application of each
approach, is the analysis of highest and best use. Highest and best use is the
determination by the appraisers of which potential application of the property
would produce the highest value at the appraisal date.

This report is considered self contained based on the extent of information
collected and reported in this document. Finally, this report is considered a
narrative report since the findings are not reported in a summary format.

Sources of data that were utilized in this analysis include information from
office files, discussions with other real estate professionals including sales
and leasing brokers, mortgage bankers, owners and managers, other appraisers,
and buyers and sellers.

The appraisers developed each of the approaches to obtain separate indications
of market value which were then reconciled to a Final Estimate of Value. This
process is accomplished in the reconciliation and Final Value Estimate section
of the report.

The undersigned acknowledges that they have the appropriate education and
experience to complete the assignment in a competent manner. The reader is
referred to the Qualifications of the Appraisers included in the Addenda of this
report.

PURPOSE AND USE OF THE APPRAISAL
- --------------------------------------------------------------------------------

The function and objective of these appraisals is to individually and
collectively estimate the Market Values of the leased fee estate interests in
the Gaviidae I and Dain Plaza/Gaviidae II developments as of March 1, 1997. It
is understood that the opinions of value rendered in this report will be used in
conjunction with obtaining new financing where the real estate would serve as
loan collateral.


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                     PAGE 12
- --------------------------------------------------------------------------------
<PAGE>

PROPERTY RIGHTS BEING APPRAISED
- --------------------------------------------------------------------------------

The real property rights considered in the appraisals are those of the leased
fee estate ownership interest in the real estate subject to the leases in place
and as typical of the marketplace for vacant spaces. For purposes of this
analysis, the 'leased fee estate interest', is as defined on page 204 of The
Dictionary of Real Estate Appraisal, third edition, published by the Appraisal
Institute, 1993, as:

      "An ownership interest held by a landlord with the right of use and
      occupancy conveyed by lease to others. The rights of lessor (the leased
      fee owner) and leased fee are specified by contract terms contained within
      the lease."

DEFINITION OF MARKET VALUE
- --------------------------------------------------------------------------------

"Market Value" as used in this report, is as defined under FIRREA
Appraisal Standards in the Federal Register, Vol. 55, No. 165, August 24,
1990, "Rules and Regulations", 34.42 as below:

      "Market value means the most probable price which a property should bring
      in a competitive and open market under all conditions requisite to a fair
      sale, the buyer and seller each acting prudently and knowledgeably and
      assuming the price is not affected by undue stimulus. Implicit in this
      definition is the consummation of a sale as of a specified date and the
      passing of title from seller to buyer under conditions whereby:

      1)    Buyer and seller are typically motivated;

      2)    Both parties are well informed or well advised and acting in
            what they consider their own best interest;

      3)    A reasonable time is allowed for exposure in the open market;

      4)    Payment is made in terms of cash in U.S. dollars or in terms
            of financial arrangements comparable thereto; and

      5)    The price represents the normal consideration for the property
            sold unaffected by special or creative financing or sales
            concessions granted by anyone associated with the sale."


EXPOSURE TIME
- --------------------------------------------------------------------------------

According to the Standards of Professional Appraisal Practice of the Appraisal
Institute, reasonable exposure time is one of a series of conditions in most
market value definitions. Exposure time is defined as follows:

      "The estimated length of time the property interest being appraised would
      have been offered on the market prior to the hypothetical consummation of
      a sale at market value on the effective date of the appraisal; a
      retrospective estimate based upon an analysis of past events assuming a
      competitive and open market."


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                     PAGE 13
- --------------------------------------------------------------------------------
<PAGE>

EXPOSURE TIME (continued)
- --------------------------------------------------------------------------------

Exposure time may be different for various types of real estate depending upon
market conditions for that specific property type. The concept of exposure not
only encompasses reasonable time but assumes adequate, sufficient and reasonable
effort. For purposes of this appraisal, exposure time has been estimated at one
year or less which is consistent with the most recent office property sales.

MARKETING PERIOD
- --------------------------------------------------------------------------------

For the subject property, a marketing period of one year is considered
reasonable. According to Real Estate Research Corporation, Third Quarter 1996,
"Real Estate Report", the demand for CBD office has been increasing over the
last several years. With National City Bank's occupancy in Gaviidae I, the
overall development is essentially 65% office and 35% retail.

                  CURRENT INVESTMENT CONDITIONS
                  BY PROPERTY TYPE
                  --------------------------------------------------------------
                                               3RD QTR     3RD QTR    3RD QTR
                      PROPERTY TYPE             1996        1995       1994
                  --------------------------------------------------------------
                     I Industrial - Warehouse   7.7          7.0        6.7

                     2 Office - Suburban        7.2          6.9        5.6

                     3 Apartment                7.0          7.1        6.4

                     4 Industrial - R&D         6.5          5.6        4.5

                     5 Hotel                    6.2          6.4        5.2

                     6 Retail - neighborhood    5.8          6.4        6.0

                     7 Office - CBD             5.6          5.1        4.2

                     8 Retail - Regional        5.3          5.6        6.2

                     9 Retail - Power Center    4.6          6.5        6.3
                  --------------------------------------------------------------
                  Rated on a scale of 1 (very bad) to 10 (very good)
                  --------------------------------------------------------------
                  Source: Real Estate Research Corporation
                  --------------------------------------------------------------

Given improving buyer sentiment for CBD Office, these properties should exhibit
shorter marketing periods than experienced over the last two or three years. A
twelve month marketing period is considered reasonable for the subject property
for several reasons. First, it is extremely well located in Downtown
Minneapolis's core blocks. Second, the quality and condition of the property are
considered excellent. Thirdly, the subject property is leased by several highly
credit worthy tenants which occupy a significant portion of the project.
Finally, the Downtown office market has improved considerably over the last two
years. Class A office vacancy is currently at a 25 year low of 3.9%.

As such, a marketing period of twelve months is considered reasonable. This
period is considered to begin at that time the property is formally listed for
sale and exposed to the market, both locally and nationally.


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                     PAGE 14
- --------------------------------------------------------------------------------
<PAGE>

HISTORY OF THE PROPERTIES
- --------------------------------------------------------------------------------

In 1975, the City of Minneapolis distributed a brochure to a number of real
estate development companies containing a request for proposal for several
blocks in the Downtown core including the City Center block and the half block
now improved with Gaviidae I. At the time, the Gaviidae site was improved with
the old Donaldson's Glass Block Department store building. Given the key
presence of the block at the 7th and Nicollet corner, the City wanted to spur
redevelopment on it.

In the summer of 1977, Oxford Properties U.S. LTD, Oxford Development Group, LTD
and the City signed a development contract which extended a one year development
option to Oxford. Oxford exercised their option in July of 1978 and the City
condemned or purchased outright the numerous properties and real property
interests on the City Center block and the Gaviidae I site. The Gaviidae I site
was included in this redevelopment project because Donaldson's had agreed to
move across Nicollet Mall and anchor the City Center retail development. In
November (Thanksgiving Day) 1982, while the old Donaldson's Department store was
being razed, the neighboring Northwestern National Bank Building (predecessor to
Norwest Bank) suffered extensive fire damage and the decision was made by
Norwest to demolish it and build a new flagship headquarters. Meanwhile, Saks
Fifth Avenue had expressed interest in the block during this period and in 1984,
Oxford and Northwestern National Bank entered into a joint venture agreement to
redevelop the entire block with a mixed use office and retail development. In
early 1985, this joint venture was terminated. Oxford then proceeded alone to
develop Gaviidae I in 1987 and completed the project in 1989.

Also in 1985, IDS had approached Oxford to develop a large office tower on the
Gaviidae I site. By this time, Norwest had completed the design plans for the
new Norwest Center on their existing site. IDS and Oxford concluded that, due to
sight line and design difficulties created by the new Norwest Center, a new IDS
tower could not be developed on the Gaviidae I site. At the time, Oxford (now
BCED Development) owned a 50% interest in the landmark 1970 vintage IDS Center.
BCED was clearly motivated to find expansion space for their prime tenant. With
the Gaviidae I site no longer an option, BCED looked to the Gaviidae II site as
a possible location for IDS. JC Penney had just vacated their department store,
and their approximate half site on Nicollet Mall between South 5th and 6th
Streets was generally considered to be a prime candidate for redevelopment. BCED
had reportedly invested several million dollars into the Penney's site during
the failed plan and design phase with IDS. In 1987, IDS decided against building
a new headquarters. Despite this happening, BCED decided to exercise their
option to lease the site given the significant amount of capital already
invested. The Penney's site was owned by the Bradley Real Estate Investment
Trust (Bradley) of Boston. By this time, BCED had found an anchor tenant for the
development; Inter-Regional Financial Group (Dain Bosworth). BCED tried to
purchase the site but Bradley was not willing to sell. As such, in 1988, BCED
and Bradley entered into a complex 99 year ground lease, specifying among other
atypical conditions the ground landlord's participation in defined cash flow
from the new development, and also in a Board of Governors set up to administer
the ground lease. In estimating the initial rent for this lease, the land was
valued at approximately +/-$200 per square foot. Neiman Marcus then committed to
anchor the retail center and construction of the Gaviidae II and the Dain Plaza
commenced in 1989.


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                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
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<PAGE>

HISTORY OF THE PROPERTIES (continued)
- --------------------------------------------------------------------------------

In January 1996, DB Holdings, Inc., a related Brookfield Development (formerly
BCED) entity purchased the leased fee estate interest in the ground lease,
essentially gaining fee simple control of the site, for $12,900,000, or +/-$264
per square foot. The purchase was a strategic move. With the non-subordinated,
and participating ground lease in place, it was difficult to finance or sell the
property.

In mid-1995 Brookfield attempted to sell an equity interest in the project
(Gaviidae I, Gaviidae II and Dain Plaza) in the market for $119,000,000.
The offering terms are outlined below:

Investor's Preferred
Position Price:               $119,000,000 ($114.87 per square foot of
                              combined rentable and gross leasable area)

Return:                       An 8% preferred return on investment to be paid
                              from project revenues. Shortfalls for the first
                              three years will be supported by a cash collateral
                              account funded at closing. The investor will also
                              receive 75% of excess cash flow after its
                              preference.

Right to Finance:             Brookfield will have the right to finance up to
                              $80,000,000 on the property in the first five
                              year period.

According to the offering, the cash flow projections indicated an 11%
unleveraged yield (IRR) to the investor over the holding period. With assumed
debt of $80,000,000 at 8% and a 25 year amortization, the leveraged IRR
increases to 13%. An equity investor was not found and Brookfield Development
Inc. remains the owner.


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<PAGE>

REPORT FORMAT
- --------------------------------------------------------------------------------

To avoid repetition, this report was broken down into four sections outlined as
follows:

      Letter of Transmittal
            Introduction
            Certification
            Limiting Conditions

Section I - General Overview and Analysis

      Premises of the Appraisal

            Appraisal Development and           Purpose of the Appraisal
            Reporting Process

            Property Rights being Appraised     Definition of Market Value

            Exposure Time                       Marketing Period

            History of the Properties           Report Format

       Presentation of Data

            Regional and City Data              Neighborhood Information

            Land Sales Comparison Approach

Section II - Dain Plaza & Gaviidae II

       Summary of Salient Facts and Conclusions

       Presentation of Data

            Identification of Property          Legal Description

            Plat Map                            Real Estate Taxes

            Special Assessments                 Description of the Land

            Description of the Improvements     Highest and Best Use

      Cost Approach

      Sales Comparison Approach - Office only

      Income Approach - Office

            Office Market Analysis

Section III - Retail Market Analysis

Section IV - Income Approach - Gaviidae II/Neiman Marcus

Section V - Gaviidae I

      Summary of Salient Facts and Conclusions

      Presentation of Data

            Identification of Property          Legal Description

            Plat Map                            Real Estate Taxes

            Special Assessments                 Description of the Land

            Description of the Improvements     Highest and Best Use

      Cost Approach

      Income Approach

Section VII - Summary and Conclusions

Exhibits and Addenda - (Under Separate Cover)


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<PAGE>

================================================================================
                             PRESENTATION OF DATA
================================================================================


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<PAGE>

REGIONAL AND CITY DATA
- --------------------------------------------------------------------------------

The subject property lies in the City of Minneapolis, Hennepin County,
Minnesota. Hennepin County is the largest of the seven counties that comprise
the Minneapolis-St. Paul Metropolitan Statistical Area (MSA). The MSA is
generally situated in the east central portion of the state near the confluence
of the Minnesota and Mississippi Rivers. A map illustrating the City of
Minneapolis in relation to the Greater Twin Cities Metropolitan Area is shown on
the following page.

Minneapolis is the largest city in Hennepin County and has the largest Downtown
in the five state area. Minneapolis contains 57 square miles and is located in
the east portion of Hennepin County along the Mississippi River. According to
the Land Use Trends completed by the Metropolitan Council, approximately 98% of
the city's land area is developed with either residential, commercial, or
industrial applications. Although the eastern portion of Hennepin County is
intensely developed, the western portion is, for the most part, agricultural
land. A historical land use breakdown for both Hennepin County and the City of
Minneapolis is as follows:

<TABLE>
<CAPTION>
Minneapolis
============================================================================================================================
                                  Multi-
Year  Residential  Single Family  Family   Farm   Commercial  Industrial  Public   Highways    Lakes/Streams  Vacant  Total
- ----------------------------------------------------------------------------------------------------------------------------
<S>       <C>         <C>          <C>      <C>     <C>         <C>        <C>      <C>            <C>        <C>     <C>
1970      N/A         19,583        N/A     N/A     1,887       5,448      5,913      748          2,248      1,504   37,331
1980      N/A         15,983       3,584     0      1,887       5,503      5,935    1,006          2,248      1,185   37,331
1990      N/A         16,006       3,629     0      1,903       5,480      5,983    1,294          2,247        772   37,314
- ----------------------------------------------------------------------------------------------------------------------------
Source: Metropolitan Council - Land Use Trends - Minneapolis
============================================================================================================================

<CAPTION>
Hennepin County
===============================================================================================================================
                                  Multi-                                                                   Agricultural &
Year  Residential  Single Family  Family   Farm   Commercial  Industrial  Public   Highways  Lakes/Streams     Vacant    Total
===============================================================================================================================
<S>       <C>         <C>          <C>      <C>     <C>         <C>        <C>      <C>            <C>           <C>     <C>
1970      N/A         85,275        N/A     N/A     6,457       15,237    42,876    6,102       32,071        199,539   387,557
1980      N/A         87,655      8,797   2,207     8,051       17,517    47,754    6,360       32,071        177,145   387,557
1990      N/A         99,749     10,947   2,244    10,850       19,492    49,776    7,004       32,125        155,215   387,402
- -------------------------------------------------------------------------------------------------------------------------------
Source:  Metropolitan Council - Land Use Trends - Hennepin County                                             
===============================================================================================================================
</TABLE>

From this data it is evident that the City of Minneapolis was nearly 100%
developed prior to 1970. There are no large concentrations of available vacant
land. Rather, most of the vacant land is scattered throughout the City. It
should be noted that in Hennepin County, there are only 30,257 acres of vacant
land within the boundaries of the Municipal Urban Service Area (MUSA), where
services such as sewer and water are provided. In Downtown Minneapolis however,
there is a large supply of vacant land within the central business district
(CBD). In the late 1980's and early 1990's, several older buildings were
demolished for interim-use surface parking. In addition to these sites, there
are also several improved properties that are nearing the end of their economic
life. These include the Conservatory property located two blocks south of
Gaviidae I on the Nicollet Mall, a small three story structure immediately west
of the Gaviidae II in the northwest corner of South Sixth Street and the
Nicollet Mall and the former Minnegasco building located three blocks east of
Dain Plaza on the south side of Seventh Street South. On February 24, 1997, Opus
announced plans to build a 30-story office tower on the Minnegasco site for
American Express Financial Advisors.

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<PAGE>

{Graphic omitted]
<PAGE>

REGIONAL AND CITY DATA (continued)
- --------------------------------------------------------------------------------

Due to its large size and long, narrow shape, the City borders many neighboring
communities. The Cities of Fridley and St. Paul lie directly to the east of
Minneapolis with Brooklyn Center on the north; Robbinsdale, Golden Valley, St.
Louis Park and Edina on the west; and Richfield and the Minneapolis-St. Paul
International Airport to the south.

Real estate, which includes the land and improvements and real property, which
includes the interest, benefits and rights inherent in the ownership of real
estate are influenced by four major forces: Social, Economic, Governmental, and
Environmental. The value of the subject property is a function of the
interaction of these forces. The following analysis describes each of these
forces that affect the region, city, and subject property.

Social Forces - Social forces are primarily related to the past, present, and
future demographic influences experienced and expected in a specific area.
According to the US Bureau of Census, population within the MSA has increased
15.3% from 1,985,873 persons in 1980 to 2,288,721 persons in 1990 ranking the
MSA 16th largest in the United States. Population growth has increased from an
average annual rate of 0.59% in the 1970's to an average annual rate of 1.53% in
the 1980's. Population growth in both Hennepin County and the MSA mirror the
region's growth. Between 1980 and 1990 Hennepin County's population grew 9.67%
from 941,411 persons to 1,032,431 persons in 1990. Between 1990 and April of
1995 (the most recent survey date), population increased 3.02% to 1,063,631
persons. Hennepin County is the most populous county in the State of Minnesota
at roughly twice the size of Ramsey County, which lies immediately to the east
and ranks second.

On the other hand, the population in the City of Minneapolis continues to
decline, while the Metropolitan Area continues to grow. Between 1970 and 1980
the population fell by 14.6% from 434,400 to 370,951 residents. Between 1980 and
1990, the population fell an additional 0.69% to 368,383 residents. The
Metropolitan Council places the most current population estimate at 365,889 (as
of April, 1995) a 0.67% decline from 1990. Declining inner-city population is
occurring in most of the top 20 cities in the nation. The core cities of
Minneapolis and St. Paul are not immune to this. Most of the decline is due to
fewer persons per household. Migration to the suburbs is also occurring. The
decline in population is also a function of a maturing age strata as well as
the upgrading of the metro area's freeway network with makes Minneapolis easily
accessible from the outlying suburbs. For the Downtown CBD, however, the recent
trend has been in-migration which has boosted multi-family occupancy levels. The
Metropolitan Council and the City of Minneapolis Planning Department project
continued employment growth in the Downtown area which should benefit both
commercial and residential real estate.

A recap of the population growth in the seven county metropolitan area, Hennepin
County and those cities surrounding Minneapolis is exhibited below:


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REGIONAL AND CITY DATA (Continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
============================================================================================================================
Population - Minneapolis and Surrounding Municipalities
                                                                                % Change   % Change   % Change
                          1970       1980       1990      Apr-'95      2000     1980-1990   1990-1995  1990-2000
- ----------------------------------------------------------------------------------------------------------------------------
<S>                     <C>         <C>        <C>        <C>         <C>           <C>        <C>        <C>
Minneapolis             434,400     370,951    368,383    365,889     370,500      -0.7%      -0.7%       0.6%
Brooklyn Center          35,173      31,230     28,887     28,463      29,000      -7.5%      -1.5%       0.4%
Robbinsdale              16,845      14,422     14,396     14,206      15,100      -0.2%      -1.3%       4.9%
Golden Valley            24,246      22,775     20,971     20,911      21,200      -7.9%      -0.3%       1.1%
St. Louis Park           48,883      42,931     43,787     43,568      46,500       2.0%      -0.5%       6.2%
Edina                    44,046      46,073     46,070     46,845      47,000       0.0%       1.7%       2.0%
Richfield                47,231      37,851     35,710     35,237      36,000      -5.7%      -1.3%       0.8%
St. Paul                309,866     270,230    272,235    271,120     275,000       0.7%      -0.4%       1.0%
Fridley                  29,233      30,288     28,335     28,204      28,500      -6.4%      -0.5%       0.6%
- --------------------------------------------------------------------------------------------------------------------------
Totals                  989,923     866,751    858,774    854,443     868,800      -0.9%      -0.5%       1.2%

Seven County Metro    1,874,612   1,985,873  2,288,721  2,488,967   2,560,000      15.3%       8.7%      11.9%
Hennepin County         960,080     941,411  1,032,431  1,063,631   1,109,120       9.7%       3.0%       7.4%

Source:  Metropolitan Council - Population and Household Estimates (April, 1995)
============================================================================================================================
</TABLE>

The Metropolitan Council's forecast of population for the year 2000 indicates
that the immediate seven county metropolitan area's population growth is
expected to continue, although more modestly, into the next decade. The
Metropolitan Council projects that the population will grow at a rate of 11.9%
between 1990 and 2000, and 8.0% between the year 2000 and 2010. The long term
outlook for the City of Minneapolis is for a modestly declining population as
the number of persons per household continues to decline.

Economic Forces - Economic forces deal with the overall state of the economy in
a specific area. Inter-related economic factors that affect the subject property
include the unemployment rate, the area's per capita income and the existing
industrial base. The MSA's unemployment rate as of December of 1996 was 3.5%
compared with a national rate of 5.4% (January, 1997). The local unemployment
rate has been consistently 1% to 2% below that of the national unemployment rate
over the last 20 years, and according to the Minnesota Department of Jobs and
Training should remain so in the future due to a diverse employment base.
Although a low unemployment rate is considered an overall positive for MSA, it
has created a job shortage particularly in the service and retail sectors. As a
result, hourly wages for restaurant and retail work have increased to as much as
$7.50 per hour.

The Twin Cities ranked seventh in job growth from 1993 to 1994 among the 25
largest metropolitan areas in the nation. Employment grew 3.6% during this
period. Phoenix ranked first with growth of 6.5%. Atlanta, Tampa, Portland,
Dallas and Denver consecutively followed Phoenix.

Since 1990, the fastest growing employment base in the MSA occurred in the
Construction sector, followed by the Service sector and Government sector.
Historical employment statistics by sector is as follows:


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REGIONAL AND CITY DATA (continued)
- --------------------------------------------------------------------------------

Minneapolis-St. Paul SMSA

Non-Agricultural Employment by Industry (000's)

<TABLE>
<CAPTION>
============================================================================================================================
                                                 Transportation             Finance
                                                 Communication             Insurance
         Year     Manufacturing  Construction  Public Utilities  Trade    Real Estate  Services     Government         Total
- ----------------------------------------------------------------------------------------------------------------------------
<S>                    <C>            <C>           <C>           <C>         <C>         <C>          <C>            <C>
         1980          249.2          46            64.8          273.4       70.8        244.4        161.2          1109.8
         1985          257.6         46.7            67           297.2       84.3        295.8        161.7          1210.3
         1990          251.1         48.4           69.8          324.3       94.4        340.8        163.7          1292.5
         Jul-96        276.9         65.1           85.6          374.8      113.2        451.3        201.8          1568.7
- ----------------------------------------------------------------------------------------------------------------------------
Change'80-'90          0.8%          5.2%            7.7%         18.6%      33.3%        39.4%         1.6%           16.5%
Change'80-'96         11.1%         41.5%           32.1%         37.1%      59.9%        84.7%        25.2%           41.3%
Change'90-'96         10.3%         34.5%           22.6%         15.6%      19.9%        32.4%        23.3%           21.4%

Source: Current Employment Statistics Program
============================================================================================================================
</TABLE>

It should be noted that prior to 1992, the SMSA consisted of the eleven counties
including Anoka, Carver, Chisago, Dakota, Hennepin, Isanti, Kanabac, Ramsey,
Scott, Sherburne and Washington. In 1992, two Wisconsin Counties were added;
Pierce and St. Croix bringing the total to thirteen. Due to this change, it is
difficult to analyze the most recent employment growth statistics.

Since 1980, the fastest growing employment base in the MSA occurred in the
services sector, followed by finance, insurance and real estate (FIRE).
According to the Metropolitan Council, this trend began in the 1950's as the
economy, which was primarily related to transporting and processing raw
materials generated by the farms, forests, and mines of the Upper Midwest began
to change to a regional capital concentrating in computers, insurance, medical
technology, information services, and foreign trade.

Between 1980 and 1996, the most recent survey date, the number of persons
employed in the MSA has increased 41% from 1,109,000 to 1,569,000. Average
annual employment growth was 1.8% between 1980 and 1985, 1.4% between 1985 and
1990 and 4.3% between 1990 and June of 1996. As previously mentioned, the 1992
addition of St. Croix and Pierce Counties to the SMSA results in an exaggerated
growth rate. However, these preceding statistics illustrate the strong growth
experienced and projected in the MSA and Hennepin County. The strong employment
growth is a function of a well diversified industrial base.

Hennepin and Ramsey Counties encompass the majority of the industrial and
business applications located in the metropolitan area. The two counties serve
as the processing and distribution point for the large Upper Midwest
agricultural region.

Such large agro-industrial processing firms as Cargill, Cenex, General Mills,
Harvest States Cooperatives, Land O'Lakes, International Multifoods, Northrup
King, Grand Met/Pillsbury all have their headquarters in the Twin Cities area.
The MSA is also a major center for research and data processing firms with the
headquarters and major manufacturing facilities of such companies as Ceridian,
Cray Research, Honeywell, 3M, Unisys, and Zeos. A large insurance industry is
also based in the Twin Cities with the largest companies here being Blue
Cross/Blue Shield, Lutheran Brotherhood, Minnesota Mutual, Mutual Service,
Reliastar, and the St. Paul Companies. Northwest Airlines, and the Soo Line
Railroad are major transportation companies with their main offices in the Twin
Cities. There are 14 publicly held Fortune 500 companies with their


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REGIONAL AND CITY DATA (continued)
- --------------------------------------------------------------------------------

headquarters located in the Twin Cities. They are ranked by Fortune
Magazine by their 1995 sales volume as follows:

================================================================================
         1995                                               Revenue
         Ranking   Company                                 $ Millions
- --------------------------------------------------------------------------------
         28        Dayton Hudson                            $23,516.0
         57        Super Valu                               $16,563.8
         62        Minnesota Mining & Mfg.                  $16,105.0
         143       Northwest Airlines                       $ 9,084.9
         156       General Mills                            $ 8,393.6
         170       Norwest Corp.                            $ 7,582.3
         197       Honeywell                                $ 6,731.3
         232       United Healthcare                        $ 5,670.0
         244       St. Paul Cos.                            $ 5,409.6
         262       Best Buy                                 $ 5,079.6
         371       First Bank System                        $ 3,328.3
         409       Hormel Foods                             $ 3,046.2
         437       Nash Finch                               $ 2,888.8
         476       Northern States Power                    $ 2,568.6
         Source: Fortune 500, April, 1996
- --------------------------------------------------------------------------------

In addition to these publicly held companies, the Twin Cities is also home to
several very large privately held companies including the following:

                  PRIVATELY HELD FIRMS WITH LOCAL HEADQUARTERS
                         1995 Corporate Report 100 List
- --------------------------------------------------------------------------------
               Company                                   1995 Rank
- --------------------------------------------------------------------------------
               Cargill                                       1
               Carlson Companies                             2
               Schwan's Sales Enterprises Inc.               3
               Holiday Companies                             4
               C. H. Robinson                                5
               National Car Rental System Inc.               6
               Andersen Corporation                          7
               Hidden Creek Industries                       8
               M. A. Mortenson (Construction)                9
               Taylor Corporation                           10
- --------------------------------------------------------------------------------

With 14 Fortune 500 companies, the Twin Cities Metropolitan Area is ranked
fourth among the nation's twenty largest metro areas and exemplifies the strong
local economy. The existence of these well established employers benefits the
subject property by providing a diverse and growing industrial base with little
dependency on the fortunes of a few businesses for the economic well being of
the city or the region. As such, the demand for the subject property is
enhanced.


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REGIONAL AND CITY DATA (continued)
- --------------------------------------------------------------------------------

According to the most recent statistics complied by the Federal Bureau of
Economic Analysis, the MSA has outpaced both the State of Minnesota and the
United States in per capita income.
Historical per capita income is exhibited below:

- --------------------------------------------------------------------------------
                                                                   % Change
   Area                 1970            1980            1990       1980-1990
- --------------------------------------------------------------------------------
   MSA                  $4,634         $11,510         $21,330       +86%
   State of Minnesota   $3,995         $11,018         $18,731       +70%
   United States        $4,051         $ 9,919         $18,696       +88%
- --------------------------------------------------------------------------------
   Source: Regional Economic Information System
           Federal Bureau of Economic Analysis, Washington, DC
- --------------------------------------------------------------------------------

According to the most recent statistics compiled by the Federal Bureau of
Economic Analysis, 1990 per capita income in the Minneapolis-St. Paul
Statistical Area (MSA) ranked 39th of the 320 MSA's in the United States.

According to the most recent statistics complied by the Federal bureau of
Economic Analysis, the Hennepin County per capita income for 1990 was $23,705,
ranking it first in the seven county metropolitan area. This figure represents
an 86% increase over the 1980 figure of $12,733. Historical per capita income
for both the MSA and Hennepin County is exhibited below:

- --------------------------------------------------------------------------------
                                                                  % Change
   Area                 1970            1980            1990      1980-1990
- --------------------------------------------------------------------------------
   MSA                  $4,634         $11,510         $21,330      +86%
   Hennepin County      $5,089         $12,733         $23,705      +86%

   State of Minnesota   $3,995         $11,018         $18,731      +70%
   United States        $4,051          $9,919         $18,696      +88%
- --------------------------------------------------------------------------------
   Source:     Regional Economic Information System
               Federal Bureau of Economic Analysis, Washington, DC

As of 1990, the  Minneapolis-St.Paul Statistics Area (MSA) ranked 39th in the
320 MSA's in the United  States.  Hennepin  County ranked first among the 87
counties in the state and 89th out of the 3,107 counties in the country.

The Metropolitan Council tracks median household income for each of the cities
in the Metropolitan area. Income figures for Minneapolis and its surrounding
communities as well as the seven county Metro area are as follows:


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REGIONAL AND CITY DATA (continued)
- --------------------------------------------------------------------------------

================================================================================
   Median Household Income - Minneapolis & Surrounding Communities
                                                                       % Change
                            1970           1980          1090         198O-l990
- --------------------------------------------------------------------------------
   Minneapolis             $14,351        $24,048       $25,324          5.3%
   Brooklyn Center         $22,282        $37,338       $34,168         -8.5%
   Robbinsdale             $20,167        $33,794       $33,107         -2.0%
   Golden Valley           $30,186        $50,583       $46,212         -8.6%
   St. Louis Park          $21,362        $35,796       $34,778         -2.8%
   Edina                   $30,201        $50,608       $48,936         -3.3%
   Richfield               $20,424        $34,224       $32,405         -5.3%
   St. Paul                $16,029        $26,860       $26,498         -1.3%
   Fridley                 $22,850        $38,290       $36,855         -3.7%
- --------------------------------------------------------------------------------
  Average                  $21,984        $36,838       $35,365         -4.0%
  (1) Out of 109 Communities surveyed
================================================================================
   Median Household Income - Seven County Metropolitan Area
                                                                     % Change
                            1970           1980          1990        1980-1990
- --------------------------------------------------------------------------------
   Anoka County            $23,394        $39,201       $40,076         2.2%
   Carver County           $20,471        $34,303       $39,188        14.2%
   Dakota County           $23,587        $39,525       $42,218         6.8%
   Hennepin County         $20,077        $33,643       $35,659         6.0%
   Ramsey County           $18,939        $31,736       $32,043         1.0%
   Scott County            $22,468        $37,650       $40,798        8.4%
   Washington County       $24,257        $40,647       $44,122         8.5%

   MSA                     $20,654        $34,610       $36,678         6.0%

   Source: Metropolitan Council - Community Profile
================================================================================

The economic outlook for the region is for modest but continued growth. Several
developments in particular are expected to contribute to the economy in the
1990's. One of these is the Minneapolis Convention Center in Downtown
Minneapolis. The Convention Center is located seven blocks south and one block
east of Gaviidae I. The property opened in 1990 at a cost of $200,000,000. The
center has approximately 775,000 square feet of convention space and annually
hosts between 30 and 40 national and international conventions with 1995
revenues of about $95,000,000. These conventions bring in an estimated
$50,000,000 into the local economy on an annual basis. The City of Minneapolis
is currently working on plans to expand the convention center by an additional
275,000 square feet in an effort to capture more of the "Tradeshow 200"
events-the 200 largest tradeshows in the nation. The expansion cost is estimated
at $162,000,000. The Governor voted down the expansion in the Spring of 1996.
However, the City is still determined to expand.

The other major Twin Cities development is the Mall of America (MOA). This
property opened in August of 1992 on the 86 acre vacated Metropolitan Stadium
located off State Trunk Highway 77 near 1-494 in Bloomington, approximately
eight miles southeast of Downtown Minneapolis. This mixed use development
includes shops, restaurants, and a seven acre Camp Snoopy amusement Park. The
mall is anchored by four major retailers; Macy's, Sears, Bloomingdale's, and
Nordstrom. UnderWater World, a $26 million dollar aquatic amusement park opened
in the Summer of 1996. Mall officials anticipate that the park will attract 1.8
million visitors in its first year; approximately 4.5% of the estimated 40
million annual visitors which visit the MOA each year.


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REGIONAL AND CITY DATA (continued)
- --------------------------------------------------------------------------------

Preliminary estimates of the MOA's tourism impact approximate more than
2,000,000 out-of-town visitors to the Twin Cities annually and projections in
excess of $800,000,000 in annual retail sales. According to a study conducted by
the accounting firm of Deloite & Touche, and David Brennan, Director of the
Small Business Instate at the University of St. Thomas, in 1994, the MOA
generated approximately $1.4 billion in economic activity in Minnesota.
According to the study, these are dollars that would otherwise not have been
spent. The coming of the Mall spurred the renovation and remodeling of all but
one of the Twin Cities seven regional malls. Retailers at the MOA reportedly
employ approximately 9,600 full and part-time employees. As such, the Mall
houses one of the greatest concentrations of employees in the state.

Officials at the MOA are currently negotiating with the Metropolitan Sports
Facilities Commission for the vacant tract of land located immediately north of
the Mall. This 53 acre tract was the former Metropolitan Sports Center and home
to the former Minnesota North Stars, a National Hockey League franchise. The
Met Center, as it was commonly referred to, was demolished in December of 1994.
The surrounding parking lot is now used for piling snow and for Mall of America
surface parking. Although several plans have been discussed publicly, the site
will most likely be improved with some type of entertainment retail and lodging
which would compliment the MOA.

The impact of the Convention Center on the subject retail components has been
positive as visitors and convention goers shop at theses properties. However,
according to the property managers at both Gaviidae and City Center, the Mall of
America has attracted a significant amount of would-be shoppers that would
otherwise have visited Downtown Minneapolis. Convention Center visitors often
visit the Mall of America rather than shopping or spending entertainment dollars
in Downtown Minneapolis. According to the property manager at City Center,
retail sales have fallen between 10% and 15% since the MOA opened in 1992.

The University of St. Thomas Graduate School of Business opened their Downtown
Campus in 1992. This property is located at the corner of LaSalle Avenue and
South Tenth Street. Enrollment averages approximately 18,000 undergraduate and
3,000 graduate students per year. St. Thomas plans to expand their presence in
the Downtown with the opening of a magnet school in the Fall of 1997. The school
was to be located in the block immediately to the east of their main campus.
However, Dayton Hudson announced their plans to build the new Target Office
Tower on this block. St. Thomas is now searching for a new site and the south
half of the block across South Tenth Street appears to be the most likely
candidate. This parcel lies directly north of the main Minneapolis campus and
directly south of and abutting the Downtown Auto Park Ramp. As of the date of
this appraisal, St. Thomas has presented several proposals for skyway
construction which would connect their main facility to the proposed magnet
school and into the LaSalle Plaza development. The South Nicollet Mall Advisory
Board has recommended the proposals to the Minneapolis Community Development
Agency (MCDA).


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The MCDA is currently finalizing the development and financing agreement with
Opus on behalf of the University of St. Thomas. If approved, the tax increment
financing package could total $30 to $40 million. This proposed project, as well
as the new Target Office Tower, will undoubtedly benefit the subject
neighborhood.

The Downtown office market, and in particular, the Class A market is in a period
of strong recovery. According to Towle Real Estate, which conducts annual
surveys of the office market, overall vacancy, as of the Second Quarter of 1996
was 9.4%; its lowest point since Towle began tracking the office market in 1983.
Overall vacancy is down slightly from 9.7% recorded one year earlier.

As of the Second Quarter of 1996, Class A vacancy was 3.9%, down from 4.5% one
year earlier. As a result of this tight market, Class A absorption totaled only
83,340 square feet during the last fiscal year; down considerably from the
480,000 square feet of absorption experienced in 1995. With a tightening Class A
market, quoted rental rates jumped 25%; averaging $14.21 per square foot.

Although the Class A market has improved significantly, there is still economic
obsolescence in the market as net rental rates are several dollars below the
level necessary to support new construction. The most recent downtown office
building sales have transacted at a discount to their estimated or reported
development cost.
Examples include the following:

Sale                       Price/Sf    Est./Reported   Indicated
No.      Property           of RA      Cost/Sf of RA    Discount
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1   IBM First Bank Place   $151.88       $233.12          35%
2.  LaSalle Plaza          $123.96       $195.28          36%

Despite this occurrence, new construction is expected in the near future. As of
the date of this appraisal, three developers (Opus, Ryan and Brookfield LePage)
are currently vying for tenants to anchor a new Downtown office tower. Target,
the discount division of Dayton Hudson, was considered the most probable anchor
tenant with immediate space needs in excess of 450,000 square feet. However, on
Friday, October 25 they announced that they will build their own office tower on
the Nicollet Mall, three blocks south of the Gaviidae I. Construction of the 12
to 15 story office building is expected to begin in the Spring of 1997.

The Ryan Companies had negotiated with Target to build a new office tower on
portions of the block immediately south of the Conservatory site. Ryan had
proposed building the office tower on top of a two-story Target store which
would also front on the Nicollet Mall. Ryan may still construct the two-level
Target store along the Nicollet Mall between 9th and 10th Streets. With the
Target office tower out of the running, Ryan is focusing their efforts on
demolishing the Conservatory and building the 800,000 square foot 800 Nicollet
Mall Tower. As of the appraisal date, no anchor tenants have been announced for
this project.


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According to an article published in the October 11, 1996 issue of City
Business, it is reported that a city council subcommittee has given Brookfield
LePage preliminary approval to pursue redevelopment of Block E. Block E is
located between the City Center development on the east and the Target Center on
the west. Brookfield has proposed a $143 million, 589,700 square foot office and
retail project on Block E and portions of the block immediately to the south.
According to the article, the project would include three levels of retail
anchored by restaurants, shops and movie theaters, as well as a 275-room hotel.
A seven story office complex would also be part of the development. Brookfield
LePage, which owns the Gaviidae Common, Dain Plaza and the City Center,
estimates it will need $27 million in tax increment financing.

Opus Corporation, which owns several prominent land parcels in the Downtown
core, is aggressively pursuing development. Opus owns the Powers site, the
former Minnegasco Budding, the former Sheraton-Ritz Block and has control of
several land parcels in the block immediately south of the Conservatory. This is
the same block on which Ryan is proposing to build a Target store. In September
of this year, Opus notified the City that it had plans to build an 820,000
square foot office tower over a two level combination Sam's Club and Wal-Mart.
The plans were later dropped after Opus was convinced by the City that a similar
Ryan announced development with Target would receive no favorable tax-increment
financing treatment. Most industry observers agree that a Wal-Mart development,
in Dayton Hudson's back yard, would be both politically and economically
difficult to pull off.

The largest single tenant in the Downtown market is American Express Financial
Advisors (AMEX), formerly IDS. Several developers were courting this tenant in
hopes of developing a new office tower which would open in 1997. However, AMEX
extended all of their leases in several Downtown buildings until 2002. In the
summer of 1995, the locally based vice president of corporate real estate was
fired and his duties were transferred to executives in Chicago. According to an
article published in City Business, American Express has begun drawing plans to
consolidate its projected 7,200 workers onto a single campus when leases expire
in 2002. It should be noted that AMEX owns approximately 100 acres of land in
Chaska where the Oakridge Conference Center is located' This has resulted in a
heightened level of uncertainty with respect to the Downtown office market.
However, it is reported that a significant percentage of Downtown AMEX employees
rely on public transportation. AMEX is committed to a strong public transit
system and as such, it is more likely that they will continue to lease or
develop in Downtown Minneapolis. Furthermore, AMEX made a public announcement in
December 1996 that ..."It's safe to say that we will be staying Downtown...".

However, in response to an unfavorable ruling in Minnesota Tax Court, Amex at
first put off their decision to build a new Downtown office tower. Amex had
contested the assessed value at their 171,000 square foot Oakridge Conference
Center in Chaska, a southwestern Twin Cities suburb. At the trial, Amex argued
that the value of the property should be $10 million versus the current $20
million assessed value. The tax court ruled that the assessed value was low and
set the value at $27.3 million, increasing the property's tax burden by an
additional $464,000 per year. In a Star Tribune article dated January 28, 1997,
Amex expressed their concern that the decision has negative implications for
owner-occupied buildings. Amex indicated that the decision will be appealed to
the Minnesota Supreme Court. Subsequently, during the last week of February,


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1997, Amex announced they have selected Opus Corp. as the developer of their new
office headquarters to be located on the Minnegasco/Minneapolis Club block.

The Downtown retail market is continuing its metamorphosis from specialty and
upscale retailing to discount retailing. As a result of this shift, several of
the most prominent retail properties in the Downtown, including Gaviidae I,
Gaviidae II, IDS Crystal Court, and City Center have repositioned their tenant
base.

Overall, the consensus is that the Downtown retail market has been hurt by the
Mall of America and a change in consumer spending habits with soft good
purchases falling and hard good purchases increasing. Unfortunately, a Downtown
environment is not where consumers are typically attracted to buy larger item
hard goods. Such purchases are typically made in stores situated in a more
spacious suburban location. There are four department stores located in the
Downtown Core; Saks Fifth Avenue, Neiman Marcus, Montgomery Ward and Dayton's.
With exception to Dayton's, which benefits from a loyal customer base, the
remaining anchors are struggling enormously. At Gaviidae I, Brookfield LePage
converted its specialty retail space on the third, fourth and fifth floors to
office/bank space for National City Bank. It is clear that the Mall of America
and the growth in big box/community center retail development has hurt Downtown
retail sales.

The subject MSA still remains one of the largest distribution hubs in the Upper
Midwest. Transportation facilities for the Twin Cities are excellent by land,
water and air. By land, the Twin Cities area is served by major cross-country
freeways, Interstates 35E/35W and 94, running north/south and east/west
respectively. The area's circumferential freeway, Interstate 494/694, provides
quick and efficient access throughout the entire metropolitan area.
Additionally, there are five main line and two trunk line railroads, three local
and four national bus lines. There are 110 first-class carrier truck lines for
interstate commerce. The Twin Cities ports handle in excess of fifteen million
tons annually. The Minneapolis-St. Paul International Airport is serviced by
nine national/international airlines and seven regional commuter airlines. The
Metropolitan Airport Commission also operates four additional municipal airports
located in Hennepin County.

Governmental Forces - The Twin Cities are the government, financial and banking
center for the region. St. Paul is the capital of Minnesota and is concentrated
with state and federal agencies. The US Government's Ninth Federal Reserve Bank
is located in Downtown Minneapolis, as well as the region's two largest
commercial bank holding companies, First Bank System and Norwest Corporation.
The Twin Cities is also home for one of the largest thrift institutions in the
country, TCF Bank fsb.

Governmental forces that particularly influence the subject property are
primarily related to the City of Minneapolis. Like most other cities in the MSA,
Minneapolis has a mayoral-council form of government. The mayor and council,
through citizen input, govern the various departments which include police and
fire, assessing, zoning, engineering, planning, finance, parks, and public
works. The City of Minneapolis has adopted a zoning ordinance which regulates
and controls the city's real estate applications. The city also requires all
proposed properties and developments meet planning commission requirements
regarding conformity and aesthetics. The Planning


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Commission and the existence of the zoning ordinance benefit the subject
property and all other properties in the city by prohibiting incompatible uses,
creating homogeneous use districts, and promoting the health, safety and general
welfare of the city's inhabitants.

Another significant governmental factor that effects real estate in the MSA is
the Metropolitan Urban Service Area or MUSA. The MUSA, or as it is commonly
referred to, the MUSA line, denotes the boundary for which typical urban
utilities such as water and sewer have been approved. In 1976, the State
Legislature passed the Metropolitan Land Planning Act requiring all cities in
the MSA to create and employ a Comprehensive Guide Use Plan. The city's
Comprehensive Guide Use Plans are submitted to the Metropolitan Council. The
Metropolitan Council along with the Metropolitan Waste Commission regulate urban
expansion by analyzing specific demands in an area including roadway and utility
capacity. The City of Minneapolis is located in its entirety within the MUSA
area. The existence of MUSA will inhibit future development outside the border
given the lack of typical urban utilities. The subject property benefits from
its location within the Metropolitan Urban Service Area given the existence of
full urban utilities and the MUSA border which creates a barrier to future
development.

Environmental Forces - The Twin Cities Metropolitan Area has grown outward from
its initial settlement near the confluence of the Minnesota and Mississippi
Rivers. These two rivers, at one time, provided the bulk of transportation in
and out of the area, as well as the power that created the largest milling
industry in the United States. Given the climactic conditions in this state, the
rivers are frozen and unnavigable throughout most of the winter months. As such,
travel and transport via airway, freeway and to a lesser degree, railway, have
emerged as the predominate transportation vehicles. These transportation
industries are not as adversely effected by the area's climate. Interstate
494/694 is a 75 mile circumferential highway system that surrounds the bulk of
the core metropolitan area. Interstate 35W is the region's major north/south
interstate and I-94, the major east/west interstate. Distance and time estimates
from the subject property to several important destinations are as follows:

- --------------------------------------------------------------------------------
                                            Distance-          Approximate
    Destination                             Miles              Travel Time
- --------------------------------------------------------------------------------
    Mpls-St. Paul International Airport     8 (SE)              15 minutes
    Downtown St. Paul                       11 (E)              20 minutes
    I-35W (north and south bound)           within blocks       N/A
    I-94 (westbound)                        within blocks       N/A
    I-94 (eastbound)                        within blocks       N/A
    Wisconsin Border                        27 (E)              20-40 minutes
    South Dakota Border                     150 (W)             3 hours
    Iowa Border                             100 (S)             2 hours
    Canadian Border                         280 (N)             5.5 hours
- --------------------------------------------------------------------------------

These travel time estimates by local standards are considered good to excellent.
The city's desirable location is reflected in the high residential occupancy
levels and valuable housing stock.


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Other environmental forces that affect the subject property include climatic and
geographic conditions. Minnesota climate varies drastically from northern to
southern portions of the state. In the northern portions, the winter lasts
approximately four to six weeks longer than the east central portion where the
subject property is located. In the east central area the coldest month of the
year is January when the mean daily high temperature is 22(degrees)F and the
mean daily low temperature is 2(degrees)F. The hottest month of the year is July
when the mean daily high is 83(degrees)F and the mean daily low is 6O(degrees)F.
Average annual precipitation is 24 inches with approximately 42 inches of
snowfall. The region's warm summers, coupled with the 11,842 lakes (measuring
over 5 acres in size) in the state make Minnesota one of the most desirable for
living and vacationing. The four lake chain which includes Cedar Lake, Lake of
the Isles, Lake Calhoun, and Lake Harriet is among the most popular attractions
in the City of Minneapolis. The lakes attract many joggers and walkers, as well
as those who sail, sailboard and fish. All of these lakes are well developed
with upper-end residential homes.

Conclusion - The overall economic outlook for the region and city is considered
very good. However, Minneapolis's population and employment has been decreasing
at a modest rate over the last ten years while the Metropolitan Area has
continued to experience solid growth. Downtown Minneapolis is, however, expected
to post modest gains in employment over the next ten years. As the financial and
banking center for the region, Minneapolis should continue to show modest, but
steady, appreciation over the long term.


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For this analysis, a neighborhood has been defined by The Dictionary of Real
Estate Appraisal, Third Edition, page 242, as .... "a group of complementary
land uses." The subject's immediate vicinity clearly meets this definition as
nearly all of the nearby properties are of office, service or retail
application. Neighborhood boundaries essentially represent the core central
business district and the B4-2, Central Retail zoning district.

The two most common elements to these properties within the subject neighborhood
include the Nicollet Mall and the skyway system. The Nicollet Mall is a
two-lane, tree-lined street open only to public transportation. The mall is
anchored by four major department stores and eight blocks of specialty stores.
The Nicollet Mall represents one of the most successful pedestrian promenades
constructed in an urban metropolitan area in the United States. Originally
conceived in the late 1950's, construction of the mall has progressed where,
combined with the Loring Park Development District, it now literally traverses
Downtown from Washington Avenue on the north to East Grant Street on the south.
The Nicollet Mall underwent a complete $23,000,000 renovation during the summer
of 1990. Both Gaviidae properties have over 330 feet of frontage on the Nicollet
Mall.

The second floor skyway system links core city buildings and provides year-round
climate controlled passageways, as well as an additional level of predominantly
retail space. As of the appraisal date, the system consists of three plus miles
of continuous skyways connecting 52 city blocks. The subject properties have
multiple skyway connections outlined as follows:

         Property                  Skyway to/from
- --------------------------------------------------------------------------------
         Gaviidae I                IDS Center to the south
                                   Norwest Center to the east
                                   Gaviidae II to the north - 2nd floor skyway
                                   Gaviidae II to the north - 4th floor skyway
                                   City Center to the west

         Gaviidae II/Dain Plaza    Gaviidae I to the south - 2nd floor skyway
                                   Gaviidae I to the south - 4th floor skyway
                                   Nicollet Center to the west
                                   Powers Site (not connected) to the north
                                   Marquette (F&M) to the east
                                   510 Marquette Building to the east

Of all the skyway linked developments in Downtown Minneapolis, Gaviidae II has
the greatest number of linkages. Being skyway linked has proven to be
advantageous in the form of higher occupancies, lower turnover, and greater net
rent. All of the Class A office properties are located on the skyway system.

The map on the following page delineates the primary boundaries of the Downtown
Minneapolis neighborhood.


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                               [GRAPHIC OMITTED]


                               DOWNTOWN DISTRICT
                                    -- of --
                                  MINNEAPOLIS


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                               [GRAPHIC OMITTED]


                                     [MAP]


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NEIGHBORHOOD INFORMATION (continued)
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A breakdown  of the major uses within each of the blocks that comprise the core
Downtown neighborhood is as follows:

Block 1     Lumber Exchange - This 228,785 square foot renovated office building
            was constructed in 1885 and renovated in 1980. The property is
            currently 76% occupied with quoted rental rates at from $15.00 to
            $17.00 per square foot gross.

Block 2     This block is comprised of three parking applications. The Nicollet
            Parking Ramp will accommodate approximately 450 vehicles. The
            Marquette Building was demolished in 1992 and was improved with a
            surface plus lower level parking deck. Also in 1992, OPUS
            Development demolished the former Power's Building for use as a
            surface parking lot.

Block 3     The south half of Block 3 is comprised of the 100 and 150 South 5th
            Street Office Towers. These properties are now referred to as the
            Fifth Street Towers. The building located at 100 South 5th Street
            was constructed in 1985 and is comprised of 414,581 square feet of
            rentable area. The property is currently 88% occupied with quoted
            rental rates from $14.00 to $16.00 per square foot net. The 150
            South 5th Street Building was constructed in 1988 and is comprised
            of 607,711 square feet. The property is currently 89% occupied with
            a similar rental rate. This building's primary tenant is the
            Leonard, Street & Deinard law firm. This firm was at one time
            considered to be a potential anchor tenant for a new office tower in
            the Downtown area. However, that the firm has decided to renew their
            lease and remain in their existing space. The towers rise 25 and 36
            stories respectively. Both buildings are considered high quality
            Class A office towers. The buildings sold in December of 1996 for
            $140,895,000 or $137.82 per square foot of rentable area.

Block 4     This block is primarily comprised of the U.S. West Telephone Company
            headquarters and parking ramp. In the northwest corner of the block
            is the Norwest Midland Bank Building. This ten-story property was
            originally constructed in 1905 with an addition in 1964. The
            property measures 173,375 square feet and is 72% occupied. The
            Miller-Davis, or 219 South 4th Street Property, is a 36,448 square
            foot renovated five-story office building. The property was
            constructed in 1914 and was renovated in 1984/85. This property is
            100% occupied. The Miller-Davis building sold in March of 1996 for
            $875,000 or $24 per square foot of rentable area.

Block 5     Minneapolis City Hall

Block 6     This block is primarily comprised of the Plymouth Building, the
            Chamber of Commerce Building and the Nicollet Center Office
            Building. The Plymouth Building is a 259,301 square foot, Class C
            office building constructed in 1910. The property is currently 81%
            occupied with rents quoted at $13.00 per square foot gross. The
            Chamber of Commerce Building measures approximately 135,272 square
            feet. The property measures twelve stories in height and was built
            in 1925. The Nicollet Center property measures 37,117 square feet.
            The property was constructed in 1984 and is skyway linked to the
            subject on the south side of South 6th Street.


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Block 7     Subject property - Dain Plaza/Gaviidae II.

            The east half of the block is comprised of the 510 Marquette
            Building (formerly the National City Bank Building) and the F&M
            Building (formerly the Marquette bank building). The 510 Marquette
            Building is twelve stories in height and contains 192,215 square
            feet of rentable area. The property was constructed in 1910 and is
            currently 96% occupied. Inter-Regional Financial Group, which owns
            Dain Bosworth, recently signed a lease to move its operation and
            technology subsidiary, Regional Operations Group to the building.
            The tenant occupies 78,000 square feet.

            National City Bank vacated the building in March of 1996 and now
            occupies three plus levels at the Gaviidae I development. The 510
            Marquette building sold to a Griffin Companies Partnership in the
            summer of 1995 for $4,200,000 or $21.85 per square foot of rentable
            area. A substantial renovation of this building has just been
            completed.

            The Marquette Bank building is a historically designated bank
            building with a First Bank branch on the first floor. The building
            sold in January of 1997 for $4,800,000 or about $32 per square foot
            of rentable area. First Bank occupies virtually the entire building
            but will be downsizing 100,000 square feet by June of 1997. The bank
            will reportedly retain approximately 42,000 square feet of space
            including the bank lobby on the first floor. The eleven story
            property was built in 1941 and is skyway linked to the 510 Marquette
            building and the Gaviidae II development.

Block 8     This block is comprised of four office buildings including the Soo
            Line, One Financial Plaza, Concourse and the Rand Tower. The largest
            property is the former First Bank Place West office building, now
            referred to as One Financial Plaza. This property was significantly
            occupied by First Bank. With the construction of the IBM/First Bank
            Place in 1992, First Bank vacated this property and moved into its
            new headquarters building. This property contains 386,000 square
            feet and is 80% occupied. The property was constructed in 1960 and
            is 26 stories in height. Quoted net rental rates are $9.00 per
            square foot net. Heitman reportedly sold the property on November 7,
            1996 to Zeller Realty Corporation. The purchase price and terms are
            not yet available although it is rumored to have sold in the
            $25,000,000 range. Based on this estimated figure, the property sold
            for approximately $64.77 per square foot of rentable area.

            The Soo Line building was built in 1914 and renovated in 1993. The
            property measures 296,000 square feet and is 92% occupied. The Rand
            Tower was built in 1929 and measures 132,074 square feet. This
            property was also partially renovated in 1993. Occupancy is reported
            at 93% with quoted net rent at $7.50 to $9.00 per square foot. This
            building sold in November of 1993 for a cash equivalent sale price
            of $2,900,000, or $18.80 per square foot of net rentable area.


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Block 9     This block is comprised of Pillsbury Center, a 1,319,057 square foot
            (rentable) office building primarily occupied by Grand
            Met/Pillsbury, the Dorsey & Whitney law firm, and Ernst & Young. The
            property is currently 99% leased.

Block 10    This block is comprised of the Hennepin County Government Center
            which spans over South 6th Street.

Block 11    Block E was acquired by the City of Minneapolis in the late 1980's
            in order to remove undesirable, older properties and spur a
            redevelopment to link the core Downtown to the Target Center and
            Warehouse District. Ray Harris, who developed Calhoun Square, a
            two-level specialty retail mall at the corner of Lake Street and
            Hennepin Avenue was awarded the development rights. However, anchor
            tenants were not secured and by 1991 the City abandoned its
            redevelopment plan. The Minneapolis Community Development Agency has
            recently received several proposals for redevelopment. According to
            an article published in the October 11, 1996 issue of City
            Business, it is reported that a city council subcommittee has given
            Brookfield LePage preliminary approval to pursue redevelopment of
            Block E. Brookfield has proposed a $143 million, 589,700 square foot
            office and retail project on Block E and portions of the block
            immediately to the south. According to the article, the project
            would include three levels of retail anchored by restaurants, shops
            and movie theaters, as well as a 275-room hotel. A seven story
            office complex would also be part of the development. Brookfield,
            which owns the subject property and Gaviidae I & II estimates it
            will need $27 million in tax increment financing.

Block 12    This block is improved with the largest mixed use development in the
            State of Minnesota. The property consists of a 50 story Class A
            office tower, a 155,000 square foot department store wing occupied
            by Marshall's and Montgomery Wards, a 190,000 square foot, three
            level multi-tenant retail mall, and a 687 car parking ramp.
            Adjoining the property is a 32 story, 600 room luxury Marriott
            hotel. As of the appraisal date, the office tower is 100% occupied.
            The retail development is 92% occupied. The entire development was
            constructed in 1981 and 1982.

Block 13    Subject property - Gaviidae I.

            The eastern half of the Gaviidae I block is comprised of the Norwest
            Center, a 1,110,000 square foot Class A office tower constructed by
            a Hines Development/Norwest joint venture in 1988. Norwest Center is
            currently 100% occupied. It should be noted that the two major
            tenants in the property, Norwest Bank and the Faegre and Benson Law
            Firm, occupy approximately 700,000 square feet.


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Block 14    This block is referred to as the Northstar Block. The block is
            actually comprised of five structures including the Firstar Bank
            Building, Northstar East, Northstar West, Northstar Center, and the
            Holiday Inn Hotel. A breakdown of the building occupancies, age, and
            story height is as follows:

            Building          Stories      Age      Rentable       Occupied %
            --------------------------------------------------------------------
            Firstar Bank         7        1928       72,326           86%
            Northstar East      13        1962      276,000           93%
            Northstar West      17        1962      361,000          100%

            Quoted net rents range form $7.00 to $12.00 per square foot at the
            Northstar properties and from $5.00 to $7.00 per square foot at the
            Firstar property.

Block 15    This block is primarily comprised of the First Bank Place
            development which was constructed in 1992. This 1.423 million square
            foot office tower is anchored by First Bank and IBM. First Bank
            System occupies approximately 650,000 square feet and IBM
            Corporation occupies approximately 275,000 square feet. It should be
            noted that First Bank vacated the Pillsbury Center and One Financial
            Plaza for their consolidated occupancy in this new tower. As of the
            appraisal date the property is approximately 95.2% occupied. Quoted
            net rent ranges from $15.00 to $19.00 per square foot. The property
            sold in August of 1995 for $215,000,000 or approximately $152 per
            square foot of rentable area. The buyer was Houston-based Hines
            Interests Limited Partnership and The General Motors Pension Plan.
            Hines now owns three of the most prominent office towers in
            Minneapolis; Norwest Center, First Bank Place, and the Pillsbury
            Center.

            Located in the southwest corner of the block is the Minneapolis
            Athletic Club and the WCCO Radio building. The Minneapolis Athletic
            Club was renovated in 1990 and is a popular attraction among
            Downtown business people. The WCCO Radio Building was constructed in
            1914 and contains 56,201 square feet. As of the appraisal date this
            property is 71% occupied. The property is home to WCCO Radio, the
            most prominent AM radio station in the Upper Midwest.

Block 16    This block is comprised of the Dayton's department store and the
            Radisson Plaza Hotel and Plaza VII office tower. Dayton's department
            store is the largest store in the Downtown area at approximately
            500,000 square feet. Dayton's reportedly generates over $150 million
            in annual sales out of this single store. The Radisson Plaza Hotel
            and office tower are completely surrounded by Dayton's except for
            the frontage along South 7th Street. The hotel and office tower were
            completed in 1987. The hotel is comprised of 357 rooms and 17
            stories. The office tower contains approximately 316,000 square feet
            and extends an additional 17 stories above the hotel. The primary
            tenants in Plaza VII are Arthur Anderson and the Oppenheimer, Wolff
            & Donnelly law firm. The office property is currently 92% occupied
            with quoted rental rates range from $17.00 to $20.00 per square foot
            net.


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Block 17    This block is improved entirely with the IDS Center. Since its
            construction in 1973, the IDS Center has been the visual focal point
            of Downtown Minneapolis. The IDS Center is actually a mixed use
            development containing office, retail, parking and hotel
            applications. The office portion contains approximately 1,216,728
            square feet and is currently 94% occupied. The retail component,
            comprised of the Crystal Court area, contains approximately 166,000
            square feet and is 95% occupied. In 1993, the retail area underwent
            a substantial redevelopment including the addition of TJ Maxx, Gap,
            Gap Kids, and Banana Republic in the former Woolworth's space. With
            their new store in the cater-corner IDS Center, Gap is not expected
            to renew their lease at the subject. The Marquette Inn has 285 rooms
            as well as an elegant restaurant. There is available underground
            parking for 560 cars.

Block 18    Commonly referred to as the Baker Block, this block is actually home
            to the Roanoke Building, the Investors Building, the Peavey Building
            and the Baker Building. A breakdown of the properties' specifics is
            as follows:


            Building          Stories   Age       Rentable       Occupied %
            --------------------------------------------------------------------
            Roanoke Bldg       12       1927       199,000          100%
            Investors Bldg     13       1926       396,576          100%
            Baker Bldg         12       1926        96,583           86%
            Peavey Bldg        14       1969       299,114           89%

            The quoted net rent ranges are from $8.00 to $10.00 per square foot
            at these properties.

Block 19    The east half of this block is improved with the 31 story
            Metropolitan Centre, constructed in 1987. The property measures
            627,324 square feet and is currently 92% occupied. Anchor tenants
            include Metropolitan Financial Corporation (acquired by First Bank
            System in 1994), the Rider-Bennett law firm, and Anderson
            Consulting. Quoted net rent ranges from $10.00 to $15.00 per square
            foot. The west half of the block is vacant. This block is to be
            eventually developed with the second phase of Metropolitan Centre.

Block 20    This block is comprised of LaSalle Plaza and the new YMCA. This 1.1
            million square foot office and retail development was completed in
            1991 and is anchored by the Ellerbe Becket architectural firm
            (87,096 square feet), Norwest (91,343 square feet), Minnegasco
            (104,185 square feet) and the Robbins Kaplan Miller and Cerisi Law
            Firm (129,620 square feet). The office property measures
            approximately 520,000 square feet and is 100% occupied with the
            recent additions of Norwest and Minnegasco in the summer and fall of
            1994. The building sold to the Shorenstein Company in November of
            1994 for $73,000,000 or approximately $124 per square foot of
            rentable area.


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Block 21    This block is primarily comprised of the Conservatory, a 249,000
            square foot, intended upscale retail center with office space on the
            fifth and sixth floors. The property is skyway linked over South 8th
            Street to Dayton's in two places and also has a tunnel under South
            8th Street connecting both lower levels of retail. The property,
            which opened in 1987, was developed for approximately $75,000,000 by
            a partnership of Bob Dayton, M.A. Mortensen Development Company and
            Northco, Ltd. The property never reached its potential due to the
            difficulty in floor to floor movement for patrons. The property also
            suffered from a retail standpoint in that it did not have an atrium
            to allow shoppers visual continuity between floors. In terms of
            construction quality, however, the property is clearly one of the
            best in the Downtown area. A joint venture syndication by Goldman,
            Sach's and Company of New York and J.E. Roberts Companies of
            Alexandria, Virginia paid $434,000 for the center on December 28,
            1992. The property was sold as part of a package of distressed
            properties offered by Mellon Bank. The property was resold to Irwin
            Jacobs in December of 1993 for $1,500,000. As of the appraisal date,
            the property is entirely vacant except for a three office tenants.
            Ryan Cos. has reportedly reached an agreement with Jacobs to
            demolish the property and build a 750,000 to 800,000 square foot
            office tower, preliminarily called the 800 Nicollet Mall Tower. Ryan
            has yet to announce an anchor tenant for the development.

Block 22    This block is comprised of Midwest Plaza, Medical Arts, and the
            Doctors & Professional Buildings. A breakdown of the properties'
            specifics is as follows:

            Building          Stories   Age       Rentable       Occupied %
            --------------------------------------------------------------------
            Midwest Plaza       21      1968       418,000         77%
            Medical Arts        19      1919       241,142         76%
            Drs./Professional    4      1910        39,945         47%

            The Midwest Plaza building recently sold in December of 1994 to a
            United Properties partnership. The sale price was approximately
            $25,000,000 or approximately $60 per square foot of rentable area.
            The Medical Arts Building is owned by Connecticut Mutual Life
            Insurance. This property, as well as the Foshay Tower and the
            Southgate Office Building in Bloomington were listed for sale
            throughout most of 1995. However, after receiving several low
            offers, the Downtown properties were taken off the market. The
            Doctor's and Professional Building is currently listed for sale at
            $2,250,000 or approximately $56 per square foot of rentable area.

Block 23    This block is comprised of the TCF Bank, TCF Office Tower and the
            historic Foshay Tower. A breakdown of the properties' specifics is
            as follows:

            Building          Stories   Age       Rentable       Occupied %
            --------------------------------------------------------------------
            TCF Bank            17     1980       284,902          72%
            Foshay Tower        28     1929       163,764          89%


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Block 24    Located in the southeast corner of the block is the Piper Jaffray
            Office Tower containing 725,000 square feet. The property was
            constructed in 1984 and measures 41 stories in height. The property
            is currently 98% occupied with quoted net rents ranging from $14.00
            to $16.00 per square foot. Anchor tenants include Piper Jaffray, the
            Popham Haik law firm, and Campbell-Mithun-Esty Advertising.

Block 25    This block is comprised of three office towers built between 1984
            and 1991. In the northwest corner of the block is the AT&T Tower,
            constructed in 1991. This 607,300 square foot property is anchored
            by AT&T which vacated their Edina facility in 1991. The property is
            currently 91% occupied. Major tenants include AT&T, Aetna, and
            Fallon McElligot advertising. Quoted net rent is $14.00 per square
            foot.

            International Center I and II (now called Kinnard Financial Center)
            are located in the northeast and southeast corners of the block.
            These 18 and 22 story buildings were constructed in 1984 and 1988.
            International Centre I measures 340,877 square feet, and is in
            condominium by floor ownership. The property is currently 87%
            occupied. Kinnard Financial Center is located in the southeast
            corner of the block. This property contains 271,000 square feet and
            is 17 stories in height. The property is currently 98% occupied.

            As is evidenced by this composite of applications, the core portion
            of the Downtown has primarily an office, retailing, and hotel
            orientation that is centered on the pedestrian traffic generated by
            the twelve block Nicollet Mall, the office and retail work populace,
            and the skyway system interlocking all of the major Downtown
            buildings.

            Private and public parking is abundant. The City of Minneapolis is
            the largest single operator controlling over 20,000 parking spaces
            or roughly 38% of all Downtown parking. Through the Municipal
            Parking System, the City operates 5,000 parking meters and owns
            fifteen parking ramps and nine parking lots. Several of the largest
            ramps include the Third Avenue Distributor Ramps (TAD Ramps) on the
            west edge of the Downtown and the newly constructed Jerome Haaf
            Memorial Parking Ramp adjacent to the new Federal Courts Building
            which is under construction.

            Several other recent and/or significant developments should also be
            recognized. First, in 1994, construction began on the new Federal
            Courts Building in the block bounded by South Third and Fourth
            Streets on the north and south, and Third and Fourth Avenues South
            on the east and west. The project consists of a 15-story office
            building with a one acre landscaped plaza along South Fourth Street.
            Construction completion is scheduled in the Fourth Quarter of 1996.

            Second, in late 1994, the Ninth Federal Reserve Bank broke ground on
            a new office and operations facility to be located on the west side
            of Hennepin Avenue, just south of the Mississippi River. Following
            completion, the Bank will vacate their current full-block facility
            located on Marquette Avenue and relocate to the new building. Their
            existing facility, which has 237,000 square feet in 11 above-ground
            floors and an additional 312,000 square feet in three underground
            floors, was completed in 1973. The building, which suffers from
            asbestos


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            contamination, structural deterioration, and mechanical limitations,
            is currently assessed at $9,000,000. Towle Real Estate has been
            retained by the Federal Reserve to sell the property. Only closed
            bid offers will reportedly be accepted.

            Another significant development affecting the greater Downtown
            neighborhood is the Minneapolis Convention Center, located eight
            blocks southeast of the subject property. This project was completed
            in the Fall of 1990 at a total hard cost of $103,000,000. In
            addition to the direct costs, $100,000,000 was spent on relocation
            costs and land acquisition for the five-plus block development. The
            Convention Center contains close to 750,000 square feet of
            convention space in three domed adjacent and/or conjoined exhibit
            halls. Since opening, bookings at the new Convention Center have
            been very heavy, prompting local government entities to already
            propose plans for an expansion. The City of Minneapolis is currently
            working on plans to expand the convention center by an additional
            275,000 square feet in an effort to capture more of the "Tradeshow
            200" events - the 200 largest tradeshows in the nation. The
            expansion cost is estimated at $162,000,000. The Governor voted down
            the expansion in the Spring of 1996. However, the City is determined
            to expand and the issue will be brought in front of the State
            Legislature in 1997.

            The new Minnesota Convention Center Hilton is situated across the
            street from the convention hall and was designed to complement the
            new Convention Center. This 24 story, 816 room hotel opened in the
            Winter of 1992 at a cost of $l40,000,000. To the east of the hotel
            is a new $50-$60,000,000 parking ramp and public transit facility.
            This ramp opened in the fall of 1992.

            Except for questions concerning the continued viability of
            retailing, Downtown Minneapolis has firmed up its office space
            situation and is in the midst of experiencing a major rental
            correction in the owner's/landlord's favor. As a business location,
            Downtown Minneapolis continues to be the most important commercial
            center in the region.


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LAND SALES COMPARISON APPROACH
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Land value may be estimated through the application of several techniques
including the following:

            o Direct Sales Comparison Approach
            o Allocation
            o Extraction
            o Subdivision Development
            o Land Residual Technique
            o Ground Rent Capitalization

The most common method of valuing land in this market involves the Direct Sales
Comparison Approach. This approach produces an estimate of value by comparing
the prices paid, asked and offered in the marketplace on parcels that are as
similar as possible to the property being appraised. This approach is considered
the most appropriate method of valuation as there are an adequate number of
recent land transactions from which a supportable land value estimate can be
derived. The most common element of comparison in this market is the price per
square foot.

Activity among Downtown land parcels has been limited in recent years due to the
lack of development opportunities that resulted from the overbuilding of almost
every type of commercial property during the late 1980's and early 1990's. The
appraisers have analyzed the most recent land sales that have a reasonable
proximity to the Downtown core area. The land sales have been outlined and
summarized as follows:


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Land Sale Comparable No. 1

================================================================================


                                [GRAPHIC OMITTED]


================================================================================

Name:                   Curtis Ramp Site
Location:               930 Fourth Avenue South, Minneapolis, MN
Legal Description:      SW'ly 135' of Lots 3,4,5, and 6, and SW'ly 135' of the
                        SE'ly 25' of Lot 2, Block 6, Snyder and Cos. First
                        Addition to Minneapolis, Hennepin County, MN
Sale Date:              December, 1991
Shape/Dimensions:       Rectangular, 135' along Fourth Avenue South x 245' along
                        South 10th Street
Land Area:              33,075 square feet, or 0.76 acres
Block Percentage:       30%
Zoning:                 B4-2, Central Retail District
Seller:                 Colonade Limited Partnership
Buyer:                  LST Properties
Sale Price:             $1,115,000 ($800,000 purchase price, $240,000 of
                        demolition costs and $75,000 option termination to Kirt
                        Woodhouse)
Price/Square Foot:      $33.7l


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Land Sale Comparable No. 1

Sale Terms:             Cash
Comments:               This property is located three blocks east and three
                        blocks south of Gaviidae I in the northwest corner of
                        the South 10th Street and Fourth Avenue South
                        intersection. The property is considered inferior in
                        access and exposure given its distance from the core.
                        This parcel, along with the whole block parcel to the
                        south, were assembled by Colonade Ltd. Partnership
                        (Trammell Crow). The whole block parcel was later sold
                        to IDS for development of a computer operations center.
                        This parcel (The Curtis Ramp Site) previously sold to
                        Colonade Ltd. Partnership for $2,135,000 in April of
                        1987. This most recent sale price indicates a decrease
                        in value of (48%) since the previous transaction in
                        April, 1987.


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Land Sale Comparable No 2

================================================================================


                                [GRAPHIC OMITTED]


================================================================================

Name:                   Ritz Block
Location:               301 Nicollet Mall, Minneapolis, MN
Legal Description:      PID No. 22-029-24-44-0013, Hennepin County, MN
Sale Date:              December, 1991
Shape:                  Square, 330' x 330', on all four street boundaries
Land Area:              108,900 square feet, or 2.50 acres
Block Percentage:       100%
Zoning:                 B4-1, Central Retail District
Seller.                 The Landmarks Group
Buyer:                  OLAF Properties (OPUS)
Sale Price:             $4,500,000
Price/Square Foot:      $41.32
Sale Terms:             Cash Sale

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Land Sale Comparable No. 2

Comments:               This full block parcel is located directly north of
                        Gaviidae I. The property is leased by the City of
                        Minneapolis for the operation of a daily/hourly surface
                        parking lot. The property was purchased by Minneapolis
                        Ritz Associates in December, 1986 for $7,500,000. At the
                        time, the property consisted of a seventeen story, 303
                        room hotel with an attached 250 car parking ramp.   The
                        building improvements were razed in mid-1990. Total
                        demolition costs for the hotel and ramp were reported to
                        be $1,131,160. The combined purchase price and
                        demolition costs thus totaled $8,631,610 for an
                        indicated land value of $79.26 per square foot. This
                        sale indicates a decrease of value of approximately
                        (48%) over the seller's ownership period.


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Land Sale Comparable No. 3

================================================================================


                                [GRAPHIC OMITTED]


================================================================================

Name:                   Marquette Building
Location:               400 Marquette Avenue, Minneapolis, MN
Legal Description:      Lots 8-14, Johnson's Subdivision of Part of Block 80,
                        Hennepin County, Minnesota
Sale Date:              June, 1992
Shape/Dimensions:       Rectangular, 100' along South Fourth Street x  157.15'
                        along Marquette Avenue
Land Area:              15,715 square feet, or .36 acres
Block Percentage:       14.9%
Zoning:                 B4-2, Central Retail District
Seller:                 Travelers Insurance Company
Buyer:                  LST Properties
Sale Price:             $990,000 ($700,000 purchase price plus $215,000 for
                        demolition, $15,000 for removal, and $60,000 to buy out
                        a long-term lease)
Price/Square Foot:      $63.00
Sale Terms:             Cash


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Land Sale Comparable No. 3


Comments:               This property is located in the block immediately north
                        of Gaviidae II in southwest corner of South Fourth
                        Street and Marquette Avenue. Although somewhat dated, it
                        illustrates the extreme depreciation Downtown real
                        estate has experienced in the early 1990's. This
                        five-story office building was purchased for demolition
                        and redevelopment as a two-level parking structure. It
                        also sold as improved in November of 1984 for
                        $6,550,000.


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Land Sale Comparable No. 4

================================================================================


                                [GRAPHIC OMITTED]


================================================================================

Name:                   Nicollet Hotel Block
Location:               235 Hennepin Avenue, Minneapolis, MN
Legal Description:      Lengthy, retained in appraisers' files.
Sale Date:              April, 1993
Shape:                  Irregular
Land Area:              74,378 square feet, or 1.71 acres
Block Percentage:       68.3%
Zoning:                 B4-l, Central Retail District
Seller:                 Nicollet Land, Inc. (Chase Manhattan Bank)
Buyer:                  City of Minneapolis
Sale Price:             $2,500,000
Price/Square Foot:      $33.61
Sale Terms:             Cash


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Land Sale Comparable No. 4

Comments:               This property is located three blocks north and one
                        block west of Gaviidae II between Nicollet Avenue and
                        Hennepin Avenue, and between Washington Avenue and Third
                        Street South. The sales price included $225,000 that was
                        escrowed by the seller to clean up some limited
                        pollution and provide some new fill. The south half of
                        this block sold in May of 1988 for $2,610,000, or $64.36
                        per square foot. This indicates a depreciation rate of
                        (9.72%) over the 59 month time period between sales. The
                        lot is currently used for surface parking. The City of
                        Minneapolis bought the site for the future development
                        of a light rail transit commuter station.


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Land Sale Comparable No. 5

================================================================================


                                [GRAPHIC OMITTED]


================================================================================

Name:                   Augsburg Fortress Publishing Block
Location:               426 South 5th Street, Minneapolis, MN
Legal Description:      Lots 2-8, Block 76, Town of Minneapolis, Hennepin
                        County, MN, PID Nos. 26-029-24-22-0017, -0018, -0019 and
                        -0020
Sale Date:              The purchase agreement was signed in the Second Quarter
                        of 1996. The closing is scheduled to occur in the Fourth
                        Quarter of 1996.
Shape:                  Irregular, approximately 264 along 5th Street South and 
                        330' along 5th Avenue South
Land Area:              71,610 square feet, or 1.64 acres (without vacated 
                        alley)
Block Percentage:       65.8%
Zoning:                 B4-l, Central Retail District (43% of site) B4C-2,
                        Central Commercial District (57% of site)
Seller:                 Augsburg Fortress Publishing Company
Buyer:                  Hennepin County
Sales Price;            $8,250,000
Price/Square Foot:      $115.21 (w/o demolition)
                        $119.40 (w/ demolition estimated at $300,000)


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Land Sale Comparable No. 5

Comments:               This property is located four blocks east and one block
                        north of Gaviidae II. The property is improved with four
                        older, three and four story structures with a gross
                        building area of 242,000 square feet. The buyer,
                        Hennepin County, owns the remaining three lots in the
                        block. The property was acquired for the new Hennepin
                        County Jail. Although the County ultimately could have
                        condemned the property, the seller was reportedly
                        willing to sell evidencing an arms length transaction.


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Land Sale Comparable No. 6

================================================================================


                                [GRAPHIC OMITTED]


================================================================================

Name:                   The Conservatory Site
Location:               800 Nicollet Mall
                        Minneapolis, MN
Legal Description:      Tracts A, B and E, Registered Land Survey No. 1625,
                        Files of Registrar of Titles, County of Hennepin, State
                        of Minnesota. PID Nos. 27-029-24-12-0012, -0013, and
                        -0015.
Sale Date:              See comments - purchase option dated May of 1996
Shape:                  Generally rectangular with 330 feet on the Nicollet Mall
Land Area:              52,295 square feet, or 1.64 acres (Per public records)
Block Percentage:       48%
Zoning:                 B4-2, Central Retail District
Seller:                 Jacobs Realty II, Inc.
Buyer:                  Ryan Cos. et al
Sales Price:            See Comments


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Land Sale Comparable No. 6

Comments:               This property is located two blocks south of Gaviidae I
                        on the west side of the Nicollet Mall. The development,
                        which included a vertical specialty center and a
                        historically designated/renovated office building was
                        developed in 1987 at a reported cost of $75,000,000.
                        Since opening, the property struggled enormously. The
                        property has transacted twice in the last five years. In
                        December or 1992, a joint venture of Goldman Sachs & Co.
                        of New York and J.E. Roberts Cos. of Alexandria,
                        Virginia purchased the center from Mellon Bank for
                        $434,000. The complex was purchased as part of a package
                        of distressed real estate from Mellon Bank.

                        In December of 1993, Irwin Jacobs, a local investor
                        purchased the property for $1,500,000. By that time the
                        retail component was approximately 50% occupied with
                        most tenants paying rent based on a percent of gross
                        sales. 

                        According to local sources, Ryan entered into a purchase
                        option in May of 1996 whereby they will pay the seller
                        $1 million for a 1/7 interest in the property. Within
                        one year, Ryan has the option of purchasing the
                        remaining 6/7 interest for $9 million. The total value
                        would then be $10 million or $191.22 per square foot.
                        Demolition is estimated at approximately $2,000,000
                        bringing the total reported price to $12 million or
                        roughly $230 per square foot.


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Land Sale Comparable No.7

================================================================================


                                [GRAPHIC OMITTED]


================================================================================

Name:                   Doctors & Professional Building
Location:               82 South 9th Street and 818 Marquette Avenue
                        Minneapolis MN
Legal Description:      PID Nos 27-029-24-11-0069 and 0070, Hennepin County, MN
Sale Date:              Current Listing
Shape:                  Irregular, approximately 165' along 9th Street South and
                        approximately 165' along Marquette Avenue
Land Area:              22,973 square feet, or 0.527 acres
Block Percentage:       21%
Zoning:                 B4-2, Central Retail District
Seller:                 Principal Financial Group
Listing Price:          $2,900,000 ($2,250,000 plus $650,000 for demo & 
                        environmental)
Price/Square Foot:      $126.24


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Land Sale Comparable No.7

Comments:               This parcel is located two blocks south of Gaviidae I in
                        the northwest corner of the intersection of 9th Street
                        South and Marquette Avenue. The property is improved
                        with two older, low story structures conjoined as one
                        operating building. The buildings were constructed in
                        1911 and 1912. Given the age and condition of the
                        improvements, the listing is regarded as a land sale.
                        The seller indicated that the property was first listed
                        at $2,250,000 in October of 1995 and four offers had
                        been received, although none at terms acceptable to the
                        seller. The seller estimates that an additional $650,000
                        would be required to demolish and remove the out-dated
                        buildings and deal with some minor environmental
                        problems. One of the bidders would operate the property
                        as a surface parking lot.


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                     PAGE 57
- --------------------------------------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>
GAVIIDAE I & GAVIIDAE/DAIN BOSWORTH PLAZA
VALUATION DATE: JANUARY 1, 1997
DOWNTOWN LAND COMPARABLES
- ------------------------------------------------------------------------------------------------------------------------------------
COMP NO.                    1           2           3            4            5             6            7    SUBJECT        SUBJECT
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                <C>         <C>         <C>         <C>           <C>         <C>           <C>         <C>         <C>      
PROPERTY:              CURTIS  RITZ HOTEL   MARQUETTE     NICOLLET     AUGSBURG      CONSERV-   DOCTOR'S & GAVIIDAE I    GAVIIDAE II
                    RAMP SITE       BLOCK    BUILDING  HOTEL BLOCK     FORTRESS    ATORY SITE    PROF BLDG       SAKS    DAIN/NEIMAN
                                                      
ADDRESS:                  930         301         400          235          426           800           82  601 & 629            501
                       FOURTH    NICOLLET   MARQUETTE     HENNEPIN    SOUTH 5TH      NICOLLET  SOUTH NINTH   NICOLLET       NICOLLET
                   AVE. SOUTH        MALL  AVE. SOUTH   AVE. SOUTH       STREET          MALL       STREET       MALL           MALL
                                                      
INTENDED USE:         SURFACE     SURFACE     SURFACE      SURFACE       COUNTY        OFFICE      UNKNOWN     RETAIL      MIXED USE
                      PARKING     PARKING     PARKING      PARKING         JAIL         TOWER                          OFFICE/RETAIL
                                                                                
SALE DATE:             Dec-91      Dec-91      Jan-92       Apr-93       Dec-96        May-96      CURRENT
                                                                                                   LISTING
                                                      
LAND AREA                                                                       
- - SQUARE FEET:         33,075     108,900      15,715       74,378       71,610        52,295       22,973     65,635         57,837
- - ACRES:                 0.76        2.50        0.36         1.71         1.64          1.20         0.53       1.51           1.33
                                                      
ZONING:                  B4-2        B4-1        B4-2         B4-1       B4-1 &          B4-2         B4-2       B4-2           B4-2
                                                                          B4C-2
                                                      
% OF TYPICAL BLOCK:       30%        100%         14%          68%          66%           48%          21%        60%            53%
                                                      
CASH EQUIVALENT                                                                 
SALE PRICE:        $1,115,000  $4,500,000    $990,000   $2,500,000   $8,550,000  $9,000,000 to   $2,900,000
                                                                                  $12,000,000
                                                      
SALE PRICE/SF LAND:    $33.71      $41.32       $6300       $33.61      $119.40     $172.10 to     $126.24
                                                                                    $229.47
                                                      
# OF MONTHS TO                                                                  
APPRAISAL DATE:            63          63          57           47            2             0            0
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>                                                                       


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                     PAGE 58
- --------------------------------------------------------------------------------
<PAGE>

                                [GRAPHIC OMITTED]


                     [MAP: DOWNTOWN DISTRICT OF MINNEAPOLIS]
<PAGE>

                               [GRAPHIC OMITTED]

                                     [MAP]
<PAGE>

LAND SALES COMPARISON APPROACH (continued)
- --------------------------------------------------------------------------------

SUMMARY

To estimate the value of the Gaviidae I and Gaviidae II land, the appraisers
have reviewed both current and historical land transactions as well as recent
offerings. It should be noted that the appraisers do not consider Brookfield's
purchase of the leased fee estate interest in the Dain Ground Lease to be an
arm's length transaction. This lease was struck in 1988 during the peak of the
market and since that time, conditions have changed considerably.

With the downturn in the office and retail markets in the late 1980's and early
1990's, very few land transactions have occurred in the Downtown core or
periphery. Included in this analysis are four older land sales, one current
listing in the core, and a purchase option also located in the core. A recap is
as follows:

- --------------------------------------------------------------------------------
                                        # of Blocks
    Sale  Sale                           From 100%        Land
    No.   Date        Property          Corner (1)     Area-sf     Price/sf
- --------------------------------------------------------------------------------
    1     Dec. 1991   Curtis Ramp            5          33,075       $33.71
    2     Dec.1991    Ritz Block             4         108,900       $41.32
    3     June 1992   Marquette Bldg         3          15,715       $63.00
    4     April 1993  Nicollet Hotel         4          74,378       $33.61
    6     May 1996    Conservatory           0          52,295      $172.10 to
                                                                    $229.47
    7     Listing     Dr's & Prof. Bldg      1          32,973      $126.24
- --------------------------------------------------------------------------------

(1)   Corner of Nicollet Mall & Seventh Avenue South

It is difficult to compare several of these sales to the subject given their age
and distance from the core. Comparable Nos. 1 through 4 were purchased for
interim use parking lot applications. They occurred when the office market was
at its lowest point. They are not considered to be fully representative of the
subject land's current market value. Undoubtedly, central core land values have
increased dramatically as the Class A market has strengthened. As of the Second
Quarter 1996, the Class A market is 96.1% occupied. The overall Downtown market
is 90.5% occupied, the highest level since Towle began its survey in 1983. As a
result, the question is not 'when will a new office tower be built', but 'where
will the new office tower(s) be built.' Three developers; Ryan, Opus and
Brookfield LePage are in the process of securing anchor tenants for their next
development. In addition, plans for Phase II of the Metropolitan Centre are in
process.

In contrast to the prices paid for land parcels during the early 1990's, average
Downtown land sites were selling well above $100 per square foot during the
mid-to late 1980's. For example, the First Bank Place office tower located at
South Sixth Street and Second Avenue South was completed in 1992 and constructed
on a 1.56 acre land parcel that was assembled for $16,820,000, or $248.15 per
square foot. This land parcel assemblage occurred in the late 1970's and
represents the peak price paid for land Downtown in an arms-length transaction.


- --------------------------------------------------------------------------------
            GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II LUNZ MASSOPUST REID
                            DeCASTER & LAMMERS, INC.
                                     PAGE 60
- --------------------------------------------------------------------------------
<PAGE>

LAND SALES COMPARISON APPROACH (continued)
- --------------------------------------------------------------------------------

SUMMARY (continued)

The Metropolitan Centre office tower located at Fourth Avenue South and South
Seventh Street was purchased for $19,238,163, or $176.66 per square foot in
January of 1985. This parcel is 2.50 acres, or 108,900 square feet which
represents a full Downtown city block. The east half of this parcel was
developed in 1987 and there are currently preliminary plans for the construction
of the second office tower on the remaining half of the block.

A one-half acre parcel located at South Fifth Street and Fourth Avenue South was
purchased in October of 1990 for $2,687,187, or $123.38 per square foot. This
parcel was purchased for the development of a combination new drive-in bank and
parking ramp.

These land sales demonstrate the prices that were paid in the Downtown area for
viable development opportunities when the market was considered to be on the up
trend and both anchor and small tenant rental rates were at levels that could
support the cost of new construction. As the market is now at or near this same
level of feasibility, it is reasonable to place some weight on these older
sales. Also, there is no shortage of potential development sites in Downtown
Minneapolis, and the probable locations for the next generation of office tower
construction is easily recognizable.

Between 1990 and 1992 the Class A competitive office market increased 32% from
9,600,000 square feet to 12,700,000 square feet with the completion of four new
office towers. This resulted in an all-time high vacancy rate of 22.6% in the
second quarter of 1992. However, since that time over 3,190,000 square feet of
space has been absorbed. According to Towle Real Estate, overall vacancy is 9.4%
as of the Second Quarter of 1996. Class A vacancy is at an all time low of 3.8%.

Two building sales have occurred in Downtown Minneapolis within the past several
years that could be viewed as being purchased for land value primarily. The
first is the Physicians and Surgeons Building located at 59 South Ninth Street,
three blocks south of Gaviidae I and facing Nicollet Mall. It was built in
1910/1915 with reinforced concrete construction and was considered to be in poor
to fair condition at the time of sale. This building sold in January of 1994 for
$980,000. The estimated demolition costs were $676,000 indicating a total price
of $1,656,000, or $79.10 per square foot of land area. As of the appraisal date,
this sale is over three years old and a much higher price would be expected
today.

The second building sale is the Rand Tower located at South Fifth Street and
Marquette Avenue, two blocks east of the subject. It was built during the late
1800s/early 1900s and sold in December of 1993. The property was approximately
50% occupied at the time of sale and suffers from functional obsolescence due to
its small floor plates. It sold for $3,003,250 with favorable financing. Based
on a cash equivalent price of $2,900,000 or approximately $170 per square foot
of land area. Clearly, the buyer attributed some value to the improvements.
However, it is likely that a majority of the value was comprised in the
underlying land value as the building required substantial modernization.


- --------------------------------------------------------------------------------
            GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II LUNZ MASSOPUST REID
                            DeCASTER & LAMMERS, INC.
                                     PAGE 61
- --------------------------------------------------------------------------------
<PAGE>

LAND SALES COMPARISON APPROACH (continued)
- --------------------------------------------------------------------------------

SUMMARY (continued)

The subject land parcels, and particularly the Gaviidae I parcel, are well
located given their adjacency to the Nicollet Mall and its focus at the center
core of Downtown Minneapolis. Gaviidae I is located in the northeast quadrant of
South 7th Street and the Nicollet Mall; the 100% corner. Neighboring uses
include the IDS Center, City Center and the Dayton's Department Store. It is
likely that the Dain Plaza/Gaviidae II property would have a lower value than
the Gaviidae I parcel as land values tend to moderate from this corner as a
function of distance.

The Gaviidae I parcel would clearly be considered one of the premier development
sites in Downtown Minneapolis. A market value of $200 per square foot is
considered reasonable for this site. Support for this is available in reviewing
the Ryan purchase offer on the Conservatory site just two blocks to the south.

The Dain/Gaviidae II parcel would be worth slightly less given its more removed
distance from the South Seventh Street and Nicollet Mall corner. Furthermore,
both office and retail development essentially end at South Fifth Street which
forms the subject's northern border. A value of approximately $150 per square
foot would be considered reasonable for the Gaviidae II parcel.

These land value estimates are clearly higher than some of the most recent land
sales. However, they are considered to be appropriate given the upturn in the
office market and the properties' premier location in the Downtown area. It
should be noted that the 1997 assessed land value for Gaviidae I and Gaviidae II
are $200 and $140 per square foot, respectively. The land parcels can now be
valued as follows:

================================================================================
                                   Gaviidae I

                              Estimated          Indicated
      Land Area - SF    x     Value/SF    =      Value
      -------------------------------------------------------
      65,635            x     $200        =      $13,127,000
      Estimated Market Value of
      the Subject Land  -     rounded to,        $l3,000,000
                                                 ===========

================================================================================

================================================================================
                              Dain Plaza/Gaviidae II

                              Estimated          Indicated
      Land Area - SF    x     Value/SF    =      Value
      --------------    -     --------    -      -----

      57,837            x     $150        =      $8,675,550
      Estimated Market Value of
      the Subject Land  -     rounded to,        $8,675,000
                                                 ==========

================================================================================


- --------------------------------------------------------------------------------
            GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II LUNZ MASSOPUST REID
                            DeCASTER & LAMMERS, INC.
                                     PAGE 62
- --------------------------------------------------------------------------------
<PAGE>

================================================================================

                              DAIN PLAZA & GAVIIDAE II

================================================================================


- --------------------------------------------------------------------------------
              GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II LUNZ MASSOPUST
                          REID DeCASTER & LAMMERS, INC.
                                     PAGE 63
- --------------------------------------------------------------------------------
<PAGE>

                                [GRAPHIC OMITTED]


                                     [PHOTO]
<PAGE>

SUMMARY OF SALIENT FACTS AND CONCLUSIONS
- --------------------------------------------------------------------------------

The Property:           Dain Plaza & Gaviidae II
                        Downtown Minneapolis, Minnesota

Valuation Date:         March 1, 1997

Dates of Inspection:    February 18, 1997 as well as numerous times before and
                        after

Land Area:              57,837 square feet, or 1.33 acres

Percent of Typical
Downtown Block:         53% (typical Downtown block contains 108,900 sf)

Floor Area Ratio:       18.5 to 1 (rentable area including gross parking ramp
                        area/land area-square feet)

Building Areas:         ------------------------------------------------
                                         GBA-sf       RA-sf      GLA-sf
                        ------------------------------------------------
                        Dain Plaza       683,807     592,953           0
                        Neiman Marcus    119,271           0     119,271
                        Gaviidae II      264,311           0      69,593
                        ------------------------------------------------
                        Totals         1,067,389     592,953     188,864
                        ------------------------------------------------

Flood Zone Designation: Zone C, Areas of Minimal Flooding
Community Panel Number: 270172-0006 B
Census Tract Number:    46
Zoning:                 B4-2, Central Retail District

Tenant Composite:

DAIN PLAZA
- --------------------------------------------------------------------------------
                                                  Expiration       Term
Major Tenants                Area-sf  % of RA        Date      Remaining-Yrs
- --------------------------------------------------------------------------------
Inter-Regional Financial     207,262    35.0%      12/01/06        9.75
Decision Systems, Inc.        38,518     6.5%      12/15/00        3.79
Martin Williams               57,653     9.7%      11/30/04        7.75
Marquette Bancshares          43,064     7.3%       5/06/02        5.18
- --------------------------------------------------------------------------------
Total Anchor Tenants         346,497   511.4%
Other non-anchor tenants     208,753    35.2%
Vacant Area                   37,703     6.4%
- --------------------------------------------------------------------------------
Total Rentable               592,953   100.0%
- --------------------------------------------------------------------------------

GAVIIDAE II
- -------------------------------------------------------------------------------
                                   % of     Expiration      Remain.
Major Tenants          Area-sf      GLA         Date       Term-Yrs
- -------------------------------------------------------------------------------
Neiman Marcus          119,271    63.2%       1/2004          7.08
- -------------------------------------------------------------------------------
Total Anchors          119,271    63.2%                                     %
                                             Occupied       Vacant       Vacant
                                          -------------------------------------
Food Court              12,031     6.4%        5,561         6,470        53.8%
In-Line Retail          57,562    30.5%       39,153        18,409        32.0%
- --------------------------------------------------------------------------------
Totals                 188,864   100.0%                     24,879        13.2%
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
              GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II LUNZ MASSOPUST
                          REID DeCASTER & LAMMERS, INC.
                                     PAGE 65
- --------------------------------------------------------------------------------
<PAGE>

SUMMARY OF SALIENT FACTS AND CONCLUSIONS (continued)
- --------------------------------------------------------------------------------

Year Built:             1989-1992 (initial occupancy in late 1991 and early
                        1992)

Value Indications:

Estimated Market Value
Of the Land:            $ 8,675,000 ($150/sf of total area as rounded)

Estimated Market Value
of the Subject Property
by the Cost Approach:   $96,000,000

Estimated Market Value
of the Subject Property
by the Sales Comparison
Approach:               Office Tower Only: $85,000,000 ($143/sf of RA, as
                        rounded)

Estimated Market Value
of the Subject Property
by the Income Approach: Office Tower: $86,000,000 ($145/sf of RA, as rounded)
                        Retail/parking: $0

================================================================================

                        Final Value Estimate $86,000,000

================================================================================


- --------------------------------------------------------------------------------
              GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II LUNZ MASSOPUST
                          REID DeCASTER & LAMMERS, INC.
                                     PAGE 66
- --------------------------------------------------------------------------------
<PAGE>

================================================================================
                              PRESENTATION OF DATA
================================================================================


- --------------------------------------------------------------------------------
              GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II LUNZ MASSOPUST
                          REID DeCASTER & LAMMERS, INC.
                                     PAGE 67
- --------------------------------------------------------------------------------
<PAGE>

IDENTIFICATION OF THE PROPERTY
- --------------------------------------------------------------------------------

Dain Plaza/Gaviidae II is a mixed-use office and retail development located in
the Downtown core of Minneapolis, Minnesota. The property consists of a
40-story, 592,953 rentable square foot Class A office tower, a 119,271 square
foot department store occupied by Neiman Marcus, and a 69,593 square foot, four
level, vertical retail mall. Three subterranean levels provide for off street
parking and a central loading dock serving the tower and retail components.
There is available valet only parking for 210 vehicles.

The office portion, or Dain Plaza, is named after the anchor tenant, Dain
Bosworth, a regional brokerage and investment banking firm operating under their
parent, Inter-Regional Financial (IFG). IFG is one of the largest regional
brokerage and investment banking companies in the United States. IFG is publicly
traded on the New York Stock Exchange and has a market capitalization of
$500,000,000. The tenant occupies 207,062 square feet or 35% of the tower's
rentable area.

The specialty retail portion is referred to as Gaviidae II. There are 18 tenants
in this high quality retail center. The Neiman Marcus department store (119,271
sf) anchors the specialty retail component on the north end of the development.

The development is situated on a 57,837 square foot land parcel in the
Minneapolis Central Business District. The property is located at the
intersection of South 6th Street and the Nicollet Mall, one block north of the
100% corner, Downtown's most central core intersection. The property was
constructed between 1990 and 1992 with initial occupancy in the Fourth Quarter
of 1991. The property is skyway linked on the second and fourth floors with the
Gaviidae I development located immediately to the south, across South Sixth
Street. Other skyways connect the subject with the F&M Building, the 510
Marquette Building, and the Nicollet Center. The property is located within two
blocks of several major retail developments including City Center and the
Dayton's Department Store.

LEGAL DESCRIPTION
- --------------------------------------------------------------------------------

According to information provided by the owner, the subject property, which is
located in Hennepin County, Minnesota, is legally identified as follows:

Parcel 1:   Lots 1, 2, 9 and 10, and the Northwesterly 23 feet (front and
            rear) of Lots 3 and 8, all in Block 87, Town of Minneapolis (now
            City of Minneapolis); also the Northwesterly 1/2 of the alley
            running through the center of said Block 87, from 5th Street to 6th
            Street (being streets in the City of Minneapolis), the Northwesterly
            boundary line of which alley is parallel to and 23 feet
            Southeasterly from the Northwesterly line of said Lots 3 and 8, in
            said Block 87; it being intended hereby to embrace the
            Northwesterly1/2of said Block 87.

            Abstract Property.


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              GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II LUNZ MASSOPUST
                          REID DeCASTER & LAMMERS, INC.
                                     PAGE 68
- --------------------------------------------------------------------------------
<PAGE>

LEGAL DESCRIPTION (continued)
- --------------------------------------------------------------------------------

Parcel 2:   The Northwesterly 10 feet of the following described property:

            All that part of Block 87 in the original town of Minneapolis (now a
            part of the City of Minneapolis) bounded and described as follows,
            to-wit: Commencing at the most Easterly corner of said Block 87
            being the corner formed by the intersection of the Southwesterly
            boundary line of Fifth Street with the Northwesterly boundary line
            on First Avenue South (now Marquette Avenue and formerly Minnetonka
            Street) in the City of Minneapolis; thence running Southwesterly
            along the line dividing said Marquette Avenue from said Block 87 a
            distance of 165 feet, more or less, to an intersection with a line
            drawn through the center of said Block 87 parallel with and equally
            distant from the Northeasterly boundary line of Sixth Street and the
            Southwesterly boundary line of Fifth Street; thence running
            Northwesterly along said line drawn through the center of Block 87 a
            distance of 165 feet; thence Northeasterly and parallel with the
            said Northwesterly boundary line of said Marquette Avenue a distance
            of 165 feet, more or less, to the Southwesterly boundary line of
            Fifth Street at a distance of 165 feet Northwesterly from the
            Northeasterly corner of said Block 87; thence Southeasterly along
            said line dividing said Fifth Street from said Block 87 a distance
            of 165 feet to the point of beginning, according to the plat thereof
            on file and of record in the office of the County Recorder, in and
            for Hennepin County, Minnesota.

            Abstract Property.

Parcel 3:   The Northwesterly 10 feet of the Southeasterly Half (SE'ly 1/2)
            front and rear of Lot Three (3), Block Eighty-seven (87), Town of
            Minneapolis, and the Southwesterly Half (SW'ly 1/2) front and rear
            of the Southeasterly Half (SE'ly 1/2) front and rear of the vacated
            alley in said block, according to the recorded plat thereof, and
            situated in Hennepin County, Minnesota.

            Being registered land as is evidenced by Certificate of Title
            No.82330.

            Together with appurtenant easements and rights and subject to
            easements, rights, restrictions and reservations burdening said real
            estate, all of record.


- --------------------------------------------------------------------------------
              GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II LUNZ MASSOPUST
                          REID DeCASTER & LAMMERS, INC.
                                     PAGE 69
- --------------------------------------------------------------------------------
<PAGE>

PLAT MAP

The following plat map has been included for visual reference.

================================================================================


                                [GRAPHIC OMITTED]


================================================================================


- --------------------------------------------------------------------------------
              GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II LUNZ MASSOPUST
                          REID DeCASTER & LAMMERS, INC.
                                     PAGE 70
- --------------------------------------------------------------------------------
<PAGE>

REAL ESTATE TAXES
- --------------------------------------------------------------------------------

The subject property's tax code identification number PID) is 22-029-24-40-0059.
The property is assessed by the Minneapolis Assessor in the name of DB Holdings,
Incorporated. This is reportedly a Brookfield LePage related company. The
property is taxed on an ad valorem or property value basis. A historical outline
of the subject property's assessed values and taxes payable are as follows:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
ASSESSOR'S ESTIMATED      LAND     BUILDING        TOTAL     VALUE/    SUBSEQUENT   TAX/SF  EFF. TAX
MARKET VALUE AS OF       VALUE +    VALUE =        VALUE     SF (2)    YEAR'S TAX     (2)    RATE
- ----------------------------------------------------------------------------------------------------

<S>                   <C>         <C>          <C>          <C>        <C>          <C>      <C>
JANUARY 2, 1991      $11,550,000  $29,450,000  $41,000,000   $52.44

JANUARY 2, 1992       $9,530,000  $50,470,000  $60,000,000   $76.74    $3,783,697   $4.84    6.31%

JANUARY 2, 1993       $8,375,000  $59,425,000  $67,800,000   $86.72    $4,341,948   $5.55    6.40%

JANUARY 2, 1994       $7,220,000  $60,580,000  $67,800,000   $86.72    $4,489,788   $5.74    6.62%

JANUARY 2, 1995       $7,220,000  $60,580,000  $67,800,000   $86.72    $4,563,091   $5.84    6.73%

JANUARY 2, 1996       $7,220,000  $75,280,000  $82,500,000  $105.52    $5,425,226   $6.94    6.58%

JANUARY 2, 1997(1)    $7,550,000  $74,950,000  $82,500,000  $105.52
- ----------------------------------------------------------------------------------------------------
</TABLE>

SOURCE:     HENNEPIN COUNTY ASSESSOR'S OFFICE
            PID NO. 22-029-24-44-0059

(1)   AEMV Subject to change . final posting in March, 1997
(2)   Combined rentable/leasable area of 781,817 square feet
      Office rentable area: 592.953 sf
      Retail gross leasable area: 188,864 sf
- --------------------------------------------------------------------------------

With an improving office market, the subject's assessed value increased 21.7%
between 1995 and 1996. This is below an average 27% value increase experienced
among the other top 14 Class A properties over the same time period. Real Estate
Taxes will be discussed in greater detail in the Income Approach section of this
report.

It should be noted that in Minnesota, real estate taxes are paid in the year
following the assessment date. For example, the 1997 payable taxes are based on
the Assessor's Estimated Market Value as of January 2, 1996.


- --------------------------------------------------------------------------------
              GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II LUNZ MASSOPUST
                          REID DeCASTER & LAMMERS, INC.
                                     PAGE 71
- --------------------------------------------------------------------------------
<PAGE>

SPECIAL ASSESSMENTS
- --------------------------------------------------------------------------------

The subject property is subject to four special assessments. Two of the
assessments are for Nicollet Mall related capital improvements and two are for
the maintenance of the Nicollet Mall. It should be noted that the Nicollet Mall
Service Charge Assessment is not based on a declining principal payoff. Rather,
the charge is based in part on the value of the commercial real estate in the
Nicollet Mall area. According to the Minneapolis Department of Assessments, the
charge is recalculated every year and allocated to all properties, on an ad
valorem basis, within the Nicollet Mall benefit area. The Nicollet Mall
Maintenance Fee represents the on-going cost to maintain the Nicollet Mall. The
subject's 1997 assessment is $59,212.05. This figure is calculated each year and
allocated to all properties within the same benefit area. A breakdown of the
special assessment payoff schedule is included in the Addenda of this report. A
summary is offered below:

                        ------------------
                                   GRAND
                                   TOTAL
                                  SPECIAL
                                ASSESSMENT
                                 PER YEAR
                        ------------------
                        YEAR          $
                        1979    $24.884.93
                        1980    $24.856.41
                        1981    $24,827.90
                        1982    $24,799.38
                        1983    $24,770.87
                        1984    $24,742.35
                        1985    $24,713.83
                        1986    $24,685.32
                        1987    $24.656.80
                        1988    $24,628.28
                        1989    $24,599.77
                        1990    $70,597.32
                        1991    $70,568.81
                        1992    $70,540.29
                        1993    $70,511.77
                        1994    $70,483.26
                        1995    $70,454.74
                        1996    $70,426.22
                        1997   $129,609.76
                        1998   $130,173.36
                        1999   $106,428.28
                        2000   $107,032.30
                        2001   $107,642.37
                        2002   $108,258.53
                        2003   $108,880.85
                        2004   $109,509.40
                        2005   $110,144.24
                        2006   $110,785.42
                        2007   $111,433.01
                        2008   $112,087.08
                        2009   $112,747.69
                        2010    $67,388.84
                        2011    $68,062.72
                        ------------------


- --------------------------------------------------------------------------------
              GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II LUNZ MASSOPUST
                          REID DeCASTER & LAMMERS, INC.
                                     PAGE 72
- --------------------------------------------------------------------------------
<PAGE>

DESCRIPTION OF THE LAND
- --------------------------------------------------------------------------------

The Gaviidae II site is a rectangular land parcel Occupying the west/northwest
most +/-60% of one of the clearly defined core blocks of Downtown Minneapolis.
This places the subject land at the corners of South Fifth and Sixth Streets and
Nicollet Mall. As most Downtown blocks are uniform at 330' x 330' (10 lots each
at 165' x 66' = 108,900 square feet, or 2.5 acres), the Gaviidae II site
comprises approximately 57,837 square feet, or 1.33 acres. According to a survey
dated August 28, 1991 (revised 1/18/94), by John Coulter Peterson, Minnesota
Registered Land Surveyor No.13792, the parcel has a frontage of 330.47 feet
along Nicollet Mall running to depths of 175.0 feet east/northeastward along
both South Fifth and Sixth Streets. These measurements give the subject parcel a
total street frontage of 680 lineal feet. A reduced survey is included in the
Addenda of this report.

This outstanding specific location places the subject tract cater-corner to the
northeast from the main entrance to the City Center at its South Sixth Street
corner, and directly north of the Gaviidae I/Norwest Center block. Developments
directly west across Nicollet Mall from the Gaviidae II are in mixed uses with
an old, and small three story commercial building occupying the South Sixth
Street corner, and the Baker Center and NSP/Renaissance Center making up the
rest of the Nicollet Mall frontage proceeding north. The block directly to the
north of the subject land is comprised in a half block open parking lot, a
two-story McDonald's restaurant building, the Nicollet Parkade parking ramp, and
the two-level Allied parking deck. The subject is bordered mid-block on the east
by two major office properties, the 11 story, 510 Marquette Building and the
First Bank/Marquette Building (former F & M Bank). As such, the subject ground
benefits from the potential for direct skyway access on all four of its sides.
This strategic position then is clearly in the heart of the Downtown
neighborhood.

The Gaviidae II parcel is flat and at the grade of its border streets. The
subject improvements cover virtually 100% of the land surface. The parcel is
bounded by sidewalks on its three street sides. These sidewalks are partly
overhung by canopies and awnings on the Gaviidae II building. Traffic flows by
the site are One-way west bound on South Fifth Street, one-way east bound on
South Sixth Street, and two-way north/south bound on Nicollet Mall. All vehicle
access onto the subject land and its underground garage and loading facilities
is by way of a wide curb cut off of South Fifth Street at the subject parcel's
mid-block boundary with the 510 Marquette site.

Nicollet Mall follows a serpentine route through the Downtown core and is
designed as a pedestrian promenade with motorized traffic restricted to public
transportation and safety vehicles only. As Nicollet Mall passes by Gaviidae II,
the curve of its two lanes is westward resulting in the sidewalk space on the
subject's side to be on the wider side of the Mall. This means that properties
like the subject with street level retail spaces along Nicollet Mall that are
also on the wider side of the route, a better potential exists for a sidewalk
cafe or other tenants that have a need for occasional outdoor retailing. Public
sidewalk widths on South Fifth and Sixth Streets are roughly 10'. The most
recent traffic flows (1995) past Gaviidae II on South Fifth and Sixth Streets
are approximately 12,200 and 15,700 vehicles per day respectively. Specialty
Mall improvements along the subject's frontage include tree plantings and a
large fountain near the mid-block point.

The Gaviidae I land parcel conforms very well as to shape, size and
location/position for supporting a major landmark Downtown development.


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              GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II LUNZ MASSOPUST
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<PAGE>

DESCRIPTION OF THE IMPROVEMENTS
- --------------------------------------------------------------------------------

The subject improvements consist of four distinct components; a 40 story office
tower, a four level specialty retail center, a four story anchor department
store, and a three level, subterranean parking ramp/loading dock. The
improvements were constructed in 1991-1992. The property is of Class B
construction. The primary characteristic of a Class B building is a reinforced
concrete frame in which columns and beams can be either formed or precast
concrete. Class B buildings are considered fire resistant structures.

It should be noted that this descriptive section is intended to be a brief
overview of the project specifics. The appraisers acknowledge that, given the
size of the development, a more detailed description could be made on each of
the separate components. More specific information in the form of building plans
and specifications are available from Brookfield LePage.

Project Designer
& Architect:            Lohan Associates, 225 North Michigan Avenue, Suite 800,
                        Chicago, 60601

General Contractor:     Kraus Anderson/PCL (Joint venture)


Height:                 The office portion is 40 stories plus mechanical
                        penthouse. The retail area is four stories with three
                        levels of subterranean parking. Story heights are as
                        follows:

                              ------------------------------
                                                       Story
                              Floor                Height-ft
                              ------------------------------
                              40                       14.67
                              20-39                    12.67
                              16-19                    13.17
                              15 (Dain trading floor)  17.75
                              11-12                    13.17
                              7-10                     12.67
                              5 & 6 (mech)             17.00
                              4-retail                 16.00
                              3-retail                 16.00
                              2-retail                 16.00
                              1-retail                 18.50
                              ------------------------------
                              Total Above Grade       530.08
                              Average - office         12.99

                              LL1 - parking            13.97
                              LL2 - parking            10.00
                              LL3 - parking/loading    10.00
                              ------------------------------
                              Total Below Grade        33.97
                              ------------------------------

Rentable Area:          592,953 square feet in 33 office floors. Floors 1, 2, 3,
                        and 4 represent the retail portion of Gaviidae II/Neiman
                        Marcus. The 5th and 6th floors, which are actually only
                        one floor with an above standard ceiling height, house
                        the building's mechanical equipment. The first floor of
                        office space begins on the 7th floor. There is no 13th
                        floor. Floorplates range from 13,681 to 19,832 square
                        feet of rentable area with an average of 17,968 square
                        feet.


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              GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II LUNZ MASSOPUST
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DESCRIPTION OF THE IMPROVEMENTS (continued)
- --------------------------------------------------------------------------------

Gross Leasable
Area:                   188,864 square feet including 119,271 square feet of
                        anchor department store area and 69,953 square feet of
                        combined specialty retail and food court.

Gross Building
Area:                   1,067,389 square feet based on the following:

                              ------------------------------------------------
                                                   GBA-sf     RA-sf     GLA-sf
                              ------------------------------------------------
                              Dain Bosworth Plaza  683,807   592,953         0
                              Neiman Marcus        119,321         0   119,271
                              Gaviidae II          264,261         0    69,593
                              ------------------------------------------------
                              Totals             1,067,389   592,953   188,864
                              ------------------------------------------------

Foundation:             Poured concrete foundation wall over caissons and
                        concrete spread footings.

Frame:                  The floor and roof slab for both the office and retail
                        components consists of a wide module pan and joist
                        concrete slab supported by concrete beams and columns.
                        Lateral load resistance is provided by a concrete shear
                        wall stair and elevator core.

Exterior                Wall: Gaviidae II has an 8' concrete block exterior wall
                        with several feature veneer panels of including glazed
                        marble, limestone and polished granite. The Tower has a
                        reflective spandrel glass exterior curtain wall (silver
                        and green) supported in an extruded aluminum frame.

Floor:                  6" poured in place concrete slab supported by steel
                        joists. Office floors are designed to support a live
                        load of 80 pounds per square foot with a partition load
                        of 20 pounds per square foot. Office corridors are
                        designed for 75 pounds per square foot.

Ceilings:               Office - Ceiling finishes vary throughout the tower.
                        Several tenants have sheetrock ceilings in portions of
                        their space, particularly in the lobby area. The 26th
                        floor occupied by Martin Williams has an exposed
                        ceiling. The building standard ceiling is a 2' x 2'
                        revealed edge acoustical tile in a laser leveled grid
                        suspension system. This ceiling tile system is located
                        throughout the common area hallways. Restroom and
                        elevator lobby area ceilings are sheetrocked, taped and
                        painted.

                        Retail - The retail common area ceilings are
                        sheetrocked, taped and painted. Most of the retail
                        stores, including Neiman Marcus, have a similar ceiling
                        finish.


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              GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II LUNZ MASSOPUST
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<PAGE>

DESCRIPTION OF THE IMPROVEMENTS (continued)
- --------------------------------------------------------------------------------

Lighting:               Office - Lighting is provided by deep cell parabolic
                        lens fixtures with T-8 diameter U-bent fluorescent tubes
                        (2 lights per fixture). This fixture is the building
                        standard and is found throughout the common area
                        hallways. Incandescent fixtures are used in the main
                        building entrance, elevator lobbies

                        Retail - Primarily incandescent lighting or track
                        lighting.

                        Parking - High pressure sodium vapor.

HVAC:                   The entire property is served by a variable air volume
                        (VAV) heating and cooling system. Both steam and chilled
                        water are purchased from the City of Minneapolis. For
                        the office component both heating and cooling is
                        provided by the VAV system. For the retail component,
                        heat is provided by a perimeter radiant hot water
                        system. Cooling and make up air are provided by
                        individual fan coil units (forced air) which are served
                        by chilled water.

Energy Management
System:                 Automation, temperature control and fire alarm are
                        managed and controlled by a Honeywell DeltaNet Graphic
                        Central Building Management System. The management
                        System is housed at the IDS Central Operations Center.
                        This PC system features an intuitive graphic operative
                        interface which provides historical trend data, curve
                        plotting and charting, and report generation.

Life Safety
System:                 The development is frilly sprinkled for fire protection.
                        Fire suppression elements include pressurized stairwell,
                        smoke detection system, duct smoke detection, automated
                        smoke evacuation, and automatic elevator recall. The
                        underground parking garage and the loading dock area
                        have a dry sprinkling system due to the potential for
                        freezing. In addition to the base building fire
                        sprinkling and suppression system, several tenants
                        including Dain Bosworth and Decision Systems, Inc. have
                        a Halon fire suppression system in their telephone
                        switching and computer rooms.

Emergency Power:        The subject has two diesel powered Caterpillar (Model
                        #3508) back-up generators located on the fifth floor.
                        Each generator produces 1,456 horsepower and generates
                        1,000 Kilowatts of standby. In case of a power failure
                        or interruption, one generator will supply power to the
                        smoke exhausts, emergency lighting, pressurization fans
                        for stairwell fire control and fire pumps. The generator
                        will also service the Dain Bosworth main computer
                        system. A 3,000 gallon diesel storage tank is located on
                        the concourse level. According to the operations
                        manager, the tank is divided into 1,500 gallon
                        increments. It is reported that 1,500 gallons is stored
                        on site for the neighboring F&M Building (formerly the
                        Marquette Bank Building) with the balance retained for
                        the subject property and Gaviidae I.


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              GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II LUNZ MASSOPUST
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<PAGE>

DESCRIPTION OF THE IMPROVEMENTS (continued)
- --------------------------------------------------------------------------------

Card Access
System:                 The subject development is improved with a PC driven
                        Honeywell Line-Net Card Access Security System. The
                        system will support 13,000 card users. The cards are
                        given to all building tenants for after hours access to
                        the building and elevators. The system allows for
                        tenants to "piggy back" or expand on the base building
                        system for a private card access system. According to
                        the operations manager, all full floor tenants at the
                        subject have an individual system. The system allows for
                        detailed reporting on a system or individual office
                        subscriber basis.

Roof                    Structure: The roof consists of a Firestone single ply
                        rubber membrane water barrier. Portions of the lower
                        roofs and roof set back areas are adhered and ballast is
                        provided by sheet insulation and interlocking pavers. An
                        aggregate ballast is used for adhered portions. The
                        office tower roof has a 15 year warranty which
                        commenced August 19, 1991. The lower setback roofs and
                        the retail roof have a 10 year warranty.

Elevators &
Escalators:             The office tower has a low and high rise bank of
                        elevators. Six elevators serve the low rise floors from
                        ground level to the 24th floor and six elevators serve
                        the high rise floors from the 24th to 40th floors. The
                        retail area has two escalators per floor (one up, one
                        down). A breakdown is as follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
Unit                                                       Floors              Capacity Speed
#     Area              Type                           Served/stops   Make     lbs      FPM
- ---------------------------------------------------------------------------------------------
<S>   <C>               <C>                            <C>            <C>      <C>      <C>
1-8   Retail            48" Escalators                 LLl, G,2,3,4   0 & K    --         100
l-6   low Rise Office   Gearless Passenger Elevator       G, 7-24     Dover    3.500    1,000
7-12  High Rise Office  Gearless Passenger Elevator       G, 24-40    Dover    3,500    1,000
13    Office Service    Gearless Service               LL2, 4-40, PH  Dover    5,000      500
l4-15 Retail Service    Geared Service                 LL2, LLl, G-4  Dover    3,500      350
20    Feature Retail    Geared Observation Elevator    LLl, G,2,3,4   Dover    3.500      350
- ---------------------------------------------------------------------------------------------
</TABLE>

                        In addition, Neiman Marcus has two escalators per floor,
                        two passenger elevators and a freight elevator.

Internal Stairways:     The office tower has four private (internal) stairways.
                        Martin Williams has internal stairways connecting the
                        27th and 28th floors and the 28th and 29th floors.
                        Decision Systems, Inc., has a stairway connecting the
                        22nd and 23rd floors. Intern-Regional Financial has an
                        internal stairway connecting the 18th and 19th floors.
                        According to the property manager, the cost to install a
                        single stairway ranges from $50,000 to $75,000 depending
                        upon the size of the Opening.

Electrical:             Siemens buss duct riser system provides power to all
                        building areas. Northern States Power (NSP) services the
                        property with a 13,800 volt, 3 phase redundant power
                        supply. This supply is converted to 480 volt service and
                        then to 120 volt service at each floor.


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              GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II LUNZ MASSOPUST
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DESCRIPTION OF THE IMPROVEMENTS (continued)
- --------------------------------------------------------------------------------

Restrooms:              Office - Each floor has a separate restroom for men and
                        women. The restroom finish includes marble floors and
                        vanities, vinyl wallcovering and a sheetrock ceiling.
                        Each men's room consists of three toilets, two urinals
                        and three sinks. Each women's room consists of four
                        toilets and three sinks. Hot water is provided by a
                        recirculating system with an electric hot water heater
                        serving every five floors. Other features include
                        courtesy electrical outlets.

                        Retail - Public restrooms are located on the concourse
                        level (men's and women's), level three (women's) and
                        level four (men's). Neiman Marcus also has public
                        restrooms.

Doors:                  All interior doors are 9-0" Sapeli solid core wood doors
                        in a 1.5" hollow metal door frame. Some office door
                        frames have side lights.

Flooring:               Retail - Floor finishes vary throughout the development.
                        However, in the retail common area they are
                        predominantly floor stone tile and terrazzo. The Tenant
                        Design Criteria information provided by the owner
                        indicates that the lower level, first and second floors
                        consist of a field of varied colored terrazzo's with
                        inserts of "Breche Damaschata" and "Rosso Levanto" and a
                        border of green medium Verde "T" stone tile. All floor
                        stone tiles are 3/8" nominal thickness and thinset.
                        Floors three and portions of four are carpeted with a
                        border of green medium verde "T" stone tile. The food
                        court area has a tile floor.

                        Office - Typically office floors are finished with a
                        commercial grade carpet with either a wood or carpet
                        trim base. The main lobby is finished with terrazzo.

Walls:                  The building standard calls for 5/8" sheetrock walls.
                        All walls are either painted or wallpapered.

Features:               The subject property has a very unique water feature
                        positioned on the north end the retail atrium. According
                        to the property manager, the exhibit was the first
                        upward flowing water feature in the world. Unlike water
                        features which are controlled by gravity, this computer
                        controlled attraction directs concentrated streams of
                        water (laminar flow) skyward to a ladder of pools. Each
                        stream is lit by fiber Optics. From a pool on the street
                        level, three streams flow upward to the skyway level of
                        the center. Two streams flow up to the third floor. On
                        the third floor, two steady streams flow up and form an
                        arch 14' above the pedestrian walkway. A single stream
                        rises up to and through a slot in the ceiling where it
                        disappears amidst floating, lighted bubbles on the
                        fourth floor pool. The system moves approximately 800
                        gallons of water per minute with a 52' vertical rise
                        from top to bottom.


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              GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II LUNZ MASSOPUST
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DESCRIPTION OF THE IMPROVEMENTS (continued)
- --------------------------------------------------------------------------------

Hazardous:              The building was completed in 1992 and no known
                        hazardous substances are present in the building
                        including asbestos.

Overview:               The specialty retail or mall area is comprised of one
                        below grade and four above grade floors of retail shops
                        peripheral to a frill central atrium. The retail center
                        is generally occupied by upscale retailers. The food
                        court is located on the fourth floor and includes eight
                        food tenants. The retail area serves as the common link
                        or hub between the department store and office
                        applications. Access to the first floor or from floor to
                        floor is provided by six escalators in the atrium retail
                        area. Two other escalators service the lower level and
                        first floor. A single enclosed glass observation
                        elevator which serves all retail levels is located on
                        the south side of the central atrium. The main skyway
                        system, which connects with the neighboring buildings,
                        is located on the second floor of the retail area. In
                        addition, the subject is skyway linked on the fourth
                        floor to the Saks Fifth Avenue/Gaviidae I development.
                        The office building is not directly linked to the skyway
                        system. All access to the office building is gained at
                        the first floor lobby.

                        Morton's Steakhouse restaurant has an interior and
                        exterior entrance. The interior entrance is located in
                        the southwest corner of the lower level retail area.
                        Exterior access is located on South Sixth Street near
                        the main entrance to the office tower. Several retail
                        tenants, including Talbot's and Cole Haan have exterior
                        entrances off the Nicollet Mall as well as interior
                        entrances to the mall. Overall, the office and retail
                        components are in excellent condition.

For visual reference, several reduced plans have been included. The first is the
development stacking plan. This is followed by the retail floor plans.


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              GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II LUNZ MASSOPUST
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<PAGE>

DAIN BOSWORTH PLAZA
LEASING PROGRESS SUMMARY - OFFICE
JANUARY 31, 1997

                                              FLOOR   LEASED   VACANT    TOTAL
                                              -----   ------   ------    -----
                              Marquette Bank    40    13,681   0         13,681
                              Marquette Bank    39    13,681   0         13.681
                              Marquette Bank    38    14,788   0         14,788
          Marquette Bank, Woodland, Grossman    37    10,016   4,772     14,788
     Goldstein, Executive Speaking, Wilshire    36     8,744   6,044     14,788
                     Cora Group, SAP America    35    14,318   470       14,788
                              Reden & Anders    34    12,952   1,836     14,788
                           Fish & Richardson    33    16,114   0         16,114
               Storage Technology, SAS Inst.    32    12,189   3,925     16,114
               NPMB Dr. Joel Brown. Winthrop    31    13,067   4,922     17,989
                                    Winthrop    30    17,989   0         17,989
                             Martin/Williams    29    17,989   0         17,989
                             Martin/Williams    28    19,832   0         19,832
                             Martin/Williams    27    19,832   0         19,832
                             Martin/Williams    26    19,216   0         19,832
ATI Title Co., Mitchell Hutchins, Whitecliff    25    15,044   4,172     19,21?
               AIG, Jacobs, Blair Television    24    13,288   5,928     19,21?
                                         DSI    23    19,259   0         19,259
                                         DSI    22    19,259   0         19,259
         Korridor, Dahlen, Berg, Selmer, IRI    21    13,452   5,807     19,259
                          DAIN/IFG, Firstaff    20    19,022   237       19,259
                                    DAIN/IFG    19    19,259   0         19,259
                                    DAIN/IFG    18    19,259   0         19,259
                                    DAIN/IFG    17    19,259   0         19,259
                                    DAIN/IFG    16    19,259   0         19,259
                                    DAIN/IFG    15    19,259   0         19,259
                                    DAIN/IFG    14    19,259   0         19,259
                                    DAIN/IFG    12    19,259   0         19,259
                                    DAIN/IFG    11    19,259   0         19,259
                                    DAIN/IFG    10    19,259   0         19,259
                         Radio 100, DAIN/IFG    9     18,696   563       19,259
                                    DAIN/IFG    8     19,259   0         19,259
                       DAIN/IFG, ARO, IMPARK    7     19,259   0         19,259
                                                   -----------------------------
                                                     554,277   38,676   592,952

<PAGE>


                                [GRAPHIC OMITTED]


                 [FLOOR PLAN GAVIIDAE COMMON: LOWER LEVEL THREE]
<PAGE>


                                [GRAPHIC OMITTED]


                  [FLOOR PLAN GAVIIDAE COMMON: LOWER LEVEL TWO]

<PAGE>


                                [GRAPHIC OMITTED]


                  [FLOOR PLAN GAVIIDAE COMMON: CONCOURSE TWO]
<PAGE>

                                [GRAPHIC OMITTED]


                   [FLOOR PLAN GAVIIDAE COMMON: STREET LEVEL]
<PAGE>

                                [GRAPHIC OMITTED]


                   [FLOOR PLAN GAVIIDAE COMMON: SKYWAY LEVEL]
<PAGE>

                                [GRAPHIC OMITTED]


                    [FLOOR PLAN GAVIIDAE COMMON: LEVEL THREE]
<PAGE>

                                [GRAPHIC OMITTED]


                    [FLOOR PLAN GAVIIDAE COMMON: LEVEL FOUR]
<PAGE>

DESCRIPTION OF THE IMPROVEMENTS (continued)

UNDERGROUND PARKING & LOADING

The subject development includes three full levels used for off-street parking
and loading. Ingress and egress is gained off South Fifth Street near the
northeast corner of the site.

Two levels of subterranean parking are available in lower levels 3, 2 and
concourse. As with the retail and office components, the parking structure is
also of Class B construction. The parking area is fully sprinkled (dry system)
for fire protection. There is available valet only parking for 210 vehicles.
According to the manager, the parking component was designed for valet only
parking for two reasons. First, the large loading dock necessary to serve the
tower, Neiman Marcus and the retail component, reduced the available parking
area. Second, it was considered cost prohibitive to add additional lower levels
due to excessive soil stabilization and foundation costs. The loading dock area
is located on lower level 2. The dock are serves the subject development as well
as the neighboring 510 Marquette Building (former National City Bank Building)
and the First Bank-Marquette Building (formerly F&M Building) through an
easement agreement. The loading dock is not sufficiently large enough for
semi-trailer tractors to turn around. As such, a 56' diameter Mactron truck
turntable is used to rotate large trucks for alignment to the loading docks and
the exit ramp.

The six docks serving the office and specialty retain components and two docks
serving Neiman Marcus. All docks are improved with levelers and bumpers.


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                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
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<PAGE>

HIGHEST AND BEST USE ANALYSIS
- --------------------------------------------------------------------------------

This analysis identifies the most profitable use to which the property can be
developed. The use of a property greatly influences value and all factors that
influence and contribute to value must be considered. Highest and Best Use is
defined in The Dictionary of Real Estate Appraisal, Third Edition, by the
Appraisal Institute, copyright 1993, page 171 as follows:

      "The reasonably probable and legal use of vacant land or an improved
      property, which is physically possible, appropriately supported,
      financially feasible, and that results in the highest value. The four
      criteria the highest and best use must meet are legal permissibility,
      physical possibility, financial feasibility, and maximum profitability."

Highest and Best Use is based on the application of four tests of the land as
though vacant and of the property as improved. They are as follows:

            Legally Permissible
            Physically Possible,
            Financially feasible, and
            Maximally Productive

These tests will now be applied to the subject as though vacant.

Legally Permissible - Given the permitted uses in the B4-2, Central Retail
District an office, retail, or parking application or a complex integrating
these three applications is allowed.

Physically Possible - Given the range of legally permitted use and in
consideration of the existing office, hotel and retail applications existing
along the Nicollet Mall, it is believed that over the long term that an office,
hotel and/or retail application would be the most appropriate applications for
the site, if vacant. The subject land constitutes one of the prime commercial
sites in Downtown Minneapolis. The property is located just two blocks north of
the 100% corner. The physical and locational characteristics of the subject site
are all suitable for such a development. The total site measures approximately
57,837 square feet in size and its topography is level and at grade with the
bordering streets.

Financially Feasible - This test relates to the financial feasibility of the
legally permitted uses on the site. As of the appraisal date the office market
is rebounding after three years of downturn. Class A occupancy is 96.1%, up from
95.5% in the Second Quarter of 1995 and 91.7% in the second quarter of 1994.
Class A office rents are generally in the $12 to $16 per square foot range,
compared with $10 to $13 per square foot last year.


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            GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II LUNZ MASSOPUST REID
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HIGHEST AND BEST USE ANALYSIS (continued)
- --------------------------------------------------------------------------------

The office market has tightened considerably and several new developments are in
process. New construction will likely commence on both the Target office
building (400,000 sf) and the 800 Nicollet Mall Tower building (800,000 sf) in
the Spring of 1997. As previously discussed, Target will own and occupy their
new building. Anchor tenants have yet to be announced for the 800 Tower
property. On February 24, 1997, Opus announced that it will build a 30-story
office for American Express Financial Advisors on the former Minnegasco building
site.

On the other hand, the Downtown retail market continues to struggle. Gaviidae I
converted its third, fourth and fifth floors to office. The subject's in-line
retail component is 37% vacant with several tenants paying percentage rent only.
The Conservatory is scheduled for demolition in the Spring of 1997. For both
Gaviidae Developments, total sales have fallen from $57,000,000 in 1994 to
$53,000,000 in 1996.

Other than the flagship Dayton's store, the remaining downtown anchor department
stores are struggling. In 1991, Carson Pirie Scott vacated City Center and the
space was subsequently leased to Montgomery Ward. However, with Ward's most
recent sales in the low to mid $60 per square foot range, it is not likely that
this tenant will stay through lease end in 2004. According to the property
manager, in 1995 this store was one of the ten poorest performing stores in the
Montgomery Ward chain.

Saks and Neiman Marcus are in a similar position. In the January 1997 issue of
Corporate Report Minnesota, an article titled "Nicollet Mall-aise" described the
disappointing performance experienced at these two upscale retailers. According
to the article, an average Saks and Neiman store generates $327 and $380 per
square foot in annual sales, respectively. This compares to actual 1996 sales of
$140 per square foot at Saks and $124 per square foot at Neiman Marcus. A copy
of the article is included in the Addenda of this report.

The current rental income from the retail component (anchor and in-line) is
below the level necessary to support the depreciated value of the improvements
plus land.

Maximally Productive - This test relates to that use which is financially
feasible and most profitable based on dollars invested. If the site were vacant
today, it would likely be considered for office development. However, several
other sites, including the Conservatory site, the Physicians and Surgeons block,
and the Minnegasco office building site (as noted above) are also available and
would most likely be developed before the subject.

The next step in the Highest and Best Use analysis involved applying these tests
to the subject property as improved. In this step, the four tests of highest and
best use are used to determine if the current improvements represent the highest
and best use. If the property, in its current state, does not represent the
highest and best use then other alternatives such as renovation, expansion, or
demolition must be considered. These tests will now be applied to the subject
property as improved.


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<PAGE>

HIGHEST AND BEST USE ANALYSIS (continued)
- --------------------------------------------------------------------------------

Legally Permissible - The subject property is legally permitted under the B4-2,
Central Service District. The possible renovation or demolition of the property
is also legally permissible with the proper municipal permits. However,
subsequent sections of this report will prove that the subject property, as
improved, is worth substantially more than the value of the land as vacant.

Physically Possible - The subject property is physically possible as evidenced
by its existence. The subject was physically designed as a mixed use office and
specialty retail development. A property of equal construction, quality and
style could be constructed today. However, it is likely that the retail
component would not be built if the site were vacant today. Or, if it was built,
it would not resemble the existing improvements. More likely, a retail
development would be incorporated into the first and second floors of a
high-rise office tower. A third floor food court is a possibility. A fourth
floor would not be built. Nearly every vertical or specialty mall in the region
has experienced difficulty in upper floor leasing.

The demolition of the property is a physical possibility, but is not financially
feasible. Subsequent sections of this report will prove that the property as
improved is worth substantially more than the site as vacant.

Financially Feasible/Maximally Productive - For the subject property, the
continued operation of the property as a multi-tenant mixed use development is
financially feasible and maximally productive as the existing improvements do
add significant value over and above the value of the land as vacant.


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<PAGE>

COST APPROACH
- --------------------------------------------------------------------------------

The Cost Approach produces an indication of value derived by estimating the
value of the subject land and adding to this the replacement or reproduction
cost of the improvements less any accrued depreciation. Fundamental to this
approach is the principal of substitution which states, on page 356 of The
Dictionary of Real Estate Appraisal, Third Edition, that:

      "...when several similar or commensurate commodities, goods or services
      are available, the one with the lowest price will attract the greatest
      demand and widest distribution" .

In other words, a prudent and informed buyer would pay no more for an existing
property than it would cost to purchase a site and construct a building of equal
utility and desirability. This approach recognizes that the replacement or
reproduction cost tends to set an upper limit of value particularly when the
improvements represent the highest and best use of the land as vacant. As newly
constructed properties tend to represent market standards, any deficiencies
existing in the subject property must be quantified by comparison resulting in
an indication of accrued depreciation.

The Cost Approach involves four basic steps as outlined below:

1.    Estimate the value of the land as if vacant and capable of being improved
      to its highest and best use. This was accomplished in the Land Sales
      Comparison Approach Section of the report.
2.    Estimate the current cost to replace/reproduce the existing improvements.
3.    Deduct accrued depreciation (which may be in the form of physical
      deterioration, functional obsolescence or economic obsolescence) from the
      replacement or reproduction cost new estimate.
4.    Add the land value to the depreciated value of the improvements to arrive
      at the estimated market value by the Cost Approach.


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COST APPROACH (continued)
- --------------------------------------------------------------------------------

COST NEW ESTIMATE

Given the substantial elements of functional obsolescence in the property and
the degree of economic obsolescence occurring in the upscale retail market, it
is recognized that the Cost Approach is not the most appropriate methodology for
estimating market value. Arguably, the retail component would not be built
today. Or, if it was built, it would not resemble the existing improvements.
More likely, a retail development would be incorporated into the first and
second floors of a high-rise office tower. A second floor or third floor food
court is a possibility. A fourth floor would not be built. Nearly every vertical
or specialty mall in the region has experienced difficulty in upper floor
leasing. At the subject property, the third floor is 52% vacant and the two
tenants in occupancy are paying a gross rent equal to 10% of sales. The fourth
floor is 41% vacant. It is the appraisers' opinion that the upper two levels
suffer from functional obsolescence. Because of this, little weight was placed
on the actual costs reported below:

Gaviidae II - Dain Bosworth Tower - Neiman Marcus
- --------------------------------------------------------------------------------
                                               $/SF of         % of
Reported Construction Costs             $       GLA/RA        Total
- --------------------------------------------------------------------------------
Hard Costs
  General Conditions          $10,703,233       $13.70         7.2%
  Demolition                   $2,351,226        $3.01         1.6%
  Shell & Core                $52,473,862       $67.15        35.4%
  Mechanical                  $11,581,398       $14.82         7.8%
  Electrical                   $5,690,575        $7.28         3.8%
  Contractor Fee               $1,258,372        $1.61         0.9%
  IFG Buildout                 $5,365,222        $6.87         3.6%
  Marquette Buildout             $925,695        $1.18         0.6%
  Neiman Marcus Buildout      $10,329,231       $13.22         7.0%
  Spec Office Buildout        $11,195,523       $14.33         7.6%
  Spec Retail Buildout         $3,783,000        $4.84         2.6%
  Contingency                  $5,333,367        $6.82         3.6%
- --------------------------------------------------------------------------------
Total Hard Costs             $120,990,704      $154.83        81.7%
Soft Costs
  Architect/Engineering        $7,284,200        $9.32         4.9%
  Taxes & Insurance            $2,158,000        $2.76         1.5%
  Leasing Commissions          $1,836,000        $2.35         1.2%
  Marketing                    $1,750,000        $2.24         1.2%
  General & Accounting         $2,046,000        $2.62         1.4%
  Development Fee              $5,952,318        $7.62         4.0%
  Insurance                      $914,737        $1.17         0.6%
  Miscellaneous                $1,035,000        $1.32         0.7%
  Interest                     $3,882,045        $4.97         2.6%
  Letter of Credit               $180,000        $0.23         0 1%
- --------------------------------------------------------------------------------
Total Soft Costs              $27,038,300       $34.60        18.3%

================================================================================
Total Hard and Soft Costs    $148,029,004      $189.43       100.0%

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

It should be noted that the above estimate does not consider the underlying land
value or the accrued carrying costs Brookfield accounted for between the
mid-1980's and construction completion. The costs were reported on draw request
number 29. Brookfield has indicated that the final draw was number 42. However,
they have certified that there were no material changes in the costs between
draw numbers 29 and 42.


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<PAGE>

COST APPROACH (continued)
- --------------------------------------------------------------------------------

REPLACEMENT COST NEW

In applying the Cost Approach, the Marshall Valuation Service was relied on for
estimating the current Replacement Cost New for a 40 story office tower and an
anchored retail center with just two levels of specialty retail as the third and
fourth retail floors are considered to be superadequate. The underground parking
garage was also considered. The construction of all components is classified as
Class B by the Marshall Valuation Service. The primary features of a Class B
structure include a reinforced concrete frame in which columns and beams can be
either formed or precast concrete. Class B buildings are considered fire
resistant structures. This construction classification is consistent with that
of the subject.

Replacement Cost New here is the cost of creating a structure of equal utility
as the subject based on current prices for state-of-the-art construction
materials. It is the price of constructing a true substitute building that may
not be composed of identical materials or possess an identical design, but would
provide an equal factor of usage. Reproduction cost would be used for estimating
an identical building and would include any functional obsolescence that might
be present in the existing building.

The calculator cost method was relied on in arriving at a Replacement Cost new
estimate by means of the Marshall Valuation Service. A copy of the estimate is
included in the Addenda of this report. The cost estimates are as follows:

      ------------------------------------------
                                             RCN
      Component                         Estimate
      ------------------------------------------
      Office Tower                   $98,741,698
      In-Line Retail & Parking       $19,152,899
      Anchor Dept. Store             $11,741,367
      ------------------------------------------
      Total                         $129,635,964
      ------------------------------------------

In order to provide a sound value indication, an estimate for entrepreneurial
profit should be added if attainable in the marketplace. With the improving
office market it is reasonable to apply a market derived rate of profit to the
office and parking components given that they are economically
feasible/maximally productive. A representative from Opus Corporation, a major
Twin Cities based national developer, indicated that they typically expect a 10%
to 15% profit (on hard and soft costs) on their next development. For this
exercise, entrepreneurial profit was estimated at 10% of hard and soft costs.

      -----------------------------------------------------------------------
                                                          Add:              =
                                             RCN       Entrep.          Total
      Component                         Estimate Profit @ 10%             RCN
      -----------------------------------------------------------------------
      Office Tower                   $98,741,698    $9,874,170   $108,615,868
      In-Line Retail & Parking       $19,152,899      $377,906    S19,530,805
      Anchor Dept Store              $11,741,367            $0    $11,741,367
      -----------------------------------------------------------------------
      Total                         $129,635,964   $10,252,076   S139,888,040
      -----------------------------------------------------------------------


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<PAGE>

COST APPROACH (continued)

DEPRECIATION ANALYSIS
- --------------------------------------------------------------------------------

Three types of depreciation occur in real estate. They are:

      1 .   Physical depreciation resulting from the wear and tear on the
            property. It includes both curable and incurable depreciation.

      2.    Functional obsolescence resulting from the inadequate or
            super-adequacies of design, style, or layout when compared to a new
            property serving the same purpose.

and,  3.    Economic or external obsolescence resulting in a loss of value from
            causes outside the property itself.

All three forms of depreciation are present in the subject property.

Functional Obsolescence - According to The Appraisal of Real Estate. Eleventh
Edition. Functional obsolescence is caused by a flaw in the structure,
materials, or design that diminishes the function, utility and value of the
improvement. The result is a loss in value caused by either a deficiency or
superadequacy. A superadequacy is a component or system in the property that
exceeds market requirements and does not contribute to value an amount equal to
its cost. The upper floors of the specialty retail center are considered a
superadequacy. Furthermore, the superadequacy is considered incurable given that
the cost to cure the superadequacy (demolition or conversion) exceed the value
created. As such, the cost to construct the upper two floors of the retail
center were not considered in the Replacement Cost New Estimate. Although added
costs of ownership (operating costs on vacant space, reserves, etc.) are
considered an element of functional obsolescence, they have been addressed under
economic obsolescence.

Physical Depreciation - Incurable - The average physical depreciation,
incurable, from the physical wear and tear on the improvements is calculated by
the age/life ratio. The Marshall Valuation Service reports that typically Class
A buildings such as the subject have an economic life expectancy of 60 years.
The appraisers believe an equal life expectancy exists for both the retail and
parking components. Overall, the entirety of the subject improvements have been
well maintained and are in excellent condition. In this analysis, a straight
line depreciation method for the property based on its effective age and
economic life expectancy was calculated as follows:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
                    Effective     Divide           %            X             =
Component              Age     Econ Life-yrs  Depreciated          RCN     Depr. $
- ------------------------------------------------------------------------------------
<S>                     <C>         <C>          <C>       <C>           <C>        
Office Tower            6           60           10.00%    $108,615,868  $10,561,587
In-Line Retail          6           60           10.00%     $19,530,805   $1,953,080
Anchor Dept Store       6           60           10.00%     $11,741,367   $1,174,137
- ------------------------------------------------------------------------------------
Total                                            10.00%    $139,888,040  $13,988,804
- ------------------------------------------------------------------------------------
</TABLE>


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<PAGE>

COST APPROACH (continued)
- --------------------------------------------------------------------------------

DEPRECIATION ANALYSIS (continued)

Economic Obsolescence - External or economic obsolescence is generally caused by
outside factors affecting property value, such as economic forces or
environmental changes which affect the supply and demand relationship in the
market.

The retail environment is undergoing a fundamental change toward more value
oriented retailing and entertainment. These changes have pushed overall sales
volume down at both Gaviidae Developments as well as City Center. At City
Center, gross sales fell from $62,000,0000 in 1991 to a projected $45,000,000 in
1996. At the Gaviidae properties, gross sales have fallen from $57,000,000 in
1994 to $53,000,000 in 1996.

As of the appraisal date, most of the Downtown retail developments are
struggling. Downtown retailers have historically missed out on the night and
weekend business. Suburban shopping malls offer free parking, a less congested
area of travel, and a 1/2% lower sales tax on all non-clothing purchases.
Overall sales volume at the subject is below the level necessary to provide the
retailers with a sufficient profit to remain in business. At the subject
property, Neiman Marcus has experienced declining sales over the last three
years. A majority of the first and second floor tenants pay percentage rent
only. As a result, the subject's retail rental structure is lower than what
would be required to achieve a competitive return on the depreciated replacement
cost of the improvements plus land value. In fact, between 1993 and 1996, retail
net operating income has averaged a negative ($160,536).

Based on the value estimate arrived at in the Income Approach Section of this
report, the entire retail and parking component has a positive, but nominal
value near $5,000. If the parking component were not considered, the value would
be negative. As noted in the Income Approach, the retail component suffers from
a number of things, one of which is high operating costs. The 1997 budgeted
expense is $28.14 per square foot comprised of operating expenses at $18.32 per
square foot and taxes at $8.32 per square foot. Real estate taxes are allocated
between the office tower and the retail component on a pro-rata area basis. This
places a disproportionate tax burden on the retail component considering its
nominal value. This is not expected to change in the near future given that the
allocation formula is addressed in every lease. Given the value of the office
tower, a reduction in assessed value is not expected either. For this analysis,
economic obsolescence relating to the retail component was estimated at
$24,000,000 which essentially represents the depreciated cost of the in-line
retail and anchor tenant components, net of the parking ramp cost.

In this case, economic obsolescence stems from both a negative retail
environment and from a burdensome expense allocation. The negative retail
environment pressures down sales. With low anchor tenant draw, the in-line
tenants, who pay the majority of all rent, fair poorly. When sales are not
sufficient to pay the rent, the tenant leaves or the rent structure is lowered.
The expense structure also pressures down net rent. If a tenant is able to
generate sales of $300 per square foot and pay a 10% gross occupancy cap, then
gross rent is $30 per square foot. Subtracting out total operating costs of $28.
14 results in a net rent of $1.86 per square foot. With little retail interest
in the third floor, the landlord is incurring carrying costs of $28.14 per
square foot on all vacant space. Even with the projected conversion of the third
floor to office space, the $20 gross


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COST APPROACH (continued)
- --------------------------------------------------------------------------------

DEPRECIATION ANALYSIS (continued)

office rent does not cover operating expenses. Furthermore, to achieve a $20
gross office rent, the landlord spend capital in the form of tenant improvements
and leasing commissions.

From a theoretical appraisal standpoint, if an improvement does not economically
justify cost, it suffers from some form of obsolescence. In most cases, it would
not be built if the property were new. In the subject's case however, this is
not entirely the case. A smaller retail component would most likely be built if
the subject were constructed today, despite the fact that retail value is
 .nominal. Although the office tower has been separately valued throughout this
report, it is recognized that both the office and retail components make up the
entire property. In this case, the office tower benefits, in the form of lower
taxes and higher value, from the current condition of the retail market. When
the entire property is taken into consideration, the elements of both functional
and economic obsolescence are more difficult to quantify. Clearly, much more
time and effort could be expended in an effort to accurately quantify all
elements of obsolescence. However, this was not considered meaningful given that
investors typically do not consider the Cost Approach to be as reliable or
pertinent when purchasing institutional grade income-producing property like the
subject.

Economic obsolescence also exists in the office market as net rental rates are
several dollars below the level necessary to support new construction. The most
recent Downtown office building sales have transacted at a discount to their
estimated or reported development costs. Examples include the following:

Sale                          Price/Sf      Est./Reported   Indicated
No.   Property                of RA         Cost/Sf of RA   Discount
- --------------------------------------------------------------------------------
1.    IBM First Bank Place    $151.88       $233.12         35%
2.    LaSalle Plaza           $123.96       $195.28         36%

As a result, speculative office development is not expected to occur. Although
Opus and Ryan Cos. have announced plans to build new office towers, neither will
be built without a significant anchor tenant commitment. These anchor tenants
generally pay a contract rental rate that justifies or provides an acceptable
return on construction cost.

The physically depreciated cost of the office tower is calculated as follows;

      ------------------------------------------------------------
                                                      Office Tower
      ------------------------------------------------------------
      Replacement Cost New                             $98,741,698
      Add: Entrepeneurial Profit-lO%                    $9,874,17O
      ------------------------------------------------------------
      Adjusted RCN                                    $108,615,868
      Less: Physical Deterioration                     $10,861,587
      ------------------------------------------------------------
      Depr. Value of Improvements                      $97,754,281
      Add: Est. Allocated lend Value                    $3,200,000
      ------------------------------------------------------------
      Indicated Value                                 $100,954,281
      ------------------------------------------------------------

The depreciated value of the improvements plus land estimate of approximately
$100,000,000 would require a net income of approximately $9,000,000 to achieve a
capitalization rate of 9.0%,


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COST APPROACH (continued)
- --------------------------------------------------------------------------------

DEPRECIATION ANALYSIS (continued)

an estimated market yield as of the appraisal date. This compares to a projected
Year 1 net operating income of $5,181,000 as calculated in the Income Approach.
The disparity is comprised of economic obsolescence and leasehold advantage.
Given that a significant amount of leasing occurred during the bottom of the
office real estate cycle, contract rents are below market. A simplistic estimate
of the leasehold advantage can be calculated by subtracting the value of the
leased fee estate interest from the Fee Simple interest. A Fee Simple interest
estimate was calculated as follows:

      Fee Simple Value Estimate
      ------------------------------------------------------------------
                                                  $/sf            $
      ------------------------------------------------------------------
      Estimated Market Rent                     $15.00        $8,888,895
      1996 Reimb. operating costs               $13.02        $7,715,561
      ------------------------------------------------------------------
      Potential Gross Income                    $28.02       $16,604,456
      Less: Vacancy @ 5%                        ($1.40)        ($830,223)
      ------------------------------------------------------------------
      Effective Gross Income                    $26.62       $15,774,233
      Less: Non-reimbursed costs
        Operating Costs                        ($13.02)      ($7,715,561)
        Structural                              ($0.05)         ($29,630)
        Landlord                                ($0.02)         ($10,000)
      ------------------------------------------------------------------
      Total Expenses                           ($13.09)      ($7,755,191)

      Net Operating Income                      $13.53        $8,019,043
      + Market Capitalization Rate                9.0%              9.0%
      ------------------------------------------------------------------
      Fee Simple Value Estimate               $150.36        $89,100,473
      Rounded To.                                            $90,000,000
      ------------------------------------------------------------------

The value of the leased fee estate interest was calculated at $86,000,000 in the
Income Approach. Subtracting the leased fee value estimate from the fee simple
value estimate results in an estimated leasehold interest of approximately
$4,000,000. For all practical purposes, the difference between the Cost Approach
value of $96,000,000 ($100,000,000 - $4,000,000 leasehold advantage) and the
$86,000,000 calculated in the Income Approach, represents economic obsolescence.

To measure economic obsolescence, the present value of the income shortfall was
calculated. The shortfall is defined as the disparity between the net operating
income necessary to support the depreciated value of the improvements including
land value and the projected net operating income as calculated in the income
approach. For this analysis, the required growth in NOI was estimated at 1.38%
per annum. This growth rate is based on the improvement value increasing at 3.5%
per year and the land value appreciating at 2.0% per year. However, because the
improvements are depreciating each year, the total value does not increase
correspondingly. The effective rate of NOI increase given the subject land and
improvement composite is approximately 1.38% per year. Economic obsolescence is
calculated as follows:


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<PAGE>

COST APPROACH (continued)
- --------------------------------------------------------------------------------

DEPRECIATION ANALYSIS (continued)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
            RCN                                Add:            Deprec.                      Income Req'd to
 FY       Estimate              Less:       Land Value      Value of Imp.      x Est.     Support Depreciated
Year     + 3.5%/yr          Physical Depr.  + 2.0%/yr       + Land Value      Cap Rate     Improvements/land
- ------------------------------------------------------------------------------------------------------------
<S>     <C>                  <C>            <C>             <C>                  <C>           <C>       
1990    $108,615,868         $10,861,587    $3,200,000      $100,954,281         9.0%          $9,085,885
1999    $112,417,423         $13,115,366    $3,263,999      $102,566,057         9.0%          $9,230,945
2000    $176,352,033         $15,513,604    $3,329,279      $104,167,708         9.0%          $9,375,094
2001    $120,424,354         $18,063,653    $3,395,865      $105,756,566         9.0%          $9,518,091
2002    $124,639,207         $20,773,201    $3,463,782      $107,329,788         9.0%          $9,659,681
2003    $129,001,579         $23,650,289    $3,533,058      $108,084,347         9.0%          $9,799,591
2004    $133,516,634         $26,703,327    $3,603,719      $110,417,026         9.0%          $9,937,532
- ------------------------------------------------------------------------------------------------------------
Total
- ------------------------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------
                 Less: Total Net         Equals              x Discount
 FY             Operating Income         Income                Factor
Year          Per Income Approach       Shortfall               @11.0%     Subtotal
- ------------------------------------------------------------------------------------
<S>                <C>                 <C>                       <C>      <C>       
1990               $5,181,311          $3,904,574                0.901    $3,517,634
1999               $5,702,284          $3,528,661                0.812    $2,863,941
2000               $6,514,386          $2,860,708                0.731    $2,091,725
2001               $7,125,421          $2,392,670                0.659    $1,576,126
2002               $8,205,584          $1,454,097                0.593      $862,936
2003               $9,397,656            $401,935                0.535      $214,891
2004               $9,926,884             $10,648                0.482        $5,129
- ------------------------------------------------------------------------------------
Total                                                                    $11,132,381
- ------------------------------------------------------------------------------------
</TABLE>

SUMMATION

By incorporating the site valuation and replacement cost for the subject
improvements, an indication of market value by the Cost Approach was determined
as follows:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
                                    Office Tower          In-Line       Parking           Anchor            Total
- -----------------------------------------------------------------------------------------------------------------
<S>                                  <C>              <C>            <C>             <C>             <C>         
Replacement Cost New                 $98,741,698      $15,373,842    $3,779,057      $11,741,367     $129,635,964
Add: Entrepeneurial Profit-10%        $9,874,170               $0      $377,906               $0      $10,252,076
- -----------------------------------------------------------------------------------------------------------------
Adjusted RCN                        $108,615,868      $15,373,842    $4,156,963      $11,741,367     $139,888,040
Less: Physical Deterioration        ($10,861,587)     ($1,537,384)    ($415,696)     ($1,174,137)    ($13,988,804)
- -----------------------------------------------------------------------------------------------------------------
Depr, Value of Improvements          $97,754,281      $13,836,458    $3,741,266      $10,567,230     $125,899,236
Less: Economic/Leasehold Obs,       ($11,132,381)    ($15,661,458)     $374,127     ($12,392,230)    ($38,811,943)
- -----------------------------------------------------------------------------------------------------------------
Subtotal                             $86,621,900      ($1,825,000)   $4,115,393      ($1,825,000)     $87,087,293
Add: Est. Allocated Land Value        $3,200,000       $1,825,000    $1,825,000       $1,825,000       $8,675,000
- -----------------------------------------------------------------------------------------------------------------
Indicated Value                      $89,821,900               $0    $5,940,393               $0      $95,762,293
                                                                                     Rounded To,      $96,000,000
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

Given that the estimate of external obsolescence is based substantially on the
assumptions and projections made in the Income Approach, the value estimate by
the Cost Approach should be granted only minimal weight as a market Value
indication. One of the weaknesses of the Cost Approach is not a function of the
methodology or resulting value indication, but rather in the fact that buyers
and sellers do not typically rely on it, especially when analyzing multi-tenant
income producing properties. Another weakness involves the measurement of
accrued depreciation. Since buyers are not relying on the Cost Approach in their
decision to purchase real estate, the measure of deterioration or obsolescence
is oftentimes based on subjective reasoning.


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- --------------------------------------------------------------------------------
<PAGE>

SALES COMPARISON APPROACH
- --------------------------------------------------------------------------------

The Sales Comparison Approach produces an indication of value by comparing the
prices paid, asked and offered in the marketplace on properties that bear
characteristics similar to the property being appraised. It represents the
actions of informed buyers, sellers and investors in the marketplace. The basis
of the approach is the principle of substitution, which implies that a prudent
purchaser will not pay more for a property than it will cost him to buy a
similar substitute property.

The application of the approach requires the appraiser to correlate and analyze
the market data of similar properties. A common denominator or unit of
comparison between a similar or comparable property and the subject property
must be determined. Units of comparison such as price per gross square foot,
price per unit or the gross rent multiplier are commonly employed in appraisal
practice. The soundness of the method depends upon the following considerations:

      a)    The comparability to the subject of each sale being analyzed.
      b)    The accuracy of the sale data.
      c)    The terms of the sale.
      d)    The date of the sale.

The subject property is a very unique mixed-use development with three income
producing components; office, retail, and parking. An investigation into the
sale of other large, mixed-use properties throughout the Upper Midwest was
conducted for this approach although none were found.

Considering both the occupancy and rents generated in the Gaviidae retail
component, it is clear that the vast majority of the property's value lies in
the Dain Office Tower. The findings of the Income Approach confirm this. With a
net rentable area of 592,593 square feet, the Dain Tower comprises 76% of the
total property's combined GLA and RA of 781,457 square feet. In 1996, net
operating income for Gaviidae II totaled a minus ($127,000) versus $4,775,000
for the Dain Tower. Considering the economic situation of Gaviidae II, the Sales
Comparison Approach is not considered relevant.

However, three Class A office property sales have occurred in the Downtown
Minneapolis market that are considered pertinent with respect to Dain Plaza. The
Fifth Street Towers, with a combined rentable area of 1,022,292 square feet,
sold in December of 1996. The LaSalle Plaza and IBM/First Bank Place, two of the
most recently constructed office towers also sold within the last two years. The
701 Building, a 279,608 square foot Class B property, is also scheduled to close
within the next 30 days. These four sales, as well as several recent suburban
office transactions are outlined on the following pages.


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SALES COMPARISON APPROACH (continued)
- --------------------------------------------------------------------------------

Improved Sale Comparable No. 1

================================================================================


                               [GRAPHIC OMITTED]


================================================================================

Name                    First Bank Place
Location:               601 Second Avenue South Downtown Minneapolis, MN
Sale Date:              August, 1995
Seller:                 Second Avenue Associates, Limited Partnership (IBM)
Buyer:                  Hines Interests Limited Partnership and The General
                        Motors Pension Plan
Land Area:              72,676 square feet or 1.67 acres
Year Built:             1992


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Improved Sale Comparable No. 1 (cont'd)

Gross Building Area:    1,877,032 square feet including basement parking
                        garage-482 stalls
Rentable Area:          1,415,554 square feet
Building Efficiency:    91.5% based on above grade GBA of 1,547,390
Land/Building Ratio:    0.04/1
% Occupied:             92%
Construction:           Class A - Fireproof Steel
Height-stories:         58
Sale Price:             $215,000,000
Sale Terms:             $100,750,000 down, balance financed through Northwestern
                        Mutual Life Insurance Company. Terms: 10 year fully
                        amortizing loan at 8.27% interest. Payments are
                        indicated at $1,402,521 per month or $16,830,255 per
                        year.
Price/SF of RA:         $151.88
Price/Sf of GBA:        $114.54

Comments: This property is located one block south and two blocks directly east
of the subject. The property was one of the last four office towers constructed
between 1991 and 1992. With this recent acquisition, Hines owns and manages
approximately 3.8 million square feet of rentable office space in Downtown
Minneapolis. Hines also owns Norwest Center and Pillsbury Center.

Anchor tenants include IBM (275,000 sf) and First Bank (640,000 sf). According
to local sources, both tenants signed 10 year leases which will expire around
2002. At the time of sale, net rent was quoted at from $15.00 to $19.00 per
square foot. Operating expenses were $12.30 per square foot. Income is expected
to be flat over the next several years. The going-in capitalization rate was
reportedly 8.9% and the overall yield rate 11.0%. The first year equity
dividend rate is approximately 2%.

Most of the risk in this property is related to the anchors renewal probability
in 2002. This risk is reflected in the financing terms which included a 10 year
fully amortizing loan.

Overall, this property 15 comparable to the subject in age and condition. The
building was reportedly built at a cost of approximately $330,000,000. At the
time of sale, the property was assessed at $140,000,000 with taxes at $6.64 per
square foot. The January 2, 1996 assessment increased 37% to $192,000,000. As a
result, 1997 taxes are projected at $8.49 per square foot.


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SALES COMPARISON APPROACH (continued)
- --------------------------------------------------------------------------------

Improved Sale Comparable No 2

================================================================================


                               [GRAPHIC OMITTED]


================================================================================

Name:                   LaSalle Plaza
Location:               800 LaSalle Avenue
                        Downtown Minneapolis, MN
Sale Date:              November 30, 1994
Seller:                 LaSalle Plaza Limited Partnership (US WEST)
Buyer:                  Shorenstein Co.
Land Area:              99,048 square feet or 2.27 acres
Year Built:             1991
Gross Building Area:    845,381 square feet including basement parking
                        garage-345 stalls
Rentable Area:          Office - 520 356 square feet
                        Retail -  68,522 square feet
                        ----------------------------
                        Total    588,878 square feet


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Improved Sale Comparable No. 2 (cont'd)

Building Efficiency:    69.7%
Land/Building Ratio:    0.12/1
% Occupied:             92%
Construction:           Class A - Concrete
Height-stories:         30
Sale Price:             $73,000,000
Sale Terms:             Cash
Price/SF of RA:         $123.96
Price/Sf of GBA:        $86.35

Comments: This property is located three blocks south and two blocks west of the
subject along Hennepin Avenue. As with the subject, this property was one of the
last four office towers constructed between 1991 and 1992. The pre-leasing
anchor tenants included the Robins, Zelle law firm (129,260 sf) and the Ellerbe
architectural firm (87,096 sf). The building possessed the last largest blocks
of space Downtown until the fall of 1994 when Arkla (Minnegasco) leased 104,185
square feet and Norwest Bank took 91,343 square feet. It should be noted that
Norwest did not take occupancy of their space until January of 1995 and that the
seller paid all leasing commissions and tenant improvement expenditures on the
build-out of this space.

In 1995, the average office contract rent was $8.53 per square foot. However,
over the next several years this increases to $9.66 and $11.31 per square foot
net respectively. The property also has approximately 45,000 square feet of
established retailers including two successful restaurants, Palomino and the
Rock Bottom Brewery. In 1995, retail tenants were paying an average contract
rent of$12.46 per square foot. This increased to $12.63 per square foot in 1996
and $14.02 per square foot in 1997.

According to the seller, the terminal capitalization rate was 9% and the IRR
rate 11.0%. Net office rent was projected to grow over the holding period from
$9.00 per square foot in 1994 to over $16.00 per square foot in 2004. Tenant
retention was projected at 75%. Projected 1995 net operating income was
approximately $3,500,000 or: $5.94 per square foot of rentable area indicating a
going-in capitalization rate of 4.8%. Over the first five years of the holding
period, the average net operating income is approximately $6,500,000 or
approximately $11.04 per square foot of rentable area. Based on this five year
average, the going in capitalization rate is 8.9%.

Most of the office leases expire in the next six to nine years which indicates
that the reversion represents a significant portion of the net present value
indication or sales price. Approximately 400,000 square feet or roughly 70% of
the property's leases expire over the next ten years. Overall, this property is
comparable to the subject in age and condition.

The sale occurred just following the bottom of the Minneapolis office cycle and
the underwriting criteria, particularly future rent growth, is clearly
conservative in the current environment. As of the appraisal date, several Class
A office properties, including the subject, are commanding net rents in the $15
to $17 per square foot range. When this sale occurred many industry observers
believed that it could take from 5 to 10 years to reach this range of net rental
rates.


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SALES COMPARISON APPROACH (continued)
- --------------------------------------------------------------------------------

Improved Sale Comparable No 3

================================================================================


                               [GRAPHIC OMITTED]


================================================================================

Name:                   ITT Finance
Location:               605 Highway 169 North Plymouth, MN
Sale Date:              June 14 1995
Seller:                 Second RNNL Limited Partnership
Buyer:                  The Utah State Retirement investment Fund
Land Area:              271,380 square feet, or 6.23 acres
Year Built:             1989
Gross Building Area:    233,398 square feet
Rentable Area:          207,243 square feet


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Improved Sale Comparable No. 3 (cont'd)

Building Efficiency:    88.8%
Land/Building Ratio:    1.16 to 1
% Occupied at Sale:     94%
Sale Price:             $23,400,000
Price/Square Foot RA:   $112.91
Sale Terms:             Cash

Comments: This property is located in the northwest quadrant of the Highway
169/Highway 55 cloverleaf interchange in Plymouth, Minnesota. The building was
owned by a limited partnership comprised of a local developer, Ryan Companies,
and Northwestern National Life Insurance Company (NWNL). The building went into
receivership in July of 1994 when the partnership was unable to meet a large
balloon payment. First National Bank of Chicago was the mortgage holder. At the
sheriff's sale, Ryan/NWNL redeemed and simultaneously sold the property to the
Utah State Retirement Fund.

The property includes a 720 stall, two level, parking deck, a fitness center, an
audio-visual auditorium with tiered seating and projection room, a corporate
boardroom with cafeteria and kitchen, and a first floor class A restaurant/bar
with seating capacity for 199 persons. Overall, this is a very high quality
office building.

ITT Finance leases 183,501 square feet in the property, or roughly 89% of total
rentable area. The only other tenant in the building is Ivorie's restaurant. It
should be noted that prior to the sale, but after the property was listed, ITT
Finance sold off the finance division and had sub-leased all but approximately
30,000 square feet of space in the building. According to the property manager,
ITT's lease expires in November of 1999. At the time of sale their contract
rental rate was $16.00 per square foot net. They also have step-ups over the
remaining term of the lease. The sub-lease tenants are paying ITT between $7.50
and $10.00 per square foot net.

An offer of approximately $19,750,000 or roughly $95 per square foot of rentable
area was made prior to the sub-lease tenant being secured. Despite the above
market rental rate and the creditworthiness of the tenant, the investor group
making the offer felt that the term of the ITT lease was very short and it was
well known at the time that they were trying to sublease all of their space. As
such, the probability of renewal was 0%. Alter the sub-tenant, Norstan, was
secured the Utah State Retirement Fund made their offer. Securing the sublease
tenant clearly led to a higher purchase price as the probability of renewal upon
lease expiration increases.

Net rents were $10.00 at the time of sale and operating expenses were quoted at
$9.18 per square foot. Net operating income at the time of sale was
approximately $2,950,000 indicating a capitalization rate of approximately
12.6%. At the time of sale the property was assessed at $17,000,000 or $82 per
square foot of rentable area.


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SALES COMPARISON APPROACH (continued)
- --------------------------------------------------------------------------------

Improved Sale Comparable No. 4

================================================================================


                               [GRAPHIC OMITTED]


================================================================================

Name:                   ITT Life
Location:               505 Highway 169 North Plymouth, MN
Sale Date:              June 26, 1996
Seller:                 Aetna Life Insurance Company
Buyer:                  505 Waterford Park Limited Partnership (Mass Mutual)
Land Area:              543,064 square feet, or 12.46 acres
Year Built:             1987
Gross Building Area:    271,864 square feet
Rentable Area:          251,015 square feet
Building Efficiency:    92.3%
Land/Building Ratio:    1.99 to 1
% Occupied at Sale:     93.8%
Sale Price:             $29,800,000
Price/Square Foot RA:   $118.72
Sale Terms:             Cash

Comments: This property is immediately adjacent to the ITT Finance or 605
Building (Sale Comparable No.4). As with the ITT Finance Building, this property
is owned by a limited partnership comprised of a local developer, Ryan
Companies, and Northwestern National Insurance Company (NWNL) now called
Reliastar. The building went into receivership and Aetna eventually foreclosed
on the property in the early 1990's.


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Improved Sale Comparable No. 4 (cont'd)

[Paragraph illegible]

[Paragraph illegible]


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Improved Sale Comparable No. 5 (cont'd)

Price/Square Foot RA:   $98.91
Sale Terms:             Cash

Comments: This property is located on the south side of I-494 between France
Avenue to the west and Penn Avenue to the east. The property is situated in the
southwest corner of the intersection of the Xerxes Avenue South bridge over 1494
and Southtown Drive. There is no interstate access at Xerxes Avenue. Zeller
purchased the property from Prudential in August of 1991 for $16,800,000. At
that time, the building was significantly vacant and in need of substantial
upgrading.

Since that time, the property has undergone a substantial renovation including
asbestos abatement and parking deck repair. The property is now 100% occupied.
Anchor tenants include Norwest Bank, AT&T, and the Larkin Hoffman Daly &
Lindgren law firm. Following the renovation, the building is considered to be an
A- to B+ property.

It should be noted that the parcel is large enough to accommodate an additional
300,000 square feet of office development. The buyer reportedly attributed very
little, if any, value to this excess land. Net operating income at the time of
sale was approximately $3,870,000 indicating a 9.0% going-in capitalization
rate. The property was originally listed for $45,000,000 in mid-1995.


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SALES COMPARISON APPROACH (continued)
- --------------------------------------------------------------------------------

Improved Sale Comparable No. 6

================================================================================


                               [GRAPHIC OMITTED]


================================================================================

Name                    701 Building
Location:               701 Fourth Avenue South
                        Downtown Minneapolis, MN
Sale Date:              Pending Sale - Listing with reported purchase agreement
Buyer:                  Reported to be Taylor Simpson Group
Seller:                 General Electric Capital Corporation
Land Area:              25,601 square feet, or 0.588 acres
Year Built:             Built in 1984


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Improved Sale Comparable No. 6 (cont'd)

Gross Building Area:    331,337 square feet
Rentable Area:          279,608 square feet
Building Efficiency:    84.4%
Land/Building Ratio:    0.8/1
% Occupied at Sale:     Reported at 100%
Height:                 Eighteen stories
Offering Price:         $26,700,000 ($27,300,000 less $600,000 credited to the
                        buyer for offsetting sub-return cash flow in the first
                        three years)
Price/Square Foot RA:   $95.49
Price/Square Foot RA:   $80.58

Comments: This Class B office property is located on the east edge of Downtown
Minneapolis at the corner of Fourth Avenue South and South Seventh Street. The
property sold to Colonial Realty in 1988 for $43,592,034 or $156.21 per square
foot of RA. General Electric took the property back and following the office
recovery is offering the property for sale. The January 2, 1995 Assessed value
for taxes payable in 1996 is $17,600,000. The January 2, 1996 Assessed value is
$23,900,000. The property was listed for sale at $28,000,000.

Net operating income is budgeted at $1,532,000 or $5.47 per square foot for
fiscal year end 1997. The resulting going-in capitalization rate of 5.74% is
inordinately low given that many of the existing leases are below market. In the
next three years, 45% of all the space turns. The seller has underwritten the
rents on the rollover space (in 1996 dollars) between $13 and $14 per square
foot net.

This property is best described as a suburban office building in a downtown
location. Although the property has a restaurant and is skyway linked, it lacks
several items typically found in downtown office towers including formal
storage, skyway retail and subterranean parking. The property's octagonal design
and the location of the structural columns results in difficult office layout
patterns.


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SALES COMPARISON APPROACH (continued)
- --------------------------------------------------------------------------------

Improved Sale Comparable No 7

================================================================================


                               [GRAPHIC OMITTED]


================================================================================

Name:                   Fifth Street Towers
Location:               100 & 150 South Fifth Street
                        Downtown Minneapolis, MN
Sale Date:              December 20, 1996
Buyer:                  Property Minnesota Two LLC c/o Jones Lang Wootton Realty
Seller:                 Trustees of LaSalle Fund IV
Land Area:              51,941 square feet, or 1.19 acres
Year Built:             Built in 1984 and 1988


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Improved Sale Comparable No.7 (cont'd)

Gross Building Area:    1,282,120 square feet
Rentable Area:          1,022,292 square feet
Building Efficiency:    80.5%
Land/Building Ratio:    0.04/1
% Occupied at Sale:     Reported at 90%
Height:                 25 and 36 stories
Sales Price:            $140,895,000 ($141,895,000 less $1,000,000 for personal
                        property and artwork)
Price/Square Foot GBA:  $109.89
Price/Square Foot RA:   $137.82

Comments: These Class A office properties are referred to as the Fifth Street
Towers. The building located at 100 South 5th Street was constructed in 1985 and
is comprised of 414,581 square feet of rentable area. The property is currently
88% occupied with quoted rental rates from $14.00 to $16.00 per square foot net.
The 150 South 5th Street Building was constructed in 1988 and is comprised of
607,711 square feet. The property is currently 89% occupied with a similar
rental rate. This building's primary tenant is the Leonard, Street & Deinard law
firm.

According to the offering, 1997 net operating income is projected at $13,500,000
or $13.21 per square foot of rentable area. Based on this figure the going-in
capitalization rate is 9.58%. Year one cash flow is $9,868,000 indicating a
first year cash on cash return of 7.0%. Approximately 30% of the space turns in
the next two years and capital, in the form of leasing commissions and tenant
improvements, are budgeted at $3,600,000 in year one and $4,300,000 in year two.
Net rents were projected at $15 per square foot for the lower tower floors and
$16 per square foot for the upper tower floors.

Overall, this is a very good comparable given its recent closing and location
just two blocks from the subject.


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                                DAIN PLAZA OFFICE
                              60 South Sixth Street
                                 Minneapolis, MN
                        SCHEDULE OF PROSPECTIVE CASH FLOW
           In Inflated Dollars for the Fiscal Year beginning 3/1/1997

<TABLE>
<CAPTION>
                                  Year 1       Year 2        Year 3       Year 4       Year 5       Year 6        Year 7 
For the Years Ending            Feb-1998     Feb-1999      Feb-2000     Feb-2001     Feb-2002     Feb-2003      Feb-2004 
                              ----------   ----------    ----------   ----------   ----------   ----------    ---------- 

<S>                           <C>          <C>           <C>          <C>          <C>          <C>          <C>         
POTENTIAL GROSS
 REVENUE
 Base Rental Revenue          $5,880,720   $6,338,955    $6,947,019   $7,612,615   $8,545,456   $9,880,722   $10,336,478 
 Absorption & Turnover
  Vacancy                        (11,990)     (45,501)      (11,177)     (99,848)     (25,305)    (113,632)      (93,527)
                              ----------   ----------    ----------   ----------   ----------   ----------    ---------- 
 
 Scheduled Base
  Rental Revenue               5,868,730    6,293,454     6,935,842    7,512,767    8,520,151    9,767,090    10,242,951 
 Base Rental Step Revenue                       1,945        10,657       24,129       35,961       66,802       120,477 
 Miscellaneous Rental
  Revenue                        206,626      210,084       216,308      226,359      235,711      253,840       259,371 

Expense Reimbursement
 Revenue
 cleaning                        616,277      648,293       687,211      714,522      747,249      767,287       795,826 
 electrical maintenance           18,965       19,949        21,148       21,984       22,994       23,607        24,488 
 plumbing maintenance              3,794        3,991         4,229        4,397        4,600        4,725         4,899 
 HVAC                            130,366      137,139       145,375      151,145      158,076      162,308       168,346 
 elevator & escalator             99,551      104,723       111,011      115,424      120,710      123,946       128,560 
 security & safety               165,917      174,538       185,016      192,374      201,184      206,577       214,263 
 general building costs          142,216      149,608       158,585      164,891      172,439      177,067       183,653 
 common area costs               180,141      189,499       200,876      208,861      218,420      224,287       232,625 
 repairs & maintenance            94,812       99,738       105,725      109,927      114,953      118,044       122,435 
 loading dock                     18,965       19,949        21,148       21,984       22,994       23,607        24,488 
 comm. center                    199,105      209,447       222,022      230,842      241,420      247,895       257,112 
 energy costs                  1,090,337    1,146,982     1,215,838    1,264,149    1,322,053    1,357,516     1,408,011 
 water & sewer                    28,442       29,918        31,717       32,979       34,486       35,412        36,728 
 administration                  189,620      199,477       211,448      219,851      229,918      236,092       244,869 
 insurance                        78,704       82,797        87,767       91,254       95,434       97,991       101,640 
 real estate taxes             3,749,272    3,948,122     4,188,975    4,356,188    4,557,491    4,687,572     4,864,185 
 Management Fee                  172,010      190,677       215,227      232,528      256,413      274,818       288,671 
 Special Assessments              89,112       88,222        76,334       77,251      78, 424       78,369        79,031 
                              ----------   ----------    ----------   ----------   ----------   ----------    ---------- 

Total Reimbursement
 Revenue                       7,067,606    7,443,069     7,889,652    8,210,451    8,599,268    8,847,120     9,179,830 

Storage Income                    30,175       31,231        32,324       33,456       34,627       35,838        37,093 
                              ----------   ----------    ----------   ----------   ----------   ----------    ---------- 

TOTAL POTENTIAL
 GROSS REVENUE                13,173,137   13,979,793    15,864,763   16,007,162   12,425,718   18,970,696    19,829,722 
 Collection Loss                 (65,866)     (69,899)      (75,424)     (80,036)     (87,129)     (94,853)      (99,199)
                              ----------   ----------    ----------   ----------   ----------   ----------    ---------- 

EFFECTIVE GROSS
 REVENUE                      13,107,271   13,909,884    15,009,359   15,927,126   17,338,589   18,875,837    19,740,523 
                              ----------   ----------    ----------   ----------   ----------   ----------    ---------- 

OPERATING EXPENSES
 cleaning                        653,792      676,674       700,358      724,871      750,241      776,499       803,677 
 electrical maintenance           20,117       20,821        21,549       22,304       23,084       23,892        24,279 
 plumbing maintenance              4,023        4,164         4,310        4,461        4,617        4,778         4,946 
 HVAC                            138,302      142,143       148,153      153,338      158,705      164,259       170,009 
 elevator & escalator            105,613      109,309       113,135      117,094      121,193      125,435       129,825 
 security & safety               176,021      182,182       188,558      195,157      201,988      209,058       216,375 
 general building costs          150,875      156,156       161,621      167,278      173,133      179,192       185,464 
 common area costs               191,108      197,797       204,720      211,885      219,301      226,977       234,921 
 repairs & maintenance           100,583      104,104       107,747      111,519      115,422      119,461       123,643 
 loading dock                     20,117       20,821        21,549       22,304       23,084       23,892        24,729 
 comm. center                    211,225      218,618       226,270      234,189      242,386      250,869       259,649 
 energy costs                  1,156,708    1,197,193     1,239,095    1,282,463    1,327,349    1,373,807     1,421,890 
 water & sewer                    30,175       31,231        32,324       33,456       34,627       35,838        37,093 
 administration                  201,167      208,208       215,495      223,037      230,843      238,923       247,285 
 insurance                        83,497       86,420        89,444       92,575       95,815       99,169       102,639 
 real estate taxes             4,136,141    4,280,905     4,430,737    4,585,813    4,746,316    4,912,438     5,084,373 
 Management Fee                  393,218      417,297       450,281      477,814      520,158      566,275       592,216 
 Special Assessments              98,311       95,667        80,745       81,204       81,668       82,136        82,609 
 landlord expenses                25,146       26,026        26,937       27,880       28,855       29,865        30,911 
 structural reserve               29,821       30,864        31,945       33,063       34,220       35,418        36,657 
                              ----------   ----------    ----------   ----------   ----------   ----------    ---------- 

TOTAL OPERATING
 EXPENSES                      7,925,960    8,207,600     8,494,973    8,801,705    9,133,005    9,478,181     9,813,639 
                              ----------   ----------    ----------   ----------   ----------   ----------    ---------- 

NET OPERATING INCOME           5,181,311    5,702,284     6,514,386    7,125,421    8,205,584    9,397,656     9,926,884 
                              ----------   ----------    ----------   ----------   ----------   ----------    ---------- 

LEASING & CAPITAL COSTS
 Tenant Improvements             383,927      619,705       560,368      837,901      181,477      728,055       758,335 
 Leasing Commissions              44,338       89,534        73,713      155,822       36,296      145,610       151,668 
                              ----------   ----------    ----------   ----------   ----------   ----------    ---------- 

TOTAL LEASING &
 CAPITAL COSTS                   428,265      709,239       634,081      993,723      217,773      873,665       910,003 
                              ----------   ----------    ----------   ----------   ----------   ----------    ---------- 

CASH FLOW BEFORE
 DEBT SERVICE
 & INCOME TAX                 $4,753,046   $4,993,045    $5,880,305   $6,131,698   $7,987,811   $8,523,991    $9,016,881 
                              ==========   ==========    ==========   ==========   ==========   ==========    ========== 

<CAPTION>
                                   Year 8        Year 9       Year 10       Year 11       Year 12       Year 13 
For the Years Ending             Feb-2005      Feb-2006      Feb-2007      Feb-2008      Feb-2009      Feb-2010 
                              -----------   -----------   -----------    ----------   -----------   ----------- 
                                                                       
<S>                           <C>           <C>           <C>            <C>          <C>           <C>         
POTENTIAL GROSS                                                        
 REVENUE                                                               
 Base Rental Revenue          $10,778,410   $11,430,504   $11,654,757    $12423,317   $12,631,786   $12,862,919 
 Absorption & Turnover                                                 
  Vacancy                        (205,829)      (50,845)     (537,252)      (31,105)     (124,785)     (129,976)
                              -----------   -----------   -----------    ----------   -----------   ----------- 
                                                                       
 Scheduled Base                                                        
  Rental Revenue               10,572,581    11,379,659    11,117,505    12,392,212    12,507,001    12,732,943 
 Base Rental Step Revenue         118,650       141,892       189,311       179,915       221,045       338,737 
 Miscellaneous Rental                                                  
  Revenue                         245,206       193,856       163,626  
                                                                       
Expense Reimbursement                                                  
 Revenue                                                               
 cleaning                         816,414       857,365       853,500       920,064       945,796       978,846 
 electrical Maintenance            25,123        26,378        26,262        28,309        29,099        30,118 
 plumbing Maintenance               5,025         5,277         5,253         5,660         5,819         6,021 
 HVAC                             172,701       181,367       180,546       194,629       200,070       207,065 
 elevator & escalator             131,882       138,495       137,880       148,626       152,782       158,121 
 security & safety                219,802       230,829       229,789       247,711       254,641       263,538 
 general building costs           188,404       197,855       196,963       212,326       218,256       225,882 
 common area costs                238,643       250,613       249,488       268,943       276,465       286,124 
 repairs & maintenance            125,600       131,902       131,309       141,548       145,506       150,595 
 loading dock                      25,123        26,378        26,262        28,309        29,099        30,118 
 comm. center                     263,766       276,993       275,747       297,252       305,563       316,239 
 energy costs                   1,444,421     1,516,881     1,510,047     1,627,805     1,673,332     1,731,792 
 water & sewer                     37,679        39,572        39,394        42,465        43,649        45,170 
 administration                   251,202       263,805       262,616       283,096       291,014       301,181 
 insurance                        104,265       109,499       109,002       117,504       120,790       125,009 
 real estate taxes              4,988,410     5,241,333     5,242,948     5,820,683     5,983,472     6,192,530 
 Management Fee                   313,656       403,876       431,460       683,989       716,895       738,670 
 Special Assessments               78,762        80,418        78,240        84,348        84,258        78,949 
                              -----------   -----------   -----------    ----------   -----------   ----------- 
                                                                       
Total Reimbursement                                                    
 Revenue                        9,430,878     9,978,836     9,986,706    11,153,267    11,476,507    11,865,968 
                                                                       
Storage Income                     38,391        39,735        41,125        42,565        44,055        45,596 
                              -----------   -----------   -----------    ----------   -----------   ----------- 
                                                                       
TOTAL POTENTIAL                                                        
 GROSS REVENUE                 20,405,706    21,733,978    21,498,273    23,767,959    24,248,608    24,983,244 
 Collection Loss                 (102,029)     (108,670)     (107,491)     (118,840)     (121,243)     (124,916)
                              -----------   -----------   -----------    ----------   -----------   ----------- 
                                                                       
EFFECTIVE GROSS                                                        
 REVENUE                       20,303,677    21,625,308    21,390,782    23,649,119    24,127,365    24,858,328 
                              -----------   -----------   -----------    ----------   -----------   ----------- 
                                                                       
OPERATING EXPENSES                                                     
 cleaning                         831,806       860,919       891,501       922,238       954,516       987,924 
 electrical maintenance            25,594        26,490        27,417        28,377        29,370        30,398 
 plumbing maintenance               5,119         5,298         5,483         5,675         5,874         6,080 
 HVAC                             175,959       182,117       188,492       195,089       201,917       208,984 
 elevator & escalator             134,369       139,071       143,939       148,977       154,191       159,588 
 security & safety                223,948       231,786       239,898       248,295       256,985       265,980 
 general building costs           191,955       198,674       205,627       212,824       220,273       227,982 
 common area costs                243,143       251,653       260,461       269,577       279,012       288,778 
 repairs & maintenance            127,970       132,449       137,085       141,883       146,849       151,988 
 loading dock                      25,594        26,490        27,417        28,377        29,370        30,398 
 comm. center                     268,737       278,143       287,878       297,954       308,382       319,175 
 energy costs                   1,471,656     1,523,164     1,576,475     1,631,651     1,688,759     1,747,866 
 water & sewer                     38,391        39,735        41,125        42,565        44,055        45,596 
 administration                   255,940       264,898       274,170       283,765       293,697       303,977 
 insurance                        106,232       109,950       113,798       117,781       121,903       126,170 
 real estate taxes              5,262,326     5,446,507     5,637,135     5,834,435     6,038,640     6,249,992 
 Management Fee                   609,110       648,759       641,723       709,474       723,821       745,750 
 Special Assessments               83,085        83,567        84,054        84,546        85,042        79,729 
 landlord expenses                 31,993        33,112        34,271        35,471        36,712        37,997 
 structural reserve                37,940        39,268        40,642        42,065        43,537        45,061 
                              -----------   -----------   -----------    ----------   -----------   ----------- 
                                                                       
TOTAL OPERATING                                                        
 EXPENSES                      10,150,867    10,522,050    10,858,141    11,281,019    11,662,905    12,059,413 
                              -----------   -----------   -----------    ----------   -----------   ----------- 
                                                                       
NET OPERATING INCOME           10,152,810    11,103,258    10,532,641    12,368,100    12,464,460    12,798,915 
                              -----------   -----------   -----------    ----------   -----------   ----------- 
                                                                       
LEASING & CAPITAL COSTS                                                  
 Tenant Improvements            1,455,266       418,104     3,198,353       877,926       894,966       932,188 
 Leasing Commissions              291,055        83,620       639,671       175,584       178,993       186,435 
                              -----------   -----------   -----------    ----------   -----------   ----------- 
                                                                       
TOTAL LEASING &                                                        
 CAPITAL COSTS                  1,746,321       501,724     3,838,024     1,053,510     1,073,959     1,118,623 
                              -----------   -----------   -----------    ----------   -----------   ----------- 
                                                                       
CASH FLOW BEFORE                                                       
 DEBT SERVICE                                                          
 & INCOME TAX                  $8,406,489   $10,601,534    $6,694,617   $11,314,590   $11,390,501   $11,680,292 
                              ===========   ===========   ===========   ===========   ===========   =========== 
                                                                      
<CAPTION>
                                   Year 14       Year 15       Year 16
For the Years Ending              Feb-2011      Feb-2012      Feb-2013
                                ----------    ----------    ----------

<S>                            <C>           <C>           <C>        
POTENTIAL GROSS
 REVENUE
 Base Rental Revenue           $13,160,506   $13,681,333   $13,892,982
 Absorption & Turnover
  Vacancy                         (249,426)      (71,663)     (548,185)
                               -----------   -----------   -----------
 
 Scheduled Base
  Rental Revenue                12,911,080    13,609,670    13,344,797
 Base Rental Step Revenue          216,096       366,562       443,704
 Miscellaneous Rental
  Revenue                     

Expense Reimbursement
 Revenue
 cleaning                        1,005,072     1,053,279     1,057,020
 electrical Maintenance             30,928        32,407        32,526
 plumbing Maintenance                6,187         6,482         6,506
 HVAC                              212,611       222,813       223,600
 elevator & escalator              162,357       170,150       170,752
 security & safety                 270,598       283,580       284,581
 general building costs            231,941       243,062       243,926
 common area costs                 293,791       307,881       308,975
 repairs & maintenance             154,628       162,042       162,618
 loading dock                       30,928        32,407        32,526
 comm. center                      324,719       340,294       341,499
 energy costs                    1,778,198     1,863,495     1,870,112
 water & sewer                      46,387        48,614        48,784
 administration                    309,249       324,087       325,237
 insurance                         128,357       134,519       134,996
 real estate taxes               6,358,471     6,663,463     6,687,115
 Management Fee                    751,879       785,773       790,095
 Special Assessments                50,304        51,078        48,297
                               -----------   -----------   -----------

Total Reimbursement
 Revenue                        12,146,605    12,725,426    12,769,165

Storage Income                      47,192        48,844        50,554
                               -----------   -----------   -----------

TOTAL POTENTIAL
 GROSS REVENUE                  25,320,973    26,750,502    26,608,220
 Collection Loss                  (126,605)     (133,753)     (133,041)
                               -----------   -----------   -----------

EFFECTIVE GROSS
 REVENUE                        25,194,368    26,616,749    26,475,179
                               -----------   -----------   -----------

OPERATING EXPENSES
 cleaning                        1,022,501     1,058,289     1,095,329
 electrical maintenance             31,462        32,563        33,702
 plumbing maintenance                6,292         6,513         6,740
 HVAC                              216,298       223,869       231,704
 elevator & escalator              165,173       170,954       176,938
 security & safety                 275,289       284,924       294,896
 general building costs            235,962       244,221       252,768
 common area costs                 298,885       309,346       320,173
 repairs & maintenance             157,308       162,814       168,512
 loading dock                       31,462        32,563        33,702
 comm, center                      330,347       341,909       353,876
 energy costs                    1,809,041     1,872,357     1,937,890
 water & sewer                      47,192        48,844        50,554
 administration                    314,616       325,627       337,024
 insurance                         130,586       135,157       139,887
 real estate taxes               6,468,742     6,695,148     6,929,478
 Management Fee                    755,831       798,502       794,255
 Special Assessments                51,164        51,324        50,000
 landlord expenses                  39,327        40,703        42,128
 structural reserve                 46,638        48,270        49,960
                               -----------   -----------   -----------

TOTAL OPERATING
 EXPENSES                       12,434,116    12,883,897    13,299,516
                               -----------   -----------   -----------

NET OPERATING INCOME            12,760,252    13,732,852    13,175,663
                               -----------   -----------   -----------

LEASING & CAPITAL COSTS
 Tenant Improvements             1,659,257       645,268       339,006
 Leasing Commissions               331,851       129,055        67,800
                               -----------   -----------   -----------

TOTAL LEASING &
 CAPITAL COSTS                   1,991,108       774,323       406,806
                               -----------   -----------   -----------

CASH FLOW BEFORE
 DEBT SERVICE
 & INCOME TAX                  $10,769,144   $12,958,529   $12,768,857
                               ===========   ===========   ===========
</TABLE>

<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

YIELD CAPITALIZATION ANALYSIS (continued)

- --------------------------------------------------------------------------------
DAIN BOSWORTH OFFICE TOWER
DISCOUNTED CASH FLOW ANALYSIS
- --------------------------------------------------------------------------------

INDICATED VALUE:                                             $86,002,629
DIVIDE RENTABLE AREA-SF:                        /                592,593
- ------------------------------------------------------------------------
INDICATED VALUE PER SQUARE FOOT:                                 $145.13

GOING IN CAPITALIZATION RATE:                                      6.02%
TERMINAL CAP RATE:                                                 9.00%
DISCOUNT RATE:                                                    11.00%
COSTS OF SALE:                                                     -1.0%
PRESENT VALUE OF CASH FLOW:                                  $40,463,907
  % OF NPV                                                        47.05%
PRESENT VALUE OF RESIDUAL:                                   $45,538,722
  % OF NPV                                                        52.95%

- --------------------------------------------------------------------------------
                                    = CASH FLOW       X             =
YEAR  CASH FLOW   + REVERSION (1)   + REVERSION   PV FACTOR      SUBTOTAL
- --------------------------------------------------------------------------------
 1     $4,753,046             $0     $4,753,046      0.90     $4,282,023
 2     $4,993,045             $0     $4,993,045      0.81     $4,052,467
 3     $5,880,305             $0     $5,880,305      0.73     $4,299,628
 4     $6,131,698             $0     $6,131,698      0.66     $4,039,139
 5     $7,987,811             $0     $7,987,811      0.59     $4,740,377
 6     $8,523,991             $0     $8,523,991      0.53     $4,557,274
 7     $9,016,881             $0     $9,016,881      0.48     $4,343,057
 8     $8,406,489             $0     $8,406,489      0.43     $3,647,798
 9    $10,601,534             $0    $10,601,534      0.39     $4,144,402
10     $6,694,617   $129,303,604   $135,998,221      0.35    $47,896,462
- --------------------------------------------------------------------------------
NET PRESENT VALUE                                            $86,002,629

(1)

      AVG. NET OPERATING INCOME-YR 9-13          $11,853,475
      DIVIDE TERMINAL CAPITALIZATION RATE    /        9.00%
      ------------------------------------------------------
      REVERSIONARY SALE PROCEEDS                $131,705,276
      LESS: 11TH YEAR TENANT IMPROVEMENTS          ($877,926)
      LESS: 11TH YEAR COMMISSIONS/RESERVE          ($217,649)
      ------------------------------------------------------
      SUBTOTAL                                  $130,609,701
      LESS: COSTS OF SALE                        ($1,306,097)
      NET REVERSIONARY PROCEEDS                 $129,303,604
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 148
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

YIELD CAPITALIZATION ANALYSIS (continued)

The following pricing matrix has been calculated based on the discounted cash
flow model found on the preceding page. The matrix displays the range of net
present value as a function of both the yield rate or internal rate of return
and the terminal capitalization rate.

- --------------------------------------------------------------------------------
                           TERMINAL CAPITALIZATION RATES

                  8.50%        9.00%      9.500%       10.00%       10.50%
- --------------------------------------------------------------------------------
  I  10.75%   $90,287,709  $87,524,892  $85,052,898   $82,828,103  $80,8l5,l94
  R                                                               
  R  11.00%   $88,703,87  $86,002,629  $83,585,749   $81,410,558  $79,442,528
                                                                  
  R  11.25%   $87,155,209  $84,514,082  $82,150,969   $80,024,167  $78,099,917
  A                                                               
  T  11.50%   $85,640,903  $83,058,401  $80,747,741   $78,668,146  $76,786,609
  E                                                               
  S  11.75%   $84,160,065  $81,634,758  $79,375,273   $77,341,737  $75,501,870
- --------------------------------------------------------------------------------

Based on the subject's size, quality, age, anchor tenant composite, and location
in Downtown Minneapolis, it is the appraisers' opinion that a yield and terminal
capitalization rate near the lower end of the range would be appropriate.

================================================================================

      Estimated Market Value
      By Yield Capitalization,      $86,000,000

================================================================================


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 149
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

MARKET ANALYSIS - RETAIL

The Gaviidae I retail component consists of a five level specialty retail mall
anchored by a four level Saks Fifth Avenue Department store. Retail levels one
and two are generally occupied by regional and national retail tenants. The
third, fourth and fifth floors were converted to general office space in 1996
and are nearly 100% occupied by National City Bank. Tenant areas and vacancy are
exhibited below:

      GAVIIDAE I
      ---------------------------------------------------------------
                                         % of  Expiration   Remaining
      Major Tenants          Area-sf      GLA        Date    Term-Yrs
      ---------------------------------------------------------------
      Saks Fifth Avenue      118,338    46.5%     1/31/15       17.90
      National City Bank      95,757    37.6%     3/31/06        9.09
      ---------------------------------------------------------------
      Total Anchors          214,095    84.1%
      In-Line Retail          33,792    13.3%
      Vacant In-Line Retail    6,593     2.6%
      ---------------------------------------------------------------
      Total GLA              254,480   100.0%
      ---------------------------------------------------------------

The Gaviidae II retail component consists of a four level specialty retail mall
anchored by a four level Neiman Marcus Department store. Retail levels one
through three are generally occupied by regional and national retail tenants.
The fourth floor is operated as a food court. Tenant areas and vacancy are
exhibited below:

      GAVIIDAE II
      ---------------------------------------------------------------
                                         % of  Expiration     Remain.
      Major Tenants          Area-sf      GLA        Date    Term-Yrs
      ---------------------------------------------------------------
      Neiman Marcus          119,271    63.2%      1/2004        7.08
      Total Anchors          119,271    63.2%                              %
                                                 Occupied      Vacant   Vacant
                                                ------------------------------
      Food Court              12,031     6.4%       5,561       6,470    53.8%
      In-Line Retail          57,562    30.5%      39,153      18,409    32.0%
      ------------------------------------------------------------------------
      Totals                 188,864   100.0%                  24,879    13.2%
      ------------------------------------------------------------------------

For the most part leases are written on a net basis with the tenant paying their
pro-rata share of operating expenses (offset by anchor CAM contribution) and
real estate taxes over the leasable area. However, as a result of weak sales, a
number of tenants in both developments are paying a gross rent based on a
percent of total sales, usually 10%. Rent rolls are included in the respective
Income Approach sections. Major tenant lease summaries are included in the
Addenda of this report.


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 150
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

MARKET ANALYSIS - RETAIL (continued)

The Downtown Minneapolis retail market is comprised of approximately 1,800,000
square feet of store, restaurant and service space including an extensive skyway
retail component. The Downtown retail market contracted with the closing of the
Conservatory in the Third Quarter of 1996. This property, which measured roughly
380,000 square feet, is scheduled for demolition in the First Quarter of 1997.
The bulk of all shopping retail is comprised in the following properties.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                   GLA-     Vacant  Overall  In-Line   Vacant  In-line   Quoted  Net Rent  Operating    1996
Property            SF        SF    Vacancy    SF        SF    Vacancy   Low/sf   High/sf  Expense/sf  Sale/sf   Anchors
- ------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>      <C>       <C>     <C>       <C>      <C>      <C>      <C>        <C>        <C>     <C>
IDS Crystal
 Court            166,298   8,888     5.3%   100,720    8,888    8.8%    $20.00   $75.00     $13.56     $236    TJ Maxx (35,578 sf)
                                                                                                                Gap, Gap Kids
                                                                                                                Banana Republic
                                                                                                                AMEX Cafeteria
                                                                                                                 (30,000 sf)
                                                                                                                William-Sonoma

Gaviidae
 Common I         254,480   6,593     2.6%    42,092    6,593   15.7%    $15.00   $30.00     $23.58     $244    Saks Fifth Avenue
                                                                                                                  (118,338 sf)
                                                                                                                National City Bank
                                                                                                                  (95,575 sf)

Gaviidae
 Common II        188,864  24,879    13.2%    69,593   24,879   35.7%    $20.00   $40.00     $28.81     $244    Neiman Marcus
                                                                                                                  (119,271 sf)

Dayton's
 Dept. Store      500,000       0     0.0%         0        0    0.0%

City Center       370,150  45,557    12.3%   215,351   45,557   21.2%    $15.00   $30.00     $22.94     $189    Montgomery Ward
                                                                                                                  (104,636 sf)
                                                                                                                Marshall's
                                                                                                                  (50,163 sf)
- ------------------------------------------------------------------------------------------------------------------------------------
Totals/Average  1,479,792  85,917     5.8%   427,756   85,917   20.1%    $17.50   $43.75     $22.22     $228
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

A brief discussion of IDS and City Center are as follows:

IDS Crystal Court - The IDS Center is a mixed use development containing office,
retail, parking and hotel applications. The property was built in 1973. The
retail component is located on the basement, first and second (skyway) levels
and contains approximately 166,000 square feet. Occupancy is 95%. In 1993, the
retail area underwent a substantial redevelopment including the addition of Gap,
Gap Kids, and Banana Republic in the former Woolworth's space. Banana Republic
relocated from their location in the Conservatory. With their new store in the
IDS Center less than a block away, the Gap is not expected to renew their lease
at the City Center. It is rumored that the TJ Maxx store, which is located in
the basement, may close. Marshall's and TJ Maxx merged in 1995 and the economics
of operating two stores within several hundred feet of each other is reportedly
poor. There is currently one large vacancy located on the first floor. This
space has been vacant for two years. Total retail sales for 1996 are reported at
$236 per square foot, up from $228 per square foot in 1995.

City Center - City Center consists of a 50-story, 1,081,641 rentable square foot
Class A office tower, a 104,636 square foot department store occupied by
Montgomery Ward, a 50,163 square foot store occupied by Marshall's, and a
215,478 square foot, multi-tenant, three level, vertical retail mall. The entire
development was constructed in 1981 and 1982. The specialty retail portion is
referred to as City Center. There are over 60 tenants in this portion of the
retail center. In addition, Marshall's and Montgomery Ward anchor the specialty
retail component. The department store area was formerly occupied by a single
tenant; Carson Pirie Scott. In January of 1993, City Center's anchor retail
tenant, Carson Pirie Scott (275,276 square feet) vacated the property due to
financial difficulty. Ownership responded with a major renovation of the project
Including the reconfiguration of this former anchor tenant space. New tenants
included Filene's Basement, Montgomery Wards, and a variety of mall retail
tenants. The renovation was completed in September of 1993 at a total cost of
approximately $20,000,000.


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 151
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

MARKET ANALYSIS - RETAIL (continued)

Filene's Basement vacated the property on February 28, 1995. The lease was
assigned to Marshall's who took occupancy on March 1, 1995. It should be noted
that Filene's Basement closed all of their Twin Cities stores with exception to
a single store at the Mall of America in Bloomington. The Mall of America store
reportedly has a continuous occupancy clause. Retail sales history is offered
below:

            ---------------------------
            Year       $ Sales    $/Sf(1)
            ---------------------------
            1991     $62,123,487   $145
            1992     $49,031,140   $101
            1993     $44,098,708   $127
            1994     $48,817,619   $146
            1995     $46,281,232   $138
            1996     $44,922,314   $135
            ---------------------------

            (1) Sales per square foot of occupied area

The precipitous decline between 1991 and 1992 sales volume was almost entirely
due to the closure of Carson Pirie Scott. Lower sales volume and increased
vacancy have led to lower rents. Compared to the Gaviidae Developments, City
Center is predominantly occupied with lower price point retailers. For the most
part, the tenant composite is consistent with that found at regional malls
throughout the Twin Cities area. Operating expenses were $22.35 per square foot
in 1996. For 1997, budgeted expenses are $23.59 per square foot, an increase of
5.5%. Overall, the Gaviidae Developments do not directly compete with City
Center.

Both Towle and the Minnesota Shopping Center Association (MSCA) classify City
Center as a regional mall. IDS Crystal Court and the subject Gaviidae
developments are classified as specialty centers. MSCA describes specialty
centers as... "generally unanchored centers offering discretionary goods
retailers." Historical occupancy information for the Specialty Center
classification is offered on the following page:


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 152
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

MARKET ANALYSIS - RETAIL (continued)

                                SPECIALTY RETAIL
                         HISTORICAL VACANCY & ABSORPTION
                      FIRST QUARTER 1991 - FIRST QUARTER 1996
- --------------------------------------------------------------------------------
                              TOTAL     TOTAL
              STUDY  # OF   RENTABLE   AMOUNT  PERCENT      NET           %
Sector        DATE   BLDGS   AREA-SF   VACANT   VACANT   ABSORPTION   ABSORBED
- --------------------------------------------------------------------------------
Minneapolis   1991   5       740,246   182,770  24.69%     (44,646)    -6.03%
              1992   5       732,246   222,535  30.39%     (47,765)    -6.52%
              1993   6       787,544   187,941  23.86%     108,594     13.79%
              1994   6       787,544   267,117  33.92%     (79,176)   -10.05%
              1995   5       701,946   257,500  36.68%       3,817      0.54%
              1996   5       701,946   254,500  36.26%      82,798     11.80%
              1997   4       550,169    85,748  15.59%      23,752      4.32%
- --------------------------------------------------------------------------------
Southwest     1991   1       242,355         0   0.00%           0      0.00%
(Galleria)    1992   1       417,784    75,201  18.00%     100,228     23.99%
              1993   1       417,784    75,201  18.00%           0      0.00%
              1994   1       417,784    62,200  14.89%      13,001      3.11%
              1995   1       417,784    75,201  18.00%     (13,001)    -3.11%
              1996   1       417,784    31,000   7.42%      44,201     10.58%
              1997   1       417,784     8,000   1.91%      23,000      5.51%
- --------------------------------------------------------------------------------
St. Paul      1991   3       200,200    29,500  14.74%      28,500     14.24%
              1992   3       261,535    75,155  28.74%     (42,655)   -l6.31%
              1993   5       261,535    27,048  10.34%       3,022      1.16%
              1994   3       262,650    22,580   8.60%       5,583      2.13%
              1995   5       262,650    25,976   9.89%      (3,396)    -1.29%
              1996   5       262,650    28,000  10.66%      (2,024)    -0.77%
              1997   5       262,650    17,862   6.80%      10,138      3.86%
- --------------------------------------------------------------------------------
West          1991   1        74,600    40,284  54.00%          81      0.11%
              1992   1        74,600    57,500  77.08%     (17,216)   -23.08%
              1993   0             0         0   0.00%           0      0.00%
              1994   0             0         0   0.00%           0      0.00%
              1995   0             0         0   0.00%           0      0.00%
              1996   0             0         0   0.00%           0      0.00%
              1997   0             0         0   0.00%           0      0.00%
- --------------------------------------------------------------------------------
Total         1991   9     1,257,401   252,554  20.09%     (16,065)    -1.28%
              1992   10    1,486,165   430,391  28.96%      (7,408)    -0.50%
              1993   12    1,466,863   290,190  19.78%     111,616      7.61%
              1994   12    1,467,978   351,897  23.97%     (60,592)    -4.13%
              1995   11    1,382,310   358,677  25.95%     (12,580)    -0.91%
              1996   11    1,382,380   313,500  22.68%     124,975      9.04%
              1997   10    1,230,603   111,610   9.07%      56,890      4.62%
- --------------------------------------------------------------------------------
SOURCE: TOWLE REAL ESTATE COMPANY
- --------------------------------------------------------------------------------

In order to understand the condition of the specialty retail market it is
necessary to look at the historical evolution of this product type. According to
Towle Real Estate, there were 12 specialty center properties in the Twin Cities
as of the First Quarter of 1988. Gaviidae I opened in 1989. A listing is as
follows:


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                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 153
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<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

MARKET ANALYSIS - RETAIL (continued)

Market Sector           Property
- --------------------------------------------------------
Minneapolis             Conservatory
                        IDS Crystal Court
                        Calhoun Square
                        St. Anthony Main (Phases I-IV)
                        Riverplace
                        Gaviidae I (subject property)
                        Gaviidae II (subject property)
St. Paul                Galtier Plaza
                        Bandanna Square
                        Victoria Crossing (2 properties)
                        Pavilion Place
Southwest               Galleria
West                    Bonaventure

A historic outline is offered below:

1988 - In 1988, the Conservatory opened with much anticipation. It was the
highest quality and most upscale development in the Twin Cities. With the
opening of the Conservatory, the specialty center market experienced
approximately 75,000 square feet of positive absorption and an overall occupancy
of 86%. This positive absorption was short-lived. Over the next four years, the
specialty market experienced four years of negative absorption, totaling 155,000
square feet.

1989 - By 1989, construction of Gaviidae Common/Saks Fifth Avenue was well under
way. At the time, Towle classified both Gaviidae I and II as Regional Centers
given the anchor presence of Saks Fifth Avenue and Neiman Marcus. Although not
classified as specialty centers, the in-line tenant mix was specialty, creating
further competition in this market sector. Between 1988 and 1989, specialty
center vacancy increased from 14.3% to 20.1%.

1990 - A fairly quiet year with no additions to the market. However, vacancy
increased to 21.5%.

1991 - Although the specialty market was struggling enormously, not until this
point did physical/conceptual changes occur like in 1991. Pavilion Place, in
Roseville, was essentially demolished and incorporated into the Crossroads of
Roseville community center. St. Anthony Main (Phases I, II, & III) was converted
primarily to office space and was taken out of the study.

Galleria, the one bright spot in the specialty market, completed a 175,000
square foot expansion. Towle classifies Galleria as a specialty center despite
the fact that it is anchored by a flagship Gabberts furniture store. At 150,000
square feet, this is the largest retail furniture store in the Twin Cities, if
not the region.


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                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 154
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<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

MARKET ANALYSIS - RETAIL (continued)

Even with the removal of these centers from the Survey, vacancy improved only
modestly, from 21.5% to 20.1%. This indicates that a significant portion of the
vacant space is located in the surviving centers.

1992 - With the anticipated opening of the Mall of America, the regional and
specialty markets were bracing for new competition. Nearly all of the regional
malls had either undergone or were in the process of renovation. Gaviidae II
opened and for the fourth consecutive year, the specialty center sector
experienced negative absorption. As of the First Quarter of 1992, vacancy had
reached an all-time high of 29.0%.

1993 - The Mall of America opened in August of 1992 adding 2,300,000 square feet
to the existing market. Riverplace opened the night club concept dubbed
"Mississippi Live" occupying nearly 65,000 square feet in the troubled center.
At the Conservatory, all remaining retail tenants were moved to levels 1 and 2.
LaSalle Plaza opened, adding 68,000 square feet to the specialty center market.
The Palomino and The Rock Bottom Brewery restaurants were the only tenants in
occupancy.

Bonaventure, one of the Twin Cities' original specialty centers was purchased by
CSM Corporation and converted to a neighborhood center anchored by two
restaurants (Chammps and Leann Chin) and three discount retailers (Border's Book
Shop, Filene's Basement and JoAnn Fabrics).

In January of 1993, Carson Pirie Scott vacated their 275,000 square foot store
at City Center. The space was reconfigured resulting in an additional 12,500
square feet of in-line tenant space. The additional in-line space added further
competition to the market.

1994 - Specialty center vacancy rates rose from 19.8% to 24% from the First
Quarters of 1993 to 1994. At the IDS Crystal Court, F.W. Woolworth closed its
store to make way for The Gap, Gap Kids and Banana Republic. Both Saks Fifth
Avenue and Neiman Marcus converted their upper floors for the sale of clearance
items only. Mississippi Live at Riverplace closed and the center was removed
from the Towle retail survey.

1995 - Leasing efforts at the Conservatory were halted and the property was
removed from the Towle survey. The upper levels of Gaviidae I are vacated and
renovated into office space for National City Bank. Brookfield reaches a
multi-year settlement with the Minneapolis Assessor's Office to reduce the
assessed value of Gaviidae I. For taxes payable in 1995, the value was reduced
from $23,000,000 to $12,800,000.

1996 - Bandanna Square, a 148,000 square foot former specialty center in St.
Paul sold for $1.9 million or $13 per square foot. Although the first floor is
occupied by retailers and several restaurants, the second floor has been
converted to office and banquet room space. Ryan Cos. and Irwin Jacobs enter
into a purchase agreement on the Conservatory property. Demolition was planned
in 1997.


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                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 155
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

MARKET ANALYSIS - RETAIL (continued)

The specialty retail market was initially well received by both tenants and
patrons. Bonaventure, St. Anthony Main, Riverplace, and Bandanna Square were
well occupied and tenant sales in the $400+ per square foot range were fairly
common. However, by 1987 the market began to suffer as consumer spending habits
changed from upscale to discount oriented shopping. The results are clear.
Between 1987 and 1989, all four phases of St. Anthony Main were taken back by
their respective lenders. In 1989, the St. Paul Port Authority took back
Bandanna Square. By 1990, the Conservatory, just completed three years earlier,
began losing tenants (the most noteworthy being Orvis and Harolds). By 1992, the
retail component was approximately 50% vacant.

The downturn experienced in the specialty retail market resulted from a change
in consumer spending and perhaps from a flawed concept. The movement from
upscale to discount spending was evident by 1990. The "shop 'til you drop"
mentality of the 1980's was over. The economy became recessionary following the
Gulf war. A study completed in September of 1993 by the Urban Land Institute
found that discounters accounted for 43% of total retail sales in 1992, up from
41% in 1991. The discounters' gain has come at the expense of smaller retailers.

The concept also had shortcomings. Restaurants were not anchor tenants. They
failed to attract retail customers. Regardless of the anchor tenant composite,
leasing upper levels proved extremely difficult. Drawing suburban shoppers also
proved difficult. Suburban shoppers were often unwilling to pay for parking.
Some were not comfortable with congested urban settings where most specialty
centers are located. These type of properties generally thrive in heavily
populated urban areas like Chicago and Boston. However, cities like Minneapolis
have a very small Downtown residential population.

The concept of shopping as entertainment gave way to convenience shopping.
Discounters continued to account for a greater percent of total retail sales.
Property owners have responded by replacing upscale retailers with more
value-oriented or discount players. For example, both Saks Fifth Avenue and
Neiman Marcus have converted their upper floors to clearance areas. IDS Crystal
Court added T. J. Maxx. Target has announced plans to open a Target store just
two blocks south of Gaviidae I on the Nicollet Mall. At City Center, Montgomery
Ward and the quintessential discounter, Filene's Basement, took occupancy after
Carson Pirie Scott vacated in 1993. Following Filene's closure, Marshall's took
occupancy.

This trend has pressured down overall sales in the Downtown area. Between 1994
and 1996, total retail sales at Gaviidae I, Gaviidae II, City Center and the IDS
Crystal Court have fallen 9% from $153 million to $139 million. This downward
trend is not expected to continue at the subject Gaviidae Developments given the
improving occupancy level of Gaviidae II and the conversion of the upper three
floors of Gaviidae I to general office space. Furthermore, despite overall
under-performing anchor tenant sales, Saks has experienced improved volume over
the last two years as exhibited on the following page.


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                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 156
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<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

MARKET ANALYSIS - RETAIL (continued)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
                               1994                            1995                          1996
Department Store     SF         $         $/SF       SF         $        $/SF      SF          $        $/SF
- --------------------------------------------------------------------------------------------------------------
<S>               <C>      <C>          <C>       <C>      <C>          <C>      <C>      <C>          <C>    
Neiman Marcus     119,271  $14,909,415  $125.00   119,271  $14,889,991  $124.84  119,271  $14,832,028  $124.36
Saks              118,338  $13,658,213  $115.42   118,338  $15,014,792  $126.88  118,338  $16,603,939  $140.31
- --------------------------------------------------------------------------------------------------------------
Subtotal          237,609  $28,567,628  $120.23   237,609  $29,904,783  $125.86  237,609  $31,435,967  $132.30
- --------------------------------------------------------------------------------------------------------------
</TABLE>

Given the historical performance of the upscale market, it is unlikely that this
market segment will experience further competition. In fact, the trend appears
to be moving in the opposite direction; toward more value-oriented retailing.
The announcement of the two-level Target on the Nicollet Mall is an example.

Unlike most neighborhood or community centers, specialty centers appear to
survive only under the most favorable circumstances. They require an excellent
location, a prosperous economy with high levels of discretionary income, a
strong tenant base and competent management. Take one or more of these
characteristics out and the center usually fails. On the other hand, a
neighborhood or community center may be poorly located with limited exposure or
be located in a declining neighborhood. However, because these type of centers
are predominantly occupied by tenants providing essential good and services
(non-discretionary items) like groceries, fuel, drugs and dry cleaning, they are
not affected, to the degree a specialty center is, by market influences.

The Community Center market was clearly the benefactor of these changing market
conditions. According to Towle, community center development grew from 7.55
million square feet in 1990 to 12.5 million square feet in 1996, a 66% increase.
The development was fueled by the expansion of several larger national anchor
tenants including Sportmart, Barnes & Noble Bookstore, Toys-R-Us, Office Max,
Wal-Mart, Marshall's, T.J. Maxx, Kohls, Best Buy and Target. Also fueling
development was the consolidation of the grocery industry. Locally based Super
Valu, recently acquired the Red Owl Food store chain and merged with Wetterau, a
Missouri based food supplier. Super Valu, with their Cub Foods stores and
Gateway/Scrivner, with their Rainbow Foods stores, have become the major players
in the marketplace. Many of the smaller stores in the metro have closed as a
result of fierce competition. Both grocers have become desirable anchor tenants.

There was also fierce competition among the discounters. The Twin Cities has
experienced substantial anchor tenant fallout in the last several years.
Closures include Highland Superstores, Carson Pirie Scott, Filene's Basement
(with exception to the Mall of America store which has a continuous occupancy
clause), Best, Children's Palace and most recently F&M Drug. Although not in the
Twin Cities market, Phar-Mor has closed several stores in the Wisconsin market.
As a result of increased competition, shopping center investors realize that the
trend is likely to continue and many are factoring in either a vacancy or credit
loss deduction against anchor income.

Another factor that may explain the lack of demand are the high occupancy costs
including not only rent, CAM and real estate taxes, but also worker's
compensation and health insurance. Minnesota's worker's compensation and real
estate taxes are among the highest in the nation. With increased competition and
high operating costs, profit margins are pressured downward.


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 157
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

MARKET ANALYSIS - RETAIL (continued)

The "sales mentality" is also pressuring profit margins down as customers are
becoming less willing to pay full retail knowing full well that most items will
go on sale within a short time frame. The large national tenants such as Target,
Dayton's, Wal-Mart, Sears, and K-Mart have increased the frequency of such sales
to the point where a customer may only have to wait one week or so before an
item is clearance priced. This mentality has most negatively affected the small
retail tenants who cannot make up lost revenue with increased volume.

As of the appraisal date, there are essentially only six specialty retail
centers operating in the Twin Cities; Gaviidae I and II, Galleria, Calhoun
Square, IDS Crystal Court, and Victoria Crossings, a small development located
on Grand Avenue is St. Paul. Bandanna Square is a hybrid office, banquet
facility and restaurant location with no recognized retailers. Galtier Plaza in
Downtown St. Paul has struggled since it was built and is generally considered a
failure.

The Conservatory, which is scheduled for demolition sometime in 1997, requires
some additional commentary. This property was a 249,000 square foot, upscale
retail center with office space on the fifth and sixth floors. Tenants
originally included Mark Shale, Harold's, FAO Schwartz, Coach, Banana Republic,
Williams Sonoma, Tejas Restaurant, Goodfellow's Restaurant, Orvis and a host of
other upscale retailers. The property is skyway linked over South 8th Street to
Dayton's in two places and also has a tunnel under South 8th Street connecting
both lower levels of retail. The property, which opened in 1987, was developed
for approximately $75,000,000 by a partnership of Bob Dayton, M.A. Mortensen
Development Company and Northco, Ltd. In terms of construction quality the
property was clearly one of the best in the Downtown area. The property never
reached its potential due to the difficulty in floor to floor movement for
patrons. The property also suffered from a retail standpoint in that it did not
have an atrium to allow shoppers visual continuity between floors. These
challenges were created by the mid-block position of the historically designated
800 Nicollet Mall office building which could not be razed during initial
construction. Although the upscale retail market has softened considerably since
the 1980's, it was not the primary reason for this property's failure. The
property's design was the major problem.

In 1992, the property was sold for $434,000 as part of a package of distressed
properties offered by Mellon Bank. By that time, the retail portion was
significantly vacant. The property was resold to a local investor in December of
1993 for $1,500,000. As of the appraisal date, the property is entirely vacant
except for a three office tenants. Ryan Cos. has reportedly reached an agreement
with Jacobs to demolish the property and build a 750,000 to 800,000 square foot
office tower, preliminarily called the 800 Nicollet Mall Tower. Ryan has yet to
announce an anchor tenant for the development. This most recent negotiated
purchase agreement is referenced as a pending land sale in the Land Sales
Comparison Approach Section of this report.


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 158
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

MARKET ANALYSIS - RETAIL (continued)

A breakdown of individual tenants' sales volume since 1994 is included in the
Addenda of this report. Given the relatively small size of the Downtown
multi-tenant retail market and the property position at the upper end of the
retail tenant profile, the subject's historical operating experience was
considered to be the most relevant source of market data. The best indication of
the subject's rent potential is available in reviewing the leases negotiated and
signed in the last several years at both Gaviidae Developments. For perspective,
a lease activity summary has been included as follows:


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 159
- --------------------------------------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
  1995 ACTIVITY
                                                                                           AVG                  FREE RENT  EFF RENT/
                            AREA/   LEASE                                        AVG      ANNUAL    FREE     PER SF/YR  SQ. FT.
                    STATUS  SUITE   TERM     YRS     SQ.FT.     RENTAL RATE      RENT/SF  STEP-UP   RENT     OF TERM    BEFORE TI'S
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>   <C>  <C>         <C>    <C>     <C>                  <C>       <C>      <C>       <C>       <C>

1 JESSICA McCLINTOCK  NEW   251  11/95-1/06  10.00   2,104    $20.00 - $20.00     $20.00    0.0%      $0      $0.00      $20.00

2 LA TORTILLARIA      NEW   FC3  11/95-1/05  10.00     551    $35.00 - $45.00     $40.55    2.9%    $5,374    $0.98      $39.57

3 D'AMICO             NEW   169  10/95-1/06  10.25   3,216     $0.00 - $0.00       $0.00    0.0%      $0      $0.00       $0.00

4 TOTALLY ORGANIZED   NEW   135   8/95-1/05   9.42   3,413  ($13.13) - ($10.69)  ($13.13)  -2.0%      $0      $0.00     ($13.13)

5 ST. CROIX KNITS     NEW   227   4/95-2/07  11.75   1,352    $18.00 - $30.00     $23.70    5.7%      $0      $0.00      $23.70
- -----------------------------------------------------------------------------------------------------------------------------------
  WEIGHTED AVERAGES                          10.11  10,636     $3.84 - $6.67       $4.86    4.19%             $0.05       $4.81
  x AVG. LEASE TERM                                                                                           10.11
  -----------------                                                                                           -----
  SUBTOTAL                                                                                                    $0.51

- -----------------------------------------------------------------------------------------------------------------------------------
  1996 ACTIVITY

6 BETLACH JEWELERS    NEW   297   8/96-4/07  10.67   1,592    $17.00 - $24,00     $21.00    3.9%   $35,849    $2.11      $18.89
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
  1997 ACTIVITY

7 LIN COMPANY         NEW   291   5/97-1/02   4.75     350    $26.50 - $26.50     $26.50    0.0%      $0      $0.00      $26.50
8 ANN TAYLOR          NEW   279  11/97-1/08  10.25   4,768    $12.00 - $18.00     $14.63    4.9%      $0      $0.00      $14.63
9 FRANKLIN QUEST      NEW   207   6/97-1/04   6.42   1,655    $20.00 - $25.00     $21.56    3.9%      $0      $0.00      $21.56
10 TRAIL MARK         NEW   107   3/97-2/02   5.00   1,464   ($2.76) - ($2.76)    ($2.76)   0.0%      $0      $0.00      ($2.76)
- -----------------------------------------------------------------------------------------------------------------------------------
  WEIGHTED AVERAGES                           8.31   8,237    $11.60 - $16.08     $13.44    3.35%             $0.00      $13.44
  x AVG. LEASE TERM                                                                                            8.31
  -----------------                                                                                           -----
  SUBTOTAL                                                                                                    $0.00

<CAPTION>
- ----------------------------------------------------------------------------------------------
  1995 ACTIVITY
                                                       EFF               COMM'S    EFF RENT/
                                          T.I'S PER   RENT/SF            PER SF/   SF AFTER
                               TOTAL      SF PER YR   BEFORE    TOTAL    YR OF     TI'S &
                               TI'S       OF TERM     CONM'S    COMM     TERM      COMM'S
- --------------------------------------------------------------------------------------------
<S>                           <C>         <C>         <C>       <C>      <C>       <C>

1 JESSICA McCLINTOCK          $170,614    $8.11       $11.89    $6,312   $0.30     $11.59

2 LA TORTILLARIA               $31,156    $5.65       $33.92    $1,653   $0.30     $33.62

3 D'AMICO                      $24,662    $0.75       ($0.75)   $9,648   $0.29     ($1.04)

4 TOTALLY ORGANIZED           $139,020    $4.32      ($17.45)  $10,239   $0.32    ($17.77)

5 ST. CROIX KNITS              $85,870    $5.41       $18.29    $4,056   $0.26     $18.04
- --------------------------------------------------------------------------------------------
  WEIGHTED AVERAGES                       $4.20        $0.61              0.30      $0.31
  x AVG. LEASE TERM                       10.11                          10.11
  -----------------                      ------                          -----
  SUBTOTAL                               $42.45                          $3.01

- --------------------------------------------------------------------------------------------
  1996 ACTIVITY

6 BETLACH JEWELERS            $199,023   $11.72        $7.17     $4,776  $0.28     $6.89
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
  1997 ACTIVITY

7 LIN COMPANY                    $0       $0.00       $26.50     $1,050  $O.63     $25.87
8 ANN TAYLOR                  $476,800    $9.76        $4.87    $14,304  $0.29      $4.58
9 FRANKLIN QUEST               $55,029    $5.18       $16.38     $4,965  $0.47     $15.91
10 TRAIL MARK                  $17,350    $2.37       ($5.13)    $4,392  $0.60     ($5.73)
- --------------------------------------------------------------------------------------------
  WEIGHTED AVERAGES                       $7.11        $6.33              0.40      $5.93
  x AVG. LEASE TERM                       $8.31                           8.31
  -----------------                      ------                          -----
  SUBTOTAL                               $59.10                          $3.30
</TABLE>

<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

MARKET ANALYSIS - RETAIL (continued)

Since 1995, 20,465 square feet of new retail leasing activity has occurred at
both properties. In addition, National City Bank leased 95,757 square feet of
office and retail banking space at Gaviidae I. From review of the lease activity
summary (retail only) several of the leases involve negative net rental rates. A
negative net rate indicates that the tenant's gross rent (typically 10% of
sales) does not cover the tenant's pro-rata share of operating costs and taxes.
This is the case with Totally Organized and Trail Mark.

For the most part, retail lease terms ranged from five to twelve years with an
average near ten years. Although these leases provide an indication of the
subject's rent potential, another method of determining rent involves review of
the existing tenant's retail sales. More often than not, this provides a better
picture of the retail environment. Retail sales are a barometer of the
property's overall strength. Sales volumes among the retail tenants are very low
compared with the median sales statistics reported by Dollars and Cents of
Shopping Centers 1995. Furthermore, with operating expenses between $22 and $27
per square foot, gross occupancy costs are very high relative to sales. A gross
occupancy cost comparison is included in the addenda of this report. The
synopsis is as follows:

Gaviidae I & II Gross Rent Comparison
- --------------------------------------------------------------------------------
                      Gross Rent             $ & Cents    Disparity
Area                    Per SF        vs.    Gross Rent      %
- --------------------------------------------------------------------------------
Anchors                 $10.13        vs.      $3.56       64.9%
First Floor             $35.53        vs.     $37.77       -6.3%
Second Floor            $45.48        vs.     $31.65       30.4%
Third Floor             $15.63        vs.     $16.50       -5.6%
Food Court-4th Floor    $44.18        vs.     $43.79        0.9%
- --------------------------------------------------------------------------------

From this comparison, it is apparent that, other than the food court tenants,
the remaining tenants are generating sales well below the median figures
reported by Dollars & Cents. Or put another way, these tenants are paying too
much rent for the sales they are generating. The gross occupancy cost to sales
ratio is very high at the subjects as exhibited below:

Gaviidae I & II - Gross Rent to Sales Ratio
- --------------------------------------------------------------------------------
                        Gross         Divide        Gross Rent/
                        Rent          Sales         Sales Ratio
- --------------------------------------------------------------------------------
Anchors             $2,408,065      $31,435,967       7.75%

First Floor         $1,270,654      $10,778,925       11.8%
Second Floor        $1,563,947      $7,649,391        20.4%
Third Floor           $181,788      $1,526,041        11.9%
Fourth Floor          $245,683      $1,897,991        12.9%
- --------------------------------------------------------------------------------
Total Non-Anchor    $3,262,071      $21,852,348       14.9%
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                    PAGE 161
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

MARKET ANALYSIS - RETAIL (continued)

At the subject developments, gross occupancy costs have consistently been very
high. Based on 1996 sales, the figures ranged from 11.8% to 20.4% with an
average of 14.9%. For most tenants, an acceptable ratio is between 10% and 12%
of gross sales. This is consistent with several recent deals which were based on
a gross rent of 10% of sales. Because of this high ratio among nearly every
tenant type, the subject is experiencing excessive turnover and declining net
rents. The ratio exhibited by fourth floor food court tenants appears to be in
line with the market. However, it should be noted that these tenants do not pay
for additional food court expenses such as cleaning and trash removal, found at
nearly every other food court in the Twin Cities. At City Center, this
additional charge of $7.26 per square foot, is added to the base operating
expense of $22.35 per square foot resulting in a total expense of $29.61 per
square foot. Management/leasing does not charge the Gaviidae II food court
tenants for these additional charges arguing that the entire retail development
benefits from the number of people patronizing this area. This partially
explains why the ratio is in line with the market.

Operating expenses for 1997 are quoted as follows:

                          Operating/sf         Taxes/sf          Total/sf
- --------------------------------------------------------------------------------
           Gaviidae I         $17.41            $4.43             $21.84
           Gaviidae II        $19.82            $8.32             $28.14

Expenses at Gaviidae II are higher for several reasons. First, as noted in the
office Parking Income Section, Gaviidae II has a promotional parking program
'We've got a Spot" whereby the validated costs of parking are allocated to
retail CAM. Second, the additional cost of operating the food court are included
in CAM. Gaviidae I does not have a food court. Third, taxes at Gaviidae II are
higher given the value of the entire development, including the Dain Plaza
office tower, are allocated on a per square foot basis. Arguably, the tower is
worth more, on a per square foot basis, than the retail component. As such, the
retail component is paying a proportionally larger share of the property's real
estate taxes thereby subsidizing the office tower. Finally, Gaviidae II has much
higher utility costs. Gaviidae II buys chilled water from the municipal energy
center. At Gaviidae I, chilled water is provided by two on-site wells. The cost
disparity equates to approximately $2.75 per square foot. Economies of scale
also come into play. The in-line component of Gaviidae I measures 136,142 square
feet versus 69,953 square feet at Gaviidae II, 95% larger.

The above operating expenses are comparable to those found at suburban regional
malls throughout the Twin Cities. On the surface, this expense level appears
fairly reasonable when compared to other regionals. Keep in mind however, that
the suburban malls are much larger than the subject, have several anchor
tenants, and draw substantially more shoppers. In fact, suburban regionals
should be more expensive to operate than the subject given the size of their
exterior common area and parking lots. The subject should benefit from economies
of scale realized in operating both developments.


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                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                    PAGE 162
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

MARKET ANALYSIS - RETAIL (continued)

Expenses aren't the only challenge for the subject retail component. Over the
last several years, sales volume has been hurt by the opening of the Mall of
America as well as the continued expansion of community centers and big-box
developments. According to Towle, community center development grew from 7.55
million square feet in 1990 to 12.5 million square feet in 1996, a 66% increase.
Downtown retailers have historically missed out on the night and weekend
business. Suburban shopping malls offer free parking, a less congested area of
travel, and a 1/2% lower sales tax on all non-clothing purchases. The Mall of
America continues to attract convention center attendees who previously visited
the Downtown retail stores.

Dayton's dominance in this market, and particularly Downtown, has also hurt
other Downtown anchor department stores. Neiman Marcus and Saks also compete
with Macy's and Nordstrom at the Mall of America. At the subject properties,
management has offered rent relief, either through lease conversions to
percentage rent only, or through rent write-offs to the following tenants:

Gaviidae I
- --------------------------------------------------------------------------------
                                                ---- Revised Rent ----
                             Original   Net         or         Gross    Min.
Tenant              Area-sf  Net Rent   $/sf    Gross Rent %   Minimum  $/sf
- --------------------------------------------------------------------------------
Olds Pendelton      2,197    $37.00     $8.77   5% of sales    $19,260  $8.77
Totally Organized   3,413                       l2% of sales     $0     $0.00
Eddie Bauer         5,443    $37.00    $25.00                    $0     $0.00
Pretzel Time         508     $34.32    $25.20                    $0     $0.00
Custom Shop          780     $50.00    $24.36                    $0     $0.00
- --------------------------------------------------------------------------------

Gaviidae II
- --------------------------------------------------------------------------------
                                                ---- Revised Rent ----
                             Original   Net         or          Gross   Min.
Tenant              Area-sf  Net Rent   $/sf    Gross Rent %   Minimum  $/sf
- --------------------------------------------------------------------------------
Morton's            7,759    $23.00    $22.62                     $0    $0.00
Villa Pizza         1,331    $22.00             15% of Sales      $0    $0.00
- --------------------------------------------------------------------------------

Several leases have been written with a percentage rent provision only, whereby
the tenant's gross rent is equal to a percent of sales. Tenants with this
provision are exhibited below:

Gaviidae I
- --------------------------------------------------------------------------------
                                  Gross Rent
                                    % of
Tenant              Area-sf         Sales
- --------------------------------------------------------------------------------
Totally Organized   3,413           10%
St. Croix Knits     1,352           10%
- --------------------------------------------------------------------------------
Total               4,765
- --------------------------------------------------------------------------------

Gaviidae II
- --------------------------------------------------------------------------------
                                  Gross Rent
                                    % of
Tenant              Area-sf         Sales
- --------------------------------------------------------------------------------
Talbot's            5,328             5%
Aveda               1,600            10%
Jone Vass           1,776            10%
Horst Salon         4,300            10%
Richard James       5,868            10%
- --------------------------------------------------------------------------------
Total               18,872


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                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                    PAGE 163
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)

- --------------------------------------------------------------------------------
MARKET ANALYSIS - RETAIL (continued)

The first and second floors are the most desirable and command the highest per
square foot rents (other than food court). The third and fourth floors, except
for the food court, are the least desirable. At Gaviidae I, the entire fifth,
fourth and a majority of the third floor was converted to office space for
National City Bank. Retail Sales by floor are exhibited below:

Gaviidae I & II - Retail Sales by Floor
- --------------------------------------------------------------------------------
                            1995                              1996
Area                $        $/SF   % of Total       $         $/SF  % of Total
- --------------------------------------------------------------------------------
Anchors        $29,904,783  $125.86   54.3%     $31,435,967   $132.30   59.0%
First Floor    $10,566,045  $257.43   19.2%     $10,778,925   $301.44   20.2%
Second Floor    $8,486,183  $169.48   15.4%      $7,649,391   $190.81   14.4%
Third Floor     $1,897,608   $80.79    3.4%      $1,526,041   $109.07    2.9%
Fourth Floor    $2,687,288   $90.93    4.9%      $1,897,991   $240.71    3.6%
Fifth Floor     $1,551,307   $89.08    2.8%              $0     $0.00    0.0%
- --------------------------------------------------------------------------------
Total          $55,093,214  $124.27    100%     $53,288,315   $120.20  100.0%
- --------------------------------------------------------------------------------

Gaviidae I & II - Rent by Floor
- --------------------------------------------------------------------------------
               Gross    Avg.      Avg.      = Avg.
Area           Rent/sf  Cam/sf    Tax/sf  Net Rent/sf
- --------------------------------------------------------------------------------
Anchors        $10.13    $1.22    $5.21      $3.70
First Floor    $35.53   $18.76    $6.61     $10.17
Second Floor   $45.48   $18.51    $6.21     $20.76
Third Floor    $15.63   $17.41    $4.43     -$6.21
Fourth Floor   $44.18   $19.82    $8.32     $16.04
Fifth Floor    Occupied by National city Bank
- --------------------------------------------------------------------------------

A current vacancy summary by floor is offered below. The fourth and fifth floors
at Gaviidae I were not included as they are entirely occupied by National City
Bank.

Leasing Activity ('95 - '97) First     Second   Third     Food Court
- --------------------------------------------------------------------------------
No. of Deals                 3         6        0         1
Weighted Avg Net Rent        ($6.04)   $18.80   --        $40.55
Area Leased-sf               8,093     11,821   --        551

                                                          Food
Current Vacancy Summary      First     Second   Third     Court
- --------------------------------------------------------------------------------
Vacant area-sf(1)            2,827     5,118    16,072    6,470
Divide GLA          /        29,715    38,013   44,525    12,031
- --------------------------------------------------------------------------------
Vacancy                      9.5%      13.5%    36.1%     53.8%

(1) Vacant Area Calculation by Floor-1996


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                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                    PAGE 164
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

MARKET ANALYSIS - RETAIL (continued)

Based on the most recent leasing activity and in consideration of the sales
being generated at the property, market rent has been estimated below.

                            Market Rent Estimate
                        Gaviidae I        Gaviidae II          Term-yrs
- --------------------------------------------------------------------------------
First Floor             $10.00 Net        $20.00 Gross         8.0
Second Floor            $25.00 Net        $20.00 Net           8.0
Food Court                                $20.00 Net           5.0
Third Floor Office (1)   $8.00 Net        $20.00 Gross         5.0

(1) Discussed below

For the first and second floors, the rent estimate was generally based on
projected tenant sales ranging from $250 to $350 per square foot and gross
occupancy costs at 12.5% of sales. This results in a gross rental estimate of
from $31.25 to $43.75 per square foot. Subtracting out approximately $25 per
square foot in average operating costs results in a net rental range of from
$6.25 to $18.75 per square foot. In general, retail sales and tenant performance
is superior at Gaviidae I. This property is also more centrally located on the
skyway system. As such, slightly higher rents were relied on.

From discussions with other leasing agents and property managers familiar with
the Downtown and regional center markets, gross occupancy costs, on average,
typically do not exceed 11%-13% of gross sales without the tenant encountering
financial strain. Several retailers including jewelers, fast food and home
furnishings can pay more than this while others, such as shoes, electronics and
men's wear pay less. Sales are not expected to increase substantially in the
near future for several reasons. First, the Downtown market is fairly stable
with respect to employment growth. Second, the Downtown residential market is
very small and is not expected to grow much in the next five to ten years.
Third, the renovation of the suburban regional malls, the presence of the Mall
of America, and the growth in the community center/category killer shopping
centers will hold down sales growth at the subject. Overall sales volume is up
while profit margins are being pressured down. In addition, the night and
weekend business is virtually non-existent in the Downtown market. These are two
critical shopping periods where the Downtown properties are losing out to the
suburban market. Lunch hour sales are the bread and butter for Downtown
retailers. Fourth, the Downtown anchor tenants including Neiman Marcus, Saks
Fifth Avenue and Montgomery Wards, are not providing the drawing power to
increase small tenant sales.

In developing a market rent estimate for the anchor tenant spaces, the
appraisers interviewed the owner, several retail brokers, property managers, one
asset manager, and several appraisers for their opinion as to a possible anchor
candidate. Macy's and Nordstrom were the most frequently mentioned. According to
Tom Clairmont, Vice President of Operations for Brookfield LePage, either tenant
would be considered a viable tenant following base lease expiration. Mr.
Clairmont indicated that they discussed a possible Downtown location for
Nordstrom when Carson Pirie


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                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                    PAGE 165
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<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

MARKET ANALYSIS - RETAIL (continued)

Scott vacated City Center in 1993. At that time, Nordstrom expressed interest in
a Downtown and west suburban location. In his opinion, the cost to fully convert
either the Saks or Neiman space for a new anchor like Nordstrom, should not
exceed $100 per square foot. Based on estimated sales of $20,000,000, the tenant
should be willing to pay approximately $600,000 in the form of net rent. This is
very similar to what Neiman Marcus is currently paying ($5.71 psf). It is
Clairmont's opinion that a Nordstrom store would generate greater sales than
Neiman Marcus. It is also his opinion that the anchor tenant rent is the
"safest" rate relative to other alternative options. He speculated that
conversion to office space would cost approximately $50 per square. However, net
rents would most likely be in the $10 to $15 per square foot range. Although
this is feasible option, the conversion would negatively impact the specialty
retail component. Furthermore, it is his opinion that within the next five years
the Power's Site and potentially the Ritz block, located directly north of
Gaviidae II, will be developed. This will ultimately benefit the Gaviidae II and
the anchor tenant component. Brookfield would consider other options including
an entertainment theme with a multi-screen movie theater and restaurants. For
this exercise, anchor tenant rent was estimated at $5.75 per square foot net (in
1997 dollars).

Brookfield has considered converting portions of the Gaviidae II third floor
retail space to office. However, such a conversion would have to be approved by
Neiman Marcus. Similar approval was required by Saks when National City Bank
took occupancy in Gaviidae I.

As of the appraisal date, there is 10,934 square feet of vacant third floor
space at Gaviidae II. A majority of this space has never been occupied. For this
analysis it was assumed that Neiman Marcus would approve of an office
application, similar to the National City Bank build-out, on this level. It is
the appraisers' opinion that Neiman Marcus would desire greater traffic on this
historically vacant level. For this exercise, a gross rent of $20.00 per square
foot was relied on.

City Center has considered converting portions of the third floor to office for
the same reasons. According to David Johnson, the property manager, Target is
interested in leasing up to 15,000 square feet of contiguous office space on the
third level. They would not pay a base rent, but would cover the $22.35 per
square foot in operating expenses. Given Target's growth, the property manager
indicated that he was fairly confident that this deal would go through. Target
is somewhat of a captive tenant at the Multifoods Tower and a higher rental rate
would be expected. As such, the $20.00 per square foot estimate is considered
reasonable. This was based on a five year lease term. Tenant improvement costs
were projected at $15 per square foot for new deals and $5 per square foot for
renewals. Considering that most of the third floor space has never been
occupied, an initial shell improvement of $30 per square foot was relied on.
Leasing commissions were projected at $3.00 per square foot for new deals and
$1.50 per square foot for renewal. Renewal probability was estimated at 75% with
four months downtime between leases.


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                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                    PAGE 166
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<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

MARKET ANALYSIS - RETAIL (continued)

For this exercise, it was assumed that the third floor space would be absorbed
as follows:

Gaviidae II
Third Floor Absorption Schedule
- --------------------------------------------------------------------------------
                                             Projected Occupancy Date
                    Suite              Sept 1,  Sept 1,    Sept 1,   Sept 1,
Tenant              No.      Area-sf    1997     1998       1999      2000
- --------------------------------------------------------------------------------
To Be Leased        351      1,662     1,662
To Be Leased        359        594       594
To Be Leased        363      1,679     1,679
To Be Leased        367      1,326              1,326
To Be Leased        385      1,177              1,177
To Be Leased        391      1,504              1,504
To Be Leased        393        399                            399
To Be Leased        397      2,602                          2,602
- --------------------------------------------------------------------------------
Total                       10,943     3,935    4,007       3,001       0
- --------------------------------------------------------------------------------

At Gaviidae I it was projected that National City Bank would exercise their
option to lease the remaining 5,129 square feet of vacant third floor office
space as of March, 1998. Per the terms of their lease, the net rent on this
space will be $8.00 per square foot. The lease term was projected to be
co-terminus with their base lease.

VACANCY AND ABSORPTION ANALYSIS - RETAIL

Outside of the third floor space previously addressed, there is very little
vacant space. The first and second levels of Gaviidae I are entirely occupied.
At Gaviidae II, there is 985 square feet of square feet of vacant space on the
concourse level and 1,363 square feet on the first floor. The second floor has
5,118 square feet of vacant space committed to lease. Ann Taylor has leased
4,768 square feet with a scheduled November 1, 1997 commencement. The remaining
350 square feet has been leased to Lin Company with a scheduled May 1, 1997
commencement. For this exercise, the concourse or basement level space at
Gaviidae II (which has never been occupied) was projected to remain vacant for
the holding period. The first floor space was projected to be absorbed in
September of 1998.

The fourth floor food court has several vacancies. For this exercise, only food
court Suite nos. 7 and 8 were considered in the absorption analysis. The
remaining spaces are very large and are situated near the entrance to Neiman
Marcus. Neiman Marcus operated Suite 475 as a cafe for several years before it
closed due to poor sales in early 1996. Suite 7 (1,612 sf) was absorbed in March
of 1999. Suite 8 (767 sf) was absorbed in March of 2001. These absorption
estimates were considered reasonable given the popularity of the food court and
increasing sales volume in the food category. Food related sales have increased
28% between 1994 and 1995 and 5.75% between 1995 and 1996.


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                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                    PAGE 167
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

VACANCY AND ABSORPTION ANALYSIS - RETAIL (continued)

For the discounted cash flow analysis, a vacancy factor has been applied to the
property in the form of projected downtime between leases. This more accurately
reflects the vacancy as it does not unduly penalize the subject's value by
discounting existing tenant income. This practice is also the most widely
accepted among investors/buyers for this property type. Because of the various
types and desirability of space, several different downtime estimates were
necessary. For this exercise, the following downtime estimates were considered
reasonable.

                    Term-     -- Downtime (months) ---
Area                yrs      Gaviidae I     Gaviidae II
- --------------------------------------------------------------------------------
First Floor         8.0      5.0            7.0
Second Floor        8.0      3.0            3.0
Third Floor Office  5.0      3.0            4.0
Food Court          5.0                     3.0
Anchor Tenants      10.0     9.0            12.0

It was projected that the renewal probability would be 75%. This is higher than
historical experience. However, with lower net rental rates, the subject should
capture a greater number of renewals. Using the above downtime estimates and in
consideration of the projected absorption of vacant space, an overall average
occupancy of 99.4% was projected for Gaviidae I and 94.2% for Gaviidae II based
on the following:

                 Gaviidae         Gaviidae
Year                 I                II
- --------------------------------------------------------------------------------
1998              97.8%             88.7%
1999              99.9%             93.0%
2000              99.7%             96.1%
2001              99.8%             96.8%
2002             100.0%             96.6%
2003             100.0%             96.7%
2004              99.8%             96.9%
2005              99.8%             96.5%
2006             100.0%             97.1%
2007              96.5%             81.0%
2008             100.0%             96.8%
- --------------------------------------------------------------------------------
Average           99.4%             94.2%

CREDIT LOSS FACTOR

In addition to vacancy, a credit loss factor equal to 1% of effective gross
income was also projected.


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                    PAGE 168
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

RENTAL GROWTH - RETAIL

Considering the state of the Downtown retail environment and the existing gross
occupancy costs to sales ratio of 15.6% (existing in-line tenants only), rental
growth is expected to be very modest. Net rents are very sensitive to the growth
in sales and occupancy costs. For example, if sales were $300 per square foot in
1996 and the tenants' gross occupancy cost was $45.00 ($20.00 net + $25.00 in
operating), the tenants' occupancy costs to sales ratio is 15%. If operating
expenses increase 4% the following year and sales increase 7.5%, the ratio only
falls to 14.3%. This slight movement is due to the fact that operating expenses
represent such a significant portion of gross occupancy costs.

Based on 1995 and 1996 sales and median gross occupancy cost caps reported by
Dollars & Cents, it may take several years or more of 5% to 10% annual sales
growth just to reach the point where the market rent estimates are achievable.
As such, retail rental growth was expected to be very moderate at 0% for the
first year, 2% for the next year, 3% for the next two years and 3.5% thereafter.

PERCENTAGE RENT

Percentage rent was not considered for either Gaviidae I or Gaviidae II. From
discussions with other owners, the inclusion of percentage rent in the purchase
of a retail property is rare and would be considered only under certain
circumstances, most notably:

1. Tenant must have a substantial remaining lease term
2. Tenant must exhibit historically consistent sales growth
3. The potential for competition is low or remote
4. Contract rent plus percentage rent is close to market rent.

It is believed that the percentage rent generated at either property would not
be considered by a most probable buyer. If it were included, percentage rental
income is always considered to bear greater risk than contract income. As such,
higher discount rates are typically applied to this income stream. It should be
noted percentage rental income is noted on the income and expense statements
provided by the owner. However, this line item also includes income from tenants
who, by virtue of poor sales, have renegotiated their gross rent to a percent of
sales. Pure percentage rent should also moderate or decline over time given the
fact that as rents increase, so do natural breakpoints. As such, percentage rent
was not considered.


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                    PAGE 169
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------
TENANT IMPROVEMENTS - RETAIL

Based on discussions with managers and leasing agents in the Downtown
Minneapolis, and in consideration of the most recently signed leases, tenant
improvements have been estimated on a per square foot basis as follows:

                    ------- Gaviidae I -------     ------ Gaviidae II ------
                    New       Renew    Blended     New    Renew     Blended
- --------------------------------------------------------------------------------
Basement space                                     $10      $5        $6.25
First floor         $20       $10      $12.50      $10      $5        $6.25
Skyway              $50       $25      $31.25      $50      $25       $31.25
Third floor office  $15       $5       $7.50       $15      $5        $7.50
Food court                                         $50      $25       $31.25

The blended amounts were based on a 75% renewal probability estimate. It should
be noted that for those tenants paying percentage rent only, gross rent was
stabilized over the base lease term based on the 1996 actual sales.

For the anchor tenant area, a new tenant improvement allowance of $50 per square
foot was considered reasonable. This is below the $100 conversion cost estimate
mentioned by Mr. Clairmont in the discussion of possible alternative anchor
tenants. However, as noted, the subject anchor spaces are new, suffer from
little, if any, functional obsolescence and are in excellent condition in terms
of operations and vertical transportation. As such, this lower estimate was
considered reasonable. For renewals, a rate of $25 per square foot was relied
on.

New tenant leasing commissions for all space were estimated at $3.00 per square
foot. Renewal commissions were estimated at $1.50 per square foot. Applying the
75% renewal probability estimate results in the following overall blended rate.

- --------------------------------------------------------------------------------
New Tenancy             $3.00/sf x 25% probability  =  $0.75/sf
Renewal Tenancy         $1.50/sf x 75% probability  =  $1.13/sf
- --------------------------------------------------------------------------------
Overall Blended Rate/SF                                $2.88/sf
- --------------------------------------------------------------------------------

This ends the retail market analysis section common to both Gaviidae I and
Gaviidae II.


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                    PAGE 170
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH - GAVIIDAE II/NEIMAN MARCUS
- --------------------------------------------------------------------------------

RETAIL TENANT INCOME

Income is generated from the rental of 69,593 square feet of in-line space and
from 119,271 square feet of anchor tenant space. A rent roll is offered on the
following pages. For the floor by floor location of a specific tenant please
refer to the stacking plans included in the respective Description of
Improvement Sections of this report. Major tenant lease summaries are included
in the Addenda of this report.


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                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                    PAGE 171
- --------------------------------------------------------------------------------
<PAGE>

Software       :ARGUS Ver. 7.0.01                                  Date :3/12/97
File           :App_gv2                                            Time :1:49 pm
Property Type  :Office & Retail                                    Ref# :BYI
Portfolio      :                                                   Page :1

                               GAVIIDAE COMMON II
                             60 South Sixth Street
                              Minneapolis, MN 55402
              PRESENTATION RENT ROLL & CURRENT TERM TENANT SUMMARY
                     As of Mar-1997 for 188,864 Square Feet.
<TABLE>
<CAPTION>
DESCRIPTION             AREA     BASE RENT      RENT ADJUSTMENTS & CATEGORIES   ABATEMENTS     REIMBURSEMENT      LEASING COSTS

Tenant Name               Floor  Rate & Amount                   CPI & Current  Months  Pcnt   Description of     Imprvmnts Commssns
Type & Suite Number       SqFt   per Year       Changes Changes  Porters' Wage    to    to     Operating Expense  Rate      Rate
Lease Dates & Term   Bldg Share  per Month         on      to    Miscellaneous  Abate   Abate  Reimbursements     Amount    Amount
- ------------------- ----------- -------------  -------- -------  -------------  ------- -----  -----------------  --------- --------
<S>                     <C>          <C>          <C>    <C>               <C>       <C>   <C> <C>                <C>       <C>
NEIMAN MARCUS                           $5.71      --        --             --       --    --  See method:         --        --
Retail, Suite: 1        119,271      $680,940                                                  Neiman Recovery
Aug-1991 to Jul-2006     63.15%         $0.48                                                  reimbursement.
180 Months                            $56,745

MANAGEMENT OFFICE                       $0.00      --        --             --       --    --  Full Service:       --        --
Retail, Suite: 51         2.872            $0                                                  Pays no expense
Nov-1996 to Oct-2006      1.52%         $0.00                                                  reimbursement.
120 Months                                 $0

MORTON'S                               $22.62      --        --             --       --    --  See method:         --        --
Retail, Suite: 52         7,759      $175,509                                                  Typical
Dec-1991 to Dec-2001      4.11%         $1.89                                                  reimbursement.
121 Months                            $14,626

TALBOTS                                $13.97      --        --             --       --    --  Full Service:       --        --
Retail, Suite: 151        5,328       $74,432                                                  Pays no expense
Dec-1992 to Jan-2005      2.82%         $1.16                                                  reimbursement.
146 Months                             $6,203

AVEDA                                  $31.43      --        --             --       --    --  Full Service:       --        --
Retail, Suite: 161        1,600       $50,288                                                  Pays no expense
Sep~1994 to Jan-2004      0.85%         $2.62                                                  reimbursement.
113 Months                             $4,191

D'AMICO                                 $0.00      --        --             --       --    --  See method:         --        --
Retail, Suite: 169        3,216            $0                                                  Typical
Oct-1995 to Jan-2006      1.70%         $0.00                                                  reimbursement.
124 Months                                 $0

CARIBOU COFFEE                         $38.46      --        --             --       --    --  See method:         --        --
Retail, Suite: 183          649       $24,961                                                  Typical
Jan-1994 to Jan-2004      0.34%         $3.21                                                  reimbursement.
121 Months                             $2,080

JESSICA MCCLINTOCK                     $20.0O      --        --             --       --    --  See method:         --        --
Retail, Suite: 251        2,104       $42,080                                                  Typical
Nov-1995 to Jan-2006      1.11%         $1.67                                                  reimbursement.
123 Months                             $3,507

JOAN VASS                              $27.55      --        --             --       --    --  Full Service:       --        --
Retail, Suite: 285        1.776       $48,929                                                  Pays no expense
May-1992 to Jun-2002      0.94%         $2.30                                                  reimbursement.
122 Months                             $4,077

SCARLET LETTER                         $27.65      --        --             --       --    --  Full Service:       --        --
Retail, Suite: 289        1.025       $28,341                                                  Pays no expense
Aug-1994 to Jul-2000      0.54%         $2.30                                                  reimbursement.
72 Months                              $2,362

URBAN TRAVELER                         $28.20      --        --             --       --    --  See method:         --        --
Retail, Suite: 295        1.064       $30,005                                                  Typical
Dec-1991 to Jan-2001      0.56%         $2.35                                                  reimbursement.
110 Months                             $2,500

BETLACH                                $17.00   Feb-1999 $20.00             --      1-2 100%   See method:         --        --
Retail, Suite: 297        1,592       $27,064   Feb-2001 $22.00                                Typical
Apr-1997 to Apr-2007      0.84%         $1.42   Feb-2003 $24.00                                reimbursement.
121 Months                             $2,255

HORST                                  $33.06      --        --             --       --    --  Full Service:       --        --
Retail, Suite: 373        4,300      $142,158                                                  Pays no expense
Jan-1995 to Jan-2004      2.28%         $2.76                                                  reimbursement.
109 Months                            $11,847
</TABLE>

                            (continued on next page)

<PAGE>

Software       :ARGUS Ver. 7.0.01                                  Date :3/12/97
File           :App_gv2                                            Time :1:49 pm
Property Type  :Office & Retail                                    Ref# :BYI
Portfolio      :                                                   Page :2
                                GAVIIDAE COMMON II
                              60 South Sixth Street
                               Minneapolis, MN 55402
               PRESENTATION RENT ROLL & CURRENT TERM TENANT SUMMARY
                      As of Mar-1997 for 188,864 Square Feet.
                         (continued from previous page}

<TABLE>
<CAPTION>
DESCRIPTION             AREA     BASE RENT      RENT ADJUSTMENTS & CATEGORIES   ABATEMENTS     REIMBURSEMENT     LEASING COSTS

Tenant Name               Floor   Rate & Amount                   CPI & Current  Months  Pcnt   Description of    Imprvmnts Commssns
Type & Suite Number       SqFt    per Year       Changes Changes  Porters' Wage    to    to     Operating Expense Rate      Rate
Lease Dates & Term   Bldg Share   per Month         on      to    Miscellaneous  Abate   Abate  Reimbursements    Amount    Amount
- ------------------- -----------  -------------  -------- -------  -------------  ------- -----  ----------------  --------- --------
<S>                    <C>             <C>      <C>        <C>        <C>         <C>    <C>    <C>                 <C>       <C>
RICHARD JAMES                            $1.30      --      --         --          --     --    Full Service:       --        --
Retail, Suite: 381       5,868          $7,628                                                  Pays no expense
Aug-1994 to Jan-2005     3.11%           $0.11                                                  reimbursement.
126 Months                                $636

LIMIT UP PASTA                          $15.60      --      --         --          --     --    See method:         --        --
Retail, Suite: 463         681         $10,624                                                  Typical
Dec-l994 to Jan-2005     0.36%           $1.30                                                  reimbursement.
122 Months                                $885

MCDONALDS                               $23.52  Feb-1996   $26.46      --          --     --    See method:         --        --
Retail, Suite: FC1         956         $22,485  Feb-1998   $28.42                               Typical
Apr-1992 to Jan-2003     0.51%           $1.96  Feb-2000   $30.38                               reimbursement.
130 Months                              $1,874

SUBWAY                                  $23.92      --      --         --          --     --    See method:         --        --
Retail, Suite: FC2         669         $16,002                                                  Typical
Nov-1992 to Jan-1998     0.35%           $1.99                                                  reimbursement.
63 Months                               $1,334

LA TORTILLARIA                           $0.00  Jan-1996   $35.00      --          --     --    See method:         --        --
Retail, Suite: FC3         551              $0  Feb-1998   $40.00                               Typical
Nov-1995 to Jan-20O5     0.29%           $0.00  Feb-2002   $45.00                               reimbursement.
111 Months                                  $0

MANCHU WOK                               $0.00  Mar-1995   $24.21      --          --     --    See method:         --        --
Retail, Suite: FC4         614              $0  Mar-1999   $43.62                               Typical
Mar-1992 to Feb-2002     0.33%           $0.00                                                  reimbursement.
120 Months                                  $0

CHICAGO STEAK                           $22.15      --      --         --          --     --    Full Service:       --        --
Retail, Suite: FC5         759         $16,812                                                  Pays no expense
Oct-1992 to Jan-2001     0.40%           $1.85                                                  reimbursement.
100 Months                              $1,401

NALLA PIZZA                             $18.32      --      --         --          --     --    Full Service:       --        --
Retail, Suite: FC6       1,331         $24,384                                                  Pays no expense
Jan-1996 to Dec-2002     0.70%           $1.53                                                  reimbursement.
84 Months                               $2,032

ANN TAYLOR                              $12.00  Feb-2001   $15.00      --          --     --    See method:         $50.00   $3.00
Retail, Suite: 279       4,768         $57,216  Feb-2005   $18.00                               Typical                      1.96%
Nov-1997 to Jan-2008     2.52%           $1.00                                                  reimbursement.    $238,400 $14,304
123 Months                              $4,768

LIN COMPANY                             $26.50      --      --         --          --     --    See method:         $50.00   $3.00
Retail, Suite: 291         350          $9,275                                                  Typical                      2.38%
May- 1997 to Jan-2002    0.19%           $2.21                                                  reimbursement.     $17,500  $1,050
57 Months                                 $773

TO BE LEASED - 53                        $0.00      --      --         --          --     --    Full Service:       --        --
Excluded from analysis     985              $0                                                  Pays no expense
Mar-2015 to Feb-2020     0.52%           $0.00                                                  reimbursement.
60 Months                                   $0
                                 @ 100% of Mkt

TO BE LEASED - 179                      $20.40      --      --         --          --     --    Full Service:       $51.00   $3.06
Retail, Suite: Yr 2      1,363         $27,805                                                  Pays no expense              1.87%
Sep-1998 to Aug-20O6     0.72%           $1.70                                                  reimbursement.     $69,513  $4,171
96 Months                               $2,317
                                 @ 100% of Mkt

TO BE LEASED - 351                      $20.00      --      --         --          --     --    Full Service:       $30.00   $3.00
Office, Suite: Yr 1      1,662         $33,240                                                  Pays no expense              3.00%
Sep-1997 to Aug-2002     0.88%           $1.67                                                  reimbursement.     $49,860  $4,986
60 Months                               $2,770
                                 @ 100% of Mkt
</TABLE>

                            (continued on next page)
<PAGE>

Software       :ARGUS Ver. 7.0.01                                  Date :3/12/97
File           :App_gv2                                            Time :1:49 pm
Property Type  :Office & Retail                                    Ref# :BYI
Portfolio      :                                                   Page :3
                                GAVIIDAE COMMON II
                              60 South Sixth Street
                               Minneapolis, MN 55402
               PRESENTATION RENT ROLL & CURRENT TERM TENANT SUMMARY
                      As of Mar-1997 for 188,864 Square Feet.
                         (continued from previous page}

<TABLE>
<CAPTION>
DESCRIPTION             AREA     BASE RENT      RENT ADJUSTMENTS & CATEGORIES   ABATEMENTS     REIMBURSEMENT     LEASING COSTS

Tenant Name               Floor   Rate & Amount                   CPI & Current  Months  Pcnt   Description of    Imprvmnts Commssns
Type & Suite Number       SqFt    per Year       Changes Changes  Porters' Wage    to    to     Operating Expense Rate      Rate
Lease Dates & Term   Bldg Share   per Month         on      to    Miscellaneous  Abate   Abate  Reimbursements    Amount    Amount
- ------------------- -----------  -------------  -------- -------  -------------  ------- -----  ----------------  --------- --------
<S>                    <C>       <C>                <C>     <C>        <C>         <C>    <C>   <C>                <C>       <C>
TO BE LEASED 359                        $20.00      --      --         --          --     --    Full Service:       $30.00    $3.00
Office, Suite: Yr 1       594          $11,880                                                  Pays no expense               3.00%
Sep-1997 to Aug-2002    0.31%            $1.67                                                  reimbursement.     $17,820   $1,782
60 Months                                 $990
                                 @ 100% of Mkt

TO BE LEASED 363                        $20.00      --      --         --          --     --    Full Service:       $30.00    $3.00
Office, Suite: Yr 1     1,679          $33,580                                                  Pays no expense               3.00%
Sep-1997 to Aug-2002    0.89%            $1.67                                                  reimbursement.     $50,370   $5,037
60 Months                               $2,798
                                 @ 100% of Mkt

TO BE LEASED 367                        $20.40      --      --         --          --     --    Full Service:       $30.60    $3.06
Office, Suite: Yr 2     1,326          $27.050                                                  Pays no expense               3.00%
Sep-1998 to Aug-2003    0.70%            $1.70                                                  reimbursement.     $40,576   $4,058
60 Months                               $2,254
                                 @ 100% of Mkt

TO BE LEASED 395                        $20.40      --      --         --          --     --    Full Service:       $30.60    $3.06
Office, Suite: Yr 2     1.177          $24,011                                                  Pays no expense               3.00%
Sep-1998 to Aug-2003    0.62%            $1.70                                                  reimbursement.     $36,016   $3,602
60 Months                               $2,001
                                 @ 100% of Mkt

TO BE LEASED 391                        $20.40      --      --         --          --     --    Full Service:       $30.60    $3.06
Office, Suite: Yr 2     1,504          $30,682                                                  Pays no expense               3.0O%
Sep-1998 to Aug-2003    0.80%            $1.70                                                  reimbursement.     $46,022   $4,602
60 Months                               $2,557
                                 @ 100% of Mkt

TO BE LEASED 393                        $21.01      --      --         --          --     --    Full Service:       $31.52    $3.15
Office, Suite: Yr 3       399           $8,384                                                  Pays no expense               3.00%
Sep-1999 to Aug-2004    0.21%            $1.75                                                  reimbursement.     $12,576   $1,258
60 Months                                 $699
                                 @ 100% of Mkt

TO BE LEASED 455                         $0.00      --      --         --          --     --    Full Service:
Excluded from analysis  1,767               $0                                                  Pays no expense
Jan-2015 to Dec-2019    0.94%            $0.00                                                  reimbursement.
60 Months                                   $0
                                 @ 100% of Mkt

TO BE LEASED 397                        $21.01      --      --         --          --     --    Full Service:       $31.52    $3.15
Office, Suite: Yr 3     2,602          $54,673                                                  Pays no expense               3.00%
Sep-1999 to Aug-2004    1.38%            $1.75                                                  reimbursement.     $82,010   $8,201
60 Months                               $4,556
                                 @ 100% of Mkt

TO BE LEASED 475                         $0.00      --      --         --          --     --    Full Service:
Excluded from analysis  2,324               $0                                                  Pays no expense
Jan-2015 to Dec-2019    1.23%            $0.00                                                  reimbursement.
60 Months                                   $0
                                 @ 100% of Mkt

TO BE LEASED FC7                        $26.27      --      --         --          --     --    See method:         $52.53    $3.15
Retail, Suite: Yr 3     1,612          $42,339                                                  Typical                       2.40%
Mar-1999 to Feb-2004    0.85%            $2.19                                                  reimbursement.     $84,678   $5,081
60 Months                               $3,528
                                 @ 100% of Mkt

TO BE LEASED FC8                        $28.27      --      --         --          --     --    See method:         $56.54    $3.39
Retail, Suite: Yr 5       767          $21,684                                                  Typical                       2.40%
Mar-20O1 to Feb-2006    0.41%            $2.36                                                  reimbursement.     $43,369   $2,602
60 Months                               $1,807
                                 @ 100% of Mkt
</TABLE>
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

GAVIIDAE II - PARKING INCOME

Parking income is generated from the rental of 210 parking stalls in the lower
Parking levels. According to the 1997 budget, 73 spaces will be rented on
monthly contracts at $280 per month with the balance dedicated to transient. The
monthly rate is up $20 over the 1996 rate of $260. It should be noted that both
monthly and transient parking is valet only in Gaviidae II. Transient rates are
exhibited below:

                  1996              1997
- --------------------------------------------------------------------------------
0-1/2 Hour        $3.00             0-1 Hour is $4.00
1/2-1 Hour        $4.00             0-1 Hour is $4.00
1-2 Hours         $5.00             $5.00
2-3 Hours         $6.00             $6.00
3-4 Hours         $7.00             $7.00
4-5 Hours         $8.00             $8.00
5-6 Hours         $9.00             $9.00
6-7 Hours         $10.00            $10.00
7-8 Hours         $12.00            $12.00
8-12 Hours        $14.00            8-24 Hours is $15.00
12-24 Hours       $15.00

The monthly and hourly rates charged at the subject are among the highest in the
Downtown area as can be seen on the following rate analysis:


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                    PAGE 175
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

PARKING INCOME (continued)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
                                                     1994      1995     1996      95-'96
NAME                SPACES   RATE STRUCTURE          RATES     RATES    RATES     % CHANGE
- ------------------------------------------------------------------------------------------
<S>                 <C>      <C>                     <C>       <C>      <C>       <C>
LASALLE PLAZA RAMP  345      NON-RESERVED MONTHLY    $175.00   $200.00  $230.00   15.0%
342-2888                     MONTHLY RESERVED        $250.00   $275.00  $285.00    3.6%
                             FOR 8 HOURS              $12.00    $11.00   $12.00    9.1%
                             AFTER 4 P.M. ON CONTRACT $40.00    $50.00   $65.00   30.0%
                             PER DAY AFTER 4 P.M.      $5.00     $5.00    $5.00    0.0%
- ------------------------------------------------------------------------------------------
CITY CENTER         687      MONTHLY RESERVED        $240.00   $240.00  $250.00    4.2%
372-1234                     RESERVED - TEMPERED     $280.00   $280.00  $290.00    3.6%
                             NON-RESERVED MONTHLY    $200.00   $200.00  $210.00    5.0%
                             1ST HOUR                  $3.00     $3.00    $3.00    0.0%
                             EA. ADD'L HOUR            $1.00     $1.00    $1.00    0.0%
                             M-TH AFTER 4 P.M.         $2.00     $2.00    $2.00    0.0%
                             F-SAT AFTER 4 P.M.        $5.00     $5.00    $5.00    0.0%

- ------------------------------------------------------------------------------------------
CONSERVATORY RAMP   850+     NON-RESERVED MONTHLY    $139.10   $149.00  $149.00    0.0%
332-6468                     ALL DAY                   $8.50     $9.00    $9.00    0.0%
                             1ST HOUR                  $3.00     $3.00    $3.25    8.3%
                             EA. ADD'L HOUR            $1.00     $1.25     -
                             SECOND HOUR                                  $1.25
                             EACH ADD'L HOUR                              $1.00

- ------------------------------------------------------------------------------------------
DAYTON RADISSON     800+     0-3 HOURS                 $3.00     $5.25     -
RAMP                         EA ADD'L HOUR             $1.25     $1.00     -
332-8707                     MAXIMUM                   $8.50     $9.00    $9.00    0.0%
                             AFFER 4 P.M.              $2.00     $2.00    $2.50   25.0%
                             1ST HOUR                                     $3.25
                             SECOND HOUR                                  $1.25
                             EACH ADD'L HOUR                              $1.00

- ------------------------------------------------------------------------------------------
IDS RAMP            625      NON-RESERVED MONTHLY    $220.00   $225.00  $225.00    0.0%
338-7032                     1ST 1/2 HOUR              $3.00     $3.00    $3.00    0.0%
                             EACH ADD'L HOUR           $1.00     $1.00    $1.00    0.0%
                             MAXIMUM                  $13.00    $13.00   $15.00   15.4%
                             AFTER 4 PM                -         $2.75    $3.50   27.3%

- ------------------------------------------------------------------------------------------
AVG MONTHLY-NON RESERVED                             $183.53   $193.50  $203.50   5.2%
- ------------------------------------------------------------------------------------------
</TABLE>

According to the property manager, the parking component is very small given the
size of the subject development. As a result, demand is very high for on-site
parking which drives up the overall rates. Gaviidae I, with a 490 stall ramp,
benefits from this demand and is currently charging $260 for non-reserved and
$320 per month for reserved parking. The validated parking program also
insulates many paying customers from the real cost of on-site parking. Two
promotional programs have been introduced to attract suburban shoppers to
Downtown Minneapolis. "Do the Town" is the most widely recognized program. This
program provides for free/validated evening parking in nearly every Downtown
ramp with a purchase of $20 or more. Both Gaviidae Developments participate in
this program. In addition, Brookfield also has a program designed to attract the
suburban day shopper. The "We've got a Spot" program is essentially the same as
the "Do the Town" program - three free hours of parking with a purchase of $20
or more. According to internal surveys, the average parking cost is about $6.00
per visit. The validated parking costs are allocated to the retail components
and included in retail common


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                    PAGE 176
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

PARKING INCOME (continued)

area costs. In 1996, the total costs from both programs amounted to $1.65 per
square foot of retail area.

Overall parking demand is increasing in the Downtown core. Most property owners
experienced an exodus of monthly parkers following the completion of the two new
Third Avenue Distributor (TAD) Ramps located west of the subject. Combined,
these City owned Garages have capacity for over 4,500 vehicles. The City of
Minneapolis is the largest single operator controlling over 20,000 parking
spaces or roughly 38% of all Downtown parking. Through the Municipal Parking
System, the City operates 5,000 parking meters and owns fifteen parking ramps
and nine parking lots. Several of the largest ramps include the Third Avenue
Distributor Ramps (TAD Ramps) on the west edge of the Downtown and the newly
constructed Jerome Haaf Memorial Parking Ramp adjacent to the new Federal Courts
Building which is under construction. For the most pant, the City owned ramps
are located outside of the Downtown core and therefore, do not compete with the
inner-core ramps. As of the appraisal date, there are plans for only one new
parking ramp in Downtown Minneapolis. Reliance Real Estate plans on demolishing
three small buildings located between the Rand Tower and the Soo Line Building,
one block east of Gaviidae II. Plans call for a seven floor parking garage with
capacity for 500 vehicles. Reliance owns the Rand Tower and it is clear that the
ramp would benefit their leasing efforts. Although a rate structure has not been
announced, industry observers believe monthly rates will be in the $250+ range.
This ramp will compete with the subject Gaviidae garages.

A historic income and expense statement is as follows:

<TABLE>
<CAPTION>
Gaviidae II
Parking Income & Expense History
- ---------------------------------------------------------------------------------------------------------------------
                              1993                1994               1995               1996            Budget 1997

                           $     $/Stall      $      $/Stall      $      $/Stall     $      $/Stall     $      $/Stall
- ---------------------------------------------------------------------------------------------------------------------
<S>                    <C>       <C>       <C>       <C>       <C>       <C>      <C>       <C>      <C>       <C>
PARKING INCOME         $513,877  $2,447    $607,315  $2,892    $701,920  $3,342   $736,175  $3,506   $774,098  $3,686
PARKING EXPENSE        $356,900  $1,700    $474,808  $2,261    $529,337  $2,521   $503,512  $2,398   $561,987  $2,676
- ---------------------------------------------------------------------------------------------------------------------
NET OPERATING INCOME   $156,977    $748    $132,507    $631    $172,583    $822   $232,663  $1,108    $212,111 $1,010
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

The 1997 budgeted income of $774,000 represents a 5% increase over actual 1996
income which is in line with historical growth. Despite an improved office
market, the potential for competition is greater with the announced Rand Ramp
and future office development which will undoubtedly include a parking
component. For this analysis, a figure of $775,000 was relied on. An income
growth rate of 2.0% was projected in Year 2 and 3.0% growth rate thereafter.

It should be noted that the Net Operating Income generated from the parking lot
component is extremely high, as a percent of gross revenue, because no common
area maintenance and real estate taxes are allocated to this component. This is
not typical of the market. The parking component is typically operated as an
independent profit center whereby its pro-rata share of expenses are absorbed.
The current situation clearly benefits the owner as common area maintenance and
tax charges typically paid by the parking ramp are allocated to the Dam Tower,


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                    PAGE 177
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

PARKING INCOME (continued)

retail and anchor components, and thus recaptured. It is the owner's position
that each component benefits from the ramp and therefore should pay for these
expenses. For this analysis, as with the other income components, no
re-allocation on a more typical market basis has been considered.

Brookfield has hired Imperial Parking, Inc. (Impark) to operate the parking
component. According to the manager, Imperial charges the property owner for the
actual costs involved in operating the ramp. For 1997, these costs are budgeted
at $470,000. This includes salaries, benefits and administrative charges and is
referred to as Impark expenses. These costs are approved by the property
manager. Overall, the cost to operate the ramp are very high given that it is
operated exclusively as a valet ramp. Brookfield has studied the cost of
converting the ramp to a self-park facility but it was not feasible. It is
reported that roughly one-third of the parking capacity would be lost if this
were done.

Imperial is paid a management fee equal to 2.5% of effective gross income.
Brookfield charges a second management fee equal to 4.0% times effective gross
income less the Impark management fee. Brookfield is responsible for not only
approving the Impark expenses but for the coordination of all other ramp related
services. The management fee covers these services.

Several other expenses are allocated to the parking ramp that require
discussion. First, as with the office and retail components, insurance costs are
below market. For this projection, a figure of $0.14 per square foot of gross
area (138,987 square feet) or $19,500 was relied on. Budgeted costs for major
repair, utilities, fire protection, and supplies total $75,000. Brookfield's
management fee, based on revenues of $775,000 equates to $11,625. Together,
these landlord related costs total $106,125. Adding the Impark expenses to this
results in a total parking expense of $575,000, as rounded.

GAVIIDAE II - NEIMAN MARCUS EXPENSES

A stabilized expense estimate for the subject property has been developed based
on a review of each portion's actual expense history and in some cases, by
comparison to current market expenses for similar buildings. Historical income
and operating expenses for the retail component for the period 1993 through 1996
has been included on the following page. Stabilized expense estimates are also
included to the right of year-to-date activity.


 -------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                    PAGE 178
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH
RETAIL EXPENSE ANALYSIS
GAVIIDAE II
HISTORICAL INCOME AND EXPENSE PROFILE

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
GAVIIDAE II                           1993                1994                  1995         
INCOME                             $       $/SF        $         $/SF        $         $/SF  
- ---------------------------------------------------------------------------------------------
<S>                           <C>         <C>      <C>          <C>      <C>          <C>    
NET RENT-RETAIL                 $648,534   $3.43   $1,127,258    $5.97   $1,074,335    $5.69 
PERCENTAGE RENT                  $34,424   $0.18      $29,411    $0.16      $25,299    $0.13 
OPERATING REIMB.                $840,589   $4.45     $775,202    $4.10     $877,999    $4.65 
PROPERTY TAX REIMB.             $839,214   $4.44     $846,355    $4.48     $936,441    $4.96 
PARKING INCOME                  $513,877   $2.72     $607,315    $3.22     $701,920    $3.72 
STORAGE INCOME                    $2,729   $0.01       $6,745    $0.04       $7,090    $0.04 
MISCELLANEOUS INCOME            $177,885   $0.94         $126    $0.00          $76    $0.00 
- ---------------------------------------------------------------------------------------------
TOTAL INCOME                  $3,057,252  $16.19   $3,392,412   $17.96   $3,623,160   $19.18 
                                                                                             
RECOVERABLE EXPENSES                                                                         
CLEANING                        $188,595   $1.00     $184,736    $0.98     $240,077    $1.27 
ELECTRICAL MAINTENANCE          $136,752   $0.12      $10,663    $0.06       $9,793    $0.05 
PLUMBING MAINTENANCE              $3,110   $0.02      $16,558    $0.09       $8,790    $0.05 
HVAC                            $424,148   $2.25      $38,707    $0.20      $37,908    $0.20 
ELEV. & ESCALATORS               $64,027   $0.34      $62,671    $0.33      $64,520    $0.34 
SECURITY AND SAFETY             $172,834   $0.92     $145,163    $0.77     $131,150    $0.69 
LANDSCAPING & GROUNDS                 $0   $0.00           $0    $0.00           $0    $0.00 
GENERAL BLDG COSTS              $165,041   $0.87     $235,144    $1.25     $249,994    $1.32 
COMMON AREA COSTS              ($332,012) ($1.76)   ($168,356)  ($0.89)   ($174,751)  ($0.93)
REPAIRS AND MAINT.               $67,968   $0.36      $75,611    $0.40      $60,366    $0.32 
LOADING DOCK                     $48,195   $0.26      $62,815    $0.33      $58,619    $0.31 
COMM. CENTER                      $1,442   $0.01      $51,949    $0.28      $42,522    $0.23 
ENERGY COSTS                        $855   $0.00     $484,482    $2.57     $434,425    $2.30 
WATER AND SEWER                  $11,789   $0.06      $10,208    $0.05      $17,428    $0.09 
ADMINISTRATION                  $233,056   $1.23     $147,125    $0.78     $123,466    $0.65 
INSURANCE                        $14,381   $0.08      $18,024    $0.10      $18,943    $0.10 
MANAGEMENT FEES                 $126,244   $0.67     $111,393    $0.59     $116,849    $0.62 
REAL ESTATE TAXES/ASSMTS      $1,255,213   $6.65   $1,068,614    $5.66   $1,122,948    $5.95 
OTHER                                $92   $0.00           $0    $0.00           $0    $0.00 
- ---------------------------------------------------------------------------------------------
TOTAL RECOVERABLE EXPENSES    $2,581,730  $13.67   $2,555,507   $13.53   $2,563,047   $13.57 

NON-RECOVERABLE EXPENSES                                                                     
PROMOTIONAL FUND                $253,431   $1.34     $264,590    $1.40     $167,309    $0.89 
ADMINISTRATION                        $0   $0.00           $0    $0.00           $0    $0.00 
INSURANCE                             $0   $0.00           $0    $0.00           $0    $0.00 
MANAGEMENT FEE                        $0   $0.00           $0    $0.00           $0    $0.00 
OTHER                                 $0   $0.00       $2,071    $0.01      $21,801    $0.12 
LEGAL FEES                            $0   $0.00      $34,962    $0.19       $3,331    $0.02 
PARKING                         $356,900   $1.89     $474,808    $2.51     $529,337    $2.80 
GROUND RENT                           $0   $0.00           $0    $0.00           $0    $0.00 
BAD DEBT EXPENSE                      $0   $0.00     $275,199    $1.46      $41,651    $0.22 
- ---------------------------------------------------------------------------------------------
TOTAL NON-RECOVERABLE EXP.      $610,331   $3.23   $1,051,630    $5.57     $763,429    $4.04 
- ---------------------------------------------------------------------------------------------
TOTAL EXPENSES                $3,192,061  $16.90   $3,607,137   $19.10   $3,326,476   $17.61 
- ---------------------------------------------------------------------------------------------
NET OPERATING INCOME           ($134,809) ($0.71)   ($214,725)  ($1.14)    $296,684    $1.57 
- ---------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------
GAVIIDAE II                           1996                 Budget 1997              Stabilized
INCOME                              $        $/SF         $          $/SF           $      $/SF
- ------------------------------------------------------------------------------------------------
<S>                            <C>          <C>      <C>            <C>      <C>          <C>   
NET RENT-RETAIL                $1,124,550    $5.95   $1,282,941      $6.79
PERCENTAGE RENT                   $25,525    $0.14      $43,318      $0.23
OPERATING REIMB.                 $960,730    $5.09   $1,240,536      $6.57
PROPERTY TAX REIMB.              $994,797    $5.27   $1,179,890      $6.25
PARKING INCOME                   $736,175    $3.90     $774,098      $4.10
STORAGE INCOME                     $6,595    $0.03       $7,200      $0.04
MISCELLANEOUS INCOME                 $718    $0.00           $0      $0.00
- ------------------------------------------------------------------------------------------------
TOTAL INCOME                   $3,849,090   $20.38   $4,528,483     $23.98
                                                                  
RECOVERABLE EXPENSES                                              
CLEANING                         $209,160    $1.11     $233,856      $1.24     $230,000    $1.22
ELECTRICAL MAINTENANCE            $18,548    $0.10      $23,080      $0.12      $20,000    $0.11
PLUMBING MAINTENANCE               $5,648    $0.03       $9,600      $0.05       $7,500    $0.04
HVAC                              $40,499    $0.21      $45,348      $0.24      $42,500    $0.23
ELEV. & ESCALATORS                $67,107    $0.36      $68,532      $0.36      $65,000    $0.34
SECURITY AND SAFETY              $127,370    $0.67     $135,117      $0.72     $130,000    $0.69
LANDSCAPING & GROUNDS                  $0    $0.00           $0      $0.00           $0    $0.00
GENERAL BLDG COSTS               $306,689    $1.62     $312,460      $1.65     $310,000    $1.64
COMMON AREA COSTS               ($165,710)  ($0.88)   ($192,432)    ($1.02)   ($190,000)  ($1.01)
REPAIRS AND MAINT.                $73,610    $0.39     $115,838      $0.61      $85,000    $0.45
LOADING DOCK                      $60,265    $0.32      $63,664      $0.34      $62,500    $0.33
COMM. CENTER                      $46,602    $0.25      $50,217      $0.27      $47,500    $0.25
ENERGY COSTS                     $470,790    $2.49     $522,790      $2.77     $500,000    $2.65
WATER AND SEWER                   $18,093    $0.10      $19,320      $0.10      $20,000    $0.11
ADMINISTRATION                   $131,704    $0.70     $142,675      $0.76     $140,000    $0.74
INSURANCE                         $16,107    $0.09      $17,331      $0.09      $20,200    $0.11
MANAGEMENT FEES                  $124,533    $0.66     $149,885      $0.79     $104,999    $0.56
REAL ESTATE TAXES/ASSMTS       $1,362,795    $7.22   $1,395,900      $7.39   $1,347,681    $7.14
OTHER                                  $0    $0.00           $0      $0.00           $0    $0.00
- ------------------------------------------------------------------------------------------------
TOTAL RECOVERABLE EXPENSES     $2,913,900   $15.43   $3,113,181     $16.48   $2,942,880   $15.58

NON-RECOVERABLE EXPENSES                                       
PROMOTIONAL FUND                 $286,156    $1.52     $189,147      $1.00     $150,000    $0.79
ADMINISTRATION                         $0    $0.00           $0      $0.00           $0    $0.00
INSURANCE                              $0    $0.00           $0      $0.00           $0    $0.00
MANAGEMENT FEE                         $0    $0.00           $0      $0.00           $0    $0.00
OTHER                              $3,635    $0.02      $13,600      $0.07       $9,443    $0.05
LEGAL FEES                        $11,729    $0.06       $7,800      $0.04      $10,000    $0.05
PARKING                          $503,512    $2.67     $561,987      $2.98     $575,000    $3.04
GROUND RENT                            $0    $0.00           $0      $0.00           $0    $0.00
BAD DEBT EXPENSE                  $24,721    $0.13      $25,000      $0.13           $0    $0.00
- ------------------------------------------------------------------------------------------------
TOTAL NON-RECOVERABLE EXP.       $829,753    $4.39     $797,534      $4.22     $744,443    $3.94
- ------------------------------------------------------------------------------------------------
TOTAL EXPENSES                 $3,743,653   $19.82   $3,910,715     $20.71   $3,687,323   $19.52
- ------------------------------------------------------------------------------------------------
NET OPERATING INCOME             $105,437    $0.56     $617,768      $3.27               
- ------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------
EXPENSES - RETAIL (continued)

For the most part, expenses were stabilized based on historical operating
history. Real Estate Taxes, General Common Area costs, and Loading Dock expenses
were allocated based on the previous discussion found at the beginning of the
Income Approach section of this report.

EXPENSE RECOVERIES

Expense recoveries for the in-line tenants and the Neiman Marcus Department
store are outlined below:

Neiman Marcus

Neiman Marcus pays their pro-rata share of real estate taxes and assessments. In
addition, they contribute to common area maintenance an amount equal to $1.00
per square foot for the first five years of their lease. After the fifth year,
the rate shall be increased by the CPI. For this analysis, the 1997 budgeted
figure of $146,000 or $1.22 per square foot of GLA was relied on. This common
area contribution is applied to the general common area costs of the specialty
retail center, thereby reducing the expense burden for the in-line tenants.
Neiman Marcus does not pay a management fee. However, the landlord charges a
management fee on their effective gross income, including recoveries, and
allocates that to the in-line retail tenants for recovery.

In-Line Tenants

The standard recovery is outlined as follows:

                                                            Over       Gross
Expense                 Recovery    After                   Area       Up to
- --------------------------------------------------------------------------------
Operating Expenses:     Pro-rata    Anchor Contribution     In-line     90%
                                    Office Contribution     In-line     90%
Real Estate Taxes:      Pro-rata                            Total GLA
Special Assessments:    Pro-rata                            Total GLA

For this exercise, no operating cost recoveries were grossed up. Given the
number of tenants on percentage rent only deals, and the extraordinarily high
operating costs at the property, any additional expense burden was considered
counter-productive.

Several expense items require additional attention including insurance,
promotion and management fees. According to the property manager, Brookfield
maintains a master insurance policy that includes both Gaviidae developments,
the Dam Plaza, the City Center Development as well as other property they own.
The premium rates are below market. For this exercise, retail insurance was
estimated at $0.29 per square foot of leasable area based on the median costs
reported by Dollars and Cents of Shopping Centers-1995.


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                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                    PAGE 180
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

EXPENSE RECOVERIES (continued)

A management fee equal to 4% of effective gross income was considered reasonable
based on discussions with two firms specializing in retail property management.
Both felt that a lower fee would generally be warranted if the properties were
performing well. However, with a number of percentage rent only deals, total
gross income will be lower. As such, a slightly higher management fee is
projected. This fee structure assumes that all other costs (administrative and
management) would be passed back to the property, not deducted from the
management fee.

Brookfield has budgeted $380,000 for promotion and marketing in 1997. Each
property is allocated $190,000. This covers the landlord incurred costs of
marketing, promotion and advertising. The costs equate to approximately $1.40
per square foot on Gaviidae I and $2.73 per square foot on Gaviidae II (in-line
area only). In addition to advertising, television, and radio promotion, the
costs also cover 2.5 on-site employees plus an allocation of the promotion
manager's compensation. Historical costs are outlined below:

- --------------------------------------------------------------------------------
                      1994        1995         1996       Budget 1997
- --------------------------------------------------------------------------------
Gaviidae I          $325,463    $327,415     $307,002      $l90,857
Gaviidae II         $264,590    $167,309     $286,156      $189,147
- --------------------------------------------------------------------------------
Total Promotion     $590,053    $494,724     $593,158      $380,004
Total Cost/sf          $2.87       $2.40        $2.88         $1.85
- --------------------------------------------------------------------------------

It should be noted that very few tenants contribute to the promotional fund.
From discussions with other retail owners and managers, this is becoming more
commonplace. Many of the national or large regional tenants don't want to
participate in the fund given that they already have their own advertising
campaign. One person who is familiar with the property felt that a reasonable
promotional budget should be in the $0.50 per square foot range. He speculated
that with many tenants likely on percentage rent only deals, no amount of
promotional spending will likely increase sales.

This is particularly the case in Downtown Minneapolis where virtually all sales
are generated during the weekdays.

With essentially only two levels of retail space at Gaviidae I, promotional
expenses were stabilized at $125,000. For Gaviidae II, a figure of $150,000 was
relied on.

YIELD CAPITALIZATION ANALYSIS

In projecting the yield and terminal capitalization rate in this discounted cash
flow analysis, several factors have been considered. Although we recognize that
Gaviidae II is an integral component of the entire development, it is our
opinion, based on discussions with numerous real estate professionals, that the
retail component carries substantially greater risk than the office component.
It is recognized that there is very little demand for this product type. These
properties tend to be very unique. From our research, we could find no surveyed
underwriting criteria. However, this component includes the parking ramp which
is considered a relatively low risk element. Other real estate brokers,
appraisers and owners, were interviewed as to an appropriate range of discount
rates. Based on these discussions, and considering the lack of any relevant or

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                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                    PAGE 181
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

YIELD CAPITALIZATION ANALYSIS (continued)

comparable market information, a base discount rate in the 15% range has been
estimated. Because the retail component is physically part of the greater
development, it is our opinion, that a higher IRR rate would be applicable if
the retail component were separated from the office tower.

Terminal Capitalization Rate - For this analysis a range of terminal
capitalization rates of from 11.0% to 12.0% was relied on. The net operating
income was capitalized by these parameters resulting in an estimated
reversionary value.

Gross sales proceeds are defined as expected selling price before all costs of
sale and commissions. Since the seller typically pays all of the sales
commissions, this amount will need to be deducted from the gross sales proceeds
to arrive at the net sales proceeds.

Sales Costs - A 1% sales commission was relied on which is consistent with the
office tower.

A copy of the ten year cash flow projection is located on the following pages.


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                    PAGE 182
- --------------------------------------------------------------------------------
<PAGE>

================================================================================

                                   GAVIIDAE I

================================================================================


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                   LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC
                                    PAGE 186
- --------------------------------------------------------------------------------
<PAGE>

                                [GRAPHIC OMITTED]

                            [INTERNAL PHOTO OF MALL]


<PAGE>

SUMMARY OF SALIENT FACTS AND CONCLUSIONS
- --------------------------------------------------------------------------------

The Property:           Gaviidae I/Saks Fifth Avenue 
                        Downtown Minneapolis, Minnesota

Valuation Date:         March 1, 1997

Dates of Inspection:    February 18, 1997 as well as numerous times before and
                        after

Land Area:              65,635 square feet, or 1.51 acres

Percent of Typical
Downtown Block:         60.3%

Floor Area Ratio:       8.46 to 1 (rentable area including gross parking ramp
                        area/land area-square feet)

Building Areas:
                        --------------------------------------------------------
                                                        GBA-sf    RA-sf   GLA-sf
                        --------------------------------------------------------
                        Saks Fifth Avenue               108,827       0  118,338
                        Gaviidae I                      446,513  70,308   65,834
                        --------------------------------------------------------
                        Totals                          555,340  70,308  184,172
                        --------------------------------------------------------

Flood Zone Designation: Zone C, Areas of Minimal Flooding

Community Panel Number: 270172-0006 B

Census Tract Number:    46

Zoning:                 B4-2, Central Retail District

Tenant Composite:

<TABLE>
<CAPTION>
                        GAVIIDAE I
                        --------------------------------------------------------------------
                                                              % of    Expiration   Remaining
                        Major Tenants             Area-sf     GLA     Date         Term-Yrs
                        --------------------------------------------------------------------
                        <S>                       <C>         <C>       <C>         <C>  
                        Saks Fifth Avenue         118,338     46.5%     1/31/15     17.90
                        National City Bank         95,757     37.6%     3/31/06      9.09
                        --------------------------------------------------------------------
                        Total Anchors             214,095     84.1%
                        In-Line Retail             33,792     13.3%
                        Vacant In-Line Retail       6,593      2.6%
                        ---------------------------------------------------------------------
                        Total GLA                  254,480    100.0%
                        ---------------------------------------------------------------------
</TABLE>

Year Built:             1987-1989


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                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 188
- --------------------------------------------------------------------------------
<PAGE>

SUMMARY OF SALIENT FACTS AND CONCLUSIONS (CONTINUED)
- --------------------------------------------------------------------------------

Value Indications:

Estimated Market Value
of the Land:            $13,000,000 ($200/sf, as rounded)

Estimated Market Value 
of the Subject Property
by the Cost Approach:   $15,000,000 ($58.94/sf of GLA, as rounded)

Estimated Market Value 
of the Subject Property 
by the Sales Comparison
Approach:               Not Developed

Estimated Market Value 
of the Subject Property
by the Income Approach: $12,000,000 ($39/sf of GLA, as rounded)


================================================================================

                        Final Value Estimate $12,000,000

================================================================================


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 189
- --------------------------------------------------------------------------------
<PAGE>

================================================================================
                              PRESENTATION OF DATA
================================================================================


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 190
- --------------------------------------------------------------------------------
<PAGE>

IDENTIFICATION OF THE PROPERTY 
- --------------------------------------------------------------------------------

The real estate being appraised is a five story specialty retail center anchored
by a Saks Fifth Avenue Department store. The property is located in the Downtown
core of Minneapolis, Minnesota. The property consists of a 118,338 square foot
department store occupied by Saks Fifth Avenue, and a 136,142 square foot, four
level, vertical retail mall which has been partially converted to general office
space. Four subterranean levels provide for off street parking and a central
loading dock serving both the anchor and specialty retail components. There is
available parking for 490 vehicles.

Outside of Saks Fifth Avenue, the largest single tenant in Gaviidae I is
National City Bank with 97,757 square feet or roughly 38% of the property's GLA.
The bank occupies a retail banking operation on the first and skyway levels. In
addition, the bank's general office space is located on the entire fifth, fourth
and a majority of the third levels. Their base lease expiration is March 31,
2006.

The specialty retail portion is comprised in the first and second levels. There
are 19 tenants in this high quality retail center. The Saks Fifth Avenue
department store anchors the specialty retail component on the south end of the
development.

The development is situated on a 65,635 square foot land parcel in the
Minneapolis Central Business District. The property is located at the
intersection of South 7th Street and the Nicollet Mall, the 100% corner,
Downtown's most central core intersection. The property was constructed between
1997 and 1999 with initial occupancy in the fall of 1989. The property is skyway
linked on the second and fourth floors with the Gaviidae II/Dain Plaza
development located immediately to the north, across South Sixth Street. Other
skyways connect the subject with the Northwest Center Building, the IDS
Building, and the City Center Development. The property is located immediately
east of City Center and cater-corner to the Dayton's Department Store. Overall,
this is one of the best locations in Downtown Minneapolis.


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 191
- --------------------------------------------------------------------------------
<PAGE>

LEGAL DESCRIPTION
- --------------------------------------------------------------------------------

According to information provided by the owner, the subject property, which is
located in Hennepin County, Minnesota, is legally identified as follows:

Saks Parcel:    That part of Lots 1, 2 and 3, Block 221, Brown and
                Jackins Addition to Minneapolis, and Lots 1, 2 and 3, Block 221,
                Town of Minneapolis, all lying Southwesterly of a line 140.00
                feet Northeasterly of, as measured at right angles to and
                parallel with, the Southwesterly line of Block 221, Brown and
                Jackins Addition to Minneapolis, according to the recorded plat
                thereof, and situated in Hennepin County, Minnesota.

                Being registered land as is evidenced by Certificate of Title
                No.702994.

North Parcel:   Lots 8, 9 and 10, Block 221, Town of Minneapolis; that
                part of Lots 1, 2 and 3, Block 221, Town of Minneapolis, and
                that part of Lot 3, Block 221, Brown and Jackins Addition to
                Minneapolis, all lying Northeasterly of a line 140.00 feet
                Northeasterly of, as measured at right angles to and parallel
                with, the Southwesterly line of Block 221, Brown and Jackins
                Addition to Minneapolis, according to the recorded plat thereof,
                and situated in Hennepin County, Minnesota.

                Being registered land as is evidenced by Certificate of
                Title No. 704471.


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 192
- --------------------------------------------------------------------------------
<PAGE>

PLAT MAP
- --------------------------------------------------------------------------------

The following plat map has been included for visual reference.

================================================================================


                               [GRAPHIC OMITTED]


================================================================================


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 193
- --------------------------------------------------------------------------------
<PAGE>

REAL ESTATE TAXES
- --------------------------------------------------------------------------------

The subject property's tax code identification numbers (PID's) are
22-029-24-44-0104 and 27-029-24-11-0126. The property is assessed by the
Minneapolis Assessor in the name of Brookfield Market, Incorporated. The
property is taxed on an ad valorem or property value basis. A historical outline
of the subject property's assessed values and taxes payable are as follows:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
ASSESSOR'S ESTIMATED    LAND       BUILDING    TOTAL        VALUE/      SUBSEQUENT   TAX/SF  EFF.TAX
MARKET VALUE AS OF     VALUE+      VALUE=      VALUE        SF OF GLA   YEAR'S TAX   GLA     RATE
- ----------------------------------------------------------------------------------------------------
<S>                   <C>          <C>         <C>          <C>         <C>          <C>     <C>  

JANUARY 2, 1992                                $34,450,000  $135.37     $2,166,295   $8.51   6.29%
 STIPULATED TO:       $11,065,000  $9,935,000  $21,000,000   $82.52     $1,320,528   $5.19   6.29%

JANUARY 2, 1993                                $23,000,000   $90.38     $1,467,281   $5.77   6.38%
 STIPULATED TO:        $9,315,000  $6,685,000  $16,000,000   $62.87     $1,020,717   $4.01   6.38%

JANUARY 2,1994                                 $23,000,000   $90.38     $1,900,691   $7.47   8.26%
 STIPULATED TO:        $9,315,000  $3,485,000  $12,800,000   $50.30     $1,057,776   $4.16   8.26%

JANUARY 2, 1995        $9,315,000  $3,485,000  $12,800,000   $50.30       $859,569   $3.38   6.72%

JANUARY 2, 1996        $9,315,000  $6,685,000  $16,000,000   $62.87     $1,044,814   $4.11   6.53%

JANUARY 2, 1997(1)    $10,970,000  $5,030,000  $16,000,000   $62.87
- ----------------------------------------------------------------------------------------------------
</TABLE>

SOURCE: HENNEPIN COUNTY ASSESSOR'S OFFICE
        PID NOS.22-029-24-44-0104 & 27-029-24-11-0126
(1) AEMV Subject to change - final posting in March, 1997
- --------------------------------------------------------------------------------

As noted above, the owner was successful in negotiating a multiple year
reduction in assessed value affecting 1992, 1993 and 1994. According to the
assessor, the subject's value increased from $12,800,000 in 1995 to $16,000,000
in 1996 given National City Bank's tenancy.

It should be noted that in Minnesota, real estate taxes are paid in the year
following the assessment date. For example, the 1997 payable taxes are based on
the Assessor's Estimated Market Value as of January 2, 1996. Real Estate Taxes
will be discussed in greater detail in the Income Approach section of this
report.


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 194
- --------------------------------------------------------------------------------
<PAGE>

SPECIAL ASSESSMENTS
- --------------------------------------------------------------------------------

The two land parcels that comprise the subject property are each subject to five
special assessments. Three of the assessments are for Nicollet Mall related
capital improvements and two are for the maintenance of the Nicollet Mall. It
should be noted that the Nicollet Mall Service Charge Assessment is not based on
a declining principal payoff. Rather, the charge is based in part on the value
of the commercial real estate in the Nicollet Mall area. According to the
Minneapolis Department of Assessments, the charge is recalculated every year and
allocated to all properties, on an ad valorem basis, within the Nicollet Mall
benefit area. The Nicollet Mall Maintenance Fee represents the on-going cost to
maintain the Nicollet Mall. The subject's 1997 assessment for both parcels is
$60,552.22. This figure is calculated each year and allocated to all properties
within the same benefit area. A breakdown of the special assessment payoff
schedule is included in the Addenda of this report. A summary is offered below:

         ------------------------------------------------------------------
                    SAKS                  NORTH                 GRAND
                    TOTAL                 TOTAL                 TOTAL
                    SPECIAL               SPECIAL               SPECIAL
                    ASSESSMENT            ASSESSMENT            ASSESSMENT
         YEAR       PER YEAR      YEAR    PER YEAR      YEAR    PER YEAR
         ------------------------------------------------------------------
         1997       $54,385.56    1997    $49,374.82    1997    $103,760.38
         1998       $54,605.16    1998    $49,536.71    1998    $104,141.86
         1999       $42,681.65    1999    $32,757.80    1999     $75,439.45
         2000       $42,929.23    2000    $32,940.31    2000     $75,869.54
         2001       $43,180.36    2001    $33,125.43    2001     $76,305.80
         2002       $43,435.09    2002    $33,313.21    2002     $76,748.29
         2003       $43,693.44    2003    $33,503.65    2003     $77,197.09
         2004       $43,955.46    2004    $33,696.80    2004     $77,652.26
         2005       $44,221.18    2005    $33,892.67    2005     $78,113.85
         2006       $44,490.64    2006    $34,091.29    2006     $78,581.93
         2007       $44,763.87    2007    $34,292.70    2007     $79,056.57
         2008       $45,040.91    2008    $34,496.92    2008     $79,537.83
         2009       $45,321.81    2009    $34,703.97    2009     $80,025.79
         2010       $41,221.57    2010    $30,372.66    2010     $71,594.22
         2011       $40,074.58    2011    $29,528.64    2011     $69,603.22
         ------------------------------------------------------------------

DESCRIPTION OF THE LAND
- --------------------------------------------------------------------------------

The Gaviidae I site is a rectangular land parcel occupying the west/northwest
most 60% of one of the clearly defined core blocks of Downtown Minneapolis. This
places the subject land at the corners of South Sixth and Seventh Streets and
Nicollet Mall. As most Downtown blocks are uniform at 330' x 330' (10 lots each
at 165' x 66' = 108,900 square feet, or 2.5 acres), the Gaviidae I site
comprises approximately 65,635 square feet, or 1.5 acres. According to a survey
dated February 28, 1992, by John Coulter Peterson, Minnesota Registered Land
Surveyor No.13792, the parcel has a frontage of 330.83 feet along Nicollet Mall
running to depths of 198.31 feet and 198.38 feet respectively,
east/northeastward along South Sixth and Seventh Streets. These measurements
give the subject parcel a total street frontage of 727.52 lineal feet. Please
reference the cited survey in the Addenda of this report for further detail.


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 195
- --------------------------------------------------------------------------------
<PAGE>

DESCRIPTION OF THE LAND (continued)
- --------------------------------------------------------------------------------

This outstanding specific location places the subject tract cater-corner from
the main entrance to Dayton's flagship Downtown department store at its South
Seventh Street corner, directly north of the landmark IDS Center block, directly
east across Nicollet Mall from the City Center complex, and directly south of
Dain Plaza/Gaviidae II on its South Sixth Street side. The subject land is
bordered mid-block on the east by the 57 story Norwest Center office tower. As
such the subject ground benefits from the potential for direct skyway access on
all four of its sides. This strategic position then is one of the most people
intense points in the entire Downtown neighborhood.

The Gaviidae I parcel is flat and at the grade of its border streets. The
subject improvements cover virtually 100% of the land surface. The parcel is
bounded by sidewalks on its three street sides. These sidewalks are partly
overhung by canopies and awnings on the Gaviidae I building. Traffic flows by
the site are one-way east bound on South Sixth Street, one-way west bound on
South Seventh Street, and two-way north/south bound on Nicollet Mall. All
vehicle access onto the subject land and its underground garage and loading
facilities is by way of a wide, 26.5 foot curb cut off of South Sixth Street at
the subject parcel's mid-block boundary with the Norwest Center site.

Nicollet Mall follows a serpentine route through the Downtown core and is
designed as a pedestrian promenade with motorized traffic restricted to public
transportation and safety vehicles only. As Nicollet Mall passes by Gaviidae I,
the curve of its two lanes is eastward resulting in the sidewalk space on the
subject's side to be on the narrow side of the Mall. This means that for
developments with street level retail spaces along Nicollet Mall that are on the
wider side of the route, a better potential exists for a sidewalk cafe or other
tenants that have a need for occasional outdoor retailing. Sidewalk widths on
South Sixth and Seventh Streets are a uniform 15 feet. The most recent traffic
flows (1995) past Gaviidae I on South Sixth and Seventh Streets are
approximately 14,600 and 15,700 vehicles per day respectively. Nicollet Mall is
one of Downtown's main bus routes with heated shelters and stops for passengers
on almost every block. As part of the Nicollet Mall design plan, decorative
street lights illuminate the way, fountains and sculpture exhibits are placed as
reflection/rest points, and piped-in classical music is played throughout the
day. Warm weather Mall activities include street vendors and musicians, Thursday
farmers' markets, seasonal parades, and other special events.

The Gaviidae I land parcel conforms very well as to shape, size and
location/position for supporting a major landmark Downtown development.


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 196
- --------------------------------------------------------------------------------
<PAGE>

DESCRIPTION OF THE IMPROVEMENTS
- --------------------------------------------------------------------------------

The subject property consists of a five story specialty center anchored by a
four level Saks Fifth Avenue Department store. The property was constructed in
1989. The property is of Class A construction. The primary feature of a Class A
building is the fireproofed structural steel frame. Floors, roof and exterior
walls are typically reinforced concrete on a steel decking which is consistent
with the subject.

It should be noted that this descriptive section is intended to be a brief
overview of the project specifics. The appraisers acknowledge that a more
detailed description could be made. More specific information in the form of
building plans and specifications are available from Brookfield LePage.

Project Designer: Cesar Pelli & Associates, 1056 Chapel Street, New
                  Haven Connecticut, 06510

Architect:        Lohan Associates, 225 North Michigan Avenue, Suite 800,
                  Chicago, 60601

General 
Contractor:       Kraus Anderson/PCL (Joint venture)

Height:           The property is separated into two distinct areas; the five
                  level specialty retail center is located on the north with the
                  four level Saks Fifth Avenue Department Store on the south.
                  Three levels of subterranean parking, including a loading
                  dock, are located below the entire development.


Gross Leasable
Area:             254,488 square feet including anchor retail, in-line retail
                  and National City Bank office and retail space.

                  ---------------------------------------------------
                                                                % of
                                              Area-sf           Total
                  ---------------------------------------------------
                  Saks Fifth Avenue           118,338           46.5%
                  Gaviidae I - Retail          40,375           15.9%
                  National City Bank Office    70,874           27.9%
                  National City Bank Retail    24,893            9.8%
                  ---------------------------------------------------
                  Total RA & GLA              254,480          100.0%
                  ---------------------------------------------------


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 197
- --------------------------------------------------------------------------------
<PAGE>

DESCRIPTION OF THE IMPR0VEMENTS (Continued)
- --------------------------------------------------------------------------------

Gross Building Area: Approximately 555,340 square feet based on the following:

                                 -----------------------
                                                 Total
                                 Level           Area-sf
                                 -----------------------

                                 First floor      64,844
                                 Second floor     64,873
                                 Third floor      64,848
                                 Fourth floor     64,676
                                 Fifth floor      58,412
                                 Loading Level    72,8OO
                                 Mezzanine Level  19,287
                                 Concourse Level  72,800
                                 Concourse Mezz   72,800
                                 ------------------------
                                Totals           555,340

Foundation:       Poured concrete foundation wall over concrete caissons and
                  concrete spread footings.

Frame:            Structural steel frame which supports a poured in place
                  concrete slab. The steel beams are supported by composite
                  steel girders spanning between steel columns. Lateral load
                  resistance is provided by a series of steel diagonal braces
                  and concrete shear walls spaced throughout the building.

Floor:            5-3/4" poured in place concrete slab over 1/4" ribbed metal
                  decking supported by steel joists.  According to the
                  operations manager, floor loads are designed for a live load
                  of 100 pounds per square.

Ceilings:         The retail common area ceilings are sheetrocked, taped and
                  painted.  Most of the retail stores, including Saks Fifth
                  Avenue, have a similar ceiling finish.

Lighting:         Retail - Primarily incandescent lighting or track lighting.
                  Parking - High pressure sodium vapor.

HVAC:             The property is improved with a heat pump system.  Steam is
                  purchased from the City of Minneapolis.  Chilled water is
                  provided by two on-site wells.  Supply water from the wells is
                  pumped the heat exchanger (closed loop system) and then
                  distributed to individual tenant heat pumps.  The well water
                  also serves the two base building chillers located on P-4.  In
                  the summer months, the chillers cool the water which serves
                  the main air handling units for air-conditioning in the mall
                  (Unit # 1) and minimum air-conditioning (Unit # 2) and minimum
                  air ventilation for tenant spaces.  Individual heat pumps are
                  Friedrich-Climate Master 814 series and range from 1 to 3 tons
                  of capacity.  Heat comes from a steam to a hot water exchanger
                  which feeds perimeter radiation to tenant areas. The hot water


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 198
- --------------------------------------------------------------------------------
<PAGE>

DESCRIPTION OF THE IMPR0VEMENTS (Continued)
- --------------------------------------------------------------------------------

HVAC (cont'd):    also serves the two main units for tempered air in the winter.
                  Portions of the parking ramp entrance off South Sixth Street
                  are heated for snow melt.

Energy 
Management
System:           Automation, fire alarm and temperature control are provided by
                  a Honeywell Excel Classic Controller.  The system is housed at
                  the IDS Central Operations Center.

Life Safety 
System:           The development is fully sprinkled for fire protection. Fire
                  suppression elements include pressurized stairwell, smoke
                  detection system, duct smoke detection, automated smoke
                  evacuation, and automatic elevator recall. The underground
                  parking garage and the loading dock area have a dry sprinkling
                  system due to the potential for freezing.

Emergency Power:  The subject has a single, diesel powered Cummins (Model
                  KTTA-38GS) generator. The generator is produces 1,340
                  horsepower and generates 1,000 Kilowatts of standby power. In
                  case of a power failure or interruption, the generator will
                  supply power to the smoke exhausts, emergency lighting.
                  pressurization fans for stairwell fire control and fire pumps.

Roof Structure:   The roof consists a Firestone single ply rubber membrane water
                  barrier with an aggregate ballast. The roof has a 10 year
                  warranty which commenced in 1989. The retail roof is improved
                  with a barrel-vault dome, reportedly the largest in the world.

Elevator:         The retail area is served by both escalators and elevators.
                  There are two escalators per floor (one up, one down).  A
                  breakdown is as follows:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
Unit                                                Floors                            Capacity    Speed
#      Area                  Type                   Served/stops     Make             lbs         FPM
- -------------------------------------------------------------------------------------------------------
<S>    <C>                   <C>                    <C>              <C>              <C>         <C>

1-8    Retail                48" Escalators          1-5             Westinghouse       --        100
3      Parking               Hydraulic Passenger    P3-1             Westinghouse     3,500       125
4-5    Retail Service        Electric Service       P2-5             Westinghouse     5,000       350
6-7    Retail                Electric Passenger     P3-5             Westinghouse     3,500       350
8      National City Bank    Electric Passenger      1-5                 Dover        2,500       350
- -------------------------------------------------------------------------------------------------------
</TABLE>

                  In addition, Saks Fifth Avenue has two escalators per floor,
                  one passenger and one service elevator.


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 199
- --------------------------------------------------------------------------------
<PAGE>

DESCRIPTION OF THE IMPROVEMENTS (continued)
- --------------------------------------------------------------------------------

Electrical:       Siemens buss duct riser system provides power to all building
                  areas. Northern States Power (NSP) services the property with
                  a 480 volt power supply. This supply is converted to 120 volt
                  service for tenant distribution.

Restrooms:        Public restrooms are located on the third floor. The men's
                  restroom consists of two toilets, one urinal and three sinks.
                  The women's restroom includes three toilets and three sinks.
                  National City Bank also has men's and women's restrooms on
                  levels three, four and five.

Flooring:         Floor finishes vary throughout the development. However, in
                  the retail common area they are predominantly floor stone
                  tile. The Tenant Design Criteria information provided by the
                  owner indicates that the first and second floors consist of a
                  field of "Membro Rosata" honed and sealed by Domestic Marble &
                  Stone Corp. with inserts of "Rosso Rubino" and a border of
                  "Quetzel Green" honed and sealed by Guatemala Marble, Inc. The
                  third, fourth and fifth floors are carpeted with a border of
                  the "Quetzel Green" stone tile.

Walls:            Sheetrocked, taped and painted or wallpapered.

Hazardous:        The building was completed in 1989 and no known hazardous
                  substances are present in the building including asbestos.

Special Features: The building has a central atrium extending from the first
                  floor through the domed roof. An elaborate waterfall is also
                  located on the south end of the retail atrium. The water
                  feature begins on the fifth level with pools of lighted water
                  cascading down two waterfalls framing the fourth floor entry
                  to Saks Fifth Avenue. The water reappears on the third level
                  in a trough over the atrium and free-falls to a ground floor
                  fountain.

Overview:         The specialty retail or mall area is comprised of five above
                  grade floors peripheral to a full central atrium.  The Saks
                  Fifth Avenue Department store anchors the development on the
                  south side of the central atrium.  The retail mall was
                  initially designed for retail occupancy.  However, after
                  struggling with significant vacancy on the upper floors, the
                  owner has since leased the fifth, fourth and majority of the
                  third floors to National City Bank for office space.

Access to the first floor or from floor to floor is provided by eight escalators
positioned in the north end of the atrium retail area. The main skyway system,
which connects with the neighboring buildings, is located on the second floor.
In addition, the subject is skyway linked on the fourth floor to the Neiman
Marcus/Gaviidae II development.

For visual reference, the following reduced floor plans have been included:


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 200
- --------------------------------------------------------------------------------
<PAGE>

                               GAVIIDAE COMMON II
                              60 South Sixth Street
                              Minneapolis, MN 55402
                        SCHEDULE OF PROSPECTIVE CASH FLOW
           In Inflated Dollars for the Fiscal Year beginning 3/1/1997

<TABLE>
<CAPTION>
                                        Year 1        Year 2       Year 3         Year 4        Year 5        Year 6        Year 7
  For the Years Ending                 Feb-1998      Feb-1999     Feb-2000       Feb-2001      Feb-2002      Feb-2003      Feb-2004
                                      ---------     ---------     ---------     ---------     ---------     ---------     ---------
<S>                                  <C>           <C>           <C>           <C>           <C>           <C>           <C>      
POTENTIAL GROSS REVENUE
 Base Rental Revenue                 $1,790,974    $1,842,921    $1,862,539    $1,862,800    $1,881,692    $1,908,338    $1,936,875
 Absorption & Turnover Vacancy         (268,422)     (177,268)      (51,792)      (26,640)      (35,667)      (18,526)      (23,758)
 Base Rent Abatements                    (4,511) 
                                      ---------     ---------     ---------     ---------     ---------     ---------     ---------
Scheduled Base Rental Revenue         1,518,041     1,665,653     1,810,747     1,836,160     1,846,025     1,889,812     1,913,117

 Expense Reimbursement Revenue
  cleaning
  clng after Office Cam                  12,468        14,942        16,464        17,310        18,428        20,708        22,833
  electrical maintenance                  6,234         7,470         8,232         8,656         9,214        10,353        11,419
  plumbing maintenance                    2,338         2,801         3,087         3,246         3,455         3,885         4,282
  HVAC                                   13,246        15,877        17,492        18,393        19,578        22,001        24,261
  elevators & escalators                 20,261        24,282        26,752        28,133        29,943        33,649        37,107
  security & safety                      40,519        48,565        53,510        56,265        59,884        67,299        74,213
  general bldg. costs                   197,395       211,442       222,623       231,633       242,354       258,100       273,414
  Office Cam Credit
  repairs & maintenance                  26,493        31,755        34,985        36,788        39,157        44,003        48,523
  loading dock                           19,481        23,348        25,726        27,049        28,790        32,354        35,680
  comm. center                           14,805        17,744        19,549        20,556        21,880        24,588        27,118
  energy costs                          155,845       186,784       205,801       216,403       230,331       258,837       285,436
  water & sewer                           6,234         7,470         8,232         8,656         9,214        10,353        11,419
  administrative                         43,635        52,298        57,625        60,593        64,492        72,473        79,924
  insurance                               6,295         7,548         8,314         8,742         9,303        10,456        11,531
  real estate taxes                     987,340     1,046,621     1,095,360     1,136,995     1,182,951     1,244,191     1,304,752
  special assessments                    23,409        23,447        20,729        21,640        22,642        23,950        25,264
  Management Fee                         32,535        38,998        42,968        45,181        48,089        54,041        59,595
                                      ---------     ---------     ---------     ---------     ---------     ---------     ---------
 Total Reimbursement Revenue          1,608,533     1,761,392     1,867,449     1,946,239     2,039,705     2,191,241     2,336,771

  storage                                 7,023         7,176         7,397         7,662         7,969         8,288         8,619
  Parking                               777,583       794,453       818,286       842,835       868,120       894,163       920,988
                                      ---------     ---------     ---------     ---------     ---------     ---------     ---------
TOTAL POTENTIAL GROSS REVENUE         3,911,180     4,228,674     4,503,879     4,632,896     4,761,819     4,983,504     5,179,495
 Collection Loss                        (31,266)      (34,270)      (36,782)      (37,824)      (38,857)      (40,811)      (42,499)
                                      ---------     ---------     ---------     ---------     ---------     ---------     ---------
EFFECTIVE GROSS REVENUE               3,879,914     4,194,404     4,467,097     4,595,072     4,722,962     4,942,693     5,136,996

OPERATING EXPENSES
 cleaning                               231,342       239,439       247,819       256,493       265,470       274,761       284,378
 electrical maintenance                  20,117        20,821        21,549        22,304        23,084        23,892        24,729
 plumbing maintenance                     7,544         7,808         8,081         8,364         8,657         8,960         9,273
 HVAC                                    42,748        44,244        45,793        47,395        49,054        50,771        52,548
 elevators & escalators                  65,379        67,667        70,036        72,487        75,024        77,650        80,368
 security & safety                      130,758       135,335       140,072       144,974       150,048       155,300       160,735
 general bldg. costs                    311,808       322,722       334,017       345,707       357,807       370,330       383,292
 repairs & maintenance                   85,496        88,488        91,585        94,791        98,108       101,542       105,096
 loading dock                            62,865        65,065        67,342        69,699        72,139        74,663        77,277
 comm. center                            47,777        49,449        51,180        52,971        54,825        56,744        58,730
 energy costs                           502,917       520,519       538,737       557,593       577,108       597,307       618,213
 water & sewer                           20,117        20,821        21,549        22,304        23,084        23,892        24,729
 administrative                         140,817       145,745       150,846       156,126       161,590       167,246       173,100
 insurance                               20,318        21,029        21,765        22,527        23,315        24,131        24,976
 real estate taxes                    1,324,040     1,370,381     1,418,345     1,467,987     1,519,366     1,572,544     1,627,583
 special assessments                     31,393        30,698        26,842        27,939        29,082        30,273        31,513
 Management Fee                         104,999       108,674       112,477       116,414       120,489       124,706       129,071
 promotional fund                       150,500       153,765       158,509       164,193       170,761       177,591       184,695
 Parking                                576,917       589,433       607,619       629,407       654,583       680,766       707,977

 Vacant Utility Costs
 Occupied                              (168,221)     (180,147)     (191,827)     (200,074)     (207,670)     (216,741)     (225,127)
 Vacant                                 189,494       193,604       199,578       206,734       215,004       223,604       232,548
                                      ---------     ---------     ---------     ---------     ---------     ---------     ---------
 Total                                   21,273        13,457         7,751         6,660         7,334         6,863         7,421

 structural reserve                       9,475         9,680         9,979        10,337        10,750        11,180        11,627
 Landlord costs                          10,033        10,251        10,567        10,946        11,384        11,839        12,313
                                      ---------     ---------     ---------     ---------     ---------     ---------     ---------
TOTAL OPERATING EXPENSES              3,918,633     4,035,491     4,162,460     4,307,618     4,463,062     4,622,951     4,789,664
                                      ---------     ---------     ---------     ---------     ---------     ---------     ---------
NET OPERATING INCOME                    (38,719)      158,913       304,637       287,454       259,900       319,742       347,332
                                      ---------     ---------     ---------     ---------     ---------     ---------     ---------
LEASING & CAPITAL COSTS
 Tenant Improvements                    373,950       213,451       179,264        34,830       107,793       243,323        98,870
 Leasing Commissions                     27,159        17,712        14,540         2,090         6,467        34,883        12,915
                                      ---------     ---------     ---------     ---------     ---------     ---------     ---------
TOTAL LEASING & CAPITAL COSTS           401,109       231,163       193,804        36,920       114,260       278,206       111,785
                                      ---------     ---------     ---------     ---------     ---------     ---------     ---------
CASH FLOW BEFORE DEBT SERVICE         ($439,828)     ($72,250)     $110,833      $250,534      $145,640       $41,536      $235,547
& INCOME TAX                          =========     =========     =========     =========     =========     =========     =========

<CAPTION>
                                        Year 8        Year 9        Year 10      Year 11        Year 12       Year 13       Year 14
  For the Years Ending                 Feb-2005      Feb-2006      Feb-2007      Feb-2008      Feb-2009      Feb-2010      Feb-2011
                                      ---------     ---------     ---------     ---------     ---------     ---------     ---------
<S>                                  <C>           <C>           <C>           <C>           <C>           <C>           <C>       
POTENTIAL GROSS REVENUE
 Base Rental Revenue                 $1,933,514    $2,163,176    $2,439,640    $2,605,060    $2,701,156    $2,767,666    $2,832,721
 Absorption & Turnover Vacancy          (43,485)      (12,200)     (260,483)      (30,964)      (17,518)      (26,776)      (25,577)
 Base Rent Abatements
                                      ---------     ---------     ---------     ---------     ---------     ---------     ---------
 Scheduled Base Rental Revenue        1,890,029     2,150,976     2,179,157     2,574,096     2,683,638     2,740,892     2,807,144

 Expense Reimbursement Revenue
  cleaning
  clng after Office Cam                  23,062        27,758        26,457        26,913        28,263        29,249        30,222
  electrical maintenance                 11,532        13,881        13,229        13,456        14,133        14,626        15,112
  plumbing maintenance                    4,326         5,206         4,960         5,046         5,299         5,487         5,666
  HVAC                                   24,504        29,498        28,112        23,594        30,032        31,078        32,112
  elevators & escalators                 37,478        45,111        42,993        43,732        45,931        47,533        49,113
  security & safety                      74,954        90,221        85,990        87,463        91,857        95,067        98,227
  general bldg. costs                   281,116       307,397       283,535       318,781       332,139       344,324       356,757
  Office Cam Credit
  repairs & maintenance                  49,007        58,990        56,225        57,187        60,058        62,162        64,226
  loading dock                           36,036        43,375        41,340        42,050        44,164        45,706        47,223
  comm. center                           27,387        32,965        31,418        31,958        33,564        34,736        35,892
  energy costs                          288,282       347,007       330,726       336,396       353,300       365,641       377,800
  water & sewer                          11,532        13,881        13,229        13,456        14,133        14,626        15,112
  administrative                         80,719        97,162        92,603        94,189        98,925       102,379       105,785
  insurance                              11,646        14,021        13,359        13,589        14,275        14,769        15,265
  real estate taxes                   1,343,487     1,437,693     1,177,189     1,505,821     1,563,500     1,618,200     1,674,218
  special assessments                    26,162        28,157        23,196        29,836        31,163        32,409        33,533
  Management Fee                         60,187        72,447        69,050        70,231        73,764        76,339        78,880
                                      ---------     ---------     ---------     ---------     ---------     ---------     ---------
 Total Reimbursement Revenue          2,391,417     2,664,770     2,333,611     2,718,698     2,834,500     2,934,331     3,035,143

  storage                                 8,964         9,322         9,695        10,083        10,486        10,906        11,342
  Parking                               948,618       977,076     1,006,389     1,036,580     1,067,678     1,099,708     1,132,699
                                      ---------     ---------     ---------     ---------     ---------     ---------     ---------
TOTAL POTENTIAL GROSS REVENUE         5,239,028     5,802,144     5,528,852     6,339,457     6,596,302     6,785,837     6,986,328
 Collection Loss                        (42,814)      (48,157)      (45,128)      (52,928)      (55,181)      (56,752)      (58,423)
                                      ---------     ---------     ---------     ---------     ---------     ---------     ---------
EFFECTIVE GROSS REVENUE               5,196,214     5,753,987     5,483,724     6,286,529     6,541,121     6,729,085     6,927,905
                                      ---------     ---------     ---------     ---------     ---------     ---------     ---------
OPERATING EXPENSES
 cleaning                               294,331       304,633       315,295       326,330       337,752       349,573       361,808
 electrical maintenance                  25,594        26,490        27,417        28,377        29,370        30,398        31,462
 plumbing maintenance                     9,598         9,934        10,281        10,641        11,014        11,399        11,798
 HVAC                                    54,387        56,291        58,261        60,300        62,411        64,595        66,856
 elevators & escalators                  83,181        86,092        89,105        92,224        95,452        98,792       102,250
 security & safety                      166,361       172,184       178,210       184,448       190,903       197,585       204,500
 general bldg. costs                    396,707       410,592       424,963       439,836       455,231       471,164       487,655
 repairs & maintenance                  108,775       112,582       116,522       120,600       124,821       129,190       133,712
 loading dock                            79,981        82,781        85,678        88,677        91,780        94,993        98,317
 comm. center                            60,786        62,913        65,115        67,394        69,753        72,194        74,721
 energy costs                           639,850       662,245       685,424       709,414       734,243       759,942       786,540
 water & sewer                           25,594        26,490        27,417        28,377        29,370        30,398        31,462
 administrative                         179,158       185,429       191,919       198,636       205,588       212,784       220,231
 insurance                               25,850        26,755        27,691        28,660        29,663        30,702        31,776
 real estate taxes                    1,684,548     1,743,508     1,804,530     1,867,689     1,933,058     2,000,715     2,070,740
 special assessments                     32,804        34,149        35,550        37,009        38,530        40,072        41,475
 Management Fee                         133,588       138,264       143,103       148,111       153,295       158,661       164,214
 promotional fund                       192,083       199,766       207,757       216,067       224,709       233,698       243,046
 Parking                                736,317       765,769       796,400       828,256       861,386       895,842       931,675

 Vacant Utility Costs
 Occupied                              (233,252)     (244,154)     (212,014)     (263,248)     (274,501)     (285,052)     (296,555)
 Vacant                                 241,850       251,524       261,585       272,048       282,930       294,247       306,017
                                      ---------     ---------     ---------     ---------     ---------     ---------     ---------
 Total                                    8,598         7,370        49,571         8,800         8,429         9,195         9,462

 structural reserve                      12,092        12,576        13,079        13,602        14,147        14,712        15,301
 Landlord costs                          12,806        13,318        13,850        14,404        14,981        15,580        16,203
                                      ---------     ---------     ---------     ---------     ---------     ---------     ---------
TOTAL OPERATING EXPENSES              4,962,989     5,140,131     5,367,138     5,517,852     5,715,886     5,922,184     6,135,204
                                      ---------     ---------     ---------     ---------     ---------     ---------     ---------
NET OPERATING INCOME                    233,225       613,856       116,586       768,677       825,235       806,901       792,701
                                      ---------     ---------     ---------     ---------     ---------     ---------     ---------
LEASING & CAPITAL COSTS
 Tenant Improvements                    151,617       329,429     5,349,310       140,874       451,589       214,170       239,742
 Leasing Commissions                     26,623        30,828       336,573        16,476        35,593        28,953        27,843
                                      ---------     ---------     ---------     ---------     ---------     ---------     ---------
TOTAL LEASING & CAPITAL COSTS           178,240       360,257     5,685,883       157,350       487,182       243,123       267,585
                                      ---------     ---------     ---------     ---------     ---------     ---------     ---------
CASH FLOW BEFORE DEBT SERVICE           $54,985      $253,599   ($5,569,297)     $611,327      $338,053      $563,778      $525,116
& INCOME TAX                          =========     =========     =========     =========     =========     =========     =========
</TABLE>
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

YIELD CAPITALIZATION ANALYSIS (continued)

- --------------------------------------------------------------------------------
                     GAVIIDAE II - NEIMAN MARCUS
                     DISCOUNTED CASH FLOW ANALYSIS
- --------------------------------------------------------------------------------

                     INDICATED VALUE:                 ($86,591)
                     DIVIDE RENTABLE AREA-SF:          188,864
                     --------------------------------------------------------

                     INDICATED VALUE PER SQUARE FOOT:   ($0.46)
                     GOING IN CAPITALIZATION RATE:           NA
                     TERMINAL CAP RATE:                  12.00%
                     DISCOUNT RATE:                      14.00%
                     COSTS OF SALE:                       -l.0%
                     PRESENT VALUE OF CASH FLOW:   ($1,434,589)
                       % OF NPV                        1656.74%
                     PRESENT VALUE OF RESIDUAL:     $1,347,998
                       % OF NPV                       -1556.74%

- --------------------------------------------------------------------------------
                                     =CASH FLOW        X             =
YEAR  CASH FLOW     +REVERSION (1)   +REVERSION    PV FACTOR     SUBTOTAL
- --------------------------------------------------------------------------------
1     ($439,828)               $0    ($439,828)       0.88      ($385,814)
2      ($72,250)               $0     ($72,250)       0.77       ($55,594)
3      $110,833                $0     $110,833        0.67        $74,809
4      $250,534                $0     $250,534        0.59       $148,336
5      $145,640                $0     $145,640        0.52        $75,641
6       $41,536                $0      $41,536        0.46        $18,923
7      $235,547                $0     $235,547        0.40        $94,133
8       $54,985                $0      $54,985        0.35        $19,275
9      $253,599                $0     $253,599        0.31        $77,984
10  ($5,569,297)       $4,997,328    ($571,969)       0.27      ($154,285)
- -------------------------------------------------------------------------------
NET PRESENT VALUE                                                ($86,591)

(1)
      AVG. NET OPERATING INCOME-YR 9-13                          $626.251
      DIVIDE TERMINAL CAPITALIZATION RATE        /                 12.00%
- -------------------------------------------------------------------------------
      REVERSIONARY SALE PROCEEDS                               $5,218,758
      LESS: 11TH YEAR TENANT IMPROVEMENTS                       ($140,874)
      LESS: 11TH YEAR COMMISSIONS/RESERVE                        ($30,078)
- -------------------------------------------------------------------------------
      SUBTOTAL                                                 $5,047,806
      LESS: COSTS OF SALE                                        ($50,478)
- -------------------------------------------------------------------------------
      NET REVERSIONARY PROCEEDS                                $4,997,328


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


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 184
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

YIELD CAPITALIZATION ANALYSIS (continued)

The following pricing matrix has been calculated based on the discounted cash
flow model found on the preceding page. The matrix displays the range of net
present value as a function of both the yield rate or internal rate of return
and the terminal capitalization rate.

- --------------------------------------------------------------------------------
                          TERMINAL CAPITALIZATION RATES

                       11.00%      12.00%       13.00%      14.00%       15.00%

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

    I     13.00%      $58,751     ($79,614)   ($196,692)  ($297,044)  ($384,016)
    R
    R     13.00%      $49,263     ($83,126)   ($195,147)  ($291,165)  ($374,381)

    R     14.00%      $40,104     ($86,591)   ($193,795)  ($285,684)  ($365,321)
    A
    T     14.50%      $31,263     ($90,008)   ($192,621)  ($280,576)  ($356,803)
    E
    S     15.00%      $22,726     ($93,374)   ($191,612)  ($275,817)  ($348,794)
- --------------------------------------------------------------------------------


================================================================================
           Estimated Market Value
           by Yield Capitalization,             Nominal
================================================================================


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 185
- --------------------------------------------------------------------------------
<PAGE>

                               [GRAPHIC OMITTED]


                               [GAVIIDAE LEVEL 5]


<PAGE>

                               [GRAPHIC OMITTED]


                               [GAVIIDAE LEVEL 4]


<PAGE>

                               [GRAPHIC OMITTED]


                               [GAVIIDAE LEVEL 3]


<PAGE>

                               [GRAPHIC OMITTED]


                            [GAVIIDAE SKYWAY LEVEL]


<PAGE>

                               [GRAPHIC OMITTED]


                            [GAVIIDAE STREET LEVEL]


<PAGE>

                               [GRAPHIC OMITTED]


                    [GAVIIDAE CONCOURSE MEZZANINE LEVEL P1]


<PAGE>

                               [GRAPHIC OMITTED]


                         [GAVIIDAE CONCOURSE LEVEL P2]


<PAGE>

                               [GRAPHIC OMITTED]


                     [GAVIIDAE MEZZANINE PARKING LEVEL P3]


<PAGE>

                               [GRAPHIC OMITTED]


                        [GAVIIDAE LOADING DOCK LEVEL P4]

<PAGE>

UNDERGROUND PARKING & LOADING
- --------------------------------------------------------------------------------

The subject development includes four levels used for off-street
parking and loading. Ingress and egress is gained off South Sixth
Street near the northeast corner of the site.

Four levels of subterranean parking are available in levels P4 through
P1. As with the retail component, the parking structure is also of
Class A construction. The parking area is fully sprinkled (dry
system) for fire protection. There is available parking for 490
vehicles. The loading dock area is located on the lowest level, P4.
The are four docks serving the retail component and two docks serving
Saks Fifth Avenue. All docks are improved with levelers and bumpers.

- --------------------------------------------------------------------------------
                     GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 210
- --------------------------------------------------------------------------------
<PAGE>

HIGHEST AND BEST USE ANALYSIS
- --------------------------------------------------------------------------------

This analysis identifies the most profitable use to which the property can be
developed. The use of a property greatly influences value and all factors that
influence and contribute to value must be considered. Highest and Best Use is
defined in The Dictionary of Real Estate Appraisal, Third Edition, by the
Appraisal Institute, copyright 1993, page 171 as follows:

       "The reasonably probable and legal use of vacant land or an improved
       property, which is physically possible, appropriately supported,
       financially feasible, and that results in the highest value. The four
       criteria the highest and best use must meet are legal permissibility,
       physical possibility, financial feasibility, and maximum profitability."

Highest and Best Use is based on the application of four tests of the land as
though vacant and of the property as improved. They are as follows:

                              Legally Permissible
                              Physically Possible,
                              Financially feasible, and
                              Maximally Productive

These tests will now be applied to the subject as though vacant.

Legally Permissible - Given the permitted uses in the B4-2, Central Retail
District an office retail, or parking application or a complex integrating these
three applications is allowed.

Physically Possible - Given the range of legally permitted use and in
consideration of the existing office, hotel and retail applications existing
along the Nicollet Mall, it is believed that over the long term that an office,
hotel and/or retail application would be the most appropriate applications for
the site, if vacant. The subject land constitutes one of the prime commercial
sites in Downtown Minneapolis. The property is located at the 100% corner of
South Seventh Street and the Nicollet Mall. The physical and locational
characteristics of the subject site are all suitable for such a development. The
total site measures approximately 65,635 square feet in size and its topography
is level and at grade with the bordering streets.

Financially Feasible - This test relates to the financial feasibility of the
legally permitted uses on the site. As of the appraisal date the office market
is rebounding after three years of downturn. Class A occupancy is 96.1%, up from
95.5% in the Second Quarter of 1995 and 91.7% in the second quarter of 1994.
Class A office rents are generally in the $12 to $16 per square foot range,
compared with $10 to $13 per square foot last year.


- --------------------------------------------------------------------------------
                     GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 211
- --------------------------------------------------------------------------------
<PAGE>

HIGHEST AND BEST USE ANALYSIS (continued)
- --------------------------------------------------------------------------------

The office market has tightened considerably and several new developments are in
process. New construction will likely commence on both the Target office
building (400,900 sf) and the 800 Nicollet Mall Tower building (800,000 sf) in
the Spring of 1997. As previously discussed, Target will own and occupy their
new building. Anchor tenants have yet to be announced for the 800 Tower
property. On February 24, 1997, Opus announced that it will build a 3O-story
office for American Express Financial Advisors on the former Minnegasco
building site at South 7th Street and Second Avenue South.

On the other hand, the Downtown retail market continues to struggle. At the
subject property, the third, fourth and fifth floors were converted to office
after years of high vacancy. At Gaviidae II, the in-line retail component is 37%
vacant with several tenants paying percentage rent only. The Conservatory, one
of the highest quality specialty retail malls built in the Twin Cities, is
scheduled for demolition in the Spring of 1997. For both Gaviidae Developments,
total sales have fallen from $57,000,000 in 1994 to $53,000,000 in 1996.

Other than the flagship Dayton's store, the remaining downtown anchor department
stores are struggling. In 1991, Carson Pine Scott vacated City Center and the
space was subsequently leased to Montgomery Ward. However, with Ward's most
recent sales in the low to mid $60 per square foot range, it is not likely that
this tenant will stay through lease end in 2004. According to the property
manager, in 1995 this store was one of the ten poorest performing stores in the
Montgomery Ward chain.

Saks and Neiman Marcus are in a similar position. In the January 1997 issue of
Corporate Report Minnesota, an article titled "Nicollet Mall-aise" described the
disappointing performance experienced at these two upscale retailers. According
to the article, an average Saks and Neiman store generates $327 and $380 per
square foot in annual sales, respectively. This compares to actual 1996 sales
of $140 per square foot at Saks and $124 per square foot at Neiman Marcus. A
copy of the article is included in the Addenda of this report.

The current rental income from the converted office and retail components
(anchor and in-line) is below the level necessary to support the depreciated
value of the improvements plus land.

Maximally Productive - This test relates to that use which is financially
feasible and most profitable based on dollars invested. If the site were vacant
today, it would likely be considered for office development. However, several
other sites, including the Conservatory site, the Physicians and Surgeons block,
and the Minnegasco office building site (as noted above) are also available and
would most likely be developed before the subject.

The next step in the Highest and Best Use analysis involved applying these tests
to the subject property as improved. In this step, the four tests of highest and
best use are used to determine if the current improvements represent the highest
and best use. If the property, in its current state, does not represent the
highest and best use then other alternatives such as renovation, expansion, or
demolition must be considered. These tests will now be applied to the subject
property as improved.


- --------------------------------------------------------------------------------
                     GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 212
- --------------------------------------------------------------------------------
<PAGE>

HIGHEST AND BEST USE ANALYSIS (continued)
- --------------------------------------------------------------------------------

Legally Permissible - The subject property is legally permitted under the B4-2,
Central Service District. The possible renovation or demolition of the property
is also legally permissible with the proper municipal permits. However,
subsequent sections of this report will prove that the subject property, as
improved, is worth substantially more than the value of the land as vacant.

Physically Possible - The subject property is physically possible as evidenced
by its existence. The subject was physically designed as a specialty retail
development. A property of equal construction, quality and style could be
constructed today. However, it is likely that the subject would not be built if
the site were vacant today. Or, if it was built, it would not resemble the
existing improvements. More likely, a retail development would be incorporated
into the first and second floors of a high-rise office tower. A third floor food
court is a possibility. A fourth and fifth floor would not be built. Nearly
every vertical or specialty mall in the region has experienced difficulty in
upper floor leasing. According to the operations manager, an office building
cannot be constructed over the retail mall. Reportedly, the subject improvements
were not designed for future vertical expansion.

The demolition of the property is a physical possibility, but is not financially
feasible. Subsequent sections of this report will prove that the property as
improved is worth substantially more than the site as vacant.

Financially Feasible/Maximally Productive - For the subject property, the
continued operation of the property as a multi-tenant mixed use development is
financially feasible and maximally productive as the existing improvements do
add significant value over and above the value of the land as vacant. It is the
appraisers' opinion that the conversion of the upper three levels to general
office space is financially feasible and maximally productive.

- --------------------------------------------------------------------------------
                     GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 213
- --------------------------------------------------------------------------------
<PAGE>

COST APPROACH
- --------------------------------------------------------------------------------

The Cost Approach produces an indication of value derived by estimating the
value of the subject land and adding to this the replacement or reproduction
cost of the improvements less any accrued depreciation. Fundamental to this
approach is the principal of substitution which states, on page 356 of The
Dictionary of Real Estate Appraisal, Third Edition, that:

       "...when several similar or commensurate commodities, goods or services
      are available, the one with the lowest price will attract the greatest
      demand and widest distribution".

In other words, a prudent and informed buyer would pay no more for an existing
property than it would cost to purchase a site and construct a building of equal
utility and desirability. This approach recognizes that the replacement or
reproduction cost tends to set an upper limit of value particularly when the
improvements represent the highest and best use of the land as vacant. As newly
constructed properties tend to represent market standards, any deficiencies
existing in the subject property must be quantified by comparison resulting in
an indication of accrued depreciation.

The Cost Approach involves four basic steps as outlined below:

1.    Estimate the value of the land as if vacant and capable of being improved
      to its highest and best use. This was accomplished in the Land Sales
      Comparison Approach Section of the report.

2.    Estimate   the  current   cost  to   replace/reproduce   the   existing
      improvements.

3.    Deduct accrued depreciation (which may be in the form of physical
      deterioration, functional obsolescence or economic obsolescence) from the
      replacement or reproduction cost new estimate.

4.    Add the land value to the depreciated value of the improvements to arrive
      at the estimated market value by the Cost Approach.


- --------------------------------------------------------------------------------
                     GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 214
- --------------------------------------------------------------------------------
<PAGE>

COST APPROACH (continued)
- --------------------------------------------------------------------------------

COST NEW ESTIMATE

Given the substantial elements of functional obsolescence in the property and
the degree of economic obsolescence occurring in the upscale retail market, it
is recognized that the Cost Approach is not the most appropriate methodology for
estimating market value. Arguably, the property would not be built if the site
were vacant today. Or, if it was built, it would not resemble the existing
improvements. More likely, a retail development would be incorporated into the
first and second floors of a high-rise office tower. A third floor food court is
a possibility. A fourth and fifth floor would not be built. Nearly every
vertical or specialty mall in the region has experienced difficulty in upper
floor leasing. At the subject property, the upper three levels were virtually
vacant from the property's opening until January of 1993 when Room & Board
leased 21,668 square feet. Their gross rent was 10% of sales. In 1994, their
last full year of occupancy, sales totaled $2,015,378 indicating a gross rent of
$201,538 or $9.30 per square foot. Subtracting out operating expenses of
approximately $25.00 per square foot results in a negative net rent of ($15.70)
per square foot. The tenant vacated in 1995.

In 1995 the decision was made to essentially de-lease the upper three floors and
sign a long term lease with National City Bank. National City Bank occupied
93,323 square feet in what is now referred to as the 510 Marquette Building.
Their lease expired in March of 1996. Several tenants including Azur,
Ficocello's, and the Card Shop were vacated and the space was converted to
office. The terms of the National City Bank lease are summarized below. A
complete Lease Summary is included in the Addenda of this report.

       Area - sf:       77,472 (includes first and second floor retail banking
                                facilities)
       Rent:            Period      $/sf
                        -----------------
                        4/96 - 3/01 $1.10
                        4/01 - 3/06 $3.10

       Area - sf:       18,285 (Suites 301 and 311)
       Rent:            Period      $/sf
                        -----------------
                        3/96 - 3/01 $4.98
                        4/01 - 3/06 $6.98

National City Bank had initially agreed to lease all space at a net rental rate
of $4.98 per square foot for the first five years and $6.98 for the remaining
five years of the base lease term. However, National City Bank made Brookfield a
loan of $3,346,608 to finance the tenant improvements on the initially leased
area of 77,472 square foot and as a result, the tenant receives a rent credit
which results in an effective net rent of $1.10 per square foot for the first
five years of the term and $3.10 per square foot for the remaining five years of
the term. Subsequent to this, National City Bank leased suites 301 and 311 and
Brookfield reportedly paid for all tenant improvements related to these suites.
As this partial adjusted rent level circumstance relates primarily to the method
of rent payment, and per the direction of the client, the rent credit on the
initially leased area was not considered.


- --------------------------------------------------------------------------------
                     GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 215
- --------------------------------------------------------------------------------
<PAGE>

COST APPROACH (continued)
- --------------------------------------------------------------------------------

COST NEW ESTIMATE (continued)

Even at the $4.98/$6.98 per square foot levels, the above rents do not justify
new construction or provide a sufficient return on the depreciated value of the
improvements (or even land). In fact, the net operating income generated from
these three levels is negative. As such, it is the appraisers' opinion that the
upper three levels suffer from functional obsolescence. Because of this, little
weight was placed on the actual costs reported below:

 Gaviidae I - Saks Fifth Avenue
 -------------------------------------------------------------------------------
                                                          $/SF of     % of
 Actual Construction Costs                      $           GLA       Total
- --------------------------------------------------------------------------------
 Hard costs
   Construction costs          $29,707,025                $116.74      51%
   Tenant Improvements         $ 5,867,817                $ 23.06      10%
- --------------------------------------------------------------------------------
 Total Hard costs                           $35,574,842   $139.79      61%
 Soft Costs
   Architect/Engineering        $5,065,311                 $19.90       9%
   Taxes & Insurance            $2,101,132                  $8.26       4%
   Leasing Commissions            $129,476                  $0.51       0%
   Marketing                    $1,162,787                  $4.57       2%
   General & Accounting         $1,462,480                  $5.75       2%
   Development Fee              $2,348,000                  $9.23       4%
   Financing Costs             $10,801,037                 $42.44      18%
  ------------------------------------------------------------------------------
 Total Soft Costs                           $23,070,223    $90.66      39%

================================================================================
 Total Hard and Soft Costs                  $58,645,065   $230.45     100%

================================================================================

It should be noted that the above estimate does not consider the underlying land
value. The costs were reported on draw request number 38. Brookfield has
indicated that the final draw was number 42. However, they have certified that
there were no material changes in the costs between draw numbers 38 and 42.

REPLACEMENT COST NEW

In applying the Cost Approach, the Marshall Valuation Service was relied on for
estimating the current Replacement Cost New for an anchored retail center with
just two levels of specialty retail. The underground parking garage was also
considered. The construction of all components is classified as Class A by the
Marshall Valuation Service. The primary features of a Class A structure is a
fireproofed structural steel frame with a masonry or poured concrete support and
overlay. Floors and roofs in Class A structures are typically reinforced
concrete over a steel decking and are poured in such a manner that they become
integral to the frame. Exterior walls are commonly walls of masonry, concrete or
panels of metal and glass. This construction classification is consistent with
that of the subject.


- --------------------------------------------------------------------------------
                     GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 216
- --------------------------------------------------------------------------------
<PAGE>

COST APPROACH (continued)
- --------------------------------------------------------------------------------

REPLACEMENT COST NEW (continued)

Replacement Cost New here is the cost of creating a structure of equal utility
as the subject based on current prices for state-of-the-art construction
materials. It is the price of constructing a true substitute building that may
not be composed of identical materials or possess an identical design, but would
provide an equal factor of usage. Reproduction cost would be used for estimating
an identical building and would include any functional obsolescence that might
be present in the existing building.

The calculator cost method was relied on in arriving at a Replacement Cost new
estimate by means of the Marshall Valuation Service. A copy of the estimate is
included in the Addenda of this report. The cost estimates are as follows:

          ---------------------------------------------
                                           RCN
          Component                       Estimate
          ---------------------------------------------
          In-Line Retail & Parking        $17,938,675
          Anchor Dept. Store              $11,071,586
          ---------------------------------------------
          Total                           $29,01O,261
          ---------------------------------------------

In order to provide a sound value indication, an estimate for entrepreneurial
profit should be added if attainable in the marketplace. For this analysis, a
10% entrepreneurial profit was applied to the parking component only. This
estimate was applied to the in-line and parking hard and soft costs as follows:

     ------------------------------------------------------------------
                                               Add:              =
                                 RCN           Entrep.         Total
     Component                  Estimate       Profit @ 10%     RCN
     ------------------------------------------------------------------
     ln-Line Retail & Parking   $17,938,675    $621,290     $18,559,965
     Anchor Dept. Store         $11,071,586          $0     $11,071,586
     ------------------------------------------------------------------
     Total                      $29,010,261    $621,290     $29,631,551
     ------------------------------------------------------------------


- --------------------------------------------------------------------------------
                     GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 217
- --------------------------------------------------------------------------------
<PAGE>

COST APPROACH (continued)
- --------------------------------------------------------------------------------

DEPRECIATION ANALYSIS

Three types of depreciation occur in real estate. They are:

      1. Physical depreciation resulting from the wear and tear on the property.
         It includes both curable and incurable depreciation.

      2. Functional obsolescence resulting from the inadequate or
         super-adequacies of design, style, or layout when compared to a new
         property serving the same purpose.

and,  3. Economic or external obsolescence resulting in a loss of value from
         causes outside the property itself.

All three forms of depreciation are present in the subject property.

Functional Obsolescence - According to The Appraisal of Real Estate, Eleventh
Edition, Functional obsolescence is caused by a flaw in the structure,
materials, or design that diminishes the function, utility and value of the
improvement. The result is a loss in value caused by either a deficiency or
superadequacy. A superadequacy is a component or system in the property that
exceeds market requirements and does not contribute to value an amount equal to
its cost. The upper three floors of the specialty retail center are considered a
superadequacy. Furthermore, the superadequacy is considered incurable given that
the cost to cure the superadequacy (demolition or conversion) exceed the value
created. As such, the cost to construct the upper three floors of the retail
center were not considered in the Replacement Cost New Estimate. Added costs of
ownership related to the operation of these three floors was considered modest
given that National City Bank reimburses the landlord for their pro-rata share
of operating costs.

Physical Depreciation - Incurable - The average physical depreciation,
incurable, from the physical wear and tear on the improvements is calculated by
the age/life ratio. The Marshall Valuation Service reports that typically Class
B buildings such as the subject have an economic life expectancy of 55 years.
The appraisers believe an equal life expectancy exists for both the retail and
parking components. Overall, the entirety of the subject improvements have been
well maintained and are in excellent condition. In this analysis, a straight
line depreciation method for the property based on its effective age and
economic life expectancy was calculated as follows:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
                          Effective      Divide              %              %                   =
Component                    Age    Econ. Life-yrs      Depreciated        RCN               Depr. $
- ------------------------------------------------------------------------------------------------------
<S>                          <C>          <C>              <C>         <C>                 <C>
In-Line Retail & Parking     8            55               14.55%      $18,559,965         $2,699,631
Anchor Dept. Store           8            55               14.55%      $11,071,586         $1,610,413
- ------------------------------------------------------------------------------------------------------
Total                                                      14.55%      $29,631,551         $4,310,044
- ------------------------------------------------------------------------------------------------------
</TABLE>


- --------------------------------------------------------------------------------
                     GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 218
- --------------------------------------------------------------------------------
<PAGE>

COST APPROACH (continued)
- --------------------------------------------------------------------------------

DEPRECIATION ANALYSIS (continued)

Economic Obsolescence - External or economic obsolescence is generally caused by
outside factors affecting property value, such as economic forces or
environmental changes which affect the supply and demand relationship in the
market.

The retail environment is undergoing a fundamental change toward more value
oriented retailing and entertainment. These changes have pushed overall sales
volume down at both Gaviidae Developments as well as City Center. At City
Center, gross sales fell from $62,000,0000 in 1991 to a projected $45,000,000 in
1996. At the Gaviidae properties, gross sales have fallen from $57,000,000 in
1994 to $53,000,000 in 1996.

As of the appraisal date most of the Downtown retail developments are
struggling. Downtown retailers have historically missed out on the night and
weekend business. Suburban shopping malls offer free parking, a less congested
area of travel, and a 1/2% lower sales tax on all non-clothing purchases.
Overall sales volume at the subject is below the level necessary to provide the
retailers with a sufficient profit to remain in business. At the subject
property, gross occupancy costs have consistently been near 15% of sales on the
best second floor space in the project. Based on 1996 sales and 1997 rent, the
average figure was 14.9% as exhibited below:

Gaviidae I & II - Gross Rent to Sales Ratio

- --------------------------------------------------------
                    Gross       Divide    Gross Rent/
                     Rent       Sales     Sales Ratio
- --------------------------------------------------------
Anchors           $2,408,065  $31,435,967   7.7%

First Floor       $1,270,654  $10,778,925  11.8%
Second Floor      $1,563,947   $7,649,391  20.4%
Third Floor         $181,788   $1,526,04l  11.9%
Fourth Floor        $245,683   $1,897,991  l2.9%
- -------------------------------------------------------
Total Non-Anchor  $3,262,071  $21,852,348  14.9%
- -------------------------------------------------------

This compares to the traditional 10% to 12% levels found at most regional malls
in the Twin Cities. As a result, the subject's retail rental structure is lower
than what would be required to achieve a competitive return on the depreciated
replacement cost of the improvements plus land value. The physically depreciated
cost is calculated as follows:

- --------------------------------------------------
 Replacement Cost New               $29,631,551
 Less: Physical Deterioration       ($4,310,044)
- --------------------------------------------------
 ubtotal                            $25,321,507
 Add: Land Value                    $13,000,000
- --------------------------------------------------
 Indicated Value                    $38,321,507
- --------------------------------------------------


- --------------------------------------------------------------------------------
                     GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 219
- --------------------------------------------------------------------------------
<PAGE>

COST APPROACH (continued)
- --------------------------------------------------------------------------------

DEPRECIATION ANALYSIS (continued)

The total average depreciated value of the improvements plus land of
approximately 538,000,000 would require a net income of approximately $3,800,000
to achieve a capitalization rate of 10.0%, an estimated market yield as of the
appraisal date. This compares to a projected Year 1 Net Operating Income
of $1,093,000 as calculated in the Income Approach.

To measure economic obsolescence, the present value of the income shortfall was
calculated. The shortfall is defined as the disparity between the net operating
income necessary to support the depreciated value of the improvements including
land value and the projected net operating income as calculated in the Income
Approach. For this analysis, the required growth in NOI estimated was at 1.52%
per annum. This growth rate is based on the improvement value increasing at 3.5%
per year and the land value appreciating at 2.0% per year. However, because the
improvements are depreciating each year, the total value does not increase
correspondingly. The effective rate of NOI increase given the subject land and
improvement composite is approximately 1.52% per year. Economic obsolescence is
calculated as follows:

- --------------------------------------------------------------------------------
           RCN                            Add:          Deprec.
FY       Estimate         Less:        Land Value    Value of Imp.    x Est.
Year     + 3.5% yr    Physical Depr.    +2.9% yr     + Land Value    Cap Rate
- --------------------------------------------------------------------------------
1998    $29,631,551     $4,310,044    $13,000,000    $38,321,507      10.0%
1999    $30,668,655     $5,018,507    $13,260,000    $38,910,148      10.0%
2000    $31,742,058     $5,771,283    $13,525,200    $39,495,975      10.0%
2001    $32,853,030     $6,570,606    $13,795,704    $40,078,128      10.0%
2002    $34,002,886     $7,418,812    $14,071,618    $40,655,693      10.0%
2003    $35,192,987     $8,318,342    $14,353,050    $41,227,695      10.0%
2004    $36,424,742     $9,271,752    $14,640,111    $41,793,101      10.0%
2005    $37,699,608    $10,281,711    $14,932,914    $42,350,810      10.0%
2006    $39,019,094    $11,351,009    $15,231,572    $42,899,657      10.0%
2007    $40,384,762    $12,482,563    $15,536,203    $43,438,403      10.0%
2008    $41,798,229    $13,679,420    $15,846,927    $43,965,736      10.0%
2009    $43,261,167    $14,158,200    $16,163,866    $45,266,833      10.0%
2010    $44,775,308    $14,653,737    $16,487,143    $46,608,714      10.0%
2011    $46,342,444    $15,166,618    $16,816,886    $47,992,712      10.0%
2012    $47,964,429    $15,697,450    $17,153,224    $49,420,204      10.0%
- --------------------------------------------------------------------------------
Total
- --------------------------------------------------------------------------------

                      Less: Total
       Income Req'd       Net
        to Support     Operating
        Depreciated      Income      Equals    X Discount
FY     Improvements/   Per Income    Income     Factor
Year       Land         Approach     Shortfall  @ 12.5%     Subtotal
- --------------------------------------------------------------------------------

1998    $3,832,151    $1,330,912    $2,501,239    0.889    $2,223,323
1999    $3,891,015    $1,497,122    $2,393,893    0.790    $1,891,471
2000    $3,949,597    $1,489,998    $2,459,599    0.702    $1,727,455
2001    $4,007,813    $1,455,253    $2,552,560    0.624    $1,593,551
2002    $4,065,569    $1,628,331    $2,437,238    0.555    $1,352,494
2003    $4,122,770    $1,666,029    $2,456,741    0.493    $1,211,837
2004    $4,179,310    $1,629,589    $2,549,721    0.438    $1,117,957
2005    $4,235,081    $1,612,302    $2,622,779    0.390    $1,022,213
2006    $4,289,966    $1,633,126    $2,656,840    0.346      $920,434
2007    $4,343,840    $1,685,493    $2,658,347    0.308      $818,628
2008    $4,396,574    $1,974,201    $2,422,373    0.274      $663,076
2009    $4,526,683    $2,012,342    $2,514,341    0.243      $611,778
2010    $4,660,871    $2,062,170    $2,598,701    0.216      $562,048
2011    $4,799,271    $2,041,797    $2,757,474    0.192      $530,122
2012    $4,942,020    $1,941,603    $3,000,417    0.171      $512,736
- --------------------------------------------------------------------------------
                                                          $16,759,123
- --------------------------------------------------------------------------------

It should be noted that the economic obsolescence that exists in the reversion
was not calculated. From the above exhibit it is apparent that the income
shortfall exists beyond the holding period. In fact, the disparity increases
over time. As such, the above estimate of economic obsolescence is understated.
If the calculation were extended an additional twelve years and it were assumed
that over this period the annual disparity would decline $100,000 per year, the
additional indicated obsolescence is estimated at approximately $1,750,000.

The annual shortfall indications are based on the disparity between feasibility
NOI and projected NOI. In addition to the annual shortfall in rent, the landlord
is also responsible for the tenant improvement and leasing commission
expenditures necessary to maintain a stabilized occupancy. Based on the
projections made in the Income Approach, these costs are estimated as follows:


- --------------------------------------------------------------------------------
                     GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 220
- --------------------------------------------------------------------------------
<PAGE>

COST APPROACH (continued)
- --------------------------------------------------------------------------------

DEPRECIATION ANALYSIS (continued)

- --------------------------------------------------------------------------------
                   Add:           Add:          = Total     x Discount
           FY      Leasing        Tenant        Capital       Factor
          Year     Commissions    Improvements  Costs         @ 12.5%   Subtotal
- --------------------------------------------------------------------------------
          1998           $0             $0             $0      0.889          $0
          1999      $22,622       $212,730       $235,352      0.790    $185,957
          2000       $2,484        $41,400        $43,884      0.702     $30,821
          2001      $28,214       $449,560       $477,774      0.624    $298,272
          2002       $1,654        $11,026        $12,680      0.555      $7,036
          2003       $3,228        $21,523        $24,751      0.493     $12,209
          2004       $1,752        $29,203        $30,955      0.438     $13,573
          2005      $12,398       $147,624       $160,022      0.390     $62,368
          2006      $17,252       $115,014       $132,266      0.346     $45,822
          2007     $269,659     $1,254,676     $1,524,335      0.308    $469,413
          2008       $7,010       $116,843       $123,853      0.274     $33,902
          2009      $38,613       $615,255       $653,868      0.243    $159,096
          2010       $2,263        $15,090        $17,353      0.216      $3,753
          2011       $4,418        $29.455        $33,873      0.192      $6,512
          2012     $296,559     $1,216,616     $1,513,175      0.171    $258,584
- --------------------------------------------------------------------------------
          Total                                                       $1,587,319
- --------------------------------------------------------------------------------

For this exercise, economic obsolescence was estimated at $23,000,000.

SUMMATION

By incorporating the site valuation and replacement cost for the subject
improvements, an indication of market value by the Cost Approach was determined
as follows:

                      -------------------------------------------
                       Replacement Cost New          $29,631,551
                       Less: Physical Deterioration   $4,310,044
                      -------------------------------------------
                       Subtotal                      $25,321,507
                       Less: Economic Obsolescence   $23,000,000
                      -------------------------------------------
                       Subtotal                       $2,321,507
                       Add: Land Value               $13,000,000
                      -------------------------------------------
                       Indicated Value               $15,321,507
                                  Rounded to.        $15,000,000
                      -------------------------------------------

Given that the estimate of external obsolescence is based substantially on the
assumptions and projections made in the Income Approach, the value estimate by
the Cost Approach should be granted only minimal weight as a market value
indication. One of the weaknesses of the Cost Approach is not a function of the
methodology or resulting value indication, but rather in the fact that buyers
and sellers do not typically rely on it, especially when analyzing multi-tenant
income producing properties. Another weakness involves the measurement of
accrued depreciation. Since buyers are not relying on the Cost Approach in their
decision to purchase real estate, the measure of deterioration or obsolescence
is oftentimes based on subjective reasoning.


- --------------------------------------------------------------------------------
                     GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 221
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH
- --------------------------------------------------------------------------------
RETAIL TENANT INCOME

Income is generated from the rental of in-line retail space, office space
and anchor tenant space. A breakdown is as follows:

Area           Area-sf    Tenant
- --------------------------------------------------------------------------------
In-line Retail  65,834    Various (includes National City Bank 3rd floor office)
Office          70,308    National City Bank-4th and 5th floors
Anchor         1l8,338    Saks Fifth Avenue
- --------------------------------------------------------------------------------
Total GLA      254,480

A rent roll is offered on the following pages. For the floor by floor location
of a specific tenant please refer to the stacking plans included in the
respective Description of Improvement Sections of this report. Major tenant
lease summaries are included in the Addenda of this report.


- --------------------------------------------------------------------------------
                     GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 222
- --------------------------------------------------------------------------------
<PAGE>

Software       :ARGUS Ver. 7.0.01                                  Date :3/12/97
File           :App_gav1                                           Time :1:51 pm
Property Type  :Office & Retail                                    Ref# :BHX
Portfolio      :                                                   Page :1
                              Gaviidae Common Ph I
                              Minneapolis, MN 55402
              PRESENTATION RENT ROLL & CURRENT TERM TENANT SUMMARY
                     As of Mar-1997 for 254,480 Square Feet

<TABLE>
<CAPTION>
DESCRIPTION             AREA     BASE RENT      RENT ADJUSTMENTS & CATEGORIES   ABATEMENTS     REIMBURSEMENT     LEASING COSTS

Tenant Name               Floor   Rate & Amount                   CPI & Current  Months  Pcnt   Description of    Imprvmnts Commssns
Type & Suite Number       SqFt    per Year       Changes Changes  Porters' Wage    to    to     Operating Expense Rate      Rate
Lease Dates & Term   Bldg Share   per Month         on      to    Miscellaneous  Abate   Abate  Reimbursements    Amount    Amount
- ------------------- -----------  -------------  -------- -------  -------------  ------- -----  ----------------  --------- --------
<S>                    <C>       <C>            <C>       <C>          <C>         <C>    <C>   <C>                 <C>       <C>
NCB Retail                               $4.98  Apr-2001   $6.98       --          --     --    See method:         --        --
Retail, Suite: 101       3,710         $18,476                                                  NCB Retail
Apr-1996 to Mar-2006     1.46%           $0.42                                                  reimbursement.
120 Months                              $1,540

Cole Haan                                $0.00  Oct-1995   $20.0O      --          --     --    See method:         --        --
Retail, Suite: 105       3,542              $0  Oct-1996   $23.00                               In Line Reimb
Aug-1989 to Jan-2005     1.39%           $0.00  Oct-1997   $27.00                               reimbursement.
186 Months                                  $0  Oct-1998   $29.00
                                                Oct-2000   $32.00
                                                Oct-2001   $34.00
                                                Oct-2002   $36.00
                                                Oct-2003   $39.00

Trail Mark                              $17.12       --       --       --          --     --    Full Service:       --        --
Retail, Suite: 107       1,464         $25,064                                                  Pays no expense
Mar-1997 to Feb-2002     0.58%           $1.43                                                  reimbursement.
50 Months                               $2,089

S. Vincent Jewelers                     $30.00  Feb-1997   $35.00      --          --     --    See method:         --        --
Retail, Suite: 113         958         $28,740                                                  In Line Reimb
Aug-1989 to Jan-1998     0.38%           $2.50                                                  reimbursement.
102 Months                              $2,395

Bostonian                               $45.00  Feb-1997   $50.00      --          --     --    See method:         --        --
Retail, Suite: 119       1,015         $45,675                                                  In Line Reimb
Aug-1989 to Jan-2000     0.40%           $3.75                                                  reimbursement.
126 Months                              $3,806

Gaviidae Pendleton                      $20.36       --       --       --          --     --    Full Service:       --        --
Retail, Suite: 125       2,197         $44,731                                                  Pays no expense
Aug-1989 to Feb-1998     0.86%           $1.70                                                  reimbursement.
103 Months                              $3,728

The Custom Shop                         $26.82       --       --       --          --     --    See method:         --        --
Retail, Suite: 130         780         $20,920                                                  In Line Reimb
Aug-1989 to Jan-2001     0.31%           $2.24                                                  reimbursement.
138 Months                              $1,743

Totally Organized                        $6.76       --       --       --          --     --    Full Service:       --        --
Retail, Suite: 135       3,413         $23,072                                                  Pays no expense
Aug-1995 to Jan-2005     1.34%           $0.56                                                  reimbursement.
114 Months                              $1,923

Bruegger's                              $40.42       --       --       --          --     --    Full Service:       --        --
Retail, Suite: 139       2,474         $99,999                                                  Pays no expense
Apr-1994 to Jan-2004     0.97%           $3.37                                                  reimbursement.
118 Months                              $8,333

NCB Retail                               $4.98  Apr-2001   $6.98       --          --     --    See method:         --        --
Retail, Suite: 201       3,454         $17,201                                                  NCS Retail
Apr-1996 to Mar-2006     1.36%           $0.42                                                  reimbursement.
120 Months                              $1,433

The Museum Company                       $0.00  Feb-1996   $39.00      --          --     --    Full Service:       --        --
Retail, Suite: 203       2,666              $0  Jun-1997   $45.00                               Pays no expense
Mar-1990 to Jan-2000     1.05%           $0.00                                                  reimbursement.
119 Months                                  $0

Franklin Quest                          $20.00  Feb-2002   $25.00      --          --     --    See method:         --        --
Retail, Suite: 207       1,655         $33,100                                                  In Line Reimb
Jun-1997 to Jan-2004     0.65%           $1.67                                                  reimbursement.
80 Months                               $2,758

Mother's Work                           $40.00  Sep-1998   $50.00      --          --     --    See method:         --        --
Retail, Suite: 209         764         $30,560                                                  In Line Reimb
Aug-1993 to Aug-2003     0.30%           $3.33                                                  reimbursement.
121 Months                              $2,547
</TABLE>

                            (continued on next page)

<PAGE>

Software       :ARGUS Ver. 7.0.01                                  Date :3/12/97
File           :App_gav1                                           Time :1:51 pm
Property Type  :Office & Retail                                    Ref# :BHX
Portfolio      :                                                   Page :2
                              Gaviidae Common Ph I
                              Minneapolis, MN 55402
              PRESENTATION RENT ROLL & CURRENT TERM TENANT SUMMARY
                     As of Mar-1997 for 254,480 Square Feet
                         (continued from previous page)

<TABLE>
<CAPTION>
DESCRIPTION             AREA     BASE RENT      RENT ADJUSTMENTS & CATEGORIES   ABATEMENTS     REIMBURSEMENT     LEASING COSTS

Tenant Name             Floor     Rate & Amount                   CPI & Current  Months  Pcnt   Description of    Imprvmnts Commssns
Type & Suite Number     SqFt      per Year       Changes Changes  Porters' Wage    to    to     Operating Expense Rate      Rate
Lease Dates & Term   Bldg Share   per Month         on      to    Miscellaneous  Abate   Abate  Reimbursements    Amount    Amount
- ------------------- -----------  -------------  -------- -------  -------------  ------- -----  ----------------  --------- --------
<S>                    <C>       <C>            <C>        <C>         <C>         <C>    <C>   <C>                <C>       <C>
Van Haveren's Flowers                   $33.07      --      --         --          --     --    See method:        --        --
Retail, Suite: 213         488         $16,138                                                  In Line Reimb
Oct-1992 to Jan-1998     0.19%           $2.76                                                  reimbursement.
    Months                              $1,345

  ribou Coffee                          $25.01  Oct-1996   $28.59      --          --     --    See method:        --        --
Retail, Suite: 219       1,069         $26,736  Oct-2000   $32.16                               In Line Reimb
   -1993 to Jan-2004     0.42%           $2.08                                                  reimbursement.
125 Months                              $2,228

  arter Club                            $20.00      --      --         --          --     --    See method:        --        --
Retail, Suite: 221       3,302         $66,040                                                  In Line Reimb
Aug-1989 to Feb-2000     1.30%           $1.67                                                  reimbursement.
127 Months                              $5,503

Croix Knits                              $0.00  Feb-1997   $18.00      --          --     --    See method:        --        --
Retail, Suite: 227       1,352              $0  Feb-1999   $21.00                               In Line Reimb
Apr-1995 to Jan-2007     0.53%           $0.00  Feb-2002   $26.00                               reimbursement.
    Months                                  $0  Feb-2005   $30.00

Ritz Camera                             $40.00      --      --         --          --     --    See method:        --        --
Retail, Suite: 231         739         $29,560                                                  In Line Reimb
Aug-1989 to Jan-1999     0.29%           $3.33                                                  reimbursement.
    Months                              $2,463

Pretzeltime                             $21.68      --      --         --          --     --    Full Service:      --        --
Retail, Suite: 237         508         $11,013                                                  Pays no expense
   -1994 to Jan-2000     0.20%           $1.81                                                  reimbursement.
    Months                                $918

San Francisco Music Box                 $80.00      --      --         --          --     --    See method:        --        --
Retail, Suite: 239         905         $72,400                                                  In Line Reimb
Aug-1989 to Jan-2000     0.36%           $6.67                                                  reimbursement.
    Months                              $6,033

Sunglass Hut                            $70.00      --      --         --          --     --    See method:        --        --
Retail, Suite: 243         522         $36,540                                                  In Line Reimb
Aug-1989 to Jan-1999     0.21%           $5.83                                                  reimbursement.
114 Months                              $3,045

Eddie Bauer                             $30.00      --      --         --          --     --    See method:        --        --
Retail, Suite: 247       5,443        $163,290                                                  In Line Reimb
Aug-1989 to Jan-2000     2.14%           $2.50                                                  reimbursement.
126 Months                             $13,608

NCB Retail                               $4.98  Apr-2001   $6.98       --          --     --    See method:        --        --
Retail, Suite: 301      17,729         $88,290                                                  NCB Retail
Apr-1996 to Mar-2006    6.97%           $0.42                                                  reimbursement.
180 Months                              $7,358

NCB Retail                               $4.98  Apr-2001   $6.98       --          --     --    See method:        --        --
Retail, Suite: 311         556          $2,769                                                  NCB Retail
Apr-1996 to Mar-2006     0.22%           $0.42                                                  reimbursement.
    Months                                $231

NCB Office                               $4.98  Apr-2001   $6.98       --          --     --    See method:        --        --
Office, Suite: 400      22,306        $111,084                                                  NCB Office
   -1996 to Mar-2006     8.77%           $0.42                                                  reimbursement.
    Months                              $9,257

NCB Office                               $4.98  Apr-2001   $6.98       --          --     --    See method:        --        --
Office, Suite: 500      48,002        $239,050                                                  NCB Office
   -1996 to Mar-2006    18.86%           $0.42                                                  reimbursement.
    Months                             $19,921
</TABLE>

                            (continued on next page)

<PAGE>

Software       :ARGUS Ver. 7.0.01                                  Date :3/12/97
File           :App_gav1                                           Time :1:51 pm
Property Type  :Office & Retail                                    Ref# :BHX
Portfolio      :                                                   Page :3
                              Gaviidae Common Ph I
                              Minneapolis, Mn 55402
              PRESENTATION RENT ROLL & CURRENT TERM TENANT SUMMARY
                     As of Mar-1997 for 254,480 Square Feet
                         (continued from previous page)
<TABLE>
<CAPTION>

DESCRIPTION             AREA     BASE RENT      RENT ADJUSTMENTS & CATEGORIES   ABATEMENTS     REIMBURSEMENT      LEASING COSTS

Tenant Name               Floor  Rate & Amount                   CPI & Current  Months  Pcnt   Description of     Imprvmnts Commssns
Type & Suite Number       SqFt   per Year       Changes Changes  Porters' Wage    to    to     Operating Expense  Rate      Rate
Lease Dates & Term   Bldg Share  per Month         on      to    Miscellaneous  Abate   Abate  Reimbursements     Amount    Amount
- ------------------- ----------- -------------  -------- -------  -------------  ------- -----  -----------------  --------- --------
<S>                    <C>       <C>            <C>     <C>      <C>            <C>     <C>    <C>                <C>       <C>
Saks Fifth Avenue                   $1.69          --      --          --         --      --   See method:          --         --
Retail, Suite 1        118,338   $200,000                                                      Saks Reimbursment
Aug-1989 to Jan-2015    46.50%      $0.14                                                      reimbursement.
- -06 Months                        $16,667

11 Office                           $8.00          --      --          --          --     --   See method:         $30.60   $3.06
Retail, Suite: Mo 13     2,001    $16,008                                                      In Line Reimb                4.73%
Mar-1998 to Mar-2006     0.79%      $0.67                                                      reimbursement.     $61,231  $6,123
97 Months                          $1,334

30 Office                           $8.00          --      --          --          --      --  See method:         $30.60   $3.06
Retail, Suite: Mo 13     3,128    $25.024                                                      In Line Reimb                4.73%
Mar-1998 to Mar-2006     1.23%      $0.67                                                      reimbursement.     $95,717  $9,572
97 Months                          $2,085
</TABLE>
<PAGE>

INCOME APPROACH
- --------------------------------------------------------------------------------

PARKING INCOME

Parking income is generated from the rental of 490 parking stalls in the lower
Parking levels. According to the 1997 budget, 217 spaces will be rented on
monthly contracts at $280 per month and five space will be rented at $340 per
month. The balance is dedicated to transient parking. The monthly rate is up $20
over the 1996 rate of $260. It should be noted that both monthly and transient
parking is valet only in Gaviidae II. Transient rates are exhibited below:

                      1996          1997
      ----------------------------------
      0-1/2 Hour        $3.00       0-1 Hour is $4.00
      1/2-1 Hour        $4.00       0-1 Hour is $4.00
      1-2 Hours         $5.00       $5.00
      2-3 Hours         $6.00       $6.00
      3-4 Hours         $7.00       $7.00
      4-5 Hours         $8.00       $8.00
      5-6 Hours         $9.00       $9.00
      6-7 Hours         $10.00      $10.00
      7-8 Hours         $12.00      $12.00
      8-12 Hours        $14.00      8-24 Hours is $15.00
      12-24 Hours       $15.00

The monthly and hourly rates charged at the subject are among the highest in the
Downtown area as can be seen on the following rate analysis:


- --------------------------------------------------------------------------------
                     GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 226
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH
- --------------------------------------------------------------------------------

PARKING INCOME (continued)

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
                                                            1994       1995     1996     95-'96

      NAME          SPACES      RATE STRUCTURE              RATES      RATES    RATES  % CHANGE
- -----------------------------------------------------------------------------------------------

<S>                  <C>        <C>                         <C>       <C>      <C>        <C>
LASALLE PLAZA RAMP   345        NON-RESERVED MONTHLY        $175.00   $200.00  $230.00    15.0%
342-2888                        MONTHLY RESERVED            $250.00   $275.00  $285.00     3.6%
                                FOR 8 HOURS                  $12.00    $11.00   $12.00     9.1%
                                AFTER 4 P.M. ON CONTRACT     $40.00    $50.00   $65.00    30.0%
                                PER DAY AFTER 4 P.M.          $5.00     $5.00    $5.00     0.0%
- -----------------------------------------------------------------------------------------------
CITY CENTER          687        MONTHLY RESERVED            $240.00   $240.00  $250.00     4.2%
372-1234                        RESERVED - TEMPERED         $280.00   $280.00  $290.00     3.6%
                                NON-RESERVED MONTHLY        $200.00   $200.00  $210.00     5.0%
                                1ST HOUR                      $3.00     $3.00    $3.00     0.0%
                                EA. ADD'L HOUR                $1.00     $1.00    $1.00     0.0%
                                M-TH AFTER 4 P.M.             $2.00     $2.00    $2.00     0.0%
                                F-SAT AFTER 4 P.M.            $5.00     $5.00    $5.00     0.0%
- -----------------------------------------------------------------------------------------------
CONSERVATORY RAMP    850+       NON-RESERVED MONTHLY        $139.10   $149.00  $149.00     0.0%
332-6468                        ALL DAY                       $8.50     $9.00    $9.00     0.0%
                                1ST HOUR                      $3.00     $3.00    $3.25     8.3%
                                EA. ADD'L HOUR                $1.00     $1.25      ---
                                SECOND HOUR                                      $1.25
                                EA. ADD'L HOUR                                   $1.00
- -----------------------------------------------------------------------------------------------
DAYTON RADISSON RAMP  800+      0-3 HOURS                     $3.00      $5.25     ---
332-8707                        EA. ADD'L HOUR                $1.25      $1.00     ---
                                MAXIMUM                       $8.50      $9.00    $9.00     0.0%
                                AFTER 4 P.M.                  $2.00      $2.00    $2.50    25.0%
                                1ST HOUR                                          $3.25
                                SECOND HOUR                                       $1.25
                                EACH ADD'L HOUR                                   $1.00
- ------------------------------------------------------------------------------------------------
IDS RAMP              625       NON-RESERVED MONTHLY        $220.00    $225.00   $225.00    0.0%
338-7032                        1ST 1/2 HOUR                  $3.00      $3.00     $3.00    0.0%
                                EACH ADD'L HOUR               $1.00      $1.00     $1.00    0.0%
                                MAXIMUM                      $13.00     $13.00    $15.00   15.4%
                                AFTER 4 PM                     ---       $2.75     $3.50   27.3%
- ------------------------------------------------------------------------------------------------
AVG MONTHLY NON RESERVED                                    $183.53   $193.50    $203.50    5.2%
- ------------------------------------------------------------------------------------------------
</TABLE>

According to the property manager, the Gaviidae I ramp benefits from its strong
location and also from the relatively small size of the Gaviidae II ramp. With
the Dam Plaza office tower nearly 95% occupied, the Gaviidae II ramp (210
stalls) is usually full. Because of strong transient business, the budget
indicates that no additional monthly parkers are anticipated at Gaviidae I.

Overall parking demand is increasing in the Downtown core. Most property owners
experienced an exodus of monthly parkers following the completion of the two new
Third Avenue Distributor (TAD) Ramps located west of the subject. Combined,
these City owned Garages have capacity for over 4,500 vehicles. The City of
Minneapolis is the largest single operator controlling over 20,000 parking
spaces or roughly 38% of all Downtown parking. Through the Municipal Parking
System, the City operates 5,000 parking meters and owns fifteen parking ramps
and nine parking lots. Several of the largest ramps include the Third Avenue
Distributor Ramps (TAD Ramps) on the west edge of the Downtown and the newly
constructed Jerome Haaf Memorial Parking Ramp adjacent to the new Federal Courts
Building which is under constructIon. For the most part, the


- --------------------------------------------------------------------------------
                     GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 227
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

PARKING INCOME (continued)

City owned ramps are located more on the perimeter of Downtown and therefore, do
not compete with the inner-core ramps. As of the appraisal date, there are plans
for only one new parking ramp in Downtown Minneapolis. Reliance Real Estate
plans on demolishing three small buildings located between the Rand Tower and
the Soo Line Building, one block east of Gaviidae II. Plans call for a seven
floor parking garage with capacity for 500 vehicles. Reliance owns the Rand
Tower and it is clear that the ramp would benefit their leasing efforts.
Although a rate structure has not been announced, industry observers believe
monthly rates will be in the $250+ range. This ramp will compete with the
subject Gaviidae garages.

A historic income and expense statement is as follows:

Gaviidae I

Parking Income & Expense History
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
                             1993                1994               1995                 1996             Budget 1997

                          $      $/Stall      $      $/Stall      $      $/Stall      $      $/Stall      $      $/Stall
- --------------------------------------------------------------------------------------------------------------------------

<S>                   <C>         <C>     <C>         <C>     <C>         <C>     <C>         <C>     <C>         <C>
PARKING INCOME        $1,077,387  $2,199  $1,l81,800  $2,412  $1,183,336  $2,415  $1,332,847  $2,720  $1,419,362  $2,897
PARKING EXPENSE         $861,477  $1,758    $993,046  $2,027    $999,891  $2,041  $1,059,273  $2,162  $1,101,597  $2,248
NET OPERATING INCOME    $215,910    $441    $l88,754    $385    $183,445    $374    $273,574    $558    $317,765    $649
</TABLE>

The 1997 budgeted income of $1,419,362 represents a 6.5% increase over actual
1996 income which is in line with average historical growth from 1993 to 1995.
Despite an improved office market, the potential for competition is greater with
the announced Rand Ramp and future office development which will undoubtedly
include a parking component. For this analysis, a figure of $1,425,000 was
relied on. An income growth rate of 2.0% was projected in Year 2 and 3.0% growth
rate thereafter.

Brookfield has hired Imperial Parking, Inc. (Impark) to operate the parking
component. According to the manager, Imperial charges the property owner for the
actual costs involved in operating the ramp. For 1997, these costs are budgeted
at $655,000. This includes salaries, benefits and administrative charges and is
referred to as Impark expenses. These costs are approved by the property
manager. Imperial is paid a management fee equal to 2.5% of effective gross
income. Brookfield charges a second management fee equal to 4.0% times effective
gross income less the Impark management fee. Brookfield is responsible for not
only approving the Impark expenses but for the coordination of all other ramp
related services. The management fee covers these services.

Several other expenses are allocated to the parking ramp that require
discussion. First, as with the office and retail components, insurance costs are
below market. For this projection, a figure of $0.14 per square foot of gross
area (237,687 sf) or $33,277 was relied on. Budgeted costs for major repair,
utilities, fire protection, and supplies total $203,000. Adding the Impark
expenses to this results in total parking expenses of $890,000, as rounded.


- --------------------------------------------------------------------------------
                     GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 228
- --------------------------------------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>
DAIN BOSWORTH PLAZA
COMPARABLE BUILDING SALES
- ---------------------------------------------------------------------------------------
COMP NO.                     1           2             3            4            5     
- ---------------------------------------------------------------------------------------
                                                               
<S>                    <C>           <C>          <C>          <C>          <C>        
NAME:                    FIRST BANK      LASALLE          ITT     ITT LIFE      NORWEST
                              PLACE        PLAZA      FINANCE     BUILDING    FINANCIAL
                                                     BUILDING                    CENTER
                                                               
ADDRESS:                    601 2ND  800 LASALLE          605          505  7900 XERXES
                           AVENUE S       AVENUE    WATERFORD    WATERFORD     AVENUE S
                        MINNEAPOLIS  MINNEAPOLIS     PLYMOUTH     PLYMOUTH  BLOOMINGTON
                                                               
SALE DATE:                   Aug-95       Nov-94       Jun-95       Jun-96       Sep-96
                                                               
NO. OF MONTHS OLD                19           28           21            9            4
                                                               
LAND AREA - SQ. FT.          72,676       99,048      271,380      543,064      731,371
             ACRES             1.67         2.27         6.23        12.47        16.79
                                                               
GROSS BUILDING AREA       1,877,032      845,381      233,398      271,864      457,688
                                                               
NET RENTABLE AREA         1,415,554      588,878      207,243      251,015      434,746
                                                               
BUILDING EFFICIENCY %         75.4%        69.7%          89%          92%          95%
                                                               
LAND/BUILDING RATIO            0.04         0.12         1.16         2.00         1.60
                                                               
% OCCUPIED AT SALE            92.0%        92.0%          94%          94%         100%
                                                               
YEAR BUILT                     1992         1991         1989         1987   1972/93,95
                                                               
STORIES                          53           30           13           13       3 & 24
                                                               
SALE PRICE             $215,000,000  $73,000,000  $23,400,000  $29,800,000  $43,000,000
                                                               
PRICE/SQ. FT. OF RA         $151.88      $123.96      $112.91      $118.72       $98.91
                                                               
BUYER TYPE                  Pension     Investor      Pension      Pension     Investor
                               Fund                      Fund         Fund
                                                               
% ANCHOR SPACE                  65%          70%          89%          36%          50%
                                                               
CAP RATE - Ro                 8.90%        8.90%       12.61%        7.97%        9.00%
- ---------------------------------------------------------------------------------------

<CAPTION>
DAIN BOSWORTH PLAZA
COMPARABLE BUILDING SALES
- ------------------------------------------------------------------------
COMP NO.                     6           7           AVG'S       SUBJECT
- ------------------------------------------------------------------------
                       
<S>                    <C>           <C>            <C>          <C>
NAME:                          701  FIFTH STREET                    DAIN
                          BUILDING        TOWERS                BOSWORTH
                                                                   PLAZA
                       
ADDRESS:                 701 FOURTH  l00 & 150 S.
                           AVENUE S  FIFTH STREET               DOWNTOWN
                        MINNEAPOLIS   MINNEAPOLIS            MINNEAPOLIS
                       
SALE DATE:                   Mar-97        Dec-96                SUBJECT
                       
NO. OF MONTHS OLD                0              2        12
                       
LAND AREA - SQ. FT.         25,601         51,941   224,385      207,468
             ACRES            0.59           1.19      5.72         4.76
                       
GROSS BUILDING AREA        331,337      1,282,120   756,974      683,807
                       
NET RENTABLE AREA          279,608      1,022,292   599,905      592,593
                       
BUILDING EFFICIENCY %          84%            80%       79%          87%
                       
LAND/BUILDING RATIO           0.08           0.04      0.30         0.30
                       
% OCCUPIED AT SALE            100%            90%       71%          94%
                       
YEAR BUILT                    1984      1984/1988                   1992
                       
STORIES                         18          25/36                     40
                       
SALE PRICE             $26,700,000   $140,895,000
                       
PRICE/SQ. FT. OF RA         $95.49        $137.82   $119.96
                       
BUYER TYPE                Investor       Investor
                       
                       
% ANCHOR SPACE                 25%                                   58%
                       
CAP RATE - Ro                5.74%          9.58%      8.96
- ------------------------------------------------------------------------
</TABLE>

<PAGE>


SALES COMPARISON APPROACH (continued)
- --------------------------------------------------------------------------------

SUMMARY- OFFICE BUILDING SALES

The Sales Comparison Approach typically contains an adjustment analysis whereby
the comparable sales are adjusted for characteristic differences with the
subject. This approach is most applicable to properties which are fairly
similar, such as vacant land or houses. Adjustments can often be abstracted
through a paired sales analysis as there are often many sales to rely on. For
office properties, like the subject, the market is much smaller. The ability to
adjust for differences between the comparable and the subject is often
undermined by the sheer number of differences between the properties. Age,
location, size, vacancy, tenant mix, credit risk, turnover, and the strength of
the market are just a few of the characteristics that differ from property to
property. Lease lengths also have a major impact on value. As such, a formal
adjustment process was not undertaken. Rather, a probable range in value was
developed.

All of the sales were considered to be cash equivalent. The sales occurred
between November of 1994 and December of 1996. One of the properties is
scheduled to close by March of 1997. Four of the properties are located in
Downtown Minneap9lis. Sale Comparable Nos. 1 and 2, First Bank Place and LaSalle
Plaza, are newer Class A trophy properties. Sale Comparable No. 7 is also a
Class A development, but is slightly older. Comparable No. 6 is a Class B
building located on the east end of the Downtown. The remaining three sales are
located in the southwest and western suburbs. All of the properties were
purchased by institutional buyers.

Prices per square foot ranged widely based on building classification and
location.

                          Downtown                             Suburban
Property              Class A   Class B     Property     Class A     Class B
- --------------------------------------------------------------------------------
First Bank Place      $151.88               ITT Finance  $112.91
701 Building                    $95.49      ITT Life     $118.72
LaSalle Plaza         $123.96               NFC                      $98.91
Fifth Street Towers   $137.82
- --------------------------------------------------------------------------------
Average               $137.88   $95.49                   $115.82     $98.91
Average Ro            9.1%      NA                       10.3%         9.0%

The Dain Plaza office building would most likely fit into the upper end of the
Downtown Class A property value range for several reasons. First, the subject
was completed in 1991 and is one of the newest office developments in Downtown
Minneapolis. As such, it compares well with the age, quality and location of
First Bank Place and LaSalle Plaza. Second, Inter-Regional Financial (Dain
Bosworth), occupies over 200,000 square feet, or 35% of rentable area as their
headquarter offices through December of 2006. Several other credit tenants
occupy another 150,000 square feet of office area. Third, the Downtown office
market, and in particular, the Class A market is in a period of strong recovery.
According to Towle Real Estate, which conducts annual surveys of the office
market, overall vacancy, as of the Second Quarter of 1996 was 9.4%, its lowest
point since Towle began tracking the office market in 1983. For the same period,
Class A vacancy was 3.9%, down from 4.5% one year earlier. Fourth, the subject
and the most recent sale comparables are, for the most part, commanding net
rents in the same general range. Based on these factors, a range in market value
of from $140 to $150 per square foot of rentable area is considered


- --------------------------------------------------------------------------------
                     GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 116
- --------------------------------------------------------------------------------
<PAGE>

SALES COMPARISON APPROACH (continued)
- --------------------------------------------------------------------------------
reasonable for the subject property. Applying this to the subject's rentable
area results in a value range of from $83,000,000 to $89,000,000, as rounded.
For this exercise, a figure of $85,000,000 was relied on.


- --------------------------------------------------------------------------------
                     GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 117
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH
- --------------------------------------------------------------------------------

The Income Approach to value is most applicable to types of real estate that are
owned for investment purposes. The Principle of Anticipation is fundamental to
this approach. According to The Appraisal of Real Estate, 10th Edition, on page
33, ..."Anticipation is the perception that value is created by the expectation
of benefits to be derived in the future." The Income Approach to value consists
of analyzing a property's ability to generate income and to convert such income
into an indication of present value. The market value of a particular property
can usually be derived from the quantity, quality, and durability of the income
stream the property produces.

The following steps have been employed to arrive at a market value indication by
the Income Approach:

      1)    Potential Gross Income has been estimated based on current market
            rentals being charged and/or offered in the marketplace on
            properties comparable to the subject. Potential Gross Income is most
            often comprised of rent and reimbursable operating expenses.

      2)    A deduction for vacancy is applied to the Potential Gross Income
            estimate to arrive at an Effective Gross Income figure.

      3)    Next, expenses for the operation of the property including fixed
            expenses such as taxes and insurance and variable expenses such as
            utilities, management, and replacement reserves are estimated,
            totaled and then deducted from Effective Gross Income to arrive at a
            Net Operating Income Estimate.

      4)    An appropriate capitalization rate, based on market data, is then
            applied to the Net Operating Income resulting in an indication of
            value.

For this analysis, a discounted cash flow or yield capitalization technique was
relied on. This technique involves forecasting income flows and expenses for the
property based on the specific rental of each tenancy. Most buyers and sellers
rely on a discounted cash flow technique which involves projecting income,
vacancy, expenses, and turnover costs such as leasing and tenant improvements
over their anticipated holding period. The annual cash flows and projected
future reversion of the property at the end of the holding period are then
discounted to a present value by applying the buyers anticipated of desired
yield rate. This technique is most common in the purchase of multi-tenant
properties with many leases or tenant spaces. The technique is also common when
valuing properties which have stepped leased rates. These properties commonly
have irregular cash flow patterns resulting from tenant turnover or absorption
activity. Given the number of tenants at the subject property, the various
components of the mixed use development, and the on-going turnover and
absorption of vacant space, this method was considered the most appropriate.


- --------------------------------------------------------------------------------
                     GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 118
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

INTRODUCTION

For this analysis, the office and retail components have been valued separately.
This was necessary given the existing expense allocations and expense recovery
formulas.

Expense Allocations

Although the majority of reimbursable expenses are specific to the office or
retail components and recovered directly, there are several common expenses that
are shared differently. These reimbursable operating expenses have been, and
continue to be, allocated to the various components based on several formulas. A
brief discussion of each common expense is as follows:

General Common Area Costs: This category includes those maintenance related
charges for the retail common area including security, cleaning, elevator and
escalator R&M, insurance and a portion of the project's employee wages. The
office tower is allocated 20% of general common area maintenance with the retail
component picking up the remainder. Retail operating expenses included 80% of
the general CAM costs, 100% of the direct retail operating costs (less anchor
contribution) and 30% of the loading dock costs. For the most part, real estate
taxes and assessments are allocated on a pro-rata share basis.

Loading Dock: The office tower is allocated 70% of all loading dock costs. The
in-line retail component is allocated the remaining 30%. Neiman Marcus has their
own loading dock and is therefore not charged for this expense.

It is management's position that the parking ramp benefits the entire
development and therefore no operating costs are allocated to this component.
Given the fact that the various income components are allocated expenses, it is
very difficult to compare overall costs with other retail centers, parking ramps
and office buildings. For this reason, historical and budgeted expense activity
was generally relied on.

OFFICE TOWER

Income is generated from the rental of 592,593 square feet of office space and
the operation of a 210 stall (valet only) parking ramp. As noted below, four
anchor tenants occupy over 58% of the subject's rentable area.

DAIN BOSWORTH PLAZA
- --------------------------------------------------------------------------------
                                                      Expiration       Term
Major Tenants                 Area-sf      % of RA        Date     Remaining-Yrs
- --------------------------------------------------------------------------------
Inter-Regional Financial      207,262       35.0%     12/01/06          9.75
Decision Systems,Inc.          38,518        6.5%     12/15/00          3.79
Martin Williams                57,653        9.7%     11/30/04          7.75
Marquette Bancshares           43,064        7.3%     05/06/02          5.18
- --------------------------------------------------------------------------------
Total Anchor Tenants          346,497       58.4%
Other non-anchor tenants      208,753       35.2%
Vacant Area                    37,703        6.4%
- --------------------------------------------------------------------------------
Total Rentable                592,953      100.0%
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
                     GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 119
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

OFFICE TOWER (continued)

Inter-Regional Financial (Dain Bosworth), exclusively occupies floors 10-19 and
portions of floors 9 and 20. There is no 13th floor. Decision Systems occupies
the floors 22-23. Martin Williams exclusively occupies floors 26-29. Marquette
Bancshares exclusively occupies floors 38-40 and portions of floor 37. In
addition to these large tenants, there are 27 smaller tenants in the project.

For the most part leases are written on a net basis with the tenant paying their
pro-rata share of operating expenses and real estate taxes. A tenant register
and stacking plan are located on the following pages. Major tenant lease
summaries are included in the Addenda of this report.


- --------------------------------------------------------------------------------
                     GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 120
- --------------------------------------------------------------------------------
<PAGE>

Software       :ARGUS Ver. 7.0.01                                  Date :3/12/97
File           :App_offcomp                                        Time :1:32 pm
Property Type  :Office & Retail                                    Ref# :AEF
Portfolio      :                                                   Page :1
                                DAIN PLAZA OFFICE
                              60 South Sixth Street
                                 Minneapolis, MN
              PRESENTATION RENT ROLL & CURRENT TERM TENANT SUMMARY
                     As of Mar-1997 for 592,953 Square Feet

<TABLE>
<CAPTION>
DESCRIPTION             AREA     BASE RENT      RENT ADJUSTMENTS & CATEGORIES   ABATEMENTS     REIMBURSEMENT      LEASING COSTS

Tenant Name              Floor   Rate & Amount                   CPI & Current  Months  Pcnt   Description of     Imprvmnts Commssns
Type & Suite Number       SqFt   per Year       Changes Changes  Porters' Wage    to    to     Operating Expense  Rate      Rate
Lease Dates & Term   Bldg Share  per Month         on      to    Miscellaneous  Abate   Abate  Reimbursements     Amount    Amount
- ------------------- ----------- -------------  -------- -------  -------------  ------- -----  -----------------  --------- --------
<S>                      <C>         <C>      <C>       <C>      <C>            <C>     <C>    <C>                <C>       <C>

ADMIN RESOURCE OPT                     $3.15  Dec-1996   $4.85           --        --     --   See method:            --       --
Office, Suite: 710       2,474        $7,793  Dec-1997   $6.90                                 Typical Recover
Nov-1995 to Nov-1998     0.42%         $0.26                                                   reimbursement.
37 Months                               $649

IMPARK                                 $3.00     --        --            --        --     --   See method:            --       --
Office, Suite: 715       3,048        $9,144                                                   Typical Recover
Sep-1992 to Jan-1998     0.51%         $0.25                                                   reimbursement.
65 Months                               $762

IFG                                   $16.75  Dec-2001  $19.75                     --     --   See method:            --       --
Office, Suite: 730      13,737      $230,095                                                   Dain Recovery
Dec-1996 to Dec-2006     2.32%         $1.40                                                   reimbursement.
121 Months                           $19,175                     Dain Mgmt Fee

IFG                                    $7.50  Jan-2000  $12.00                     --     --   See method:            --       --
Office, Suite: 800      19,259      $144,443  Jan-2003  $14.00                                 Dain Recovery
Jan-1995 to Dec-2006     3.25%         $0.63                                                   reimbursement.
144 Months                           $12,037                     Dain Mgmt Fee

RADIO 100                             $10.35  Jan-2002  $13.79           --        --     --   See method:            --       --
Office, Suite: 910       2,318       $23,991                                                   Typical Recover
Jan-1996 to Sep-2003     0.39%         $0.86                                                   reimbursement.
93 Months                             $1,999

RADIO 100                              $5.79  Oct-1995   $7.79           --        --     --   See method:            --       --
Office, Suite: 930      11,647       $67.436  Oct-1997   $9.79                                 Typical Recover
Jan-1994 to Sep-2003     1.96%         $0.48  Oct-1999  $11.79                                 reimbursement.
117 Months                            $5,620

IFG                                    $2.50     --        --                      --     --   See method:            --       --
Office, Suite: 950       4,731       $11,828                                                   Dain Recovery
Sep-1994 to Aug-1997     0.80%         $0.21                                                   reimbursement.
36 Months                               $986                     Dain Mgmt Fee

IFG                                    $6.75  Oct-1999  $10.50                     --     --   See method:            --       --
Office, Suite: 1000     19,259      $129,998                                                   Dain Recovery
Feb-1994 to Dec-2006     3.25%         $0.56                                                   reimbursement.
155 Months                           $10.833                     Dain Mgmt Fee

IFG                                   $16.00  Dec-1996  $18.00                     --     --   See method:            --       --
Office, Suite: 1100    154,072    $2,465,152  Dec-2001  $22.00                                 Dain Recovery
Dec-1991 to Dec-2006    25.98%         $1.33                                                   reimbursement.
181 Months                          $205,429                     Dain Mgmt Fee

FIRSTAFF                               $4.85     --        --            --        --     --   See method:            --       --
Office, Suite: 2020      3,387       $16,427                                                   Typical Recover
Jan-1994 to Dec-2000     0.57%         $0.40                                                   reimbursement.
84 Months                             $1,369

FIRSTAFF                              $10.60     --        --            --        --     --   See method:            --       --
Office, Suite: 2021        963       $10,208                                                   Typical Recover
Feb-1995 to Dec-2000     0.16%         $0.88                                                   reimbursement.
71 Months                               $851

IFG                                    $6.75  Oct-1999  $10.50                     --     --   See method:            --       --
Office, Suite: 2050      5,000       $33,750                                                   Dain Recovery
Feb-1994 to Dec-2006     0.84%         $0.56                                                   reimbursement.
155 Months                            $2,813                     Dain Mgmt Fee

IFG                                    $6.75  Jun-1999  $10.50                     --     --   See method:            --       --
Office, Suite: 2055      9,672       $65,286                                                   Dain Recovery
Feb-1994 to Dec-2006     1.63%         $0.56                                                   reimbursement.
155 Months                            $5,441                     Dain Mgmt Fee
</TABLE>


<PAGE>

Software       :ARGUS Ver. 7.0.01                                  Date :3/12/97
File           :App_offcomp                                        Time :1:32 pm
Property Type  :Office & Retail                                    Ref# :AEF
Portfolio      :                                                   Page :2
                                DAIN PLAZA OFFICE
                              60 South Sixth Street
                                 Minneapolis, MN
              PRESENTATION RENT ROLL & CURRENT TERM TENANT SUMMARY
                     As of Mar-1997 for 592,953 Square Feet
                         (continued from previous page)

<TABLE>
<CAPTION>
DESCRIPTION             AREA     BASE RENT      RENT ADJUSTMENTS & CATEGORIES   ABATEMENTS     REIMBURSEMENT      LEASING COSTS

Tenant Name              Floor   Rate & Amount                   CPI & Current  Months  Pcnt   Description of     Imprvmnts Commssns
Type & Suite Number       SqFt   per Year       Changes Changes  Porters' Wage    to    to     Operating Expense  Rate      Rate
Lease Dates & Term   Bldg Share  per Month         on      to    Miscellaneous  Abate   Abate  Reimbursements     Amount    Amount
- ------------------- ----------- -------------  -------- -------  -------------  ------- -----  -----------------  --------- --------
<S>                      <C>         <C>      <C>        <C>     <C>            <C>            <C>                <C>       <C>

KORRIDOR CAPITAL                       $6.16     --        --            --        --     --   See method:            --       --
Office, Suite: 2110       1,610       $9,918                                                   Typical Recover
Nov-1991 to Oct-1997      0.27%        $0.51                                                   reimbursement.
72 Months                               $826

JAMES SELMER                           $5.15  Mar-1996   $5.65                                 See method:            --       --
Office, Suite: 2120       2,540      $13,081  Mar-1997   $6.40                                 Typical Recover
Mar-1993 to Sep-1998      0.43%        $0.43  Mar-1998   $6.35                                 reimbursement.
67 Months                             $1,090

INFORMATION RES.                       $4.19     --        --            --        --     --   See method:            --       --
Office. Suite: 2140       4,329      $18,139                                                   Typical Recover
Feb-1994 to Dec-1998      0.73%        $0.35                                                   reimbursement.
59 Months                             $1,512

DAHLEN, BERG & CO.                     $5.50     --        --            --        --     --   See method:            --       --
Office, Suite: 2150       4,973      $27,352                                                   Typical Recover
Jun-1992 to Apr-1998      0.84%        $0.46                                                   reimbursement.
71 Months                             $2,279

Dahlen Storage                        $10.00     --        --            --        --     --   Full Service:          --       --
Office, Suite: 2190         342       $3,420                                                   Pays no expense
Jul-1994 to Apr-1998      0.06%        $0.83                                                   reimbursement.
46 Months                               $285

Martin Williams Storage               $10.00     --        --            --        --     --   Full Service:          --       --
Office, Suite: 2195         967       $9,670                                                   Pays no expense
Nov-1993 to Nov-2004      0.16%        $0.83                                                   reimbursement.
133 Months                               806

DECISION SYSTEMS                       $2.00     --        --            --        --     --   See method:            --       --
Office, Suite: 2200       6,394      $12,768                                                   Typical Recover
Oct-1993 to Dec-20OO      1.08%        $0.17                                                   reimbursement.
87 Months                             $1,064

DECISION SYSTEMS                       $0.00  Dec-1996   $2.50           --        --     --   See method:            --       --
Office, Suite: 2200      32,134           $0  Dec-1997   $3.50                                 Typical Recover
Dec-1992 to Dec-2000      5.42%        $0.00  Dec-1998   $4.00                                 reimbursement.
97 Months                                 $0  Dec-1999   $4.25

AMER INTL COMP.                        $5.00  Sep-1994   $7.00           --        --     --   See method:            --       --
Office, Suite: 2410       3,348      $16,740  Sep-1995   $7.50                                 Typical Recover
Oct-1992 to May-1998      0.56%        $0.42                                                   reimbursement.
68 Months                             $1,395

PATRICK REILLY                         $4.50     --        --            --        --     --   See method:            --       --
Office, Suite: 2420       5,778      $26,001                                                   Typical Recover
Feb-1993 to Jan-1999      0.97%        $0.38                                                   reimbursement.
72 Months                             $2,167

BERNARD JACOBS                         $2.40  Oct-1994   $3.40           --        --     --   See method:            --       --
Office, Suite: 2445         720       $1,728  Oct-1995   $4.40                                 Typical Recover
Oct-1992 to Sep-1998      0.12%        $0.20  Oct-1996   $5.40                                 reimbursement.
72 Months                               $144  Oct-1997   $6.40

JOHN BLAIR                             $9.00     --        --            --        --     --   See method:            --       --
Office, Suite: 2450       3,442      $30,978                                                   Typical Recover
Dec-1992 to Jan-1999      0.58%        $0.75                                                   reimbursement.
74 Months                             $2,582

WHITECLIFF                             $4.35     --        --            --        --     --   See method:            --       --
Office Suite: 2510        4,658      $20,262                                                   Typical Recover
Apr-1994 to Mar-2000      0.79%        $0.36                                                   reimbursement.
72 Months                             $1,689
</TABLE>


<PAGE>

Software       :ARGUS Ver. 7.0.01                                  Date :3/12/97
File           :App_offcomp                                        Time :1:32 pm
Property Type  :Office & Retail                                    Ref# :AEF
Portfolio      :                                                   Page :3
                                DAIN PLAZA OFFICE
                              60 South Sixth Street
                                 Minneapolis, MN
              PRESENTATION RENT ROLL & CURRENT TERM TENANT SUMMARY
                     As of Mar-1997 for 592,953 Square Feet
                         (continued from previous page)

<TABLE>
<CAPTION>
DESCRIPTION             AREA     BASE RENT      RENT ADJUSTMENTS & CATEGORIES   ABATEMENTS     REIMBURSEMENT      LEASING COSTS

Tenant Name              Floor   Rate & Amount                   CPI & Current  Months  Pcnt   Description of     Imprvmnts Commssns
Type & Suite Number       SqFt   per Year       Changes Changes  Porters' Wage    to    to     Operating Expense  Rate      Rate
Lease Dates & Term   Bldg Share  per Month         on      to    Miscellaneous  Abate   Abate  Reimbursements     Amount    Amount
- ------------------- ----------- -------------  -------- -------  -------------  ------- -----  -----------------  --------- --------
<S>                       <C>       <C>       <C>       <C>      <C>            <C>     <C>    <C>                <C>       <C>

MITCHELL HUTCHINS                      $9.00  Feb-1995  $10.00           --        --     --   See method:            --       --
Office, Suite: 2530       7,542      $67,878  Feb-1998  $11.00                                 Typical Recover
Sep-1994 to Jan-2003      1.27%        $0.75                                                   reimbursement.
101 Months                            $5,657

ATI                                    $7.00     --        --            --        --     --   See method:            --       --
Office, Suits: 2550       2,844      $19,908                                                   Typical Recover
Mar-1994 to Feb-1999      0.48%        $0.58                                                   reimbursement.
60 Months                             $1,659

MARTIN WILLIAMS                        $8.90  Jul-1997  $10.00                     --     --   See method:            --       --
Office, Suite: 2600      66,042     $587,774  Jul-2000  $12.00                                 Mod Rec - Mgmt
Nov-1993 to Nov-2004     11.14%        $0.74  Jul-2002  $13.00                                 reimbursement.
133 Months                           $48,981                     Martin mgmt fee

MARTIN WILLIAMS                        $4.00  Jan-1999   $9.50                     --     --   See method:            --       --
Office, Suite: 2900       6,139      $24,556  Jan-2002  $11.50                                 Mod Rec - Mgmt
Jan-1994 to Nov-2004      1.04%        $0.33                                                   reimbursement.
131 Months                            $2,046                     Martin mgmt fee

MARTIN WILLIAMS                       $14.75  Feb-2000  $16.25                     --     --   See method:            --       --
Office, Suite: 2950       4,688      $69,148                                                   Mod Rec - Mgmt
Feb-1996 to Nov-2004      0.79%        $1.23                                                   reimbursement.
106 Months                            $5,762                     Martin mgmt fee

WINTHROP                              $11.47     --        --            --        --     --   See method:            --       --
Office. Suite: 3000      17,989     $206,334                                                   Typical Recover
Oct-1993 to Jul-2003      3.03%        $0.96                                                   reimbursement.
118 Months                           $17,194


WINTHROP                              $14.75  Feb-2000  $16.25           --        --     --   See method:            --       --
Office, Suite: 3100       4,970      $73,308                                                   Typical Recover
Feb-1996 to Jul-2003      0.84%        $1.23                                                   reimbursement.
90 Months                             $6,109

INTEREP                                $9.75     --        --            --        --     --   See method:            --       --
Office, Suite: 3110       1,384      $13,494                                                   Typical Recover
Aug-1995 to Aug-2001      0.23%        $0.81                                                   reimbursement.
73 Months                             $1,125

DR JOEL BROWN                         $15.60     --        --            --        --     --   See method:            --       --
Office, Suite: 3115         534       $8,330                                                   Typical Recover
Dec-1994 to Jul-2000      0.09%        $1.30                                                   reimbursement.
68 Months                               $694

NORWEST                                $6.70     --        --            --        --     --   See method:            --       --
Office, Suite: 3120       6,179      $41,399                                                   Typical Recover
Nov-1993 to Nov-1998      1.04%        $0.56                                                   reimbursement.
61 Months                             $3,450

STORAGE TEK                            $8.50     --        --            --        --     --   See method:            --       --
Office, Suits: 3210       5,539      $47,082                                                   Typical Recover
Jun-1994 to Jun-1999      0.93%        $0.71                                                   reimbursement.
61 Months                             $3,923

SAS INSTITUTE                          $7.91     --        --            --        --     --   See method:            --       --
Office, Suite: 3250       6,650      $52,602                                                   Typical Recover
Dec-1994 to Dec-2000      1.12%        $0.66                                                   reimbursement.
73 Months                             $4,383

FISH & RICHARDSON                     $15.75  Aug-1999  $16.75           --        --     --   See method:            --       --
Office, Suite: 3300      16,114     $253,796  Aug-2000  $17.75                                 Typical Recover
Aug-1995 to Jul-2002      2.72%        $1.31  Aug-2001  $18.75                                 reimbursement.
84 Months                            $21,150
</TABLE>
<PAGE>

Software       :ARGUS Ver. 7.0.01                                  Date :3/12/97
File           :App_offcomp                                        Time :1:32 pm
Property Type  :Office & Retail                                    Ref# :AEF
Portfolio      :                                                   Page :4
                                DAIN PLAZA OFFICE
                              60 South Sixth Street
                                 Minneapolis, MN

              PRESENTATION RENT ROLL & CURRENT TERM TENANT SUMMARY
                     As of Mar-1997 for 592,953 Square Feet
                         (continued from previous page)

<TABLE>
<CAPTION>
DESCRIPTION             AREA     BASE RENT      RENT ADJUSTMENTS & CATEGORIES   ABATEMENTS     REIMBURSEMENT      LEASING COSTS

Tenant Name              Floor   Rate & Amount                   CPI & Current  Months  Pcnt   Description of     Imprvmnts Commssns
Type & Suite Number       SqFt   per Year       Changes Changes  Porters' Wage    to    to     Operating Expense  Rate      Rate
Lease Dates & Term   Bldg Share  per Month         on      to    Miscellaneous  Abate   Abate  Reimbursements     Amount    Amount
- ------------------- ----------- -------------  -------- -------  -------------  ------- -----  -----------------  --------- --------
<S>                       <C>        <C>      <C>       <C>      <C>            <C>     <C>    <C>                <C>       <C>

REDEN & ANDERS                         $8.85     --        --            --        --     --   See method:            --       --
Office, Suite: 3430      10,585      $93,677                                                   Typical Recover
Feb-1995 to Apr-2001      1.79%        $0.74                                                   reimbursement.
75 Months                             $7,806

REDEN & ANDERS                        $16.00     --        --            --        --     --   See method:            --       --
Office, Suds: 3440        2,367      $37,872                                                   Typical Recover
Jun-1996 to Apr-2001      0.40%        $1.33                                                   reimbursement.
59 Months                             $3,156

CORAL GROUP                            $7.37  May-1997  $10.07           --        --     --   See method:            --       --
Office, Suite: 3510       4,353      $32,082                                                   Typical Recover
May-1994 to Apr-2004      0.73%        $0.61                                                   reimbursement.
120 Months                            $2,673

SAP AMERICA                            $8.50     --        --            --        --     --   See method:            --       --
Office, Suite: 3530       7,444      $63,274                                                   Typical Recover
Nov-1994 to Apr-2000      1.26%        $0.71                                                   reimbursement.
66 Months                             $5,273

SAP AMERICA                            $1.38     --        --            --        --     --   See method:            --       --
Office, Suite: 3540       2,521       $3,479                                                   Typical Recover
Jan-1995 to Apr-2000      0.43%        $0.12                                                   reimbursement.
64 Months                               $290
                                 @ 9% of Mkt

EXECUTIVE SPEAKING                     $6.75  Jul-1998   $9.00           --        --     --   See method:            --       --
Office, Suite: 3610       2,087      $14,087  Jul-2001  $11.75                                 Typical Recover
Jul-1994 to Jun-2004      0.35%        $0.56                                                   reimbursement.
120 Months                            $1,174

Wilshire Assoc                        $16.00     --        --            --        --     --   See method:            --       --
Office, Suite: 3620       2,533      $40,528                                                   Typical Recover
Jun-1996 to Mar-2001      0.43%        $1.33                                                   reimbursement.
58 Months                             $3,377

GOLDSTEIN                              $5.72  Aug-1996   $6.22           --        --     --   See method:            --       --
Office, Suite: 3650       4,124      $23,589  Aug-1998  $10.26                                 Typical Recover
Aug-1993 to Jul-2003      0.70%        $0.48                                                   reimbursement.
120 Months                            $1,966

MARQUETTE BANK                         $3.00     --        --            --        --     --   See method:            --       --
Office, Suite: 3700       1,033       $3,099                                                   Marquette Bank
Oct-1994 to Apr-2002      0.17%        $0.25                                                   reimbursement.
91 Months                               $258

MARQ, BANCSHARES                       $0.00     --        --            --        --     --   See method:            --       --
Office, Suite: 3700      42,031           $0                                                   Marquette Bank
May-1992 to Apr-2002      7.09%        $0.00                                                   reimbursement.
120 Months                                $0

ONYX COMPANIES                        $15.00     --        --            --        --     --   See method:            --       --
Office, Suite: 3740       1,028      $15,420                                                   Typical Recover
Sep-1996 to May-2000      0.17%        $1.25                                                   reimbursement.
45 Months                             $1,285

WOODLAND                              $15.00     --        --            --        --     --   See method:            --       --
Office, Suite: 3750       1,864      $27,960                                                   Typical Recover
May-1996 to May-2000      0.31%        $1.25                                                   reimbursement.
49 Months                             $2,330

MARQ. CAPITAL                          $2.94     --        --            --        --     --   See method:            --       --
Office, Suite: 4000       6,209      $18,254                                                   Typical Recover
Jun-1993 to May-2002      1.05%        $0.25                                                   reimbursement.
108 Months                            $1,521
</TABLE>
<PAGE>

Software       :ARGUS Ver. 7.0.01                                  Date :3/12/97
File           :App_offcomp                                        Time :1:32 pm
Property Type  :Office & Retail                                    Ref# :AEF
Portfolio      :                                                   Page :5
                                DAIN PLAZA OFFICE
                              60 South Sixth Street
                                 Minneapolis, MN
              PRESENTATION RENT ROLL & CURRENT TERM TENANT SUMMARY
                     As of Mar-1997 for 592,953 Square Feet

<TABLE>
<CAPTION>
DESCRIPTION             AREA       BASE RENT      RENT ADJUSTMENTS & CATEGORIES  ABATEMENTS     REIMBURSEMENT     LEASING COSTS

Tenant Name              Floor     Rate & Amount                   CPI & Current Months  Pcnt   Description of    Imprvmnts Commssns
Type & Suite Number       SqFt     per Year       Changes Changes  Porters' Wage   to    to     Operating Expense Rate      Rate
Lease Dates & Term   Bldg Share    per Month         on      to    Miscellaneous Abate   Abate  Reimbursements    Amount    Amount
- ------------------- -----------   -------------  -------- -------  ------------- ------- -----  ----------------- --------- --------
<S>                       <C>    <C>            <C>       <C>      <C>           <C>     <C>    <C>                <C>      <C>

To be leased - 37th flo                 $15.00  Sep-1998  $15.25          --        --     --   See method:          $30.00    $3.00
Office, Suite: Mo 7       4,772        $71,580  Sep-1999  $15.50                                Typical Recover                3.23%
Sep-1997 to Aug-2003      0.80%          $1.25  Sep-2000  $15.00                                reimbursement.     $143,160  $14,316
72 Months                               $5,965  Sep-2001  $16.00
                                 @ 100% of Mkt  Sep-2002  $16.25

To be leased - 36th flo                 $15.00  Sep-1998  $15.25          --        --     --   See method:          $30.00    $3.00
Office, Suite: Yr 1       6,044        $90,660  Sep-1999  $15.50                                Typical Recover                3.23%
Sep-1997 to Aug-2003      1.02%          $1.25  Sep-2000  $15.00                                reimbursement.     $181,320  $18,132
72 Months                               $7,555  Sep-2001  $16.00
                                 @ 100% of Mkt  Sep-2002  $16.25

To be leased - 34th flo                 $16.00  Sep-2000  $16.25          --        --     --   See method:          $32.14    $3.21
Office. Suite: Yr 3       1,836        $29,376  Sep-2001  $16.50                                Typical Recover                3.25%
Sep-1999 to Aug-2005      0.31%          $1.33  Sep-2002  $16.00                                reimbursement.      $59,003   $5,900
72 Months                               $2.448  Sep-2003  $17.00
                                 @ 100% of Mkt  Sep-2004  $17.25

To be leased - 32nd flo                 $16.00  Sep-1999  $16.25          --        --     --   See method:          $31.05    $3.10
Office, Suite: Yr 2       3,925        $62,800  Sep-2000  $16.50                                Typical Recover                3.14%
Sep-1998 to Aug-2004      0.66%          $1.33  Sep-2001  $16.00                                reimbursement.     $121,871  $12,187
72 Months                               $5,233  Sep-2002  $17.00
                                 @ 100% of Mkt  Sep-2003  $17.25

To be leased - 31st flo                 $16.00  Sep-1999  $16.25          --        --     --   See method:          $31.05    $3.11
Office, Suite: Yr 2       4,922        $78,752  Sep-2000  $16.50                                Typical Recover                3.14%
Sep-1998 to Aug-2004      0.83%          $1.33  Sep-2001  $16.00                                reimbursement.     $152,828  $15,283
72 Months                               $6,563  Sep-2002  $17.00
                                 @ 100% of Mkt  Sep-2003  $17.25

To be leased - 25th flo                 $16.00  Sep-2000  $16.25          --        --     --   See method:          $32.14    $3.21
Office, Suite: Yr 3       4,172        $66,752  Sep-2001  $16.50                                Typical Recover                3.25%
Sep-1999 to Aug-2005      0.70%          $1.33  Sep-2002  $16.00                                reimbursement.     $134,075  $13,407
72 Months                               $5,563  Sep-2003  $17.00
                                 @ 100% of Mkt  Sep-2004  $17.25

To be leased - 24th flo                 $16.00  Sep-2000  $16.25          --        --     --   See method:          $32.14    $3.21
Office. Suite: Yr 3       5,928        $94,848  Sep-2001  $16.50                                Typical Recover                3.25%
Sep-1999 to Aug-2005      1.00%          $1.33  Sep-2002  $16.00                                reimbursement.     $190,507  $19.051
72 Months                               $7,904  Sep-2003  $17.00
                                 @ 100% of Mkt  Sep-2004  $17.25

To be leased - 21st flo                 $17.00  Sep-2001  $17.25          --        --     --   See method:          $33.26    $3.33
Office, Suite: Yr 4       3,535        $60,095  Sep-2002  $17.50                                Typical Recover                3.17%
Sep-2000 to Aug-2006      0.60%          $1.42  Sep-2003  $17.00                                reimbursement.     $117,580  $11,758
72 Months                               $5,008  Sep-2004  $18.00
                                 @ 100% of Mkt  Sep-2005  $18.25

To be leased 20th floor                 $16.00  Sep-1999  $16.25          --        --     --   See method:          $31.05    $3.11
Office, Suite: Yr 2       1,200        $19,200  Sep-2000  $16.50                                Typical Recover                3.14%
Sep-1998 to Aug-2004      0.20%          $1.33  Sep-2001  $16.00                                reimbursement.      $37,260   $3,726
72 Months                               $1,600  Sep-2002  $17.00
                                 @ 100% of Mkt  Sep-2003  $17.25

To be leased - 9th flo                  $16.00  Sep-1999  $16.25          --        --     --   See method:          $31.05    $3.10
Office, Suite: Yr 2         563         $9,008  Sep-2000  $16.50                                Typical Recover                3.14%
Sep-1998 to Aug-2004      0.09%          $1.33  Sep-2001  $16.00                                reimbursement.      $17,481   $1,748
72 Months                                 $751  Sep-2002  $17.00
                                 @ 100% of Mkt  Sep-2003  $17.25

To be leased - 35th flo                 $16.00  Sep-1999  $16.25          --        --     --   See method:          $31.05    $3.10
Office, Suite: Yr 2         471         $7,536  Sep-2000  $16.50                                Typical Recover                3.14%
Sep-1998 to Aug-2004      0.08%          $1.33  Sep-2001  $16.00                                reimbursement.      $14,625   $1,462
72 Months                                 $628  Sep-2002  $17.00
                                 @ 100% of Mkt  Sep-2003  $17.25
</TABLE>
<PAGE>

                               DAIN BOSWORTH PLAZA
                                  STACKING PLAN
                               TENANTS AND OPTIONS

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                                           LEASE                                         LEASE       EXPANSION
FLOOR   TENANT                             TERM              LEASED      VACANT       COMMENCEMENT     RIGHTS
- ----------------------------------------------------------------------------------------------------------------
<S>     <C>                          <C>                     <C>          <C>           <C>             <C>
40      MARQUETTE BANK                   10 Years            13,681           0         05/07/92
- ----------------------------------------------------------------------------------------------------------------
39      MARQUETTE BANK                   10 Years            13,681           0         05/07/92
- ----------------------------------------------------------------------------------------------------------------
38      MARQUETTE BANK                   10 Years            14,788           0         05/07/92
- ----------------------------------------------------------------------------------------------------------------
37      WOODLAND PARTNERS                 4 Years             1,864                     05/01/96
- ----------------------------------------------------------------------------------------------------------------
        MARQUETTE BANK                    9 Years             7,123                     05/07/92          *
- ----------------------------------------------------------------------------------------------------------------
        ONYX COMPANIES               3 Years 9 Months         1,029       4,772
- ----------------------------------------------------------------------------------------------------------------
36      GOLDSTEIN                        10 Years             4,124                     08/01/93          *
- ----------------------------------------------------------------------------------------------------------------
        EXECUTIVE SPEAKING               10 Years             2,087                     07/01/94
- ----------------------------------------------------------------------------------------------------------------
        WILSHIRE ASSOCIATES             4 yr 10 mos           2,533       6,044         06/01/96
- ----------------------------------------------------------------------------------------------------------------
35      CORAL GROUP                      10 Years             4,353                     05/05/94          *
- ----------------------------------------------------------------------------------------------------------------
        SAP AMERICA                  5 Years 6 Months         9,965           0         11/01/94        (1)
- ----------------------------------------------------------------------------------------------------------------
34      REDEN & ANDERS               6 Years 4 Months        12,952       1,836         12/15/94          *
- ----------------------------------------------------------------------------------------------------------------
33      FISH & RICHARDSON                 7 Years            16,114           0         08/01/95
- ----------------------------------------------------------------------------------------------------------------
32      STORAGE TECHNOLOGY                5 Years             5,539                     05/01/94          *
- ----------------------------------------------------------------------------------------------------------------
        SAS INSTITUTE                     6 Years             6,650       3,925         12/01/94
- ----------------------------------------------------------------------------------------------------------------
31      NPMB                              2 Years             6,179                     11/06/93          *
- ----------------------------------------------------------------------------------------------------------------
        DE JOEL BROWN                5 Years 6 Months           534                     12/15/94
- ----------------------------------------------------------------------------------------------------------------
        INTEREP                      6 Years 6 Months         1,384                     02/01/95
- ----------------------------------------------------------------------------------------------------------------
        WINTHROP & WEINSTINE         7 Years 8 Months         4,970       4,922         02/01/96
- ----------------------------------------------------------------------------------------------------------------
30      WINTHROP & WEINSTINE             10 Years            17,989           0         10/01/93          *
- ----------------------------------------------------------------------------------------------------------------
29      MARTIN/WILLIAMS                  11 Years            17,989           0         10/01/93          *
- ----------------------------------------------------------------------------------------------------------------
28      MARTIN/WILLIAMS                  11 Years            19,832           0
- ----------------------------------------------------------------------------------------------------------------
27      MARTIN/WILLIAMS                  11 Years            19,832           0
- ----------------------------------------------------------------------------------------------------------------
26      MARTIN/WILLIAMS                  11 Years            19,216           0
- ----------------------------------------------------------------------------------------------------------------
25      ATI TITLE COMPANY                 5 Years             2,844                     02/01/94
- ----------------------------------------------------------------------------------------------------------------
        MITCHELL HUTCHINS                10 Years             7,542                                       *
- ----------------------------------------------------------------------------------------------------------------
        WHITECLIFF GROUP                  6 Years             4,658       4,172         03/01/94          *
- ----------------------------------------------------------------------------------------------------------------
24      AIG                          5 Years 9 Months         3,348                     09/01/92
- ----------------------------------------------------------------------------------------------------------------
        AIG COUNSEL                  5 Years 6 Months         5,778                     02/01/93
- ----------------------------------------------------------------------------------------------------------------
        BERNARD JACOBS                    6 Years               720                     10/01/92
- ----------------------------------------------------------------------------------------------------------------
        BLAIR TELEVISION             6 Years 2 Months         3,442       5,928         12/01/92
- ----------------------------------------------------------------------------------------------------------------
23      DSI                               8 Years            19,259           0         12/15/92          *
- ----------------------------------------------------------------------------------------------------------------
22      DSI                               8 Years            19,259           0         12/15/92
- ----------------------------------------------------------------------------------------------------------------
21      KORRIDOR CAPITAL                  6 Years             1,610                     11/01/92
- ----------------------------------------------------------------------------------------------------------------
        DAHLEN, BERG & CO.           5 Years 11 Months        4,973                     06/01/92
- ----------------------------------------------------------------------------------------------------------------
        JAMES SELMER LAW             5 Years 7 Months         2,540                     03/01/93
- ----------------------------------------------------------------------------------------------------------------
        IRI                               5 Years             4,329                     02/01/94
- ----------------------------------------------------------------------------------------------------------------
        MARTIN WILLIAMS                   STORAGE               967
- ----------------------------------------------------------------------------------------------------------------
        DAHLEN BERG                       STORAGE               342       3,292
- ----------------------------------------------------------------------------------------------------------------
20      DAIN/IGC                         13 Years            14,909                     06/01/94          *
- ----------------------------------------------------------------------------------------------------------------
        FIRSTAFF                          7 Years             3,387                     01/01/94
- ----------------------------------------------------------------------------------------------------------------
        FIRSTAFF COMPUTER            5 Years 9 Months           963           0         04/01/95
- ----------------------------------------------------------------------------------------------------------------
19      DAIN/IFG                         15 Years            19,259           0
- ----------------------------------------------------------------------------------------------------------------
18      DAIN/IFG                         15 Years            19,259           0
- ----------------------------------------------------------------------------------------------------------------
17      DAIN/IFG                         15 Years            19,259           0
- ----------------------------------------------------------------------------------------------------------------
16      DAIN/IFG                         15 Years            19,259           0
- ----------------------------------------------------------------------------------------------------------------
15      DAIN/IFG                         15 Years            19,259           0
- ----------------------------------------------------------------------------------------------------------------
14      DAIN/IFG                         15 Years            19,259           0
- ----------------------------------------------------------------------------------------------------------------
12      DAIN/IFG                         15 Years            19,259           0
- ----------------------------------------------------------------------------------------------------------------
11      DAIN/IFG                         15 Years            19,259           0
- ----------------------------------------------------------------------------------------------------------------
10      DAIN/IFG                     13 Years 4 Months       19,259           0         01/01/94
- ----------------------------------------------------------------------------------------------------------------
9       RADIO 100                        10 Years            13,965                     10/01/93
- ----------------------------------------------------------------------------------------------------------------
        DAIN/IFG                          3 Years             4,731           0         09/01/94
- ----------------------------------------------------------------------------------------------------------------
8       DAIN/IFG                         12 Years            19,259           0         01/01/95
- ----------------------------------------------------------------------------------------------------------------
7       IMPARK                            3 Years             3,048                     11/01/91
- ----------------------------------------------------------------------------------------------------------------
        ARO                               3 Years             2,474                     11/01/95
- ----------------------------------------------------------------------------------------------------------------
        IFG                              10 Years            13,737           0         12/01/96
- ----------------------------------------------------------------------------------------------------------------
        TOTAL                                               555,823      34,891
</TABLE>

Updated 2/4/97       *See Tenant options in Expansion Rights section.

<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

MARKET ANALYSIS - OFFICE

The subject property is located in the Minneapolis Central Business District
office sector. The sector is comprised of approximately 21 million square feet
of office space in 79 buildings which include Class A, B, C and Renovated office
space. According to the Towle Real Estate Company's Towle Report '96, the
various markets are defined as follows:

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

      CENTRAL BUSINESS DISTRICT (CBD) OFFICE CLASSIFICATIONS

      Class A     Newer buildings in first class condition, design and decor.
                  Large and/or tall in size with mostly multiple skyway linkage.

      Class B     Seasoned buildings in good condition generally over ten years
                  old. Mid-rise in size and may include skyway linkage.

      Class C     Older buildings of any size in average to poor condition. They
                  may or may not have skyway linkage.

      Renovated   Buildings which have had a complete renovation, including all
                  mechanical systems and exterior treatment. Many of these
                  buildings have been readapted to office usage from multistory
                  industrial designs.

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

The subject office tower is classified as a Class A property. A historical
survey of the eighteen competitive Class A rent comparables in the Minneapolis
Central Business District has been conducted and the findings are presented on
the following page:


- --------------------------------------------------------------------------------
                     GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 127
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

MARKET ANALYSIS - OFFICE (continued)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
                                                      RENT        NET                  TOTAL
                                    BLDG              AREA        RENT        TAXES     EXP/
   NAME/ADDRESS                     CLASS  AGE        SF          PSF         PSF      SQ. FT
=============================================================================================

<S>                                 <C>   <C>         <C>         <C>        <C>      <C>
  1 FIFTH STREET TOWER              A     1985        415,421     $15.00     $6.05    $11.46
    100 SOUTH 5TH STREET

  2 100 WASHINGTON SQUARE           A     1981        500,582     $12.00     $4.02    $11.00
    100 WASHINGTON AVENUE SOUTH

  3 IDS CENTER                      A     1972        1,234,767   $16.00     $6.28    $12.92
    77 SOUTH 7TH STREET

  4 INTERNATIONAL CENTRE            A     1984        341,000     $11.00        -      $9.50
    900 SECOND AVENUE SOUTH

  5 KINNARD FINANCIAL CENTRE        A     1986        270,067     $11.00     $4.89     $9.83
    920 SECOND AVENUE SOUTH

  6 LUTHERAN BROTHERHOOD            A     1982        438,660     $15.00     $4.79     $12.01
    623 FOURTH AVENUE SOUTH

  7 MULTIFOODS TOWER                A     1983        1,081,974   $16.00     $6.59     $12.41
    44 SOUTH 7TH STREET

  8 PIPER JAFFRAY TOWER             A     1985        724,734     $15.00     $6.28     $12.50
    222 SOUTH 9Th STREET

  9 PLAZA VII                       A     1987        315,783     $18.00     $4.49     $10.72
    43 SOUTH 7TH STREET

 10 FIFTH STREET TOWERS II          A     1988        607,711     $15.00     $5.86     $11.75
    150 SOUTH 5TH STREET

 11 METROPOLITAN CENTRE             A     1987        627,324     $13.50     $5.19     $11.04
    333 SOUTH 7TH STREET

 12 NORWEST CENTER                  A     1988      1,105,105     $17.00     $6.95     $11.60
    90 SOUTH TTH STREET

 13 111 WASHINGTON SQUARE           A     1987        360,960     $11.00     $4.56      $9.95
    111 WASHINGTON AVENUE SOUTH

 14 LASALLE PLAZA                   A     1991        520,356     $15.00     $7.20     $13.50
    800 LASALLE AVENUE

 15 DAIN BOSWORTH PLAZA             A     1991        592,953     $18.00     $6.19     $12.57
    60 SOUTH 6TH STREET

 16 FIRST BANK PLACE                A     1992      1,337,780     $17.00     $6.77     $11.77
    SIXTH STREET/SECOND AVENUE

 17 AT&T TOWER                      A     1991       607,300      $12.00     $5.93     $10.87
    901 MARQUETTE AVENUE

 18 701 FOURTH AVENUE SOUTH         A     1984        279,608     $10.00     $4.37     $10.72
    701 FOURTH AVENUE SOUTH

 19 PILLSBURY CENTER                A     1981      1,319,057     $14.00     $6.32     $11.70
    220 SOUTH 6TH STREET
- ---------------------------------------------------------------------------------------------
   TOTALS/AVERAGES                                 12,681,142     $14.29     $6.04     $11.46
=============================================================================================

<CAPTION>
- -------------------------------------------------------------------------------------------------------
                                                          VACANT AREA
                                                                 %
                                   --------------------------------------------------------------------
                                     Nov-91      Nov-92      Nov-93      Nov-94      Nov-95      Nov-96
=======================================================================================================
<S>                                  <C>         <C>          <C>        <C>        <C>          <C>
  1 FIFTH STREET TOWER               96,251      52,000       9,192      25,764     111,000      52,079
    100 SOUTH 5TH STREET                23%         13%          2%          6%         27%         13%

  2 100 WASHINGTON SQUARE            62,000     210,000      61,297      33,734      45,428      40,797
    100 WASHINGTON AVENUE SOUTH         12%         42%         12%          7%          9%          8%

  3 IDS CENTER                      120,000     106,000     111,000      60,000      66,624      72,000
    77 SOUTH 7TH STREET                 10%          9%          9%          5%          5%          6%

  4 INTERNATIONAL CENTRE             50,000      66,083      49,625      57,000      43,000      26,900
    900 SECOND AVENUE SOUTH             15%         19%         15%         17%         13%          8%

  5 KINNARD FINANCIAL CENTRE        160,000     117,500      29,000       4,100       9,000       5,830
    920 SECOND AVENUE SOUTH             59%         44%         11%          2%          3%          2%

  6 LUTHERAN BROTHERHOOD                  0       9,230           0           0           0           0
    623 FOURTH AVENUE SOUTH              0%          2%          0%          0%          0%          0%

  7 MULTIFOODS TOWER                 80,000      86,833      94,000      31,483           0           0
    44 SOUTH 7TH STREET                  7%          9%          9%          3%          0%          0%

  8 PIPER JAFFRAY TOWER              50,584      51,344      13,970       8,837      15,000      15,000
    222 SOUTH 9Th STREET                 7%          7%          2%          1%          2%          2%

  9 PLAZA VII                        22,683      30,200      25,053      20,038      17,700      25,000
    43 SOUTH 7TH STREET                  7%         10%          8%          6%          6%          8%

 10 FIFTH STREET TOWERS II           89,000      49,000      99,628      25,764      50,809      65,451
    150 SOUTH 5TH STREET                15%          8%         16%          4%          8%         11%

 11 METROPOLITAN CENTRE             363,800     306,720      95,000      50,000      49,688      50,000
    333 SOUTH 7TH STREET                58%         49%         15%          8%          8%          8%

 12 NORWEST CENTER                    6,000       6,621           0       2,300       6,000           0
    90 SOUTH TTH STREET                  1%          1%          0%          0%          1%          0%

 13 111 WASHINGTON SQUARE            18,000      63,000      13,324      11,893           0           0
    111 WASHINGTON AVENUE SOUTH          5%         17%          4%          3%          0%          0%

 14 LASALLE PLAZA                   250,000     220,000     197,000           0       7,053       9,500
    800 LASALLE AVENUE                  48%         42%         38%          0%          1%          2%

 15 DAIN BOSWORTH PLAZA             420,000     338,000     180,000      81,971      40,547      36,000
    60 SOUTH 6TH STREET                 71%         57%         30%         14%          7%          6%

 16 FIRST BANK PLACE               $502,000     430,200      80,000     101,723     101,723      36,000
    SIXTH STREET/SECOND AVENUE          38%         32%          6%          8%          8%          5%

 17 AT&T TOWER                      267,000     264,700      66,803      63,000      37,300      37,300
    901 MARQUETTE AVENUE                44%         44%         11%         10%          6%          6%

 18 701 FOURTH AVENUE SOUTH          47,000      33,138      52,329      26,905       2,600           0
    701 FOURTH AVENUE SOUTH             17%         12%         19%         10%          1%          0%

 19 PILLSBURY CENTER                 23,314      43,730      65,884      19,000      11,467      21,586
    220 SOUTH 6TH STREET                 2%          3%          5%          1%          1%          2%
- -------------------------------------------------------------------------------------------------------
   TOTALS/AVERAGES                2,627,632   2,484,299   1,243,105     623,512     614,939     521,443
                                      20.7%       19.6%        9.8%        4.9%        4.8%        4.1%
=======================================================================================================
</TABLE>

Class A occupancy levels have rebounded from their low in 1991. However, despite
an improving office environment, the Class B market continues to struggle. A
breakdown of each classification's historical vacancy experience is presented on
the following page:


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 128
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

                              DOWNTOWN MINNEAPOLIS
                         HISTORICAL VACANCY & ABSORPTION
                     SECOND QUARTER 1987-SECOND QUARTER 1996

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
                                  TOTAL        TOTAL
              STUDY    #OF      RENTABLE       AMOUNT      PERCENT        NET           %
              DATE    BLDGS      AREA-SF       VACANT       VACANT    ABSORPTION    ABSORBED
- --------------------------------------------------------------------------------------------
<S>           <C>      <C>      <C>          <C>           <C>        <C>            <C>
CLASS A       1987     12       7,172,807      488,132      6.81%       714,995       9.97%
              1988     14       8,152,748      960,073     11.78%       508,000       6.23%
              1989     15       9,609,529    1,171,069     12.19%     1,245,785      12.96%
              1990     15       9,613,468    1,200,147     12.48%       (25,139)     -0.26%
              1991     17      10,756,324    1,737,688     16.16%       605,315       5.63%
              1992     19      12,700,388    2,874,122     22.63%       807,630       6.36%
              1993     19      12,701,697    2,005,132     15.79%       870,299       6.85%
              1994     19      12,701,697    1,056,999      8.32%       948,133       7.46%
              1995     19      12,676,319      574,050      4.53%       481,574       3.80%
              1996     19      12,676,319      490,710      3.87%        83,340       0.66%
- --------------------------------------------------------------------------------------------
CLASS B       1987     23       4,105,958      532,028     12.96%       (84,583)     -2.06%
              1988     25       4,249,814      655,169     15.42%        20,715       0.49%
              1989     25       4,468,235    1,060,905     23.74%      (416,736)     -9.33%
              1990     26       4,562,370    1,009,092     22.12%       145,948       3.20%
              1991     26       5,607,537      838,059     14.95%       171,898       3.07%
              1992     26       4,595,326    1,186,830     25.83%      (360,982)     -7.86%
              1993     26       4,571,793    1,050,713     22.98%       112,584       2.46%
              1994     26       4,533,988      912,135     20.12%       100,773       2.22%
              1995     26       4,562,710      916,062     20.08%         4,764       0.10%
              1996     26       4,570,898      933,440     20.42%       (17,378)     -0.38%
- --------------------------------------------------------------------------------------------
CLASS C       1987     10         954,469      173,505     18.18%       (63,784)     -6.68%
              1988      9         913,566      163,335     17.88%       (30,733)     -3.36%
              1989      9         917,556      169,736     18.50%        (2,401)     -0.26%
              1990      9         909,366      155,974     17.15%         5,562       0.61%
              1991      9         946,652      206,577     21.82%       (13,317)     -1.41%
              1992      9         941,268      221,282     23.51%       (20,089)     -2.13%
              1993      9         938,277      189,966     20.25%        28,325       3.02%
              1994      9         938,277      198,076     21.11%        (8,110)     -0.86%
              1995      9         938,277      224,373     23.91%       (26,297)     -2.80%
              1996      9         938,277      237,084     25.27%       (12,711)     -0.35%
- --------------------------------------------------------------------------------------------
RENOVATED     1987     23       2,614,345      762,915     29.18%        61,162       2.34%
              1988     25       2,840,456      796,963     28.06%       192,063       6.76%
              1989     26       2,885,456      740,040     25.65%        67,923       2.35%
              1990     25       2,805,243      848,155     30.23%        45,672       1.63%
              1991     25       2,849,187      521,130     18.29%       170,969       6.00%
              1992     25       2,783,483      425,615     15.29%        29,811       1.07%
              1993     25       2,770,352      428,266     15.46%       (15,782)      0.57%
              1994     25       3,164,059      440,816     13.93%       109,242       3.45%
              1995     25       3,047,092      338,726     11.12%       146,818       4.82%
              1996     25       3,005,092      340,504     11.33%        (1,177)     -0.04%
- --------------------------------------------------------------------------------------------
TOTALS        1987     68      14,847,579    1,956,580     13.18%       627,790       4.23%
              1988     73      16,156,584    2,575,540     15.94%       690,045       4.27%
              1989     75      17,880,776    3,141,750     17.57%       894,571       5.00%
              1990     75      17,890,447    3,213,368     17.96%       172,043       0.96%
              1991     77      20,159,700    3,303,454     16.39%       934,865       4.64%
              1992     79      21,020,465    4,707,849     22.40%       456,370       2.17%
              1993     79      20,982,119    3,674,077     17.51%       995,426       4.74%
              1994     79      21,338,021    2,608,026     12.22%     1,150,038       5.39%
              1995     79      21,224,398    2,053,211      9.67%       606,859       2.86%
              1996     79      21,190,586    2,001,738      9.45%        52,074       0.25%
- --------------------------------------------------------------------------------------------
SOURCE:  TOWLE REAL ESTATE COMPANY
- --------------------------------------------------------------------------------------------
</TABLE>


- --------------------------------------------------------------------------------
                     GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 129
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

MARKET ANALYSIS - OFFICE (continued)

Since 1991 the Downtown office market has absorbed over 2.6 million square feet
of office space bringing overall vacancy down to approximately 9.45%. Nearly all
of the improvement occurred in the Class A market. With the completion of the
subject property, LaSalle Plaza, IBM/First Bank Place and the AT&T tower Class A
vacancy rates soared to an all-time high of 22.6% in the second quarter of 1992.
Between 1990 and 1992, the Class A universe increased 32% from 9,600,000 to
12,700,000 square feet. However, since that time over 1,900,000 square feet of
Class A space has been absorbed. According to the most recent Towle Real Estate
Company office survey, Class A vacancy was down to 3.87% as of the second
quarter of 1996. As of the appraisal date, the Class A market is enjoying one of
its highest occupancy rates ever.


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 130
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

MARKET ANALYSIS - OFFICE (continued)

Class A absorption was primarily fueled by seven anchor tenants who now occupy
the four new office towers. These tenants either expanded in the Downtown market
or moved from the suburbs. They are as follows:

<TABLE>
<CAPTION>
                                                      Area-sf
                                         Into    Out of    Into    Out of    From
Building/Anchor Tenant                 Class A  Class A  Class B  Class B  Suburbs
- ----------------------------------------------------------------------------------
<S>                                  <C>        <C>      <C>      <C>      <C>
Lasalle Plaza
  Robins, Kaplan, Miller
  Cerisi Law Firm from
  Int'l Centre I                       150,000  110,000

  Ellerbe Becket from
  Souttltwest Suburbs                   80,000                              95,000

  Norwest from
  Midwest Plaza                         90,000                     90,000

  Minnegasco from
  Minnegasco Building                  105,000                    105,000

Dain Plaza

  Dain Bosworth from
  Dain Rand                            150,000                    150,000
Tower
  Marquette Bank Expansion              30,000

First Bank Place
  First Bank from First
  Bank West (One Financial)                                       210,000

  First Bank from Pillsbury Ctr        650,000  257,638

  IBM from 100 Washington              275,000  100,000
  Square

  IBM from Southwest Suburbs                                               100,000

AT&T Tower
  AT&T from Suburbs                    230,000                             200,000

  Aetna from Suburbs                   175,000                             150,000

  Fallon from 701 Building

IDS from Multifoods to IDS Center
Baker Building to Norihstar Block                75,000  200,000   25,000
- ----------------------------------------------------------------------------------
Total-sf                             1,935,000  542,638  200,000  580,000  545,000
Net A Absorption-sf                  1,392,362
Net B Absorption-sf                   (380,000)
- --------------------------------------------------------------------------------
Overall Absorption-sf                1,012,362
- --------------------------------------------------------------------------------
</TABLE>


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 131
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

MARKET ANALYSIS - OFFICE (continued)

With the tightening of the Class A office market, rents have been pressured
upward. Class A rents have risen as much as $5.00 to $7.00 per square foot over
the last 24 months. According to Towle, average quoted net rents for Class A
space are $14.21 per square foot, up 25% from $11.37 in 1995.

As a result of both increased occupancy and rental costs, Class A absorption is
slowing. At the subject property where occupancy is 94%, only 42,363 square feet
of office deals occurred in 1996 compared to an average of 86,000 square feet in
the three previous years. Historical Class A absorption and vacancy are
exhibited below:

                        ------------------------------
                                 Vacancy    Absorption
                        Year       %           SF
                        ------------------------------
                        1992     22.63%      807,630
                        1993     15.79%      870,299
                        1994      8.32%      948,133
                        1995      4.53%      481,574
                        1996      3.87%       83,340
                        ------------------------------
                        Source: Towle Real Estate

Many of the property managers and leasing agents interviewed for this assignment
believe that in the future, absorption will moderate in the 250,000 square foot
per year range. Net rents at the newer Class A buildings are expected to plateau
in the $15.00 to $18.00 per square foot range by 1998. Future rent growth is
expected to be modest as operating costs, particularly taxes, increase. As
discussed in the Real Estate Tax section of this report, the top 15 Class A
properties experienced an average 27% assessed value increase for taxes payable
in 1997. At these properties, real estate taxes are expected to average nearly
$7.15 per square foot in 1997, up from $5.96 per square foot in 1996. Gross
occupancy costs are compared as follows:

<TABLE>
<CAPTION>
                            |---------------Towle--------------|   |--------LMRD----------|
Class A Office               1993      1994      1995      1996      1997    Comment
- -------------------------------------------------------------------------------------------
<S>                         <C>      <C>       <C>       <C>       <C>       <C>
Avg. Quoted Net Rent/sf     $8.41    $10.26    $12.51    $14.21    $14.50    Estimated
Avg. Operating Cost/sf      $5.40     $5.66     $5.74     $5.88     $6.09    3.5% over 1996
Avg Real Estate Tax/sf      $5.70     $4.94     $5.02     $5.40     $7.15    Estimated
- -------------------------------------------------------------------------------------------
Total Cost/sf              $19.51    $20.86    $23.27    $25.49    $27.74
% Change                       --      +6.9     +11.6%     +9.5%     +8.8%
</TABLE>

This comparison is somewhat skewed as many of the 1993 and 1994 leases included
rental concessions which reduced the average net rental rate over the lease
term. For example, at a neighboring Class A property, over 117,000 square feet
of leasing occurred at the subject property in 1993. The weighted average net
rent was $3.99 per square foot. Assuming that operating costs were in the $10.50
per square foot range, gross occupancy costs were approximately $14.50 per
square foot. This was not atypical. Many of the Class A properties were doing
zero net deals during this period. A significant amount of absorption occurred
as a result of these bargain basement rental rates. However, as of the Fourth
Quarter of 1996, concessions have been phased out and net rents are in the $13
to $18 per square foot range.


- --------------------------------------------------------------------------------
                     GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 132
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

MARKET ANALYSIS - OFFICE (continued)

Compared to 1993, gross occupancy costs have nearly doubled. This should
suppress absorption which, in turn, should moderate rental growth. The Class B
market is expected to benefit from the tight Class A market.

MARKET RENT ANALYSIS - OFFICE

At the subject property nearly 165,000 square feet of space, or roughly 30% of
the rentable office area, has been leased in the form of new leases, and/or
expansions between 1994 and 1996. A historical occupancy analysis is offered
below:

              Historical Occupancy Analysis
              -----------------------------------------
                                  Dain
                                 Bosworth,   Neiman &
              Year   Quarter      Plaza     Gaviidae II
              -----------------------------------------
              1991   4th Qtr.       --        67.3%
              -----------------------------------------
              1992   1st Qtr.       --        68.8%
                     2nd Qtr.     35.6%       71.0%
                     3rd Qtr.     36.2%       71.0%
                     4th Qrt.     44.1%       82.9%
              -----------------------------------------
              1993   1st Qtr.     45.5%       82.9%
                     2nd Qtr.     45.5%       82.0%
                     3rd Qtr.     46.2%       82.0%
                     4th Qrt.     65.6%       83.5%
              -----------------------------------------
              1994   1st Qtr.     71.8%       83.5%
                     2nd Qtr.     76.0%       85.3%
                     3rd Qtr.     79.0%       86.0%
                     4th Qrt.     84.1%       87.2%
              -----------------------------------------
              1995   1st Qtr.     87.6%       84.1%
                     2nd Qtr.     87.7%       84.3%
                     3rd Qtr.     90.0%       84.3%
                     4th Qrt.     91.7%       87.4%
              -----------------------------------------
              1996   1st Qtr.     92.6%       86.4%
                     2nd Qtr.     92.1%       86.4%
                     3rd Qtr.     91.2%       85.3%
                     4th Qrt.     93.7%       90.1%
              -----------------------------------------

Given the condition of the market, 1994 leasing activity was not considered in
arriving at a market rent estimate. By 1995, the market had turned the corner
and rents had increased substantially. At the subject property, nearly 63,000
square feet of office space was absorbed in 1995 and 1996 providing an excellent
indication of the subject's achievable market rent. The lease activity summary
is offered on the following page.


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 133
- --------------------------------------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
  1995 ACTIVITY
                                                                                                 AVG           FREE RENT  EFF RENT/
                               AREA/   LEASE                                            AVG    ANNUAL   FREE  PER SF/YR   SQ. FT.
                       STATUS  SUITE   TERM          YRS     SQ.FT.    RENTAL RATE    RENT/SF  STEP-UP  RENT   0F TERM   BEF0RE TI'S
- ------------------------------------------------------------------------------------------------------------------------------------

 <S>                       <C>   <C>  <C>           <C>    <C>      <C>                <C>       <C>       <C>    <C>        <C>

 1 ADMIN. RES0URCES        NEW   7    11/95-11/98   3.00    2,474    $3.15 -  $6.90     $4.97    39.7%     $0     $0.00       $4.97
 2 FIRSTAFF EXPANSI0N      EXP   20   2/95-12/00    4.00      963   $10.60 - $10.60    $10.60     0.0%     $0     $0.00      $10.60
 3 INTEREP                 NEW   31   2/95-8/01     6.50    1,384    $9.75 -  $9.75     $9.75     0.0%     $0     $0.00       $9.75
 4 FISH & RICHARDS0N       NEW   31   8/95-7/02     7.00   16,114   $15.75 - $18.75    $16.61     2.7%     $0     $0.00      $16.61

- ------------------------------------------------------------------------------------------------------------------------------------
   WEIGHTED AVERAGES                                6.36   20,935    13.63 -  16.38    $14.50    2.64%            $0.00      $14.50
   X AVG. LEASE                                                                                                    6.36
   ---------------------                                                                                        -------
   SUBT0TAL                                                                                                       $0.00
                                     
- ------------------------------------------------------------------------------------------------------------------------------------
   1996 ACTIVITY                     

 5 IFG EXPANSI0N           EXP   7  12/96-12/06    10.00  13,737   $16.75 - $19.75  $18.25       1.8%      $0     $0.00      $18.25
 6 IFG EXPANSI0N           EXP   8   1/96-12/06    11.00  19,259   $7.50  - $14.00  $11.09       7.9%      $0     $0.00      $11.09
 7 WINTHR0P & WEINSTINE    EXP   31   2/96-7/03     7.42   4,970   $14.75 - $16.25  $15.44       1.4%      $0     $0,00      $15.44
 8 WILSHIRE ASS0CIATES     NEW   36   6/96-3/01     4.75   2,533   $16,00 - $16.00  $16.00       0.0%      $0     $0.00      $16.00
 9 W00DLAND PARTNERS       NEW   37   5/96-5/00     4.00   1,864   $15.00 - $15.00  $15.00       0.0%      $0     $0,00      $15.00
- ------------------------------------------------------------------------------------------------------------------------------------
   WEIGHTED AVERAGES                                9.57  42,363   $14.00 - $16.20  $14.39       1.42%            $0.00      $14.39
   x AVG. LEASE TERM                                                                                               9.57
   ---------------------                                                                                        -------
   SUBT0TAL                                                                                                       $0.00

<CAPTION>
- ------------------------------------------------------------------------------------
1995 ACTIVITY                                    EFF             C0MM'S    EFF RENT/
                                     T.I'S PER  RENT/SF          PER SF/   SF AFTER
                              T0TAL  SF PER YR  BEF0RE   T0TAL    YR 0F    TI'S &
                              TI'S   0F TERM    C0MM'S   C0MM     TERM     C0MM'S
- ------------------------------------------------------------------------------------

<S>                        <C>        <C>       <C>     <C>      <C>      <C>
 1 ADMIN. RES0URCES          $7,838    $1.06     $3.91   $7,422   $1.00    $2.91
 2 FIRSTAFF EXPANSI0N       $27,012    $7.01     $3.59   $2,889   $0.75    $2.84
 3 INTEREP                  $53,481    $5.94     $3.81   $4,152   $0.46    $3.34
 4 FISH & RICHARDS0N       $548,430    $4.86    $11.75  $48,342   $0.43   $11.32
   WEIGHTED AVERAGES                   $4.58     $9.92            $0.51    $9.41
   X AVG. LEASE                        $6.36                      $6.36
   ----------------                   ------                     ------
   SUBT0TAL                           $29.13                      $3.26
- ------------------------------------------------------------------------------------
   1996 ACTIVITY

 5 IFG EXPANSI0N           $549,480  $4.00       $14.25  $41,211  $0.30   $13.95
 6 IFG EXPANI0N            $770,360  $3.64        $7.45  $57,777  $0.27    $7.18
 7 WINTHR0P & WEINSTINE    $142,007  $3.85       $11.59  $14,910  $0.40   $11.18
 8 WILSHIRE ASS0CIATES      $81,398  $6.77        $9.23   $7,599  $0.63    $8.60
 9 W00DLAND PARTNERS        $63,341  $8.50        $6.30   $5,592  $0.75    $5.75
   WEIGHTED AVERAGES                 $4.18       $10.21           $0.34    $9.87
   x AVG. LEASE TERM                  9.57                         9.57
   ---------------------            ------                        -----
  SUBT0TAL                          $40.02                        $3.25
</TABLE>

<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

MARKET RENT ANALYSIS - OFFICE (continued)

Historical leasing activity at the subject office tower is summarized below:

                      ------------Weighted Average/sf/yr----------------
                                                              Effective
Year  Area Leased-sf  Net Rent  Free Rent  T.I's   Commsn's   Net Rent
- ------------------------------------------------------------------------
1992  261,443
1993  127,444
1994  109,635
1995   20,935         $14.50    $0.00      $4.58   $0.51      $9.41
1996   42,363         $14.39    $0.00      $4.18   $0.34      $9.87

In arriving at a market rent figure, the most recently signed deals at the
subject property were accorded the greatest weight. The 1996 weighted average
market rent figure is somewhat low given that Inter-Regional Financial leased
19,259 square feet in January of 1996 at an average rate of $11.09 per square
foot. Excluding this single deal results in an adjusted average net rent of
$17.14 per square foot with a range of from $15.63 to $16.75 per square foot.

The appraisers are also aware of recent leasing activity at several other Class
A office properties. For the most part, average net rents have ranged from $12
to $16 per square foot with an average near $15. Annual rent increases of from
$0.25 to $1.00 per square foot are common. Lease terms range from three to six
years with an average near 4.5 years.

For this exercise a market rental rate of $15.00 per square foot was considered
reasonable. Annual rent adjustments of $0.25 per square foot were also
considered. This rental estimate is based on an average lease term of six years
and includes a standard tenant improvement allowance. This rate is considered an
average rate for average sized office spaces.

VACANCY AND ABSORPTION ANALYSIS - OFFICE

The appraisers generally recognize that smaller spaces command higher per square
foot rents than full floor or multiple floor spaces.

As previously mentioned, Class A vacancy is currently estimated at 3.87% with
approximately 490,000 square feet of vacant space. Based on the most recent
absorption (1995 & 1996), the vacant space could be absorbed in as little as two
years. However, as previously mentioned, absorption will likely moderate as
gross occupancy costs increase. As a result of increased cost, space is used
more efficiently. Growth in administrative or back office functions is usually
pushed into Class B or C buildings to avoid additional costs. Because of these
factors, average annual Class A absorption is expected to moderate in the
250,000 square feet per year range.

Another method of forecasting absorption involves relying on projected
employment growth. In the past, the fastest gain in employment in the
Minneapolis-St. Paul area was in the services sector, followed by finance,
insurance and real estate. Based on employment statistics compiled by the
Metropolitan Council and the City of Minneapolis Planning Department, an average
of


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                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 135
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INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

VACANCY AND ABSORPTION ANALYSIS - OFFICE  (continued)

approximately 2,000 jobs will be created per year between 1990 and 2000. In
order to estimate the amount of office space these jobs will require, an
analysis was made of the ratio of jobs to office workers. According to Towle,
there was approximately 18,200,000 square feet of occupied office space in
Downtown Minneapolis as of the second quarter of 1996 (multi-tenant buildings
over 30,000 square feet in size). Dividing this number by an estimated average
amount of office space per worker of 225 square feet results in approximately
80,839 workers in this market in multi-tenant, non-owner occupied buildings.
According to the Metropolitan Council estimate, there was a total of
approximately 130,000 employees in this area in 1990. Dividing the estimated
number of office workers by the total employees results in a 62.2% office worker
coefficient (80,839/130,000). Applying this figure to the annual number of new
jobs projected for Downtown Minneapolis for ten years between 1990 and 2000
results in an approximate total number of new office workers estimated per year
that will demand office space. Multiplying this by the average 225 square feet
per worker results in an estimate of the office space required per year to
support this demand. Adding a 5.0% vacancy allowance and a 5% factor to reflect
office demand resulting from upgrading Class B to Class A space results in an
estimate of total annual office space demand of approximately 300,000 square
feet per year. The calculation is as follows:

Downtown Minneapolis Projected Annual Employment Growth               2,000
x Office Worker Co-efficient                                   x      0.622
- --------------------------------------------------------------------------------
Total Number of New Office Workers Per Year                           1,244
x Average Square Feet of Office Space Per Worker                        225
- --------------------------------------------------------------------------------
Subtotal - Sf                                                       279,900
Add: 5% Vacancy Allowance - Sf                                       13,995
Add: 5.0% Upgrading Factor - Sf                                      13,995
- --------------------------------------------------------------------------------
Total Estimated Office Space Demand Per Year - Sf                   307,890

However, market absorption is inter-related to rent. The Class A market has
captured the lion's share of total Downtown absorption. Since 1987, the Class A
market has captured 5,500,000 square feet of absorption, or 87% of total
Downtown absorption. In comparison, the Class B market captured only 72,000
square feet during the same time period. Assuming that Class A absorption will
moderate for the previously mentioned reasons, a Class A market capture rate of
75% was considered reasonable. Applying this figure to the projected space
demand figure results in Class A's share of total absorption of 230,000 square
feet, as rounded. This is consistent with other industry expert opinions.

This estimated figure also supports the notion that new office construction will
return in 1998 and 1999. This could modestly pressure down Class A rents
depending on the size of each development and the degree of pre-leasing.

Given that the subject office tower is 94% occupied, it was necessary to
formulate an absorption schedule for the remaining vacant space. Based on an
average annual absorption of 230,000 square feet of Class A space, the subject
property should capture approximately 11,000 square


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                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 136
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<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

VACANCY AND ABSORPTION ANALYSIS - OFFICE (continued)

feet of absorption per year based on its percent of total Class A space (592,593
sf-: 12,676,000 sf = 4.67%). Dividing this by the subject's vacant area of
37,000 square feet results in a 3+ year absorption schedule. Absorption of the
specific spaces has been projected as follows:

Absorption Schedule
- --------------------------------------------------------------------------------
                                                     Projected Occupancy Date
                        Suite               Sept 1,  Sept 1,  Sept 1,    Sept 1,
Tenant                   No.     Area-sf    1997      1998     1999      2000
- --------------------------------------------------------------------------------
To Be Leased            3799     4,772     4,772
To Be Leased            3699     6,044     6,044
To Be Leased            3550       471                 471
To Be Leased            3499     1,836                         1,836
To Be Leased            3299     3,925               3,925
To Be Leased            3199     4,922               4,922
Optioned after 8/06     2520     4,172                         4,172
Optioned after 12/04    2430     5,928                         5,928
Optioned after 12/98    2130     3,535                                  3,535
To Be Leased            2060     1,200               1,200
To Be Leased             940       563                 563
- --------------------------------------------------------------------------------
Total                           37,368    10,816    11,081     11,936   3,535
- --------------------------------------------------------------------------------

Perhaps the greatest unknown facing the Downtown office market is the future of
American Express Financial Advisors (AMEX), formerly IDS. AMEX collectively
occupies approximately 1.45 million square feet in several Downtown locations
including the IDS Center and the Baker Block. Their leases are co-terminus in
2002. Though AMEX has recently elected to build on the Opus Minnegasco site, the
timing of the development is yet to be known. The potential consolidation of
their space could seriously affect the Downtown Office market. The DS Center is
particularly vulnerable. AMEX occupies 465,000 square feet, or 38% of this
property's rentable area.

As previously indicated, Dayton Hudson/Target recently announced that they will
build their own 450,000 square foot office tower on the Nicollet Mall, five
blocks south of the subject. This new building reportedly can be expanded by as
much as 400,000 square feet. Construction of the 12 to 15 story office building
is expected to begin in the Spring of 1997 with initial occupancy projected for
late 1998 or early 1999. It should be noted that Target occupies approximately
675,000 square feet of space at the neighboring Multifoods Tower in City Center.
Although the majority of Target's space is under a long-term lease, nearly
200,000 square feet expires in December, 2002. In addition, Target has subleased
nearly 100,000 square feet in the same building from International Multifoods
with a 2003 expiration. As such, nearly 300,000 square feet of space at City
Center could be vacated by mid-year 2003.

Because of this uncertainty, many property represented leasing agents and
managers are trying to sign leases that extend beyond 2003 or 2004.

For the discounted cash flow analysis, a vacancy factor has been applied to the
property in the form of projected downtime between leases. This more accurately
reflects the vacancy as it does not unduly penalize the subject's value by
penalizing existing tenant income. This practice is also


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                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 137
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

VACANCY AND ABSORPTION ANALYSIS - OFFICE (continued)

the most widely accepted among investors/buyers for this property type. From
discussions with Downtown leasing agents and property managers, and in
consideration of the current and forecasted vacancy in the market, it was
projected that there would be an effective four months of vacancy between each
lease based on a 25% vacation and 75% renewal probability on a total downtime
estimate of 12 months. This renewal probability estimate is higher than the
surveyed average of 63.8% for CBD Office reported by Real Estate Research
Corporation in their Third Quarter 1996 Real Estate Investment Survey. However,
the Class A market is less than 4% vacant and a higher probability of renewal is
considered reasonable. The downtime calculation is as follows:

- --------------------------------------------------------------------------------
     New Tenancy         12 Months Downtime x 25% probability = 3.0 Months
     Renewal Tenancy      0 Months Downtime x 75% probability = 0.0 Months
     ---------------------------------------------------------------------
     Overall Blended Downtime Estimate                          3.0 Months
- --------------------------------------------------------------------------------

On a stabilized basis, this downtime estimate equates to a vacancy of 4.0% based
on a downtime period of 3 months and an average lease length of 75 months (72
month lease + 4 months downtime). At the subject property, lease terms have
averaged approximately six years for both 1995 and 1996. At IDS Center, lease
terms for new deals negotiated in 1996 ranged from two to six years with an
average just over 4.3 years. For renewals, lease terms ranged from one to five
years with an average of 3.5 years. At Multifoods, lease terms on new and
renewal deals, averaged 6.38 and 6.32 years in 1995 and 1996, respectively.

Using this weighted vacancy for the speculative renewals, and in consideration
of the estimated absorption schedule, an overall average occupancy of 98.1% was
projected for the property based on the following:

                                  Year        Occupied
                                  --------------------
                                  1998         94.6%
                                  1999         96.0%
                                  2000         98.3%
                                  2001         98.8%
                                  2002         99.8%
                                  2003         99.0%
                                  2004         99.2%
                                  2005         98.3%
                                  2006         99.7%
                                  2007         95.9%
                                  2008         99.8%
                                  ------------------
                                  Overall Avg. 98.1%


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                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 138
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

RENTAL GROWTH - OFFICE

Market rent for the subject office tower was previously estimated at $15.00 per
square foot. Rental growth is expected to moderate with absorption. As
previously mentioned, the construction of one or two speculative office towers
is also likely to hold down office rental growth. For this analysis, office
rental growth was projected to increase modestly from the most current estimate
of $15.00 per square foot. The growth rate was expected to flatten in 1999 with
the anticipated opening of at least one new speculative office tower. For this
analysis, office rental growth was projected as follows:

      Year            Net Rent/SF     % Change
      ----------------------------------------
      1997            $15.00             --
      1998            $16.00          +6.66%
      1999            $16.00             --
      2000            $17.00          +6.25%
      2001            $18.00          +5.88%
      Thereafter,                     +3.5%

STORAGE INCOME - OFFICE

Storage income was stabilized at $30,000 based on historical experience.

EXPENSES - OFFICE

The fixed expenses for the subject office tower include real estate taxes and
insurance. Variable operating expenses include such costs as utilities,
management, building maintenance and janitorial services. These expense items
are all considered to be typical for office buildings and are reimbursable by
the tenant. A stabilized expense estimate for the subject property has been
developed based on a review of the subject's actual expense history and in some
cases, by comparison to current market expenses for similar buildings.
Competitive Class A properties in the Downtown area revealed Fourth Quarter 1996
expenses generally in the range of $9.50 to $13.50 per square foot with an
average of $11.46 per square foot. This compares with an average $10.84 per
square foot in 1995.

Historical expense experience at the subject is offered as follows:

                               1994        1995        1996
      ------------------------------------------------------
      Operating Costs/sf      $ 5.23      $ 5.48      $ 5.86
      Real Estate Tax/sf      $ 5.66      $ 5.90      $ 7.16
      ------------------------------------------------------
      Total/sf                $10.89      $11.38      $13.02
      Change %                    --        4.5%       14.4%

Historical income and operating expenses for the subject, including budget year
1997 were obtained from the property owner and are summarized on the following
page. Stabilized expense estimates are also included to the right of year-to
date activity.


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 139
- --------------------------------------------------------------------------------
<PAGE>

INC0ME APPR0ACH
0FFICE EXPENSE ANALYSIS
DAIN PLAZA 0FFICE DEVEL0PMENT
HIST0RICAL INC0ME AND EXPENSE PR0FILE

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
0FFICE T0WER                                 1993                            1994                           1995
INC0ME                             $                 $/SF         $                 $/SF         $                 $/SF
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>               <C>          <C>               <C>          <C>               <C>  
NET RENT-0FFICE                    $2,187,890        $3.69        $4,461,445        $7.52        $5,127,981        $8.65
0PERATING REIMB                    $1,327,635        $2.24        $2,081,565        $3.51        $3,020,862        $5.09
PR0PERTY TAX REIMB                 $1,101,559        $1.86        $1,958,116        $3.30        $3,027,292        $5.11
PARKING INC0ME                             $0        $0.00                $0        $0.00                $0        $0.00
ST0RAGE INC0ME                             $0        $0.00            $7,530        $0.01           $29,560        $0.05
MISCELLANE0US INC0ME                   $1,398        $0.00            $3,452        $0.01            $8,686        $0.01
0THER REVENUE ACC0UNTS                     $0        $0.00          $833,296        $1.41            $8,477        $0.01
- ------------------------------------------------------------------------------------------------------------------------------------
T0TAL INC0ME                       $4,618,482        $7.79        $9,345,404       $15.76       $11,222,858       $18.93

REC0VERABLE EXPENSES
CLEANING                             $307,553        $0.52          $506,667        $0.85          $573,889        $0.97
ELECTRICAL MAINTENANCE                 $8,712        $0.01           $16,292        $0.03           $17,498        $0.03
PLUMBING MAINTENANCE                   $2,835        $0.00            $4,353        $0.01            $3,088        $0.0l
HVAC                                 $139,419        $0.24          $123,258        $0.21          $122,272        $0.21
ELEV. & ESCALAT0RS                    $93,324        $0.16          $103,621        $0.17           $92,575        $0.16
SECURITY AND SAFETY                  $121,229        $0.20          $138,753        $0.23          $168,410        $0.28
GENERAL BLDG C0STS                   $238,896        $0.40          $110,065        $0.19          $118,792        $0.20
C0MM0N AREA C0STS                          $0        $0.00          $168,356        $0.28          $174,751        $0.29
REPAIRS AND MAINT                     $41,638        $0.07           $74,914        $0.13           $86,958        $0.15
L0ADING D0CK                          $16,238        $0.03           $20,939        $0.04           $19,394        $0.03
C0MM. CENTER                         $161,132        $0.27          $201,073        $0.34          $183,080        $0.31
ENERGY C0STS                         $887,971        $1.50        $1,065,469        $1.80        $1,057,830        $1.78
WATER AND SEWER                       $14,361        $0.02           $22,592        $0.04           $28,421        $0.05
ADMIINISTRATI0N                      $243,010        $0.41          $252,503        $0.43          $172,573        $0.29
INSURANCE                             $31,400        $0.05           $34,866        $0.06           $36,245        $0.06
MANAGEMENT FEES                      $120,665        $0.20          $259,979        $0.44          $392,800        $0.66
REAL ESTATE TAXES/ASSMTS           $3,609,740        $6.09        $3,354,129        $5.66        $3,496,337        $5.90
- ------------------------------------------------------------------------------------------------------------------------------------
T0TAL REC0VERABLE EXPENSES         $6,038,123       $10.18        $6,457,828       $10.89        $6,744,913       $11.38

N0N-REC0VERABLE EXPENSES
ADMINISTRATI0N                             $0        $0.00                $0        $0.00                $0        $0,00
INSURANCE                                  $0        $0.00                $0        $0.00                $0        $0.00
MANAGEMENT FEE                             $0        $0.00                $0        $0.00                $0        $0.00
0THER                                      $0        $0.00          $230,421        $0.39           $35,606        $0.06
LEGAL FEES                                 $0        $0.00           $22,299        $0.04            $1,132        $0.00
PARKING                                    $0        $0.00                $0        $0.00                $0        $0,00
BAD DEBT EXPENSE                           $0        $0.00                $2        $0.00                $2        $0.00
- ------------------------------------------------------------------------------------------------------------------------------------
T0TAL N0N-REC0VERABLE EXP                  $0        $0.00          $252,722        $0.43           $36,740        $0.06
- ------------------------------------------------------------------------------------------------------------------------------------
T0TAL EXPENSES                     $6,038,123       $10.18        $6,710,550       $11.32        $6,781,653       $11.44
- ------------------------------------------------------------------------------------------------------------------------------------
NET 0PERATING INC0ME              ($1,419,641)      ($2.39)       $2,634,854        $4.44        $4,441,205        $7.49
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICE TOWER                                  1996                      Budget I997                   Stabilized    
INCOME                              $                $/SF         $                 $/SF          $               $/$F    
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>               <C>          <C>               <C>          <C>               <C>  
NET RENT-0FFICE                    $5,645,788        $9.52        $5,801,828        $9.78
0PERATING REIMB                    $3,273,607        $5.52        $3,514,233        $5.93
PR0PERTY TAX REIMB                 $3,410,432        $5.75        $3,848,165        $6.49
PARKING INC0ME                             $0        $0.00                $0        $0.00
ST0RAGE INC0ME                        $29,560        $0.05           $29,560        $0.05
MISCELLANE0US INC0ME                   $1,106        $0.00            $7,164        $0.01
0THER REVENUE ACC0UNTS                     $0        $0.00                $0        $0.00
- ------------------------------------------------------------------------------------------------------------------------------------
T0TAL INC0ME                      $12,360,493       $20.85       $13,200,950       $22.26

REC0VERABLE EXPENSES
CLEANING                             $640,578        $1.08          $667,638        $1.13          $650.0D0        $1.10
ELECTRICAL MAINTENANCE                $19,873        $0.03           $19,440        $0.03           $20,000        $0.03
PLUMBING MAINTENANCE                   $2,032        $0.00            $4,800        $0.01            $4,000        $0.01
HVAC                                 $135,581        $0.23          $138,096        $0.23          $137,500        $0.23
ELEV. & ESCALAT0RS                   $104,603        $0.18          $103,380        $0.17          $105,0D0        $0.18
SECURITY AND SAFETY                  $176,231        $0.30          $173,690        $0.29          $175,000        $0.30
GENERAL BLDG C0STS                   $131,871        $0.22          $156,892        $0.26          $150,000        $0.25
C0MM0N AREA C0STS                    $165,710        $0.28          $192,432        $0.32          $190,000        $0.32
REPAIRS AND MAINT                     $89,591        $0.15          $121,376        $0.20          $100,000        $0.17
L0ADING D0CK                          $20,087        $0.03           $22,018        $0.04           $20,000        $0.03
C0MM. CENTER                         $209,110        $0.35          $214,182        $0.36          $210,000        $0.35
ENERGY C0STS                       $1,106,582        $1.87        $1,183,555        $2.00        $1,150,000        $1.94
WATER AND SEWER                       $25,089        $0.04           $29,280        $0.05           $30,000        $0.05
ADMIINISTRATI0N                      $191,222        $0.32          $207,160        $0.35          $200,000        $0.34
INSURANCE                             $29,214        $0.05           $31,175        $0.05           $83,013        $0.14
MANAGEMENT FEES                      $432,617        $0.73          $478,072        $0.81          $393,219        $0.66
REAL ESTATE TAXES/ASSMTS           $4,243,107        $7.16        $4,340,820        $7.32        $4,207,154        $7.10
- ------------------------------------------------------------------------------------------------------------------------------------
T0TAL REC0VERABLE EXPENSES         $7,723,098       $13.02        $8,094,006       $13.63        $7,824,885       $13.20

N0N-REC0VERABLE EXPENSES
ADMINISTRATI0N                             $0        $0.00                $0        $0.00                $0        $0.00
INSURANCE                                  $0        $0.00                $0        $0.00                $0        $0.00
MANAGEMENT FEE                             $0        $0.00                $0        $0.00                $0        $0.00
0THER                                 $11,912        $0.02           $17,200        $0.03           $29,630        $0.05
LEGAL FEES                            $27,876        $0.05           $12,000        $0.02           $25,000        $0.04
PARKING                                    $0        $0.00                $0        $0.00                $0        $0.00
BAD DEBT EXPENSE                      $74,561        $0.13                $0        $0.00                $0        $0.00
- ------------------------------------------------------------------------------------------------------------------------------------
T0TAL N0N-REC0VERABLE EXP            $114,349        $0.19           $29,200        $0.05           $54,630        $0.09
- ------------------------------------------------------------------------------------------------------------------------------------
T0TAL EXPENSES                     $7,837,447       $13.22        $8,113,206       $13.68        $7,879,515       $13.29
- ------------------------------------------------------------------------------------------------------------------------------------
NET 0PERATING INC0ME               $4,523,046        $7.63        $5,087,744        $8.58
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

EXPENSES - OFFICE (continued)

For the most part, expenses were stabilized based on historical operating
history. General Common Area costs and Loading Dock expenses were allocated
based on the discussion found at the beginning of the Income Approach section of
this report. However, several expense items require additional attention
including real estate taxes, insurance, administrative costs and management
fees.

As a result of an improving market, real estate taxes on Downtown Class A office
properties are projected to dramatically increase in 1997 as exhibited below:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                                                           '95 to '96   '95 to '96
Tax/sf                        Rentable       1/2/95          1/2/96           VALUE         %        1996       1997 Est.
Rank      Building            Area-sf         AEMV            AEMV             +/-          +/-    Taxes/sf     Taxes/sf(1)
- ---------------------------------------------------------------------------------------------------------------------------
  <S>  <C>                   <C>          <C>             <C>              <C>              <C>      <C>          <C>
  1    Norwest Center        1,105,105    $119,500,000    $162,000,000     $42,500,000      36%      $7.29        $9.64

  2    LaSalle Plaza           522,679     $54,500,000     $72,000,000     $17,500,000      32%      $7.03        $9.06

  3    IBM/First Bank Place  1,422,961    $140,000,000    $192,000,000     $52,000,000      37%      $6.64        $8.87

  4    Dain Plaza              781,817     $67,800,000     $82,500,000     $14,700.000      22%      $5.84        $6.94

  5    Metropolitan Centre     560,354     $48,200,000     $64,900,000     $16,700,000      35%      $5.80        $7.62

  6    Piper Jaffray           757,321     $70,500,000     $87,600,000     $17,100,000      24%      $6.28        $7.61

  7    100 S. Fifth            414,357     $36,800,000     $45,800,000      $9,000,000      24%      $5.99        $7.27

  8    Pillsbury Center      1,350,757    $127,600,000    $149,000,000     $21,400,000      17%      $6.37        $7.25

  9    150 S. Fith             606,661     $52,300,000     $66,400,000     $14,100,000      27%      $5.81        $7.20

  10   IDS Center            1,451,738    $122,200,000    $157,100,000     $34,900,000      29%      $5.68        $7.12

  11   AT&T Tower              607,297     $51,000,000     $64,100,000     $13,100,000      26%      $5.66        $6.94

  12   Kinnard Center          272,291     $21,100,000     $28,900,000      $7,800,000      37%      $5.22        $6.98

  13   City Center           1,436,954    $126,000,000    $146,500,000     $20,500,000      16%      $5.91        $6.70

  14   Lutheran Brotherhood    434,084     $30,000,000     $40,300,000     $10,300,000      34%      $4.66        $6.11

  15   NWNL                    351,464     $23,800,000     $31,900,000      $8,100,000      34%      $4.56        $5.97
- ---------------------------------------------------------------------------------------------------------------------------
       Totals/average       12,075,840  $1,091,300,000  $1,391,000,000    $299,700,000      27%      $5.92        $7.42
       % Change
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

Source: Minneapolis BOMA in cooperation with the Minneapolis Assessor's Office

        Per square foot figures based on BOMA area measurements.

(1)  Estimated Effective Tax Rate of 6.5% relied on for calculating 1997 Taxes.

For Class A office properties, this represents the greatest single year
assessment increase in Downtown Minneapolis. Although the subject's preliminary
assessment for January 1, 1997 remains $82,500,000, the assessor does not post
the final figures until mid-March of 1997. Further increases in assessed value
are expected, considering that the market has continued to improve throughout
1996. As such, the overall assessed value of the Class A market as of January 2,
1997 should be higher than the overall 1996 AEMV. On the other hand, market
rents have increased only modestly in the last year and vacancy is nearly
unchanged. As such, future market expectations are for a return to more
inflationary indexed value increases.

The market value estimate evolved in the Income Approach of this appraisal is
$86,000,000 as outlined below:

                                     Indicated Market Value
      Component                      by the Income Approach
      -----------------------------------------------------
      Dain Plaza                         $86,000,000
      Gaviidae II                        Nominal
      -----------------------------------------------------
      Total Market Value Estimate        $86,000,000


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 141
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

EXPENSES (continued)

The Income Approach value estimate, for both Gaviidae II and the office tower,
is within 4% of the assessed value estimate of $82,500,000 established as of
January 2, 1997. As such, an adjustment to value has not been considered.

Brookfield maintains a master insurance policy that includes both Gaviidae
developments, Dain Plaza, the City Center Development as well as other property
they own. The premium rates are below market. For this exercise, office
insurance was estimated at $0.14 per square foot of rentable area based on the
median costs reported by the Institute of Real Estate Management (IREM).

Administrative costs, which are allocated between the Gaviidae I and II
developments include all expenses related to the physical management of the
properties. This includes all salaries/benefits for the property manager,
assistant controller, retail manager, property administrator, secretary and
receptionist. This line item does not include the fourteen employees whose costs
are allocated to building operation expenses including General Building, HVAC,
Communications and Repair.

From collected receipts, Brookfield LePage charges a management fee equal to
3.5% of effective gross income. Considering that all accounting, office costs
and on-site salaries are passed back to the tenants under the Administrative
line item, this fee essentially covers the accounting function and provides a
profit to the management firm.

In arriving at a market based management fee, the appraisers contacted three
property management firms in the Twin Cities market; Madison Marquette, United
Properties and Welsh Companies. All firms have extensive experience in office
and retail property management. Quoted management fees ranged from 2.0% to 3.0%
of effective gross income with all administrative costs allocated to the
property, not deducted from the gross management fee. Furthermore, the fee would
not cover any costs related to leasing. For this exercise, a management fee
equal to 3.0% of effective gross income was considered reasonable. A lower
management fee may result if the property were bid against both local and
national firms.

Expense Recoveries - For the most part, tenant's pay their pro-rata share of
operating costs and real estate taxes. However, several tenants have specified
recoveries. Marquette Bancshares and Inter-Regional Financial have atypical
reimbursements for real estate taxes and assessments. The calculations are as
follows:


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 142
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

EXPENSES (continued)

Marquette Bank
1997 Tax and Assessment Calculation
- --------------------------------------------------------------------------------
Assessed Value                                                      $82,500,000
Less: Improvement value                                             $75,280,000
- --------------------------------------------------------------------------------
Land Value                                                           $7,220,000
x Effective Tax Rate                                                       6.58%
- --------------------------------------------------------------------------------
Estimated Land Tax                                                     $474,789
X office allocation (1)                                                  36.954%
- --------------------------------------------------------------------------------
Land Taxes attributable to office                                      $175,455

Total Taxes                                                          $5,425,226
Less: Estimated Land Tax                                               $474,789
- --------------------------------------------------------------------------------
Building Taxes                                                       $4,950,437
Add: Land taxes attributable to office                                 $l75,455
- --------------------------------------------------------------------------------
Total Adjusted Taxes                                                 $5,125,891

x Office Pro-rata of GBA per lease                                        77.78%
- --------------------------------------------------------------------------------
Estimated Office Tax                                                 $3,986,918
/ Office rentable area-sf                                               592,593
- --------------------------------------------------------------------------------
Dain's Tax per square foot                                                $6.73
Vs. Pure Pro-rata share tax/sf                                            $6.94
% of Total                                                                 96.9%

(1) Office footprint - Total land Area                                    36.95%
- --------------------------------------------------------------------------------


Inter-Regional Financial
1997 Tax and Assessment Calculation
- --------------------------------------------------------------------------------
Assessed Value                                                      $82,500,000
x Effective Tax Rate                                                       6.58%
- --------------------------------------------------------------------------------
Total Taxes                                                          $5,425,226
Add: Specials                                                          $129,609
- --------------------------------------------------------------------------------
Total Tax and Assessments                                            $5,554,835
Less: Parking allocation at 4.4%                                       $244,413
- --------------------------------------------------------------------------------
Subtotal                                                             $5,310,422
x Office Pro-rata per lease                                               72.21%
- --------------------------------------------------------------------------------
Allocated Office portion                                             $3,834,656
/ Office rentable area-sf                                               592,593
- --------------------------------------------------------------------------------
Dain's Tax per square foot                                                $6.47
Vs Pure Pro-rata share per sf                                             $7.11
- --------------------------------------------------------------------------------
% of Total                                                                 91.0%
- --------------------------------------------------------------------------------

Per their lease, Inter-Regional Financial's management fee is set at 2.5% of
their base rent and recoveries. Martin Williams pays a management fee of 3.25%.

All operating expenses, including real estate taxes, were projected to increase
at +3.5% per year.

TENANT IMPROVEMENTS - OFFICE

Based on discussions with managers and leasing agents in the Downtown
Minneapolis, and in consideration of actual leases, tenant improvements have
been estimated at $20 per square foot for a new tenancy. For renewals a figure
of $5 per square foot was relied on. This figure should cover minor upgrading
charges such as carpet replacement and painting. Upon speculative renewal it was
projected that 75% of the leases would be renewed while the remaining 25% would
vacate and a new tenancy secured. Applying these budgeted figures to the
renewal/vacation probability estimates results in the following overall blended
rate.

- --------------------------------------------------------------------------------
      New Tenancy                $20.00/sf x 25% probability =   $5.00/sf
      Renewal Tenancy            $ 5.00/sf x 75% probability =   $3.75/sf
      -------------------------------------------------------------------
      Overall Blended Rate/SF                                    $8.75/sf
- --------------------------------------------------------------------------------

For those spaces that have not been previously occupied (virgin space), a $30
shell improvement rate was projected upon initial occupancy.


- --------------------------------------------------------------------------------
                     GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 143
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

LEASING COMMISSIONS - OFFICE

Leasing commissions have been projected as follows:

- --------------------------------------------------------------------------------
      New Tenancy                $3.00/sf x 25% probability =   $0.75/sf
      Renewal Tenancy            $1.50/sf x 75% probability =   $1.13/sf
      -------------------------------------------------------------------
      Overall Blended Rate/SF                                   $1.88/sf
- --------------------------------------------------------------------------------

YIELD CAPITALIZATION ANALYSIS

In projecting the yield and terminal capitalization rate in this discounted cash
flow analysis, several factors have been considered. First, the demand for CBD
Office properties must be compared with the demand for other types of real
estate. As of the Third Quarter of 1996, the most recent survey date, demand for
this property type has been increasing as exhibited below:

      CURRENT INVESTMENT CONDITIONS
      BY PROPERTY TYPE
      -----------------------------------------------------------
                                       3RD QTR   3RD QTR  3RD QTR
      PROPERTY TYPE                     1996      1995     1994
      -----------------------------------------------------------
      1 Industrial - Warehouse           7.7       7.0      6.7
      2 Office - Suburban                7.2       6.9      5.6
      3 Apartment                        7.0       7.1      6.4
      4 Industrial - R&D                 6.5       5.6      4.5
      5 Hotel                            6.2       6.4      5.2
      6 Retail - neighborhood            5.8       6.4      6.0
      7 Office - CBD                     5.6       5.1      4.2
      8 Retail - Regional                5.3       5.6      6.2
      9 Retail - Power Center            4.6       6.5      6.3
      -----------------------------------------------------------
      Rated on a scale of 1 (very bad) to 10 (very good)
      -----------------------------------------------------------
      Source: Real Estate Research Corporation
      -----------------------------------------------------------

Real Estate Research Corporation also conducts quarterly investment surveys of
major institutional investors. Their survey includes the investors' objectives
with respect to Internal Rates of Return (IRR's), "going-in' and terminal
capitalization rates, income and expense growth projections, and demand by
property type. The survey findings are as follows:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
REAL ESTATE INVESTMENT CRITERIA      INDUSTRIAL                   RETAIL                        OFFICE          APARTMENT   HOTEL
BY PROPERTY TYPE                                       Regional   Power     Neighborhood/
THIRD QUARTER 1996*             Warehouse     R&D        Mall     Center     Community      CBD      Suburban   Apartment   Hotel
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>        <C>        <C>        <C>         <C>          <C>        <C>        <C>        <C>
Pre-Tax Yield (IRR)(%)
                      Range**   10.5-13.0  11.0-13.8  10.0-12.0  10.0-12.0   10.5-13.3    10.5-13.0  10.5-14.0  10.5-12.0  11.5-14.0
                      Average     11.3       11.8       11.0       11.3        11.5         11.8       11.9       11.2       12.8
- ------------------------------------------------------------------------------------------------------------------------------------
Going-In Cap Rate(%)
                      Range**   8.5-10.0   9.0-10.8    7.8-9.3   8.5-10.0    8.5-10.0     8.0-10.0   8.5-10.0   8.5-11.8   10.0-12.0
                      Average      9.1        9.6        8.3       9.5          9.5         9.2         9.2        9.1       10.6
- ------------------------------------------------------------------------------------------------------------------------------------
Terminal Cap Rate (%)
                      Range**   9.0-11.0   9.5-10.5    8.0-9.8   9.0-10.5    9.3-10.5     8.5-10.5   9.0-10.5   8.8-10.0   10.0-11.5
                      Average      9.3        9.8        9.0       9.9          9.7         9.7         9.6        9.3       10.9
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*     The survey was conducted in July, August and September of 1996 and
      reflects expected returns for Third quarter 1996 investments.
**    Ranges and other data reflect the central tendencies of respondents; high
      and low responses have been eliminated.
- --------------------------------------------------------------------------------
Source: Real Estate Research Corporation
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 144
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

YIELD CAPITALIZATION ANALYSIS (continued)

Based on the Third Quarter 1996 survey, yield rates for CBD Office properties
ranged from 10.5.0% to 13.0% with an average of 11.8%. Terminal capitalization
rates ranged from 8.5% to 10.5% with an average of 9.8%. Going-in capitalization
rates ranged from 8.5% to 10.0% with an average of 9.3%.

Appropriate Discount Rate - A discount rate is a rate of return on capital used
to convert future payments of receipts into present value. The rate of return
used to convert income into property value should represent the annual rate of
return necessary to attract investment capital. This rate needs to take into
account the relative risks associated with owning real estate versus other
investment options. This rate is influenced by many micro and macro economic
factors, but because the rate represents prospective and not historical rates,
the market's perception of risk and changes in purchasing power are particularly
important. Investors' surveys are one source for what buyers and sellers are
accepting in the current marketplace.

A search of the marketplace was conducted for recent sales. Several sales were
considered relevant and are outlined below:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
                                   Year                            Sale                Going-in
Sale No Property                   Built     Class     RA-sf       Date      Price/sf    Rate   Yield Rate
- -------------------------------------------------------------------------------------------------------------
    <S> <C>                     <C>            <C>  <C>           <C>       <C>         <C>     <C>
    1   First Bank Place           1992        A    1,415,554      8/95      $151.88     8.90%    11.00%

    2   LaSalle Plaza              1991        A      588,878     11/94      $123.96     8.90%    11.00%

    3   ITT Finance                1989        A      207,243      6/95      $112.91    12.61%      N/A

    4   ITT Life                   1987        A      251,015      6/96      $118.72     7.97%      N/A

    5   NFC Tower               1972/93,95     B      434,746      9/96       $98.91     9.00%      N/A

    7   Fifth Street Towers      1984/1988     A    1,022,292     12/96      $137.82     9.58%  11% to 11.25%

        Interchange Complex      1971/1982     B      932,867     12/96       $78.38     9.71%    11.00%
- -------------------------------------------------------------------------------------------------------------
</TABLE>

All of the above transactions are included in the Sales Comparison Approach.
With exception to Sale No.5, these sales represent newer, high quality Class A
CBD or Suburban office buildings. The Interchange office complex sale was
included given its recent sale date. This property is located approximately five
miles west of Downtown Minneapolis. The property sold for $73,120,000 in
December of 1996. All of the properties exhibited were at or near 100% occupancy
which is consistent with the subject. Sale Comparable Nos. 1, 2, and 7 were
accorded the most consideration given their Downtown location, age and size.
Yield rates for these three properties were consistently in the 11% range. For
this analysis, a range of from 10.75% to 11.25% was relied on.

Terminal Capitalization Rate - For this analysis a range of terminal
capitalization rates of from 9.0% to 9.5% was relied on. This range is
consistent with several recent sales as well as the most recent investor survey
data. The net operating income was capitalized by this range resulting in an
estimated reversionary value.


- --------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 145
- --------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- -------------------------------------------------------------------------------

YIELD CAPITALIZATION ANALYSIS (continued)

Gross sales proceeds are defined as expected selling price before all costs of
sale and commissions. Since the seller typically pays all of the sales
commissions, this amount will need to be deducted from the gross sales proceeds
to arrive at the net sales proceeds.

Sales Costs - An appropriate sales commissions rate for a property like the
subject would be approximately 1%.

A copy of the ten year cash flow projection is located on the following pages.


- -------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 146
- -------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- -------------------------------------------------------------------------------

GAVIIDAE I - SAKS FIFTH AVENUE

A stabilized expense estimate for the subject property has been developed based
on a review of each portion's actual expense history and in some cases, by
comparison to current market expenses for similar buildings. Historical income
and operating expenses for the retail component for the period 1993 through 1996
has been included on the following page. Stabilized expense estimates are also
included to the right of year-to-date activity.


- -------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 229
- -------------------------------------------------------------------------------
<PAGE>

INC0ME APPR0ACH
RETAIL EXPENSE ANALYSIS
GAVIIDAE I - SAKS FIFTH AVENUE
HIST0RICAL INC0ME AND EXPENSE PR0FILE

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
GAVIIDAE 1                                  1993                         1994                         1995               
INC0ME                                 $          $/SF              $           $/SF             $            $/SF   
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>              <C>          <C>              <C>          <C>              <C>  
NET RENT- 0FFICE                          $0       $0.00                $0       $0.00                $0       $0.00
NET RENT- RETAIL                  $1,734,461       $6.82        $1,590,387       $6.25        $1,001,925       $3.94
PERCENTAGE RENT                      $12,135       $0.05           $15,387       $0.06           $39,838       $0.16
0PERATING REIMB                   $1,075,660       $4.23        $1,298,933       $5.10          $919,772       $3.61
PR0PERTY TAX REIMB                  $762,943       $3.00          $860,488       $3.38          $513,195       $2.02
PARKING INC0ME                    $1,077,387       $4.23        $1,181,800       $4.64        $1,183,336       $4.65
$T0RAGE INC0ME                       $13,958       $0.05           $11,991       $0.05           $11,012       $0.04
MISCELLANE0US INC0ME                $500,875       $1.97          $354,536       $1.39              $668       $0.00

- ------------------------------------------------------------------------------------------------------------------------------------
T0TAL INC0ME                      $5,177,419      $20.35        $5,313,522      $20.88        $3,669,746      $14.42

REC0VERABLE EXPENSES
CLEANING                            $247,619       $0.97          $179,567       $0.71          $180,347       $0.71
ELECTRICAL MAINTENANCE                  $859       $0.00           $11,957       $0.05            $9,275       $0.04
PLUMBING MAINTENANCE                      $0       $0.00            $1,094       $0.00            $8,949       $0.04
HVAC                                $205,047       $0.81          $109,915       $0.43          $113,950       $0.45
ELEV. & ESCALAT0RS                   $96,671       $0.38           $60,041       $0.24           $67,597       $0.27
SECURITY AND SAFETY                 $269,412       $1.06          $216,276       $0.85          $192,168       $0.76
LANDSCAPING & GR0UNDS                $11,495       $0.05                $0       $0.00                $0       $0.00
GENERAL BLDG C0STS                  $340,453       $1.34          $400,054       $1.57          $463,683       $1.82
C0MM0N AREA C0STS                         $0       $0.00                $0       $0.00                $0       $0.00
REPAIRS AND MAINT                    $76,633       $0.30          $105,887       $0.42           $85,537       $0.34
L0ADING D0CK                          $5,254       $0.02           $21,407       $0.08            $4,044       $0.02
C0MM. CENTER                            $884       $0.00           $62,503       $0.25           $54,769       $0.22
ENERGY C0STS                        $230,272       $0.90          $197,555       $0.78          $230,949       $0.91
WATER AND SEWER                      $38,021       $0.15           $20,793       $0.08           $20,984       $0.08
ADMINISTRATI0N                      $566,816       $2.23          $224,667       $0.88          $178,591       $0.70
INSURANCE                            $16,308       $0.06           $16,146       $0.06           $55,149       $0.22
MANAGEMENT FEES                     $250,197       $0.98          $165,269       $0.65           $99,403       $0.39
REAL ESTATE TAXES/ASSMTS            $308,262       $1.21          $859,066       $3.38          $527,104       $2.07
0THER                                 $5,208       $0.02                $0       $0.00                $0       $0.00
- ------------------------------------------------------------------------------------------------------------------------------------
T0TAL REC0VERABLE EXPENSES        $2,669,411      $10.49        $2,652,197      $10.42        $2,292,499       $9.01

N0N-REC0VERABLE EXPENSES
PR0M0TI0NAL FUND                    $424,426       $1.67          $325,463       $1.28          $327,415       $1.29
ADMINISTRATI0N                            $0       $0.00                $0       $0.00                $0       $0.00
INSURANCE                                 $0       $0.00                $0       $0.00                $0       $0.00
MANAGMENT FEE                             $0       $0.00                $0       $0.00                $0       $0.00
0THER                                     $0       $0.00           $96,759       $0.38           $22,029       $0.09
LEGAL FEES                                $0       $0.00           $49,580       $0.19            $6,744       $0.03
PARKING                             $861,477       $3.39          $993,046       $3.90          $999,891       $3.93
GR0UND RENT                               $0       $0.00                $0       $0.00                $0       $0.00
BAD DEBT EXPENSE                          $0       $0.00          $123,369       $0.48                $0       $0.00
- ------------------------------------------------------------------------------------------------------------------------------------
T0TAL N0N-REC0VERABLE             $1,285,903       $5.05        $1,588,217       $6.24        $1,356,079       $5.33

- ------------------------------------------------------------------------------------------------------------------------------------
T0TAL EXPENSES                    $3,955,314      $15.54        $4,240,414      $16.66        $3,648,578      $14.34
- ------------------------------------------------------------------------------------------------------------------------------------
NET 0PERATING INC0ME              $1,222,105       $4.80        $1.073,108       $4.22           $21,168       $0.08
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
GAVIIDAE I                           1996                     Budget 1997            Stabilized               
INCOME                           $           $/SF          $             $/SF      $        $/SF    
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>            <C>         <C>             <C>        <C>             <C>  
NET RENT- 0FFICE                $60,816      $0.24         $77,339      $0.30
NET RENT- RETAIL               $992,689      $3.90      $1,010,161      $3.97
PERCENTAGE RENT                 $17,746      $0.07         $41,878      $0.16
0PERATING REIMB              $1,547,504      $6.08      $1,888,528      $7.42
PR0PERTY TAX REIMB             $808,033      $3.18        $924,529      $3.63
PARKING INC0ME               $1,332,847      $5.24      $1,419,362      $5.58
$T0RAGE INC0ME                  $11,639      $0.05         $12,000      $0.05
MISCELLANE0US INC0ME            $14,106      $0.06          $6,000      $0.02
- ------------------------------------------------------------------------------------------------------------------------------------
T0TAL INC0ME                 $4,785,380     $18.80      $5,379,797     $21.14

REC0VERABLE EXPENSES
CLEANING                       $251,185      $0.99        $316,228      $1.24       See breakdown of
ELECTRICAL MAINTENANCE          $12,889      $0.05         $13,800      $0.05       expense allocation
PLUMBING MAINTENANCE             $3,582      $0.01          $5,400      $0.02       between office and
HVAC                           $108,977      $0.43        $118,368      $0.47       retail components
ELEV. & ESCALAT0RS              $78,023      $0.31         $84,246      $0.33
SECURITY AND SAFETY            $132,531      $0.52        $140,218      $0.55
LANDSCAPING & GR0UNDS                $0      $0.00              $0      $0.00
GENERAL BLDG C0STS             $335,993      $1.32        $343,551      $1.35
C0MM0N AREA C0STS                    $0      $0.00              $0      $0.00
REPAIRS AND MAINT              $145,718      $0.57        $190,520      $0.75
L0ADING D0CK                    $52,985      $0.21         $58,056      $0.23
C0MM. CENTER                    $58,715      $0.23         $61,740      $0.24
ENERGY C0STS                   $224,955      $0.88        $246,654      $0.97
WATER AND SEWER                 $16,208      $0.06         $17,760      $0.07
ADMINISTRATI0N                 $161,599      $0.64         $10,406      $0.70
INSURANCE                       $17,124      $0.07         $17,297      $0.07
MANAGEMENT FEES                $137,157      $0.54        $157,254      $0.62         $99,080      $0.39
REAL ESTATE TAXES/ASSMTS       $939,025      $3.69        $966,638      $3.80      $1,148,574      $4.51
0THER                           $30,876      $0.12         $31,295      $0.12              $0      $0.00
- ------------------------------------------------------------------------------------------------------------------------------------
T0TAL REC0VERABLE EXPENSES   $2,707,542     $10.64      $2,946,431     $11.58      $1,247,654      $4.90

N0N-REC0VERABLE EXPENSES
PR0M0TI0NAL FUND               $307,002      $1.21        $190,857      $0.75        $125,000      $0.49
ADMINISTRATI0N                       $0      $0.00              $0      $0.00              $0      $0.00
INSURANCE                            $0      $0.00              $0      $0.00              $0      $0.00
MANAGMENT FEE                        $0      $0.00              $0      $0.00              $0      $0.00
0THER                           $14,082      $0.06          $8,600      $0.03         $12,724      $0.05
LEGAL FEES                       $3,917      $0.02          $7,200      $0.03         $10,000      $0.04
PARKING                      $1,059,273      $4.16      $1,101,597      $4.33        $890,000      $3.50
GR0UND RENT                          $0      $0.00              $0      $0.00              $0      $0.00
BAD DEBT EXPENSE                     $0      $0.00         $25,000      $0.10              $0      $0.00
- ------------------------------------------------------------------------------------------------------------------------------------
T0TAL N0N-REC0VERABLE        $1,384,274      $5.44      $1,333,254      $5.24      $1,037,724      $4.08
- ------------------------------------------------------------------------------------------------------------------------------------
T0TAL EXPENSES               $4,091,816     $16.08      $4,279,685     $16.82
- ------------------------------------------------------------------------------------------------------------------------------------
NET 0PERATING INC0ME           $693,564      $2.73      $1,100,112      $4.32   
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

INCOME APPROACH (continued)
- -------------------------------------------------------------------------------

EXPENSES - RETAIL

For the most part, expenses were stabilized based on historical operating
history. However, following National City Bank's occupancy in early 1996,
operating costs and recoveries have changed significantly. Costs are allocated
to five major components; Parking Ramp, Saks Fifth Avenue (anchor), National
City Bank office (levels 4 and 5), in-line retail (levels 1-3), and National
City Bank retail (levels 1-3). Given the size of the parking ramp (490
vehicles), a percent of the property's tax and assessment is first allocated to
the ramp with the remainder allocated to the remaining four components. The size
of each component is presented below:

                            Component                     GLA-sf
                            -------------------------------------
                            Saks                          118,338
                                  NCB Office       70,308
                                  NCB Retail       25,449
                                  Other retail     40,385
                            ------------------------------
                            In-line Retail               136,142
                            -------------------------------------
                            Total GLA                    254,480

EXPENSE RECOVERIES

A brief discussion of the various recoveries are outlined below:

Saks Fifth Avenue

In addition to a base rent of $200,000 per year or $1.69 per square foot, Saks
contributes to common area maintenance an amount equal to $1.00 per square foot
for the first live years of their lease. After the fifth year, the rate shall be
increased by the CPI. For this analysis. the 1997 budgeted figure of $158,172 or
$1.34 per square foot of GLA was relied on. This common area contribution is
applied to the general common area costs of the in-line retail component (levels
1-3), thereby reducing the expense burden for the in-line tenants. Saks does not
pay a management fee or assessments. They pay approximately 41% of the
development's tax based on the following formula:


- -------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 231
- -------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

EXPENSE RECOVERIES (continued)

<TABLE>
<CAPTION>
      1997 Tax and Assessment Calculation
      -------------------------------------------------------------------------------------
                                          Ramp         Saks          Retail         Total
      -------------------------------------------------------------------------------------
      <S>                              <C>          <C>           <C>           <C>           

      Allocated Improvement Value (1)  $3,000,000   $1,166,310      $863,690     $5,030,000
      Add: Allocated Land Value (2)        $0       $5,400,729    $5,569,271    $l0,970,000
      -------------------------------------------------------------------------------------
      Total                            $3,000,000   $6,567,039    $6,432,96l    $l6,000,000
      x Effective Tax Rate                 6.530%       6.530%        6.530%         6.530%
      -------------------------------------------------------------------------------------
      Allocated Taxes                    $195,903     $428,833      $420,078     $1,044,814
      Add Special Assessments (3)         $19,455                    $84,305       $103,760
      -------------------------------------------------------------------------------------
      Total Taxes and Assessments        $215,358     $428,833      $504,383     $l,148,574
      -------------------------------------------------------------------------------------

      (1) Value Allocation
      -------------------------------------------------------------------------------------
      Total Assessed Value                         $16,003,000
      Less: Land Value                             $10,970,000
      --------------------------------------------------------
      Improvement Value                             $5,430,000
      Less: Ramp Value per Assessor - Est.          $3,000,000
      --------------------------------------------------------
      Remainder Improvement Value (a)               $2,030,000
      
      -------------------------------------------------------------------------------------
                                       Original        % of       x Remainder    =Allocated
                                       Cost            Total      Value (a)      Imp. Value
      -------------------------------------------------------------------------------------
      Saks                             $6,569,010      57.5%      $2,030,000     $1,166,310
      Retail                           $4,864,563      42.5%      $2,030,000       $863,690
      -------------------------------------------------------------------------------------
      Total                           $11,433,573     100.0%                     $2,030,000
</TABLE>
<TABLE>
<CAPTION>
      (2) Land Value Allocation
      ----------------------------------------------------------------------------------------------------
                                                                                 x Assessed    = Allocated
                                          GLA          Total GLA     =Percent    Land Value     Land Value
      ----------------------------------------------------------------------------------------------------
      <S>                                 <C>          <C>            <C>       <C>            <C>        

      Saks                                118,338      240,369         49.2%    $10,970,000     $5,400,729
      Retail                              122,031      240,369         50.8%    $10,970,000     $5,569,271
      ----------------------------------------------------------------------------------------------------
      Totals (GLA prior to NCB)           240,369                     100.0%                   $10,970,000
      ----------------------------------------------------------------------------------------------------
</TABLE>

      (3) Special Assessments
      --------------------------------------------------------------------------
      Total Assessments                  $103,760
      Less: Ramp Share of Tax (a)           18.8%
      --------------------------------------------------------------------------
      Ramp Assessment                     $19,455
      Remainder to Retail                 $84,305
      (a)
      --------------------------------------------------------------------------
      Ramp Value                       $3,000,000
      / Total Value                   $16,000,000
      --------------------------------------------------------------------------
      Percent of Total                      18.8%
      --------------------------------------------------------------------------

In-Line Tenants

The standard recovery is outlined as follows:

           In-Line Tenants                                      Over       Gross
           Expense              Recovery   After                Area       Up to
           ---------------------------------------------------------------------
           Operating Expenses:  Pro-rata   Anchor Contribution  In-line    90%
                                           NCB Contribution     In-line    90%
           Real Estate Taxes:   see below                       In-line
           Special Assessments: see below                       In-line
           Management Fee:      4% of in-line & Sak's EGI       In-line


- -------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 232
- -------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

EXPENSE RECOVERIES (continued)

Saks CAM contribution ($158,000) and National City Bank's share of the common
area costs ($127,000) are credited to the In-line common area expense prior to
recovery. Real Estate Taxes and Assessments to the in-line area are based on the
following formula.

                          In-Line Tax & Assessment Calculation
- --------------------------------------------------------------------------------
                          Total Property Tax and Assessment  $1,148,574
                          Less. Parking Ramp Allocation        $215,358
- --------------------------------------------------------------------------------
                          Subtotal                             $933,216
                          / Area (Adj. Saks + Retail)           244,696
- --------------------------------------------------------------------------------
                          In-line tax per square foot             $3.81 
                          x In-Line area                         65,834 
- --------------------------------------------------------------------------------
                          In-line tax/assessment allocation    $251,076 
                          % of Total                              21.9%  
- --------------------------------------------------------------------------------

According to management, the adjusted GLA of 244,696 square feet does not
include 9,784 square feet of Saks' mezzanine space.

National City Bank - Office

National City Bank pays their pro-rata share of office related expenses. Since
they occupy 100% of the office floors, these expenses are fully recovered.
They pay a management fee of $0.60 per square foot growing at CPI and office
allocated real estate taxes and assessments based on the following formula:

      NCB's Tax Allocation calculation                                   
      --------------------------------------------------------------------------
                                                  $         % of Total          
      --------------------------------------------------------------------------
      Total Tax                              $1,044,814         100.0%          
      Less: Ramp Tax                           $195,903         18.75%          
      --------------------------------------------------------------------------
      Subtotal                                 $848,911         81.25%          
      /Adjusted GLA                             244,696                         
      --------------------------------------------------------------------------
      Office Rate/sf (floors 4-5)                  3.47         23.35%          
      Retail Rate/sf (floors 1-3)                  3.47         23.35%          
      --------------------------------------------------------------------------

      NCB's Assessment Allocation                              
      --------------------------------------------------------------------------
                                                  $         % of Total  
      --------------------------------------------------------------------------
      Total Assessment                         $103,760         100.0%  
      Less: Ramp Assessment                     $19,455         18.75%  
      --------------------------------------------------------------------------
      Subtotal                                  $84,305         81.25%  
      Divide GLA                                244,696                 
      --------------------------------------------------------------------------
      Office Rate/sf (floors 4-5)                  0.34         23.35%  
      Retail Rate/sf (floors 1-3)                  0.34         23.35%  
      --------------------------------------------------------------------------

National City Bank - Retail

This recovery is identical to the in-line recovery except that the management
fee is $0.60 per square foot and the taxes and assessments are based on the
National City Bank formula. The owner can gross up the operating expenses by the
greater of 95% or the occupied area.

A breakdown of the stabilized expense estimates by component is offered on the
following page:


- -------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 233 
- -------------------------------------------------------------------------------
<PAGE>

- --------------------------------------------------------------------------------
INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

EXPENSE RECOVERIES (continued)

<TABLE>
<CAPTION>
1997 PROJECTED EXPENSES
- ------------------------------------------------------------------------------------------------------------------------------------
                            NCB            NCB              In-Line
EXPENSE                    Office         Retail             Retail       Saks                       Notes
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>        <C>                 <C>            <C>        <C>    

CLEANING                 $106,596    IN-LINE RECOVERY      $156,592
ELECTRICAL MAINTENANCE      $0       IN-LINE RECOVERY       $13,800
PLUMBING MAINTENANCE       $2,400    IN-LINE RECOVERY        $3,000
HVAC                      $44,076    IN-LINE RECOVERY       $64,572
ELEV. & ESCALATORS        $42,462    IN-LINE RECOVERY       $41,784
SECURITY AND SAFETY       $15,540    IN-LINE RECOVERY      $124,678
LANDSCAPING & GROUNDS       $0       IN-LINE RECOVERY         $0
GENERAL BLDG COSTS        $25,956    IN-LINE RECOVERY      $316,095
COMMON AREA COSTS        $127,578    IN-LINE RECOVERY      
  Saks Contribution                                                        
  to retail                                               ($158,172)    $158,172   Saks CAM Contribution is $158,172 for 1997 
  NCB Office                                                                    
  Contribution to retail                                  ($127,578)               NCB's 15% share of CAM is credited to in-line
                                                                                   retail
REPAIRS AND MAINT.       $48,568     IN-LINE RECOVERY      $141,934                
LOADING DOCK             $30,192     IN-LINE RECOVERY       $27,864
COMM. CENTER             $29,028     IN-LINE RECOVERY       $32,712
ENERGY COSTS             $75,080     IN-LINE RECOVERY      $139,377
WATER AND SEWER           $3,000     IN-LINE RECOVERY        $3,600
ADMINISTRATION           $42,170     IN-LINE RECOVERY      $135,236
INSURANCE                 $9,843     IN-LINE RECOVERY       $19,092
MANAGEMENT FEES          $42,185        $15,269          4% on all GLA             NCB pays mgmt fee of $0.60/sf growing at CPI 
REAL ESTATE TAXES       $213,033        $77,110            $365,211     $375,627   See Calculation
SPECIAL ASSESSMENTS      $23,905         $8,653             $84,305        $0      See Calculation
- ------------------------------------------------------------------------------------------------------------------------------------
AFFECTED AREA-SF          70,308         25,449              65,834      118,338
                        Floors 4-5     Floors 1-3          Floors 1-3      Saks
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

For this exercise, no operating cost recoveries were grossed up. Given the
number of tenants on percentage rent only deals, and the extraordinarily high
operating costs at the property, any additional expense burden was considered
counter-productive.

Several expense items require additional attention including insurance,
promotion, taxes and management fees. According to the property manager,
Brookfield maintains a master insurance policy that includes both Gaviidae
developments, the Dain Bosworth Office tower, the City Center Development as
well as other property they own. The premium rates are below market. For this
exercise, the in-line retail insurance premium was estimated at $0.29 per square
foot of leasable area based on the median costs reported by Dollars and Cents of
Shopping Centers-1995. The office premium was estimated at $0.14 per square
foot based on the median costs reported by IREM.


- -------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 234
- -------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------
EXPENSE RECOVERIES (continued)

A management fee equal to 4% of effective gross income was considered reasonable
based on discussions with two firms specializing in retail property management.
Both felt that a lower fee would generally be warranted if the properties were
performing well. However, with a number of percentage rent only deals, total
gross income will be lower. As such, a slightly higher management fee is
projected. This fee structure assumes that all other costs (administrative and
management) would be passed back to the property, not deducted from the
management fee.

Due to the complicated recovery structure, a management fee (based on a percent
of EGI) could not be applied using the Argus Financial Software program for the
discounted cash flow model. According to Argus technical support staff, a
percent based management fee is applied to all revenues and recoveries. Certain
tenants or groups of tenants cannot be omitted. As such, the inline management
fee cannot be calculated in this manner or it would include a management fee on
National City Bank revenue. For this exercise, a management fee of $1.50 per
square foot was relied on. This represents approximately 4% of effective gross
income (not including National City Bank). This was applied only to the in-line
tenant area.

Brookfield has budgeted $380,000 for promotion and marketing in 1997. Each
Gaviidae property is allocated approximately $190,000. This covers the landlord
incurred costs of marketing, promotion and advertising. The costs equate to
approximately $1.40 per square foot on Gaviidae I and $2.73 per square foot on
Gaviidae II (in-line area only). In addition to advertising, television, and
radio promotion, the costs also cover 2.5 on-site employees plus an allocation
of the promotion manager's compensation. Historical costs are outlined below:

                              1994       1995       1996        Budget 1997
       --------------------------------------------------------------------
       Gaviidae I           $325,463   $327,415   $307,002        $190,857
       Gaviidae II          $264,590   $167,309   $286,156        $189,147
       --------------------------------------------------------------------
       Total Promotion      $590,053   $494,724   $593,158        $380,004
       Total Cost/sf           $2.87      $2.40      $2.88           $1.85
       --------------------------------------------------------------------

It should be noted that very few tenants contribute to the promotional fund.
From discussions with other retail owners and managers, this is becoming more
commonplace. Many of the national or large regional tenants don't want to
participate in the fund given that they already have their own advertising
campaign. One person who is familiar with the property felt that a reasonable
promotional budget should be in the $0.50 per square foot range. He speculated
that with many tenants likely on percentage rent only deals, no amount of
promotional spending will likely increase sales. This is particularly the case
in Downtown Minneapolis where virtually all sales are generated during the
weekdays.

With essentially only two levels of retail space at Gaviidae I, promotional
expenses were stabilized at $125,000. For Gaviidae II, a figure of $15O,000 was
relied on.

Based on the Income Approach to value estimate of $12,000,000, the subject's
assessed value is considered above market. As of January 2, 1996 and January 2,
1997, the subject's assessed value has remained at S16,000,000. According to
Brookfield, a protest will be filed on the January 2, 1996 assessment by March
15, 1997.


- -------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 235
- -------------------------------------------------------------------------------
<PAGE>

- --------------------------------------------------------------------------------
INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

EXPENSE RECOVERIES (continued)

Because the Final Market Value Estimate of the subject property, as arrived at
in this report, is lower than the assessed market value, an adjustment to the
value and subsequent tax payments must be made. A prospective buyer would
anticipate a value and tax decrease somewhere between the assessed market value
and the purchase price. Assuming a market value indication from the Income
Approach of $12,000,000, the subject property is over valued for tax purposes as
of the January 2, 1997 assessor's value estimate. The market value estimate
presumes a sale as of March 1, 1997. If this were to occur, the buyer or seller
would be required to file a Certificate of Real Estate Value divulging the sales
price and terms of the transaction. This information is public data and is used
by the assessor in tracking values. It is very likely that the assessor would
react to the sale by increasing the assessed value to a point near the sale
price. This would most likely establish the value as of January 2, 1998.

Over the last several years, local assessors have come under pressure to keep
assessed values between 90% and 100% of market value. This is due in part to the
state sales ratio guideline which requires overall values to be in line with the
market and the fact that most urban municipalities have an eroding
commercial/industrial base.

For this analysis, a stabilized assessed value of $12,500,000 was relied on.
This is slightly above the Income Approach value estimate and slightly below the
last negotiated settlement of $12,800,000 for taxes payable in 1996. For this
exercise, the 1997 estimated tax of $1,044,814 was relied on for taxes payable
in 1997. For taxes payable in 1998, this figure was increased by 3.5%. Based on
the revised assessed value estimate in 1998, taxes payable in 1999 were
estimated at $874,399.

YIELD CAPITALIZATION ANALYSIS

Several factors were considered in arriving at an appropriate range in yield
rates. First, the subject property is one of the best located developments in
the market. The property is positioned at the 100% corner of South 7th Street
and the Nicollet Mall. Second, the property is improved with a 490 stall
subterranean parking ramp with a projected 1997 NOI of approximately $720,000
(70% of total lst year NOI). The ramp is well occupied and commands some of the
highest monthly and transient rates in the Downtown market. Third, National City
Bank, a strong local credit tenant, occupies over 95,000 square feet of office
and retail space through March, 2006. The tenant's contract rate is below market
and the overall risk in subsequent turnover is considered very low. Fourth,
despite under-performance relative to other Saks locations, the tenant has
experienced several years of increasing sales. On an overall basis, the
possibility of future upside exists should the retail market rebound. Given
these factors, a discount rate in the 12% to 14% range is considered reasonable.

Terminal Capitalization Rate - For this analysis a range of terminal
capitalization rates of from 11.0% to 12.0% was relied on. The net operating
income was capitalized by this range resulting in an estimated reversionary
value.


- -------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 236
- -------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

YlELD CAPITALIZATION ANALYSIS (continued)

Gross sales proceeds are defined as expected selling price before all costs of
sale and commissions. Since the seller typically pays all of the sales
commissions, this amount will need to be deducted from the gross sales proceeds
to arrive at the net sales proceeds.

Sales Costs - A 1% sales commission was relied on which is consistent with the
office tower. A copy of the ten year cash flow projection is located on the
following pages.


- -------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 237
- -------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

YIELD CAPITALIZATION ANALYSIS (Continued)

- --------------------------------------------------------------------------------
        GAVIIDAE I - SAKS FIFTH AVENUE                                          
        DISCOUNTED CASH FLOW ANALYSIS
- --------------------------------------------------------------------------------
        INDICATED VALUE:                    $12,131,239
        DIVIDE RENTABLE AREA-SF                 254,480
- --------------------------------------------------------------------------------
        INDICATED VALUE PER SQUARE FOOT:         $47.67
        GOING IN CAPITALIZATION RATE:             9.02%
        TERMINAL CAP RATE:                       11.00%
        DISCOUNT RATE:                           13.00%
        COSTS OF SALE:                            -1.0%
        PRESENT VALUE OF CASH FLOW:          $7,205,593
           % OF NPV                              59.40%
        PRESENT VALUE OF RESIDENTIAL:        $4,925,646
           % OF NPV                              40.60%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                             =CASH FLOW      X             =
    YEAR        CASH FLOW   REVERSION(1)     REVERSION    PV FACTOR     SUBTOTAL
                                            
       1       $1,330,912            $0      $1,330,912     0.88      $1,177,798
       2       $1,261,730            $0      $1,261,730     0.78        $988,120
       3       $1,446,114            $0      $1,446,114     0.69      $1,002,230
       4         $977,479            $0        $977,479     0.61        $599,506
       5       $1,615,278            $0      $1,615,278     0.54        $876,708
       6       $1,641,278            $0      $1,641,278     0.45        $788,336
       7       $1,598,634            $0      $1,598,634     0.43        $679,516
       8       $1,452,280            $O      $1,452,280     0.38        $546,289
       9       $1,500,860            $0      $1,500,860     0.33        $499,614
      10         $161,155   $16,720,438     $16,881,596     0.29      $4,973,122
- --------------------------------------------------------------------------------
    NET PRESENT VALUE                                                $12,131,239
                                                           
   (1)
    AVG. NET OPERATING INCOME-YR 9-13        $1,873,466
    DIVIDE TERMINAL CAPITALIZATION RATE   /      11.00%
- --------------------------------------------------------------------------------
    REVERSIONARY SALE PROCEEDS              $17,031,513
    LESS: 11TH YEAR TENANT IMPROVEMENTS       ($116,843)
    LESS: 11TH YEAR COMMISSIONS/RESERVE        ($25,338)
- --------------------------------------------------------------------------------
    SUBTOTAL                                $16,889,332
    LESS: COSTS OF SALE                       ($168,893)
- --------------------------------------------------------------------------------
    NET REVERSIONARY PROCEEDS               $16,720,438


- -------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 239
- -------------------------------------------------------------------------------
<PAGE>

INCOME APPROACH (continued)
- --------------------------------------------------------------------------------

YIELD CAPITALIZATION ANALYSIS (continued)

The following pricing matrix has been calculated based on the discounted cash
flow model found on the preceding page. The matrix displays the range of net
present value as a function of both the yield rate or internal rate of return
and the terminal capitalization rate.


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
                          TERMINAL CAPITALIZATION RATES
                     10.00%         10.50%         11.00%        11.50%         12.00%
- ----------------------------------------------------------------------------------------
<S>  <C>          <C>            <C>            <C>           <C>            <C>

I    12.00%       $13,421,979    $13,137,610    $12,879,093   $12,643,056    $12,426,689
R
R    12.50%       $13,016,573    $12,744,594    $12,497,339   $12,271,585    $12,064,644

R    13.00%       $12,627,950    $12,367,768    $12,131,239   $11,915,278    $11,717,313
A
T    13.50%       $12,255,302    $12,O06,357    $11,780,044   $11,573,409    $11,383,995
E
S    14.00%       $11,897,864    $11,659,625    $11,443,044   $11,245,296    $11,064,027
- ----------------------------------------------------------------------------------------
</TABLE>

================================================================================
           Estimated Market Value                                            
           by Yield Capitalization,            $12,000,000
================================================================================


- -------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 240
- -------------------------------------------------------------------------------
<PAGE>

SUMMARY AND CONCLUSIONS
- --------------------------------------------------------------------------------

The appraisers are aware of Standard Rule 1-4E of the Uniform Standards of
Professional Appraisal Practice which states, ". . . an appraiser must consider
and analyze the effect on value, if any, of the assemblage of various estates or
component parts of a property and refrain from estimating the value of the whole
solely by adding together the individual values of the various estates or
component parts". It should be noted that the sum of the parts does not
necessarily equal the whole. However, both portions of the subject properties
are owned and controlled by Brookfield interests, and it is believed that
prudent ownership would most probably dictate they be marketed as one conjoined
property. Most buyers would therefore also probably add the separate component
values or prices together in formulating a purchase decision and offer.
Individual valuations of the two Gaviidae segments were necessary given the
physical separation and the established expense reimbursement formulas. Despite
the fact that Gaviidae I and Gaviidae II/Dain Plaza are separate properties,
they operate synergistically with each other from both a management and leasing
standpoint. Following the National City Bank build-out, several Gaviidae I
tenants moved or were relocated to Gaviidae II. The department stores also serve
as the anchors to both in-line retail components. As such, it is our opinion
that individual market values should be added together to arrive at a total
property value.

Given the degree of obsolescence present in each development, the Cost Approach
value estimates were given very little weight in arriving at an individual
property value estimate. The Office Sales Comparison Approach value estimate of
S85,O0O,OOO supports the $87,OOO,0OO value estimate arrived at in the Income
Approach. For the subject properties, the Income Approach to value was given the
greatest consideration. The Income Approach considers each property as a capital
investment from which a desired return of money in the form of both capital
recapture and interest, or profit, is expected. It is the basis upon which
investors place greatest emphasis as they make deliberate decisions to buy or
sell real estate in the everyday marketplace. It is the property's ability to
generate and return a specific desired income level that is more often than not
the critical factor in determining its value in the open market. Based on the
Final Value Estimates arrived at in the Income Approach sections of this report,
a total market value of $98,000,000 has been estimated for both developments
based on the following allocations:

             Component                                 $
- --------------------------------------------------------------------------------
             Dain Plaza - Gaviidae II             $86,000,000
             Gaviidae I - Saks                    $12,000,000
- --------------------------------------------------------------------------------
             Total Estimated Market Value         $98,000,000

From this evidence and reasoning then, it is the appraisers' opinion that the
market evidence best substantiates a Market Value for the Gaviidae I and
Gaviidae II/Dain Plaza developments as of March 1, 1997 of:

                          NINETY EIGHT MILLION DOLLARS

                                   $98,000,000
                                   ===========


- -------------------------------------------------------------------------------
                      GAVIIDAE I AND DAIN PLAZA/GAVIIDAE II
                  LUNZ MASSOPUST REID DeCASTER & LAMMERS, INC.
                                    PAGE 241
- -------------------------------------------------------------------------------



                               COMPLETE APPRAISAL
                                TRANSMITTED IN A
                         SELF-CONTAINED APPRAISAL REPORT
                                     C97-604

                                       OF

                             THE NOB HILL APARTMENTS
                                   LOCATED AT
                              5410 NORTH BRAESWOOD
                          HOUSTON, HARRIS COUNTY, TEXAS

                                       FOR

                                MR. ERNIE IRIARTE
                                 VICE PRESIDENT
                               L. J. MELODY & CO.
                        4675 MACARTHUR COURT, SUITE 1425
                         NEWPORT BEACH, CALIFORNIA 92660

                                       BY

                  PATRICK O'CONNOR AND ASSOCIATES, INCORPORATED
                         D.B.A. O'CONNOR AND ASSOCIATES
                         2000 NORTH LOOP WEST, SUITE 110
                              HOUSTON, TEXAS 77018
                                 (713) 686-9955

                         EFFECTIVE DATE OF THE APPRAISAL

                                 AUGUST 7, 1997
<PAGE>

                              Letter of Transmittal
                                Executive Summary
                                Table of Contents
<PAGE>

                       [O'Connor & Associates Letterhead]

                                 August 12, 1997

Mr. Ernie Iriarte
Vice President
L. J. Melody & Company
4675 MacArthur Court, Suite 1425
Newport Beach, California  92660

Reference:  The Nob Hill Apartments, encompassing a total of +/-38.1796 acres
            (+/-1,663,103 square feet) of land and 1,326 apartment units located
            at the intersection of North Braeswood Boulevard and Burdine Drive.
            The subject property has a primary physical address of 5410 North
            Braeswood, Houston, Harris County, Texas. (Key Map: 531-T)

Dear Mr. Iriarte:

At your request, we have prepared a complete appraisal for the purpose of
estimating the "As Is" Market Value of the Fee Simple Estate (subject to short
term leases) in the above referenced property.

The value estimate concluded to herein is subject to the assumptions and
contingent and limiting conditions contained within both the body of this
self-contained appraisal report and the addenda. The effective date of this
appraisal is August 7, 1997, which is the date of our final physical inspection
of the property.

Inspection of the property, and the analyses that form the basis for our value
conclusions were made by the undersigned. This report has been prepared in
compliance with the Code of Professional Ethics of the Appraisal Institute and
the Uniform Standards of Professional Appraisal Practice (USPAP).
<PAGE>

Mr. Ernie Iriarte
August 12, 1997
Page 2

O'Connor and Associates is a professional real estate appraisal and consulting
firm, providing service to a variety of corporate, institutional, governmental
and private clientele. In the past twelve (12) months our firm has completed
numerous valuation assignments involving similarly improved properties.

We are not qualified to detect or identify hazardous substances which may, or
may not be present on, in, or near this property. The presence of hazardous
materials may negatively affect value. We have valued the subject property as
though free of hazardous materials. We urge the user of this report to obtain
the services of a specialist for the purpose of conducting an environmental
audit to ensure that the subject property is free of hazardous materials.

Based on our investigation of the available market data, including sales of
similar properties (see Sales Comparison Approach-Improved) and conversations
with brokers and individuals active in the local area, the time that would be
required to effectively expose the subject property to the market is estimated
to be twelve (12) months. Attached is our self-contained appraisal report which
describes the investigation and analyses undertaken in arriving at our value
estimate. As such, the "As Is" Market Value of the subject property, as of
August 7, 1997, is as follows:

                FORTY-FIVE MILLION THREE HUNDRED THOUSAND DOLLARS
                                   $45,300,000

Respectfully submitted,

O'CONNOR & ASSOCIATES


/s/ Ross P. Welshimer                     /s/ Patrick C. O'Connor
- --------------------------                -------------------------------
Ross P. Welshimer                         Patrick C. O'Connor, MAI
State Certified Real Estate Appraiser     State Certified Real Estate Appraiser
TX-1324328-G                              TX-1321378-G


/s/ W. F. Trotter, Jr.
- --------------------------
W. F. Trotter, Jr.
State Certified Real Estate Appraiser
TX-1322606-G
Associate Member of the Appraisal Institute
<PAGE>

                                TABLE OF CONTENTS

        I. PREFACE

           Title Page                                                        I

           Letter of Transmittal                                            II

           Table of Contents                                                IV

           Certification of Appraisal                                       VI

           Assumptions and Limiting Conditions                            VIII

           Summarization of Important Data and Conclusions                 XII

       II. METHODOLOGY AND PROCEDURES IN THE APPRAISAL PROCESS

           The Appraisal Process                                             1

      III. DESCRIPTIONS, ANALYSES, & CONCLUSIONS                            11

           Definitions of Value                                             11

           Purpose of Appraisal                                             14

           Use of Appraisal                                                 14

           Effective Date of Appraisal                                      15

           Appraisal Development and Reporting Process                      15

           Legal Description                                                16

           Ownership History                                                16

           Houston Area Data                                                17

           Neighborhood Data                                                36

           Site Data                                                        46

           Improvement Data                                                 53

           Property Taxes                                                   63

           Zoning and Restrictions                                          65

           Apartment Market Analysis                                        66

           Highest and Best Use Analysis                                    81


C97-604                      O'Connor & Associates                          IV
<PAGE>

                                TABLE OF CONTENTS

        B. SALES COMPARISON APPROACH-LAND VALUATION                         88

           Comparable Land Sales                                            89

           Analysis of Comparable Land Sales                                94

           Land Grid Analysis                                               98

           Final Estimate of Land Value                                     99

           COST APPROACH TO VALUE                                          100

           Estimate of Replacement Cost New                                103

           Depreciation                                                    104

           Final Estimate of Value via the Cost Approach to Value          108

           SALES COMPARISON APPROACH                                       109

           Comparable Improved Sales                                       110

           Analysis of Improved Sales                                      125

           Final Estimate of Value via the Sales Comparison Approach       133

           INCOME APPROACH TO VALUE                                        134

           Rent Comparables                                                138

           Estimate of Market Rent                                         153

           Expense Analysis                                                169

           Net Operating Income                                            174

           Direct Capitalization                                           175

           Effective Gross Income Multiplier Analysis                      180

           Discounted Cash Flow Analysis                                   182

           Final Estimate of Value via the Income Approach                 191

           RECONCILIATION AND FINAL VALUE ESTIMATE                         192

           EXHIBITS


C97-604                      O'Connor & Associates                          V
<PAGE>

                           CERTIFICATION OF APPRAISAL

We certify that, to the best of our knowledge and belief, ...

(1)   The statements of fact contained in this report, upon which the analysis,
      opinions and conclusions expressed herein are based, are true and correct.

(2)   The reported analyses, opinions and conclusions are limited only by the
      reported assumptions and limiting conditions, and are our personal,
      unbiased professional analyses, opinions and conclusions.

(3)   We have no present or prospective interest in the property that is the
      subject of this appraisal report, and we have no personal interest or bias
      with respect to the parties involved.

(4)   Our compensation is not contingent on an action or event resulting from
      the analyses, opinions, or conclusions in, or use of, this report; our
      compensation is not contingent upon a predetermined value, or direction in
      value, or finding that favors the cause of the client, the amount of value
      estimate, the attainment of a stipulated result, or the occurrence of a
      subsequent event.

(5)   Our analyses, opinions, and conclusions were developed, and this report
      has been prepared, in conformity with the Uniform Standards of
      Professional Appraisal Practice as promulgated by the Appraisal Institute,
      and the Code of Professional Ethics of the Appraisal Institute.

(6)   The use of this report is subject to the requirements of the Appraisal
      Institute relating to review by their duly authorized representatives.

(7)   Ross P. Welshimer has performed an interior and exterior inspection of the
      subject property. W. F. Trotter, Jr. and Patrick C. O'Connor, MAI have
      performed exterior inspections of the subject property.

(8)   No one provided significant professional assistance to the persons signing
      this report.

(9)   This assignment was not based upon a requested minimum value, a specific
      valuation, or the approval of a loan.

(10)  Patrick O'Connor is an MAI Member of the Appraisal Institute. Ross P.
      Welshimer and W. F. Trotter, Jr. are Associate Members of the Appraisal
      Institute. The bylaws and regulations of the Institute require each member
      to control the use and distribution of each report signed by such member.


C97-604                      O'Connor & Associates                          VI
<PAGE>

(11)  The use of this report is subject to the requirements of the Appraisal
      Institute relating to review by its duly authorized representatives.

(12)  As of the date of appraisal, Patrick C. O'Connor, MAI has completed the
      requirements under the continuing education program of the Appraisal
      Institute.

Based on the preceding investigations and the analyses of the subject property,
and subject to the attached definitions, assumptions, and limiting conditions,
it is our opinion that as of the effective date of this appraisal, the "As Is"
Market Value of the subject property, as of August 7, 1997 is as follows:

                FORTY-FIVE MILLION THREE HUNDRED THOUSAND DOLLARS
                                   $45,300,000

Respectfully submitted,

O'CONNOR & ASSOCIATES


/s/ Ross P. Welshimer                     /s/ Patrick C. O'Connor
- --------------------------                -------------------------------
Ross P. Welshimer                         Patrick C. O'Connor, MAI
State Certified Real Estate Appraiser     State Certified Real Estate Appraiser
TX-1324328-G                              TX-1321378-G


/s/ W. F. Trotter, Jr.
- --------------------------
W. F. Trotter, Jr.
State Certified Real Estate Appraiser
TX-1322606-G
Associate Member of the Appraisal Institute


C97-604                      O'Connor & Associates                          VII
<PAGE>

                       ASSUMPTIONS AND LIMITING CONDITIONS

This appraisal is subject to the following assumptions and limiting conditions:

1)    No survey of the subject property was undertaken and the appraiser(s)
      assume no responsibility associated with such matters.

2)    The value estimate assumes responsible ownership and competent management.
      The subject property is assumed to be free and clear of all liens, except
      as may be otherwise herein described. No responsibility is assumed by the
      appraiser(s) for matters legal in character, nor is any opinion on the
      title rendered, which is assumed to be good and marketable.

3)    The information contained herein has been gathered from sources deemed to
      be reliable, but the appraiser(s) assume no responsibility for its
      accuracy. Correctness of estimates, opinions, dimensions, sketches and
      other exhibits which have been furnished and have been used in this report
      are not guaranteed.

4)    The value estimate rendered herein is considered reliable and valid only
      as of the date of the appraisal, due to rapid changes in the external
      factors that can significantly affect the property value. The final
      estimate of market value is expressed in terms of the current purchasing
      power of the dollar.

5)    Any leases, agreements or other written or verbal representations and/or
      communications and information received by the appraiser(s) have been
      reasonably relied upon in good faith but have not been analyzed for their
      legal implications. We urge and caution the user of this report to obtain
      legal counsel of his/her own choice to review the legal and factual
      matters, and to verify and analyze the underlying facts and merits of any
      investment decision in a reasonably prudent manner.

6)    Appraiser(s) assume no responsibility for any hidden agreements known as
      "side letters", which may or may not exist relative to this property,
      which have not been made known to us, unless specifically acknowledged
      within this report.

7)    This report is to be used in whole, and not in part. Any separate
      valuation for land and improvements shall not be used in conjunction with
      any other appraisal and is invalid if so used. Possession of this report
      or any copy thereof does not carry with it the right of publication nor
      may the same be used for any purpose by anyone but the client without the
      previous written consent of the appraiser(s), and in any event, only in it
      entirety.

8)    The appraiser(s), by reason of this report, are not required to give
      testimony in court with reference to the property appraised unless notice
      and proper arrangements have been previously made therefore.


C97-604                      O'Connor & Associates                         VIII
<PAGE>

Assumptions and Limiting Conditions - Continued

 9)   Neither all nor any part of the contents of this report shall be conveyed
      to the public through advertising, public relations, news, sales or other
      media without prior written consent and approval of the author.

10)   No subsoil data or analysis based on engineering core borings or other
      tests were furnished to us. We have assumed that there are no subsoil
      defects present that would impair development of the land to its maximum
      permitted use, or would render it more or less valuable. No responsibility
      is assumed for engineering which might be required to discover such
      factors.

11)   The construction and physical condition of the improvements described
      herein are based on visual inspection. No liability is assumed by the
      appraiser(s) for the soundness of structural members since no engineering
      tests were conducted. No liability is assumed for the condition or
      adequacy of mechanical equipment, plumbing or electrical components. No
      responsibility is assumed for engineering which might be required to
      discover such factors. We urge the user of this report to retain an expert
      in this field.

12)   Unless otherwise stated in this report, the existence of hazardous
      substances, including without limitation asbestos, polychlorinated
      byphenyls, petroleum leakage, or agricultural chemicals, which may or may
      not be present in or on the property, or other environmental conditions
      were not called to the attention of the appraiser(s) nor did the
      appraiser(s) become aware of such during the appraiser(s) inspection. The
      appraiser(s) have no knowledge of the existence of such materials on or in
      the property unless otherwise stated. The appraiser(s), however, are not
      qualified to test such substances or conditions. If the presence of such
      substances as asbestos, urea formaldehyde, foam insulation or other
      hazardous substance or environmental conditions may affect the value of
      the property, the value estimate is predicated on the assumption that
      there is no such condition on or in the property or in such proximity
      thereto as to cause a loss in value. No responsibility is assumed for any
      such conditions, nor for any expertise or engineering knowledge required
      to detect or discover them. We urge the user of this report to retain an
      expert in the field of environmental impacts on real estate if so desired.

13)   The projections of income, expenses, terminal values or future sales
      prices are not predictions of the future, rather, they are the best
      estimate of current market thinking of what future trends will be. No
      warranty or representation is made that these projections will
      materialize. The real estate market is constantly changing. It is not the
      task of the appraiser(s) to estimate the conditions of a future real
      estate market, but rather to reflect what the investment community
      envisions for the future, and upon what assumptions of the future
      investment decisions are based.


C97-604                      O'Connor & Associates                          IX
<PAGE>

Assumptions and Limiting Conditions - Continued

14)   The client or user of this report agrees to notify the appraiser(s) of any
      error, omission or inaccurate date contained in the report within 15 days
      of receipt, and return the report and all copies thereof to the
      appraiser(s) for correction prior to any use.

15)   The acceptance of this report, and its subsequent use by the client or any
      other party in any manner whatsoever for any purpose, is acknowledgement
      by the user that the report has been read and understood, and specifically
      agrees that the data and analyses, to their knowledge, are correct and
      acceptable.

16)   The appraisal assignment was not based upon a requested minimum valuation,
      a specific valuation, or the approval of a loan.

17)   We have not made a specific compliance survey to determine if the subject
      property is in compliance with the American Disabilities Act (ADA). It is
      possible that compliance survey of the subject property, together with a
      detailed analysis of the requirements of the ADA could reveal that the
      subject property is not in compliance with the Act. If so, this could have
      a negative effect upon the value of the subject property. Since we do not
      have any direct evidence relating to this issue, we did not consider
      possible noncompliance with the requirements of the ADA in estimating the
      value of the subject property.


C97-604                      O'Connor & Associates                          X
<PAGE>

                            ENVIRONMENTAL ASSUMPTIONS

This appraisal is subject to the following environmental assumptions:

 1)   There is a safe, lead-free, adequate supply of drinking water.

 2)   The subject property is free of soil contamination.

 3)   There is no  uncontaminated  friable  asbestos or other  hazardous
      asbestos material on the property.

 4)   There are no uncontaminated PCB's on or near the property.

 5)   The radon level is at or below EPA recommended levels.

 6)   Any functioning underground storage tanks (UST's) are not leaking and are
      properly registered; any abandoned UST's are free from contamination and
      were properly drained, filled and sealed.

 7)   There are no hazardous waste sites on or near the subject property that
      negatively affect the value and/or safety of the property.

 8)   There is no significant UREA formaldehyde (UFFI) insulation or other UREA
      formaldehyde material on the property.

 9)   There is no flaking or peeling of lead-based paint on the property.

10)   The property is free of air pollution.

11)   There are no wetlands/flood plains on the property.

12)   There are no other miscellaneous hazardous substances and/or detrimental
      environmental conditions on or in the area of the site (excess noise,
      radiation, light pollution, magnetic radiation, acid mine drainage,
      agricultural pollution, waste heat, miscellaneous chemical, infectious
      medical wastes, pesticides, herbicides, and the like).


C97-604                      O'Connor & Associates                          XI
<PAGE>

SUMMARY OF SALIENT FACTS AND CONCLUSIONS

      Property Name:                Nob Hill Apartments

      Tax I.D. #'s:                 041-088-000-0003; 041-088-000-0004;
                                    041-088-000-0005; 041-088-000-0010;
                                    041-088-000-0016; 041-088-000-0017;
                                    041-088-000-0019

      Key Map:                      531-T

      Location:                     The subject property is located at the
                                    intersection of North Braeswood Boulevard
                                    and Burdine Drive. The subject property has
                                    a primary physical address of 5410 North
                                    Braeswood, Houston, Harris County, Texas.
                                    Additionally, the property fronts
                                    Braesvalley Drive and Braesmont Drive.

      Purpose of Appraisal:         To estimate the "As Is" Market Value of the
                                    Fee Simple Estate, subject to assumptions
                                    and limiting conditions listed herein.

      Property Rights Appraised:    Fee Simple Estate, subject to short term
                                    leases.

      Land Size:                    Three irregularly shaped tracts containing a
                                    total of +/-38.1796 acres (+/-1,663,103
                                    square feet) of land. The tracts are
                                    effectively contiguous, separated only by
                                    roadway (see plat).

      Improvement Description:      The subject property's improvements consist
                                    of a Class "B" apartment complex and
                                    supporting site improvements. The facility
                                    consists of two-story buildings, with a
                                    total net rentable area of 1,188,324 square
                                    feet (according to the rent roll provided).
                                    The project contains 1,326 master-metered
                                    units.

      Average Unit Size:            896 Square Feet

      Stabilized Occupancy:         93% (5% vacancy & collection loss + 2%
                                    employee/model units)


C97-604                      O'Connor & Associates                         XII
<PAGE>

SUMMARY OF SALIENT FACTS AND CONCLUSIONS - Continued

      Year of Construction:         1967-1970

      Zoning:                       The City of Houston does not utilize zoning
                                    to regulate development.

      Utilities:                    All available

      Effective Date of the
      Appraisal:                    August 7, 1997

      Flood Plain:                  According to FIRM map panel no.
                                    48201C0865-J, published for Harris County
                                    and dated November 6, 1996, the large
                                    majority of the subject property is located
                                    in Zone AE, an area within the 100-Year
                                    Floodplain. Improvements located within the
                                    flood plain must be properly elevated. The
                                    north boundary appears to be in shaded Zone
                                    X, an area between the 100- and 500-Year
                                    Floodplains. A copy of this map is included
                                    in the Site Data section of this report.

      Highest and Best Use:
            As Vacant:              Future multifamily development.
            As Improved:            Its present multifamily use.

Value Estimates:
      Land Value (As Vacant)        $5,820,000
      Cost Approach:                $43,980,000
      Sales Comparison Approach:    $45,350,000
      Income Approach:              $45,250,000
      Concluded Market Value:       $45,300,000
      Insurable Value:              $47,640,000

      Exposure Time/Marketing Time: Assuming adequate exposure and normal
      marketing efforts, the estimated exposure time (i.e. the length of time
      the subject property would have been exposed for sale in the market had it
      sold at the market value concluded to in this analysis as of the date of
      this valuation) would have been within about twelve (12) months; the
      estimated marketing time (i.e. the amount of time it would probably take
      to sell the subject property if exposed in the market beginning on the
      date of this valuation) is estimated to be within about twelve (12)
      months.


C97-604                      O'Connor & Associates                         XIII
<PAGE>

METHODOLOGY AND PROCEDURES USED IN THE APPRAISAL PROCESS

An appraisal is defined as "the act or process of estimating value." (Appraisal
of Real Estate, Eleventh Edition, Appraisal Institute). Real estate appraisal
involves selective research into appropriate market areas; the assemblage of
pertinent data; the use of appropriate analytical techniques; and the
application of knowledge, experience, and professional judgement to develop an
appropriate solution to an appraisal problem.

The underlying principles in the appraisal process are supply/demand,
anticipation, change, competition, substitution, opportunity cost, balance,
contribution, surplus productivity, conformity, and externalities. As found in
the Appraisal of Real Estate, Eleventh Edition, these principles are defined as
follows:

Supply and Demand

"In economic theory, the principle of supply and demand states that the price of
a commodity, good, or service varies inversely, but not necessarily
proportionately, with demand, and directly, but not necessarily proportionately,
with supply. In a real estate context, the appraisal principle of supply and
demand states that the price of real property varies inversely, but not
necessarily proportionately, with demand, and directly, but not necessarily
proportionately, with supply. Thus, an increase in the supply of an item or a
decrease in the demand for an item tends to reduce the equilibrium price; the
opposite conditions produce an opposite effect. The relationship between supply
and demand may not be directly proportional, but the interaction of these forces
is fundamental to economic theory. The interaction of suppliers and demanders,
or sellers and buyers, constitutes a market.

"Usually, property values vary directly with changes in supply. If properties
for a particular use become more abundant than they were in the past, their
equilibrium value declines; by contrast, if properties become more scarce and
supply declines relative to demand, the equilibrium price of the properties
increases. The supply of and demand for commodities always tend toward
equilibrium. At this theoretical point (which virtually never occurs), market
value, price, and cost are equal."


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Anticipation

"Value is created by the anticipation of benefits to be derived in the future.
In the real estate market, the current value of a property is usually not based
on its historical prices or the cost of its creation; rather, value is based on
market participants' perceptions of the future benefits of acquisition.

"The value of owner-occupied residential property is based primarily on the
expected future advantages, amenities, and pleasures of ownership and occupancy.
The value of income-producing real estate is based on the income it will produce
in the future. Therefore, real property appraisers must be aware of local,
regional and national real estate trends that affect the perceptions of buyers
and sellers and their anticipations of the future. Historical data on a property
or the market are relevant only insofar as they help interpret current market
anticipations."

Change

"The dynamic nature of the social, economic, governmental, and environmental
forces that influence real property value accounts for change. Although change
is inevitable and continuous, the process may be gradual and not easily
discernible. In active markets, change may occur rapidly, with new properties
put up for sale and others sold on a daily basis. Abrupt changes may be
precipitated by plant or military base closures, tax law revisions, or the start
of new construction. The pervasiveness of change is evident in the real estate
market, where the social, economic, governmental, and environmental forces that
affect real estate are in constant transition. Changes in these forces influence
the demand for and supply of realty and, therefore, individual property values.
Appraisers attempt to identify current and anticipated changes in the market
that could affect current property values, but because change is not always
predictable, value estimates may be valid only for a relatively brief period
after the date specified in the appraisal report."

Competition

"Competition between buyers or tenants represents the interactive efforts of two
or more potential purchasers or tenants to make a purchase or secure a lease.
Between sellers or landlords, competition represents the interactive efforts of
two or more potential sellers or landlords to effect a sale or lease.
Competition is fundamental to the dynamics of supply and demand in a free
enterprise, profit-maximizing, economic system.

"Buyers and sellers of real property operate in a competitive market setting; in
essence, each property competes with all other properties suitable for the same
use in the particular market segment and often with properties from other market
segments."

Substitution

"The principle of substitution states that when several similar or commensurate
commodities, goods, or services are available, the one with the lowest price
attracts the greatest demand and widest distribution. This principle assumes
rational, prudent market behavior with no undue cost to delay. According to the
principle of substitution, a buyer would not pay more for one property than for
another that was equally desirable.


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"Property values tend to be set by the cost of acquiring an equally desirable
substitute property. The principle of substitution recognizes that buyers and
sellers of real property have options, i.e., other properties are available for
similar uses. The substitution of one property for another may be considered in
terms of use, structural design, or earnings. The cost of acquisition may be the
cost to purchase a similar site and construct a building of equivalent utility,
assuming no undue cost due to delay; this is the basis of the cost approach. On
the other hand, the cost of acquisition may be the price of acquiring an
existing property of equal utility, again assuming no undue cost due to delay;
this is the basis of the sales comparison approach.

"The principle of substitution is equally applicable to properties such as
houses, which are purchased for their amenity-producing attributes, and
properties purchased for their income-producing capabilities. The
amenity-producing attributes of residential properties include excellence of
design, quality of workmanship, or superior construction materials. In regard to
income-producing property, an equally desirable substitute might be an
alternative investment property that produces equivalent investment returns with
equivalent risk. The limits of property prices, rents, and rates tend to be set
by the prevailing prices, rents and rates of equally desirable substitutes. The
principle of substitution is fundamental to all three traditional approaches to
value - sales comparison, cost, and income capitalization."

Opportunity Cost

"Opportunity cost is the net cost of opportunities not chosen or options
foregone, denied, or lost. An investor who selects one investment forgoes the
opportunity to invest in other available investments. An investor will select
the investment that best meets his or her investment objectives. Some investors
look for the highest rate of return at the lowest risk, while others seek the
assurance of long-term growth at a more conservative rate of return. In addition
to the illiquidity the investor endures over the term of the investment, there
is a potential for opportunity cost if alternative investments at comparable
levels of risk outperform the investment chosen."

Balance

"The principle of balance holds that real property value is created and
sustained when contrasting, opposing, or interacting elements are in a state of
equilibrium. This principle applies to relationships among various property
components as well as the relationship between the costs of production and the
property's productivity. Land, labor, capital, and entrepreneurship are the
agents of production, but for most real property the critical combination is the
land and the improvements. Economic balance is achieved when the combination of
land and improvements is optimal -- i.e., when no marginal benefit or utility is
achieved by adding another unit of capital. The law of increasing returns holds
that increments in the agents of production added to a parcel of property
produce greater net income up to a certain point. At this point, the point of
decreasing or diminishing returns, the maximum value is achieved. Any additional
expenditures will not produce a return commensurate with the additional
investment, according to the law of decreasing returns. At the point of
decreasing returns, further


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increments in the agents of production will cause productivity to decline
proportionately. This principle is also known as the principle of diminishing
marginal productivity or law of diminishing returns."

Contribution

"The concept of contribution states that the value of a particular component is
measured in terms of its contribution to the value of the whole property, or as
the amount that its absence would detract from the value of the whole. The cost
of an item does not necessarily equal its value.

"In some cases, a property's market value may not increase even though the real
estate has undergone alteration, modification, or rehabilitation.

"The contribution of existing improvements may not be in proper balance with the
total property. Especially in areas of rapid transition, a property's present
use may underutilize the land. Nevertheless, an existing, less-than optimal use,
called an interim use, will continue until it is economically feasible for a
developer to absorb the costs of converting the property by either razing and
replacing or rehabilitating the existing improvements."

Surplus Productivity

"Surplus productivity is the net income that remains after the costs of various
agents of production have been paid. The classical economists identified the
surplus with land rent, which they understood to account for land value.
Traditionally, the principle of surplus productivity has provided the basis for
the residual concept of land returns and residual valuation techniques. The
principles of surplus productivity and residual returns to the land are useful
in establishing the highest and best use of land and in analyzing which option
among alternative land use options will yield the highest value. Some
twentieth-century economists argue that surplus productivity should be ascribed
to a different agent of production, i.e., the entrepreneurship required to
combine the land, labor, and capital into a complete real estate product."

Conformity

"Conformity holds that real property value is created and sustained when the
characteristics of a property conform to the demands of the market. The styles
and uses of the properties in a given area may conform for several reasons,
including economic pressures and the shared preferences of owners for certain
types of structures, amenities, and services. The imposition and enforcement of
zoning ordinances and plans by local governments to regulate land use may also
contribute to conformity. Standards of conformity set by the market are subject
to change. Zoning codes which tend to establish conformity in basic property
characteristics such as size, style and design, are often difficult to change
and may hasten the pace of obsolescence."


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Externalities

"The principle of externalities states that factors external to a property can
have a positive effect on its value or a negative effect on its value. When an
essential product or service affects a great number of people, it is often
provided by government.

"Real estate is affected by externalities perhaps more strongly than any other
economic good, service or commodity. Because it is physically immobile, real
estate is subject to many types of external influences. Externalities may refer
to the use or physical attributes of properties located near the subject
property or to the economic conditions that affect the market in which the
subject property competes."


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In arriving at a final value estimate for real property, an arduous and
systematic process is undertaken. This process, as detailed in The Appraisal of
Real Estate, Eleventh Edition, is set forth below.

"The valuation process begins when an appraiser identifies the appraisal problem
and ends when he or she reports a conclusion to the client.

"Each real property is unique, and many different types of value can be
estimated for a single property. The most common appraisal assignment is
performed to estimate market value; the valuation process contains all the steps
appropriate to this type of assignment. The model also provides the framework
for estimating any other defined value. Consulting assignments often call for
value estimates which are derived through application of the valuation process.

"The valuation process is accomplished through specific steps; the number of
steps followed depends on the nature of the appraisal assignment and the data
available. The model indicates a pattern that can be used in any appraisal
assignment to perform market research and data analysis, to apply appraisal
techniques, and to integrate the results of these activities into an estimate of
defined value.

"Research begins after the appraisal problem has been defined. The analysis of
data relevant to the problem starts with an investigation of trends observed at
all market levels - international, national, regional, community, and
neighborhood. This examination helps the appraiser understand the
interrelationships among the principles, forces, and factors that affect real
property value in the specific area. It also provides raw data from which to
extract quantitative information and other evidence of market trends such as
positive or negative percentage changes in property value over a number of
years, the population movement into an area, and the number of employment
opportunities available and their effect on the purchasing power of potential
property users. These data can be analyzed and employed to estimate a defined
value.

"Traditionally, appraisal techniques are the specific procedures within the
three approaches that are applied to derive indications of real property value.
Other procedures, such as the use of inferential statistics and economic models
also contribute to appraisals. One or more approaches to value may be used
depending on their applicability to the particular appraisal assignment."


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1. The Cost Approach is based on the understanding that market participants
relate value to cost. In the cost approach the value of a property is derived by
adding the estimated value of the land to the current cost of constructing a
reproduction or replacement for the improvements and then subtracting the amount
of depreciation (i.e., deterioration and obsolescence) in the structures from
all causes. Entrepreneurial profit may be included in the value indication. This
approach is particularly useful in valuing new or nearly new improvements and
properties that are not frequently exchanged in the market. Cost approach
techniques can also be employed to derive information needed in the sales
comparison and income capitalization approaches to value, such as the costs to
cure items of deferred maintenance.

2. The Sales Comparison Approach is the process in which a market value estimate
is derived by analyzing the market for similar properties and comparing these
properties to the subject property. Estimates of market rent, cost,
depreciation, and other value parameters may be derived in the other approaches
to value using comparative techniques. Often these elements are also analyzed in
the sales comparison approach to determine the adjustments to be made to the
sales prices of comparable properties. The comparative techniques of analysis
applied in the sales comparison approach are fundamental to the valuation
process. In the sales comparison approach, market value is estimated by
comparing the subject property to similar properties that have recently sold,
are listed for sale, or are under contract (i.e., recently drawn up purchase
offers accompanied by a cash or equivalent deposit). A major premise of the
sales comparison approach is that the market value of a property is directly
related to the prices of comparable, competitive properties.

3. In the Income Capitalization Approach, the present value of future benefits
of property ownership is measured. A property's income streams and its resale
value upon reversion may be capitalized into a present, lump-sum value.

"In assignments to estimate market value, the ultimate goal of the valuation
process is a well-supported conclusion that reflects all the factors that
influence the market value of the property being appraised. To achieve this
goal, the appraiser studies the property from three different viewpoints, which
correspond to the three traditional approaches to value.

"The three approaches are interrelated; each requires the gathering and analysis
of sales, cost, and income data that pertain to the property being
appraised...From the approaches applied, the appraiser derives separate
indications of value for the property being appraised. One or more approaches
may not be applicable to a specific assignment or may be less reliable due to
the nature of the property, the needs of the client, or the data available."


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The final step in the appraisal process involves the reconciliation of the
values indicated by each of the applicable approaches into a final value
conclusion. In this process the reliability of the value indications and the
applicability of the approaches are explained. Reconciliation also provides an
opportunity to resolve variations and inconsistencies among the value
indications and the methods with which they were derived.

The appraiser weighs the relative significant applicability and defensibility of
the indication of value derived from each approach and places most weight and
reliance on the one which in his professional judgment best approximates the
value of the property. The facts are reconciled and their probable validity and
reliability are reconciled to a final value estimate.

"To complete the valuation process, the appraiser integrates the information
drawn from market research and data analysis and from the application of
approaches to form a value conclusion. This conclusion may be presented as a
single point estimate of value or as a range within which the value may fall. An
effective integration of all the elements in the process depends on an
appraiser's skill, experience, and judgment."


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An outline of the valuation process is presented below.
   I.    Definition of the Problem
         A. Identification of real estate
         B. Identification of property rights to be valued
         C. Use of appraisal
         D. Definition of Value
         E. Date of Value Estimate
         F. Description of Scope of Appraisal
         G. Other limiting conditions

   II.   Preliminary Analysis and Data Selection and Collection
         A. General
            1. Social
            2. Economic
            3. Government
            4. Environmental

         B. Specific (Subject and Comparables)
            1. Site and improvements
            2. Cost and Depreciation
            3. Income/expense and capitalization rate
            4. History of ownership and use of property

         C  Competitive Supply and Demand (The subject market)
            1. Inventory of competitive properties
            2. Sales and listings
            3. Vacancies and offerings
            4. Absorption rates
            5. Demand studies

   III.  Highest and Best Use Analysis
         A. Land as though vacant
         B. Property as improved

   IV.   Land Value Estimate

   V.    Application of the Three Approaches
         A. Cost
         B. Sales Comparison
         C. Income Capitalization

   VI.   Reconciliation of Value Indications and Final Value Estimate

   VII.  Report of Defined Value


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Approaches applicable to this appraisal

In the following pages, the report will be segregated into six major categories.
The first section covers general considerations, such as Region, City and
Neighborhood Data, description of site and improvements, and the Highest and
Best Use. The Second Section will deal with the land analysis and arrives at an
estimate of land value. This section is then followed by the three (3)
approaches to value, the Cost Approach, Sales Comparison Approach, and the
Income Approach. In the last section, the estimates of value are then correlated
and reconciled in the Final Reconciliation Section at the end of the report,
just preceding the Final Value Estimate

Competency of the Appraisers

Ross P. Welshimer, W. F. Trotter, Jr., and Patrick C. O'Connor, MAI are
Certified Real Estate Appraisers with the State of Texas, and have appraised
numerous properties similar to the subject.

Your attention is invited to the following descriptions and analyses that form,
in part, our opinion of value for the subject property.


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                     DESCRIPTIONS, ANALYSES, AND CONCLUSIONS
                             GENERAL CONSIDERATIONS

Definitions of Value and Ownership

The following are definitions of Value and Ownership rights that will be
referred to in the following analyses.

Complete Appraisal

As defined by the Appraisal Standards Board of the Appraisal Foundation, a
Complete Appraisal is defined as follows;

    "The act or process of estimating value or an estimate of value
          performed without invoking the Departure Provision."

Self-Contained Appraisal Report

As defined by the Appraisal Standards Board of the Appraisal Foundation, a Self
Contained Appraisal Report is defined as follows:

      "A written report prepared under standards Rule 2-2(a) of a Complete
                or Limited Appraisal performed under Standard 1."


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Market Value

Market Value is defined by the OCC, Regulation 12 CFR, part 34 as being "the
most probable price which a property will bring in a competitive and open market
under all conditions requisite to a fair sale, with the buyer and seller each
acting prudently, knowledgeably and assuming the price is not affected by undue
stimulus."

"Implicit in this definition is the consummation of a sale as of a specified
date and the passing of title from seller to buyer under conditions whereby:

      1.    Buyer and Seller are typically motivated;
      2.    Both parties are well informed or well advised, and each acting in
            what he considered his own best interest;
      3.    A reasonable time is allowed for exposure in the open market;
      4.    Payment is made in terms of cash in U. S. dollars or in terms of
            financial arrangements comparable thereto; and
      5.    The price represents the normal consideration for the property sold,
            unaffected by special or creative financing or sales concessions
            granted by anyone associated with the sale."

The value conclusions in this report are expressed in terms of cash.

Exposure Time/Marketing Time

Assuming adequate exposure and normal marketing efforts, the estimated exposure
time (i.e. the length of time the subject property would have been exposed for
sale in the market had it sold at the market value concluded to in this analysis
as of the date of this valuation) would have been within about twelve (12)
months; the estimated marketing time (i.e. the amount of time it would probably
take to sell the subject property if exposed in the market beginning on the date
of this valuation) is estimated to be within about twelve (12) months.


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Market Rent

Market Rent is defined by The Dictionary of Real Estate Appraisal as "the rental
income that a property would most probably command in the open market."

Ownership Rights

The holding of rights or interest in real estate is referred to as ownership
rights. As defined by The Appraisal of Real Estate, Eleventh Edition, the
following are definitions of ownership interest applicable to our investigation.

Fee Simple Estate

This bundle of ownership rights refer to the "absolute ownership unencumbered by
any other interest or estate, subject only to the limitations imposed by
governmental powers of taxation, eminent domain, police power, and escheat."

Leased Fee Estate

The leased fee interest refers to "an ownership interest held by a landlord with
specified rights that include the right of use and occupancy conveyed by lease
to others; the rights of lessor (the leased fee owner) and lessee (leaseholder)
are specified by contract terms contained within the lease."

Property Rights Appraised

The property rights appraised in this assignment are the Fee Simple Estate
(subject to short-term leases) in the subject property.


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Assets Appraised

The assets appraised in this appraisal assignment include land, buildings, and
ancillary site improvements. No moveable equipment or personal property, other
than appliances typically provided by the landlord in a multifamily setting, was
included in the valuation process.

No title policy was submitted to the appraiser and reservations, if any, are
unknown. If property rights differ from the above definitions, the value may be
affected. We reserve the right to modify our value conclusions should a current
title policy or survey indicate adverse easements or encroachments not visible
during our inspection.

Purpose of Appraisal

The purpose of the appraisal is to estimate the Market Value of the Fee Simple
Estate, subject to short term leases.

Use of the Appraisal

The use of this appraisal is understood to be for loan decisions in association
with the re-financing of the property. The development of this appraisal
entailed the use of the complete appraisal process as defined by the Uniform
Standards of Professional Appraisal Practice. This means that no departures from
Standard 1 were invoked.

Date of the Appraisal Report

The writing of this appraisal report was completed on August 12, 1997.


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Effective Date of the Appraisal

The descriptions, analyses, and conclusions of this report for the subject
property are applicable as of August 7, 1997. The appraisers inspected the site
on August 7, 1997.

Appraisal Development and Reporting Process

This report has been prepared in compliance with the following: Uniform
Standards of Professional Appraisal Practice, promulgated by the Appraisal
Standards Board of the Appraisal Foundation, as set forth in 12 C.F.R. Part
1608; The Code of Professional Ethics of the Appraisal Institute.

The value set forth herein was estimated after application and analysis by all
three approaches to value, i.e.; Cost Approach, Income Approach, Sales
Comparison Approach - Land Only, for an estimate of land as though vacant (to be
used in conjunction with the Cost Approach) and Sales Comparison Approach -
Improved Property. This appraisal included an inspection of the subject of this
report and comparable sales, and an analysis of the surrounding neighborhood
with recognition of existing and future trends. Market data, including sales and
lease information on comparable properties, were obtained from sources
considered to be reliable. Personal property, other than appliances typically
provided by the landlord in a multifamily setting, was not included in the value
estimate. This appraisal report details all pertinent data, descriptions, and
discussions germane to the appraisal of the subject of this report. The
development of this appraisal entailed the use of the complete appraisal
process, as defined by the Uniform Standards of Professional Appraisal Practice
(USPAP). This


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means that no departures from Standard 1 were invoked. A copy of this report and
the data included herein have been retained in our files.

Legal Description

The legal description for the subject property was provided the Harris County
Appraisal District, as follows:

      Tracts 3, 3A, 3B, 3C,  3G,  3H, 6F, W. J. Brown  Survey,  Abstract
      132, Houston, Harris County, Texas.

Neither a metes and bounds legal description nor a site survey was provided to
the appraisers.

Ownership History of Subject Property

According to information provided by the client, title to the subject property
is currently vested in Harold Farb Investments (or its assigns), which built the
property in 1969-72. Therefore, no sales activity involving the subject property
has taken place over the past three years. The subject property is not currently
listed for sale and no offers are pending.


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                                 Subject Area/
                               Property Analyses
<PAGE>

                              HOUSTON AREA ANALYSIS

The subject is located within the Houston Consolidated Metropolitan Statistical
Area (CMSA), which is composed of a seven-county area consisting of Harris,
Montgomery, Galveston, Fort Bend, Brazoria, Waller, and Liberty Counties.

Houston is the nation's fourth largest city with a metropolitan area population
of over three million people. Houston emerged as a major corporate center during
the 1960's and 1970's when more than 200 corporations moved their headquarters
here. Thirty-four of the thirty-five major energy and petroleum corporations are
headquartered in the city of Houston. As a result, the city has emerged as the
"energy capital" of the world.

Population

According to the 1990 census, the Houston CMSA had a population of roughly 3.6
million, and Houston was the fourth largest city in the nation. From 1970 to
1980, the population growth of Houston averaged 3.6 percent per year, which was
more than triple the national average. From 1980 to 1990, growth slowed due to
poor economic conditions of the mid-1980's.

Despite the economic downturn of the mid-1980's, Houston's seven-county
Consolidated Statistical Metropolitan Area is projected to increase by an
additional 1.48 million people through the year 2010, according to a task force
working for the Houston-Galveston Area Council (HGAC). Employment in the area
encompassing Harris, Fort Bend, Brazoria,


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Galveston, Liberty, Montgomery, and Waller Counties, is projected to increase
from 1.5 million employed in 1980 to 2.4 million in 2010, an increase of more
than 60%.

This latest projection recognized that the pace of growth for the seven-county
area has lessened recently, and as a result, overall growth from 1980-1990 was
moderate. The study projects greater increases in population and employment in
the years after the 1980's. Population growth in the 1990 to 2010 time period is
expected to be moderate, approximately 2% per year for population. Employment
growth is expected to be slightly higher. The HGAC population projections are
shown in the following table.

======================================================================
                   POPULATION PROJECTIONS
======================================================================

                                                           Forecast
                                                           % Increase
County            Actual 1990          2000        2010    1990 - 2010

Brazoria              198,178       235,821     282,384      42.5%

Fort Bend             206,120       281,270     346,214      68.0%

Galveston             224,169       264,120     313,533      40.0%

Harris              2,712,765     3,160,005   3,716,947      37.0%

Liberty                61,186        72,890      86,809      41.9%

Montgomery            166,051       218,671     290,043      74.7%

Waller                 25,269        30,442      40,851      61.7%

CMSA Total          3,593,738     4,263,219   5,076,781      41.3%
======================================================================

Transportation Networks

The principal thoroughfares servicing the Houston metropolitan area include the
Sam Houston Tollway/Beltway 8, the 610 Loop, U.S. Highway 59, Interstate Highway
45, Interstate Highway 10, and the Hardy Toll Road.


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The Sam Houston Tollway consists of 6 main lanes separated by a concrete
barrier, with an additional 3 lane frontage road (Beltway 8) system. The first
phase of construction began in early 1985 at U.S. 59 and the Tollway was
completed to Interstate Highway 10. Phase 2, completed in July 1989, extended
the Tollway to the Northwest Freeway. In May, 1997, the final phase of the
Tollway, extending from Highway 288 to Interstate 45, was completed. The Sam
Houston Tollway/Beltway 8 now encircles the city limits of Houston and provides
an outer loop for the suburban areas of Houston. This tollway/freeway system and
its intersections has been the site of some of the most important development
corridors in the Harris County area, and experienced a significant amount of
development in the form of office, retail, light industrial, and apartment
development during the early 1980's.

The 610 Loop completely encircles Houston's Central Business District at a
radius of 5 to 6 miles. The 610 South Loop West which extends in a north/south
direction on the western portion of the city is one of Houston's most
established areas for office, retail, and hotel development, second only to the
Houston Central Business District.

U.S. Highway 59, southwest of Loop 610, is known as the Southwest Freeway. This
section was recently widened and improved. The Southwest Freeway is 8 to 10
lanes wide with a High Occupancy Vehicle center lane. Widening of the section of
the Southwest Freeway from Loop 610 to Beltway 8 was completed in 1992. The
section from Beltway 8 to West Airport is currently underway. Northeast of the
Loop 610,


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Highway 59 is known as the Eastex Freeway. This section of freeway, from Loop
610 out to Beltway 8 is currently under construction for similar widening and
improving.

Interstate Highway 45 is a 6- to 8-lane controlled access freeway that
principally serves to connect the Houston Central Business District with areas
to the north (i.e. Conroe, Huntsville, Dallas, etc) and south (i.e. Clear Lake,
Galveston). Due to its proximity to Houston's Intercontinental Airport and its
terminus in the City of Galveston, as well as its intersection with most major
east/west thoroughfares, Interstate Highway 45 is considered one of Houston's
principal highways.

Interstate Highway 10 is a 6- to 8-lane controlled access freeway which extends
east and west from just north of the Houston Central Business District. East of
its intersection with Interstate Highway 45, the development trend is toward
manufacturing and petroleum production. This freeway extends east in proximity
to the Houston Ship Channel, which connects to Galveston Bay and allows shipping
access to inland areas. Interstate Highway 10 continues east to Beaumont and
further east to Florida. West of the Loop 610 intersection, development has
tended toward primarily retail, until west of the Sam Houston Tollway, where
office development becomes the primary land use. Interstate Highway 10, between
the Sam Houston Tollway and Highway 6, has become known as the "energy
corridor", as most major oil companies have located their main offices in this
location. This freeway continues to the west, connecting with San Antonio before
continuing out of the state.


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The Hardy Toll Road is a controlled access thoroughfare which provides access to
the northern portion of the city of Houston. It is a 6-lane concrete paved,
lighted, thoroughfare that begins at the Loop 610 and continues north to the
Harris County line where it merges with Interstate Highway 45. The Hardy Toll
Road was planned as a reliever highway for Interstate Highway 45 between the
growing communities north of the Houston Central Business District. The Hardy
Toll Road improves accessibility to Houston Intercontinental Airport, which is
located on the east side of this roadway.

Manufacturing

Manufacturing accounts for one of every ten employees in the Houston-Galveston
area, with the majority involved in the energy industry. The majority of the
factories located in the Houston area are related to off-load equipment, refined
petroleum products, or petrochemicals.

Houston ranks first in the nation in petroleum refining, and is typically known
as the world's petroleum refining capital. Houston is also the center of a
continually expanding network of product pipelines which connects some 200
chemical plants and refineries. It is anticipated that Houston will continue to
be the nation's energy capital into the foreseeable future. The mid 1980's
collapse of the petroleum and drilling industries was due primarily to a sharp
decline in the price of oil.


C97-604                      O'Connor & Associates                       Page 21
<PAGE>

Oil
Drilling rig activity is an important leading economic indicator for the energy
dependent Houston area. The rise or fall in the number of active exploratory
drilling rigs tends to indicate trends in near term future employment in the
energy industry. According to a recent survey of active drilling rigs by Baker
Hughes, U.S. drilling rig activity for the month of May 1997 included 913 active
rotary rigs, up 7% from the 853 active rigs reported in October 1996. West Texas
Intermediate (the benchmark of U.S. Crude), has recently been selling in the $18
to $24 per barrel range, below the 1985 levels of $32 per barrel, but up
significantly from the 1986 low of $12 per barrel.


C97-604                      O'Connor & Associates                       Page 22
<PAGE>

Employment

Houston's job growth has been strong, producing approximately 40,100 new jobs in
1996 (as compared 50,000 jobs in 1995, 18,800 jobs in 1993 and 37,400 jobs in
1994). According to the June 1997 report by the Texas Employment Commission, the
Houston PMSA non-agricultural employed for June 1997 numbered 1,852,600, up from
1,820,500 in February 1997, and up from 1,809,700 in August 1996. Because of the
high concentration of energy related industries in the Houston PMSA, the
distribution of employment varies from national percentages primarily in the
areas of manufacturing, services and mining (oil industry). Government
employment and manufacturing are well below national averages.

==============================================================
       June 1997 Non-Agricultural Employed in (000's)
- --------------------------------------------------------------
Industry                       Houston PMSA           Percent
- --------------------------------------------------------------

Manufacturing                         202.5            10.93%

Mining                                 66.4             3.58%

Construction                          132.0             7.13%

Trans., Comm., Utilities              126.6             6.83%

Trade                                 432.1            23.32%

Fin., Ins., Real Estate                97.6             5.27%

Services & Miscellaneous              548.8            29.62%

Government                            246.6            13.31%
                                      -----            ------

Total                               1,852.6           100.00%
==============================================================


C97-604                      O'Connor & Associates                       Page 23
<PAGE>

Unemployment

According to Texas Employment Commission statistics, the Texas unemployment rate
was 6.1% in June 1997, down from 6.4% in June 1996. The Houston metropolitan
area unemployment rate for June 1997 was 5.9%, down from 6.1% in June 1996. The
national unemployment rate was 5.2% for June 1997. The national unemployment
rate was 4.7% for May 1997, the lowest rate in 24 years.

Other Categories

Houston also has numerous businesses involved in international trade and
business, retail sales, marine sciences, and research and development. The city
has several major universities including the University of Houston and Rice
University. Houston is the location of the world famous Texas Medical Center
(TMC) which was conceived as a means to coordinate health education, health
research, and patient care. The Johnson Space Center is located southeast of
downtown Houston and is responsible for the flight operations of the space
shuttle.

Texas Medical Center

As the largest employer in Houston (approximately 52,000 employees), and the
largest medical center in the world, the Texas Medical Center has an annual
operating budget of $4.25 billion. The medical center has a daily population of
110,000, including employees, patients and students. The complex consists of 85
buildings and 41 nonprofit institutions, including more than a dozen hospitals.


C97-604                      O'Connor & Associates                       Page 24
<PAGE>

Biotechnology

The commercialization of the research discoveries made at the center's medical
schools and hospitals has led to the emergence of biotechnology utilizing the
life sciences for business results, which could result in producing food as well
as medicine. It ranges from the manufacture of artificial hearts, drugs, and
diagnostic medical tests to the splitting and recombining of genetic material.
The combined resources of Baylor, the University of Texas Health Science Center,
and the M. D. Anderson Hospital and Tumor Institute have made the city a
scientific and economic leader in the field of biotechnology. According to a
local Houston newspaper, a survey conducted by Sommers & Associates projected
that Houston's biomedical technology industry will double in size during the
next three years, growing to more than $1.1 billion in total revenues.

Lyndon B. Johnson Space Center and Related Developments

The Johnson Space Center is located southeast of downtown Houston and employs
approximately 16,000 people. There are only eleven NASA space centers in the
United States, and the Johnson Space Center has been selected to develop the
majority of the $8 billion Space Station project. JSC is the flight control
center and the training center for NASA Space Shuttle astronauts which gives the
Houston area an advantage for space commercialization development. In an effort
to reduce the national deficit, the federal government in 1995 decreased NASA's
annual budget. Additionally, future downsizing appears possible for the complex.
Space Center Houston, located adjacent to JSC, is a tourist attraction developed
in conjunction with theme park designers from Walt Disney.


C97-604                      O'Connor & Associates                       Page 25
<PAGE>

This attraction, which opened to the public in October, 1992, has experienced
attendance figures substantially below initial projections. Although below
expectations, the park has added jobs and revenue to the area. 1995 attendance
was reported to be +450,000 persons. The owners of the attraction recently made
an effort to reorganize the project's debt structure.

Port of Houston

The Port of Houston is a 25-mile-long complex of facilities just a few hours'
sailing time from the Gulf of Mexico. Houston's location makes it an ideal
gateway between interior U.S. markets and foreign countries throughout the
world. Four major railroads and more than 120 trucking lines connect the port to
the continental United States, Canada and Mexico. Air service is also easily
accessible through two major public airports and dozens of private terminals.
More than 2,000 import/export companies operate in the city. Over 50 governments
maintain consulates in Houston. According to the Port of Houston Magazine,
tankers reported loading and discharging a total of +/-53.57 million tons of
petroleum, petroleum products, industrial chemicals, and other cargo at the Port
of Houston in 1996. 1997 figures were unavailable as of the date of appraisal.


C97-604                      O'Connor & Associates                       Page 26
<PAGE>

Foreclosures According to the Houston Economic News, a publication of the
Greater Houston Partnership's Research Department, foreclosures during 1996
totalled 3,985, down from 5,023 in 1995, and down 22% compared to 1994. The
number of foreclosures has declined significantly since reaching over 30,000 in
1987. In the following chart, we have presented a summary of the total number of
actual foreclosures since 1985:

======================================
           Foreclosures
======================================

1985........................16,571

1986........................25,602

1987........................31,015

1988........................19,996

1989........................13,054

1990.........................9,083

1991.........................6,685

1992.........................5,747

1993.........................5,454

1994.........................5,113

1995.........................5,023

1996.........................3,985
======================================


C97-604                      O'Connor & Associates                       Page 27
<PAGE>

General Real Estate Market

Houston is currently experiencing an imbalance of supply and demand factors, as
a result of the 1982 oil glut and downturn in the petrochemical industry. The
economic base of Houston had a considerable amount of dependence on oil
exploration, refining, and related activities, which slowed in the 1980's.
According to researchers at the University of Texas, as much as 35% of Houston's
Gross Regional Product is in the oil industry, or related services such as pipe
manufacturing, refining, engineering, geology, and other support services such
as legal, accounting, and marketing. According to research compiled by the
Center for Public Policy, 59.1% of Houston's base employment is energy related.
Construction during the late 1970's and early 1980's, within all segments of the
real estate market, continued on the assumption that the local economy was
immune to recession, based on the favorable experience of the preceding ten
years, including the 1974 oil embargo. At that time, the Houston market boomed
with new construction to meet the demands of the expanding petrochemical
industry. The 1982 downturn stymied the absorption of office space, retail,
apartments, and industrial and manufacturing facilities, as well as decreasing
average annual occupancy in the Houston hotel industry. However, construction
continued unabated until 1984. As a result, the supply of virtually all types of
real estate in the Houston area exceeded the demand until recently. However, as
absorption of this overbuilding has been occurring for ten plus years, the level
of the excess supply of area real estate has decreased substantially. Since
1994, significant levels of new construction and absorption have occurred in
many area market segments.


C97-604                      O'Connor & Associates                       Page 28
<PAGE>

Office Market

Houston's office market is continuing to improve. For the third consecutive
survey period of O'Connor & Associates' Houston Area Office Ownership Guide,
April, 1997, more than 1.5 million square feet of space was absorbed, which is a
solid sign of a recovering, stabilizing office market. The April, 1997 survey
period shows absorption at 2,532,705 square feet. Citywide occupancy for all
building types and classes combined has been climbing steadily and has been over
the 80 percent mark since the January, 1995 survey. Occupancy at that time was
80.2 percent. Current statistics reflect an occupancy rate of 84.7 percent, a
3.7 point increase over the same period a year ago.

Currently, average rental rates for all building classes and types is $13.53 per
square foot. By class, rates have jumped an average of $0.68 per square foot in
Class A and $0.21 per square foot in Class B from the same period a year ago.
However, some of the submarkets experienced slight dips in the Class C/D rates
and occupancy.

New construction completed in 1996 was limited to one 36,000 square foot
building near Loop 610 at El Rio, built by Sueba. The future, however, indicates
numerous under-construction projects, as well as proposed. Based on dwindling
amounts of large blocks of contiguous space, increasing rental rates and the
number of projects proposed and under construction, 1997 should be an active
year for the Houston office market.


C97-604                      O'Connor & Associates                       Page 29
<PAGE>

Apartment Market

According to the June 1997 Houston Area Apartment Ownership Guide, published by
O'Connor and Associates, there are 2,342 apartment projects with 385,297 units
in the Harris County market (for which rental data is available). The rental
apartment market is currently experiencing an overall occupancy rate of
approximately 92.09%. Separately metered projects reflect 92.46% occupancy and
have remained relatively stable in the last two years. Master-metered projects
average 89.74% occupancy.

Rental rates have been increasing gradually for the past three years, for both
resident-paid and owner-paid utility projects. Rental concessions have virtually
disappeared. Rental rates for resident-paid units, which comprise the majority
of the market are at the highest level since Spring 1983. These units average
$0.599 per square foot per month and have experienced steady increases in the
last two years from $0.55 per square foot in March 1994. Owner-paid units
average $0.628 per square foot per month, up from $0.54 in March 1994.


C97-604                      O'Connor & Associates                       Page 30
<PAGE>

Retail Market

The Houston Area Retail Market Survey, prepared by O'Connor & Associates, May,
1997, reports substantial increases in the construction of retail centers over
the last two years. The following chart lists recent construction:

========================
   Year    Square Feet

   1990     1,205,447

   1991     2,175,271

   1992     1,406,319

   1993     3,296,975

   1994     4,307,731

   1995     4,803,459

   1996     4,611,031

   1997      384,350
========================

Presently, 35 centers (6,920,420) are proposed. The current overall occupancy
for existing shopping centers was 86.41%. The lowest occupancy rates for retail
centers are being reported in the Inner Loop, South, and Far Southeast areas of
Harris County. By contrast, the highest occupancy rates were reported in the
Near West, Near North, and Near Southwest market areas. Based on existing
vacancy, the Houston market is slightly overbuilt with shopping centers to the
extent that, depending upon the submarket, there is a 2 to 4 year supply.
Grocery-anchored retail centers average 84% occupancy. Much of the excess vacant
space is in ill-conceived strip and neighborhood centers which are unlikely to
be fully utilized for their intended purpose (retail). However, some of this
space is being used for alternative uses including churches, service, schools
and offices.


C97-604                      O'Connor & Associates                       Page 31
<PAGE>

The average annual rental rate for retail centers as of May 1997 indicated
$14.64 per square foot. Regional malls reflected an average asking rental rate
of $31.20 per square foot, community shopping centers $13.20, neighborhood
centers $10.56, and strip centers $9.24 per square foot. Average rental rates
have been increasing at a relatively slow and steady rate (2.5% per year) since
1991.

Industrial Market

According to The Houston Area Industrial Ownership Guide, prepared by O'Connor &
Associates, dated April 1997, there is a total of 260,414,977 square feet of
existing service center, warehouse, and heavy manufacturing facility space in
5,283 buildings in the Houston market. The current overall occupancy of 88.35%
is higher than the occupancy in April 1996 of 87.79%. Rental rates for
industrial space average $0.328 per square foot per month.


C97-604                      O'Connor & Associates                       Page 32
<PAGE>

Hotel / Motel Market

According to the December 1996, Year End Trends in the Hotel Industry, published
by Pannell-Kerr-Foster PKF Consulting, the overall Houston market reflected a
relatively stable occupancy level from 1995 to 1996, reflecting occupancy levels
of 64.6% in 1995 and 64.5% in 1996. The average daily rate (ADR) for the Houston
area increased 6.0%, and overall revenues per available room (REVPAR) have
increased 5.8% during the same time period. The following table depicts how this
market fared in 1995 and 1996.

<TABLE>
<CAPTION>
==========================================================================================================
                                   Occupancy                   ADR                         REVPAR

Market Area                 1995     1996      Pt.     1995    1996       %       1995      1996       %
                                              Change                   Change                       Change
- ----------------------------------------------------------------------------------------------------------
<S>                         <C>      <C>       <C>    <C>     <C>        <C>     <C>       <C>      <C>
Galleria/Post Oak           70.3%    71.4%     1.1    $92.48  $97.38     5.3%    $65.06    $69.52   6.9%

Astrodome/South Main        52.5%    51.5%    -1.0    $61.70  $65.58     6.3%    $32.39    $33.78   4.3%

Texas Medical Center        71.1%    73.7%     2.6    $66.70  $68.52     2.7%    $47.41    $50.51   6.5%

Intercontinental Airport    65.2%    64.9%    -0.3    $58.92  $61.69     4.7%    $38.43    $40.02   4.1%

Hobby Airport               68.4%    64.3%    -4.1    $59.09  $57.45    -2.8%    $40.39    $36.96  -8.5%

Clear Lake                  63.6%    58.9%    -4.7    $67.45  $70.93     5.2%    $42.91    $41.81  -2.6%

Southwest                   58.0%    60.3%     2.3    $59.02  $60.55     2.6%    $34.22    $36.53   6.8%

Westchase/Katy              64.4%    65.6%     1.2    $67.84  $71.52     5.4%    $43.70    $46.93   7.4%
Freeway

Northwest                   64.8%    62.1%    -2.7    $55.61  $58.12     4.5%    $36.02    $36.12   0.3%

Houston CBD                 63.0%    63.9%     0.9    $94.46 $102.71     8.7%    $59.46    $65.60  10.3%

East/Baytown                71.1%    67.0%    -4.1    $46.16  $47.15     2.1%    $32.84    $31.59  -3.8%
- ----------------------------------------------------------------------------------------------------------
Total Houston Area          64.6%    64.5%    -0.1    $70.12  $74.33     6.0%    $45.32    $47.97   5.8%

==========================================================================================================
</TABLE>


C97-604                      O'Connor & Associates                       Page 33
<PAGE>

AREA ANALYSIS - Conclusion

According to a daily Houston newspaper, DRI/McGraw Hill ranked Houston as the
third highest city in the country for projected job growth through 1996. The
city continues to diversify away from the oil business. It is our opinion that
the current economic trend is toward recovery. As the Houston economy continues
to become more diversified, and less dependent on the oil and gas industry, it
will remain a viable and dominant factor in the national economy, and
particularly in the south central United States. It is our opinion that Houston
now has a fundamentally healthy, viable economic base, with only normal,
typically expected unemployment, following the downturn of the energy industry.
Employment growth was 90,700 jobs in 1990, 26,500 in 1991, -400 in 1992, 18,800
in 1993, 37,100 in 1994, 50,000 in 1995, and 40,100 in 1996 according to the
Texas Employment Commission.

Over the past several years, Houston real estate has suffered from the severe
over-building in the early 1980's, rather than from a weak economic base.
However, after a decade of absorption, the level of oversupply of all types of
Houston real estate has decreased substantially. In 1994 and 1995, significant
levels of new construction occurred in several market segments. It is our
opinion that the market is recovering from population declines and employment
losses of the past, but there still remains an imbalance of supply and demand
factors for real estate. It is our opinion that the local real estate economy
bottomed out in 1987 and has experienced a gradual recovery during the 1990's.
Additionally, area economists are predicting a continued gradual recovery for
the economy as well as the real estate market in the foreseeable future.
However, it may


C97-604                      O'Connor & Associates                       Page 35
<PAGE>

take another decade for all submarkets to recover. Retail, multifamily and
industrial have improved drastically over the last decade. The office market is
still the weakest, as this sector experienced the greatest overbuilding during
the 1980's. Even during the boom, it took as many as seven to eight years for
employment to reach their record highs following the oil embargo of 1974.

While the overall market is still suffering from overbuilding, not all
submarkets are suffering equally. There are prosperous submarkets and certain
areas will recover faster than others. Certain sectors of the market in some
submarkets indicate strength sufficient to warrant additional construction
immediately, while others could remain depressed for as long as five or more
years. Our review and analysis of the above information indicates that the city
of Houston and surrounding counties are, for the first time in recent history,
becoming a diversified economy and exhibit favorable trends for long-term
economic stability. Houston's population and economy are expected to recover and
continue to grow over the next decade, but at a much slower rate than during the
boom years of the late 1970's and early 1980's.


C97-604                      O'Connor & Associates                       Page 35
<PAGE>

- --------------------------------------------------------------------------------
                                HOUSTON AREA MAP
- --------------------------------------------------------------------------------


                                [GRAPHIC OMITTED]
<PAGE>

                                NEIGHBORHOOD DATA

Definition:

A neighborhood is defined in The Dictionary of Real Estate Appraisal, Third
Edition, copyright 1993, page 242, by the Appraisal Institute as:

      "a group of complementary land uses; a congruous grouping of
            inhabitants, buildings, or business enterprises"

A neighborhood can be a portion of a larger community, or an entire community in
which there is a homogeneous group of inhabitants, buildings, and business
enterprises in which inhabitants have a more than casual community interest and
a similarity of economic levels or cultural backgrounds. Neighborhood boundaries
may consist of well defined natural or man made barriers or they may be more or
less well defined such as by distinct change in land uses.

Neighborhoods may be devoted to such uses as residential, commercial,
industrial, agricultural, cultural and civic activities, or a mixture of uses.
Analysis of the neighborhood in which a particular property is located is
important due to the fact that the various economic, social, political, and
physical forces which affect that neighborhood also directly includes the
individual properties within it. An analysis of the various factors as they
affect the value of the subject property is presented in the following
discussion.


C97-604                      O'Connor & Associates                       Page 36
<PAGE>

Subject Neighborhood Defined

The subject property is located at the intersection of North Braeswood Boulevard
and Burdine Drive. The subject property has a primary physical address of 5410
North Braeswood, Houston, Harris County, Texas. For the purposes of this
analysis, the subject neighborhood is generally defined as being bound by the
Southwest Freeway to the north, West Loop South and South Post Oak to the east,
West Bellfort to the south, and Gessner Road to the west. These boundaries have
been defined because the properties within them tend to exhibit similar
characteristics, physical features, price desirability, and they are affected by
similar physical, economic, governmental and social forces.

Accessibility

The subject neighborhood is most easily accessible from downtown Houston by
traveling west on the Southwest Freeway to Chimney Rock, Hillcroft, or Fondren,
all of which extend through the middle portion of the neighborhood.

Streets

Major east/west thoroughfares in the neighborhood include the Southwest Freeway
(which extends in a northeast/southwest direction), Bellaire Boulevard,
Bissonnet, Beechnut, North and South Braeswood, Willowbend, and West Bellfort.
Major north/south streets include Gessner, Fondren, Hillcroft, Chimney Rock,
South Post Oak Boulevard, and West Loop South.


C97-604                      O'Connor & Associates                       Page 37
<PAGE>

Land Use Patterns

The neighborhood is a viable, heterogeneous area in the westerly portion of
Harris county. Land uses in the neighborhood consist of a variety of commercial,
and residential land uses, including, but not limited to, single-family
residential subdivisions, multifamily, retail, and service. Residential
development is located in various upper-income subdivisions throughout the
neighborhood, with commercial development located along the aforementioned
thoroughfares. Single-family use within the immediate area includes established
residential subdivisions with home prices typically ranging from the $125,000's
to $250,000's, and higher. Homes in the area are typically fifteen to
twenty-five years old and are well-maintained. Other development in the
immediate subject area includes dense retail development along the major
thoroughfares (Chimney Rock, Hillcroft, Bellaire Boulevard, etc.) and
multifamily properties along the secondary roadways.

Prevalent forms of commercial uses include neighborhood shopping centers,
free-standing retail facilities, restaurants, and office buildings. The most
predominant influence in the area is the Galleria Mall, which is located just
north of the subject neighborhood. The Galleria Mall is located on the south
line of Westheimer, between Sage and Post Oak. This up-scale regional mall
contains 1,610,000 square feet of space and was built in stages from 1970 to
1986. This mall is reportedly +98% occupied and is anchored by Neiman-Marcus,
Lord & Taylor, Marshall Field's, and Macy's. This mall is one of the area's
largest employment centers. Additionally, the Meyerland Plaza, recently
completely renovated, is located at Beechnut and the West Loop South, as well as


C97-604                      O'Connor & Associates                       Page 38
<PAGE>

Sharpstown Mall, which is located at the Southwest Freeway and Bellaire
Boulevard.

Public Services

Police and fire protection and other services are provided by the City of
Houston as well as Harris County. Public water and sanitary sewer services for
the area are provided by the city systems. The neighborhood is also served by
the Houston Independent School District with schools of all levels located
throughout the area. Hospital facilities are located nearby, with the Sharpstown
General Hospital situated on Bellaire Boulevard near the Southwest Freeway.

Real Estate Market

The following are summaries of surveys of the various real estate submarkets for
areas which include the subject neighborhood.


C97-604                      O'Connor & Associates                       Page 39
<PAGE>

Multifamily Development

   Sector:        8A - Bellaire/Southwest, as defined by the Houston Area
                  Apartment Ownership Guide, published by O'Connor & Associates.

   Boundaries:    North: Bissonnet and Bellaire Boulevard
                  South: South Loop and South Main (Highway 90A)
                  West:  Hillcroft
                  East:  Almeda Road

   Survey Period: June 1997

               Separately Metered    Master Metered
               ------------------    --------------
   Projects:         109                  34
   Units:            15,629               4,764
   Occupancy:        92.07%               96.53%
   Rent PSF:         $0.672               $0.682
   Rent/Unit:        $538                 $578


C97-604                      O'Connor & Associates                       Page 40
<PAGE>

Office Development

   Sector:          Southwest, as defined by the Houston Area Office
                    Building Survey, published by O'Connor & Associates.

   Boundaries:      North: West Park
                    South: Harris County Line
                    East:  West Loop South and Almeda Road
                    West:  Harris County Line

   Survey Period:   April 1997
                    All Classes
   Buildings:       181
   Net Rentable SF: 18,133,643
   Occupancy:       83.8%
   Rent PSF/Yr:     $11.44


C97-604                      O'Connor & Associates                       Page 41
<PAGE>

Retail Development

   Sector:          Near Southwest as defined by Houston Area Retail
                    Building Survey, published by O'Connor & Associates.

   Boundaries:      North:  West Park
                    South:  Beltway 8
                    East:   Loop 610 and Almeda Road
                    West:   Beltway 8

   Survey Period:   May 1997
   Buildings:       170
   Net Rentable SF: 11,671,959
   Occupancy:       86.33%

=====================================================================
                   Regional    Community   Neighborhood     Strip
                                                           Center
- ---------------------------------------------------------------------
Buildings             3           11           102           54
- ---------------------------------------------------------------------
Net Rentable SF   2,942,000    2,155,652    5,730,894      843,413
- ---------------------------------------------------------------------
Occupied SF       2,593,160    1,680,312    5,055,053      747,916
- ---------------------------------------------------------------------
Occupancy           88.14%      77.95%        88.21%       88.68%
- ---------------------------------------------------------------------
Rent PSF/Mo         $2.33        $0.87        $0.86         $0.73
=====================================================================


C97-604                      O'Connor & Associates                       Page 42
<PAGE>

Industrial Development

    Sector:         Near Southwest, as defined by the Houston Area
                    Industrial Ownership Guide, published by O'Connor
                    & Associates.

   Boundaries:      North:  Buffalo Bayou
                    South:  Brays Bayou
                    East:   South Main
                    West:   Hillcroft

   Survey Period:   April 1997
   Buildings:       277
   Net Rentable SF: 11,787,068
   Occupancy:       90.56%
   Rental Rate:     $0.372


C97-604                      O'Connor & Associates                       Page 43
<PAGE>

Trends

The neighborhood is considered to be heterogeneous in nature and experienced an
increase in commercial/retail construction activity in recent years. Recent
development in and around the subject neighborhood includes Class A apartments
in 1994 and early 1995, 11 retail developments between 1990 and year-to-date
(most concentrated near the West Loop and the Southwest Freeway), four (4) new
office buildings constructed in 1992 through 1996, and one (1) industrial
building between 1991 and 1996. Included in these developments is the
redevelopment of the Meyerland Plaza, an 887,000 square foot center completely
renovated within the past three (3) years. Major tenants of this center include
J.C. Penney's, Venture, Bed, Bath & Beyond, Marshall's, and Service Merchandise.
Several pad sites adjacent to this center have also been developed with
fast-food restaurants in the last two years. Several motels have been
constructed along the West Loop within the past year.


C97-604                      O'Connor & Associates                       Page 44
<PAGE>

Summary

In conclusion, the neighborhood is well located with good accessibility to area
developments, major thoroughfares, and surrounding communities. The overall land
area is approximately 95% built up allowing limited opportunity for future
growth. Therefore, as vacant land sites become more scarce, older properties
will be purchased and razed for new construction. Commercial properties should
have continued improvement as the recovery proceeds. Additionally, well
maintained and well managed properties are expected to have stable, if not
increasing occupancy rates. The subject neighborhood is considered to have a
stable and positive influence on the subject property being appraised.


C97-604                      O'Connor & Associates                       Page 45
<PAGE>

- --------------------------------------------------------------------------------
                                NEIGHBORHOOD MAP
- --------------------------------------------------------------------------------


                                [GRAPHIC OMITTED]
<PAGE>

                                    SITE DATA

The following description of the subject's characteristics are based on review
of a plat map obtained from Harris County, and our physical inspection of the
site. No survey of the subject was provided for review. Please refer to copies
of the plat map and photographs for a visual perspective of the subject's
physical characteristics.

Location

The subject property is located at the intersection of North Braeswood Boulevard
and Burdine Drive. The subject property has a primary physical address of 5410
North Braeswood, Houston, Harris County, Texas. Additionally the subject fronts
Braesvalley and Braesmont Drive.

Physical Attributes

The subject property consists of a total of +/-38.1796 acres (+/-1,663,103
square feet) of land area, and is irregular in shape. As indicated by the plat
map, the subject is separated into three parcels by Braesvalley Drive and
Burdine Drive. Based on the plat map, the subject property has +/-1,033 feet of
frontage along the north line of North Braeswood Boulevard, +/-776 feet of
frontage along the west line of Burdine Drive, +/-758 feet of frontage along the
east line of Burdine Drive, +/-1,415 feet of frontage along the south line of
Braesvalley Drive, +/-1,462 feet of frontage along the north line of


C97-604                      O'Connor & Associates                       Page 46
<PAGE>

Braesvalley Drive, and +/-778 feet of frontage along the west line of Braesmont
Drive. The property has a frontage to acreage ratio of 162.97:1.

Accessibility

The subject property is accessible from downtown Houston by traveling west on
the Southwest Freeway to the West Loop South, then south to North Braeswood
Boulevard, then west to the subject property. The subject property is located at
the intersection of North Braeswood Boulevard and Burdine Drive. The subject
property has a primary physical address of 5410 North Braeswood, Houston, Harris
County, Texas. Accessibility and visibility are considered to be good.

Streets

In the subject neighborhood, North Braeswood Boulevard is a 4-lane, 2-way,
esplanade- divided primary area thoroughfare which handles heavy daily traffic
flows. Burdine, Braesvalley, and Braesmont Drives are two-lane, two-way
concrete-paved roadways with curb and gutter drainage. Burdine Drive extends
between North Braeswood Boulevard and Braesvalley Drive. Braesmont Drive extends
north from North Braeswood Boulevard, and Braesvalley Drive extends west from
Braesmont Drive.

Topography

The topography of the site is generally level. Based on our inspection, the site
has adequate slope and drainage to remove ground water.


C97-604                      O'Connor & Associates                       Page 47
<PAGE>

Zoning and Restrictions

Neither the City of Houston nor Harris County utilizes zoning to regulate
development. Individual subdivisions often use deed restrictions to regulate
development. The appraisers were not provided a copy of any applicable deed
restrictions, and reserve the right to modify our value conclusions should any
deed restrictions be present that are detrimental to the subject site.

Utilities

Water and sewer service are provided by the City of Houston. Local telephone
service is provided by Southwestern Bell, and natural gas is available via
Entex. Electricity is provided by Houston Lighting & Power.

Easements/Encroachments

A survey was not provided to the appraisers for review. No easements or
encroachments that would have a negative effect on property value were visibly
apparent during our inspection. We reserve the right to modify our value
conclusions should a title policy reveal that any adverse easements or
encroachments are present.

Soil and Sub-soil Conditions

No soil engineer's report was available to us and no recent soil tests were
performed. Based on our inspection of surrounding development in the immediate
area and lack of further evidence to the contrary we have assumed a stable soil
condition that would ensure the structural integrity of any improvement which
may be constructed. We


C97-604                      O'Connor & Associates                       Page 48
<PAGE>

reserve our right to modify our value conclusions should these assumptions prove
incorrect. We caution and advise the user of this report to obtain engineering
studies which may be required to ascertain any structural integrity.

Environmental Conditions

No environmental report was available to us, nor did we observe any signs of
possible conditions during our physical inspection. Because we have no evidence
to the contrary, we have assumed that the properties are free of any material
which would adversely affect the value, including, but not limited to, asbestos
and toxic waste. We reserve our right to modify our value conclusions should
these assumptions prove incorrect. We caution and advise the user of this report
to obtain environmental studies which may be required to ascertain status of the
property with regard to asbestos and other hazardous materials.

Surrounding Development

Land use adjacent to the subject site includes Brays Bayou to the south across
North Braeswood Boulevard, a drainage easement to the west, single-family
residences to the north, and a retail shopping center to the east across
Braesmont Drive.


C97-604                      O'Connor & Associates                       Page 49
<PAGE>

Flood Zone

According to FIRM map panel no. 48201C0865-J, published for Harris County and
dated November 6, 1996, the large majority of the subject property is located in
Zone AE, an area within the 100-Year Floodplain. Improvements located within the
flood plain must be properly elevated. The north boundary appears to be in
shaded Zone X, an area between the 100- and 500-Year Floodplains. A portion of
the flood map is included at the end of this section of the report.


C97-604                      O'Connor & Associates                       Page 50
<PAGE>

================================================================================


                                [GRAPHIC OMITTED]


- --------------------------------------------------------------------------------
                                    PLAT MAP
================================================================================


C97-604                      O'Connor & Associates                       Page 51
<PAGE>

================================================================================


                                [GRAPHIC OMITTED]


- --------------------------------------------------------------------------------
                                 FLOOD PLAIN MAP
================================================================================


C97-604                      O'Connor & Associates                       Page 52
<PAGE>

                         DESCRIPTION OF THE IMPROVEMENTS

The subject property is improved with a 1,326-unit multifamily project which is
master-metered for electricity. The units are contained in two-story,
garden-style apartment buildings, constructed in 1967-70. Our final inspection
of the subject site was performed on August 7, 1997. The property manager (Sue)
was present during our interior inspection. The following chart exhibits the
unit mix for the project.

====================================================
                 SUBJECT UNIT MIX
- ----------------------------------------------------
   Unit Type       Number of     Unit    Rentable
                     Units       Size      Area

  1 BR / 1 BA         320         670     214,400

  1 BR / 1 BA          84         756      63,504

  1 BR / 1 BA          37         798      29,526

  2 BR / 1 BA         183         850     155,550

  2 BR / 1 BA         100         900      90,000

  2 BR / 1 BA         120         930     111,600

  2 BR / 1 BA          20         936      18,720

 2 BR / 1.3 BA         60         942      56,520

  2 BR / 2 BA         110       1,050     115,500

  2 BR / 2 BA          66       1,054      69,564

  2 BR / 2 BA          92       1,066      98,072

  2 BR / 2 BA          22       1,120      24,640

  2 BR / 2 BA          28       1,210      33,880

  2 BR / 2 BA          74       1,240      91,760

  3 BR / 2 BA           4       1,282       5,128

  3 BR / 2 BA           2       1,440       2,880

  3 BR / 3 BA           4       1,770       7,080
                        -

 Total # Units       1,326

 Avg Unit Size                   896

 Net Rentable Area                      1,188,324
====================================================


C97-604                      O'Connor & Associates                       Page 53
<PAGE>

The above net rentable area and unit mix was provided by the client; however, we
were not provided building plans. Our value conclusion is subject to revision if
a subsequent survey indicates building area significantly varying from the above
NRA.

The total net rentable area of the subject project is indicated to be 1,188,324
SF. The office/clubhouse, storage, and laundry rooms bring the gross building
area to an estimated +/-1,196,250 square feet.

Based on our inspection, the following is a description of the various
improvement construction components:

   Foundation:        Reinforced concrete slab at grade level

   Building Type:     Two-story garden style apartments

   Net Rentable Area: +/-1,188,324 square feet of net rentable building area

   Exterior Walls:    Brick, wood trim

   Roofing:           Flat built-up, tar and gravel and pitched composition
                      shingle

   Unit Finish:       Partitions between units are wood studs with painted
                      sheetrock panels. Floor coverings are carpet and vinyl
                      tile. Ceilings are textured sheetrock. Kitchen packages
                      include refrigerators, oven/ranges with exhaust fans,
                      dishwasher and disposal in a metal sink.

   Unit Amenities:    Units include ceiling fans, full kitchen packages, private
                      patios/balconies, walk-in closets, built-in shelving (in
                      some floorplans) and cable television hook-ups.

   Fixtures:          Plumbing and light fixtures are average for an apartment
                      complex in the area. Hot water is provided by central
                      boiler systems.

   Insulation:        Adequacy not known; assumed adequate

   Heating/Cooling:   Four pipe chilled water system with individually
                      controlled thermostats

   Parking:           Covered parking (metal canopies) is provided for 1,806
                      spaces. On street parking is available as well. Including
                      sidewalks, the


C97-604                      O'Connor & Associates                       Page 54
<PAGE>

                      paving is estimated to total +/-500,000 SF of asphalt and
                      concrete paving.

   Landscaping:       Above average with courtyards, mature trees and shrubs

   Pool:              Nine fenced pools (in central locations).

   Fence:             Brick and iron rail fencing surround perimeter. Limited
                      access gates regulate pedestrian and auto traffic through
                      the property.

   Stairs/landings:   Access to the upstairs units is by metal stairways with
                      light-weight concrete risers. Second level landings are
                      similar construction.

   Laundry:           Sixteen laundry rooms with coin-operated washers and
                      dryers

   Leasing Office:    Four units are currently utilized as leasing offices, one
                      located in each of the sections.

   Clubhouse:         The subject property has a clubhouse which is open for use
                      by the residents. The complex offers a "movie night" and
                      plays videos on a large-screen television. This clubhouse
                      is also where bingo is played, as well as being available
                      for wedding receptions and general parties. An
                      entertainment director is in charge of the clubhouse and
                      organizes the events.

   Fireplaces:        None

   Occupancy:         +/-95%, as of the provided June rent roll, 99% leased as
                      of the effective date of this appraisal (only one (1) unit
                      was available for lease).

   Year Built:        1967-70

   Condition:         The property has been well-maintained by the owners, with
                      many updates over the years. One portion of Nob Hill West
                      burned in 1985 and was rebuilt. The complex is considered
                      to be in good condition and is estimated to have an
                      effective age of 17 years, with a remaining estimated
                      economic life of 33 years (50 years total). No significant
                      deferred maintenance was noted during our physical
                      inspection nor during conversations with the on-site
                      manager. Some roofs on small pool buildings are in need of
                      replacement, lint-traps are being installed near the
                      laundry rooms, as well as electronic gate


C97-604                      O'Connor & Associates                       Page 55
<PAGE>

                      equipment for one of the phases and several balconies
                      needing repair. The total cost of these repairs are
                      considered as part of the on-going maintenance.

   Functional
   Utility:           The subject improvements are considered to be adequately
                      functional when compared with competing properties in the
                      neighborhood.

Conclusions:

The property is considered to have good curb appeal and should maintain a
competitive position in the market. The effective age of the subject property is
estimated at 17 years based on its observed condition. The apartment units (all
floorplans) have adequate functional utility with no items of functional
obsolescence noted, based on our personal inspection and discussions with the
manager. To the best of our knowledge, there are no actual or suspect code
violations and/or health and safety issues, based upon our physical inspection.
The subject property suffers from external obsolescence (see Cost Approach). It
is our conclusion that the subject property should remain competitive in its
sub-market area into the foreseeable future.


C97-604                      O'Connor & Associates                       Page 56
<PAGE>

                   SUBJECT PHOTOGRAPHS TAKEN ON AUGUST 7, 1997
================================================================================


                                [GRAPHIC OMITTED]


================================================================================

                 Subject property as seen from Braesvalley Drive
================================================================================


                                [GRAPHIC OMITTED]


================================================================================

             Exterior view of subject property and typical courtyard


C97-604                      O'Connor & Associates                       Page 57
<PAGE>

                   SUBJECT PHOTOGRAPHS TAKEN ON AUGUST 7, 1997
================================================================================


                                [GRAPHIC OMITTED]


================================================================================

                    View of building exterior and parking lot
================================================================================


                                [GRAPHIC OMITTED]


================================================================================

                          View of covered parking area


C97-604                      O'Connor & Associates                       Page 58
<PAGE>

                   SUBJECT PHOTOGRAPHS TAKEN ON AUGUST 7, 1997
================================================================================


                                [GRAPHIC OMITTED]


================================================================================

                                 Typical kitchen
================================================================================


                                [GRAPHIC OMITTED]


================================================================================

                                 Typical bedroom


C97-604                      O'Connor & Associates                       Page 59
<PAGE>

                   SUBJECT PHOTOGRAPHS TAKEN ON AUGUST 7, 1997
================================================================================


                                [GRAPHIC OMITTED]


================================================================================

                                Typical bathroom
================================================================================


                                [GRAPHIC OMITTED]


================================================================================

                               Typical living room


C97-604                      O'Connor & Associates                       Page 60
<PAGE>

                   SUBJECT PHOTOGRAPHS TAKEN ON AUGUST 7, 1997
================================================================================


                                [GRAPHIC OMITTED]


================================================================================

                           Interior view of clubhouse
================================================================================


                                [GRAPHIC OMITTED]


================================================================================

                          View of typical swimming pool


C97-604                      O'Connor & Associates                       Page 61
<PAGE>

                   SUBJECT PHOTOGRAPHS TAKEN ON AUGUST 7, 1997
================================================================================


                                [GRAPHIC OMITTED]


================================================================================

                 View looking west on North Braeswood Boulevard
================================================================================


                                [GRAPHIC OMITTED]


================================================================================

                 View looking east on North Braeswood Boulevard


C97-604                      O'Connor & Associates                       Page 62
<PAGE>

PROPERTY TAXES

The Harris County Appraisal District maintains the following account numbers for
the subject property: 041-088-000-0003; 041-088-000-0004; 041-088-000-0005;
041-088-000-0010; 041-088-000-0016; 041-088-000-0017; 041-088-000-0019.
Following are the 1996 overall tax rates for the taxing jurisdictions involved.

=========================================================================
Jurisdiction                                               1996 Tax Rate
- ------------                                               -------------

   Harris County                                               $0.647350

   City of Houston                                             $0.665000

   Houston I.S.D.                                              $1.384000

   Houston Community College                                   $0.063170
                                                               ---------

Total Tax Rates                                                $2.759520
=========================================================================

The 1997 preliminary assessed value of the land and improvements for the subject
property for the above mentioned jurisdictions, is as follows.

=========================================================================
 Assessed Land Value    Assessed Improvement Value  Total Assessed Value
 -------------------    --------------------------  --------------------

      $4,989,340               $26,850,590                   $31,839,930
=========================================================================

Based on the 1996 tax rates and preliminary 1997 assessment, the subject
property's tax liability is estimated to be +/-$878,629. The 1997 assessment
remains the same as the 1996 assessment.


C97-604                      O'Connor & Associates                       Page 63
<PAGE>

The subject property's assessed value and overall tax liability was compared to
those of other properties with similar improvements. The following are the
preliminary 1997 assessed values for the rent comparables and the subject
property on a per unit basis.

===================================================
   Comparable Tax Properties - 1997 Preliminary
===================================================
    Rental No.         No.       Age       A.V./
                      Units    (Years)     Unit
===================================================
         1             226        25      $14,256
- ---------------------------------------------------
         2             218        32      $18,158
- ---------------------------------------------------
         3             246        30      $18,891
- ---------------------------------------------------
         4             250        30      $17,806
- ---------------------------------------------------
         5             152        31      $23,995
- ---------------------------------------------------
 Subject Property     1,326       26      $24,012
===================================================

With the exception of Rental 5, the subject's preliminary 1997 assessed value
per unit is much higher than all the tax comparables. However, the current
assessed value is below our estimate of market value. Therefore, we cannot
assume a tax reduction for the subject property. A stabilized tax assessment of
+/-$24,012/unit is considered reasonable.

According to the office of Carl S. Smith, Tax Assessor, as well as the Houston
Independent School District, there are no delinquent taxes owed on the subject
property.


C97-604                      O'Connor & Associates                       Page 64
<PAGE>

                        ZONING AND RESTRICTIONS

Neither the City of Houston nor Harris County utilizes zoning to regulate
development. Individual subdivisions often use deed restrictions to regulate
development. The appraisers were not provided a copy of any applicable deed
restrictions, and reserve the right to modify our value conclusions should any
deed restrictions be present that are detrimental to the subject site.


C97-604                      O'Connor & Associates                       Page 65
<PAGE>

                            APARTMENT MARKET ANALYSIS

The sources of information used in this analysis are O'Connor and Associates'
Houston Area Apartment Ownership Guide, June 1997, and Apartment Data Services'
Apartment Market TRAC, April, 1997.

According to the June 1997 Houston Area Apartment Ownership Guide, the average
rental rate for the overall Houston market for separately metered (electricity)
was $495 per unit or $0.599 per square foot per month, with the overall average
occupancy rate being 92.46%. This is based on a sample of 1,961 projects and
333,328 rental units in the greater Houston area.

According to the April, 1997 Apartment Market TRAC, published by Apartment Data
Services, the average occupancy rate for the overall Houston market for all
apartment units was 90.3%, with an average rental rate of approximately $0.571
per square foot of net rentable area. This survey encompassed a total of 2,264
projects, or 400,111 units, with an average monthly rental of $474 and average
unit size of 831 square feet of net rentable area. Separately metered units
involved a total sample of 1,962 projects, or 354,146 units, with an average
monthly rental payment of $482 ($0.579 PSF/NRA) and average size of 832 square
feet. Historically, apartment construction in Harris County has been periodic,
ensuing whenever occupancies achieve 90%+ levels. During the early 1980's, the
oil embargo generated unprecedented gains in employment, and together with the
Economic Recovery Tax Act of 1981 (ERTA), which allowed taxpayers


C97-604                      O'Connor & Associates                       Page 66
<PAGE>

favorable treatment for investment in residential properties, the construction
of new apartments boomed.

The apartment market in Harris County experienced a much longer construction
cycle than was typical or justified during this period. The table on the
following page depicts new apartment construction activity in Greater Houston
through the Spring of 1997.


C97-604                      O'Connor & Associates                       Page 67
<PAGE>

====================================================
 HISTORICAL METROPOLITAN AREA APARTMENT CONSTRUCTION

        Year          Number of Units Built
        ----          ---------------------

   Prior to 1970              74,074

        1970                  14,649

        1971                  18,561

        1972                  19,377

        1973                  14,640

        1974                  10,069

        1975                  10,797

        1976                  13,267

        1977                  18,860

        1978                  34,708

        1979                  28,163

        1980                  15,134

        1981                  14,027

        1982                  28,147

        1983                  36,671

        1984                  15,673

        1985                   3,731

        1986                   1,371

        1987                    609

        1988                     0

        1989                    978

        1990                   1,845

        1991                   3,554

        1992                   3,977

        1993                   1,495

        1994                   5,789

        1995                   5,180

        1996                   4,765

        1997                     0
====================================================


C97-604                      O'Connor & Associates                       Page 68
<PAGE>

During the early 1980's, a tremendous number of people moved into the area, as
employment in the energy industry expanded as a result of the 1973 oil embargo.
This fact probably had as much to do with the apartment glut as the 1981 tax
law. The oil embargo was a boon to the Houston area economy because of the
economic dependence on oil and gas, whereas the nation at large suffered from
the effects of the oil embargo.

The Houston area experienced rapid new growth due to increased oil production.
Because manufacturing was declining in the northeasterly portions of the nation,
many people moved to this area for employment.

Occupancy, Vacancy, and Absorption

According to the June 1997 Houston Area Apartment Ownership Guide, published by
O'Connor & Associates, the occupancy level for separately metered projects was
92.46% in June 1997 and 91.59% in June 1996. This represents a decrease of 0.94%
in the vacancy rate of operating units for the Harris County Metropolitan Area.
According to the April, 1997 Apartment Market TRAC, published by Apartment Data
Services, occupancy levels in Harris County have remained in the 89%+ range over
the past several years. The table on the following page depicts a history of
physical vacancy during the past several years for both separately metered and
master metered apartment projects in the Harris County area.


C97-604                      O'Connor & Associates                       Page 69
<PAGE>

=============================================
HISTORICAL METROPOLITAN AREA OCCUPANCY LEVELS

       Period          Occupancy Level
       ------          ---------------

     March 1989            81.90%

     June 1989             83.50%

   September 1989          84.30%

   December 1989           84.50%

     March 1990            84.90%

     June 1990             85.90%

   September 1990          86.80%

   December 1990           87.20%

     March 1991            87.40%

     June 1991             87.30%

   September 1991          87.60%

   December 1991           87.40%

     March 1992            86.90%

     June 1992             87.90%

   September 1992          88.10%

   December 1992           87.50%

     March 1993            87.40%

     June 1993             88.00%

   September 1993          88.20%

   December 1993           88.10%

     March 1994            87.90%

     June 1994             88.50%

   September 1994          89.10%

   December 1994           88.50%

     March 1995            88.30%

     June 1995             89.00%

   September 1995          89.60%

   December 1995           89.50%

     March 1996            89.50%

     June 1996             90.00%

   September 1996          90.40%

   December 1996           90.00%

     March 1997            90.30%
=============================================


C97-604                      O'Connor & Associates                       Page 70
<PAGE>

Net unit absorption can be described as being the sum of the net new units
absorbed plus the older units absorbed. If the net units absorbed is a plus, it
indicates positive growth and demand for new units. However, a number contained
within parenthesis indicates a decrease in demand or negative growth. The
following chart illustrates a recent history of Harris County net unit
absorption.

=========================================
 METROPOLITAN AREA NET UNIT ABSORPTION

       Period          Units Absorbed
       ------          --------------

 First Quarter 1991        (1,086)

Second Quarter 1991          662

 Third Quarter 1991         2,818

Fourth Quarter 1991         (209)

 First Quarter 1992        (1,230)

Second Quarter 1992         4,853

 Third Quarter 1992          798

Fourth Quarter 1992         (504)

 First Quarter 1992          85

Second Quarter 1993         2,285

 Third Quarter 1993         1,219

Fourth Quarter 1993         (624)

 First Quarter 1994          462

Second Quarter 1994         3,036

 Third Quarter 1994         2,769

Fourth Quarter 1994          224

 First Quarter 1995          452

Second Quarter 1995         3,605

 Third Quarter 1995         3,344

Fourth Quarter 1995          122

 First Quarter 1996         1,654

Second Quarter 1996         3,503

 Third Quarter 1996         2,035

Fourth Quarter 1996         (463)

 First Quarter 1997         1,170
=========================================


C97-604                      O'Connor & Associates                       Page 71
<PAGE>

Concessions

Rental concessions have become less of a consideration during the past several
years. During 1984 and 1985, as an incentive to entice renters into a project,
apartment owners offered trips to exotic places, cash, microwave ovens, free
rent during some portion of the lease, as well as other promotions. However,
those concessions were offered at a time when the quoted rental rates remained
high. This practice has abated to a great extent. According to the April, 1997
Apartment Market TRAC, of the 2,264 projects operating in Greater Houston, only
641 projects are offering some sort of rent concession. It has become apparent
that project owners are now quoting "effective" rental rates, while offering
fewer rental concessions.

The following chart itemizes the types of rental concessions offered in the
Greater Houston market:

==========================================================
                    Rental Concessions
==========================================================
       Type of Rental Concession          # of Projects
- ----------------------------------------------------------
Move-in special                                       147
- ----------------------------------------------------------
Months free special                                   112
- ----------------------------------------------------------
Floorplan special                                     382
==========================================================
                                  Total               641
==========================================================


C97-604                      O'Connor & Associates                       Page 72
<PAGE>

Rental Rates

As mentioned previously, apartment owners are now quoting on an effective rental
rate basis. The following table (as taken from the Apartment Market TRAC)
illustrates the improving Greater Houston apartment market. The average rental
rate increased steadily during the past five years.

=========================================
  HISTORICAL METROPOLITAN AREA AVERAGE
          MONTHLY RENTAL RATES

       Period        Rental Rate ($/PSF)
       ------        -------------------

   September 1991          $0.488

   December 1991           $0.491

     March 1992            $0.498

     June 1992             $0.503

   September 1992          $0.507

   December 1992           $0.508

     March 1993            $0.513

     June 1993             $0.516

   September 1993          $0.520

   December 1993           $0.522

     March 1994            $0.526

     June 1994             $0.530

   September 1994          $0.534

   December 1994           $0.535

     March 1995            $0.538

     June 1995             $0.544

   September 1995          $0.548

   December 1995           $0.549

     March 1996            $0.552

     June 1996             $0.556

   September 1996          $0.563

   December 1996           $0.565

     March 1997            $0.571
=========================================


C97-604                      O'Connor & Associates                       Page 73
<PAGE>

General Market Conclusions

The Harris County apartment market experienced drastic declines in occupancies
and rental rates in the mid- and late 1980's. However, these factors were the
result of extreme overbuilding, which was intensified by OPEC's supply and
pricing of oil, which in effect, caused severe layoffs in the energy industry.
The apartment market is recovering, as evidenced by the continuing trend of
positive net unit absorption, improved occupancy rates, and increases in rental
rates.

Subject Market Area

Apartment Data Services segments the Harris County market into 39 individual
submarkets within Harris County, and delineates between apartment complexes
where the "resident pays the utilities" (separately metered) and the "owner pays
the utilities" (master metered). The subject property is located in the
Braeswood/Fondren Southwest Market Area (Southwest 8) by Apartment Data
Services. This area's general boundaries are U.S. Highway 59, Bissonnet, and
Beechnut to the north, South Gessner Road, West Bellfort, and Beltway 8 to the
west, Beltway 8 to the south, and Hillcroft, and Loop 610 to the east. As all of
the units at the subject property are master-metered; therefore this analysis
will concentrate on this type of project.

According to the April, 1997 Apartment Market TRAC, there were 7 master-metered
projects in this market area, which contained a total of 3,395 units.
Master-metered projects comprise only 8% of the total number of apartment
projects in this market area.


C97-604                      O'Connor & Associates                       Page 74
<PAGE>

The overall occupancy rate for master-metered projects in this market area was
90.90%. The average rental rate for projects in this market area was $0.654 per
square foot, with the average monthly rent being $544 per month. The following
chart depicts recent trends in this market.

=====================================================
             MARKET AREA TREND ANALYSIS
=====================================================
    Time Period        Occupancy      Rental Rate
- -----------------------------------------------------
   Last 3 Months         4.00%           7.00%

   Last 6 Months        (1.50)%          4.40%

  Last 12 Months        (0.70)%          3.40%

  Last 18 Months         2.00%           0.30%
=====================================================

The trend analysis indicates that occupancy rate increases are greater than
those of the Greater Houston area, as well as rent increases also being greater.
The chart below depicts trends of the Greater Houston area for comparison
purposes.

=====================================================
        GREATER HOUSTON AREA TREND ANALYSIS
=====================================================
    Time Period        Occupancy      Rental Rate
- -----------------------------------------------------
   Last 3 Months         1.50%           4.00%

   Last 6 Months        (0.60)%          2.40%

  Last 12 Months         0.50%           3.20%

  Last 18 Months         0.70%           2.90%
=====================================================

Construction & Building Permits

From 1992 to March, 1997, no new units were built in the subject submarket
(Apartment Market TRAC). Approximately 2,895 units have been renovated since
1992 in the subject submarket. Presently, there are no projects under
construction. The following chart illustrates new construction activity within
the subject submarket.


C97-604                      O'Connor & Associates                       Page 75
<PAGE>

=========================================
   MARKET AREA APARTMENT CONSTRUCTION
=========================================

                       Number    Number
                      of Units  of Units
        Year           Built   Renovated
        ----           -----   ---------

   Prior to 1970       3,685       0

        1970            169        0

        1971             0         0

        1972            574        0

        1973            290        0

        1974            107        0

        1975            521        0

        1976           1,290       0

        1977           3,347       0

        1978           3,514       0

        1979           1,822       0

        1980            844        0

        1981           1,216       0

        1982            940        0

        1983           1,372       0

        1984            573       323

        1985            119      1,322

        1986            64       1,597

        1987             0         0

        1988             0        195

        1989             0        681

        1990             0        436

        1991             0         0

        1992             0       1,021

        1993             0        130

        1994             0        341

        1995             0        179

        1996             0       1,224

        1997             0         0
=========================================


C97-604                      O'Connor & Associates                       Page 76
<PAGE>

Absorption, Occupancy, and Vacancy

According to Apartment Data Services, during the four (4) quarters ending March,
1997, a positive 253 apartment units were absorbed in the subject submarket. The
following depicts the net unit absorption for this market area from March, 1992
to March, 1997.

=========================================
    MARKET AREA NET UNIT ABSORPTION

       Period          Units Absorbed
       ------          --------------

 First Quarter 1992          61

Second Quarter 1992          108

 Third Quarter 1992         (130)

Fourth Quarter 1992         (135)

 First Quarter 1993         (61)

Second Quarter 1993         (20)

 Third Quarter 1993          255

Fourth Quarter 1993         (26)

 First Quarter 1994         (127)

Second Quarter 1994          67

 Third Quarter 1994         (33)

Fourth Quarter 1994           8

 First Quarter 1995         (155)

Second Quarter 1995          301

 Third Quarter 1995          367

Fourth Quarter 1995          29

 First Quarter 1996          345

Second Quarter 1996          402

 Third Quarter 1996         (33)

Fourth Quarter 1996         (291)

 First Quarter 1997          175
=========================================


C97-604                      O'Connor & Associates                       Page 77
<PAGE>

According to Apartment Data Services, the overall occupancy rate for the subject
market has increased from 84.4% to the current occupancy of 91.20% within the
past five years (March, 1992 through March, 1997). The following chart depicts
historical occupancy levels within the subject's market area.

=========================================
      HISTORICAL OCCUPANCY LEVELS
=========================================

       Period          Occupancy Level
       ------          ---------------

     March 1992            84.40%

     June 1992             84.90%

   September 1992          84.40%

   December 1992           83.70%

     March 1993            83.40%

     June 1993             84.00%

   September 1993          85.20%

   December 1993           85.10%

     March 1994            84.50%

     June 1994             84.80%

   September 1994          84.60%

   December 1994           84.60%

     March 1995            83.90%

     June 1995             84.70%

   September 1995          88.30%

   December 1995           88.50%

     March 1996            90.20%

     June 1996             92.00%

   September 1996          91.80%

   December 1996           90.30%

     March 1997            91.20%
=========================================


C97-604                      O'Connor & Associates                       Page 78
<PAGE>

Rental Rates

As in the Greater Houston area, the subject's market area has enjoyed steadily
increasing overall rental rates. The chart below details rental rates in this
area over the past few years.

=========================================
MARKET AREA AVERAGE MONTHLY RENTAL RATES
=========================================

       Period        Rental Rate ($/PSF)
       ------        -------------------

     March 1992            $0.469

     June 1992             $0.474

   September 1992          $0.472

   December 1992           $0.470

     March 1993            $0.474

     June 1993             $0.475

   September 1993          $0.479

   December 1993           $0.477

     March 1994            $0.485

     June 1994             $0.488

   September 1994          $0.487

   December 1994           $0.484

     March 1995            $0.486

     June 1995             $0.492

   September 1995          $0.498

   December 1995           $0.497

     March 1996            $0.489

     June 1996             $0.489

   September 1996          $0.491

   December 1996           $0.495

     March 1997            $0.504
=========================================


C97-604                      O'Connor & Associates                       Page 79
<PAGE>

Apartment Market Area Conclusions

Many apartment facilities in the area are similar in age and are experiencing
similar rental rates and occupancy levels. It is our opinion that rental rates
will experience steady moderate increases over the next few years, as vacancy
levels continue to decline. Demand is reducing the oversupply and rental rates
have increased significantly such that additional construction is feasible for
some apartment types. However, there are indications of limited external
economic obsolescence in the market.

Subject's Micro-Market Area

The subject property and the identified comparable rentals are thoroughly
discussed in the Income Approach section of this report.


C97-604                      O'Connor & Associates                       Page 80
<PAGE>

                                Highest and Best
                                       Use
<PAGE>

                          HIGHEST AND BEST USE ANALYSIS

The highest and best use may be defined as "the reasonably probable and legal
use of vacant land or an improved property, which is physically possible,
appropriately supported, financially feasible, and that results in the highest
value," according to The Appraisal of Real Estate, Eleventh Edition. The opinion
of such use may be based on the highest and most profitable continuous use to
which the property is adapted and needed, or likely to be in demand in the
reasonably near future.

However, elements affecting value which depend upon events, or a combination of
occurrences which, while within the realm of possibility, are not fairly shown
to be reasonably probable, should be excluded from consideration. Also, if the
intended use is dependent on an uncertain act of another person, the intention
cannot be considered.

It may be further defined as that use of land which may reasonably be expected
to produce the greatest net return to land over a given period of time - that
use which will yield to the land the highest present value.
This is sometimes referred to as the optimum use.


C97-604                      O'Connor & Associates                       Page 81
<PAGE>

Alternatively, that use, from among reasonably probable and legal alternative
uses, is found to be:

            a. Physically Possible
            b. Legally Permissible
            c. Financially Feasible
            d. Maximally Productive

The definition, immediately preceding, applies specifically to the highest and
best use of land. It is to be recognized that in cases where a site has existing
improvements on it, the highest and best use may very well be determined to be
different from the existing use. The existing use will continue however, unless
and until land value in its highest and best use exceeds the total value of the
property in its existing use, plus the cost of demolition.

Implied within these definitions is recognition of the contribution of that
specific use to community environment or to community development goals in
addition to wealth maximization of individual property owners.

In appraisal practice, the concept of highest and best use represents the
premise upon which value is based. In the context of the most probable selling
price (market value)


C97-604                      O'Connor & Associates                       Page 82
<PAGE>

another appropriate term to reflect highest and best use would be most probable
use. In the context of investment value, an alternative term would be most
profitable use.

"Also Implied in these definitions is that the determination of highest and best
use takes into account the contribution of a specific use to the community and
community development goals as well as the benefits of that use to individual
property owners. Hence, in certain situations the highest and best use of the
land may be for parks, greenbelt, preservation, conservation, wildlife habitats
and the like."

There are two distinct types of highest and best use, that being the highest and
best use as if the site were vacant, and the highest and best use as if the site
were improved. Both use determinations require consideration of the physical,
legal, financial feasibility and maximal productivity for the site and
improvements.

A neighborhood and site analysis is essential in estimating the highest and best
use of the site as if vacant. The improvement analysis contributes to the
highest and best use as improved. The subject site will first be analyzed as if
vacant, and then an analysis of the property as improved will follow.


C97-604                      O'Connor & Associates                       Page 83
<PAGE>

               Highest and Best Use Analysis - "As Vacant"

Physically Possible

The site is irregular in shape, and contains a total of +/-38.1796 acres
(+/-1,663,103 square feet) of land. Further, the subject property is located at
the intersection of North Braeswood Boulevard and Burdine Drive. The subject
property has a primary physical address of 5410 North Braeswood, Houston, Harris
County, Texas.

All public utilities are available to the tract. The topography of the site is
generally level. As stated previously, no soil engineer's report was available
to us and no recent soil tests were performed. As a result, we have assumed a
stable soil condition with sufficient load bearing capacity. Once again, we
caution and advise the user of this report to obtain engineering studies which
may be required to ascertain structural integrity and reserve the right to
modify our value conclusions should these assumptions prove incorrect.

The physical characteristics of the tract would allow potential development of
the site to a wide range of large-scale uses. As such, virtually all large-scale
uses are physically possible.

Legally Permissible

The City of Houston does not utilize zoning to regulate development. Individual
subdivisions often use deed restrictions to regulate development. The appraisers
were


C97-604                      O'Connor & Associates                       Page 84
<PAGE>

not provided a copy of any applicable deed restrictions, and reserve the right
to modify our value conclusions should any deed restrictions be present that are
detrimental to the subject site. As such, Legally Permissible uses would include
virtually all physically possible uses.

Financial Feasibility and Maximal Productivity

In order to be financially feasible, the improvements should conform with the
surrounding land uses. To meet the test of being financially feasible, the
project must provide a net return over a reasonable period of time. Current
market rents do not justify development of a new, Class-B, 1,300+ unit
multifamily complex, office building, retail building, or industrial
development. Considering the trends and conditions that prevail in this market
area, development of the site for a use other than owner-occupancy is not
financially feasible. However, rent levels and occupancies are increasing in
some areas, and are approaching feasible levels for some types of properties.

Single-family lot development is financially feasible but is not the maximally
productive use of the site, since subdivision developers typically pay
approximately $5,000 to $10,000 per acre for land.


C97-604                      O'Connor & Associates                       Page 85
<PAGE>

Conclusion - "As Vacant"

Commercial utilization of the subject site is physically possible and legally
permissible; however, most types of commercial properties are experiencing an
oversupply, as well as low demand for new speculative multi-tenant construction.
However, in the current subject market and given the subject's location and
immediate surrounding development, it is considered that neither new apartment
development nor new speculative retail development will be undertaken. As such,
the Highest and Best Use for the subject site is for future multifamily
development at a time when market rents approach feasible rent levels and
occupancies of Class A properties warrant additional supply.


C97-604                      O'Connor & Associates                       Page 86
<PAGE>

Highest and Best Use Analysis - "As Improved"

The subject site is improved with a 1,326-unit apartment project with a net
rentable area of +/-1,188,324 square feet. The improvements are of good quality
construction and are in good condition. Such improvements are Physically
Possible and Legally Permissible.

Financially Feasible and Maximally Productive:

Our analysis of market rent (Income Approach) and feasible rent (Cost Approach)
indicate that presently, the subject property, as improved, would not be
feasible to build new. Further, based on the current trends and conditions, this
would be true for a significant number of property types in this market.

The improvements, which are considered to be in good condition, are functionally
adequate for their intended use and contribute value to the site. As such, and
in the absence of any higher use, the existing improvements are considered the
highest productive use at the present time.

Highest and Best Use Conclusion:

In consideration of all of the above, and no other apparent higher use for the
site in the foreseeable future, it is our opinion that the Highest and Best Use
for the subject property is its present multifamily use.


C97-604                      O'Connor & Associates                       Page 87
<PAGE>

                                 Cost Approach
<PAGE>

SALES COMPARISON APPROACH - LAND

In reaching the land value estimate of the subject property by the sales
comparison approach, Harris County Deed Records were searched for recent sales
of comparable properties within this area. Additionally, real estate brokers and
appraisers active in the area were consulted as to their knowledge of properties
currently offered on the market for sale which would be in competition with the
subject property, if it were offered for sale on the open market.

The available market data was investigated, analyzed and compared to the subject
property, taking into prime consideration the various similar and dissimilar
characteristics, including terms of sale, and adjustments were applied
accordingly in reaching the value estimate of the subject property by the market
approach. No sales which were known to have occurred were arbitrarily
disregarded. Only sales which were deemed not comparable, or could not be
confirmed, or involved conditions not considered to represent fair market
conditions, were deliberately omitted. The following is a listing of sales
considered in our analysis of the subject property.


C97-604                     O'Connor and Associates                      Page 88
<PAGE>

================================================================================
LAND SALE NUMBER ONE
- --------------------------------------------------------------------------------
Location:                      +/-350 ft N of Westheimer & +/-1000 ft W of
                               Stoney Brook

Date of Sale:                  05/08/96

Key Map Reference:             490-V

Recording Data:                Film Code 508-29-0767

Grantor:                       Ronald E. Lee

Grantee:                       TCR South Central 1995

Legal Description:             Part of 3rd Tract, Camille G. Pillot Survey,
                               Abstract 72, Harris County, Texas

Land Area:                     15.500    Acres              675,180  Square Feet

Consideration:                 $7,427,000

Price Per Square Foot:         $11.00

Terms:                         Cash to seller

Property Characteristics:

        Property Use:          Vacant at time of sale

        Utilities:             All available

        Topography:            Basically level

        Flood Plain:           None

        Frontage:              N/A

Remarks:                       This site was purchased for expansion of an
                               existing apartment complex. It appears as though
                               the buyer was willing to pay a premium to acquire
                               this particular tract located adjacent to his
                               existing project. Based on the market data, a
                               downward adjustment is necessary for conditions
                               of sale.

================================================================================


C97-604                     O'Connor and Associates                      Page 89
<PAGE>

================================================================================
LAND SALE NUMBER TWO
- --------------------------------------------------------------------------------
Location:                      Southeast corner of Loop 610 and Glenmont

Date of Sale:                  10/31/94

Key Map Reference:             531-D

Recording Data:                ###-##-####

Grantor:                       Pin Oak Partners, Ltd.

Grantee:                       Houston ISD

Legal Description:             Part of Lots 1, 2 Block 3, Westmoreland Farms 1,
                               James Blessing Survey, Abstract 162, Harris
                               County, Texas

Land Area:                     18.150   Acres               790,614 Square Feet

Consideration:                 $5,534,298

Price Per Square Foot:         $7.00

Terms:                         Cash to seller

Property Characteristics:

        Property Use:          Vacant at time of sale

        Utilities:             All available

        Topography:            Basically level

        Flood Plain:           None

        Frontage:              630 FF - Loop 610
                               1,254 FF - Glenmont
                               630 FF - Avenue B

================================================================================


C97-604                     O'Connor and Associates                      Page 90
<PAGE>

================================================================================
LAND SALE NUMBER THREE
- --------------------------------------------------------------------------------
Location:                      North side of Club Creek, +/-350' northwest of
                               Highway 59

Date of Sale:                  10/27/94

Key Map Reference:             530-N

Recording Data:                ###-##-####

Grantor:                       Charles W. Austin, Tr.

Grantee:                       Equitable Life

Legal Description:             22.19 acres out of the H.T.& B.R.R. Co. Survey,
                               Abstract 398, Harris County, Texas

Land Area:                     22.190    Acres              966,596  Square Feet

Consideration:                 $3,363,944

Price Per Square Foot:         $3.48

Terms:                         Cash to Seller

Property Characteristics:

        Property Use:          Vacant at time of sale

        Utilities:             All available

        Topography:            Basically level

        Flood Plain:           None

        Frontage:              1,439 FF - Club Creek

================================================================================


C97-604                     O'Connor and Associates                      Page 91
<PAGE>

================================================================================
LAND SALE NUMBER FOUR
- --------------------------------------------------------------------------------
Location:                      Adjacent to the southwest corner of West Bellfort
                               and South Post Oak

Date of Sale:                  04/12/93

Key Map Reference:             531-U

Recording Data:                ###-##-####

Grantor:                       Southmark Corp.

Grantee:                       SCC Development Corp.

Legal Description:             9.78 acres out of the J.D. Owen Survey, Abstract
                               612, Harris County, Texas

Land Area:                     9.7800   Acres               426,017 Square Feet

Consideration:                 $1,848,500

Price Per Square Foot:         $4.34

Terms:                         Cash to seller

Property Characteristics:

        Property Use:          Vacant at time of sale

        Utilities:             All available

        Topography:            Basically level

        Flood Plain:           None

        Frontage:              607 FF - West Bellfort
                               744 FF - South Post Oak

================================================================================


C97-604                     O'Connor and Associates                      Page 92
<PAGE>

================================================================================
LAND SALE NUMBER FIVE
- --------------------------------------------------------------------------------
Location:                      Adjacent to the southwest corner of West Bellfort
                               and South Post Oak

Date of Sale:                  04/12/93

Key Map Reference:             531-U

Recording Data:                ###-##-####

Grantor:                       SCC Development Corp.

Grantee:                       Kroger Company

Legal Description:             5.60 acres out of the J.D. Owen Survey, Abstract
                               612, Harris County, Texas

Land Area:                     5.6000     Acres              243,936 Square Feet

Consideration:                 $1,848,500

Price Per Square Foot:         $7.58

Terms:                         Cash to seller

Property Characteristics:

        Property Use:          Vacant at time of sale

        Utilities:             All available

        Topography:            Basically level

        Flood Plain:           None

        Frontage:              607 FF - West Bellfort
                               55 FF - South Post Oak

Remarks:                       This tract was purchased for construction of a
                               Kroger store.

================================================================================


C97-604                     O'Connor and Associates                      Page 93
<PAGE>

                                 LAND SALES MAP

                                [GRAPHIC OMITTED]
<PAGE>

Analysis of the Sales

The value for the subject tract was based on consideration of the previously
mentioned comparable land sales. This estimate was based on an analysis of these
sales in relation to the subject site after adjustments were applied for
conditions of sale, availability of utilities, location, size, corner influence,
and shape. The following is a summary of the sales used in our analysis. We will
compare the sales on the basis of sales price per square foot, which is the most
common unit of comparison for commercial tracts.

<TABLE>
<CAPTION>
================================================================================================
  Sale    Location                                  Sale        Sale           Size     Price
   No.                                              Date        Price         (Acres)   Per SF
================================================================================================
    <S>   <C>                                       <C>         <C>           <C>      <C>

    1     +/-350 ft N of Westheimer & +/-1000 ft    05/08/96    $7,427,000    15.500   $11.00
          W of Stoney Brook
- ------------------------------------------------------------------------------------------------
    2     Southeast corner of Loop 610 and          10/31/94    $5,534,298    18.150    $7.00
          Glenmont
- ------------------------------------------------------------------------------------------------
    3     North side of Club Creek, +/-350'         10/27/94    $3,363,944    22.190    $3.48
          northwest of Highway 59
- ------------------------------------------------------------------------------------------------
    4     Adjacent to the southwest corner of       04/12/93    $1,848,500     9.780    $4.34
          West Bellfort and South Post Oak
- ------------------------------------------------------------------------------------------------
    5     Adjacent to the southwest corner of       04/12/93    $1,848,500     5.600    $7.58
          West Bellfort and South Post Oak
================================================================================================
</TABLE>

The land sales incorporated in this analysis occurred from 1993 through 1996.
Despite intense research efforts, no comparable 1997 land sales were found. Due
to the large size of the subject site, and the built-up nature of the area, few
large acreage tracts were available for analysis. Data on each of the sales,
including sales price, was confirmed with sources considered to be reliable.
Based on analysis of this data and other pertinent information obtained in our
research, the following is a discussion of the factors which were found to
exhibit significant influence on property values in this market.


C97-604                     O'Connor and Associates                      Page 94
<PAGE>

FACTORS TO BE CONSIDERED AND SUMMARY OF ADJUSTMENTS

Property Rights Conveyed       This adjustment considers the difference in sales
                               price of properties sold in fee simple estate or
                               in leased fee estate and the affect of any
                               existing leases on the sales price of the
                               property. All the sales were fee simple with no
                               adjustments applicable.

Cash Equivalency               Typical land investment property terms are
                               considered to be 20-30% cash down with a 10-15
                               year note, with varying interest on payments. All
                               sales were cash or equivalent, thus an adjustment
                               for this item was not necessary.

Conditions of Sale             This adjustment reflects the motivations of the
                               buyer and seller, i.e., assemblage, distress
                               sale, reduced prices from family purchase, or
                               purchase by adjacent land owners. With the
                               exception of Sale 1, all of the sales were
                               considered arms-length transactions with no
                               conditions perceived which warranted a condition
                               of sale adjustment. Sale 1, however, was
                               purchased by an adjoining land owner who was
                               willing to pay a premium to acquire this
                               particular tract to expand his project. Thus,
                               based on the market data, a 25% downward
                               adjustment was considered applicable to Sale 1
                               for conditions of sale.

Changing Market Conditions     Since about 1992, land prices in the Houston area
                               and the subject neighborhood have generally
                               stabilized. This stabilized trend is consistent
                               with today's market; therefore, no adjustments
                               were indicated for Sales 1 through 5 (which
                               occurred from 1993 to 1996).

Location                       The type and density of surrounding development
                               was examined for each sale. In addition,
                               locations with proximity to business and retail
                               centers were also considered. Properties which
                               are located in densely developed areas, leading
                               to higher visibility and traffic passage, tend to
                               sell for higher prices than properties which are
                               in less developed locations. Additionally,
                               properties located on major


C97-604                     O'Connor and Associates                      Page 95
<PAGE>

                               thoroughfares are generally considered superior
                               to those located on secondary streets and
                               typically command premium sales prices. The
                               subject is located at the intersection of North
                               Braeswood Boulevard and Burdine Drive, with
                               additional frontage on Braesvalley and Braesmont
                               Drives (see plat - Site Description section).
                               Primarily due to its frontage on North Braeswood
                               Boulevard, the subject property enjoys good
                               exposure, access, and commercial appeal. Sale 1
                               is located on Westheimer Road, which is the most
                               heavily travelled non-highway road in Houston.
                               This sale is considered superior to the subject
                               in location and is adjusted downward 25%. Sale 2
                               is located along the West Loop South, just within
                               the city limits of Bellaire. This sale is also
                               considered superior to the subject and is
                               adjusted downward 20%. Sale 3 is located west of
                               the Southwest Freeway along a secondary traffic
                               carrier. This location is considered inferior to
                               the subject and this sale is adjusted upward 15%.
                               Sales 4 and 5 are located in close proximity to
                               the subject along South Post Oak and West
                               Bellfort Streets. No location adjustment is
                               considered necessary for these sales.

Size                           Typically, the larger the tract the lower the
                               unit price. The converse also tends to be true.
                               Land sales analyzed on a regional basis indicates
                               a 5% to 10% price premium for each halving (or
                               doubling) of size. A 10% adjustment appears
                               reasonable for the subject area and has been
                               utilized in our analysis. All sales are smaller
                               than the subject and were adjusted downward 10%
                               to 50%.

Shape                          Properties which are irregular in shape,
                               therefore making development more difficult,
                               usually sell for less than a tract which is of a
                               more normal configuration. The streets dividing
                               the subject do not affect the utility of the
                               tract for its highest and best use. Similar to
                               the subject, all of the sales are reasonably
                               shaped for development purposes and required no
                               adjustment for shape.


C97-604                     O'Connor and Associates                      Page 96
<PAGE>

Utilities                      The availability of utilities is a major factor
                               in the development of any property. If a site has
                               no utility service or cannot acquire access, it
                               is virtually impossible to develop. The subject
                               has access to all public utilities. All of the
                               sales have similar access and warranted no
                               adjustments for utilities.

Corner                         Properties that have corner influences, or those
                               that have access from two or more thoroughfares
                               are typically superior than interior tracts, due
                               to access and exposure characteristics. Although
                               valued as one tract, Burdine and Braesvalley
                               Drives separate the subject into three parcels
                               with multiple corners. Sales 1, 3, 4, and 5 are
                               all inferior to the subject in corner influence
                               and required upward adjustments of 5% to 10%.
                               Sale 2 is considered similar and is not adjusted.

Topography                     The subject site appears basically level and well
                               drained, and is located within the 100-Year Flood
                               Plain (Zone AE and Shaded Zone X). Sales 1
                               through 3 are located outside of the 100-Year
                               Flood Plain and were adjusted downward 10% for
                               this superior feature. Sales 4 and 5 are located
                               within a similar flood plain and are not
                               adjusted.

Each of the sales was analyzed and compared to the subject, with adjustments
applied for differences in the factors discussed above. Insufficient data was
available to utilize the matched pair analysis. Adjustments were applied based
on general comparisons of empirical data and the personal observation and
judgement of the appraiser. The grid on the following page illustrates the
procedure used in arriving at an estimate of value for the subject site.


C97-604                     O'Connor and Associates                      Page 97
<PAGE>

================================================================================
                           LAND SALES ADJUSTMENT GRID
================================================================================
                               SALE 1     SALE 2    SALE 3    SALE 4     SALE 5
- --------------------------------------------------------------------------------
Sale Price Per Square Foot     $11.00     $7.00     $3.48     $4.34      $7.58
- --------------------------------------------------------------------------------
Property Rights Conveyed         0%        0%         0%        0%         0%
- --------------------------------------------------------------------------------
Adjusted Sales Price           $11.00     $7.00     $3.48     $4.34      $7.58
- --------------------------------------------------------------------------------
Cash Equivalency                 0%        0%         0%        0%         0%
- --------------------------------------------------------------------------------
Adjusted Sales Price           $11.00     $7.00     $3.48     $4.34      $7.58
- --------------------------------------------------------------------------------
Conditions of Sale              -25%       0%         0%        0%         0%
- --------------------------------------------------------------------------------
Adjusted Sales Price           $8.25      $7.00     $3.48     $4.34      $7.58
- --------------------------------------------------------------------------------
Changing Market Conditions       0%        0%         0%        0%         0%
- --------------------------------------------------------------------------------
Adjusted Sales Price           $8.25      $7.00     $3.48     $4.34      $7.58
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Location                        -25%      -20%       15%        0%         0%
- --------------------------------------------------------------------------------
Size                            -20%      -20%       -10%      -30%       -50%
- --------------------------------------------------------------------------------
Shape                            0%        0%         0%        0%         0%
- --------------------------------------------------------------------------------
Utilities                        0%        0%         0%        0%         0%
- --------------------------------------------------------------------------------
Corner                          10%        0%        10%        5%         5%
- --------------------------------------------------------------------------------
Topography                      -10%      -10%       -10%       0%         0%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Overall Adjustment (%)          -45%      -50%        5%       -25%       -45%
- --------------------------------------------------------------------------------
Indicated Value Per Sq. Ft.    $4.54      $3.50     $3.65     $3.25      $4.17
================================================================================

                        Summary of Indicated Land Values

                 Indicated Value Range:        $3.25               to      $4.54

             Indicated Mid-Point Value:        $3.90

                  Indicated Mean Value:        $3.82

                Estimated Value Per SF:        $3.50


C97-604                     O'Connor and Associates                      Page 98
<PAGE>

Reconciliation and Land Value Estimate

After adjustment, the land sales indicate values for the subject ranging from
$3.25 to $4.54 per square foot. The mean indicated value is $3.82 per square
foot, and the midpoint of the indicated values is $3.90 per square foot. Sales 3
and 4 received the least net adjustments, indicating a value range of $3.25 to
$3.65 per square foot. It is our opinion that the value of subject site, land
only, is estimated at $3.50 per square foot. The total value of the site is
estimated as follows:

================================================================================
                              INDICATED LAND VALUE
- --------------------------------------------------------------------------------
     Land Area / SF                 Indicated Value PSF     Indicated Land Value
- --------------------------------------------------------------------------------
        1,663,103                          $3.50                 $5,820,861
- --------------------------------------------------------------------------------
                                   VALUE OF SUBJECT SITE:        $5,820,000
================================================================================


C97-604                     O'Connor and Associates                      Page 99
<PAGE>

                                THE COST APPROACH

The cost approach is the process of estimating the current cost (new) of
reproducing a property's improvements, subtracting estimated depreciation from
all sources and adding the estimated value of the land to arrive at an estimate
of value for the property as a whole.

Reproduction cost is the present cost of duplicating the improvements with one
which is an exact replica. It is often difficult to estimate reproduction cost
because details and methods of original construction are not available,
identical materials are unavailable and/or methods of construction have changed.

Replacement cost is the current cost of replacing the improvement with one
having equal utility or able to perform the same economic function:

      1.    It could be the cost of acquiring an equally desirable substitute,
            or

      2.    The cost to replace, with a property having an equivalent utility,
            which may or may not be a replica, or

      3.    The replacing or remodeling of parts of a structure to maintain it
            in its highest and best use and operating condition.

In practice, the terms have tended to be used interchangeably and have more
commonly come to mean: The present cost of replacing the improvements with
improvements of equivalent utility, considering modern materials and
construction methods.


C97-604                     O'Connor and Associates                     Page 100
<PAGE>

Depreciation: defined as loss in capital value from any cause. It is employed in
this report in estimating the difference in the present day value of the
improvements and the cost of new replacement. The three major types of accrued
depreciation are:

      Physical Deterioration

      This is loss in value from actual physical causes and measured either as
      curable or incurable. The curable items are measured by the actual cost to
      replace or repair the component parts. The incurable portion is estimated
      by virtue of an observed condition or ascertaining the used portion by the
      best estimate of the appraiser. Curable physical deterioration, also
      referred to as deferred maintenance, is caused by normal wear and tear
      that should be corrected immediately, or is necessary to keep rents at
      market levels. The cost of curing the condition, and bringing the property
      to a satisfactory and functioning condition, is generally the measure of
      deferred maintenance.

      Functional Obsolescence

      This is loss in value from conditions existing within the property which
      make the property inadequate of less desirable to the typical prudent
      purchases. It, too, may be curable or incurable. Incurable obsolescence is
      normally measured by the loss in income which may accrue to the property
      by reason thereof.

      External Obsolescence

      This is defined as "the impairment of desirability or useful life arising
      from factors external to the property, such as economic forces or
      environmental changes which affect supply-demand relationships in the
      market." Loss in the use and value of a property arising from the factors
      of external obsolescence is to be distinguished from loss in value from
      physical deterioration and functional obsolescence, both of which are
      inherent in a property.


C97-604                     O'Connor and Associates                     Page 101
<PAGE>

As indicated earlier, it is our opinion that the existing improvements do
represent the current Highest and Best Use of the site "as improved". As such,
the following is a discussion of land value, cost and depreciation components
used in arriving at a value estimate for the subject via the Cost Approach.

Replacement Cost Estimate

Cost factors are estimated from data in our files and
from Marshall Valuation Service, Section 12, Page 14, Category D, dated December
1995, adjusted for local and current factors. Results of these calculations are
indicated in the following schedules:


C97-604                     O'Connor and Associates                     Page 102
<PAGE>

<TABLE>
<CAPTION>
===================================================================================================
                                    ESTIMATE OF REPLACEMENT COST
===================================================================================================
<S>                           <C>               <C>            <C>                      <C>
I. DIRECT COSTS

Apartment Area (SF):          1,196,250

  Base Cost PSF:                                               $48.00

  Multipliers (Sec. 99):

    Area:                                       85.00%

    Current Cost:                               103.00%

    Times Local:                                93.00%
                                                ------

  Total Factor:                                 81.42%

  Adj. Base Cost PSF:                                          $39.08

TOTAL BASE BUILDING COST:                                                               $46,749,450

  Plus Segregated Cost:

  Built Ins                   Number            Unit Cost      Total Cost
                              ------            ---------      ----------

    Oven/Range                 1,326            $300           $397,800

    Refrigerator               1,326            $325           $430,950

    Disposal                   1,326            $75            $99,450

    Dishwashers                1,326            $200           $265,200

  Total Built Ins                                                                        $1,193,400

  Swimming Pools                                                                           $300,000

  Fences, Gates                                                                            $500,000

  Parking/Drives/Walkways
   (500,000 SF - asphalt
   and concrete)                                                                         $1,037,000

  Landscaping                                                                              $750,000

  Carports                                                                               $1,140,000
                                                                                         ----------

  Total Direct Cost                                                                     $51,669,850

II. INDIRECT COST

  Entrepreneurial Profit:                         10.00%                                 $5,166,985
                                                  ------
  Real Estate Taxes during
   construction:                                                                           $240,906

  Financing Fees:

    Average Balance:                70.00%         $36,168,895

    Origination Fees:

      Construction:                 1.00%

      Permanent:                    1.00%
                                    -----

    Total:                          2.00%                                                  $723,378

  Appraisal and Other
   Fees/Permits:                                                                            $50,000

  Title and Misc. Cost:                                                                    $129,175
                                                                                           --------
  Total Indirect Cost:                                                                   $6,310,444

  TOTAL COST NEW,
   INCLUDING PROFIT:                                                                    $57,980,294
===================================================================================================
</TABLE>


C97-604                     O'Connor and Associates                     Page 103
<PAGE>

Entrepreneurial profit is the amount which the developer expects to receive for
his time and effort in the construction process. This has been estimated at 10%
of the base direct costs, based upon discussions with local developers.

Short-Life Physical Deterioration

The depreciation estimate for short-life items can be divided into two
categories; "Curable" and "Incurable". The following is a discussion of each.

Short-life curable physical deterioration, also referred to as deferred
maintenance, is caused by normal wear and tear that should be corrected
immediately, or is necessary to keep rents at market levels. The cost of curing
the condition, and bringing the property to a satisfactory and functioning
condition, is generally the measure of deferred maintenance. Based on
observations of the appraiser, the subject improvements do not suffer from any
significant items of deferred maintenance.

Incurable Short-Life deterioration is also attributable to normal wear and tear,
but is generally unfeasible or uneconomical to repair. Age of short-life items
is based on observed condition. Typically this charge is estimated on an
age/life method. The following chart exhibits the calculations used.


C97-604                     O'Connor and Associates                     Page 104
<PAGE>

<TABLE>
<CAPTION>
==================================================================================================
                  Physical Deterioration; Incurable Short Life
==================================================================================================
     Item         Area (SF)    Unit Cost     Cost New       Eff. Age / Eco. Life      Depreciation
- --------------------------------------------------------------------------------------------------
<S>              <C>             <C>       <C>           <C>          <C>                 <C>
HVAC             1,196,250       $1.75     $2,093,438                 5 /  15             $697,813

Flooring         1,196,250       $1.00     $1,196,250                 4 /  10             $478,500

Built Ins                                  $1,193,400                 4 /  12             $397,800

Roof Cover        629,605        $1.50     $944,408                   8 /  20             $377,763
                                           --------                                       --------

Totals                                     $5,427,495                                   $1,951,876

% of Replacement Cost New, including profit              $57,980,294                         3.37%
==================================================================================================
</TABLE>

Physical Deterioration: Incurable Long-Life

The improvements are constructed with good quality materials and are considered
to be in good condition. The effective age of the project is considered to be 17
years, with a remaining life of +/-33 years. Prior to calculating incurable
long-life depreciation, the replacement cost new of short-life items is
subtracted.

<TABLE>
<CAPTION>
=========================================================================================
                       Physical Deterioration; Incurable Long Life
=========================================================================================
Item Description                     Cost New  Eff. Age  /  Eco. Life        Depreciation

<S>                               <C>                    <C>    <C>           <C>
RCN (Incl. Profit)                $57,980,294                   17 / 50            34.00%

Less:

Deferred Maintenance                       $0

RCN Short Life Items               $5,427,495
                                  -----------

RCN Bone Structure Items          $52,552,799            34.00%               $17,867,952

                                                                                   30.82%
=========================================================================================
</TABLE>


C97-604                     O'Connor and Associates                     Page 105
<PAGE>

External Obsolescence- Due to Rent Loss is typically the result of contracted
rental rates below market rental rates and is influenced by the property's
ownership and management. Given the subject's present physical and financial
occupancies, a deduction for rent loss due to below market rents is not
considered necessary.

External Obsolescence- Due to Below Feasible Market Rents is typically
calculated by first estimating the feasible net operating income and then
calculating the difference between market net operating income and the feasible
net operating income. The net operating income loss, if any, is capitalized
using the rate developed in the Income Approach. The building to property ratio
is then applied to arrive at the amount of obsolescence attributable to the
improvements. These calculations are illustrated in the table on the following
page:


C97-604                     O'Connor and Associates                     Page 106
<PAGE>

<TABLE>
<CAPTION>
================================================================================================
                      Calculation of External Obsolescence
================================================================================================
<S>                                 <C>                                            <C>
RCN, Including Profit                                                                $57,980,294

Less Physical Deterioration

    Short Life                                    3.37%

    Long Life                                     30.82%

    Deferred Maintenance                          0.00%
                                                  -----

  Total                                           34.19%                           ($19,823,463)
                                                                                   -------------

RCN Less Physical Deterioration                                                      $38,156,831

Plus Land                                                                             $5,820,000
                                                                                      ----------

RCN Less Physical Deterioration Plus Land                                            $43,976,831

Times Feasible Overall Rate (Ro)                                                           9.25%
                                                                                           -----

Feasible Net Operating Income (NOI)                                                   $4,067,857

RCN Less Physical Deterioration                                                      $38,156,831

Divided by RCN Less Physical
 Deterioration Plus Land                                                             $43,976,831

Equals Building to Property Ratio (%)                                                     86.77%

Feasible Net Operating Income                                                         $4,067,857

Market Net Operating Income                                                           $4,187,850
                                                                                      ----------

Loss in Net Operating Income                                                          ($119,993)

Divided by Ro                                                                              9.25%

Capitalized Net Operating Income Loss                                                         $0

Multiplied by Building to Property Ratio                                                  86.77%
                                                                                          ------
Estimate of External Obsolescence                                                             $0

Rounded:                                                                                      $0

External Obsolescence Expressed as a
 Percentage of Replacement Cost New                                                        0.00%
================================================================================================
</TABLE>

        Based on the foregoing analysis, the following chart recaps and
        illustrates the calculations used in arriving at the final value
        estimate via the Cost Approach.


C97-604                     O'Connor and Associates                     Page 107
<PAGE>

<TABLE>
<CAPTION>
================================================================================================
                                          COST SCHEDULE
================================================================================================
<S>                                                  <C>                             <C>
Replacement Cost New

I.  Direct Cost

    Building Cost                                                                    $46,749,450

    Built Ins                                                                         $1,193,400

    Carports                                                                            $300,000

    Fences                                                                              $500,000

    Parking/Drives/Walkways                                                           $1,037,000

    Landscaping                                                                         $750,000

    Carports                                                                          $1,140,000
                                                                                      ----------

        Total Direct Cost                                                            $51,669,850

II. Indirect Cost

    Entrepreneurial Profit                                                            $5,166,985

    Real Estate Taxes During Construction                                               $240,906

    Financing Fees                                                                      $723,378

    Appraisal and Legal Cost                                                             $50,000

    Title and Misc. Cost                                                                $129,175
                                                                                        --------

        Total Indirect Cost                                                           $6,310,444
                                                                                     -----------

TOTAL COST NEW, INCLUDING PROFIT                                                     $57,980,294

Less Depreciation From All Causes:

    Type Depreciation

    Deferred Maintenance                                      $0

    Physical Incurable Short Life                     $1,951,876

    Physical Incurable Long Life                     $17,867,952

    External Obsolescence                                     $0

    Functional Obsolescence                                   $0
                                                              --

        Total Depreciation                           $19,819,828

DEPRECIATED VALUE OF IMPROVEMENTS                                                    $38,160,466

Plus Land Value Estimate                                                              $5,820,000
                                                                                      ----------

Final Value Estimate                                                                 $43,980,466

FINAL VALUE ESTIMATE (ROUNDED)                                                       $43,980,000
================================================================================================
</TABLE>


C97-604                     O'Connor and Associates                     Page 108
<PAGE>

                                Sales Comparison
                                    Approach
<PAGE>

                         SALES COMPARISON APPROACH - IMPROVED

General

In this independent approach to value, the value estimate is predicated upon
prices paid in actual market transactions. The methodology involved is a process
of analyzing similarly improved properties and comparing them to the subject. In
some instances a comparison analysis is utilized, with adjustments being made
for differences in financing, location and physical characteristics. Based on
our research, investors in the market area apartment market typically rely
heavily on the following methodology:

        1. Sales Price Per Unit - This denominator is obtained by dividing the
           sale price by the total number of units in the project.

The Harris County Deed Records were searched for recent sales of similarly
improved apartment projects. Owners, property managers and other professionals
active in the area were consulted as to their knowledge of current trends and
conditions that prevail within the apartment market. The sale transactions
considered most comparable to the subject are detailed on the following pages.
(The reported and proforma operating expenses include reserves for
replacements.)


C97-604                 O'Connor and Associates                         Page 109
<PAGE>

================================================================================
                           COMPARABLE IMPROVED SALE NUMBER ONE
- --------------------------------------------------------------------------------
Key Map:                               532-K

Project Name:                          Brompton Court Apartments

Location:                              7510 Brompton

Legal Description:                     18.78 acres being Brompton Court
                                       Apartments, P.W. Rose Survey, Abstract
                                       645, Houston, Harris County Texas
Grantor:                               7510 Brompton

Grantee:                               PTR Holding

Sale Price:                            $26,739,000

Sale Date:                             July 28, 1994

Recording Data:                        Film Code 500-38-0975

Financing:                             Cash to seller

Size/Acres:                            18.7800

Year Built:                            1972

Net Rentable Area (Square Feet):       692,125

Number of Units:                       794

Land to Building Ratio:                1.18

Units Per Acre:                        42.28

Average Unit Size (Square Feet):       872

Actual Occupancy:                      98%

Stabilized Occupancy:                  93%                      PSF
                                                               ----

Gross Potential Income:                $5,813,850              $8.40

Less Vacancy:                          $406,970                $0.59
                                       --------
Effective Gross Income:                $5,406,881              $7.81

Less Expenses:                         $2,941,531              $4.25
                                       ----------

Net Operating Income:                  $2,465,349              $3.56

Sales Price/SF of Building Area:       $38.63

Sales Price/Unit                       $33,676

EGIM:                                  4.95

Overall Rate (Ro):                     9.22%

Expense Ratio:                         54.40%

================================================================================


C97-604                 O'Connor and Associates                         Page 110
<PAGE>

================================================================================
                            APARTMENT SALE NUMBER ONE
================================================================================

                                     Unit Mix
                                     --------
                  # of Units         Unit Type         Unit Size     Total Area

                      112       1 Bedroom / 1 Bath        600            67,200
                       39       1 Bedroom / 1 Bath        606            23,634
                      165       1 Bedroom / 1 Bath        698           115,170
                       29       1 Bedroom / 1 Bath        745            21,605
                      142       2 Bedroom / 2 Bath        793           112,606
                      100       2 Bedroom / 2 Bath       1,020          102,000
                       70       2 Bedroom / 2 Bath       1,051           73,570
                       51       2 Bedroom / 2 Bath       1,250           63,750
                       76       2 Bedroom / 2 Bath       1,300           98,800
                       10       2 Bedroom / 2 Bath       1,379           13,790
                      ---                                               --------
                      794                                               692,125

Project Amenities:  This project's amenities include access gates,
                    four swimming pools, a jacuzzi, an exercise room, a
                    clubhouse, and on-site laundry. Unit amenities include
                    cable television access, washer/dryer connections in some
                    units, ceiling fans, mini-blinds, and private patios/
                    balconies.

Utilities:  This is a separately-metered project.

================================================================================

C97-604                 O'Connor and Associates                         Page 111
<PAGE>

================================================================================
                       COMPARABLE IMPROVED SALE NUMBER TWO
- --------------------------------------------------------------------------------

Key Map:                               491-U

Project Name:                          York Townhouse Apartments

Location:                              2530 Yorktown

Legal Description:                     17.73 acres being the York Townhouse
                                       Apartments, C. Sage Survey, Abstract
                                       697, Houston, Harris County, Texas

Grantor:                               Weingarten Realty

Grantee:                               Intercapital Yorktown Ltd.

Sale Price:                            $18,000,000

Sale Date:                             August 6, 1996

Recording Data:                        Film Code 509-51-3222

Financing:                             Cash sale

Size/Acres:                            17.7300

Year Built:                            1971

Net Rentable Area (Square Feet):       480,734

Number of Units:                       564

Land to Building Ratio:                1.61

Units Per Acre:                        31.81

Average Unit Size (Square  Feet):      852

Actual Occupancy:                      93%

Stabilized Occupancy:                  93%                      PSF
                                                                ----
Gross Potential Income:                $4,038,166              $8.40

Less Vacancy:                          $282,672
                                       --------
Effective Gross Income:                $3,755,494              $7.81

Less Expenses:                         $2,043,120              $4.25
                                       ----------

Net Operating Income:                  $1,712,375              $3.56

Sales Price/SF of Building Area:       $37.44

Sales Price/Unit                       $31,915

EGIM:                                  4.79

Overall Rate (Ro):                     9.51%

Expense Ratio:                         54.40%

================================================================================


C97-604                 O'Connor and Associates                         Page 113
<PAGE>

================================================================================
                            APARTMENT SALE NUMBER TWO
================================================================================

                                  Unit Mix
                                  --------
              # of Units         Unit Type         Unit Size      Total Area

                   62       0 Bedroom / 1 Bath        550             34,100
                  171       1 Bedroom / 1 Bath        680            116,280
                   29       1 Bedroom / 1 Bath        680             19,720
                   72       1 Bedroom / 1 Bath        750             54,000
                    4       1 Bedroom / 1 Bath        805              3,220
                   50       1 Bedroom / 1 Bath        850             42,500
                   90       2 Bedroom / 2 Bath       1,090            98,100
                    2       2 Bedroom / 2 Bath       1,115             2,230
                   44       2 Bedroom / 2 Bath       1,126            49,544
                    4       2 Bedroom / 2 Bath       1,285             5,140
                   16       3 Bedroom / 2.5 Bath     1,350            21,600
                   20       2 Bedroom / 2 Bath       1,715            34,300
                  ---       --------------------     -----           -------
                  564                                 852            480,734

Project Amenities: This project offers two swimming pools, limited
                   access gates, clubhouse, tennis courts, an exercise room,
                   covered parking, and laundry rooms. Unit amenities include
                   cable television access, microwaves, some fireplaces, some
                   washer/dryer connections, ceiling fans and miniblinds.

Utilities:  This is a separately-metered project.

================================================================================


C97-604                 O'Connor and Associates                         Page 114
<PAGE>

                        PHOTOGRAPH OF IMPROVED SALE NUMBER TWO

================================================================================

                                [GRAPHIC OMITTED]

================================================================================


C97-604                 O'Connor and Associates                         Page 115
<PAGE>

================================================================================
                      COMPARABLE IMPROVED SALE NUMBER THREE
- --------------------------------------------------------------------------------

Key Map:                               533-N

Project Name:                          Scotland Yard Apartments

Location:                              2250 Holly Hall

Legal Description:                     Reserve A, Plaza Del Oro Section 4, P.W.
                                       Rose Survey, Abstract 645, Houston,
                                       Harris County, Texas

Grantor:                               Carlyle Real Estate LP

Grantee:                               Almo Properties LLC.

Sale Price:                            $25,515,000

Sale Date:                             October 31, 1996

Recording Data:                        Film Code 510-62-0041

Financing:                             Cash to seller

Size/Acres:                            18.0600

Year Built:                            1982

Net Rentable Area (Square Feet):       481,816

Number of Units:                       678

Land to Building Ratio:                1.63

Units Per Acre:                        37.54

Average Unit Size (Square  Feet):      711

Actual Occupancy:                      96%

Stabilized Occupancy:                  93%                      PSF
                                                               -----
Gross Potential Income:                $4,509,798              $9.36

Less Vacancy:                          $315,686
                                       --------
Effective Gross Income:                $4,194,112              $8.70

Less Expenses:                         $1,854,992              $3.85
                                       ----------
Net Operating Income:                  $2,339,120              $4.85

Sales Price/SF of Building Area:       $52.96

Sales Price/Unit                       $37,633

EGIM:                                  6.08

Overall Rate (Ro):                     9.17%

Expense Ratio:                         44.23%

================================================================================


C97-604                 O'Connor and Associates                         Page 116
<PAGE>

================================================================================
                           APARTMENT SALE NUMBER THREE
================================================================================

                                 Unit Mix
                                 --------
             # of Units         Unit Type         Unit Size      Total Area

                 72        1 Bedroom / 1 Bath        566             40,752
                 48        1 Bedroom / 1 Bath        567             27,216
                 72        1 Bedroom / 1 Bath        622             44,784
                 72        1 Bedroom / 1 Bath        630             45,360
                 72        1 Bedroom / 1 Bath        656             47,232
                 72        1 Bedroom / 1 Bath        676             48,672
                 90        1 Bedroom / 1 Bath        706             63,540
                 32        2 Bedroom / 1 Bath        830             26,560
                  8        2 Bedroom / 1 Bath        881              7,048
                 16        2 Bedroom / 1 Bath        924             14,784
                 56        2 Bedroom / 2 Bath        892             49,952
                  8        2 Bedroom / 2 Bath        925              7,400
                 16        2 Bedroom / 2 Bath        965             15,440
                 44        2 Bedroom / 2 Bath        979             43,076
                ---        ------------------        ---             ------
                678                                  711            481,816

Project Amenities:    This project offers 6 swimming pools, limited
                      access gates, an exercise room, a clubhouse, and on-site
                      laundry rooms. Unit amenities include free basic cable
                      television, some washer/ dryer connections, some
                      fireplaces, alarm systems, ceiling fans, mini-blinds and
                      private patios and balconies.

Utilities:     This is a separately-metered project.



================================================================================

C97-604                 O'Connor and Associates                         Page 117
<PAGE>

                       PHOTOGRAPH OF IMPROVED SALE NUMBER THREE


================================================================================

                               [GRAPHIC OMITTED]

===============================================================================


C97-604                 O'Connor and Associates                         Page 118
<PAGE>

================================================================================
                      COMPARABLE IMPROVED SALE NUMBER FOUR
- --------------------------------------------------------------------------------

Key Map:                               490-V

Project Name:                          7979 Westheimer Apartments

Location:                              7979 Westheimer

Legal Description:                     Part of Tract 2, Westover Square
                                       Apartments, A-72, J.D. Taylor Survey,
                                       Houston, Harris County, Texas

Grantor:                               Copley/Finger Venture 2

Grantee:                               EOR-Lincoln Village I Vista

Sale Price:                            $13,800,000

Sale Date:                             February 7, 1996

Recording Data:                        Film Code 507-09-1549

Financing:                             Cash sale

Size/Acres:                            15.4000

Year Built:                            1970

Net Rentable Area (Square Feet):       401,571

Number of Units:                       459

Land to Building Ratio:                1.67

Units Per Acre:                        29.81

Average Unit Size (Square  Feet):      875

Actual Occupancy:                      95%

Stabilized Occupancy:                  93%                      PSF
                                                               -----
Gross Potential Income:                $3,180,442              $7.92

Less Vacancy:                          $222,631
                                       --------
Effective Gross Income:                $2,957,811              $7.37

Less Expenses:                         $1,485,813              $3.70
                                       ----------
Net Operating Income:                  $1,471,999              $3.67

Sales Price/SF of Building Area:       $34.37

Sales Price/Unit                       $30,065

EGIM:                                  4.67

Overall Rate (Ro):                     10.67%

Expense Ratio:                         50.23%

================================================================================


C97-604                 O'Connor and Associates                         Page 119
<PAGE>

================================================================================
                           APARTMENT SALE NUMBER FOUR
================================================================================

                             Unit Mix
                             --------
         # of Units         Unit Type         Unit Size      Total Area

             206       1 Bedroom / 1 Bath        614            126,484
              48       1 Bedroom / 1 Bath        748             35,904
              12       2 Bedroom / 1.5 Bath      914             10,968
              24       2 Bedroom / 1 Bath        923             22,152
              12       2 Bedroom / 2 Bath        928             11,136
              21       2 Bedroom / 2 Bath       1,075            22,575
             120       2 Bedroom / 2 Bath       1,212           145,440
              16       3 Bedroom / 3 Bath       1,682            26,912
             ---       ------------------       -----            ------
             459                                 875            401,571

Project Amenities:    This project offers swimming pools, limited access gates,
                      an exercise room, and on-site laundry rooms. Unit
                      amenities include cable television access, alarms systems,
                      some fireplaces, ceiling fans, mini-blinds and private
                      patios/balconies.

Utilities:            This is a separately-metered project.

================================================================================


C97-604                 O'Connor and Associates                         Page 120
<PAGE>

                     PHOTOGRAPH OF IMPROVED SALE NUMBER FOUR

================================================================================

                               [GRAPHIC OMITTED]

================================================================================


C97-604                 O'Connor and Associates                         Page 121
<PAGE>

================================================================================
                      COMPARABLE IMPROVED SALE NUMBER FIVE
- --------------------------------------------------------------------------------

Key Map:                               491-R

Project Name:                          Tree Top Apartments

Location:                              4510 Briar Hollow Place

Legal Description:                     Tracts 1 and 2, Briar Hollow Place, R/P,
                                       Houston, Harris County, Texas

Grantor:                               Fon Associates, LP

Grantee:                               KC Venture Group, LLC

Sale Price:                            $5,650,000

Sale Date:                             February 1, 1996

Recording Data:                        Film Code Not Available

Financing:                             Cash sale

Size/Acres:                            3.7600

Year Built:                            1968

Net Rentable Area (Square Feet):       131,325

Number of Units:                       179

Land to Building Ratio:                1.25

Units Per Acre:                        47.61

Average Unit Size (Square  Feet):      734

Actual Occupancy:                      91%

Stabilized Occupancy:                  93%                      PSF
                                                               ----
Gross Potential Income:                $1,260,720              $9.60

Less Vacancy:                          $88,250
                                       -------
Effective Gross Income:                $1,172,470              $8.93

Less Expenses:                         $630,360                $4.80
                                       --------
Net Operating Income:                  $542,110                $4.13

Sales Price/SF of Building Area:       $43.02

Sales Price/Unit                       $31,564

EGIM:                                  4.82

Overall Rate (Ro):                     9.59%

Expense Ratio:                         53.76%

================================================================================


C97-604                 O'Connor and Associates                         Page 122
<PAGE>

================================================================================
                           APARTMENT SALE NUMBER FIVE
================================================================================

                              Unit Type         Unit Size

                         1 Bedroom / 1 Bath        586
                         1 Bedroom / 1 Bath        636
                         1 Bedroom / 1 Bath        663
                         1 Bedroom / 1 Bath        679
                         1 Bedroom / 1 Bath        695
                         1 Bedroom / 1 Bath        723
                         1 Bedroom / 1 Bath        756
                         2 Bedroom / 2 Bath        976
                         2 Bedroom / 2 Bath       1,027
                         ------------------       -----
                                                   734

Project Amenities:    This project offers two swimming pools, an exercise room,
                      limited access gates, covered parking, and on-site laundry
                      room. Unit amenities include cable television, microwaves,
                      miniblinds, and ceiling fans.

Utilities:            This is a master-metered project.

================================================================================


C97-604                 O'Connor and Associates                         Page 123
<PAGE>

                        PHOTOGRAPH OF IMPROVED SALE NUMBER FIVE

================================================================================

                               [GRAPHIC OMITTED]

================================================================================


C97-604                 O'Connor and Associates                         Page 124
<PAGE>

ANALYSIS OF IMPROVED SALES

<TABLE>
<CAPTION>

==============================================================================================
                            SUMMARY OF IMPROVED SALES
- ----------------------------------------------------------------------------------------------
Sale                                No.       Size          Sales        Price
No.     Project Name                Units     SF NRA         Price      Per Unit       Ro
- ----------------------------------------------------------------------------------------------
   <S>  <C>                          <C>      <C>         <C>            <C>          <C>
   1    Brompton Court               794      692,125     $26,739,000    $33,676      9.22%

   2    York Townhouse               564      480,734     $18,000,000    $31,915      9.51%

   3    Scotland Yard                678      481,816     $25,515,000    $37,633      9.17%

   4    7979 Westheimer              459      401,571     $13,800,000    $30,065     10.67%

   5    Tree Top                     179      131,325      $5,650,000    $31,564      9.59%
==============================================================================================
</TABLE>

The improved sales incorporated in this analysis occurred between July 1994 and
October 1996. We were unable to confirm any sales of properties of similar age
and size in the subject's market area which occurred in 1997. All of the sales
are of older properties (constructed between 1968 and 1982) similar to the
subject property. Data on each of the sales, including sales price and income
and expense data, was confirmed with sources considered to be reliable.

The subject property contains master-metered units. Sale 5 is a master-metered
project while Sales 1 through 4 are separately-metered. As discussed later in
the income approach section of this report, in and around the subject's market
area there is little difference between the market rental rates for separately
versus master metered properties. Although these sales are not as close in
proximity to the subject as the ensuing comparable rental properties, it is
evident through analyzing the overall rates and EGIMs that investors, in this
area, are not showing preference for one metering over another. The reasoning
for this, based on the sales analysis, lies in the average net

C97-604                 O'Connor and Associates                         Page 125
<PAGE>

operating income per square foot and overall expense ratios. In short, cash
flows are indicated to be more of a concern to investors than the metering type.

Based on our analysis of this data and other pertinent information obtained in
my research, the following is a discussion of the factors which were found to
exhibit significant influence on property values in this market.


C97-604                 O'Connor and Associates                         Page 126
<PAGE>

FACTORS TO BE CONSIDERED AND SUMMARY OF ADJUSTMENTS

Property Rights Conveyed

The comparable sales were subject to short term leases, typically six months.
The fee simple estate for the subject property is the interest appraised. Area
apartment investors do not differentiate between the leased fee estate and the
fee simple estate for apartments subject to short term leases. Further, buyers
and sellers contacted when confirming sales indicated they recognized no
difference between the leased fee estate and the fee simple estate. Therefore,
no adjustment was necessary for this item.


Terms of Financing

The transaction price of one property may differ from that of an identical
property due to different financing arrangements. For example, the purchaser of
a comparable property may have assumed an existing mortgage at a favorable
interest rate. In another case, a seller may have arranged a buydown, paying
cash to the lender so that a mortgage with a below-market interest rate could be
offered. Interest rates at above-market levels often result in lower sales
prices. All sales were cash or considered cash equivalent; thus an adjustment
for this item was not necessary.


C97-604                 O'Connor and Associates                         Page 127
<PAGE>

Conditions of Sale

This adjustment reflects the motivations of the buyer and seller, i.e.,
assemblage, distress sale, reduced prices from family purchase and purchase by
adjacent land owners. All of the sales are considered to represent arms-length
market sales, and no price differences are noted which are attributable to
conditions of sale. Therefore, no adjustments are applied to the sales for this
factor.

Market Conditions

Adjustments are often necessary to correct for changes in value over time due to
market factors such as supply and demand, and economic factors such as
inflation. Discussions with apartment brokers have indicated that values
declined during 1982-1988, but have since increased. However, prices have been
relatively stable for this market since about early 1994 and, despite rental
increases, have not demonstrated quantifiable value increases. Therefore, no
market adjustments were justified for the transactions used in this analysis.


C97-604                 O'Connor and Associates                         Page 128
<PAGE>

Location

Adjustments occur when the comparable sale is located in an area that is either
more or less desirable than the subject, in relationship to absorption and new
construction starts. Also, surrounding development and property use trends are
given consideration. All sales are considered to have similar locations when
compared to the subject with regard to access, visibility, surrounding
development, and property use trends. Consequently, no location adjustments are
considered necessary for these sales.

Quality/Appeal

Quality adjustments are warranted when the construction quality of the
comparable sales (including the level of amenities offered) are either inferior
or superior to the subject property and the "curb appeal" of the comparable
sales differ from the subject property. Overall, the subject property is
superior in quality and appeal to Sales 2 and 4 and reasonably similar to Sales
1, 3 and 5. Sales 2 and 4 were adjusted upward 5% for inferior quality/appeal in
comparison to the subject.


C97-604                 O'Connor and Associates                         Page 129
<PAGE>

Age/Condition

This factor adjusts for differences due to incurable physical deterioration.
Newer properties, when compared to the subject property, have accrued less
physical incurable deterioration, while older properties have accrued more
incurable physical deterioration. Discussions with brokers indicated that a
property's physical condition is of utmost importance with investors. A property
may recapture some of its incurable physical deterioration if it has been
renovated, thus altering its effective age. Properties that are inferior in this
respect receive upward adjustments, while properties that are superior receive
downward adjustments. The subject property was constructed in 1967-70, appears
to be well-maintained, and is considered to be in good condition with an
effective age of 17 years. The sales were all built between 1968 and 1982. With
the exception of Sale 3, all of the sales are reasonably similar to the subject
in age and condition and warranted no adjustments. Sale 3, however, was
constructed in 1982 and is considered to have a superior effective age compared
to the subject. This sales was adjusted downward 10% for this superior feature.

Average Unit Size

Generally, projects with a larger average unit size are found to bring a higher
per unit price than projects with smaller average unit size. The assumption is
that larger units cost more, and generally lease for more on a per unit basis.
The subject property has an average unit size of +/-896 SF. Sales 3 through 5
have smaller average unit sizes in


C97-604                 O'Connor and Associates                         Page 130
<PAGE>

comparison to the subject property. Thus, upward adjustments of 5% each were
applied to Sales 3 through 5 for this factor. Sales 1 and 2 are similar to the
subject in average unit size and were not adjusted.

Project Size

This would reflect market differences for projects with a varying number of
units. According to area apartment investors, they are relatively indifferent
with respect to project size for properties over 100 units. The subject property
contains 1,326 units, more than any of the sales. However, insufficient data was
available to substantiate any difference in price per unit due to a larger
number of units. Sale 1 contains the most units and has a price per unit near
the middle of the range. Sale 5 has the least number of units and has a price
per unit near the bottom of the range. Consequently, as no definitive evidence
was present which would indicate an adjustment to price for a large number of
units, no adjustment was applied to the sales.

The grid on the following page details our adjustment process for the comparable
sales.


C97-604                 O'Connor and Associates                         Page 131
<PAGE>

<TABLE>
<CAPTION>
=========================================================================================
                         Improved Sales Adjustment Grid
=========================================================================================
<S>                               <C>         <C>         <C>        <C>         <C>
                                   1           2           3          4           5
- -----------------------------------------------------------------------------------------
Sales Price Per Unit            $33,676     $31,915     $37,633    $30,065     $31,564
- -----------------------------------------------------------------------------------------
Property Rights Conveyed          0%          0%          0%         0%           0%
- -----------------------------------------------------------------------------------------
Terms of Financing                0%          0%          0%         0%           0%
- -----------------------------------------------------------------------------------------
Condition of Sale                 0%          0%          0%         0%           0%
- -----------------------------------------------------------------------------------------
Market Condition                  0%          0%          0%         0%           0%
- -----------------------------------------------------------------------------------------
Adjusted Price Per Unit         $33,676     $31,915     $37,633    $30,065     $31,564
- -----------------------------------------------------------------------------------------
Location                          0%          0%          0%         0%           0%
- -----------------------------------------------------------------------------------------
Quality/Appeal                    0%          5%          0%         5%           0%
- -----------------------------------------------------------------------------------------
Age/Condition                     0%          0%         -10%        0%           0%
- -----------------------------------------------------------------------------------------
Average Unit Size                 0%          0%          5%         5%           5%
- -----------------------------------------------------------------------------------------
Project Size                      0%          0%          0%         0%           0%
=========================================================================================
Overall Adjustment (%)            0%          5%          -5%        10%          5%
=========================================================================================
Indicated Value Per Unit        $33,676     $33,511     $35,751    $33,072     $33,142
=========================================================================================
</TABLE>

- --------------------------------------------------------------------------------
               SUMMARY OF INDICATED VALUES AFTER ADJUSTMENTS
- --------------------------------------------------------------------------------
                   Indicated Value Range:   $33,072       to       $35,751

                  Median Indicated Value:   $34,412

                    Mean Indicated Value:   $33,830

                         Estimated Value:   $34,200
================================================================================


C97-604                 O'Connor and Associates                         Page 132
<PAGE>

VALUE ESTIMATE - SALES COMPARISON APPROACH - IMPROVED

After adjustment, the sales indicate values ranging from $33,072 to $35,751 per
unit. The mean indicated value is $33,830 per unit and the median value is
$34,412 per unit. The overall value of the subject property is considered to be
near the mean and median indicated values. Thus, we have concluded that the
subject property has an indicated value of $34,200 per unit. The total value
indication for the subject property is estimated as follows:

================================================================================
                    "AS IS" VALUE ESTIMATE - PER UNIT METHOD
================================================================================

Number of Units                                                          1,326

Multiply by indicated Value Per Unit                                   $34,200
                                                                       -------
Indicated "As Is" Value                                            $45,349,200

Rounded                                                            $45,350,000
================================================================================


C97-604                 O'Connor and Associates                         Page 133
<PAGE>

                                 Income Approach
<PAGE>

                         INCOME CAPITALIZATION APPROACH

The Income Approach to value is predicated on the assumption that there is a
definite relationship between the amount of income a property will earn and its
value. The theory of the Income Approach is that the value of a property is the
present worth of the net income it will produce during its remaining economic or
productive life. An investor generally would not be justified in paying more for
an investment property (versus speculation) than the value that the net earning
power will support based on an appropriate capitalization of the net income. In
conformity with the principle of substitution, a prudent investor will not pay
more for the right to receive income from a specified property than he would
have to pay for another available investment which would produce income stream
of similar quantity and quality.

The first step in the Income Approach is to estimate the gross income of the
property which is the total income produced by the property if 100 percent
occupied in its current highest and best use. To arrive at this figure an
estimate is made of the "market" rent for the particular property being
appraised. Market rent is that rent which is established from the market.
Estimated gross annual income is not necessarily past or current annual income
or existing rental rates or contract rental. The appraiser must determine
current market rent and compare it with a property's existing rental, leases,
tenant's ability to pay and competitive or comparative space.


C97-604                   O'Connor and Associates                       Page 134
<PAGE>

Current economic, social, and political trends likely to affect the property or
rentals must be considered, all in order to arrive at probable future earnings.
In other words, past and present income are useful and significant only as an
indication in determining expected future income. The income must be considered
and weighted as to the expected quantity, quality and durability. The factors
affecting the quantity of income have been mentioned above. A charge for
potential loss from vacancy and/or collection problems typically must be
considered in arriving at estimated effective annual income. The quality and
durability of income are also weighted in the selection of the proper interest
and capitalization rates and method of converting net income to value.

The next step in the Income Approach is the estimate of expenses to be deducted
from the effective annual income to arrive at estimated net income (before
depreciation). As in analyzing the income, the historical and present expenses
are used only as a tool to arrive at the probable future expenses. Operating and
maintenance expenses of similar properties as well as trends in expenses must be
considered.

The final step in the approach is to establish the technique for conversion of
income to value which is done by establishing a holding period, identifying all
future cash flows, their patterns and relationships to present, selecting an
appropriate interest (discount) rate and capitalization rate for conversion of
future benefits to value by discounting each future annual benefit to present
value.


C97-604                   O'Connor and Associates                       Page 135
<PAGE>

The most important consideration is the risk and comparable rates on other real
estate properties and alternative investments which investors are willing to
accept. Therefore, in the valuation of the subject property by the Income
Approach, the following procedures were followed in order to estimate the value
of the property being appraised:

Estimate Market Rent:

Based on an analysis of similar projects with similar location, amenity and
environmental characteristics.

Estimate Total Gross Income Potential:

Based on estimated market rents supported in the market, plus any ancillary
income.

Estimate Vacancy and Rent Loss:

Based on present occupancy trends for competing properties with similar
location, amenity and environmental influences.

Estimate Annual Operating Expenses:

These costs were based on an analysis of expenses typical of the industry for
similar projects.

Capitalization of Net Income:

Based on capitalization rates typical of the current market (i.e., based on the
overall capitalization rates of recent sales of comparable properties).

The Income Approach to value provides a good estimate when income and expenses
can be reasonably determined in addition to interest and recapture rates. It
applies most reliably when the property is an investment type, when the investor
is purchasing for the income rather than speculation, where the highest and best
use is stable rather than speculative, and where the highest and best use does
not involve an area or property that is in a state of transition.


C97-604                   O'Connor and Associates                       Page 136
<PAGE>

Since the subject property improvements are considered an acceptable use as
improved, and since they are operating at (or above) stabilized rent and
occupancy levels, a direct capitalization approach will be utilized in
estimating the value of the stabilized income stream. Additionally, we have
included a discounted cash flow analysis utilizing a 10- year projection.

Following are detailed sheets of rent comparables within the vicinity of the
subject, utilized in estimating market rent. Their size, lease rates, and
amenities support the viability of the cash flow we have projected for the
holding period. As the subject property contains master-metered units, rentals
of this type of apartment in the area are included in the following pages.

C97-604                   O'Connor and Associates                       Page 137
<PAGE>

<TABLE>
<CAPTION>
==============================================================================================
APARTMENT RENTAL COMPARABLE NUMBER ONE
==============================================================================================
<S>                             <C>
Key Map:                        531-R

Name:                           Meyer Grove Plaza Apartments

Location:                       4605 North Braeswood Boulevard

Year Built:                     1972        (Renovated 1984)

Construction:                   Two-story, wood frame, brick veneer, pitched shingle roofs

Date Surveyed:                  August 1997

Contact:                        Management Office 713-666-6262

Total No. of Units:             226

Avg. Unit Size (SF):            902

Avg. Mo. Rent (PSF):            $0.77

Occupancy:                      86%

<CAPTION>
          Units      Type        Size (SF)    Monthly Rent     Rent PSF   Pot. Rent   Tot. SF
          -----     ------       ---------    ------------     --------   ---------   --------
             <S>  <C>                <C>              <C>         <C>       <C>        <C>
              4   0 BR, 1 BA           420            $450        $1.07      $1,800      1,680
             14   1 BR, 1 BA           665            $550        $0.83      $7,700      9,310
             20   1 BR, 1 BA           680            $610        $0.90     $12,200     13,600
             70   1 BR, 1 BA           772            $610        $0.79     $42,700     54,040
             12   2 BR, 1 BA           845            $680        $0.80      $8,160     10,140
             12   2 BR, 1 BA           908            $680        $0.75      $8,160     10,896
              8   2 BR, 1 BA           928            $680        $0.73      $5,440      7,424
             67   2 BR, 2 BA         1,075            $810        $0.75     $54,270     72,025
              2   2 BR, 2 BA         1,113            $810        $0.73      $1,620      2,226
              8   3 BR, 2 BA         1,173            $900        $0.77      $7,200      9,384
              8   3 BR, 2 BA         1,400            $930        $0.66      $7,440     11,200
              1   3 BR, 2 BA         1,900          $1,100        $0.58      $1,100      1,900
              -                      -----          ------        -----      ------      -----
            226                        902            $698        $0.77    $157,790    203,825

==============================================================================================
</TABLE>


C97-604                   O'Connor and Associates                       Page 138
<PAGE>

================================================================================
RENT COMPARABLE NUMBER ONE: AMENITIES, FEATURES, COMMENTS
================================================================================

              Recreation                                Unit Features
              ----------                                -------------
      3       Pools                             X       W/D Connections
              Hot Tub                                   W/D in Unit
              Sauna                                     Fireplaces
              Gazebo                                    Wet Bars
              Club House                        X       Ceiling Fans
              Weight/Recreation Room                    Self Cleaning Ovens
              Playground                        X       Frost Free Refrigerators
              Picnic Areas                      X       Mini Blinds
                                                X       Smoke Alarms
              Security                          X       Private Patios/Balconies
              --------
              Access Gates
      X       Unit Alarms                               Project
              Courtesy Patrols                          -------
                                                X       Covered Parking
              Utilities                                 Storage
              ---------                         X       On-Site Laundry
      X       Master Metered
              Individual Metered
      X       Cable TV

================================================================================


C97-604                   O'Connor and Associates                       Page 139
<PAGE>

                        PHOTOGRAPH OF RENT COMPARABLE ONE

================================================================================

                               [GRAPHIC OMITTED]

================================================================================


C97-604                   O'Connor and Associates                       Page 140
<PAGE>

<TABLE>
<CAPTION>
==============================================================================================
APARTMENT RENTAL COMPARABLE NUMBER TWO
==============================================================================================
<S>                             <C>
Key Map:                        531-P

Name:                           Governor's House Apartments

Location:                       8850 Chimney Rock

Year Built:                     1965

Construction:                   2-story, wood frame, brick exterior, pitched and
                                flat built-up roofs

Date Surveyed:                  August 1997

Contact:                        Management Office - 713-666-2904

Total No. of Units:             218

Avg. Unit Size (SF):            803

Avg. Mo. Rent (PSF):            $0.71

Occupancy:                      99%

<CAPTION>
          Units      Type        Size (SF)    Monthly Rent    Rent PSF   Pot. Rent    Tot. SF
          -----     ------       ---------    ------------    --------   ---------    --------
             <S>  <C>                  <C>            <C>        <C>       <C>          <C>
             44   1 BR, 1 BA           668            $500       $0.75     $22,000      29,392
             44   1 BR, 1 BA           697            $510       $0.73     $22,440      30,668
             51   2 BR, 1 BA           862            $600       $0.70     $30,600      43,962
             51   2 BR, 1 BA           864            $585       $0.68     $29,835      44,064
             28   2 BR, 2 BA           960            $680       $0.71     $19,040      26,880
             --                        ---            ----       -----     -------      ------
            218                        803            $568       $0.71    $123,915     174,966

==============================================================================================
</TABLE>


C97-604                   O'Connor and Associates                       Page 141
<PAGE>

================================================================================
RENT COMPARABLE NUMBER TWO: AMENITIES, FEATURES, COMMENTS
================================================================================

              Recreation                                Unit Features
              ----------                                -------------
      2       Pools                                     W/D Connections
              Hot Tub                                   W/D in Unit
              Sauna                                     Fireplaces
              Gazebo                                    Wet Bars
      X       Club House                                Ceiling Fans
              Weight/Recreation Room                    Self Cleaning Ovens
              Playground                        X       Frost Free Refrigerators
              Picnic Areas                      X       Mini Blinds
              Tennis Courts                     X       Smoke Alarms
                                                X       Private Patios/Balconies
              Security
              --------
              Access Gates
      X       Unit Alarms                               Project
              Courtesy Patrols                          -------
                                                X       Covered Parking
              Utilities                                 Storage
              ---------                         X       On-Site Laundry
      X       Master Metered
              Individual Metered
      X       Cable TV

================================================================================


C97-604                   O'Connor and Associates                       Page 142
<PAGE>

<TABLE>
<CAPTION>
==============================================================================================
APARTMENT RENTAL COMPARABLE NUMBER THREE
==============================================================================================
<S>                             <C>
Key Map:                        531-P

Name:                           British Inn Apartments

Location:                       8900 Chimney Rock

Year Built:                     1966

Construction:                   Two-story, wood frame, brick and wood veneer,
                                pitched roofs

Date Surveyed:                  August 1997

Contact:                        Management Office - 713-666-2904

Total No. of Units:             246

Avg. Unit Size (SF):            717

Avg. Mo. Rent (PSF):            $0.71

Occupancy:                      99%

<CAPTION>
          Units      Type        Size (SF)    Monthly Rent    Rent PSF   Pot. Rent    Tot. SF
          -----     ------       ---------    ------------    --------   ---------    --------
            <S>   <C>                  <C>            <C>        <C>       <C>         <C>
            164   1 BR, 1 BA           640            $470       $0.73     $77,080     104,960
              6   1 BR, 1 BA           704            $510       $0.72      $3,060       4,224
             60   2 BR, 1 BA           864            $585       $0.68     $35,100      51,840
             16   2 BR, 2 BA           960            $660       $0.69     $10,560      15,360
             --                        ---            ----       -----     -------      ------
            246                        717            $511       $0.71    $125,800     176,384
==============================================================================================
</TABLE>


C97-604                   O'Connor and Associates                       Page 144
<PAGE>

================================================================================
RENT COMPARABLE NUMBER THREE: AMENITIES, FEATURES, COMMENTS
================================================================================

              Recreation                                Unit Features
              ----------                                -------------
      2       Pools                                     W/D Connections
              Hot Tub                                   W/D in Unit
              Sauna                                     Fireplaces
              Gazebo                                    Wet Bars
      X       Club House                        X       Ceiling Fans
              Weight/Recreation Room                    Self Cleaning Ovens
              Playground                        X       Frost Free Refrigerators
              Picnic Areas                      X       Mini Blinds
                                                X       Smoke Alarms
              Security                          X       Private Patios/Balconies
              --------
              Access Gates
      X       Unit Alarms                               Project
              Courtesy Patrols                          -------
                                                X       Covered Parking
                                                        Storage
              Utilities                         X       On-Site Laundry
              ---------
      X       Master Metered
              Individual Metered
      X       Cable TV

================================================================================


C97-604                   O'Connor and Associates                       Page 145
<PAGE>

<TABLE>
<CAPTION>

==============================================================================================
APARTMENT RENTAL COMPARABLE NUMBER FOUR
==============================================================================================
<S>                             <C>
Key Map:                        531-P

Name:                           Hampton House Apartments

Location:                       8950 Chimney Rock

Year Built:                     1967

Construction:                   Two-story, wood frame, brick veneer, pitched
                                roofs

Date Surveyed:                  August 1997

Contact:                        Management Office - 713-666-2904

Total No. of Units:             250

Avg. Unit Size (SF):            660

Avg. Mo. Rent (PSF):            $0.73

Occupancy:                      99%

          Units      Type        Size (SF)    Monthly Rent    Rent PSF   Pot. Rent    Tot. SF
          -----     ------       ---------    ------------    --------   ---------    -------
            <S>   <C>                  <C>            <C>        <C>       <C>          <C>
             44   1 BR, 1 BA           600            $450       $0.75     $19,800      26,400
            156   1 BR, 1 BA           630            $460       $0.73     $71,760      98,280
              2   1 BR, 1 BA           677            $480       $0.71        $960       1,354
             48   2 BR, 1 BA           810            $570       $0.70     $27,360      38,880
             --                        ---            ----       -----     -------      ------
            250                        660            $480       $0.73    $119,880     164,914

==============================================================================================
</TABLE>


C97-604                   O'Connor and Associates                       Page 147
<PAGE>

================================================================================
RENT COMPARABLE NUMBER FOUR: AMENITIES, FEATURES, COMMENTS
================================================================================

              Recreation                                Unit Features
              ----------                                -------------
      2       Pools                                     W/D Connections
              Hot Tub                                   W/D in Unit
              Sauna                                     Fireplaces
              Gazebo                                    Wet Bars
              Club House                                Ceiling Fans
              Exercise Room                             Self Cleaning Ovens
              Playground                        X       Frost Free Refrigerators
              Picnic Areas                      X       Mini Blinds
              Tennis Courts                     X       Smoke Alarms
                                                        Private Patios/Balconies
              Security
              --------
              Access Gates
      X       Unit Alarms                               Project
              Courtesy Patrols                          -------
                                                X       Covered Parking
                                                        Storage
              Utilities                         X       On-Site Laundry
              ---------
      X       Master Metered
              Individual Metered
      X       Cable TV

================================================================================


C97-604                   O'Connor and Associates                       Page 148
<PAGE>

<TABLE>
<CAPTION>

===========================================================================================
APARTMENT RENTAL COMPARABLE NUMBER FIVE
===========================================================================================
<S>                        <C>
Key Map:                   531-R

Name:                      Meyer Oaks Apartments

Location:                  4600 Beechnut

Year Built:                1966        (Substantially renovated in 1984)

Construction:              2-story, wood frame, brick and wood veneer, pitched
                           roofs

Date Surveyed:             August 1997

Contact:                   Management Office - 713-668-6555

Total No. of Units:        152

Avg. Unit Size (SF):       903

Avg. Mo. Rent (PSF):       $0.76

Occupancy:                 93%

<CAPTION>
     Units       Type      Size (SF)      Monthly Rent     Rent PSF    Pot. Rent   Tot. SF
     -----      ------     ---------     -------------     --------    ---------   --------
       <S>    <C>                <C>            <C>           <C>       <C>         <C>
        16    1 BR, 1 BA           660            $550        $0.83       $8,800     10,560
        56    1 BR, 1 BA           781            $610        $0.78      $34,160     43,736
         6    1 BR, 1 BA           800            $610        $0.76       $3,660      4,800
        12    2 BR, 1 BA           908            $680        $0.75       $8,160     10,896
         8    2 BR, 1 BA           960            $680        $0.71       $5,440      7,680
         4    2 BR, 2 BA           980            $610        $0.62       $2,440      3,920
        20    2 BR, 2 BA         1,065            $810        $0.76      $16,200     21,300
        12    2 BR, 2 BA         1,100            $810        $0.74       $9,720     13,200
         6    2 BR, 2 BA         1,100            $810        $0.74       $4,860      6,600
         6    2 BR, 2 BA         1,150            $810        $0.70       $4,860      6,900
         4    3 BR, 2 BA         1,200            $930        $0.78       $3,720      4,800
         2    3 BR, 2 BA         1,420          $1,100        $0.77       $2,200      2,840
         -                       -----          ------        -----       ------      -----
       152                         903            $686        $0.76     $104,220    137,232

===========================================================================================
</TABLE>


C97-604                   O'Connor and Associates                       Page 150
<PAGE>

================================================================================
RENT COMPARABLE NUMBER FIVE: AMENITIES, FEATURES, COMMENTS
================================================================================

          Recreation                                Unit Features
          ----------                                -------------
  3       Pools                                     W/D Connections
          Hot Tub                                   W/D in Unit
          Sauna                                     Fireplaces
          Gazebo                                    Wet Bars
          Club House                        X       Ceiling Fans
          Weight/Recreation Room                    Self Cleaning Ovens
          Playground                        X       Frost Free Refrigerators,
                                                    with icemaker
          Picnic Areas                      X       Mini Blinds
                                            X       Smoke Alarms
          Security                          X       Private Patios/Balconies
          --------
          Access Gates
  X       Unit Alarms                               Project
          Courtesy Patrols                          -------
                                            X       Covered Parking
          Utilities                                 Storage
          ---------                         X       On-Site Laundry
  X       Master Metered
          Individual Metered
  X       Cable TV

================================================================================


C97-604                   O'Connor and Associates                       Page 151
<PAGE>

                          PHOTOGRAPH OF RENT COMPARABLE FIVE

================================================================================

                               [GRAPHIC OMITTED)

================================================================================


C97-604                   O'Connor and Associates                       Page 152
<PAGE>

ESTIMATE OF MARKET RENT

Summary and Analysis of Rent Comparables

In order to estimate market rent for the subject, it was necessary to examine
and analyze current rents from projects with which the subject will be in
competition. All of the projects surveyed are in the immediate area of the
subject, and are considered representative of the subject's competition within
this market area. The following chart summarizes the rent comparables:

<TABLE>
<CAPTION>
==============================================================================================
                           SUMMARY OF RENT COMPARABLES
==============================================================================================
                                         No.       Total     Avg. Unit               Avg. Mo
  No.    Project Name                   Units     SF NRA      Size SF      Occ.     Rent PSF
- ----------------------------------------------------------------------------------------------
  <S>    <C>                                <C>     <C>         <C>        <C>        <C>
   1     Meyer Grove Plaza Apartments       226     203,825     902        97%        $0.77
- ----------------------------------------------------------------------------------------------
   2     Governor's House Apartments        218     174,966     803        99%        $0.71
- ----------------------------------------------------------------------------------------------
   3     British Inn Apartments             246     176,384     717        99%        $0.71
- ----------------------------------------------------------------------------------------------
   4     Hampton House Apartments           250     164,914     660        99%        $0.73
- ----------------------------------------------------------------------------------------------
   5     Meyer Oaks Apartments              152     137,232     903        98%        $0.76
==============================================================================================
</TABLE>

The comparable apartment projects surveyed range in size from 152 units to 250
units, with average rents ranging from $0.70 PSF/month to $0.77 PSF/month for
master-metered projects. The average unit sizes range from 660 square feet to
903 square feet. The subject property has an average unit size of +/-896 square
feet.

All of the rentals are considered direct competitors for the subject property.
The subject and the comparable rentals are considered to be Class "B"
properties, all of reasonably comparable age, curb appeal, and tenant mixes. All
of these properties have similar tenant mixes, being of no particular employer
concentration with the many of the tenants


C97-604                   O'Connor and Associates                       Page 153
<PAGE>

working in the Galleria area or at the medical center. The subject property is
considered superior to all of the comparable rentals in level of amenities. In
addition to the amenities found at the majority of the competition such as
pools, access gates, cable TV availability, ceiling fans, covered parking,
private balcony\patio, and laundry facilities, the subject property offers a
large clubhouse with an activities director, mini-theatre, games night, etc.

Each of the projects surveyed was inspected and the reported rents analyzed in
an effort to determine prevalent trends and tenant preferences. Factors
considered to exhibit significant influence on rent levels in this market are
discussed as follows:

    Location: Generally the multifamily projects located along or in close
    proximity to major roadways were found to receive higher unit rents than
    those situated along lesser secondary roads. Ease of access appears to be a
    major tenant concern.

    Project Style/Design: Conversations with owners and on-site managers
    indicate that "curb appeal" is a major marketing feature. Although all of
    the projects included in our survey are garden style developments,
    differences in building design, site layout and landscaped areas are judged
    to influence potential tenants.


C97-604                   O'Connor and Associates                       Page 154
<PAGE>

    Age/Condition: Tenant motivation in regard to these factors are often
    directed at the attractiveness of a project. As a result newer projects,
    which have experienced less deterioration due to time, tend to bring a
    higher rent level than older projects. It should be noted, however, that the
    influence of age can be mitigated somewhat by long term maintenance and/or
    renovation. Therefore, while age is an important factor, it is our opinion
    that tenants place greater emphasis on condition.

    Project Amenities: The amenities offered by the various projects surveyed
    varied. Swimming pools, laundry rooms and adequate parking are considered to
    be typical for this market. Projects offering more amenities generally
    utilize them as incentives in their marketing program and generally have
    higher rent levels. Examples of these type amenities include additional
    recreational features, fitness/weight rooms, covered carport parking and
    clubhouses.

    Unit Size/Type: The square footage of the individual units was found to
    generate some influence on per unit rent levels in this market, due
    primarily to the economy of size (higher per unit rent; lower per square
    foot rent). However, it was generally found that tenants appear to place
    greater emphasis on the type of unit (number of bedrooms and baths). One,
    two, and three bedrooms are typical throughout the market. Typically the
    greater the number of bedrooms, the higher the per unit rent.


C97-604                   O'Connor and Associates                       Page 155
<PAGE>

    Unit Amenities: Unit finish was found to have significant influence on rent
    levels. Generally projects offering modern kitchen packages, energy
    efficient items (ceiling fans, etc.), fireplaces, and washer dryer
    connections can realize higher rent levels than those with lesser finish.
    Cable television service is often used as a promotional marketing tool,
    although we could not quantify a direct positive influence of this factor in
    regard to rent levels.

    Utilities:  The subject property contains master-metered (for electricity)
    units.

    In consideration of these factors, a comparison of each of the subject unit
    types was made to comparable units in the apartment projects surveyed. This
    analysis was useful in arriving at an estimate of monthly market rent for
    each unit type. In June, 1997, street rents at the subject property were
    increased. Given the subject's 99% occupancy (leased), level of amenities
    offered, and strong occupancies at comparable properties, an increase in
    rents for new tenants is considered justified and sustainable. The procedure
    used in this analysis is illustrated on the following pages.


C97-604                   O'Connor and Associates                       Page 156
<PAGE>

SUBJECT - Small 1BR/1BA Units (670 square feet)

The subject has 320 one bedroom/ one bath units, containing 670 square feet. The
following is a recap of the units from the comparables considered most similar
to the subject units:

================================================================================
                  SUMMARY OF SMALL ONE BEDROOM RENT COMPARABLES
================================================================================
  Comparable  Unit Size(SF)   Monthly Rent     Monthly Rent Per Square Foot
- --------------------------------------------------------------------------------
       1        665              $550                   $0.83
 -------------------------------------------------------------------------------
       2        668              $500                   $0.75
 -------------------------------------------------------------------------------
       3        640              $470                   $0.73
 -------------------------------------------------------------------------------
       4        677              $480                   $0.71
 -------------------------------------------------------------------------------
       5        660              $550                   $0.83
 -------------------------------------------------------------------------------
 -------------------------------------------------------------------------------
   Subject     670           $550 - $570           $0.82 - $0.85
================================================================================

The current asking rental rate for the subject property is within the upper end
of the range indicated by its competitors. These subject units range from $550
to $570, depending on location within the property. However, as previously
indicated, the subject property offers an amenity package which is superior to
the comparable rentals. Therefore, a rental rate on the upper end of the range
appears reasonable. Based on a review of the most recent actual leases at the
subject property (see rent roll in addenda), actual rent range from $495 to
$595, with an average rent of +/-$535 per month being achieved. The most recent
lease signings have been between $565 and $570 per month. Based upon a
comparison to the above comparable rentals, with consideration given for age,
location, appeal, condition and amenities, $565 per month ($0.84 per square
foot) for the market rent of the 670 square foot unit appears appropriate and
has been utilized in our analysis.


C97-604                   O'Connor and Associates                       Page 157
<PAGE>

SUBJECT - Large 1BR/1BA Units (756 - 798 square feet)

The subject contains 84 units containing 756 square feet and 37 units containing
798 square feet. The following is a recap of the units from the comparables
considered most similar to the subject units:

================================================================================
                      SUMMARY OF LARGE 1BR/1BA COMPARABLES
================================================================================
  Comparable   Unit Size (SF)     Monthly Rent      Monthly Rent Per Square Foot
 -------------------------------------------------------------------------------
       1            772               $610                    $0.79
 -------------------------------------------------------------------------------
       2            697               $510                    $0.73
 -------------------------------------------------------------------------------
       3            704               $510                    $0.72
 -------------------------------------------------------------------------------
       4            677               $480                    $0.71
 -------------------------------------------------------------------------------
       5            781               $610                    $0.78
 -------------------------------------------------------------------------------
       5            800               $610                    $0.76
 -------------------------------------------------------------------------------
 -------------------------------------------------------------------------------
    Subject         756            $595 - $615            $0.79 - $0.81
 -------------------------------------------------------------------------------
    Subject         798               $630                    $0.79
================================================================================

The current asking rental rates for the subject units are on the upper end of
the rental range. Based on location within the subject, rates range from $595 to
$615 for the 756 square foot unit. However, as previously indicated, the subject
property offers an amenity package which is superior to the comparable rentals.
Therefore, a rental rate on the upper end of the range appears reasonable. Based
on a review of the most recent actual leases at the subject property (see rent
roll in addenda), rents of $545 - $605 per month are being achieved on the 756
SF units (most recent near $595), and $535 - $620 on the 798 SF units (average
of $610). Based upon a comparison to the above comparable rental units, with
consideration given for unit size, age, location, appeal, condition and
amenities, $595 per month ($0.79 PSF) market rent for the 756 SF units, and $610
per month ($0.76 PSF) market rent for the 798 SF units appear appropriate and
have been utilized in our analysis.


C97-604                   O'Connor and Associates                       Page 158
<PAGE>

SUBJECT - 2BR/1BA Units (850 - 936 square feet)

The subject has 183 units containing 850 square feet, 100 units containing 900
square feet, 120 units containing 930 square feet, 20 units containing 936
square feet, and 60 units containing 942 square feet. The following is a recap
of the units from the comparables considered most similar to the subject units:

================================================================================
                      SUMMARY OF SMALL 2BR/1BA COMPARABLES
================================================================================
  Comparable    Unit Size (SF)      Monthly Rent    Monthly Rent Per Square Foot
- --------------------------------------------------------------------------------
       1              845               $680                  $0.80
- --------------------------------------------------------------------------------
       1              908               $680                  $0.75
- --------------------------------------------------------------------------------
       1              928               $680                  $0.73
- --------------------------------------------------------------------------------
       2              862               $600                  $0.70
- --------------------------------------------------------------------------------
       2              864               $585                  $0.68
- --------------------------------------------------------------------------------
       3              864               $585                  $0.68
- --------------------------------------------------------------------------------
       4              810               $570                  $0.70
- --------------------------------------------------------------------------------
       5              908               $680                  $0.75
- --------------------------------------------------------------------------------
       5              960               $680                  $0.71
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
    Subject           850               $630                  $0.74
- --------------------------------------------------------------------------------
    Subject           900               $685                  $0.76
- --------------------------------------------------------------------------------
    Subject           930               $680                  $0.73
- --------------------------------------------------------------------------------
    Subject           936               $680                  $0.73
- --------------------------------------------------------------------------------
    Subject           942               $680                  $0.72
================================================================================

The above 942 SF unit is a 2BR/1.3 BA floorplan

The current asking rental rates for the subject units are on the upper end of
the rental range. As before, rental rates vary depending on unit location, with
a premium location adding up to $25 per month. However, as previously indicated,
the subject property offers an amenity package which is superior to the
comparable rentals. Therefore, a rental rate on the upper end of the range
appears reasonable. Based on a review of the


C97-604                   O'Connor and Associates                       Page 159
<PAGE>

most recent actual leases at the subject property (see rent roll in addenda),
rents of $580 - $710 per month for the 850 SF units (average of $600), $600 -
$675 per month for the 900 SF units (average of $635), $600 - $695 per month for
the 930 SF units (average of $655), $620 - $695 per month for the 936 SF units
(average of $655), and $635 - $705 per month for the 942 SF units (average of
$660) are being achieved. Based upon a comparison to the above comparable
rentals, with consideration given for age, location, appeal, condition and
amenities, $620 per month ($0.73 per square foot) for the market rent of the 850
SF units, $645 per month ($0.72 per square foot) for the market rent of the 900
SF units, $670 per month ($0.72 per square foot) for the market rent of the 930
SF units, $660 per month ($0.71 per square foot) for the market rent of the 936
SF units, and $665 per month ($0.71 per square foot) market rent for the 942 SF
units appear appropriate and have been utilized in our analysis.


C97-604                   O'Connor and Associates                       Page 160
<PAGE>

SUBJECT - Small 2BR/2BA Units (1,050 - 1,120 square feet)

The subject has 110 units containing 1,050 square feet, 66 units containing
1,054 square feet, 92 units containing 1,066 square feet, and 22 units
containing 1,120 square feet. The following is a recap of the units from the
comparables considered most similar to the subject units:

================================================================================
                         SUMMARY OF 2BR/2BA COMPARABLES
================================================================================
  Comparable    Unit Size (SF)     Monthly Rent    Monthly Rent Per Square Foot
- --------------------------------------------------------------------------------
       1             1,075             $810                  $0.75
- --------------------------------------------------------------------------------
       1             1,113             $810                  $0.73
- --------------------------------------------------------------------------------
       2              960              $680                  $0.71
- --------------------------------------------------------------------------------
       3              960              $660                  $0.69
- --------------------------------------------------------------------------------
       5             1,065             $810                  $0.76
- --------------------------------------------------------------------------------
       5             1,100             $810                  $0.74
- --------------------------------------------------------------------------------
       5             1,150             $810                  $0.70
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
    Subject          1050              $780                  $0.74
- --------------------------------------------------------------------------------
    Subject          1054              $760                  $0.72
- --------------------------------------------------------------------------------
    Subject          1066              $780                  $0.73
- --------------------------------------------------------------------------------
    Subject          1,120             $860                  $0.77
================================================================================

The current asking rental rates for the subject units are on the upper end of
the rental range. As before, rental rates vary depending on unit location, with
a premium location adding up to $25 per month. However, as previously indicated,
the subject property offers an amenity package which is superior to the
comparable rentals. Therefore, a rental rate on the upper end of the range
appears reasonable. Based on a review of the most recent actual leases at the
subject property (see rent roll in addenda), rents of $685


C97-604                   O'Connor and Associates                       Page 161
<PAGE>

- - $795 per month for the 1,050 SF units (average $740), $670 - $750 per month
for the 1,054 SF units (average $695), $670 - $795 per month for the 1,066 SF
units (average $725), and $750 - $850 per month for the 1,120 SF units (average
$810) are being achieved. Based upon a comparison to the above comparable
rentals, with consideration given for age, location, appeal, condition and
amenities, $760 per month ($0.72 per square foot) for the market rent of the
1,050 SF units, $705 per month ($0.67 per square foot) for the market rent of
the 1,054 SF units, $750 per month ($0.70 per square foot) for the market rent
of the 1,066 SF units, and $815 per month ($0.73 per square foot) market rent
for the 1,120 SF units appear appropriate and have been utilized in our
analysis.


C97-604                   O'Connor and Associates                       Page 162
<PAGE>

SUBJECT - Large 2BR/2BA Units (1,210 - 1,240 square feet)

The subject has 28 units containing 1,210 square feet and 74 units containing
1,240 square feet. The following is a recap of the units from the comparables
considered most similar to the subject units:

================================================================================
                      SUMMARY OF LARGE 2BR/2BA COMPARABLES
================================================================================
  Comparable    Unit Size (SF)      Monthly Rent    Monthly Rent Per Square Foot
- --------------------------------------------------------------------------------
       1             1,075              $810                  $0.75
- --------------------------------------------------------------------------------
       1             1,113              $810                  $0.73
- --------------------------------------------------------------------------------
       5             1,100              $810                  $0.74
- --------------------------------------------------------------------------------
       5             1,150              $810                  $0.70
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
    Subject          1,210              $880                  $0.73
- --------------------------------------------------------------------------------
    Subject          1,240              $915                  $0.74
================================================================================

The current asking rental rates for the subject units are on the upper end of
the rental range. As before, rental rates vary depending on unit location, with
a premium location adding up to $25 per month. However, as previously indicated,
the subject property offers an amenity package which is superior to the
comparable rentals. Therefore, a rental rate on the upper end of the range
appears reasonable. Based on a review of the most recent actual leases at the
subject property (see rent roll in addenda), rents of $790 - $895 per month
(average $850) for the 1,210 SF units and $795 - $905 per month (average $870)
for the 1,240 SF units are being achieved. Based upon a comparison to the above
comparable rentals, with consideration given for age, location, appeal,
condition and amenities, $875 per month ($0.72 per square foot) for the market
rent of the 1,210 SF units, and $895 per month ($0.72 per square foot) market
rent for the 1,240 SF units appear appropriate and have been utilized in our
analysis.


C97-604                   O'Connor and Associates                       Page 163
<PAGE>

SUBJECT - 3BR/2BA and 3BA Units (1,282 - 1,770 square feet)

The subject has 4 units containing 1,282 square feet, 2 units containing 1,440
square feet, and 4 units containing 1,770 square feet. The following is a recap
of the units from the comparables considered most similar to the subject units:

================================================================================
                           SUMMARY OF 3BR COMPARABLES
================================================================================
  Comparable    Unit Size (SF)     Monthly Rent    Monthly Rent Per Square Foot
- --------------------------------------------------------------------------------
       1             1,173             $900                  $0.77
- --------------------------------------------------------------------------------
       1             1,400             $930                  $0.66
- --------------------------------------------------------------------------------
       1             1,900            $1,100                 $0.58
- --------------------------------------------------------------------------------
       5             1,200             $930                  $0.78
- --------------------------------------------------------------------------------
       5             1,420            $1,100                 $0.77
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
    Subject          1,282            $1,060                 $0.83
- --------------------------------------------------------------------------------
    Subject          1,440            $1,260                 $0.88
    Subject          1,770            $1,460                 $0.82
================================================================================

The current asking rental rates for the subject units are above the upper end of
the rental range. However, as previously indicated, the subject property offers
an amenity package which is superior to the comparable rentals. Therefore, a
rental rate above the upper end of the range appears reasonable. Based on a
review of the most recent actual leases at the subject property (see rent roll
in addenda), rents of $1,025 per month for the 1,282 SF units, $1,200 - $1,225
per month (average $1,215) for the 1,440 square foot units, and $1,345 - $1,400
per month (average $1,365) for the 1,770 SF units are being achieved. Based upon
a comparison to the above comparable rentals, with consideration given for age,
location, appeal, condition and amenities, $1,025 per month ($0.80 per


C97-604                   O'Connor and Associates                       Page 164
<PAGE>

square foot) for the market rent of the 1,282 SF units, $1,215 per month ($0.84
per square foot) for the market rent of the 1,440 SF units, and $1,365 per month
($0.77 per square foot) market rent for the 1,770 SF units appear appropriate
and have been utilized in our analysis.

Ancillary Income

Miscellaneous income generated $190,999 for the subject property in 1996 and
$181,611 in 1995, according to the income statements provided. Additionally,
miscellaneous income through June 1997, plus 1997 budget numbers total $174,727.
These receipts indicate totals of $12.00, $11.41, and $10.98 per unit per month,
respectively, on an "as occupied" basis (effective gross income). The 1996
Institute of Real Estate Management publication, Income/Expense Analysis:
Conventional Apartments, reported the average ancillary income per unit per
month for garden style apartments in the Houston area to be $13.66.

Based on the subject's historical levels, a stabilized gross miscellaneous
income of $11.00 per month per unit, or $14,586 per month, say $175,032 per
year, is considered reasonable. This estimate is the gross ancillary income
before deduction for vacancy and collection loss. Typically, a third party
provides the laundry equipment and splits the revenue with the subject project,
and this is considered the primary source of this income along with security
deposit forfeitures and application fees.


C97-604                   O'Connor and Associates                       Page 165
<PAGE>

POTENTIAL GROSS INCOME

Based on the comparable rentals, stabilized potential gross income for the
subject project is estimated as follows:

<TABLE>
<CAPTION>
==========================================================================================
                       CALCULATION OF ANNUAL POTENTIAL GROSS INCOME
- ------------------------------------------------------------------------------------------
    Unit Type       Number      Unit     Rentable      Monthly       Rent/SF      Pot Rent
                   of Units     Size       Area          Rent

<S>                  <C>        <C>      <C>            <C>           <C>        <C>
   1 BR / 1 BA        320        670      214,400        $565          $0.84      $180,800

   1 BR / 1 BA        84         756      63,504         $595          $0.79       $49,980

   1 BR / 1 BA        37         798      29,526         $610          $0.76       $22,570

   2 BR / 1 BA        183        850      155,550        $620          $0.73      $113,460

   2 BR / 1 BA        100        900      90,000         $645          $0.72       $64,500

   2 BR / 1 BA        120        930      111,600        $670          $0.72       $80,400

   2 BR / 1 BA        20         936      18,720         $660          $0.71       $13,200

  2 BR / 1.3 BA       60         942      56,520         $665          $0.71       $39,900

   2 BR / 2 BA        110       1,050     115,500        $760          $0.72       $83,600

   2 BR / 2 BA        66        1,054     69,564         $705          $0.67       $46,530

   2 BR / 2 BA        92        1,066     98,072         $750          $0.70       $69,000

   2 BR / 2 BA        22        1,120     24,640         $815          $0.73       $17,930

   2 BR / 2 BA        28        1,210     33,880         $875          $0.72       $24,500

   2 BR / 2 BA        74        1,240     91,760         $895          $0.72       $66,230

   3 BR / 2 BA         4        1,282      5,128        $1,025         $0.80        $4,100

   3 BR / 2 BA         2        1,440      2,880        $1,215         $0.84        $2,430

   3 BR / 3 BA         4        1,770      7,080        $1,365         $0.77        $5,460
                       -        -----      -----        ------         -----        ------

                     1,326       896     1,188,324       $667          $0.74      $884,590

MONTHLY POTENTIAL RENTAL INCOME                                                   $884,590

Ancillary Income     1,326     units @       $11.00 per unit                       $14,586
                                                                                   -------

MONTHLY POTENTIAL GROSS INCOME:                                                   $899,176

                                                    Multiplied By:               12 Months
                                                                                 ---------

ANNUAL POTENTIAL GROSS INCOME:                                                 $10,790,112
==========================================================================================
</TABLE>


C97-604                    O'Connor and Associates                      Page 166
<PAGE>

Therefore, the annual potential rental income is estimated to be $10,615,080,
plus $175,032 in ancillary income for a total potential gross income of
$10,790,112.

Vacancy/Collection Loss:

In the previous discussion of the subject's market area, the occupancy levels
for master-metered complexes averaged 90.90% (Apartment Market TRAC). The
overall occupancy of the market area was 91.20%. This occupancy level is at the
upper end of the range of the previous recent years, ranging from 84.50% to
91.20%, over a four year period. The occupancy levels exhibited by the rent
comparables range from 93% to 99%. As of the date of inspection, the subject
property was +/-99% occupied (leased). Historical occupancy for the subject
property has ranged from 93.08% in 1994 to 95.35% in 1995 to 93.85% in 1996
(according the income statements provided). Occupancy and rental rates have
increased consistently at the subject property (as well as the sub-market) over
the past few years. Considering the subject's current occupancy, the occupancies
reported by nearby competing properties, and the overall appeal of the subject,
a stabilized vacancy and collection loss rate of 5% for the subject property.

Employee/Model Units

This category provids for a deduction for rent loss on employee, administrative,
and model units. The financial statements provided indicate a rent loss due to
employee/model units ranging from 2.11% to 3.0% of potential gross rental income
from 1994 to 1996. The June 1997 statement indicates a rent loss estimate for
this category


C97-604                    O'Connor and Associates                      Page 167
<PAGE>

of 2.10%. Therefore, based on the historical levels, a stabilized annual rent
loss due to employee/model units of 2% of potential gross rental income.

No move-in specials are being offered at the subject apartments.

While multifamily housing trends in this area are not expected to change
significantly in the near future, it is reasonable to assume that over a typical
investor holding period of eight to ten years, there will be losses of income
during tenant turnover and/or collection problems. In the subject property type,
stability of tenant base is of primary concern, and is a function of management
through proper maintenance and attention to tenants' concerns. As such, a total
stabilized occupancy level of 93% (including employee/model vacancy), or an
annual loss of 7% of gross income is considered reasonable for this charge.

Effective Gross Income

Based on the foregoing analysis of potential gross income and vacancy
/collection loss, the effective annual gross income for the project can be
calculated as follows:

================================================================================
                             EFFECTIVE GROSS INCOME
- --------------------------------------------------------------------------------
  Potential Gross       Less: Vacancy/Collection        Effective Gross Income
      Income                 Allowance (7%)
- --------------------------------------------------------------------------------
    $10,790,112                 $755,308                      $10,034,804
================================================================================


C97-604                    O'Connor and Associates                      Page 168
<PAGE>

ANALYSIS OF OPERATING EXPENSES:

Estimates of expenses associated with the operation of the subject property are
based on surveys of similar properties in the area compared to reported data on
the subject project. 1994, 1995, and 1996 operating statements for the subject
were provided by the client. In addition to reviewing the subject's historical
data, we have utilized income/expense data published by the Institute of Real
Estate Management (IREM) as independent support for the forthcoming expense
projections for the subject property.

While it is recognized that expenses such as maintenance and utilities will vary
over time, our estimates are based on stabilized annual charges over a typical
investor holding period. The following is a discussion of each major expense
item for the subject project.

Property Taxes:

The subject is within the taxing jurisdiction of the Houston Independent School
District, Harris County, Houston Community College, and the City of Houston. The
preliminary 1997 assessed value is $31,839,930, which is the same as the 1996
assessment. Considering on the tax comparable assessments, an increase in the
subject assessment of 10% per year is anticipated in Year 2 and 3 of the holding
period. In Year 1 of the discounted cash flow, taxes are calculated based on the
preliminary 1997 assessment. This results in a 1997 tax expense for the subject
property of $878,629.


C97-604                    O'Connor and Associates                      Page 169
<PAGE>

Insurance:

The subject reflected an insurance expense per square foot of $0.31 in 1994,
$0.35 per square foot in 1995, and $0.29 per square foot in 1996. IREM reported
this expense to range from $0.12 to $0.21 per square foot, with a median cost of
$0.15 per square foot. We have utilized an expense of $0.25 per square foot of
NRA ($297,081) as the proforma insurance expense, based upon the subject's
historical information.

Utilities (natural gas, electric, water, sewer, and basic cable)

The subject project's owner pays all utility costs for the complex. The
subject's historical operating expenses indicated a per square foot expense of
$1.53 in 1994, $1.41 in 1995, and $1.47 in 1996. IREM data estimate this expense
to be between $0.52 and $1.38 per square foot. The subject is slightly above the
IREM range due to the superior level of amenities offered at this project. We
have estimated the proforma expense to be $1.50 per square foot or $1,782,486
annually.

Management:

Typical cost for general management and accounting for multifamily properties
typically range from 3% to 6% of the effective gross income. IREM data reflected
management fees of between 3.4% and 4.6%. The subject's historical expense was
indicated to be 4.00% in 1996, 1995, and 1994. The actual historical subject
expense appears consistent with the supporting market data. Thus, an annual
stabilized management fee for the subject of 4.00% of the projected effective
gross income has been utilized in Year 1.


C97-604                    O'Connor and Associates                      Page 170
<PAGE>

Maintenance:

This expense item covers structural maintenance, maintenance of mechanical
equipment, appliances, parking areas, grounds maintenance, and cleaning and
redecorating of vacant units, including supplies. These items are necessary to
insure the quality of both the appearance and functional utility of the
apartment complex in order to retain the highest possible occupancy level.

Maintenance charges for apartment complexes of this quality typically range from
$0.38 to $0.77 per square foot/year, according to IREM data. This charge should
include cleaning and supplies, painting, landscaping, floor and wall coverings,
mechanical repair, exterior repairs, roof repairs, pool chemicals, trash
removal, pest control, etc. The subject reported historical expenses of $0.52
per square foot in 1994; $0.66 per square foot in 1995; and $0.63 per square
foot in 1996. Based upon analysis of this and competing projects, the stabilized
charge for maintenance was estimated at $0.64 per square foot, or $760,527.

Payroll/Salaries:

The subject reflected a total salaries expense of $0.85 PSF in 1994, $0.85 PSF
in 1995, and $0.92 PSF in 1996. Typical payroll expense ranges between $0.78 and
$0.98 per square foot, according to IREM. Overall payroll expense can include
other costs in addition to base salary expenses: manager salaries, other
employee's salaries, payroll taxes, group insurance, workman's compensation,
and/or additional employee benefits.


C97-604                    O'Connor and Associates                      Page 171
<PAGE>

Based on the above expense levels, we have utilized $0.95 PSF or $1,128,908, as
the salary expense.

Administrative & Advertising

This expense item includes the cost for apartment guide and newspaper
advertisements, promotional specials (i.e. referral fees), as well as those
office and administrative costs involved in the day to day operations (excluding
maintenance and management). These include office supplies, uniform service,
rental furniture, legal fees, bookkeeping and other miscellaneous leasing
expenses. Typical cost for this item ranges from $0.25-$0.75 per square foot.
Actual historical expenditures for the subject property approximate $0.15 PSF in
1994, $0.24 PSF in 1995, and $0.29 PSF in 1996. For a stabilized expense, we
have utilized $0.28 per square foot, or $332,731, in this category.

Reserves for Replacement:

This expense charge allows for the replacement of building component items whose
physical useful life expectancy is less than the building, but longer than the
typical investor holding period (replacement of shorter life items would be
considered maintenance). The theory is that prudent management would allocate an
annual charge sufficient for the periodic replacement of these items. The short
life building component items with life expectancies greater than the typical
holding period were identified in the cost approach. Additionally, unit
remodeling expenses are included in this category. Typically, these costs are
estimated at $200 to $250 per unit, based on the age/condition,


C97-604                    O'Connor and Associates                      Page 172
<PAGE>

location, and the average unit size of the property, and external factors such
as interest rates. Brokers, investors, structural engineers, estimators, and
other professionals considered knowledgeable in this area confirm these
estimates. We have estimated this expense for the subject property at $200 per
unit, or $265,200 on a stabilized basis.

Total Expenses

Expenses for the total project are $5,846,954, or +/-$4.92 per square foot of
net rentable area. This expense is considered reasonable, based on data from
similar complexes and given the subject property's master-metered status and
maintenance requirements.

The expense ratio (expenses/ effective gross income) for the subject is
estimated to be 58.27%. The identified comparable sales indicated expense ratios
between 44.23% and 54.40%. The subject is slightly above this range due to the
subject being a master-metered project compared to the sales, which were
predominantly separately-metered. The higher utility expense for a
master-metered property would indicate a slightly higher expense ratio.


C97-604                    O'Connor and Associates                      Page 173
<PAGE>

NET OPERATING INCOME (NOI)

Based on the foregoing analysis, the following schedule illustrates the
calculations used in arriving at the Net Operating Income Estimate for the
subject project.

<TABLE>
<CAPTION>
==========================================================================================
                               INCOME SCHEDULE - STABILIZED
- ------------------------------------------------------------------------------------------
<S>                                    <C>           <C>         <C>          <C>
 Rental Income                           $884,590     Mo  x         12 =       $10,615,080

   SF NRA and Ave. Rent PSF             1,188,324     SF  @      $8.93

 Plus Other Income                                                               $175,032
                                                                                ----------

 Potential Gross Income                                          $9.08         $10,790,112

 Less Vacancy/Collection Loss                                       7%          ($755,308)
                                                                                ----------

 Effective Gross Income Estimate                                               $10,034,804

 Less Expenses                             Amount     % EGI        PSF
                                           ------     -----        ---

  Property Taxes                         $878,629     8.76%      $0.74

  Insurance                              $297,081     2.96%      $0.25

  Utilities                            $1,782,486    17.76%      $1.50

  Management                             $401,392     4.00%      $0.34
                                         --------     -----      -----

   Total Fixed Expenses                $3,359,588    33.48%      $2.83

  Maintenance and Repairs                $760,527     7.58%      $0.64

  Payroll/Salaries                     $1,128,908    11.25%      $0.95

  Administrative/Adver.                  $332,731     3.32%      $0.28

  Reserves                               $265,200     2.64%      $0.22
                                         --------     -----      -----

   Total Variable Expenses             $2,487,366    24.79%      $2.09
                                       ----------    ------      -----

 Total Expenses                        $5,846,954    58.27%      $4.92        ($5,846,954)
                                                                              ------------

 Net Operating Income                                                           $4,187,850
==========================================================================================
</TABLE>


C97-604                    O'Connor and Associates                      Page 174
<PAGE>

NOI DEFICIENCY

Net Operating Income Deficiency is the total of the loss of market rent and
expense recovery (rent loss) due to vacancy during the forecasted absorption
period, together with costs and expenses associated with achieving that
occupancy, such as tenant improvements and leasing commissions, offset by
expense savings during the period that the building, or portions of the
building, is not occupied. As the subject property is projected to maintain
stabilized levels throughout a typical investor holding period, this procedure
is not applicable to this analysis.

DIRECT CAPITALIZATION:

Direct Capitalization is a process whereby net operating income is converted
into value utilizing an overall capitalization rate (Ro). There are several
methods of deriving capitalization rates in order to adequately account for risk
associated with the quantity, quality and durability of the income stream. Based
upon the defined appraisal problem and in consideration of the available data,
it is the appraisers' position to determine which of these techniques is the
most indicative of current investor's attitudes. As such, two methods for
developing a capitalization rate were considered applicable in this appraisal.
The following is a discussion of each.


C97-604                    O'Connor and Associates                      Page 175
<PAGE>

Market Extraction Method

In this case, we have developed an overall rate from an analysis of the market
sales considered in the Sales Comparison Approach-Improved Properties Section of
this report. An overall rate was derived for each sale by dividing the net
operating income of the sale property by its sale price. This technique involves
constant dollars and stabilized operating ratios. The overall rates extracted
from the sales are based on net operating incomes resulting from estimated
expenses typical of comparable projects in the marketplace, including reserves.
Expenses for comparable projects are retained in our files. Therefore, the Ro's
reflect estimated economic indicators, but are considered to be reflective of
market conditions. The following is a summary of the rates developed from the
market data.

                        ====================================
                          Sale #          Indicated Ro
                        ------------------------------------
                             1               9.22%
                        ------------------------------------
                             2               9.51%
                        ------------------------------------
                             3               9.17%
                        ------------------------------------
                             4               10.67%
                        ------------------------------------
                             5               9.59%
                        ------------------------------------
                           Avg.              9.63%
                        ====================================


C97-604                    O'Connor and Associates                      Page 176
<PAGE>

Market Extraction Method - Continued

The overall capitalization rates calculated for the comparable sales range from
9.17% to 10.67%. The mean capitalization rate of the sales is 9.63% and the
median is 9.51%. Sales of Class "B" apartments in Greater Houston area are
currently reporting capitalization rates between 9% and 10%. In addition to the
above sales, the Telegragh Hill Apartments sold in June 1997 with a
capitalization rate (based on current NOI/Sale Price) of 9.17%. Although this
sale was not included in the Sales Comparison Approach, it does provide an
indication of current capitalization rates for apartments in Houston. Due to the
unusually large size of the subject property, and the high overall value for the
project (in relation to other Houston area apartments), the subject is
considered to be attractive to an institutional investor. There are very few
other investment opportunities in a single apartment project in the Houston area
which would provide a similar size contribution to a portfolio. Additionally,
the subject facility has been operated by Harold Farb for several years. Harold
Farb is well-known in the Houston market and has a reputation for offering good
quality projects complemented by attentive management staff. Therefore, given
the capitalization rates reported by the sales, and considering the size, name
recognition, occupancy, tenant mix, and overall appeal of the subject property,
a "going-in" rate of 9.25% was considered applicable.


C97-604                    O'Connor and Associates                      Page 177
<PAGE>

Band of Investment Method:

This technique of developing a capitalization rate basically involves a
synthesis between a mortgage constant and an equity dividend rate, each weighted
by its percentage of contribution. The mortgage portion of this rate includes an
allowance for both interest on and amortization of the mortgage component.

Our research, including reviews of various publications and conversations with
local lenders, revealed that mortgage terms for this type property are being
quoted to a credit worthy customer in the range of 8.00% to 10.00%. The typical
amortization period is 20 years. Additionally, the typical loan to value ratio
is 70%. Assuming a 9% interest rate, the annual mortgage constant is calculated
to be 0.107967.

The remainder of the total value (i.e., 30%) is attributable to the equity
contribution. The equity portion is below the mortgage portion due to negative
leverage in some property types in the current market. The calculations used to
develop a capitalization rate via the Band of Investment technique is
illustrated as follows:

       Calculation of Ro

       Mortgage Portion           0.70     x      0.107967     =     0.075577

       Equity Portion             0.30     x      0.070000     =     0.021000
                                  ----

       Indicated Overall Rate     1.00                               0.096577

                                  SAY   9.65%


C97-604                    O'Connor and Associates                      Page 178
<PAGE>

            Reconciliation of Overall "Going-In" Capitalization Rates

           1.  Market Extraction:                             9.25%

           2.  Band of Investment:                            9.65%

Emphasis is placed on the Market Extraction Method as this method is more often
relied upon by investors in the current market. Based on the foregoing, it is
our opinion that the appropriate capitalization rate for the subject is 9.25%,
which is the rate generated by the Market Extraction Method and generally
supported by the Band of Investment Method.

VALUE VIA DIRECT CAPITALIZATION

This calculation is illustrated as follows:

================================================================================
                              DIRECT CAPITALIZATION
================================================================================
 Net Operating Income   Divided By Capitalization Rate    Equals Indicated Value
- --------------------------------------------------------------------------------
      $4,187,850                    9.25%                       $45,274,054
- --------------------------------------------------------------------------------
                       VALUE VIA DIRECT CAPITALIZATION          $45,274,054
- --------------------------------------------------------------------------------
                                              ROUNDED:          $45,270,000
================================================================================


C97-604                    O'Connor and Associates                      Page 179
<PAGE>

Effective Gross Income Multiplier Analysis

The second unit of comparison abstracted is the effective gross income
multiplier (EGIM). The EGIM expresses the relationship between the effective
gross income attributable to a property and the overall sale price. The
Effective Gross Income Multipliers extracted from the sales are listed as
follows.

          =====================================
            Sale #     Indicated     Expense
                          EGIM        Ratio
          -------------------------------------
               1          4.95        54.40%
          -------------------------------------
               2          4.79        54.40%
          -------------------------------------
               3          6.08        44.23%
          -------------------------------------
               4          4.67        50.23%
          -------------------------------------
               5          4.87        53.76%
          -------------------------------------
             Avg.         5.07        51.40%
          =====================================

Typically, there is an inverse relationship between the effective expense ratio
and the effective gross income multiplier. Generally, the lower the expense
ratio, the higher the EGIM. Based on the subject's characteristics, including
its 58.27% expense ratio in comparison to the sales, an EGIM below the average
of the range of EGIMs indicated by the sales is considered applicable. Based on
this data and in consideration of the subject's location, age and physical
characteristics, a multiplier of 4.50 is judged to be an applicable indicator of
value for the subject property via this method. Utilizing the


C97-604                    O'Connor and Associates                      Page 180
<PAGE>

Effective Gross Income Multiplier Analysis - Continued

annual stabilized effective gross income for the subject estimated in this
report, the following calculation indicates the total value for the property via
this method.

================================================================================
  Effective Gross Income   Effective Gross Income Multiplier    Indicated Value
- --------------------------------------------------------------------------------
      $10,034,804                        4.50                      $45,156,618
- --------------------------------------------------------------------------------
                              VALUE VIA EGIM METHOD, ROUNDED:      $45,160,000
================================================================================


C97-604                    O'Connor and Associates                      Page 181
<PAGE>

DISCOUNTED CASH FLOW ANALYSIS

The appraiser performed a discounted cash flow analysis on the subject property
to analyze the income stream over a typical holding period. The cash flow was
performed on the Argus discounted cash flow computer program. The following is a
list of the assumptions applicable to this analysis,

A method of capitalization often used for income producing properties is the
discounted cash flow method. In this method, the value estimate for the subject
is considered to be the sum of the annual income, discounted to present worth,
that the property will generate over a projected period of ownership plus the
present worth of the value of the property at the end of the ownership period
(reversion value). The following projections and assumptions, based on market
research, were used in setting up the DCF model.

Projections and Assumptions for DCF Model:

Ownership Period: For the purpose of this analysis, we have assumed a 10 year
                  investor holding period. The length of the cash flow and
                  holding period is a function of the liquidity of a capital
                  investment and the average holding period present in the
                  Greater Houston Market.

Leases/Rental:    As earlier estimated, we have utilized the market rental rates
                  for the subject property. Additionally, we utilized the actual
                  physical occupancy (99%), adjusted for vacancy and collection
                  losses.


C97-604                    O'Connor and Associates                      Page 182
<PAGE>

                  Based on current trends with rental rates increasing every
                  year for the past two years in the market area and with the
                  subject property exhibiting rental increases of between 1% and
                  5% over the past two years, we are projecting annual rate
                  increases of 3.50%

Occupancy:        Vacancy/credit and collection allowance of 5.0% and
                  employee/model units of 2.0% (totalling 7%) was applied in the
                  cash flow.

Expenses:         For the purpose of this analysis operating expenses for the
                  first year are generally similar to those used in the direct
                  capitalization, and grown at a rate of 3.5% per year.

Renewals:         We have estimated that approximately 75% of the tenants will
                  renew their leases, rather than vacating the subject property.
                  The basis for this assumption lies in the relative stability
                  of the subject area apartment market and the low turnover
                  reported by property management.


C97-604                    O'Connor and Associates                      Page 183
<PAGE>

Discount Rates    To develop an appropriate discount rate, the appraiser must
                  start with utilization of what is considered to be a safe rate
                  in the market, and build a gross discount rate by adding for
                  additional risks attendant with ownership of the property. The
                  safe rate for a typical investor is considered to be similar
                  to 3-Month treasury securities, which according to the Federal
                  Reserve Bank of St. Louis were averaging a yield of
                  approximately 5.00% as of the most recent date bids were
                  available, which was June 26, 1997. The current safe rate used
                  for development of the discount rate is estimated to be 5.50%
                  as of the appraisal date. As of June 26, 1997, yields on
                  alternative security investments are as follows:

                  ========================================================
                        Type of Investment                Current Yield

                       Corporate AAA Bonds                    7.33%

                       Corporate BAA Bonds                    7.94%

                      3-Month Treasury Bills                  5.08%

                      1-Year Treasury Bills                   5.42%

                     Long-Term Treasury Bonds                 6.03%
                  ========================================================

Yields on these securities have been fluctuating over the past 3 months.
Anticipated risk was estimated to be approximately 2.00%. The burden of
management is estimated to require approximately 2.00%, and the illiquidity of
invested capital required an additional 2.00% increment. The total discount rate
is therefore summarized as follows:


C97-604                    O'Connor and Associates                      Page 184
<PAGE>

                  ========================================================
                     Safe Rate                                 5.50%

                     Risk                                      2.00%

                     Management                                2.00%

                     Illiquidity of Funds                      2.00%
                                                              ------

                     Total Discount Rate                      11.50%
                  ========================================================

Real Estate Research Corporation conducts a survey that provides information
from national investors as to their accepted growth and discount rate
assumptions. Peter F. Korpacz & Associates also conducts a similar survey.

These surveys indicate acceptable Internal Rates of Return for all property
types ranging from 9.0% to 15.0%. The lowest range of yield rates for
alternative investments was indicated by Korpacz Survey for the Manhattan, New
York office market of 9.0% to 11.5% and the highest yield rate to be 11.0% to
15.0% for oversupplied office markets such as the Houston market. According to
the Korpacz Survey, the average anticipatory yield rate for oversupplied office
markets was 13.11%.

According to the Real Estate Research Corporation Report, hotels and industrial
properties have the highest average Internal Rates of Return requirements of
11.0% to 13.5%. Yield rates for regional malls had the lowest yield requirements
which range from 10.0% to 11.5%. Office yield rates ranged from 10.5% to 13.5%,
with central business district offices at the low end of the range. Yields for
apartment projects and


C97-604                    O'Connor and Associates                      Page 185
<PAGE>

industrial buildings in Houston have ranged from 8.0% to 15.0%, depending on
condition, occupancy, rental rate and location.

In selecting an appropriate rate, consideration must be given not only to
available yields on alternative investments, but also to the property's
location, age and condition. Income growth rate assumptions for the Houston
Metropolitan Area market are typical of the national market. Commensurately,
internal rates of return are increased to account for increased risks associated
with buying property primarily for future potential value, rather than annual
cash flow. Based on the above analysis of yield rates and other characteristics
of the subject property, it is our opinion that the 10.50% discount rate
(annually pre-tax and before debt) developed by the Build-Up Method earlier in
this discussion, is an appropriate yield rate to attract equity capital to the
subject property.

Reversion Value:  Based on recent improved sales a "going-in rate" of 9.25% was
                  utilized in the direct capitalization. Therefore, a terminal
                  rate of 10.25% will be used to convert the net income
                  projected for the conversion year into an indication of value.
                  A sale expense of 5.0% is applied in year 11.

Based on these assumptions, the final cash flow summary and value estimate are
presented on the following pages. The discounted cash flow worksheets, tenant
summaries, and supporting schedules are presented in the Addenda of this report.


C97-604                    O'Connor and Associates                      Page 186
<PAGE>

Value Estimate - Discounted Cash Flow Method

Base on the discounted cash flow prepared on the Argus program, the value is
indicated to be between $42,750,000 and $45,471,000, with discount rates ranging
from 11.25% to 12.25%. Given the characteristics of the subject, a value of
$45,250,000 was considered appropriate via the Discounted Cash Flow Method.


C97-604                    O'Connor and Associates                      Page 187
<PAGE>

                                    NOB HILL
                               5410 N. BRAESWOOD
                                    HOU, TX
                       SCHEDULE OF PROSPECTIVE CASH FLOW
           In Inflated Dollars for the Fiscal Year beginning 8/1/1997

<TABLE>
<CAPTION>
                              Year 1         Year 2        Year 3         Year 4        Year 5        Year 6
For the Years Ending        Jul-1998       Jul-1999      Jul-2000       Jul-2001      Jul-2002      Jul-2003
                         -----------    -----------   -----------    -----------   -----------   -----------

<S>                      <C>            <C>           <C>            <C>           <C>           <C>
POTENTIAL GROSS
 REVENUE
  Potential Rental
  Revenue                $10,615,080    $10,857,687   $11,237,707    $11,631,025   $12,038,110   $12,459,445
                         -----------    -----------   -----------    -----------   -----------   -----------
  Scheduled Base
  Rental Revenue          10,615,080     10,857,687    11,237,707     11,631,025    12,038,110    12,459,445
  OTHER INCOME               175,032        178,533       182,103        185,745       189,460       193,249
                         -----------    -----------   -----------    -----------   -----------   -----------

TOTAL POTENTIAL
 GROSS REVENUE            10,790,112     11,036,220    11,419,810     11,816,770    12,227,570    12,652,694
  General Vacancy           (743,056)      (760,038)     (786,639)      (814,172)     (842,668)     (872,161)
                         -----------    -----------   -----------    -----------   -----------   -----------

EFFECTIVE GROSS
 REVENUE                  10,047,056     10,276,182    10,633,171     11,002,598    11,384,902    11,780,533
                         -----------    -----------   -----------    -----------   -----------   -----------

OPERATING EXPENSES
  TAXES                      878,629        909,381       941,209        974,152     1,008,247     1,043,536
  INSURANCE                  297,081        307,479       318,241        329,379       340,907       352,839
  UTILITIES                1,782,486      1,844,873     1,909,444      1,976,274     2,045,444     2,117,034
  MANAGEMENT                 401,882        411,047       425,327        440,104       455,396       471,221
  MAINTENANCE                760,527        787,145       814,696        843,210       872,722       903,268
  PAYROLL                  1,128,908      1,168,420     1,209,314      1,251,640     1,295,448     1,340,789
  ADMINISTRATIVE             332,731        344,377       356,430        368,905       381,816       395,180
  RESERVES                   265,200        274,482       284,089        294,032       304,323       314,974
                         -----------    -----------   -----------    -----------   -----------   -----------

TOTAL OPERATING
 EXPENSES                  5,847,444      6,047,204     6,258,750      6,477,696     6,704,303     6,938,841
                         -----------    -----------   -----------    -----------   -----------   -----------

NET OPERATING INCOME       4,199,612      4,228,978     4,374,421      4,524,902     4,680,599     4,841,692
                         -----------    -----------   -----------    -----------   -----------   -----------

CASH FLOW BEFORE
 DEBT SERVICE
 & INCOME TAX             $4,199,612     $4,228,978    $4,374,421     $4,524,002    $4,680,599    $4,841,692
                         ===========    ===========   ===========    ===========   ===========   ===========

<CAPTION>
                              Year 7        Year 8         Year 9       Year 10       Year 11
For the Years Ending        Jul-2004      Jul-2005       Jul-2006      Jul-2007      Jul-2008
                         -----------   -----------    -----------   -----------   -----------

<S>                      <C>           <C>            <C>           <C>           <C>
POTENTIAL GROSS
 REVENUE
  Potential Rental
  Revenue                $12,895,525   $13,346,869    $13,814,011   $14,297,499   $14,797,915
                         -----------   -----------    -----------   -----------   -----------
  Scheduled Base
  Rental Revenue          12,895,525    13,346,869     13,814,011    14,297,499    14,797,915
  OTHER INCOME               197,114       201,057        205,078       209,179       213,363
                         -----------   -----------    -----------   -----------   -----------

TOTAL POTENTIAL
 GROSS REVENUE            13,092,639    13,547,926     14,019,089    14,506,678    15,011,278
  General Vacancy           (902,687)     (934,281)       (966,981   (1,000,825)   (1,035,854)
                         -----------   -----------    -----------   -----------   -----------

EFFECTIVE GROSS
 REVENUE                  12,189,952    12,613,645     13,052,108    13,505,853    13,975,424
                         -----------   -----------    -----------   -----------   -----------

OPERATING EXPENSES
  TAXES                    1,080,059     1,117,861      1,156,987     1,197,481     1,239,393
  INSURANCE                  365,188       377,970        391,199       404,891       419,062
  UTILITIES                2,191,130     2,267,820      2,347,194     2,429,345     2,514,373
  MANAGEMENT                 487,598       504,546        522,084       540,234       559,017
  MAINTENANCE                934,882       967,603      1,001,469     1,036,520     1,072,798
  PAYROLL                  1,387,716     1,436,286      1,486,556     1,538,586     1,592,436
  ADMINISTRATIVE             409,011       423,327        438,143       453,478       469,350
  RESERVES                   325,999       337,408        349,218       361,440       374,091
                         -----------   -----------    -----------   -----------   -----------

TOTAL OPERATING
 EXPENSES                  7,181,583     7,432,821      7,692,850     7,961,975     8,240,520
                         -----------   -----------    -----------   -----------   -----------

NET OPERATING INCOME       5,008,369     5,180,824      5,359,258     5,543,878     5,734,904
                         -----------   -----------    -----------   -----------   -----------

CASH FLOW BEFORE
 DEBT SERVICE
 & INCOME TAX             $5,008,369    $5,180,824     $5,359,258    $5,543,878    $5,734,904
                         ===========   ===========    ===========   ===========   ===========
</TABLE>
<PAGE>

File             :DCF                                            Date: 8/22/97
Property Type    :Apartment                                      Time: 3:28 pm
Portfolio        :ML                                             Ref#:   AIN
                                                                  Pag:    2

                            PR0SPECTIVE PRESENT VALUE
               Cash Flow Before Debt Service plus Property Resale
   Discounted Annually (Endpoint 0n Cash Flow & Resale) 0ver a 10-Year Period

                     For the                  P.V. of      P.V. of     P.V. of
Analysis              Year        Annual     Cash Flow    Ca$h Flow   Cash Flow
Period               Ending      Cash Flow    @ 11.25%     @ 11.75%    @ 12.25%
- ------               ------      ---------    --------     --------    --------

Year 1              Jul-1998    $4,199,612   $3,774,932   $3,758,042  $3,741,302
Year 2              Jul-1999     4,228,978    3,416,925    3,386,416   3,356,316
Year 3              Jul-2000     4,374,421    3,177,024    3,134,571   3,092,869
Year 4              Jul-2001     4,524,902    2,953,990    2,901,476   2,850,124
Year 5              Jul-2002     4,680,599    2,746,638    2,685,739   2,626,453
Year 6              Jul-2003     4,841,692    2,553,860    2,486,062   2,420,355
Year 7              Jul-2004     5,008,369    2,374,631    2,301,249   2,230,447
Year 8              Jul-2005     5,180,824    2,207,998    2,130,191   2,055,455
Year 9              Jul-2006     5,359,258    2,053,073    1,971,864   1,894,207
Year 10             Jul-2007     5,543,878    1,909,033    1,825,317   1,745,622
                                 ---------    ---------    ---------   ---------

Total Cash Flow                 47,942,533   27,168,104   26,580,927  26,013,150
Property Resale @ 10.25% Cap    53,152,769   18,303,144   17,500,505  16,736,414
                                             ----------   ----------  ----------
Total Property Present Value                $45,471,248  $44,081,432 $42,749,564

Rounded to Thousands                        $45,471,000  $44,081,000 $42,750,000
                                            ===========  =========== ===========
Per Unit                                             38           37          36

PERCENTAGE VALUE DISTRIBUTION

Prospective Income                                59.75%       60.30%     60.85%
Prospective Property Resale                       40.25%       39.70%     39.15%
                                               ========     =======     ========
                                                 100.00%      100.00%    100.00%
<PAGE>

File              :DCF                                            Date  :8/22/97
Property Type     :Apartment                                      Time  :3:28 pm
Portfolio         :ML                                             Ref#  :AIN
                                                                  Page  : 3

                                    NOB HILL
                               5410 N. BRAESWOOD
                                     HOU, TX
                             PR0PERTY SUMMARY REPORT

 TIMING & INFLATI0N
   Analysis Period:                    August 1, 1997 to July 31, 2007; 10 year
   Inflation Method:                   Fiscal
   General Inflation Rate:             3.50%

 PR0PERTY SIZE & 0CCUPANCY
   Property Size:                      1, 188,324 units
   Alternate Size:                     I Square Foot
   Number of unit types:               17
   Toal 0ccupied Area:                 1,326 individual units, 0.11%, during
                                       first month of analysis

 GENERAL VACANCY
   Method:                             Percent 0f All Rental Revenue
   Amount:                             7.00%

 PR0PERTY PURCHASE & RESALE
   Purchase Price:                     -
   Resale Method:                      Capitalize Net 0perating Income
   Cap Rate:                           10.25%
   Cap Year:                           Year 11
   C0mmission/Closing Cost:            5.00%
   Net Cash Flow from Sale:            $53,152,769

 PRESENT VALUE DISC0UNTING
   Discount Method:                    Annually (Endpoint on Cash Flow & Resale)
   Unleveraged Discount Rate:          11.25% t0 12.25%, 0.50% increments
   Unleveraged Present Value:          $42,749,564 at 12.25%
<PAGE>

                          Annual Cash Flow before Debt

                                [GRAPHIC OMITTED]
<PAGE>

                               Distribution of PV

                                [GRAPHIC OMITTED]
<PAGE>

Income Approach - Conclusion

A value of $45,270,000 is indicated for the subject property by the direct
capitalization method, $45,160,000 is indicated by the EGIM method, and
$45,250,000 is indicated via the discounted cash flow analysis. The strengths
and weaknesses of each technique were considered. The direct capitalization
method is considered to be the valuation methodology most often utilized by
investors in this market, and a value nearer to the value conclusion of the
direct capitalization method is appropriate. The Effective Gross Income
Multiplier technique and the Discounted Cash Flow both generally support the
value indicated by the Direct Capitalization. As such, the final estimate of
value for the subject property via the Income Approach was estimated to be
$45,250,000.


C97-604                    O'Connor and Associates                      Page 191
<PAGE>

                               Reconciliation and
                                  Final Value
                                   Conclusion
<PAGE>

RECONCILIATION AND FINAL VALUE ESTIMATE

The Appraisal of Real Estate, 11th Edition, copyright 1996, pages 601-603,
published by the Appraisal Institute, states,

      "Reconciliation is the analysis of alternative conclusions to arrive at a
      final estimate." ..."Reconciliation requires appraisal judgement and a
      careful, logical analysis of the procedures that lead to each value
      indication. Appropriateness, accuracy, and quantity of evidence are the
      criteria with which an appraiser forms a meaningful, defensible final
      value estimate. These criteria are used to analyze multiple value
      indications within each approach and to reconcile the indications produced
      by the different approaches into a final estimate of defined value."

Each of the three approaches to value generally recognized in the appraisal
profession (Cost, Sales Comparison, and Income Approaches) were given
consideration in the appraisal. Following is a brief discussion of each approach
and the value estimate yielded.

The Cost Approach

The Cost Approach was utilized to estimate the sum total value of the subject
property by providing an estimate of depreciated replacement costs of the
improvements, which is then added to the land value to yield a total value
estimate. Cost figures have been substantiated by local construction cost data
and by comparison of similar properties being constructed by local builders.
This approach has been applied by estimating the value of the entire land site
and the construction cost of the improvements less depreciation to yield a
composite value estimate. As previously indicated, an informed seller would be
very reluctant to sell at a price lower than his cost, including a reasonable
profit. The corollary to this is also true by the theory of substitution whereby
a buyer will not pay more for a building than it would cost to duplicate in
today's market. This approach is particularly useful in the valuation of
relatively new construction. The value estimate via the Cost Approach is:

                                          $43,980,000


C97-604                    O'Connor and Associates                      Page 192
<PAGE>

Sales Comparison Approach

In the sales comparison approach, market value is estimated by comparing the
subject property to similar properties that have been sold recently. This
approach reflects the desires and aspirations of buyers and sellers through the
market activity of comparable properties. A major premise of the sales
comparison approach is that the market value of a property is directly related
to the prices of comparable, competitive properties. The comparative analysis in
the sales comparison approach focuses on differences in the characteristics of
the sales, in relation to the subject, which can account for variation in
prices. Extreme care must be exercised in the selection of the comparable sales
as there tends to be an inverse relationship between the degree of adjustment
and degree of reliability that exists in the adjusted sale price. In other
words, the greater the adjustment the less the reliability. The importance of
this requirement is underscored because the Sales Comparison Approach is
predicated on the process of correlation and analysis between the cited examples
and the property being appraised. The indication of value from the Sales
Comparison Approach-Improved Property for the subject is:

                                          $45,350,000


C97-604                    O'Connor and Associates                      Page 193
<PAGE>

The Income Approach

Income-producing real estate is typically purchased as an investment, and from
the investor's point of view, earning power is the critical element affecting
property value. An investor who purchases income-producing real estate is
essentially trading present dollars for the right to receive future dollars. The
income approach to value consists of methods, techniques, and mathematical
procedures that an appraiser uses to analyze a property's capacity to generate
benefits (i.e. usually the monetary benefits of income and reversion) and
convert these benefits into an indication of present value.

As indicated previously, a fully informed investor is, to a great degree, guided
by the present worth of his position in the future potential benefits of the
income stream generated by an income-producing property. As such, our estimate
of market rent, used in calculating the potential gross income for the subject,
was based on a comparison of rents currently received on similarly improved
properties. Further, data concerning expenses normally incurred by owners was
obtained from conversations with owner/operators active in this market.
Utilizing this information we were able to arrive at an estimate of net
operating income for the property. Finally, the net income is capitalized to
arrive at a value estimate via the Direct Capitalization Method, Discounted Cash
Flow Method, and EGIM Method. The Direct Capitalization Method is considered to
be the valuation methodology most often utilized by investors in this market,
and a value nearer to the value conclusion of the Direct Capitalization Method
is appropriate. The Effective Gross Income Multiplier technique and the
Discounted Cash Flow both generally support the value indicated by the Direct
Capitalization. As such, the final estimate of value for the subject property
via the Income Approach was estimated to be $45,250,000.


C97-604                    O'Connor and Associates                      Page 194
<PAGE>

Final Conclusion Summary

As a result of our investigations, studies and analysis of the sale, cost,
income, and expense data, interpreted within the context of all the factors in
the market place which affect value, the three approaches indicated a range of
values for the subject from $43,980,000 to $45,350,000. The Income Approach
reflects the income potential of the subject. The Sales Comparison Approach
reflects the attitudes of buyers and sellers that are currently active in the
market. According to brokers/professionals active in the area, the Income and
Sales Comparison Approaches are typically relied on more heavily by investors in
this market. For multitenant apartment complexes (income-producing properties)
such as the subject, preference is generally given to the Income Approach. The
quality of the data gathered for analysis in the Income Approach was considered
good due to the availability of expense information from the subject and similar
properties, as well as an adequate number of comparable rentals. Income streams
are often capitalized by rates abstracted from comparable sales to arrive at an
estimate of value. Hence, the Sales Comparison Approach is closely tied to the
Income Approach. The quality of the data available for analysis in the Sales
Comparison Approach was also considered to be good as an adequate number of
recent arm's length sales of properties similar to the subject was available for
analysis. Due to the inherent difficulty in precisely calculating all forms of
depreciation, the Cost Approach is accorded the least weight of the three
approaches. Therefore, giving greater weight to the Income and Sales Comparison
Approaches, the "As Is" Market Value of the Fee Simple Estate of the subject
property, as of August 7, 1997, is concluded as follows:

                                      $45,300,000


C97-604                    O'Connor and Associates                      Page 195
<PAGE>

Exposure to the Market/Marketing Time

Assuming adequate exposure and normal marketing efforts, the estimated exposure
time (i.e. the length of time the subject property would have been exposed for
sale in the market had it sold at the market value concluded to in this analysis
as of the date of this valuation) would have been within about twelve months;
the estimated marketing time (i.e. the amount of time it would probably take to
sell the subject property if exposed in the market beginning on the date of this
valuation) is estimated to be within about twelve months. Based upon the general
market for good quality office properties in the Greater Houston area, a
marketing period equal to or less than one year for the subject property is
considered appropriate.


C97-604                    O'Connor and Associates                      Page 196
<PAGE>

                                    Addenda
<PAGE>

<TABLE>
<CAPTION>
===================================================================================================
                                    ESTIMATE OF INSURABLE VALUE
===================================================================================================
<S>                                 <C>           <C>          <C>                      <C>
I. DIRECT COSTS

Apartment Area (SF):                1,196,250

  Base Cost PSF:                                               $48.00

  Multipliers (Sec. 99):

    Area:                                         85.00%

    Current Cost:                                 103.00%

    Times Local:                                  93.00%
                                                  ------

  Total Factor:                                   81.42%

  Adj. Base Cost PSF:                                          $39.08

TOTAL BASE BUILDING COST:                                                               $46,749,450

  Plus Segregated Cost:

  Built Ins                         Number        Unit Cost    Total Cost
                                    ------        ---------    ----------

    Oven/Range                       1,326        $300         $397,800

    Refrigerator                     1,326        $325         $430,950

    Disposal                         1,326        $75          $99,450

    Dishwashers                      1,326        $200         $265,200

  Total Built Ins                                                                        $1,193,400

  Swimming Pools                                                                           $300,000

  Fences, Gates                                                                            $500,000

  Parking/Drives/Walkways
   (500,000 SF -
   asphalt and concrete)                                                                 $1,037,000

  Landscaping                                                                              $750,000

  Carports                                                                               $1,140,000
                                                                                         ----------

  Total Direct Cost                                                                     $51,669,850

II. Exclusions

  Foundation:                       598,125       $1.50                                  ($897,188)

  Site Work:                                                                           ($1,033,397)

  Below Ground Piping
   & Mechanicals                                                                         ($258,349)

  Swimming Pools:                                                                        ($300,000)

  Fences, Gates:                                                                         ($500,000)

  Parking/Drives/etc.:                                                                 ($1,037,000)

  Total Exclusions:                                                                    ($4,025,934)
                                                                                       ------------

  INSURABLE VALUE:                                                                      $47,643,916

  ROUNDED:                                                                              $47,640,000
===================================================================================================
</TABLE>


C97-604                    O'Connor and Associates                      Page 197
<PAGE>

                                ENGAGEMENT LETTER
<PAGE>

July 9, 1997                         VIA FAX & U.S. MAIL

Mr. Pat O'Connor, MAI
O'Connor & Associates
2000 N. Loop West, Suite 110
Houston, TX 77018

RE:   Nob Hill Apartments

Dear Mr. O'Connor:

This letter and the attached Rider (the "Rider") which is incorporated herein
confirm our agreement that your firm will provide L.J. Melody & Company ("L.J.
Melody") with an Appraisal Report that meets the requirements of the Uniform
Standards of Professional Appraisal Practice as adopted by the Appraisal
Institute (the "Report") on the commercial real estate (the "Property")
identified below:

                                    Nob Hill Apartments
                                    5410 N. Braeswood
                                    Houston, TX 77096

The Report will cover the matters set forth in the attached Instructions, in
accordance with the terms of those instructions. You expect to deliver the full
narrative Report to us on or before August 11, 1997 (the "Delivery Date"), but
in any event you will deliver the Report before August 12, 1997.

For your services, we agree to pay a fee of $4,000 within 14 days of the receipt
of the final Report. Should the Report not be received in our office by the
Delivery Date, said fee shall be reduced by $100 for each business day beyond
the Delivery Date until the Report is received. You will act as an independent
contractor, and not as an employee or agent of the undersigned.

It is further agreed that the completion of this Report and the inspection of
the subject property and the comparables may not be subcontracted. It is
understood that all persons providing significant professional assistance in the
preparation of this Report will be identified and their qualifications presented
in the Report. The person or persons who have physically inspected the subject
Property and the comparables must sign the final Report. An appraiser with an
MAI designation must sign the Report and indicate if he or she has personally
inspected die subject Property.

Within the standards required by USPAP, L.J. Melody is particularly interested
in seeing a high level of attention focused on the following:

o     Actual contractual rents per the lease at comparable properties vs asking
      rents
o     The cost approach to value where the circumstances of the property suggest
      it
o     The inclusion of an insurable value replacement cost grid in every case
<PAGE>

Mr. Pat O'Connor, MAI
Page Two
July 9, 1997

o     The inclusion of a land value in every case
o     Lease provisions that effect value
o     Anchor tenants and leases
o     Market trends that may impact the subject's net cash flows in the future
o     Historical sales and economic trends which may affect the property's
      tenants
o     Market vacancy rates and projected down time for in-line and anchor
      tenants

The Report should be addressed to L.J. Melody & Company, such other persons as
may be designated by L.J. Melody & Company, and their respective successors and
assigns. The Report should include a statement that (i) the Report may be relied
upon by L.J. Melody & Company in determining whether to make a loan evidenced by
a note (the "Property Note") secured by the Property, (ii) the Report may be
relied upon by any purchaser in determining whether to purchase the Property
Note from the undersigned and by any rating agency rating securities issued by
or representing an interest in the Mortgage Note, (iii) the Report may be
referred to in and included with materials offering for sale the Property Note
or an interest in the Property Note, (iv) persons who acquire the Property Note
or an interest in the Property Note may rely on the Report, and (v) the Report
speaks only as of its date in the absence of a specific written update of the
Report signed and delivered by you. The Report shall remain the sole property of
L.J. Melody & Company and shall not be assigned. without written permission, to
any other entity.

Please forward 3 original "hard" copies of the Report and a copy on a 3 1/2"
computer disk together with an unbound set of the photographs of the properties
which are contained in the report by the date stated above to my attention at
the following address:

                              L.J. Melody & Company
                        4675 MacArthur Court, Suite 1425
                             Newport Beach, CA 92660

    Also, please forward one original copy of the report to Merrill Lynch.
<PAGE>

Mr. Pat O'Connor, MAI
Page Three
July 9, 1997

Your signature below and on the attached Rider reflect your agreement with the
terms and conditions of this engagement. Please sign and return this Engagement
Letter and Rider to the address below and keep a copy for your files:

                              L.J. Melody & Company
                        4675 MacArthur Court, Suite 1425
                       Newport Beach, CA 92660 Sincerely,

Sincerely,


/s/ Ernie Iriarte

Ernie Iriarte
Vice President

Accepted and Agreed:


By: /s/ [Illegible]
    ------------------------

Title: President
    ------------------------

Date: 7/10/97
    ------------------------

Attachment: Rider to Engagement Letter
<PAGE>

                           RIDER TO ENGAGEMENT LETTER

      Rider to Engagement Letter, dated as of July 9, 1997, by and between L.J.
Melody & Company and O'Connor & Associates, (the "Consultant") (collectively,
the "Engagement Letter").

      NOW, THEREFORE, in consideration of the covenants and agreements set forth
in the Engagement Letter and set forth herein, the parties hereto agree as
follows:

      1. Termination for Cause. This Engagement Letter may be terminated by L.J.
Melody for cause at any time upon 10 days advance notice from L.J. Melody to the
Consultant. Upon any such termination, the Consultant shall be entitled to all
arrearages of amounts to be paid pursuant to this Engagement Letter, but shall
not be entitled to any further compensation.

      2. Covenant Not to Disclose. The Consultant covenants and agrees that it
will not, to the detriment of L.J. Melody, at any time during or after the
termination of its association with L.J. Melody, whether under this Engagement
Letter or otherwise, reveal, divulge or make known to any person (other than
L.J. Melody or its affiliates) or use for its own account any confidential or
proprietary records, data, trade secrets or any other confidential or
proprietary information whatever (the "Confidential Information") previously
used by L.J. Melody to date or during the engagement and made known (whether or
not with the knowledge and permission of L.J. Melody, and whether or not
developed, devised or otherwise created in whole or in part by the efforts of
the Consultant) to the Consultant by reason of its association with L.J. Melody.
The Consultant further covenants and agrees that it shall retain all such
knowledge and information which it shall acquire or develop respecting such
Confidential Information in trust for the sole benefit of L.J. Melody and its
successors and assigns.

      3. Business Materials, Covenant to Report. All written materials, records
and documents made by the Consultant or coming into its possession concerning
the business or affairs of L.J. Melody shall be the sole property of L.J. Melody
and, upon the termination of its association with L.J. Melody or upon the
request of L.J. Melody at any time, the Consultant shall promptly deliver the
same to L.J. Melody and shall retain no copies thereof. The Consultant agrees to
render to L.J. Melody such reports of the activities undertaken by the
Consultant or conducted under the Consultant's direction pursuant hereto during
the Consulting Period as L.J. Melody may request.

      4. Specific Performance. Without intending to limit the remedies available
to L.J. Melody, the Consultant further agrees that damages at law will be an
insufficient remedy to L.J. Melody in the event that the Consultant violates the
terms of Sections 2. or 3. of this Rider, and that L.J. Melody may apply for and
obtain injunctive relief in any court of competent jurisdiction to restrain the
breach or threatened breach of, or otherwise to specifically enforce, any of the
covenants of such Sections. The parties hereto understand that each of the
covenants of the Consultant contained in Section 2. And 3. of this Rider is an
essential element of the Engagement Letter.

      5. Entire Agreement. This Engagement Letter contains the entire agreement
between the parties hereto and supersedes all prior agreements and
understandings, oral or written, between the parties hereto with respect to the
subject matter hereof.

      6. Amendments and Waivers. This Engagement Letter may not be modified or
amended except by an instrument or instruments in writing signed by the party
against whom enforcement of any such modification or amendment is sought. Either
party hereto may, by an instrument in writing, waive
<PAGE>

compliance by the other party with any term or provision of this Engagement
Letter on the part of such other party hereto to be performed or complied with.
The waiver by any party hereto of a breach of any term or provision of this
Engagement Letter shall not be construed as waiver of any subsequent breach.

      7. Section Headings. The section headings contained in this Engagement
Letter are for reference purposes only and shall not be deemed to be part of
this Engagement Letter or to control or affect the meaning or construction of
any provision of this Engagement Letter.

      8. Severability. If any term or provision of this Engagement Letter is
held or deemed to be invalid or unenforceable, in whole or in part, by a court
of competent jurisdiction, this Engagement Letter shall be ineffective to the
extent of such invalidity or unenforceability without rendering invalid or
unenforceable the remaining terms and provisions of this Engagement Letter.

      9. Governing Law. This Engagement Letter shall be governed by and
construed in accordance with the laws of California.

      IN WITNESS WHEREOF, the parties hereto have duly executed this Rider to
Engagement Letter as of the date first above written.

                                                      L.J. Melody & Company


                                                   By: /s/ [Illegible]
                                                       --------------------

                                                   Title: Vice President
                                                         ------------------

                                                       CONSULTANT:


                                                   By: /s/ [Illegible]
                                                       --------------------

                                                   Title: President
                                                         ------------------
<PAGE>

                                          DCF ASSUMPTIONS
<PAGE>

File            : Dcf
Property Type   : Apartment
Portfolio       : ML                                                 Page:  1

                                    NOB HILL
                                5410 N. BRAESWOOD
                                     HOU, TX

                                Input Assumptions

PROPERTY DESCRIPTION                             PROPERTY TIMING
Name:                 NOB HILL                     Analysis Start Date:   8/97
Address:              5410 N. BRAESWOOD            First Year Ends:       7/98
City:                 HOU                          Years of Analysis:     10
State:                TX
Zip:
Portfolio:            ML
Property Type:        Apartment


AREA MEASURES

       Label                    Area
- -------------------------------------------------------
   Property Size                 1,188,324 Units
   Alt. Prop. Size                       1 SqFt


GENERAL INFLATION
  Inflation Method:           Fiscal
  Inflation Rate:             3.5


MISCELLANEOUS REVENUES

<TABLE>
<CAPTION>
   Name                            Acct Code             Amount   Units        Area         Frequency          % Fixed
   ------------------------        ---------             ------   -----        ----         ---------          -------
   <S>                             <C>                  <C>       <C>          <C>          <C>                  <C>
   OTHER INCOME                                         175,032   $Amount                   /Year                100


APARTMENT OPERATING EXPENSES
<CAPTION>
   Name                            Acct Code             Amount  Units         Area         Frequency          % Fixed
   ------------------------        ---------             ------  -----         ----         ---------          -------
   TAXES                                                878,629   $Amount                   /Year                100
   INSURANCE                                            297,081   $Amount                   /Year                100
   UTILITIES                                          1,782,486   $Amount                   /Year                100
   MANAGEMENT                                                 4   %ofEGR
   MAINTENANCE                                          760,527   $Amount                   /Year                100
   PAYROLL                                            1,128,908   $Amount                   /Year                100
   ADMINISTRATIVE                                       332,731   $Amount                   /Year                100
   RESERVES                                             265,200   $Amount                   /Year                100
</TABLE>

GENERAL VACANCY
  Option:                     Percent of All Rental Revenue
  Percent Based on Revenue Minus Absorption and Turnover Vacancy: No
  Reduce General Vacancy Result by Absorption & Turnover Vacancy: Yes
  Rate:                       7


Apartment Rent Schedule

<TABLE>
<CAPTION>
       Unit Type            Unit       Total          Current     Current   Current        Market       Maximum     Mos to
   No. Description          Size       Units            Rent      Term       Occup.        Leasing      Occup.      Absorb
   --- -----------          ----       -----            ----      ----       ------        -------      ------      ------
   <S>                       <C>         <C>           <C>            <C>     <C>        <C>            <C>         <C>
    1  l/l                     670       320             565          6                  M670
    2  1/1                     756        84             595          6                  M756
    3  1/1                     798        37             610          6                  M798
    4  2/1                     850       183             620          6                  M850
    5  2/1                     900       100             645          6                  M900
    6  2/1                     930       120             670          6                  M930
    7  2/1                     936        20             660          6                  M936
    8  2/1.3                   942        60             665          6                  M942
    9  2/2                   1,050       110             760          6                  MiOSO
   10  2/2                   1,054        66             705          6                  M1054
   11  2/2                   1,066        92             750          6                  M1066
   12  2/2                   1,120        22             815          6                  M1120
   13  2/2                   1,210        28             875          6                  M1210
   14  2/2                   1,240        74             895          6                  M1240
   15  3/2                   1,282         4           1,025          6                  M1282
   16  3/2                   1,440         2           1,215          6                  M1440
   17  3/3                   1,770         4           1,365          6                  M1770
</TABLE>


                            (continued on next page)
<PAGE>

File            : Dcf
Property Type   :Apartment
Portfolio       : ML                                                   Page:  2

                                    NOB HILL
                                5410 N. BRAESWOOD
                                     HOU, TX

                                Input Assumptions
                         (continued from previous page)

<TABLE>
<CAPTION>
MARKET LEASING ASSUMPTIONS

   Leasing Assumptions Category: M670
                                       New Market         Renewal Mkt              Term 2               Term 3               Term 4
    <S>                                    <C>                     <C>             <C>                  <C>                  <C>
    Renewal Probability                                            75
    Market Rent                            565.00
    Months Vacant                               0                   0
    Preparation Costs                        0.00
    Leasing Costs                               0
    Rent Abatements                             0
   NON-WEIGHTED ITEMS
    Term Lengths                                6


   Leasing Assumptions Category: M756
                                       New Market         Renewal Mkt              Term 2               Term 3               Term 4
    Renewal Probability                                            75
    Market Rent                            595.00
    Months Vacant                               0                   0
    Preparation Costs                        0.00
    Leasing Costs                               0
    Rent Abatements                             0
   NON-WEIGHTED ITEMS
    Term Lengths                                6


   Leasing Assumptions Category: M850
                                       New Market         Renewal Mkt              Term 2               Term 3               Term 4
    Renewal Probability                                           75
    Market Rent                           620.00
    Months Vacant                              0                   0
    Preparation Costs                       0.00
    Leasing Costs                              0
    Rent Abatements                            0
   NON-WEIGHTED ITEMS
    Term Lengths                              12


   Leasing Assumptions Category: M798
                                       New Market         Renewal Mkt              Term 2               Term 3               Term 4
    Renewal Probability                                           75
    Market Rent                           610.00
    Months Vacant                              0                   0
    Preparation Costs                       0.00
    Leasing Costs                              0
    Rent Abatements                            0
   NON-WEIGHTED ITEMS
    Term Lengths                              12


   Leasing Assumptions Category: M900
                                       New Market         Renewal Mkt              Term 2               Term 3               Term 4
    Renewal Probability                                            75
    Market Rent                            645.00
    Months Vacant                               0                   0
    Preparation Costs                        0.00
    Leasing Costs                               0
    Rent Abatements                             0
   NON-WEIGHTED ITEMS
    Term Lengths                               12
</TABLE>

                            (continued on next page)
<PAGE>

File            : Dcf
Property Type   : Apartment
Portfolio       ML                                                     Page :3

                                    NOB HILL
                                5410 N. BRAESWOOD
                                     HOU, TX

                                Input Assumptions
                         (continued from previous page)

<TABLE>
<CAPTION>
  Leasing Assumptions Category: M930
                                       New Market         Renewal Mkt              Term 2               Term 3               Term 4
    <S>                                 <C>                      <C>               <C>                  <C>                  <C>
    Renewal Probability                                          75
    Market Rent                         670.00
    Months Vacant                            0                    0
    Preparation Costs                     0.00
    Leasing Costs                            0
    Rent Abatements                          0
  NON-WEIGHTED ITEMS
    Term Lengths                            12


   Leasing Assumptions Category: M936
                                       New Market         Renewal Mkt              Term 2               Term 3               Term 4
     Renewal Probability                                          75
     Market Rent                        660.00
     Months Vacant                           0                     0
     Preparation Costs                    0.00
     Leasing Costs                           0
     Rent Abatements                         0
   NON-WEIGHTED ITEMS
     Term Lengths                           12

   Leasing Assumptions Category: M942
                                       New Market         Renewal Mkt              Term 2               Term 3               Term 4
    Renewal Probability                                           75
    Market Rent                          665.00
    Months Vacant                             0                    0
    Preparation Costs                      0.00
    Leasing Costs                             0
    Rent Abatements                           0
   NON-WEIGHTED ITEMS
    Term Lengths                              6


   Leasing Assumptions Category: Ml054
                                       New Market         Renewal Mkt              Term 2               Term 3               Term 4
    Renewal Probability                                           75
    Market Rent                           705.00
    Months Vacant                              0                   0
    Preparation Costs                       0.00
    Leasing Costs                              0
    Rent Abatements                            0
   NON-WEIGHTED ITEMS
    TermLengths                               12


   Leasing Assumptions Category: Ml050
                                       New Market         Renewal Mkt               Term 2              Term 3              Term 4
    Renewal Probability                                           75
    Market Rent                           760.00
    Months Vacant                              0                   0
    Preparation Costs                       0.00
    Leasing Costs                              0
    Rent Abatements                            0
   NON-WEIGHTED ITEMS
    Term Lengths                              12


   Leasing Assumptions Category: Ml120
                                       New Market         Renewal Mkt               Term 2              Term 3               Term 4
     Renewal Probability                                          75
     MarketRent                           815.00
     Months Vacant                             0                   0
     Preparation Costs                      0.00
     Leasing Costs                             0
     Rent Abatements                           0
   NON-WEIGHTED ITEMS
     Term Lengths                             12
</TABLE>

                            (continued on next page)
<PAGE>

File            : Dcf
Property Type   : Apartment
Portfolio       : ML                                                  Page   4

                                    NOB HILL
                                5410 N. BRAESWOOD
                                     HOU, TX

                                Input Assumptions
                         (continued from previous page)

<TABLE>
<CAPTION>
   Leasing Assumptions Category: Ml240
                                       New Market         Renewal Mkt              Term2                Term 3               Term 4
    <S>                                 <C>                        <C>             <C>                  <C>                  <C>
     Renewal Probability                                           75
     Market Rent                           895.00
     Months Vacant                              0                   0
     Preparation Costs                       0.00
     Leasing Costs                              0
     Rent Abatements                            0
   NON-WEIGHTED ITEMS
     Term Lengths                              12


   Leasing Assumptions Category: M1210
                                       New Market         Renewal Mkt               Term 2              Term 3              Term 4
    Renewal Probability                                            75
    Market Rent                            875.00
    Months Vacant                               0                   0
    Preparation Costs                        0.00
    Leasing Costs                               0
    Rent Abatements                             0
   NON-WEIGHTED ITEMS
    TermLengths                                12


   Leasing Assumptions Category: Ml282
                                       New Market         Renewal Mkt              Term2                Term3                Term4
    Renewal Probability                                            75
    Market Rent                          1,025.00
    Months Vacant                               0                   0
    Preparation Costs                        0.00
    Leasing Costs                               0
    Rent Abatements                             0
   NON-WEIGHTED ITEMS
    Term Lengths                               12


   Leasing Assumptions Category: Ml440
                                       New Market         Renewal Mkt               Term 2              Term 3              Term 4
    Renewal Probability                                           75
    Market Rent                         1,215.00
    Months Vacant                              0                   0
    Preparation Costs                       0.00
    Leasing Costs                              0
    Rent Abatements                            0
   NON-WEIGHTED ITEMS
    Term Lengths                              12


   Leasing Assumptions Category: Ml770
                                       New Market         Renewal Mkt               Term 2              Term 3              Term 4
    Renewal Probability                                            75
    Market Rent                          1,365.00
    Months Vacant                               0                   0
    Preparation Costs                        0.00
    Leasing Costs                               0
    Rent Abatements                             0
   NON-WEIGHTED ITEMS
    Term Lengths                               12


   Leasing Assumptions Category: S885
                                       New Market         Renewal Mkt               Term 2              Term 3               Term 4
    Renewal Probability                                            75
    Market Rent                            575.00
    Months Vacant                               0                   0
    Preparation Costs                        0.00
    Leasing Costs                               0
    Rent Abatements                             0
   NON-WEIGHTED ITEMS
    Term Lengths                               12
</TABLE>

                            (continued on next page)
<PAGE>

File            : Dcf
Property Type   : Apartment
Portfolio       : ML                                                  Page    5

                                    NOB HILL
                                5410 N. BRAESWOOD
                                     HOU, TX

                                Input Assumptions
                         (continued from previous page)

<TABLE>
<CAPTION>
   Leasing Assumptions Category: S890
                                       New Market         Renewal Mkt              Term2                Term3                Term4
   <S>                                     <C>                   <C>               <C>                  <C>                  <C>
    Renewal Probability                                          75
    Market Rent                            625.00
    Months Vacant                               0                 0
    Preparation Costs                        0.00
    Leasing Costs                               0
    Rent Abatements                             0
   NON-WEIGHTED ITEMS
    TermLengths                                12


   Leasing Assumptions Category: S1000
                                      New Market          Renewal Mkt              Term 2               Term 3               Term 4
    Renewal Probability                                          75
    Market Rent                           700.00
    Months Vacant                              0                  0
    Preparation Costs                       0.00
    Leasing Costs                              0
    Rent Abatements                            0
   NON-WEIGHTED ITEMS
    Term Lengths                              12


   Leasing Assumptions Category: S1008
                                       New Market         Renewal Mkt              Term 2               Term 3               Term 4
    Renewal Probability                                           75
    Market Rent                           680.00
    Months Vacant                              0                   0
    Preparation Costs                       0.00
    Leasing Costs                              0
    Rent Abatements                            0
   NON-WEIGHTED ITEMS
    Term Lengths                              12


   Leasing Assumptions Category: S1108
                                       New Market         Renewal Mkt               Term 2              Term 3               Term 4
    Renewal Probability                                           75
    Market Rent                           775.00
    Months Vacant                              0                   0
    Preparation Costs                       0.00
    Leasing Costs                              0
    Rent Abatements                            0
   NON-WEIGHTED ITEMS
    Term Lengths                              12


   Leasing Assumptions Category: S1168
                                       New Market         Renewal Mkt               Term 2              Term 3               Term 4
    Renewal Probability                                           75
    Market Rent                            775.00
    Months Vacant                               0                  0
    Preparation Costs                        0.00
    Leasing Costs                               0
    Rent Abatements                             0
   NON-WEIGHTED ITEMS
    Term Lengths                               12


   Leasing Assumptions Category: Ml066
                                       New Market         Renewal Mkt               Term 2              Term 3               Term 4
    Renewal Probability                                           75
    Market Rent                           750.00
    Months Vacant                              0                   0
    Preparation Costs                       0.00
     Leasing Costs                             0
     Rent Abatements                           0
   NON-WEIGHTED ITEMS
    Term Lengths                              12
</TABLE>

                            (continued on next page)
<PAGE>

File            : Dcf
Property Type   : Apartment
Portfolio       : ML                                                   Page   6

                                    NOB HILL
                                5410 N. BRAESWOOD
                                     HOU, TX

                                Input Assumptions
                         (continued from previous page)

PROPERTY RESALE
  Initial Purchase Price:     0
  Option:                     Capitalize Net Operating Income
  Cap Rate:                   10.25
  Resale Commission (%):      5
   Apply Rate to following year income: Yes
   Calculate Resale for All Years: Yes

                               PRESENT VALUE DISCOUNTING
                                 Unleveraged Discount Range
                                    Low Discount Rate:            11.25
                                    High Discount Rate:           12.25
                                    Increment:                      0.5
                                 Discount Method: Annually (Endpoint on Cash
                                                  Flow & Resale)
<PAGE>

                                   RENT ROLL
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 1
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          NOB HILL NORTH                                               SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               13:17:54
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  001  01  A    COOPER FOR ANDREWS    C  670  565.00  540.00  01    05/03/96  12M  05/31/97          100.00   40.00   06/97
             1B1B                                                                                        0.00           40.00

01  002  01  A    LIONG, ELAINE         C  670  565.00  565.00  01    02/21/96  12M  02/28/97          110.00    0.00   04/97
             1B1B                                                                                        0.00           20.00

01  003  01  B-L  SUUIUN SHARON         C  756  585.00  560.00  01    10/21/94  M-M  10/31/95          300.00    0.00   11/96
             1B1B                                                                                        0.00            0.00

01  004  01  B-L  DARNEILLE, KATHY      C  756  5B5.00  560.00  01    01/13/96  12M  01/31/98          150.00    0.00
             1B1B                                                                                        0.00            0.00

01  005  01  B    BANDEMIER CYNTHIA     C  756  605.00  595.00  01    05/22/96  06M  11/30/97          100.00    0.00   06/97
             1B1B                                                                                        0.00           10.00

01  006  01  B    HUME, MARY J.         C  756  605.00  555.00  01    09/03/94  12M  02/28/98          300.00    0.00   03/97
             1B1B                                                                                        0.00           25.00

01  007  01  G-P  ***MCBRIDE, SUE       C 1210  895.00  895.00  01    07/20/96  M-M  08/31/96            0.00    0.00
             2B2B                                                                                        0.00            0.00

01  008  01  G-U  RANKEY, EUGENE/KELLY  C 1210  870.00  795.00  01    07/22/96  12M  07/31/97          300.00    0.00
             2B2B                                                                                        0.00            0.00

01  009  01  G-P  MUELLER KEN & MIRIAM  C 1210  895.00  875.00  01    03/30/95  12M  03/31/98          210.00    0.00   04/97
             2B2B                                                                                        0.00           15.00

01  010  01  G-U  HILL / JOHNSON        C 1210  870.00  835.00  01    10/24/94  12M  02/28/97          210.00    0.00   03/97
             2B2B                                                                                        0.00           10.00

01  011  01  A    CAVASOS ELIZABETH     C  670  565.00  550.00  01    04/30/96  12M  04/30/98          110.00    0.00   05/97
             1B1B                                                                                        0.00           25.00

01  012  01  A    VELASCO, MORAIMA      C  670  565.00  535.00  01    07/27/96  06M  07/31/97          100.00    0.00
             1B1B                                                                                        0.00            0.00

01  013  01  G-P  BERGER IRENE S.       C 1210  895.00  860.00  01    08/09/94  12M  10/31/97          110.00    0.00   11/96
             2B2B                                                                                        0.00            0.00

01  014  01  G-U  HOLMES, DOROTHY ANN   C 1210  870.00  795.00  01    11/01/93  12M  09/30/97          410.00    0.00   11/95
             2B2B                                                                                        0.00            0.00

01  015  01  G-P  GALLEY/JONES          C 1210  895.00  860.00  01    08/01/96  12M  07/31/97          100.00    0.00
             2B2B                                                                                        0.00            0.00

01  016  01  G-U  KOSINA, KIM/CHAD      C 1210  870.00  870.00  01    06/20/97  12M  06/30/98          120.00    0.00
             2B2B                                                                                        0.00            0.00

01  017  01  A    CHAMBERS, MARK L.     0  670  565.00  525.00  01    06/13/87  M-M  06/30/96 05/14/97  70.00  262.50   07/96
             1B1B                                                                             06/15/97 200.00           15.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 2
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          NOB HILL NORTH                                               SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               13:18:32
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  017      A    VACANT                   670  565.00
             1B1B
01  018  01  A    DALY SEAN             C  670  565.00  525.00  01   06/30/95   M-M  06/30/96          100.00     0.00   07/96
             1B1B                                                                                        0.00             5.00

01  019  01  G P  URQUHART, THOMAS      C 1210  895.00  875.00  01   06/01/94   012  05/31/95          210.00     0.00   04/97
             2B2B                                                                                        0.00            15.00

01  020  01  G-U  OTTO, DOROTHY         C 1210  870.00  850.00  01   07/15/90   12M  02/28/97          210.00     0.00   04/97
             2B2B                                                                                        0.00            15.00

01  021  01  G-P  KUGLER, W. J./MARY    C 1210  895.00  860.00  01   09/04/96   12M   09/30/97          110.00    0.00
             2B2B                                                                                         0.00           0.00

01  022  01  G-U  JONES, LAMONT/FERN    C  121  870.00  820.00  01   07/01/96   M-M  06/30/97           300.00    0.00   07/97
             2B2B                                                                                         0.00           25.00

01  023  01  B    BECHDOL, SHILA        C  756  605.00  595.00  01   04/01/97   06M  09/30/97           310.00    0.00
             1B1B                                                                                         0.00            0.00

01  024  01  B    FROHLICH, JANET       C  756  605.00  575.00  01   5/14/93    12M  04/30/98           300.00    0.00   11/96
             1B1B                                                                                         0.00            0.00

01  025  01  B-L  MCDANIEL, ANDREW G.   C  756  585.00  560.00  01  10/30/95    12M  10/31/97           100.00    0.00   11/96
             1B1B                                                                                         0.00            0.00

01  026  01  B-L  TERRY, SUZANNE        C  756  585.00  575.00  01   11/30/88   12M  03/31/98           200.00    0.00   04/97
             1B1B                                                                                         0.00           25.00

01  027  01  A    SCHERKENBACH, JOHN L  C  670  565.00  565.00  01   02/10/97   06M  08/31/97           100.00    0.00
             1B1B                                                                                         0.00            0.00

01  028  01  A    GRAVEL, DIANE         C  670  565.00  565.00  01   05/31/86   M-M  02/31/95           275.00    0.00   04/97
             1B1B                                                                                         0.00           20.00

01  029  01  E    ROTSTEIN, ANNA        C  942  695.00  655.00  01   03/11/78   12M  02/28/97             0.00    0.00   03/97
             2B1B                                                                                         0.00           25.00

01  030  01  E    HALE, ELTON           C  942  695.00  660.00  01   07/15/78   M-M  01/31/79           110.00    0.00   11/96
             2B1B                                                                                         0.00            0.00

01  031  01  E    DAVIS, CECIL          C  942  695.00  660.00  01   03/06/92   12M  02/28/98            10.00    0.00   03/97
             2B1B                                                                                         0.00           20.00

01  032  01  E    CHOUDHURY, ANIRUDDHA  C  942  695.00  660.00  01   08/30/96   12M  08/31/97           110.00    0.00
             2B1B                                                                                         0.00            0.00

01  033  01  A-L  RATHGERBER, JUDY      C  670  540.00  520.00  01   06/01/95   06M  11/30/95           160.00   20.00-  03/97
             1B1B                                                                                         0.00           20.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 3
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          NOB HILL NORTH                                               SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               13:19:1
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  034  01  A-L  GRAYSON, JOANN        C  670  540.00  525.00  01   02/05/93   M-M 09/31/93            270.00    0.00   05/97
             1B1B                                                                                         0.00            5.00

01  035  02  C-L  GARDNER, NIKKI        C  850  620.00  590.00  01   05/10/97   12M 05/30/98            100.00    0.00
             2B1B                                                                                         0.00            0.00

01  036  01  C-L  DEREVYANSKI (RYSIN)   C  850  620.00  570.00  01   06/15/96   12M 07/31/97             100.00   0.00
             2B1B                                                                                          0.00           0.00

01  037  01  C    AHMAD ANWAR           C  850  645.00  620.00  01   06/29/95   09M 05/31/97             110.00   0.00   06/97
             2B1B                                                                                          0.00          25.00

01  038  01  C    KONIECZNY/COLCA       C  850  645.00  595.00  01   02/22/97   06M 08/31/97             100.00   0.00
             2B1B                                                                                          0.00           0.00

01  039  01  A    SKOBEL HELEN          C  670  565.00  565.00  01   03/27/96   06M 09/30/96             110.00   0.00   04/97
             1B1B                                                                                          0.00          20.00

01  040  01  A    HARP, STEPHEN R.      C  670  565.00  535.00  01   05/01/94   M-M 08/31/96             150.00   0.00   09/96
             1B1B                                                                                          0.00           0.00

01  041  01  A    VARTERSSIAN, V        C  670  565.00   95.00  01   08/20/95   12M 02/28/98              60.00   0.00   03/97
             1B1B                                                                                          0.00          25.00

01  042  01  A    HAWKINS, JANE         C  670  565.00  565.00  01   12/15/95   12M 12/31/96             510.00   0.00   04/97
             1B1B                                                                                          0.00          20.00

01  043  01  C    DORAN, BRETT/SHAWNA   C  850  645.00  620.00  01   08/19/96   09M 05/31/98             400.00   0.00   06/97
             2B1B                                                                                          0.00          25.00

01  044  01  C    ZHENG, JI/CHU-FENG    C  850  645.00  595.00  01   03/28/96   06M 09/30/97             110.00   0.00
             2B1B                                                                                          0.00           0.00

01  045  01  C-L   MOORING, ANNIE/CHARL C  850  620.00  610.00  01   02/03/96   M-M 02/28/97             100.00   0.00   07/97
             2B1B                                                                                          0.00           5.00

01  046  01  C-L   ANDRADE, MELANIE     C  850  620.00  570.00  01   01/26/97   06M 07/31/97             400.00   0.00
             2B1B                                                                                          0.00           0.00

01  047  01  A-L   DECANDITIS, GERARD   C  670  540.00  525.00  01   02/15/97   06M 08/31/97             150.00   0.00
             1B1B                                                                                          0.00           0.00

01  048  01  A-L   BARRON, ANNA MARIE   C  670  540.00  500.00  01   07/28/88   12M 08/31/97             120.00   0.00   09/95
             1B1B                                                                                          0.00           0.00

01  049  01  E     THOMAS/HENSON        0  942  695.00  660.00  01   11/21/96   06M 05/31/97 04/15/97    100.00   0.00
             2B1B                                                                            05/31/97      0.00           0.00

01  049  02  E    COOLEY / WOOD         N  942  695.00  695.00  01   07/01/99                              0.00   0.00
             2B1B                                                                                          0.00           0.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 4
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          NOB HILL NORTH                                               SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               13:19:50
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  049      E    VACANT                C 942  695.00
             2B1B

01  050  01  E    BLYTH, TINA           C 942  695.00  640.00   01   08/10/96   12M  08/31/97          210.00      0.00
             2B1B                                                                                        0.00              0.00

01  051  01  E    ASELIN, CLAIRE        C 942  695.00  665.00   01   05/24/91   012  05/31/98          210.00      0.00   06/97
             2B1B                                                                                        0.00             25.00

01  052  01  E    LEWIS JO DEYCE        C 942  695.00  635.00   01   04/01/95   12M  03/31/98           90.00      0.00   04/97
             2B1B                                                                                        0.00             25.00

01  053  02  A-L  SANDERS, LEROY        C 670  540.00  525.00   01   06/07/97   12M  06/30/98          110.00      0.00
             1B1B                                                                                        0.00              0.00

01  054  01  A-L  SERICE, JANET         C 670  540.00  495.00   01   09/14/96   12M  09/30/97          110.00      0.00
             1B1B                                                                                        0.00              0.00

01  055  02  A-L  HARWOOD, WENDY        C 670  540.00  525.00   01   04/12/97   09M  01/31/98          410.00      0.00
             1B1B                                                                                        0.00              0.00

01  056  01  A-L  SIMON, SARA           C 670  540.00  540.00   01   06/07/97   12M  06/30/98          100.00    108.00-
             1B1B                                                                                        0.00              0.00

01  057  01  A    NEWELL, VERA H.       C 670  565.00  525.00   01   0/12/92    12M  07/31/97          110.00      0.00   08/96
             1B1B                                                                                        0.00              0.00

01  058  01  A    GOODMAN, JOHN         C 670  565.00  545.00   01  06/26/91    012  02/28/97          150.00      0.00   03/97
             1B1B                                                                                        0.00             25.00

01  059  01  A    YORK, JEAN            C 670  565.00  565.00   01  09/15/95    06M  02/28/97          110.00      0.00   04/97
             1B1B                                                                                        0.00             20.00

01  060  01  A    AZAD ABUL SABERA      C 670  565.00  545.00   01  06/03/95    12M  05/30/98          110.00      0.00   06/97
             1B1B                                                                                        0.00             25.00

01  061  01  A    WISEMAN, TERRY/LENA   C 670  565.00  545.00   01 09/01/95     12M  08/31/97          100.00      0.00
             1B1B                                                                                        0.00              0.00

01  062  01  A    WERDENE, CARMEN       C 670  565.00  525.00   01 06/12/96     12M  06/30/98          110.00      0.00
             1B1B                                                                                        0.00              0.00

01  063  01  A    KAY, ESTER            C 670  565.00  545.00   01 08/15/97     12M  08/31/97            0.00      0.00   01/96
             1B1B                                                                                        0.00              0.00

01  064  01  A    BOND, LAURENA         C 670  565.00  545.00   01 05/01/93     M-M  03/01/96          250.00      0.00   04/97
             1B1B                                                                                        0.00             25.00

01  065  01  A    OWEN, TOM             C 670  565.00  535.00   01 08/14/96     06M  08/31/97          100.00      0.00
             1B1B                                                                                        0.00              0.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 5
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          NOB HILL NORTH                                               SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               13:20:28
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R   BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  066  02  A    ABU-HASAN, MUTASIM    N 670 565.00   565.00   01   07/01/99                          100.00    0.00
             1B1B                                                                                        0.00              0.00

01  066      A    VACANT                  670 565.00
             1B1B

01  067  01  A    LEDER, IRVIN          C 670 565.00   565.00   01   09/06/67   M-M 12/30/89           10.00    0.00     05/97
             1B1B                                                                                        0.00             20.00

01  068  01  A    SKILLAS MARIA         C 670 565.00   545.00   01   08/11/95   12M 08/31/97           110.00    0.00
             1B1B                                                                                        0.00              0.00

01  069  01  A-L  LOSS, IRENE           C 670 540.00   495.00   01   09/07/96   12M 09/30/97           110.00    0.00
             1B1B                                                                                        0.00              0.00

01  070  01  A-L  ELLIS, CHARLES        C 670 540.00   525.00   01   12/01/93   06M 08/31/96           100.00    0.00     04/97
             1B1B                                                                                        0.00              5.00

01  071  01  A-L  SIMPSON,THOMAS        C 670 540.00   495.00   01   08/10/96   12M 08/31/97           110.00    0.00
             1B1B                                                                                        0.00              0.00

01  072      A-L  VACANT                  670 540.00
             1B1B

01  073  01  A    AIELLO, JOSEPH        C 670 565.00   520.00   01   05/01/89   12M 08/31/97           160.00    0.00     02/96
             1B1B                                                                                        0.00              0.00

01  074  01  A    BELLIS, DEBORAH       C 670 565.00   545.00   01   06/20/95   12M 12/31/96           210.00    0.00     03/97
             1B1B                                                                                        0.00             15.00

01  075  01  D    FLOYD, EVELYN         C 930 695.00   660.00   01   06/15/96   M-M 06/30/98           100.00    0.00     07/97
             2B1B                                                                                        0.00             25.00

01  076  01  D    NETHERLAND, SHARON    C 930 695.00   650.00   01   07/01/95   M-M 06/30/97           110.00    0.00     07/97
             2B1B                                                                                        0.00             25.00

01  077  01  D    BRENNER, ARLIENE      C 930 695.00   670.00   01   05/08/71   M-M 11/31/84            10.00    0.00     05/97
             2B1B                                                                                        0.00             10.00

01  078  01  D    BARTLETT, SANDRA      C 930 695.00   650.00   01   05/01/84   12M 08/31/97           410.00    0.00     09/96
             2B1B                                                                                        0.00              0.00

01  079  01  D    MARZAN, KATHERINE     C 930 695.00   650.00   01   06/25/93   M-M 10/31/96           320.00    0.00     11/96
             2B1B                                                                                        0.00              0.00

01  080  01  D    LILLEY, HESTER JANE   C 930 695.00   650.00   01   08/18/79   12M 08/31/97           210.00    0.00     09/96
             2B1B                                                                                        0.00              0.00

01  081  01  D    BILLINGSLEY, CAROLE   C 930 695.00   650.00   01   06/25/94   M-M 06/30/97           110.00    0.00     07/97
             2B1B                                                                                        0.00             25.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 6
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          NOB HILL NORTH                                               SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               13:21:0?
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T SQFT  MARKET  ACTUAL   DUE   MOVE-IN  TRM  EXPIRES  MOVE-OUT  L-M-R   BALANCE    AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  082  01  D    FARLEY, ELEANOR       C 930   695.00   650.00   01   12/30/96 06M 06/30/97            210.00       0.00
             2B1B                                                                                         0.00               0.00

01  083  01  C    WILMOTH KELLY A.      C 850   645.00   615.00   01   09/17/94 M-M 04/30/95            110.00       0.00   05/97
             2B1B                                                                                         0.00              20.00

01  084  01  C    SADER, KENNETH        C 850   645.00   595.00   01   02/01/97 12M 01/31/98            110.00       0.00
             2B1B                                                                                         0.00               0.00

01  085  01  C-L  GOFF, GEORGE W.       C 850   620.00   575.00   01   06/08/85 12M 08/31/97             60.00       0.00   08/94
             2B1B                                                                                         0.00              20.00


01  086  01  C-L  KNEPSHIELD JUDITH/ED  C 850   620.00   595.00   01   05/01/95 12M 04/30/98            210.00       0.00   05/96
             2B1B                                                                                         0.00               0.00

01  087  01  C    CHERMACK/KOSTAKA      C 850   645.00   595.00   01   11/22/96 12M 11/22/96            500.00       0.00
             2B1B                                                                                         0.00               0.00

01  088  01  C    DIAZ, WILLIAM, JENNIF C 850   645.00   595.00   01   06/07/95 12M 06/30/97            100.00   1,190.00
             2B1B                                                                                         0.00               0.00


01  089  01  F    SACHER, EVELYN        C 1054  750.00   695.00   01   06/15/89 12M 02/28/98            230.00       0.00   03/97
             2B2B                                                                                         0.00              20.00

01  090  01  F    WILLIFORD, RONALD     C 1054  750.00   715.00   01   09/01/84 M-M 03/31/85            200.00       0.00   05/97
             2B2B                                                                                         0.00              20.00

01  091  01  B    HIEDEMAN TIMOTHY      C  756  605.00   585.00   01   07/01/96 06M 11/30/97             10.00       0.00
             1B1B                                                                                         0.00               0.00

01  092  02  B    LOU, ROSE ANN         C 756   605.00   595.00   01   04/05/97 12M 04/30/98            110.00       0.00
             1B1B                                                                                         0.00               0.00

01  093  01  B    YOUNG MARTHA          C 756   605.00   550.00   01   09/17/94 12M 08/31/97            360.00       0.00   09/96
             1B1B                                                                                         0.00               0.00

01  094  01  B    NANCE, GLYNN          0 756   605.00   585.00   01   07/09/96 06M 01/31/97  05/19/97  100.00     195.00
             1B1B                                                                             06/20/97    0.00               0.00

01  094  02  B    SCHWIND            PL N 756   605.00   595.00   01   08/01/99                           0.00       0.00
             1B1B                                                                                         0.00               0.00

01  094      B    VACANT                  756   605.00
             1B1B

01  095  01  F    ROSEMAN, VERA         C 1054  750.00   695.00   01   01/18/92 12M 08/31/97            160.00       0.00    03/97
             2B2B                                                                                         0.00               15.00

01  096  01  F    HAMRA, MARY           C 1054  750.00   695.00   01   05/29/90 M-M 08/31/95            450.00       0.00    03/97
             2B2B                                                                                         0.00                5.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 7
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          NOB HILL NORTH                                               SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               13:21:45
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T SQFT  MARKET  ACTUAL   DUE   MOVE-IN  TRM  EXPIRES  MOVE-OUT  L-M-R   BALANCE    AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  097  01  C    DISNEY JACKIE         C 850   645.00   595.00   01   02/01/95 06M 0B/31/97           210.00       0.00    03/97
             2B1B                                                                                        0.00               20.00

01  098  01  C    PENG JINCHAO/LIN OR   C 850   645.00   595.00   01   11/16/96 09M 08/31/97           210.00       0.00
             2B1B                                                                                        0.00               0.00

01  099  01  C-L  BROCK / SMITH SONYIA  C 850   620.00   570.00   01   07/27/96 06M 07/31/98           315.00      10.00-
             2B1B                                                                                        0.00               0.00

01  100  01  C-L  QIU SHAN JING LUI     C 850   620.00   595.00   01   12/25/94 1YR 12/31/95           110.00       0.00    5/97
             2B1B                                                                                        0.00              10.00

01  101  01  C   ELISOR VICTOR          C 850   645.00   590.00   01   03/11/95 12M 03/31/98           210.00       0.00   04/97
             2B1B                                                                                        0.00              25.00

01  102  01  C   DELAROSA, ADRIAN       0 850   645.00   595.00   01   04/27/96 06M 05/31/97 04/29/97  110.00     340.00   06/97
             2B1B                                    C    10.00                              06/15/97    0.00              25.00
                                                         605.00

01  102  02  C   NUNEZ                  N 850   645.00   635.00   01   06/25/99                          0.00       0.00
             2B1B                                                                                        0.00               0.00

01  102      C   VACANT                   850   645.00
             2B1B


01  103  01  D   DIAZ, CHOM SON         C 930   695.00  670.00   01   07/30/92  M-M 08/31/93           210.00       0.00    05/97
             2B1B                                                                                        0.00               10.00

01  104  01  D   KOLOBOV/DODOUKH        C 930   695.00  670.00   01   09/01/95  12M 02/28/98           100.00       0.00    04/97
             2B1B                                                                                        0.00               10.00

01  105  01  D   RICH JANICE            C 930   695.00  645.00   01   03/01/95  12M 02/28/98           110.00       0.00    03/97
             2B1B                                                                                        0.00               25.00

01  106  01  D   BRIERY ISABEL, IRENE   C 930   695.00  650.00   01   06/28/95  M-M 06/30/97           110.00       0.00    07/97
             2B1B                                                                                        0.00               25.00

01  107  01  D   LAVALLEE, VICTOR       C 930   695.00  650.00   01   11/03/70  12M 09/30/97            50.00       0.00    10/96
             2B1B                                    C   10.00                                           0.00                0.00
                                                        660.00

01  108  01  D   GRUVER, PHYLLIS V.     C 930   695.00  635.00   01   10/22/94  12M 08/31/97           310.00       0.00    11/95
             2B1B                                                                                        0.00                0.00

01  109  01  D   ROY LEONARD            C 930   695.00  670.00   01   10/01/94  06M 05/31/97           120.00       0.00    06/97
             2B1B                                                                                        0.00               10.00

01  110  01  D   ACZEL STEPHEN          C 930   695.00  670.00   01   11/13/94  06M 08/31/96           100.00       0.00    04/97
             2B1B                                                                                        0.00               20.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 8
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          NOB HILL NORTH                                               SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               13:22:23
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID DESC  NAME                  T SQFT  MARKET  ACTUAL   DUE   MOVE-IN  TRM  EXPIRES  MOVE-OUT  L-M-R   BALANCE    AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>                <C>       <C>      <C>
01  111  01 A     GWYNNE KENNETH        C 670   565.00   525.00   01  05/08/96  09M  02/28/98           310.00     0.00     06/97
            1B1B                                                                                          0.00              25.00

01  112  01 A     LEMOINE, REBECCA      C 670   565.00   545.00   01  09/14/96  06M  09/30/97           100.00     0.00
            1B1B                                                                                          0.00               0.00

01  113  01 E     FRAZIER, KAREN        C 942   695.00   660.00   01  04/23/94  M-M  08/31/96           310.00     0.00     09/96
            2B1B                                                                                          0.00               0.00

01  114  01 E     MARKS, JANET          C 942   695.00   660.00   01  11/12/96  12M  11/30/97           100.00     0.00
            2B1B                                                                                          0.00               0.00


01  115   01 E   VANDERGRIFT, NORMA J   C 942   695.00   660.00   01  07/26/96  12M  07/31/97           500.00     0.00
            2B1B                                                                                          0.00               0.00


01  116  01 E     MROUE, MOUSSA ALI     0 942   695.00   660.00   01  08/10/96  06M  02/28/97 02/25/97  100.00     0.00
            2B1B                                                                              06/08/97    0.00               0.00

01  116  02 E     DO,                   N 942   695.00   695.00   01  06/27/99                            0.00     0.00
            2B1B                                                                                          0.00               0.00

01  116     E     VACANT                  942   695.00
            2B1B

01  117  01 A-L   MCILVAIN, NICK        C 670   540.00   495.00   01  08/26/94  06M  02/28/97           110.00     0.00     09/96
            1B1B                                                                                          0.00               0.00

01  118  01 A-L   LEGLER, MIKE          C 670   540.00   495.00   01  07/30/92  12M  08/31/97           160.00     0.00     08/95
            1B1B                                                                                          0.00               0.00

01  10   01 C-L   NEWTON & THACKABERRY  C 850   620.00   570.00   01  06/28/96  06M  09/30/97           100.00     0.00
            2B1B                                                                                          0.00               0.00

01  120  01 C-L   NORRIS, DORIS         C 850   620.00   610.00   01  06/16/90  M-M  02/28/97           210.00     0.00     07/97
            2B1B                                                                                          0.00               5.00

01  121  01 C     BOLZ, JEAN            C 850   645.00   595.00   01  07/15/96  12M  07/31/97           110.00     0.00
            2B1B                                                                                          0.00               0.00

01  122  01 C     BROWN, MELVIN       N C 850   645.00   615.00   01  05/30/92  12M  09/30/97 06/04/97  310.00     0.00     04/97
            2B1B                                                                              07/04/99    0.00              20.00

01  122  02 C     XU                 PL N 850   645.00   645.00   01  08/01/99                            0.00     0.00
            2B1B                                                                                          0.00               0.00

01  123  01 A     FRANKLIN, MRS. H      C 670   565.00   545.00   01  01/18/92  12M  03/31/98           150.00     0.00     04/97
            1B1B                                                                                          0.00              25.00

01  124  01 A     KRISHNAN, V.          C 670   565.00   525.00   01  07/03/96  12M  03/31/98           100.00     0.00
            1B1B                                                                                          0.00               0.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 9
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          NOB HILL NORTH                                               SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               13:23:01
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID DESC  NAME                  T SQFT  MARKET  ACTUAL   DUE   MOVE-IN  TRM  EXPIRES  MOVE-OUT  L-M-R   BALANCE    AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>   <C>     <C>     <C>   <C>       <C><C>                <C>       <C>       <C>
01  125  01 A     CACIR, MOLLIE         C  670   565.00   545.00  01   10/20/92 12M 02/28/98             0.00      0.00     03/97
            1B1B                                                                                         0.00               25.00

01  126  01 A     DEDMAN, MELISSA/STRA  C  670   565.00   565.00  01   02/10/96 12M 02/28/97           350.00      0.00     04/97
            1B1B                                                                                         0.00               20.00

01  127  01 C     KIM, SARAH            C  850   645.00   595.00  01   12/28/96 09M 09/30/97           100.00      0.00
            2B1B                                                                                         0.00                0.00

01  128  01 C     THORNTON MARIANN      C  850   645.00   635.00  01   04/01/87 M-M 02/28/97           150.00      0.00     07/97
            2B1B                                                                                       200.00                5.00

01  129  01 C-L   BURNS, MATTHEW        0  850   620.00   595.00  01   03/01/97 06M 08/31/97 05/15/97  100.00    362.17
            2B1B                                                                             06/14/97    0.00                0.00

01  129  02 C-L   GLENN              VL N  850   620.00   710.00  01   06/28/99                        100.00      0.00
            2B1B                                                                                         0.00                0.00

01  129     C-L   VACANT                   850   620.00
            2B1B

01  130  01 C-L   BRADLEY, DARREN       C  850   620.00   595.00  01   06/30/96 M-M 12/31/96           100.00      0.00     07/97
            2B1B                                                                                         0.00               25.00

01  131  01 A-L   HOLMES JAMES          C  670   540.00   520.00  01   04/10/95 12M 04/28/98           150.00      0.00     03/97
            1B1B                                                                                         0.00               20.00

01  132  01 AA    HUANG, SHIU         N C  670   540.00   520.00  01   05/02/90 06M 10/31/96 05/01/97  150.00      0.00     03/97
            1B1B                                                                             06/30/99    0.00               25.00

01  133  01 E     RIOS, LAURA           C  942   695.00   660.00  01   01/18/97 06M 07/31/97           100.00      1.00-
            261B                                                                                         0.00                0.00

01  134  01 E     MAGENHEIM, CRAIG      C  942   695.00   660.00  01   05/08/96 12M 05/31/97           100.00      0.00     06/97
            2B1B                                                                                         0.00               25.00

01  135  01 E     SHIPMAN, TINA         C  942   695.00   660.00  01   10/31/96 12M 10/31/97           310.00      0.00
            2B1B                                                                                         0.00                0.00

01  136  01 E     HARNESS, CATHERINE    C  942   695.00   655.00  01   03/01/79 12M 02/28/98           220.00      0.00     03/97
            2B1B                                                                                         0.00               25.00

01  137  01 A-L   BARNHART, MICHAEL     C  670   540.00   495.00  01   06/01/96 06M 11/30/96           100.00      0.00     06/97
            1B1B                                                                                         0.00               25.00

01  138  01 A-L   ROY, OLLIE B.         C  670   540.00   525.00  01   11/30/85 M-M 12/31/91            60.00      5.00-    05/97
            1B1B                                      C    10.00                                         0.00                5.00
                                                          535.00

01  139  02 A-L   HERTTENBERGER,        N  670   540.00   525.00  01   06/28/99                          0.00      0.00
            1B1B                                                                                         0.00                0.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 10
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          NOB HILL NORTH                                               SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               13:23:39
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID DESC  NAME                  T SQFT  MARKET  ACTUAL   DUE   MOVE-IN  TRM  EXPIRES  MOVE-OUT  L-M-R   BALANCE    AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>      <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  139     A-L   VACANT                   670  540.00
            1B1B

01  140  01 A-L   RUBIN LEONARD         C  670  540.00   495.00   01   04/20/96 12M 04/30/98           100.00      0.00     05/97
            1B1B                                                                                         0.00               25.00

01  141     A     VACANT                   670  565.00
            1B1B

01  142  01 A     OWENS, SHIRLEY        C  670  565.00   540.00   01   06/19/95 M-M 06/30/97           110.00      0.00     07/97
            1B1B                                                                                         0.00               25.00

01  143  01 A     MILES, YVETTE         C  670  565.00   545.00   01   08/15/91 12M 02/28/97           150.00      0.00     03/97
            1B1B                                                                                         0.00               25.00

01  144  01 A     FERGUSON,             N  670  565.00   565.00   01   06/28/99                          0.00      0.00
            1B1B                                                                                         0.00                0.00

01  144     A     VACANT                   670  565.00
            1B1B

01  145  01 A     HART, LOUISE          C  670  565.00   545.00   01   10/01/93 12M 10/31/97            10.00      0.00     11/96
            1B1B                                                                                         0.00                0.00

01  146  01 A     ROUKE, TERESA         C  670  565.00   565.00   01   12/01/94 M-M 06/30/95           310.00      0.00     04/97
            1B1B                                                                                         0.00               20.00

01  147  01 A     ALSOBROOK, M. JASON   C  670  565.00   535.00   01   07/20/96 06M 01/31/97           100.00      0.00
            1B1B                                                                                         0.00                0.00

01  148  01 A     WOODSIDE, DARREN      C  670  565.00   565.00   01   08/19/93 06M 09/30/97           100.00      0.00     04/97
            1B1B                                                                                         0.00               20.00

01  149  01 A     CAREY W.E             C  670  565.00   565.00   01   05/15/95 113 11/30/95           160.00      0.00     04/97
            1B1B                                                                                         0.00               20.00

01  150  01 A     SABLATURA, GRETCHEN   C  670  565.00   545.00   01   08/30/96 12M 08/31/97           110.00      0.00
            1B1B                                                                                         0.00                0.00

01  151  01 A     FILARDO, ANTHONY      C  670  565.00   515.00   01   03/13/92 06M 09/30/97           200.00      0.00     03/96
            1B1B                                                                                         0.00               25.00

01  152  01 A     KYI AYE AYE           C  670  565.00   545.00   01   08/12/95 12M 08/31/97           150.00      0.00
            1B1B                                                                                         0.00                0.00

01  153  01 A-L   FADEN, MRS. DAVID     C  670  540.00   520.00   01   10/15/67 12M 02/28/97            10.00      0.00     03/97
            1B1B                                                                                         0.00               20.00

01  154  01 A-L   HAMMOND, JENNIFER     C  670  540.00   520.00   01   11/30/96 06M 05/31/97           110.00      0.00
            1B1B                                                                                         0.00                0.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 11
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          NOB HILL NORTH                                               SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               13:24:14
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>       <C>
01 155   01  A-L  AYALA, ANNA L.        C  670  540.00  495.00  01    10/19/96  09M  07/31/97           110.00    0.00    03/97
             1B1B                                                                                         0.00             0.00

01 156   01  A-L  MOSLEY DONNA          C  670  540.00  515.00  01    06/01/95  06M  08/31/97           100.00    0.00    03/97
             1B1B                                                                                         0.00            15.00

01 157   02  A    BRIGGS, NELDA         C  670  565.90  565.00  01    04/14/97  12M  04/30/98           250.00    0.00
             1B1B                                                                                         0.00             0.00

01 158   01  4    MAGYAR ATTILA/TOTH  J C  670  565.00  550.00  01    05/01/96  06M  10/31/97           110.00    0.00    05/97
             1B1B                                                                                         0.00            25.00

01 159   01 D     MCCAULEY, LOUIS       C  930  695.00  670.00  01    03/16/92  M-M  10/30/93            10.00    0.00    05/97
             2B1B                                                                                         0.00

01 160   01 D     HOUGH, PAUL, ANDREA   C  930  695.00  670.00  01    02/14/97  06M  08/31/97           400.00    0.00
             2B1B                                                                                         0.00             0.00

01 161   01 D     MILLER, LANA          C  930  695.00  670.00  01    11/01/95  12M  10/31/96           100.00    0.00    04/97
             2B1B                                                                                         0.00            10.00

01 162   01 D     JOHNSON CURT / LAURA  C  930  695.00  655.00  01    04/14/95  12M  03/31/98           400.00    0.00    04/97
             2B1B                                                                                         0.00            25.00

01 163   01 D     BURNS, ELLEN          C  930  695.00  670.00  01    07/24/92  M-M  02/31/95           110.00    0.00    04/97
             2B1B                                                                                         0.00            10.00

01 164   02 D     HOUSSIAU, LAURENT     C  930  695.00  670.00  01    04/11/97  06M  10/31/97           100.00    0.00
             2B1B                                                                                         0.00             0.00

01 165   01 D     MORGAN. ANNIE M.    N C  930  695.00  650.00  01    11/28/96  12M  11/30/97  06/01/97 100.00    0.00
             2B1B                                                                              07/09/99   0.00             0.00

01 166   01 D     CORTES, JOSE/ERNESTI  C  930  695.00  650.00  01    08/13/96  06M  02/28/97           100.00    0.00
             2B1B                                                                                         0.00             0.00

01 167   01 C     WALKER, LISA          C  850  645.00  595.00  01    12/29/96  12M  12/31/97           350.00    0.00
             2B1B                                    C   10.00                                            0.00             0.00
                                                        605.00
01 168   01 C     SCHIGEL, ALEKSANDR    C  850  645.00  595.00  01    09/27/96  09M  06/30/97           100.00    0.00
             2B1B                                                                                         0.00             0.00

01 169   01 C-L   MILLER / GILBERT      C  850  620.00  610.00  01    03/04/95  M-M  02/28/97           600.00    0.00    07/97
             2B1B                                                                                         0.00            10.00

01 170   01 C-L   VAYNSHTEYN, BORIS/M   C  850  620.00  570.00  01    10/15/96  06M  10/31/97           100.00    0.00
             2B1B                                                                                         0.00             0.00

01 171   01 C     JOHNSON. RUTH         C  850  645.00  625.00  01    08/15/91  12M  04/30/98           210.00    0.00    03/96
             2B1B                                                                                         0.00            20.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 12
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          NOB HILL NORTH                                               SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               13:24:54
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01 172   01  C    YOUNT SHEILA          C  850  645.00  620.00  01    07/01/95  M-M  06/30/97           110.00   0.00    07/97
             2B1B                                                                                         0.00           25.00

01 173   02  F    OFFICER               N 1054  750.00  750.00  01    07/11/99                            0.00   0.00
             2B2B                                                                                         0.00            0.00

01 173       F    VACANT                  1054  750.00
             2B2B

01 174   01  F    MANGUM CAROL & DONAL  C 1054  750.00  715.00  01    08/12/95  12M  03/31/98           110.00   0.00    04/97
             2B2B                                                                                         0.00           20.00

01 175   01  B    WAGNER LUCY M.        C  756  605.00  585.00  01    11/30/94  12M  02/28/98           160.00   0.00    03/97
             1B1B                                                                                         0.00           10.00
01 176   01  B    HUANG, CHIU JUNG      C  756  605.00  585.00  01    10/09/96  12M  10/31/97           110.00   0.00
             1B1B                                                                                         0.00            0.00

01 177   01  B    SHAFTEL, FREDERICA    C  756  605.00  585.00  01    12/20/87  12M  01/31/97            50.00   0.00    03/97
             1B1B                                                                                         0.00           10.00

01 178   01  B    JHONSA, PARAG         C  756  605.00  595.00  01    05/03/97  06M  11/30/97           110.00   0.00
             1B1B                                                                                         0.00            0.00

01 179   01  F    RODRIOUEZ, BERTHA     C 1054  750.00  700.00  01    03/15/95  12M  03/31/98           120.00   0.00    04/97
             2B2B                                                                                         0.00           25.00

01 180   01  F    DELEON, REFUGIO/ERLI  C 1054  750.00  695.00  01    08/03/96  06M  02/28/97           100.00   0.00
             2B2B                                                                                         0.00            0.00

01 181   02  C    HAMIDI,GHALIB,ROSITA  C  850  645.00  615.00  01    03/27/97  06M  09/30/97           100.00   0.00
             2B1B                                                                                         0.00            0.00

01 182   01  C    ZHANG YIHONG          C  850  645.00  635.00  01    10/01/94  M-M  04/31/95           110.00   0.00    07/97
             2B1B                                                                                         0.00            5.00

01 183   01  C-L  ABELLA VERONICA       C  850  620.00  610.00  01    11/28/94  M-M  12/31/96           110.00   0.00    07/97
             2B1B                                                                                         0.00           10.00

01 184   01  C-L  GELMAN, MIKAIL/IRINA  C  850  620.00  570.00  01    10/26/96  06M  10/30/97           100.00   0.00
             2B1B                                                                                         0.00            0.00

01 185   01  C    RAMIREZ, STEVEN/CYNT  C  850  645.00  595.00  01    09/17/96  12M  09/30/97           100.00   0.00
             2B1B                                                                                         0.00            0.00

01 186   01  C    CHU, LUZHEN/LI OUN S  C  850  645.00  595.00  01    11/27/96  12M  11/30/97           210.00   0.00
             2B1B                                                                                         0.00            0.00

01 187   01  D    BEDER, JEAN           C  930  695.00  670.00  01    01/02/96  12M  01/31/97           100.00   0.00    04/97
             2B1B                                                                                         0.00            0.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 13
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          NOB HILL NORTH                                               SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               13:25:33
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01 188   01 D     MERRILL,JUDITH, JON   C  930  695.00  650.00  01     01/18/96 06M  07/31/97           100.00   0.00
            2B1B                                                                                          0.00           0.00

01 189   01 D     CARTER,BERTINA        C  930  695.00  695.00  01     06/09/97 12M  06/30/98           210.00 138.33
            2B1B                                                                                          0.00           0.00

01 190   01 D     JONES, YUKARI         C  930  695.00  650.00  01     06129/96 M-M  06/30/97           100.00   0.00   07/97
            2B1B                                                                                          0.00          25.00

01 191   01 D     FLORA, BETTY          C  930  695.00  650.00  01     01/15/97 06M  07/31/97           110.00           0.00
            2B1B                                                                                          0.00           0.00

01 192   01 D     DANCY, MARILYN        C  930  695.00  665.00  01     01/08/93 012  05/31/97           210.00   0.00   06/97
            2B1B                                                                                          0.00          40.00

01 193   01 D     BROWN, KATHRYN        C  930  695.00  625.00  01     03/18/97 12M  03/31/98           210.00   0.00
            2B1B                                                                                          0.00           0.00

01 194   01 D     KLEYPAS, ANDREW       C  930  695.00  670.00  01     10/26/88 M-M  11/31/90           170.00   0.00   05/97
            2B1B                                                                                          0.00          10.00

01 195   01 A     CURRY DR. MARY        C  670  565.00  545.00  01     07/18/95 12M  08/31/97           110.00   0.00
            1B1B                                                                                          0.00           0.00

01 196   01 A     GREENSTEIN, IDA       C  670  565.00  525.00  01     07/04/80 12M  04/30/98            10.00   0.00   05/97
            1B1B                                                                                          0.00          25.00

01 197   01 E     HERNANDEZ, GLORIA.    C  942  695.00  645.00  01     10/01/96 09M  06/30/97           100.00   0.00
            2B1B                                                                                          0.00           0.00

01 198   01 E     ECHOLS FRANK          C  942  695.00  660.00  01     12/26/96 06M  06/30/97           210.00   0.00
            2B1B                                                                                          0.00           0.00

01 199   01 H     HANSEN, REX           C  1282 1050.00 1025.00 01     06/01/91 M-M  02/28/97            20.00   0.00   07/97
            3B2B                                                                                          0.00          25.00

01 200   01 H     KIROKOSIAN/MANOUKIAN  C  1282 1050.00 1025.00 01     04/01/95 M-M  03/31/96           100.00   0.00
            3B2B                                                                                          0.00          25.00

01 201   01 P.-L  RAWLINGS, JENNIFER    C  670  540.00  495.00  01     08/08/96 12M  08/31/97           110.00   0.00
            1B1B                                                                                          0.00           0.00

0! 202   01 A-L   DEDEUEUX RUBYE V.     C  670  540.00  525.00  01     08/13/94 M-M  09/30/95           150.00   0.00   04/97
            1B1B                                                                                          0.00           5.00

01 203   01 C-L   BAZAIN/NELSON         C  850  620.00  570.00  01     07/13/96 06M  01/31/97           300.00   0.00
            2B1B                                     C   10.00                                            0.00           0.00
                                                        580.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 14
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          NOB HILL NORTH                                               SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               13:26:10
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01 204   01  C-L  TRAN DAVID, CHRISTI   C  850  620.00  600.00  01    08/01/94  12M  01/31/97           300.00   0.00   03/96
             2B1B                                                                                         0.00          25.00

01 205   01  C    MORGAN, KENYETTA D.   C  850  645.00  595.00  01    11/28/96  12M  11/30/97           100.00   0.00
             2B1B                                                                                         0.00           0.00

01 206   01  C    NORRIS, CYNTHIA       C  850  645.00  635.00  01    05/21/94  M-M  12/30/94           150.00   0.00   07/97
             2B1B                                                                                         0.00           5.00

01 207   01  A    LICHTENSTEIN, A.      C  670  565.00  525.00  01    06/13/92  12M  08/31/97            10.00   0.00   08/96
             1B1B                                                                                         0.00            0.00

01 208   01  A    SKLAR, LOUISE         C  670  565.00  545.00  01    08/15/95  12M  08/31/97           130.00   0.00
             1B1B                                                                                         0 00           0.00

01 209   01  A    **OFFICE              C  670  565.00  565.00  01    01/01/76  M/M  01/31/76             0.00   0.00   09/95
             1B1B                                                                                         0.00          15.00

01 210   01  A    MITRANI, EDUARDO      C  670  565.00  545.00  01    07/03/84  M-M  10/31/96           160.00   0.00   11/96
             1B1B                                                                                         0 00           0.00

01 211   01  C    AHDOOT, RABIE         C  850  645.00  590.00  01    05/29/90  12M  08/31/97           200.00   0.00   09/96
             2B1B                                                                                         0.00          25.00

01 212   01  C    SUNDAR, H. G. K.      C  850  645.00  635.00  01    09/10/95  M-M  09/30/96           100.00   0.00   07/97
             2B1B                                                                                         0.00          15.00

01 213   01  C-L  BLACKWELL. RUTH P.    C  850  620.00  570.00  01    09/21/96  06M  03/31/97           100.00   0.00
             2B1B                                                                                         0 00           0.00

01 214   01  C-L  BROUSSARD, DONOVAN    C  850  620.00  570.00  01    08/17/96  12M  05/31/98           110.00   0.00
             2B1B                                                                                         0.00           0.00

01 215   01  A-L  LENDEN, PRUDIE S.     C  670  540.00  510.00  01    06/01/96  06M  11/30/97           100.00   0.00   06/97
             1B1B                                                                                         0.00          40.00

01 216   01  A-L  BRUNDAGE, ELLEN       C  670  540.00  495.00  01    05/16/94  12M  08/31/97           427.50   0.00   09/95
             1B1B                                                                                         0.00           0.00

01 217   02  H    WEISSMAN              N  1282 1050.00 1025.00 01    07/15/99                          100.00   0.00
             3B2B                                                                                         0.00           0.00

01 217       H    VACANT                   1282 1050.00
             3B2B

01 218   01  H    MCGOWAN, MR. & MRS.   C  1282 1050.00 1025.00  01   11/01167  M-M  02/28/97            20.00   0.00    07/97
             3B2B                                                                                         0.00           25.00

01 219   01  E    MARTIN, SEWELL        C  942  695.00  650.00   01   05/02/91  12M  07/31/97           200.00   0.00    08/96
             2B1B                                                                                         0.00            0.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE  15
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          NOB HILL NORTH                                               SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               13:26:49
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>       <C>     <C>
01 220   01 E     BEHRINGER/RYAN        C  942  695.00  675.00   01   05/01/94  012  02/28/97           300.00    0.00    04/97
            2B1B                                                                                          0.00            15.00

01 221   01 A-L   HOWARD, DOLORES       C  670  540.00  520.00   01   11/07/90  M-M  06/30/97           160.00    0.00    07/97
            1B1B                                                                                          0.00            25.00

01 222   01 A-L   ITZHAKI, SHOSHAN      C  670  540.00  520.00   01   06/19/79  12M  04/30/97           160.00    0.00    05/97
            1B1B                                                                                          0.00            25.00

01 223   01 A-L   WALKER, TRELETA       C  670  540.00  495.00   01   06/01/90  12M  07/31/97           360.00    0.00    08/95
            1B1B                                                                                          0.00

01 224      A-L   VACANT                   670  540.00
            1B1B

01 225   01 A     HOUGHTON, MELISSA     C  670  565.00  545.00   01   09/01/95  12M  08/31/97           110.00    0.00     0.00
            1B1B                                                                                          0.00

01 226   01 A     LIPPMAN, MILTON L.    C  670  565.00  565.00   01   03/28/97  12M  03/31/98           100.00    0.00     0.00
            1B1B                                                                                          0.00

01 227   01 A     TAXMAN, PAULINE       C  670  565.00  525.00   01   06/08/96  12M  06/30/98           100.00    0.00    07/97
            1B1B                                                                                          0.00            25.00

01 228   01 A     RUIZ MARIA & DELMY    C  670  565.00  545.00   01   07/01/95  M-M  06/30/97           160.00    0.00    07/97
            1B1B                                                                                          0.00            25.00

01 229   01 A     KOSSACK            VL N  670  565.00  565.00-  01   07/15/99                            0.00    0.00
            1B1B                                                                                          0.00             0.00

01 229      A     VACANT                   670  565.00
            1B1B

01 230   01 A     JOE, EDISON           C  670  565.00  565.00   01   08/12/77  06M  07/31/96           155.00    0.00    04/97
            1B1B                                     C   10.00                                            0.00            20.00
                                                        575.00

01 231   01 A     ERICKSON, KIMBERLY    C  670  565.00  535.00   01   08/15/96  06M  09/30/97           100.00    0.00
            1B1B                                                                                          0.00             0.00

01 232   01 A     STAFFORD, HEATHER     C  670  565.00  560.00   01   03/14/96  09M  12/31/96           100.00    0.00    04/97
            1B1B                                                                                          0.00            25.00

01 233   01 A     SAHASRABUDDHE,AVINAS  C  670  565.00  565.00   01   06/14/97  06M  12/31/97           110.00   20.00
            1B1B                                                                                          0.00             0.00

01 234   01 A     LANE JEFFREY & GINNY  C  670  565.00  525.00   01   07/21/95  06M  02/28/97           200.00    0.00    08/96
            1B1B                                                                                          0.00             0 00

01 235   01 A     DAVIS, VIRGINIA       C  670  565.00  540.00   01   04/24/93  12M  04/30/98           100.00    0.00    05/97
            1B1B                                                                                          0.00            25.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 16
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          NOB HILL NORTH                                               SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               13:27:24
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01 236   01  A    SHEPPARD, TRACY       C  670  565.00  540.00  01    05/10/96  12M  11!30/97           100.00    0.00     06/97
             1B1B                                                                                         0.00             40.00

01 237   01  A-L  CHILDERS. JOHN R.     C  670  54O.00  525.00  01    04/12/91  12M  04|30/98           150.00    0.00     05/97
             1B1B                                                                                         0.00              5.00

01 238   01  A-L  ROCH/SCHWABLE, LESLI  C  670  540.00  520.00  01    03/02/96  12M  03/31/97           100.00    5.00     04/97
             1B1B                                                                                         0.00             25.00

01 239   01  A-L  GARDENER NIKKI        0 670   540.00  520.00  01    05/18/95  06M  11/30/95 04/08/97  100.00    0.00     03/97
             1B1B                                                                             05/09/97    0.00             20.00

01 239   01  A-L  VACANT                  670   540.00
             1B1B

01 240   0   A-L  VACANT                  670   540.00
             1B1B

01 241   01  A    SCHULTZ SYLVIA        C 670   565.00  545.00   01   11/15/94  12M  12/31/97           150.00    0.00     01/96
             191B                                                                                         0.00              0 00

01 242   01  A    DENTON, DON           C 670   565.00  550.00   01   08/29/90  12M  04/30/98           160.00    0.00     05/97
             1B1B                                                                                         0.00             25.00

01 243   01  D    FRUSH, JAMES          C 930   695.00  670.00   01   12/19/90  M-M  07/30/91           105.00    0.00     05/97
             2B1B                                                                                         0.00             10.00

01 244   01  D    MANLEY MEL/JONE DWAY  C 930   695.00  670.00   01   03/01/97  12M  02/28/98           300.00   0.00
             2B1B                                    C   10.00                                            0.00              0.00
                                                        680.09

01 245   01  D    BAXTER, ELIZABETH     C 930   695.00  650.00   01   02/06/93  12M  08/31/97           110.00   0.00      09/96
             2B1B                                                                                         0.00              0.00

01 246   01  D    JENNINGS, PEARSON     C 930   695.00  640.00   01   09/18/94  12M  09/30/97           110.00   0.00      10/96
             2B1B                                                                                         0.00              0 00

01 247   01  D    ANGELLE, SIMON/SONIA  C 930   695.00  695.00   01   05/31/97  06M  11/30/97           250.00   0.00
             2B1B                                                                                         0.00              0.00

01 248   01  D    KASNER, SCOTT       N C 930   695.00  685.00   01   06/15/96  M-M  06/30/97 05/20/97  110.00   0.00      07/97
             2B1B                                                                             06/30/99    0.00             25.00

01 249   02  D    WALKER, SHERRY/ROBERT C 930   695.00  695.00   01   06/07/97  06M  12/31/97           100.00   0.00
             2B1B                                                                                         0.00              0.00


01 250   01  D    COHEN, HARRY          C 930   695.00  660.00   01   01/01/71  12M  12/31/97            20.00   0.00      01/96
             2B1B                                                                                         0.00              0.00

01 251   01  C    SHANOFF, SUZANNE      C 850   645.00  605.00   01   03/26/96  12M  03/31/98           210.00  30.00-     04/97
             2B1B                                                                                          0.00             20.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 17
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          NOB HILL NORTH                                               SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               13:28:01
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  252  02  C    NICACIO, JAIME/MARIA  C  850  645.00  635.00  01    06/05/97  06M  12/31/97           100.00    0.00
             2B1B                                                                                         0.00             0.00

01 253   01  C-L  GIBSON - ABBT JEFF    C  850  620.00  595.00  01    02/15/97  06M  08/31/97           110.000   0.00
             2B1B                                    C   10.00                                             0.00            0.00

01 254   01  C-L  MILLER, DARLENE       C  850  620.00  610.00  01    07/30/88  M-M  06/30/90            120.00   0.00    07/97
             2B1B                                                                                          0.00            5.00

01 255   03  C    TESCH, PATRICIA       C  850  645.00  615.00  01    04/04/97  06M  10/31/97            110.00   0.00
             2B1B                                                                                          0.00            0.00

01 256   01  C    GROSS, DAVID L.     N C  850  645.00  635.00  01    03/26/88  M-M  10/30/88  06/04/97   50.00   0.00    07/97
             2B1B                                                                              07/04/99    0.00            5.00

01 257   01  F    BLONDELL CAROL, BONN  C  1054 750.00  715.00  01    02/10/96  12M  02/28/97  05/11/96  100.00   0.00    04/97
             2B2B                                                                              07/01/99    0.00           20.00

01 257   02  F    BLADO                 N  1054 750.00  750.00  01    07/20/99                             0.00    0.00
             2B2B                                                                                          0.00            0.00

01 258   01  F    HU YING-SHENG         C  1054 750.00  690.00  01    01/07/95  12M  10/31/97            100.00    0.00   11/96
             2B2B                                                                                          0.00           25.00

01 259   01  B    STANISLAV, ZABOLOTSK  C  756  605.00  585.00  01    09/18/96  12M  09/30/97            110.00   0.00
             1B1B                                                                                          0.00            0.00

01 260   01  B    LEWIS, ELISA          C  756  605.00  585.00  01    09/18/96  06M  03/31/97            100.00   0.00
             1B1B                                                                                          0.00            0.00

01 261   01  B    JOLISSANT DENA        C  756  605.00  595.00  01    08/19/95  09M  05/31/97            100 00   0.00    06/97
             1B1B                                                                                          0.00           10.00

01 262   01 B     BRANNAN, PATTY        C  756  605.00  585.00  01    08/10/79  12M  03/31/98            150.00   0.00    05/97
            1B1B                                                                                           0.00           10.00

01 263   01 F     KAPNER, ROSE          C  1054 750.00  715.00  01    11/02/67  12M   02/28/97            20.00   0.00    04/97
            2B2B                                                                                           0.00           25.00

01 264   01 F     MENDOZA, RACHEL       C  1054 750.00  695.00  01    12/10/91  M-M   07/30/92           150.00   1.00-   03/97
            2B2B                                                                                           0.00            5.00

01 265   01 C    GLOSSMAN, DAISY        C  850  645.00  615.00  01    05/12/71  12M   04/30/98            30.00   0.00    04/97
            2B1B                                     C   10.00                                             0.00            5.00
                                                        625.00

01 266   01 C    DUNBAR, DOW & CYNTHI   C  850  645.00  620.00  01    06/29/96  12M   06/30/98           300 00   0.00     07/97
            2B1B                                                                                           0.00            25.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 18
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          NOB HILL NORTH                                               SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               13:28:40
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  267  02  C-L  MARTINEZ/PEREZOUS     C  850  620.00  595.00  01    04/26/97  06M  10/31/97           100.00   0.00
             2B1B                                                                                         0.00              0.00

01  268  02  C-L  QUESADA CANCELLED     O  8S0  620.00  595.50  01                                      100.00   0.00
             2B1B                                                                     09/1/96             0.00              0.00

01 268   03  C-L  AGUILAR            VL N  850  620.00  620.00  01    07/12/99                            0.00   0.00
             2B1B                                                                                         0.00              0.00

01 268       C-L  VACANT                   850  620.00
             2B1B

01 269   01  C    VEGDER, MARIAN        C  850  645.00  630.00  01    01/15/86  12M   04/30/9B           50.00   0.00      01/96
             2B1B                                                                                         0.00              0.00

01 270   01  C    HENKE, LARRY/JESSICA  C  850  645.00  595.00  01    09/14/96  06M   09/30/97          100.00   0.00
             2B1B                                                                                         0.00              0.00

01 271   01  D    HUNT,RITA V.          C  930  695.00  670.00  01    11/22/89  12M   04/28/98          400.00   0.00      04/97
             2B1B                                                                                         0.00             10.00

01 272   01 D     ABU-HASAN, MUTASI N   C  930  695.00  650.00  01    06/26/96  M-M   06/30/97 06/03/97 100.00   0.00      07/97
            2B1B                                                                               06/30/99   0.00             25.00

01 272   02 D     MORGAN             PL N  930  69S.00  695.00  01    07/15/99                            0.00     0.00
            2B1B                                                                                          0.00              0.00

01 273   01 D     FISHER, KAREN         C  930  695.00  600.00  01    03/31/95  12M   07/31/97          210.00     0.00    04/96
            2B1B                                                                                          0.00              0.00

G1 274   01 D     SPRATLING, B. LEE     C  930  695.00  650.00  01    01/21/96  06M   03/31/97          210.00     0.00
            2B1B                                                                                          0.00              0.00

01 275   01 D     VASLUSKI,ADELINE      C  930  695.00  670.00  01    08/22/93  12M   04/30/9B          110.00     0.00    04/97
            2B1B                                                                                          0.00             20.00

01 276   01 D     BLATT, TAMMY          C  930  695.00  625.00  01    08/23/96  12M   08/31/97          100.00     0.00
            2B1B                                                                                          0.00              0.00

01 277   01 D     KLAFF, MURRAY         C  930  695.00  650.00  01    07/26/92  M-M   06/30/97          110.00     0.00    07/97
            2B1B                                                                                          0.00             25.00

01 278   01 D     BURGENER, DOONE/RHET  C  930  695.00  650.00  01    09/30/95  12M   09/30/97          110.00     0.00
            2B1B                                                                                          0.00              0.00

01 279   01 A     MCLAUGHLIN, DORIS     C 670   565.00  535.00  01    08/06/96  06M   08/30/97          310 00     0.00
            1B1B                                                                                          0.00              0.00

01 280   01 A     DAVIS, MARCIA S.      C 670   565.00  545.00  01    12/10/94  12M   03/31/98          100.00     0.00    03/97
            1B1B                                                                                          0.00             2S.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 20
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          NOB HILL NORTH                                               SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               13:29:54
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  281  01  A    CASTRO, PEDRO         C  670  565.00  545.00  55    10/25/95  M-M  10/31/96           150.00    0.00    11/96
             1B1B                                                                                         0.00             0.00

01  282  01  R    ODOM, TAMMY           O  670  565.00  545.00  01    10/19/96  06M  04/30/97 05/16/97  100.00  295.00
             1B1B                                                                             06/16/97    0.00             0.00

01  282  02  A    SHANTI                N  670  565.00  565.00  01    07/05/99                            0.00    0.00
             1B1B                                                                                         0.00

01  282      A    VACANT                   670  565.00
             1B1B

01  283      A-L  VACANT                   670  540.00
             1B1B

01  284  01  A-L  ROBINSON, AYESHA     C   670  540.00  520.00  01    11/22/96  12M  05/31/98            100.00   0.00
             1B1B                                                                                          0.00            0.00

01  285  01  C-L  CAVANAUGH, M/M       C   850  620.00  610.00  01    07/11/85  M-M  11/30/92             10.00   0.00    07/97
             2E1B                                                                                          0.00            5 00

01  286  01  C-L  MAGIDIN/DELARA       C   850  620.00  570.00  01    08/15/96  12M  08/31/97            100.00   0.00
             2B1B                                                                                          0.00            0.00

01  287  01  C    HERNANDEZ, GERALD    C   850  645.00  635.00  01    11/01/95  M-M  10/31/96            300.00   0.00    07/97
             2B1B                                                                                          0.00           15.00

01  288  01  C    WAIN, ROBERT         C   850  645.00  630.00  01    07/09/88  12M  10/31/97             10.00  0.00     03/96
             2B1B                                                                                          0.00           20.00

01  289  01  A    FISCHER, TERESA      C   670  565.00  555.00  01    08/16/95  06M  09/30/97            310.00  0.00
             1B1B                                                                                          0.00            0.00

01  290  01  A    WALSH, BARBARA       C   670  565.00  500.00  01    04/06/96  12M  10/31/97            100.00  0.00
             1B1B                                                                                          0.00            0.00

01  291  01  A    LEVINE, ADAM         C   670  565.00  550.00  01    06/15/96  M-M  06/30/97 06/06/97   100.00  0.00     07/97
             1B1B                                                                             06/30/99     0.00           25.00

01  291  02  A   STROUD            PL  N   670  565.00  565.00  01    07/19/99                             0.00            0.00
             1B1B                                                                                          0.00            0.00

01  292  01  A    ALLEN, VERA          C   670  565.00  545.00  01    09/19/72  12M  03/31/97              0.00  0.00     04/97
             1B1B                                                                                          0.00           25.00

01  293  01  C    AMIN DR. AND MRS.    C   B50  645.00  595 00  01    06/05/96  06M  12/31/97            100.00  0.00
             2B1B                                                                                          0.00            0.00

01  294  01  C    SHIVAKUMAR, CARMEN   C   850  645.00  595.00  01    09/10/96  12M  09/30/97            500.00  0.00
             2B1B                                                                                          0.00            0.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 19
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          NOB HILL NORTH                                               SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               13:29:17
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  295  01  C    SLEEZER, KAREN        C  350  645.00  620.00  01    01/10/93  06M  08/31/97           100.00    0.00     02/96
             2B1B                                                                                         0.00              0.00

01 296   01  C    MYER, ANITA           C  850  645.00  5?5.00  01    09/28/96  12M  09/30/97           300.00    0.00
             2B1B                                                                                         0.00              0.00

01 297   01  A    GRAHAM LUTHER         C  670  565.00  550.00  01    04/22/95  12M  04/30/98           100.00    0.00     05/97
             1B1B                                                                                         0.00             25.00

01 298   02  A    HUNT,K./COLLINS,G     C  670  565.00  525.00  01    04/12/97  06M  10/31/97           160.00    0.00
             1B1B                                    C   10.00                                            0.00              0.00
                                                        535.00

01 299   01  A-L  HUDSON, DAVID         C  670  540.00  520.00  01    10/04/92  M-M  01/31/96   06/09/97 100.00    0.00     03/97
             1B1B                                                                               07/08/99   0.00             20.00

01 300   01  A-L  BELYI, MOISEY & LUBO  C  670  540.00  525.00  01    02/13/96  12M  03/31/98            100.00    0.00     04/97
             1B1B                                                                                          0.00              S.00

01 301   Q1  A-L  RIGGS, ALFRED         C  670  540.00  525.00  01    01/13/94  12M  02/28/97            150.00    0.00     04/97
             1B1B                                                                                          0.00              S.00

01 302   01  R-L  UNSELL, LISA          C  670  540.00  520.00  01    07/31/91  12M  04/30/97            550.00    0.00     05/97
             1B1B                                                                                          0.00             25.00

01 303       A    VACANT                   670  565.00
             1B1B

01 304    01 A    BAILLEY, STEVE        C  670  565.00  565.00  01    06/20/97  12M   06/30/98           100.00    0.00
             1B1B                                                                                          0.00              0.00


01 305    01 R    RANEY, ELIZABETH      C  670  565.00  525.00  01    08/08/96  06M   02/28/97           110.00    0.00
             1B1B                                                                                          0.00              0.00

01 306       A    VACANT                   670  565.00
             1B1B

01 307       A    VACANT                   670  565.00
             1B1B

01 308    01 A    SMITHA ELISA          C  670  565.00  525.00  01    04/17/96  06M   10/31/96           100.00    0.00     05/97
             1B1B                                                                                          0.00             25.00

01 309    01 A    KAISER LORI/BENAC     C  670  565.00  550.00  01    06/21/94  M-M   12/31/96           100.00    0.00     07/97
             1B1B                                                                                          0.00             25.00

01 310    01 A    TREVINO, SANDRA       C  670  565.00  550.00  01    06/26/92  12M   04/30/98           160.00    0.00     05/97
             1B1B                                                                                          0.00             25.00

01 311    01 A    WENDEL, GREGORY       C  670  565.00  550.00  01    04/30/94  12M   04/30/97           150.00    0.00     05/97
             191B                                                                                          0.00             25.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 21
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          NOB HILL NORTH                                               SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               13:30:30
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT           LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  312  01  A    GRISSOM, JANICE       C  670  565.00  495.00  01   10/12/96   09M 07/31/97           100.00    0.00
             1B1B                                                                                        0.00             0.00

01  313  01  A    CORBETT, RICHARD      C  670  560.00  565.09  01   07/09/94   M-M 02/28/97           150.00    0.00     04/97
             1B1B                                                                                        0.00             20.00

01  314  01  A    MCMAIN, SANDRA        C  670  565.00  525.00  01   05/13/96   12M 05/31/98           210.00    0.00     06/97
             1B1B                                                                                        0.00             40.00

01  315  01  A-L  RIGGS, JEAN/AMY       C  670  540.00  495.00  01   08/17/96   12M 08/31/97           100.00    0.00
             1B1B                                                                                        0.00              0.00

01  316  01  A-L  MARX. MARTIN          C  670  540.00  525.00   01  02/25/86   M-M 01/31/91           150.00    0.00     05/97
             1B1B                                                                                        0.00              5.00

01  317  01  A-L  JANDA, LADISLAV     N C  670  540.00  520.00   01  04/24/93   12M 04/30/97 06/06/97  100.00    0.00     05/97
             1B1B                                                                            07/07/99    0.00             25.00

01  317  02  A-L  LAVERGNE           PL N  670  540.00  540.00   01 0B/01/99                             0.00    0.00
             1B1B                                                                                        0.00              0.00

01  318  01  A-L  CHAFRANIK, INGA     N C  670  540.00  520.00    01 12/07/96   06M 06/30/97 05/23/97   20.00    0.00
             1B1B                                                                            06/30/99    0.00              0.00

01  318  02  A-L  BREWER, MICHELLE   PL N  670  540.00  595.00   01 08/08/99                           100.00    0.00
             1B1B                                                                                        0.00              0.00

01  319  01  A    FRANK, HILDRED         C  670 565.00  545.00   01 08/10/96    12M 08/31/97           100.00    0.00
             1B1B

01  320  01  A     SMITH/HERTTENBERGER   C  670 565.00  545.00   01 09/13/96    06M 09/30/97           100.00    0.00
             1B1B                                                                                        0.00              0.00

01  321  01  D     PELAYO LILIA MARIA   C  930 695.00  670.00   01 05/17/95    06M 11/30/95            100.00    0.00     04/97
             2B1B                                                                                        0.00             10.00

01  322  01 D      BARBERO WILLY & RUTH  C 930  695.00  600.00   01 03/01/95    12M 08/31/97            200.00   0.00     03/96
            2B1B                                                                                          0.00            25.00

01  323  01 D      GRAY, WANDA P.        C 930  695.00  650.00   01 10/12/96    12M 10/31/97            200.00   0.00
            2B1B                                                                                          0.00              0.00

01  324  01 D      GULER, KEMAL          C 930  695.00  670.00   01 01/16/92    M-M 05/30/94              0.00   0.00      05/97
            2B1B                                                                                          0.00             10.00

01  325  01 D      OSTROW, ADA           C 930  695.00  650.00   01 09/19/95    12M 01/31/98            100.00   0.00
            2B1B                                                                                          0.00              0.00

01  326  02 D      GONG B./ZHOU L.       C 930  695.00  695.00   01 06/07/97    06M 12/31/97            100.00    0.00
            2B1B                                                                                          0.00              0.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 22
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          NOB HILL NORTH                                               SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               13:31:10
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT           LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
=================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  327  01  D    KAGAN, DAVID/VICTORI  C  530  655.00  650.00  01   11/11/96   12M 11/30/97           200.00    0.00
             2B1B                                                                                        0.00              0.00

01  328  01  D    BROWN, GRETCHEN       C  930  695.00  650.00  01   08/09/90   12M 08/31/97           200.00    0.00     09/96
             2B1B                                                                                        0.00              0.00

01  329  01  C    MELTON, JAMES B.      C  850  645.00  595.00  01   07/20/96   06M 01/31/97           100.00    0.00
             2B1B                                                                                        0.00              0.00

01  330  01  C    SMITH, ARTHUR         C  850  645.00  635.00  01   12/12/86   M-M 01/31/95            50.00    5.00~    07/97
             2B1B                                    C   10.00                                           0.00              5.00
                                                        645.00

01  331  01  C-L  GARCIA/CLIFTON        C  850  620.00  570.00  01   08/17/96   12M 02/28/98           200.00    0.00
             2B1B                                                                                        0.00              0.00

01  332  02  C-L  PEREG, ZEEV & RINA    C  850  620.00  595.00  01   06/12/97   12M 06/30/98           210.00    0.00
             2B1B                                                                                        0.00              0.00

01  333  01  C    AHMED,DEDRICK/ANNMAR  C  850  645.00  595.00  01   08/01/96   12M 08/31/97           100.00    0.00
             2B1B                                                                                        0.00              0.00

01  334  01  C    QUESADA, RICKY/LORRI  C  850  645.00  570.00  01   09/14/96   06M 09/30/97           100.00    0.00
             2B1B                                    C   10.00                                           0.00              0.00
                                                        580.00

01  335  01  F    TAYLOR, RITA/DON      C 1054  750.00  695.00  01   11/18/95   12M 08/31/97           120.00    0.00
             2B2B                                                                                        0.00              0.00

01  336  01  E    MACIASZEK, VIRGINIA   C 1054  750.00  695.00  01   11/05/93   011 10/31/94           410.00    0.00     03/97
             2B2B                                                                                        0.00             15.00

01  337  01  B    BAILEY, LULA MAY     D  756   605.00  575.00  01   06/17/90   12M 04/30/98 05/14/97  170.00   350.83    08/96
             1B1B                                                                            06/13/97    0.00              0.00

01  337      B    VACANT                  756   605.00
             1B1B

01  338  01  B    ITO                VL N 756   605.00  595.00  01   07/01/99                            0.00     0.00
             1B1B                                                                                        0.00              0.00

01  338      B    VACANT                  756   605.00
             1B1B

01  339  01  B    HONEYCUTT, FREDETT  N C 756   605.00  595.00  01   01/12/96   06M 05/31/97 06/01/97  225.00    0.00     06/97
             1B1B                                                                            07/06/99    0.00             10.00

01  340  01  B    LUNTZ, HELEN          C 756   605.00  575.00  01   11/01/90   012 04/30/98           170.00    0.00     03/97
             1B1B                                                                                        0.00             25.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 23
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          MOB HILL NORTH                                               SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               13:31:46
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT           LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  341  01  F    KRUTE, PAT MRS.       C 1054  750.00  695.00  01   04/01/91   12M 02/28/98             0.00    0.00     03/97
             2B2B                                                                                        0.00             20.00


01  342  01  F    DIGIOVANNI, DOMENICO  C 1054  750.00  680.00  01   02/12/94   12M 08/31/97           100.00    0.00     03/96
             2B2B                                                                                        0.00             25.00


01  343  01  C    JOHNSTON, MARLEEN     C 850   645.00  615.00  01   01/07/95   12M 02/28/97           200.00   0.00      04/97
             2B1B                                                                                        0.00              5.00

01  344  01  C     KING, MARLEEN        C 850   645.00  595.00  01   04/08/95   06M 10/31/95           110.00   0.00      03/97
             2B1B                                                                                        0.00             10.00

01  345  01  C-L   DAVIS CASSANDRA      C 850   620.00  595.00  01   05/13/95   12M 05/31/98           110.00   0.00      06/96
             2B1B                                                                                        0.00             20.00

01  346  01  C-L   REED, KIM/PAUL       C 850   620.00  585.00  01   08/11/94   12M 10/31/97           110.00   0.00      10/95
             2B1B                                    C   10.00                                           0.00              0.00
                                                        595.00

01  347  04  C     LINDNER, RUTH        C 850   645.00  595.00  01   09/19/95   12M 01/31/98           100.00   0.00
             2B1B                                                                                        0.00              0.00

01  348  02  C     GUANGXIAO, LI/YU LIU C 850   645.00  615.00  01   03/22/97   06M 09/30/97           110.00   0.00
             2B1B                                                                                        0.00              0.00

01  349  01  D     ROSS/ESQUEDA         C 930   695.00  670.00  01   08/18/95   09M 05/31/97           150.00   0.00      06/97
             2B1B                                    C   10.00                                           0.00             10.00
                                                        680.00

01  350  01  D     GOSSAGE, BRENDA      C 930   695.00  650.00  01   08/31/90   06M 12/31/96           210.00   0.00      03/97
             2B1B                                                                                        0.00             25.00

01  351  01  D      GALAN ROBIN/CLOUD S C 930   695.00  670.00  01   05/19/95   12M 05/31/98           210.00   0.00      06/97
             2B1B                                                                                        0.00             20.00

01  352  01  D      NAJERA,RAQUEL,RICAR C 930   695.00  670.00  01   10/25/95   2M 04/30/98            100.00   0.00      05/97
             2B1B                                                                                        0.00             20.00

G1  353  01  D      COHEN, HELEN        C 930   695.00  670.00  01   03/01/96   12M 04/30/98           100.00   10.00-    04/97
             2B1B                                                                                        0.00             10.00

01  354  01  D      SCHNEIDER/ALGUESEVA C 930   695.00  670.00  01   01/28/93   M-M 08/31/94           400.00   0.00     05/97
             2B1B                                                                                        0.00            10.00

01  355  01  D      MOIR, MARY A.       C 930   695.00  670.00  01   03/01/97   06M 08/31/97           100.00   0.00
             2B1B                                                                                        0.00             0.00

01  356  01  D      KOPELEV, SEMION&IV  C 930   695.00  650.00  01   06/05/96   M-M 12/31/96           100.00   0.00     07/97
             2B1B                                                                                        0.00            25.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 24
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          MOB HILL NORTH                                               SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               13:32:30
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT           LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  357  01  R     LAMB, MOSEY          C  670   565.00  565.00  01   06/07/97   06M 12/31/97           150.00      0.00
             1B1B                                                                                         0.00               0.00

01  358  01  Q     MERKEL, KAREN        C  670   565.00  545.00  01   08/15/92   12M 12/31/96           100.00      0.00    03/97
             1B1B                                                                                         0.00              25.00

01  359  01  A     WILLIFORD,NINA DIANE C  670   565.00  545.00  01   09/08/90   06M 02/28/97           275.00      0.00    03/97
             1B1B                                                                                         0.00              10.00

01  360  01  A     TAYLOR DEAN          C  670   565.00  550.00  01   05/20/95   06M 11/30/97           160.00      0.00    06/97
             1B1B                                                                                         0.00              25.00

01  361  01  A-L   MCPHERSON, ARLENE    C  670   540.00  495.00  01   07/10/96   06M 01/31/97           100.00      0.00
             1B1B                                                                                         0.00               0.00

01  362  01  A-L   KRAMER RON & JASON   C  670   540.00  520.00  01   05/11/96   06M 11/30/96           100.00      0.00    06/97
             1B1B                                                                                         0.00              25.00

01  363  01  A-L   THOMAS, EDITH BANKS  C  670   540.00  530.00  01   12/07/95   12M 12/31/96            100.00    555.00
             1B1B                                                                                          0.00              0.00

01  364  01  A-L   GRAUBARD, EVA LIA    C  670   540.00  525.00  01   06/01/97   12M 05/31/98            110.00      0.00
             1B1B                                                                                          0.00              0.00

01  365  01  A     LANDEN, DIANE        C  670   565.00  545.00  01   02/01/97   12M 01/31/98            500.00      0.00
             1B19                                                                                          0.00              0.00

01  366  01  A     MCDONALD, PATRICK    C  670   565.00  545.00  01   07/06/90   12M 11/30/97            150.00      0.00   11/96
             1B1B                                                                                          0.00              0.00

01  367  01  A     HAFNER, ANGELA       C  670   565.00  545.00  01   10/19/96   12M 10/31/97            350.00      0.00
             1B1B                                                                                          0.00              0.00

01  368  01  A     RUPKEY, JOSEPH/JENNI C  670   565.00  535.00  01   08/13/96   12M 08/31/97            110.00      0.00
             1B1B                                                                                          0.00              0.00

01  369  01  A     SCHNEPS BERNARD      C  670   565.00  545.00  01   12/09/94   12M 02/28/98            110.00      0.00   03/97
             1B1B                                                                                          0.00             25.00

01  370  01  A     SHIN, SANG IN/SNE EU C  670   565.00  545.00  01   12/21/96   06M 06/30/97            110.00      0.00
             1B1B                                                                                          0.00              0.00

01  371  01  4     VALENTINE            N  670   565.00  565.00  01   07/18/99                             0.00      0.00
             1B1B                                                                                          0.00              0.00

01  371      A     VACANT                  670   565.00
             1B1B

01  372  02  A     SCALZO-PRELEASE      N  670   565.00  565.00  01   06/26/99                           100.00     0.00
             1B1B                                                                                          0.00              0.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 25
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          NOB HILL NORTH                                               SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               13:33:04
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT           LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  372      A    VACANT                   670  565.00
             1B1B

01  373  01  A    BENNETT, JASON        C  670  565.00   545.00 01   11/06/96   06M 05/31/97           150.00    0.00
             1B1B                                                                                        0.00            0.00

01  374  01  A    JACKSON, CLAUDE/GRAC  C  670  565.00   535.00 01   08/31/96   12M 08/31/97           100.00    0.00
             1B1B                                                                                        0.00            0.00

01  375  01  A    CHMELNIK, MAURICIO    C  670  565.00   535.00 01   08/05/96   09M 05/31/97           150.00    0.00
             1B1B                                                                                        0.00            0.00

01  376  01  A    GUITIERREZ/FINDLEY    C  670   565.00  495.00 01   07/06/96   12M 07/31/97           100.00    0.00
             1B1B                                                                                        0.00            0.00

01  377  01  A-L  LOSS, GARY            C  670   540.00  495.00 01   09/07/96   06M 03/31/98           310.00    0.00
             1B1B                                                                                        0.00            0.00

01  378      A-L  VACANT                   670   540.00
             1B1B

01  379  01  A-1  NGUYEN, DUNG VAN      C  670   540.00  495.00 01   10/15/96  12M  10/31/97           110.00    0.00
             1B1B                                                                                        0.00            0.00

01  380  01  A-L  DU FRANE, NANCY       C  670   540.00  495.00 01   04/06/96  12M  10/31/97           450.00    0.00
             1B1B                                                                                        0.00            0.00

01  381  01  A    JONES, RHYNDA         C  670   565.00  565.00 01   04/01/97  12M  03/31/98           150.00    0.00
             1B1B                                                                                        0.00            0.00

01  382  01  A    FOSTER, CECILIA       C  670   565.00  545.00 01   02/01/85  12M  02/28/98            50.00    0.00   03/97
             1B1B                                                                                        0.00           25.00

01  383  01  A    LRURENCE, TRACY       C  670   565.00  545.00 01   11/23/96  06M  11/30/97           110.00    0.00
             1B1B                                                                                        0.00            0.00

01  384  01  A    GUERRERO ANDREW/PENA  C  670   565.00  540.00 01   06/01/96  12M  05/31/98           110.00    0.00   06/97
             1B1B                                                                                        0.00           40.00

01  385  01  D   MESCHKAT, IONE         C  930   695.00  650.00 01   08/14/96  06M  08/31/97           100.00    0.00
             2B1B                                                                                        0.00            0.00

01  386  01  D   POWELL, STEPHANIE      C  930   695.00  650.00 01   09/06/96  12M  09/30/97           100.00    0.00
             2B1B                                                                                        0.00            0.00

01  387  02  D   HONG, MARIA/JOHNNY     C  930   695.00  695.00 01   06/15/97                          100.00    0.00
             2B1B                                                                                        0.00            0.00

01  388  01  D   MITCHELL, MICHAEL/CA   C  930   695.00  625.00 01   09/21/96  12M  09/30/97           100.00    0.00
             2B1B                                                                                        0.00            0.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 26
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          NOB HILL NORTH                                               SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               13:33:3
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT           LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  389  01  D    ADAMS, LORETTA & GEO  C  930  695.00  670.00   01   02/15/97  12M 02/28/98            200.00   0.00
             2B1B                                                                                         0.00            0.00

01  390  01  D    ODELL M. / SABALA T.  C  930  695.00  650.00   01   07/01/96  M-M 03/31/97            100.00   0.00    07/97
             2B1B                                    C   10.00                                            0.00           25.00
                                                        660.00

01  391  01  D    MORGANSTERN KATHERIN  C  930  695.00  670.00   01   01/27/96  12M 01/31/97            130.00  10.00-   04/97
             2B1B                                                                                         0.00           10.00

01  392  02  D    NGUYEN, THUY          C  930  695.00  670.00   01   04/28/97  12M 04/30/98            100.00   0.00
             2B1B                                                                                         0.00            0.00

01  393  01  C    CORTIMIGLIA, K.       C  850  645.00  595.00   01   01/01/87  12M 08/31/97             50.00   0.00    08/95
             2B1B                                                                                         0.00            0.00

01  394  01  C    GOLDMAN, VIRGINIA     C  850  645.00  595.00   01   10/22/96  12M 10/31/97            110.00  45.00
             2B1B                                                                                         0.00            0.00

01  395  01  C-L  FISCHER, JULIE        C  850  620.00  595.00   01   03/17/97  06M 09/30/97            210.00   0.00
             2B1B                                                                                         0.00            0.00

01  396  01  C-L  VALDEZ/ALONSO         C  850  620.00  595.00   01   09/26/95  06M 09/30/97            200.00   0.00
             2B1B                                    C   10.00                                            0.00            0.00
                                                        605.00

01  397  01  C    SEROTA, HARRY         C  850  645.00  595.00   01   07/06/89  12M 09/30/97            250.00   0.00    10/95
             2B1B                                                                                         0.00           10.00

01  398  01  C    HOLT, DAWN            C  850  645.00  595.00   01   06/13/96  M-M 06/30/97            310.00   0.00    07/97
             2B1B                                                                                         0.00           25.00

01  399  01  F    BROWN, ROBERT,CHERYL C 1054  750.00  695.00   01   02/01/97  12M 01/31/98            200.00   0.00
             2B2B                                                                                         0.00            0.00

01  400  01  F    BELYI, BORIS/ELIZABE  C 1054  750.00  675.00   01   09/23/95  12M 10/31/97            100.00   0.00    11/96
             2B2B                                                                                         0.00            0.00

01  401  01  B    OWEN, KAREN           C 756   605.00  575.00   01   08/14/93  12M 08/31/97            310.00   0.00    09/96
             1B1B                                                                                         0.00            0.00

01  402  01  B    STEWERT MARY          C 756   605.00  S85.00   01   03/26/95  M-M 08/31/96            160.00   0.00    09/96
             1B1B                                                                                         0.00           20.00

01  403  02  B   CARLETON/CANCELLED     O 756   605.00  595.00   01   03/21/97                          100.00   0.00
             1B1B                                                                            03/21/97     0.00            0.00

01  403  03  B   MODICA, CHRISTOPHER    C 756   605.00  595.00   01   05/26/97 12M  05/31/98            100.00   0.00
             1B1B                                                                                         0.00            0.00

01  404  01  B   JOHNSON, BRIAN         C 756   605.00  585.00   01   09/01/92 006  08/31/94            150.00   0.00    03/97
             1B1B                                                                                         0.00           10.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 27
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          NOB HILL NORTH                                               SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               13:34:22
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT           LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R    BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  405  01  F    KAISER CARY ROY       C 1054  750.00   695.00  01   10/01/94  12M 08/31/97            100.00     0.00     03/97
             2B2B                                                                                         0.00               5.00

01  406  01  F    WEBER, JOHN/MARGARET  C 1054  750.00   735.00  01   05/30/97  06M 11/30/S7            200.00     0.00
             2B2B                                                                                         0.00               0.00

01  407  01  C    MUNOZ,ROMAN, VU, HAI  C  850  645.00   595.00  01   05/01/96  06M 07/31/97            100.00     0.00
             2B1B                                                                                         0.0O               0.00

01  408  01  C    USAKOVSKAYA, DINA     C  850  645.00   580.00  01   04/06/96  12M 04/30/97            200.00     0.00     05/97
             2B1B                                                                                         0.00              20.00

01  409  01  C-L  SINCLAIR VERONICA     C  850  620.00   595.00  01   05/11/96  06M 05/30/97            200.00     0.00     06/97
             2B1B                                                                                         0.00              25.00

01  410  01  C-L  BOYD, SAUNDRA         C  850  620.00   610.00  01   08/13/91  M-M 03/28/92            100.00   605.00-    07/97
             2B1B                                                                                         0.00                5.0

01  411  01  C    GORDON MICHAEL, DO N  C  850  645.00   615.00  01   04/01/69  06M 03/31/98 06/16/97   130.00     0.00     04/97
             2B1B                                                                            06/30/99     0.00              20.00

01  412  01  C    CARLOCK, EMILIO/SUSA  C  850  645.00   595.00  01   12/20/96  06M 06/30/97            100.00    10.00-
             2B1B                                                                                         0.00               0.00

C1  413  01  D    NIMRI, REUBEN         C  930  695.00   640.00  01   07/18/92  12M 08/31/97            100.00     0.00     09/96
             2B1B                                                                                         0.00               0.00

01  414  01  D    VARJAS,PHILIP HOPKIN  C  930  695.00   670.00  01   05/29/93  M-M 12/30/93            100.00    10.00     05/97
             2B1B                                    C    10.00                                           0.00              10.00
                                                         680.00
01  415  01  D    YU SUEJIN / YU, SON   C  930  695.00   650.00  01   06/29/95  18M 06/30/98            100.00     0.00     01/96
             2B1B                                                                                         0.00               0.00

01  416  01  D    CORRIGAN, MADGE       C  930  695.00   650.00  01   08/29/93  12M 12/31/96            100.00     0.00     03/97
             2B1B                                                                                         0.00                5.0

61  417  01  D    **HAYES, ANNETTE      C  930  695.00   695.00  01   03/01/90  M-M 03/31/90             50.00     0.00     11/89
             2B1B                                                                                         0.00              10 00

01  418  01  D    CAMPBELL,HARRISON     C  930  695.00   695.00  01   11/26/96  06M 11/30/97            260.00     0.00
             2B1B                                                                                         0.00               0.00

01  419  01  D    PUTNAM KAREN          C  930  695.00   650.00  01   10/14/94  M-M 10/31/97            210.00     0.00     11/96
             2B1B                                                                                         0.00               0.00

G1  420  01  D    KING, VON             C  930  695.00   650.00  01   06/25/96  M-M 06/30/97            310.00     0.00     07/97
             2B1B                                                                                         0.00              25.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 28
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          NOB HILL NORTH                                               SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               13:34:5
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT           LAST DATE
BLD UNIT ID  DESC NAME                   T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R   BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  421  01  A     NOWICKI, RICHARD     C  670  565.00   565.00  01   04/19/97  06M 10/31/97             150.00     0.00
             1B1B                                                                                          0.00             0.00

01  422  01  A     LABER, DAMIAN ABEL    N  670  565.00   565.00  01   06/27/99                          100.00     0.00
             1B1B                                                                                          0.00             0.00

01  422      A     VACANT                   670  565.00
             1B1B

01  423  01  A     CAMP CECILE (PERRY)   C  670  565.00   520.00  01  06/01/96   06M 11/30/97            160.00  2,600.00-  06/97
             1B1B                                                                                          0.00             25.00

01  424  01  A     NASH, SIRPA           C  670  565.00   545.00  01  09/07/89   12M 10/31/97            150.00      0.00   11/9
             1B1B                                                                                          0.00             25.00

01  425  01  G-P   MUNCRIEF/CARTER       C  210  895.00   B60.00  01  08/24/96   06M 08/30/97            110.00      0.00
             2B2B                                                                                          0.00              0.00

01  426  01  6-U   VANDERWORM N/TERRY K  C 1210  870.00   870.00  01  06/01/97   06M 11/30/97            200.00      0.00
                     2B2B                                                                                  0.00              0.00

01  427  02  G-P   IRELAND, DAWN         C 1210  895.00   875.00  01  04/27/97   12M 04/30/98            200.00      0.00
                     2B2B                                                                                  0.00              0.00

01  428  01  G-U   **MCGRIFF, CALVIN     C 1210  870.00   870.00  01  12/04/81   M/M 01/31/82              0.00      0.00   09/9
                     2B2B                                                                                  0.00             25.00

01  429  01  E     SOEHNGE, FRANK        C  942  695.00   660.00  01  08/1B/90   M-M 03/28/91            245.00      0.00   03/9
                     2B1B                                                                                  0.00             5.0

01  430  01  E-NBD LLOYD, KEITH B.       C  942  670.00   645.00  01  02/08/96  12M 02/28/98             200.00      0.00
             2B1B                                                                                          0.00             0.00

01  431  02  E     SPORT PRODUCTION      C  942  695.00   695.00  01  06/18/97  06M 12/31/97             200.00      0.00
             2B1B                                                                                          0.00             0.00

01  432  01  E-NBD ORR MICHAEL & BEAT N  C  942  670.00   640.00  01  10/01/94  06M 05/31/97             110.00      5.00-  10/9
             2B1B                                                                                          0.00             0.00

01  433  01  E     WILLIAMS, CHARLES     C  942  695.00   660.00  01  09/1B/92  12M 02/28/97             160.00      0.00   03/9
             2B1B                                                                                          0.00             25.00

01  434  01  E-NBD MILLER, ADRIENNE      C  942  670.00   645.00  01  04/14/76  12M 02/28/98             100.00      0.00   03/9
             2B1B                                                                                          0.00             15.00

01  435  01  E     LOMONTE, LAURA LEE    C  942  695.00   675.00  01  08/20/88  012 04/30/98             160.00      0.00   05/9
             2B1B                                                                                          0.00             25.00

01  436  01  E-NBD ENGLAND, DAVID/KATHR  C  942  670.00   645.00  01  08/17/96  09M 05/31/98             100.00      0.00
             2B1B                                                                                          0.00             0.0
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 1
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          NOB HILL WEST                                                SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               10:32:37
===================================================================================================================================
             TYPE                        S                                      **  LEASE **  NOTICE   DEPOSIT           LAST DATE
BLD UNIT ID  DESC NAME                   T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R    BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>   <S>                  <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  441  01  E/F/B ENEMAN, EVELYN        C  942  695.00   660.00  01   07/01/74  12M 02/28/98            10.00     0.00      03/97
             2B1B                                                                                         0.00               10.00

01  442  02  E/F/B HIPP, ROBERT          C  942  695.00   660.00  01   09/08/89  M-M 12/31/95           200.00     0.00      03/97
             2B1B                                                                                         0.00                0.00

01  443  02  E/F/B GALKA/GAMEZ           C  942  695.00   675.00  01   05/15/97  12M 05/31/98           200.00     0.00
             2B1B                                                                                         0.00                0.00

01  444  01  E/F/B RUSSELL, BILL/STACY   C  942  695.00   660.00  01   01/01/96  06M 06/30/97 05/30/97  100.00     0.00
             2B1B                                                                             06/30/99    0.00                0.00

01  444  02  E/F/B RITCHIE 5-3-97     PL N  942  695.00   695.00  01   07/29/99                         100.00     0.00
             2B1B                                                                                         0.00                0.00

01  445  01  AL    BROWN, MICHAEL        C  670  540.00   530.00  01   06/09/94  06M 07/31/97           160.00     0.00      03/96
             1B1B                                                                                         0.00               20.00

01  446  05  AL    PAVLOCK, CYNTHIA      C  670  540.00   520.00  01   05/12/95  12M 01/31/98           150.00     0.00      01/96
             1B1B                                                                                         0.00               25.00

01  447  04  CL    MANNING 5-10-97 VL    N  850  620.00   610.00  01   07/01/99                         100.00     0.00
             2B1B                                                                                         0.00                0.00

01  447      CL    VACANT                   850  620.00
             2B1B

01  448  03  CL    GREENWELL, MARK       C  850   620.00  570.00  01   08/12/95  12M 08/31/97           300.00     0.00
             2B1B                                                                                         0.00               0.00

01  449  03  C     YAP,JERRY/GLENDA      C  850   645.00  630.00  01   02/27/94  M-M 01/31/97           110.00     0.00      02/96
             2B1B                                                                                         0.00               10.00

01  450  01  C     GE/SHEN               C  850   645.00  595.00  01   07/13/96  06M 07/31/97           100.00     0.00
             2B1B                                                                                         0.00               0.00

01  451  09  4     GONZALEZ, RENO H      C  670   565.00  545.00  01   08/09/96  M/M 05/31/97           100.00     0.00
             1B1B                                                                                         0.00               0.00

01  452  02  A     NETTLETON PEGGY       C  670   565.00  550.00  01   08/08/92  12M 04/30/98           110.00     0.00      05/97
             1B1B                                                                                         0.00               25.00

71  453      A     VACANT                   670   565.00
             1B1B

01  454  01  A     NESTERGREN, TAMRA     C  670   565.00  550.00  01   06/01/96  M-M 11/30/96 05/31/97  150.00     60.00     06/97
             1B1B                                                                             06/30/99    0.00               25.00

01  455  07  C     FREY, MARK            C  850   645.Q0  615.00  01   06/01/92  06M 11/30/97           310.00      0.00     06/97
             2B1B                                                                                         0.00               20.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 2
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
07                                          NOB HILL WEST                                                SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               10:33:04
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT           LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R    BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  456  02 C     MCCORD, GLORIA        C  850  645.00   615.00  01   07/15/96  06M 10/31/97            310.00     0.00     05/97
            2B1B                                                                                          0.00              20.00

01  457  02 C     BURDETTE, THOMAS      C  850  645.00   595.00  01   02/01/97  06M 07/31/97            150.00     0.00
            2B1B                                                                                          0.00               0.00

01  458  06 C     DELTZ, TROY L NICOLE  C  850  645.00   570.00  01   08/14/96  M-M 02/28/97            100.00     0.00
            2B1B                                                                                          0.00               0.00

01  459  01 AL    RITCHEY, IRENE D.     C  670  540.00   495.00  01   09/14/85  12M 09/30/97             60.00     0.00     06/96
            1B1B                                                                                        200.00              20.00

01  460  05 AL    OCHOA, WYNN M.        C  670  540.00   495.00  01   06/27/96 M-M 12/31/96             110.00     0.00
            1B1B                                                                                          0.00               0.00

01  461  01 A     ECBY/FUQUA            C  670  565.00   545.00  01   03/01/96 M-M 02|28/97   06/19/97  160.00     0.00     03/97
            1B1B                                                                              06/30/99    0.00              10.00

01  462  04 A     ROBERTS, MARY K       C  670  565.00   565.00 01    06/14/97 06M 12/31/98             200.00     0.00
            1B1B                                                                                          0.00               0.00

01  463  04 AL    SATTER, HAROLD        C  670  540.00   520.00 01    05/09/91 12M 03/31/98              160.00    0.00     04/97
            1B1B                                                                                           0.00             25.00

01  464  07 AL    SINGH, SANDIP          C  670  540.00   520.00 01    07/10/93 M-M 06/30/94             110.00    0.00     01/96
            1B1B                                                                                           0.00             25.00

01  465  01 AL    LEVINE, JAN BARI      C  670  540.00   495.00 01    10/01/88 12M 04/30/98               10.00    0.00     05/97
            1B1B                                                                                           0.00              0.00

01  466  02 AL    QUINCY, ROCHELLE      C  670  540.00   495.00 01    10/05/96 M-M 04/30/97 05/21/97     100.00    82.50
            1B1B                                                                            06/25/99       0.00              0.00

01  467  02 A     LIM, SEONG L MYUNG    C  670  565.00   545.00 01    12/02/96 06M 06/30/97              160.00     0.00
            1B1B                                                                                           0.00              0.00

01  468  08 A     BEATY, STEVE          C  670  565.00   525.00 01    06/27/96 12M 06/30/97 06/16/97     110.00     0.00
            1B1B                                                                            06/30/99       0.00              0.00

01  469  03 A     POWELL, DEBRA         C  670  565.00   545.00 01    05/09/92 M-M 02/28/97              360.00     0.00     03/97
            1B1B                                                                                           0.00              25.00

01  470  02 A     SHARAH,SHYAM          C  670  565.00   545.00 01    11/01/94 12M 10/31/97              100.00     0.00     11/96
            1B1B                                                                                           0.00              25.00

01  471  04 A     STEINFELD. FRED       C  670  565.00   565.00 01    11/13/92 M-M 01/31/97              110.00     0.00     04/97
            1B1B                                                                                           0.00              20.00

01  472  06 A     INGLAT, MARIE         C  670  565.00   525.00 01    01/17/95 12M 03/31/98              110.00     0.00     04/97
            1B1B                                                                                           0.00              25.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 3
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
11                                          NOB HILL WEST                                                SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               10:33:49
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT           LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  473  04  A    WATSON, MARILYN       C  670  565.00  510.00   01   11/09/91  12M 02/28/98           210.00    0.00   02/96
             1B1B                                                                                        0.00           25.00

01  474  01  A    BASS/RIPKA            C  670  565.00  525.00   01   05/18/96  12M 05/31/98           310.00    0.00   06/97
             1B1B                                                                                        0.00           25.00

01  475  01  A    SHERMAN, SELMA        C  670  565.00  550.00   01   02/06/88  12M 04/30/98            50.00    0.00   05/97
             1B1B                                                                                        0.00           25.00

01  476  01  A    GHAFOURI 6-23-97   VL N  670  565.00  565.00   01   07/01/99                           0.00    0.00
             1B1B                                                                                        0.00            0.00

01  476      A    VACANT                   670  565.00
             1B1B

01  477  02  A    MILLER, DEBBIE        C  670  565.00  545.00   01   07/18/91  12M 02/28/98           160.00   0.00    03/97
             1B1B                                                                                        0.00           25.00

01  478  01  A    STERLING, DEBDRAH     C  670  565.00  545.00   01   10/23/88  12M 02/28/98           100.00   0.00    03/97
             1B1B                                                                                        0.00           10.00

01  479  05  AL   KLEIN,LILLIAN         C  670  540.00  525.00   10   8/06/94   12M 04/30/98           100.00   0.00    03/96
             1B1B                                                                                        0.00           25.00

01  480  07  AL   ROSE, SCOTT           C  670  540.00  525.00   01   03/10/95  06M 09/30/97           300.00    0.00   04/97
             1B1B                                                                                        0.00           25.00

01  481  06  AL   KHAN,IMRAN            C  670  540.00  525.00   01   12/08/94  06M 07/31/97           100.00    0.00   03/96
             1B1B                                                                                        0.00           25.00

01  482  02  AL   ENRIOUEZ, LOUDELIZA   C  670  540.00  520.00   01   09/07/91  12M 04/30/98           110.00    0.00   05/97
             1B1B                                                                                        0.00           25.00

01  483  01  A    SINGER, MURRAY        C  670  565.00  665.00   01   05/09/97  03M 08/31/97           150.00    0.00
             1B1B                                                                                        0.00            0.00

01  484  08  A    MACNAUGHTON, MELINDA  C  670  565.00  535.00   01   08/09/96  M-M 02/28/97           300.00    0.00
             1B1B                                                                                        0.00            0.00

01  485  02  D    HAMID. ASIM           C  930  695.00  660.00   01   09/01/92  12M 06/30/97           200.00    0.00   07/96
             2B1B                                                                                        0.00           10.00

01  486  01  D   SIMPSON, ROBERT        C  930  695.00  625.00   01   06/13/96  12M 06/30/97           200.00    0.00
             2B1B                                                                                        0.00            0.00

01  487  03  D   GOLUB, RACHEL          C  930  695.00  650.00   01   02/07/91  12M 02/28/98           200.00    0.00   03/97
             2B1B                                                                                        0.00           10.00

01  488  02  D   WELSH, RITA            C  930  695.00  670.00   01   11/01/89  M-M 01/31/97           210.00    0.00   04/97
             2B1B                                                                                        0.00           20.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 4
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
11                                          NOB HILL WEST                                                SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               10:34:27
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT           LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01 489   01  D    MOONEY, JOHN K.       C  930  695.00  660.00   01   04/15/96  06M  10/31/97           110.00    0.00   05/97
             2B1B                                                                                         0.00           25.00

01 490   01  D    BENDER/LONG           C  930  695.00  650.00   01   05/25/96  12M  05/31/98           100.00    0.00   06/97
             2B1B                                                                                         0.00           25.00

01 491   01  D    GROVEMAN, JACK/FANNI  C  930  695.00  670.00   01   01/14/89  M-M  01/31/97           100.00    0.00   04/97
             2B1B                                                                                       200.00           20.00

01 492   02  D    BASTIDAS, DEBORAH     C  930  695.00  670.00   01   10/01/89  M-M  01/31/97           200.00    0.00   04/97
             2B1B                                                                                         0.00           20.00

01 493   04  C    PEREZ 5-30-97      VL N  850  645.00  645.00   01   06/28/99                          100.00    0.00
             2B1B                                                                                         0.00            0.00

01 493       C    VACANT                   850  645.00
             2B1B

01 494   02  C    HALL, RANDAL          C  850  645.00  575.00   01   01/12/95  12M  07/31/97           300.00    0.00
             2B1B                                                                                         0.00            0.00

01 495   03  CL   DUCHE, JANE C.        C  850  620.00  595.00   01   03/17/95  12M  01/31/98           100.00    0.00   04/96
             2B1B                                                                                         0.00           10.00

01 496   01  CL   LIU/CHEN              C  850  620.00  570.00   01   06/15/96  06M  06/30/97           100.00    0.00
             2B1B                                                                                         0.00            0.00

01 497   01  C    ANDERSON, JAMES       C  850  645.00  615.00   01   04/06/96  M-M  04/30/97           100.00    0.00   05/97
             2B1B                                                                                         0.00           20.00

01 498   03  C    JORDAN, CHERYL        C  850  645.00  615.00   01   06/16/95  M-M  06/30/96           400.00    0.00   04/97
             2B1B                                                                                         0.00           20.00

01 499   03  F    SOMAN, KIZHAKE        C  1054 750.00  695.00   01   06/23/92  M-M  12/31/95           110.00    0.00   03/97
             2B2B                                                                                         0.00           20.00

01 500   09  F    ALMAGOR/MULLA MULLA   C  1054 750.00  695.00   01   09/01/96  M-M  02/28/97           100.00    0.00
             2B2B                                                                                         0.00            0.00

01 501   01  B    VEGA, JUAN            C  756  605.00  595.00   01   04/05/97  12M  04/30/98           110.00    0.00
             1B1B                                                                                         0.00            0.00

01 502   05  B   MCPHERSON. EILEEN      C  756  605.00  585.00   01   01/29/94  M-M  02/28/97          110. 00    0.00   03/97
             1B1B                                                                                         0.00           10.00

01 503   05  B   LIMPUS, DOROTHY        C  756  605.00  585.00   01   11/13/95  12M  01/31/98           110.00    0.00
             1B1B                                                                                         0.00            0.00

01 504   03  B   FOWLER 6-19-97      VL N  756  605.00  605.00   01   06/28/97  12M                       0.00            0.00
             1B1B                                                                                         0.00            0.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 5
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
11                                          NOB HILL WEST                                                SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               10:35:05
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT           LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  504  01  B    VACANT                   756  605.00
             1B1B

01  505  01  F    OFFHAN, MORRIS        C  1054 750.00  695.00   01   11/15/B4  12M  03/31/98            20.00    0.00   03/97
             2B2B                                                                                         0.00           20.00

01  506  01  F   KUPERBERG, SHIRLEY     C  1054 750.00  675.00   01   08/05/74  12M  09/30/97            60.00    0.00   08/96
             2B2B                                                                                         0.00           25.00

01  507  01  C   NEUMAN, LILLIAN        C  850  645.00  575.00   01   04/01/74  12M  01/31t98            10.00    0.00   02/96
             2B1B                                                                                         0.00           25.00

01  508  04  C   HUBAND, MICHAEL LINN   C  850  645.00  595.00   01   06/28/96  06M  06/30/97 05/30/97  110.00    0.00
             2BIB                                                                             07/11/99    0.00            0.00

01  508  05  C   SERICE 6-3-97       PL N  850  645.00  645.00    01  07/26/99                          100.00    0.00
             2B1B                                                                                         0.00            0.00

01  509  01  CL  TIPTON, STEPHEN S.     C  850  620.00  605.00    01  01/01/96  M-M  12/31/96           110.00   610.00-
             2B1B                                                                                         0.00            O.00

01  510  02  CL  CLARK,SARAH            C  850  620.00  600.00    01  11/06/93  12M  01/31/98           320.00     0.00  01/96
             2BIB                                                                                         0.00           25.00

01  511  01  C   MURRAY, TIMOTHY        C  850  645.00  595.00    01  05/25/96  06M  11/30/97           500.00     0.00  06/97
             2B1B                                                                                         0.00           25.00

01  512  01  C   LAROCHE, CLARA         C  850  645.00  620.00    01  03/03/84  06M  07/31/97            10.00           01/96
             2B1B                                                                                         0.00           25.00

01  513  02  D    COOPER, CHARISSE      C  930  695.00  650.00    01  02/15/97  12M  02/28/98           100.00     0.00
             2B1B                                                                                         0.00            0.00

01  514  02  D    MAHAN, MICHAEL        C  930  695.00  650.00    01  10/05/96  M-M  04/30/97           110.00     0.00
             2B1B                                                                                         0.00            0.00

01  515  01  D    VALDES, BARBARA       C  930  695.00  660.00    01  12/12/95  12M  01/31/98           110.00     0.00
             2B1B                                                                                         0.00            0.00

01  516  02  D    RUST, MARK            C  930  695.00  650.00    01  07/27/94  06M  07/31/97 05/14/97  160.00     0.00  11/96
             2B1B                                                                             06/30/99    0.00           10.00

01  516  04  D   KUREK 6-6-97        PL N  930  695.00  695.00    01  07/09/99                            0.00     0.00
             2B1B                                                                                         0.00            0.00

01  517  07  D   TURNER, LAWANDA        C  930  695.00  650.00    01  12/26/96  06M  06/30/97           100.00     0.00
             2B1B                                                                                         0.00            0.00

01  518  02  D   LUMAN,BETTY            C  930  695.00  650.00    01  11/03/94  M-M  04/30/95           410.00     0.00  03/97
             2B1B                                                                                         0.00           25.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 6
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
11                                          NOB HILL WEST                                                SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               10:35:43
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT           LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  519  01  D    ROBINS. GERARD        C  930  695.00  650.00   01   07/12/89  06M  12/31/97           200.00            11/96
             2B1B                                                                                         0.00            10.00

01  520  01  D    BERNSTEIN, INA        C  930  695.00  650.00   01   06/01/79  M/M  05/31/97            10.00     0.00
             2B1B                                                                                         0.00             0.00

01  521  01  A    TREVINO/GUARDIOLA     C  670  565.00  565.00   01   03/30/97  06M  09/30/97           150.00     0.00
             1B1B                                                                                         0.00             0.00

01  522  03  A    NINO, JAIME & LUZ     C  670  565.00  565.00   01   10/07/95  06M  10/31/97           110.00     0.00   04/97
             1B1B                                                                                         0.00            20.00

01  523  01  A    MORROW, ALAN          C  670  565.00  525.00   01   05/02/96  06M  07/31/97           110.00     0.00
             1B1B                                                                                         0.00             0.00

01  524  07  A   FRAMPTON, JOANN        C  670  565.00  665.00   01   04/04/97  03M  07/31/97           100.00     0.00
             1B1B                                                                                         0.00             0.00

01  525  03  F   ROSENBERG, HANA        C  1054 750.00  695.00   01   07/24/95  12M  09/30/97           100.00     0.00   08/96
             2B2B                                                                                         0.00            20.00

01  526  04  F   ISLAM, NAZRUL          C  1054 750.00  710.00   01   06/26/92  M-M  04/30/97           120.00     0.00   05/97
             2B2B                                                                                         0.00            25.00

01  527  03  A   WATTS, SALLIE          C  670  565.00  525.00   01   06/29/96  12M  06/30/97           100.00     0.00
             1B1B                                                                                         0.00             0.00

01  528  03  A   MORTON, ELIZABETH      C  670  565.00  545.00   01   04/13/93  12M  10/31/97           400.00     0.00   11/96
             1B1B                                                                                         0.00            10.00

01  529  01  A   CORTES, JOSE C.        C  670  565.00  550.00   01   05/01/96  12M  04/30/98           160.00     0.00   05/97
             1B1B                                                                                         0.00            25.00

01  530  02  A   SCHWARTZ, RUSSELL M.   C  670  565.00  545.00   01   01/29/96  12M  01/31/98           110.00 1,090.00-
             1B1B                                                                                         0.00             0.00

01  531  02  GP  KING, SARA             C  1210 895.00  860.00   01   12/14/96  09M  09/30/97           110.00     0.00
             2B2B                                                                                         0.00             0.00

01  532  01  GL  THERAPIST UNLIMIT      C  1210 870.00  860.00   01   07/01/96  M-M  07/31/96            10.00      0.00
             2B2B                                                                                         0.00             0.00

01  533  04  GP  LEVY, DOROTHY          C  1210 895.00 875.00   01   05/01/97   12M  04/30/98           120.00      0.00
             2B2B                                                                                         0.00             0.00

01  534  02  GL  TAYLOR, DANIEL         C  1210 870.00 835.00   01 01/02/97     12M 01/31/98            310.00    835.00-
             2B2B                                                                                         0.00             0.00

01  535  01  A   **OFFICE               C  670  565.00 565.00   01 04/01/85     M-M 04/30/85              0.00      0.00  07/96
             1B1B
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 7
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
11                                          NOB HILL WEST                                                SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               10:36:23
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT           LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  536  04  A    WU, NORMAN            C  670  565.00  525.00   01   08/05/96  12M  08/31/97           100.00   0.00
             1B1B                                                                                         0.00            0.00

01  537  07  B    STEVENS, MILDRED      C  756  605.00  595.00   01   04/01/93  12M  03/31/98            60.00    0.00   04/97
             1B1B                                                                                         0.00           20.00

01  538   03 B    GUIDRY,GENEVA         C  756  605.00  550.00   01   11/01/94  06M  06/30/97           675.00   20.00   11/95
             1B1B                                                                                         0.00           25.00

01  539   04 B    HOLLIDAY MAUDE        C  756  605.00  550.00   01   06/01/93  12M  08/31/97           110.00    0.00   06/96
             IB1B                                                                                         0.00           25.00

01  540   01 B    FAIGEN, VALERIE       C  756  605.00  575.00   01   02/15/89  M-M  08/31/96           150.00    0.00   09/96
             1B1B                                                                                         0.00           25.00

01  541   01 B    FLOYD, JEWEL          C  756  605.00  575.00   01   01/28/89  12M  09/30/97           110.00    0.00   09/96
             1B1B                                                                                         0.00           25.00

01  542   03 B    FUCHS, EDWARD         C  756  605.00  585.00   01   08/15/92  06M  08/31/97           170.00    0.00   03/97
             1B1B                                                                                         0.00           10.00

01  543   01 B    PERKINS, MARY ALENA   C  756  605.00  585.00   01   06/13/89  M-M  12/31/89           160.00    0.00   03/97
             1B1B                                                                                         0.00           10.00

01  544   08 B    MCANALLY, MARGARET    C  756  605.00  575.00   01   08/01/92  12M  08/31/97            60.00    0.00   09/96
             1B1B                                                                                         0.00           25.00

01  545   01 A    WHITCOMB/MCELVEEN     C  670  565.00  565.00   01   04/10/97  06M  10/31/97           160.00    0.00
             1B1B                                                                                         0.00            0.00

01  546   04 A    TRAN/LIEN             C  670  565.00  545.00   01   08/23/95  12M  08/31/97           500.00    0.00
             1B1B                                                                                         0.00            0.00

01  547   05 E-P  GHANI 6-9-97       VL N  942  705.00  705.00   01   07/11/99                            0.00    0.00
             2B1B                                                                                         0.00            0.00

01  547      E-P  VACANT                   942  705.00
             2B1B

01  548   01 E-W  THOMPSON,JAMES       C   942  670.00  640.00   01   07/07/94  12M  07/31/97           100.00    0.00   08/96
             2B1B                                                                                         0.00           25.00

01  545   01 E-P  FRANKFORT, ABE       C   942  705.00  670.00   01   05/05/80  12M  02/28/98             0.00    0.00   03/97
             2B1B                                                                                         0.00           10.00

01  550   03 E-N  KARPAY, BONNIE       C   942  670.00  645.00   01   12/21/92  12M  02/28/98           200.00    0.00   03/97
             2B1B                                                                                         0.00           15.00

01  551   11 E-P  CAMP, KENNETH & DANA C   942  705.00  685.00   01   04/12/97  06M  10/31/97           100.00    0.00
             2B1B                                                                                         0.00            0.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 8
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
11                                          NOB HILL WEST                                                SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               10:37:01
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT           LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  552  03  E-W  ELLIS, JACQUELINE     C  942  670.00  645.00   01   12/10/94  12M  02/28/98           100.00    0.00   03/97
             2B1B                                                                                         0.00           15.00

01  553  04  E-P  THOMPSON/MOEHLE       C  942  705.00  670.00   01   12/21/96  06M  06/30/97           200.00    0.00
             2B1B                                                                                         0.00            0.00

01  554  04  E-W  SELLE, TYLER/STACEY   C  942  670.00  635.00   01   01/27/96  12M  07/31/97           110.00    0.00
             2B1B                                                                                         0.00            0.00

01  555  04  AL   ALFANO, BRENDA        C  670  540.00  520.00   01   09/16/95  06M  07/31/97           100.00    0.00
             1B1B                                                                                         0.00            0.00

01  556  03  AL   SHOWN, RITA           C  670  540.00  520.00   01   12/01/96  12M  11/30/97           100.00    0.00
             1B1B                                                                                         0.00            0.00

01  557  02  AL   WALT, GREGORY         C  670  540.00  495.00   01   01/30/93  12M  08/31/97           150.00    0.00   09/95
             1BIB                                                                                         0.00           25.00

01  558   01 AL   VAUGHAN, TAMMY        C  670  540.00  565.00   01   06/07/97  12M  06/30/98           100.00    0.00
             1B1B                                                                                         0.0O            0.00

01  559   02 A    MUSTACHIO, ROSALIE    C  670  565.00  520.00   01   07/09/90  12M  08/31/97           160.00    0.00   03/96
             1B1B                                                                                         0.00           25.00

01  560   05 A    GREEN, PATRICIA       C  670  565.00  565.00   01   10/07/95  M-M  04/30/96           160.00    0.00   04/97
             1BIB                                                                                         0.00           20.00

01  561   01 A    SERICE, VALERIE       C  670  565.00  525.00   01   06/29/96  06M  09/30/97           110.00    0.00
             1B1B                                                                                         0.00            0.00

01  562   04 A    FOWLER,DEBRA          C  670  565.00  545.00   01   11/11/94  12M  04/30/98           300.00    0.00   03/97
             1B1B                                                                                         0.00           25.00

01  563   06 A    LABIT, RENICE/ANNA    C  670  565.00  565.00   01   05/23/97  06M  11/30/97           100.00    0.00
             1B1B                                                                                         0.00            0.00

01  564   04 A    BUCEK, TINA           C  670  565.00  545.00   01   10/05/96  M-M  04/30/97           100.00    0.00
             1B1B                                                                                         0.00             0.00

01  565   07 A    **MODEL APT.          C  670  565.00  565.00   01   05/16/95  M-M  05/31/95             0.00    0.00    07/96
             1B1B                                                                                         0.00            10.00

1   566   02 A   KLITSAS, GEORGE        C  670  565.00  545.00   01   11/09/96  12M  05/31/98            100.00   0.00
             1B1B                                                                                          0.00            0.00

1   567   01 A   DAVIS, BETTIE          C  670  565.00  565.00   01   05/31/97  12M  05/31/98            100.00   0.00
             1B1B                                                                                          0.00            0.00

1   568   02 A   FINGER, JENNIFER       C  670  565.00  545.00   01   10/28/95  12M  10/31/97            110.00   0.00
             1B1B                                                                                          0.00            0.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 9
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
11                                          NOB HILL WEST                                                SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               10:37:40
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT           LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>                <C>       <C>   <C>
01  569  02  A    RAHMIN, AREZOO        C  670  565.00  545.00   01   02/04/95  M-M  02/28/97           310.00    0.00   03/97
             1B1B                                                                                         0.00           25.00

01  570  02  A    GIMBLE, JEFF          C  670  565.00  545.00   01   12/31/96  06M  06/30/97           100.00    0.00
             1B1B                                                                                         0.00            0.00

01  571      AL   VACANT                   670  540.00
             1B1B

01  572  02  AL   WILLIAMS, DAVID C.    C  670  540.00  520.00   01   12/23/96  06M  12/31/97           150.00    0.00
             1B1B                                                                                         0.00            0.00

01  573  04  AL   BERR, JONATHAN        C  670  540.00  520.00   01   11/10/96  12M  11/30/97           255.00    0.00
             1B1B                                                                                         0.00            0.00

01  574  04  AL   MCMAHON,JULIANNE      C  670  540.00  495.00   01   09/29/96  06M  09/30/97           110.00    0.00
             1B1B                                                                                         0.00            0.00

01  575  08  A    MIDDLEMAN, BESSIE     C  670  565.00  555.00    0   08/13/95  12M  03/31/98           110.00    0.00   04/97
             1B1B                                                                                         0.00            0.00

01  576  06  A    MORRISON, TANYA       C  670  565.00  545.00   01   03/01/97  12M  02/28/98           320.00    0.00
             1B1B                                                                                         0.00            0.00

01  577  01  A    LEVY 6-18-97       VL N  670  565.00  565.00   01   07/01/99                            0.00    0.00
             1B1B                                                                                         0.00            0.00

01  577      A    VACANT                   670  565.00
             1B1B

01  578  05  A    WEBB,LEE              C  670  565.00  550.00   01   05/20/94  M-M  04/30/97           110.00 1650.00-  06/97
             1B1B                                                                                         0.00           25.00

01  579  07  F    WILLMON, LISA/PAUL    C  1054 750.00  695.00   01   08/09/96  12M  08/31/97           300.00    0.00
             2B2B                                                                                         0.00            0.00

01  580  02  F    KATZ, HOWARD/PAULINE  C  1054 750.00  670.00   01   04/24/93  12M  04/30/98           120.00    0.00   05/97
             2B2B                                                                                         0.00            0.00

01  581  01  AL   SCOTT, OCIE ELLA      C  670  540.00  525.00   01   06/01/85  12M  04/30/98            50.00    0.00   05/97
             1B1B                                                                                         0.00           25.00

01  582  04  AL   COOPER, BRENDA        C  670  540.00  495.00   01   09/15/96  12M  09/30/97           110.00    0.00
             1B1B                                                                                         0.00            0.00

01  583  02  F    DOCTOR'S HOSPITAL     C  1054 750.00  715.00   01   05/01/96  12M  04/30/98           100.00    0.00   05/97
             2B2B                                                                                         0.00           20.00

01  584  11  F    MARQUINES/GUEVARA     C  1054 750.00  695.00   01   11/01/96  M-M  04/30/97           200.00    0.00
             2B2B                                                                                         0.00            0.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 10
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
11                                          NOB HILL WEST                                                SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               10:38:18
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT           LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  585  02  B    LARY, SHIRLEY         C  756  605.00  575.00   01   05/20/90  12M  12/31/97           160.00    0.00   10/96
             1B1B                                                                                         0.00           25.00

01  586  01  B    FLUSSER, GIDEON       C  756  605.00  5B5.00   01   06/27/96  12M  06/30/97 06/21/97  100.00    0.00
             1B1B                                                                             06/30/99    0.00            0.00

01  587  04 8     PINCKARD, NADYNE H.   C  756  605.00  565.00   01   12/02/92  12M  02/28/98           110.00    0.00   03/96
            1B1B                                                                                          0.00           25.00

01  588  01 B     MARGOSH, RACHELLE     C  756  605.00  565.00   01   07/01/85  12M  02/28/98            10.00    0.00   03/97
            1B1B                                                                                          0.00           20.00

01  589  04 C     GELDART, EDWARD K.    C  850  645.00  615.00   01   08/24/91  12M  03/31/98           210.00    0.00   04/97
            2B1B                                                                                          0.00           15.00

01  590  04 C     ROBUCK, DAVID         C  850  645.00  595.00   01   07/12/96  12M  04/30/98           100.00    0.00   05/97
            2B1B                                                                                          0.00           25.00

01  591  01 C     SCHAPIRO, TIMOTHY     C  850  645.00  625.00   01   04/01/96  12M  03/31/98           210.00    0.00
            2B1B                                                                                          0.00            0.00

01  592  05 C     DOROCHENKO, ALLA      C  850  645.00  595.00   01   09/03/96  12M  09/30/97           110.00    0.00
            2B1B                                                                                          0.00            0.00

01  593  01 C     PEREIRA, EDITH        C  850  645.00  620.00   01   06/25/85  12M  12/31/97            50.00    0.00   01/96
            2B1B                                                                                        200.00           25.00

01  594  10 C     MILLER, BARBARA       C  850  645.00  595.00   01   06/27/96  12M  06/30/97           100.00    0.00
            2B1B                                                                                          0.00            0.00

01  595  02 C     MCGILVRAY, DOROTHY    C  850  645.00  610.00   01   07/01/90  12M  01/31/98           210.00    0.00   09/95
            2B1B                                                                                          0.00           30.00

01  596  03 C     GOODMAN,STEVEN        C  850  645.00  595.00   01   08/06/92  09M  08/31/97           100.00    0.00   09/94
            2B1B                                                                                          0.00           20.00

01  597  11 A     GIBBS, JOHNATHAN      C  670  565.00  545.00   01   03/01/97  06M  08/31/97           100.00    0.00
            1B1B                                                                                         0.00             0.00

01  598  04 A     JOINER,REBECCA        C  670  565.00  535.00   01   02/03/94  12M  08/31/97           160.00    0.00   09/96
            1B1B                                                                                          0.00           15.00

01  559  08 A     GLENN, ALLISON        C  670  565.00  545.00   01   04/15/95  12M  09/30/97           310.00    0.00   10/96
            1B1B                                                                                          0.00           25.00

01  600  02 A     GROVER, LAUREN        C  670  565.00  550.00   01   07/12/96  M-M  04/30/97           300.00    0.00   05/97
            1B1B                                                                                          0.00           25.00

01  601  01 F     FISHER, MR. AND MRS.  C 1054  750.00  695.00   01   07/20/85  12M  02/28/9B            60.00    0.00   03/97
            2B2B                                                                                          0.00           20.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 11
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
11                                          NOB HILL WEST                                                SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               10:38:57
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT           LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  602  04  F    ROSSUM, VIVIAN        C  1054 750.00  695.00   01   09/11/93  12M  10/31/97           100.00    0.00   11/96
             2B2B                                                                                         0.00           20.00

01  603  05  B    KAUFMAN 6-23-97    VL N  756  605.00  605.00   01   07/01/99                            0.00    0.00
             1B1B                                                                                         0.00            0.00

01  603      B  VACANT                     756  605.00
             1B1B

01  604  01 B  THOMPSON, TINISHA        C  756  605.00  595.00   01   03/01/97  06M  08/31/97           110.00    5.00-
            1B1B                                                                                          0.00            0.00

01  605  08 B  IMADUDDIN, SYED          C  756  605.00  585.00   01   01/15/97  06M  07/31/97           110.00    0.00
            1B1B                                                                                          0.00            0.00

01  606  04 B  DEAN, JANICE             C  756  605.00  575.00   01   07/08/94  M-M  07/31/96           100.00    0.00   08/96
            1B1B                                                                                          0.00           25.00

01  607  01 C  BURCHFIELD/BRINER        C  850  645.00  600.00   01   05/20/95  12M  05/31/98           300.00    0.00   06/97
            2B1B                                                                                          0.00           25.00

01  608  03 C  LUEG/STEINHOFF           C  850  645.00  595.00   01   05/01/97  06M  10/31/97           100.00    0.00
            2B1B                                                                                          0.00            0.00

01  609  05 C  MCMAHAN, HARRY/NELLIE    C  850  645.00  595.00   01   01/04/97  12M  01/31/98           100.00    0.00
            2B1B                                                                                          0.00            0.00

01  610  01 C  DAGUE, MICHAEL           C  850  645.00  630.00   01   08/30/85  M-M  03/31/86            50.00    0.00   03/96
            2B1B                                                                                          0.00           20.00

01  611  04 C  KIBBE, RYAN & KAREN      C  850  645.00  595.00   01   01/01/97  06M  06/30/97           150.00    0.00
            2B1B                                                                                          0.00            0.00

01  612  06 C  CHELLIAH, KANNAN         C  850  645.00  630.00   01   04/26/93  12M  04/30/98           110.00    0.00   03/96
            2B1B                                                                                          0.00           20.00

01  613  02 C  SCHRYNEMEECKERS, LOU     C  850  645.00  615.00   01   03/14/91  12M  03/31/98           210.00    0.00   04/97
            2B1B                                                                                          0.00            0.00

01  614  02 C  MAUGANS/BOTTORF          C  850  645.00  595.00   01   05/30/97  12M  05/31/98           100.00    0.00
            2B1B                                                                                          0.00            0.00

01  615  06 A  BUTLER, MARY FRANCES     C  670  565.00  535.00   01   03/01/92  12M  03/31/98            50.00    0.00   04/97
            1B1B                                                                                          0.00           15.00

01  616  05 A  BURDIN, JOHN             C  670  565.00  545.00   01   01/28/94  06M  08/31/97           300.00   0.00    03/97
            1B1B                                                                                          0.00           25.00

01  617  01 E  GAMMAGE, DAVID           C  1054 750.00  715.00   01   04/04/96  06M  10/31/97           200.00   0.00    05/97
            2B2B                                                                                          0.00           20.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 12
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
11                                          NOB HILL WEST                                                SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               10:39:35
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT           LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>   <C>       <C>  <C>               <C>      <C>     <C>
01  618  04  F    ANDERSON, HAGAR        C  1054 750.00  715.00  01    11/25/95  M-M  11/30/96           290.00    0.00    04/97
             2B2B                                                                                         0.00            20.00

01  619  02  A    HELMKE, CHRISTOPHER   C  670  565.00  565.00  01    08/08/95  12M  03/31/98           100.00    0.00    04/97
             1B1B                                                                                         0.00            20.00

01  620  01  A    BAUMGARTNER, LYNN     C  670  565.00  545.00  01    05/01/85  M-M  05/31/89            50.00    0.00    02/96
             1B1B                                                                                         0.00            25.00

01  621  01  F    MARTIN, J. L.         C  1054 750.00  715.00  01    03/01/98  M-M  06/30/90            10.00   15.00-   04/97
             2B2B                                                                                         0.00            20.00

01  622  03 F     MOORE/BABB            C  1054 750.00  695.00  01    02/01/97  12M  01/31/9B           110.00    0.00
             2B2B                                                                                         0.00             0.00

01  623  03 A     BRADBURN, DOROTHY S.  C  670  565.00  565.00  01    08/14/95  12M  03/31/98           100.00    0.00    04/97
            1B1B                                                                                          0.00            20.00

01  624  03 A     COOPER,TOBIN          C  670  565.00  545.00  01    01/15/95  06M  10/31/97           100.00    0.00    03/97
            1B1B                                                                                          0.00            25.00

01  625  02 CL    GUILLORY, DONALD      C  850  620.00  595.00  01    03/29/97  06M  09/30/97           100.00    5.33
            2B1B                                                                                          0.00             0.00

01  626  02 CL    MOSQUEDA, STEVEN      C  850  620.00  570.00  01    06/11/96  12M   06/30/98          110.00    0.00
            2B1B                                                                                          0.00             0.00

01  627  03 C     CANJI, MIRKO/MARTHA   C  850  645.00  595.00  01    08/10/96  M/M   05/31/97          100.00  620.00
            2B1B                                                                                          0.00             0.00

01  62B  02 C     MORRIS/AXTELL         C  850  645.00  595.00  01    06/17/95  12M   08/31/97          100.00    0.00
            2B1B                                                                                          0.00             0.00

01  629  04 C     KIRSHBAUM, DANIEL     C  850  645.00  620.00  01    05/15/93  M-M   11/30/93          100.00    0.00    01/96
            2B1B                                                                                          0.00            25.00

01  630  07 C     DE OLIVEIRA, MAURO    C  850  645.00  595.00  01    08/17/96  12M   08/31/97          110.00    0.00
            2B1B                                                                                          0.00             0.00

01  631  02 CL    MATHEWS, RAJY         C  850  620.00  570.00  01    06/15/96  12M   06/30/97 05/30/97 110.00    0.00
            2B1B                                                                               07/03/99   0.00             0.00

01  631  04 CL    HUNTER 6-16-97     PL N  850  620.00  620.00  01    08/01/99                            0.00             0.00
            2B1B                                                                                          0.00             0.00

01  632  02 CL   FAULKNER/KERNE         C  850  620.00  570.00  01    07/01/96  06M   06/30/97          100.00             0.00
            2B1B                                                                                          0.00             0.00

01  633  05 B     FAIGEN, LINDA         C  756  605.00  585.00  01    09/27/95  12M   09/30/97          100.00    0.00    10/96
            1B1B                                                                                          0.00            10.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 13
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
12                                          NOB HILL WEST                                                SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               09:00
===================================================================================================================================
             TYPE                         S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                    T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C> <C>  <C>   <S>                    <C> <C>  <C>     <C>      <C>   <C>      <C>  <C>                <C>       <C>     <C>
01  634  01  B     HYATT, MATTHEW         C   756  605.00  585.00   01   12/15/96  12M  12/31/97           310.00    0.00
             1B1B                                                                                            0.00            0.00

01  635  07  8     WALTERS,CRAIG          C   756  605.00  595.00   01   04/23/94  06M  10/31/97           150.00    0.00   05/97
             1B1B                                                                                            0.00           20.00

01  636  03  B     PERKINSON, JANINE R.   C   756  605.00  595.00   01   02/22/97  12M  02/28/98           100.00    0.00
             1B1B                                                                                            0.00            0.00

01  637  07  F     JOHNSON, DARCIE        C  1054  750.00  695.00   01   08/01/94  M-M  07/31/96           100.00    0.00   11/96
             2B2B                                                                                            0.00           20.00

01  638  02  E     GELMONT, HENRY S.      C  1054  750.00  695.00   01   12/29/90  12M  02/28/98           200.00    0.00   03/97
             2B2B                                                                                            0.00           20.00

01  639  06  A     KITCHENS, PATRICIA     C   670  565.00  550.00   01   09/23/95  12M  03/31/9B           110.00    0.00   04/97
             1B1B                                                                                            0.00           25.00

01  640  03  A     RICHARDS, ELIZABETH    C   670  565.00  545.00   01   10/17/92  12M  04/30/9B           300.00    0.00   11/96
             181B                                                                                            0.00           25.00

01  641  02  DL    EBEL, JENNIFER         C   930  670.00  600.00   01   07/12/96  12M  07/31/97           110.00    0.00
             2B1B                                                                                            0.00            0.00

01  642  01  DL    VASIREDDY, SRIDHAR     C   930  670.00  600.00   01   06/29/96  12M  12/31/97           110.00    0.00
             2B1B                                                                                            0.00    0.00

01  643  03  D     GOETTMAN/FUHRMAN       C   930  695.00  665.00   01   11/11/90  M-M  04/30/97           200.00    0.00   05/97
             2B1B                                                                                            0.00           25.00

01  644  03  D     MCCORQUODALE, GLORIA   C   930  695.00  660.00   01   12/02/95  12M  12/31/97           110.00            0.00
             2B1B                                                                                            0.00            0.00

01  645  02  F     GU, JIANJUN            C  1054  750.00  695.00   01   02/14/97  12M  02/28/98           110.00            0.00
             2B2B                                                                                            0.00            0.00

01  646  02  E     CRAWFORD,JANEANA       C  1054  750.00  695.00   01   05/18/94  12M  03/31/98           100.00    0.00   05/96
             2B2B                                                                                            0.00            0.00

01  647  02  F     HOPKINS, SHIRLEY       C  1054  750.00  695.00   01   10/15/96  M-M  04/30/97           120.00    0.00
             2B2B                                                                                            0.00            0.00

01  648  05  F     ZUBCEVIC,SALIH/LINDA   C  1054  750.00  715.00   01   02/24/96  12M  05/31/98           110.00   20.00-  04/97
             1B1B                                                                                            0.00           20.00

01  649  02  D     SMITH                  O   930  695.00  695.00   01   06/10/97                06/10/97  100.00    0.00
             2B1B                                                                                06/10/97    0.00            0.00

01  649  03  D     TEADWELL 6-13-97   VL  N   930  695.00  695.00   01   06/28/99                            0.00    0.00
             2B1B                                                                                            0.00            0.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 14
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
11                                          NOB HILL WEST                                                SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               13:17:54
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT           LAST DATE
BLD UNIT ID  DESC  NAME                 T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R   BALANCE    AMOUNT
===================================================================================================================================
<C> <C> <C>  <C>    <S>                 <C><C>  <C>     <C>      <C>   <C>      <C>  <C>                <C>       <C>     <C>
01  649      D      VACANT                 930  695.00
             2B1B

01  650  02  D      **HEARD, EDWARD     C  930  695.00  695.00   01   02/01/97  M-M  02/01/97            0.00                 0.00
             2B1B                                                                                        0.00                 0.00

01  651  01  DL     BENGAL, PEARL/HEIM  C  930  670.00  645.00   01   03/05/96  M-M  03/31/97          110.00        0.00    04/97
             2B1B                                                                                        0.00                10.00

01  652  07  DL     BRICE, JOSEFA       C  930  670.00  645.00   01   03/01/97  12M  02/28/98          400.00        0.00
             2B18                                                                                        0.00                 0.00

01  653  04  A      RODRIGUEZ,SANDY     C  670  565.00  535.00   01   07/14/93  12M  08/31/97          100.00        0.00    09/96
             1818                                                                                        0.00                15.00

01  654  06  A      MARTIN, MARISA      C  670  565.00  555.00   01   12/20/95  06M  07/31/97          160.00        0.00
             1B1B                                                                                        0.00                 0.00

                    TOTAL CURRENT RESIDENTS                                                         30,220.00    3,447.83-
                                                                                                       600.00
                    TOTAL PREVIOUS RESIDENTS                                                           100.00        0.00
                                                                                                         0.00
                    TOTAL PROJECT               173,476               122,205.00                    30,320.00    3,477.83-
                                                        134,450.00                                     600.00
                    TOTAL #UNIT                 214

                    GROSS POSSIBLE INCOME               128,315.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 1
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
12                                          NOB HILL SOUTH/EAST                                          SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               08:59
===================================================================================================================================
             TYPE                         S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC   NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C> <C>  <C>    <S>                  <C><C>  <C>     <C>      <C>   <C>      <C>  <C>                <C>       <C>     <C>
01  0655 09  A      MARICHAL/WEAD         C  670  565.00  565.00        04/14/95  M-M  10/31/95           110.00    0.00    04/97
             1-1                                                                                            0.00            20.00

01  0656 01  A      CARTER, JAMES C.      C  670  565.00  565.00   01   05/23/97  12M  05/31/98           110.00    0.00
             1-1                                                                                            0.00             0.00

01  0657 03  DL     SCHATZ, JOESPH        C  930  670.00  645.00   01   12/07/90  M-M  04/31/91           210.00    0.00    04/97
             2-1                                                                                            0.00            10.00

01  0658 03  DL     BARREDA, EDIE         C  930  670.00  625.00   01   08/03/96  12M  08/31/97           100.00    0.00
             2-1                                                                                            0.00             0.00

01  0659 03  D      GOLDMAN, SYLVIA       C  930  695.00  650.00   01   02/03/90  M-M  02/28/97           210.00    0.00    03/97
             2-1                                                                                            0.00            10.00

01  0660 01  D      MULLINS,ROBERT        C  930  695.00  650.00   01   02/01/97  12M  01/31/98           200.00    0.00
             2-1                                                                                            0.00             0.00

01  0661 01  F      BENIRETTO, ROSIE      C  1054 750.00  695.00   01   03/11/89  12M  10/31/97            60.00    0.00    10/96
             2-2                                                                                            0.00            20.00

01  0662 04  E      MENSCH,TOM & HEATHER  C  1054 750.0   695.00   01   08/16/96  12M  05/31/98           110.00    0.00
             2-2                                                                                            0.00             0.00

01  0663 01  F      SILVERSTEIN, KATIE    C  1054 750.00  345.00   01   08/02/74  M-M  06/30/96            10.00    0.00    02/93
             2-2                                                                                            0.00            35.00

01  0664 03  F      ARANGO, NELSON/LI     C  1054 750.00  695.00   01   01/11/97  06M  07/31/97           100.00    0.00
             2-2                                                                                            0.00             0.00

01  0665 02  D      DUNCAN, GRADY F.      C  930  695.00  650.00   01   06/01/95  M-M  05/31/97           100.00    0.00    06/97
             2-1                                                                                            0.00            25.00

01  0666 03  D      TUDOR, ELIZABETH      C  930  695.00  670.00   01   03/15/94  12M  03/31/98           110.00    0.00    04/97
             2-1                                                                                            0.00            20.00

01  0667 01  DL     JOHNSON/SUDDUTH       C  930  670.00  600.00   01   08/01/96  12M   07/31/97          100.00    0.00
             2-1                                                                                            0.00             0.00

01  0668 02  DL     GUO/ZHANG             C  930  670.00  625.00   01   11/28/96  M-M  05/31/97           110.00    0.00
             2-1                                                                                            0.00             0.00

01  0669 01  A      WATKINS, GARLANDEAN   C  670  565.00  535.00   01   11/01/87  12M  10/31/97           150.00    0.00    11/96
             1-1                                                                                            0.00            25.00

01  0670 03  A      GONLALEZ, MATT        C  670  565.00  565.00   01   02/21/97  06M  08/31/97           100.00    0.00
             1-1                                                                                            0.00             0.00

01  0671 01  E-DN   MAGEE, CAROLYN        C  942  705.00  660.00   01   06/05/87  12M  02/28/98            60.00    0.00    03/96
             2-1                                                                                            0.00             0.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 2
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
12                                          NOB HILL SOUTH/EAST                                          SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               08:59
===================================================================================================================================
             TYPE                           S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC  NAME                     T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C> <C>  <C>    <S>                     <C><C>  <C>     <C>     <C>   <C>       <C>  <C>                <C>       <C>     <C>
01 0672  01  E-UP   DAVIDSOHN, MARIE        C  942  670.00  640.00   01   02/13/74  12M  10/31/97             0.00    0.00    08/96
             2-1                                                                                              0.00            25.00

01 0673  06  E-DN   ADAMS, RAY & PATSY      C  942  705.00  650.00   01   03/01/95  12M  02/28/98           310.00    0.00    03/96
             2-1                                                                                              0.00            2S.00

01 0674  04  E-UP   SPRAGG/CUNNINGHAM       C  942  670.00  650.00   01   09/20/95  M-M  03/31/97           100.00    0.00    04/97
             2-1                                                                                              0.00             5 00

01 0675  05  E-DN   WALTON, JOSEPH E.       C  942  705.00  670.00   01   09/20/96  12M  09/30/97           100.00    0.00
             2-1                                                                                              0.00             0.00

01 0676  01  E-UP   WATSON, BECKY & BARRY   C  942  670.00  645.00   01   06/09/96  12N  06/30/97           100.00    0.00
             2-1                                                                                              0.00             0.00

01 0677  02  E-DN   WARD, CALLA             C  942  705.00  68S.00   01   05/01/95  24M  04/30/99           100.00  685.00-   05/97
             2-1                                                                                              0.00            25.00

01 0678  06  E-UP   YEARGIN/MABRY           C  942  670.00  650.00   01   03/01/97  12M  02/28/98           210.00    0.00
             2-1                                                                                              0.00             0.00

01 0679  01  A      ENLOE, JACK             C  670  565.00  525.00   01   03/28/69  12M  07/31/97            10.00    0.00    08/96
             1-1                                                                                             0.00             5.00

01 0680  03  A      JOHNSON, SUSIE R.       C  670  565.00  525.00   01   07/08/91  12M  07/31/97           160.00    0.00    08/96
             1-1                                                                                              0.00

01 0681  01  B      SCHWARTZ, CLAIRE        C  756  605.00  545.00   01   02/01/87  12M  08/31/97             0.00    0.00    09/96
             1-1                                                                                              0.00            10.00

01 0682  01  B      ERSKINE, GAIL           C  756  605.00  595.00   01   06/01/97  24M  05/31/99           250.00    0.00
             1-1                                                                                              0.00             0.00

01 0683  03  B      LISS, SALLY             C  756  605.00  595.00   01   05/04/97  12M  05/31/98           100.00    0.00
             1-1                                                                                              0.00             0.00

01 0684  06  B      JACKSON, ELIJAH         C  756  605.00  595.00   01   08/15/92  M-M  09/30/95           150.00    0.00    04/97
             1-1                                                                                              0.00            20.00

01 0685  01  B      NOVY,FRANCIS            C  756  605.00  595.00   01   03/24/97  12M  03/31/98           100.00    0.00
             1-1                                                                                              0.00             0.00

01 0686  04  B      BOCCHECIAMP,CARMEN      C  756  605.00  585.00   01   02/05/96  6M  08/31/97            100.00    0.00
             1-1                                                                                              0.00             0.00

01 0687  03  B      BLUESTEIN, LILLY        C  756  605.00  565.00   01   11/01/94  12M  10/31/97           100.00    0.00    11/96
             1-1                                                                                              0.00            10.00

01 0688  02  B      WILLIAMS, SCOTT         C  756  605.00  585.00   01   11/01/94  M-M  10/31/95           300.00    0.00    11/96
             1-1                                                                                              0.00            20.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 3
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
12                                          NOB HILL SOUTH/EAST                                          SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               08:59
===================================================================================================================================
             TYPE                         S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC   NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C> <C>  <C>    <S>                  <C><C>  <C>     <C>      <C>   <C>      <C>  <C>                <C>       <C>     <C>
01  0689 04  A      SHEKHTER,FELIX        C  670  565.00  545.00   01   11/09/96  M-M  05/31/97           110.00    0.00
             1-1                                                                                            0.00             0.00

01  0690 01  A      GREENBLATT, BERNICE   C  670  565.00  545.00   01   07/07/86  12M  08/31/97            50 00    0.00    10/96
             1-1                                                                                            0.00            25.00

01  0691 02  G-DN   WIZIG,MIRIAM          C 1210  895.00  860.00   01   10/01/90  12M  10/31/97           200.00    0.00    11/96
             2-2                                                                                            0.00            20.00

01  0692 02  G-UP   SHARAFKHANEH 5/30     C 1210  870.00  870.00   01   06/20/97  12M  06/30/98           100.00    0.00
             2-2                                                                                            0.00             0.00

01  0693 01  G-DN   BRACKMAN, DOROTHY     C 1210  895.00  790.00   01   01/10/86  M-M  02/28/97            20.00    0.00    03/95
             2-2                                                                                            0.00            25.00

01  0694 01  G-UP   SCOTT,BARBARA         C 1210  870.00  835.00   01   09/29/95  M-M  09/30/96            10 00    0.00    03/97
             2-2                                                                                            0.00            10.00

01  0695 05  AL     LLOYD, ARTHUR         C  670  540.00  520.00   01   11/01/93  12M  03/31/98           150.00    0.00    03/97
             1-1                                                                                            0.00            20.00

01  0696 01  AL     SIMPSON, BILL         C  670  540.00  520.00   01   06/24/94  M-M  12/31/94           150.00    0.00    03/97
             1-1                                                                                            0.00            10.00

01  0697 10  AL     CRABTREE,MICHAEL      C  670  540.00  520.00   01   04/01/96  12M  03/31/98           110.00    0.00    04/97
             1-1                                                                                            0.00            25.00

01  0698 05  AL     CARPENTER,R0GER       C  670  540.00  520.00   01   11/13/96  M-M  05/31/97           100.00    0.00
             1 1                                                                                            0.00             0.00

01  0699 05  A      HOWARD, ELIZABETH     C  670  565.00  525.00   01   11/06/93  12M  02/28/98           100.00    0.00    03/97
             1-1                                                                                            0.00            25.00

01  0700     A      VACANT                   670  565.00
             1-1

01  0701     A      VACANT                   670  565.00
             1-1

01  0702 05  A      ZWEIFEL,DAVID         C  670  565.00  535.00   01   07/20/96  6M   07/31/97           300.00    0.00
             1-1                                                                                            0.00             0.00

01  0703 04  A      GAMBRELL, CR4I6       C  670  565.00  545.00   01   02/11/95  12M  02/28/98           100.00    0.00    03/97
             1-1                                                                                            0.00            25.00

01  0704 02  A      LAU,SIMON             C  670  565.00  525.00   01   07/27/96  6K   08/31/97           110.00    0.00
             1-1                                                                                            0.00             0.00

01  0705 02  4      MERENDA,PETER/GRETCH  C  670  565.00  545.00   01   07/30/95  12M  07/31/97           100.00    0.00
             1-1                                                                                            0.00             0.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 4
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
12                                          NOB HILL SOUTH/EAST                                          SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               08:59
===================================================================================================================================
             TYPE                         S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC   NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C> <C>  <C>    <S>                  <C><C>  <C>     <C>      <C>   <C>      <C>  <C>                <C>       <C>     <C>
01 0706      A      VACANT                     670  565.00

             1-1

01 0707  02  A      R1GGS, EDNA           C    670  565.00  545.00   01   02/15/92  12M  02/28/98        160.00    0.00    03/97
             1-1                                                                                           0.00             0.00

01 0708      A      VACANT                     670  565.00
             1-1

01 0709  01  A      SHARPE, EDNA          C    670  565.00  545.00   01   11/21/88  12M  10/31/97        100.00    0.00    11/96
             1-1                                                                                           0.00            25.00

01 0710  01  A      BROUILLETTE,JO        C    670  565.00  525.00   01   05/01/79  12M  02/28/98          0.00    0.00    03/97
             1-1                                                                                           0.00            25.00

01 0711  01  AL     RIVERA,SUSAN          C    670  540.00  525.00   01   05/19/97  6M   11/30/97        150.00    0.00
             1-1                                                                                           0.00             0.00

01 0712  01  AL     GUZELGUNLER,YILCAN    C    670  540.00  625.00   01   06/01/97  3M   08/31/97        100.00    0.00
             1-1                                                                                           0.00             0.00

01 0713  05  AL     KENNEDY, PEGGY        C    670  540.00  530.00   04   07/30/94 M-M   07/31/95        110.00    0.00    03/96
             1-1                                                                                           0.00            20.00

01 0714  01  AL     REDDY,RAVINDRA        C    670  540.00  525.00   01   06/01/97  6M   11/30/97         100.00   0.00
             1-1                                                                                           0.00             0.00

01 0715  04  FL     LEVINE, PAUL          C   1054  750.00  700.00   01   12/28/91  12M  03/31/98         210.00   0.00    04/97
             2-2                                                                                            0.00           25.00

01 0716  01  FL     DANELS/LONG           C   1054  750.00  690.00   01   08/01/89  M-M  09/30/96         200.00   0.00    10/96
             2-2                                                                                            0.00           25.00

01 0717  02  B      BUITENKANT, RACHEL    C    756  605.00  565.00   01   10/14/89  12M  10/31/97         360.00   0.00    11/96
             1-1                                                                                            0.00           15.00

01 0718  01  B      MATOS 5/30/97         N    756  605.00  595.00   01   06/30/99  06M                   100.00   0.00
             1-1                                                                                            0.00            0.00

01 0718      0      VACANT                     756  605.00
             1-1

01 0719  02  B      SMITH, STEVE          C    756  605.00  585.00   01   01/27/90  M-M  01/31/91         275.00   0.00    03/97
             1-1                                                                                            0.00           10.00

01 0720      B      VACANT                     756  605.00
             1-1

01 0721  01  CL    JACKSON MR. & MRS.     C    850  620.00  605.00   01   05/21/94  M-M  02/28/96         200.00   5.00-   04/96
             2-1                                                                                            0.00            0.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 5
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
12                                          NOB HILL SOUTH/EAST                                          SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               08:59
===================================================================================================================================
             TYPE                         S                                       **  LEASE **  NOTICE    DEPOSIT         LAST DATE
BLD UNIT ID  DESC   NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT   L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C> <C>  <C>    <S>                  <C><C>  <C>     <C>      <C>   <C>      <C>  <C>                <C>       <C>     <C>
01  0722 03  CL     MEHAFFEY, JOE T.      C  850  620.00  595.00   01   06/29/91  12M  03/31/98             210.00    0.00    04/97
             2-1                                                                                              0.00            10.00

01 0723  01  C      WEST, LISA            C  850  645.00  615.00   01   06/01/94  M-M  04L30L97             300.00    0.00    05/97
             2-1                                                                                              0.00            20.00

01 0724  03  C      TERRY,PAMELA          C  850  645.00  595.00   01   08/24/96  M-M  02/28/97             100.00    0.00
             2-1                                                                                              0.00             0.00

01 0725  02  C      HAAS/VIDAD RHON&SARA  C  850  645.00  595.00   01   12/01/96  12M  11/30/97             110.00    0.00
             2-1                                                                                              0.00             0.00

01 0726  05  C      OSHER/TARLOW          C  850  645.00  625.00   01   05/l0/97  6M   11/30/97             150.00    0.00
             2-1                                                                                              0.00             0.00

01 0727  01  CL     MELTON, ANDREW        C  850  620.00  605.00   01   04/01/88  M-M  03/31/95               0.00    0.00    03/96
             2-1                                                                                              0.00            20.00

01 0728  02  CL     PERRY/SLATTEN         C  850  620.00  570.00   01   06/29/96  12M  07/31/98             110.00    0.00
             2-1                                                                                              0.00             0.00

01 0729  01  A      DANIELLS, ANN         C  670  565.00  545.00   01   03/27/80  12M  03/31/98             165.00    0.00    03/97
             1-1                                                                                              0.00            25.00

01 0730  01  A      KRAVITZ, JOEL         C  670  565.00  525.00   01   05/17/97  06M  11/30/97             160.00    0.00
             1-1                                                                                              0.00             0.00

01 0731  01  FL     HENLEY, BETTY         C  1054 750.00  675.00   01   03/30/89  12M  07/31/97             220.00    0.00    08/96
             2-2                                                                                              0.00            25.00

01 0732  02  FL     WOLSKI/NUTER          C  1054 750.00   695.00  01   04/13/96  12M  03/31/98             300.00    0.00
             2-2                                                                                              0.00             0.00

01 0733  01  A      SMITH, LILLIAN        C  670  565.00   540.00  01   01/07/75  12M  09/30/97              10.00    0.00    10/96
             1-1                                                                                              0.00            25.00

01 0734  04  A      GHANI, MOHAMAD&MEGHAN C  670  565.00   545.00  01   01/18/97  6M   07/31/97             100.00    0.00     0.00
             1-1                                                                                              0.00             0.00

01 0735  06  FL     BLIGHT/LOYD           C  1054 750.00   695.00  01   08/31/95  M-M  08/31/96             500.00    0.00    09/96
             2-2                                                                                              0.00            20.00

01 0736  03  FL     CHENG/LEE             C  1054 750.00   735.00  01   06/21/97  06M  12/31/97             100.00    0.00
             2-2                                                                                              0.00             0.00

01 0737  01  A      THOMAS, PATRICIA A.   C  670  565.00   545.00  01   06/10/95  12M  02/28/98             110.00    0.00    03/97
             1-1                                                                                              0.00            25.00

01 0738  03  A      SANDLER, YAKOV        C  670  565.00   525.00  01   07/27/96  M-M  01/31/97  06/23/97   100.00    0.00
             1-1                                                                                 07/25/99     0.00             0.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 6
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
12                                          NOB HILL SOUTH/EAST                                          SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               09:00
===================================================================================================================================
             TYPE                        S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC  NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C> <C>  <C>    <S>                  <C><C>  <C>     <C>      <C>   <C>      <C>  <C>                <C>       <C>     <C>
01 0739  02  CL    WALKER ,JESSIE        C   850  620.00  605.00   01   11/01/95  12M  10/31/97            200.00    0.00
             2-1                                                                                             0.00            10.00

01 0740  01  CL    LANGSETH, COTIE       C   850  620.00  585.00   01   0B/29/86  12M  10/31/97             70.00    0.00    11/95
             2-1                                                                                             0.00            10.00

01 0741  01  C     IJAZ,TAHIR/SADAF      C   850  645.00  570.00   01   07/06/96  M-M  01/31/97  06/05/97  100.00    0.00
             2-1                                                                                 07/20/99    0.00             0.00

01 0742  04  C     KRAUS, IRIS/ELI       C   850  645.00  600.00   01   07/31/93  12M  02/28/98            100.00    0.00    02/96
             2-1                                                                                             0.00            25.00

01 0743  02  C     COLE, JAMES/JANET     C   850  645.00  615.00   01   07/03/95  M-M  07/31/96  05/28/96  100.00    0.00    04/97
             2-1                                                                                 06/30/99    0.00            20.00

01 0743  03  C     DRUCKNAN/ARONSTEIN        850  645.00  645.00   01   08/01/99                           100.00    0.00
             2-1                                                                                             0.00             0.00

01 0744  01  C     WEED, CAROL           C   850  645.00  615.00   01   04/12/96  12M  05/31/98            310.00    0.00    05/97
             2-1                                                                                             0.00            20.00

01 0745  01  CL    NGUYEN,TU/HONG        C   850  620.00  570.00   01   09/14/96  09M  06/30/97            100.00    0.00
             2-1                                                                                             0.00             0.00

01 0746  03  CL    SMITH, TIFFANY        C   850  620.00  595.00   01   09/14/91  12M  03/31/98            110.00    0.00    04/97
             2-1                                                                                             0.00            25.00

01 0747  05  B     MANDEL, SUZANNE       C   756  605.00  575.00   01   07/20/94  12M  07/31/97            110.00    0.00    08/96
             1-1                                                                                             0.00            25.00

01 0748  01  B     ROWLAND,JENNY         C   756  605.00  595.00   01   03/21/97  12M  03/31/98            410.00    0.00
             1-1                                                                                             0.00             0.00

01 0749  02  B     SKAINS,RICHARD/SHARL  C   756  605.00  585.00   01   07/26/96  12M  07/31/97            110.00             0.00
             1-1                                                                                             0.00             0.00

01 0750  03  B     COWAN, DOMINIC        C   756  605.00  575.00   01   10/06/90  12M  10/31/97            150.00    0.00    11/96
             1-1                                                                                             0.00            25.00

01 0751  04  FL    SIMMONS/BELL          C  1054  750.00  695.00   01   10/04/96  12M  10/31/97            200.00    0.00
             2-2                                                                                             0.00             0.00

01 0752  01  FL    FLEMING/WILLIAMS      C  1054  750.00  695.00   01   05/01/96  12M  04/30/98            100.00    0.00
             2-2                                                                                             0.00             0.00

01 0753  04  G-DN  HOLTZMAN, DORA        C  1210  895.00  860.00   01   05/01/93  M-M  08/31/96             10.00    0.00    09/96
             2-2                                                                                             0.00            20.00

01 0754  02  G-UP  SMITH, RICHARD/MARIO  C  1210  870.00  835.00   01   10/16/93  M-M  10/31/96            100.00    0.00    03/97
             2-2                                                                                             0.00   20.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 7
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
12                                          NOB HILL SOUTH/EAST                                          SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               09:00
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC  NAME                 T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C> <C>  <C>    <S>                  <C><C>  <C>     <C>      <C>   <C>      <C>  <C>                <C>       <C>     <C>
01 0755  03  G-DN  SACHS, DENA L.       C  1210  895.00  845.00   01  08/01/92  M-M   02/28/97             60.96      0.00    03/97
             2-2                                                                                           0.00               25.00

01 0756  01  G-UP  KATZ, BEN            C  1210  870.00  840.00   01  02/05/69  M-N   10/31/96             10.00  2,940.00-   05/97
             2-2                                                                                            0.00              25.00

01 0757  03  A     GLENN,PAUL & NANCY   C   670  565.00  545.00   01  08/26/96  12M   08/31/97  06/19/97  100.00      0.00
             1-1                                                                                06/28/99    0.00              0.00

01 0758  01  A     FERNANDEZ, CERILA    C   670  565.00  535.00   01  01/23/88  12M   07/31/97             60.00      0.00    08/96
             1-1                                                                                            0.00              25.00

01 0759  07  B     FINKELSTEIN,SOPHIE   C   756  605.00  595.00   01  06/01/97  12M   05/21/98            100.00      0.00
             1-1                                                                                            0.00               0.00

01 0760  02  B     MARINI, NANCY        C   756  605.00  575.00   01  06/01/90  12M   09/30/97            150.00      0.00    10/96
             1-1                                                                                            0.00              25.00

01 0761  01  B     MAGEE, GARRY         C   756  605.00  565.00   01  08/12/89  12M   02/28/98            170.00      0.00    03/97
             1-1                                                                                            0.00              25.00

01 0762  01  B     SELTZER, CARL        C   756  605.00  565.00   01  12/06/83  M-M   03/31/96             10.00      0.00    04/97
             1-1                                                                                            0.00              25.00

01 0763  05  B     APPEL, RAYE          C   756  605.00  595.00   01  09/08/93  M-M   09/30/94            100.00      0.00    04/97
             1-1                                                                                            0.00              20.00

01 0764  02  B     ANDERSON, DAVID      C   756  605.00  585.00   01  11/02/96  M-M   05/31/97            350.00      0.00
             1-1                                                                                            0.00               0.00

01 0765  01  B     EMERICK, FERDINANDA  C   756  605.00  565.00   01  03/01/88  12M   03/31/98             10.00      0.00    04/97
             1 1                                                                                            0.00              15.00

01 0766  05  B     KINDLE, PETER A.     C   756  605.00  595.00   01  04/19/97  06M   10/31/97            150.00      0.00
             1-1                                                                                            0.00               0.00

01 0767  02  A     GOLDBERG, SAM        C   670  565.00  545.00   01  01/06/95  12M   07/31/97            110.00      0.00    02/96
             1-1                                                                                            0.00              25.00

01 0768  01  A     BRATE/ECHIVERI       C   670  565.00  565.00   01  06/07/97   6M   12/31/97            100.00               0.00
             1-1                                                                                            0.00               0.00

01 0769  01  E-DN  FENTON, ROBIN & MARK C   942  705.00  670.00   01  06/15/96  M-M   12/31/96  05/15/97  100.00      0.00
             2-1                                                                                06/30/99    0.00               0.00

01 0769  02  E-DN  ROJAS  6/16/97       N   942  705.00  705.00   01  07/19/99                              0.00      0.00
             2-1                                                                                            0.00               0.00

01 0770  01  E-UP  NI/TANG              C   942  670.00  645.00   01  06/29/96  M-M   12/30/96            110.00      0.00
             2-1                                                                                            0.00               0.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 8
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
12                                          NOB HILL SOUTH/EAST                                          SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               09:00
===================================================================================================================================
             TYPE                        S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC  NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C> <C>  <C>    <S>                  <C><C>  <C>     <C>      <C>   <C>      <C>  <C>                <C>       <C>     <C>
01 0771  01  E-DN  SCHMIDT,KATHLEEN      C  942  705.00  670.00   01   01/01/97  9M   09/30/97           100.00    0.00
             2-1                                                                                           0.00             0.00

01 0772  01  E-UP  HENRY, LEE ANN        C  942  670.00  650.00   01   03/20/94  M-M  03/31/96           110.00    0.00    04/97
             2-1                                                                                           0.00            20.00

01 0773  04  E-DN  VASQUEZ/SOTELO        C  942  705.00  670.00   01   10/08/96  12M  10/31/97           100.00    0.00
             2-1                                                                                           0.00             0.00

01 0774  02  E-UP  SCALES,WAYNE          C  942  670.00  645.00   01   07/27/96  H-M  01/31/97           100.00    0.00
             2-1                                                                                           0.00             0.00

01 0775  04  E-DN  CLARKE,DOROTHY        C  942  705.00  650.00   01   11/09/93  12M  09/30/97           120.00    0.00    10/96
             2-1                                                                                           0.00            15.00

01 0776  04  E-UP  HALL, STEVEN          C  942  670.00  660.00   01   03/10/97  06M  09/30/97           100.00    0.00
             2-1                                                                                           0.00             0.00

01 0777  02  AL    SPARKS   6/18/97      N  670  540.00  540.00   01   07/03/99                            0.00    0.00
             1-1                                                                                           0.00             0.00

01 0777      AL    VACANT                   670  540.00
             1-1

01 0778  01  AL    BAILEY, TERRI         C  670  540.00  520.00   01   04/27/96  M-M  04/30/97           100.00   0.00    05/97
             1-1                                                                                           0.00           25.00

01 0779  03  AL    RUCKER/GATES          C  670  540.00  520.00   01   11/04/95  12M  11/30/97           110.00   0.00
             1-1                                                                                           0.00            0.00

01 0780  01  AL    AFANRSYEVA/PATALAKH   C  670  540.00  520.00   01   03/05/96  M-M  03/31/97           150.00   0.00    05/97
             1-1                                                                                           0.00           25.00

01 0781      A     VACANT                   670  565.00
             1-1

01 0782  05  A     CHAISSON, ANDREA      C  670  565.00  545.00   01   12/01/96  06M  12/31/97           100.00   0.00
             1 1                                                                                           0.00            0.00

01 0783      A     VACANT                   670  565.00
             1-1

01 0784  01  A     GOODEY,JOANNA         C  670  565.00  525.00   01   07/21/96  12M  07/31/97           110.00   0.00
             1-1                                                                                           0.00            0,00

01 0785  03  A     MORELAND,ELIIABETH    C  670  565.00  565.00   01   09/29/95  M-M  09/30/96           310.00   0.00    04/97
             1-1                                                                                           0.00           20.00

01 0786  01  R     KAMENKOVICH, IKE      C  670  565.00  550.00   01   04/04/88  12M  04/30/98             0.00   0.00    05/97
             1-1                                                                                           0.00           25.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 9
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
12                                          NOB HILL SOUTH/EAST                                          SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                                9:00:08
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C> <C>  <C>  <S>                   <C><C>  <C>     <C>      <C>   <C>      <C>  <C>                <C>       <C>     <C>
01 0787  02  A    **JOHNSON, ALVIN      C  670  565.00  565.00  01   08/15/96   M-M 09/30/96               0.00    0.00
             1-1                                                                                           0.00             0.00

01 0788  09  A    HALE, TONYA R.        C  670  565.00  545.00  01   08/03/96   12M 08/31/97             110.00    0.00
             1-1                                                                                           0.00             0.00

01 0789  05  A    BRUSSUARD,CHRISTOPHE  C  670  565.00  565.00  01   04/02/97   12M 03/31/98             150.00    0.00
             1-1                                                                                           0.00             0.00

01 0790  02  A    WRIGHT, LINDA F.      C  670  565.00  550.00  01   04/28/90   12M 04/30/98             150.00    0.00    05/97
             1-1                                                                                           0.00            25.00

01 0791  01  A    KELLY, AIMEE          C  670  565.00  545.00  01   02/01/97   6M  07/31/97             450.00    0.00
             1-1                                                                                           0.00             0.00

01 0792  01  A    KAUZLARIC, EDWARD     C  670  565.00  560.00  01   11/11/76   12M 03/31/98             100.00    0.00    04/97
             1-1                                                                                           0.00            25.00

01 0793  07  AL   VOGEL, RICHARD S.     C  670  540.00  520.00  01   11/18/94   M-M 06/30/96             160.00    0.00    03/97
             1-1                                                                                           0.00            20.00

01 0794  01  AL   JARMON, JENNIE R.     C  670  540.00  520.00  01   03/04/95   12M 02/28/98             160.00    0.00    03/97
             1-1                                                                                           0.00            20.00

01 0795  04  AL   DECOSTA, JOSEPH       C  670  540.00  470.00  01   07/01/96   12M 06/30/97             100.00    0.00
             1-1                                                                                           0.00             0.00

01 0796  02  AL   MARLOW,ANNE           C  670  540.00  495.00  01   08/14/96   6M  08/31/97             310.00    0.00
             1-1                                                                                           0.00             0.00

01 0797      FL   VACANT                  1054  750.00
             2-2

01 0798  03  FL   SIMPSON, SHANNON      C 1054  750.00  695.00  01   06/29/96   6M  08/31/97             100.00    0.00
             2-2                                                                                           0.00             0.00

01 0799  02  B    MELLIS,MIKE           C 756   605.00  585.00  01   06/01/96   M-M 05/31/97   06/12/97  160.00    0.00    06/97
             1-1                                                                               07/12/99    0.00            25.00

01 0800  08  B    SNEAD/MONTE           C 756   605.00  585.00  01   09/09/95   12M  09/30/97            100.00    0.00    10/96
             1-1                                                                                           0.00            10.00

01 0801  01  B    SMITH, MABEL          C 756   605.00  565.00  01   09/01/85   M-M  03/31/97             60.00    0.00    04/97
             1-1                                                                                           0.00            25.00

01 0802  02  B    ALLISON,TERESA        C 756   605.00  595.00  01   06/18/97   12M  06/30/98            100.00    0.00
             1-1                                                                                           0.00             0.00

01 0803  01  CL   HATTER, PEARL         C 850   620.00  570.00  01   06/03/86   12M  09/30/97             60.00    0.00     08/95
             2-1                                                                                           0.00             25.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 10
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
12                                          NOB HILL SOUTH/EAST                                          SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               09:00
===================================================================================================================================
             TYPE                         S                                          **  LEASE **  NOTICE   DEPOSIT       LAST DATE
BLD UNIT ID  DESC  NAME                   T   SQFT  MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C> <C>  <C>    <S>                  <C><C>  <C>     <C>      <C>   <C>      <C>  <C>                <C>       <C>     <C>
01 0804  03  CL    HSIEH, VICTOR          C    850  620.00  570.00   01   12/07/96  6M   06/30/97           200.00    0.00
             2-1                                                                                              0.00             0.00

01 0805  01  C     HEYMAN,LANRENCE        C    850  645.00  615.00   01   04/01/96  M-M  07/31/94            10.00    0.00    04/97
             2-1                                                                                              5.00             0.00

01 0806  01  C     GOTTHELF,BRADLEY       C    850  645.00  610.00   01   03/26/88  12M  10/31/97            15.00    0.00    11/95
             2-1                                                                                              0.00            15.00

01 0807  02  C     ARAVJO/GUAHDIOUE       C    850  645.00  625.00   01   06/01/97  6M   11/30/97           100.00    0.00
             2-1                                                                                              0.00             0.00

01 0808  05  C     CANTONI, TAMMY         C    850  645.00  635.00   01   05/22/97  12M  05/31/98           100.00    0.00
             2-1                                                                                              0.00             0.00

01 0809  01  CL    MASON, HERSCHEL        C    850  620.00  600.00   01   04/01/81  M-M  01/31/97           210.00    0.00    01/96
             2-1                                                                                              0.00            25.00

01 0810  01  CL    WILEY, KEVIN J.        C    850  620.00  575.00   01   12/20/94  12M  12/31/97           100.00    0.00    09/95
             2-1                                                                                              0.00            25.00

01 0811  01  A     KRESE,JUDITH           C    670  565.00  535.00   01   08/11/96  12M  08/31/97           100.00    0.00
             1-1                                                                                              0.00             0.00

01 0812  01  A     HOOVER, FRANCIS        C    670  565.00  520.00   01   11/04/83  12M  08/31/97           160.00    0.00    09/95
             1-1                                                                                              0.00            25.00

01 0813  01  FL    CARLSI, ANGELINE       C   1054  750.00  690.00   01   10/08/88  12M  10/31/97           190.00    0.00    11/96
             2-2                                                                                              0.00            25.00

01 0814  09  FL    MIKSITS,DAVID          C   1054  750.00  735.00   01   06/19/97  12M  06/30/98           100.00    0.00
             2-2                                                                                              0.00             0.00

01 0815  04  A     HEASLEY, NILLIAM E.    C    670  565.00  535.00   01   08/01/90  12  02/28/98            160.00    0.00    03/97
             1-1

01 0816  01  A     PERRONE,LISA           C    670  565.00  565.00   01   06/01/97  6M  11/30/97            300.00    0.00
             1-1                                                                                              0.00             0.00

01 0817  03  FL    CHESHER, MORRIS D.     C   1054  750.00  715.00   01   05/09/92  M-M  05/31/93           200.00    0.00    04/97
             2-2                                                                                              0.00            25.00

01 0818  01  FL    KAPLAN, MANNY          C   1054  750.00  690.00   01   02/04/78  12M  02/28/98           205.00    0.00    03/97
             2-2                                                                                              0.00            25.00

01 0819  03  A     STOUT, GEORGE          C    670  565.00  545.00   01   07/06/93  M-M  01/31/94           100.00    0.00    03/97
             1-1                                                                                              0.00            10.00

01 0820  07  A     YANASAK, ELISIA        C    670  565.00  545.00   01   08/01/95  06M  07/31/97           310.00    0.00    03/97
             1-1                                                                                              0.00             0.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 11
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
12                                          NOB HILL SOUTH/EAST                                          SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               09:00:1
===================================================================================================================================
             TYPE                         S                                        **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC   NAME                  T   SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C> <C>  <C>    <S>                  <C>   <C>  <C>     <C>      <C>   <C>      <C>  <C>                <C>       <C>     <C>
01 0821  05  CL     LANDRY, HENRY M/M     C    850  620.00  600.00   01   11/01/90  M-M  03/31/97           210.00    0.00    01/96
             2-1                                                                                              0.00            25.00

01 0822  03  CL     KELLY, ALICE P        C    850  620.00  605.00   01   01/15/91  M-M  07/31/92           200.00    0.00    03/96
             2-1                                                                                              0.00            20.00

01 0823  01  C      CHESS, ROSALIND       C    850  645.00  575.00   01   05/06/87  12M  02/28/98            10.00    0.00    11/96
             2-1                                                                                              0.00            35.00

01 0824  04  C      CASSAVANT, MICHAEL    C    850  645.00  595.00   01   08/04/96  06M  11/30/97           110.00    0.00
             2-1                                                                                              0.00             0.00

01 0825  02  C      GREEN,LISA            C    850  645.00  595.00   01   07/11/96  12M  07/31/97           310.00    0.00
             2-1                                                                                              0.00             0.00

01 0826  01  C      FRADKIN,MARI & FLORA  C    850  645.00  615.00   01   04/04/96  M-M  04/30/98           200.00    0.00     05/97
             2-1                                                                                              0.00             20.00

01 0827  01  CL     BLANCAS, GLORIA       C    850  620.00  595.00   01   09/01/88  12M  03/31/98           160.00    0.00     04/97
             2-1                                                                                              0.00             10.00

01 0828  02  CL     GUIMBELLOT, MILTON    C    850  620.00  570.00   01   07/05/96  12M  08/31/97           100.00    0.00
             2-1                                                                                              0.00              0.00

01 0829  01  B      POLLACI, BERTHA       C    756  605.00  555.00   01   10/06/79  12M  08/31/97            10.00    0.00     09/96
             1-1                                                                                              0.00             25.00

01 0830  05  B      JOUDAH,FADY           C    756  605.00  560.00   01   06/12/96  M-M  12/31/96           100.00    0.00
             1-1                                                                                              0.00              0.00

01 0831      B      VACANT                     756  605.00
             1-1

01 0832      8      VACANT                     756  605.00
             1-1

01 0833  01  FL     GRIFFITH,GEORGE/SHIR   C  1054  750.00  680.00  01   11/02/96  M-M  05/31/97           200.00   0.00       06/97
             2-2                                                                                             0.00              15.00

01 0834  02  EL     JOHNSON,BRIAN/LETICI   C  1054  750.00  715.00  01   05/24/96  12M  05/31/98           110.00   0.00       06/97
             2-2                                                                                             0.00              20.00

01 0835  04  A      CARRIER, MOLLY         C   670  565.00  545.00   01   12/14/93  M-M  01/31/97          100.00   0.00       03/97
             1-1                                                                                             0.00              10.00

01 0836  06  A      CABELLO,EZMEE          C   670  565.00  56;.00   01   05/23/97  06M  11/30/97          300.00   3.50
             1-1                                                                                             0.00               0.00

1 0837   01  DL     GUEST APT.             C   930  670.00  670.00   01   02/01/95  M-M  02/28/95            0.00   0.00       03/97
             2-1                                                                                             0.00              20.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 12
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
12                                          NOB HILL SOUTH/EAST                                          SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               09:00
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C> <C>  <C>    <S>                    <C> <C>   <C>     <C>      <C>  <C>       <C>  <C>                <C>       <C>     <C>
01  0838 02  DL     JENKINS , MR. L MRS.   C    930  670.00  645.00   01   08/18/95  M-M  02/28/96           310.00    0.00    04/97
             2-1                                                                                               0.00            10.00

01  0839 01  D      MEYER, BECKY           C    930  695.00  640.00   01   04/05/76  12M  10/31/97             0.00    0.00    11/96
             2-1                                                                                               0.00            25.00

01  0B40 02  D      COHEN, MELVIN          C    930  695.00  625.00   01   03/15/91  12M  02/28/98           210.00    0.00    02/94
             2-1                                                                                               0.00             0.00

01  0841 04  F      CAPUTO,ROBERT/HARRIE   C   1054  750.00  695.00   01   10/09/96  M-M  04/30/97           200.00    0.00
             2-2                                                                                               0.00             0.00

01  0842 04  E      NGUYEN, TRACY          C   1054  750.00  715.00   01   06/07/93  M-M  12/31/93           100.00    0.00    04/97
             2-2                                                                                               0.00            20.00

01  0843 02  E      LEVY,JOSEPH            C   1054  750.00  715.00   01   03/16/97  9M   12/31/97           100.00    0.00
             2-2                                                                                               0.00             0.00

01  0844 02  F      ALEXANDROV,MR.L MRS.   C   1054  750.00  675.00   01   10/01/94  M-M  02/28/97           300.00    0.00    03/97
             2-2                                                                                               0.00            25.00

01  0845 01  D      SCHNEIDER, CELE        C    930  695.00  635.00   01   12/15/80  12M  02/28/98            10.00    0.00    03/97
             2-1                                                                                               0.00            25.00

01  0846 02  D      SCHROEDER,JAMES        C    930  695.00  670.00   01   01/19/96  M-M  07/31/96           210.00    0.00    04/97
             2-1                                                                                               0.00            10.00

01  0847 04  DL     THAEMAR, ELLEN         C    930  670.00  615.00   01   12/10/94  12M  12/31/97           300.00    0.00    03/97
             2-1                                                                                               0.00            10.00

01  0848 01  DL     YOUNG, NANCY D.        C    930  670.00  615.00   01   04/28/95  M-M  04/30/97            300.00   0.00    05/97
             2-1                                                                                                0.00           25.00

01  0849     A      VACANT                      670  565.00
             1-1

01  0850 02  A      GREENMAN, JEFFREY      C    670  565.00  565.00   01   03/27/97  12M  03/31/98            450.00   0.00
             1-1                                                                                                0.00            0.00

01  0851 01  J1L    GERBER, ESTHER         C    936  670.00  635.00   01   04/15/70  M-M  11/30/96             10.00   0.00    03/97
             2-1                                                                                                0.00           20.00

01  0852 02  J1L    JOSHI 5/8/97           N    936  670.00  695.00   01   07/05/99  12M                      100.00   0.00
             2-1                                                                                                0.00            0.00

01  0852     J1L    VACANT                      936  670.00
             2-1

01  0853 01  J1L    MAZOW, HILDA           C    936  670.00  635.00   01   02/18/85  12M  02/28/98             20.00   0.00    03/97
             2-1                                                                                                0.00           10.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 13
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
12                                          NOB HILL SOUTH/EAST                                          SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               09:00
===================================================================================================================================
             TYPE                        S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC  NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C> <C>  <C>    <S>                  <C><C>  <C>     <C>      <C>   <C>      <C>  <C>                <C>       <C>     <C>
01  0854 02  J1L   BAUMGARTNER,KAREN     C  936  670.00  650.00   01   10/14/95  M-M  10/31/96  06/03/97  100.00    0.00
             2-1                                                                                07/02/99    0.00             0.00

01  0855 03  B1    SANDELMAN, REGINA     C  798  620.00  600.00   01   03/01/95  12M  02/28/98            160.00    0.00    03/97
             1-1                                                                                            0.00             0.00

1   0856 03  81    SMITH, MARGARET       C  798  620.00  600.00   01   10/01/94  M-M  09/30/95            110.00    0.00    10/96
             1-1                                                                                            0.00            25.00

1   0857 02  B1    ADAMS, JACKIE         C  798  620.00  610.00   01   05/15/90  12M  02/28/98            170.00    0.00    03/97
             1-1                                                                                            0.00            20.00

1   0858 07  81    BOLDUC,ELIZABETH      C  798  620.00  610.00   01   08/04/95  M-M  07/31/96            110.00    0.00    08/96
             1-1                                                                                            0.00            10.00

1   0859 01  J1    ALLMAN, GAYLE         C  936  695.00  650.00   01   04/22/87  12M  03/31/98             60.00    0.00    08/96
             2-1                                                                                            0.00            25.00

1   0860 05  J1    LARKIN, A. W., JR.    C  936  695.00  640.00   01   10/27/92  12M  02/28/98            200.00    0.00    11/95
             2-1                                                                                            0.00            20.00

1   0861 06  J1L   SISCO, BARBARA A.     C  936  670.00  650.00   01   01/04/91  M-M  06/30/95            355.00    0.00    04/97
             2-1                                                                                            0.00            15.00

1   0862 03  J1L   ROSS, GARRY           C  936  670.00  650.00   01   04/28/90  12M  03/31/98            400.00    0.00    04/97
             2-1                                                                                            0.00            15.00

1   0863 01  M1    SODERS LINDA/MELTON   C  1240 905.00  810.00        03/11/95  M-M  09/30/96            200.00    0.00    10/96
             2-2                                                                                            0.00            25.00

1   0864 04  M1    REA, HAYNE L.         C  1240 905.00  895.00   01   02/10/95  M-M  08/31/95            400.00    0.00    04/97
             2-2                                                                                            0.00            20.00

1   0865 02  M1    ZIGELMAN, LOLA        C  1240 905.00  825.00   01   03/11/95  12M  03/31/98            100.00    0.00    04/97
             2-2                                                                                            0.00            15.00

1   0866 05  M1    JONES, DUANA L.       C  1240 905.00  850.00   01   08/01/92  12M  07/31/97            210.00    0.00    08/95
             2-2                                                                                            0.00            25.00

1   0867 02  M1    BARRY,VELINDA/JACKIE  C  1240 905.00  895.00   01   10/07/89  M-M  05/31/94            210.00    0.00    04/97
             2-2                                                                                            0.00            20.00

01  0868 01  M1    GATZ, DAVID           C  1240 905.00  875.00   01   10/28/74  12M  02/28/98             10.00    0.00    03/97
             2-2                                                                                            0.00             0.00

01  0869 02  M1    ESLINGER, ANNE D.     C  1240 905.00  875.00   01   09/15/93  12M  02/28/99            110.00    0.00    03/97
             2-2                                                                                            0.00            20.00

01  0870 01  H1    MARKESICH/HAMBLET    C  1240 905.00  875.00        02/02/96  12M  02/28/98            110.00    0.00
             2-2                                                                                            0.00             0.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 14
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
12                                          NOB HILL SOUTH/EAST                                          SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               09:00:2
===================================================================================================================================
             TYPE                        S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC  NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C> <C>  <C>    <S>                  <C><C>  <C>     <C>      <C>   <C>      <C>  <C>                <C>       <C>     <C>
01  0871 02  B1    BATES, DARDANELLA     C   798  620.00  600.00   01   11/09/91  12M  02/28/98            100.00    0.00    03/97
             1-1                                                                                             0.00            25.00

01  0872 03  B1    HOLLINGSWORTH,MICHEL  C   798  620.00  610.00   01   07/06/96  12M  07/31/97            300.00    0.00
             1-1                                                                                             0.00             0.00

01  0873 10  B1    SOLOMON,SARAH         C   798  620.00  575.00   01   06/15/96  12M  06/30/97            150.00    0.00
             1-1                                                                                             0.00             0.00

01  0874 02  B1    SMITH, GLEN           C   798  620.00  600.00   01   04/01/91  12M  09/30/97            150.00    0.00    10/96
             1-1                                                                                             0.00            25.00

01  087S 04  81    HERNDON, FRANCES B.   C   79B  620.00  600.00   01   05/24/91  12M  02/28/98            150.00    0.00    03/97
             1-1                                                                                             0.00            25.00

01  0876 06  81    HILDAGO, MANUEL/MARY  C   79B  620.00  600.00   01   07/01/95  M-M  06/30/96            110.00    0.00    07/96
             1-1                                                                                             0.00            25.00

01  0877 05  81    ELSTON, MR. & MRS.    C   798  620.00  600.00   01   08/06/93  12M  08/31/97  06/01/97  310.00    0.00    10/96
             1-1                                                                                 06/28/99    0.00            25.00

01  0877 06  B1    TESTYON, 6/4/97       N   798  620.00  610.00   01   08/01/99                           100.00    0.00
             1-1                                                                                             0.00             0.00

01  0878 01  B1    CARROSQUILLA,MR &MRS  C   798  620.00  595.00   01   03/01/97  9M   11/30/97            120.00    0.00
             1-1                                                                                             0.00             0.00

01  0879 04  R1    WARNER,HILDA          C  1050  795.00  750.00   01   11/13/95  M-M  11/30/96            110.00    0.00
             2-2                                                                                             0.00             0.00

01  0880 05  R1    KATS,YELENA           C  1050  795.00  750.00   01   07/10/93  M-M  07/31/95            110.00    0.00    02/96
             2-2                                                                                             0.00            15.00

01  0881 02  R1    DOSHER, ROYCE A.      C  1050  795.00  750.00   01   05/05/90  12M  12/31/97            200.00    0.00    01/96
             2-2                                                                                             0.00            15.00

01  0882 03  R1    CUNDIFF/WHITE         N  1050  795.00  775.00   01   07/18/99  12M                      150.00    0.00
             2-2                                                                                             0.00             0.00

01  0882 01        VACANT                   1050  795.00
             2-2

01  0883 02  R1    LEWIS, ABE            C  1050  795.00  750.00   01   02/15/90  M-M  03/28/91            210.00    0.00    04/97
             2-2                                                                                             0.00            10.00

01  0884 02  R1    MIRA, ANGELO/MARGORI  C  1050  795.00  725.00   01   06/22/96  06M  08/31/97            120.00             0.00
             2-2                                                                                             0.00             0.00

01  0885 01  R1    SAMPSON, EUGENE; M/M  C  1050  795.00  725.00   01   05/12/78  12M  09/30/97             40.00    0.00    10/96
             2-2                                                                                             0.00             0.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 15
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
12                                          NOB HILL SOUTH/EAST                                          SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               09:00
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C> <C>  <C>    <S>                  <C><C>  <C>     <C>      <C>   <C>      <C>  <C>                <C>       <C>     <C>
01  0886 01  R1    CORKRAN,STEPHEN/TINA  C 1050  795.00  750.00   01   02/11/95  M-M  01/31/98           300.00    0.00   03/96
             2-2                                                                                           0.00           15.00

01  0887 03  R1    VALENZUELA, MR.; MRS  C 1050  795.00  750.00   01   04/12/96  0M  10/31/97           110.00    0.00
             2-2                                                                                           0.00            0.00

01  0888 04  R1    OLIVER/DENNIS         C 1050  795.00  750.00   01   05/10/97  12M  05/31/98           210.00    0.00
             2-2                                                                                           0.00            0.00

01  0889 02  R1    REED,DANA & ROBERT    C 1050  795.00  725.00   01   01/01/97  6M   06/30/97           200.00    0.00
             2-2                                                                                           0.00            0.00

01  0890 02  R1    COLEY/HORTON          C 1050  795.00  750.00   01   02/08/97  12M  02/28/98           110.00    0.00
             2-2                                                                                           0.00            0.00

01  0891 02  R1    **BRANDT/JACOBS       C 1050  795.00  775.00   01   08/17/95  H-M  09/30/95             0.00    0.00
             2-2                                                                                           0.00            0.00

01  0892 01  R1    XIAMMIN,ZHOU          C 1050  795.00  725.00   01   08/10/96  6M   08/31/97           100.00    0.00
             2-2                                                                                           0.00            0.00

01  0893 02  C1    MORAN/HOFSETH         C 850   645.00  595.00   01   01/11/97  6M   07/31/97           110.00    0.00
             2-1                                                                                           0.00            0.00

01  0894 06  C1    ACAC ,ROXANNE P.      c 850   645.00  615.00   01   05/07/96  M-M  05/31/97           110.00    0.00   06/97
             2-1                                                                                           0.00           20.00

01  0895 01  C1L   MCKINNEY,CATHERINE    C 850   620.00  595.00   01   03/08/96  M-M  03/31L97           310.00    0.00
             2-1                                                                                           0.00            0.00

01  0896 03  C1L   HIOTT, EUNICE         C 850   620.00  570.00   01   09/30/96  06M  09/30/97           110.00    0.00
             2-1                                                                                           0.00            0.00

01  0897 03  C1L   **MODEL-2-1           C 850   620.00  635.00   01   06/01/92  M-M  06/30/92            00.00    0.00
             2-1                                                                                           0.00            0.00

01  0898 03  C1L   LAM, TONY             C 850   620.00  585.00   01   08/24/91  M-M  08/31/92           110.00    0.00   03/97
             2-1                                                                                           0.00            5 00

01  0899 02  R1    LEVA, ROSE            C 1050  795.00  750.00   01   04/19/91  12M  12/31/97           210.00    0.00   01/96
             2-2                                                                                           0.00           15.00

01  0900 01  R1    HERNANDEZ,RUDY        C 1050  795.00  725.00   01   08/10/96  12M  08/31/97           120.00    0.00
             2-2                                                                                           0.00            0.00

01  0901 01  R1    LANGHAM, EARL         C 1050  795.00  750.00   01   06/17/72  M-M  04/30/97             0.00  775.00-  01/96
             2-2                                                                                           0.00           15.00

01  0902 02  R1    GUTLERREZ 5/31/97     N 1050  795.00  795.00   01   06/28/99                            0.00    0.00
             2-2                                                                                           0.00            0.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 16
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
12                                          NOB HILL SOUTH/EAST                                          SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               09:00
===================================================================================================================================
             TYPE                        S                                         **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC  NAME                  T  SQFT  MARKET  ACTUAL   DUE   MOVE-IN    TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE  AMOUNT
===================================================================================================================================
<C> <C> <C>  <C>    <S>                  <C><C>  <C>     <C>      <C>   <C>      <C>  <C>                <C>       <C>     <C>
01  0902     R1    VACANT                   1050  795.00
             2-2

01  0903 01  R1    WHITE, MARTISHIA      C  1050  795.00  750.00   01   05/04/73  12M  03/31/99            10.00    0.00    04/97
             2-2                                                                                            0.00            15.00

01  0904 02  R1    **ZAMORA,MANNY        C  1050  795.00  775.00   01   04/01/97  M-M  04/30/97             0.00    0.00
             2-2                                                                                            0.00             0.00

01  0905 05  R1    SOMMA,KAREN& RICHARD  C  1050  795.00  725.00   01   01/10/97  12M  01/31/98           100.00    0.00
             2-2                                                                                            0.00             0.00

01  0906 02  R1    CLARK,ELIZABETH       C  1050  795.00  750.00   01   05/03/97  12M  05/31/98           260.00    0.00
             2-2                                                                                            0.00             0.00

01  0907 03  R1    KURANOFF, EVELYN      C  1050  795.00  750.00   01   01/10/93  12M  01|31/98             0.00    0.00    02/96
             2-2                                                                                            0.00    0.00    15.00

01  0908 02  R1    BROWN 6/20/97         N  1050  795.00  795.00   01   07/11/99  12M                       0.00    0.00
             2-2                                                                                            0.00             0.00

01  0908     R1    VACANT                   1050  795.00
             2-2

01  0909 01  R1    HAWKINS, EZELLE       C  1050  795.00  725.00   01   12/11/74  12M  02/28/98            10.00    0.00    03/96
             2-2                                                                                            0.00            25.00

01  0910 01  R1    COTLAR-LEVY,CHERI     C  1050  795.00  725.00   01   07/30/96  12M  07/31/97           100.00    0.00
             2-2                                                                                            0.00             0.00

01  0911 04  H1    **HANEY,JOHN & CAROL  C  1440 1250.00  1225.00  01   01/17/97  M-M  02/28/97              0.00   0.00
             3-2                                                                                             0.00            0.00

01  0912 04  H1    MCKELROY, WM. G/JOY   C  1440 1250.00  1200.00  01   05/25/91  12M  09/30/97            470.00   0.00    06/94
             3-2                                                                                             0.00          100.00

01  0913 01  K     WALKER, MARGARET      C  1120  850.00   795.00  01   08/22/70  12M  09/30/97             10.00   0.00    10/96
             2-2                                                                                             0.00           10.00

01  0914 02  K1    EDWARDS, JACQUELYN    C  1120  850.00   815.00  01   03/02/90  M-M  07/31/96            210.00   0.00    04/97
             2-2                                                                                             0.00           15.00

01  0915 04  K1    DAVIS, MYRA (SUNNY)   C  1120  850.00   795.00  01   07/29/93  12M  10/31/97            210.00   0.00    09/96
             2-2                                                                                             0.00           10.00

01  0916 07  K1    MULVANEY,CLIFF/JUDY   C  1120  850.00   815.00  01   03/2B/97  9M   12/31/97            350 00   0.00
             2-2                                                                                             0.00            0.00

01  0917 02  K1    ABRAHAMS, SUE         C  1120  850.00   795.00  01   07/07/95  12M  07/31/97            110.00   0.00    08/96
             2-2                                                                                             0.00           10.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 17
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
12                                          NOB HILL SOUTH/EAST                                          SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               09:00
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C> <C>  <C>    <S>                  <C><C>  <C>     <C>      <C>   <C>      <C>  <C>                <C>       <C>     <C>
01  0918 05  K1   WAGNER, LISA          C  1120   850.00  795.00   01   10/05/96  12M  10/31/97        100.00    0.00
             2-2                                                                                         0.00             0.00

01  0919 01  K1   EISEN, LOUIS; M/M     C  1120   850.00  815.00   01   04/10/73  12M  03/31/99         10.00    0.00    04/97
             2-2                                                                                         0.00            15.00

01  0920 03  [1   SMITH, Z  6/10/97     N  1120   850.00  850.00   01   07/01/99                         0.00    0.00
             2-2                                                                                         0.00             0.00

01  0920     K1   VACANT                   1120   850.00
             2-2

01  0921 01  K1   GREENE, LUCILLE       C  1120   850.00  815.00   01   11/26/85  12M  03/31/98         60.00    0.00    04/97
             2-2                                                                                         0.00            15.00

01  0922 02  K1   SMITH, LEE & LYNNE    C  1120   850.00  815.00   01   08/17/91  12M  03/31/98        420.00    0.00    04/97
             2-2                                                                                         0.00   15.00


01 0923  01  K1   **NOB HILL SO/EA DFF  C  1120   850.00  835.00   01   05/01/78  M-M  05/31/78          0.00    0.00    05/92
             2-2                                                                                         0.00            20.00

01 0924  01  K1   FELDHUSAN, MARGARET   C  1120   850.00  795.00   01   06/22/96  12M  06/30/97        110.00    0.00
             2-2                                                                                         0.00             0.00

01 0925  01  K1   JONES/ROSS    C          1120   850.00  750.00   01   02/08/95  M-M  02/28/96          0.00    0.00    03/97
             2-2                                                                                         0.00            25.00

01 0926  02  K1   WU,SCOT & XUE,JANE    C  1120   850.00  815.00   01   02/24/96  M-M  02/28/97        200.00    0.00    04/97
             2-2                                                                                         0.00             0.00

01 0927  02  J1   CHEN, PATRICK/CHENG   C   936   695.00  695.00   01   06/14/97  06M  12/31/97        110.00    0.00
             2-1                                                                                         0.00             0.00

01 0928  05  J1   COGAN,SALLY           C   936   695.00  650.00   01   10/07/95  12M  10/31/97        110.00    0.00
             2-1                                                                                         0.00             0.00

01 0929  01  81   FRIEDERMAN, IRENE     C   798   620.00  600.00   01   08/06/83  12M  02/28/98         10.00    0.00    03/97
             1-1                                                                                         0.00            25.00

01 0930  07  81   CARTER,LARRY          C   798   620.00  595.00   01   02/15/97  12M  02/28/98        160.00    0.00
             1-1                                                                                         0.00             0.00

01 0931  02  B1   WEINZEL,DAISY         C   798   620.00  610.00   01   05/15/97  12M  05/31/98        100.00    0.00
             1-1                                                                                         0.00             0.00

01 0932  01  B1   KOGEN, FRED           C   798   620.00  610.00   01   08/01/82  M-M  02/28/91        160.00    0.00    03/97
             1-1                                                                                       200.00   10.00

01 0933  03  91   BAILEY,LULA MAY       C   798   620.00  610.00   01   06/14/97  12M  06/30/98        100.00    0.00
             1-1                                                                                         0.00             0.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 18
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
12                                          NOB HILL SOUTH/EAST                                          SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               09:00
===================================================================================================================================
             TYPE                        S                                         **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC  NAME                  T   SQFT MARKET  ACTUAL   DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C> <C>  <C>    <S>                  <C><C>  <C>     <C>      <C>   <C>      <C>  <C>                <C>       <C>     <C>
01 0934  01  C1    STEINMAN, DIANA       C   850  645.00  620.00   01   06/03/82  M-M  02/28/97           210.00    0.00    03/96
             2-1                                                                                            0.00            25.00

01 0935  01  B1    GOLDFARB, ROSE        C   798  620.00  600.00   01   03/01/78  12M  10/31/97            10.00    0.00    11/96
             1-1                                                                                            0.00            25.00

01 0936  02  B1    SHAFFER, TINA         C   798  620.00  610.00   01   09/01/94  M-M  11/30/96           110.00    0.00    03/97
             1-1                                                                                            0.00            10.00

01 0937  01  B1    RUDIN, ZELDA          C   798  620.00  575.00   01   06/15185  12M  02/28/98            60.00    0.00    03/97
             1-1                                                                                            0.00            25.00

01 0938  01  B1    SHAPIRO, LILLY        C   798  620.00  535.00   01   07/15/71  12M  07/31/97             0.00    0.00    08/96
             1-1                                                                                            0.00            25.00

01 0939  03  81    TATE,BETH             C   798  620.00  595.00   01   03/08/97  12M  03/31/98           110.00    0.00
             1-1                                                                                            0.00             0.00

01 0940  02  B1    STEINBERGER, SALLY    C   798  620.00  610.00   01   12/16/91  12M  02/28/98           110.00    0.00    03/97
             1-1                                                                                            0.00            10.00

01 0941  06  J1    JOHNSON,MIRNA&KEITH   C   936  695.00  675.00   01   04/01/97  12M  03/31/98           100.00    0.00
             2-1                                                                                            0.00             0.00

01 0942  02  J1    OSTERLOH, BEVERLY     C   936  695.00  660.00   01   01/18/92  12M  02/28/98           110.00    0.00    03/97
             2-1                                                                                            0.00            10.00

01 0943  05  R1    MROUE,MOUSSA          C  1050  795.00  750.00   01   06/06/97  12M  06/30/98           110.00  750.00
             2-2                                                                                            0.00             0.00

01 0944  02  R1    WESTERGREN/JONES      N  1050  795.00  775.00   01   06/28/99  12M                     100.00    0.00
             2-2                                                                                            0.00             0.00

01 0944      R1    VACANT                   1050  795.00
             2-2

01 0945  03  R1    KOROT, BELLE          C  1050  795.00  725.00   01   12/22/90  12M  08/31/97           200.00    0.00    09/95
             2-2                                                                                            0.00            30.00

01 0946  04  R1    KRUGLIAK, ZINOVY      C  1050  795.00  725.00   01   10/14/96  06M  10/31/97           100.00    0.00
             2-2                                                                                            0.00             0.00

01 0947  09  R1    NIEDERMAN,DAVID&TWEE  C  1050  795.00  725.00   01   08/10/96  06M  08/31/97           100.00    0.00
             2-2                                                                                            0.00             0.00

01 0948  01  R1    NANAN,DAVE&DONNA      C  1050  795.00  750.00   01   01/25/97  9M   10/31/97           110.00    0.00
             2-2                                                                                            0.00             0.00

01 0949  01  R1    COPLAND, LESTER; M/M  C  1050  795.00  640.00   01   11/05/76  M-M  11/30/96            10.00   0.00    03/95
             2-2                                                                                            0.00           25.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 19
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
12                                          NOB HILL SOUTH/EAST                                          SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               09:00
===================================================================================================================================
             TYPE                        S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC  NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C> <C>  <C>    <S>                  <C><C>  <C>     <C>      <C>   <C>      <C>  <C>                <C>       <C>     <C>
01 0950  01  R1   SATRE,STANLEY/BEV      C  1050 795.00  725.00   01   09/01/96  M-M  02/28/97           310.00    0.00
             2-2                                                                                           0.00             0.00

01 0951  01  R1   FROMBERG MR./MRS.      C  1050 795.00  750.00   01   09/07/89  12M  03/31/98           210.00    0.00    04/97
             2-2                                                                                           0.00            10.00

01 0952  04  R1   SANDLER/STEWART        N  1050 795.00  775.00   01   07/25/99                          100.00    0.00
             2-2                                                                                           0.00             0.00

01 0952      R1   VACANT                    1050 795.00
             2-2

01 0953  06  R1   PAIS, MR. & MRS.       C  1050 795.00  750.00   01   09/10/94  12M  03/31/98           110.00     0.00   04/97
             2-2                                                                                           0.00            20.00

01 0954  01  R1   HOFFMAN, CARY          C  1050 795.00  750.00   01   11/18/77  M-M  06/30/98           220.00     0.00   03/96
             2-2                                                                                           0.00            10.00

01 0955  05  R1   TREVINO/MELENDEZ       C  1050 795.00  750.00   01   04/04/97  9M  01/31/98            110.00     0.00
             2-2                                                                                           0.00             0.00

01 0956  01  R1   RUSSELL, MARJORIE      C  1050 795.00  725.00   01   07/01/96  12M  06/30/97           110.00     0.00
             2-2                                                                                           0.00             0.00

01 0957  01  R1   COOK, LAJANIE          C  1050 795.00  750.00   01   05/04/96  M-M  05/31/97            300.00    0.00
             2-2                                                                                            0.00            0.00

01 0958  01  R1   GAREY/NAVIN            C  1050 795.00  735.00   01   07/01/95  12M  07/31/97            120.00    0.00
             2-2                                                                                            0.00            0.00

01 0959  01  J1L  TYSER, ERED/EVELYN     C   936 670.00  620.00   01   08/02/88  12M  09/30/97             60.00    0.00   10/96
             2-1                                                                                            0.00           15.00

01 0960  01  J1L  LECLAIR/MCGRAW         C   936 670.00  635.00   01   06/21/96  M-M  03/31/97            110.00    0.00
             2-1                                                                                            0.00            0.00

01 0961 07   J1L  STALAROW, GLORIA       C   936 670.00  635.00   01   03/01/96  12M  02/28/98            110.00    0.00
             2-1                                                                                            0.00            0.00

01 0962 04   J1L  FRANKLIN/SIMON,JOANN   C   936 670.00  660.00   01   10/04/96  12M  10/31/97            110.00    0.00
             2-1                                                                                            0.00            0.00

01 0963 02   R1   EICHEM, R0BERT M/M     C  1050 795.00  750.00   01   04/29/91  12M  04/30/98            400.00    0.00   05/96
             2-2                                                                                            0.00           15.00

01 0964 02   R1   GARRETT,LAURA          C  1050 795.00  750.00   01   02/22/97  12M  02/28/98            210.00    0.00
             2-2                                                                                            0.00            0.00

01 0965 01   R1   ARNOLD, NANCY          C  1050 795.00  750.00   01   04/08/81  M-M  02/28/97            210.00    0.00   03/96
             2-2                                                                                            0.00           10.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 20
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
16                                          NOB HILL SOUTHWEST APTS.                                     SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               09:00:37
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C><C>  <C> <C>  <S>                   <C><C>  <C>     <C>     <C>  <C>        <C>    <C>            <C>        <C>     <C>
01 0966  03  R1   MILLS,MELVYN&BOBBIE   C 1050  795.00  725.00  01   11/08/96   12M 11/30/97           210.00    0.00
             2-2                                                                                         0.00             0.00

01 0967  01  J1   KELSO, EDITH          C  936  695.00  660.00  01   12/21/87   12M 02/28/98            60.00    0.00     03/97
             2-1                                                                                         0.00             20.00

01 0968  02  J1   SELF, RACHEL          C  936  695.00  660.00  01   07/05/96   M-M 01/31/97            500.00   0.00
             2-1                                                                                          0.00             0.00

01 0969  01  J1   BROWN, MARY           C  936  695.00  635.00  01   04/15/83   12M 06/30/97            210.00   0.00     07/96
             2-1                                                                                          0.00            10.00

01 0970  03  J1   GORELIK,SVETLANA      C  936  695.00  695.00  01   05/30/97   6M 11/30/97             200.00   0.00
             2-1                                                                                          0.00             0.00

01 0971  02  R1   EPTING, H. W.         C 1050  795.00  750.00  01   07/01/90   12M 03/31/98            210.00   0.00     04/97
             2-2                                                                                          0.00            10.00

01 0972  01  R1   YANDELL, GALE J.      C 1050  795.00  745.00  01   03/03/95   M-M 03/31/96            510.00   0.00     04/97
             2-2                                                                                          0.00            25.00

01 0973  01  C1   MASSEY, FLORINNE      C  850  645.00  615.00  01   09/20/88   24M 03/31/99            170.00   0.00     04/97
             2-1                                                                                          0.00             0.00

01 0974  02  C1   DELEON / SCHMIDT      C  850  645.00  615.00  01   10/09/94   M-M 05/31/97            100.00   0.00     06/97
             2-1                                                                                          0.00             5.00

01 0975  03  C1   SHILOW/BOYCE          C  850  645.00  595.00  01   11/02/96   M-M 05/31/97            200.00   0.00
             2-1                                                                                          0.00             0.00

01 0976  03  C1   CHOW, CHRISTINE       C  850  645.00  595.00  01   08/03/96   12M 08/31/97            110.00   0.00
             2-1                                                                                          0.00             0.00

01 0977  01  C1   GROTSKY, ROSE         C  850  645.00  615.00  01   03/31/77   12M 05/31/98            100.00   0.00      06/97
             2-1                                                                                          0.00             0.00

01 0978  03  C1   SHAFRANIK/STOVBUN     N  850  645.00  635.00  01   07/01/99   06M                       0.00   0.00
             2-1                                                                                          0.00             0.00

01 0978      C1   VACANT                   850  645.00
             2-1

01 0979  01  C1   MONTY, CLAIRE         C  850  645.00  595.00  01   11/23/85   12M 02/28/98             60.00   0.00     03/97
             2-1                                                                                          0.00            10.00

01 0980  02  C1   ELHENNAWY ADEL/SALLY  C  850  645.00  615.00  01   04/07/95   12M 03/31/98            110.00   0.00     04/97
             2-1                                                                                          0.00            20.00

01 0981  03  R1   MITCHELL, PAULA       C 1050  795.00  725.00  01   09/14/96   M-M 03/31/97            300.00   0.00
             2-2                                                                                          0.00             0.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 21
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
16                                          NOB HILL SOUTHWEST APTS.                                     SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               09:00:40
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C> <C> <C>    <S>                 <C> <C> <C>    <C>      <C>   <C>       <C>  <C>                 <C>     <C>     <C>

01 0982  02  R1   LAI,ALBERT & EMILY    C 1050  795.00  725.00  01   08/13/96   6M 08/31/97            100.00    0.00
             2-2                                                                                         0.00                0.00

01 0983  01  B1   HEARD, MABEL          C  798  620.00  590.00  01   07/15/89   12M 02/28/98            10.00    0.00       03/97
             1-1                                                                                         0.00               25.00

01 0984  04  B1   TAYLOR,JANET          C  798  620.00  610.00  01   10/11/96   12M 10/31/97           110.00    0.00
             1-1                                                                                         0.00                0.00

01 0985  02  B1   **SALAMON,BILL&MRS.   C  798  620.00  610.00  01   08/17/90   M-M 11/30/96           160.00    0.00       10/96
             1-1                                                                                         0.00                0.00

01 0986  04  81   HUFF, MICHAEL         C  798  620.00  600.00  01   10/30/93   12M 02/28/98           150.00    0.00       03/97
             1-1                                                                                         0.00               25.00

01 0987  03  B1   BURNSIDE,ROBBIE       C  798  620.00  620.00  01   06/11/97   6M 12/31/97             460.00   0.00
             1-1                                                                                          0.00               0.00

01 0988  01  B1   TATE, HOWARD; M/M     C  798  620.00  610.00  01   04/11/87   M-M 02/28/97            100.00   0.00       03/97
             1-1                                                                                          0.00              10.00

01 0989  02  B1   FABIAN, JEAN          C  798  620.00  600.00  01   08/15/90   12M 08/31/97            160.00   0.00       10/96
             1-1                                                                                          0.00              25.00

01 0990  01  B1   DWYER, SHANNON        C  798  620.00  595.00  01   03/01/97   12M 02/28/98            110.00   0.00
             1-1                                                                                          0.00               0.00

01 0991  06  B1   LEVIT, ABRAHAM        C  798  620.00  610.00  01   06/27/93   M-M 12/31/93            100.00   0.00       03/97
             1-1                                                                                          0.00              10.00

01 0992  02  B1   KAPLAN,RANDY          C  798  620.00  600.00  01   09/01/95   M-M 05/31/97            150.00   0.00
             1-1                                                                                          0.00               0.00

01 0993  01  B1   POEN/BENIVIDES        C  798  620.00  595.00  01   03/29/97   9M 12/31/97             100.00   0.00
             1-1                                                                                          0.00               0.00

01 0994  05  B1   PUDWILL, MARK         C  798  620.00  610.00  01   06/15/97   12M 06/30/97            100.00   0.00
             1-1                                                                                          0.00               0.00

01 0995  02  B1   BRUSEGAARD,KATE       C  798  620.00  595.00  01   11/14/90   12M 02/28/98            180.00   0.00       03/97
             1-1                                                                                          0.00              25.00

01 0996  01  B1   SCHLOSSBERG, AL       C  798  620.00  590.00  01   07/21/82   12M 02/28/98            150.00   0.00       03/97
             1-1                                                                                          0.00               0.00

01 0997  01  B1   HOROWITZ, LILLIE      C 1120  850.00  805.00  01   06/01/86   12M 03/31/98              0.00   0.00       04/97
             2-2                                                                                          0.00               5.00

01 0998  05  K1   BEARD/STEPHENS        C 1120  850.00  815.00  01   03/27/97   12M 03/31/98            100.00   0.00
             2-2                                                                                          0.00               0.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 22
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
12                                          NOB HILL SOUTHWEST APTS.                                     SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               09:00:43
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT           LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R    BALANCE    AMOUNT
===================================================================================================================================
<C> <C> <C> <C>   <S>                  <C> <C> <C>    <C>      <C>   <C>       <C>  <C>                 <C>     <C>     <C>
01 0999  02  K1   MILLER, MR. & MRS.    C 1120  850.00  795.00  01   06/15/92   12M 09/30/97            10.00       0.00     10/96
             2-2                                                                                         0.00                 0.00

01 1000  02  K1   MANNING, ROBERT J.    C 1120  850.00  815.00  01   03/15/97   06M 09/30/97           210.00       0.00
             2-2                                                                                         0.00                 0.00

01 1001  02  K1   **SCHAMBERGER,SUE/JO  C 1120  850.00  835.00  01   02/15/93   M-M 03/31/93            10.00       0.00
             2-2                                                                                         0.00                 0.00

01 1002  01  K1   URBINA,TERRI & JAMES  C 1120  850.00  795.00  01   07/15/96   12M 07/31/97           210.00     422.50
             2-2                                                                                         0.00                 0.00

01 1003  02  K1   REQUENES,CIELO,ALMA   C 1120  850.00  815.00  01   12/18/90   M-M 03/31/98           210.00     815.00-    04/97
             2-2                                                                                         0.00                15.00

01 1004  01  K1   BENTLEY, MARION E.    C 1120  850.00  795.00  01   12/10/94   M-M 12/31/95           100.00       0.00     03/97
             2-2                                                                                         0.00                20.00

01 1005  04  M1   SCHILLING, MR. & MRS  C 1240  905.00  875.00  01   04/09/92   M-M 04/30/94           120.00       0.00     03/96
             2-2                                                                                         0.00                10.00

01 1006  04  M1   ROMOFF, MERILYN       C 1240  905.00  895.00  01   04/15/97   12M 04/30/98           210.00       0.00
             2-2                                                                                         0.00                 0.00

01 1007  06  M1   CARSCH, KURT/MARILYN  C 1240  905.00  875.00  01   10/22/93   12M 02/28/99           110.00       0.00     03/97
             2-2                                                                                         0.00                10.00

01 1008  01  M1   FRIEDMAN, FAYE        C 1240  905.00  875.00  01   09/16/69   M-M 11/30/96            10.00       0.00     04/97
             2-2                                                                                         0.00                25.00

01 1009  03  M1   MANN,JERRY & MARILYN  C 1240  905.00  895.00  01   05/01/97   12M 04/30/98           100.00       0.00
             2-2                                                                                         0.00                 0.00

01 1010  04  M1   RUFF, SUSAN           C 1240  905.00  875.00  01   11/01/96   12M 10/31/97           220.00       0.00
             2-2                                                                                         0.00                 0.00

01 1011  03  M1   **NAIZER, TIM/CARRIE  C 1240  905.00  905.00  01   06/15/96   M-M 07/31/96            20.00       0.00
             2-2                                                                                         0.00                 0.00

01 1012  04  M1   COX/WESTFALL,LORI     C 1240  905.00  895.00  01   10/13/95   12M 03/31/98            220.00      0.00     04/97
             2-2                                                                                          0.00               20.00

01 1013  01  M1   BENDER, LIBBY         C 1240  905.00  845.00  01   09/01/69   126 09/30/97             10.00  2,112.50-    10/96
             2-2                                                                                          0.00               25.00

01 1014  09  M1   BEATY/ZISKROUT        C 1240  905.00  905.00  01   06/19/97   06M 12/31/97            100.00      0.00
             2-2                                                                                          0.00                0.00

01 1015  01  M1   BADASH, HERMAN; M/M   C 1240  905.00  875.00  01   10/06/78   12M 02/28/98            195.00      0.00     03/97
             2-2                                                                                          0.00               10.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 23
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
16                                          NOB HILL SOUTHWEST APTS.                                     SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               09:00:46
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C> <C> <C>   <S>                 <C> <C> <C>    <C>      <C>   <C>       <C>  <C>       <C>      <C>       <C>        <C>
01 1016  04  M1   COLACITO,GENE/BEVERL  C 1240  905.00  875.00  01   09/20/92   M-M 10/31/96            310.00       0.00   11/96
             2-2                                                                                          0.00              10.00

01 1017  01  M1   MERSON, PEARL         C 1240  905.00  850.00  01   06/25/71   12M 06/30/97             10.00     425.00-  07/94
             2-2

01 1018  04  M1   **PHILLIPS, SUSAN     C 1240  905.00  905.00  01   12/15/92   M-M 01/31/93             10.00       0.00
             2-2                                                                                          0.00               0.00

01 1019  02  M1   MILLS, JOHN A.        C 1240  905.00  895.00  01   03/24/97   12M 03/31/98            110.00       0.00
             2-2                                                                                          0.00               0.00

01 1020  03  M1   **BATSON,PEGGY/BOYCE  C 1240  905.00  905.00  01   03/25/95   M-M 04/30/95             10.00       0.00   08/95
             2-2                                                                                          0.00              25.00

01 1021  07  M1   WILLIS, JOHN/JANET    C 1240  905.00  875.00  01   06/21/96   12M 06/30/97            120.00       0.00
             2-2                                                                                          0.00               0.00

01 1022  01  M1   SANTANA/RIOS          C 1240  905.00  895.00  01   06/01/94   M-H 06/30/95 06/05/97   120.00       0.00   04/97
             2-2                                                                             07/05/99     0.00              20.00

01 1022  02  M1   EFRAT 6/16/97         N 1240  905.00  905.00  01   08/05/99                           200.00       0.00
             2-2                                                                                          0.00               0.00

01 1023  01  M1   **BARRON, BARBARA     C 1240  905.00  905.00  01   12/12/97   M-M 01/31/88              0.00       0.00   05/92
             2-2                                                                                          0.00              20.40

01 1024  07  M1   GREENBERG-MAERSCH     C 1240  905.00  895.00  01   06/06/97   12M 06/30/98            110.00       0.00
             2-2                                                                                          0.00               0.00

                  TOTAL CURRENT RESIDENTS                                                           49, 570.96   8,933.50-
                                                                                                        200.00
                  TOTAL PREVIOUS RESIDENTS                                                                0.00       0.00
                                                                                                          0.00
                  TOTAL PROJECT         337,616          231,165.00                                 49, 570.96   8,933.50-
                                                 257,055.00                                             200.00
                  TOTAL #UNIT           370

                  GROSS POSSIBLE INCOME          244,970.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 1
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
16                                          NOB HILL SOUTHWEST APTS.                                     SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               00:48:58
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C> <C> <C>   <S>                  <C><C>   <C>     <C>     <C>  <C>        <C> <C>        <C>       <C>       <C>        <C>
01  101  03  D    **MATHIS. EVA         C 1240  905.00  905.00  01   04/01/94   M-M 04/30/94                 0.00      0.00
             2/2

01  102  04  D    CUCCIA/CANTU        L N 1240  905.00  895.00  01   07/01/99                              200.00      0.00
             2/2                                                                                             0.00               0.00

Q1  102      D    VACANT                  1240  905.00
             2/2                                                                                             0.00               0.00

01  103  01  D    SINTON, WALTER        C 1240  905.00  875.00  01   11/15/83   12M 10/31/97                10.00      0.00    11/95
             2/2                                                                                             0.00               0.00

Q1  104  01  D    VAN TRAIN, ELEANOR    C 1240  905.00  875.00  01   06/15/85   1YR 03/31/98                60.00  7,900.00-   04/96
             2/2                                                                                             0.00               0.00

01  105  01  D    HARDEN, ROBERT        C 1240  905.00  850.00  01   08/01/94   M-M 08/31/97               320.00      0.00    09/95
             2/2                                                                                             0.00               0.00

01  106  01  D    VERMA, AVINSH         C 1240  905.00  850.00  01   08/17/96   9M0 05/31/98               100.00      0.00
             2/2                                                                                             0.00               0.00

01  107  01  D    ROSS, JULES           C 1240  905.00  815.00  01   07/03/89   M-M 11/30/97               210.00      0.00    01/96
             2/2                                                                                             0.00              25.00

01  108  01  D    FOUX, ANGELA        N C 1240  905.00  850.00  01   06/02/95   12M 06/30/96   06/18/97    100.00      0.00    11/96
             2/2                                                                               07/19/99      0.00               0.00

01  108  02  D    GILLIS             PL N 1240  905.00  895.00  01   08/01/99                                0.00       0.00
             2/2                                                                                             0.00               0.00

01  109  05  D    BROCATO, NOLA M.      C 1240  905.00  850.00  01   02/25/95   12M 02/28/98               110.00      0.00    03/96
             2/2                                                                                             0.00               0.00

01  110  02  D    VEGA/HERRERA          C 1240  905.00  895.00  01   06/05/97   9M0 03/31/98               100.00      0.00
             2/2                                                                                             0.00               0.00

02  111  03  D    GOLDEN 0. E.          C 1240  905.00  875.00  01   07/15/92   M-M 05/30/95               260.00      0.00    03/96
             2/2                                                                                             0.00              10.00

02  112  04  D    NATES, JOSEPH         C 1240  905.00  850.00  01   02/01/97   6MT 07/31/97               110.00      0.00
             2/2                                                                                             0.00               0.00

02  113  01  D    MARCOE, SANDRA        C 1240  905.00  875.00  01   02/06/83   12M 03/31/98               210.00      0.00    02/96
             2/2                                                                                             0.00              25.00

02  114  02  D    SOMPALASIN, SIRAPORN C  1240  905.00  850.00  01   11/30/96   6MT 05/31/97               200.00      0.00
             2/2                                                                                             0.00               0.00

02  115  02  D    THOMAS, JULIAN/FRANC C  1240  905.00  875.00  01   09/16/95   12M 10/31/97               300.00      0.00
             2/2                                                                                             0.00               0.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 2
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
16                                          NOB HILL SOUTHWEST APTS.                                     SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               00:49:54
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C> <C> <C>   <S>                  <C><C>   <C>     <C>     <C>  <C>        <C> <C>        <C>       <C>       <C>        <C>
02  116  02  D    ANTONACCI, VINCENT    N 1240  505.00  850.00  01   10/31/97   6M0 04/30/97             220.00    0.00     05/97
             2/2                                                                                           0.00              0.00
02  116      D    VACANT                  1240  905.00
             2/2

02  117  03  D    SNEAD, ROSIE          C 1240  905.00   845.00  01  09/19194   12M 05/31/98             210.00    0.00     04/96
             2/2                                                                                           0.00              0.00

02  118  03  D    BLUMFIELD,RICHARD     C 1240  905.00   845.00  01   01/18/95  12M 02/28/98             110.00    0.00     03/97
             2/2                                                                                           0.00              0.00

02  119  01  D    SIMON, RUTH           C 1240  905.00   850.00  01   11/05/85  12M 10/31/97              70.00    0.00     11/96
             2/2                                                                                           0.00              0.00

02  120  02  D    MARASEK, PEGGY        C 1240  905.00   895.00  01   05/20/97  12M 05/31/98             410.00    0.00
             2/2                                                                                           0.00              0.00

02  121  02  D    BEJAR, JACOBO/SARA    C 1240  905.00   875.00  01   11/29/92  12M 06/30/97             110.00    0.00     06/94
             2/2                                                                                           0.00              0.00

02  122  02  D    MATHEW, PAUL          C 1240  905.00   875.00  01   05/20/97  6MO 11/30/97             100.00    0.00
             2/2                                                                                           0.00              0.00

03  123  01  B-L  CUSICK/COX            D 1066  770.00   695.00  01   04/08/95  1YR 05/31/97   05/08/97  200.00   24.00     06/97
             212                                                                               06/09/97    0.00              0.00

03  123  02  B-L  RAMSEY,             L N 1066  770.00   750.00  01   06/20/99                           100.00    0.00
             2/2                                                                                           0.00              0.00

03  123      B-L  VACANT                  1066  770.00
             2/2

03  124  01  B-L  GUILLORY, MARY        C 1066  770.00   720.00  01   09/01/86  M-M 01/31/91              60.00    0.00     11/96
             2/2                                                                                           0.00              0.00

03  125  04  B-L  MATACHINSKAS, JOESPH  C 1066  770.00   725.00  01   03/08/97  6M0 09/30/97             220.00    0.00
             2/2                                                                                           0.00              0.00

G3  126  01  8-L  WINAKER/RUBENSTEIN   C 1066  770.00   695.00  01   08/01/96  1YR 07/31/97             120.00    0.00
             2/2                                                                                           0.00              0.00

03  127  03  8-L  GUARDIOLA, GLORIA     C 1066  770.00   695.00  01   10/14/9S  1YR 10/31/97             100.00    0.00
             2/2                                                                                           0.00              0.00

03  128  06  B-L  CORDRAY, ROBERT       C 1066  770.00   725.00  01   04/03/97  12M 04/30/98             360.00    0.00
             2/2                                                                                           0.00              0.00

03  129  04  8    LASSITER/HAUDE        C 1066  795.00   695.00  01   11/27/96  6M0 05/31/97             220.00    0.00
             2/2                                                                                           0.00              0.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

QCRM410                                     RENT ROLL REPORT                                                            PAGE 3
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
16                                          NOB HILL SOUTHWEST APTS.                                     SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               00:50:47
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C> <C> <C>   <S>                  <C><C>   <C>     <C>     <C>  <C>        <C> <C>        <C>       <C>       <C>        <C>
03  130  02  8    CHAPPUIS, JACOUELINE  C 1066  795.00  695.00  01   07/20/96   1YR 07/31/97           100.00   695.00-
             2/2                                                                                         0.00              0.00

03  131  02  B-L  URMAN, NATHAN         C 1066  770.00  695.00  01   07/20/96   1YR 07/31/97            10.00    0.00
             2/2                                                                                         0.00              0.00

03  132  02  8-L  HOELSCHER, DANIEL     C 1066  770.00  695.00  01   08/23/96   6MT 08/31/97           100.00    0.00
             2/2                                                                                         0.00              0.00

03  133  05  B-L  HOWARD/LEACH          C 1066  770.00  695.00  01   07/13/96   6MT 01/31/97           110.00    0.00
             2/2                                                                                         0.00              0.00

03  134  01  B-L  NYTHE, FRANCES ET AL  C 1066  770.00  695.00  01   09/02/92   M-M 01/31/98           220.00    0.00     10/95
             2/2                                                                                         0.00              0.00

04  135  01  B-L  DIAMOND, SANDRA       C 1066  770.00  695.00  01   05/21/93   12M 06/30/97            30.00    0.00     06/94
             2/2                                                                                         0.00              0.00

04  136  07  B-L  BAUMGARDNER, BRIGITT  C 1066  770.00  695.00  01   10/01/96   6MT 03/31/98           110.00    0.00
             2/2                                                                                         0.00              0.00

G4  137  05  B-L  WARD,               L N 1066  770.00  775.00  01  06/29/97    12M                    200.00    0.00
             2/2                                                                                         0.00              0.00

04  137      9-L  VACANT                  1066  770.00
             2/2

04  138  03  8-L  ROSS, DAVID/MARTA     C 1066  770.00  695.00  01  08/10/96    1YR 02/28/98           100.00    0.00
             2/2                                                                                         0.00              0.00

04  139  03  B    SCARBOROUGH, GRAYCE   C 1066  795.00  725.00  01   02/18/91   6M0 05/31/98           210.00    0.00     06/97
             2/2                                                                                         0.00              0.00

04  140  02  B    KOBA, RMAL/ILYAS      C 1066  795.00  725.00  01   12/30/94   12M 12/31/96           200.00    0.00     03/97
             2/2                                      0.00                                              25.00

04  141  05  B    DOCZ, NANCY           C 1066  795.00  695.00  01   06/28/92   12M 07/31/97           210.00    0.00     07/94
             2/2                                                                                         0.00              0.00

04  142  03  B    DUPRE/DUYGULU         C 1066  795.00  725.00  01   09/28/96   1YR 09/30/97           200.00    0.00
             2/2                                                                                         0.00              0.00

04  143  10  B    FISHER/LUNDY          C 1066  795.00  750.00  01   05/01/97   9MT 01/31/98           500.00    0.00
             2/2                                                                                         0.00              0.00

04  144  02  B    AHMAD, NODRUSSAHAR    C 1066  795.00  725.00  01   07/27/96   6MT 07/31/97           100.00    0.00
             2/2                                                                                         0.00              0.00

04  145  07  B    COOPER,FRANCES/ANNE   C 1066  795.00  750.00  01   07/20/95   12M 10/31/97           520.00    0.00     05/97
             2/2                                                                                         0.00              0.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 4
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
16                                          NOB HILL SOUTHWEST APTS.                                     SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               00:51:40
===================================================================================================================================
             TYPE                      S                                       **  LEASE **   NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                 T   SQFT  MARKET   ACTUAL  DUE   MOVE-IN TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C> <C> <C>   <S>                  <C><C>   <C>     <C>     <C>  <C>        <C> <C>        <C>       <C>       <C>        <C>
04  146  06  B    ELIAS, MAZIN         C   1066   795.00   745.00  01  04/19/95 12M 04/30/97           100.00    0.00     05/97
             2/2                                                                                         0.00              0.00

05  147  01  B    **MCILLWAIN, GINA    C   1066   795.00   795.00  01  02/08/97 M/M 03/31/97             0.00    0.00
             2/2                                                                                         0.00              0.00

05  148  01  B    ARMSTRONG, NAOMI     C   1066   795.00   720.00  01  02/01/88 M-M 11/30/95            98.00    0.00     12/93
             2/2                                                                                       200.00              0.00

05  149  02  B    LORENZ,CLAIR/JOHN    C   1066   795.00   720.00  01  03/01/96 1YR 08/30/97           200.00    0.00     03/97
             2/2                                                                                         0.00              0.00

05  150  03  B    PARK/COHEN           C   1066   795.00   750.00  01  05/09/97 1YR 05/31/98           100.00    0.00
             2/2

05  151  01  B    VARTERESSIAN, V.     C   1066   795.00   695.00  01  03/31/87 12M 10/31/97            60.00    0.00     10/95
             2/2                                                                                       200.00              0.00

05  152  06  B    NIVARTHI, SRIRAM     C   1066   795.00   750.00  01  03/01/97 6MT 0B/31/97           110.00    0.00
             2/2                                                                                         0.00              0.00

05  153  01  B    KIRK, GREG0RY        C   1066   795.00   720.00  01  07/01/86 M-M 04/30/98           240.00    0.00     05/97
             2/2                                                                                         0.00              0.00

05  154  02  B    LVOVSKY, OLEG        C   1066   795.00   695.00  01  06/29/96 12M 06/30/97           120.00    0.00
             2/2                                                                                         0.00              0.00

06  155  01  A-L  GOINS, ELAINE        C    900   675.00   645.00  01  10/21/81 M-M 04/30/82           200.00    0.00     03/96
             2/1                                                                                         0.00             10.00

06  156  01  A-L  WASHINGTON, GLADYS   C    900   675.00   645.00  01  07/01/83 12M 02/28/98           210.00    0.00     02/96
             2/1                                                                                         0.00             20.00

O6  157  01  A-L  FRANZETTI, PAUL      C    900   675.00   645.00  01  05/12/96 1YR 05/31/98           210.00    0.00     06/97
             2/1                                                                                         0.00             20.00

06  158  01  Q-L  SPENCER/COKER        C    900   675.00   645.00  01  08/16/95 12M 02/28/97           210.00    0.00     03/96
             2/1                                                                                         0.00             10.00

06  159  04  Q-L  WAGSTAFF, MARK       C    900   675.00   675.00  01  05/23/97 9M0 02/28/98           100.00    0.00
             2/1                                                                                         0.00              0.00

06  160  05  Q-L  JACKSON, BOBBIE      C    900   675.00   625.00  01  10/01/95 1YR 10/31/97           110.00    0.00
             2/1

06  161  02  A-L  KAPLAN, HELEN C.     C    900   675.Q0   625.00  01  07/19/90 12M 10/31/97           210.00    0.00     09/95
             2/1                                                                                         0.00              0.00

06  162  03  Q-L  CALDARERA,SAM        C    900   675.00   625.00  01  03/10/90 12M 08/31/97           370.00    0.00     06/94
             2/1                                                                                         0.00              0.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 5
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
16                                          NOB HILL SOUTHWEST APTS.                                     SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               00:52:34
===================================================================================================================================
             TYPE                      S                                       **  LEASE **   NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                 T   SQFT  MARKET   ACTUAL  DUE   MOVE-IN TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C> <C> <C>   <S>                  <C><C>   <C>     <C>     <C>  <C>        <C> <C>        <C>       <C>       <C>        <C>
06  163  01  A-L  DEES,ASA & PATRICIA  C    900   675.00   645.00  01  05/01/74 12M 03/31/98             0.00    0.00     03/96
             2/1                                                                                         0.00             10.00

06  164  04  A-L  BUSCEMI, KAY/ALBINO  C    900   675.00   625.00  01  01/31/97 1YR 01/31/98           110.00    0.00
             2/1                                                                                         0.00              0.00

07  165  05  A-L  WILLIAMS, EDWARD     C    900   675.00   645.00  01  04/27/91 12M 04/30/98           270.00    0.00     05/97
             2/1                                                                                         0.00              0.00

07  166  07  4-L  FAN/PAN              C    900   675.00   645.00  01  05/10/97 6MT 11/30/97           100.00    0.00
             2/1                                                                                         0.00              0.00

07  167  01  A-L  WILKES, VICTOR       C    900   675.00   620.00  01  01/28/7B 12M 04/30/97             0.00    0.00     05/97
             2/1                                                                                         0.00              0.00

07  168  02  A-L  SULLIVAN, LISA       C    900   675.00   625.00  01  09/11/96 1YR 09/30/97           310.00    0.00
             2/1                                                                                         0.00              0.00

07  169  01  A-L  ZWILLING, ELIZABETH  C    900   675.00   600.00  01  02/04/81 12M 07/31/97            10.00    0.00     09/95
             2/1                                                                                         0.00             10.00

07  170  04  A-L  SRALLA, DONNA        C    900   675.00   625.00  01  07/20/96 1YR 07/31/97           100.00    0.00
             2/1                                                                                         0.00              0.00

07  171  01  A-L  SOSLAND, PAVEL       C    900   675.00   645.00  01  03/16/96 12M 03/31/98           200.00    0.00
             2/1                                                                                         0.00              0.00

07  172  03  A-L  KOTHA, SRIDHAR/LEKHA C    900   675.00   625.00  01  01/01/95 06M 06/30/97           210.00    0.00     01/96
             2/1                                                                                         0.00             25.00

07  173  01  A-L  DUNKIN, H.J.         C    900   675.00   625.00  01  01/24/96 12M 01/31/98           110.00  625.00
             2/1                                                                                         0.00              0.00

07  174  03  A-L  SINGLETERRY/FLORES   C    900   675.00   645.00  01  04/06/97 1YR 04/30/98           100.00    0.00
             2/1                                                                                         0.00              0.00

08  175  03  B    MARQUEZ,CYNTHIA      C   1066   795.00   720.00  01  12/15/91 1YR 04/30/98           110.00    0.00     05/97
             2/2                                                                                         0.00             25.00

08  176  02  B    REIDERMAN, ARCADY    C   1066   795.00   750.00  01  04/05/97 6MT 10/31/97           100.00    0.00
             2/1                                                                                         0.00              0.00

08  177  04  B    KIM,SEONGJAI         C   1066   795.00   750.00  01  08/10/95 06M 08/31/96           100.00    0.00
             2/1                                                                                         0.00              0.00

08  17E  01  B    LEE,JOHN/SMITH,CAROL C   1066   795.00   725.00  01  05/01/95 12M 04/30/97            210.00   0.00      05/97
             2/2                                                                                          0.00             25.00

09  179  04  B    LEVITT, MIRIAM       C   1066   795.00   725.00  01  11/22/95 6M0 09/30/97            110.00   0.00      03/97
             2/2                                                                                          0.00             25.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 6
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
16                                          NOB HILL SOUTHWEST APTS.                                     SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               00:53:27
===================================================================================================================================
             TYPE                      S                                       **  LEASE **   NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                 T   SQFT  MARKET   ACTUAL  DUE   MOVE-IN TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C> <C> <C>   <S>                  <C><C>   <C>     <C>     <C>  <C>        <C> <C>        <C>       <C>       <C>        <C>
08  180  01  B    KARASH,IGOR/SRETEANA C   1066   795.00   695.00  01  05/13/95 12M 05/31/98           210.00    0.00      06/97
             2/2                                                                                         0.00              25.00

08  181  02  B    STARR, MARY E.       C   1066   795.00   750.00  01  12/02/89 12M 04/30/97           210.00    0.00      05/97
             2/2                                                                                         0.00              25.00

08  182  02  B    BERG/WIRPS           C   1066   795.00   750.00  01  03/29/97 IYR 03/31/98           100.00    0.00
             2/2                                                                                         0.00               0.00

08  183  01  B    GUPTA, SANJIV        C   1066   795.00   725.00  01  01/27/96 12M 07/31/97           110.00    0.00
             2/2                                                                                         0.00               0.00

08  184  02  B    BECHOR, ZION         C   1066   795.00   775.00  01  06/10/97 6MT 12131/97           100.00    0.00
             2/2                                                                                         0.00               0.00

08  185  01  A-L  STEPHEN, MELYILEEN   C    900   675.00   625.00  01  10/11/87 12M 10/31/97            20.00    0.00      11/96
             2/1                                                                                       200.00               0.00

08  186  01  A-L  DIDYK, VLADIMIR      C    900   675.00   600.00  01  06/22/96 1YR 06/30/97           100.00    0.00
             2/1                                                                                         0.00               0.00

08  187  03  A    HARVEY, DANNY/JOAN   C    900   675.00   625.00  01  05/06/96 6MT 08/31/97           320.00    0.00
             2/1                                                                                         0.00               0.00

08  188  01  A    HOLMES, DON          C    900   675.00   645.00  01  04/26/96 6MT 10/31/97           100.00    0.00      05/97
             2/1                                                                                         0.00              20.00

09  189  03  A    BLEWSTER, MARY H.    C    900   675.00   625.00  01  11/04/94 12M 12/31/96           110.00    0.00      03/97
             2/1                                                                                         0.00               0.00

09  190  01  A    MARLOW, RICHARD      C    900   675.00   650.00  01  07/14/84 M-M 10/31/93           200.00    0.00      03/96
             2/1                                                                                         0.00              10.00

09  191  01  A    NEAGLE, ELILABETH    C    900   675.00   645.00  01  05/13/74 12M 05/31/97            10.00    0.00      06/97
             2/1                                                                                         0.00              20.00

09  192  02  A    BAUMGARTNER, MAX     C    900   675.00   645.00  01  02/10/90 12M 03/31/98           220.00    0.00      10/95
             2/1                                                                                         0.00               0.00

09  193  06  A    BIDDLE, MARGARET     C    900   675.00   640.00  01  07/15/94 1YR 08/31/97           120.00    0.00      09/95
             2/1                                                                                         0.00               0.00

09  154  01  A    ANDERSON, FELISSA    C    900   675.00   645.00  01  05/01/95 M-M 04/30/97           120.00    0.00      05/97
             2/1                                                                                         0.00              20.00

09  195  04  A    PRIMO,BILL           C    900   675.00   675.00  01  05/30/97 6M0 11/30/97           110.00    3.33-
             2/1                                                                                         0.00               0.00

09  196  04  A    NALL, ELIZABETH      C    900   675.00   650.00  01  04/25/92 M-M 04/30/95           110.00    0.00      03/96
             2/1                                                                                         0.00              10.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 7
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
16                                          NOB HILL SOUTHWEST APTS.                                     SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               01:03:11
===================================================================================================================================
             TYPE                        S                                       **  LEASE **   NOTICE   DEPOSIT          LAST DATE
BLD UNIT ID  DESC  NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES   MOVE-OUT  L-M-R   BALANCE    AMOUNT
===================================================================================================================================
<C><C>  <C>  <C>  <S>                   <C><C>  <C>     <C>     <C>  <C>         <C>   <C>               <C>      <C>    <C>
09  197  08  D     OWEN, MARLER/JOY      C  1240 905.00  875.00  01    03/26/94  12M  03/31/98            120.00     0.00
             2/2                                                                                            0.00               0.00

09  198  04  D     FELDMAN, ZEEV         O  1240 905.00  875.00  01    07/21/95  12M  03/31/97  05/17/97  320.00   287.50
             2/2                                                                                06/21/97    0.00               0.00

09  198  05  D     ARIEH              PL N  1240 905.00  875.00  01    06/27/99                           100.00     0.00
             2/20                                                                                           0.00               0.00

09  198      D     VACANT                   1240 905.00
             2/2

09  199  02  D     ANDERSON, PAUL/MAY    C  1240 905.00  835.00  01    09/15/94  06M  09/30/97            110.00     0.00     10/95
             2/2                                                                                            0.00               0.00

09  200  01  D     SASKO, SEAN/ANNE      C  1240 905.00  875.00  01    05/24/96  1YR  05/31/98            520.00     0.00     06/97
             2/2                                                                                            0.00              25.00

09  201  04  D     LATIF, QAMAR          C  1240 905.00  875.00  01    06/01/97  6M0  11/30/97              0.00     0.00
             2/2                                                                                            0.00               0.00

09  202  02  D     PETERSEN, NEIL        C  1240 905.00  850.00  01    12/28/96  12M  12/31/97            220.00     0.00
             2/2                                                                                            0.00               0.00

09  203  02  D1    COX/LAUFMAN           C  1770 1450.00 1400.00 01    04/01/97  IYR  03/31/98            280.00     0.00
             3/3                                                                                            0.00               0.00

09  204  03  D1    SMITH, ROBERT/JOAN    C  1770 1450.00 1400.00 01    02/01/97  1YR  01/31/98            110.00     0.00
             3/3                                                                                            0.00               0.00

10  205  04  A-L   OGRADY, KRISTINE      C  900   675.00  625.00 01    09/06/96  6MT  09/30/97            110.00     0.00
             2/1                                                                                            0.00               0.00

10  206  03  A-L   BIEGAY/RON          N C  900   675.00  625.00 01    06/11/95  12M  07/31/97  05/30/97  220.00     0.00
             2/1                                                                                06/30/99    0.00               0.00

10  206  04  A-L   DAILEY,            PL N  900   675.00  675.00 01    07/07/99                           200.00     0.00
             2/1                                                                                            0.00               0.00

10  207  02  A-L   BERKMAN, EVELYN       C  900   675.00  645.00 01    12/10/93  12M  03/31/98             10.00     0.00     01/96
             2/1                                                                                            0.00              20.00

10  208  06  A-L   COLE, LARRY           C  900   675.00  625.00 01    07/12/96  1YR 01/31/98             110.00     0.00
             2/1                                                                                            0.00               0.00

10  209  01  A-L   ROSENTHALL, YETTA     C  900   675.00  600.00 01    02/01/86  12M 07/31/97              10.00     0.00     05/94
             2/1                                                                                            0.00               0.00

10  210  01  A-L   SMITH, EMMETT         C  900   675.00  625.00 01    03/05/80  12M 10/31/97               0.00     0.00     10/95
             2/1                                                                                            0.00               0.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 8
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
16                                          NOB HILL SOUTHWEST APTS.                                     SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               01:03:11
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT           LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R    BALANCE   AMOUNT
===================================================================================================================================
<C><C>  <C>  <C> <S>                   <C><C>  <C>     <C>     <C>  <C>         <C>   <C>               <C>      <C>    <C>
10  211  04  A-L  JAHN/TEMA RESOURCES   C 500   675.00  645.00  01   07/22/95   1YR  04/30/98            320.00  1,260.00-  05/97
             2/1                                                                                           0.00             20.00

10  212  02  A-L  ANNIGERI, S.C.        C 900   675.00  645.00  01   01/26/91   M-M  08/31/91            200.00      0.00   03/96
             2/1                                                                                           0.00             10.00

10  213  05  A-L  BROOKS, ALICE         C 900   675.00  625.00  01   08/25/95   12M  12/31/97            110.00      0.00
             2/1                                                                                           0.00              0.00

10  214  02  A-L  STANGER, JANET        C 900   675.00  625.00  01   09/28/96   1YR  09/30/97            310.00      0.00
             2/1                                                                                           0.00              0.00

10  215  04  A-L  CHANDWANI,DAYAL       C 900   675.00  645.00  01   04/15/95   6MT  04/30/97            110.00      0.00   05/97
             2/1                                                                                           0.00             20.00

10  216  04  A-L  STOLPAKOV/IMAYEVA     C 900   675.00  645.00  01   04/05/97   6MT  10/31/97            210.00      0.00
             2/1                                                                                           0.00              0.00

11  217  02  B    RUSSELL, GLEN/MARY    C 1066  795.00  725.00  01   11/09/96   6MT  05/31/97            620.00      0.00
             2/2                                                                                           0.00              0.00

11  218  02  B    VEGA/LOPEZ            C 1066  795.00  750.00  01   06/01/97   12M  05/31/98            100.00      0.00
             2/2                                                                                           0.00              0.00

11  219  01  B    ESKRIDGE, EDITH       C 1066  795.00  675.00  01   07/27/70   M-M  07/31/97             10.00      0.00   05/94
             2/2                                                                                           0.00              0.00

11  220  02  B    LAKHANI/NAJEEB        C 1066  795.00  725.00  01   12/06/96   6M   12/31/97            210.00      0.00
             2/2                                                                                           0.00              0.00

11  221  04  B    RATNAYAKA, DHANAPALA  C 1066  795.00  765.00  01   04/29/97   6MT  11/30/97            110.00      0.00
             2/2                                                                                           0.00              0.00

11  222  02  B    GONZALEZ/NIETO        C 1066  795.00  725.00  01   12/31/96   12M  12/31/97            100.00      0.00
             2/2                                                                                           0.00              0.00

11  223  02  B    ARCHER, MARY        N C 1066  795.00  695.00  01   06/01/94   M-M  08/31/97 05107/97   310.00    210.33
             2/2                                                                              06/22/99     0.00              0.00

11  223  03  B    BARTHOLOMEUSZ      PL N 1066  795.00  795.00  01   07/18/99                              0.00      0.00
             2/2                                                                                           0.00              0.00

11  224  01  B    EDMONDSON, LILLIAN    C 1066  795.00  670.00  01   08/05/78   1YR  07/31/97            175.00      0.00   01/96
             2/2                                                                                         200.00             25.00

11  225  01  B    ALTEN, ANN            C 1066  795.00  675.00  01   09/15/78   M-M  06/30/97              0.00      0.00   03/96
             2/2                                                                                           0.00             25.00

11  226  03  B    BARAKAT,NAHINDA       C 1066  795.00  720.00  01   06/12/93   12M  01/31/98            120.00      0.00   03/97
             2/2                                                                                           0.00              0.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 9
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
16                                          NOB HILL SOUTHWEST APTS.                                     SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               01:03:11
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C><C>  <C>  <C> <S>                   <C><C>  <C>     <C>     <C>  <C>         <C>   <C>               <C>      <C>    <C>
11  227  02  B    PEARLMAN,GERTRUDE     C 1066  795.00  725.00  01   01/17/94   12M  02/28/98            20.00    0.00    03/97
             2/2                                                                                          0.00             0.00

11  228  02  B    DAVIS, 05-08-97     L N 1066  795.00  77S.00  01   06/27/99   12M                     100.00    0.00
             212                                                                                          0.00             0.00

11  228      B    VACANT                  1066  795.00
             2/2

12  229  01  A    LEVINSON, PATRICIA    C 900   675.00  645.00  01   05/01/96   1YR  04/30/97            330.00   0.00    05/97
             2/1                                                                                           0.00           20.00

12  230  03  A    OSTFELD,KEITH         C 900   675.00  625.00  01   07/25/94   12M  08/31/97            110.00   0.00    09/95
             2/1                                                                                           0.00            0.00

12  231  02  A    STAFFORD, BRENT       C 900   675.00  625.00  01   12/17/96   12M  12/31/97            210.00 625.00
             2/1                                                                                           0.00            0.00

12  232  03  A    BURLINGAME/MIODONSKI  C 900   675.00  645.00  01   05/13/97   6MT  11/30/97            400.00   0.00
             2/1                                                                                           0.00            0.00

12  233  01  A    PONTIUS, JOHN C.      C 900   675.00  645.00  01   06/06/89   M-M  04/30/98            150.00   0.00    05/97
             2/1                                                                                           0.00            0.00

12  234  05  A    TORREY/SMITH          C 900   675.00  650.00  01   02/10/96   12M  02/28/98            100.00   0.00
             2/1                                                                                           0.00            0.00

12  235  02  A    ANDERSON, KAREN       C 900   675.00  645.00  01   10/03/94   M-M  09/30/97            110.00   0.00    03/96
             2/1                                                                                           0.00           10.00

12  236  02  A    NELSON, DAVID         C 900   675.00  625.00  01   07/29/95   6MT  07/31/97            110.00   0.00
             2/1                                                                                           0.00            0.00

13  237  02  A    SOSA, ANGELA/GEORGE   C 900   675.00  625.00  01   10/01/96   1YR  09/30/97            100.00   0.00
             2/1                                                                                           0.00            0.00

13  238  05  A    BOBBETT, KRISTEN      C 900   675.00  625.00  01   07/06/95   12M  07/31/97            110.00   0.00
             2/1                                                                                           0.00            0.00

13  239  04  A    HOROWITZ, MAX         C 900   675.00  600.00  01   07/23/92   12M  07/31/97            110.00   0.00    08/95
             2/1                                                                                           0.00            0.00

13  240  04  R    TITUS, PAUL/LUCY      C 900   675.00  615.00  01   06/10/95   12M  07/31/97            300.00   0.00
             2/1                                                                                           0.00            0.00

13  241  04  A    THAILER, SHERI        C 900   675.00  645.00  01   03/22/97   1YR  03/31/98            100.00   0.00
             2/1                                                                                           0.00            0.00

13  242  04  A    BERNARD, SONIA        C 900   675.00  625.00  01   09/05/96   1YR  09/30/97            110.00   0.00
             2/1                                                                                           0.00            0.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 10
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
16                                          NOB HILL SOUTHWEST APTS.                                     SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               01:03:11
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C><C>  <C>  <C> <S>                   <C><C>  <C>     <C>     <C>  <C>         <C>   <C>               <C>      <C>    <C>
13  243  08  A    IBITO, DANIEL/LUZ     C  900  675.00  645.00  01   03/07/97   6MO  09/30/97           200.00    0.00
             2/1                                                                                          0.00             0.00

13  244  G5  A    DOLAN, JEANIE         C  900  675.00  625.00  01   06/01/93   12M  10/31/97           310.00    0.00    11/96
             2/1                                                                                          0.00             0.00

14  245  03  A    WHEAT/WHITE           C  900  675.00  625.00  01   08/02/96   9MT  05/31/97           110.00    0.00
             2/1                                                                                          0.00             0.00

14  246  01  A    CANFIELD, DEE ANN     C  900  675.00  625.00  01   05/04/88   12M  07/31/97             0.00    0.00    08/95
             2/1                                                                                          0.00             0.00

15  247  04  B-L  HUNTER, MARCIA        C  1066 770.00  670.00  01   06/27/93   12M  07/31/97           120.00    0.00    07/94
             2/2                                                                                          0.00             0.00

15  248  01  B-L  BARRETT,GEORGIA       C  1066 770.00  695.00  01   10/30/96   12M  10/31/97           100.00    0.00
             2/2                                                                                          0.00             0.00

15  249  03  B-L  JONES, CHERYL         O  1066 770.00  695.00  01   02/28/96   12M  02/28/97 01/30/97  100.00    0.00
             2/2                                                                              02/28/97    0.00             0.00

15  249  04  B-L  PIX/WILLIAMS          C  1066 770.00  725.00  01   04/01/97   1YR  03/31/98           110.00    0.00
             2/2                                                                                          0.00             0.00

15  250  01  B-L  LASLEY/ODONNEL        C  1066 770.00  695.00  01   06/01/96   12M  05/31/98           110.00    0.00    06/97
             2/2                                                                                          0.00            25.00

15  251  06  B    IVEY/YOUNG            C  1066 795.00  750.00  01   04/14/96   1YR  04/30/98           100.00  750.00-   05/97
             2/2                                                                                          0.00             0.00

15  252  01  B    ERTEM, SHELLEY        C  1066 795.00  695.00  01   06/28/89   12M  06/30/97           220.00    0.00    07/94
             2/2                                                                                          0.00             0.00

15  253  02  B    SHAWVER, LAURA        C  1066 795.00  725.00  01   07/06/96   1YR  07/31/97           110.00    0.00
             2/2                                                                                          0.00             0.00

15  254  02  B    FLINN/CORORVE         C  1066 795.00  750.00  01   03/14/97   1YR  03/31/98           295.00    0.00
             2/2                                                                                          0.00             0.00

15  255  07  B    ALPERSTEIN, PERRY     C  1066 795.00  750.00  01   04/04/97   1YR  04/30/98           210.00    0.00
             2/2                                                                                          0.00             0.00

15  256  06  B    KONYA, ANDRAS         C  1066 795.00  695.00  01   07/20/96   12M  07/31/97           100.00    0.00
             2/2                                                                                          0.00             0.00

16  247  01  A-L  BEAGLE, RETHA         C  900  675.00  645.00  01   06/01/96   6MT  11/30/97           100.00    0.00    06/97
             2/1                                                                                          0.00            20.00

16  258  03  A-L  PESEK, DONNA          C  900  675.00  625.00  01   11/09/96   6MO  05/31/97           310.00    0.00
             2/1                                                                                          0.00             0.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 11
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
16                                          NOB HILL SOUTHWEST APTS.                                     SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               01:03:11
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C><C>  <C>  <C> <S>                   <C><C>  <C>     <C>     <C>  <C>         <C>   <C>               <C>      <C>    <C>
16  259  05  R-L  WALKER. LINDA         C 900   675.00  625.00  01   01/11/96   1YR  01/31/98           100.00    0.00
             2/1                                                                                          0.00              0.00

16  260  01  R-L  PETERS, MAE LEE       C 900   675.00  645.00  01   02/01/95   12M  03/31/98           110.00    0.00     02/96
             2/1                                                                                          0.00             20.00

16  261  02  A-L  CARLISLE/GORDON       C 900   675.00  625.00  01   07/15/95   12M  07/31/97           200.00    0.00
             2/1                                                                                          0.00              0.00

16  262  02  A-L  SHURINA,BORIS & MILA  C 900   675.00  610.00  01   03/04/95   12M  03/31/98           200.00    0.00
             2/1                                                                                          0.00              0.00

16  263  03  A-L  GARZA, ALEJANDRO    N C 900   675.00  645.00  01   10/29/94   M-M  04/30/97 06/01/97  610.00    0.00     05/97
             2/1                                                                              06/30/99    0.00             20.00

16  263  04  A-L  SUSLOPAROVA,       PL N 900   675.00  675.00  01   07/07/99   12M                     200.00    0.00
             2/1                                                                                          0.00              0.00

16  264  01  A-L  REMBECKI, RICHARD     C 900   675.00  625.00  01   06/20/96   12M  12/31/97           100.00    0.00
             2/1                                                                                          0.00              0.00

16  265  02  A-L  COOPER,CHARISSE/DONN  C 900   675.00  645.00  01   02/17/94   12M  09/30/97           100.00    0.00     03/96
             2/1                                                                                          0.00             20.00

16  266  02  A-L  MARTIN, DANA          C 900   675.00  675.00  01   06/08/97   9M0  03/31/98           410.00    0.00
             2/1                                                                                          0.00              0.00

16  267  02  A-L  WALTER, CARLA         C 900   675.00  625.00  01   08/19/96   12M  05/31/98           110.00    0.00
             2/1                                                                                          0.00              0.00

16  268  03  A-L  SIEBERT TERRY         C 900   675.00  620.00   01  07/29/95   12M  10/31/97           300.00    0.00     02/96
             2/1                                                                                          0.00             25.00

17  269  06  A-L  PHILLIPS, DAWN        C 900   675.00  645.00   01   05/01/93  12M  05/31/98           110.00    0.00     06/97
             2/1                                                                                          0.00             20.00

17  270  03  A-L  WOLFSKILL, GAYLE      C 900   675.00  625.00   01   08/01/92  12M  07/31/97           110.00    0.00     08/95
             211                                                                                          0.00              0.00

17  271  01  A-L  BERGMAN, DORIS M.     C 900   675.00  645.00   01   03/01/88  12M  03/31/98            60.00    0.00     01/96
             2/1                                                                                          0.00             25.00

17  272  01  A-L  UPDEGRAFF, LYNNE      C 900   675.00  600.00   01   06/01/96  1YR  05/31/98           310 00  600.00-
             2/1                                                                                          0.00              0.00

17  273  01  A-L  ADEBAYO, GBADEBO      C 900   675.00  600.00   01   06/29/96  1YR  06/30/97           100.00    0.00
             2/1                                                                                          0.00              0.00

17  274  02  A-L  WAYMENT, DARCEY       C 900   675.00  645.00   01   02/14/97  6MT  08/31/97           100.00    0.00
             2/1                                                                                          0.00              0.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 12
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
16                                          NOB HILL SOUTHWEST APTS.                                     SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               01:03:11
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C><C>  <C>  <C> <S>                   <C><C>  <C>     <C>     <C>  <C>         <C>   <C>               <C>      <C>    <C>
17  275  02  A-L  SCHARFF, KEVIN/MELIN  C 900   675.00  625.00  01   07/13/96   1YR  07/31/97 06/06/97  100.00    0.00
             2/1                                                                              07/31/99    0.00              0.00

17  276  04  A-L  JUSTICE, TRACY/IRIS   C 900   675.00  610.00  01   01/31/95   12M  01/31/92           210 00    0.00     03/97
             2/1                                                                                          0.00              5.00-

17  277  01  A-L  WHISNER, SUSAN        C 900   675.00  625.00  01   09/04/87   12M  12/31/97            10.00    0.00     11/95
             2/1                                                                                          0.00              0.00

17  278  04  A-L  MCINTOSH, JOHN        C 900   675.00  645.00  01   03/14/97   6MT  09/30/97           210.00    0.00
             2/1                                                                                          0.00              0.00

17  279  04  A-L  HUNTER, IRETTA        C 900   675.00  645.00  01   04/25/97   1YR  04/30/98           110.00    0.00
             2/1                                                                                          0.00              0.00

17  280  03  A-L  POWELL, WILLLAM       C 900   675.00  645.00  01   12/27/89   M-M  06/30/90           410.00  645.00-    03/96
             2/1                                                                                          0.00             10.00

17  281  03  A-L  AMHAN, RITA           C 900   675.00  645.00  01   04/26/97   12M  04/30/98           100.00    0.00
             2/1                                                                                          0.00              0.00

17  282  01  A-L  DELEON, SUSANA        C 900   675.00  625.00  01   06/24/96   6MT  12/31/97           310.00    0.00
             2/1                                                                                          0.00              0.00

18  283  01  B    JONES, TROY           C 1066  795.00  720.00  01   11/19/75   12M  02/28/98            10.00    0.00     03/97
             2/2                                                                                          0.00             25.00

18  284  03  B    JONES, NORMA JEAN     C 1066  795.00  750.00  01   04/05/97   1YR  04/30/98           350.00    0.00
             2/2                                                                                          0.00              0.00

19  285  01  B    SOKOLOW,JERRY   ET AL C 1066  795.00  720.00  01   09/18/92   M-M  03/31/93           110.00    0.00     03/97
             2/2                                                                                          0.00             25.00

18  286  03  B    CADY, RACHEL          C 1066  795.00  725.00  01   11/22/96   12M  11/30/97           110.00    0.00
             2/2                                                                                          0.00              0.00

18  287  05  B    VAN NESS, JOHN B.     C 1066  795.00  720.00  01   10/29/94   6MO  04/30/98           210.00    0.00     05/97
             2/2                                                                                          0.00             25.00

18  288  01  B    MILES, ISRAEL/SIMI    C 1066  795.00  750.00  01   04/01/97   6MT  10/31/97           200.00    0.00
             2/2                                                                                          0.00              0.00

18  289  03  B    CAROLAN,MARY          C 1066  795.00  695.00  01   08/01/94   12M  08/31/97           600.00    0.00
             2/2                                                                                          0.00              0.00

18  290  02  B    JACKSON, PAMELA       C 1066  795.00  695.00  01   10/29/95   12M  10/31/97           230.00    0.00
             2/2                                                                                          0.00              0.00

18  291  01  B    STRIKOVSKI, MIKHAIL   C 1066  795.00   695.00 01   10/05/96   1YR  10/31/97           200.00    0.00
             2/2                                                                                          0.00              0.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 13
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
16                                          NOB HILL SOUTHWEST APTS.                                     SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               01:03:11
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C><C>  <C>  <C> <S>                   <C><C>  <C>     <C>     <C>  <C>         <C>   <C>               <C>      <C>    <C>
18  293  02  B     CARTER, DEBRA         C 1066  795.00  750.00  01   05/02/97   1YR  05/31/98           500.00    0.00
             2/2                                                                                           0.00              0.00

18  293  07  B     SCHOBELOCK, NAOMI     C 1066  795.00  720.00  01   05/01/96   1YR  04/30/98           320.00    0.00     05/97
             2/2                                                                                           0.00              0.00

18  294  02  B     PENNEY, CYNTHIA       C 1066  795.00  720.00  01   06/15/95   12M  06/30/96           200.00    0.00     03/97
             2/2                                                                                           0.00             25.00

18  295  03  B-L   E.S.R. INC.-BIZOUI L  C 1066  770.00  750.00  01   06/14/97   6MT  12/31/97           200.00    0.00
             2/2                                                                                           0-00              0.00

18  296  02  B-L   KAPLUN, BORIS         C 1066  770.00  750.00  01   06/20/97   6MT  12/31/97           200.00    0.00
             2/2                                                                                           0.00              0.00

19  297  01  D1    WARREN, GLEN          C 1770  1450.00 1320.00 01   09/15/87   12M  10/31/97            10.00    0.00     11/96
             3/3                                                                                           0.00              0.00

19  298  07  D1    BABUS, GLENN & LESLIE C 1770  1450.00 1345.00 01   06/19/92   M-M  12/31/95           120.00    0.00     03/97
             3/3                                                                                           0.00             25.00

19  299  03  D     SPAIN/BASSIST         C 1240   905.00  850.00 01   12/07/96   12M  12/31/97           430.00    0.00
             2/2                                                                                           0.00              0.00

19  300  01  D     FRUCHTBAUM, JOSEPH    C 1240   905.00  850.00 01   08/12/89   M-M  07/31/97           210.00    0.00     11/95
             2/2                                                                                           0.00              0.00

19  301  04  D     LAWYER/ALLEN          C 1240   905.00  875.00 01   05/05/97   1YR  05/31/98           110.00    0.00
             2/2                                                                                           0.00              0.00

19  302  01  D     MENARD-CORRECTION     O 1240   905.00    0.00      09/09/95                            60.00    0.00
             2/2                                                                               05/18/97    0.00              0.00

19  302  02  D     QAMAR                 O 1240   905.00  875.00 01                                      100.00    0.00
             2/2                                                                               05/02/97    0.00              0.00

19  302  03  D     ROSEN, JAY            C 1240   905.00  895.00 01   06/18/97   6M0  12/31/97           210.00    0.00
             2/2                                                                                           0-00              0.00

19  303  03  D     HOLZBAND, BESSIE      C 1240   905.00  850.00 01   07/13/87   6MT  07/31/97            60.00    0.00     03/96
             2/2                                                                                           0.00             25.00

19  304  01  D     VALLE, DOMINGA        C 1240   905.00  875.00 01   05/16/97   12M  05/31/98           100.00  875.00-
             2/20                                                                                          0.00              0.00

19  505  03  A     LEA, DALLAS           C  900   675.00  625.00 01   06/19/95   12M  03/31/98           110.00    0.00
             2/1                                                                                           0.00              0.00

19  506  01  A     TAN, PETER/SHARON     C  900   675.00  625.00 01   06/01/96   12M  05/31/98           220.00    0.00     06/97
             2/1                                                                                           0.00             25.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 14
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
16                                          NOB HILL SOUTHWEST APTS.                                     SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               01:03:11
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C><C>  <C>  <C> <S>                   <C> <C>  <C>     <C>     <C>  <C>         <C>   <C>               <C>      <C>    <C>
19  307  01  A    KOHLLEFFEL,MARIE      C   900  675.00  635.00  01   01/15/74   12M  10/31/97            10.00    0.00     10/95
             2/1                                                                                           0.00              0.00

19  308  05  A    CHRISTOPHER, FRANCIS  C   900  675.00  625.00  01   11/07/96   9MO  0B/31/97           210.00    0.00
             2/1                                                                                           0.00              0.00

19  309  04  A    TRACHTENBERG, JACOB   C   900  675.00  625.00  01   03/01/97   1YR  02/28/98           410.00    0.00
             2/1                                                                                           0.00              0.00

19  310  07  A    OSBORNE, MICHELLE     C   900  675.00  625.00  01   08/10/96   1YR  08/31/97           100.00    0.00
             2/1                                                                                           0.00              0.00

19  311  02  A    KRUGER, JULIE         C   900  675.00  645.00  01   06/01/97   12M  05/31/98           100.00    0.00
             2/1                                                                                           0.00              0.00

19  312  04  A    GRAHAM/ANDERSON       C   900  675.00  640.00  01   08/01/94   12M  10/31/97           320.00    0.00     09/95
             2/1                                                                                           0.00              0.00

20  313  01  A    ROTHMAN, MARTIN       C   900  675.00  650.00  01   03/17/79   M-M  05/31/90             0.00    0.00     03/96
             2/1                                                                                           0.00             10.00

20  314  01  A    EVANS, KATHLEEN       C   900  675.00  650.00  01   11/10/95   12M  01/31/98           100.00    0.00
             2/1                                                                                           0.00              0.00

20  315  01  A    PETERSEN, MARIE       C   900  675.00  645.00  01   05/14/96   1YR  04/30/98           100.00    0.00     05/97
             2/1                                                                                           0.00             20.00

20  316  08  A    MCADOO,DEBORAH/BRUCE  C   900  675.00  625.00  01   08/01/96   1YR  07/31/97           100.00    0.00
             2/1                                                                                           0.00              0.00

20  317  02  B    HILL, SHARON          N  1066  795.00  775.00  01   06/18/99   6M0  12/31/97           100.00    0.00
             2/2                                                                                           0.00              0.00

20  317      B    VACANT                   1066  795.00
             2/2

20  318  01  B    CORTES, DENISE/CHRIS  C  1066  795.00  750.00  01   03/02/96   6MT  09/30/97           100.00    0.00
             2/2                                                                                           0.00              0.00

20  319  02 B     NEWMAN, ROSE          C  1066  795.00  725.00  01   08/15/95   12M  09/30/97           130.00    0.00
             2/2                                                                                           0.00              0.00

20  320  02 B     MIANO, PAULA          C  1066  795.00  750.00  01   03/15/97   6MT  09/30/97           110.00    0.00
             2/2                                                                                           0.00              0.00

20  321  07 B     ZISMAN, ELI           C  1066  795.00  725.00  01   06/01/96   1YR  05/31/98           120.00    0.00     06/97
             2/2                                                                                           0.00             25.00

20  322  01 B     MOURAD/KASSAB         C  1066  795.00  725.00  01   12/03/95   6M0  06/30/97           220.00    0.00
             2/2                                                                                           0.00              0.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 15
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
16                                          NOB HILL SOUTHWEST APTS.                                     SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               01:03:11
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C><C>  <C>  <C> <S>                   <C><C>  <C>     <C>     <C>  <C>         <C>   <C>               <C>      <C>    <C>
21  323  05  B    PENA, GEORGE/MARY     C 1066  795.00  725.00  01   09/18/93   1YR  03/31/98           100.00    0.00     11/96
             2/2                                                                                          0.00              0.00

21  324  01  B    ARBEL, ARNON/NIKI     C 1066  795.00  725.00  01   01/04/97   6MO  07/31/97           110.00    0.00
             2/2                                                                                          0.00              0.00

21  325  01  B    **NOB HILL CLUBROOM   C 1066  795.00  795.00  01   10/01/86   M-M  10/31/86             0.00    0.00     08/91
             2/2                                                                                          0.00              0.00

21  326  02  B    SAMUELS, IRWIN        C 1066  795.00  705.00  01   06/01/91   12M  02/28/98           220.00    0.00     03/97
             2/2                                                                                          0.00             25.00

21  327  02  B    **NOB HILL CLUB ROOM  C 1066  795.00  795.00  01   09/01/94   M-M  09/30/94             0.00    0.00
             2/2                                                                                          0.00              0.00

21  328  02  B    HIGUCHI,MASAHIRO      C 1066  795.00  725.00  01   10/28/95   12M  10/31/97           110.00    0.00
             2/2                                                                                          0.00              0.00

21  329  04  B    HILL, JUANITA         C 1066  795.00  750.00  04   11/01/95   12M  04/30/98           110.00    0.00     05/97
             2/2                                                                                          0.00             25.00

21  330  01  B    STRAYER, FRANCES      C 1066  795.00  725.00  01   07/01/89   6MT  01/31/97           210.00    0.00     03/97
             2/2                                                                                          0.00             20.00

22  331  01  C    GOGGIN, MARY EILEEN   C 1050  795.00  750.00  01   10/22/80   12M  10/31/97            30.00    0.00     11/95
             2/2                                                                                          0.00              0.00

22  332  02  C    BERNHART/LEIBOLD      C 1050  795.00  725.00  01   08/01/95   12M  10/31/97           100.00    0.00
             2/2                                                                                          0.00              0.00

22  333  02  C-L  FOWLER, DAVID/DANA    C 1050  770.00  695.00  01   09/10/96   1YR  08/31/97           110.00    0.00
             2/2                                                                                          0.00              0.00

22  334  01  C-L  THOMASON, GEORGE      C 1050  770.00  720.00  01   09/11/92   1YR  05/31/98           225.00    0.00     09/95
             2/2                                                                                          0.00              0.00

22  335  05  C-L  BANKS, SUSAN          C 1050  770.00  740.00  01   09/01/94   06M  04/30/98           320.00    0.00     09/95
             2/2                                                                                          0.00              0.00

22  336  01  C-L  BOSTETTER, JANE       C 1050  770.00  730.00  01   11/01/85   12M  12/31/96            60.00    0.00     01/96
             2/2                                                                                          0.00              5.00

23  337  01  C    IRETON, MARY V.       C 1050  795.00  735.00  01   02/15/89   12M  09/30/97           170.00    0.00     10/95
             2/2                                                                                          0.00              0.00

23  338  01  C    HERNANDEZ/ALEJANDRO   C 1050  795.00  725.00  01   07/15/94   6M0  07/31/97           110.00    0.00     09/95
             2/2                                                                                          0.00              0.00

23  339  01  C    COALSON, PAUL/WINNIE  C 1050  795.00  750.00  01   05/07/73   12M  03/31/98           100.00    0.00     11/95
             2/2                                                                                          0.00              0.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM410                                     RENT ROLL REPORT                                                            PAGE 16
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
16                                          NOB HILL SOUTHWEST APTS.                                     SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               01:03:11
===================================================================================================================================
             TYPE                        S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                   T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C><C>  <C>  <C>  <S>                   <C><C>  <C>     <C>     <C>  <C>         <C>   <C>               <C>      <C>    <C>
23  340  03  C    ANDERSON, ANGELA       C 1050  795.00  750.00  01   05/15/97   6M0  11/30/97            110.00    0.00
             2/2                                                                                            0.00              0.00

23  341  01  C    BROCHSTEIN, MEL        C 1050  795.00  750.00  01   31/21/74   M-M  09/30/93              0.00    0.00     09/95
             2/2                                                                                            0.00              0.00

23  342  03  C    LEVIN, CAROL           C 1050  795.00  750.00  01   03/24/97   6MT  09/30/97            420.00    0.00
             2/2                                                                                            0.00              0.00

23  343  01  C    PESSES, HARRIS/MITCH   C 1050  795.00  700.00  01   10/10/86   6-M  04/30/97              0.00    0.00     05/97
             2/2                                                                                            0.00             25.00

23  344  01  C    RUSIN, RUTH            C 1050  795.00  725.00  01   08/06/96   6MT  08/31/97            110.00    0.00
             2/2                                                                                            0.00              0.00

23  345  04  C    JAMISON,WILLIAM/IRIS   C 1050  795.00  750.00  01   05/01/96   12M  10/31/97            120.00              0.00
             2/2                                                                                            0.00              0.00

23  346  02  C    ZHANG, PUMIN           C 1050  795.00  750.00  01   05/10/97   12M  05/31/98            100.00    0.00
             2/2                                                                                            0.00              0.00

23  347  03  C    ZALTA, ZELDA RAE       C 1050  795.00  750.00  01   02/19/94   12M  02/28/98            100.00    0.00     03/96
             2/2                                                                                            0.00             25.00

23  348  02  C    NGUYEN, THUHA          C 1050  795.00  750.00  01   03/09/97   1YR  03/31/98            200.00    0.00
             2/2                                                                                            0.00              0.00

24  349  02  C    KING,JAMES/JANIS       C 1050  795.00  750.00  01   04/01/96   1YR  06/30/98            110.00   30.00
             2/2                                                                                            0.00              0.00

24  350  03  C    HEINEN, DOTTIE         C 1050  795.00  750.00  01   05/30/95   12M  05/31/97            220.00    0.00     06/97
             2/2                                                                                            0.00             25.00

24  351  01  C    TOLAND/MCMINN          C 1050  795.00  750.00  01   03/09/96   6MT  04/30/97            420.00    0.00
             2/2                                                                                            0.00              0.00

24  352  01  C    VYAS, ASUTOSH          C 1050  795.00  725.00  01   07/08/96   1YR  07/31/97            110.00    0.00
             2/2                                                                                            0.00              0.00

24  353  02  C    WILSON, TERRY        N C 1050  795.00  725.00  01   09/14/96   9MT  06/30/97  05/30/97  310.00    0.00
             2/2                                                                                06/30/99    0.00              0.00

24  354  05  C    BESOZZI             PL N 1050  795.00  795.00  01   07/30/99                              0.00    0.00
             2/2                                                                                            0.00              0.00

24  354  03  C    MANTEL,SELMA S.        C 1050  795.00  750.00  01   01/22/90   1YR  02/28/98            210.00    0.00     02/96
             2/2                                                                                            0.00             25.00

24  355  04  C    HARDEN, GARY/SUSAN     C 1050  795.00  795.00  01   10/20/94   12M  10/31/97            300.00    0.00     11/96
             212                                                                                            0.00              0.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM"10                                      RENT ROLL REPORT                                                             PAGE 17
01                                           FARB REALTY COMPANY                                           SYSTEM DATE:   06/24/97
16                                           NOB HILL SOUTHWEST APTS.                                      SELECT DATE:   06/24/97
Period: 06/97                                June 24, 1997                                                                01:03:11
====================================================================================================================================
              TYPE                      S                                        **   LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T   SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM   EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
====================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>   <C>     <C>     <C>  <C>        <C>  <C>                <C>       <C>     <C>
24  356  04  C    BRUBAKER, CAROL       C  1050  795.00  700.00  01   12/15/94   12M  12/31/96           185.00    0.00    03/97
             2/2                                                                                           0.00            25.00

24  357  03  C    SMITH, JEAN           C  1050  795.00  725.00  01   10/25/96   12M  10/31/97           120.00    0.00
             2/2                                                                                           0.00             0.OO

24  358  01  C    GAEENI,ZEBA/CHANGHIZ  C  1050  795.00  750.00  01   04/26/97   12M  04/30/98           100.00    0.00
             2/2                                                                                           0.00             0.00

24  359  02  C    KALIN, ELAINE         C  1050  795.00  750.00  01   10/01/91   12M  09/30/96           210.00    0.00    10/95
             2/2                                                                                           0.00             0.00

24  360  01  C    MITCHELL L. AUDREY    C  1050  795.00  725.00  01   07/02/88   12M  06/30/97            10.00    0.00    07/94
             2/2                                                                                           0.00             0.00

24  361  01  C    KHAN, MOHAMMED KAM    C  1050  795.00  750.00  01   08/27/95   6MT  08/31/97           200.00    0.00
             2/2                                                                                           0.00             0.00

24  362  02  C    BECK, STEVE/MARIA     C  1050  795.00  645.00  01   08/17/96   M-M  03/28/97           100.00    0.00    03/97
             2/2                                                                                           0.00             0.00

25  363  02  D    **MARQUEZ,JOE         C  1240  905.00  905.00  01   11/16/96   1M0  12/31/96             0.00    0.00
             2/2                                                                                           0.00             0.00

25  364  01  D    ULRICH, BERNICE       C  1240  905.00  875.00  01   03/29/97   12M  03/31/98           720.00    0.00
             2/2                                                                                           0.00             0.00

25  365  01  D    ATLAS, CLARE          C  1240  905.00  810.00  01   11/06/70   12M  03/31/97            10.00    0.00    01/96
             2/2                                                                                           0.00            25.00

25  366  02  D    HUSAIN, AYESHA        C  1240  905.00  850.00  01   01/24/96   6MT  07/31/97           200.00    0.00
             2/2                                                                                           0.00             0.00

25  367  04  D    EVERETT, HARTSILL  L  N  1240  905.00  895.00  01   07/01/99                           100.00    0.00
             2/2                                                                                           0.00             0.00

25  367      D    VACANT                   1240  905.00
             2/2

25  368  01  D    JOSE/BOYDELL          C  1240  905.00  850.00  01   08/16/96   1YR  08/31/97           325.00    0.00
             2/2                                                                                           0.00             0.00

25  369  01  D    HOLRAN, LEDA          C  1240  905.00  875.00  01   03/09/96   1YR  03/31/98           200.00    0.00
             2/2                                                                                           0.00             0.00

25  370  01  D    HIRSCHHORN,MRS HARRY  C  1240  905.00  855.00  01   11/01/73   12M  04/30/97            10.00    0.00    05/97
             2/2                                                                                           0.00            20.00

25  371  02  D    ROACH, ROBYN          C  1240  905.00  795.00  01   07/14/96   1YR  07/31/97           210.00    5.00
             2/2                                                                                           0.00             0.00

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM"10                                     RENT ROLL REPORT                                                            PAGE 18
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
16                                          NOB HILL SOUTHWEST APTS.                                     SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               01:04:02
===================================================================================================================================
             TYPE                       S                                       **  LEASE **  NOTICE   DEPOSIT         LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R  BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>   <C>     <C>     <C>  <C>       <C> <C>                <C>       <C>     <C>
25  372  01  D    LEZAMA, ESTA          C  1240  905.00  875.00  01   08/09/84  12M 02/28/98           210.00    0.00    09/95
             2/2                                                                                         0.00             0.00

25  373  04  D    MCMAHON,JOE/BARBARA   C  1240  905.00  875.00  01   03/09/96  12M 03/31/98           110.00    0.00
             2/2                                                                                         0.00             0.00

25  374  01  D    SUMMY, MIRIAM         C  1240  905.00  825.00  01   01/15/78  12M 07/31/97           385.00    0.00    08/95
             2/2                                                                                         0.0O             0.00

26  375  01  C    MALONEY, VIRGINIA     C  1050  795.00  725.00  01   06/05/80  12M 12/31/97            20.00    0.00    11/95
             2/2                                                                                         0.00             0.00

26  376  03  C    RHODES/ZUNIGA         C  1050  795.00  750.00  01   04/05/97  1YR 04/30/98           100.00    0.00
             2/2                                                                                         0.00             0.00

26  377  01  C    **HELGASON, LISA      C  1050  795.00  795.00  01   05/11/96  M/M 06/30/96             0.00    0.00
             2/2                                                                                         0.00             0.00

26  378  04  C    WEISBERG, STUART      C  1050  795.00  725.00  01   05/28/93  12M 07/31/97           300.00    0.00    06/94
             2/2                                                                                         0.00             0.00

26  379  05  C    CARPENTER, JESSIE     C  1050  795.00  725.00  01   01/25/97  6MT 07/31/97           110.00    0.00
             2/2                                                                                         0.00             0.00

26  380  06  C    BROWN,CATHERINE       C  1050  795.00  685.00  01   11/25/94  12M 10/31/97           100.00    0.00    01/96
             2/2                                                                                         0.00            25.00

26  381  03  C    ADRMS, EVETTE         C  1050  795.00  725.00  01   02/08/97  1YR 02/28/98           110.00    0.00
             2/2                                                                                         0.00             0.00

26  382  08  C    GOLDFARB,CAROL/LOUIS  C  1050  795.00  725.00  01   01/24/97  12M 01/31/98           110.00    0.00
             2/2                                                                                         0.00             0.00

26  383  02  C    KAMION, PEGGY         C  1050  795.00  750.00  01   08/03/91  12M 12/31/97           200.00    10.00-  11/93
             2/2                                                                                         0.00             0.00

26  384  01  C    PENNELL/PENNELL       C  1050  795.00  750.00  01   03/01/96  1YR 02/28/98            10.00    0.00
             2/2                                                                                         0.00             0.00

26  385  03  C    **CRUZ, MIGUEL        C  1050  795.00  795.00  01   10/14/96  lMO 11/30/96             0.00    0.00
             2/2                                                                                         0.00             0.00

26  386  01  C    MORRIS, RICHARD       C  1050  795.00  725.00  01   08/01/96  12M 07/31/97           320.00    0.00
             2/2                                                                                         0.00             0.00

26  387  03  C    CREEDEN, MARILYN      C  1050  795.00  725.00  01   03/15/97  1YR 03/31/98           100.00    0.00
             2/2                                                                                         0.00             0.00

26  388  02  C    MAHMOOD, SALMA        C  1050  ?95.00  750.00  51   09/01/96  6MT 02/28/97           100.00    0.00
             2/2                                                                                         0.00             0.00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
QCRM"10                                     RENT ROLL REPORT                                                            PAGE 19
01                                          FARB REALTY COMPANY                                          SYSTEM DATE:   06/24/97
16                                          NOB HILL SOUTHWEST APTS.                                     SELECT DATE:   06/24/97
Period: 06/97                               June 24, 1997                                                               01:04:56
===================================================================================================================================
              TYPE                      S                                       **  LEASE **  NOTICE   DEPOSIT            LAST DATE
BLD UNIT ID  DESC NAME                  T  SQFT MARKET  ACTUAL  DUE   MOVE-IN   TRM  EXPIRES  MOVE-OUT  L-M-R     BALANCE   AMOUNT
===================================================================================================================================
<C> <C>  <C> <C>  <S>                   <C><C>   <C>     <C>     <C>  <C>        <C>  <C>                <C>           <C>     <C>
27  389  04  C    ARMSTRONG,KATHRYN     C  1050  795.00  750.00  01   09/01/92   12M  02/28/98           310.00        0.00    ll/95
             2/2                                                                                           0.00                 0.00

27  390  02  C    ZRIDI, SALEEM         C  1050  795.00  725.00  01   07/28/96   6MT  07/31/97           100.00        0.00
             2/2                                                                                           0.00                 O.00

27  391  06  C    EBERHARD, FRAN/JERRY  C  1050  795.00  750.00  01   05/18/96   1YR  04/30/98           110.00        0.00    O5/97
             2/2                                                                                           0.00                25.00

27  392  02  C    RUSSELL, PATTY        C  1050  795.00  750.00  01   lO/28/95   12M  10/31/97           310.00        0.00
             2/2                                                                                           0.00                 0.00

27  393  06  C    HARRISON, BEVERLY     C  lO50  795.00  725.00  O1   02/15/97   6M0  08/31/97           llO.00        O.OO
             2/2                                                                                           0.00                 0.00

27  394  02  C    MARCUS, ELLEN         C  1050  795.00  725.00  O1   11/15/96   9M0  O8/31/97           210.00        0.00
             2/2                                                                                           O.00                 0.00

27  355  01  C    ROSE, RAE             C  1050  795.00  725.00  O1   12/01/77   12M  02/28/98             O.00        O.OO    03/97
             2/2                                                                                           0.00                15.O0

27  396  01  C    B0RRECA, MARGARET     C  1050  795.00  750.00  01   09/15/79   12M  02/28/98           210.00        O.OO    01/96
             2/2                                                                                           O.00                25.00

27  397  06  C    HERRERA, SAMUEL/PAT   C  1050  795.00  750.00  01   12/05/92   M-M  01/31/96           200.00        0.00    02/96
             2/2                                                                                           0.00                25.00

27  398  02  C    RIZHYK, LARISA        C  1050  795.00  725.00  01   08/03/96   lYR  08/31/97           llO.00        O.O0
             2/2                                                                                           0.00                 0.00

27  399  01  C    **SOUTHWEST 0FFICE    C  1050  795.00  795.00  01   03/15/76   M-M  04/30/76             0.00        0.00     9/91
             2/2                                                                                           0.00                 0.00

27  400  05  C    HEINTSCHEL/LOGAN      C  1050  795.00  750.00  01   05/31/97   6M0  11/30/97           100.00        0.00
             2/2                                                                                           0.00                 0.00

27  401  03  C    OLIV0, JOHN           C  1050  795.00  725.00  01   12/15/96   6M0  06/30/97           210.00        O.00
             2/2                                                                                           0.00                 O.00

27  402  02  C    MAYES, HANNEKE/JOHN   C  1050  795.00  750.00  01   02/03/96   1YR  08/31/97           120.00        0.00
             2/2                                                                                           0.00                 0.00

                  TOTAL CURRENT RESlDENTS                                                           49,158.00   13,743.00-
                                                                                                       800.00
                  TOTAL PREVI0US RESIDENTS                                                             780.00      311.50
                                                                                                         0.00
                  TOTAL PROJECT          315.192        212,840.00                                  49,938.00   13.431.50-
                                                235,170.00                                             800.00
                  TOTAL #UNIT            302
                  GROSS POSSIBLE INCOME         219,590.00
</TABLE>
<PAGE>

                        HISTORICAL OPERATING STATEMENTS
<PAGE>

<TABLE>
<CAPTION>
REVIEW OF OPERATIONS                                                                                            FARB REALTY COMPANY
                                                                                                           08:24 AM         07/07/97
- ------------------------------------------------------------------------------------------------------------------------------------
NOB HILL SUMMARY (952)                                                                                            #UNITS       1,326
JUNE 30, 1997                                                                                                       SQ.FT. 1,188,002
- ------------------------------------------------------------------------------------------------------------------------------------
                                    Jan       Feb       Mar       Apr        May        Jun        Jun       Jul        Aug
                                   Actual    Actual    Actual    Actual     Actual     Actual     Budget    Budget     Budget
                                   ------    ------    ------    ------     ------     ------     ------    ------     ------
<S>                               <C>        <C>       <C>       <C>        <C>        <C>        <C>       <C>       <C>
- -INCOME-
Gross Rental Income               843,585    843,255   847,350   851,232    854,260    857,160    849,016   850,050   851,225
Model/Free Units                  (17,560)   (18,781)  (19,270)  (18,265)   (19,572)   (18,014)   (18,226)  (18,125)  (18,100)
Vacancy                           (25,068)   (26,558)  (34,974)  (29,502)   (38,674)   (42,090)   (34,760)  (30,092)  (27,712)
Misc. Income                       12,167     16,455    12,597    14,277     17,038     17,189     14,245    13,990    14,740
                                  --------------------------------------------------------------------------------------------------
TOTAL INCOME                      813,124    814,371   805,703   817,744    813,052    814,245    810,275   815,823   820,153

- -EXPENSES-

Payroll                            88,333     90,488    89,428    90,677    124,716     93,013     88,076    84,746    84,796
Taxes-Ad Valorem                   78,318     76,835    76,835    76,835     76,835     76,835     76,402    76,402    76,402
Insurance                        (176,253)    25,040    25,040    25,040     23,930     23,930     25,040    25,040    25,040
Utilities                         160,985    156,427   152,115   145,456    140,773    143,132    157,398   165,713   162,801
Sales & General                    22,003     22,026    26,008    22,938     29,937     26,019     30,965    34,250    34,706
Maintenance                        62,444     73,920    69,837    68,141     76,178     6l,158     66,915    65,855    61,810
                                  -------    -------   -------   -------    -------    -------    -------   -------   -------
Sub-Total                         236,829    444,737   439,263   429,087    472,370    424,087    444,796   452,006   445,553
Management Fee                     32,525     32,574    32,228    32,710     32,522     32,571     32,728    32,950    33,122
                                   ------     ------    ------    ------     ------     ------     ------    ------    ------
TOTAL EXPENSES                    269,354    477,311   471,491   461,797    504,892    458,658    477,524   484,956   478,675

                                  --------------------------------------------------------------------------------------------------
NET OPERATING INCOME              543,770    337,060   334,212   355,946    308,159    357,587    332,751   330,867   341,478
Replacement Costs                  23,814     32,515    27,908    27,400     36,150     20,331     37,445    34,480    38,440
CASH FLOW (before Debt Service)   519,956    304,546   306,305   328,546    272,009    337,255    295,306   296,387   303,038
Mortgage Interest Payments        277,277    250,444   277,277   268,333    277,277    268,333    268,343   277,288   277,288

                                  --------------------------------------------------------------------------------------------------
NET CASH FLOW                     242,679     54,102    29,028    60,213     (5,268)    68,923     20,963    19,099    25,750
                                  --------------------------------------------------------------------------------------------------

VACANCY LOSS %                       2.97%      3.15%     5.13%     3.47%      4.53%      4.91%      4.09%     3.54%     3.26%
MANAGEMENT APARTMENTS %              1.85%      2.02%     2.01%     1.96%      1.95%      1.97%      2.01%     2.01%     2.01%
ECONOMIC OCCUPANCY %                94.95%     94.62%    93.60%    94.39%     93.18%     92.99%     93.76%    94.33%    94.62%
DIRECT EXPENSES %                   28.07%     52.74%    51.84%    50.41%     55.30%     49.48%     65.39%    53.17%    52.34%
MANAGEMENT FEE EXPENSE %             4.00%      4.00%     4.00%     4.00%      4.00%      4.00%      4.04%     4.04%     4.04%
CAPITAL EXPENDITURES %               2.82%      3.86%     3.29%     3.22%      4.23%      2.37%      4.41%     4.06%     4.52%
RENT INFLATION %                               -0.04%     0.49%     0.46%      0.36%      0.34%     -0.95%     0.12%     0.14%
GROSS RENTS PER SO. FT.             0.710      0.710     0.713     0.717      0.719      0.722      0.716     0.716     0.717
EFF. GROSS INC. PER SQ. FT.         0.684      0.685     0.678     0.688      0.684      0.685      0.682     O.687     O.690
DIRECT EXP'S PER SQ. FT.             2.39       4.49      4.44      4.33       4.77       4.28       4.49      4.57      4.50
AVERAGE RENT PER UNIT                 636        636       639       642        644        646        640       641       642

<CAPTION>

                                   Sep        Oct          Nov        Dec            Budget         Total
                                  Budget     Budget       Budget     Budget        + Actual         Budget
                                 --------    -------      -------    -------      ----------     ----------
<S>                              <C>         <C>          <C>        <C>          <C>            <C>

- -INCOME-
Gross Rental Income              852,540     853,515      854,110    854,705      10,212,987     10,195,970
Model/Free Units                 (18,025)    (17,925)     (17,925)   (17,925)       (219,485)      (214,855)
Vacancy                          (25,576)    (28,257)     (33,357)   (35,561)       (377,421)      (416,015)
Misc. Income                      14,290      13,945       14,095     13,945         174,727        169,065
                                 ---------------------------------------------------------------------------
TOTAL INCOME                     823,229     821,278      816,923    815,164       9,790,808      9,734,165

- -EXPENSES-

Payroll                           89,495     122,698       88,240    122,459       1,169,088      1,131,393
Taxes-Ad Valorem                  76,402      76,402       76,402     76,402         920,905        910,824
Insurance                         25,040      25,040       25,040     25,040          97,967        300,480
Utilities                        151,492     143,012      138,376    136,257       1,796,540      1,797,175
Sales & General                   32,960      29,416       26,635     26,130         333,027        355,600
Maintenance                       62,235      57,065       51,955     52,230         762,828        714,840
                                 -------     -------      -------    -------       ---------      ---------
Sub-Total                        437,624     453,632      406,648    438,518       5,080,354      5,216,312
Management Fee                    33,247      33,168       32,995     32,923         393,535        393,169
                                 -------     -------      -------    -------       ---------      ---------
TOTAL EXPENSES                   470,871     486,800      439,643    471,441       5,473,889      5,609,481
                                 ---------------------------------------------------------------------------
NET OPERATING INCOME             352,358     334,478      377,280    343,723       4,316,919      4,124,684
Replacement Costs                 34,055      30,805       22,825     22,585         351,308        477,520
CASH FLOW (before Debt Service)  318,303     303,673      354,455    321,138       3,965,611      3,647,164
Mortgage Interest Payments       268,343     277,288      288,343    277,288       3,264,778      3,264,851
                                 ---------------------------------------------------------------------------
NET CASH FLOW                     49,960      26,385       86,112     43,850         700,833        382,313
                                 ---------------------------------------------------------------------------

VACANCY LOSS %                      3.00%      3.310%        3.91%      4.16%           3.70%          4.08%
MANAGEMENT APARTMENTS %             2.01%       2.00%        2.00%      2.00%           1.98%          2.00%
ECONOMIC OCCUPANCY %               94.89%      94.59%       94.00%     93.74%          94.16%         93.81%
DIRECT EXPENSES %                  51.33%      53.16%       47.61%     51.31%          49.74%         51.16%
MANAGEMENT FEE EXPENSE %            4.04%      4.040%        4.04%      4.04%           4.02%          4.04%
CAPITAL EXPENDITURES %              3.99%      3.610%        2.67%      2.64%           3.44%          4.68%
RENT INFLATION %                    0.15%       0.11%        0.07%      0.07%
GROSS RENTS PER SQ. FT.            0.718       0.718        0.719      0.719           0.716          0.716
EFF. GROSS INC. PER SQ. FT.        0.693       0.691        0.688      0.686           0.687          0.683
DIRECT EXP'S PER SQ. FT.            4.42        4.58         4.11       4.43            4.28           4.39
AVERAGE RENT PER UNIT                643         644          644        645             642            641
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
DETAIL OPERATING STATEMENT                                                                                      FARB REALTY COMPANY
                                                                                                           08:24 AM         07/07/97
- ------------------------------------------------------------------------------------------------------------------------------------
NOB HILL SUMMARY (952)                                                                                            #UNITS       1,326
JUNE 30, 1997                                                                                                       SQ.FT. 1,188,002
- ------------------------------------------------------------------------------------------------------------------------------------
                                    Jan        Feb          Mar          Apr          May          Jun          Jun          Jul
                                   Actual     Actual       Actual       Actual       Actual       Actual       Budget       Budget
                                   ------     ------       ------       ------       ------       ------       ------       ------
<S>                               <C>         <C>          <C>          <C>          <C>          <C>          <C>          <C>

- -INCOME-

GROSS RENTAL INCOME              843,585      843,255      847,350      851,232      854,260      857,160      849,015      850,050
Model Apartment Cost              (5,175)      (5,216)      (5,355)      (5,355)      (5,355)      (5,514)      (5,425)      (5,425)
Employee Apt Cost                (10,442)     (11,830)     (11,687)     (11,337)     (11,337)     (11,395)     (11,670)     (11,670)
Discounted Rent                   (1,943)      (1,736)      (2,228)      (1,573)      (2,880)      (1,105)      (1,130)      (1,030)
Gratuitous Rent                        0            0            0            0            0            0            0            0
                                 --------------------------------------------------------------------------------------------------
TOTAL MODEL/FREE UNITS            (7,560)     (18,781)     (19,270)     (18,265)     (19,572)     (18,014)     (18,225)     (18,125)

Vacancy                          (25,068)     (26,558)     (34,974)     (29,502)     (38,674)     (42,090)     (34,760)     (30,092)

Late Charge/Nsf                    1,655        1,530        1,310          845        1,135        1,425        1,120        1,165
Other Income                       1,287        1,505        2,179        3,259        4,237        5,915        2,220        2,220
Deposits Forfeited                 2,860        2,110        1,215        2,209        3,630        1,887        2,700        2,400
Laundry Commissions                5,498       11,273        7,664        7,828        7,777        7,770        7,870        7,870
Vending Commissions                  867           37          229          136          259          192          335          335
                                 --------------------------------------------------------------------------------------------------
TOTAL MISC. INCOME                12,167       16,455       12,597       14,277       17,038       17,189       14,245       13,990

TOTAL INCOME                     813,124      814,371      805,703      817,744      813,052      814,245      810,275      815,823

- -EXPENSES-
Manager Salary                    25,298       26,424       26,963       27,348       39,470       26,398       24,885       24,885
Leasing Salary                     7,031        8,032        5,518        5,743        8,140        5,718        5,805        6,500
Maintenance Salary                19,572       18,210       17,827       17,942       27,620       19,295       19,055       19,055
Maid/Porter Salary                17,475       18,555       19,439       19,196       30,271       20,022       15,600       15,990
Insurance - Benefits              11,425       11,543       12,220       13,431        9,633       15,463       15,217       10,677
Taxes - Payroll                    7,532        7,724        7,460        7,017        9,582        6,117        7,514        7,639
                                 --------------------------------------------------------------------------------------------------
TOTAL PAYROLL                     88,333       90,488       89,428       90,677      124,716       93,013       88,076       84,746

TAXES - OTHER                      1,483            0            0            0            0            0            0            0
TAXES - AD VALOREM                76,835       76,835       76,835       76,835       76,835       76,835       76,402       76,402
HOMEOWNERS FEE                         0            0            0            0            0            0            0            0
INSURANCE - GL, FIRE & EC       (175,253)      25,040       25,040       25,040       23,930       23,930       25,040       25,040

Electrical - Apts                      0            0            0            0            0            0            0            0
Electrical - Buildings            74,299       69,945       66,685       74,295       71,110       80,939       84,826       91,816
Natural Gas Service               39,945       44,785       40,977       29,047       24,983       15,744       19,149       18,645
Telephone Service                  2,351          944        2,043        1,96l        1,758        1,553        2,045        2,046
Water Service                     41,079       36,504       38,784       36,908       39,519       41,646       47,958       49,787
Trash Removal                      3,310        4,249        3,626        3,247        3,403        3,250        3,420        3,420
                                 --------------------------------------------------------------------------------------------------
TOTAL UTILITIES                  160,985      156,427      152,115      145,456      140,773      143,132      157,398      165,713

Security Expense                  12,519       10,999        8,696        8,792        9,406        8,941        9,600        9,600
Professional Fees                  1,476        1,321        3,276        1,760        2,853        3,224        2,400        2,350
Advertising                          668        2,080        3,231        1,751        1,908        2,351        2,430        2,430
Resident Retention                   775          535          957          580        3,220          809          750          750
Locator Fees                       3,135        5,120        5,315        5,285        8,644        7,318        9,980       12,640
Furniture Rental                       0            0            0            0            0            0            0            0
Other Expense                      1,836        1,300        3,668        2,375        2,388        2,487        3,870        3,870
Office Repair & Supplies           1,594          671          865        2,395        1,519          890        1,935        2,610
                                 --------------------------------------------------------------------------------------------------
TOTAL SALES & GENERAL             22,003       22,026       26,008       22,938       29,937       26,019       30,965       34,250

<CAPTION>
                                          Aug         Sep           Oct           Nov           Dec         Budget       Total
                                         Budget      Budget        Budget        Budget        Budget     + Actual       Budget
                                        -------      --------      -------       -------      -------    ----------    ----------
<S>                                     <C>           <C>           <C>           <C>          <C>         <C>           <C>
 -INCOME-

GROSS RENTAL INCOME                     851,225       852,540       853,515       854,110       854,705    10,212,987    10,195,970
Model Apartment Cost                     (5,425)       (5,425)       (5,425)       (5,425)       (5,425)      (64,519)      (64,620)
Employee Apt Cost                       (11,670)      (11,670)      (11,670)      (11,670)      (11,670)     (138,048)     (138,975)
Discounted Rent                          (1,005)         (930)         (830)         (830)         (830)      (16,919)      (11,260)
Gratuitous Rent                               0             0             0             0             0             0             0
                                        --------------------------------------------------------------------------------------------
TOTAL MODEL/FREE UNITS                  (18,100)      (18,025)      (17,925)      (17,925)      (17,925)     (219,485)     (214,855)

Vacancy                                 (27,712)      (25,576)      (28,257)      (33,357)      (35,561)     (377,421)     (416,015)

Late Charge/Nsf                           1,165         1,165         1,120         1,120         1,120        14,755        13,665
Other Income                              2,220         2,220         2,220         2,220         2,220        31,702        26,640
Deposits Forfeited                        3,150         2,700         2,400         2,550         2,400        29,511        30,300
Laundry Commissions                       7,870         7,870         7,870         7,870         7,870        95,029        94,440
Vending Commissions                         335           335           335           335           335         3,730         4,020
                                        --------------------------------------------------------------------------------------------
TOTAL MISC. INCOME                       14,740        14,290        13,945        14,095        13,945       174,727       169,065

TOTAL INCOME                            820,153       823,229       821,278       816,923       815,164     9,790,808     9,734,165

- -EXPENSES-
Manager Salary                           24,885        26,055        37,590        25,055        31,319       340,690       328,164
Leasing Salary                            6,500         6,500         9,755         6,500        16,250        92,188        89,730
Maintenance Salary                       19,095        19,105        28,660        22,105        27,632       256,118       257,027
Maid/Porter Salary                       15,990        15,875        22,250        15,700        18,976       229,740       202,764
Insurance - Benefits                     10,681        15,309        13,143        10,904        17,451       151,880       152,776
Taxes - Payroll                           7,644         7,651        11,300         7,976        10,831        98,473       100,932
                                         -------------------------------------------------------------------------------------------
TOTAL PAYROLL                            84,795        89,495       122,698        88,240       122,459     1,169,088     1,131,393

TAXES - OTHER                                 0             0             0             0             0         1,483             0
TAXES - AD VALOREM                       76,402        76,402        76,402        76,402        76,402       919,422       916,824
HOMEOWNERS FEE                                0             0             0             0             0             0             0
INSURANCE - GL, FIRE & EC                25,040        25,040        25,040        25,040        25,040        97,967       300,480
Electrical - Apts                             0             0             0             0             0             0             0
Electrical - Buildings                   91,816        81,330        77,836        74,340        70,845       925,257       961,986
Natural Gas Service                      17,637        18,645        19,149        21,668        26,705       317,930       268,070
Telephone Service                         2,045         2,045         2,045         2,045         2,045        22,881        24,540
Water Service                            47,958        46,127        40,637        36,978        33,317       489,242       502,289
Trash Removal                             3,345         3,345         3,345         3,345         3,345        41,231        40,290
                                        --------------------------------------------------------------------------------------------
TOTAL UTILITIES                         162,801       151,492       143,012       138,376       136,257     1,796,540     1,797,175

Security Expense                          9,600         9,600         9,600         9,600         9,600       116,952       115,200
Professional Fees                         2,300         2,150         2,150         2,150         2,150        27,160        27,210
Advertising                               2,430         2,430         2,430         2,430         2,430        26,569        29,160
Resident Retention                          950           750           750           750           750        11,578         9,200
Locator Fees                             13,540        12,180         8,705         5,845         5,845        93,572       104,335
Furniture Rental                              0             0             0             0             0             0             0
Other Expense                             3,955         3,745         3,650         3,650         3,625        36,549        44,710
Office Repair & Supplies                  1,930         2,105         2,130         2,210         1,730        20,648        26,785
                                        --------------------------------------------------------------------------------------------
TOTAL SALES & GENERAL                    34,705        32,960        29,415        26,635        26,130       333,027       355,600
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
DETAIL OPERATING STATEMENT                                                                                       FARB REALTY COMPANY
                                                                                                                 08:24 AM   07/07/97
- ------------------------------------------------------------------------------------------------------------------------------------
NOB HILL SUMMARY (952)                                                                                              #UNITS     1,326
JUNE 30,1997                                                                                                        SQ.FT. 1,188,002
- ------------------------------------------------------------------------------------------------------------------------------------

                                                        Jan        Feb       Mar       Apr      May        Jun       Jun       Jul
                                                       Actual    Actual    Actual    Actual    Actual     Actual    Budget    Budget
                                                       ------    ------    ------    ------    ------     ------    ------    ------
<S>                                                    <C>       <C>       <C>        <C>       <C>        <C>       <C>       <C>

Exterminating                                          1,131     1,037     1,201      1,039     1,292      1,045     1,650     1,600
Cleaning Supplies                                        836       975       827        821     1,001      1,181     1,265     1,290

Repairs And Supplies                                   2,695     4,143     1,512      2,482     1,886      1,599     2,020     1,970
Air Conditioner Maintenance                            9,497     9,570     5,711      7,468     8,005      5,112     8,300     7,800

Appliance Maintenance                                  1,075     1,156     1,022        921     1,512        823       900     1,075
Building Maintenance                                   6,730     6,385     6,249      4,521     4,998      2,799     6,400     8,850
Carpet Maintenance                                       985     1,433       608      1,080     2,126      1,085     1,275     1,400
Window Treatments-Repairs                                  0         0         0          0         0          0         0         0
Electrical Maintenance                                 3,681     3,464     3,625      6,308     5,000      1,558     4,600     4,600
Painting Contract                                      8,715     8,650     9,534     12,118     8,486     10,251    11,520    12,150
Site Maintenance                                          33     1,228       (41)       634     1,688         99     1,200     1,200
Painting Material                                        232       251     1,557      1,465       769        843       775       725
Pool Maintenance                                         451       380     1,058        721     1,148        708     1,015       890
Plumbing Maintenance                                  12,478    17,985    17,704     13,032    14,350     11,676     9,350     9,350
Roof And Gutter Maintenance                            1,503     1,859     1,774      1,268     4,805      1,908     2,500     2,500
Fire/Freeze/Flood - Minor                                  0         0         0          0     1,651      2,835         0         0
Landscaping                                           12,402    15,403    17,495     14,263    17,462     17,636    14,145    12,455
                                                    --------------------------------------------------------------------------------
TOTAL MAINTENANCE                                     62,444    73,920    69,837     68,141    76,178     61,158    66,915    65,855

MANAGEMENT FEE                                        32,525    32,574    32,228     32,710    32,522     32,571    32,728    32,950

TOTAL EXPENSES                                       269,354   477,311   471,491    461,797   504,892    456,658   477,524   484,956

NET OPERATING INCOME                                 543,770   337,060   334,212    355,946   308,159    357,587   332,751   330,867

Repl. Cost-Air Conditioner                                 0         0     5,919          0     2,051          0     7,350     3,875
Repl. Cost-Appliances                                  6,882     4,506     3,866      6,349     7,150      3,276     6,775     6,660
Repl. Cost-Bidge-Other                                     0         0         0          0         0          0         0         0
Repl. Cost-Buildings                                       0         0         0        928     1,541      2,100     1,300     1,000
Repl. Cost-Carpet/Tile                                 9,640    19,828    12,556     15,447    15,260     11,919    18,300    19,800
Repl. Cost-Mini-Blinds                                 1,020     1,100     1,022      1,158       805        707     1,020       945
Repl. Cost-Electrical                                  1,448     2,044     1,186        837     2,531      1,608     1,400     1,400
Repl. Cost-Painting                                        0         0         0          0         0          0         0         0
Repl. Cost-Site                                            0         0         0          0         0          0     1,300       800
Repl. Cost-Pools                                           0         0         0          0         0          0         0         0
Repf. Cost-Plumbing                                    4,824     5,036     1,275      1,693     5,790        722         0         0
Repl. Cost-Roof/Gutter                                     0         0     1,238          0         0          0         0         0
Fire/Freeze/Flood-Major                                    0         0         0          0         0          0         0         0
Acquired Assets                                            0         0       847        989     1,021          0         0         0
                                                    --------------------------------------------------------------------------------
TOTAL REPLACEMENT COSTS                               23,814    32,515    27,908     27,400    36,150     20,331    37,445    34,480

CASH FLOW (before Debt Service) 519,958              519,956   304,546   306,305    328,546   272,009   337,255    295,306   296,387

Mortgage Interest Payments                           277,277   250,444   277,277    268,333   277,277   268,333    268,343   277,288

                                                    --------------------------------------------------------------------------------
NET CASH FLOW                                        242,679    54,102    29,028     60,213    (5,268)    68,923    20,963    19,099
                                                    --------------------------------------------------------------------------------

<CAPTION>
                                                        Aug       Sep        Oct        Nov        Dec        Budget        Actual
                                                       Budget    Budget     Budget     Budget     Budget     + Actual       Budget
                                                       ------    ------     ------     ------     ------     --------       ------

<S>                                                     <C>        <C>        <C>        <C>        <C>        <C>          <C>
Exterminating                                           1,650      1,600      1,340      1,290      1,290      15,514       16,980
Cleaning Supplies                                       1,225      1,225      1,025        925        800      12,132       12,980

Repairs And Supplies                                    1,920      1,970      1,770      1,770      1,770      25,488       22,840
Air Conditioner Maintenance                             7,400      6,950      6,550      5,800      5,800      85,663       81,900

Appliance Maintenance                                   1,050      1,025      1,025        650        850      11,985        9,900
Building Maintenance                                    5,850      5,850      5,300      4,800      4,700      65,033       68,900
Carpet Maintenance                                      1,400      1,425      1,125      1,075        925      14,666       13,850
Window Treatmente-Repairs                                   0          0          0          0          0           0            0
Electrical Maintenance                                  4,550      4,500      3,760      3,350      3,300      47,686       47,150
Painting Contract                                      10,600      9,050      8,990      7,330      6,830     113,305      110,720
Site Maintenance                                        1,200      1,200      1,200      1,200      1,200      10,840       17,800
Painting Material                                         700        675        675        650        650       9,193        8,450
Pool Maintenance                                          990        940        640        540        540       9,006        9,455
Plumbing Maintenance                                    9,350      9,350      9,350      7,850      7,850     140,324      109,200
Roof And Gutter Maintenance                             2,280      2,280      2,280      2,280      2,280      27,016       28,740
Fire/Freeze/Flood - Minor                                   0          0          0          0          0       4,486            0
Landscaping                                            11,645     13,595     12,045     12,445     13,645     170,491      155,975
                                                   --------------------------------------------------------------------------------
TOTAL MAINTENANCE                                      61,810     62,235     57,065     51,955     52,230     762,828      714,840

MANAGEMENT FEE                                         33,122     33,247     33,168     32,995     32,923     393,535      393,169

TOTAL EXPENSES                                        478,675    470,871    486,800    439,643    471,441   5,473,889    5,609,481

NET OPERATING INCOME                                  341,478    352,358    334,478    377,280    343,723   4,316,919    4,124,684

Repl. Cost-Air Conditioner                              6,100      3,900      4,300          0          0      26,146      116,750
Repl. Cost-Appliances                                   7,075      5,370      4,900      4,845      4,605      65,484       64,665
Repl. Cost-Bidge-Other                                      0          0          0          0          0           0            0
Repl. Cost-Buildings                                    1,000      4,500      5,000      1,000      1,000      18,069       28,200
Repl. Cost-Carpet/Tile                                 21,120     17,140     13,460      9,960      9,960     176,089      173,500
Repl. Cost-Mini-Blinds                                    945        945        945        820        820      11,233       10,770
Repl. Cost-Electrical                                   1,400      1,400      1,400      1,400      1,400      18,054       19,000
Repl. Cost-Painting                                         0          0          0          0          0           0            0
Repl. Cost-Site                                           800        800        800        800        800       4,800       23,255
Repl. Cost-Pools                                            0          0          0      4,000      4,000       8,000        8,000
Repf. Cost-Plumbing                                         0          0          0          0          0      19,340        2,000
Repl. Cost-Roof/Gutter                                      0          0          0          0          0       1,238       31,380
Fire/Freeze/Flood-Major                                     0          0          0          0          0           0            0
Acquired Assets                                             0          0          0          0          0       2,857            0
                                                   --------------------------------------------------------------------------------
TOTAL REPLACEMENT COSTS                                38,440     34,055     30,805     22,825     22,585     351,308      477,520

CASH FLOW (before Debt Service)                       303,038    318,303    303,673    354,455    321,138   3,965,611    3,647,164

Mortgage Interest Payments                            277,288    268,343    277,288    268,343    277,288   3,264,778    3,264,851

                                                   --------------------------------------------------------------------------------
NET CASH FLOW                                          25,750     49,900     26,385     86,112     43,850     700,833      382,313
                                                   --------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
REVIEW OF OPERATIONS                                                                                            FARB REALTY COMPANY
                                                                                                            03:08 PM       07/09/97
- -----------------------------------------------------------------------------------------------------------------------------------
NOB HILL SUMMARY (952)                                                                                             #UNITS     1,326
DECEMBER 31,1996                                                                                                   SQ.FT. 1,188,002
- -----------------------------------------------------------------------------------------------------------------------------------
                                                 Jan        Feb        Mar       Apr        May        Jun        Jul         Aug
                                                Actual     Actual     Actual    Actual     Actual     Actual     Actual      Actual
                                               --------   --------   --------  ---------  --------   ---------  ---------  ---------
<S>                                            <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>

- -INCOME-
Gross Rental Income                            836,290    838,930    843,595    843,720    843,120    841,040    840,820    842,050
Model/Free Units                               (15,663)   (19,300)   (18,015)   (17,428)   (17,857)   (18,332)   (17,955)   (17,778)
Vacancy                                        (67,022)   (71,630)   (78,865)   (93,258)   (85,690)   (74,028)   (55,051)   (28,928)
Misc. Income                                    13,126     19,548     14,167     14,400     14,016     14,198     15,523     15,935
                                               -------------------------------------------------------------------------------------
TOTAL INCOME                                   766,730    767,548    760,882    747,435    753,589    762,878    783,338    811,279

- -EXPENSES-
Payroll                                         78,323     81,888     82,278     77,100    113,540     87,613     83,563     89,623
Taxes-Ad Valorem                                77,093     76,835     76,835     76,835     76,835     76,835     76,835     76,835
Insurance                                       36,417     36,417     36,417     36,417     25,040     25,040     25,040     25,040
Utilities                                      177,527    151,899    147,132    144,462    137,913    140,992    146,127    148,920
Sales & General                                 17,714     20,932     21,444     27,105     28,445     22,394     36,351     39,630
Maintenance                                     53,295     55,869     56,893     49,852     41,577     61,804     60,903    104,627
                                               --------   --------   --------  ---------  --------   ---------  ---------  ---------
Sub-Total                                      440,369    423,839    420,999    411,771    423,350    414,678    428,818    484,676

Management Fee                                  30,669     30,701     30,435     29,897     30,144     30,515     31,333     32,449
                                               --------   --------   --------  ---------  --------   ---------  ---------  ---------
TOTAL EXPENSES                                 471,038    454,540    451,434    441,668    453,494    445,193    460,152    517,124
                                               -------------------------------------------------------------------------------------
NET OPERATING INCOME                           295,693    313,008    309,448    305,767    300,094    317,686    323,180    294,154

Replacement Costs                               22,498     21,608     17,098     31,156     13,383     20,721     39,739     68,356

CASH FLOW (before Debt Service)                273,195    291,400    292,350    274,611    286,711    298,965    283,448    225,798

Mortgage Interest Payments                     277,845    259,274    277,155    268,215    277,155    268,215    277,277    277,277
                                               -------------------------------------------------------------------------------------
NET CASH FLOW                                   (4,651)    32,126     15,195      6,396      9,556     28,751      6,171    (51,479)
                                               -------------------------------------------------------------------------------------
VACANCY LOSS %                                    8.01%      8.54%      9.35%     11.05%     10.16%      8.80%      6.55%      3.44%
MANAGEMENT APARTMENTS %                           1.86%      1.85%      1.91%      1.89%      1.86%      1.93%      1.84%      1.84%
ECONOMIC OCCUPANCY %                             90.11%     89.16%     88.52%     86.88%     87.72%     89.02%     91.32%     94.45%
DIRECT EXPENSES %                                52.66%     50.52%     49.91%     48.80%     50.21%     49.31%     51.00%     57.56%
MANAGEMENT FEE EXPENSE %                          4.00%      4.00%      4.00%      4.00%      4.00%      4.00%      4.00%      4.00%
CAPITAL EXPENDITURES %                            2.69%      2.58%      2.03%      3.69%      1.59%      2.46%      4.73%      8.12%
RENT INFLATION %                                             0.32%      0.56%      0.01%     -0.07%     -0.25%     -0.03%      0.15%

GROSS RENTS PER SQ. FT.                           0.704      0.706      0.710      0.710      0.710      0.708      0.708      0.79
EFF. GROSS INC. PER SQ. FT.                       0.645      0.646      0.640      0.629      0.634      0.642      0.659     0.683
DIRECT EXP'S PER SQ. FT.                           4.45       4.28       4.25       4.16       4.28       4.19       4.33      4.90
AVERAGE RENT PER UNIT                               631        633        636        636        636        634        634       635

                                               Sep         Oct         Nov         Dec         Dec        Budget          Total
                                              Actual      Actual      Actual      Actual      Budget      + Actual        Budget
                                              ------      ------      ------      ------      ------      --------        ------
<S>                                           <C>        <C>         <C>         <C>         <C>         <C>            <C>

- -INCOME-
Gross Rental Income                          841,340     841,580     841,805     842,630     852,194     10,096,820     10,065,620
Model/Free Units                             (18,972)    (20,049)    (18,982)    (19,280)    (16,221)      (219,609)      (192,818)
Vacancy                                      (17,169)    (15,343)    (14,579)    (19,782)    (38,912)      (621,345)      (407,976)
Misc. Income                                  21,969      14,863      17,378      15,877      14,270        190,999        178,036
                                            ----------------------------------------------------------------------------------------
TOTAL INCOME                                 827,168     821,051     825,622     819,345     811,331      9,640,865      9,642,862

- -EXPENSES-
Payroll                                       90,324      79,910     117,287     106,784      84,180      1,088,232      1,062,336
Taxes-Ad Valorem                              76,835      76,835      76,835      37,907      78,744        883,350        944,928
Insurance                                     25,040      25,040      25,040      25,040      38,238        345,988        451,572
Utilities                                    140,923     127,898     136,194     142,025     158,583      1,742,012      1,764,720
Sales & General                               39,718      39,870      26,210      27,545      19,215        347,357        253,021
Maintenance                                   62,476      67,366      72,139      62,879      44,595        749,680        598,484
                                            --------    --------     -------     -------     -------      ---------      ---------
Sub-Total                                    435,317     418,919     453,704     402,180     423,555      5,156,619      5,075,061
Management Fee                                33,085      32,843      33,025      32,773      32,454        377,869        385,712
                                            --------    --------     -------     -------     -------      ---------      ---------
TOTAL EXPENSES                               468,402     449,762     486,729     434,953     456,009      5,534,488      5,460,773
                                            ----------------------------------------------------------------------------------------
NET OPERATING INCOME                         358,766     371,289     338,892     384,393     355,322      3,912,377      4,182,089

Replacement Costs                             71,085      89,542      98,392      98,511      14,114        592,087        308,363

CASH FLOW (before Debt Service)              287,681     281,748     240,501     285,882     341,208      3,320,289      3,873,726

Mortgage Interest Payments                   268,333     277,277     268,333     277,277     277,090      3,273,632      3,266,970
                                            ----------------------------------------------------------------------------------------
NET CASH FLOW                                 19,348       4,471     (27,832)      8,605      64,118         46,657        606,756
                                            ----------------------------------------------------------------------------------------

VACANCY LOSS %                                  2.04%       1.82%       1.73%       2.35%       4.57%          6.15%          4.05%
MANAGEMENT APARTMENTS %                         1.84%       1.96%       2.01%       2.04%       1.84%          1.91%          1.85%
ECONOMIC OCCUPANCY %                           95.70%      95.79%      96.01%      95.36%      93.53%         91.67%         94.03%
DIRECT EXPENSES %                              51.74%      49.64%      63.90%      47.73%      49.70%         51.07%         60.42%
MANAGEMENT FEE EXPENSE %                        4.00%       4.00%       4.00%       4.00%       4.00%          4.00%          4.00%
CAPITAL EXPENDITURES %                          8.45%      10.64%      11.69%      11.69%       1.66%          5.86%          3.06%
RENT INFLATION %                               -0.08%       0.03%       0.03%       0.09%       1.15%

GROSS RENTS PER SQ. FT.                        0.708       0.708       0.709       0.709       0.717          0.708          0.706
EFF. GROSS INC. PER SQ. FT.                    0.696       0.691       0.695       0.690       O.683          0.663          0.676
DIRECT EXP'S PER SO. FT.                        4.40        4.21        4.58        4.O6        4.28           4.34           4.27
AVERAGE RENT PER UNIT                            634         635         635         635         643            635            633
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
DETAIL OPERATING STATEMENT                                                                                       FARB REALTY COMPANY
                                                                                                           03:09 PM         07/09/97
- ------------------------------------------------------------------------------------------------------------------------------------
NOB HILL SUMMARY (952)                                                                                            #UNITS      1,326
DECEMBER 31, 1996                                                                                                  SQ.FT. 1,188,002
- ------------------------------------------------------------------------------------------------------------------------------------
                                        Jan          Feb        Mar        Apr        May         Jun        Jul        Aug
                                       Actual       Actual     Actual     Actual     Actual      Actual     Actual     Actual
                                       ------       ------     ------     ------     ------      ------     ------     ------
<S>                                    <C>          <C>        <C>       <C>         <C>        <C>        <C>        <C>

- -INCOME-
GROSS RENTAL INCOME                    836,290      838,930    843,595    843,720    843,120    841,040    840,820    842,050
Model Apartment Cost                    (5,280)      (5,280)    (5,280)    (5,190)    (5,190)    (5,190)    (5,195)    (5,235)
Employee Apt Cost                      (10,273)     (10,255)   (10,830)   (10,775)   (10,617)   (11,007)   (10,297)   (10,297)
Discounted Rent                           (110)      (3,765)    (1,905)    (1,463)    (2,150)    (2,135)    (2,463)    (2,246)
Gratuitous Rent                              0            0          0          0          0          0          0          0
                                       ---------------------------------------------------------------------------------------------
TOTAL MODEL/FREE UNITS                 (15,663)     (19,300)   (18,015)   (17,428)   (17,857)   (18,332)   (17,955)   (17,778)

Vacancy                                (67,022)     (71,630)   (78,865)   (93,258)   (85,690)   (74,028)   (55,051)   (28,928)

Late Charge/Nsf                          1,104          885      1,725        820      1,155        925      1,570      1,580
Other Income                             2,185        2,419      2,467      2,987      3,789      3,780      4,194      3,62l
Deposits Forfeited                       2,900        4,104      2,326      3,703      2,220      2,479      2,715      3,450
Laundry Commissions                      6,937       11,825      7,369      6,891      6,852      7,014      6,944      7,124
Vending Commissions                          0          315        280          0          0          0          0        160
                                       ---------------------------------------------------------------------------------------------
TOTAL MISC. INCOME                      13,126       19,548     14,167     14,400     14,016     14,198     15,523     16,935

TOTAL INCOME                           766,730      767,548    760,882    747,435    763,589    762,878    783,338    811,279

- -EXPENSES-
Manager Salary                          22,405       22,192     24,342     21,935     34,261     21,602     22,711     23,56l
Leasing Salary                           4,978        5,203      5,253      5,303      7,654      5,952      6,402      7,982
Maintenance Salary                      19,908       21,263     17,790     17,391     27,689     20,095     18,621     18,820
Maid/Porter Salary                      12,196       14,170     14,724     14,365     21,754     18,236     19,342     22,009
Insurance - Benefits                    12,203       12,116     13,288     11,864     13,568     15,680     10,553     11,023
Taxes - Payroll                          6,633        6,944      6,881      6,242      8,714      6,042      5,933      6,230
                                       ---------------------------------------------------------------------------------------------
TOTAL PAYROLL                           78,323       81,888     82,278     77,100    113,540     87,613     83,563     89,623

TAXES - OTHER                            1,468            0          0          0          0          0          0          0
TAXES - AD VALOREM                      75,625       76,835     76,835     76,835     76,835     76,835     76,835     76,835
HOMEOWNERS FEE                               0            0          0          0          0          0          0          0
INSURANCE - GL, FIRE & EC               36,417       36,417     36,417     38,417     25,040     25,040     25,040     25,040

Electrical - Apts                            0            0          0          0          0          0          0          0
Electrical - Buildings                  95,466       68,932     67,364     67,776     72,313     80,986     85,737     87,849
Natural Gas Service                     38,420       42,684     36,454     34,599     21,169     12,384     11,443     10,433
Telephone Service                        2,166        1,588      1,748      1,444      2,125      1,807      2,306      2,039
Water Service                           38,763       35,992     38,863     37,482     38,921     42,305     43,455     45,363
Trash Removal                            2,702        2,702      2,702      3,161      3,386      3,510      3,186      3,236
                                       ---------------------------------------------------------------------------------------------
TOTAL UTILITIES                        177,527      151,899    147,132    144,462    137,913    140,992    146,127    148,920

Security Expense                         5,179        7,329      7,514     10,483     11,633     11,441      9,549      9,873
Professional Fees                        2,325        1,433      2,681      1,767      3,840      2,719      1,709      2,468
Advertising                              1,045        3,627      4,329        290      4,524        840      2,230      2,813
Resident Retention                          78          916         14        469        141        163        815        417
Locator Fees                             4,902        4,410      4,090      3,745      5,395      3,986     15,725     15,665
Furniture Rental                             0            0          0          0          0          0          0          0
Other Expense                            1,506        1,851      1,403      2,566      2,087      2,576      2,955      5,369
Office Repair & Supplies                20,680        1,367      1,413      1,785        826        670      3,386      3,025
                                        --------------------------------------------------------------------------------------------
TOTAL SALES & GENERAL                   17,714       20,932     21,444     27,105     28,445     22,394     36,351     39,630


                                         Sep          Oct         Nov          Dec          Dec          Budget            Total
                                        Actual       Actual      Actual       Actual       Budget        + Actual         Budget
                                        ------       ------      ------       ------       ------        --------         ------
<S>                                     <C>          <C>          <C>          <C>          <C>          <C>            <C>

- -INCOME-
GROSS RENTAL INCOME                     841,340      841,580      841,805      842,530      852,194      10,096,820      10,065,620
Model Apartment Cost                     (5,235)      (5,175)      (5,900)      (6,025)      (5,402)        (64,175)        (64,076)
Employee Apt Cost                       (10,437)     (11,307)     (11,003)     (11,172)     (10,269)       (128,170)       (122,142)
Discounted Rent                          (3,300)      (3,587)      (2,079)      (2,083)        (550)        (27,264)         (6,600)
Gratuitous Rent                               0            0            0            0            0               0               0
                                       ---------------------------------------------------------------------------------------------
TOTAL MODEL/FREE UNITS                  (18,972)     (20,049)     (18,982)     (19,280)     (16,221)       (219,609)       (192,818)

Vacancy                                 (17,169)     (15,343)     (14,579)     (19,782)     (38,912)       (621,345)       (407,976)

Late Charge/Nsf                           1,385        1,055        1,640        1,240        1,430          15,184          17,646
Other Income                              4,873        2,176        4,235        2,117        3,040          38,842          35,440
Deposits Forfeited                        4,186        4,048        3,406        2,383        1,750          37,919          26,850
Laundry Commissions                      10,725        7,584        7,738        9,896        7,700          96,898          94,000
Vending Commissions                         800            0          360          240          350           2,155           4,200
                                       ---------------------------------------------------------------------------------------------
TOTAL MISC. INCOME                       21,969       14,863       17,378       15,877       14,270         190,999         178,030

TOTAL INCOME                            827,168      821,051      825,622      819,345      811,331       9,446,865       9,642,862
- -EXPENSES-
Manager Salary                           24,284       24,234       39,370       31,762       24,485         312,659         311,689
Leasing Salary                            6,496        5,775        9,193        9,263        6,223          79,456          79,246
Maintenance Salary                       17,849       17,866       25,429       24,374       20,661         246,994         263,825
Maid/Porter Salary                       22,210       15,220       22,546       22,224       13,500         218,995         167,002
Insurance - Benefits                     13,577       11,719       12,927       12,645       12,078         151,169         148,948
Taxes - Payroll                           5,907        5,096        7,821        6,517        7,233          78,959          91,626
                                        --------------------------------------------------------------------------------------------
TOTAL PAYROLL                            90,324       79,910      117,287      106,784       84,180       1,088,232       1,062,336
TAXES - OTHER                                 0            0            0            0            0           1,468               0
TAXES - AD VALOREM                       76,835       76,835       76,835       37,907       78,744         881,882         944,928
HOMEOWNERS FEE                                0            0            0            0            0               0               0
INSURANCE - GL, FIRE & EC                25,040       25,040       25,040       25,040       38,238         345,988         451,572

Electrical - Apts                             0            0            0            0            0               0               0
Electrical - Buildings                   81,297       79,393       75,715       69,344       76,574         932,172         901,393
Natural Gas Service                      10,904       12,266       17,267       28,639       32,978         276,670         281,292
Telephone Service                         1,724        1,328        1,916        1,675        1,735          21,867          20,990
Water Service                            43,763       31,800       37,985       39,057       43,986         473,552         622,945
Trash Removal                             3,236        3,310        3,310        3,310        3,310          37,761          38,100
                                        --------------------------------------------------------------------------------------------
TOTAL UTILITIES                         140,923      127,898      130,194      142,025      158,583       1,742,012       1,764,720

Security Expense                          9,920        9,943       10,513        9,730        6,780         119,105          68,890
Professional Fees                         1,965        1,809        3,407        1,304        2,180          27,427          27,960
Advertising                               2,501        2,063        1,780        2,571        1,700          28,618          21,100
Resident Retention                          627          744          985          641        1,110           6,909          13,540
Locator Fees                             21,135       19,213        3,855        5,890        3,845         107,809          68,231
Furniture Rental                              0            0            0            0            0               0               0
Other Expense                             2,033        3,787        2,623        4,831        3,000          33,587          35,100
Office Repair & Supplies                  1,539        2,312        3,041        2,877        1,600          24,902          20,200
                                        --------------------------------------------------------------------------------------------
TOTAL SALES & GENERAL                    39,718       39,870       26,210       27,545       19,215         347,357         253,021
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
REVIEW OF OPERATIONS                                                                                             FARB REALTY COMPANY
                                                                                                 03:08 PM                   07/09/97

- ------------------------------------------------------------------------------------------------------------------------------------
NOB HILL SUMMARY (952)                                                                                          #UNITS         1,328
DECEMBER 31,1995                                                                                               SQ.FT.      1.188.002
- ------------------------------------------------------------------------------------------------------------------------------------
                                         Jan        Feb         Mar         Apr         May         Jun         Jul          Aug
                                       Actual      Actual      Actual      Actual      Actual      Actual      Actual       Actual
                                       ------      ------      ------      ------      ------      ------      ------       ------
<S>                                    <C>         <C>         <C>         <C>         <C>         <C>         <C>          <C>
- -INCOME-
Gross Rental Income                    812,775     812,334     811,669     811,948     812,661     811,959     811,499     816,535
Model/Free Units                       (18,371)    (17,992)    (18,985)    (17,531)    (17,579)    (18,035)   (l6,202)     (15,140)
Vacancy                                (55,784)    (58,182)    (43,261)    (43,147)    (30,935)    (30,038)    (19,682)    (27,688)
Misc. Income                            12,171      17,889       9,138      16,655      15,981      15,132      15,149      16,125
                                       ---------------------------------------------------------------------------------------------
TOTAL INCOME                           750,791     756,048     758,56l     767,923     780,128     779,018     790,764     789,832

- -EXPENSES-
Payroll                                 81,974      81,373      80,181      79,910      80,109      91,422      73,216      74,759
Taxes-Ad Valorem                        77,228      75,759      75,750      75,759      75,759      75,759      75,759      75,759
Insurance                               32,6l1      32,611      32,811      32,611      36,417      36,417      36,417      36,417
Utilities                              140,086     159,765     151,866     121,951     147,896     152,857     142,538     147,835
Sales & General                         21,236      18,884      30,562      28,570      30,117      23,762      24,638      28,329
Maintenance                             55,347      64,038      75,956      71,034      67,537      78,900      70,004      80,262
                                        ------      ------      ------      ------      ------      ------      ------      ------
Sub-Total                              408,483     432,430     446,935     409,834     437,835     459,118     422,572     443,363
Management Fee                          30,032      30,242      30,343      30,716      31,205      31,161      31,632      31,593
                                        ------      ------      ------      ------      ------      ------      ------      ------
TOTAL EXPENSES                         438,515     462,672     477,278     440,550     469,040     490,279     454,204     474,956

NET OPERATING INCOME                   312,276     293,376     281,284     327,373     311,088     288,739      336,559     314,876

Replacement Costs                       37,875      27,114      51,610      27,940      72,445      46,845      44,132      28,927

CASH FLOW (before Debt Service)        274,401     266,262     229,673     299,432     238,643     241,894     292,428     285,949

Mortgage Interest Payments             272,088     249,109     276,601     268,417     274,163     268,001     277,691     277,012
Loan Draws From GECC                   (33,146)    (69,244)    (76,131)          0     (60,527)    (30,052)          0     (17,111)
Renovation                              21,668      16,258       5,410           0           0       8,555       8,556       8,555

                                       ---------------------------------------------------------------------------------------------
NET CASH FLOW                           13,794      70,139      23,793      31,015      25,007      (4,610)      6,182      17,493
                                       ---------------------------------------------------------------------------------------------

VACANCY LOSS %                            6.86%       8.92%       6.33%       5.31%       3.81%       3.70%       2.43%       3.39%
MANAGEMENT APARTMENTS %                   2.16%       2.12%       2.27%       2.09%       2.12%       2.12%       1.94%       1.81%
ECONOMIC OCCUPANCY %                     90.88%      90.87%      92.33%      92.53%      94.03%      94.08%      95.58%      94.75%
DIRECT EXPENSES %                        50.26%      63.23%      55.06%      50.48%      53.88%      56.54%      52.07%      54.30%
MANAGEMENT FEE EXPENSE %                  4.00%       4.OO%       4.00%       4.00%       4.00%       4.00%       4.00%       4.00%
CAPITAL EXPENDITURES %                    4.66%       3.34%       0.36%       3.44%       8.91%       5.77%       6.44%       3.54%
RENT INFLATION %                                     -0.05%      -0.08%       0.03%       0.09%      -0.09%      -0.06%       0.62%
GROSS RENTS PER SQ. FT.                  0.684       0.684       0.683       0.683       0.684       0.683       0.683       0.887
EFF. GROSS INC. PER SQ. FT.              O.632        O.63       0.639       0.648       0.657       0.656       0.666       O.665
DIRECT EXP'S PER SQ. FT.                  4.13        4.37        4.51        4.14        4.42        4.64        4.27        4.48
AVERAGE RENT PER UNIT                      613         613         612         612         613         612         612         616

<CAPTION>
                                                 Sep         Oct         Nov        Dec          Dec        Budget         Total
                                                Actual      Actual      Actual -   Actual       Budget     + Actual        Budget
                                                ------      ------      --------   ------       ------     --------        ------
- -INCOME-
Gross Rental Income                            822,340     825,810     828,255     830,517     846,957     9,808,304     9,948,991
Model/Free Units                               (15,763)    (17,085)    (17,278)    (16,555)    (18,984)     (206,516)     (225,294)
Vacancy                                        (26,758)    (33,049)    (37,934)    (51,517)    (50,588)     (455,973)     (535,713)
Misc. Income                                    21,458      14,617      12,242      15,154      13,191       181,611       152,420
                                               -------------------------------------------------------------------------------------
TOTAL INCOME                                   801,277     790,199     785,286     777,599     790,576     9,327,425     9,338,404

- -EXPENSES-
Payroll                                         83,080      82,070      78,668     124,792     113,049     1,011,555     1,001,584
Taxes-Ad Valorem                                75,759      75,759      75,759      39,834      80,428       874,652       965,136
Insurance                                       36,417      36,417      36,417      36,417      33,238       421,780       394,204
Utilities                                      120,998     131,253     129,953     129,616     171,194     1,676,613     1,860,103
Sales & General                                 27,697      20,526      13,362      19,117      16,177       286,800       231,416
Maintenance                                     64,033      56,695      54,069      43,042      48,913       780,917       665,289
                                                ------       -----      ------      ------      ------       -------        ------
Sub-Total                                      407,983     402,719     388,227     392,818     462,999     5,052,317     5,123,732
Management Fee                                  32,051      31,608      31,412      31,118      31,623       373,113       373,538
                                                ------      ------      ------      ------     -------       -------       -------
TOTAL EXPENSES                                 440,034     434,327     419,639     423,936     494,622     5,425,430     6,497,270

                                               -------------------------------------------------------------------------------------
NET OPERATING INCOME                           361,243     355,872     365,647     353,663     295,954     3,901,995     3,841,134

Replacement Costs                               64,577      37,122      50,609      27,486      18,422       516,583       444,339

CASH FLOW (before Debt Service)                296,665     318,750     315,138     326,177     277,532     3,385,411     3,396,795

Mortgage Interest Payments                     267,793     277,301     268,662     277,845     279,676     3,254,681     3,294,052
Loan Draws From GECC                                 0     (13,957)          0           0           0      (300,168)            0
Renovation                                       5,402           0           0           0           0        74,402             0

                                               -------------------------------------------------------------------------------------
NET CASH FLOW                                   23,471      55,406      40,476      48,331      (2,144)      356,490       102,743
                                               -------------------------------------------------------------------------------------

VACANCY LOSS %                                    3.25%       4.00%       4.58%       6.20%       6.97%         4.65%         5.39%
MANAGEMENT APARTMENTS %                           1.86%       1.96%       2.00%       1.95%       2.17%         2.03%         2.19%
ECONOMIC OCCUPANCY %                             94.83%      93.33%      93.33%      91.80%      91.79%        93.25%        92.35%
DIRECT EXPENSES %                                49.61%      48.77%      48.87%      47.30%      54.67%         5.51%        51.51%
MANAGEMENT FEE EXPENSE %                          4.00%       4.00%       4.00%       4.00%       4.00%         4.00%         4.00%
CAPITAL EXPENDITURES %                            7.85%       4.50%       6.10%       3.31%       2.18%         6.27%         4.47%
RENT INFLATION %                                 -0.06%       0.62%       0.71%       0.42%       0.30%         0.27%         1.98%
GROSS RENTS PER SQ. FT.                          O.692       0.695       0.697       0.699       0.713         0.688         0.098
EFF. GROSS INC. PER SQ. FT.                      0.674       0.665       0.661       0.655       0.665         0.854         0.655
DIRECT EXP'S PER SQ. FT.                          4.12        4.07        3.92        3.97        4.68          4.25          4.31
AVERAGE RENT PER UNIT                              620         623         625         626         639           6l6           625
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
DETAIL OPERATING STATEMENT                                                                                      FARB REALTY COMPANY
                                                                                                           03:08 PM        07/09/97
- ------------------------------------------------------------------------------------------------------------------------------------
NOB HILL SUMMARY (952)                                                                                            #UNITS      1,326
DECEMBER 31, 1995                                                                                                  SQ.FT. 1,188,002
- ------------------------------------------------------------------------------------------------------------------------------------
                                          Jan        Feb         Mar          Apr        May         Jun         Jul         Aug
                                         Actual     Actual      Actual       Actual     Actual      Actual      Actual      Actual
                                         ------     ------      ------       ------     ------      ------      ------      ------

<S>                                     <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
- -INCOME-

GROSS RENTAL INCOME                     812,775     812,334     811,669     811,946     812,661     811,959     811,499     816,535

Model Apartment Cost                     (5,035)     (5,035)     (5,035)     (5,010)     (5,295)     (5,035)     (5,035)     (5,135)
Employee Apt Cost                       (12,532)    (12,226)    (13,355)    (11,965)    (11,965)    (12,186)    (10,725)     (9,605)
Discounted Rent                            (804)       (731)       (595)       (556)       (319)       (815)       (442)       (400)
Gratuitous Rent                               0           0           0           0           0           0           0           0
                                       --------------------------------------------------------------------------------------------
TOTAL MODEL/FREE UNITS                  (18,371)    (17,992)    (18,985)    (17,531)    (17,579)    (18,035)    (l6,202)    (15,140)

Vacancy                                 (55,784)    (56,182)    (43,261)    (43,147)    (30,935)    (30,038)    (19,682)    (27,688)

Late Charge/Nsf                           1,735       1,376       1,385       1,463       1,045       1,566       1,660       1,899
Other Income                              2,530       2,669       2,198       2,822       2,795       3,600       2,715       3,062
Deposits Forfeited                        1,759       1,931         995       3,083       1,995       2,414       2,786       2,530
Laundry Commissions                       6,116      11,913       4,007       8,973       9,715       7,533       7,604       8,249
Vending Commissions                          30           0         553         314         432          19         385         385
                                       --------------------------------------------------------------------------------------------
TOTAL MISC. INCOME                       12,171      17,889       9,138      16,655      15,98l      15,132      15,149      16,125

TOTAL INCOME                            750,791     756,048     758,561     767,923     780,128     779,018     790,764     789,832

- -EXPENSES-
Manager Salary                           24,158      23,578      23,114      23,264      23,456      33,511      20,863      22,044
Leasing Salary                            6,193       5,080       5,158       5,478       5,378       7,729       5,553       5,543
Maintenance Salary                       18,951      18,374      18,501      19,775      20,004      30,874      19,748      20,378
Maid/Porter Salary                       12,907      12,907      12,513      11,875      12,249      18,038      12,098      12,223
Insurance - Benefits                     13,189      15,101      14,417      13,437      13,316      (6,645)     10,040       9,527
Taxes - Payroll                           6,576       6,333       6,479       6,082       5,706       7,915       4,914       5,044
                                       --------------------------------------------------------------------------------------------
TOTAL PAYROLL                            81,974      81,373      80,181      79,910      80,109      91,422      73,216      74,759

TAXES - OTHER                             1,469           0           0           0           0           0           0           0
TAXES - AD VALOREM                       75,759      75,759      75,759      75,759      75,759      75,759      75,759      75,759
HOMEOWNERS FEE                                0           0           0           0           0           0           0           0
INSURANCE - GL, FIRE & EC                32,6l1      32,611      32,611      32,6l1      36,417      36,417      36,417      36,417

Electrical - Apts                             0           0           0           0           0           0           0           0
Electrical - Buildings                   69,640      69,086      68,614      43,559      73,973      83,920      80,955      87,267
Natural Gas Service                      30,036      42,667      35,512      29,160      29,442      16,223      11,327      11,023
Telephone Service                           635       2,114       3,176       1,238       1,739       1,708       1,305       2,626
Water Service                            39,775      40,494      41,862      45,291      40,039      48,303      46,249      44,067
Trash Removal                                 0       5,405       2,702       2,702       2,702       2,702       2,702       2,852
                                       --------------------------------------------------------------------------------------------
TOTAL UTILITIES                         140,086     159,765     151,866     121,951     147,896     152,857     142,538     147,835

Security Expense                          4,519       4,506       4,879       5,014       5,814       5,184       5,401       4,956
Professional Fees                           569       2,956       3,117       8,710       2,384       4,981       2,232       2,076
Advertising                               1,719       1,414       1,531       2,117       3,655       1,226       2,079       4,183
Resident Retention                        1,395          30       2,288         (64)       (263)        468         115          71
Locator Fees                              8,431       5,06l      14,991       9,055       8,805       8,095       9,225      12,350
Furniture Rental                              0           0           0           0           0           0           0           0
Other Expense                             2,970       3,030       1,607       2,521       8,222       2,598       2,834       3,476
Office Repair & Supplies                  1,631       1,886       2,147       1,216       1,501       1,211       2,752       1,217
                                       --------------------------------------------------------------------------------------------
TOTAL SALES & GENERAL                    21,238      18,884      30,582      28,570      30,117      23,762      24,638      28,329

<CAPTION>
                                            Sep          Oct          Nov          Dec          Dec          Budget         Total
                                           Actual       Actual       Actual       Actual       Budget      + Actual         Budget
                                           ------       ------       ------       ------       ------      --------         ------

<S>                                       <C>          <C>          <C>          <C>          <C>          <C>            <C>
- -INCOME-

GROSS RENTAL INCOME                       822,340      825,816      828,255      830,517      846,957      9,808,304      9,946,991

Model Apartment Cost                       (5,240)      (5,240)      (5,240)      (5,270)      (4,812)       (61,605)       (56,968)
Employee Apt Cost                         (10,070)     (10,955)     (11,343)     (10,940)     (13,545)      (137,866)      (160,515)
Discounted Rent                              (453)        (890)        (695)        (345)        (450)        (7,045)        (5,715)
Gratuitous Rent                                 0            0            0            0         (177)             0         (2,096)
                                       --------------------------------------------------------------------------------------------
TOTAL MODEL/FREE UNITS                    (15,763)     (17,085)     (17,278)     (16,555)     (18,984)      (206,516)      (225,294)

Vacancy                                   (26,758)     (33,049)     (37,934)     (51,517)     (50,588)      (455,973)      (535,713)

Late Charge/Nsf                             2,069        1,479        1,405        1,985        1,160         19,066         12,795
Other Income                                3,393        2,795        1,500        1,223        3,783         31,302         33,449
Deposits Forfeited                          5,374        3,005        4,131        2,515        1,550         32,519         25,800
Laundry Commissions                        10,237        7,238        4,891        8,871        6,698         95,345         80,376
Vending Commissions                           385            0          315          560            0          3,378              0
                                       --------------------------------------------------------------------------------------------
TOTAL MISC. INCOME                         21,458       14,517       12,242       15,154       13,191        181,611        152,420

TOTAL INCOME                              801,277      790,199      785,286      777,599      790,576      9,327,425      9,338,404

- -EXPENSES-
Manager Salary                             25,579       24,632       22,076       37,441       35,677        303,716        307,833
Leasing Salary                              6,053        5,528        5,528        8,524        7,649         71,747         70,988
Maintenance Salary                         19,808       20,467       20,045       33,087       27,445        260,012        237,111
Maid/Porter Salary                         12,313       12,298       12,271       20,583       17,121        162,275        147,445
Insurance - Benefits                       12,300       12,138       12,178       15,146       15,840        134,144        157,288
Taxes - Payroll                             7,026        7,006        6,569       10,011        9,317         79,660         80,921
                                       --------------------------------------------------------------------------------------------
TOTAL PAYROLL                              83,080       82,070       78,668      124,792      113,049      1,011,555      1,001,584

TAXES - OTHER                                   0            0            0            0            0          1,469              0
TAXES - AD VALOREM                         75,759       75,759       75,759       39,834       80,428        873,183        965,130
HOMEOWNERS FEE                                  0            0            0            0            0              0              0
INSURANCE - GL, FIRE & EC                  36,417       36,417       36,417       36,417       33,238        421,780        394,204

Electrical - Apts                               0            0            0            0            0              0              0
Electrical - Buildings                     60,912       71,870       67,457       57,901       81,450        835,155        982,431
Natural Gas Service                        11,446       11,040       17,250       30,539       39,013        275,666        288,753
Telephone Service                           1,483        1,122        2,014        1,465        1,540         20,624         18,480
Water Service                              44,342       44,518       40,529       37,009       46,379        512,477        643,770
Trash Removal                               2,815        2,702        2,702        2,702        2,812         32,691         32,669
                                       --------------------------------------------------------------------------------------------
TOTAL UTILITIES                           120,998      131,253      129,953      129,616      171,194      1,676,013      1,866,103

Security Expense                            5,366        4,668        4,995        5,261        4,750         60,564         57,000
Professional Fees                           3,785        2,022          895        1,882          915         35,811         11,160
Advertising                                 1,442        1,460        1,601        3,354        1,550         25,782         24,440
Resident Retention                              0        1,161          110          188          990          5,499         11,889
Locator Fees                               13,070        5,850        1,150        4,965        3,489        101,049         69,719
Furniture Rental                                0            0            0            0            0              0              0
Other Expense                               3,028        2,752        2,470        1,864        2,833         37,372         35,858
Office Repair & Supplies                    1,005        2,612        2,141        1,603        1,650         20,923         20,750
                                       --------------------------------------------------------------------------------------------
TOTAL SALES & GENERAL                      27,697       20,526       13,362       19,117       16,177        286,800        231,416
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
DETAIL OPERATING STATEMENT                                                                                       FARB REALTY COMPANY
                                                                                              03:08 PM                      07/09/97
- -----------------------------------------------------------------------------------------------------------------------------------
NOB HILL SUMMARY (952)                                                                                        #UNITS           1,326
DECEMBER 31,1995                                                                                               SQ.FT.      1,188,002
- -----------------------------------------------------------------------------------------------------------------------------------
                                              Jan         Feb         Mar        Apr        May         Jun        Jul         Aug
                                             Actual      Actual      Actual     Actual     Actual      Actual     Actual      Actual
                                             ------      ------      ------     ------     ------      ------     ------      ------

<S>                                         <C>         <C>         <C>        <C>        <C>         <C>        <C>        <C>
Exterminating                                   994       1,694       1,533      1,585      1,433       1,573      1,591      2,903
Cleaning Supplies                               649         749         717        850        954         786        969      1,231
Repairs And Supplies                          2,476       2,555       2,638      1,592      1,239       2,822      2,216      2,098
Air Conditioner Maintenance                   8,221       6,660       6,448      9,606      8,742       7,809     10,170     10,423
Appliance Maintenance                           449         983         671        318        515         382        461        205
Building Maintenance                          7,619       7,050       9,037      8,114      5,633       4,695      5,331      6,110
Carpet Maintenance                            1,091       1,419       1,166      1,087        763       1,204      1,347      1,194
Window Treatments-Repairs                         0         314        (314)        38          0           0          0         14
Electrical Maintenance                        6,331       6,357       6,287      6,769      4,369       6,253      6,735      4,636
Painting Contract                             8,317       9,144      18,937      9,289      9,070      14,501      7,392     21,159
Site Maintenance                              1,224       1,666         260      1,300      1,700         642      1,752        345
Painting Material                               909        (472)        273        524         35         596        290        349
Pool Maintenance                                256         367         309        671        490         643      1,853        646
Plumbing Maintenance                          7,827      12,882      14,405     15,532     13,097      17,298     16,395      8,213
Roof And Gutter Maintenance                     812         889       1,227        826        708         989        614        276
Fire/Freeze/Flood - Minor                         0           0           0          0          0           0          0          0
Landscaping                                   8,172      11,782      12,363     12,934     18,790      18,706     12,886     20,463
                                        -------------------------------------------------------------------------------------------
TOTAL MAINTENANCE                            55,347      64,038      75,956     71,034     67,537      78,900     70,004     80,262

MANAGEMENT FEE                               30,032      30,242      30,343     30,716     31,205      31,161     31,632     31,593

TOTAL EXPENSES                              438,515     462,672     477,278    440,550    469,040     490,279    454,204    474,956

NET OPERATING INCOME                        312,276     293,376     281,284    327,373    311,088     288,739    336,559    314,876

Repl. Cost-Air Conditioner                      460       2,790           0      1,905     33,701      11,160      3,179      2,853
Repl. Cost-Appliances                         6,119       7,335       6,255      6,457      4,985       6,662      4,583      5,480
Repl. Cost-Bldgs-Other                            0           0         858          0          0           0          0        125
Repl. Cost-Buildings                              0       3,500           0          0      3,500           0      2,185          0
Repl. Cost-Carpet/Tile                       24,507      12,933      26,766     16,339     25,973      13,681     23,248     13,131
Repl. Cost-Mini-Blinds                          754         556       1,574        990      1,217         653        219      1,302
Repl. Cost-Electrical                             0           0           0          0          0       1,307      1,318      1,767
Repl. Cost-Painting                               0           0           0          0          0           0          0          0
Repl. Cost-Site                               1,750           0           0      2,250          0           0        850          0
Repl. Cost-Pools                                  0           0      14,745          0          0      11,709        865          0
Repl. Cost-Plumbing                             898           0           0          0      2,244           0          0          0
Repl. Cost-Roof/Gutter                        3,386           0           0          0        825           0      4,350          0
Fire/Freeze/Flood-Major                           0           0           0          0          0           0          0          0
Acquired Assets                                   0           0       1,413          0          0       1,674      3,334      4,268
                                        -------------------------------------------------------------------------------------------
TOTAL REPLACEMENT COSTS                      37,875      27,114      51,610     27,940     72,445      46,845     44,132     28,927

CASH FLOW (before
Debt Service)                               274,401     266,262     229,673    299,432    238,643     241,894    292,428    285,949

Mortgage Interest Payments                  272,088     249,109     276,601    268,417    274,163    268,001    277,691    277,012
Loan Draws From Gecc                        (33,146)    (69,244)    (76,131)         0    (60,527)   (30,052)         0    (17,111)
Renovation                                   21,666      16,258       5,410          0          0      8,555      8,555      8,555

                                        -------------------------------------------------------------------------------------------
NET CASH FLOW                                13,794      70,139      23,793     31,015     25,007     (4,610)     6,182     17,493
                                        -------------------------------------------------------------------------------------------

<CAPTION>
                                             Sep          Oct          Nov        Dec           Dec           Budget           Total
                                            Actual       Actual       Actual     Actual        Budget        + Actual         Budget
                                            ------       ------       ------     ------        ------        --------         ------

<S>                                        <C>          <C>          <C>         <C>          <C>           <C>            <C>
Exterminating                                1,553          895        1,454       1,393        1,446          18,601         19,761
Cleaning Supplies                              810          867          796         751          830          10,129         10,585
Repairs And Supplies                         3,247        2,692          965         579        1,608          25,118         19,996
Air Conditioner Maintenance                 12,131        6,613        8,997       3,714        6,875          99,533         73,650
Appliance Maintenance                          322          604        1,021         667          600           6,600          7,925
Building Maintenance                         4,502        6,087        4,487       4,027        3,615          72,692         46,730
Carpet Maintenance                           1,304        1,222          940         594        1,535          13,331         21,070
Window Treatments-Repairs                        0            7           29           0          500              87          6,775
Electrical Maintenance                       3,945        2,999        2,024       2,185        3,525          58,888         50,525
Painting Contract                           11,462       11,557       10,913       5,942        7,840         137,683        107,270
Site Maintenance                               756        1,704        1,557         226        2,100          13,134         32,750
Painting Material                              193           51          204         185          415           3,136          5,155
Pool Maintenance                               648          502        2,440         230          535           9,053          7,370
Plumbing Maintenance                         8,017        6,194        7,918      10,256        5,400         138,035         70,020
Roof And Gutter Maintenance                    990          110          220         400          625           8,059          8,300
Fire/Freeze/Flood - Minor                        0            0            0           0            0               0              0
Landscaping                                 14,155       14,591       10,104      11,894       12,464         166,840        177,407
                                        -------------------------------------------------------------------------------------------
TOTAL MAINTENANCE                           64,033       56,695       54,069      43,042       48,913         780,917        665,289

MANAGEMENT FEE                              32,051       31,608       31,412      31,118       31,623         373,113        373,538

TOTAL EXPENSES                             440,034      434,327      419,639     423,936      494,622       5,425,430      5,497,270

NET OPERATING INCOME                       361,243      355,872      365,647     353,663      295,954       3,901,995      3,841,134

Repl. Cost-Air Conditioner                  22,701        3,054       15,781       7,588            0         105,172         60,000
Repl. Cost-Appliances                        6,026        5,825        5,674       4,130        6,450          69,531         79,164
Repl. Cost-Bldgs-Other                           0            0            0           0            0             983              0
Repl. Cost-Buildings                             0         (280)         300       3,675            0          12,880         14,900
Repl. Cost-Carpet/Tile                      31,514       19,421       22,309       9,874       11,172         239,695        164,088
Repl. Cost-Mini-Blinds                         910          482          905         364            0           9,926              0
Repl. Cost-Electrical                        2,226        2,393          935         786            0          10,733              0
Repl. Cost-Painting                              0            0            0           0            0               0              0
Repl. Cost-Site                              1,200            0            0           0            0           6,050         28,975
Repl. Cost-Pools                                 0            0          931           0            0          28,250         26,479
Repl. Cost-Plumbing                              0          950          589         795          800           5,476         13,600
Repl. Cost-Roof/Gutter                           0            0            0         275            0           8,836         40,700
Fire/Freeze/Flood-Major                          0            0            0           0            0               0              0
Acquired Assets                                  0        5,278        3,085           0            0          19,052         l6,433
                                        -------------------------------------------------------------------------------------------
TOTAL REPLACEMENT COSTS                     64,577       37,122       50,509      27,486       18,422         516,583        444,339

CASH FLOW (before
Debt Service)                              296,665      318,750      315,138     326,177      277,532       3,385,411      3,396,795


Mortgage Interest Payments                 267,793      277,301      268,662     277,845      279,676       3,254,681      3,294,052
Loan Draws From Gecc                             0      (13,957)           0           0            0        (300,168)             0
Renovation                                   5,402            0            0           0            0          74,402              0

                                        -------------------------------------------------------------------------------------------
NET CASH FLOW                               23,471       55,406       46,476      48,331       (2,144)        356,496        102,743
                                        -------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
NOB HILL SUMMARY             (952)                                                                    UNITS            1326
DECEMBER 31, 1994                                                                                     SQ.FT.        1188002

                                       JAN       FEB        MAR        APR        MAY        JUN        JUL         AUG
DESCRIPTION                           ACTUAL    ACTUAL     ACTUAL     ACTUAL     ACTUAL     ACTUAL     ACTUAL      ACTUAL
- ---------------------------------     ------    ------     ------     ------     ------     ------     ------      ------

<S>                                 <C>         <C>        <C>        <C>       <C>        <C>        <C>         <C>
Gross Rental Income                  795,045    797,580    798,595    801,510    803,695    805,845    808,130    810,260
Model/Free Units                     (23,835)   (22,048)   (25,396)   (24,319)   (23,164)   (23,177)   (23,390)   (23,174)
Vacancy                              (35,104)   (43,847)   (44,337)   (49,086)   (59,097)   (64,870)   (64,126)   (62,302)
Misc. Income                          12,264      8,030     13,323     10,085      8,389      9,116     10,465     10,650
                                   ------------------------------------------------------------------------------------------------
TOTAL INCOME                         748,370    739,715    742,186    738,191    729,823    726,913    731,080    735,434

Payroll                               71,372     76,935     77,013    101,364     78,769    100,888     60,604     83,618
Taxes-Ad Valorem                      35,026    109,784     74,210     74,210     74,210     74,210     74,210     74,210
Insurance                             30,222     30,222     30,222     30,222     29,559     29,559     29,559     29,559
Utilities                            157,626    l6l,265    155,993    152,630    147,944    148,759    155,325    152,064
Sales & General                       13,742     18,043     15,221     15,374     15,606      4,865     15,386     17,505
Maintenance                           33,462     38,301     49,624     47,260     43,237     45,508     50,962     67,600
Replacement Costs                     30,595     30,638     32,113     38,220    167,320    134,362     61,447     80,806
Management Fee                        29,935     29,588     29,688     29,529     29,193     29,077     20,243     29,417
                                   ------------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES             401,980    494,776    464,084    488,809    585,837    567,228    476,637    534,780

NET OPERATING INCOME (LOSS)          346,390    244,939    278,102    249,382    143,986    159,685    254,443    200,654

Mortgage Interest Payments           273,047    244,390    272,642    262,644    271,292    263,103    271,792    272,197
Loan Draws From Gecc                 (43,260)         0          0    (85,129)         0   (140,761)  (188,041)         0
Renovation                                 0          0          0          0          0          0          0          0
Cash Flow Payment                    229,630          0          0          0          0          0          0          0
                                   ------------------------------------------------------------------------------------------------

NET CASH INCOME (LOSS)              (113,028)       549      5,460     71,867   (127,307)    37,343    170,691    (71,543)

<CAPTION>
                                      SEP         OCT          NOV         DEC        BUDGET         1994           YTD
DESCRIPTION                          ACTUAL      ACTUAL       ACTUAL      ACTUAL      ACTUAL         BUDGET        ACTUAL
- ---------------------------------    ------      ------       ------      ------      ------         ------        ------

<S>                                 <C>         <C>          <C>         <C>         <C>           <C>           <C>
Gross Rental Income                 812,039     814,009      813,791     813,639     9,674,137     9,508,400     9,674,137
Model/Free Units                    (23,003)    (23,489)     (23,810)    (25,490)     (284,295)     (288,252)     (284,295)
Vacancy                             (61,817)    (64,681)     (61,896)    (58,710)     (669,873)     (470,278)     (669,873)
Misc. Income                         13,848       9,471        6,566      12,888       125,096       100,540       125,096
                                   ------------------------------------------------------------------------------------------------
TOTAL INCOME                        741,067     735,309      734,650     742,327     8,845,065     8,850,410     8,845,O64

Payroll                              87,771      80,187       80,869     119,169     1,018,461       973,168     1,018,461
Taxes-Ad Valorem                     74,210      74,210       74,210      51,370       864,070       885,672       864,070
Insurance                            32,611      32,611       33,682      32,611       370,639       370,735       370,639
Utilities                           157,792     143,195      138,158     153,193     1,823,943     1,803,309     1,823,943
Sales & General                      19,482      12,396       17,002      12,208       176,829       218,500       176,829
Maintenance                          51,903      69,821       56,734      62,814       617,226       576,198       617,226
Replacement Costs                    42,464      34,092       33,146      31,244       716,447       262,482       716,448
Management Fee                       29,643      29,413       29,385      29,671       353,782       354,012       353,782
                                   ------------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES            495,876     475,924      463,185     492,280     5,941,397     5,444,076     5,941,397

NET OPERATING INCOME (LOSS)         245,191     259,384      271,465     250,047     2,903,668     3,406,334     2,903,667

Mortgage Interest Payments          265,288     273,614      265,784     275,984     3,211,779     3,279,066     3,211,779
Loan Draws From Gecc                (29,475)    (91,987)     (40,569)    (34,092)     (653,314)            0      (653,314)
Renovation                                0           0            0      21,666        21,666             0        21,666
Cash Flow Payment                         0           0            0           0       229,630             0       229,630
                                   ------------------------------------------------------------------------------------------------

NET CASH INCOME (LOSS)                9,377      77,757       46,250     (13,511)       93,907       127,268        93,906
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
NOB HILL SUMMARY             (952)                                                                   UNITS             1326
DECEMBER 31, 1994                                                                                    SQ.FT.         1188002

                                      JAN        FEB        MAR        APR        MAY        JUN        JUL        AUG
DESCRIPTION                          ACTUAL     ACTUAL     ACTUAL     ACTUAL     ACTUAL     ACTUAL     ACTUAL     ACTUAL
- --------------------------------     ------     ------     ------     ------     ------     ------     ------     ------
<S>                                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>

GROSS RENTAL INCOME                 795,045    797,580    798,505    801,510    803,695    805,845    808,130    810,260

Model Apartment Cost                 (4,265)    (4,265)    (4,265)    (4,245)    (4,245)    (4,245)    (4,245)    (4,319)
Manager Apt Cost                    (10,486)    (9,655)    (9,655)   (10,046)    (9,075)    (9,075)    (8,650)    (8,745)
Leasing Apt Cost                     (2,091)    (2,410)    (2,410)    (2,294)    (2,460)    (2,460)    (2,460)    (2,460)
Security Apt Cost                    (4,400)    (4,400)    (4,400)    (4,395)    (4,395)    (4,395)    (4,364)    (3,945)
Discounted Rent                        (215)      (110)    (1,118)      (680)      (330)      (343)    (1,012)    (1,047)
Gratuitous Rent                           0      1,170     (1,170)         0          0          0          0          0
Maintenance Apt Cost                 (2,378)    (2,378)    (2,378)    (2,659)    (2,659)    (2,659)    (2,659)    (2,659)

TOTAL MODEL/FREE UNITS              (23,835)   (22,048)   (25,396)   (24,319)   (23,164)   (23,177)   (23,390)   (23,174)

Vacancy                             (35,104)   (43,847)   (44,337)   (49,086)   (59,097)   (64,870)   (64,126)   (62,302)

TOTAL RENTAL INCOME                 736,106    731,685    728,862    728,105    721,434    717,797    720,614    724,784

Late/Nsf Charge                       1,045        680      1,330        750        680      1,141      1,079      1,360
Other Income                          2,490      1,740      3,724      1,990      1,901      1,693      3,343      2,235
Deposits Forfeited                    2,601      1,928      1,855      3,318      1,391      2,774      1,010      2,830
Laundry Commissions                   6,127      3,682      6,385      4,027      4,417      3,507      5,032      4,207
Vending Commissions                       0          0         29          0          0          0          0         18

TOTAL MISC INCOME                    12,264      8,030     13,323     10,085      8,389      9,116     10,465     10,650

TOTAL INCOME                        748,370    739,715    742,186    738,191    729,823    726,913    731,080    735,434

Manager Salary                        8,880      9,513     10,285     10,580      9,580     13,881     11,413      8,579
Leasing Salary                        5,232      6,000      4,900      4,900      4,900      6,202      4,855      4,191
Resident Manager Salary              10,244     11,122     11,230     12,536      8,222     12,326      8,715     12,758
Commissions And Bonuses               1,175      3,613      1,375      1,275      2,523      1,493      1,918      1,942
Maintenance Salary                   16,173     l6,552     16,890     27,503     21,917     25,054     17,329     20,017
Maid/Porter Salary                   11,802     11,732     11,888     17,334     11,740     16,066     12,251     13,270
Insurance - Benefits                 11,096     11,961     11,913     15,886     12,680     18,984     (2,279)    16,615
Taxes - Sales                             0          0          0          0          0          0          0          0
Taxes - Payroll                       6,770      6,442      8,532     11,350      7,208      7,883      6,303      6,245

TOTAL PAYROLL                        71,372     76,935     77,013    101,384     78,769    100,888     60,504     83,618

TAXES-OTHER                               0          0          0          0          0          0          0          0
TAXES-AD VALOREM                     35,026    109,784     74,210     74,210     74,210     74,210     74,210     74,210
HOMEOWNERS FEE                            0          0          0          0          0          0          0          0
INSURANCE-GL, FIRE & EC              30,222     30,222     30,222     30,222     29,559     29,559     29,559     29,559

Electrical - Apts                         0          0          0          0          0          0          0          0
Electrical - Buildings               72,568     68,944     74,672     73,478     76,745     85,590     91,017     89,831
Natural Gas Service                  39,208     45,306     38,628     28,945     24,376     12,661     10,977     11,053
Telephone Service                     1,100        646      2,051      1,134      1,211      1,172      1,520      1,759
Water Service                        41,790     43,509     38,454     46,371     42,909     48,734     49,109     46,719
Trash Removal                         2,960      2,960      2,188      2,702      2,702      2,702      2,702      2,702

TOTAL UTILITIES                     157,626    161,265    155,993    152,630    147,944    148,759    155,325    152,064

Security                                830        765       8116        727        712        174        258        277
Professional Fees                     2,950      2,616      4,049      6,115      2,453        689      1,053      1,317
Advertising                              64        112         49        373          0          0          0          0
Resident Retention                      651        567        572        602      1,075        215          0        851
Locator Fees                          3,247      4,427      3,132      1,580      4,270      1,425     12,315      7,880
Furniture Rental                          0          0          0          0          0          0          0          0
Other Expenses                        4,866      7,629      5,187      5,528      6,027      2,168        779      3,250
Office Repair & Supplies              1,133      1,927      1,416      1,448      1,068        203        981      3,930

TOTAL SALES & GENERAL                13,742     18,043     15,221     15,374     15,606      4,865     15,386     17,505

Exterminating                         1,387      1,501      1,554      1,752      1,551      1,546      1,748      1,436
Cleaning Supplies                       589        783        879        756        505        824        761        982
Repairs And Supplies                  1,139      2,540      1,998      1,521      1,109        942        686      2,012
Air Conditioner Maintenance           3,534      5,503      7,278      5,291      6,201      4,119      4,722      8,917
Appliance Maintenance                    57        505        348        857        612        669        225        860
Building Maintenance                    807      1,549      3,273      3,185      2,182      2,307      2,919     10,139
Carpet Maintenance                    1,694      1,541      1,233      1,279        661      1,672        986      2,903
Drapery Maintenance                      38          0          0          0          0          0          0        853

<CAPTION>
                                  SEP         OCT         NOV         DEC         BUDGET        1994           YTD
DESCRIPTION                      ACTUAL      ACTUAL      ACTUAL      ACTUAL       ACTUAL       BUDGET         ACTUAL
- ----------------------------     ------      ------      ------      ------       ------       ------         ------
<S>                             <C>         <C>         <C>         <C>         <C>           <C>           <C>

GROSS RENTAL INCOME             812,039     814,009     813,791     813,639     9,674,137     9,508,400     9,674,137

Model Apartment Cost             (4,940)     (4,965)     (5,035)     (5,418)      (54,452)      (49,512)      (54,452)
Manager Apt Cost                 (8,269)     (8,655)     (8,020)     (9,945)     (110,276)     (116,880)     (110,276)
Leasing Apt Cost                 (2,460)     (2,460)     (2,460)     (2,460)      (28,885)      (29,028)      (28,885)
Security Apt Cost                (4,365)     (4,355)     (4,422)     (3,715)      (51,550)      (52,440)      (51,550)
Discounted Rent                    (310)       (395)     (1,214)     (1,292)       (8,066)       (7,200)       (8,066)
Gratuitous Rent                       0           0           0           0             0             0             0
Maintenance Apt Cost             (2,659)     (2,659)     (2,659)     (2,659)      (31,066)      (33,192)      (31,066)

TOTAL MODEL/FREE UNITS          (23,003)    (23,489)    (23,810)    (25,490)     (284,295)     (288,252)     (284,295)

Vacancy                         (6l,817)    (64,681)    (61,896)    (58,710)     (669,873)     (470,278)     (669,873)

TOTAL RENTAL INCOME             727,218     725,838     728,085     729,439     8,719,969     8,749,870     8,719,968

Late/Nsf Charge                   1,830       1,450       1,580       1,101        14,027        12,495        14,027
Other Income                      3,400       2,831       2,940       2,794        31,082        14,920        31,082
Deposits Forfeited                4,387       4,46l       2,900       2,091        31,546        20,630        31,546
Laundry Commissions               4,212         729        (869)      6,902        48,361        62,495        48,361
Vending Commissions                  19           0          14           0            80             0            80

TOTAL MISC INCOME                13,848       9,471       6,566      12,888       125,096       100,540       125,096

TOTAL INCOME                    741,067     735,309     734,650     742,327     8,845,065     8,850,410     8,845,064

Manager Salary                    9,996      13,647      11,832      20,951       139,137       147,080       139,137
Leasing Salary                    4,689       4,523       4,523       8,178        62,093        57,600        62,093
Resident Manager Salary          11,453      10,342      10,590      17,789       137,327       117,800       137,327
Commissions And Bonuses           2,638       1,925       2,038           0        21,913        51,800        21,913
Maintenance Salary               18,553      17,692      19,345      28,312       245,338       212,364       245,338
Maid/Porter Salary               11,703      13,090      13,515      19,545       163,935       167,898       163,935
Insurance - Benefits             22,879      13,277      13,547      16,352       162,911       143,360       162,911
Taxes - Sales                         0           0           0           0             0             0             0
Taxes - Payroll                   5,860       5,692       5,480       8,041        85,807        75,266        85,807

TOTAL PAYROLL                    87,771      80,187      80,869     119,169     1,018,461       973,168     1,018,461

TAXES-OTHER                           0           0           0           0             0             0             0
TAXES-AD VALOREM                 74,210      74,210      74,210      51,370       864,070       885,672       864,070
HOMEOWNERS FEE                        0           0           0           0             0             0             0
INSURANCE-GL, FIRE & EC          32,611      32,611      33,682      32,611       370,639       370,735       370,639

Electrical - Apts                     0           0           0           0             0             0             0
Electrical - Buildings           94,176      82,893      75,919      77,900       963,731       968,647       963,731
Natural Gas Service              13,295      12,395      18,948      27,805       283,497       292,222       283,497
Telephone Service                 3,382         229       1,294       1,764        17,162        15,125        17,162
Water Service                    44,237      44,976      39,789      42,527       527,125       492,615       527,125
Trash Removal                     2,702       2,702       2,207       3,198        32,428        34,700        32,428

TOTAL UTILITIES                 157,792     143,195     138,158     153,193     1,823,943     1,803,309     1,823,943

Security                            253         377         146         208         5,544        10,920         5,544
Professional Fees                   594         509         689           0        22,134        26,400        22,134
Advertising                         518         309       1,793         939         4,156        10,315         4,156
Resident Retention                1,328           0         827         270         6,959         9,240         6,959
Locator Fees                     10,330       5,310      10,240       4,675        68,731        62,400        68,731
Furniture Rental                      0           0           0           0             0             0             0
Other Expenses                    3,179       4,658       1,947       2,231        47,439        84,100        47,439
Office Repair & Supplies          3,181       1,233       1,360       3,985        21,866        15,125        21,866

TOTAL SALES & GENERAL            19,482      12,396      17,002      12,208       176,829       218,500       176,829

Exterminating                     1,377       1,374          15       1,800        17,042        19,970        17,042
Cleaning Supplies                   630       1,590       1,033         660         9,971        12,520         9,971
Repairs And Supplies              1,843       2,209       2,241       1,756        19,996        19,225        19,996
Air Conditioner Maintenance       3,570       6,898       4,046       6,767        66,837        75,000        66,837
Appliance Maintenance               143       1,053         376         770         6,476         8,760         6,476
Building Maintenance              4,050       7,414       5,130       4,598        47,533        34,500        47,533
Carpet Maintenance                1,777       2,252       1,206       1,012        18,216        22,650        18,216
Drapery Maintenance                 319         894         648         322         3,073         3,875         3,073
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
NOB HILL SUMMARY        (952)                                                                         UNITS                  1326
DECEMBER 31, 1994                                                                                     SQ.FT.              1188002

                                           JAN       FEB       MAR        APR         MAY         JUN         JUL         AUG
DESCRIPTION                              ACTUAL    ACTUAL    ACTUAL     ACTUAL      ACTUAL      ACTUAL      ACTUAL      ACTUAL
- ------------------------------------     ------    ------    ------     ------      ------      ------      ------      ------

<S>                                    <C>        <C>       <C>        <C>         <C>         <C>         <C>         <C>
Electrical Maintenance                     922      1,282     3,267      4,137       3,275       2,621       2,788       7,794
Painting Contract                        7,513      7,164    12,261      9,086       6,547       8,912      13,070      10,457
Site Maintenance                         1,218        857     1,313      1,312         400         736       1,245         544
Painting Material                          101        236       414        147         378          80         135         277
Pool Maintenance                           185        467       223        8l6         792         373         485         592
Plumbing Maintenance                     3,547      4,267     5,562      7,005       8,841       9,155       4,433       5,019
Roof And Gutter Maintenance                817        172        87        201         204         467         480         154
Fire/Freeze/Flood - Minor                    0          0         0          0           0           0           0           0
Landscaping                              9,935      9,935     9,935      9,935       9,978      11,084      16,279      14,682

TOTAL MAINTENANCE                       33,462     38,301    49,624     47,200      43,237      45,508      50,962      67,600

TOTAL DIRECT EXPENSES                  341,450    434,550   402,282    421,060     389,325     403,789     385,947     424,557

Replacement Cost - Air Cond              3,947      1,355       336      4,153       2,090       1,073      22,156      46,825
Replacement Cost - Appliances            4,473      5,105     7,149      4,853       4,478       2,680       2,622       7,114
Replacement Cost - Other                   029      2,409     2,278      3,213       2,087       2,278         500           0
Replacement Cost - Buildings                 0          0         0          0           0           0           0         501
Replacement Cost - Carpet/Tile           8,347     13,885    11,579     10,003      13,561      13,280       5,843      21,552
Replacement Cost - Draperies               852        413       843        566         789         741         359          38
Replacement Cost - Electrical              125        992     2,096      1,348         735       2,264           0         271
Replacement Cost - Painting                  0          0         0          0           0           0           0           0
Replacement Cost - Site                      0      4,131     1,920     13,565     138,041     111,344      29,475       4,505
Replacement Cost - Pools                     0          0         0          0       l,980           0           0           0
Replacement Cost - Plumbing              3,673      2,348     2,152          0       2,810           0           0           0
Replacement Cost - Roof/Gutter           8,550          0         0          0           0           0           0           0
Fire/Freeze/Flood - Major                    0          0         0          0           0           0           0           0
Acquired Assets                              0          0     3,762        519         750         704         493           0

TOTAL REPLACEMENT COSTS                 30,595     30,638    32,113     38,220     167,320     134,362      61,447      80,806

Management Fee                          29,935     29,588    29,688     29,529      29,193      29,077      29,243      29,417

TOTAL OPERATING EXPENSES               401,980    494,776   464,084    488,809     585,837     587,228     476,637     534,780

NET OPERATING INCOME (LOSS)            346,390    244,939   278,102    249,382     143,986     159,685     254,443     200,654

Mortgage Interest Payments             273,047    244,390   272,642    262,644     271,292     263,103     271,792     272,197
Loan Draws From Gecc                   (43,26O)         0         0    (85,129)          0    (140,761)   (188,041)          0
Renovation                                   0          0         0          0           0           0           0           0
Cash Flow Payment                      229,63O          0         0          0           0           0           0           0

NET CASH INCOME (LOSS)                (113,028)       549     5,480     71,867    (127,307)     37,343     170,691     (71,543)

Vacancy Loss %                            4.42%      5.50%     5.55%      6.12%       7.35%       8.05%       7.94%       7.89%
Management Apts %                         3.00%      2.76%     3.18%      3.03%       2.88%       2.88%       2.89%       2.86%
Economic Occupancy %                     92.59%     91.74%    91.27%     90.84%      89.76%      89.07%      89.17%      89.45%
Direct Expenses %                        42.95%     54.48%    50.37%     52.53%      48.44%      50.11%      47.76%      52.40%
Management Fee %                          4.00%      4.00%     4.00%      4.00%       4.00%       4.00%       4.00%       4.00%
Replacement Cost %                        3.85%      3.84%     4.02%      4.77%      20.82%      l6.67%       7.60%       9.97%
Authorized Rates/Sq Ft                   0.687      0.687     0.687      0.687       0.687       0.687       0.687       0.687
Gross Rents/Sq Ft                        O.669      0.671     0.672      0.675       0.677       0.678       0.680       0.682
Eff Gross Income/Sq Ft                   0.630      0.623     0.625      0.621       0.014       0.612       O.615       0.619
Direct Expenses/Sq Ft                     3.45       4.39      4.00       4.25        3.93        4.08        3.90        4.29
Average Rent/Unit                          600        601       602        604         606         608         609         611

<CAPTION>
                                                   SEP         OCT         NOV         DEC         BUDGET        1994         YTD
                                                 ACTUAL      ACTUAL      ACTUAL      ACTUAL        ACTUAL       BUDGET       ACTUAL

<S>                                             <C>         <C>         <C>         <C>         <C>          <C>          <C>    <C>
Electrical Maintenance                            4,850      10,580       5,602       5,650        52,768       30,275       52,768
Painting Contract                                11,284      11,041      11,139       8,871       117,344       95,400      117,344
Site Maintenance                                  1,798       1,974       2,432         496        14,326       18,620       14,326
Painting Material                                   312         235         198         116         2,629        7,500        2,629
Pool Maintenance                                    733       1,420         193         222         6,501        5,440        6,501
Plumbing Maintenance                              6,796       7,614       8,508      10,167        80,913       68,700       80,913
Roof And Gutter Maintenance                         229         659         753       1,923         6,145       10,950        6,145
Fire/Freeze/Flood - Minor                             0           0           0           0             0            0            0
Landscaping                                      12,192      12,613      13,212      17,695       147,456      142,813      147,456

TOTAL MAINTENANCE                                51,903      69,821      56,734      62,814       617,226      576,198      617,226

TOTAL DIRECT EXPENSES                           423,769     412,419     400,654     431,365     4,871,168    4,827,582    4,87l,l67

Replacement Cost - Air Cond                       6,118       8,947      10,472       1,856       109,326            0      109,326
Replacement Cost - Appliances                     7,544       4,486       3,082       6,026        59,611       93,869       59,611
Replacement Cost - Other                          2,015       2,450           0         185        18,044       15,680       18,044
Replacement Cost - Buildings                       (501)          0           0           0             0            0            0
Replacement Cost - Carpet/Tile                   20,642      16,721      15,129      22,948       173,489      151,386      173,489
Replacement Cost - Draperies                          0           0         281         230         5,110        1,547        5,110
Replacement Cost - Electrical                       650           0       1,151           0         9,631            0        9,631
Replacement Cost - Painting                           0           0           0           0             0            0            0
Replacement Cost - Site                           3,275           0         712           0       306,967            0      306,967
Replacement Cost - Pools                              0           0       1,680           0         3,660            0        3,660
Replacement Cost - Plumbing                       2,721       1,489           0           0        15,192            0       15,192
Replacement Cost - Roof/Gutter                        0           0         640           0         9,190            0        9,190
Fire/Freeze/Flood - Major                             0           0           0           0             0            0            0
Acquired Assets                                       0           0           0           0         6,227            0        6,227

TOTAL REPLACEMENT COSTS                          42,464      34,092      33,146      31,244       716,447      262,482      716,448

Management Fee                                   29,643      29,413      29,385      29,671       353,782      354,012      353,782

TOTAL OPERATING EXPENSES                        495,876     475,924     463,185     492,280     5,941,397    5,444,076    5,941,397

NET OPERATING INCOME (LOSS)                     245,191     259,384     271,465     250,047     2,903,668    3,406,334    2,903,667

Mortgage Interest Payments                      265,288     273,6l4     265,784     275,984     3,211,779    3,279,066    3,211,779
Loan Draws From Gecc                            (29,475)    (91,987)    (40,569)    (34,092)     (653,314)           0     (653,314)
Renovation                                            0           0           0      21,666        21,666            0       21,666
Cash Flow Payment                                     0           0           0           0       229,630            0      229,630

NET CASH INCOME (LOSS)                            9,377      77,757      46,250     (13,511)       93,907      127,268       93,906

Vacancy Loss %                                     7.61%       7.95%       7.6l%       7.22%         6.92%        4.95%        0.92%
Management Apts %                                  2.93%       2.89%       2.93%       3.13%         2.94%        3.03%        2.94%
Economic Occupancy %                              90.55%      89.17%      89.47%      89.65%        90.14%       92.02%       90.14%
Direct Expenses %                                 62.19%      6O.67%      49.23%      53.02%        50.35%       50.77%       50.35%
Management Fee %                                   4.00%       4.00%       4.00%       4.00%         4.00%        4.00%        4.00%
Replacement Cost %                                 5.23%       4.19%       4.07%       3.84%         7.41%        2.76%        7.41%
Authorized Rates/Sq Ft                            0.687       0.696       O.696       0.695
Gross Rents/Sq Ft                                 O.684       0.685       O.685       0.686         O.679        0.667        0.679
Eff Gross Income/Sq Ft                            0.624       0.619       0.618       o.625         O.62O        0.621        0.620
Direct Expenses/Sq Ft                              4.28        4.17        4.05        4.36          4.10         4.O6         4.10
Average Rent/Unit                                   612         614         614         614           608          598          608
</TABLE>
<PAGE>

                               QUALIFICATIONS OF
                               ROSS P. WELSHIMER
EXPERIENCE

11/90 - Present   Patrick O'Connor & Associates, Inc.
                  Associate Appraiser

10/88 - 11/90     Harris County Appraisal District
                  Residential Field Appraiser

11/86 -11/88      Downers Grove Township Appraisal Office
                  Assistant Chief Deputy Appraiser

10/85 - 11/86     Market Facts, Inc.
                  Product Testing Study Director

EDUCATION

Illinois State University, Normal, IL (1981 - 1985) Bachelor of Science degree.
Marketing major. Business Administration minor.

Attended and successfully completed the following courses sponsored by:

The International Association of Assessing Officers (1987): Basic Appraisal
Practices, Cost Approach to Value, Market Approach to Value, Income Approach to
Value.

Illinois Department of Revenue (1987): Introduction to Residential and Rural
Property Appraisal, Introduction to Commercial and Industrial Property
Appraisal.

The Marshall and Swift Valuation Service (1987): Calculator Cost Method,
Segregated Cost Method.

Texas State Property Tax Board (1989 - 1990): Texas Property Tax System,
Introduction to Appraisal, Cost Approach to Value, Market Approach to Value,
Income Approach to Value, Appraisal of Personal Property, Property Tax Law,
Mass Appraisal Concepts.

The Appraisal Institute (1993 - Present): Standards of
Professional Appraisal Practice, Part A & B (Course 410 & 420)

PROFESSIONAL AFFILIATIONS

Candidate Member of the Appraisal Institute (1993 - Present)
State Certified General Real Estate Appraiser TX-1324328-G (1992 - Present)
Candidate RPA Designation (through Texas SPTB) (inactive) (1989 - 1990)
Certified Illinois Assessing Officer (Inactive) (1987 - 1988)
<PAGE>

                               THE STATE OF TEXAS
                      [Graphic: seal of the State of Texas]

               TEXAS APPRAISER LICENSING AND CERTIFICATION BOARD

                                BE IT KNOWN THAT

                                ROSS P WELSHIMER

    HAVING PROVIDED SATISFACTORY EVIDENCE OF THE QUALIFICATIONS REQUIRED BY
             THE TEXAS APPRAISER LICENSING AND CERTIFICATION ACT,
                ARTICLE 6573a.2, VERNON'S TEXAS CIVIL STATUTES,
                         IS AUTHORIZED TO USE THE TITLE

                                STATE CERTIFIED
                         GENERAL REAL ESTATE APPRAISER

                              Number: TX-1324328-G

                        Date of Issue: December 30, 1996

                     Date of Expiration: December 31. 1998
                                                              In Witness Thereof

{Stamp/seal of Texas Appraiser
Licensing and Certification Board]

                                                      /s/ A.E. Nelson, Jr.
                                                   -----------------------------
                                                         A.E. Nelson, Jr., Chair

                                                      /s/ Renil C. Liner
                                                   ----------------------------
                                                    Renil C. Liner, Commissioner

A. E. Nelson Jr., Chair
  Leonel Garza, Jr.
Jacqueline G. Humphrey
                                Benjamin E. Barnett, Vice-Chair
                                         David Gloier
                                        Maria F. Teran
                                                      Debra S. Runyan, Secretary
                                                                  Vidal Gonzalez
                                                                  Cecil Wimberly
<PAGE>

                               QUALIFICATIONS OF
                          W.F. ("BUDDY") TROTTER, JR.

EXPERIENCE:

9/93 - Present      Patrick O'Connor & Associates, Inc.

7/90- 9/93          Fox & Bubela, Inc., Houston, Texas
                    Commercial Real Estate Appraiser

                    Inspections, research and report preparation for all types
                    of commercial properties, including condemnation appraisal
                    for the Texas Highway Department. Major clients included
                    RTC, F.D.I.C., Texas Commerce Bank, Nations Bank, Wells
                    Fargo Bank, private individuals and lawyers.

4/86-7/90           Hill-Thompson, Inc., Houston, Texas Commercial
                    Real Estate Appraiser

                    Inspections, research and report preparation for all types
                    of commercial properties, including farms and ranches, and
                    airports. Major clients included F.D.I.C., First Interstate
                    Bank and First City Bank.

10/83 -4/86         Austin County Appraisal District, Bellville, Texas
                    Manager of Appraisal

5/71 - 10/83        Private business (retail)

EDUCATION

Rice University -   Bachelor of Arts in History, 1971. Major coursework in pre
                    law.

Attended and successfully completed the following courses: Appraisal Institute
Course 1-A-1, University of Houston; American Society of Farm Managers and Rural
Appraisers: A-12, Standards and Ethics, Houston, Texas; Blinn College: Appraisal
and Advanced Appraisal, Real Estate Law, Real Estate Marketing; Texas
Association of Assessing Officers: Various Property Tax Courses.

Have attended various seminars, including RTC seminar on Affordable Housing
(1991).

PROFESSIONAL AFFILIATIONS

State Certified General Real Estate Appraiser, Texas TX-1322606-G
Real Estate Broker's License, State of Texas #0361814
Chairman, Austin County Appraisal Review Board 1990
<PAGE>

================================================================================

                               THE STATE OF TEXAS
                      [Graphic: seal of the State of Texas]

               TEXAS APPRAISER LICENSING AND CERTIFICATION BOARD

                                BE IT KNOWN THAT

                            WILBURN FLACK TROTTER JR

    HAVING PROVIDED SATISFACTORY EVIDENCE OF THE QUALIFICATIONS REQUIRED BY
             THE TEXAS APPRAISER LICENSING AND CERTIFICATION ACT,
                ARTICLE 6573a.2, VERNON'S TEXAS CIVIL STATUTES,
                         IS AUTHORIZED TO USE THE TITLE

                                STATE CERTIFIED
                         GENERAL REAL ESTATE APPRAISER

                              Number: TX-1322606-G

                        Date of Issue: February 22, 1996

                     Date of Expiration: February 28, 1998
                                                              In Witness Thereof

{Stamp/seal of Texas Appraiser
Licensing and Certification Board]

                                                      /s/ A.E. Nelson, Jr.
                                                   -----------------------------
                                                         A.E. Nelson, Jr., Chair

                                                      /s/ Renil C. Liner
                                                   ----------------------------
                                                    Renil C. Liner, Commissioner

A. E. Nelson Jr., Chair
  Benjamin E. Barnett
     Vidal Gonzalez
                           Hayden Woodard, Vice-Chair
                                Leonel Garza, Jr.
                                 Debra S. Runyan
                                                    Maria F. Teran, Secretary
                                                           David Gloier
                                                          Cecil Wimberly

================================================================================
<PAGE>

                            Patrick C. O'Connor, MAI

Patrick C. O'Connor is president of Patrick O'Connor & Associates, Inc., a real
estate appraisal, property tax reduction, real estate publishing and consulting
firm located in Houston, Texas.

Since 1983, Mr. O'Connor has been actively involved in client consultation,
appraisal of commercial real estate properties, property tax reduction, and real
estate brokerage primarily in the Houston metropolitan area. Types of properties
appraised include apartments, retail centers, convenience stores, gas stations,
office, office warehouse, bulk warehouse, service centers, land, car washes,
bowling alley, mortuary, subdivisions, single-family, duplexes, churches, club
houses, hotels, motels, mobile homes, restaurants, flea market, automobile
service facilities, schools and veterinarian clinics.

Since 1985, Mr. O'Connor has been active in publishing analyses and data
regarding the Houston real estate market. Over 800 customers and the media rely
on O'Connor & Associates' 14 reports as a source of timely, accurate
information. Mr. O'Connor has been interviewed on CNN and quoted in the Wall
Street Journal, New York Times, USA Today, National Real Estate Investor,
Houston Chronicle, Houston Post and Houston Business Journal.

                              Academic Background

Bachelor of Science in Industrial Engineering, University of Houston, May 1981.
Master of Business Administration, Harvard Business School, May 1983.

Real Estate courses include:

      Principles of Real Estate I
      Principles of Real Estate II
      Principles of Real Estate III
      Real Property Asset Management
      Real Estate Law
      Appraisal Standards of Practice and Ethics
      Keeping Current with Texas Real Estate
      Principles of Property Tax Consulting
      Intangibles:      Defining & Measuring the
                        Impact on Property Taxes
      Comprehensive Exam Review Class

Professional Affiliations Appraisal Institute courses/credits include:

      110 Appraisal Principles
      120 Appraisal Procedures
      310 Basic Income Capitalization
      320 General Applications
      410 Standards of Prof. Appraisal Practice, Part A
      420 Standards of Prof. Appraisal Practice, Part B
      510 Advanced Income Capitalization
      520 Highest and Best Use and Market Analysis
      530 Advanced Sales Comp. and Cost Approaches
      540 Report Writing and Valuation Analysis
      550 Advanced Applications

                           Professional Affiliations

MAI Member (No. 11,008) of the Appraisal Institute
Texas Real Estate Broker's License, 1985
State Certified Appraiser: (State of Texas) TX-1321378-G
                           (State of Louisiana) No. 1796
                           (State of Tennessee) I.D. No. 00051369
Registered Senior Property Tax Consultant (State of Texas)
<PAGE>

================================================================================
================================================================================
                             MEMBERSHIP CERTIFICATE

                               This Certifics That

                            Patrick Cornell O'Connor

                      has bccn admitted to membership as an
                                   MAI Member
                        in the Appraisal Institute and is
             entitled to all the rights and privileges of membership
       subject only to the limiting conditions set forth from time to time
                in the Bylaws and Regulations of the Appraisal Institute.

   In Witness Whereof, the Board of Directors of the Appraisal Institute has
authorized this certificate to be signed in its behalf by the President, and the
 Corporate Seal to be hereunto affixed on this 4th day of June, 1996

                                 /s/ [Illegible]
                      -------------------------------------
                                   President

          THIS CERTIFICATE IS THE PROPERTY OF THE APPRAISAL INSTITUTE
      AND MUST BE RETURNED TO THE SECRETARY UPON TERMINATION OF MEMBERSHIP

[APPRAISAL INSTITUTE
CORPORATE SEAL]

                                   APPRAISAL
                                   INSTITUTE

================================================================================
================================================================================
<PAGE>

                               THE STATE OF TEXAS
                      [Graphic: seal of the State of Texas]

               TEXAS APPRAISER LICENSING AND CERTIFICATION BOARD

                                BE IT KNOWN THAT

                                PATRICK C OCONNOR

    HAVING PROVIDED SATISFACTORY EVIDENCE OF THE QUALIFICATIONS REQUIRED BY
             THE TEXAS APPRAISER LICENSING AND CERTIFICATION ACT,
                ARTICLE 6573a.2, VERNON'S TEXAS CIVIL STATUTES,
                         IS AUTHORIZED TO USE THE TITLE

                                STATE CERTIFIED
                         GENERAL REAL ESTATE APPRAISER

                              Number: TX-1321378-G

                          Date of Issue: June 12, 1997

                        Date of Expiration: June 30, 1999

                                                              In Witness Thereof

[Stamp/seal of Texas Appraiser
Licensing and Certification Board]

                                                 /s/ Benjamin E. Barnett
                                                  ------------------------------
                                                     Benjamin E. Barnett, Chair

                                                 /s/ Renil C. Liner
                                                  -----------------------------
                                                    Renil C. Liner, Commissioner

Benjamin E. Barnett, Chair
  Leonel Garza, Jr.
A.E. (Butch) Nelson, Jr.
                           Debra S. Runyan, Vice-Chair
                                  David Gloier
                                               Jacqueline G. Humphrey, Secretary
                                                        Vidal Gonzalez
                                                        Maria F. Teran

================================================================================
================================================================================


                              ARTHUR ANDERSEN LLP



                         Appraisal & Valuation Services

                             MARINA PLAYA APARTMENTS
                             SANTA CLARA, CALIFORNIA






                             Prepared For

                             American Apartment Communities




                             DECEMBER 1,1996




                             Prepared By

                             ARTHUR ANDERSEN LLP

                             Valuation Services Group
<PAGE>

                         [LETTERHEAD OF ARTHUR ANDERSEN]


December 1, 1996


Mr. Kevin Kaz
American Apartment Communities
615 Front Street
San Francisco, CA 94111

Re:   Marina Playa Apartments
      Santa Clara, California

Dear Mr. Kaz:

As you requested, we have inspected and appraised the above referenced property.
A description of the property appraised, together with explanations of the
appraisal procedures used, are presented in the body of the report.

The purpose of this appraisal is to estimate the market value of the leasehold
interest in the real estate, subject to the definition of market value, the
general assumptions and limiting conditions, and the certification as set forth
in this appraisal report. The intended use of the appraisal is for financing
purposes for American Apartment Communities and may not be disclosed to a third
party.

This appraisal has been prepared in accordance with the Code of Professional
Ethics and Standards of Professional Practice set forth by the Appraisal
Institute and the Uniform Standards of Professional Appraisal Practice (USPAP)
adopted by the Appraisal Foundation. This report may not be included or referred
to in any Securities and Exchange Commission filing or other public document.

Based upon the data and conclusions presented in the attached report, it is our
opinion that the leasehold market value of the subject, as of December 1, 1996,
was:

                   --TWENTY MILLION FORTY THOUSAND DOLLARS --
                                 ($20,040,000)

We appreciate the opportunity to work with you on this assignment. Please call
Brian E. Ginsberg at (212) 708-8197 if you have any questions or if we can be of
further assistance.

Very truly you

/s/ Arthur Andersen LLP
<PAGE>

                               TABLE OF CONTENTS

                                                                            Page

LETTER OF TRANSMITTAL .........................................................i
SUMMARY OF CRITICAL FACTS AND CONCLUSIONS ...................................iii
INTRODUCTION ..................................................................v
SCOPE OF THE APPRAISAL .......................................................vi
ASSUMPTIONS AND LIMITING CONDITIONS .........................................vii
CERTIFICATION ................................................................ix

SECTION A: SUBJECT PROPERTY IDENTIFICATION
    Subject Property Identification and Ownership History .....................1
    Purpose and Function of the Valuation .....................................2
    Property Rights Appraised .................................................3
    Effective Date of the Valuation ...........................................3

SECTION B: ANALYSIS OF THE SUBJECT PROPERTY
    Description and Analysis of the Subject Property ..........................4
    Improvements ..............................................................6
    Real Estate Taxes .........................................................9
    Zoning ...................................................................11

SECTION C: MARKET CONDITIONS
    General Conditions .......................................................12
    Neighborhood Analysis ....................................................23
    Apartment Market Overview ................................................26
    Highest and Best Use Analysis ............................................32

SECTION D: THE APPRAISAL PROCESS .............................................37

SECTION E: THE SALES COMPARISON APPROACH
    Sales Comparison Approach ................................................39
    NOI Per Unit Analysis ....................................................50
    Conclusion by the Sales Comparison Approach ..............................51

SECTION F: INCOME APPROACH
    Income Capitalization Approach ...........................................52
    Property Income Analysis .................................................53
    Operating Expense Analysis ...............................................63
    Direct Capitalization Analysis ...........................................68
    Conclusion by the Income Approach ........................................71

SECTION G: RECONCILIATION OF VALUE ESTIMATES .................................72

ADDENDA
    Property Photographs ...................................................A-73
<PAGE>

                    SUMMARY OF CRITICAL FACTS AND CONCLUSIONS

THE SUBJECT PROPERTY

Property Name:                             Marina Playa Apartments

Property Location:                         3500 Granada Avenue
                                           Santa Clara, CA 95051

Property Type:                             Garden apartment complex

Current Owner of Record:                   American Apartment Communities, Inc.

Land:
     Acres:                                10.0 Acres
     Square Feet:                          435,600 Square Feet
     Zoning:                               PD, Planned Development/Combined 
                                           Zoning

Building Area:
     Net Rentable Area (NRA):              230,804 Square Feet

Number of Units:                           272

Number of Stories:                         2

Parking:

     Number of Spaces:                     211 Uncovered spaces
                                           227 Covered spaces
                                           ---               
                                           438 Parking spaces

     Ratio:                                1.61 spaces per unit

Year Built:                                1971

Property Condition and Appeal:             The subject is in good condition and
                                           is similar in physical appearance,
                                           project and unit features, and curb
                                           appeal to its competitive set.

Highest and Best Use:                    
     Land as Though Vacant:                Multifamily development
     Property as Improved:                 Multifamily development


                                      -iii-
<PAGE>

Interest Appraised:                        Leasehold

Ground Lease Term:                         50 years
                                           Dec. 1969-Dec. 2019

VALUE INDICATIONS                          TOTAL             PER UNIT
                                           -----             --------

     Cost Approach                         N/A               N/A
     Sales Comparison Approach             $20,130,000       $74,000
     Income Approach                       $20,040,000       $73,676

Final Estimate of Market Value (12/1/96):  $20,040,000 $73,676

Effective Date of Valuation:               December 1, 1996

Date of Inspection:                        November 4, 1996

Marketing Period:                          9-12 months

Exposure Period:                           9-12 months


                                      -iv-
<PAGE>

                                  INTRODUCTION

      This report was prepared for American Apartment Communities for the
purpose of rendering an opinion of the market value of this property. This
appraisal report describes and analyzes the prospective values of the leasehold
interest in a 272-unit garden apartment complex. The improvements, which were
constructed in 1971, contain a net rentable area of approximately 230,804 square
feet. The improvements were found to be in generally good condition. The
underlying land area is 10.0 acres or 435,600 square feet. As of date of the
inspection, unit occupancy was approximately 99.3 percent. The estimated values
are prospective, as they are a future date from the date of property inspection
and transmittal of the report.

      This appraisal has been prepared in compliance with the Appraisal
Standards Board requirements and is a self contained appraisal report. The
report contains all information significant to the solution of the appraisal
problem and reports all significant data in comprehensive fashion.


                                      -v-
<PAGE>

                             SCOPE OF THE APPRAISAL

      As part of this assignment, the appraisers made a number of independent
investigations and analyses. In conducting our investigation, various
governmental planning agencies were contacted for demographic data, land
policies and trends, and growth estimates. Neighborhood data were supplemented
by physical inspection of the defined area. Information regarding local
ordinances, utilities, and other limitations on site utilization was obtained
from the client and through the appropriate agencies. Both the site and the
surrounding area was inspected to determine suitability for multifamily use. In
addition, the local apartment market was analyzed for past trends and current
data. Estimated income and occupancy levels, expenses, and income structures are
based upon this market evidence.

      A diligent search for comparable data was conducted, and comparable
information was obtained from both public and private sources. In the case of
comparable sales and occupancy data, attempts were made to contact the buyers or
sellers or other knowledgeable third parties to verify that the transactions
were at arm's length, cash equivalent, and market reflective. The considered
information was within the property's market area and was analyzed and adjusted
where necessary for use in estimating separate value indications by the cost,
sales comparison and income approaches. The income approach was deemed to be the
most appropriate method to value the subject.


                                      -vi-
<PAGE>

                       ASSUMPTIONS AND LIMITING CONDITIONS

      This appraisal report has been made with the following general assumptions
and limiting conditions.

      1.    No investigation has been made of, and no responsibility is assumed
            for, the legal description of the property being valued or legal
            matters, including title or encumbrances. Title to the property is
            assumed to be good and marketable unless otherwise stated. The
            property is assumed to be free and clear of any liens, easements or
            encumbrances unless otherwise stated.

      2.    Information furnished by others, upon which all or portions of this
            appraisal is based, is believed to be reliable, but has not been
            verified in all cases. No warranty is given as to the accuracy of
            such information.

      3.    This report has been made only for the purpose stated and shall not
            be used for any other purpose. Neither this report nor any portions
            thereof (including, without limitation, any conclusions, the
            identity of Arthur Andersen or any individuals signing or associated
            with this report, or the professional associations or organizations
            with which they are affiliated) shall be disseminated to third
            parties by any means without the prior written consent and approval
            of Arthur Andersen.

      4.    Subject to the provision of the "Fees" paragraph of the engagement
            letter to which this Statement is annexed, neither Arthur Andersen
            nor any individual signing or associated with this report shall be
            required by reason of this report to give further consultation,
            provide testimony, or appear in court or other legal proceedings
            unless specific arrangements therefore have been made.

      5.    This appraisal study has been made in conformance with the
            methodology outlined in the Uniform Standards of Professional
            Appraisal Practice of The Appraisal Foundation. As per your request,
            our study conclusions are present in report form.

      6.    No responsibility is taken for changes in market conditions and no
            obligation is assumed to revise this report to reflect events or
            conditions which occur subsequent to the appraisal date hereof

      7.    It is assumed that all required licenses, certificates of occupancy,
            consents, or other legislative or administrative authority from any
            local, state, or national government or private entity or
            organization have been or can readily be obtained or renewed for any
            use on which the value estimates contained in this report are based.

      8.    Full compliance with all applicable federal, state and local zoning,
            use, occupancy, environmental and similar laws and regulations is
            assumed, unless otherwise stated.

      9.    Responsible ownership and competent property management are assumed.


                                      -vii-
<PAGE>

      10.   Areas and dimensions of the property were obtained from sources
            believed to be reliable. Maps or sketches, if included in this
            report, are only to assist the reader in visualizing the property
            and no responsibility is assumed for their accuracy. No independent
            surveys were conducted.

      11.   It is assumed that there are no hidden or unapparent conditions of
            the property, subsoil, or structures that render it more or less
            valuable. No responsibility is assumed for such conditions or for
            arranging engineering studies that may be required to discover them.

      12.   No soil analysis or geological studies were ordered or made in
            conjunction with this report, nor was an investigation made of any
            water, oil, gas, coal, or other subsurface mineral and use rights or
            conditions.

      13.   We have not been engaged nor are we qualified to detect the
            existence of hazardous material which may or may not be present on
            or near the properties. The presence of potentially hazardous
            substances such as asbestos, urea-formaldehyde foam insulation,
            industrial wastes, etc. may affect the value of the properties. The
            value estimates herein are predicated on the assumption that there
            is no such material on, in, or near the property that would cause a
            loss in value. No responsibility is assumed for any such conditions
            or for any expertise or engineering knowledge required to discover
            them. The client should retain an expert in this field if further
            information is desired.

      14.   Arthur Andersen's maximum liability relating to services rendered
            under this letter (regardless of form of action, whether in
            contract, negligence or otherwise), shall be limited to the fees
            paid to Arthur Andersen for its services under this agreement. In no
            event shall Arthur Andersen be liable for consequential, special,
            incidental, or punitive loss, damage or expense (including without
            limitation, lost profits, opportunity costs, etc.) even if it has
            been advised of their possible existence.

      15.   American Apartment Communities shall indemnify and hold harmless
            Arthur Andersen and its personnel from and against any claims,
            liabilities, costs and expenses (including, without limitation,
            attorney's fees and the time of Arthur Andersen personnel involved
            but excluding consequential, special incidental or punitive damages)
            brought against, paid or incurred by Arthur Andersen at any time and
            in any way arising Out of a breach by American Apartment Communities
            of its obligations under this agreement

      16.   This report may not be included or referred to in any Securities and
            Exchange Commission filing or other public document.


                                     -viii-
<PAGE>

                                  CERTIFICATION

           WE CERTIFY THAT, TO THE BEST OF OUR KNOWLEDGE AND BELIEF...

- --    the statements of fact contained in this report are true and correct

- --    the reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions and are our personal,
      unbiased professional analyses, opinions, and conclusions:

- --    we have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved:

- --    our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of a subsequent event:

- --    our analyses, opinions, and conclusions were developed, and this report
      has been prepared, in conformity with the requirements of the Code of
      Professional Ethics and the Supplemental Standards of Professional
      Practice of The Appraisal Institute and the Uniform Standards of
      Professional Appraisal Practice of The Appraisal Foundation:

- --    the use of this report is subject to the requirements of The Appraisal
      Institute relating to review by its duly authorized representatives:

- --    as of the date of this report, Brian E. Ginsberg, MAI, has completed the
      requirements of the continuing education program of The Appraisal
      Institute:

- --    James Sullivan made a personal inspection of the property that is the
      subject of this report on November 4, 1996.

- --    James Sullivan provided significant professional assistance to the person
      signing this report:

- --    neither all nor any part of the contents of this report (especially any
      conclusions as to value, the identity of the appraiser. The Appraisal
      Institute or the MAI or SRA designations) shall be disseminated to the
      public through advertising media, public relations media, news media,
      sales media, or any other public means of communication without the prior
      written consent and approval of the undersigned: and

- --    this appraisal assignment was not based on a requested minimum valuation,
      a specific valuation, or the approval of a loan.

                                      

                                      /s/ Brian E. Ginsberg, MAI
                                      ---------------------------------
                                      Brian E. Ginsberg


                                      -ix-
<PAGE>

                       A.1 SUBJECT PROPERTY IDENTIFICATION

SUBJECT PROPERTY IDENTIFICATION AND OWNERSHIP HISTORY

Property Address:                         Marina Playa Apartments
                                          3500 Granada Avenue
                                          Santa Clara, CA 9505 1

Tax Map Reference:                        290-58-019-00

Current Owner of Record:                  American Apartment Communities, Inc.

Owner's Address:                          615 Front Street
                                          San Francisco, CA 94111

Acquisition History:                      Date:  October 1, 1996
                                          Price: $20,600,000
                                          Transferred from: Madison Companies


                                     -1-
<PAGE>

              A.2  PURPOSE AND FUNCTION OF THE VALUATION

      The purpose of this report is to estimate the market value of the
leasehold interest in the subject property. The function of this appraisal is to
assist American Apartment Communities in analyzing the property for financing
purposes.

      As used herein, market value is defined as:

            The most probable price which a property should bring in a
            competitive and open market under all conditions requisite to a fair
            sale, the buyer and seller, each acting prudently, knowledgeable,
            and assuming the price is not affected by undue stimulus. Implicit
            in this definition is the consummation of a sale as of a specified
            date and the passing of title from seller to buyer under conditions
            whereby:

            a.    buyer and seller are typically motivated;

            b.    both parties are well informed or well advised, and each
                  acting in what he considers his own best interest;

            c.    a reasonable time is allowed for exposure in the open market;

            d.    payment is made in terms of cash in U.S. dollars or in terms
                  of financial arrangements comparable thereto; and

            e.    the price represents the normal consideration for the property
                  sold unaffected by special or creative financing or sales
                  concessions granted by anyone associated with the sale.(1)


- ----------
(1)   The Appraisal of Real Estate, Tenth Edition, 1992.


                                       -2-
<PAGE>

                          A.3 PROPERTY RIGHTS APPRAISED

      This appraisal values the leasehold estate of the subject property.
Leasehold Estate is defined in The Language of Real Estate Appraisal Second
Edition, page 106, as "an ownership interest in real estate held by a tenant
during the term of a lease."

                       A.4 EFFECTIVE DATE OF THE VALUATION

      The effective date of value is December 1, 1996. The date of our physical
inspection of the subject property was November 4, 1996.


                                       -3-
<PAGE>

                      B.1 ANALYSIS OF THE SUBJECT PROPERTY

LOCATION:

      The subject is located on the east side of Lawrence Expressway, just south
      of its intersection with El Camino Real in the city of Santa Clara, a
      community located in northwest Santa Clara County within the San Jose
      PMSA. The property benefits from a suburban location in a predominantly
      residential neighborhood, within close proximity to major transportation
      corridors such as U.S. 101, I-280, and 1-880. The property is located
      approximately 2 miles northwest of the city of San Jose and 50 miles south
      of San Francisco.

LAND:

      Size and Configuration: The subject parcel is trapezoidal in shape and
      includes 10.0 acres, or 435,600 square feet. The entire parcel is assumed
      to be usable.

      Frontage and Accessibility: The subject property has 324.9 linear feet of
      frontage along the south side of Granada Avenue, a two-lane road extending
      east-west from its intersection with Lawrence Expressway. The subject
      property also has 525. 1 linear feet of frontage along the east side
      Lawrence Expressway. Overall, the property is very accessible from
      Lawrence Expressway and is within close proximity to neighborhood
      amenities and retail services.

      The frontage on Lawrence Expressway is considered very good and provides
      for one of four points of ingress/egress to the property. Two points of
      ingress/egress are located along Granada Avenue and the fourth is located
      on Flora Vista Avenue.

      Topography: The subject parcel is level and at grade with Granada Avenue.
      The parcel includes dense foliage along the perimeter and a small lake in
      the interior. The property has attractive landscaping with a significant
      amount of mature trees and shrubbery.

      Floodplain: According to F.E.M.A. Community Map Panel No. 060350-0004C,
      dated July 16, 1980, the site is located within Zone B, which is defined
      as an area of moderate or minimal flooding located between the limits of
      the 100-year floodplain and the 500-year floodplain.

      Soil and Subsoil Conditions: We are unaware of any subsoil conditions
      which would adversely affect the use of the subject property. Please refer
      to the Assumptions and Limiting Conditions.

      Utilities and Public Services: All public utilities are available to the
      site.


                                       -4-
<PAGE>

      Easements and Encroachments: Typical utility and access easements are in
      place. These easements do not appear to adversely affect the property.

      Development of Adjacent Sites: The surrounding area is generally developed
      with multifamily residential development of similar age, quality and
      appearance to the subject. Surrounding uses are well maintained.
      Additional information is provided in the Neighborhood Analysis section,
      but the following is a summary of adjacent and surrounding property uses.

      North: Multifamily residential development and the California Department
             of Motor Vehicles

      East:  Multifamily residential development

      South: Multifamily residential development

      West:  Multifamily residential development

      Conclusion: The subject is well located in an attractive suburban
      location. It benefits from good visibility and access from Lawrence
      Expressway. The size, configuration, and topography of the subject are
      adequate for a wide variety of uses. Overall, the subject site is
      considered a highly desirable multifamily site.


                                       -5-
<PAGE>

                                [GRAPHIC OMITTED]

SITE PLAN
- ---------

MARINA PLAYA APARTMENTS
SANTA CLARA, CALIFORNIA
<PAGE>

                                [GRAPHIC OMITTED]

FLOODPLAIN MAP
- --------------

MARINA PLAYA APARTMENTS
SANTA CLARA, CALIFORNIA
<PAGE>

IMPROVEMENTS:

      Introduction: The subject property is a garden-style apartment complex
containing 272 units completed in 1971. The complex contains fourteen, two-story
buildings with wood exteriors and flat roofs. The buildings are configured
around a small central lake and two pool areas. As a result of the configuration
of the buildings, the property presents a low density environment.

      The apartment mix consists of eight floor plans: one junior, one-bedroom,
one-bath style; three different one-bedroom, one-bath unit styles; one,
two-bedroom, one-bath style: two different two-bedroom, two-bath unit styles;
and a three-bedroom, two-bath unit style. The property is most heavily weighted
toward one-bedroom units which account for over 63 percent of the total number
of units. As a result, the average unit size is approximately 846 square feet.
Project amenities include a two-story clubhouse, a billiard room, an exercise
room, saunas, four hotel-type guest rooms, a restaurant, two swimming pools, a
spa, and two lighted tennis courts. The complex contains four laundry facilities
which are located in different buildings. The property also offers 227 covered
carports.

      Apartment unit features include wall-to-wall carpeting, air conditioning
in the living room, garbage disposals, dishwashers, ceiling fans in 40 of the
larger units and fireplaces in the eight two-bedroom, two-bath, den units. Rent
includes water and sewer and garbage collection. The buildings have exterior
entrances with four units (two on the lower level and two on the upper level)
clustered in each entryway. The property also contains 211 uncovered parking
spaces.

The table that follows provides a breakdown of the apartment unit mix.


                                       -6-
<PAGE>

                                    UNIT MIX

                            MARINA PLAYA APARTMENTS

                  Number     Percent of   Average Square   Total Area  
Unit Type        of Units       Total          Feet        Square Feet     
                                                                       
JR. lBR            100          36.8%           664           66,400    
                                                                       
1BR/1BA             32          11.8%           705           22,560    
                                                                       
1BR/1BA             20           7.4%           738           14,760    
                                                                       
1BR/1BA             20           7.4%           805           16,100    
                                                                       
2BR/1BA             14           5.1%           950           13,300    
                                                                       
2BR/2BA             64          23.5%         1,070           68,480   
                                                                       
2BR/2BA/DEN          8           2.9%         1,338           10,704    
                                                                       
3BR/2BA             14           5.1%         1,270           17,780    
                    --          ----                         -------
                                                             230,804   
Total/Avg.         272         100.0%           846                    
                                                           
- ---------------------
Source: American Apartment Communities

Building Area:                 230,804 net rentable square feet

Number of Buildings:           14
Number of Stories:             2
Year Completed:                1971

Structural System:

o     Foundation:Poured concrete slab.

o     Building Frame: Each building is of wood frame construction on poured
      concrete.

o     Roofing System: The roofs are flat with tar and asphalt covering. Building
      2 underwent a complete roof replacement during 1995.

o     Exterior Walls: Exterior walls are predominantly wood with some stucco.

o     Fenestration: Single pane in aluminum frame. The windows are original to
      the buildings.


                                       -7-
<PAGE>

Mechanical Systems:

o     HVAC System: Each apartment unit is individually heated by electric. Each
      bedroom has a heat strip and all units are also equipped with individual
      wall-mounted air-conditioning units in the living room. Hot water is
      heated by eight gas-fired boilers located throughout the property.

o     Electric: Each unit has a combination heat/air conditioning unit in the
      living room.

o     Fire Protection System: The units are not sprinklered. However, the
      clubhouse is sprinklered.

o     Elevators and Stairs: Each individual building contains a staircase per
      each 4-unit segment. There are no elevators located on the property

o     Security System: A security service patrols the property nightly.

Interior Finishes:

o     Floor Coverings: Floor coverings in the apartment units are generally
      carpet of average quality with vinyl tile in kitchens and bathrooms.
      Carpets are replaced on an as-needed basis.

o     Walls and Partitions: Walls in the apartment units are constructed of
      painted drywall on wood frame.

o     Ceilings: Ceilings in the apartment units are of a textured,
      "popcorn-style" finish.

Site Improvements:

o     Parking: The property provides 211 uncovered surface parking spaces and
      227 carports, for a total of 438 parking spaces. The parking ratio is 1.61
      spaces for every apartment unit.

o     Landscaping: The property has fairly dense foliage along its perimeter and
      includes a small lake in the interior. The property has attractive
      landscaping with a significant amount of mature trees and shrubbery
      throughout.


                                       -8-
<PAGE>

                              B.2 REAL ESTATE TAXES

Taxing Jurisdiction(s):

      Local Government:            Santa Clara County

Tax Account Number:                290-58-019-00

Current Tax Year:                  July 1 - June 30

Current Tax Rate:                  $1.00 per $100 of assessed value plus amounts
                                   required for debt service payments.

Assessment Ratio:                  100 percent of fair market value, as defined 
                                   by the jurisdiction.

Total Taxes:                       $234,131 or $860.78 per unit

Taxes Due:

      First Installment:           November 1st
      Second Installment:          February 1st

Current:                           According to the Santa Clara County Tax
                                   Assessment office, the taxes on the subject
                                   property are current as of the date of 
                                   appraisal.

Tax Rates Established:             August of every year

Assessments Established:           March 1st of every year

Reassessment Frequency:            Annually

Tax History:                       See the table below.


                                      -9-
<PAGE>

                                 PROPERTY TAXES

                            MARINA PLAY A APARTMENTS

Tax Year    Total Assessment(1)     Rate/$100        Amount    Amount Per Unit
- --------    -------------------     ---------        ------    ---------------

1995-96             $22,286,398         $1.04   $234,131(2)               $861

- ----------
(1)   Total assessment includes values of land. improvements, and personal
      property.

(2)   Based on actual tax bills. Amount slightly higher than that as indicated
      by the mileage rates due to additional levies for sewer service, etc.

Source: Santa Clara County Tax Assessment Office

      By law, the tax rate in Santa Clara County is limited to 1.0 percent of
full cash value plus amounts required for principal and interest on voter
approved bonded indebtedness. The 1.0 percent tax rate equals $1.00 per $100 of
full cash value, which includes values of land, improvements and personal
property (plus amounts required for debt service payments). These funds are
provided for county, city, school and special district operations as well as
funds to pay for tax increment financing requirements of redevelopment agencies.
There also exists a rate based on the land and improvement value of the
property, reflecting amounts required for sanitation, flood control and other
special district debt service payments. In addition, direct assessments for
sewer service, weed abatement, other fees for service and bonded assessment
charges from cities and public improvement districts are then added to arrive at
the gross tax for the fiscal year. Supplemental tax bills are due with any
improvement to the property or with any change in title

      Santa Clara County assesses commercial property based upon the most recent
purchase price of the property and assessments increase an average of
approximately 2.0 percent per year. Recently sold properties, such as the
subject, therefore, generally have higher assessments reflecting a value closer
to the true market value. According to the Santa Clara County Tax Assessors
office, it is likely that the large disparity between the assessments of the tax
comparables is due to the county's policy of reassessing properties at the time
of sale. The Tax Assessors office noted that sales prices have typically
increased faster than the county's standard 2.0 percent assessment increase.


                                      -10-
<PAGE>

                                   B.3 ZONING

      The subject property is zoned PD, a Planned Development and Combined
Zoning District, which was created to harmonize development within the existing
community. This zoning district allows for uses that are not permitted to be
combined in other zone districts. The restrictions that apply to this zoning are
listed below, as cited from the Zoning Ordinance of the City of Santa Clara.

       Zoning Jurisdiction:        City of Santa Clara

       Existing Zoning:            PD, Planned Development and Combined Zoning 
                                   Districts

       Permitted Uses:             Any and all uses permitted, except industrial
                                   uses limited to MH zoning districts or 
                                   involving outdoor storage on more than ten 
                                   percent of the lot area.

      The subject is improved as a 272-unit garden-style apartment complex.
Properties zoned PD were originally evaluated on a case by case basis with no
pre-defined restrictions, and then judged to be conforming or non-conforming.
Any changes in use require the property to undergo a re-zoning process. The
site's use as an apartment property, the height and positioning of the
improvements, and the number of parking spaces all conform to the site's
original zoning guidelines. The subject is considered a legally conforming use
as confirmed by the City of Santa Clara Planning Department.


                                      -11-
<PAGE>

                              C.1 MARKET CONDITIONS

GENERAL CONDITIONS

      The subject property is located in the city of Santa Clara, in Santa Clara
County, approximately 2 miles northwest of San Jose and 50 miles south of San
Francisco. Santa Clara County and the San Jose PMSA are contiguous and are part
of the San Francisco-Oakland-San Jose CMSA which also includes the Oakland, San
Francisco, Santa Cruz-Watsonville, Santa Rosa, and Vallejo-Fairfield-Napa PMSAs.
Due to the high concentration of San Jose PMSA residents in the local workforce
and the expansive and naturally divided geography of the San
Francisco-Oakland-San Jose CMSA, this report focuses on the San Jose PMSA.
Trends in the San Jose PMSA impact the performance and value of the subject
property. As such, we have analyzed these influences fully in the following
section.

      The San Jose PMSA is located south of San Francisco and Oakland at the
southern edge of San Francisco Bay. The PMSA's sole county, Santa Clara, covers
a total land area of approximately 1,300 square miles and extends from Palo
Alto/Menlo Park on the north to Gilroy on the south. Most urban development in
the PMSA lies within the northwestern portion of the county, known as the Santa
Clara Valley or the Silicon Valley. Communities such as Palo Alto, Mountain
View, Cupertino, Sunnyvale, Santa Clara, and San Jose lie within this densely
developed valley. The PMSA is bordered on the west by the Santa Cruz Mountains
and on the east by the Diablo Range. While some of these hilly areas contain
desirable housing, much of the PMSA's mountainous open terrain is unsuitable for
residential development. In addition, a significant portion of the county's land
is devoted to agricultural uses.

      The birth and growth of the computer and semi-conductor industries in
Silicon Valley facilitated the San Jose PMSA's current concentration in the
high-technology electronics, computer, aerospace, telecommunications, software,
and bio-technology industries. These industries experienced rapid growth
throughout the 1960s and 1970s which finally slowed in the mid-1980s. Increased
efficiency due to downsizing and the general economic recovery have led


                                      -12-
<PAGE>

to a resurgence in the high-tech industries in the 1990s. While high costs of
conducting business have precipitated the departure of the manufacturing arms of
many high-tech firms from Silicon Valley, the area remains a desired location
for high-tech firms' headquarters and research and development facilities.
Although Santa Clara County still has a significant agricultural base, the
high-tech industries overshadow other contributors to the area's economy.

POPULATION

      Based on the 1990 census, Claritas Inc. estimates the 1996 San Jose PMSA
population to be approximately 1.59 million. Currently, the San Jose
metropolitan area accounts for slightly less than five percent of the state of
California's total population. Population in both the PMSA and state of
California grew at a faster rate than the U.S. during the 1980s. However,
between 1990 and 1996, the population growth rate in the San Jose PMSA fell to a
compound annual average of 1.0 percent, or slightly below the U.S. average of
1.1 percent. The population in the state of California grew at a compound annual
rate of 1.5 percent over the same period. The table below sets forth population
trends for the San Jose PMSA compared with those for the state of California and
the United States.

                                POPULATION TRENDS

<TABLE>
<CAPTION>
                                                                    Compound    Compound
                                                                     Annual      Annual
                                            1996          2001       Growth      Growth
             1980             1990      (estimated)   (projected)  1990-1996    1996-2001
             ----             ----      -----------   -----------  ---------    ---------
<S>         <C>           <C>           <C>           <C>             <C>          <C> 
San Jose      1,295,069     1,497,577     1,593,746     1,678,380     1.0%         1.0%

California   23,667,908    29,760,022    32,242,114    34,279,984     1.3%         1.2%

USA         226,545,776   248,709,872   264,992,224   277,957,536     1.1%         1.0%
</TABLE>

- ----------
Source: Claritas Inc.:  Arthur Andersen


                                      -13-
<PAGE>

                                [GRAPHIC OMITTED]

AREA MAP
- --------

MARINA PLAYA APARTMENTS
SANTA CLARA, CALIFORNIA
<PAGE>

      The southern and eastern portions of Santa Clara County have been
capturing much of the population growth. The south county cities of Gilroy and
Morgan Hill have been growing especially fast, as have Milpitas, San Jose, and
adjoining neighborhoods to the south and east. In contrast, the cities located
in the highly urbanized northwestern portion of the county have grown more
slowly.

                               POPULATION FORECAST
                                  SAN JOSE PMSA
                                    1995-2015

<TABLE>
<CAPTION>
                                                                                             Annual
                                                               Percent of    Percent of      Average
  Subregional                                                 Total Region  Total Region   Growth Rate
     Area            1995       2000       2010       2015        1995          2000       1995 - 2015
     ----            ----       ----       ----       ----        ----          ----       -----------
<S>               <C>        <C>        <C>        <C>              <C>           <C>            <C>  
Campbell             41,800     43,400     44,500     44,200          2.6%          2.5%         0.28%
                                                             
Cupertino            51,300     53,900     54,800     54,800          3.2%          3.1%         0.39%
                                                             
Gilroy               38,200     45,000     58,000     65,800          2.4%          2.6%         2.76%
                                                             
Los Altos            30,300     30,100     30,000     30,100          1.9%          1.8%        -0.03%
                                                             
Los Altos Hills       8,600      8,800      8,800      8,800          0.5%          0.5%         0.12%
                                                             
Los Gatos            32,900     33,600     33,700     33,500          2.0%          2.0%         0.09%
                                                             
Milpitas             59,000     64,100     65,700     65,700          3.7%          3.7%         0.54%
                                                             
Monte Sereno          3,900      3,950      3,900      3,850          0.2%          0.2%        -0.06%
                                                             
Morgan Hill          33,700     38,300     46,900     51,400          2.1%          2.2%         2.13%
                                                             
Mountain View        73,200     76,600     78,800     78,600          4.5%          4.5%         0.36%
                                                             
Palo Alto            78,600     79,000     81,800     82,400          4.9%          4.6%         0.24%
                                                             
San Jose            888,600    956,800  1,031,600  1,048,900         55.2%         55.7%         0.83%
                                                             
Santa Clara          97,600    102,200    114,200    116,900          6.1%          5.9%         0.91%
                                                             
Saratoga             30,500     31,200     31,100     30,900          1.9%          1.8%         0.07%
                                                             
Sunnyvale           126,800    135,200    142,900    147,100          7.0%          7.9%         0.75%
                                                             
Remainder            16,000     17,000     17,600     17,700          1.0%          1.0%         0.51%
                  ---------  ---------  ---------  ---------        -----         -----          ---- 

Santa Clara       
County (San Jose                                             
PMSA)             1,611,200  1,719,150  1,844,300  1,880,650        100.0%        100.0%         0.78%
</TABLE>

- ----------
Note:   Figures differ somewhat from the prior table due to different sources.

Source: Association of Bay Area Governments. December 1995.


                                      -15-
<PAGE>

      Projections by the Association of Bay Area Governments further support the
trend in population growth away from the Santa Clara County's mature northwest
towns and toward the less developed eastern and southern regions of the county.
Between 1995 and 2015, Gilroy is expected to grow at a compound annual rate of
2.8 percent and Morgan Hill is expected to grow at a compound annual rate of 2.1
percent. Over the same period, Mountain View is expected grow at compound annual
rate of 0.4 percent and the city of Santa Clara is expected to grow at a
compound annual rate of 0.9 percent.

EMPLOYMENT

      Most of the San Jose PMSA urban development is concentrated in
northwestern Santa Clara County in the area known as Silicon Valley. With more
than 4,100 high-tech companies, Silicon Valley is considered the nation's center
of high technology. As a result, the economy of the San Jose PMSA relies on both
the worldwide demand for its products and the United States defense budget - two
main reasons for the area's loss of over 22,000 jobs between 1990 and 1992.
Since that time, however, the high-tech industry has restructured itself and
shifted from manufacturing to providing high-tech services, such as data
processing services and research and software development. In particular, the
explosion of internet start-up firms such as Mountain View's Netscape fueled job
growth and attracted a highly-educated labor pool to the area. Consequently, the
county of Santa Clara recovered and the San Jose PMSA became California's
employment leader for 1995 with Silicon Valley accounting for over one third of
California's exports.

      According to the U.S. Department of Labor, the annual average at-place
employment for the San Jose PMSA increased from 845,000 in August 1995 to
877,500 in August 1996, or a net gain of over 32,000 jobs over the one-year
period. The San Jose PMSA has consistently enjoyed lower unemployment rates than
the national rate and the state of California as a result of its indispensable
role as a high-technology research and development center. The following table
displays Santa Clara County's unemployment rate for the past 6.5 years.


                                      -16-
<PAGE>

                              UNEMPLOYMENT TRENDS
                                   1990- 1996

                                         San Jose
              Year              PMSA     California    U.S.
              ----              ----     ----------    ----
              1990              4.0%        5.8%       5.6%
              1991              5.6%        7.7%       6.8%
              1992              6.7%        9.3%       7.5%
              1993              6.8%        9.4%       6.9%
              1994              6.2%        8.6%       6.1%
              1995              5.0%        7.8%       5.6%
              July 1996         3.8%        7.6%       5.4%
              ---------------------------------------------
              Source: U.S. Department of Labor. Bureau of 
                      Labor Statistics: August 1996.

      The State of California Employment Development Department predicts a
growth rate for nonagricultural wage and salary jobs of 10.5 percent during the
1992 - 1999 period with high technology leading the economy. Services, primarily
business services, will become the largest industry division with data
processing services expected to continue recording fast growth. Employment in
manufacturing accounted for the largest industry sector until 1992 and is
projected to continue to decline in importance as a result of the defense
cutbacks. Retail trade is the county's third largest industry sector and is
expected to grow in tandem with the county's population growth.

      The total non-agriculture wage and salary job count between 1994 and 1995
showed a net gain of over 28,000 jobs. The service and construction sectors had
the largest gains with annual growths of 7.8 percent and 4.6 percent,
respectively. The growth in the service sector contributed nearly 19,000 jobs.
The two industry sectors which lost jobs over the period were the finance,
insurance and real estate sector and the government sector, which together lost
2,800 jobs.


                                      -17-
<PAGE>

      During the most recent recession ending in 1992, the local economy lost
22,400 jobs from its 1990 total of 814,500 jobs, an average annual loss of 1.4
percent. Since bottoming out in 1992, the local economy has added nearly 35,900
jobs as of year-end 1995, a compound annual growth rate of 1.5 percent. The
following table sets forth employment by industry within the San Jose PMSA over
the past five years. However, contract and self-employed workers are not
included in these figures and are projected to be significant.

                           WAGE AND SALARY EMPLOYMENT
                          BY INDUSTRY AND PLACE OF WORK
                                  SAN JOSE PMSA
                                  1990-1995

                                   (Thousands)

     Industry           1990    1991    1992      1993     1994      1995
     --------           ----    ----    ----      ----     ----      ----
     Manufacturing     258.2   251.5   236.8     231.7    226.0     229.6
     Construction       29.5    28.1    27.3      26.1     26.4      27.6
     Services          214.4   217.7   226.6     237.9    245.1     263.7
     Trade             169.0   165.0   158.6     157.7    160.3     167.6
     TCPU(1)            22.2    22.6    22.4      23.6     23.8      23.9
     FIRE(2)            31.6    31.5    31.5      31.5     30.0      28.7
     Government         89.4    89.1    88.8      87.9     88.3      86.8
     Mining               .3      .3      .2        .2       .1        .1
                       -----   -----   -----     -----    -----     -----
     Total             814.5   805.8   792.1     796.6    799.9     828.0

- ----------
(1)   Transportation. Communication and Public Utilities.
(2)   Finance, Insurance and Real Estate.
      Source: California Association for Local Economic Development: August 
      1996.

      The county of Santa Clara is expected to maintain its position as the
high-technology corporate headquarters for the nation. Hewlett-Packard's
Component Group, IBM's Storage Systems Division, Fujitsu America, Sony, Hitachi,
and Samsung Semiconductor, Inc. all operate in San Jose. The following table
outlines the largest employers in the county.


                                      -18-
<PAGE>

                              TOP EMPLOYERS - 1995
                               SANTA CLARA COUNTY

     Name                             Location         Employment   
     ----                             --------         ----------   
                                                                    
Hewlett Packard Company               Palo Alto           16,000    
                                                                    
County of Santa Clara                 San Jose            13,512    
                                                                    
Lockheed Martin Missiles & Space      Sunnyvale          10,124     
                                                                    
Stanford University                   Stanford            7,900     
                                                                    
IBM Corporation                       San Jose            7,500     
                                                                    
Kaiser Permanente Medical Center      Santa Clara         5,900     
                                                                    
Stanford University Hospital          Palo Alto           5,500     
                                                                    
City of San Jose                      San Jose            5,212     
                                                                    
Applied Materials                     Santa Clara         5,100     
                                                                    
National Semiconductor Corp.          Santa Clara         5,000     
                                                                    
Sun Microsystems                      Mountain View       4,830     
                                                                    
Intel Corporation                     Santa Clara         4,700     
                                                                    
Apple Computer. Inc.                  Cupertino           4,637     
                                                                    
S.C. Valley Health & Hospital Sys.    San Jose            4,300     
                                                                    
Silicon Graphics                      Mountain View       3,744     
                                                       
- ----------------------------------------------
Source: San Jose Metropolitan Chamber of Commerce 1996.


                                      -19-
<PAGE>

INCOME

      The San Jose metropolitan area is well above national averages in terms of
median household income and in a 1995 study was ranked the sixth most affluent
market in the United States. The 1996 median household income for the San Jose
PMSA was estimated at $58,246, or approximately 59 percent higher than the
national median. It is also nearly 43 percent higher than the state of
California median household income of $40,802. The PMSA income figure has
increased at an annual average of 2.8 percent since 1989 and is projected to
increase an additional 2.7 percent annually through the year 2001. The following
table sets forth trends in median household income in the San Jose area.

                             MEDIAN HOUSEHOLD INCOME
                           SAN JOSE METROPOLITAN AREA
                             1979 - 2001 (Projected)

<TABLE>
<CAPTION>
                                                          Compound       Compound
                                  Estimated  Projected  Annual Growth  Annual Growth
                  1979      1989     1996       2001      1989-1996      1996-2001
                  ----      ----     ----       ----      ---------      ---------
<S>              <C>      <C>      <C>        <C>            <C>            <C> 
San Jose PMSA    $23,387  $48,155  $58,246    $66,490        2.8%           2.7%
California       $18,252  $35,833  $40,802    $44,209        1.9%           1.6%
United States    $16,846  $30,097  $36,625    $42,259        2.8%           2.9%
</TABLE>

- ---------------------------------------
Source: Claritas, Inc., September 1996.


                                      -20-
<PAGE>

TRANSPORTATION

Highways Arteries

      The Bay Area's sprawling growth has made traffic a major concern for area
residents. In a 1992 Association of Bay Area Governments survey concerning
infrastructure problems, 48 percent of survey respondents indicated that the
problems associated with roads were either at the critical or severe stage.

      Local governments are making numerous road improvements to combat the
traffic problems. in the San Jose PMSA, projects in progress include a recently
opened freeway in the West Valley Corridor, the widening of U.S. 101 through
central San Jose, and the extension of two new freeways, Highway 85 and Highway
87. The completion of Highways 85 and 87 resulted in a 30 percent drop in
commute times.

      San Jose's location positions the city as a transportation hub for both
Santa Clara County and the Bay Area as a whole. The Bay Area's four major
freeways, Highways 280, 680, and 880 and State Highway 101, all converge in San
Jose. State Highway 101 heads south from San Jose to Los Angeles and north to
San Francisco, Highway 880 North leaves San Jose for Oakland, and Highway 680
connects San Jose to Sacramento. San Jose's 70-mile expressway system includes 3
1 miles of commuter lanes.

Public Transportation/Rail Systems

      Bay Area Rapid Transit (BART) is a light rail system which connects San
Francisco with surrounding counties, including those in the Oakland and San Jose
PMSAs. A study is underway to determine the feasibility of extending BART to
downtown San Jose. The CalTrain commuter rail serves over 20 Silicon Valley
stations between San Jose and San Francisco. The new Santa Clara Light Rail Line
provides service to San Jose from southern Santa Clara County. Extensions


                                      -21-
<PAGE>

of the 20-mile Santa Clara Light Rail Line to northeast San Jose, Sunnyvale,
Mountain View, and the east valley are being considered.

Air Service

      The San Jose International Airport annually transports over 8 million
passengers via thirteen passenger airlines and over 1 50 million pounds of
cargo. The additions of Southwest Airlines and United's entrant into the low
fare market, United Express, have offset American Airlines decision to downsize
its San Jose hub operations. Overall passenger traffic at San Jose International
Airport increased almost 6 percent from 1994 to 1995 to a total of 8.9 million
passengers. By the end of August 1996, the airport already handled over 6.5
million passengers for the year.

CONCLUSION

      The recent strengthening of the computer and high-tech industries has
fueled the recovery of the inextricably linked Silicon Valley and Santa Clara
County economies. The continued growth and success of computer and high-tech
related start-up firms is expected to continue to inject vigor into the local
economy. In addition, these industries continue to supply high-paying jobs that
boost the area's already lofty median household income. As a result, the
affordability of single-family and multifamily housing is expected to remain low
as limited new development and strong demand conspire to spark home price and
rental rate increases that much of the area's highly-paid work force can afford.
Affordable housing is likely to be found farther away from the employment
centers of northwest Santa Clara County and San Jose. The less developed eastern
and southern regions of Santa Clara County are expected to see the bulk of new
residential development and consequently are likely to harbor the majority of
the region's population growth in the coming decades.


                                      -22-
<PAGE>

                            C.2 NEIGHBORHOOD ANALYSIS

LOCATION

      The subject property is located in the City of Santa Clara, which is
located in the northwestern Santa Clara County. The City of Santa Clara is
considered a desirable residential area within the county because it has good
access to the area's employment centers and retail corridors. The area has one
of the Bay Area's warmest and driest climates that supports a green landscape
and permits year-round outdoor recreation. The City of Santa Clara is a mature,
built-out community comprised largely of desirable, well-kept single-family and
multifamily residential neighborhoods. Moreover, the city benefits from
excellent access to U.S. 101, I-280 and I-880, which provide access to the
employment and recreation options outside of the San Jose PMSA in the San
Francisco and Oakland PMSAs.

      The subject is located at the southeast corner of Lawrence Expressway and
Granada Avenue, just south of El Camino Real and U.S. 101. Lawrence Expressway
is a heavily traveled four-lane expressway which serves as a primary north-south
corridor through the western portion of the city of Santa Clara, connecting U.S.
101 and I-280. The subject is bound to the north, south, east, and west by
multifamily residential development. In addition, the California Department of
Motor Vehicles is located northeast of the subject on Granada Avenue.

BOUNDARIES OF NEIGHBORHOOD

      The subject's neighborhood is located in the west-central portion of the
City of Santa Clara, bound to the west by Lawrence Expressway, to the east by
Pomeroy Avenue, to the north by El Camino Real, and to the south by Benton
Street. The neighborhood encompasses an area approximately one-half square mile
and contains a large concentration of residential and commercial development.


                                      -23-
<PAGE>

                                [GRAPHIC OMITTED]

NEIGHBORHOOD MAP
- ----------------

MARINA PLAYA APARTMENTS
SANTA CLARA, CALIFORNIA
<PAGE>

LAND USE PATTERNS

      Development along Lawrence Expressway is primarily residential in nature
with pockets of commercial activity at major intersections. The subject property
is located in a residential area, characterized by mid-sized garden-style
apartment communities, most of which were constructed in the I 960s and 1970s.
Single-family homes and duplex units are also interspersed throughout the
neighborhood.

      Commercial development in the neighborhood is concentrated along El Camino
Real. The subject property is located approximately one and one-half miles north
of another major commercial corridor, Stevens Creek Boulevard. The subject is
also located approximately one mile west of the City of Santa Clara's Central
Park and two miles west of Pruneridge Golf Course.

      Multifamily projects are located off Lawrence Expressway on roads such as
Granada Avenue and Flora Vista Avenue. The most proximate multifamily properties
to the subject are Boardwalk and Marina Playa, both of which are located on
Flora Vista Avenue. Other multifamily developments are located farther east on
Granada Avenue.

NEIGHBORHOOD STAGE

      The subject neighborhood is in the stability stage, as is evidenced by the
significant number of older residential and commercial properties and its
largely built-out nature. New development in the area generally consists of
small infill projects.


                                      -24-
<PAGE>

NEW DEVELOPMENT

      No major multifamily developments are currently under construction or have
development approvals in the City of Santa of Santa Clara. Only one project,
Nantucket (Bella Vista III), is currently awaiting approval. Interland
Development plans to construct the 252-unit project at 1500 Vista Club Drive in
Santa Clara.

CONCLUSION

      The subject's neighborhood is characterized as predominantly residential
in nature, with areas of significant commercial development along the two main
thoroughfares of El Camino Real and Lawrence Expressway. The subject property is
located within close proximity to both neighborhood and regional retail shopping
centers as well as a park and a golf course. Given the extensive highway network
which serves the City of Santa Clara, the property is also very accessible to
employment centers throughout the San Jose PMSA. Most of the residents work in
Silicon Valley firms in the San Jose PMSA. The City of Santa Clara is considered
an attractive residential location but has become increasingly less affordable
over the past few years.

      Because there are limited sites available for new multifamily development,
it is anticipated that very little new development of this type will occur in
the near-term. This will affect the subject in a positive manner, by limiting
the competition it faces for tenants. With the subject property's location
within close proximity to major transportation arteries and commercial areas,
but surrounded by established residential development, it is concluded that the
subject should remain a strong competitor within its market.


                                      -25-
<PAGE>

                          C.3 APARTMENT MARKET OVERVIEW

      From a construction standpoint, the apartment market in the San Jose PMSA
has slowed significantly since experiencing strong activity in the late 1980s.
At the same time, strong demand has resulted in one of the nation's tightest
rental markets as strong employment growth has attracted a steady stream of new
households to the area. Development within several communities in the county
remains restricted in order to safeguard open space, limit traffic, or protect
property values. Consequently, as of June 1996, apartment vacancy in Santa Clara
County dropped to 1.9 percent, the lowest in the entire San Francisco Bay Area.
Local restricted development policies are, however, expected to loosen as
housing becomes a more critical factor with the expected growth in labor demand.

MARKET SIZE

      From 1991 to 1995, multifamily building permits issued in the San Jose MSA
accounted for a decreasing proportion of the total number of permits issued
annually. Two years of positive multifamily permitting activity during 1993 and
1994 interrupted a declining trend in the number of multifamily permits issued
in the PMSA. Although the positive fundamentals of the San Jose PMSA's
multifamily housing market have sparked strong interest in new development, the
local regulatory and lending environments and the paucity of developable
residential land continue to slow the permitting of large-scale apartment
developments. The following table outlines historical permit issuance in the San
Jose PMSA.


                                      -26-
<PAGE>

                           HISTORICAL PERMIT ISSUANCE
                       SAN JOSE PMSA (SANTA CLARA COUNTY)
                                   1989- 1995

<TABLE>
<CAPTION>
                                       1989    1990    1991    1992   1993   1994    1995  
                                       ----    ----    ----    ----   ----   ----    ----
<S>                                   <C>     <C>     <C>     <C>    <C>    <C>     <C>  
Single-Family Permits                 2,567   1,762   1,638   1,760  1,848  2,127   2,213
Multifamily Permits(1)                1,963   3,109   2,134   1,297  1,331  1,817   1,232
                                      -----   -----   -----   -----                
Total Permits                         4,530   4,871   3,772   3,057  3,179  3,944   3,445
Multifamily as Percent of Total       43.3%   63.8%   56.6%   42.4%  41.9%  46.1%   35.8%
                                                                                   
Multifamily Change From Prior Year       --   58.4%  -31.4%  -39.2%   2.6%  36.5%  -32.2%
</TABLE>

- ----------
(1) includes apartments, condominiums and plexes
Source: Regional Financial Associates: Arthur Andersen LLP. September 1996.

      Residents of the San Jose PMSA exhibit a strong preference for rental-type
units, with approximately 40 percent of total households residing in rental
units. This rental ratio is above the national average of 36 percent. The San
Jose PMSA's relatively high rental ratio is attributable to the low
affordability of single family housing as only 43 percent of San Jose PMSA
households can afford the median existing home price of $268,160. Area
residents' propensity to rent is also driven by the relative youth of the local
population and volatility of the high-tech Silicon Valley job market.

VACANCY

      From an occupancy perspective, the San Jose PMSA apartment market is
extremely tight. For the first half of 1996, Santa Clara County had the lowest
vacancy rate in the entire nine-county San Francisco Bay Area. This situation is
a direct result of the recovery of the job market and the constrained
construction of new units in the area. The following table outlines historical
vacancy rates for the San Jose PMSA.


                                      -27-
<PAGE>

                            HISTORICAL VACANCY RATES
                                  SAN JOSE PMSA
                                   1993- 1996

                             Period                Average Vacancy
                             ------                ---------------
                             Dec 1993                        4.94%
                             June 1994                       4.14%
                             Dec 1994                        4.38%
                             June 1995                       3.28%
                             Dec 1995                        2.15%
                             June 1996                       1.90%

                             Source: RealData Inc.: Arthur Andersen 
                                     LLP. September 1996.

      The City of Santa Clara has also had a very tight apartment market over
the past year. As of June 1996, the vacancy rate in the City of Santa Clara
apartment market was 2.26 percent, up slightly from 1.96 percent in December
1995.

NEW SUPPLY

      In response to the strong need for more rental housing, over 2,500 units
of rental housing construction are currently in the pipeline in Santa Clara
County. This figure represents more than 50 percent of the overall total for the
San Francisco Bay area. Approximately 1,000 of these units will consist of
affordable income housing in the city of San Jose and will not significantly
impact market vacancy rates. In Cupertino, over 300 units are scheduled to be
open by the end of 1996; over 250 units are planned in the city of Santa Clara;
and, in Sunnyvale, a 709-unit apartment community is planned. Within the city of
San Jose, in addition to the affordable income housing, a 300-unit complex is
expected to open during 1996. As a result of these modest levels of new
construction coupled with the projected population and employment growth,
apartment vacancy rates are expected to remain extremely low in the area over
the next several years.


                                      -28-
<PAGE>

RENTAL RATES

      Over the past two years, coinciding with the economic return of Silicon
Valley, rental rates in the San Jose PMSA have risen sharply to reach an average
of $1 .32 per square foot as of June 1996. This reflects an increase of over 10
percent in the first six months of 1996, leading the nine-county Bay Area and
placing Santa Clara County in the highest ranking position in terms of average
gross rental rate. In particular, the northwestern portion of the county is
dominating the market with the city of Mountain View averaging $1.40 per square
foot and the city of Santa Clara averaging $1.38 per square foot. For the near
term, rental rates are expected to steadily increase until new construction
impacts the available supply of units. The table below outlines average monthly
rental rates for Santa Clara County as of June 1996.

                            RENTAL RATES BY UNIT TYPE
                               SANTA CLARA COUNTY
                                    JUNE 1996

                                Avg. Monthly      Avg. Monthly Rental
     Apartment Type             Rental Rates    Rates Per Square Foot
     --------------             ------------    ---------------------
     Studio                           $  747                    $1.65
     1 Bedroom/1 Bath                 $  977                    $1.41
     2 Bedroom/1 Bath                 $l,065                    $1.19
     2 Bedroom/1 Bath/+               $l,254                    $1.27
     3 Bedroom/1 Bath                 $  921                    $0.90
     3 Bedroom/1 Bath/+               $1,425                    $1.19
     4 Bedroom                        $1,400                    $0.97

     ---------------------------------------
     Source: RealData, Inc., September 1996.


                                      -29-
<PAGE>

                         SURVEY OF SUBJECT NEIGHBORHOOD

      An Arthur Andersen September 1996 survey of five apartment properties
totaling 1,229 units (including the subject) located within the immediate
neighborhood, indicated occupancy levels ranging from 97.7 to 100.0 percent,
with an average of 99.1 percent. The following apartment properties are analyzed
in more detail as part of the comparable rental analysis in the Income Approach
section of this report.

                    SURVEY OF COMPARABLE APARTMENT PROPERTIES

                               CITY OF SANTA CLARA


                          Number            Rental            Rental
Complex                 Of Units             Rates          Rates/SF   Occupancy
- -------                 --------             -----          --------   ---------

Marina Playa (Subject)     272     $1,010 - $1,650   $ 1.20 - $ 1.52       99.3%
                                                                                
Marina Cove                292     $1,075 - $1,400   $ 1.22 - $ 1.49      100.0%
                                                                                
Boardwalk                  248     $1,110 - $1,400   $ 1.47 - $ 1.61       98.8%
                                                                                
Laguna Clara               264     $1,l50 - $1,535   $ 1.29 - $ 1.62       97.7%
                                                                                
Lake Terrace               153     $  930 - $1,490   $ 1.16 - $ 1.50      100.0%
                                                                                
Total/Average            1,229                                             99.1%

- ------------------------------------
Source: Arthur Andersen Field Research, September 1996.

      Monthly rental rates in the subject's market area, according to the Arthur
Andersen survey, are $930 to $1,210 for one-bedroom units ($1.30 to $1.62 per
square foot); $1,190 to $1,415 for two-bedroom one-bath units ($1.16 to $1.32
per square foot); and $1,290 to $1,535 for two-bedroom two-bath units ($1.21 to
$1.33 per square foot). At the subject, asking rents range from $1,010 to $1,650
($1.22 to $1.52 per square foot) and are within the range of the competitive
properties. No concessions are currently being offered at the surveyed
properties or the subject.


                                      -30-
<PAGE>

      Based on the observed performance of the competitive properties, examined
within the framework of overall market indicators, it appears that the supply
and demand fundamentals in the multifamily market appear strong in the city of
Santa Clara area. Moreover, modest population growth coupled with the limited
new construction should continue to result in a strong apartment market. Market
sources agree that vacancies are expected to remain low, with well-located
complexes showing the highest occupancies. Consequently, the near-term outlook
for the subject property appears very favorable.

      Santa Clara County is projected to add 29,371 households over the 1996 -
2001 period. Assuming the current rental preference of 40 percent, this
household growth would translate into more than 2,300 new renters annually over
the next five years. In contrast, Santa Clara County has issued an average of
1,840 new multifamily permits annually over the past seven years. Furthermore,
only 2,500 new units are currently in the development pipeline in the area, only
1,500 units of which are market rate units.


                                      -31-
<PAGE>

                        C.4 HIGHEST AND BEST USE ANALYSIS

      The validity of an appraisal is dependent upon the consideration and
conclusion of highest and best use.(3) Often expressed as "the most profitable
legal use," the concept requires an analysis of many factors. Vacant land value
is directly related to its highest and best use. On the other hand, an improved
property may have the same or a different highest and best use than the land
supporting the improvements when considered as vacant land. Therefore, for
improved property, both highest and best use decisions must be separately
considered, both as vacant land and as improved property. In addition to a
conclusion for both the vacant land and improved property, sale and lease
comparisons are usually made with properties having similar highest and best
uses as the subject.

      The parameters for consideration relate to legality of use, physical
possibilities, financial feasibility, and maximum economic production. Single
uses, interim uses, legal non-conforming uses, speculative uses or excess land
determinations require further analysis.

HIGHEST AND BEST USE OF THE LAND AS IF VACANT

      Legally permissible uses are those limited by zoning, easements and
rights-of-way, deed restrictions, building codes, and environmental controls.
These restrictions, discussed in Section B.2, limit the permissible uses of the
subject property to single-family and multifamily uses.

      Physically possible uses are limited by size, design, topography, flood
possibilities and physical capacities. The subject site contains 10.0 useable
acres consisting of a nearly trapezoidally-shaped parcel. The subject property
is located between the limits of the 100-year floodplain and the 500-year
floodplain. Drainage and topography are acceptable for the legally permissible
uses. Although we are unqualified to render an opinion of the physical
load-bearing capacity of the land or its freedom

- ----------
(3)   Highest and Best Use: "The reasonably probable and legal use of vacant
      land or an improved property, which is physically possible, appropriately
      supported, financially feasible, and that results in the highest value.
      (American Institute of Real Estate Appraisers. The Dictionary of Real
      Estate Appraisal, Second Edition, Copyright 1989, Page 149.


                                      -32-
<PAGE>

from hazardous materials, no nuisances were obvious at the time of inspection.
It appears that all of the legally permissible uses are physically possible.

      Financially feasible uses must be supported by sufficient demand in the
neighborhood to create a sufficient return to invest over the long term. In
analyzing each potential highest and best use alternative, the income potential
from those legally permissible and physically possible uses were considered. The
income from the highest and best use should be sufficient to satisfy investor
requirements and operating expenses, thereby providing a return on the land.

      Predominant land uses in the neighborhood provide indications of
profitable land uses for the location of the subject property. Development in
the immediate vicinity is dominated by multifamily residential uses of similar
age and condition. The close proximity to major thoroughfares such as Lawrence
Expressway, El Camino Real and U.S. 101, shopping centers, and employment
centers add to the desirability of the location for residential use. Thus, the
subject's location is suitable for multifamily development.

      Physically, this multifamily development could be in the form of either
residential rental apartments or ownership condominiums. As most of the
single-family residential construction in the past two years has targeted
first-time home buyers, the availability of more affordable single-family
housing has weakened the demand for condominiums. In addition, many area
employees in the computer and high-tech industries prefer to rent instead of own
to give themselves more flexibility in the dynamic, unpredictable Silicon Valley
job market. Considering these issues, the highest and best use of the subject
property would appear to be the development of a rental apartment complex
similar to the subject.

      Our judgment of the maximally productive use of the site, therefore,
centers on the potential for future income production in the City of Santa Clara
apartment market as compared to the single-family market. Historically, the
apartment properties in this area have maintained high occupancy levels and high
rental rate levels due to strong demand for affordable housing alternatives to
the single-family market. Demand is fueled by the subject's proximity to Silicon
Valley and other Bay Area


                                      -33-
<PAGE>

employment centers. In addition, many employees at fast-paced Silicon Valley
firms have short-term tenure expectations and thus desire temporary housing. On
the supply side, there are currently no approved additions to the multifamily
supply in the City of Santa Clara. Development has been and continues to be
limited by the lack of available land and the slow approvals process. Santa
Clara County, however, is the most active county in the Bay Area for multifamily
construction. With 776 units under construction and 2,395 units planned, Santa
Clara County's construction activity dwarfs that of the other Bay Area counties.
However, much of this construction involves low income or Affordable Housing
Program development in urban San Jose and other areas. This construction trend
indicates that current rental rate levels and vacancy rates justify new
construction. However, the lack of available, properly zoned land in the City of
Santa Clara continues to limit construction, warranting a strong positive
outlook for the local apartment market.

      Therefore, it is our opinion that the highest and best use of the subject
site, as though vacant is for multifamily residential development at the maximum
allowable density.

HIGHEST AND BEST USE OF THE PROPERTY AS CURRENTLY IMPROVED

      The subject property is currently improved with a quality 272-unit garden
apartment complex. In light of the existing improvements, a contrast with other
uses is made for the optimal use which is also physically suitable for the site,
legally permissible, economically feasible and the most profitable usage of the
site.

      As earlier indicated, the highest and best use of a property as improved
may differ from the highest and best use of the land as if vacant. The "as
improved" analysis assists in the identity of the use that is estimated to
provide the greatest overall property return on invested capital, as well as in
the identification of comparable properties. Typical choices for improved
property include the following usage alternatives:


                                      -34-
<PAGE>

                        1.    Demolition of the improvements;

                        2.    Remodeling or renovation; and

                        3.    Continued usage, as is.

DEMOLITION OF THE IMPROVEMENTS

      The implication in a highest and best use analysis is that the existing
improvements should be retained and/or renovated as long as those improvements
continue to contribute to the total value of the property, or until the return
from a new improvement would more than offset the cost of demolishing the
existing improvements and constructing alternative facilities. An analysis of
the subject property reveals that the existing improvements do continue to
contribute to the overall value of the subject, with no alternative use
available to the site which would provide a greater return. As a result,
demolition of the improvements is considered neither warranted, nor optimal from
a highest and best use standpoint.

REMODELING OR RENOVATION

      This alternative would present the highest and best use of the site if the
resulting increase in value would more than offset the cost of remodeling or
renovating the existing improvements. In this case, no renovation or remodeling
would be required to maximize the profitability of the subject property
primarily due to the age of the building. The improvements are well constructed,
functional, and supported by an adequate level of market demand. Renovation of
the current use would not generate sufficient additional income to provide a
return on the cost of any renovations.


                                      -35-
<PAGE>

CONCLUSION AND RECONCILIATION OF HIGHEST AND BEST USE

      In conclusion, the highest and best use of the subject property, as
currently improved, is continued use as an apartment complex with ongoing
upgrades of units when vacated to replace outdated carpets, appliances, and
other interior unit features.


                                      -36-
<PAGE>

                            D.1 THE APPRAISAL PROCESS

      The purpose of this appraisal is to estimate the "as is" market value the
subject property in accordance with accepted value estimating procedure. "The
valuation process is a systematic procedure employed to provide the answer to a
client's question about real property value. It is a model of appraisal
activity, reflecting an understanding of value and the methods used in the value
estimation."(4)

      There are three traditional approaches involved in the valuation of real
property. These are known as the cost approach, the sales comparison approach,
and the income approach. Each of the three approaches is related to the other,
as they involve the gathering and analysis of sales, cost, and income data that
pertain to the property being appraised.

      In the cost approach, the appraiser estimates a value by estimating the
replacement cost of a structure with similar utility, deducting all forms of
accrued depreciation, and adding to that the estimated value of the land. The
cost approach is most reliable in estimating value of newly constructed or
special purpose properties. This approach loses validity when the estimation of
large amounts of physical depreciation and/or external obsolescence is required.
In addition, this approach is least used by investors when evaluating apartment
property acquisitions. As such, this approach has not been utilized in this
appraisal report.

      In the sales comparison approach, value for the subject property is
estimated by comparing it to other similar properties which have sold recently,
applying the appropriate units of comparison and making adjustments to the
comparables to arrive at an indicated value for the subject. In the case of the
subject, market price per unit is the most commonly used unit of comparison.

- ----------
(4)   American Institute of Real Estate Appraisers. The Appraisal of Real Estate
      Appraisal, Chicago, Illinois, 1989, p73.


                                      -37-
<PAGE>

      The income approach is the approach through which a value indication for
income producing properties is estimated by converting the anticipated income
stream into property value. This can be accomplished through two methods: the
direct capitalization technique and the discounted cash flow analysis. Direct
capitalization utilizes the anticipated annual income and capitalizes it at a
market derived capitalization rate that reflects a specific pattern, return on
investments and change in value over the expected holding period. The discounted
cash flow method anticipates the income stream for a specified holding period as
well as a reversion value, and discounts that income to a current value based on
a specified yield rate. Direct capitalization is the most commonly applied
technique in pricing apartment properties, especially when the property is
stabilized. Given the stable nature of the subject property income and
occupancy, the direct capitalization technique was used exclusively in this
report.

      In all of the approaches, the most important data source is the
marketplace. This applies not only to comparable sales, but also to the
determination of rent levels, occupancy rates, expenses and capitalization
rates. The separate value indications derived from each technique are reconciled
at the end of our appraisal into a final value estimate.


                                      -38-
<PAGE>

                          E.1 SALES COMPARISON APPROACH

      The sales comparison approach estimates market value based on comparative
analysis of recent sales of improved properties that are similar in function,
size, income production and use to the appraised property. This approach to
value assumes that the market will set a price for the subject in the same
manner that it sets the price for comparable, competitive properties. To apply
the sales comparison approach, the appraisers employ a number of appraisal
principles, including the principle of substitution which holds that the value
of a property that is replaceable in the marketplace tends to be set by the cost
of acquiring an equally desirable substitute property. Additional considerations
include examination of market conditions prevailing at the time of sale as
compared to those at the date of valuation. A comparison of the subject property
to the selected comparable sales was complicated by the fact that the subject
property is encumbered by a long term ground lease while all of the comparables
were fee simple transactions. In order to address the ground lease factor, in
addition to other physical and locational differences between the subject and
the comparables, the appraisers have elected to employ the net operating income
comparison method in our Sales Comparison approach. The following pages contain
a description of the five selected sales utilized in this analysis. This is
followed by an explanation of the application of this method to the subject
property, which is then followed by the appraisers value conclusion under the
Sales Comparison Approach.


                                      -39-
<PAGE>

                               [GRAPHIC OMITTED]

IMPROVED SALE COMPARABLES MAP
- -----------------------------

MARINA PLAYA APARTMENTS
SANTA CLARA, CALIFORNIA
<PAGE>

                           COMPARABLE APARTMENT SALE 1

Location:                2326-2330 California Street
                         Mountain View, California

Grantor:                 Master Mortgage Company

Grantee:                 The Spieker Companies

Date of Sale:            April 1996

Sale Price:              $4,050,001

Financing:               Cash to seller

Year Built:              1963

Number of Units:         80

Price Per Unit:          $50,625

Overall Cap Rate:        8.98%

EGIM:                    5.63

Income Information:      NOI:               $363,772

NOI Per Unit:            $4,547

Land:                    2.02 acres

Net Rentable Area:       79,433 square feet

Occupancy at Sale:       95 percent

Property Description:    This property has two, two-story buildings in average
                         condition. Amenities include a pool, laundry, balconies
                         and storage lockers.

                         The property has 23 one-bed units, 8 two-bed one-bath
                         units, and 49 two-bed two-bath floorplans, with sizes
                         ranging between 702 sq ft and 1,143 sq ft. Rental rates
                         range from $675 to $775 per month, depending on the


                                      -40-
<PAGE>

                         floorplan. The tenant is responsible for gas heat and
                         electricity expenses.

Comments:                The property benefits from good access to El Camino
                         Real, a major regional commercial thoroughfare, and San
                         Antonio Road, which leads directly to Highway 101. The
                         property has good visibility from California Street, a
                         secondary road. However, the site is proximate to
                         unsightly development.


                                      -41-
<PAGE>

                           COMPARABLE APARTMENT SALE 2

Location:                1035-1061 Meridian Avenue 
                         San Jose, California

Grantor:                 Federal National Mortgage Assoc.

Grantee:                 Gilbert M. & Carol Meyer

Date of Sale:            March 1996

Sale Price:              $4,000,000

Financing:               N/A

Year Built:              1964

Number of Units:         82

Price Per Unit:          $48,780

Overall Cap Rate:        10.80%

EGIM:                    5.39

Information:             Effective Gross Income:    $719,197
                         Less Operating Expenses:   $287,000
                                                    --------
                         NOI:                       $432,197

NOI Per Unit:            $5,271

Land:                    3.61 acres

Net Rentable Area:       N/A

Occupancy at Sale:       97 percent

Property Description:    The complex consists of 7, two-story buildings of wood
                         frame construction, with exterior walls of stucco
                         panels. The complex is on Meridian Avenue, with easy
                         access to SW Expressway. The property is in average
                         condition. Project amenities include a pool, laundry
                         facilities, balconies and patios.


                                      -42-
<PAGE>

                         The property contains 30 one-bedroom one-bath units and
                         52 two-bedroom one-and-a-half bath units. The tenant is
                         responsible for gas heat and electricity expenses.

Comments:                The property is in an older, less attractive
                         residential development. The improvements are currently
                         undergoing a major renovation.


                                      -43-
<PAGE>

                          COMPARABLE APARTMENT SALE 3

Location:                Kingdale Oaks
                         1919 Fruitdale Avenue
                         San Jose, California

Grantor:                 Marie Helen Pejcha

Grantee:                 M/M Richard Tod & Catherine Spieker

Date of Sale:            August 1995

Sale Price:              $16,760,000

Financing:               Cash equivalent

Year Built:              1970

Number of Units:         331

Price Per Unit:          $50,634

Overall Cap Rate:        9.34%

EGIM:                    6.01

Income Information:      NOI:        $1,565,000

NOI Per Unit:            $4,728

Land:                    11.76 acres

Net Rentable Area:       N/A

Occupancy at Sale:       95.6 percent

Property Description:    This garden apartment complex is located on Fruitdale
                         Avenue near the juncture of I-280 and I-880. The
                         complex consists of four two-story buildings, two
                         one-story buildings, and nine three-story buildings of
                         wood frame construction, with exterior walls of stucco.
                         Project amenities include two heated pools, pool-side
                         grills, a spa, laundry facilities, a recreation room,
                         balconies, patios and elevators. The property offers


                                      -44-
<PAGE>

                         studios, one-bed/one-bath units, two-bed/one-bath
                         units, two-bed/two-bath units, three-bed/two-bath
                         units.


                                      -45-
<PAGE>

                           COMPARABLE APARTMENT SALE 4

Location:                Spring Creek Apartments
                         Formerly known as La Casa Granada Apartments
                         100 Buckingham Drive
                         Santa Clara, California

Grantor:                 State Street Bank & Trust Company

Grantee:                 Avery Investments Partnership

Date of Sale:            April 1995

Sale Price:              $8,875,000

Financing:               Cash to seller

Year Built:              1968

Number of Units:         140

Price Per Unit:          $63,392

Overall Cap Rate:        10.21%

EGIM:                    5.62

Income Information:      Gross Annual Income:       $1,501,494
                         Less Operating Expenses:      595,000
                                                    ----------
                         NOI:                       $  906,494

NOI Per Unit:            $6,475

Land:                    5.35 acres

Net Rentable Area:       145,844

Occupancy at Sale:       95 percent

Property Description:    The complex consists of twelve two-story buildings of
                         wood frame construction with stucco exteriors. The
                         property is located on a secondary residential street,
                         Buckingham Drive, which leads directly to Stevens Creek
                         Boulevard, a major east-west thoroughfare, and


                                      -46-
<PAGE>

                         indirectly to I-280 and I-880. Project amenities
                         include laundry facilities, balconies, storage lockers
                         and patios. 

                         The apartments consist of the following mix:

                                Unit         Number     Size

                                1BR/1BA        20       758 SF

                                2BR/2BA       108       1,063-1,025 SF

                                2BR/2BA        12       1,276 SF

Comments:                Rental rates range from $1,050 to $1,075 for the
                         one-bedroom units, $1,295 to $1,525 for the two-bedroom
                         two-bath units, and $1,630 to $1,655 for the
                         three-bedroom two-bath units.

                         The property has undergone substantial renovations
                         since the time of the sale.


                                      -47-
<PAGE>

                           COMPARABLE APARTMENT SALE 5

Location:                Hidden Willows
                         840-850 Meridian Avenue
                         San Jose, California

Grantor:                 The Willows Equity Partners

Grantee:                 Hidden Willows, Ltd.

Date of Sale:            January 1995

Sale Price:              $7,725,000

Financing:               $2,334,701 down (30%)

Year Built:              1978

Number of Units:         112

Price Per Unit:          $68,973

Overall Cap Rate:        8.63%

EGIM:                    6.94

Income Information:      Gross Annual Income:       $1,057,225
                         Less Operating Expenses:      390,665
                                                    ----------
                         NOI:                       $  666,560

NOI Per Unit:            $5,951

Land:                    3.28 acres

Net Rentable Area:       N/A

Occupancy at Sale:       95 percent


                                      -48-
<PAGE>

Property Description:    The complex consists of eleven two-story buildings,
                         with wood frames and stucco exteriors. The property is
                         in good condition. Amenities include a pool, a spa, air
                         conditioning, laundry facilities, balconies, patios,
                         storage lockers and a clubhouse.

                         There are 74 one-bedroom/one-bath units and 38
                         two-bedroom/two-bath units.

Comments:                Current asking rental rates range from $775 for the
                         one-bedroom units and $925 for the two-bedroom units.

                         This complex is an established garden apartment
                         community located on Meridian Way near the intersection
                         of three major roads: the Southwest Expressway, I-280,
                         and Meridian Avenue. Access to the property is
                         difficult.


                                      -49-
<PAGE>

                         E2. NET OPERATING INCOME (NOI)
                                PER UNIT ANALYSIS

      An indication of value for the subject property can be estimated by
comparing the NOI per unit of the sales with the estimated NOI per unit of the
subject (as projected in the Income Approach). In this technique, the NOI for
the comparables are arrayed in descending order. Using the actual NOI (including
ground lease expenses) for the subject of $7,056 per unit from the income
approach, it is placed in the continuum of the comparable properties. The
placement of the subject in the continuum results in an indicated value per
unit. The following table shows the subject with respect to the comparables
based on NOI per unit.

                     COMPARABLE SALES RANKED BY NOI PER UNIT

Sale No.        Sale Date       Occupancy  Sale Price/Unit   OAR    NOI Per Unit
- --------        ---------       ---------  ---------------   ---    ------------

Sale No. 5      Jan. 1995         98.0%        $68,973       8.63%     $5,951
Sale No. 4      Apr. 1995         95.0%        $63,392      10.21%     $6,475
Sale No. 3      Aug. 1995         95.6%        $50,634       9.34%     $4,728
Sale No. 1      Apr. 1996         95.0%        $50,625       8.98%     $4,547
Sale No. 2      Apr. 1996         97.0%        $48,780      10.80%     $5,271
Subject     As of Dec. 1, 1996    98.0%                                $7,056

      The NOI per unit of the comparables range from $4,547 to $6,475 per unit.
The corresponding actual sale prices range from $48,780 to $68,973 per unit. As
estimated in the income approach, the subject has an NOI of $7,056 per unit.
This NOI places the subject slightly above the top of the range.

      In addition to this estimate, a second analysis of NOI per unit is
applied. In this analysis, direct adjustments to the properties' sale prices
were applied based on the percent difference between the sale's NOI and the
subject's NOI. The following table summarizes the direct adjustment process.


                                      -50-
<PAGE>

                           SUMMARY OF NOI ADJUSTMENTS

                   Sales               Subject's    Percent     Adjusted    
     Sale No.   Price/Unit  NOI Unit   NOI Unit    Difference   Price/Unit
     --------   ----------  --------   --------    ----------   ----------
        1        $50,625     $4,547     $7,056       55.18%       $78,560
        2        $48,780     $5,271     $7,056       33.86%       $65,297
        3        $50,634     $4,728     $7,056       49.24%       $75,566
        4        $63,393     $6,475     $7,056        8.97%       $69,079
        5        $68,973     $5,951     $7,056       18.57%       $81,781

                 E3. CONCLUSION BY THE SALES COMPARISON APPROACH

      Through the NOI adjustment process, the indicated value of the subject
ranges from $65,297 to $81,781 per unit. Based on this analysis, Sales Nos. 4
and 5 appear to be the most comparable due to their similarity to the subject
and the relatively small adjustments required. A value of $74,000 per unit, or
approximately $20,130,000 (rounded) is concluded as the leasehold value for the
subject based on the NOI per unit analysis.


                                      -51-
<PAGE>

                        F. INCOME CAPITALIZATION APPROACH

The Income Capitalization Approach is based on the premise that value is created
by the expectation of future benefits. We estimated the present value of those
benefits to derive an indication of the amount that a prudent, informed
purchaser-investor would pay for the right to receive them as of the date of
value.

The direct capitalization methodology uses a single year's stabilized net
operating income as a basis for a value indication. It converts estimated
"stabilized" annual net operating income to a value indication by dividing the
income by a capitalization rate. The discounted cash flow (DCF) analysis focuses
on the operating cash flows expected from the property and the anticipated
proceeds of a hypothetical sale at the end of an assumed holding period. These
amounts are then discounted to their present value. The discounted present
values of the income stream and the reversion are added to obtain a value
indication. Because benefits to be received in the future are worth less than
the same benefits received in the present, this method puts more weight on
income projected in the early years than income and sale proceeds to be received
later.

The direct capitalization method is normally appropriate for properties with
relatively stable operating histories and expectations, or properties that can
be expected to reach stabilization within a short period of time. Apartments,
except for new construction, are typically analyzed by the direct capitalization
approach, assuming that they are at a stabilized occupancy level. We consider
the subject to be reaching a stabilized occupancy level and have applied only
the direct capitalization method. This approach requires an estimation of the
subject's income and expenses in order to forecast net operating income, which
is then converted to a value indication by use of the direct capitalization
analysis.

Direct Capitalization

The direct capitalization approach is based upon an estimate of the property's
income in a year of stabilized occupancy. We first estimated effective income
from apartment rents and other sources, and then estimated the operating
expenses associated with the property. These were


                                      -52-
<PAGE>

combined to develop an operating statement for the property in a representative
year. The following items were estimated in our Direct Capitalization analysis.

Property Income Analysis

Potential Gross Rental Income: The first step in the direct capitalization
approach and the discounted cash flow approach is to estimate the gross
potential income of the property. Accordingly, we surveyed the competitive
rentals in the market to determine an appropriate market rent. We also
considered the current leases, the recent and historical per unit average rental
rates, and quoted asking rental rates for the subject. The gross potential
income figure in our analysis equates to the sum of the existing annual rents in
place as of the date of value, plus market rental rates applied to the vacant
units. The gross potential income was trended upwards to reflect increase in
market rents over the past year due to low vacancy rates and healthy
competition.

Based on a rent roll (as of December 3, 1996) provided by American Apartment
Communities, there were a total of 272 units of which 5 were vacant, amounting
to a 2.0% overall vacancy (excluding the 4 special use units). According to the
leasing agent, a 2.5% vacancy rate is in line with normal turnover vacancies,
with generally 5 to 10 units available. Historically, since the middle of 1996,
the subject property has experienced occupancy levels ranging from 95 to 100
percent. According to the rent roll provided, the gross potential monthly rent
for the occupied units amounts to $278,477 or $1,060 per unit (an increase of
nearly 18% from the 1995 actual rent roll). In projecting the 1997 gross
potential rental revenue, we applied an average projected monthly rent of $1,113
or a 5% increase over the December, 1996 rent roll. The 5% growth rate is
conservative in light of our Apartment Market Overview which demonstrates that
average rents in Santa Clara County have risen by 10% in the first six months of
1996, and is further supported by our survey of competitive properties. Market
rents in our survey for one bedroom apartment range from $930 to $1,210 per unit
per month while the monthly rental rates for two bedroom one bath units range
from $1,190 to $1,500 per unit per month. Market rents in our survey for two
bedroom two bath range from $1,290 to $1,525 per unit per month while the


                                      -53-
<PAGE>

monthly rental rates for three bedroom two bath units are $1,450 to $1490 per
unit per month. A comparable rental survey and descriptions of the competitive
properties can be found on the following pages. Our analysis indicates that our
projected market and effective rents fall will within competitive properties.

Variance /Concessions: Currently no concessions in the form of free or
discounted rent are being offered on new leases in the market; however
concessions exist in the form of rent variance. According to the property
manager, rent variance represents the difference between gross potential rent
and actual rents in place. Not only does it include discounts and move-in
specials, but also reflects artificially low rent levels of tenants who have
been living at the property for several years and whose annual rent increases at
renewal have not kept pace with market rent increases. In addition, this
variance/concessions also includes a deduction for the subsidized employee units
at the subject property. Based on historical figures, and the new property
management's aggressive policy of increasing renewing rental rates to more
closely reflect current asking rates, we have projected total
variance/concessions to be 2.25 percent of potential gross income going forward.

Vacancy and Collection Loss: To account for income loss associated with market
occupancy fluctuations and frictional vacancy resulting from short-term leases,
a 2.5 percent economic vacancy loss factor was judged appropriate for the
subject based on historical information. As of June 1996, the vacancy rate in
the City of Santa Clara apartment market was 2.26 percent, up slightly from 1.96
percent in December 1995. The physical occupancy rate at the subject averaged
97.3 percent in 1995 and was 99.3 percent as of the date of inspection. The four
competitive properties surveyed displayed physical occupancies ranging between
97.7 and 100.0 percent.

A separate deduction for credit loss reflects deficient rent payments and other
scheduled revenues not collected from tenants. According to the on-site leasing
agent, the property has had very little credit loss over the past few years due
to the strong incomes of the tenants and the strong market


                                      -54-
<PAGE>

conditions.  Based on this trend, we have estimated credit loss at 0.5 percent
of gross effective rent.

      Restaurant Income: Restaurant income includes base rent and percentage
rent paid by the Acapulco restaurant which is located above the rental office at
the subject property. In compliance with their lease, Acapulco pays annual base
rent of $46,000 and annual percentage rent of the amount by which 5.5 percent of
the restaurant's gross sales exceeds $818,181.72.

      Other Income: Other income includes application fees, cabana rentals,
clubhouse rentals, late fees, laundry revenue, and security deposit forfeitures.
Historically, these sources of income have ranged from 2.5 to 3.1 percent of
potential gross income. Through the first seven months of 1996, however, other
income was approximately 2. 1 percent of potential gross income, well below the
1996 budgeted amount of 3.2 percent of potential gross income. Since rental
revenue, by far the most significant component of potential gross income, is
expected to continue to increase at a faster rate than other income sources such
as laundry revenue, application fees, and security deposit forfeitures, other
income as a percentage of potential gross income is expected to continue to
remain below historical levels.


                                      -55-
<PAGE>

                               [GRAPHIC OMITTED]

RENT COMPARABLES MAP
- --------------------

MARINA PLAYA APARTMENTS
SANTA CLARA, CALIFORNIA
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Table G-2

                                           COMPARABLE RENTAL SURVEY
                                           MARINA PLAYA APARTMENTS
                                               SANTA CLARA, CA

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

                                                                                             Monthly Rent
                                                                                    ------------------------------
                                     Year                               Unit Size                        Effective
No.       Property and Location      Built    Occupancy   Type          (Sq. Ft)    Asking    Effective    Per SF
- ---       ---------------------      -----    ---------   ----          --------    ------    ---------    ------

<S>       <C>                        <C>        <C>       <C>              <C>      <C>        <C>         <C>  
Subject   Marina Playa Apartments    1971       99.3%     JR. 1BR/1BA        664    $1,017     $1,017      $1.53
          3500 Granada Avenue                             1BR/1BA            705    $1,075     $1,075      $1.52
                                                          1BR/1BA            738    $1,125     $1,125      $1.52
                                                          1BR/1BA            805    $1,188     $1,188      $1.48
                                                          2BR/1BA            950    $1,260     $1,260      $1.33
                                                          2BR/2BA          1,070    $1,362     $1,362      $1.27
                                                          2BR/2BA/DEN      1,338    $1,625     $1,625      $1.21
                                                          3BR/2BA          1,270    $1,563     $1,563      $1.23

                        Comments:    The subject is a two-story garden style apartment complex containing 272
                                     units. The complex contains 14 buildings with wood exteriors and flat
                                     roofs, configured around a small central lake and two pool areas. The
                                     subject is well located in an attractive suburban location, benefitting
                                     from good visibility and access from Lawrence Expressway. Project
                                     amenities include a two-story clubhouse, a billiard room, an exercise
                                     room, saunas, four hotel-type guest rooms, a restaurant, two swimming
                                     pools, a spa, and two lighted tennis courts. The property also contains
                                     four laundry facilities and covered carports. Unit features include
                                     wall-to-wall carpeting air conditioning in the living room, garbage
                                     disposals, dishwashers, ceiling fans in 40 of the larger units and
                                     fireplaces in the eight two-bedroom, two-bath, den units. The complex
                                     was reportedly 99.3% occupied at the time of the visit, with no
                                     concessions currently being offered.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Table G-2

                                                     COMPARABLE RENTAL SURVEY
                                                      MARINA PLAYA APARTMENTS
                                                          SANTA CLARA, CA

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

                                                                                                   Monthly Rent
                                                                                -------------------------------------------------
                                     Year                           Unit Size                                         Effective
No.       Property and Location      Built    Occupancy   Type      (Sq. Ft)        Asking           Effective          Per SF
- ---       ---------------------      -----    ---------   ----      --------        ------           ---------          ------
<S>       <C>                        <C>        <C>       <C>       <C>         <C>               <C>               <C>  
1         Marina Cove                1972       100.0%    1BR/1BA         720            $1,075            $1,075           $1.49
          3480 Granada Avenue                             1BR/1BA   725 - 792   $1,075 - $1,120   $1,075 - $1,120   $1.48 - $1.41
                                                          2BR/1BA         900            $1,225            $1,225           $1.36
                                                          2BR/2BA       1,051            $1,300            $1,300           $1.24
                                                          2BR/2BA       1,056            $1,320            $1,320           $1.25
                                                          2BR/2BA       1,144            $1,400            $1,400           $1.22

                        Comments:    This comparable is located across the street of the subject property, at
                                     the southeast corner of Flora Vista and Granada Avenues. Like the
                                     subject, the property has excellent access to major local thoroughfares
                                     such as Lawrence Expressway, El Camino Real and San Tomas Expressway and
                                     important regional routes such as Highway 101 and I-280. This 292 unit
                                     apartment community's amenities include two heated pools with spas, a
                                     clubhouse, an exercise and weight room and public laundry facilities.
                                     Unit features include dishwashers, walk-in closets, balconies/patios,
                                     dishwashers, fireplaces, vaulted ceilings in upstairs units, and central
                                     air conditioning. Situated on 12 acres of land, landscaping includes
                                     streams and gardens. The property is in good condition and was 100%
                                     occupied at the date of the survey, with no concessions being offered.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Table G-2

                                                     COMPARABLE RENTAL SURVEY
                                                      MARINA PLAYA APARTMENTS
                                                          SANTA CLARA, CA

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

                                                                                                   Monthly Rent
                                                                                -------------------------------------------------
                                     Year                           Unit Size                                         Effective
No.       Property and Location      Built    Occupancy   Type      (Sq. Ft)        Asking           Effective          Per SF
- ---       ---------------------      -----    ---------   ----      --------        ------           ---------          ------
<S>       <C>                        <C>        <C>       <C>       <C>         <C>               <C>               <C>  
2         Boardwalk                  1977       98.8%     1BR/1BA   700 - 750   $1,110 - $1.210   $1,110 - $1,210   $1.59 - $1.61
          3770 Flora Vista Avenue                         2BR/1BA         950   $1,400 - $1,500   $1,400 - $1,500   $1.47 - $1.58
                                                          2BR/2BA         950   $1,400 - $1,500   $1,400 - $1,500   $1.47 - $1.58

                        Comments:    This comparable is located one block southeast of the subject on Flora
                                     Vista Avenue, adjacent to Rental No. 1. Amenities to this 248 unit
                                     apartment community include two pools and spas, a fitness room,
                                     recreation center, covered carports, and landscaped lakes and streams.
                                     Unit features include dishwashers, cathedral ceilings (top floor),
                                     fireplaces, patios and balconies with waterfront views and extra storage
                                     areas. The property is in good condition and was reportedly 98.8 percent
                                     occupied as of the date of the survey, with no concessions currently
                                     being offered. The property offers some corporate apartments, which are
                                     fully furnished.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Table G-2

                                                     COMPARABLE RENTAL SURVEY
                                                      MARINA PLAYA APARTMENTS
                                                          SANTA CLARA, CA

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

                                                                                                   Monthly Rent
                                                                                -------------------------------------------------
                                     Year                           Unit Size                                         Effective
No.       Property and Location      Built    Occupancy   Type      (Sq. Ft)        Asking           Effective          Per SF
- ---       ---------------------      -----    ---------   ----      --------        ------           ---------          ------
<S>       <C>                        <C>        <C>       <C>          <C>      <C>               <C>               <C>  
3         Laguna Clara               1971       97.7%     1BR/1BA        712             $1,150            $1,150           $1.62
          3131 Homestead Road                             1BR/1BA        754             $1,175            $1,175           $1.56
                                                          1BR/1BA        823             $1,192            $1,192           $1.45
                                                          1BR/2BA      1,072    $1,395 - $1,415   $1,395 - $1,415   $1.30 - $1.32
                                                          2BR/2BA      1,158    $1,495 - $1,535   $1,495 - $1,535   $1.29 - $1.33

                        Comments:    This comparable is located approximately one half mile southeast of the
                                     subject property on Homestead Road east of Lawrence Expressway.
                                     Landscaping for this property consists of mature trees integrated with a
                                     series of streams and ponds. Amenities include a year-round heated pool,
                                     clubhouse, steam and dry saunas, fitness center and carports. Unit
                                     features include fireplaces, dry bars, dishwashers, disposals, and
                                     patios and decks. The 264-unit property is in good condition and was
                                     reportedly 97.7 percent occupied as of the date of the survey, with no
                                     concessions currently being offered.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Table G-2

                                                     COMPARABLE RENTAL SURVEY
                                                      MARINA PLAYA APARTMENTS
                                                          SANTA CLARA, CA

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

                                                                                                     Monthly Rent
                                                                                  -------------------------------------------------
                              Year                              Unit Size                                               Effective
No.   Property and Location   Built    Occupancy   Type         (Sq. Ft)              Asking           Effective          Per SF
- ---   ---------------------   -----    ---------   ----         --------              ------           ---------          ------
<S>   <C>                     <C>        <C>       <C>          <C>               <C>               <C>               <C>  
4     Lake Terrace            1969       l00.0%    1BR/1BA      620 - 704         $  930 - $  990   $  930 - $  990   $1.50 - $1.41
      3665 Benton Street                           1BR/1BA            841                  $1,090            $1,090           $1.30
                                                   2BR/1BA          1,022                  $1,190            $1,190           $1.16
                                                   2BR/2BA          1,067         $1,290 - $1,330   $1,290 - $1,330   $1.21 - $1.25
                                                   2BR/2BA-DEN      1,253         $1,450 - $1,490   $1,450 - $1,490   $1.16 - $1.19
                                                   3BR/2BA          1,253         $1,450 - $1,490   $1,450 - $1,490   $1.16 - $1.19
                                                                           
                        Comments:    This comparable is located approximately one half mile southwest of the subject property on
                                     Benton Street near Lawrence Expressway. The property is in a slightly older neighborhood than
                                     that of the subject, characterized by a significant amount of older, multifamily buildings.
                                     Amenities include a large interior pond, a pool, a spa, two saunas, a fitness center, a
                                     clubhouse and covered carports. Unit features include optional fireplaces and
                                     patios/balconies. This property is in good condition and was approximately 100 percent
                                     occupied as of the date of the survey, with no concessions currently being offered.

Summary Totals/Ranges(1)                           Jr1BR/1BA              -              - $  -            - $  -           - $ -
                                                   1BR/1BA        620 -   841     $  930 - $1,210   $  930 - $1,210   $1.30 - $1.62
                                                   2BR/1BA        900 - 1,022     $1,190 - $1,500   $1,190 - $1,500   $1.16 - $1.58
                                                   2BR/2BA        950 - 1,158     $1,290 - $1,500   $1,290 - $1,500   $1.21 - $1.58
                                                   2BR/2BA/DEN  1,253 - 1,253     $1,450 - $1,490   $1,450 - $1,490   $1.16 - $1.19
                                                   3BR/2BA      1,253 - 1,253     $1,450 - $1,490   $1,450 - $1,490   $1.16 - $1.19
                                                                -----   -----     ------   ------   ------   ------   -----   -----
                                                                  620 - 1,253     $  930 - $1,500   $  930 - $1,500   $1.16 - $1.62
</TABLE>

      ----------
      (1)  For comparison purposes, summary totals, ranges do not include 
           subject data
      Source: Arthur Andersen, September 1996.
<PAGE>

      We have analyzed four competitive rental complexes within the subject
market area. All four of the projects were constructed between the years 1969
and 1977 and constitute a representative sample of older, Class B projects of
similar exterior construction quality. The competitive projects are in generally
good condition and offer similar amenities such as a pool, clubhouse, public
laundry facilities, and covered carports. All of the projects surveyed offered
additional amenities such as a swimming pool and pond-related landscaping. While
three of the projects also offer saunas and exercise rooms, only the subject has
tennis on-site tennis courts. A more detailed discussion of the comparability of
each property follows.

      Rental No. 1, Marina Cove, contains 292 units and was constructed in 1972.
This comparable is located across the street from the subject at the southeast
corner of Flora Vista and Granada Avenues. The property is situated in a
neighborhood with a high concentration of multifamily residential development.
Like the subject, the property has excellent access to major local thoroughfares
such as Lawrence Expressway, El Camino Real and San Tomas Expressway and
important regional routes such as Highway 101 and I-280. The property has good
visibility from Granada Avenue but, unlike the subject, does not have visibility
from Lawrence Expressway. The property is configured in a low density
arrangement with attractive landscaping that includes streams and gardens.
Amenities include two pools, a clubhouse, public laundry facilities, covered
carports, and an exercise room. Unit features include dishwashers, walk-in
closets, balconies/patios, dishwashers, fireplaces and central air conditioning.
The property is in good condition and was approximately 100 percent occupied as
of the date of survey, with no rental concessions currently being offered. This
property is slightly inferior to the subject in terms of its location, physical
condition, unit mix, project amenities, and asking rental rates.

      Rental No. 2, Boardwalk, contains 248 units and was constructed in 1977.
This comparable is located one block southeast of the subject on Flora Vista
Avenue. The property is adjacent to Marina Cove Apartments and is within close
proximity to other existing multifamily residential projects. Amenities include
two pools, two spas, a fitness room, a clubhouse, a recreation room, laundry
facilities, covered carports, and landscaped ponds and streams. Unit


                                      -61-
<PAGE>

features include dishwashers, cathedral ceilings (top floor), fireplaces, patios
and balconies, and extra storage areas. The property is in good condition and
was reportedly 98.8 percent occupied as of the date of survey, with no rental
concessions currently being offered. This property is comparable to the subject
in terms of its location, size, unit mix, physical condition, project amenities,
and asking rental rates.

      Rental No. 3, Laguna Clara, contains 264 units and was constructed in
1971. This comparable is located approximately one half mile southeast of the
subject property on Homestead Road east of Lawrence Expressway. The property has
similar site characteristics to the subject property with mature trees and
landscaping integrated with a series of streams and ponds in the interior of the
property. Amenities include a pool, a clubhouse, steam and dry saunas, a fitness
center and covered carports. Unit features include dishwasher, fireplaces, dry
bars, double door refrigerators, and self-cleaning ovens. The property is in
good condition and was reportedly 97.7 percent occupied as of the date of
survey, with no rental concessions currently being offered. This property is
comparable to the subject in terms of its location, size, rental rates, and
exterior appearance. The subject, however, offers better amenities and larger
floor plans than this property.

      Rental No. 4, Lake Terrace, contains 153 units and was constructed in
1969. This comparable is located approximately one half mile southwest of the
subject property on Benton Street near Lawrence Expressway. This property's
neighborhood is slightly inferior to that of the subject property and is
characterized by a significant amount of older, multifamily buildings. Amenities
include a large interior pond, a pool, a spa, two saunas, a fitness center, a
clubhouse, and covered carports. Unit features include optional fireplaces and
patios/balconies. This property is in good condition and was approximately 100
percent occupied as of the date of survey, with no rental concessions currently
being offered. This property is inferior to the subject in terms of its
location, construction quality, amenities and unit features. Although this
property is inferior to the subject in the aforementioned areas, the two
properties often compete for the same tenants due to the extremely limited
number of vacant units in the local market.


                                      -62-
<PAGE>

OPERATING EXPENSE ANALYSIS

In estimating the 1997 expenses for the subject property, we analyzed historical
data for the subject, competitive apartments complexes and published national
surveys. As seen in the following table, the property's expenses have remained
relatively stable between 1993 and 1996, ranging from a low of $1,264,616 in
1993 to a high of $1,641,296 in 1996 (annualized). We also compared our
stabilized expense projections on a per unit basis with the 1995 National
Apartment Association (NAA) analysis of garden-style multi-family apartment
buildings in the San Francisco-San Jose Region and the Institute of Real Estate
Management Survey for the San Jose metropolitan area. Both of these
organizations survey property managers throughout the nation to determine income
and expense averages for different municipalities. Direct comparison of each
category with a trade source such as NAA or IREM can be difficult since
different property managers classify expenses differently. However, the analysis
in the table on the following page shows that the historical expense amounts are
very much in line with the market averages determined by NAA. According to the
NAA and IREM analyses, the market average of operating expenses was $4425 per
unit and $3894 respectively in 1995, which compares favorably to the subject's
stabilized per unit operating expense of $3846. Overall our total projected 1997
operating expenses equal $1,688,506 which yields a projected operating expense
ratio of 46.8%. This ratio is considered reasonable based on historical
operating expense ratios which ranged from 45.92% in 1993 and 49.93% in 1995.
Listed below is a description of the individual operating expenses projected in
this analysis.

      Payroll: Payroll expenses include leasing and custodial salaries and
bonuses, payroll taxes, medical benefits, and worker's compensation insurance.
Based on historical costs and industry averages, payroll expenses have been
estimated at $240,000.

      Repairs and Maintenance: Repairs and Maintenance expenses include items
such as painting, carpet cleaning and repair, landscaping, trash removal,
swimming pool maintenance,


                                      -63-
<PAGE>

exterminating, and supplies. Based on historical costs and industry averages,
payroll expenses have been estimated at $155,000.

      Administration: Administration expenses include office supplies, licenses,
postage and delivery, dues and subscriptions, telephone, and other miscellaneous
costs associated with operation of the subject. Administration costs have been
estimated at $26,000.

      Utilities: Utilities expense includes the total cost of utilities
associated with both units and common areas which are not paid by tenants.
Rental rates at the subject property include water and sewer and garbage removal
expenses. This expense category includes electricity and gas expenses. Based
upon both historical and budgeted amounts, utilities for the subject property
have been estimated to be $180,000.

      Real Estate Taxes: Based on information provided by the Santa Clara County
Assessment Office, as well as the property's operating history, taxes are
estimated at $240,240, or $788 per unit. According the township assessor's
office, the tax rate is expected to continue to increase at 2.0 percent per
year.

      Insurance: Based on an examination of historical and budgeted figures.
property insurance have been anticipated to total $61,000.

      Management Fee: Conversations with Ann Beal, the Western Region Vice
President of Operations for American Apartment Communities, Inc. indicated
management fees in the local market typically range from 3.0 to 5.0 percent of
effective gross income. She also indicated that management fees for properties
of similar location and quality to the subject are typically approximately 3.0
percent of effective gross income. Therefore, management fees have been
estimated at 3.0 percent of effective gross income. Management fees are
anticipated to be $108,239.


                                      -64-
<PAGE>

      Ground Lease: The ground lease base rent at the subject property is fixed
at $280,920 per year until 2019. In addition, the tenant is required to pay
percentage rent of 15.0 percent of 80.0 percent of gross effective rent (GER)
less the sum of the base rent amount of $280,920, the current year's tax bill,
and $382,230. Based on this calculation, the ground lease base rent amount has
been estimated at $280,920 and the ground lease percentage rent has been
estimated at $279,747.

      Miscellaneous: Miscellaneous expenses include professional services such
as legal and consulting fees, advertising and marketing, and security. Based on
historical and budgeted figures, miscellaneous expenses are projected at
$36,000.

      Capital Improvements: Deductions for both immediate and one to five year
capital improvements have been included in the analysis. These capital items
include the costs of site work, exterior and interior structural improvements,
and roof repair, as well as plumbing, parking lot, deck/wood, pool, tennis court
and fitness center improvements. American Apartment Communities Inc.'s capital
improvements budgeted figures for the years 1996 through 2000 are used in the
analysis. Capital expenditures are projected to be budgeted at $667,500
(excluding items included under the reserve for replacement). For the purposes
of our direct capitalization analysis we have taken the present value of these
expenditures at a market derived 11% discount rate which yielded a stabilized
expenditure of $490,000.

      Replacement Reserves: Based on the age of the property and its history of
capital expenditures, a replacement reserve fund is estimated at $300 per unit.


                                      -65-
<PAGE>

                         HISTORICAL OPERATING STATEMENTS
                             MARINA PLAYA APARTMENTS

<TABLE>
<CAPTION>
                                                                                                           YTD 1996 (1/1/96-8/31/96)
                                      CY 1993                    CY 1994                   CY 1995                 Annualized
                               --------------------       --------------------       -------------------      -------------------
                               TOTAL       PER UNIT       TOTAL       PER UNIT       TOTAL      PER UNIT      TOTAL      PER UNIT
                               -----       --------       -----       --------       -----      --------      -----      --------
<S>                         <C>            <C>         <C>            <C>         <C>           <C>        <C>           <C>     
REVENUE
Rental Income               $ 2,805,504    $ 10,314    $ 2,850,280    $ 10,479    $ 2,950,240   $ 10,846   $ 3,153,379   $ 11,593
Variance Concessions(2)         (54,876)       (202)       (60,998)       (224)       (43,298)      (159)      (81,068)  $   (298)
Vacancy(3)                     (171,759)       (631)      (141,847)       (521)       (79,091)      (291)       (7,328)  $    (27)
Restaurant Income(4)             87,984         323         82,821         304         74,468        274        83,521   $    307
Other Income(5)                  87,209         321         70,819         260         85,794        315        65,927        242
                            -----------    --------    -----------    --------    -----------   --------   -----------   --------
  Total Revenue             $ 2,754,062    $ 10,125    $ 2,801,075    $ 10,298    $ 2,988,113   $ 10,986   $ 3,214,432   $ 11,818

EXPENSES
Payroll                         222,473         818        230,859         849        221,316        814       234,749        863
Maintenance                     136,496         502        143,954         529        147,236        541       152,541        561
Administration                   21,374          79         22,465          83         22,757         84        31,559        116
Utilities                       172,208         633        178,866         658        182,408        671       178,092        655
Taxes                           230,259         847        207,815         764        233,086        857       236,568        870
Insurance                        43,747         161         47,951         176         50,835        187        61,567        226
Management Fee                   79,178         291         84,947         312         90,826        334       164,082        603
Ground Lease Base Rent           80,275         295         80,275         295        280,920      1,033       281,082      1,033
Ground Lease Percentage Rest    240,111         883        229,247         843        231,792        852       265,897        978
Miscellaneous                    38,495         142         42,277         155         30,814        113        35,159        129
                            -----------    --------    -----------    --------    -----------   --------   -----------   --------

  Total Expenses            $ 1,264,616    $  4,649    $ 1,268,656    $  4,664    $ 1,491,990   $  5,485   $ 1,641,296   $  6,034

NET OPERATING INCOME        $ 1,489,446    $  5,476    $ 1,532,419    $  5,634    $ 1,496,123   $  5,500   $ 1,573,136   $  5,784

Capital Expenditures        $         0    $      0    $         0    $      0    $         0   $      0   $         0   $      0

CASH FLOW                   $ 1,489,446    $  5,476    $ 1,532,419    $  5,634    $ 1,496,123   $  5,500   $ 1,573,136   $  5,784

Expenses Total Revenue            45.92%                     45.29%                     49.93%                   51.06%
</TABLE>


- ----------
(1)   CY 1996 income and expenses see are annualized based on January through
      August 1996 data.
(2)   Concessions include free rent and other rental concessions.
(3)   Vacancy includes vacant and model units as well as credit loss
(4)   Restaurant income includes base rent and percentage rent for the
      restaurant above the leasing office
(5)   Other income includes laundry income, security deposit forfeiture and
      guest apartment/clubhouse rental.

These figures are based on unaudited operating statements provided by American
Apartment Communities.
Note: CY refers to calendar year, FY refers to fiscal year.
<PAGE>

Table G-3

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------

                                                    PER UNIT EXPENSE COMPARABLES
                                                     RENTAL APARTMENT PROPERTIES
                                                     SAN JOSE METROPOLITAN AREA
- ------------------------------------------------------------------------------------------------------------------------------------

                           Marina Playa Apartments (1)  Birch Creek Apartments (2)       National Apartment Ass'n     
                                  272 Units                      184 Units          Survey or Income and Expenses(3)  
                              Year End      Projected   Year End     Annualized     Year End                          
                               1996           1997        1995         1996(6)        1995                     1996   
                              --------      ---------   --------     ----------     --------                   ----   
                             (Ann 8/96)                                                                               
<S>                             <C>           <C>              <C>       <C>          <C>                         <C> 
EXPENSES                                                                                                              
Payroll                         $  863        $  882           -         $1,013       $  858                      -   
Maintenance                     $  561        $  570           -         $1,027       $  698                      -   
Administration                  $  116        $   96           -         $   35       $  330                      -   
Utilities                       $  655        $  662           -         $  954       $  672                      -   
Taxes                           $  870        $  882           -         $  588       $  988                      -   
Insurance                       $  226        $  224           -         $   86       $  328                      -   
Management Fee                  $  603        $  398           -         $  382       $  440                      -   
Miscellaneous                   $  129        $  132           -         $  114       $  111                      -   
                                                                                                                      
Total Expenses                  $4,023        $3,846           -         $4,200       $4,425                      -   

Ground Lease Base Rent          $1,033        $1,033           -         $2,273            -                      -   
Ground Lease Percentage Rent    $  978        $1,028           -         $  391            -                      -   
</TABLE>

                               Institute of R.E. Management
                                Income/Expense Analysis(4)
                               Year End
                                 1995                  1996
                               --------                ----
                                                   
EXPENSES                                          
Payroll                         $  605                    -
Maintenance                     $  680(7)                 -
Administration                  $  680(7)                 -
Utilities                       $  611                    -
Taxes                           $  885                    -
Insurance                       $  160                    -
Management Fee                  $  448                    -
Miscellaneous                   $  170(7)                 -
                                                  
Total Expenses                  $3,894                    -

Ground Lease Base Rent               -                    -
Ground Lease Percentage Rent         -                    -

- ----------------
Note: This analysis does not include reserve for replacement.
(1)   Constructed in 1971. Owned by American Apartment Communities, Inc.
(2)   Constructed in 1968. Owned by American Apartment Communities, Inc.
(3)   Average income and expense data for garden style apartments in the San
      Francisco-Oakland-San Jose Metropolitan Area.
(4)   Average income and expense data for garden style apartments built after
      1978 in the San Jose metropolitan area (data for apartments built between
      1946 and 1978 unavailable).
(5)   CY 1996 expenses have been annualized based on expenses for January
      through July.
(6)   CY 1996 expenses have been annualized based on expenses for January
      through June.
(7)   Double-counts a component of payroll which is subtracted out in the total
      expenses calculation.
<PAGE>

                       G.5 DIRECT CAPITALIZATION ANALYSIS

      The capitalization approach uses a market-derived rate which when applied
to "normalized" net operating income yields a value estimate. This estimate then
may be adjusted for deficient income, capital expenditures, and/or other
circumstances as may be appropriate. Use of this approach requires (1) the
choice of a capitalization rate and (2) the determination of normalized
operations.

      The capitalization technique is especially useful during periods when
expectations of long-term inflation, interest rates, and market conditions are
fairly stable and when leases are at market rates. On the other hand, this
technique is especially difficult to apply with confidence when interest rates
and inflation are relatively high, or when estimated rents are particularly
volatile -- as, for example, in the case of properties with leaseholds and in
markets subject to substantial rental concessions.

      Indications of capitalization rates can be derived from various sources.
The two most commonly relied upon indicators of capitalization rates are recent
sales in the local or regional marketplace and regional investor surveys. We
have researched both of these sources in estimating an appropriate
capitalization rate for the subject property.

      Normalized operations are reflected in net operating income. Investors
typically define net operating income for apartments as effective gross revenues
less operating expenses, management fees, and reserves for replacements. We have
applied this market-based definition in our analysis. As such, capitalization
rates have been applied to income less a reserve for replacements.

      As reflected by the sales listed in the "Sales Comparison Approach"
section, recent purchases have been made at overall capitalization rates applied
to net operating income, ranging from 8.63 percent to 10.80 percent, as
indicated on the following page.


                                      -68-
<PAGE>

                         SUMMARY OF CAPITALIZATION RATES
                    SANTA CLARA COUNTY GARDEN APARTMENT SALES

                                                                     Overall
        Property                Date     Sale Price     NOI      Capitalization
     Identification            of Sale    Per Unit    Per Unit         Rate
     --------------            -------    --------    --------         ----

2326-2330 California Street     4/96       $50,625     $4,547         8.98% 
                                                                              
1035-1061   Meridian Avenue     3/96       $48,780     $5,271        10.80%
                                                                              
Kingdale Oaks                   8/95       $50,634     $4,728         9.34%  
                                                                              
Granada (Spring Creek)          4/95       $63,393     $6,475        10.21%
                                                                              
Hidden Willows                  1/95       $68,973     $5,951         8.63% 

      Sale Nos. 3, 4 and 5 were judged most similar to the subject. Selection of
a particular rate depends upon the relative risk associated with the property,
including its location and the strength of the local market, and especially upon
the size and timing of future changes in net income.

      In addition to the aforementioned sales evidence, we have considered the
indications of the following investor surveys.

                                INVESTOR SURVEYS
                  CAPITALIZATION RATES FOR APARTMENT PROPERTIES
                                 NATIONAL MARKET

                 Source                                  Cap. Rates
                 ------                                  ----------

                 Peter F. Korpacz & Associates 4Q 1996   8.5%-10.0%

                 RERC 2Q 1996                             8.5%-9.0%

      The investor surveys indicate that capitalization rates for apartments in
the nation range from 8.5 percent to 10.0 percent. Considering the age,
location, and condition of the subject property, an appropriate capitalization
rate would fall near the middle of the indicated range.

      Based on the analysis of capitalization rates from the comparable sales
and investor surveys, we estimate an appropriate overall capitalization rate for
the subject of 9.35 percent. Applying this rate to


                                      -69-
<PAGE>

the subject's estimated stabilized net operating income, indicates a value of
$20,040,000, or $73,680 per unit as of December 1, 1996 after a deduction for
capital expense items.

      The following capitalization technique, provided in Tables G-4 and G-5, is
based on the anticipated stabilized income and expenses previously discussed
earlier in this section for the subject property.


                                      -70-
<PAGE>

                              INCOME CAPITALIZATION
                             MARINA PLAYA APARTMENTS
                                DECEMBER 1, 1996

REVENUE

Gross Potential Rental Revenue                    $3,632,832
Variance/ Concessions                 2.25%       $  (81,739)
Vacancy                               2.50%       $  (90,821)
                                                  ----------
Gross Effective Rent                              $3,460,272
Restaurant Income                                 $   85,000
Other Income                                      $   80,000
Credit Loss                           0.50%       $  (17,301)
                                                  ----------

Effective Gross Income                                           $ 3,607,971

EXPENSES
Payroll                                           $  240,000  
Maintenance                                       $  155,000  
Administration                                    $   26,000  
Utilities                                         $  180,000  
Taxes                                             $  240,000  
Insurance                                         $  61,000   
Management Fee                        3.0%        $  108,239  
Ground Lease Base Rent                            $  280,920  
Ground Lease Percentage Rent                      $  279,747  
Miscellaneous                                     $   36,000  
Reserve for Replacement          $300.00 /unit    $   81,600  
                                                  ----------

Total Expenses                                                   $ 1,688,506
                                                                 -----------

NET OPERATING INCOME                                             $ 1,919,465

CAPITALIZED AT                        9.35%

TOTAL VALUE BEFORE CAP X                                         $20,530,000

Less Capital Improvements                                        $  (490,000)
                                                                 ----------- 

TOTAL MARKET VALUE                                               $20,040,000
                                                                 $20,040,000
<PAGE>

                   G. RECONCILIATION AND FINAL VALUE ESTIMATE

      Valuation of the leasehold interest in the appraised property has been
developed by the Sales Comparison Approach and Income Approach. Various
appraisal techniques and methods were utilized in the analyses of the property.
The value estimates by each approach are summarized as follows:

            Valuation Method                        Value
            ----------------                        -----

            December 1, 1996 Value:

            Cost Approach                           N/A

            Sales Comparison Approach:              $20,130,000

            Income Approach:                        $20,040,000

      The cost approach is most useful when valuing new or nearly new properties
or when appraising special purpose properties. The reliability of this approach
is diminished when significant amounts of accrued depreciation are present. In
addition, most investors in this property class give minimal consideration to
this valuation approach when analyzing potential acquisitions. Given these
considerations, the cost approach was not used in our valuation.

      The sales comparison approach is frequently a good indicator of value,
especially when a sufficient number of relevant transactions with reliable
information on each is available. In this case, the data about the properties
and their operations is complete, allowing for a complete analysis of the sales.
However, the information analyzed is at least six months old and, due to the
rapid strengthening of the Santa Clara County apartment market, may not reflect
prevailing market conditions. We have attempted to adjust for physical and
transaction-related differences in our sales analysis. Overall, this approach is
considered a fair indicator of value for the subject and a good check against
the other approaches.


                                      -72-
<PAGE>

      The income approach recognizes the income-producing nature of the subject.
The valuation by this approach is based on strong market support of rental
rates, expenses, absorption, and rates of return. Considered within this
approach are the motivations of investors in properties such as the subject. In
addition, this approach most closely reflects current methodology applied by
investors actively acquiring multifamily properties. As such, this approach is
given the strongest consideration in the estimate of market value of the subject
property.

      Based on the research and analyses performed in the development of these
approaches, and with primary emphasis on the income approach, it is our opinion
that the market value of the leasehold interest in the appraised property, as of
December 1, 1996 is:

                   -- TWENTY MILLION FORTY THOUSAND DOLLARS --
                                  ($20,040,000)


                                      -73-
<PAGE>

                          SUBJECT PROPERTY PHOTOGRAPHS
                             MARINA PLAYA APARTMENTS

                                [GRAPHIC OMITTED]

Photo 1                     Building and covered carports.


                                [GRAPHIC OMITTED]

Photo 2                     Typical Apartment Interior


                                      A-74
<PAGE>

                          SUBJECT PROPERTY PHOTOGRAPHS
                             MARINA PLAYA APARTMENTS

                                [GRAPHIC OMITTED]

Photo 3                     Swimming pool.


                                [GRAPHIC OMITTED]

Photo 4                     Subject Property Buildings (Front View)


                                      A-75
<PAGE>

                          SUBJECT PROPERTY PHOTOGRAPHS
                             MARINA PLAYA APARTMENTS

                                [GRAPHIC OMITTED]

Photo 5                     Exercise Room.

                                      A-76
<PAGE>

                             MARINA PLAYA APARTMENTS
                             SANTA CLARA, CALIFORNIA





                             Prepared For

                             Merrill Lynch & Co.




                             June 1, 1997




                             Prepared By

                             ARTHUR ANDERSEN LLP

                             Valuation Services Group
<PAGE>

                         [LETTERHEAD OF ARTHUR ANDERSEN]


June 23, 1997

Mr. Anthony Rokovich
Merrill Lynch & Co.
World Financial Center - North Tower
26th Floor
New York, New York 10281

Re:   Marina Playa Apartments
      Santa Clara, California

Dear Mr. Rokovich:

As requested, we have completed an updated restricted appraisal report of our
full-narrative appraisal, with a valuation date of December 1, 1996, of the
Marina Playa Apartments, Santa Clara, California. We recommend that the reader
review this report in conjunction with the prior appraisal. The purpose of this
appraisal is to estimate the market value of the leased fee interest in the real
estate subject to the definition of market value, the general assumptions and
limiting conditions, and the certification as set forth in this restricted
appraisal update.

This is a Restricted Appraisal Report which is intended to comply with the
reporting requirements set forth under Standards Rule 2-2(c) of the Uniform
Standards of Professional Practice for a Restricted Appraisal Report. As such it
does not present discussions of the data, reasoning, and analysis that were used
in the appraisal process to develop the appraiser's opinion of value. Supporting
documentation concerning the data, reasoning and analyses is retained in the
appraisers file. The depth of discussion contained in this report is specific to
the needs of Merrill Lynch and for the intended use stated below. This report
may not be included or referred to in any Securities and Exchange Commission
filing of other public document. Arthur Andersen is not responsible for the
unauthorized use of this report and this report is subject to the attached
Statement of General Assumptions and Limiting Conditions.

REAL ESTATE APPRAISED: A 272 unit garden apartment complex located at 3500
Granada Avenue, Santa Clara, California. The Marina Playa Apartments, built in
1971, are situated on 10.0 acres with 230,804 square feet of net rentable area.

PURPOSE OF THE APPRAISAL: The purpose of this restricted appraisal report is to
estimate the fair market value of the subject leasehold on a "free and clear"
basis. Market value means the most probable price which an asset should bring in
a competitive and open market under all conditions requisite to a fair sale, the
buyer and seller each acting prudently and knowledgeably, and assuming the price
is not affected by undue stimulus. Implicit in this definition is the
consummation of a sale as of a specified date and the passing of title from
seller to buyer under conditions whereby:
<PAGE>

Mr Anthony Rokovich
Page 2
June 23, 1997


      1.    Buyer and seller are typically motivated;

      2.    Both parties are well informed or well advised, and acting in what
            they consider their own best interests;

      3.    A reasonable time is allowed for exposure in the open market;

      4.    Payment is made in terms of cash in US dollars or in terms of
            financial arrangements comparable thereto; and

      5.    The price represents the normal consideration for the property sold
            unaffected by special or creative financing or sales concessions
            granted by anyone associated with the sales.

For this engagement, market value will represent the consideration for the asset
sold on a "free and clear" basis, and unaffected by sales concessions granted by
anyone associated with the sale.

INTENDED USE OF REPORT: The purpose of this restricted appraisal update is to
assist the client, Merrill Lynch, in determining the fair market value of the
leasehold interest in the subject property located at 3500 Granada Avenue, Santa
Clara, California.

Arthur Andersen's maximum liability relating to services rendered under this
letter (regardless of form of action, whether in contract, negligence or
otherwise), shall be limited to the fees paid to Arthur Andersen for its
services under this agreement. In no event shall Arthur Andersen be liable for
consequential, special, incidental, or punitive loss, damage or expense
(including without limitation, lost profits, opportunity costs, etc.) even if it
has been advised of their possible existence.

Merrill Lynch shall indemnify and hold harmless Arthur Andersen and its
personnel from and against any claims, liabilities, costs and expenses
(including, without limitation, attorney's fees and the time of Arthur Andersen
personnel involved but excluding consequential, special incidental or punitive
damages) brought against, paid or incurred by Arthur Andersen at any time and in
any way arising out of a breach by Merrill Lynch of its obligations under this
agreement.
<PAGE>

Mr. Anthony Rokovich
Page 3
June 23, 1997


INTEREST VALUED: Leased Fee Interest

EFFECTIVE DATE OF VALUE: June 1, 1997

DATE OF REPORT: June 23, 1997

APPRAISAL DEVELOPMENT AND REPORTING PROCESS: In preparing this appraisal, the
appraisers completed a number of independent investigations to update our
valuation analysis and conclusions. Unless a significant change was uncovered
during our field investigation or analysis, we relied on information, regarding
demographics and economic statistics, land policies, neighborhood data, and
zoning, collected during our previous appraisal dated December, 1996. The
subject and the surrounding areas were not re-inspected due to the recent date
of the last appraisal (six months). All phases of the Santa Clara apartment
market were analyzed to compile current data and to identify recent trends.
Estimated income and occupancy levels, expenses, and income structures are based
upon our market analysis and updated information provided by American Apartment
Communities.

In addition to the comparable sales used in the previous appraisal, we also
initiated a diligent search for recent transactions. Our market research
indicated that there were no new comparable sales in the subject market since
our last appraisal in December, 1996 and we have thus relied upon the sales
comparison approach utilized in our previous analysis. The sales comparison
approach was employed as an alternative means to estimate value and was given
limited weight in our final value conclusion.

The Cost Approach is an appraisal procedure which is not applicable and it is
thus acceptable to exclude from the valuation analysis if it will not mislead or
confuse the intended user. Given the property type, age, and nature, the
intended use of the appraisal, the general lack of reliance on the Cost Approach
by typical investors in income producing properties, and that reasonable
appraisers do not believe it to be applicable, we believe the exclusion of the
Cost Approach will not confuse or mislead the intended user of the appraisal and
therefore does not constitute a departure from Standards 1 through 4.

The Income Approach is the most applicable for investment or income-producing
real estate. The strength in this approach is the sufficient market data to
estimate income, expenses, vacancy rate, capitalization rate, and discount
assumptions. Valuation techniques attempt to replicate the analysis performed by
investors when purchasing a property. In the case of the subject property, we
completed the Income Capitalization method as we determined this method would
most accurately reflect the true value of the subject property. Our updated
<PAGE>

Mr. Anthony Rokovich
Page 4
June 23, 1997


valuation considered the updated rent roll, operating expenses and capital
expenditure information provided by American Apartment Communities.

To develop the opinion of value, the appraiser performed a complete appraisal
process, as defined by the Uniform Standards of Professional Appraisal Practice.

This Restricted Appraisal Report sets forth only the appraisers conclusions.
Supporting documentation is retained in the appraiser's file.

HIGHEST AND BEST USE:

Highest and best use as though vacant: multifamily residential development at
the maximum allowable density.

Highest and best use as improved: continued use as an apartment complex with
ongoing upgrades of units when vacated to replace outdated carpets, appliances,
and other interior unit features

SALES COMPARISON APPROACH VALUE CONCLUSION:        $20,130,000
INCOME CAPITALIZATION APPROACH VALUE CONCLUSION:   $21,800,000
FINAL MARKET VALUE CONCLUSION:                     $21,380,000

INDICATED EXPOSURE TIME:  9-12 months

ESTIMATED MARKETING TIME: 9-12 months

We appreciate the opportunity to work with you on this assignment. Please call
Brian Ginsberg at 212-708-8197, if you have any questions or if we can be of
further assistance.

Very truly yours,

/s/ Arthur Andersen LLP
<PAGE>

                                                                         ADDENDA
================================================================================






                                    ADDENDA
<PAGE>

                              INCOME CAPITALIZATION
                             MARINA PLAYA APARTMENTS
                                   JUNE 1,1997


REVENUE                                                                         
                                                                                
Gross Potential Rental Revenue                    $3,865,294                    
Variance/ Concessions                 2.00%       $  (77,306)                   
Vacancy                               2.50%       $  (96,632)                   
                                                  ----------                    
Gross Effective Rent                              $3,691,356                    
Restaurant Income                                 $   85,000                    
Other Income                                      $   80,000                    
Credit Loss                           0.50%       $  (18,457)                   
                                                  ----------                    
                                                                                
Effective Gross Income                                           $ 3,837,899    
                                                                                
EXPENSES                                                                        
Payroll                                           $  245,000                    
Maintenance                                       $  158,000                    
Administration                                    $   27,000                    
Utilities                                         $  184,000                    
Taxes                                             $  240,000                    
Insurance                                         $   62,000                    
Management Fee                        3.0%        $  115,137                    
Ground Lease Base Rent                            $  280,920                    
Ground Lease Percentage Rent                      $  307,477                    
Miscellaneous                                     $   37,000                    
Reserve for Replacement          $300.00 /unit    $   81,600                    
                                                  ----------                    
                                                                                
Total Expenses                                                   $ 1,738,134    
                                                                 -----------    
                                                                                
NET OPERATING INCOME                                             $ 2,099,765    
                                                                                
CAPITALIZED AT                        9.50%                                     
                                                                                
TOTAL VALUE BEFORE CAP X                                         $22,100,000    
                                                                                
Less Capital Improvements                                        $  (285,693)   
                                                                 -----------    
                                                                                
TOTAL MARKET VALUE                                               $21,814,307    
                                                                 $21,800,000 RD
<PAGE>

                                                                   CERTIFICATION
================================================================================

                                  CERTIFICATION

We, certify that, to the best of our knowledge and belief:

1.    The statements of fact contained in this report are true and correct.

2.    The reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions, and is our personal,
      unbiased professional analyses, opinions, and conclusions.

3.    We have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved.

4.    Our compensation is not contingent on an action or event resulting from
      the analyses, opinions, or conclusions in, or the use of, this report.
      Further, this appraisal assignment was not based on a requested minimum
      valuation, a specific valuation, or the approval of a loan.

5.    James T. Sullivan has made a personal inspection of the property that is
      the subject of this report. Brian E. Ginsberg has not inspected the
      property.

6.    James T. Sullivan has provided significant professional assistance to the
      persons signing this report.

7.    We certify that to the best of our knowledge and belief, the reported
      analyses, opinions and conclusions were developed, and this report has
      been prepared, in conformity with the requirements of the Uniform
      Standards of Professional Appraisal Practice (USPAP) adopted by the
      Appraisal Foundation, the Code of Professional Ethics and Standards of
      Professional Practice of the Appraisal Institute and FIRREA regulations.

8.    We certify that the use of this report is subject to the requirements of
      the Appraisal Institute relating to the review by its duly authorized
      representatives.

9.    As of the date of this report, I, Brian E. Ginsberg, MAI, have completed
      the requirements of the continuing education program of the Appraisal
      Institute.

10.   Our conclusion of the fair market leased fee value, as of June 1, 1997,
      was:

      TWENTY ONE MILLION THREE HUNDRED EIGHTY THOUSAND DOLLARS
                                   $21,380,000


                                       /s/ Brian E. Ginsberg
                                       --------------------------------
                                       Brian E. Ginsberg, MAI
                                       Manager, Valuation Services

James T. Sullivan
Contributing Appraiser
<PAGE>

                                                             LIMITING CONDITIONS
================================================================================

                   GENERAL ASSUMPTIONS AND LIMITING CONDITIONS

This appraisal report is subject to the following general assumptions and
limiting conditions:

      1.    No investigation has been made of, and no responsibility is assumed
            for, the legal description of the property being valued or legal
            matters, including title or encumbrances. Title to the property is
            assumed to be good and marketable unless otherwise stated. The
            property is assumed to be free and clear of any liens, easements or
            encumbrances unless otherwise stated.

      2.    Information furnished by others, upon which all or portions of this
            appraisal is based, is believed to be reliable, but has not been
            verified in all cases. No warranty is given as to the accuracy of
            such information.

      3.    This report has been made only for the purpose stated and shall not
            be used for any other purpose. Neither this report nor any portions
            thereof (including, without limitation, any conclusions, the
            identity of Arthur Andersen or any individuals signing or associated
            with this report, or the professional associations or organizations
            with which they are affiliated) shall be disseminated to third
            parties by any means without the prior written consent and approval
            of Arthur Andersen.

      4.    Subject to the provision of the "Fees" paragraph of the engagement
            letter to which this Statement is annexed, neither Arthur Andersen
            nor any individual signing or associated with this report shall be
            required by reason of this report to give further consultation,
            provide testimony, or appear in court or other legal proceedings
            unless specific arrangements therefor have been made.

      5.    This appraisal study has been made in conformance with the
            methodology outlined in the Uniform Standards of Professional
            Appraisal Practice of The Appraisal Foundation and FIRREA
            requirements.

      6.    No responsibility is taken for changes in market conditions and no
            obligation is assumed to revise this report to reflect events or
            conditions which occur subsequent to the appraisal date hereof.

      7.    It is assumed that all required licenses, certificates of occupancy,
            consents, or other legislative or administrative authority from any
            local, state, or national government or private entity or
            organization have been or can readily be obtained or renewed for any
            use on which the value estimates contained in this report are based.

      8.    Full compliance with all applicable federal, state and local zoning,
            use, occupancy, environmental and similar laws and regulations is
            assumed, unless otherwise stated.

      9.    Responsible ownership and competent property management are assumed.
<PAGE>

                                                             LIMITING CONDITIONS
================================================================================

      10.   Areas and dimensions of the property were obtained from sources
            believed to be reliable. Maps or sketches, if included in this
            report, are only to assist the reader in visualizing the property
            and no responsibility is assumed for their accuracy. No independent
            surveys were conducted.

      11.   It is assumed that there are no hidden or unapparent conditions of
            the property, subsoil, or structures that render it more or less
            valuable. No responsibility is assumed for such conditions or for
            arranging engineering studies that may be required to discover them.

      12.   No soil analysis or geological studies were ordered or made in
            conjunction with this report, nor was an investigation made of any
            water, oil, gas, coal, or other subsurface mineral and use rights or
            conditions.

      13.   We have not been engaged nor are we qualified to detect the
            existence of hazardous material which may or may not be present on
            or near the properties. The presence of potentially hazardous
            substances such as asbestos, urea-formaldehyde foam insulation,
            industrial wastes, etc. may affect the value of the properties. The
            value estimates herein are predicated on the assumption that there
            is no such material on, in, or near the property that would cause a
            loss in value. No responsibility is assumed for any such conditions
            or for any expertise or engineering knowledge required to discover
            them. The client should retain an expert in this field if further
            information is desired.

      14.   Arthur Andersen's maximum liability relating to services rendered
            under this letter (regardless of form of action, whether in
            contract, negligence or otherwise), shall be limited to the fees
            paid to Arthur Andersen for its services under this agreement. In no
            event shall Arthur Andersen be liable for consequential, special,
            incidental, or punitive loss, damage or expense (including without
            limitation, lost profits, opportunity costs, etc.) even if it has
            been advised of their possible existence.

      15.   Merrill Lynch & Co. shall indemnify and hold harmless Arthur
            Andersen and its personnel from and against any claims, liabilities,
            third party costs and expenses (including, without limitation,
            attorney's fees but excluding the time of Arthur Andersen personnel
            involved, consequential, special incidental or punitive damages)
            brought against, paid or incurred by Arthur Andersen at any time and
            in any way arising out of a breach by Merrill Lynch of its
            obligations under this agreement.



                                   DISCLAIMER

The appraisal report appearing below is addressed to NationsBank of Texas, N.A.
("NationsBank"). NationsBank does not represent that the presumptions or
conclusions in the appraisals are relevant or accurate and does not endorse the
conclusions set forth in the appraisal. Any value, presumption, or conclusion
regarding the property or properties appraised in the report must be verified
independently of NationsBank. This appraisal has not been approved by
NationsBank and is being transmitted without representation and warranty of
NationsBank.
<PAGE>

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

                                APPRAISAL REPORT
                                        
                             Laurel Tree Apartments
                               1185 Monroe Street
                            Salinas, California 93906
                                       and
                             Harding Park Townhomes
                                1019 Polk Street
                            Salinas, California 93906
                                        
                                        
                 Effective Date of Appraisal: September 28, 1996
                                        
                                        
                                 APPRAISED FOR:
                                        
                           NationsBank of Texas, N.A.
                           Real Estate Risk Assessment
                           901 Main Street, 51st Floor
                            Dallas, Texas 75202-3714
                                        
                                        
                                  APPRAISED BY:
                                        
                                        
                            ROBERT SAIA & ASSOCIATES
                                313 Avalon Avenue
                          Santa Cruz, California 95060

- --------------------------------------------------------------------------------
<PAGE>

                          ROBERT SAIA, MAI & ASSOCIATES
                        Property Appraisers & Consultants
- --------------------------------------------------------------------------------

September 28, 1996

Mr. Gary D. Long
Real Estate Risk Assessment
NationsBank of Texas, N.A.
901 Main Street, 51st Floor
Dallas, Texas 75202-3714

Dear Mr. Long:

As requested, Robert Saia & Associates has completed a market value "as is"
appraisal of both the 157-unit apartment complex known as "Laurel Tree
Apartments" located at 1185 Monroe Street and the 36-unit PUD development known
as "Harding Park Townhomes" located at 1019 Polk Street in Salinas, California.
Although the 36 units are designed and capable of being individually owned and
have separate assessor parcel numbers assigned by Monterey County, the PUD
process was not completed and therefore these units cannot be sold separately.
These units are valued simply as multi-family residential units. As instructed,
both the Laurel Tree Apartments and Harding Park Townhomes have been appraised
together as one complex (i.e., 193 units).

The property rights appraised are those of the leased fee interest. Many of the
units are on short-term leases (less than one year), thus there is no leasehold
or leased fee bonus values to consider. In other words, the fee simple and
leased fee values are the same.

The function of this appraisal is to aid in proper underwriting, loan
classification and/or disposition of the subject property in conjunction with a
pending multi-property portfolio purchase that includes the subject property.
The effective date of the appraisal is September 28, 1996, the first inspection
date of the property.

This report was prepared as a Complete Appraisal, Summary Report following
generally accepted and established appraisal practices that comply with the
Uniform Standards of Professional Appraisal Practice (USPAP) and also in
accordance with the NationsBank Appraisal/Evaluation Guidelines for Appraisers.
As instructed, the cost approach has been omitted. Although the cost approach
has very little relevancy in the appraisal of apartment complexes in this area,
its omission may be considered by some to invoke the Departure Provision.

The Limiting Conditions and Assumptions contained at the conclusion of this
report are a vital part of the appraisal. There are no extraordinary assumptions
that affects the appraisal.


    Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095
<PAGE>

Page 2
Mr. Gary Long

The market value estimate is based on an exposure time of four months. Based on
our analysis and investigation, as discussed in the attached summary appraisal
report, the Market Value "As Is" of the Laurel Tree Apartments and the Harding
Park Townhomes, as of September 28, 1996, is as follows:

- --------------------------------------------------------------------------------
                   EIGHT MILLION FIVE HUNDRED THOUSAND DOLLARS
                                   $8,500,000
- --------------------------------------------------------------------------------

The above is the value of the real estate only. Personal property value is
nominal, and plays no significant role in the operation of the apartments. If
you should have any questions, please contact our office.

Respectfully Submitted,


Robert Saia, MAI
OREA Cert. #AG003191 (exp. 12/7/96)


    Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095
<PAGE>

TABLE OF CONTENTS

Summary of Salient Facts ..................................................    1
Purpose of the Appraisal ..................................................    3
Function of the Report ....................................................    3
Valuation Date ............................................................    3
Property Right Appraised ..................................................    4
Location and Property Identification ......................................    4
Property History & Ownership ..............................................    4
Project Overview ..........................................................    4
The Extent of the Appraisal Process .......................................    5
Competency Statement ......................................................    7
Regional Description ......................................................    8
City of Salinas ...........................................................   19
Salinas Apartment Market ..................................................   22
Neighborhood Description ..................................................   23
Site Analysis .............................................................   24
Current Taxes & Assessments ...............................................   25
Improvement Description ...................................................   28
Highest and Best Use Analysis .............................................   30
The Appraisal Process .....................................................   33
Income Capitalization Approach ............................................   34
Sales Comparison Approach .................................................   54
Reconciliation of the Value Estimates .....................................   64
Marketing Period Estimate .................................................   65
Exposure Period Estimate ..................................................   65
Allocation of F,F&E .......................................................   66
Assumptions and Limiting Conditions .......................................   67
Certification of Appraisal ................................................   70

ADDENDA
Photographs of the Subject Property
Maps
Floor Plans
Apartment Building Sales Sheets
Rent Roll and Operating Statements
Qualifications


    Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095
<PAGE>

                            SUMMARY OF SALIENT FACTS
- --------------------------------------------------------------------------------

CLIENT:                       NationsBank

PROJECT NAME:                 Laurel Tree Apartments/Harding Park Townhomes

NO. OF UNITS:                 193-net rentable (36 units are in Harding Park)

ADDRESS:                      1185 Monroe Street & 1019 Polk Street, Salinas, CA

LOCATION:                     North Salinas

A.P.N.:                       261-591-008 & 003-534-023- 058 & 059-common area

THOMAS BROS. MAP:             T.B. 225 A-1 (Monterey County)

CENSUS TRACT NO.:             105.00

ZONING:                       R-H-2.3 (High Density Residential District)

RENT CONTROL:                 None (No pending)

HIGHEST & BEST USE:
     - As improved            existing apartments
     - As vacant              high density residential development

PROPERTY RIGHTS APPRAISED:    Leased Fee Interest

SALE HISTORY OVER
  PAST 5 YEARS:               None

CURRENT OWNERSHIP:            Betty 0. Thysen Trust

UTILITIES:                    Municipal services (water, electricity and sewer)
                              are available and connected.

LAND AREA:                    7.762 acres plus 36 PUD lots & common area

SITE DENSITY:                 20.23 units per net acre

FLOOD ZONE:                   Zone B per Panel #060202-0001 D (11/4/81)

TOTAL # RENTABLE UNITS        193; Laurel Tree Apartments = 157 and Harding Park
                              Townhomes = 36; a 1br/1ba unit in Laurel Tree is
                              used as the on-site property manager.

YEAR BUILT:                   1977/1984

NET RENTABLE BUILDING
  AREA (sf):                  80,862 + 41,292 = 122,154

COMMON AREA AMENITIES:        Security gated entrances, lawn areas, asphalt
                              drives, concrete walks; Laurel Tree Apartments has
                              one swimming pool, 1 Jacuzzi, 1 exercise room, 1
                              tennis court, & 1 laundry room. Harding Park
                              Townhomes has 1 playground area.

OCCUPANCY CHARACTERISTICS:
No. of Vacant Units:          0
No. of Pending Evictions:     0


Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095       1
<PAGE>

PROJECTED AVERAGE OCCUPANCY
  for the YEAR ENDING 1996:   96-97.0%

GROSS ACTUAL REVENUE
  as reported for 1995:       $1,223,817 (includes "other" income)

ACTUAL MONTHLY RENTAL INCOME
  as reported as of 9/28-96:  $107,520

STABILIZED NET INCOME EST.
as of APPRAISAL DATE:         $671,963

EST. EXPOSURE and
  MARKETING TIME:             2-6 months marketing/4 month exposure

CONDITIONS TO APPRAISAL:      No unusual conditions. Reference is made to
                              Assumptions & Limiting Conditions in Addenda

================================================================================

                        MARKET VALUE "as is":  $8,500,000
                  September 28, 1996 (4 month exposure period)

================================================================================


Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095       2
<PAGE>

PURPOSE OF THE APPRAISAL
- --------------------------------------------------------------------------------

The purpose of this appraisal is to estimate the market value "as is" of the fee
interest for the real estate only.

"Market Value," as used in this appraisal, is defined as "the most probable
price which a property should bring in a competitive and open market under all
conditions requisite to a fair sale, the buyer and seller, each acting prudently
and knowledgeably, and assuming the price is not affected by undue stimulus.
Implicit in this definition is the consummation of a sale as of a specified date
and the passing of title from seller to buyer under conditions whereby:

      o     Buyer and seller are typically motivated;

      o     Both parties are well informed or well advised, each acting in what
            he considers his own best interests;

      o     A reasonable time is allowed for exposure in the open market;

      o     Payment is made in terms of cash in U.S. dollars, or in terms of
            financial arrangement comparable thereto; and,

      o     The price represents the normal consideration for the property sold
            unaffected by special or creative financing or sale concessions
            granted by anyone associated with the sale."

      (*Source: Office of the Comptroller under 12 CFR, Part 34, Subpart
      Appraisals, 34.42 Definitions [f])

"Market value `as is'" means an estimate of the market value of a property in
the condition observed upon inspection and as it physically and legally exists
without hypothetical conditions, assumptions, or qualifications as of the date
of inspection."

FUNCTION OF THE APPRAISAL
- --------------------------------------------------------------------------------

The function of this appraisal is for the exclusive use of NationsBank, its
subsidiaries, and/or affiliates, for loan underwriting purposes in conjunction
with a portfolio purchase that includes this property. It may be used in
connection with the acquisition, disposition and financing of the sale of the
property.

VALUATION DATE
- --------------------------------------------------------------------------------

The date of valuation is September 28, 1996. This is the date of the last
property inspection.


Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095       3
<PAGE>

PROPERTY RIGHTS APPRAISED and DEFINED
- --------------------------------------------------------------------------------

The unencumbered fee simple estate of the property has been valued. This
ownership interest is defined as:

"Absolute Ownership Unencumbered by any other interest or estate; subject only
to the limitations of eminent domain, escheat, police power, and taxation".

Leases of seven to twelve months are considered short in duration and do not
create any favorable leaseholds by the tenants. Technically speaking, the leased
fee interest is being valued, although a percentage of the rental units are on a
month-to-month basis. Because of the nature of a short term lease, as well as a
strong correlation between contract and market rent, the value estimated for the
subject property is essentially reflective of the fee simple interest.

IDENTIFICATION and LOCATION OF SUBJECT PROPERTY
- --------------------------------------------------------------------------------

The subject property in this appraisal consists of both the Laurel Tree
Apartments and the Harding Park Townhomes, both of which are considered in the
North central section of the city of Salinas. "The Laurel Tree Apartments" are
located approximately one block south of West Laurel Drive and immediately east
of the U.S. 101 Freeway. The mailing address is 1185 Monroe Street, Salinas,
California, 93906. The Monterey County Assessor Parcel Number is 261-591-008.
The "Harding Park Townhomes" are located at a security gate entrance at Polk
Street just opposite Harding Street. The mailing address is 1019 Polk Street,
Salinas, California, 93906. The Monterey County Assessor Parcel Number consists
of 36 parcels from 003-534-023 to 003-534-058, plus 003-534-059. A legal
description is included in the preliminary title report which is made a part of
this appraisal.

PROPERTY HISTORY and OWNERSHIP
- --------------------------------------------------------------------------------

Title to the property is vested in:       Paul M. Thysen & Betty 0. Thysen Trust

The property has not transferred over the required reporting period. It is
currently in escrow as part of a multi property portfolio sale.

THE LAUREL TREE APARTMENTS & HARDING PARK TOWNHOMES-OVERVIEW
- --------------------------------------------------------------------------------

Laurel Tree Apartments is a 157-unit apartment complex located on a 7.762 acre
site configured in ten (10) 2-story buildings. An additional 1br/1ba unit is
presently occupied by the on-site manager. The Laurel Tree Apartments is located
directly south of the Laurel Inn Motel, which is located on a three acre site
fronting to West Laurel Drive. and directly across from 1165 Monroe Street, a
professional office center known as Laurel Park. Laurel Tree is accessed from
two asphalt driveway entrances wit security gates. The property was developed in
1977. There is a good mix of units in Laurel Tree represented by studios, lofts,
one bedroom, two bedroom, and three bedroom floorplans.


Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095       4
<PAGE>

There are 155 carport spaces and 99 open parking spaces. The Harding Park
Townhomes is a 36-unit planned unit development located immediately west of Polk
Street behind a security gated entrance opposite Harding Street. This is the
only access point. The project was completed in 1984. The PUD process, however,
was not completed and therefore the 36 units cannot be sold individually and
separately. Harding Park Townhomes has twenty (20) 2 bedroom floorplans and
sixteen (16) three bedroom floorplans. The project is physically separated by a
noise abatement wall from Freeway 101. There are ten (10) clusters of attached
units. There are 36 attached 1-car garage enclosures and 45 open parking spaces.

Amenities offered by the Laurel Tree Apartments include lawn-greenbelt areas,
one swimming pool, one Jacuzzi, one exercise room, one tennis courts, and one
laundry room. The Harding Park Townhomes have a children's playground are in the
northerly section of the development. Utilities provided by the landlord include
water, trash removal, sewer, and basic cable television.

Both the Laurel Tree Apartments and Harding Park Townhomes are served by a
manager's office located in Laurel Tree fronting to Monroe Street. The office is
a former one bedroom floorplan.

In conclusion, the overall exterior appearance of the subject property (both the
Laurel Tree Apartments and the Harding Park Townhomes) is considered above
average to good and reflective of other more recently constructed and competing
high density residential developments within the North Salinas area.

The reader is directed to the Improvement Description of this report for further
comments regarding the individual units and their respective interior
improvements.

THE EXTENT of THE APPRAISAL PROCESS
- --------------------------------------------------------------------------------

The extent of the appraisal process encompasses the necessary research and
analysis to prepare a report in accordance with the intended use, the Uniform
Standards of Professional Appraisal Practice as set forth by the Appraisal
Foundation, and the Standards of Professional Practice of the Appraisal
Institute.

With regard to the valuation of the subject property, the following steps were
involved:

      1.    The property was last inspected and photographed on September 28,
            1996. This date is considered the "effective date" of this
            appraisal.

      2.    The overall exterior sites (The Laurel Tree Apartments and Harding
            Park Townhomes) were personally inspected by the appraiser. The
            on-site office manager provided interior access to each of the
            various unit types within the developments. The appraiser was able


Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095       5
<PAGE>

            to physically measure a representative unit of each different
            floorplan. Management did indicate the existence of one (1) three
            bedroom floorplan only; interior access was not provided (in the
            case of Laurel Tree Apartments).

      3.    Regional, county, city, and neighborhood data were based on
            information taken from a variety of sources, including, but not
            limited to, City of Salinas Planning Department, Monterey County Tax
            Assessor's Office, City of Salinas Public Works Department, City of
            Salinas Building Department, the Association of Monterey Bay Area
            Governments, Salinas Chamber of Commerce, independent private
            studies, newspaper articles and my own files.

      4.    Research and investigation of current market conditions for
            apartment properties in the city of Salinas.

      5.    Interviews with brokers, appraisers, property owners and/or managers
            and lenders, as well as the relevant public agencies as described
            above.

      6.    The highest and best use was formed by information gathered in the
            previous steps.

      7.    After assembling and analyzing information defined in this extent of
            the appraisal process, final estimates of market value by each
            applicable valuation method were made.

      8.    And, finally, a single value estimate from within the concluded
            value by each approach was made. Greatest weight was given to those
            approaches felt to have the most influence on the purchasing
            decision.

Unless otherwise stated in the report, the existence of hazardous materials,
which may or may not be present on the property, was not observed by the
appraiser. The appraiser has no knowledge of the existence of such materials on
or in the property. The appraiser is not qualified, however, to detect such
substances. The presence of toxic or caustic substances or other potentially
hazardous materials may affect the value of the property. The value estimate is
predicated on the assumption that there are not such materials on or in the
property that would cause a loss in value. Any such findings which would
indicate otherwise could result in a decrease in value.


Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095       6
<PAGE>

COMPETENCY STATEMENT
- --------------------------------------------------------------------------------

In accordance with the competency provision in the USPAP, the appraiser
certifies that his education, experience and knowledge is sufficient to appraise
the type of property being valued (apartment complex) and that no appraiser has
provided significant professional assistance to the person inspecting the
subject property in the completion of the analysis other than those mentioned in
the Certification of Appraisal (see Addenda).

Robert Saia, MAI has appraised this property type in the past and has the
knowledge and experience necessary to complete this appraisal assignment. See
Appraiser's Qualifications in the Addenda for additional information.

The appraiser's analyses, opinions and conclusions were developed and this
report has been prepared in conformity with the Uniform Standards of
Professional Appraisal Practice (USPAP) Standards 1-3, and NationsBank appraisal
policy. This appraisal assignment was not based on a requested minimum
valuation, a specific valuation or the approval of a loan.

The Departure Provision in the USPAP was not utilized in the preparation of this
report.

The appraiser's compensation is not contingent upon the reporting of a
predetermined value or direction in value that favors the cause of the client,
the amount of the value estimated, the attainment of a stipulated result or the
occurrence of a subsequent event.

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


Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095       7
<PAGE>

REGIONAL ANALYSIS
- --------------------------------------------------------------------------------

Market value is affected by a number of externalities; e.g., geographic,
economic and environmental, governmental forces, utility, supply & demand and
effective purchasing power. Real estate is affected by externalities more than
any other economic good, service, or commodity. It is imperative that an
appraiser observe and analyze external influences in order to identify patterns
and trends, and how they relate to the subject property. Trends such as
population shifts, declining apartment occupancy rates, or increased housing
sales in an area are relevant in order to understand the real estate
marketplace. Thus the Regional Description & Analysis is important in this
appraisal because it establishes the basis for determining the highest & best
use of a property as well as information used in applying the three approaches
to value. The scope of this regional analysis relates to the type of property
being appraised, its complexity and the approaches used to estimate value.

Monterey County is located in a portion of California that is often referred to
as the "Central Coast," which encompasses the area known as the "Monterey
Peninsula." The county is oriented northwest to southwest, and runs parallel to
the Pacific Ocean. The county has a relatively long and narrow shape, with an
average of only 30 miles; elevations range from sea level to 5,844 feet atop
Junipero Sierra Peak, located 12 miles inland in the Santa Lucia Range.

Monterey County is bounded by the Pacific Ocean on the west, Santa Cruz County
to the north, San Luis Obispo county to the south, and San Benito, Kings and
Fresno counties to the east. The area is located approximately 125 miles south
of San Francisco and 350 miles north of Los Angeles. Approximately 105 miles of
California's 840 miles of coastline lie along the westerly boundary of Monterey
County.

On the whole, Monterey County has a rural orientation, with substantial tracts
of land devoted to agriculture and open space uses. The county encompasses 3,784
square miles, or approximately 2,127,400 acres of land area. An interesting
statistic is that nearly 27 percent of this total county area is government-
owned. Twenty-five percent is owned by the federal government with major
holdings such as Fort Hunter Liggett, Fort Ord, Los Padres National Forest and
Camp Roberts. The remaining two percent is controlled by the state and county.

Geographical location and features exhibit strong influences on the county's
climate. The Pacific Ocean is responsible for the county's Mediterranean
climate, characterized by year round moderate temperatures, cool, dry summers,
and short, rainy seasons. Pacific winter storms are blocked by the Santa Lucia
Range, allowing considerably less rain to fall on the Salinas Valley.
Temperature and rainfall have important implications for the county's two major
economic staples, agriculture and tourism. Mild temperatures allow for
exceptionally long growing seasons for farming. Rainfall patterns, while
following predictably dry weather, require reservoir and ground water storage to
meet year round irrigation needs.

Population

Approximately one half of the county's population lives within the seven
incorporated cities and adjoining unincorporated areas of the Monterey
Peninsula. The eight principal cities are


Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095       8
<PAGE>

Monterey, Marina, Seaside, Sand City, Del Rey Oaks, Pacific Grove, Carmel-by-the
Sea and Salinas. The incorporated areas consist of 31.5 square miles, or about
one percent of the county's total land area. The major factor for the high
population density of the Monterey Peninsula vis-a-vis the rest of the county,
is the unsurpassed natural beauty of the area -- especially the coastline and
beaches.

Based on the most recent U.S. Census (January 1, 1990), the population of
Monterey County grew by approximately 24 percent during the last decade. This
growth has helped push the county's total population up to approximately 382,547
in 1994. For reference, the county's growth rate over the preceding decade was
just under the state's overall gain of 26 percent. In the previous census period
(1970-1980) the county's total population grew 17 percent, from 247,450 to
290,444.

While county's growth has been strong, the level varies from area to area. As
shown below, the population of Salinas, the largest city and the county seat,
increased by 35.2 percent between 1980 - `90. The growth in Salinas constitutes
approximately 43 percent of the county's total population increase during that
period. In contrast, the population of the city of Monterey increased by a more
modest 16 percent over that census period. As shown, not all communities in the
county experienced tremendous population growth. Population growth was much
steadier in the cities of Seaside, Pacific Grove and Del Rey. In large part,
growth in these communities is limited due to a lack of developable land.

MONTEREY COUNTY: Population Growth 1980 - `90
(1990 U.S. Census)
- --------------------------------------------------------------------------------
City/Area                           1980        1990        Total No.   % Change
- ---------                           ----        ----        ---------   --------
Salinas                            80,479      108,777       28,248       +35.2%
Seaside                            36,567       38,901        2,334       +6.4%
Monterey                           27,558       31,954        4,396       +16.0%
Marina                             20,647       26,436        5,789       +28.0%
Pacific Grove                      15,755       16,117          362       +2.3%
King City                           5,495        7,634        2,139       +38.9%
Greenfield                          4,181        7,464        3,283       +78.5%
Soledad                             5,928        7,146        1,218       +20.5%
Gonzales                            2,891        4,660        1,769       +61.2%
Carmel-by-the-Sea                   4,707        4,239         (468)      -9.9%
Del Rey Oaks                        1,557        1,861          104       +6.7%
Unincorporated Areas               84,679      105,252       20,573       +24.3%
- --------------------------------------------------------------------------------

The most recent population estimates show that the population of Monterey
County, based on the January 1, 1995 estimates for California cities and
counties prepared by the State of California Department of Finance, was 382,547.
Recent trends show most of the increase occurring in the Salinas Valley cities
rather than on the Monterey Peninsula. For example, in 1993, the fastest growing
city in the county was Soledad (+6.1%), with nearby Greenfield (+5.3%) and Sand
City tying for second place. Population growth in Soledad is largely
attributable to an expansion of the state Correctional Facility and the
development of two large residential subdivisions. Greenfield's city manager
reported that population growth has been spurred by reasonable prices for single
family detached housing but that future growth is limited due to a lack of land.


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Based on projections by the State Finance Department, released in April 1993,
Monterey County is projected to post a 15.6 percent gain in population by the
year 2000 -- representing an increase to approximately 414,000 people. In
contrast, San Benito's population is projected to increase by 37 percent by the
year 2000; Santa Clara County's by 13.4%; 14.4% for Santa Cruz County; and,
21.6% statewide.

Below are the Finance Department's projections by county through the year 2030.

PROJECTED POPULATION GROWTH
(Calif. Dept. of Finance)
- --------------------------------------------------------------------------------
   County          1990         2000         2010          2020          2030
   ------          ----         ----         ----          ----          ----
Monterey          356,000       414,000      485,300       574,100       670,900
San Benito         37,000        50,700       66,500        83,200       100,900
Santa Clara     1,502,200     1,703,900    1,839,700     1,958,600     2,064,100
Santa Cruz        230,800       264,000      294,800       322,300       354,100
Statewide      29,976,000    36,444,000   42,406,000    48,977,000    56,100,000
- --------------------------------------------------------------------------------

Transportation

The major passenger transportation system in the county is via private
automobile. The freeway system consists of Highways 101, 1 and 183; and, State
Routes 156 and 68. Highway 101 runs north and south from San Francisco, along
the West Bay, and through San Jose toward Los Angeles. Highway 1, the Coast
Highway, runs north and south from the coastal region of San Francisco and
through Santa Cruz toward San Luis Obispo County. Highway 68, the Salinas-
Monterey Highway, intersects with Highway 1 and connects the Monterey Peninsula
with the Salinas Valley to the south and Highway 101 to the north. There are
1,300 miles of county roads and approximately 500 miles of city streets for a
total of 2,000 road miles in the county.

In Monterey County, AMTRAK provides rail passenger service, and the Southern
Pacific Transportation Company provides rail freight service. Salinas is the
only city in the county that now has rail passenger service. SPRR is the main
line between Los Angeles and San Francisco.

The Monterey Peninsula Airport provides air freight and passenger service in and
out of the county. Over the past 20 years, the airport has shown a moderate
growth pattern. In 1970, the number of passengers totaled 411,497. In
comparison, the number of passengers had grown to 523,040 by 1989 (+1.4% per
annum). Today, passenger service is provided by United, Wings West, Pacific
Coast Air and West Air. The cities of Salinas and King City both have municipal
airports. And with the closure of Fort Ord, Marina has discussed plans to
convert Fritzsche Army Airfield into its own municipal airport.

There are harbors at Monterey and Moss Landing (4 miles from the subject) which
have boating facilities with a reported 2,000 small crafts launching from its
ramps every month. Approximately 1,800 transient crafts visit the harbors
annually. Monterey Bay and Monterey harbor areas attract a significant portion
of the tourism industry that provides jobs and an economic base for the Monterey
Peninsula area and the county as a whole.


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Fort Ord and the Military Influence

With its various military installations located throughout the Monterey
Peninsula area, including control of approximately 27 percent of all of the land
in the county, the influence of the military on Monterey County has been
significant. This influence has had a considerable financial impact, including
military and civilian payrolls, local purchase and contracts, construction in
the area, as well as the increase in government aid to local schools due to the
military population in the area. The local housing market has also been
significantly effected by the presence of the military. This impact, however,
has been primarily on the apartment rental market in the communities of Marina
and Seaside. In addition, it has had some minor negative impact on mobile home
parks in the general area. Being approximately 20 miles northeast of Fort Ord,
impact from the base closure has been minimal and not measurable. Given that the
Ford Ord area is not in the immediate environs of the subject property, the
effect of the base closure on the Boronda Manor Apartments has not been minimal.

The closure of Fort Ord was the dominant economic news for the county during
1994. The closing was the single largest national closure to date, with most of
the base's 35,000 residents and $600 million payroll moving to other bases.
Currently, the base's 44 square miles of land is being administered by the Fort
Ord Reuse Authority. Local communities formed the Fort Ord Reuse Authority as an
advisory planning committee which under an agreement formed a Fort Ord Joint
Powers Agency (JPA). The JPA agreement gave voting membership to the cities of
Marina, Seaside, Sand City, Del Rey Oaks, Monterey, and Salinas and extended
non-voting status to Pacific Grove and Carmel. The county is also a voting
member. The premise of the JPA was to create a forum for discussing reuse
issues; to facilitate community involvement and to speed up the decision process
via a cohesive voting unit.

Initially, the base closure stirred dire predictions about the short-term impact
on the county. However, as the closure set in, the immediate economic impact was
much less severe than expected, and limited primarily to the adjacent
communities. Fort Ord was so large that much of the base was self-contained with
its own housing, stores, services, and restaurants.

The long-term prospects after closure are encouraging, assuming the base's land
can be opened to large scale private sector development. In fact, the first
major reuse of the base was the opening of the California State University-
Monterey Bay which opened its doors on August 28, 1995 to 633 students.

The state university at Fort Ord "is expected to grow substantially over the
years, attracting students, well paid employees, research dollars and private
businesses," according to the 1995 BT Commercial Real Overview published in
April 1995.

The Fort Ord complex was the largest military installation in the county with a
total of 28,057 acres - nearly the size of the city and county of San Francisco.
Approximately 22 percent of the base (6,250 acres) was developed with barracks,
housing, motor pools, administrative buildings, and various other support
facilities.


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Other military installations on the Monterey Peninsula include the Presidio of
Monterey, which is the home of the Defense Language Institute (foreign language
school for all branches of the armed forces); the United States Naval Post
Graduate School (NPGS), and the United States Coast Guard Station. The United
States Department of Interior maintains 304,035 acres in the Los Padres National
Forest and 164,503 acres along the Big Sur coast in the Ventana wilderness.

Fort Ord Reuse Plans

After more than six years of planning, the final version of the Fort Ord reuse
plan shows a closed military base converted to a huge community of new homes,
businesses, schools, parks, hotels and golf courses.

The four volume reuse plan, filed in public libraries in the area during the
first week of June 1996 by the Fort Ord Reuse Authority, has evolved from the
days when a 250 member community task force first saw the base as an educational
center.

Along the way, planners ruled out suggestions that Fort Ord might give way to a
"Disneyland in the dunes", an industrial center with 12 story high rises
sprinklered about, or an endless shopping center with no room for houses.

The more realistic, final plan, which the FORA board is expected to act on in
July includes market research, financing analyses, economic forecasts and
population projections.

Still, the numbers in the reuse plan are almost overwhelming:

- -Nearly 4,000 acres of land available for private owners, an area six times the
size of Carmel.

- -More than 13,000 new houses to be built, half as many as now exist in Salinas.

- -About 12 million square feet of industrial parks and office complexes, enough
to fill an area 20 times the size of Del Monte Shopping Center in Monterey.

- -More than 45,000 new jobs in those businesses, a third as many as now exist in
the entire county.

- -A new community of more than 71,000 people, twice as many as now live in
Monterey.

- -About 1,800 hotel rooms, three times as many as the Hyatt Regency in Monterey
and eight times as many as Embassy Suites in Seaside.

- -Development costs of $451 million over the next 20 years, as much money as it
takes to run the city of Pacific Grove for 50 years.

The plan shows development, including the 800 acre military enclave left behind
as the Presidio of Monterey Annex, the 1,300 acre California State University at
Monterey Bay (CSUMB), the 845


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acre Marina Municipal Airport and as many as seven golf courses, covering about
a third of the 44 square file base.

About 18 percent of the land at Fort Ord has been developed. Another 14 percent
is slated to be developed in the next 60 years, according to the reuse plan.

About two-thirds of the base is to be preserved in its natural state by the U.S.
Bureau of Land Management (BLM), the State Department of Parks and Recreation,
the University of California Natural Reserve System, the county, and the city of
Marina.

The environmental impact report for the reuse plan fills one of the volumes, a
327 page document, filed in early June as FORA's proposed final plan.

The environmental analysis doesn't have many specifics because a special state
law allows that at Fort Ord. The reuse plan, which has taken six years and many
political battles to achieve, is seen as a master sketch, with details and
designs to be filled in as individual development projects emerge.

Fort Ord's Impact on the Local Economy

It is extremely difficult to accurately ascertain the full impact that Fort
Ord's closure has had on the local economy because California was suffering
through a recession during the early part of the 1990's when the base was
closing. The recession has made it difficult to isolate how much of the impact
the close of Fort Ord has had on the economy. What has been evident is that
there was a short-term glut of rentals on the Monterey Peninsula. Surrounding
communities, especially Marina, Seaside and Sand City suffered the greatest
negative impact as the closure process evolved. Conversely, the prestigious
residential areas such as Pebble Beach, Carmel and the more upscale areas of
Monterey were not impacted by the closure. Similarly, the City of Salinas'
housing market was not adversely affected to a significant degree.

In the Salinas Valley the base closure has had little to no significant impact.
Rather, population growth and new development in the area of Salinas continued
to be most effected by issues such as the shortage of water and salt-water
intrusion. In general, the Salinas Valley could be described as being somewhat
of an isolated market area. As such, a Salinas Valley location became more
desirable, as investor's uncertainty associated with Fort Ord's closure was
primarily directed at investment properties located on the Monterey Peninsula.

Overall, a somewhat stagnant to moderate housing market appears to be the
continued status for the general area over the short term, although there are
signs that economic conditions are improving. This is especially the case in
nearby Santa Clara County ("Silicon Valley") where the housing and rental
markets have exploded due to strong job growth. Little investment activity
and/or new construction is anticipated in the communities adjoining Fort Ord, at
least until the major issues surrounding the redevelopment/reuse of the base are
resolved. As discussed, there are several issues surrounding the base closure
and its reuse which need to be resolved before the prevailing atmosphere of
uncertainty blanketing the local real estate market is cleared.


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Business / Industry

Monterey County, with a full-time civilian work force of approximately 172,000-
175,000 workers, has two major urban areas - Salinas and the Monterey Peninsula.
As shown on the following page, employment in Monterey County (not including
agriculture) is projected by the Employment Development Department (EDD) to
average 113,100 in 1996, which will be 2,400 jobs above the 1989 annual average.
At just +2.2 percent, this very small gain in jobs reflects EDD's assessment of
the impact of the Fort Ord closure.

Unemployment rates in Monterey County have been consistently higher than for
California as a whole. The seasonal nature of the county's economy accounts for
double-digit unemployment in the winter when agriculture, food processing, and
tourist-oriented industries are at a lull.

Agriculture

While the economy of Monterey County is diversified, agriculture is the county's
leading industry and the mainstay of the local economy. Agriculture provides
approximately 1/4 of the county's basic income. Almost 1/5 of California's top-
producing crop farms are located in Monterey County. With 86 farming operations,
the county ranks second in the state, behind Fresno County with 97 farming
operations. A farming operation is defined as a farm producing a crop with a
value in excess of $4 million. The county ranks third in the state in gross
dollar agricultural production, making it one of the top ten producing counties
in the nation. Monterey County has a total of 976,000 acres used exclusively for
agriculture and another 343,680 are combined agricultural and grazing land. The
county's highly productive agricultural land is often referred to as the "fog
belt" agricultural area of California. The long growing season in this area
makes it possible to grow as many as three crops annually.

Nationwide, the county leads in the production of lettuce, broccoli, artichokes,
cauliflower, mushrooms, and strawberries. According to the county's agricultural
commissioner, strawberries were the third-ranked cash crop in 1994, behind
broccoli and head lettuce.

Despite the damage done by the 1995 historic floods, the crop value for Monterey
County agriculture surpassed the $2 billion mark, after creeping toward the
milestone for several years.

The 1995 crop value, $2.03 billion, market a 4.8 percent increase over 1994.
Among the top 12 crops, the order in terms of dollar value remained almost
identical to that of 1994.

Besides breaking local production records, Monterey County surpassed Kern County
in 1995 to become the third in the state in gross dollar value of agriculture.
It was surpassed by only Fresno and Tulare counties. By the same measure,
Monterey County also is the largest vegetable producing county in the United
States. The crop value for the state of California stands at $20 billion.


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Assuming water for irrigation remains sufficient, employment in agriculture is
projected to increase as growers expand production of vegetables and labor-
intensive strawberry and nursery crops. But because of foreign competition, the
rate of growth will be slower through 1996 than over the past seven years.
Foreign demand for the county's produce remains strong, however. Additional
market growth is also expected as the pre-cut salad mix processing market is
rapidly expanding.

Agriculture continues to be effected by water availability. Even with above
normal rainfall in 1993 and 1996, the effects of years of drought have brought
to focus the water issue. At this time, the issue of sufficient water supply and
overdrafting (saltwater intrusion) are being addressed through water
conservation and other management practices which have included moratoriums on
new development. Other issues facing the agriculture industry include nitrates
leaching into groundwater and soil compaction.

Tourism/Convention Industry

Following agriculture, the health of the county's business and industry is tied
to the tourism/convention industry. According to the California Office of
Tourism, an estimated 5 million visitors spent $1.2 billion in 1991 in traveling
to Monterey County. That total represented about 2 percent of statewide travel
spending that totaled $54.1 billion.

As shown in the following table, Monterey County ranked ninth among the state's
counties in total travel dollars spent in 1991.

TRAVEL IMPACTS BY COUNTY
(Office of Tourism)

- --------------------------------------------------------------------------------
Travel Expenditures Payroll Employment Tax Receipts ($000)

  County             ($000)        ($000)       (Jobs)     Local    &   State
               
Los Angeles       $13,617,556    $3,316,350    154,734    $221,008    $391,987
San Francisco       5,777,445     1,524,457     63,236      99,816     133,011
Santa Clara         1,816,493       414,511     26,269      39,982      62,715
Alameda             1,502,588       353,077     19,663      25,024      46,024
San Mateo           1,496,321       363,301     18,626      26,209      41,447
Monterey            1,062,686       199,309     16,210      29,922      45,087
Sonoma                571,605       117,118      8,788       9,660      26,355
Santa Cruz            385,672        80,350      5,347       7,464      13,561
Napa                  321,794        37,972      5,078       7,023      13,489
San Benito             49,459         8,713        724         591       2,327
- --------------------------------------------------------------------------------

The Association of Monterey Bay Area Governments (AMBAG) estimates that 15
percent of total employment in the county and about 45 percent of all services
and trade employment in the county are supported by tourism. The Monterey County
Hospitality Association estimates that


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the industry is directly responsible for creating over 16,000 jobs locally with
a payroll of nearly $200 million. And including the estimated 10,000 indirect
jobs, the payroll increases to $322 million. By the Monterey County
Hospitality's estimates, the "trickle-down" effect of tourism puts the total
impact at $4 billion to $5 billion. Restaurants, hotels and inns, retail trade,
numerous publications, and a variety of other service-oriented businesses are
directly dependent on the tourist trade for their welfare.

Based on 1989 data, there was a total of 220 lodging facilities in Monterey
County consisting of 10,381 rooms. Because the majority of the tourism industry
is centered around the hotel and convention complexes, it has more of an impact
on the Monterey Peninsula area. The Monterey Peninsula area provides for a
plethora of recreational and cultural activities which in combination with the
natural scenic beauty create a tremendous attraction for tourism. The area has a
number of public beaches that cater to swimming and sunbathing as well as
surfing and scuba diving. In addition to the beaches, there is boating and
sailing as well as two yacht clubs servicing the Monterey Peninsula. The area
also boasts a number of parks and campgrounds, including the Los Padres National
Forest and State beaches and parks. Within these parks and reserves, there are
facilities for riding, hiking, hunting, and fishing. There is also the renown
Del Monte Forest area and its 17-Mile Drive; Cannery Row and Fisherman's Wharf;
as well as the Carmel-by-the-Sea and the ocean-front drives of the peninsula
communities.

The growth of the tourist industry is reflected in the continuous extension of
the visitor season. More and more small business meetings, conventions and
recreational events are now being held on a year-round basis. Although travelers
and visitors to the Monterey Peninsula area come from all over the world, the
primary points of origin are from within California, particularly within one
day's driving distance. Again, attractions such as the Monterey Bay Aquarium and
John Steinbeck's Cannery Row, as well as the Monterey Fisherman's Wharf,
continue to be prime sources of vacation and tourism attractions.

Paralleling the growth of the travel & lodging industry, was the development of
the Monterey Bay Aquarium. The aquarium was approved by the coastal commission
in 1978 and the 60,000 square foot facility was completed in 1985. The entire
cost of the $50 million aquarium was absorbed by the philanthropist/businessman
David Packard. The aquarium drew 2.227 million visitors in its first year and
has averaged approximately 1,730,000 annually through 1991 - making it the
single largest tourist attraction in the county. A substantial expansion to the
facility is now underway. Upon completion of the expansion, attendance is
expected to substantially increase.

Occupancy for hotels and motels often reach 100 percent during peak season on
the Monterey Peninsula. In fact, visitation patterns are being strongly affected
by the lack of available rooms. The major limiting factor to the growth of the
tourist industry in Monterey County in the future will be accommodations and
facilities. According to statistics provided by the Monterey Peninsula Chamber
of Commerce, the average occupancy rate has been approximately 65-75 percent,
although 1996 is turning out to exceed those numbers.

In an effort to further promote tourism, leaders in Monterey County's tourism
industry are beginning an ambitious campaign to market the area. The general
plan is to form an alliance


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among merchants, city officials and representatives of major events such as the
Monterey Jazz Festival and Sports Car Racing Association of the Monterey County.

The strategy for expanding tourism in the county is to spread out the times when
visitors come to the county and to advertise the attractions of the region,
rather than just Monterey, Pebble Beach or Carmel. Traditionally, the tourist
season peaks from Memorial Day to Labor Day. Additionally, the alliance would
like to also extend the average stay from two to three days in the county. To
that effect, tourists would be encouraged to spend time touring the Big Sur
Coast, wineries of Salinas and Carmel Valley, John Steinbeck's Salinas, and even
the lesser-known missions of San Antonio and Soledad.

The concept of "ecotourism" is also being promoted as a means of courting more
visitors to the county. Monterey County, by virtue of its fragile ecosystem,
scenic natural beauty and 20 years of "no growth" planning policy appears
ideally suited to this new industry. Because the future of Monterey County may
very well depend on its natural environment, "ecotourism" represents a mutual
interest of both business and environmentalists. Thus the adverse impacts of
increased traffic, use of precious water and growth of facilities geared to
tourists are sure to be carefully weighed as community leaders look towards
expanding the tourism industry in order to offset losses from the closure of
Fort Ord.

Monterey County's tourist season has traditionally run from Memorial Day to
Labor Day, but recent patterns of hotel occupancy and retail sales show that the
season starts and ends later.

The summer 1995 aquarium attendance was up 10% over 1994. In June and July 1995,
attendance was up 7 percent and 7.6 percent, respectively, over the same months
of last year. August was expected to experience increases of up to 5 percent,
according to Mr. Jim Hekkers, vice president of external affairs at the Monterey
Bay Aquarium.

Commercial Market

The county's office market caters primarily to small local service business,
while most regional and national companies are located on the Garden Road/Ryan
Ranch/Highway 68 corridor, drawn by newer buildings, attractive rents, better
parking ratios, and large contiguous spaces.

The industrial market is "tight" in Monterey County. Vacancies are minimal and
have continued to decline. Contiguous blocks of available space over 15,000
square feet are non existent. Most knowledgeable real estate brokers expect
rents to increase slightly over the next year. New development should be limited
because of minimal available industrial-zoned land.

The local retail market may seem crowded with large shopping complexes on the
drawing boards in Salinas and Sand City, but marketing reports and consultants
say there's room for more.


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Housing Market

Monterey County's real estate sales surged in April/May 1996 with total sales
coming in 67 percent higher than for the month last year. The increased activity
has promoted optimism about a recovering market. The median home price for the
county is approximately $300,000. This is up slightly over the past year.

Regional Description & Analysis - Conclusion

A survey of statistics on agriculture, home sales, retail sales and other
indicators shows that the Monterey County economy is proving wrong the dire
predictions made before Fort Ord closed down. For decades, farming and the
military were the area's two economic mainstays. Today agriculture remains
paramount, but other sectors are changing rapidly to fill the void created by
the base closure.

Jobs

While unemployment estimates remain seasonally high, county business have added
more than 6,000 new jobs in the past 12 months, mostly in agriculture and
service related fields, according to the State Employment Development
Department.

Construction

Although the county construction permits dropped by about 4 percent in 1995,
when compared to the year before, to about $319 million, single family dwelling
starts have bolstered this year's construction, which is about 20 percent ahead
of last year's rate. In addition, government projects are still underway,
including the $100 million Natividad Medical Center in Salinas. Completion is
expected in early 1997. Built around a courtyard, the new facility will offer
patients an array of outpatient services devoted to the needs of families, women
and children. Construction has started on the 680,000 square foot Westridge
Shopping Center in Salinas. It is expected that the Wall Mart Store will open in
February 1997.

Real Estate Sales

Although Monterey County is considered the second least affordable area in the
country, higher priced homes on the Peninsula are still attractive, particularly
to the people in the 45 to 54 age range.

Agriculture

Monterey's total crop ranks third in the state in total dollar value, behind
Fresno and Tulare counties. In terms of vegetable production, the county is the
largest in dollar value in the country. The county's crops amounted to 10
percent of the statewide crop total of $20 billion in 1995.

Tourism

The area's coastline, golf courses and resorts attract visitors from throughout
the world. In 1995, attendance at the Monterey Bay Aquarium was 1.6 million and,
with the opening of the Outer Bay wing in March, attendance is expected to go as
high as 2.2 million this year, according to aquarium officials.


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CITY OF SALINAS-COMMUNITY PROFILE

The City of Salinas, incorporated in 1874, is located eight miles inland from
the Monterey Bay, at the head of the Salinas Valley. The level fertile floor of
the valley tapers to a funnel just north of the City. The original King's
Highway, now called El Camino Real and/or Highway 101, traverses the approximate
center of the valley floor from the Prunedale area of rural north Monterey
County to King City to the south. Other cities located in the valley south of
Salinas includes Chular, Gonzales, Soledad, Greenfield, San Lucas, and San Ardo.
A map of the city appears in the Addenda.

Salinas has been recognized historically as the distribution center for
agricultural products from the Salinas Valley, one of the world's richest, most
fertile growing areas, with approximately 1,000 square miles of land. The
economic base of Salinas has always been agriculturally oriented; however,
during the past decade, rising property values have helped to make the city of
Salinas a bedroom community of the Monterey Peninsula.

Salinas has become the population growth center of the Monterey Bay region.
Recent projections show the city will continue to grow at an annual rate of 3
percent.

There are 100 manufacturing firms in Salinas. The leading group classes of
products are food, electronic components and electrical products. The largest
manufacturing firms in the community are: Simplot Corporation, 550 employees;
National Refractories, 419 employees; Integrated Device Technology, 360
employees; Radionics, 359 employees; and McCormick & Company, Inc. (Shilling),
350 employees.

The city has three distinct geographical business areas: South Salinas, East
Salinas, and North Salinas (where the Laurel Tree Apartments and the Harding
Park Townhomes are located).

South Salinas

"Old Town" is located south of West Market Street, along Main Street in south
Salinas. This area has many specialty retail stores, financial institutions and
restaurants. The City is actively pursuing the redevelopment of "Old Town."
Since 1974, $15 million in private investments, matched by $34 million in
publicly financed improvements, have been committed to this project. This
redevelopment has revitalized the area and has attracted many new commercial
tenants to this part of the city. This redevelopment is to include the Steinbeck
Plaza, which is anticipated to be a much-heralded showpiece of the city's
downtown district. It will consist of a mixed land-use project for the blighted
100 block of South Main Street and will include a five-story, 94 room hotel with
rooftop restaurant; a five story, 110,000 square foot office building with
conference rooms and retail shops; a four level parking garage; restaurants with
a total seating of 400; and a 33,000 square foot public plaza that will include
an amphitheater.

County and city government offices are located in the south Salinas area. This
part of the city is generally known as the financial center. It has the highest
concentration of larger office buildings. One of the largest tenants in south
Salinas is the County of Monterey and its support service


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agencies. Salinas is the county seat of Monterey County. As the county seat,
Salinas serves as the area's center for finance and agribusiness. It has
captured nearly 40 percent of the county's office development.

North Salinas

The north Salinas business district of the city is located along North Main
Street, south of Boronda Road and north of East Laurel Drive. The Northridge
Regional Shopping Center, with over 120 specialty shops, three savings and
loans, a bank, theater complex, and four major department stores, is located in
this area of the city. In 1985, Northridge concluded a four year expansion,
representing an investment of over $55 million. Convenience stores, financial
institutions and other neighborhood stores are also located along North Main
Street, which connects the north and south Salinas areas. Over the past five
years, with the development of Northridge Shopping Center, north Salinas has
become the retail center of the city. Office development in this part of the
city has generally been directed toward smaller buildings.

East Salinas

The East/Alisal area of Salinas is generally described as that part of the city
that is located east of Highway 101 and Natividad Road. The central commercial
district is located along East Alisal. Portales de Alisal, a three level mix of
retail shops and day care center, as well as medical and other professional
offices, are planned on approximately eight acres located in the 500 block of
East Alisal Street, in the Hebbron Heights neighborhood of the Alisal District.
Neighborhood retail shops, small professional office users and trades people
comprise the typical tenant profile in the east Salinas area.

Vacancy in this area is low. Very few spaces are for lease. New retail space has
leased very well as evidenced by the strong activity of a 19,600 square foot
retail/shopping center located at 45 Sanborn Road.

Population & Growth Percentage-City of Salinas vs. Monterey County

================================================================================
            Year              Monterey County     City of Salinas
================================================================================
            2000                   422,710             144,500
- --------------------------------------------------------------------------------
            1995                   370,996             122,390
- --------------------------------------------------------------------------------
            1990                   355,657             108,777
- --------------------------------------------------------------------------------
            1980                   289,861              80,479
- --------------------------------------------------------------------------------
            1970                   247,450              58,896
- --------------------------------------------------------------------------------

Monterey County-Employment by Industry

================================================================================
                               1992         1998 (projected)   Percent Change
================================================================================
      Agriculture             30,600            32,900               8%
      Services                28,300            32,000              13%
      Retail Trade            23,700            25,700               8%
      Government              27,900            26,300              -6%
      Manufacturing            8,900             9,800              10%


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      Finance, Insurance,      6,300             7,000              11%
      Real Estate                                          
      Transportation &         5,100             4,900              -4%
      Public Utilities                                     
      Wholesale Trade          5,000             5,100               2%
      Construction             3,900             4,200               8%
      Mining                     300               200             -33%

Local Economic Developments-City of Salinas

Early in 1996 the Salinas Valley Maximum Security Prison opened its new
operation with its expanded correctional facilities. The new facility added
nearly 700 new employees; an additional 800 new employees (the highest
percentage are correctional officers) have recently been added, and by the
beginning of 1997 an additional 450 new employees may be added. The recent
hirings have already impacted the local apartment housing market throughout
Salinas; interviews with numerous apartment managers have indicated that large
numbers of newly-leased units are to correctional officers working at the
Soledad State Correctional Facility; extremely limited housing within the city
of Soledad have heavily impacted the demand for rental units in Salinas,
considered only an approximate twenty (20) mile northerly commute from the
prison. Increases in the city's services, retail trades, manufacturing,
construction, and finance sector have resulted in a stronger demand for
affordable multi-family housing units. The current shortage of rental units has
been primarily the result of local economic activity. The expansion of the
Westridge Shopping Center, a 650,000 square foot retail center, is within one-
half mile of the subject property and includes a Wall Mart Store opening in
February, 1997; this will also increase housing demand in the North Salinas
area. Household Credit Corporation recently hired 200 new employees in 1996.

Residential Growth-City of Salinas

The Salinas Valley has long been an attractive area for homebuyers, especially
first-time buyers who are looking for an affordable home in Monterey County. The
average annual growth rate over the past 10 years was nearly 2 percent, and, as
a result of continuing developments throughout both Monterey County and Salinas
itself the rate should approximate 3 percent for the remaining few years to
2000.

Salinas has been moving forward with several new developments that will add
thousands of new people to the city by the time the next U.S. Census is taken in
the year 2000.

The Harden Ranch subdivision in North Salinas, for example, includes 1,683
single family homes, 719 multifamily units and an area for churches, schools and
a park. Creekbridge subdivision is a mix of new homes, including 1,000 single
family homes and 1,030 multifamily units. The Williams Ranch subdivision in East
Salinas was planned for 1,551 homes and 519 condominiums or apartment units.

If there are any restrictions to growth in Salinas it's the agricultural land
that surrounds the city. The city's master plan for growth forbids city
officials from considering new building projects to the south and west of the
city limits because that land is some of the richest, most productive


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farmland in California. "Slow" of "No-Growth" policies will limit Salinas'
development in the south and west portions of the city; therefore, future
developments will concentrate more heavily in North Salinas, in the vicinity of
the Laurel Tree Apartments the Harding Park Townhomes.

City of Salinas-Apartment Market Analysis

Below is a simple chart illustrating the structural and vacancy characteristics
estimated for the City of Salinas, as of September 28, 1996, the effective date
of this appraisal. From a total of 35,902 housing units within the city, 13,247
units are considered multi-family (2 or more units in a structure). This equates
to 36.9 percent. This estimate includes apartment units in plan check or
currently under construction.

                                All Housing Units

================================================================================
             1 unit      1 unit                                        Mobile
  Total     detached    attached   2-4 units  5-9 units   10+ units    homes
================================================================================
 35,902*     18,077      2,942       3,239      3,236       6,772      1,636
- --------------------------------------------------------------------------------

*     Information provided by the Monterey County Association of Realtors and
      Association of Monterey Bay Area Governments.

Utilizing the number of apartment units indicated above there currently exists
13,247 apartment units. Since the end of 1992, no apartment units have been
built until 1996; the overall number has remained relatively constant for a
number of years. Based on the current estimated population of Salinas of 122,390
and applying a 35% multifamily ratio provides for a total renter population of
approximately 42,837. Dividing the renter population by the average 3.21
household size (estimated by the Association of Monterey Bay Area Governments)
suggests that the City of Salinas would need 13,345 apartment units to
accommodate this demand. Comparing this to the current apartment inventory of
13,247, a deficiency of 98 units exists. If this analysis is accurate, then this
explains why the market as a whole is experiencing a very low to no vacancy rate
at this time as reported by various apartment building managers throughout North
Salinas, South Salinas, and East Salinas. Again, this is very consistent with my
findings based on interviews with on-site managers, property managers, brokers
and other appraisers.

The Salinas apartment market is very tight with many of the larger
professionally managed complexes reporting 98%-100% occupancy with a waiting
list. The market has tightened up because of several factors including the
recent expansion of the Soledad prison facility wherein they recently hired
approximately 1,200 employees. As previously indicated, Household Credit
Corporation recently hired 400 new employees and a host of other ancillary
businesses have been hiring in and around Salinas. Additionally, the population
has been growing at approximately 3,500 new residents per year. Much of this
growth is due to the migration from Santa Cruz, Los Angeles, and San Jose. Many
of these people are purchasing homes in the newly-developed master plan
communities and many are renting. According to many of the on-site property
managers renters are coming from as far as San Jose which is approximately 3/4
of an hour drive north. Rents are significantly higher in San Jose. Rents in
Salinas are estimated at between $250 and $500 below San Jose rents and
therefore is attracting tenants who view making the commute an attractive
alternative to paying higher rents.

Following are the results of a survey performed by this appraiser of ten (10)
apartment complexes within the City of Salinas as of the date of this appraisal.
The average apartment building size was


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146 units. The survey indicates the name of the complex, total number of units,
total number of vacant units, and total number of units "on notice".

                        Apartment Survey-City of Salinas
                               September 28, 1996

================================================================================
                                       Total No.     No. Vacant      Units
          Name                          Units          Units       On Notice
================================================================================
Cypress Creek Apartments                 288             0            12
- --------------------------------------------------------------------------------
Cypress Landing Apartments               112             0             0
- --------------------------------------------------------------------------------
Los Padres Apartments                    220             4             2
- --------------------------------------------------------------------------------
Mariner Village Apartments               176             1             3
- --------------------------------------------------------------------------------
Northridge Park Apartments               232             3             3
- --------------------------------------------------------------------------------
Kipling Manor Apartments                  92             0             0
- --------------------------------------------------------------------------------
Olive Tree Apartments                     34             1             0
- --------------------------------------------------------------------------------
Shadowbrook Apartments                    88             3             0
- --------------------------------------------------------------------------------
Sheridan Park Apartments                 116             0            10
- --------------------------------------------------------------------------------
Village Green Apartments                 104             0             4
- --------------------------------------------------------------------------------
             TOTALS                    1,462            12            34
- --------------------------------------------------------------------------------

This particular sample surveyed represents only 11.04 percent of the total
number of apartment rentals in the city of Salinas. Based on information from
the above respondents a vacancy rate of .8 percent was indicated. If one
includes the number of "units on notice" (tenants who plan to vacate within 30
days), the vacancy rate becomes 3.15 percent. Most of the tenants who have given
notices to vacate are considered "seasonal workers" engaged primarily in the
agricultural trades, according to property managers surveyed.

NEIGHBORHOOD DESCRIPTION AND ANALYSIS

The subject property is located in a north central section of the North Salinas
area of the city bounded by West Laurel Drive north, U.S. 101 Freeway west and
south and by N. Main Street to the east. The area as defined is nearly
triangular in shape and contains a total of approximately .25 square miles.

Immediate Neighborhood Environs

Three of the four (4) corners at the signalized intersection of N. Main Street
and West Laurel Drive in a neighborhood commercial zone are improved with
gasoline service stations: BP, Beacon and Shell Oil. Laurel Plaza office and
retail center occupies a fourth corner. Continuing in a westerly direction along
West Laurel Drive and moving towards the subject property a professional law
office building (1-story) is near Baldwin Street; The Reef Apartments occupy the
southwest corner of Parkside Street. Located at 801 W. Laurel Drive, and
immediately north of the Laurel Tree Apartments and at the freeway entrance to
the U.S. 101, is the Laurel Inn on a three acre site. The southeast corner of
Monroe Street at West Laurel Drive is improved with a Quick-Stop convenience
market and a Wash-Dry center. Referred to above in this report located directly
across the street from Laurel Tree Apartments is a professional office center
known as


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Laurel Park. Nearly fifty (50) percent of the "neighborhood" as defined is
improved with older, average quality detached single family California bungalows
dating to the 50's and 60's.

SITE ANALYSIS
- --------------------------------------------------------------------------------

General: Laurel Tree Apartments & Harding Park Townhomes

Based on a plat map furnished by our client (a copy is included in the Addenda),
the site for the Laurel Tree Apartments contains a total of 7.762 acres. A
survey of the site has not been made, and it is assumed that the Plat Map is
correct. The site, which includes one separate legal parcel, has an irregular
shape; please refer to the County Assessor's Plat Map on the following page. For
the Harding Park Townhomes, the site consists of all of lots 1 through 36
inclusive, and Lot "A", as shown on that certain subdivision map entitled, Tract
No. 887, Harding Park Townhouses with map recorded March 6, 1980 in Book No. 14,
"Cities and Towns", Page 22, Monterey County Records.

Topography and Drainage:

The topography of both of the sites is predominantly level to slightly rolling.
Drainage is believed to be adequate.

Access:

The Laurel Tree Apartments has two (2) different access driveways, both with
security gates and both fronting to Monroe Street only. The Harding Park
Townhomes, on the other hand, has only one access which is provided by a
security gated entrance from Polk Street just opposite Harding Street.

Utilities: All major utility services are available and connected to the
property. These utilities include sewer, water, electricity, cable television,
and telephone services. Sewer service is provided by the Monterey Regional Water
Pollution Agency. The capacity of the sewer plant is 30 million gallons per day.
Water is provided by the Alco Water Service and California Water Service
Company. For both water companies combined, the maximum daily pumping capacity
is 45,383,680 gallons per day. Quantity rates are $.7091 per 100 cubic feet.
Natural gas and electric power are provided by Pacific Gas & Electric (PG&E).
Local telephone service is provided by Pacific Bell. The City of Salinas
Department of Public Works has adopted a master plan of storm drains. Charges
are assessed on all on-site costs, plus off-site fees.

Site Hazards:

The subject property is located in a designated FEMA Zone "B", according to
Community Panel Map Number # 060202-0002 D, dated November 4, 1981. The "B"
designation does not require flood insurance.


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Earthquake Fault Zone

The property is not located in any known earthquake fault zones. However, the
region is subject to periodic earthquake tremors. We know of no particular
reason why the site would be at a greater risk than other area properties.

Rent Control:

Monterey County does not have rent control. The county does have an
"inclusionary housing" program that provides for affordable "low-income"
housing. Low and moderate housing assistance is available through a variety of
programs offered by the Housing Authority of Monterey County, the City of
Salinas and CHISPA, a non-profit housing developer. Apartment complexes for low-
income families, the elderly, handicapped and farm-labor families are located
throughout Salinas. The city has established a Housing Trust Fund to help
increase the supply of affordable rental units as well as opportunities for home
ownership.

Contamination/Toxics:

We have inspected the property with the due diligence expected of a professional
real estate appraiser. It is important to note, however, that the appraiser(s)
are not qualified to detect hazardous waste and/or toxic materials. Such a
determination would require investigation by a qualified expert in the field of
environmental assessment. To our knowledge, there are no potentially hazardous
materials that would affect the valuation and/or marketability of the property
as of the date of valuation.

The appraised value of both the Laurel Tree Apartments and the Harding Park
Townhomes is specifically predicated on the assumption that there are no
hazardous materials on or in the property that would cause a loss in value.

Easements and Restrictions:

Normal public utility easements are assumed that are not considered to adversely
affect marketability.

Site Analysis Conclusion

In summary, the Laurel Tree Apartments complex has a site consisting of 7.762
acres on one parcel improved with 157 rentable units. All utilities are
available, including sewer service, electricity, gas, telephone and cable
television. The site lies in Flood Zone "B" (no flood insurance required). Zone
"B" is typical of the neighborhood. The Harding Park Townhomes is appraised as a
multi-family residential development consisting of 36 rentable units within a
planned unit development.

TAXES AND ASSESSMENT ANALYSIS

In the State of California, property is enrolled at 100% percent of market
value, as determined by the Assessor upon transfer of ownership or significant
new construction. The maximum tax rate cannot exceed one percent of the enrolled
value, plus general and/or special assessment bonds and fees approved by the
voters.


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The Monterey County Assessor Parcel Number for the Laurel Tree Apartments is
261-591-008. The assessed value allocated between land and improvements, for
the tax year 1996-97, is as follows:

            Land:                                         $  433,893

            Improvements:                                 $2,690,170

            Personal Property:                            $   76,100

            Total Assessed Value                          $3,200,163

The Monterey County Assessor Parcel Number for the Harding Park Townhomes is
003-534-023 to 003-534-058 and 003-534-059 (common area). Each of the
individual 36 units are identically assessed with an allocation between land and
improvements, for the tax year 1996-97, as follows:

            Land:                                            $ 8,205

            Improvements:                                    $40,206

            Personal Property:                                 $ -0-

            Total Assessed Value:                            $48,411

For the Laurel Tree Apartments, real estate taxes for the 1996-97 tax year are
$33,319.36. Direct assessments of $1,172.16 are included. For the Harding Park
Townhomes, real estate taxes for the 1996-97 tax year (including all 36 units)
is $18,712.80. Direct assessments of $602.28 are included. The tax rate for both
properties is 1.004660 percent per $100 of full cash value. Direct assessments
are imposed by the North County Water Regional Agency (.004660) is added, of
course, to the one (1) percent base tax rate as specified by Proposition 13 for
California. There are no special assessment bonds, according to the Monterey
County Tax Collector Department. Both installments have not been paid for 1996-
97. The reader should refer to the preliminary title insurance report for
specific amounts of any unpaid previous tax installments. The first installment
for 1996-97 is due November 10, 1996. The tax rate area for both the Laurel Tree
Apartments and the Harding Park Townhomes is 005-022.

Re-assessment of Laurel Tree Apartments & Harding Park Townhomes: Proposition 13

The current tax amounts for the 1996-97 tax year will not remain the same
beginning on July 1, 1197. According to Proposition 13 for California, the
subject property will be re-assessed, most likely based on the new sale price or
market value at time of sale. The assessments will be based on full cash value
using a tax rate per $100 of full cash value. The passage of Proposition 13
establishes a maximum property tax of one percent of full cash value. The


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mandated one percent (1%) property tax level converts to a $1.00 base tax rate.
The additional rate imposed by the Water Regional Agency will be added to the
$1.00 base rate.

ZONING DESCRIPTION AND ANALYSIS

The Laurel Tree Apartments and the Harding Park Townhomes are currently under
the zoning designation of R-H-2.3 by the City of Salinas. This zoning
designation specifically refers to a high density residential district. Section
37-44 addresses specific purposes of the particular district's regulations. They
are as follows:

(1) To provide appropriately located areas for high density multiple family
dwelling units consistent with the General Plan and with standards of public
health and safety established by the Salinas Municipal Code.

(2) To provide adequate light, air, privacy, and open space for each dwelling
unit and protect residents from the harmful effects of excessive noise,
population, density, traffic congestion and other adverse environmental impacts.

(3) To promote development of affordable housing by providing a density bonus
for projects in which a portion of the dwellings are affordable to qualifying
households.

(4) To achieve design compatibility through the use of site development
standards.

(5) To protect adjoining low density residential districts from excessive noise
or loss of sun, light, quiet, and privacy resulting from proximity to
multifamily dwellings.

(6) To provide sites for public and semipublic land uses needed to complement
residential development or requiring a residential environment.

(7) To ensure the provision of public services and facilities needed to
accommodate planned population densities.

For a comprehensive list of all property development regulations under the R-H-
2.3 Zoning District the reader may refer to the Addenda of this report.

Parking Requirements-On-site

Division 18-Off-Street Parking and Loading Regulations of the City of Salinas
Municipal Code lists all use classifications. For multifamily residential
complexes containing over ten (10) units, the off-street parking and loading
requirement is 1.6 spaces per unit.

The Laurel Tree Apartments has 158 carport spaces and 99 open spaces for a
combined total of 257 spaces. Harding Park Townhomes has 36 garaged spaces and
45 open spaces for a combined total of 81 spaces. It appears that the subject
property meets all applicable city zoning, building and parking requirements.


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IMPROVEMENT DESCRIPTION AND ANALYSIS

The Laurel Tree Apartments were constructed in 1977 and contain a total of ten
(10) two-story buildings configured on a 7.762 acre site. There are a total of
158 rentable units in five (5) floorplans; one unit is used as the office
manager for the complex. The unit is a 1br/1ba floorplan. The net rentable
building area is 80,862 square feet. There is also a large separate laundry
room. The Laurel Tree Apartments are considered Class D Building(s) Construction
Type V (wood frame) of the Uniform Building Code. Class D buildings are
characterized by combustible construction. The exterior walls are made up of
closely spaced wood studs with an exterior stucco-masonry covering. The roof is
supported by a wood truss system with a concrete slab floor on 1st floor area.
The upper floor (2nd story) consists of plywood sheets. Also, the subject is in
a class of construction referred to as protected one-hour construction.

The Harding Park Townhomes were constructed in 1984 and contain a total of ten
(10) buildings located on a planned unit development with a common area
consisting essentially of asphalt paved driveways and parking areas plus a
children's playground area located at the northern-most section of the
development. There is a masonry noise abatement wall separating the site from
U.S. 101 Freeway to the immediate west of the development. There are a total of
36 rentable units in two (2) floorplans. The two bedroom floorplans are
constructed on one level only. The total net rentable building area is 41,292
square feet. All units contain interior washer/dryer areas that are located in
the attached 1-car garages. The Harding Park Townhomes are attached and are
considered Class D Building(s) Construction Type V (wood frame) of the Uniform
Building Code. Class D buildings are characterized by combustible construction.
The exterior walls are made up of closely spaced wood studs with an exterior
wood siding, in this case. The roof is supported by a wood truss system with a
concrete slab floor on first floor area. The upper floor (2nd story) consists of
plywood sheets. Also, the Plaza Apartments is in a class of construction
referred to as protected one-hour construction.

Unit Mix-Laurel Tree Apartments

================================================================================
               TYPE                     UNITS                AREA (sf)
================================================================================
              STUDIO                      48                     399
- --------------------------------------------------------------------------------
              LOFT                        60                     520
- --------------------------------------------------------------------------------
              1BR/1BA                     24                     542
- --------------------------------------------------------------------------------
              2BR/1BA                     24                     700
- --------------------------------------------------------------------------------
              3BR-2BA                      1                     702
- --------------------------------------------------------------------------------
              TOTAL                      157                  80,862
- --------------------------------------------------------------------------------
                                                
Interior Improvements: Laurel Tree Apartments

Floor coverings consist of wall to wall carpeting over concrete slab in lower
levels and over plywood subfloor in upper levels. Vinyl flooring is in kitchens
and bathrooms.  Gas heating is included. The kitchens have Formica countertops,
free-standing gas range and ovens, garbage


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disposals, stainless steel sinks and dishwashers. Each of the ten (10) buildings
are served with individual hot water heaters. Bathrooms are improved with tile
wainscoting and cultured marble vanities. Overall condition is considered good.
Many of the units have recently been upgraded with new carpeting and interior
painting.

Unit Mix-Harding Park Townhomes

================================================================================
               TYPE                     UNITS                AREA (sf)
================================================================================
            2BR-1BA                       20                     975
- --------------------------------------------------------------------------------
            3BR-2.5BA                     16                   1,362
- --------------------------------------------------------------------------------
            TOTAL                         36                  41,292
- --------------------------------------------------------------------------------

Note: Information regarding the individual unit sizes was made available by
drawings of floorplans provided to the appraiser by Lincoln Management Company.
The appraiser was provided access to representative floorplans of each
particular unit and has verified the accuracy of the floorplan and gross living
area, for both the Laurel Tree Apartments and the Harding Park Townhomes. The
inspected units are considered representative of the complex. It is assumed that
the condition of the interior units are similar with some variation.

Interior Improvements: Harding Park Townhomes

Tile floor entry areas over concrete slab are typical. All of the units have
brick fireplaces with tile hearths. Floor coverings consist of wall to wall
carpeting over concrete slab in lower levels and over plywood subfloor in upper
levels. Vinyl flooring is in kitchens and bathrooms. There is central forced air
gas heating. Built-in electric range and ovens, Formica counters, fan and hood
combinations, garbage disposals, and dishwashers are typical kitchen amenities.
There are areas located within attached garages for washer/dryer. There are also
enclosed patio yards with sliding glass door access from living rooms. Recent
upgrading has taken place with new exterior painting and installation of mini-
blinds. The overall condition is good.

Effective Age: Laurel Tree Apartments & Harding Park Townhomes

The actual age of the Laurel Tree Apartments complex is 19 years. An average
quality Class D apartment project is estimated to have a total economic life of
fifty (50) years. This is based primarily on the performance of many comparable
properties built in the 1940's and 1950's still in existence in Monterey County
and capable of attracting tenants due to upgrading and above-average
maintenance. In addition, the Marshall and Swift Cost Valuation Service provides
reasonable support for an estimated total economic life expectancy of fifty (50)
years. Because the Laurel Tree Apartments has undergone substantial recent
upgrading under the current management to date it is the appraiser's opinion
that an estimated overall effective age of twelve (12) years is considered
reasonable and supportable. The actual age of the Harding Park Townhomes is 12
years. The Harding Park Townhomes is also considered representative of average
quality Class D apartment projects. Due to the recent complete exterior painting
and above-average maintenance and continual upgrading and


Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095      29
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replacing of appliances, for example, it is my opinion that an effective age for
this development is estimated at 10 years.

Remaining Economic Life: The remaining economic life of the Laurel Tree
Apartments is estimated at 38 years, although it certainly could be longer or
even shorter. This estimate is made by deducting the effective age of 12 years
from total economic life of 50 years. Also, the remaining economic life of the
Harding Park Townhomes is 40 years, based on a total economic life of 50 years.

External Obsolescence

Because some of the apartment units located in both the Laurel Tree Apartments
and the Harding Park Townhomes are in relative close proximity to U.S. 101
Freeway, the Lincoln Property Management was consulted as to any adverse effects
that these rental units may have experienced in attracting and maintaining
tenants over a reasonable period of time. No significant problems have occurred
in renting any of the few units that are located close to the freeway, which is
separated by a 12' noise abatement wall and adequate distance setbacks. There is
no difference in rental rates (i.e. rent loss) between apartment units located
in close proximity to the freeway and from interior sections of the
developments.

HIGHEST AND BEST USE ANALYSIS

Definition

Highest and best use, as used in this appraisal, is defined as that reasonable
and probable use that will support the highest present value, as defined, as of
the effective date of the appraisal, September 28, 1996. Alternatively, that
use, from among reasonably probable and legal alternative uses, found to be
physically possible, appropriately supported, financially feasible, which
results in highest land value.

The above definition of the "Highest and Best Use" is in reference to land that
is unimproved. In cases of improved land, a determination of the contributory
value of the improvements to the land must be made. The improvements found on a
site may be of inappropriate use, but will continue until the land value exceeds
the total value of the property in its existing use.

Discussion

Our opinion of the highest and best use of the subject land parcel will be
supported based upon our analysis of the four tests outlined below:

      1.    Legally Permissible Use. This type of use is legal and conforms to
            the zoning assigned to property, as well as to the City's planning
            goals.

      2.    Physically Possible Use. The shape, size, and available utilities
            are adequate to serve this use.


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      3.    Financially Feasible Use. Population and immediate income statistics
            support the feasibility of the highest and best use based upon the
            quantity, quality, and distribution of the income and its
            prospective users.

      4.    Maximally Possible Use. An analysis of which possible legal uses
            will produce a net return and/or create value to the site.

All three standard appraisal approaches to value are affected by the highest and
best use. Therefore, valuation is highly dependent upon the conclusions set
forth by this analysis.

Physically Possible

Section 37-46 of the City of Salinas Municipal Code specifies a minimum lot size
of 7,200 square feet in a R-H-2.3 high density residential district. The Laurel
Tree Apartments has a site size of 338,113 0 square feet. A minimum of 1,800
square feet is required for each unit, according to Section 37-46 of the
Regulations. Based on this requirement, therefore, the site is physically
capable of being developed with the current apartment improvements. This same
analysis is also applicable to the Harding Park Townhomes planned unit
development.

Legally Permissible

The subject is zoned and general plan designated to allow high density
residential uses. As existing, the subject is a legal and conforming use. Both
the Laurel Tree Apartments and Harding Park Townhomes are legally permissible
under the current zoning regulations.

Financially Feasible In evaluating the most reasonable and probable use of the
vacant site, we considered the demographics of the surrounding area, land use
patterns, local market supply and demand, general market conditions, and the
physical characteristics of the property itself.  The most feasible and
marketable use for the subject site(s) appears to be for apartment use, given
the present shortage of rental housing in Salinas, which is a result of the
local economy and current growth of Salinas. Rapid changes in market conditions
which were previously discussed in the Neighborhood and City Sections indicate
apartment and multi-family housing as the most reasonably probable use of the
subject property.

Maximally Possible Use

The final of the four tests in the highest and best use analysis is the use that
maximizes the land value by providing the highest return. This test must be
considered sequentially with the prior three tests; it makes no difference that
the most probable highest value is a apartment complex, for example, if the
zoning does not permit this use.  The most profitable use is a multi-family or
apartment use. This is largely based on the fact that the current improvements
are apartments and are configured on the sites as such. At the present time, the
City of Salinas Planning Department recognizes through its general plan the R-H-
2.3 high density residential district of the subject's neighborhood in North
Salinas and is aware of the changing market conditions and rental shortage that
exists in the City of Salinas.  There is virtually no availability of vacant
land in South Salinas for apartment use, for example, since that area is


Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095      31
<PAGE>

primarily designated as agricultural land. The City is encouraging the future
development of high density residential land in the North Salinas section of the
city.

Highest and Best Use Conclusion - As Improved

In conclusion, the highest and best use of the Laurel Tree Apartments, as
improved, is apartment use.

In conclusion, the highest and best use of the Harding Park Townhomes, as
improved, considering its planned unit development configuration, common area,
and individual tax parcels as recognized by Monterey County, is most likely a
sale of all 36 units at market values under the assumption, of course, that the
individual units could be sold separately. For purposes of this appraisal,
however, the Harding Park Townhomes are considered as multi-residential units,
since there is no evidence that the PUD process has been completed as of the
appraisal date, September 28, 1996.

Highest and Best Use Conclusion - As Vacant

In conclusion, the highest and best use as vacant is a multi-family or
apartment-type use.


Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095      32
<PAGE>

THE APPRAISAL PROCESS
- --------------------------------------------------------------------------------

The estimation of a real property's market value involves a systematic process
in which the appraisal problem is defined and the data required is gathered,
analyzed and interpreted into an estimate of value. Traditionally, three methods
of valuation have been used in appraising: the Cost, Sales or Market Comparison
and Income Approaches.

In the Cost Approach, the value of the site is first estimated by comparing it
to similar sites that have recently sold or are currently offered for sale.
Replacement cost new of the improvements is determined by reference to actual
costs of similarly constructed properties. Depreciation from all sources is then
deducted from the replacement cost new of the improvements to arrive at the
present value. The depreciated value of the improvements is added to the
estimated land value to arrive at the total value by the cost approach. In this
appraisal, however, NationsBank has requested that the cost approach be omitted
from this appraisal assignment. The cost approach has been determined to have
little to no significant applicability in the valuation of 10 to 30 year-old
multi-family properties due largely to the subjectivity involved with estimating
depreciation in older properties. Moreover, cost and value are oftentimes not
the same.

The Sales Comparison Approach involves comparison of the subject to similar
properties that have recently sold or that are offered for sale. These sales are
reviewed for differences from the subject in the date of sale, location of the
site, physical characteristics and other factors. The comparable properties are
then adjusted to formulate a value range for the property being appraised.

The third of the three valuation techniques is the Income Capitalization
Approach. This approach involves estimating net operating income, and
discounting this income to a present worth through the capitalization process.
For most income-producing properties, including apartments and multi-family
properties, this is the better valuation technique.


Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095      33
<PAGE>

INCOME CAPITALIZATION APPROACH
- --------------------------------------------------------------------------------

The first and primary approach applied to the valuation of the subject is the
income capitalization method. This technique involves conversion of future
anticipated income into an estimate of present value by the capitalization
process. This procedure involves three steps as indicated below:

      1.    Estimate gross income from available rental information and the
            subject's operating history;

      2.    Estimate and deduct vacancy and collection loss allowance and
            operating expenses to derive net operating income; and,

      3.    Select an applicable capitalization method or methods, develop the
            appropriate capitalization rate, and complete the necessary
            computations to derive an economic value indicated by the income
            capitalization approach.

Required Information

Documents that are helpful to better estimate value under the Income Approach
include the following:

      o     Income/Expense statements

      o     Personal Financial Statements of Owner (if applicable)

      o     Rent Roll

      o     Lease Agreements

      o     Other (service agreements)

Income and expense statements. Operating statements provided by management over
the past year and eight months are included in the Addenda.

Personal Financial Statements. The owner's personal financial statements are not
required to appraise the property, but can be helpful under certain
circumstances. While market value intrinsically assumes transfer to a willing
and knowledgeable buyer at market price, financial statements of the owner often
provides insight into the current management quality and style of the property.
An undercapitalized owner, for example, may not be able to institute correction
of deferred maintenance that will enhance livability. As such, occupancy and
rates may suffer from inadequate level of maintenance, which results in loss of
reputation. Financial statements of the subject ownership have not been
reviewed. However, based on conversations with management and the overall good
maintenance level and high occupancy of the property, it can logically be
assumed that ownership is capable of operating the property in a strong
professional manner. Based on conversations with management, and inspections of
other properties owned by Thysen and managed by Lincoln Property Residential,
the subject has been operated in a professional manner and there appears to be
no operational problems at this time.

Rent Roll: A roll of the current tenants have been provided by management as of
September 28, 1996. As of the inspection date, seven units were unoccupied, but
five of these have been leased


                                                                              34
<PAGE>

to new occupants who have yet to move in (i.e., 1.03% vacancy). There is no
vacancy in the Harding Park Condominiums.

Lease Agreements: A copy of the standard 2-page residential rental agreements
have been reviewed, and have been included in the Addenda. All tenants are on
short-term 7, 8 and 9 month leases. The rental agreements are typical of others
used in the marketplace. Utilities, except for water, trash and basic cable are
paid for the tenant. There is a late charge of $30 if management elects to
accept rent after the third of the month, and a $20 returned check fee. No pets
are allowed without written consent. Use of the premises shall be for a private
residence only. No more than three persons shall occupy a one bedroom unit; no
more than 5 are allowed in a two bedroom. Occupancy limits are strongly
enforced. First month and security deposits are collected prior to the tenant
moving in.

Capital Improvements: Capital expenditures over the past two years have also
been reviewed and/or discussed with the property manager. Improvements to the
property over the past year and half include exterior paint (entire complex),
new landscaping, new appliances and carpets in most units.

Occupancy trends: In addition to the above, occupancy trends of the complex have
been reviewed. Since Lincoln Property took over as managers, occupancy has been
increasing. Increased occupancy has also been due to an improving rental market.
The new management has also qualified tenants better which have resulted in less
turnover and less evictions. There are no rental specials at this time.

Other:  According to management, the laundry machines are owned by the service
company.

Subject Asking Rents

As of September 28, 1996, the following monthly rents (all unfurnished) were
being charged at the subject complex:

                             LAUREL TREE APARTMENTS

 26         Studios           399sf      $450             $1.13/sf   $11,700
 22         Studios           399sf      $495             $1.24/sf   $10,890
 60         1Br/loft          520sf      $540             $1.04/sf   $32,400
 24         1Br/1ba           542sf      $560             $1.03/sf   $13,440
 24         2Br/1ba           700sf      $675             $0.96/sf   $16,200
  1         3Br/1ba           702sf      $800             $1.14/sf   $   800
                                         ----             --------   -------
157                                      $544/avg. unit   $1.05/sf   $85,430


                             HARDING PARK TOWNHOUSES

 20         2Br/1ba           975sf      $775                $0.79   $15,500
 16         3Br/2.5ba       1,362sf      $895                $0.65   $14,320
 --                         -------      ----             --------   -------
 36                                      $828/unit           $0.72   $29,820
                                                                           
TOTAL 193                                $597/unit                  $115,250
                                                                    --------

                                                                              35
<PAGE>

Note: There may be some size variances in LaurelTree complex; only a few
representative units could be measured. The "market" or asking rents at Harding
Park are clearly below market potential.

All rents include water, trash removal and basic cable. Tenants pay their own
gas and electric (Pacific Gas & Electric Company), telephone, and premium cable
channels. To qualify, prospective tenants must have three times the monthly
rental rate and a positive credit report and previous rental history. There is a
$25 application fee (includes credit report). The application fee is
non-reimbursable.

The above price list was set in September 1996. Management periodically surveys
other complexes in the area in order to maintain market rental levels.

As can be noted on the rent roll in the Addenda, some of the subject apartment
units are already at the new "market" price levels. Those units with leases
expiring will be moved to the new rates. At this time, there is a difference of
approximately 2+/- percent between the market and actual rents (i.e., actual
rents lag about 2 percent below market). However, it appears that the "market"
rents in the Harding Park project are below potential, as based on our rental
survey.

Rent Survey and Analysis

In order to determine whether the subject rentals are at or within a market
rental range, a survey of competing complexes was made. This analysis involved a
comparison of amenities and facilities offered by competitive projects with
those offered by the subject.

The competing complexes considered most helpful in estimating the subject
economic or market rental level are summarized on the following pages.


                                                                              36
<PAGE>

                            RENT COMPARABLE NUMBER 1

Name:                    CYPRESS CREEK

Location:                162 Casentini Street, Salinas

Age/Type:                9 years old/ two-story garden design - 288 units

- --------------------------------------------------------------------------------
                           Type           Rent           SF        Rent/SF
                           ----           ----           --        -------
Monthly Rent:            1BR/1BA =      $725-750         750       $0.97-1.00

                         2BR/2BA =      $925-950       1,000       $0.925-0.95
- --------------------------------------------------------------------------------

Utilities included
  in Rent:               water and trash

Recreational Amenities:  Tennis, heated pool, sauna, racquetball, spa, w/d
                         hookups, laundry rooms

Vacancy:                 0% (some units will become available in next few weeks)

Comments:                Nine year old project; good tenant appeal. Located off
N. Main Street. Close to shopping, schools, freeway. Deposit=$300/400. $25 per
month extra with lease (either 6 or 9 months). Pet deposit of $400 (cats). Good
demand over past year. Source: (408) 758-3008

                                [GRAPHIC OMITTED]


                                                                              37
<PAGE>

                            RENT COMPARABLE NUMBER 2

Name:                    FOX CREEK

Location:                36 W. Alvin, Salinas

Age/Type:                1986/ two-story garden design - 168 units

- --------------------------------------------------------------------------------
                           Type           Rent           SF        Rent/SF
                           ----           ----           --        -------
Monthly Rent:            1BR/1BA =        $625           708       $0.88

                         2BR/1BA =        $725           875       $0.83

                         2BR/2BA =        $750           986       $0.76
- --------------------------------------------------------------------------------

Utilities included
  in Rent:               water and trash

Recreational Amenities:  Tennis, heated pool, sauna, spa, exercise room, w/d
                         hookups in all units, laundry rooms

Vacancy:                 0% (some units will become available in December)

Comments:                Ten year old project; good tenant appeal. Located off
N. Main Street. Close to shopping, schools, freeway. Deposit = $250. Pet deposit
of $350 (20 lbs.). Good demand over past year. No units available. Some units
may become available in December. Carport parking plus open. No specials. Month-
month rentals.  Source: (408)449-1800

                                [GRAPHIC OMITTED]


                                                                              38
<PAGE>

                            RENT COMPARABLE NUMBER 3

Name:                    CYPRESS LANDING

Location:                552 Rico Street, Salinas

Age/Type:                1989/ two-story garden design - 112 units

- --------------------------------------------------------------------------------
                           Type           Rent           SF        Rent/SF
                           ----           ----           --        -------
Monthly Rent:            1BR/1BA =      $655-690       750+/-      $0.87-0.92

                         2BR/1BA =      N/A

                         2BR/2BA =      $765-825       975+/-      $0.78-0.84\5
- --------------------------------------------------------------------------------

Utilities included
  in Rent:               water and trash

Recreational Amenities:  Tennis, heated pool, sauna, spa, exercise room, some
                         units have fp's (all 1/br's), laundry rooms

Vacancy:                 0% (some units will become available in October)

Comments:                Good tenant appeal. Located in north Salinas. Close to
shopping, schools, freeway. Deposit = $350/450. Good demand over past year. No
units available.  Some units may become available in October. Carport parking
plus open.  No specials. 6 and 12 month leases ($15/mo. taken off 12 mo lease).
Source: (408)424-4343

                                [GRAPHIC OMITTED]


                                                                              39
<PAGE>

                            RENT COMPARABLE NUMBER 4

Name:                    NORTHPOINTE

Location:                196 E. Alvin Drive, Salinas

Age/Type:                1976/ two-story garden design - 138 units

- --------------------------------------------------------------------------------
                           Type           Rent           SF        Rent/SF
                           ----           ----           --        -------
Monthly Rent:            1BR/1BA =        $568           648       $0.87-0.92

                         2BR/1BA =        $620           735       $0.84

                         2BR/1BA =        $669           835       $0.80
- --------------------------------------------------------------------------------

Utilities included
  in Rent:               water and trash

Recreational Amenities:  Tennis, heated pool, sauna, spa, exercise room, some
                         units have fp's (all 1/br's), laundry rooms

Vacancy:                 1% (only one unit available at survey time)

Comments:                Avg-Avg+ tenant appeal. Located in north Salinas. Close
to shopping, schools, freeway. Deposit = $300/400. Good demand over past year.
Carport parking plus open. No specials. 6 month leases. Source: (408)443-1776

                                [GRAPHIC OMITTED]


                                                                              40
<PAGE>

                            RENT COMPARABLE NUMBER 5


Name:                    THE REEF APARTMENTS

Location:                333 W. Laurel Drive, Salinas

Age/Type:                1960's/ garden court design - 54 units

- --------------------------------------------------------------------------------
                           Type           Rent           SF        Rent/SF
                           ----           ----           --        -------
Monthly Rent:            1BR/1BA =      $530-545         625       $0.87

                         2BR/1BA =        $650           800       $0.81

                         Studio  =        $450           400+/-    $1.13
- --------------------------------------------------------------------------------

Utilities included
  in Rent:               water and trash

Recreational Amenities:  pool only

Vacancy:                 0% (none at time of survey; waiting list)

Comments:                Avg tenant appeal. Located in north Salinas. Close to
shopping, schools, freeway. No specials. Source: (408) 449-1680

                                [GRAPHIC OMITTED]


                                                                              41
<PAGE>

                            RENT COMPARABLE NUMBER 6

Name:                    SHERIDAN PARK

Location:                1450 N. First Street, Salinas

Age/Type:                1983+/ two-story garden design - 116 units

- --------------------------------------------------------------------------------
                           Type           Rent           SF        Rent/SF
                           ----           ----           --        -------
Monthly Rent:            1BR/1BA =        $570           630       $0.90

                         2BR/1BA =        $620           800       $650
- --------------------------------------------------------------------------------

Utilities included
  in Rent:               water and trash

Recreational Amenities:  Heated pool, 2 sauna, spa, laundry rooms, security
                         gates

Vacancy:                 0% (none at time of survey)

Comments:                Avg-Avg+ tenant appeal. Located in north Salinas. Close
to shopping, schools, freeway. Deposit = first month's rent plus key deposit.
Carport parking plus open. No specials. No units available, but 10 units will be
in November. Source: (408) 449-8203

                                [GRAPHIC OMITTED]


                                                                              42
<PAGE>

All rental rates quoted in the survey are month-to-month or short-term leases.
None of the complexes surveyed in this report had long-term leases. All
complexes are garden style two and/or three-stories of similar vintage and
design as the subject. All are located in the general subject neighborhood.
Typically, rents include water and trash removal. None of the complexes were
offering any specials.

Rental Number 1 represents Cypress Creek, located at 162 Casentini Street,
nearby the subject. This is a 288-unit complex built in 1987. It is of good
quality and in good condition. Amenities include tennis courts, heated pool,
sauna, racquetball, spa, laundry hookups, laundry rooms and carport parking. No
promotional specials or concessions. Leases are 6 and 12 month terms. Security
deposits are $300 and $400 (depending on the unit size). Pets are allowed with a
$400 deposit. One bedroom units are reported at 750 square feet, and rent from
$725 to $750, depending on variation of location within the complex. Two
bedroom/two bath units measure 1,000 square feet and rent from $925 to $950, or
$0.93 to $0.95/sf Only four units are available. This is one of the newer and
better quality complexes in Salinas and is similar in many respects to the
subject. Like Rental Number 2 below, it is comparable to the subject, but
superior.

The subject does not offer the recreational amenities nor does it have the
appeal as Rental #1. On a per unit basis, the subject should definitely rent
lower than $725 for one bedrooms, and $925 for two bedrooms.

Rental Number 2 represents the 168-unit Fox Creek Apartments, located at 136
West Alvin Drive nearby the subject in north Salinas. The overall quality and
condition are good. No promotional specials or concessions. Leases are 6 and 12
month terms Security deposits are $250. Amenities consists of a pool, spa,
weightroom, clubhouse, laundry rooms, and tennis courts. Some units have
washer/dryer hookups. There are 76 one bedroom, 24 two bedroom/one bath, and 68
two bedroom/two bath units. One bedroom units are reported by management at 708
square feet, and rent at $625 per month, or $0.88/sf Two bedroom/ one bath units
are 875 square feet, and rent at $725 per month, or $0.83/sf Two bedroom/two
bath units are 986 square feet, and rent at $750 per month, or $0.76/sf Current
vacancy is zero.

Like Rental #1, this comparable is superior to the subject as it contains more
recreational amenities and is newer. This comparable is useful in setting the
upper end of the per unit rental range for the subject. It is clear that the
subject one bedroom units should rent below $625, and the two bedrooms should
fall below $725 per month.

Rental Number 3 is the 112-unit Cypress Landing Apartments located at 552 Rico
Street, nearby the subject in north Salinas. This is a newer complex built in
1989. It is of good quality and in good condition. There are 36 one bedroom and
76 two bedroom/ two bath units. One bedroom units measure approximately 750
square feet and are $640-665 per month. Two bedroom units are approximately 975
square feet, and rent from $745-795 per month. Amenities include a pool, spa,
clubhouse and carport parking. Some units have fireplaces. No rental concessions
or specials. The property is close to shopping, freeway access and schools. The
overall appeal is good. Only one unit is currently available. As with the
previous two comparables, Rental #3 is superior to the subject.


                                                                              43
<PAGE>

Rental Number 4 is the 138-unit Northpointe Apartments located at 196 East Alvin
in North Salinas nearby the subject. This is a two-story garden complex built in
1976. The overall quality and condition are above average to good. The location
directly off N. Main is close to shopping, schools and freeway access. The
complex has 1, one bedroom unit currently available at $568/month, and 1, two
bedroom/one bath unit at $620/month. Two bedrooms reportedly rent as high as
$669 per month. One bedrooms range from 624 to 648 square feet, and two bedrooms
contain 735 to 835 square feet. Rents include water and trash. Security deposits
are $300 for one bedrooms and $400 for two bedrooms. Leases of six months are
required. There are no specials or concessions. Pets are not allowed. Amenities
include two laundry rooms, and one swimming pool.

The appeal, age and level and quality of amenities are similar to the subject.
The subject has an advantage of having security fencing. Overall, this
comparable provides good support for the subject "market" rents (with the
exception of the three bedroom units).

Rental Number 5 represents The Reef Apartments, a 54-unit garden court design
complex built in the 1960's. This complex is also located in north Salinas
nearby the subject. It is older than the subject, and has slightly less appeal.
This complex is renting one bedroom units at $530 to $545, and two bedroom units
at $650 Studios are $450 per month. All rents include water and garbage. The
subject offers superior appeal in that the rent includes basic cable and
security gates. Given these differences, the subject should rent about $20 to
$25 per month higher. Overall, Rental #5 gives good support to the subject
"market" rents by bracketing at the lower end.

Rental Number 6 represents Sheridan Park, located nearby the subject. This is an
average quality property that features security gates.  Rents are $570 for one
bedrooms and $620 per month for two bedroom/one bath units. Water and trash
removal are included in the rent, but basic cable is not. The overall quality
and appeal are similar to the subject. According to management, there are no
available units at this time. Overall, this is an excellent comparable for the
subject.

Other: In addition to the above primary comparables, several other complexes
including many owned by Thysen in the Salinas marketplace were considered.
Thysen owns another 12 complexes in Salinas (most are in North Salinas).
Although not enough to "set" the market, the number of complexes controlled by
Thysen has an influence on rental levels. Thysen property managers (employees of
Lincoln Property) regularly refer clientele to other Thysen complexes. Still,
there are more than enough competing projects to make it difficult if not
possible to "control" the market.

Market Rental Conclusion

The six primary comparables strongly support the current subject "market" rental
rates for the subject's one and two bedroom units; however, the three bedroom
units (Harding Park) at only $0.65/sf are below market. Although few complexes
have three bedroom units, it is clear from the two bedroom rentals that the
subject three bedroom units should rent closer to $1,000 per month than the
quoted $895 per month. This is in part due to their larger size, but also to
enclose garages, security gates and newer condition.


                                                                              44
<PAGE>

Of the complexes surveyed (including those not shown in this appraisal) which
consisted of about 2,000 total units, overall vacancy is running between 1-2
percent. Most had no vacancy. Some had only a few units available. A few
managers stated that units should become available in November and December as
seasonal workers go home. When a unit does become available, it typically takes
3 to 7 days to re-rent. However, in several cases, the unit is pre-leased
(rented prior to the occupant moving out).

Subject Market Rental Income (@ 100 percent Occupancy)

Based on market rents, the subject would have a monthly gross rental income of
$115,230 based on the current asking "market" rents. However, we believe that an
additional $1,680 per month (from an increase in 3br units) should be added to
better reflect market potential. Consequently, the "market" rental income is
estimated at $116,910, or $1,402,920 on an annual basis.

Actual Reported Income

Shown below is a table outlining collected revenue for 1994, through August 31,
1996. Rental income for September 1996 is also shown.  Income statements are
shown in the Addenda.

================================================================================
                      1994            1995                 YTD ('96)   Sept. 96
================================================================================
*Gross Rents:      $1,053,223      $1,142,846($518/un)     *$816,682    $107,520
- --------------------------------------------------------------------------------
Laundry            $   21,189      $   23,324              $ 19,784       N/A
- --------------------------------------------------------------------------------
Other              $   65,503      $   57,647              $ 48,545       N/A
- --------------------------------------------------------------------------------

* - collected rents (not including vacancies)
N/A = Not available

Rental Income Estimate: Almost all of the subject's total income is derived from
rents. Rental income has increased steadily over the past 1.5 years. This is due
in part to new management and an improving rental market.

The actual rental income for the month of September 1996 was $107,520, or $557
per unit. This amount does not include vacant/vacant pre-leased units. The
market rent for the vacant units total $5,025, or $628 per unit on average.
Blending this with actual rental income, results in a gross scheduled rental
income of $112,545, or $583 per unit. This is 5.7 percent below market
potential. We have used $112,545 or $1,350,540 annualized for stabilized gross
rental income.

Laundry: The laundry income is stabilized at $15,000 per year. This is
consistent with other complexes of this size and with the subject's prior past
years of operation.

Other: Other income consists of retained deposits, late charges, nsf checks, and
miscellaneous charges to tenants. The large percentage of this category relates
to security deposits. Although forfeited security deposits and late charges are
a source of income, it is not included in the reconstructed operating statement
as part of ongoing cash flows. This is largely because this type of income was
not accounted for in the computation of gross and net operating incomes for the
comparable sales. By including other income for the subject but not the
comparables, would be overstating value. However, other income has been
considered in the overall valuation.


                                                                              45
<PAGE>

Total Gross Income: Total gross income is estimated at $1,365,540; rounded to
$1,365,000.

Vacancy and Collection Loss

In estimating a stabilized vacancy factor, several factors were considered.
First, vacancy has decreased over the past few years due to new management and
improving market conditions. The property has been upgraded over the past year.
Meanwhile, market conditions have improved due to an expanding economy. The
resurgence of "Silicon Valley" 70 miles to the north, the new Soledad
Correctional facility, and several thousand feet of regional shopping space has
created many new jobs. The new Wal-Mart in this area will also expand the retail
base, and bring in new jobs.

As of the inspection date, the subject complex is running a zero vacancy. This
is consistent with comparable Salinas projects. However, units are expected to
become available and occupancy will not remain at 100 percent. Annual vacancy
has been low, according to management (about 2-4 percent).

In addition to vacancy, consideration must also be made for ongoing collection
loss. In the case of the subject, collection loss has been reduced from previous
years due to the stricter qualifying policies. There are no pending evictions.
Consideration should still be made for collection loss. A reasonable stabilized
collection loss rate is 1 to 2 percent of gross income.

Assuming continued good professional management, vacancy and collection loss
should run at approximately 5 percent on average. There is the strong
possibility that vacancy and collection will fall below this estimate over the
next 12 to 24 months; however, longer-term, consideration should be made for
decreased economic activity which could result in "softer" rental conditions.

Effective Gross Income

The effective gross income is estimated by deducting five percent from estimated
gross income, as shown below:

- --------------------------------------------------------------------------------
            Gross Annual Income:                         $ 1,365,540
            Less: Allowance for Vac/Collection (5%)          (68,277)
                                                         -----------
            EFFECTIVE GROSS INCOME                       $ 1,297,263
- --------------------------------------------------------------------------------

Expense Analysis

In order to estimate the value of the property by the income capitalization
approach, expenses must be deducted from effective gross income to arrive at a
net operating income estimate. Like other types of income property, apartment
property expenses are a function of services provided as well as physical and
geographical characteristics of the property itself.  Operating and "fixed"
expenses vary from complex to complex, but generally fall between 33 to 45
percent of revenue (gross income), including replacement reserves.

Expenses can be broken down into per unit per year (or month), or as a
percentage of rental revenue or effective gross income. Expenses as a percentage
of income change depending on


                                                                              46
<PAGE>

revenue levels. It can be difficult to compare apartment expenses on a line-by-
line basis. No two apartment complexes are alike.

Shown on the following page is a recent operating history of the subject.
Expense categories are analyzed and discussed below. It should be noted that new
management took over in 1995; expense records previous to 1995 are not complete
and do appear to reflect current conditions.

Real Estate Taxes & Direct Assessments

California state law requires the reassessment of any parcel upon change of
ownership. The market value of the subject property intrinsically assumes a
hypothetical sale. Therefore, it is necessary to estimate real estate taxes
based upon market value.

In the State of California, property is enrolled at 100 percent of market value
as determined by the County Assessor upon transfer of ownership or significant
new construction. The maximum tax rate cannot exceed 1 percent of the enrolled
value, plus general assessment bonds and fees approved by the voters. Enrolled
value can be increased by a maximum of 2 percent per year, absent transfer, or
new construction, based on the cost of living. Under Proposition 8, approved
subsequent to Proposition 13, value can also be decreased to reflect current
market conditions. The actual taxes are below what the new taxes would be based
upon market value. According to the Monterey County Tax Collector Department,
there are no special assessment bonds. The tax rate is 1.05 percent of assessed
value.

Since market value has not yet been estimated by the income capitalization
approach, a technique which adds the composite tax rate reflecting the ad
valorem taxes to the capitalization rate has been used. The resulting value
estimate is then multiplied by the composite tax rate to obtain the amount of
new taxes. This method gives only an approximation since the assessed value may
not necessarily be the sale price (or market value). In addition, the value
conclusion by the sales comparison approach has been used as a guide. Applying
the tax rate, results in new taxes of $89,000+/-

================================================================================
                       SUBJECT PROPERTY OPERATING HISTORY
================================================================================

Expense Item                            1994          1995      Y-T-D (8/96)
- ------------                            ----          ----      ------------
      Payroll                         $107,178      $136,437      $ 86,174
      Utilities                       $133,212      $152,013      $ 79,180
      Insurance                       $ 60,020      $  8,245         $ N/A
      Taxes &                         $ 50,033      $ 42,854      $ 25,880
        License & Permits             $    140      $  2,023      $  1,884
      Management Fee                       N/A      $ 30,485      $ 28,619
      Administrative                  $ 13,042      $ 25,465      $  8,465
      Maintenance & Repair            $ 89,815      $202,979      $ 65,484
      Gardening/Landscaping           $    359      $ 26,693      $ 16,000
      Cable T.V                       $ 18,396      $ 16,830      $ 12,700
      Security                             423      $  8,321      $  6,000
                                      --------      --------      --------
                                      $472,618      $652,354      $330,386

================================================================================
      TOTAL             Per Unit (Rd)   $2,448/unit   $3,380/unit   $2,569/unit
================================================================================


                                                                              47
<PAGE>

Note: Maintenance & repair expense in 1995 is inflated due to installation of
new carpets and extra supplies. Many of the above categories are group expenses
(e.g., pool supplies and maintenance is under Maintenance and Repairs).

License and Permits

In addition to taxes, apartment properties incur license and permit fees. These
fees have been approximately $2,300 per year over the past two years. As such,
the stabilized estimate is $2,300 ($ 13/unit).

Payroll

The manager lives in the complex and the unit rent is included in his
compensation. Payroll expense was reported at $136,437 in 1995, or $707 per
unit. This includes payroll taxes, state compensation insurance, unemployment
taxes, wages for manager and office workers as well as maintenance personnel,
and bonus. To date in 1996, this category is $86,174, or $670 per unit
annualized. This expense has been stabilized at $675 per unit, or $130,000.

Utilities

Utility expense includes water, trash, basic cable, sewer, electrical for
exterior site lighting and for other common amenities, including laundry
facilities, filtering equipment for the pool, lighting for the clubhouse, etc.;
tenants pay their own telephone, electric and gas, and premium channel cable.
The subject units are individually metered.

Trash removal service is included in the monthly rent for all units. Utility
expense can be estimated on a price per unit or on a price per square foot
basis. The projects with the greatest amount of amenities and larger unit sizes
generally show the highest rates of utility expenses. In 1994 and 1995,
utilities were reported at $133,212 and $136,437, respectively. The annualized
projection for 1996 based on the first eight months is $670 per unit. We have
stabilized this expense at $800 per unit, which is consistent with prior years
and other apartment complexes throughout the region.

Insurance

Insurance expense has been stabilized at $100 per unit as based on similar
complexes throughout the region. Actual insurance expense does not appear
accurate (e.g., $60,020 in 1994).

Management Fee (Supervisory Management)

Lincoln Property Company has been managing the property over the past year and
one-half. The reported fee was $30,485 for 1995. To date in 1996, the fee has
been $28,619. The fee will increase with the increase in rental. Normally,
management companies will charge from a low of 3 for large projects to a high of
6 percent of collected rent for smaller complexes. This expense has been
stabilized at 4 percent of effective gross income.


                                                                              48
<PAGE>

Maintenance and Repair

This category includes on-going maintenance and repairs that include the common
areas, plumbing, pool, and electric. This category also includes building/pool
supplies, appliance replacement and decorating supplies. In 1995, most carpets
were replaced. This level of replacement does not recur on an annual basis, thus
an adjustment is required in stabilizing this expense. M&R in 1994 was reported
at $70,892, or $377 per unit. Normally, maintenance and repair ranges from 4 to
7 percent of effective gross income, or $400 to $600 per unit. The actual
subject expense has been substantially higher due to the refurbishing of the
complex over the past year. It should also be noted that this category does not
include landscape/gardening and exterminating contracts or wages for maintenance
personnel.

Administrative

This category consists of advertising and promotion, office supplies, computer
expense, legal, credit check expense, and miscellaneous expense such as
stationary, postage, etc. As shown in the Income & Expense Statement prepared by
Lincoln Property Residential, a management fee paid to Lincoln is included under
this category. In this analysis, the management fee has been separated and
discussed under its own category. Administrative expense has been stabilized at
$20,000.

Gardening/Landscaping/Cable T.V./Security

Landscaping is contracted to a private landscape company. Basic cable is
included in the rent, thus it is an expense to the landlord. Security patrol and
exterminating are also contracted. Total expense reported in 1995 was $51,844.
The total for the first eight months of 1996 is $34,700. We have stabilized this
category at $50,000.

Replacement Reserves

Most owners do not utilize the replacement reserve account during the analysis
or operation of an apartment complex. Rather, capital improvement items are
often expensed as they are incurred. However, since capital expenditures affect
the investor's cash flow, an analysis of the property's value must account for
these expenses in the form of appropriate reserves for replacement.

Reserves for replacements are estimated at 2.5 percent of EGI, which equates to
$32,000. This takes into account the current average - good condition, and
recently completed capital improvements of the project. Items which are commonly
associated with a reserve account include repaving of drives, replacement of
underground utility pipes and electrical conduit, roof and foundation, as well
as resurfacing of the pool new appliances, etc. (i.e., items that are not
normally expensed year to year).

Net Operating Income

Total stabilized expenses and collection loss allowance amount to $3,240 per
unit. This also equates to 48 percent of effective gross income. It should be
noted that as a percentage of income, expenses are higher at the subject than
they are for many complexes in this region. The reasons for this include: (1)
basic cable service included in the rent; and (2) rents are relatively low in
comparison to complexes in neighboring counties, thus as a percentage of income,
expenses appear high. This will probably change somewhat as rent levels increase
over the next several months.

Net operating income is estimated by deducting operating and fixed expenses from
effective gross income, as shown below and on the following page:


                                                                              49
<PAGE>

- --------------------------------------------------------------------------------
            Effective Gross Income                      $ 1,297,263
            Total Expenses                                 (625,300)
                                                        -----------
            Net Operating Income Before
            Income Taxes & Depreciation                 $   671,963
- --------------------------------------------------------------------------------

Capitalization Rate Analysis

After net operating income is estimated, an appropriate capitalization method is
selected. Of the various techniques, the one that is almost always used due to
its simplicity is direct capitalization. This method employs the use of a single
rate known as the overall rate. The overall rate reflects the relationship
between the projection of annual net operating income and a sale price or an
estimate of value. It is calculated by dividing the net operating income of the
sale into the sale price. When the property is purchased all cash, which is rare
for larger apartments, and there is no subsequent change in value or income,
then the capitalization rate is also the rate of return on the total property
investment.

In the Sales Comparison Approach section of this report, there is a table in
which we have summarized our analysis of capitalization rates for the comparable
sales. These capitalization rates were based on actual or actual near-term
potential gross annual income less expenses at time of sale. In each case,
expenses included new real estate taxes at market value as opposed to actual
taxes which are typically much lower. The capitalization rates derived from each
of these sale properties are summarized below:

Sale No.         1      2       3      4       5      6       7      8
- --------------------------------------------------------------------------------
Cap Rate (%):   8.54   8.6     9.1    9.34    9.6   10.15    7.9    9.69

The main factor influencing capitalization rates is the perception of risk.
Those properties perceived to have higher risk, will sell at higher
capitalization rates. The lower risk properties sell at lower capitalization
rates. Apartment properties, because of their low vacancy, generally fall into
the low risk category. Risk factors that should be taken into account in
selecting an appropriate capitalization rate include the following:

o     Amount of available land zoned to allow future apartments

o     Upside (or downside) potential of cash flow

o     Existing or planned government restrictions on use and/or rent increases

o     Deferred maintenance and remaining life of site improvements

o     Marketability/liquidity

o     Availability of financing

Availability of Land (potential of future competition)

While there are several hundred acres of undeveloped land in the general area,
most is zoned agriculture or has environmental issues such as sloughs/wetlands.
This is not to say, however, that additional apartments could not be developed
within a 50 mile radius. There has been very little apartment construction in
the area over the past 9 years. One of the main reasons is the high


                                                                              50
<PAGE>

cost of land and building. So, while future construction of apartments will
occur to some degree, the high cost will result in higher rents that likely will
not compete with the subject.

Upside Potential of Cash Flow

Gross revenue projected at stabilized occupancy is based largely on the current
average rate. The market rate, although close, is still higher than the actual
income. And given high occupancy in almost all Salinas apartment properties, it
appears certain that rents will continue to gradually increase over the next 12
to 24 months. Consequently, upside rental potential appears good at this
particular time. The subject is not affected by rent control, so this would not
be a limiting factor. The market rents were concluded higher than actual, thus
the capitalization rate should be lower to reflect this upside.

Deferred Maintenance

The subject is well-maintained without any significant repairs or deferred
maintenance. Better-conditioned apartments tend to sell at lower capitalization
rates.

Marketability/Liquidity

Appropriately priced, the subject would have good marketability (see Marketing
and Exposure Estimate sections). This tends to lower the overall capitalization
rate since there would be good buyer demand. At 193 units, the subject is on the
larger size (although the two complexes could be sold off separately). There is
also the possibility of sell off the Harding Park property as individual
townhomes, which has a tendency to drive down the overall capitalization rate.

Availability of Financing

Financing should not have a significant impact on the capitalization as capital
is available for this type of property.

Capitalization Rate Conclusion

In conclusion, the subject capitalization rate should fall around 8.0 percent,
as evidenced by the sales. Discussions with brokers, property owners and
management companies indicate that apartment capitalization rates are dropping
in Santa Clara County. Applying the 8.0 percent rate results in the following
value:

            $671,963/ .080          =           $8,400,000 (rounded)

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


                                                                              51
<PAGE>

                             INCOME APPROACH SUMMARY
- --------------------------------------------------------------------------------

INCOME

     Gross Annual Rental Income                                     $ 1,350,540
     Laundry                                                        $    15,000
                                                                    -----------

     TOTAL GROSS INCOME                                             $ 1,365,540

Less: Vacancy & Collection Loss Allowance (5%)                          (68,277)
                                                                    -----------

================================================================================
EFFECTIVE (COLLECTED) GROSS INCOME                                  $ 1,297,263
================================================================================

Stabilized Operating Expenses                                  Per Unit (rd)
- -----------------------------                                  -------------
      Payroll                                      $130,000        $ 675
      Taxes (Prop 13)                              $ 89,000        $ 461
      License & Permits                            $  2,300        $  12
      Utilities                                    $154,000        $ 800
      Insurance                                    $ 19,000        $ 100
      Management Fee                               $ 52,000         (4.0%)
      *Administrative                              $ 20,000        $ 104
      Maintenance + Repair                         $ 77,000        $ 400
      Landscape/Cable T.V./Security                $ 50,000        $ 259
      Replacement Reserves                         $ 32,000        $ 166
                                                   --------        -----

* includes Advertising & Promotional

================================================================================
TOTAL OPERATING EXPENSES                           $625,300     $3,240(rd) (48%)
================================================================================

================================================================================
NET OPERATING INCOME (NOI)                                      $671,963
================================================================================

      OVERALL CAPITALIZATION RATE (Applied to NOI)                .080
                                                                  ----

================================================================================

Market Value As Is                              $8,399,538
ROUNDED                                         $8,400,000

================================================================================


                                                                              52
<PAGE>

Other Capitalization Procedures

Other capitalization methods may be used in the appraisal of apartment
properties, although their understanding and use falls far short of direct
capitalization. The Discounted Cash Flow analysis (DCF) is one such method. In
this procedure, the value of a property is equivalent to the present value of
the annual before tax cash flows, over an assumed investment holding period,
plus the sale (reversion) of the property at the end of the holding period, at a
single discount rate. The advantage of this approach is that it identifies
variability in annual cash flows, especially in a start-up operation.

The Discounted Cash Flow Analysis requires several assumptions that impairs its
reliability. For this reason, it is oftentimes considered a secondary valuation
method in the appraisal of apartment appraisals.

In this appraisal, the DCF procedure has not been used as it does not provide
any additional insight into the valuation of this property. There are several
reasons for excluding this approach. There is nothing to suggest at this time
that there will be substantial changes in income patterns, although the near-
term trend appears to be continued strengthening and gradual increasing of
rents. Another reason is that there would be several assumptions that would have
to be made. Perhaps the most compelling is that the sales were not purchased on
a DCF approach. Employing a DCF for the subject would require that inferences be
made about each sales as to applicable yield and going-out capitalization rates,
as well as hold periods and annual expense and income increase (or decrease)
projections. If the majority of these sales were purchased in this manner, then
a DCF would have applicability; however, this is not the case.

Income Approach Conclusion:

The Income Approach concludes a value of $8,400,000.


                                                                              53
<PAGE>

SALES COMPARISON APPROACH
- --------------------------------------------------------------------------------

The Sales Comparison or Market Data Approach involves making an analysis of the
property being appraised based on sales of similar properties. To a lesser
degree, this procedure may consider the asking prices of current listings. The
market data approach presumes that a prospective purchaser would pay no more for
a property than the amount with which he or she could buy another of equal
utility. The reliability of this procedure is determined by: 1) availability of
comparable sales; 2) comparability of sales in terms of date of sale, location,
size, density, or other physical characteristics; and, 3) verification of the
sales data.

Although there are variations, apartment property sales are often analyzed using
four unit-of-comparison indicators:

      o     Price per unit

      o     Gross Income Multiplier or Effective Gross Income Multiplier

      o     Price per Rentable Square Foot

      o     Price per Room

Price Per Unit Method: The price per unit method is most often affected by unit
size, condition, overall functional utility, and location of a property. Sales
with high average unit sizes which are situated in the most desirable locations
tend to command the highest price per unit. Naturally, the existing potential
rent levels also affect the sale price, thus influencing the price per unit
value. Each of these factors determine the amount of net operating income that
can be generated per unit which is a fundamental measurement of investor return
when applying the price per unit method.

Price Per Room Method: Sale price per room demonstrates the same relationship as
price per unit. Applying the same logic discussed above, which considers the
average unit size of the subject, existing rent levels, and location relative to
the comparable sales, a value per room can be estimated for the appraised
property.

Price Per Square Foot Method: While size is a strong influence in sale price per
unit and price per room, the rent levels attained by a property per square foot
are closely related to the price per square foot it may attain in the
marketplace. It is generally true that all else being equal, the rent per square
foot for larger units is less than the rents per square foot for small units.
Thus, apartment buildings which have larger unit sizes have lower rents per
square foot and therefore have lower selling prices per square foot.

Gross Income Multiplier Method: The gross income multiplier (GIM) technique is
oftentimes perceived as one of the most accurate market measure of value by the
Direct Sales Comparison Approach. The GIM is calculated by dividing the sale
price of the sale property by its gross annual income. This method tends to
equalize property differences such age, size, and number of units. In general,
where there is a fee simple title, apartment properties tend to sell at 5.5 to 8
times multiple on actual income. The range is tempered by a number of factors
that include location, condition, quality, and upside rental potential. The more
desirable properties with good track records will typically be higher on the


                                                                              54
<PAGE>

scale, whereas lower quality facilities in weak locations tend to fall at the
lower side. Since the GIM involves gross income rather than net income, the
appraiser must compare the level of expenses of the comparables with the
subjects'. This technique works best when expense operating ratios are
reasonably consistent. Comparison is not straightforward, for example, when the
sale property has an operating expense ratio that is significantly higher than
the subjects'. Consequently, when estimating a GIM, care must be taken when
comparing gross incomes. A variation of the GIM technique-effective gross income
multiplier (EGIM)-is calculated by dividing the sale price by the effective
gross annual income instead of the gross annual income. This technique, however,
often does not result in a further refinement since apartment vacancy (and
collection loss) throughout the region is very low.

Comparable Sales Description & Analysis

A search for apartment properties was made in Salinas and surrounding areas. No
sales of larger apartment complexes (over 100 units) in Salinas during 1995 and
1996 were found. The most recent larger apartment transaction in Salinas
occurred in 1994; a 60 unit complex sold in 1993 and an 112-unit property
transferred in late 1991. A summary of these sales is summarized on the
following pages. Additional information is included in the Addenda.

To obtain more recent sales data, it was necessary to expand the search into
nearby cities and counties. The strongest sales activity at this time is taking
place in Santa Clara County, adjacent to the north of Monterey County. A number
of larger sales have also taken place in Santa Cruz County, to the west. A brief
description of each sales area and how it relates to Salinas is summarized in
the following paragraphs.

Santa Clara County/San Jose: This is the largest county in the region with a
population of over 1.4 million. It contains the City of San Jose, the third
largest city in California. "Silicon Valley" originated in Santa Clara County.
The county is home to over 2000 electronic firms, including industry leaders
such as Intel and Hewlett Packard. Over the past 20 months, technological
employment has dramatically increased resulting in the creation of several new
jobs. To fill new jobs, several thousand people have moved into "Silicon Valley"
thus creating a demand for housing. As a result, apartment and other housing
rents have increased substantially, nearly doubling from previous lows in some
cases. Investors have now caught on to increasing rental activity, and sales
activity is brisk. This market has "filtered" into nearby communities, including
Santa Cruz, Alameda County, and to some lesser degree, Salinas.

The resurgence of the Santa Clara County market comes after six years of
sluggish performance. The last major upswing was in 1982-85 when rents increased
annually by 18 to 20 percent. From 1995 to 1989, rents and vacancy were steady.
In late 1989, following the Loma Prieta earthquake and a decline in economic
activity, vacancy levels started to increase and rents became soft with rental
concessions given in some complexes. Starting in late 1994, the market started
to once again turn upward. In 1995, economic conditions improved and rents
increased to reflect a landlord's market. Today, vacancy is extremely low with
very units available for rent. This is expected to continue for at least the
next six to 12 months as little land is available for new apartment
construction.


                                                                              55
<PAGE>

                    COMPARABLE MARKET DATA - APARTMENT SALES

<TABLE>
<CAPTION>
       Project Name                                                                                           
 Sale  Location                       No. Units      Sale       Year          Sale  Price/     GIM     Price Per Unit
 No.   A.P.N.                         RSF-Bldg    Date (COE)   Built         Price  Sq. Ft     OAR      Cash-on-Cash
=======================================================================================================================
<S>    <C>                             <C>          <C>         <C>    <C>          <C>       <C>             <C>
 [1]   Willow Gardens Apartments                                                                                      
       1760 Stokes Street                186        6/14/96     1971   $13,650,000  $85.17    7.04             $73,387
       San Jose, CA                    160,260                                                8.54%                6.8%
- ----------------------------------------------------------------------------------------------------------------------
       2-story apartment garden style built in 1970. Wood frame, wood exterior. Average quality and condition. 190
       covered parking spaces (carports). Amenities include pool, spa, laundry, recreation room, balconies/patios,
       storage lockers, a/c. 6.40 acres (29.06 du/ac). First loan $10,600,000 from St. Paul Federal Bank. Document
       #13330744.
- ----------------------------------------------------------------------------------------------------------------------
 [2]   Ocean Terrace                                                                                                  
       1630 Merrill Street               100        7/12/96     1972    $6,300,000  $78.04     6.5             $63,000
       Santa Cruz, CA                 80,724 sf                                                8.6%                8.1%
- ----------------------------------------------------------------------------------------------------------------------
       100-unit garden style built on 2.7 acres in county area of Santa Cruz. Built in 1972, there are six buildings,
       a pool, exercise room, sauna, three laundry rooms, and on-site manager's office. Wood frame construction.
       Average quality and avg+ condition. 130 on-site parking spaces. AEK kitchens. $4,725,000 first from Home
       Savings of America.
- ----------------------------------------------------------------------------------------------------------------------
 [3]   Fox Creek Village                                                                                              
       196 West Alvin Rd.,               168        9/24/94     1986    $8,350,000  $66.31     6.8             $55,650
       Salinas, CA                   141,856 sf                                                9.1%               9.87%
- ----------------------------------------------------------------------------------------------------------------------
       Built in 1986, Fox Creek Village consists of 76, 1/br/1ba units measuring 708 sf; 24, 2br/1ba units measuring
       875 sf, and 68, 2br/1ba units 986 sq ft. The gross building area is 145,023; the net rentable has been reported
       at 141,858 sf.

       36 units have wood-burning fireplaces. Units include patios or balconies, refrigerators, microwaves,
       dishwashers, disposals, and laundry hook-ups. There are laundry rooms with washers and dryers in the complex.
       Above average to good quality and condition. One covered parking space per unit.
- ----------------------------------------------------------------------------------------------------------------------
 [4]   Kingdale Oaks                                                                                                  
       1919 Fruitdale Avenue             331        8/15/95     1970   $16,760,000  $66.22    6.01             $50,634
       San Jose, CA                  253,098 sf                                               9.34%               11.1%
- ----------------------------------------------------------------------------------------------------------------------
       Average quality, 1, 2, and 3-story buildings built in 1964-1970. Wood frame and stucco. Concrete slab. Average
       condition. 331 covered parking spaces (carport). 166 open parking. Amenities include 2 heated pools, spa,
       poolside grills, laundry rooms, volleyball, and recreation building. Elevator served. New first loan from St.
       Paul Federal Bank, and seller second. Marketing time was reported at six months. 11.76 acres (28.15 du/ac). 1,
       2 and 3 bedroom units.
=======================================================================================================================
                                                                                                                     56
</TABLE>

  Note: The above date was obtained from sources deemed reliable. However, the
  accuracy of the data cannot be guaranteed by R. Saia, MAI Associates (9/96)
<PAGE>

                    COMPARABLE MARKET DATA - APARTMENT SALES

<TABLE>
<CAPTION>
       Project Name                                                                                           
 Sale  Location                       No. Units      Sale       Year          Sale  Price/     GIM     Price Per Unit
 No.   A.P.N.                         RSF-Bldg    Date (COE)   Built         Price  Sq. Ft     OAR      Cash-on-Cash
=======================================================================================================================
<S>    <C>                             <C>          <C>         <C>    <C>          <C>       <C>             <C>
 [5]   Hidden Creek Apartments                                                                                        
       200 Button Street                 146        7/14/94     1973    $7,400,000  $77.81    6.78             $50,685
       Santa Cruz, CA                  95,100                                                  9.6%                N/A
- ----------------------------------------------------------------------------------------------------------------------
       3.8 acres (37 du/ac). 2-story, nine buildings. Garden style walk-up. Average quality and condition. 42 studios,
       60 1br/1ba, 44 2br/1ba units. About half of complex is subsidized housing tenants. Financing terms n/a.
       Marketing time = 3 months. Amenities include pools, creek fountain and extensive landscaping.
- ----------------------------------------------------------------------------------------------------------------------
 [6]   North Bay Apartments                                                                                           
       41 Granview Street                115       12/15/95     1989    $8,550,000  $81.88    6.11             $74,348
       Santa Cruz                      104,421                                                10.15%              10.8%
- ----------------------------------------------------------------------------------------------------------------------
       Good quality, 2-story garden style complex built in 1989. Average to good location. Buyer had to pay $300,000
       in repairs and $175,000 in commissions. Cap Rate is somewhat high based on other sales of similar age, size and
       location. Property was never exposed to open market.
- ----------------------------------------------------------------------------------------------------------------------
 [7]   2186-2198 Brutus Street                                                                                        
       Salinas                           60         5/26/93     1988    $3,072,000  $61.46    7.83             $51,200
                                       49,980                                                  7.9%                N/A
- ----------------------------------------------------------------------------------------------------------------------
       Average to good quality garden complex located in north Salinas close to shopping, schools and freeway access.
       There are 23, 1br units, and 37, 2br/2ba units. Average unit size is 833 square feet. No rent control.
       Financing terms were not available.
- ----------------------------------------------------------------------------------------------------------------------
 [8]   Cypress Landing                                                                                                
       552 Rico Street                   112        11/1/91     1989    $5,950,000  $59.11     6.4             $53,125
       Salinas, CA                     100,660                                                9.69
- ----------------------------------------------------------------------------------------------------------------------
       Newer, garden style consisting of 36 1br/1ba and 76 2br/2ba units, 2-story buildings. Good quality and
       condition. Amenities include clubhouse, spa, pool, weight room, tennis courts. Carport + open spaces. Average
       monthly rent at time of sale = $689. Average unit size = 899 square feet. All cash to seller.
=======================================================================================================================
                                                                                                                     57
</TABLE>

  Note: The above date was obtained from sources deemed reliable. However, the
  accuracy of the data cannot be guaranteed by R. Saia, MAI Associates (9/96)
<PAGE>

Housing prices in San Jose are higher than they are in Salinas. Good Salinas
neighborhoods, such as those found in north Salinas, can be compared to the more
average/middle income areas of San Jose as well as the agricultural communities
of Gilroy and Morgan Hill, in southern Santa Clara County. Still, downward
adjustments are required for location when comparing San Jose to Salinas.

Santa Cruz: In general, rental housing in Santa Cruz is less than it is in San
Jose, but higher than in Salinas. Although considered more desirable, Santa Cruz
is a relatively good area to draw comparable sales for comparison to Salinas.
Santa Cruz is a coastal community that relies heavily on tourism and
agriculture; some technology has filtered into the area from Silicon Valley.
Rents have been increasing, but not nearly at the pace of San Jose. Occupancy is
also extremely high in this area. A downward location adjustment is required
when comparing a Salinas property to a Santa Cruz property.

Monterey: No sales over 100 units were found in Monterey. This is mainly due to
the limited number of larger units in the city. Although the City of Monterey is
superior to Salinas in residential desirability, nearby cities such as Seaside
and Marina are overall comparable. However, no sales of larger units were found
in this area as well.

Adjustment Process

The most common unit of comparison indicator for apartments is price per unit.
As such, the subject has been adjusted to the comparable sales on this basis. A
sequence for making adjustments must be followed when percentage adjustments are
calculated and added together. The first adjustment is for property rights
conveyed. In this case, all properties sold fee simple or leased fee (short term
leases of less than one year); no leasehold sales were included. Thus, no
adjustment was required.

The second adjustment converts the transaction price of the comparable into its
cash-equivalent or modifies it to match the financing terms projected for the
subject property. No sales with financing favorable enough to significantly
influence the sales price were included, no adjustment was required.

The third adjustment is made for conditions of sale or other (e.g., personal
property included in sale price). No REO or distressed sales were included, and
no sales with furnished units were considered. Every apartment has some amount
of personal property that transfers with the property; however, these items are
nominal.

Other adjustments considered were based on differences in market conditions,
appeal, quality/density, condition, and size. No specific adjustment was made
for rent control (i.e., San Jose complexes), although this is considered in the
location adjustments.

Shown on the following pages is a table summarizing eight apartment sales
Additional information concerning each sale, including recording data and a
photograph, is in the Addenda.


                                                                              58
<PAGE>

Apartment Sale Number 1, at $73,387 per unit, is a June 1996 sale of the Willow
Gardens Apartments, an 186-unit garden style walk-up apartment located in a
centrally-located middle-income neighborhood in San Jose. This is an average
quality complex in average condition at time of sale. There are 162, two
bedroom/two bath units, and 24, three bedroom/two bath units. The average unit
size is 861 square feet. Amenities consist of a pool, spa, recreation building,
and laundry rooms. The project sits on 6.40 acres, indicating a density of 29.06
units per acre. The project falls under San Jose Rent Control, which limits
rental increases to eight percent with pass-through for extraordinary and
capital expenses.

The purchase price of $13,650,000 represents a rentable per square foot
indicator of $85.17, and a per room value of $17,773. The GIM on actual rental
income is 7.04. On market rents, the GIM is 6.29, indicating reasonably good
upside rental potential. The Overall Capitalization Rate is 8.54 percent on
actual income less actual expenses adjusted for new taxes and reserves. The
cash-on-cash rate is 6.8 percent.

In comparison to the subject, a downward adjustment is required for location. As
noted, San Jose rent levels are higher than those found in Salinas. For example,
a two bedroom/two bath unit at Willow Garden is $1,000+, or about $200-300 per
unit higher than in Salinas. A downward adjustment of 25 percent as based on
rental differential appears reasonable. The subject's average unit size is
smaller. A 10 percent adjustment has been made. No size adjustment is required.
Adjusting downward by 35 percent, results in an indicated subject per unit value
of $48,000 (rounded).

Apartment Sale Number 2, at $63,000 per unit, is a July 1996 sale of the Ocean
Terrace Apartments, an 100-unit garden style walk-up apartment located in an
unincorporated area of Santa Cruz County between the cities of Capitola and
Santa Cruz. This is an average plus quality complex in above average condition
at time of sale. There are 52, two bedroom/ units, and 32, one bedroom/ units.
There are also 16, 3 bedroom units. The average unit size is 807 square feet.
Amenities consist of a pool, sauna, exercise room, and laundry rooms. The
project sits on 2.70 acres, indicating a density of 37 units per acre.

The purchase price of $6,300,000 represents a rentable per square foot indicator
of $78.04, and a per room value of $16,406. The GIM on actual rental income is
6.5. Market rents were about 3 percent higher than actual income during the six
month marketing period. The Overall Capitalization Rate is 8.6 percent on actual
income less actual expenses adjusted for new taxes and reserves. The cash-on-
cash rate is 8.1 percent.

In comparison to the subject, a downward adjustment is required for location. As
noted, Santa Cruz rent levels are higher than those found in Salinas. For
example, a two bedroom/two bath unit at Ocean Terrace is $800-850+, or about
$100-250 per unit higher than in Salinas. A downward adjustment of 15 percent as
based on rental differential appears reasonable. In addition, a downward
adjustment of 5 percent is made for the subject's larger size. Smaller
properties tend to sell at higher unit values because they appeal to a larger
group of buyers. Adjusting downward by 20 percent, results in an indicated
subject per unit value of $50,000 (rounded).


                                                                              59
<PAGE>

Apartment Sale Number 3, at $55,655 per unit, represents Fox Creek Village, an
168-unit two-story garden complex built in 1986, located nearby the subject in
north Salinas. Although newer and superior than the subject, Sale 3 is one of
the best comparables because of its nearby proximity. Physical characteristics
are superior. Fox Creek includes a pool, tennis court, recreation building and
laundry facilities. There are 76, one bedroom units; and, 92 two bedroom units.
The average unit size is 844 square feet. Some of the units have fireplaces.
Parking is by carport stalls and open spaces. The overall quality and condition
are good.

In comparison to the subject, a downward adjustment of 15 percent is required
for appeal and amenities. Another adjustment of 10 percent is made for this
property's lower effective age and larger average unit size. Although there are
no sales in Salinas to determine whether apartment property value has increased
since the September 1994 sale date, it is logical to assume that since rents are
now somewhat higher that values are likely higher as well. Consequently, an
upward adjustment of 5 percent is made. On balance, a negative 20 percent
adjustment is required indicating a subject unit value of approximately $44,500.

Apartment Sale Number 4, at $50,634 per unit, is located south of Freeway 280
near San Jose City Community College within single family and apartment
neighborhood. the project is under San Jose Rent Control Ordinance. This is
average quality and condition. The buildings are wood frame and stucco with flat
T&G roofs built in 1964 and 1970. There are 36, studios; 264 1br/1ba units; 20,
2br/1ba units; 5, 3br/2ba; and, 6 2br/2ba units. Amenities include 2 heated
pools, poolside grills, laundry rooms, recreation room, and volleyball. Elevator
served. Units have either balcony or patio and are separately metered. Average
condition. 1.5 parking spaces per unit (166 open spaces and 331 carport).
According to selling broker Bruce Hermann with Marcus & Millichap, gross
scheduled actual income at time of sale was $2,787,000, or approximately $700
per unit per month. Actual vacancy (and stabilized vacancy) was 4.38%.
Factoring-in taxes at market (per Prop 13), total expenses were reported at
approximately $1,100,000. Net operating income is estimated at $1,565,000.
Financing consisted of a 1st from St. Paul Federal Bank of $14,850,000 (VIR) 8%,
25-yr amortization and a seller second of $556,000 @ 7%, 2 years resulting in a
total annual debt service of $1,414,297. Cash flow (after debt service) is
$150,703, indicating a cash-on-cash rate of 11.1% on the cash downpayment of
$1,354,000. The marketing time was reported at 6 months. The sale reportedly did
not involve an exchange. This sale closed in August 1995, but was negotiated
several months prior.

In comparison to the subject, a downward adjustment is required for location,
although not nearly as great as the adjustment made for Sale 1. The subject has
superior appeal, but due to the locational difference a downward adjustment of
15 percent is made. A 5 percent upward adjustment is required for market
conditions, that is, rents have moved upward over the past 1.5 years. A 5
percent upward adjustment is made for size, but offsetting this is this
comparable's larger average unit size. On balance, this sale should be adjusted
down by 10 percent. This sale indicates a potential subject unit value of
$45,500 (rounded).


                                                                              60
<PAGE>

Apartment Sale Number 5, at $50,685 per unit, represents a nine building, two-
story, garden style complex of average quality. The project is located near
Highway 1 in the City of Santa Cruz. It is in a neighborhood of predominately
small bungalow single family homes built from 1930 to 1970; a new zero-lot line
SFR development is located directly across. There are 42 studio units with an
average size of 550 square feet; 60, 1br/1ba units @ 650 sf and, 44, 2br/1ba
units of 750 sf. The rentable area is 95,100 square feet (avg. unit = 651).
There are no recreational amenities except for pool and common utility rooms.
Landscaping is extensive in some areas. One-half of the units are subsidized
housing units. At time of sale, "market" rents were $600 for studio, $750 for 1
bedrooms, and $850 for two bedrooms. The gross and net incomes are estimates
based on reported actual income per MLS listing (#369018). According to
assessor's office, some buildings had deferred maintenance, however, cost to
repair are not known.

In comparison to the subject, a downward adjustment of 15 percent is required by
this comparable's superior location. No other adjustments are made. The
indicated subject unit value, therefore, is $43,000 (rounded).

Apartment Sale Number 6, at $74,348 per unit, is located in west Santa Cruz off
Highway 1. This is a good quality walk-up garden design built in 1989. It is the
newest complex built in west Santa Cruz area. Amenities include a swimming pool
and carport parking. There are no other recreational facilities, although the
complex is within a short drive to beaches and three miles to Santa Cruz Beach &
Boardwalk (good tenant appeal). The buyer paid $300,000 in repairs and $175,000
commission, thus actual price was somewhat higher than reported above. The
property was never exposed to the open market. The higher than normal
capitalization rate is reflective of this and the extra cost to the buyer of
repairs and commission. There are 18, 1br/1ba units; 69, 2br/2ba units; and, 28,
2br/2.5ba units. Market rents are about 3-5% higher than actual.

In comparison to the subject, downward adjustments are required for age/appeal,
unit size, location and size. We estimate these to be 35 percent (15% location,
5% size, and 10% age/appeal, and 5% unit size). The indicated subject value per
unit from this sale is $48,000 (rounded).

Apartment Sale Number 7, at $51,200 per unit, represents an average to good
quality garden style apartment complex located in north Salinas. There are 23, 1
bedroom units and 37, 2 bedroom units. The 60 unit complex is smaller than the
subject, however, it is very similar in location. Adjusting this sale down by 10
percent for size, and upward by 5 percent for improved market conditions since
date of sale results in an indicated subject value per unit of $48,500
(rounded). Although this is a nearby comparable, because of its smaller size and
older sales date less emphasis was placed on it in the final analysis.

Apartment Sale Number 8, at $53,125 per unit, represents the sale of the 112-
unit Cypress Landing Apartments in north Salinas. One of the last complexes to
have been built in Salinas, Cypress was completed in 1989. There are 12, two-
story buildings.


                                                                              61
<PAGE>

Amenities include a pool, hot tub, weight room, tennis court and recreation
building. All units have patios or balconies, refrigerators, R/O and
dishwashers; some have fireplaces. There are 36, 1br/1ba units; and, 76 2br/2ba
units measuring between 955 to 985 square feet. Carport and open parking. The
average unit size is 899 square feet. Gross annual income at time of sale was
$925,740, and net operating income was $573,218, indicating a cap rate of 9.69%.

Normally, a 1991 sale would not be used as part of a primary sales analysis. In
this case, given the scarcity of large apartment sales in Salinas, it has been
used.

No adjustment is required for location. Cypress is newer and has superior appeal
than the subject. It is also smaller. A 20 percent downward adjustment is
reasonable for these factors. On the other hand, an upward adjustment of 5
percent is made for improved market conditions since late 1991. On balance, a
negative 15 percent adjustment is applied indicating a subject unit value of
$45,000 (rounded).

Sales Comparison Approach Summary & Conclusion

The sales analyzed in the sales comparison approach range in size from 60 to 331
spaces, and in unadjusted price from $50,634 to $74,387 per unit. After
adjustment, the sales indicated the following range of value:

      Sale 1    Sale 2    Sale 3    Sale 4    Sale 5    Sale 6
      ------    ------    ------    ------    ------    ------
      $48,000   $50,000   $44,500   $45,500   $43,000   $48,000

      Sale 7    Sale 8              Average = $46,563
      ------    ------              Median  = $48,000
      $48,500   $45,000             

For one reason or another, the sales are not highly similar. They do, however,
provide a reasonably narrow range of potential subject value. The sales
consistently group around $45,000-46,000 per unit; all three sales in Salinas
sold in the low to mid-$50,000 per unit range, but all three are superior. In
our opinion, a unit value of $45,500 is a reasonable and supportable per unit
value to apply to the subject property.

      193 units         x         $45,500/unit        $8,780,000(rd)

Check for Reasonableness: Based on a market value of $8,780,000, the subject
property would have the following unit of comparison indicators:

      Price Per Rentable SF:              $ 71.88
      Price Per Room:                     $14,417
      GIM:                                    6.4

Price Per Rentable SF: The range of the comparables is $59.11 to $85.17. The
subject falls towards the middle of this range; consequently, the above price
appears reasonable by this method.


                                                                              62
<PAGE>

Price Per Rentable SF: The range of the comparables is $59.11 to $85.17. The
subject falls towards the middle of this range; consequently, the above price
appears reasonable by this method.

Price Per Room: The range of the comparables is $14,157 to $19,344; most are in
the $14,000 to $16,000 range. The subject is at the lower end, but is not out of
line.

GIM: The subject has a high expense ratio which should be considered in
selecting the appropriate GIM. The range of the comparables is 6.01 to 7.83;
most range from 6.01 to 6.8. At 6.4, the subject is probably at the higher end
given its relatively high expense ratio as compared to the comparables. However,
in this case, the upside potential is good. Consequently, the higher multiple is
not unreasonable.

Consequently, the subject is valued by the Sales Comparison Approach at
$8,780,000.


                                                                              63
<PAGE>

RECONCILIATION OF THE VALUE ESTIMATES

The market value of the subject property has been estimated by two of the three
traditional appraisal approaches. The indications given by each are summarized
as follows:

================================================================================
            Income Approach                    $8,400,000
            Sales Comparison Approach          $8,780,000
================================================================================

In order to determine our final opinion of value, the reliability and relevance
of each value based upon the quality of data collected, and the applicability of
the assumptions underlying each approach was considered.

The cost approach was not used in this appraisal. Although it may have some
relevancy, it is not a primary valuation method.

The Sales Comparison Approach is a more accurate method than the cost approach,
but is flawed to some degree by the limited number of comparable sales in the
Salinas area. The sales that were available, however, provided consistent
support.

The Income Capitalization Approach is the better of the two methods, but is also
flawed to some degree by the lack of recent sales in Salinas. The sales provided
a strong central tendency in indicating that capitalization rates are within a
fairly narrow range of 8.0 to 9.5 percent; however, market conditions are
improving and capitalization rates are decreasing. Without recent empirical data
in Salinas, however, it is difficult to pinpoint a specific rate for the subject
property. Still, most weight has been given to the Income Approach in concluding
a final value estimate.

STATEMENT OF VALUE

Based on the foregoing analysis, the value of the subject property, as of
September 28, 1996, is estimated as follows:

                   EIGHT MILLION FIVE HUNDRED THOUSAND DOLLARS
                                  ($8,500,000)


                                                                              64
<PAGE>

MARKETING PERIOD
- --------------------------------------------------------------------------------

The sales marketing time is the time that it should take to market and sell the
property in its "as is" condition as of the date of the appraisal. This should
not be confused with exposure time which is the amount of time necessary to
expose a property to the open market in order to achieve a sale.

Marketing time is a forward estimate of the amount of time necessary to expose a
property on the open market in order to achieve a sale from the effective date
of the appraisal.

Indications of the marketing times associated with the "as is" market value
estimates are provided by the marketing time of sale comparables, and interviews
with participants in the market. The sales marketing period is a period of time
that is reasonable in light of a given property's characteristics and market
conditions, based on certain assumptions. To our knowledge, there have been no
sales the size of the subject in the Northern Monterey County market area over
the past year. Sales from other parts of Northern California indicate that the
marketing time would be less than 6 months.

Apartment sales that have taken place over the past 24 months indicate that
marketing times rarely exceed 6 months, and usually fall between 1 to 6 months.
The length of time is not only a function of physical and locational
characteristics, but the marketing and pricing. Based on the subject
characteristics and assuming a list price close to the estimated market value,
marketing time is estimated at 2-5 months.

EXPOSURE PERIOD
- --------------------------------------------------------------------------------

USPAP requires that an estimate of reasonable exposure time be made in the
performance of an appraisal where the value being sought is "as-is.

In the USPAP, the Comment to Standards Rule 1-2(b) states:

When estimating market value, the appraiser should be specific as to the
estimate of exposure time linked to the value estimate.

The Comments to Standard Rules 2-2(a)(v) and 2-2(b)(v) state:

Defining the value to be estimated requires both an appropriately referenced
definition and any comments needed to clearly indicate to the reader how the
definition is being applied [See Standards Rule 1-2(b)].

The Statement issued by the Appraisal Standards Board is as follows:


                                                                              65
<PAGE>

Reasonable exposure time is one of a series of conditions in most market value
definitions. Exposure time is always presumed to precede the effective date of
the appraisal.

Exposure time may be defined as follows: The estimated length of time the
property interest being appraised would have been offered on the market prior to
the hypothetical consummation of a sale at market value on the effective date of
the appraisal; a retrospective estimate based upon an analysis of past events
assuming a competitive and open market.

Exposure time is different for various types of real estate and under various
market conditions. It is noted that the overall concept of reasonable exposure
encompasses not only adequate, sufficient and reasonable time but also adequate,
sufficient and reasonable effort. This statement focuses on that time component.

The fact that exposure time is always presumed to occur prior to the effective
date of the appraisal is substantiated by related facts in the appraisal
process: supply/demand conditions as of the effective date of the appraisal; the
use of current cost information; the analysis of historical sales information
(sold after exposure and after completion of negotiations between the seller and
buyer); and the analysis of future income expectancy estimated from the
effective date of the appraisal.

Since there are few comparable properties to the subject that have sold in this
market area, estimating exposure time is based more on discussions with
knowledgeable real estate professionals. All of the sales with known marketing
times took less than 6 months.

The exposure time period assumes that the subject is appropriately priced and
marketed. Obviously, a list price that is significantly higher than what the
property is worth will result in a longer than typical marketing period.
Although it could be sooner or later, our best estimate of an exposure period
(based on our appraised value) is 4 months.

ALLOCATION OF FURNITURE, FIXTURES AND EQUIPMENT
- --------------------------------------------------------------------------------

For the most part, apartment in the subject region do not require significant
furniture, fixtures or equipment as part of the ongoing operation of the
property. In the case of the subject, FF&E is minimal and contributes only a
nominal value to the overall property worth. Personal property items observed on
the premises include pool equipment, furniture in the recreation/clubhouse,
office furniture and equipment (e.g., computer/printer) carts, supplies, etc.

The market value of the above is estimated at less than $15,000. Some of the
personal property items such as the computer and copier (i.e., office equipment)
would be removed upon sale. All of the comparables had similar amounts of
personal property items that were included in the sale, thus there is no need
for an adjustment.


                                                                              66
<PAGE>

Although not as management intensive as a hotel, apartments require management
expertise that technically creates some (minor) going-concern value. In valuing
the subject, any going-concern/goodwill has effectively been removed by
deducting an offsite professional management fee. The net incomes estimated from
each sale comparable also had offsite management fees deducted. It is assumed
that the subject will continue to operate under professional management.

In conclusion, the estimated market value of the subject is of the real estate
only; FF&E (personal property) is nominal and any going-concern/goodwill value
would have been removed in the deduction of an offsite professional management
fee.

ASSUMPTIONS AND LIMITING CONDITIONS
- --------------------------------------------------------------------------------

The estimate of value contained herein is based upon and subject to the
following assumptions and qualifying conditions, to which the addressee shall be
deeded to consent by acceptance hereof:

It is assumed that merchantable fee simple title, free of encumbrance, is vested
in the owner of record. It is recognized that a potential purchaser would likely
consider the effect of value through consideration of the maximum conventional
financing available for the property type as of the date of value.

It is assumed that the property is subject to lawful, competent and informed
ownership and management. It is also assumed that all financial information on
the business operation is correct; errors or misstatements may have a material
impact on the appraised value. We reserve the right to make changes if such
errors or misstatements were later discovered.

It is assumed that the information supplied by the addressee as to the parcel or
parcels of real estate is correct and complete, including the legal description
as it appears in this report. The appraisers assume no responsibility for
matters of legal nature affecting the property or the title thereto, nor does
the appraisers render any opinion as to title. No attempt has been made to
render an opinion of or status of easements that may exist.

It is understood that exhibits included in this report are solely for the
purpose of assisting the reader to visualize or understand its content and are
not intended to be exact in scale or detail. It is understood that no survey has
been made to render an opinion of or status of easements that may exist.

It is understood that material contained herein which is stated to be or is
obviously furnished by others is believed to reliable but has not been verified
except as specifically stated. Such information is believed to be true and
correct; however, no responsibility for accuracy can be assumed by the
appraisers.


                                                                              67
<PAGE>

We are not required to give testimony or appear in court because of having made
this appraisal, with reference to the property in question, unless arrangements
have been previously; made therefor.

The distribution of the total valuation in this report between land and
improvements applies only under the existing program of utilization. The
separate valuations of land and building must not be used in conjunction with
any other appraisal and are invalid if so used.

If this appraisal contains a valuation relating to a geographical portion of a
large parcel or tract or real estate, the value reported for such geographical
portion relates to such portion only and should not be construed as applying
with equal validity to other portions of the larger parcel or tract, and the
value of all geographical portion may or may not equal the value to the entire
parcel or tract considered as an entity.

We assume that there are no hidden or unapparent conditions of the property,
subsoil or structures which would render it more or less valuable. We assume no
responsibility for such conditions or for engineering which might be required to
discover such factors. The appraisers assume the mechanical equipment to be in
good working order unless expressed otherwise.

Unless otherwise stated in this report, the existence of hazardous materials,
which may not be present on the property, was not observed by the appraisers.
The appraisers have no knowledge of the existence of such materials on or in the
property. The appraisers, however, are not qualified to detect such substances.
The presence of substances such as asbestos, urea-formaldehyde foam insulation,
or other potentially hazardous materials may affect the value of the property.
The value estimate is predicated on the assumption that there is no such
material on or in the property that would cause a loss in value. No
responsibility is assumed for any such conditions, or for any expertise or
engineering knowledge required to discover them. The client is urged to retain
an expert in this field, if desired.

All information and comments concerning the location, neighborhood, trends,
construction quality and costs, loss in value from whatever cause, condition,
rents, or any other data of the property appraised herein represent the
estimates and opinions of the appraisers formed after an examination and study
of the property.

While it is believed the information, estimated and analysis given and the
opinions and conclusions drawn therefrom are correct, the appraisers do not
guarantee them and assumes no liability for any errors in fact in analysis or in
judgment.

Disclosure of the contents of this appraisal report (especially any conclusions
as to value), the identity of the appraisers or the firm with which they are
connected, or any reference to the Appraisal Institute, or the SRPA/MAI
designations shall not be disseminated to the public through advertising media,
public relations media, news media, sales media, or any


                                                                              68
<PAGE>

other public means of communication without the prior written consent and
approval of the undersigned.

The appraisers are considered the owner of the report, and delivery of same has
been to addressee only for his specific intended real estate decision.

Certain forms, formatting and techniques contained herein are private property
and proprietary in nature. As such, they are protected under state and federal
laws covering trademarks, copyrighting, etc. Copying or re-use is strictly
prohibited without expressed written consent.

Certain information contained herein is considered "not for public knowledge"
and is provided herein "under strictest confidence." Said information shall be
used only in connection with the business decision as specifically described in
the function of the appraisal. No other use of any information contained herein
is permitted. Said information shall not be re-used, shared, disclosed, etc.,
except in accordance with the certification, limiting conditions, function and
purposes as contained herein. Any deviation from the above may subject the user
to additional legal action for invasion of privacy.

Acceptance and use of this report constitutes specific and implied consent to
all condition, limitations, etc. Further, the client shall hold harmless the
appraisers for any unpermitted use or action resulting from such use.

On appraisals subject to satisfactory completion of repairs, alterations, or new
construction, the appraisal report and value conclusions are contingent upon
completion of the improvements in a timely and workmanlike manner, and as of the
effective date of the appraisal.

Any projections in income and expenses in this report are not predictions of the
future. Instead, they are an estimate of current thinking of market participants
of what future income and expenses will be. No warranty or representation is
made that these projections will materialized.

This appraisal was prepared for Home Savings as client to be used in lending
decisions or any related business pertaining to its interest in the appraised
property. If an informational copy has been provided to the owner it should not
be utilized for other functions.

The Americans with Disabilities Act (ADA) became effective January 26, 1992. The
appraiser has not made a specific compliance survey and analysis of this
property to determine whether or not it is in conformity with the various
detailed requirements of the ADA.


                                                                              69
<PAGE>

CERTIFICATION OF APPRAISAL
- --------------------------------------------------------------------------------

I certify that, to the best of my knowledge and belief:

1. The statements of fact contained in this report are true and correct.

2. The reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions, and are our personal, unbiased
professional analyses, opinions and conclusions.

3. I have no present or prospective interest in the property that is the subject
of this report, and we have no personal interest or bias with respect to the
parties involved.

4. My compensation is not contingent upon the reporting of a predetermined value
or direction in value that favors the cause of the client, the amount of the
value estimate, the attainment of a stipulated result, or the occurrence of a
subsequent event.

5. The analyses, opinions and conclusions were developed, and, this report has
been prepared, in conformity with Title XI of the Federal Financial Institutions
Reform, Recovery, and Enforcement Act of 1989 (FIRREA) and its regulations, as
well as the Code of Professional Ethics and Standards of the Professional
Conduct of the Appraisal Institute and the Uniform Standards of Professional
Appraisal Practice (USPAP) of the Appraisal Foundation and the Appraisal
Institute.

6. Robert Saia and James Barcells, SRA have made a personal inspection of the
property. Mr. Saia's General Certificate from the State of California is valid
and in good standing as of the appraisal date.

7. No one other than the undersigned prepared the analyses, conclusions, and
opinions concerning real estate that are set forth in this appraisal report. It
should be noted that James Barcells helped with the preparation of the report.

8. The use of this report is subject to the requirements of the Appraisal
Institute relating to review by its duly authorized representatives.

9. Members of the Appraisal Institute are required to meet certain continuing
education requirements. As of the date of this report, Mr. Saia have completed
the requirements of the continuing education program of the Appraisal Institute.

/s/ Robert S. Saia
- ----------------------------
Robert S. Saia, MAI
OREA Cert #AG003191


                                                                              70
<PAGE>

                                   - ADDENDA -


                                                                              71
<PAGE>

                               SUBJECT PHOTOGRAPHS
                                        
                                        
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                               SUBJECT PHOTOGRAPHS
                                        
                                        
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<PAGE>

                              REGIONAL LOCATION MAP


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<PAGE>

                            NEIGHBORHOOD LOCATION MAP


                                [GRAPHIC OMITTED]
<PAGE>

                                   ZONING MAP


                                [GRAPHIC OMITTED]
<PAGE>

                                [GRAPHIC OMITTED]
<PAGE>

                                [GRAPHIC OMITTED]
<PAGE>

                               RENTAL LOCATION MAP


                                [GRAPHIC OMITTED]
<PAGE>

                          COMPARABLE SALES LOCATION MAP


                                [GRAPHIC OMITTED]
<PAGE>

                         COMPARABLE SALES LOCATION MAP           Santa Cruz


                                [GRAPHIC OMITTED]
<PAGE>

                         COMPARABLE SALES LOCATION MAP           San Jose


                                [GRAPHIC OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 1

Project Name:                 Willow Garden Apartments

Location:                     1750 Stokes Street, San Jose

Assessor's Parcel No.:        284-24-008

Grantor:                      Marie Helen Pejcha Trust

Grantee:                      Willow Gardens Ltd.

Rec. Doc. #:                  #13330744

Sales Date:                   June 14, 1996

Sales Price:                  $13,650,000

No. of Units:                 186

Condition/Quality:            Average/average

Site Area:                    6.40 acres (29.06 du/ac)

Year Built:                   1971

- --------------------------------------------------------------------------------
Value Indicators:             Price/Unit: $73,387      Price/Room: $17,773
                              GIM: 7.04                Price/RSF:  $85.17
- --------------------------------------------------------------------------------

Stabilized NOI Est.:          $1,165,752

- --------------------------------------------------------------------------------
OAR:                          8.54%
- --------------------------------------------------------------------------------

Occupancy:                    99.0% (1 unit vacant @ time of sale)

Financing:                    see comments below

Comments:                     Average quality garden style two-story walk-up
built in 1971. Average condition and appeal. There are 162, two bedroom/two bath
units, and 24, three bedroom/2 bath units. Gross rentable area is 163,740 sf
Zoning is R-4, high density. Located in area of apartments, condominiums and
single family homes (middle income) with commercial/retail along major
arterials. Centrally-located, close to shopping, schools, employment and freeway
access. Financing terms consisted of $10,600,000 first, and a seller second of
$1,275,000 @ 8%, 2 yrs. The buyer put down $1,775,000. The
<PAGE>

market income is estimated at $2,170,200 and the actual was $1,940,052 at time
of sale. The market derived GIM is 6.29, and the market derived OAR is 9.06%
(actual OAR = 8.54%). Under San Jose Rent Control Ordinance which limits annual
rent increases to 8 percent.

Source/Confirmation: various, including public records, inspection, Comps Inc.,
Stan Jones Marcus & Millichap.

                                [GRAPHIC OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 2

Project Name:                 Ocean Terrace

Location:                     1630 Merrill Street, Santa Cruz

Assessor's Parcel No.:        027-274-41

Grantor:                      Santa Cruz Central Investments

Grantee:                      D&M Piterman

Rec. Doc. #:                  #8760321

Sales Date:                   July 12, 1996

Sales Price:                  $6,300,000

No. of Units:                 100

Condition/Quality:            Average+/Average+

Site Area:                    2.7 acres (37 un/ac)

Year Built:                   1972

- --------------------------------------------------------------------------------
Value Indicators:             Price/Unit: $63,000      Price/Room: $16,406
                              GIM: 6.5                 Price/RSF:  $78.04
- --------------------------------------------------------------------------------

Stabilized NOI Est.:          $543,984

- --------------------------------------------------------------------------------
OAR:                          8.6%
- --------------------------------------------------------------------------------

Occupancy:                    100% (0 unit vacant @ time of sale)

Financing:                    New First from Home Savings (see below)

Comments:                     100 unit garden style two-story walk-up built in
1972. It is located in an unincorporated area of Santa Cruz County one mile from
the city limits of Santa Cruz and two miles north of Capitola Village, a seaside
tourist area. The neighborhood is predominately average quality single family
and apartments with scattering of mobilehome parks and small retail/shopping
centers. The ocean is approximately one-half mile south. Amenities include a
pool, sauna, three laundry rooms,
<PAGE>

on-site manager's office, and exercise room. There are six buildings on the 2.7
acre site. Construction is wood frame and wood siding and stucco. Roofs are flat
tar and gravel. Parking is 130 spaces. All units feature AEK kitchens including
dishwashers, refrigerators, garbage disposals and R/O's. There are 32, 1br/1ba
units containing 624 sf 40, 2br/1ba units measuring 860 sf, 12 units are
2br/1.5ba @ 923 sf, and, 16 are 3br/2ba units @ 955 square feet. Market rents
range from $680-695 for the 1br units to $955-$980 for the 3br units. The 2br
units range from $780 to $855. Based on market rents, the monthly gross rental
income is $79,950. Laundry income is $1,125 per month. The actual income for
January 1996 was $77,480, or 3% below market. Based on market rental income and
laundry income, gross annual income is projected (over next 12 months) at
$972,900. Deducting 4 percent for vacancy and collection loss, results in EGI of
$933,984. Expenses estimated by seller are approximately $390,000 (including
reserves), resulting in a NOI of $543,984 and a cap rate of 8.6 percent. The
Home Savings first loan has an estimated annual debt service of $416,044,
yielding cash flow of $127,939 and a cash-on-cash rate of 8.1%. reportedly, the
property was purchased by the seller in 1985 at $5,200,000 (unconfirmed).

Source/Confirmation: Home Savings of America, South Bay Equities

                                [GRAPHIC OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 3

Project Name:                 Fox Creek Village

Location:                     196 W. Alvin Road, Salinas

Assessor's Parcel No.:        261-631-010

Grantor:                      Sollecito

Grantee:                      Fox Creek Partners

Rec. Doc. #:                  Reel 3151 pg 1419

Sales Date:                   September 24, 1994

Sales Price:                  $9,350,000

No. of Units:                 168

Condition/Quality:            Good/Good

Site Area:                    7.84 acres (21.43 du/ac)

Year Built:                   1986

- --------------------------------------------------------------------------------
Value Indicators:             Price/Unit: $55,655      Price/Room: $15,688
                              GIM: 6.8                 Price/RSF:  $66.31
- --------------------------------------------------------------------------------

Stabilized NOI Est.:          $850,850

- --------------------------------------------------------------------------------
OAR:                          9.1%
- --------------------------------------------------------------------------------

Occupancy:                    96.5%

Financing:                    New loan through Bank of America

Comments:                     Well-located in north Salinas near schools and
shopping. Fox Creek consists of 76, 1br/1ba units measuring 708 Sf, 24, 2br/1ba
units @ 875 sf, and, 68, 2br/1ba units @ 986 sf 36 units have wood burning
fireplaces. Units include patios or balconies, refrigerators, microwaves,
dishwashers, disposals, and laundry hook-ups. Amenities include a pool, tennis
court, and recreation room. Financing terms were not available, although there
was a first made by Bank of America at market rate and terms. Assuming normal
downpayment and market interest rate at time of sale, cash-on-
<PAGE>

cash is estimated at 9.87%. No rent control. Vacancy at time of sale was
reported at 3.5 percent. One covered parking space plus open parking. Garden-
design walk-up.

Source/Confirmation: various, including public records, inspection, etc.

                                [GRAPHIC OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 4

Project Name:                 Kingdale Oaks

Location:                     1919 Fruitdale Avenue, San Jose

Assessor's Parcel No.:        282-40-022,023

Grantor:                      Marie Helen Pejcha Trust

Grantee:                      Tod & Catherine Spieker

Rec. Doc. #:                  #12983233

Sales Date:                   August 15, 1996

Sales Price:                  $16,760,000

No. of Units:                 331

Condition/Quality:            Average/Average

Site Area:                    11.76 acres (28.15/un per ac)

Year Built:                   1970

- --------------------------------------------------------------------------------
Value Indicators:             Price/Unit: 50,634       Price/Room: $16,878
                              GIM: 6.01                Price/RSF:  $66.22
- --------------------------------------------------------------------------------

Stabilized NOI Est.:          $1,565,000

- --------------------------------------------------------------------------------
OAR:                          9.3%
- --------------------------------------------------------------------------------

Occupancy:                    95.62% (14 units vacant @ time of sale)

Financing:                    See Comments Below

Comments:                     Located south of Freeway 280 near San Jose City
Community College within single family and apartment neighborhood. Close to
shopping, schools and freeway access. Zoned R24 and R4 (high density
residential). Under San Jose Rent Control Ordinance. Average quality, wood frame
and stucco buildings (flat T&G roofs) built in 1964 and 1970. There are 36,
studios; 264 1br/1ba units; 20, 2br/1ba units; 5, 3br/2ba; and, 6 2br/2ba units.
Amenities include 2 heated pools, poolside grills, laundry rooms, recreation
room, and volleyball. Elevator served. Units have either balcony or
<PAGE>

patio and are separately metered. Average condition. 1.5 parking spaces per unit
(166 open spaces and 331 carport). According to selling broker Bruce Hermann
with Marcus & Millichap, gross scheduled actual income at time of sale was
$2,787,000. Actual vacancy (and stabilized vacancy) was 4.38%. Factoring-in
taxes at market (per Prop 13), total expenses were reported at approximately
$1,100,000. Net operating income is estimated at $1,565,000. Financing consisted
of a 1st from St.Paul Federal Bank of $14,850,000 (VIR) 8%, 25-yr amortization
and a seller second of $556,000 @ 7%, 2 years resulting in a total annual debt
service of $1,414,297. Cash flow (after debt service) is $150,703, indicating a
cash-on-cash rate of 11.1% on the cash downpayment of $1,354,000. The marketing
time was reported at 6 months. The sale reportedly did not involve an exchange.

Source/Confirmation: Marcus & Millichap (415) 494-8900

                                [GRAPHIC OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 5

Project Name:                 Hidden Creek Apartments

Location:                     200 Button Street, Santa Cruz

Assessor's Parcel No.:        008-202-026

Grantee:                      Hidden Creek

Rec. Doc. #:                  #5547479

Sales Date:                   July 24, 1994

Sales Price:                  $7,400,000

No. of Units:                 146

Condition/Quality:            Avg/Avg

Site Area:                    3.8 acres (37 du/ac)

Year Built:                   1973

- --------------------------------------------------------------------------------
Value Indicators:             Price/Unit: $50,68       Price/Room: $16,818
                              GIM; 6.78                Price/RSF: $77.81
- --------------------------------------------------------------------------------

Stabilized NOI Est.:          $710,400

- --------------------------------------------------------------------------------
OAR:                          9.6%
- --------------------------------------------------------------------------------

Occupancy:                    98% (est)

Financing:                    Not available

Comments:                     Nine two-story buildings, garden style, complex of
average quality. Located near Highway 1 in City of Santa Cruz. located in
neighborhood of predominately small bungalow single family homes built from 1930
to 1970; a new zero-lot line SFR development is located directly across. There
are 42 studio units with an average size of 550 square feet; 60, 1br/1ba units @
650 sf, and, 44, 2br/1ba units of 750 sf. The rentable area is 95,100 square
feet (avg unit = 651 ).There are no recreational amenities except for pool and
common utility rooms. Landscaping is extensive in some areas. One-half of the
units are subsidized housing units. At time of sale, "market" rents were $600
for studio, $750 for 1 bedrooms, and $850 for two bedrooms. The gross and
<PAGE>

net incomes are estimates based on reported actual income per MLS listing
(#369018). According to assessor's office, some buildings had deferred
maintenance, however, cost to repair are not known.

Source/Confirmation: various, including public records, assessor, MLS

                                [GRAPHIC OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 6

Project Name:                 North Bay Apartments

Location:                     41 Grandview Street, Santa Cruz

Assessor's Parcel No.:        002-051-65

Grantor:                      EQR Northbay Chicago Inc.

Grantee:                      Sequoia Equities

Rec. Doc. #:                  #7770608

Sales Date:                   December 1995

Sales Price:                  $8,550,000

No. of Units:                 115

Condition/Quality:            Good/Good

Site Area:                    5.17 (22.2 du/ac)

Year Built:                   1989

- --------------------------------------------------------------------------------
Value Indicators:             Price/Unit: $74,348      Price/Room: $19,344
                              GIM: 6.11                Price/RSF: $81.88
- --------------------------------------------------------------------------------

Stabilized NOI Est.:          $867,825

- --------------------------------------------------------------------------------
OAR                           10.15%
- --------------------------------------------------------------------------------

Occupancy:                    1000/a (no vacancy at time of sale)

Financing:                    $2,425,000 down, $6,300,000 first (see below)

Comments:                     Good quality walk-up garden design built in 1989.
Newest complex built in west Santa Cruz area. Located off Highway 1 (Mission
Street) in area of single family and apartments/condos. Above average to good
location. Buyer paid $300,000 in repairs and $175,000 commission, thus actual
price was somewhat higher than reported above. The property was never exposed to
the open market. The higher than normal capitalization rate is reflective of
this and the extra cost to the buyer of repairs and
<PAGE>

commission. There are 18, 1br/1ba units; 69, 2br/2ba units; and, 28, 2br/2.5 ba
units. Market rents are about 3-5% higher than actual. Amenities include a
swimming pool and carport parking. No other recreational facilities, although
the complex is within a short drive to beaches and three miles to Santa Cruz
Beach & Boardwalk. Overall good tenant appeal.

Source/Confirmation: various, including public records, broker

                                [GRAPHIC OMITTED]
<PAGE>

                                [GRAPHIC OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 7

Location:                     2186-2198 Brutus Street, Salinas

Assessor's Parcel No.:        253-081-015

Grantee:                      Tom Favazza

Rec. Doc. #:                  #35062

Sales Date:                   May 26, 1993

Sales Price:                  $3,072,000

No. of Units:                 60

Condition/Quality:            Good/Good

Site Area:                    1.8+/- ac (33 du ac)

Year Built:                   1988+/-

- --------------------------------------------------------------------------------
Value Indicators:             Price/Unit: $51,200      Price/Room: $14,157
                              GIM: 7.83                Price/RSF: $61.46
- --------------------------------------------------------------------------------

Stabilized NOI Est.:          $242,445

- --------------------------------------------------------------------------------
OAR:                          7.9%
- --------------------------------------------------------------------------------

Occupancy:                    Not available

Financing:                    Not available

Comments:                     Average to good garden style complex located off
N. Main Street in north Salinas. Close to shopping, schools, and freeway access.
There are 23, 1br/1ba units, and 37 2br/2a units. Total rentable area is 49,980
sf. Average unit size is 833 sf. Market income at time of sale was estimated at
$392,445. Vacancy and expenses were estimated at $150,000, resulting in an
estimated NOI of $242,445 (7.9% cap rate).

Source/Confirmation: public records, damar
<PAGE>

                                [GRAPHIC OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 8

Project Name:                 Cypress Landing Apartments

Location:                     552 Rico Street, Salinas

Assessor's Parcel No.:        261-201-018

Grantee:                      William Lewis

Rec. Doc. #:                  Reel 2692 pg: 0774

Sales Date:                   November 1991

Sales Price:                  $5,950,000

No. of Units:                 112

Condition/Quality:            Good/Good

Site Area:                    6 acres (18.7du/ac)

Year Built:                   1989

- --------------------------------------------------------------------------------
Value Indicators:             Price/Unit: $53,125      Price/Room: $14,442
                              GIM: 6.4                 Price/RSF:. $59.11
- --------------------------------------------------------------------------------

Stabilized NOI Est.:          $573,218

- --------------------------------------------------------------------------------
OAR:                          9.69%
- --------------------------------------------------------------------------------

Occupancy:                    2.7% (3 units vacant @ time of sale)

Financing:                    All cash to seller

Comments:                     Two story, garden style apartment complex of good
quality and condition, built in 1989. One of the last apartment complexes to
have been built in the north Salinas area. Close to shopping, schools and
freeway access. 12, two-story buildings. Amenities include pool, hot tub, weight
room, tennis court and recreation building. All units have patios or balconies,
refrigerators, R/O and dishwashers; some have fireplaces. There are 36, 1br/1ba
units; and, 76 2br/2ba units measuring between 955 to 985 square feet. Carport
and open parking. No rent control. 899 sf average unit size.
<PAGE>

                                [GRAPHIC OMITTED]
<PAGE>

                                 SKETCH ADDENDUM


                                [GRAPHIC OMITTED]
<PAGE>

                                 SKETCH ADDENDUM


                                [GRAPHIC OMITTED]
<PAGE>

                                 SKETCH ADDENDUM


                                [GRAPHIC OMITTED]
<PAGE>

09/28/96               LINCOLN RESIDENTIAL MGMT SERVICES                Page 1
5:02                         Harding Park Townhouses                    ID F:106
                         Available Unit. As Of 09/27/96


<TABLE>
<CAPTION>
Make-ready categories are: TRASH, DAMAG, HVAC, ELECT, APPLI, PAINT, FLOOR, CLEAN.

==========================================================================================================================
Type  Unit  Mk. Ready  Vac.  Unit rent  Unit Notes      Applicant          Applied   Due in    Make Ready Assessment  Code
====  ====  =========  ====  =========  ==============  =================  ========  ========  =====================  ====
<S>   <C>   <C>        <C>   <C>        <C>             <C>                <C>       <C>       <C>                    <C>

VACANT UNITS, MAKE-READY NOT COMPLETED PRE-LEASED:
==================================================

C1       6  NNNNNNNNN     3     895.00  ______________  Vigil, Gary         09/11/96  10/03/96  Vacated: 09/24/96


==========================================================================================================================
Type  Unit   Due Out   Vac.  Unit rent  Unit Notes      Applicant          Applied   Due in    Make Ready Assessment  Code
====  ====  =========  ====  =========  ==============  =================  ========  ========  =====================  ====

OCCUPIED UNITS, CURRENT Resident 0N NOTICE TO VACATE PRE-LEASED:
================================================================

B1       3  10/01/96     -4     775.00  ______________  Abella, Oiris      09/11/96  10/08/96  _____________________

==========================================================================================================================
</TABLE>
<PAGE>

09/28/96               LINCOLN RESIDENTIAL MGMT SERVICES                Page 1
5:02                         Harding Park Townhouses                    ID 3.6.1
                                    All Units

<TABLE>
<CAPTION>
== Unit Profile ==     ==== Scheduled vs Actual Rent ===   ====================   ==Moved=    == Current Lease ===    Security  YNAD
ID.     Type  SqFt     Amount   /SqFt     Amount   /SqFt   Current Lease             In        Begin        End       Deposit   Stat
======  ==== =====     ======   =====     ======   =====   ====================   ========    ========    ========    =======   ====
<S>     <C>   <C>      <C>      <C>       <C>      <C>     <C>                    <C>         <C>         <C>         <C>      <C>
  1     B1     950     775.00   0.816     775.00   0.816   Klopson, Nakelle       01/06/95    01/06/95    07/06/95     600.00   Y --
  2     B1     950     775.00   0.816     765.00   0.805   Scheinder, Kathryn     11/21/95    11/21/95    08/19/96    1000.00   Y --
  3     B1     950     775.00   0.816     700.00   0.737   Norris, Deidra         08/01/95    08/27/95    05/26/96     600.00   Y OL
  4     B1     950     775.00   0.816     720.00   0.758   Alacala, Nicolas       11/15/94    11/15/94    09/30/96     500.00   Y --
  5     B1     950     775.00   0.816     720.00   0.758   Rodriguez, Daniel      06/04/94    06/04/94    10/17/96     500.00   Y --
  6     C1    1100     895.00   0.814       0.00   0.000   VACANT/PRELEASED                               09/24/96     500.00   N VL
  7     C1    1100     895.00   0.814     845.00   0.768   Contreras, Christin    10/29/94    09/11/96    07/10/97     500.00   Y --
  8     B1     950     775.00   0.816     775.00   0.816   Garcia, Dena           09/06/96    09/07/96    07/06/97     500.00   Y --
  9     B1     950     775.00   0.816     700.00   0.737   Schmidt, Albert        11/14/90    11/14/90    11/13/91     500.00   Y --
 10     C1    1100     895.00   0.814     890.00   0.809   Linosnero, Jovencio    11/18/95    08/07/96    06/06/97     500.00   Y --
 11     C1    1100     895.00   0.814     895.00   0.814   Trotter, Danielle      05/27/93    05/27/93    05/27/94     535.00   Y --
 12     B1     950     775.00   0.816     675.00   0.711   Taylor, Tina           08/01/94    08/01/94    08/01/95     500.00   Y --
 13     B1     950     775.00   0.816     775.00   0.816   Cariaga, David         03/26/96    03/26/96    06/25/96     500.00   Y --
 14     C1    1100     895.00   0.814     850.00   0.773   Garnese, Theresa       07/22/95    08/01/96    07/31/97     920.00   Y --
 15     C1    1100     895.00   0.814     895.00   0.814   Rico, Yolanda          06/01/96    06/01/96    05/31/97     500.00   Y --
 16     B1     950     775.00   0.816     650.00   0.684   MCCLAIN, GLENNA        09/23/95    09/09/96    07/08/97     500.00   Y --
 17     B1     950     775.00   0.816     775.00   0.816   Nolasco, Julio         05/18/96    05/18/96    05/17/97     500.00   Y --
 18     C1    1100     895.00   0.814     895.00   0.814   Bass, Patricia         06/07/96    06/07/96    06/06/97     700.00   Y --
 19     C1    1100     895.00   0.814     825.00   0.750   Wilson, Kim            06/03/93    09/13/96    05/12/97     570.00   Y --
 20     B1     950     775.00   0.816     735.00   0.774   Ceja, Hector           04/18/95    04/18/95    07/31/96     500.00   Y --
 21     B1     950     775.00   0.816     700.00   0.737   Pearson, Steven        12/03/94    06/12/95    07/14/97     500.00   Y --
 22     C1    1100     895.00   0.814     895.00   0.814   Rodriguez, Patricia    04/20/96    05/02/97    05/31/97     500.00   Y --
 23     C1    1100     895.00   0.814     895.00   0.814   Bradley, Sean          08/23/96    08/23/96    08/22/97     500.00   Y --
 24     B1     950     775.00   0.816     775.00   0.816   Villavicecio, Rey      03/12/94    03/12/94    07/31/96     500.00   Y --
 25     B1     950     775.00   0.816     775.00   0.816   Orozco, Dora           08/08/96    08/08/96    07/31/97     500.00   Y --
 26     C1    1100     895.00   0.814     895.00   0.814   Hale, Angelina         07/31/96    07/31/96    04/30/97     600.00   Y --
 27     C1    1100     895.00   0.814     870.00   0.791   Ebo, Steve             09/07/91    09/07/91    08/31/96     500.00   Y --
 28     B1     950     775.00   0.816     750.00   0.789   Serna, Alfredo         07/06/90    07/06/90    06/30/91     500.00   Y --
 29     B1     950     775.00   0.816     775.00   0.816   Chargulaf, Glen        07/25/96    08/08/96    07/14/97    1000.00   Y --
 30     C1    1100     895.00   0.814     895.00   0.814   Nickerson, Micheal     05/16/96    05/16/96    05/15/97     535.00   Y --
 31     C1    1100     895.00   0.814     865.00   0.786   Lopez, Raquel          08/29/95    09/01/95    05/31/96     500.00   Y --
 32     B1     950     775.00   0.816     675.00   0.711   Lorena, Rangel         05/14/95    05/14/95    11/13/96     500.00   Y --
 33     B1     950     775.00   0.816     745.00   0.784   Cavanaugh, Dennis      05/29/93    05/29/93    08/31/96     500.00   Y --
 34     C1    1100     895.00   0.814     895.00   0.814   Hoyt, Craig            06/21/96    06/21/96    06/12/97     500.00   Y --
 35     C1    1100     895.00   0.814     870.00   0.791   Heath, Karen           12/01/90    12/01/90    08/31/96     500.00   Y --
 36     B1     950     775.00   0.816     775.00   0.816   White, Tom             05/06/96    05/06/96    05/05/97     500.00   Y --
======  ==== =====     ======   =====     ======   =====   ====================   ========    ========    ========    =======   ====
TOTAL:  36   36600   29820.00   0.815   27910.00   0.786   35500 SF Occupied   
======  ==== =====     ======   =====     ======   =====   ====================   ========    ========    ========    =======   ====
</TABLE>
<PAGE>

09/28/96               LINCOLN RESIDENTIAL MGMT SERVICES                Page 2
5:01                         Harding Park Townhouses                    ID 3.6.1
                                    All Units

<TABLE>
<CAPTION>
PHYSICAL OCCUPANCY:     Occupied     Pct      Vacant    Pct      Total      OCCUPANCY PERCENT:    Excl. Off-Line    Incl. Off-Line
===================     ========    =====     ======    ====    ======     ===================    ==============    ==============
<S>                       <C>       <C>       <C>       <C>     <C>        <C>                            <C>               <C>   
   Square Footage.:       35,500    97.0%     1,100     2.0%    36,600     Incl. Vac. Leased.:            100.0%            100.0%

       Unit Count.:           35    97.2%         1     2.8%        36     Excl. Vac. Leased.:             97.2%             97.2%


      EXPOSURE TO VACANCY:        Number      Pct        MOVES/TRANSFERS:        MAKE-READY STATUS.:    Number        Pct
==========================        ======      ====       ================      =====================    ======       ======
  Currently Vacant Units.:          1         2.8%        Oct In.:      0       Total Vacant Units.:      1          100.0%

      Lees Vacant Leased.:         -1         2.8%       Oct Out.:      1        Ready To Rent (Y).:      0            0.0%

Less Occupied Pre-Leased.:         -1         2.8%                             Need Make-Ready (N).:      1          100.0%

 Plus Occupied On Notice.:          1         2.8%                               Off-Line Down (D).:      0            0.0%

    Occupied But skipped.:          0         0.0%                              Off-Line Admin (A).:      0            0.0%
                                  ------      ----
 Net Exposure To Vacancy.:          0         0.0%


      RENTAL RATES:         Occupied      /SqFt       Pct         Vacant      /SqFt       Pct         Total       /SqFt       Pct
   ================        =========      =====      =====        ======      =====       ====      =========     =====      ======
   Scheduled Rent.:        28,925.00      0.815      97.0%        895.00      0.814       3.0%      29,820.00     0.815      100.0%

    Actual Status.:        27,910.00      0.786      93.6%        895.00      0.814       3.0%      28,805.00     0.787       96.6%

    Loss To Lease.:         1,015.00      0.029       3.4%


STATUS OF UNIT TYPES, SUBTOTALED BY FIRST 8 CHARACTERS OF UNIT TYPE:
====================================================================================================================================
Unit  Total    #     %    Avg.  Occup.   Total   Sch. $   Avg. $    Act. $    Rent    Sched.    Loss to    Made   Not   OffLn  OffLn
Type  Units   0cc.  0cc.  SqFt   SqFt    SqFt    /Unit    /SqFt     /Unit    /SqFt     Rent      Lesse     Rdy.   Rdy.   Adm.  Down
====  =====   ====  ====  ====  ======   =====   ======   ======    ======   =====   ========   =======    ====   ====   ====  =====
B1       20     20  100%   950   19000   19000   775.00   0.816    736.75    0.776   15500.00    765.00       0      0      0      0

C1       16     15   94%  1100   16500   17600   895.00   0.814    878.33    0.798   14320.00    250.00       0      1      0      0
====  =====   ====  ====  ====  ======   =====   ======   ======    ======   =====   ========   =======    ====   ====   ====  =====
   2     36     35   97%  1017   35500   36600   828.33   0.815    797.43    0.786   29820.00   1015.00       0      1      0      0

====================================================================================================================================
</TABLE>
<PAGE>

09/28/96               LINCOLN RESIDENTIAL MGMT SERVICES                Page 1
5:02                         Laurel Tree Apartments                     ID F:106
                         Available Unit. As Of 09/27/96

<TABLE>
<CAPTION>
Make-ready categories are: TRASH, DAMAG, HVAC, ELECT, APPLI, PAINT, FLOOR, CLEAN.

==========================================================================================================================
Type  Unit  Mk. Ready  Vac.  Unit rent  Unit Notes      Applicant          Applied   Due in    Make Ready Assessment  Code
====  ====  =========  ====  =========  ==============  =================  ========  ========  =====================  ====
<S>   <C>   <C>        <C>   <C>        <C>             <C>                <C>       <C>       <C>                    <C>

VACANT UNITS, MAKE-READY NOT COMPLETED PRE-LEASED:
==================================================
A.2    155  NNNNNNNNN     2     540.00  ______________  _________________  ________  ________  Vacated: 09/25/96

AL.1    32  NNNNNNNNN    12     540.00  SILVER          _________________  ________  ________  Vacated: 09/15/96

E.2     40  NNNNNNNNN    12     450.00  GREY            _________________  ________  ________  Vacated: 09/15/96


==========================================================================================================================
Type  Unit   Due Out   Vac.  Unit rent  Unit Notes      Applicant          Applied   Due in    Make Ready Assessment  Code
====  ====  =========  ====  =========  ==============  =================  ========  ========  =====================  ====

OCCUPIED UNITS, CURRENT Resident 0N NOTICE TO VACATE:
=====================================================

AL.1    26   10/02/96    -5     540.00  ______________  _________________  ________  ________  _____________________

B.1     68   10/18/96   -21     675.00  ______________  _________________  ________  ________  _____________________


VACANT UNITS, MAKE-READY NOT COMPLETED PRE-LEASED:
==================================================

A.1    143  NNNNNNNNN    28     560.00  ______________  Robles, Frank      08/19/96  10/01/96  Vacated: 09/04/96

A.2     71  NNNNNNNNN    -4     540.00  ______________  Lerma, Alicia      08/16/96  10/08/96  Vacated: 09/18/96

E.1    111  NNNNNNNNN    32     495.00  ______________  Calkins, Chri      09/24/96  09/27/96  Vacated: 08/29/96

E.2     59  NNNNNNNNN    20     450.00  ______________  Davis, Robert      09/07/96  10/01/96  Vacated: 09/07/96

E.2    123  NNNNNNNNN    10     450.00  ______________  Trujillo, Ele      09/15/96  10/13/96  Vacated: 09/17/96


==========================================================================================================================
Type  Unit   Due Out   Vac.  Unit rent  Unit Notes      Applicant          Applied   Due in    Make Ready Assessment  Code
====  ====  =========  ====  =========  ==============  =================  ========  ========  =====================  ====

OCCUPIED UNITS, CURRENT Resident 0N NOTICE TO VACATE PRE-LEASED:
================================================================

====  ====  =========  ====  =========  ==============  =================  ========  ========  =====================  ====
AL.l    44  10/10/96    -13     540.00  BROWN           Estrada, Mary      09/27/96  10/18/96  _____________________

==========================================================================================================================
</TABLE>
<PAGE>

<TABLE>
<S>     <C>   <C>      <C>      <C>       <C>      <C>     <C>                    <C>         <C>         <C>         <C>      <C>
 20     E.1    400     495.00   1.238     495.00   1.238   Miller, Eddie          05/30/96    05/30/96    05/29/97     375.00   Y --
 21     E.1    400     495.00   1.238     495.00   1.238   Rosario, Stephanie     05/18/96    05/18/96    05/31/97     375.00   Y --
 22     E.1    400     495.00   1.238     495.00   1.238   Giles, Jerillyn        08/03/96    08/07/96    01/30/97     375.00   Y --
 23     AL.1   500     540.00   1.080     540.00   1.080   White, Walter          08/05/96    08/08/96    04/30/97     375.00   Y --
 24     AL.1   500     540.00   1.080     475.00   0.950   Sanks, Ken             07/03/95    09/10/96    06/09/97     475.00   Y --
 25     AL.1   500     540.00   1.080     540.00   1.080   Johnson, Karen         09/27/96    09/27/96    04/26/97     375.00   Y --
 26     AL.1   500     540.00   1.080     515.00   1.030   Moreno, Carmen         05/27/95    05/27/95    11/26/95     860.00   Y --
 27     E.1    400     495.00   1.238     430.00   1.075   Burela, Maria          12/01/93    09/01/95    06/30/96     410.00   Y --
 28     E.1    400     495.00   1.238     495.00   1.238   Ricca, Steven          05/01/96    05/01/96    10/30/97     375.00   Y --
 29     E.1    400     495.00   1.238     465.00   1.163   01ms, Jeffrey          08/20/94    09/01/95    05/31/96     500.00   Y --
 30     E.2    400     450.00   1.125     495.00   1.238   Farwell, Bradley       09/12/96    09/12/96    09/11/97     375.00   Y OL
 31     E.2    400     450.00   1.125     495.00   1.238   Deleos, Lisa           06/01/94    09/01/95    06/30/96     375.00   Y --
 32     AL.1   500     540.00   1.080       0.00   0.000   VACANT                                         09/15/96     375.00   N VA
 33     AL.1   500     540.00   1.080     515.00   1.030   Cortez, Gerardo        02/15/96    02/15/96    11/14/97     375.00   Y --
 34     E.2    400     450.00   1.125     495.00   1.238   Davis, Kelli           09/02/96    09/02/96    06/01/97     375.00   Y --
 35     E.2    400     450.00   1.125     495.00   1.238   Ulferts, Tamara        09/20/96    09/20/96    04/19/97     375.00   Y --
 36     E.2    400     450.00   1.125     455.00   1.138   Bledea, John           10/01/93    09/01/95    08/31/96     375.00   Y --
 37     E.2    400     450.00   1.125     495.00   1.238   Sullivan, Joseph       06/14/96    06/15/96    06/14/97     375.00   Y --
 38     E.2    400     450.00   1.125     465.00   1.163   Nolan, James           02/06/95    10/01/95    07/16/96     375.00   Y --
 39     E.2    400     450.00   1.125     450.00   1.125   Rankin, Eiko           04/17/96    04/17/96    10/16/97     525.00   Y --
 40     E.2    400     450.00   1.125       0.00   0.000   VACANT                                         09/15/96     750.00   N VA
 41     E.2    400     450.00   1.125     495.00   1.238   Darnell, Sandra        08/16/96    08/16/96    05/31/97     675.00   Y --
 42     AL.1   500     540.00   1.080     555.00   1.110   Verhines, Ray          11/10/94    09/01/95    08/31/96     375.00   Y --
 43     AL.1   500     540.00   1.080     475.00   0.950   Cagalawan, Theodore    03/27/94    05/06/95    07/12/97     410.00   Y --
 44     AL.1   500     540.00   1.080     515.00   1.030   Chavez, Flor Patric    12/29/95    12/29/95    09/28/96     875.00   Y OL
 45     E.1    400     495.00   1.238     495.00   1.238   Stevenson, Eric        09/20/96    09/20/96    09/19/97     375.00   Y --
 46     E.1    400     495.00   1.238     450.00   1.125   Garcia, Moises         09/01/95    09/01/95    05/30/96     375.00   Y --
 47     E.1    400     495.00   1.238     450.00   1.125   Esteer, Mark           09/18/95    09/18/95    06/15/96     375.00   Y --
 48     E.1    400     495.00   1.238     490.00   1.225   Arturo, Irao           10/08/90    09/01/95    04/13/97     375.00   Y --
 49     AL.1   500     540.00   1.080     540.00   1.080   Canales, Rosemary      05/30/96    05/30/96    05/31/97     375.00   Y --
 50     AL.1   500     540.00   1.080     540.00   1.080   Dearborn, Todd         05/10/96    05/10/96    05/09/97     610.00   Y --
</TABLE>
<PAGE>

09/28/96               LINCOLN RESIDENTIAL MGMT SERVICES                Page 2
5:00                         Laurel Tree Apartments                     ID 3.6.1
                                    All Units

<TABLE>
<CAPTION>
== Unit Profile ==     ==== Scheduled vs Actual Rent ===   ====================   ==Moved=    == Current Lease ===    Security  YNAD
ID.     Type  SqFt     Amount   /SqFt     Amount   /SqFt   Current Lease             In        Begin        End       Deposit   Stat
======  ==== =====     ======   =====     ======   =====   ====================   ========    ========    ========    =======   ====
<S>     <C>   <C>      <C>      <C>       <C>      <C>     <C>                    <C>         <C>         <C>         <C>      <C>
 51     AL.1   500     540.00   1.080     500.00   1.000   Gardner, Lula          04/21/94    04/21/94    12/31/96     410.00   Y --
 52     AL.1   500     540.00   1.080     495.00   0.990   Brown, Steve           07/01/94    10/01/95    04/09/97     375.00   Y --
 53     E.1    400     495.00   1.238     455.00   1.138   Dozier, Carl           02/02/93    08/26/96    08/25/97     375.00   Y --
 54     E.1    400     495.00   1.238     495.00   1.238   Ramirez, Alisha        09/07/96    09/07/96    05/31/97     375.00   Y --
 55     E.1    400     495.00   1.238     440.00   1.100   Cabading, Arlene       03/19/93    07/01/95    12/31/96     375.00   Y --
 56     E.1    400     495.00   1.238     495.00   1.238   Brandt, Robert         03/01/93    03/01/93    09/01/93     375.00   Y --
 57     AL.1   500     540.00   1.080     535.00   1.070   Belnas, Angelo         07/15/95    07/15/95    04/15/96     375.00   Y --
 58     E.2    400     450.00   1.125     455.00   1.138   Arias, Jerry           01/26/94    08/07/96    08/06/97     410.00   Y --
 59     E.2    400     450.00   1.125       0.00   0.000   VACANT/PRELEASED                               09/07/96     100.00   N VL
 5A     D.1    702     800.00   1.140     800.00   1.140   Williams, Kim/ EMPL    07/27/96    07/28/96    01/31/97       0.00   Y --
 60     E.2    400     450.00   1.125     495.00   1.238   Villanueva, Maria      07/15/96    07/15/96    01/31/97       0.00   Y --
 61     E.2    400     450.00   1.125     450.00   1.125   Khalil, Linda          12/16/95    12/16/95    09/15/96     375.00   Y --
 62     E.2    400     450.00   1.125     495.00   1.238   Hoyte, Steven          03/12/96    03/12/96    03/11/97     375.00   Y --
 63     E.2    400     450.00   1.125     495.00   1.238   Mc Nabb, Dennis        01/02/92    01/02/92    06/30/92     375.00   Y --
 64     E.2    400     450.00   1.125     450.00   1.125   Sumler, Curtis         01/31/96    01/31/96    01/30/97     375.00   Y --
 65     E.2    400     450.00   1.125     440.00   1.100   Gandolfi, Donald       04/01/83    04/01/95    03/31/96     295.00   Y --
 66     B.1    720     675.00   0.938     675.00   0.938   Scholler, Rina         01/27/96    01/27/96    01/26/97     375.00   Y --
 67     A.1    550     560.00   1.018     540.00   0.982   Yu, Liu                01/01/96    01/01/96    09/30/96     410.00   Y --
 68     B.1    720     675.00   0.938     575.00   0.799   Ortiz, Jesus           04/10/95    04/10/95    10/10/95     375.00   Y --
 69     A.1    550     560.00   1.018     560.00   1.018   Hernandez, Jose        08/26/94    07/01/96    03/31/97     410.00   Y --
 70     B.1    720     675.00   0.938     675.00   0.938   Campos, Juan           02/03/95    08/17/95    05/14/96     295.00   Y --
 71     A.2    550     540.00   0.982       0.00   0.000   VACANT/PRELEASED                               10/01/96     475.00   N VL
 72     B.2    720     615.00   0.854     655.00   0.910   Solis, David           08/06/94    09/01/95    08/31/96     375.00   Y --
 73     A.1    550     560.00   1.018     540.00   0.982   Curtis, Karisa         12/01/95    12/01/95    09/30/96     375.00   Y --
 74     B.2    720     615.00   0.854     675.00   0.938   Buckner, Becky         07/28/95    07/28/95    12/27/96     375.00   Y --
 75     A.2    550     540.00   0.982     540.00   0.982   Becerra, Aaron         10/01/91    10/01/91    03/31/92     375.00   Y --
 76     B.2    720     615.00   0.854     675.00   0.938   Hester, Jerry          02/09/96    02/09/96    08/08/96     375.00   Y --
 77     A.2    550     540.00   0.982     540.00   0.982   Brundage, Frank        03/19/81    07/19/95    08/31/96     200.00   Y --
 78     B.2    720     615.00   0.854     640.00   0.889   Rodriquez, Aracely     08/01/95    08/01/95    07/31/96     375.00   Y --
 79     A.2    550     540.00   0.982     560.00   1.018   Pertano, Jhunne Sel    12/01/95    12/01/95    08/31/96     375.00   Y --
 80     B.2    720     615.00   0.854     610.00   0.847   Doroy, Lorna           05/20/95    03/01/96    02/28/97     375.00   Y --
 81     A.2    550     540.00   0.982     540.00   0.982   Rios, Elizabeth        06/01/94    10/01/95    09/30/96     375.00   Y --
 82     AL.1   500     540.00   1.080     525.00   1.050   Martinez, Michael      05/18/94    09/01/95    12/31/96     375.00   Y --
 83     AL.1   500     540.00   1.080     495.00   0.990   Chaney, Donald C.      02/10/94    09/01/95    06/30/96     410.00   Y --
 84     AL.1   500     540.00   1.080     540.00   1.080   Flores, Maria          05/03/96    05/04/96    02/03/97     375.00   Y --
 85     AL.1   500     540.00   1.080     540.00   1.080   Vaccarezza, Don        08/27/95    09/01/95    08/31/96     375.00   Y --
 86     AL.1   500     540.00   1.080     540.00   1.080   Ray, Timothy           09/20/96    09/20/96    09/19/97     375.00   Y --
 87     AL.1   500     540.00   1.080     520.00   1.040   Garrido, Joseph        06/03/94    10/28/95    07/27/96     375.00   Y --
 88     AL.1   500     540.00   1.080     540.00   1.080   Singh, Bimaljit        09/02/96    09/02/96    06/01/97     475.00   Y --
 89     AL.1   500     540.00   1.080     540.00   1.080   Smith, Connie          02/29/96    03/07/96    11/23/97     375.00   Y --
 90     AL.1   500     540.00   1.080     495.00   0.990   Valdez, Blanca         02/01/94    09/01/95    04/13/97     375.00   Y --
 91     AL.1   500     540.00   1.080     540.00   1.080   Daniels, Matthew       09/26/94    05/01/96    10/31/97     405.00   Y --
 92     AL.1   500     540.00   1.080     495.00   0.990   Headspeth, David       10/23/93    10/01/95    08/31/96     375.00   Y --
 93     AL.1   500     540.00   1.080     520.00   1.040   Petereon, Scott        04/29/95    07/31/96    07/30/97     375.00   Y --
 94     AL.1   500     540.00   1.080     495.00   0.990   Graham, Christopher    04/18/94    09/01/95    06/30/96     375.00   Y --
 95     AL.1   500     540.00   1.080     540.00   1.080   Barnes, Christi        05/18/96    05/31/96    02/17/97     875.00   Y --
 96     AL.1   500     540.00   1.080     500.00   1.000   Farmer, Aaron          04/12/95    04/12/95    10/10/95     375.00   Y --
 97     AL.1   500     540.00   1.080     540.00   1.080   Gaxiola, Tony          06/01/96    09/01/96    08/31/97     375.00   Y --
 98     AL.1   500     540.00   1.080     540.00   1.080   Decius, Carl R.        03/13/96    03/15/96    03/14/97     375.00   Y --
</TABLE>
<PAGE>

09/28/96               LINCOLN RESIDENTIAL MGMT SERVICES                Page 3
5:00                         Laurel Tree Apartments                     ID 3.6.1
                                    All Units

<TABLE>
<CAPTION>
== Unit Profile ==     ==== Scheduled vs Actual Rent ===   ====================   ==Moved=    == Current Lease ===    Security  YNAD
ID.     Type  SqFt     Amount   /SqFt     Amount   /SqFt   Current Lease             In        Begin        End       Deposit   Stat
======  ==== =====     ======   =====     ======   =====   ====================   ========    ========    ========    =======   ====
<S>     <C>   <C>      <C>      <C>       <C>      <C>     <C>                    <C>         <C>         <C>         <C>      <C>
 99     AL.1   500     540.00   1.080     540.00    1.080   Ekiss, Dennis         11/16/95    11/16/95    08/15/96     375.00   Y --
100     AL.1   500     540.00   1.080     495.00    0.990   Jackson, Angel        08/01/89    11/01/95    10/30/96     375.00   Y --
101     AL.1   500     540.00   1.080     540.00    1.080   Morgan, Eric C.       06/10/96    06/10/96    06/09/97     375.00   Y --
102     AL.1   500     540.00   1.080     540.00    1.080   Porraz, Elizabeth     09/13/96    09/13/96    09/12/97     375.00   Y --
103     AL.1   500     540.00   1.080     540.00    1.080   Gomez, Mario          03/13/96    03/15/96    03/10/97     375.00   Y --
104     AL.1   500     540.00   1.080     565.00    1.130   Aranda, Daniel        04/15/96    04/14/96    10/13/97     410.00   Y --
105     AL.1   500     540.00   1.080     515.00    1.030   Sanchez, Jorge        12/22/95    12/22/95    09/21/96     375.00   Y --
106     AL.1   500     540.00   1.080     540.00    1.080   Herrera, Jesus Mart   09/06/96    09/06/96    05/31/97     375.00   Y --
107     AL.1   500     540.00   1.080     515.00    1.030   Tanori, Fabian        01/10/96    01/10/96    01/09/97     375.00   Y --
108     AL.1   500     540.00   1.080     540.00    1.080   Torrez, Jesse         08/06/96    08/10/96    01/20/97     375.00   Y --
109     E.1    400     495.00   1.238     455.00    1.138   Monzalvo, Alfredo     12/05/94    09/01/95    08/31/96     375.00   Y --
110     E.1    400     495.00   1.238     495.00    1.238   Lee, Denise           07/13/96    07/13/96    11/03/96     375.00   Y --
111     E.1    400     495.00   1.238       0.00    0.000   VACANT/PRELEASED                              08/26/96       0.00   N VL
112     E.1    400     495.00   1.238     495.00    1.238   Lucas, Ronald         09/06/96    09/06/96    06/05/97     375.00   Y --
113     AL.1   500     540.00   1.080     540.00    1.080   Cortez, Rafael        11/16/95    11/18/95    08/17/96     375.00   Y --
114     AL.1   500     540.00   1.080     515.00    1.030   Jin, Park Tai         02/24/96    02/24/96    02/23/97     375.00   Y --
115     AL.1   500     540.00   1.080     540.00    1.080   Fairman, Sammy        09/05/96    09/05/96    06/04/97     375.00   Y --
116     AL.1   500     540.00   1.080     540.00    1.080   Thompson, Chris       08/04/96    08/07/96    01/22/97     410.00   Y --
117     AL.1   500     540.00   1.080     495.00    0.990   Hernandez, Manuel     03/13/96    03/15/96    03/14/97     375.00   Y --
118     E.1    400     495.00   1.238     475.00    1.188   Pacheco. Priscilla    11/11/95    11/11/95    08/10/96     375.00   Y --
119     E.1    400     495.00   1.238     430.00    1.075   Kelly, Tracy          12/29/92    12/29/92    07/13/97     400.00   Y --
120     E.1    400     495.00   1.238     495.00    1.238   Acosta, David         03/18/96    03/18/96    03/17/97     375.00   Y --
121     AL.1   500     540.00   1.080     515.00    1.030   Figueroa, Julio       06/09/94    06/09/94    05/29/96     410.00   Y --
122     E.2    400     450.00   1.125     430.00    1.075   Call, Carl            07/23/91    10/01/95    06/30/96     375.00   Y --
123     E.2    400     450.00   1.125       0.00    0.000   VACANT/PRELEASED                              09/17/96     100.00   N VL
124     E.2    400     450.00   1.125     435.00    1.088   Lindsley, Tammy       06/01/95    03/01/96    02/28/97     375.00   Y --
125     E.2    400     450.00   1.125     450.00    1.125   Ronald Anderson       02/01/95    02/01/95    07/26/96     375.00   Y --
126     E.2    400     450.00   1.125     435.00    1.088   Li, Jin Le            06/19/95    03/01/96    02/28/97     375.00   Y --
127     5.2    400     450.00   1.125     495.00    1.238   Edwards, Ayana        06/22/96    06/27/96    06/25/97     375.00   Y --
128     5.2    400     450.00   1.125     495.00    1.238   Nomura, Ko            09/01/96    09/01/96    02/28/97     375.00   Y --
129     5.2    400     450.00   1.125     495.00    1.238   Denard, Ardella       04/21/96    04/21/96    07/20/96     375.00   Y --
130     AL.1   500     540.00   1.080     540.00    1.080   King, Tim             07/06/96    07/15/96    03/31/97     375.00   Y --
131     AL.1   500     540.00   1.080     540.00    1.080   Cooper, Callie        09/20/96    09/21/96    06/30/97     375.00   Y --
132     AL.1   500     540.00   1.080     540.00    1.080   Jiuenez, Alex         09/13/96    09/13/96    06/12/97     375.00   Y --
133     AL.1   500     540.00   1.080     540.00    1.080   James, Karen          10/25/95    09/19/96    09/18/97     375.00   Y --
134     AL.1   500     540.00   1.080     540.00    1.080   Andrade, Connie       05/17/96    05/17/96    05/16/97     375.00   Y --
135     AL.1   500     540.00   1.080     540.00    1.080   Jasper, Valarie       06/05/96    06/07/96    06/06/97     375.00   Y --
136     AL.1   500     540.00   1.080     540.00    1.080   Christenson, Kim      07/08/96    07/08/96    12/31/96     375.00   Y --
137     AL.1   500     540.00   1.080     540.00    1.080   Smith, Kaysee         09/27/96    09/27/96    04/26/97     750.00   Y --
138     AL.1   500     540.00   1.080     540.00    1.080   Dhesi, Harry Mohan    06/17/96    06/17/96    10/16/96     375.00   Y --
139     AL.1   500     540.00   1.080     540.00    1.080   Velasquez, Sadie      08/08/96    08/08/96    04/30/97     375.00   Y --
140     AL.1   500     540.00   1.080     515.00    1.030   Martinez, Thomas      11/01/95    11/01/95    07/31/96     410.00   Y --
141     AL.1   500     540.00   1.080     515.00    1.030   Miglionato, Kevin     09/09/95    10/01/95    09/30/96     375.00   Y --
142     B.1    720     675.00   0.938     605.00    0.840   Lopez, Alejandro      06/24/95    06/24/95    12/31/96     410.00   Y --
143     A.1    550     560.00   1.018       0.00    0.000   VACANT/PRELEASED                              08/30/96     100.00   N VL
144     B.1    720     675.00   0.938     675.00    0.938   Cooper, Theresa       07/03/96    07/03/96    03/31/97     375.00   Y --
145     A.1    550     560.00   1.018     560.00    1.018   Harrigan, Parrish     04/15/96    04/20/96    04/06/97     375.00   Y --
146     B.1    720     675.00   0.938     675.00    0.938   Carrillo, Jesse       09/20/96    09/20/96    04/30/97     375.00   Y --
147     A.1    550     560.00   1.018     520.00    0.945   Lovelady, Tami L.     06/08/91    09/01/95    06/30/96     375.00   Y --
</TABLE>
<PAGE>

09/28/96               LINCOLN RESIDENTIAL MGMT SERVICES                Page 4
5:00                         Laurel Tree Apartments                     ID 3.6.1
                                    All Units

<TABLE>
<CAPTION>
== Unit Profile ==     ==== Scheduled vs Actual Rent ===   ====================   ==Moved=    == Current Lease ===    Security  YNAD
ID.     Type  SqFt     Amount   /SqFt     Amount   /SqFt   Current Lease             In        Begin        End       Deposit   Stat
======  ==== =====     ======   =====     ======   =====   ====================   ========    ========    ========    =======   ====
<S>     <C>   <C>      <C>      <C>       <C>      <C>     <C>                    <C>         <C>         <C>         <C>      <C>
148     B.1    720     675.00   0.938     675.00   0.938    Anderson, Denise      03/13/96    03/13/96    03/12/97     375.00   Y --
149     A.1    550     560.00   1.018     560.00   1.018    Corral, Guadalupe     07/05/96    07/05/96    04/30/97     375.00   Y --
150     B.2    720     615.00   0.854     675.00   0.938    Parker, Dan           04/05/96    04/07/96    04/06/97     375.00   Y --
151     A.2    550     540.00   0.982     520.00   0.945    Limosnero, Alex       02/09/93    02/09/93    12/01/93     375.00   Y --
152     B.2    720     615.00   0.354     675.00   0.938    Jenkins, Jennifer     09/27/96    09/27/96    04/26/97     375.00   Y---
153     A.2    550     540.00   0.982     540.00   0.982    Abundis, Bertha       09/27/95    09/27/95    09/26/96     375.00   Y --
154     B.2    720     615.00   0.854     600.00   0.833    Mayfield, Rose M.     04/15/95    04/15/95    01/01/97     375.00   Y --
155     A.2    550     540.00   0.982       0.00   0.000    VACANT                                        09/25/96     375.00   N VA
156     B.2    720     615.00   0.854     675.00   0.938    Becerril, Antonio     07/19/96    07/19/96    01/18/97     375.00   Y --
157     A.2    550     540.00   0.982     580.00   1.055    Jennings, Martha      07/01/94    07/01/94    08/31/96     375.00   Y --
======  ==== =====     ======   =====     ======   =====   ====================   ========    ========    ========    =======   ====
TOTAL:  157  80382   84270.00   1.048   79610.00   1.039    76632 SF Occupied
======  ==== =====     ======   =====     ======   =====   ====================   ========    ========    ========    =======   ====
</TABLE>
<PAGE>
09/28/96               LINCOLN RESIDENTIAL MGMT SERVICES                Page 5
5:00                         Laurel Tree Apartments                     ID 3.6.1
                                    All Units

<TABLE>
<CAPTION>

PHYSICAL OCCUPANCY:     Occupied     Pct      Vacant    Pct      Total      OCCUPANCY PERCENT:    Excl. Off-Line    Incl. Off-Line
===================     ========    =====     ======    ====    ======     ===================    ==============    ==============
<S>                       <C>       <C>       <C>       <C>     <C>        <C>                            <C>               <C>   
   Square Footage.:       76,632    95.3%     3,750     4.7%    80,382     Incl. Vac. Leased.:             98.1%             98.1%

       Unit Count.:          149    94.9%         8     5.1%       157     Excl. Vac. Leased.:             94.9%             94.9%


      EXPOSURE TO VACANCY:        Number      Pct        MOVES/TRANSFERS:        MAKE-READY STATUS.:    Number        Pct
==========================        ======      ====       ================      =====================    ======       ======
  Currently Vacant Units.:          8         5.1%        Oct In.       9       Total Vacant Units.:      8          100.0%    
                                                                                                                                    
      Lees Vacant Leased.:         -5         3.2%       Oct Out.:      7        Ready To Rent (Y).:      0            0.0%    
                                                                                                                                    
Less Occupied Pre-Leased.:         -2         1.3%                             Need Make-Ready (N).:      8          100.0%    
                                                                                                                                    
 Plus Occupied On Notice.:          3         1.9%                               Off-Line Down (D).:      0            0.0%    
                                                                                                                                    
    Occupied But skipped.:          0         0.0%                              Off-Line Admin (A).:      0            0.0%    
                                  -----       ----
 Net Exposure To Vacancy.:          4         2.5%
                                  

      RENTAL RATES:         Occupied      /SqFt       Pct         Vacant      /SqFt       Pct         Total       /SqFt       Pct
   ================        =========      =====      =====        ======      =====       ====      =========     =====      ======
   Scheduled Rent.:        80,245.00      1.047      95.2%      4,025.00      1.073       4.8%      84,270.00     1.048      100.0%

    Actual Status.:        79,610.00      1.039      94.5%      4,025.00      1.073       4.8%      83,635.00     1.040       99.2%

    Loss To Lease.:           635.00      0.008       0.8%


STATUS OF UNIT TYPES, SUBTOTALED BY FIRST 8 CHARACTERS OF UNIT TYPE:
====================================================================================================================================
Unit  Total    #     %    Avg.  Occup.   Total   Sch. $   Avg. $    Act. $    Rent    Sched.    Loss to    Made   Not   OffLn  OffLn
Type  Units   0cc.  0cc.  SqFt   SqFt    SqFt    /Unit    /SqFt     /Unit    /SqFt     Rent      Lesse     Rdy.   Rdy.   Adm.  Down
====  =====   ====  ====  ====  ======   =====   ======   ======    ======   =====   ========   =======    ====   ====   ====  =====
A.l       8      7   88%   550    3850    4400   560.00   1.018     548.57   0.997    4480.00     80.00       0      1      0      0

A.2      16     14   88%   550    7700    8800   540.00   0.982     547.50   0.995    8640.00   -105.00       0      2      0      0

AL.1     60     59   98%   500   29500   30000   540.00   1.080     526.19   1.052   32400.00    815.00       0      1      0      0

B.l      10     10  100%   720    7200    7200   675.00   0.938     650.00   0.903    6750.00    250.00       0      0      0      0

B.2      14     14  100%   720   10080   10080   615.00   0.854     640.00   0.889    8610.00   -350.00       0      0      0      0

D.l       1      1  100%   702     702     702   800.00   1.140     800.00   1.140     800.00      0.00       0      0      0      0

E.1      22     21   95%   400    8400    8800   495.00   1.238     473.57   1.184   10890.00    450.00       0      1      0      0

E.2      26     23   88%   400    9200   10400   450.00   1.125     471.96   1.180   11700.00   -505.00       0      3      0      0
====  =====   ====  ====  ====  ======   =====   ======   ======    ======   =====   ========   =======    ====   ====   ====  =====
   8    157    149   95%   512   76632   80382   536.75   1.048     534.30   1.039   84270.00    635.00       0      8      0      0

====================================================================================================================================
</TABLE>
<PAGE>

                                  HARDING PARK
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                                        MONTH            MONTH           CURRENT          PRIOR            DOLLAR
DESCRIPTION                                             ACTUAL         PRIOR YEAR      YEAR TO DATE    YEAR TO DATE       VARIANCE
- -----------                                             ------         ----------      ------------    ------------       --------
<S>                                                    <C>              <C>             <C>             <C>               <C>      
  GROSS POTENTIAL INCOME                                                                                 75,256.90       (75,256.90)
  RENTAL INCOME VARIANCE                                                                                 (2,430.27)        2,430.27
                                                      ----------       ----------       ----------      ----------       ----------
    NET CURRENT RENT                                   27,725.55        24,494.60       215,248.42      198,317.89        16,930.53

OTHER RENTAL INCOME
  SECURITY DEPOSITS                                     1,600.00         1,041.50         6,435.00        4,262.00         2,173.00
  FORFEITED SECURITY DEPOSITS                             941.70                          2,372.52                         2,372.52
  CHARGES TO TENANTS                                      368.13                            738.13          200.00           538.13
  MISCELLANEOUS                                            97.50            45.00           712.50          428.50           284.00
  DAMAGE                                                                                                 (1,000.00)        1,000.00
  LATE CHARGES                                            155.00           250.00         1,190.00          985.00           205.00
  NSF FEES                                                                  20.00           130.00          120.00            10.00
  CREDIT CHECK                                            175.00           100.00           420.00          290.00           130.00
                                                      ----------       ----------       ----------      ----------       ----------
    TOTAL OTHER RENT INCOME                             3,337.33         1,456.50        ll.998.15        5,285.50         6,712.65

      TOTAL RENTAL INCOME                              31,062.88        25,951.10       227,246.57      203,603.39        23,643.18
                                                      ----------       ----------       ----------      ----------       ----------

OTHER INCOME
  REFUNDED DEPOSITS                                    (1,875.00)       (1,070.00)      (5.410.00)       (2,605.00)       (2,805.00)
  INTEREST INCOME                                          13.12            20.26           762.57          656.86           105.71
  US BOND INTEREST INCOME                                                                 7,189.00        7,188.75             0.25
                                                      ----------       ----------       ----------      ----------       ----------
    TOTAL OTHER INCOME                                 (1,861.88)       (1,049.74)        2,541.57        5,240.61        (2,699.04)

      TOTAL INCOME                                     29.201,00        24,901.36       229,788.14      208,844.00        20,944.14
                                                      ==========       ==========       ==========      ==========       ==========

TOTAL CONTROLLABLE EXPENSES
  PAYROLL EXPENSES
    BONUS                                                 140.00                            468.26                           468.26
    REPAIRS/MAINT.PAYROLL                                 875.15           905.28         6,229.21        6,356.49          (127.28)
    MANAGERS SALARIES                                     689.74           343.38         3,408.77        2,442.09           966.68
    OFFICE SALARIES                                       304.00            64.82         2,600.62        1,160.61         1,440.01
    GROUNDS PAYROLL                                                                                       1,608.00        (1,608.00)
    STATE COMP. INS.-PAYROLL                              121.93            83.38           824.22          874.62           (50.40)
    PAYROLL-HOSPITAL INS                                  226.93           166.77         1,539.57        1,185.31           354.26
    FICA - PAYROLL TAX                                    128.71            88.02           870.06          834.18            35.88
    FUTA - PAYROLL TAX                                     13.55             9.27            91.58           99.81            (8.23)
    SDI TAX-PAYROLL-UNEMPL0Y                               16.94            11.58           109.00          392.66          (283.66)
                                                      ----------       ----------       ----------      ----------       ----------
      PAYROLL EXPENSES                                  2,516.95         1,672.50        16,141.29       14.953,77         1,187.52

ADMINISTRATIVE EXPENSES
  PROMOTIONS                                                                                 11.21                            11.21
</TABLE>
<PAGE>

                                  HARDING PARK
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                                        MONTH            MONTH           CURRENT          PRIOR            DOLLAR
DESCRIPTION                                             ACTUAL         PRIOR YEAR      YEAR TO DATE    YEAR TO DATE       VARIANCE
- -----------                                             ------         ----------      ------------    ------------       --------
<S>                                                    <C>              <C>             <C>             <C>               <C>      
  PLUMBING MAINTENANCE                                    155.26           504.59           783.35        1,825.35       (1,041.50)
  APPLIANCE REPLACEMENT                                   391.77                            491.77          188.92          302.85
  BLDG MAINT SVC/CONTRACT                                                                    47.96          402.58         (354.62)
  ELECTRIC MAINTENANCE                                                      30.20            20.01           948.96         (928.95)
                                                      ----------       ----------       ----------      ----------       ----------
    MAINTENANCE EXPENSES                                2,693.94        (1,679.49)       16,341.05       12,594.18         3,746.87

  CONTROLLABLE EXPENSES                                10,431.28        12,099.76        71,656.57       63,954.02         7,702.55
                                                      ----------       ----------       ----------      ----------       ----------

TOTAL UNCONTROLLABLE EXPENSES
  FIXED EXPENSES
    PROPERTY INSURANCE                                                                      (62.15)                          (62.15)
    PROPERTY TAXES                                                                        9,383.11                         9,383.11
    LICENSES & PERMITS                                                                                       26.60           (26.60)
      FIXED EXPENSES                                                                      9,320.96           26.60         9,294.36
                                                      ----------       ----------       ----------      ----------       ----------
    NET OPERATING INCOME (NOI)                         18,769.72        12,801.60       148,810.61      144,863.38         3,947.23
                                                      ==========       ==========       ==========      ==========       ==========

DEBT SERVICE
  INT. IN 1ST MORTGAGE                                                                   69,962.00       73,007.00        (3,045.00)
  INTEREST EXPENSE                                                                                           96.31           (96.31)
  LOAN EXPENSES                                                                           2,893.62        2,451.19           442.43
                                                      ----------       ----------       ----------      ----------       ----------
    DEBT SERVICE                                                                         72,855.62       75,554.50        (2,698.88)

  OPERATING CASE FLOW                                  18,769.72        12,801.60        75,954.99       69,308.88         6,646.11
                                                      ==========       ==========       ==========      ==========       ==========

NON OPERATING EXPENSES
  REFURBISHMENT & DEFERRAL                              1,681.00         5,619.96         1,681.00       17,393.95       (15,712.95)
                                                      ----------       ----------       ----------      ----------       ----------
    NON OPERATING EXPENSES                              1,681.00         5,619.96         1,681.00       17,393.95       (15,712.95)

      PROFIT/LOSS                                      17,088.72         7,181.64        74,273.99       51,914.93        22,359.06
                                                      ==========       ==========       ==========      ==========       ==========
</TABLE>
<PAGE>

                                   LAUREL TREE
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                                        MONTH            MONTH           CURRENT          PRIOR            DOLLAR
DESCRIPTION                                             ACTUAL         PRIOR YEAR      YEAR TO DATE    YEAR TO DATE       VARIANCE
- -----------                                             ------         ----------      ------------    ------------       --------
<S>                                                    <C>              <C>             <C>             <C>               <C>      
  GROSS POTENTIAL INCOME                                                                                222,021.07      (222,021.07)
  RENTAL INCOME VARIANCE                                                                                (26,802.21)       26,802.21
                                                      ----------       ----------       ----------      ----------       ----------
    NET CURRENT RENT                                   84,603.20        71,445.70       601,433.78      541,571.01        59,862.77

OTHER RENTAL INCOME
  SECURITY DEPOSITS                                     2,800.00         4,845.00        29,960.00       33,755.00        (3,795.00)
  FORFEITED SECURITY DEPOSITS                           1,385.13         1,431.85         9,971.60        2,831.41         7,140.19
  LAUNDRY INCOME                                        1,013.40           994.50         8,288.25       11,058.00        (2,769.75)
  CHARGES TO TENANTS                                      855.17           780.00         4,921.81        3,335.00         1,586.81
  MISCELLANEOUS                                                                                             230.00          (230.00)
  UTILITIES                                                                                                  15.41           (15.41)
  DAMAGE                                                  160.00                            794.52          141.00           653.52
  LATE CHARGES                                            510.00         1,055.00         5,300.00        6,177.00          (877.00)
  NSF FEES                                                 98.89            40.00           518.89          365.00           153.89
  CREDIT CHECK                                            125.00           614.05         1,866.00        3,324.05       (1.458.05)
                                                      ----------       ----------       ----------      ----------       ----------
    TOTAL OTHER RENT INCOME                             6,947.59         9,760.40        61,621.07       61,231.87           389.20

      TOTAL RENTAL INCOME                              91,550.79        81,206.10       663,054.85      602,802.88        60,251.97
                                                      ----------       ----------       ----------      ----------       ----------

OTHER INCOME
  REFUNDED DEPOSITS                                    (3,515.00)       (4,875.00)      (26,015.00)     (25,377.77)         (637.23)
  INTEREST INCOME                                         103.84            53.01           451.18          272.53           178.65
  OTHER INCOME                                                                                            5,600.00        (5,600.00)
                                                      ----------       ----------       ----------      ----------       ----------
    TOTAL OTHER INCOME                                (3,411.16)        (4,821.99)      (25,563.82)     (19,505.24)       (6,058.58)

      TOTAL INCOME                                     88,139.63        76,384.11       637,491.03      583,297.64        54,193.39
                                                      ==========       ==========       ==========      ==========       ==========

TOTAL CONTROLLABLE EXPENSES
  PAYROLL EXPENSES
    BONUS                                                 595.00                          3,713.69        1,225.00         2,488.69
    REPAIRS/MAINT.PAYROLL                               3,773.55         5,266.09        27,060.76       36,263.68        (9,202.92)
    MANAGERS SALARIES                                   2,940.56         1,564.34        15,239.30       10,589.58         4,649.72
    OFFICE SALARIES                                     1,296.02           375.35        11,087.05        6,000.58         5,086.47
    GROUNDS PAYROLL                                                                                       4,248.00        (4,248.00)
    DECORATING PAYROLL                                                                                      312.00          (312.00)
    STATE COMP. INS.-PAYROLL                              522.89           468.22         3,707.70        4,466.32          (758.62)
    PAYROLL-HOSPITAL INS                                  973.17           936.47         6,925.52        6,169.02           756.50
    FICA - PAYROLL TAX                                    551.95           494.24         3,913.68        4,251.17          (337.49)
    FUTA - PAYROLL TAX                                     58.10            52.03           411.97          465.17           (53.20)
    SDI TAX-PAYROLL-UNEMPLOY                               72.63            65.03           489.89        1,579.64        (1,089.75)
                                                      ----------       ----------       ----------      ----------       ----------
      PAYROLL EXPENSES                                 10,783.87         9,221.77        72,549.56       75,570.16        (3,020.60)
</TABLE>
<PAGE>

                                   LAUREL TREE
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                                        MONTH            MONTH           CURRENT          PRIOR            DOLLAR
DESCRIPTION                                             ACTUAL         PRIOR YEAR      YEAR TO DATE    YEAR TO DATE       VARIANCE
- -----------                                             ------         ----------      ------------    ------------       --------
<S>                                                    <C>              <C>             <C>             <C>               <C>      
ADMINISTRATIVE EXPENSES
  PROMOTIONS                                                                                110.27                           110.27
  ADVERTISING                                              46.53           655.35         4,595.31        5,549.52          (953.71)
  SIGNS, FLAGS, BANNERS                                                    339.20                           389.20          (389.20)
  BROCHURES                                                                                  60.83                            60.83
  OFFICE SUPPLIES                                         225.85           166.60           664.71          679.42           (14.71)
  FURNITURE RENTAL                                                                       (3,358.23)                       (3,358.23)
  LEGAL EXPENSES                                          325.69                          3,311.89        1,120.16         2,191.73
  MISCELLANEOUS                                            69.90            83.00           232.00          958.66          (726.66)
  CREDIT CHECK EXPENSE                                    289.60           369.00         1,089.60        1,749.45          (659.85)
  AUDIT EXPENSE                                        (3,358.23)
  BANK CHARGES                                             20.00           (44.00)          289.25            0.30           288.95
  PETTY CASE REIMB                                                                                           31.98           (31.98)
  POSTAGE                                                                   53.64           430.19          287.99           142.20
  DUES & SUBSCRIPTIONS                                                                      (87.34)         491.60          (578.94)
  LINCOLN FEE                                           2,949.16         2,578.80        21,907.73       12,509.80         9,397.93
  EMPLOYEE TRAINING                                                                         100.00          257.76          (157.76)
  OUTSIDE STATIONARY MISC                                                                   770.32        1,493.74          (723.42)
                                                      ----------       ----------       ----------      ----------       ----------
    ADMINISTRATIVE EXPENSE                                568.55         4,251.59        30,117.03       25,519.58         4,597.45

CONTRACT SERVICES
  SEC SUP/EXP-FIRE PROTECT                                510.76           103.12         5,633.69        3,740.64         1,893.05
  EXTERMINATING CONTRACT                                 (241.50)          220.00         1,415.17        1,287.00           128.17
  CABLE T.V                                             1,238.98         1,226.20        10,202.46        8,629.48         1,572.98
  GARDENING CONTRACT                                    1,492.03         1,700.00        14,077.68       12,393.05         1,684.63
                                                      ----------       ----------       ----------      ----------       ----------
    CONTRACT SERVICES                                   3,000.27         3,249.32        31,329.00       26,050.17         5,278.83

UTILITY SERVICES
  TELEPHONE EXPENSE                                        62.74            98.35           923.44        1,125.09          (201.65)
  TRASH REMOVAL                                         3,138.65         3,529.25        21,970.55       26,750.40        (4,779.85)
  PGE-- HOUSE                                                              957.48         6,428.40       12,884.99        (6,456.59)
  GAS - HOUSE                                             816.31         1,635.65         8,482.03        6,414.08         2,067.95
  PGE APARTMENT METERS                                     78.63            66.12           917.89          805.93           111.96
  WATER                                                 1,182.60         1,267.06         3,709.37        7,604.43        (3,895.06)
  SEWER CHARGES                                         3,358.23                         13,432.92       13,432.92
                                                      ----------       ----------       ----------      ----------       ----------
    UTILITY SERVICES                                    8,637.16         7,553.91        55,864.60       69,017.84       (13,153.24)

MAINTENANCE EXPENSES
  CARPET REPAIRS/MAINT                                   (654.50)          170.00         4,064.50        1,557.20         2,507.30
  CARPET REPLACEMENT                                    4,601.43         9,130.61        10,427.96       33,294.02       (22,866.06)
  GROUNDS SUPPLY/REPLACEMENT                              145.02                            383.21        4,282.39        (3,899.18)
  POOL SUPPLY/REPLACEMENT                                 335.53            (6.07)        1,667.63        1,055.05           612.58
  DECORATING SUPPLIES                                     238.80         5,007.42         5,091.40       12,171.57        (7,080.17)
</TABLE>
<PAGE>

                                   LAUREL TREE
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                                        MONTH            MONTH           CURRENT          PRIOR            DOLLAR
DESCRIPTION                                             ACTUAL         PRIOR YEAR      YEAR TO DATE    YEAR TO DATE       VARIANCE
- -----------                                             ------         ----------      ------------    ------------       --------
<S>                                                    <C>              <C>             <C>             <C>               <C>      
  CLEANING SUPPLIES/SERV                                  552.69           608.26         5,263.35        4,729.89           533.46
  BLDG MAINT SUPPLIES                                   1,243.15         4,365.44        10,813.25       31,323.17       (20,509.92)
  PLUMBING MAINTENANCE                                    130.17         2,059.27         1,803.26        8,754.48        (6,951.22)
  APPLIANCE REPLACEMENT                                 1,133.24         2,473.78         7,821.20       12,328.97        (4,507.77)
  BLDG MAINT SVC/CONTRACT                                                 (213.93)          389.54         (608.34)          997.88
  ELECTRIC MAINTENANCE                                     20.63           199.77         1.774.65        1,288.01           486.64
                                                      ----------       ----------       ----------      ----------       ----------
      MAINTENANCE EXPENSES                              7,796.16        23,794.55        49,499.95      110,176.41       (60,676.46)

    CONTROLLABLE EXPENSES                              30,786.01        48,071.14       239,360.14      306,334.16       (66,974.02)
                                                      ----------       ----------       ----------      ----------       ----------

TOTAL UNCONTROLLABLE EXPENSES

FIXED EXPENSES
  PROPERTY INSURANCE                                                                      (272.78)                          (272.78)
  PROPERTY TAXES                                                                        16,496.79                         16,496.79
  LICENSES & PERMITS                                                                     1,884.00         1,997.40          (113.40)
                                                      ----------       ----------       ----------      ----------       ----------
    FIXED EXPENSES                                                                      18,108.01         1,997.40        16,110.61

  NET OPERATING INCOME (NOI)                           57,353.62        28,312.97       380,022.88      274,966.08       105,056.80
                                                      ==========       ==========       ==========      ==========       ==========

DEBT SERVICE
                                                      ----------       ----------       ----------      ----------       ----------

  OPERATING CASH FLOW                                  57,353.62        28,312.97       380,022.88      274,966.08       105,056.80
                                                      ==========       ==========       ==========      ==========       ==========

NON OPERATING EXPENSES
  REFURBISHMENT & DEFERRAL                             (1,530.13)        5,682.84         3,068.96       30,555.22       (27,486.26)
                                                      ----------       ----------       ----------      ----------       ----------

    NON OPERATING EXPENSES                             (1,530.13)        5,682.84         3,068.96       30,555.22       (27,486.26)
      PROFIT/LOSS                                      58,883.75        22,630.13       376,953.92      244,410.86       132,543.06
                                                      ==========       ==========       ==========      ==========       ==========
</TABLE>
<PAGE>

                                  HARDING PARK
                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                        MONTH            MONTH           CURRENT          PRIOR            DOLLAR
DESCRIPTION                                             ACTUAL         PRIOR YEAR      YEAR TO DATE    YEAR TO DATE       VARIANCE
- -----------                                             ------         ----------      ------------    ------------       --------
<S>                                                    <C>              <C>             <C>             <C>               <C>      
  GROSS POTENTIAL INCOME                                                24,858.23        75,256.90      315,648.85      (240,391.95)
  RENTAL INCOME VARIANCE                                                 1,953.16        (2,430.27)     (25,865.19)       23,434.92
                                                      ----------       ----------       ----------      ----------       ----------
    NET CURRENT RENT                                   27,871.40        25,976.39       304,639.24      288,948.66        15,690.58

OTHER RENTAL INCOME
  SECURITY DEPOSITS                                     1,500.00                          7,338.00       10,512.l0        (3,174.10)
  FORFEITED SECURITY DEPOSITS                                                               500.00                           500.00
  CHARGES TO TENANTS                                                       120.00           280.00        1,945.00        (1,665.00)
  MISCELLANEOUS                                            75.00            92.34           653.50          975.51          (322.01)
  UTILITIES                                                                 10.54                            27.59           (27.59)
  DAMAGE                                                1,500.00           500.00           500.00        1,261.03          (761.03)
  LATE CHARGES                                            165.00            40.00         1,315.00          565.00           750.00
  NSF FEES                                                                  10.00           130.00          102.00            28.O0
  CREDIT CHECK                                             50.00            60.00           540.00          200.00           340.00
                                                      ----------       ----------       ----------      ----------       ----------
    TOTAL OTHER RENT INCOME                             3,290.00           832.88        11,256.50       15,588.23        (4,331.73)

      TOTAL RENTAL INCOME                              31,161.40        26,809.27       315,895.74      304,536.89        11,358.85
                                                      ----------       ----------       ----------      ----------       ----------

OTHER INCOME
  REFUNDED DEPOSITS                                      (500.00)         (500.00)       (4,665.00)     (11,515.49)        6,850.49
  INTEREST INCOME                                         108.87            16.92           851.57          188.60           662.97
  US BOND INTEREST INCOME                                (208.94)         (127.16)       14,377.50       14,377.50
                                                      ----------       ----------       ----------      ----------       ----------
    TOTAL OTHER INCOME                                   (600.07)         (610.24)       10,564.07        3,050.61         7,513.46

      TOTAL INCOME                                     30,561.33        26,199.03       326,459.81      307,587.50        18,872.31
                                                      ==========       ==========       ==========      ==========       ==========

TOTAL CONTROLLABLE EXPENSES
  PAYROLL EXPENSES
    BONUS                                                 802.67                            890.42                           890.42
    REPAIRS/MAINT.PAYROLL                                 852.37           783.00         9,727.26        6,825.78         2,901.48
    MANAGERS SALARIES                                     470.85           594.64         3,982.49        2,937.14         1,045.35
    OFFICE SALARIES                                       467.40           240.00         1,907.78        1,963.50           (55.72)
    GROUNDS PAYROLL                                                      1,068.00         1,608.00        7,158.00        (5,550.00)
    DECORATING PAYROLL                                                      96.00                           240.00          (240.00)
    STATE COMP. INS.-PAYROLL                              175.54           268.01         1,301.39        1,882.33          (580.94)
    WORKERS COMP. MEDICAL                                                                                    23.42           (23.42)
    PAYROLL-HOSPITAL INS                                  351.06           204.85         2,038.84          880.85         1,157.99
    FICA - PAYROLL TAX                                    185.28           140.28         1,284.66        1,463.05          (178.39)
    FUTA - PAYROLL TAX                                     19.51            23.47           147.24          128.07            19.17
    SDI TAX-PAYROLL-UNEMPLOY                               29.89             3.54           457.44          696.56          (239.12)
                                                      ----------       ----------       ----------      ----------       ----------
      PAYROLL EXPENSES                                  3,354.57         3,421.79        23.345.52       24,198.70          (853.18)
</TABLE>
<PAGE>

                                  HARDING PARK
                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                        MONTH            MONTH           CURRENT          PRIOR            DOLLAR
DESCRIPTION                                             ACTUAL         PRIOR YEAR      YEAR TO DATE    YEAR TO DATE       VARIANCE
- -----------                                             ------         ----------      ------------    ------------       --------
<S>                                                    <C>              <C>             <C>             <C>               <C>      
ADMINISTRATIVE EXPENSES
  ADVERTISING                                             148.96           378.29         2,374.79        1,616.04           758.75
  SIGNS, FLAGS, BANNERS                                                                      91.29                            91.29
  OFFICE SUPPLIES                                           3.12           118.80           337.65          465.59          (127.94)
  COMPUTER EXPENSES                                                                           4.80                             4.80
  LEGAL EXPENSES                                                            25.00         1,303.77           18.33         1,285.44
  MISCELLANEOUS                                            11.40            23.16           302.81           71.02           231.79
  CREDIT CHECK EXPENSE                                      8.00            27.50            46.55          260.29          (213.74)
  BANK CHARGES                                              4.00                             36.00                            36.00
  PETTY CASH REIMB                                                                            8.00          202.99          (194.99)
  POSTAGE                                                  48.06                            101.39                           101.39
  DUES & SUBSCRIPTIONS                                                                       22.10                            22.10
  LINCOLN FEE                                           1,018.09                          8,264.33                         8,264.33
  NSF CHECK                                                                  9.33                             9.33            (9.33)
  EMPLOYEE TRAINING                                        19.00                            154.76                           154.76
  OUTSIDE STATIONARY MISC                                                                   377.83                           377.83
                                                      ----------       ----------       ----------      ----------       ----------
    ADMINISTRATIVE EXPENSE                              1,260.63           582.08        13,426.07        2,643.59        10,782.48

CONTRACT SERVICES
  SEC SUP/EXP-FIRE PROTECT                               (290.82)                         2,110.77           64.58         2,O46.19
  EXTERMINATING CONTRACT                                                                  2,117.50                         2,117.50
  CABLE T.V                                               580.94           611.84         3,243.66        3,679.32          (435.66)
  GARDENING CONTRACT                                      350.00                          6,684.60                         6,684.60
                                                      ----------       ----------       ----------      ----------       ----------
    CONTRACT SERVICES                                     640.12           611.84        14,156,53        3,743.90        10,412.63

UTILITY SERVICES
  TELEPHONE EXPENSE                                        39.50            19.01           492.92          271.32           221.60
  TRASH REMOVAL                                         1,175.85         1,491.40        15,148.37       16,599.55        (1,451.18)
  PGE - HOUSE                                             149.57           432.04         3,197.00        2,057.45         1,139.55
  GAS - HOUSE                                                                               650.29                           650.29
  PGE APARTMENT METERS                                     73.46            62.18           703.71          104.46           599.25
  WATER                                                    60.89           112.75         2,369.49        2,286.12            83.37
  SEWER CHARGES                                           (12.30)                         4,752.64        4,620.24           132.40
                                                      ----------       ----------       ----------      ----------       ----------
    UTILITY SERVICES                                    1,486.97         2,117.38        27.314,42       25,939.14         1,375.28

MAINTENANCE EXPENSES
  CARPET REPAIRS/MAINT                                     65.00            55.00           385.00        1,321.95          (936.95)
  CARPET REPLACEMENT                                                       214.50        16,114.09        3,298.36        12,815.73
  GROUNDS SUPPLY/REPLACEMENT                                                                 31.80          466.84          (435.04)
  EQUIPMENT RENTAL                                                                                           47.61           (47.61)
  POOL SUPPLY/REPLACEMENT                                                                   720.54          221.36           499.18
  DECORATING SUPPLIES                                                      196.57         4,073.73          495.38         3,578.35
  CLEANING SUPPLIES/SERV                                    5.93           200.00         1,522.96        1,380.00           142.96
</TABLE>
<PAGE>
                                  HARDING PARK
                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                        MONTH            MONTH           CURRENT          PRIOR            DOLLAR
DESCRIPTION                                             ACTUAL         PRIOR YEAR      YEAR TO DATE    YEAR TO DATE       VARIANCE
- -----------                                             ------         ----------      ------------    ------------       --------
<S>                                                    <C>              <C>             <C>             <C>               <C>      
  EXTERMINATING SUPPLIES                                                   165.00           190.00          650.00          (460.00)
  BLDG MAINT SUPPLIES                                     816.72         1,773.63        10,838.44       11,154.26          (315.82)
  PLUMBING MAINTENANCE                                    (78.74)                         2,598.43          127.84         2,470.59
  APPLIANCE REPLACEMENT                                                                   3,927.15        1,930.67         1,996.48
  BLDG MAINT SVC/CONTRACT                                  22.72       (30,604.29)          603.42        1,764.67        (1,161.25)
  ELECTRIC MAINTENANCE                                     92.28                          1,059.94                         1,059.94
  MISC. MAINT. EXPENSES                                                                       2.66           42.96           (40.30)
                                                      ----------       ----------       ----------      ----------       ----------
      MAINTENANCE EXPENSES                                923.91       (27,999.59)       42,068.16       22,901.90        19,166.26

  CONTROLLABLE EXPENSES                                 7,666.20       (21,266.50)      120,310.70       79,427.23        40,883.47
                                                      ----------       ----------       ----------      ----------       ----------

TOTAL UNCONTROLLABLE EXPENSES
  FIXED EXPENSES
    PROPERTY INSURANCE                                    789.51        11,493.20         1,579.02       11,493.20        (9,914.18)
    PROPERTY TAXES                                                       9,043.84         9,383.11       17,613.26        (8,230.15)
    LICENSES & PERMITS                                                                       26.60           28.00            (1.40)
                                                      ----------       ----------       ----------      ----------       ----------
      FIXED EXPENSES                                      789.51        20,537.04        10,988.73       29,134.46       (18,145.73)

    NET OPERATING INCOME (NOI)                         22,105.62        26,928.49       195,160.38      199,025.81        (3,865.43)
                                                      ==========       ==========       ==========      ==========       ==========

DEBT SERVICE
  INT. IN 1ST MORTGAGE                                                                  146,013.65      154,659.00        (8,645.35)
  INTEREST EXPENSE                                                                           96.31                            96.31
  LOAN EXPENSES                                                                           2,451.19        8,132.91        (5,681.72)
                                                      ----------       ----------       ----------      ----------       ----------
      DEBT SERVICE                                                                      148,561.15      162,791.91       (14,230.76)

  OPERATING CASH FLOW                                  22,105.62        26,928.49        46,599.23       36,233.90        10,365.33
                                                      ==========       ==========       ==========      ==========       ==========


NON OPERATING EXPENSES
  DEPRECIATION EXPENSE                                 78,078.00        78,047.00        78,078.00       78,047.00            31.00
  DEFERRED INT. AMORTIZ                                 2,194.92         2,948.11         2,194.92        2,948.11          (753.19)
  REFURBISHMENT & DEFERRAL                               (213.56)       43,641.00        17,785.92       43,641.00       (25,855.08)
    NON OPERATING EXPENSES                             80,059.36       124,636.11        98,058.84      124,636.11       (26,577.27)
                                                      ----------       ----------       ----------      ----------       ----------
      PROFIT/LOSS                                     (57,953.74)      (97,707.62)      (51,459.61)     (88,402.21)       36,942.60
                                                      ==========       ==========       ==========      ==========       ==========
</TABLE>
<PAGE>

                                   LAUREL TREE
                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                        MONTH            MONTH           CURRENT          PRIOR            DOLLAR
DESCRIPTION                                             ACTUAL         PRIOR YEAR      YEAR TO DATE    YEAR TO DATE       VARIANCE
- -----------                                             ------         ----------      ------------    ------------       --------
<S>                                                    <C>              <C>             <C>             <C>               <C>      
  GROSS POTENTIAL INCOME                                                73,974.83       222,021.07      888,199.94      (666,178.97)
  RENTAL INCOME VARIANCE                                                (3,794.74)      (26,802.21)    (123,925.78)       97,123.57
                                                      ----------       ----------       ----------      ----------       ----------
    NET CURRENT RENT                                   74,281.68        70,180.09       838,207.30      764,274.16        73,933.14

OTHER RENTAL INCOME
  SECURITY DEPOSITS                                     5,550.00           750.00        46,120.00       55,757.34        (9,637.34)
  FORFEITED SECURITY DEPOSITS                             674.84                          5,501.32                         5,501.32
  LAUNDRY INCOME                                          799.50                         14,613.30       15,534.71          (921.41)
  CHARGES TO TENANTS                                      865.00           330.00         5,095.36        9,055.93        (2,960.57)
  MISCELLANEOUS                                                            145.17           230.00          389.41          (159.41)
  SOFT DRINK INCOME                                                                                           4.04            (4.04)
  UTILITIES                                                                 27.84            15.41          110.89           (95.48)
  DAMAGE                                                   70.00           141.19           211.00        1,454.20        (1,243.20)
  LATE CHARGES                                          1,110.00           337.84         9,252.00        3,012.84         6,239.16
  NSF FEES                                                 40.00            50.00         1,015.00          341.00           674.00
  CREDIT CHECK                                            275.00           220.00         4,374.05        2,180.00         2,194.05
                                                      ----------       ----------       ----------      ----------       ----------
    TOTAL OTHER RENT INCOME                             9,384.34         2,002.03        86,427.44       86,840.36          (412.92)

      TOTAL RENTAL INCOME                              83,666.02        72,182.12       924,634.74      851,114.52        73,520.22
                                                      ----------       ----------       ----------      ----------       ----------

OTHER INCOME
  REFUNDED DEPOSITS                                    (6,265.00)       (2,195.00)      (42,905.34)     (51,329.48)        8,424.14
  INTEREST INCOME                                         136.51                            562.01                           562.01
  OTHER INCOME                                                                            5,600.00                         5,600.00
                                                      ----------       ----------       ----------      ----------       ----------
    TOTAL OTHER INCOME                                 (6,128.49)       (2,195.00)      (36,743.33)     (51,329.48)       14,586.15

      TOTAL INCOME                                     77,537.53        69,987.12       887,891.41      799,785.04        88,106.37
                                                      ==========       ==========       ==========      ==========       ==========

TOTAL CONTROLLABLE EXPENSES
  PAYROLL EXPENSES
    BONUS                                                  22.98         1,550.00         4,580.14        1,550.00         3,030.14
    REPAIRS/MAINT.PAYROLL                               3,583.07         5,070.00        51,559.50       26,504.01        25,055.49
    MANAGERS SALARIES                                   2,145.01         1,805.36        17,607.09       11,022.86         6,584.23
    OFFICE SALARIES                                     1,992.63           960.00         9,620.79        7,695.50         1,925.29
    GROUNDS PAYROLL                                                      1,572.00         4,248.00       17,205.12       (12,957.12)
    DECORATING PAYROLL                                                     240.00           312.00          782.37          (470.37)
    STATE COMP. INS. -PAYROLL                             499.76         1,078.68         6,365.56        6,453.30           (87.74)
    WORKERS COMP. MEDICAL                                                                                    93.68           (93.68)
    PAYROLL-HOSPITAL INS                                1,030.54           819.40         9,998.51        3,828.60         6,169.91
    FICA - PAYROLL TAX                                    527.52           686.01         6,255.92        4,954.14         1,301.78
    FUTA - PAYROLL TAX                                     55.53           197.97           676.19          547.07           129.12
    SDI TAX-PAYROLL-UNEMPLOY                               94.50            29.88         1,868.51        2,342.75          (474.24)
</TABLE>
<PAGE>

                                  LAUREL TREE
                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                        MONTH            MONTH           CURRENT          PRIOR            DOLLAR
DESCRIPTION                                             ACTUAL         PRIOR YEAR      YEAR TO DATE    YEAR TO DATE       VARIANCE
- -----------                                             ------         ----------      ------------    ------------       --------
<S>                                                    <C>              <C>             <C>             <C>               <C>      
                                                      ----------       ----------       ----------      ----------       ----------
    PAYROLL EXPENSES                                    9,951.54        14,009.30       113,092.21       82,979.40        30,112.81

ADMINISTRATIVE EXPENSES
  PROMOTIONS                                                                                 42.33                            42.33
  ADVERTISING                                             358.29         2,013.12         8,663.22        6,385.45         2,277.77
  SIGNS, FLAGS, BANNERS                                                                     389.20                           389.20
  OFFICE SUPPLIES                                          13.32           475.16         1,401.95        2,481.52        (1,079.57)
  COMPUTER EXPENSES                                                                          41.29                            41.29
  LEGAL EXPENSES                                                          (105.00)        3,159.14          (41.00)        3,200.14
  MISCELLANEOUS                                            48.60            92.61         1,055.20          284.00           771.20
  CREDIT CHECK EXPENSE                                     97.60            43.00         2,489.05          914.16         1,574.89
  BANK CHARGES                                             24.00            (0.30)           84.90           (0.30)           85.20
  PETTY CASH REIMB                                                                           31.98          374.40          (342.42)
  POSTAGE                                                 210.89                            479.25                           479.25
  DUES & SUBSCRIPTIONS                                                                     (105.65)                         (105.65)
  LINCOLN FEE                                           2,645.40                         23,242.51                        23,242.51
  NSF CHECK                                                               (115.00)
  EMPLOYEE TRAINING                                        81.00                            762.76                           762.76
  OUTSIDE STATIONARY MISC                                                                 1,807.78                         1,807.78
                                                      ----------       ----------       ----------      ----------       ----------
    ADMINISTRATIVE EXPENSE                              3,479.10         2,403.59        43,544.91       10,398.23        33,146.68

CONTRACT SERVICES
  SEC SUP/EXP-FIRE PROTECT                                 86.45                          6,211.22          359.85         5,851.37
  EXTERMINATING CONTRACT                                   21.50                          2,058.50                         2,058.50
  CABLE T.V                                             2,477.96         2,447.36        13,587.94       14,717.22        (1,129.26)
  GARDENING CONTRACT                                    2,002.54                         20,009.63                        20,009.63
  DECORATING CONTRACT                                                                                       300.00          (300.00)
                                                      ----------       ----------       ----------      ----------       ----------
    CONTRACT SERVICES                                   4,588.45         2,447.36        41,867.29       15,377.07        26,490.22

UTILITY SERVICES
  TELEPHONE EXPENSE                                       272.17            75.96         2,023.39        1,100.68           922.71
  TRASH REMOVAL                                         3,138.65         3,980.45        40,522.03       44,943.15        (4,421.12)
  PGE - HOUSE                                           1,002.42         2,709.68        17,884.95       25,254.48        (7,369.53)
  GAS - HOUSE                                           1,120.41                         13,669.18                        13,669.18
  PGE APARTMENT METERS                                    206.34           148.33         1,654.76        1,255.27           399.49
  WATER                                                                  1,384.62        15,689.12       14,570.21         1,118.91
  SEWER CHARGES                                                                          24,325.94       20,149.38         4,176.56
                                                      ----------       ----------       ----------      ----------       ----------
    UTILITY SERVICES                                    5,739.99         8,299.04       115,769.37      107,273.17         8,496.20

MAINTENANCE EXPENSES
  CARPET REPAIRS/MAINT                                    420.00           145.00         3,214.70        5,710.59        (2,495.89)
  CARPET REPLACEMENT                                    2,233.53           857.98        54,669.98       11,154.10        43,515.88
  GROUNDS SUPPLY/REPLACEMENT                                               343.22         4,282.39        2,210.44         2,071.95
</TABLE>
<PAGE>

                                  LAUREL TREE
                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                        MONTH            MONTH           CURRENT          PRIOR            DOLLAR
DESCRIPTION                                             ACTUAL         PRIOR YEAR      YEAR TO DATE    YEAR TO DATE       VARIANCE
- -----------                                             ------         ----------      ------------    ------------       --------
<S>                                                    <C>              <C>             <C>             <C>               <C>      
  EQUIPMENT RENTAL                                                          62.70                           242.40          (242.40)
  POOL SUPPLY/REPLACEMENT                                                                 2,994.94          805.81         2,179.13
  DECORATING SUPPLIES                                     298.23           403.47        11,521.88        1,433.09        16,088.79
  CLEANING SUPPLIES/SERV                                  387.61           245.00         8,176.12        6,450.00         1,726.12
  EXTERI4INATING SUPPLIES                                                                                   630.00          (630.00)
  BLDG MAINT SUPPLIES                                   1,593.05         5,302.44        41,666.18       32,957.86         8,708.32
  PLUMBING MAINTENANCE                                     68.69           275.00        13,524.15          385.00        13,139.15
  APPLIANCE REPLACEMENT                                  (307.80)                        13,161.18        3,854.92         9,306.26
  BLDG MAINT SVC/CONTRACT                                 189.74       (14,682.80)          331.94          907.20          (575.26)
  ELECTRIC MAINTENANCE                                     34.58                          1,366.48                         1,366.48
  MISC. MAINT. EXPENSES                                                                      11.35          171.84          (160.49)
                                                      ----------       ----------       ----------      ----------       ----------
      MAINTENANCE EXPENSES                              4,917.63        (7,047.99)      160,911.29       66,913.25        93,998.04

    CONTROLLABLE EXPENSES                              28,676.71        20,111.30       475,185.07      282,941.12       192,243.95
                                                      ----------       ----------       ----------      ----------       ----------

TOTAL UNCONTROLLABLE EXPENSES
  FIXED EXPENSES
    PROPERTY INSURANCE                                  3,465.06        50,442.37         6,930.12       50,442.37       (43,512.25)
    PROPERTY TAXES                                                      16,210.11        16,496.79       32,420.22       (15,923.43)
    LICENSES & PERMITS                                                                    1,997.40          112.00         1,885.40
                                                      ----------       ----------       ----------      ----------       ----------
      FIXED EXPENSES                                    3,465.06        66,652.48        25,424.31       82,974.59       (57,550.28)

    NET OPERATING INCOME (NOI)                         45,395.76       (16,776.66)      387,282.03      433,869.33       (46,587.30)
                                                      ----------       ----------       ----------      ----------       ----------

DEBT SERVICE
                                                      ----------       ----------       ----------      ----------       ----------
    OPERATING CASH FLOW                                45,395.76       (16,776.66)      387,282.03      433,869.33       (46,587.30)
                                                      ==========       ==========       ==========      ==========       ==========

  NON OPERATING EXPENSES
    DEPRECIATION EXPENSE                              166,289.00       166,165.00       166,289.00      166,165.00           124.00
    REFURBISHMENT & DEFERRAL                           (2,226.24)       77,300.00        37,412.62       77,300.00       (39,887.38)
                                                      ----------       ----------       ----------      ----------       ----------
      NON OPERATING EXPENSES                          164,062.76       243,465.00       203,701.62      243,465.00       (39,763.38)

        PROFIT/LOSS                                  (118,667.00)     (260,241.66)      183,580.41      190,404.33        (6,823.92)
                                                      ==========       ==========       ==========      ==========       ==========
</TABLE>
<PAGE>

                                   LAUREL TREE

LPC - Employee Compensation Report
05 Sep 1996                Page 18

<TABLE>
<CAPTION>
CD# LOC HOME RC EMPL# EMP NAME .......... RT    HIRE     MONTHLY   HOURLY    MONTHLY    MONTHLY     AUTO     MONTHLY  
        PROJ                                    DATE      CASH      CASH     NONCASH    SALARY      ALLOW     RENT    
<S>                   <C>                 <C> <C>        <C>       <C>      <C>       <C>         <C>       <C>
LP6 939 1789 SC 60722 BALLADARES, OSCAR G  R  04/Ol/95   1213.33    7.00               1,213.33                       
                                                                                                                      
LP6 939 1789 SC 61853 DIMICK, DONALD K     R  04/01/95   2133.36   12.31               2,133.36                       
                                                                                                                      
LP6 939 1789 SC 61908 DOYLE, CASEY P       R  08/20/96   1213.34    7.00               1,213.34                       
LP6 939 1789 SC 67045 PIERCE, TARA E       R  04/01/95   1733.33   10.00               1,733.33                       
                                                                                                                      
LP6 939 1789 SC 69410 WILLIAMS, KIMBERLY   R  04/18/95   2200.00   12.69     533.36    2,733.36               800.00  
                                                         -------             ------    --------   --------   -------
        1789                                             8493.36             533.36    9,026.72        .00    800.00



CD# LOC HOME RC EMPL# EMP NAME .......... RT  100 PERCENT   MULTIPLE DIST   PERCENT
        PROJ                                  DISTRIBUTION  PROJ ACCT SUB

LP6 939 1789 SC 60722 BALLADARES, OSCAR G  R  *              1788 0503 0002  18.600
                                                             1789 0503 0002  81.400
LP6 939 1789 SC 61853 DIMICK, DONALD K     R  *              1789 0503 0004  81.000
                                                             1788 0503 0004  19.000
LP6 939 1789 SC 61908 DOYLE, CASEY P       R  1789 0503 0001
LP6 939 1789 SC 67045 PIERCE, TARA E       R   *             1789 0502 0003  81.000
                                                             1788 0502 0003  19.000
LP6 939 1789 SC 69410 WILLIAMS, KIMBERLY   R   *             1789 0501 0081  81.000
                                                             1788 0501 0061  19.000
</TABLE>
<PAGE>

- --------------------------------------------------------------------------------
                     QUALIFICATIONS OF ROBERT SAIA, MAI, SRA
                        Calif. OREA Certificate #AG003191
- --------------------------------------------------------------------------------

EXPERIENCE

Independent real estate appraiser since 1981.

EDUCATION

Associate Arts Degree from West Valley College. Major in Real Estate.

Bachelor of Arts Degree in Economics from San Jose State University. Graduated
with distinction.

Graduate Studies in the Master of Business Administration Program at Golden Gate
University, San Francisco.

Advanced courses in appraisal taken at California State University, Hayward,
University of San Francisco and San Jose State University, through the Appraisal
Institute.

MEMBERSHIPS

Former Member of the Society of Real Estate Appraiser (SRPA designation)

Current Member of the Appraisal Institute, MAI #8841

Current Member of Admissions Committee Appraisal Institute

Board of Directors, South Bay Chapter Appraisal Institute 1993-95. National
admissions board member.

STATE CERTIFICATES AND LICENSES

State of California "Certified-General" Appraiser Certificate No. AG003191

State of California Real Estate License (non-active)

State of Nevada "Certified-General" Appraiser Certificate No. 00621

APPRAISAL ASSIGNMENTS

Some of the types of properties appraised in the past are outlined below:

Commercial: Retail stores, office buildings, service stations, vacant land,

Residential: Single family, multi-family, townhouse/condominium, vacant land,
subdivision, apartments and mobile home parks.

Industrial: Vacant land, warehouses, research and development facilities,
industrial condominiums and manufacturing facilities, mini-storage warehouses,
food processing facilities, truck terminals.
<PAGE>

Special Use: Airport, carwash, landfill, right-of-way, easement valuation,
commercial nursery, and golf courses.

Lodging Facilities: Motels, hotels, inns, SRO, Recreational vehicle parks

CLIENTS

A brief partial list of past clients with whom Mr. Saia has worked with
includes:

American Savings Bank
County of Santa Clara
Comerica Bank
Bank of America NT&SA
First National Bank of Central California
Bank of Salinas
Home Savings of America
Metropolitan Securities & Trust
City of Monterey
City of San Jose
City of Palo Alto
Imperial Thrift & Mortgage
NationsBank
Pacific Western Bank
Bay View Federal Bank
Wells Fargo Bank
Phoenix Home Life



                                   DISCLAIMER

The appraisal report appearing below is addressed to Metropolitan Life Insurance
Company ("MetLife"). MetLife does not represent that the presumptions or
conclusions in the appraisals are relevant or accurate and does not endorse the
conclusions set forth in the appraisal. Any value, presumption, or conclusion
regarding the property appraised in the report must be verified independently of
MetLife. This appraisal has not been approved by MetLife and is being
transmitted without representation and warranty of MetLife.
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

                                    APPRAISAL

                                       of

                               LEASEHOLD INTEREST

                                 IN PORTIONS OF

                                  COPLEY PLACE

                              BOSTON, MASSACHUSETTS


                                      as of

                                  June 30, 1997


                                  Prepared for

                      Metropolitan Life Insurance Company
                                5420 LBJ Freeway
                                   Suite 1310
                               Dallas, Texas 75240


                                   Prepared by

                            Landauer Associates, Inc.
                                666 Fifth Avenue
                               New York, NY 10103
<PAGE>

                [Letterhead of LANDAUER REAL ESTATE COUNSELORS]

July 23, 1997

Mr. David Martin
Investment Manager
Metropolitan Life Insurance Company
Real Estate Investments
5420 LBJ Freeway, Suite 1310
Dallas, TX 75240

Re: Retail, Offices & Garages at Copley Place, Boston, MA

Dear Mr. Martin:

In accordance with your instructions we have estimated the Market of the
leasehold interest in the captioned property, as of June 30, 1997. We are
pleased to present our report containing information relevant to the valuation
and the methods by which the data have been analyzed in reaching the value
conclusion.

As a result of our investigations, analyses and conclusions, we have estimated
that the Market Value of the leasehold interest, subject to existing leases and
to the Assumptions and Limiting Conditions which are contained in the report, as
of June 30, 1997, was:

                      THREE HUNDRED FIFTEEN MILLION DOLLARS
                                 ($315,000,000)

          Allocated as follows:


Retail Portion                                 $147,000,000     
Office Portion                                 $122,000,000     
Garage/Hotel Common area portion               $ 46,000,000     

These allocations have been provided only to identify the relative contributions
of the various components to the aggregate value; they do not necessarily
reflect the individual values of the components as separate entities.
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

Mr. David Martin                                                   July 23, 1997
Metropolitan Life Insurance Company                                       Page 2


It should be emphasized that, at the request of the client, the valuation has
been performed over an accelerated time frame and that, following the initial
provision of property data, only limited assistance was received from the
property ownership in response to various queries relating to the operations and
leasing of the property. In certain instances, therefore, where answers to
various operating and leasing questions were not provided, we have made what we
believe to be reasonable assumptions based upon our previous knowledge of the
property, which was appraised by Landauer in 1992, and general industry-wide
trends.

We appreciate the opportunity to have been of service to you in connection with
this assignment.

Sincerely,


LANDAUER ASSOCIATES, INC.


/s/ James C. Kafes                                  /s/ Michael J. Patis
James C. Kafes, MAI CRE                             Michael J. Patis, FRICS
Executive Managing Director                         Managing Director

/s/ Douglas W. Portway                              /s/ Gregory A. Cervieri
Douglas W. Portway                                  Gregory A. Cervieri
Director                                            Associate
<PAGE>

                               [GRAPHIC OMITTED]

                              [Aerial Photograph]
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

                              - TABLE OF CONTENTS -

Frontispiece
Letter of Transmittal
Table of Contents

                                                                            Page
                                                                            ----

EXECUTIVE SUMMARY ..........................................................  1

ASSUMPTIONS AND LIMITING CONDITIONS ........................................  3

CERTIFICATION ..............................................................  6

SCOPE OF THE ASSIGNMENT ....................................................  7
      Purpose of the Appraisal .............................................  7
      Subject Property .....................................................  7
      Date of the Appraisal ................................................  8
      Date of Inspection ...................................................  8
      Property Rights Appraised ............................................  8
      Function of the Appraisal ............................................  8
      Definition of Market Value ...........................................  8
      Ownership History ....................................................  9
      Appraisal Process .................................................... 10

REGIONAL OVERVIEW .......................................................... 12
      Introduction ......................................................... 12
      Location ............................................................. 12
      Population ........................................................... 13
      Households and Income Trends ......................................... 13
      Economy .............................................................. 14
      Employment ........................................................... 14
      Unemployment ......................................................... 17
      Education ............................................................ 18
      Transportation ....................................................... 18
      Tourism .............................................................. 21

OFFICE MARKET OVERVIEW ..................................................... 25
      Introduction ......................................................... 25
      City of Boston ....................................................... 27
      City of Cambridge .................................................... 28
      Rent Levels .......................................................... 29
      Suburban Market ...................................................... 34
<PAGE>                                                                         

LANDAUER
REAL ESTATE COUNSELORS

RETAIL MARKET OVERVIEW ..................................................... 35
      Supply ............................................................... 35
      Demand/Sales Analysis ................................................ 37
      Conclusion ........................................................... 38
                                                                            
NEIGHBORHOOD ANALYSIS ...................................................... 40
      Overview ............................................................. 40
      Regional Access ...................................................... 41
                                                                            
PROPERTY ANALYSIS .......................................................... 43
      Site Data ............................................................ 43
      Improvements Description ............................................. 43
      Real Estate Taxes .................................................... 56
      Zoning ............................................................... 57
      Highest and Best Use ................................................. 58
                                                                            
VALUATION .................................................................. 61
      Introduction ......................................................... 61
      Methodology .......................................................... 62
      Income Approach ...................................................... 63
      Cash Flow Assumptions: Office Portion ................................ 65
      Office Cash Flow Projection .......................................... 71
      Cash Flow Assumptions: Garages and Hotel Contribution ................ 72
      Garage/Hotel Cash Flow Projection .................................... 73
      Cash Flow Assumptions: Retail Portion ................................ 74
      Retail Cash Flow Projection .......................................... 79
      Real Estate Investment Market Overview ............................... 80
      Office Building Sales Analysis ....................................... 81
      Office Discounted Cash Flow Analysis ................................. 82
      Garage & Hotel Discounted Cash Flow Analysis ......................... 86
      Garage Value Allocation .............................................. 87
      Shopping Center Sales Analysis ....................................... 88
      Retail Discounted Cash Flow Analysis ................................. 90
      Conclusion ........................................................... 94
<PAGE>                                                                      
                                                                           
                            - TABLE OF CONTENTS -
                                 (continued)

                                 - ADDENDA -

                               Office Rent Roll
                       Office Pro-Ject Tenant Register
                       Office Lease Expiration Schedule
                            Office Building Sales
                               Retail Rent Roll
                       Retail Lease Expiration Schedule
                       Retail Pro-Ject Tenant Register
                         Recent Retail Lease Analysis
                       Comparable Shopping Center sales
                                  Floorplans
                              Legal Description
                         Excerpted Ground Rent Terms
                         Professional Qualifications
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

EXECUTIVE SUMMARY

Subject Property:

Portions of Copley Place, a mixed-use development which was completed in 1984
and consisting of retail, office, hotel, residential and parking components
constructed on air rights over 9.5 acres of land. The property is located in the
Back Bay section of Boston, approximately one mile southwest of the Financial
District.

The portions of the development included in this appraisal are the retail,
office, Central Garage, and Dartmouth Street garage components. The two hotels
and the residential apartment building are not included although the hotels'
Common Area and Central plant contributions are included. The distribution of
uses within the development and the portions included in this appraisal are set
forth below:

================================================================================
         Component                 Occupied Area         Incl. in Appraisal
================================================================================
    Mall Stores                  260,491 s.f. (GLA)              yes
- --------------------------------------------------------------------------------
    Neiman Marcus                107,922 s.f. (GLA)              yes
- --------------------------------------------------------------------------------
    Total Retail                 368,413 s.f. (GLA)              yes
- --------------------------------------------------------------------------------
    Offices                      845,000 s.f. (NRA)              yes
- --------------------------------------------------------------------------------
    Dartmouth St. Garage            698 spaces                   yes
- --------------------------------------------------------------------------------
    Central Garage                  830 spaces                   yes
================================================================================
    The Westin Hotel                800 rooms                     no
- --------------------------------------------------------------------------------
    Marriott Hotel                 1,147 rooms                    no
- --------------------------------------------------------------------------------
    Tent City Residences            104 units                     no
================================================================================

The retail component consists of a 368,413 leasable square foot enclosed,
two-level regional mall which is anchored by Neiman Marcus. The office component
consists of approximately 845,000 square feet of leasable area in four
interconnected office towers surrounding a skylit atrium over the shopping
center. The enclosed central garage contains 830 parking spaces and a second
parking facility, the Dartmouth Street garage, contains an additional 698
parking spaces.

Property Rights
Appraised:

The leasehold interest, as encumbered by existing subleases and operating
contracts, in portions of Copley Place, a mixed use development located in the
Back Bay section of downtown Boston, MA. The leasehold interest,


                                                                               1
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

from the Massachusetts Turnpike Authority expires December 14, 2077. All of the
ground rent liability has effectively been pre-paid by way of a bond issue which
guarantees the ground rent payments. The excerpted ground rent terms (from the
lease between the Massachusetts Turnpike Authority to Urban Investment and
Development Co.) are found in the addenda. As a result, the value of the
leasehold interest effectively equals the value of the leased fee interest.


Purpose of the
Report:

To estimate the market value of the leasehold interest in the subject property.

Function of the
Appraisal:

To serve as an element in the refinancing of the property.

Neighborhood:

Back Bay, Boston. Mixed Commercial and Residential area.

Zoning:

Specified Development Agreement

Highest and
Best Use:

As is - mixed-use development.

Valuation Rates & 
& Conclusions:

Item                     Retail         Office      Garage/hotel      Total
                      ------------   ------------   -----------    ------------
Discount Rate                 11.0%          11.0%         12.0%           11.2%
Residual Cap Raze              8.5%           9.5%         10.0%            9.2%
Overall Rate                   7.2%           8.8%          8.9%            8.1%
                      ------------   ------------   -----------    ------------
Estimated Value

Cash Flows            $ 75,474,961   $ 60,547,996   S26,825,616    $162,848,574

Residual              $ 71,600,841   $ 61,345,295   $19,443,808    $152,389,944
                      ------------   ------------   -----------    ------------
Total Value           $147,075,803   $121,893,292   $46,269,424    $315,238,518

Rounded to             $147,00,000   $121,900,000   $46,000,000    $315,000,000
                      ------------   ------------   -----------    ------------

Value per s.f         $        399   $        144           n/a             n/a

% of total value              46.7%         38.7%          14.6%          100.0%
                      ------------   ------------   -----------    ------------

Cash Flow % of total            51%            50%           58%             52%

Residual % of total             49%            50%           42%             48%


                                                                               2
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

ASSUMPTIONS AND LIMITING CONDITIONS

This appraisal report has been made with the following general assumptions:

1.    Title to the property is assumed to be good and marketable unless
      otherwise stated. No responsibility is assumed for the legal description
      or any legal matter. The property is considered to be under responsible
      ownership, management, subject to responsible leasing efforts, and free of
      all liens and encumbrances except as specifically discussed herein.

2.    The property is appraised free and clear of any or all liens or
      encumbrances unless otherwise stated.

3.    The definition of value and the other definitions and assumptions on which
      the analyses are based are set forth in appropriate sections of this
      report and are to be part of these General Assumptions as if included here
      in their entirety.

4.    All engineering is assumed to be correct. The sketches, plot plans and
      drawings included in this report are included only to assist the reader in
      visualizing the property.

5.    It is assumed that there are no hidden or unapparent conditions in the
      property, soil, sub-soil, or structures which would render the properties
      more or less valuable. No responsibility is assumed for such conditions or
      for arranging for engineering which would be required to discover them.
      All materials used in the structures on the appraised property are assumed
      to be free of asbestos, toxic materials, or any other potential health
      risks unless otherwise so stated and identified herein. No opinion is
      expressed on structural or mechanical conditions.

6.    This appraisal was prepared without an engineer's building inspection
      report. Without such information we cannot accurately project the impact
      any major expenditures would have on the value of the property.
      Accordingly, the estimated value reported herein reflects the total value
      of the subject as if unaffected by major expenditures, which include
      capital improvements and deferred maintenance. If major expenditures
      exceed the capital improvements assumption utilized in our cash flow
      assumptions, it will be necessary to deduct the additional costs from our
      value conclusion.

7.    It is assumed that there is full compliance with all applicable federal,
      state and local environmental regulations and laws, that all applicable
      zoning and use regulations and restrictions have been complied with,
      unless a nonconformity has been stated, defined and considered in the
      appraisal report.

8.    It is assumed that all required licenses, certificates of occupancy,
      legislative or administrative consents from any local or national
      governmental or private entity or organization have been or can be
      obtained or renewed for any use on which the value estimate contained is
      this report is based.


                                                                               3
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS


9.    It is assumed that the utilization of the land and/or improvements is
      within the boundaries or property lines of the property described herein
      and that there is no encroachment or trespass unless noted within the
      report.

10.   The information furnished to the appraisers by the client and others, as
      contained in this report, is considered to be from reliable sources and
      where feasible, has been verified; however, no responsibility is assumed
      for the accuracy of this information. Our estimate of value, reported
      herein, has relied upon property data provided by Urban Retail Properties
      Co. including allocations of income and expenses between the retail,
      office, parking, hotel, central plant and other components of the complex.
      The appraisers reserve the right to modify the value conclusion should the
      accuracy of that information change subsequent to delivery of this report.

11.   At the request of the client, the valuation has been performed over an
      accelerated time frame and, following the initial provision of property
      data, only limited assistance was received from the property ownership in
      response to various queries relating to the operations and leasing of the
      property. In certain instances, therefore, where answers to various
      operating and leasing questions were not provided, we have made what we
      believe to be reasonable assumptions based upon our previous knowledge of
      the property, which was appraised by Landauer in 1992, and general
      industry-wide trends.

12.   Tenant lease data utilized in the cash flow projections was based upon
      detailed computerized lease abstracts provided by the property owner,
      verified against a sampling of lease abstracts prepared by the client's
      attorney.

13.   It is assumed that all and any costs associated with tenant improvements
      and lease commissions for all leases which commenced prior to the date of
      value have been paid in full prior to the appraisal date, unless otherwise
      noted.

14.   This appraisal is based upon and supported by available factual economic
      and market data and our interpretation of market conditions as of the date
      of inspection of the property. Although we believe that our assumptions
      and forecasts are well supported, we cannot be held responsible for
      unforesecable events which may alter market conditions prior to the
      effective date of the opinion of value.

15.   The Americans With Disabilities Act ("ADA") became effective January 26,
      1992. Landauer has not made a specific compliance survey and analysis of
      the subject property to determine whether or not they are in conformity
      with the various detailed requirements of the ADA. It is possible that a
      compliance survey of the property, together with a detailed analysis of
      the requirements of the ADA, could reveal that the property is not in
      compliance with one or more requirements of the Act. If so, this fact
      could have a negative effect upon the value of the property. Since we have
      no direct evidence relating to this issue, we did not consider possible
      non-compliance with the requirements of ADA in estimating the value of the
      property.


                                                                               4
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

The appraisal report has been made with, and is subject to, the following
general limiting conditions:

1.    "Use and disclosure of the contents of this report is governed by the
      bylaws and regulations of the Appraisal Institute. The client may show the
      report in its entirety to interested parties outside its organization.
      Furthermore, the client may reference Landauer as its appraiser of record,
      and the appraisal report in its entirety only, in any registration
      statement, prospectus, proxy materials, other offering materials or other
      communication (whether oral or written) distributed to third parties,
      subject to Landauer's prior written consent to any such reference."

2.    Possession of this report, or a copy thereof, does not carry with it the
      right of publication. It may not be used for any purpose by any person
      other than the party to whom it is addressed without the written consent
      of the appraiser and, in any event, only with proper written qualification
      and only in its entirety.

3.    The appraisers herein, by reason of this appraisal report, are not
      required to give further consultation, testimony or to be in attendance in
      court or at any governmental or other hearing with reference to the
      property without prior arrangements having been made relative to such
      additional employment.

4.    The distribution, if any, of the total valuation in this report between
      land and improvements applies only under the stated program of
      utilization. The separate allocations for land and buildings must not be
      used in conjunction with any other appraisal and are invalid if so used.

5.    Special Limiting Conditions may be stated in various portions of this
      report, and are to be carefully noted in accepting this appraisal.

6.    The value estimations in this report apply only to the appraisal problem
      as stated, the value definition, the reported highest and best use, client
      and/or legal institution, interest appraised, or other special conditions
      more fully described in the body of this report.


                                                                               5
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

CERTIFICATION

The undersigned certify to the best of their knowledge and belief that:

The statements of fact contained in this appraisal report and upon which the
analyses, opinions and conclusions expressed herein are based are true and
correct. This report is made subject to the Assumptions and Limiting Conditions
in this report, which set forth all of the limiting conditions (imposed by the
terms of the assignment or by the appraisers) affecting the analyses, opinions
and conclusions contained in this report.

Employment and compensation for making this appraisal are in no way contingent
upon the values reported, and we certify that we have no direct or indirect
current or prospective personal interest or bias in the subject matter of this
appraisal report or to the parties involved. No one other than the undersigned
prepared the analyses, opinions or conclusions concerning real estate that are
set forth in this report.

This report has been made in conformity with the Uniform Standards of
Professional Practice and in accordance with the requirements of the Code of
Professional Ethics and the Standards of Professional Practice of the Appraisal
Institute. The use of this report is subject to the requirements of the
Appraisal Institute relating to reviews by its duly authorized representatives.
James C. Kafes is currently certified under the Continuing Education Program of
the Appraisal Institute.

During the course of this assignment, the retail portion of the subject property
was inspected by Michael J. Patis on June 24, 1997 and the office and garage
portions were inspected by Douglas W. Portway on July 16, 1997. Michael J. Patis
previously inspected the entire property on December 19, 1991. James C. Kafes
and Gregory A. Cervieri have not inspected the property.


/s/ James C. Kafes                                  /s/ Michael J. Patis
James C. Kafes, MAI CRE                             Michael J. Patis, FRICS
Executive Managing Director                         Managing Director

/s/ Douglas W. Portway                              /s/ Gregory A. Cervieri
Douglas W. Portway                                  Gregory A. Cervieri
Director                                            Associate


                                                                               6
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

          SCOPE OF THE ASSIGNMENT


Purpose of
the Appraisal:

Landauer has been retained by Metropolitan Life Insurance Company to estimate
the market value of the leasehold interest in portions of Copley Place, a
mixed-use development located in the Back Bay section of Boston, Massachusetts.

Subject Property:

Copley Place is a mixed-use development which was completed in 1984 and consists
of retail, office, hotel, residential and parking components constructed on air
rights over 9.5 acres of land. The portions of the development included in this
appraisal are the retail, office, central garage, and Dartmouth Street garage
components. The two hotels and the residential apartment building are not
included although the hotels' Common Area and Central plant contributions are
included. The distribution of uses within the development and the portions
included in this appraisal are set forth below:

================================================================================
         Component                 Occupied Area         Incl. in Appraisal
================================================================================
    Mall Stores                  260,491 s.f. (GLA)              yes
- --------------------------------------------------------------------------------
    Neiman Marcus                107,922 s.f. (GLA)              yes
- --------------------------------------------------------------------------------
    Total Retail                 368,413 s.f. (GLA)              yes
- --------------------------------------------------------------------------------
    Offices                      845,000 s.f. (NRA)              yes
- --------------------------------------------------------------------------------
    Dartmouth St. Garage            698 spaces                   yes
- --------------------------------------------------------------------------------
    Central Garage                  830 spaces                   yes
================================================================================
    The Westin Hotel                800 rooms                     no
- --------------------------------------------------------------------------------
    Marriott Hotel                 1,147 rooms                    no
- --------------------------------------------------------------------------------
    Tent City Residences            104 units                     no
================================================================================

The retail component consists of a 368,413 leasable square foot enclosed,
two-level regional mall which is anchored by Neiman Marcus. The office component
consists of approximately 845,000 square feet of leasable area in four
interconnected office towers surrounding a skylit atrium over the shopping
center. The enclosed central garage contains 830 parking spaces and a second
parking facility, the Dartmouth Street garage, contains an additional 698
parking spaces.


                                                                               7
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

The property is located in the Back Bay section of Boston, approximately one
mile southwest of the Financial District. The site is bordered by Dartmouth
Street to the east, Stuart Street to the north, Huntington Avenue to the
northeast, Harcourt Street to the southwest and Carleton Street to the
southeast.

Date of the Appraisal:

The effective date of the appraisal is June 30, 1997.

Date of Inspection:

The retail portion of the subject property was inspected by Michael J. Patis on
June 24, 1997 and the office and garage portions were inspected by Douglas W.
Portway on July 16, 1997. Michael J. Patis had previously inspected the entire
property on December 19, 1991. James C. Kafes and Gregory A. Cervieri did not
inspect the property.

Property Rights
Appraised:

Leasehold interest as encumbered by existing subleases and operating contracts
in portions of Copley Place.

Function of
the Appraisal:

The function of this appraisal is to assist Metropolitan Life Insurance Company
in connection with the refinancing of the property.

Definition of 
Market Value:

"Fair Market Value" and "Market Value" are, for the purpose of the analysis,
considered to be synonymous. "Market Value" is defined by the Appraisal
Institute, The Appraisal of Real Estate, 10th ed. (Chicago: Appraisal Institute,
1992, p. 20) as:

The most probable price, as of a specified date, in cash, terms equivalent to
cash, or in other precisely revealed terms, for which the specified property
rights should sell after reasonable exposure in a competitive market under all
conditions requisite to fair sale, with the buyer and seller each acting
prudently, knowledgeably, and for self-interest, and assuming that neither is
under undue duress.

Fundamental assumptions and conditions presumed in this definition are:

1.    Buyer and seller are motivated by self-interest.


                                                                               8
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS


2.    Buyer and seller are well informed and are acting prudently.

3.    The property is exposed for a reasonable time on the open market.

4.    Payment is made in cash, its equivalent, or in specified financing terms.

5.    Specified financing, if any, may be the financing actually in place or on
      terms generally available for the property type in its locale on the
      effective appraisal date.

6.    The effect if any, on the amount of market value of atypical financing,
      services, or fees shall be clearly and precisely revealed in the appraisal
      report.

Ownership 
and History:

The land under Copley Place is owned by the Massachusetts Transit Authority. The
air rights over the land were leased to Urban Investment & Development Co.
("Urban") which was owned by Aetna at the time of the lease. The entire Copley
development consists of four inter-connecting office towers, a two-level
enclosed shopping center, two garages, two hotels and a residential building.
The two hotels and the residential apartment building are not part of the
security for this loan and are, therefore, excluded from this appraisal;
however, certain common area and central plant contribution by the hotels are
included in the analysis.

In the spring of 1980 site work began and lasted for approximately one year. In
1981 construction of the retail and office components began. In the spring of
1983, the shopping center opened, followed in the summer of 1983 by the offices.
The development cost for the retail, office and garage components reportedly was
approximately $250,000,000. In December 1984, JMB acquired Urban from Aetna
thereby acquiring Urban's leasehold position in Copley Place.

On December 31, 1996 Urban Investment and Development Company and JMB Realty
Corporation sold the "Buyer Percentage" (66.67%) interest in the Copley Place
Associates to Overseas Partners Capital Corporation for $216,600,000. The
purchase price is based upon agreed value for the property of $324,900,000.


                                                                               9
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

Appraisal Process:

In order to complete the assignment, Landauer has:

1.    Inspected the property and its environs;


2.    Reviewed the property's relevant physical, functional, locational and
      legal characteristics. As a result of this, amongst other things, it was
      concluded that the highest and best use of the property is `as developed";

3.    Considered local economic conditions and trends along with the relevant
      real estate market conditions and trends;

4.    Analyzed the operating performance of the property including, where
      appropriate, the historical operating data, the owner's budgets,
      comparable market data and Landauer's knowledge of both comparable
      properties and general industry-wide trends;

5.    Developed valuation assumptions and prepared cash flow projections, as a
      basis for discounted cash flow analyses;

6.    Estimated the market value of the leasehold interest. Primary emphasis has
      been placed upon the income approach to value, in general, and the
      discounted cash flow technique in particular, reflecting the actions of
      typical buyers and sellers of properties such as this. The cost approach
      was not be employed as it does not lend itself to properties of this
      physical, legal and economic complexity and is not employed by typical
      buyers and sellers. The market approach suffers from similar limitations
      although, relevant transactions have been reviewed to gauge the general
      reasonableness of the valuation assumptions employed and the resultant
      value conclusions.

It should be emphasized that, at the request of the client, the valuation has
been performed over an accelerated time frame and that, following the initial
provision of property data, only limited assistance was received from the
property ownership in response to various queries relating to the operations and
leasing of the property. In certain instances, therefore, where answers to
various operating and leasing questions were not provided, we have made what we
believe to be reasonable assumptions


                                                                              10
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

based upon our previous knowledge of the property, which was appraised by
Landauer in 1992, and general industry-wide trends.


                                                                             11
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

REGIONAL OVERVIEW

Introduction:

The subject property is located in the Back Bay neighborhood in the City of
Boston, Suffolk County, Massachusetts. Boston is the state capital and the
financial, high-tech, distribution and education center for the New England
Region. The rapid economic growth in the Greater Boston area began to slow in
the mid-to-late 1980s. Contractions in defense spending, the collapse of the
stock market in October 1987, and the downturn in high-tech industries and the
financial services sector hindered continued growth. New England entered into a
regional recession in the late 1980s, followed by the onset of a national
recession in the early 1990s. Massive layoffs occurred, particularly in the
computer, manufacturing and construction industries and the New England real
estate market collapsed. Several regional banks failed and many businesses
closed. The depressed state of the economy resulted in a significant decrease in
consumer and corporate spending.

Economic conditions in much of New England are now showing signs of dramatic
improvement. Unemployment levels have decreased, office vacancy levels have come
down and home buying has increased. Overall, the economic outlook for the area
is good, although growth is expected to be considerably slower than the rate
experienced during the mid-1980s.

Location:

Boston is located on Massachusetts' east coast at the mouth of Massachusetts
Bay. It is wholly located in Suffolk County, which also contains two other
cities, Brookline and Chelsea. It is the largest metropolitan area in New
England with 5,795,642 people in the living in the New England Consolidated
Metropolitan Area. The City of Boston itself had a population of 3,176,022 as of
the first quarter of 1995.

Boston is part of the Boston-Brockton-Nashua, Massachusetts-New Hampshire NECMA
(New England Consolidated Metropolitan Area) which includes Suffolk, Bristol,
Essex, Middlesex, Norfolk, Plymouth, and Worcester Counties in Massachusetts;
and Hillsbourough, Rockingham, and Strafford Counties in New Hampshire. As noted
above, Boston is located in Suffolk which is the most economically viable county
in the region. While the majority of the information presented in this section
is pertinent to Boston, its economic health is often indicative of the economic
vitality of the surrounding areas.


                                                                              12
<PAGE>

                          SUFFOLK COUNTY, MASSACHUSETTS
                   REGIONAL ECONOMIC & DEMOGRAPHIC FACT SHEET
                                   (1980-2001)

<TABLE>
<CAPTION>
                                                                           1996             2001        Compound Annual Growth
                                           1980            1990           (est.)          (Proj.)  1980-1990  1990-1996  1996-2001
                                           ----            ----           ------          -------  ---------  ---------  ---------
<S>                              <C>             <C>             <C>              <C>                   <C>        <C>        <C> 
Population
Suffolk County, MA                      649,281         663,906         639,534          615,207        0.2%      -0.6%      -0.8%
Boston-Brockton-Nashua, NECMA         5,330,055       5,685,998       5,795,642        5,843,774        0.6%       0.3%       0.2%
State of Massachusetts                5,732,147       6,016,425       6,108,354        6,139,841        0.5%       0.3%       0.1%
United States                       224,810,186     248,708,990     265,253,151      276,918,306        1.0%       1.1%       0.9%

Households
Suffolk County, MA                      252,310         264,061         260,579          251,591        0.5%      -0.2%      -0.7%
Boston-Brockton-Nashua, NECMA         1,879,638       2,111,440       2,210,004        2,238,927        1.2%       0.8%       0.3%
State of Massachusetts                2,032,879       2,247,110       2,343,876        2,367,747        1.0%       0.7%       0.2%
United States                        79,887,108      91,947,195     100,066,882      104,497,652        1.4%       1.4%       0.9%

Avg. Household Income
Suffolk County, MA               $       16,379  $       29,499  $       35,952   $       45,773        6.1%       3.4%       4.9%
Boston-Brockton-Nashua, NECMA    $       21,133  $       46,911  $       56,367   $       69,098        8.3%       3.1%       4.2%
State of Massachusetts           $       20,749  $       45,502  $       54,543   $       66,793        8.2%       3.1%       4.1%
United States                    $       20,382  $       38,464  $       44,680   $       53,841        6.6%       2.5%       3.8%

Per Capita Income
Suffolk County, MA               $        6,577  $       14,994  $       18,953   $       23,325        8.6%       4.0%       4.2%
Boston-Brockton-Nashua, NECMA    $        7,563  $       17,420  $       21,711   $       26,733        8.7%       3.7%       4.2%
State of Massachusetts           $        7,473  $       16,995  $       21,157   $       26,031        8.6%       3.7%       4.2%
United States                    $        7,334  $       14,220  $       17,043   $       20,545        6.8%       3.1%       3.8%

Aggregate Income (Millions)
Suffolk County, MA               $        4,270  $        9,955  $       12,121   $       14,350        8.8%       3.3%       3.4%
Boston-Brockton-Nashua, NECMA    $       40,314  $       99,050  $      125,832   $      156,222        9.4%       4.1%       4.4%
State of Massachusetts           $       42,838  $      102,249  $      129,233   $      159,828        9.1%       4.0%       4.3%
United States                    $    1,648,846  $    3,536,695  $    4,520,610   $    5,689,345        7.9%       4.2%       4.7%

Retail Sales (000) 
Suffolk County, MA                                               $    4,949,468   $    5,324,644                              1.5%
Boston-Brockton-Nashua, NECMA                                    $   53,335,064   $   58,929,270                              2.0%
State of Massachusetts                                           $   53,872,985   $   58,436,927                              1.6%
United States                                                    $2,355,241,609   $2,871,024,805                              4.0%
</TABLE>
                               
Source: Urban Decision Systems; Market Statistics
        Retail Sales data is for 1995 and 2000


                           Growth Rates - 1996 to 2001

                               [GRAPHIC OMITTED]
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

Population:         

Population trends are summarized on the facing page. The Boston-Brockton-Nashua,
Massachusetts-New Hampshire NECMA contains an estimated 5,795,642 residents and
is the fourth largest metropolitan area in the United States. The 1990
population of 5,685,998 residents had increased 1.9% by 1996, a 0.3% compound
annual increase. The population of the United States of America for the same
period grew by 6.7%, or a 1.1% compound annual increase. Projections for the
NECMA from 1996 to the year 2001 indicate a leveling off at a 0.2% growth rate.
This compares to a compound annual growth rate for the United States for the
same period of 0.9%.

Households
and Income Trends:

Since the household generally is the decision-making unit for consumption
expenditures, a rise in the number of households can compensate for slow
population growth. Even when population declined, between 1970 and 1980, the
number of households rose slightly. Between 1990 and 1996, the number of
household in Suffolk County declined from 264,061 to 260,579, a 0.2% average
annual decrease. Over the same period, the number of households in the NECMA
increased from 2,111,440 to 2,210,004, a 0.8% average annual increase.
Projections through 2001 indicate an acceleration of the decline within Suffolk
County, with an average annual decline of 0.7%, and a deceleration of household
growth within the NECMA, averaging only 0.3% annually. Average household size,
however, is forecast to remain unchanged within the county and the NECMA through
2001, at 2.45 and 2.61 respectively. However, since average household size
within the NECMA is expected to remain relatively unchanged, and the number of
households are expected to increase only slightly to the year 2001, growth in
consumption expenditures will probably not come from these sources.

The average household income for the NECMA in 1996 was $56,367, up from 1990's
$46,911. This exceeded the nation's income by nearly $12,000. Through the year
2001, average household income growth in the NECMA will continue to outpace
national growth at 4.2% per year versus 3.8%, respectively. Average household
income in the NECMA rose by 20.2% from that of 1990, a 3.2% compound annual
growth, significantly greater than the overall growth in average household
income for the United


                                                                              13
<PAGE>

================================================================================
                    BOSTON METROPOLITAN AREA MAJOR EMPLOYERS
================================================================================
                                             MA
Company                       Location   Employees  Businesses
- --------------------------------------------------------------------------------
Raytheon                      Lexington    l6,744   Electronics, aircraft 
                                                    products, energy and 
                                                    environmental
- --------------------------------------------------------------------------------
NYNEX                         Boston       16,063   Telecommunications and
                                                    network services
- --------------------------------------------------------------------------------
Stop & Shop Cos.              Quincy       13,000   Supermarkets
- --------------------------------------------------------------------------------
Digital Equipment Corp.       Maynard      12,000   Networked computer systems,
                                                    software and services
- --------------------------------------------------------------------------------
Fidelity Investments          Boston        9,000   Financial services
- --------------------------------------------------------------------------------
Demoulas Market Basket        Tewksbury     8,700   Super markets
- --------------------------------------------------------------------------------
AT&T                          Boston        8,500   Computer and
                                                    telecommunications
- --------------------------------------------------------------------------------
State Street Boston Corp.     Boston        8,498   Financial Services
- --------------------------------------------------------------------------------
Shaw's Supermarket's          Bridgewater   8,359   Supermarkets
- --------------------------------------------------------------------------------
General Electric              Lynn          7,600   Manufacturer of aircraft
                                                    engines, equipment,
                                                    propulsion
- --------------------------------------------------------------------------------
Bank of Boston Corp.          Boston        7,600   Banking Services
- --------------------------------------------------------------------------------
Marriott International        Boston                Food service, hotels,
                                                    retirement communities
- --------------------------------------------------------------------------------
Sears Roebuck & Co.           Boston        7,528   Retail
- --------------------------------------------------------------------------------
Polaroid Corp.                Cambridge     7,200   Imaging
- --------------------------------------------------------------------------------
Fleet Financial Group         Boston        7,000   Financial Services
- --------------------------------------------------------------------------------
Baybanks, Inc.                Boston        6,250   Commercial bank
- --------------------------------------------------------------------------------
Blue Cross Blue Shield of MA  Boston        6,000   Health care services
- --------------------------------------------------------------------------------
John Hancock Mutual Life      Boston        5,933   Insurance/financial services
================================================================================
Source: Boston Globe, May 21, 1996
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

States as a whole, which averaged 2.5% per year or 16.2% over the same period. -

Per capita income for the NECMA grew by 24.6% from 1990, a 3.7% compound annual
growth. This compares to a 19.9% growth in national per capita income, a 3.1 %
compound annual growth. Growth in per capita income within the NECMA is forecast
to continue to outpace that of the nation though the year 2001, at 4.2% and
3.8%, respectively.

Economy:

The Boston MSA is the nation's fourth largest metropolitan area, after Los
Angeles, New York and Chicago. Its work force is well educated, drawing on the
area's many colleges and universities. High-technology industries, financial
services, education, and health care are the driving forces of the area's
economy. The combination of research laboratories and venture capital give
Boston a clear advantage in emerging industries such as biomedical research and
development, software development, and communications equipment.

The table which appears on the facing page indicates that the top employers in
the Boston metropolitan area consist of large labor-intensive institutions.
Hospitals, technology firms and universities top the list. Other major Boston
area employers include Lotus Development Corporation with 5,500 employees and
Arthur D. Little Incorporated with 3,500 employees.

Employment:

The Boston metropolitan region has undergone a major transition from a light
manufacturing economy specializing in consumer nondurables such as food,
apparel, textiles and leather goods to one of the premier high-technology
manufacturing centers in the country. At the same time, the city of Boston
functions as the state capital and as a center of banking and finance for the
state and the New England region. Key factors in this transformation have been
the existence of major educational and health institutions, a highly educated
work force, and the availability of venturecapital funds to foster the growth of
the high-technology and related services sectors. The current and projected
distribution of employment by sector is as follows:


                                                                              14
<PAGE>

<TABLE>
<CAPTION>

========================================================================================================================
                                          Non-Agricultural Employment by Sector
                                               Suffolk County, Massachusetts
========================================================================================================================
                                        Percent of             Percent of   Estimated  Percent of  Projected  Percent of
Sector                           1980     Total         1990      Total        1996       Total       2001       Total  
========================================================================================================================
<S>                            <C>       <C>          <C>        <C>         <C>         <C>         <C>        <C>     
Mining                               0     0.0%            13      0.0%           16       0.0%           14      0.0%  
Construction                    10,929     2.0%        11,464      2.0%       11,999       2.1%       14,244      2.3%  
Manufacturing                   54,929    10.0%        33,905      5.8%       30,902       5.3%       30,278      4.9%  
Transportation & Utilities      38,529     7.0%        35,920      6.2%       35,764       6.1%       35,907      5.8%  
Trade                           90,806    16.5%        83,806     14.4%       80,566      13.8%       83,571     13.5%  
Finance, Insurance &
Real Estate (FIRE)              70,118    12.7%        80,340     13.8%       79,055      13.6%       81,426     13.1%  
Services                        86,414    33.8%       228,104     39.2%      244,141      41.9%      272,126     43.9%  
Government                      99,151    18.0%       107,953     18.6%       99,831      17.1%      101,994     16.5%  
- ------------------------------------------------------------------------------------------------------------------------
Total                          550,876   100.0%       581,505    100.0%      582,274     100.0%      619,560    100.0%  
========================================================================================================================
</TABLE>

                                 Compound Annual Change
Sector                        1980-90   1990-96  1996-2001
==========================================================
Mining                          n.a.      3.5%     -2.6%
Construction                    0.5%      0.8%      3.5%
Manufacturing                  -4.7%     -1.5%     -0.4%
Transportation & Utilities     -0.7%     -0.1%      0.1%
Trade                          -0.8%     -0.7%      0.7%
Finance, Insurance &
Real Estate (FIRE)              1.4%     -0.3%      0.6%
Services                        2.0%      1.1%      2.2%
Government                      0.9%     -1.3%      0.4%
- ----------------------------------------------------------
Total                           0.5%      0.0%      1.2%
==========================================================

<TABLE>
<CAPTION>

========================================================================================================================
                                         Non-Agricultural Employment by Sector
                                             Boston-Brockton-Nashau, NECMA
========================================================================================================================
                                        Percent of             Percent of   Estimated  Percent of  Projected  Percent of
Sector                           1980     Total         1990      Total        1996       Total       2001       Total  
========================================================================================================================
<S>                            <C>       <C>          <C>        <C>         <C>         <C>         <C>        <C>     
Mining                             794     0.0%         1,010      0.0%        1,182       0.0%        1,038      0.0%  
Construction                    78,243     3.1%        97,046      3.4%       91,827       3.1%       99,552      3.2%  
Manufacturing                  654,113    26.0%       521,544     18.2%      449,710      15.3%      439,773     14.1%  
Transportation & Utilities     115,608     4.6%       123,930      4.3%      126,170       4.3%      128,369      4.1%  
Trade                          543,395    21.6%       673,999     23.5%      684,592      23.3%      722,547     23.1%  
Finance, Insurance &
Real Estate (FIRE)             151,995     6.0%       209,284      7.3%      202,420       6.9%      210,878      6.7%  
Services                       593,846    23.6%       871,036     30.3%    1,015,916      34.6%    1,147,450     36.7%  
Government                     377,668    15.0%       374,184     13.0%      366,184      12.5%      379,965     12.1%  
- ------------------------------------------------------------------------------------------------------------------------
Total                        2,515,662   100.0%     2,872,083    100.0%    2,938,001     100.0%    3,129,572    100.0%  
========================================================================================================================
</TABLE>

                                 Compound Annual Change
Sector                        1980-90   1990-96  1996-2001
==========================================================
Mining                          2.4%      2.7%     -2.6%
Construction                    2.2%     -0.9%      1.6%
Manufacturing                  -2.2%     -2.4%     -0.4%
Transportation & Utilities      0.7%      0.3%      0.3%
Trade                           2.2%      0.3%      1.1%
Finance, Insurance &
Real Estate (FIRE)              3.3%     -0.6%      0.8%
Services                        3.9%      2.6%      2.5%
Government                     -0.1%     -0.4%      0.7%
- ----------------------------------------------------------
Total                           1.3%      0.4%      1.3%
==========================================================

<TABLE>
<CAPTION>

========================================================================================================================
                                         Non-Agricultural Employment by Sector
                                                 State of Massachusetts
========================================================================================================================
                                        Percent of             Percent of   Estimated  Percent of  Projected  Percent of
Sector                           1980     Total         1990      Total        1996       Total       2001       Total  
========================================================================================================================
<S>                            <C>       <C>          <C>        <C>         <C>         <C>         <C>        <C>     
Mining                               0     0.0%         1,419      0.0%        1,389       0.0%        1,214      0.0%  
Construction                    77,523     2.9%       101,407      3.4%       93,676       3.1%      101,614      3.2%  
Manufacturing                  671,455    25.3%       521,264     17.5%      443,014      14.6%      432,218     13.4%  
Transportation & Utilities     121,605     4.6%       129,855      4.3%      128,812       4.3%      130,693      4.1%  
Trade                          576,550    21.7%       700,321     23.5%      701,641      23.2%      737,979     22.9%  
Finance, Insurance &
Real Estate (FIRE)             158,958     6.0%       213,302      7.1%      204,448       6.8%      212,409      6.6%  
Services                       633,945    23.9%       915,677     30.7%    1,057,927      35.0%    1,192,582     37.1%  
Government                     412,391    15.5%       402,094     13.5%      394,910      13.1%      409,069     12.7%  
- ------------------------------------------------------------------------------------------------------------------------
Total                        2,652,427   100.0%     2,985,339    100.0%    3,025,317     100.0%    3,217,778    100.0%  
========================================================================================================================
</TABLE>

                                 Compound Annual Change
Sector                        1980-90   1990-96  1996-2001
==========================================================
Mining                          na.      -0.4%     -2.7%
Construction                    2.7%     -1.3%      1.6%
Manufacturing                  -2.5%     -2.7%     -0.5%
Transportation & Utilities      0.7%     -0.1%      0.3%
Trade                           2.0%      0.0%      1.0%
Finance, Insurance &
Real Estate (FIRE)              3.0%     -0.7%      0.8%
Services                        3.7%      2.4%      2.4%
Government                     -0.3%     -0.3%      0.7%
- ----------------------------------------------------------
Total                           1.2%      0.2%      1.2%
==========================================================

<TABLE>
<CAPTION>

========================================================================================================================
                                          Non-Agricultural Employment by Sector
                                                      United States
========================================================================================================================
                                        Percent of             Percent of   Estimated  Percent of  Projected  Percent of
Sector                           1980     Total         1990      Total        1996       Total       2001       Total  
========================================================================================================================
<S>                            <C>       <C>          <C>        <C>         <C>         <C>         <C>        <C>     
Mining                       1,023,277     1.1%       706,935      0.6%      580,297       0.5%      555,131      0.4%  
Construction                 4,315,369     4.8%     4,999,505      4.6%    5,265,186       4.4%    5,550,150      4.3%  
Manufacturing               20,247,600    22.3%    19,114,481     17.4%   18,291,693      15.5%   18,206,940     14.1%  
Transportation & Utilities   5,128,888     5.7%     5,788,409      5.3%    6,121,598       5.2%    6,348,340      4.9%  
Trade                       20.385,888    22.5%    25,866,231     23.6%   27,888,031      23.6%   31,009,236     24.0%  
Finance, Insurance &
Real Estate (FIRE)           5,158,620     5.7%     6,692,006      6.1%    6,881,294       5.8%    7,374,991      5.7%  
Services                    17,881,415    19.7%    27,876,068     25.4%   33,655,628      28.4%   38,961,776     30.2%  
Government                  16,588,538    18.3%    18,641,411     17.0%   19,663,109      16.6%   21,156,568     16.4%  
- ------------------------------------------------------------------------------------------------------------------------
Total                       90,729,595   100.0%   109,685,046    100.0%  118,346,836     100.0%  129,163,132    100.0%  
========================================================================================================================
</TABLE>

                                Compound Annual Change
Sector                       1980-90   1990-96  1996-2001
=========================================================
Mining                        -3.6%     -3.2%     -0.9%
Construction                   1.5%      0.9%      1.1%
Manufacturing                 -0.6%     -0.7%     -0.1%
Transportation & Utilities     1.2%      0.9%      0.7%
Trade                          2.4%      1.3%      2.1%
Finance, Insurance &
Real Estate (FIRE)             2.6%      0.5%      1.4%
Services                       4.5%      3.2%      3.0%
Government                     1.2%      0.9%      1.5%
- ---------------------------------------------------------
Total                          1.9%      1.3%      1.8%
=========================================================


Source: Data Resources, Inc.
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================================================================================
                                                               Compound  
                                                                Annual    
                             Estimated 1996      % of           Growth   
Employment Sector              Employment      Total           1996-2001 
- --------------------------------------------------------------------------------
 Manufacturing                  449,710          15.3%          -0.4%
- --------------------------------------------------------------------------------
 Non-Manufacturing              2,441.4          84.7%           1.6%
- --------------------------------------------------------------------------------
  Mining                          1,182           0.0%          -2.6%
- --------------------------------------------------------------------------------
  Construction                   91,827           3.1%           1.6%
- --------------------------------------------------------------------------------
  Transp./Utilities             126,170           4.3%           0.3%
- --------------------------------------------------------------------------------
  Trade                         684,592          23.3%           1.1%
- --------------------------------------------------------------------------------
  F.I.R.E.                      202,420           6.9%           0.8%
- --------------------------------------------------------------------------------
  Services                    1,015,916          34.6%           2.5%
- --------------------------------------------------------------------------------
  Government                    366,184          12.5%           0.7%
- --------------------------------------------------------------------------------
 Total                        2,938,001         100.0%           1.3%
- --------------------------------------------------------------------------------
Source: DRI/McGraw-Hill
================================================================================

Historical and projected employment by industry for the NECMA indicate that
employment growth was steady during the 1980s, averaging 1.3% per year. Between
1989 and 1991, as the nation and the Northeast struggled through a recession,
employment declined significantly within the NECMA, and remained relatively
unchanged between 1991 and 1993, with the low point in total non-agricultural
employment reported in 1992. As the nation emerged from the recession,
employment growth returned to the NECMA as well, albeit at a slower pace than
that of the nation. During 1995, the Boston area experienced a 2.6% growth in
employment; however, employment growth slowed to 1.6% during 1996. This is
partially reflective of the national deceleration in employment growth, coupled
with the restructuring of the region's banking, computer industry and hospitals.
An additional factor is the increasing tightness of the Boston labor market, as
reflected by the drop in the area's unemployment rate of over one percentage
point during 1996 to an annual average of 3.7%, the lowest rate since 1989.
Through 2001, employment in the Boston area is projected to grow by 1.3%
annually. When compared with the NECMA, the State of Massachusetts and the
nation, Suffolk County is projected to experience slightly weaker job growth, at
only 1.2% per year. Regional growth will be led by gains in services such as
computer software, engineering, research


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laboratories, management consulting, health care, tourism and, of course, the
mutual fund industry.

Six employment sectors experienced growth from 1980 to 1990. Conversely, the
period between 1990 and 1996 saw declines in four out of eight categories of
employment. These employment contractions are a direct result of the regional
and national recession during most of this period. The Services sector's gains
dominate the Boston market. During the 1990-96 period, the Services sector
posted average annual growth of 2.6%. This was the largest positive growth
during this period, second only to the minuscule Mining category. With the
exception of the Trade and Transportation & Utilities sectors, which both posted
an average 0.3% growth rate between 1990 and 1996, every other sector declined.
While the outlook for 1996 to the year 2000 is brighter for the NECMA, the
Service sector will continue to dominate growth, with the anticipated compound
annual growth rate for this period projected at 2.5%. In fact, over 70% Boston's
job growth through the year 2001 is forecast to result from increases in the
Services sector.

Overall, through the year 2001, projections show modest increases in other
sectors and a total employment growth of 1.3% per year for the NECMA. This
compares favorably to the national rate projected of 1.8% per year. 

A number of factors will influence employment growth in the area. The FIRE
sector will be affected by the recent flurry of mergers and acquisitions,
including the acquisition of Shawmut National Corp. by Fleet Financial Group,
the acquisition by MetLife Insurance of The New England, and the merger of
BayBanks and Bank of Boston, to name a few. The Fleet/Shawmut transaction will
reportedly eliminate 1,500 jobs in the area but will also add a relocated Fleet
headquarters. Insiders indicate few jobs will actually be shed by this merger.
Boston's large educational sector may also shrink as the generation of "baby
boomers" has now passed through their college years. Construction growth has
been propelled by projects like the Fleet (formerly Shawmut) Center which
replaced the Boston Garden Arena, construction of a new hotel at the World Trade
Center, and the Central Artery/Tunnel Project (CA/T), a 7.5 interstate highway
project which is expected to improve access to downtown Boston from outlying
areas, and to Logan Airport from downtown Boston. The


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cranes now blanket the skyline of Boston, largely due to the central artery
depression, but it should be noted that no new construction of a high-rise
office building has been announced, and that while office market rents have
risen, they have yet to approach the level which would make high-rise office
development feasible.

The employment outlook for the Boston area is one of modest growth. Mergers and
acquisitions of high-tech and banking companies and continued cutbacks in
defense spending still will be concerns in 1996. Nevertheless, atypical of most
cities, Boston's office and retail and markets are relatively healthy amidst a
slowly improving New England economy still struggling to recovering from the
recent recession. Unemployment: Unemployment in the City of Boston, the Boston
M.S.A., and the U.S., are shown on the chart below (Unemployment rates for the
NECMA are not available. The M.S.A. definition approximates that of the
NECMA's.):

                               Unemployment Rates

                   1990    1991    1992    1993    1994    1995    1996    4/97
                   ----    ----    ----    ----    ----    ----    ----    ----

Boston              5.6%    8.5%    7.8%    6.5%    5.8%    4.7%    4.5%    3.9%
Boston M.S.A        5.1     7.8     7.5     6.0     5.2     5.4     3.7     3.3
United States       5.4     6.8     7.4     7.1     6.1     5.6     5.4     4.8

Source: U.S. Bureau of Labor Statistics,Employment and Earnings

Currently the M.S.A.'s unemployment rate is below that of the nation's.
Unemployment in the Boston M.S.A. and the City of Boston has fluctuated in that
it has kept pace with, exceeded, or been below the unemployment rate of the
nation since 1990. Boston suffered under a triple burden in the early 1990's.
The computer industry, the linchpin of its mid-1980's economy, had lost its
niche and had difficulty repositioning itself in an increasingly competitive
international marketplace. While the computer industry faltered, Boston had been
transformed into a business and financial services economy, but the New England
region that Boston serves, entered a recession earlier and had been more deeply
affected than other recessionary regions. The national recession, though widely
described as shallow and short, affected New England more severely because of
its other problems. In contrast, however, Boston has recovered more quickly than


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most other cities and the M.S.A. has recovered faster than the surrounding New
England area. Much can be said for Boston's ability to retain its status as a
24-hour city, but it's ability to remain sheltered from recessionary pressures
to specific industries, such as mutual funds and high-technology, continues to
be the source of skepticism.

Education:

The NECMA is home to eleven of New England's fifteen best known colleges and
universities. Suffolk county includes such institutions as Harvard College with
a full time enrollment of 17,156, Northeastern University with a full time
enrollment of 14,081, Boston University with a full time enrollment of 21,667,
to name a few. Harvard University was founded in 1636, and is the oldest college
in the United States; the Massachusetts Institute of Technology was founded in
1861. Harvard offers study in nearly all general areas, and is well known for
its Masters of Business Administration, Law and Medical degrees. M.I.T. is most
famous for its research in the sciences, but also offers courses of study in
some liberal arts areas. These institutions, and twenty five other colleges and
universities in the Boston Region, profoundly affect the population of the
NECMA. Not only do these institutions affect population, but they also serve to
create a steady base of employment for a large number of local residents, as
well as an incubator for new technology, bio-technology, consulting and other
businesses.

Transportation:

Massachusetts' seaport facilities serve the region rather than the nation.
Massport, consisting of three public terminals, is the only container facility.
Another 22 private terminals receive bulk cargo, and these terminals account for
90% of all cargo shipments. Forty percent of all shipments into Massport are by
barge. This means that overseas cargo is off loaded at another port -- generally
Montreal, Halifax or New York -- and barged into Boston for consumption by the
region's residents.

To a large degree the present urban pattern of the NECMA was created by the
introduction and growth of the railroad. Urban settlement grew up along the rail
routes, and land use patterns in Back Bay were influenced by the jockeying of
various railroads to establish routes and terminals in the Boston peninsula
area. Rail transportation is still important in Boston. Riders use commuter rail
daily along nine routes terminating downtown at either North Station or South
Station.


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An extensive multi-modal transit network today is the backbone of Boston's
transportation infrastructure. Twenty rail corridors radiate from the city's
center. These are supplemented by a proliferation of public and private bus
routes.

The Boston subway system is the oldest in the country, dating from 1887, and for
decades, it was heavily used. As late as 1951, the Metropolitan Transit
Authority, a precursor to today's Massachusetts Bay Transportation Authority,
served almost one million daily riders. Subway ridership began to drop
precipitously in the 1950s due to rising incomes, the growing availability of
automobiles, inexpensive gasoline and the decentralization of both housing and
jobs. In response to this suburbanization process, public funding switched from
mass transit to highway construction. In the 1970s large portions of the MBTA
fleet and infrastructure deteriorated due to deferred maintenance. The MBTA has
undertaken a massive capital program to rejuvenate its aging system including
expanding the capacity of existing stations, replacing outdated components and
expanding service areas. Daily ridership is over 700,000 passengers per day, up
from about 550,000 in 1991.

Four subway lines connect the suburbs to the downtown crossing in the retail
district of downtown Boston. The Orange Line extends from Malden to North
Station in downtown Boston. The Green Line extends from Cambridge to North
Station. This is the oldest subway line in the nation. The Red Line services
Cambridge, Roxbury and the suburban towns of Quincy and Braintree. Finally, the
much smaller Blue Line extends from the government center in Boston to Logan
Airport and then to suburban Revere. Bus usage also accounts for many linked
trips as buses feed thousands of passengers into the subway system every day.
M.B.T.A. buses operate on over 159 routes.

Since the early years of the 20th century the proliferation of the automobile
has had a great influence on urban development and land use. Three interstate
highways connect the city to the national highway system, but by any measure
transpiration to and within the city by car is horrendous. Built for an earlier
time, the highways leading to the city reached their capacity long ago.
Compounding the problem is the fact that a number of major


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highways (I-95, I-93 and I-90) pass through rather than around the city, thus
mixing regional and commuting traffic during the ever-growing rush hours.

Boston's highway system reinforces the original spoke and hub pattern
established by early settlements and the railways. Two circumferential highways
link these interstate spokes. Route 128 was one of the first circumferentials in
the nation; initial sections were completed in 1948. An outer beltway, Route
485, completed in the 1960s, runs in a radius approximately 25 to 35 miles from
the center of Boston, and connects I-95 north and I-95 south.

Documented traffic volumes on the region's roadways have increased between 12%
and 53% in the past decade. After many years of study, the Massachusetts
Department of Public Works manages what may be the largest
transportation-construction project ever undertaken in a city: the depression of
the Central Artery (a portion of 1-93) and construction of a third harbor tunnel
leading to east Boston and Logan International Airport, the Central
Artery/Tunnel Project (CA/T).

CA/T is a 7.5 mile interstate highway project, approximately half of which is
tunnel. The CA/T Project will stretch from Charlestown in the north to
Southampton Street in the south (I-93); from Harrison Avenue in the West to
Logan Airport and Route 1A in the east (I-90). The CA/T is expected to Improve
city traffic by diverting non-local traffic away from the downtown area, as well
as improve pedestrian traffic and air quality. Boston will benefit from faster,
and easier access to Logan airport. The infrastructure improvements will enable
larger vehicles to travel across the Boston Harbor and dramatically relieve
demands on existing roadways. The Third Harbor Tunnel, a 1.6 mile four-lane
section also known as the Ted Williams Tunnel, has been open for commercial
traffic, buses, taxis and trucks, since the fourth quarter of 1995 and is
expected to open to the general public by about the year 2000. The tunnel will
allow an estimated 70% of airport traffic to bypass downtown Boston which will
reduce travel time from 30 minutes or more to 10 minutes. The highway section of
the CA/T should be completed by 2004 at a total cost of nearly $7.7 billion.

The downtown Boston office market will also generally benefit as the new eight
to ten lane underground tunnel handles Boston's commuter traffic


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demands more efficiently than the current above-ground system. The depression of
the Central Artery will create 27 acres of open space in the heart of the city,
reduce traffic noise and positively impact air quality by reducing pollution
associated with motor vehicle emissions.

Boston is a major air hub. Logan Airport is the only international airport to
serve the region and may soon be unable to handle the region's air
transportation requirements. Located only three miles from downtown, Logan is
served by both domestic and international airlines. The third harbor tunnel
relieves some of the auto congestion to the airport; however, the problem of
congestion in the air and at airport gates remains.

One increasingly frequent suggestion is the development of a second airport,
probably located at one of the existing military bases earmarked for closure.
Pease Air Force Base in Portsmouth, New Hampshire and Fort Devens in Bedford,
Massachusetts have been identified as possible sites. A Tufts University study,
however, favors spending to electrify the rail lines between Boston and New
Haven in order to speed the Boston-to-New York rail trip with concurrent
reductions in the air traffic between these two cities.

Tourism:            

Boston and its surrounding areas are well known as tourist destinations because
of their climate, history, waterfront and culture. The table below shows
historical convention attendance and the number of tourists to Boston, along
with the 1997 forecast estimate.

================================================================================
                    Tourism and Convention Attendance Trends
- --------------------------------------------------------------------------------
                              Estimated Number           +/- Over
           Year                 of Visitors            Previous Year
- --------------------------------------------------------------------------------
           1988                 8.8 million                 +3%
- --------------------------------------------------------------------------------
           1989                 8.2 million                 -6%
- --------------------------------------------------------------------------------
           1990                 8.5 million                 +3%
- --------------------------------------------------------------------------------
           1991                 8.2 million                 -3%
- --------------------------------------------------------------------------------
           1992                8.76 million                 +6%
- --------------------------------------------------------------------------------
           1993                 9.1 million                 +4%
- --------------------------------------------------------------------------------
           1994                 9.7 million                 +6%
- --------------------------------------------------------------------------------
           1995                10.0 million                 +2%
- --------------------------------------------------------------------------------
           1996                10.6 million                 +3%
- --------------------------------------------------------------------------------
           1997                10.9 million                 +3%
- --------------------------------------------------------------------------------
Source: Pinnacle Advisory Group
================================================================================
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Historical sites include the Freedom Hall, Bunker Hill Monument, Old North
Church, Paul Revere's House, as well as Cape Cod and The Islands (Martha's
Vineyard and Nantucket). Boston and Cambridge are also world-renowned for their
top educational institutions and museums. The "college town" atmosphere is
attractive to many tourists. International tourism leads all segments in growth,
and the universities draw a large constituency from Asian countries. Quincy
Market and other venues famous for retail as well as a number of fine dining
restaurants also serve to draw tourists to the Boston area. From 1985 to 1992
the number of tourists visiting the Boston area has grown at a compound annual
rate of 2.8 percent. This strong tourism base helps to even out the fluctuations
between weekday and weekend retail activity and hotel occupancy levels common to
most downtown markets. Hoteliers in Boston report Saturday to be the third
strongest day of the week. Convention attendance and tourism statistics for 1993
from the Boston Convention and Visitor's Bureau are measured differently than
the historical statistics and are, therefore, not comparable.

Most recently, Boston has benefited from an increase of conventions and
convention attendees. Between 1993 and 1994, convention attendance increased by
over 300,000 delegates or 24%. In 1996, 300 events were held in Boston with 36
conventions requiring over 1,000 rooms each. The average daily spending by a
convention delegate with room was $250 in 1996. The average stay for a
convention delegate was 4.1 days. This is a far greater amount than the average
daily spending by a visitor with room which was $176 in 1995, with the average
length of stay at 2.3 days. 

The largest city in New England, Boston, is the hub of commerce for the region.
Boston, Massachusetts is a city with contradictory historic trends. While
households and employment are expected to grow at very slow rates (0.3%
and 0.1%, respectively), other market indicators are quite positive. Income
growth, unemployment rates and the metropolitan office market all show signs of
health. The economic recession which plagued New England during the first half
of the decade had less of an impact on the City of Boston due to its stature as
the region's financial center. In addition, Boston's substantial institutional
presence has facilitated a more rapid economic recovery than was forecast due to
the emergence and subsequent expansion of numerous high-technological companies
as well as growth in


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the mutual fund and health-care related industries. Increasing reliance on
technological innovation bodes well for this market and the future demand for
office space in the metropolitan area.


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                                                                           Map 2

                                                        The Boston Office Market
                                                                Submarket Detail


                                [GRAPHIC OMITTED]



Source: BOMSA of Greater Boston
<PAGE>

                                                                   Boston
                                                                   Metropolitan
                                                                   Office Market



                                [GRAPHIC OMITTED]


                                                                        LANDAUER
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OFFICE MARKET OVERVIEW


Introduction       

The Metropolitan Boston Office market has emerged as one of the strongest
markets in the nation. This is noteworthy given the weakness of the region only
four years ago. Recent news articles focusing on the state of the Boston office
market reflect an optimistic and upbeat situation.

      US office markets are doing so well today (particularly in major cities
      like Boston, Washington, New York and San Francisco) that speculative
      construction is no longer out of the realm of possibility.

      "The National Scope", Real Estate Forum (2/97) Vol. 52, No. 2 P.170/2

      A new Cushman & Wakefield survey reveals that the five healthiest suburban
      commercial real estate markets in the nation this year are located in
      Northern Virginia, Atlanta, Dallas, Chicago and Boston. In Boston, the
      office vacancy rate in the CBD was just half the national average. Recent
      quarterly vacancy rate declines measured over 12 percent in Boston `s
      suburbs, while nationwide rates were down about 6 percent to an average
      14.2 percent.

      "C&W Survey: Boston Area RE Among Best", New England Real Estate Journal
      (10/10/96) Vol. 35. No. 40 P.2C/1

      Boston based Meredith & Grew reports that the area is commercial real
      estate market finished last year in good condition. The greater Boston
      market vacancy rate ended at 5.8 percent, which was down almost 12
      percent from the level of four years ago. Fourth quarter 1996 was
      especially busy for area brokers, with net absorption for the three-month
      period exceeding 450,000 square feet. That brought total absorption for
      the year to 1.3 million square feet. The citywide vacancy rate hit 5.5
      percent at year end, with the Financial District's rating standing at 5.1
      percent and the smaller Back Bay standing at just 3.6 percent. Suburban
      vacancies, meanwhile dropped to 6.3 percent, which was their lowest since
      the end of the last decade.

      "Areas Commercial Market Finishes 1996 On a High Now" Boston Globe
      (1/18/97) P.E1/1

The office market in the Boston metropolitan area totaled 102.9 million square
feet as of April 1997. The office market is comprised of the City of Boston, the
City of Cambridge, and Boston's Suburbs.


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According to Spaulding & Slye's Boston brokerage office, the supply of office
space in the major office submarkets at the end of the first quarter of 1997 was
as follows:

- --------------------------------------------------------------------------------
                           Inventory of Office Space
                       Boston Office Market - April 1997
                                (in square feet)
- --------------------------------------------------------------------------------
                                              Size    % Metro Market   Vacancy %
                                              ----    --------------   ---------
Boston
      North Station                         2,143,277       2.1%        10.9%
      Charlestown                           1,683,500       1.6%         3.1%
      Financial District                   29,908,431      29.0%         6.6%
      Fort Pt Channel                       2,240,241       2.2%        11.3%
      South Station                         1,934,221       1.9%        11.8%
      Back Bay                              9,522,670       9.2%         5.0%
                                          -----------     -----          --- 
Total City of Boston                       47,432,340      46.1%         6.8%
                                                                   
City of Cambridge                                                  
      Alewife / Route 2                     1,382,668       1.3%         2.5%
      Harvard Square/Mass. Ave.             1,764,313       1.7%         3.3%
      East Cambridge                        6,500,131       6.3%         5.8%
                                          -----------     -----          --- 
Total City of Cambridge                     9,647,112       9.4%         4.9%
                                                                   
Suburbs                                                            
      North                                 6,061,935       5.9%        13.1%
      Northwest                             7,312,588       7.1%         9.8%
      Rte. 128/Mass. Pike                  11,454,451      11.1%         6.5%
      South                                10,074,844       9.8%         9.5%
      Rte. 495/Mass Pike                    5,913,097       5.7%         8.4%
      Rte. 495 North                        4,117,178       4.0%        18.2%
      Rte. 495 South                          985,545       1.0%         3.2%
                                          -----------     -----          --- 
Total Suburbs                              45,919,638      44.6%         9.8%
Total Boston Metropolitan Area            102,999,090     100.0%         8.0%
- --------------------------------------------------------------------------------
Source: Spaulding & Slye Report
- --------------------------------------------------------------------------------

The overall City of Boston and Suburban markets account for approximately equal
parts of the overall inventory. The largest concentration of Class A product is
found in the Financial District. The City of Boston currently enjoys a stronger
occupancy level than the suburbs.

Currently the total metropolitan office market vacancy rate stands at a decade
low of 8.0%, with the city at 6.8% and the suburbs at 9.8%.


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                     Boston Metropolitan Area Office Vacancy


                               [GRAPHIC OMITTED]


Vacancy rates are down significantly from previous years in all city markets.
The total metropolitan office market vacancy rate is significantly improved from
the 8.7% recorded in October 1996 and the 15.9% in October 1993.

In the following sections, the individual submarkets will be examined in greater
detail.

City of Boston

Overview           

The City of Boston consists of six submarkets, the Financial District; Back Bay;
Charlestown; North Station; South Station; and Fort Point Channel. Of these the
Financial District is by far the largest with 29.9 million sq. ft. The second
largest is Back Bay with 9.5 million sq. ft. The remaining 8.0 million sq. ft.
are spread over the remaining four city submarkets; North Station, Charlestown,
Fort Port Channel and South Station. Of these, only the financial district and
Back Bay contain significant quantities of Class A space today. The major
subdivisions of the downtown Boston office market are:

      o     Financial District
 
      o     Back Bay

      o     North Station

      o     Charlestown

      o     South Station

      o     Fort Point Channel


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The area is remarkably compact, and no district is more than a ten- to
fifteen-minute walk from any other. Geographically, the area is bounded by the
Public Gardens and the Massachusetts Avenue.


                          Inventory of Space - Downtown

                                [GRAPHIC OMITTED]

Within the City of Boston, the Financial District is the dominant sub-market in
terms of size and prestige. The much smaller Back Bay market has been equaled or
eclipsed by the Cambridge market as well as a number of the suburban office
market districts in size, but the Back Bay location remains prestigious.

Vacancy Rates

Vacancy rates for the City of Boston have fallen drastically since 1992, The
overall vacancy rate for the City stood at 6.8% as of April 1997.


                     Boston Metropolitan Area Office Vacancy

                                [GRAPHIC OMITTED]


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Rent levels

Rent levels for the City of Boston overall have shown continued improvement.
Rents have risen from $26.08 per square foot in April 1996 to $27.90 per square
foot in April 1997.


                           City of Boston Asking Rents

                                [GRAPHIC OMITTED]

Financial District

The heart of the city's economy is the financial district, with a current
inventory of 29.9 million square feet. Its borders are State Street on the
north, Purchase and Summer Streets on the south, the Central Artery on the east
and Washington Street on the west. The area houses many of Boston's major banks,
including the Bank of Boston, Shawmut Corporation, Bay Bank and State Street
Bank. It is also the center for the money-management industry. Boston ranks
second only to New York in money management, and ranks first in management of
mutual funds for the nation. The office vacancy rate in the Financial district
has experienced a remarkable recovery over the past six years:


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                       Office Vacancy - Financial District

                                [GRAPHIC OMITTED]

This is largely due to a dearth of new construction and the recovery of the
Boston economy, largely driven by the financial services sector. At present the
vacancy rate is exerting upward pressure on rents which is expected to spur new
product, most likely in the form of rehabilitated space given the lack of
developable sites.

Rent levels likewise have improved considerably over the recent past. Asking
rents currently average $31.37 per square foot, up 8.4 percent from April 1996's
$28.94.

Over time, base rents have trended strongly upward. Using Boston office-tower
rents in the financial district as a benchmark, we can trace the distinct upward
trend in base rents from 1979 to 1988. In 1979, base rents in new downtown
office towers averaged $12 per square foot. By 1985, base rents had almost
tripled from this depressed level and averaged $33 per square foot. The market
suffered a crash around 1990 from which the recovery has been dramatic. During
the early 1990's rents fell to the low $20's for prime class A space. The extent
of the recovery can been seen in the most recent quarter's asking rentals. As of
first quarter 1997, average asking rents in buildings in the financial district
were in the $30.00 to $45.00 range depending upon tenant buildout. Back Bay
asking rents are lower, between $28.00 to $36.00. Asking rents in new towers in
1989 hit $60 per square foot, but those prices are not seen now. Free rent and
some other leasing


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concessions that were at an all-time high a few years ago are absent from the
market.

Back Bay           

The Back Bay market has benefited and will continue to benefit from many
positive characteristics. Back Bay has the highest percentage of its population
with a college degree of any of Boston's neighborhoods or districts. This highly
educated workforce and the location's accessibility through public
transportation and highway network is what attracts companies to Back Bay. This
market is easily accessible from downtown Boston and is well served by public
transportation. The office leasing market was once dominated by large
owner/users, advertising firms, and financial services institutions. Publishing,
communications, and medical users have a strong presence in today's Back Bay
submarket.

The Back Bay vacancy rate continues to decline. The current vacancy rate of 5.0
percent is close to the structural vacancy rate where little space remains
effectively available. Already large space users are encountering difficulties
leasing appropriate space.


                        Office Vacancy - Back Bay Markets

                                [GRAPHIC OMITTED]


Asking rents in the Back Bay have improved 10.8 percent from April 1996 to
$27.89 per square foot. Continued upward pressure is anticipated for rentals as
the supply of available space diminishes.

Following are the most recent asking rentals and vacancy rates at properties
judged most competitive to Copley Place:


                                                                              31
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REAL ESTATE COUNSELORS

- --------------------------------------------------------------------------------
Address               Year Built  Available %       Asking Rents
- --------------------------------------------------------------------------------
399 Boylston Street      1984        23%            $28.00-$32.00
855 Boylston Street      1986        19%            $28.00
One Exeter Place         1984        30%            $28.50
101 Hungington Ave       1970      10.4%            $32.00-$36.00
- --------------------------------------------------------------------------------

Copley Place's office component competes most favorably with 101 Huntington
Avenue. The Prudential Center is a superior competitor, however this property is
effectively 100% leased.

Additions to Supply

Because of the tightly controlled planning process in Boston, the approval
process can be lengthy and complicated for the developer. The positive side of
the system is that it affords existing and approved projects a certain amount of
protection. In addition to trying 1o keep the office market in relative
supply-demand equilibrium, the BRA has created an exhaustive design-review
process to ensure that a building will make a contribution to Bostons rich
architectural heritage and make thoughtful use of public space. For all of the
problems this presents to developers, the BRA is often cited as one of the
positive forces in downtown Boston. As of January 1997 no new office
construction was underway for the Back Bay market. Prudential Center is reported
to have approvals for a second tower although the timing of this project is
conditional upon the economic feasibility of the project.

With many potential large space users facing the "structural/no vacancy"
situation, there is pressure for new development although rentals remain below
the feasibility levels necessary for new development. In this current tight
market it is expected the suburbs will benefit from the overflow effect. On a
larger scale the City may risk business relocations due to space limitations and
rising occupancy costs. The possibility of new renovation projects is growing
given the rising rentals and the tightening market.


                                                                              32
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REAL ESTATE COUNSELORS

City of Cambridge

Overview

The Cambridge office market developed initially because this city, just across
the Charles River from Boston, is the home of two of the world's premier
educational institutions, Harvard and MIT. The latter, particularly, has spawned
numerous private, high-technology enterprises, and although Cambridge office
developers market their office buildings widely, the vast majority of office
space here is still leased by Cambridge-bred firms. As a result this submarket's
tenant roster continues to be dominated by high technology office tenants,
especially in the East Cambridge office buildings adjacent to the MIT
laboratories.

The Cambridge office market contains about 9.6 million square feet of office
space. Currently there is no new construction underway. Net absorption in this
market for the first quarter of the year equaled 31,164 square feet, or 6.6
percent of the supply of vacant (469,323).

Vacancy Rate

The first quarter 1997 vacancy rate, at 4.9%. was the lowest in the Greater
Boston market This is a 64 percent decease form the January 1993 vacancy rate of
13.6 percent.


                     Boston Metropolitan Area Office Vacancy

                               [GRAPHIC OMITTED]

Rent Levels

Overall asking rents average $26.48 per square foot, up from the $24.58 from
April 1996 and the $20.00 per square foot recorded in 1991. Rentals are expected
to be under continued upward pressure as vacancies fall and the economy
continues to expand.


                                                                              33
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LANDAUER
REAL ESTATE COUNSELORS

Suburban Market

Overview

The suburban market is made up of seven submarkets, North; Northwest; Route
128/Mass Pike; South; Route 495/Mass Pike; Route 495 North; and Route 495/South.
The suburban market totaled 45.9 million sq. ft. in April 1997. The largest of
these submarkets was Route 128/Mass Pike with 11.5 million sq. ft. in April
1997. The South submarket was a close Second with 10.1 million sq. ft. in April
1997. The total office market inventory expanded from 91.1 million sq. ft. in
October, 1990 to 102.9 million sq. ft. in April 1997, according to Spaulding &
Slye, a Boston-based brokerage company.

Vacancy Rate

The suburbs declined along similar lines, vacancies dropped from the same 16.3%
rate in October 1993 to 9.8% in April 1997. This tightening signifies a far more
rapid recovery than had been predicated. At present the market is considered
healthy with evidence of rental increases foreshadowing economically feasible
new construction.

                    Boston Metropolitan Area Office Vacancy

                               [GRAPHIC OMITTED]


The suburban market has improved considerably over the past four years. Select
submarkets, notable Waltham let the recovery. The northern submarkets still lag
the strongest markets including the City of Boston.

Rent Levels

Rentals in the suburban currently average $22.94 per square foot slightly up
from April 1996's $22.64 per square foot. The strongest submarket is the Route
128 / Massachusetts Turnpike submarket which recorded an average rental of
$25.50 per square foot. The weakest submarket is the Route 495 north market with
an average rental of just $13.13 per square foot.


                                                                              34
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REAL ESTATE COUNSELORS


RETAIL MARKET OVERVIEW

Supply:            

As previously noted, the retail component of Copley Place consists of an
enclosed, two-level, urban mall which contains 260,491 square feet of high-end
fashion mall tenants and a 107,922 square foot Neiman Marcus store. The center
is located in the Back Bay section of downtown Boston and is bordered by Stuart
Street to the north, Dartmouth Street to the east, Carleton Street to the
southeast, Harcourt Street to the southwest and Huntington Avenue to the
northeast.

Shopping in central Boston centers around three main areas -- Downtown Crossing,
the downtown waterfront area and Back Bay.

The Downtown Crossing area includes the 1.6 million square foot Lafayette Place
mixed-use development which opened in 1984. The center includes approximately
840,000 square feet of gross leasable area anchored by Jordan Marsh and connects
to the downtown Filene's Basement store. The development also includes a
500-room hotel, parking for 1,300 cars and an open air plaza for dining and
special events.

The waterfront area includes the Faneuil Hall/Quincy Marketplace development by
the Rouse company. The mixed use development, which adjoins both the waterfront
and the financial district, includes an 80,000 square foot retail component and
is a major tourist attraction.

The Back Bay area contains the city's most exclusive retail outlets and is
superior in respect of location, quality of merchandise, customer base and
achieved rental levels. The major retail concentrations are located at Copley
Place, the adjoining Prudential Center and in freestanding stores along nearby
Boylston and Newbury Streets. The combined retail facilities draw visitors from
all over the Boston area. At the present time, the Back Bay area contains
approximately 1,200,000 square feet of gross leasable area and comprises
approximately 40% of the total city of Boston retail market. In fact, over two
hundred retailers are located in the area along Boylston and Newbury Streets,
including Alexander Kaminsky, Avanti, Burberry's, Cartier, Escada, FAO Schwartz,
Gianni Versage, Guess and Kenneth Cole, to name a few.


                                                                             35
<PAGE>

<TABLE>
<CAPTION>

                                                 COMPARABLE BACK BAY RETAIL RENTALS

- ---------------------------------------------------------------------------------------------------------------------------
 #     Location              Tenant                Leased Area    Date        Net Rent (psf)         Excess TI             
                                                   (sf)           Term                               Allowance
                                                                                                     Concessions
<C>    <S>                   <C>                   <C>            <C>         <C>                    <C>                   
- ---------------------------------------------------------------------------------------------------------------------------
 1     77 Newbury Street     Lease out for         3,000          May-97      $60.00                 One month free, or    
                             signature                            5 yrs.                             2% of rent            
                                                                                                                           
                                                                                                                           
                                                                                                                           
                                                                                                                           
                                                                                                                           
- ---------------------------------------------------------------------------------------------------------------------------
 2     Newbury Street        Space will go on      n.a.           July-97     Asking: $60-$65        None                  
       (between Clarendon    market soon.                                                                                  
       and Dartmouth         Currently occupied
       Streets)
- ---------------------------------------------------------------------------------------------------------------------------
 3     711 Boylston Street   Apparel tenant        5,300 of       May-97      $64.00                 None                  
                                                   grade level    5 years
                                                   Basement                   $10.00 to
                                                   space                      $15.00
- ---------------------------------------------------------------------------------------------------------------------------
 4     118 Newbury Street    Telecommunications    3,000          May-97      $61.00                 None                  
                             Firm                  (2,500 on                  plus annual                                  
                                                   parlor &                   escalations of 3%
                                                   500 on
                                                   mezzanine)
- ---------------------------------------------------------------------------------------------------------------------------
 5     194 Newbury Street    NikeTown Superstore   30,000 sf      Dec-96       Yr. 1: $42.00        Build to suit          
       SWC Newbury &                               Street level,  20 years     Yr. 2: $42.85        building.              
       Exeter Streets                              2nd and 3rd                 Yr. 3: $43.85        Landlord reportedly    
                                                   floors                      Yr. 4: $44.85        spent $65 psf over     
                                                                               Yr. 5: $45.85        standard               
                                                                               Yr. 6-10: $53.20                            
                                                                               Yr. 11-15: $64.00    Annual Avg: $3.25      
                                                                               Yr. 16-20: $70.00
                                                                               10 Yr. Avg: $48.54
                                                                               20 Yr. Avg: $57.70
- ---------------------------------------------------------------------------------------------------------------------------
 6     126 Newbury Street    Pottery Barn          7,220 sf       Oct-96       $61.00               Standard               
                                                   Street level   3 years                                                  
- ---------------------------------------------------------------------------------------------------------------------------
 7     75 Newbury Street     Coach                 2,000 sf       Oct-96       $65.00               Standard
                                                   Street Level   10 years
- ---------------------------------------------------------------------------------------------------------------------------
 8     164 Newbury Street    Sunglass Hut          1,250 sf       Oct-96       $68.00               Unknown                
                                                   (estimated)    5 years
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

- -----------------------------------------------------------------------------
 #     Location              Comments
- -----------------------------------------------------------------------------
 1     77 Newbury Street     The space is two steps down from the street.
                             Entrance is through the building lobby which
                             has just been renovated. Reportedly, this lease
                             has been out for signature for two months, but
                             another tenant is ready to lease the space at the
                             same rent level for ten years, between $60 and
                             $65 per square foot.
- -----------------------------------------------------------------------------
 2     Newbury Street        This is street level space. Floor through of a
       (between Clarendon    brownstone
       and Dartmouth       
       Streets)
- -----------------------------------------------------------------------------
 3     711 Boylston Street   This building underwent a complete renovation.
                           
                           
                           
- -----------------------------------------------------------------------------
 4     118 Newbury Street    This is a brownstone and there are several steps
                             to the parlor level
                           

                           
                           
- -----------------------------------------------------------------------------
 5     194 Newbury Street    This is a new 4-story building. The tenant
       SWC Newbury &         occupies the first three floors and the landlord
       Exeter Streets        occupies the fourth floor. The lease was signed
                             in late 1995. The leasing agent stated that the
                             first floor was priced at $80 per square foot.
                             First 10 year effective rent: $45.29
                             20 year effective rent: $54.45
                           
                           
                           
- -----------------------------------------------------------------------------
 6     126 Newbury Street    Includes additional 6,000 square feet of
                             basement storage space.
- -----------------------------------------------------------------------------
 7     75 Newbury Street   
                           
- -----------------------------------------------------------------------------
 8     164 Newbury Street    Tenant moved from space next door.
                           
- -----------------------------------------------------------------------------
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

Details of recent 1996 and 1997 retail leases for street level stores on Newbury
and Boylston Streets are displayed on the facing page. The spaces surveyed range
in size from 1,250 square feet to 30,000 square feet with three-to-ten-year
lease terms. The signed base rents range from $42.00 per square foot to $68.00
per square foot, with approximately half remaining level throughout the term and
the remainder with stated rent steps. The comparable leases are all net leases,
with tenant responsible for payment of real estate taxes and operating expenses.

Copley Place is connected by a pedestrian bridge to the Prudential Center
(across Huntington Avenue) where an enclosed mall containing approximately
462,000 square feet of retail space, the Shops at Prudential Center, is located.
This center originally opened in 1965, and its expansion/redevelopment was
completed in 1993. The center is anchored by Lord & Taylor and Saks department
stores, and contains 71 additional stores including smaller tenants such as FAO
Schwartz, Brooks Brothers, Escada, Giorgio Armani and Yves St. Laurant.
According to the 1997 Shopping Center Directory published by Blackburn Marketing
Services (U.S.), Inc., the center had a 1996 occupancy rate of 91% and retail
sales of approximately $553 per square foot.

Copley Place represents a major upscale retail presence in its market area. It
both complements and competes with the Shops at Prudential Center and the
historic shopping areas along Newbury and Boylston Streets. Secondary
competition is provided by various enclosed suburban regional malls, primarily
the Mall at Chestnut Hill and the adjacent Atrium at Chestnut Hill (which in
part duplicate some of the tenants of Copley Place). Secondary competition for
Copley Place is also provided by a variety of high-end merchants in the affluent
suburbs of Boston including Concord, Lexington, Marblehead, Newton and
Wellesley. Two other more local vertical malls --Cambridgeside Galleria
(Cambridge) and Lafayette Place (downtown Boston) -- possess inferior tenant
mixes, cater to less affluent shoppers and are not considered to be directly
competitive with Copley Place.

While Prudential Center provides competition, it also lends a high degree of
synergy by reinforcing the general strength of the Back Bay as an upscale retail
location and providing more of a link between Copley Place and the freestanding
retailers on Boylston & Newberry Streets. Also, given the


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REAL ESTATE COUNSELORS

general malaise in the retail industry over the last 5 years or so, along with
the opening of the expanded Shops at Prudential Center across Huntington Avenue,
Copley Place has done exceptionally well, maintaining both high sales and
occupancy levels. In fact, during 1995 and 1996, retail sales at Copley Place
increased by 7.3% and 6.6% respectively. This provides further evidence of the
quality of the development, in that it has continued In do well during a period
of faltering retail sales trends nationally, while withstanding the advent of
enhanced competition.

Demand/
Sales Analysis:

Generally speaking, Suffolk County and the Boston-Brockton-Nashau NECMA
experienced fairly strong retail sales growth from the early to late 1980s.
Since the late 1980s, however, Suffolk County and the Boston-Brockton-Nashau
NECMA lagged the State of Massachusetts as a whole in retail growth. All three
regions experienced declines in total retail sales between 1990 and 1992.
Between 1992 and 1995, Suffolk County's total retail sales increased by an
average of 3.9%, lagging both the Boston-Brockton-Nashau NECMA's (4.0%) and the
State of Massachusetts' (4.3%) average annual increases. Between 1993 and 1995,
however, all three regions experienced more dramatic average annual increases in
total retail sales, reaching 5.0% per annum for Suffolk County and the
Boston-Brockton-Nashau NECMA, and 5.4% per annum for the state. Reflecting
current economic conditions, the outlook in the near-mid term is for continued
growth although at lower levels than experienced during the most recent past.
Total retail sales (i.e. all retail sales including supermarkets, drugstores,
auto dealerships etc.) for Suffolk County and the Boston-Brockton-Nashua NECMA
approximated $4.9 billion and $53.3 billion in 1995 respectively. Total retail
sales for Suffolk County and the Boston-Brockton-Nashau NECMA are projected to
increase at approximately 1.5% and 2.0% per annum through 2000, respectively.
Total retail sales per household for Suffolk County averaged $18,994 in 1995,
only 79% of the Boston-Brockton-Nashau NECMA average. The differential reflects
the comparatively lower income levels for the inner city area as a whole,
compared with the region as a whole.

GAFO Sales (general merchandise, apparel and accessories, furniture and
furnishings and other retail sales) are otherwise known as department store type
merchandise and, together with food, represent the bulk of sales at


                                                                              37
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REAL ESTATE COUNSELORS

regional malls and specialty centers such as Copley Place. GAFO sales within
Suffolk County increased at 3.2% per annum from 1987-1990, compared with 3.5%
for the Boston MSA, and 3.7% for Massachusetts. GAFO sales per household,
meanwhile, were much lower for Suffolk County. Between 1990 and 1992 as the area
suffered from the national recession, GAFO sales declined at an annual rate of
3.5% in Suffolk County, by 1.8% in the Boston MSA, and by 1.2% in Massachusetts
as a whole. Between 1992 and 1995, as the region emerged from the recession,
GAFO sales increased at an annual rate of 7.6% in Suffolk County, by 2.5% in the
Boston MSA, and by 2.2% in Massachusetts. In 1996, the estimated average GAFO
sales per household for Suffolk County of $6,038 represented only 64% of the
Boston-Brockton-Nashau NECMA ($9,466) and 66% of the Massachusetts ($9,160)
averages. Again, the comparatively lower levels for Suffolk County reflect the
corresponding income levels for the area and disguise the sales potential for
the up-market retail milieu in and around the Back Bay.

Retail sales in the Copley Place trade area are expected to increase at rates
that reflect the current economic recovery and recent historical increases at
the center. As a result, and reflecting current reported sales trends, retail
sales for Copley Place have been projected by Landauer to increase by 4% per
annum throughout the projection period. Forecast increases in population, the
number of households and the increased income per household should fuel a growth
in sales.

Conclusion:        

As previously noted, the Back Bay area is Boston's most prestigious retail
location with a wide variety of up-market retailers in both the freestanding
locations along Newberry and Boylston Streets and in the enclosed centers at
Prudential Center and Copley Place. Vacancy levels at Copley Place, Newbury and
Boylston Streets are extraordinarily low and generally represent frictional
levels. A strict regulatory environment should preclude any additional
significant retail expansion in the Back Bay for the foreseeable future.

Although the recent expansion of the Shops at Prudential Center provided
additional competition for Copley Place, it also reinforced the competitive draw
of the general location, to the benefit of each. The combined drawing power of
the two centers, which are linked by the pedestrian bridge across


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LANDAUER
REAL ESTATE COUNSELORS

Huntington Avenue, may well exceed the sum of the individual drawing powers of
the centers were they not to be connected in this way. This is evidenced to some
extent by the performance of Copley Place over the last few years. Despite
having been through a period of faltering national retail sales, and despite the
enhanced competition provided by the redeveloped and expanded Shops at
Prudential Center, Copley Place has continued to maintain high sales and
occupancy levels, testifying to the quality of the development and the
location.. With no new competition proposed and a general improvement in the
retail sales climate nationwide, the prospects for Copley Place maintaining its
market share are good.


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                                  Location Map
                                Back Bay, Boston

                               [GRAPHIC OMITTED]
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

NEIGHBORHOOD ANALYSIS

Overview:

Copley Place is located in the part of Boston that is known as the Back Bay, and
is located approximately one mile southwest of the heart of Boston's Financial
District. The area is characterized by a mixture of historic and contemporary
buildings predominantly supporting office, retail and residential uses. The
urban neighborhood is bounded by Storrow Drive and the Charles River to the
north, Arlington Street and the Public Gardens/Boston Common to the east,
Huntington Avenue and the Massachusetts Turnpike to the south and Massachusetts
Avenue to the west.

The Back Bay is an area of contrasts and contains a mixture of stately old town
houses, relatively new office buildings, chic fashion-oriented shops and
abundant parkland. Noteworthy buildings in the area include the Ritz Carlton
Hotel, the Boston Public Library, Haynes Convention Center, Trinity Church, Holy
Cross Cathedral, Old South Church, Christian Science Church, Horticultural Hall,
the Museum of Fine Arts, Longwood Medical Center, the Decorators Building, and
Symphony Hall, home of the Boston Pops. Many hotels and office buildings are
located in the immediate vicinity of Copley Place. In addition, open public
areas like Boston Public Garden, Commonwealth Avenue Mall and Copley Square Park
are nearby.

Development in the Back Bay has historically been subject to innovative, but
restrictive zoning ordinances, aimed at preserving the character of the area and
concentrating commercial development along the so-called High Spine, of which
Boylston Street is the center. The historical background, together with the
strong growth of the office and retail markets in the Back Bay, has created a
unique community ambiance and business environment.

As noted elsewhere in the report, the Back Bay office district contains about
9.5 million square feet of office space. Major office buildings and mixed-use
premier projects enhance the area. Copley Plaza, the Heritage on the Garden, the
John Hancock Tower and 500 Boylston Street are examples. Office tenants tend to
be of two types. On the one hand, there are huge insurance firms such as New
England Life, John Hancock, Liberty Mutual, Prudential and major space users
such as Massachusetts Financial Services, Gillette, Boston Edison and New
England Telephone. On the other hand, the remainder of the Back Bay market
consists of small professional firms


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LANDAUER
REAL ESTATE COUNSELORS

occupying 10,000 square feet or less and include many creative firms in the
areas of advertising, design, consulting, architecture and engineering.

As noted in the Retail Market Overview, Back Bay is also the premier high-end
retail location, encompassing Copley Place, the Shops at Prudential Center and
freestanding retail stores located along Boylston and Newbury Streets. It is
also a highly desirable residential area, especially for young urban
professionals.

Copley Place has the benefit of being surrounded by luxury shopping. Located
within Copley Place are such retailers as Neiman Marcus, Tiffany & Company,
Williams-Sonoma, Gucci, and A/X Armani Exchange. Directly across Huntington
Avenue lies the Shops at Prudential Center. The mixed use development includes
office, residential, hotel, retail and garage components. As noted elsewhere in
the report, approximately 150,000 square feet of mall stores were added to the
center in 1993. Anchored by Lord & Taylor and Saks Fifth Avenue, this center is
connected to Copley Place by a pedestrian bridge, and contains other smaller
upscale retailers such as Escada, Yves St. Laurant, Giorgio Armani and Brooks
Brothers, complementing those at Copley Place. Additional upscale retail outlets
and boutiques, including Burberry's, Cartier, Coach, Empono Armani, Escada,
Gianni Versage and Rodier of Paris, are located along Boylston and Newbury
Streets. Additionally, there are over sixty restaurants and over thirty cafes,
coffee houses or desert restaurants located along Newbury and Boylston Streets.

Because of the quality of the environment, the Back Bay is the center of hotel
accommodations. First class hotels such as Copley Plaza, the Ritz Carlton,
Westin, Marriott and Four Seasons are all located in the immediate vicinity.

Regional Access

The transportation system in the area is highly developed with an extensive
local and commuter subway and bus system. The major road arteries that connect
Boston with the suburban areas merge in the Back Bay. The Massachusetts Turnpike
links the Back Bay with the Western Suburbs. The Southeast Expressway
(Interstate 93) provides the Back Bay with a link to the South Shore. Storrow
Drive connecting with Route 93 North, links the North Shore to the Back Bay. The
street system in the Back Bay consists of


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LANDAUER
REAL ESTATE COUNSELORS

both local and arterial streets and limited access highways, as well as light
and heavy rail service which provides easy access to the area and to the
project. The suburbs and airport are equally accessible.


                                                                              42
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REAL ESTATE COUNSELORS

PROPERTY ANALYSIS

Site Data:         

The site is located in the Back Bay section of Boston, Massachusetts. The site
is bordered by Dartmouth Street to the east, Huntington Avenue to the north,
Harcourt Street to the west and Carleton Street to the south. The site is
generally level at grade and irregular in shape. A site plan on the facing page
delineates its boundaries. The site is traversed by the Massachusetts Turnpike
on the north side of the site and by the Amtrak, Conrail and the Boston subway
system on the southern side of the site. The subject's site area is
approximately 9.5 acres. All municipal utilities are available at the site. The
site is improved with a mixed-use development that consists of retail, office,
hotel, residential and parking components which are constructed over the
turnpike and railroad tracks. As mentioned previously in this report, Urban
Investment and Development Co. originally held the leasehold interest in the
air-rights over the site with tenure expiring on December 14, 2077. Urban has
since been acquired by JMB and title to the property is now vested in Copley
Place Associates, a wholly owned subsidiary. All of the ground rent liability
under the air rights lease has effectively been pre-paid by way of a bond issue
which guarantees the ground rent payments.

Improvements Description:

Overview:          

Copley Place is a mixed-use development which was completed in 1984 on 9.5 acres
of land and air rights (above the Boston Extension of the Massachusetts
Turnpike).

The improvements consist of four (six story) connected office towers surrounding
an atrium, with a two-level enclosed mall (anchored by Neiman Marcus) on the
bottom two levels. The development also includes the Marriott and Westin Hotels
at the south and north ends, respectively. The main structure also includes an
830 parking space, enclosed "Central Parking Garage." Adjoining the complex, but
not physically attached, is a 104 unit, subsidized rental apartment building
(Tent City Residences) with below grade parking. Below the residences is the
Dartmouth Street Garage a 698 parking space, two level facility. The main
complex is joined by a pedestrian bridge to the Prudential Center immediately to
the northwest. The Back Bay Station is located across Dartmouth Street to the
east with


                                                                              43
<PAGE>

                                                     Photographs of Copley Place


                               [GRAPHIC OMITTED]


                            Diagram of Copley Place


                               [GRAPHIC OMITTED]


                       View of office component sky lobby
<PAGE>

                                                     Photographs of Copley Place


                               [GRAPHIC OMITTED]


                          View of upper level of mall.


                               [GRAPHIC OMITTED]


                       View of entrance to Sony Theaters.
<PAGE>

                                                     Photographs of Copley Place


                               [GRAPHIC OMITTED]


                         View of mall restaurant area.


                               [GRAPHIC OMITTED]


                 View of center mall atrium from second level.
<PAGE>

                                                     Photographs of Copley Place


                               [GRAPHIC OMITTED]


               View of new stairway at Neiman Marcus end of mall.


                               [GRAPHIC OMITTED]


                          View of vacant retail unit.
<PAGE>

                                                     Photographs of Copley Place


                               [GRAPHIC OMITTED]


                      View of typical office tenant floor.


                               [GRAPHIC OMITTED]


             View of service corridor behind retail tenant spaces.
<PAGE>

                                                     Photographs of Copley Place


                               [GRAPHIC OMITTED]


                           View of freight elevator.


                               [GRAPHIC OMITTED]


                     View of Dartmouth Street garage entry.
<PAGE>

                                                     Photographs of Copley Place


                                [GRAPHIC OMITTED]


                       View of central garage deck repair.


                                [GRAPHIC OMITTED]


                     View of central plant mechanical area.
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

direct pedestrian access to and from the property. Amtrak, Conrail and the
commuter rail (Purple and Orange lines) all stop at the Back Bay Station.

As previously noted, for the purposes of this appraisal, only the office,
retail, Central Garage, and Dartmouth Street Garage components of Copley Place
are being valued. The Hotel and the residential building have been excluded. The
basic distribution and location of space is as follows:

================================================================================
         Component                 Occupied Area         Incl. in Appraisal
================================================================================
    Mall Stores                  260,491 s.f. (GLA)              yes
- --------------------------------------------------------------------------------
    Neiman Marcus                107,922 s.f. (GLA)              yes
- --------------------------------------------------------------------------------
    Total Retail                 368,413 s.f. (GLA)              yes
- --------------------------------------------------------------------------------
    Offices                      845,000 s.f. (NRA)              yes
- --------------------------------------------------------------------------------
    Dartmouth St. Garage            698 spaces                   yes
- --------------------------------------------------------------------------------
    Central Garage                  830 spaces                   yes
================================================================================
    The Westin Hotel                800 rooms                     no
- --------------------------------------------------------------------------------
    Marriott Hotel                 1,147 rooms                    no
- --------------------------------------------------------------------------------
    Tent City Residences            104 units                     no
================================================================================

The main structure (which incorporates the central garage, mall and office
space) is built on foundation piles with precast concrete and steel piles. The
floors are supported by structural steel decking. Walls consist of gypsum block
with exterior foil-backed wallboard. The exterior curtain walls consist of face
brick and glass block. Exterior and interior windows are non-thermal break
aluminum, fixed with tinted insulated thermal glass. The roof consists of gypsum
board roof sheathing on a metal deck with a loosely laid elastomeric membrane
roofing system.

The finishes includes drywall construction, cement plaster and stucco work and
painting and glazed wall coatings. Walls and floors also have ceramic and
travertine tiles. Ceilings consist of acoustical tiling. The skylight is
constructed of glass and aluminum. The office areas are generally finished


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with sheetrock walls, carpeted floors, suspended acoustical tile ceilings with
recessed fluorescent lighting.

The main structure (which incorporates the central garage, mall and office
space) has 24 geared traction elevators (17 in office buildings, 7 in the mall,
1 in Neiman Marcus), 3 hydraulic elevators (1 in the office buildings, 2 in
Neiman Marcus), 1 dumbwaiter (in Neiman Marcus) and 20 escalators (2 in the
office buildings, 14 in the mall and 4 in Neiman Marcus).

Retail:            

As previously noted, the retail space at Copley Place consists of a two-level,
enclosed urban mall containing 260,491 square feet of mall space and a 107,922
square foot Neiman Marcus store. The mall contains over 100 stores together with
restaurants and a 13-screen Sony movie theater.

As illustrated by the plan on the facing page, the mall building is basically
triangular in shape. Internally, at the lower level, the stores are primarily
arranged along a lineal east-west axis, with the Marriott Hotel lobby and the
Huntington Avenue Bridge (to the Prudential Center, Saks and Lord & Taylor) at
the west end, the main building atrium lobby at the center and the Neiman Marcus
store at the east end where escalators also lead down to the Back Bay
Transportation Center entry lobby. At the lower level, there are also two
shorter north-south side courts - one at the east end of the mall extending
north to the Stuart Street pedestrian bridge (providing access to the Westin
Hotel), and the other extending south from the atrium to the Sony multi-screen
movie theater. The corridor from the Huntington Avenue Bridge, through the lower
level of the mall to the Back Bay Transportation center is heavily trafficked,
especially at peak commuting hours. The atrium lobby also contains the elevator
access to the office buildings together with escalators to the upper level of
the mall.

The layout of the upper level is similar with the main east-west corridor
linking the Gap at the west end of the mall to Neiman Marcus at the west end and
a shorter side court extending south from the central atrium area. Unlike the
lower level, however, there is no ingress or egress to the mall at the upper
level. A new stairway is under construction at the Neiman Marcus end of the mall
to provide access to the upper level retail.


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Functionally the mall appears to work reasonably well although the existence of
only one anchor store wouldn't normally be conducive to maximizing shopper
circulation within the mall. As a rule, regional malls rely on at least two
strategically-located anchor stores to stimulate and maximize pedestrian
circulation within the mall. In the case of Copley Place, however, there is only
one department store - Neiman Marcus -which is located at the east end of the
center. At the lower level circulation is encouraged by the location of the
Marriott Hotel and the pedestrian bridge to the Prudential Center at the west
end of the mall, the pedestrian bridge to the Westin Hotel and the escalators to
the Back Bay Transportation Center at the east end of the mall. To some extent,
the 462,000 square foot Prudential Center (anchored by Lord & Taylor and Saks)
also now acts as an anchor.

Most two-level malls also require public ingress and egress points at each level
in order to maximize circulation. At Copley, the primary access and egress to
the center are located at the lower level. These factors go some way to
explaining why, as reported by mall management, the pedestrian flow tends to be
lower on the upper level of the mall than on the lower level. The new stairway
at the Neiman Marcus end of the mall, which was important in finalizing the J.
Crew lease, is expected to go some way towards ameliorating this condition. Also
offsetting these potential functional deficiencies at the center, to some
extent, is the "high-end" nature of many of the mall stores which are unique to
the center and which attract increased pedestrian flow.

Physically, the mall provides an attractive, above-average retail environment
which is consistent with the high-end nature of the tenant mix and its marketing
thrust. Upon inspection, the mall appeared to be in good overall physical
condition.

Office:

The office component consists of approximately 845,000 square feet of leasable
area in four interconnected office towers surrounding a sky-lit atrium. The six
office floors are called the second through seventh floors although are
technically the fourth through ninth floors of the project. The entrance
(Skylobby) to the office elevator banks is located on the third floor and is
accessed via the elevator bank at the center of the retail atrium. Sixteen
elevators serve the office towers.


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The office component consists of four irregularly shaped (hexagonal)
interconnected office towers surrounding a sky-lit atrium. The towers are called
One, Two, Three and Four Copley Place. The atrium is ten-stories high and is
capped with a glass and steel pinnacled roof. There is a three story waterfall
which spills into a granite pool on the ground floor. The third floor (Skylobby)
is the entrance to the office elevator banks. Each tower has its own private
lobby and is served by four elevator cabs. The cabs are finished with rosewood,
brass and marble. The office component consists of approximately 845,000 square
feet of leasable area in seven floors including the Skylobby.

While the office space is of reasonably good Class A design and quality, it
could be viewed as possessing certain functional deficiencies. In particular,
the building could be regarded as functionally inferior to a typical office
building because it does not have a dedicated office lobby on the ground floor.
Pedestrians entering the building have to go through the retail mall in order to
access the office building. In addition the buildings are low-rise in nature and
have extremely large floorplates and consequently lack light, air and views
normally found in freestanding office buildings. The lowest floor of the office
space overlooks the roofing area of the larger mall roof and has extremely
limited views of the street.

On the other hand, the buildings each have a dedicated lobby and the option on
upper floors to provide an interconnected floorplate consisting of all four
towers, or the option to segregate off a single tower, depending on tenant
preferences. Certain tenants, such as Bain have interconnected floors in their
units.

The skylobby and the corresponding office tower lobbies do not appear to have
been renovated since the buildings were constructed in 1984. These areas have a
dated finish in need of upgrading. In conclusion, the office buildings suffer
from functional obsolescence due to the entrance through the mall and low rise
construction. Physically the office buildings suffer from the dated appearance
of the skylobby and its corresponding office building lobbies. Some of this
deterioration could have been overcome had a higher grade of material, such as
granite been used in the lobby areas. The functional detriments, however, appear
to be a result of the property


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being constructed over in-use thruway and railroad trackage. The cost to
accommodate a high rise office tower would have been prohibitive because of the
truss and piling necessary to support high-rise construction.

Central Garage:

The central garage is located beneath the retail and office structure and above
the central plant. A portion of the garage is physically divided and reserved
for the use of the two hotels. The portion of the garage included in the subject
security contains 830 parking spaces and is constructed of reinforced concrete.
Access is available from the office and retail levels by elevator. The garage is
fully sprinklered.

Upon inspection a re-decking project was underway to replace damaged decking.
Construction is expected to be complete by the end of the summer.

Dartmouth Street
Garage:

The Dartmouth Street garage is a two level underground parking garage located
under the Tent City residences. The garage totals 698 spaces and is fully
sprinklered. This garage provides overflow capacity for the central garage
during peak periods of demand.


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Real Estate Taxes: 

The Central Garage, Dartmouth Street garage, retail and office components of
Copley Place, which are the subject of the appraisal, are identified in the City
of Boston tax rolls as follows:

o    Office, Retail, Central Plant and Central Garage 
     Ward 4, Parcel 985-200, Bill 8820

o    Dartmouth Street garage 
     Ward 4, Parcel 00600-020, Bill 045320

Properties in Boston are not reassessed upon sale, but are reassessed every
three years. Properties can also have their assessment adjusted annually if
there is significant market activity. The property is scheduled for a re
assessment next year.

Taxes are based on a July 1 to June 30 fiscal year with payments in August,
November, February and May. The tax rates and assessed values for FY/98 will not
be set until early 1998. Consequently, the August and November payments are
based upon 25% of the total previous fiscal year billing, with the February and
May payments adjusted to make up the difference after the tax liability has been
set.

As of January 1, 1997, the subject property was assessed as follows:

                 -----------------------------------------------
                            Assessments as of 1/1/97
                 -----------------------------------------------
                         Parcel                Assessed Value
                 -----------------------------------------------
                    100 Huntington Ave          $200,083,500
                 -----------------------------------------------
                     128 Dartmouth St.          $ 10,573,200
                 -----------------------------------------------
            
The 1997/98 tax rate is $41.50 per $1,000 of assessed value. The tax rate and
assessments for 100 Huntington Avenue have fluctuated over the past several
years as follows:


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- --------------------------------------------------------------------------------
                         Office, Retail & Central Garage
- --------------------------------------------------------------------------------
          FY Year   Tax Rate Per $1,000 AV    Assessments       Tax
- --------------------------------------------------------------------------------
          1995/96           $42.66            $153,952,000   $6,567,592
- --------------------------------------------------------------------------------
          1996/97           $42.59            $179,214,500   $7,632,746
- --------------------------------------------------------------------------------
          1997/98           $41.50            $200,083,500   $8,303,465
- --------------------------------------------------------------------------------

                          Dartmouth Street Garage
- --------------------------------------------------------------------------------
          FY Year   Tax Rate Per $1,000 AV    Assessments       Tax
- --------------------------------------------------------------------------------
          1995/96           $42.66            $  9,765,700   $  416,605
- --------------------------------------------------------------------------------
          1996/97           $42.59            $ 10,169,700   $  433,128
- --------------------------------------------------------------------------------
          1997/98           $41.50            $ 10,573,200   $  438,788
- --------------------------------------------------------------------------------

This results in estimated fiscal 1997/98 tax of $8,742,253. The taxes are
allocated between the office, retail, and central garage at roughly the
following percentages:

                ------------------------------------------------
                  Component                     Percentage
                ------------------------------------------------
                  Office                           62.5%
                ------------------------------------------------
                  Retail                           24.4%
                ------------------------------------------------
                  Copley Garage                    10.8%
                ------------------------------------------------
                  Dartmouth Garage           Separate tax bill
                ------------------------------------------------

The Dartmouth Street garage is taxed separately requiring no allocation for real
estate taxes.

Zoning:

According to representatives of the Boston Redevelop Authority ("BRA"), Copley
Place was legally approved under a specified development agreement. The original
building plans were approved as the specified development agreement. Landauer
was not provided with the original plans/specified development agreement and has
not been able to verify that the existing improvements are in accordance with
the provisions. However, it was represented to us by the BRA that the
improvements are in accordance with the provisions. Copley Place is built over
the Massachusetts Turnpike. The State leased the air rights over the Turnpike to
the developers, Urban Investment & Development. Since the agreement was between
the State and a developer, Copley Place is exempted from local zoning
regulations.


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Density/use was agreed upon by the State authorities and the developer and
reviewed/approved by the Boston Redevelopment Authority. The only allowable use
is the specified development which appears to have been built in accordance with
the provisions.

Highest and Best Use:

Overview:          

The Dictionary of Real Estate Appraisals, published by the American Institute of
Real Estate Appraisers, (now the Appraisal Institute) copyright 1989, defines
Highest and Best Use on page 149, as follows:

The reasonable probable and legal use of vacant land or an improved property,
which is physically possible, appropriately supported, financially feasible, and
that results in the highest value. The four criteria the highest and best use
must meet are legal permissibility, physical possibility, financial feasibility,
and maximum profitability.

The following tests must be passed in determining highest and best use:

1.   The use must be legal:

2.   The use must be probable, not speculative or conjectural;

3.   There must be a demand for such use;

4.   The use must be profitable;

5.   The use must be such as to return to land the highest net return; and

6.   The use must be such as to deliver the return for the longest period of
     time.

Implied within this definition is the recognition of the contribution of that
specific use to community environment or to community development goals in
addition to wealth maximization of individual property owners. Also implied is
that the determination of highest and best use results from the appraiser's
judgment and analytical skill, i.e., that the use determined from analysis
represents an opinion, not a fact to be found. In appraisal practice, the
concept of highest and best use presents the premise upon which value is based.
In the context of most probable selling price (market value), another
appropriate term to reflect Highest and Best Use would be most probable. In the
context of investment value, an alternative term would be "most profitable use."


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This definition implies legal use; hence, existing zoning or other legal
constraints must be considered. Property uses that are within the realm of
possibilities, but are highly speculative in nature or otherwise improbable, are
excluded from consideration.

In estimating highest and best use, there are four stages of analysis:

1.   Physically possible. What uses are permitted based on the site's size,
     shape, area, terrain, soil conditions, topography and access to utilities?

2.   Legally permissible. What uses are permitted by zoning and deed
     restrictions on the site in question?

3.   Financially feasible. Which possible uses will produce a net return to the
     owner of the site?

4.   Maximally productive. Among the feasible uses, which use will produce the
     highest net return or the highest present worth?

The highest and best use of the land as if vacant and available for development
may be different from highest and best use of the improved property. This is
true when the improvements are not an appropriate use, but make a contribution
to the total property value in excess of the value of the site. Based upon the
analysis of the current market, we have reached the following opinions and
conclusions.

Land as if vacant:

Physically Possible: The entire site encompasses an area of approximately 9.5
acres. It is irregularly shaped, with sufficient length and width to permit any
development. The site is traversed by the Massachusetts Turnpike on the north
side of the site and by the Amtrak, Conrail and the Boston subway system on the
southern side of the site. These unusual deficiencies could hinder certain
development scenarios. All types of improvements suitably scaled to the site are
physically possible.

Legally Permissible: According to representatives of the Boston Redevelopment
Authority density/use of the site was agreed upon by the State authorities and
the developer and reviewed/approved by the BRA. The special development
agreement permits the existing mixed-use development incorporating retail,
office, hotel, residential and parking. The special


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development agreement of the site is considered a negotiated process. The
allowable, legally permissible development of the site is considered the
specified mixed use development agreement.

Financially Feasible: Under the current zoning regulations financially feasible
uses of the site normally would include the specified mixed use development
scenario. However, given the current rents and construction costs, it is
unlikely that any new construction would be financially feasible at the present
time.

Maximally Productive: Under the current zoning regulations the maximally
productive use of the site normally would be considered to be the specified
mixed use development scenario. However, given current rent levels, it is
unlikely that new construction would be financially feasible/maximally
productive at the present time.

Land As Improved:

As previously stated, the allowable, legally permissible mixed use development
is considered a specified development scenario. Accordingly the financially
feasible and maximally productive use of the property as currently improved is
considered to be the existing improvements. Given the current market conditions,
it is unlikely that new construction would be financially feasible/maximally
productive.

Conclusion

Since the zoning is controlled by a specific declaration which specifies the
existing mixed use development, Landauer concludes that the highest and best use
assuming a vacant site, and as improved, is the existing mixed use development.


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VALUATION

Introduction:      

There are three traditional approaches to value, the income approach, the sales
comparison approach and the cost approach. The applicability of each depends on
the characteristics of the subject property.

Major investment-grade properties such as Copley Place, typically possess highly
detailed and complex physical, legal, locational and economic characteristics.
The primary valuation approach employed by buyers and sellers of such properties
is the income approach. This approach converts the anticipated future benefits
of ownership to an expression of present value. Typically the discounted cash
flow analysis technique is employed. This technique first projects the
anticipated cash flows for the property over a holding period (normally ten
years). The projected cash flows and net residual value are then discounted at a
market-oriented discount rate, to an expression of present value.

The sales comparison approach involves a comparison of the subject property with
similar properties that have sold, in order to derive an estimate of market
value. It is also based on the theory of substitution, and implies that a
prudent investor would not pay more to buy a property than it would cost to buy
an equally desirable substitute property. Large multi-tenanted, investment grade
properties typically possess highly detailed and complex physical, financial
legal, locational and economic characteristics. Accurate and reliable
comparative analysis of market transactions is often impaired by the absence of
all or significant amounts of such data. In the case of the subject property
this includes the absence of investment grade sales of leasehold interests in
mixed-use projects with similarly complex financial structures. At best, such
analyses of transactions which are available, provide only broad indications of
such things as prices per square foot, first year returns and general cash flow
assumptions, as support for the income approach to value. While such information
is utilized by buyers and sellers of such properties, the approach is not
employed as a method of accurately estimating the market value. Additionally,
even for properties where the approach is suitable, its reliability is dependent
on there being a sufficiently adequate body of comparable transaction data.
Urban mixed use developments are comparatively uncommon and recent sales of
leasehold interests in such properties even more so. The absence of recent
comparable transactions in the Washington-


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New York-Boston corridor, renders the approach of marginal value and it has
consequently not been employed in the valuation of the Subject property. Recent
transactions of major retail properties such as regional shopping centers and
local freestanding office buildings have been reviewed, however, to provide an
indication of investor attitudes and requirements, albeit for a superior and
more favored property type.

In the Cost Approach, the estimated land value is added to the estimated
replacement cost of the improvements, minus the estimated depreciation from all
sources. The approach is best suited to special use properties and is not very
well suited to leasehold interests in complex, mixed-use, income-producing
properties such as Copley Place. It is not typically employed by investors
although values and sales prices are often related to estimated replacement
cost, particularly during a downturn in the market. The cost approach has not,
consequently been employed in the valuation of Copley Place.

Methodology

The computer software PRO-JECT has been used to project the income and expenses
for the various components of Copley Place over a fifteen-year period,
commencing July 1, 1997. The program incorporates existing lease terms and
permits the entry of assumptions regarding present and future market rents,
lease terms and operating expenses. Expense recoveries are calculated in
accordance with individual lease terms. Upon expiration, new leases are based
upon projected market rents and expense escalation bases for office tenants are
reset to zero. Unless specifically known at the present time, future renewal
probability is based upon a weighted average vacate/release ratio. Where leases
contain either renewal or expansion options and, where these are deemed to be
favorable to the tenant, the option terms have been reflected in the projection.
The discounted cash flow analyses are based upon the cash flows for Years 1-10
together with the projected net residual value at the end of Year 10. The
residual values are based upon the projected NOI's for Year 11. Years 12 though
15 were projected in order to view the cash flows in the years immediately
following the residual calculations.


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Income Approach:

As previously noted, the Income Approach to value relates the anticipated income
from a property to its value to an investor. It measures the amount an investor
can reasonably pay for the property and receive an appropriate return on that
investment as compared to alternative investment opportunities. This involves
the projection of revenue and expenses over an anticipated holding period with
the resulting cash flows discounted to a present indication of market value. In
this analysis, value is equated to the present worth of anticipated cash flows
plus the present worth of the future resale (reversionary) value assumed to be
realized at the end of a projected holding period.

The process employed to value Copley Place involved a thorough analysis and
understanding of the complex proportionate shares of each income and expense
item. Retail, Office, Garage, Hotel contributions and central plant income and
expenses are allocated at differing rates to the various components for recovery
purposes.

The market places great emphasis on income in place. Some investors have
considered purchases through capitalization of income in place. However, a
sophistcated investor would want to consider the cash flow characteristics over
a reasonable holding/investment period. We therefore believe that a reliable
method for measuring the investment potential of a mixed use development is the
discounted cash flow technique (DCF) which provides a model of the income
generated by the property components over a given holding period. Given the
modeling complexity of the various components of Copley Place this approach is
judged the only reliable technique for estimating value. The discounted cash
flow technique converts projected cash flow, including the reversionary value
(property resale at the termination of the investment term) into a net present
value utilizing a discount rate.

Copley Place is a mixed-use development which was completed in 1984 and consists
of retail, office, hotel, residential and parking components on 9.5 acres of
land and air rights. For the purposes of this appraisal we are valuing only the
retail, office, Central Garage, Dartmouth Street Garage components together with
the hotel common area and central plant income and expenses. In order to value
the leasehold interest of portions of Copley Place Landauer utilized three
different cash flow projections;


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1)   An office cash flow projection,

2)   A retail cash flow projection, and

3)   A garage/hotel projection.

The office cash flow projection includes revenues and expenses for the office
buildings. The garage/hotel projection includes the Central and Dartmouth Street
garage income and expenses, and the common area and central plant contributions
from the hotels. The retail cash flow projection includes revenues and expenses
for the mall stores and Neiman Marcus.

Operating statements for calendar years 1994-1996 have been reviewed together
with budget projections for calendar year 1997. This information, along with
other market data, provides the basis for the cash flow projections. The three
cash flow projections are discounted separately with rates appropriate for the
relative property types, as supported by a review of market transactions.


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Cash Flow Assumptions -- Office Portion

Introduction:

As previously noted, the office cash flow projection utilizes the computer
software PRO-JECT. Which incorporates basic lease data and permits the entry of
basic assumptions concerning future revenues and selected expenses.

Cash Flow Term:

11 years from July 1, 1997

Inflation Rate:

The projection utilizes an annual inflation assumption of 4%.

Standard Lease:

The standard office lease calls for five to ten-year lease terms. Ten year
leases are typically written with rent steps during the course of the lease. As
illustrated in the following table, however, most of the recent leasing has been
for terms approximating 5 years:

- --------------------------------------------------------------------------------
Tenant               Lease Sq. Ft.   Begins        Ends         Term     Average
- --------------------------------------------------------------------------------
Personnel Decision       5,413      01-Jan-96   3l-Dec-2001      6
- --------------------------------------------------------------------------------
Advantis                10,026      01-Feb-96   31-Jan-2000      4
- --------------------------------------------------------------------------------
Willis Corron           26,578      01-Apr-96   31-Mar-2006     10
- --------------------------------------------------------------------------------
RMV                    132,359      01-Aug-96   31-Jul-2001      5
- --------------------------------------------------------------------------------
Colpits                    420      01-Nov-96   31-Oct-97        1
- --------------------------------------------------------------------------------
Blair Television         3,123      01-Dec-96   30-Nov-2001      5
- --------------------------------------------------------------------------------
Global Knowledge        23,502      01-Jan-97   31-May-98        1
- --------------------------------------------------------------------------------
Oxigene                  1,946      01-May-97   30-Apr-2002      5
- --------------------------------------------------------------------------------
Greater Boston CB       10,852      01-Aug-97   31-Jul-2002      5
- --------------------------------------------------------------------------------
Sun                     64,237      01-Oct-97   30-Sep-2004      7
- --------------------------------------------------------------------------------
Miller Comm. Expsn       6,528      01-Dec-97   30-Nov-2002      5           5
- --------------------------------------------------------------------------------
                                  
Based upon recent leasing activity, all lease-up and speculative renewals are
assumed to be for 5 year lease terms. The standard lease also includes
escalations based upon a pro-rata share of real estate taxes and operating
expenses over an expense stop, together with a work letter. The base year
expense stops are typically the year of occupancy and work letters approximate
$30.00 per square foot.

Rentable Area:

According to the information provided to Landauer, the office portion currently
contains a net rentable area of 845,000 square feet.


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Occupancy:

Approximately 15% of the office space is currently vacant. Leases have been
signed for an additional 110,271 square feet which will bring the vacancy level
to a nominal 3% by year end. Only 47,087 square feet is vacant and unleased, and
there is reported to be strong interest in this space.

Due to the accelerated time frame for this assignment, the leasing personal at
Copley Place were unavailable for interview during the course of our analyses.
Our understanding of the current leasing situation, therefore, is based upon the
most recent rent roll, discussions with the managing agent and a property
inspection.

Expiration Analysis:

The following chart details the timing of lease expirations. Currently vacant
space has also been included. Lease expiration exposure is reasonably well
balanced over the course of the projection:

             -------------------------------------------------------------
                         Year                      
               ----------------------
               Cash Flow       Fiscal        Square Feet       % of NRA
             -------------------------------------------------------------
                   1            1998            46,226             5%
             -------------------------------------------------------------
                   2            1999            35,271             7%
             -------------------------------------------------------------
                   3            2000           129,263            15%
             -------------------------------------------------------------
                   4            2001            32,630             4%
             -------------------------------------------------------------
                   5            2002           161,106            19%
             -------------------------------------------------------------
                   6            2003           149,178            18%
             -------------------------------------------------------------
                   7            2004           100,551            12%
             -------------------------------------------------------------
                   8            2005           345,513            41%
             -------------------------------------------------------------
                   9            2006            83,175            10%
             -------------------------------------------------------------
                  10            2007           154,532            18%
             -------------------------------------------------------------
                                                        
Fiscal year 2005 is subject to the greatest exposure, 41 %, however portions of
this space are rollovers for speculative lease ups and renewals.

In consideration of the market emphasis on income in place versus a speculative
lease-up, we have assumed a measured lease-up of the vacant office space at
Copley Place. We have assumed that the building will reach stabilized occupancy
by January 1998.

Lease-up Timing:

In consideration of the market emphasis on income in place versus a speculative
lease-up, we have assumed a measured lease-up of the vacant office space at
Copley Place. We have assumed that the building will reach


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stabilized occupancy by January 1998. We project the lease-up of the currently
vacant space as follows:

                         Date        SF Leased            Term
                    ---------------------------------------------
                       11/1/97        25,186               5
                    ---------------------------------------------
                        1/1/98         8,384               5
                    ---------------------------------------------
                        1/1/98         1,986               5
                    ---------------------------------------------
                        3/1/98         8,724               5
                    ---------------------------------------------
                        3/1/98           758               5
                    ---------------------------------------------
                        6/1/98         1,377               5
                    ---------------------------------------------
                        9/1/98           772               5
                    ---------------------------------------------

Lease Periods:

All new and renewal leases are assumed to run for a period of five years.

Rent Steps:

No rent steps are assumed on 5 year leases.

Lease Renewal:

Renewal probability is projected at 67% and the probability of nonrenewal is
33%. This factor is applied to speculative downtime between leases as well as
leasing commissions and tenant alterations.

Market Rents:

Those seeking to buy Copley Place would most likely estimate future office rents
based both on rents recently agreed to by office tenants at Copley Place and on
rents in buildings competitive to the subject. We have collected comparable
office rents from buildings competitive to the subject and reviewed the recent
performance of the subject. The best indication of market rent logically lies
with the recent leasing at the subject. This activity will, therefore, be
afforded the greatest weight in estimating the market rent.

The office rent comparable chart on the facing page shows 1995, 1996 and 1997
leases from buildings located in the subject's general area, as well as recent
leases in the subject. The spaces surveyed range in size from under 420 square
feet to 153,000 square feet with five-to-ten-year lease terms. The signed base
rents range from $17.00 per square foot to $32.69 per square foot. The
comparable leases have real estate tax escalations over a tax year base amount
escalations. The comparables all also have some variation of a direct operating
escalation or net operating escalations. Electricity is generally not included
in the base rent. The comparable have workletters ranging from $27.50 to $40,00
per square foot. No evidence of free rent was uncovered in the tightening
market.


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The comparable rent chart delineates the parameters of the office rental market
in buildings generally competitive with the subject. The ranges derived from the
market comparables are useful in bracketing and supporting the recent rental
activity in the subject which an average rental of approximately $30.00 per
square foot.

                               [GRAPHIC OMITTED]

Given the fact that the subject property is an older 1984 building, which has
inferior views and is not a dedicated office building, the office component of
the subject is generally considered inferior to the high rise comparables.
Copley Place does enjoy significant advantages over the smaller buildings
located in Back Bay, notably the amenity package that comes from its location in
a mixed use facility. Reviewing the leases and affording the greatest weight to
the leasing at Copley Place, an average market rent of $30.00 with a $30.00 work
allowance has been projected for the office space at Copley Place. In addition,
and based upon leasing at the subject, a market rent of $17.00 per square foot
is projected for the small lobby level service/travel space. The market rents
are projected to increase at an average annual rate of 4% per annum over the
course of the projection.

After the initial terms, upon rollover or renewal, all space is assumed to be
released at the, then, market rate. Electric charges are in addition to the
above market rents.

Escalations:

Standard lease terms generally provide for reimbursement to the landlord for
increases in real estate taxes over a base year, with each tenant paying its
allocated share based on square footage occupied. Operating escalation
provisions are generally also based on pro rata increases in operating expenses
over a base year. In practice, the real estate taxes and operating expenses are
pooled for recovery purposes. Current contractual arrangements are assumed


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to remain in effect until expiration and are collected accordingly based on an
inflation factor of 4% per annum. Upon renewal or releasing, escalations are
reset to zero, and a new base year is established for real estate taxes.

Extended Hours:

Expenses for the common facilities in the building and tenant spaces are
included in our estimate of utilities expense. Electric income includes overtime
HVAC and certain tenant electric charges. This income source has generated the
following revenue over the past several years.

- --------------------------------------------------------------------------------
                           Actual 94      Actual 95      Actual 96     Budget 97
- --------------------------------------------------------------------------------
Extended Hours              $185,647       $116,122       $229,702       $99,996
- --------------------------------------------------------------------------------

Based on the 1997 budgeted income and expenses, this item is projected at
$99,996, increasing at 4% annually thereafter.

Landlord Utilities:

Income reimbursements for landlord utility expenses associated with the common
areas of the facility. Historically this item has fluctuated as follows:

- --------------------------------------------------------------------------------
                           Actual 94      Actual 95      Actual 96     Budget 97
- --------------------------------------------------------------------------------
Direct LLU                   262,533        337,219        561,376       322,664
- --------------------------------------------------------------------------------

Based on the historical trends and the budgeted 1997 income and expenses,
electric income is projected to be $322,664, increasing at 4% annually
thereafter.

Miscellaneous R.E. Tax Contribution:

The bulk of the real estate costs are recovered through the main operating
escalation. In addition, miscellaneous recoveries have been as follows:

- --------------------------------------------------------------------------------
                           Actual 94      Actual 95      Actual 96     Budget 97
- --------------------------------------------------------------------------------
Real Estate Contribution       0            21,775            0          86,680
- --------------------------------------------------------------------------------

The recovery is estimated at $86,680 for 1997 growing at 4 percent per annum.

Vacancy/Credit Loss:

A 5.0% contingency provision is applied against total revenues in each year as
an allowance for collection loss and income fluctuation.


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Rollover Vacancy:

A six-month down-time period to fill spaces vacated by previous tenants has been
projected. Based upon a 67% renewal probability, this results in an average
vacancy of two months for all speculative lease renewals.

Operating Expenses:

Operating expenses for the property are based upon the historical and budgeted
operating expenses for the center. Detailed operating expenses were provided by
Urban Retail Properties, Co. for the mixed-use complex as a whole. Many of the
expenses particularly common area and central plant related items are allocated
between the various property components (office, retail, hotel, garage etc.),
depending on use. The complex allocations are based on specific formulas and
vary from item to item. The detailed expenses and allocations were analyzed in
depth by Landauer prior to utilization in the projections. Details of the real
estate tax allocations were itemized in an earlier section of the report. Having
regard to the data reviewed and Landauer's knowledge of industrywide trends, the
budgets and allocations appear to be generally reasonable and have, therefore,
been adopted for the purposes of the cash flow projection. The allocated
operating expenses for the office portion of the property from 1994 through
Budget 1997, are as follows:

- --------------------------------------------------------------------------------
 Operating Expenses           Actual 94    Actual 95    Actual 96     Budget 97
- --------------------------------------------------------------------------------
Real Estate Taxes             5,049,813    3,081,916     5,107,917     5,311,704
- --------------------------------------------------------------------------------
Insurance                       169,402      176,389       173,334       186,948
- --------------------------------------------------------------------------------
General Operating             1,091,749    1,069,675     1,413,473     1,647,456
- --------------------------------------------------------------------------------
Central Plant & CAM           3,480,505    3,453,449     3,725,335     3,710,445
- --------------------------------------------------------------------------------
Management                            0            0         1,176       557,880
- --------------------------------------------------------------------------------
TOTAL EXPENSES                9,791,469    7,781,429    10,421,235    11,414,433
- --------------------------------------------------------------------------------

Real Estate Taxes:

See Real Estate Tax section.

Leasing
Commissions:

Leasing commissions for the office tenancies are assumed to be a set dollar
amount per square foot. The leasing history of Copley Place support the
following schedule of leasing commissions.

                       --------------------------------
                          Lease Type          5 Year
                       --------------------------------
                          New                 $6.50
                       --------------------------------
                          Renew               $4.00
                       --------------------------------
                          Weighted Average    $4.83
                       --------------------------------


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Tenant Work
Allowance:

Based upon the estimated market lease terms, the tenant work allowance for new
5-year office tenants is projected at $30.00 per square foot, with a $6.00 per
square foot workletter for renewal tenants. A weighted average of $13.92 per
square foot has been applied to expiring leases under the assumption of a 67%
renewal probability. The tenant work allowances is projected to increase 4
percent per annum.

                       --------------------------------
                          Lease Type           5 Year
                       --------------------------------
                             New               $30.00
                       --------------------------------
                            Renew              $ 6.00
                       --------------------------------
                       Weighted Average        $13.92
                       --------------------------------

Free Rent:

No free rent is projected for new leases; our research did not find free rent to
be a factor in the current market.

Capital Reserve:

A capital reserve allowance of $0.25 per square foot in 1997, increasing at 4%
percent per annum, has been projected.

Office Cash
Flow Projection:

The resultant 11-year cash flow projection is summarized on the facing page. The
average annual increases for the major cash flow components are as follows:

                      Minimum Rentals               4.7%  
                      Effective Gross Income        4.2%  
                      Expenses                      4.0%  
                      Net Operating Income          4.5%  
                      Net Cash Flow                 7.0%  
                                                    

The projection of income and expenses for the office portion of Copley Place
results in a supportable and market oriented projection. Income and expenses
compare well with the historic operations of the property and future increases
are supported by market parameters.


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Cash Flow Assumptions: Garages and Hotel Contribution

Introduction:

The income and expenses attributable to the garages and the hotel components
have been modeled from an analysis of historic and projected operations. All
financial information was provided by Urban Retail Properties, Co.

Cash Flow Term:

11 years from July 1, 1997.

General Inflation
Assumption:

Unless otherwise indicated, the projection utilizes an annual inflation
assumption of 4% for revenue and expenses.

Garage Income:

The garage income is attributed to the Central garage and the Dartmouth Street
Garage. Income has been analyzed historically with the greatest weight afforded
to the Budget for 1997. Garage income has fluctuated over the past 3 years as
follows:

- --------------------------------------------------------------------------------
                           Actual 94      Actual 95      Actual 96     Budget 97
- --------------------------------------------------------------------------------
Copley Garage                 n/a         5,643,624      6,411,535     6,509,869
- --------------------------------------------------------------------------------
Dartmouth Garage              n/a         1,803,333      2,045,534     2,424,419
- --------------------------------------------------------------------------------
Total Garage Revenue          n/a         7,446,957      8,457,069     8,934,288
- --------------------------------------------------------------------------------
                    
Part of the fluctuation is attributable to changes in accounting and reporting
systems. The 1997 budgeted revenues have been adopted and projected to increase
at 4% per annum.

Hotel Income:

Based on financial statements provided by Urban Retail Properties, Co., the
projections also include the two hotels' common area maintenance and central
plant contributions. The projected combined amount for 1997 totals $1,767,397.

- --------------------------------------------------------------------------------
                           Actual 94      Actual 95      Actual 96     Budget 97
- --------------------------------------------------------------------------------
Marriott                   1,110,785      1,149,167      1,220,795     1,024,185
- --------------------------------------------------------------------------------
Westin                       787,461        808,031        886,945       743,212
- --------------------------------------------------------------------------------
Total Hotel Revenues       1,896,246      1,957,198      2,107,740     1,767,397
- --------------------------------------------------------------------------------


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This income source has been relatively stable and predictable over the past
several year. The budgeted 1997 total income has therefore been adopted and is
projected to increase at 4% per annum..

Operating Expenses:

Operating expenses, including real estate taxes, for the garages and hotel
portions are based upon the historical and budgeted operating expenses for the
center. Detailed operating expenses were provided by Urban Retail Properties,
Co. for the mixed-use complex as a whole. 

Garage Expenses: the cash flow contains expenses for the Copley and Dartmouth
Street Garages. The 1997 garage expense estimates were based upon the historical
garage history of the property and discussions with Urban Retail Properties, Co.
and the parking manager. The total 1997 garage expenses are estimated at
$5,301,093.

- --------------------------------------------------------------------------------
                           Actual 94      Actual 95      Actual 96     Budget 97
- --------------------------------------------------------------------------------
Copley Garage              2,905,725      6,953,893      3,571,814     3,764,902
Dartmouth Garage             984,333      1,157,870      1,441,019     1,536,191
TOTAL EXPENSES             3,890,058      8,111,763      5,012,833     5,301,093

Westin/Marriott Common Area: The projections also include the common area
expenses attributable to the two hotels which are projected to total $208,246
for 1992.

- --------------------------------------------------------------------------------
                           Actual 94      Actual 95      Actual 96     Budget 97
- --------------------------------------------------------------------------------
Marriott                     832,740        805,175        888,635       864,890
- --------------------------------------------------------------------------------
Westin                       576,631        555,443        610,895       599,984
- --------------------------------------------------------------------------------
TOTAL EXPENSES             1,409,371      1,360,618      1,499,530     1,464,874
- --------------------------------------------------------------------------------

Garage/Hotel Cash
Flow Projection

The resultant 11-year cash flow projection is summarized on the facing page. The
average annual increases for the major cash flow components are as follows:

                        Effective Gross Income     4.0% 
                        Expenses                   4.0% 
                        Net Operating Income       4.0% 
                        Cash Flow                  4.0% 
                                                   


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The recent leases in Copley Place have typically been for ten-year terms and
provide for rent steps during the term of the lease. The leases also provide for
reimbursement of real estate taxes, common area expenses, insurance and central
plant. The initial base rents generally range from $30.00 to $100.00 per square
foot of GLA, depending on store size.

Details of several proposed new leases with a high probability of signature were
provided by Urban Retail Properties Company and have been incorporated in the
analysis. Included in this category are proposals for new leases to Swarovski
(926 square feet), The Gap (expanding into an additional 7,318 square feet).
Simply Cigars (a temporary tenant occupying 480 square feet), Confetti Fine
Confections (relocating and contracting from 410 square feet to 240 square
feet), and Helly Hanson (1,560 square feet). In regard to the prospective lease
to Helly Hanson, this assumes the early termination of the lease to Bombay
Company (1,150 square feet), which is scheduled to expire January 31, 1998
according to the lease abstract provided by Urban Retail Properties Company,
along with the relocation of Confetti Fine Confections, currently occupying 410
square feet of space adjacent to Bombay Company.

Lease Expirations are summarized schedule is set forth below, a detailed lease
expiration in the Addenda.

- --------------------------------------------------------------------------------
        Fiscal Year       Expiring s.f.         % of NRA       Cumulative
- --------------------------------------------------------------------------------
           1998              16,175                4.4%            4.4%
- --------------------------------------------------------------------------------
           1999              19,793                5.4%            9.8%
- --------------------------------------------------------------------------------
           2000              43,064               11.7%           21.5%
- --------------------------------------------------------------------------------
           2001              12,007                3.3%           24.7%
- --------------------------------------------------------------------------------
           2002              11,265                3.1%           27.8%
- --------------------------------------------------------------------------------
           2003              19,700                5.3%           33.1%
- --------------------------------------------------------------------------------
           2004              27,060                7.3%           40.5%
- --------------------------------------------------------------------------------
           2005              47,310               12.8%           53.3%
- --------------------------------------------------------------------------------
           2006              23,869                6.5%           59.8%
- --------------------------------------------------------------------------------
           2007              12,691                3.4%           63.2%
- --------------------------------------------------------------------------------
           2008              17,078                4.6%           67.9%
- --------------------------------------------------------------------------------

Minimum Rent:

Market rental estimates for the center were based upon an analysis of the
current rent roll, recent leasing and current lease proposals. The rentals were


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used as the basis for projecting lease terms for the existing vacant units and
also for future rentals for existing leases when they expire. In general terms,
both rentals and sales per square foot tend to decrease as the size of the unit
increases. The existing leases were therefore analyzed by unit size. An exhibit
displaying the our analysis of the recent retail leases at Copley Place appears
in the addenda. As a result of this analysis, the following average market
rentals have been estimated:

              --------------------------------------------
                                              Market Rent         
                  Leased Area (s.f.)         (per sq. ft.)
              --------------------------------------------
                  0 to 499                    $ 100.00
              --------------------------------------------
                  500 to 999                  $  75.00
              --------------------------------------------
                  1,000 to 2,999              $  65.00
              --------------------------------------------
                  3,000 to 4,999              $  50.00
              --------------------------------------------
                  5,000 to 7,999              $  40.00
              --------------------------------------------
                  8,000 to 20,000             $  30.00
              --------------------------------------------
                  Theater                     $  25.00
              --------------------------------------------
                  Anchor                      $  13.50
              --------------------------------------------
                  Storage                     $  35.00
              --------------------------------------------
                  Exterior                    $  15.00
              --------------------------------------------

Given the attributes of the Subject property relative to the freestanding stores
on Boylston and Newbury Streets, the rentals are generally supported by the
$42-$68 per square foot comparable range noted in an earlier section of the
report. Direct comparisons, however, are not always too easy to make. On the one
hand, Copley Place is an enclosed mall with potentially greater drawing power
which results in higher sales volumes and rentals per square foot. On the other
hand, the occupancy costs (operating expenses, real estate taxes etc.) for such
centers are usually significantly higher than for freestanding stores which, in
turn, reduces the potential rentals. On balance, the best evidence for the
subject property is provided by the leasing activity within the center itself.

Reflecting current general economic conditions and the current outlook for
retail sales, the estimated market rentals are projected to increase by 4.0% per
annum. The resultant rentals are utilized for all existing leases, by size
category, following their expiration.


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As a further test of reasonableness for the rent/sales projections, we have
analyzed the occupancy costs associated with the leases at Copley Place. As a
general rule, total occupancy costs (base rent, percentage rent and expense
recoveries) cease to be viable when they exceed approximately 15% of sales. For
the duration of the cash flow projection, the total gross income from mall
tenants (excluding Neiman Marcus and Sony Theaters) falls into the 11.8%-12.4%
range. These ratios are based upon contract rather than market rentals and the
ratio would be closer to the 15% level if all of the leases were at market
instead. Under the circumstances, the projected market rentals and sales appear
to be sufficient to enable the mall to operate viably.

Vacant Units:

Most of the vacant space is being held in connection with the proposed new deals
previously mentioned. In addition, two stores containing 1,532 and 528 square
feet, respectively, are currently vacant, representing approximately 0.8% of the
mall gross leasable area. All vacant space is assumed to lease up during fiscal
1998.

Lease Rollovers:

It is assumed that 70% of tenants will renew following lease expirations and
that 30% will vacate. Future leases are assumed to be for 10-year terms with a
10% increase in the minimum rental at the end of the third year and a further
10% at the end of the sixth year. This is supported by the recent leases at the
subject, an analysis of which appears in the addenda. Of the thirty three recent
leases, the majority incorporate rent steps with an average step of 10.05%. Of
the leases which incorporate steps, the overwhelming majority contain two steps,
the first after three years and the second after six years. One lease, Williams
Sonoma, contains annual CPI increase. Two month's weighted average down time is
assumed between all leases.

Percentage Rent:

Percentage rent is typically earned when tenant sales exceed a specified
breakpoint. Sales have been projected on a tenant by tenant basis, based upon
the sales performance to date. The most recent sales provided by the owner were
for the twelve months ending 5/30/97; however, not all tenants had reported
their May 1997 totals. For the 1996 calendar year, sales for mall tenants who
have been in occupancy since January 1, 1996 averaged approximately $590 per
square foot (excluding Neiman Marcus and Sony Theatres). For mall tenants who
have been in occupancy since January 1, 1995, sales for Calendar 1996
approximated $579 per square foot, an increase


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of approximately 5.5% over that of Calendar 1995 when sales averaged
approximately $549 per square foot. Given the current trends in retail sales,
individual tenant sales projected to increase by 4% per annum throughout the
projection period.

Expense Recoveries:

As previously noted, the standard lease form requires most tenants to contribute
a pro rata share of real estate taxes, common area maintenance, central plant
and insurance. One tenant (Legal Sea Food) pays a fixed contribution, covering
all expenses, which is projected to increase at the assumed inflation rate.
Additional fixed contributions (increasing annually) are received from Neiman
Marcus for real estate taxes, common area maintenance and insurance.

Vacancy and
Credit Loss:

As previously noted, an average one month downtime has been provided between
leases. In addition, a vacancy and credit loss of 3% has been applied against
potential gross income, excluding Neiman Marcus and Sony Theatres contributions.

Operating Expenses:

Operating expenses for the property are based upon the historical and budgeted
operating expenses for the center. Detailed operating expenses were provided by
Urban Retail Properties Company for the mixed-use complex as a whole. Many of
the expenses - particularly common area and central plant related items - are
allocated between the various property components (office, retail, hotel, garage
etc.), depending on use. The complex allocations are based on specific formulas
and vary from item to item. The detailed expenses and allocations were analyzed
in depth by Landauer prior to utilization in the projections. Details of the
real estate tax allocations were itemized in an earlier section of the report.
Having regard to the data reviewed and Landauer's knowledge of industrywide
trends, the budgets and allocations appear to be reasonable and have therefore
been adopted for the purposes of the cash flow projection. The budgeted costs
for the 1997 calendar year for the retail component of the property are listed
below.


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- --------------------------------------------------------------------------------
                   Item                            Total             psf   
- --------------------------------------------------------------------------------
      Direct Expenses:
       Real Estate Taxes                         $2,075,428        $ 5.63
       Insurance                                     84,972          0.23
       Management Fee                               753,564          2.05
      Re-allocated Expenses:
       Central Plant                              1,582,019          4.29
       Common Area Maintenance (CAM)
         Exterior                                   158,866          0.43
         Truck Dock                                 152,525          0.41
         Security                                   802,850          2.18
         Mall & Entry                             1,951,609          5.30
         Huntington Street Bridge                   176,673          0.48
         Stuart Bridge                               66,968          0.18
         Railroad Station & Turnpike                 58,990          0.16
                                                 ----------        ------
       Total CAM                                  3,368,482          9.14
       G&A - General                                  6,026          0.02
       G&A - Operations                             148,984          0.40
       Marketing                                    888,336          2.41
- --------------------------------------------------------------------------------
      Total Expenses                             $8,977,482        $24.37
- --------------------------------------------------------------------------------

Most of the expenses, with the exception of management and the general &
administrative expense categories are recoverable from the tenants. CAM
recoveries also incorporate a 15% administrative surcharge. With the exception
of the basic management fee, which is based upon 3% of minimum and percentage
rents, the expenses are projected to increase at 4% per annum. The only
exception is the "Recaptures" category which consists of percentage rent offsets
for a handful of tenants which are assumed to terminate when the existing leases
expire.

Capital Expenses:

A reserve fund of $0.25 per square foot or $92,103 for the 1997 calendar year
has been allocated for replacement of short lived items, and is anticipated to
increase at 4% per annum.

Retail Cash Flow
Projection:

The resultant 11-year cash flow projection is summarized on the facing page. The
average annual increases for the major cash flow components are as follows:

                    Minimum Rentals                 4.9%   
                    Effective Gross Income          4.6%   
                    Expenses                        4.1%   
                    Net Operating Income            5.0%   
                    Cash Flow                       4.9%   


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Real Estate Investment
Market Overview

According to the Second Quarter 1997 Korpacz Real Estate Investor Survey, the
national real estate market has stabilized and, for the most part, price
increases are slowing. Sellers are encountering cap rate resistance among
buyers. While suburban office prices are beginning to level out, the CBD office
market is warming up and is likely to become a very active transaction market in
the coming months. At the same time, regional malls are back in play and
institutional investors want `A" malls, even though cap rates are under 8%.
Neighborhood centers are the most popular retail type. Most investors are still
interested in industrial warehouse/distribution facilities but there may be hard
times ahead in the apartment market where overbuilding is beginning to have an
effect.

A noteworthy trend is the powerful impact REITs are having on the market. A
recent study by Koll reported the following:

      The Koll Real Estate Index indicates that real estate investment trusts
      handled a large share of major commercial real estate deals during the
      first quarter of 1997. While 45.1 percent of the biggest transactions were
      conducted by REITs, only 20.7 percent of the deals were handled by
      individual investors and small investment partnerships, and only 15.1
      percent were facilitated by large investors, partnerships, and opportunity
      funds. Most of the deals REITs conducted involved retail and apartment
      properties, in which $108.5 billion, or more than 60 percent of the value
      of all commercial properties so far this year, was involved. REP's
      invested a significant portion of their money ($6.6 billion) in properties
      in the Washington, D. C., metropolitan area. The next-largest sum went
      toward Atlanta-area properties ($6.3 billion), followed by Dallas-Ft.
      Worth properties ($4.4 billion) and Los Angeles properties ($3.8 billion).

      National Mortgage News (07/07/97) Vol. 21. No. 40, P. 30/1

The drive by REIT's to diversify geographically and increase their size, coupled
with the high price of the stock market and readily available financing, are
placing upward pressure on real estate prices.

The valuation of all types of real estate today involves several tests of
reasonableness. Other than Discounted Cash Flow methodologies, great, weight is
placed on cash-on-cash returns, first-and second-year overall rates,


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per unit values, average rates of return, allocation ratios (between cash flow
and reversion) and multiples of gross rent.

Most economists have adopted the view that the United States has entered a
decade of steady economic expansion marked by low interest rates, low
unemployment and minimal inflation. This is an unusual combination which has
spurred appreciation of real estate as an investment vehicle. The likelihood of
this trend continuing is the subject of considerable debate. In the event of a
market correction the lack of new product entering the market should cushion the
real estate market against any large swings in value.

Moving forward, we believe that investors in real estate, CBD office product in
particular, will find their acquisition option increasingly limited. This is due
to the rising prices for good product and the increasing competition among
buyers, most notably the REITs. The specter of new construction is still
somewhat distant and is unlikely to occur before rentals approach $50 per square
foot.

Office Building
Sales Analysis

As previously noted, the Sales Comparison Approach is an imprecise technique for
major income properties in general, and is especially so for leasehold interests
in major mixed use complexes such as Copley Place. Nevertheless, recent
comparable sales have been reviewed in order to provide general support for the
income approach conclusions.

Five office building sales were identified and reviewed for the purposes of this
analysis. It is important to note that, in some respects, the Copley Place
office towers are potentially less attractive than conventional office
buildings. On the one hand, their proximity to the retail space and good
transportation accessibility are positive amenities for office workers. On the
other hand, the lack of a traditional dedicated entranceway and "stand-alone"
identity could limit their appeal to more prestige-oriented tenants. In
addition, the low-rise design of the buildings does not permit the "view"
amenity which can be offered by high-rise office towers.

The five sales are shown on the facing page chart. The sales are all located in
the Boston Metropolitan area (Boston, Cambridge & Wobum) and sold from October
1995 to June 1997. The buildings were built between 1966 and 1987


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had strong occupancy rates at sale The sales range in size from 263,040 rentable
square feet to 929,545 rentable square feet and sold for $109 to $301 per
rentable square foot. First year overall rates range from 9.1 % to 11.3%.

Sale # 1 is of 75-101 Federal Street. A 560,000 square foot 31 story office
tower built in 1988 and a 252,000 square foot art deco building renovated in
1985. The property is located in the financial district. The property was 93
percent occupied at the time of sale (10/95) and sold for $193 per square foot.

Sale # 2 is of 99 Summer Street, a 20 story Class A building which sold for $165
per square foot in September of 1996.

Sale # 3 consists of two buildings located in Cambridge which sold for $171 per
square foot in November 1996. This sale yielded a first year OAR of 11.3%.

Sale # 4 was of Unicorn Park, a 408,683 square foot office complex located in
Woburn. This property sold in December 1996 for $109 per square foot.. The first
year OAR was 9.3%.

Sale #5 is the sale of the State Street Bank Building in June 1997 for $301 per
square foot. The first year OAR was 9.1 %. This Class A building was 100 percent
leased at the time of sale.

The best sale in terms of comparability to the office portion at Copley Place is
number two, 99 Summer Street.

Office Discounted

Cash Flow Analysis 

Two rates are essential components of the discounted cash flow analysis
valuation technique: a discount rate to estimate the present worth of the
anticipated cash flow and a capitalization rate applied to the anticipated sale
or valuation for refinancing purposes at the end of the cash flow analysis
period.

The discount rate is the measure of the rate of investment return which may be
expected by a fair market buyer of a property. The discount rate consists of
three components, which are a) a real rate of return b) compensation for
expected inflation c) compensation for investment risk.


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REAL ESTATE COUNSELORS

In selecting a discount rate to apply to the annual cash flows, we have
considered a variety of factors, the most significant being the internal rate of
return sought by institutional and other major investors for investment-grade
real estate, diversified by property type and location. We have analyzed actual
transactions and studied published surveys of real estate investment criteria.
The real estate transaction data that are available, point to rising cash flow
return expectations both for the short term (capitalization rates) as well as
extended holding periods (internal rates of return). Published investor surveys
such as those provided by Peter F. Korpacz & Associates, Inc., and the Real
Estate Research Corporation also attest to this condition. Peter F. Korpacz
reports that the second quarter 1997 average free and clear internal rate of
return of national office buildings is 11.76% and that the average free and
clear residual capitalization rate is 9.59%. Cash flow returns for the best
properties traditionally offer a risk/reward premium over such benchmarks as
short-term Treasury Bills and long term Treasury Bonds. As real estate market
conditions heat up, the spread will tighten as competition increases.

- --------------------------------------------------------------------------------
                National CBD Office Market - Second Quarter 1997
- --------------------------------------------------------------------------------
     Key Rates                Current Quarter     Last Quarter       Year Ago
- --------------------------------------------------------------------------------
Discount Rate (IRR)
Range                          10.00%-15.00%      10.00%-15.00%    10.00%-15.00%
- --------------------------------------------------------------------------------
Average                            11.76%            11.74%           11.99%
- --------------------------------------------------------------------------------
Residual Cap Rate
Range                           8.25%-12.00%       8.25%-12.00%     8.25%-12.00%
- --------------------------------------------------------------------------------
Average                             9.59%             9.63%            9.67%
- --------------------------------------------------------------------------------
Overall Cap Rate (OAR)
Range                           7.50%-12.00%       7.50%-12.00%     8.00%-12.50%
- --------------------------------------------------------------------------------
Average                             9.28%             9.30%            9.53%
- --------------------------------------------------------------------------------
Source: Kotpacz, Real Estate Investors Survey - 2nd Quarter 1997
- --------------------------------------------------------------------------------

In order to estimate a discount rate to estimate the property's value we
reviewed national and local office building sales. Recent national sales
(9/96-6/97) indicate that expected internal rates of return on substantially
occupied buildings range from 10.5% to 13.5%. Expected first-year overall rates
ranged from 5.2% to 13.0%. Generally, the rates for newer Class A buildings are
more comparable to the subject. The recent local office building sales consist
of dedicated office buildings which are not overly comparable to an office
building constructed over a shopping mall such as the subject.


                                                                              83
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

In general we feel that the selection of appropriate discount and residual rates
for the property is difficult because the available market data are limited and,
when available, are not highly comparable. The limited transaction activity
provides few indicators of investor criteria, and therefore cause our choice of
rates to be less certain. To select appropriate discount and residual rates for
the Copley Place office towers, the following factors were considered:

o     The property is located in the Back Bay market;

o     The property was completed in 1984 and has been well maintained;

o     The property is well occupied with strong tenancies;

o     The property is constructed over a shopping mall;

o     The property benefits from the retail services;

o     The property has minimal vacancy;

o     The Boston economy is thriving;

o     CBD office product is in high demand with investors;

o     No new construction is underway in this tight submarket;

o     Demand for space has out stripped supply in the Back Bay.

Having regard to the physical quality of the improvements, coupled with the
quality of the tenant mix, high occupancy and sales levels, it is considered
that the property possesses good quality investment attributes for its class.
Based upon the review of comparable sales data and the Korpacz investor survey,
a discount rate of 11.0% in conjunction with a residual cap rate of 9.5% (and a
0.5% sales commission rate) is considered to adequately reflect the quantity,
quality and durability of the projected cash flows. Both the discount rate and
the reversionary cap rate lie slightly below the average rates in the Korpacz
survey, reflecting the quality of the subject property, its high occupancy and
modest near-term rollover risk, the current strength of the Boston office market
and the current appeal of both CBD office properties and the Boston market to
institutional investors.

The resultant discounted cash flow analysis is summarized on the facing page and
produces an estimated market value of $122,000,000 or $144 per square foot. The
value lies in the bottom half of the comparable sale price per square foot range
($109 to $301). The price is suppressed to some extent by the below-market
rentals for the DMV lease which occupies approximately 15.6% of the net rentable
area. The value yields an initial overall rate of


                                                                              84
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

8.8% (with a five-year average of 10.43%) below the range of the comparables,
but justified by the strength of the market and the downward pressure being
placed on returns. Approximately 50% of the estimated value is in the cash flows
and 50% in the residual.


                                                                              85
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

Garage & Hotel
Discounted Cash
Flow Analysis:

The garage and hotel contribution income is an integral part of the Copley Place
complex. It consists of (a) the hotels' net contributions to the Common Area and
Central Plant expenses and (b) the net incomes from the Central and Dartmouth
Street Garages. The primary purpose of discounting the cash flows separately was
to enable the retail and office components to be analyzed separately for market
comparison purposes rather than to specifically estimate a separate stand-alone
value for this component of the complex which would probably not be sold
separately. After discounting the cash flows, the garage contribution will be
further isolated in order verify it's reasonableness on a per unit basis
relative to actual market activity. 

In selecting the discount rate to apply to the annual cash flows for the garage
and hotel contribution we have analyzed published surveys of general real estate
investment criteria and market parameters of investor requirements. Market data
suggest decreasing cash flow return expectations both for the short term
(capitalization rates) as well as extended holding periods (internal rates of
return).

In selecting appropriate discount and residual rates for the Copley Place
garages and hotel contribution, the following factors were considered:

o    The rates employed for the retail and office components of the development;

o    The Back Bay location;

o    The physical condition of the properties;

o    The strong operating performance of the properties;

o    The supported provided by the adjacent office, hotel and retail portions of
     the development;

o    The state of the thriving Boston economy;

o    The lack of new garage construction in the market;

o    The strong demand for parking spaces in the Back Bay.

Weighing the garage and hotel contribution's strong operating performance we
consider rates at the lower end of the range of investor expectations (10.0% to
15.0% % discount rates and 7.5% to 12.0% first year overall rates) to be
appropriate for the subject. More specifically, in estimating a value for


                                                                              86
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

the subject property we considered discount rates ranging from 11.0% to 14.0%
and reviewed the resultant overall rates and cash-on-cash rates. We have,
conseqeuently, selected a discount rate of 12% and a residual capitalization
rate of 10% for the valuation of the Copley Place garage and hotel
contributions. These rates have regard to the strong Boston real estate market
and the benefits of the adjacent mixed use development at Copley Place, as well
as the characteristics of the projected cash flows, relative to the
corresponding retail and office cash flows.

The resultant discounted cash flow analysis is summarized on the previous facing
page and produces an indicated value of $46,000,000 for the garage and hotel
contributions to the cash flow projection. The value produces an initial overall
rate of 8.9% (with a five-year average of 9.66%) and a cash flow/residual split
of approximately 60%/40.

Given the high value of these components ($46,000,000) relative to the entire
development, the contribution of the parking component has been isolated further
and analyzed to test for reasonableness relative to market activity.

Garage
Value Allocation

The allocated value for the two parking garages has been estimated by
capitalizing the net operating income attributable to the hotel contribution
then deducting the value from the Parking and Hotel Contribution value
indication. The resulting value for the parking garages was then checked for
reasonableness against the market. The methodology used is summarized on the
facing page.

The implied OAR of 8.92% and the per unit value of $27,814 appear reasonable in
comparison to a recent sale in Boston. The Boston Harbor Garage, a 1,400 space
self park garage located near Faneuil Hall and the Long Wharf Marriott sold in
November 1996 for $55,000,000 or $39,286 per unit. The garage sold for an
implied OAR of 9.5% on projected 1997 revenue. The Boston Harbor Garage is
judged superior to the subjects two garages in terms of location, yet the
subject garages have upside potential tied to the improving performance of
Copley Place. Given the physical and function characteristic of the subject
garages the value indication of $42,500,000 ($27,814 per space) appears
reasonable.


                                                                              87
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

Shopping Center
Sales Analysis

As with the office component, the Sales Comparison Approach is considered to be
an imprecise technique for valuing the retail portion of the subject property.
Similarly, recent sales of Regional Shopping Centers have been reviewed in order
to provide general support for the income approach conclusions.

Investor interest in regional shopping centers has been relatively strong over
the past 18 months, with well over $2 billion invested in this product type.
During this period, this activity was influenced by favorable pricing and by the
availability of capital seeking retail product. Consistent with the prior few
years, the purchasers of regional shopping centers were primarily the retail
REITs and foreign investors.

The market for regional shopping centers continues to be segmented. For the
centers of superior quality, investor interest remains strong. With very little
prime product available for sale, pricing remains competitive. For centers of
lesser quality or location, interest is strong only if the asset is fairly
priced (with an adequate yield rate). These assets have been a favored target in
the recent past for the retail REITs.

Landauer's survey of Regional Shopping Center Transactions appears in the
addenda to this report. Of the sales listed in the survey, we have focused on
the twenty-seven most recent sales, those which have occurred since June of
1995. The majority of these sales were in secondary markets, and none were
located in a city's central business district. Additionally, none were a
component of a mixed-use development and all contain multiple anchors. As such,
these transactions may not be considered to be truly comparable to Copley Place.

Of the twenty-seven regional shopping center transactions included in our survey
that occurred since June of 1995, most were solid performers in secondary
markets. Of the half dozen assets which were of exceptional quality (with sales
ranging from $300 to $633 per sq. ft.), first-year overall returns ranged from
6.1 % to 8.9%. For those assets of lesser quality or location, first-year OARs
mostly ranged from 9.0% to 9.9% (with a few outside this range). During this
period, there were also a number of assets


                                                                              88
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

sold subject to existing ground leases with the first-year OARs ranging from
9.3% to 10.4%.

For many of the assets sold in 1996, very little information has been made
available regarding the internal rate of return (IRR) or residual capitalization
rates. With many of these centers of average quality, buyers reportedly focused
more on the near-term return. Of the transactions included in our survey,
information relating to these yield rates is available for less than half.
Although the overall range in IRRs (at 10.5% to 20%) was wide, most were in the
11% to 12% range. Residual capitalization rates for these assets ranged from 7%
to 11%, with a range of 7% to 8% for the better assets.

As in the past period, buyers have continued to focus on the relationship of a
center's productivity (as measured through sales) to the purchase price. For the
better assets sold since June of 1995, this ratio ranged from 1.0 to 1.18. For
all others, the ratio was lower, ranging from 0.4 to 0.9.

Interestingly, in late 1995, it had been forecast by many that 1996 would reveal
a reduced interest in regional shopping center acquisitions. It was then thought
that weak performance in this product type and improving markets elsewhere
(particularly in the office segment) would result in fewer retail transactions.
However, it would appear that investors continued to view shopping centers
favorably, viewing this asset type as having the ability to offer adequate
returns.

As noted previously, Copley Place is the premier center within its market area.
It is a solid performer, with its 1996 mall sales averaging almost $580 per
square foot. As such, in order to define the most comparable transactions, we
have limited the transactions to those centers with mall sales volumes greater
than $300 per square foot, and which were not subject to a ground lease. Ten of
the sales meet these criteria, two in New York (sales 19 and 20), two in
Illinois (sales 4 and 10), two in California (sales 17 and 27), one in
Pennsylvania (sale 3), one in New Jersey (sale 24), one in Texas (sale 23), and
one located in the Southeast (sale 9). The price per square foot of owned GLA
ranged from $263 to $690, with an average of $390 per square foot. First year
overall rates ranged from 6.1% to 8.9%, with an average of 7.8%.


                                                                              89
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

Retail Discounted
Cash Flow Analysis

In the selection of the capitalization and discount rates, we considered the
high quality of the project and the minimal risk perceived in realizing the
various components of projected net income, including projected sales.

According to the Korpacz Real Estate Investor Survey of the National Regional
Mall Market, (Second Quarter 1997.), regional malls are back "in play" and
institutional investors want "A" malls, even though cap rates are under 8%. More
participants in the survey believe that regional malls are the best investment
this year. The Survey noted that free and clear equity IRRs ranged from 10.0% to
14.0% and averaged 11.75%. Free and clear equity capitalization rates ranged
from 7.0% to 11.0% and averaged 8.57%. Residual capitalization rates ranged from
7.5% to 11.0% and averaged 8.78%. Market rents are expected to increase between
0% to 4.0%, averaging a 2.86% increase, while expenses are expected to increase
3.0% to 4.0%, averaging a 3.75% increase. The aforementioned rates were surveyed
from national institutional type investors such as pension funds, pension fund
advisors, and investment advisors. A summary of Korpacz Investor Survey follows.

- --------------------------------------------------------------------------------
          Survey of Investment Criteria - National Regional Mall Market
                               Second Quarter 1997
- --------------------------------------------------------------------------------
Key Indicators                Current Quarter   Last Quarter      Year Ago
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Free & Clear Equity IRR
- --------------------------------------------------------------------------------
Range                           10.50-14.00%    10.00-14.00%    10.00-14.00%
- --------------------------------------------------------------------------------
Average                            11.75%          11.69%          11.50%
- --------------------------------------------------------------------------------
Change (Basis Points)                 --              +6             +25
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Free & Clear Equity Cap Rate
- --------------------------------------------------------------------------------
Range                            7.00-11.00%     7.00-11.00%     6.25-11.00%
- --------------------------------------------------------------------------------
Average                             8.57%           8.57%           8.17%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Residual Cap Rate
- --------------------------------------------------------------------------------
Range                            7.50-11.00%     7.50-11.00%     7.00-11.00%
- --------------------------------------------------------------------------------
Average                             8.78%           8.76%           8.56%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Source: Peter F. Korpacz & Associates. Inc. - Quarterly Survey of
Investment Criteria
- --------------------------------------------------------------------------------


                                                                              90
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

According to the Korpacz survey investor yield requirements for regional malls
have increased approximately 25 basis points over the last 12 months. The
decrease in investor requirements results from an increased general perception
that the recovery from the recent recession will continue. The major concern
facing the national retail market has been sluggish sales and the financial
instability of tenants.

Competition for the better properties appears to be steady due to a variety of
factors, including the scarcity of good quality investment real estate, the
desire for an adequate hedge against inflation, and the quest for a safe haven
for investment capital. Arising out of concerns over troubled real estate
markets and overbuilding, investor cash flow projections today tend to be more
"realistic", incorporating assumptions and probabilities in keeping with actual
market experience and predicated upon moderate future expectations. To select
appropriate discount and residual rates for the Copley Place, the following
factors were considered:

o    The property is located in the Back Bay market;

o    The property was completed in 1984 and has been well maintained;

o    The property is well occupied with strong tenancies;

o    The historical increases in sales have outperformed those of the region;

o    The property has continued to maintain high occupancy and sales levels
     during a period marked by generally sluggish sales performance nationally
     and the opening of the adjoining Prudential Center retail complex;

o    The property benefits from other high-end retailers in the area;

o    The property has minimal vacancy;

o    The Boston economy is thriving;

o    No new construction is underway in this tight submarket;

o    Demand for space has out stripped supply in the Back Bay.

Having regard to the physical quality of the improvements, coupled with the
quality of the tenant mix, high occupancy and sales levels, it is considered
that the property possesses above-average investment attributes for its class.
Based upon the review of comparable sales data and the Korpacz investor survey,
a discount rate of 11.0% in conjunction with a residual cap rate of


                                                                              91
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

8.5% (and a 0.5% sales commission rate) is considered to adequately reflect the
quantity, quality and durability of the projected cash flows. Both the discount
rate and the reversionary cap rate lie slightly below the average rates in the
Korpacz survey, reflecting the quality of the subject property, its overall
strength in its market area, as exhibited by its average sales volume per square
foot and historical sales growth, and its premier location. The residual cap
rate also reflects the prospective age of the property ten years from now and
the fact that the cash flow projection contains no major capital renovation
expenditures which may be necessary by that time.

The resultant discounted cash flow analysis is summarized on the facing page and
produces an estimated market value of $147,000,000, or $399 per square foot, for
the retail component of the property. The value lies near the center of the
range of price per square foot of the comparable sales and 2.3% above the
average price per square foot.

The value estimate yields a first year overall rate of 7.3%. Similar to the
value estimate per square foot of rentable area, the first year overall rate
lies near the center of the range of overall rates, but slightly below the
average. It is notable, however, that this is due to the presence of several
vacant stores which have leases pending and occupancies scheduled in late fall
and early winter, as noted in the Valuation section of this report. As such, the
first year cash flow is slightly depressed, and the overall rate increases to
7.7% during the second year of the projection, near the average overall rate of
the comparable transactions. The annual net operating income accounts for 51.3%
of the total value, with the remaining 48.7% due to the sales proceeds at the
end of the holding period.

A final test of reasonableness is the ratio between the mall value per square
foot and the average retail sales per square foot. For the recent transaction
deemed most comparable to the subject, the ratio of purchase price to sales
ranged from 0.83 to 1.18, with an average of 1.02. The lower ratios typically
involve transactions in which the numbers include anchor values and sales which
are typically much lower on a square foot basis than the in-line mall stores.
The value estimate for Copley Place, including the center's anchor, yields a
purchase price to 1996 retail sales ratio of 0.83. As such, the ratio of
purchase price to sales for the subject property falls at the bottom of the
range.


                                                                              92
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

In order to analyze the mall component of value, it is necessary to extract the
portion of value attributable to Neiman Marcus. Capitalizing the Neiman Marcus
net income (minimum and percentage rent) at 10% results in an implied value
allocation of $11,717,420. This produces an implied mall valuation of
$135,358,000 or approximately $520 per square foot. The projected mall sales
(excluding Neiman Marcus) for Calendar 1997, meanwhile approximate $478 per
square foot. This results in a value/sales ratio of approximately 1.09 which
appears to be reasonable by market standards.


                                                                              93
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

Conclusion:

Although the three approaches to value were initially considered in the
valuation of the leasehold interest of the subject property, the cost and market
approaches were not employed as a result of the property's complex legal,
financial and physical characteristics as well as the absence of any significant
recent comparable transactions of leasehold interests in major mixed use
projects in the northeastern United States. The valuation of the leasehold
interest was based on the property's highest and best use, which is its current
use as mixed use development. As a result, primary reliance was placed upon the
income approach to value in general, and the discounted cash flow analysis
technique, in particular, reflecting the actions of typical buyers and sellers
of major commercial investment grade real estate. This valuation technique takes
into consideration all of the factors essential to a long-term cash flow
projection. The resulting cash flows and reversion were analyzed in light of the
yield expectations of representative buyers and sellers of institutional-grade
real estate. Because of its sensitivity to current market conditions and its
ability to handle a broad assortment of variables unique to the subject
property, this particular method is relied upon most heavily in this analysis.

Although the market approach was not employed directly in the valuation, recent
sales of Boston office properties and national regional malls were analyzed to
determine the investment yield requirements implied by recent market transaction
activity. As a result, it was concluded that the sales supported the investment
criteria employed in the discounted cash flow analyses and the resultant value
conclusions.

Copley Place is a well-located, major institutional grade real estate asset. The
enclosed mall represents one of the three major components of the City's
high-end retail shopping area which is centered on the freestanding stores along
Boylston and Newberry Streets, the Shops at Prudential Center and Copley Place
itself. The mall enjoys high occupancy and sales levels and has performed well
during a period of faltering sales nationwide and during which enhanced
competition was presented by the redeveloped and expanded Shops at Prudential
Center. The office portion of the development has also performed well and enjoys
high occupancy levels and increasing rentals. The Boston office leasing market
has rebounded strongly and declining vacancy levels have been accompanied by
commensurate increases in rentals although they still fall short of the levels
where new development would be feasible.


                                                                              94
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

Both the retail and office components of the property support the third major
source of income, namely the parking garages. Both regional malls and CBD office
buildings generally are currently favored by major institutional investors, in
general, while Boston is a favored location, in particular.

The appraisal of the property was performed over an accelerated time frame
although Landauer had previously appraised the property in early 1992 and had
some familiarity with it. As a result, following the initial provision of
property data, only limited assistance was received from the property ownership
in response to various queries relating to the operations and leasing of the
property. In certain instances, therefore, where answers to various operating
and leasing questions were not provided, we have made what we believe to be
reasonable assumptions based upon our previous knowledge of the property and
general industry-wide trends.

The three major components of the value: retail, office and parking/hotel
revenues were analyzed separately. The value conclusions appear to be reasonable
by current market standards and are generally supportable by the comparable
market data.

In conclusion, as a result of our investigations and analyses, it was concluded
that the market value of the leasehold interest in the subject property, subject
to occupancy leases, as of June 30, 1997, was:

                      THREE HUNDRED FIFTEEN MILLION DOLLARS
                                 ($315,000,000)

              Allocated as follows:

              Retail Portion                        $147,000,000
              Office Portion                        $122,000,000
              Garage/Hotel Common area portion      $ 46,000,000

These allocations have been provided only to identify the relative contributions
of the various components to the aggregate value; they do not necessarily
reflect the individual values of the components as separate entities.


                                                                              95
<PAGE>

                                     ADDENDA
<PAGE>

                                OFFICE RENT ROLL
<PAGE>

                              Capley Place - Office

                            PROJECT DESIGNATOR: LAOl
                           REVISION: 7/14/97 @ 10:43
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS
                                 7/21/97 @ 13:27

<TABLE>
<CAPTION>
                  PRIMARY/                          ANNUAL
                 SECONDARY   SQUARE LEASE  LEASE    OPTION    MINIMUM        MINIMUM     OVERAGE  CEILING  BREAKPOINT 
     TENANT        CODES      FEET  BEGIN   END     #/MOS     RENT/SF          RENT         %      (0005)    (000'S)  
- ---------------- ---------  ------- -----  -----    ------ --------------  -----------   -------  -------  ---------- 
<S>                 <C>      <C>    <C>    <C>      <C>    <C>     <C>       <C>         <C>      <C>      <C>       
# 1-SUITE 1101       -        8,398  6/94  12/99      -             20.00     167,960       -         -        -      
IBM                                                                                                  
                                                                                                     
# 2-SUITE 1102       -       23,502  1/97   6/97      -             28.00     658.056       -         -        -      
Global Knowledge                                                                                     
                                                                                                     
# 3-SUITE 1200       -       64,237 10/97   9/04      -            29.50    1,894,992       -         -        -      
Sun Life                                                   10/02   34.50    2,216,177                
                                                                                                     
# 4-SUITE 1345       -      132,359  8/96   7/01      -            32.69    4,326,816       -         -        -      
RMV                                                                                                  
                                                                                                     
# 5-SUITE 1600       -       10,026  2/96   1/00      -             17.50     175,455       -         -        -      
Advantis                                                    2/97    19.50     195,507                
                                                            2/98    21.75     218,066                
                                                            2/99    24.00     240,624                
                                                                                                     
# 6-SUITE 1601       -       28,724  2/95   1/00      -             18.91     543,171       -         -        -      
AT&T Resource Ngmt                                          6/98    20.95     601,768                
                                                                                                     
# 7-SUITE 1603       -        1,946  5/97   4/02      -             30.50      59,353       -         -        -      
Oxigene                                                                                              
                                                                                                     
# 8-SUITE 1700               34,116  6/94  11/99      -             18.50     631,146       -                  -      
AT&T                                                        6/97    19.50     665,262                
                                                                                                     
# 9-SUITE 2103       -       10,852  8/97   7/02      -             25.05     271,843       -         -        -      
Greater Boston CS                                                                                    
                                                                                                     
# 10-SUITE 2200      -       28,654  9/91   5/98      -             24.00     687,696       -         -        -      
Olsten Health Serv                                                                                   
                                                                                                     
# 11-SUITE 2200      -       28,654  6/98   1/00      -             20.95     600,301       -         -        -      
AT&T                                                                                                 
                                                                                                     
# 12-SUITE 2300      -        8,162  6/91   5/98      -             18.00     146.916       -         -        -      
Cipriani Kremer                                                                                      
                                                                                                     
# 13-SUITE 2301      -       20,084  0/93   8/03      -             24.14     484.828       -         -        -      
Census Bureau                                      9/98             21.52     432,208                                 
                                                                                                     
# 14-SUITE 2400      -       17,617  6/93   5/00      -             19.50     343,532       -         -        -      
Core. Inc.                                         6/98             22.00     387.574               
</TABLE>

                    
                                       PRO RATA     % OF RENT
     TENANT           RECOVERIES      SHARE BASE    SUBJ TO CPI
- ----------------     ------------     -----------   -----------
# 1-SUITE 1101       100 RECOVERY     %10,411,668
IBM                
                   
# 2-SUITE 1102       100 RECOVERY     %10,813,043
Global Knowledge   
                   
# 3-SUITE 1200       100 RECOVERY     %10,919,392
Sun Life           
                   
# 4-SUITE 1345       100 RECOVERY     %10,435,750
RMV                
                   
# 5-SUITE 1600       100 RECOVERY     %10,435,750
Advantis           
                   
                   
                   
# 6-SUITE 1601       100 RECOVERY     %10,227,035
AT&T Resource Ngmt 
                   
# 7-SUITE 1603       100 RECOVERY     %10,919,392
Oxigene            
                   
# 8-SUITE 1700       100 RECOVERY     9,986,210
AT&T               
                   
# 9-SUITE 2103       100 RECOVERY     %10,919,392
Greater Boston CS  
                   
# 10-SUITE 2200      100 RECOVERY     8,998,828
Olsten Health Serv 
                   
# 11-SUITE 2200      100 RECOVERY     %11,427,017
AT&T               
                   
# 12-SUITE 2300      100 RECOVERY     %10,537,150
Cipriani Kremer    
                   
# 13-SUITE 2301      Escalation
Census Bureau        Real Estate Tax
                   
# 14-SUITE 2400      100 RECOVERY     9,352,037
Core. Inc.         
<PAGE>

<TABLE>
<CAPTION>
                  PRIMARY/                          ANNUAL                                                           
                 SECONDARY   SQUARE LEASE  LEASE    OPTION    MINIMUM        MINIMUM     OVERAGE  CEILING  BREAKPOINT
     TENANT        CODES      FEET  BEGIN   END     #/MOS     RENT/SF          RENT         %      (0005)    (000'S) 
- ---------------- ---------  ------- -----  -----    ------ --------------  -----------   -------  -------  ----------
<S>                 <C>      <C>    <C>    <C>      <C>    <C>     <C>       <C>         <C>      <C>      <C>       
# 15-SUITE 2401              6.573  7/95   6/02      -             25.54     167,874         -       -        -      
Boston Mortgage                                            7/97     2604     171,161                                 
                                                           7/99    27.54     181,020                                 
                                                           7/01    28.54     187,593                                 
                                                                                                                     
# 16-SUITE 2402             11,191  1/97  12/98      -             25.00     279.775         -       -        -      
Bain & Co.                                                                                                           
                                                                                                                     
# 17-SUITE 2403                823 12/95   8/03      -             25.71      21.159         -       -        -      
Census Expansion                                                                                                     
                                                                                                                     
# 18-SUITE 2500             37,941  5/96   8/04                    16.50     626,027         -       -        -      
Sam & Co. Expnsn                                           5/97     2450     929,555                                 
                                                           5/98     2850   1.081,319                                 
                                                           5/00     3050   1,157,201                                 
                                                           5/02    32.50   1,233,083                                 
                                                                                                                     
# 19-SUITE 2700            116,763  8/84   8/04      -            32.85    3,835,664         -       -        -      
Sam & Co.                                                  9/99   37.60    4,390,289                                 
                                                                                                                     
# 20-SUITE 3200             45,300  2/84   2/99      -             16.00     724,800         -       -        -      
Fleet Bank                                                                                                           
                                                                                                                     
# 21-SUITE 3201              8,384  1/98  12/02      -             31.20     261.581         -       -               
Lease Up                                                                                                             
                                                                                                                     
# 22-SUITE 3300             26,578  4/96   3/06      -             25.00     664,450         -       -        -      
Willis Corroon                                             6/01    29.00     770,762                                 
                                                                                                                     
# 23-SUITE 3301              3,123 12/96  11/01                    27.15      84,789         -       -        -      
Blair Television                                                                                                     
                                                                                                                     
# 24-SUITE 3400             16,654  2/95   2/05      -             14.50     241.483         -       -        -      
Canadian Consulate                                                                                                   
                                                                                                                     
# 25-SUITE 3401              5,413 1/96 1  2/01      -             26.00     140,738         -       -        -      
Personnel Decision                                                                                                   
                                                                                                                     
# 26-SUITE 3500             12,574 11/94   7/03      -             35.00     440,090         -       -        -      
German Consulate                                           8/96    36.00     452,664                                 
                                                           8/97    37.00     465,238
                                                           8/98    38.00     477,812
                                                           8/99    39.00     490,386
                                                           8/00    40.00     502,960
                                                           8/01    41.00     515,534
                                                           8/02    42.00     528,108
</TABLE>
                   
                                       PRO RATA     % OF RENT
     TENANT           RECOVERIES      SHARE BASE    SUBJ TO CPI
- ----------------     ------------     -----------   -----------

# 15-SUITE 2401      100 RECOVERY      %10,227,035
Boston Mortgage     
                    
                    
                    
# 16-SUITE 2402      100 RECOVERY      %1O,435,750
Bain & Co.          
                    
# 17-SUITE 2403      NONE
Census Expansion    
                    
# 18-SUITE 2500      100 RECOVERY      %10,435,750
Sam & Co. Expnsn    
                    
                    
                    
                    
# 19-SUITE 2700      100 RECOVERY      8,188,050
Sam & Co.           
                    
# 20-SUITE 3200      FLEET ESCALATION
Fleet Bank          
                    
# 21-SUITE 3201      100 RECOVERY      %11,427,017
Lease Up            
                    
# 22-SUITE 3300      100 RECOVERY      %10,435,7S0
Willis Corroon      
                    
# 23-SUITE 3301      100 RECOVERY      %10,435,750
Blair Television    
                    
# 24-SUITE 3400      ESCALATION
Canadian Consulate  
                    
# 25-SUITE 3401      100 RECOVERY      %10,435,750
Personnel Decision  
                    
# 26-SUITE 3500      100 RECOVERY      %10,227,035
German Consulate   
<PAGE>

<TABLE>
<CAPTION>
                  PRIMARY/                          ANNUAL                                                           
                 SECONDARY   SQUARE LEASE  LEASE    OPTION    MINIMUM        MINIMUM     OVERAGE  CEILING  BREAKPOINT
     TENANT        CODES      FEET  BEGIN   END     #/MOS     RENT/SF          RENT         %      (0005)    (000'S) 
- ---------------- ---------  ------- -----  -----    ------ --------------  -----------   -------  -------  ----------
<S>                 <C>      <C>     <C>    <C>      <C>    <C>     <C>       <C>         <C>      <C>      <C>       
# 27-SUITE 3501              8,187   6/95   8/98      -             19.75     161,693         -       -        -      
Liberty Mutual                                              7/97    20.50     167,834
                                                            7/98    24.00     196,488
                                                  1- 36             21.00     171,927         -       -        -      
                                   
# 28-SUITE 4100              1,310   7/87  10/97      -             17.00      22.270         -       -        -      
Jane Edmonds Assoc                 
                                   
# 29-SUITE 4102              7,334   2/95   1/01      -             22.50     165,015         -       -        -      
Neurotec                                                    2/98    28.00     205,352
                                   
# 30-SUITE 4105              2,366   7/95  12/97      -             17.50      41,405         -       -        -      
Standard Parking                   
                                   
# 31-SUITE 4110              1,742  11/95  10/00      -             21.50      37,453         -       -        -      
Nova Scotia                                                11/97    22.50      39,195
                                                           11/98    23.50      40,937
                                   
# 32-SUITE 4120                865   6/97   5/98      -             16.65      14.402                 -        -      
Copley Place Travl                 
                                   
# 33-SUITE 4125              1,728   3/85   5/00      -             15.00      25,920         -       -        -      
NE Minority Prchsg                 
                                   
# 34-SUITE 4135                780  12/93  11/98      -             17.00      13.260         -       -        -      
Emperial House                     
                                   
# 35-SUITE 4140                758   3/98   2/03      -             31.20      23,650         -       -        -      
Lease-Up                           
                                   
# 36-SUITE 4145              1,377   6/98   5/03      -             31.20      42,962         -       -        -      
Lease Up                           
                                   
# 37-SUITE 4150                420  11/96  10/97      -             27.00      11,340         -       -        -      
ColPitts                           
                                   
# 38-SUITE 4155              3,504   8/94   7/98      -             22.00      77,088         -       -        -      
Hay Group, The                     
                                                  1- 36             29.64     103,859         -       -        -      
                                   
# 39-SUITE 4234              64,099 11/92  11/02      -             22.24    1,425,562        -       -        -      
IRS                                                          1/98   24.47    1,568.503                                 
                                  
# 40-SUITE 4400              4,622   9/95   9/05      -             22.00     101,684         -       -        -      
Urban Retail                                                9/98    24.00     110,928
                                                            9/01    26.00     120,172
                                                            9/04    28.00     129.416
</TABLE>
                       
                                          PRO RATA     % OF RENT
     TENANT              RECOVERIES      SHARE BASE    SUBJ TO CPI
- ----------------        ------------     -----------   -----------

# 27-SUITE 3501        NONE
Liberty Mutual        
                      
                       NONE

# 28-SUITE 4100        NONE
Jane Edmonds Assoc

# 29-SUITE 4102        100 RECOVERY       9,986,210
Neurotec              

# 30-SUITE 4105        NONE
Standard Parking

# 31-SUITE 4110        100 RECOVERY      %10,227,035
Nova Scotia           
                      

# 32-SUITE 4120        NONE
Copley Place Travi

# 33-SUITE 4125        NONE
NE Minority Prchsg

# 34-SUITE 4135        NONE
Emperial House

# 35-SUITE 4140        100 RECOVERY       %11,427,017
Lease-Up

# 36-SUITE 4145        100 RECOVERY       %11,427,017
Lease Up

# 37-SUITE 4150        NONE
Col Pitt s

# 38-SUITE 4155        100 RECOVERY       %10,227,035
Hay Group, The
                       100 RECOVERY       %10,227,035

# 39-SUITE 4234        Escalation
IRS                    Real Estate Tax

# 40-SUITE 4400        100 RECOVERY       %l0,351,250
Urban Retail          
                      
                      
<PAGE>

<TABLE>
<CAPTION>
                  PRIMARY/                          ANNUAL                                                           
                 SECONDARY   SQUARE LEASE  LEASE    OPTION    MINIMUM        MINIMUM     OVERAGE  CEILING  BREAKPOINT 
     TENANT        CODES      FEET  BEGIN   END     #/MOS     RENT/SF          RENT         %      (0005)    (000'S)  
- ---------------- ---------  ------- -----  -----    ------ --------------  -----------   -------  -------  ---------- 
<S>                 <C>      <C>    <C>    <C>      <C>    <C>     <C>       <C>         <C>      <C>      <C>        
# 41-SUITE 4402                772  9/98   8/03               -    31.20      24,086         -       -        -       
Lease Up

# 42-SUITE 4500             23,554  3/91   2/01      -             21.50     506.411         -       -        -       
Unicco                                                     3/98    24.50     577,073

# 43-SUITE 4602              2,270 11/88   5/97      -             30.00      68,100         -       -        -       
Tiffany & Company

# 44-SUITE 4605             14,717 11/94   5/97      -             22.37     329.219         -       -        -       
Miller Communictns

# 45-SUITE 4605             16,239  6/97  11/02      -             24.75     401,915         -       -        -       
Miller Communictns                                        10/97    25.00     405,975
                                                          10/98    25.50     414,095
                                                          12/99    34.00     552,126

# 46-SUITE 4605              6,528 12/97  11/02      -             29.00     189,312         -       -        -       
Miller Coemi. Expsn                                       12/99    34.00     221,952

# 47-SUITE 4606                949  3/95   2/98      -             17.00      16,133         -       -        -       
Funding Resources

# 48-SUITE 460A              3,500  3/89  11/97      -              0.00           0         -       -        -       
Building Office

# 49-SUITE 2100              6,378 12/97  12/25      -              0.00           0         -       -        -       
Office of the Bldg

# 50                        25,186 11/97  10/02      -             30.00     755.580         -       -        -       
LEASE UP

# 51                         1,986  1/98  12/02      -             31.20      61,963         -       -        -       
LEASE UP

# 52                         8,724  3/98   2/03      -             31.20     272,189         -       -        -       
LEASE UP
                            918,543
</TABLE>
                    
                                         PRO RATA     % OF RENT
     TENANT             RECOVERIES      SHARE BASE    SUBJ TO CPI
- ----------------       ------------     -----------   -----------
# 41-SUITE 4402       100 RECOVERY      %1l,427,017
Lease Up

# 42-SUITE 4500       100 RECOVERY      8,466,900
Unicco               

# 43-SUITE 4602       95% As If Escltn
Tiffany & Company

# 44-SUITE 4605       100% As If Escltn  %1O,511,800
Miller Communictns

# 45-SUITE 4605       100 RECOVERY       %10,227,035
Miller Communictns   
                     
                     

# 46-SUITE 4605       100 RECOVERY       %10,227,035
Miller Comm. Expsn  

# 47-SUITE 4606       100 RECOVERY       %10,227,035
Funding Resources

# 48-SUITE 460A       NONE
Building Office

# 49-SUITE 2100       NONE
Office of the Bldg

# 50                  100 RECOVERY       %10,919,392
LEASE UP

# 51                  100 RECOVERY       %l1,427,017
LEASE UP

# 52                  100 RECOVERY       %11,427,017
LEASE UP
                     
<PAGE>

                         OFFICE PRO-JECT TENANT REGISTER
<PAGE>

                              Copley Place - Office
                            PROJECT DESIGNATOR: LAO1
                            REVISION: 7/14/97 o 10:43
                                 TENANT REGISTER
                                 7/21/97 @ 13:32

                  TENANT                    SQUARE FEET  BEGIN DATE  END DATE
- ----------------------------------------    -----------  ----------  --------
# 1  - SUITE   1101   IBM                         8,398      6/1994   12/1999
# 2  - SUITE   1102   Global Knowledge           23,502      1/1997    6/1997
# 3  - SUITE   1200   Sun Life                   64,237     10/1997    9/2004
# 4  - SUITE   1345   RMV                       132,359      8/1996    7/2001
# 5  - SUITE   1600   Advantis                   10,026      2/1996    1/2000
# 6  - SUITE   1601   AT&T Resource Mgmt         28,724      2/1995    1/2000
# 7  - SUITE   1603   Oxigene                     1,946      5/1997    4/2002
# 8  - SUITE   1700   AT&T                       34,116      6/1994   11/1999
# 9  - SUITE   2103   Greater Boston CB          10,852      8/1997    7/2002
# 10 - SUITE   2200   Olsten Health Serv         28,654      9/1991    5/1998
# 11 - SUITE   2200   AT&T                       28,654      6/1998    1/2000
# 12 - SUITE   2300   Cipriani Kremer             8,162      6/1991    5/1998
# 13 - SUITE   2301   Census Bureau              20,084      8/1993    8/2003
# 14 - SUITE   2400   Core, Inc.                 17,617      6/1993    5/2000
# 15 - SUITE   2401   Boston Mortgage             6,573      7/1995    6/2002
# 16 - SUITE   2402   Bain & Co.                 11,191      1/1997   12/1998
# 17 - SUITE   2403   Census Expansion              823     12/1995    8/2003
# 18 - SUITE   2500   Bain & Co. Expnsn          37,941      5/1996    8/2004
# 19 - SUITE   2700   Bain & Co.                116,763      8/1984    8/2004
# 20 - SUITE   3200   Fleet Bank                 45,300      2/1984    2/1999
# 21 - SUITE   3201   Lease Up                    8,384      1/1998   12/2002
# 22 - SUITE   3300   Willis Corroan             26,578      4/1996    3/2006
# 23 - SUITE   3301   Blair Television            3,123     12/1996   11/2001
# 24 - SUITE   3400   Canadian Consulate         16,654      2/1995    2/2005
# 25 - SUITE   3401   Personnel Decision          5,413      1/1996   12/2001
# 26 - SUITE   3500   German Consulate           12,574     11/1994    7/2003
# 27 - SUITE   3501   Liberty Mutual              8,187      6/1995    8/1998
# 28 - SUITE   4100   Jane Edmonds Assoc          1,310      7/1987   10/1997
# 29 - SUITE   4102   Neurotec                    7,334      2/1995    1/2001
# 30 - SUITE   4105   Standard Parking            2,366      7/1995   12/1997
# 31 - SUITE   4110   Nova Scotia                 1,742     11/1995   10/2000
# 32 - SUITE   4120   Copley Place Travl            865      6/1997    5/1998
# 33 - SUITE   4125   NE Minority Prchsg          1,728      3/1985    5/2000
# 34 - SUITE   4135   Emperial House                780     12/1993   11/1998
# 35 - SUITE   4140   Lease-Up                      758      3/1998    2/2003
# 36 - SUITE   4145   Lease Up                    1,377      6/1998    5/2003
# 37 - SUITE   4150   Colpitta                      420     11/1996   10/1997
# 38 - SUITE   4155   Hay Group, The              3,504      8/1994    7/1998
# 39 - SUITE   4234   IRS                        64,099     11/1992   11/2002
# 40 - SUITE   4400   Urban Retail                4,622      9/1995    9/2005
# 41 - SUITE   4402   Lease Up                      772      9/1998    8/2003
# 42 - SUITE   4500   Unicco                     23,554      3/1991    2/2001
# 43 - SUITE   4602   Tiffany & Company           2,270     11/1988    5/1997
# 44 - SUITE   4605   Miller Communications      14,717     11/1994    5/1997
# 45 - SUITE   4605   Miller Communications      16,239      6/1997   11/2002
# 46 - SUITE   4605   Miller Comm, Expsn          6,528     12/1997   11/2002
# 47 - SUITE   4606   Funding Resources             949      3/1995    2/1998
# 48 - SUITE   460A   Building Office             3,500      3/1989   11/1997
# 49 - SUITE   2100   Office of the Bldg          6,378     12/1997   12/2025
# 50 - LEASE   UP                                25,186     11/1997   10/2002
# 51 - LEASE   UP                                 1,986      1/1998   12/2002
# 52 - LEASE   UP                                 8,724      3/1998    2/2003
                                             ----------
        52 TENANTS                              918,543
                                             ==========
<PAGE>

                        OFFICE LEASE EXPIRATION SCHEDULE
<PAGE>

                              Copley Place - Office
                            PROJECT DESIGNATOR: LAO1
                            REVISION: 7/14/97 o 10:43

                                EXPIRATION REPORT
                        YEARS 1998 TO 2009, ALL TENANTS,
                     INCLUDING OPTIONS, INCLUDING RENEWALS,
                    EXCLUDING BASE LEASES AND PRIOR OPTIONS,
                      BASE RENTS INCLUDING CPI ADJUSTMENTS,
                           INCLUDING PERCENTAGE RENTS
                                 7/21/97 @ 13:33

                                 TERM/       BASE               TOTAL    MARKET
      TENANT        SQUARE FT   END DATE    RENT/SF   RECV/SF  RENT/SF   RENT/SF
- ------------------  ---------   --------    -------   -------  -------   -------
# 28-SUITE 4100                 INITIAL
Jane Edmonds Assoc      1,310   10/1997      17.00      0.00    17.00     31.20 
                                                                                
# 37-SUITE 4150                 INITIAL                                         
Colpilts                  420   10/1997      27.00      0.00    27.00     31.20 
                                                                                
# 48-SUITE 460A                 INITIAL                                         
Building Office         3.500   11/1997       0.00      0.00     0.00      0.00 
                                                                                
# 30-SUITE 4105                 INITIAL                                         
Standard Parking        2,366   12/1997      17.50      0.00    17.50     31.20 
                                                                                
# 47-SUITE 4606                 INITIAL                                         
Funding Resources         949    2/1998      16.99      1.49    18.49     32.45 
                                                                                
# 32-SUITE 4120                 INITIAL                                         
Copley Place Travl        865    5/1998      16.65      0.00    16.65     18.39 
                                                                                
# 10-SUITE 2200                 INITIAL                                         
Olsten Health Serv     28,654    5/1998      24.00      3.02    27.02     32.45 
                                                                                
# 12-SUITE 2300                 INITIAL                                         
Cipriani Kremer         8,162    5/1998      18.00      1.05    19.05     32.45 
                     --------              -------   -------  -------   -------
8 FY 98 EXPIRATIONS    46,226                20.34      2.09    22.43     29.62 
                     --------              -------   -------  -------   -------
# 34-SUITE 4135                 INITIAL                                         
Emperial House            780   11/1998      17.00      0.00    17.00     32.45 
                                                                                
# 16-SUITE 2402                 INITIAL                                         
Bain & Co.             11,191   12/1998      25.00      1.24    26.24     32.45 
                                                                                
# 20-SUITE 3200                 INITIAL                                         
Fleet Bank             45,300    2/1999      16.00     14.57    30.57     32.45 
                     --------              -------   -------  -------   -------
3 FY 99 EXPIRATIONS    57,271                17.77     11.77    29.54     32.45 
                     --------              -------   -------  -------   -------
11 CUMULATIVE EXPS    103,497                18.92      7.45    26.36     31.18 
                                                                                
#  8-SUITE 1700                 INITIAL                                         
AT&T                   34,116   11/1999      19.50      2.35    21.85     33.75 
                                                                                
#  1-SUITE 1101                 INITIAL                                         
IBM                     8,398   12/1999      20.00      1.82    21.82     35.10 
                                                                                
# 11-SUITE 2200                 INITIAL                                         
AT&T                   28,654    1/2000      20.95      1.18    22.13     33.75 
                                                                                
#  5-SUITE 1600                 INITIAL                                         
Advantis               10,026    1/2000      24.00      2.42    26.42     33.75 
<PAGE>

                                                                          PAGE 2


                                 TERM/       BASE               TOTAL    MARKET
      TENANT        SQUARE FT   END DATE    RENT/SF   RECV/SF  RENT/SF   RENT/SF
- ------------------  ---------   --------    -------   -------  -------   -------

#  6-SUITE 1601                 INITIAL                                      
AT&T Resource Mgmt     28,724    1/2000      20.95      2.68     23.63     35.10
                                                                                
# 33-SUITE 4125                 INITIAL                                         
NE Minority Prchsg      1,728    5/2000      15.00      0.00     15.00     35.10
                                                                                
# 14-SUITE 2400                 INITIAL                                         
Core. Inc.             17,617    5/2000      22.00      3.77     25.77     35.10
                     --------              -------   -------   -------   -------
 7 FY100 EXPIRATIONS  129,263                20.81      2.30     23.10     34.34
                     --------              -------   -------   -------   -------
18 CUMULATIVE EXPS    232,760                19.97      4.59     24.55     32.93
                                                                                
# 31-SUITE 4110                 INITIAL                                         
Nova Scotia             1,742   10/2000      23.50      2.68     26.18     35.10
                                                                                
# 29-SUITE 4102                 INITIAL                                         
Neurotec                7,334    1/2001      28.00      3.57     31.57     36.50
                                                                                
# 42-SUITE 4500                 INITIAL                                         
Unicco                 23,554    2/2001      24.50      5.19     29.69     36.50
                     --------              -------   -------   -------   -------
 3 FYlOl EXPIRATIONS   32,630                25.23      4.69     29.93     36.42
                     --------              -------   -------   -------   -------
21 CUMULATIVE EXPS    265,390                20.61      4.60     25.21     33.36
                                                                                
# 38-SUITE 4155                 OPTION 1                                        
Hay Group, The          3,504    7/2001      29.64      3.27     32.91     35.10
                                                                                
#  4-SUITE 1345                 INITIAL                                         
RMV                   132,359    7/2001      32.69      3.01     35.70     36.50
                                                                                
# 27-SUITE 3501                 OPTION 1                                        
Liberty Mutual          8,187    8/2001      21.00      0.00     21.00     35.10
                                                                                
# 23-SUITE 3301                 INITIAL                                         
Blair Television        3,123   11/2001      27.15      3.01     30.16     36.50
                                                                                
# 25-SUITE 3401                 INITIAL                                         
Personnel Decision      5,413   12/2001      26.00      3.01     29.01     37.96
                                                                                
#  7-SUITE 1603                 INITIAL                                         
Oxigene                 1,946    4/2002      30.50      3.06     33.56     36.50
                                                                                
# 15-SUITE 2401                 INITIAL                                         
Boston Mortgage         6,573    6/2002      28.54      3.92     32.46     36.50
                     --------              -------   -------   -------   -------
 7 FY102 EXPIRATIONS  161,105                31.50      2.90     34.41     36.45
                     --------              -------   -------   -------   -------
28 CII4ULATIVE EXPS   426,495                24.73      3.96     28.69     34.53
                                                                                
#  9-SUITE 2103                 INITIAL                                         
Greater Boston CB      10,852    7/2002      25.05      3.06     28.11     36.50
                                                                                
# 50                            INITIAL                                         
LEASE UP               25,186   10/2002      30.00      3.06     33.06     36.50
<PAGE>

                                                                          PAGE 3


                                 TERM/       BASE               TOTAL    MARKET
      TENANT        SQUARE FT   END DATE    RENT/SF   RECV/SF  RENT/SF   RENT/SF
- ------------------  ---------   --------    -------   -------  -------   -------

# 39-SUITE 4234                  INITIAL                                     
IRS                    64,099    11/2002      24.47      2.72    27.19     36.50
                                                                                
# 45-SUITE 4605                  INITIAL                                        
Miller Communictns     16,239    11/2002      34.00      3.92    37.92     36.50
                                                                                
# 46-SUITE 4605                  INITIAL                                        
Miller Comm. Expan      6,528    11/2002      34.00      3.92    37.92     36.50
                                                                                
# 37-SUITE 4150                 RENEWAL 1                                       
Colpitts                  420    12/2002      31.20      2.43    33.63     39.48
                                                                                
# 28-SUITE 4100                 RENEWAL 1                                       
Jane Edmonds Assoc      1,310    12/2002      31.20      2.43    33.63     39.48
                                                                                
# 21-SUITE 3201                  INITIAL                                        
Lease Up                8,384    12/2002      31.20      2.43    33.63     37.96
                                                                                
# 51                             INITIAL                                        
LEASE UP                1,986    12/2002      31.20      2.43    33.63     37.96
                                                                                
# 30-SUITE 4105                 RENEWAL 1                                       
Standard Parking        2,366     2/2003      31.20      3.11    34.31     37.96
                                                                                
# 35-SUITE 4140                  INITIAL                                        
Lease-Up                  758     2/2003      31.20      3.10    34.31     37.96
                                                                                
# 52                             INITIAL                                        
LEASE UP                8,724     2/2003      31.20      3.11    34.31     37.96
                                                                                
# 47-SUITE 4606                 RENEWAL 1                                       
Funding Resources         949     4/2003      31.19      3.11    34.31     39.48
                                                                                
# 36-SUITE 4145                  INITIAL                                        
Lease Up                1,377     5/2003      31.20      3.11    34.31     37.96
                     --------               -------   -------  -------   -------
14 FY103 EXPIRATIONS  149,178                 28.09      3.00    31.08     36.78
                     --------               -------   -------  -------   -------
42 CUMULATIVE EXPS    575,673                 25.60      3.71    29.31     35.11
                                                                                
# 32-SUITE 4120                 RENEWAL 1                                       
Copley Place Travl        865     7/2003      18.38      0.00    18.38     22.37
                                                                                
# 26-SUITE 3500                  INITIAL                                        
German Consulate       12,574     7/2003      42.00      4.60    46.60     39.48
                                                                                
# 12-SUITE 2300                 RENEWAL 1                                       
Cipriani Kremer         8,162     7/2003      31.20      3.11    34.31     39.48
                                                                                
# 41-SUITE 4402                  INITIAL                                        
Lease Up                  772     8/2003      31.20      3.11    34.31     37.96
                                                                                
# 13-SUITE 2301                  INITIAL                                        
Census Bureau          20,084     8/2003      21.52      3.67    25.19     39.48
                                                                                
# 17-SUITE 2403                  INITIAL                                        
Census Expansion          823     8/2003      25.71      0.00    25.71     39.48
                                                                                
# 34-SUITE 4135                 RENEWAL 1                                       
Emperial House            780     1/2004      32.45      3.18    35.63     41.06
<PAGE>

                                                                          PAGE 4


                                  TERM/      BASE               TOTAL    MARKET
      TENANT         SQUARE FT   END DATE   RENT/SF   RECV/SF  RENT/SF   RENT/SF
- ------------------   ---------   --------   -------   -------  -------   -------
                     
# 16-SUITE 2402                 RENEWAL 1                                    
Bain & Co.              11,191    2/2004      32.45      3.19    35.64     39.48
                                                                                
# 20-SUITE 3200                 RENEWAL 1                                       
Fleet Bank              45,300    4/2004      32.45      3.19    35.64     39.48
                     ---------              -------   -------  -------   -------
 9 FY1O4 EXPIRATIONS   100,551                31.17      3.40    34.57     39.33
                     ---------              -------   -------  -------   -------
51 CUMULATIVE EXPS     676,224                26.43      3.66    30.09     35.74
                                                                                
# 18-SUITE 2500                  INITIAL                                        
Bain & Co. Expnsn       37,941    8/2004      32.50      4.98    37.48     41.06
                                                                                
# 19-SUITE 2700                  INITIAL                                        
Bain & Co.             116,763    8/2004      37.60      7.39    44.99     41.06
                                                                                
#  3-SUITE 1200                  INITIAL                                        
Sun Life                64,237    9/2004      34.50      4.38    38.88     39.48
                                                                                
#  8-SUITE 1700                 RENEWAL 1                                       
AT&T                    34,116    1/2005      33.75      3.30    37.05     42.70
                                                                                
#  1-SUITE 1101                 RENEWAL 1                                       
IBM                      8,398    2/2005      33.75      3.30    37.05     42.70
                                                                                
# 24-SUITE 3400                  INITIAL                                        
Canadian Consulate      16,654    2/2005      14.50     18.44    32.94     41.06
                                                                                
#  6-SUITE 1601                 RENEWAL 1                                       
AT&T Resource Mgmt      28,724    3/2005      33.75      3.30    37.04     42.70
                                                                                
# 11-SUITE 2200                 RENEWAL 1                                       
AT&T                    28,654    3/2005      33.75      3.30    37.04     41.06
                                                                                
#  5-SUITE 1600                 RENEWAL 1                                       
Advantis                10,026    3/2005      33.75      3.30    37.04     41.06
                     ---------              -------   -------  -------   -------
9 FYlOS EXPIRATIONS    345,513                34.12      5.80    39.92     41.10
                     ---------              -------   -------  -------   -------
60 CUMULATIVE EXPS   1,021,737                29.03      4.39     33.42    37.55
                                                                                
# 33-SUITE 4125                 RENEWAL 1                                       
NE Minority Prchsg       1,728    7/2005      33.74      3.30    37.04     42.70
                                                                                
# 14-SUITE 2400                 RENEWAL 1                                       
Core. Inc.              17,617    7/2005      33.75      3.30    37.04     42.70
                                                                                
# 40-SUITE 4400                  INITIAL                                        
Urban Retail             4,622    9/2005      28.00      5.53    33.53     42.70
                                                                                
# 31-SUITE 4110                 RENEWAL 1                                       
Nova Scotia              1,742   12/2005      35.10      2.70    37.80     44.41
                                                                                
# 22-SUITE 3300                  INITIAL                                        
Willis Corroon          26,578    3/2006      29.00      6.45    35.45     44.41
                                                                                
# 29-SUITE 4102                 RENEWAL 1                                       
Neurotec                 7,334    3/2006      35.10      3.43    38.53     44.41
<PAGE>              

                                                                          PAGE 5


                                  TERM/      BASE               TOTAL    MARKET
      TENANT         SQUARE FT   END DATE   RENT/SF   RECV/SF  RENT/SF   RENT/SF
- ------------------   ---------   --------   -------   -------  -------   -------
                     
# 42-SUITE 4500                  RENEWAL 1                                     
Unicco                  23,554    4/2006      35.10      3.43    38.53     44.41
                     ---------              -------   -------  -------   -------
 7 FY106 EXPIRATIONS    83,175                32.44      4.47    36.91     43.92
                     ---------              -------   -------  -------   -------
67 CUMULATIVE EXPS   1,104,912                29.29      4.39    33.68     38.03
                                                                                
# 38-SUITE 4155                  RENEWAL 1                                      
Hay Group, The           3,504    9/2006      35.10      3.43    38.53     42.70
                                                                                
# 4-SUITE 1345                   RENEWAL 1                                      
ANY                    132,359    9/2006      35.10      3.44    38.53     44.41
                                                                                
# 27-SUITE 3501                  RENEWAL 1                                      
Liberty Mutual           8,187   10/2006      35.10      3.44    38.53     42.70
                                                                                
# 23-SUITE 3301                  RENEWAL 1                                      
Blair Television         3,123    1/2007      36.50      3.60    40.10     46.18
                                                                                
# 25-SUITE 3401                  RENEWAL 1                                      
Personnel Decision       5,413    2/2007      36.50      3.60    40.10     46.18
                                                                                
# 7-SUITE 1603                   RENEWAL 1                                      
Oxigene                  1,946    6/2007      36.50      3.60    40.10     44.41
                     ---------              -------   -------  -------   -------
 6 FY107 EXPIRATIONS   154,532                35.19      3.45    38.64     44.38
                     ---------              -------   -------  -------   -------
73 CUMULATIVE EXPS   1,259,444                30.01      4.28    34.29     38.81
                                                                                
# 15-SUITE 2401                  RENEWAL 1                                      
Boston Mortgage          6,573    8/2007      36.50      3.60    40.10     44.41
                                                                                
# 9-SUITE 2103                   RENEWAL 1                                      
Greater Boston CE       10,852    9/2007      36.50      3.60    40.10     44.41
                                                                                
# 50                             RENEWAL 1                                      
LEASE UP                25,186   12/2007      37.96      2.92    40.88     46.18
                                                                                
# 39-SUITE 4234                  RENEWAL 1                                      
IRS                     64,099    1/2008      37.96      3.69    41.65     46.18
                                                                                
# 46-SUITE 4605                  RENEWAL 1                                      
Miller Conun. Expan      6,528    1/2008      37.96      3.69    41.65     46.18
                                                                                
# 4S-SUITE 4605                  RENEWAL 1                                      
Miller Coniiunictns     16,239    1/2008      37.96      3.69    41.65     46.18
                                                                                
# 28-SUITE 4100                  RENEWAL 2                                      
Jane Edmonds Assoc       1,310    2/2008      37.96      3.69    41.65     48.03
                                                                                
# 37-SUITE 4150                  RENRWAL 2                                      
Colpitta                   420    2/2008      37.97      3.69    41.66     48.03
                                                                                
# 51                             RENEWAL 1                                      
LEASE UP                 1,986    2/2008      37.96      3.69    41.65     46.18
                                                                                
# 21-SUITE 3201                  RENEWAL 1                                      
Lease Up                 8,384    2/2008      37.96      3.69    41.65     46.18
<PAGE>              

                                                                          PAGE 6


                                  TERM/      BASE               TOTAL    MARKET
      TENANT         SQUARE FT   END DATE   RENT/SF   RECV/SF  RENT/SF   RENT/SF
- ------------------   ---------   --------   -------   -------  -------   -------
                     
# 35-SUITE 4140                  RENEWAL 1                                   
Lease-Up                   758    4/2008      37.96      3.69    41.65     46.18
                                                                                
# 30-SUITE 4105                  RENEWAL 2                                      
Standard Parking         2,366    4/2008      37.96      3.69    41.65     46.18
                                                                                
# 52                             RENEWAL 1                                      
LEASE UP                 8,724    4/2008      37.96      3.69    41.65     46.18
                                                                                
# 47-SUITE 4606                  RENEWAL 2                                      
Funding Resources          949    6/2008      37.96      3.69    41.65     48.03
                     ---------              -------   -------  -------   -------
14 FY108 EXPIRATIONS   154,374                37.79      3.56    41.35     46.02
                     ---------              -------   -------  -------   -------
87 CUMULATIVE EXPS   1,413,818                30.86      4.20    35.06     39.60
                                                                                
# 36-SUITE 4145                  RENEWAL 1                                      
Lease Up                 1,377    7/2008      37.96      3.69    41.66     46.18
                                                                                
# 26-SUITE 3500                  RENEWAL 1                                      
German Consulate        12,574    9/2008      37.96      3.69    41.65     48.03
                                                                                
# 12-SUITE 2300                  RENEWAL 2                                      
Cipriani Kremer          8,162    9/2008      37.96      3.69    41.65     48.03
                                                                                
# 32-SUITE 4120                  RENEWAL 2                                      
Copley Place Travl         865    9/2008      22.38      0.00    22.38     27.22
                                                                                
# 13-SUITE 2301                  RENEWAL 1                                      
Census Bureau           20,084   10/2008      37.96      3.69    41.65     48.03
                                                                                
# 17-SUITE 2403                  RENEWAL 1                                      
Census Expansion           823   10/2008      37.95      3.69    41.64     48.03
                                                                                
# 41-SUITE 4402                  RENEWAL 1                                      
Lease Up                   772   10/2008      37.96      3.70    41.66     46.18
                                                                                
# 34-SUITE 4135                  RENEWAL 2                                      
Emperial House             780    3/2009      39.48      3.88    43.35     49.95
                                                                                
# 16-SUITE 2402                  RENEWAL 2                                      
Bain & Co.              11,191    4/2009      39.48      3.87    43.35     48.03
                                                                                
# 20-SUITE 3200                  RENEWAL 2                                      
Fleet Bank              45,300    6/2009      39.48      3.87    43.35     48.03
                     ---------              -------   -------  -------   -------
10 FY109 EXPIRATIONS   101,928                38.68      3.76    42.44     47.83
                     ---------              -------   -------  -------   -------
97 CUMULATIVE EXPS   1,515,746                31.39      4.17    35.56     40.15
<PAGE>

                                RETAIL RENT ROLL
<PAGE>

                              Copley Place - Retail
                            PROJECT DESIGNATOR: FY-R
                            REVISION: 7/17/97 @ 15:18
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS
                                 7/21/97 @ 12:29

<TABLE>
<CAPTION>
                  PRIMARY/                                                   ANNUAL
                 SECONDARY   SQUARE LEASE  LEASE    OPTION    MINIMUM        MINIMUM     OVERAGE  CEILING  
     TENANT        CODES      FEET  BEGIN   END     #/MOS     RENT/SF          RENT         %      (000's)  
- ---------------- ---------  ------- -----  -----    ------ --------------  -----------   -------  -------  
<S>                 <C>      <C>    <C>    <C>      <C>    <C>     <C>       <C>         <C>      <C>      

# 1-SUITE ANCHOR    1       104,332  2/84   1/14      -            10.00     1,043,320    1.00    45,000   
NEIMAN MARCUS       -                                                                     0.50 UNLIMITED   
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           

# 2-SUITE A-0l               11,745  9/84   7/09     -             40.00       469,800                     
TIFFANY & CO                                               10/96   42.00       493,290                     
                                                           10/98   44.00       516,780                     
                                                           10/00   45.00       528,525                     
                                                           10/04   50.00       587,250                     
                                                                                                           
                                                    1- 60          67.24       789,773                     
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                    2- 60          81.81       960,880                     
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           

# 3-SUITE A-l0      7         5,166  9/86   1/04      -            40.00       206,640    5.00 UNLIMITED   
VICTORIA'S SECRET  -                                        2/97   50.00       258,300                     
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           

# 4-SUITE A-14      5         2,513  5/95   3/O5      -            65.00       163,345    6.00 UNLIMITED   
MARK CROSS          -                                                                                      
</TABLE>
                 
                   BREAKPOINT                          PRO RATA     % OF RENT
     TENANT          (000'S)     RECOVERIES           SHARE BASE    SUBJ TO CPI
- ----------------   ----------   ------------          -----------   -----------

# 1-SUITE ANCHOR          40,000 NEIMAN MARCUS CAM         ZERO
NEIMAN MARCUS                    REAL ESTATE TAX      1,235,030
                                 INSURANCE RECOVERY       1,881
                                 UTILITIES
                                 NEIMAN MARCUS HVAC
                                 MARKETING                 ZERO

# 2-SUITE A-0l           NATURAL CAM PRORATA + 15%         ZERO
TIFFANY & CO                     RET EXPENSE RECVRY        ZERO
                                 HVAC RECOVERY
                                 UTILITIES
                                 INSURANCE RECOVERY        ZERO
                                 MARKETING                 ZERO
                         NATURAL CAM PRORATA + 15%         ZERO
                                 RET EXPENSE RECVRY        ZERO
                                 HVAC RECOVERY
                                 UTILITIES
                                 INSURANCE RECOVERY        ZERO
                                 MARKETING                 ZERO
                         NATURAL CAM PRORATA + 15%         ZERO
                                 RET EXPENSE RECVRY        ZERO
                                 HVAC RECOVERY
                                 UTILITIES
                                 INSURANCE RECOVERY        ZERO
                                 MARKETING                 ZERO

# 3-SUITE A-l0           NATURAL CAM PR + 15% NOM          ZERO
VICTORIA'S SECRET                RET EXPENSE RECVRY        ZERO
                                 HVAC RECOVERY
                                 INSURANCE RECOVERY        ZERO
                                 MARKETING                 ZERO
                                 UTILITIES

# 4-SUITE A-14           NATURAL CAM PR + 15% NOM          ZERO
MARK CROSS                       RET EXPENSE RECVRY        ZERO
                                 HVAC RECOVERY
                                 INSURANCE RECOVERY        ZERO
                                 MARKETING                 ZERO
                                 UTILITIES
<PAGE>

                                                                          PAGE 2


<TABLE>
<CAPTION>
                  PRIMARY/                                                   ANNUAL
                 SECONDARY   SQUARE LEASE  LEASE    OPTION    MINIMUM        MINIMUM     OVERAGE  CEILING  
     TENANT        CODES      FEET  BEGIN   END     #/MOS     RENT/SF          RENT         %      (000's)  
- ---------------- ---------  ------- -----  -----    ------ --------------  -----------   -------  -------  
<S>                 <C>      <C>    <C>    <C>      <C>    <C>     <C>       <C>         <C>      <C>      
# 5-SUITE A-14b     6        3,846   4/96  1/06                    32.50       124,995    5.00 UNLIMITED   
BROOKSTONE          -                                 -     2/00   60.00       230,760                     
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 6-SUITE A-14d     2          484  11/95  7/09       -            35.00        16,940                     
TIFFANY STORAGE                                                                                            
                                                                                                           
# 7-SUITE A-15      5        2,604  10/94  1/05       -            53.08       138,220    6.00 UNLIMITED   
BEBE                                                                                                       
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 8-SUITE A-17      5         1,201 12/95  10/05      -            70.00        84,070    6.00 UNLIMITED   
KENNETH COLE        -                                                                                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 9-SUITE A-19      6         4,922  2/84   2/00      -            42.00       206,724    5.00 UNLIMITED   
POLO                -                                       3/96   42.88       211,055                     
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 10-SUITE A-21     6         4,506  9/84   7/99      -            30.00       135,180    6.00 UNLIMITED   
RIZZOLI             -                                                                                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 11-SUITE B-0l     5         2,370  1/94  12/03      -            43.79       103,782    5.00 UNLIMITED   
ARTFUL HAND GALLRY  -                                       6/96   44.65       1O5,821                                   
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
</TABLE>

                  
                    BREAKPOINT                          PRO RATA     % OF RENT
     TENANT           (000'S)     RECOVERIES           SHARE BASE    SUBJ TO CPI
- ----------------    ----------   ------------          -----------   -----------
                                              
# 5-SUITE A-14b           NATURAL CAM PR + 15% NOM         ZERO
BROOKSTONE                        RET EXPENSE RECVRY       ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY       ZERO
                                  MARKETING                ZERO
                                  UTILITIES

# 6-SUITE A-14d           NATURAL CAM PR + 15% NOM         ZERO
TIFFANY STORAGE                   RET EXPENSE RECVRY       ZERO
                     
# 7-SUITE A-15            NATURAL CAM PR + 15% NOM         ZERO
BEBE                              RET EXPENSE RECVRY       ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY       ZERO
                                  MARKETING                ZERO
                                  UTILITIES
                     
# 8-SUITE A-17            NATURAL CAM PR + 15% NOM         ZERO
KENNETH COLE                      RET EXPENSE RECVRY       ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY       ZERO
                                  MARKETING                ZERO
                                  UTILITIES
                     
# 9-SUITE A-19              4,221 CAM PR + 15% NOM         ZERO
POLO                              RET EXPENSE RECVRY       ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY       ZERO
                                  MARKETING                ZERO
                                  UTILITIES
                     
# 10-SUITE A-21           NATURAL CAM PR + 15% NOM         ZERO
RIZZOLI                           RET EXPENSE RECVRY       ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY       ZERO
                                  MARKETING                ZERO
                                  UTILITIES
                     
# 11-SUITE B-0l           NATURAL CAM PR + 15% NOM         ZERO
ARTFUL HAND GALLRY                RET EXPENSE RECVRY       ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY       ZERO
                                  MARKETING                ZERO
                                  UTILITIES
<PAGE>                                                                      

                                                                          PAGE 3

<TABLE>
<CAPTION>
                  PRIMARY/                                                   ANNUAL
                 SECONDARY   SQUARE LEASE  LEASE    OPTION    MINIMUM        MINIMUM     OVERAGE  CEILING  
     TENANT        CODES      FEET  BEGIN   END     #/MOS     RENT/SF          RENT         %      (000's)  
- ---------------- ---------  ------- -----  -----    ------ --------------  -----------   -------  -------  
<S>                 <C>      <C>    <C>    <C>      <C>    <C>     <C>       <C>         <C>      <C>      
                                                                                                          
# 12-SUITE B-04     7         6,602  6/95   1/08      -            47.57       314,057    6.00 UNLIMITED  
WILLIAMS-SONOMA     -                                       2/97   49.47       326,619                    
                                                            2/98   51.45       339,684                    
                                                            2/99   53.51       353,272                    
                                                            2/00   55.65       367,402                    
                                                            2/01   57.88       382,099                    
                                                            2/02   60.19       397,382                    
                                                            2/03   62.60       413,278                    
                                                            2/04   65.10       429,809                    
                                                            2/05   67.71       447,001                    
                                                            2/06   70.42       464,881                    
                                                            2/07   73.23       483,477                    
                                                                                                          
# 13-SUITE B-06     5          2,075 10/94  1/O5      -            60.00       124,500    6.00 UNLIMITED  
EILEEN FISHER       -                                      10/97   65.00       134,875                    
                                                           10/01   70.00       145,250                    
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
# 14-SUITE B-09     5         1,234  4/94   3/04      -            85.00       104,890    6.00 UNLIMITED  
LOUIS VUITTON       -                                       4/97   90.00       111,060                    
                                                            4/01   95.00       117,230                    
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
# 15-SUITE B-l0     5         2,368  3/90   4/04      -            56.00       132,608    6.00 UNLIMITED  
JOAN & DAVID        -                                      12/97   62.00       146,816                    
                                                           12/99   67.00       158,656                    
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
# 16-SUITE B-14     6         3,556  2/95   1/05      -            47.19       167,808    6.00 UNLIMITED  
GUCCI                                                       2/98   51.74       183,987                    
                                                            2/02   57.05       202,870                    
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
# 17-SUITE B-19     4           825  2/84   8/04     -             60.00        49,500    9.00 UNLIMITED  
SWEET TEMPTATIONS  -                                        9/97   65.00        53,625
                                                            9/01   70.00        57,750                    
                                                                                                          
                                                                                                          
                                                                                                          
</TABLE>

                      BREAKPOINT                         PRO RATA   % OF RENT
     TENANT             (000'S)     RECOVERIES          SHARE BASE  SUBJ TO CPI
- ----------------      ----------   ------------         ----------- -----------
                       
# 12-SUITE B-04             NATURAL CAM PR + 15% NOM          ZERO
WILLIAMS-SONOMA                     RET EXPENSE RECVRY        ZERO
                                    HVAC RECOVERY
                                    INSURANCE RECOVERY        ZERO
                                    MARKETING                 ZERO
                                    UTILITIES
                       
                       
                       
                       
                       
                       
                       
# 13-SUITE B-06             NATURAL CAM PR + 15% NOM          ZERO
EILEEN FISHER - 10/97               RET EXPENSE RECVRY        ZERO
                                    HVAC RECOVERY
                                    INSURANCE RECOVERY        ZERO
                                    MARKETING                 ZERO
                                    UTILITIES
                       
# 14-SUITE B-09             NATURAL CAM PR + 15% NOM          ZERO
LOUIS VUITTON                       RET EXPENSE RECVRY        ZERO
                                    HVAC RECOVERY
                                    INSURANCE RECOVERY        ZERO
                                    MARKETING                 ZERO
                                    UTILITIES
                       
# 15-SUITE B-l0             NATURAL CAM PR + 15% NOM          ZERO
JOAN & DAVID                        RET EXPENSE RECVRY        ZERO
                                    HVAC RECOVERY
                                    INSURANCE RECOVERY        ZERO
                                    MARKETING                 ZERO
                                    UTILITIES
                       
# 16-SUITE B-14             NATURAL CAM PR + 15% NOM          ZERO
GUCCI                               RET EXPENSE RECVRY        ZERO
                                    HVAC RECOVERY
                                    INSURANCE RECOVERY        ZERO
                                    MARKETING                 ZERO
                                    UTILITIES
                       
# 17-SUITE B-19             NATURAL CAM PR + 15% NOM          ZERO
SWEET TEMPTATIONS  -                RET EXPENSE RECVRY        ZERO
                                    HVAC RECOVERY
                                    INSURANCE RECOVERY        ZERO
                                    MARKETING                 ZERO
                                    UTILITIES
                                                                               
<PAGE>                                                                         

                                                                          PAGE 4


<TABLE>
<CAPTION>
                  PRIMARY/                                                   ANNUAL
                 SECONDARY   SQUARE LEASE  LEASE    OPTION    MINIMUM        MINIMUM     OVERAGE  CEILING  
     TENANT        CODES      FEET  BEGIN   END     #/MOS     RENT/SF          RENT         %      (000's)  
- ---------------- ---------  ------- -----  -----    ------ --------------  -----------   -------  -------  
<S>                 <C>      <C>    <C>    <C>      <C>    <C>     <C>       <C>         <C>      <C>      
                                                                                                          
# 18-SUITE B-20     3           450 10/89   9/99                   60.00        27,000    6.00 UNLIMITED  
COACH FOR BUSINESS  -                                 -                                                   
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
# 19-SUITE B-23     4           969  9/84   3/02      -            75.00        72,675    8.00 UNLIMITED  
CRABTREE & EVELYN   -                                                                                     
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
# 20-SUITE C-03     3           240  9/97   9/04      -            55.00        13,200    9.00 UNLIMITED  
CONFETTI            -                                      10/97   60.00        14,400                    
                                                           10/01   65.00        15,600                    
                                                                                                          
                                                                                                          
                                                                                                          
# 21-SUITE C-04     6         4,325 12/94  12/04      -            50.00       216,250    6.00 UNLIMITED  
BALLY OF SWTZRLAND  -                                                                                     
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
# 22-SUITE C-06     5         1,497  9/87   3/98      -            65.00        97,305    6.00 UNLIMITED  
MONDI              -                                        9/97   70.00       104,790                    
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
# 23-SUITE C-07     6         3,355  4/84   1/05      -            46.00       154,330    6.00 UNLIMITED  
FRENCH CONNECTION  -                                        9/97   49.00       164,395                    
                                                            9/01   52.00       174,460                    
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
# 24-SUITE C-09     5         1,000  9/95   9/05      -            65.00        65,000    7.00 UNLIMITED  
BOITEGA VENETA      -                                       9/00   75.00        75,000                    
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
</TABLE>
                  PR          
                 SECBREAKPOINT                           PRO RATA    % OF RENT
     TENANT        C  (000'S)     RECOVERIES            SHARE BASE   SUBJ TO CPI
- ---------------- -------------   ------------           -----------  -----------
                     
# 18-SUITE B-20           NATURAL CAM PR + 15% NOM            ZERO
COACH FOR BUSINESS                RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY          ZERO
                                  MARKETING                   ZERO
                                  UTILITIES
                     
# 19-SUITE B-23           NATURAL CAM PR + 15% NOM            ZERO
CRABTREE & EVELYN                 RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY          ZERO
                                  MARKETING                   ZERO
                                  UTILITIES
                     
# 20-SUITE C-03           NATURAL CAM PR + 15% NOM            ZERO
CONFETTI                          RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY          ZERO
                                  MARKETING                   ZERO
                     
# 21-SUITE C-04             4,325 CAM PR + 15% NOM            ZERO
BALLY OF SWTZRLAND                RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY          ZERO
                                  MARKETING                   ZERO
                                  UTILITIES
                     
# 22-SUITE C-06           NATURAL CAM PR + 15% NOM            ZERO
MONDI              -              RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY          ZERO
                                  MARKETING                   ZERO
                                  UTILITIES
                     
# 23-SUITE C-07           NATURAL CAM PR + 15% NOM            ZERO
FRENCH CONNECTION  -              RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY          ZERO
                                  MARKETING                   ZERO
                                  UTILITIES
                     
# 24-SUITE C-09           NATURAL CAM PR + 15% NOM            ZERO
BOITEGA VENETA                    RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY          ZERO
                                  MARKETING                   ZERO
                                  UTILITIES
                                                                          
                                                                          
<PAGE>                                                                    

                                                                          PAGE 5


<TABLE>
<CAPTION>
                  PRIMARY/                                                   ANNUAL
                 SECONDARY   SQUARE LEASE  LEASE    OPTION    MINIMUM        MINIMUM     OVERAGE  CEILING  
     TENANT        CODES      FEET  BEGIN   END     #/MOS     RENT/SF          RENT         %      (000's)  
- ---------------- ---------  ------- -----  -----    ------ --------------  -----------   -------  -------  
<S>                 <C>      <C>    <C>    <C>      <C>    <C>     <C>       <C>         <C>      <C>      
                                                                                                           
# 25-SUITE C-11     5         2,510 11/95   9/05      -            70.00       175,700    6.00 UNLIMITED   
ARMANI A/X          -                                      10/00   80.00       200,800                     
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 26-SUITE C-12     4           758  3/96   2/06      -           100.00        75,800    7.00 UNLIMITED   
STODDARDS           -                                                                                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 27-SUITE C-13     3           450  8/95   7/05      -            75.00        33,750    6.00 UNLIMITED   
MONT BLANC          -                                                                                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 28-SUITE C-14     5         2,164  2/84   2/07      -            42.00        90,888    6.00 UNLIMITED   
CACHE               -                                       3/97   55.00       119,020                     
                                                            3/00   60.00       129,840                     
                                                            3/04   65.00       140,660                     
                                                                                                           
                                                                                                           
                                                                                                           
# 29-SUITE C-l5     4           700  2/84  12/04      -            90.00        63,000    8,00 UNLIMITED   
GODIVA CHOCOLATIER  -                                      11/97  105.00        73,500                     
                                                           11/01  115.00        80,500                     
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 30-SUITE C-16     3           332 11/93  12/03      -            60.00        19,920    6.00 UNLIMITED   
 JUST WATCHES       -                                      11/96   75.00        24,900                     
                                                           11/00   90.00        29,880                     
                                                                                                           
                                                                                                           
                                                                                                           
# 33-SUITE C-19     3           281  2/84   2/99      -           140.93        39,601                     
FLEET BANK          -                                                                                      
</TABLE>
                               
                     BREAKPOINT                           PRO RATA   % OF RENT
     TENANT            (000'S)     RECOVERIES            SHARE BASE  SUBJ TO CPI
- ----------------     ----------   ------------           ----------- -----------
                      
# 25-SUITE C-11            NATURAL CAM PR + 15% NOM            ZERO
ARMANI A/X                         RET EXPENSE RECVRY          ZERO
                                   HVAC RECOVERY
                                   INSURANCE RECOVERY          ZERO
                                   MARKETING                   ZERO
                                   UTILITIES
                      
# 26-SUITE C-12               458 CAM PR + 15% NOM             ZERO
STODDARDS                          RET EXPENSE RECVRY          ZERO
                                   HVAC RECOVERY
                                   INSURANCE RECOVERY          ZERO
                                   MARKETING                   ZERO
                                   UTILITIES
                      
# 27-SUITE C-13           NATURAL CAM PR + 15% NOM             ZERO
MONT BLANC                         RET EXPENSE RECVRY          ZERO
                                   HVAC RECOVERY
                                   INSURANCE RECOVERY          ZERO
                                   MARKETING                   ZERO
                                   UTILITIES
                      
# 28-SUITE C-14            NATURAL CAM PR + 15% NOM            ZERO
CACHE                              RET EXPENSE RECVRY          ZERO
                                   HVAC RECOVERY
                                   INSURANCE RECOVERY          ZERO
                                   MARKETING                   ZERO
                                   UTILITIES
                      
# 29-SUITE C-l5            NATURAL CAM PR + 15% NOM            ZERO
GODIVA CHOCOLATIER                 RET EXPENSE RECVRY          ZERO
                                   HVAC RECOVERY
                                   INSURANCE RECOVERY          ZERO
                                   MARKETING                   ZERO
                                   UTILITIES
                      
# 30-SUITE C-16            NATURAL CAM PR + 15% NOM            ZERO
 JUST WATCHES                      RET EXPENSE RECVRY          ZERO
                                   HVAC RECOVERY
                                   INSURANCE RECOVERY          ZERO
                                   MARKETING                   ZERO
                                   UTILITIES
# 31-SUITE C-19            NATURAL NONE
FLEET BANK            
<PAGE>

                                                                          PAGE 6


<TABLE>
<CAPTION>
                  PRIMARY/                                                   ANNUAL
                 SECONDARY   SQUARE LEASE  LEASE    OPTION    MINIMUM        MINIMUM     OVERAGE  CEILING  
     TENANT        CODES      FEET  BEGIN   END     #/MOS     RENT/SF          RENT         %      (000's)  
- ---------------- ---------  ------- -----  -----    ------ --------------  -----------   -------  -------  
<S>                 <C>      <C>    <C>    <C>      <C>    <C>     <C>       <C>         <C>      <C>      
                                                                                                           
# 32-SUITE C-27     7         5,880  9/84   5/O5                   30.00       176,400    6.00 UNLIMITED   
LAURIAT'S BOOKS    -                                        5/96   40.00       235,200                     
                                                            5/98   43.00       252,840                     
                                                            5/02   46.00       270,480                     
                                                                                                           
                                                                                                           
                                                                                                           
# 33-SUITE C-28     9        21,566  4/84   1/00      -            17.50       377,405    9.00 UNLIMITED   
SONY THEATERS       -                                       3/97   17.87       385,384                     
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 34-SUITE C-28b    2           234 11/94  12/04      -            30.06         7,034                     
GODIVA STORAGE      -                                      11/97   40.09         9,381                     
                                                           11/01   43.09        10,083                     
                                                                                                           
                                                                                                           
                                                                                                           
# 35-SUITE D-06     7         7,434  3/89   2/04      -            25.00       185,850    6.00 UNLIMITED   
CHILI'S GRILL&BAR   -                                       3/97   27.00       200,718                     
                                                            3/99   30.00       223,020                     
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 36-SUITE D-O8     5         1,335 10/96   9/06      -            50.00        66,750    6.00 UNLIMITED   
PAVO REAL GALLERY                                          10/99   55.00        73,425                     
                                                           10/03   60.00        80,100                     
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 37-SUITE D-1O     4           675 10/95  12/O5      -            60.00        40,500    6.00 UNLIMITED   
PAVO REAL           -                                                                                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 38-SUITE 0-11     4           743 11/93   7/03                  100.00        74,300    8.00 UNLIMITED   
EASTERN NEWSSTAND   -                                                                                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
</TABLE>
                                                                             
                    BREAKPOINT                           PRO RATA   % OF RENT
     TENANT           (000'S)     RECOVERIES            SHARE BASE  SUBJ TO CPI
- ----------------    ----------   ------------           ----------- -----------
                     
# 32-SUITE C-27           NATURAL CAM PR + 15% NOM            ZERO
LAURIAT'S BOOKS                   RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY          ZERO
                                  MARKETING                   ZERO
                                  UTILITIES
                     
# 33-SUITE C-28           NATURAL CAM PRORATA + 15%           ZERO
SONY THEATERS                     RET EXPENSE RECVRY          ZERO
                                  INSURANCE RECOVERY          ZERO
                                  UTILITIES
                                  HVAC RECOVERY
                                  MARKETING                   ZERO
                     
# 34-SUITE C-28b          NATURAL CAM PR + 15% NOM            ZERO
GODIVA STORAGE                    RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY          ZERO
                                  MARKETING                   ZERO
                     
# 35-SUITE D-06           NATURAL CAM PR + 15% NOM            ZERO
CHILI'S GRILL&BAR                 RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY          ZERO
                                  MARKETING ZERO
                                  UTILITIES
                     
# 36-SUITE D-O8           NATURAL CAM PR + 15% NOM            ZERO
PAVO REAL GALLERY                 RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY          ZERO
                                  MARKETING                   ZERO
                                  UTILITIES
                     
# 37-SUITE D-1O           NATURAL CAM PR + 15% NOM            ZERO
PAVO REAL                         RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY          ZERO
                                  MARKETING                   ZERO
                                  UTILITIES
                     
# 38-SUITE 0-11           NATURAL CAM PR + 15% NOM            ZERO
EASTERN NEWSSTAND                 RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY          ZERO
                                  MARKETING                   ZERO
                                  UTILITIES
                     
                     
<PAGE>               

                                                                          PAGE 7


<TABLE>
<CAPTION>
                  PRIMARY/                                                   ANNUAL
                 SECONDARY   SQUARE LEASE  LEASE    OPTION    MINIMUM        MINIMUM     OVERAGE  CEILING  
     TENANT        CODES      FEET  BEGIN   END     #/MOS     RENT/SF          RENT         %      (000's)  
- ---------------- ---------  ------- -----  -----    ------ --------------  -----------   -------  -------  
<S>                 <C>      <C>    <C>    <C>      <C>    <C>     <C>       <C>         <C>      <C>      
                                                                                                           
                                                                                                           
# 39-SUITE D-13     4           800  1/96  12/05      -            75.00        60,000    6.00 UNLIMITED   
N LANDAU HYMAN      -                                       3/01   85.00        68,000                     
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 40-SUITE D-15     4           926 12/91   7/97      -            50.00        46,300    5.00 UNLIMITED   
H20 PLUS            -                                                                                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 41-SUITE D-15     4           926 11/97  10/07      -           125.00       115,750    6.00 UNLIMITED   
SWAROVSKI           -                                      10/02  135.00       125,010                     
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 42-SUITE D-16     4           774 11/95  10/00      -            75.00        58,050    6.00 UNLIMITED   
CUSTOM SHOP, THE    -                                                                                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 43-SUITE D-17     5         2,800 10/94   1/O5      -            55.00       154,000    6.00 UNLIMITED   
MUSEUM / FINE ARTS                                                                                         
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 44-SUITE D-19     5         2,400  2/84   2/06      -            32.02        76,848    5.00 UNLIMITED   
BEYLERIAN           -                                       3/96   40.00        96,000                     
                                                            3/00   45.00       108,000                     
                                                            3/04   50.00       120,000                     
                                                                                                           
                                                                                                           
                                                                                                           
# 45-SUITE D-21     5         1,520  3/94   2/04      -            60.00        91,200    6.00 UNLIMITED   
 JAEGER             -                                       3/97   64.00        97,280                     
                                                            3/01   68.00       103,360                     
                                                                                                           
                                                                                                           
                                                                                                           
</TABLE>
                               
                   BREAKPOINT                           PRO RATA   % OF RENT
     TENANT          (000'S)     RECOVERIES            SHARE BASE  SUBJ TO CPI
- ----------------  -----------   ------------           ----------- -----------
                    
# 39-SUITE D-13          NATURAL CAM PR + 15% NOM            ZERO
N LANDAU HYMAN                   RET EXPENSE RECVRY          ZERO
                                 HVAC RECOVERY
                                 INSURANCE RECOVERY          ZERO
                                 MARKETING                   ZERO
                                 UTILITIES
                    
# 40-SUITE D-15          NATURAL CAM PR + 15% NOM            ZERO
H20 PLUS                         RET EXPENSE RECVRY          ZERO
                                 HVAC RECOVERY
                                 INSURANCE RECOVERY          ZERO
                                 MARKETING                   ZERO
                                 UTILITIES
                    
# 41-SUITE D-15          NATURAL CAM PR + 15% NOM            ZERO
SWAROVSKI                        RET EXPENSE RECVRY          ZERO
                                 HVAC RECOVERY
                                 INSURANCE RECOVERY          ZERO
                                 MARKETING                   ZERO
                                 UTILITIES
                    
# 42-SUITE D-16          NATURAL CAM PR + 15% NOM            ZERO
CUSTOM SHOP, THE                 RET EXPENSE RECVRY          ZERO
                                 HVAC RECOVERY
                                 INSURANCE RECOVERY          ZERO
                                 MARKETING                   ZERO
                                 UTILITIES
                    
# 43-SUITE D-17          NATURAL CAM PR + 15% NOM            ZERO
MUSEUM / FINE ARTS               RET EXPENSE RECVRY          ZERO
                                 HVAC RECOVERY
                                 INSURANCE RECOVERY          ZERO
                                 MARKETING                   ZERO
                                 UTILITIES

# 44-SUITE D-19          NATURAL CAM PR + 15% NOM            ZERO
BEYLERIAN                        RET EXPENSE RECVRY          ZERO
                                 HVAC RECOVERY
                                 INSURANCE RECOVERY          ZERO
                                 MARKETING                   ZERO
                                 UTILITIES
                    
# 45-SUITE D-21          NATURAL CAM PR + 15% NOM            ZERO
 JAEGER                          RET EXPENSE RECVRY          ZERO
                                 HVAC RECOVERY
                                 INSURANCE RECOVERY          ZERO
                                 MARKETING ZERO
                                 UTILITIES
                      
                      
<PAGE>                

                                                                          PAGE 8


<TABLE>
<CAPTION>
                  PRIMARY/                                                   ANNUAL
                 SECONDARY   SQUARE LEASE  LEASE    OPTION    MINIMUM        MINIMUM     OVERAGE  CEILING  
     TENANT        CODES      FEET  BEGIN   END     #/MOS     RENT/SF          RENT         %      (000's)  
- ---------------- ---------  ------- -----  -----    ------ --------------  -----------   -------  -------  
<S>                 <C>      <C>    <C>    <C>      <C>    <C>     <C>       <C>         <C>      <C>      
                                                                                                           
# 46-SUITE D-24     8         9,014  5/84   3/99      -            22.19       200,021    8.00 UNLIMITED   
CRATE & BARREL      -                                                                                      
                                                                                                           
# 47-SUITE E-01     7         6,409  4/86  7/01.      -            40.00       256,360    6.00 UNLIMITED   
GAP, THE            -                                       9/98   47.00       301,223                     
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 48-SUITE E-03     7         7,318  1/98  12/07      -           20,00        146,360    5.0O UNLIMITED   
GAP EXPNS, THE      -                                                                                       
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 49-SUITE E-04     6         3,997 11/90  12/00      -            25.00        99,925    5.00 UNLIMITED   
CIRCUIT CITY XPRSS  -                                                                                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 5O-SUITE E-05     6         3,710  9/92  12/02      -            35.00       129,850    4.00 UNLIMITED   
DISNEY STORE, THE   -                                      10/96   38.00       140,980                     
                                                           10/98   41.00       152,110                     
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 51-SUITE E-09     7         6,581  8/90   8/02      -            40.00       263,240    5.00 UNLIMITED   
LIZ CLAIBORNE       -                                                                                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 52-SUITE E-10     4            692  5/92  4/02                   60.00        41,520    6.00 UNLIMITED   
CODE AZUR           -                                       5/97   70.00        48,440                     
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
</TABLE>
                              
                    BREAKPOINT                           PRO RATA   % OF RENT
     TENANT           (000'S)     RECOVERIES            SHARE BASE  SUBJ TO CPI
- ----------------    ----------   ------------           ----------- -----------
                     
# 46-SUITE D-24           NATURAL NONE
CRATE & BARREL       
                     
# 47-SUITE E-01           NATURAL CAM PR + 15% NOM            ZERO
GAP, THE                          RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY          ZERO
                                  MARKETING                   ZERO
                                  UTILITIES
                     
# 48-SUITE E-03           NATURAL CAM PR + 15% NOM            ZERO
GAP EXPNS, THE                    RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY          ZERO
                                  MARKETING                   ZERO
                                  UTILITIES
                     
# 49-SUITE E-04           NATURAL CAM PR + 1.5% NOM           ZERO
CIRCUIT CITY XPRSS                RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY          ZERO
                                  MARKETING                   ZERO
                                  UTILITIES
                     
# 5O-SUITE E-05           NATURAL CAM PR + 15% NOM            ZERO
DISNEY STORE, THE                 RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY          ZERO
                                  MARKETING                   ZERO
                                  UTILITIES
                     
# 51-SUITE E-09           NATURAL CAM PR + 15% NOM            ZERO
LIZ CLAIBORNE                     RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY          ZERO
                                  MARKETING                   ZERO
                                  UTILITIES
                     
# 52-SUITE E-10           NATURAL CAM PR + 15% NOM            ZERO
CODE AZUR                         RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY          ZERO
                                  MARKETING                   ZERO
                                  UTILITIES
<PAGE>

                                                                          PAGE 9


<TABLE>
<CAPTION>
                  PRIMARY/                                                   ANNUAL
                 SECONDARY   SQUARE LEASE  LEASE    OPTION    MINIMUM        MINIMUM     OVERAGE  CEILING  
     TENANT        CODES      FEET  BEGIN   END     #/MOS     RENT/SF          RENT         %      (000's)  
- ---------------- ---------  ------- -----  -----    ------ --------------  -----------   -------  -------  
<S>                 <C>      <C>    <C>    <C>      <C>    <C>     <C>       <C>         <C>      <C>      
                                                                                                           
# 53-SUITE E-32     5         2,086  3/92   9/05      -            60.00       125,160    6.00 UNLIMITED   
GYMBOREE            -                                       4/99   65.00       135,590                     
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 54-SUITE E-14     5         1,363  9/96   6/06      -            65.00       88,595     6.00 UNLIMITED   
EYEX                -                                       7/99   70.00       95,410                      
                                                            7/03   75.00      102,225                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 55-SUITE E-16     6         3,947  2/93   1/05      -            30.00       118,410    4.00 UNLIMITED   
NATURE COMPANY, THE -                                       2/97   35.00       138,145                     
                                                            2/00   40.00       157,880                     
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 56-SUITE F-01     7         5,596  9/92   8/04      -            36.00       201,456    5.00 UNLIMITED   
BANANA REPUBLIC     -                                      10/98   42.00       235,032                     
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 57-SUITE F-03     7         5,697  2/94   1/06      -            40.00       227,880    5.00 UNLIMITED   
LIMITED, THE        -                                       1/98   43.50       247,820                     
                                                            1/02   47.00       267,759                     
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 58-SUITE F-08     7          6,792  5/97  4/07      -             0.00             0    5.00 UNLIMITED   
J. CREW             -                                       7/97   30.00       203,760                     
                                                            5/00   35.00       237,720                     
                                                            5/04   40.00       271,680                     
                                                                                                           
                                                                                                           
# 59-SUITE F-13     1         3,590  9/91   1/14      -            26.06        93,555                     
NEIMAN'S EXPANSION  -                                                                                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
</TABLE>
                              
                     BREAKPOINT                           PRO RATA   % OF RENT
     TENANT            (000'S)     RECOVERIES            SHARE BASE  SUBJ TO CPI
- ----------------     ----------   ------------           ----------- -----------
                      
# 53-SUITE E-32            NATURAL CAM PR + 35% NOM            ZERO
GYMBOREE                           RET EXPENSE RECVRY          ZERO
                                   HVAC RECOVERY
                                   INSURANCE RECOVERY          ZERO
                                   MARKETING                   ZERO
                                   UTILITIES
                      
# 54-SUITE E-14            NATURAL CAM PR + 15% NOM            ZERO
EYE X                              RET EXPENSE RECVRY ZERO
                                   HVAC RECOVERY
                                   INSURANCE RECOVERY          ZERO
                                   MARKETING ZERO
                                   UTILITIES
                      
# 55-SUITE E-16            NATURAL CAM PR + 15% NOM            ZERO
NATURE COMPANY, THE                RET EXPENSE RECVRY          ZERO
                                   HVAC RECOVERY
                                   INSURANCE RECOVERY          ZERO
                                   MARKETING                   ZERO
                                   UTILITIES
                      
# 56-SUITE F-01            NATURAL CAM PR + 15% NOM            ZERO
BANANA REPUBLIC                    RET EXPENSE RECVRY          ZERO
                                   HVAC RECOVERY
                                   INSURANCE RECOVERY          ZERO
                                   MARKETING                   ZERO
                                   UTILITIES
                      
# 57-SUITE F-03            NATURAL CAM PR + 15% NOM            ZERO
LIMITED, THE                       RET EXPENSE RECVRY          ZERO
                                   HVAC RECOVERY
                                   INSURANCE RECOVERY          ZERO
                                   MARKETING                   ZERO
                                   UTILITIES
                      
# 58-SUITE F-08            NATURAL CAM PR + 15% NOM            ZERO
J. CREW                            RET EXPENSE RECVRY          ZERO
                                   HVAC RECOVERY
                                   INSURANCE RECOVERY          ZERO
                                   MARKETING                   ZERO
                      
# 59-SUITE F-13            NATURAL CAM PR + 15% MOM            ZERO
NEIMAN'S EXPANSION                 RET EXPENSE RECVRY          ZERO
                                   HVAC RECOVERY
                                   INSURANCE RECOVERY          ZERO
                                   MARKETING                   ZERO
                                   UTILITIES
<PAGE>

                                                                         PAGE 10


<TABLE>
<CAPTION>
                  PRIMARY/                                                   ANNUAL
                 SECONDARY   SQUARE LEASE  LEASE    OPTION    MINIMUM        MINIMUM     OVERAGE  CEILING  
     TENANT        CODES      FEET  BEGIN   END     #/MOS     RENT/SF          RENT         %      (000's)  
- ---------------- ---------  ------- -----  -----    ------ --------------  -----------   -------  -------  
<S>                 <C>      <C>    <C>    <C>      <C>    <C>     <C>       <C>         <C>      <C>      
                                                                                                           
# 60-SUITE G-05     7         5,985  2/84   1/99      -            33.42       200,019    5.00 UNLIMITED   
COMPAGNIE INTRNTNL  -                                                                                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 61-SUITE G-07     5         2,400  3/97   3/07      -            65.00       156,000    6.00 UNLIMITED   
BENTLEYS LUGGAGE    -                                                                                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 62-SUITE G-08     6         3,062  5/92   4/04      -            40.00       122,480    6.00 UNLIMITED   
GAP KIDS            -                                                                                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 63-SUITE G-10     4           815  3/94   2/04      -            42.50        34,638    6.00 UNLIMITED   
ENRICO CELLI        -                                                                                       
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 64-SUITE G-11     4           890 12/91  12/02      -            60.00        53,400    6.00 UNLIMITED   
KNOT SHOP           -                                       1/99   70.00        62,300                     
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 65-SUITE G-15     5         1,183 11/91  12/01      -            60.00        70,980    8.00 UNLIMITED   
BRASS BOOT          -                                      11/97   65.00        76,895                     
                                                           11/99   70.00        82,810                     
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 66-SUITE G-16     5         1,083 12/95  12/O5      -            50.00        54,15O    6.00 UNLIMITED   
EBX                 -                                      10/98   55.00        59,565                     
                                                           10/02   60.00        64,980                     
                                                                                                           
                                                                                                           
                                                                                                           
</TABLE>

                             
                   BREAKPOINT                           PRO RATA     % OF RENT
     TENANT          (000'S)     RECOVERIES            SHARE BASE    SUBJ TO CPI
- ----------------   ----------   ------------           -----------   -----------
                    
# 60-SUITE G-05          NATURAL CAM PR + 15% NOM            ZERO
COMPAGNIE INTRNTNL               RET EXPENSE RECVRY          ZERO
                                 INSURANCE RECOVERY ZERO
                                 HVAC RECOVERY
                                 UTILITIES
                    
# 61-SUITE G-07          NATURAL CAM PR + 15% NOM            ZERO
BENTLEYS LUGGAGE                 RET EXPENSE RECVRY          ZERO
                                 HVAC RECOVERY
                                 INSURANCE RECOVERY          ZERO
                                 MARKETING                   ZERO
                                 UTILITIES
                    
# 62-SUITE G-08          NATURAL CAM PR + 15% NOM            ZERO
GAP KIDS                         RET EXPENSE RECVRY          ZERO
                                 HVAC RECOVERY
                                 INSURANCE RECOVERY          ZERO
                                 MARKETING                   ZERO
                                 UTILITIES
                    
# 63-SUITE G-10          NATURAL CAM PR + 15% NOM            ZERO
ENRICO CELLI                     RET EXPENSE RECVRY          ZERO
                                 HVAC RECOVERY
                                 INSURANCE RECOVERY          ZERO
                                 MARKETING                   ZERO
                                 UTILITIES
                    
# 64-SUITE G-11          NATURAL CAM PR + 15% NOM            ZERO
KNOT SHOP                        RET EXPENSE RECVRY          ZERO
                                 HVAC RECOVERY
                                 INSURANCE RECOVERY          ZERO
                                 MARKETING                   ZERO
                                 UTILITIES
                    
# 65-SUITE G-15          NATURAL CAM PR + 15% NOM            ZERO
BRASS BOOT                       RET EXPENSE RECVRY          ZERO
                                 HVAC RECOVERY
                                 INSURANCE RECOVERY          ZERO
                                 MARKETING                   ZERO
                                 UTILITIES
                    
# 66-SUITE G-16          NATURAL CAM PR + 15% NOM            ZERO
EBX                              RET EXPENSE RECVRY          ZERO
                                 HVAC RECOVERY
                                 INSURANCE RECOVERY          ZERO
                                 MARKETING                   ZERO
                                 UTILITIES
  
<PAGE>

                                                                         PAGE 11


<TABLE>
<CAPTION>
                  PRIMARY/                                                   ANNUAL
                 SECONDARY   SQUARE LEASE  LEASE    OPTION    MINIMUM        MINIMUM     OVERAGE  CEILING  
     TENANT        CODES      FEET  BEGIN   END     #/MOS     RENT/SF          RENT         %      (000's)  
- ---------------- ---------  ------- -----  -----    ------ --------------  -----------   -------  -------  
<S>                 <C>      <C>    <C>    <C>      <C>    <C>     <C>       <C>         <C>      <C>      
                                                                                                           
# 67-SUITE G-18     3           421  3/90   3/00      -            50.00        21,050    6.00 UNLIMITED   
DESTINATION BOSTON  -                                                                                        
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 68-SUITE G-19     5         1,697  7/96  12/97      -             0.00             0    10.00 UNLIMITE   
RED SOX CLUBHOUSE   -                                                                                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 69-SUITE H-03     7         7,991  9/91  12/02      -            25.00       199,775    5.00 UNLIMITED   
SATURDAY MATINEE   -                                        1/01   30.00       239,730                     
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 70-SUITE H-05     6         3,101  3/90   3/00                   25.00        77,525    6.00 UNLIMITED   
KOWLOON CAFE       -                                        4/96   30.00        93,030                     
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 71-SUITE H-10     6         3,677  9/86   5/98      -            33.00       121,341    10.00 UNLIMITE   
CAFE SBARRO         -                                                                                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 72-SUITE H-13     4           528  1/98  12/02      -            78.00        41,184    10.00 UNLIMITE   
LEASE UP           -                                                                                       
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 73-SUITE H-14     4           700  2/84   5/08      -            60.00        42,000    8.00 UNLIMITED   
MRS FIELD'S        -                                        6/98   67.00        46,900                     
                                                            6/01   75.00        52,500                     
                                                            6/05   80.00        56,000                     
                                                                                                           
                                                                                                           
</TABLE>
                              
                    BREAKPOINT                           PRO RATA   % OF RENT
     TENANT           (000'S)     RECOVERIES            SHARE BASE  SUBJ TO CPI
- ----------------    ----------   ------------           ----------- -----------
                     
# 67-SUITE G-18           NATURAL CAM PR + 15% NOM            ZERO
DESTINATION BOSTON                RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY ZERO
                                  MARKETING ZERO
                                  UTILITIES
                     
# 68-SUITE G-19           NATURAL CAM PR + 15% NOM            ZERO
RED SOX CLUBHOUSE                 RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY ZERO
                                  MARKETING ZERO
                                  UTILITIES
                     
# 69-SUITE H-03           NATURAL CAM PR + 15% NOM            ZERO
SATURDAY MATINEE                  RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY ZERO
                                  MARKETING ZERO
                                  UTILITIES
                     
# 70-SUITE H-05           NATURAL CAM PR + 15% NOM            ZERO
KOWLOON CAFE                      RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY ZERO
                                  MARKETING ZERO
                                  UTILITIES
                     
# 71-SUITE H-10           NATURAL CAM PR + 15% NOM            ZERO
CAFE SBARRO                       RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY ZERO
                                  MARKETING ZERO
                                  UTILITIES
                     
# 72-SUITE H-13              ZERO CAM PR + 15% NOM            ZERO
LEASE UP                          RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY ZERO
                                  MARKETING ZERO
                                  UTILITIES
                     
# 73-SUITE H-14           NATURAL CAM PR + 15% NOM            ZERO
MRS FIELD'S                       RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY          ZERO
                                  MARKETING                   ZERO
                                  UTILITIES
                     
                     
<PAGE>               

                                                                         PAGE 12


<TABLE>
<CAPTION>
                  PRIMARY/                                                   ANNUAL
                 SECONDARY   SQUARE LEASE  LEASE    OPTION    MINIMUM        MINIMUM     OVERAGE  CEILING  
     TENANT        CODES      FEET  BEGIN   END     #/MOS     RENT/SF          RENT         %      (000's)  
- ---------------- ---------  ------- -----  -----    ------ --------------  -----------   -------  -------  
<S>                 <C>      <C>    <C>    <C>      <C>    <C>     <C>       <C>         <C>      <C>      
                                                                                                           
# 74-SUITE H-16     7         6,808  4/90   4/00      -            20.56       140,000    4.00 UNLIMITED   
LEGAL SEAFOOD       -                                                                                      
                                                                                                           
# 75-SUITE H-17     3           480  4/92   3/02      -            83.33        39,998    8.00 UNLIMITED   
CASWELL MASSEY      -                                                                                      
                                                                                                           
# 76-SUITE H-l8     3           480  7/94   2/04      -            93.75        45,000    7.00 UNLIMITED   
SUNGLASS HUT        -                                      3/97   104.17        50,002                     
                                                           3/01   114.58        54.998                     
                                                                                                           
                                                                                                           
                                                                                                           
# 77-SUITE H-19     3           480  5/97   4/98      -             0.00             0    8.00 UNLIMITED   
AKTEO               -                                                                                      
                                                                                                           
# 78-SUITE H-20     3           480  7/97   1/98      -            71.43        34,286    10.00 UNLIMITED  
SIMPLY CIGARS       -                                                                                      
                                                                                                           
# 79-SUITE J-01     4           986  3/94   2/04      -            55.00        54,230    7.00 UNLIMITED   
NANCY'S COFFEE      -                                       3/99   60.00        59,160                     
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 80-SUITE J-03     4           697  5/90   4/98      -            75.00        52,275    7.00 UNLIMITED   
TOPKAPI             -                                                                                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 81-SUITE J-04     5         1,290 12/84   7/99      -            50.00        64,5OO    9.00 UNLIMITED   
DOUBLE RAINBW CAFE  -                                                                                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 82-SUITE J-05     5         1,300 11/94   9/04      -            65.00        84,500    6.00 UNLIMITED   
ENZO ANGIOLINI      -                                                                                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
</TABLE>
                              
                    BREAKPOINT                           PRO RATA   % OF RENT
     TENANT           (000'S)     RECOVERIES            SHARE BASE  SUBJ TO CPI
- ----------------    ----------   ------------           ----------- -----------
                     
# 74-SUITE H-16           NATURAL ANNUAL CONTRIBUTN
LEGAL SEAFOOD        
                     
# 75-SUITE H-17           NATURAL NONE
CASWELL MASSEY       
                     
# 76-SUITE H-l8           NATURAL CAM PR + 15% NOM            ZERO
SUNGLASS HUT              RET EXPENSE RECVRY                  ZERO
                          HVAC RECOVERY
                          INSURANCE RECOVERY                  ZERO
                          MARKETING                           ZERO
                     
# 77-SUITE H-19           NATURAL NONE
AKTEO                
                     
# 78-SUITE H-20           NATURAL NONE
SIMPLY CIGARS        
                     
# 79-SUITE J-01           NATURAL CAM PR + 15% NOM            ZERO
NANCY'S COFFEE                    RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY          ZERO
                                  MARKETING                   ZERO
                                  UTILITIES
                     
# 80-SUITE J-03           NATURAL CAM PR + 15% NOM            ZERO
TOPKAPI                           RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY          ZERO
                                  MARKETING                   ZERO
                                  UTILITIES
                     
# 81-SUITE J-04           NATURAL CAM PR + 15% NOM            ZERO
DOUBLE RAINBW CAFE   
                                  RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY          ZERO
                                  MARKETING                   ZERO
                                  UTILITIES
                     
# 82-SUITE J-05           NATURAL CAM PR + 15% NOM            ZERO
ENZO ANGIOLINI       
                                  RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY          ZERO
                                  MARKETING                   ZERO
                                  UTILITIES
<PAGE>

                                                                         PAGE 13


<TABLE>
<CAPTION>
                  PRIMARY/                                                   ANNUAL
                 SECONDARY   SQUARE LEASE  LEASE    OPTION    MINIMUM        MINIMUM     OVERAGE  CEILING  
     TENANT        CODES      FEET  BEGIN   END     #/MOS     RENT/SF          RENT         %      (000's)  
- ---------------- ---------  ------- -----  -----    ------ --------------  -----------   -------  -------  
<S>                 <C>      <C>    <C>    <C>      <C>    <C>     <C>       <C>         <C>      <C>      
                                                                                                           
                                                                                                           
# 83-SUITE J-09     4           55O  3/94   2/04      -            85.00        46,750    6.00 UNLIMITED   
GOLDSMITH           -                                                                                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 84-SUITE J-10     5         1,150  6/87   7/97      -            55.00        63,250    6.00 UNLIMITED   
BOMBAY COMPANY      -                                                                                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 85-SUITE J-10     5         1,560 11/97  10/04      -            60.00        93,600    6.00 UNLIMITED   
HELLY HANSON        -                                                                                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 86-SUITE J-l1     3           410 10/94   8/97      -            55.00        22,550    9.00 UNLIMITED   
CONFETTI            -                                                                                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 87-SUITE J-12     4           839 11/87   9/97      -            63.57        53,335    6.00 UNLIMITED   
MIMI MATERNITY      -                                                                                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 88-SUITE J-13     5         1,532  1/98  12/07      -            65.00        99,580    6.00 UNLIMITED   
LEASE UP            -                                                                                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 89-SUITE J-15     5         1,532  8/91   8/01      -            60.00        91,920    6.00 UNLIMITED   
BENETTON            -                                       9/98   70.00       107,240                     
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
</TABLE>
                           
                 BREAKPOINT                           PRO RATA     % OF RENT
     TENANT        (000'S)     RECOVERIES            SHARE BASE    SUBJ TO CPI
- ---------------  ----------   ------------           -----------   -----------

# 83-SUITE J-09        NATURAL CAM PR + 15% NOM            ZERO
GOLDSMITH                      RET EXPENSE RECVRY          ZERO
                               HVAC RECOVERY
                               INSURANCE RECOVERY          ZERO
                               MARKETING                   ZERO
                               UTILITIES
                  
# 84-SUITE J-10        NATURAL CAM PR + 15% NOM            ZERO
BOMBAY COMPANY                 RET EXPENSE RECVRY          ZERO
                               HVAC RECOVERY
                               INSURANCE RECOVERY          ZERO
                               MARKETING                   ZERO
                               UTILITIES
                  
# 85-SUITE J-10        NATURAL CAM PR + 15% NOM            ZERO
HELLY HANSON                   RET EXPENSE RECVRY          ZERO
                               HVAC RECOVERY
                               INSURANCE RECOVERY          ZERO
                               MARKETING                   ZERO
                               UTILITIES
                  
# 86-SUITE J-l1        NATURAL CAM PR + 15% NOM            ZERO
CONFETTI                       RET EXPENSE RECVRY          ZERO
                               HVAC RECOVERY
                               INSURANCE RECOVERY          ZERO
                               MARKETING                   ZERO
                               UTILITIES
                  
# 87-SUITE J-12        NATURAL CAM PR + 15% NOM            ZERO
MIMI MATERNITY                 RET EXPENSE RECVRY          ZERO
                               HVAC RECOVERY
                               INSURANCE RECOVERY          ZERO
                               MARKETING                   ZERO
                               UTILITIES
                  
# 88-SUITE J-13        NATURAL CAM PR + 15% NOM            ZERO
LEASE UP                       RET EXPENSE RECVRY          ZERO
                               HVAC RECOVERY
                               INSURANCE RECOVERY          ZERO
                               MARKETING                   ZERO
                               UTILITIES
                  
# 89-SUITE J-15        NATURAL CAM PR + 15% NOM            ZERO
BENETTON                       RET EXPENSE RECVRY          ZERO
                               HVAC RECOVERY
                               INSURANCE RECOVERY          ZERO
                               MARKETING                   ZERO
                               UTILITIES
<PAGE>

                                                                         PAGE 14


<TABLE>
<CAPTION>
                  PRIMARY/                                                   ANNUAL
                 SECONDARY   SQUARE LEASE  LEASE    OPTION    MINIMUM        MINIMUM     OVERAGE  CEILING  
     TENANT        CODES      FEET  BEGIN   END     #/MOS     RENT/SF          RENT         %      (000's)  
- ---------------- ---------  ------- -----  -----    ------ --------------  -----------   -------  -------  
<S>                 <C>      <C>    <C>    <C>      <C>    <C>     <C>       <C>         <C>      <C>      
                                                                                                           
# 90-SUITE J-16     5         2,313  9/90   8/00      -            45.00       104,085    6.00 UNLIMITED   
JESSICA McCLINTOCK  -                                                                                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 91-SUITE J-18     5         1,800  2/95   3/05      -            53.62        96,516    6.00 UNLIMITED   
NINE WEST           -                                                                                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 92-SUITE J-19     2           250  6/87   7/97      -            25.00         6,250       -       -     
BOMBAY CO STORAGE   -                                                                                      
                                                                                                           
# 93-SUITE J-20     6         3,993 12/88  10/98      -            35.00       139,755    6.00 UNLIMITED   
EPISODE             -                                                                                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 94-SUITE K-01     6         4,000  4/95   3/05      -            40.00       160,000    6.00 UNLIMITED   
CHOICES             -                                                                                      
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
# 95-SUITE K-02     6         3,379  5/88   1/01      -            38.03       128,503    5.00 2,5OO       
SHARPER IMAGE       -                                       6/96   41.73       141,006    4.00 4,000       
                                                                                          3.00 5,000       
                                                                                          2.00 UNLIMITED   
                                                                                                           
                                                                                                           
                                                                                                           
# 96-SUITE K-03     3           326  9/92  12/15      -             0.00             0    6.00 UNLIMITED   
FLEUR-TACIOUS       -                                                                                      
                                                                                                           
# 97-SUITE K-04     3           110  1/85   2/99      -           120.00        13,200       -         -   
FLEET - STUART ST   -                                                                                      
                                                                                                           
# 98 SUITE K-06     4           700   9/85  8/97      -            15.00        l0,500    6.00 UNLIMITED   
NOUVEAU FASHIONS    -                                                                                      
                                                                                                           
# 99-SUITE K-08     4           805 11/92  10/97      -            15.00        12,075    6.00 UNLIMITED   
TREASURED LEGACY    -                                                                                      
</TABLE>
                              
                    BREAKPOINT                           PRO RATA   % OF RENT
     TENANT           (000'S)     RECOVERIES            SHARE BASE  SUBJ TO CPI
- ----------------    ----------   ------------           ----------- -----------
                     
# 90-SUITE J-16           NATURAL CAM PR + 15% NOM            ZERO
JESSICA McCLINTOCK                RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY          ZERO
                                  MARKETING                   ZERO
                                  UTILITIES
                     
# 91-SUITE J-18           NATURAL CAM PR + 15% NOM            ZERO
NINE WEST                         RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY          ZERO
                                  MARKETING                   ZERO
                                  UTILITIES
                     
# 92-SUITE J-19              -    NONE
BOMBAY CO STORAGE    
                     
# 93-SUITE J-20           NATURAL CAM PR + 15% NOM            ZERO
EPISODE                           RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY          ZERO
                                  MARKETING                   ZERO
                                  UTILITIES
                     
# 94-SUITE K-01           NATURAL CAM PR + l5% NOM            ZERO
CHOICES                           RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY          ZERO
                                  MARKETING                   ZERO
                                  UTILITlES
                     
# 95-SUITE K-02           2,000   CAM PR + 15% NOM            ZERO
SHARPER IMAGE                     RET EXPENSE RECVRY          ZERO
                                  HVAC RECOVERY
                                  INSURANCE RECOVERY          ZERO
                                  MARKETING                   ZERO
                                  UTILITIES
                     
# 96-SUITE K-03              ZERO NONE
FLEUR-TACIOUS        
                     
# 97-SUITE K-04              -    HVAC RECOVERY
FLEET - STUART ST    
                     
# 98 SUITE K-06               175 NONE
NOUVEAU FASHIONS     
                     
# 99-SUITE K-08           NATURAL NONE
TREASURED LEGACY     
                     
                     
<PAGE>               

                                                                         PAGE 15


<TABLE>
<CAPTION>
                  PRIMARY/                                                   ANNUAL
                 SECONDARY   SQUARE LEASE  LEASE    OPTION    MINIMUM        MINIMUM     OVERAGE  CEILING  
     TENANT        CODES      FEET  BEGIN   END     #/MOS     RENT/SF          RENT         %      (000's)  
- ---------------- ---------  ------- -----  -----    ------ --------------  -----------   -------  -------  
<S>                 <C>      <C>    <C>    <C>      <C>    <C>     <C>       <C>         <C>      <C>      
                                                                                                           
                                                                                                           
#100-SUITE K-09     -         1,544  1/95  12/00      -            15.00        23,160    6.00 UNLIMITED   
CRAMER'S HAIR SALN  -                                                                                      
                                                                                                           
#lO1-SUITE K-10     -         2,977  1/95  11/97      -             5.00        14,885    6.00 UNLIMITED   
MEH INTERNATIONAL                                                                                          
                                                                                                           
#102-SUITE K-11     -           410 12/93  11/98      -            10.00         4,100                     
RODOLPHO'S TAILRNG                                                                                         
                            -------                                                                                
                            370,899                                                                                          
                            =======                                                                                
</TABLE>
                              
                    BREAKPOINT                       PRO RATA     % OF RENT
     TENANT           (000'S)     RECOVERIES        SHARE BASE    SUBJ TO CPI
- ----------------    ----------   ------------       -----------   -----------
                         
#100-SUITE K-09               586 MARKETING               ZERO
CRAMER'S HAIR SALN   
                     
#lO1-SUITE K-10           NATURAL UTILITIES               ZERO
MEH INTERNATIONAL    
                     
#102-SUITE K-11           NATURAL UTILITIES               ZERO
RODOLPHO'S TAILRNG   
<PAGE>

                        RETAIL LEASE EXPIRATION SCHEDULE
<PAGE>

                              Copley Place - Retail
                            PROJECT DESIGNATOR: FY-R
                            REVISION: 1/17/97 0 15:18
                                EXPIRATION REPORT
                        YEARS 1998 TO 2015, ALL TENANTS,
                     INCLUDING OPTIONS. EXCLUDING RENEWALS,
                    EXCLUDING BASE LEASES AND PRIOR OPTIONS,
                      BASE RENTS EXCLUDING CPI ADJUSTMENTS,
                           INCLUDING PERCENTAGE RENTS
                                 7/21/97 @ 12:32

                                 TERM/       BASE               TOTAL    MARKET
      TENANT        SQUARE FT   END DATE    RENT/SF   RECV/SF  RENT/SF   RENT/SF
- ------------------  ---------   --------    -------   -------  -------   -------

# 40-SUITE D-15                  INITIAL                                        
H20 PLUS                  926     7/1997      50.00     30.34    80.33     81.12
                                                                                
# 84-SUITE J-10                  INITIAL                                        
BOMBAY COMPANY          1,150     7/1997      55.00     29.55    84.55     70.30
                                                                                
# 92-SUITE J-19                  INITIAL                                        
BOMBAY CO STORAGE         250     7/1997      25.01      0.00    25.01     37.86
                                                                                
# 86-SUITE J-11                  INITIAL                                        
CONFETTI                  410     8/1997      55.00     30.56    85.55    108.16
                                                                                
# 98-SUITE K-06                  INITIAL                                        
NOUVEAU FASHIONS          700     8/1997      15.00      0.00    15.00      0.00
                                                                                
# 87-SUITE J-12                  INITIAL                                        
MIMI MATERNITY            839     9/1997      63.58     30.49    94.07     81.12
                                                                                
# 99-SUITE K-08                  INITIAL                                        
TREASURED LEGACY          805    10/1997      15.00      0.00    15.00      0.00
                                                                                
#101-SUITE K-10                  INITIAL                                        
MEN INTERNATIONAL       2,977    11/1997       5.00      2.41     7.41      0.00
                                                                                
# 68-SUITE G-19                  INITIAL                                        
RED SOX CLUBHOUSE       1,697    12/1997      11.98     29.03    41.01     70.30
                                                                                
# 78-SUITE H-20                  INITIAL                                        
SIMPLY CIGARS             480     1/1998      71.43      0.00    71.43    104.00
                                                                                
# 22-SUITE C-06                  INITIAL                                        
MONDI                   1,497     3/1998      70.00     30.48   100.48     73.12
                                                                                
# 80-SUITE J-03                  INITIAL                                        
TOPKAPI                   697     4/1998      75.00     30.30   105.30     84.36
                                                                                
# 77-SUITE H-19                  INITIAL                                        
AXTEO                     480     4/1998      43.58      0.00    43.58    104.00
                                                                                
# 71-SUITE H-10                  INITIAL                                        
CAFE SEARRO             3,677     5/1998      33.00     32.58    65.58     56.24
                     --------               -------   -------  -------   -------
14 Ft 98 EXPIRATIONS   16,585                 35.16     20.69    55.85     52.58
                                                                                
# 93-SUITE J-20                  INITIAL                                        
EPISODE                 3,993    10/1998      35.00     30.50    65.50     56.24
                                                                                
#102-SUITE K-11                  INITIAL                                        
RODOLPHO'S TAILRNG        410    11/1998      10.01      2.52    12.53      0.00
                                                                                
# 60-SUITE G-05                  INITIAL                                        
COMPAGNIE INTRNTNL      5,985     1/1999      33.42     28.16    61.58     46.79
<PAGE>

                                                                          PAGE 2


                                 TERM/       BASE               TOTAL    MARKET
      TENANT        SQUARE FT   END DATE    RENT/SF   RECV/SF  RENT/SF   RENT/SF
- ------------------  ---------   --------    -------   -------  -------   -------

# 31-SUITE C-19                  INITIAL                                        
FLEET BANX                281     2/1999     140.93      0.00   140.93    116.99
                                                                                
# 97-SUITE K-04                  INITIAL                                        
FLEET - STUART ST         110     2/1999     120.00      0.55   120.55    116.99
                                                                                
# 46-SUITE D-24                  INITIAL                                        
CRATE & BARREL          9,014     3/1999      43.63      0.00    43.63     35.10
                     --------               -------   -------  -------   -------
 6 FY 99 EXPIRATIONS   19,793                 39.91     14.72    54.64     43.79
                     --------               -------   -------  -------   -------
20 CUMULATIVE EXPS     36,378                 37.74     17.44    55.19     47.80
                                                                                
# 10-SUITE A-21                  INITIAL                                        
RIZZOLI                 4,506     7/1999      30.00     30.45    60.45     58.49
                                                                                
# 81-SUITE J-04                  INITIAL                                        
DOUBLE RAINBW CAFE      1,290     7/1999      64.79     35.06    99.85     76.04
                                                                                
# 18-SUITE B-20                  INITIAL                                        
COACH FOR BUSINESS        450     9/1999     199.52     33.07   232.59    116.99
                                                                                
# 33-SUITE C-28                  INITIAL                                        
SONY THEATERS          21,566     1/2000      17.87     25.95    43.82     30.42
                                                                                
# 67-SUITE G-18                  INITIAL                                        
DESTINATION BOSTON        421     1/2000      50.00     32.67    82.66    121.67
                                                                                
#  9-SUITE A-19                  INITIAL                                        
POLO                    4,922     2/2000      43.49     32.49    75.99     60.83
                                                                                
# 70-SUITE H-05                  INITIAL                                        
KOWLOON CAFE            3,101     3/2000      30.00     35.67    65.68     60.83
                                                                                
# 74-SUITE H-16                  INITIAL                                        
LEGAL SEAFOOD           6,808     4/2000      41.99     21.53    63.53     48.67
                     --------               -------   -------  -------   -------
 8 FY100 EXPIRATIONS   43,064                 30.37     27.58    57.96     45.07
                     --------               -------   -------  -------   -------
28 CUMULATIVE EXPS     79,442                 33.75     22.94    56.69     46.32
                                                                                
# 90-SUITE J-16                  INITIAL                                        
JESSICA McCLINTOCK      2,313     8/2000      45.00     32.48    77.48     79.08
                                                                                
# 42-SUITE D-16                  INITIAL                                        
CUSTOM SHOP, THE          774    10/2000      93.61     37.88   131.49     91.25
                                                                                
# 49-SUITE E-04                  INITIAL                                        
CIRCUIT CITY XPRSS      3,997    12/2000      37.48     32.49    69.97     63.27
                                                                                
#100-SUITE K-09                  INITIAL                                        
CRAMER'S HAIR SALN      1,544    12/2000      15.00      2.76    17.76      0.00
                                                                                
# 95-SUITE K-02                  INITIAL                                        
SHARPER IMAGE           3,379     1/2001      49.72     34.76    84.48     63.27
                     --------               -------   -------  -------   -------
 5 FYlOl EXPIRATIONS   12,007                 43.10     29.65    72.75     59.98
                     --------               -------   -------  -------   -------
33 CUMULATIVE EXPS     91,449                 34.98     23.82    58.80     48.11
<PAGE>

                                                                          PAGE 3


                                 TERM/       BASE               TOTAL    MARKET
      TENANT        SQUARE FT   END DATE    RENT/SF   RECV/SF  RENT/SF   RENT/SF
- ------------------  ---------   --------    -------   -------  -------   -------
# 47-SUITE E-01                  INITIAL                                        
GAP, THE                6,409     7/2001      51.90     33.05    84.95     50.61
                                                                                
# 89-SUITE J-15                  INITIAL                                        
BENETTON                1,532     8/2001      70.00     33.02   103.02     82.25
                                                                                
# 65-SUITE G-l5                  INITIAL                                        
BRASS BOOT              1,183    12/2001      70.00     33.68   103.68     85.54
                                                                                
# 19-SUITE B-23                  INITIAL                                        
CRAETREE & EVELYN         969     3/2002      78.03     37.04   115.07     98.69
                                                                                
# 75-SUITE H-17                  INITIAL                                        
CASWELL MASSEY            480     3/2002      83.32      0.00    83.32    131.59
                                                                                
# 52-SUITE E-10                  INITIAL                                        
CODE AZUR                 692     4/2002      70.01     33.47   103.47     98.69
                     --------               -------   -------  -------   -------
 6 FY1O2 EXPIRATIONS   11,265                 60.96     32.07    93.03     69.12
                     --------               -------   -------  -------   -------
39 CUMULATIVE EXPS    102,714                 37.83     24.73    62.55     50.42
                                                                                
# 51-SUITE E-09                  INITIAL                                        
LIZ CLAIBORNE           6,581     8/2002      40.00     35.37    75.37     52.64
                                                                                
# 69-SUITE H-03                  INITIAL                                        
SATURDAY MATINEE        7,991    12/2002      30.00     34.24    64.24     54.74
                                                                                
# 64-SUITE G-11                  INITIAL                                        
KNOT SHOP                 890    12/2002      70.00     34.56   104.56    102.64
                                                                                
# 50-SUITE E-05                  INITIAL                                        
DISNEY STORE, THE       3,710    12/2002      41.00     33.78    74.78     68.43
                                                                                
# 72-SUITE H-13                  INITIAL                                        
LEASE UP                  528    12/2002      78.00     34.50   112.50     94.90
                     --------               -------   -------  -------   -------
 5 FY1O3 EXPIRATIONS   19,700                 38.51     34.55    73.06     59.86
                     --------               -------   -------  -------   -------
44 CUMULATIVE EXPS    122,414                 37.94     26.31    64.24     51.94
                                                                                
# 38-SUITE D-11                  INITIAL                                        
EASTERN NEWSSTAND         743     7/2003     194.50     41.62   236.12    102.64
                                                                                
# 11-SUITE B-01                  INITIAL                                        
ARTFUL HAND GALLRY      2,370    12/2003      44.65     35.99    80.64     92.52
                                                                                
# 30-SUITE C-16                  INITIAL                                        
JUST WATCHES              332    12/2003      90.00     37.52   127.52    142.33
                                                                                
#  3-SUITE A-10                  INITIAL                                        
VICTORIA'S SECRET       5,166     1/2004      50.00     39.06    89.06     42.70
                                                                                
# 79-SUITE J-01                  INITIAL                                        
NANCY'S COFFEE            986     2/2004      60.00     46.88   106.88    106.75
                                                                                
# 45-SUITE D-21                  INITIAL                                        
JAEGER                  1,520     2/2004      68.00     38.91   106.91     92.52
<PAGE>

                                                                          PAGE 4


                                 TERM/       BASE               TOTAL    MARKET
      TENANT        SQUARE FT   END DATE    RENT/SF   RECV/SF  RENT/SF   RENT/SF
- ------------------  ---------   --------    -------   -------  -------   -------

# 76-SUITE H-18                  INITIAL                                    
SUNGLASS HUT              480     2/2004     114.57     30.77   145.35    142.33
                                                                                
# 83-SUITE J-09                  INITIAL                                        
GOLDSMITH                 550     2/2004      85.00     42.96   127.96    106.75
                                                                                
# 35-SUITE D-06                  INITIAL                                        
CHILI'S GRILL&BAR       7,434     2/2004      38.40     42.68    81.07     56.93
                                                                                
# 63-SUITE G-10                  INITIAL                                        
ENRICO CELLI              815     2/2004      43.95     37.43    81.38    106.75
                                                                                
# 14-SUITE B-09                  INITIAL                                        
LOUIS VUITTON           1,234     3/2004     244.84     38.20   283.04     92.52
                                                                                
# 15-SUITE B-10                  INITIAL                                        
JOAN & DAVID            2,368     4/2004      67.00     37.01   104.01     92.52
                                                                                
# 62-SUITE G-08                  INITIAL                                        
GAP KIDS                3,062     4/2004      47.53     37.44    84.97     71.17
                     --------               -------   -------  -------   -------
13 FY1O4 EXPIRATIONS   27,060                 63.94     39.60   103.54     73.82
                     --------               -------   -------  -------   -------
57 CUMULATIVE EXPS    149,474                 42.64     28.71    71.36     55.90
                                                                                
# 17-SUITE B-19                  INITIAL                                        
SWEET TEMPTATIONS         825     8/2004      70.01     38.14   108.15    106.75
                                                                                
# 56-SUITE F-01                  INITIAL                                        
BANANA REPUBLIC         5,596     8/2004      64.17     37.44   101.61     56.93
                                                                                
# 82-SUITE J-05                  INITIAL                                        
ENZO ANGIOLINI          1,300     9/2004      75.00     38.77   113.77     92.52
                                                                                
# 20-SUITE C-03                  INITIAL                                        
CONFETTI                  240     9/2004      69.10     37.40   106.50    131.59
                                                                                
# 85-SUITE J-10                  INITIAL                                        
HELLY HANSON            1,560    10/2004      60.00     41.89   101.89     85.54
                                                                                
# 29-SUITE C-15                  INITIAL                                        
GODIVA CHOCOLATIER        700    12/2004     173.11     40.29   213.39    111.02
                                                                                
# 21-SUITE C-04                  INITIAL                                        
BALLY OF SWTZRLAND      4,325    12/2004      63.99     39.52   103.S1     74.01
                                                                                
# 34-SUITE C-28b                 INITIAL                                        
GODIVA STORAGE            234    12/2004      43.08     30.82    73.90     51.81
                                                                                
#  7-SUITE A-15                  INITIAL                                        
BEBE                    2,604     1/2005      53.08     40.73    93.81     96.22
                                                                                
# 43-SUITE D-17                  INITIAL                                        
MUSEUM / FINE ARTS      2,800     1/2005      65.46     38.70   104.16     96.22
                                                                                
# 13-SUITE B-06                  INITIAL                                        
EILEEN FISHER           2,075     1/2005      74.48     39.05   113.53     96.22
                                                                                
# 16-SUITE B-14                  INITIAL                                        
GUCCI                   3,556     1/2005      89.01     39.44   128.4S     74.01
<PAGE>

                                                                          PAGE 5


                                 TERM/       BASE               TOTAL    MARKET
      TENANT        SQUARE FT   END DATE    RENT/SF   RECV/SF  RENT/SF   RENT/SF
- ------------------  ---------   --------    -------   -------  -------   -------

# 55-SUITE E-16                  INITIAL                                        
NATURE COMPANY,TKE      3,947     1/2005      40.00     39.09    79.09     74.01
                                                                                
# 23-SUITE C-07                  INITIAL                                        
FRENCH CONNECTION       3,355     1/2005      52.00     39.09    91.09     74.01
                                                                                
# 91-SUITE J-18                  INITIAL                                        
NINE WEST               1,800     3/2005      59.07     40.47    99.54     96.22
                                                                                
# 94-SUITE K-01                  INITIAL                                        
CHOICES                 4,000     3/2005      49.00     41.10    90.10     74.01
                                                                                
#  4-SUITE A-14                  INITIAL                                        
MARX CROSS              2,513     3/2005      65.00     39.57   104.57     96.22
                                                                                
# 32-SUITE C-27                  INITIAL                                        
LAURIAT'S BOOKS         5,880     5/2005      46.00     38.88    84.88     59.21
                     --------               -------   -------  -------   -------
18 FY105 EXPIRATIONS   47,310                 61.16     39.28   100.45     77.88
                     --------               -------   -------  -------   -------
75 CUMULATIVE EXPS    196,784                 47.10     31.25    78.35     61.18
                                                                                
# 27-SUITE C-13                  INITIAL                                        
MONT BLANC                450     7/2005     154.27     40.16   194.43    148.02
                                                                                
# 24-SUITE C-09                  INITIAL                                        
BOTTEGA VENETA          1,000     9/2005      75.00     39.59   114.59     96.22
                                                                                
# 53-SUITE E-12                  INITIAL                                        
GYMBOREE                2,086     9/2005      65.00     39.37   104.37     96.22
                                                                                
# 25-SUITE C-11                  INITIAL                                        
ARMANI A/X              2,510     9/2005      91.47     40.14   131.61     96.22
                                                                                
#  8-SUITE A-17                  INITIAL                                        
KENNETH COLE            1,201    10/2005      90.21     40.14   130.35     96.22
                                                                                
# 37-SUITE D-10                  INITIAL                                        
PAVO REAL                 675    12/2005      73.60     39.56   113.16    115.46
                                                                                
# 39-SUITE D-13                  INITIAL                                        
N LANDAU HYMAN            800    12/2005      85.44     39.65   125.08    111.02
                                                                                
# 66-SUITE G-16                  INITIAL                                        
EBX                     1,083    12/2005      83.32     39.09   122.42    100.06
                                                                                
# 57-SUITE F-03                  INITIAL                                        
LIMITED, THE            5,697     1/2006      47.00     40.43    87.42     61.58
                                                                                
#  5-SUITE A-14b                 INITIAL                                        
BROOKSTONE              3,846     1/2006      60.00     39.45    99.45     74.01
                                                                                
# 26-SUITE C-12                  INITIAL                                        
STODDARDS                 758     2/2006     160.18     41.10   201.28    111.02
                                                                                
# 44-SUITE D-19                  INITIAL                                        
BEYLERIAN               2,400     2/2006      50.00     41.08    91.07    100.06
                                                                                
# 54-SUITE E-14                  INITIAL                                        
EYE X                   1,363     6/2006      75.00     39.85   114.85     96.22
                     --------               -------   -------  -------   -------
<PAGE>

                                                                          PAGE 6


                                 TERM/       BASE               TOTAL    MARKET
      TENANT        SQUARE FT   END DATE    RENT/SF   RECV/SF  RENT/SF   RENT/SF
- ------------------  ---------   --------    -------   -------  -------   -------

13 FY106 EXPIRATIONS   23,869                 69.90     40.03   109.93     87.42
                     --------               -------   -------  -------   -------
88 CUMULATIVE EXPS    220,653                 49.56     32.20    81.77     64.02
                                                                                
# 36-SUITE D-08                  INITIAL                                        
PAVO REAL GALLERY       1,335     9/2006      60.00     40.91   100.91     96.22
                                                                                
# 28-SUITE C-14                  INITIAL                                        
CACHE                   2,164     2/2007      65.00     41.52   106.52    104.07
                                                                                
# 61-SUITE G-07                  INITIAL                                        
BENTLEY'S LUGGAGE       2,400    3/2007       65.00     45.92   110.93     96.22
                                                                                
# 58-SUITE F-05                  INITIAL                                        
J. CREW                 6,792    4/2007       40.00     34.14    74.14     59.21
                     --------               -------   -------  -------   -------
4 FY107 EXPIRATIONS    12,691                 51.09     38.34    89.44     77.75
                     --------               -------   -------  -------   -------
92 CUMULATIVE EXPS    233,344                 49.65     32.54    82.18     64.77
                                                                                
# 41-SUITE D-15                  INITIAL                                        
SWAROVSKI                 926    10/2007     135.01     41.92   176.93    111.02
                                                                                
# 48-SUITE E-03                  INITIAL                                        
GAP EXPNS. THE          7,318    12/2007      38.77     40.97    79.74     61.58
                                                                                
# 88-SUITE J-13                  INITIAL                                        
LEASE UP                1,532    12/2007      65.00     41.73   106.73    100.06
                                                                                
# 12-SUITE B-04                  INITIAL                                        
WILLIAM-SONOMA          6,602     1/2008      73.23     43.66   116.89     66.60
                                                                                
# 73-SUITE H-14                  INITIAL                                        
MRS FIELD'S               700     5/2008      80.01     54.00   134.01    124.88
                     --------               -------   -------  -------   -------
5 FYLOS EXPIRATIONS    17,078                 61.35     42.66   104.02     72.25
                     --------               -------   -------  -------   -------
97 CUMULATIVE EXPS    250,422                 50.44     33.23    83.67     65.28
                                                                                
# 6-SUITE A-14d                  INITIAL                                        
TIFFANY STORAGE           484     7/2009      35.01     32.36    67.36     60.61
                                                                                
 1 FY110 EXPIRATIONS      484                 35.01     32.36    67.36     60.61
                                                                                
98 CUMULATIVE EXPS    250,906                 50.41     33.23    83.64     65.27
                                                                                
# 59-SUITE F-13                  INITIAL                                        
NEIMAN'S EXPANSION      3,590     1/2014      26.06     72.01    98.07      0.00
                                                                                
# 1-SUITE ANCHOR                 INITIAL                                        
NEIMAN MARCUS         104,332     1/2014      13.88     21.39    35.27      0.00
                     --------               -------   -------  -------   -------
 2 FY114 EXPIRATIONS  107,922                 14.28     23.08    37.36      0.00
                     --------               -------   -------  -------   -------
100 CUMULATIVE UPS    358,828                 39.55     30.17    69.72     45.64
<PAGE>

                        RETAIL PRO-JECT TENANT REGISTER
<PAGE>

                              Copley Place - Retail
                            PROJECT DESIGNATOR: FY-R
                            REVISION: 7/17/97 @ 15:18
                                 TENANT REGISTER
                                 7/21/97 @ 12:32

                TENANT                        SQUARE FEET   BEGIN DATE  END DATE
- --------------------------------------------  -----------   ----------  --------
#  1  - SUITE   ANCHOR    NEIMAN MARCUS           104,332       2/1984    1/2014
#  2  - SUITE   A-01      TIFFANY & CO             11,745       9/1984    7/2009
#  3  - SUITE   A-10      VICTORIA'S SECRET         5,166       9/1986    1/2004
#  4  - SUITE   A-14      MARK CROSS                2,513       5/1995    3/2005
#  5  - SUITE   A-14b     BROOKSTONE                3,846       4/1996    1/2006
#  6  - SUITE   A-14d     TIFFANY STORAGE             484      11/1995    7/2009
#  7  - SUITE   A-15      BEBE                      2,604      10/1994    1/2005
#  8  - SUITE   A-17      KENNETH COLE              1,201      12/1995   10/2005
#  9  - SUITE   A-19      POLO                      4,922       2/1984    2/2000
# 10  - SUITE   A-21      RIZZOLI                   4,506       9/1984    7/1999
# 11  - SUITE   B-01      ARTFUL HAND GALLRY        2,370       1/1994   12/2003
# 12  - SUITE   B-04      WILLIAMS-SONOMA           6,602       6/1995    1/2008
# 13  - SUITE   B-06      EILEEN FISHER             2,075      10/1994    1/2005
# 14  - SUITE   B-09      LOUIS VUITTON             1,234       4/1994    3/2004
# 15  - SUITE   B-10      JOAN & DAVID              2,368       3/1990    4/2004
# 16  - SUITE   B-14      GUCCI                     3,556       2/1995    1/2005
# 17  - SUITE   B-19      SWEET TEMPTATIONS           825       2/1984    8/2004
# 18  - SUITE   B-20      COACH FOR BUSINESS          450      10/1989    9/1999
# 19  - SUITE   B-23      CRABTREE & EVELYN           969       9/1984    3/2002
# 20  - SUITE   C-03      CONFETTI                    240       9/1997    9/2004
# 21  - SUITE   C-04      BALLY OF SWTZRLAND        4,325      12/1994   12/2004
# 22  - SUITE   C-06      MONDI                     1,497       9/1987    3/1998
# 23  - SUITE   C-07      FRENCH CONNECTION         3,355       4/1984    1/2005
# 24  - SUITE   C-09      BOTTEGA VENETA            1,000       9/1995    9/2005
# 25  - SUITE   C-11      ARMANI A/X                2,510      11/1995    9/2005
# 26  - SUITE   C-12      STODDARDS                   758       3/1996    2/2006
# 27  - SUITE   C-13      MONT BLANC                  450       8/1995    7/2005
# 28  - SUITE   C-14      CACHE                     2,164       2/1984    2/2007
# 29  - SUITE   C-15      GODIVA CHOCOLATIER          700       2/1984   12/2004
# 30  - SUITE   C-16      JUST WATCHES                332      11/1993   12/2003
# 31  - SUITE   C-19      FLEET BANK                  281       2/1984    2/1999
# 32  - SUITE   C-27      LAURIAT'S BOOKS           5,880       9/1984    5/2005
# 33  - SUITE   C-28      SONY THEATERS            21,566       4/1984    1/2000
# 34  - SUITE   C-28b     GODIVA STORAGE              234      11/1994   12/2004
# 35  - SUITE   D-06      CHILI'S GRILL&BAR         7,434       3/1989    2/2004
# 36  - SUITE   D-08      PAVO REAL GALLERY         1,335      10/1996    9/2006
# 37  - SUITE   D-10      PAVO REAL                   675      10/1995   12/2005
# 38  - SUITE   D-11      EASTERN NEWSSTAND           743      11/1993    7/2003
# 39  - SUITE   D-13      N LANDAU HYMAN              800       1/1996   12/2005
# 40  - SUITE   D-15      H20 PLUS                    926      12/1991    7/1997
# 41  - SUITE   D-15      SWAROVSKI                   926      11/1997   10/2007
# 42  - SUITE   D-16      CUSTOM SHOP, THE            774      11/1995   10/2000
# 43  - SUITE   D-17      MUSEUM / FINE ARTS        2,800      10/1994    1/2005
# 44  - SUITE   D-19      BEYELERIAN                2,400       2/1984    2/2006
# 45  - SUITE   D-21      JAEGER                    1,520       3/1994    2/2004
# 46  - SUITE   D-24      CRATE & BARREL            9,014       5/1984    3/1999
# 47  - SUITE   E-01      GAP, THE                  6,409       4/1986    7/2001
# 48  - SUITE   E-03      GAP EXPNS, THE            7,318       1/1998   12/2007
# 49  - SUITE   E-04      CIRCUIT CITY XPRSS        3,997      11/1990   12/2000
# 50  - SUITE   E-05      DISNEY STORE, THE         3,710       9/1992   12/2002
# 51  - SUITE   E-09      LIZ CLAIBORNE             6,581       8/1990    8/2002
# 52  - SUITE   E-10      CODE AZUR                   692       5/1992    4/2002
# S3  - SUITE   E-12      GYMBOREE                  2,086       3/1992    9/2005
# 54  - SUITE   E-14      EYE X                     1,363       9/1996    6/2006
# 55  - SUITE   E-16      NATURE COMPANY,THE        3,947       2/1993    1/2005
# 56  - SUITE   F-01      BANANA REPUBLIC           5,596       9/1992    8/2004
# 57  - SUITE   F-03      LIMITED, THE              5,697       2/1994    1/2006
# 58  - SUITE   F-08      J. CREW                   6,792       5/1997    4/2007
# 59  - SUITE   F-13      NEIMAN'S EXPANSION        3,590       9/1991    1/2014
# 60  - SUITE   G-05      COMPAGNIE INTRNTNL        5,985       2/1984    1/1999
# 61  - SUITE   G-07      BENTLEY'S LIXGAGE         2,400       3/1997    3/2007
# 62  - SUITE   G-08      GAP KIDS                  3,062       5/1992    4/2004
<PAGE>

Copley Place - Retail                                                     PAGE 2


               TENANT                     SQUARE FEET   BEGIN DATE     END DATE
- --------------------------------------    -----------   ----------     --------

# 63 - SUITE G-10   ENRICO CELLI                  815       3/1994       2/2004
# 64 - SUITE G-11   KNOT SHOP                     890      12/1991      12/2002
# 65 - SUITE G-15   BRASS BOOT                  1,183      11/1991      12/2001
# 66 - SUITE G-16   EBX                         1,083      12/1995      12/2005
# 67 - SUITE G-18   DESTINATION BOSTON            421       3/1990       1/2000
# 68 - SUITE G-19   RED SOX CLUBHOUSE           1,697       7/1996      12/1997
# 69 - SUITE H-03   SATURDAY MATINEE            7,991       9/1991      12/2002
# 70 - SUITE H-05   KOWLOON CAFE                3,101       3/1990       3/2000
# 71 - SUITE H-10   CAFE SBARRO                 3,677       9/1986       5/1998
# 72 - SUITE H-13   LEASE UP                      528       1/1998      12/2002
# 73 - SUITE H-14   MRS FIELD'S                   700       2/1984       5/2008
# 74 - SUITE H-16   LEGAL SEAFOOD               6,808       4/1990       4/2000
# 75 - SUITE H-17   CASWELL MASSEY                480       4/1992       3/2002
# 76 - SUITE H-18   SUNGLASS HUT                  480       7/1994       2/2004
# 77 - SUITE H-19   AKTEO                         480       5/1997       4/1998
# 78 - SUITE H-20   SIMPLY CIGARS                 480       7/1997       1/1998
# 79 - SUITE J-01   NANCY'S COFFEE                986       3/1994       2/2004
# 80 - SUITE J-03   TOPKAPI                       697       5/1990       4/1998
# 81 - SUITE J-04   DOUBLE RAINBW CAFE          1,290      12/1984       7/1999
# 82 - SUITE J-05   ENZO ANGIOLINI              1,300      11/1994       9/2004
# 83 - SUITE J-09   GOLDSMITH                     550       3/1994       2/2004
# 84 - SUITE J-10   BOMBAY COMPANY              1,150       6/1987       7/1997
# 85 - SUITE J-10   HELLY HANSON                1,560      11/1997      10/2004
# 86 - SUITE J-11   CONFETTI                      410      10/1994       8/1997
# 87 - SUITE J-12   MIMI MATERNITY                839      11/1987       9/1997
# 88 - SUITE J-13   LEASE UP                    1,532       1/1998      12/2007
# 89 - SUITE J-15   BENETTON                    1,532       8/1991       8/2001
# 90 - SUITE J-16   JESSICA McCLINTOCK          2,313       9/1990       8/2000
# 91 - SUITE J-18   NINE WEST                   1,800       2/1995       3/2005
# 92 - SUITE J-19   BOMBAY CO STORAGE             250       6/1987       7/1997
# 93 - SUITE J-20   EPISODE                     3,993      12/1988      10/1998
# 94 - SUITE K-01   CHOICES                     4,000       4/1995       3/2005
# 95 - SUITE K-02   SHARPER IMAGE               3,379       5/1989       1/2001
# 96 - SUITE K-03   FLEUR-TACIOUS                 326       9/1992      12/2015
# 97 - SUITE K-04   FLEET - STUART ST             110       1/1985       2/1999
# 98 - SUITE K-06   NOUVEAU FASHIONS              700       9/1985       8/1997
# 99 - SUITE K-08   TREASURED LEGACY              805      11/1992      10/1997
#100 - SUITE K-09   CRAMER'S HAIR SALN          1,544       1/1995      12/2000
#101 - SUITE K-10   MEH INTERNATIONAL           2,977       1/1995      11/1997
#102 - SUITE K-11   RODOLPHO'S TAILRNG            410      12/1993      11/1998
                                           ----------
       102 TENANTS                            370,899
                                           ==========
<PAGE>

                          RECENT RETAIL LEASE ANALYSIS
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
                                      COPLEY PLACE RECENT RETAIL LEASE ANALYSIS
- ----------------------------------------------------------------------------------------------------------------------
                          Occupancy                                                 Base Rent
Tenant                      Date      Term      Area      Suite #  Step Date      psf        Annual     % Step  % Rent
<S>                        <C>        <C>        <C>       <C>     <C>          <C>          <C>         <C>       <C> 
Storage Tenants:
Godiva Storage             Nov-94     10.2       234       C-28b                 30.06        7,034                 0%
                                                                    Nov-97       40.09        9,381      33.4%
                                                                   Nov-2001      43.09       10,083       7.5%
Tiffany Storage            Nov-95     l3.7       484       A-l4d                 35.00       16,940                 0%
======================================================================================================================
Average                               12.0                                       32.53

Small Tenants: 100 to 500 square feet
Confetti Fine Confection   Oct-94     10.0       410       J-11                  55.00       22,550                 9%
                                                                    Oct-97       60.00       24,600       9.1%
                                                                   Oct-2001      65.00       26,650       8.3%
Mont Blanc                 Jul-95     10.1       450       C-13                  75.00       33,750                 6%
Sunglass Hut               Aug-94      9.6       480       H-18                  93.75       45,000                 7%
                                                                    Mar-97      104.17       50,002      11.1%
                                                                   Mar-200l     114.58       54,998      10.0%
Akteo                      May-97      1.0       480       H-19                   0.00          0                   8%
======================================================================================================================
Average                                7.7                                       74.58                            7.3%

Small Tenants: 500 to 999 square feet
Pavo Real                  Oct-95     10.3       675       D-10                  60.00       40,500                 6%
Eastern Newsstand          Nov-93      9.7       743       D-11                 100.00       74,300                 8%
Custom Shop Shirtmaker     Nov-95      5.0       774       D-16                  75.00       58,050                 6%
N. Landau Hyman            Jan-96     10.0       800       D-13                  75.00       60,000                 6%
                                                                   Jan-2001      85.00       68,000      13.3%
Enrico Celli               Mar-94     10.0       815       G-10                  42.50       34,638                 6%
Sweet Temptations          Feb-94     10.6       825       B-19                  60.00       49,500                 9%
                                                                    Sep-97       65.00       53,625       8.3%
                                                                   Sep-200l      70.00       57,750       7.7%
Nancys Coffee Cafe         Mar-94     10.0       986       J-0I                  55.00       54,230                 7%
                                                                    Mar-99       60.00       59,160       9.1%
======================================================================================================================
Average                              9.4                                         66.79                            6.9%
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
                                      COPLEY PLACE RECENT RETAIL LEASE ANALYSIS
- ----------------------------------------------------------------------------------------------------------------------
                        Occupancy                                                 Base Rent
Tenant                    Date      Term      Area      Suite #   Step Date     psf        Annual    % Step   % Rent
<S>                      <C>        <C>       <C>        <C>     <C>           <C>        <C>        <C>       <C> 
Medium Tenants: 1,000 to 1,999 square feet
Bottega Veneta           Sep-95     10.1      1,000      C-09                  65.00      65,000                  7%
                                                                  Sep-2000     75.00      75,000     15.4%
EBX                      Dec-95     10.1      1,083      G-l6                  50.00      54,150                  6%
                                                                   Oct-98      55.00      59,565     10.0%
                                                                  Oct-2002     60.00      64,980      9.1%
Kenneth Cole             Nov-95     10.0      1,201      A-17                  70.00      84,070                  6%
Pavo Real - The Gallery  Nov-96      9.9      1,335      D-08                  50.00      66,750                  6%
                                                                   Oct-99      55.00      73,425     10.0%
                                                                  Oct-2003     60.00      80,100      9.1%
Eye-X                    Aug-96      9.9      1,363      E-14                  65.00      88,595                  6%
                                                                   Jul-99      70.00      95,410      7.7%
                                                                  JuI-2003     75.00     102,225      7.1%
Jaeger                   Mar-94     10.0      1,520      D-21                  60.00      91,200                  6%
                                                                   Mar-97      64.00      97,280      6.7%
                                                                  Mar-2001     68.00     103,360      6.3%
Nine West                Feb-95     10.2      1,800      J-18                  53.62      96,516                  6%
======================================================================================================================
Average                             10.0                                       59.09                            6.1%
                                              
Medium Tenants: 2,000 to 2,999 square feet    
Eileen Fisher            Oct-94     10.3      2,075      B-06                  60.00     124,500                  6%
                                                                   Oct-97      65.00     134,875      8.3%
                                                                  Oct-2001     70.00     145,250      7.7%
Artful Hand Gallery      Jan-94     10.0      2,370      B-01                  43.79     103,782                  5%
                                                                   Jun-96      44.65     105,821      2.0%
Bently's Luggage         Mar-97     10.1      2,400      G-07                  65.00     156,000                  6%
Armani AIX               Nov-95      6.9      2,510      C-11                  70.00     175,700                  6%
                                                                  Oct-2000     80.00     200,800     14.3%
Mark Cross               Oct-95      9.5      2,513      A-14                  65.00     163,345                  6%
Bebe                     Oct-94     10.3      2,604      A-15                  53.08     138,220                  6%
Museum of Fine Arts      Oct-94     10.3      2,800      D-17                  55.00     154,000                  6%
======================================================================================================================
Average                              9.6                                       58.84                            5.9%
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
                                      COPLEY PLACE RECENT RETAIL LEASE ANALYSIS
- ----------------------------------------------------------------------------------------------------------------------
                        Occupancy                                                 Base Rent
Tenant                    Date      Term      Area      Suite #   Step Date     psf        Annual    % Step   % Rent
<S>                      <C>        <C>       <C>        <C>     <C>           <C>        <C>        <C>       <C> 
Large Tenants: 3,000 to 4,999 square feet
French Connection        Dec-94     10.2      3,355      C-07                  46.00      154,330               6%
                                                                   Sep-97      49.00      164,395     6.5%
                                                                  Sep-2001     52.00      174,460     6.1%
Gucci                    Feb-95     10.0      3,556      B-14                  47.19      167,808               6%
                                                                   Feb-98      51.74      183,987     9.6%
                                                                  Feb-2002     57.05      202,870    10.3%
Bally of Switzerland     Jan-95     10.0      4,325      C-04                  50.00      216,250               6%
======================================================================================================================
Average                             10.1                                       47.73                          6.0%
                                                                                        
Large Tenants: 5,000 to 7,999 square feet                                               
The Limited              Jan-94     12.1      5,697      F-03                  40.00      227,880               5%
                                                                   Jan-98      43.50      247,820     8.7%
                                                                  Jan-2002     47.00      267,759     8.0%
Williams Sonoma          Jun-95     12.7      6,602      B-04                  47.57      314,057               6%
                                                                   Feb-97      49.47      326,619     4.0%
                                                                 Annual CPI                         
J. Crew                  May-97     10.0      6,792      F-08                   0.00        0                   5%
                                                                   Jul-97      30.00      203,760     N/A
                                                                  May-2000     35.00      237,720    16.7%
                                                                  May-2004     40.00      271,680    14.3%
======================================================================================================================
Average                             11.6                                       39.19                          5.3%
</TABLE>
<PAGE>

                       COMPARABLES SHOPPING CENTER SALES
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
1.    Confidential             1988      12/96    $30,159,000        --          100%        $112    12.5%  12.5%    9.0%    18.5%
      Michigan                                                                Fee Simple

2.    Confidential            1976/89    12/96    $22,317,000   $16,976,904      100%        $42     15.4%   N/A     9.0%    22.1%
      Tennessee                                                               Fee Simple

3.    Confidential - 2 Centers           12/96   $225,000,000        --           50%        $307     8.0%    N/A    N/A      N/A
      Pennsylvania                                                            Fee Simple

      Center 1                1981/96

      Center 2                1961/65
                              1983/95
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

1.    Strong center located in a middle market. Purchase excluded the department
      stores but included 6.22 acres of vacant land. Mall sales (1995): $229 per
      sq. ft. Occupancy (9/96); 99%. High OAR necessitated by the perceived
      flatness in the center s future income. (Little lease-up and no
      development potential.) Pro forma assumptions: 4% per year. Ratio of
      purchase price to mall sales: 0.5. Seller's analysis.

2.    Average center located in a middle market. Purchase included all of the
      department stores. Center impacted by competition. OAR recognizes
      perceived flatness in future cash flow, Mall sales (1995): $239 per sq.
      ft. Occupancy (9/96): 82.3%. Pro forma assumptions: 4% per year. Ratio of
      purchase price to mall sales: 0.3. Implied IRR is leveraged. Seller's
      analysis.

3.    Project of tremendous quality and appeal. Complex consists of two separate
      enclosed regional shopping centers.

      Purchase included the mall GLA plus the land under one of the department
      stores at Center 1; the mall GLA plus 2 of the departments stores and the
      land under another 3 department stores at Center 2.

      Mall sales (1995): Center l-$450 PSF and Center 2-$329 PSF. Occupancy at
      purchase: 90-92%.



                                       1
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
3.    Confidential - 2 Centers
      Pennsylvania (continued)

4.    Confidential            1956/95    12/96   $266,000,000        --          100%        $421     7.9%   7.9%    N/A      N/A
      Illinois                                                                Fee Simple

5.    Confidential            1967/89    12/96    $22,250,000        --          100%        $126    10.4%  10.4%   11.0%    20.1%
      California                                                               Leasehold
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

3.    With the recent redevelopment of the property, a large percentage of the
      space at the property was leased at market: resulting in a seemingly high
      overall rate for a center of this quality. Seller required a six month
      marketing period for this asset.

4.    Center of great quality. Purchase included the mall area. Mall sales
      (1995): $381 PSF. Occupancy at purchase: high 90's. Ratio of purchase
      price to mall sales: 1.0. Seller's 1st year OAR: 7.5%. Buyer's analysis.

5.    Solid center with good demographics. Onerous ground rent payments. Sale
      included mall area. Mall sales PSF (1995):$286. Occupancy at purchase:
      97.3%. Ratio of purchase price to mall sales: 0.4. Assumed growth: 4% per
      year. Seller's analysis.


                                       2
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
6.    Confidential                                   12/96       $52,000,000  $9,000,000
      Oklahoma

      Center I              1976/89/94                                           100%        N/A     11.0%   N/A    10.0%    13.0%
                                                                              Fee Simple

      Center 2                1980/93                                             50%        N/A     10.3%   N/A    10.5%    11.5%
                                                                              Fee Simple

7.    Confidential           1977/91    11/96    $74,490,000    $56,300,000      100%        $123     9.1%   9.0%    9.5%    15.2%
      California                                                              Fee Simple

8.    Confidential           1975/78    11/96    $43,686,000    $32,100,000      100%        $109     9.9%  11.9%   10.0%    15.8%
      Montana                                                                 Fee Simple
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

6.    Center located in a growing middle market which is the home of the
      University of Oklahoma. Purchase included the mall area, J.C. Penney store
      and Sears store (367,482 sq. ft.). Occupancy at purchase: 80%. Proforma
      growth: 2.7% per year average for rent.

      Center is located in a growing part of Oklahoma City (includes 3.3 acres
      of excess land). Purchase excluded department stores. Mall sales 1995:
      $211 per sq. ft. Occupancy at purchase: 77%. Pro forma assumptions: 3.0%
      per year (rent). Seller's analysis.

7.    Dominant center with expansion potential. Purchase included the mall and
      two of the department stores. Mall sales (1995): $263 PSF. Occupancy at
      purchase: 85.2%. Seller assumed 4% per year increase in sales, rent and
      expenses. Cash-on-cash rate: 9.0% (both OAR and COC off or 1996 forecasted
      cash flow and don't reflect the required capital payment of $3 million
      which is included as part of the purchase price). Ratio of purchase price
      to mall sales: 0.7. Seller's analysis.

8.    Dominant center (with expansion potential) located in a tertiary market.
      Sale included the mall area and two of the department stores. Mall sales
      (1995): $231 PSF. Occupancy at purchase: 97.5%. Seller assumed increase of
      4% per year


                                       3
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
9.    Confidential            1970/87    11/96   $168,000,000        --           100%       $486     6.1%   6.1%   7.25%    10.7%
      Southeast                                                               Fee Simple             (7.1%
                                                                                                     year 2)

10.   Confidential            1974/92    11/96    $86,400,000        --          100%        $274     8.9%   8.9%    N/A      N/A
      Illinois                                                                Fee Simple

11.   Confidential            1971/92    11/96    $44,000,000        --           100%        $80     9.9%   9.9%    N/A      N/A
      Tennessee                                                               Fee Simple

12.   Confidential            l973/93    10/96    $85,500,000        --          100%        $183     9.0%   9.0%    N/A      N/A
      Texas                                                                   Fee Simple
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

      in sales rent and expenses. Ratio a purchase price to mall sales: 0.6.
      Seller's analysis.

9.    Center of tremendous quality with expansion potential. Purchase included
      mall area and 16 acres of vacant land. Mall sales (1995): $429 per sq. ft.
      Occupancy at purchase: 95%. Ratio of purchase price to mall sales: 1.13.


10.   Solid performer with strong anchors and virtually no competition. Tertiary
      market location. Purchase included mall area. Mall sales: $317 PSF 1995
      ($330 PSF forecasted for 1996). Occupancy at purchase: 94%. Ratio of
      purchase price to mall sales: 0.9. Seller's analysis.

11.   Average center in a tertiary market with two strong performing anchors.
      Mall sales year ending 9/96: $245 PSF. Occupancy at purchase: 90%.
      Seller's analysis.

12.   Center of quality in great location in a competitive market. Sale included
      the mall area. Mall sales (year ending 6/30/96): $228 PSF. Occupancy at
      purchase: 85%. OAR on income in place (return is reported 9.4% on 1st year
      cash flow). Ratio of purchase price to mall sales: 0.8. Buyer's analysis.


                                       4
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
13.   Confidential            1978/90    8/96     $38,650,000   $2l,250,000       50%        $247     9.4%    N/A    N/A      N/A
      Georgia                                                                  Leasehold

14.   Confidential             1990      6/96     $37,000,000        --          100%        $234    10.3%    N/A    N/A      N/A
      California                                                               Leasehold

l5.   Confidential             1980      5/96     $37,250,000        --          100%        $147     9.3%   8.l%    9.5%    l2.0%
      Virginia                                                                 Leasehold

16.   Confidential             1986      3/96     $95,000,000   $57 million     37.5%        N/A      6.8%   4.7%    N/A      N/A
      Connecticut                                   (37.5%)                   Partnership
                                                                                Interest
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

13.   Solid performer which is to be expanded with a fifth department store.
      Buyer purchased the interest of its partner. Purchased excluded the
      department stores. In addition, 10 acres, which is to be used for the
      expansion ( and is owned in fee), was included in the purchase. Mall sales
      in 1995: $312 per sq. ft. Occupancy at purchase: 90%. Ration of purchase
      to price to mall sales: 0.8.

14.   Unenclosed center of quality. Sale did not include the department stores.
      Mall sales (1995): $340 per sq. ft. Occupancy at purchase: 88%. High first
      year return reflective of the leasehold interest being purchased (with
      stipulated ground rent payments reportedly limiting the buyer's upside)
      and a few small environment and engineering issues. Ratio of purchase
      price to mall sales: 0.7. Buyer's analysis.

15.   Center of quality, located in a tertiary market. Sale included the mall
      area and land underlying the Sears store. Mall sales (1995): $273 PSF.
      Occupancy at purchase: 95%. Pro forma assumptions (sales rent and
      expenses: 0-3% per year. Ratio of purchase price to mall sales: 0.7.
      Buyer's analysis

16.   Center of quality. Sale included the mall area and land underlying one of
      the department stores. Mall sales (1994): $405 per sq. ft. Occupancy at
      12/94: 96%.


                                       5
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
17.   Confidential            1962/90    3/96    $133,740,000        --           --         $355     7.6%   7.6%    N/A      N/A
      California

18.   Confidential             1981      3/96     $27,000,000        --          100%        $75     13.0%  13.0%    N/A     10.5%
      Pennsylvania                                                            Fee Simple

19.   Confidential            1969/86    12/95   $222,000,000        --          100%        $263     7.7%   7.7%    8.0%    11.0%
      New York                                                                Fee Simple

20.   Confidential            1973/91    12/95   $108,000,000   $66 million      100%        $690      N/A    N/A    N/A      N/A
      New York                                                    in debt     Fee Simple
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

17.   Center of quality, located in a competitive market, which is to be
      expanded. Purchase included the mall area and vacant I. Magnin store. Mall
      sales (1995): $300 per sq. ft. Ratio of mall sales to purchase price:
      1.18. Occupancy at purchase: 90%. Purchase price comprised of $123,000
      plus various earn-out funds related to the I. Magnin store and expansion
      cost reimbursements.

18.   Solid performer in its market with expansion capacity. Mall sales: $206
      per sq. ft. Occupancy at purchase: 94%. Assumed increases of 4% in sales
      and rent and 2% to 5% in expenses. Ratio of mall sales to purchase price:
      0.5. First year OAR perceived by buyer to reflect the market for this
      center and the relative flatness of the projected cash flow. Seller's
      analysis.

19.   Center of quality. Sale included the mall area, two of the four department
      stores and the land underlying a third. Mall sales: $400 per sq. ft.
      Occupacy at purchase: 88%. Pro forma assumptions (sales and rent): 2-3%
      annual growth. Ratio of purchase price to mall sales: 1.05. Buyer's
      analysis.

20.   Center of quality, located in a densely developed market. Sale included
      only the mall area. Mall sales (1995): $633 per sq. ft. Occupancy at
      purchase: 100%. Ratio of mall sales to purchase price was 1.09. Buyer's
      analysis.


                                       6
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
21.   Confidential            1977/88    12/95    $57,500,000  $38.2 million     100%        $283     N/A     N/A    N/A      N/A
      California                                                 in assumed   Fee Simple*
                                                                      debt

22.   Confidential             1971      12/95    $21,000,000        --          100%        $47     15.5%  15.5%   10.5%    12.0%
      Massachusetts                                                           Fee Simple

23.   Confidential            1981/92    9/95     $32,700,000   $21,800,000       30%        $327     6.6%   5.2%    7.0%    11.4%
      Texas                                                        (30%)      Fee Simple

24.   Confidential             1974      8/95     $64,174,858    $6,174,858       50%        $461     8.7%   7.6%    N/A      N/A
      New Jersey                                     (50%)         (50%)      Fee Simple
                                           7
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

21.   Sale involved $2.1 million in cash, operating units in the Macerich REIT
      and the assumption of existing debt. Sale included none of the department
      stores. Mall sales (1995): $261 per sq. ft. Occupancy at purchase: 93%.
      Ratio of purchase price to mall sales: 1.08. Buyer's analysis.

      * With a few ground leased parcels.

22.   Class B-C center, with one of its two department stores in Chapter 11 at
      the time of the purchase. Sale included the entire center. Assumed growth:
      -5%, -6%, -5%. -3% per year, then +4% per year for rent and sales, and 4%
      per year for expenses. Mall sales (1995): $284 per sq. ft. Occupancy:
      80.4%. Buyer reportedly received a good price due to the seller's timing
      constraints for sale. Seller's analysis.

23.   Center of great quality and appeal. Purchase included the mall area. Mall
      sales (1995): $325 per sq. ft. Occupancy at sale: 93%. Leveraged IRR was
      16.7%. Center purchased in 12/94 and a partial interest resold as of this
      date. Ratio of purchase price to mall sales: 1.02. Buyer's analysis.

24.   Center of quality, located in a very competitive market. Buyer owned other
      50% interest. Sale included mall area and land underlying Macy. Mall sales
      psf: $424. Occupancy at purchase: 97.2%. Pro forma assumptions (sales and
      rent): 1%, 2%, and then 3%. Expenses: 4% per year. Ratio of purchase price
      to mall sales: 1.09. Buyer's analysis.


                                       7
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
25.   Confidential             1990      8/95     $78,000,000   $21,000,000      100%        $105     9.5%    N/A    N/A      N/A
      Maryland                                                                Fee Simple

26.   Confidential             1974      8/95     $26,000,000        --          100%         --       --     --      --      --
      Arizona                                                                 Fee Simple

27.   Confidential             1980      6/95     $24,57l,000    $7,071,000       25%        $343     8.9%   8.1%    9.0%    12.3%
      California                                     (25%)         (25%)      Fee Simple
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

25.   Sale involved $55.6 million in cash, plus assumed debt and an allocation
      of operating partnership units in the Macerich REIT. Purchase included
      four of the five department stores. Mall sales (1995): $267 per sq. ft.
      Occupancy at purchase: 91.5%. Buyer's analysis.

26.   Two-level regional center, connected to another center of tremendous
      quality and appeal by a retail bridge. Although well-located, with two
      department stores (one of very strong appeal), this center was in need of
      remerchandising and some cosmetic renovation at the time of purchase.

      Center purchased by owner of the regional shopping center to which this
      property is attached. Of this purchase price, a portion was allocated to a
      freestanding office building.

27.   Center of quality, located in a competitive market. Buyer already owned
      other 75% interest. Sale included the mall area and land underlying
      Robinsons-May. Mall sales (1994): $360 psf. Occupancy at purchase: 93%.
      Pro forma: 4% per year - sales, rent and most expenses. First year
      cash-on-cash rate: 8.1%. IRR is unleveraged (leveraged rate was not
      calculated). Buyer's analysis.


                                       8
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
28.   Confidential             1992      4/95    $158,136,000        --           100%       $211     8.5%   7.8%    8.0%    10.7%
      Massachusetts                                                           Fee Simple             (after
                                                                                                    capital)

29.   Confidential             1977      2/95     $47,280,000        --           50%        $278      --     --      --      --   
      Illinois                                        (50%)                   Fee Simple

30.   Confidential           1961/80/    1/95     $43,687,000        --           100%       $107    12.6%  12.6%   10.75%   13.5%
      California                 84                                           Fee Simple
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

28.   Well located center of quality. High first-year OAR is, in part,
      reflective of the age of the center (opened in 1992) and its at or above
      market rents. Mall sales 1994: $262. Occupancy at purchase: 91%. Purchase
      included one department store, mall area and a number of junior department
      stores. Pro forma: 4% per year sales and rent, 3% per year expenses.
      Indicated ratio of purchase price to mall sales: 1.38. Buyer's analysis.

29.   Dominant center, located in a tertiary market. Interest originally
      purchased in December of 1992 for $38,175,000. Option exercised in January
      of 1995 (closed 2/95) to resell this interest in return for 2,022,247
      shares in the Simon REIT. With a share price on 1/31/95 of $23.38, a price
      of $47,280,000 is implied for this interest.

30.   One of the oldest regional shopping centers in Orange County. Buyer
      reportedly purchased for redevelopment potential. Mall sales 1994: $215
      per sq. ft. Occupancy at purchase: 96.3%. Purchase included mall area and
      land underlying one department store. Pro forma: 3.5% per year sales and
      rent, 3.0% per year expenses. Ratio of purchase price to mall sales: 0.5.
      Buyer's analysis.


                                       9
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
31.   Confidential            1970/91    1/95    $123,000,000        --          100%        $286     7.8%   7.8%    8.0%    10.5%
      California            Fee Simple

32.   Confidential            1981/91    1/95     $87,000,000   $45,257,025     99.8%        $143     7.8%    N/A    N/A      N/A
      Virginia                                      (99.8%)       (99.8%)     Fee Simple

33.   Collin Creek            1981/92    12/94   $108,000,000        --          100%        $297     6.7%   6.7%    7.0%    11.6%
      Plano, Texas                                                            Fee Simple
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

31.   Center of quality with expansion potential. Mall sales in 1994: $250 psf.
      Occupancy at purchase: 85%. Projections assume growth ranging from 3% to
      5% per year The purchase included only the mall area Ratio of purchase
      price to mall sales: 1.14. Center offered for sale in April 1994 at $153
      million. A letter of intent was withdrawn in September 1994 at $135
      million. Buyer's analysis.

32.   Center of quality, located in a rapidly growing area. [Purchase included
      all anchors but Sears (594,201 sf)]. Mall sales (1994): $259 psf.
      Occupancy at purchase: 94%. $84.7 million paid at closing and another $2.3
      million paid by the buyer in 12/95 (most of which is for an excess land
      parcel). Seller's analysis.

33.   Center of quality and appeal. Purchase included the mall area. Mall sales
      in 1993: $288 psf. Occupancy at sale: 96%. Projections assume growth of 5%
      per year in expenses and average increase of 5.7% per year in sales and
      rent. Ratio of purchase price to center sales: 1.03. Purchase included
      only the mall area. Buyer's analysis.


                                       10
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
34.   Simon -  3 Centers                            12/94       $153,225,000      --          100%
                                                                                          Fee Simple

- -     Broadway Square         1975/93     --      $44,000,000        --                       $98     8.7%   6.7%    9.0%    11.5%
      Tyler, Texas

- -     Orange Park           1975/85/91            $78,300,000        --                      $l71     8.2%   8.0%    8.5%    11.5%
      Jacksonville. Florida

- -     University Mall         1974/86     --      $29,400,000        --                      $125     8.6%   0.0%    8.5%    12.0%
      Pensacola, Florida
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

34.   Centers of quality, located in secondary or tertiary markets. Purchase
      price includes $1.5 million paid for excess land at 2 of the centers.
      Buyer's analysis.

- -     Mall sales 1994: $252 psf. Occupancy: 93.7%. Purchase included mall area
      and 2 department stores. Assumed growth rates: 3.5% per year. Ratio of
      purchase price to center sales: 0.8.

- -     Mall sales 1994: $231 psf. Occupancy: 97.8%. Purchase included mall area
      and one department store. Assumed growth: 3.5% per year in expenses; 0%
      per year for 2 years, 1%. 2% and 3.5% per year in sales; and 0%, 2% and
      3.5% in rent. Ratio of purchase price to center sales: 1.0.

- -     Mall sales 1994' $150 psf. Occupancy: 87.2%. Purchase included only mall
      area. Growth rates: 3.5% per year in expenses and sales and 0%, then 3.5%
      per year in rent. Ratio of purchase price to center sales: 0.8.


                                       11
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
35.   Biltmore Fashion       1963/92    12/94    $110,760,000        --          100%        $265     7.8%   7.8%     N/A     N/A
      Phoenix, Arizona          94                                            Fee Simple

36.   Independence Mall      1974/88     12/94    $53,100,000        --          100%        $135     8.0%+/- --     8.5%    12.l+/-
      Independence, Missouri                                                  Fee Simple

37.   Mall at St. Vincent    1977/91    12/94     $18,000,000        --           100%       $89     10.7%  10.7%    N/A      N/A
      Shreveport, Louisiana                                                   Fee Simple
                                                                                Includes
                                                                             small lshd.)

38.   Layton Hills            1980/91    9/94     $51,375,000        --           50%        $226     9.2%    N/A    N/A      N/A
      Salt Lake City, Utah                                                    Fee Simple
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

35.   Center of great quality and appeal with expansion capability. Purchase
      included mall area and department stores. In addition to $81.5 million in
      cash, the sellers received shares in TRG. Occupancy at purchase: 97%. Mall
      sales in 1994: $400 psf. Pro forma assumptions: 4% per year expenses; 5%.
      then 4% per year in rent; 13.8%, 5%, and then 4% per year in sales. Ratio
      of purchase price to center sales: 1.02.

36.   Class B-C center with some design problems -- tertiary location. Occupancy
      at purchase; 84%. Purchase included only the mall area. Purchase price
      included $1.7 million for deferred maintenance. Pro-forma: 4% per year
      sales, rent, and expenses. OAR varies (seller's first-year OAR of 7.6% to
      buyer's 8.0% +). Seller's analysis.

37.   Class B-C center located in a secondary market. Purchase included mall
      area. Occupancy: 88%. Mall sales (1993): $178 psf. Pro forma: Rent - 4%
      per year; Expenses - 3.5% per year; Sales -4% for one year, 6% for one
      year, 10% per year for two years, 5% for one year. and 4% per year
      thereafter. Buyer's analysis.

38.   Class B Center, located in a secondary market. Purchase included the
      entire center plus a convenience center. Occupancy at purchase: 96%.
      Buyer's Analysis.


                                       12
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
39.   Carolina East            1979      9/94     $13,325,000        --          100%        $95     10.6%  10.6%   10.0%    14.7%
      Greenville. North Carolina                                              Fee Simple

40.   Chesterfield Towne     1975/88/    7/94     $84,000,000   $68,000,000    Nominal       $155     9.0%    N/A    N/A      N/A
      Center                    95               (Nominal 65%)                    65%
      Richmond, Virginia                                                      Fee Simple

41.   North Shore             1985/90    7/94     $41,600,000   $34,000,000      100%        $118     8.9%    --     N/A      N/A
      Slidell, Louisiana                                                      Fee Simple

42.   Waterside Shops          1992      6/94     $65,250,000        -.          100%        $312    7.75%  7.75%    7.9%    11.0%
      Naples, Florida                                                         Fee Simple

43.   Riverchase Galleria      1986      2/94     $87,500,000   $40,000,000       50%        $411     7.4%    --     7.5%    11.5%
      Birmingham, Alabama                            (50%)          (50%)     Fee Simple
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

39.   Class B-C center, located in a secondary market. Occupancy at purchase:
      94%. Mall sales (1993): $193 psf. Sale included mall area. Pro forma: 4%
      per year sales, rent, and expenses. Ratio of purchase price to mall sales:
      0.5. Seller's analysis.

40.   Center of quality, located in a competitive market. Purchase included all
      three anchors and mall area. Mall sales (1993): $290 psf. Occupancy at
      purchase: 95%. Excluding value attributable to the anchors, a ratio of
      purchase price to mall sales of 1.11 is indicated. Buyer's analysis.

41.   Dominant center, located in a tertiary market. Purchase included mall area
      plus two department stores. Mall sales 1993: $219 psf. Occupancy at
      purchase: 86%. Ratio of purchase price to center sales: 1.10. Seller's
      analysis.

42.   Unenclosed specialty center, located in an affluent area. Purchase
      included in the entire center. Occupancy at sale: 97.4%. Mall sales: $285
      psf 1993, $306 projected for 1995. Pro forma growth: 5% per year increase
      in sales and rent; 4% per year in expenses. Analysis assumes freestanding
      tenant is added - otherwise OAR is 7- 7.5%. Ratio of purchase price to
      center sales: 1.22. Buyer's analysis.

43.   Center of quality and appeal. Purchase included mall area and outparcels.
      Mall sales 1994: $373 psf. Occupancy at sale: 94.5%. Pro forma assumption:
      4.5% per year in sales and rent and 4.0% per year in expenses. Ratio of
      purchase price to center sales: 1.10. Buyer's analysis.


                                       13
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
44.   Crossroads Mall         1974/91    2/94     $51,500,000        --           --         $138     10.3%  10.3%    N/A     N/A
      Oklahoma City, Oklahoma

45.   Arden Fair               1957/     12/93    $96,200,000        --           --         $452     7.0%   7.0%     N/A     N/A
      Sacramento. California    90                   (50%)

46.   Fiesta Mall              1979/     12/93   $124,300,000         *            *         $397     7.4%,   --     8.0%  +/-11%
      Mesa, Arizona             89

* Favorable note reportedly assumed (amount unknown).
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

44.   Class B-C center, located in a secondary market. Center on the market for
      some tune. Purchase included mall area. Mall sales 1993: $189 psf.
      Occupancy at purchase: 95%. Some redevelopment potential. Buyer's
      analysis.

45.   Dominant center of tremendous quality and appeal. Mall sales in 1993: $405
      per sq. ft. Purchase included only the mall area. Occupancy at purchase:
      90%. Ratio of purchase price to center sales: 1.12. Seller's analysis.

46.   Dominant regional shopping center located in a competitive market.
      Occupancy at purchase: 98.4%. Mall sales estimated to be $339 per sq. ft.
      in 1993. Purchase included mall area and land underlying the department
      stores. Projections assume increase in sales and expenses of 4% (rent and
      CPI increases are 3%, then 4% per year). With favorable financing,
      leveraged IRR is +/- 14%. (Existing anchors are on long-term ground
      leases.) Ratio of purchase price to center sales: 1.17. Buyer's analysis.


                                       14
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
47.   Galleria at              1981      12/93   $125,000,000        --           --         $311     7.1%   7.1%    7.5%    11.5%
      Fort Lauderdale
      Fort Lauderdale, Florida

48.   Stratford Square         1981      12/93   $119,000,000        --           --         $242     7.7%   7.3%     N/A     N/A
      Bloomingdale, Illinois

49.   Kenwood                 1958/88    l2/93   $194,000,000    $41,000,000      ---        $400     7.5%   7.5%    7.5%    11.3%
      Cincinatti, Ohio                             (implied)   (structure 2nd
                                                                participating
                                                                  mortgage)

50.   Westgate                 1982      l2/93   $71,100,000     $30,000,000    99.8%        $135     8.1%    --     8.5%    12.0%
      Amarillo, Texas                                                         Fee Simple
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

47.   Dominant center of quality and appeal, located in an affluent area. Mall
      sales in 1993 estimated to be $340 per sq. ft. Occupancy at purchase: 86%.
      Purchase included an earn-out payment of $3 million which the buyer
      reportedly chose to pay at closing on a discounted basis (not shown in
      purchase price). Purchase involved the mall area and land under-lying 4 of
      the 5 department stores. Ratio of purchase price to center sales: 1.10.
      Buyer's analysis.

48.   Center of quality located in a competitive market. Center benefits from
      its prime location in a growing area sale. Sale involved only the mall
      area. 1992 sales: $255 per sq. ft. Occupancy at purchase: 95%. Ratio of
      purchase price to center sales: 0.9. Buyer's analysis.

49.   Center of quality. Agreement involved the mall area and land underlying
      the J.C. Penney store. Occupancy at purchase: 97%. Sales in 1993 estimated
      to be $346 per sq. ft. Ratio of implied price to center sales is 1.16.
      Lender's analysis.

50.   Dominant center located in secondary market (in need of renovation). Sales
      included mall area and two department stores. Occupancy at purchase:
      93.5%. Growth in pro forma: 4% per year, rent and expenses 5% per year for
      mall sales, and 3% per year for anchor sales. Mall sales 1993: $230 psf.
      Seller's analysis.



                                       15
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
51.   Coronado Center          1964      9/93    $l15,000,000        --           --         $223     7.5%   7.5%   7.25%    11.0%
      Albuquerque, New Mexico

52.   Garden State Plaza       1957/     7/93    $190,000,000  $130,000,000      8.2%        $293     7.4%   5.4%   7.5%-    12.4%
      Paramus, New Jersey      82/84                 (50%)          (50%)        9.0%
                                 89

53.   Clackamas Town Center  1981        7/93     $33,873,965    $9,093,965      9.0%        $265    7.75%  5.20%    8.0%    11.5%
      Portland, Oregon                  (29.5%)     (29.5%)

54.   Carolina Place           1991/     6/93     $92,500,000        --           --          --      7.5%   7.5%    7.0%    12.1%
      Charlotte,                93                    (80%)
      North Carolina
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

51.   Dominant center. Occupancy at purchase: 92%. Mall Sales: $281 per sq. ft.
      in 1992. Purchase included mall area and one department store. Price per
      sq. ft. of mall area is $267. implying a ratio to center mall sales of 
      1.00. Buyer's analysis.

52.   Dominant center of tremendous quality and appeal, with expansion
      potential. Occupancy at purchase 99%. 1992 mall sales $434 per sq. ft.
      Purchase included all of the anchor store improvements and the mall area.
      Additional funds were contributed for a 50% interest in the land. Price
      per sq. ft. implied for the mall area was $634; representing a purchase
      price to mall sale ratio of 1.46. The leveraged IRR was reportedly 16.8%.
      Buyer's analysis.

53.   Dominant center with occupancy at purchase of 94%. Sale involved mall
      area. 1992 sales per sq. ft.: $301. Ratio of purchase price to center
      sales: 0.9. Implied leveraged IRR is 12.25%. Buyer's analysis.

54.   Well located center which should benefit from a growing trade area. Mall
      sales fiscal year 1992 -93: $200 per sq. ft. Occupancy at purchase: 75%.
      Purchase included mall, Sears and J.C. Penney (603,500 sq. ft). 12.1%
      yield represents return to the buyer. Buyer receives a preferred return of
      7.5% in the first year, then 7.75%, 8.0% and 8.25% per year thereafter.
      Buyer's analysis.


                                       16
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
55.   Montgomery Mall          1970/     6/93     $42,000,000        --          100%         $69     9.5%    --     8.5%    12.0%
      Montgomery, Alabama        88                                           Fee Simple

56.   The Mall at Short Hills  1957/     6/93    $140,000,000
      Short Hills, New Jersey  1980

57.   The Florida Mall         1986      5/93     $81,500,000   $37,500,000    variable      $322     7.4%   8.6%    7.5%    12.0%
      Orlando, Florida                                (50%)         (50%)

58.   Rivercenter              1988      5/93    $101,300,000   $14,500,000      5.0%        $242     8.7%   N/A     8.5%    12.2%
      San Antonio, Texas

59.   Sarasota Square          1977/     1/93     $84,000,000        --           --         $268     7.5%   7.5%    7.5%    11.0%
      Sarasota, Florida        86/89
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

55.   Dominant center in its market. Owner defaulted on its mortgage which was
      acquired by the lender. Occupancy: 86.5%. Sales (1992): $265 psf.

56.   Dominant center of great quality and appeal to be enhanced by an
      expansion. Occupancy at purchase 88%. Very high mall sales. Purchase
      included 50% interest in improvements, 100% of land underlying mall and
      retirement of the debt. Three anchors and mall GLA to be added to the
      center. High sales per sq. ft. Buyer's analysis.

57.   Dominant center with expansion potential. Occupancy at purchase: 99%. Very
      strong sales ($502 psf comp. in 1992). Purchase included mall area and one
      department store. Additional funds contributed for two outparcels. High
      cash-on-cash rate implied by low interest rate on debt. The leveraged IRR
      was reportedly 12.3%. Ratio of purchase price to sales 0.9. Buyer's
      analysis.

58.   Center of quality. Occupancy at purchase: 89% (85% mall tenants). 1992
      mall sales: $286 psf. Purchase included the land underlying the hotel and
      one department store. Indicated overall rate for the retail portion of the
      purchase reported to be 8.0%. Buyer's analysis.

59.   Dominant center in its market with expansion potential. Occupancy at
      purchase: 95%. 1992 mall sales between $260 and $270 per sq. ft. Ratio of
      purchase price to sales: 1 .00. Only mall area was included in the
      purchase. Buyer's analysis.


                                       17
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
60.   South Bay Galleria       1985      12/92    $64,000,000    $35,000,000   Variable      $351     6.5%    N/A    N/A      N/A
      Redondo Beach, California                  (nominal 50%)      (50%)

61.   The Avenues              1990      12/92    $82,000,000    $20,000,000    8.36%        $250     7.5%    N/A   7.25%   11.5%-
      Jacksonville, Florida                      (nominal 50%)                                                               11.7%

62.   White Oaks Mall          1977      12/92    $38,175,000                      -         $223     8.0%   8.0%    8.5%    12.0%
      Springfield, Illinois                           (50%)
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

60.   Dominant center of great quality and appeal. Occupancy at purchase: 90%.
      1992 mall sales $280 per sq. ft. Sale involved an 8% cumulative preferred
      return on the partnership level. Ratio of purchase price to sales: 1.25.
      Seller's analysis.

61.   Center of good quality (with expansion potential), located in an area of
      growth. Occupancy at purchase: 90%. 1992 estimated mall sales: $215 per
      sq. ft. Sale involved mall area and one of the department stores. Assumed
      growth rates: sales - 7% through 1997, then 6% per year; rent -6% per
      year; expenses - 5% per year. Buyer received a noncumulative preferred
      return of 8%, with the balance split 50/50. Implied yield on buyer's
      investment (with the preferred return) is 12.5% to 13%. Sale included a
      "look back" of 11.5% prior to any split of future sale proceeds. Ratio of
      purchase price to center sales: 1.50. Buyer's analysis.

62.   Dominant center located in a tertiary market. At the time of sale,
      Bergner's was in Chapter 11 and Kohl's had vacated its store (with this
      space to be converted to mall GLA). Occupancy at purchase: 86% (or 78%
      including Kohl's). 1991 sales: $233 per sq. ft. Assumed growth: sales and
      rent - 8% and then 4% per year; expenses - 4% per year. Transaction
      included $7 million contribution for their 50% share of costs related to a
      renovation program. Ratio of purchase price to center sales: 1.00. Buyer's
      analysis.


                                       18
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
63.   West Oaks Mall           1984      9/92     $75,000,000    $63,000,000      --         $189     7.3%    N/A    8.0%    12.0%
      Houston, Texas                               (implied)    (convertible)

64.   The Pavilions at         1990      8/92     $80,000,000    (All cash)       --         $137     6.5%   6.5%    7.0%    11.5%
      Buckland Hills                             (nominal 50%)
      Manchester, Connecticut

65.   Altamonte Mall          1974/90    7/92     $70,000,000    $10,399,085     8.5%        $248     6.5%   5.2%    7.1%    11.5%
      Orlando, Florida                                (50%)          (50%)

66.   Natick Mall             1966/81    6/92     $51,000,000    (All cash)       --          --      6.9%   6.9%     N/A     N/A
      Natick, Massachusetts

67.   Shoppers' World          1951      6/92     $19,800,000    (All cash)       --          --      7.0%   7.0%     N/A     N/A
      Framingham, Massachusetts
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

63.   10-year convertible debt on a class A regional shopping center with
      purchase option. One anchor included in the deal. Occupancy at purchase:
      93%. 1992 estimated sales: $260 PSF. Seller's analysis.

64.   Dominant center which is well located. Sale involved mall area and all of
      the department stores. Occupancy at purchase: 91%. 1992 mall sales: $354
      per sq. ft. Assumed growth rates: sales and rent -4% per year for four
      years and then 5% per year; expenses - 5% per year. Buyer received a
      non-cumulative preferred return of 9-10% and 50% of cash flow. Buyer's
      analysis.

65.   Solid performer with expansion potential. Sale included mall GLA and one
      department store. Occupancy at purchase: 95%. 1992 estimated sales: $307
      PSF. Assumed growth rates: 5% per year. Ratio of purchase price to center
      sales: 1.27. Buyer's analysis.

66.   Dominant center which is well located, but is in need of renovation.
      Center purchased simultaneously with Sale No. 42 with the intention of
      renovating and expanding the center with two additional anchor stores and
      more mall GLA. Buyer's analysis.

67.   Well located unenclosed center in need of extensive capital expenditures.
      Center purchased for the rights to the anchor store which will be
      relocated to Sale No. 41. Center to be demolished and replaced with a
      "power center". Buyer's analysis.


                                       19
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
68.   North Shore             1958/86    5/92    $102,875,000    (All cash)       --         $108     6.0%   6.0%     N/A     N/A
      Shopping Center
      Peabody, Massachusetts

69.   Town Center at          1980/86    4/92    $202,500,000    (All cash)       --         $517     6.6%   6.6%    7.0%    11.1%
      Boca Raton
      Boca Raton, Florida

70.   Oakview Mall             1991      4/92     $74,225,000    $25,000,000      --         $179     6.5%    N/A    7.5%    12.5%
      Omaha, Nebraska

71.   University Square Mall   1974      3/92     $85,000,000    (All cash)       --         $161     7.9%   7.9%    8.0%    11.5%
      Tampa, Florida
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

68.   Well located center with strong anchor alignment. Occupancy at purchase:
      81 %. Extensive redevelopment planned for the center over the next 2
      years. Given the changes planned for the center, IRR and residual cap.
      rate were reportedly calculated using a development approach and were not
      available. Mall sales: $270 PSF in 1990. Buyer's analysis.

69.   Well located center of quality and appeal. Sale excluded anchor
      improvements. Occupancy at purchase: 97%. Sales PSF 1991: $389 PSF (1992:
      $416 PSF), with ratio to purchase price of 1.24. Assumed growth: 2% then
      5% per year. Buyer's analysis.

70.   Dominant center, located in a secondary market, with expansion potential.
      Sales at stabilization (1993/94) assumed to be $227 PSF. Occupancy at
      purchase: 80%. OAR at stabilization: 7-8%. Unleveraged IRR: 11.0%. Ratio
      of purchase price to center sales: 1.00. Buyer's analysis.

71.   Dominant center in its market, which may be impacted by the 1992 opening
      of another regional shopping center in the area. However, buyer intends to
      substantially renovate the center in the near future. Purchase involved
      one department store and mall area. Occupancy at purchase: 98%. 1991 mall
      sales were $255 PSF, or $205 PSF for the owned area; implying a ratio of
      purchase price to center sales of 0.8. Buyer's analysis.


                                       20
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
72.   Glendale Galleria       1976-88    2/92     $96,944,000    (All cash)       --         $399     6.5%   6.5%    7.3%    11.0%
      Glendale, California

73.   Clackamas Town Center    1981      1/92    $86,400,000    $22,400,000     9.03%        $283     6.4%   6.0%    7.5%    12.5%
      Portland, Oregon

74.   Sarasota Square Mall     1977/     12/91    $80,000,000        --                      $257     7.5%    --     8.0%    12.5%
      Sarasota, Florida        86/89            (90% interest)

75.   Eastland Mall           1975/91    12/91    $74,760,000    (All cash)       --         $223     7.5%   7.5%    N/A    11.5%-
      Charlotte, North Carolina                                                                                              12.0%

76.   The Parks at Arlington   1988/     12/91    $92,500,000    (All cash)       --         $309     6.0%   6.0%    7.5%    12.0%
      Fort Worth, Texas        1990              (nominal 50%)

77.   South Hills Village      1965      12/91   $105,110,000    (All cash)       --         $175     6.8%   6.8%    7.5%    11.2%
      Pittsburgh, Pennsylvania
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

72.   Dominant center of quality and appeal. 91% occupied at purchase. Sale
      included only the mall area. Sales in 1991: $376 PSF, with a ratio to
      purchase price of 1.06. Buyer's analysis.

73.   Dominant center of quality and appeal. Well occupied center at purchase.
      Sale included only the mall area. Sales in 1991 were $300 PSF. Ratio of
      purchase price to sales: 0.9. Unleveraged IRR: 11.1%. Buyer's analysis.

74.   Seller provided a $56 million note and $16.2 line of credit.

75.   Solid center which caters to a middle income shopper. Competition exists
      in this market. 1991 sales (est.) $276 PSF. Seller's analysis.

76.   Dominant center which has been recently expanded. 80% occupied at
      purchase. Buyer received a 5 year guaranteed annual return ranging from
      8-9.5%. Sales in 1990 of $275 PSF. Buyer's analysis.

77.   Dominant center in its market. Center in need of renovation at the time of
      purchase. Excluding Sears, the outparcels and Woolworth, a net value of
      $320 PSF is implied with mall sales (net of Woolworth) in 1990 of $320
      PSF. Buyer's analysis.


                                       21
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
78.   Maine Mall               1971/     12/9l    $40,846,394    $22,387,500    8.625%        -.      7.3%   5.1%    8.0%    11.8%
      South Portland, Maine    1983                 (37.5%)        (37.5%)

79.   Alderwood Mall          1979/80    11/91   $103,750,000    (All cash)       --         $399     6.1%   6.1%    7.0%    11.8%
      Seattle, Washington

80.   The Oaks                1978/83    10/91    $95,000,000    (All cash)       --         $320     6.1%   6.1%    7.5%    11.1%
      Thousand Oaks,        California           (nominal 50%)

81.   Valley Fair              1986      8/91     $98,950,000    $38,450,000      --         $550     5.9%   2.4%    6.5%    11.1%
      Santa Clara, California                         (50%)          (50%)

82.   West Town                1972/     4/91     $36,750,000    (All cash)       --         $101     6.2%   6.1%    7.0%    12.9%
      Knoxville, Tennessee     1987                   (50%)

83.   Montclair Plaza          1968/     3/91    $210,500,000    $83,000,000      N/A        $294     5.7%   1.9%    6.5%    11.2%
      Montclair, California    1985

84.   Edison Mall              1965/     1/91    $115,200,000    (All cash)       --         $203     6.0%   6.0%    7.0%    10.5%
      Fort Myers, Florida      1985
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

78.   Dominant center in a secondary market which was in need of cosmetic
      upgrading at purchase. Excluding Woolworth and anchors, a price of $305
      PSF is indicated (a ratio of 1.0 to mall sales in 1990 of $302).
      (Leveraged IRR was 12.3%.) Buyer's analysis.

79.   Solid performer in need of some cosmetic upgrading. Some expansion
      potential. 1991 sales $321 PSF, indicating a ratio to purchase price PSF
      of 1.24. Buyer's analysis.

80.   Well located center of great quality. Sale involved a preferred return to
      buyer of 7-8%, with a guaranteed yield of 11 %. Buyer's analysis. A ratio
      of purchase price to 1990 sales of $292 PSF of 1.25 is implied.

81.   Dominant center in its market. Mall sales in 1990 were $444 PSF,
      indicating a ratio to purchase price of 1.24. Buyer's analysis.

82.   Dominant center with expansion potential, located in a secondary market.
      Buyer's analysis.

83.   Center of quality with expansion potential. Two strip centers were
      included as part of the purchase. Ratio of center sales to value of 0.9%.
      Excluding the anchors, a value of $400 PSE is implied, indicating a ratio
      to 1990 mall sales PSF of 1.20. Buyer's analysis.

84.   Dominant center in a secondary market, with minimal competition. Excluding
      the anchors, a value of $340 PSF is implied, indicating a ratio to 1990
      mall sales PSF of 1.14. Buyer's analysis.


                                       22
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
85.   Victor Valley            1986      1/91     $72,000,000    (All cash)       --         N/A      6.6%   6.6%    7.5%   11.55%
      Victorville, California                                        (70%)

86.   Paradise Valley          1979/     1/91     $80,000,000    (All cash)       --         $293     6.0%   6.0%   6.25%   10.75%
      Paradise Valley, Arizona 1990                  (50%)

87.   Fashion Center at        1989/     12/90   $230,000,000        --           --                   7.0%   --     6.0%    11.0%
      Pentagon City            1990                (implied)                                        (accrued)      (retail/   (14
      Arlington, VA                                                                                                 hotel)   yrs.)
                                                                                                                     7.0%
                                                                                                                   (office)

88.   Scottsdale Fashion       1989/    12/90    $132,500,000    (All cash)       --          --      6.2%   6.2%    6.5%   10.82%
      Square                   1990                  (50%)
      Scottsdale, AZ

89.   Crossroads Mall          1960/     12/90    $78,000,000    $63,000,000      --         $284     7.5%    --      --     12.2%
      Omaha, NE                1988                (implied)    (convertible)

90.   Neshaminy Mall           1968/    12/90     $50,500,000    (All cash)       --         $158     8.9%   8.9%    7.5%    14.5%
      Philadelphia, PA         1975/
                               1989
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

85.   Dominant center in a tertiary market with tremendous growth potential and
      limited retail competition. Preferred return ranging from 7.1% to 9.5%.

86.   Center was being expanded at purchase (50,000 sq. ft. unleased). Purchase
      included an annual guaranteed return of 6% through 12/95. (Actual 1st year
      return was less than 6%.) Seller's analysis.

87.   Participating preferred joint venture on new MXD (retail, hotel and
      office). Class A regional. 6.5% guaranteed return with 0.5% accrued
      equates to 7.0% OAR for two years. JV structure with buyer receiving 100%
      of cash flow and almost 100% of residual.

88.   Class A center. Anchors were included in sale, as were 2 small office
      buildings. 83% occupied at the time of the purchase. 87% of purchase price
      allocated at the center. Purchase included a guaranteed return of 6.27%
      for first 12 months. Residual cap. rate for mall 6.5%, 9% for the two
      office buildings and 7.5% for the ground leases.

89.   4-year convertible debt on Class A regional mall, located in a secondary
      market, and purchase option. Expanded and Dillard's added in 1988. 1990
      mall sales: $308 PSF.

90.   Class B center purchased for redevelopment potential and excess land. Dark
      anchor (Pomeroy's) and other two anchors have no operating covenant.
      Buyer's analysis.


                                       23
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
91.   Willowbrook Mall         1981/    12/90    $146,000,000   $48,667,000     10.75%       $348     5.5%    --     6.5%    11.0%
      Houston, TX              1986                                                                   (6.0%
                                                                                                   guarantee)

92.   The Pavilions at         1990     11/90    $136,870,000   $99,078,000     8.75%        $419     6.2%   N/A     6.5%    12.0%
      Buckland Hills
      Manchester, Connecticut

93.   Gennessee Valley Center  1970/     7/90    $110,000,000   $46,500,000     9.0%-        $312     6.7%   4.4%    7.0%    12.6%
      Flint, Ml                1979/                                            10.25%                                  
                               1987

94.   Lynhaven Mall            1981      6/90    $129,175,000    (All cash)       --          --      5.5%   5.5%    6.0%   10.75%
      Virginia Beach, Virginia                       (75%)

95.   Salem Center             1980      6/90     $33,350,000    (All cash)       --         $150     7.0%    --    7.25%    13.5%
      Salem, OR

96.   Lincoln Mall             1973      5/90     $91,330,500    (All cash)       --         $250     6.0%   6.0%    8.0%    11.4%
      Chicago. IL
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

91.   Class A center with sixth anchor opening late 1991. Strong 1990 sales:
      $266 PSF. 1.29 ratio price/ sales. Seller provided wrap financing through
      2/96. Sale included three-year guarantee of 6.23% return. Buyer's
      analysis.

92.   Class A, new center with sixth anchor being added in 1991. Sale involved
      one partner buying out another. 50% interest transferred. Sale included
      other consideration. 1990 sales: $349 PSF. 1.2 ratio price/sales.

93.   Dominant center in a secondary market with expansion potential for a
      fourth anchor. 1989 sales $279 PSF. Price to center sale ratio of


94.   Center with expansion potential. Sale includes one anchor and one junior
      anchor. Buyer's analysis.

95.   Inner city center, with mall area and anchors connected with sky bridges.
      At the time of purchase, the center was in need of remerchandising and a
      cosmetic upgrading. 87% occupied at purchase. Sales in 1990 were $170 PSF.

96.   Class B center. 1988 sales PSF $208. Vacant fourth anchor store formerly
      occupied by Wieboldts. Ratio of sales price to center sales is 1.20.
      Seller's 10-year analysis.


                                       24
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
97.   Coastland Center         1977/     4/90     $72,550,000    $18,839,000    12.25%       $226     6.0%   3.6%    7.0%   11.1%-
      Naples, FL               1985

98.   West Shore Plaza         1967/     3/90     $87,773,400        N/A          --         $185     5.5%    --      --      N/A
      Tampa, FL                1984

99.   Regency Square           1975/     1/90    $120,500,000    $15,400,000     8.5%-       $500     5.1%   4.2%    6.5%   10.06%
      Richmond, VA             1987                                                         10.25%

100.  Pan American             1956-     11/89   $215,750,000    $17,227,128    8.25%-        --      5.0%-   --     7.0%   10.0%-
      Properties                1979                                            9.875%                6.0%          (malls)  10.5%
      California (6),           plus                                                                 (malls)         9.0%   (malls)
      Washington (1),       expansions                                                                8.0%-        (strips) 11.0%-
      Arizona (1)                                                                                     8.5%                   12.0%
                                                                                                    (strips)               (strips)

101.  Woodfield Mall           1971      9/89    $237,500,000    (All cash)       N/A        $603     4.5%   4.5%    6.0%    12.1%
      Shaumberg, IL                                                  (50%)

102.  Fox Run Mall             1982-     6/89    $112,000,000    (All cash)       N/A        $438     5.3%   5.3%    7.0%    10.9%
      Newington, NH            l986

103.  Aetna Package            1968-     6/89    $195,000,000    (All cash)       N/A         --      7.4%   7.4%    7.0%   12.5% +
      Iowa, Arkansas, and      1977
      Colorado
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

97.   Class B center with expansion potential. (Buyer's 15 year projection.)
      Includes $13,100,000 in imputed value for the land (to be purchased at a
      later date). Purchase price to 1988 sales ratio of 0.9 indicated.

98.   Well-located Class B center purchased for redevelopment. Transaction
      reflects potential upgrading.

99.   1989 sales PSF $304. Value PSF distorted by inclusion of ground lease
      income. Ratio of sales price to center sales of 1.54. (IRR implied using
      seller's projections and a residual cap. rate of 6.5%.)

100.  Two regional and six community centers. The regional centers are well
      located but were in a somewhat neglected physical condition at purchase.
      Expansion potential exists at both centers. Strip centers average.

101.  Class A center with expansion potential. Ratio of sales price to center
      sales of 1.67.

102.  Buyer's analysis. Class A center.

103.  Buyer's analysis. 8 regional centers and 1 strip center included in sale.
      Dominant centers in their respective markets.


                                       25
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
104.  Oak Court Shopping       1988      5/89     $78,700,000    (All cash)       N/A        $284     5.2%   5.2%    7.5%   10.25%
      Center and Office                                                                              (mall) (mall)  (mall)  (mall)
      Building                                                                                        $114   2.4%    2.4%    8.5%
      Memphis, TN                                                                                    (off.) (off.)  (off.)  (off.)

105.  Rhode Island Mall        1967-     5/89     $79,000,000    (All cash)       --          --      5.8%   5.8%    8.0%    10.5%
      Warwick, RI              1985

106.  McAlister Square         1968-     4/89     $20,800,000    $20,000,000      --          --      6.4%    --      --      --
      Greenville, SC           1974

107.  Patrician Malls          1972-     2/89    $163,778,765    $16,400,000      9%          --      6.0%-  5.4%-  7.25%-  11.3%-
      Maryland (3)             1981                                                                   7.1%   6.4%    8.0%    12.0%
                                                                                                                            (11.6%
                                                                                                                             avg.)

108.  Century 111 Mall         1979      1/89     $66,250,000    (All cash)       --         $234     6.1%   5.7%   7.25%    11.2%
      West Mifflin, PA                               (50%)

109.  Midwest Malls            1970-     1/89    $212,000,000    (All cash)       --          --      4.8%   4.8%    N/A     11.1%
      Minnesota (1)            1975
      Michigan (1)

110.  Montebello Town Center   1985      12/88   $129,500,000    (All cash)       --         $279     6.0%   6.0%    6.0%    10.5%
      Montebello, CA

111.  Queens Center            1973      12/88    $80,000,000    (All cash)       --         $487     6.5%   6.5%    N/A    10.0%-
      Elmhurst, NY                                                                                                           10.5%

112.  Spring Hill Mall         1980-     12/88   $122,500,000    (All cash)       --          --      5.0%   5.0%    6.5%    11.3%
      West Dundee, IL          1986                  (100%)
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

104.  Buyer's analysis. Class A center located in a dense and relatively
      affluent trade area. Sale price includes $1,700,000 anticipated to be
      spent on TIs and commissions to reach stabilized occupancy. OAR in
      stabilized year (1991) is 7.3% (retail) and 8.7% (office).

105.  Seller's 10-year analysis for a good quality, two-anchor center with
      expansion potential.

106.  Buyer's analysis for a solid regional center. Price includes excess land
      with development potential. Price is reflective of presence of asbestos.

107.  Reportedly, two of the three centers are located in weak trade areas.
      Centers in need of some upgrading.

108.  Buyer's analysis. Center needs re-merchandising and has vacant fifth
      anchor.

109.  Buyer's analysis. Blended rates for two mid-line centers. 1987 sales: $224
      PSF and $249 PSF.

110.  Buyer's analysis.

111.  Seller's analysis. Sale included 40,000 SF of vacant space on the 4th
      level plus garage.

112.  Seller's analysis. Includes 86 acres of land. Actual interest sold was
      90%.
 

                                       26
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
113.  Metrocenter Mall         1978-     12/88    $80,000,000    (All cash)       --         $205     6.3%   6.3%    7.0%    11.8%
      Jackson, MS              1984

114.  Blue Ridge Mall          1958-     10/88    $46,300,000    (All cash)       --          --      6.7%   6.7%    7.0%    12.3%
      Kansas, City, MO         1980

115.  Columbus Square          1965/     9/88     $31,390,000    (All cash)       --         $137     7.2%   7.2%    8.0%    13.2%
      Columbus, GA             1986

116.  Orlando Fashion Square   1973      6/88     $67,300,000    $11,491,700     8.0%-       $265     5.4%   4.2%    6.0%    12.6%
      Orlando, FL                                                               12.75%

117.  Plaza Frontenac          1976      6/88     $53,750,000    (All cash)       --         $298     6.0%   6.0%   8.0% +   11.0%
      Frontenac, Missouri

118.  Northridge Mall          1972      4/88    $114,775,000    $18,108,000                 $282     5.0%- 5.25%-   7.0%   10.25%-
                                                                                                      5.25%  5.75%           10.5%
      Southridge Mall          1970              $122,800,000   $18,600,000                  $269     6.4%   5.6%    7.0%   10.9%
      Wisconsin

119.  Briarwood Mall            1973     3/88     $48,827,500    $10,827,500      --         $255     7.4%   4.2%    8.0%     N/A
      Ann Arbor, Michigan       plus                  (50%)          (50%)
                             expansion

120.  Miami International      1984      1/88     $43,405,000    $22,600,000    12.85%       $101     8.0%   3.04%   8.5%   13.16%
      Miami, FL                                       (50%)          (50%)

121.  The Falls                1980/     1/88     $72,300,000    (All cash)       --         $266     6.5%   6.5%    7.0%    11.5%
      Miami, FL                1984

122.  Menlo Park Mall        1960 and    1/88     $78,250,000    (All cash)       --         $ 61     5.0%   5.0%    8.0%    10.3%
      Edison, New Jersey      1966-67
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

113.  Includes $78,550,000 for the regional center ($205 PSF) and $1.45 million
      ($25 PSF) for the convenience center. 1987 sales: $166 PSF.

114.  Price includes excess land. First year OAR was 7.4% excluding land. Mall
      has potential for redevelopment.

115.  Buyer's analysis. Recently renovated property.

116.  Good quality center in need of renovation, with expansion potential.

117.  Class A center in need of renovation and remerchandising. Buyer's
      analysis.

118.  Seller's analysis. Properties were not submitted to open bid. However,
      deal still perceived arm's length. Good properties, with mid-line
      merchandise.

119.  $2,000,000 of purchase price was allocated to residual land.

120.  Price influenced by above-market financing, owned anchors which pay no
      rent, and allocation for excess land.

121.  Good quality center in area of great demographics. 1987 mall sales PSF:
      $279.

122.  Development property with high vacancy. Buyer anticipated spending an
      additional $7,000,000 for upgrading.


                                       27
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
123.  Detroit Area Centers   1976 and    1/88    $122,805,000    $24,275,000      N/A         N/A     5.5%   4.0%    7.5%    10.5%
      Detroit, Ml (2)           1977                 (29.5%)

124.  Georgia Package         1969 to    1/88    $123,000,000    (All cash)       --         $117     7.1%   7.1%    8.0%    12.0%
      Georgia (4)              1986

125.  Castleton Square         1983      12/87    $45,100,000    $19,195,948    8.5%-         --      6.5%   5.6%     N/A    11.1%
      Shopping Center                                 (50%)                      9.75%
      Indianapolis, IN

126.  Prudential Regional     1969 to    11/87   $156,300,000    $19,371,115    6.25%-        N/A     5.6%   5.5%     N/A    10.0%
      Mall Portfolio            1981                                            8.125%                         or
      Florida (1)               plus                                                                         5.75%
      Ohio (1)               expansion
      North Dakota (1)
      Illinois (2)

127.  Northglenn Mall          1968/     7/87     $34,500,000    $27,500,000      N/A         $55      --     --      --      --
      Denver, CO               1986

128.  MacDonald Group         1965 to    4/87    $243,000,000    $73,210,000    5.06%-        N/A     7.2%   4.6%    8.0%    11.0%
      Shopping Centers          1972  (contract)                                 10.0%                                         to
      Los Angeles Area (2)      plus                                                                                         11.5%
      Ventura, CA (1)        expansion
      Fresno, CA (1)

129.  Chicago Ridge Mall       1981      3/87     $73,053,200    (All cash)       --         $209     6.55%   --      --     11.7%
      Chicago, IL
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

123.  Seller's analysis; good quality centers.

124.  Three good quality regionals and one community community center. Buyer's
      analysis.

125.  Unknown amount allocated to 14.71 acres of peripheral land. While project
      has excellent location in a growing area, reportedly, it is in need of
      upgrading (at a cost of $5 million).

126.  Expansion potential exists at 3 regionals. Property quality varies.
      Expansion potential exists at 3 of the centers. 5% growth rate assumed.

127.  Asbestos removed prior to sale at cost of $2.5 million. Class B or C
      center in poor trade area.

128.  Class A center (Fresno). Class B centers (Buenaventura and Huntington).
      Class D center (Carson). IRR and Final Year Cap. are reportedly those used
      by the buyer. While 1st year returns are based on seller's analysis, they
      should not be far from those returns indicated by buyer's projections.

129.  Price included rent guarantees and earn-out provision. Price is 15%
      greater than 9/86 sales price. (Center also sold in September of 1986.)


                                       28
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
130.  Chicago Area Centers    1966 to     1/87   $228,777,000    $46,277,000     5.5%-       N/A      6.0%   5.7%   7.5%-    12.8%
      Chicago, IL (5)           1976   (closed)       (50%)          (50%)       9.75%                              8.0%
                                plus
                            expansions

131.  The Brickyard           1977/79    12/86    $86,440,000    $44,000,000     9.0%        N/A      7.4%   5.5%    N/A     11.5%
      Chicago, IL                                                             (average)

132.  New Park Mall           1980/85    12/86    $47,420,000    $14,920,000    9.5%;        $224     6.0%   4.0%    N/A      N/A
      Newark, CA                       (contract)     (50%)          (50%)     Prime
                                                                               plus 1%
                                                                             (two notes)

133.  Quakerbridge Mall       1976/77    12/86    $55,750,000    $12,667,000    9.0%-        $285     5.4%   4.0%    8.0%    12.0%
      Lawrence, NY                     (contract)     (50%)          (50%)     10.75%
                                                                               (9.16%
                                                                              blended)

134.  Fashion Valley Mall     1969/81    12/86    $93,054,000    $9,854,000      9.0%        $176     6.4%   7.1%    9.5%    13.5%
      San Diego, CA

135.  Hickory Ridge Mall      1981/86    12/86    $55,250,000    $23,110,000   10.375%       $161     6.7%   3.4%    8.5%    13.4%
      Memphis, TN

136.  Jim Wilson Package      1972 to    12/86   $118,000,000    $18,289,000     9.5-        $78      7.9%   7.1%   10.0%    13.4%
      Florida (I),             1976                                             10.5%
      Georgia (1),
      Mississippi (2)
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

130.  Purchase of 50% interest in three Class A centers, a Class B center and a
      strip center. Indicated returns reflect buyer's guarantees.

131.  Includes a related convenience center.

132.  Class A center. Part of original Macy's package.

133.  Class A center. Buyer's 15 year analysis. Part of original Macy's package.
      Analysis reflects expansion income after 1988 and 5% growth.

134.  First year cash-on-cash reflects Buyer's guaranteed 7.0% return. Sale
      price reflects 100% value but 50% was purchased. Includes one anchor
      store; excludes leases on five additional anchors.

135.  Analysis reflects expansion income; final year cap. is assumed by
      Landauer. Class A center in a Class B market.

136.  Class B centers (Florida and Georgia) and Class C (Mississippi).


                                       29
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
137.  Macyes Package          1957 to    12/86   $343,500,000    (All cash)       --          N/A     6.0%   6.0%    8.0%   11.71%
      New Jersey (1),          1984                (excluding                                                         to
      New York (1)                                  dev. land)                                                       8.5%
      California (1)

138.  Sunnyvale Town Center    1979      12/86    $27,113,000    $9,613,000      9.0%        $190     6.75%  4.75%   9.0%   11.43%
      Sunnyvale, California                           (50%)          (50%)

139.  Town East Mall          1971/86    10/86   $121,857,000    $11,763,000     8.75%       $278     6.31%  5.67%   7.5%    11.0%
      Mesquite, TX

140.  Eastridge Mall          1971/83    10/86    $97,626,000    $43,626,000    8.75%-       $ 95     6.5%   4.4%    9.0%    13.9%
      San Jose, CA                                                              10.0%

141.  Northbrook Court         1976      10/86   $116,000,000    $24,500,000      N/A        $318     6.0%    N/A    7.5%    11.0%
      Northbrook, IL

142.  Chicago Ridge Mall       1981      9/86     $63,630,000    (All cash)       --         $182     6.5%    N/A     N/A   13.3%-
      Chicago, IL                                                                                      to                    16.6%
                                                                                                      7.0%

143.  Bel Air Mall and         1967/     8/86     $86,750,000    $13,418,000    4.55%-        $71     8.1%   7.1%     N/A    13.8%
      Bel Air Village          73/84                                             9.25%
      Mobile, AL

144.  Hulen Mall               1977      7/86     $14,800,000    (All cash)       --          $74      N/A    N/A     N/A     N/A
      Fort Worth, TX                                  (50%)

145.  South Dekalb Mall        1969      7/86     $17,278,000    $5,778,000      7-10%        N/A      N/A    N/A     N/A     N/A
      Atlanta, GA                                     (50%)         (50%)

146.  Northway Mall            1962      4/86     $14,000,000    (All cash)       --         $ 55     10.2%  10.2%    N/A   17-18%
      Pittsburgh, PA
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

137.  Seller's 15-year analysis for purchase of mall retail; additional $20,000
      assumed paid for development land. Includes some owned anchors. Sale
      included in Class A center (Garden State), Class C center (South Shore)
      and Class D center (Bay Fair).

138.  12-year analysis caps Year 13. Price does not include Buyer's required
      $500,000 improvements.

139.  Buyer's analysis; reflects expansion income. Class B center.

140.  Buyer's analysis. Class B center. Sale price reflects 100% value but 50%
      was purchased.

141.  Physically, a Class A center with access problems and a lot of
      competition.

142.  Potential expansion earn-out provision. Buyer's analysis based on a range
      of low to high assumptions. Class B center.

143.  Price included $250,000 improvements. Class B center.

144.  Buy-out of 50% partner, so price reflects control premium.

145.  Seller's estimated analysis of Buyer's IRR and returns. Market problems.
      Price includes office building. Class B- or C+ center.

146.  Returns based on buyer's analysis. Class B center in market with strong
      competition.


                                       30
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
147.  ValIco Fashion Park     1976/78    1/86     $82,242,000    $26,742,223     9.5%        $242     7.1%   5.3%    9.0%    13.0%
      Cupertino, CA

148.  The Meadows Mall         1978    12/31/85   $60,500,000    $21,744,306     9.5%         N/A     7.6%   5.7%    8.0%    14.0%
      Las Vegas, NV

149.  Baybrook Mall            1978     12/1/85   $82,500,000    $13,800,000     10.8%       $244     7.2%   6.5%     N/A    12.8%
      Houston, TX

150.  Military Circle          1970/     12/85    $68,000,000    (All cash)       --          N/A     8.1%   8.1%    9.0%   13.34%
      Norfolk, VA              74/84

151.  Port Plaza Mall          1977      12/85    $39,000,000    $10,600,000      10%         $84     8.0%   7.9%     N/A    13.1%
      Green Bay, WI

152.  Goodman Package         1970/78    8/85,   $216,192,000    $61,192,000      N/A         $71     8.4%   7.4%     N/A    13.9%
      Pennsylvania (3)                   10/85                                               $135     7.9%   6.5%     N/A    13.1%
                                                                                             $160     6.9%   5.8%     N/A    13.7%
153.  Louis Joliet Mall        1978      7/85     $38,950,000    $25,900,000    8.75%-       $130     8.75%   N/A     N/A     N/A
      Joliet, IL                                                                 10.0%

154.  The Willows Shopping     1977      6/85     $24,600,000    $14,600,000     9-12%       $ 88     8.3%    N/A    9.0%   13.5%-
      Center                                                                                                                 14.0%
      Concord, California

155.  Woodland Hills Mall      1976      3/85     $86,000,000    (All cash)       --         $222     6.7%   6.7%    8.0%    12.6%
      Tulsa, Oklahoma

156.  Beaver Valley Mall       1970      3/85     $45,500,000    $12,600,000      N/A         $55     8.6%   6.7%   10.25%   14.9%
      Pittsburgh, PA
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

147.  Additional $5,000,000 paid for excess land plus potential for 150,000 sq.
      ft. Class B+ center.

148.  Sale includes four anchors.

149.

150.  Includes an inn, office space, retail and peripheral sites. Needs some
      remerchandising.

151.

152.  Class B centers.

153.

154.  Specialty center with seven buildings. Leasehold interest with option to
      purchase land.

155.  Current rents substantially below market rents.

156.  Sale included two of three anchors and 50% interest in 60 acres of excess
      land. Class B center.


                                       31
<PAGE>

                                                                         2/14/97

                        COMPARABLE SHOPPING CENTER SALES
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Price PSF                 Final
                                                                                             of       1st    1st    Year
Sale  Name of Property/        Year      Date        Sale         Mortgage                  Owned     Year   Year    Cap.
No.   Location                 Built    of Sale      Price         Amount      Interest      GLA      OAR    COC    (NOI)     IRR
- ---   --------                 -----    -------      -----        --------     --------   ---------   ----   ----   -----     ---
<C>   <S>                      <C>       <C>      <C>           <C>           <C>            <C>     <C>    <C>      <C>     <C>  
157.  Cumberland Mall          1973      2/85     $82,700,000    $13,192,471    8.25%        $254     6.4%   4.8%    7.5%    13.8%
      Atlanta, GA                                                                                                          (10 yrs.)
                                                                                                                             14.7%
                                                                                                                           (15 yrs.)

158.  Tysons Corner            1969      2/85    $168,852,000    $21,472,000      6%          N/A     7.5%   7.0%   6.0%-   16.0%-
      McLean, VA                                                                                                     7.0%    22.1%
</TABLE>

Sale
No.                                  Comments
- ---   --------------------------------------------------------------------------

157. Superior center in a strong market, with plans for fifth anchor.

158.  Sale includes all three anchors. Development potential for additional mall
      and anchor GLA.


                                       32
<PAGE>

                                   FLOORPLANS
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

Cash flow Assumptions -- Retail Portion

Introduction

As with the office and garage components of the development, income and expenses
for the retail component were projected over an eleven-year period, commencing
7/1/1997, as the basis for the discounted cash flow analysis. The cash flow
model incorporates the terms of the existing and projected future occupancy
leases together with assumptions regarding the likely future course of the
various income and expenses categories. The projected lease terms and cash flow
assumptions are based upon a review and analysis of the leasing activity to
date, the sales and operating performance to date, the owner's budgets and
Landauer's knowledge of general market conditions.

Occupancy:

As of the effective date of value, the property contained a total gross leasable
area of 368,413 square feet, of which approximately 12,584 square feet (4.8%) of
the mall gross leasable area was vacant. The total mall GLA includes
approximately 6,436 square feet of space which is located on the exterior of the
center and is reserved for minority businesses.
The general distribution of space within the center is as follows:

- --------------------------------------------------------------------------------
                                                                     Vacancy
       Area                   Leased        Vacant       Total         Rate
- --------------------------------------------------------------------------------
       Mall Stores            247,907       12,584      260,491        4.8%
- --------------------------------------------------------------------------------
       Neiman Marcus          107,922            0      107,922        0.0%
- --------------------------------------------------------------------------------
       Total GLA              361,616       12,584      368,413        3.4%
- --------------------------------------------------------------------------------

A standard lease form is used for all mall tenants although amendments have been
made in individual cases. Most tenants are required to pay a fixed minimum rent,
percentage rent and a pro rata share of expenses such as real estate taxes,
common area maintenance, central plant and insurance. A copy of the rent roll
for the property is set forth in the Addenda to the report.

As summarized in the Addenda to the report, the Neiman Marcus lease extends
through 1/31/2014 at a fixed minimum rent of $1,136,875 per annum ($1,043,320
per annum for the original leased area, 104,332 square feet, and $93,555 per
annum for the additional 3,590 square feet of space which was added as of
September 1991). In addition, Neiman Marcus contributes towards common area
maintenance, real estate taxes and central plant.


                                                                              74
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REAL ESTATE COUNSELORS


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REAL ESTATE COUNSELORS


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REAL ESTATE COUNSELORS



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REAL ESTATE COUNSELORS



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REAL ESTATE COUNSELORS


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REAL ESTATE COUNSELORS



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<PAGE>

                               LEGAL DESCRIPTION
<PAGE>

                                   SCHEDULE A

                                    Sublease
                                      from
                Urban Investment and Development Co., as Landlord
                                       to
                     UIDC of Massachusetts, Inc., as Tenant
                              dated August 31, 1982

Premises

Air rights and appurtenant interests in, upon and over those certain parcels of
real estate in the Commonwealth of Massachusetts, County of Suffolk, City of
Boston, situated at Huntington Avenue and Stuart and Dartmouth Streets and shown
on the plan (the "Plan") entitled "Plan of Property Owned by Massachusetts
Turnpike Authority Sublease Air Rights to UIDC of Massachusetts, Inc. (Central
Development), Copley Place, Boston Massachusetts", consisting of 6 sheets, dated
August 18, 198[Illegible], most recently revised 9/2/92, prepared by Cullinan
Engineering Co., Inc., a print of which is attached hereto and incorporated
herein by reference and which Plan is to be recorded with a Notice of Sublease
with Suffolk County Registry of Deeds, said parcels being bounded and described
as follows and as shown on the Plan:

First Parcel

That portion of the following described parcel lying above elevation 90.00, as
shown on sheet 1 of the Plan:

Measuring from a point, as shown on sheet 1 of the Plan, at the intersection of
the northeasterly sideline of Harcourt Street and the southeasterly sideline of
Huntington Avenue, said point having a north coordinate of 491049.72 and an east
coordinate of 713555.39 referred to the Massachusetts Coordinate System, thence,

      N 41(degrees) 41' 32" E,     along the southeasterly sideline of
                                   Huntington Avenue, a distance of 192.31 feet
                                   to a point; thence,

      NORTHEASTERLY                along said southeasterly sideline of
                                   Huntington Avenue, by a curve to the right
                                   having a radius of 138.92 feet, an arc
                                   distance of 26.62 feet to the True Point of
                                   Beginning;

From said True Point of Beginning, thence

      NORTHEASTERLY                along said southeasterly sideline of
                                   Huntington Avenue, by a curve to the right
                                   having a radius of 138.92 feet,
<PAGE>

                                   an arc distance of 18.92 feet to a point of
                                   intersection with another curve; thence,

      NORTHEASTERLY                along said southeasterly sideline of
                                   Huntington Avenue, by a curve to the right
                                   having a radius of 1938.42 feet, an arc
                                   distance of 129.39 feet to a point of
                                   intersection with another curve; thence,

      NORTHEASTERLY                along the southeasterly sideline of the merge
                                   of Huntington Avenue with Stuart Street, by a
                                   curve to the right having a radius of 554
                                   feet, an arc distance of 200.60 feet to a
                                   point of tangency; thence,

      N 71(degrees) 59' 45" E,     a distance of 6.38 feet to a point; thence,

      S 27(degrees) 00' 53" E,     a distance of 41.67 feet to a point; thence,

      NORTHEASTERLY                along the southeasterly sideline of Stuart
                                   Street, by a curve to the right having a
                                   radius of 1390.00 feet, an arc distance of
                                   218.60 feet to a point of tangency; thence,

      N 71(degrees) 59' 45" E,     a distance of 82.00 feet to a point of
                                   curvature; thence

      NORTHEASTERLY                along the southerly sideline of the
                                   intersection of said Stuart Street and
                                   Dartmouth Street by a curve to the right
                                   having a radius of 90.00 feet, an arc
                                   distance of 31.79 feet to a point of
                                   intersection with another curve; thence,

      SOUTHEASTERLY                along said southerly sideline of the
                                   intersection of Stuart Street and Dartmouth
                                   Street by a curve to the right having a
                                   radius of 40.00 feet, an arc distance of
                                   47.10 feet to a point of tangency on the
                                   southwesterly sideline of Dartmouth Street;
                                   thence,

      S 2(degrees) 17' 35" E,      a distance of 221.61 feet to a point; thence,


                                        A-2
<PAGE>

      S 41(degrees)41' 40" W,      a distance of 547.11 feet to a point; thence,
      
      N 48(degrees) 18' 20" W,     a distance of 327.70 feet to a point; thence,

      N 41(degrees) 41' 40" E,     a distance of 5.80 feet to a point; thence,

      N 48(degrees) 18' 20" W,     a distance of 57.30 feet to a point; thence,

      N 41(degrees) 41' 40" E,     a distance of 2.75 feet to a point; thence,

      N 48(degrees) 18' 20" W,     a distance of 20.50 feet to a point; thence,

      S 86(degrees) 41' 40" W,     a distance of 59.46 feet to a point; thence,

      N 70(degrees) 33' 00" W,     a distance of 1.43 feet to a point; and
                                   thence,

      N 03(degrees) 18' 20" W,     a distance of 89.54 feet to the True Point of
                                   Beginning;

Containing 263,087 square feet, more or less, according to the Plan.

Second Parcel -- Level 2 Lease Area

That portion of the following described parcel from elevation 90.00 to a plane
between line K-J at elevation 119.94 and line L-M at elevation 124.48, as shown
on sheets 1 and 3 of the Plan:

Beginning at point "J", as shown on sheet 3 of the Plan; thence,

       N 41(degrees) 41' 40" E,    a distance of 14.26 feet to point "K";
                                   thence,

       S 48(degrees) 18' 20" E,    a distance of 57.30 feet to point "L";
                                   thence,

       S 4l(degrees) 41' 40" W,    a distance of 5.80 feet to point "M"; thence,

       N 48(degrees) 18' 20" W,    a distance of 8.32 feet to point "C"; and
                                   thence,

       N 58(degrees) 06' 01" W,    a distance of 49.70 feet to point "J", the
                                   point of beginning;

Containing 540 square feet, more or less, according to the Plan.


                                       A-3
<PAGE>

Third Parcel - Level 2A Lease Area

Those portions of the following described parcel from elevation 90.00 to
elevation 121.00, as shown on sheets 1 and 3 of the Plan:

Beginning at point "F" as shown on sheet 3 of the Plan, said point being on the
southeasterly sideline of Huntington Avenue and the northerly most point of the
parcel herein described; thence,

      S 03(degrees) 18' 20" E,     a distance of 39.41 feet to point "E"; 
                                   thence,

      N 63(degrees) 46' 00" W,     a distance of 7.54 feet to point "R"; thence,

      N 17(degrees) 04' 21" W,     a distance of 15.26 feet to point "S"; 
                                   thence,

      N 07(degrees) 19' 11" E,     a distance of 3.52 feet to point "T"; thence,

      N 82(degrees) 40' 49" W,     a distance of 1.66 feet to point "U"; being
                                   on the southeasterly sideline of Huntington
                                   Avenue; and thence,

      NORTHEASTERLY                by a curve to the right, having a radius of
                                   138.92 feet, an arc distance of 20.46 feet
                                   along said southeasterly sideline of
                                   Huntington Avenue to point "F", being the
                                   point of beginning;

containing 275 square feet, more or less, according to the Plan. 

Fourth Parcel - Level 2B Lease Area

Those portions of the following described parcel from elevation 90.00 to
elevation 121.00 and above elevation 145.83, as shown on sheets 1 and 3 of the
Plan:

Beginning at point "K" as shown on sheet 3 of the Plan, said point being on the
southeasterly sideline of Huntington Avenue, and the northerly most point of the
parcel herein described; thence,

       S 03(degrees) 18' 20" E,     a distance of 41.58 feet to point "G"; 
                                    thence,

       N 63(degrees) 46' 00" W,     a distance of 1.34 feet to point "E"; 
                                    thence,

       N 03(degrees) 18' 20" W,     a distance of 39.41 feet to point "F"; and 
                                    thence,


                                       A-4
<PAGE>

       NORTHEASTERLY               by a curve to the right having a radius of
                                   138.92 feet, an arc distance 1.90 feet along
                                   said southeasterly sideline of Huntington
                                   Avenue to point "K", being the point of
                                   beginning;

Containing 47 square feet, more or less, according to the Plan. 

Fifth Parcel - Level 2C Lease Area

That portion of the following described parcel from elevation 90.00 to elevation
117.00 and above elevation 145.83, as shown on sheets 1 and 3 of the Plan:

Beginning at point "E" as shown on sheet 3 of the Plan, thence

      S 63(degrees) 46' 00" E,     a distance of 1.34 feet to point "G"; thence,

      S 03(degrees) 18' 20" E,     a distance of 47.96 feet to point "H";
                                   thence,

      N 70(degrees) 33' 00" W,     a distance of 1.27 feet to point "A"; and 
                                   thence,

      N 03(degrees) 18' 20" W,     a distance of 48.17 feet to point "E", being
                                   the point of beginning;

Containing 54 square feet, more or less, according to the Plan. 

Sixth Parcel - Level 3 Lease Area

That portion of the following described parcel from elevation 90.00 to elevation
136.50, as shown on sheets 1 and 3 of the Plan:

Beginning at point "N" as shown on sheet 3 of the Plan, thence,

      N 86(degrees) 41' 40" E,     a distance of 59.46 feet to point "P"; 
                                   thence,

      S 48(degrees) 18' 20" E,     a distance of 20.50 feet to point "Q";


      S 41(degrees) 41' 40" W,     a distance of 17.01 feet to point "J"; 
                                   thence,


                                       A-5
<PAGE>

       N 58(degrees) 06' 01" W,    a distance of 2.33 feet to point "B"; and
                                   thence,

       N 70(degrees) 33' 00" W,    a distance of 65.09 feet to point "N", being
                                   the point of beginning;

Containing 947 square feet, more or less, according to the Plan.

There is excepted from the above six (6) parcels the Excepted Portion described
below.

Excepted Portion

The "Excepted Portion" consists of: (a) the Turnpike Area defined in the
Sublease and below, including those volumes described in both plan and profile
elevation views on said Plan as "Excepted Portion - Turnpike Area," "Excepted
Portion Ramp B (relocated)," "Excepted Portion Ramp D, (relocated)," and
"Excepted Portion Ramp B and D," (b) the volume described in both plan and
profile elevation views on said Plan as "Consolidated Rail Corp. Easement" or
"Excepted Portion -- R.R. Easement," and (c) those parts of the Premises lying
below the plane which is at an elevation of (i) plus ninety feet (+90') referred
to the Massachusetts Turnpike Datum, (ii) minus ten feet (-10') referred to the
National Geodetic Vertical Datum and (iii) minus four and 35/100 feet (-4.35')
referred to the Boston City Base.

       As used in the sublease, the following terms have the following
definitions:

Railroad Easement Area

The "Railroad Easement Area" shall refer to the volume described in (b) of the
definition of "Excepted Portion," as further described in a Deed of Easement
from Massachusetts Turnpike Authority to New York Central Railroad Company dated
December 27, 1962 recorded with said Deeds Book 7710 page 182 as affected by
Amendment recorded with said Deeds in Book 9154 page 379.

Turnpike Area

The "Turnpike Area" shall refer to the travelled roadways and ramps within the
volumes described in (a) of the definition of "Excepted Portion" above,
including, without limitation1 all tunnel structures, of the Massachusetts
Turnpike and certain retaining walls and support structures which pertain to
such roadways and ramps. Notwithstanding the foregoing, any such support
structure which also provides support for any improvement, addition or
installation now or hereafter erected or installed in the Premises shall be
deemed part of the Premises, subject to the right of the Massachusetts Turnpike
Authority to have access to all such support structures pursuant to Section
5.1(c) of the Master Lease.


                                     A-6
<PAGE>

                          EXCERPTED GROUND RENT TERMS
<PAGE>

                                  SCHEDULE B

       As used in this Schedule, the following terms shall have the following
meanings: (i) the "Rent Commencement Date" shall mean December 15, 1978, (ii)
the "Rent Increase Date" shall mean the "Commencement of Construction Date" or
January 1, 1981, whichever .s earlier, unless extended as herein provided, (iii)
the "Commencement of Construction Date" shall mean the date upon which the
Tenant will have first entered upon the Demised Portion for the purpose of
constructing any of the improvements to be constructed pursuant to the
provisions of Article XI or, if earlier, the date upon which the Tenant will
have first entered upon the Demised Portion for the purpose of commencing
demolition of any improvement or structure now existing thereon pursuant to
authority so to demolish given in accordance with the provisons of this lease
and shall have moved heavy construction equipment (excluding machinery for
boring or other testing equipment) on the site for either of the foregoing
purposes, and (iv) "Escrow Agent" shall mean The First National Bank of Boston,
a Bank incorporated under the laws of the United States of America having its
principal place of business in Boston and authorized to accept and carry out
Escrows of the sort herein provided, or its successor agent hereunder.

            I.    RENT FROM THE RENT COMMENCEMENT DATE UNTIL RENT INCREASE DATE

A.    Upon the execution of this lease, the Tenant has paid the Landlord the sum
      of S2,750, and the Landlord acknowledges receipt thereof, as rent for the
      period from the Rent Commencement Date through December 31, 1978.
<PAGE>

B.    Commencing January 1, 1979 and continuing on the first day of each month
      thereafter through December 1, 1979, the Tenant will pay the Landlord rent
      at an annual rate of S66,000, payable in equal monthly installments in
      advance of $5,500.

C.    On January 1, 1980 the Tenant will pay to the Landlord rent in the amount
      of One Dollar ($1.00) for the period from January 1, 1980 through the day
      preceding the Rent Increase Date.

            II.   RENT FROM THE RENT INCREASE DATE THROUGH DECEMBER 14, 2077

A.    For the period beginning with the Rent Increase Date and ending March 31,
      1981, the Tenant shall pay rent at the annual rate of $1,200,000, payable
      in equal monthly installments of $100,000 in advance, prorated with
      respect to any month in which the Rent Increase Date falls.

B.    For the period beginning with April 1, 1981 and ending August 15, 1981,
      the Tenant shall pay rent in the amount of $450,000, payable on August 15,
      1981 in arrears.

C.    On the fifteenth day of February, 1982, the fifteenth day of August, 1982
      and on the fifteenth day of each succeeding February and August, through
      February 15, 2002, the Tenant shall pay to the Landlord the sum of
      $600,000, being onehalf the annual rent of $1,200,000, payable
      semi-annually in arrears, except as otherwise provided in Section IV C of
      this Schedule B.


                                      -2-
<PAGE>

D.    In addition, on February 15, 2002, the Escrow Agent shall deliver to the
      Landlord all of the bonds and interest there-for (unless Landlord will
      have earlier received such bonds and interest pursuant to the provisions
      of Section IV of this Schedule B) then held by it on account of rent for
      the period from February 15, 2002 through December 14, 2077.

E.    On January 1, 2003 and the first day of each January thereafter through
      January 1, 2077, the Tenant shall pay to the Landlord One Dollar ($1.00)
      in full payment of the balance of the rent for the period from February
      15, 2002 through December 14, 2077.

            III.  TENANT'S RIGHT OF CANCELLATION

      Tenant may cancel this lease effective no later than March 31, 1981 if (i)
      Tenant will have given notice of its desire to exercise such right of
      cancellation by mailing such notice to Landlord and to the Escrow Agent
      pursuant to the provisions of Section 14.4 of this lease, no later than
      February 28, 1981 and (ii) the Commencement of Construction Date has not
      occurred prior to the date such notice is given. If such two conditions
      have been met, this lease will terminate on the last day of the calendar
      month next following the giving of such notice, and the parties will have
      no further rights or obligations hereunder thereafter, except as provided
      in Paragraph E of Section IV of this


                                      -3-
<PAGE>

      Schedule B. The dates set forth herein are subject to extension under
      certain circumstances described in Section 14.12 of the lease.

                              IV. SECURITY DEPOSIT

A.    At any time and from time to time hereafter, but in any event not later
      than the "Commencement of Construction Date" or April 1, 1981, whichever
      is earlier, the Tenant shall acquire and deposit with the Escrow Agent
      United States Treasury Bonds 7-5/8% due February 15, 2007, callable not
      earlier than February 15, 2002, paying interest at an annual rate of not
      less than $1,200,000, and having a total par value at maturity of not less
      than $15,800,000, to secure performance of its obligations hereunder.

B.    The Escrow Agent shall receive and hold such bonds and apply the interest
      thereon and the principal thereof as follows:

      The Escrow Agent shall:

            (i) from the interest received thereon pay to Landlord $450,000 on
      the fifteenth day of August, 1981, and thereafter $600,000 on the
      fifteenth day of each February and August after August 15, 1981 through
      February 15, 2002 on account of the Tenant's rent obligations as set forth
      in Section II C of this Schedule B, except as otherwise provided in
      Section IV B(iii), IV C and IV D of this Schedule B.


                                      -4-
<PAGE>

            (ii) pay to the Tenant any interest thereon received by it in excess
      of the total of the amounts payable by it to Landlord pursuant to the
      foregoing clause (i) and payable to itself for services under subparagraph
      F below, such payment to be made on each February 15 and August 15,
      commencing after delivery of such bonds and ending February 15, 2002.

            (iii) upon maturity of such bonds, or upon its earlier receipt of
      the notice provided for in Paragraph IV C of this Schedule B, deliver such
      bonds in kind (or the proceeds thereof at maturity), with all interest
      thereon not otherwise paid or payable pursuant to (i) and (ii) above and
      Paragraph E below, to the Landlord.

C.    At any time after the deposit of such bonds with the Escrow Agent, the
      Landlord may, by written notice to the Escrow Agent, approved by the
      Governor, demand and receive from the Escrow Agent all of such bonds then
      received and held by it as Escrow Agent hereunder, together with any
      interest thereon then held by the Escrow Agent and not otherwise
      distributed pursuant to B(i), (ii), or Paragraph E hereof. Upon the
      delivery of such bonds and interest pursuant to this Schedule B, all rent
      otherwise payable hereunder shall be forgiven and the rent payable
      hereunder shall be reduced to rent at the rate of $1.00 per year, payable
      in arrears on the first day of each January thereafter for the remainder
      of the term hereof, with a pro rata adjustment to be made with respect to
      the then current year to eliminate any double payment of rent or interest,
      or double receipt thereof, by either party.


                                      -5-
<PAGE>

D.    If this lease shall expire or be terminated for any reason before its
      agreed expiration date (other than in accordance with Section III of this
      Schedule B), the Escrow Agent will deliver to the Landlord all of such
      bonds then held by it together with any interest thereon remaining
      undistributed.

E.    If the Tenant shall exercise its Right of Cancellation, as provided in
      Section III of this Schedule B, the Escrow Agent shall distribute to
      Tenant the bonds and interest then remaining undistributed, if any, then
      held by it as Escrow Agent.

F.    For its services hereunder the Escrow Agent will be entitled to a fee at
      the annual rate of $2,000 payable semi-annually in arrears which it may
      deduct from interest received by it. Upon termination of the escrow the
      Escrow Agent will be entitled to an additional termination fee of $10,000.
      It may deduct this amount from interest received by it or from the
      proceeds of payment or sale of such bonds then held by it or the Escrow
      Agent may require that such fee be paid to it by the party to whom the
      bonds held by it in escrow are to be delivered as a condition precedent to
      its delivery to such party of such bonds.

      If the original or any successor Escrow Agent shall fail or cease to serve
      as such, the Landlord shall appoint a successor Escrow Agent, subject to
      the reasonable approval by the Tenant. The Assets held by the former
      Escrow Agent shall be delivered to its successor, which shall assume all
      of the rights and duties of its predecessor. Upon such delivery


                                      -6-
<PAGE>

      such successor shall deliver such receipts and such instruments setting
      forth its assumption of said agreement to carry out the obligations of the
      Escrow Agent hereunder as may reasonably be required by the predecessor
      Escrow Agent, the Landlord, the Tenant or any one or more of them.


                                      -7-
<PAGE>

                          PROFESSIONAL QUALIFICATIONS
<PAGE>

                                    LANDAUER
                             REAL ESTATE COUNSELORS
- --------------------------------------------------------------------------------
                           Professional Qualifications

                            JAMES C. KAFES, MAI, CRE


EXPERIENCE:         Landauer Associates, Inc., New York, NY (since 1986)
                    Division Manager/Executive Managing Director in Charge of
                    National Valuation and Technical Services, Member of the
                    Management Committee, and General Manager of the New York
                    Valuation and Technical Services Division. Valuation and
                    real estate counseling on major urban properties and
                    portfolios, including financial and feasibility analyses,
                    appraisal reviews, fairness opinions and independent
                    fiduciary services.

                    Miller & Kafes Associates, Inc. (1972-1986) 
                    Principal. Valuations, market studies, investment analyses
                    and counseling services on major commercial developments
                    nationwide and in the Caribbean.

                    James E. Gibbons Associates (1970-1972)
                    Assistant Director. Real estate valuations and counseling
                    services.

                    National Bank of North America (1969-1970)
                    Chief Appraiser. Market valuations and analysis of
                    investment opportunities.

                    General Services Administration (1962-1968) 
                    Economic analyses, highest and best use studies, market
                    valuations.


PROFESSIONAL
ACTIVITIES:         MAI:      Appraisal Institute

                    CRE:      American Society of Real Estate Counselors Has
                              served on national committees of the Appraisal
                              Institute and ASREC since 1971, including current
                              service as a board member and past service as
                              Editor-in-Chief and Chairman of the Editorial
                              Board of The Appraisal Journal, published
                              quarterly by the Appraisal Institute. 

                    Member:   Board of Directors, RCC North America, Inc.
                              Roundtable of Advisors, Murray H. Goodman Center
                              for Real Estate Studies, Lehigh University
                              The Real Estate Board of New York, Inc.

CERTIFICATION:      Currently certified in the Appraisal Institute's voluntary
                    program of continuing education for its designated members.


EDUCATION:          BS, MBA, Lehigh University
<PAGE>

                                    LANDAUER
                             REAL ESTATE COUNSELORS
- --------------------------------------------------------------------------------
                           Professional Qualifications

                             MICHAEL J. PATIS, FRICS


EXPERIENCE:         Landauer Associates, Inc., New York, NY (since 1986)
                    Managing Director, Valuation and Technical Services Division
                    General counseling, valuation (including portfolio
                    valuations), evaluation and investment analyses of major
                    retail, commercial, industrial and residential real estate
                    nationwide.

                    Miller & Kafes Associates, Inc., New York, N.Y. (1978-1986)
                    Vice President. Valuation and evaluation of major
                    investment-grade retail, commercial, industrial and
                    residential real estate throughout the United States
                    together with computer applications and analyses.

                    Town & City Properties PLC, London, England (1970-1978)
                    Management/Development Surveyor. Management, valuation and
                    development of major investment-grade real estate for major
                    national property company, throughout the United Kingdom.
                    Experience variously included property management of major
                    commercial real estate portfolio (including general
                    management, valuation, lease negotiations and legal matters)
                    and development of major commercial properties (including
                    project feasibility analyses, planning procedures, project
                    management, leasing, financing and general legal matters).

                    L.W. Ellwood & Co., Ridgewood, N.J. (1969) Appraisal
                    Assistant. Commercial real estate consulting, valuation and
                    evaluation, nationwide.


PROFESSIONAL
ACTIVITIES:        Member:         Fellow of the Royal Institution of Chartered
                                       Surveyors (FRICS), since 1985.

                                   Associate of the Royal Institution of
                                       Chartered Surveyors (ARICS), 1972-1985

                   Associate Member: Appraisal Institute

EDUCATION:          Diploma in Surveying (Estate Management), City of Leicester
                    Polytechnic, Leicester, England - 1969

                    Appraisal Institute courses successfully completed:
                    Appraisal Principles, Basic Valuation Procedures,
                    Capitalization Theory and Techniques - Parts I, II & III,
                    Valuation Analysis and Report Writing, Investment Analysis
                    and Standards of Professional Practice.
<PAGE>

                                    LANDAUER
                             REAL ESTATE COUNSELORS
- --------------------------------------------------------------------------------
                           Professional Qualifications

                               DOUGLAS W. PORT WAY


EXPERIENCE:         Landauer Associates, Inc. New York, NY (since 1996)
                    Director, Valuation and Technical Services Division General
                    counseling, valuation, evaluation and investment analyses of
                    major retail, commercial, industrial and residential real
                    estate nationwide.

                    CoreStates Financial Corp., Philadelphia, PA (199 1-1995)
                    Vice President, Real estate valuation and review for lender
                    financing, disposition, workout and asset management.

                    Landauer Associates, Inc. (1987-1991) Assistant Vice
                    President, Valuation and Technical Services Division.
                    General counseling, valuation, evaluation and investment
                    analyses of major retail, commercial, and industrial real
                    estate nationwide.

                    Miller & Kafes Associates, Inc., New York, NY (1984-1987)
                    Appraisal and valuation of retail, commercial, hotel and
                    industrial realty throughout the United States together with
                    computer applications and analyses.

PROFESSIONAL
ACTIVITIES:         Candidate: Appraisal Institute


EDUCATION:          Bachelor of Arts, Fordham College, Fordham University, New
                    York - 1983 Appraisal Institute courses successfully
                    completed:

                        Appraisal Principles, Valuation Procedures,
                        Capitalization Theory and Techniques - Parts I, II,
                        Advanced Applications, and Standards of Professional
                        Practice.
<PAGE>

                                    LANDAUER
                             REAL ESTATE COUNSELORS
- --------------------------------------------------------------------------------
                           Professional Qualifications

                               GREGORY A. CERVIERI


EXPERIENCE:         Landauer Associates, Inc., New York, NY (since 1995)
                    Associate, Valuation and Technical Services Division Real
                    estate consulting, emphasizing appraisals of commercial
                    properties and feasibility studies for office and retail
                    properties.

                    Barenholtz & Farrell, New York, NY & Southport, CT
                    (1992-1994) Appraiser. Real estate counseling services,
                    including property valuation, management consulting,
                    portfolio analysis and transaction counseling.

                    JC Contracting, Fort Lee, NJ (1988-1992) Principal.
                    Independent contractor responsible for sales development,
                    bidding and job organization of commercial contracting
                    projects and home construction, repair and renovation.

                    Local Union #6, Jersey City, NJ (1986-1991)
                    Carpenter/Foreman. Worked on major projects in Manhattan and
                    Bergen, Hudson and Essex Counties in New Jersey, including
                    Newark Airport's Terminal C, office buildings, shopping
                    centers and hotels. Coordinated jobs and managed a crew of
                    twenty-eight carpenter/journeymen.


PROFESSIONAL
ACTIVITIES:         MAI Candidate - Appraisal Institute


EDUCATION:          Master of Science in Real Estate; New York University Real
                         Estate Institute, New York, NY
                    Bachelor of Arts in Biology and Psychology; University of
                         Rochester, Rochester, NY
<PAGE>

                 [Letterhead of LANDAUER REAL ESTATE COUNSELORS]


July 17, 1997

Mr. David Martin
Investment Manager
Metropolitan Life Insurance Company
Real Estate Investments
5420 LBJ Freeway, Suite 1310
Dallas, TX 75240

Re: Retail, Offices & Garages at Copley Place, Boston Dear 

Mr. Martin:

In accordance with your instructions we have estimated the market value (as
defined by the Uniform Standards of Professional Appraisal Practice) of the
leasehold interest, as of June 30, 1997, in the portions of Copley Place,
Boston, MA which are listed below:

1.    Approximately 368,413 square feet of enclosed retail space including a
      107.922 square foot Neiman Marcus store and approximately 260,491 square
      feet of small store space. The center is approximately 96.6% occupied with
      approximately 93 tenants;

2.    Approximately 845,000 square feet (NRA) of office space in four towers
      with approximately 37 tenants;

3.    The Central Parking Garage containing approximately 830 spaces;

4.    The Dartmouth Parking Garage containing approximately 698 parking spaces.

The residential component and the two hotels are excluded from the appraisal
although, certain common area and central plant contributions by the hotels were
included in the analysis.

This letter is to preliminarily confirm the results of our analyses prior to the
issue our self-contained appraisal report which is to follow. In accordance with
the Uniform Standards of Professional Appraisal Practice (USPAP), this letter
report constitutes a "Restricted" report and may be relied upon only by
Metropolitan Life insurance Company. The values reported are subject to the
summaries of assumptions and cash flows which were previously provided and to
the assumptions, limiting conditions and other analyses which will be contained
in our self-contained report which is to follow, our conclusions cannot be
understood properly without reference to these items.
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

Mr. David Martin                                                   July 17, 1997
Metropolitan Life Insurance Company                                       Page 2


The function of the appraisal is to assist you in connection with the
refinancing of the property.

In the course of the assignment, we have:

1.    Inspected the property and its environs;

2.    Reviewed the property's relevant physical, functional, locational and
      legal characteristics. As a result of this, amongst other things, it was
      concluded that the highest and best use of the property is "as developed";

3.    Considered local economic conditions and trends along with the relevant
      real estate market conditions and trends;

4.    Analyzed the operating performance of the property including, where
      appropriate, the historical operating data, the owner's budgets,
      comparable market data and Landauers knowledge of both comparable
      properties and general industry-wide trends;

5.    Developed valuation assumptions and prepared cash flow projections, as a
      basis for discounted cash flow analyses;

6.    Estimated the market value of the leasehold interest. Primary emphasis has
      been placed upon the income approach to value, in general, and the
      discounted cash flow technique in particular, reflecting the actions of
      typical buyers and sellers of properties such as this. The cost approach
      was not be employed as it does not lend itself to properties of this
      physical, legal and economic complexity and is not employed by typical
      buyers and sellers. The market approach suffers from similar limitations
      although, relevant transactions have been reviewed to gauge the general
      reasonableness of the valuation assumptions employed and the resultant
      value conclusions.

Based upon the foregoing, we have estimated that the market value of the
leasehold interest in the referenced portions of Copley Place, Boston, MA, as of
June 30, 1997, was:

                      THREE HUNDRED FIFTEEN MILLION DOLLARS
                                 ($315,000,000)

   Allocated as follows:
   Retail Portion                     $147,000,000
   Office Portion                     $122,000,000
   Garage/Hotel Common area portion   $ 46,000,000
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

Mr. David Martin                                                   July 17, 1997
Metropolitan Life Insurance Company                                       Page 3

These allocations have been provided only to identify the reLative contributions
of the various components to the aggregate value; they do not necessarily
reflect the individual values of the components as separate entities.

It should be emphasized that, at the request of the client, the valuation has
been performed over an accelerated time frame and that, following the initial
provision of property data, only limited assistance was received from the
property ownership in response to various queries relating to the operations and
leasing of the property. In certain instances, therefore, where answers to
various operating and leasing questions were not provided, we have made what we
believe to be reasonable assumptions based upon our previous knowledge of the
property, which was appraised by Landauer in 1992, and general industry-wide
trends.

We appreciate the opportunity to have been of service to you in connection with
this assignment.


Sincerely,


LANDAUER ASSOCIATES, INC.


/s/ James C. Kafes                                  /s/ Michael J. Patis
James C. Kafes, MAI CRE                             Michael J. Patis, FRICS
Executive Managing Director                         Managing Director

/s/ Douglas W. Portway                              /s/ Gregory A. Cervieri
Douglas W. Portway                                  Gregory A. Cervieri
Director                                            Associate
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

Mr. David Martin                                                   July 17, 1997
Metropolitan Life Insurance Company                                       Page 4

ASSUMPTIONS AND LIMITING CONDITIONS

This appraisal report has been made with the following general assumptions:

1.    Title to the property is assumed to be good and marketable unless
      otherwise stared. No responsibility is assumed for the legal description
      or any legal matter. The property is considered to be under responsible
      ownership, management, subject to responsible leasing efforts, and free of
      all liens and encumbrances except as specifically discussed herein.

2.    The property is appraised free and clear of any or all liens or
      encumbrances unless otherwise stated.

3.    The definition of value and the other definitions and assumptions on which
      the analyses are based are set forth in appropriate sections of this
      report and are to be part of these General Assumptions as if included here
      in their entirety.

4.    All engineering is assumed to be correct. The sketches, plot plans and
      drawings included in this report are included only to assist the reader in
      visualizing the property.

5.    It is assumed that there are no hidden or unapparent conditions in the
      property, soil, sub-soil, or structures which would render the properties
      more or less valuable. No responsibility is assumed for such conditions or
      for arranging for engineering which would be required to discover them.
      All materials used in the structures on the appraised property are assumed
      to be free of asbestos, toxic materials. Or any other potential health
      risks unless otherwise so stated and identified herein. No opinion is
      expressed on structural or mechanical conditions.

6.    This appraisal was prepared without an engineer's building inspection
      report. Without such information we cannot accurately project the impact
      any major expenditures would have on the value of the property.
      Accordingly, the estimated value reported herein reflects the total value
      of the subject as if unaffected b~ major expenditures, which include
      capital improvements and deferred maintenance. If major expenditures
      exceed the capital improvements assumption utilized in our cash flow
      assumptions, it will be necessary to deduct the additional costs from our
      value conclusion.

7.    It is assumed that there is full compliance with all applicable federal,
      state and local environmental regulations and laws, that all applicable
      zoning and use regulations and restrictions have been complied with,
      unless a nonconformity has been stated. defined and considered in the
      appraisal report.

8.    It is assumed that all required licenses, certificates of occupancy,
      legislative or administrative consents from any local or national
      governmental or private entity or organization have been
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

Mr. David Martin                                                  July 17, 1997
Metropolitan Life Insurance Company                                      Page 5


      or can be obtained or renewed for any use on which the value estimate
      contained is this report is based.

9.    It is assumed that the utilization of the land and/or improvements is
      within the boundaries or property lines of the property described herein
      and that there is no encroachment or trespass unless noted within the
      report.

10.   The information furnished to the appraisers by the client and others, as
      contained in this report, is considered to be from reliable sources and
      where feasible, has been verified; however, no responsibility is assumed
      for the accuracy of this information. Our estimate of value, reported
      herein, has relied upon property data provided by Urban Retail Properties
      Co. including allocations of income and expenses between the retail,
      office, parking, hotel, central plant and other components of the complex.
      The appraisers reserve the right to modify the value conclusion should the
      accuracy of that information change subsequent to delivery of this report.

11.   At the request of the client, the valuation has been performed over an
      accelerated time frame and, following the initial provision of property
      data, only limited assistance was received from the property ownership in
      response to various queries relating to the operations and leasing of the
      property. In certain instances, therefore, where answers to various
      operating and leasing questions were not provided, we have made what we
      believe to be reasonable assumptions based upon our previous knowledge of
      the property, which was appraised by Landauer in 1992, and general
      industry-wide trends.

12.   Tenant lease data utilized in the cash flow projections was based upon
      detailed computerized lease abstracts provided by the property owner,
      verified against a sampling of lease abstracts prepared by the client's
      attorney.

13.   It is assumed that all and any costs associated with tenant improvements
      and lease commissions for all leases which commenced prior to the date of
      value have been paid in full prior to the appraisal date, unless
      otherwise noted.

14.   This appraisal is based upon and supported by available factual economic
      and market data and our interpretation of market conditions as of the date
      of inspection of the property. Although we believe that our assumptions
      and forecasts are well supported, we cannot be held responsible for
      unforeseeable events which may alter market conditions prior to the
      effective date of the opinion of value.

15.   The Americans With Disabilities Act ("ADA") became effective January 26,
      1992. Landauer has not made a specific compliance survey and analysis of
      the subject property to determine whether or not they are in conformity
      with the various detailed requirements of the ADA. It is possible that a
      compliance survey of the property, together with a detailed analysis of
      the
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

Mr. David Martin                                                  July 17, 1997
Metropolitan Life insurance Company                                      Page 6


      requirements of the ADA, could reveal that the property is not in
      compliance with one or more requirements of the Act. If so, this fact
      could have a negative effect upon the value of the property. Since we have
      no direct evidence relating to this issue, we did not consider possible
      non-compliance with the requirements of ADA in estimating the value of the
      property.

The appraisal report has been made with, and is subject to, the following
general limiting conditions:

1.    Use and disclosure of the contents of this report is governed by the
      bylaws and regulations of the Appraisal Institute. In accordance with the
      Uniform Standards of Professional Appraisal Practice (USPAP), this letter
      report constitutes a "Restricted" report and may be relied upon only by
      Metropolitan Life Insurance Company. The values reported are subject to
      the summaries of assumptions and cash flows which were previously provided
      and to the assumptions, limiting conditions and other analyses which will
      be contained in our self-contained report which is to follow; our
      conclusions cannot be understood properly without reference to these
      items.

2.    Possession of this report, or a copy thereof, does not carry with it the
      right of publication. It may not be used for any purpose by any person
      other than the party to whom it is addressed without the written consent
      of the appraiser and, in any event, only with proper written qualification
      and only in its entirety.

3.    The appraisers herein, by reason of this appraisal report, are not
      required to give further consultation, testimony or to be in attendance in
      court or at any governmental or other hearing with reference to the
      property without prior arrangements having been made relative to such
      additional employment.

4.    The distribution, if any, of the total valuation in this report between
      land and improvements applies only under the stated program of
      utilization. The separate allocations for land and buildings must not be
      used in conjunction with any other appraisal and are invalid if so used.

5.    Special Limiting Conditions may be stated in various portions of this
      report, and are to be carefully noted in accepting this appraisal.
<PAGE>

LANDAUER
REAL ESTATE COUNSELORS

Mr. David Martin                                                  July 17, 1997
Metropolitan Life Insurance Company                                      Page 7

CERTIFICATION

The undersigned certify to the best of their knowledge and belief that:

The statements of fact contained in this appraisal report and upon which the
analyses, opinions and conclusions expressed herein are based are true and
correct. This report is made subject to the Assumptions and Limiting Conditions
in this report, which set forth all of the limiting conditions (imposed by the
terms of the assignment or by the appraisers) affecting the analyses, opinions
and conclusions contained in this report.

Employment and compensation for making this appraisal are in no way contingent
upon the values reported, and we certify that we have no direct or indirect
current or prospective personal interest or bias in the subject matter of this
appraisal report or to the parties involved. No one other than the undersigned
prepared the analyses, opinions or conclusions concerning real estate that are
set forth in this report.

This report has been made in conformity with the Uniform Standards of
Professional Practice and in accordance with the requirements of the Code of
Professional Ethics and the Standards of Professional Practice of the Appraisal
Institute. The use of this report is subject to the requirements of the
Appraisal Institute relating to reviews by its duly authorized representatives.
James C. Kafes is currently certified under the Continuing Education Program of
the Appraisal Institute.

During the course of this assignment, the retail portion of the subject property
was inspected by Michael J. Patis on June 24, 1997 and the office and garage
portions were inspected by Douglas W. Portway on July 16, 1997. Michael J. Patis
previously inspected the entire property on December 19, 1991. James C. Kafes
and Gregory A. Cervieri have not inspected the property.



/s/ James C. Kafes                                  /s/ Michael J. Patis
James C. Kafes, MAI, CRE                            Michael J. Patis, FRICS
Executive Managing Director                         Managing Director

/s/ Douglas W. Portway                              /s/ Gregory A. Cervieri
Douglas W. Portway                                  Gregory A. Cervieri
Director                                            Associate



                                   DISCLAIMER

The appraisal report appearing below is addressed to NationsBank of Texas, N.A.
("NationsBank"). NationsBank does not represent that the presumptions or
conclusions in the appraisals are relevant or accurate and does not endorse the
conclusions set forth in the appraisal. Any value, presumption, or conclusion
regarding the property or properties appraised in the report must be verified
independently of NationsBank. This appraisal has not been approved by
NationsBank and is being transmitted without representation and warranty of
NationsBank.
<PAGE>
- --------------------------------------------------------------------------------

                                APPRAISAL REPORT

                             The Circles Apartments
                             2260-98 N. Main Street
                           Salinas, California 93906

                                       and

                             North Plaza Apartments
                            2310-2348 N. Main Street
                           Salinas, California 93906

                Effective Date of Appraisal: September 28, 1996

                                 APPRAISED FOR:

                           NationsBank of Texas, N.A.
                           Real Estate Risk Assessment
                           901 Main Street, 51st Floor
                            Dallas, Texas 75202-3714

                                  APPRAISED BY:

                            ROBERT SAIA & ASSOCIATES
                                313 Avalon Avenue
                          Santa Cruz, California 95060

- --------------------------------------------------------------------------------
<PAGE>

                          ROBERT SAIA, MAT & ASSOCIATES
                        Property Appraisers & Consultants
- --------------------------------------------------------------------------------

September 28, 1996

Mr. Gary D. Long
Real Estate Risk Assessment
NationsBank of Texas, N.A.
901 Main Street, 51st Floor
Dallas, Texas 75202-3714

Dear Mr. Long:

As requested, Robert Saia & Associates has completed a market value "as is"
appraisal of both the 319-unit apartment complex known as "The Circles," located
at 2260-98 N. Main Street and the 120-unit apartment complex known as "North
Plaza," located at 2310-48 N. Main Street, in Salinas, California. As
instructed, these complexes have been appraised together as one complex (i.e.,
439 units).

The property rights appraised are those of the leased fee interest. As of the
appraisal date, there are 308 occupied and 11 vacant units in "The Circles" and
115 occupied and 5 vacant units in "North Plaza" (3.6% vacancy rate). All but
approximately 80 units are on short-term leases (less than one year), thus there
is no leasehold or leased fee bonus values to consider. In other words, the fee
simple and leased fee values are the same.

The function of this appraisal is to aid in proper underwriting, loan
classification and/or disposition of the subject property in conjunction with a
pending portfolio purchase that includes the subject property. The effective
date of the appraisal is September 28, 1996, the first inspection date of the
property.

This report was prepared as a Complete Appraisal, Summary Report" following
generally accepted and established appraisal practices that comply with the
Uniform Standards of Professional Appraisal Practice (USPAP) and also in
accordance with the NationsBank Appraisal/Evaluation Guidelines for Appraisers.
As instructed, the cost approach has been omitted. Although the cost approach
has very little relevancy in the appraisal of apartment complexes in this area,
its omission may be considered by some to invoke the Departure Provision.

The Limiting Conditions and Assumptions contained at the conclusion of this
report are a vital part of the appraisal. There are no extraordinary assumptions
that affects the appraisal.

The market value estimate is based on an exposure time of four months. Based on
our analysis and investigation, as discussed in the attached summary appraisal
report, the


    Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095
<PAGE>

Page 2
Mr. Gary Long


Market Value "As Is" of The Circles Apartments and North Plaza Apartments, as of
September 28, 1996, is as follows:

      --------------------------------------------------------------------
                           TWENTY ONE MILLION DOLLARS
                                  ($21,000,000)
      --------------------------------------------------------------------

The above is the value of the real estate only. Personal property value is
nominal, and plays no significant role in the operation of the apartments. If
you should have any questions, please contact our office.

Respectfully Submitted


/s/ Robert Saia
Robert Saia, MAI
OREA Cert. #AG003191 (exp. 12/7/96)


    Robert Saia & Associates 3)3 Avalon Avenue Santa Cruz, CA (408) 458-9095
<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


                                TABLE OF CONTENTS

Summary of Salient Facts ...................................................  1
Purpose of the Appraisal ...................................................  3
Function of the Report .....................................................  3
Valuation Date .............................................................  3
Property Right Appraised ...................................................  4
Location and Property Identification .......................................  4
Property History & Ownership ...............................................  4
Project Overview ...........................................................  4
The Extent of the Appraisal Process ........................................  5
Competency Statement .......................................................  7
Regional Description .......................................................  8
City of Salinas ............................................................ 19
Salinas Apartment Market ................................................... 22
Neighborhood Description ................................................... 23
Site Analysis .............................................................. 24
Current Taxes & Assessments ................................................ 26
Improvement Description .................................................... 29
Highest and Best Use Analysis .............................................. 32
The Appraisal Process ...................................................... 34
Income Capitalization Approach ............................................. 35
Sales Comparison Approach .................................................. 54
Reconciliation of the Value Estimates ...................................... 64
Marketing Period Estimate .................................................. 65
Exposure Period Estimate ................................................... 65
Allocation of F,F&E ........................................................ 66
Assumptions and Limiting Conditions ........................................ 68
Certification of Appraisal ................................................. 71

ADDENDA
Photographs of the Subject Property
Maps
Floor Plans
Apartment Building Sales Sheets
Rent Roll and Operating Statements
Qualifications


    Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095
<PAGE>

The Circle & N. Plaza Apartments. Salinas. CA


                            SUMMARY OF SALIENT FACTS
- --------------------------------------------------------------------------------

CLIENT:                             NationsBank

PROJECT NAME:                       The Circles Apartments/North Plaza
                                    Apartments

NO. OF UNITS:                       439

ADDRESS:                            2260-98 & 2310-48 N. Main Street, Salinas,
                                    CA

LOCATION:                           North Salinas

A.P.N.:                             253-111-014,015 & 253-121-025

THOMAS BROS. MAP:                   T.B. 225 A-1 (Monterey County)

CENSUS TRACT NO.:                   105.00

ZONING:                             R-H-2.3 (High Density Residential District)

RENT CONTROL:                       None (No pending)

HIGHEST & BEST USE:
     -As improved...                existing apartments
     -As vacant...                  high density residential development

PROPERTY RIGHTS APPRAISED:          Leased Fee Interest

SALE HISTORY OVER PAST 5 YEARS:     None

CURRENT OWNERSHIP:                  Betty O. Thysen Trust

UTILITIES:                          Municipal services (water, electricity and
                                    sewer) are available and connected.

LAND AREA:                          17.23 acres

SITE DENSITY:                       18.51 units per net acre

FLOOD ZONE:                         Zone B per Panel #060202- 0001 D (11/4/81)

TOTAL # RENTABLE UNITS              319-The Circles + 120-North Plaza 439; an
                                    additional unit (a lbr-1ba 753 sf plan) is
                                    used as a maintenance/storage room and is
                                    unavailable for rent.

YEAR BUILT:                         1979-83 & 1986

NET RENTABLE BUILDING AREA (sf):    274,885 sf plus 123,400 sf = 398,285 sf

COMMON AREA AMENITIES:              Security gated entrances, lawn areas,
                                    asphalt drives, concrete walks, 2 swimming
                                    pools, 1 jacuzzi, 1 exercise room, 1
                                    racquetball court, 2 tennis courts, 4
                                    laundry rooms (14'x 21' )/asphalt drives,
                                    concrete walks, 2 playground areas.

OCCUPANCY CHARACTERISTICS:
No. of Vacant Units:                11-The Circles + 5-North Plaza = 16 total
                                    units
No. of Pending Evictions:           5


   Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095    1
<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


ACTUAL NUMBER OCCUPIED UNITS:
     on 9/28/96 and OCCUPANCY RATE: 323(96.4%)


PROJECTED AVERAGE OCCUPANCY
     for the YEAR ENDING 1996:      96-97.0% (no significant. changes
                                    anticipated over next four months)

GROSS ACTUAL REVENUE
     as reported for 1995:          $3,024,558 (includes "other" income)

ACTUAL MONTHLY RENTAL INCOME
     as reported as of 9/28-96:     $295,339 (nic laundry and "other")

STABILIZED NET INCOME EST.
as of APPRAISAL DATE:               $1,873,800

EST. EXPOSURE and MARKETING TIME:   2-6 months marketing, 4 month exposure

CONDITIONS TO APPRAISAL:            No unusual conditions. Reference is made to
                                    Assumptions & Limiting Conditions in Addenda

================================================================================

 MARKET VALUE "as is": $21,000,000 September 28, 1996 (4 month exposure period)

================================================================================


   Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095    2
<PAGE>

PURPOSE OF THE APPRAISAL
================================================================================

The purpose of this appraisal is to estimate the market value "as is" of the fee
interest for the real estate only.

"Market Value," as used in this appraisal, is defined as "the most probable
price which a property should bring in a competitive and open market under all
conditions requisite to a fair sale, the buyer and seller, each acting prudently
and knowledgeably, and assuming the price is not affected by undue stimulus.
Implicit in this definition is the consummation of a sale as of a specified date
and the passing of title from seller to buyer under conditions whereby:

            o     Buyer and seller are typically motivated;

            o     Both parties are well informed or well advised, each acting in
                  what he considers his own best interests;

            o     A reasonable time is allowed for exposure in the open market;

            o     Payment is made in terms of cash in U.S. dollars, or in terms
                  of financial arrangement comparable thereto; and,

            o     The price represents the normal consideration for the property
                  sold unaffected by special or creative financing or sale
                  concessions granted by anyone associated with the sale."

            (*Source: Office of the Comptroller under 12 CFR, Part 34, Subpart
                Appraisals, 34.42 Definitions [f])

"Market value `as is' " means an estimate of the market value of a property in
the condition observed upon inspection and as it physically and legally exists
without hypothetical conditions, assumptions, or qualifications as of the date
of inspection.."

FUNCTION OF THE APPRAISAL
================================================================================

The function of this appraisal is for the exclusive use of NationsBank, its
subsidiaries, and/or affiliates, for loan underwriting purposes in conjunction
with a portfolio purchase that includes this property. It may be used in
connection with the acquisition, disposition and financing of the sale of the
property.

VALUATION DATE
================================================================================

The date of valuation is September 28, 1996. This is the date of the last
property inspection.


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PROPERTY RIGHTS APPRAISED and DEFINED
================================================================================

The unencumbered fee simple estate of the property has been valued. This
ownership interest is defined as:

"Absolute Ownership Unencumbered by any other interest or estate; subject only
to the limitations of eminent domain, escheat, police power, and taxation".

Leases of seven to twelve months are considered short in duration and do not
create any favorable leaseholds by the tenants. Technically speaking, the leased
fee interest is being valued, although a percentage of the rental units are on a
month-to-month basis. Because of the nature of a short term lease, as well as a
strong correlation between contract and market rent, the value estimated for the
subject property is essentially reflective of the fee simple interest.

IDENTIFICATION and LOCATION OF SUBJECT PROPERTY
================================================================================

The subject property is north of E. Bolivar Street and south of Russell Road on
the east side of N. Main Street in the "North Salinas" section of the city. "The
Circles Apartments" are located at 2260-98 N. Main Street, and "North Plaza
Apartments" are at 2310-48 N. Main Street within the City of Salinas,
California, 93906. "The Circles" consists of two separate and distinct parcels
described by the Monterey County Assessor's Office as 253-111-014 and
253-111-015. "North Plaza" consists of one parcel described by the Monterey
County Assessor's Office as 253-121-025. A legal description is included in the
preliminary title report which is made a part of this appraisal.

PROPERTY HISTORY and OWNERSHIP
================================================================================

Title to the property is vested in:          Betty O. Thysen Trust

THE CIRCLES APARTMENTS & NORTH PLAZA APARTMENTS-OVERVIEW
================================================================================

The Circles Apartments is a 319 unit apartment complex located within a twenty
(20) building design layout on 17.23 acres. Circles Apartments is the largest
apartment complex north of U.S. 101 Freeway in Salinas. "Circles" was
constructed over a four (4) year period beginning in 1979. One additional unit
(a 1br/1ba 753 sf plan) is used as a maintenance and storage room. All units are
either one or two bedroom plans. North Plaza is a 120-unit apartment complex
located within a twenty-four (24) building design layout on 6.087 acres. "North
Plaza" was constructed in 1986 and shares an access over its southerly boundary
line with "The Circles" complex. Unit types consists of both one story one
bedroom plans or two-story townhouse style three bedroom two bathroom plans.
Access to The Circles is from three (3) different areas: the main access is from
N. Main Street; a rear access is from Perez Street; a third access is from a
shared asphalt paved street also used by residents of North Plaza. North Plaza
has only one access: it is the shared street along its southerly boundary line
with The Circles. All apartment units in both developments are provided with one
carport. There are an

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additional 176 uncovered parking spaces that are available in The Circles; there
are an additional 125 uncovered spaces available in North Plaza.

Amenities offered by The Circles Apartments include lawn-greenbelt areas, two
swimming pools, one Jacuzzi, one exercise room, one racquetball court, two
tennis courts, and four laundry rooms (14' x 21'). North Plaza Apartments has
approximately one acre of its total area devoted to asphalt paved access that is
shared with The Circles Apartments. The resulting high density does not allow
for many amenities as found in The Circles Apartments. In addition to the
asphalt paved streets and greenbelt areas, there are only two children's
playgrounds. There are no swimming pools located exclusively within the North
Plaza Apartments. All of the units in The Circles and North Plaza have
fireplaces. Utilities provided by the landlord include water, trash removal,
sewer, and basic cable television. Each of the twenty (20) buildings in The
Circles is provided with a 250-gallon hot water heater. Each of the individual
apartments in North Plaza are served with a 30-gallon hot water heater.

Both The Circles Apartments and North Plaza Apartments are served by an office
manager's building located just past the security entrance gates fronting to N.
Main Street. This building is located adjacent to one of the swimming pools and
contains a gross building area of 1,407 square feet. The basic structure is wood
frame with exterior stucco finish over a concrete slab foundation. Architectural
design is considered contemporary. The interior is configured with three (3)
separate office rooms, a full kitchen, and a large open reception room dominated
by a large fireplace with a brick hearth. Ceiling is wood-beam cathedral-like
with two custom ceiling fan fixtures. There are also men's and women's
restrooms. The building makes good use of large glass panels providing a vista
of the adjacent pool and deck areas.

In conclusion, the overall exterior appearance of the subject property (both The
Circles Apartments and North Plaza Apartments) is considered above average to
good and reflective of other more recently constructed and competing high
density residential developments within the North Salinas area.

The reader is directed to the Improvement Description of this report for further
comments regarding the individual units and their respective interior
improvements.

THE EXTENT of THE APPRAISAL PROCESS
================================================================================

The extent of the appraisal process encompasses the necessary research and
analysis to prepare a report in accordance with the intended use, the Uniform
Standards of Professional Appraisal Practice as set forth by the Appraisal
Foundation, and the Standards of Professional Practice of the Appraisal
Institute.

With regard to the valuation of the subject property, the following steps were
involved:


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      1.    The property was last inspected and photographed on September 28,
            1996. This date is considered the "effective date" of this
            appraisal.

      2.    The overall exterior sites (The Circles Apartments and North Plaza
            Apartments) were personally inspected by the appraiser. The on-site
            office manager provided interior access to a representative sample
            of individual units within the developments. The resulting site and
            improvement descriptions were based on my inspection as well as on
            conversations with Lincoln Property Management representatives.

      3.    Regional, county, city, and neighborhood data were based on
            information taken from a variety of sources, including, but not
            limited to, City of Salinas Planning Department, Monterey County Tax
            Assessor's Office, City of Salinas Public Works Department, City of
            Salinas Building Department, the Association of Monterey Bay Area
            Governments, Salinas Chamber of Commerce, independent private
            studies, newspaper articles and my own files.

      4.    Research and investigation of current market conditions for
            apartment properties in the city of Salinas.

      5.    Interviews with brokers, appraisers, property owners and/or managers
            and lenders, as well as the relevant public agencies as described
            above.

      6.    The highest and best use was formed by information gathered in the
            previous steps.

      7.    After assembling and analyzing information defined in this extent of
            the appraisal process, final estimates of market value by each
            applicable valuation method were made.

      8.    And, finally, a single value estimate from within the concluded
            value by each approach was made. Greatest weight was given to those
            approaches felt to have the most influence on the purchasing
            decision.

Unless otherwise stated in the report, the existence of hazardous materials,
which may or may not be present on the property, was not observed by the
appraiser. The appraiser has no knowledge of the existence of such materials on
or in the property. The appraiser is not qualified, however, to detect such
substances. The presence of toxic or caustic substances or other potentially
hazardous materials may affect the value of the property. The value estimate is
predicated on the assumption that there are not such materials on or in the
property that would cause a loss in value. Any such findings which would
indicate otherwise could result in a decrease in value.


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COMPETENCY STATEMENT
================================================================================

In accordance with the competency provision in the USPAP, the appraiser
certifies that his education, experience and knowledge is sufficient to appraise
the type of property being valued (apartment complex) and that no appraiser has
provided significant professional assistance to the person inspecting the
subject property in the completion of the analysis other than those mentioned in
the Certification of Appraisal (see Addenda).

Robert Saia, MAI has appraised this property type in the past and has the
knowledge and experience necessary to complete this appraisal assignment. See
Appraiser's Qualifications in the Addenda for additional information.

The appraiser's analyses, opinions and conclusions were developed and this
report has been prepared in conformity with the Uniform Standards of
Professional Appraisal Practice (USPAP) Standards 1 - 3, and NationsBank
appraisal policy. This appraisal assignment was not based on a requested minimum
valuation, a specific valuation or the approval of a loan.

The Departure Provision in the USPAP was not utilized in the preparation of this
report.

The appraiser's compensation is not contingent upon the reporting of a
predetermined value or direction in value that favors the cause of the client,
the amount of the value estimated, the attainment of a stipulated result or the
occurrence of a subsequent event.

================================================================================


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REGIONAL ANALYSIS
================================================================================

Market value is affected by a number of externalities; e.g., geographic,
economic and environmental, governmental forces, utility, supply & demand and
effective purchasing power. Real estate is affected by externalities more than
any other economic good, service, or commodity. It is imperative that an
appraiser observe and analyze external influences in order to identify patterns
and trends, and how they relate to the subject property. Trends such as
population shifts, declining apartment occupancy rates, or increased housing
sales in an area are relevant in order to understand the real estate
marketplace. Thus the Regional Description & Analysis is important in this
appraisal because it establishes the basis for determining the highest & best
use of a property as well as information used in applying the three approaches
to value. The scope of this regional analysis relates to the type of property
being appraised, its complexity and the approaches used to estimate value.

Monterey County is located in a portion of California that is often referred to
as the "Central Coast," which encompasses the area known as the "Monterey
Peninsula." The county is oriented northwest to southwest, and runs parallel to
the Pacific Ocean. The county has a relatively long and narrow shape, with an
average of only 30 miles; elevations range from sea level to 5,844 feet atop
Junipero Sierra Peak, located 12 miles inland in the Santa Lucia Range.

Monterey County is bounded by the Pacific Ocean on the west, Santa Cruz County
to the north, San Luis Obispo county to the south, and San Benito, Kings and
Fresno counties to the east. The area is located approximately 125 miles south
of San Francisco and 350 miles north of Los Angeles. Approximately 105 miles of
California's 840 miles of coastline lie along the westerly boundary of Monterey
County.

On the whole, Monterey County has a rural orientation, with substantial tracts
of land devoted to agriculture and open space uses. The county encompasses 3,784
square miles, or approximately 2,127,400 acres of land area. An interesting
statistic is that nearly 27 percent of this total county area is
government-owned. Twenty-five percent is owned by the federal government with
major holdings such as Fort Hunter Liggett, Fort Ord, Los Padres National Forest
and Camp Roberts. The remaining two percent is controlled by the state and
county.

Geographical location and features exhibit strong influences on the county's
climate. The Pacific Ocean is responsible for the county's Mediterranean
climate, characterized by year round moderate temperatures, cool, dry summers,
and short, rainy seasons. Pacific winter storms are blocked by the Santa Lucia
Range, allowing considerably less rain to fall on the Salinas Valley.
Temperature and rainfall have important implications for the county's two major
economic staples, agriculture and tourism. Mild temperatures allow for
exceptionally long growing seasons for farming. Rainfall patterns, while
following predictably dry weather, require reservoir and ground water storage to
meet year round irrigation needs.


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Population

Approximately one half of the county's population lives within the seven
incorporated cities and adjoining unincorporated areas of the Monterey
Peninsula. The eight principal cities are Monterey, Marina, Seaside, Sand City,
Del Rey Oaks, Pacific Grove, Carmel-by-the Sea and Salinas. The incorporated
areas consist of 31.5 square miles, or about one percent of the county's total
land area. The major factor for the high population density of the Monterey
Peninsula vis-a-vis the rest of the county, is the unsurpassed natural beauty of
the area --especially the coastline and beaches.

Based on the most recent U.S. Census (January 1, 1990), the population of
Monterey County grew by approximately 24 percent during the last decade. This
growth has helped push the county's total population up to approximately 382,547
in 1994. For reference, the county's growth rate over the preceding decade was
just under the state's overall gain of 26 percent. In the previous census period
(1970--1980) the county's total population grew 17 percent, from 247,450 to
290,444.

While county's growth has been strong, the level varies from area to area. As
shown below, the population of Salinas, the largest city and the county seat,
increased by 35.2 percent between 1980 - `90. The growth in Salinas constitutes
approximately 43 percent of the county's total population increase during that
period. In contrast, the population of the city of Monterey increased by a more
modest 16 percent over that census period. As shown, not all communities in the
county experienced tremendous population growth. Population growth was much
steadier in the cities of Seaside, Pacific Grove and Del Rey. In large part,
growth in these communities is limited due to a lack of developable land.

MONTEREY COUNTY: Population Growth 1980 - '90
(1990 U.S. Census)

- --------------------------------------------------------------------------------
City/Area                     1980        1990      Total No.   % Change
- ---------                     ----        ----      ---------   --------
Salinas                      80,479     108,777      28,248      +35.2%
Seaside                      36,567      38,901       2,334       +6.4%
Monterey                     27,558      31,954       4,396      +16.0%
Marina                       20,647      26,436       5,789      +28.0%
Pacific Grove                15,755      16,117         362       +2.3%
King City                     5,495       7,634       2,139      +38.9%
Greenfield                    4,181       7,464       3,283      +78.5%
Soledad                       5,928       7,146       1,216      +20.5%
Gonzales                      2,891       4,660       1,769      +61.2%
Carmel-by-the-Sea             4,707       4,239        (468)      -9.9%
Del Rey Oaks                  1,557       1,661         104       +6.7%
Unincorporated Areas         84,679     105,252      20,573      +24.3%
- --------------------------------------------------------------------------------

The most recent population estimates show that the population of Monterey
County, based on the January 1, 1995 estimates for California cities and
counties prepared by the State of California Department of Finance, was 382,547.
Recent trends show most of the increase occurring in the Salinas Valley cities
rather than on the Monterey Peninsula. For example, in 1993, the fastest growing
city in the county was Soledad (+6.1%), with nearby Greenfleld (+5.3%) and Sand
City tying for second place. Population growth in Soledad is largely
attributable to an expansion of the


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state Correctional Facility and the development of two large residential
subdivisions. Greenfleld's city manager reported that population growth has been
spurred by reasonable prices for single family detached housing but that future
growth is limited due to a lack of land.

Based on projections by the State Finance Department, released in April 1993,
Monterey County is projected to post a 15.6 percent gain in population by the
year 2000 --representing an increase to approximately 414,000 people. In
contrast, San Benito's population is projected to increase by 37 percent by the
year 2000; Santa Clara County's by 13.4%; 14.4% for Santa Cruz County; and,
21.6% statewide.

Below are the Finance Department's projections by county through the year 2030.

PROJECTED POPULATION GROWTH
(Calif. Dept. of Finance)

- --------------------------------------------------------------------------------
  County            1990          2000          2010          2020          2030
  ------            ----          ----          ----          ----          ----
Monterey         356,000       414,000       485,300       574,100       670,900
San Benito        37,000        50,700        66,500        83,200       100,900
Santa Clara    1,502,200     1,703,900     1,839,700     1,958,600     2,064,100
Santa Cruz       230,800       264,000       291,800       322,300       354,100
Statewide     29,976,000    36,444,000    42,408,000    48,977,000    56,100,000
- --------------------------------------------------------------------------------

Transportation

The major passenger transportation system in the county is via private
automobile. The freeway system consists of Highways 101, 1 and 183; and, State
Routes 156 and 68. Highway 101 runs north and south from San Francisco, along
the West Bay, and through San Jose toward Los Angeles. Highway 1, the Coast
Highway, runs north and south from the coastal region of San Francisco and
through Santa Cruz toward San Luis Obispo County. Highway 68, the
Salinas-Monterey Highway, intersects with Highway 1 and connects the Monterey
Peninsula with the Salinas Valley to the south and Highway 101 to the north.
There are 1,300 miles of county roads and approximately 500 miles of city
streets for a total of 2,000 road miles in the county.

In Monterey County, AMTRAK provides rail passenger service, and the Southern
Pacific Transportation Company provides rail freight service. Salinas is the
only city in the county that now has rail passenger service. SPRR is the main
line between Los Angeles and San Francisco.

The Monterey Peninsula Airport provides air freight and passenger service in and
out of the county. Over the past 20 years, the airport has shown a moderate
growth pattern. In 1970, the number of passengers totaled 411,497. In
comparison, the number of passengers had grown to 523,040 by 1989 (+1.4% per
annum). Today, passenger service is provided by United, Wings West, Pacific
Coast Air and West Air. The cities of Salinas and King City both have municipal
airports. And with the closure of Fort Ord, Marina has discussed plans to
convert Fritzsche Army Airfield into its own municipal airport.


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There are harbors at Monterey and Moss Landing (4 miles from the subject) which
have boating facilities with a reported 2,000 small crafts launching from its
ramps every month. Approximately 1,800 transient crafts visit the harbors
annually. Monterey Bay and Monterey harbor areas attract a significant portion
of the tourism industry that provides jobs and an economic base for the Monterey
Peninsula area and the county as a whole.

Fort Ord and the Military Influence

With its various military installations located throughout the Monterey
Peninsula area, including control of approximately 27 percent of all of the land
in the county, the influence of the military on Monterey County has been
significant. This influence has had a considerable financial impact, including
military and civilian payrolls, local purchase and contracts, construction in
the area, as well as the increase in government aid to local schools due to the
military population in the area. The local housing market has also been
significantly effected by the presence of the military. This impact, however,
has been primarily on the apartment rental market in the communities of Marina
and Seaside.

The closure of Fort Ord was the dominant economic news for the county during
1994. The closing was the single largest national closure to date, with most of
the base's 35,000 residents and $600 million payroll moving to other bases.
Currently, the base's 44 square miles of land is being administered by the Fort
Ord Reuse Authority. Local communities formed the Fort Ord Reuse Authority as an
advisory planning committee which under an agreement formed a Fort Ord Joint
Powers Agency (JPA). The JPA agreement gave voting membership to the cities of
Marina, Seaside, Sand City, Del Rey Oaks, Monterey, and Salinas and extended
non-voting status to Pacific Grove and Carmel. The county is also a voting
member. The premise of the JPA was to create a forum for discussing reuse
issues; to facilitate community involvement and to speed up the decision process
via a cohesive voting unit.

Initially, the base closure stirred dire predictions about the short-term impact
on the county. However, as the closure set in, the immediate economic impact was
much less severe than expected, and limited primarily to the adjacent
communities. Fort Ord was so large that much of the base was self-contained with
its own housing, stores, services, and restaurants.

The long-term prospects after closure are encouraging, assuming the base's land
can be opened to large scale private sector development. In fact, the first
major reuse of the base was the opening of the California State
University-Monterey Bay which opened its doors on August 28, 1995 to 633
students.

The state university at Fort Ord "is expected to grow substantially over the
years, attracting students, well paid employees, research dollars and private
businesses," according to the 1995 BT Commercial Real Overview published in
April 1995.

The Fort Ord complex was the largest military installation in the county with a
total of 28,057 acres --nearly the size of the city and county of San Francisco.
Approximately 22 percent of the


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base (6,250 acres) was developed with barracks, housing, motor pools,
administrative buildings, and various other support facilities.

Other military installations on the Monterey Peninsula include the Presidio of
Monterey, which is the home of the Defense Language Institute (foreign language
school for all branches of the armed forces); the United States Naval Post
Graduate School (NPGS), and the United States Coast Guard Station. The United
States Department of Interior maintains 304,035 acres in the Los Padres National
Forest and 164,503 acres along the Big Sur coast in the Ventana wilderness.

Fort Ord Reuse Plans

After more than six years of planning, the final version of the Fort Ord reuse
plan shows a closed military base converted to a huge community of new homes,
businesses, schools, parks, hotels and golf courses.

The four volume reuse plan, filed in public libraries in the area during the
first week of June 1996 by the Fort Ord Reuse Authority, has evolved from the
days when a 250 member community task force first saw the base as an educational
center.

Along the way, planners ruled out suggestions that Fort Ord might give way to a
"Disneyland in the dunes", an industrial center with 12 story high rises
sprinklered about, or an endless shopping center with no room for houses.

The more realistic, final plan, which the FORA board is expected to act on in
July includes market research, financing analyses, economic forecasts and
population projections.

Still, the numbers in the reuse plan are almost overwhelming:

- -Nearly 4,000 acres of land available for private owners, an area six times the
size of Carmel.

- -More than 13,000 new houses to be built, half as many as now exist in Salinas.

- -About 12 million square feet of industrial parks and office complexes, enough
to fill an area 20 times the size of Del Monte Shopping Center in Monterey.

- -More than 45,000 new jobs in those businesses, a third as many as now exist in
the entire county.

- -A new community of more than 71,000 people, twice as many as now live in
Monterey.

- -About 1,800 hotel rooms, three times as many as the Hyatt Regency in Monterey
and eight times as many as Embassy Suites in Seaside.

- -Development costs of $451 million over the next 20 years, as much money as it
takes to run the city of Pacific Grove for 50 years.


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The plan shows development, including the 800 acre military enclave left behind
as the Presidio of Monterey Annex, the 1,300 acre California State University at
Monterey Bay (CSUMB), the 845 acre Marina Municipal Airport and as many as seven
golf courses, covering about a third of the 44 square file base.

About 18 percent of the land at Fort Ord has been developed. Another 14 percent
is slated to be developed in the next 60 years, according to the reuse plan.

About two-thirds of the base is to be preserved in its natural state by the U.S.
Bureau of Land Management (BLM), the State Department of Parks and Recreation,
the University of California Natural Reserve System, the county, and the city of
Marina.

The environmental impact report for the reuse plan fills one of the volumes, a
327 page document, filed in early June as FORA's proposed final plan.

The environmental analysis doesn't have many specifics because a special state
law allows that at Fort Ord. The reuse plan, which has taken six years and many
political battles to achieve, is seen as a master sketch, with details and
designs to be filled in as individual development projects emerge.

Fort Ord's Impact on the Local Economy

It is extremely difficult to accurately ascertain the full impact that Fort
Ord's closure has had on the local economy because California was suffering
through a recession during the early part of the 1990's when the base was
closing. The recession has made it difficult to isolate how much of the impact
the close of Fort Ord has had on the economy. What has been evident is that
there was a short-term glut of rentals on the Monterey Peninsula. Surrounding
communities, especially Marina, Seaside and Sand City suffered the greatest
negative impact as the closure process evolved. Conversely, the prestigious
residential areas such as Pebble Beach, Carmel and the more upscale areas of
Monterey were not impacted by the closure. Similarly, the City of Salinas'
housing market was not adversely affected to a significant degree.

In the Salinas Valley the base closure has had little to no significant impact.
Rather, population growth and new development in the area of Salinas continued
to be most effected by issues such as the shortage of water and salt-water
intrusion. In general, the Salinas Valley could be described as being somewhat
of an isolated market area. As such, a Salinas Valley location became more
desirable, as investor's uncertainty associated with Fort Ord's closure was
primarily directed at investment properties located on the Monterey Peninsula.

Overall, a somewhat stagnant to moderate housing market appears to be the
continued status for the general area over the short term, although there are
signs that economic conditions are improving. This is especially the case in
nearby Santa Clara County ("Silicon Valley") where the housing and rental
markets have exploded due to strong job growth. Little investment activity
and/or new construction is anticipated in the communities adjoining Fort Ord, at
least until the major issues surrounding the redevelopment/reuse of the base are
resolved. As discussed, there


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are several issues surrounding the base closure and its reuse which need to be
resolved before the prevailing atmosphere of uncertainty blanketing the local
real estate market is cleared.

Business / Industry

Monterey County, with a full-time civilian work force of approximately 172,000
- -175,000 workers, has two major urban areas --Salinas and the Monterey
Peninsula. As shown on the following page, employment in Monterey County (not
including agriculture) is projected by the Employment Development Department
(EDD) to average 113,100 in 1996, which will be 2,400 jobs above the 1989 annual
average. At just +2.2 percent, this very small gain in jobs reflects EDD's
assessment of the impact of the Fort Ord closure.

Unemployment rates in Monterey County have been consistently higher than for
California as a whole. The seasonal nature of the county's economy accounts for
double-digit unemployment in the winter when agriculture, food processing, and
tourist-oriented industries are at a lull.

Agriculture

While the economy of Monterey County is diversified, agriculture is the county's
leading industry and the mainstay of the local economy. Agriculture provides
approximately 1/4 of the county's basic income. Almost 1/ 5 of California's
top-producing crop farms are located in Monterey County. With 86 farming
operations, the county ranks second in the state, behind Fresno County with 97
farming operations. A farming operation is defined as a farm producing a crop
with a value in excess of $4 million. The county ranks third in the state in
gross dollar agricultural production, making it one of the top ten producing
counties in the nation. Monterey County has a total of 976,000 acres used
exclusively for agriculture and another 343,680 are combined agricultural and
grazing land. The county's highly productive agricultural land is often referred
to as the "fog belt" agricultural area of California. The long growing season in
this area makes it possible to grow as many as three crops annually.

Nationwide, the county leads in the production of lettuce, broccoli, artichokes,
cauliflower, mushrooms, and strawberries. According to the county's agricultural
commissioner, strawberries were the third-ranked cash crop in 1994, behind
broccoli and head lettuce.

Despite the damage done by the 1995 historic floods, the crop value for Monterey
County agriculture surpassed the $2 billion mark, after creeping toward the
milestone for several years.

The 1995 crop value, $2.03 billion, market a 4.8 percent increase over 1994.
Among the top 12 crops, the order in terms of dollar value remained almost
identical to that of 1994.

Besides breaking local production records, Monterey County surpassed Kern County
in 1995 to become the third in the state in gross dollar value of agriculture.
It was surpassed by only Fresno and Tulare counties. By the same measure,
Monterey County also is the largest vegetable producing county in the United
States. The crop value for the state of California stands at $20 billion.


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The Circle & N. Plaza Apartments, Salinas, CA


Assuming water for irrigation remains sufficient, employment in agriculture is
projected to increase as growers expand production of vegetables and
labor-intensive strawberry and nursery crops. But because of foreign
competition, the rate of growth will be slower through 1996 than over the past
seven years. Foreign demand for the county's produce remains strong, however.
Additional market growth is also expected as the pre-cut salad mix processing
market is rapidly expanding.

Agriculture continues to be effected by water availability. Even with above
normal rainfall in 1993 and 1996, the effects of years of drought have brought
to focus the water issue. At this time, the issue of sufficient water supply and
overdrafting (saltwater intrusion) are being addressed through water
conservation and other management practices which have included moratoriums on
new development. Other issues facing the agriculture industry include nitrates
leaching into groundwater and soil compaction.

Tourism/Convention Industry

Following agriculture, the health of the county's business and industry is tied
to the tourism./convention industry. According to the California Office of
Tourism, an estimated 5 million visitors spent $1.2 billion in 1991 in traveling
to Monterey County. That total represented about 2 percent of statewide travel
spending that totaled $54.1 billion.

As shown in the following table, Monterey County ranked ninth among the state's
counties in total travel dollars spent in 1991.

TRAVEL IMPACTS BY COUNTY: 1991
(Office of Tourism, April 1993)

- --------------------------------------------------------------------------------
Travel Expenditures Payroll Employment Tax Receipts ($000)

 County              ($000)         ($000)      (Jobs)         Local  &   State
Los Angeles     $13,617,556     $3,316,360     154,734     $221,008     $391,987
San Francisco     5,777,445      1,524,457      63,236       99,816      133,011
Santa Clara       1,816,493        414,511      26,269       39,982       62,715
Alameda           1,502,588        353,077      19,663       25,024       46,024
San Mateo         1,496,321        363,301      18,626       26,209       41,447
Monterey          1,062,686        199,309      16,210       29,922       45,087
Sonoma              571,605        117,118       8,788        9,660       26,355
Santa Cruz          385,672         80,350       5,347        7,464       13,561
Napa                321,794         67,972       5,078        7,023       13,489
San Benito           49,459          8,713         724          591        2,327
- --------------------------------------------------------------------------------

The Association of Monterey Bay Area Governments (AMBAG) estimates that 15
percent of total employment in the county and about 45 percent of all services
and trade employment in the


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The Circle & N. Plaza Apartments, Salinas, CA


county are supported by tourism. The Monterey County Hospitality Association
estimates that the industry is directly responsible for creating over 16,000
jobs locally with a payroll of nearly $200 million. And including the estimated
10,000 indirect jobs, the payroll increases to $322 million. By the Monterey
County Hospitality's estimates, the "trickle-down" effect of tourism puts the
total impact at $4 billion to $5 billion. Restaurants, hotels and inns, retail
trade, numerous publications, and a variety of other service-oriented businesses
are directly dependent on the tourist trade for their welfare.

Based on 1989 data, there was a total of 220 lodging facilities in Monterey
County consisting of 10,381 rooms. Because the majority of the tourism industry
is centered around the hotel and convention complexes, it has more of an impact
on the Monterey Peninsula area.

The Monterey Peninsula area provides for a plethora of recreational and cultural
activities which in combination with the natural scenic beauty create a
tremendous attraction for tourism. The area has a number of public beaches that
cater to swimming and sunbathing as well as surfing and scuba diving. In
addition to the beaches, there is boating and sailing as well as two yacht clubs
servicing the Monterey Peninsula. The area also boasts a number of parks and
campgrounds, including the Los Padres National Forest and State beaches and
parks. Within these parks and reserves, there are facilities for riding, hiking,
hunting, and fishing. There is also the renown Del Monte Forest area and its
17-Mile Drive; Cannery Row and Fisherman's Wharf as well as the
Carmel-by-the-Sea and the ocean-front drives of the peninsula communities.

The growth of the tourist industry is reflected in the continuous extension of
the visitor season. More and more small business meetings, conventions and
recreational events are now being held on a year-round basis. Although travelers
and visitors to the Monterey Peninsula area come from all over the world, the
primary points of origin are from within California, particularly within one
day's driving distance. Again, attractions such as the Monterey Bay Aquarium and
John Steinbeck's Cannery Row, as well as the Monterey Fisherman's Wharf,
continue to be prime sources of vacation and tourism attractions.

Paralleling the growth of the travel & lodging industry, was the development of
the Monterey Bay Aquarium. The aquarium was approved by the coastal commission
in 1978 and the 60,000 square foot facility was completed in 1985. The entire
cost of the $50 million aquarium was absorbed by the philanthropist/businessman
David Packard. The aquarium drew 2.227 million visitors in its first year and
has averaged approximately 1,730,000 annually through 1991 --making it the
single largest tourist attraction in the county. A substantial expansion to the
facility is now underway. Upon completion of the expansion, attendance is
expected to substantially increase.

Occupancy for hotels and motels often reach 100 percent during peak season on
the Monterey Peninsula. In fact, visitation patterns are being strongly affected
by the lack of available rooms. The major limiting factor to the growth of the
tourist industry in Monterey County in the future will be accommodations and
facilities. According to statistics provided by the Monterey Peninsula Chamber
of Commerce, the average occupancy rate has been approximately 65-75 percent,
although 1996 is turning out to exceed the numbers.


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The Circle & N. Plaza Apartments, Salinas, CA


In an effort to further promote tourism, leaders in Monterey County's tourism
industry are beginning an ambitious campaign to market the area. The general
plan is to form an alliance among merchants, city officials and representatives
of major events such as the Monterey Jazz Festival and Sports Car Racing
Association of the Monterey County.

The strategy for expanding tourism in the county is to spread out the times when
visitors come to the county and to advertise the attractions of the region,
rather than just Monterey, Pebble Beach or Carmel. Traditionally, the tourist
season peaks from Memorial Day to Labor Day. Additionally, the alliance would
like to also extend the average stay from two to three days in the county. To
that effect, tourists would be encouraged to spend time touring the Big Sur
Coast, wineries of Salinas and Carmel Valley, John Steinbeck's Salinas, and even
the lesser-known missions of San Antonio and Soledad.

The concept of "ecotourism" is also being promoted as a means of courting more
visitors to the county. Monterey County, by virtue of its fragile ecosystem,
scenic natural beauty and 20 years of "no growth" planning policy appears
ideally suited to this new industry. Because the future of Monterey County may
very well depend on its natural environment, "ecotourism" represents a mutual
interest of both business and environmentalists. Thus the adverse impacts of
increased traffic, use of precious water and growth of facilities geared to
tourists are sure to be carefully weighed as community leaders look towards
expanding the tourism industry in order to offset losses from the closure of
Fort Ord.

Monterey County's tourist season has traditionally run from Memorial Day to
Labor Day, but recent patterns of hotel occupancy and retail sales show that the
season starts and ends later.

The summer 1995 aquarium attendance was up 10% over 1994. In June and July 1995,
attendance was up 7 percent and 7.6 percent, respectively, over the same months
of last year. August was expected to experience increases of up to 5 percent,
according to Mr. Jim Hekkers, vice president of external affairs at the Monterey
Bay Aquarium.

Commercial Market

The county's office market caters primarily to small local service business,
while most regional and national companies located on the Garden Road/Ryan
Ranch/Highway 68 corridor, drawn by newer buildings, attractive rents, better
parking ratios, and large contiguous spaces.

The industrial market is tight in Monterey County. Vacancies are minimal and
have continued to decline. Contiguous blocks of available space over 15,000
square feet are non existent. Most knowledgeable real estate brokers expect
rents to increase slightly over the next year. New development should be limited
because of minimal available industrial-zoned land.

The local retail market may seem crowded with large shopping complexes on the
drawing boards in Salinas and Sand City, but marketing reports and consultants
say there's room for more.


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The Circle & N. Plaza Apartments, Salinas, CA


Housing Market

Monterey County's real estate sales surged in April/May 1996 with total sales
coming in 67 percent higher than for the month last year. The increased activity
has promoted optimism about a recovering market. The median home price for the
county is approximately $300,000. This is up slightly over the past year.

Regional Description & Analysis ---Conclusion

A survey of statistics on agriculture, home sales, retail sales and other
indicators shows that the Monterey County economy is proving wrong the dire
predictions made before Fort Ord closed down. For decades, farming and the
military were the area's two economic mainstays. Today agriculture remains
paramount, but other sectors are changing rapidly to fill the void created by
the base closure.

Jobs

While unemployment estimates remain seasonally high, county business have added
more than 6,000 new jobs in the past 12 months, mostly in agriculture and
service related fields, according to the State Employment Development
Department.

Construction

Although the county construction permits dropped by about 4 percent in 1995,
when compared to the year before, to about $319 million, single family dwelling
starts have bolstered this year's construction, which is about 20 percent ahead
of last year's rate. In addition, government projects are still underway,
including the $100 million Natividad Medical center in Salinas. Completion is
expected in early 1997. Built around a courtyard, the new facility will offer
patients an array of outpatient services devoted to the needs of families, women
and children. Construction has started on the 680,000 square foot Westridge
Shopping Center in Salinas. It is expected that the Wall Mart Store will open in
February, 1997.

Real Estate Sales

Although Monterey County is considered the second least affordable area in the
country, higher priced homes on the Peninsula are still attractive, particularly
to the people in the 45 to 54 age range.

Agriculture

Monterey's total crop ranks third in the state in total dollar value, behind
Fresno and Tulare counties. In terms of vegetable production,, the county is the
largest in dollar value in the country. The county's crops amounted to 10
percent of the statewide crop total of $20 billion in 1995.

Tourism

The area's coastline, golf courses and resorts attract visitors from throughout
the world. In 1995, attendance at the Monterey Bay Aquarium was 1.6 million and,
with the opening of the Outer Bay wing in March, attendance is expected to go as
high as 2.2 million this year, according to aquarium officials.


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The Circle & N. Plaza Apartments, Salinas, CA


CITY OF SALINAS-COMMUNITY PROFILE

The City of Salinas, incorporated in 1874, is located eight miles inland from
the Monterey Bay, at the head of the Salinas Valley. The level fertile floor of
the valley tapers to a funnel just north of the City. The original King's
Highway, now called El Camino Real and/or Highway 101, traverses the approximate
center of the valley floor from the Prunedale area of rural north Monterey
County to King City to the south. Other cities located in the valley south of
Salinas includes Chular, Gonzales, Soledad, Greenfleld, San Lucas, and San Ardo.
A map of the city appears in the Addenda.

Salinas has been recognized historically as the distribution center for
agricultural products from the Salinas Valley, one of the world's richest, most
fertile growing areas, with approximately 1,000 square miles of land. The
economic base of Salinas has always been agriculturally oriented; however,
during the past decade, rising property values have helped to make the city of
Salinas a bedroom community of the Monterey Peninsula.

Salinas has become the population growth center of the Monterey Bay region.
Recent projections show the city will continue to grow at an annual rate of 3
percent.

There are 100 manufacturing firms in Salinas. The leading group classes of
products are food, electronic components and electrical products. The largest
manufacturing firms in the community are: Simplot Corporation, 550 employees;
National Refractories, 419 employees; Integrated Device Technology, 360
employees; Radionics, 359 employees; and McCormick & Company, Inc. (Shilling),
350 employees.

The city has three distinct geographical business areas: South Salinas, East
Salinas, and North Salinas (where The Circles Apartments and North Plaza
Apartments are located).

South Salinas

"Old Town" is located south of West Market Street, along Main Street in south
Salinas. This area has many specialty retail stores, financial institutions and
restaurants. The City is actively pursuing the redevelopment of "Old Town."
Since 1974, $15 million in private investments, matched by $34 million in
publicly financed improvements, have been committed to this project. This
redevelopment has revitalized the area and has attracted many new commercial
tenants to this part of the city. This redevelopment is to include the Steinbeck
Plaza, which is anticipated to be a much-heralded showpiece of the city's
downtown district. It will consist of a mixed land-use project for the blighted
100 block of South Main Street and will include a five-story, 94 room hotel with
rooftop restaurant; a five story, 110,000 square foot office building with
conference rooms and retail shops; a four level parking garage; restaurants with
a total seating of 400; and a 33,000 square foot public plaza that will include
an amphitheater.

County and city government offices are located in the south Salinas area. This
part of the city is generally known as the financial center. It has the highest
concentration of larger office buildings. One of the largest tenants in south
Salinas is the County of Monterey and its support service agencies. Salinas is
the county seat of Monterey County. As the county seat, Salinas serves as the
area's center for finance and agribusiness. It has captured nearly 40 percent of
the county's office development.


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The Circle & N. Plaza Apartments, Salinas, CA


North Salinas

The north Salinas business district of the city is located along North Main
Street, south of Boronda Road and north of East Laurel Drive. The Northridge
Regional Shopping Center, with over 120 specialty shops, three savings and
loans, a bank, theater complex, and four major department stores, is located in
this area of the city. In 1985, Northridge concluded a four year expansion,
representing an investment of over $55 million. Convenience stores, financial
institutions and other neighborhood stores are also located along North Main
Street, which connects the north and south Salinas areas. Over the past five
years, with the development of Northridge Shopping Center, north Salinas has
become the retail center of the city. Office development in this part of the
city has generally been directed toward smaller buildings.

East Salinas

The East/Alisal area of Salinas is generally described as that part of the city
that is located east of Highway 101 and Natividad Road. The central commercial
district is located along East Alisal. Portales de Alisal, a three level mix of
retail shops and day care center, as well as medical and other professional
offices, are planned on approximately eight acres located in the 500 block of
East Alisal Street, in the Hebbron Heights neighborhood of the Alisal District.
Neighborhood retail shops, small professional office users and trades people
comprise the typical tenant profile in the east Salinas area.

Vacancy in this area is low. Very few spaces are for lease. New retail space has
leased very well as evidenced by the strong activity of a 19,600 square foot
retail/shopping center located at 45 Sanborn Road.

Population & Growth Percentage-City of Salinas vs. Monterey County

- --------------------------------------------------------------------------------
           Year                Monterey County             City of Salinas
- --------------------------------------------------------------------------------
           2000                    422,710                    144,500
- --------------------------------------------------------------------------------
           1995                    370,996                    122,390
- --------------------------------------------------------------------------------
           1990                    355,657                    108,777
- --------------------------------------------------------------------------------
           1980                    289,861                     80,479
- --------------------------------------------------------------------------------
           1970                    247,450                     58,896
- --------------------------------------------------------------------------------

Monterey County-Employment by Industry

- --------------------------------------------------------------------------------
                            1992         1998 (projected)        Percent Change.
- --------------------------------------------------------------------------------
  Agriculture              30,600             32,900                    8%
    Services               28,300             32,000                   13%
  Retail Trade             23,700             25,700                    8%
  Government               27,900             26,300                   -6%
 Manufacturing              8,900              9,800                   10%
Finance, Insurance,         6,300              7,000                   11%
  Real Estate                                                  
Transportation &            5,100              4,900                   .4%
 Public Utilities


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The Circle & N. Plaza Apartments, Salinas, CA


Wholesale Trade             5,000              5,100                    2%
  Construction              3,900              4,200                    8%
     Mining                  300                 200                  -33%

Local Economic Developments-City of Salinas

Early in 1996 the Salinas Valley Maximum Security Prison opened its new
operation with its expanded correctional facilities. The new facility added
nearly 700 new employees; an additional 800 new employees (the highest
percentage are correctional officers) have recently been added, and by the
beginning of 1997 an additional 450 new employees may be added. The recent
hirings have already impacted the local apartment housing market throughout
Salinas; interviews with numerous apartment managers have indicated that large
numbers of newly-leased units are to correctional officers working at the
Soledad State Correctional Facility; extremely limited housing within the city
of Soledad have heavily impacted the demand for rental units in Salinas,
considered only an approximate twenty (20) mile northerly commute from the
prison. Increases in the city's services, retail trades, manufacturing,
construction, and finance sector have resulted in a stronger demand for
affordable multi-family housing units. The current shortage of rental units has
been primarily the result of local economic activity. The expansion of the
Westridge Shopping Center, a 650,000 square foot retail center, is within
one-half mile of the subject property and includes a Wall Mart Store opening in
February, 1997; this will also increase housing demand in the North Salinas
area. Household Credit Corporation recently hired 200 new employees in 1996.

Residential Growth-City of Salinas

The Salinas Valley has long been an attractive area for homebuyers, especially
first-time buyers who are looking for an affordable home in Monterey County. The
average annual growth rate over the past 10 years was nearly 2 percent, and, as
a result of continuing developments throughout both Monterey County and Salinas
itself the rate should approximate 3 percent for the remaining few years to
2000.

Salinas has been moving forward with several new developments that will add
thousands of new people to the city by the time the next U.S. Census is taken in
the year 2000.

The Harden Ranch subdivision in North Salinas, for example, includes 1,683
single family homes, 719 multifamily units and an area for churches, schools and
a park. Creekbridge subdivision is a mix of new homes, including 1,000 single
family homes and 1,030 multifamily units. The Williams Ranch subdivision in East
Salinas was planned for 1,551 homes and 519 condominiums or apartment units.

If there are any restrictions to growth in Salinas it's the agricultural land
that surrounds the city. The city's master plan for growth forbids city
officials from considering new building projects to the south and west of the
city limits because that land is some of the richest, most productive farmland
in California. "Slow" of "No-Growth" policies will limit Salinas' development in
the south and west portions of the city; therefore, future developments will
concentrate more heavily in North Salinas, in the vicinity of The Circles
Apartments and North Plaza Apartments.


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The Circle & N. Plaza Apartments, Salinas, CA


City of Salinas-Apartment Market Analysis

Below is a simple chart illustrating the structural and vacancy characteristics
estimated for the City of Salinas, as of September 28, 1996, the effective date
of this appraisal. From a total of 35,902 housing units within the city, 13,247
units are considered multi-family (2 or more units in a structure). This equates
to 36.9 percent. This estimate includes apartment units in plan check or
currently under construction.

                                All Housing Units

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
 Total    1 unit-detached   1 unit-attached   2-4 units   5-9 units   10+ units   Mobile homes
- ----------------------------------------------------------------------------------------------
<S>            <C>                <C>           <C>         <C>          <C>         <C>  
35,902*        18,077             2,942         3,239       3,236        6,772       1,636
- ----------------------------------------------------------------------------------------------
</TABLE>
* Information provided by the Monterey County Association of Realtors and
  Association of Monterey Bay Area Governments.

Utilizing the number of apartment units indicated above there currently exists
13,247 apartment units. Since the end of 1992, no apartment units have been
built until 1996; the overall number has remained relatively constant for a
number of years. Based on the current estimated population of Salinas of 122,390
and applying a 35% multifamily ratio provides for a total renter population of
approximately 42,837. Dividing the renter population by the average 3.21
household size (estimated by the Association of Monterey Bay Area Governments)
suggests that the City of Salinas would need 13,345 apartment units to
accommodate this demand. Comparing this to the current apartment inventory of
13,247, a deficiency of 98 units exists. If this analysis is accurate, then this
explains why the market as a whole is experiencing a very low to no vacancy rate
at this time as reported by various apartment building managers throughout North
Salinas, South Salinas, and East Salinas. Again, this is very consistent with my
findings based on interviews with on-site managers, property managers, brokers
and other appraisers.

The Salinas apartment market is very tight with many of the larger
professionally managed complexes reporting 98%-I 00% occupancy with a waiting
list. The market has tightened up because of several factors including the
recent expansion of the Soledad prison facility wherein they recently hired
approximately 1,200 employees. As previously indicated, Household Credit
Corporation recently hired 400 new employees and a host of other ancillary
businesses have been hiring in and around Salinas. Additionally, the population
has been growing at approximately 3,500 new residents per year. Much of this
growth is due to the migration from Santa Cruz, Los Angeles, and San Jose. Many
of these people are purchasing homes in the newly-developed master plan
communities and many are renting. According to many of the on-site property
managers renters are coming from as far as San Jose which is approximately 3/4
of an hour drive north. Rents are significantly higher in San Jose. Rents in
Salinas are estimated at between $250 and $500 below San Jose rents and
therefore is attracting tenants who view making the commute an attractive
alternative to paying higher rents.

Below are the results of a survey performed by this appraiser of ten (10)
apartment complexes within the City of Salinas as of the date of this appraisal.
The average apartment building size was 146 units. The survey indicates the name
of the complex, total number of units, total number of vacant units, and total
number of units "on notice".


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The Circle & N. Plaza Apartments, Salinas, CA

                        Apartment Survey-City of Salinas
                               September 28, 1996

- --------------------------------------------------------------------------------
          Name              Total No. Units   No. Vacant Units   Units On Notice
- --------------------------------------------------------------------------------
Cypress Creek Apartments          288                0                 12
- --------------------------------------------------------------------------------
Cypress Landing Apartments        112                0                  0
- --------------------------------------------------------------------------------
Los Padres Apartments             220                4                  2
- --------------------------------------------------------------------------------
Mariner Village Apartments        176                1                  3
- --------------------------------------------------------------------------------
Northridge Park Apartments        232                3                  3
- --------------------------------------------------------------------------------
Kipling Manor Apartments           92                0                  0
- --------------------------------------------------------------------------------
Olive Tree Apartments              34                1                  0
- --------------------------------------------------------------------------------
Shadowbrook Apartments             88                3                  0
- --------------------------------------------------------------------------------
Sheridan Park Apartments          116                0                 10
- --------------------------------------------------------------------------------
Village Green Apartments          104                0                  4
- --------------------------------------------------------------------------------
TOTALS                          1,462               12                 34
- --------------------------------------------------------------------------------

This particular sample surveyed represents only 11.04 percent of the total
number of apartment rentals in the city of Salinas. Based on information from
the above respondents a vacancy rate of .8 percent was indicated. If one
includes the number of "units on notice" (tenants who plan to vacate within 30
days), the vacancy rate becomes 3.15 percent. Most of the tenants who have given
notices to vacate are considered "seasonal workers" engaged primarily in the
agricultural trades, according to property managers surveyed.

NEIGHBORHOOD DESCRIPTION AND ANALYSIS

The subject property is located in a northerly section of the North Salinas area
of the city bounded by Russell Road north, U.S. 101 Freeway west, E. Boronda
Road south, and San Juan Grade Road east. The area as defined is nearly
trapezoidal in shape, measuring approximately 8/10 of a mile along all sides
except E. Boronda Road, which forms the southerly boundary of the neighborhood
along an approximate 5/10 of a mile length. In all, the neighborhood contains a
total of approximately .52 square miles.

Immediate Neighborhood Environs

Beginning at the signalized intersection of N. Main Street and E. Boronda Road,
a neighborhood commercial zone, one finds a Blockbuster Video store, World
Savings Bank building, Denny's and Senor Taco restaurants. Major commercial
developments south of the intersection are primarily the Northridge Regional
Mall and Harden Ranch Shopping District.

Continuing in a northerly direction towards The Circle Apartments are North
Plaza Apartments is Boronda Plaza, a small commercial strip center containing
the Steinbeck Federal Credit Union, Farmers Insurance, and Lifetime Cookware.
Located across from this plaza on the corner of Castro Street and N. Main Street
under construction is a Chevron Service Station including a car wash and food
mart; financing for the project is being provided by the Bank of Salinas.


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The Circle & N. Plaza Apartments, Salinas, CA


On the corner of W. Lamar Street at N. Main Street is a 7-11 convenience store.
Also presently under construction on N. Main Street is a new Midas Muffler Auto
Service Center, supervised by San Jose Construction Company. Located at 2080 N.
Main Street is the Adams Motel, an older twenty (20) unit complex. Adjacent are
the Capitol Motel and a Quick Stop convenience store. On the corner of E.
Bolivar Street and N. Main Street is Soto Square Park, a neighborhood city-run
recreational park.

Located at 2170-76 is the Northridge Manor Garden Apartments, a small complex of
fifteen (15) residential units. Located at 2180 is a professional office
building (1-story) occupied by Farmers Insurance as its claims office. This is
considered a good quality Class C building. Located at 2210-12-14 is a small
wood frame office building known as the Wright Building. An older mobile home
park is located across N. Main Street from the subject property. Tracts located
east of the subject property to San Juan Grade Road are primarily improved with
older, detached single family residences.

The Santa Rita Elementary School and Park is located within the middle portion
of the neighborhood. The nearest freeway access is located either one-half mile
north of the subject property at Russell Road and N. Main Street or one-half
mile southwest at E. Boronda Road and U.S. 101 Freeway.

SITE ANALYSIS
================================================================================

General:   The Circles Apartments & North Plaza Apartments

Based on a plat map furnished by our client (a copy is included in the Addenda),
the site for The Circles Apartments contains a total of 17.23 acres. A survey of
the site has not been made, and it is assumed that the Plat Map is correct. The
site, which includes two separate and distinct legal parcels, has a rectangular
shape; please refer to the County Assessor's Plat Map on the following page. For
the North Plaza Apartments, the site consists of one parcel and is nearly
trapezoidal in configuration, containing 6.087 acres. A Monterey County
Assessor's Plat Map is also included. In total, 23.371 acres are indicated.

Topography and Drainage:

The topography of both of the sites is predominantly level to slightly rolling.
Drainage is believed to be adequate.

Access:

The Circles Apartments has three (3) different access alternatives: (1) The main
access is by means of N. Main Street to the west of the site; (2) the subject is
accessed from the south at an entrance from Perez Street; (3) lastly, the other
access is over a shared street with the North Plaza Apartments along the
northern portion of the property line. The North Plaza Apartments, on the other
hand, has only one access which is shared with The Circles Apartments.


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The Circle & N. Plaza Apartments, Salinas. CA


Utilities: All major utility services are available and connected to the
property. These utilities include sewer, water, electricity, cable television,
and telephone services. Sewer service is provided by the Monterey Regional Water
Pollution Agency. The capacity of the sewer plant is 30 million gallons per day.
Water is provided by the Alco Water Service and California Water Service
Company. For both water companies combined, the maximum daily pumping capacity
is 45,383,680 gallons per day. Quantity rates are $.7091 per 100 cubic feet.
Natural gas and electric power are provided by Pacific Gas & Electric (PG&E).
Local telephone service is provided by Pacific Bell. The City of Salinas
Department of Public Works has adopted a master plan of storm drains. Charges
are assessed on all on-site costs, plus off-site fees.

Site Hazards:

The subject property is located in a designated FEMA Zone "B", according to
Community Panel Map Number # 060202-0001D, dated November 4, 1981. The "B"
designation does not require flood insurance.

Earthquake Fault Zone

The property is not located in any known earthquake fault zones. However, the
region is subject to periodic earthquake tremors. We know of no particular
reason why the site would be at a greater risk than other area properties..

Rent Control:

Monterey County does not have rent control. The county does have an
"inclusionary housing" program that provides for affordable "low-income"
housing. Low and moderate housing assistance is available through a variety of
programs offered by the Housing Authority of Monterey County, the City of
Salinas and CHISPA, a non-profit housing developer. Apartment complexes for
low-income families, the elderly, handicapped and farm-labor families are
located throughout Salinas. The city has established a Housing Trust Fund to
help increase the supply of affordable rental units as well as opportunities for
home ownership.

Contamination/Toxics:

We have inspected the property with the due diligence expected of a professional
real estate appraiser. It is important to note, however, that the appraiser(s)
are not qualified to detect hazardous waste and/or toxic materials. Such a
determination would require investigation by a qualified expert in the field of
environmental assessment. To our knowledge, there are no potentially hazardous
materials that would affect the valuation and/or marketability of the property
as of the date of valuation.

The appraised of both The Circles Apartments and .North Plaza Apartments is
specifically predicated on the assumption that there are no hazardous. materials
on or in the property that would cause a loss in value.


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The Circle & N. Plaza Apartments, Salinas, CA


Easements and Restrictions:

Reference is made to the preliminary title report in the Addenda for easements
and restrictions. Both apartment complexes share a common 24' easement running
over their common boundary line which extends to N. Main Street. Property
easements for ingress-egress are considered typical and do not negatively impact
marketability.

Site Analysis Conclusion

In summary, the combined sites consists of 23.317 acres on three parcels
improved with 439 rentable units. All utilities are available, including sewer
service, electricity, gas, telephone and cable television. The site lies in
Flood Zone "B" (no flood insurance required). Zone "B" is typical of most of the
neighborhood, with the exception of the minor Santa Rita Creek channel two
blocks south of the subject property.

TAXES AND ASSESSMENT ANALYSIS

In the State of California, property is enrolled at 100% percent of market
value, as determined by the Assessor upon transfer of ownership or significant
new construction. The maximum tax rate cannot exceed one percent of the enrolled
value, plus general and/or special assessment bonds and fees approved by the
voters.

The current assessed value for The Circles Apartments is $6,272,018, broken down
as follows:

                  Land:                              $ 1,882,018

                  Improvements:                      $ 4,390,800

                  Personal Property:                 $ -0-

                  Total Assessed Value               $ 6,272,818

The current assessed value for the North Plaza Apartments is $6,189,011, broken
down as follows:

                  Land:                              $ 2,651,500

                  Improvements:                      $ 3,269,840

                  Personal Property:                 $   267,671

                  Total Assessed Value:              $ 6,189,011

For The Circles Apartments, real estate taxes for the 1996-97 tax year are
$67,625.32. Direct assessments of $1,262.70 are included. For the North Plaza
Apartments, real estate taxes for the 1996-97 tax year are $66,496.14. Direct
assessments of $1,032.62 are included. The tax rate for both properties is
1.057940 percent per $100 of frill cash value. Direct assessments are imposed


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by the North County Water Regional Agency (.004660) and by Santa Rita School
Bonds (.053280); these two rates are added, of course, to the one (1) percent
base tax rate as specified by Proposition 13 for California. There are no
special assessment bonds, according to the Monterey County Tax Collector
Department. Both installments have not been paid for 1996-97. The reader should
refer to the preliminary title insurance report for specific amounts of any
unpaid previous tax installments. The first installment for 1996-97 is due
November 10, 1996. The tax rate area for both The Circles Apartments and North
Plaza Apartments is 005-022.

Re-assessment of The Circles Apartments & North Plaza Apartments: Proposition 13

The current tax amounts for the 1996-97 tax year will not remain the same
beginning on July 1, 1197. According to Proposition 13 for California, the
subject property will be re-assessed, most likely based on the new sale price or
market value at time of sale. The assessments will be based on full cash value
using a tax rate per $100 of full cash value. The passage of Proposition 13
establishes a maximum property tax of one percent of full cash value. The
mandated one percent (1%) property tax level converts to a $1.00 base tax rate.
The additional rates imposed by the Water Regional Agency and Santa Rita School
Bonds will be added to the $1.00 base rate.


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ZONING DESCRIPTION AND ANALYSIS

The Circles Apartments and North Plaza Apartments are currently under the zoning
designation of R-H-2.3 by the City of Salinas. This zoning designation
specifically refers to a high density residential district. Section 37-44
addresses specific purposes of the particular district's regulations. They are
as follows:

(1) To provide appropriately located areas for high density multiple family
dwelling units consistent with the General Plan and with standards of public
health and safety established by the Salinas Municipal Code.

(2) To provide adequate light, air, privacy, and open space for each dwelling
unit and protect residents from the harmful effects of excessive noise,
population, density, traffic congestion and other adverse environmental impacts.

(3) To promote development of affordable housing by providing a density bonus
for projects in which a portion of the dwellings are affordable to qualifying
households.

(4) To achieve design compatibility through the use of site development
standards.

(5) To protect adjoining low density residential districts from excessive noise
or loss of sun, light, quiet, and privacy resulting from proximity to
multifamily dwellings.

(6) To provide sites for public and semipublic land uses needed to complement
residential development or requiring a residential environment.

(7) To ensure the provision of public services and facilities needed to
accommodate planned population densities.

For a comprehensive list of all property development regulations under the
R-H-2.3 Zoning District the reader may refer to the Addenda of this report.

Parking Requirements-On-site

Division 18-Off-Street Parking and Loading Regulations of the City of Salinas
Municipal Code lists all use classifications. For multifamily residential
complexes containing over ten (10) units, the off-street parking and loading
requirement is 1.6 spaces per unit.

The Circles Apartments has 323 carport spaces and 176 open spaces for a combined
total of 499 spaces. North Plaza Apartments has 120 garaged spaces and 125 open
spaces for a combined total of 245 spaces.

Conclusion

It appears that the subject property meets all applicable city zoning, building
and parking requirements.


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IMPROVEMENT DESCRIPTION AND ANALYSIS

The Circles Apartments were constructed over a four (4) year period from 1979 to
1983 and contain a total of twenty (20) two-story buildings configured in a
"circle" layout on the 17.23 acre site. There are a total of 319 rentable units
in six (6) floorplans; one unit is used as a maintenance-storage room by the
management company. The net rentable building area is 274,885 square feet. There
is also a 1,407 square foot office manager building located in the westerly
portion of the development near the security entrance gates fronting to N. Main
Street. There are also four (4) separate laundry rooms each containing 294
square feet. The Circles Apartments are considered a Class D Building(s)
Construction Type V (wood frame) of the Uniform Building Code. Class D buildings
are characterized by combustible construction. The exterior walls are made up of
closely spaced wood studs with an exterior stucco-masonry covering. The roof is
supported by a wood truss system with a concrete slab floor on 1st floor area.
The upper floor (2nd story) consists of plywood sheets. Also, the subject is in
a class of construction referred to as protected one-hour construction.

The N. Plaza Apartments were constructed in 1986 and contain a total of
twenty-four (24) buildings on a site of 6.087 acres. There are a total of 120
rentable units in two (2) floorplans. The net rentable building area is 123,400
square feet. All units contain interior washer/dryer areas(stacked). The Plaza
Apartments are considered a Class D Building(s) Construction Type V (wood frame)
of the Uniform Building Code. Class D buildings are characterized by combustible
construction. The exterior walls are made up of closely spaced wood studs with
an exterior wood siding, in this case. The roof is supported by a wood truss
system with a concrete slab floor on first floor area. The upper floor (2nd
story) consists of plywood sheets. Also, the Plaza Apartments is in a class of
construction referred to as protected one-hour construction.

Unit Mix-The Circles Apartments

- --------------------------------------------------------------------------------
             TYPE                     UNITS                   AREA (sf)
- --------------------------------------------------------------------------------
            1BR-1BA                     40                        715
- --------------------------------------------------------------------------------
            1BR-1BA                     79                        755
- --------------------------------------------------------------------------------
            1BR-1BA                     40                        777
- --------------------------------------------------------------------------------
            2BR-2BA                     40                        915
- --------------------------------------------------------------------------------
            2BR-2BA                     80                        983
- --------------------------------------------------------------------------------
            2BR-2BA                     40                      1,008
- --------------------------------------------------------------------------------
            TOTAL                      319                    274,885
- --------------------------------------------------------------------------------

Interior Improvements: The Circles Apartments

All of the units have fireplaces. Floor coverings consist of wall to wall
carpeting over concrete slab in lower levels and over plywood subfloor in upper
levels. Vinyl flooring is in kitchens and bathrooms. There is gas central forced
air heating throughout the units. The kitchens have


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Formica countertops, free-standing gas range and ovens, garbage disposals, and
dishwashers. Each of the twenty (20) buildings is served with a 250 gallon hot
water heater. Bathrooms are improved with fiberglass wainscoting and cultured
marble vanities. Overall condition is considered good. Many of the units have
recently been upgraded with new carpeting and interior painting.


Unit Mix-North Plaza Apartments

- --------------------------------------------------------------------------------
             TYPE                     UNITS                   AREA (sf)
- --------------------------------------------------------------------------------
            1BR-1BA                     52                        660
- --------------------------------------------------------------------------------
            3BR-2BA                     68                      1,310
- --------------------------------------------------------------------------------
            TOTAL                      120                    123,400
- --------------------------------------------------------------------------------

Note: Information regarding the individual unit sizes was made available by
drawings of floorplans provided to the appraiser by Lincoln Management Company.
The appraiser was provided access to representative floorplans of each
particular unit and has verified the accuracy of the floorplan and gross living
area, for both The Circles Apartments and North Plaza Apartments. The inspected
units are considered representative of the complex. It is assumed that the
condition of the interior units are similar with some variation.

Interior Improvements: North Plaza Apartments

All of the units have fireplaces. Floor coverings consist of wall to wall
carpeting over concrete slab in lower levels and over plywood subfloor in upper
levels. Vinyl flooring is in kitchens and bathrooms. There are gas wall heating
elements. Free-standing gas range and ovens, Formica counters, fan and hood
combinations, and dishwashers are typical kitchen amenities. There are enclosed
areas for stacked washer/dryers in each unit. There are also enclosed patio
yards with sliding glass door access. Recent upgrading has taken place with new
exterior painting and installation of mini-blinds. The overall condition is
good.

Effective Age: The Circles Apartments & North Plaza Apartments

The actual age of The Circles Apartments complex ranges from 13 years to 17
years, since the development was completed over a four (4) year period. An
average quality Class D apartment project is estimated to have a total economic
life of fifty (50) years. This is based primarily on the performance of many
comparable properties built in the 1940's and 1950's still in existence in
Monterey County and capable of attracting tenants due to upgrading and
above-average maintenance. In addition, the Marshall and Swift Cost Valuation
Service provides reasonable support for an estimated total economic life
expectancy of fifty (50) years. Because The Circles Apartments has undergone
substantial recent upgrading under the current management to date it is the
appraiser's opinion that an estimated overall effective age often (10) years is
considered reasonable and supportable. The actual age of the North Plaza
Apartments is 10 years. The Plaza Apartments is also considered representative
of average quality Class D apartment projects. Due to the recent complete
exterior painting of North Plaza and above-average maintenance and continual
upgrading and replacing of appliances it is my opinion that an effective age for
this development is estimated at 8 years.


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Remaing Economic Life: The remaining economic life of The Circles Apartments is
estimated at 40 years, although it certainly could be longer or even shorter.
This estimate is made by deducting the effective age of 10 years from total
economic life of 50 years. Also, the remaining economic life of North Plaza
Apartments is 42 years, based on a total economic life of 50 years.

External Obsolescence

Because some of the apartment units located in both The Circles and North Plaza
are in relative close proximity and front to N. Main Street, considered a feeder
street with moderately busy vehicular traffic, the Lincoln Property Management
was consulted as to any adverse effects these rental units have experienced in
attracting and maintaining tenants over a reasonable period of time. No
significant problems have occurred in renting any of the few units that are
located close to N. Main Street. Large lawn areas serve as a buffer zone between
N. Main Street and a few of the buildings that are located along N Main Street.
No measurable external inadequacies are noted in this report. There is no
difference in rental rates (i.e. rent loss) between apartment units located
along N. Main Street and from interior sections of the development.


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HIGHEST AND BEST USE ANALYSIS

Definition

Highest and best use, as used in this appraisal, is defined as that reasonable
and probable use that will support the highest present value, as defined, as of
the effective date of the appraisal, September 28, 1996. Alternatively, that
use, from among reasonably probable and legal alternative uses, found to be
physically possible, appropriately supported, financially feasible, which
results in highest land value.

The above definition of the "Highest and Best Use" is in reference to land that
is unimproved. In cases of improved land, a determination of the contributory
value of the improvements to the land must be made. The improvements found on a
site may be of inappropriate use, but will continue until the land value exceeds
the total value of the property in its existing use.

Discussion

Our opinion of the highest and best use of the subject land parcel will be
supported based upon our analysis of the four tests outlined below:

            1.    Legally Permissible Use. This type of use is legal and
                  conforms to the zoning assigned to property, as well as to the
                  City's planning goals.

            2.    Physically Possible Use. The shape, size, and available
                  utilities are adequate to serve this use.

            3.    Financially Feasible Use. Population and immediate income
                  statistics support the feasibility of the highest and best use
                  based upon the quantity, quality, and distribution of the
                  income and its prospective users.

            4.    Maximally Possible Use. An analysis of which possible legal
                  uses will produce a net return and/or create value to the
                  site.

All three standard appraisal approaches to value are affected by the highest and
best use. Therefore, valuation is highly dependent upon the conclusions set
forth by this analysis.

Physically Possible

Section 37-46 of the City of Salinas Municipal Code specifies a minimum lot size
of 7,200 square feet in a R-H-2.3 high density residential district. Both The
Circles Apartments and North Plaza Apartments contain sites of 750,539 and
265,150 square feet, respectively. A minimum of 1,800 square feet is required
for each unit, according to Section 37-46 of the Regulations. Based on this
requirement, therefore, both sites are physically capable of being developed
with the current improvements.


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Legal Permissible

The subject is zoned and general plan designated to allow high density
residential uses. As existing, the subject is a legal and conforming use.

Financially Feasible In evaluating the most reasonable and probable use of the
vacant site, we considered the demographics of the surrounding area, land use
patterns, local market supply and demand, general market conditions, and the
physical characteristics of the property itself The most feasible and marketable
use for the subject site(s) appears to be for apartment use, given the present
shortage of rental housing in Salinas, which is a result of the local economy
and current growth of Salinas. Rapid changes in market conditions which were
previously discussed in the Neighborhood and City Sections indicate apartment
and multi-family housing as the most reasonably probable use of the subject
property.

Maximally Possible Use

The final of the four tests in the highest and best use analysis is the use that
maximizes the land value by providing the highest return. This test must be
considered sequentially with the prior three tests; it makes no difference that
the most probable highest value is a apartment complex, for example, if the
zoning does not permit this use. The most profitable use is a multi-family or
apartment use. This is largely based on the fact that the current improvements
are apartments and are configured on the sites as such. At the present time, the
City of Salinas Planning Department recognizes through its general plan the
R-H-2.3 high density residential district of the subject's neighborhood in North
Salinas and is aware of the changing market conditions and rental shortage that
exists in the City of Salinas. There is virtually no availability of vacant land
in South Salinas for apartment use, for example, since that area is primarily
designated as agricultural land. The City is encouraging the future development
of high density residential land in the North Salinas section of the city.

Highest and Best Use Conclusion - As Improved

In conclusion, the highest and best use of the subject site, as improved, is the
existing use.

Highest and Best Use Conclusion - As Vacant

In conclusion, the highest and best use as vacant is a multi-family or
apartment-type use.


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THE APPRAISAL PROCESS
================================================================================

The estimation of a real property's market value involves a systematic process
in which the appraisal problem is defined and the data required is gathered,
analyzed and interpreted into an estimate of value. Traditionally, three methods
of valuation have been used in appraising: the Cost, Sales or Market Comparison
and Income Approaches.

In the Cost Approach, the value of the site is first estimated by comparing it
to similar sites that have recently sold or are currently offered for sale.
Replacement cost new of the improvements is determined by reference to actual
costs of similarly constructed properties. Depreciation from all sources is then
deducted from the replacement cost new of the improvements to arrive at the
present value. The depreciated value of the improvements is added to the
estimated land value to arrive at the total value by the cost approach. In this
appraisal, however, NationsBank has requested that the cost approach be omitted
from this appraisal assignment. The cost approach has been determined to have
little to no significant applicability in the valuation of 10 to 30 year-old
multi-family properties due largely to the subjectivity involved with estimating
depreciation in older properties. Moreover, cost and value are oftentimes not
the same.

The Sales Comparison Approach involves comparison of the subject to similar
properties that have recently sold or that are offered for sale. These sales are
reviewed for differences from the subject in the date of sale, location of the
site, physical characteristics and other factors. The comparable properties are
then adjusted to formulate a value range for the property being appraised.

The third of the three valuation techniques is the Income Capitalization
Approach. This approach involves estimating net operating income, and
discounting this income to a present worth through the capitalization process.
For most income-producing properties, including apartments and multi-family
properties, this is the better valuation technique.


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The Circle & N. Plaza Apartments, Salinas, CA


INCOME CAPITALIZATION APPROACH

The first and primary approach applied to the valuation of the subject is the
income capitalization method. This technique involves conversion of future
anticipated income into an estimate of present value by the capitalization
process. This procedure involves three steps as indicated below:

      1.    Estimate gross income from available rental information and the
            subject's operating history;

      2.    Estimate and deduct vacancy and collection loss allowance and
            operating expenses to derive net operating income; and,

      3.    Select an applicable capitalization method or methods, develop the
            appropriate capitalization rate, and complete the necessary
            computations to derive an economic value indicated by the income
            capitalization approach.

Required Information

Documents that are helpful to better estimate value under the Income Approach
include the following:

            o  Income/Expense statements
            o  Proforma
            o  Personal Financial Statements of Owner (if applicable)
            o  Rent Roll
            o  Lease Agreements
            o  Other (service agreements)

Income and expense statements. Operating statements provided by management over
the past year and seven months are included in the Addenda.

Proforma. A proforma is an estimate or projection of operations by management
Proformas can be helpful in identifying possible economic trends and plans for
the property in future years. Business plans are also helpful. An income and
expense proforma was reviewed for the remaining months of 1996.

Personal Financial Statements. The owner's personal financial statements are not
required to appraise the property, but can be helpful under certain
circumstances. While market value intrinsically assumes transfer to a willing
and knowledgeable buyer at market price, financial statements of the owner often
provides insight into the current management quality and style of the property.
An undercapitalized owner, for example, may not be able to institute correction
of deferred maintenance that will enhance livability. As such, occupancy and
rates may suffer from inadequate level of maintenance, which results in loss of
reputation. Financial statements of the subject ownership have not been
reviewed. However, based on conversations with management


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and the overall good maintenance level and high occupancy of the property, it
can logically be assumed that ownership is capable of operating the property in
a strong professional manner. Based on conversations with management, and
inspections of other properties owned by Thysen and managed by Lincoln Property
Residential, the subject has been operated in a professional manner and there
appears to be no operational problems.

Rent Roll: A roll of the current tenants have been provided by management as of
September 28, 1996. As of this date, 16 units were vacant. Of the vacant units,
two are models and one is under repair (deck). Three have been preleased. Thus,
there are ten units (2.3%) that are available for rent at this time.

Lease Agreements: A copy of the standard 2-page residential rental agreements
have been reviewed, and have been included in the Addenda. About 360 units are
on either 7, 8, 9 and 10 month short-term leases. The rental agreements are
typical of others used in the marketplace. Utilities, except for water, trash
and basic cable are paid for the tenant. There is a late charge of $30 if
management elects to accept rent after the third of the month, and a $20
returned check fee. No pets are allowed without written consent. Use of the
premises shall be for a private residence only. No more than three persons shall
occupy a one bedroom unit; no more than 5 are allowed in a two bedroom; and, no
more than 7 in a three bedroom unit. Occupancy limits are strongly enforced.
First month and security deposits are collected prior to the tenant moving in.

Capital Improvements: Capital expenditures over the past two years have also
been reviewed and/or discussed with the property manager. Improvements to the
property over the past year and half include the following:

o  Exterior paint (entire complex)
o  New landscaping
o  New appliances and carpets in most units

Occupancy trends: In addition to the above, occupancy trends of the complex have
been reviewed. Since Lincoln Property took over as managers approximately 1.5
years ago, occupancy has been increasing. This is due mainly to correction of
deferred maintenance items and an improving rental market. The new management
has also qualified tenants better which have resulted in less turnover and less
evictions. As of the appraisal date, there were five pending evictions and only
7 available units for rent. This is a marked improvement from two years ago when
vacancy reached an all-time high of 88 units (20%) due to tenant problems,
inadequate management and deferred maintenance problems that created a negative
reputation for the property. Moreover, seasonal tenancy has been reduced to
virtually nothing by the implementation of leases.

Other: According to management, Mission Laundry owns the some of the laundry
machines (a breakdown was not available).


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Subject Asking Rents

As of September 28, 1996, the following monthly rents (all unfurnished) were
being charged at the subject complex:

                                Circles I and II

1 BR (Cadiz model)                715 sf            $615-625      $0.86-$0.87/sf
1 BR (Durango/Brasilia)           755 sf            $650          $0.86/sf
1 BR (Altamira)                   777 sf            $690          $0.89/sf
2 BR (Guayaquil)                  915 sf            $730          $0.80/sf
2 BR (Fortiliza/Hermosillo)       983 sf            $760          $0.77/sf
2 BR (Espirito)                   1,008 sf          $795          $0.79/sf

                             Circles III (N. Plaza)

1 BR (Cozumel w/garage)           660 sf            $615-625      $0.93-0.95/sf
3 BR (La Terraza w/ garage)       1,310 sf          $925          $0.71/sf

All rents include water, trash removal and basic cable. Tenants pay their own
gas and electric (Pacific Gas & Electric Company), telephone, and premium cable
channels. Pets are accepted with an additional $500 deposit. To qualify,
prospective tenants must have three times the monthly rental rate and a positive
credit report and previous rental history. There is a $25 application fee
(includes credit report) and $100 holding fee. The application fee is
non-reimbursable.

Each unit has a fireplace with gas starter, dishwasher, refrigerator, garbage
disposal and one covered parking space (carport or garage). There are also open
parking spaces. Each unit also has laundry hookups. For $30 per month,
management will rent the stacked washer and dryer units, or the tenant may bring
in their own at no additional cost. There is no charge (included in rent) for
use of the pools, tennis courts, spa, and recreation room. The complex also
offers to their residents, seven days a week, use of laundry rooms and security
patrol. The manager's office is also open 7 days per week.

The above price list was set in August 1996. Management periodically surveys
other complexes in the area in order to maintain market rental levels. At this
time, there are no rental specials or concessions. In the past, management has
offered 1/2 to one month "move-in" rent or $100 off first month's rent. As
explained earlier, market conditions have been improving gradually over the past
year, and most apartment complexes in Salinas are not offering any rental
concessions at this time.

As can be noted on the rent roll in the Addenda, a number of subject apartment
units are at the above quoted rates. Those units with leases expiring will be
moved to the new rates. At this time, there is a difference of 6.7 percent
between the market and actual rents (i.e., actual rents lag about 7 percent
below market).


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Rent Survey and Analysis

In order to determine whether the subject rentals are at or within a market
rental range, a survey of competing complexes was made. This analysis involved a
comparison of amenities and facilities offered by competitive projects with
those offered by the subject.

The competing complexes considered most helpful in estimating the subject
economic or market rental level are summarized on the following pages.

All rental rates quoted in the survey are month-to-month or short-term leases.
None of the complexes surveyed in this report had long-term leases. All
complexes are garden style two and/or three-stories of similar vintage and
design as the subject. All are located in the general subject neighborhood.
Typically, rents include water and trash removal (and sometimes basic cable
service). None of the complexes were offering any specials.

Rental Number 1 represents "Cypress Creek," located at 162 Casentini Street,
nearby the subject. This is a 288-unit complex built in 1987. It is of good
quality and in good condition. Amenities include tennis courts, heated pool,
sauna, racquetball, spa, laundry hookups, laundry rooms and carport parking. No
promotional specials or concessions. Leases are 6 and 12 month terms. Security
deposits are $300 and $400 (depending on the unit size). Pets are allowed with a
$400 deposit. One bedroom units are reported at 750 square feet, and rent from
$725 to $750, depending on variation of location within the complex. Two
bedroom/two bath units measure 1,000 square feet and rent from $925 to $950, or
$0.93 to $0.95/sf. Only four units are available. This is one of the newer and
better quality complexes in Salinas and is similar in many respects to the
subject. Like Rental Number 2 below, it is directly comparable to the subject.

Rental 1 supports the subject rental rates. This comparable indicates, however,
that the subject 3 bedroom units at $925/month are probably below market.

Rental Number 2 represents the 168-unit "Fox Creek Apartments," located at 136
West Alvin Drive nearby the subject in north Salinas. The overall quality and
condition are good. No promotional specials or concessions. Leases are 6 and 12
month terms. Security deposits are $250. Amenities consists of a pool, spa,
weightroom, clubhouse, laundry rooms, and tennis courts. Some units have
washer/dryer hookups. There are 76 one bedroom, 24 two bedroom/one bath, and 68
two bedroom/two bath units. One bedroom units are reported by management at 708
square feet, and rent at $625 per month, or $0.88/sf. Two bedroom/ one bath
units are 875 square feet, and rent at $725 per month, or $0.83/sf. Two
bedroom/two bath units are 986 square feet, and rent at $750 per month, or
$0.76/sf Current vacancy is zero. Fox Creek is directly comparable to the
subject and is perhaps the best overall comparable. The subject, however, does
not have any two bedroom/one bath units. This comparable provides excellent
support for the subject rental rates. As with Rental #1, this comparable
indicates that the subject 3 bedroom units are priced below market potential.

Rental Number 3 is the 112-unit "Cypress Landing Apartments" located at 552
Rico Street, nearby the subject in north Salinas. This is a newer complex built
in 1989. It is of good quality and in good condition. There are 36 one bedroom
and 76 two bedroom/ two bath units. One bedroom units measure approximately 750
square feet and are $640-665 per month. Two bedroom units are


   Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095   38
<PAGE>

                            RENT COMPARABLE NUMBER 1

Name:                               CYPRESS CREEK

Location:                           162 Casentini Street, Salinas

Age/Type:                           9 years old/ two-story garden design - 288
                                    units

- --------------------------------------------------------------------------------
                   Type               Rent             SF           Rent/SF
                   ----               ----             --           -------
Monthly Rent:      1BR/1BA =          $725-750         750          $0.97-l.00

                   2BR/2BA =          $925-950         1,000        $0.925-0.95
- --------------------------------------------------------------------------------

Utilities included in Rent:         water and trash

Recreational Amenities:             Tennis, heated pool, sauna, racquetball,
                                    spa, w/d hookups, laundry rooms

Vacancy:                            0% (some units will become available in next
                                    few weeks)

Comments:                           Nine year old project; good tenant appeal. 
Located off N. Main Street. Close to shopping, schools, freeway. Deposit =
$300/400. $25 per month extra with lease (either 6 or 9 months). Pet deposit of
$400 (cats). Good demand over past year. Source: (408) 758-3008

                                [GRAPHIC OMITTED]


                                                                              39
<PAGE>

                            RENT COMPARABLE NUMBER 2

Name:                               FOX CREEK

Location:                           136 W. Alvin, Salinas

Age/Type:                           1986/ two-story garden design - 168 units

- --------------------------------------------------------------------------------
                   Type               Rent             SF           Rent/SF
                   ----               ----             --           -------
Monthly Rent:      1BR/1BA =          $625             708          $0.88

                   2BR/1BA =          $725             875          $0.83

                   2BR/2BA =          $750             986          $0.76
- --------------------------------------------------------------------------------

Utilities included in Rent:         water and trash

Recreational Amenities:             Tennis, heated pool, sauna, spa, exercise
                                    room, w/d hookups in all units, laundry
                                    rooms

Vacancy:                            0% (some units will become available in
                                    December)

Comments:                           Ten year old project; good tenant appeal. 
Located off N. Main Street. Close to shopping, schools, freeway. Deposit = $250.
Pet deposit of $350 (20 lbs.). Good demand over past year. No units available.
Some units may become available in December. Carport parking plus open. No
specials. Month-month rentals. Source: (408) 449-1800

                                [GRAPHIC OMITTED]


                                                                              40
<PAGE>

                            RENT COMPARABLE NUMBER 3

Name:                               CYPRESS LANDING

Location:                           552 Rico Street, Salinas

Age/Type:                           1989/two-story garden design - 112 units

- --------------------------------------------------------------------------------
                   Type               Rent             SF           Rent/SF
                   ----               ----             --           -------

Monthly Rent:      1BR/1BA =          $655-690         750+/-       $0.87-0.92

                   2BR/1BA =          N/A

                   2BR/2BA =          $765-825         975+/-       $0.78-0.84\5
- --------------------------------------------------------------------------------

Utilities included in Rent:         water and trash


Recreational Amenities:             Tennis, heated pool, sauna, spa, exercise
                                    room, some units have fp's (all 1/br's),
                                    laundry rooms

Vacancy:                            0% (some units will become available in
                                    October)

Comments:                           Good tenant appeal. Located in north 
Salinas. Close to shopping, schools, freeway. Deposit = $350/450. Good demand
over past year. No units available. Some units may become available in October.
Carport parking plus open. No specials. 6 and 12 month leases ($15/mo. taken off
12 mo lease). Source: (408)424-4343

                                [GRAPHIC OMITTED]


                                                                              41
<PAGE>

                            RENT COMPARABLE NUMBER 4

Name:                               NORTHPOINTE

Location:                           196 E. Alvin Drive, Salinas

Age/Type:                           1976/ two-story garden design - 138 units

- --------------------------------------------------------------------------------
                   Type               Rent             SF           Rent/SF
                   ----               ----             --           -------
Monthly Rent:      1BR/1BA =          $568             648          $0.87-0.92

                   2BR/1BA =          $620             735          $0.84

                   2BR/2BA =          $669             835          $0.80
- --------------------------------------------------------------------------------

Utilities included in Rent:         water and trash

Recreational Amenities:             Tennis, heated pool, sauna, spa, exercise
                                    room, some units have fp's (all 1/br's),
                                    laundry rooms

Vacancy:                            1% (only one unit available at survey time)

Comments:                           Avg-Avg+ tenant appeal. Located in north 
Salinas. Close to shopping, schools, freeway. Deposit = $300/400. Good demand
over past year. Carport parking plus open. No specials. 6 month leases. Source:
(408)443-1776

                                [GRAPHIC OMITTED]


                                                                              42
<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


approximately 975 square feet, and rent from $745-795 per month. Amenities
include a pool, spa, clubhouse and carport parking. Some units have fireplaces.
No rental concessions or specials. The property is close to shopping, freeway
access and schools. The overall appeal is good. Only one unit is currently
available.

Rental #3 is rated slightly superior to the subject in terms of age and average
unit size (larger). While only some of the units have fireplaces, the overall
appeal of this complex is marginally superior indicating slightly higher rental
rates (on average). In short, the subject rental rates are well supported by
this comparable.

Rental Number 4 is the 138-unit "Northpointe Apartments" located at 196 East
Alvin in North Salinas nearby the subject. This is a two-story garden complex
built in 1976. The overall quality and condition are above average to good. The
location directly off N. Main is close to shopping, schools and freeway access.
The complex has 1, one bedroom unit currently available at $568/month, and 1,
two bedroom/one bath unit at $620/month. Two bedrooms reportedly rent as high as
$669 per month. One bedrooms range from 624 to 648 square feet, and two bedrooms
contain 735 to 835 square feet. Rents include water and trash. Security deposits
are $300 for one bedrooms and $400 for two bedrooms. Leases of six months are
required. There are no specials or concessions. Pets are not allowed. Amenities
include two laundry rooms, and one swimming pool.

The level and quality of amenities are inferior to the subject. The subject also
has an additional advantage of having security fencing and gates as well as
units having laundry hookups, garages, and fireplaces. In conclusion, the
subject rents should (and are) be significantly higher than $568 for a bedroom
and $620 + for the two bedrooms.

Other: In addition to the above primary comparables, several other complexes
including many owned by Thysen in the Salinas marketplace were considered.
Thysen owns another 12 complexes in Salinas (most are in North Salinas).
Although not enough to "set" the market, the number of complexes controlled by
Thysen has an influence on rental levels. Thysen property managers (employees of
Lincoln Property) regularly refer clientele to other Thysen complexes. Still,
there are more than enough competing projects to make it difficult if not
possible to "control" the market. Rental rates at these complexes are consistent
with one another and with competing projects.

Market Rental Conclusion

The four primary comparables strongly support the current subject rental rates
of $615 to $690 for one bedrooms, and $730 to $795 for two bedrooms/two bath
units. On a per square foot basis, the range is $0.87 to $1.00 per square foot
for the one bedroom units, and $0.76 to $0.95 per square foot for the two
bedroom units. Studios typically range from $1.13 to $1.58 per square foot.
Three bedroom units are not as prevalent as one and two bedroom units. The few
complexes that have three bedroom units are charging a minimum of $900 per
month.

With the exception of the three bedroom units, the subject units are being
rented at market levels at this particular time. The subject three bedroom units
are currently priced below market at $925. Based on


   Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095   43
<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


market data, the economic or market rent for three bedroom units should be
approximately $975 per month

Of the complexes surveyed (including those not shown in this appraisal) which
consisted of about 2,000 total units, overall vacancy is running between 1-2
percent. Most had no vacancy. Some had only a few units available. A few
managers stated that units should become available in November and December as
seasonal workers go home. When a unit does become available, it typically takes
3 to 7 days to re-rent. However, in several cases, the unit is pre-leased
(rented prior to the occupant moving out).

Subject Market Rental Income ((@ 100 percent Occupancy)

Based on market rents, the subject would have the following monthly income at
100 percent occupancy.

<TABLE>
<CAPTION>
                                 Circles land II

Type                            Size         Rent/Mo.     Rent/SF                No.     Total Rents
- ----                            ----         --------     -------                ---     -----------
<S>                             <C>          <C>          <C>                    <C>     <C>    
1 BR (Cadiz model)              715 sf       $615         $0.86/sf               40      $24,600
1 BR (Durango/Brasilia)         755 sf       $650         $0.86/sf               79      $51,350
1 BR (Altamira)                 777 sf       $690         $0.89/sf               40      $27,600
2 BR (Guayaquil)                915 sf       $730         $0 .80/sf              40      $29,200
2 BR (Fortiuiza/Hermosillo)     983 sf       $760         $0.77/sf               80      $60,800
2 BR (Espirito)                 1,008 sf     $795         $0.79/Sf               40      $31,800
                                             ----                                --      -------
                                             $706 avg.                           319     $225,350

<CAPTION>

                             Circles III (N. Plaza)
<S>                             <C>          <C>  <C>     <C>   <C>              <C>     <C>    
1 BR (Cozumel w/garage)         660 sf       $615-625     $0.93-0.95/sf          52      $32,230
3 BR (La Terraza w/ garage)     1,310 sf     $975         $0.74/sf               68      $66,300
                                             ----                                --      -------
                                             $821 avg.                           120     $98,530
- ----------------------------------------------------------------------------------------------------
TOTAL                                        $736 avg.                           440     $323,880
- ----------------------------------------------------------------------------------------------------
</TABLE>

On an annual basis, the above translates to $3,886,560.

Actual Reported Income

Shown below is a table outlining revenue for 1994, through July 31, 1996. Rental
income for September 1996 is also shown. Income statements are shown in the
Addenda.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
                  1994                    1995                    ytd('96)                Sept. 96
- -----------------------------------------------------------------------------------------------------------
<S>               <C>                     <C>                     <C>                     <C>              
*Gross Rents:     $2,577,288 ($489/un)    $2,816,635 ($533/un)    $1,837,106 ($596/un)    $295,339 ($671/un)
Laundry           $   24,932              $   33,405              $   11,456              N/A
Other             $  116,044              $  174,518              $   98,074              N/A
</TABLE>
* - collected rents, N/A = Not available


   Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095   44
<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


Rental Income Estimate: Almost all of the subject's total income is derived from
rents. As shown above, rental income has increased significantly over the past
two years. This is due to in part to new management and an improving rental
market.

The actual rental income for the month of September 1996 was $295,339, or $671
per unit. This amount does not include nine vacant units. The market rent for
the vacant units total $7,200, or $800 per unit on average. Blending this with
actual rental income, results in a gross scheduled rental income of $302,539, or
$687 per unit. Consequently, $302,539 or $3,630,468 has been used as stabilized
gross income.

Laundry: The laundry income is stabilized at $20,000 per year. The actual
laundry income is somewhat higher as the complex rents stacked washer and dryer
units to tenants. Washer and dryers are considered personal property, and are
not valued in this appraisal. It is recognized, however, that since the subject
units all have laundry hookups, rental potential is greater than a comparable
unit without hookups. This has been considered in the market rents of the units.

Other: Other income consists of retained deposits, late charges, nsf checks, and
miscellaneous charges to tenants. The large percentage of this category relates
to security deposits. Although forfeited security deposits and late charges are
a source of income, it is not included in the reconstructed operating statement
as part of ongoing cash flows. This is largely because this type of income was
not accounted for in the computation of gross and net operating incomes for the
comparable sales.

Total Gross Income: Total gross income is estimated at $3,650,468; rounded to
$3,650,000.

Vacancy and Collection Loss

In estimating a stabilized vacancy factor, several factors were considered.
First, vacancy has decreased over the past few years due to new management and
improving market conditions. In 1993, market conditions were soft and vacancy
was significantly higher than it is today. Moreover, deferred maintenance and a
poor reputation resulted in as many as 88 units being available about 1.5 years
ago. The property has been upgraded over the past year. Meanwhile, market
conditions have improved due to an expanding economy. The resurgence of "Silicon
Valley" 70 miles to the north, the new Soledad Correctional facility, and
several thousand feet of regional shopping space has created many new jobs. The
new Wal-Mart in this area will also expand the retail base, and bring in new
jobs. It is estimated by management, for example, that about 30 to 40 percent of
the tenants work for Soledad Correctional facility.

As of the inspection date, the subject complex is running a 2.3 percent vacancy.
This is consistent with comparable Salinas projects. In 1994, the complex was
experiencing a vacancy factor in excess of 10 percent due to the reasons
mentioned above, but also to some reliance on seasonal workers from Mexico.
Seasonal tenancy is no longer a significant factor as management has installed a
lease program that calls for a minimum length of 7 months. The tenancy is now
much more stable than it has been in the past. With proper management and
property upkeep, tenancy should remain stable as the subject complex is
reasonably well-located and offers a variety of rental plans and a number of
amenities that are not found in most complexes in this area.


   Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095   45
<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


In addition, to vacancy, consideration must also be made for ongoing collection
loss. In the case of the subject, collection loss has been reduced from previous
years due to the stricter qualifying policies. There are five pending evictions.
According to management, evictions number about 10 per year. Deposits are
collected upfront, thus actual collection loss is mitigated to some degree.
However, consideration should still be made for collection loss. A reasonable
stabilized collection loss rate is 1 to 2 percent of gross income.

Assuming continued good professional management, vacancy and collection loss
should run at approximately 5 percent on average. There is the strong
possibility that vacancy and collection will fall below this estimate over the
next 12 to 24 months, however, longer-term, consideration should be made for
construction of new units and decreased economic activity.

Effective Gross Income

The effective gross income is estimated by deducting five percent from estimated
gross income, as shown below:

- --------------------------------------------------------------------------------
            Gross Annual Income:                        $3,650,000
            Less: Allowance for Vac/Collection (5%)       (182,500)
                                                          ---------
            EFFECTIVE GROSS INCOME                      $3,467,500
- --------------------------------------------------------------------------------

Expense Analysis

In order to estimate the value of the property by the income capitalization
approach, expenses must be deducted from effective gross income to arrive at a
net operating income estimate. Like other types of income property, apartment
property expenses are a function of services provided as well as physical and
geographical characteristics of the property itself. Operating and "fixed"
expenses vary from complex to complex, but generally fall between 33 to 43
percent of revenue (gross income), including replacement reserves.

Expenses can be broken down into per unit per year (or month), or as a
percentage of rental revenue or effective gross income. Expenses as a percentage
of income change depending on revenue levels. It can be difficult to compare
apartment expenses on a line-by-line basis. No two apartment complexes are
alike.

Shown on the following page is a recent operating history of the subject.
Expense categories are analyzed and discussed below. It should be noted that new
management took over in 1995; expense records previous to 1995 are not complete
and do appear to reflect current conditions.

Real Estate Taxes & Direct Assessments

California state law requires the reassessment of any parcel upon change of
ownership. The market value of the subject property intrinsically assumes a
hypothetical sale. Therefore, it is necessary to estimate real estate taxes
based upon market value.


   Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095   46
<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


In the State of California, property is enrolled at 100 percent of market value
as determined by the County Assessor upon transfer of ownership or significant
new construction. The maximum tax rate cannot exceed 1 percent of the enrolled
value, plus general assessment bonds and fees approved by the voters. Enrolled
value can be increased by a maximum of 2 percent per year, absent transfer, or
new construction, based on the cost of living. Under Proposition 8, approved
subsequent to Proposition 13, value can also be decreased to reflect current
market conditions. The actual taxes are below what the new taxes would be based
upon market value. According to the Monterey County Tax Collector Department,
there are no special assessment bonds. The tax rate is 1.02 percent.

Since market value has not yet been estimated by the income capitalization
approach, a technique which adds the composite tax rate reflecting the ad
valorem taxes to the capitalization rate has been used. The resulting value
estimate is then multiplied by the composite tax rate to obtain the amount of
new taxes. This method gives only an approximation since the assessed value may
not necessarily be the sale price (or market value). In addition, the value
conclusion by the sales comparison approach has been used as a guide. Applying
the tax rate of 1.05 percent, results in new taxes of $221,000.

- --------------------------------------------------------------------------------
                       SUBJECT PROPERTY OPERATING HISTORY
- --------------------------------------------------------------------------------

                                1994             1995             Y-T-D (8/96)
                                ----             ----             ------------
Gross Annual Rental             $2,577,288       $2,816,635       $1,837,106

Expense Item                    1994             1995             1996 (ytd)
- ------------                    ----             ----             ---------
      Payroll                   $233,530         $396,559         $221,704
      Utilities                 $297,344         $301,623         $171,823
      Insurance                 N/A              $ 20,175         N/A
      Taxes &                   N/A              $104,279         N/A
      License & Permits         N/A              $  5,663         $  5,741
      Management Fee            $  0             $ 79,243         $ 67,548
      Administrative            $ 49,722         $ 98,542         $ 34,466
      Maintenance & Repair      $292,851         $382,614         $191,725
      Gardening/Landscaping     $ 56,014         $ 80,892         $ 53,289
      Cable T.V.                $ 48,927         $ 43,395         $ 22,431
      Security                  $  5,952         $ 24,334         $ 16,231
                                --------         --------         --------

- --------------------------------------------------------------------------------
      TOTAL                     N/A              $1,537,319       N/A
      Per Unit                                   $3,494/unit
- --------------------------------------------------------------------------------

Note: Actual reported expense in 1995 was $1,782,874; the above does include
carpet replacement which was $245,555. Total expense in 1994 is not applicable
due to missing information and/or under-reported or over-


   Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095   47
<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


reported expense. Many of the above categories group expenses (e.g., pool
supplies and maintenance is under Maintenance and Repairs).

License and Permits

In addition to taxes, apartment properties incur license and permit fees. These
fees have been approximately $5,700 per year over the past two years. As such,
the stabilized estimate is $5,700.

Payroll

The subject employs 11 full-time personnel. This is broken down into three
administrative (leasing agent, assistant manager and manager) and eight
maintenance employees. The manager lives in the complex and the unit rent is
included in her compensation. Payroll expense was reported at $396,559 for 1995,
or $901 per unit. This includes payroll taxes, state compensation insurance,
unemployment taxes, wages for manager and office workers as well as maintenance
personnel, and bonus. To date, this category is $221,704, or $865 per unit
annualized. Taking the average of the two years, this expense has been
stabilized at $880 per unit, or $387,000 (rounded).

Utilities

Utility expense includes water, trash, basic cable, sewer, electrical for
exterior site lighting and for other common amenities, including laundry
facilities, filtering equipment for the pool, lighting for the clubhouse, etc.;
tenants pay their own telephone, electric and gas, and premium channel cable.
The subject units are individually metered.

Trash removal service is included in the monthly rent for all units. Utility
expense can be estimated on a price per unit or on a price per square foot
basis. The projects with the greatest amount of amenities and larger unit sizes
generally show the highest rates of utility expenses. In 1994, utilities were
reported at $677 per unit, and in 1995 it was reported at $687 per unit. The
annualized projection for 1996 is $671 per unit. We have stabilized this expense
at $700 per unit, which is consistent with prior years and other apartment
complexes throughout the region.

Insurance

Insurance expense has been stabilized at $100 per unit as based on similar
complexes throughout the region. Actual expense has not been reported.

Management Fee (Supervisory Management)

Lincoln Property Company has been managing the property over the past year and
one-half. The reported fee is $79,243 for 1995. To date in 1996, the fee has
been $67,548. The fee will increase with the increase in rental. Normally,
management companies will charge from a low of 3 for large projects to a high of
6 percent of collected rent for smaller complexes. Given the large size of the
subject, this expense is stabilized at the lower end, i.e., 3.5 percent.

Maintenance and Repair

This category includes on-going maintenance and repairs that include the common
areas, plumbing, pool, and electric. This category also includes building/pool
supplies, appliance replacement and decorating supplies. In 1995, most carpets
were replaced at a cost of $245,555. Several appliances


   Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095   48
<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


were also replaced at a cost of $33,270. This level of replacement does not
recur on an annual basis, thus an adjustment is required in stabilizing this
expense. Normally, maintenance and repair ranges from 4 to 7 percent of
effective gross income, or $400 to $600 per unit. The actual subject expense has
been substantially higher due to the refurbishing of the complex over the past
year. It should also be noted that this category does not include
landscape/gardening and exterminating contracts or wages for maintenance
personnel.

Administrative

This category consists of advertising and promotion, office supplies, computer
expense, legal, credit check expense, and miscellaneous expense such as
stationary, postage, etc. As shown in the Income & Expense Statement prepared by
Lincoln Property Residential, a management fee paid to Lincoln is included under
this category. In this analysis, the management fee has been separated and
discussed under its own category.

Gardening/Landscaping /Cable T.V. /Security

Landscaping is contracted to a private landscape company. Basic cable is
included in the rent, thus it is an expense to the landlord. Security patrol and
exterminating are also contracted. Total expense reported in 1995 was $151,000.
The total for the first eight months of 1996 is $109,840. We have stabilized
this category at $150,000.

Replacement Reserves

Most owners do not utilize the replacement reserve account during the analysis
or operation of an apartment complex. Rather, capital improvement items are
often expensed as they are incurred. However, since capital expenditures affect
the investor's cash flow, an analysis of the property's value must account for
these expenses in the form of appropriate reserves for replacement.

Reserves for replacements are estimated at two percent of EGI, which equates to
$159/unit. This takes into account the current good condition, lower effective
age and recently completed capital improvements of the project. Items which are
commonly associated with a reserve account include repaving of drives,
replacement of underground utility pipes and electrical conduit, roof and
foundation, as well as resurfacing of the pool new appliances, etc. (i.e., items
that are not normally expensed year to year).

Net Operating Income

Total stabilized expenses and collection loss allowance amount to $1,593,700, or
$3,690 per unit. This also equates to 45.9 percent of effective gross income. It
should be noted that as a percentage of income, expenses are higher at the
subject than they are for many complexes in this region. The reasons for this
include: (1) higher number of people residing at the complex due to the larger
percentage of three bedroom units; (2) basic cable service included in the rent;
(3) more common amenities (and security gates) than the typical complex
resulting in a higher level of maintenance; (4) rents are relatively low in
comparison to complexes in neighboring counties, thus as a percentage of income,
expenses appear high.


   Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095   49
<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


Net operating income is estimated by deducting operating and fixed expenses from
effective gross income, as shown below and on the following page:

- --------------------------------------------------------------------------------
                  Effective Gross Income          $3,467,500
                  Total Expenses                  (1,593,700)
                                                  -----------
                  Net Operating Income Before     $1,873,800
                  Income Taxes & Depreciation
- --------------------------------------------------------------------------------

Capitalization Rate Analysis

After net operating income is estimated, an appropriate capitalization method is
selected. Of the various techniques, the one that is almost always used due to
its simplicity is direct capitalization. This method employs the use of a single
rate known as the overall rate. The overall rate reflects the relationship
between the projection of annual net operating income and a sale price or an
estimate of value. It is calculated by dividing the net operating income of the
sale into the sale price. When the property is purchased all cash, which is rare
for larger apartments, and there is no subsequent change in value or income,
then the capitalization rate is also the rate of return on the total property
investment.

In the Sales Comparison Approach section of this report, there is a table in
which we have summarized our analysis of capitalization rates for the comparable
sales. These capitalization rates were based on actual or actual near-term
potential gross annual income less expenses at time of sale. In each case,
expenses included new real estate taxes at market value as opposed to actual
taxes which are typically much lower. The capitalization rates derived from each
of these sale properties are summarized below:

Sale No.             1      2     3     4      5     6       7     8
- --------------------------------------------------------------------------------
Cap Rate (%):        8.54   8.6   9.1   9.34   9.6   10.15   7.9   9.69

The main factor influencing capitalization rates is the perception of risk.
Those properties perceived to have higher risk, will sell at higher
capitalization rates. The lower risk properties sell at lower capitalization
rates. Apartment properties, because of their low vacancy, generally fall into
the low risk category. Risk factors that should be taken into account in
selecting an appropriate capitalization rate include the following:

o      Amount of available land zoned to allow future apartments

o      Upside (or downside) potential of cash flow
- -
o      Existing or planned government restrictions on use and/or rent increases
- -
o      Deferred maintenance and remaining life of site improvements

o      Marketability/liquidity

o      Availability of financing

Availability of Land (potential of future competition)

While there are several hundred acres of undeveloped land in the general area,
most is zoned agriculture or has environmental issues such as sloughs/wetlands.
This is not to say, however, that additional apartments could not be developed
within a 50 mile radius. There has been very little apartment construction in
the area over the past 9 years. One of the main reasons is the high


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The Circle & N. Plaza Apartments, Salinas, CA


cost of land and building. So, while future construction of apartments will
occur to some degree, the high cost will result in higher rents that likely will
not compete with the subject.

Upside Potential of Cash Flow

Gross revenue projected at stabilized occupancy is based largely on the current
average rate. The market rate, although close, is still lower than the actual
income. And given high occupancy in almost all Salinas apartment properties, it
appears certain that rents will continue to gradually increase over the next 12
to 24 months. Consequently, upside rental potential appears good at this
particular time. The subject is not affected by rent control, so this would not
be a limiting factor.

Deferred Maintenance

The subject is well-maintained without any significant repairs or deferred
maintenance. Better-conditioned apartments tend to sell at lower capitalization
rates.

Marketability/Liquidity

Appropriately priced, the subject would have good marketability (see Marketing
and Exposure Estimate sections). This tends to lower the overall capitalization
rate since there would be good buyer demand. At 439 units, the subject is on the
larger size. Larger properties have a tendency to sell at higher rates than
similarly located smaller complexes due to the drop off in potential buyers.

Availability of Financing

Financing should not have a significant impact on the capitalization as capital
is available for this type of property.

Capitalization Rate Conclusion

In conclusion, the subject capitalization rate should fall between 8.75 to 9.5
percent, as evidenced by the sales. Discussions with brokers, property owners
and management companies indicate that apartment capitalization rates are
dropping in Santa Clara County. Although this may also occur in Salinas, there
is no empirical data to support a lower than 9.0 percent rate at this particular
time. Based on our analysis, the most probable subject capitalization rate is
9.0 percent.

                  $1,873,800/ .090            =         $20,820,000
- --------------------------------------------------------------------------------

Cash-on-Cash Rate Method

As a check on the above estimate, cash-on-cash has been used. The cash-on-cash
rate is the annual cash flow to equity as a percentage of equity investment.
Cash flow is net income after deduction of debt service. This method is helpful
in determining whether the appropriate capitalization rate has been used. The
formula is as follows:

                                       Cash Flow (net income after debt service)
                                       -----------------------------------------
           Cash-on-Cash rate   =       equity

Apartment property loans are usually amortized over 25 to 30 years. Loan-to
value ratios are typically 70 to 75 percent.


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The Circle & N. Plaza Apartments, Salinas, CA


The cash-on-cash rate is helpful in supporting value, especially when direct
market information is not available. Apartment sales sometimes involve some form
of seller financing, where details are often not available. As such, the
cash-on-cash rate is an approach that usually takes a back seat to direct
capitalization. In this appraisal, enough information to gauge what an
applicable cash-on-cash rate was available.

                             INCOME APPROACH SUMMARY
- --------------------------------------------------------------------------------

INCOME
    Gross Annual Rental Income                           $3,630,000
    Laundry                                              $   20,000

  TOTAL GROSS INCOME                                     $3,650,000

Less: Vacancy & Collection Loss Allowance (5%)             (182,500)
                                                           ---------

Effective (collected) Gross Income                       $3,467,500

  Stabilized Operating Expenses                        Per Unit (rd)
  -----------------------------                        -------------

     Payroll                          $ 387,000                $880
     Taxes (Prop 13)                  $ 221,000                $505
     License & Permits                $   5,700                $ 13
     Utilities                        $ 300,000                $690
     Insurance                        $  44,000                $100
     Management Fee                   $ 121,000                $273 (3.5%)
     *Administrative                  $  75,000                $170
     Maintenance + Repair             $ 220,000                $500
     Landscape/Cable T.V./Security    $ 150,000                $342
     Replacement Reserves             $  70,000                $159
                                      ---------                ----
*includes -Advertising & Promotional  

- --------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES             $1,593,700              $3,630 (45.9%)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
NET OPERATING INCOME (NOI)                               $1,873,800
- --------------------------------------------------------------------------------

          OVERALL CAPITALIZATION RATE (Applied to NOI)                 .090
                                                                        ---
- --------------------------------------------------------------------------------
Market Value As Is:                                               $20,820,000
- --------------------------------------------------------------------------------

Based on a 75% LTV which requires equity of $5,205,000 and a loan of $15,615,000
and a 8.0 percent (VIR) interest rate (30-yr amort), the annual subject debt
service would be $1,374,928. The cash flow after debt service would be $480,000
(rounded). Dividing $5,205,000 into equity of results in a cash-on-cash rate of
9.2 percent.


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<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


The sale properties' cash-on-cash rates ranged from a low of 6.8 percent for a
San Jose complex to 11.1 percent for a 331-unit complex built in 1964/1970. The
average is 9.33 percent -- slightly higher than the subject. Consequently, the
subject value by the direct capitalization method is supported by the
cash-on-cash method.

Other Capitalization Procedures

Other capitalization methods may be used in the appraisal of apartment
properties, although their understanding and use falls far short of direct
capitalization. The Discounted Cash Flow analysis (DCF) is one such method. In
this procedure, the value of a property is equivalent to the present value of
the annual before tax cash flows, over an assumed investment holding period,
plus the sale (reversion) of the property at the end of the holding period, at a
single discount rate. The advantage of this approach is that it identifies
variability in annual cash flows, especially in a startup operation.

The Discounted Cash Flow Analysis requires several assumptions that impairs its
reliability. For this reason, it is oftentimes considered a secondary valuation
method in the appraisal of apartment appraisals.

In this appraisal, the DCF procedure has not been used as it does not provide
any additional insight into the valuation of this property. There are several
reasons for excluding this approach. There is nothing to suggest at this time
that there will be substantial changes in income patterns, although the
near-term trend appears to be continued strengthening and gradual increasing of
rents.. Another reason is that there would be several assumptions that would
have to be made. Perhaps the most compelling is that the sales were not
purchased on a DCF approach. Employing a DCF for the subject would require that
inferences be made about each sales as to applicable yield and going-out
capitalization rates, as well as hold periods and annual expense and income
increase (or decrease) projections. If the majority of these sales were
purchased in this manner, then a DCF would have applicability; however, this is
not the case.

Income Approach Conclusion

The Income Approach concludes a value of $20,820,000.


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The Circle & N. Plaza Apartments, Salinas, CA


SALES COMPARISON APPROACH
================================================================================

The Sales Comparison or Market Data Approach involves making an analysis of the
property being appraised based on sales of similar properties. To a lesser
degree, this procedure may consider the asking prices of current listings. The
market data approach presumes that a prospective purchaser would pay no more for
a property than the amount with which he or she could buy another of equal
utility. The reliability of this procedure is determined by: 1) availability of
comparable sales; 2) comparability of sales in terms of date of sale, location,
size, density, or other physical characteristics; and, 3) verification of the
sales data.

Although there are variations, apartment property sales are often analyzed using
four unit-of-comparison indicators:

                  o Price per unit
                  o Gross Income Multiplier or Effective Gross Income Multiplier
                  o Price per Rentable Square Foot

                  o Price per Room

Price Per Unit Method: The price per unit method is most often affected by unit
size, condition, overall functional utility, and location of a property. Sales
with high average unit sizes which are situated in the most desirable locations
tend to command the highest price per unit. Naturally, the existing potential
rent levels also affect the sale price, thus influencing the price per unit
value. Each of these factors determine the amount of net operating income that
can be generated per unit which is a fundamental measurement of investor return
when applying the price per unit method.

Price Per Room Method: Sale price per room demonstrates the same relationship as
price per unit. Applying the same logic discussed above, which considers the
average unit size of the subject, existing rent levels, and location relative to
the comparable sales, a value per room can be estimated for the appraised
property.

Price Per Square Foot Method: While size is a strong influence in sale price per
unit and price per room, the rent levels attained by a property per square foot
are closely related to the price per square foot it may attain in the
marketplace. It is generally true that all else being equal, the rent per square
foot for larger units is less than the rents per square foot for small units.
Thus, apartment buildings which have larger unit sizes have lower rents per
square foot and therefore have lower selling prices per square foot.

Gross Income Multiplier Method: The gross income multiplier (GIM) technique is
oftentimes perceived as one of the most accurate market measure of value by the
Direct Sales Comparison Approach. The GIM is calculated by dividing the sale
price of the sale property by its gross annual income. This method tends to
equalize property differences such age, size, and number of units. In general,
where there is a fee simple title, apartment properties tend to sell at 5.5 to 8
times multiple on actual income. The range is tempered by a number of factors
that include location, condition, quality, and upside rental potential. The more
desirable properties with good track records will typically be higher on the
scale, whereas lower quality facilities in weak locations tend


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<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


to fall at the lower side. Since the GIM involves gross income rather than net
income, the appraiser must compare the level of expenses of the comparables with
the subject. This technique works best when expense operating ratios are
reasonably consistent. Comparison is not straightforward, for example, when the
sale property has an operating expense ratio that is significantly higher than
the subjects'. Consequently, when estimating a GIM, care must be taken when
comparing gross incomes. A variation of the GIM technique--effective gross
income multiplier (EGIM)--is calculated by dividing the sale price by the
effective gross annual income instead of the gross annual income. This
technique, however, often does not result in a further refinement since
apartment vacancy (and collection loss) throughout the region is very low.

Comparable Sales Description & Analysis

A search for apartment properties was made in Salinas and surrounding areas. No
sales of larger apartment complexes (over 100 units) in Salinas during 1995 and
1996 were found. The most recent larger apartment transaction in Salinas
occurred in 1994; a 60 unit complex sold in 1993 and an 112-unit property
transferred in late 1991. A summary of these sales is summarized on the
following pages. Additional information is included in the Addenda.

To obtain more recent sales data, it was necessary to expand the search into
nearby cities and counties. The strongest sales activity at this time is taking
place in Santa Clara County, adjacent to the north of Monterey County. A number
of larger sales have also taken place in Santa Cruz County, to the west. A brief
description of each sales area and how it relates to Salinas is summarized in
the following paragraphs.

Santa Clara County/San Jose: This is the largest county in the region with a
population of over 1.4 million. It contains the City of San Jose, the third
largest city in California. "Silicon Valley" originated in Santa Clara County.
The county is home to over 2000 electronic firms, including industry leaders
such as Intel and Hewlett Packard. Over the past 20 months, technological
employment has dramatically increased resulting in the creation of several new
jobs. To fill new jobs, several thousand people have moved into "Silicon Valley"
thus creating a demand for housing. As a result, apartment and other housing
rents have increased substantially, nearly doubling from previous lows in some
cases. Investors have now caught on to increasing rental activity, and sales
activity is brisk. This market has "filtered" into nearby communities, including
Santa Cruz, Alameda County, and to some lesser degree, Salinas.

The resurgence of the Santa Clara County market comes after six years of
sluggish performance. The last major upswing was in 1982-85 when rents increased
annually by 18 to 20 percent. From 1995 to 1989, rents and vacancy were steady.
In late 1989, following the Loma Prieta earthquake and a decline in economic
activity, vacancy levels started to increase and rents became soft with rental
concessions given in some complexes. Starting in late 1994, the market started
to once again turn upward. In 1995, economic conditions improved and rents
increased to reflect a landlord's market. Today, vacancy is extremely low with
very units available for rent. This is expected to continue for at least the
next six to 12 months as little land is available for new apartment construction


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<PAGE>

                    COMPARABLE MARKET DATA - APARTMENT SALES

<TABLE>
<CAPTION>
Sale    Project Name
No.     Location                    No. Units   Sale Date (COE)   Year          Sale  Price/       GIM               Price Per Unit
        A.P.N.                       RSF-Bldg                     Built        Price  Sq. Ft       OAR         Cash-on-Cash
====================================================================================================================================
<S>     <C>                         <C>             <C>           <C>    <C>               <C>         <C>                  <C>
[ 1 ]   Willow Gardens Apartments
        1750 Stokes Street             186          6/14/96       1971   $13,650,000       $85.17        7.04               $73,387
        San Jose, CA                 160,260                                                            8.54%                  6.8%

        2-story apartment garden style built in 1970. Wood frame, wood exterior. Average quality and condition. 190 covered parking
        spaces (carports). Amenities include pool, spa, laundry, recreation room, balconies/patios, storage lockers, a/c. 6.40 acres
        (29.06 du/ac). First loan $10,600,000 from St. Paul Federal Bank. Document #13330744.

[ 2 ]   Ocean Terrace
        1630 Merrill Street            100          7/12/96       1972    $6,300,000       $78.04         6.5               $63,000
        Santa Cruz, CA              80,724 sf                                                            8.6%                  8.1%

        100-unit garden style built on 2.7 acres in county area of Santa Cruz. Built in 1972, there are six buildings, a pool,
        exercise room, sauna, three laundry rooms, and on-site manager's office. Wood frame construction. Average quality and avg+
        condition. 130 on-site parking spaces. AEK kitchens. $4,725,000 first from Home Savings of America.

[ 3 ]   Fox Creek Village
        196 West Alvin Rd.,            168          9/24/94       1986    $9,350,000       $66.31         6.8               $55,650
        Salinas, CA                 141,856 sf                                                           9.1%                 9.87%

        Built in 1986, Fox Creek Village consists of 76, 1/br/1ba units measuring 708 sf; 24, 2br/1ba units measuring 875 sf, and
        68, 2/br/1ba units 986 sq ft. The gross building area is 145,023; the net rentable has been reported at 141,858 sf. 36 units
        have wood-burning fireplaces. Units include patios or balconies, refrigerators, microwaves, dishwashers, disposals, and
        laundry hook-ups. There are laundry rooms with washers and dyers in the complex. Above average to good quality and
        condition. One covered parking space per unit.

[ 4 ]   Kingdale Oaks
        1919 Fruitdale Avenue          331          8/15/95       1970   $16,760,000       $66.22        6.01               $50,634
        San Jose, CA                253,098 sf                                                          9.34%                 11.1%

        Average quality, 1, 2 and 3-story buildings built in 1964-1970. Wood frame and stucco. Concrete slab. Average condition. 331
        covered parking spaces (carport). 166 open parking. Amenities include 2 heated pools, spa, poolside grills, laundry rooms,
        volleyball, and recreation building. Elevator served. New first loan from St. Paul Federal Bank, and seller second.
        Marketing time was reported at six months. 11.76 acres (28.15 du/ac). 1, 2 and 3 bedroom units.

====================================================================================================================================
</TABLE>

Note: The above date was obtained from sources deemed reliable. However, the
accuracy of the data cannot be guaranteed by R. Saia, MAI Associates (9/96)


                                                                              56
<PAGE>

                    COMPARABLE MARKET DATA - APARTMENT SALES

<TABLE>
<CAPTION>
Sale    Project Name
No.     Location                    No. Units   Sale Date (COE)   Year          Sale  Price/       GIM               Price Per Unit
        A.P.N.                       RSF-Bldg                     Built        Price  Sq. Ft       OAR         Cash-on-Cash
====================================================================================================================================
<S>     <C>                          <C>            <C>           <C>     <C>              <C>         <C>                  <C>    
[ 5 ]   Hidden Creek Apartments
        200 Button Street              146          7/14/94       1973    $7,400,000       $77.81        6.78               $50,685
        Santa Cruz, CA                95,100                                                            9.60%                   N/A

        3.8 acres (37 du/ac). 2-story, nine buildings. Garden style walk-up. Average quality and condition. 42 studios, 60 1br/1ba,
        44 2br/1ba units. About half of complex is subsidized housing tenants. Financing terms n/a. Marketing time = 3 months.
        Amenities include pools, creek fountain and extensive landscaping.

[ 6 ]   North Bay Apartments
        41 Granview Street             115          12/15/95      1989    $8,550,000       $81.88        6.11               $74,348
        Santa Cruz                   104,421                                                           10.15%                 10.8%

        Good quality, 2-story garden style complex built in 1989. Average to good location. Buyer had to pay $300,000 in repairs and
        $175,000 in commissiions. Cap Rate is somewhat high based on other sales of similar age, size, and location. Property was
        never exposed to open market.

[ 7 ]   2186-2198 Brutus Street         60          5/26/93       1988    $3,072,000       $61.46        7.83               $51,200
        Salinas                       49,980                                                            7.90%                   N/A

        Average to good quality garden complex located in north Salinas close to shopping, schools and freeway access. There are 23,
        1br units, and 37, 2br/2ba units. Average unit size is 833 square feet. No rent control. Financing terms were not available.

[ 8 ]   Cypress Landing
        552 Rico Street                112          11/1/91       1989    $5,950,000       $59.11         6.4               $53,125
        Salinas, CA                  100,660                                                             9.69

        Newer, garden style consisting of 36 1br/1ba and 76, 2br/2ba units. 2-story buildings. Good quality and condition. Amenities
        include clubhouse, spa, pool weight room, tennis courts. Carport + open spaces. Average monthly rent at time of sale = $689.
        Average unit size = 899 square feet. All cash to seller.

====================================================================================================================================
</TABLE>

Note: The above date was obtained from sources deemed reliable. However, the
accuracy of the data cannot be guaranteed by R. Saia, MAI Associates (9/96)


                                                                              57
<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


Housing prices in San Jose are higher than they are in Salinas. Good Salinas
neighborhoods, such as those found in north Salinas, can be compared to the more
average/middle income areas of San Jose as well as the agricultural communities
of Gilroy and Morgan Hill, in southern Santa Clara County Still, downward
adjustments are required for location when comparing San Jose to Salinas.

Santa Cruz: In general, rental housing in Santa Cruz is less than it is in San
Jose, but higher than in Salinas. Although considered more desirable, Santa Cruz
is a relatively good area to draw comparable sales for comparison to Salinas.
Santa Cruz is a coastal community that relies heavily on tourism and
agriculture; some technology has filtered into the area from Silicon Valley.
Rents have been increasing, but not nearly at the pace of San Jose. Occupancy is
also extremely high in this area. A downward location adjustment is required
when comparing a Salinas property to a Santa Cruz property.

Monterey: No sales over 100 units were found in Monterey. This is mainly due to
the limited number of larger units in the city. Although the City of Monterey is
superior to Salinas in residential desirability, nearby cities such as Seaside
and Marina are overall comparable. However, no sales of larger units were found
in this area as well.

Adjustment Process

The most common unit of comparison indicator for apartments is price per unit.
As such, the subject has been adjusted to the comparable sales on this basis. A
sequence for making adjustments must be followed when percentage adjustments are
calculated and added together. The first adjustment is for property rights
conveyed. In this case, all properties sold fee simple or leased fee (short term
leases of less than one year); no leasehold sales were included. Thus, no
adjustment was required.

The second adjustment converts the transaction price of the comparable into its
cash-equivalent or modifies it to match the financing terms projected for the
subject property. No sales with financing favorable enough to significantly
influence the sales price were included, no adjustment was required.

The third adjustment is made for conditions of sale or other (e.g., personal
property included in sale price). No REO or distressed sales were included, and
no sales with furnished units were considered. Every apartment has some amount
of personal property that transfers with the property; however, these items are
nominal.

Other adjustments considered were based on differences in market conditions,
appeal, quality/density, condition, and size. No specific adjustment was made
for rent control (i.e., San Jose complexes), although this is considered in the
location adjustments.

Shown on the following pages is a table summarizing eight apartment sales.
Additional information concerning each sale, including recording data and a
photograph, is in the Addenda.

Apartment Sale Number 1, at $73,387 per unit, is a June 1996 sale of the Willow
Gardens Apartments, an 186-unit garden style walk-up apartment located in a
centrally-located middle-income neighborhood in San Jose. This is an average
quality complex in average condition at time of sale. There are 162, two
bedroom/two bath units, and 24, three bedroom/two bath units. The average unit
size is 861 square feet. Amenities consist of a pool, spa, recreation building,
and laundry rooms. The


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<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


project sits on 6.40 acres, indicating a density of 29.06 units per acre. The
project falls under San Jose Rent Control, which limits rental increases to
eight percent with pass-through for extraordinary and capital expenses.

The purchase price of $13,650,000 represents a rentable per square foot
indicator of $85.17, and a per room value of $17,773. The GIM on actual rental
income is 7.04. On market rents, the GIM is 6.29, indicating reasonably good
upside rental potential. The Overall Capitalization Rate is 8.54 percent on
actual income less actual expenses adjusted for new taxes and reserves. The
cash-on-cash rate is 6.8 percent.

In comparison to the subject, a downward adjustment is required for location. As
noted, San Jose rent levels are higher than those found in Salinas. For example,
a two bedroom/two bath unit at Willow Garden is $ 1,000+, or about $200-300 per
unit higher than in Salinas. A downward adjustment of 25 percent as based on
rental differential appears reasonable. The subject is a somewhat newer complex
with more amenities, however, this has essentially been accounted for in the 25
percent location adjustment as based on rental differential. The average unit
size and the project densities are roughly similar, thus no adjustments were
necessary. A further downward adjustment of 10 percent is required by the
subject's much larger size. Smaller apartment properties tend to sell at higher
unit values due to a larger buyer group. Adjusting downward by 35 percent,
results in an indicated subject per unit value of $48,000 (rounded).

Apartment Sale Number 2, at $63,000 per unit, is a July 1996 sale of the Ocean
Terrace Apartments, an 100-unit garden style walk-up apartment located in an
unincorporated area of Santa Cruz County between the cities of Capitola and
Santa Cruz. This is an average plus quality complex in above average condition
at time of sale. There are 52, two bedroom/ units, and 32, one bedroom! units.
There are also 16, 3 bedroom units. The average unit size is 807 square feet.
Amenities consist of a pool, sauna, exercise room, and laundry rooms. The
project sits on 2.70 acres, indicating a density of 37 units per acre.

The purchase price of $6,300,000 represents a rentable per square foot indicator
of $78.04, and a per room value of $16,406. The GIM on actual rental income is
6.5. Market rents were about 3 percent higher than actual income during the six
month marketing period. The Overall Capitalization Rate is 8.6 percent on actual
income less actual expenses adjusted for new taxes and reserves. The
cash-on-cash rate is 8.1 percent.

In comparison to the subject, a downward adjustment is required for location. As
noted, Santa Cruz rent levels are higher than those found in Salinas. For
example, a two bedroom/two bath unit at Ocean Terrace is $800-850+, or about
$l00-250 per unit higher than in Salinas. A downward adjustment of 15 percent as
based on rental differential appears reasonable. The subject is a somewhat newer
complex with more amenities, however, this has essentially been accounted for in
the 15 percent location adjustment as based on rental differential. The average
unit size is roughly similar, thus no adjustment was necessary. In addition, a
downward adjustment of 10 percent is made for the subject's larger size. Smaller
properties tend to sell at higher unit values because they appeal to a larger
group of buyers. Adjusting downward by 15 percent, results in an indicated
subject per unit value of $53,500 (rounded).


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<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


Apartment Sale Number 3, at $55,655 per unit, represents Fox Creek Village, an
168-unit two-story garden complex built in 1986, located nearby the subject in
north Salinas. Although somewhat newer, Sale 3 is the best comparable in terms
of locational characteristics. Physical characteristics are also similar. Fox
Creek includes a pool, tennis court, recreation building and laundry facilities.
There are 76, one bedroom units; and, 92 two bedroom units. The average unit
size is 844 square feet. Some of the units have fireplaces. Parking is by
carport stalls and open spaces. The overall quality and condition are good.

In comparison to the subject, a downward adjustment of 10 percent is required
for size. Another adjustment of 5 percent is made for this property's lower
effective age. Although there are no sales in Salinas to determine whether
apartment property value has increased since the September 1994 sale date, it is
logical to assume that since rents are now somewhat higher that values are
likely higher as well. Consequently, an upward adjustment of 5 percent is made
On balance, a negative 10 percent adjustment is required indicating a subject
unit value of approximately $50,000.

Apartment Sale Number 4, at $50,634 per unit, is located south of Freeway 280
near San Jose City Community College within single family and apartment
neighborhood. the project is under San Jose Rent Control Ordinance. This is
average quality and condition. The buildings are wood frame and stucco with flat
T&G roofs built in 1964 and 1970. There are 36, studios; 264 1br/1ba units; 20,
2br/1ba units; 5, 3br/2ba; and, 6 2br/2ba units. Amenities include 2 heated
pools, poolside grills, laundry rooms, recreation room, and volleyball. Elevator
served. Units have either balcony or patio and are separately metered. Average
condition. 1.5 parking spaces per unit (166 open spaces and 331 carport).
According to selling broker Bruce Hermann with Marcus & Millichap, gross
scheduled actual income at time of sale was $2,787,000, or approximately $700
per unit per month. Actual vacancy (and stabilized vacancy) was 4.38%.
Factoring-in taxes at market (per Prop 13), total expenses were reported at
approximately $1,100,000. Net operating income is estimated at $1,565,000.
Financing consisted of a 1st from St. Paul Federal Bank of $14,850,000 (VIR) 8%,
25-yr amortization and a seller second of $556,000 @ 7%, 2 years resulting in a
total annual debt service of $1,414,297. Cash flow (after debt service) is
$150,703, indicating a cash-on-cash rate of 11.1% on the cash downpayment of
$1,354,000. The marketing time was reported at 6 months. The sale reportedly did
not involve an exchange. This sale closed in August 1995, but was negotiated
several months prior.

In comparison to the subject, a downward adjustment is required for location,
although not nearly as great as the adjustment made for Sale 1. The subject has
superior appeal, but due to the locational difference a downward adjustment of 5
percent is made. A 5 percent upward adjustment is required for market
conditions, that is, rents have moved upward over the past 1.5 years. No size
adjustment is required. The subject's actual rent and expense level per unit is
very similar to this sale property, thus it would make sense that the
adjustments tend to offset one another. As such, no adjustment has been made.
This sale indicates a potential subject unit value of $50,500 (rounded).

Apartment Sale Number 5, at $50,685 per unit, represents a nine building,
two-story, garden style complex of average quality. The project is located near
Highway I in the City of Santa Cruz.


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<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


It is in a neighborhood of predominately small bungalow single family homes
built from 1930 to 1970; a new zero-lot line SFR development is located directly
across. There are 42 studio units with an average size of 550 square feet; 60,
1br/1ba units @ 650 sf and, 44, 2br/1ba units of 750 sf. The rentable area is
95,100 square feet (avg. unit = 651). There are no recreational amenities except
for pool and common utility rooms. Landscaping is extensive in some areas.
One-half of the units are subsidized housing units. At time of sale, "market"
rents were $600 for studio, $750 for I bedrooms, and $850 for two bedrooms. The
gross and net incomes are estimates based on reported actual income per MLS
listing (#369018). According to assessor's office, some buildings had deferred
maintenance, however, cost to repair are not known.

In comparison to the subject, a downward adjustment is required by this
comparable's superior location. However, the subject is newer with superior
appeal and has a higher average rental rate per unit. A 5 percent upward
adjustment is made for superior appeal/condition. A 10 percent downward
adjustment is required for the subject's larger size. On balance, a 5 percent
negative adjustment is made resulting in an indicated subject unit value of
$48,000 (rounded).

Apartment Sale Number 6, at $74,348 per unit, is located in west Santa Cruz off
Highway 1. This is a good quality walk-up garden design built in 1989. It is the
newest complex built in west Santa Cruz area. Amenities include a swimming pool
and carport parking. There are no other recreational facilities, although the
complex is within a short drive to beaches and three miles to Santa Cruz Beach &
Boardwalk (good tenant appeal). The buyer paid $300,000 in repairs and $175,000
commission, thus actual price was somewhat higher than reported above. The
property was never exposed to the open market. The higher than normal
capitalization rate is reflective of this and the extra cost to the buyer of
repairs and commission. There are 18, 1br/1ba units; 69, 2br/2ba units; and, 28,
2br/2.5 ba units. Market rents are about 3-5 % higher than actual.

In comparison to the subject, downward adjustments are required for age,
location and size. We estimate these to be 30 percent (15% location, 5% size,
and 10% age). The indicated subject value per unit from this sale is $52,000
(rounded).

Apartment Sale Number 7, at $51,200 per unit, represents an average to good
quality garden style apartment complex located in north Salinas. There are 23, 1
bedroom units and 37, 2 bedroom units. The 60 unit complex is smaller than the
subject, however, it is very similar in location. Adjusting this sale down by 15
percent for size, and upward by 5 percent for improved market conditions since
date of sale results in an indicated subject value per unit of $46,000
(rounded). Although this is a nearby comparable, because of its smaller size and
older sales date less emphasis was placed on it in the final analysis.

Apartment Sale Number 8, at $53,125 per unit, represents the sale of the
112-unit Cypress Landing Apartments in north Salinas. One of the last complexes
to have been built in Salinas, Cypress was completed in 1989. There are 12,
two-story buildings. Amenities include a pool, hot tub, weight room, tennis
court and recreation building. All units have patios or balconies,
refrigerators, R/O and dishwashers; some have fireplaces. There are 36, 1br/1ba
units; and, 76 2br/2ba units measuring between 955 to 985 square feet. Carport
and open parking. The average unit size is 899 square feet. Gross annual income
at time of sale was $925,740, and net operating


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The Circle & N. Plaza Apartments, Salinas, CA


income was $573,218, indicating a cap rate of 9.690/a. Normally, a 1991 sale
would not be used as part of a primary sales analysis. In this case, given the
scarcity of large apartment sales in Salinas, it has been used.

No adjustment is required for location. Cypress is newer than the subject, and
has marginally superior appeal. It is also smaller. A 10 percent downward
adjustment is reasonable for these factors. On the other hand, an upward
adjustment of 5 percent is made for improved market conditions since late 1991.
On balance, a negative 5 percent adjustment is applied indicating a subject unit
value of S50,000 (rounded).

Sales Comparison Approach Summary & Conclusion

The sales analyzed in the sales comparison approach range in size from 60 to 331
spaces, and in unadjusted price from $50,634 to $74,387 per unit. After
adjustment, the sales indicated the following range of value:

Sale 1      Sale 2      Sale 3      Sale 4      Sale 5      Sale 6      Sale 7
- ------      ------      ------      ------      ------      ------      ------
$48,000     $53,500     $50,000     $50,500     $48,000     $52,000     $46,000

            Sale 8            
            ------            Average = $49,750
            $50,000           Median  = $50,000
          
For one reason or another, the sales are not highly similar. They do, however,
provide a reasonably narrow range of potential subject value. The sales
consistently group around $50,000 per unit, all three sales in Salinas sold in
the low to mid-$50,000 per unit range. Consequently, $50,000 is a reasonable and
supportable per unit value to apply to the subject property.

- --------------------------------------------------------------------------------
            439 units      x       $50,000/units    =       $21,950,000
- --------------------------------------------------------------------------------

Check for Reasonableness: Based on a market value of $21,950,000, the subject
property would have the following unit of comparison indicators:

            Price Per Rentable SF:              $55.00 (rd)
            Price Per Room:                     $13,954
            GIM                                  6.01

Price Per Rentable SF: The range of the comparables is $59.11 to $85.17. The
subject should fall towards the lower end since it has larger sized units
(including 3 bedrooms). Consequently, the above price is reasonable by this
method.

Price Per Room: The range of the comparables is $14,157 to $19,344; most are in
the $14,000 to $16,000 range. The subject is at the lower end, but this is to be
expected given its greater number of rooms resulting from three bedroom units.
As such, the price per room method supports the above estimate.


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The Circle & N. Plaza Apartments, Salinas, CA


GIM: The subject has a high expense ratio which should be considered in
selecting the appropriate GIM. The range of the comparables is 6.01 to 7.83;
most range from 6.01 to 6.8. At 6.01, the subject is at the lower end, but well
supported by the sales especially considering the higher expense ratio. The best
overall comparable is Sale 4, in part due to size and similar income and expense
levels. This comparable is also 6.01. Consequently, the above value estimate is
well-supported by the GIM technique.

SALES COMPARISON APPROACH CONCLUSION:

The Sales Comparison Approach concludes a value of $21,950,000.


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The Circle & N. Plaza Apartments, Salinas, CA


RECONCILIATION OF THE VALUE ESTIMATES

The market value of the subject property has been estimated by two of the three
traditional appraisal approaches. The indications given by each are summarized
as follows:

================================================================================
            Income Approach                     $20,820,000
            Sales Comparison Approach           $21,950,000
================================================================================

In order to determine our final opinion of value, the reliability and relevance
of each value based upon the quality of data collected, and the applicability of
the assumptions underlying each approach was considered.

The cost approach was not used in this appraisal. Although it may have some
relevancy, it is not a primary valuation method.

The Sales Comparison Approach is a more accurate method than the cost approach,
but is flawed to some degree by the limited number of comparable sales in the
Salinas area. The sales that were available, however, provided consistent
support.

The Income Capitalization Approach is the better of the two methods, but is also
flawed to some degree by the lack of recent sales in Salinas. The sales provided
a strong central tendency in indicating that capitalization rates are within a
fairly narrow range of 8.0 to 9.5 percent; however, market conditions are
improving and capitalization rates may be decreasing. Without recent empirical
data in Salinas, however, it is difficult to pinpoint a specific rate for the
subject property. Still, most weight has been given to the Income Approach in
concluding a final value estimate.

STATEMENT OF VALUE

Based on the foregoing analysis, the value of the subject property, as of
September 28, 1996, is estimated as follows:

                           TWENTY ONE MILLION DOLLARS
                                  ($21,000,000)


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The Circle & N. Plaza Apartments. Salinas, CA


MARKETING PERIOD
================================================================================

The sales marketing time is the time that it should take to market and sell the
property in its "as is" condition as of the date of the appraisal. This should
not be confused with exposure time which is the amount of time necessary to
expose a property to the open market in order to achieve a sale.

Marketing time is a forward estimate of the amount of time necessary to expose a
property on the open market in order to achieve a sale from the effective date
of the appraisal.

Indications of the marketing times associated with the "as is" market value
estimates are provided by the marketing time of sale comparables, and interviews
with participants in the market. The sales marketing period is a period of time
that is reasonable in light of a given property's characteristics and market
conditions, based on certain assumptions. To our knowledge, there have been no
sales the size of the subject in the Northern Monterey County market area over
the past year. Sales from other parts of Northern California indicate that the
marketing time would be less than 6 months.

Apartment sales that have taken place over the past 24 months indicate that
marketing times rarely exceed 6 months, and usually fall between 1 to 6 months.
The length of time is not only a function of physical and locational
characteristics, but the marketing and pricing. Based on the subject
characteristics and assuming a list price close to the estimated market value,
marketing time is estimated at 2-5 months.

EXPOSURE PERIOD
================================================================================

USPAP requires that an estimate of reasonable exposure time be made in the
performance of an appraisal where the value being sought is "as-is

In the USPAP, the Comment to Standards Rule 1-2(b) states:

When estimating market value, the appraiser should be specific as to the
estimate of exposure time linked to the value estimate.

The Comments to Standard Rules 2-2(a)(v) and 2-2(b)(v) state:

 ...Defining the value to be estimated requires both an appropriately referenced
definition and any comments needed to clearly indicate to the reader how the
definition is being applied [See Standards Rule 1-2(b)]...

The Statement issued by the Appraisal Standards Board is as follows:

Reasonable exposure time is one of a series of conditions in most market value
definitions. Exposure time is always presumed to precede the effective date of
the appraisal.


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The Circle & N. Plaza Apartments, Salinas, CA


Exposure time may be defined as follows: The estimated length of time the
property interest being appraised would have been offered on the market prior to
the hypothetical consummation of a sale at market value on the effective date of
the appraisal; a retrospective estimate based upon an analysis of past events
assuming a competitive and open market.

Exposure time is different for various types of real estate and under various
market conditions. It is noted that the overall concept of reasonable exposure
encompasses not only adequate, sufficient and reasonable time but also adequate,
sufficient and reasonable effort. This statement focuses on that time component.

The fact that exposure time is always presumed to occur prior to the effective
date of the appraisal is substantiated by related facts in the appraisal
process: supply/demand conditions as of the effective date of the appraisal; the
use of current cost information; the analysis of historical sales information
(sold after exposure and after completion of negotiations between the seller and
buyer); and the analysis of future income expectancy estimated from the
effective date of the appraisal.

Since there are few comparable properties to the subject that have sold in this
market area, estimating exposure time is based more on discussions with
knowledgeable real estate professionals. All of the sales with known marketing
times took less than 6 months.

The exposure time period assumes that the subject is appropriately priced and
marketed. Obviously, a list price that is significantly higher than what the
property is worth will result in a longer than typical marketing period.
Although it could be sooner or later, our best estimate of an exposure period
(based on our appraised value) is 4 months.

ALLOCATION OF FURNITURE, FIXTURES AND EQUIPMENT
================================================================================

For the most part, apartment in the subject region do not require significant
furniture, fixtures or equipment as part of the ongoing operation of the
property. In the case of the subject, FF&E is minimal and contributes only a
nominal value to the overall property worth. Personal property items observed on
the premises include pool equipment, furniture in the recreation/clubhouse,
office furniture and equipment (e.g., computer/printer) carts, supplies, etc.

The market value of the above is estimated at less than $20,000. Some of the
personal property items such as the computer and copier (i.e., office equipment)
would be removed upon sale. All of the comparables had similar amounts of
personal property items that were included in the sale, thus there is no need
for an adjustment.

Although not as management intensive as a hotel, apartments require management
expertise that technically creates some (minor) going-concern value. In valuing
the subject, any going-concern/goodwill has effectively been removed by
deducting an offsite professional management


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The Circle & N. Plaza Apartments, Salinas, CA


fee. The net incomes estimated from each sale comparable also had offsite
management fees deducted. It is assumed that the subject will continue to
operate under professional management.

In conclusion, the estimated market value of the subject is of the real estate
only; FF&E (personal property) is nominal and any going-concern/goodwill value
would have been removed in the deduction of an offsite professional management
fee.


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The Circle & N. Plaza Apartments, Salinas, CA


ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

The estimate of value contained herein is based upon and subject to the
following assumptions and qualifying conditions, to which the addressee shall be
deeded to consent by acceptance hereof:

It is assumed that merchantable fee simple title, free of encumbrance, is vested
in the owner of record. It is recognized that a potential purchaser would likely
consider the effect of value through consideration of the maximum conventional
financing available for the property type as of the date of value.

It is assumed that the property is subject to lawful, competent and informed
ownership and management. It is also assumed that all financial information on
the business operation is correct; errors or misstatements may have a material
impact on the appraised value. We reserve the right to make changes if such
errors or misstatements were later discovered.

It is assumed that the information supplied by the addressee as to the parcel or
parcels of real estate is correct and complete, including the legal description
as it appears in this report. The appraisers assume no responsibility for
matters of legal nature affecting the property or the title thereto, nor does
the appraisers render any opinion as to title. No attempt has been made to
render an opinion of or status of easements that may exist.

It is understood that exhibits included in this report are solely for the
purpose of assisting the reader to visualize or understand its content and are
not intended to be exact in scale or detail. It is understood that no survey has
been made to render an opinion of or status of easements that may exist.

It is understood that material contained herein which is stated to be or is
obviously furnished by others is believed to reliable but has not been verified
except as specifically stated. Such information is believed to be true and
correct; however, no responsibility for accuracy can be assumed by the
appraisers.

We are not required to give testimony or appear in court because of having made
this appraisal, with reference to the property in question, unless arrangements
have been previously; made therefor.

The distribution of the total valuation in this report between land and
improvements applies only under the existing program of utilization. The
separate valuations of land and building must not be used in conjunction with
any other appraisal and are invalid if so used.

If this appraisal contains a valuation relating to a geographical portion of a
large parcel or tract or real estate, the value reported for such geographical
portion relates to such portion only and should not be construed as applying
with equal validity to other portions of the larger parcel or tract, and the
value of all geographical portion may or may not equal the value to the entire
parcel or tract considered as an entity.


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The Circle & N. Plaza Apartments, Salinas, CA


We assume that there are no hidden or unapparent conditions of the property,
subsoil or structures which would render it more or less valuable. We assume no
responsibility for such conditions or for engineering which might be required to
discover such factors. The appraisers assume the mechanical equipment to be in
good working order unless expressed otherwise.

Unless otherwise stated in this report, the existence of hazardous materials,
which may not be present on the property, was not observed by the appraisers.
The appraisers have no knowledge of the existence of such materials on or in the
property. The appraisers, however, are not qualified to detect such substances.
The presence of substances such as asbestos, urea-formaldehyde foam insulation,
or other potentially hazardous materials may affect the value of the property.
The value estimate is predicated on the assumption that there is no such
material on or in the property that would cause a loss in value. No
responsibility is assumed for any such conditions, or for any expertise or
engineering knowledge required to discover them. The client is urged to retain
an expert in this field, if desired.

All information and comments concerning the location, neighborhood, trends,
construction quality and costs, loss in value from whatever cause, condition,
rents, or any other data of the property appraised herein represent the
estimates and opinions of the appraisers formed after an examination and study
of the property.

While it is believed the information, estimated and analysis given and the
opinions and conclusions drawn therefrom are correct, the appraisers do not
guarantee them and assumes no liability for any errors in fact in analysis or in
judgment.

Disclosure of the contents of this appraisal report (especially any conclusions
as to value), the identity of the appraisers or the firm with which they are
connected, or any reference to the Appraisal Institute, or the SRPA/MAI
designations shall not be disseminated to the public through advertising media,
public relations media, news media, sales media, or any other public means of
communication without the prior written consent and approval of the undersigned.

The appraisers are considered the owner of the report, and delivery of same has
been to addressee only for his specific intended real estate decision.

Certain forms, formatting and techniques contained herein are private property
and proprietary in nature. As such, they are protected under state and federal
laws covering trademarks, copyrighting, etc. Copying or re-use is strictly
prohibited without expressed written consent.

Certain information contained herein is considered "not for public knowledge"
and is provided herein "under strictest confidence." Said information shall be
used only in connection with the business decision as specifically described in
the function of the appraisal. No other use of any information contained herein
is permitted. Said information shall not be re- used, shared, disclosed, etc.,
except in accordance with the certification, limiting conditions, function and
purposes as contained herein. Any deviation from the above may subject the user
to additional legal action for invasion of privacy.


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The Circle & N. Plaza Apartments, Salinas, CA


Acceptance and use of this report constitutes specific and implied consent to
all condition, limitations, etc. Further, the client shall hold harmless the
appraisers for any unpermitted use or action resulting from such use.

On appraisals subject to satisfactory completion of repairs, alterations, or new
construction, the appraisal report and value conclusions are contingent upon
completion of the improvements in a timely and workmanlike manner, and as of the
effective date of the appraisal.

Any projections in income and expenses in this report are not predictions of the
future. Instead, they are an estimate of current thinking of market participants
of what future income and expenses will be. No warranty or representation is
made that these projections will materialized.

This appraisal was prepared for Home Savings as client to be used in lending
decisions or any related business pertaining to its interest in the appraised
property. If an informational copy has been provided to the owner it should not
be utilized for other functions.

The Americans with Disabilities Act (ADA) became effective January 26, 1992. The
appraiser has not made a specific compliance survey and analysis of this
property to determine whether or not it is in conformity with the various
detailed requirements of the ADA.


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The Circle & N. Plaza Apartments, Salinas, CA


CERTIFICATION OF APPRAISAL
================================================================================

I certify, that, to the best of my knowledge and belief:

1. The statements of fact contained in this report are true and correct.

2. The reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions, and are our personal, unbiased
professional analyses, opinions and conclusions.

3. I have no present or prospective interest in the property that is the subject
of this report, and we have no personal interest or bias with respect to the
parties involved.

4. My compensation is not contingent upon the reporting of a predetermined value
or direction in value that favors the cause of the client, the amount of the
value estimate, the attainment of a stipulated result, or the occurrence of a
subsequent event.

5. The analyses, opinions and conclusions were developed, and, this report has
been prepared, in conformity with Title XI of the Federal Financial Institutions
Reform, Recovery, and Enforcement Act of 1989 (FIRREA) and its regulations, as
well as the Code of Professional Ethics and Standards of the Professional
Conduct of the Appraisal Institute and the Uniform Standards of Professional
Appraisal Practice (USPAP) of the Appraisal Foundation and the Appraisal
Institute.

6. Robert Saia and James Barcells, SRA have made a personal inspection of the
property. Mr. Saia's General Certificate from the State of California is valid
and in good standing as of the appraisal date.

7. No one other than the undersigned prepared the analyses, conclusions, and
opinions concerning real estate that are set forth in this appraisal report. It
should be noted that James Barcells helped with the preparation of the report.

8. The use of this report is subject to the requirements of the Appraisal
Institute relating to review by its duly authorized representatives.

9. Members of the Appraisal Institute are required to meet certain continuing
education requirements. As of the date of this report, Mr. Saia have completed
the requirements of the continuing education program of the Appraisal Institute.


/s/ Robert S. Saia
- -----------------------
Robert S. Saia, MAI
OREA Cert. #AG003191


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The Circle & N. Plaza Apartments, Salinas, CA


                                   -ADDENDA -


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                         PHOTOGRAPHS OF SUBJECT PROPERTY

                                 [PHOTO OMITTED]

                                 [PHOTO OMITTED]


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The Circle & N. Plaza Apartments, Salinas CA

                         PHOTOGRAPHS OF SUBJECT PROPERTY

                                 [PHOTO OMITTED]

                                 [PHOTO OMITTED]


    Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095  74
<PAGE>

                              REGIONAL LOCATION MAP

                                  [MAP OMITTED]
<PAGE>

                            NEIGHBORHOOD LOCATION MAP

                           MAP OF SALINAS AND VICINITY

                                  [MAP OMITTED]
<PAGE>

                                   ZONING MAP

                                  [MAP OMITTED]
<PAGE>

                               ASSESSOR PARCEL MAP

                                                              COUNTY OF MONTEREY
                                                              ASSESSOR'S MAP
                                                              BOOK 253 PAGE 11

                                  [MAP OMITTED]

                                                        CITY OF SALINAS
                                                 RECORD OF SURVEY VOL. 4, PG. 97
                                                 ASSESSORS LOT 1 & 2
                                                 SANTA RITA RANCHO
                                                 (M.G.SOUZA PROPERTY)
<PAGE>

                               ASSESSOR PARCEL MAP

                                                TAX CODE AREA

                                                              COUNTY OF MONTEREY
                                                              ASSESSOR'S MAP
                                                              BOOK 253 PAGE 12

                                  [MAP OMITTED]

                                                                  ASSRS MAP 2   
                                                               SANTA RITA RANCHO
                                                               LOTS 50, 52 & 54
<PAGE>

                                    FLOOD MAP

                                  [MAP OMITTED]
<PAGE>

                        NATIONAL FLOOD INSURANCE PROGRAM

================================================================================

FIRM
FLOOD INSURANCE RATE MAP

CITY OF
SALINAS, CALIFORNIA
MONTEREY COUNTY

PANEL 1 OF 5
(SEE MAP INDEX FOR PANELS NOT PRINTED)

                                                          COMMUNITY-PANEL NUMBER
                                                                   060202 0001 D

                                                                 EFFECTIVE DATE:
                                                                 NOVEMBER 4,1981

[LOGO]
                       federal emergency management agency
                        federal insurance administration
<PAGE>

                               RENTAL LOCATION MAP

                                  [MAP OMITTED]
<PAGE>

                          COMPARABLE SALES LOCATION MAP

              MAP OF
              SALINAS
           AND VICINITY

                                [GRAPHIC OMITTED]
<PAGE>

                          COMPARABLE SALES LOCATION MAP               Santa Cruz

                                  [MAP OMITTED]
<PAGE>

                          COMPARABLE SALES LOCATION MAP                 San Jose

                                  [MAP OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 1

Project Name:                           Willow Garden Apartment

Location:                               1750 Stokes Street, San Jose

Assessor's Parcel No.:                  284-24-008

Grantor:                                Marie Helen Pejcha Trust 

Grantee:                                Willow Gardens Ltd.

Rec. Doc. #:                            #13330744

Sales Date:                             June 14, 1996

Sales Price:                            $13,650,000

No. of Units:                           186

Condition/Quality:                      Average/average

Site Area:                              6.40 acres (29.06 du/ac)

Year Built:                             1971

- --------------------------------------------------------------------------------
Value Indicators:                       Price/Unit: $73,387  Price/Room: $17,773
                                        GIM: 7.04            Price/RSF:  $85.17
- --------------------------------------------------------------------------------

Stabilized NOI Est.:                    $1,165,752

- --------------------------------------------------------------------------------
OAR:                                    8.54%
- --------------------------------------------------------------------------------

Occupancy:                              99.0% (1 unit vacant @ time of sale)

Financing:                              see comments below

Comments:                               Average quality garden style two-story
walk-up built in 1971. Average condition and appeal. There are 162, two
bedroom/two bath units, and 24, three bedroom/2 bath units. Gross rentable area
is 163,740 sf. Zoning is R-4, high density. Located in area of apartments,
condominiums and single family homes (middle income) with commercial/retail
along major arterials. Centrally-located, close to shopping, schools, employment
and freeway access. Financing terms consisted of $10,600,000 first, and a seller
second of $1,275,000 @ 8%, 2 yrs. The buyer put down $1,775,000. The
<PAGE>

market income is estimated at $2,170,200 and the actual was $1,940,052 at time
of sale. The market derived GIM is 6.29, and the market derived OAR is 9.06%
(actual OAR = 8.54%). Under San Jose Rent Control Ordinance which limits annual
rent increases to 8 percent.

Source/Confirmation: various, including public records, inspection, Comps Inc.,
Stan Jones Marcus & Millichap.

                                [PHOTO OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 2

Project Name:                           Ocean Terrace

Location:                               1630 Merrill Street, Santa Cruz

Assessor's Parcel No.:                  027-274-41

Grantor:                                Santa Cruz Central Investments

Grantee:                                D&M Piterman

Rec. Doc. #:                            #8760321

Sales Date:                             July 12, 1996

Sales Price:                            $6,300,000

No. of Units:                           100

Condition/Quality:                      Average+/Average+

Site Area:                              2.7 acres (37 un/ac)

Year Built:                             1972

- --------------------------------------------------------------------------------
Value Indicators:                       Price/Unit: $63,000 Price/Room: $16,406
                                        GIM: 6.5            Price/RSF: $78.04
- --------------------------------------------------------------------------------

Stabilized NOI Est.:                    $543,984

- --------------------------------------------------------------------------------
OAR:                                    8.6%
- --------------------------------------------------------------------------------

Occupancy:                              100% (0 unit vacant @ time of sale)

Financing:                              New First from Home Savings (see below)

Comments:                               100 unit garden style two-story walk-up
built in 1972. It is located in an unincorporated area of Santa Cruz County one
mile from the city limits of Santa Cruz and two miles north of Capitola Village,
a seaside tourist area. The neighborhood is predominately average quality single
family and apartments with scattering of mobilehome parks and small
retail/shopping centers. The ocean is approximately one-half mile south.
Amenities include a pool, sauna, three laundry rooms,
<PAGE>

on-site manager's office, and exercise room. There are six buildings on the 2.7
acre site. Construction is wood frame and wood siding and stucco. Roofs are flat
tar and gravel. Parking is 130 spaces. All units feature AEK kitchens including
dishwashers, refrigerators, garbage disposals and R/O's. There are 32, 1br/1ba
units containing 624 sf; 40, 2br/1ba units measuring 860 sf; 12 units are
2br/1.5 ba @ 923 sf; and, 16 are 3br/2ba units @ 955 square feet. Market rents
range from $680-695 for the 1br units to $955-$980 for the 3br units. The 2 br
units range from $780 to $855. Based on market rents, the monthly gross rental
income is $79,950. Laundry income is $1,125 per month. The actual income for
January 1996 was $77,480, or 3% below market. Based on market rental income and
laundry income, gross annual income is projected (over next 12 months) at
$972,900. Deducting 4 percent for vacancy and collection loss, results in EGI of
$933,984. Expenses estimated by seller are approximately $390,000 (including
reserves), resulting in a NOI of $543,984 and a cap rate of 8.6 percent. The
Home Savings first loan has an estimated annual debt service of $416,044,
yielding cash flow of $127,939 and a cash-on-cash rate of 8.1%. reportedly, the
property was purchased by the seller in 1985 at $5,200,000 (unconfirmed).

Source/Confirmation: Home Savings of America, South Bay Equities

                                [PHOTO OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 3

Project Name:                           Fox Creek Village

Location:                               196 W. Alvin Road, Salinas

Assessor's Parcel No.:                  261-631-010

Grantor:                                Sollecito

Grantee:                                Fox Creek Partners

Rec. Doc. #:                            Reel 3151 pg 1419

Sales Date:                             September 24, 1994

Sales Price:                            $9,350,000

No. of Units:                           168

Condition/Quality:                      Good/Good

Site Area:                              7.84      acres (21.43 du/ac)

Year Built:                             1986

- --------------------------------------------------------------------------------
Value Indicators:                       Price/Unit: $55,655 Price/Room: $15,688
                                        GIM: 6.8            Price/RSF: $66.31
- --------------------------------------------------------------------------------

Stabilized NOI Est.:                    $850,850

- --------------------------------------------------------------------------------
OAR:                                    9.1%
- --------------------------------------------------------------------------------

Occupancy:                              96.5%

Financing:                              New loan through Bank of America

Comments:                               Well-located in north Salinas near
schools and shopping. Fox Creek consists of 76, 1br/1ba units measuring 708 sf;
24, 2br/1ba units @ 875 sf; and, 68, 2br/1ba units @ 986 sf; 36 units have wood
burning fireplaces. Units include patios or balconies, refrigerators,
microwaves, dishwashers, disposals, and laundry hook-ups. Amenities include a
pool, tennis court, and recreation room. Financing terms were not available,
although there was a first made by Bank of America at market rate and terms.
Assuming normal downpayment and market interest rate at time of sale, cash-on-
<PAGE>

cash is estimated at 9.87%. No rent control. Vacancy at time of sale was
reported at 3.5 percent. One covered parking space plus open parking.
Garden-design walk-up.

Source/Confirmation: various, including public records, inspection, etc.

                                [PHOTO OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 4

Project Name:                           Kingdale Oaks

Location:                               1919 Fruitdale Avenue, San Jose

Assessor's Parcel No.:                  282-40-022,023

Grantor:                                Marie Helen Pejcha Trust

Grantee:                                Tod & Catherine Spieker

Rec. Doc. #:                            #12983233

Sales Date:                             August 15, 1996

Sales Price:                            $16,760,000

No. of Units:                           331

Condition/Quality:                      Average/Average

Site Area:                              11.76 acres (28.15/un per ac)

Year Built:                             1970

Value Indicators:                       Price/Unit: $50,634 Price/Room: $16,878
                                        GIM: 6.01           Price/RSF: $66.22

Stabilized NOI Est.:                    $1,565,000

OAR:                                    9.3%

Occupancy:                              95.62% (14 units vacant @ time of sale)

Financing:                              See Comments Below

Comments:                               Located south of Freeway 280 near San
Jose City Community College within single family and apartment neighborhood.
Close to shopping, schools and freeway access. Zoned R24 and R4 (high density
residential). Under San Jose Rent Control Ordinance. Average quality, wood frame
and stucco buildings (flat T&G roofs) built in 1964 and 1970. There are 36,
studios; 264 1br/1ba units; 20, 2br/1ba units; 5, 3br/2ba; and, 6 2br/2ba units.
Amenities include 2 heated pools, poolside grills, laundry rooms, recreation
room, and volleyball. Elevator served. Units have either balcony or
<PAGE>

patio and are separately metered. Average condition. 1.5 parking spaces per unit
(166 open spaces and 331 carport). According to selling broker Bruce Hermann
with Marcus & Millichap, gross scheduled actual income at time of sale was
$2,787,000. Actual vacancy (and stabilized vacancy) was 4.38%. Factoring-in
taxes at market (per Prop 13), total expenses were reported at approximately
$1,100,000. Net operating income is estimated at $1,565,000. Financing consisted
of a 1st from St. Paul Federal Bank of $14,850,000 (VIR) 8%, 25-yr amortization
and a seller second of $556,000 @ 7%, 2 years resulting in a total annual debt
service of $1,414,297. Cash flow (after debt service) is $150,703, indicating a
cash-on-cash rate of 11.1% on the cash downpayment of $1,354,000. The marketing
time was reported at 6 months. The sale reportedly did not involve an exchange.

Source/Confirmation: Marcus & Millichap (415) 494-8900

                                [PHOTO OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 5

Project Name:                           Hidden Creek

Location:                               200 Button Street, Santa Cruz

Assessor's Parcel No.:                  008-202-026

Grantee:                                Hidden Creek

Rec. Doc. #:                            #5547479

Sales Date:                             July 24, 1994

Sales Price:                            $7,400,000

No. of Units:                           146

Condition/Quality:                      Avg/Avg

Site Area:                              3.8 acres (37 du/ac)

Year Built:                             1973

- --------------------------------------------------------------------------------
Value Indicators:                       Price/Unit: $50,685 Price/Room: $16,818
                                        GIM: 6.78           Price/RSF: $77.81
- --------------------------------------------------------------------------------

Stabilized NOI Est.:                    $710,400

- --------------------------------------------------------------------------------
OAR:                                    9.6%
- --------------------------------------------------------------------------------

Occupancy:                              98% (est)

Financing:                              Not available

Comments:                               Nine two-story buildings, garden style,
complex of average quality. Located near Highway 1 in City of Santa Cruz.
located in neighborhood of predominately small bungalow single family homes
built from 1930 to 1970; a new zero-lot line SFR development is located directly
across. There are 42 studio units with an average size of 550 square feet; 60,
1br/1ba units @ 650 sf; and, 44, 2br/1ba units of 750 sf. The rentable area is
95,100 square feet (avg unit = 651).There are no recreational amenities except
for pool and common utility rooms. Landscaping is extensive in some areas.
One-half of the units are subsidized housing units. At time of sale, "market"
rents were $600 for studio, $750 for 1 bedrooms, and $850 for two bedrooms. The
gross and
<PAGE>

net incomes are estimates based on reported actual income per MLS listing
(#369018). According to assessor's office, some buildings had deferred
maintenance, however, cost to repair are not known.

Source/Confirmation: various, including public records, assessor, MLS

                                [PHOTO OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 6

Project Name:                           North Bay Apartments

Location:                               41 Grandview Street, Santa Cruz

Assessor's Parcel No.:                  002-051-65

Grantor:                                EQR Northbay Chicago Inc.

Grantee:                                Sequoia Equities

Rec. Doc. #:                            #7770608

Sales Date:                             December 1995

Sales Price:                            $8,550,000

No. of Units:                           115

Condition/Quality:                      Good/Good

Site Area:                              5.17 (22.2 du/ac)

Year Built:                             1989

Value Indicators:                       Price/Unit: $ 74,348 Price/Room: $19,344
                                        GIM: 6.11            Price/RSF: $81.88

Stabilized NOI Est.:                    $867,825

OAR:                                    10.15%

Occupancy:                              100% (no vacancy at time of sale)

Financing:                              $2,425,000 down, $6,300,000 first (see
                                        below)

Comments:                               Good quality walk-up garden design built
in 1989. Newest complex built in west Santa Cruz area. Located off Highway 1
(Mission Street) in area of single family and apartments/condos. Above average
to good location. Buyer paid $300,000 in repairs and $175,000 commission, thus
actual price was somewhat higher than reported above. The property was never
exposed to the open market. The higher than normal capitalization rate is
reflective of this and the extra cost to the buyer of repairs and
<PAGE>

commission. There are 18, 1br/1ba units; 69, 2br/2ba units; and, 28, 2br/2.5 ba
units. Market rents are about 3-5 % higher than actual. Amenities include a
swimming pool and carport parking. No other recreational facilities, although
the complex is within a short drive to beaches and three miles to Santa Cruz
Beach & Boardwalk. Overall good tenant appeal.

Source/Confirmation: various, including public records, broker

                                [PHOTO OMITTED]
<PAGE>

                                [PHOTO OMITTED]
<PAGE>

                            APARTMENT SALE NUMBER 7

Location:                               2186-2198 Brutus Street, Salinas

Assessor's Parcel No.:                  253-081-015

Grantee:                                Tom Favazza

Rec. Doc. #:                            #35062

Sales Date:                             May 26, 1993

Sales Price:                            $3,072,000

No. of Units:                           60

Condition/Quality:                      Good/Good

Site Area:                              1.8+/- ac (33 du ac)

Year Built:                             1988+/-

- --------------------------------------------------------------------------------
Value Indicators:                       Price/Unit: $51,200 Price/Room: $14,157
                                        GIM: 7.83           Price/RSF: $61.46
- --------------------------------------------------------------------------------

Stabilized NOI Est.:                    $242,445

- --------------------------------------------------------------------------------
OAR:                                    7.9%
- --------------------------------------------------------------------------------

Occupancy:                              Not available

Financing:                              Not available

Comments:                               Average to good garden style complex
located off N. Main Street in north Salinas. Close to shopping, schools, and
freeway access. There are 23, 1br/1ba units, and 37 2br/2a units. Total rentable
area is 49,980 sf. Average unit size is 833 sf. Market income at time of sale
was estimated at $392,445. Vacancy and expenses were estimated at $150,000,
resulting in an estimated NOI of $242,445 (7.9% cap rate).

Source/Confirmation: public records, damar
<PAGE>

                             APARTMENT SALE NUMBER 8

Project Name:                           Cypress Landing Apartments

Location:                               552 Rico Street, Salinas

Assessor's Parcel No.:                  261-201-018

Grantee:                                William Lewis

Rec. Doc. #:                            Reel 2692 pg: 0774

Sales Date:                             November 1991

Sales Price:                            $5,950,000

No. of Units:                           112

Condition/Quality:                      Good/Good

Site Area:                              6 acres (18.7du/ac)

Year Built:                             1989

- --------------------------------------------------------------------------------
Value Indicators:                       Price/Unit: $53,125 Price/Room: $14,442
                                        GIM: 6.4            Price/RSF: $59.11
- --------------------------------------------------------------------------------

Stabilized NOT Est.:                    $573,218

- --------------------------------------------------------------------------------
OAR:                                    9.69%
- --------------------------------------------------------------------------------

Occupancy:                              2.7% ( 3 units vacant @ time of sale)

Financing:                              All cash to seller

Comments:                               Two story, garden style apartment
complex of good quality and condition, built in 1989. One of the last apartment
complexes to have been built in the north Salinas area. Close to shopping,
schools and freeway access. 12, two-story buildings. Amenities include pool, hot
tub, weight room, tennis court and recreation building. All units have patios or
balconies, refrigerators, R/O and dishwashers; some have fireplaces. There are
36, 1br/1ba units; and, 76 2br/2ba units measuring between 955 to 985 square
feet. Carport and open parking. No rent control. 899 sf average unit size.
<PAGE>

Gross annual income was $925,740 and net operating income was $573,218,
indicating a cap rate of 9.69%.

Source/Confirmation: various, including public records, inspection, etc.

                                [PHOTO OMITTED]
<PAGE>

ARTICLE II - BASE DISTRICT REGULATIONS
Division 6 - R-H (High Density Residential District Regulations)
- --------------------------------------------------------------------------------

                                    Contents

Sec. 37-44 Specific purposes ............................................   6-1
Sec. 37-45 Use classifications ..........................................   6-2
Sec. 37-46 Property development regulations .............................   6-5
Sec. 37-47 Zoning Certificate ...........................................   6-8
Sec. 37-48 High density residential design guidelines ...................   6-8
Sec. 37-49 Reserved .....................................................  6-21
Sec. 37-50 Reserved .....................................................  6-21

Sec. 37-44. Specific purposes.

In addition to the general purposes listed in Division 37-1: General Provisions,
the specific purposes of the High Density Residential District regulations are
to:

      A.    Provide appropriately located areas for high density multiple family
            dwelling units consistent with the General Plan and with standards
            of public health and safety established by the Salinas Municipal
            Code;

      B.    Provide adequate light, air, privacy, and open space for each
            dwelling unit and protect residents from the harmful effects of
            excessive noise, population density, traffic congestion and other
            adverse environmental impacts;

      C.    Promote development of affordable housing by providing a density
            bonus for projects in which a portion of the dwellings are
            affordable to qualifying households;

      D.    Achieve design compatibility through the use of site development
            standards;

      E.    Protect adjoining low density residential districts from excessive
            noise or loss of sun, light, quiet, and privacy resulting from
            proximity to multifamily dwellings;

      F.    Provide sites for public and semipublic land uses needed to
            complement residential development or requiring a residential
            environment; and

      G.    Ensure the provision of public services and facilities needed to
            accommodate planned population densities.

The additional purposes of each R-H District are as follows:


                                                                      Page 6 - 1
<PAGE>

ARTICLE II - BASE DISTRICT REGULATIONS
Division 6 - R-H (High Density Residential District Regulations)
- --------------------------------------------------------------------------------

Sec. 37-46. Property development regulations.

The following schedule prescribes development regulations for the High Density
Residential District:

- --------------------------------------------------------------------------------
                         R-H (High Density Residential)
                        Property Development Regulations
- --------------------------------------------------------------------------------
                                                                    Additional
                                                                    Regulations
                                     Zoning District              (See footnotes
              Use               R-H-3.6  R-H-2.3  R-H-1.9              below)
- --------------------------------------------------------------------------------
  Lot size (sq. ft.)            7,200    7,200    7,200              (A)(B)(C)

  Lot area per unit (sq. ft.):
     Less than 6,000            6,000    6,000    6,000              (A)
     6,000 and over             3,600    2,300    1,900
       With density bonus       2,900    1,800    1,500              (D)(E)

  Lot width (ft.)               75       75       75
   Corner lots                  80       80       80

  Lot depth (ft.)               100      100      100
  Lot frontage (ft.)            35       35       35

  Yards:
     Front (ft.)                20       20       20                 (F)(G)
     Side (ft. per story)       10       10       10                 (F)
     Corner side (ft.)          20       20       20                 (F)(J)
     Rear (ft. per story)       10       10       10                 (F)

  Bedrooms per unit(% of 
  total units):
     3 or more bedrooms         20       20       20
     4 or more bedrooms         10       10       10

  Distance between              10       10       10                 (H)
  structures (ft.)

  Driveway length (ft. from     23       23       23                 (L)
  sidewalk)

  Maximum height (ft.)          30       30       30                 (K)

  Maximum nonresidential        0.3      0.3      0.3                (P)
  FAR

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


                                                                      Page 6 - 5
<PAGE>

ARTICLE IV - REGULATIONS APPLYING TO ALL DISTRICTS 
Division 18 Off-Street Parking and Loading Regulations
- --------------------------------------------------------------------------------

References to spaces per square foot are to be computed on the basis of gross
floor area unless otherwise specified, and shall include allocations of shared
restroom, halls and lobby area, and mechanical equipment or maintenance areas,
but shall exclude area for vertical circulation, stairs or elevators.

Where the use is undetermined, or not specified herein, the Community
Development Director shall determine the probable use and the number of parking
and loading spaces required. In order to make this determination, the Community
Development Director may require the submission of survey or other data from the
applicant or have data collected at the applicant's expense.

- --------------------------------------------------------------------------------
                                   Schedule A:
                 Off-Street Parking and Loading Spaces Required
- --------------------------------------------------------------------------------

                                                              0ff-Street Loading
Use Classifications          Schedule A                       Spaces per Group
                             Off-Street Parking Spaces        Classification on
                                                              Schedule B
- --------------------------------------------------------------------------------

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

Residential

   Day care home, large      1 per 6 children; maximum
                             enrollment based on maximum
                             occupancy load

   Interim housing           1 per steeping room plus 1 per
                             100 sq. ft. used for assembly
                             purposes or for common sleeping
                             areas.

   Single-family dwelling    2 per unit (covered).

   Multifamily               2 per unit up to 10 units. 1.6
                             per unit over 10 units.

   Condominiums              2 per unit, covered, plus .25
                             per unit designated on the site
                             for guest parking.

   Mobile home park          2 per unit, 1 covered, plus 1
                             space per 8 units which must be
                             designated for guest parking;
                             tandem parking is permitted.

   Residential care          1 per 3 licensed beds                   B

   Senior housing            1 per unit

   Single room occupancy     .25 spaces per unit
   housing

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


                                                                     Page 18 - 5
<PAGE>

                                   NORTH PLAZA

                              [FLOOR PLAN OMITTED]

                                                                       [LOGO]
                                                                     THE CIRCLES

                     2290 North Main Street, Salinas, California, (408) 443-1740
<PAGE>

                             MAINTENCE/STORAGE UNIT

                                    one only

                                                               THE BRASILIA

                                                               1 Bedroom, 1 Bath

                                                                     753 sq. ft.

                              [FLOOR PLAN OMITTED]

                                                                        [LOGO]
                                                                     THE CIRCLES

                     2290 North Main Street, Salinas, California, (408) 443-1740
<PAGE>

                                                               THE HERMOSILLO

                                                               2 Bedroom, 2 Bath

                                                                     983 sq. ft.

                              [FLOOR PLAN OMITTED]

                                                                        [LOGO]
                                                                     THE CIRCLES

                     2290 North Main Street, Salinas, California, (408) 443-1740
<PAGE>

                               Circles Apartments

================================================================================
                                                        Telephone (408) 443-1740
                                                              Fax (408) 443-8158

                                   North Plaza
                            2310 to 2348 N. Main St.

                              One and three bedroom
                             townhomes with garages.

                              [FLOOR PLAN OMITTED]

                                  LOCATION MAP
<PAGE>

                                                               THE COZUMEL

                                                               1 Bedroom, 1 Bath

                                                                     660 sq. ft.

                              [FLOOR PLAN OMITTED]

                                                                        [LOGO]
                                                                     THE CIRCLES

                     2290 North Main Street, Salinas, California, (408) 443-1740
<PAGE>

                                                               THE ALTAMIRA

                                                               1 Bedroom, 1 Bath

                                                                     777 sq. ft.

                              [FLOOR PLAN OMITTED]

                                                                        [LOGO]
                                                                     THE CIRCLES

                     2290 North Main Street, Salinas, California, (408) 443-1740
<PAGE>

                                                               THE BRASILIA

                                                               1 Bedroom, 1 Bath

                                                                     753 sq. ft.

                              [FLOOR PLAN OMITTED]

                                                                        [LOGO]
                                                                     THE CIRCLES

                     2290 North Main Street, Salinas, California, (408) 443-1740
<PAGE>

                                                               THE DURANGO

                                                               1 Bedroom, 1 Bath

                                                                     755 sq. ft.

                              [FLOOR PLAN OMITTED]

                                                                        [LOGO]
                                                                     THE CIRCLES

                     2290 North Main Street, Salinas, California, (408) 443-1740
<PAGE>

                                                               THE CADIZ

                                                               1 Bedroom, 1 Bath

                                                                     715 sq. ft.

                              [FLOOR PLAN OMITTED]

                                                                        [LOGO]
                                                                     THE CIRCLES

                     2290 North Main Street, Salinas, California, (408) 443-1740
<PAGE>

                                                               THE ESPIRITO

                                                               2 Bedroom, 2 Bath

                                                                    1008 sq. ft.

                              [FLOOR PLAN OMITTED]

                                                                        [LOGO]
                                                                     THE CIRCLES

                     2290 North Main Street, Salinas, California, (408) 443-1740
<PAGE>

                                                               THE GUAYAQUIL

                                                               2 Bedroom, 2 Bath

                                                                     915 sq. ft.

                              [FLOOR PLAN OMITTED]

                                                                        [LOGO]
                                                                     THE CIRCLES

                     2290 North Main Street, Salinas, California, (408) 443-1740
<PAGE>

                                                               THE FORTALIZA

                                                               2 Bedroom, 2 Bath

                                                                     983 sq. ft.

                              [FLOOR PLAN OMITTED]

                                                                        [LOGO]
                                                                     THE CIRCLES

                     2290 North Main Street, Salinas, California, (408) 443-1740
<PAGE>

                                                               THE HERMOSILLO

                                                               2 Bedroom, 2 Bath

                                                                     983 sq. ft.

                              [FLOOR PLAN OMITTED]

                                                                        [LOGO]
                                                                     THE CIRCLES

                     2290 North Main Street, Salinas, California, (408) 443-1740
<PAGE>

                                                               LA TERRAZA

                                                               3 Bedroom, 2 Bath

                                                                    1310 sq. ft.

                              [FLOOR PLAN OMITTED]

                                                                        [LOGO]
                                                                     THE CIRCLES

                     2290 North Main Street, Salinas, California, (408) 443-1740
<PAGE>

09/28/96                      LINCOLN RESIDENTIAL MGMT. SERVICES          Page 1
9:05 am                             Circles III/North Plaza             ID 3.6.1
                                          All Units

<TABLE>
<CAPTION>
==== Unit Profile =====       === Scheduled vs Actual Rent ====   ===================  ==Moved=   Current Lease       Security= YNAD
 I.D.    Type     SqFt        Amount   /SqFt     Amount   /SqFt   Current Lease           In      Begin      End      Deposit   Stat
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
<S>                 <C>       <C>      <C>       <C>      <C>     <C>                  <C>        <C>        <C>         <C>    <C> 
   32A AZ.1         660       615.00   0.932     6l5.00   0.932   Collins, Sandra      08/17/96   08/17/96   05/16/97    550.00 Y --
   329 AZ.1         660       615.00   0.932     535.00   0.811   Martinez, Reggie     11/11/89   10/01/95   09/30/96    400.00 Y --
   32C AZ.1         660       615.00   0.932     555.00   0.841   Martinez, Alicia     01/22/96   01/22/96   07/21/96    300.00 Y OL
   34A AZ.1         660       615.00   0.932     590.00   0.894   Serasio, James D.  ( 08/13/95   08/01/96   04/30/97    300.00 Y --
   349 AZ.1         660       615.00   0.932     560.00   0.848   Guerrero, Robert  (T 04/01/93   09/01/96   08/31/97    300.00 Y --
   36A AZ.1         660       615.00   0.932     555.00   0.841   Mayes, Temara Ann    01/31/96   01/31/96   01/30/97    300.00 Y --
   369 AZ.1         660       615.00   0.932     535.00   0.81l   Goff, Charles        04/01/95   05/01/96   01/31/97    300.00 Y --
   36C AZ.1         660       615.00   0.932     570.00   0.864   Rowsvell, Daniel  (  07/06/92   08/01/96   06/30/97    300.00 Y --
   360 AZ.1         660       615.00   0.932     505.00   0.765   Virrueta, Sylvia  (h 10/21/91   10/21/91   10/20/92    149.00 Y --
   36H AZ.1         660       615.00   0.932     570.00   0.864   Wagner, Robert       09/07/95   09/01/96   08/31/97    340.00 Y --
   361 AZ.1         660       615.00   0.932     595.00   0.902   Phillips, Dedra      03/29/96   03/29/96   03/28/97    300.00 Y --
   38A AZ.1         660       615.00   0.932     625.00   0.947   Budvorth, Ronald     04/13/96   04/13/96   04/12/97    340.00 Y --
   389 AZ.1         660       615.00   0.932     555.00   0.841   Ortiz, Robert/Rosem  02/28/96   02/28/96   02/27/97    300.00 Y --
   40A AZ.1         660       615.00   0.932     590.00   0.894   Cocanour, Richard    08/20/91   08/20/91   08/19/92    400.00 Y --
   409 AZ.1         660       615.00   0.932     590.00   0.894   Guillen, Otilio  (L) 03/03/95   08/01/96   07/31/97    400.00 Y --
   42A AZ.1         660       615.00   0.932       0.00   0.000   VACANT/PRELEASED                           09/20/96      0.00 N VL
   429 AZ.1         660       615.00   0.932     615.00   0.932   Garcia, Javier       10/16/93   11/01/95   08/31/96    300.00 Y --
   42C AZ.1         660       615.00   0.932     555.00   0.841   Gutierrez, Evangeli  01/25/96   01/25/96   07/24/96    300.00 Y --
   420 AZ.1         660       615.00   0.932     650.00   0.985   Hammond, Don         05/01/96   05/01/96   07/31/96    300.00 Y --
   42H AZ.1         660       615.00   0.932     570.00   0.864   Fematt, Selene  (L   07/16/93   09/01/96   05/31/97    300.00 Y --
   421 AZ.1         660       615.00   0.932     570.00   0.864   Rodriguez, Michael   03/25/94   09/01/96   08/31/97    300.00 Y --
   42K AZ.1         660       615.00   0.932     565.00   0.856   Macias, Sheryl E.    04/23/93   04/23/93   04/30/94    300.00 Y --
   44A AZ.1         660       615.00   0.932     615.00   0.932   Smith, Bernice       01/22/94   11/01/95   08/31/96    300.00 Y --
   449 AZ.1         660       615.00   0.932     555.00   0.841   McNeill, Sharon  (L) 02/15/96   02/15/96   08/14/97    200.00 Y --
   46A AZ.1         660       615.00   0.932     605.00   0.917   Moore, Bernard       07/11/96   07/11/96   07/10/97    300.00 Y --
   469 AZ.1         660       615.00   0.932     555.00   0.841   Garza, Valentine  (  10/01/94   10/01/94   03/31/95    300.00 Y --
   48A AZ.1         660       615.00   0.932     555.00   0.841   Thompson, Robert     11/05/95   11/05/95   05/04/96    300.00 Y --
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
   
   AZ.1:     27   17820     16605.00   0.932   14955.00   0.872      17160 SF Occupied
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

   32D AZ.2         660       625.00   0.947     535.00   0.811   Blevins, Rosemary    08/12/94   02/01/96   10/31/96    300.00 Y --
   32E AZ.2         660       625.00   0.947     535.00   0.811   Hermosiilo, Christi   6/10/88   08/01/96   06/30/97    400.00 Y --
   32F AZ.2         660       625.00   0.947     625.00   0.947   Pattillo, Wil        07/13/96   07/13/96   01/12/97    300.00 Y --
   34C AZ.2         660       625.00   0.947     595.00   0.902   Reynoso, Shannon     06/07/96   06/08/96   06/07/97    300.00 Y --
   34D AZ.2         660       625.00   0.947     570.00   0.864   Burton, Ralph EM     10/15/88   08/01/96   07/31/97    400.00 Y --
   36D AZ.2         660       625.00   0.947     555.00   0.841   Campa, Teresa  (L)   11/14/95   11/14/95   08/13/96    300.00 Y --
   36E AZ.2         660       625.00   0.947     650.00   0.985   Desmond, Erryn       04/21/96   04/21/96   07/20/96    300.00 Y --
   36F AZ.2         660       625.00   0.947     625.00   0.947   Navarrete, Lorena    09/16/96   09/16/96   09/15/97    300.00 Y --
   36J AZ.2         660       625.00   0.947     555.00   0.841   Salviejo, Jennifer   01/31/96   01/31/96   07/30/96    340.00 Y --
   36K AZ.2         660       625.00   0.947     530.00   0.803   Lacy, Marvin M.      08/06/95   08/06/95   05/05/96    300.00 Y --
   36L AZ.2         660       625.00   0.947     625.00   0.947   Barrett, Brett       10/15/96   10/15/96   10/14/97    300.00 Y --
   38C AZ.2         660       625.00   0.947     565.00   0.856   Hall, Fred           04/08/95   04/08/95   11/07/95    300.00 Y --
   38D AZ.2         660       625.00   0.947     605.00   0.917   Mendoza, Fernando    08/03/95   08/03/95   05/02/96    300.00 Y --
   40C AZ.2         660       625.00   0.947     555.00   0.841   Pelton, Kenneth B    07/21/93   07/21/93   07/20/94    300.00 Y --
   40D AZ.2         660       625.00   0.947     600.00   0.909   Balenger, Ronald     05/17/96   05/17/96   05/16/97    300.00 Y --
   42D AZ.2         660       625.00   0.947     625.00   0.941   Quezada, Manuel & E  08/16/96   08/16/96   02/15/97    300.00 Y --
   42E AZ.2         660       625.00   0.947     555.00   0.841   Valverde, Harvey     05/10/93   05/10/93   05/09/94    300.00 Y --
   42F AZ.2         660       625.00   0.947     590.00   0.894   Seal, Kieth  (L)     08/12/95   08/01/96   07/31/97    340.00 Y --
</TABLE>
<PAGE>

09/28/96                      LINCOLN RESIDENTIAL MGMT. SERVICES          Page 2
9:05 am                             Circles III/North Plaza             ID 3.6.1
                                          All Units

<TABLE>
<CAPTION>
==== Unit Profile =====       === Scheduled vs Actual Rent ====   ===================  ==Moved=   Current Lease       Security= YNAD
 I.D.    Type     SqFt        Amount   /SqFt     Amount   /SqFt   Current Lease           In      Begin      End      Deposit   Stat
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
<S>                 <C>       <C>      <C>       <C>      <C>     <C>                  <C>        <C>        <C>         <C>    <C> 
   42J AZ.2         660       625.00   0.947     535.00   0.811   Torres, Abel         07/10/93   11/01/95   10/31/96    300.00 Y --
   42L AZ.2         660       625.00   0.947     625.00   0.947   Lembert, Bill  (L)   02/22/95   02/22/95   08/21/95    300.00 Y --
   44C AZ.2         660       625.00   0.947     535.00   0.811   Titoff, Helen  (L)   10/28/92   08/01/96   07/31/97    400.00 Y --
   44D AZ.2         660       625.00   0.947     595.00   0.902   Dykow, Wolfgang      03/09/96   03/15/96   03/14/97    300.00 Y --
   46C AZ.2         660       625.00   0.947     555.00   0.841   Mateuhara, Christin  01/27/96   01/27/96   07/26/96    300.00 Y --
   46D AZ.2         660       625.00   0.947     535.00   0.811   Griffin, Noelle      07/01/91   08/01/95   04/30/96    400.00 Y --
   48B AZ.2         660       625.00   0.947     555.00   0.841   Herrera, Steve       11/10/95   11/10/95   03/09/05    300.00 Y --
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

   AZ.2:     25   16500     15625.00   0.947   14430.00   0.875      16500 SF Occupied

====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

   10A PT          1310       925.00   0.706     850.00   0.649   Garnboa, Lena  (L    11/21/94   11/21/94   05/20/95    480.00 Y --
   10B DT          1310       925.00   0.706     850.00   0.649   Estrada, Sandra      05/31/95   07/01/96   06/30/97    400.00 Y --
   10C DT          1310       925.00   0.706     850.00   0.649   Parks, Jason         11/04/95   11/05/95   03/04/05    500.00 Y --
   10D DT          1310       925.00   0.706     895.00   0.683   Nahal, Surhjit & Av  08/14/95   08/14/95   05/13/96   1290.00 Y --
   12A DT          1310       925.00   0.706     870.00   0.664   Fite, Sandy  (L)     10/01/91   08/01/96   07/31/97    400.00 Y --
   12B DT          1310       925.00   0.706     850.00   0.649   Honea, Rose & Micha  02/29/96   02/29/96   08/28/96    560.00 Y --
   12C DT          1310       925.00   0.706     875.00   0.668   Walker, James        08/16/95   08/01/96   07/31/97    400.00 Y --
   12D DT          1310       925.00   0.706     925.00   0.706   Campos, Guillermina  08/12/96   08/12/96   02/11/97    500.00 Y --
   14A PT          1310       925.00   0.706     850.00   0.649   Ruiz, Rose           02/28/96   02/28/96   02/27/97    500.00 Y --
   14B DT          1310       925.00   0.706     895.00   0.683   Al-Thowiqeb, Abdull  04/29/95   04/29/95   07/28/95    400.00 Y --
   14C DT          1310       925.00   0.706     850.00   0.649   Tejeda, Rebecca&Euni 03/25/95   04/01/96   12/31/96    400.00 Y --
   14D DT          1310       925.00   0.706     875.00   0.668   Wion, Jan H.         07/13/96   07/13/96   07/12/97    500.00 Y --
   16A DT          1310       925.00   0.706     850.00   0.649   Doreika, John        04/03/95   05/01/96   01/31/97    400.00 Y --
   16B PT          1310       925.00   0.706     850.00   0.649   Madison, Linda Sher  02/04/94   02/04/94   08/03/94    400.00 Y --
   16C PT          1310       925.00   0.706     895.00   0.683   Parkhurst, Heather   04/30/96   04/30/96   04/29/97    500.00 Y --
   16D DT          1310       925.00   0.706     850.00   0.649   f George Marinescu   01/28/96   01/28/96   07/27/96    540.00 Y --
   18A PT          1310       925.00   0.706     830.00   0.634   Oliver, Robert       11/15/94   11/15/94   05/14/95    400.00 Y --
   18B DT          1310       925.00   0.706     830.00   0.634   Hatchett, Don Wayne  09/11/93   01/01/96   11/30/96    400.00 Y --
   18C DT          1310       925.00   0.706     925.00   0.706   Snoich, Sandra M     09/25/96   09/25/96   04/24/97    500.00 Y --
   18D DT          1310       925.00   0.706     0.00 0   0.000   VACANT                                     09/10/96    100.00 Y VA
   20A PT          1310       925.00   0.706     875.00   0.668   Vega, Henry          06/01/96   06/01/96   05/31/97    500.00 Y --
   20B PT          1310       925.00   0.706     925.00   0.706   Bade, Manish Gupta   08/04/96   08/04/96   02/03/97    580.00 Y --
   20C DT          1310       925.00   0.706     830.00   0.634   Crabb, Robert        07/29/94   02/01/96   10/31/96    400.00 Y --
   20D DT          1310       925.00   0.706     830.00   0.634   Garcia, Lydia        10/30/94   03/01/96   11/30/96    400.00 Y --
   20E DT          1310       925.00   0.706     875.00   0.66B   Waldrum, Norma And   06/30/96   06/30/96   06/29/97    540.00 Y --
   20F PT          1310       925.00   0.706     895.00   0.68)   Manchuca. Cirilo     04/05/96   04/05/96   04/04/97    500.00 Y --
   20G DT          1310       925.00   0.706     925.00   0.706   Calderon, Nieves     09/15/96   09/15/96   06/14/97    500.00 Y --
   20H DT          1310       925.00   0.706     895.00   0.683   Lopez, Pedro & Marg  04/10/96   04/10/96   04/09/97    500.00 Y --
   20I DT          1310       925.00   0.706       0.00   0.000   VACANT                                     09/26/96    400.00 N VA
   22A PT          1310       925.00   0.706     800.00   0.611   Daniel, Shirley  (EM 05/01/95   05/01/95   12/31/99      0.00 Y --
   22B DT          1310       925.00   0.706     850.00   0.64k   Taylor, Deanna N.    09/01/95   09/01/96   08/31/97    400.00 Y --
   22C DT          1310       925.00   0.706     830.00   0.634   Lopez, Vivian  (T)   07/14/94   07/14/94   01/14/95    400.00 Y --
   22D DT          1310       925.00   0.706     830.00   0.634   Fonacca, Juanita     07/27/94   02/01/96   10/31/96    400.00 Y --
   22E PT          1310       925.00   0.706     870.00   0.664   Weatherly, Milton    02/06/95   02/06/95   08/05/95    400.00 Y --
   22F PT          1310       925.00   0.706     850.00   0.649   Munoz, Eduardo       12/01/95   12/01/95   05/31/96    500.00 Y --
   22G DT          1310       925.00   0.706     875.00   0.668   Scielstad, Linda &   07/08/96   07/08/96   07/07/97   1040.00 Y --
   22H DT          1310       925.00   0.706     875.00   0.668   Nadler, Jeffery      07/01/92   08/01/96   04/30/97    400.00 Y --
   221 PT          1310       925.00   0.706     875.00   0.668   Golden, James  (T)   03/21/93   08/01/96   05/31/97    400.00 Y --
</TABLE>
<PAGE>

09/28/96                      LINCOLN RESIDENTIAL MGMT. SERVICES          Page 3
9:05 am                             Circles III/North Plaza             ID 3.6.1
                                          All Units

<TABLE>
<CAPTION>
==== Unit Profile =====       === Scheduled vs Actual Rent ====   ===================  ==Moved=   Current Lease       Security= YNAD
 I.D.    Type     SqFt        Amount   /SqFt     Amount   /SqFt   Current Lease           In      Begin      End      Deposit   Stat
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
<S>                 <C>       <C>      <C>       <C>      <C>     <C>                  <C>        <C>        <C>         <C>    <C> 
   24A DT           1310      925.00   0.706     880.00   0.672   Herring. Olga  (L)   05/01/87   09/01/96   08/31/97    500.00 Y --
   24B DT           1310      925.00   0.706     850.00   0.649   Bejosano, Robert &   02/16/96   02/16/96   02/15/97    500.00 Y --
   24C DT           1310      925.00   0.706     860.00   0.656   Abbot, Vicki         05/02/94   05/02/94   10/31/94    400.00 Y --
   24D DT           1310      925.00   0.706     875.00   0.668   Terry, James  (L)    08/24/95   09/01/96   08/31/97    400.00 Y --
   24E DT           1310      925.00   0.706     895.00   0.683   Serrano, Irma  (L) s 02/16/96   02/16/96   02/15/97    200.00 Y --
   24F DT           1310      925.00   0.706     850.00   0.649   Dacpano, James & Da  04/04/95   04/01/96   12/31/96    400.00 Y --
   24G DT           1310      925.00   0.706     830.00   0.634   Swartz, Ernest       06/29/95   06/01/96   05/31/97    400.00 Y --
   24H DT           1310      925.00   0.706     895.00   0.683   Allen, Suzy  (L)     02/01/92   02/01/92   01/31/93    400.00 Y --
   241 DT           1310      925.00   0.706     850.00   0.649   Hong, Seho           05/30/95   06/01/96   03/30/97    440.00 Y --
   26A DT           1310      925.00   0.706     920.00   0.702   Villalobos, M & Esq  04/12/96   04/12/96   07/11/96    400.00 Y --
   26B DT           1310      925.00   0.706     895.00   0.683   Holtzman, Patty      05/12/96   05/12/96   05/11/97    540.00 Y --
   26C DT           1310      925.00   0.706     925.00   0.706   Camacho, Marcos Law  10/14/95   10/14/95   07/13/96    540.00 Y --
   26D DT           1310      925.00   0.706     850.00   0.649   Galloway, Darius     11/24/95   11/24/95   08/23/96    925.00 Y -.
   26E DT           1310      925.00   0.706     870.00   0.664   Holley, David        02/15/95   02/15/95   08/14/95    640.00 Y --
   26F DT           1310      925.00   0.706     895.00   0.683   Hilldreth, William & 05/15/96   05/15/96   05/14/97    500.00 Y --
   26G DT           1310      925.00   0.706     850.00   0.649   MIN, KYUNGTAE        06/08/95   06/01/96   04/30/97    400.00 Y --
   26H DT           1310      925.00   0.706     875.00   0.668   Thompson, Curt       11/15/91   08/01/96   06/30/97    400.00 Y --
   26I DT           1310      925.00   0.706     920.00   0.702   Ayala, Martin        04/22/96   04/22/96   07/21/96    540.00 Y --
   28A DT           1310      925.00   0.706     870.00   0.664   Wynn, Jacquetta Yve  03/01/95   03/01/95   08/31/95    400.00 Y --
   28B DT           1310      925.00   0.706     880.00   0.612   Albery, Kenneth  (L) 05/31/95   06/01/95   05/31/96    440.00 Y --
   28C DT           1310      925.00   0.706     850.00   0.649   Brown, Maria       B 10/01/95   10/01/95   08/31/01    500.00 Y --
   28D DT           1310      925.00   0.706     830.00   0.634   Reed, Patricia  (L)  09/01/94   02/01/96   10/31/96    400.00 Y --
   28E DT           1310      925.00   0.706     850.00   0.649   Isenegger, James  (  11/11/94   11/11/94   05/10/95    400.00 Y --
   28F DT           1310      925.00   0.706     875.00   0.668   Foushee, Corinne  (  07/29/95   08/01/96   07/31/97    400.00 Y --
   28G DT           1310      925.00   0.706     920.00   0.702   Acuna, Daniel & Liz  03/25/96   03/25/96   03/24/97    500.00 Y --
   28H DT           1310      925.00   0.706       0.00   0.000   VACANT                                     09/19/96      0.00 N VA
   28I DT           1310      925.00   0.706     895.00   0.683   Vasquez, Alexander   08/01/92   08/01/92   09/01/92    400.00 Y --
   30A DT           1310      925.00   0.706     850.00   0.649   Hill, Alan  (L)      12/02/95   12/02/95   09/01/96    500.00 Y --
   30B DT           1310      925.00   0.706     850.00   0.649   Gutierrez, Hermelin  01/20/96   01/20/96   07/19/96    500.00 Y --
   30C DT           1310      925.00   0.706     925.00   0.706   Raymond, David       08/31/96   08/31/96   03/30/97   1040.00 Y --
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

   DT:       68    89080    62900.00   0.706   56550.00   0.664      85150 SF Occupied

====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

 TOTAL:     120   123400    95130.00   0.771   85935.00   0.723      118810 SF Occupied

====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
</TABLE>
<PAGE>

09/28/96                      LINCOLN RESIDENTIAL MGMT. SERVICES          Page 1
9:02 am                                 Circles I & II                  ID 3.6.1
                                          All Units

<TABLE>
<CAPTION>
==== Unit Profile =====       === Scheduled vs Actual Rent ====   ===================  ==Moved=   Current Lease       Security= YNAD
 I.D.    Type     SqFt        Amount   /SqFt     Amount   /SqFt   Current Lease           In      Begin      End      Deposit   Stat
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
<S>                 <C>       <C>      <C>       <C>      <C>     <C>                  <C>        <C>        <C>         <C>    <C> 
   1 AA.1           777       690.00   0.888     670.00   0.862   Dailey, Tami         08/01/96   08/01/96   01/31/97    300.00 Y --
   13 AA.1          777       690.00   0.888     585.00   0.753   Celaya*, Richard     05/31/95   06/01/96   01/31/97    300.00 Y --
   21 AA.1          777       690.00   0.888     665.00   0.856   Salopek, Christophe  04/24/96   04/24/96   04/23/97    300.00 Y --
   35 AA.1          777       690.00   0.888     670.00   0.862   Kincaid, Thomas A    07/01/96   07/01/96   06/30/97    300.00 Y --
   41 AA.1          777       690.00   0.888     615.00   0.792   Mejia*, Daniel  (L)  05/13/95   09/01/96   03/01/97    300.00 Y --
   55 AA.1          777       690.00   0.888     690.00   0.888   Swanston, C. J.  (L  01/12/96   01/12/96   07/11/96    300.00 Y --
   61 AA.1          777       690.00   0.888     550.00   0.708   Hudson, Kristy Ann   08/14/93   06/09/94   06/08/95    300.00 Y --
   75 AA.1          777       690.00   0.888     690.00   0.888   Gainy, Karl          09/21/96   09/21/96   04/20/97    300.00 Y --
   81 AA.1          777       690.00   0.888     690.00   0.888   Ferra, Octavio       03/21/96   03/21/96   06/20/96    300.00 Y --
   95 AA.1          777       690.00   0.888     595.00   0.766   Castaneda, La Mar    03/31/96   03/31/96   03/30/97    300.00 Y --
   101 AA.1         777       690.00   0.888     670.00   0.862   Martin, Eszard       06/01/96   06/01/96   02/28/97    300.00 Y --
   115 AA.1         777       690.00   0.888     670.00   0.862   Humphrey, Dionna A   07/06/96   07/07/96   07/06/97    300.00 Y --
   121 AA.1         777       690.00   0.888     595.00   0.766   Barrera, Samuel      03/29/96   03/29/96   03/28/97    300.00 Y --
   135 AA.1         777       690.00   0.888     625.00   0.804   Morse, William  (L)  12/01/86   09/01/96   08/31/97    375.00 Y --
   141 AA.1         777       690.00   0.888     595.00   0.766   Valverde, Lydia Car  02/27/96   02/27/96   11/26/96    340.00 Y --
   155 AA.1         777       690.00   0.888     645.00   0.830   Reese, Elouise P  (  03/05/91   08/01/96   04/30/97    300.00 Y --
   161 AA.1         77~       690.00   0.888     595.00   0.766   Martinez, Juan and   02/20/96   02/20/96   11/19/96    300.00 Y --
   175 AA.1         777       690.00   0.888     615.00   0.792   Pandya, Amit         01/06/95   01/06/95   07/05/95    300.00 Y --
   181 AA.1         777       690.00   0.888     665.00   0.856   Freisner, Vanessa    05/15/96   05/15/96   05/14/97    300.00 Y --
   195 AA.1         777       690.00   0.888     690.00   0.888   Kimbel, Greg & Sabi  08/26/96   08/26/96   03/25/97    300.00 Y --
   201 AA.1         777       690.00   0.888     690.00   0.888   Yoro, Susan          09/13/96   09/13/96   04/12/97    300.00 Y --
   215 AA.1         777       690.00   0.888     595.00   0.766   Garcia, Virginia     03/04/96   03/05/96   03/04/97    300.00 Y --
   221 AA.1         777       690.00   0.888     610.00   0.785   Tunstall, James      03/05/95   03/05/95   09/04/95    300.00 Y --
   235 AA.1         777       690.00   0.888     690.00   0.888   Castaneda, Kim & Ja  09/07/96   09/07/96   03/06/97    300.00 Y --
   241 AA.1         777       690.00   0.888     595.00   0.766   Cruz, Arturo         03/05/96   03/05/96   03/04/97    300.00 Y --
   255 AA.1         777       690.00   0.888     680.00   0.875   Taylor, Calvin       03/01/92   03/01/92   02/28/93    400.00 Y --
   261 AA.1         777       690.00   0.888     580.00   0.746   Levy, Herbert  (L)   09/01/93   02/01/96   10/31/96    300.00 Y --
   275 AA.1         777       690.00   0.888     595.00   0.766   Ramirez, Lucio & Ma  02/24/96   02/24/96   11/23/96    300.00 Y --
   281 AA.1         777       690.00   0.888     690.00   0.888   McCorkle, Carol Eli  06/20/96   06/20/96   06/19/97    300.00 Y --
   295 AA.1         777       690.00   0.888     585.00   0.753   Bloom, Lillie        04/01/94   03/01/96   11/30/96    300.00 Y --
   301 AA.1         777       690.00   0.888     605.00   0.779   Cumiskey, Phillip    06/08/93   06/08/93   06/07/94    300.00 Y -.
   315 AA.1         777       690.00   0.888     620.00   0.798   Mendenhall, Jerry    03/30/96   03/31/96   06/29/96    300.00 Y --
   321 AA.1         777       690.00   0.888     595.00   0.766   Rubio, Enrique & My  02/29/96   02/29/96   11/28/96    300.00 Y --
   335 AA.1         777       690.00   0.888     595.00   0.766   Barajas, Alfonso  (L 02/26/96   02/26/96   11/25/96    300.00 Y --
   341 AA.1         777       690.00   0.888     670.00   0.862   Trentlemlan, Arleta  09/20/86   09/20/86   03/30/87    375.00 Y --
   355 AA.1         777       690.00   0.888     690.00   0.888   Meyers, Pamela J     09/09/96   09/09/96   04/08/97   1300.00 Y --
   361 AA.1         777       690.00   0.888     585.00   0.753   Lee, Tammy           06/09/95   06/01/96   05/31/97    300.00 Y---
   375 AA.1         777       690.00   0.888     625.00   0.804   Murray, Floyd        02/01/89   07/01/96   06/30/97    300.00 Y --
   381 AA.1         777       690.00   0.888     690.00   0.888   Hinojosa, Elizabeth  08/24/96   08/24/96   02/23/97    300.00 Y --
   395 AA.1         777       690.00   0.888     585.00   0.753   Winslow, Derricotte  07/01/95   07/01/96   06/30/97    300.00 Y --
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

   AA.1:     40   31080     27600.00   0.888   25355.00   0.816      31080 SF Occupied
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

   11 AB.1          755       650.00   0.861     565.00   0.748   Salazar, Richard     03/11/96   03/12/96   03/11/97    300.00 Y --
   23 AB.1          755       650.00   0.861     555.00   0.735   Maa, Kuci-Fen (L)    02/24/92   01/01/96   08/31/96    400.00 Y --
   33 AB.1          755       650.00   0.861     650.00   0.861   Vargus, Joel (L)     11/17/95   11/17/95   08/31/96    340.00 Y --
   43 AB.1          755       650.00   0.861     630.00   0.834   Standley, Stephen    07/02/96   07/02/96   07/01/97    615.00 Y --
   53 AB.1          755       650.00   0.861     650.00   0.861   Thompson, Scott      08/14/96   08/14/96   05/13/97    300.00 Y --
</TABLE>
<PAGE>

09/28/96                      LINCOLN RESIDENTIAL MGMT. SERVICES          Page 2
9:02 am                                 Circles I & II                  ID 3.6.1
                                          All Units

<TABLE>
<CAPTION>
==== Unit Profile =====       === Scheduled vs Actual Rent ====   ===================  ==Moved=   Current Lease       Security= YNAD
 I.D.    Type     SqFt        Amount   /SqFt     Amount   /SqFt   Current Lease           In      Begin      End      Deposit   Stat
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
<S>                 <C>       <C>      <C>       <C>      <C>     <C>                  <C>        <C>        <C>         <C>    <C> 
    63 AB.1         755       650.00   0.861     565.00   0.748   Nava, Carlos & Paul  03/31/96   03/31/96   12/30/96    340.00 Y --
    73 AB.1         755       650.00   0.861     650.00   0.861   Venegas, Claudia  (L 08/02/95   08/02/95   04/30/96    300.00 Y --
    83 AB.1         755       650.00   0.861     560.00   0.742   Cisneros, Cosine  (L 04/15/94   06/01/96   02/28/97    300.00 Y --
    93 AB.1         755       650.00   0.861     620.00   0.821   Nevarez, Julio       03/31/96   03/31/96   06/29/96    340.00 Y --
   103 AB.1         755       650.00   0.861     650.00   0.861   Espinoza, Sheila A.  10/29/95   10/29/95   01/28/96    300.00 Y --
   113 AB.1         755       650.00   0.861     565.00   0.748   Cabrera, Elisio & A  02/28/96   02/28/96   02/27/97    300.00 Y --
   123 AB.1         755       650.00   0.861     579.00   0.767   Taylor, Ella  (L)    01/31/96   01/31/96   07/30/96    300.00 Y --
   133 AB.1         755       650.00   0.861     555.00   0.735   Mc Clellan, Cassand  07/24/93   11/01/95   08/31/96    300.00 Y --
   143 AB.1         755       650.00   0.861     630.00   0.834   Treuhaft, Jamey & R  07/18/96   07/18/96   07/17/97    930.00 Y --
   153 AB.1         755       650.00   0.861     555.00   0.735   Rodriguez, Eliseo    01/03/95   05/01/96   12/31/97    300.00 Y --
   163 AB.1         755       650.00   0.861     630.00   0.834   Rayford, Zontrel     05/25/96   05/25/96   05/24/97    300.00 Y --
   173 AB.1         755       650.00   0.861     565.00   0.748   Cruz, Alan           03/30/96   03/31/96   03/30/97    340.00 Y --
   183 AB.1         755       650.00   0.861     650.00   0.861   Doscher, Kerrie L.   08/22/95   08/22/95   05/21/96    800.00 Y --
   193 AB.1         755       650.00   0.861     595.00   0.788   Murillo, Jason       05/24/96   05/25/96   05/24/97    300.00 Y --
   203 AB.1         755       650.00   0.861     650.00   0.861   Guzman, Gloria       07/13/96   07/13/96   04/12/97    300.00 Y --
   213 AB.1         755       650.00   0.861     555.00   0.735   Gonzalez, Regina  (  11/18/94   05/01/96   01/31/97    300.00 Y --
   223 A3.1         755       650.00   0.861     565.00   0.748   Madrigal, Carmen     03/29/96   03/29/96   03/28/97    300.00 Y --
   233 AB.1         755       650.00   0.861     630.00   0.834   Fogerty, Dean F  (L) 10/09/92   10/09/92   10/08/93    300.00 Y --
   243 AB.1         755       650.00   0.861     555.00   0.735   Wilkerson, Michelle  05/27/94   05/01/96   12/31/97    300.00 Y --
   253 AB.1         755       650.00   0.861     565.00   0.748   Galiste, Melissa     03/13/96   03/13/96   03/12/97    300.00 Y --
   263 AB.1         755       650.00   0.861     650.00   0.861   Eldridge, Rod        06/28/96   06/28/96   12/27/96    300.00 Y --
   273 AB.1         755       650.00   0.861     650.00   0.861   Benjamin, Vladimir   09/21/96   09/21/96   04/20/97    600.00 Y --
   283 AB.1         755       650.00   0.861     565.00   0.748   Sales, Christina se  03/22/96   03/22/96   03/21/97    220.00 Y --
   293 AB.1         755       650.00   0.861     565.00   0.748   Villalobos, Ramona   03/16/96   03/16/96   03/15/97    300.00 Y --
   303 AB.1         755       650.00   0.861     565.00   0.748   Perez, Jaime         03/31/96   03/31/96   03/30/97    300.00 Y --
   313 AB.1         755       650.00   0.861     565.00   0.748   Mccoun, Doug         03/20/96   03/20/96   03/19/97    340.00 Y --
   323 AB.1         755       650.00   0.861     580.00   0.768   Arkan, Yavuz         09/07/94   09/07/94   03/06/95    400.00 Y --
   333 AB.1         755       650.00   0.861     625.00   0.828   Garza, Hortencia     05/01/96   05/01/96   04/30/97    300.00 Y --
   343 AB.1         755       650.00   0.861     650.00   0.861   Iwamura, Glen        07/01/96   07/01/96   12/31/96    340.00 Y --
   353 AB.1         755       650.00   0.861     630.00   0.834   Gonzalez, George Lu  07/21/96   07/21/96   07/20/97    300.00 Y --
   363 AB.1         755       650.00   0.861     650.00   0.861   Castro, Ignacio      03/31/96   03/31/96   06/30/96    340.00 Y --
   373 AB.1         755       650.00   0.861     555.00   0.735   Fernandez, Ulises    05/20/95   06/01/96   05/31/97    400.00 Y -.
   383 AB.1         755       650.00   0.861     600.00   0.796   Swientek,Theodor     05/30/89   07/01/96   06/30/97    400.00 Y --
   393 AB.1         755       650.00   0.861     675.00   0.894   Laws, Eddie L. Jr.   04/08/96   04/08/96   07/07/96    300.00 Y --
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

   AB.1:     39   29445     25350.00   0.861   23464.00   0.791      29445 SF Occupied
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

     3 AC.1         715       615.00   0.860     550.00   0.769   Stuart, Barbara  (L  02/25/95   09/01/96   02/28/97    300.00 Y --
     9 AC.1         715       615.00   0.860     525.00   0.734   Romero, Augustin     04/29/95   05/01/96   01/31/97    340.00 Y --
    25 AC.1         715       615.00   0.860     525.00   0.734   Pardue/DeLaGarza, A  05/12/95   05/12/95   02/11/96    840.00 Y --
    31 AC.1         715       615.00   0.860     625.00   0.874   Gagnon, David M      09/09/96   09/09/96   09/08/97    300.00 Y --
    45 AC.1         715       615.00   0.860     495.00   0.692   Cole, Ann            12/03/82   05/01/96   02/28/97    350.00 Y --
    51 AC.1         715       615.00   0.860     625.00   0.874   Ralph, Felisha       06/14/96   06/14/96   02/13/97    300.00 Y --
    65 AC.1         715       615.00   0.860     595.00   0.832   Griggs, Carissa      03/29/96   03/29/96   03/28/97    300.00 Y --
    71 AC.1         715       615.00   0.860     625.00   0.874   Robinson, Marianne   01/26/96   01/26/96   07/25/96    300.00 Y --
    85 AC.1         715       615.00   0.860     615.00   0.860   Aguayo, Marcella V   09/08/96   09/08/96   04/07/97    300.00 Y -.
    91 AC.1         715       615.00   0.860     555.00   0.776   Cardova, Jesus       12/09/94   12/09/94   07/05/95    300.00 Y --
   105 AC.1         715       615.00   0.860     590.00   0.825   Gutierrez, Micaela   10/27/95   10/27/95   04/26/96    300.00 Y --
</TABLE>
<PAGE>

09/28/96                      LINCOLN RESIDENTIAL MGMT. SERVICES          Page 3
9:02 am                                 Circles I & II                  ID 3.6.1
                                          All Units

<TABLE>
<CAPTION>
==== Unit Profile =====       === Scheduled vs Actual Rent ====   ===================  ==Moved=   Current Lease       Security= YNAD
 I.D.    Type     SqFt        Amount   /SqFt     Amount   /SqFt   Current Lease           In      Begin      End      Deposit   Stat
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
<S>                 <C>       <C>      <C>       <C>      <C>     <C>                  <C>        <C>        <C>         <C>    <C> 
   111 AC.1         715       615.00   0.860     525.00   0.734   Tapia, Fermin        08/12/94   05/01/96   12/31/97    300.00 Y --
   125 AC.1         715       615.00   0.860     595.00   0.832   Pearson, Janet       03/09/96   03/10/96   03/09/97    800.00 Y --
   131 AC.1         715       615.00   0.860     570.00   0.797   Jones, Amy  (L)      10/29/95   08/01/96   05/31/97    300.00 Y --
   145 AC.1         715       615.00   0.860     595.00   0.832   Goodrick, Jamie      06/12/96   06/12/96   06/11/97    600.00 Y --
   151 AC.1         715       615.00   0.860     535.00   0.748   Villenueva, Marc     04/01/94   04/01/94   10/03/94    300.00 Y --
   165 AC.1         715       615.00   0.860     535.00   0.748   Watts, Linda  (L)    12/15/95   12/15/95   12/14/96    300.00 Y --
   171 AC.1         715       615.00   0.860     525.00   0.734   Munerlyn, Stephanie  10/01/94   06/01/96   04/30/97    325.00 Y --
   185 AC.1         715       615.00   0.860     525.00   0.734   Ag Duy Eng, Daisy T  02/05/94   07/01/96   05/31/97    300.00 Y --
   191 AC.1         715       615.00   0.860     570.00   0.797   Romero, Minerva  (L) 10/21/95   08/01/96   04/01/97    300.00 Y --
   205 AC.1         715       615.00   0.860     525.00   0.734   Seely, Teresa        05/20/95   05/01/96   01/31/97    300.00 Y --
   211 AC.1         715       615.00   0.860     570.00   0.797   Montez, Rosalinda    07/27/95   08/01/96   06/30/97    466.66 Y --
   225 AC.1         715       615.00   0.860     545.00   0.762   Hildago, Ricardo     05/20/94   05/20/94   11/19/94    300.00 Y --
   231 AC.1         715       615.00   0.860     555.00   0.776   Turner,Eric          02/01/95   02/01/95   07/31/95    300.00 Y --
   245 AC.1         715       615.00   0.860     570.00   0.797   Giles, Mary  (T)     09/08/89   09/01/96   06/30/97    400.00 Y --
   251 AC.1         715       615.00   0.860     535.00   0.748   Bibbo, Nick          01/26/96   01/26/96   06/25/97    300.00 Y---
   265 AC.1         715       615.00   0.860     570.00   0.797   Wallace, Ronald  (L) 09/23/95   09/01/96   05/31/97    300.00 Y --
   271 AC.1         715       615.00   0.860     570.00   0.797   Pitchford, Alicia    11/22/95   09/01/96   08/31/97    300.00 Y --
   285 AC.1         715       615.00   0.860     525.00   0.734   Fenzke, Jay          07/15/94   05/01/96   01/31/97    300.00 Y --
   291 AC.1         715       615.00   0.860     625.00   0.874   Bailon, Byron        07/31/96   07/31/96   01/30/97    300.00 Y --
   305 AC.1         715       615.00   0.860     595.00   0.832   Achanta, Srivinas    08/01/95   08/01/95   01/31/96    300.00 Y --
   311 AC.1         715       615.00   0.860     570.00   0.797   Raisanen, James  (L  11/23/90   07/01/96   04/30/97    400.00 Y --
   325 AC.1         715       615.00   0.860     525.00   0.734   Kumar, Sathish  (L)  03/01/94   04/01/96   12/31/96    300.00 Y --
   331 AC.1         715       615.00   0.860     625.00   0.874   Powser, Kimberely    06/16/96   06/16/96   03/15/97    300.00 Y --
   345 AQ.1         715       615.00   0.860     525.00   0.734   Dixon, Marion  (L)   10/20/90   05/01/96   01/31/97    400.00 Y --
   351 AC.1         715       615.00   0.860     525.00   0.734   Gupta, Raghu         06/13/94   06/01/96   05/31/97    300.00 Y --
   365 AC.1         715       615.00   0.860     535.00   0.748   White, Janice  (L)   04/18/94   04/18/94   10/17/94    300.00 Y --
   371 AC.1         715       615.00   0.860     525.00   0.734   Dung, Vo             10/21/94   06/01/96   05/31/97    300.00 Y --
   385 AC.1         715       615.00   0.860     535.00   0.748   Graut, Winnie  (L    09/30/95   10/01/96   07/31/97    300.00 Y --
   391 AC.1         715       615.00   0.860     600.00   0.839   Johnson, Celeste     04/12/96   04/13/96   04/12/97    300.00 Y --

====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

   AC.1:     40   28600     24600.00   0.860   22450.00   0.785      28600 SF Occupied

====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

     5 AD.1         755       650.00   0.861     650.00   0.861   Ramirez, Miguel  (   03/14/96   03/14/96   06/03/96    300.00 Y --
     7 AD.1         755       650.00   0.861     560.00   0.742   Monroy*, Tony        06/15/95   06/01/96   02/28/97    300.00 Y --
    27 AD.1         755       650.00   0.861     650.00   0.861   Duener, Robert       09/14/96   09/14/96   04/13/97    300.00 Y --
    29 AD.1         755       650.00   0.861     650.00   0.861   Wafford, Leonard &   08/09/96   08/09/96   08/08/97    300.00 Y --
    47 AD.1         755       650.00   0.861     565.00   0.748   Porter, Virginia     03/08/96   03/08/96   03/07/97    340.00 Y --
    49 AD.1         755       650.00   0.861     650.00   0.861   Jordan, Christopher  05/21/96   05/21/96   05/20/97    300.00 Y --
    67 AD.1         755       650.00   0.861     650.00   0.861   Bristol, Rhett  (L)  11/30/95   09/01/96   06/02/97    340.00 Y --
    69 AD.1         755       650.00   0.861     575.00   0.762   Ramirez, Maria  (T)  08/01/93   08/01/93   07/31/94    300.00 Y --
    87 AD.1         755       650.00   0.861     565.00   0.748   Logan, Ray           04/01/96   03/31/96   03/30/97    300.00 Y --
    89 AD.1         755       650.00   0.861     565.00   0.748   Hirschkorn, Lalia M  03/03/96   03/03/96   03/02/97    300.00 Y --
   107 AD.1         755       650.00   0.861       0.00   0.000   VACANT                                     09/11/96    300.00 Y VA
   109 AD.1         755       650.00   0.861     630.00   0.834   Noell, Joseph L      03/31/89   03/31/89   10/31/89    300.00 Y --
   127 AD.1         755       650.00   0.861     605.00   0.801   Goddard, Tammy       O5/26/96   05/26/96   05/25/97    340.00 Y --
   129 AD.1         755       650.00   0.861     555.00   0.735   Uy, Francine         06/23/95   05/01/96   01/31/97    300.00 Y --
   147 AD.1         755       650.00   0.861     650.00   0.861   Law, Al Frank        09/26/90   09/26/90   09/26/91    400.00 Y --
   149 AD.1         755       650.00   0.861     555.00   0.735   Mucino, Frank  (L)   06/01/93   06/01/93   05/31/94    300.00 Y --
</TABLE>
<PAGE>

09/28/96                      LINCOLN RESIDENTIAL MGMT. SERVICES          Page 4
9:02 am                                 Circles I & II                  ID 3.6.1
                                          All Units

<TABLE>
<CAPTION>
==== Unit Profile =====       === Scheduled vs Actual Rent ====   ===================  ==Moved=   Current Lease       Security= YNAD
 I.D.    Type     SqFt        Amount   /SqFt     Amount   /SqFt   Current Lease           In      Begin      End      Deposit   Stat
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
<S>                 <C>       <C>      <C>       <C>      <C>     <C>                  <C>        <C>        <C>         <C>    <C> 
   167 AD.1         755       650.00   0.861     565.00   0.748   Herenendez, Claudia  03/31/96   03/31/96   03/30/97    300.00 Y --
   169 AD.1         755       650.00   0.861     675.00   0.894   Bredernitz, Albert   04/12/96   04/12/96   07/11/96    300.00 Y --
   187 AD.1         755       650.00   0.861     625.00   0.828   Feather, Steve       04/17/96   04/17/96   04/16/97    300.00 Y --
   189 AD.1         755       650.00   0.861     565.00   0.748   Avila, J Trinidad &  03/29/96   03/29/96   03/28/97    300.00 Y --
   207 AD.1         755       650.00   0.861     650.00   0.861   De Guzman, Jhoric V  08/31/96   08/31/96   02/27/97    300.00 Y --
   209 AD.1         755       650.00   0.861     555.00   0.735   Conley, Michelle     02/25/95   05/01/96   12/31/97    300.00 Y --
   227 AD.1         755       650.00   0.861     580.00   0.768   Muedeking, Craig     02/14/95   05/01/96   01/31/97    300.00 Y --
   229 AD.1         755       650.00   0.861     675.00   0.894   Aristegui, Valarie   04/13/96   04/13/96   07/12/96    300.00 Y --
   247 AD.1         755       650.00   0.861     555.00   0.735   Houseman, Nancy      06/21/95   06/01/96   05/31/97    300.00 Y --
   249 AD.1         755       650.00   0.861     565.00   0.748   Pollichronakis, Lin  03/30/96   03/31/96   03/30/97    300.00 Y --
   267 AD.1         755       650.00   0.861     650.00   0.861   Gwartney, Alex       08/23/96   08/23/96   02/22/97    300.00 Y --
   269 AD.1         755       650.00   0.861     630.00   0.834   Favela, Jorge & Nel  06/15/96   06/15/96   06/14/97    300.00 Y --
   287 AD.1         755       650.00   0.861     630.00   0.834   Lewis, James  (L)    08/29/87   08/29/87   02/29/88    375.00 Y --
   289 AD.1         755       650.00   0.861     575.00   0.762   Cribb, Sherwin       04/01/94   04/01/94   09/30/94    300.00 Y---
   307 AD.1         755       650.00   0.861     615.00   0.815   Elam, Kevin R.  (L)  06/15/95   09/01/96   03/31/97    300.00 Y --
   309 AD.1         755       650.00   0.861       0.00   0.000   VACANT                                     05/11/96      0.00 A VA
   327 AD.1         755       650.00   0.861     650.00   0.861   Pena, Gerardo & Mar  03/24/96   03/25/96   06/24/96    300.00 Y --
   329 AD.1         755       650.00   0.861     650.00   0.861   Carr, Brian          08/31/96   08/31/96   02/27/97    340.00 Y --
   347 AD.1         755       650.00   0.861     555.00   0.735   Flores, David  (L)   09/16/92   12/01/95   09/30/96    400.00 Y --
   349 AD.1         755       650.00   0.861     565.00   0.748   Mancilla, Monica     03/31/96   03/31/96   03/30/97    300.00 Y --
   367 AD.1         755       650.00   0.861     590.00   0.781   Frias, Edy           08/19/94   08/19/94   02/18/95    300.00 Y --
   369 AD.1         755       650.00   0.861     650.00   0.861   BOWER , Brenda & Bl  08/24/96   08/24/96   02/23/97    300.00 Y --
   387 AD.1         755       650.00   0.861     650.00   0.861   Mora, Jose & Norma   08/30/96   08/30/96   06/29/97    300.00 Y --
   389 AD.1         755       650.00   0.861       0.00   0.000   VACANT                                     09/15/96      0.00 Y VA
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

   AD.1:     40   30200     26000.00   0.861   22495.00   0.805      27935 SF Occupied
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

     2 CE.2        1008       795.00   0.789     795.00   0.789   Mikhaylov, Nataliya  09/25/96   09/25/96   04/24/97    400.00 Y --
    16 CE.2        1008       795.00   0.789     795.00   0.789   Silva, Daniel  (     09/30/95   10/01/95   12/31/95    140.00 Y --
    20 CE.2        1008       795.00   0.789     795.00   0.789   Lefler, Michelle     09/09/96   09/09/96   06/08/97    400.00 Y --
    34 CE.2        1008       795.00   0.789     795.00   0.789   Miller, Richard      07/13/96   07/13/96   01/12/97    440.00 Y --
    40 CE.2        1008       795.00   0.789     795.00   0.789   Lekaren Williams     04/12/96   04/12/96   04/11/97    400.00 Y --
    54 CE.2        1008       795.00   0.789     705.00   0.699   Knight, Diana  (L)   03/01/90   07/01/96   04/30/97    400.00 Y --
    60 CE.2        1008       795.00   0.789     795.00   0.789   Zamora, Tony         08/31/96   08/31/96   02/27/97    400.00 Y --
    74 CE.2        1008       795.00   0.789     775.00   0.769   Conrad, Lothar & Co  11/08/90   08/01/96   07/31/97    400.00 Y --
    80 CE.2        1008       795.00   0.789     775.00   0.769   Marable, Steve  (L   05/26/95   05/26/95   02/25/96    440.00 Y --
    94 CE.2        1008       795.00   0.789     795.00   0.789   Smith, Linda  (L)    01/27/96   01/27/96   01/26/97    440.00 Y --
   100 CE.2        1008       795.00   0.789     760.00   0.754   Garcia, Peter        05/08/95   06/01/96   06/01/97    400.00 Y --
   114 CE.2        1008       795.00   0.789     795.00   0.789   Turner, Melissa      02/12/96   02/12/96   11/11/96    440.00 Y --
   120 CE.2        1008       795.00   0.789     775.00   0.769   Anderson, Stan  (L)  10/01/87   08/01/96   03/31/97    400.00 Y --
   134 CE.2        1008       795.00   0.789     760.00   0.754   Penrod, Stephen      05/08/89   06/01/96   05/31/97    300.00 Y --
   140 CE.2        1008       795.00   0.789     665.00   0.660   Rogers, Terry  (EMP) 09/30/94   09/30/94   12/31/99    300.00 Y --
   154 CE.2        1008       795.00   0.789     755.00   0.749   Anaya,Lupe      (L)  06/14/95   08/01/96   05/31/97    400.00 Y --
   160 CE.2        1008       795.00   0.789     775.00   0.769   Morfa, Luis          06/18/96   06/18/96   06/17/97    400.00 Y --
   174 CE.2        1008       795.00   0.789     795.00   0.789   Gee, Harold J.       08/09/96   08/09/96   05/08/97    900.00 Y --
   180 CE.2        1008       795.00   0.789     705.00   0.699   Washington, Landry   01/04/92   06/01/96   02/28/97    400.00 Y --
   194 CE.2        1008       795.00   0.789     795.00   0.789   Darnell, Chris       08/15/96   08/15/96   05/14/97    400.00 Y --
   200 CE.2        1008       795.00   0.789     795.00   0.789   Ramirez, Esteban     03/16/96   03/16/96   03/15/97    400.00 Y --
</TABLE>
<PAGE>

09/28/96                      LINCOLN RESIDENTIAL MGMT. SERVICES          Page 5
9:02 am                                 Circles I & II                  ID 3.6.1
                                          All Units

<TABLE>
<CAPTION>
==== Unit Profile =====       === Scheduled vs Actual Rent ====   ===================  ==Moved=   Current Lease       Security= YNAD
 I.D.    Type     SqFt        Amount   /SqFt     Amount   /SqFt   Current Lease           In      Begin      End      Deposit   Stat
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
<S>                <C>        <C>      <C>       <C>      <C>     <C>                  <C>        <C>        <C>         <C>    <C> 
   214 CE.2        1008       795.00   0.789     760.00   0.754   Shaw, Ilonka         06/01/95   06/01/96   05/31/97    400.00 Y --
   220 CE.2        1008       795.00   0.789     795.00   0.789   Leyva, Arturo        01/27/96   01/27/96   01/26/97    400.00 Y --
   234 CE.2        1008       795.00   0.789     775.00   0.769   De Leon, Claudia     06/10/96   06/10/96   06/09/97    400.00 Y --
   240 CE.2        1008       795.00   0.789     795.00   0.789   Perez, Jose & Maria  08/07/96   08/07/96   02/06/97    400.00 Y --
   254 CE.2        1008       795.00   0.789     795.00   0.789   Hillard, Karen A     09/01/96   09/01/96   07/31/97    400.00 Y --
   260 CE.2        1008       795.00   0.789     795.00   0.789   Menebroker, Wayne    08/14/95   08/14/95   05/13/96    400.00 Y --
   274 CE.2        1008       795.00   0.789     760.00   0.754   Richardson, Kenneth  02/18/95   06/01/96   05/31/97    400.00 Y --
   280 CE.2        1008       795.00   0.789     775.00   0.769   Johnson, Evelyn And  07/27/96   07/27/96   07/26/97   1043.33 Y --
   294 CE.2        1008       795.00   0.789     755.00   0.749   Garcia, Hector  (L)  05/30/95   06/05/95   04/04/96    440.00 Y --
   300 CE.2        1008       795.00   0.789     755.00   0.749   Horsley, Cecil  (L)  07/08/85   08/01/96   04/30/97    400.00 Y --
   314 CE.2        1008       795.00   0.789     820.00   0.813   Munoz, Julio and Ma  04/15/96   04/15/96   07/14/96    400.00 Y --
   320 CE.2        1008       795.00   0.789     795.00   0.789   Pardo, Mary Lou      01/26/96   01/26/96   06/25/96    400.00 Y --
   334 CE.2        1008       795.00   0.789     775.00   0.769   Obemesser, Peter     05/26/96   05/26/96   05/25/97    400.00 Y --
   340 CE.2        1008       795.00   0.789     775.00   0.769   Wendt, Shannon       07/14/96   07/14/96   07/13/97    400.00 Y --
   354 CE.2        1008       795.00   0.789     795.00   0.789   Johnson, Jerutha     07/01/96   07/01/96   06/30/97    400.00 Y --
   360 CE.2        1008       795.00   0.789       0.00   0.000   VACAWT/PRELEASED                           09/16/96      0.00 Y VL
   374 CE.2        1008       795.00   0.789     775.00   0.769   Miller, Lourdes      05/17/96   05/17/96   05/16/97    400.00 Y --
   380 CE.2        1008       795.00   0.789     695.00   0.689   Palmer, Paul         06/01/96   06/01/96   05/31/97    400.00 Y --
   394 CE.2        1008       795.00   0.789     795.00   0.789   Hernandez, Marc      02/15/96   02/15/96   11/14/96    400.00 Y --

====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

   CE.2:     40   40320     31800.00   0.789   30180.00   0.768      39312 SF Occupied

====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

     4 CF.2         983       760.00   0.773     740.00   0.753   Escobar, Xochitl &   03/06/96   07/01/96   03/31/97    440.00 Y --
    14 CF.2         983       760.00   0.773     760.00   0.773   Schifler*, Doreen    08/26/95   08/26/95   05/25/96    400.00 Y --
    22 CF.2         983       760.00   0.773     760.00   0.773   Garcia, Lupe Garcia  09/21/96   09/21/96   04/20/97    400.00 Y --
    32 CF.2         983       760.00   0.773     760.00   0.773   Salgado, Patrick     08/10/96   08/10/96   08/09/97    900.00 Y --
    42 CF.2         983       760.00   0.773     740.00   0.753   Melendez, Robin      07/18/96   07/18/96   07/17/97    400.00 Y --
    52 CF.2         983       760.00   0.773     760.00   0.773   Moreno, John & Rita  07/03/96   07/03/96   07/02/97    940.00 Y --
    62 CF.2         983       760.00   0.773     725.00   0.738   Maurisio, Jose Juan  04/29/96   04/28/96   04/27/97    400.00 Y --
    72 CF.2         983       760.00   0.773     745.00   0.758   Aceves, Jose & Lili  06/01/93   06/01/93   05/29/94    400.00 Y --
    82 CF.2         983       760.00   0.773     705.00   0.717   St.George, Ami       06/11/96   06/11/96   06/10/97    400.00 Y --
    92 CF.2         983       760.00   0.773     760.00   0.773   Loven, Andre & Rosa  09/25/96   09/25/96   03/24/97    400.00 Y --
   102 CF.2         983       760.00   0.773     725.00   0.738   Orozco,** Luis       04/20/95   04/20/95   01/19/96    400.00 Y --
   112 CF.2         983       760.00   0.773     725.00   0.738   Haran, Kyle & Haran  01/15/96   01/15/96   08/14/96    440.00 Y --
   122 CF.2         983       760.00   0.773     725.00   0.738   Markovic, Aleksande  02/10/95   02/10/95   08/09/95    440.00 Y --
   132 CF.2         983       760.00   0.773     725.00   0.738   Smith, Ray  (L)      05/15/95   05/15/95   02/14/96    400.00 Y --
   142 CF.2         983       760.00   0.773     760.00   0.773   Arana, Marco  (L)    10/23/95   10/23/95   04/22/96    400.00 Y --
   152 CF.2         983       760.00   0.773     740.00   0.753   Stratton, Amelia  (  08/02/95   09/01/96   05/31/97    100.00 Y --
   162 CF.2         983       760.00   0.773     740.00   0.753   Pedrick, Sandra      07/16/96   07/16/96   07/15/97    400.00 Y --
   172 CF.2         983       760.00   0.773     760.00   0.773   Lewis, Randy & Pyon  09/01/96   09/01/96   03/31/97    500.00 Y OL
   182 CF.2         983       760.00   0.773     760.00   0.773   Torres, Manuela A    08/30/96   08/30/96   05/29/97    400.00 Y --
   192 CF.2         983       760.00   0.773     730.00   0.743   Rivas, Sharon  (L)   08/29/94   08/01/96   04/30/97    400.00 Y --
   202 CF.2         983       760.00   0.773     760.00   0.773   Grisby, Doreen       07/16/95   07/16/95   04/15/96    400.00 Y --
   212 CF.2         983       760.00   0.773     760.00   0.773   Rehn, Ronnie         09/23/96   09/23/96   09/22/97    400.00 Y --
   222 CF.2         983       760.00   0.773     725.00   0.738   Burnett, Melissa     03/08/96   03/09/96   03/08/97    400.00 Y --
   232 CF.2         983       760.00   0.773     740.00   0.753   Mefford, Gregory     07/31/96   08/01/96   07/31/97    440.00 Y --
   242 CF.2         983       760.00   0.773     760.00   0.773   Lepe, Armida         09/30/95   10/01/95   06/30/96    400.00 Y OL
   252 CF.2         983       760.00   0.773     705.00   0.717   Hurlbert, Ben        05/23/96   05/23/96   05/22/97    940.00 Y --
</TABLE>
<PAGE>

09/28/96                      LINCOLN RESIDENTIAL MGMT. SERVICES          Page 6
9:03 am                                 Circles I & II                  ID 3.6.1
                                          All Units

<TABLE>
<CAPTION>
==== Unit Profile =====       === Scheduled vs Actual Rent ====   ===================  ==Moved=   Current Lease       Security= YNAD
 I.D.    Type     SqFt        Amount   /SqFt     Amount   /SqFt   Current Lease           In      Begin      End      Deposit   Stat
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
<S>                 <C>       <C>      <C>       <C>      <C>     <C>                  <C>        <C>        <C>         <C>    <C> 
   262 CF.2         983       760.00   0.773     725.00   0.738   Mora, Saul CL)       01/31/96   09/01/96   03/31/97    400.00 Y --
   272 CF.2         983       760.00   0.773     725.00   0.738   Camacho, Josephina   03/31/96   03/31/96   09/30/96    440.00 Y --
   282 CF.2         983       760.00   0.773     760.00   0.773   Ocegura, Michael     08/10/96   08/10/96   02/09/97    400.00 Y --
   292 CF.2         983       760.00   0.773     725.00   0.738   Torres, Andrew/Wong  12/28/94   12/28/94   06/27/95    440.00 Y --
   302 CF.2         983       760.00   0.773     725.00   0.738   Aunchamn, Sherrie    03/16/96   03/16/96   03/15/97    940.00 Y --
   312 CF.2         983       760.00   0.773     670.00   0.682   Solis, Eduardo       03/12/93   02/01/96   10/31/96    400.00 Y --
   322 CF.2         983       760.00   0.773     760.00   0.773   Lopez, Sandra        09/02/95   09/02/95   06/01/96    300.00 Y --
   332 CF.2         983       760.00   0.773     725.00   0.738   Feldman, Marlena  (L 08/10/94   08/10/94   02/09/95    400.00 Y --
   342 CF.2         983       760.00   0.773     690.00   0.702   Bolanos,Guillermo  ( 05/14/95   05/14/95   02/13/96      0.00 Y --
   352 CF.2         983       760.00   0.773     670.00   0.682   Bernadino, Rogue  (L 03/25/93   12/01/95   08/31/96    440.00 Y --
   362 CF.2         983       760.00   0.773     760.00   0.773   Electric, Grass Val  09/23/96   09/23/96   03/22/97    480.00 Y---
   372 CF.2         983       760.00   0.773     750.00   0.763   Marsh, Richard       06/20/95   06/20/95   03/19/96    400.00 Y OL
   382 CF.2         983       760.00   0.773     750.00   0.763   Zazueta, Manuel/Mar  04/17/96   04/17/96   07/16/96    440.00 Y --
   392 CF.2         983       760.00   0.773     680.00   0.692   Stocker, Herbert  (L 08/01/90   08/01/96   05/31/97    400.00 Y --
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

   CF.2:     40   39320     30400.00   0.773   29410.00   0.748      39320 SF Occupied
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

     6 CG.2         915       730.00   0.798     710.00   0.776   Hernandez, Ramiro    07/09/96   07/09/96   07/08/97    400.00 Y --
    12 CG.2         915       730.00   0.798       0.00   0.000   VACANT/PRELEASED                           09/16/96      0.00 N VL
    24 CG.2         915       730.00   0.798     690.00   0.754   Pendragon, Derek A.  05/12/96   05/12/96   05/11/97    100.00 Y --
    30 CG.2         915       730.00   0.798     690.00   0.754   Doreika, Paul and L  07/01/96   07/01/96   06/30/97    440.00 Y --
    44 CG.2         915       730.00   0.798     720.00   0.787   Palacios, Erlinda &  03/21/96   03/21/96   06/20/96    440.00 Y --
    50 CG.2         915       730.00   0.798     730.00   0.798   Solis, Angela  (L)   07/13/96   08/01/96   07/31/97    400.00 Y --
    64 CG.2         915       730.00   0.798     630.00   0.689   Ruiz, Nellie  (L)    06/14/95   06/01/96   02/28/97    400.00 Y --
    70 CC.2         915       730.00   0.798     735.00   0.803   Villarreal, Margari  04/16/96   04/16/96   07/15/96    400.00 Y --
    84 CG.2         915       730.00   0.798     715.00   0.781   Shabazz, Davida      08/15/92   07/01/96   06/30/97    400.00 Y --
    90 CG.2         915       730.00   0.798     710.00   0.776   Tukay, Alexis  (L)   09/02/95   09/02/95   06/01/96    200.00 Y --
   104 CG.2         915       730.00   0.798     710.00   0.776   Adorno, Irene        01/30/96   01/31/96   10/30/96    400.00 Y --
   110 CG.2         915       730.00   0.798     710.00   0.776   Atkins, Shirley T.   01/09/93   08/01/96   03/30/97    400.00 Y --
   124 CG.2         915       730.00   0.798       0.00   0.000   VACANT                                     08/02/96      0.00 D VA
   130 CG.2         915       730.00   0.798     730.00   0.798   Craft, David  (L)    04/01/85   04/01/85   09/30/85    700.00 Y --
   144 CG.2         915       730.00   0.798     695.00   0.760   SMITH, Christine     05/19/95   06/01/96   01/31/97    400.00 Y --
   150 CG.2         915       730.00   0.798     675.00   0.738   Pettis, Michael      05/15/95   05/15/95   02/14/00    400.00 Y --
   164 CG.2         915       730.00   0.798     710.00   0.776   Lewis, Micheal       12/10/94   12/10/94   06/09/95    400.00 Y --
   170 CG.2         915       730.00   0.798     730.00   0.798   Head, Scott          07/14/96   07/14/96   01/13/97    400.00 Y --
   184 CG.2         915       730.00   0.798     730.00   0.798   Gill, Gurbrinder S   03/01/94   03/01/94   09/30/94    400.00 Y --
   190 CG.2         915       730.00   0.798     690.00   0.754   Garcia, Xavier  (L)  08/04/92   06/01/96   03/30/97    400.00 Y --
   204 CG.2         915       730.00   0.798     710.00   0.776   Ehmka, Greg  (L)     01/22/96   01/22/96   07/21/96    440.00 Y OL
   210 CG.2         915       730.00   0.798     690.00   0.754   Rosadovelasquez, Ef  07/30/93   02/01/96   10/31/96    400.00 Y --
   224 CG.2         915       730.00   0.798     730.00   0.798   Hernandez, Francise  08/07/96   08/07/96   05/06/97    400.00 Y --
   230 CG.2         915       730.00   0.798     710.00   0.776   Garza, Lee           03/14/96   03/15/96   03/14/97    400.00 Y --
   244 CG.2         915       730.00   0.798     710.00   0.776   Cotta, Todd          03/21/96   03/21/96   03/20/97    440.00 Y --
   250 CG.2         915       730.00   0.798     710.00   0.776   Cholimakjian, Charl  07/21/93   07/21/93   07/20/94    400.00 Y --
   264 CG.2         915       730.00   0.798     695.00   0.760   Villalobos, Raul     02/02/95   07/01/96   06/01/97    400.00 Y --
   270 CG.2         915       730.00   0.798     710.00   0.776   Fulgham, Jamal & Ta  03/22/96   03/23/96   03/22/97    400.00 Y --
   284 CG.2         915       730.00   0.798     690.00   0.754   Koflanovich, Diana   06/09/96   06/09/96   03/08/97    440.00 Y --
   290 CG.2         915       730.00   0.798     665.00   0.727   Santistevan, Leroy   02/01/91   06/01/96   01/31/97    440.00 Y --
   304 CG.2         915       730.00   0.798     710.00   0.776   Sankey, Johanna  (Jo 10/01/88   10/01/88   09/30/89    400.00 Y --
</TABLE>
<PAGE>

09/28/96                      LINCOLN RESIDENTIAL MGMT. SERVICES          Page 7
9:03 am                                 Circles I & II                  ID 3.6.1
                                          All Units

<TABLE>
<CAPTION>
==== Unit Profile =====       === Scheduled vs Actual Rent ====   ===================  ==Moved=   Current Lease       Security= YNAD
 I.D.    Type     SqFt        Amount   /SqFt     Amount   /SqFt   Current Lease           In      Begin      End      Deposit   Stat
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
<S>                 <C>       <C>      <C>       <C>      <C>     <C>                  <C>        <C>        <C>         <C>    <C> 
   310 CG.2         915       730.00   0.798     710.00   0.776   Maiman, Bruce        03/20/96   03/20/96   03/19/97    400.00 Y---
   324 CG.2         915       730.00   0.798     690.00   0.754   Neal, Eva  (L)       04/01/88   04/01/88   09/30/88    400.00 Y --
   330 CG.2         915       730.00   0.798     710.00   0.776   Casilles, Victor &   09/23/95   09/23/95   06/22/96    440.00 Y --
   344 CG.2         915       730.00   0.798     710.00   0.776   Cisneros, Anthony    06/24/95   07/01/96   04/30/97    445.00 Y --
   350 CG.2         915       730.00   0.798     685.00   0.749   Hennington, Glen     06/06/87   06/06/87   06/05/88    375.00 Y --
   364 CG.2         915       730.00   0.798     710.00   0.776   Airhart, Rena  (L    09/20/91   08/01/96   07/31/97    400.00 Y --
   370 CG.2         915       730.00   0.798     715.00   0.781   Wilson, Joann        07/01/94   07/01/96   06/30/97    400.00 Y --
   384 CG.2         915       730.00   0.798     710.00   0.776   Saban, Zeljko  (L)   01/28/93   07/01/96   06/30/97    400.00 Y --
   390 CG.2         915       730.00   0.798     730.00   0.798   Graffagnino, Anthon  09/01/96   09/01/96   03/31/97    440.00 Y --
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

   CC.2:     40   36600     29200.00   0.798   26810.00   0.771      34770 SF Occupied
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

     8 CH.2         983       760.00   0.773     730.00   0.743   Gomez*, Arturo       06/30/95   07/01/96   06/30/97    400.00 Y --
    10 CH.2         983       760.00   0.773     705.00   0.717   Bennett, Tim         05/18/96   05/18/96   05/17/97    400.00 Y --
    26 CH.2         983       760.00   0.773     705.00   0.717   Van Treek, Tammy     02/18/95   06/01/96   05/31/97    440.00 Y --
    28 CH.2         983       760.00   0.773     705.00   0.717   Luna, Abel Jr.       05/18/96   05/22/96   05/21/97    440.00 Y --
    46 CH.2         983       760.00   0.773     760.00   0.773   Le, Jessica Thu      09/07/96   09/07/96   03/06/97    440.00 Y --
    48 CH.2         983       760.00   0.773     705.00   0.717   Logsdon, Michael     05/08/96   05/08/96   05/07/97    900.00 Y --
    66 CH.2         983       760.00   0.773     705.00   0.717   Gianelli, Chris      05/18/96   05/18/96   05/17/97    400.00 Y --
    68 CH.2         983       760.00   0.773     705.00   0.717   Engelbrite, Shawn  ( 06/16/95   06/01/96   02/28/97    440.00 Y --
    86 CH.2         983       760.00   0.773     760.00   0.773   Young, George & Ree  09/07/96   09/07/96   09/06/97    400.00 Y --
    88 CH.2         983       760.00   0.773     725.00   0.738   Samuel, Catherine    03/30/94   09/01/96   05/31/97    400.00 Y --
   106 CH.2         983       760.00   0.773     740.00   0.753   Dunn, Brenda         06/13/96   06/13/96   06/12/97    400.00 Y --
   108 CH.2         983       760.00   0.773     725.00   0.738   Young, Michelle      04/18/96   04/18/96   04/17/97    440.00 Y --
   126 CH.2         983       760.00   0.773     725.00   0.738   Kurtzman, Ed         01/30/96   09/01/96   03/31/97    440.00 Y --
   128 CH.2         983       760.00   0.773       0.00   0.000   VACANT                                     04/23/96      0.00 A VA
   146 CH.2         983       760.00   0.773     760.00   0.773   Johnson JOANN  (L)   12/12/91   12/12/91   12/12/92    400.00 Y --
   148 CH.2         983       760.00   0.773     725.00   0.736   Nunez, Dina  (L)     01/25/96   01/25/96   08/24/96    400.00 Y --
   166 CH.2         983       760.00   0.773     760.00   0.773   Singh, Reeta         09/21/96   09/21/96   04/20/97    400.00 Y --
   168 CH.2         983       760.00   0.773     725.00   0.736   Northern Sun Associ  06/11/96   06/11/96   06/10/97    500.00 Y --
   186 CH.2         983       760.00   0.773     700.00   0.713   Sanders, Lewis       07/01/88   06/01/96   02/28/97    400.00 Y --
   188 CH.2         983       760.00   0.773     760.00   0.773   Aranda, Trisha       08/10/96   08/10/96   05/09/97    400.00 Y --
   206 CH.2         983       760.00   0.773     725.00   0.738   Rodriguez, Miguel    02/15/96   04/24/96   08/23/96    400.00 Y --
   208 CH.2         983       760.00   0.773     690.00   0.702   MENCHACA, EDUVINA    05/20/92   05/20/92   06/20/92    400.00 Y --
   226 CH.2         983       760.00   0.773     760.00   0.773   Mason, Deyara (L)    11/22/95   11/22/95   08/21/96    400.00 Y --
   228 CH.2         983       760.00   0.773     750.00   0.763   Beltran, Rene        04/12/96   04/12/96   07/11/96    440.00 Y --
   246 CH.2         983       760.00   0.773     630.00   0.641   Reyes, Guillermo  (L 05/31/95   06/01/96   05/31/97    400.00 Y --
   248 CH.2         983       760.00   0.773     710.00   0.722   Mendoza, Olga        06/10/95   07/01/96   06/30/97    400.00 Y --
   266 CH.2         983       760.00   0.773     730.00   0.743   Jimenez, Maria Luis  06/18/95   07/01/96   06/30/97    400.00 Y --
   268 CH.2         983       760.00   0.773     690.00   0.702   Castro, Rosa sect.   07/14/94   07/14/94   08/13/95    400.00 Y --
   286 CH.2         983       760.00   0.773     705.00   0.717   Elliot, Charles      06/24/96   06/24/96   06/23/97    440.00 Y --
   288 CH.2         983       760.00   0.773     750.00   0.763   Fierro, Jesus        04/13/96   04/15/96   07/14/96    400.00 Y --
   306 CH.2         983       760.00   0.773     725.00   0.738   Aguirre, Lluvia      08/08/94   08/08/94   02/07/95    400.00 Y --
   308 CH.2         983       760.00   0.773     760.00   0.773   Garcia, Rosa         08/22/96   08/22/96   02/21/97    400.00 Y --
   326 CH.2         983       760.00   0.773     725.00   0.738   Ellis, Julia, Walte  07/01/93   01/01/96   08/31/96    400.00 Y --
   328 CH.2         983       760.00   0.773     595.00   0.605   Mahannah, Paul  (    06/16/95   06/16/95   03/15/96    400.00 Y --
   346 CH.2         983       760.00   0.773     705.00   0.717   Malloy, Ray          04/07/95   06/01/96   05/31/97    440.00 Y --
   348 CH.2         983       760.00   0.773     740.00   0.753   Dal-Tiboni, Vivian   09/28/95   08/01/96   06/03/99    400.00 Y --
</TABLE>
<PAGE>

09/28/96                      LINCOLN RESIDENTIAL MGMT. SERVICES          Page 8
9:03 am                                 Circles I & II                  ID 3.6.1
                                          All Units

<TABLE>
<CAPTION>
==== Unit Profile =====       === Scheduled vs Actual Rent ====   ===================  ==Moved=   Current Lease       Security= YNAD
 I.D.    Type     SqFt        Amount   /SqFt     Amount   /SqFt   Current Lease           In      Begin      End      Deposit   Stat
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
<S>                 <C>       <C>      <C>       <C>      <C>     <C>                  <C>        <C>        <C>         <C>    <C> 
  366 CH.2          983       760.00   0.773     710.00   0.722   Olea, Ralph          07/01/91   07/01/96   06/30/97    440.00 Y --
  368 CH.2          983       760.00   0.773     740.00   0.753   Durigon, Joseph P.   06/25/96   06/25/96   06/24/97    440.00 Y --
  386 CH.2          983       760.00   0.773     740.00   0.753   Bailey, Natalie      08/01/96   08/01/96   07/31/97    400.00 Y --
  388 CH.2          983       760.00   0.773     740.00   0.753   Proximo, Kumogi      07/10/87   08/01/96   04/30/97    400.00 Y --
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

 CH.2:       40   39320     30400.00   0.773   28145.00   0.734      38337 SF Occupied
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

   H2 Dl           1300      1095.00   0.842    1095.00   0.842   Mims, Rhonda         08/01/96   08/01/96   07/31/97   1200.00 Y --
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

  Dl:         1    1300      1095.00   0.842    1095.00   0.842      1300 SF Occupied
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

 TOTAL:     320  276185    226445.00   0.820  209404.00   0.775      270099 SF Occupied

====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
</TABLE>
<PAGE>

09/28/96                LINCOLN RESIDENTIAL MGMT. SERVICES              Page 1
8:50 am                          Circles I & II                         ID F:106
                         Available Units As Of 09/27/96

                           Make-ready categories are:
             TRASH, DAMAG, HVAC, ELECT, APPLI, PAINT, FLOOR, CLEAN.

<TABLE>
<CAPTION>
=============================================================================================================================
Type       Unit  Mk. Ready   Vac. Unit rent  Unit Notes    Applicant      Applied   Due in     Make Ready Assessment     Code
=========  ====  ==========  ==== =========  ============  =============  ========= =========  ========================  ====
<S>          <C>              <C>    <C>     <C>           <C>            <C>       <C>        <C>                             

VACANT UNITS,  MAKE-READY COMPLETED:
====================================

AD.1         107 YYYYYYYYY    16     650.00  GRY/05/95     _____________  ________  _______    ____________________

AD.1         389 YYYYYYYYY    12     650.00  BEIGE 96      _____________  ________  ________   ____________________

CE.2         360 YYYYYYYYY    11     795.00  BEIGE 96      Lewis, Randy   08/19/96  10/10/96   ____________________


VACANT UNITS, MAKE-READY NOT COMPLETED:
=======================================

CE.2          12 YYYYYYYNN    11     730.00  BEIGE 96      Estrada, Sand  08/14/96  10/01/96   ____________________


VACANT UNITS. OFF-LINE ADMINISTRATIVE OR OFF-LINE DOWN (OUT OF SERVICE):
========================================================================

AD.1         309 YYYYYYYYA   139     650.00  GRY/95        _____________  _________  ________  W/D ST.MODEL

CG.2         124 NNNNNNNND    56     730.00  GRY 09/95     _____________  _________  ________  deck repair/trf frm 10B
 
CH.2         128 YYYYYYYYA   157     760.00  BEN 06/95     _____________  _________  ________  washer/dryer stack

<CAPTION>

=============================================================================================================================
Type       Unit  Due Out     Vac. Unit rent  Unit Notes    Applicant      Applied   Due in     Make Ready Assessment     Code
=========  ====  ==========  ==== =========  ============  =============  ========= =========  ========================  ====

OCCUPIED UNITS, CURRENT Resident ON NOTICE TO VACATE:
=====================================================
<S>          <C>              <C>    <C>     <C>           <C>            <C>       <C>        <C>                             
AA.1         115 10/24/96    -27     690.00  TAN/94        _____________  _________  ________  EVICTION PENDING
AA.1         315 10/04/96     -7     690.00  TAN 1994      _____________  _________  ________  2280 Perez
AA.1         335 10/15/96    -18     690.00  TAN 1994      _____________  _________  ________  2281 Perez W/D S/S

AB.1         103 10/24/96    -27     650.00  LTBRN/95      _____________  _________  ________  EVICTION PENDING
AB.1         133 10/04/96     -7     650.00

AD.1          69 10/01/96     -4     650.00  ____________  _____________  _________  ________  ____________________

CF.2         172 10/10/96    -13     760.00  BRN 93        Disano, Darry  09/24/96  10/30/96   ____________________
CF.2         242 10/18/96    -21     760.00  GRY           Deon, Leslie   09/17/96  11/01/96   ____________________
CF.2         372 09/30/96     -3     760.00  BRN/06/95     Oneal, Denny   09/09/96  10/10/96   ____________________

CG.2          70 10/20/96    -23     730.00  BRN/93/       _____________  _________  ________  w/d stack 2296 Main
CG.2         130 10/15/96    -18     730.00  ____________  _____________  _________  ________  ____________________
CG.2         164 09/30/96     -3     730.00  ____________  _____________  _________  ________  ____________________
CG.2         204 10/04/96     -7     730.00  GRY/05/95     Siah, Victor   09/23/96   10/15/96  2270 Perez w/d stack

=============================================================================================================================
</TABLE>
<PAGE>

09/28/96                LINCOLN RESIDENTIAL MGMT. SERVICES              Page 1
8:54 am                          Circles I & II                         ID F:106
                         Available Units As Of 09/27/96

                           Make-ready categories are:
             TRASH, DAMAG, HVAC, ELECT, APPLI, PAINT, FLOOR, CLEAN.

<TABLE>
<CAPTION>
=============================================================================================================================
Type       Unit  Mk. Ready   Vac. Unit rent  Unit Notes    Applicant      Applied   Due in     Make Ready Assessment     Code
=========  ====  ==========  ==== =========  ============  =============  ========= =========  ========================  ====
<S>          <C>              <C>    <C>     <C>           <C>            <C>       <C>        <C>                             

VACANT UNITS, MAKE-READY COMPLETED:
===================================

DT           18D YYYYYYYYY    17     925.00  BRN/10/08/95  _____________  _________  ________  ____________________


VACANT UNITS, MAKE-READY NOT COMPLETED:
=========================================

AZ.1         42A NNNNNNNNNN    7     615.00  LAWSON, JR.,         08/22/96 10/01/96 _________  _____________

DT           20I NNNNNNNNNN    1     925.00               _____________  _________  ________  ____________________
DT           28H NNNNNNNNNN    8     925.00  BRN 9/95     _____________  _________  ________  ____________________

<CAPTION>

=============================================================================================================================
Type       Unit  Due Out     Vac. Unit rent  Unit Notes    Applicant      Applied   Due in     Make Ready Assessment     Code
=========  ====  ==========  ==== =========  ============  =============  ========= =========  ========================  ====
<S>          <C>              <C>    <C>     <C>           <C>            <C>       <C>        <C>                             

OCCUPIED UNITS, CURRENT Resident ON NOTICE TO VACATE:
=====================================================

AZ.1         32C 09/27/96      0     615.00  TAN/95        Burnes, Dwayn  09/21/96  10/13/96   HOLD BMR
AZ.1         42B 10/24/96    -27     615.00  ____________  _____________  _________  ________  eviction pending
AZ.1         44A 10/03/96     -6     615.00  ____________  _____________  _________  ________  HOLD BMR

AZ.2         46C 10/24/96    -27     625.00  GRAY 95       _____________  _________  ________  eviction pending

DT           10B 09/30/96     -3     925.00  BRN 05/95     _____________  _________  ________  ____________________
DT           22F 10/24/96    -27     925.00  TAN/95        _____________  _________  ________  eviction pending

=============================================================================================================================
</TABLE>
<PAGE>

                                   PRICE LIST

                                 CIRCLES I & II

           1 Bedroom Cadiz....(715 sq ft)............$615.00-$625.00
            1 Bedroom Durango/Brasi1ia....(755 sq ft)........$650.00
                1 Bedroom Altamira....(777 sq ft)........$690.00

               2 Bedroom, Guayaquil....(915 sq ft)........$730.00
          2 Bedroom Fortiliza/Hermosillo....(983 sq ft)........$760.00
                2 Bedroom Espirito....(1008 sq ft)........$795.00

                 Deposits........1 bdrm $300.00 & 2 bdrm $400.00

                             CIRCLES III NORTH PLAZA

        1 Bedroom Cozumel w/Garage....(660 sq ft)........$615.00-$625.00
          3 Bedroom La Terraza w/Garage....(1310 sq ft)........$925.00

                 Deposits........1 bdrm $300.00 & 3 bdrm $500.00

                                   Amenities:
     Fireplaces, Washer/Dryer Hook-ups, Gas Appliances, Dishwasher, Garbage
       Disposal, Covered Parking, Privacy Gates, Courtesy Patrol, Laundry
    Facilities, two Swimming Pools, Jacuzzi, Tennis Courts, water, garbage,
       and basic cable. Pets accepted with an additional $500.00 Deposit.

                                   To Qualify:
    * Applicants must have been employed for at least 6 months with current
                                   employer.
      * Applicants must have positive credit and previous rental history.
        * Applicants income must be three times the monthly rental rate.
                * Application fee $25.00 and Holding fee $100.00.
<PAGE>

                                   CIRCLES APT
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                      MONTH           MONTH         CURRENT          PRIOR            DOLLAR
    DESCRIPTION                       ACTUAL        PRIOR YEAR    YEAR TO DATE    YEAR TO DATE       VARIANCE
    -----------                     ----------      ----------    ------------    ------------      ----------
<S>                                 <C>             <C>           <C>             <C>               <C>       
    GROSS POTENTIAL INCOME                                                          564,883.08     (564,883.08)
    RENTAL. INCOME VARIANCE                                                        (138,997.90)     138,997.90
                                    ----------      ----------    ------------    ------------      ----------
      NET CURRENT RENT              200,738.96      178,272.42    1,482,260.71    1,219,256.96      263,003.73

OTHER RENTAL INCOME
    SECURITY DEPOSITS                 9,765.00        6,122.83       64,982.93       59,687.63        5,295.10
    FORFEITED SECURITY DEPOSITS       2,336.36          742.63       15,082.25        3,973.12       11,109.13
    LAUNDRY INCOME                    1,304.40        2,069.70       10,993.65       14,455.10       (3,461.45)
    CHARGES TO TENANTS                3,392.61          925.00       15,425.10        5,009.39       10,415.71
    MISCELLANEOUS INCOME                                               (227.56)                        (227.56)
    MISCELLANEOUS                     1,411.50        1,654.97       12,689.17       15,573.21       (2,884.04)
    SOFT DRINK INCOME                                    29.76                           81.84          (81.34)
    UTILITIES                                                                            60.03          (60.03)
    DAMAGE                               22.50                          618.02          118.00          500.02
    LATE CHARGES                      1,255.00        1,275.00        8,326.00        7,997.01          328.99
    NSF FEES                             57.34          100.00          660.00          391.37          268.63
    CREDIT CHECK                        925.00          825.00        3,550.00        7,567.67       (4,017.67)
                                    ----------      ----------    ------------    ------------      ----------
      TOTAL OTHER EDIT INCOME        20,469.71       13,744.89      132,099.56      114,914.57       17,184.99

          TOTAL RENTAL INCOME       221,206.67      192,017.31    1,614,360.27    1,334,171.55      280,188.72

OTHER INCOME
    REFUDED DEPOSITS                 (7,820.00)      (4,120.00)     (53,254.34)     (28,961.44)     (24,292.90)
    INTEREST INCOME                     118.33          127.94        1,146.23          633.83          514.40
    OTHER INCOME                                                                      9,600.00       (9,600.00)
                                    ----------      ----------    ------------    ------------      ----------
          TOTAL OTHER INCOME         (7,701.67)      (3,992.06)     (52,106.11)     (18,727.61)     (33,378.50)

                TOTAL INCOME        213,507.00      188,025.25    1,562,254.16    1,315,443.94      246,810.22
                                    ==========      ==========    ============    ============      ==========

TOTAL CONTROLLABLE EXPENSES
PAYROLL EXPENSES
    BONUS                             1,435.00                        8,708.10        3,683.00        5,025.10
    CLEANING PAYROLL                    882.08        2,460.36        9,957.85       15,695.96       (5,738.11)
    REPAIRS/MAINT. PAYROLI,           7,548.79        8,158.82       65,705.32       71,148.36       (5,443.54)
    MANAGERS SALARIES                 2,646.42        2,627.78       22,200.89       12,554.90        9,645.99
    OFFICE SALARIES                   3,206.01        3,192.34       29,936.79       24,764.73        5,172.06
    GROUNDS PAYROLL                                                                     237.75         (237.75)
    DECORATING PAYROLL                  840.60        1,800.09       11,524.35       20,755.52       (9,231.17)
    STATE COMP. INS.-PAYROLL          1,068.23        1,171.39        9,666.31       11,359.84       (1,693.53)
    PAYROLL-HOSPITAL INS              1,988.09        2,342.82       17,990.00       14,970.28        3,019.72
    PICA - PAYROLL TAX                1,127.57        1,236.49       10,203.31       10,801.90         (598.59)
    FUTA - PAYROLL TAX                  118.69          130.16        1,074.03          684.98          389.05
</TABLE>
<PAGE>

                                   CIRCLES APT
                                INCOME STATEMENT
                      FOR THE 8 Mos. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                      MONTH           MONTH           CURRENT          PRIOR         DOLLAR
    DESCRIPTION                       ACTUAL        PRIOR YEAR      YEAR TO DATE    YEAR TO DATE    VARIANCE
    -----------                     ----------      ----------      ------------    ------------   ----------
<S>                                 <C>             <C>             <C>             <C>            <C>       
   SDI TAX-PAYROLL-UNEMPLOY             148.37          162.70        1,342.54        3,146.54      (1,804.00)
                                    ----------      ----------      ----------      ----------     ----------
        PAYROLL EXPENSES             21,009.85       23,282.95      188,309.49      189,804.26      (1,494.77)

ADMINISTRATIVE EXPENSES
   PROMOTIONS                           (38.87)       1,590.65        1,438.44        1,749.44        (311.00)
   ADVERTISING                        1,074.61        1,529.90        7,458.99       10,914.24      (3,455.25)
   SIGNS, FLAGS, BANNERS                                569.76          139.94        1,443.89      (1,303.95)
   BROCHURES                                                            123.19                         123.19
   OFFICE SUPPLIES                      112.24        3,029.58        1,331.32        5,528.02      (4,196.70)
   FURNITURE RENTAL                     454.63          496.57        3,673.31        1,032.99       2,640.32
   COMPUTER EXPENSES                                                                    231.18        (231.18)
   LEGAL EXPENSES                       362.00          626.75        3,988.00        2,118.42       1,869.58
   MISCELLANEOUS                         62.85        2,401.86          912.55        8,778.60      (7,866.85)
   CREDIT CHECK EXPENSE                 756.87          864.32        3,183.97        4,789.32      (1,605.35)
   RANK CHARGES                          50.12          (92.00)         364.50          107.31         257.19
   PETTY CASE REIMB                                                                     359.79         359.79)
   POSTAGE                              135.30          234.76        1,139.85          833.92         305.93
   DUES & EDUCRIPTIONS                                                  (24.15)       1,028.92      (1,053.07)
   CONTRIBUTIONS                                       (950.01)
   LINCOLN FEE                        7,292.64        6,687.19       54,125.37       29,047.27      25,078.10
   RELOCATION EXPENSE                                  (446.83)                       1,548.32      (1,548.32)
   EMPLOYEE TRAINING                     87.60                          423.40          176.57         246.83
   OUTSIDE STATIONARY MISC              271.74          785.63        1,427.09        3,655.00      (2,227.91)
                                    ----------      ----------      ----------      ----------     ----------
        ADMINISTRATIVE EXPENSE       10,621.73       17,328.13       79,705.77       73,343.70       6,362.07

CONTRACT SERVICES
   SEC SUP/EXP-FIRE PROTECT           1,405.35        2,684.08       15,310.33       11,739.06       3,571.77
   EXTERMINATING CONTRACT               195.00          195.00        2,379.50        1,040.00       1,339.90
   CABLE T.V                          1,439.85        2,692.42       21,538.87       18,846.94       2,691.93
   GARDENING CONTRACT                 5,041.69        7,014.80       45,718.06       46,234.65        (516.59)
   DECORATING CONTRACT                                                                   37.96         (37.36)
                                    ----------      ----------      ----------      ----------     ----------
         CONTRACT SERVICES            8,081.89       12,586.30       84,947.66       77,898.61       7,049.05

UTILITY SERVICES
   TELEPHONE EXPENSE                    511.29          442.23        2,315.90        2,734.20        (418.20)
   TRASH REMOVAL                      3,979.65       10,477.84       48,036.80       55,371.41      (7,334.61)
   PGE--  HOUSE                       3,060.72        1,676.83       15,042.23       27,648.92     (12,606.69)
   GAS HOUSE                          7,458.66        4,424.86       30,329.55       13,459.39      16,870.16
   PFE APARTMENT METERS               4,446.71          287.34        6,612.92        3,454.92       3,158.00
   WATER                                130.73        3,950.83       21,884.63       21,736.45         148.18
   SEWER CHARGES                            --        3,443.79       27,464.68       27,731.42        (266.74)
                                    ----------      ----------      ----------      ----------     ----------
         UTILITY SERVICES            19,587.77       24,704.22      151,686.71      152,136.71        (450.00)
</TABLE>
<PAGE>

                                   CIRCLES APT
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996
<TABLE>
<CAPTION>
                                      MONTH           MONTH           CURRENT          PRIOR         DOLLAR
    DESCRIPTION                       ACTUAL        PRIOR YEAR      YEAR TO DATE    YEAR TO DATE    VARIANCE
    -----------                     ----------      ----------      ------------    ------------   ----------
<S>                                 <C>             <C>             <C>             <C>            <C>       
MAINTENANCE EXPENSES
   CARPET REPAIRS/MAINT               1,435.00          767.00        9,721.54        2,587.50       7,134.04
   CARPET REPLACEMENT                 7,084.91      112,175.89       33,165.60      196,942.61     (163,777.01)
   GROUNDS SUPPLY/REPLACEMENT                                                         4,864.54      (4,864.54)
   EQUIPMENT RENTAL                                                     345.31          835.82        (490.51)
   POOL SUPPLY/REPLACEMENT            1,173.92        1,095.40        6,600.28        6,409.61         190.67
   DECORATING SUPPLIES                2,576.87          904.87       17,222.94       28,291.38     (11,068.44)
   CLEANING SUPPLIES/SERV.            2,337.41          760.37        8,858.32       13,410.21      (4,551.89)
   EXTERMINATING SUPPLIES                                                               130.00        (130.00)
   BLDG MAINT SUPPLIES                4,396.10        9,846.12       24,659.54       63,163.17     (38,503.63)
   PLUMBING MAINTENANCE                 316.20        1,069.14       10,735.95        9,926.99         808.96
   APPLIANCE REPLACEMENT                376.36        1,168.90       10,772.78       18,010.78      (7,238.00)
   BLDG MAINT SVC/CONTRACT                            2,174.29        4,822.02       14,820.68      (9,998.66)
   ELECTRIC MAINTENANCE                 134.90          125.32        1,603.28        1,728.08        (124.80)
   MISCELLANEOUS MAINT. EXP               9.77                           39.62          127.38         (87.76)
                                    ----------      ----------      ----------      ----------     ----------
          MAINTENANCE EXPENSES       19,841.44       30,087.30      128,547.18      361,248.75     (232,701.57)

       CONTROLLABLE EXPENSES         79,142.73      107,988.90      633,196.81      854,432.03     (221,235.22)
                                    ----------      ----------      ----------      ----------     ----------

TOTAL UNCONTROLLABLE EXPENSES
   FIXED EXPENSES
     PROPERTY INSURANCE                                                 119.26          465.70        (346.44)
     PROPERTY TAXES                                                  69,601.74                      69,601.74
     LICENSES & PERMITS                                               4,177.26        4,020.40         156.86
                                    ----------      ----------      ----------      ----------     ----------
          FIXED EXPENSES                                             73,898.26        4,486.10      69,412.16

     NET OPERATING INCOME (NOI)     134,364.27       80,036.35      855,159.09      456,525.81     398,633.28
                                    ==========      ==========      ==========      ==========     ==========

   DEBT SERVICE
     INTEREST ON 1ST MORTGAGE        65,823.04       70,931.85      514,977.02      550,669.14     (35,692.12)
     PRINCIPAL-1ST MORTGAGE           6,380.00        5,830.00       51,040.00       46,640.00       4,400.00
     INTEREST EXPENSE                                                                24,927.87     (24,927.87)
                                    ----------      ----------      ----------      ----------     ----------

         DEBT SERVICE                72,203.04       76,761.85      566,017.02      622,237.01     (56,219.99)

       OPERATING CASH FLOW           62,161.23        3,274.50      289,142.07      (165,711.20)   454,853.27
                                    ==========      ==========      ==========      ==========     ==========

   NON OPERATING EXPENSES
     REFURBISHMENT & DEFERRAL         5,000.00        4,022.28        5,292.00       91,109.43     (85,817.43)
                                    ----------      ----------      ----------      ----------     ----------
         NON OPERATING EXPENSES       5,000.00        4,022.28        5,292.00       91,109.43     (85,817.43)

            PROFIT/LOSS              57,161.23         (747.78)     283,850.07      (256,820.63)   540,670.70
</TABLE>
<PAGE>

                                   NORTH PLAZA
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                      MONTH           MONTH           CURRENT          PRIOR         DOLLAR
    DESCRIPTION                       ACTUAL        PRIOR YEAR      YEAR TO DATE    YEAR TO DATE    VARIANCE
    -----------                     ----------      ----------      ------------    ------------   ----------
<S>                                 <C>             <C>             <C>             <C>            <C>       
   GROSS POTENTIAL INCOME                                                           237,222.67     (237,222.67)
   RENTAL INCOME VARIANCE                                                           (41,677.55)     41,677.55
                                    ----------      ----------      ----------      ----------     ----------
      NET CURRENT RENT               84,957.74       77,631.24      640,541.52      562,853.83      77,687.69

OTHER RENTAL INCOME
   SECURITY DEPOSITS                  1,280.00        3,738.31       17,100.00       17,372.31        (272.31)
   FORFEITED SECURITY DEPOSITS          791.67          182.58        4,382.63          917.17       3,465.46
   CHARGES TO TENANTS                   670.00          585.00        3,949.18        2,111.64       1,837.54
   MISCELLANEOUS INCOME                                                (392.20)                       (392.20)
   MISCELLANEOUS                        530.00          470.00        4,516.24        5,566.67      (1,050.43)
   UTILITIES                                            924.90        1,766.92        9,836.90      (8,069.98)
   DAMAGE                                                               385.00           19.62         365.38
   LATE CHARGES                         755.00          670.00        3,326.00        3,910.00        (584.00)
   NSF FEES                              40.00           10.00          240.00          248.13          (8.13)
   CREDIT CHECK                         225.00          250.00          900.00          930.00         (30.00)
   TRANSFER CHARGE                                                      135.00                         135.00
                                    ----------      ----------      ----------      ----------     ----------
       TOTAL OTHER RENT INCOME        4,291.67        6,830.79       36,308.77       40,912.44      (4,603.67)

          TOTAL RENTAL INCOME        89,249.41       84,462.03      676,850.29      603,766.27      73,084.02
                                    ----------      ----------      ----------      ----------     ----------

OTHER INCOME
   REFUNDED DEPOSITS                 (2,200.00)      (2,880.00)     (13,709.13)     (12,464.74)     (1,244.39)
   INTEREST INCOME                       42.48           58.31        2,402.15        1,783.78         618.37
   US BOND INTEREST INCOME                                           19,436.00       19,436.25          (0.25)
                                    ----------      ----------      ----------      ----------     ----------
          TOTAL OTHER INCOME         (2,157.52)      (2,821.69)       8,129.02        8,755.29        (626.27)

                TOTAL INCOME         87,091.89       81,640.34      684,979.31      612,521.56      72,457.75
                                    ==========      ==========      ==========      ==========     ==========

TOTAL CONTROLLABLE EXPENSES
PAYROLL EXPENSES
   BONUS                                560.00                        2,450.00           27.00       2,423.00
   CLEANING PAYROLL                     326.24          910.05        3,683.05        5,703.26      (2,020.21)
   REPAIRS/MAINT.PAYROLL              2,091.08        2,877.60       21,808.05       26,586.44      (4,778.39)
   MANAGERS SALARIES                    978.80          971.94        8,211.28        4,643.70       3,567.58
   OFFICE SALARIES                      736.76        1,180.75        7,467.68        8,526.25      (1,058.57)
   DECORATING PAYROLL                   310.90          665.81        4,262.40        7,888.42      (3,626.02)
   STATE COME. INS.-PAYROLL             314.38          423.16        3,080.40        4,071.70        (991.30)
   PAYROLL-HOSPITAL INS                 585.12          846.33        5,733.08        5,377.32         355.76
   FICA - PAYROLL TAX                   331.85          446.67        3,251.55        3,876.04        (624.49)
   FUTA - PAYROLL TAX                    34.93           47.02          342.27          411.04         (68.77)
   SDI TAX-PAYROLL-UNEMPLOY              43.66           56.77          427.84        1,331.46        (903.62)
                                    ----------      ----------      ----------      ----------     ----------
</TABLE>
<PAGE>

                                   NORTH PLAZA
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                      MONTH           MONTH           CURRENT          PRIOR         DOLLAR
    DESCRIPTION                       ACTUAL        PRIOR YEAR      YEAR TO DATE    YEAR TO DATE    VARIANCE
    -----------                     ----------      ----------      ------------    ------------   ----------
<S>                                 <C>             <C>             <C>             <C>            <C>       
        PAYROLL EXPENSES              6,313.72        8,428.10       60,717.60       68,442.63      (7,725.03)

ADMINISTRATIVE EXPENSES
   PROMOTIONS                            18.03          556.52          525.24          615.26         (90.02)
   ADVERTISING                          347.63          568.46        2,594.86        3,896.43      (1,301.57)
   SIGNS, FLAGS. BANNERS                                210.73           51.76          510.41        (458.65)
   BROCHURES                                                             46.20                          46.20
   OFFICE SUPPLIES                       85.98        1,117.02          511.84        1,773.06      (1,261.22)
   FURNITURE RENTAL                     168.14          183.66        1,358.58          382.07         976.51
   COMPUTER EXPENSES                                                                     58.71         (58.71)
   LEGAL EXPENSES                      (355.00)         324.12         (284.57)         797.97      (1,082.54)
   MISCELLANEOUS                         23.25          894.52          265.91        3,274.25      (3,008.34)
   CREDIT CHECK EXPENSE                 279.93          367.71        1,177.63          838.71         338.92
   BANK CHARGES                           8.00          (72.00)          94.24                          94.24
   PETTY CASH REIMB                                                                     133.07        (133.07)
   POSTAGE                                               87.46          366.43          308.95          57.48
   DUES & SUBCRIPTIONS                                                   (4.09)         426.96        (431.05)
   LINCOLN FEE                        3,101.53        2,830.89       23,824.13       13,324.32      10,499.81
   RELOCATION EXPENSE                                  (165.27)                         572.66        (572.66)
   EMPLOYEE TRAINING                                                    124.20          130.18          (5.98)
   OUTSIDE STATIONARY MISC              100.50          290.57          527.83        1,180.72        (652.89)
                                    ----------      ----------      ----------      ----------     ----------
          ADMINISTRATIVE EXPENSE      3,777.99        7,194.39       31,180.19       28,223.73       2,956.46

CONTRACT SERVICES
  SEC SUP/EXP-FIRE PROTECT            2,762.22          853.02        7,120.60        4,492.79       2,627.81
  EXTERMINATING CONTRACT                                 65.00          490.10          325.00         165.10
  CABLE T.V                           2,503.93        2,504.16       10,019.56        8,764.56       1,255.00
  GARDENING CONTRACT                  1,908.52        1,760.00        7,263.49        7,055.00         208.49
  DECORATING CONTRACT                                                                    14.04         (14.04)
                                    ----------      ----------      ----------      ----------     ----------
       CONTRACT SERVICES              7,174.67        5,182.18       24,893.75       20,651.39       4,242.36

UTILITY SERVICES
  TELEPHONE EXPENSE                     334.38          177.32          837.60        1,092.32        (254.72)
  TRASH REMOVAL                      (1,028.70)         520.24       15,944.75       15,511.42         433.33
  PGE - HOUSE                           486.64                        1,064.11          813.00         251.11
  GAS - HOUSE                            58.12           74.72          485.44          426.28          59.16
  PGE APARTMENT METERS                   37.47          131.13          689.79        1,332.26        (642.47)
 WATER                                1,756.49        1,597.86       12,079.48        9,759.59       2,319.89
  SEWER CHARGES                                       2,566.80       10,267.28       10,000.54         266.74
                                    ----------      ----------      ----------      ----------     ----------
          UTILITY SERVICES            1,644.40        5,068.07       41,368.45       38,935.41       2,433.04

MAINTENANCE EXPENSES
   CARPET REPAIRS/MAINT                 325.00          290.00        1,916.81        1,107.50         809.31
   CARPET REPLACEMENT                 1,708.00        7,426.38       23,989.10       47,642.15     (23,653.05)
</TABLE>
<PAGE>

                                   NORTH PLAZA
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                      MONTH           MONTH           CURRENT          PRIOR         DOLLAR
    DESCRIPTION                       ACTUAL        PRIOR YEAR      YEAR TO DATE    YEAR TO DATE    VARIANCE
    -----------                     ----------      ----------      ------------    ------------   ----------
<S>                                 <C>             <C>             <C>             <C>            <C>       
     GROUNDS SUPPLY/REPLACEMENT                                                         140.70        (140.70)
     EQUIPMENT RENTAL                                                   127.72          309.10        (181.38)
     POOL SUPPLY/REPLACEMENT            434.19          405.15        2,441.20        2,370.67          70.53
     DECORATING SUPPLIES              1,089.31        2,967.97        4,888.79        6,238.73      (1,349.94)
     CLEANING SUPPLIES/SERV.            359.18          246.10        2,804.54        4,686.73      (1,882.19)
     EXTERMINATING SUPPLIES                                                              75.00         (75.00)
     BLDG MAINT SUPPLIES              1,329.54        3,474.73        7,957.80       25,694.15     (17,736.35)
     PLUMBING MAINTENANCE               116.96          375.45        5,725.93        1,755.69       3,970.24
     APPLIANCE REPLACEMENT              433.64        1,168.90        3,095.34        5,189.39      (2,094.05)
     BLDG MAINT SVC/CONTRACT                            844.04        1,259.80        2,312.69      (1,052.89)
     ELECTRIC MAINTENANCE                48.44           46.34        1,386.66          451.14         935.52
     MISC. MAINT. EXPENSES                3.61                           14.65           47.12         (32.47)
                                    ----------      ----------      ----------      ----------     ----------
          MAINTENANCE EXPENSES        5,847.87       17,245.06       55,608.34       98,020.76     (42,412.42)

       CONTROLLABLE EXPENSES         24,758.65       43,117.80      213,761.33      254,273.92     (40,505.59)
                                    ----------      ----------      ----------      ----------     ----------

TOTAL UNCONTROLLABLE EXPENSES
FIXED EXPENSES
     PROPERTY INSURANCE                                                (207.17)         179.00        (386.17)
     PROPERTY TAXES                                                  34,678.23                       34,678.23
     LICENSES & PERMITS                                               1,564.74        1,643.60         (78.86)
                                    ----------      ----------      ----------      ----------     ----------
          FIXED EXPENSES                                             36,035.80        1,822.60      34,213.20

       NET OPERATING INCOME (NOI)    62,333.24       38,532.54      435,175.18      356,425.04      78,750.14
                                    ==========      ==========      ==========      ==========     ==========

    DEBT SERVICE
       INT. ON 1ST MORTGAGE                                         189,158.00      197,388.00      (8,230.00)
       INTEREST EXPENSE                                                                 260.39        (260.39)
       LOAN EXPENSES                                                  7,897.56        6,627.27       1,270.29
                                    ----------      ----------      ----------      ----------     ----------
           DEBT SERVICE                                             197,055.56      204,275.66      (7,220.10)

        OPERATING CASH FLOW          62,333.24       38,522.54      238,119.62      152,149.38      85,970.24
                                    ==========      ==========      ==========      ==========     ==========

   NON OPERATING EXPENSES
    REFURBISHMENT & DEFERRAL         (2,400.00)       1,245.99        8,946.00       11,849.28      (2,903.28)
                                    ----------      ----------      ----------      ----------     ----------
          NON OPERATING EXPENSES     (2,400.00)       1,245.99        8,946.00       11,849.28      (2,903.28)

              PROFIT/LOSS            64,733.24       37,216.55      229,173.62      140,300.10      88,873.52
                                    ==========      ==========      ==========      ==========     ==========
</TABLE>
<PAGE>

                                    CIRCLES
                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                      MONTH           MONTH           CURRENT          PRIOR         DOLLAR
    DESCRIPTION                       ACTUAL        PRIOR YEAR      YEAR TO DATE    YEAR TO DATE    VARIANCE
    -----------                     ----------      ----------      ------------    ------------   ----------
<S>                                 <C>             <C>             <C>             <C>            <C>       
   GROSS POTENTIAL INCOME                           188,446.76        564,883.00    2,275,985.86   (1,711,102.78)
   RENTAL INCOME VARIANCE                           (42,920.35)      (130,997.90)    (524,878.12)     385,880.22
                                    ----------      ----------      ------------    ------------    ------------
      NET CURRENT RENT              172,464.10      145,526.41      1,931,335.58    1,751,107.74      180,227.04
                                                                                                    
OTHER RENTAL INCOME                                                                                 
   SECURITY DEPOSITS                  5,457.17        5,829.00         78,390.00       66,849.03       11,540.97
   FORFEITED SECURITY DEPOSITS        3,586.30                         15,041.41                       15,041.41
   LAUNDRY INCOME                     1,335.45                         20,926.55       13,276.75        7,649.80
   CHARGES TO TENANTS                   982.33        1,130.00          9,395.14       17,780.51       (8,385.37)
   MISCELLANEOUS INCOME                 465.93                                                      
   MISCELLANEOUS                      1,649.16        2,047.58         22,428.04       26,729.38       (4,301.34)
   SOFT DRINK INCOME                                                      178.56          193.44          (14.88)
   PHONE INCOME                                                                             8.13           (8.13)
   UTILITIES                                             13.90             60.03           67.00           (6.97)
   DAMAGE                                                                 118.00        2,434.78       (2,316.78)
   LATE CHARGES                       1,055.00          745.32         12,482.01        6,513.02        5,968.99
   NSF FEES                             110.00          640.00            796.37        1,000.00         (203.63)
   CREDIT CHECK                         615.00          520.00          9,782.67        5,035.00        4,747.67
                                    ----------      ----------      ------------    ------------    ------------
     TOTAL OTHER RENT INCOME         15,256.34       10,925.88        169,598.78      139,887.04       29,711.74
                                                                                                    
         TOTAL RENTAL INCOME        187,720.44      156,452.29      2,100,934.36    1,890,994.78      209,939.58
                                    ----------      ----------      ------------    ------------    ------------
                                                                                                    
OTHER INCOME                                                                                        
   REFUNDED DEPOSITS                 (7,875.00)      (6,077.93)       (57,121.44)     (76,537.16)      19,415.72
   INTEREST INCOME                      398.47            0.50          1,983.70           58.00        1,925.78
   OTHER INCOME                                                         9,600.00                        9,600.00
                                    ----------      ----------      ------------    ------------    ------------
         TOTAL OTHER INCOME          (7,476.53)      (6,077.43)       (45,537.66)     (76,479.16)      30,941.50
                                                                                                    
              TOTAL INCOME          180,243.91      150,374.86      2,055,396.70    1,814,515.62      240,881.08
                                    ==========      ==========      ============    ============    ============
                                                                                                    
TOTAL CONTROLLABLE EXPENSES                                                                         
PAYROLL EXPENSES                                                                                    
   BONUS                                996.78        3,500.00          6,884.70        3,500.00        3.384,78
   CLEANING PAYROLL                   2,399.12        1,366.55         22,753.78       10,921.08       11,832.70
   REPAIRS/MAINT.PAYROLL             10,674.87        8,799.88        103,506.05       70,637.77       32,868.28
   MANAGERS SALARIES                  3.668,49                         24,124.85        6,686.49       17,438.36
   OFFICE SALARIES                    5,892.28        2,685.25         41,789.85       22,086.50       19,703.35
   GROUNDS PAYROLL                                       55.40            237.75        8,269.40       (8,031.65)
   DECORATING PAYROLL                 2,869.28        1,826.50         28,597.43       17,984.44       10,612.99
   STATE COMP. INS.-PAYROLL           1,784.05        1,756.23         16,563.54       13,755.45        2,808.09
   WORKERS COMP. MEDICAL                                                                  176.51         (176.51)
   PAYROLL-HOSPITAL INS               3,568.09          454.94         25,377.67        4,193.21       21,184.46
</TABLE>
<PAGE>

                                INCOME STATEMENT
                   FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                      MONTH           MONTH           CURRENT          PRIOR         DOLLAR
    DESCRIPTION                       ACTUAL        PRIOR YEAR      YEAR TO DATE    YEAR TO DATE    VARIANCE
    -----------                     ----------      ----------      ------------    ------------   ----------
<S>                                 <C>             <C>             <C>             <C>            <C>       
   FICA - PAYROLL TAX                 1,883.16          922.08       16,312.83       10,756.81       5,556.02
   FUTA - PAYROLL TAX                   198.23          387.33          934.26        1,149.92        (215.66)
   SDI TAX-PAYROLL-UNEMPLOY             247.78           58.45        4,436.68        5,110.72        (674.04)
                                    ----------      ----------      ----------      ----------     ----------
         PAYROLL EXPENSES            34,182.13       21,812.61      291,519.47      175,228.30     116,291.17

ADMINISTRATIVE EXPENSES
   PROMOTIONS                           390.53              --        3,180.39              --       3,180.39
   ADVERTISING                          848.93        2,230.57       20,163.33       16,471.70       3,691.63
   SIGNS, FLAGS, BANNERS                209.85              --        2,645.62              --       2,645.62
   OFFICE SUPPLIES                      647.42          879.65        7,011.14        2,199.52       4,811.62
   FURNITURE RENTAL                   1,095.81              --        4,190.12              --       4,190.12
   COMPUTER EXPENSES                        --              --          231.18              --         231.18
   LEGAL EXPENSES                        67.00              --        4,879.06        4,921.58         (42.52)
   MISCELLANEOUS                         97.32           60.43       11,926.41        1,009.78      10,916.63
   CREDIT CHECK EXPENSE                 292.00          166.25        5,958.99        2,252.66       3,706.33
   BANK CHARGES                          73.08            2.71          262.51          638.46        (375.95)
   PETTY CASH REIMB                         --              --          359.79        9,250.57      (8,890.78)
   POSTAGE                              469.26              --        1,246.66              --       1,249.66
   DUES & SUBCRIPTIONS                   20.99              --          672.73              --         672.73
   LINCOLN FEE                        6,024.13              --       54,655.91              --      54,655.91
   NSF CHECK                                --       (1,698.39)             --          311.61        (331.61)
   RELOCATION EXPENSE                       --              --        1,548.32              --       1,548.32
   EMPLOYEE TRAINING                     73.00              --          641.57              --         641.57
   OUTSIDE STATIONARY MISC               84.38              --        4,435.49          153.39       4,282.10
                                    ----------      ----------      ----------      ----------     ----------
          ADMINISTRATIVE EXPENSE     10,393.70        1,641.22      124,009.22       37,209.27      86,799.95

CONTRACT SERVICES
   SEC SUP/EXP-FIRE PROTECT           2,091.90              --       17,929.45        4,036.64      13,892.81
   EXTERMINATING CONTRACT                65.00                              --        2,210.00       2,210.00
   CABLE T.V,                         2,692.42        5,384.84       29,619.77       32,381.78      (2,762.01)
   GARDENING CONTRACT                 7,353.05        3,904.00       70,427.70       41,574.90      28,852.80
   WATER SOFTENER                        22.68
   DECORATING CONTRACT                      --       (4,088.00)          37.96              --          37.96
                                    ----------      ----------      ----------      ----------     ----------
          CONTRACT SERVICES          12,225.05        5,200.84      120,224.88       77,993.32      42,231.56

UTILITY SERVICES
    TELEPHONE EXPENSE                   143.57          145.09        4,016.85        2,017.92       1,998.93
    TRASH REMOVAL                     6,042.95        6,680.80       80,625.89       78,807.41       1,818.48
    POE - HOUSE                       2,015.50       11,847.69       35,155.66       64,228.17     (29,072.51)
    GAS - HOUSE                       5,021.20              --       30,755.97              --      30,755.97
    PGE APARTMENT METERS                256.78        1,020.83        4,715.79        5,770.50      (1,054.71)
    WATER                                   --        2,987.09       42,145.30       42,108.60          36.70
    SEWER CHARGES                           --              --       41,463.80       41,197.14         266.66
                                    ----------      ----------      ----------      ----------     ----------
</TABLE>
<PAGE>

                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                      MONTH           MONTH           CURRENT          PRIOR         DOLLAR
    DESCRIPTION                       ACTUAL        PRIOR YEAR      YEAR TO DATE    YEAR TO DATE    VARIANCE
    -----------                     ----------      ----------      ------------    ------------   ----------
<S>                                 <C>             <C>             <C>             <C>            <C>       
          UTILITY SERVICES           13,480.00       22,681.50      238,879.26      234,129.74       4,749.52

MAINTENANCE EXPENSES
    CARPET REPAIRS/MAINT              2,355.00          740.00        6,897.50        5,179.66       1,717.84
    CARPET REPLACEMENT                1,922.20        1,396.13      245,555.47       20,952.95     224,602.52
    GROUNDS SUPPLY/REPLACEMENT              --           29.17        7,509.54        5,161.29       2,348.25
    EQUIPMENT RENTAL                   (234.76)             --          952.90          136.48         816.42
    POOL SUPPLY/REPLACEMENT             617.95          338.66       10,017.09        2,726.69       7,290.40
    DECORATING SUPPLIES               1,455.68          693.94       33,307.69       14,904.33      18,403.36
    CLEANING SUPPLIES/SERV.             804.40          810.00       16,316.41       11,200.00       5,116.41
    EXTERMINATING SUPPLIES                  --              --          130.00        1,469.00      (1,339.00)
    BLDG MAINT SUPPLIES               6,991.48       15,812.28       87,484.91       73,123.12      14,361.79
    PLUMBING MAINTENANCE                252.41              --       15,113.29          964.64      14,148.65
    APPLIANCE REPLACEMENT               420.44              --       26,578.49        1,035.11      25,543.38
    BLDG MAINT SVC/CONTRACT            (668.57)    (162,794.96)      21,137.88        8,223.90      12,913.98
    ELECTRIC MAINTENANCE               (556.81)             --        4,343.91          647.87       3,696.04
    MISCELLANEOUS MAINT. EXP                --              --          127.38           46.09          81.29
                                    ----------      ----------      ----------      ----------     ----------
          MAINTENANCE EXPENSES       13,359.42     (142,974.78)     475,472.46      145,771.13     329,701.33

       CONTROLLABLE EXPENSES         83,640.30      (91,638.61)   1,250,105.29      670,331.76     579,773.53
                                    ----------      ----------      ----------      ----------     ----------

TOTAL UNCONTROLLABLE EXPENSES
FIXED EXPENSES
    PROPERTY INSURANCE                6,995.90       75,569.86       14,733.20      223,188.66    (208,455.46)
    PROPERTY TAXES                          --       80,027.74       69,601.74      160,055.48     (90,453.74)
    LICENSES & PERMITS                      --              --        4,020.40          306.60       3,713.80
                                    ----------      ----------      ----------      ----------     ----------
          FIXED EXPENSES              6,995.90      155,597.60       88,355.34      383,550.74    (295,195.40)

     NET OPERATING INCOME (NOI)      89,607.71       86,415.87      716,936.07      760,633.12     (43,697.05)
                                    ==========      ==========      ==========      ==========     ==========

   DEBT SERVICE
     INTEREST ON 1ST MORTGAGE        66,839.38       58,858.72      823,373.85      899,182.48     (75,808.63)
     PRINCIPAL-1ST MORTGAGE         (64,130.00)
     INTEREST EXPENSE                       --        5,492.95       24,927.87        5,492.95      19,434.92
                                    ----------      ----------      ----------      ----------     ----------
           DEBT SERVICE               2,709.18       64,351.67      848,301.72      904,675.43     (56,373.71)

        OPERATING CASH FLOW          86,898.53       22,064.20     (131,365.65)    (144,042.31)     12,676.66
                                    ==========      ==========      ==========      ==========     ==========

   NON OPERATING EXPENSES
   DEPRECIATION EXPENSE             487,309.00      486,916.00      487,309.00      486,916.00         393.00
   DEFERRED INT. AMORTIZ            127,999.22       21,333.32      127,999.22       33,395.58      94,603.64
   REFURBISHMENT & DEFERRAL          (1,294.08)     182,134.50      118,930.21      182,134.50     (63,204.29)
</TABLE>
<PAGE>

                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                      MONTH           MONTH           CURRENT          PRIOR         DOLLAR
    DESCRIPTION                       ACTUAL        PRIOR YEAR      YEAR TO DATE    YEAR TO DATE    VARIANCE
    -----------                     ----------      ----------      ------------    ------------   ----------
<S>                                 <C>             <C>             <C>             <C>            <C>       
    GROSS POTENTIAL INCOME                  --       79,023.71      237,222.67      946,726.11    (709,503.44)
    RENTAL INCOME VARIANCE                  --        5,882.48      (41,677.55)    (120,545.81)     78,868.26
                                    ----------      ----------      ----------      ----------     ----------
      NET CURRENT RENT               91,526.39       84,906.19      885,299.30      826,180.30      59,119.00

OTHER RENTAL INCOME
   SECURITY DEPOSITS                  3,125.00        2,850.00       27,382.31       31,436.35      (4,054.04)
   FORFEITED SECURITY DEPOSITS          729.16              --        4,578.56              --       4,578.56
   CHARGES TO TENANTS                 1,443.32        3,181.64        8,102.14              --      (4,920.50)
   MISCELLANEOUS INCOME                 196.10
   MISCELLANEOUS                        535.27        1,054.34        7,582.45       13,447.53      (5,865.08)
   UTILITIES                            592.43        1,076.47       12,478.84       11,654.77         824.07
   DAMAGE                                   --           39.14           19.62        1,132.11      (1,112.49)
   LATE CHARGES                         560.00          184.99        5,730.00        2,561.46       3,168.54
   NSF FEES                              80.00           21.73          348.13          199.23         148.90
   CREDIT CHECK                         183.84              --        1,813.00          140.00       1,673.00
                                    ----------      ----------      ----------      ----------     ----------
       TOTAL OTHER RENT INCOME        6,001.80        6,669.99       63,114.55       68,673.59      (5,559.04)

          TOTAL RENTAL INCOME        97,528.19       91,576.18      948,413.85      894,853.89      53,559.96
                                    ----------      ----------      ----------      ----------     ----------

OTHER INCOME
    REFUNDED DEPOSITS                (1,400.00)      (5,240.00)     (20,654.74)     (30,488.24)      9,833.50
    INTEREST INCOME                     560.21           45.68        2,528.84          509.84       2,019.00
    US BOND INTEREST INCOME            (564.88)        (343.74)      38,872.50       38,872.50
                                    ----------      ----------      ----------      ----------     ----------
           TOTAL OTHER INCOME        (1,404.67)      (5,538.06)      20,746.60        8,894.10      11,852.50

                TOTAL INCOME         96,123.52       86,038.12      969,160.45      903,747.99      65,412.46
                                    ==========      ==========      ==========      ==========     ==========

TOTAL CONTROLLABLE EXPENSES
PAYROLL EXPENSES
    BONUS                               560.00                              --        1,112.00       1,112.00
    CLEANING PAYROLL                    887.33          505.85        8,313.70        3,778.78       4,534.92
    REPAIRS/MAINT.PAYROLL             3,949.62        3,389.62       38,559.36       21,539.11      17,020.25
    MANAGERS SALARIES                 1,423.18              --        8,989.36        1,948.53       7,040.83
    OFFICE SALARIES                   1,497.84        1,000.25       14,141.68        7,281.00       6,860.68
    GROUNDS PAYROLL                         --              --              --        3,120.00      (3,120.00)
    DECORATING PAYROLL                1,061.22        1,553.50       10,788.84        8,965.60       1,823.24
    STATE COMP. INS-PAYROLL             629.41          625.73        5,945.19        4,674.20       1,270.99
    PAYROLL-HOSPITAL INS              1,258.84          168.26        9,124.35        1,550.84       7,573.51
    FICA - PAYROLL TAX                  664.38          384.07        5,853.63        3,576.41       2,277.22
    FUTA - PAYROLL TAX                   69.93          143.79          619.21          366.99         252.22
    501 TAX-PAYROLL-UNEMPLOY             87.42           21.70        1,591.68        1,500.32          91.36
                                    ----------      ----------      ----------      ----------     ----------
</TABLE>
<PAGE>

                                INCOME STATEMENT
                   FOR THE 12 MOS. ENDING DECEMBER 31, 1995 a

<TABLE>
<CAPTION>
                                      MONTH           MONTH           CURRENT          PRIOR         DOLLAR
    DESCRIPTION                       ACTUAL        PRIOR YEAR      YEAR TO DATE    YEAR TO DATE    VARIANCE
    -----------                     ----------      ----------      ------------    ------------   ----------
<S>                                 <C>             <C>             <C>             <C>            <C>       
        PAYROLL EXPENSES             12,089.17        7,792.77      105,039.00       58,301.78      46,737.22

ADMINISTRATIVE EXPENSES
   PROMOTIONS                           143.81                        1,141.28                       1,141.28
   ADVERTISING                          226.38          824.99        7,239.02        5,778.42       1,460.60
   SIGNS, FLAGS, BANNERS                101.25                          978.28                         978.28
   OFFICE SUPPLIES                      158.53          340.68        2,217.72          828.13       1,389.59
   FURNITURE RENTAL                     485.03                        1,629.50                       1,629.50
   COMPUTER EXPENSES                                                     58.71                          58.71
   LEGAL EXPENSES                      (427.50)                       1,398.22        1,321.70          76.52
   MISCELLANEOUS                         36.00           22.34        4,361.88          703.41       3,658.47
   CREDIT CHECK EXPENSE                 108.00          121.50        1,271.14          744.94         526.20
   BANK CHARGES                          24.00           47.00           (0.03)          47.03
   PETTY CASH REIMB                                                     133.07          731.21        (599.14)
   POSTAGE                              175.79                          445.27                         445.27
   DUES & SUBCRIPTIONS                    7.77                          295.23                         295.23
   LINCOLN FEE                        2,776.09                       24,575.73                      24,575.73
   NSF CHECK                                          1,069.61                        1,929.63      (1,929.63)
   RELOCATION EXPENSE                                                   572.66                         572.66
   EMPLOYEE TRAINING                     27.00                          265.18                         265.18
   OUTSIDE STATIONARY MISC               31.22                        1,469.41           56.73       1,412.68
                                    ----------      ----------      ----------      ----------     ----------
          ADMINISTRATIVE EXPENSE      3,873.37        2,379.12       48,099.30       12,094.14      36,005.16

CONTRACT SERVICES
   SEC SUP/EXP. FIRE PROTECT            923.73                        6,404.88        1,916.15       4,488.73
   EXTERMINATING CONTRACT                                               910.00                         910.00
   CABLE T.V                              0.30        3,968.17       13,776.33       16,546.88      (2,770.55)
   GARDENING CONTRACT                   860.60           65.00       10,465.60       14,440.09      (3,974.49)
   DECORATING CONTRACT                               (1,512.00)          14.04                          14.04
                                    ----------      ----------      ----------      ----------     ----------
          CONTRACT SERVICES           1,784.63        2,521.17       31,570.85       32,903.12      (1,332.27)

UTILITY SERVICES
   TELEPHONE EXPENSE                    105.38          131.74        1,488.33        1,266.83         221.50
   TRASH REMOVAL                      1,961.55        2,205.70       24,109.48       26,383.69      (2,274.21)
   POE - HOUSE                           88.81          506.72        1,566.59        2,111.06        (544.47)
   GAS - HOUSE                           74.85                        1,064.53                       1,064.53
   PGE APARTMENT METERS                  90.73          213.57        1,801.07        2,103.57        (302.50)
   WATER                                              1,205.67       17,580.07       15,947.90       1,632.17
   SEWER CHARGES                                                     15,134.14       15,400.80        (266.66)
                                    ----------      ----------      ----------      ----------     ----------
           UTILITY SERVICES           2,321.32        4,263.40       62,744.21       63,213.85        (469.64)

MAINTENANCE EXPENSES
    CARPET REPAIRS/MAINT                855.00          510.00        3,065.50        3,277.01        (211.51)
    CARPET REPLACEMENT                1,865.60          643.49       78,167.95        8,930.03      69,237.92
</TABLE>
<PAGE>

                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                      MONTH           MONTH           CURRENT          PRIOR         DOLLAR
    DESCRIPTION                       ACTUAL        PRIOR YEAR      YEAR TO DATE    YEAR TO DATE    VARIANCE
    -----------                     ----------      ----------      ------------    ------------   ----------
<S>                                 <C>             <C>             <C>             <C>            <C>       
   GROUNDS SUPPLY/REPLACEMENT                                           140.70        1,847.79       1,707.09)
   EQUIPMENT RENTAL                      (5.92)                         352.40           60.90         291.50
   POOL SUPPLY/REPLACEMENT              228.56          125.25        3,704.95          993.46       2,711.49
   DECORATING SUPPLIES                  628.41          491.29        8,184.33        7,514.49         669.84
   CLEANING SUPPLIES/SERV.              208.62          850.00        5,883.22        6,015.00        (131.78)
   EXTERMINATING SUPPLIES                                                75.00          290.00        (215.00)
   BLDG MAINT SUPPLIES                2,848.08        3,281.98       35,230.23       33,993.19       1,237.04
   PLUMBING MAINTENANCE                  93.35           84.00        2,868.71           84.00       2,784.71
   APPLIANCE REPLACEMENT                420.44                        6.692,80          382.85       6,309.95
   BLDG MAIN SVC/CONTRACT              (248.13)     (47,854.19)       6,224.03        4,029.06       2,194.97
   ELECTRIC MAINTENANCE                (170.09)                       2,061.01          113.92       1,947.09
   MISC. MAINT. EXPENSES                                                 47.12                          47.12
                                    ----------      ----------      ----------      ----------     ----------
           MAINTENANCE EXPENSES       6,724.12      (41,868.19)     152,697.95       67,531.70      85,166.25

       CONTROLLABLE EXPENSES         26,792.61      (24,911.72)     400,151.31      234,044.59     166,106.72

TOTAL UNCONTROLLABLE EXPENSES
 FIXED EXPENSES
    PROPERTY INSURANCE                2,631.68       38,310.65        5,442.36       38,476.65     (33,034.29)
    PROPERTY TAXES                                   37,850.83       34,678.23       75,701.66     (41,023.43)
    LICENSES & PERMITS                                                1,643.60          113.40       1,530.20
                                    ----------      ----------      ----------      ----------     ----------
          FIXED EXPENSES              2,631.68       76,161.48       41,764.19      114,291.71     (72,527.52)

     NET OPERATING INCOME (NOI)      66,699.23       34,788.36      527,244.95      555,411.69     (28,166.74)
                                    ==========      ==========      ==========      ==========     ==========

    DEBT SERVICE
      INT. ON 1ST MORTGAGE                                          394,776.35      407,041.00     (12,264.65)
      INTEREST EXPENSE                                                  260.39                         260.39
      LOAN EXPENSES                                                   6,627.27       13,337.62      (6,710.35)
                                    ----------      ----------      ----------      ----------     ----------
          DEBT SERVICE                                              401,664.01      420,378.62     (18,714.61)

        OPERATING CASH FLOW          66,699.23       34,788.36      125,580.94      135,033.07      (9,452.13)
                                    ==========      ==========      ==========      ==========     ==========

   NON OPERATING EXPENSES
     DEPRECIATION EXPENSE           201,798.00      201,798.00      201,798.00      201,798.00
     DEFERRED INT. AMORTIZ            7,292.01        7,292.16        7,292.01        7,292.16          (0.15)
     REFURBISHMENT & DEFERRAL        13,012.88       52,341.60       42,215.89       52,341.60     (10,125.71)
                                    ----------      ----------      ----------      ----------     ----------
          NON OPERATING EXPENSES    222,102.89      261,431.76      251,305.90      261,431.76     (10,125.86)

              PROFIT/LOSS          (155,403.66)    (226,643.40)    (125,724.96)    (126,398.69)        673.73
                                    ==========      ==========      ==========      ==========     ==========
</TABLE>
<PAGE>

                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                      MONTH           MONTH           CURRENT          PRIOR         DOLLAR
    DESCRIPTION                       ACTUAL        PRIOR YEAR      YEAR TO DATE    YEAR TO DATE    VARIANCE
    -----------                     ----------      ----------      ------------    ------------   ----------
<S>                                 <C>             <C>             <C>             <C>            <C>       
NON OPERATING EXPENSES              614,014.14      690,383.82      734,238.43      702,446.08      31,792.35
    PROFIT/LOSS                    (527,115.61)    (668,319.62)    (865,604.08)    (846,488.39)   (19,115.69)
                                    ==========      ==========      ==========      ==========     ==========
</TABLE>
<PAGE>

- --------------------------------------------------------------------------------
                     QUALIFICATIONS OF ROBERT SAIA, MAI, SRA
                        Calif. OREA Certificate #AG003191
- --------------------------------------------------------------------------------

EXPERIENCE

Independent real estate appraiser since 1981.

EDUCATION

Associate Arts Degree from West Valley College. Major in Real Estate.

Bachelor of Arts Degree in Economics from San Jose State University. Graduated
with distinction.

Graduate Studies in the Master of Business Administration Program at Golden Gate
University, San Francisco.

Advanced courses in appraisal taken at California State University, Hayward,
University of San Francisco and San Jose State University, through the Appraisal
Institute.

MEMBERSHIPS

Former Member of the Society of Real Estate Appraiser
 (SRPA designation)
Current Member of the Appraisal Institute, MAI #8841
Current Member of Admissions Committee Appraisal Institute
Board of Directors, South Bay Chapter Appraisal Institute 1993-95. National
admissions board member.

STATE CERTIFICATES AND LICENSES

State of California "Certified-General" Appraiser Certificate No. AG003191
State of California Real Estate License (non-active)
State of Nevada "Certified-General" Appraiser Certificate No. 00621

APPRAISAL ASSIGNMENTS

Some of the types of properties appraised in the past are outlined below:

Commercial: Retail stores, office buildings, service stations, vacant land,

Residential: Single family, multi-family, townhouse/condominium, vacant land,
      subdivision, apartments and mobile home parks.

Industrial: Vacant land, warehouses, research and development facilities,
industrial condominiums and manufacturing facilities, mini-storage warehouses,
food processing facilities, truck terminals.
<PAGE>

Special Use: Airport, carwash, landfill, right-of-way, easement valuation,
commercial nursery, and golf courses.

Lodging Facilities: Motels, hotels, inns, SRO, Recreational vehicle parks


CLIENTS
A brief partial list of past clients with whom Mr. Saia has worked with
includes:

American Savings Bank
County of Santa Clara
Comerica Bank
Bank of America NT&SA
First National Bank of Central California 
Bank of Salinas 
Home Savings of America 
Metropolitan Securities & Trust 
City of Monterey 
City of San Jose 
City of Palo Alto 
Imperial Thrift & Mortgage 
NationsBank 
Pacific Western Bank 
Bay View Federal Bank 
Wells Fargo Bank 
Phoenix Home Life



                                   DISCLAIMER

The appraisal report appearing below is addressed to NationsBank of Texas, N.A.
("NationsBank"). NationsBank does not represent that the presumptions or
conclusions in the appraisals are relevant or accurate and does not endorse the
conclusions set forth in the appraisal. Any value, presumption, or conclusion
regarding the property or properties appraised in the report must be verified
independently of NationsBank. This appraisal has not been approved by
NationsBank and is being transmitted without representation and warranty of
NationsBank.
<PAGE>

================================================================================

                                APPRAISAL REPORT

                               Westlake Apartments
                              25-82 Stephanie Drive
                            Salinas, California 93901

                Effective Date of Appraisal: September 28, 1996

                                 APPRAISED FOR:
                           NationsBank of Texas, N.A.
                           Real Estate Risk Assessment
                           901 Main Street, 51st Floor
                            Dallas, Texas 75202-3714

                                  APPRAISED BY:

                            ROBERT SAIA & ASSOCIATES
                                313 Avalon Avenue
                          Santa Cruz, California 95060


================================================================================
<PAGE>

                          ROBERT SAIA, MAI & ASSOCIATES
                        Property Appraisers & Consultants
- --------------------------------------------------------------------------------

September 28, 1996

Mr. Gary D. Long
Real Estate Risk Assessment
NationsBank of Texas, N.A.
901 Main Street, 51st Floor
Dallas, Texas 75202-37 14

Dear Mr. Long:

As requested, Robert Saia & Associates has completed a market value "as is"
appraisal of the 139-unit apartment complex known as "Westlake Apartments"
located at 25-82 Stephanie Drive in Salinas, California. The Westlake Apartments
were first constructed in 1972 and completed in 1976 after some additions were
made. There are a total of seven (7) buildings configured on three separate and
distinct legal parcels comprising 3.68 acres.

The property rights appraised are those of the leased fee interest. Many of the
units are on short-term leases (less than one year), thus there is no leasehold
or leased fee bonus values to consider. In other words, the fee simple and
leased fee values are the same.

The function of this appraisal is to aid in proper underwriting, loan
classification and/or disposition of the subject property in conjunction with a
pending multi-property portfolio purchase that includes the subject property.
The effective date of the appraisal is September 28, 1996, the first inspection
date of the property.

This report was prepared as a Complete Appraisal, Summary Report" following
generally accepted and established appraisal practices that comply with the
Uniform Standards of Professional Appraisal Practice (USPAP) and also in
accordance with the NationsBank Appraisal/Evaluation Guidelines for Appraisers.
As instructed, the cost approach has been omitted. Although the cost approach
has very little relevancy in the appraisal of apartment complexes in this area,
its omission may be considered by some to invoke the Departure Provision.

The Limiting Conditions and Assumptions contained at the conclusion of this
report are a vital part of the appraisal. There are no extraordinary assumptions
that affects the appraisal.

The market value estimate is based on an exposure time of four months. Based on
our analysis and investigation, as discussed in the attached summary appraisal
report, the


   Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
<PAGE>

Page 2
Mr. Gary Long

Market Value "As Is" of the Westlake Apartments, as of September 28, 1996, is as
follows:

- --------------------------------------------------------------------------------
                   FIVE MILLION FOUR HUNDRED THOUSAND DOLLARS
                                   $5,400,000
- --------------------------------------------------------------------------------

The above is the value of the real estate only. Personal property value is
nominal, and plays no significant role in the operation of the apartments. If
you should have any questions, please contact our office.


Respectfully Submitted,

/s/ Robert Saia

Robert Saia, MAI
OREA Cert. #AG003191 (exp. 12/7/96)
<PAGE>

The Westlake Apartments, Salinas, CA

                                TABLE OF CONTENTS

Summary of Salient Facts ................................................   2
Purpose of the Appraisal ................................................   4
Function of the Report ..................................................   4
Valuation Date ..........................................................   4
Property Right Appraised ................................................   5
Location and Property Identification ....................................   5
Property History & Ownership ............................................   5
Project Overview ........................................................   5
The Extent of the Appraisal Process .....................................   6
Competency Statement ....................................................   7
Regional Description ....................................................   8
City of Salinas .........................................................  19
Salinas Apartment Market ................................................  22
Neighborhood Description ................................................  24
Site Analysis ...........................................................  24
Current Taxes & Assessments .............................................  26
Improvement Description .................................................  28
Highest and Best Use Analysis ...........................................  29
The Appraisal Process ...................................................  32
Income Capitalization Approach ..........................................  33
Sales Comparison Approach ...............................................  52
Reconciliation of the Value Estimates ...................................  62
Marketing Period Estimate ...............................................  63
Exposure Period Estimate ................................................  63
Allocation of F,F&E .....................................................  64
Assumptions and Limiting Conditions .....................................  65
Certification of Appraisal ..............................................  68

ADDENDA
Photographs of the Subject Property
Maps
Floor Plans
Apartment Building Sales Sheets
Rent Roll and Operating Statements
Qualifications


   Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
<PAGE>

The Westlake Apartments, Salinas, CA

                           SUMMARY OF SALIENT FACTS
- --------------------------------------------------------------------------------

CLIENT:                              NationsBank                                
                                                                                
PROJECT NAME:                        Westlake Apartments                        
                                                                                
NO. OF UNITS:                        139                                        
                                                                                
ADDRESS:                             25-82 Stephanie Drive, Salinas, CA         
                                                                                
LOCATION:                            South Salinas                              
                                                                                
A.P.N.:                              207-101-030,034, & 035                     
                                                                                
THOMAS BROS. MAP:                    T.B. 234 F3 (Monterey County)              
                                                                                
CENSUS TRACT NO.:                    106.01                                     
                                                                                
ZONING:                              R-H-2.3 (High Density Residential District)
                                                                                
RENT CONTROL:                        None (No pending)                          
                                                                                
HIGHEST & BEST USE:                                                      
     -As improved...                 existing apartments
     -As vacant...                   high density residential development       
                                                                                
PROPERTY RIGHTS APPRAISED:           Leased Fee Interest                        
                                                                                
SALE HISTORY OVER PAST 5 YEARS:      None                                       
                                                                                
CURRENT OWNERSHIP:                   Paul M. Thysen and Betty O. Thysen 
                                     Trust 
                                       
UTILITIES:                           Municipal services (water, electricity     
                                     and sewer) are available and connected.    

SITE SIZE:                           3.68 acres                                 

SITE DENSITY:                        37.8 units per acre                        
                                                 
FLOOD ZONE:                          Zone B per Panel #060202-0002 D (11/4/81)  
                                                                       
YEAR BUILT:                          1972-1976
                                     
NET RENTABLE BUILDING AREA (sf):     88,372                                     
                                                                                
COMMON AREA AMENITIES:               Greenbelts, asphalt driveways, walks, 1
                                     swimming pool, 14 laundry rooms.
OCCUPANCY CHARACTERISTICS:                                                      
No. of Vacant Unleased Units:        0 (as of inspection date)                  
No. of Pending Evictions:            0                                          
                                                                                
                                                                                
ACTUAL NUMBER OCCUPIED UNITS:        
     on 9/28/96 and OCCUPANCY RATE:  139 (100%)
                                                                                
                                                                        
PROJECTED AVERAGE OCCUPANCY                                                     
     for the YEAR ENDING 1996:       96-98.0%                                


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The Westlake Apartments, Salinas, CA

GROSS ACTUAL REVENUE 
  as reported for 1995:             $813,068 (includes "other" income)          
                                                                                
ACTUAL MONTHLY RENTAL INCOME                                                    
  as reported as of 8/28-96:        $74,643                                     
                                                                                
STABILIZED NET INCOME EST.                                                      
as of APPRAISAL DATE:               $448,468                                    
                                                                                
EST. EXPOSURE and MARKETING TIME:   2-6 months marketing/4 month exposure       
                                                                                
CONDITIONS TO APPRAISAL:            No unusual conditions. Reference is made to 
                                    Assumptions & Limiting Conditions in Addenda

================================================================================
MARKET VALUE "as is": $5,400,000    September 28, 1996 (4 month exposure period)
================================================================================


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The Westlake Apartments, Salinas, CA

PURPOSE OF THE APPRAISAL
================================================================================
The purpose of this appraisal is to estimate the market value "as is" of the fee
interest for the real estate only.

"Market Value," as used in this appraisal, is defined as "the most probable
price which a property should bring in a competitive and open market under all
conditions requisite to a fair sale, the buyer and seller, each acting prudently
and knowledgeably, and assuming the price is not affected by undue stimulus.
Implicit in this definition is the consummation of a sale as of a specified date
and the passing of title from seller to buyer under conditions whereby:

      o     Buyer and seller are typically motivated;

      o     Both parties are well informed or well advised, each acting in what
            he considers his own best interests;

      o     A reasonable time is allowed for exposure in the open market;

      o     Payment is made in terms of cash in U.S. dollars, or in terms of
            financial arrangement comparable thereto; and,

      o     The price represents the normal consideration for the property sold
            unaffected by special or creative financing or sale concessions
            granted by anyone associated with the sale."

      (*Source: Office of the Comptroller under 12 CFR, Part 34, Subpart
        Appraisals, 34.42 Definitions [f])

"Market value 'as is' "means an estimate of the market value of a property in
the condition observed upon inspection and as it physically and legally exists
without hypothetical conditions, assumptions, or qualifications as of the date
of inspection.."

FUNCTION OF THE APPRAISAL
================================================================================
The function of this appraisal is for the exclusive use of NationsBank, its
subsidiaries, and/or affiliates, for loan underwriting purposes in conjunction
with a portfolio purchase that includes this property. It may be used in
connection with the acquisition, disposition and financing of the sale of the
property.

VALUATION DATE
================================================================================
The date of valuation is September 28, 1996. This is the date of the last
property inspection.


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The Westlake Apartments, Salinas, CA

PROPERTY RIGHTS APPRAISED and DEFINED
================================================================================
The unencumbered fee simple estate of the property has been valued. This
ownership interest is defined as:

"Absolute Ownership Unencumbered by any other interest or estate; subject only
to the limitations of eminent domain, escheat, police power, and taxation".

Leases of seven to twelve months are considered short in duration and do not
create any favorable leaseholds by the tenants. Technically speaking, the leased
fee interest is being valued, although a percentage of the rental units are on a
month-to-month basis. Because of the nature of a short term lease, as well as a
strong correlation between contract and market rent, the value estimated for the
subject property is essentially reflective of the fee simple interest.

IDENTIFICATION and LOCATION OF SUBJECT PROPERTY
================================================================================
The subject property in this appraisal consists of the Westlake Apartments
located in the southern-most section of the city limits of Salinas. The Westlake
Apartments are located one block south of Blanco Road and within one block west
of State Highway 68. The mailing address is 25-82 Stephanie Drive in Salinas,
California, 93901. The Monterey County Assessor Parcel Numbers are 207-101-030,
207-101-034 and 207-101-035. A legal description is included in the preliminary
title report which is made a part of this appraisal.

PROPERTY HISTORY and OWNERSHIP
================================================================================
Title to the property is vested in:          Paul M. Thysen Trust

The property has not transferred over the required reporting period. It is
currently in escrow as part of a multi property portfolio sale.

THE WESTLAKE APARTMENTS-OVERVIEW
================================================================================
The Westlake Apartments is a 139-unit apartment complex located on three (3)
separate and legal parcels comprising 3.68 acres and configured in seven (7) 2&3
story buildings. Not included is the on-site manager's office located at 60
Stephanie Drive. Two of the seven buildings are located on one parcel (APN#
207-101-030) at the westerly portion of the development across the street from
the major portion of the complex that contains five buildings on two parcels
(APN# 207-101-034 & 035). The Westlake Apartments were built beginning in 1972
and, after some additions, were finally completed in 1976. The two 3-story
buildings that are located within the cluster of five on the south side of
Stephanie Drive contain elevators. The two 3-story buildings located at the
westerly-most section of the complex across the street also have an elevator
system. The interiors of the two buildings have common hallways. Some of the
units are afforded views of the large agricultural tracts of South


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The Westlake Apartments, Salinas, CA

Salinas to the south and east. Only eight (8) of the 139 units have fireplaces;
these are the 624 sf plan (3 units) and the 720 sf plan (5 units). The Westlake
Apartments complex has a total of 197 parking spaces of which 134 are covered.

Amenities offered by the Westlake Apartments include lawn-greenbelt areas, one
swimming pool, and (14) laundry rooms. Utilities provided by the landlord
include water, trash removal, sewer, and basic cable television for all of the
units.

In conclusion, the overall exterior appearance of the subject property (Westlake
Apartments) is considered above average to good and reflective of other more
recently constructed and competing high density residential developments within
the North Salinas area.

The reader is directed to the Improvement Description of this report for further
comments regarding the individual units and their respective interior
improvements.

THE EXTENT of THE APPRAISAL PROCESS
================================================================================
The extent of the appraisal process encompasses the necessary research and
analysis to prepare a report in accordance with the intended use, the Uniform
Standards of Professional Appraisal Practice as set forth by the Appraisal
Foundation, and the Standards of Professional Practice of the Appraisal
Institute.

With regard to the valuation of the subject property, the following steps were
involved:

      1.    The property was last inspected and photographed on September 28,
            1996. This date is considered the "effective date" of this
            appraisal.

      2.    The overall exterior site and buildings of the Westlake Apartments
            (subject property) was personally inspected by the appraiser. The
            on-site office manager provided interior access to each of the
            various unit types within the developments. The appraiser was able
            to physically measure a representative unit of a studio, one bedroom
            and two bedroom floorplan.. The subject is valued assuming that the
            net rentable areas of the typical unit sizes are representative of
            the complex as indicated by Lincoln Residential Services.

      3.    Regional, county, city, and neighborhood data were based on
            information taken from a variety of sources, including, but not
            limited to, City of Salinas Planning Department, Monterey County Tax
            Assessor's Office, City of Salinas Public Works Department, City of
            Salinas Building Department, the Association of Monterey Bay Area
            Governments, Salinas Chamber of Commerce, independent private
            studies, newspaper articles and my own files.

      4.    Research and investigation of current market conditions for
            apartment properties in the city of Salinas.


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The Westlake Apartments, Salinas, CA

      5.    Interviews with brokers, appraisers, property owners and/or managers
            and lenders, as well as the relevant public agencies as described
            above.

      6.    The highest and best use was formed by information gathered in the
            previous steps.

      7.    After assembling and analyzing information defined in this extent of
            the appraisal process, final estimates of market value by each
            applicable valuation method were made.

      8.    And, finally, a single value estimate from within the concluded
            value by each approach was made. Greatest weight was given to those
            approaches felt to have the most influence on the purchasing
            decision.

Unless otherwise stated in the report, the existence of hazardous materials,
which may or may not be present on the property, was not observed by the
appraiser. The appraiser has no knowledge of the existence of such materials on
or in the property. The appraiser is not qualified, however, to detect such
substances. The presence of toxic or caustic substances or other potentially
hazardous materials may affect the value of the property. The value estimate is
predicated on the assumption that there are not such materials on or in the
property that would cause a loss in value. Any such findings which would
indicate otherwise could result in a decrease in value.


COMPETENCY STATEMENT
================================================================================
In accordance with the competency provision in the USPAP, the appraiser
certifies that his education, experience and knowledge is sufficient to appraise
the type of property being valued (apartment complex) and that no appraiser has
provided significant professional assistance to the person inspecting the
subject property in the completion of the analysis other than those mentioned in
the Certification of Appraisal (see Addenda).

Robert Saia, MAI has appraised this property type in the past and has the
knowledge and experience necessary to complete this appraisal assignment. See
Appraiser's Qualifications in the Addenda for additional information.

The appraiser's analyses, opinions and conclusions were developed and this
report has been prepared in conformity with the Uniform Standards of
Professional Appraisal Practice (USPAP) Standards 1-3, and NationsBank appraisal
policy. This appraisal assignment was not based on a requested minimum
valuation, a specific valuation or the approval of a loan.

The Departure Provision in the USPAP was not utilized in the preparation of this
report.

The appraiser's compensation is not contingent upon the reporting of a
predetermined value or direction in value that favors the cause of the client,
the amount of the value estimated, the attainment of a stipulated result or the
occurrence of a subsequent event.


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The Westlake Apartments, Salinas, CA

REGIONAL ANALYSIS
================================================================================
Market value is affected by a number of externalities; e.g., geographic,
economic and environmental, governmental forces, utility, supply & demand and
effective purchasing power. Real estate is affected by externalities more than
any other economic good, service, or commodity. It is imperative that an
appraiser observe and analyze external influences in order to identify patterns
and trends, and how they relate to the subject property. Trends such as
population shifts, declining apartment occupancy rates, or increased housing
sales in an area are relevant in order to understand the real estate
marketplace. Thus the Regional Description & Analysis is important in this
appraisal because it establishes the basis for determining the highest & best
use of a property as well as information used in applying the three approaches
to value. The scope of this regional analysis relates to the type of property
being appraised, its complexity and the approaches used to estimate value.

Monterey County is located in a portion of California that is often referred to
as the "Central Coast," which encompasses the area known as the "Monterey
Peninsula." The county is oriented northwest to southwest, and runs parallel to
the Pacific Ocean. The county has a relatively long and narrow shape, with an
average of only 30 miles; elevations range from sea level to 5,844 feet atop
Junipero Sierra Peak, located 12 miles inland in the Santa Lucia Range.

Monterey County is bounded by the Pacific Ocean on the west, Santa Cruz County
to the north, San Luis Obispo county to the south, and San Benito, Kings and
Fresno counties to the east. The area is located approximately 125 miles south
of San Francisco and 350 miles north of Los Angeles. Approximately 105 miles of
California's 840 miles of coastline lie along the westerly boundary of Monterey
County.

On the whole, Monterey County has a rural orientation, with substantial tracts
of land devoted to agriculture and open space uses. The county encompasses 3,784
square miles, or approximately 2,127,400 acres of land area. An interesting
statistic is that nearly 27 percent of this total county area is
government-owned. Twenty-five percent is owned by the federal government with
major holdings such as Fort Hunter Liggett, Fort Ord, Los Padres National Forest
and Camp Roberts. The remaining two percent is controlled by the state and
county.

Geographical location and features exhibit strong influences on the county's
climate. The Pacific Ocean is responsible for the county's Mediterranean
climate, characterized by year round moderate temperatures, cool, dry summers,
and short, rainy seasons. Pacific winter storms are blocked by the Santa Lucia
Range, allowing considerably less rain to fall on the Salinas Valley.
Temperature and rainfall have important implications for the county's two major
economic staples, agriculture and tourism. Mild temperatures allow for
exceptionally long growing seasons for farming. Rainfall patterns, while
following predictably dry weather, require reservoir and ground water storage to
meet year round irrigation needs.

Population

Approximately one half of the county's population lives within the seven
incorporated cities and adjoining unincorporated areas of the Monterey
Peninsula. The eight principal cities are


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The Westlake Apartments, Salinas, CA

Monterey, Marina, Seaside, Sand City, Del Rey Oaks, Pacific Grove, Cannel-by-the
Sea and Salinas. The incorporated areas consist of 31.5 square miles, or about
one percent of the county's total land area. The major factor for the high
population density of the Monterey Peninsula vis-a-vis the rest of the county,
is the unsurpassed natural beauty of the area --especially the coastline and
beaches.

Based on the most recent U.S. Census (January 1, 1990), the population of
Monterey County grew by approximately 24 percent during the last decade. This
growth has helped push the county's total population up to approximately 382,547
in 1994. For reference, the county's growth rate over the preceding decade was
just under the state's overall gain of 26 percent. In the previous census period
(1970-1980) the county's total population grew 17 percent, from 247,450 to
290,444.

While county's growth has been strong, the level varies from area to area. As
shown below, the population of Salinas, the largest city and the county seat,
increased by 35.2 percent between 1980-`90. The growth in Salinas constitutes
approximately 43 percent of the county's total population increase during that
period. In contrast, the population of the city of Monterey increased by a more
modest 16 percent over that census period. As shown, not all communities in the
county experienced tremendous population growth. Population growth was much
steadier in the cities of Seaside, Pacific Grove and Del Rey. In large part,
growth in these communities is limited due to a lack of developable land.

MONTEREY COUNTY: Population Growth 1980 - '90
(1990 U.S. Census)
- --------------------------------------------------------------------------------
City/Area                  1980         1990        Total No.       % Change
- ---------                  ----         ----        ---------       --------
Salinas                   80,479      108,777         28,248         +35.2%
Seaside                   36,567       38,901          2,334          +6.4%
Monterey                  27,558       31,954          4,396         +16.0%
Marina                    20,647       26,436          5,789         +28.0%
Pacific Grove             15,755       16,117            362          +2.3%
King City                  5,495        7,634          2,139         +38.9%
Greenfield                 4,181        7,464          3,283         +78.5%
Soledad                    5,928        7,146          1,218         +20.5%
Gonzales                   2,891        4,660          1,769         +61.2%
Carmel-by-the-Sea          4,707        4,239          (468)          -9.9%
Del Rey Oaks               1,557        1,661            104          +6.7%
Unincorporated Areas      84,679      105,252         20,573         +24.3%
- --------------------------------------------------------------------------------

The most recent population estimates show that the population of Monterey
County, based on the January 1, 1995 estimates for California cities and
counties prepared by the State of California Department of Finance, was 382,547.
Recent trends show most of the increase occurring in the Salinas Valley cities
rather than on the Monterey Peninsula. For example, in 1993, the fastest growing
city in the county was Soledad (+6.1%), with nearby Greenfleld (+5.3%) and Sand
City tying for second place. Population growth in Soledad is largely
attributable to an expansion of the state Correctional Facility and the
development of two large residential subdivisions. Greenfield's city manager
reported that population growth has been spurred by reasonable prices for single
family detached housing but that future growth is limited due to a lack of land.


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The Westlake Apartments, Salinas, CA

Based on projections by the State Finance Department, released in April 1993,
Monterey County is projected to post a 15.6 percent gain in population by the
year 2000 --representing an increase to approximately 414,000 people. In
contrast, San Benito's population is projected to increase by 37 percent by the
year 2000; Santa Clara County's by 13.4%; 14.4% for Santa Cruz County; and,
21.6% statewide.

Below are the Finance Department's projections by county through the year 2030.

PROJECTED POPULATION GROWTH
(Calif. Dept. of Finance)

- --------------------------------------------------------------------------------
County               1990          2000         2010          2020          2030
- ------               ----          ----         ----          ----          ----
Monterey          356,000       414,000      485,300       574,100       670,900
San Benito         37,000        50,700       66,500        83,200       100,900
Santa Clara     1,502,200     1,703,900    1,839,700     1,958,600     2,064,100
Santa Cruz        230,800       264,000      291,800       322,300       354,100
Statewide      29,976,000    36,444,000   42,408,000    48,977,000    56,100,000
- --------------------------------------------------------------------------------

Transportation

The major passenger transportation system in the county is via private
automobile. The freeway system consists of Highways 101, 1 and 183; and, State
Routes 156 and 68. Highway 101 runs north and south from San Francisco, along
the West Bay, and through San Jose toward Los Angeles. Highway 1, the Coast
Highway, runs north and south from the coastal region of San Francisco and
through Santa Cruz toward San Luis Obispo County. Highway 68, the
Salinas-Monterey Highway, intersects with Highway 1 and connects the Monterey
Peninsula with the Salinas Valley to the south and Highway 101 to the north.
There are 1,300 miles of county roads and approximately 500 miles of city
streets for a total of 2,000 road miles in the county.

In Monterey County, AMTRAK provides rail passenger service, and the Southern
Pacific Transportation Company provides rail freight service. Salinas is the
only city in the county that now has rail passenger service. SPRR is the main
line between Los Angeles and San Francisco.

The Monterey Peninsula Airport provides air freight and passenger service in and
out of the county. Over the past 20 years, the airport has shown a moderate
growth pattern. In 1970, the number of passengers totaled 411,497. In
comparison, the number of passengers had grown to 523,040 by 1989 (+1.4% per
annum). Today, passenger service is provided by United, Wings West, Pacific
Coast Air and West Air. The cities of Salinas and King City both have municipal
airports. And with the closure of Fort Ord, Marina has discussed plans to
convert Fritzsche Army Airfield into its own municipal airport.

There are harbors at Monterey and Moss Landing (4 miles from the subject) which
have boating facilities with a reported 2,000 small crafts launching from its
ramps every month. Approximately 1,800 transient crafts visit the harbors
annually. Monterey Bay and Monterey harbor areas attract a significant portion
of the tourism industry that provides jobs and an economic base for the Monterey
Peninsula area and the county as a whole.


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The Westlake Apartments, Salinas, CA

Fort Ord and the Military Influence

With its various military installations located throughout the Monterey
Peninsula area, including control of approximately 27 percent of all of the land
in the county, the influence of the military on Monterey County has been
significant. This influence has had a considerable financial impact, including
military and civilian payrolls, local purchase and contracts, construction in
the area, as well as the increase in government aid to local schools due to the
military population in the area. The local housing market has also been
significantly effected by the presence of the military. This impact, however,
has been primarily on the apartment rental market in the communities of Marina
and Seaside. In addition, it has had some minor negative impact on mobile home
parks in the general area. Being approximately 20 miles northeast of Fort Ord,
impact from the base closure has been minimal and not measurable. Given that the
Ford Ord area is not in the immediate environs of the subject property, the
effect of the base closure on the Boronda Manor Apartments has not been minimal.

The closure of Fort Ord was the dominant economic news for the county during
1994. The closing was the single largest national closure to date, with most of
the base's 35,000 residents and $600 million payroll moving to other bases.
Currently, the base's 44 square miles of land is being administered by the Fort
Ord Reuse Authority. Local communities formed the Fort Ord Reuse Authority as an
advisory planning committee which under an agreement formed a Fort Ord Joint
Powers Agency (JPA). The JPA agreement gave voting membership to the cities of
Marina, Seaside, Sand City, Del Rey Oaks, Monterey, and Salinas and extended
non-voting status to Pacific Grove and Carmel. The county is also a voting
member. The premise of the JPA was to create a forum for discussing reuse
issues; to facilitate community involvement and to speed up the decision process
via a cohesive voting unit.

Initially, the base closure stirred dire predictions about the short-term impact
on the county. However, as the closure set in, the immediate economic impact was
much less severe than expected, and limited primarily to the adjacent
communities. Fort Ord was so large that much of the base was self-contained with
its own housing, stores, services, and restaurants.

The long-term prospects after closure are encouraging, assuming the base's land
can be opened to large scale private sector development. In fact, the first
major reuse of the base was the opening of the California State
University-Monterey Bay which opened its doors on August 28, 1995 to 633
students.

The state university at Fort Ord "is expected to grow substantially over the
years, attracting students, well paid employees, research dollars and private
businesses," according to the 1995 BT Commercial Real Overview published in
April 1995.

The Fort Ord complex was the largest military installation in the county with a
total of 28,057 acres --nearly the size of the city and county of San Francisco.
Approximately 22 percent of the base (6,250 acres) was developed with barracks,
housing, motor pools, administrative buildings, and various other support
facilities.


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The Westlake Apartments, Salinas, CA

Other military installations on the Monterey Peninsula include the Presidio of
Monterey, which is the home of the Defense Language Institute (foreign language
school for all branches of the armed forces); the United States Naval Post
Graduate School (NPGS), and the United States Coast Guard Station. The United
States Department of Interior maintains 304,035 acres in the Los Padres National
Forest and 164,503 acres along the Big Sur coast in the Ventana wilderness.

Fort Ord Reuse Plans

After more than six years of planning, the final version of the Fort Ord reuse
plan shows a closed military base converted to a huge community of new homes,
businesses, schools, parks, hotels and golf courses.

The four volume reuse plan, filed in public libraries in the area during the
first week of June 1996 by the Fort Ord Reuse Authority, has evolved from the
days when a 250 member community task force first saw the base as an educational
center.

Along the way, planners ruled out suggestions that Fort Ord might give way to a
"Disneyland in the dunes", an industrial center with 12 story high rises
sprinklered about, or an endless shopping center with no room for houses.

The more realistic, final plan, which the FORA board is expected to act on in
July includes market research, financing analyses, economic forecasts and
population projections.

Still, the numbers in the reuse plan are almost overwhelming:

- -Nearly 4,000 acres of land available for private owners, an area six times the
size of Carmel.

- -More than 13,000 new houses to be built, half as many as now exist in Salinas.

- -About 12 million square feet of industrial parks and office complexes, enough
to fill an area 20 times the size of Del Monte Shopping Center in Monterey.

- -More than 45,000 new jobs in those businesses, a third as many as now exist in
the entire county.

- -A new community of more than 71,000 people, twice as many as now live in
Monterey.

- -About 1,800 hotel rooms, three times as many as the Hyatt Regency in Monterey
and eight times as many as Embassy Suites in Seaside.

- -Development costs of $451 million over the next 20 years, as much money as it
takes to run the city of Pacific Grove for 50 years.

The plan shows development, including the 800 acre military enclave left behind
as the Presidio of Monterey Annex, the 1,300 acre California State University at
Monterey Bay (CSUMB), the 845


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The Westlake Apartments, Salinas, CA

acre Marina Municipal Airport and as many as seven golf courses, covering about
a third of the 44 square file base.

About 18 percent of the land at Fort Ord has been developed. Another 14 percent
is slated to be developed in the next 60 years, according to the reuse plan.

About two-thirds of the base is to be preserved in its natural state by the U.S.
Bureau of Land Management (BLM), the State Department of Parks and Recreation,
the University of California Natural Reserve System, the county, and the city of
Marina.

The environmental impact report for the reuse plan fills one of the volumes, a
327 page document, filed in early June as FORA's proposed final plan.

The environmental analysis doesn't have many specifics because a special state
law allows that at Fort Ord. The reuse plan, which has taken six years and many
political battles to achieve, is seen as a master sketch, with details and
designs to be filled in as individual development projects emerge.

Fort Ord's Impact on the Local Economy

It is extremely difficult to accurately ascertain the full impact that Fort
Ord's closure has had on the local economy because California was suffering
through a recession during the early part of the 1990's when the base was
closing. The recession has made it difficult to isolate how much of the impact
the close of Fort Ord has had on the economy. What has been evident is that
there was a short-term glut of rentals on the Monterey Peninsula. Surrounding
communities, especially Marina, Seaside and Sand City suffered the greatest
negative impact as the closure process evolved. Conversely, the prestigious
residential areas such as Pebble Beach, Carmel and the more upscale areas of
Monterey were not impacted by the closure. Similarly, the City of Salinas'
housing market was not adversely affected to a significant degree.

In the Salinas Valley the base closure has had little to no significant impact.
Rather, population growth and new development in the area of Salinas continued
to be most effected by issues such as the shortage of water and salt-water
intrusion. In general, the Salinas Valley could be described as being somewhat
of an isolated market area. As such, a Salinas Valley location became more
desirable, as investor's uncertainty associated with Fort Ord's closure was
primarily directed at investment properties located on the Monterey Peninsula.

Overall, a somewhat stagnant to moderate housing market appears to be the
continued status for the general area over the short term, although there are
signs that economic conditions are improving. This is especially the case in
nearby Santa Clara County ("Silicon Valley") where the housing and rental
markets have exploded due to strong job growth. Little investment activity
and/or new construction is anticipated in the communities adjoining Fort Ord, at
least until the major issues surrounding the redevelopment/reuse of the base are
resolved. As discussed, there are several issues surrounding the base closure
and its reuse which need to be resolved before the prevailing atmosphere of
uncertainty blanketing the local real estate market is cleared.


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The Westlake Apartments, Salinas, CA

Business / Industry

Monterey County, with a full-time civilian work force of approximately 172,000
- -175,000 workers, has two major urban areas --Salinas and the Monterey
Peninsula. As shown on the following page, employment in Monterey County (not
including agriculture) is projected by the Employment Development Department
(EDD) to average 113,100 in 1996, which will be 2,400 jobs above the 1989 annual
average. At just +2.2 percent, this very small gain in jobs reflects EDD's
assessment of the impact of the Fort Ord closure.

Unemployment rates in Monterey County have been consistently higher than for
California as a whole. The seasonal nature of the county's economy accounts for
double-digit unemployment in the winter when agriculture, food processing, and
tourist-oriented industries are at a lull.

Agriculture

While the economy of Monterey County is diversified, agriculture is the county's
leading industry and the mainstay of the local economy. Agriculture provides
approximately 1/4 of the county's basic income. Almost 1/5 of California's
top-producing crop farms are located in Monterey County. With 86 fanning
operations, the county ranks second in the state, behind Fresno County with 97
farming operations. A farming operation is defined as a farm producing a crop
with a value in excess of $4 million. The county ranks third in the state in
gross dollar agricultural production, making it one of the top ten producing
counties in the nation. Monterey County has a total of 976,000 acres used
exclusively for agriculture and another 343,680 are combined agricultural and
grazing land. The county's highly productive agricultural land is often referred
to as the "fog belt" agricultural area of California. The long growing season in
this area makes it possible to grow as many as three crops annually.

Nationwide, the county leads in the production of lettuce, broccoli, artichokes,
cauliflower, mushrooms, and strawberries. According to the county's agricultural
commissioner, strawberries were the third-ranked cash crop in 1994, behind
broccoli and head lettuce.

Despite the damage done by the 1995 historic floods, the crop value for Monterey
County agriculture surpassed the $2 billion mark, after creeping toward the
milestone for several years.

The 1995 crop value, $2.03 billion, market a 4.8 percent increase over 1994.
Among the top 12 crops, the order in terms of dollar value remained almost
identical to that of 1994.

Besides breaking local production records, Monterey County surpassed Kern County
in 1995 to become the third in the state in gross dollar value of agriculture.
It was surpassed by only Fresno and Tulare counties. By the same measure,
Monterey County also is the largest vegetable producing county in the United
States. The crop value for the state of California stands at $20 billion.


 Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095  14
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The Westlake Apartments, Salinas, CA

Assuming water for irrigation remains sufficient, employment in agriculture is
projected to increase as growers expand production of vegetables and
labor-intensive strawberry and nursery crops. But because of foreign
competition, the rate of growth will be slower through 1996 than over the past
seven years. Foreign demand for the county's produce remains strong, however.
Additional market growth is also expected as the pre-cut salad mix processing
market is rapidly expanding.

Agriculture continues to be effected by water availability. Even with above
normal rainfall in 1993 and 1996, the effects of years of drought have brought
to focus the water issue. At this time, the issue of sufficient water supply and
overdrafting (saltwater intrusion) are being addressed through water
conservation and other management practices which have included moratoriums on
new development. Other issues facing the agriculture industry include nitrates
leaching into groundwater and soil compaction.

Tourism/Convention Industry

Following agriculture, the health of the county's business and industry is tied
to the tourism/convention industry. According to the California Office of
Tourism, an estimated 5 million visitors spent $1.2 billion in 1991 in traveling
to Monterey County. That total represented about 2 percent of statewide travel
spending that totaled $54.1 billion.

As shown in the following table, Monterey County ranked ninth among the state's
counties in total travel dollars spent in 1991.

TRAVEL IMPACTS BY COUNTY
(Office of Tourism)

- --------------------------------------------------------------------------------
Travel Expenditures Payroll Employment Tax Receipts ($000)

County            ($000)         ($000)      (Jobs)          Local & State
Los Angeles    $13,617,556    $3,316,360    $154,734     $221,008      $391,987
San Francisco    5,777,445     1,524,457      63,236       99,816       133,011
Santa Clara      1,816,493       414,511      26,269       39,982        62,715
Alameda          1,502,588       353,077      19,663       25,024        46,024
San Mateo        1,496,321       363,301      18,626       26,209        41,447
Monterey         1,062,686       199,309      16,210       29,922        45,087
Sonoma             571,605       117,118       8,788        9,660        26,355
Santa Cruz         385,672        80,350       5,347        7,464        13,561
Napa               321,794        67,972       5,078        7,023        13,489
San Benito          49,459         8,713         724          591         2,327
- --------------------------------------------------------------------------------

The Association of Monterey Bay Area Governments (AMBAG) estimates that 15
percent of total employment in the county and about 45 percent of all services
and trade employment in the county are supported by tourism. The Monterey County
Hospitality Association estimates that


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The Westlake Apartments, Salinas, CA

the industry is directly responsible for creating over 16,000 jobs locally with
a payroll of nearly $200 million. And including the estimated 10,000 indirect
jobs, the payroll increases to $322 million. By the Monterey County
Hospitality's estimates, the "trickle-down" effect of tourism puts the total
impact at $4 billion to $5 billion. Restaurants, hotels and inns, retail trade,
numerous publications, and a variety of other service-oriented businesses are
directly dependent on the tourist trade for their welfare.

Based on 1989 data, there was a total of 220 lodging facilities in Monterey
County consisting of 10,381 rooms. Because the majority of the tourism industry
is centered around the hotel and convention complexes, it has more of an impact
on the Monterey Peninsula area. The Monterey Peninsula area provides for a
plethora of recreational and cultural activities which in combination with the
natural scenic beauty create a tremendous attraction for tourism. The area has a
number of public beaches that cater to swimming and sunbathing as well as
surfing and scuba diving. In addition to the beaches, there is boating and
sailing as well as two yacht clubs servicing the Monterey Peninsula. The area
also boasts a number of parks and campgrounds, including the Los Padres National
Forest and State beaches and parks. Within these parks and reserves, there are
facilities for riding, hiking, hunting, and fishing. There is also the renown
Del Monte Forest area and its 17-Mile Drive; Cannery Row and Fisherman's Wharf,
as well as the Carmel-by-the-Sea and the ocean-front drives of the peninsula
communities.

The growth of the tourist industry is reflected in the continuous extension of
the visitor season. More and more small business meetings, conventions and
recreational events are now being held on a year-round basis. Although travelers
and visitors to the Monterey Peninsula area come from all over the world, the
primary points of origin are from within California, particularly within one
day's driving distance. Again, attractions such as the Monterey Bay Aquarium and
John Steinbeck's Cannery Row, as well as the Monterey Fisherman's Wharf,
continue to be prime sources of vacation and tourism attractions.

Paralleling the growth of the travel & lodging industry, was the development of
the Monterey Bay Aquarium. The aquarium was approved by the coastal commission
in 1978 and the 60,000 square foot facility was completed in 1985. The entire
cost of the $50 million aquarium was absorbed by the philanthropist/businessman
David Packard. The aquarium drew 2.227 million visitors in its first year and
has averaged approximately 1,730,000 annually through 1991 --making it the
single largest tourist attraction in the county. A substantial expansion to the
facility is now underway. Upon completion of the expansion, attendance is
expected to substantially increase.

Occupancy for hotels and motels often reach 100 percent during peak season on
the Monterey Peninsula. In fact, visitation patterns are being strongly affected
by the lack of available rooms. The major limiting factor to the growth of the
tourist industry in Monterey County in the future will be accommodations and
facilities. According to statistics provided by the Monterey Peninsula Chamber
of Commerce, the average occupancy rate has been approximately 65-75 percent,
although 1996 is turning out to exceed those numbers.

In an effort to further promote tourism, leaders in Monterey County's tourism
industry are beginning an ambitious campaign to market the area. The general
plan is to form an alliance


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The Westlake Apartments, Salinas, CA

among merchants, city officials and representatives of major events such as the
Monterey Jazz Festival and Sports Car Racing Association of the Monterey County.

The strategy for expanding tourism in the county is to spread out the times when
visitors come to the county and to advertise the attractions of the region,
rather than just Monterey, Pebble Beach or Carmel. Traditionally, the tourist
season peaks from Memorial Day to Labor Day. Additionally, the alliance would
like to also extend the average stay from two to three days in the county. To
that effect, tourists would be encouraged to spend time touring the Big Sur
Coast, wineries of Salinas and Carmel Valley, John Steinbeck's Salinas, and even
the lesser-known missions of San Antonio and Soledad.

The concept of "ecotourism" is also being promoted as a means of courting more
visitors to the county. Monterey County, by virtue of its fragile ecosystem,
scenic natural beauty and 20 years of "no growth" planning policy appears
ideally suited to this new industry. Because the future of Monterey County may
very well depend on its natural environment, "ecotourism" represents a mutual
interest of both business and environmentalists. Thus the adverse impacts of
increased traffic, use of precious water and growth of facilities geared to
tourists are sure to be carefully weighed as community leaders look towards
expanding the tourism industry in order to offset losses from the closure of
Fort Ord.

Monterey County's tourist season has traditionally run from Memorial Day to
Labor Day, but recent patterns of hotel occupancy and retail sales show that the
season starts and ends later.

The summer 1995 aquarium attendance was up 10% over 1994. In June and July 1995,
attendance was up 7 percent and 7.6 percent, respectively, over the same months
of last year. August was expected to experience increases of up to 5 percent,
according to Mr. Jim Hekkers, vice president of external affairs at the Monterey
Bay Aquarium.

Commercial Market

The county's office market caters primarily to small local service business,
while most regional and national companies are located on the Garden Road/Ryan
Ranch/Highway 68 corridor, drawn by newer buildings, attractive rents, better
parking ratios, and large contiguous spaces.

The industrial market is "tight" in Monterey County. Vacancies are minimal and
have continued to decline. Contiguous blocks of available space over 15,000
square feet are non existent. Most knowledgeable real estate brokers expect
rents to increase slightly over the next year. New development should be limited
because of minimal available industrial-zoned land.

The local retail market may seem crowded with large shopping complexes on the
drawing boards in Salinas and Sand City, but marketing reports and consultants
say there's room for more.


 Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095  17
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The Westlake Apartments, Salinas, CA

Housing Market

Monterey County's real estate sales surged in April/May 1996 with total sales
coming in 67 percent higher than for the month last year. The increased activity
has promoted optimism about a recovering market. The median home price for the
county is approximately $300,000. This is up slightly over the past year.

Regional Description & Analysis --Conclusion

A survey of statistics on agriculture, home sales, retail sales and other
indicators shows that the Monterey County economy is proving wrong the dire
predictions made before Fort Ord closed down. For decades, farming and the
military were the area's two economic mainstays. Today agriculture remains
paramount, but other sectors are changing rapidly to fill the void created by
the base closure.

Jobs

While unemployment estimates remain seasonally high, county business have added
more than 6,000 new jobs in the past 12 months, mostly in agriculture and
service related fields, according to the State Employment Development
Department.

Construction

Although the county construction permits dropped by about 4 percent in 1995,
when compared to the year before, to about $319 million, single family dwelling
starts have bolstered this year's construction, which is about 20 percent ahead
of last year's rate. In addition, government projects are still underway,
including the $100 million Natividad Medical Center in Salinas. Completion is
expected in early 1997. Built around a courtyard, the new facility will offer
patients an array of outpatient services devoted to the needs of families, women
and children. Construction has started on the 680,000 square foot Westridge
Shopping Center in Salinas. It is expected that the Wall Mart Store will open in
February 1997.

Real Estate Sales

Although Monterey County is considered the second least affordable area in the
country, higher priced homes on the Peninsula are still attractive, particularly
to the people in the 45 to 54 age range.

Agriculture

Monterey's total crop ranks third in the state in total dollar value, behind
Fresno and Tulare counties. In terms of vegetable production,, the county is the
largest in dollar value in the country. The county's crops amounted to 10
percent of the statewide crop total of $20 billion in 1995.

Tourism

The area's coastline, golf courses and resorts attract visitors from throughout
the world. In 1995, attendance at the Monterey Bay Aquarium was 1.6 million and,
with the opening of the Outer Bay wing in March, attendance is expected to go as
high as 2.2 million this year, according to aquarium officials.


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The Westlake Apartments, Salinas, CA

CITY OF SALINAS-COMMUNITY PROFILE
================================================================================
The City of Salinas, incorporated in 1874, is located eight miles inland from
the Monterey Bay, at the head of the Salinas Valley. The level fertile floor of
the valley tapers to a funnel just north of the City. The original King's
Highway, now called El Camino Real and/or Highway 101, traverses the approximate
center of the valley floor from the Prunedale area of rural north Monterey
County to King City to the south. Other cities located in the valley south of
Salinas includes Chular, Gonzales, Soledad, Greenfleld, San Lucas, and San Ardo.
A map of the city appears in the Addenda.

Salinas has been recognized historically as the distribution center for
agricultural products from the Salinas Valley, one of the world's richest, most
fertile growing areas, with approximately 1,000 square miles of land. The
economic base of Salinas has always been agriculturally oriented; however,
during the past decade, rising property values have helped to make the city of
Salinas a bedroom community of the Monterey Peninsula.

Salinas has become the population growth center of the Monterey Bay region.
Recent projections show the city will continue to grow at an annual rate of 3
percent.

There are 100 manufacturing firms in Salinas. The leading group classes of
products are food, electronic components and electrical products. The largest
manufacturing firms in the community are: Simplot Corporation, 550 employees;
National Refractories, 419 employees; Integrated Device Technology, 360
employees; Radionics, 359 employees; and McCormick & Company, Inc. (Shilling),
350 employees.

The city has three distinct geographical business areas: North Salinas, East
Salinas, and South Salinas (where the Westlake Apartments are located).

South Salinas

County and city government offices are located in the south Salinas area. This
part of the city is generally known as the financial center. It has the highest
concentration of larger office buildings. One of the largest tenants in south
Salinas is the County of Monterey and its support service agencies. Salinas is
the county seat of Monterey County. As the county seat, Salinas serves as the
area's center for finance and agribusiness. It has captured nearly 40 percent of
the county's office development.

South Salinas also has the city hospital, Salinas Valley Memorial Hospital and
the downtown area. The hospital is surrounded by medical offices and single
family homes interspersed with multifamily units. There is little remaining
developable land in south Salinas; land that is undeveloped is
agriculturally-zoned and is typically being farmed. No new apartment
construction has taken place for the past several years; most complexes in south
Salinas were built from 1960 to 1975. New apartment construction will occur in
the northern part of the city, unless the city and county allow agricultural
land to be converted to residential (unlikely given the anti-conversion stance
taken by the county).


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The Westlake Apartments, Salinas, CA

Another area in south Salinas is "Old Town," which is located south of West
Market Street, along Main Street in the downtown district. This area has many
specialty retail stores, financial institutions and restaurants. The City is
actively pursuing the redevelopment of "Old Town." Since 1974, $15 million in
private investments, matched by $34 million in publicly financed improvements,
have been committed to this project. This redevelopment has revitalized the area
and has attracted many new commercial tenants to this part of the city. This
redevelopment is to include the Steinbeck Plaza, which is anticipated to be a
much-heralded showpiece of the city's downtown district. It will consist of a
mixed land-use project for the blighted 100 block of South Main Street and will
include a five-story, 94 room hotel with rooftop restaurant; a five story,
110,000 square foot office building with conference rooms and retail shops; a
four level parking garage; restaurants with a total seating of 400; and a 33,000
square foot public plaza that will include an amphitheater.

North Salinas

The north Salinas business district of the city is located along North Main
Street, south of Boronda Road and north of East Laurel Drive. The Northridge
Regional Shopping Center, with over 120 specialty shops, three savings and
loans, a bank, theater complex, and four major department stores, is located in
this area of the city. In 1985, Northridge concluded a four year expansion,
representing an investment of over $55 million. Convenience stores, financial
institutions and other neighborhood stores are also located along North Main
Street, which connects the north and south Salinas areas. Over the past five
years, with the development of Northridge Shopping Center, north Salinas has
become the retail center of the city. Office development in this part of the
city has generally been directed toward smaller buildings. North Salinas is
where most of the city's growth has taken place over the past 10 years, and it
is where it will likely continue over the foreseeable future.

East Salinas

The East/Alisal area of Salinas is generally described as that part of the city
that is located east of Highway 101 and Natividad Road. The central commercial
district is located along East Alisal. Portales de Alisal, a three level mix of
retail shops and day care center, as well as medical and other professional
offices, are planned on approximately eight acres located in the 500 block of
East Alisal Street, in the Hebron Heights neighborhood of the Alisal District.
Neighborhood retail shops, small professional office users and trades people
comprise the typical tenant profile in the east Salinas area.

Vacancy in this area is low. Very few spaces and apartments are for lease. New
retail space has leased very well as evidenced by the strong activity of a
19,600 square foot retail/shopping center located at 45 Sanborn Road. Some new
construction will occur in this part of the city, however, to a lesser degree as
compared to northern Salinas.

Population & Growth Percentage-City of Salinas vs. Monterey County

- --------------------------------------------------------------------------------
        Year              Monterey County               City of Salinas
- --------------------------------------------------------------------------------
        2000                  422,710                       144,500
- --------------------------------------------------------------------------------


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The Westlake Apartments, Salinas, CA

- --------------------------------------------------------------------------------
        1995                  370,996                       122,390
- --------------------------------------------------------------------------------
        1990                  355,657                       108,777
- --------------------------------------------------------------------------------
        1980                  289,861                        80,479
- --------------------------------------------------------------------------------
        1970                  247,450                        58,896
- --------------------------------------------------------------------------------

Monterey County-Employment by Industry

- --------------------------------------------------------------------------------
                               1992          1998 (projected)     Percent Change
- --------------------------------------------------------------------------------
     Agriculture              30,600             32,900                8%
      Services                28,300             32,000               13%
     Retail Trade             23,700             25,700                8%
     Government               27,900             26,300               -6%
    Manufacturing              8,900              9,800               10%
   Finance, Insurance,         6,300              7,000               11%
     Real Estate
   Transportation &            5,100              4,900               -4%
    Public Utilities
   Wholesale Trade             5,000              5,100                2%
     Construction              3,900              4,200                8%
       Mining                    300                200              -33%

Local Economic Developments-City of Salinas

Early in 1996 the Salinas Valley Maximum Security Prison opened its new
operation with its expanded correctional facilities. The new facility added
nearly 700 new employees; an additional 800 new employees (the highest
percentage are correctional officers) have recently been added, and by the
beginning of 1997 an additional 450 new employees may be added. The recent
hirings have already impacted the local apartment housing market throughout
Salinas; interviews with numerous apartment managers have indicated that large
numbers of newly-leased units are to correctional officers working at the
Soledad State Correctional Facility; extremely limited housing within the city
of Soledad have heavily impacted the demand for rental units in Salinas,
considered only an approximate twenty (20) mile northerly commute from the
prison. Increases in the city's services, retail trades, manufacturing,
construction, and finance sector have resulted in a stronger demand for
affordable multi-family housing units. The current shortage of rental units has
been primarily the result of local economic activity. The expansion of the
Westridge Shopping Center, a 650,000 square foot retail center, and includes a
Wall Mart Store opening in February, 1997; this will also increase housing
demand in the North Salinas area. Household Credit Corporation recently hired
200 new employees in 1996.

Residential Growth-City of Salinas

The Salinas Valley has long been an attractive area for homebuyers, especially
first-time buyers who are looking for an affordable home in Monterey County. The
average annual growth rate over the past 10 years was nearly 2 percent, and, as
a result of continuing developments throughout both Monterey County and Salinas
itself the rate should approximate 3 percent for the remaining few years to
2000.


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The Westlake Apartments, Salinas, CA

Salinas has been moving forward with several new developments that will add
thousands of new people to the city by the time the next U.S. Census is taken in
the year 2000.

The Harden Ranch subdivision in North Salinas, for example, includes 1,683
single family homes, 719 multifamily units and an area for churches, schools and
a park. Creekbridge subdivision is a mix of new homes, including 1,000 single
family homes and 1,030 multifamily units. The Williams Ranch subdivision in East
Salinas was planned for 1,551 homes and 519 condominiums or apartment units.

If there are any restrictions to growth in Salinas it's the agricultural land
that surrounds the city. The city's master plan for growth forbids city
officials from considering new building projects to the south and west of the
city limits because that land is some of the richest, most productive farmland
in California. "Slow" of "No-Growth" policies will limit Salinas' development in
the south and west portions of the city; therefore, future developments will
concentrate more heavily in North Salinas.

City of Salinas-Apartment Market Analysis

Below is a simple chart illustrating the structural and vacancy characteristics
estimated for the City of Salinas, as of September 28, 1996, the effective date
of this appraisal. From a total of 35,902 housing units within the city, 13,247
units are considered multi-family (2 or more units in a structure). This equates
to 36.9 percent. This estimate includes apartment units in plan check or
currently under construction.

                                All Housing Units

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
Total    1 unit-detached  1 unit-attached  2-4 units  5-9 units  10+ units   Mobile homes
<S>          <C>              <C>            <C>        <C>        <C>         <C>  
- -----------------------------------------------------------------------------------------
35,902*      18,077           2,942          3,239      3,236      6,772       1,636
- -----------------------------------------------------------------------------------------
</TABLE>
*     Information provided by the Monterey County Association of Realtors and
      Association of Monterey Bay Area Governments.

Utilizing the number of apartment units indicated above there currently exists
13,247 apartment units. Since the end of 1992, no apartment units have been
built until 1996 (200 units are currently under construction and another 200
have been approved); the overall number has remained relatively constant for a
number of years. Based on the current estimated population of Salinas of 122,390
and applying a 35% multifamily ratio provides for a total renter population of
approximately 42,837. Dividing the renter population by the average 3.21
household size (estimated by the Association of Monterey Bay Area Governments)
suggests that the City of Salinas would need 13,345 apartment units to
accommodate this demand. Comparing this to the current apartment inventory of
13,247, a deficiency of 98 units exists. If this analysis is accurate, then this
gives at least one explanation why the market as a whole is experiencing a very
low to no vacancy rate at this time as reported by various apartment building
managers throughout North Salinas, South Salinas, and East Salinas. Again, this
is very consistent with our findings based on interviews with on-site managers,
property managers, brokers and other appraisers.

The Salinas apartment market is very tight with many of the larger
professionally managed complexes reporting 98%-100% occupancy with a waiting
list. The market has tightened up


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The Westlake Apartments, Salinas, CA

because of several factors including the recent expansion of the Soledad prison
facility wherein they recently hired approximately 1,200 employees. As
previously indicated, Household Credit Corporation recently hired 400 new
employees and a host of other ancillary businesses have been hiring in and
around Salinas. Additionally, the population has been growing at approximately
3,500 new residents per year. Much of this growth is due to the migration from
Santa Cruz, Los Angeles, and San Jose. Many of these people are purchasing homes
in the newly-developed master plan communities and many are renting. According
to many of the on-site property managers renters are coming from as far as San
Jose which is approximately 3/4 of an hour drive north. Rents are significantly
higher in San Jose. Rents in Salinas are estimated at between $250 and $500+
below San Jose rents and therefore is attracting tenants who view making the
commute an attractive alternative to paying higher rents.

Below are the results of a survey performed by this appraiser of ten (10)
apartment complexes within the City of Salinas as of the date of this appraisal.
The average apartment building size was 146 units. The survey indicates the name
of the complex, total number of units, total number of vacant units, and total
number of units "on notice".

                        Apartment Survey-City of Salinas
                               September 28. 1996

- --------------------------------------------------------------------------------
Name                         Total No. Units   No. Vacant Lots   Units on Notice
- --------------------------------------------------------------------------------
Cypress Creek Apartments           288                0                 12
- --------------------------------------------------------------------------------
Cypress Landing Apartments         112                0                  0
- --------------------------------------------------------------------------------
Los Padres Apartments              220                4                  2
- --------------------------------------------------------------------------------
Mariner Village Apartments         176                1                  3
- --------------------------------------------------------------------------------
Northridge Park Apartments         232                3                  3
- --------------------------------------------------------------------------------
Kipling Manor Apartments            92                0                  0
- --------------------------------------------------------------------------------
Olive Tree Apartments               34                1                  0
- --------------------------------------------------------------------------------
Shadowbrook Apartments              88                3                  0
- --------------------------------------------------------------------------------
Sheridan Park Apartments           116                0                 10
- --------------------------------------------------------------------------------
Village Green Apartments           104                0                  4
- --------------------------------------------------------------------------------
      TOTALS                     1,462               12                 34
- --------------------------------------------------------------------------------

This particular sample surveyed represents only 11.04 percent of the total
number of apartment rentals in the city of Salinas. Based on information from
the above respondents a vacancy rate of .8 percent was indicated. If one
includes the number of "units on notice" (tenants who plan to vacate within 30
days), the vacancy rate becomes 3.15 percent. Most of the tenants who have given
notices to vacate are considered "seasonal workers" engaged primarily in the
agricultural trades, according to property managers surveyed.


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<PAGE>

The Westlake Apartments, Salinas, CA

NEIGHBORHOOD DESCRIPTION AND ANALYSIS

The subject property is located in the southernmost section of the city limits
of Salinas in a relatively small neighborhood bounded by agricultural lands on
the south, State Highway 68 on the east, Blanco Road on the north, and Byron
Drive on the immediate west. The area as defined is basically rectangular in
shape and contains a total of less than .25 square miles.

Immediate Neighborhood Environs

The subject property is located in the southern-most section of the city limits
of Salinas. The only other competing apartment development within the small
"neighborhood" as defined is known as the Villa Serra Apartments, located at
1320 Padre Drive adjacent to the westerly portion of the Westlake Apartments.
This property is similar to the subject in style and location, but is a senior
care facility which rents start at $1,050 per month for one bedroom units.
Average quality single family tracts generally make up the areas lying to the
west of Byron Drive and south of West Blanco Road. The lands located to the
immediate south of the subject are agricultural and are expected to continue as
such. Directly across the street to the north of the subject property are two
commercial office buildings occupied by the Monterey County Election Department
and by the Hayashi & Wayland Accountancy Corporation. The intersection of Blanco
Road and State Highway 68-SMain Street is devoted to neighborhood commercial
uses. Located nearest to the Westlake Apartments on the southwest corner are
Thrifty Drug Store, Shell service station, Nob Hill Foods, Wells Fargo Bank, Der
Wienerschnitzel, Me and the Gringo-a Mostly Mexican Restaurant, Hair West, and
Dry Cleaners. On the northwest corner of the intersection is Lyon's Restaurant.
Located adjacent to Lyon's is a 15,400 square foot commercial retail building
that was purchased in 1994 and subsequently remodelled. Current tenants include
both Hollywood Video and CellularOne. The southeast corner(section) of East
Blanco Road and S. Main Street is land devoted to agricultural use. The
northeast corner of the intersection the "Star Center", a neighborhood
commercial center with the Star Market as anchor tenant. Other tenants include
Star Video, Star Care Pharmacy, Star Deli, Linda's Wash & Dry, Martinizing-Dry
Cleaners, Hair Unlimited, Kirby Authorized Sales and Service, Kragen's
Automoitve Parts and Poor Richard's Almanac. A separate detached building that
fronts to S. Main Street on the corner site is occupied by a McDonald's fast
food restaurant.

The Westlake Apartments are accessed from either West Blanco Road by means of
Chaucer Drive and Byron Drive or from State Highway 68 approximately 150 feet
east. Freeway access to U.S. 101 is within 1.5 miles east of the subject
property.

SITE ANALYSIS
================================================================================

General: Westlake Apartments

Based on a plat map furnished by our client (a copy is included in the Addenda),
the site for the Westlake Apartments contains a total of 3.68 acres. A survey of
the site has not been made, and it is assumed that the Plat Map is correct. The
parcels that comprise the subject site are irregularly configured.


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The Westlake Apartments, Salinas, CA

Topography and Drainage:

The topography of the sites is predominantly level to slightly rolling. Drainage
is believed to be adequate.

Access:

The Westlake Apartments has two access driveways fronting to Stephanie Drive.

Utilities: All major utility services are available and connected to the
property. These utilities include sewer, water, electricity, cable television,
and telephone services. Sewer service is provided by the Monterey Regional Water
Pollution Agency. The capacity of the sewer plant is 30 million gallons per day.
Water is provided by the Alco Water Service and California Water Service
Company. For both water companies combined, the maximum daily pumping capacity
is 45,383,680 gallons per day. Quantity rates are $.7091 per 100 cubic feet.
Natural gas and electric power are provided by Pacific Gas & Electric (PG&E)
Local telephone service is provided by Pacific Bell. The City of Salinas
Department of Public Works has adopted a master plan of storm drains.

Site Hazards:

The subject property is located in a designated FEMA Zone "B", according to
Community Panel Map Number #060202-0004 D, dated November 4, 1981. The "B"
designation does not require flood insurance.

Earthquake Fault Zone

The property is not located in any known earthquake fault zones. However, the
region is subject to periodic earthquake tremors. We know of no particular
reason why the site would be at a greater risk than other area properties.

Rent Control:

Monterey County does not have rent control. The county does have an
"inclusionary housing" program that provides for affordable "low-income"
housing. Low and moderate housing assistance is available through a variety of
programs offered by the Housing Authority of Monterey County, the City of
Salinas and CHISPA, a non-profit housing developer. Apartment complexes for
low-income families, the elderly, handicapped and farm-labor families are
located throughout Salinas. The city has established a Housing Trust Fund to
help increase the supply of affordable rental units as well as opportunities for
home ownership. The subject does not have any "assisted" or "low" income units.

Contamination/Toxics:

We have inspected the property with the due diligence expected of a professional
real estate appraiser. It is important to note, however, that the appraiser(s)
are not qualified to detect hazardous waste and/or toxic materials. Such a
determination would require investigation by a qualified expert in the


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The Westlake Apartments, Salinas, CA

field of environmental assessment. To our knowledge, there are no potentially
hazardous materials that would affect the valuation and/or marketability of the
property as of the date of valuation. The appraised value of the Westlake
Apartments is specifically predicated on the assumption that there are no
hazardous materials on or in the property that would cause a loss in value.

Easements and Restrictions:

Normal public utility easements are assumed that are not considered to adversely
affect marketability.

Site Analysis Conclusion

In summary, the Westlake Apartments complex has a site consisting of 3.68 acres
configured on three parcels that are improved with 139 rentable units. All
utilities are available, including sewer service, electricity, gas, telephone
and cable television. The site lies in Flood Zone "B" (no flood insurance
required). Zone "B" is typical of the neighborhood.

TAXES AND ASSESSMENT ANALYSIS

In the State of California, property is enrolled at 100% percent of market
value, as determined by the Assessor upon transfer of ownership or significant
new construction. The maximum tax rate cannot exceed one percent of the enrolled
value, plus general and/or special assessment bonds and fees approved by the
voters.

The Monterey County Assessor Parcel Numbers for the Westlake Apartments are
207-101-030, 207-101-034 and 035. The assessed values allocated between land and
improvements, for the tax year 1996-97, are as follows:

- --------------------------------------------------------------------------------
     APN#                   207-101-030        207-101-034        207-101-035
- --------------------------------------------------------------------------------
     LAND                     $712,500           $745,900           $48,370
- --------------------------------------------------------------------------------
 IMPROVEMENTS                $1,662,610         $1,740,540          $279,349
- --------------------------------------------------------------------------------
PERS. PROPERTY                 $38,000            $38,400            $2,800
- --------------------------------------------------------------------------------
    TOTAL                    $2,413,110         $2,524,840          $330,519
- --------------------------------------------------------------------------------

For the Westlake Apartments, real estate taxes for the 1996-97 tax year are
$53,975.86. Direct assessments of $1,359.10 are included. The tax rate for the
Westlake Apartments is 1.004660 percent per $100 of full cash value. A direct
assessment, considered typical of South Salinas, is imposed by the North County
Water Regional Agency (.004660) and added to the one (1) percent base tax rate
as specified by Proposition 13 for California. There are no special assessment
bonds, according to the Monterey County Tax Collector Department. Both
installments have not been paid for 1996-97. The reader should refer to the
preliminary title insurance report for specific amounts (if any) of any unpaid
previous tax installments. The first installment for 1996-97 is due November 10,
1996. The tax rate area is 005-007.


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The Westlake Apartments, Salinas, CA

Re-assessment of the Westlake Apartments: Proposition 13

The current tax amounts for the 1996-97 tax year will not remain the same
beginning on July 1, 1197. According to Proposition 13 for California, the
subject property will be re-assessed, most likely based on the new sale price or
market value at time of sale. The assessments will be based on full cash value
using a tax rate per $100 of full cash value. The passage of Proposition 13
establishes a maximum property tax of one percent of full cash value. The
mandated one percent (1%) property tax level converts to a $1.00 base tax rate.
The additional rate imposed by the Water Regional Agency will be added to the
$1.00 base rate.

ZONING DESCRIPTION AND ANALYSIS

The Westlake Apartments complex is currently under the zoning designation of
R-H-2.3 by the City of Salinas. This zoning designation specifically refers to a
high density residential district. Section 37-44 addresses specific purposes of
the particular district's regulations. They are as follows:

(1) To provide appropriately located areas for high density multiple family
dwelling units consistent with the General Plan and with standards of public
health and safety established by the Salinas Municipal Code.

(2) To provide adequate light, air, privacy, and open space for each dwelling
unit and protect residents from the harmful effects of excessive noise,
population, density, traffic congestion and other adverse environmental impacts.

(3) To promote development of affordable housing by providing a density bonus
for projects in which a portion of the dwellings are affordable to qualifying
households.

(4) To achieve design compatibility through the use of site development
standards.

(5) To protect adjoining low density residential districts from excessive noise
or loss of sun, light, quiet, and privacy resulting from proximity to
multifamily dwellings.

(6) To provide sites for public and semipublic land uses needed to complement
residential development or requiring a residential environment.

(7) To ensure the provision of public services and facilities needed to
accommodate planned population densities.

For a comprehensive list of all property development regulations under the
R-H-2.3 Zoning District the reader may refer to the Addenda of this report.

Parking Requirements-On-site

Division 18-Off-Street Parking and Loading Regulations of the City of Salinas
Municipal Code lists all use classifications. For multi-family residential
complexes containing over ten (10) units, the off-street parking and loading
requirement is 1.6 spaces per unit.


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The Westlake Apartments, Salinas, CA

The Westlake Apartments has 134 carport spaces and 63 open spaces for a combined
total of 197 spaces. This equates to a 1.42 (rounded to 1.4) parking ratio,
considered to meet code requirements as a legal non-conforming use according to
the zoning ordinance adopted in 1960. Pre-1993 parking requirements were last
enacted in 1960; the subject property, built from 1972 to 1976, conformed to the
code requirements previously adopted in 1960. The parking requirement was
amended in 1993 to 1.6 spaces per unit. Although slightly less than currently
required, Westlake has adequate parking for its tenancy.

Conclusion

It appears that the subject property meets all applicable city zoning, building
and parking requirements (grandfathered-in according to 1960 requirements).

IMPROVEMENT DESCRIPTION AND ANALYSIS

The Westlake Apartments were constructed from 1972 to 1976. There are a total of
139 rentable units located on 3.68 acres (a combination of 3 parcels) configured
with seven (7) 2&3 story buildings on 3.68 acres. The Westlake Apartments
contain a total of 88,372 square feet of net rentable building area. There are
also fourteen (14) laundry rooms and one (1) swimming pool. The Westlake
Apartments are considered Class D Building(s) Construction Type V (wood frame)
of the Uniform Building Code. Class D buildings are characterized by combustible
construction. The exterior walls are made up of closely spaced wood studs with
an exterior wood siding. The roof, of asphalt shingle composition, is supported
by a wood truss system with a concrete slab floor on 1st floor area. The upper
floor (2nd story) consists of plywood sheets. Also, the subject is in a class of
construction referred to as protected one-hour construction.

Unit Mix-Westlake Apartments

- --------------------------------------------------------------------------------
         TYPE                  UNITS              AREA (sf)
- --------------------------------------------------------------------------------
        STUDIO                   27                 480
- --------------------------------------------------------------------------------
      JUNIOR 1BR                 26                 520
- --------------------------------------------------------------------------------
        1BR/1BA                  3*                 624
- --------------------------------------------------------------------------------
        1BR/1BA                  56                 650
- --------------------------------------------------------------------------------
        2BR/1BA                  5*                 720
- --------------------------------------------------------------------------------
        2BR/2BA                  22                 910
- --------------------------------------------------------------------------------

Note:Information regarding the individual unit sizes was provided by the on-site
Lincoln Residential Services Management Company. The appraiser was provided
interior access to one unit of each type with the exception of the 2br/1ba
floorplan (based on size indicated by management only). The gross living area
estimates for the units indicated above are based on exterior wall measurement
taken by the appraiser. It is assumed that the interior conditions of all units
are similar to those inspected. *Note: These units contain fireplaces.


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The Westlake Apartments, Salinas, CA

Interior Improvements: Westlake Apartments

Floor coverings consist of wall to wall carpeting over concrete slab in lower
levels and over plywood subfloor in upper levels. Vinyl flooring is in kitchens
and bathrooms. Electric baseboard heating is included in all units. The kitchens
have formica countertops, built-in electric range and ovens, garbage disposals
and stainless steel sinks. Dishwashers are included in all units with the
exception of the studios. Each of the units are served with individual hot water
heaters. Bathrooms are improved with fiberglass tub and shower enclosures and
cultured marble vanities. Overall condition is considered good. Many of the
units have recently been upgraded with new carpeting and interior painting.

Effective Age: Westlake Apartments

The actual ages of the Westlake Apartments complex range from 20 years to 24
years. An average quality Class D apartment project is estimated to have a total
economic life of fifty (50) years. This is based primarily on the performance of
many comparable properties built in the 1940's and 1950's still in existence in
Monterey County and capable of attracting tenants due to upgrading and
above-average maintenance. In addition, the Marshall and Swift Cost Valuation
Service provides reasonable support for an estimated total economic life
expectancy of fifty (50) years. Because the Westlake Apartments has undergone
recent upgrading as needed under the current management to date it is the
appraiser's opinion that an estimated overall effective age of sixteen (16)
years is considered reasonable and supportable..

Remaining Economic Life: The remaining economic life of the Westlake Apartments
is estimated at 34 years, although it certainly could be longer or even shorter.
This estimate is made by deducting the effective age of 16 years from total
economic life of 50 years.

HIGHEST AND BEST USE ANALYSIS

Definition

Highest and best use, as used in this appraisal, is defined as that reasonable
and probable use that will support the highest present value, as defined, as of
the effective date of the appraisal, September 28, 1996. Alternatively, that
use, from among reasonably probable and legal alternative uses, found to be
physically possible, appropriately supported, financially feasible, which
results in highest land value.

The above definition of the "Highest and Best Use" is in reference to land that
is unimproved. In cases of improved land, a determination of the contributory
value of the improvements to the land must be made. The improvements found on a
site may be of inappropriate use, but will continue until the land value exceeds
the total value of the property in its existing use.

Discussion

Our opinion of the highest and best use of the subject land parcel will be
supported based upon our analysis of the four tests outlined below:


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The Westlake Apartments, Salinas, CA

            1.    Legally Permissible Use. This type of use is legal and
                  conforms to the zoning assigned to property, as well as to the
                  City's planning goals.

            2.    Physically Possible Use. The shape, size, and available
                  utilities are adequate to serve this use.

            3.    Financially Feasible Use. Population and immediate income
                  statistics support the feasibility of the highest and best use
                  based upon the quantity, quality, and distribution of the
                  income and its prospective users.

            4.    Maximally Possible Use. An analysis of which possible legal
                  uses will produce a net return and/or create value to the
                  site.

All three standard appraisal approaches to value are affected by the highest and
best use. Therefore, valuation is highly dependent upon the conclusions set
forth by this analysis.

Physically Possible

Section 37-46 of the City of Salinas Municipal Code specifies a minimum lot size
of 7,200 square feet in a R-H-2.3 high density residential district. The subject
property has a combined site size of 160,301 square feet. Based on this
requirement, therefore, the site is physically capable of being developed with
the current apartment improvements as well as other multi-family configurations.

Legally Permissible

The subject is zoned and general plan designated to allow high density
residential uses. As existing, the subject is a legal and conforming use. The
Westlake Apartments complex is legally permissible under the current zoning
regulations.

Financially Feasible In evaluating the most reasonable and probable use of the
vacant site, we considered the demographics of the surrounding area, land use
patterns, local market supply and demand, general market conditions, and the
physical characteristics of the property itself. The most feasible and
marketable use for the subject site appears to be for apartment use, given the
present shortage of rental housing in Salinas, which is a result of the local
economy and current growth of Salinas. Rapid changes in market conditions which
were previously discussed in the Neighborhood and City Sections indicate
apartment and multi-family housing as the most reasonably probable use of the
subject property.

Maximally Possible Use

The final of the four tests in the highest and best use analysis is the use that
maximizes the land value by providing the highest return. This test must be
considered sequentially with the prior three tests; it makes no difference that
the most probable highest value is a apartment complex, for example, if the
zoning does not permit this use. The most profitable use is a multi-family or
apartment use. This is


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The Westlake Apartments, Salinas, CA

largely based on the fact that the current improvements are apartments and are
configured on the sites as such. At the present time, the City of Salinas
Planning Department recognizes through its general plan the R-H-2.3 high density
residential district of the subject's neighborhood in North Salinas and is aware
of the changing market conditions and rental shortage that exists in the City of
Salinas. There is virtually no availability of vacant land in South Salinas for
apartment use, for example, since that area is primarily designated as
agricultural land. The City is encouraging the future development of high
density residential land in the South Salinas section of the city.

Highest and Best Use Conclusion - As Improved

In conclusion, the highest and best use of the Westlake Apartments, as improved,
is apartment use.

Highest and Best Use Conclusion - As Vacant

In conclusion, the highest and best use as vacant is a multi-family or
apartment-type use.


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The Westlake Apartments, Salinas, CA

THE APPRAISAL PROCESS
================================================================================

The estimation of a real property's market value involves a systematic process
in which the appraisal problem is defined and the data required is gathered,
analyzed and interpreted into an estimate of value. Traditionally, three methods
of valuation have been used in appraising: the Cost, Sales or Market Comparison
and Income Approaches.

In the Cost Approach, the value of the site is first estimated by comparing it
to similar sites that have recently sold or are currently offered for sale.
Replacement cost new of the improvements is determined by reference to actual
costs of similarly constructed properties. Depreciation from all sources is then
deducted from the replacement cost new of the improvements to arrive at the
present value. The depredated value of the improvements is added to the
estimated land value to arrive at the total value by the cost approach. In this
appraisal, however, NationsBank has requested that the cost approach be omitted
from this appraisal assignment. The cost approach has been determined to have
little to no significant applicability in the valuation of 10 to 30 year-old
multi-family properties due largely to the subjectivity involved with estimating
depreciation in older properties. Moreover, cost and value are oftentimes not
the same.

The Sales Comparison Approach involves comparison of the subject to similar
properties that have recently sold or that are offered for sale. These sales are
reviewed for differences from the subject in the date of sale, location of the
site, physical characteristics and other factors. The comparable properties are
then adjusted to formulate a value range for the property being appraised.

The third of the three valuation techniques is the Income Capitalization
Approach. This approach involves estimating net operating income, and
discounting this income to a present worth through the capitalization process.
For most income-producing properties, including apartments and multi-family
properties, this is the better valuation technique.


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<PAGE>

INCOME CAPITALIZATION APPROACH
================================================================================

The first and primary approach applied to the valuation of the subject is the
income capitalization method. This technique involves conversion of future
anticipated income into an estimate of present value by the capitalization
process. This procedure involves three steps as indicated below:

      1.    Estimate gross income from available rental information and the
            subject's operating history;

      2.    Estimate and deduct vacancy and collection loss allowance and
            operating expenses to derive net operating income; and,

      3.    Select an applicable capitalization method or methods, develop the
            appropriate capitalization rate, and complete the necessary
            computations to derive an economic value indicated by the income
            capitalization approach.

Required Information

Documents that are helpful to better estimate value under the Income Approach
include the following:

            o  Income/Expense statements
            o  Personal Financial Statements of Owner (if applicable)
            o  Rent Roll
            o  Lease Agreements
            o  Other (service agreements)

Income and expense statements. Operating statements provided by management over
the past two years and eight months are included in the Addenda.

Personal Financial Statements. The owner's personal financial statements are not
required to appraise the property, but can be helpful under certain
circumstances. While market value intrinsically assumes transfer to a willing
and knowledgeable buyer at market price, financial statements of the owner often
provides insight into the current management quality and style of the property.
An undercapitalized owner, for example, may not be able to institute correction
of deferred maintenance that will enhance livability. As such, occupancy and
rates may suffer from inadequate level of maintenance, which results in loss of
reputation. Financial statements of the subject ownership have not been
reviewed. However, based on conversations with management and the overall good
maintenance level and high occupancy of the property, it can logically be
assumed that ownership is capable of operating the property in a strong
professional manner. Based on conversations with management, and inspections of
other properties owned by Thysen and managed by Lincoln Residential Services,
the subject has been operated in a professional manner and there appears to be
no operational problems.


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<PAGE>

Rent Roll: A roll of the current tenants has been provided by management as of
September 28, 1996. As of this date, 1 unit was vacant, but it has been
preleased. Thus, there is no vacancy at this particular time.

Lease Agreements: A copy of the standard 2-page residential rental agreements
has been reviewed. Units are on either 7, 8, 9 and 10 month short-term leases.
The rental agreements are typical of others used in the marketplace. Utilities,
except for water, trash and basic cable are paid for by the tenants. The
residents pay for electricity in all units. There is a late charge of $30 if
management elects to accept rent after the third of the month, and a $20
returned check fee. No pets are allowed without written consent. Use of the
premises shall be for a private residence only. No more than three persons shall
occupy a one bedroom unit; no more than 5 are allowed in a two bedroom.
Occupancy limits are strongly enforced. First month and security deposits are
collected prior to the tenant moving in.

Capital Improvements: Capital expenditures over the past two years have also
been reviewed and/or discussed with the property manager. Improvements to the
property over the past year and half include the following:

o Asphalt repair, seal and striping 
o Carpets in common hallways; landscaping upgrades 
o New appliances and carpets in most units (ongoing) 
o Reroofing 
o Office Remodel

Occupancy trends: In addition to the above, occupancy trends of the complex have
been reviewed. Since Lincoln Property took over as managers approximately 1.5
years ago, occupancy has been increasing. This is due mainly to correction of
deferred maintenance items and an improving rental market. The new management
has also qualified tenants better which have resulted in less turnover and less
evictions. Moreover, seasonal tenancy has been reduced by the implementation of
leases.

Other. According to management, laundry equipment is owned by the service
company.

Subject Asking Rents

As of September 28, 1996, the following monthly rents (all unfurnished) were
being charged at the subject complex:

   26       Jr. 1Br         520 sf       $540         $1.11/sf          $14,040
    3       1BR/1BA fp      624 sf       $625         $1.00/sf          $ 1,875
   56       1BR/1BA         650 sf       $580         $0.89/sf          $32,480
    5       2BR/1BA fp      720 sf       $750         $1.04/sf          $ 3,750
   22       2BR/2BA         910 sf       $750         $0.82/sf          $16,500
   27       STUDIOS         480 sf       $520         $1.08/sf          $14.040
                            ------       ----         --------          -------
  139                       635 avg.     $594/avg.    $0.94/sf avg.     $82,685


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<PAGE>

All rents include water, trash removal and basic cable. Tenants pay their own
electric and gas (Pacific Gas & Electric Company), telephone, and premium cable
channels. To qualify, prospective tenants must have three times the monthly
rental rate and a positive credit report and previous rental history. There is a
$25 application fee (includes credit report). The application fee is
non-reimbursable.

The above price list was set in September 1996. Management periodically surveys
other complexes in the area in order to maintain market rental levels. At this
time, there are no rental specials or concessions. As explained earlier, market
conditions have been improving gradually over the past year, and most apartment
complexes in Salinas are not offering any rental concessions at this time.

As can be noted on the rent roll in the Addenda, a number of subject apartment
units are at the above quoted rates. Those units with leases expiring will be
moved to the new rates. At this time, there is a difference of approximately 6
percent between the market and actual rents.

Rent Survey and Analysis

In order to determine whether the subject rentals are at or within a market
rental range, a survey of competing complexes was made. This analysis involved a
comparison of amenities and facilities offered by competitive projects with
those offered by the subject.

The competing complexes considered most helpful in estimating the subject
economic or market rental level are summarized on the following pages.

All rental rates quoted in the survey are month-to-month or short-term leases.
None of the complexes surveyed in this report had long-term leases. All
complexes are garden style two and/or three-stories of similar vintage and
design as the subject. All are located in the general subject neighborhood.
Typically, rents include water and trash removal (and sometimes basic cable
service). None of the complexes were offering any specials.


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<PAGE>

                            RENT COMPARABLE NUMBER 1

Name:                         VILLAGE GREEN APARTMENTS

Location:                     1330 Byron Drive, Salinas

Age/Type:                     1968/ garden design - 104 units

- --------------------------------------------------------------------------------
                    Type          Rent             SF          Rent/SF
                    ----          ----             --          -------
Monthly Rent:       1BR/1BA =     $540-605         650         $0.93
                    2BR/1BA =     $680-725         825         $0.82-0.88
                    Studio  =     $475             300+/-      $1.58
- --------------------------------------------------------------------------------

Utilities included in Rent:   water and trash

Recreational Amenities:       pool only

Vacancy:                      0% (none at time of survey; waiting list)

Comments:         Avg+ to good tenant appeal. Located in south Salinas. Close to
shopping, schools, freeway. Deposit = $500. Carport parking plus open. No
specials. 1-yr lease. Waiting list of 10 people. Source: (408) 422-7171

                                [photo omitted]


                                                                              36
<PAGE>

                            RENT COMPARABLE NUMBER 2

Name:                         PLAZA TERRACE APARTMENTS

Location:                     43 Plaza Circle, Salinas

Age/Type:                     1973/ garden design - 19 units

- --------------------------------------------------------------------------------
                    Type          Rent             SF          Rent/SF
                    ----          ----             --          -------
Monthly Rent:       1BR/1BA   =   $525             N/A         N/A
                    2BR/1.5BA =   $675-695         N/A         N/A
                    Studio    =   N/A              N/A         N/A
- --------------------------------------------------------------------------------

Utilities included in Rent:   water and trash.


Recreational Amenities:       None


Vacancy:                      0% (none at time of survey)

Comments:       Avg. tenant appeal. Located in south Salinas. Close to shopping.
Deposit same as first month rent. Carport under buildings. No specials. 1-yr and
6-month lease. All one bedroom units are on second floor. One studio in complex,
but has been rented to same tenant for 13 years and is not available to market.
Source: (408) 422-7018

                                [Photo omitted]


                                                                              37
<PAGE>

                            RENT COMPARABLE NUMBER 3


Name:                         PARK TERRACE APARTMENTS

Location:                     619 E. Romie Lane, Salinas

Age/Type:                     1962/ garden design -  52 units

- --------------------------------------------------------------------------------
                    Type          Rent             SF          Rent/SF
                    ----          ----             --          -------
Monthly Rent:       1BR/1BA =     $525             550         $0.95/sf
                    2BR/1BA =     $625             825         $0.76/sf
                    Studio  =     N/A
- --------------------------------------------------------------------------------

Utilities included in Rent:   water and trash, and gas for heater

Recreational Amenities:       pool

Vacancy:                      3.8% (2 units vacant at time of survey)

Comments:                     Avg. tenant appeal. Located in south Salinas. 
Close to shopping. Carport parking. Deposit same as first month rent. No 
specials. Leases neg.. Source: (408) 422-3041

                                [photo omitted]


                                                                              38
<PAGE>

                            RENT COMPARABLE NUMBER 4

Name: NORTHPOINTE

Location: 196 E. Alvin Drive, Salinas

Age/Type: 1976/ two-story garden design - 138 units

- --------------------------------------------------------------------------------
                    Type          Rent             SF          Rent/SF
                    ----          ----             --          -------
Monthly Rent:       1BR/1BA =     $568             648         $0.87-0.92
                    2BR/1BA =     $620             735         $0.84
                    2BR/1BA =     $669             835         $0.80
- --------------------------------------------------------------------------------

Utilities included in Rent:   water and trash

Recreational Amenities:       Tennis, heated pool, sauna, spa, exercise room, 
                              some units have fp's (all 1/br's), laundry rooms

Vacancy:                      1% (only one unit available at survey time)

Comments:                     Avg-Avg+ tenant appeal. Located in north Salinas. 
Close to shopping, schools, freeway. Deposit = $300/400. Good demand over past 
year. Carport parking plus open. No specials. 6 month leases. 
Source: (408) 443-1776

                                [photo omitted]


                                                                              39
<PAGE>

                            RENT COMPARABLE NUMBER 5

Name:                         SHERIDAN PARK

Location:                     1450 N. First Street, Salinas

Age/Type:                     1983+/ two-story garden design - 116 units

- --------------------------------------------------------------------------------
                    Type          Rent             SF          Rent/SF
                    ----          ----             --          -------
Monthly Rent:       1BR/1BA =     $570             630         $0.90
                    2BR/1BA =     $620             800         $650
- --------------------------------------------------------------------------------

Utilities included in Rent:   water and trash

Recreational Amenities:       Heated pool, 2 sauna, spa, laundry rooms, 
                              security gates

Vacancy:                      0% (none at time of survey)

Comments:                     Avg-Avg+ tenant appeal. Located in north Salinas. 
Close to shopping, schools, freeway. Deposit = first month's rent plus key 
deposit. Carport parking plus open. No specials. No units available, but 10 
units will be in November. Source: (408) 449-8203

                                [photo omitted]


                                                                              40
<PAGE>

All rental rates quoted in the survey are month-to-month or short-term leases.
None of the complexes surveyed in this report had long-term leases. All
complexes are garden style two and/or three-stories of similar vintage and
design as the subject. All are located in the general subject neighborhood.
Typically, rents include water and trash removal. None of the complexes were
offering any specials.

Rental Number 1 represents the 104-unit Village Green Apartments located at 1330
Byron Drive, in south Salinas. This is an average+ quality, garden-style complex
built in 1968. The only recreational amenity is a pool. One bedroom units are
renting at $540 to $605 ($0.93/sf+/-) per month, and two bedroom units are at
$680 to $825 per month, or $0.82 to $0.88 per square foot. Studios are being
rented at $475 per month, or over $1.50 per square foot. Water and trash removal
are included in the rent. As of the inspection date, management reports that
there are no available units and a waiting list.

The subject is similar in many respects to Comparable Number 1 and this is
evidenced by comparable rents for one bedroom units. The subject two bedroom
units are superior in that they either have fireplaces or are larger than the
two bedroom units in this complex. The subject studios are much larger in size
than the studios in Village Green, and thus, rent higher. Overall, Village Green
provides good support for the subject "market" rents.

Rental Number 2 represents the 19-unit Plaza Terrace Apartments, located at 43
Plaza Circle, in south Salinas. This complex is in the immediate subject
neighborhood. Built in 1973, Plaza Terrace is an average quality and condition,
garden walk-up offering one bedroom and two bedroom units. There is one studio
unit, but this unit has been rented to the same person for 13 years. One bedroom
units are located on the second floor and are being rented at $525 per month
(size is unknown). Two bedroom/1.5 bath units are townhouse style with the half
bath downstairs. These units rent at $675-695 per month (a slight deduction is
made for one year leases). Currently, there are no available units although one
unit will become available in November. The subject is a superior project and
should continue to rent at higher rates. Plaza Terrace is helpful, however, in
setting the lower rental range.

Rental Number 3 represents the 52-unit Park Terrace Apartments located at 619 E.
Romie Lane near Salinas Valley Memorial Hospital. This is an average quality
older project that currently has a few units available. The one bedroom units
rent for $525 and the two bedroom/one baths at $625 per month. The rents include
water, trash and gas for the heater; tenants pay electrical. The project
includes a pool and carport parking. Management prefers one year leases, but
will negotiate leases as low as six months depending on credit and rental
history. Currently, there are no specials. The overall appeal is inferior to the
subject, as is the condition. The subject units should continue to rent higher.

Rental Number 4 is the 138-unit Northpointe Apartments located at 196 East Alvin
in north Salinas four miles north of the subject. This is a two-story garden
complex built in 1976. The overall quality and condition are above average to
good. The location directly off N. Main is close to shopping, schools and
freeway access. The complex has 1, one bedroom unit currently available at
$568/month, and 1, two bedroom/one bath unit at $620/month. Two bedrooms
reportedly rent as high as $669 per month. One bedrooms range from 624 to 648
square feet, and two bedrooms contain 735 to 835 square feet. Rents include
water and trash. Security deposits are $300 for one bedrooms and $400 for two
bedrooms. Leases of six months are required. There are no specials or
concessions. Pets are not allowed. Amenities include two laundry rooms, and one
swimming pool.


 Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095  41
<PAGE>

The appeal, age and level and quality of amenities are similar to the subject.
The subject has an advantage of having security hallways. Overall, this
comparable supports the subject market rates.

Rental Number 5 represents Sheridan Park, located in north Salinas. This is an
average quality property that features security gates. Rents are $570 for one
bedrooms and $620 per month for two bedroom/one bath units. Water and trash
removal are included in the rent, but basic cable is not. The overall quality
and appeal are similar to the subject. According to management, there are no
available units at this time. Overall, this comparable provides good support for
the subject units.

Other: In addition to the above primary comparables, several other complexes
including many owned by Thysen in the Salinas marketplace were considered.
Thysen owns another 12 complexes in Salinas (most are in North Salinas).
Although not enough to "set" the market, the number of complexes controlled by
Thysen has an influence on rental levels. Thysen property managers (employees of
Lincoln Property) regularly refer clientele to other Thysen complexes. Still,
there are more than enough competing projects to make it difficult if not
possible to "control" the market. Rental rates at these complexes are consistent
with one another and with competing projects.

Market Rental Conclusion

The comparables surveyed support the "market" rents currently being attained at
the subject. It appears, however, that 2 bedroom/ two bath units could rent for
$10 to $25 per month more than the current $750 per month based on the smaller
two bedroom one bath units that have fireplaces (also rented at $750/mo.). While
this may be the case, we have considered the market rents to be those currently
being quoted by management.

Of the complexes surveyed (including those not shown in this appraisal) which
consisted of about 2,000 total units, overall vacancy is running between 1-2
percent. Most had no vacancy. Some had only a few units available. A few
managers stated that units should become available in November and December as
seasonal workers go home. When a unit does become available, it typically takes
3 to 7 days to re-rent. However, in several cases, the unit is pre-leased
(rented prior to the occupant moving out).

Subject Market Rental Income (@100 percent Occupancy)

Based on market rents, the subject would have the following monthly income at
100 percent occupancy.

     26      Jr. 1Br                 $540                      $14,040
      3      1BR/1BA fp              $625                      $ 1,875
     56      1BR/1BA                 $580                      $32,480
      5      2BR/1BA fp              $750                      $ 3,750
    *22      2BR/2BA                 $750                      $16,500
     27      STUDIOS                 $520                      $14,040
                                                               -------
    139                                                        $82,685

* - the market rate for these units may be somewhat higher


 Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095  42
<PAGE>

Actual Reported Income

Shown below is a table outlining revenue for 1994, through August 31, 1996.
Rental income for September 1996 is also shown. Income statements are shown in
the Addenda.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
                   1994                  1995               YTD (`96)           Aug. 96
- -------------------------------------------------------------------------------------------------
<S>                <C>                   <C>                <C>                 <C>            
*Gross Rents:      $671,633 ($403/unit)  $754,896($453/un)  $554,931 ($499/un)  $74,643 ($537/un)
Laundry            $7,015                $14,742            $8,889              N/A
**Other            $29,368               $43,430            $37,129             N/A
</TABLE>

* - collected rents
* - includes deposits ($24,605 refunded in 1995; $19,515 refunded in 1996) N/A =
Not available

Rental Income Estimate: Almost all of the subject's total income is derived from
rents. As shown above, rental income has increased significantly over the past
year. This is due to in part to new management and an improving rental market.

The actual rental income for the month of August 1996 was $74,643, or $537 per
unit. This amount does not include vacant-preleased units. The market rent for
the preleased/vacant units total $1,170. Blending this with actual rental
income, results in a gross scheduled rental income of $75,813, or $545 per unit.
This amount is supported by actual and comparable rents, and is achievable over
the near term. Consequently, $75,813, or $909,756/ annual has been used as a
stabilized gross income figure.

Laundry:  The laundry income is stabilized at $16,000 per year.

Other: Other income consists of retained deposits, late charges, nsf checks, and
miscellaneous charges to tenants. The large percentage of this category relates
to security deposits. Although forfeited security deposits and late charges are
a source of income, it is not included in the reconstructed operating statement
as part of ongoing cash flows. This is because this type of income was not
accounted for in the computation of gross and net operating incomes for the
comparable sales.

Total Gross Income: Total gross income is estimated at $925,756.

Vacancy and Collection Loss

In estimating a stabilized vacancy factor, several factors were considered.
First, vacancy has decreased over the past few years due to new management and
improving market conditions. In 1993, market conditions were soft and vacancy
was higher than it is today. The property has been upgraded over the past two
years. Meanwhile, market conditions have improved due to an expanding economy.
The resurgence of "Silicon Valley" 70 miles to the north, the new Soledad
Correctional facility, and several thousand feet of regional shopping space has
created many new jobs. The new Wal-Mart in this area will also expand the retail
base, and bring in new jobs.

As of the inspection date, the subject complex was fully occupied. This is
consistent with comparable Salinas projects at this time. There may be some
seasonal variance as workers leave agricultural jobs in


 Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095  43
<PAGE>

November, but the overall affect on the subject should be minimal as the subject
does not rely on this type of tenancy.

In addition to vacancy, consideration must also be made for ongoing collection
loss. In the case of the subject, collection loss has been reduced from previous
years due to the stricter qualifying policies. Deposits are collected upfront,
thus actual collection loss is mitigated to some degree by any evictions that
may occur during the year. However, consideration should still be made for
collection loss. A reasonable stabilized collection loss rate is 1 to 2 percent
of gross income.

Assuming continued good professional management, stabilized vacancy and
collection loss should run at approximately 5 percent on average. There is the
strong possibility that vacancy and collection will fall below this estimate
over the next 12 to 24 months, however, longer-term, consideration should be
made for construction of new units and decreased economic activity.

Effective Gross Income

The effective gross income is estimated by deducting five percent from estimated
gross income, as shown below:

- --------------------------------------------------------------------------------
            Gross Annual Income:                         $925,756
            Less: Allowance for Vac/Collection (5%)       (46,288)
                                                          ------- 
            EFFECTIVE GROSS INCOME                       $879,468
- --------------------------------------------------------------------------------

Expense Analysis

In order to estimate the value of the property by the income capitalization
approach, expenses must be deducted from effective gross income to arrive at a
net operating income estimate. Like other types of income property, apartment
property expenses are a function of services provided as well as physical and
geographical characteristics of the property itself. Operating and `fixed"
expenses vary from complex to complex, but generally fall between 33 to 45+
percent of revenue (gross income), including replacement reserves.

Expenses can be broken down into per unit per year (or month), or as a
percentage of rental revenue or effective gross income. Expenses as a percentage
of income change depending on revenue levels. It can be difficult to compare
apartment expenses on a line-by-line basis. No two apartment complexes are
alike.

Shown on the following page is a recent operating history of the subject.
Expense categories are analyzed and discussed below. It should be noted that new
management took over in 1995; expense records previous to 1995 are not complete
and do appear to reflect current conditions.


 Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095  44
<PAGE>

Real Estate Taxes & Direct Assessments

California state law requires the reassessment of any parcel upon change of
ownership. The market value of the subject property intrinsically assumes a
hypothetical sale. Therefore, it is necessary to estimate real estate taxes
based upon market value.

In the State of California, property is enrolled at 100 percent of market value
as determined by the County Assessor upon transfer of ownership or significant
new construction. The maximum tax rate cannot exceed 1 percent of the enrolled
value, plus general assessment bonds and fees approved by the voters. Enrolled
value can be increased by a maximum of 2 percent per year, absent transfer, or
new construction, based on the cost of living. Under Proposition 8, approved
subsequent to Proposition 13, value can also be decreased to reflect current
market conditions. The actual taxes are below what the new taxes would be based
upon market value. According to the Monterey County Tax Collector Department,
there are no special assessment bonds. The tax rate is approximately 1.05
percent.

Since market value has not yet been estimated by the income capitalization
approach, a technique which adds the composite tax rate reflecting the ad
valorem taxes to the capitalization rate has been used. The resulting value
estimate is then multiplied by the composite tax rate to obtain the amount of
new taxes. This method gives only an approximation since the assessed value may
not necessarily be the sale price (or market value). In addition, the value
conclusion by the sales comparison approach has been used as a guide. Applying
the tax rate of 1.05 percent, results in new taxes of $57,000.

- --------------------------------------------------------------------------------
                       SUBJECT PROPERTY OPERATING HISTORY
- --------------------------------------------------------------------------------

Expense Item                   1994               1995             1996 (ytd)
- ------------                   ----               ----             --------- 
   Payroll                     $56,263            $104,136         $57,515
   Utilities                   $82,930            $ 88,008         $52,150
   Insurance                   $44,376            $  6,097         $   240
   Taxes &                     $90,154            $ 30,845         $30,610
     License & Permits         $   360            $  2,028         $ 1,668
   Management Fee              $   N/A            $ 20,653         $20,131
   Administrative              $ 6,796            $ 25,672         $12,783
   Maintenance & Repair        $30,412            $177,422         $56,803
   Gardening/Landscaping       $ 7,200            $  8,562         $ 9,483
   Cable T.V.                  $13,361            $ 11,112         $ 9,998
   Security                    $   366            $  4,918         $ 2,805
                               -------            --------         -------

- --------------------------------------------------------------------------------
   TOTAL                       $332,218           $479,453         $254,186
   Per Unit                    $2,390/unit        $3,449/unit      *$2,743/unit
* - annualized
- --------------------------------------------------------------------------------

Note: Maintenance & Repair in 1995-96 include carpet replacement at a cost of
$82,797. This is not an annually recurring expense and has not been treated as
such.


 Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095  45
<PAGE>

License and Permits

In addition to taxes, apartment properties incur license and permit fees. Based
on $15 per unit, the stabilized annual estimated is $1,700 (rounded).

Payroll

The manager lives in the complex and the unit rent is included as part of her
compensation. Payroll expense was reported at $49,950 for 1994. In 1995, it
increased to $90,132. This category includes payroll taxes, state compensation
insurance, unemployment taxes, wages for manager and office workers as well as
maintenance personnel, and bonus. It should also include the loss of rent for
the manager's unit. To date, this category is $51,565, or $678 per unit
annualized. Based on payroll at other complexes, this expense has been
stabilized at $75,000, or $658 per unit.

Utilities

Utility expense includes water, trash, basic cable, sewer, electrical for
exterior site lighting and for other common amenities, including laundry
facilities, filtering equipment for the pool, lighting for the clubhouse, etc.;
tenants pay their own telephone, electric, and premium channel cable.

Trash removal service is included in the monthly rent for all units. Utility
expense can be estimated on a price per unit or on a price per square foot
basis. The projects with the greatest amount of amenities and larger unit sizes
generally show the highest rates of utility expenses. In 1994, utilities were
reported at $801 per unit, and in 1995 it was reported at $898 per unit. The
annualized projection for 1996 is $1,050 per unit. We have stabilized this
expense at $103,000, which is consistent with prior years and other apartment
complexes throughout the region.

Insurance

Insurance expense has been stabilized at $120 per unit as based on similar
complexes throughout the region. Actual expense has not been reported.

Management fee (Supervisory Management)

Lincoln Property Company has been managing the property over the past year and
one-half. The reported fee was $17,403 for 1995. To date in 1996, the fee totals
$16,865. The fee will increase with the increase in rental. Normally, management
companies will charge from a low of 3 for large projects to a high of 6 percent
of collected rent for smaller complexes. A rate of 4.0 percent on collected
rents is reasonable for this project.

Maintenance and Repair

This category includes on-going maintenance and repairs that include the common
areas, plumbing, pool, and electric. This category also includes building/pool
supplies, appliance replacement and decorating supplies. In 1995, several
carpets were replaced. Carpets have also been replaced in 1996 as tenants move
out. Appliances were also replaced. This level of replacement does not recur on
an annual basis, thus an adjustment is required in stabilizing this expense.
Normally, maintenance and repair ranges from $400 to $600 per unit. The actual
subject expense has been substantially higher due to the refurbishing of the
complex over the past year. It should also be noted that this category does not
include landscape/gardening and exterminating contracts or wages for maintenance
personnel.


 Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095  46
<PAGE>

Administrative

This category consists of advertising and promotion, office supplies, computer
expense, legal, credit check expense, and miscellaneous expense such as
stationary, postage, etc. As shown in the Income & Expense Statement prepared by
Lincoln Property Residential, a management fee paid to Lincoln is included under
this category. In this analysis, the management fee has been separated and
discussed under its own category.

Gardening/Landscaping /Cable T.V./ Security

Landscaping is contracted to a private landscape company (recently hired). Basic
cable is included in the rent, thus it is an expense to the landlord. Security
patrol and exterminating are also contracted. Total expense reported in 1995 was
$28,547. The total for the first eight months of 1996 is $17,889. We have
stabilized this category at $25,000 per year.

Replacement Reserves

Most owners do not utilize the replacement reserve account during the analysis
or operation of an apartment complex. Rather, capital improvement items are
often expensed as they are incurred. However, since capital expenditures affect
the investor's cash flow, an analysis of the property's value must account for
these expenses in the form of appropriate reserves for replacement.

Reserves for replacements are estimated at 2.5 percent of EGI, which equates to
$160/unit. This takes into account the current good condition, lower effective
age and recently completed capital improvements of the project. Items which are
commonly associated with a reserve account include repaving of drives,
replacement of underground utility pipes and electrical conduit, roof and
foundation, as well as resurfacing of the pool new appliances, etc. (i.e., items
that are not normally expensed year to year).

Net Operating Income

Total stabilized expenses and collection loss allowance amount to $387,700, or
$3,400 per unit. This also equates to 54 percent of effective gross income. It
should be noted that as a percentage of income, expenses are higher at the
subject than they are for many complexes in this region. The reasons for this
include: (1) basic cable service included in the rent; (2) more common amenities
(hallways) than the typical complex resulting in a higher level of maintenance;
(3) rents are relatively low in comparison to complexes in neighboring counties,
thus as a percentage of income, expenses appear high. In terms of per unit cost.
the subject is well supported by other complexes throughout the region.

Net operating income is estimated by deducting operating and fixed expenses from
effective gross income, as shown below and on the following page:

- --------------------------------------------------------------------------------
            Effective Gross Income                   $879,468
            Total Expenses                           (431,000)
                                                     -------- 
            Net Operating Income Before
             Income Taxes & Depreciation             $448,468
- --------------------------------------------------------------------------------


 Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095  47
<PAGE>

Capitalization Rate Analysis

After net operating income is estimated, an appropriate capitalization method is
selected. Of the various techniques, the one that is almost always used due to
its simplicity is direct capitalization. This method employs the use of a single
rate known as the overall rate. The overall rate reflects the relationship
between the projection of annual net operating income and a sale price or an
estimate of value. It is calculated by dividing the net operating income of the
sale into the sale price. When the property is purchased all cash, which is rare
for larger apartments, and there is no subsequent change in value or income,
then the capitalization rate is also the rate of return on the total property
investment.

In the Sales Comparison Approach section of this report, there is a table in
which we have summarized our analysis of capitalization rates for the comparable
sales. These capitalization rates were based on actual or actual near-term
potential gross annual income less expenses at time of sale. In each case,
expenses included new real estate taxes at market value as opposed to actual
taxes which are typically much lower. The capitalization rates derived from each
of these sale properties are summarized below:

Sale No.             1       2      3     4       5      6        7       8
- --------------------------------------------------------------------------------
Cap Rate (%):        8.54    8.6    9.1   9.34    9.6    10.15    7.9     9.69

The main factor influencing capitalization rates is the perception of risk.
Those properties perceived to have higher risk; will sell at higher
capitalization rates. The lower risk properties sell at lower capitalization
rates. Apartment properties, because of their low vacancy, generally fall into
the low risk category. Risk factors that should be taken into account in
selecting an appropriate capitalization rate include the following:

o Amount of available land zoned to allow future apartments 
o Upside (or downside) potential of cash flow 
o Existing or planned government restrictions on use and/or rent increases 
o Deferred maintenance and remaining life of site improvements 
o Marketability/liquidity 
o Availability of financing

Availability of Land (Potential of future competition)

While there are several hundred acres of undeveloped land in the general area,
most is zoned agriculture or has environmental issues such as sloughs/wetlands.
This is not to say, however, that additional apartments could not be developed
within a 50 mile radius. There has been very little apartment construction in
the area over the past 9 years. One of the main reasons is the high cost of land
and building. So, while future construction of apartments will occur to some
degree, the high cost will result in higher rents that likely will not compete
with the subject.

Upside Potential of Cash Flow

Gross revenue projected at stabilized occupancy is based largely on the current
average rate. The market rate, although close, is still lower than the actual
income. And given high occupancy in almost all Salinas apartment properties, it
appears certain that rents will continue to gradually


 Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095  48
<PAGE>

increase over the next 12 to 24 months. Consequently, upside rental potential
appears good at this particular time. The subject is not affected by rent
control, so this would not be a limiting factor.

Deferred Maintenance

The subject is well-maintained without any significant repairs or deferred
maintenance. Better-conditioned apartments tend to sell at lower capitalization
rates.

Marketability/Liquidity

Appropriately priced, the subject would have reasonably good marketability (see
Marketing and Exposure Estimate sections). This tends to lower the overall
capitalization rate since there would be good buyer demand.

Availability of Financing

Financing should not have a significant impact on the capitalization as capital
is available for this type of property.

Capitalization Rate Conclusion

In conclusion, the subject capitalization rate should fall between 8.5 to 9.0
percent, as evidenced by the sales. Discussions with brokers, property owners
and management companies indicate that apartment capitalization rates are
dropping in Santa Clara and Santa Cruz Counties. The subject has good upside
potential. Based on our analysis, the most probable subject capitalization rate
is at the lower end of the above range, or 8.5 percent.

                  $448,468/ .085= $5,280,000 (rounded)


 Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095  49
<PAGE>

                             INCOME APPROACH SUMMARY
- --------------------------------------------------------------------------------

INCOME
     Gross Annual Rental Income                                      $909,756
     Laundry                                                         $ 16,000

  TOTAL GROSS INCOME                                                 $925,756

Less: Vacancy & Collection Loss Allowance (5%)                        (46,288)
                                                                     -------- 
EFFECTIVE (COLLECTED) GROSS INCOME                                   $879,468

    Stabilized Operating Expenses                                Per Unit (rd)
    -----------------------------                                ----------- 
       Payroll                               $ 90,000               $650
       Taxes (Prop 13)                       $ 57,000               $395
       License & Permits                     $  2,000               $ 14
       Utilities                             $ 90,000               $647
       Insurance                             $ 14,000               $100
       Management Fee                        $ 35,000               4%
       *Administrative                       $ 18,000               $130
       Maintenance + Repair                  $ 76,000               $550
       Landscape/Cable T.V./Security         $ 27,000               $194
       Replacement Reserves                  $ 22,000               $160
                                             --------               ----
*includes -Advertising & Promotional

     TOTAL OPERATING EXPENSES                $431,000              $3,100 (49%)

     NET OPERATING INCOME (NOI)                                    $448,468

            OVERALL CAPITALIZATION RATE (Applied to NOI)                  .085
                                                                          ----

- --------------------------------------------------------------------------------
Market Value As Is:                                         $5,276,094
Rounded:                                                    $5,280,000
- --------------------------------------------------------------------------------

Other Capitalization Procedures

Other capitalization methods may be used in the appraisal of apartment
properties, although their understanding and use falls far short of direct
capitalization. The Discounted Cash Flow analysis (DCF) is one such method. In
this procedure, the value of a property is equivalent to the present value of
the annual before tax cash flows, over an assumed investment holding period,
plus the sale (reversion) of the property at the end of the holding period, at a
single discount rate. The


 Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095  50
<PAGE>

advantage of this approach is that it identifies variability in annual cash
flows, especially in a startup operation.

The Discounted Cash Flow Analysis requires several assumptions that impairs its
reliability. For this reason, it is oftentimes considered a secondary valuation
method in the appraisal of apartment appraisals.

In this appraisal, the DCF procedure has not been used as it does not provide
any additional insight into the valuation of this property. There are several
reasons for excluding this approach. There is nothing to suggest at this time
that there will be substantial changes in income patterns, although the
near-term trend appears to be continued strengthening and gradual increasing of
rents. Another reason is that there would be several assumptions that would have
to be made. Perhaps the most compelling is that the sales were not purchased on
a DCF approach. Employing a DCF for the subject would require that inferences be
made about each sales as to applicable yield and going-out capitalization rates,
as well as hold periods and annual expense and income increase (or decrease)
projections. If the majority of these sales were purchased in this manner, then
a DCF would have applicability however, this is not the case.

Income Approach Conclusion

The Income Approach concludes a value of $5,280,000.


 Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095  51
<PAGE>

SALES COMPARISON APPROACH
================================================================================

The Sales Comparison or Market Data Approach involves making an analysis of the
property being appraised based on sales of similar properties. To a lesser
degree, this procedure may consider the asking prices of current listings. The
market data approach presumes that a prospective purchaser would pay no more for
a property than the amount with which he or she could buy another of equal
utility. The reliability of this procedure is determined by: 1) availability of
comparable sales; 2) comparability of sales in terms of date of sale, location,
size, density, or other physical characteristics; and, 3) verification of the
sales data.

Although there are variations, apartment property sales are often analyzed using
four unit-of-comparison indicators:

              o Price per unit
              o Gross Income Multiplier or Effective Gross Income Multiplier
              o Price per Rentable Square Foot
              o Price per Room

Price Per Unit Method: The price per unit method is most often affected by unit
size, condition, overall functional utility, and location of a property. Sales
with high average unit sizes which are situated in the most desirable locations
tend to command the highest price per unit. Naturally, the existing potential
rent levels also affect the sale price, thus influencing the price per unit
value. Each of these factors determine the amount of net operating income that
can be generated per unit which is a fundamental measurement of investor return
when applying the price per unit method.

Price Per Room Method Sale price per room demonstrates the same relationship as
price per unit. Applying the same logic discussed above, which considers the
average unit size of the subject, existing rent levels, and location relative to
the comparable sales, a value per room can be estimated for the appraised
property.

Price Per Square Foot Method: While size is a strong influence in sale price per
unit and price per room, the rent levels attained by a property per square foot
are closely related to the price per square foot it may attain in the
marketplace. It is generally true that all else being equal, the rent per square
foot for larger units is less than the rents per square foot for small units.
Thus, apartment buildings which have larger unit sizes have lower rents per
square foot and therefore have lower selling prices per square foot.

Gross Income Multiplier Method: The gross income multiplier (GIM) technique is
oftentimes perceived as one of the most accurate market measure of value by the
Direct Sales Comparison Approach. The GIM is calculated by dividing the sale
price of the sale property by its gross annual income. This method tends to
equalize property differences such age, size, and number of units. In general,
where there is a fee simple title, apartment properties tend to sell at 5.5 to 8
times multiple on actual income. The range is tempered by a number of factors
that include location, condition, quality, and upside rental potential. The more
desirable properties with good track records will typically be higher on the
scale, whereas lower quality facilities in weak locations tend


 Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095  52
<PAGE>

to fall at the lower side. Since the GIM involves gross income rather than net
income, the appraiser must compare the level of expenses of the comparables with
the subject. This technique works best when expense operating ratios are
reasonably consistent. Comparison is not straightforward, for example, when the
sale property has an operating expense ratio that is significantly higher than
the subjects'. Consequently, when estimating a GIM, care must be taken when
comparing gross incomes. A variation of the GIM technique--effective gross
income multiplier (EGIM)--is calculated by dividing the sale price by the
effective gross annual income instead of the gross annual income. This
technique, however, often does not result in a further refinement since
apartment vacancy (and collection loss) throughout the region is very low.

Comparable Sales Description & Analysis

A search for apartment properties was made in Salinas and surrounding areas. No
sales of larger apartment complexes (over 100 units) in Salinas during 1995 and
1996 were found. The most recent larger apartment transaction in Salinas
occurred in 1994; a 60 unit complex sold in 1993 and an 112-unit property
transferred in late 1991. A summary of these sales is summarized on the
following pages. Additional information is included in the Addenda.

To obtain more recent sales data, it was necessary to expand the search into
nearby cities and counties. The strongest sales activity at this time is taking
place in Santa Clara County, adjacent to the north of Monterey County. A number
of larger sales have also taken place in Santa Cruz County, to the west. A brief
description of each sales area and how it relates to Salinas is summarized in
the following paragraphs.

Santa Clara County/San Jose: This is the largest county in the region with a
population of over 1.4 million. It contains the City of San Jose, the third
largest city in California. "Silicon Valley" originated in Santa Clara County.
The county is home to over 2000 electronic firms, including industry leaders
such as Intel and Hewlett-Packard. Over the past 20 months, technological
employment has dramatically increased resulting in the creation of several new
jobs. To fill new jobs, several thousand people have moved into "Silicon Valley"
thus creating a demand for housing. As a result, apartment and other housing
rents have increased substantially, nearly doubling from previous lows in some
cases. Investors have now caught on to increasing rental activity, and sales
activity is brisk. This market has "filtered" into nearby communities, including
Santa Cruz, Alameda County, and to some lesser degree, Salinas.

The resurgence of the Santa Clara County market comes after six years of
sluggish performance. The last major upswing was in 1982-85 when rents increased
annually by 18 to 20 percent. From 1995 to 1989, rents and vacancy were steady.
In late 1989, following the Loma Prieta earthquake and a decline in economic
activity, vacancy levels started to increase and rents became soft with rental
concessions given in some complexes. Starting in late 1994, the market started
to once again turn upward. In 1995, economic conditions improved and rents
increased to reflect a landlord's market. Today, vacancy is extremely low with
very units available for rent. This is expected to continue for at least the
next six to 12 months as little land is available for new apartment
construction.


 Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095  53
<PAGE>

                    COMPARABLE MARKET DATA - APARTMENT SALES

<TABLE>
<CAPTION>
       Project Name
Sale   Location                      No. Units   Sale Date (COE)    Year        Sale      Price/    GIM     Price Per Unit
No.    A.P.N.                        RSF-Bldg                       Built       Price     Sq. Ft    OAR      Cash-on-Cash
========================================================================================================================
<C>    <S>                            <C>           <C>             <C>      <C>          <C>      <C>           <C>    
[1]    Willow Garden Apartments
       1750 Stokes Street               186          6/14/96        1971     $13,650,000  $85.17   7.04          $73,387
       San Jose, CA                   160,260                                                      8.54%            6.8%

- ------------------------------------------------------------------------------------------------------------------------
2-story apartment garden style built in 1970. Wood frame, wood exterior. Average quality and condition. 190 covered
parking spaces (carports). Amenities include pool, spa, laundry, recreation room, balconies/patios, storage lockers, a/c.
6.40 acres (29.06 du/ac). First loan $10,600,000 from St. Paul Federal Bank. Document #13330744.
- ------------------------------------------------------------------------------------------------------------------------

[2]    Ocean Terrace
       1630 Merrill Street              100
       Santa Cruz, CA                80,724 sf       7/12/96        1972     $6,300,000   $78.04    6.5          $63,000
                                                                                                   8.6%             8.1%

- ------------------------------------------------------------------------------------------------------------------------
100-unit garden style built on 2.7 acres in county area of Santa Cruz. Built in 1972 there are six buildings, a pool,
exercise room, sauna, three laundry rooms, and on-site manager's office. Wood frame construction. Average quality and
avg+ condition. 130 on-site parking spaces. AEK kitchens. $4,725,00 first from Home Savings of America
- ------------------------------------------------------------------------------------------------------------------------

[3]    Fox Creek Village
       196 West Alvin Rd.,              168          9/24/94        1986     $9,350,000   $66.31    6.8          $55,650
       Salinas, CA                    141,856                                                      9.1%            9.87%

- ------------------------------------------------------------------------------------------------------------------------
Built in 1986, Fox Creek Village consists of 76, 1/br/1ba units measuring 708 sf; 24, 2br/1ba units measuring 875 sf,
and 68, 2/br/1ba units 986 sq ft. The gross building area is 145,023; the net rentable has been reported at 141,856 sf.
36 units have wood-burning fireplaces. Units include patios or balconies, refrigerators, microwaves, dishwashers,
disposals, and laundry hook-ups. There are laundry rooms with washers and dryers in the complex. Above average to good
quality and condition. One covered parking space per unit.
- ------------------------------------------------------------------------------------------------------------------------

[4]    Kingdale Oaks
       1919 Fruitdale Avenue            331          8/15/95        1970     $16,760,000  $66.22   6.01          $50,634
       San Jose, CA                 253,098 sf                                                     9.34%           11.1%

- ------------------------------------------------------------------------------------------------------------------------
Average quality, 1, 2 and 3-story buildings built in 1964-1970 Wood frame and stucco. Concrete slab. Average condition.
331 covered parking spaces (carport). 166 open parking. Amenities include 2 heated pools, spa, poolside grills, laundry
rooms, volleyball, and recreation building. Elevator served. New first loan from St. Paul Federal Bank, and seller
second. Marketing time was reported at six months. 11.76 acres (28.15 du/ac), 1, 2 and 3 bedroom units.
- ------------------------------------------------------------------------------------------------------------------------

========================================================================================================================
</TABLE>

Note: The above data was obtained from sources deemed reliable. However, the
      accuracy of the data cannot be guaranteed by R. Saia, MAI Associates
      (9/96)


                                                                              54
<PAGE>

                    COMPARABLE MARKET DATA - APARTMENT SALES

<TABLE>
<CAPTION>
       Project Name
Sale   Location                      No. Units   Sale Date (COE)    Year        Sale      Price/    GIM     Price Per Unit
No.    A.P.N.                        RSF-Bldg                       Built       Price     Sq. Ft    OAR      Cash-on-Cash
========================================================================================================================
<C>    <S>                            <C>           <C>             <C>      <C>          <C>      <C>           <C>    
[1]    Willow Garden Apartments
       1750 Stokes Street               186          6/14/96        1971     $13,650,000  $85.17   7.04          $73,387
       San Jose, CA                   160,260                                                      8.54%            6.8%

- ------------------------------------------------------------------------------------------------------------------------
2-story apartment garden style built In 1970. Wood frame, wood exterior. Average quality and condition. 190 covered
parking spaces (carports). Amenities include pool, spa, laundry, recreation room, balconies/patios, storage lockers, a/c.
6.40 acres (29.06 du/ac). First loan $10,600,000 from St. Paul Federal Bank. Document #13330744.
- ------------------------------------------------------------------------------------------------------------------------

[2]    Ocean Terrace
       1630 Merrill Street              100
       Santa Cruz, CA                80,724 sf       7/12/96        1972     $6,300,000   $78.04    6.5          $63,000
                                                                                                   8.6%             8.1%

- ------------------------------------------------------------------------------------------------------------------------
100-unit garden style built on 2.7 acres in county area of Santa Cruz. Built in 1972 there are six buildings, a pool,
exercise room, sauna, three laundry rooms, and on-site manager's office. Wood frame construction. Average quality and
avg+ condition. 130 on-site parking spaces. AEK kitchens. $4,725,00 first from Home Savings of America
- ------------------------------------------------------------------------------------------------------------------------

[3]    Fox Creek Village
       196 West Alvin Rd.,              168          9/24/94        1986     $9,350,000   $66.31    6.8          $55,650
       Salinas, CA                    141,856                                                      9.1%            9.87%

- ------------------------------------------------------------------------------------------------------------------------
Built in 1986, Fox Creek Village consists of 76, 1/br/1ba units measuring 708 sf; 24, 2br/1ba units measuring 875 sf,
and 68, 2/br/1ba units 986 sq ft. The gross building area is 145,023; the net rentable has been reported at 141,856 sf.
36 units have wood-burning fireplaces. Units include patios or balconies, refrigerators, microwaves, dishwashers,
disposals, and laundry hook-ups. There are laundry rooms with washers and dryers in the complex. Above average to good
quality and condition. One covered parking space per unit.
- ------------------------------------------------------------------------------------------------------------------------

[4]    Kingdale Oaks
       1919 Fruitdale Avenue            331          8/15/95        1970     $16,760,000  $66.22   6.01          $50,634
       San Jose, CA                 253,098 sf                                                     9.34%           11.1%

- ------------------------------------------------------------------------------------------------------------------------
Average quality, 1, 2 and 3-story buildings built in 1964-1970 Wood frame and stucco. Concrete slab. Average condition.
331 covered parking spaces (carport). 166 open parking. Amenities include 2 heated pools, spa, poolside grills, laundry
rooms, volleyball, and recreation building. Elevator served. New first loan from St. Paul Federal Bank, and seller
second. Marketing time was reported at six months. 11.76 acres (28.15 du/ac), 1, 2 and 3 bedroom units.
- ------------------------------------------------------------------------------------------------------------------------

========================================================================================================================
</TABLE>

Note: The above data was obtained from sources deemed reliable. However, the
      accuracy of the data cannot be guaranteed by R. Saia, MAI Associates
      (9/96)


                                                                              55
<PAGE>

Housing prices in San Jose are higher than they are in Salinas. Good Salinas
neighborhoods, such as those found in north Salinas, can be compared to the more
average/middle income areas of San Jose as well as the agricultural communities
of Gilroy and Morgan Hill, in southern Santa Clara County. Still, downward
adjustments are required for location when comparing San Jose to Salinas.

Santa Cruz: In general, rental housing in Santa Cruz is less than it is in San
Jose, but higher than in Salinas. Although considered more desirable, Santa Cruz
is a relatively good area to draw comparable sales for comparison to Salinas.
Santa Cruz is a coastal community that relies heavily on tourism and
agriculture; some technology has filtered into the area from Silicon Valley.
Rents have been increasing, but not nearly at the pace of San Jose. Occupancy is
also extremely high in this area. A downward location adjustment is required
when comparing a Salinas property to a Santa Cruz property.

Monterey: No sales over 100 units were found in Monterey. This is mainly due to
the limited number of larger units in the city. Although the City of Monterey is
superior to Salinas in residential desirability, nearby cities such as Seaside
and Marina are overall comparable. However, no sales of larger units were found
in this area as well.

Adjustment Process

The most common unit of comparison indicator for apartments is price per unit.
As such, the subject has been adjusted to the comparable sales on this basis. A
sequence for making adjustments must be followed when percentage adjustments are
calculated and added together. The first adjustment is for property rights
conveyed. In this case, all properties sold fee simple or leased fee (short term
leases of less than one year); no leasehold sales were included. Thus, no
adjustment was required.

The second adjustment converts the transaction price of the comparable into its
cash-equivalent or modifies it to match the financing terms projected for the
subject property. No sales with financing favorable enough to significantly
influence the sales price were included, no adjustment was required.

The third adjustment is made for conditions of sale or other (e.g., personal
property included in sale price). No REO or distressed sales were included, and
no sales with furnished units were considered. Every apartment has some amount
of personal property that transfers with the property, however, these items are
nominal.

Other adjustments considered were based on differences in market conditions,
appeal, quality/density, condition, and size. No specific adjustment was made
for rent control (i.e., San Jose complexes), although this is considered in the
location adjustments.

Shown on the following pages is a table summarizing eight apartment sales.
Additional information concerning each sale, including recording data and a
photograph, is in the Addenda.

Apartment Sale Number 1, at $73,387 per unit, is a June 1996 sale of the Willow
Gardens Apartments, an 186-unit garden style walk-up apartment located in a
centrally-located middle-income neighborhood in San Jose. This is an average
quality complex in average condition at time of sale. There are 162, two
bedroom/two bath units, and 24, three bedroom/two bath units. The average unit
size is 861 square feet. Amenities consist of a pool, spa, recreation building,
and laundry rooms. The


 Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095  56
<PAGE>

project sits on 6.40 acres, indicating a density of 29.06 units per acre. The
project falls under San Jose Rent Control, which limits rental increases to
eight percent with pass-through for extraordinary and capital expenses.

The purchase price of $13,650,000 represents a rentable per square foot
indicator of $85.17, and a per room value of $17,773. The GIM on actual rental
income is 7.04. On market rents, the GIM is 6.29, indicating reasonably good
upside rental potential. The Overall Capitalization Rate is 8.54 percent on
actual income less actual expenses adjusted for new taxes and reserves. The
cash-on-cash rate is 6.8 percent.

In comparison to the subject, a downward adjustment is required for location. As
noted, San Jose rent levels are higher than those found in Salinas. For example,
a two bedroom/two bath unit at Willow Garden is $ 1,000+, or about $300 per
month per unit higher than in Salinas. A downward adjustment of 25 percent as
based on rental differential appears reasonable. The subject's average unit size
at only 676 square feet is well below the comparable, resulting in a 15 percent
downward adjustment. The quality and condition are similar, the subject has a
lower density, but this has already been reflected in the location adjustment.
Adjusting this comparable by 40 percent, results in an indicated subject per
unit value of $44,000 (rounded).

Apartment Sale Number 2, at $63,000 per unit, is a July 1996 sale of the Ocean
Terrace Apartments, an 100-unit garden style walk-up apartment located in an
unincorporated area of Santa Cruz County between the cities of Capitola and
Santa Cruz. This is an average plus quality complex in above average condition
at time of sale. There are 52, two bedroom/units, and 32, one bedroom/ units.
There are also 16, 3 bedroom units. The average unit size is 807 square feet.
Amenities consist of a pool, sauna, exercise room, and laundry rooms. The
project sits on 2.70 acres, indicating a density of 37 units per acre.

The purchase price of $6,300,000 represents a rentable per square foot indicator
of $78.04, and a per room value of $16,406. The GIM on actual rental income is
6.5. Market rents were about 3 percent higher than actual income during the six
month marketing period. The Overall Capitalization Rate is 8.6 percent on actual
income less actual expenses adjusted for new taxes and reserves. The
cash-on-cash rate is 8.1 percent.

In comparison to the subject, a downward adjustment is required for location, As
noted, Santa Cruz rent levels are higher than those found in Salinas. For
example, a two bedroom/two bath unit at Ocean Terrace is $800-850+, or about
$100-250 per unit higher than in Salinas as compared to a similar complex. A
downward adjustment of 15 percent as based on rental differential appears
reasonable. The subject's average unit size is smaller, resulting in a 10
percent downward adjustment. In addition, a downward adjustment of 10 percent is
made for the subject's larger size. Smaller properties tend to sell at higher
unit values because they appeal to a larger group of buyers. Adjusting downward
by a total of 35 percent, results in an indicated subject per unit value of
$41,000 (rounded).

Apartment Sale Number 3, at $55,655 per unit, represents Fox Creek Village, an
168-unit two-story garden complex built in 1986, located nearby the subject in
north Salinas. Fox Creek includes a pool, tennis court, recreation building and
laundry facilities. There are 76, one bedroom units; and, 92 two


 Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095  57
<PAGE>

bedroom units. The average unit size is 844 square feet - almost 25 percent
higher than the subject. Some of the units have fireplaces. Parking is by
carport stalls and open spaces. The overall quality and condition are good,
superior to the subject.

In comparison to the subject, a downward adjustment of 10 percent is required
for size. Another adjustment of 20 percent is made for this property's lower
effective age and superior quality and amenities. Although there are no sales in
Salinas to determine whether apartment property value has increased since the
September 1994 sale date, it is logical to assume that since rents are now
somewhat higher that values are likely higher as well. Consequently, an upward
adjustment of 5 percent is made. Overall, the adjustments total downward by 25
percent, indicating a subject unit value of $42,000 (rounded).

Apartment Sale Number 4, at $50,634 per unit, is located south of Freeway 280
near San Jose City Community College within single family and apartment
neighborhood. the project is under San Jose Rent Control Ordinance. This is
average quality and condition. The buildings are wood frame and stucco with flat
T&G roofs built in 1964 and 1970. There are 36, studios; 264 1br/1ba units; 20,
2br/1ba units; 5, 3br/2ba; and, 6 2br/2ba units. Amenities include 2 heated
pools, poolside grills, laundry rooms, recreation room, and volleyball. Elevator
served. Units have either balcony or patio and are separately metered. Average
condition. 1.5 parking spaces per unit (166 open spaces and 331 carport).
According to selling broker Bruce Hermann with Marcus & Millichap, gross
scheduled actual income at time of sale was $2,787,000, or approximately $700
per unit per month. Actual vacancy (and stabilized vacancy) was 4.38%.
Factoring-in taxes at market (per Prop 13), total expenses were reported at
approximately $1,100,000. Net operating income is estimated at $1,565,000.
Financing consisted of a 1st from St. Paul Federal Bank of $14,850,000 (VIR) 8%,
25-yr amortization and a seller second of $556,000 @ 7%, 2 years resulting in a
total annual debt service of $1,414,297. Cash flow (after debt service) is
$150,703, indicating a cash-on-cash rate of 11.1% on the cash downpayment of
$1,354,000. The marketing time was reported at 6 months. The sale reportedly did
not involve an exchange. This sale closed in August 1995, but was negotiated
several months prior.

In comparison to the subject, a downward adjustment is required for location,
although not as great as the adjustment made for Sale 1. The subject has
superior appeal, but due to the locational difference a downward adjustment of
15 percent is made. A 5 percent upward adjustment is required for market
conditions, that is, rents have moved upward over the past 1.5 years. A 5
percent upward size adjustment was since the subject is a smaller project. The
subject's average unit size is smaller, thus requiring a 10 percent downward
adjustment. In total, a 15 percent downward adjustment is made resulting in an
indicated subject value of $43,000 (rounded).

Apartment Sale Number 5, at $50,685 per unit, represents a nine building,
two-story, garden style complex of average quality. The project is located near
Highway 1 in the City of Santa Cruz. It is in a neighborhood of predominately
small bungalow single family homes built from 1930 to 1970; a new zero-lot line
SFR development is located directly across. There are 42 studio units with an
average size of 550 square feet; 60, 1br/1ba units @ 650 sf and, 44, 2br/1ba
units of 750 sf. The rentable area is 95,100 square feet (avg. unit = 651).
There are no recreational amenities except for pool and common utility rooms.
Landscaping is extensive in some areas. One-half of


 Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095  58
<PAGE>

the units are subsidized housing units. At time of sale, "market" rents were
$600 for studio, $750 for 1 bedrooms, and $850 for two bedrooms. The gross and
net incomes are estimates based on reported actual income per MLS listing
(#369018). According to assessor's office, some buildings had deferred
maintenance, however, the cost to repair is not known.

In comparison to the subject, a downward adjustment of 20 percent is required by
this comparable's superior location. No adjustment are required for average unit
size, quality and condition. Applying the 20 percent downward location
adjustment, results in an indicated subject unit value of $40,500 (rounded).

Apartment Sale Number 6, at $74,348 per unit, is located in west Santa Cruz off
Highway 1. This is a good quality walk-up garden design built in 1989. It is the
newest complex built in west Santa Cruz area. Amenities include a swimming pool
and carport parking. There are no other recreational facilities, although the
complex is within a short drive to beaches and three miles to Santa Cruz Beach &
Boardwalk (good tenant appeal). The buyer paid $300,000 in repairs and $175,000
commission, thus actual price was somewhat higher than reported above. The
property was never exposed to the open market. The higher than normal
capitalization rate is reflective of this and the extra cost to the buyer of
repairs and commission. There are 18, 1br/1ba units; 69, 2br/2ba units; and, 28,
2br/2.5 ba units. Market rents are about 3-5 % higher than actual.

In comparison to the subject, downward adjustments are required for age,
location, average unit size and size. We estimate these to be 40 percent. The
indicated subject value per unit from this sale is $44,500 (rounded).

Apartment Sale Number 7, at $51,200 per unit, represents an average to good
quality garden style apartment complex located in north Salinas. There are 23, 1
bedroom units and 37, 2 bedroom units. The 60 unit complex is smaller and newer
than the subject, however, it is very similar in location. The subject's average
unit size is significantly smaller, thus requiring a 10 percent downward
adjustment. In addition, adjusting this sale down by 20 percent for size and
effective age, and upward by 5 percent for improved market conditions since date
of sale results in an indicated subject value per unit of $38,500 (rounded).
Although this is a nearby comparable, because of its smaller size and older
sales date less emphasis was placed on it in the final analysis.

Apartment Sale Number 8, at $53,125 per unit, represents the sale of the
112-unit Cypress Landing Apartments in north Salinas. One of the last complexes
to have been built in Salinas, Cypress was completed in 1989. There are 12,
two-story buildings. Amenities include a pool, hot tub, weight room, tennis
court and recreation building. All units have patios or balconies,
refrigerators, R/O and dishwashers; some have fireplaces. There are 36, 1br/1ba
units; and, 76 2br/2ba units measuring between 955 to 985 square feet. Carport
and open parking. The average unit size is 899 square feet. Gross annual income
at time of sale was $925,740, and net operating income was $573,218, indicating
a cap rate of 9.69%.

Normally, a 1991 sale would not be used as part of a primary sales analysis. In
this case, given the scarcity of large apartment sales in Salinas, it has been
used.


 Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095  59
<PAGE>

No adjustment is required for location. Cypress is newer than the subject, and
has superior appeal. It is also smaller, and has a significantly higher average
unit size. A 35 percent downward adjustment is reasonable for these factors. On
the other hand, an upward adjustment of 5 percent is made for improved market
conditions since late 1991. On balance, a negative 30 percent adjustment is
applied indicating a subject unit value of $37,000 (rounded).

Sales Comparison Approach Summary & Conclusion

The sales analyzed in the sales comparison approach range in size from 60 to 331
spaces, and in unadjusted price from $50,634 to $74,387 per unit. After
adjustment, the sales indicated the following range of value:

Sale 1     Sale 2     Sale 3    Sale 4        Sale 5        Sale 6      Sale 7
- ------     ------     ------    ------        ------        ------      ------
$44,000    $41,000    $42,000   $43,000       $40,500       $44,500     $38,500

           Sale 8
           ------
           $37,000

For one reason or another, the sales are not highly similar. They do, however,
provide a reasonably narrow range of potential subject value. The sales
consistently group around $40,000. As such, the subject's indicated per unit
value is $40,000, or as outlined below.

- --------------------------------------------------------------------------------
            139 units     x    $40,000/unit   =  $5,560,000
- --------------------------------------------------------------------------------

Check for Reasonableness: Based on a market value of $5,560,000, the subject
property would have the following unit of comparison indicators:

             Price Per Rentable SF:             $62.92
             Price Per Room:                    $13,333
             GIM:                                6.0

Price Per Rentable SF: The unadjusted range of the comparables is $59.11 to
$85.17. Although towards the lower end, the indicated $61.33 per square foot
value is supported by this range.

Price Per Room: The unadjusted range of the comparables is $14,157 to $19,344;
most are in the $14,000 to $16,000 range. The subject is below the lower end. As
such, the price per room method is not supported, but is not entirely
out-of-line either.

GIM: The subject has a high expense ratio (in comparison to gross income) which
should be considered in selecting the appropriate GIM. The range of the
comparables is 6.01 to 7.83; most range from 6.01 to 6.8. At 6.0, the subject is
supported by the sales when considering its higher expense ratio. Consequently,
it is our opinion that the above value estimate is adequately supported by the
GIM technique.


 Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095  60
<PAGE>

Two of the three sales comparison unit-of-comparison indicators support the per
unit value conclusion. The most important of the three--GIM--supports the
conclusion, therefore we have concluded the following Sales Comparison Method
value:

CONCLUSION:                         $5,560,000


 Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095  61
<PAGE>

RECONCILIATION OF THE VALUE ESTIMATES

The market value of the subject property has been estimated by two of the three
traditional appraisal approaches. The indications given by each are summarized
as follows:

================================================================================
Income Approach                                              $5,280,000
Sales Comparison Approach                                    $5,560,000
================================================================================

In order to determine our final opinion of value, the reliability and relevance
of each value based upon the quality of data collected, and the applicability of
the assumptions underlying each approach was considered.

The cost approach was not used in this appraisal. Although it may have some
relevancy, it is not a primary valuation method.

The Sales Comparison Approach is a more accurate method than the Cost Approach,
but is flawed to some degree by the limited number of comparable sales in the
Salinas area. The sales that were available, however, provided consistent
support.

The Income Capitalization Approach is the better of the two methods, but is also
flawed to some degree by the lack of recent sales in Salinas. The sales provided
a strong central tendency in indicating that capitalization rates are within a
range of 8.0 to 9.5 percent; however, market conditions are improving and
capitalization rates may be decreasing. Without recent empirical data in
Salinas, however, it is difficult to pinpoint a specific rate for the subject
property. Still, most weight has been given to the Income Approach in concluding
a final value estimate.

STATEMENT OF VALUE

Based on the foregoing analysis, the value of the subject property, as of
September 28, 1996, is estimated as follows:

                   FIVE MILLION FOUR HUNDRED THOUSAND DOLLARS
                                  ($5,400,000)


 Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095  62
<PAGE>

MARKETING PERIOD
================================================================================

The sales marketing time is the time that it should take to market and sell the
property in its "as is" condition as of the date of the appraisal. This should
not be confused with exposure time which is the amount of time necessary to
expose a property to the open market in order to achieve a sale.

Marketing time is a forward estimate of the amount of time necessary to expose a
property on the open market in order to achieve a sale from the effective date
of the appraisal.

Indications of the marketing times associated with the "as is" market value
estimates are provided by the marketing time of sale comparables, and interviews
with participants in the market. The sales marketing period is a period of time
that is reasonable in light of a given property's characteristics and market
conditions, based on certain assumptions. To our knowledge, there have been no
sales the size of the subject in the Northern Monterey County market area over
the past year. Sales from other parts of Northern California indicate that the
marketing time would be less than 6 months.

Apartment sales that have taken place over the past 24 months indicate that
marketing times rarely exceed 6 months, and usually fall between 1 to 6 months.
The length of time is not only a function of physical and locational
characteristics, but the marketing and pricing. Based on the subject
characteristics and assuming a list price close to the estimated market value,
marketing time is estimated at 2-5 months.

EXPOSURE PERIOD
================================================================================

USPAP requires that an estimate of reasonable exposure time be made in the
performance of an appraisal where the value being sought is "as-is".

In the USPAP, the Comment to Standards Rule 1-2(b) states:

When estimating market value, the appraiser should be specific as to the
estimate of exposure time linked to the value estimate.

The Comments to Standard Rules 2-2(a)(v) and 2-2(b)(v) state:

 ...Defining the value to be estimated requires both an appropriately referenced
definition and any comments needed to clearly indicate to the reader how the
definition is being applied [See Standards Rule 1-2(b)]...

The Statement issued by the Appraisal Standards Board is as follows:


 Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095  63
<PAGE>

Reasonable exposure time is one of a series of conditions in most market value
definitions. Exposure time is always presumed to precede the effective date of
the appraisal.

Exposure time may be defined as follows: The estimated length of time the
property interest being appraised would have been offered on the market prior to
the hypothetical consummation of a sale at market value on the effective date of
the appraisal; a retrospective estimate based upon an analysis of past events
assuming a competitive and open market.

Exposure time is different for various types of real estate and under various
market conditions. It is noted that the overall concept of reasonable exposure
encompasses not only adequate, sufficient and reasonable time but also adequate,
sufficient and reasonable effort. This statement focuses on that time component.

The fact that exposure time is always presumed to occur prior to the effective
date of the appraisal is substantiated by related facts in the appraisal
process: supply/demand conditions as of the effective date of the appraisal; the
use of current cost information; the analysis of historical sales information
(sold after exposure and after completion of negotiations between the seller and
buyer); and the analysis of future income expectancy estimated from the
effective date of the appraisal.

Since there are few comparable properties to the subject that have sold in this
market area, estimating exposure time is based more on discussions with
knowledgeable real estate professionals. All of the sales with known marketing
times took less than 6 months.

The exposure time period assumes that the subject is appropriately priced and
marketed. Obviously, a list price that is significantly higher than what the
property is worth will result in a longer than typical marketing period.
Although it could be sooner or later, our best estimate of an exposure period
(based on our appraised value) is 4 months.

ALLOCATION OF FURNITURE, FIXTURES AND EQUIPMENT
================================================================================

For the most part, apartment in the subject region do not require significant
furniture, fixtures or equipment as part of the ongoing operation of the
property. In the case of the subject, FF&E is minimal and contributes only a
nominal value to the overall property worth. Personal property items observed on
the premises include pool equipment, furniture in the recreation/clubhouse,
office furniture and equipment (e.g., computer/printer) carts, supplies, etc.

The market value of the above is estimated at less than $15,000. Some of the
personal property items such as the computer and copier (i.e., office equipment)
would be removed upon sale. All of the comparables had similar amounts of
personal property items that were included in the sale, thus there is no need
for an adjustment.


 Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095  64
<PAGE>

Although not as management intensive as a hotel, apartments require management
expertise that technically creates some (minor) going-concern value. In valuing
the subject, any going-concern/goodwill has effectively been removed by
deducting an offsite professional management fee. The net incomes estimated from
each sale comparable also had offsite management fees deducted. It is assumed
that the subject will continue to operate under professional management.

In conclusion, the estimated market value of the subject is of the real estate
only; FF&E (personal property) is nominal and any going-concern/goodwill value
would have been removed in the deduction of an offsite professional management
fee.

ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

The estimate of value contained herein is based upon and subject to the
following assumptions and qualifying conditions, to which the addressee shall be
deeded to consent by acceptance hereof:

It is assumed that merchantable fee simple title, free of encumbrance, is vested
in the owner of record. It is recognized that a potential purchaser would likely
consider the effect of value through consideration of the maximum conventional
financing available for the property type as of the date of value.

It is assumed that the property is subject to lawful, competent and informed
ownership and management. It is also assumed that all financial information on
the business operation is correct; errors or misstatements may have a material
impact on the appraised value. We reserve the right to make changes if such
errors or misstatements were later discovered.

It is assumed that the information supplied by the addressee as to the parcel or
parcels of real estate is correct and complete, including the legal description
as it appears in this report. The appraisers assume no responsibility for
matters of legal nature affecting the property or the title thereto, nor does
the appraisers render any opinion as to title. No attempt has been made to
render an opinion of or status of easements that may exist.

It is understood that exhibits included in this report are solely for the
purpose of assisting the reader to visualize or understand its content and are
not intended to be exact in scale or detail. It is understood that no survey has
been made to render an opinion of or status of easements that may exist.

It is understood that material contained herein which is stated to be or is
obviously furnished by others is believed to reliable but has not been verified
except as specifically stated. Such information is believed to be true and
correct; however, no responsibility for accuracy can be assumed by the
appraisers.


 Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095  65
<PAGE>

We are not required to give testimony or appear in court because of having made
this appraisal, with reference to the property in question, unless arrangements
have been previously; made therefor.

The distribution of the total valuation in this report between land and
improvements applies only under the existing program of utilization. The
separate valuations of land and building must not be used in conjunction with
any other appraisal and are invalid if so used.

If this appraisal contains a valuation relating to a geographical portion of a
large parcel or tract or real estate, the value reported for such geographical
portion relates to such portion only and should not be construed as applying
with equal validity to other portions of the larger parcel or tract, and the
value of all geographical portion may or may not equal the value to the entire
parcel or tract considered as an entity.

We assume that there are no hidden or unapparent conditions of the property,
subsoil or structures which would render it more or less valuable. We assume no
responsibility for such conditions or for engineering which might be required to
discover such factors. The appraisers assume the mechanical equipment to be in
good working order unless expressed otherwise.

Unless otherwise stated in this report, the existence of hazardous materials,
which may not be present on the property, was not observed by the appraisers.
The appraisers have no knowledge of the existence of such materials on or in the
property. The appraisers, however, are not qualified to detect such substances.
The presence of substances such as asbestos, urea-formaldehyde foam insulation,
or other potentially hazardous materials may affect the value of the property.
The value estimate is predicated on the assumption that there is no such
material on or in the property that would cause a loss in value. No
responsibility is assumed for any such conditions, or for any expertise or
engineering knowledge required to discover them. The client is urged to retain
an expert in this field, if desired.

All information and comments concerning the location, neighborhood, trends,
construction quality and costs, loss in value from whatever cause, condition,
rents, or any other data of the property appraised herein represent the
estimates and opinions of the appraisers formed after an examination and study
of the property.

While it is believed the information, estimated and analysis given and the
opinions and conclusions drawn therefrom are correct, the appraisers do not
guarantee them and assumes no liability for any errors in fact in analysis or in
judgment.

Disclosure of the contents of this appraisal report (especially any conclusions
as to value), the identity of the appraisers or the firm with which they are
connected, or any reference to the Appraisal Institute, or the SRPA/MAJ
designations shall not be disseminated to the public through advertising media,
public relations media, news media, sales media, or any


 Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095  66
<PAGE>

other public means of communication without the prior written consent and
approval of the undersigned.

The appraisers are considered the owner of the report, and delivery of same has
been to addressee only for his specific intended real estate decision.

Certain forms, formatting and techniques contained herein are private property
and proprietary in nature. As such, they are protected under state and federal
laws covering trademarks, copyrighting, etc. Copying or re-use is strictly
prohibited without expressed written consent.

Certain information contained herein is considered "not for public knowledge"
and is provided herein "under strictest confidence." Said information shall be
used only in connection with the business decision as specifically described in
the function of the appraisal. No other use of any information contained herein
is permitted. Said information shall not be re-used, shared, disclosed, etc.,
except in accordance with the certification, limiting conditions, function and
purposes as contained herein. Any deviation from the above may subject the user
to additional legal action for invasion of privacy.

Acceptance and use of this report constitutes specific and implied consent to
all condition, limitations, etc. Further, the client shall hold harmless the
appraisers for any unpermitted use or action resulting from such use.

On appraisals subject to satisfactory completion of repairs, alterations, or new
construction, the appraisal report and value conclusions are contingent upon
completion of the improvements in a timely and workmanlike manner, and as of the
effective date of the appraisal.

Any projections in income and expenses in this report are not predictions of the
future. Instead, they are an estimate of current thinking of market participants
of what future income and expenses will be. No warranty or representation is
made that these projections will materialized.

This appraisal was prepared for Home Savings as client to be used in lending
decisions or any related business pertaining to its interest in the appraised
property. If an informational copy has been provided to the owner it should not
be utilized for other functions.

The Americans with Disabilities Act (ADA) became effective January 26, 1992. The
appraiser has not made a specific compliance survey and analysis of this
property to determine whether or not it is in conformity with the various
detailed requirements of the ADA.


 Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095  67
<PAGE>

CERTIFICATION OF APPRAISAL
================================================================================

I certify that, to the best of my knowledge and belief:

1. The statements of fact contained in this report are true and correct.

2. The reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions, and are our personal, unbiased
professional analyses, opinions and conclusions.

3. I have no present or prospective interest in the property that is the subject
of this report, and we have no personal interest or bias with respect to the
parties involved.

4. My compensation is not contingent upon the reporting of a predetermined value
or direction in value that favors the cause of the client, the amount of the
value estimate, the attainment of a stipulated result, or the occurrence of a
subsequent event.

5. The analyses, opinions and conclusions were developed, and, this report has
been prepared, in conformity with Title XI of the Federal Financial Institutions
Reform, Recovery, and Enforcement Act of 1989 (FLRREA) and its regulations, as
well as the Code of Professional Ethics and Standards of the Professional
Conduct of the Appraisal Institute and the Uniform Standards of Professional
Appraisal Practice (USPAP) of the Appraisal Foundation and the Appraisal
Institute.

6. Robert Saia and James Barcells, SRA have made a personal inspection of the
property. Mr. Saia's General Certificate from the State of California is valid
and in good standing as of the appraisal date.

7. No one other than the undersigned prepared the analyses, conclusions, and
opinions concerning real estate that are set forth in this appraisal report. It
should be noted that James Barcells helped with the preparation of the report.

8. The use of this report is subject to the requirements of the Appraisal
Institute relating to review by its duly authorized representatives.

9. Members of the Appraisal Institute are required to meet certain continuing
education requirements. As of date of this report, Mr. Saia have completed the
requirements of the continuing education program of the Appraisal Institute.

/s/ Robert S. Saia
- -------------------
Robert S. Saia, MAI
OREA Cert #AG003191


 Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095  68
<PAGE>

                                   -ADDENDA--






 Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095  69
<PAGE>

                         PHOTOGRAPHS OF SUBJECT PROPERTY



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   Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
<PAGE>

                         PHOTOGRAPHS OF SUBJECT PROPERTY



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   Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
<PAGE>

                           NEIGHBORHOOD LOCATION MAP



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                                   ZONING MAP



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                                    PLAT MAP



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                              RENTAL LOCATION MAP



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                          COMPARABLE SALES LOCATION MAP



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<PAGE>

                    COMPARABLE SALES LOCATION MAP Santa Cruz



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<PAGE>

                     COMPARABLE SALES LOCATION MAP San Jose



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<PAGE>

                             APARTMENT SALE NUMBER 1

Project Name:                      Willow Garden Apartments

Location:                          1750 Stokes Street, San Jose

Assessor's Parcel No.:             284-24-008

Grantor:                           Marie Helen Pejcha Trust

Grantee:                           Willow Gardens Ltd.

Rec. Doc. #:                       #13330744

Sales Date:                        June 14, 1996

Sales Price:                       $13,650,000

No. of Units:                      186

Condition/Quality:                 Average/average

Site Area:                         6.40 acres (29.06 du/ac)

Year Built:                        1971

- --------------------------------------------------------------------------------
Value Indicators:                  Price/Unit: $73,387    Price/Room: $17,773
                                   GIM: 7.04              Price/RSF: $85.17
- --------------------------------------------------------------------------------

Stabilized NOI Est.:               $1,165,752

- --------------------------------------------------------------------------------
OAR:                               8.54%
- --------------------------------------------------------------------------------

Occupancy:                         99.0% (1 unit vacant @ time of sale)

Financing:                         see comments below

Comments: Average quality garden style two-story walk-up built in 1971. Average
condition and appeal. There are 162, two bedroom/two bath units, and 24, three
bedroom/2 bath units. Gross rentable area is 163,740 sf. Zoning is R-4, high
density. Located in area of apartments, condominiums and single family homes
(middle income) with commercial/retail along major arterials. Centrally-located,
close to shopping, schools, employment and freeway access. Financing terms
consisted of $10,600,000 first, and a seller second of $1,275,000 @ 8%, 2 yrs.
The buyer put down $1,775,000. The
<PAGE>

market income is estimated at $2,170,200 and the actual was $1,940,052 at time
of sale. The market derived GIM is 6.29, and the market derived OAR is 9.06%
(actual OAR = 8.54%). Under San Jose Rent Control Ordinance which limits annual
rent increases to 8 percent.

Source/Confirmation: various, including public records, inspection, Comps Inc.,
Stan Jones Marcus & Millichap.

                                [photo omitted]
<PAGE>

                             APARTMENT SALE NUMBER 2

Project Name:                      Ocean Terrace

Location:                          1630 Merrill Street, Santa Cruz

Assessor's Parcel No.:             027-274-41

Grantor:                           Santa Cruz Central Investments

Grantee:                           D&M Piterman

Rec. Doc. #:                       #8760321

Sales Date:                        July 12, 1996

Sales Price:                       $6,300,000

No. of Units:                      100

Condition/Quality:                 Average+/Average+

Site Area:                         2.7 acres (37 un/ac)

Year Built:                        1972

- --------------------------------------------------------------------------------
Value Indicators:                  Price/Unit: $63,000   Price/Room: $16,406
                                   GIM : 65              Price/RSF: $78.04
- --------------------------------------------------------------------------------

Stabilized NOI Est.:               $543,984

- --------------------------------------------------------------------------------
OAR:                               8.6%
- --------------------------------------------------------------------------------

Occupancy:                         100% (0 unit vacant @ time of sale)

Financing:                         New First from Home Savings (see below)

Comments: 100 unit garden style two-story walk-up built in 1972. It is located
in an unincorporated area of Santa Cruz County one mile from the city limits of
Santa Cruz and two miles north of Capitola Village, a seaside tourist area. The
neighborhood is predominately average quality single family and apartments with
scattering of mobile home parks and small retail/shopping centers. The ocean is
approximately one-half mile south. Amenities include a pool, sauna, three
laundry rooms,
<PAGE>

on-site manager's office, and exercise room. There are six buildings on the 2.7
acre site. Construction is wood frame and wood siding and stucco. Roofs are flat
tar and gravel. Parking is 130 spaces. All units feature AEK kitchens including
dishwashers, refrigerators, garbage disposals and R/O's. There are 32, 1br/1ba
units containing 624 sf 40, 2br/1ba units measuring 860 sf, 12 units are 2br/1.5
ba @ 923 sf, and, 16 are 3br/2ba units @ 955 square feet. Market rents range
from $680-695 for the 1br units to $955-$980 for the 3br units. The 2 br units
range from $780 to $855. Based on market rents, the monthly gross rental income
is $79,950. Laundry income is $1,125 per month. The actual income for January
1996 was $77,480, or 3% below market. Based on market rental income and laundry
income, gross annual income is projected (over next 12 months) at $972,900.
Deducting 4 percent for vacancy and collection loss, results in EGI of $933,984.
Expenses estimated by seller are approximately $390,000 (including reserves),
resulting in a NOI of $543,984 and a cap rate of 8.6 percent. The Home Savings
first loan has an estimated annual debt service of $416,044, yielding cash flow
of $127,939 and a cash-on-cash rate of 8.1%. reportedly, the property was
purchased by the seller in 1985 at $5,200,000 (unconfirmed).

Source/Confirmation: Home Savings of America, South Bay Equities

                                [photo omitted]
<PAGE>

                             APARTMENT SALE NUMBER 3

Project Name:                     Fox Creek Village

Location:                         196 W. Alvin Road, Salinas

Assessor's Parcel No.:            261-631-010

Grantor:                          Sollecito

Grantee:                          Fox Creek Partners

Rec. Doc. #:                      Reel 3l51 pg 1419

Sales Date:                       September 24, 1994

Sales Price:                      $9,350,000

No. of Units:                     168

Condition/Quality:                Good/Good

Site Area:                        7.84 acres (21.43 du/ac)

Year Built:                       1986

- --------------------------------------------------------------------------------
Value Indicators:                 Price/Unit: $55,655      Price/Room: $15,688
                                  GIM: 6.8                 Price/RSF: $66.31
- --------------------------------------------------------------------------------

Stabilized NOI Est.:              $850,850

- --------------------------------------------------------------------------------
OAR:                              9.1%
- --------------------------------------------------------------------------------

Occupancy:                        96.5%

Financing:                        New loan through Bank of America

Comments: Well-located in north Salinas near schools and shopping. Fox Creek
consists of 76, 1br/1ba units measuring 708 sf, 24, 2br/1ba units @ 875 sf; and,
68, 2br/1ba units @ 986 sf. 36 units have wood burning fireplaces. Units include
patios or balconies, refrigerators, microwaves, dishwashers, disposals, and
laundry hook-ups. Amenities include a pool, tennis court, and recreation room.
Financing terms were not available, although there was a first made by Bank of
America at market rate and terms. Assuming normal downpayment and market
interest rate at time of sale, cash-on-
<PAGE>

cash is estimated at 9.87%. No rent control. Vacancy at time of sale was
reported at 3.5 percent. One covered parking space plus open parking.
Garden-design walk-up.

Source/Confirmation: various, including public records, inspection, etc.

                                 [photo omitted]
<PAGE>

                             APARTMENT SALE NUMBER 4

Project Name:                     Kingdale Oaks

Location:                         1919 Fruitdale Avenue, San Jose

Assessor's Parcel No.:            282-40-022,023

Grantor:                          Marie Helen Pejcha Trust

Grantee:                          Tod & Catherine Spieker

Rec. Doc. #:                      #12983233

Sales Date:                       August 15, 1996

Sales Price:                      $16,760,000

No. of Units:                     331

Condition/Quality:                Average/Average

Site Area:                        11.76 acres (28.15/un per ac)

Year Built:                       1970

Value Indicators:                 Price/Unit: $50,634     Price/Room: $16,878
                                  GIM: 6.01               Price/RSF: $66.22

Stabilized NOI Est.:              $1,565,000

OAR:                              9.3%

Occupancy:                        95.62% (14 units vacant @ time of sale)

Financing:                        See Comments Below

Comments: Located south of Freeway 280 near San Jose City Community College
within single family and apartment neighborhood. Close to shopping, schools and
freeway access. Zoned R24 and R4 (high density residential). Under San Jose Rent
Control Ordinance. Average quality, wood frame and stucco buildings (flat T&G
roofs) built in 1964 and 1970. There are 36, studios; 264 1br/1ba units; 20,
2br/1ba units; 5, 3br/2ba; and, 6 2br/2ba units. Amenities include 2 heated
pools, poolside grills, laundry rooms, recreation room, and volleyball. Elevator
served. Units have either balcony or
<PAGE>

patio and are separately metered. Average condition. 1.5 parking spaces per unit
(166 open spaces and 331 carport). According to selling broker Bruce Hermann
with Marcus & Millichap, gross scheduled actual income at time of sale was
$2,787,000. Actual vacancy (and stabilized vacancy) was 4.38%. Factoring-in
taxes at market (per Prop 13), total expenses were reported at approximately
$1,100,000. Net operating income is estimated at $1,565,000. Financing consisted
of a 1st from St. Paul Federal Bank of $14,850,000 (VIR) 8%, 25-yr amortization
and a seller second of $556,000 @ 7%, 2 years resulting in a total annual debt
service of $1,414,297. Cash flow (after debt service) is $150,703, indicating a
cash-on-cash rate of 11.1% on the cash downpayment of $1,354,000. The marketing
time was reported at 6 months. The sale reportedly did not involve an exchange.

Source/Confirmation: Marcus & Millichap (415) 494-8900

                                 [photo omitted]
<PAGE>

                             APARTMENT SALE NUMBER 5

Project Name:                     Hidden Creek Apartments

Location:                         200 Button Street, Santa Cruz

Assessor's Parcel No.:            008-202-026

Grantee:                          Hidden Creek

Rec. Doc. #:                      #5547479

Sales Date:                       July 24, 1994

Sales Price:                      $7,400,000

No. of Units:                     146

Condition/Quality:                Avg/Avg

Site Area:                        3.8 acres (37 du/ac)

Year Built:                       1973

- --------------------------------------------------------------------------------
Value Indicators:                 Price/Unit: $50,685      Price/Room: $16,818
                                  GIM: 6.78                Price/RSF: $77.81
- --------------------------------------------------------------------------------

Stabilized NOI Est.:              $710,400

- --------------------------------------------------------------------------------
OAR:                              9.6%
- --------------------------------------------------------------------------------

Occupancy:                        98% (est)

Financing:                        Not available

Comments: Nine two-story buildings, garden style, complex of average quality.
Located near Highway 1 in City of Santa Cruz. located in neighborhood of
predominately small bungalow single family homes built from 1930 to 1970; a new
zero-lot line SFR development is located directly across. There are 42 studio
units with an average size of 550 square feet; 60, 1br/1ba units @ 650 sf, and,
44, 2br/1ba units of 750 sf. The rentable area is 95,100 square feet (avg unit =
651).There are no recreational amenities except for pool and common utility
rooms. Landscaping is extensive in some areas. One-half of the units are
subsidized housing units. At time of sale, "market" rents were $600 for studio,
$750 for 1 bedrooms, and $850 for two bedrooms. The gross and
<PAGE>

net incomes are estimates based on reported actual income per MLS listing
(#369018). According to assessor's office, some buildings had deferred
maintenance, however, cost to repair are not known.

Source/Confirmation: various, including public records, assessor, MLS

                                [photo omitted]
<PAGE>

                             APARTMENT SALE NUMBER 6

Project Name:                     North Bay Apartments

Location:                         41 Grandview Street, Santa Cruz

Assessor's Parcel No.:            002-051-65

Grantor:                          EQR Northbay Chicago Inc.

Grantee:                          Sequoia Equities

Rec. Doc. #:                      #7770608

Sales Date:                       December 1995

Sales Price:                      $8,550,000

No. of Units:                     115

Condition/Quality:                Good/Good

Site Area:                        5.17 (22.2 du/ac)

Year Built:                       1989

- --------------------------------------------------------------------------------
Value Indicators:                 Price/Unit: $ 74,348       Price/Room: $19,344
                                  GUI: 6.11                  Price/RSF: $81.88
- --------------------------------------------------------------------------------

Stabilized NOI Est.:              $867,825

- --------------------------------------------------------------------------------
OAR:                              10.15%
- --------------------------------------------------------------------------------

Occupancy:                        100% (no vacancy at time of sale)

Financing:                        $2,425,000 down, $6,300,000 first (see below)

Comments: Good quality walk-up garden design built in 1989. Newest complex built
in west Santa Cruz area. Located off Highway I (Mission Street) in area of
single family and apartments/condos. Above average to good location. Buyer paid
$300,000 in repairs and $175,000 commission, thus actual price was somewhat
higher than reported above. The property was never exposed to the open market.
The higher than normal capitalization rate is reflective of this and the extra
cost to the buyer of repairs and
<PAGE>

commission. There are 18, 1br/1ba units; 69, 2br/2ba units; and, 28, 2br/2.5 ba
units. Market rents are about 3-5 % higher than actual. Amenities include a
swimming pool and carport parking. No other recreational facilities, although
the complex is within a short drive to beaches and three miles to Santa Cruz
Beach & Boardwalk. Overall good tenant appeal.

Source/Confirmation: various, including public records, broker

                                [photo omitted]
<PAGE>

                                [photo omitted]
<PAGE>

                             APARTMENT SALE NUMBER 7

Location:                         2186-2198 Brutus Street, Salinas

Assessor's Parcel No.:            253-081-015

Grantee:                          Tom Favazza

Rec. Doc. #:                      #35062

Sales Date:                       May 26, 1993

Sales Price:                      $3,072,000

No. of Units:                     60

Condition/Quality:                Good/Good

Site Area:                        1.8+/- ac (33 du ac)

Year Built:                       1988+/-

- --------------------------------------------------------------------------------
Value. Indicators:                Price/Unit: $51,200    Price/Room:  $14,157
                                  GIM: 7.83              Price/RSF:   $61.46
- --------------------------------------------------------------------------------

Stabilized NOI Est.:              $242,445

- --------------------------------------------------------------------------------
OAR:                              7.9%
- --------------------------------------------------------------------------------

Occupancy:                        Not available

Financing:                        Not available

Comments: Average to good garden style complex located off N. Main Street in
north Salinas. Close to shopping, schools, and freeway access. There are 23,
1br/1ba units, and 37 2br/2a units. Total rentable area is 49,980 sf. Average
unit size is 833 sf. Market income at time of sale was estimated at $392,445.
Vacancy and expenses were estimated at $150,000, resulting in an estimated NOI
of $242,445 (7.9% cap rate).

Source/Confirmation: public records, damar
<PAGE>

                                [photo omitted]
<PAGE>

                             APARTMENT SALE NUMBER 8

Project Name:                     Cypress Landing Apartments

Location:                         552 Rico Street, Salinas

Assessor's Parcel No.:            261-201-018

Grantee:                          William Lewis

Rec. Doc. #:                      Reel 2692 pg: 0774

Sales Date:                       November 1991

Sales Price:                      $5,950,000

No. of Units:                     112

Condition/Quality:                Good/Good

Site Area:                        6 acres (18.7du/ac)

Year Built:                       1989

- --------------------------------------------------------------------------------
Value Indicators:                 Price/Unit: $53,125   Price/Room: $14,442
                                  GIM: 6.4              Price/RSF:     $59.11
- --------------------------------------------------------------------------------

Stabilized NOI Est.:              $573,218

- --------------------------------------------------------------------------------
OAR:                              9.69%
- --------------------------------------------------------------------------------

Occupancy:                        2.7% (3 units vacant @ time of sale)

Financing:                        All cash to seller

Comments: Two story, garden style apartment complex of good quality and
condition, built in 1989. One of the last apartment complexes to have been built
in the north Salinas area. Close to shopping, schools and freeway access. 12,
two-story buildings. Amenities include pool, hot tub, weight room, tennis court
and recreation building. All units have patios or balconies, refrigerators, R/O
and dishwashers; some have fireplaces. There are 36, 1br/1ba units; and, 76
2br/2ba units measuring between 955 to 985 square feet. Carport and open
parking. No rent control. 899 sf average unit size.
<PAGE>

                               SKETCH ADDENDUM                  File STEPHANI.SK

- --------------------------------------------------------------------------------
Borrower/Client   J.H. Real Estate Partners
Property Address  25-82 Stephanie Drive
City  Salinas     County  Monterey        State CA      Zip Code 93901
Lender            NationsBank
Remarks           Improvement Plat
================================================================================



                         [GRAPHICAL FLOORPLANS OMITTED]
<PAGE>

                               SKETCH ADDENDUM                  File WESTLAKE.SK

- --------------------------------------------------------------------------------
Borrower/Client   J.H. Real Estate Partners
Property Address  25-82 Stephanie Drive
City  Salinas     County  Monterey        State CA      Zip Code 93901
Lender            NationsBank
Remarks           Improvement Plat
================================================================================



                         [GRAPHICAL FLOORPLANS OMITTED]
<PAGE>

ARTICLE II - BASE DISTRICT REGULATIONS
Division 6 - R-H (High Density Residential District Regulations)
- --------------------------------------------------------------------------------

Sec. 37-46. Property development regulations.

The following schedule prescribes development regulations for the High Density
Residential District:

- --------------------------------------------------------------------------------
                         R-H (High Density Residential)
                        Property Development Regulations
- --------------------------------------------------------------------------------
                                                                    Additional 
                                          Zoning District          Regulations
                                 ------------------------------  (See footnotes
Use                              R-H-3.6     R-H-2.3    R-H-1.9      below)
- --------------------------------------------------------------------------------
Lot size (sq. ft.)               7,200       7,200       7,200     (A)(B)(C)

Lot area per unit (sq. ft.):
  Less than 6,000                6,000       6,000       6,000     (A)
  6,000 and over                 3,600       2,300       1,900
   With density bonus            2,900       1,800       1,500     (D)(E)
Lot width (ft.)                  75          75          75
 Corner lots                     80          80          80
Lot depth (ft.)                  100         100         100
Lot frontage (ft.)               35          35          35

Yards:
  Front (ft.)                    20          20          20        (F)(G)
  Side (ft. per story)           10          10          10        (F)
  Corner side (ft.)              20          20          20        (F)(J)
  Rear (ft. per story)           10          10          10        (F)

Bedrooms per unit(% of 
total units):
  3 or more bedrooms             20          20          20
  4 or more bedrooms             10          10          10
Distance between                 10          10          10        (H)
structures (ft.)
Driveway length (ft. from        23          23          23        (L)
sidewalk)
Maximum height (ft.)             30          30          30        (K)
Maximum nonresidential           0.3         0.3         0.3       (P)
FAR
- --------------------------------------------------------------------------------


                                                                      Page 6 - 5
<PAGE>

ARTICLE II - BASE DISTRICT REGULATIONS
Division 6 - R-H (High Density Residential District Regulations)
- --------------------------------------------------------------------------------

                                    Contents
Sec. 37-44 Specific purposes .........................................  6-1
Sec. 37-45 Use classifications .......................................  6-2
Sec. 37-46 Property development regulations ..........................  6-5
Sec. 37-47 Zoning Certificate ........................................  6-8
Sec. 37-48 High density residential design guidelines ................  6-8
Sec. 37-49 Reserved .................................................. 6-21
Sec. 37-50 Reserved .................................................. 6-21

Sec. 37-44. Specific purposes.

In addition to the general purposes listed in Division 37-1: General Provisions,
the specific purposes of the High Density Residential District regulations are
to:

      A.    Provide appropriately located areas for high density multiple family
            dwelling units consistent with the General Plan and with standards
            of public health and safety established by the Salinas Municipal
            Code;

      B.    Provide adequate light, air, privacy, and open space for each
            dwelling unit and protect residents from the harmful effects of
            excessive noise, population density, traffic congestion and other
            adverse environmental impacts;

      C.    Promote development of affordable housing by providing a density
            bonus for projects in which a portion of the dwellings are
            affordable to qualifying households;

      D.    Achieve design compatibility through the use of site development
            standards;

      E.    Protect adjoining low density residential districts from excessive
            noise or loss of sun, light, quiet, and privacy resulting from
            proximity to multifamily dwellings;

      F.    Provide sites for public and semipublic land uses needed to
            complement residential development or requiring a residential
            environment; and

      G.    Ensure the provision of public services and facilities needed to
            accommodate planned population densities.

The additional purposes of each R-H District are as follows:


                                                                      Page 6 - 1
<PAGE>

ARTICLE IV - REGULATIONS APPLYING TO ALL DISTRICTS 
Division 18 Off-Street Parking and Loading Regulations
- --------------------------------------------------------------------------------

References to spaces per square foot are to be computed on the basis of gross
floor area unless otherwise specified, and shall include allocations of shared
restroom, halls and lobby area, and mechanical equipment or maintenance areas,
but shall exclude area for vertical circulation, stairs or elevators.

Where the use is undetermined, or not specified herein, the Community
Development Director shall determine the probable use and the number of parking
and loading spaces required. In order to make this determination, the Community
Development Director may require the submission of survey or other data from the
applicant or have data collected at the applicant's expense.

- --------------------------------------------------------------------------------
                                   Schedule A
                 Off-Street Parking and Loading Spaces Required
- --------------------------------------------------------------------------------
                                                              Off-Street Loading
Use classifications     Schedule A                            Spaces per Group
                        Off-Street Parking Spaces             Classification on
                                                              Schedule B
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Residential
- -----------

Day care home, large    1 per 6 children; maximum enrollment 
                        based on maximum occupancy load

Interim housing         1 per sleeping room plus 1 per 100 sq. 
                        ft. used for assembly purposes or for 
                        common sleeping areas.

Single-family dwelling  2 per unit (covered).

Multifamily             2 per unit up to 10 units. 1.6 per 
                        unit over 10 units.

Condominiums            2 per unit, covered, plus .25 per
                        unit designated on the site for
                        guest parking.

Mobile                  home park 2 per unit, 1 covered,
                        plus 1 space per 8 units which must
                        be designated for guest parking;
                        tandem parking is permitted.

Residential care        1 per 3 licensed beds                          B

Senior housing          1 per unit

Single room occupancy   .25 spaces per unit
housing
- --------------------------------------------------------------------------------


                                                                     Page 18 - 5
<PAGE>

                               WESTLAKE APARTMENTS
                              CAPITAL IMPROVEMENTS

                                                          STATUS


Reroofing                                                 Bldg 2 Remaining
Exterior Painting                                         Completed
Landscape Upgrades                                        Completed
Paint Interior Hallways                                   Completed
Carpet Interior Hallways                                  Completed
Trash Enclosures                                          Completed
Bring Pool Fencing to Code                                Completed
Asphalt Repair, Seal & Stripe                             Completed
Replace Fencing/Patio Enclosures                          Budgeted
Office Remodel                                            Completed
Signage                                                   Budgeted
Carpets                                                   Ongoing
Appliances                                                Ongoing
<PAGE>

                                    WESTLAKE

LPC - Employee Compensation Report
05 SEP 1996                Page 20

<TABLE>
<CAPTION>
CO# LOC HOME RC EMPL# EMP NAME........   RT HIRE..   MONTHLY HOURLY MONTHLY MONTHLY  AUTO  MONTHLY  100 PERCENT.. MULTIPLE DIST PER-
        PROJ                                DATE     CASH    CASH   NONCASH SALARY   ALLOW RENT     DISTRIBUTION  CENT PROJ ACCT SUB
<C> <C> <C>  <C><C>   <S>               <C> <C>      <C>      <C>   <C>     <C>       <C>  <C>      <C>  <C>  <C>  <C>
LP6 939 1791 SC 61886 DIRICKSON,PAMELA L R  05/17/95 1500.00  8.65  450.00  1,950.00       675.00   1791 0501 0008
LP6 939 1791 SC 63561 HENNEFORTH,LESTER  R  07/26/95 1127.00  6.50          1,127.00                1791 0503 0002
LP6 939 1791 SC 68199 SWETLAND,DONNA A   R  10/30/95 1600.00  9.23          1,600.00                1791 0501 0001
LP6 939 1791 SC 68226 TENCH,DOUGLAS W    R  06/03/96 1516.75  8.75          1,516.00                1791 0503 0004
                                                    --------       -------  -------- ----- ------
        1791                                         5743.75        450.00  6,193.75   .00 675.00
</TABLE>
<PAGE>

                                    WESTLAKE
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                        MONTH             MONTH            CURRENT           PRIOR                 DOLLAR
   DESCRIPTION                          ACTUAL         PRIOR YEAR       YEAR TO DATE     YEAR TO DATE             VARIANCE
   -----------                     --------------    --------------    --------------    --------------        -------------- 
<S>                                <C>               <C>               <C>               <C>                   <C>            
   GROSS POTENTIAL INCOME                                                                    209,004.49        (  209,004.49)
   RENTAL INCOME VARIANCE                                                                (    38,248.71)            38,248.71
                                   --------------    --------------    --------------    --------------        -------------- 
     NET CURRENT RENT                   75,749.30         67,037.73        554,930.82        479,682.14             75,048.68

OTHER RENTAL INCOME
   SECURITY DEPOSITS                     3,850.00          4,702.50         24,460.00         22,271.71              2,188.29
   FORFEITED SECURITY DEPOSITS             230.33            495.96          5,492.80            953.82              4,538.98
   LAUNDRY INCOME                        1,173.45          1,828.00          8,888.85          8,971.80        (        82.95)
   CHARGES TO TENANTS                      615.00            381.17          3,792.00            581.17              3,210.83
   MISCELLANEOUS                                                                                   1.00        (         1.00)
   SOFT DRINK INCOME                                          27.96             30.24             53.64        (        23.40)
   DAMAGE                                                                       45.00                                   45.00
   LATE CHARGES                             65.00            510.00          1,890.00          1,428.00                462.00
   NSF FEES                                                   10.00            260.00            172.00                 88.00
   CREDIT CHECK                            310.00            400.00          1,160.0O          2,126.61        (       966.61)
                                   --------------    --------------    --------------    --------------        -------------- 
     TOTAL OTHER RENT INCOME             6,243.78          8,355.59         46,018.89         36,559.75              9,459.14

         TOTAL RENTAL INCOME            81,993.08         75,393.32        600,949.71        516,441.59             84,507.82
                                   --------------    --------------    --------------    --------------        -------------- 
OTHER INCOME
   REFUNDED DEPOSITS               (     2,975.00)   (     5,297.00)   (    19,515.00)   (    12,952.00)       (     6,563.00)
   INTEREST INCOME                          35.86             43.00            319.55            231.50                 88.05
   OTHER INCOME                                                                               10,400.00        (    10,400.00)
         TOTAL OTHER INCOME        (     2,939.14)   (     5,254.00)   (    19,195.45)   (     2,320.50)       (    16,874.95)
                                   --------------    --------------    --------------    --------------        -------------- 
              TOTAL INCOME              79,053.94         70,139.32        581,754.26        514,121.39             67,632.87
                                   ==============    ==============    ==============    ==============        ============== 
TOTAL CONTROLLABLE EXPENSES
PAYROLL EXPENSES
   BONUS                                   412.23                             3,253.47         1,785.00             1,468.47
   CLEANING PAYROLL                                          726.00                            5,137.01        (    5,137.01)
   REPAIRS/MAINT.PAYROLL                 2,506.49          3,499.95          26,179.98        19,066.71             7,113.27
   MANAGERS SALARIES                     1,476.92          1,360.58          22,172.32         2,648.80            19,523.52
   OFFICE SALARIES                       1,405.07          1,945.08           5,786.85        14,086.43        (    8,299.58)
   GROUNDS PAYROLL                                   (     1,152.00)                           1,269.15        (    1,269.15)
   STATE COME. INS.-PAYROLL                414.70            416.46           3,734.29         4,230.97        (      496.68)
   PAYROLL-HOSPITAL INS.                   771.83            832.92           6,919.33         5,090.89             1,828.44
   FICA - PAYROLL TAX                      437.74            439.60           3,941.74         2,919.79             1,021.95
   IOTA - PAYROLL TAX                       46.08             46.27             414.93           316.50                98.43
   SDI TAX-PAYROLL-UNEMPLOY                 57.60             57.84             549.25           963.53        (      414.28)
                                   --------------    --------------    --------------    --------------        -------------- 
       PAYROLL EXPENSES                  7,528.66          8,172.70          72,952.16        57,514.78            15,437.38
</TABLE>
<PAGE>

                                    WESTLAKE
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                        MONTH             MONTH            CURRENT           PRIOR                 DOLLAR
   DESCRIPTION                          ACTUAL         PRIOR YEAR       YEAR TO DATE     YEAR TO DATE             VARIANCE
   -----------                     --------------    --------------    --------------    --------------        -------------- 
<S>                                <C>               <C>               <C>               <C>                   <C>            
ADMINISTRATIVE EXPENSES
   PROMOTIONS                                        (        17.15)           271.73            180.21                 91.52
   ADVERTISING                             813.66            798.72          4,150.35          5,579.03        (     1,428.68)
   SIGNS. FLAGS, BANNERS                                     480.49            200.00            928.86        (       728.86)
   BROCHURES                                                                    53.51            377.65        (       324.14)
   OFFICE SUPPLIES                          81.38            145.23          1,273.13          2,900.57        (     1,627.44)
   FURNITURE RENTAL                                          726.12          1,192.62            726.12                466.50
   LEGAL EXPENSES                                            688.19          2,209.40            683.19              1,521.21
   MISCELLANEOUS                            59.00            114.40            208.20            207.19                  1.01
   CREDIT CHECK EXPENSE                    379.20            371.00          1,125.05          1,229.50        (       104.45)
   BANK CHARGES                             10.00    (        50.00)           125.64                                  125.64
   POSTAGE                                  87.49             51.69            580.83            237.69                343.14
   DUES & SUBCRIPTIONS                                                 (       150.46)           440.30        (       590.76)
   LINCOLN FEE                           2,729.44          2,455.55         20,130.51         11,013.29              9,117.22
   EMPLOYEE TRAINING                                                           100.00            281.37        (       181.37)
   OUSTIDE STATIONARY MISC                 317.06             27.98          1,443.21          1,144.46                298.75
                                   --------------    --------------    --------------    --------------        -------------- 
         ADMINISTRATIVE EXPENSE          4,477.23          5,792.22         32,913.72         25,934.43              6,979.29

CONTRACT SERVICES
   SEC SUP/EXP-FIRE PROTECT                387.82          1,855.78          2,805.45          2,619.17                186.28
   EXTERMINATING CONTRACT                  185.00            590.00          1,860.00          1,196.79                663.21
   CABLE T.V.                                              1,110.89          9,997.97          7,776.23              2,221.74
   GARDENING CONTRACT                    1,312.09          1,050.00          9,482.89          4,067.60              5,415.29
   ELVATOR MAINT./CONT.                    825.68                            1,999.62            194.06              1,805.56
                                   --------------    --------------    --------------    --------------        -------------- 
         CONTRACT SERVICES               2,710.59          4,606.67         26,145.93         15,853.85             10,292.08

UTILITY SERVICES
   TELEPHONE EXPENSE                       184.25            512.11          1,366.61          1,311.52                 55.09
   TRASH REMOVAL                         2,213.55            810.25         17,708.40         14,466.65              3,241.75
   PGE - HOUSE                           2,371.79          1,151.41         10,253.39         14,231.20        (     3,977.81)
   GAS - HOUSE                           2,512.15          2,075.73         10,935.59          5,834.72              5,100.87
   PGE APARTMENT METERS                     19.81            127.77            728.41            743.30        (        14.89)
   WATER                           (     1,948.42)           937.38         10,272.13          4,739.69              5,532.44
   SEWER CHARGES                         2,973.21          1,903.71          8,919.63         10,823.34        (     1,903.71)
                                   --------------    --------------    --------------    --------------        -------------- 
        UTILITY SERVICES                 8,326.34          7,518.36         60,184.16         52,150.42              8,033.74

MAINTENANCE EXPENSES
   CARPET REPAIRS/MAINT.                   440.00    (       191.96)         3,680.00            457.50              3,222.50
   CARPET REPLACEMENT                    2,621.26          5,746.58         10,240.98         33,569.45       (     23,328.47)
   GROUNDS SUPPLY/REPLACEMENT                                 42.36                               42.36       (         42.36)
   EQUIPMENT RENTAL                (        59.00)                                               189.69       (        189.63)
   POOL SUPPLY/REPLACEMENT                 470.97                            3,878.50            320.27              3,558.23
   DECORATING SUPPLIES                     955.00          2,243.86          4,589.87          7,769.83       (      3,179.96)
</TABLE>
<PAGE>

                                    WESTLAKE
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                        MONTH             MONTH            CURRENT           PRIOR                 DOLLAR
   DESCRIPTION                          ACTUAL         PRIOR YEAR       YEAR TO DATE     YEAR TO DATE             VARIANCE
   -----------                     --------------    --------------    --------------    --------------        -------------- 
<S>                                <C>               <C>               <C>               <C>                   <C>            
   CLEANING SUPPLIES/SERV.               1,244.69          1,238.17          5,452.14          4,520.94                931.20
   EXTERMINATING SUPPLIES                                                       42.82            185.00        (       142.18)
   BLDG MAINT SUPPLIES                     758.19          7,058.72         10,138.07         29,693.39        (    19,555.32)
   PLUMBING MAINTENANCE                    823.98          1,199.52          6,224.98          3,818.02              2,406.96
   APPLIANCE REPLACEMENT                   551.04          3,032.68          6,191.54         19,932.39        (    13,740.85)
   BLDG MAINT SVC/CONTRACT         (       127.87)   (       186.65)         4,863.36            121.46              4,741.90
   ELECTRIC MAINTENANCE                    839.35          1,032.71          1,406.19          4,073.94        (     2,667.75)
   MISC. MAINT. EXPENSES                    21.29             10.50             94.35             54.91                 39.44
                                   --------------    --------------    --------------    --------------        -------------- 
          MAINTENANCE EXPENSES           8,538.90         21,226.49         56,802.80        104,749.15        (    47,946.35)

       CONTROLLABLE EXPENSES            31,581.72         47,316.44        248,998.77        256,202.63        (     7,203.86)
                                   --------------    --------------    --------------    --------------        -------------- 

TOTAL UNCONTROLLABLE EXPENSES
 FIXED EXPENSES
   PROPERTY INSURANCE                                                  (       239.98)                         (       239.98)
   PROPERTY TAXES                                                           30,609.56                               30,609.56
   LICENSES & PERMITS                                                        1,668.00          1,808.00        (       140.00)
                                   --------------    --------------    --------------    --------------        -------------- 
         FIXED EXPENSES                                                     32,037.58          1,808.00             30,229.58

     NET OPERATING INCOME (NOI)         47,472.22         22,822.88        300,717.91        256,110.76             44,607.15
                                   ==============    ==============    ==============    ==============        ============== 
 DEBT SERVICE

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

      OPERATING CASH FLOW               47,472.22         22,822.88        300,717.91        256,110.76             44,607.15
                                   ==============    ==============    ==============    ==============        ============== 

 NON OPERATING EXPENSES
  REFURBISHMENT & DEFERRAL         (     9,654.12)        18,308.50    (    11,949.45)        38,961.29        (    50,910.74)
                                   --------------    --------------    --------------    --------------        -------------- 
         NON OPERATING EXPENSES    (     9,654.12)        18,308.50    (    11,949.45)        38,961.29        (    50,910.74)

            PROFIT/LOSS                 57,126.34          4,514.38        312,667.36        217,149.47             95,517.89
                                   ==============    ==============    ==============    ==============        ============== 
</TABLE>
<PAGE>

                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                                                 95                    94
                                        MONTH             MONTH                CURRENT                PRIOR              DOLLAR
   DESCRIPTION                          ACTUAL          PRIOR YEAR          YEAR TO DATE          YEAR TO DATE          VARIANCE
   -----------                     ---------------   --------------       ---------------       ---------------      --------------
<S>                                <C>               <C>                  <C>                   <C>                  <C>           
   GROSS POTENTIAL INCOME                                 69,509.84            209,004.49            831,006.15      (   622,001.66)
   RENTAL INCOME VARIANCE                            (    11,104.44)      (     38,248.71)      (    159,151.95)         120,903.24
                                   ---------------   --------------       ---------------       ---------------      --------------
     NET CURRENT RENT                    69,222.06        58,184.40            754,895.78            671,633.20           83,262.58

OTHER RENTAL INCOME
   SECURITY DEPOSITS                      2,350.00         2,045.00             30,771.71             24,846.01            5,925.70
   FORFEITED SECURITY DEPOSITS            1,604.00                               3,808.67                                  3,808.67
   LAUNDRY INCOME                         2,126.40                              14,742.15              7,015.26            7,726.89
   CHARGES TO TENANTS                     1,010.00           225.00              2,566.17              3,225.00      (       658.83)
   MISCELLANEOUS                                               3.00                  1.00                 38.00      (        37.00)
   SOFT DRINK INCOME                         21.72                                  75.36                 53.64               21.72
   UTILITIES                                                                                               2.11      (         2.11)
   DAMAGE                                    75.00            60.95                 75.00                238.82      (       163.82)
   LATE CHARGES                             245.00           100.00              2,963.00                329.50            2,633.50
   NSF FEES                                  20,00            18.00                292.00                143.50              148.50
   CREDIT CHECK                             225.00           130.00              2,876.61                470.00            2,406.61
   TENANT CABLE TV CHARGE                                                                                 21.00      (        21.00)
                                   ---------------   --------------       ---------------       ---------------      --------------
     TOTAL OTHER RENT INCOME              7,677,12         2,581.95             58,171.67             36,382.84           21,788.83

         TOTAL RENTAL INCOME             76,899.18        60,766.35            813,067.45            708,016.04          105,051.41
                                   ---------------   --------------       ---------------       ---------------      --------------

OTHER INCOME
    REFUNDED DEPOSITS              (      4,450.00)  (       840.00)      (     24,604.50)      (     25,322.01)             717.51
    INTEREST INCOME                          65.93                                 442.37                                    442.37
    OTHER INCOME                                                                10,400.00                                 10,400.00
                                   ---------------   --------------       ---------------       ---------------      --------------

         TOTAL OTHER INCOME        (      4,384.07)  (       840.00)      (     13,762.13)      (     25,322.01)          11,559.88
                                   ---------------   --------------       ---------------       ---------------      --------------
             TOTAL INCOME                72,515.11        59,926.35            799,305.32            682,694.03          116,611.29
                                   ===============   ==============       ===============       ===============      ==============

TOTAL CONTROLLABLE EXPENSES
PAYROLL EXPENSES
   BONUS                                    835.31         1,400.00              3,465.76              1,400.00            2,065.76
   CLEANING PAYROLL
                                                             627.00              7,409.61              4,863,00            2,546.61
    REPAIRS/MAINT.PAYROLL                 6,300.22         2,829.00             34,070.81             22,158.00           11,912.81
    MANAGERS SALARIES                     4,283.57                              11,695.06                                 11,695.06
    OFFICE SALARIES                       3,930.31         1,545.00             22,132.41             12,035.00           10,097.41
    SECURITY PAYROLL                                                                                   1,584.20      (     1,584.20)
    GROUNDS PAYROLL                                                              1,269.15                 40.50            1,228.65
    DECORATING PAYROLL                                                                                   473.40      (       473.40)
    STATE COMP. INS. -PAYROLL             1,081.51           621.19              6,693.50              4,221.48            2,472.02
    PAYROLL-HOSPITAL INS.                 2,163.03           417.45             10,015.97              4,805.30            5,210.67
    FICA - PAYROLL TAX                    1,141.59           376.01              5,519.13              3,253.52            2,265.61
</TABLE>
<PAGE>

                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                                                 95                    94
                                        MONTH             MONTH                CURRENT                PRIOR              DOLLAR
   DESCRIPTION                          ACTUAL          PRIOR YEAR          YEAR TO DATE          YEAR TO DATE          VARIANCE
   -----------                     ---------------   --------------       ---------------       ---------------      --------------
<S>                                <C>               <C>                  <C>                   <C>                  <C>           
   FUTA - PAYROLL TAX                       120.16            38.53                590.11                220.13              369.98
   SDI TAX-PAYROLL-UNEMPLOY                 119.61             5.82              1,274.96              1,208.94               66.02
                                   ---------------   --------------       ---------------       ---------------      --------------

       PAYROLL EXPENSES                  19,975.31         7,860.00            104,136.47             56,263.47           47,873.00

ADMINISTRATIVE EXPENSES
   PROMOTIONS                      (         14.40)                                312.71                                    312.71
   ADVERTISING                              360.51           522.45             11,536.83              4,477.46            7,059.37
   SIGNS, FLAGS, BANNERS                    182.80                               1,450.06                                  1,450.06
   BROCHURES                                                                       377.65                                    377.65
   OFFICE SUPPLIES                          297.99            76.76              4,500.62                913.90            3,586.73
   FURNITURE RENTAL                                                              1,377.24                                  1,377.24
   LEGAL EXPENSES                           471.64                               1,678.53                148.12            1,530.41
   MISCELLANEOUS                              3.63                                 250.89                 65.00              185.89
   CREDIT CHECK EXPENSE                                       27.25              1,673.75                224.05            1,449.70
   BANK CHARGES                               8.00            30.41                 42.00                 30.41               11.59
   POSTAGE                                  204.20                                 559.50                                    559.50
   DUES & SUBCRIPTIONS                                                    (          4.73)                           (         4.73)
   LINCOLN FEE                            2,308.88                              20,653.16                                 20,653.16
   NSF CHECK                                                 388.00                                      937.00       (      937.00)
   EMPLOYEE TRAINING                        100.00                                 881.37                                    881.37
   OUSTIDE STATIONARY MISC                                                       1,035.70                                  1,035.70
                                   ---------------   --------------       ---------------       ---------------      --------------
         ADMINISTRATIVE EXPENSE           3,923.25         1,044.87             46,325.28              6,795.94           39,529.34

CONTRACT SERVICES
   SEC SUP/EXP-FIRE PROTECT                  63.58                               4,917.85                366.64            4,551.21
   EXTERMINATING CONTRACT                   185.00                               1,816.79                                  1,816.79
   CABLE T.V.                                              2,221.78             11,112.05             13,360.69        (   2,248.64)
   GARDENING CONTRACT                     1,050.00           600.00              8,562.02              7,200.00            1,362.02
   ELVATOR MAINT. /CONT.                                      97.03              3,740.66              1,164.36            2,576.30
                                   ---------------   --------------       ---------------       ---------------      --------------
         CONTRACT SERVICES                1,298.58         2,918.81             30,149.37             22,091.69            8,057.68

UTILITY SERVICES
   TELEPHONE EXPENSE                         33.31            86.01              1,958.23                729.34            1,228.89
   TRASH REMOVAL                          2,213.55         2,205.70             25,664.00             24,902.55              761.45
   PGE - HOUSE                            1,248.51         2,475.86             19,359.63             30,536.39       (   11,176.76)
   GAS - HOUSE                            1,542.56                              13,167.83                                 13,167.83
   PGE APARTMENT METERS                      46.97           112.25                971.68              1,172,96       (      201.28)
   WATER                                                     596.80              8,924.97              7.749,29            1,175.68
   SEWER CHARGES                                                                17,962.25             17,839.26              122.99
                                   ---------------   --------------       ---------------       ---------------      --------------
         UTILITY SERVICES                 5,084.90         5,476.62             88,008.59             82,929.79            5,078.80

MAINTENANCE EXPENSES
   CARPET REPAIRS/MAINT.                    802.00                               1,809.50                916.67              892.83
</TABLE>
<PAGE>

                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                                                 95                    94
                                        MONTH             MONTH                CURRENT                PRIOR              DOLLAR
   DESCRIPTION                          ACTUAL          PRIOR YEAR          YEAR TO DATE          YEAR TO DATE          VARIANCE
   -----------                     ---------------   --------------       ---------------       ---------------      --------------
<S>                                <C>               <C>                  <C>                   <C>                  <C>           
   CARPET REPLACEMENT                       289.00           643.49             72,557.33              7,765.37           64,791.96
   GROUNDS SUPPLY/ REPLACEMENT                                                     137.92                                    137.92
   EQUIPMENT RENTAL                                          750.42                189.69              2,413.11      (     2,223.42)
   POOL SUPPLY/REPLACEMENT                                                       2,389.22                886.59            1,502.63
   DECORATING SUPPLIES                    4,564.29           197.20             18,368.85              1,971.07           16,397.78
   CLEANING SUPPLIES/SERV.                  675.25            60.00              6,307.42              3,860.00            2,447.42
   EXTERMINATING SUPPLIES                                                          185.00                                    186.00
   BLDG MAINT SUPPLIES                    2,517,37         1,064.53             36,860.15              6,336.25           30,523.90
   PLUMBING MAINTENANCE                   1,201.18            52.00              8,593.05                598.00            7,995.05
   APPLIANCE REPLACEMENT                  1,562.66                              25,867.53              2,574.54           23,292.99
   BLDG MAINT SVC/CONTRACT                   28.50   (    38,037.00)               191.31                232.50      (        41.19)
   ELECTRIC MAINTENANCE                     534.01                               3,885.99              2,858.17            1,027.82
                                   ---------------   --------------       ---------------       ---------------      --------------
   MISC. MAINT. EXPENSES                                                            79.76                                     79.76
        MAINTENANCE EXPENSES             12,174.26   (    35,269.36)           177,422.72             30,412.27          147,010.45
     CONTROLLABLE EXPENSES               42,456.30   (    17,969.06)           446,042.43            198,493.16          247,549.27
                                   ---------------   --------------       ---------------       ---------------      --------------
TOTAL UNCONTROLLABLE EXPENSES
FIXED EXPENSES
   PROPERTY INSURANCE                     3,048.37        44,376.52              6,096.74             44,376.52      (    38,279.78)
   PROPERTY TAXES                                          3,442.88             30,844.94             90,154.04      (    59,309.10)
   LICENSES & PERMITS                       220.00                               2,028.00                360.00            1,668.00
                                   ---------------   --------------       ---------------       ---------------      --------------
        FIXED EXPENSES                    3,268.37        47,819.40             38,969.68            134,890.56      (    95,920.88)

   NET OPERATING INCOME (NOI)            26,790.44        30,076.01            314,293.21            349,310.31      (    35,017.10)
                                   ===============   ==============       ===============       ===============      ==============
   DEBT SERVICE
     INTEREST ON 1ST MORTGAGE                                                                          3,922.34      (     3.922.34)
                                   ---------------   --------------       ---------------       ---------------      --------------
         DEBT SERVICE                                                                                  3,922.34      (     3.922.34)

       OPERATING CASH FLOW               26,790.44       30,076.01             314,293.21            345,387.97      (    31.094.76)
                                   ===============   ==============       ===============       ===============      ==============

   NON OPERATING EXPENSES 
    DEPRECIATION EXPENSE                149,076.00      149,076.00             149,076.00            149,076.00
    REFURBISHMENT & DEFERRAL             85,228.85       38,067.00             149,033.27             38,067.00          110,966.27
                                   ---------------   --------------       ---------------       ---------------      --------------
        NON OPERATING EXPENSES          234,304.85      187,143.00             298,109.27            187,143.00          110,966.27

           PROFIT/LOSS              (   207,514.41)  (  157,066.99)             16,183.94            158,244.97      (   142,061.03)
                                   ===============   ==============       ===============       ===============      ==============
</TABLE>
<PAGE>

09/30/96             LINCOLN RESIDENTIAL MGMT. SERVICES                Page   2
 2:51 pm                          Westlake                             ID 3.6.1
                                 All Units
<TABLE>
<CAPTION>
=== Unit Profile ===== ==== Scheduled vs Actual Rent =  ===================== ==Moved== ===Current Lease===== =Escrow=  YNAD=
 I.D.  Type      SqFt    Amount  /SqFt  Amount  /SqFt   Current Lease             In       Begin     End       Deposit  Stat
===== ======== ======= ========  =====  ======  ======  ===================== ========= ===========  ======== ========  ====
<C>    <C>       <C>     <C>     <C>    <C>     <C>     <S>                    <C>         <C>       <C>       <C>     <C><C>
 A305  A.3       575     580.00  1.009  535.00  0.930   Palafox, Peter         03/01/96    03/01/96  02/28/97  375.00   Y --
 A306  A.3       575     580.00  1.009  565.00  0.983   Hunter, Florence       02/06/85              07/31/96  350.00   Y --
 A307  A.3       575     580.00  1.009  535.00  0.930   Leiterman, George      02/19/96    02/19/96  11/18/96  575.00   Y --
 A308  A.3       575     580.00  1.009  535.00  0.930   Sanchez, Frank         01/31/96    02/01/96  07/31/96  375.00   Y --
 A309  A.3       575     580.00  1.009  545.00  0.948   Rivera, Lucy           12/01/94    12/01/94  06/01/95  375.00   Y --
 A310  A.3       575     580.00  1.009  525.00  0.913   Weisberg, Jack         02/20/95    09/01/96  03/31/97  375.00   Y --
 A311  A.3       575     580.00  1.009  565.00  0.983   Patton, Anthony        04/13/95    04/13/95  10/12/95  375.00   Y --
 A312  A.3       575     580.00  1.009  535.00  0.930   Label, Priscilla       01/31/96    02/01/96  01/31/97  375.00   Y --
 A313  A.3       575     580.00  1.009  560.00  0.974   Steinbach, Marie       01/13/90    09/11/96  03/10/97  350.00   Y --
 B101  EJR.1     480     540.00  1.125  470.00  0.979   Goldkrantz, Simon      11/15/93    06/14/95  12/13/95  375.00   Y --
 B102  EJR.1     480     540.00  1.125  475.00  0.990   Mora, Alejandro        09/26/95    10/01/96  06/30/97  375.00   Y --
 B103  EJR.1     480     540.00  1.125  510.00  1.063   Williamson, Jeffery    07/02/88    10/01/96  06/30/97  550.00   Y --
 B104  EJR.1     480     540.00  1.125  510.00  1.063   Shingle, Belford O.    06/23/95    06/23/95  12/31/95  475.00   Y OL
 B105  EJR.1     480     540.00  1.125  520.00  1.083   Farahmand, Parviz      06/25/96    06/25/96  03/24/97  375.00   Y --
 B106  EJR.1     480     540.00  1.125  520.00  1.083   Backus, Allen          06/09/96    06/09/96  06/08/97  375.00   Y --
 B107  EJR.1     480     540.00  1.125  495.00  1.031   Gutierrez, Phillip     12/01/95    12/01/95  08/31/97  375.00   Y --
 B201  EJR.2     480     540.00  1.125  500.00  1.042   Sanduan, Lawrence      08/24/87    05/13/95  12/12/95  350.00   Y --
 B202  EJR.2     480     540.00  1.125  520.00  1.083   Taniguchi, Robert      09/21/96    09/21/96  04/20/97  375.00   Y --
 B203  EJR.2     480     540.00  1.125  520.00  1.083   Lumsden, Richard       08/06/96    08/06/96  08/05/97  375.00   Y --
 B204  EJR.2     480     540.00  1.125  500.00  1.042   Williams, Larry        12/01/83    10/01/96  03/31/97  200.00   Y --
 B205  EJR.2     480     540.00  0.000  520.00  0.000   Dodd, Aaron            08/26/96    08/26/96  08/25/97  375.00   Y --
 B206  EJR.3     480     540.00  1.125  475.00  0.990   Kim, John              03/03/96    03/03/96  09/03/96  375.00   Y --
 B207  EJR.2     480     540.00  1.125  520.00  1.083   Garcia, Lucio          07/10/96    07/10/96  07/09/97  375.00   Y --
 B208  A.2       575     580.00  1.009  545.00  0.948   Sabado, Joanne         11/14/94    08/01/96  01/31/97  375.00   Y --
 B209  C.2       960     750.00  0.781  620.00  0.646   Wojnar, Alex P.        03/09/84    06/01/96  05/31/97  625.00   Y --
 B210  C.2       960     750.00  0.781  720.00  0.750   Rodriguez, Salvador    03/21/96    03/21/96  06/20/96  375.00   Y --
 B211  C.2       960     750.00  0.781  630.00  0.656   Johnson, Arthur        04/18/74    06/01/96  05/31/97  100.00   Y --
 B212  C.2       960     750.00  0.781  695.00  0.724   Funk, Sharon           03/22/96    03/22/96  03/21/97  375.00   Y --
 B301  EJR.3     480     540.00  1.125  540.00  1.125   Dunbar, Christian      09/25/96    09/25/96  05/34/97  375.00   Y --
 B302  EJR.3     480     540.00  1.125  475.00  0.990   Miles, Christopher     09/02/95    09/02/95  06/01/96  375.00   Y --
 B303  EJR.3     480     540.00  1.125  520.00  1.083   Ferrante, Patricia     07/01/96    07/01/96  06/30/97  375.00   Y --
 B304  EJR.3     480     540.00  1.125  520.00  1.083   Southerland, Scott     07/13/96    07/13/96  04/06/97  375.00   Y --
 B305  EJR.3     480     540.00  1.125  510.00  1.063   Fernandez, Angela      07/01/94    06/15/95  12/15/95  375.00   Y --
 B306  EJR.3     480     540.00  1.125  520.00  1.083   Kallenberger, Bruce    07/17/96    07/17/96  07/16/97  375.00   Y --
 B307  EJR.3     480     540.00  1.125  470.00  0.979   Banez, Mercedes        01/06/95    09/01/96  05/31/97  375.00   Y --
 B308  A.3       575     580.00  1.009  535.00  0.930   Conley, Christina      01/22/96    02/01/96  01/21/97  375.00   Y --
 B309  C.3       960     695.00  0.724  695.00  0.724   Sanchez, Adrian        05/18/96    05/18/96  05/17/97  375.00   Y --
 B310  C.3       960     695.00  0.724  630.00  0.656   Rapacon, Geraldine     03/14/92    06/16/95  06/15/96  375.00   Y --
 B311  C.3       960     695.00  0.724  630.00  0.656   Loveless, Charles &    09/07/90    09/01/96  05/31/97  375.00   Y --
 B212  C.3       960     695.00  0.724  620.00  0.646   Kennemer, Joseph       11/15/82    08/01/96  07/31/97  150.00   Y --
 C101  C.1       960     750.00  0.781  630.00  0.656   Terabsyashi,Toshiak    05/19/95    05/17/95  11/16/99  375.00   Y --
 C102  C.1       960     750.00  0.781  670.00  0.698   Camarena, Miguel an    07/31/95    06/01/96  02/28/97  375.00   Y --
 C103  C.1       960     750.00  0.781  630.00  0.656   Doss, Frank            07/07/92                        300.00   Y --
 C104  C.1       960     750.00  0.781  690.00  0.719   Valdez, Eve            08/19/95    08/01/96  07/31/97  375.00   Y --
 C201  C.2       960     750.00  0.781    0.00  0.000   VACANT                                       09/27/96  0.00     N VA
 C202  C.2       960     750.00  0.781  695.00  0.724   Lybbert, Richard       04/20/96    Q4/20/96  04/19/97  375.00   Y --
 C203  C.2       960     750.00  0.781  750.00  0.781   Maryanne Geddes        08/10/96    08/10/96  02/09/97  375.00   Y --
 C204  C.2       960     750.00  0.781  695.00  0.724   Dhar, Amitava          03/22/96    03/22/96  03/21/97  375.00   Y --
 C205  C.2       960     750.00  0.781  650.00  0.677   Carrillo, Monica       01/16/94    08/01/96  07/31/97  375.00   Y --
</TABLE>
<PAGE>

09/30/96             LINCOLN RESIDENTIAL MGMT. SERVICES                Page   3
 2:51 pm                          Westlake                             ID 3.6.1
                                 All Units
<TABLE>
<CAPTION>
=== Unit Profile ===== ==== Scheduled vs Actual Rent =  ===================== ==Moved== ===Current Lease===== =Escrow=  YNAD=
 I.D.  Type      SqFt    Amount  /SqFt  Amount  /SqFt   Current Lease             In       Begin     End       Deposit  Stat
===== ======== ======= ========  =====  ======  ======  ===================== ========= ===========  ======== ========  ====
<C>    <C>       <C>     <C>     <C>    <C>     <C>     <S>                    <C>         <C>       <C>       <C>     <C><C>
C206  A.2        575     580.00  1.009  525.00  0.913   Cueto, Lorena          08/23/93    09/01/96  03/31/97  375.00   Y --
C207  A.2        575     580.00  1.009  585.00  1.017   Gonzales, Gustavo      04/15/96    04/15/96  07/14/96  375.00   Y --
C208  A.2        575     580.00  1.009  545.00  0.948   Childer, Richard       06/10/77    09/01/96  02/28/97  100.00   Y --
C209  A.2        575     580.00  1.009  545.00  0.948   Madriz, Jose           05/04/95    06/01/96  05/31/97  375.00   Y --
C301  C.3        960     695.00  0.724  620.00  0.646   Guinn, Clifford & J    09/22/86    06/01/96  06/01/97  350.00   Y --
C302  C.3        960     695.00  0.724  620.00  0.646   Draper, John           09/23/76    06/01/96  05/31/97  100.00   Y --
C303  C.3        960     695.00  0.724  675.00  0.703   Chicano, Jay           12/18/95    10/01/96  04/30/97  375.00   Y --
C304  C.3        960     695.00  0.724  650.00  0.677   Cannon, Joanna         11/20/92    06/01/96  05/31/97  375.00   Y --
C305  C.3        960     695.00  0.724  650.00  0.677   Jones, Lori J. &       01/21/95    05/01/95  03/31/97  375.00   Y --
C306  A.3        575     580.00  1.009  580.00  1.009   J H EQUITIES           09/20/96    10/02/96  03/30/97  375.00   Y --
C307  A.3        575     580.00  1.009  545.00  0.948   Davis, Doyle           01/15/92    06/01/96  06/01/97  375.00   Y --
C308  A.3        575     580.00  1.009  555.00  0.965   Henderson. Kevyn       02/02/96    02/02/96  04/30/96  535.00   Y --
C309  A.3        575     580.00  1.009  560.00  0.974   Hennessy, Patricia     05/24/96    05/24/96  05/23/97  375.00   Y --
D101  A.1        575     580.00  1.009  435.00  0.757   Rhines, Danny          02/03/89    05/01/95  06/01/97  350.00   Y --
D102  EJR.1      480     540.00  1.125  490.00  1.021   Olin, Tim              06/08/90    06/01/96  06/01/97  350.00   Y --
D103  EJR.1      480     540.00  1.125  490.00  1.021   Cherry, Jean Elizab    11/10/95    11/10/95  06/30/97  375.00   Y --
D104  EJR.1      480     540.00  1.125  520.00  1.083   Moreno, David/Arnie    06/09/96    06/09/96  06/08/97  375.00   Y --
D105  EJR.1      480     540.00  1.125  520.00  1.083   Rascon, Mary           04/05/96    04/05/96  10/04/96  375.00   Y --
D106  EJR.1      480     540.00  1.125  480.00  1.000   Harris, Leon           08/17/92    09/01/96  08/31/97  375.00   Y --
D201  A.2        575     580.00  1.009  555.00  0.965   Lockhart, Doy          05/01/95    09/01/96  03/31/97  375.00   Y --
D202  E.2        420     490.00  1.167  475.00  1.131   Waidelich, Manuel      08/12/95    08/12/95  08/11/96  375.00   Y --
D203  E.2        420     490.00  1.167  520.00  1.238   Gyant, Leonard         09/25/96    09/25/96  05/24/97  375.00   Y --
D204  E.2        420     490.00  1.167  490.00  1.167   Dorsey, Valdinia       05/07/96    05/07/96  05/06/97  375.00   Y --
D205  E.2        420     490.00  1.167  490.00  1.167   Funkhouser, Robert     07/10/96    07/10/96  04/09/97  375.00   Y --
D206  E.2        420     490.00  1.167  475.00  1.131   Moore, Marshall N.     04/01/96    04/01/96  03/31/97  375.00   Y --
D207  A.2        575     580.00  1.009  535.00  0.930   Phillips, Chris        01/01/96    01/01/96  10/31/96  575.00   Y --
D208  A.2        575     580.00  1.009  523.00  0.910   Correa, Jennie         12/07/92                        179.00   Y --
D209  A.2        575     580.00  1.009  515.00  0.896   Sandoval, Silvia       02/22/93    09/01/96  03/31/97  375.00   Y --
D210  A.2        575     580.00  1.009  560.00  0.974   Worman, Mari           09/21/96    09/25/96  09/24/97  375.00   Y --
D211  A.2        575     580.00  1.009  535.00  0.930   Teugawa, Tono          07/29/95    10/01/96  05/31/97  375.00   Y --
D301  A.3        575     580.00  1.009  555.00  0.965   Johnson, Lora          08/11/95    08/11/95  05/31/97  375.00   Y --
D302  E.3        420     490.00  1.167  445.00  1.060   Turner, Sandra         01/05/96    01/05/96  01/04/97  375.00   Y --
D303  E.3        420     490.00  1.167  490.00  1.167   Guzman, Arnalia        05/25/96    05/25/96  05/24/97  375.00   Y --
D304  E.3        480     490.00  1.167  490.00  1.167   Gunter, Lester         06/18/96    06/18/96  03/17/97  375.00   Y --
D305  E.3        420     490.00  1.167  445.00  1.060   Takahasi, Yoko         10/08/95    07/01/96  03/31/97  375.00   Y --
D306  E.3        420     490.00  1.167  445.00  1.060   Freierauth, Harry      01/31/96    01/31/96  01/31/97  375.00   Y --
D307  A.3        575     580.00  1.009  560.00  0.974   Martinez, Roy          08/10/96    08/10/96  08/09/97  375.00   Y --
D308  A.3        575     580.00  1.009  560.00  0.974   Manriquez, Maria       04/06/96    04/06/96  04/05/97  375.00   Y --
D309  A.3        575     580.00  1.009  545.00  0.948   Soto, Blanco           05/22/95    09/01/96  08/31/97  375.00   Y --
D310  A.3        575     580.00  1.009  560.00  0.974   Valdez, John           05/20/96    05/20/96  05/19/97  375.00   Y --
D311  A.3        575     580.00  1.009  535.00  0.930   Wright, Sharon         10/25/95    10/21/95  04/30/96  375.00   Y --
===== ======== ======= ========  =====  ======  ======  ===================== ========= ===========  ======== ========  ====

TOTAL:     139 81985   81395.00  0.993 75353.00 0.930     81025 SF Occupied
===== ======== ======= ========  ===== ======== ======  ===================== ========= ===========  ======== ========  ====
</TABLE>
<PAGE>

09/30/96                  LINCOLN RESIDENTIAL MGMT. SERVICES          Page   4
2:51 pm                              Westlake                         ID 3.6.1
                                    All Units

<TABLE>
<CAPTION>
PHYSICAL OCCUPANCY:  Occupied     Pct  Vacant      Pct     Total  OCCUPANCY PERCENT:      Excl. Off-Line   Incl. 0ff-Line
==================  =========  ====== =======   ======  ========  ===================     ==============   ==============
<S>                    <C>      <C>       <C>     <C>     <C>     <C>                           <C>             <C>  
   Square Footage.:    81,025   98.8%     960     1.2%    81,985  Incl. Vac. Leased.:            99.3%           99.3%
       Unit Count.:       138   99.3%       1     0.7%       139  Excl. Vac. Leased.:            99.3%           99.3%
</TABLE>

<TABLE>
<CAPTION>
        EXPOSURE TO VACANCY:     Number       Pct    MOVES /TRANSPERS:      MAKE-READY STATUS.:   Number       Pct
============================  =========   =======    =================  ======================= ========   =======
<S>                                  <C>    <C>      <C>                   <C>                        <C>  <C> 
    Currently Vacant Units.:          1      0.7%    Oct In.:        5     Total Vacant Units.:        1   100.0%
        Less Vacant Leased.:          0      0.0%    Oct Out.:       4     Ready To Rent  (Y).:        0     0.0%
  Lees Occupied Pre-Leased.:         -1      0.7%                         Need Make-Ready (N).:        1   100.0% 
   Plus Occupied On Notice.:          2      1.4%                           Off-Line Down (D).:        0     0.0%
      Occupied But Skipped.:          0      0.0%                          Off-Line Admin (A).:        0     0.0%
============================  =========   ======
   Net Exposure To Vacancy.:          2      1.4%
</TABLE>

<TABLE>
<CAPTION>
          RENTAL RATES:     Occupied   /SqFt        Pct        Vacant      /SqFt     Pct        Total  /SqFt        Pct
=======================    =========  ======     ======     =========    =======  ======   ========== ====== ==========
       <S>                 <C>         <C>        <C>          <C>         <C>      <C>     <C>        <C>       <C>   
       Scheduled Rent.:    80,645.00   0.995      99.1%        750.00      0.781    0.9%    81,395.00  0.993     100.0%
        Actual Status.:    75,353.00   0.930      92.6%        750.00      0.781    0.9%    76,103.00  0.928      93.5%
        Loss To Lease.:     5,292.00   0.065       6.5%
</TABLE>

STATUS OF UNIT TYPES, SUBTOTALED BY FIRST 8 CHARACTERS OF UNIT TYPE:
================================================================================
<TABLE>
<CAPTION>
 Unit  Total    #       %    Avg.   Occup.   Total   Sch. $  Avg. $  Act. $   Rent      Sched.     Loss to   Made    Not OffLn OffLn
 Type  Units  0cc.    0cc.   SqFt    SqFt     SqFt   /Unit   /SqFt   /Unit    /SqFt     Rent         Lease   Rdy.    Rdy. Adm.  Down
 ====  =====  ====    ====   ===    =====    =====   ======  =====   ======   =====   ========     =======   ====    ==== ====  ====
<S>       <C>   <C>   <C>    <C>    <C>      <C>     <C>     <C>     <C>      <C>      <C>          <C>       <C>     <C>  <C>   <C>
 .1        9     9    100%   575     5175     5175   580.00  1.009   530.56   0.923    5220.00      445.00     0       0    0     0
A.2       26    26    100%   575    14950    14950   580.00  1.009   551.65   0.959   15080.00      737.00     0       0    0     0
A.3       24    24    100%   575    13800    13800   580.00  1.009   549.79   0.956   13920.00      725.00     0       0    0     0
 .1        2     2    100%   720     1440     1440   750.00  1.042   700.00   0.972    1500.00      100.00     0       0    0     0
B.2        3     3    100%   720     2160     2160   750.00  1.042   663.33   0.921    2250.00      260.00     0       0    0     0
C.1        4     4    100%   960     3840     3840   750.00  0.781   655.00   0.682    3000.00      380.00     0       0    0     0
 .2        9     8     89%   960     7680     8640   750.00  0.781   681.88   0.710    6750.00      545.00     0       1    0     0
 .3        9     9    100%   960     8640     8640   695.00  0.724   643.33   0.670    6255.00      465.00     0       0    0     0
E.1        3     3    100%   420     1260     1260   490.00  1.167   481.67   1.147    1470.00       25.00     0       0    0     0
E.2       14    14    100%   480     5880     5880   490.00  1.167   472.86   1.126    6860.00      240.00     0       0    0     0
E.3        5     5    100%   480     2100     2100   490.00  1.167   463.00   1.102    2450.00      135.00     0       0    0     0
EF.1       1     1    100%   480      420      420   520.00  1.238   490.00   1.167     520.00       30.00     0       0    0     0
EF.2       4     4    100%   480     1680     1680   520.00  1.238   451.25   1.074    2080.00      275.00     0       0    0     0
 JR.1     12    12    100%   480     S760     S760   540.00  1.125   500.00   1.042    6480.00      480.00     0       0    0     0
 JR.2      7     7    100%   480     2880     2880   490.00  1.314   507.86   1.234    3780.00      225.00     0       0    0     0
EJR.3      7     7    100%   480     3360     3360   540.00  1.125   507.86   1.058    3780.00      225.00     0       0    0     0
 ====  =====  ====    ====   ===    =====    =====   ======  =====   ======   =====   ========     =======   ====    ==== ====  ====
16       139   138     99%   590    81025    81985   585.58  0.993   546.04   0.930   81395.00     5292.00     0       1    0     0
</TABLE>
<PAGE>

09/30/96             LINCOLN RESIDENTIAL MGMT. SERVICES                Page   1
 2:51 pm                          Westlake                             ID 3.6.1
                                 All Units
<TABLE>
<CAPTION>
=== Unit Profile ===== ==== Scheduled vs Actual Rent =  ===================== ==Moved== ===Current Lease===== =Escrow=  YNAD=
 I.D.  Type      SqFt    Amount  /SqFt  Amount  /SqFt   Current Lease             In       Begin     End       Deposit  Stat
===== ======== ======= ========  =====  ======  ======  ===================== ========= ===========  ======== ========  ====
<C>    <C>       <C>     <C>     <C>    <C>     <C>     <S>                    <C>         <C>       <C>       <C>     <C><C>
   E1 E.1        420     490.00  1.167  465.00  1.107   Peredia, Ryan          03/21/94    08/01/96  01/31/97  375.00   Y --
   E2 E.1        420     490.00  1.167  490.00  1.167   Worthy, Tara           08/09/96    08/09/96  02/08/97  375.00   Y --
   E3 E.1        420     490.00  1.167  490.00  1.167   Sisemore, Glenn        09/07/96    09/07/96  06/06/97  375.00   Y --
   E4 E.2        420     490.00  1.167  490.00  1.167   Lemucci, Angi          07/06/96    07/06/96  07/05/97  375.00   Y --
   E5 E.2        420     490.00  1.167  490.00  1.167   Moreno, Roberto        09/07/96    09/07/96  09/06/97  375.00   Y --
   E6 E.2        420     490.00  1.167  415.00  0.988   Perez, Paul            05/19/95    07/01/96  03/31/97  375.00   Y --
   E7 E.2        420     490.00  1.167  465.00  1.107   Garcia, Marion K.      06/07/95    06/01/96  02/28/97  940.00   Y --
   E8 E.2        420     490.00  1.167  415.00  0.988   Valeapino, Martha      05/01/95    07/01/96  03/31/97  375.00   Y --
   E9 E.2        420     490.00  1.167  495.00  1.179   Carreras, Delphino     07/05/95    06/01/96  02/28/97  375.00   Y --
   F1 EF.1       420     520.00  1.238  490.00  1.167   Valazquez, Anna        08/15/96    08/15/96  04/30/97  375.00   Y --
   F2 EF.2       420     520.00  1.238  415.00  0.988   Schell, Brett          11/01/94    06/01/96  05/31/97  375.00   Y --
   F3 EF.2       420     520.00  1.238  490.00  1.167   Heflin, Ralph          06/25/96    06/25/96  03/24/97  375.00   Y --
   F5 EF.2       420     520.00  1.238  485.00  1.155   Cone, Letha            12/01/77                        100.00   Y --
   FS EF.2       420     520.00  1.238  415.00  0.988   Williams, Todd         01/01/95    06/01/96  05/31/97  375.00   Y --
   G6 A.1        575     580.00  1.009  535.00  0.930   Green, Peggy           10/01/89    08/01/96  04/30/97  350.00   Y --
   G7 B.1        720     750.00  1.042  650.00  0.903   Black, Carol           06/05/93                        375.00   Y --
   GB B.1        720     750.00  1.042  750.00  1.042   Breechini, Gloria      01/06/89    09/01/96  08/31/97  375.00   Y --
   G9 A.2        575     580.00  1.009  625.00  1.087   Nelson, Dave           08/04/96    08/04/96  08/03/97  375.00   Y --
  E10 E.2        420     490.00  1.167  490.00  1.167   McCoy, Timothy Alan    05/04/96    05/04/96  05/03/97  375.00   Y --
  E11 E.2        420     490.00  1.167  465.00  1.107   Griffin, Todd          06/01/93    06/01/96  06/01/97  375.00   Y --
  E12 E.2        420     490.00  1.167  445.00  1.060   Cunha, Mario           01/31/96    02/01/96  01/31/97  375,00   Y --
  G1O B.2        720     750.00  1.042  630.00  0.875   Corey, Nadine          07/08/95    10/01/96  07/31/97  450.00   Y --
  G11 B.2        720     750.00  1.042  610.00  0.847   Perez, Martin          06/14/95    09/01/96  05/31/97  375.00   Y --
  G12 B.2        720     750.00  1.042  750.00  1.042   Williams, Mike         08/01/96    08/01/96  04/30/97  575.00   Y --
  G14 A.2        575     580.00  1.009  545.00  0.948   Hughes, Ronald         12/05/94    12/05/94  07/06/95  375.00   Y --
 A1O1 A.1        575     580.00  1.009  515.00  0.896   Doss, Georgiana        03/06/92                        179.00   Y --
 A102 A.1        575     580.00  1.009  560.00  0.974   Cronn, CHANDRA & JO    08/01/95    08/01/95  06/13/97  375.00   Y --
 A103 A.1        575     580.00  1.009  535.00  0.930   Pearson, Isiah         03/10/95    10/04/96  07/03/97  375.00   Y --
 A104 A.1        575     580.00  1.009  590.00  1.026   Urzua, Norma           09/06/96    09/05/96  09/05/97  375.00   Y --
 A105 A.1        575     580.00  1.009  545.00  0.948   Hernandez, Amilear     12/01/93    07/01/96  03/31/97  375.00   Y --
 A1O6 A.1        575     580.00  1.009  535.00  0.930   Barreras, Efren        01/15/96    09/01/96  05/31/97  375.00   Y --
 A1O7 A.1        575     580.00  1.009  525.00  0.913   Nuki, Chiyoka & Kay    02/10/85    05/01/95  05/15/96  350.00   Y --
 A201 A.2        575     580.00  1.009  545.00  0.948   Diane Jones            02/01/88    05/01/95  02/28/97  350.00   Y --
 A202 A.2        575     580.00  1.009  545.00  0.948   Pieratt, Johnie        10/14/94    06/01/96  03/01/97  375.00   Y --
 A203 A.2        575     580.00  1.009  545.00  0.948   Brinton, Martha        05/01/82                        150.00   Y --
 A204 A.2        575     580.00  1.009  555.00  0.965   Porter, Jeff           07/16/77    05/01/95  05/01/96  100.00   Y --
 A205 A.2        575     580.00  1.009  560.00  0.974   Anderson, Mark         07/20/96    07/20/96  05/19/98  375.00   Y --
 A206 A.2        575     580.00  1.009  555.00  0.965   Guiterrez, Felix       05/04/95    09/01/96  08/31/97  375.00   Y --
 A207 A.2        575     580.00  1.009  565.00  0.983   Vong, Kim              04/18/95    04/18/95  12/01/95  375.00   Y --
 A208 A.2        575     580.00  1.009  560.00  0.974   Herrera, Debra         05/25/96    05/25/96  05/24/97  375.00   Y --
 A209 A.2        575     580.00  1.009  560.00  0.974   Rizzo, Jimmy           06/27/96    06/27/96  06/26/97  375.00   Y --
 A210 A.2        575     580.00  1.009  535.00  0.930   Vona, Paula            01/31/96    01/27/96  01/31/97  375.00   Y --
 A211 A.2        575     580.00  1.009  565.00  0.983   Hicks, Thomas          02/06/92              07/31/96  375.00   Y --
 A212 A.2        575     580.00  1.009  560.00  0.974   Austin, Ron            09/01/95    09/01/96  08/31/97  375.00   Y --
 A213 A.2        575     580.00  1.009  555.00  0.965   Horton, Marcus         10/10/95    06/01/96  05/31/97  375.00   Y --
 A301 A.3        575     580.00  1.009  560.00  0.974   Glick, Julie           05/01/96    05/01/96  04/30/97  375.00   Y --
 A302 A.3        575     580.00  1.009  525.00  0.913   Castle, Charles Edw    09/26/90    05/14/95  12/13/95  375.00   Y --
 A203 A.3        575     580.00  1.009  560.00  0.974   Sampaga, Consuelo      08/07/96    08/07/96  08/06/97  37S.00   Y --
 A304 A.3        575     580.00  1.009  560.00  0.974   Martellaro, Dominic    07/20/96    07/20/96  05/19/98  375.00   Y --
</TABLE>
<PAGE>

09/30/96           LINCOLN RESIDENTIAL MGMT. SERVICES                  Page   1
12:41 pm                        Westlake                               ID 3.6.6
                               All Units
                                Rent Roll
                             As Of 27 Sep 1996
           Grouping codes included: ABCDEFGHIJKLOPQRSTUVWXY

<TABLE>
<CAPTION>
=========================================================================================================================
Unit #    Name                             Type        Sq.Ft.    Autobill      Deposit     Moved In     Lease Ends Status
======   ===============================   ========  ========  ==========   ==========  ============  ============ ======
  <C>    <S>                               <C>            <C>      <C>          <C>     <C>           <C>            <C>
   E1    Peredia, Ryan                     E.1            420      465.00       375.00  21 Mar  1994  31 Jan  1997    O
   E2    Worthy, Tara                      E.1            420      490.00       375.00   9 Aug  1996   8 Feb  1997    O
   E3    Sisemore, Glenn                   E.1            420      490.00       375.00   7 Sep  1996   6 Jun  1997    O
   E4    Lemucci, Angi                     E.2            420      490.00       375.00   6 Jul  1996   5 Jul  1997    O
   E5    Moreno, Roberto                   E.2            420      490.00       375.00   7 Sep  1996   6 Sep  1997    O
   E6    Perez, Paul                       E.2            420      415.00       375.00  19 May  1995  31 Mar  1997    0
   E7    Garcia, Marion K.                 E.2            420      465.00       940.00   7 Jun  1995  28 Feb  1997    0
   E8    Valespino, Martha                 E.2            420      415.00       375.00   1 May  1995  31 Mar  1997    0
   E9    Carreras, Delphino                E.2            420      495.00       375.00   5 Jul  1995  28 Feb  1997    0
   F1    Valazquez, Anna                   EF.1           420      490.00       375.00  15 Aug  1996  30 Apr  1997    0
   F2    Schell, Brett                     EF.2           420      415.00       375.00   1 Nov  1994  31 May  1997    0
   F3    Heflin, Ralph                     EF.2           420      490.00       375.00  25 Jun  1996  24 Mar  1997    0
   F4    Cone, Letha                       EF.2           420      485.00       100.00   1 Dec  1977       Monthly    0
   F5    Williams, Todd                    EF.2           420      415.00       375.00   1 Jan  1995  31 May  1997    0
   G6    Green, Peggy                      A.1            575      535.00       350.00   1 Oct  1989  30 Apr  1997    0
   G7    Black, Carol                      B.1            720      650.00       375.00   5 Jun  1993       Monthly    0
   G8    Breschini, Gloria                 B.1            720      750.00       375.00   6 Jan  1989  31 Aug  1997    0
   G9    Nelson, Dave                      A.2            575      625.00       375.00   4 Aug  1996   3 Aug  1997    0
   E10   McCoy, Timothy Alan               E.2            420      490.00       375.00   4 May  1996   3 May  1997    0
   E11   Griffin, Todd                     E.2            420      465.00       375.00   1 Jun  1993   1 Jun  1997    0
   E12   Cunha, Mario                      E.2            420      445.00       375.00  31 Jan  1996  31 Jan  1997    0
   G10   Corey, Nadine                     B.2            720      630.00       450.00   8 Jul  1995  31 Jul  1997    0
   G11   Perez, Martin                     B.2            720      610.00       375.00  14 Jun  1995  31 May  1997    0
   G12   Williams, Mike                    B.2            720      750.00       575.00   1 Aug  1996  30 Apr  1997    0
   G14   Hughes, Ronald                    A.2            575      545.00       375.00   5 Dec  1994       Monthly    0
   A101  Doss, Georgians                   A.1            575      515.00       179.00   6 Mar  1992       Monthly    0
   A102  Cronn, CHANDRA & JOSEPH           A.1            575      560.00       375.00   1 Aug  1995  13 Jun  1997    O
   A103  Pearson, Isiah                    A.1            575      535.00       375.00  10 Mar  1995   3 Jul  1997    0
   A104  Urzua, Norma                      A.1            575      590.00       375.00   6 Sep  1996   5 Sep  1997    0
   A105  Hernander, Amilear & Esther       A.1            575      545.00       375.00   1 Dec  1993  31 Mar  1997    0
   A106  Barreras, Efren                   A.1            575      535.00       375.00  15 Jan  1996  31 May  1997    0
   A107  Muki, Chiyoka & Kay               A.1            575      525.00       350.00  10 Feb  1985       Monthly    0
   A201  Diane Jones                       A.2            575      545.00       350.00   1 Feb  1988  28 Feb  1997    0
   A202  Pieratt, Johnie                   A.2            575      545.00       375.00  14 Oct  1994   1 Mar  1997    0
   A203  Brinton, Martha                   A.2            575      545.00       150.00   1 May  1982       Monthly    0
   A204  Porter, Jeff                      A.2            575      555.00       100.00  16 Jul  1977       Monthly    0
   A205  Anderson, Mark                    A.2            575      560.00       375.00  20 Jul  1996  19 May  1998    0
   A206  Guiterrez, Felix                  A.2            575      555.00       375.00   4 May  1995  31 Aug  1997    0
   A207  Yong, Kim                         A.2            575      565.00       375.00  18 Apr  1995       Monthly    0
   A208  Herrera, Debra                    A.2            575      560.00       375.00  25 May  1996  24 May  1997    0
   A209  Rizzo, Jimmy                      A.2            575      560.00       375.00  27 Jun  1996  26 Jun  1997    0
   A210  Vona, Paula                       A.2            575      535.00       375.00  31 Jan  1996  31 Jan  1997    0
   A211  Hicks, Thomas                     A.2            575      565.00       375.00   6 Feb  1992       Monthly    0
   A212  Austin, Ron                       A.2            575      560.00       375.00   1 Sep  1996  31 Aug  1997    0
   A213  Horton, Marcus                    A.2            575      555.00       375.00  10 Oct  1995  31 May  1997    0
   A301  Glick, Julie                      A.3            575      560.00       375.00   1 May  1996  30 Apr  1997    0
   A302  Castle, Charles Edward            A.3            575      525.00       375.00  26 Sep  1990       Monthly    0
</TABLE>
<PAGE>

09/30/96           LINCOLN RESIDENTIAL MGMT. SERVICES                  Page   2
12:41 pm                        Westlake                               ID 3.6.6
                               All Units
                                Rent Roll
                             As Of 27 Sep 1996
           Grouping codes included: ABCDEFGHIJKLOPQRSTUVWXY

<TABLE>
<CAPTION>
=========================================================================================================================
Unit #    Name                             Type        Sq.Ft.    Autobill      Deposit     Moved In     Lease Ends Status
======   ===============================   ========  ========  ==========   ==========  ============  ============ ======
  <C>    <S>                               <C>            <C>      <C>          <C>     <C>           <C>            <C>
   A303  Sampaga, Conauclo                 A.3            575      560.00       375.00   7 Aug 1996    6 Aug  1997    0
   A304  Martellaro, Dominic               A.3            575      560.00       375.00  20 Jul 1996   19 May  1998    0
   A305  Palafox, Peter                    A.3            575      535.00       375.00   1 Mar 1996   28 Feb  1997    0
   A306  Hunter, Florence                  A.3            575      565.00       350.00   6 Feb 1985        Monthly    0
   A307  Leiterman, George                 A.3            575      535.00       575.00  19 Feb 1996   18 Nov  1996    0
   A3O8  Sanchez, Frank                    A.3            575      535.00       375.00  31 Jan 1996        Monthly    0
   A309  Rivera, Lucy                      A.3            575      545.00       375.00   1 Dec 1994        Monthly    0
   A31O  Weisberg, Jack                    A.3            575      525.00       375.00  20 Feb 1995   31 Mar  1997    0
   A311  Patton, Anthony                   A.3            575      565.00       375.00  13 Apr 1995        Monthly    0
   A312  Label, Priscilla                  A.3            575      535.00       375.00  31 Jan 1996   31 Jan  1997    0
   A213  Steinbach, Marie                  A.3            575      560.00       350.00  13 Jan 1990   10 Mar  1997    0
   B101  Goldkrantz, Simon                 EJR.1          480      470.00       375.00  15 Nov 1993        Monthly    0
   B102  Mora, Alejandro                   EJR.1          480      475.00       375.00  26 Sep 1995   30 Jun  1997    0
   B1O3  Williamson, Jeffery               EJR.1          480      510.00       550.00   2 Jul 1988   30 Jun  1997    0
   B104  Shingle, Belford 0.               EJR.1          480      510.00       375.00  23 Jun 1995        Monthly    NR
   B1O5  Farahmand, Parviz                 EJR.1          480      520.00       375.00  25 Jun 1996   24 Mar  1997    0
   B106  Backus, Allen                     EJR.1          480      520.00       375.00   9 Jun 1996    8 Jun  1997    0
   B107  Gutierrez, Phillip                EJR.1          480      495.00       375.00   1 Dec 1995   31 Aug  1997    0
   B201  Sandman, Lawrence                 EJR.2          480      500.00       350.00  24 Aug 1987        Monthly    0
   B202  Taniguchi, Robert                 EJR.2          480      520.00       375.00  21 Sep 1996   20 Apr  1997    0
   B203  Lurmsden, Richard                 EJR.2          480      520.00       375.00   6 Aug 1996    5 Aug  1997    0
   B204  Williams, Larry                   EJR.2          480      500.00       200.00   1 Dec 1983   31 Mar  1997    0
   B205  Dodd, Aaron                       EJR.2          409      520.00       375.00  26 Aug 1996   25 Aug  1997    0
   B206  Kim, John                         EJR.2          480      475.00       375.00   3 Mar 1996        Monthly    0
   B207  Garcia, Lucio                     EJR.2          480      520.00       375.00  10 Jul 1996    9 Jul  1997    0
   B208  Sabado, Joanne                    A.2            575      545.00       375.00  14 Nov 1994   31 Jan  1997    0
   B209  Wojnar, Alex P.                   C.2            960      620.00       625.00   9 Mar 1984   31 May  1997    0
   B210  Rodriguez, Salvador               C.2            960      720.00       375.00  21 Mar 1996        Monthly    0
   B211  Johnson, Arthur                   C.2            960      630.00       100.00  18 Apr 1974   31 May  1997    0
   B212  Funk, Sharon                      C.2            960      695.00       375.00  22 Mar 1996   21 Mar  1997    0
   B301  Dunbar, Christian                 EJR.3          480      540.00       375.00  25 Sep 1996   24 May  1997    0
   B302  Miles, Christopher                EJR.3          480      475.00       375.00   2 Sep 1995        Monthly    0
   B303  Ferrante, Patricia                EJR.3          480      520.00       375.00   1 Jul 1996   30 Jun  1997    0
   B304  Southerland, Scott                EJR.3          480      520.00       375.00  13 Jul 1996    6 Apr  1997    0
   B305  Fernandez, Angela                 EJR.3          480      510.00       375.00   1 Jul 1994        Monthly    0
   B306  Kallenberger, Bruce               EJR.3          480      520.00       375.00  17 Jul 1996   16 Jul  1997    0
   B307  Banez, Mercedes                   EJR.3          480      470.00       375.00   6 Jan 1995   31 May  1997    0
   B308  Conley, Christina                 A.3            575      535.00       375.00  22 Jan 1996   21 Jan  1997    0
   B309  Sanchez, Adrian                   C.3            960      695.00       375.00  18 May 1996   17 May  1997    0
   B310  Rapacon, Geraldine & Gail         C.3            960      630.00       375.00  14 Mar 1992        Monthly    0
   B311  Loveless, Charles & Sheila        C.3            960      630.00       375.00   7 Sep 1990   31 May  1997    0
   B312  Kennemer, Joseph                  C.3            960      620.00       150.00  15 Nov 1982   31 Jul  1997    0
   C1O1  Terabayashi,Toshiaki              C.1            960      630.00       375.00  19 May 1995   16 Nov  1999    0
   C102  Camarena, Miguel and Carmen       C.1            960      670.00       375.00  31 Jul 1995   28 Feb  1997    0
   C1O3  Doss, Prank                       C.1            960      630.00       300.00   7 Jul 1992        Monthly    0
   C104  Valder, Eve                       C.1            960      690.00       375.00  19 Aug 1995   31 Jul  1997    0
   C201  Vacant                            C.2            960      750.00         0.00                               VU
</TABLE>
<PAGE>

09/30/96           LINCOLN RESIDENTIAL MGMT. SERVICES                  Page   3
12:41 pm                        Westlake                               ID 3.6.6
                               All Units
                                Rent Roll
                             As Of 27 Sep 1996
           Grouping codes included: ABCDEFGHIJKLOPQRSTUVWXY

<TABLE>
<CAPTION>
=========================================================================================================================
Unit #    Name                             Type        Sq.Ft.    Autobill      Deposit     Moved In     Lease Ends Status
======   ===============================   ========  ========  ==========   ==========  ============  ============ ======
  <C>    <S>                               <C>            <C>      <C>          <C>     <C>           <C>            <C>
  C202   Lybbert, Richard                  C.2            960      695.00       375.00  20  Apr 1996  19 Apr  1997    O
  C203   Maryanne Geddes                   C.2            960      750.00       375.00  10  Aug 1996   9 Feb  1997    0
  C204   Dhar, Amitava                     C.2            960      695.00       375.00  22  Mar 1996  21 Mar  1997    0
  C205   Carrillo, Monica                  C.2            960      650.00       375.00  16  Jan 1994  31 Jul  1997    O
  C206   Cueto, Lorena                     A.2            575      525.00       375.00  23  Aug 1993  31 Mar  1997    0
  C207   Gonzales, Gustavo                 A.2            575      585.00       375.00  15  Apr 1996       Monthly    NU
  C2O8   Childer, Richard                  A.2            575      545.00       100.00  10  Jun 1977  28 Feb  1997    0
  C209   Madriz, Jose                      A.2            575      545.00       375.00   4  May 1995  31 May  1997    0
  C3O1   Guinn, Clifford & Jackie          C.3            960      620.00       350.00  22  Sep 1986   1 Jun  1997    0
  C302   Draper, John                      C.3            960      620.00       100.00  23  Sep 1976  31 May  1997    0
  C303   Chicano, Jay                      C.3            960      675.00       375.00  18  Dec 1995  30 Apr  1997    0
  C304   Cannon, Joanna                    C.3            960      650.00       375.00  20  Nov 1992  31 May  1997    0
  C305   Jones, Lori J. &                  C.3            960      650.00       375.00  21  Jan 1995  31 Mar  1997    0
  C306   J H EQUITIES                      A.3            575      580.00       375.00  20  Sep 1996  30 Mar  1997    0
  C307   Davis, Doyle                      A.3            575      545.00       375.00  15  Jan 1992   1 Jun  1997    0
  C3O8   Henderson, Kevyn                  A.3            575      555.00       535.00   2  Feb 1996       Monthly    0
  C309   Henneesy, Patricia                A.3            575      560.00       375.00  24  May 1996  23 May  1997    0
  D101   Rhines, Danny                     A.1            575      435.00       350.00   3  Feb 1989   1 Jun  1997    0
  D102   Olin, Tim                         EJR.1          480      490.00       350.00   8  Jun 1990   1 Jun  1997    O
  D103   Cherry, Jean Elizabeth            EJR.1          480      490.00       375.00  10  Nov 1995  30 Jun  1997    0
  D104   Moreno, David/Amie                EJR.l          480      520.00       375.00   9  Jun 1996   8 Jun  1997    0
  D105   Rascon, Mary                      EJR.1          480      520.00       375.00   5  Apr 1996   4 Oct  1996    0
  D106   Harris, Leon                      EJR.1          480      480.00       375.00  17  Aug 1992  31 Aug  1997    0
  D201   Lockhart, Doy                     A.2            575      555.00       375.00   1  May 1995  31 Mar  1997    0
  D202   Waidelich, Manuel                 E.2            420      475.00       375.00  12  Aug 1995       Monthly    0
  D203   Gyant, Leonard                    E.2            420      520.00       375.00  25  Sep 1996  24 May  1997    0
  D204   Dorsey, Valdinia                  E.2            430      490.00       375.00   7  May 1996   6 May  1997    0
  D205   Funkhouser, Robert                E.2            420      490.00       375.00  10  Jul 1996   9 Apr  1997    0
  D206   Moore, Marshall W.                E.2            420      475.00       375.00   1  Apr 1996  31 Mar  1997    0
  D207   Phillips, Chris                   A.2            575      535.00       575.00   1  Jan 1996  31 Oct  1996    0
  D208   Correa, Jennie                    A.2            575      521.00       179.00   7  Dec 1992       Monthly    0
  D209   Sandoval, Silvia                  A.2            575      515.00       375.00  22  Feb 1993  31 Mar  1997    0
  D210   Worman, Mary                      A.2            575      560.00       375.00  21  Sep 1996  24 Sep  1997    0
  D211   Tsugawa, Tono                     A.2            575      535.00       375.00  29  Jul 1995  31 May  1997    0
  D301   Johnson, Lora                     A.3            575      555.00       375.00  11  Aug 1995  31 May  1997    0
  D302   Turner, Sandra                    E.3            420      445.00       375.00   5  Jan 1996   4 Jan  1997    0
  D303   Guzman, Amelia                    E.3            420      490.00       375.00  25  May 1996  24 May  1997    0
  D304   Gunter, Leater                    E.3            420      490.00       375.00  18  Jun 1996  17 Mar  1997    0
  D305   Takahasi, Yoko                    E.3            420      445.00       375.00   8  Oct 1995  31 Mar  1997    0
  D306   Freiermuth, Harry                 E.3            420      445.00       375.00  31  Jan 1996  31 Jan  1997    0
  D307   Martinez, Roy                     A.3            575      560.00       375.00  10  Aug 1996   9 Aug  1997    0
  D308   Manniquez, Maria                  A.3            575      560.00       375.00   6  Apr 1996   5 Apr  1997    0
  D309   Soto, Blanco                      A.3            575      545.00       375.00  22  May 1995  31 Aug  1997    0
  D310   Valdez, John                      A.3            575      560.00       375.00  20  May 1996  19 May  1997    0
  D311   Wright, Sharon                    A.3            575      535.00       375.00  25  Oct 1995       Monthly    0
======   ===============================   ========  ========  ==========   ==========  ============  ============ ======
</TABLE>
<PAGE>

09/30/96           LINCOLN RESIDENTIAL MGMT. SERVICES                  Page   4
12:41 pm                        Westlake                               ID 3.6.6
                               All Units
                                Rent Roll
                             As Of 27 Sep 1996
           Grouping codes included: ABCDEFGHIJKLOPQRSTUVWXY

<TABLE>
<CAPTION>
=========================================================================================================================
Unit #    Name                             Type        Sq.Ft.    Autobill      Deposit     Moved In     Lease Ends Status
======   ===============================   ========  ========  ==========   ==========  ============  ============ ======
   <C>   <S>                               <C>                  <C>                                  <C>
   Code  Status                         # Units                 Rent Schedule                          Amount
   ====  ============================   =======                 ================================     =========
     0   Occupied, No Notice                136                 Units Occupied--Actual Rents         75,353.00
     NU  Occupied, Notice Unrented            1                 Units Vacant--Vacant Potential          750.00
     NR  Occupied, Notice Rented              1                                                      ---------
     VU  Vacant, Unrented                     1                 100% (Gross) Potential Value         76,103.00
     VR  Vacant, Rented                       0
     SU  Charging A Skip, Unrented            0                 Total Escrow Deposits                50,883.00
     SR  Charging A Skip, Rented              0                 Total Rentable Square Feet              81,985
   ====  ============================   =======                 ================================     =========
         Total Units                        139
</TABLE>
<PAGE>

- --------------------------------------------------------------------------------
                     QUALIFICATIONS OF ROBERT SAIA, MAI, SRA
                        Calif. OREA Certificate #AG003191
- --------------------------------------------------------------------------------

EXPERIENCE

Independent real estate appraiser since 1981.

EDUCATION

Associate Arts Degree from West Valley College. Major in Real Estate.

Bachelor of Arts Degree in Economics from San Jose State University. Graduated
with distinction.

Graduate Studies in the Master of Business Administration Program at Golden Gate
University, San Francisco.

Advanced courses in appraisal taken at California State University, Hayward,
University of San Francisco and San Jose State University, through the Appraisal
Institute.

MEMBERSHIPS

Former Member of the Society of Real Estate Appraiser
(SRPA designation)
Current Member of the Appraisal Institute, MAT #8841
Current Member of Admissions Committee Appraisal Institute
Board of Directors, South Bay Chapter Appraisal Institute 1993-95. National
admissions board member.

STATE CERTIFICATES AND LICENSES

State of California "Certified-General" Appraiser Certificate No. AG003191
State of California Real Estate License (non-active)
State of Nevada "Certified-General" Appraiser Certificate No. 00621

APPRAISAL ASSIGNMENTS

Some of the types of properties appraised in the past are outlined below:

Commercial: Retail stores, office buildings, service stations, vacant land,

Residential: Single family, multi-family, townhouse/condominium, vacant land,
             subdivision, apartments and mobile home parks.

Industrial: Vacant land, warehouses, research and development facilities,
industrial condominiums and manufacturing facilities, mini-storage warehouses,
food processing facilities, truck terminals.
<PAGE>

Special Use: Airport, carwash, landfill, right-of-way, easement valuation,
commercial nursery, and golf courses.

Lodging Facilities: Motels, hotels, inns, SRO, Recreational vehicle parks

CLIENTS

A brief partial list of past clients with whom Mr. Saia has worked with
includes:

American Savings Bank
County of Santa Clara
Comerica Bank
Bank of America NT&SA
First National Bank of Central California 
Bank of Salinas 
Home Savings of America 
Metropolitan Securities & Trust 
City of Monterey 
City of San Jose 
City of Palo Alto 
Imperial Thrift & Mortgage 
NationsBank 
Pacific Western Bank 
Bay View Federal Bank 
Wells Fargo Bank 
Phoenix Home Life



                                   DISCLAIMER

The appraisal report appearing below is addressed to NationsBank of Texas, N.A.
("NationsBank"). NationsBank does not represent that the presumptions or
conclusions in the appraisals are relevant or accurate and does not endorse the
conclusions set forth in the appraisal. Any value, presumption, or conclusion
regarding the property or properties appraised in the report must be verified
independently of NationsBank. This appraisal has not been approved by
NationsBank and is being transmitted without representation and warranty of
NationsBank.
<PAGE>

================================================================================

                                APPRAISAL REPORT

                               THE ELMS APARTMENTS
                                 424 Noice Drive
                            Salinas, California 93906

                Effective Date of Appraisal: September 28, 1996

                                 APPRAISED FOR:

                           NationsBank of Texas, N.A.
                          Real Estate Risk Assessment
                          901 Main Street, 51st Floor
                            Dallas, Texas 75202-3714

                                  APPRAISED BY:

                            ROBERT SAIA & ASSOCIATES
                                313 Avalon Avenue
                          Santa Cruz, California 95060

================================================================================
<PAGE>

                          ROBERT SAIA, MAI & ASSOCIATES
                        Property Appraisers & Consultants
- --------------------------------------------------------------------------------

September 28, 1996

Mr. Gary D. Long
Real Estate Risk Assessment
NationsBank of Texas, N.A.
901 Main Street, 51st Floor
Dallas, Texas 75202-3714

Dear Mr. Long:

As requested, Robert Saia, MAI & Associates has completed a market value "as is"
appraisal of the 188-unit apartment complex known as "The Elms," located at 424
Noice Drive, in Salinas, California.

The property rights appraised are those of the leased fee interest. All units
are on short-term leases (less than one year), thus there is no leasehold or
leased fee bonus values to consider. In other words, the fee simple and leased
fee values are the same. As of the appraisal date, there were no vacancies. The
on-site office manager occupies a 12' x 16' office which is attached to one of
the buildings. The office has its own separate entrance. "The Elms" is valued on
the basis of 188 net rentable units.

The function of this appraisal is to aid in proper underwriting, loan
classification and/or disposition of the subject property, in conjunction with a
multi-property pending portfolio purchase which includes the subject property.
The effective date of the appraisal is September 28, 1996, the date of the last
complete property inspection.

This report was prepared as a Complete Appraisal, Summary Report" following
generally accepted and established appraisal practices that comply with the
Uniform Standards of Professional Appraisal Practice (USPAP) and also in
accordance with the NationsBank Appraisal/Evaluation Guidelines for Appraisers.
As instructed, the cost approach has been omitted. Although the cost approach
has very little relevancy in the appraisal of apartment complexes in this area,
its omission may be considered by some to invoke the Departure Provision.

The Limiting Conditions and Assumptions contained at the conclusion of this
report are a vital part of the appraisal. There are no extraordinary assumptions
that affects the appraisal.

The market value estimate is based on an exposure time of four months. Based on
our analysis and investigation, as discussed in the attached appraisal report,
the Market Value "As Is" of The Elms Apartments, as of September 28, 1996, is as
follows:

 Robert Saia, MAI & Associates 313 Avalon Avenue Santa Cruz, CA o (408) 458-9095
<PAGE>

Mr. Gary Long 
Page 2

            --------------------------------------------------
                           EIGHT MILLION DOLLARS
                               ($8,000,000)
            --------------------------------------------------

The above is the value of the real estate only. Personal property value is
nominal, and plays no significant role in the operation of the apartments. If
you should have any questions, please contact our office.

Respectfully Submitted,

/s/ Robert Saia

Robert Saia, MAL
OREA Cert. #AGOO3191 (exp. 12/7/96)

 Robert Saia, MAI & Associates 313 Avalon Avenue Santa Cruz, CA o (408) 458-9095
<PAGE>

The Elms Apartments, Salinas, CA

                                TABLE OF CONTENTS

Summary of Salient Facts ..................................................... 1
Purpose of the Appraisal ..................................................... 3
Function of the Report ....................................................... 3
Valuation Date ............................................................... 3
Property Right Appraised ..................................................... 4
Location and Property Identification ......................................... 4
Property History & Ownership ................................................. 4
Project Overview ............................................................. 4
The Extent of the Appraisal Process .......................................... 5
Competency Statement ......................................................... 6
Regional Description ......................................................... 7
City of Salinas ..............................................................19
Salinas Apartment Market .....................................................22
Neighborhood Description .....................................................23
Site Analysis ................................................................24
Current Taxes & Assessments ..................................................25
Improvement Description ......................................................28
Highest and Best Use Analysis ................................................30
The Appraisal Process ........................................................32
Income Capitalization Approach ...............................................32
Sales Comparison Approach ....................................................54
Reconciliation of the Value Estimates ........................................64
Marketing Period Estimate ....................................................65
Exposure Period Estimate .....................................................65
Allocation of F,F&E ..........................................................66
Assumptions and Limiting Conditions ..........................................67
Certification of Appraisal ...................................................70

ADDENDA
Photographs of the Subject Property
Maps
Floor Plans
Apartment Building Sales Sheets
Rent Roll and Operating Statements
Qualifications

 Robert Saia, MAI & Associates 313 Avalon Avenue Santa Cruz, CA o (408) 458-9095
<PAGE>

The Elms Apartments, Salinas, CA

                            SUMMARY OF SALIENT FACTS
- --------------------------------------------------------------------------------

CLIENT:                            NationsBank                
                                                                
PROJECT NAME'                      The Elms Apartments          
                                                                
ADDRESS:                           424 Noice Drive, Salinas, CA 93906        
                                                                             
LOCATION:                          North Salinas                             
                                                                             
A.P.N.:                            261-661-006 & 261-661-007                 
                                                                             
THOMAS BROS. MAP:                  T.B. 225 A-1 (Monterey County)            
                                                                             
CENSUS TRACT NO.:                  105.00                                    
                                                                             
ZONING:                            R-H-2.3 (High Density Residential District)
                                                                              
PENDING LAND USE CHANGES           None (No pending rent control)             
                                                                              
HIGHEST & BEST USE:                                                           
 -As improved...                   existing apartments                        
 -As vacant...                     high density residential development       
                                                                              
PROPERTY RIGHTS APPRAISED:         Fee Simple Interest                        
                                                                              
SALE HISTORY OVER PAST 5 YEARS:    None                                       
                                                                              
CURRENT OWNERSHIP:                 Paul M. Thysen and Betty 0. Thysen Trust   
                                                                              
UTILITIES:                         Municipal services (water, electricity     
                                   and sewer) are available and connected.   

LAND AREA:                         10.57 acres     
                                                   
SITE DENSITY:                      17.79 units per net acre                  
                                                                             
FLOOD ZONE:                        Zone B per Panel #060202- 0001 D (11/4/81)
                                                                             
TOTAL # RENTABLE UNITS             188; in addition, there is a 12'x16'      
                                   attached manager  office.                 

YEAR BUILT:                        1979                                      
                                                                             
NET RENTABLE BUILDING AREA (sf):   148,260sf                                 
                                                                             
COMMON AREA AMENITIES:             Security gated entrances, lawn areas, asphalt
                                   drives, concrete walls, 2 swimming pools, 2  
                                   attached laundry rooms 16'x30'.              
                                                                                
OCCUPANCY CHARACTERISTICS:                                                      
No. of Vacant Units:               0                                            
No. of Pending Evictions:          3                                            
                                                                               
ACTUAL NUMBER RENTED UNITS:                                                    
on 9/28/96 and OCCUPANCY RATE:     188 (100%)                                  
                                                                               
PROJECTED AVERAGE OCCUPANCY                                                    
for the YEAR ENDING 1996:          96-98.0%                                    
                                                                               
                                                                               
 Robert Saia, MAI & Associates 313 Avalon Avenue Santa Cruz, CA o (408) 458-9095
                                                                               1
<PAGE>

The Elms Apartments, Salinas, CA

GROSS ANNUAL ACTUAL REVENUE
       as reported for 1995:       $1,115,514

ACTUAL MONTHLY RENTAL INCOME
       as reported as of 9/28-96:  $107,220

STABILIZED NET INCOME EST.
as of APPRAISAL DATE:              $683,050

EST. EXPOSURE and MARKETING TIME:  4 months exposure-/ 1-6 months marketing time

CONDITIONS TO APPRAISAL:           No unusual conditions. Reference is made to
                                   Assumptions & Limiting Conditions in Addenda

- --------------------------------------------------------------------------------
MARKET VALUE "AS IS":               $8,000,000
                                    September 28, 1996 (4 month exposure period)
- --------------------------------------------------------------------------------

 Robert Saia, MAI & Associates 313 Avalon Avenue Santa Cruz, CA o (408) 458-9095
                                                                               2
<PAGE>

The Elms Apartments, Salinas, CA

PURPOSE OF THE APPRAISAL
- --------------------------------------------------------------------------------

The purpose of this appraisal is to estimate the market value "as is" of the
unencumbered fee simple interest for the real estate only.

"Market Value," as used in this appraisal, is defined as "the most probable
price which a property should bring in a competitive and open market under all
conditions requisite to a fair sale, the buyer and seller, each acting prudently
and knowledgeably, and assuming the price is not affected by undue stimulus.
Implicit in this definition is the consummation of a sale as of a specified date
and the passing of title from seller to buyer under conditions whereby:

          o    Buyer and seller are typically motivated;

          o    Both parties are well informed or well advised, each acting in
               what he considers his own best interests;

          o    A reasonable time is allowed for exposure in the open market;

          o    Payment is made in terms of cash in U.S. dollars, or in terms of
               financial arrangement comparable thereto; and,

          o    The price represents the normal consideration for the property
               sold unaffected by special or creative financing or sale
               concessions granted by anyone associated with the sale."

          (*Source: Office of the Comptroller under 12 CFR, Part 34, Subpart
               Appraisals, 34.42 Definitions [f])

"Market value `as is' "means an estimate of the market value of a property in
the condition observed upon inspection and as it physically and legally exists
without hypothetical conditions, assumptions, or qualifications as of the date
of inspection..."

FUNCTION OF THE APPRAISAL
- --------------------------------------------------------------------------------

The function of this appraisal is for the exclusive use of NationsBank, its
subsidiaries, and/or affiliates, for loan underwriting purposes, in conjunction
with a pending portfolio purchase which includes the subject property. It may be
used in connection with the acquisition, disposition and financing of the sale
of the property.

VALUATION DATE
- --------------------------------------------------------------------------------

The date of valuation is September 28, 1996. This is the date of the last
property inspection.

Robert Saia, MAI & Associates 313 Avalon Avenue Santa Cruz, CA o (408) 458-9095
                                                                              3
<PAGE>

The Elms Apartments, Salinas, CA

PROPERTY RIGHTS APPRAISED and DEFINED
- --------------------------------------------------------------------------------

The unencumbered fee simple estate of the property has been valued. This
ownership interest is defined as:

"Absolute Ownership Unencumbered by any other interest or estate; subject only
to the limitations of eminent domain, escheat, police power, and taxation".

Any relatively short term leases of seven to twelve months in effect are
considered short in duration and do not create any favorable leaseholds by the
tenants. Technically speaking, the leased fee interest is being valued, although
a percentage of the rental units are on a month-to-month basis. Because of the
nature of a short term lease, as well as a strong correlation between contract
and market rent, the value estimated for the subject property is essentially
reflective of the fee simple interest.

IDENTIFICATION and LOCATION OF SUBJECT PROPERTY
- --------------------------------------------------------------------------------

The subject property is located approximately one block east of N. Main Street
and approximately one-half block south of Chaparral Street in a portion of the
"North Salinas" section of the city. "The Elms Apartments" are located at 424
Noise Drive, in the city of Salinas, California, 93906. "The Elms Apartments"
consists of two separate and distinct parcels described by the Monterey County
Assessor's Office as 261-661-006 and 261-661-007. A legal description is
included in a copy of the preliminary title insurance report which is made part
of this appraisal.

PROPERTY HISTORY and OWNERSHIP
- --------------------------------------------------------------------------------

Title to the property is vested in:

                     Paul M. Thysen & Betty 0. Thysen Trust

There have been no market transfers over the required reporting period. The
property is currently in escrow as part of a multi-property purchase.

THE ELMS APARTMENTS-OVERVIEW
- --------------------------------------------------------------------------------

The Elms Apartments is a 188 (rentable) unit apartment complex located on 10.57
acres. The Elms Apartments were constructed in 1979 by a California-Hawaii
development entirely on Assessor's Parcel Number 261-661-006 with the majority
of parking areas and drives located on Parcel Number 261-661-007, the smaller
parcel. The rentable building area is 148,260 square feet. There is also an
attached small manager's office measuring 12' x 16', or 192 square feet. All
units are either one or two bedroom floorplans, containing 672 square feet and
875 square feet, respectively, of gross living area. The Elm Apartments are
accessed from two asphalt driveway entrances fronting to Noice Drive. There

Robert Saia, MAI & Associates 313 Avalon Avenue Santa Cruz, CA o (408) 458-9095
                                                                              4
<PAGE>

The Elms Apartments, Salinas, CA

are 228 total on-site parking spaces which include 188 carports and 40 open
spaces. The Elms Apartments has a density of 17.79 units per acre.

Amenities offered by The Elms Apartments include lawn-greenbelt areas, two
swimming pools, and two laundry rooms measuring 16' x 30'. Utilities provided by
the landlord include water, trash removal, sewer, and basic cable television.
Each of the individual apartments in The Elms are served with a 30-gallon hot
water heater. The overall exterior appearance of The Elms Apartments is
considered average and reflective of other competing high density residential
developments within the North Salinas area of the city.

The reader is directed to the Improvement Description of this report for further
comments regarding the individual units and their respective interior
improvements.

THE EXTENT of THE APPRAISAL PROCESS
- --------------------------------------------------------------------------------

The extent of the appraisal process encompasses the necessary research and
analysis to prepare a report in accordance with the intended use, the Uniform
Standards of Professional Appraisal Practice as set forth by the Appraisal
Foundation, and the Standards of Professional Practice of the Appraisal
Institute.

With regard to the valuation of the subject property, the following steps were
involved:

1. The property was last inspected and photographed on September 28, 1996. This
is considered the effective date of this appraisal.

2. The on-site manager provide access to both of the different unit types within
The Elms Apartments. both one and two bedroom floorplans. I was not made aware
of any other floorplan configuration by Lincoln Residential Services.

3. Regional, county, city, and neighborhood data were based on information taken
from a variety of sources, including, but not limited to, City of Salinas
Planning Department, Monterey County Tax Assessor's Office, City of Salinas
Public Works Department, City of Salinas Building Department, the Association of
Monterey Bay Area Governments, Salinas Chamber of Commerce, independent private
studies, newspaper articles and my own files.

4. Research and investigation of current market conditions for apartment
properties in the city of Salinas.

5. Interviews with brokers, appraisers, property owners and/or managers and
lenders, as well as the relevant public agencies as described above.

Robert Saia, MAI & Associates 313 Avalon Avenue Santa Cruz, CA o (408) 458-9095
                                                                              5
<PAGE>

The Elms Apartments, Salinas, CA

6. The highest and best use was formed by information gathered in the previous
steps.

7. After assembling and analyzing information defined in this extent of the
appraisal process, final estimates of market value by each applicable valuation
method were made.

8. And, finally, a single value estimate from within the concluded value by each
approach was made. Greatest weight was given to those approaches felt to have
the most influence on the purchasing decision.

Unless otherwise stated in the report, the existence of hazardous materials,
which may or may not be present on the property, was not observed by the
appraiser. The appraiser has no knowledge of the existence of such materials on
or in the property. The appraiser is not qualified, however, to detect such
substances. The presence of toxic or caustic substances or other potentially
hazardous materials may affect the value of the property. The value estimate is
predicated on the assumption that there are not such materials on or in the
property that would cause a loss in value. Any such findings which would
indicate otherwise could result in a decrease in value.

COMPETENCY STATEMENT
- --------------------------------------------------------------------------------

In accordance with the competency provision in the USPAP, the appraiser
certifies that his education, experience and knowledge is sufficient to appraise
the type of property being valued (apartments-multifamily) has provided
significant professional assistance to the person inspecting the subject
property in the completion of the analysis other than those mentioned in the
Certification of Appraisal (see Addenda).

Robert Saia, MAI has appraised this property type in the past and has the
knowledge and experience necessary to complete this appraisal assignment. See
Appraiser's Qualifications in the Addenda for additional information.

The appraiser's analyses, opinions and conclusions were developed and this
report has been prepared in conformity with the Uniform Standards of
Professional Appraisal Practice (USPAP) Standards I - 3, and NationsBank
appraisal policy. This appraisal assignment was not based on a requested minimum
valuation, a specific valuation or the approval of a loan.

The Departure Provision in the USPAP was not utilized in the preparation of this
report.

The appraiser's compensation is not contingent upon the reporting of a
predetermined value or direction in value that favors the cause of the client,
the amount of the value estimated, the attainment of a stipulated result or the
occurrence of a subsequent event.

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REGIONAL ANALYSIS
- --------------------------------------------------------------------------------

Market value is affected by a number of externalities; e.g., geographic,
economic and environmental, governmental forces, utility, supply & demand and
effective purchasing power. Real estate is affected by externalities more than
any other economic good, service, or commodity. It is imperative that an
appraiser observe and analyze external influences in order to identify patterns
and trends, and how they relate to the subject property. Trends such as
population shifts, declining apartment occupancy rates, or increased housing
sales in an area are relevant in order to understand the real estate
marketplace. Thus the Regional Description & Analysis is important in this
appraisal because it establishes the basis for determining the highest & best
use of a property as well as information used in applying the three approaches
to value. The scope of this regional analysis relates to the type of property
being appraised, its complexity and the approaches used to estimate value.

Monterey County is located in a portion of California that is often referred to
as the "Central Coast," which encompasses the area known as the "Monterey
Peninsula." The county is oriented northwest to southwest, and runs parallel to
the Pacific Ocean. The county has a relatively long and narrow shape, with an
average of only 30 miles; elevations range from sea level to 5,844 feet atop
Junipero Sierra Peak, located 12 miles inland in the Santa Lucia Range.

Monterey County is bounded by the Pacific Ocean on the west, Santa Cruz County
to the north, San Luis Obispo county to the south, and San Benito, Kings and
Fresno counties to the east. The area is located approximately 125 miles south
of San Francisco and 350 miles north of Los Angeles. Approximately 105 miles of
California's 840 miles of coastline lie along the westerly boundary of Monterey
County.

On the whole, Monterey County has a rural orientation, with substantial tracts
of land devoted to agriculture and open space uses. The county encompasses 3,784
square miles, or approximately 2,127,400 acres of land area. An interesting
statistic is that nearly 27 percent of this total county area is
government-owned. Twenty-five percent is owned by the federal government with
major holdings such as Fort Hunter Liggett. Fort Ord, Los Padres National Forest
and Camp Roberts. The remaining two percent is controlled by the state and
county.

Geographical location and features exhibit strong influences on the county's
climate. The Pacific Ocean is responsible for the county's Mediterranean
climate, characterized by year round moderate temperatures, cool, dry summers,
and short, rainy seasons. Pacific winter storms are blocked by the Santa Lucia
Range, allowing considerably less rain to fall on the Salinas Valley.
Temperature and rainfall have important implications for the county's two major
economic staples, agriculture and tourism. Mild temperatures allow for
exceptionally long growing seasons for farming. Rainfall patterns, while
following predictably dry weather, require reservoir and ground water storage to
meet year round irrigation needs.

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Population

Approximately one half of the county's population lives within the seven
incorporated cities and adjoining unincorporated areas of the Monterey
Peninsula. The eight principal cities are Monterey, Marina, Seaside, Sand City,
Del Rey Oaks, Pacific Grove, Carmel-by-the Sea and Salinas. The incorporated
areas consist of 31.5 square miles, or about one percent of the county's total
land area. The major factor for the high population density of the Monterey
Peninsula vis-a-vis the rest of the county, is the unsurpassed natural beauty of
the area --especially the coastline and beaches.

Based on the most recent U.S. Census (January 1, 1990), the population of
Monterey County grew by approximately 24 percent during the last decade. This
growth has helped push the county's total population up to approximately 382,547
in 1994. For reference, the county's growth rate over the preceding decade was
just under the state's overall gain of 26 percent. In the previous census period
(1970--1980) the county's total population grew 17 percent, from 247,450 to
290,444.

While county's growth has been strong, the level varies from area to area. As
shown below, the population of Salinas, the largest city and the county seat,
increased by 35.2 percent between 1980 - `90. The growth in Salinas constitutes
approximately 43 percent of the county's total population increase during that
period. In contrast, the population of the city of Monterey increased by a more
modest 16 percent over that census period. As shown, not all communities in the
county experienced tremendous population growth. Population growth was much
steadier in the cities of Seaside, Pacific Grove and Del Rey. In large part,
growth in these communities is limited due to a lack of developable land.

MONTEREY COUNTY: Population Growth 1980 - '90
(1990 U.S. Census)

- --------------------------------------------------------------------------------
City/Area                            1980         1990     Total No.    % Change
- ---------                            ----         ----     ---------    --------

Salinas                            80,479      108,777       28,248       +35.2%
Seaside                            36,567       38,901        2,334       +6.4%
Monterey                           27,558       31,954        4,396       +16.0%
Marina                             20,647       26,436        5,789       +28.0%
Pacific Grove                      15,755       16,117          362       +2.3%
King City                           5,495        7,634        2,139       +38.9%
Greenfeild                          4,181        7,464        3,283       +78.5%
Soledad                             5,928        7,146        1,218       +20.5%
Gonzales                            2,891        4,660        1,769       +61.2%
Carmel-by-theSea                    4,707        4,239         (468)      -9.9%
Del Rey Oaks                        1,557        1,661          104       +6.7%
Unincorporated Areas               84,679      105,252       20,573       +24.3%
- --------------------------------------------------------------------------------

The most recent population estimates show that the population of Monterey
County, based on the January 1, 1995 estimates for California cities and
counties prepared by the State of California Department of Finance, was 382,547.
Recent trends show most of the increase occurring in the Salinas Valley cities
rather than on the Monterey Peninsula. For example, in 1993, the fastest growing
city in the county was Soledad (+6.1%), with nearby Greenfield (+5.3%) and Sand
City tying for second place. Population growth in

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Soledad is largely attributable to an expansion of the state Correctional
Facility and the development of two large residential subdivisions. Greenfield's
city manager reported that population growth has been spurred by reasonable
prices for single family detached housing but that future growth is limited due
to a lack of land.

Based on projections by the State Finance Department, released in April 1993,
Monterey County is projected to post a 15.6 percent gain in population by the
year 2000 -- representing an increase to approximately 414,000 people. In
contrast, San Benito's population is projected to increase by 37 percent by the
year 2000; Santa Clara County's by 13.4%; 14.4% for Santa Cruz County; and,
21.6% statewide.

Below are the Finance Department's projections by county through the year 2030.

PROJECTED POPULATION GROWTH
(Calif. Dept. of Finance)

- --------------------------------------------------------------------------------
County                  1990         2000         2010         2020         2030
- ------                  ----         ----         ----         ----         ----

Montery              356,000      414,000      485,300      574,100      670,900
San Benito            37,000      50,7000       66,500       83,200      100,900
Santa Clara        1,502,200    1,703,900    1,839,700    1,956,600    2,064,100
Santa Cruz           230,800      264,000      291,800      322,300      354,100
Statewide         29,976,000   36,444,000   42,408,000   48,977,000   56,100,000
- --------------------------------------------------------------------------------

Transportation

The major passenger transportation system in the county is via private
automobile. The freeway system consists of Highways 101, 1 and 183; and, State
Routes 156 and 68. Highway 101 runs north and south from San Francisco, along
the West Bay, and through San Jose toward Los Angeles. Highway 1, the Coast
Highway, runs north and south from the coastal region of San Francisco and
through Santa Cruz toward San Luis Obispo County. Highway 68, the
Salinas-Monterey Highway, intersects with Highway 1 and connects the Monterey
Peninsula with the Salinas Valley to the south and Highway 101 to the north.
There are 1,300 miles of county roads and approximately 500 miles of city
streets for a total of 2,000 road miles in the county.

In Monterey County, AMTRAK provides rail passenger service, and the Southern
Pacific Transportation Company provides rail freight service. Salinas is the
only city in the county that now has rail passenger service. SPRR is the main
line between Los Angeles and San Francisco.

The Monterey Peninsula Airport provides air freight and passenger service in and
out of the county. Over the past 20 years, the airport has shown a moderate
growth pattern. In 1970, the number of passengers totaled 411,497. In
comparison, the number of passengers had grown to 523,040 by 1989 (+1.4% per
annum). Today, passenger service is provided by United, Wings West, Pacific
Coast Air and West Air. The cities of Salinas and King City both have municipal
airports. And with the closure of Fort Ord, Marina has discussed plans to
convert Fritzsche Army Airfield into its own municipal airport.

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There are harbors at Monterey and Moss Landing (4 miles from the subject) which
have boating facilities with a reported 2,000 small crafts launching from its
ramps every month. Approximately 1,800 transient crafts visit the harbors
annually. Monterey Bay and Monterey harbor areas attract a significant portion
of the tourism industry that provides jobs and an economic base for the Monterey
Peninsula area and the county as a whole.

Fort Ord and the Military Influence

With its various military installations located throughout the Monterey
Peninsula area, including control of approximately 27 percent of all of the land
in the county, the influence of the military on Monterey County has been
significant. This influence has had a considerable financial impact, including
military and civilian payrolls, local purchase and contracts, construction in
the area, as well as the increase in government aid to local schools due to the
military population in the area. The local housing market has also been
significantly effected by the presence of the military. This impact, however,
has been primarily on the apartment rental market in the communities of Marina
and Seaside. In addition, it has had some minor negative impact on mobile home
parks in the general area. Being approximately 20 miles northeast of Fort Ord,
impact from the base closure has been minimal and not measurable. Given that the
Ford Ord area is not in the immediate environs of the subject property, the
effect of the base closure on the Boronda Manor Apartments has not been minimal.

The closure of Fort Ord was the dominant economic news for the county during
1994. The closing was the single largest national closure to date, with most of
the base's 35,000 residents and $600 million payroll moving to other bases.
Currently, the base's 44 square miles of land is being administered by the Fort
Ord Reuse Authority. Local communities formed the Fort Ord Reuse Authority as an
advisory planning committee which under an agreement formed a Fort Ord Joint
Powers Agency (JPA). The JPA agreement gave voting membership to the cities of
Marina, Seaside, Sand City, Del Rey Oaks, Monterey, and Salinas and extended
non-voting status to Pacific Grove and Carmel. The county is also a voting
member. The premise of the JPA was to create a forum for discussing reuse
issues; to facilitate community involvement and to speed up the decision process
via a cohesive voting unit.

Initially, the base closure stirred dire predictions about the short-term impact
on the county. However, as the closure set in, the immediate economic impact was
much less severe than expected, and limited primarily to the adjacent
communities. Fort Ord was so large that much of the base was self-contained with
its own housing, stores, services, and restaurants.

The long-term prospects after closure are encouraging, assuming the base's land
can be opened to large scale private sector development. In fact, the first
major reuse of the base

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was the opening of the California State University-Monterey Bay which opened its
doors on August 28, 1995 to 633 students.

The state university at Fort Ord "is expected to grow substantially over the
years, attracting students, well paid employees, research dollars and private
businesses," according to the 1995 BT Commercial Real Overview published in
April 1995.

The Fort Ord complex was the largest military installation in the county with a
total of 28,057 acres -- nearly the size of the city and county of San
Francisco. Approximately 22 percent of the base (6,250 acres) was developed with
barracks, housing, motor pools, administrative buildings, and various other
support facilities.

Other military installations on the Monterey Peninsula include the Presidio of
Monterey, which is the home of the Defense Language Institute (foreign language
school for all branches of the armed forces); the United States Naval Post
Graduate School (NPGS), and the United States Coast Guard Station. The United
States Department of Interior maintains 304,035 acres in the Los Padres National
Forest and 164,503 acres along the Big Sur coast in the Ventana wilderness.

Fort Ord Reuse Plans

After more than six years of planning, the final version of the Fort Ord reuse
plan shows a closed military base converted to a huge community of new homes,
businesses, schools, parks, hotels and golf courses.

The four volume reuse plan, filed in public libraries in the area during the
first week of June 1996 by the Fort Ord Reuse Authority, has evolved from the
days when a 250 member community task force first saw the base as an educational
center.

Along the way, planners ruled out suggestions that Fort Ord might give way to a
"Disneyland in the dunes", an industrial center with 12 story high rises
sprinklered about, or an endless shopping center with no room for houses.

The more realistic, final plan, which the FORA board is expected to act on in
July includes market research, financing analyses, economic forecasts and
population projections.

Still, the numbers in the reuse plan are almost overwhelming:

- -Nearly 4,000 acres of land available for private owners, an area six times the
size of Carmel.

- -More than 13,000 new houses to be built, half as many as now exist in Salinas.

- -About 12 million square feet of industrial parks and office complexes, enough
to fill an area 20 times the size of Del Monte Shopping Center in Monterey.

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- -More than 45,000 new jobs in those businesses, a third as many as now exist in
the entire county.

- -A new community of more than 71,000 people, twice as many as now live in
Monterey.

- -About 1,800 hotel rooms, three times as many as the Hyatt Regency in Monterey
and eight times as many as Embassy Suites in Seaside.

- -Development costs of $451 million over the next 20 years, as much money as it
takes to run the city of Pacific Grove for 50 years.
The plan shows development, including the 800 acre military enclave left behind
as the Presidio of Monterey Annex, the 1,300 acre California State University at
Monterey Bay (CSUMB), the 845 acre Marina Municipal Airport and as many as seven
golf courses, covering about a third of the 44 square file base.

About 18 percent of the land at Fort Ord has been developed. Another 14 percent
is slated to be developed in the next 60 years, according to the reuse plan.

About two-thirds of the base is to be preserved in its natural state by the U.S.
Bureau of Land Management (BLM), the State Department of Parks and Recreation,
the University of California Natural Reserve System, the county, and the city of
Marina.

The environmental impact report for the reuse plan fills one of the volumes, a
327 page document, filed in early June as FORA's proposed final plan.

The environmental analysis doesn't have many specifics because a special state
law allows that at Fort Ord. The reuse plan, which has taken six years and many
political battles to achieve, is seen as a master sketch, with details and
designs to be filled in as individual development projects emerge.

Fort Ord's Impact on the Local Economy

It is extremely difficult to accurately ascertain the full impact that Fort
Ord's closure has had on the local economy because California was suffering
through a recession during the early part of the 1990's when the base was
closing. The recession has made it difficult to isolate how much of the impact
the close of Fort Ord has had on the economy. What has been evident is that
there was a short-term glut of rentals on the Monterey Peninsula. Surrounding
communities, especially Marina, Seaside and Sand City suffered the greatest
negative impact as the closure process evolved. Conversely, the prestigious
residential areas such as Pebble Beach, Carmel and the more upscale areas of
Monterey were not impacted by the closure. Similarly, the City of Salinas'
housing market was not adversely affected to a significant degree.

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In the Salinas Valley the base closure has had little to no significant impact.
Rather, population growth and new development in the area of Salinas continued
to be most effected by issues such as the shortage of water and salt-water
intrusion. In general, the Salinas Valley could be described as being somewhat
of an isolated market area. As such, a Salinas Valley location became more
desirable, as investor's uncertainty associated with Fort Ord's closure was
primarily directed at investment properties located on the Monterey Peninsula.

Overall, a somewhat stagnant to moderate housing market appears to be the
continued status for the general area over the short term, although there are
signs that economic conditions are improving. This is especially the case in
nearby Santa Clara County ("Silicon Valley") where the housing and rental
markets have exploded due to strong job growth. Little investment activity
and/or new construction is anticipated in the communities adjoining Fort Ord, at
least until the major issues surrounding the redevelopment/reuse of the base are
resolved. As discussed, there are several issues surrounding the base closure
and its reuse which need to be resolved before the prevailing atmosphere of
uncertainty blanketing the local real estate market is cleared.

Business / Industry

Monterey County, with a full-time civilian work force of approximately 172,000
- -175,000 workers, has two major urban areas --Salinas and the Monterey
Peninsula. As shown on the following page, employment in Monterey County (not
including agriculture) is projected by the Employment Development Department
(EDD) to average 113,100 in 1996, which will be 2,400 jobs above the 1989 annual
average. At just +2.2 percent, this very small gain in jobs reflects EDD's
assessment of the impact of the Fort Ord closure.

Unemployment rates in Monterey County have been consistently higher than for
California as a whole. The seasonal nature of the county's economy accounts for
double-digit unemployment in the winter when agriculture, food processing, and
tourist-oriented industries are at a lull.

Agriculture

While the economy of Monterey County is diversified, agriculture is the county's
leading industry and the mainstay of the local economy. Agriculture provides
approximately 1/4 of the county's basic income. Almost 1/5 of California's
top-producing crop farms are located in Monterey County. With 86 farming
operations, the county ranks second in the state, behind Fresno County with 97
farming operations. A farming operation is defined as a farm producing a crop
with a value in excess of $4 million. The county ranks third in the state in
gross dollar agricultural production, making it one of the top ten producing
counties in the nation. Monterey County has a total of 976,000 acres used
exclusively for agriculture and another 343,680 are combined agricultural and
grazing land. The county's highly productive agricultural land is often referred
to as the "fog belt" agricultural area of

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California. The long growing season in this area makes it possible to grow as
many as three crops annually.

Nationwide, the county leads in the production of lettuce, broccoli, artichokes,
cauliflower, mushrooms, and strawberries. According to the county's agricultural
commissioner, strawberries were the third-ranked cash crop in 1994, behind
broccoli and head lettuce.

Despite the damage done by the 1995 historic floods, the crop value for Monterey
County agriculture surpassed the $2 billion mark, after creeping toward the
milestone for several years.

The 1995 crop value, $2.03 billion, market a 4.8 percent increase over 1994.
Among the top 12 crops, the order in terms of dollar value remained almost
identical to that of 1994.

Besides breaking local production records, Monterey County surpassed Kern County
in 1995 to become the third in the state in gross dollar value of agriculture.
It was surpassed by only Fresno and Tulare counties. By the same measure,
Monterey County also is the largest vegetable producing county in the United
States. The crop value for the state of California stands at $20 billion.

Assuming water for irrigation remains sufficient, employment in agriculture is
projected to increase as growers expand production of vegetables and
labor-intensive strawberry and nursery crops. But because of foreign
competition, the rate of growth will be slower through 1996 than over the past
seven years. Foreign demand for the county's produce remains strong, however.
Additional market growth is also expected as the pre-cut salad mix processing
market is rapidly expanding.

Agriculture continues to be effected by water availability. Even with above
normal rainfall in 1993 and 1996, the effects of years of drought have brought
to focus the water issue. At this time, the issue of sufficient water supply and
overdrafting (saltwater intrusion) are being addressed through water
conservation and other management practices which have included moratoriums on
new development. Other issues facing the agriculture industry include nitrates
leaching into groundwater and soil compaction.

Tourism/Convention Industry

Following agriculture, the health of the county's business and industry is tied
to the tourism/convention industry. According to the California Office of
Tourism, an estimated 5 million visitors spent $1.2 billion in 1991 in traveling
to Monterey County. That total represented about 2 percent of statewide travel
spending that totaled $54.1 billion.

As shown in the following table, Monterey County ranked ninth among the state's
counties in total travel dollars spent in 1991.

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TRAVEL IMPACTS BY COUNTY
(Office of Tourism)

- --------------------------------------------------------------------------------
County               ($000)       ($000)     (Jobs)      Local & State
- ------               ------       ------     ------      -------------

Los Angeles     $13,617,556   $3,316,360    154,734   $221,008   $391,987
San Francisco     5,777,445    1,524,457     63,236     99,816    133,011
Santa Clara       1,816,493      414,511     26,266     39,982     62,715
Alameda           1,502,588      353,077     19,663     25,024     46,024
San Mateo         1,496,321      363,301     18,626     26,209     41,447
Monterey          1,062,686      199,309     16,210     29,922     45,087
Sonoma              571,605      117,118      8,788      9,660     26,355
Santa Cruz          385,672       80,350      5,347      7,464     13,561
Napa                321,794       67,972      5,078      7,023     13,489
San Benito           49,459        8,713        724        591      2,327
- --------------------------------------------------------------------------------

The Association of Monterey Bay Area Governments (AMBAG) estimates that 15
percent of total employment in the county and about 45 percent of all services
and trade employment in the county are supported by tourism. The Monterey County
Hospitality Association estimates that the industry is directly responsible for
creating over 16,000 jobs locally with a payroll of nearly $200 million. And
including the estimated 10,000 indirect jobs, the payroll increases to $322
million. By the Monterey County Hospitality's estimates, the "trickle-down"
effect of tourism puts the total impact at $4 billion to $5 billion.
Restaurants, hotels and inns, retail trade, numerous publications, and a variety
of other service-oriented businesses are directly dependent on the tourist trade
for their welfare.

Based on 1989 data, there was a total of 220 lodging facilities in Monterey
County consisting of 10,381 rooms. Because the majority of the tourism industry
is centered around the hotel and convention complexes, it has more of an impact
on the Monterey Peninsula area. The Monterey Peninsula area provides for a
plethora of recreational and cultural activities which in combination with the
natural scenic beauty create a tremendous attraction for tourism. The area has a
number of public beaches that cater to swimming and sunbathing as well as
surfing and scuba diving. In addition to the beaches, there is boating and
sailing as well as two yacht clubs servicing the Monterey Peninsula. The area
also boasts a number of parks and campgrounds, including the Los Padres National
Forest and State beaches and parks. Within these parks and reserves, there are
facilities for riding, hiking, hunting, and fishing. There is also the renown
Del Monte Forest area and its 17-Mile Drive; Cannery Row and Fisherman's Wharf,
as well as the Carmel-by-the-Sea and the ocean-front drives of the peninsula
communities.

The growth of the tourist industry is reflected in the continuous extension of
the visitor season. More and more small business meetings, conventions and
recreational events are

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now being held on a year-round basis. Although travelers and visitors to the
Monterey Peninsula area come from all over the world, the primary points of
origin are from within California, particularly within one day's driving
distance. Again, attractions such as the Monterey Bay Aquarium and John
Steinbeck's Cannery Row, as well as the Monterey Fisherman's Wharf, continue to
be prime sources of vacation and tourism attractions.

Paralleling the growth of the travel & lodging industry, was the development of
the Monterey Bay Aquarium. The aquarium was approved by the coastal commission
in 1978 and the 60,000 square foot facility was completed in 1985. The entire
cost of the $50 million aquarium was absorbed by the philanthropist/businessman
David Packard. The aquarium drew 2.227 million visitors in its first year and
has averaged approximately 1,730,000 annually through 1991 --making it the
single largest tourist attraction in the county. A substantial expansion to the
facility is now underway. Upon completion of the expansion, attendance is
expected to substantially increase.

Occupancy for hotels and motels often reach 100 percent during peak season on
the Monterey Peninsula. In fact, visitation patterns are being strongly affected
by the lack of available rooms. The major limiting factor to the growth of the
tourist industry in Monterey County in the future will be accommodations and
facilities. According to statistics provided by the Monterey Peninsula Chamber
of Commerce, the average occupancy rate has been approximately 65-75 percent,
although 1996 is turning out to exceed those numbers.

In an effort to further promote tourism, leaders in Monterey County's tourism
industry are beginning an ambitious campaign to market the area. The general
plan is to form an alliance among merchants, city officials and representatives
of major events such as the Monterey Jazz Festival and Sports Car Racing
Association of the Monterey County.

The strategy for expanding tourism in the county is to spread out the times when
visitors come to the county and to advertise the attractions of the region,
rather than just Monterey, Pebble Beach or Carmel. Traditionally, the tourist
season peaks from Memorial Day to Labor Day. Additionally, the alliance would
like to also extend the average stay from two to three days in the county. To
that effect, tourists would be encouraged to spend time touring the Big Sur
Coast, wineries of Salinas and Carmel Valley, John Steinbeck's Salinas, and even
the lesser-known missions of San Antonio and Soledad.

The concept of "ecotourism" is also being promoted as a means of courting more
visitors to the county. Monterey County, by virtue of its fragile ecosystem,
scenic natural beauty and 20 years of "no growth" planning policy appears
ideally suited to this new industry. Because the future of Monterey County may
very well depend on its natural environment, "ecotourism" represents a mutual
interest of both business and environmentalists. Thus the adverse impacts of
increased traffic, use of precious water and growth of facilities geared to
tourists are sure to be carefully weighed as community leaders look towards
expanding the tourism industry in order to offset losses from the closure of
Fort Ord.

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Monterey County's tourist season has traditionally run from Memorial Day to
Labor Day, but recent patterns of hotel occupancy and retail sales show that the
season starts and ends later.

The summer 1995 aquarium attendance was up 10% over 1994. In June and July 1995,
attendance was up 7 percent and 7.6 percent, respectively, over the same months
of last year. August was expected to experience increases of up to 5 percent,
according to Mr. Jim Hekkers, vice president of external affairs at the Monterey
Bay Aquarium.

Commercial Market

The county's office market caters primarily to small local service business,
while most regional and national companies are located on the Garden Road/Ryan
Ranch/Highway 68 corridor, drawn by newer buildings, attractive rents, better
parking ratios, and large contiguous spaces.

The industrial market is "tight" in Monterey County. Vacancies are minimal and
have continued to decline. Contiguous blocks of available space over 15,000
square feet are non existent. Most knowledgeable real estate brokers expect
rents to increase slightly over the next year. New development should be limited
because of minimal available industrial-zoned land

The local retail market may seem crowded with large shopping complexes on the
drawing boards in Salinas and Sand City, but marketing reports and consultants
say there's room for more.

Housing Market

Monterey County's real estate sales surged in April/May 1996 with total sales
coming in 67 percent higher than for the month last year. The increased activity
has promoted optimism about a recovering market. The median home price for the
county is approximately $300,000. This is up slightly over the past year.

Regional Description & Analysis --Conclusion

A survey of statistics on agriculture, home sales, retail sales and other
indicators shows that the Monterey County economy is proving wrong the dire
predictions made before Fort Ord closed down. For decades, farming and the
military were the area's two economic mainstays. Today agriculture remains
paramount, but other sectors are changing rapidly to fill the void created by
the base closure.

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The Elms Apartments, Salinas, CA

Jobs

While unemployment estimates remain seasonally high, county business have added
more than 6,000 new jobs in the past 12 months, mostly in agriculture and
service related fields, according to the State Employment Development
Department.

Construction

Although the county construction permits dropped by about 4 percent in 1995,
when compared to the year before, to about $319 million, single family dwelling
starts have bolstered this year's construction, which is about 20 percent ahead
of last year's rate.

In addition, government projects are still underway, including the $100 million
Natividad Medical Center in Salinas. Completion is expected in early 1997. Built
around a courtyard, the new facility will offer patients an array of outpatient
services devoted to the needs of families, women and children.

Construction has started on the 680,000 square foot Westridge Shopping Center in
Salinas. It is expected that the Wall Mart Store will open in February 1997.

Real Estate Sales

Although Monterey County is considered the second least affordable area in the
country, higher priced homes on the Peninsula are still attractive, particularly
to the people in the 45 to 54 age range.

Agriculture

Monterey's total crop ranks third in the state in total dollar value, behind
Fresno and Tulare counties. In terms of vegetable production,, the county is the
largest in dollar value in the country. The county's crops amounted to 10
percent of the statewide crop total of $20 billion in 1995.

Tourism

The area's coastline, golf courses and resorts attract visitors from throughout
the world. In 1995, attendance at the Monterey Bay Aquarium was 1.6 million and,
with the opening of the Outer Bay wing in March, attendance is expected to go as
high as 2.2 million this year, according to aquarium officials.

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The Elms Apartments, Salinas, CA

CITY OF SALINAS-COMMUNITY PROFILE

The City of Salinas, incorporated in 1874, is located eight miles inland from
the Monterey Bay, at the head of the Salinas Valley. The level fertile floor of
the valley tapers to a funnel just north of the City. The original King's
Highway, now called El Camino Real and/or Highway 101, traverses the approximate
center of the valley floor from the Prunedale area of rural north Monterey
County to King City to the south. Other cities located in the valley south of
Salinas includes Chular, Gonzales, Soledad, Greenfield, San Lucas, and San Ardo.
A map of the city appears in the Addenda.

Salinas has been recognized historically as the distribution center for
agricultural products from the Salinas Valley, one of the world's richest, most
fertile growing areas, with approximately 1,000 square miles of land. The
economic base of Salinas has always been agriculturally oriented; however,
during the past decade, rising property values have helped to make the city of
Salinas a bedroom community of the Monterey Peninsula.

Salinas has become the population growth center of the Monterey Bay region.
Recent projections show the city will continue to grow at an annual rate of 3
percent.

There are 100 manufacturing firms in Salinas. The leading group classes of
products are food, electronic components and electrical products. The largest
manufacturing firms in the community are: Simplot Corporation, 550 employees;
National Refractories, 419 employees; Integrated Device Technology, 360
employees; Radionics, 359 employees; and McCormick & Company, Inc. (Shilling),
350 employees.

The city has three distinct geographical business areas: South Salinas, East
Salinas, and North Salinas (where The Elms Apartments are located).

South Salinas

"Old Town" is located south of West Market Street, along Main Street in south
Salinas. This area has many specialty retail stores, financial institutions and
restaurants. The City is actively pursuing the redevelopment of "Old Town."
Since 1974, $15 million in private investments, matched by $34 million in
publicly financed improvements, have been committed to this project. This
redevelopment has revitalized the area and has attracted many new commercial
tenants to this part of the city. This redevelopment is to include the Steinbeck
Plaza, which is anticipated to be a much-heralded showpiece of the city's
downtown district. It will consist of a mixed land-use project for the blighted
100 block of South Main Street and will include a five-story, 94 room hotel with
rooftop restaurant; a five story, 110,000 square foot office building with
conference rooms and retail shops; a four level parking garage; restaurants with
a total seating of 400; and a 33,000 square foot public plaza that will include
an amphitheater.

County and city government offices are located in the south Salinas area. This
part of the city is generally known as the financial center. It has the highest
concentration of larger office buildings. One of the largest tenants in south
Salinas is the County of Monterey and its support service agencies. Salinas is
the county seat of Monterey County. As the county

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seat, Salinas serves as the area's center for finance and agribusiness. It has
captured nearly 40 percent of the county's office development.

North Salinas

The north Salinas business district of the city is located along North Main
Street, south of Boronda Road and north of East Laurel Drive. The Northridge
Regional Shopping Center, with over 120 specialty shops, three savings and
loans, a bank, theater complex, and four major department stores, is located in
this area of the city. In 1985, Northridge concluded a four year expansion,
representing an investment of over $55 million. Convenience stores, financial
institutions and other neighborhood stores are also located along North Main
Street, which connects the north and south Salinas areas. Over the past five
years, with the development of Northridge Shopping Center, north Salinas has
become the retail center of the city. Office development in this part of the
city has generally been directed toward smaller buildings.

East Salinas

The East/Alisal area of Salinas is generally described as that part of the city
that is located east of Highway 101 and Natividad Road. The central commercial
district is located along East Alisal. Portales de Alisal, a three level mix of
retail shops and day care center, as well as medical and other professional
offices, are planned on approximately eight acres located in the 500 block of
East Alisal Street, in the Hebbron Heights neighborhood of the Alisal District.
Neighborhood retail shops, small professional office users and trades people
comprise the typical tenant profile in the east Salinas area.

Vacancy in this area is low. Very few spaces are for lease. New retail space has
leased very well as evidenced by the strong activity of a 19,600 square foot
retail/shopping center located at 45 Sanborn Road.

Population & Growth Percentage-Citv of Salinas vs. Monterey County

- --------------------------------------------------------------------------------
     Year               Monterey County             City of Salinas
- --------------------------------------------------------------------------------
     2000                  422,710                     144,500
- --------------------------------------------------------------------------------
     1995                  370,996                     122,390
- --------------------------------------------------------------------------------
     1990                  355,657                     108,777
- --------------------------------------------------------------------------------
     1980                  289,861                      80,479
- --------------------------------------------------------------------------------
     1970                  247,450                      58,896
- --------------------------------------------------------------------------------

Monterey County-Employment by Industry

- --------------------------------------------------------------------------------
                                1992         1998 (projected)    Percent Change
- --------------------------------------------------------------------------------
       Agriculture             30,600             32,900               8%
        Services               28,300             32,000              13%
      Retail Trade             23,700             25,700               8%
       Government              27,900             26,300              -6%
      Manufacturing             8,900              9,800              10%

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   Finance, Insurance,          6,300               7,000             11%
      Real Estate
    Transportation &            5,100               4,900             -4%
    Public Utilities
    Wholesale Trade             5,000               5,100              2%
     Construction               3,900               4,200              8%
        Mining                    300                 200            -33%

Local Economic Developments-City of Salinas

Early in 1996 the Salinas Valley Maximum Security Prison opened its new
operation with its expanded correctional facilities. The new facility added
nearly 700 new employees; an additional 800 new employees (the highest
percentage are correctional officers) have recently been added, and by the
beginning of 1997 an additional 450 new employees may be added. The recent
hirings have already impacted the local apartment housing market throughout
Salinas; interviews with numerous apartment managers have indicated that large
numbers of newly-leased units are to correctional officers working at the
Soledad State Correctional Facility; extremely limited housing within the city
of Soledad have heavily impacted the demand for rental units in Salinas,
considered only an approximate twenty (20) mile northerly commute from the
prison. Increases in the city's services, retail trades, manufacturing,
construction, and finance sector have resulted in a stronger demand for
affordable multi-family housing units. The current shortage of rental units has
been primarily the result of local economic activity. The expansion of the
Westridge Shopping Center, a 650,000 square foot retail center, is within
one-half mile of the subject property and includes a Wall Mart Store opening in
February, 1997; this will also increase housing demand in the North Salinas
area. Household Credit Corporation recently hired 200 new employees in 1996.

Residential Growth-City of Salinas

The Salinas Valley has long been an attractive area for homebuyers, especially
first-time buyers who are looking for an affordable home in Monterey County. The
average annual growth rate over the past 10 years was nearly 2 percent, and, as
a result of continuing developments throughout both Monterey County and Salinas
itself the rate should approximate 3 percent for the remaining few years to
2000.

Salinas has been moving forward with several new developments that will add
thousands of new people to the city by the time the next U.S. Census is taken in
the year 2000.

The Harden Ranch subdivision in North Salinas, for example, includes 1,683
single family homes, 719 multifamily units and an area for churches, schools and
a park. Creekbridge subdivision is a mix of new homes, including 1,000 single
family homes and 1,030 multifamily units. The Williams Ranch subdivision in East
Salinas was planned for 1,551 homes and 519 condominiums or apartment units.

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If there are any restrictions to growth in Salinas it's the agricultural land
that surrounds the city. The city's master plan for growth forbids city
officials from considering new building projects to the south and west of the
city limits because that land is some of the richest, most productive farmland
in California. `Slow" of `No-Growth" policies will limit Salinas' development in
the south and west portions of the city; therefore, future developments will
concentrate more heavily in North Salinas.

City of Salinas-Apartment Market Analysis

Below is a simple chart illustrating the structural and vacancy characteristics
estimated for the City of Salinas, as of September 28, 1996, the effective date
of this appraisal. From a total of 35,902 housing units within the city, 13,247
units are considered multi-family (2 or more units in a structure). This equates
to 36.9 percent. This estimate includes apartment units in plan check or
currently under construction.

                                All Housing Units
- --------------------------------------------------------------------------------
                                                                          Mobile
 Total  1 unit-detached  1 unit-attached  2-4 units  5-9 units  10+ units  homes
- --------------------------------------------------------------------------------
35,902*     18,077            2,942         3,239      3,236      6,772    1,636
- --------------------------------------------------------------------------------

* Information provided by the Monterey County Association of Realtors and
Association of Monterey Bay Area
  Governments.

Utilizing the number of apartment units indicated above there currently exists
13,247 apartment units. Since the end of 1992, no apartment units have been
built until 1996; the overall number has remained relatively constant for a
number of years. Based on the current estimated population of Salinas of 122,390
and applying a 35% multifamily ratio provides for a total renter population of
approximately 42,837. Dividing the renter population by the average 3.21
household size (estimated by the Association of Monterey Bay Area Governments)
suggests that the City of Salinas would need 13,345 apartment units to
accommodate this demand. Comparing this to the current apartment inventory of
13,247, a deficiency of 98 units exists. If this analysis is accurate, then this
explains why the market as a whole is experiencing a very low to no vacancy rate
at this time as reported by various apartment building managers throughout North
Salinas, South Salinas, and East Salinas. Again, this is very consistent with my
findings based on interviews with on-site managers, property managers, brokers
and other appraisers.

The Salinas apartment market is very tight with many of the larger
professionally managed complexes reporting 98%-100% occupancy with a waiting
list. The market has tightened up because of several factors including the
recent expansion of the Soledad prison facility wherein they recently hired
approximately 1,200 employees. As previously indicated, Household Credit
Corporation recently hired 400 new employees and a host of other ancillary
businesses have been hiring in and around Salinas. Additionally, the population
has been growing at approximately 3,500 new residents per year. Much of this
growth is due to the migration from Santa Cruz, Los Angeles, and San Jose. Many
of these people are purchasing homes in the newly-developed master plan
communities and many are renting. According to many of the on-site property
managers renters are coming from as far as San Jose which is approximately 3/4
of an hour drive north. Rents are significantly

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higher in San Jose. Rents in Salinas are estimated at between $250 and $500
below San Jose rents and therefore is attracting tenants who view making the
commute an attractive alternative to paying higher rents.

Below are the results of a survey performed by this appraiser of ten (10)
apartment complexes within the City of Salinas as of the date of this appraisal.
The average apartment building size was 146 units. The survey indicates the name
of the complex, total number of units, total number of vacant units, and total
number of units "on notice".

                        Apartment Survey-City of Salinas
                               September 28. 1996

- --------------------------------------------------------------------------------
         Name                 Total No. Units  No. Vacant Units  Units On Notice
- --------------------------------------------------------------------------------
 Cypress Creek Apartments            288               0              12
- --------------------------------------------------------------------------------
Cypress Landing Apartments           112               0               0
- --------------------------------------------------------------------------------
   Los Padres Apartments             220               4               2
- --------------------------------------------------------------------------------
Mariner Village Apartments           176               1               3
- --------------------------------------------------------------------------------
Northridge Park Apartments           232               3               3
- --------------------------------------------------------------------------------
 Kipling Manor Apartments             92               0               0
- --------------------------------------------------------------------------------
  Olive Tree Apartments               34               1               0
- --------------------------------------------------------------------------------
  Shadowbrook Apartments              88               3               0
- --------------------------------------------------------------------------------
 Sheridan Park Apartments            116               0              10
- --------------------------------------------------------------------------------
 Village Green Apartments            104               0               4
- --------------------------------------------------------------------------------
          TOTALS                    1,462             12              34
- --------------------------------------------------------------------------------

This particular sample surveyed represents only 11.04 percent of the total
number of apartment rentals in the city of Salinas. Based on information from
the above respondents a vacancy rate of .8 percent was indicated. If one
includes the number of "Units on notice" (tenants who plan to vacate within 30
days), the vacancy rate becomes 3.15 percent. Most of the tenants who have given
notices to vacate are considered "seasonal workers" engaged primarily in the
agricultural trades, according to property managers surveyed.

NEIGHBORHOOD DESCRIPTION AND ANALYSIS

The subject property is located in the southerly section of the North Salinas
area of the city bounded by East Alvin Drive to the north, Natividad Drive to
the east, Laurel Drive to the south and by the U.S. 101 Freeway to the west. The
area as defined is somewhat rectangular in shape, measuring approximately 1.5
miles by .5 mile. In all, the neighborhood contains a total of approximately .75
square miles.

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Immediate Neighborhood Environs

Beginning at the signalized intersection of N. Main Street and East Alvin Drive,
at the southeast corner, is the former Social Security Center now occupied by
Heald Business College, located to the immediate north of the subject property.
Directly across the street from the subject is one of the city's public
libraries, known as El Gabilan Library. To the east and south of the subject
property are average quality, established single family residential
subdivisions.

Moving in an easterly direction along East Alvin Drive toward Natividad Road at
230 East Alvin Drive is the North Pointe Apartment Complex, considered one of
the nearby competing apartment projects of The Elms. North Salinas High School
is the neighborhood's focal point and largest user, located along East Alvin
Drive north of Chaparral Street. Bordering the east of the neighborhood as
defined is the Natividad Medical Center, currently under expansion in a $82.4
million dollar project. The building and courtyard will face Constitution
Boulevard when completed.

Moving in a westerly direction along East Laurel Drive from Natividad Road is
the East Laurel Square commercial strip center. Small strip centers such as
Gavilan Plaza and North Main Plaza are located after turning off East Laurel
Drive up N. Main Street in the direction of the subject. Located at Curtis
Street and N. Main Street are a 7-11 convenience store and Accu-Tune Brake
Service Center. Roy's Fast Food Restaurant and BP Gasoline Service Station are
other nearby commercial enterprises within walking distance of The Elms
Apartments. Located on the southwest corner of Navajo Drive and N. Main Street
is "Navajo Corner", a neighborhood retail center. Overall, the Elms is well
located.

SITE ANALYSIS

General: The Elms Apartments

Based on a plat map included in a preliminary title report furnished by our
client (a copy is included in the Addenda), the site (obtained by combining two
legal parcels) for The Elms Apartments contains a total of 10.57 acres. A survey
of the site has not been provided, it is assumed that the Plat Map is correct.
Please refer to the County Assessor's Plat Map in the Addenda.

Topography and Drainage:

The topography of the site is predominantly level. Drainage is considered
adequate.

Access:

The Elms Apartments has two (2) asphalt paved driveways (security gated) from
Noice Drive. Access is considered adequate.

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Utilities: All major utility services are available and connected to the
property. These utilities include sewer, water, electricity, cable television,
and telephone services. Sewer service is provided by the Monterey Regional Water
Pollution Agency. The capacity of the sewer plant is 30 million gallons per day.
Water is provided by the Alco Water Service and California Water Service
Company. For both water companies combined, the maximum daily pumping capacity
is 45,383,680 gallons per day. Quantity rates are $.7091 per 100 cubic feet.
Natural gas and electric power are provided by Pacific Gas & Electric (PG&E).
Local telephone service is provided by Pacific Bell. The City of Salinas
Department of Public Works has adopted a master plan of storm drains. Charges
are assessed on all on-site costs, plus off-site fees.

Site Hazards:

The subject property is located in a designated FEMA Zone "B", according to
Community Panel Map Number # 060202-0001D, dated November 4, 1981. The "B"
designation does not require flood insurance.

Earthquake Fault Zone

The property is not located in any known earthquake fault zones. The region is
subject to periodic earthquake tremors. We know of no particular reason why the
site would be at a greater risk than other area properties.

Rent Control:

Monterey County does not have rent control. The county does have an
"inclusionary housing" program that provides for affordable "low-income"
housing. Low and moderate housing assistance is available through a variety of
programs offered by the Housing Authority of Monterey County, the City of
Salinas and CHISPA, a non-profit housing developer. Apartment complexes for
low-income families, the elderly, handicapped and farm-labor families are
located throughout Salinas. The city has established a Housing Trust Fund to
help increase the supply of affordable rental units as well as opportunities for
home ownership.

Contamination/Toxics:

We have inspected the property with the due diligence expected of a professional
real estate appraiser. It is important to note, however, that the appraiser(s)
are not qualified to detect hazardous waste and/or toxic materials. Such a
determination would require investigation by a qualified expert in the field of
environmental assessment. To our knowledge, there are no potentially hazardous
materials that would affect the valuation and/or marketability of the property
as of the date of valuation.

The appraised value of The Elms Apartments is specifically predicated on the
assumption that there are no hazardous materials on or in the property that
would cause a loss in value.

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The Elms Apartments, Salinas, CA

Easements and Restrictions:

Reference is made to the preliminary title report in the Addenda for easements
and restrictions. There are no apparent adverse easements or restrictions that
adversely affect the marketability of the subject property.

Site Analysis Conclusion

In summary, the combined two (2) parcels comprise a total of 10.57 acres
improved with 188 rentable units. All utilities are available, including sewer
service, electricity, gas, telephone and cable television. The site lies in
Flood Zone "B" (no flood insurance required). Zone "B" is typical of most of the
neighborhood.

TAXES AND ASSESSMENT ANALYSIS

In the State of California, property is enrolled at 100% percent of market
value, as determined by the Assessor upon transfer of ownership or significant
new construction. The maximum tax rate cannot exceed one percent of the enrolled
value, plus general and/or special assessment bonds and fees approved by the
voters.

The current assessed value, for the tax year beginning July 1, 1996 to June 31,
1997, for the The Elms Apartments, is $7,504,571, and is broken down as follows:

- --------------------------------------------------------------------------------
  Assessor Parcel No.                261-661-006               261-661-007
- --------------------------------------------------------------------------------
        LAND                           $933,697                  $933,697
- --------------------------------------------------------------------------------
     IMPROVEMENTS                     $3,056,303                $3,370,683
- --------------------------------------------------------------------------------
   PERSONAL PROPERTY                    $54,000                   $58,800
- --------------------------------------------------------------------------------
         TOTAL                        $4,044,000                $4,363,180
- --------------------------------------------------------------------------------

For The Elms Apartments, real estate taxes for the 1996-97 tax year are
$85,644.04. Direct assessments of $1,185.74 are included. The tax rate for the
The Elms Apartments is 1.004660 percent per $100 of full cash value. Direct
assessments are imposed by the North County Water Regional Agency (.004660)
only. There are no special assessment bonds, according to the Monterey County
Tax Collector Department. Both installments have not been paid for 1996-97. The
reader should refer to the preliminary title insurance report for specific
amounts of any unpaid previous tax installments. The first installment for
1996-97 is due November 10, 1996. The tax rate area for The Elms Apartments is
005-022.

Re-assessment of The Elms Apartments: Proposition 13

The current tax amounts for the 1996-97 tax year will not remain the same
beginning on July 1, 1997. According to Proposition 13 for California, the
subject property will be

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The Elms Apartments, Salinas, CA

re-assessed, most likely based on the new sale price or market value at time of
sale. The assessments will be based on full cash value using a tax rate per $100
of full cash value. The passage of Proposition 13 establishes a maximum property
tax of one percent of full cash value. The mandated one percent (1%) property
tax level converts to a $1.00 base tax rate. The additional rates imposed by the
Water Regional Agency will be added to the $1.00 base rate.

ZONING DESCRIPTION AND ANALYSIS

The Elms Apartments is currently under the zoning designation of R-H-2.3 by the
City of Salinas. This zoning designation specifically refers to a high density
residential district. Section 37-44 addresses specific purposes of the
particular district's regulations. They are as follows:

(1) To provide appropriately located areas for high density multiple family
dwelling units consistent with the General Plan and with standards of public
health and safety established by the Salinas Municipal Code.

(2) To provide adequate light, air, privacy, and open space for each dwelling
unit and protect residents from the harmful effects of excessive noise,
population, density, traffic congestion and other adverse environmental impacts.

(3) To promote development of affordable housing by providing a density binus
for projects in which a portion of the dwellings are affordable to qualifying
households.

(4) To achieve design compatibility through the use of site development
standards.

(5) To protect adjoining low density residential districts from excessive noise
or loss of sun, light, quiet, and privacy resulting from proximity to
multifamily dwellings.

(6) To provide sites for public and semipublic land uses needed to complement
residential development or requiring a residential environment.

(7) To ensure the provision of public services and facilities needed to
accommodate planned population densities.

For a comprehensive list of all property development regulations under the
R-H-2.3 Zoning District the reader may refer to the Addenda of this report.

Parking Requirements-On-site

Division 18-Off-Street Parking and Loading Regulations of the City of Salinas
Municipal Code lists all use classifications. For multifamily residential
complexes containing over ten (10) units, the off-street parking and loading
requirement is 1.6 spaces per unit. The Elms Apartments has 188 carport spaces
and 40 open spaces for a combined total of 228

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The Elms Apartments, Salinas, CA

spaces. It appears that the subject property meets all applicable city zoning,
building and parking requirements.

IMPROVEMENT DESCRIPTION AND ANALYSIS

The Elms Apartments were constructed in 1979 and contain a total of 188 units
configured on a 10.57 acre site. The 188 rentable units are in two (2)
floorplans: a 1br-1ba unit and a 2br-lba unit.. The net rentable building area
(see individual unit sizes below in chart) is 148,260 square feet. The manager's
office consists of only 192 square feet. There are (2) individual on-site
laundry rooms. The Elms Apartments are considered Class D Building(s)
Construction Type V (wood frame) of the Uniform Building Code. Class D buildings
are characterized by combustible construction. The exterior walls are made up of
closely spaced wood studs with an exterior wood siding. The exteriors of all
buildings have recently undergone new painting. The roof, consisting of asphalt
shingles, is supported by a wood truss system with a concrete slab floor on 1st
floor area. The upper floor (2nd story) consists of plywood sheets. The Elms
Apartments are adequately improved with metal rain gutters and downspouts. Also,
the subject is in a class of construction referred to as protected one-hour
construction.

Unit Mix-The Elms Apartments

- --------------------------------------------------------------------------------
                 TYPE                  UNITS                AREA (sf)
- --------------------------------------------------------------------------------
               1 BR-lBA                  80                    672
- --------------------------------------------------------------------------------
               2BR-1BA                  108                    875
- --------------------------------------------------------------------------------
                TOTAL                   188                  148,260
- --------------------------------------------------------------------------------

Interior Improvements: The Elms Apartments

Floor coverings consist of wall to wall carpeting over concrete slab in lower
levels and over plywood subfloor in upper levels. Vinyl flooring is in kitchens
and bathrooms. There is electric wall heating throughout the units. The kitchens
have formica countertops, freestanding electric range and ovens, garbage
disposals, and dishwashers. Each of the individual units are served with 30
gallon hot water heaters. Bathrooms are improved with fiberglas wainscoting and
cultured marble vanities. Overall condition is considered good. Many of the
units have recently been upgraded with new carpeting and interior painting.
There are no fireplaces.

Note: Information regarding the individual unit sizes were taken directly from
the results of measurements obtained personally by the appraiser. The appraiser
was not presented with any drawings or floorplans of representative units. Only
a few units could be inspected. These inspected units are considered
representative of the entire project. Lincoln Residential Services Company
indicated that The Elms Apartments contains only a one and a two bedroom
floorplan; no variations in unit sizes were indicated nor obtained as a result
of the appraiser's inspections.

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The Elms Apartments, Salinas, CA

Effective Age: The Elms Apartments

The actual age of the complex range is 17 years. An average quality Class D
apartment project is estimated to have a total economic life of fifty (50)
years. This is based primarily on the performance of many comparable properties
built in the 1940's and 1950's still in existence in Monterey County still
capable of attracting tenants due to upgrading and above-average maintenance. In
addition, the Marshall and Swift Cost Valuation Service provides reasonable
support for an estimated total economic life expectancy of fifty (50) years.
Because The Elms Apartments has undergone adequate recent upgrading, including
new exterior painting, and carpet and interior re-painting as required as
tenants vacate, it is the appraiser's opinion that an estimated overall
effective age of twelve (12) years is considered reasonable and supportable.

Remaining Economic Life: The remaining economic life is estimated at 38 years,
although it certainly could be longer or even shorter. This estimate is made by
deducting the effective age of 12 years from a total economic life of 50 years.

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The Elms Apartments, Salinas, CA

HIGHEST AND BEST USE ANALYSIS

Definition

Highest and best use, as used in this appraisal, is defined as that reasonable
and probable use that will support the highest present value, as defined, as of
the effective date of the appraisal, September 28, 1996. Alternatively, that
use, from among reasonably probable and legal alternative uses, found to be
physically possible, appropriately supported, financially feasible, which
results in highest land value.

The above definition of the "Highest and Best Use" is in reference to land that
is unimproved. In cases of improved land, a determination of the contributory
value of the improvements to the land must be made. The improvements found on a
site may be of inappropriate use, but will continue until the land value exceeds
the total value of the property in its existing use.

Discussion

Our opinion of the highest and best use of the subject land parcel will be
supported based upon our analysis of the four tests outlined below:

               1.   Legally Permissible Use. This type of
                    use is legal and conforms to the zoning
                    assigned to property, as well as to the
                    City's planning goals.

               2.   Physically Possible Use. The shape,
                    size, and available utilities are
                    adequate to serve this use.

               3.   Financially Feasible Use. Population and
                    immediate income statistics support the
                    feasibility of the highest and best use
                    based upon the quantity, quality, and
                    distribution of the income and its
                    prospective users.

               4.   Maximally Possible Use. An analysis of
                    which possible legal uses will produce a
                    net return and/or create value to the
                    site.

All three standard appraisal approaches to value are affected by the highest and
best use. Therefore, valuation is highly dependent upon the conclusions set
forth by this analysis.

Physically Possible

Section 37-46 of the City of Salinas Municipal Code specifies a minimum lot size
of 7,200 square feet in a R-H-2.3 high density residential district. The Elms
Apartments contains a site of 460,429 square feet. A minimum of 1,800 square
feet is required for each unit, according to Section 37-46 of the Regulations
Based on this requirement, therefore, both sites are physically capable of being
developed with the existing improvements.

Legally Permissible

The subject is zoned and general plan designated to allow high density
residential uses. As existing, the subject is a legal and conforming use.

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The Elms Apartments, Salinas, CA

Financially Feasible In evaluating the most reasonable and probable use of the
vacant site, we considered the demographics of the surrounding area, land use
patterns, local market supply and demand, general market conditions, and the
physical characteristics of the property itself. The most feasible and
marketable use for the subject site(s) appears to be for apartment use, given
the present shortage of rental housing in Salinas, which is a result of the
local economy and current growth of Salinas. Rapid changes in market conditions
which were previously discussed in the Neighborhood and City Sections indicate
apartment and multifamily housing as the most reasonably probable use of the
subject property.

Maximally Possible Use

The final of the four tests in the highest and best use analysis is the use that
maximizes the land value by providing the highest return. This test must be
considered sequentially with the prior three tests; it makes no difference that
the most probable highest value is a apartment complex, for example, if the
zoning does not permit this use. The most profitable use appears to be a
multi-family or apartment use. This is largely based on the fact that the
current improvements are apartments and are configured on the sites as such. At
the present time, the City of Salinas Planning Department recognizes through its
general plan the R-H-2.3 high density residential district of the subject's
neighborhood in North Salinas and is aware of the changing market conditions and
rental shortage that exists in the City of Salinas. There is virtually no
availability of vacant land in South Salinas for apartment use, for example,
since that area is primarily designated as agricultural land. The City is
encouraging the future development of high density residential land in the North
Salinas section of the city.

Highest and Best Use Conclusion - As Improved

In conclusion, the highest and best use of the subject site, as improved, is the
existing use.

Highest and Best Use Conclusion - As Vacant

In conclusion, the highest and best use, as vacant, is a multi-family or
apartment-type use.

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The Elms Apartments, Salinas, CA

THE APPRAISAL PROCESS
- --------------------------------------------------------------------------------

The estimation of a real property's market value involves a systematic process
in which the appraisal problem is defined and the data required is gathered,
analyzed and interpreted into an estimate of value. Traditionally, three methods
of valuation have been used in appraising: the cost, market and income
approaches.

In the cost approach, the value of the site is first estimated by comparing it
to similar sites that have recently sold or are currently offered for sale.
Replacement cost new of the improvements is determined by reference to actual
costs of similarly constructed properties. Depreciation from all sources is then
deducted from the replacement cost new of the improvements to arrive at the
present value. The depreciated value of the improvements is added to the
estimated land value to arrive at the total value by the cost approach. In this
appraisal, however, NationsBank has requested that the cost approach be omitted
from this appraisal assignment. The cost approach has been determined to be
inapplicable in the valuation of 10 to 30 year-old multifamily properties due to
the subjectivity involved with estimating depreciation in older properties.

The market comparison approach involves comparison of the subject to similar
properties that have recently sold or that are offered for sale. These sales are
reviewed for differences from the subject in the date of sale, location of the
site, physical characteristics and other factors. The comparable properties are
then adjusted to formulate a value range for the property being appraised.

The third of the three valuation techniques is the income approach. This
approach involves estimating net operating income, and discounting this income
to a present worth through the capitalization process. For most income-producing
properties, including apartments and multifamily properties, this is an
important means of valuation.

INCOME CAPITALIZATION APPROACH
- --------------------------------------------------------------------------------

The first and primary approach applied to the valuation of the subject is the
income capitalization method. This technique involves conversion of future
anticipated income into an estimate of present value by the capitalization
process. This procedure involves three steps as indicated below:

     1.   Estimate gross income from available rental
          information and the

     2.   Estimate and deduct vacancy and collection loss
          allowance and operating expenses to derive net
          operating income; and,

     3.   Select an applicable capitalization method or
          methods, develop the appropriate capitalization
          rate, and complete the necessary computations to
          derive an economic value indicated by the income
          capitalization approach.

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The Elms Apartments, Salinas, CA

Required Information

Documents that are helpful to better estimate value under the Income Approach
include the following:

               o    Income/Expense statements

               o    Personal Financial Statements of Owner (if applicable)

               o    Rent Roll

               o    Lease Agreements

               o    Other (service agreements)

Income and expense statements. Operating statements provided by management over
the past year and seven months are included in the Addenda.

Personal Financial Statements. The owner's personal financial statements are not
required to appraise the property, but can be helpful under certain
circumstances. While market value intrinsically assumes transfer to a willing
and knowledgeable buyer at market price, financial statements of the owner often
provides insight into the current management quality and style of the property.
An undercapitalized owner, for example, may not be able to institute correction
of deferred maintenance that will enhance livability. As such, occupancy and
rates may suffer from inadequate level of maintenance, which results in loss of
reputation. Financial statements of the subject ownership have not been
reviewed. However, based on conversations with management and the overall good
maintenance level and high occupancy of the property, it can logically be
assumed that ownership is capable of operating the property in a strong
professional manner. Based on conversations with management, and inspections of
other properties owned by Thysen and managed by Lincoln Property Residential,
the subject has been operated in a professional manner and there appears to be
no operational problems at this time.

Rent Roll: A roll of the current tenants have been provided by management as of
September 28, 1996. As of the inspection date, six units were unoccupied, but
three have been leased to new occupants who have yet to move in (i.e., 1.6%
vacancy).

Lease Agreements: A copy of the standard 2-page residential rental agreements
have been reviewed, and have been included in the Addenda. All tenants are on
short-term 7, 8 and 9 month leases. The rental agreements are typical of others
used in the marketplace. Utilities, except for water, trash and basic cable are
paid for the tenant. There is a late charge of $30 if management elects to
accept rent after the third of the month, and a $20 returned check fee. No pets
are allowed without written consent. Use of the premises shall be for a private
residence only. No more than three persons shall occupy a one bedroom unit; no
more than 5 are allowed in a two bedroom. Occupancy limits are strongly
enforced. First month and security deposits are collected prior to the tenant
moving in.

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The Elms Apartments, Salinas, CA

Capital Improvements: Capital expenditures over the past two years have also
been reviewed and/or discussed with the property manager. Improvements to the
property over the past year and half include exterior paint (entire complex),
new landscaping, and new appliances and carpets in most units.

Occupancy trends: In addition to the above, occupancy trends of the complex have
been reviewed. Since Lincoln Property took over as managers approximately 1.5
years ago, occupancy has been increasing. Increased occupancy has also been due
to an improving rental market. The new management has also qualified tenants
better which have resulted in less turnover and less evictions. There is a rent
special of $200 off first month's rent for new tenants of a two bedroom unit.
Rent specials are done periodically; it is not done throughout the year and only
for a few selected units.
Other: According to management, the laundry machines
are owned by the service company.

Subject Asking Rents

As of September 28, 1996, the following monthly rents (all unfurnished) were
being charged at the subject complex:

     80     1 BR/1BA       672sf       $575         $0.85/sf        $46,000
    108     2 BR/1BA       875sf       $695         $0.79/sf        $75,060
    ---                    -----       ----         --------        -------
    188                                $643.94                      $121,060

Note: There are no known size variances. There are no locational variances in
price.

All rents include water, trash removal and basic cable. Tenants pay their own
gas and electric (Pacific Gas & Electric Company), telephone, and premium cable
channels. To qualify, prospective tenants must have three times the monthly
rental rate and a positive credit report and previous rental history. There is a
$25 application fee (includes credit report). The application fee is
non-reimbursable.

The above price list was set in September 1996. Management periodically surveys
other complexes in the area in order to maintain market rental levels.

As can be noted on the rent roll in the Addenda, some of the subject apartment
units are already at the new "market" price levels. Those units with leases
expiring will be moved to the new rates. At this time, there is a difference of
approximately 6+/- percent between the market and actual rents (i.e., actual
rents lag about 6 percent below market).

Rent Survey and Analysis

In order to determine whether the subject rentals are at or within a market
rental range, a survey of competing complexes was made. This analysis involved a
comparison of amenities and facilities offered by competitive projects with
those offered by the subject.

The competing complexes considered most helpful in estimating the subject
economic or market rental level are summarized on the following pages.

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                            RENT COMPARABLE NUMBER 1

Name:                         CYPRESS CREEK

Location:                     162 Casentini Street, Salinas

Age/Type:                     9 years old/ two-story garden design - 288 units

- --------------------------------------------------------------------------------
                              Type          Rent          SF      Rent/SF
                              ----          ----          --      -------
Monthly Rent:                 1BR/1BA =     $725-750      750     $0.97-1.0O
                              2BR/2BA =     $925-950      1000    $0.925-0.95
- --------------------------------------------------------------------------------

Utilities included in Rent:   water and trash

Recreational Amenities:       Tennis, heated pool, sauna, racquetball, spa, w/d 
                              hookups, laundry rooms

Vacancy:                      0% (some units will become available in next few 
                              weeks)

Comments:                     Nine year old project; good tenant appeal. Located
off N. Main Street. Close to shopping, schools, freeway. Deposit = $300/400. $25
per month extra with lease (either 6 or 9 months). Pet deposit of $400 (cats).
Good demand over past year. Source: (408) 758-3008

                                   (PHOTO) 

                                                                              35
<PAGE>

                            RENT COMPARABLE NUMBER 2

Name:                         FOX CREEK

Location:                     136 W. Alvin, Salinas

Age/Type:                     1986/ two-story garden design - 168 units

- --------------------------------------------------------------------------------
                              Type          Rent          SF      Rent/SF
                              ----          ----          --      -------
Monthly Rent:                 1BR/1BA =     $625          708      $0.88
                              2BR/1BA =     $725          875      $0.83
                              2BR/2BA =     $750          986      $0.76
- --------------------------------------------------------------------------------

Utilities included in Rent:   water and trash

Recreational Amenities:       Tennis, heated pool, sauna, spa, exercise 
                              room, w/d hookups in all units, laundry rooms

Vacancy:                      0% (some units will become available in December)

Comments:                     Ten year old project; good tenant appeal. Located
off N. Main Street. Close to shopping, schools, freeway. Deposit = $250. Pet
deposit of $350 (20 lbs.). Good demand over past year. No units available. Some
units may become available in December. Carport parking plus open. No specials.
Month-month rentals. Source: (408) 449-l800

                                     [PHOTO OMITTED]

                                                                              36
<PAGE>

                            RENT COMPARABLE NUMBER 3

Name:                         CYPRESS LANDING

Location:                     552 Rico Street, Salinas

Age/Type:                     1989/ two-story garden design - 112 units

- --------------------------------------------------------------------------------
                              Type          Rent          SF      Rent/SF
                              ----          ----          --      -------
Monthly Rent:                 1BR/1BA =     $655-690      750+/-   $0.87-0.92
                              2BR/1BA =     N/A
                              2BR/2BA =     $765-825      975+/-   $0.78-0.84\5
- --------------------------------------------------------------------------------

Utilities included in Rent:   water and trash

Recreational Amenities:       Tennis, heated pool, sauna, spa, exercise
                              room, some units have fp's (all 1/br's),
                              laundry rooms 

Vacancy:                      0% (some units will become available in October)

Comments:                     Good tenant appeal. Located in north Salinas. 
Close to shopping, schools, freeway. Deposit = $350/450. Good demand over past
year. No units available. Some units may become available in October. Carport
parking plus open. No specials. 6 and 12 month leases ($15/mo. taken off 12 mo
lease). Source: (408)424-4343

                                    [PHOTO OMITTED]

                                                                              37
<PAGE>

                            RENT COMPARABLE NUMBER 4

Name:                         NORTHPOINTE

Location:                     196 E. Alvin Drive, Salinas

Age/Type:                     1976/ two-story garden design - 138 units

- --------------------------------------------------------------------------------
                              Type          Rent          SF      Rent/SF
                              ----          ----          --      -------
Monthly Rent:                 1BR/1BA =     $568          648     $0.87-0.92
                              2BR/1BA =     $620          735     $0.84
                              2BR/2BA =     $669          835     $0.80
- --------------------------------------------------------------------------------

Utilities included in Rent:   water and trash

Recreational Amenities:       Tennis, heated pool, sauna, spa, exercise room, 
                              some units have fp's (all 1/br's), laundry rooms

Vacancy:                      1% (only one unit available at survey time)

Comments:                     Avg-Avg+ tenant appeal. Located in north Salinas. 
Close to shopping, schools, freeway. Deposit = $300/400. Good demand over past
year. Carport parking plus open. No specials. 6 month leases. Source:
(408)443-1776

                                   [PHOTO OMITTED] 

                                                                              38
<PAGE>

                               RENT COMPARABLE NUMBER 5

Name:                         THE REEF APARTMENTS

Location:                     333 W. Laurel Drive, Salinas

Age/Type:                     1960's/ garden court design - 54 units

- --------------------------------------------------------------------------------
                              Type          Rent          SF      Rent/SF
                              ----          ----          --      -------
Monthly Rent:                 1BR/1BA =     $530-545      625     $0.87      
                              2BR/1BA =     $650          800     $0.81
                              Studio  =     $450          400+/-  $1.13
- --------------------------------------------------------------------------------

Utilities included in Rent:   water and trash

Recreational Amenities:       pool only

Vacancy:                      00% (none at time of survey; waiting list)

Comments:                     Avg tenant appeal. Located in north Salinas. 
Close to shopping, schools, freeway. No specials. Source: (408) 449-1680

                                     [PHOTO OMITTED]

                                                                              39
<PAGE>

                            RENT COMPARABLE NUMBER 6

Name:                         SHERIDAN PARK

Location:                     1450 N. First Street, Salinas

Age/Type:                     1983+/ two-story garden design - 116 units

- --------------------------------------------------------------------------------
                              Type          Rent          SF      Rent/SF
                              ----          ----          --      -------
Monthly Rent:                 1BR/1BA =     $570          630     $0.90      
                              2BR/1BA =     $620          800     $650
- --------------------------------------------------------------------------------

Utilities included in Rent:   water and trash

Recreational Amenities:       Heated pool, 2 sauna, spa, laundry rooms, 
                              security gates

Vacancy:                      0% (none at time of survey)

Comments:                     Avg-Avg+ tenant appeal. Located in north Salinas. 
Close to shopping, schools, freeway. Deposit = first month's rent plus key
deposit. Carport parking plus open. No specials. No units available, but 10
units will be in November. Source: (408) 449-82O3

                                    [PHOTO OMITTED]

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The Elms Apartments, Salinas, CA

All rental rates quoted in the survey are month-to-month or short-term leases.
None of the complexes surveyed in this report had long-term leases. All
complexes are garden style two and/or three-stories of similar vintage and
design as the subject. All are located in the general subject neighborhood.
Typically, rents include water and trash removal. None of the complexes were
offering any specials.

Rental Number 1 represents Cypress Creek, located at 162 Casentini Street,
nearby the subject. This is a 288-unit complex built in 1987. It is of good
quality and in good condition. Amenities include tennis courts, heated pool,
sauna, racquetball, spa, laundry hookups, laundry rooms and carport parking. No
promotional specials or concessions. Leases are 6 and 12 month terms. Security
deposits are $300 and $400 (depending on the unit size). Pets are allowed with a
$400 deposit. One bedroom units are reported at 750 square feet, and rent from
$725 to $750, depending on variation of location within the complex. Two
bedroom/two bath units measure 1,000 square feet and rent from $925 to $950, or
$0.93 to $0.95/sf. Only four units are available. This is one of the newer and
better quality complexes in Salinas and is similar in many respects to the
subject. Like Rental Number 2 below, it is comparable to the subject, but
superior.

The subject does not offer the recreational amenities nor does it have the
appeal as Rental #1. On a per unit basis, the subject should definitely rent
lower than $725 for one bedrooms, and $925 for two bedrooms.

Rental Number 2 represents the 168-unit Fox Creek Apartments, located at 136
West Alvin Drive nearby the subject in north Salinas. The overall quality and
condition are good. No promotional specials or concessions. Leases are 6 and 12
month terms. Security deposits are $250. Amenities consists of a pool, spa,
weightroom, clubhouse, laundry rooms, and tennis courts. Some units have
washer/dryer hookups. There are 76 one bedroom, 24 two bedroom/one bath, and 68
two bedroom/two bath units. One bedroom units are reported by management at 708
square feet, and rent at $625 per month, or $0.88/sf. Two bedroom/ one bath
units are 875 square feet, and rent at $725 per month, or $0.83/sf. Two
bedroom/two bath units are 986 square feet, and rent at $750 per month, or
$0.76/sf. Current vacancy is zero.

Like Rental #1, this comparable is superior to the subject as it contains more
recreational amenities and is newer. This comparable is useful in setting the
upper end of the per unit rental range for the subject. It is clear that the
subject one bedroom units should rent below $625, and the two bedrooms should
fall below $725 per month.

Rental Number 3 is the 112-unit Cypress Landing Apartments located at 552 Rico
Street, nearby the subject in north Salinas. This is a newer complex built in
1989. It is of good quality and in good condition. There are 36 one bedroom and
76 two bedroom/ two bath units. One bedroom units measure approximately 750
square feet and are $640-665 per month. Two bedroom units are approximately 975
square feet, and rent from $745-795 per month. Amenities include a pool, spa,
clubhouse and carport parking. Some units have fireplaces. No rental concessions
or specials. The property is close to shopping, freeway access and schools.

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The Elms Apartments, Salinas, CA

The overall appeal is good. Only one unit is currently available. As with the
previous two comparables, Rental #3 is superior to the subject.

Rental Number 4 is the 138-unit Northpointe Apartments located at 196 East Alvin
in North Salinas nearby the subject. This is a two-story garden complex built in
1976. The overall quality and condition are above average to good. The location
directly off N. Main is close to shopping, schools and freeway access. The
complex has 1, one bedroom unit currently available at $568/month, and 1, two
bedroom/one bath unit at $620/month. Two bedrooms reportedly rent as high as
$669 per month. One bedrooms range from 624 to 648 square feet, and two bedrooms
contain 735 to 835 square feet. Rents include water and trash. Security deposits
are $300 for one bedrooms and $400 for two bedrooms. Leases of six months are
required. There are no specials or concessions. Pets are not allowed. Amenities
include two laundry rooms, and one swimming pool.

The appeal, age and level and quality of amenities are similar to the subject.
The subject has an advantage of having security fencing. The subject units are
priced very close to Northpointe. Overall, this comparable provides excellent
support for the subject "market" rents.

Rental Number 5 represents The Reef Apartments, a 54-unit garden court design
complex built in the 1960's. This complex is also located in north Salinas
nearby the subject. It is older than the subject, and has slightly less appeal.
This complex is renting one bedroom units at $530 to $545, and two bedroom units
at $650. Studios are $450 per month. All rents include water and garbage. The
subject offers superior appeal in that the rent includes basic cable and
security gates. Given these differences, the subject should rent about $20 to
$25 per month higher. Overall, Rental #5 gives excellent support to the subject
"market" rents by bracketing at the lower end.

Rental Number 6 represents Sheridan Park, located nearby the subject. This is an
average quality property that features security gates. Rents are $570 for one
bedrooms and $620 per month for two bedroom/one bath units. Water and trash
removal are included in the rent, but basic cable is not. The overall quality
and appeal are similar to the subject. According to management, there are no
available units at this time. Overall, this is an excellent comparable for the
subject.

Other: In addition to the above primary comparables, several other complexes
including many owned by Thysen in the Salinas marketplace were considered.
Thysen owns another 12 complexes in Salinas (most are in North Salinas).
Although not enough to "set" the market, the number of complexes controlled by
Thysen has an influence on rental levels. Thysen property managers (employees of
Lincoln Property) regularly refer clientele to other Thysen complexes. Still,
there are more than enough competing projects to make it difficult if not
possible to "control" the market. Rental rates at these complexes are consistent
with one another and with competing projects.

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The Elms Apartments, Salinas, CA

Market Rental Conclusion

The six primary comparables strongly support the current subject "market" rental
rates of $575 to for one bedrooms and $695 for two bedrooms. On a per square
foot basis, the range is $0.79 to $0.86 per square foot which fall in-line with
the market.

Of the complexes surveyed (including those not shown in this appraisal) which
consisted of about 2,000 total units, overall vacancy is running between 1-2
percent. Most had no vacancy. Some had only a few units available. A few
managers stated that units should become available in November and December as
seasonal workers go home. When a unit does become available, it typically takes
3 to 7 days to re-rent. However, in several cases, the unit is pre-leased
(rented prior to the occupant moving out).

Subject Market Rental Income (@ 100 Percent Occupancy)

Based on market rents, the subject would have a monthly gross rental income of
$121,060 (annualized = $1,452,720).

Actual Reported Income

Shown below is a table outlining collected revenue for 1994, through August 31,
1996. Rental income for September 1996 is also shown. Income statements are
shown in the Addenda.

<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------
              1994                1995                  YTD (`96)           Sept. 96
- ---------------------------------------------------------------------------------------------
<S>           <C>                 <C>                   <C>                 <C>            
*Gross Rents: $979,646 ($434/un)  $1,115,514 ($494/un)  $778,313 ($518/un)  *$107,220($570un)
Laundry       $ 21,189            $   23,324            $ 19,784                  N/A
Other         $ 65,503            $   57,647            $ 48,545                  N/A
</TABLE>
* - collected rents (not including vacancies)
N/A = Not available

Rental Income Estimate: Almost all of the subject's total income is derived from
rents. Rental income has increased steadily over the past 1.5 years. This is due
in part to new management and an improving rental market.

The actual rental income for the month of September 1996 was $107,220, or $570
per unit. This amount does not include five vacant/vacant pre-leased units. The
market rent for the vacant units total $3,355, or $671 per unit on average.
Blending this with actual rental income, results in a gross scheduled rental
income of $110,575, or $588 per unit. This is only 6.1 percent below market
potential. Consequently, $110,575 or $1,326,900 annualized has been used as
stabilized gross income.

Laundry: The laundry income is stabilized at $26,000 per year. This is
consistent with other complexes of this size and with the subject's prior past
years of operation.

Other: Other income consists of retained deposits, late charges, nsf checks, and
miscellaneous charges to tenants. The large percentage of this category relates
to security deposits. Although


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The Elms Apartments, Salinas, CA

forfeited security deposits and late charges are a source of income, it is not
included in the reconstructed operating statement as part of ongoing cash flows.
This is largely because this type of income was not accounted for in the
computation of gross and net operating incomes for the comparable sales. By
including other income for the subject but not the comparables, would be
overstating value. However, other income has been considered in the overall
valuation.

Total Gross Income: Total gross income is estimated at $1,352,900; rounded to
$1,353,000.

Vacancy and Collection Loss

In estimating a stabilized vacancy factor, several factors were considered.
First, vacancy has decreased over the past few years due to new management and
improving market conditions. The property has been upgraded over the past year.
Meanwhile, market conditions have improved due to an expanding economy. The
resurgence of "Silicon Valley" 70 miles to the north, the new Soledad
Correctional facility, and several thousand feet of regional shopping space has
created many new jobs. The new Wal-Mart in this area will also expand the retail
base, and bring in new jobs.

As of the inspection date, the subject complex is running a zero vacancy. This
is consistent with comparable Salinas projects. However, units are expected to
become available and occupancy will not remain at 100 percent. Annual vacancy
has been low, according to management (about 2-4 percent).

In addition to vacancy, consideration must also be made for ongoing collection
loss. In the case of the subject, collection loss has been reduced from previous
years due to the stricter qualifying policies. There are no pending evictions.
Consideration should still be made for collection loss. A reasonable stabilized
collection loss rate is 1 to 2 percent of gross income.

Assuming continued good professional management, vacancy and collection loss
should run at approximately 5 percent on average. There is the strong
possibility that vacancy and collection will fall below this estimate over the
next 12 to 24 months; however, longer-term, consideration should be made for
decreased economic activity which could result in "softer" rental conditions.

Effective Gross Income

The effective gross income is estimated by deducting five percent from estimated
gross income, as shown below:

- --------------------------------------------------------------------------------
          Gross Annual Income:                       $1,353,000
          Less: Allowance for Vac/Collection (5%)      ( 67,650)
                                                      --------- 
          EFFECTIVE GROSS INCOME                     $1,285,350
- --------------------------------------------------------------------------------

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The Elms Apartments, Salinas, CA

Expense Analysis

In order to estimate the value of the property by the income capitalization
approach, expenses must be deducted from effective gross income to arrive at a
net operating income estimate. Like other types of income property, apartment
property expenses are a function of services provided as well as physical and
geographical characteristics of the property itself. Operating and "fixed"
expenses vary from complex to complex, but generally fall between 33 to 45
percent of revenue (gross income), including replacement reserves.

Expenses can be broken down into per unit per year (or month), or as a
percentage of rental revenue or effective gross income. Expenses as a percentage
of income change depending on revenue levels. It can be difficult to compare
apartment expenses on a line-by-line basis. No two apartment complexes are
alike.

Shown on the following page is a recent operating history of the subject.
Expense categories are analyzed and discussed below. It should be noted that new
management took over in 1995; expense records previous to 1995 are not complete
and do appear to reflect current conditions.

Real Estate Taxes & Direct Assessments

California state law requires the reassessment of any parcel upon change of
ownership. The market value of the subject property intrinsically assumes a
hypothetical sale. Therefore, it is necessary to estimate real estate taxes
based upon market value.

In the State of California, property is enrolled at 100 percent of market value
as determined by the County Assessor upon transfer of ownership or significant
new construction. The maximum tax rate cannot exceed 1 percent of the enrolled
value, plus general assessment bonds and fees approved by the voters. Enrolled
value can be increased by a maximum of 2 percent per year, absent transfer, or
new construction, based on the cost of living. Under Proposition 8, approved
subsequent to Proposition 13, value can also be decreased to reflect current
market conditions. The actual taxes are below what the new taxes would be based
upon market value. According to the Monterey County Tax Collector Department,
there are no special assessment bonds. The tax rate is 1.05 percent of assessed
value.

Since market value has not yet been estimated by the income capitalization
approach, a technique which adds the composite tax rate reflecting the ad
valorem taxes to the capitalization rate has been used. The resulting value
estimate is then multiplied by the composite tax rate to obtain the amount of
new taxes. This method gives only an approximation since the assessed value may
not necessarily be the sale price (or market value). In addition, the value
conclusion by the sales comparison approach has been used as a guide. Applying
the tax rate, results in new taxes of $82,000+/-.

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The Elms Apartments, Salinas, CA

- --------------------------------------------------------------------------------
                       SUBJECT PROPERTY OPERATING HISTORY
- --------------------------------------------------------------------------------

Expense Item                          1994             1995         Y-T-D (8/96)
- ------------                          ----             ----         ----------- 

         Payroll                       $ 97,627       $132,737      $ 77,441
         Utilities                     $152,552       $152,013      $112,665
         Insurance                     $ 60,020       $  8,245      $ N/A
         Taxes &                       $ 85,748       $ 42,854      $ 42,853
         License & Permits             $    280       $  2,536      $  2,484
         Management Fee                     N/A       $ 30,485      $ 28,582
         Administrative                $  5,353       $ 29,457      $ 12,185
         Maintenance & Repair          $ 70,892       $187,423      $ 90,175
         Gardening/Landscaping         $     67       $ 14,437      $ 14,596
         Cable T.V.                    $ 18,267       $ 16,716      $ 12,150
         Security                      N/A            $  6,885      $  7,494
                                       ---            ----------------------
                                       $490,806       $623,788      $400,625

- --------------------------------------------------------------------------------
         TOTAL             Per Unit (Rd)       $3,300/unit        $3,200/unit
- --------------------------------------------------------------------------------

Note: Maintenance & repair expense in 1995 is inflated due to $76,152 spent on
new carpets and $40,296 spent on extra supplies. Many of the above categories
are group expenses (e.g., pool supplies and maintenance is under Maintenance and
Repairs).

License and Permits

In addition to taxes, apartment properties incur license and permit fees. These
fees have been approximately $2,500 per year over the past two years. As such,
the stabilized estimate is $2,500 ($13/unit).

Payroll

The subject employs 6 full-time personnel. The manager lives in the complex and
the unit rent is included in his compensation. Payroll expense was reported at
$132,737 in 1995, or $706 per unit. This includes payroll taxes, state
compensation insurance, unemployment taxes, wages for manager and office workers
as well as maintenance personnel, and bonus. To date in 1996, this category is
$77,441, or $618 per unit annualized. This expense has been stabilized at
$116,000.

Utilities

Utility expense includes water, trash, basic cable, sewer, electrical for
exterior site lighting and for other common amenities, including laundry
facilities, filtering equipment for the pool, lighting for the clubhouse, etc.;
tenants pay their own telephone, electric and gas, and premium channel cable.
The subject units are individually metered.

Trash removal service is included in the monthly rent for all units. Utility
expense can be estimated on a price per unit or on a price per square foot
basis. The projects with the greatest

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amount of amenities and larger unit sizes generally show the highest rates of
utility expenses. In 1994 and 1995, utilities were reported at $809 per unit, or
$152,000. The annualized projection for 1996 based on the first eight months is
$899 per unit. We have stabilized this expense at $825 per unit, which is
consistent with prior years and other apartment complexes throughout the region.

Insurance

Insurance expense has been stabilized at $100 per unit as based on similar
complexes throughout the region. Actual insurance expense does not appear
accurate (e.g., $60,020 in 1994).

Management Fee (Supervisory Management)

Lincoln Property Company has been managing the property over the past year and
one-half. The reported fee was $30,485 for 1995. To date in 1996, the fee has
been $28,582. The fee will increase with the increase in rental. Normally,
management companies will charge from a low of 3 for large projects to a high of
6 percent of collected rent for smaller complexes. This expense has been
stabilized at approximately 4 percent of effective gross income.

Maintenance and Repair

This category includes on-going maintenance and repairs that include the common
areas, plumbing, pool, and electric. This category also includes building/pool
supplies, appliance replacement and decorating supplies. In 1995, most carpets
were replaced at a cost of $76,152. This level of replacement does not recur on
an annual basis, thus an adjustment is required in stabilizing this expense. M&R
in 1994 was reported at $70,892, or $377 per unit. Normally, maintenance and
repair ranges from 4 to 7 percent of effective gross income, or $400 to $600 per
unit. The actual subject expense has been substantially higher due to the
refurbishing of the complex over the past year. It should also be noted that
this category does not include landscape/gardening and exterminating contracts
or wages for maintenance personnel.

Administrative

This category consists of advertising and promotion, office supplies, computer
expense, legal, credit check expense, and miscellaneous expense such as
stationary, postage, etc. As shown in the Income & Expense Statement prepared by
Lincoln Property Residential, a management fee paid to Lincoln is included under
this category. In this analysis, the management fee has been separated and
discussed under its own category. Administrative expense has been stabilized at
$25,000.

Gardening/Landscaping /Cable T.V./Security

Landscaping is contracted to a private landscape company. Basic cable is
included in the rent, thus it is an expense to the landlord. Security patrol and
exterminating are also contracted. Total expense reported in 1995 was $38,038.
The total for the first eight months of 1996 is $34,240. We have stabilized this
category at $40,000.

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The Elms Apartments, Salinas, CA

Replacement Reserves

Most owners do not utilize the replacement reserve account during the analysis
or operation of an apartment complex. Rather, capital improvement items are
often expensed as they are incurred. However, since capital expenditures affect
the investor's cash flow, an analysis of the properties value must account for
these expenses in the form of appropriate reserves for replacement.

Reserves for replacements are estimated at 2.5 percent of EGI, which equates to
$32,000. This takes into account the current average - good condition, and
recently completed capital improvements of the project. Items which are commonly
associated with a reserve account include repaving of drives, replacement of
underground utility pipes and electrical conduit, roof and foundation, as well
as resurfacing of the pool new appliances, etc. (i.e., items that are not
normally expensed year to year).

Net Operating Income

Total stabilized expenses and collection loss allowance amount to almost $3, per
unit. This also equates to 45 percent of effective gross income. The stabilized
estimate is higher than actual reported expenses, largely because of inclusion
of a reserve account, and higher real estate taxes upon sale. It should be noted
that as a percentage of income, expenses are higher at the subject than they are
for many complexes in this region. The reasons for this include: (1) basic cable
service included in the rent; and (2) rents are relatively low in comparison to
complexes in neighboring counties, thus as a percentage of income, expenses
appear high.

Net operating income is estimated by deducting operating and fixed expenses from
effective gross income, as shown below and on the following page:

- --------------------------------------------------------------------------------
                    Effective Gross Income        $1,285,350
                    Total Expenses                  (602,300)
                                                  ---------- 
                    Net Operating Income Before
                     Income Taxes & Depreciation  $  683,050
- --------------------------------------------------------------------------------

Capitalization Rate Analysis

After net operating income is estimated, an appropriate capitalization method is
selected. Of the various techniques, the one that is almost always used due to
its simplicity is direct capitalization. This method employs the use of a single
rate known as the overall rate. The overall rate reflects the relationship
between the projection of annual net operating income and a sale price or an
estimate of value. It is calculated by dividing the net operating income of the
sale into the sale price. When the property is purchased all cash, which is rare
for larger apartments, and there is no subsequent change in value or income,
then the capitalization rate is also the rate of return on the total property
investment.

In the Sales Comparison Approach section of this report, there is a table in
which we have summarized our analysis of capitalization rates for the comparable
sales. These capitalization rates were based on actual or actual near-term
potential gross annual income less expenses at

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time of sale. In each case, expenses included new real estate taxes at market
value as opposed to actual taxes which are typically much lower. The
capitalization rates derived from each of these sale properties are summarized
below:

Sale No.            1       2      3      4       5      6     7      8
- --------------------------------------------------------------------------------
Cap Rate (%):       8.54    8.6    9.1    9.34    9.6   10.15  7.9    9.69

The main factor influencing capitalization rates is the perception of risk.
Those properties perceived to have higher risk, will sell at higher
capitalization rates. The lower risk properties sell at lower capitalization
rates. Apartment properties, because of their low vacancy, generally fall into
the low risk category. Risk factors that should be taken into account in
selecting an appropriate capitalization rate include the following:

o    Amount of available land zoned to allow future apartments

o    Upside (or downside) potential of cash flow

o    Existing or planned government restrictions on use and/or rent increases

o    Deferred maintenance and remaining life of site improvements

o    Marketability/liquidity

o    Availability of financing

Availability of Land (potential of future competition)

While there are several hundred acres of undeveloped land in the general area,
most is zoned agriculture or has environmental issues such as sloughs/wetlands.
This is not to say, however, that additional apartments could not be developed
within a 50 mile radius. There has been very little apartment construction in
the area over the past 9 years. One of the main reasons is the high cost of land
and building. So, while future construction of apartments will occur to some
degree, the high cost will result in higher rents that likely will not compete
with the subject.

Upside Potential of Cash Flow

Gross revenue projected at stabilized occupancy is based largely on the current
average rate. The market rate, although close, is still lower than the actual
income. And given high occupancy in almost all Salinas apartment properties, it
appears certain that rents will continue to gradually increase over the next 12
to 24 months. Consequently, upside rental potential appears good at this
particular time. The subject is not affected by rent control, so this would not
be a limiting factor.

Deferred Maintenance

The subject is well-maintained without any significant repairs or deferred
maintenance. Better-conditioned apartments tend to sell at lower capitalization
rates.

Marketability/Liquidity

Appropriately priced, the subject would have good marketability (see Marketing
and Exposure Estimate sections). This tends to lower the overall capitalization
rate since there would be good buyer demand. At 207 units, the subject is on the
larger size. Larger

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The Elms Apartments, Salinas, CA

properties have a tendency to sell at higher rates than similarly located
smaller complexes due to the drop off in potential buyers.

Availability of Financing

Financing should not have a significant impact on the capitalization as capital
is available for this type of property.

Capitalization Rate Conclusion

In conclusion, the subject capitalization rate should fall between 8.50 to 9.5
percent, as evidenced by the sales. Discussions with brokers, property owners
and management companies indicate that apartment capitalization rates are
dropping in Santa Clara County. Although this may also occur in Salinas, there
is no empirical data to support a lower than 8.50 percent rate at this
particular time for this particular project. An argument can also be made for a
9.0 percent rate, however, the upside potential is better than average resulting
in the lower range of 8.5 to 8.75 percent.

        $683,050/ .0875           =              $7,800,000 (rounded)
        $683,050/ .085            =              $8,040,000 (rounded)
- --------------------------------------------------------------------------------

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- --------------------------------------------------------------------------------
                             INCOME APPROACH SUMMARY

INCOME

     Gross Annual Rental Income                           $1,327,000    
                                                                        
     Laundry                                              $   26,000    
                                                          ----------    
                                                                        
   TOTAL GROSS INCOME                                     $1,353,000    
                                                                        
Less: Vacancy & Collection Loss Allowance (5%)              (67,500)    
                                                            -------     
                                                                        
EFFECTIVE (COLLECTED) GROSS INCOME                        $1,285,350    
                                                                        
   Stabilized Operating Expenses                         Per Unit (rd)  
                                                       
         Payroll                               $116,000    $617               
         Taxes (Prop 13)                       $ 82,000    $462               
         License & Permits                     $  2,500    $ 13               
         Utilities                             $155,000    $824               
         Insurance                             $ 18,800    $100               
         Management Fee                        $ 51,000    $273 (4.0%)        
         * Administrative                      $ 25,000    $133               
         Maintenance + Repair                  $ 80,000    $425               
         Landscape/Cable T.V./Security         $ 40,000    $213               
         Replacement Reserves                  $ 32.000    $170               
                                               --------    ----               
                                                                              
*includes -Advertising & Promotional                                          
                                                                              
      TOTAL OPERATING EXPENSES                 $602,300    $3,200(rd) (46.8%) 

- --------------------------------------------------------------------------------
      NET OPERATING INCOME (NOI)                           $683,050
- --------------------------------------------------------------------------------

         OVERALL CAPITALIZATION RATE (Applied to NOI)            .0875
                                                                 -----

         OVERALL CAPITALIZATION RATE (Applied to NOI)            .085
                                                                 ----

- --------------------------------------------------------------------------------
                                             @ 8.75%             @ 8.5%
                                             -------             ------- 
 Market Value As Is:                         $7,806,286          $8,035,882
 ROUNDED                                     $7,800,000    to    $8,040,000
- --------------------------------------------------------------------------------

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The Elms Apartments, Salinas, CA

Cash-on-Cash Rate Method

As a check on the above estimate, cash-on-cash has been used. The cash-on-cash
rate is the annual cash flow to equity as a percentage of equity investment.
Cash flow is net income after deduction of debt service. This method is helpful
in determining whether the appropriate capitalization rate has been used. The
formula is as follows:

                                      Cash Flow (net income after debt service)
                                      ----------------------------------------
          Cash-on-Cash rate =         equity

Apartment property loans are usually amortized over 25 to 30 years. Loan-to
value ratios are typically 70 to 75 percent.

The cash-on-cash rate is helpful in supporting value, especially when direct
market information is not available. Apartment sales sometimes involve some form
of seller financing, where details are often not available. As such, the
cash-on-cash rate is an approach that usually takes a back seat to direct
capitalization. In this appraisal, enough information to gauge what an
applicable cash-on-cash rate was available.

Based on a 75% LTV which requires equity of $1,950,000 and a loan of $5,850,000
and a 8.0 percent (VIR) interest rate (30-yr amort), the annual subject debt
service would be $515,000. The cash flow after debt service would be $168,000
(rounded). Dividing cash flow into equity results in a cash-on-cash rate of 8.6
percent.

The sale properties' cash-on-cash rates ranged from a low of 6.8 percent for a
San Jose complex to 11.1 percent for a 207-unit complex built in 1964/1970. The
average is 9.33 percent -- higher than the subject, but still well-supported.
Consequently, the subject value by the direct capitalization method is believed
to be supported by the cash-on-cash method.

Other Capitalization Procedures

Other capitalization methods may be used in the appraisal of apartment
properties, although their understanding and use falls far short of direct
capitalization. The Discounted Cash Flow analysis (DCF) is one such method. In
this procedure, the value of a property is equivalent to the present value of
the annual before tax cash flows, over an assumed investment holding period,
plus the sale (reversion) of the property at the end of the holding period, at a
single discount rate. The advantage of this approach is that it identifies
variability in annual cash flows, especially in a start-up operation.

The Discounted Cash Flow Analysis requires several assumptions that impairs its
reliability. For this reason, it is oftentimes considered a secondary valuation
method in the appraisal of apartment appraisals.

In this appraisal, the DCF procedure has not been used as it does not provide
any additional insight into the valuation of this property. There are several
reasons for

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The Elms Apartments, Salinas, CA

excluding this approach. There is nothing to suggest at this time that there
will be substantial changes in income patterns, although the near-term trend
appears to be continued strengthening and gradual increasing of rents. Another
reason is that there would be several assumptions that would have to be made.
Perhaps the most compelling is that the sales were not purchased on a DCF
approach. Employing a DCF for the subject would require that inferences be made
about each sales as to applicable yield and going-out capitalization rates, as
well as hold periods and annual expense and income increase (or decrease)
projections. If the majority of these sales were purchased in this manner, then
a DCF would have applicability, however, this is not the case.

Income Approach Conclusion :The Income Approach concludes a value of $7,800,000
to $8,040,000. 

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The Elms Apartments, Salinas, CA

SALES COMPARISON APPROACH
- --------------------------------------------------------------------------------
The Sales Comparison or Market Data Approach involves making an analysis of the
property being appraised based on sales of similar properties. To a lesser
degree, this procedure may consider the asking prices of current listings. The
market data approach presumes that a prospective purchaser would pay no more for
a property than the amount with which he or she could buy another of equal
utility. The reliability of this procedure is determined by: 1) availability of
comparable sales; 2) comparability of sales in terms of date of sale, location,
size, density, or other physical characteristics; and, 3) verification of the
sales data.

Although there are variations, apartment property sales are often analyzed using
four unit-of-comparison indicators:

          o    Price per unit

          o    Gross Income Multiplier or Effective Gross Income Multiplier

          o    Price per Rentable Square Foot

          o    Price per Room

Price Per Unit Method: The price per unit method is most often affected by unit
size, condition, overall functional utility, and location of a property. Sales
with high average unit sizes which are situated in the most desirable locations
tend to command the highest price per unit. Naturally, the existing potential
rent levels also affect the sale price, thus influencing the price per unit
value. Each of these factors determine the amount of net operating income that
can be generated per unit which is a fundamental measurement of investor return
when applying the price per unit method.

Price Per Room Method: Sale price per room demonstrates the same relationship as
price per unit. Applying the same logic discussed above, which considers the
average unit size of the subject, existing rent levels, and location relative to
the comparable sales, a value per room can be estimated for the appraised
property.

Price Per Square Foot Method: While size is a strong influence in sale price per
unit and price per room, the rent levels attained by a property per square foot
are closely related to the price per square foot it may attain in the
marketplace. It is generally true that all else being equal, the rent per square
foot for larger units is less than the rents per square foot for small units.
Thus, apartment buildings which have larger unit sizes have lower rents per
square foot and therefore have lower selling prices per square foot.

Gross Income Multiplier Method: The gross income multiplier (GIM) technique is
oftentimes perceived as one of the most accurate market measure of value by the
Direct Sales Comparison Approach. The GIM is calculated by dividing the sale
price of the sale property by its gross annual income. This method tends to
equalize property differences such age, size, and number of units. In general,
where there is a fee simple title, apartment properties tend to sell at 5.5 to 8
times multiple on actual income. The range is tempered by a number of factors
that include location, condition, quality, and upside rental potential. The more
desirable properties with good track records will typically be higher on the

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The Elms Apartments, Salinas, CA

scale, whereas lower quality facilities in weak locations tend to fall at the
lower side. Since the GIM involves gross income rather than net income, the
appraiser must compare the level of expenses of the comparables with the
subject. This technique works best when expense operating ratios are reasonably
consistent. Comparison is not straightforward, for example, when the sale
property has an operating expense ratio that is significantly higher than the
subjects'. Consequently, when estimating a GIM, care must be taken when
comparing gross incomes. A variation of the GIM technique--effective gross
income multiplier (EGIM)--is calculated by dividing the sale price by the
effective gross annual income instead of the gross annual income. This
technique, however, often does not result in a further refinement since
apartment vacancy (and collection loss) throughout the region is very low.

Comparable Sales Description & Analysis

A search for apartment properties was made in Salinas and surrounding areas. No
sales of larger apartment complexes (over 100 units) in Salinas during 1995 and
1996 were found. The most recent larger apartment transaction in Salinas
occurred in 1994; a 60 unit complex sold in 1993 and an 112-unit property
transferred in late 1991. A summary of these sales is summarized on the
following pages. Additional information is included in the Addenda. To obtain
more recent sales data, it was necessary to expand the search into nearby cities
and counties. The strongest sales activity at this time is taking place in Santa
Clara County, adjacent to the north of Monterey County. A number of larger sales
have also taken place in Santa Cruz County, to the west. A brief description of
each sales area and how it relates to Salinas is summarized in the following
paragraphs.

Santa Clara County/San Jose: This is the largest county in the region with a
population of over 1.4 million. It contains the City of San Jose, the third
largest city in California. "Silicon Valley" originated in Santa Clara County.
The county is home to over 2000 electronic firms, including industry leaders
such as Intel and Hewlett Packard. Over the past 20 months, technological
employment has dramatically increased resulting in the creation of several new
jobs. To fill new jobs, several thousand people have moved into "Silicon Valley"
thus creating a demand for housing. As a result, apartment and other housing
rents have increased substantially, nearly doubling from previous lows in some
cases. Investors have now caught on to increasing rental activity, and sales
activity is brisk. This market has "filtered" into nearby communities, including
Santa Cruz, Alameda County, and to some lesser degree, Salinas.

The resurgence of the Santa Clara County market comes after six years of
sluggish performance. The last major upswing was in 1982-85 when rents increased
annually by 18 to 20 percent. From 1995 to 1989, rents and vacancy were steady.
In late 1989, following the Loma Prieta earthquake and a decline in economic
activity, vacancy levels started to increase and rents became soft with rental
concessions given in some complexes. Starting in late 1994, the market started
to once again turn upward. In 1995, economic conditions improved and rents
increased to reflect a landlord's market. Today, vacancy is extremely low with
very units available for rent. This is expected to continue for at least the
next six to 12 months as little land is available for new apartment
construction.

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COMPARABLE MARKET DATA - APARTMENT SALES

<TABLE>
<CAPTION>

          Project Name
 Sale     Location                   No. Units   Sale Date (COE)   Year    Sale     Price/    GIM     Price Per Unit
 No.      A.P.N.                     RSF-Bldg                      Built   Price    Sq. Ft.   OAR    Cash-on-Cash   

======================================================================================================================
 
<S>       <C>                          <C>           <C>           <C>   <C>         <C>       <C>          <C>    

          Hidden Creek Apartments     
 (5)      200 Button Street            146           7/14/94       1973  $7,400,000  $77.81    6.78         $50,885
          Santa Cruz, CA              95,100                                                   9.6%             N/A

          3.8 acres (37du/ac), 2-story, nine buildings. Garden style walk-up.
          Average quality and condition. 42 studios, 60 1br/1ba, 44 2br/1ba
          units. About half of complex is subsidized housing tenants. Financing
          terms n/a. Marketing time = 3 months. Amenities include pools,
          fountain and extensive landscaping.

          North Bay Apartments     
 (6)      41 Granview Street           115          12/15/95       1989  $8,550,000  $81.88    6.11         $74,348
          Santa Cruz                 104,421                                                 10.15%           10.8%

          Good quality, 2-story garden style complex built in 1989. Average to
          good location. Buyer had to pay $300,000 in repairs and $175,000 in
          commissions. Cap Rate is somewhat high based on other sales of similar
          age, size, and location. Property was never exposed to open market.

 (7)      2186-2198 Brutus Street       60           5/26/93       1988  $3,072,000 $61.46     7.83         $51,200
          Salinas                     49,980                                                   7.9%             N/A

          Average to good quality garden complex located in north Salinas close
          to shopping, schools and freeway access. There are 23, 1br units, and
          37, 2br/2ba units. Average unit size is 833 square feet. No rent
          control. Financing terms were not available.

          Cypress Landing     
 (8)      552 Rico Street              112           11/1/91       1989  $5,950,000 $59.11      6.4         $53,125
          Salinas, CA                100,660                                                   9.69            


          Newer, garden style consisting of 36 1br/1ba and 78, 2br/2ba units.
          2-story buildings. Good quality and condition. Amenities include club
          house, spa, pool, weight room, tennis courts + open spaces. Average
          monthly rent at time of sale = $689. Average unit size = 899 square
          feet. All cash to seller.

======================================================================================================================
</TABLE>

  Note: The above data was obtained from sources deemed reliable. However, the
     accuracy of the data cannot be guaranteed by R. Saia, MAI Associates (9/96)

                                                                              56
<PAGE>

COMPARABLE MARKET DATA - APARTMENT SALES

<TABLE>
<CAPTION>

          Project Name
 Sale     Location                   No. Units   Sale Date (COE)   Year    Sale     Price/    GIM     Price Per Unit
 No.      A.P.N.                     RSF-Bldg                      Built   Price    Sq. Ft.   OAR    Cash-on-Cash   

======================================================================================================================
 
<S>       <C>                          <C>           <C>           <C>   <C>         <C>       <C>          <C>    

 (1)      Willow Gardens Apartments
          1750 Stokes Street           186           6/14/96       1971  $13,650,000 $85.17    7.04         $73,387
          San Jose, CA               160,260                                                  8.54%            6.8%

          2-story apartment garden style built in 1970. Wood frame, wood
          exterior. Average quality and condition. 190 covered parking spaces
          (carports). Amenities include pool, spa, laundry, recreation room,
          balconies/patios, storage lockers, a/c. 6.40 acres (29.06 du/ac).
          First loan $10,600,000 from St. Paul Federal Bank. Document #13330744.

 (2)      Ocean Terrace            
          1630 Merrill Street          100           7/12/96       1972  $6,300,000  $78.04     6.5         $63,000
          Santa Cruz, CA            80,724 sf                                                  8.6%            8.1%

          100-unit garden style built on 2.7 acres in county area of Santa
          Cruz. Built in 1972, there are six buildings, a pool, exercise room,
          sauna, three laundry rooms, and on-site manager's office. Wood frame
          construction. Average quality and avg+ condition. 130 on-site parking
          spaces. AEK kitchens, $4,725,000 first from Home Savings of America.

 (3)      Fox Creek Village
          196 West Alvin Rd.,          168          9/24/94       1986  $9,350,000   $66.31     6.8        $55,650
          Salinas, CA                141,856 sf                                                9.1%          9.87%

          Built in 1986, Fox Creek Village consists of 76, 1/br/1 ba units
          measuring 708 sf; 24, 2br/1ba units measuring 875 sf, and 68 2/br/1ba
          units 986 sq ft. The gross building area is 145,023; the net rentable
          has been reported at 141,856 sf. 36 units have wood-burning
          fireplaces. Units include patios or balconies, refrigerators,
          microwaves, dishwashers, disposals, and laundry hook-ups. There are
          laundry rooms with washers and dryers in the complex. Above average to
          good quality and condition. One covered parking space per unit.

 (4)      Kingdale Oaks
          1919 Fruitdale Avenue        331            8/15/95     1970  $16,760,000  $66.22     6.01        $50,634
          San Jose, CA              253,098 sf                                                 9.34%          11.1%

          Average quality, 1, 2 and 3-story buildings built in 1964-1970. Wood
          frame and stucco. Concrete slab. Average condition. 331 covered
          parking spaces (carport). 166 open parking. Amenities include 2 heated
          pools, spa, poolside grills, laundry rooms, volleyball, and
          recreation building. Elevator served. New first loan from St. Paul
          Federal Bank, and seller second. Marketing time was reported at six
          months. 11.76 acres (28.15 du/ac). 1, 2 and 3 bedroom units.

======================================================================================================================
</TABLE>

  Note: The above data was obtained from sources deemed reliable. However, the
     accuracy of the data cannot be guaranteed by R. Saia, MAI Associates (9/96)

                                                                              57
<PAGE>

The Elms Apartments, Salinas, CA

Housing prices in San Jose are higher than they are in Salinas. Good Salinas
neighborhoods, such as those found in north Salinas, can be compared to the more
average/middle income areas of San Jose as well as the agricultural communities
of Gilroy and Morgan Hill, in southern Santa Clara County. Still, downward
adjustments are required for location when comparing San Jose to Salinas.

Santa Cruz: In general, rental housing in Santa Cruz is less than it is in San
Jose, but higher than in Salinas. Although considered more desirable, Santa Cruz
is a relatively good area to draw comparable sales for comparison to Salinas.
Santa Cruz is a coastal community that relies heavily on tourism and
agriculture; some technology has filtered into the area from Silicon Valley.
Rents have been increasing, but not nearly at the pace of San Jose. Occupancy is
also extremely high in this area. A downward location adjustment is required
when comparing a Salinas property to a Santa Cruz property.

Monterey: No sales over 100 units were found in Monterey. This is mainly due to
the limited number of larger units in the city. Although the City of Monterey is
superior to Salinas in residential desirability, nearby cities such as Seaside
and Marina are overall comparable. However, no sales of larger units were found
in this area as well.

Adjustment Process

The most common unit of comparison indicator for apartments is price per unit.
As such, the subject has been adjusted to the comparable sales on this basis. A
sequence for making adjustments must be followed when percentage adjustments are
calculated and added together. The first adjustment is for property rights
conveyed. In this case, all properties sold fee simple or leased fee (short term
leases of less than one year); no leasehold sales were included. Thus, no
adjustment was required.

The second adjustment converts the transaction price of the comparable into its
cash-equivalent or modifies it to match the financing terms projected for the
subject property. No sales with financing favorable enough to significantly
influence the sales price were included, no adjustment was required.

The third adjustment is made for conditions of sale or other (e.g., personal
property included in sale price). No REO or distressed sales were included, and
no sales with furnished units were considered. Every apartment has some amount
of personal property that transfers with the property; however, these items are
nominal.

Other adjustments considered were based on differences in market conditions,
appeal, quality/density, condition, and size. No specific adjustment was made
for rent control (i.e., San Jose complexes), although this is considered in the
location adjustments.

Shown on the following pages is a table summarizing eight apartment sales.
Additional information concerning each sale, including recording data and a
photograph, is in the Addenda.

 Robert Saia, MAI & Associates 313 Avalon Avenue Santa Cruz, CA o (408) 458-9095
                                                                              58
<PAGE>

The Elms Apartments, Salinas, CA

Apartment Sale Number 1, at $73,387 per unit, is a June 1996 sale of the Willow
Gardens Apartments, an 186-unit garden style walk-up apartment located in a
centrally-located middle-income neighborhood in San Jose. This is an average
quality complex in average condition at time of sale. There are 162, two
bedroom/two bath units, and 24, three bedroom/two bath units. The average unit
size is 861 square feet. Amenities consist of a pool, spa, recreation building,
and laundry rooms. The project sits on 6.40 acres, indicating a density of 29.06
units per acre. The project falls under San Jose Rent Control, which limits
rental increases to eight percent with pass-through for extraordinary and
capital expenses.

The purchase price of $13,650,000 represents a rentable per square foot
indicator of $85.17, and a per room value of $17,773. The GIM on actual rental
income is 7.04. On market rents, the GIM is 6.29, indicating reasonably good
upside rental potential. The Overall Capitalization Rate is 8.54 percent on
actual income less actual expenses adjusted for new taxes and reserves. The
cash-on-cash rate is 6.8 percent.

In comparison to the subject, a downward adjustment is required for location. As
noted, San Jose rent levels are higher than those found in Salinas. For example,
a two bedroom/two bath unit at Willow Garden is $l,000+, or about $200-300 per
unit higher than in Salinas. A downward adjustment of 25 percent as based on
rental differential appears reasonable. The subject's average unit size is
smaller. A 10 percent adjustment has been made. No size adjustment is required.
Adjusting downward by 35 percent, results in an indicated subject per unit value
of $48,000 (rounded).

Apartment Sale Number 2, at $63,000 per unit, is a July 1996 sale of the Ocean
Terrace Apartments, an 100-unit garden style walk-up apartment located in an
unincorporated area of Santa Cruz County between the cities of Capitola and
Santa Cruz. This is an average plus quality complex in above average condition
at time of sale. There are 52, two bedroom/ units, and 32, one bedroom/ units.
There are also 16, 3 bedroom units. The average unit size is 807 square feet.
Amenities consist of a pool, sauna, exercise room, and laundry rooms. The
project sits on 2.70 acres, indicating a density of 37 units per acre.

The purchase price of $6,300,000 represents a rentable per square foot indicator
of $78.04, and a per room value of $16,406. The GIM on actual rental income is
6.5. Market rents were about 3 percent higher than actual income during the six
month marketing period. The Overall Capitalization Rate is 8.6 percent on actual
income less actual expenses adjusted for new taxes and reserves. The
cash-on-cash rate is 8.1 percent.

In comparison to the subject, a downward adjustment is required for location. As
noted, Santa Cruz rent levels are higher than those found in Salinas. For
example, a two bedroom/two bath unit at Ocean Terrace is $800-850+, or about
$l00-250 per unit higher than in Salinas. A downward adjustment of 15 percent as
based on rental differential appears reasonable. In addition, a downward
adjustment of 5 percent is made for the subject's larger size. Smaller
properties tend to sell at higher unit values because they appeal to a larger
group of buyers. Adjusting downward by 20 percent, results in an indicated
subject per unit value of $50,000 (rounded).

 Robert Saia, MAI & Associates 313 Avalon Avenue Santa Cruz, CA o (408) 458-9095
                                                                              59
<PAGE>

The Elms Apartments, Salinas, CA

Apartment Sale Number 3, at $55,655 per unit, represents Fox Creek Village, an
168-unit two-story garden complex built in 1986, located nearby the subject in
north Salinas. Although newer and superior than the subject, Sale 3 is one of
the best comparables because of its nearby proximity. Physical characteristics
are superior. Fox Creek includes a pool, tennis court, recreation building and
laundry facilities. There are 76, one bedroom units; and, 92 two bedroom units.
The average unit size is 844 square feet. Some of the units have fireplaces.
Parking is by carport stalls and open spaces. The overall quality and condition
are good.

In comparison to the subject, a downward adjustment of 15 percent is required
for appeal and amenities. Another adjustment of 10 percent is made for this
property's lower effective age and larger average unit size. Although there are
no sales in Salinas to determine whether apartment property value has increased
since the September 1994 sale date, it is logical to assume that since rents are
now somewhat higher that values are likely higher as well. Consequently, an
upward adjustment of 5 percent is made. On balance, a negative 20 percent
adjustment is required indicating a subject unit value of approximately $44,500.

Apartment Sale Number 4, at $50,634 per unit, is located south of Freeway 280
near San Jose City Community College within single family and apartment
neighborhood. the project is under San Jose Rent Control Ordinance. This is
average quality and condition. The buildings are wood frame and stucco with flat
T&G roofs built in 1964 and 1970. There are 36, studios; 264 1br/1ba units; 20,
2br/1ba units; 5, 3br/2ba; and, 6 2br/2ba units. Amenities include 2 heated
pools, poolside grills, laundry rooms, recreation room, and volleyball. Elevator
served. Units have either balcony or patio and are separately metered. Average
condition. 1.5 parking spaces per unit (166 open spaces and 331 carport).
According to selling broker Bruce Hermann with Marcus & Millichap, gross
scheduled actual income at time of sale was $2,787,000, or approximately $700
per unit per month. Actual vacancy (and stabilized vacancy) was 4.38%.
Factoring-in taxes at market (per Prop 13), total expenses were reported at
approximately $1,100,000. Net operating income is estimated at $1,565,000.
Financing consisted of a 1st from St. Paul Federal Bank of $14,850,000 (VIR) 8%,
25-yr amortization and a seller second of $556,000 @ 7%, 2 years resulting in a
total annual debt service of $1,414,297. Cash flow (after debt service) is
$150,703, indicating a cash-on-cash rate of 11.1% on the cash downpayment of
$1,354,000. The marketing time was reported at 6 months. The sale reportedly did
not involve an exchange. This sale closed in August 1995, but was negotiated
several months prior.

In comparison to the subject, a downward adjustment is required for location,
although not nearly as great as the adjustment made for Sale 1. The subject has
superior appeal, but due to the locational difference a downward adjustment of
15 percent is made. A 5 percent upward adjustment is required for market
conditions, that is, rents have moved upward over the past 1.5 years. A 5
percent upward adjustment is made for size, but offsetting this is this
comparable's larger average unit size. On balance, this sale should be adjusted
down by 10 percent. This sale indicates a potential subject unit value of
$45,500 (rounded).

 Robert Saia, MAI & Associates 313 Avalon Avenue Santa Cruz, CA o (408) 458-9095
                                                                              60
<PAGE>

The Elms Apartments, Salinas, CA

Apartment Sale Number 5, at $50,685 per unit, represents a nine building,
two-story, garden style complex of average quality. The project is located near
Highway 1 in the City of Santa Cruz. It is in a neighborhood of predominately
small bungalow single family homes built from 1930 to 1970; a new zero-lot line
SFR development is located directly across. There are 42 studio units with an
average size of 550 square feet; 60, 1br/1ba units @ 650 sf, and, 44, 2br/1ba
units of 750 sf. The rentable area is 95,100 square feet (avg. unit = 651).
There are no recreational amenities except for pool and common utility rooms.
Landscaping is extensive in some areas. One-half of the units are subsidized
housing units. At time of sale, "market" rents were $600 for studio, $750 for 1
bedrooms, and $850 for two bedrooms. The gross and net incomes are estimates
based on reported actual income per MLS listing (#369018). According to
assessor's office, some buildings had deferred maintenance, however, cost to
repair are not known.

In comparison to the subject, a downward adjustment of 15 percent is required by
this comparable's superior location. No other adjustments are made. The
indicated subject unit value, therefore, is $43,000 (rounded).

Apartment Sale Number 6, at $74,348 per unit, is located in west Santa Cruz off
Highway 1. This is a good quality walk-up garden design built in 1989. It is the
newest complex built in west Santa Cruz area. Amenities include a swimming pool
and carport parking. There are no other recreational facilities, although the
complex is within a short drive to beaches and three miles to Santa Cruz Beach &
Boardwalk (good tenant appeal). The buyer paid $300,000 in repairs and $175,000
commission, thus actual price was somewhat higher than reported above. The
property was never exposed to the open market. The higher than normal
capitalization rate is reflective of this and the extra cost to the buyer of
repairs and commission. There are 18, 1br/1ba units; 69, 2br/2ba units; and, 28,
2br/2.5 ba units. Market rents are about 3-5 % higher than actual.

In comparison to the subject, downward adjustments are required for age/appeal,
unit size, location and size. We estimate these to be 35 percent (15% location,
5% size, and 10% age/appeal, and 5% unit size). The indicated subject value per
unit from this sale is $48,000 (rounded).

Apartment Sale Number 7, at $51,200 per unit, represents an average to good
quality garden style apartment complex located in north Salinas. There are 23, 1
bedroom units and 37, 2 bedroom units. The 60 unit complex is smaller than the
subject, however, it is very similar in location. Adjusting this sale down by 10
percent for size, and upward by 5 percent for improved market conditions since
date of sale results in an indicated subject value per unit of $48,500
(rounded). Although this is a nearby comparable, because of its smaller size and
older sales date less emphasis was placed on it in the final analysis.

Apartment Sale Number 8, at $53,125 per unit, represents the sale of the
112-unit Cypress Landing Apartments in north Salinas. One of the last complexes
to have been built in Salinas, Cypress was completed in 1989. There are 12,
two-story buildings.

 Robert Saia, MAI & Associates 313 Avalon Avenue Santa Cruz, CA o (408) 458-9095
                                                                              61
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The Elms Apartments, Salinas, CA

Amenities include a pool, hot tub, weight room, tennis court and recreation
building. All units have patios or balconies, refrigerators, R/O and
dishwashers; some have fireplaces. There are 36, 1br/1ba units; and, 76 2br/2ba
units measuring between 955 to 985 square feet. Carport and open parking. The
average unit size is 899 square feet. Gross annual income at time of sale was
$925,740, and net operating income was $573,218, indicating a cap rate of 9.69%.

Normally, a 1991 sale would not be used as part of a primary sales analysis. In
this case, given the scarcity of large apartment sales in Salinas, it has been
used.

No adjustment is required for location. Cypress is newer and has superior appeal
than the subject. It is also smaller. A 20 percent downward adjustment is
reasonable for these factors. On the other hand, an upward adjustment of 5
percent is made for improved market conditions since late 1991. On balance, a
negative 15 percent adjustment is applied indicating a subject unit value of
$45,000 (rounded).

Sales Comparison Approach Summary & Conclusion

The sales analyzed in the sales comparison approach range in size from 60 to 331
spaces, and in unadjusted price from $50,634 to $74,387 per unit. After
adjustment, the sales indicated the following range of value:

  Sale 1       Sale 2        Sale 3        Sale 4        Sale 5        Sale 6
  ------       ------        ------        ------        ------        ------
  $48,000      $50,000       $44,500       $45,500       $43,000       $48,000

  Sale 7       Sale 8               Average = $46,563
  ------       ------             
  $48,500      $45,000

For one reason or another, the sales are not highly similar. They do, however,
provide a reasonably narrow range of potential subject value. The sales
consistently group around $45,000-46,000 per unit; all three sales in Salinas
sold in the low to mid-$50,000 per unit range, but all three are superior.
Consequently, a mid-range number of $45,000 is a reasonable and supportable per
unit value to apply to the subject property.

- --------------------------------------------------------------------------------
                  188 units  x   $45,000/unit   =    $8,460,000
- --------------------------------------------------------------------------------

Check for Reasonableness: Based on a market value of $8,460,000, the subject
property would have the following unit of comparison indicators:

                  Price Per Rentable SF:              $57.06
                  Price Per Room:                     $12,589
                  GIM:                                 6.25

Price Per Rentable SF: The range of the comparables is $59.11 to $85.17. The
subject falls towards the lower end of this range; consequently, the above price
appears reasonable by this method.

 Robert Saia, MAI & Associates 313 Avalon Avenue Santa Cruz, CA o (408) 458-9095
                                                                              62
<PAGE>

The Elms Apartments, Salinas, CA

Price Per Room: The range of the comparables is $14,157 to $19,344; most are in
the $14,000 to $16,000 range. The subject is at the lower end, but is not out of
line.

GIM: The subject has a high expense ratio which should be considered in
selecting the appropriate GIM. The range of the comparables is 6.01 to 7.83;
most range from 6.01 to 6.8. At 6.25, the subject is probably at the higher end
given its relatively high expense ratio as compared to the comparables. This
tends to indicate that $8,460,000 maybe too high. The Income Approach conclusion
of $7,800,000 supports this as well. At a 6 multiplier, the value is $8,100,000
(rounded) -- more in line with the Income Approach.

In conclusion, three of the four Sales Comparison Approach market-derived
indicators appear reasonable; however, the GIM approach indicates a lower value.
Consequently, the subject is valued by the Sales Comparison Approach by the
following range: $8,100,000 to $8,460,000.

 Robert Saia, MAI & Associates 313 Avalon Avenue Santa Cruz, CA o (408) 458-9095
                                                                              63
<PAGE>

The Elms Apartments, Salinas, CA

MARKETING PERIOD
- --------------------------------------------------------------------------------

The sales marketing time is the time that it should take to market and sell the
property in its "as is" condition as of the date of the appraisal. This should
not be confused with exposure time which is the amount of time necessary to
expose a property to the open market in order to achieve a sale.

Marketing time is a forward estimate of the amount of time necessary to expose a
property on the open market in order to achieve a sale from the effective date
of the appraisal.

Indications of the marketing times associated with the "as is" market value
estimates are provided by the marketing time of sale comparables, and interviews
with participants in the market. The sales marketing period is a period of time
that is reasonable in light of a given property's characteristics and market
conditions, based on certain assumptions. To our knowledge, there have been no
sales the size of the subject in the Northern Monterey County market area over
the past year. Sales from other parts of Northern California indicate that the
marketing time would be less than 6 months.

Apartment sales that have taken place over the past 24 months indicate that
marketing times rarely exceed 6 months, and usually fall between 1 to 6 months.
The length of time is not only a function of physical and locational
characteristics, but the marketing and pricing. Based on the subject
characteristics and assuming a list price close to the estimated market value,
marketing time is estimated at 2-5 months.

EXPOSURE PERIOD
- --------------------------------------------------------------------------------

USPAP requires that an estimate of reasonable exposure time be made in the
performance of an appraisal where the value being sought is "as-is".

In the USPAP, the Comment to Standards Rule 1-2(b) states:

When estimating market value, the appraiser should be specific as to the
estimate of exposure time linked to the value estimate.

The Comments to Standard Rules 2-2(a)(v) and 2-2(b)(v) state:

 ...Defining the value to be estimated requires both an appropriately referenced
definition and any comments needed to clearly indicate to the reader how the
definition is being applied [See Standards Rule 1-2(b)]...

The Statement issued by the Appraisal Standards Board is as follows:

 Robert Saia, MAI & Associates 313 Avalon Avenue Santa Cruz, CA o (408) 458-9095
                                                                              65
<PAGE>

The Elms Apartments, Salinas, CA

Reasonable exposure time is one of a series of conditions in most market value
definitions. Exposure time is always presumed to precede the effective date of
the appraisal.

Exposure time may be defined as follows: The estimated length of time the
property interest being appraised would have been offered on the market prior to
the hypothetical consummation of a sale at market value on the effective date of
the appraisal; a retrospective estimate based upon an analysis of past events
assuming a competitive and open market.

Exposure time is different for various types of real estate and under various
market conditions. It is noted that the overall concept of reasonable exposure
encompasses not only adequate, sufficient and reasonable time but also adequate,
sufficient and reasonable effort. This statement focuses on that time component.

The fact that exposure time is always presumed to occur prior to the effective
date of the appraisal is substantiated by related facts in the appraisal
process: supply/demand conditions as of the effective date of the appraisal; the
use of current cost information; the analysis of historical sales information
(sold after exposure and after completion of negotiations between the seller and
buyer); and the analysis of future income expectancy estimated from the
effective date of the appraisal.

Since there are few comparable properties to the subject that have sold in this
market area, estimating exposure time is based more on discussions with
knowledgeable real estate professionals. All of the sales with known marketing
times took less than 6 months.

The exposure time period assumes that the subject is appropriately priced and
marketed. Obviously, a list price that is significantly higher than what the
property is worth will result in a longer than typical marketing period.
Although it could be sooner or later, our best estimate of an exposure period
(based on our appraised value) is 4 months.

ALLOCATION OF FURNITURE, FIXTURES AND EQUIPMENT
- --------------------------------------------------------------------------------

For the most part, apartment in the subject region do not require significant
furniture, fixtures or equipment as part of the ongoing operation of the
property. In the case of the subject, FF&E is minimal and contributes only a
nominal value to the overall property worth. Personal property items observed on
the premises include pool equipment, furniture in the recreation/clubhouse,
office furniture and equipment (e.g., computer/printer) carts, supplies, etc.

The market value of the above is estimated at less than $15,000. Some of the
personal property items such as the computer and copier (i.e., office equipment)
would be removed upon sale. All of the comparables had similar amounts of
personal property items that were included in the sale, thus there is no need
for an adjustment.

 Robert Saia, MAI & Associates 313 Avalon Avenue Santa Cruz, CA o (408) 458-9095
                                                                              66
<PAGE>

The Elms Apartments, Salinas, CA

Although not as management intensive as a hotel, apartments require management
expertise that technically creates some (minor) going-concern value. In valuing
the subject, any going-concern/goodwill has effectively been removed by
deducting an offsite professional management fee. The net incomes estimated from
each sale comparable also had offsite management fees deducted. It is assumed
that the subject will continue to operate under professional management.

In conclusion, the estimated market value of the subject is of the real estate
only; FF&E (personal property) is nominal and any going-concern/goodwill value
would have been removed in the deduction of an offsite professional management
fee.

ASSUMPTIONS AND LIMITING CONDITIONS
- --------------------------------------------------------------------------------

The estimate of value contained herein is based upon and subject to the
following assumptions and qualifying conditions, to which the addressee shall be
deeded to consent by acceptance hereof:

It is assumed that merchantable fee simple title, free of encumbrance, is vested
in the owner of record. It is recognized that a potential purchaser would likely
consider the effect of value through consideration of the maximum conventional
financing available for the property type as of the date of value.

It is assumed that the property is subject to lawful, competent and informed
ownership and management. It is also assumed that all financial information on
the business operation is correct; errors or misstatements may have a material
impact on the appraised value. We reserve the right to make changes if such
errors or misstatements were later discovered.

It is assumed that the information supplied by the addressee as to the parcel or
parcels of real estate is correct and complete, including the legal description
as it appears in this report. The appraisers assume no responsibility for
matters of legal nature affecting the property or the title thereto, nor does
the appraisers render any opinion as to title. No attempt has been made to
render an opinion of or status of easements that may exist.

It is understood that exhibits included in this report are solely for the
purpose of assisting the reader to visualize or understand its content and are
not intended to be exact in scale or detail. It is understood that no survey has
been made to render an opinion of or status of easements that may exist.

It is understood that material contained herein which is stated to be or is
obviously furnished by others is believed to reliable but has not been verified
except as specifically stated. Such information is believed to be true and
correct; however, no responsibility for accuracy can be assumed by the
appraisers.


 Robert Saia, MAI & Associates 313 Avalon Avenue Santa Cruz, CA o (408) 458-9095
                                                                              67
<PAGE>

The Elms Apartments, Salinas, CA

We are not required to give testimony or appear in court because of having made
this appraisal, with reference to the property in question, unless arrangements
have been previously; made therefor.

The distribution of the total valuation in this report between land and
improvements applies only under the existing program of utilization. The
separate valuations of land and building must not be used in conjunction with
any other appraisal and are invalid if so used.

If this appraisal contains a valuation relating to a geographical portion of a
large parcel or tract or real estate, the value reported for such geographical
portion relates to such portion only and should not be construed as applying
with equal validity to other portions of the larger parcel or tract, and the
value of all geographical portion may or may not equal the value to the entire
parcel or tract considered as an entity.

We assume that there are no hidden or unapparent conditions of the property,
subsoil or structures which would render it more or less valuable. We assume no
responsibility for such conditions or for engineering which might be required to
discover such factors. The appraisers assume the mechanical equipment to be in
good working order unless expressed otherwise.

Unless otherwise stated in this report, the existence of hazardous materials,
which may not be present on the property, was not observed by the appraisers.
The appraisers have no knowledge of the existence of such materials on or in the
property. The appraisers, however, are not qualified to detect such substances.
The presence of substances such as asbestos, urea-formaldehyde foam insulation,
or other potentially hazardous materials may affect the value of the property.
The value estimate is predicated on the assumption that there is no such
material on or in the property that would cause a loss in value. No
responsibility is assumed for any such conditions, or for any expertise or
engineering knowledge required to discover them. The client is urged to retain
an expert in this field, if desired.

All information and comments concerning the location, neighborhood, trends,
construction quality and costs, loss in value from whatever cause, condition,
rents, or any other data of the property appraised herein represent the
estimates and opinions of the appraisers formed after an examination and study
of the property.

While it is believed the information, estimated and analysis given and the
opinions and conclusions drawn therefrom are correct, the appraisers do not
guarantee them and assumes no liability for any errors in fact in analysis or in
judgment.

Disclosure of the contents of this appraisal report (especially any conclusions
as to value), the identity of the appraisers or the firm with which they are
connected, or any reference to the Appraisal Institute, or the SRPA/MAI
designations shall not be disseminated to the public through advertising media,
public relations media, news media, sales media, or any

 Robert Saia, MAI & Associates 313 Avalon Avenue Santa Cruz, CA o (408) 458-9095
                                                                              68
<PAGE>

The Elms Apartments, Salinas, CA

other public means of communication without the prior written consent and
approval of the undersigned.

The appraisers are considered the owner of the report, and delivery of same has
been to addressee only for his specific intended real estate decision.

Certain forms, formatting and techniques contained herein are private property
and proprietary in nature. As such, they are protected under state and federal
laws covering trademarks, copyrighting, etc. Copying or re-use is strictly
prohibited without expressed written consent.

Certain information contained herein is considered "not for public knowledge"
and is provided herein "under strictest confidence." Said information shall be
used only in connection with the business decision as specifically described in
the function of the appraisal. No other use of any information contained herein
is permitted. Said information shall not be re- used, shared, disclosed, etc.,
except in accordance with the certification, limiting conditions, function and
purposes as contained herein. Any deviation from the above may subject the user
to additional legal action for invasion of privacy.

Acceptance and use of this report constitutes specific and implied consent to
all condition, limitations, etc. Further, the client shall hold harmless the
appraisers for any unpermitted use or action resulting from such use.

On appraisals subject to satisfactory completion of repairs, alterations, or new
construction, the appraisal report and value conclusions are contingent upon
completion of the improvements in a timely and workmanlike manner, and as of the
effective date of the appraisal.

Any projections in income and expenses in this report are not predictions of the
future. Instead, they are an estimate of current thinking of market participants
of what future income and expenses will be. No warranty or representation is
made that these projections will materialized.

This appraisal was prepared for Home Savings as client to be used in lending
decisions or any related business pertaining to its interest in the appraised
property. If an informational copy has been provided to the owner it should not
be utilized for other functions.

The Americans with Disabilities Act (ADA) became effective January 26, 1992. The
appraiser has not made a specific compliance survey and analysis of this
property to determine whether or not it is in conformity with the various
detailed requirements of the ADA.

 Robert Saia, MAI & Associates 313 Avalon Avenue Santa Cruz, CA o (408) 458-9095
                                                                              69
<PAGE>

The Elms Apartments, Salinas, CA

CERTIFICATION OF APPRAISAL
- --------------------------------------------------------------------------------

I certify that, to the best of my knowledge and belief:

1. The statements of fact contained in this report are true and correct.

2. The reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions, and are our personal, unbiased
professional analyses, opinions and conclusions.

3. I have no present or prospective interest in the property that is the subject
of this report, and we have no personal interest or bias with respect to the
parties involved.

4. My compensation is not contingent upon the reporting of a predetermined value
or direction in value that favors the cause of the client, the amount of the
value estimate, the attainment of a stipulated result, or the occurrence of a
subsequent event.

5. The analyses, opinions and conclusions were developed, and, this report has
been prepared, in conformity with Title XI of the Federal Financial Institutions
Reform, Recovery, and Enforcement Act of 1989 (FLRREA) and its regulations, as
well as the Code of Professional Ethics and Standards of the Professional
Conduct of the Appraisal Institute and the Uniform Standards of Professional
Appraisal Practice (USPAP) of the Appraisal Foundation and the Appraisal
Institute.

6. Robert Saia and James Barcells, SRA have made a personal inspection of the
property. Mr. Saia's General Certificate from the State of California is valid
and in good standing as of the appraisal date.

7. No one other than the undersigned prepared the analyses, conclusions, and
opinions concerning real estate that are set forth in this appraisal report. It
should be noted that James Barcells helped with the preparation of the report.

8. The use of this report is subject to the requirements of the Appraisal
Institute relating to review by its duly authorized representatives.

9. Members of the Appraisal Institute are required to meet certain continuing
education requirements. As of the date of this report, Mr. Saia have completed
the requirements of the continuing education program of the Appraisal Institute.

/s/ Robert Saia
- ----------------------
Robert Saia, MAI
OREA Cert. #AGOO3191

 Robert Saia, MAI & Associates 313 Avalon Avenue Santa Cruz, CA o (408) 458-9095
                                                                              70
<PAGE>

The Elms Apartments, Salinas, CA

                                  -- ADDENDA --

 Robert Saia, MAI & Associates 313 Avalon Avenue Santa Cruz, CA o (408) 458-9095
                                                                              71
<PAGE>

                              SUBJECT PHOTOGRAPHS

                                    [PHOTOS]
<PAGE>

                              SUBJECT PHOTOGRAPHS

                                    [PHOTOS]
<PAGE>

                             REGIONAL LOCATION MAP

                                     [MAP]
<PAGE>

                           NEIGHBORHOOD LOCATION MAP

                                     [MAP]
<PAGE>

                                   ZONING MAP

                                     [MAP]
<PAGE>

                                    PLAT MAP

                                     [MAP]
<PAGE>

                                   FLOOD MAP

                                     [MAP]
<PAGE>

                              RENTAL LOCATION MAP

                                     [MAP]
<PAGE>

                         COMPARABLE SALES LOCATION MAP

                          Map of Salinas and Vicinity

                                     [MAP]
<PAGE>

                         COMPARABLE SALES LOCATION MAP      San Jose

                                     [MAP]
<PAGE>

                         COMPARABLE SALES LOCATION MAP      Santa Cruz

                                     [MAP]
<PAGE>

market income is estimated at $2,170,200 and the actual was $1,940,052 at time
of sale. The market derived GIM is 6.29, and the market derived OAR is 9.06%
(actual OAR = 8.54%). Under San Jose Rent Control Ordinance which limits annual
rent increases to 8 percent.

Source/Confirmation: various, including public records, inspection, Comps Inc.,
Stan Jones Marcus & Millichap.

                                    [PHOTO]
<PAGE>

                             APARTMENT SALE NUMBER 2

Project Name:                      Ocean Terrace                         
                                                                         
Location:                          1630 Merrill Street, Santa Cruz       
                                                                         
Assessor's Parcel No.:             027-274-41                            
                                                                         
Grantor:                           Santa Cruz Central Investments        
                                                                         
Grantee:                           D&M Piterman                          
                                                                         
Rec. Doc. #:                       #8760321                              
                                                                         
Sales Date:                        July 12, 1996                         
                                                                         
Sales Price:                       $6,300,000                            
                                                                         
No. of Units:                      100                                   
                                                                         
Condition/Quality:                 Average+/Average+                     
                                                                         
Site Area:                         2.7 acres (37 un/ac)                  
                                                                         
Year Built:                        1972                                  
                                                                         
- --------------------------------------------------------------------------------
Value Indicators:                  Price/Unit: $63,000 Price/Room: $16,406
                                   GIM: 6.5            Price/RSF: $78.04
- --------------------------------------------------------------------------------

Stabilized NOI Est.:               $543,984

- --------------------------------------------------------------------------------
OAR:                               8.6%
- --------------------------------------------------------------------------------

Occupancy:                         100% (0 unit vacant @ time of sale)

Financing:                         New First from Home Savings (see below)

Comments:                          100 unit garden style two-story walk-up 
built in 1972. It is located in an unincorporated area of Santa Cruz County one
mile from the city limits of Santa Cruz and two miles north of Capitola Village,
a seaside tourist area. The neighborhood is predominately average quality single
family and apartments with scattering of mobilehome parks and small
retail/shopping centers. The ocean is approximately one-half mile south.
Amenities include a pool, sauna, three laundry rooms,
<PAGE>

                             APARTMENT SALE NUMBER 1

Project Name:                      Willow Garden Apartments              

Location:                          1750 Stokes Street, San Jose          
                      
Assessor's Parcel No.:             284-24-008                       
                                                                    
Grantor                            Marie Helen Pejcha Trust         
                                                                    
Grantee:                           Willow Gardens Ltd.              
                                                                    
Rec. Doc. #:                       #13330744                        

Sales Date:                        June 14, 1996

Sales Price:                       $13,650,000                    
                                                                  
No. of Units:                      186                            

Condition/Quality:                 Average+/average+                   
                                                                       
Site Area:                         6.40 acres (29.06 du/ac)            
                                                                       
Year Built:                        1971                                
 
- --------------------------------------------------------------------------------
Value Indicators:                  Price/Unit: $73,387 Price/Room: $17,773
                                   GIM: 7.04           Price/RSF: $85.17
- --------------------------------------------------------------------------------

Stabilized NOI Est.:               $1,165,752

- --------------------------------------------------------------------------------
OAR:                               8.54%
- --------------------------------------------------------------------------------

Occupancy:                         99.0% (1 unit vacant @ time of sale)  
                                                                         
Financing:                         see comments below                    

Comments:                          Average quality garden style two-story
walk-up built in 1971. Average condition and appeal. There are 162, two
bedroom/two bath units, and 24, three bedroom/2 bath units. Gross rentable area
is 163,740 sf. Zoning is R-4, high density. Located in area of apartments,
condominiums and single family homes (middle income) with commercial/retail
along major arterials. Centrally-located, close to shopping, schools, employment
and freeway access. Financing terms consisted of $10,600,000 first, and a seller
second of $1,275,000 @ 8%, 2 yrs. The buyer put down $1,775,000. The
<PAGE>

on-site manager's office, and exercise room. There are six buildings on the 2.7
acre site. Construction is wood frame and wood siding and stucco. Roofs are flat
tar and gravel. Parking is 130 spaces. All units feature AEK kitchens including
dishwashers, refrigerators, garbage disposals and R/O's. There are 32, 1br/1ba
units containing 624 sf; 40, 2br/1ba units measuring 860 sf, 12 units are
2br/1.5 ba @ 923 sf; and, 16 are 3br/2ba units @ 955 square feet. Market rents
range from $680-695 for the 1br units to $955-$980 for the 3br units. The 2 br
units range from $780 to $855. Based on market rents, the monthly gross rental
income is $79,950. Laundry income is $1,125 per month. The actual income for
January 1996 was $77,480, or 3% below market. Based on market rental income and
laundry income, gross annual income is projected (over next 12 months) at
$972,900. Deducting 4 percent for vacancy and collection loss, results in EGI of
$933,984. Expenses estimated by seller are approximately $390,000 (including
reserves), resulting in a NOI of $543,984 and a cap rate of 8.6 percent. The
Home Savings first loan has an estimated annual debt service of $416,044,
yielding cash flow of $127,939 and a cash-on-cash rate of 8.1%. reportedly, the
property was purchased by the seller in 1985 at $5,200,000 (unconfirmed).

Source/Confirmation: Home Savings of America, South Bay Equities

                                    [PHOTO]
<PAGE>

                             APARTMENT SALE NUMBER 3

Project Name:                      Fox Creek Village              
                                                                  
Location:                          196 W. Alvin Road, Salinas     
                                   
Assessor's Parcel No.:             261-631-010                       
                                                                     
Grantor:                           Sollecito                         
                                                                     
Grantee:                           Fox Creek Partners                
                                                                     
Rec. Doc. #:                       Reel 3151 pg 1419

Sales Date:                        September 24, 1994             
                                                                  
Sales Price:                       $9,350,000                     

No. of Units:                      168

Condition/Quality:                 Good/Good                      
                                                                  
Site Area:                         7.84 acres (21.43 du/ac)       
                                                                  
Year Built:                        1986                           
                                   
- --------------------------------------------------------------------------------
Value Indicators:                  Price/Unit: $55,655 Price/Room: $15,688
                                   GIM: 6.8            Price/RSF: $66.31
- --------------------------------------------------------------------------------

Stabilized NOI Est.:               $850,850

- --------------------------------------------------------------------------------
OAR:                               9.1%
- --------------------------------------------------------------------------------

Occupancy:                         96.5%

Financing:                         New loan through Bank of America

Comments:                          Well-located in north Salinas near schools
and shopping. Fox Creek consists of 76, 1br/1ba units measuring 708 sf, 24,
2br/1ba units @ 875 sf, and, 68, 2br/1ba units @ 986 sf. 36 units have wood
burning fireplaces. Units include patios or balconies, refrigerators,
microwaves, dishwashers, disposals, and laundry hook-ups. Amenities include a
pool, tennis court, and recreation room. Financing terms were not available,
although there was a first made by Bank of America at market rate and terms.
Assuming normal downpayment and market interest rate at time of sale, cash-on-
<PAGE>

96.5% cash is estimated at 9.87%. No rent control. Vacancy at time of sale was
reported at 3.5 percent. One covered parking space plus open parking.
Garden-design walk-up. 

Source/Confirmation: various, including public records, inspection. etc.

                                    [PHOTO]
<PAGE>

                             APARTMENT SALE NUMBER 4

Project Name:                      Kingdale Oaks                        
                                                                        
Location:                          1919 Fruitdale Avenue, San Jose      
                                   
Assessor's Parcel No.:             282-40-022,023                  
                                                                   
Grantor:                           Marie Helen Pejcha Trust        
                                                                   
Grantee:                           Ted & Catherine Spieker         
                                                                   
Rec. Doc. #:                       #12983233                       
                                   
Sales Date:                        August 15, 1996

Sales Price:                       $16,760,000       
                                                     
No. of Units:                      331               

Condition/Quality:                 Average/Average                       
                                                                         
Site Area:                         11.76 acres (28.15/un per ac)         

Year Built:                        1970

- --------------------------------------------------------------------------------
Value Indicators:                  Price/Unit: $50,634 Price/Room: $16,878      
                                   GIM: 6.01           Price/RSF:  $66.22       
- --------------------------------------------------------------------------------

Stabilized NOI Est.:               $1,565,000

- --------------------------------------------------------------------------------
OAR:                               9.3%
- --------------------------------------------------------------------------------

Occupancy:                         95.62% (14 units vacant @ time of sale) 
                                                                           
Financing:                         See Comments Below                      

Comments:                          Located south of Freeway 280 near San Jose 
City Community College within single family and apartment neighborhood. Close to
shopping, schools and freeway access. Zoned R24 and R4 (high density
residential). Under San Jose Rent Control Ordinance. Average quality, wood frame
and stucco buildings (flat T&G roofs) built in 1964 and 1970. There are 36,
studios; 264 1br/1ba units; 20, 2br/1ba units; 5, 3br/2ba; and, 6 2br/2ba units.
Amenities include 2 heated pools, poolside grills, laundry rooms, recreation
room, and volleyball. Elevator served. Units have either balcony or 
<PAGE>

patio and are separately metered. Average condition. 1.5 parking spaces per unit
(166 open spaces and 331 carport). According to selling broker Bruce Hermann
with Marcus & Millichap, gross scheduled actual income at time of sale was
$2,787,000. Actual vacancy (and stabilized vacancy) was 4.3 8%. Factoring-in
taxes at market (per Prop 13), total expenses were reported at approximately
$1,100,000. Net operating income is estimated at $1,565,000. Financing consisted
of a 1st from St. Paul Federal Bank of $14,850,000 (VIR) 8%, 25-yr amortization
and a seller second of $556,000 @ 7%, 2 years resulting in a total annual debt
service of $1,414,297. Cash flow (after debt service) is $150,703, indicating a
cash-on-cash rate of 11.1% on the cash downpayment of $1,354,000. The marketing
time was reported at 6 months. The sale reportedly did not involve an exchange.

Source/Confirmation: Marcus & Millichap (415) 494-8900

                                    [PHOTO]
<PAGE>

                             APARTMENT SALE NUMBER 5

Project Name:                      Hidden Creek           
                                   
Location:                          200 Button Street, Santa Cruz

Assessor's Parcel No.:             008-202-026

Grantee:                           Hidden Creek

Rec. Doc. #:                       #5547479

Sales Date:                        July 24, 1994

Sales Price:                       $7,400,000

No. of Units:                      146

Condition/Quality:                 Avg/Avg                    
                                                              
Site Area:                         3.8 acres (37 du/ac)       
                                                              
Year Built:                        1973                       
                                   
- --------------------------------------------------------------------------------
Value Indicators;                  Price/Unit: $50,685 Price/Room: $16,818
                                   GIM: 6.78           Price/RSF: $77.81
- --------------------------------------------------------------------------------

Stabilized NOI Est.:               $710,400

- --------------------------------------------------------------------------------
OAR:                               9.6%
- --------------------------------------------------------------------------------

Occupancy:                         98% (est)

Financing:                         Not available

Comments:                          Nine two-story buildings, garden style,
complex of average quality. Located near Highway 1 in City of Santa Cruz.
located in neighborhood of predominately small bungalow single family homes
built from 1930 to 1970; a new zero-lot line SFR development is located directly
across. There are 42 studio units with an average size of 550 square feet; 60,
1br/1ba units @ 650 sf, and, 44, 2br/1ba units of 750 sf. The rentable area is
95,100 square feet (avg unit = 651).There are no recreational amenities except
for pool and common utility rooms. Landscaping is extensive in some areas.
One-half of the units are subsidized housing units. At time of sale, "market"
rents were $600 for studio, $750 for 1 bedrooms, and $850 for two bedrooms. The
gross and
<PAGE>

net incomes are estimates based on reported actual income per MLS listing (#3690
18). According to assessor's office, some buildings had deferred maintenance,
however, cost to repair are not known.

Source/Confirmation: various, including public records, assessor, MLS

                                    [PHOTO]
<PAGE>

                             APARTMENT SALE NUMBER 6

Project Name:                      North Bay Apartments                
                                                                       
Location:                          41 Grandview Street, Santa Cruz     
                                                                       
Assessor's Parcel No.:             002-051-65                          
                                                                       
Grantor:                           EQR Northbay Chicago Inc.           
                                                                       
Grantee:                           Sequoia Equities                    
                                                                       
Rec. Doc. #:                       #7770608                            
                                                                       
Sales Date:                        December 1995                       
                                                                       
Sales Price:                       $8,550,000                          
                                                                       
No. of Units:                      115                                 
                                                                       
Condition/Quality:                 Good/Good                           
                                                                       
Site Area:                         5.17 (22.2 du/ac)                   
                                                                       
Year Built:                        1989                                
                                   
- --------------------------------------------------------------------------------
Value Indicators:                  Price/Unit: $74,348 Price/Room: $19,344
                                   GIM: 6.11            Price/RSF: $81.88 
- --------------------------------------------------------------------------------

Stabilized NOI Est.:               $867,825

- --------------------------------------------------------------------------------
OAR:                               10.15%
- --------------------------------------------------------------------------------

Occupancy:                         100% (no vacancy at time of sale)

Financing:                         $2,425,000 down, $6,300,000 first (see below)

Comments:                          Good quality walk-up garden design built in 
1989. Newest complex built in west Santa Cruz area. Located off Highway I
(Mission Street) in area of single family and apartments/condos. Above average
to good location. Buyer paid $300,000 in repairs and $175,000 commission, thus
actual price was somewhat higher than reported above. The property was never
exposed to the open market. The higher than normal capitalization rate is
reflective of this and the extra cost to the buyer of repairs and 
<PAGE>

commission. There are 18, 1br/1ba units; 69, 2br/2ba units; and, 28, 2br/2.5 ba
units. Market rents are about 3-5 % higher than actual. Amenities include a
swimming pool and carport parking. No other recreational facilities, although
the complex is within a short drive to beaches and three miles to Santa Cruz
Beach & Boardwalk. Overall good tenant appeal.

Source/Confirmation: various, including public records, broker

                                     PHOTO]
<PAGE>

                                    ]PHOTO]
<PAGE>

                             APARTMENT SALE NUMBER 7

Location:                          2186-2198 Brutus Street, Salinas      
                                                                         
Assessor's Parcel No.:             253-081-015                           
                                                                         
Grantee:                           Tom Favazza                           
                                                                         
Rec. Doe. #:                       #35062                                
                                                                         
Sales Date:                        May 26, 1993                          
                                                                         
Sales Price:                       $3,072,000                            
                                                                         
No. of Units:                      60                                    
                                                                         
Condition/Quality:                 Good/Good                             
                                                                         
Site Area:                         1.8+/- ac (33 du ac)                  
                                                                         
Year Built:                        1988+/-                               

- --------------------------------------------------------------------------------
Value Indicators:                  Price/Unit: $51,200 Price/Room: $14,157   
                                   GIM: 7.83           Price/RSF: $61.46     
- --------------------------------------------------------------------------------

Stabilized NOI Est.:               $242,445

- --------------------------------------------------------------------------------
OAR:                               7.9%
- --------------------------------------------------------------------------------

Occupancy:                         Not available

Financing:                         Not available

Comments:                          Average to good garden style complex located 
off N. Main Street in north Salinas. Close to shopping, schools, and freeway
access. There are 23, 1br/1ba units, and 37 2br/2a units. Total rentable area is
49,980 sf. Average unit size is 833 sf. Market income at time of sale was
estimated at $392,445. Vacancy and expenses were estimated at $150,000,
resulting in an estimated NOI of $242,445 (7.9% cap rate).

Source/Confirmation: public records, damar
<PAGE>

                                    [PHOTO]
<PAGE>

                             APARTMENT SALE NUMBER 8

Project Name:                      Cypress Landing Apartments     
                                                                  
Location:                          552 Rico Street, Salinas       
                                   
Assessor's Parcel No.:             261-201-018               
                                                             
Grantee:                           William Lewis             
                                   
Rec. Doc. #:                       Reel 2692 pg: 0774

Sales Date:                        November 1991              
                                                              
Sales Price:                       $5,950,000                 
                                                              
No. of Units:                      112                        

Condition/Quality:                 Good/Good                   
                                                               
Site Area:                         6 acres (18.7du/ac)         

Year Built:                        1989

- --------------------------------------------------------------------------------
Value Indicators                   Price/Unit: $53,125 Price/Room: $14,442
                                   GIM: 6.4            Price/RSF: $59.11
- --------------------------------------------------------------------------------

Stabilized NOI Est.:               $573,218

- --------------------------------------------------------------------------------
OAR                                9.69%
- --------------------------------------------------------------------------------

Occupancy:                         2.7% ( 3 units vacant @ time of sale)

Financing:                         All cash to seller

Comments:                          Two story, garden style apartment complex of
good quality and condition, built in 1989. One of the last apartment complexes
to have been built in the north Salinas area. Close to shopping, schools and
freeway access. 12, two-story buildings. Amenities include pool, hot tub, weight
room, tennis court and recreation building. All units have patios or balconies,
refrigerators, R/O and dishwashers; some have fireplaces. There are 36, 1br/1ba
units; and, 76 2br/2ba units measuring between 955 to 985 square feet. Carport
and open parking. No rent control. 899 sf average unit size.
<PAGE>

                               [MAP OF APARTMENTS]
<PAGE>

                                  SKETCH ADDENDUM               File RNNS2.SKE.
- --------------------------------------------------------------------------------
Borrower/Client J.H. Real Estate Partners
         -----------------------------------------------------------------------
Property Address 424 Noice Drive
         -----------------------------------------------------------------------
City        Salinas         County Monterey     State CA   Zip Code 93906
   -------------------------      ---------------   --------      --------------
Lender   NationsBank of Texas
   -----------------------------------------------------------------------------
Remarks Improvement Plat
- --------------------------------------------------------------------------------


                                  [FLOORPLAN]

                            TYPICAL 2BR/1BA FLOORPLAN

                                     875 sf
<PAGE>

                                  SKETCH ADDENDUM               File RNNS2.SKE.
- --------------------------------------------------------------------------------
Borrower/Client J.H. Real Estate Partners
         -----------------------------------------------------------------------
Property Address 424 Noice Drive
         -----------------------------------------------------------------------
City        Salinas         County Monterey     State CA   Zip Code 93906
   -------------------------      ---------------   --------      --------------
Lender   NationsBank of Texas
   -----------------------------------------------------------------------------
Remarks Improvement Plat
- --------------------------------------------------------------------------------

                                  [FLOORPLAN]

                            TYPICAL 1Br/1BA FLOORPLAN

                                     672 sf
<PAGE>
                                                     

09/28/96                LINCOLN RESIDENTIAL MGMT SERVICES             Page 1

12:15 pm                           Cypress/Elm                        ID 3:6:1

                                    All Units

======== Unit Profile ====  ============= Scheduled vs. Actual Rent ======   
  I.D. Type           SqFt     Amount        /SqFt       Amount      /SqFt  
===== ============ =======  =========        =====    =========    =======    
   1C AC.1            672      575.00        0.856       550.00      0.818   
                                                                             
   1E AE.1            672      575.00        0.856       515.00      0.766   
                                                                             
   2C AC.2            672      575.00        0.856       575.00      0.856   
                                                                             
   2E AE.2            672      575.00        0.856       550.00      0.818   
                                                                             
   3C AC.1            672      575.00        0.856       535.00      0.796   
                                                                             
   3E AE.1            672      575.00        0.856       535.00      0.796   
                                                                             
   4C AC.2            672      575.00        0.856       550.00      0.818   
                                                                             
   4E AE.2            672      575.00        0.856       575.00      0.856   
                                                                             
   5C AC.1            672      575.00        0.856       550.00      0.818   
                                                                             
   5E AE.1            672      575.00        0.856       515.00      0.766   
                                                                             
   6C AC.2            672      575.00        0.856       535.00      0.796   
                                                                             
   6E AE.2            672      575.00        0.856       535.00      0.796   
                                                                             
   7C AC.1            672      575.00        0.856       575.00      0.856   
                                                                             
   7E AE.1            672      550.00        0.856       575.00      0.856   
                                                                             
   8C AC.2            672      575.00        0.856       575.00      0.856   
                                                                             
   8E AE.2            672      575.00        0.856       515.00      0.766   
                                                                             
   9C AC.1            672      575.00        0.856       5OO.00      0.744   
                                                                             
   9E AE.1            672      575.00        0.856       575.00      0.856   
                                                                             
   lOC AC.2           672      575.00        0.856       515.00      0.766   
                                                                             
   10E AE.2           672      575.00        0.856       515.00      0.766   
                                                                             
   11C AC.1           672      575.00        0.856       475.00      0.707   
                                                                             
   11E AE.1           672      575.00        0.856       575.00      0.856   
                                                                             
   12C AC.2           672      575.00        0.856       550.00      0.818   
                                                                             
   12E AE.2           672      575.00        0.856       515.00      0.766   
                                                                             
   13C AC.1           672      575.00        0.856       535.00      0.796   
                                                                             
   13E AE.1           672      575.00        0.856       510.00      0.759   
                                                                             
   14C AC.2           672      575.00        0.856       550.00      0.818   
                                                                             
   14E AE.2           672      575.00        0.856       515.00      0.766   
                                                                             
   15C AC.1           672      575.00        0.856       535.00      0.796   
                                                                             
   15E AE.1           672      575.00        0.856       515.O0      0.766   
                                                                             
   16C AC.2           672      575.00        0.856       525.00      0.781   
                                                                             
   16B AE.2           672      575.00        0.856       575.00      0.856   
                                                                             
   17C AC.1           672      575.00        0.856       515.00      0.766   
                                                                             
   17E AE.1           672      575.00        0.856       515.00      0.766   
                                                                             
   18C AC.2           672      575.00        0.856       482.00      0.717   
                                                                             
   18E AE.2           672      575.00        0.856       515.00      0.766   
                                                                             
   19C AC.1           672      575.00        0.856       575.00      0.856  
                                                                             
   19E AE.1           672      575.00        0.856       515.00      0.766   
                                                                             
   20C AC.2           672      575.00        0.856       575.00      0.856   
                                                                             
   20B AB.2           672      575.00        0.856         0.00      0.000   
                                                                             
   21C BC.1SPEC       675      675.00        0.771       725.00      0.829   
                                                                             
   21E BE.1           875      695.00        0.794       600.00      0.686   
                                                                             
   22C BC.2           875      695.00        0.794       665.00      0.760   
                                                                             
   22E BE.2           875      695.00        0.794       675.00      0.771   
                                                                             
   23C BC.1           875      695.00        0.794       665.00      0.760   
                                                                             
   23E BE.1           875      695.00        0.794       710.00      0.811   
                                                                             
   24C BC.2           875      695.00        0.794       700.00      0.800   
                                                                             
   24E BE.2           875      695.00        0.794         0.00      0.000   
                                                                             
   25C BC.1           875      695.00        0.794       635.00      0.726    
                                                                     

=====================    =Moved==       =====Current Lease=====   =Escrow  YNAD
Current Lease               In          Begin          End        Deposit  Stat
=====================    ========       ========       ========   =======  ====

Beazley Carolyn          04/22/96       03/01/96       04/30/97    375.00  Y --
                                                                           
Gonzales, Rafeela        08/04/94       08/04/94       05/31/97    375.00  Y --
                                                                               
Harris, Leslie           08/22/96       08/22/96       06/21/97    375.00  Y --
                                                                               
Simpson, Gene            12/01/94       06/13/95       12/11/95    375.00  Y --
                                                                               
Thune, Michael           01/29/96       01/29/96       01/28/97    375.00  Y --
                                                                               
Ruiz. Renato             01/30/96       01/30/96       01/29/97    410.00  Y --
                                                                               
Beluan, Salvadore        03/15/96       03/15/96       03/14/97    375.00  Y --
                                                                               
Glenn, April             06/23/96       08/23/96       02/22/97    375.00  Y --
                                                                               
Brown, Loyd Dean &       07/01/93       07/01/93       04/30/97    325.00  Y --
                                                                               
Williams Jr., Georg      07/16/88       06/01/96       05/31/97    350.00  Y --

Scherz, Ruth             01/01/96       10/01/96       04/30/97    375.00  Y --
                                                                             
Smith, Jeanette          02/01/96       02/01/96       12/31/96    375.00  Y --
                                                                             
Politron, Berta          05/07/96       05/07/96       02/06/97    375.00  Y --
                                                                             
Ceja, Francisco          08/28/96       08/28/96       02/27/97    410.00  Y --
                                                                             
Ayon, Frank              09/14/96       10/01/96       06/29/97    375.00  Y --
                                                                             
Phillips, Della Ann      07/26/93       09/01/96       08/31/97    375.00  Y --
                                                                             
Melchor, Aurelia         06/27/94       09/01/96       06/30/97    375.00  Y --
                                                                             
Marquez, Gustavo         04/02/96       04/02/96       06/01/97    375.00  Y --
                                                                             
Owens, Martin            06/07/93       09/01/96       08/31/97    375.00  Y --
                                                                              
Luna, Alvaro M.          03/10/90       06/12/95       03/31/97    350.00  Y --
                                                                             
Hampton, Jessie M.       12/03/88       12/03/88       03/01/97    350.00  Y --
                                                                             
Herrera, Lisa            07/06/96       07/06/96       03/05/97    375.00  Y --
                                                                             
Espinoza, Jose           04/24/96       04/24/96       04/23/97    375.00  Y --
                                                                             
Herrera, Mary            01/16/95       01/16/95       05/31/97    375.00  Y --
                                                                             
GOINS, SYBEL             02/20/96       02/20/96       02/19/97    375.00  Y --
                                                                             
Bloom, Joseph            04/01/85       03/01/96       02/28/97    100.00  Y --
                                                                             
Pineda, Heracio A.       02/29/96       02/29/96       02/28/97    375.00  Y --
                                                                             
Finch, Linda             05/07/94       07/22/96       07/21/97    410.00  Y --
                                                                             
Castaneda, Norma         10/23/95       09/01/96       08/31/97    375.00  Y --
                                                                             
Palacioc, Jannie         02/22/85       07/01/96       03/30/97    325.00  Y --
                                                                             
Jimenz, Martha           09/19/95       09/01/96       05/31/97    375.00  Y --
                                                                             
Maturino, Carlos         08/28/96       09/01/96       01/29/97    375.00  Y --
                                                                             
Scott, Kenneth           05/09/95       05/01/96       04/30/97    375.00  Y --
                                                                             
Salazar, Sandra          05/06/95       05/06/95       05/31/97    376.00  Y --
                                                                             
Marr, Mary               04/12/95                                  174.00  Y --
                                                                             
Ingram, Les              11/05/91       08/01/96       01/31/97    375.00  Y --
                                                                             
Moss, Mark               06/28/96       06/28/96       06/27/97    375.00  Y --
                                                                             
Newcomb, Kathleen K      07/02/92       07/02/92       03/31/97    375.00  Y --
                                                                             
Walker, Roy              06/01/96       06/01/96       05/31/97      0.OO  Y --
                                                                               
VACANT                                                 09/27/96    375.00  N VA
                                                                               
VIGIL WENDY              09/14/95       09/01/96       06/31/97    375.00  Y --
                                                                               
Christensen, Joyce       12/30/93       09/01/96       06/30/97    375.00  Y --
                                                                               
Gutierrez, Cathy & A     01/26/96       02/01/96       01/31/97    375.00  Y --
                                                                               
Castro, Maria Ellen      01/29/96       01/29/96       01/28/97    375.00  Y --
                                                                               
Mendoza, Jesus R         08/12/95       08/12/95       01/20/97    375.00  Y --
                                                                              
Robles, James            10/06/95       10/06/95       07/31/97    375.00  Y --
                                                                               
Vargas, Raul             03/16/96       03/16/96       06/15/96    375.00  Y --
                                                                               
VACANT                                                 08/31/96      0.OO  Y VA
                                                                               
Aguilera, Guilliser      10/30/93       07/01/96       06/30/97    410.00  Y --
                                                                               
<PAGE>
                                                     
09/28/96                LINCOLN RESIDENTIAL MGMT SERVICES             Page 2

12:15 pm                           Cypress/Elm                        ID 3:6:1

                                    All Units

======== Unit Profile ====  ============= Scheduled vs. Actual Rent ====== 
  I.D. Type           SqFt     Amount        /SqFt       Amount      /SqFt  
===== ============ =======  =========        =====    =========    =======  
  25E BE.1            875      695.00        0.794       650.00      0.743   
                                                                             
  26C BC.2            875      695.00        0.794       635.00      0.726   
                                                                             
  26E BE.2            875      695.00        0.794       675.00      0.771   
                                                                             
  27C BC.1            875      695.00        0.794       695.00      0.794   
                                                                             
  27E BE.1            875      695.00        0.794       695.00      0.794   
                                                                             
  28C BC.2            875      695.00        0.794       675.00      0.771  
                                                                             
  28E BE.2            875      695.00        0.794       650.00      0.743
                                                                             
  29C BC.1            875      695.00        0.794       695.00      0.794   
                                                                             
  29E BE.1            875      695.00        0.794       575.00      0.657   
                                                                             
  3OC BC.2            875      695.00        0.794       635.00      0.726   
                                                                             
  30E BE.2            875      695.00        0.794       695.00      0.794   
                                                                             
  31C BC.1            875      695.00        0.794       635.00      0.726   
                                                                             
  3lE BE.1            875      695.00        0.794       650.00      0.743   
                                                                             
  32C BC.2            875      695.00        0.794       600.00      0.686   
                                                                             
  32E BE.2            875      695.00        0.794       635.00      0.726   
                                                                             
  33C BC.1            875      695.00        0.794       650.00      0.743   
                                                                             
  33E BE.1            875      695.00        0.794       635.00      0.726   
                                                                             
  34C BC.2            875      695.00        0.794       600.00      0.686   
                                                                             
  34E BE.2            875      695.00        0.794       635.00      0.726   
                                                                             
  35C BC.1            875      695.00        0.794       575.00      0.657   
                                                                             
  35E BE.1            875      695.00        0.794       650.00      0.743   
                                                                             
  36C BC.2            875      695.00        0.794       675.00      0.771   
                                                                             
  36E BE.2            875      695.00        0.794       700.00      0.800   
                                                                             
  37C AC.1            672      575.00        0.856       515.00      0.766   
                                                                             
  37E BE.1            875      695.00        0.794       690.00      0.789   
                                                                             
  38C AC.2            672      575.00        0.856       675.00      0.856   
                                                                             
  38E BE.2            875      695.00        0.794       635.00      0.726   
                                                                             
  39C AC.1            672      575.00        0.856       515.00      0.766   
                                                                             
  39E BE.1            875      695.00        0.794       635.00      0.726   
                                                                             
  4OC AC.2            672      575.00        0.856       515.O0      0.766   
                                                                             
  40E BE.2            875      695.00        0.794       600.00      0.686   
                                                                             
  41C AC.l            672      575.00        0.856       515.00      0.766   
                                                                             
  41E BE.1            875      695.00        0.794       635.00      0.726   
                                                                             
  42C AC.2            672      575.00        0.856       500.00      0.744   
                                                                             
  42E BE.2            875      695.00        0.794       700.00      0.800   
                                                                             
  43C AC.1            672      575.00        0.856       550.00      0.818   
                                                                             
  43E BE.l            875      695.00        0.794       635.00      0.726   
                                                                             
  44C AC.2            672      575.00        0.856       515.00      0.766   
                                                                             
  44E BE.2            875      695.00        0.794       675.00      0.771   
                                                                             
  45C AC.1            672      575.00        0.856       478.00      0.711   
                                                                             
  45E BE.l            875      695.00        0.794       695.00      0.794   
                                                                             
  46C AC.2            672      575.00        0.856       575.00      0.856   
                                                                             
  46E BE.2            875      695.00        0.794       710.00      0.811   
                                                                             
  47C AC.1            672      575.00        0.856         0.00      0.000   
                                                                             
  47E BE.l            875      695.00        0.794       635.00      0.726   
                                                                             
  48C AC.2            672      575.00        0.856       550.00      0.818   
                                                                             
  48E BE.2            875      695.00        0.794       675.00      0.771   
                                                                             
  49C AC.1            672      575.00        0.856       575.00      0.856   
                                                                             
  49E BE.1            875      695.00        0.794       710.00      0.811   


=====================    =Moved==       =====Current Lease=====   =Escrow  YNAD
Current Lease               In          Begin          End        Deposit  Stat
=====================    ========       ========       ========   =======  ====

Espitia, Miguel          12/09/95       12/09/95       08/08/96    375.00  Y --
                                                                               
Angelo, Kevin            02/18/95       07/01/96       06/30/97    375.00  Y --
                                                                               
Barajae, Gueatvo &       05/19/96       05/19/96       05/18/97    375.00  Y --
                                                                               
Alonzo, Maricela         09/10/96       09/13/96       04/12/97    410.00  Y --
                                                                               
Simons Waldo & And       07/27/96       07/29/96       01/26/97    375.00  Y --
                                                                               
Lopez, Gabriela          01/01/96       01/01/96       12/31/96    375.00  Y --
                                                                               
Aboytea, Lupe & Cea      05/01/95       05/01/95       12/13/96    375.00  Y --
                                                                               
Torrez, Carlo.           07/08/94       04/18/95       07/12/97    375.00  Y --
                                                                               
Fitzell, Chet            05/01/95       05/01/95       12/31/99      0.00  Y --
                                                                               
Pulido, Edmundo & R      02/23/93       08/01/96       07/31/97    375.00  Y --
                                                                               
Daubenepeck, Bruno       04/14/92       06/17/95       06/16/96    375.00  Y --
                                                                               
Alston, Leroy & Mic      11/12/79       06/01/96       05/31/97    100.00  Y --
                                                                               
GUEVANA, GRISELDA        01/01/96       01/01/96       12/31/96    375.00  Y --
                                                                               
Garza, Conception        11/18/94       09/01/96       03/31/97    375.00  Y --
                                                                               
Aguier, Marie            10/11/94       08/07/95       07/31/97    375.00  Y --
                                                                               
Torres, Maria E          09/14/95       09/01/96       06/30/97    375.00  Y OL
                                                                               
Trinidad, Geraldo &      02/01/95       08/01/96       01/31/97    410.00  Y --
                                                                               
Childs, Sharon           03/28/91       08/01/95       08/31/97    375.00  Y --
                                                                               
Barajas, Genoveva        11/07/94       06/17/95       05/31/97    375.00  Y --
                                                                               
Winston, Julie & La      03/10/87                                  350.00  Y --
                                                                               
Juarez, Diana            04/14/95       03/01/96       04/28/97    410.00  Y --
                                                                               
GERMAN, Felix            07/15/95       08/01/96       07/31/97    375.00  Y --
                                                                               
Zamora, Pedro            04/27/96       04/27/96       07/26/97    375.00  Y --
                                                                               
Mendez, Martha           03/01/95       03/01/95       02/28/97    375.00  Y --
                                                                               
Roblee, George           07/08/96       07/08/96       07/07/97    375.00  Y --
                                                                               
Bower, Elizabeth         07/05/96       07/05/96       08/04/97    375.00  Y --
                                                                               
Austin, Sally            05/19/95       07/01/96       06/30/97    375.00  Y --
                                                                               
Cendejas, Virginia       04/15/92       07/01/96       06/30/97    445.00  Y --
                                                                               
Isamore, Andrew          02/14/95       09/01/96       08/31/97    375.00  Y --
                                                                               
Macaraeg, Michael J      02/28/94       02/28/94       08/31/97    375.00  Y --
                                                                               
Tomasini, Icabelle       09/27/95       09/01/96       05/31/97    375.00  Y --
                                                                               
Costa, Stan & Carol      02/14/95       02/14/95       03/31/97    375.00  Y --
                                                                               
Kohl, Barbara            08/02/94       08/02/94       03/31/97    375.00  Y --
                                                                               
Perez, Zaida             10/10/94       09/01/96       06/30/97    375.00  Y --
                                                                               
Blas, Luis               03/22/96       03/22/96       06/21/96    375.00  Y --
                                                                               
Lopez, Alexandra         06/13/94       10/01/96       06/30/97    410.00  Y --
                                                                               
Ornelas, Sara            08/06/92       08/06/92       03/31/97    375.00  Y --
                                                                               
Mendoza, Maria           10/01/94       08/01/96       07/31/97    375.00  Y --
                                                                               
King, Kenneth P          03/13/96       03/13/96       03/12/97    750.00  Y --
                                                                               
Sekulo, Lorene           11/28/90       06/23/95       12/31/96    375.00  Y --
                                                                               
Lopez, Rick              09/12/96       09/12/96       04/11/97    375.00  Y --
                                                                               
Felix, Francisco         06/08/96       06/08/96       06/07/97    375.00  Y --
                                                                               
Matthews, David G        08/28/96       08/28/96       02/27/97    375.00  Y --
                                                                               
VACANT                                                 09/26/96    375.00  N VA
                                                                               
Ruloph, Lorraine &       09/04/87       07/24/96       07/23/97    350.00  Y --
                                                                               
Sweatman, Don            02/24/96       02/24/96       02/23/97    375.00  Y --
                                                                               
Meec, Andrew             03/19/96       03/19/96       03/19/97    375.00  Y --
                                                                               
Zamora, Antonio          03/17/96       03/17/96       06/30/97    375.00  Y --
                                                                               
Lopez, Enrique           08/22/96       08/22/96       02/21/97    375.00  Y --
                                                                          
<PAGE>

09/28/96                LINCOLN RESIDENTIAL MGMT SERVICES             Page 3

                                    All Units

======== Unit Profile ====  ============= Scheduled vs. Actual Rent ======    
  I.D. Type           SqFt     Amount        /SqFt       Amount      /SqFt  
===== ============ =======  =========        =====    =========    =======      
  50C AC.2            672      575.00        0.856       550.00      0.818   
                                                                             
  50E BE.2            875      695.00        0.794       635.00      0.726   
                                                                             
  51C AC.1            672      575.00        0.856       500.00      0.744   
                                                                             
  51E BE.1            875      695.00        0.794       635.00      0.726   
                                                                             
  52C AC.2            672      575.00        0.856       550.00      0.818   
                                                                             
  52E BE.2            875      695.00        0.794       650.00      0.743  
                                                                             
  53C AC.1            672      575.00        0.856       515.00      0.766
                                                                             
  53E.BE.1            875      695.00        0.794       635.00      0.726   
                                                                             
  54C AC.2            672      575.00        0.856       575.00      0.866   
                                                                             
  54E BE.2            875      695.00        0.794       635.00      0.726   
                                                                             
  55C AC.1            672      575.00        0.856       575.00      0.856   
                                                                             
  55E BE.1            875      695.00        0.794       675.00      0.771   
                                                                             
  56C AC.2            672      575.00        0.856       515.00      0.766   

  56E BE.2            875      695.00        0.794       695.00      0.794   
                                                                             
  57C Bc.2            875      695.00        0.794       600.00      0.686   

  57E BE.1            875      695.00        0.794       635.00      0.726   
                                                                             
  58C BC.2            875      695.00        0.794       635.00      0.726   
                                                                             
  58E BE.2            875      695.00        0.794       675.00      0.771   
                                                                             
  59C BC.1            875      695.00        0.794       695.00      0.794   
                                                                             
  59E BE.1            875      695.00        0.794       635.00      0.726   
                                                                             
  60C BC.2            875      695.00        0.794         0.00      0.000   
                                                                             
  60E BE.2            875      695.00        0.794       650.00      0.743   
                                                                             
  61C.BC.1            875      695.00        0.794         0.00      0.000   
                                                                             
  61E BE.1            875      695.00        0.794       635.00      0.726   
                                                                             
  62C BC.2            875      695.00        0.794       675.00      0.771   
                                                                             
  62E BE.2            875      695.00        0.856       675.00      0.771   
                                                                             
  63C BC.1            875      695.00        0.794       635.00      0.726   
                                                                             
  63E BE.1            875      5695.00        0.856      635.00      0.726   
                                                                             
  64C BC.2            875      695.00        0.794       600.00      0.686   
                                                                             
  64E BE.2            875      695.00        0.856       575.00      0.657   
                                                                             
  65C BC.1            875      695.00        0.794       635.00      0.726   
                                                                             
  65E BE.1            672      695.00        0.856       635.O0      0.726   
                                                                             
  66C BC.2            875      695.00        0.794       635.00      0.726   
                                                                             
  66E BE.2            672      695.00        0.856       600.00      0.686   
                                                                             
  67C BC.1            875      695.00        0.794       695.00      0.794   
                                                                             
  67E BE.1            875      695.00        0.794       675.00      0.771   
                                                                             
  68C BC.2            875      695.00        0.794       635.00      0.726   
                                                                             
  68E BE.2            875      695.00        0.794       695.00      0.794   
                                                                             
  69C BC.1            875      695.00        0.794       660.00      0.743   
                                                                             
  69E BE.1            875      695.00        0.794       675.00      0.771   
                                                                             
  70C BC.2            875      695.00        0.794       635.00      0.726   
                                                                             
  70E BE.2            875      695.00        0.794       575.00      0.657   
                                                                             
  71C BC.1            875      695.00        0.794       675.00      0.771   
                                                                             
  71E BE.1            875      695.00        0.794       600.00      0.686   
                                                                             
  72C BC.2            875      695.00        0.794       710.00      0.811   
                                                                             
  72E BE.2            875      695.00        0.794       700.00      0.800   
                                                                             
  73C BC.1            875      695.00        0.794       635.00      0.726   
                                                                             
  73E BE.1            875      695.00        0.794       675.00      0.771   
                                                                             
  74C BC.2            875      695.00        0.794         0.00      0.000


=====================    =Moved==       =====Current Lease=====   =Escrow  YNAD
Current Lease               In          Begin          End        Deposit  Stat
=====================    ========       ========       ========   =======  ====

Eapitia, Miguel          12/09/95       12/09/95       08/08/96    375.00  Y --
                                                                               
Hernandez, Jose & B      03/23/96       03/23/96       03/22/97    375.00  Y --
                                                                               
Perez, Isabel            08/21/93       08/21/93       03/31/97    375.00  Y -- 
                                                                               
Espinoza, Jesus          04/08/95       09/01/96       03/31/97    375.00  Y -- 
                                                                               
Murillo, Juan            12/07/94       07/01/96       06/30/97    375.00  Y -- 
                                                                               
Elanor, Narvey           07/01/94       07/01/94       06/30/97    375.00  Y -- 
                                                                               
Soto, Julia   Dima       01/27/96       01/27/96       03/16/97    375.00  Y -- 
                                                                               
Herrington, Tina         08/22/92                                  375.00  Y -- 
                                                                               
Moreno, Salomon          10/12/94       06/16/95       02/28/97    375.00  Y -- 
                                                                               
Renteria, Abraham        07/30/96       07/30/96       12/29/96    375.00  Y -- 
                                                                               
Amonoo, Kevin Ababi      03/16/93       06/03/96       05/31/97    375.00  Y -- 
                                                                               
Sanchez, Gerardo         04/08/96       04/08/96       06/07/97    375.00  Y -- 
                                                                               
Burpo, Norma             11/23/84       10/01/96       04/30/97    325.00  Y -- 
                                                                               
Hata, Yuichiro           12/01/93       06/01/96       05/31/97    410.00  Y -- 
                                                                               
Guevara, Velentine       07/08/96       07/08/96       07/07/97    410.00  Y -- 
                                                                               
Brown, Barbara           05/23/93       09/01/96       07/31/97    375.00  Y -- 
                                                                               
Ultreras, Rosalio &      10/01/93       10/01/93       05/31/97    375.00  Y -- 
                                                                               
Saldana, Ramon & An      02/25/94       06/28/95       07/31/97    410.00  Y -- 
                                                                               
Miller, Amy France       03/01/96       03/01/96       02/28/97    375.00  Y -- 
                                                                               
Gonzalez, Ramiro &       09/02/96       09/02/96       04/01/97    375.00  Y -- 
                                                                               
Perez, Michaela          07/01/95       08/01/96       08/08/97    375.00  Y -- 
                                                                               
VACANT/ PRELEASED                                      09/16/96      0.00  Y VL 
                                                                               
Buell, Maria             01/01/96       09/01/96       05/31/97    375.00  Y -- 
                                                                               
VACANT/ PRELEASED                                      09/15/96      0.00  Y VL
                                                                               
Marr, Martin Lee         11/27/91       05/01/96       04/30/97    375.00  Y -- 
                                                                               
Davis, Kellie            11/01/95       08/01/96       01/31/97    300.00  Y -- 
                                                                               
Vargas, Armondo          04/05/96       04/05/96       04/04/97    375.00  Y -- 
                                                                               
Grant, Sandra            06/28/91       09/01/96       08/31/97    375.00  Y -- 
                                                                               
Ramos, Miguel            05/20/95       05/01/96       04/30/97    375.00  Y -- 
                                                                               
Lacinto, Buezo           05/06/95       09/01/96       06/30/97    410.00  Y -- 
                                                                               
White, Gennetta          12/15/94       12/15/94       06/30/95    375.00  Y -- 
                                                                               
Zamora, Juventino        03/28/95       03/28/95       04/30/97    375.00  Y -- 
                                                                               
Carillo, Benjamin        04/20/95       04/20/95       04/30/97    375.00  Y -- 
                                                                               
Konen, Carol             07/09/95       07/14/95       02/28/97    375.00  Y -- 
                                                                               
Thompson, Debrah         01/16/91       09/01/96       06/30/97    375.00  Y -- 
                                                                               
Robles, Betty            09/14/96       09/19/96       07/17/97    375.00  Y -- 
                                                                               
Hernandez, Gabriel       11/11/95       11/11/95       08/31/97    375.00  Y -- 
                                                                               
Pena, Rosie              09/15/94       07/01/96       06/30/97    375.00  Y    
                                                                               
Olvra, Marco             04/01/96       04/01/96       02/02/97    850.00  Y -- 
                                                                               
Duran, Jorge             12/01/95       12/01/95       09/30/96    375.00  Y -- 
                                                                               
Chun, Kyung Soon         03/26/96       03/26/96       03/21/97    375.00  Y -- 
                                                                               
Shin, Yoo & Nam          05/13/88       06/01/96       05/31/97    350.00  Y -- 
                                                                              
Ascencio, Sandra &       02/21/95                      01/31/97    135.00  Y -- 
                                                                               
Tamayo, Carmen           03/22/96       03/22/96       03/21/97    375.00  Y -- 
                                                                               
Rice, Terry Melvin       03/04/94       09/01/96       08/31/97    410.00  Y -- 
                                                                               
Pee, Karen               08/30/96       08/30/96       02/27/97    375.00  Y -- 
                                                                               
Amaya, Efrain            04/23/96       04/23/96       07/22/96    375.00  Y -- 
                                                                               
Robinson, Richard &      06/01/94       07/01/96       05/31/97    375.00  Y -- 
                                                                               
Sanchez, Maria Ange      05/09/94       06/23/95       06/22/96    375.00  Y -- 
                                                                               
VACANT/PRELEASED                                       09/15/96      0.00  Y VL 
                                                                               
<PAGE>

09/28/96                LINCOLN RESIDENTIAL MGMT SERVICES             Page 4

                                  Cypress/Elm                         ID 3.6.1

                                   All Units

======== Unit Profile ====  ============= Scheduled vs. Actual Rent ======      
  I.D. Type           SqFt     Amount        /SqFt       Amount      /SqFt  
===== ============ =======  =========        =====    =========    =======     

  74E BE.2            875      695.00        0.794       675.00      0.771   
                                                                             
  75C BC.1            875      695.00        0.794       635.00      0.726   
                                                                             
  75E BE.1            875      695.00        0.794       575.00      0.657   
                                                                             
  76C BC.2            875      695.00        0.794       635.00      0.726   

  76E BE.2            875      695.00        0.794       635.00      0.726   
                                                                             
  77C BC.1            875      695.00        0.794       625.00      0.714   
                                                                             
  77E BE.1            875      695.00        0.794       635.00      0.726  
                                                                             
  78C BC.2            875      695.00        0.794       635.00      0.726
                                                                             
  78E BE.2            875      695.00        0.794       635.00      0.726   
                                                                             
  79C BC.1            875      695.00        0.794       695.00      0.794   
                                                                             
  79E AE.1            672      575.00        0.856       515.00      0.766   
                                                                             
  80C BC.2            875      695.00        0.794       675.00      0.771   
                                                                             
  80E AE.2            672      575.00        0.856       550.00      0.818   

  81C BC.1            875      695.00        0.794       635.00      0.726   
                                                                             
  81E AE.1            672      575.00        0.856       515.00      0.766   

  82C BC.2            875      695.00        0.794       635.00      0.726   
                                                                             
  82E AE.2            672      575.00        0.856       575.00      0.856   

  83C BC.1            875      695.00        0.794       650.00      0.743   
                                                                             
  83E AE.1            672      575.00        0.856       579.00      0.856   
                                                                             
  84C BC.2            875      695.00        0.794       635.00      0.726   
                                                                             
  84E AE.2            672      575.00        0.856       515.00      0.766   
                                                                             
  85C BC.1            875      695.00        0.794       695.00      0.794   
                                                                             
  85E AE.1            672      575.00        0.856       515.00      0.766   
                                                                             
  86C BC.2            875      695.00        0.794       650.00      0.743   
                                                                             
  86E AE.2            672      575.00        0.856       575.00      0.856   
                                                                             
  87C BC.1            875      695.00        0.794       635.00      0.726   
                                                                             
  87E AE.1            672      575.00        0.856       515.00      0.766   
                                                                             
  88C BC.2            875      695.00        0.794       635.00      0.726   
                                                                             
  88E AE.2            672      575.00        0.856       575.00      0.856   
                                                                             
  89C BC.1            875      695.00        0.794       650.00      0.743   
                                                                             
  89E AE.1            672      575.00        0.856       535.00      0.796   
                                                                             
  90C BC.2            875      695.00        0.794       650.00      0.743   
                                                                             
  90E AE.2            672      575.00        0.856       575.00      0.856   
                                                                             
  91B AE.1            672      575.00        0.856         0.O0      0.000   
                                                                             
  92E AE.2            672      575.00        0.856       575.00      0.856   
                                                                             
  93E AE.1            672      575.00        0.856       575.00      0.856   
                                                                             
  94E AE.2            672      575.00        0.856       575.00      0.856   
                                                                             
  95E AE.1            672      575.00        0.856       515.00      0.766   
                                                                             
  96E AE.2            672      575.00        0.856       550.00      0.818   
                                                                             
  97E AE.1            672      575.00        0.856       515.00      0.766   
                                                                             
  98E AE.2            672      575.00        0.856       575.00      0.856   
  
===== ============ =======  =========    =========    =========    =======     

TOTAL:        188   141260  121040.00        0.816    109200.00      0.765
===== ============ =======  =========        =====    =========    =======     

     
=====================    =Moved==       =====Current Lease=====    =Escrow YNAD
Current Lease               In          Begin          End         Deposit Stat
=====================    ========       ========       ========   ======== ====

Thune, Debra             01/30/96       02/01/96       01/31/97     785.00 Y -- 
                                                                                
Camacho, Joel & San      02/25/94       09/01/96       06/30/97     410.00 Y -- 
                                                                                
Leon, Ivonne & Lee,      02/02/95                                   410.00 Y -- 
                                                                                
Patterson, Gertrude      12/07/86       08/01/96       01/31/97     350.00 Y -- 
                                                                                
Martinez, Dionicia       06/03/94       07/24/96       07/23/97     375.00 Y -- 
                                                                                
Baez, Angelina           08/16/95       08/16/95       08/15/96     158.00 Y -- 
                                                                                
Torres, Larry & Hor      09/13/94       08/01/95       08/01/97     375.00 Y -- 
                                                                                
Garrett, Peggy           10/02/95       01/13/95       02/28/97     375.00 Y -- 
                                                                                
Harris, Jene & Tova      10/08/94       10/08/94       04/07/95     375.00 Y -- 
                                                                                
Hernandez, Jose          06/08/96       06/01/96       02/07/97     785.00 Y -- 
                                                                                
Heroandez, Guadalup      02/25/94       08/01/96       01/31/97     375.00 Y -- 
                                                                                
Sanchez, Lourdes &       02/09/96       02/09/96       02/08/97     410.00 Y -- 
                                                                                
Ramos, Jesus             03/09/96       03/09/96       03/08/97     375.00 Y -- 
                                                                                
Mendoz, Esperanza        04/01/95       06/13/95       06/30/97     410.00 Y -- 
                                                                                
Martinez, Hilda          11/04/91       07/01/96       07/31/97     375.00 Y -- 
                                                                                
Simmons, Laurice         04/11/95       07/01/96       06/30/97     375.00 Y -- 
                                                                                
Barron, Jose             08/20/96       08/20/96       02/19/97     375.00 Y -- 
                                                                                
Perez, Tiburcio          01/01/96       09/01/96       03/31/97     375.00 Y -- 
                                                                                
Johnson, Timothy W.      08/16/96       08/16/96       02/15/97     375.00 Y -- 
                                                                                
Sotelo, Bill             08/15/89       09/01/96       08/31/97     350.00 Y -- 
                                                                                
Manriquez, Ana B.        04/11/94       06/23/95       04/30/97     375.00 Y -- 
                                                                                
Gonzalez, Ricardo &      09/06/96       09/06/96       04/05/97     375.00 Y -- 
                                                                                
Schehl, Phyllis V.       04/19/89       06/23/95       06/30/97     350.00 Y -- 
                                                                                
Rios, Maria              01/07/96       01/15/96       01/06/97     375.00 Y -- 
                                                                                
Ascencio, Elias          12/01/95       12/01/95       02/02/97     475.00 Y -- 
                                                                                
Williams, Raymond        06/14/86       07/15/96       07/14/97     350.00 Y -- 
                                                                                
Tapia, Jessie            09/16/94       08/01/96       02/28/97     375.00 Y -- 
                                                                                
Gray, Letricia           07/19/91       06/01/96       05/31/97     375.00 Y -- 
                                                                                
Doyle, Casey             09/23/96       09/23/96       04/22/97     375.00 Y -- 
                                                                               
Mungia, Elena M          11/09/95       11/10/95       11/09/96     375.00 Y -- 
                                                                                
Rocha, Maria             01/01/96       01/01/96       09/30/96     750.00 Y OL 
                                                                                
Harris, Cedra            08/10/95       09/03/96       04/02/97     375.00 Y -- 
                                                                                
Ortega, Juan             06/28/96       06/28/96       06/27/97     375.00 Y -- 
                                                                                
VACANT                                                 09/03/96       0.00 Y VA 
                                                                                
Gonzales, Paul & Li      07/14/96       07/15/96       07/14/97     375.00 V -- 
                                                                                
Edeza, Myrna             07/28/96       07/28/96       04/27/97     410.00 V -- 
                                                                                
Clara, Flor              08/09/96       08/09/96       03/08/97     375.00 V -- 
                                                                                
Rapoport, Zelia          02/07/95       09/01/95       08/31/97     375.00 V -- 
                                                                                
Yang, Jing               06/18/95       06/15/95       02/17/96     375.00 V -- 
                                                                                
Villarta, Carmela        08/20/81       06/01/96       05/31/97     150.00 V -- 
                                                                                
Askins, Jim              08/10/96       08/10/96       08/09/97     375.00 V -- 
                                                                    
=====================    ========       ========       ========   ======== ====

142744 SF Occupied    
=====================    ========       ========       ========   ======== ====
<PAGE>

 
09/28/96                LINCOLN RESIDENTIAL MGMT SERVICES             Page 5

12:15 pm                           Cypress/Elm                        ID 3:6:1
                                    All Units

<TABLE>
<CAPTION>

PHYSICAL OCCUPANCY:  Occupied    Pct   Vacant    Pct    Total     OCCUPANCY PERCENT:  Excl. Off-Line  Incl. Off-Line
=================== =========  =====  ======= ======  =======     ==================  ==============  ==============

<S>                   <C>      <C>     <C>      <C>   <C>         <C>                         <C>           <C>  
   Square Footage.:   142,744  96.3%   5,516    3.7%  148,260     Incl. Vac. Leased:          97.9%         97.9%
       Unit Count.:       181  96.3%       7    3.7%      188     Excl. Vac. Leased:          96.3%         96.3%
</TABLE>


<TABLE>
<CAPTION>
       EXPOSURE TO VACANCY:   Number    Pct   MOVES/TRANSFERS:        MAKE - READY STATUS.:    Number       Pct
===========================   ======  =====   ================     ========================    ======    ======
<S>                                <C> <C>     <C>         <C>       <C>                    
   Currently Vacant Units.:        7   3.7%    Oct In.:      1         Total Vacant Units.:         7    100.0%
                                                                                           
       Less Vacant Leased.:       -3   1.6%    Oct Out.:     3          Ready To Rent (Y).:         5     71.4%
                                                                                           
 Less Occupied Pre-Leased.:       -2   1.1%                           Need Make-Ready (N).:         2     28.6%
                                                                                           
  Plus Occupied On Notice.:        8   4.3%                             Off-Line Down (D).:         0      0.0%
                                                                                           
     Occupied But Skipped.:        0   0.0%                            Off-Line Admin (A).:         0      0.0%
                              ------  -----

  Net Exposure To Vacancy.:       10   5.3%
</TABLE>


<TABLE>
<CAPTION>
     RENTAL RATES:       Occupied   /SqFt        Pct         Vacant    /SqFt      Pct           Total     /SqFt      Pct
==================   ============  ======    =======    ===========   ======   ======   =============    ======   ======
<S>                    <C>           <C>       <C>         <C>         <C>       <C>       <C>            <C>     <C>    
  Scheduled Rent.:     116,535.00    0.816     96.3%       4,505.00    0.817     3.7%      121,040.00     0.816   100.0% 
                                                                            
   Actual Status.:     109,200.00    0.765     90.2%       4,505.00    0.817     3.7%      113,705.00     0.767    93.9%
                                                                    
   Loss To Lease.:       7,335.00    0.051      6.1%
</TABLE>
                                                                           
STATUS OF UNIT TYPES, SUBTOTALED BY FIRST 8 CHARACTERS OF UNIT TYPE:
- --------------------------------------------------------------------------------
  Unit     Total   #     %      Avg.  Occup.     Total      Sch. $  Avg. $
  Type     Units  Occ. Occ.    SqFt    SqFt       SqFt       /Unit   /SqFt 
======     =====  ===  ====    ====   ======   =======   =========  ======

AC.1          20   19   95%     672    12768     13440      575.00   0.856  
                                                                            
AC.2          20   20  100%     672    13440     13440      575.00   0.856  
                                                                            
AE.1          20   19   95%     672    12768     13440      575.00   0.856  
                                                                            
AE.2          20   19   95%     672    12768     13440      575.00   0.856  
                                                                            
BC.1          24   23   96%     875    20125     21000      695.00   0.794  
                                                                            
BC.1SPEC       1    1  100%     875      875       875      675.00   0.771  
                                                                            
BC.2          25   23   92%     875    20125     21875      695.00   0.794  
                                                                            
BE.1          29   29  100%     875    25375     25375      695.00   0.794  
                                                                            
BE.2          29   28   97%     875    24500     25375      695.00   0.794  
                                                                            
=========  =====  ===  ====    ====   ======   =======   =========  ======  
                                                            
    9        188  181   96%    789    142744    148260      643.83   0.816
================================================================================

- --------------------------------------------------------------------------------
 Act. $    Rent        Sched.    Loss to   Made    Not   OffLn    OffLn 
  /Unit   /SqFt          Rent      Lease   Rdy.   Rdy.     Adm.    Down 
========  =====     =========   ========  =====  =====  ======  ======= 
                                                                        
  530.68  0.790      11500.00     842.00     0       1       0        0 
                                                                        
  542.60  0.807      11500.00     648.00     0       0       0        0 
                                                                        
  532.63  0.793      11500.00     805.00     1       0       0        0 
                                                                        
  550.00  0.818      11500.00     475.00     0       1       0        0 
                                                                        
  651.74  0.745      16680.00     995.00     1       0       0        0 
                                                                        
  725.00  0.829        675.00     -50.00     0       0       0        0 
                                                                        
  646.09  0.738      17375.00    1125.00     2       0       0        0 
                                                                        
  646.72  0.739      20155.00    1400.00     0       0       0        0 
                                                                        
  655.89  0.750      20155.00    1095.00     1       0       0        0 
                                                                        
========  =====     =========   ========  ====   =====  ======  ======= 
                                                                        
  603.31  0.765     121040.00    7335.00     5       2       0        0 

=========================================================================
<PAGE>

                                 INCOME STATEMENT
                    FOR THE 12 MONTHS ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                        MONTH                 MONTH              CURRENT              PRIOR              DOLLAR
    DESCRIPTION                         ACTUAL             PRIOR YEAR         YEAR TO DATE        YEAR TO DATE          VARIANCE
    -----------                         ------             ----------         ------------        ------------          --------

<S>                                       <C>           <C>                  <C>               <C>                 <C>       
    GROSS POTENTIAL INCOME                                    98,545.15          295,922.03       1,177,794.40       (  881,872.37)
    RENTAL INCOME VARIANCE                              (     11,918.47)     (    36,160.39)    (   197,883.63)         161,723.24
                                   ---------------      ---------------     ---------------    ---------------      --------------
       NET CURRENT RENT                  94,966.66            86,361.68        1,115,513.71         979,645.77          135,867.94

OTHER RENTAL INCOME
    SECURITY DEPOSITS                     3,977.64      (     1,963.37)           32,079.82          40,843.55      (     8,763.73)
    FORFEITED SECURITY DEPOSITS             595.73                                 5,194.89                               5,194.89
    LAUNDRY INCOME                        2,151.90            1,630.50            23,324.70          21,189.15            2,135.55
    CHARGES TO TENANTS                      757.16              776.24             5,190.28          10,763.46      (     5,573.18)
    MISCELLANEOUS                                               151.09             1,844.31             367.16            1,477.15
    UTILITIES                                                     5.00                34.09              49.98      (        15.89)
    DAMAGE                                  135.07              414.04             1,353.77           5,973.53      (     4.619.76)
    LATE CHARGES                            830.00              803.13             7,949.57           5,166.54            2,783.03
    NSF FEES                                 60.00               44.50               489.42             179.00              310.42
    CREDIT CHECK                            400.00               60.00             3,510.00           2,160.00            1,350.00
                                   ---------------      --------------      ---------------    ---------------      --------------
       TOTAL OTHER RENT INCOME            8,907.50            1,921.13            80,970.85          86,692.37      (     5,721.52)
 
        TOTAL RENTAL INCOME             103,874.16           88,282.81         1,196,484.56       1,066,338.14          130,146.42
                                   ---------------      --------------      ---------------    ---------------      --------------
 
OTHER INCOME
    REFUNDED DEPOSITS              (      3,955.00)     (     3,374.13)     (     24,814.12)   (     40,916.66)          16,102.54
    INTEREST INCOME                         243.95                                   750.73             158.35              592.38
                                   ---------------      --------------      ---------------    ---------------      --------------
         TOTAL OTHER INCOME        (      3,711.05)     (     3,374.13)     (     24,063.39)   (     40,758.31)          16,694.92

             TOTAL INCOME               100,163.11           84,908.68         1,172,421.17       1,025,579.83          146,841.34
                                   ===============      ==============      ===============    ===============     ===============
 

TOTAL CONTROLLABLE EXPENSES
PAYROLL EXPENSES
    BONUS                                   105.00            1,500.00             3,250.66           1,500.00            1,750.66
    REPAIRS/MAINT. PAYROLL                6,033.71            4,112.00            51,212.62          31,706.74           19,505.88
    MANAGERS SALARIES                     1,902.01              776.91            17,277.22          11,824.25            5,452.97
    OFFICE SALARIES                       3,031.42              988.00            19,256.23           5,908.00           13,348.23
    GROUNDS PAYROLL                                           2,726.40            12,071.00          25,447.19      (    13,376.19)
    DECORATING PAYROLL                                          307.20               552.00             307.20              244.80
    STATE COMP. INS. -PAYROLL               731.14            1,011.06             7,415.75           7,607.74      (       191.99)
    PAYROLL-HOSPITAL INS.                 1,462.29              297.75            11,734.62           4,664.50            7,070.12
    FICA - PAYROLL TAX                      771.77              568.44             7,350.25           5,843.38            1,506.87
    FUTA - PAYROLL TAX                       81.24              154.34               761.30             500.64              260.66
    SDI TAX-PAYROLL-UNEMPLOY                101.55               23.30             1,855.48           2,317.41      (       461.93)
                                   ---------------      --------------      ---------------    ---------------      --------------
          PAYROLL EXPENSES               14,220.13           12,465.40           132,737.13          97,627.05           35,110.08

</TABLE>
<PAGE>

                                INCOME STATEMENT
                   FOR THE 12 MOS. ENDING DECEMBER 31, 1995
<TABLE>
<CAPTION>

                                            MONTH             MONTH                CURRENT           PRIOR               DOLLAR
       DESCRIPTION                          ACTUAL          PRIOR YEAR         YEAR TO DATE       YEAR TO DATE          VARIANCE
      --------------               ---------------      ---------------     ---------------    ---------------      ---------------
     <S>                                    <C>                <C>               <C>               <C>              <C>      

     ADMINISTRATIVE EXPENSES
       PROMOTIONS                           156.35                                1,144.11                                1,144.11
       ADVERTISING                          611.80               612.05           9,981.59          4,207.82              5,773.77
       SIGNS, FLAGS, BANNERS                                                      1,072.17                                1,072.17
       OFFICE SUPPLIES                      333.25               384.83           3,404.42            458.17              2,946.25
       LEGAL EXPENSES                                    (        37.50)          4,014.03            173.38              3,840.65
       MISCELLANEOUS                                              88.50             362.13            544.47        (       182.34)
       CREDIT CHECK EXPENSE                 125.60                45.50           1,993.11          1,147.55                845.56
       LOSSES FROM THEFT                                                          3,184.24                                3,184.24
       BANK CHARGES                          16.00                                   68.98                                   68.98
       PETTY CASH REIMB.                                           8.40              63.29            465.99        (       402.70)
       POSTAGE                              250.95                                  333.89                                  333.89
       DUES & SUDCRIPTIONS                                                          294.10                                  294.10
       LINCOLN FEE                        3,363.37                               30,485.54                               30,485.54
       NSF CHECK                                         (       300.50)                              775.00        (       775.00)
       EMPLOYEE TRAINING                    100.00                                1,130.90                                1,130.90
       OUSTSIDE STATIONARY MISC             291.99                                2,409.59                                2,409.59
                                   ---------------      ---------------     ---------------   ---------------      ---------------
           ADMINISTRATIVE EXPENSE         5,249.31               801.28           59,942.09          7,772.38            52,169.71

     CONTRACT SERVICES
       SEC SUP/EXP-FIRE PROTECT              88.88                                6,884.94          3,305.00              3,579.94
       EXTERIMINATING CONTRACT              265.00                                2,505.00                                2,505.00
       CABLE TV.                            722.43             3,037.64          16,716.47         18,266.92        (     1,550.45)
       GARDENING CONTRACT                 1,700.00                66.75          14,437.64             66.75             14,370.89
                                   ---------------      ---------------    ---------------   ---------------       ---------------
           CONTRACT SERVICES              2,776.31             3,104.39          40,544.05         21,638.67             18,905.38

     UTILITY SERVICES
      TELEPHONE EXPENSE                     352.03              122.46            1,983.70          1,211.10                772.60
      TRASH REMOVAL                       6,439.60            3,999.85           46,226.23         45,485.15                741.08
      PGE - HOUSE                         2,434.58           11,726.17           38,297.55         63,950.23        (    25,652.63)
      GAS - HOUSE                         3,586.82                               22,643.57                               22,643.57
       PGE APARTMENT METERS                 147.31               132.15           1,418.19          1,665.34        (       247.15)
       WATER                                                   1,460.09          17,316.20         16,157.71              1,158.49
       SEWER CHARGES                                                             24,127.92         24,082.92                 45.00
                                   ---------------      ---------------    ---------------   ---------------       ---------------
             UTILITY SERVICES            12,960.34            17,440.72         152,013.36        152,552,45        (       539.09)

     MAINTENANCE EXPENSES
       CARPET REPAIRS/MAINT.                780.00               235.00           2,042.50          3,599.50        (     1,557.00)
       CARPET REPLACEMENT                 1,686.40             1,072.47          76,152.15         18,123.77             58,028.38
       GROUNDS SUPPLY/REPLACEMENT           566.93                90.37           1,801.96          1,744.88                 57.08
       EQUIPMENT RENTAL                                                             532.50                                  532.50
       POOL SUPPLY/REPLACEMENT                                                    5,368.53          2,498,39              2,870.14
       DECORATING SUPPLIES                  648.41               306.19          17,762.11          3,779.94             13,982.17
       CLEANING SUPPLIES/SERV.            1,731.96               330.00          10,131.28          8,555.00              1,576.28

</TABLE>
<PAGE>

                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995
<TABLE>
<CAPTION>

                                          MONTH               MONTH              CURRENT             PRIOR              DOLLAR
       DESCRIPTION                        ACTUAL            PRIOR YEAR         YEAR TO DATE       YEAR TO DATE         VARIANCE
      --------------                 ---------------     ---------------     ---------------    ---------------     --------------
<S>                                    <C>               <C>                 <C>                <C>              <C>      
       EXTERMINATING SUPPLIES                                    140.00             110.00           1,050.00       (       940.00)
       BLDG MAINT SUPPLIES                  3,478.47           6,117.62          40,296.46          27,516.50            12,779.96
       PLUMBING MAINTENANCE                 2,174.18                              6,999.88             348.00             6,651.88
       APPLIANCE REPLACEMENT          (       550.00)                            19,065.65           1,289.26            17,776.39
       BLDG MAINT SVC/CONTRACT              1,767.39     (     2,351.20)          3,341.82           1,664.30             1,677.52
       ELECTRIC MAINTENANCE                   305.04              48.00           3,818.35             722.50             3,095.85
                                      --------------     --------------     --------------     --------------      ---------------
             MAINTENANCE EXPENSES          12,588.78           5,988.45         187,423.19          70,892.04           116,531.15

         CONTROLLABLE EXPENSES             47,794.87          39,800.24         572,659.82         350,482.59           222,177.23
                                      --------------     --------------     --------------     --------------      ---------------

 
     TOTAL UNCONTROLLABLE EXPENSES
     FIXED EXPENSES
       PROPERTY INSURANCE                   4,122.98          60,020.03           8,245.96          60,020.03      (     51,774.07)
       PROPERTY TAXES                                         42,874.29          42,853.76          84,748.58      (     42,894.82)
       LICENSES & PERMITS                                                         2,536.00             280.OO             2,256.00
                                      ---------------    --------------     --------------     --------------      ---------------
             FIXED EXPENSES                 4,122.98         102,894.32          53,635.72         146,048.61      (     92,412.89)

         NET OPERATING INCOME (NOI)        48,245.26     (    57,785.55)        546,125.63         529,048.63            17,077.00
                                      ===============    ==============     ==============     ==============      ===============

        DEBT SERVICE
         INTEREST ON 1ST MORTGAGE          35,938.52          30,907.12         424,698.97         336,630.41            88,068.56
         PRINCIPAL-1ST MORTGAGE      (    32,941.04)     (    45,057.85) 
                                     ---------------    ---------------     --------------     --------------      ---------------
             DEBT SERVICE                   2,997.48     (    14,150.73)        424,698.97         336.630,41            88,068.56

            OPERATING CASH FLOW            45,247.78     (    43,635.15)        121,426.66         192,418.22      (     70,991.56)
                                      ===============    ==============     ==============     ==============      ===============

      NON OPERATING EXPENSES
        DEPRECIATION EXPENSE              188,589.00         188,618.00         188,589.00         188,618.00      (         29.00)
        DEFERRED INT. AMORTIZ.              4,800.00           4,800.00           4,800.00           4,800.00
        REFURBISIHMENT & DEFERRAL     (       672.02)          2,716.00         147,266.55           2,716.00           144,550.55
                                      --------------     --------------     --------------     --------------      ---------------
            NON OPERATING EXPENSES        192,716.98         196,134.00         340,655.55         196,134.00           144,521.55

               PROFIT/LOSS            (   147,469.20)    (   239,769.15)    (   219,228.89)    (     3,715.78)      (   215,513.11)
                                      ===============    ==============     ==============     ==============      ===============
</TABLE>
<PAGE>
 


                                 INCOME STATMENT
                                   CYPRESS/ELM
                      FOR THE 8 MOS. ENDING AUGDST 31, 1996
<TABLE>
<CAPTION>

                                          MONTH               MONTH                CURRENT           PRIOR              DOLLAR
       DESCRIPTION                        ACTUAL            PRIOR YEAR         YEAR TO DATE       YEAR TO DATE         VARIANCE
      --------------                 ---------------     ---------------     ---------------    ---------------     --------------
<S>                                    <C>               <C>                 <C>                <C>              <C>      
   GROSS POTENTIAL INCOME                                                                         295,922.03      (    295,922.03)
    RENTAL INCOME VARIANCE                                                                    (    36,160.39)           36,160.39
                                      --------------     --------------     --------------    --------------      ---------------
     NET CURRENT RENT                     108,902.83         98,139.51          778,313.34        726,161.74            52,151.60
OTHER RENTAL INCOME
    SECURITY DEPOSITS                       2,220.00          1,975.00           25,739.40         21,857.95             3,881.45
    FORFEITED SECURITY DEPOSITS             1,424.17            365.79           10,557.80          1,878.38             8,679.42
    LAUNDRY INCOME                          2,590.05          2,583.45           19,784.25         13,944.30             5,839.95
    CHARGES TO TENANTS                      1,050.31            190.00            5,530.51          3,224.71             2,305,80
    MISCELLANEOUS                                                                                   1,844.31       (     1,844.31)
    UTILITIES                                                                                          34.09       (        34.09)
    DAMAGE                                     49.98             59.97            1,420.99          1,028.67               392.32
    LATE CHARGES                              475.00            975.00            3,882.00          5,084.57       (     1,202.57)
    NSF FEES                                   40.00            110.00              339.17            329.42                 9.75
    CREDIT CHECK                              200.00            225.00            1,075.00          2,685.00       (     1,610.00)
                                      --------------    --------------      --------------    --------------      ---------------   
      TOTAL OTHER RENT INCOME               8,049.51          6,484.21           68,329.12         51,911.40            16,417.72
         TOTAL RENTAL INCOME              116,952.34        102,623.72          846,642.46        778,073.14            68,569.32
                                      --------------    --------------      --------------    --------------      ---------------   
  OTHER INCOME
    REFUNDED DEPOSITS                (      4,475.00)    (    1,160.00)     (    25,607.00)  (     12,844.12)      (    12,762.88)
    INTEREST INCOME                            46.54             59.74              720.66            335.47               385.19
                                      --------------    --------------      --------------    --------------       --------------
        TOTAL OTHER INCOME           (      4,428.46)    (    1,100.26)     (    24,886.34)   (    12,508.65)      (    12,377.69)
              TOTAL INC0ME                112,523.88        101,523.46          821,756.12        765,564.49            56,191.63
                                      ==============    ==============      ==============    ==============       ==============
TOTAL CONTROLLABLE EXPENSES
PAYROLL EXPENSES
    BONUS                                    980.00                              4,615.96           1,995.00             2,620.96
    REPAIRS/MAINT.PAYROLL                  2,059.20           4,785.91          27,357.33          33,539.63       (     6,182.30)
    MANAGERS SALARIES                      2,721.44           1,360.58          17,498.08          11,258.68       (     6,239.40
    OFFICE SALARIES                        1,216.29           1,582.91          11,659.72          11,830.58       (       170.86)
    GROUNDS PAYROLL                                      (    1,086.60)                            12,071.00       (    12,071.00)
    DECORATING PAYROLL                                                                                552.00       (       552.00)
    STATE COMP. INS.-PAYROLL                 457.00             453.64           3,914.48           5,349.11       (     1,434.63)
    PAYROLL-HOSPITAL INS.                    850.52             907.29           7,285.71           7,601.31       (       316.00)
    FICA - PAYROLL TAX                       482.38             478.84           4,131.93           5,168.76       (     1,036.83)
    FUTA - PAYROLL TAX                        50.78              50.40             434.94             531.67       (        96.73)
    SDI TAX-PAYROLL-UMEMPLOY                  63.47              63.00             543.67           1,568.44       (     1,024.77)
                                      --------------    --------------      -------------     --------------       --------------
        PAYROLL EXPENSES                   8,881.08           8,595.97          77,441.42          91,466.18       (    14,024,76)


</TABLE>
<PAGE>

                                   CYPRESS/ELM
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996
<TABLE>
<CAPTION>

                                      MONTH            MONTH                  CURRENT               PRIOR             DOLLAR
   DESCRIPTION                        ACTUAL         PRIOR YEAR            YEAR TO DATE         YEAR TO DATE         VARIANCE
   -----------                        ------         ----------            ------------         ------------         --------
<S>                                       <C>                 <C>                   <C>                <C>          <C>           

ADMINISTRATIVE EXPENSES
   PROMOTIONS                             327.79              12.84                 655.61             695.81       (         40.20)
   ADVERTISING                             50.84             801.58               2,580.37           5,732.32       (      3,151.95)
   SIGNS, FLAGS, BANNERS                                     480.49                  45.13             875.31       (        830.18)
   BROCHURES                                                                        139.88                                   139.88
   OFFICE SUPPLIES                        315.12                           (        197.59)          2,192.32       (      2,389.91)
   COMPUTER EXPENSES                                                                  7.50                                     7.50
   LEGAL EXPENSES                         779.70                                  5,979.88           2,313.65              3,666.23
   MISCELLANEOUS                                              74.80                 136.99             148.53       (         11.54)
   CREDIT CHECK EXPENSE                                      140.25               1,494.97           1,548.26       (         53.29)
   LOSSES FROM THEFT                                                                                 3,184.24       (      3,184.24)
   BANK CHARGES                            28.00     (        32.00)                185.19               0.38                184.81
   PETTY CASH REIMB.                                                                                    63.29       (         63.29)
   POSTAGE                                                    69.84                 580.96             328.91                252.05
   DUES & SUBCRIPTIONS                                                     (         89.96)            572.60       (        662.56)
   LINCOLN FEE                          3,843.56           3,492.88              28,582.40          16,758.70             11,823.70
   EMPLOYEE TRAINING                                         217.32                 100.00             530.90       (        430.90)
   OUSTSIDE STATIONARY MISC               119.83              93.39                 566.01           1,891.33       (      1,325.32)
                                   --------------      --------------      ---------------     ---------------       ---------------
        ADMINISTRATIVE EXPENSE          5,464.84            5,351.39            40,767.34           36,836.55              3,930.79



CONTRACT SERVICES
   SEC SUP/EXP-FIRE PROTECT               991.61     (        645.04)            7,494.14            4,344.79              3,149.35
   EXTERMINATING CONTRACT                 440.00              220.00             2,290.00            1,360.00                930.00
   CABLE T.V.                           1,518.54            2,318.36            12,150.28           10,631.74              1,518.54
   GARDENING CONTRACT                   1,770.00            1,580.00            14,596.19            7,449.66              7,146.53
   WATER SOFTENER                                    (        148.00)                         (        252.59)               252.59
                                  --------------      --------------      ---------------     ---------------       ---------------
        CONTRACT SERVICES               4,720.15            3,325.32            36,530.61           23,533.60             12,997.01

UTILITY SERVICES 
   TELEPHONE EXPENSE                      343.78              279.74             1,652.22            1,291.81                360.41
   TRASH REMOVAL                        3,561.04            4,100.40            28,766.20           28,021.70                744.50
   PGE HOUSE                            4,786.57            2,641.11            19,369.52           28,223.21        (     8,853.69)
   GAS HOUSE                            6,411.36            2,817.65            27,941.33            9,394.16             18,547.17
   PGE APARTMENT METERS                   135.84              101.00             1,402.47            1,027.27                375.20
   WATER                                3,518.87              960.80            17,448.10            8,612.38              8,835.72
   SEWER CHARGES                                            4,021.32            16,085.28           16,085.28
                                  --------------      --------------      ---------------     ---------------       ---------------
         UTILITY SERVICES              18,763.46          14,922,02            112,665.12           92,655.81             20,009.31

MAINTENANCE EXPENSES
   CARPET REPAIRS/MAINT.                1,506.25              80.00              6,044.O5              357.50             5,686.55
   CARPET REPLACMENT                    4,165.20           4,432.20             20,274.96           49,958.31       (    29,683.35)
   GROUNDS SUPPLY/REPLACMENT              135.53             151.71                798.66            1,183.45       (       384.79)
   EQUIPMENT RENTAL                                          523.49                                    532.50       (       S32.50)
   POOL SUPPLY/REPLACMENT               1,028.15           1,736.62              6,521.38            1,736.62             4,784.76


</TABLE>
<PAGE>

                                   CYPRESS/ELM
                                 INCOME STATMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996   
<TABLE>
<CAPTION>

                                         MONTH            MONTH                  CURRENT                PRIOR           DOLLAR
   DESCRIPTION                           ACTUAL         PRIOR YEAR            YEAR TO OATH          YEAR TO DATE       VARIANCE
   -----------                           ------         ----------            ------------          ------------       --------
<S>                               <C>                 <C>                 <C>                  <C>                    <C>   
   DECORATING SUPPLIES                   2,793,95            2,772.91            10,246.72            9,711.63               535.09
   CLEANING SUPPLIES/SERV.               1,152.50              210.00             6,726.14            6,904.80      (        178.66)
   EXTERMINATING SUPPLIES                                                                               110,00      (        110.00)
   BLDGMAINT SUPPLIES                    2,107.61            2,782.54            14,542.36           26,163.42      (     11.621.04)
   PLUMBING MAINTENANCE                  2,705.69              774.06             6,228.20            3,267.10             2,961.10
   APPLIANCE REPLACMENT                  1,143.25            2,491.86             7,412.73           10,402.81      (      2,990.08)
   BLDG MAINT SVC/CONTRACT               1,597.50    (         152.10)            6,458.48            1.418,04             5,040.44
   ELECTRIC MAINTENANCE                    414.66              286.38             4,891.41            3,241.62             1,649.79
   MISC. MAINT. EXPENSES                                                             30.43                                    30.43
                                  ---------------     ---------------     ----------------    ----------------      --------------- 
         MAINTENANCE EXPENSES           18,750.29           16,089.67            90,175.54          114,987.80      (     24,812.26)
      CONTROLLABLE EXPENSES             56,579.82           48,284.37           357,580.03          359,479.94      (      1,899.91)
                                  ---------------     ---------------     ----------------    ----------------      --------------- 

TOTAL UNCONTROLLABLE EXPENSES
FIXED EXPENSES
   PROPERTY INSURANCE                                                     (         324.57)                         (        324.57)
   PROPERTY TAXES                                                                42,853.76                                42,853.76
   LICENSES & PERMITS                                                             2,564.00            2,536.00                28.00
                                  ---------------     ---------------     ----------------    ----------------      --------------- 
         FIXED EXPENSES                                                          45,093.19            2,536.00            42,557.19
    NET OPERATING INCOME (NOI)          55,944.06           53,239.09           419,082.90          403,548.55            15,534.35
                                  ===============     ===============     ================    ================      ===============

   DEBT SERVICE
     INTEREST ON 1ST MORTGAGE           31,902.72           36,028.82           273,775.79          280,808.59      (      7,032.80)
     PRINCIPAL-1ST MORTGAGE              2,872.67            2,930.19           525,127.93           24,015.87           501,112.06
                                  ---------------     ---------------     ----------------    ----------------      --------------- 
         DEBT SERVICE                   34,775.39           38,959.01           798,903.72          304,824.46           494,079.26
       OPERATING CASH FLOW              21,168.67           14,280.08     (     379,820.82)          98,724.09      (    478,544.91)
                                  ===============     ===============     ================    ================      ===============

   NON OPERATING EXPENSES
    REURBISMENT & DEFERRAL               9,654.12           21,492.70            26,790.82          121,543.35      (     94,752.53)
                                  ---------------     ---------------     ----------------    ----------------      --------------- 
        NON OPERATING EXPENSES           9,654.12           21,492.70            26,790.82          121,543.35      (     94,752.53)
            PROFIT/LOSS                 11,514.55     (      7,212.62)    (     406,611.64)     (    22,819,26)     (    383,792.38)
                                  ===============     ===============     ================    ================      ===============
</TABLE>
<PAGE>

                     QUALIFICATIONS OF ROBERT SAIA, MAI, SRA
                        Calif. OREA Certificate #AG003191

EXPERIENCE

Independent real estate appraiser since 1981.

EDUCATION

Associate Arts Degree from West Valley College. Major in Real Estate

Bachelor of Arts Degree in Economics from San Jose State University. Graduated
with distinction.

Graduate Studies in the Master of Business Administration Program at Golden Gate
University, San Francisco.

Advanced courses in appraisal taken at California State University, Hayward,
University of San Francisco and San Jose State University, through the Appraisal
Institute.

MEMBERSHIPS

Former Member of the Society of Real Estate Appraiser
(SRPA designation)
Current Member of the Appraisal Institute, MAI #8841
Current Member of Admissions Committee Appraisal Institute
Board of Directors, South Bay Chapter Appraisal Institute 1993-95. National
admissions board member.

STATE CERTIFICATES AND LICENSES

State of California "Certified-General" Appraiser Certificate No. AG003191
State of California Real Estate license (non-active)
State of Nevada "Certified-General" Appraiser Certificate No6 00621

APPRAISAL ASSIGNMENTS

Some of the types of properties appraised in the past are outlined below:

Commercial: Retail stores, office buildings, service stations, vacant land,

Residential: Single family, multi-family, townhouse/condominium, vacant land,
     subdivision, apartments and mobile home parks.

Industrial: Vacant land, warehouses, research and development facilities,
industrial condominiums and manufacturing facilities, mini-storage warehouses,
food processing facilities, truck terminals.
<PAGE>

Special Use: Airport, carwash, landfill, right-of-way, easement valuation,
commercial nursery, and golf courses.

Lodging Facilities: Motels, hotels, inns, SRO, Recreational vehicle parks

Clients

A brief partial list of past clients with whom Mr. Saia has worked with
includes:

American Savings Bank
County of Santa Clara
Comerica Bank
Bank of America NT&SA
First National Bank of Central California 
Bank of Salinas 
Home Savings of America 
Metropolitan Securities & Trust 
City of Monterey 
City of San Jose 
City of Palo Alto 
Imperial Thrift & Mortgage 
NationsBank 
Pacific Western Bank Bay
View Federal Bank 
Wells Fargo Bank 
Phoenix Home Life



                                   DISCLAIMER

The appraisal report appearing below is addressed to NationsBank of Texas, N.A.
("NationsBank"). NationsBank does not represent that the presumptions or
conclusions in the appraisals are relevant or accurate and does not endorse the
conclusions set forth in the appraisal. Any value, presumption, or conclusion
regarding the property or properties appraised in the report must be verified
independently of NationsBank. This appraisal has not been approved by
NationsBank and is being transmitted without representation and warranty of
NationsBank.
<PAGE>

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

                                APPRAISAL REPORT

                              Pine Grove Apartments
                              230 Grove Acre Avenue
                         Pacific Grove, California 93950

                Effective Date of Appraisal: September 30, 1996

                                 APPRAISED FOR:
                           NationsBank of Texas, N.A.
                           Real Estate Risk Assessment
                           901 Main Street, 51st Floor
                            Dallas, Texas 75202-3714

                                  APPRAISED BY:

                            ROBERT SAIA & ASSOCIATES
                               313 Avalon Avenue
                          Santa Cruz, California 95060

- --------------------------------------------------------------------------------
<PAGE>

                          ROBERT SAIA, MAI & ASSOCIATES
                        Property Appraisers & Consultants
- --------------------------------------------------------------------------------

September 30, 1996

Mr. Gary D. Long
Real Estate Risk Assessment
NationsBank of Texas, N.A.
901 Main Street, 51st Floor
Dallas, Texas 75202-3714

Dear Mr. Long:

As requested, Robert Saia & Associates has completed a market value "as is
appraisal of the 100-unit apartment complex known as "Pine Grove Apartments"
located at 230 Grove Acre Avenue, in Pacific Grove, California. The Pine Grove
Apartments were constructed in 1963 in a rectangular configuration around a
courtyard and swimming pool on a site area of 2.37 acres. The net rentable
building area is 69,232 square feet.

The property rights appraised are those of the leased fee interest. Many of the
units are on short-term leases (less than one year), thus there is no leasehold
or leased fee bonus values to consider. In other words, the fee simple and
leased fee values are the same.

The function of this appraisal is to aid in proper underwriting, loan
classification and/or disposition of the subject property in conjunction with a
pending portfolio purchase that includes the subject property. The effective
date of the appraisal is September 28, 1996, the first inspection date of the
property.

This report was prepared as a Complete Appraisal, Summary Report following
generally accepted and established appraisal practices that comply with the
Uniform Standards of Professional Appraisal Practice (USPAP) and also in
accordance with the NationsBank Appraisal/Evaluation Guidelines for Appraisers.
As instructed, the cost approach has been omitted. Although the cost approach
has very little relevancy in the appraisal of apartment complexes in this area,
its omission may be considered by some to invoke the Departure Provision.

The Limiting Conditions and Assumptions contained at the conclusion of this
report are a vital part of the appraisal. There are no extraordinary assumptions
that affects the appraisal.

The market value estimate is based on an exposure time of four months. Based on
our analysis and investigation, as discussed in the attached summary appraisal
report, the


   Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
<PAGE>

Pine Grove Apartments, Pacific Grove, CA

Page 2
Mr. Gary Long


Market Value "As Is" of the Pine Grove Apartments, as of September 30, 1996, is
as follows:

    ------------------------------------------------------------------------
                  FIVE MILLION EIGHT HUNDRED THOUSAND DOLLARS
                                  ($5,800,000)
    ------------------------------------------------------------------------

The above is the value of the real estate only. Personal property value is
nominal, and plays no significant role in the operation of the apartments. If
you should have any questions, please contact our office.


Respectfully Submitted,


/s/ Robert Saia

Robert Saia, MAI
OREA Cert. #AG003191 (exp. 12/7/96)

   Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
<PAGE>

Pine Grove Apartments, Pacific Grove, CA


                                TABLE OF CONTENTS

Summary of Salient Facts ....................................................  2
Purpose of the Appraisal ....................................................  3
Function of the Report ......................................................  4
Valuation Date ..............................................................  4
Property Right Appraised ....................................................  5
Location and Property Identification ........................................  5
Property History & Ownership ................................................  5
Project Overview ............................................................  5
The Extent of the Appraisal Process .........................................  6
Competency Statement ........................................................  7
Regional Description ........................................................  8
City of Pacific Grove ....................................................... 19
Neighborhood Description .................................................... 21
Site Analysis ............................................................... 22
Current Taxes & Assessments ................................................. 23
Improvement Description ..................................................... 25
Highest and Best Use Analysis ............................................... 26
The Appraisal Process ....................................................... 29
Income Capitalization Approach .............................................. 30
Sales Comparison Approach ................................................... 44
Reconciliation of the Value Estimates ....................................... 53
Marketing Period Estimate ................................................... 54
Exposure Period Estimate .................................................... 54
Allocation of F,F&E ......................................................... 55
Assumptions and Limiting Conditions ......................................... 57
Certification of Appraisal .................................................. 60

ADDENDA
Photographs of the Subject Property
Maps
Floor Plans
Apartment Building Sales Sheets
Rent Roll and Operating Statements
Qualifications

   Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
<PAGE>

Pine Grove Apartments, Pacific Grove, CA


                            SUMMARY OF SALIENT FACTS
- --------------------------------------------------------------------------------
CLIENT:                                NationsBank                              
                                                                                
PROJECT NAME:                          Pine Grove Apartments                    
                                                                                
NO. OF UNITS:                          100 net rentable                         
                                                                                
ADDRESS:                               230 Grove Acre Avenue, Pacific Grove, CA 
                                                                                
LOCATION:                              Monterey Peninsula                       
                                                                                
A.P.N.:                                006-371-023                              
                                                                                
THOMAS BROS. MAP:                      T.B. 241 A1 (Monterey County)            
                                                                                
CENSUS TRACT NO.:                      124.02                                   
                                                                                
ZONING:                                R-3-M (apartments)                       
                                                                                
RENT CONTROL:                          None                                     
                                                                                
HIGHEST & BEST USE:                                                             
    -As improved...                    existing apartments                      
    -As vacant...                      apartments, motel, hotel, adult community
                                       
PROPERTY RIGHTS APPRAISED:             Leased Fee Interest                      
                                                                                
SALE HISTORY OVER PAST 5 YEARS:        None                                     
                                                                                
CURRENT OWNERSHIP:                     Paul M. Thysen and Betty O. Thysen Trust 
                                       
UTILITIES:                             Municipal services (water, electricity
                                       and sewer) are available and          
                                       connected.                            

SITE SIZE:                             2.37 acres           

SITE DENSITY:                          42.2 units per acre  
                                                            
FLOOD ZONE:                            NSFHA-Pacific Grove does not          
                                       participate in FEMA The subject is not
                                       in a special flood hazard area.       
                                       
TOTAL # UNITS                          100      
                                                
YEAR BUILT:                            1963     
                                                
NET RENTABLE BUILDING AREA (sf):       69,232   
                                       
COMMON AREA AMENITIES:                 1 swimming pool, 1 Jacuzzi, 2 exercise
                                       rooms, 1 rec room, 3 laundry rooms, 2 
                                       saunas (women - 2nd flr, men - 3rd    
                                       flr)                                  

OCCUPANCY CHARACTERISTICS:
No. of Vacant Units:                   0
No. of Pending Evictions:              0


ACTUAL NUMBER OCCUPIED UNITS:
   on 9/28/96 and OCCUPANCY RATE:      100 (100%)


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PROJECTED AVERAGE OCCUPANCY
   for the YEAR ENDING 1996:           98% + %

GROSS ACTUAL REVENUE 
   as reported for 1995:               $814,439 (includes "other" income)

ACTUAL MONTHLY RENTAL INCOME
   as reported as of 9/28-96:          $72,571

STABILIZED NET INCOME EST.
as of APPRAISAL DATE:                  $507,208

EST. EXPOSURE and MARKETING TIME:      2-6 months marketing / 4 month exposure

CONDITIONS TO APPRAISAL:               No unusual conditions. Reference is
                                       made to Assumptions & Limiting
                                       Conditions in Addenda

================================================================================

MARKET VALUE "as is":  $5,800,000   September 30, 1996 (4 month exposure period)

================================================================================


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PURPOSE OF THE APPRAISAL
================================================================================
The purpose of this appraisal is to estimate the market value "as is" of the fee
interest for the real estate only.

"Market Value," as used in this appraisal, is defined as "the most probable
price which a property should bring in a competitive and open market under all
conditions requisite to a fair sale, the buyer and seller, each acting prudently
and knowledgeably, and assuming the price is not affected by undue stimulus.
Implicit in this definition is the consummation of a sale as of a specified date
and the passing of title from seller to buyer under conditions whereby:

            o     Buyer and seller are typically motivated;

            o     Both parties are well informed or well advised, each acting in
                  what he considers his own best interests;

            o     A reasonable time is allowed for exposure in the open market;

            o     Payment is made in terms of cash in U.S. dollars, or in terms
                  of financial arrangement comparable thereto; and,

            o     The price represents the normal consideration for the property
                  sold unaffected by special or creative financing or sale
                  concessions granted by anyone associated with the sale."

            (*Source: Office of the Comptroller under 12 CFR, Part 34, Subpart
            Appraisals, 34.42 Definitions [f])

"Market value 'as is' "means an estimate of the market value of a property in
the condition observed upon inspection and as it physically and legally exists
without hypothetical conditions, assumptions, or qualifications as of the date
of inspection."

FUNCTION OF THE APPRAISAL
================================================================================
The function of this appraisal is for the exclusive use of NationsBank, its
subsidiaries, and/or affiliates, for loan underwriting purposes in conjunction
with a portfolio purchase that includes this property. It may be used in
connection with the acquisition, disposition and financing of the sale of the
property.

VALUATION DATE
================================================================================
The date of valuation is September 30, 1996. This is the date of the last
property inspection.


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PROPERTY RIGHTS APPRAISED and DEFINED
================================================================================
The fee simple estate of the property has been valued. This ownership interest
is defined as:

"Absolute Ownership Unencumbered by any other interest or estate; subject only
to the limitations of eminent domain, escheat, police power, and taxation".

Leases of seven to twelve months are considered short in duration and do not
create any favorable leaseholds by the tenants. Technically speaking, the leased
fee interest is being valued, although a percentage of the rental units are on a
month-to-month basis. Because of the nature of a short term lease, as well as a
strong correlation between contract and market rent, the value estimated for the
subject property is essentially reflective of the fee simple interest.

IDENTIFICATION and LOCATION OF SUBJECT PROPERTY
================================================================================
The subject property in this appraisal consists of the Pine Grove Apartments
located in the western section of the city limits of Pacific Grove. The Pine
Grove Apartments are located within one block south of Jewel Street and
Lighthouse Avenue on the west side of Grove Acre Avenue. The mailing address is
230 Grove Acre Avenue, Pacific Grove, California, 93950. The Monterey County
Assessor Parcel Number is 006-371-023. A legal description is included in the
preliminary title report which is made a part of this appraisal.

PROPERTY HISTORY and OWNERSHIP
================================================================================
Title to the property is vested in:     Paul M. Thysen and Betty O. Thysen Trust

The property has not transferred over the required reporting period. It is
currently in escrow as part of a multi property portfolio sale.

THE PINE GROVE APARTMENTS-OVERVIEW
================================================================================
The Pine Grove Apartments is a 100-unit apartment complex built in 1963 by
Len-Ray General Contractor for Lester B. Nelson, the original property owner. It
is located on one legal parcel containing 2.37 acres and configured in a 3-story
rectangular-like building around a courtyard with a swimming pool that measures
28 feet by 44 feet. There is an on-site manager's office fronting to Grove Acre
Avenue and a visitor's lobby area. There are laundry rooms on all levels. There
are balconies included with all second and third floor units. Pine Grove
Apartments offers only two different floorplans one and two bedroom units with
one bathroom. The 1BR/1BA floorplan contains 640 square feet (76 units total)
and the 2BR/1BA unit contains 858 square feet (24 units total). The average unit
size is 692 square feet. The wood frame masonry exterior building (a Type V
combustible type Class D Building) has undergone recent upgrading including
window replacements, exterior painting, re-roofing with 3-ply Fiberglas tar &
gravel since 1992 (permit #92-0018), asphalt repair, sealing and striping. Some
of the units afford limited Monterey Bay-ocean views through the westerly


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pines/wooded areas west of the complex.

Amenities offered by the Pine Grove Apartments include lawn-greenbelt areas, one
swimming pool, (3) laundry rooms, men's and women's saunas, Jacuzzi, two
exercise rooms and recreation room. Utilities provided by the landlord include
water, trash removal, sewer, and basic cable television for all of the units.

In conclusion, the overall exterior appearance of Pine Grove Apartments is above
average to good and reflective of other competing high density residential
developments within the community of Pacific Grove.

The reader is directed to the Improvement Description of this report for further
comments regarding the individual units and their respective interior
improvements.

THE EXTENT of THE APPRAISAL PROCESS
================================================================================
The extent of the appraisal process encompasses the necessary research and
analysis to prepare a report in accordance with the intended use, the Uniform
Standards of Professional Appraisal Practice as set forth by the Appraisal
Foundation, and the Standards of Professional Practice of the Appraisal
Institute.

With regard to the valuation of the subject property, the following steps were
involved:

      1.    The property was last inspected and photographed on September 28,
            1996. This date is considered the "effective date" of this
            appraisal.

      2.    The overall exterior site and buildings of the Pine Grove Apartments
            was personally inspected by the appraiser. The on-site office
            manager provided interior access to each of the various unit types
            within the developments. The appraiser was able to physically
            measure a representative unit of a studio, one bedroom and two
            bedroom floorplan. The subject is valued assuming that the net
            rentable areas of the typical unit sizes are representative of the
            complex as indicated by Lincoln Residential Services.

      3.    Regional, county, city, and neighborhood data were based on
            information taken from a number of sources, including, but not
            limited to, Pacific Grove Planning Department, Monterey County Tax
            Assessor's Office, the Pacific Grove Public Works Department,
            Pacific Grove Building Department, the Association of Monterey Bay
            Area Governments, Chamber of Commerce, independent private studies,
            newspaper articles, and our own files.

      4.    Research and investigation of current market conditions for
            apartment properties in the City of Pacific Grove.


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      5.    Interviews with brokers, appraisers, property owners and/or managers
            and lenders, as well as the relevant public agencies as described
            above.

      6.    The highest and best use was formed by information gathered in the
            previous steps.

      7.    After assembling and analyzing information defined in this extent of
            the appraisal process, final estimates of market value by each
            applicable valuation method were made.

      8.    And, finally, a single value estimate from within the concluded
            value by each approach was made. Greatest weight was given to those
            approaches felt to have the most influence on the purchasing
            decision.

Unless otherwise stated in the report, the existence of hazardous materials,
which may or may not be present on the property, was not observed by the
appraiser. The appraiser has no knowledge of the existence of such materials on
or in the property. The appraiser is not qualified, however, to detect such
substances. The presence of toxic or caustic substances or other potentially
hazardous materials may affect the value of the property. The value estimate is
predicated on the assumption that there are not such materials on or in the
property that would cause a loss in value. Any such findings which would
indicate otherwise could result in a decrease in value.

COMPETENCY STATEMENT
================================================================================
In accordance with the competency provision in the USPAP, the appraiser
certifies that his education, experience and knowledge is sufficient to appraise
the type of property being valued (apartment complex) and that no appraiser has
provided significant professional assistance to the person inspecting the
subject property in the completion of the analysis other than those mentioned in
the Certification of Appraisal (see Addenda).

Robert Saia, MAI has appraised this property type in the past and has the
knowledge and experience necessary to complete this appraisal assignment. See
Appraiser's Qualifications in the Addenda for additional information.

The appraiser's analyses, opinions and conclusions were developed and this
report has been prepared in conformity with the Uniform Standards of
Professional Appraisal Practice (USPAP) Standards 1 - 3, and NationsBank
appraisal policy. This appraisal assignment was not based on a requested minimum
valuation, a specific valuation or the approval of a loan.

The appraiser's compensation is not contingent upon the reporting of a
predetermined value or direction in value that favors the cause of the client,
the amount of the value estimated, the attainment of a stipulated result or the
occurrence of a subsequent event.


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REGIONAL ANALYSIS
================================================================================
Market value is affected by a number of externalities; e.g., geographic,
economic and environmental, governmental forces, utility, supply & demand and
effective purchasing power. Real estate is affected by externalities more than
any other economic good, service, or commodity. It is imperative that an
appraiser observe and analyze external influences in order to identify patterns
and trends, and how they relate to the subject property. Trends such as
population shifts, declining apartment occupancy rates, or increased housing
sales in an area are relevant in order to understand the real estate
marketplace. Thus the Regional Description & Analysis is important in this
appraisal because it establishes the basis for determining the highest & best
use of a property as well as information used in applying the three approaches
to value. The scope of this regional analysis relates to the type of property
being appraised, its complexity and the approaches used to estimate value.

Monterey County is located in a portion of California that is often referred to
as the "Central Coast," which encompasses the area known as the "Monterey
Peninsula." The county is oriented northwest to southwest, and runs parallel to
the Pacific Ocean. The county has a relatively long and narrow shape, with an
average of only 30 miles; elevations range from sea level to 5,844 feet atop
Junipero Sierra Peak, located 12 miles inland in the Santa Lucia Range.

Monterey County is bounded by the Pacific Ocean on the west, Santa Cruz County
to the north, San Luis Obispo county to the south, and San Benito, Kings and
Fresno counties to the east. The area is located approximately 125 miles south
of San Francisco and 350 miles north of Los Angeles. Approximately 105 miles of
California's 840 miles of coastline lie along the westerly boundary of Monterey
County.

On the whole, Monterey County has a rural orientation, with substantial tracts
of land devoted to agriculture and open space uses. The county encompasses 3,784
square miles, or approximately 2,127,400 acres of land area. An interesting
statistic is that nearly 27 percent of this total county area is
government-owned. Twenty-five percent is owned by the federal government with
major holdings such as Fort Hunter Liggett, Fort Ord, Los Padres National Forest
and Camp Roberts. The remaining two percent is controlled by the state and
county.

Geographical location and features exhibit strong influences on the county's
climate. The Pacific Ocean is responsible for the county's Mediterranean
climate, characterized by year round moderate temperatures, cool, dry summers,
and short, rainy seasons. Pacific winter storms are blocked by the Santa Lucia
Range, allowing considerably less rain to fall on the Salinas Valley.
Temperature and rainfall have important implications for the county's two major
economic staples, agriculture and tourism. Mild temperatures allow for
exceptionally long growing seasons for farming. Rainfall patterns, while
following predictably dry weather, require reservoir and ground water storage to
meet year round irrigation needs.


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Population

Approximately one half of the county's population lives within the seven
incorporated cities and adjoining unincorporated areas of the Monterey
Peninsula. The eight principal cities are Monterey, Marina, Seaside, Sand City,
Del Rey Oaks, Pacific Grove, Carmel-by-the Sea and Salinas. The incorporated
areas consist of 31.5 square miles, or about one percent of the county's total
land area. The major factor for the high population density of the Monterey
Peninsula vis-a-vis the rest of the county, is the unsurpassed natural beauty of
the area ---especially the coastline and beaches.

Based on the most recent U.S. Census (January 1, 1990), the population of
Monterey County grew by approximately 24 percent during the last decade. This
growth has helped push the county's total population up to approximately 382,547
in 1994. For reference, the county's growth rate over the preceding decade was
just under the state's overall gain of 26 percent. In the previous census period
(1970--1980) the county's total population grew 17 percent, from 247,450 to
290,444.

While county's growth has been strong, the level varies from area to area. As
shown below, the population of Salinas, the largest city and the county seat,
increased by 35.2 percent between 1980 - `90. The growth in Salinas constitutes
approximately 43 percent of the county's total population increase during that
period. In contrast, the population of the city of Monterey increased by a more
modest 16 percent over that census period. As shown, not all communities in the
county experienced tremendous population growth. Population growth was much
steadier in the cities of Seaside, Pacific Grove and Del Rey. In large part,
growth in these communities is limited due to a lack of developable land.

MONTEREY COUNTY:  Population Growth 1980 - '90
(1990 U.S. Census)
- --------------------------------------------------------------------------------
City/Area                     1980          1990          Total No.    % Change
- ---------                     ----          ----          ---------    --------
Salinas                      80,479        108,777         28,248       +35.2%
Seaside                      36,567         38,901          2,334        +6.4%
Monterey                     27,558         31,954          4,396       +16.0%
Marina                       20,647         26,436          5,789       +28.0%
Pacific Grove                15,755         16,117            362        +2.3%
King City                     5,495          7,634          2,139       +38.9%
Greenfield                    4,181          7,464          3,283       +78.5%
Soledad                       5,928          7,146          1,218       +20.5%
Gonzales                      2,891          4,660          1,769       +61.2%
Carmel-by-the-Sea             4,707          4,239           (468)       -9.9%
Del Rey Oaks                  1,557          1,661            104        +6.7%
Unincorporated Areas         84,679        105,252         20,573       +24.3%
- --------------------------------------------------------------------------------

The most recent population estimates show that the population of Monterey
County, based on the January 1, 1995 estimates for California cities and
counties prepared by the State of California Department of Finance, was 382,547.
Recent trends show most of the increase occurring in the Salinas Valley cities
rather than on the Monterey Peninsula. For example, in 1993, the fastest growing
city in the county was Soledad (+6.1%), with nearby Greenfield (+5.3%) and Sand
City tying for second place. Population growth in Soledad is largely
attributable to an expansion of the


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state Correctional Facility and the development of two large residential
subdivisions. Greenfield's city manager reported that population growth has been
spurred by reasonable prices for single family detached housing but that future
growth is limited due to a lack of land.

Based on projections by the State Finance Department, released in April 1993,
Monterey County is projected to post a 15.6 percent gain in population by the
year 2000 -- representing an increase to approximately 414,000 people. In
contrast, San Benito's population is projected to increase by 37 percent by the
year 2000; Santa Clara County's by 13.4%; 14.4% for Santa Cruz County; and,
21.6% statewide.

Below are the Finance Department's projections by county through the year 2030.

PROJECTED POPULATION GROWTH
(Calif. Dept. of Finance)

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
County                 1990            2000           2010           2020            2030
- ------                 ----            ----           ----           ----            ----
<S>              <C>             <C>            <C>            <C>             <C>       
Monterey            356,000         414,000        485,300        574,100         670,900
San Benito           37,000          50,700         66,500         83,200         100,900
Santa Clara       1,502,200       1,703,900      1,839,700      1,958,600       2,064,100
Santa Cruz          230,800         264,000        291,800        322,300         354,100
Statewide        29,976,000      36,444,000     42,408,000     48,977,000      56,100,000
- -----------------------------------------------------------------------------------------
</TABLE>

Transportation

The major passenger transportation system in the county is via private
automobile. The freeway system consists of Highways 101, 1 and 183; and, State
Routes 156 and 68. Highway 101 runs north and south from San Francisco, along
the West Bay, and through San Jose toward Los Angeles. Highway 1, the Coast
Highway, runs north and south from the coastal region of San Francisco and
through Santa Cruz toward San Luis Obispo County. Highway 68, the
Salinas-Monterey Highway, intersects with Highway 1 and connects the Monterey
Peninsula with the Salinas Valley to the south and Highway 101 to the north.
There are 1,300 miles of county roads and approximately 500 miles of city
streets for a total of 2,000 road miles in the county.

In Monterey County, AMTRAK provides rail passenger service, and the Southern
Pacific Transportation Company provides rail freight service. Salinas is the
only city in the county that now has rail passenger service. SPRR is the main
line between Los Angeles and San Francisco.

The Monterey Peninsula Airport provides air freight and passenger service in and
out of the county. Over the past 20 years, the airport has shown a moderate
growth pattern. In 1970, the number of passengers totaled 411,497. In
comparison, the number of passengers had grown to 523,040 by 1989 (+1.4% per
annum). Today, passenger service is provided by United, Wings West, Pacific
Coast Air and West Air. The cities of Salinas and King City both have municipal
airports. And with the closure of Fort Ord, Marina has discussed plans to
convert Fritzsche Army Airfield into its own municipal airport.

There are harbors at Monterey and Moss Landing (4 miles from the subject) which
have boating


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facilities with a reported 2,000 small crafts launching from its ramps every
month. Approximately 1,800 transient crafts visit the harbors annually. Monterey
Bay and Monterey harbor areas attract a significant portion of the tourism
industry that provides jobs and an economic base for the Monterey Peninsula area
and the county as a whole.

Fort Ord and the Military Influence

With its various military installations located throughout the Monterey
Peninsula area, including control of approximately 27 percent of all of the land
in the county, the influence of the military on Monterey County has been
significant. This influence has had a considerable financial impact, including
military and civilian payrolls, local purchase and contracts, construction in
the area, as well as the increase in government aid to local schools due to the
military population in the area. The local housing market has also been
significantly effected by the presence of the military. This impact, however,
has been primarily on the apartment rental market in the communities of Marina
and Seaside. In addition, it has had some minor negative impact on mobile home
parks in the general area. Being approximately 20 miles northeast of Fort Ord,
impact from the base closure has been minimal and not measurable. Given that the
Ford Ord area is not in the immediate environs of the subject property, the
effect of the base closure on the Boronda Manor Apartments has not been minimal.

The closure of Fort Ord was the dominant economic news for the county during
1994. The closing was the single largest national closure to date, with most of
the base's 35,000 residents and $600 million payroll moving to other bases.
Currently, the base's 44 square miles of land is being administered by the Fort
Ord Reuse Authority. Local communities formed the Fort Ord Reuse Authority as an
advisory planning committee which under an agreement formed a Fort Ord Joint
Powers Agency (JPA). The JPA agreement gave voting membership to the cities of
Marina, Seaside, Sand City, Del Rey Oaks, Monterey, and Salinas and extended
non-voting status to Pacific Grove and Carmel. The county is also a voting
member. The premise of the JPA was to create a forum for discussing reuse
issues; to facilitate community involvement and to speed up the decision process
via a cohesive voting unit.

Initially, the base closure stirred dire predictions about the short-term impact
on the county. However, as the closure set in, the immediate economic impact was
much less severe than expected, and limited primarily to the adjacent
communities. Fort Ord was so large that much of the base was self-contained with
its own housing, stores, services, and restaurants.

The long-term prospects after closure are encouraging, assuming the base's land
can be opened to large scale private sector development. In fact, the first
major reuse of the base was the opening of the California State
University-Monterey Bay which opened its doors on August 28, 1995 to 633
students.

The state university at Fort Ord "is expected to grow substantially over the
years, attracting students, well paid employees, research dollars and private
businesses," according to the 1995 BT Commercial Real Overview published in
April 1995.


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The Fort Ord complex was the largest military installation in the county with a
total of 28,057 acres --nearly the size of the city and county of San Francisco.
Approximately 22 percent of the base (6,250 acres) was developed with barracks,
housing, motor pools, administrative buildings, and various other support
facilities.

Other military installations on the Monterey Peninsula include the Presidio of
Monterey, which is the home of the Defense Language Institute (foreign language
school for all branches of the armed forces); the United States Naval Post
Graduate School (NPGS), and the United States Coast Guard Station. The United
States Department of Interior maintains 304,035 acres in the Los Padres National
Forest and 164,503 acres along the Big Sur coast in the Ventana wilderness.

Fort Ord Reuse Plans

After more than six years of planning, the final version of the Fort Ord reuse
plan shows a closed military base converted to a huge community of new homes,
businesses, schools, parks, hotels and golf courses.

The four volume reuse plan, filed in public libraries in the area during the
first week of June 1996 by the Fort Ord Reuse Authority, has evolved from the
days when a 250 member community task force first saw the base as an educational
center.

Along the way, planners ruled out suggestions that Fort Ord might give way to a
"Disneyland in the dunes", an industrial center with 12 story high rises
sprinklered about, or an endless shopping center with no room for houses.

The more realistic, final plan, which the FORA board is expected to act on in
July includes market research, financing analyses, economic forecasts and
population projections.

Still, the numbers in the reuse plan are almost overwhelming:

- - Nearly 4,000 acres of land available for private owners, an area six times the
size of Carmel.

- - More than 13,000 new houses to be built, half as many as now exist in Salinas.

- - About 12 million square feet of industrial parks and office complexes, enough
to fill an area 20 times the size of Del Monte Shopping Center in Monterey.

- - More than 45,000 new jobs in those businesses, a third as many as now exist in
the entire county.

- - A new community of more than 71,000 people, twice as many as now live in
Monterey.

- - About 1,800 hotel rooms, three times as many as the Hyatt Regency in Monterey
and eight times as many as Embassy Suites in Seaside.


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- - Development costs of $451 million over the next 20 years, as much money as it
takes to run the city of Pacific Grove for 50 years.

The plan shows development, including the 800 acre military enclave left behind
as the Presidio of Monterey Annex, the 1,300 acre California State University at
Monterey Bay (CSUMB), the 845 acre Marina Municipal Airport and as many as seven
golf courses, covering about a third of the 44 square file base.

About 18 percent of the land at Fort Ord has been developed. Another 14 percent
is slated to be developed in the next 60 years, according to the reuse plan.

About two-thirds of the base is to be preserved in its natural state by the U.S.
Bureau of Land Management (BLM), the State Department of Parks and Recreation,
the University of California Natural Reserve System, the county, and the city of
Marina.

The environmental impact report for the reuse plan fills one of the volumes, a
327 page document, filed in early June as FORA's proposed final plan.

The environmental analysis doesn't have many specifics because a special state
law allows that at Fort Ord. The reuse plan, which has taken six years and many
political battles to achieve, is seen as a master sketch, with details and
designs to be filled in as individual development projects emerge.

Fort Ord's Impact on the Local Economy

It is extremely difficult to accurately ascertain the full impact that Fort
Ord's closure has had on the local economy because California was suffering
through a recession during the early part of the 1990's when the base was
closing. The recession has made it difficult to isolate how much of the impact
the close of Fort Ord has had on the economy. What has been evident is that
there was a short-term glut of rentals on the Monterey Peninsula. Surrounding
communities, especially Marina, Seaside and Sand City suffered the greatest
negative impact as the closure process evolved. Conversely, the prestigious
residential areas such as Pebble Beach, Carmel and the more upscale areas of
Monterey were not impacted by the closure. Similarly, the City of Salinas'
housing market was not adversely affected to a significant degree.

In the Salinas Valley the base closure has had little to no significant impact.
Rather, population growth and new development in the area of Salinas continued
to be most effected by issues such as the shortage of water and salt-water
intrusion. In general, the Salinas Valley could be described as being somewhat
of an isolated market area. As such, a Salinas Valley location became more
desirable, as investor's uncertainty associated with Fort Ord's closure was
primarily directed at investment properties located on the Monterey Peninsula.

Overall, a somewhat stagnant to moderate housing market appears to be the
continued status for the general area over the short term, although there are
signs that economic conditions are improving. This is especially the case in
nearby Santa Clara County ("Silicon Valley") where the housing and rental
markets have exploded due to strong job growth. Little investment activity


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   Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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Pine Grove Apartments, Pacific Grove, CA


and/or new construction is anticipated in the communities adjoining Fort Ord, at
least until the major issues surrounding the redevelopment/reuse of the base are
resolved. As discussed, there are several issues surrounding the base closure
and its reuse which need to be resolved before the prevailing atmosphere of
uncertainty blanketing the local real estate market is cleared.

Business / Industry

Monterey County, with a full-time civilian work force of approximately 172,000
- -175,000 workers, has two major urban areas --Salinas and the Monterey
Peninsula. As shown on the following page, employment in Monterey County (not
including agriculture) is projected by the Employment Development Department
(EDD) to average 113,100 in 1996, which will be 2,400 jobs above the 1989 annual
average. At just +2.2 percent, this very small gain in jobs reflects EDD's
assessment of the impact of the Fort Ord closure.

Unemployment rates in Monterey County have been consistently higher than for
California as a whole. The seasonal nature of the county's economy accounts for
double-digit unemployment in the winter when agriculture, food processing, and
tourist-oriented industries are at a lull.

Agriculture

While the economy of Monterey County is diversified, agriculture is the county's
leading industry and the mainstay of the local economy. Agriculture provides
approximately 1/4 of the county's basic income. Almost 1/5 of California's
top-producing crop farms are located in Monterey County. With 86 farming
operations, the county ranks second in the state, behind Fresno County with 97
farming operations. A farming operation is defined as a farm producing a crop
with a value in excess of $4 million. The county ranks third in the state in
gross dollar agricultural production, making it one of the top ten producing
counties in the nation. Monterey County has a total of 976,000 acres used
exclusively for agriculture and another 343,680 are combined agricultural and
grazing land. The county's highly productive agricultural land is often referred
to as the "fog belt" agricultural area of California. The long growing season in
this area makes it possible to grow as many as three crops annually.

Nationwide, the county leads in the production of lettuce, broccoli, artichokes,
cauliflower, mushrooms, and strawberries. According to the county's agricultural
commissioner, strawberries were the third-ranked cash crop in 1994, behind
broccoli and head lettuce.

Despite the damage done by the 1995 historic floods, the crop value for Monterey
County agriculture surpassed the $2 billion mark, after creeping toward the
milestone for several years.

The 1995 crop value, $2.03 billion, market a 4.8 percent increase over 1994.
Among the top 12 crops, the order in terms of dollar value remained almost
identical to that of 1994.

Besides breaking local production records, Monterey County surpassed Kern County
in 1995 to become the third in the state in gross dollar value of agriculture.
It was surpassed by only Fresno and Tulare counties. By the same measure,
Monterey County also is the largest vegetable


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Pine Grove Apartments, Pacific Grove, CA


producing county in the United States. The crop value for the state of
California stands at $20 billion.

Assuming water for irrigation remains sufficient, employment in agriculture is
projected to increase as growers expand production of vegetables and
labor-intensive strawberry and nursery crops. But because of foreign
competition, the rate of growth will be slower through 1996 than over the past
seven years. Foreign demand for the county's produce remains strong, however.
Additional market growth is also expected as the pre-cut salad mix processing
market is rapidly expanding.

Agriculture continues to be effected by water availability. Even with above
normal rainfall in 1993 and 1996, the effects of years of drought have brought
to focus the water issue. At this time, the issue of sufficient water supply and
overdrafting (saltwater intrusion) are being addressed through water
conservation and other management practices which have included moratoriums on
new development. Other issues facing the agriculture industry include nitrates
leaching into groundwater and soil compaction.

Tourism/Convention Industry

Following agriculture, the health of the county's business and industry is tied
to the tourism/convention industry. According to the California Office of
Tourism, an estimated 5 million visitors spent $1.2 billion in 1991 in traveling
to Monterey County. That total represented about 2 percent of statewide travel
spending that totaled $54.1 billion.

As shown in the following table, Monterey County ranked ninth among the state's
counties in total travel dollars spent in 1991.

TRAVEL IMPACTS BY COUNTY
(Office of Tourism)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
Travel Expenditures Payroll Employment Tax Receipts ($000)

   County               ($000)         ($000)       (Jobs)          Local & State
<S>                <C>             <C>             <C>         <C>          <C>     
Los Angeles        $13,617,556     $3,316,360      154,734     $221,008     $391,987
San Francisco        5,777,445      1,524,457       63,236       99,816      113,011
Santa Clara          1,816,493        414,511       26,269       39,982       62,715
Alameda              1,502,588        353,077       19,663       25,024       46,024
San Mateo            1,496,321        363,301       18,626       26,209       41,447
Monterey             1,062,686        199,309       16,210       29,922       45,087
Sonoma                 571,605        117,118        8,788        9,660       26,355
Santa Cruz             385,672         80,350        5,347        7,464       13,561
Napa                   321,794         67,972        5,078        7,023       13,489
San Benito              49,459          8,713          724          591        2,327
- ------------------------------------------------------------------------------------
</TABLE>


                                                                              15
   Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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Pine Grove Apartments, Pacific Grove, CA


The Association of Monterey Bay Area Governments (AMBAG) estimates that 15
percent of total employment in the county and about 45 percent of all services
and trade employment in the county are supported by tourism. The Monterey County
Hospitality Association estimates that the industry is directly responsible for
creating over 16,000 jobs locally with a payroll of nearly $200 million. And
including the estimated 10,000 indirect jobs, the payroll increases to $322
million. By the Monterey County Hospitality's estimates, the "trickle-down"
effect of tourism puts the total impact at $4 billion to $5 billion.
Restaurants, hotels and inns, retail trade, numerous publications, and a variety
of other service-oriented businesses are directly dependent on the tourist trade
for their welfare.

Based on 1989 data, there was a total of 220 lodging facilities in Monterey
County consisting of 10,381 rooms. Because the majority of the tourism industry
is centered around the hotel and convention complexes, it has more of an impact
on the Monterey Peninsula area. The Monterey Peninsula area provides for a
plethora of recreational and cultural activities which in combination with the
natural scenic beauty create a tremendous attraction for tourism. The area has a
number of public beaches that cater to swimming and sunbathing as well as
surfing and scuba diving. In addition to the beaches, there is boating and
sailing as well as two yacht clubs servicing the Monterey Peninsula. The area
also boasts a number of parks and campgrounds, including the Los Padres National
Forest and State beaches and parks. Within these parks and reserves, there are
facilities for riding, hiking, hunting, and fishing. There is also the renown
Del Monte Forest area and its 1 7-Mile Drive; Cannery Row and Fisherman's Wharf;
as well as the Carmel-by-the-Sea and the ocean-front drives of the peninsula
communities.

The growth of the tourist industry is reflected in the continuous extension of
the visitor season. More and more small business meetings, conventions and
recreational events are now being held on a year-round basis. Although travelers
and visitors to the Monterey Peninsula area come from all over the world, the
primary points of origin are from within California, particularly within one
day's driving distance. Again, attractions such as the Monterey Bay Aquarium and
John Steinbeck's Cannery Row, as well as the Monterey Fisherman's Wharf,
continue to be prime sources of vacation and tourism attractions.

Paralleling the growth of the travel & lodging industry, was the development of
the Monterey Bay Aquarium. The aquarium was approved by the coastal commission
in 1978 and the 60,000 square foot facility was completed in 1985. The entire
cost of the $50 million aquarium was absorbed by the philanthropist/businessman
David Packard. The aquarium drew 2.227 million visitors in its first year and
has averaged approximately 1,730,000 annually through 1991 --making it the
single largest tourist attraction in the county. A substantial expansion to the
facility is now underway. Upon completion of the expansion, attendance is
expected to substantially increase.

Occupancy for hotels and motels often reach 100 percent during peak season on
the Monterey Peninsula. In fact, visitation patterns are being strongly affected
by the lack of available rooms. The major limiting factor to the growth of the
tourist industry in Monterey County in the future will be accommodations and
facilities. According to statistics provided by the Monterey Peninsula Chamber
of Commerce, the average occupancy rate has been approximately 65-75 percent,
although 1996 is turning out to exceed those numbers.


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Pine Grove Apartments, Pacific Grove, CA


In an effort to further promote tourism, leaders in Monterey County's tourism
industry are beginning an ambitious campaign to market the area. The general
plan is to form an alliance among merchants, city officials and representatives
of major events such as the Monterey Jazz Festival and Sports Car Racing
Association of the Monterey County.

The strategy for expanding tourism in the county is to spread out the times when
visitors come to the county and to advertise the attractions of the region,
rather than just Monterey, Pebble Beach or Carmel. Traditionally, the tourist
season peaks from Memorial Day to Labor Day. Additionally, the alliance would
like to also extend the average stay from two to three days in the county. To
that effect, tourists would be encouraged to spend time touring the Big Sur
Coast, wineries of Salinas and Carmel Valley, John Steinbeck's Salinas, and even
the lesser-known missions of San Antonio and Soledad.

The concept of "ecotourism" is also being promoted as a means of courting more
visitors to the county. Monterey County, by virtue of its fragile ecosystem,
scenic natural beauty and 20 years of "no growth" planning policy appears
ideally suited to this new industry. Because the future of Monterey County may
very well depend on its natural environment, "ecotourism" represents a mutual
interest of both business and environmentalists. Thus the adverse impacts of
increased traffic, use of precious water and growth of facilities geared to
tourists are sure to be carefully weighed as community leaders look towards
expanding the tourism industry in order to offset losses from the closure of
Fort Ord.

Monterey County's tourist season has traditionally run from Memorial Day to
Labor Day, but recent patterns of hotel occupancy and retail sales show that the
season starts and ends later.

The summer 1995 aquarium attendance was up 10% over 1994. In June and July 1995,
attendance was up 7 percent and 7.6 percent, respectively, over the same months
of last year. August was expected to experience increases of up to 5 percent,
according to Mr. Jim Hekkers, vice president of external affairs at the Monterey
Bay Aquarium.

Commercial Market

The county's office market caters primarily to small local service business,
while most regional and national companies are located on the Garden Road/Ryan
Ranch/Highway 68 corridor, drawn by newer buildings, attractive rents, better
parking ratios, and large contiguous spaces.

The industrial market is "tight" in Monterey County. Vacancies are minimal and
have continued to decline. Contiguous blocks of available space over 15,000
square feet are non existent. Most knowledgeable real estate brokers expect
rents to increase slightly over the next year. New development should be limited
because of minimal available industrial-zoned land.

The local retail market may seem crowded with large shopping complexes on the
drawing boards in Salinas and Sand City, but marketing reports and consultants
say there's room for more.


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Pine Grove Apartments, Pacific Grove, CA


Housing Market

Monterey County's real estate sales surged in April/May 1996 with total sales
coming in 67 percent higher than for the month last year. The increased activity
has promoted optimism about a recovering market. The median home price for the
county is approximately $300,000. This is up slightly over the past year.

Regional Description & Analysis --Conclusion

A survey of statistics on agriculture, home sales, retail sales and other
indicators shows that the Monterey County economy is proving wrong the dire
predictions made before Fort Ord closed down. For decades, farming and the
military were the area's two economic mainstays. Today agriculture remains
paramount, but other sectors are changing rapidly to fill the void created by
the base closure.

Jobs

While unemployment estimates remain seasonally high, county business have added
more than 6,000 new jobs in the past 12 months, mostly in agriculture and
service related fields, according to the State Employment Development
Department.

Construction

Although the county construction permits dropped by about 4 percent in 1995,
when compared to the year before, to about $319 million, single family dwelling
starts have bolstered this year's construction, which is about 20 percent ahead
of last year's rate. In addition, government projects are still underway,
including the $100 million Natividad Medical Center in Salinas. Completion is
expected in early 1997. Built around a courtyard, the new facility will offer
patients an array of outpatient services devoted to the needs of families, women
and children. Construction has started on the 680,000 square foot Westridge
Shopping Center in Salinas. It is expected that the Wall Mart Store will open in
February 1997.

Real Estate Sales

Although Monterey County is considered the second least affordable area in the
country, higher priced homes on the Peninsula are still attractive, particularly
to the people in the 45 to 54 age range.

Agriculture

Monterey's total crop ranks third in the state in total dollar value, behind
Fresno and Tulare counties. In terms of vegetable production,, the county is the
largest in dollar value in the country. The county's crops amounted to 10
percent of the statewide crop total of $20 billion in 1995.

Tourism

The area's coastline, golf courses and resorts attract visitors from throughout
the world. In 1995, attendance at the Monterey Bay Aquarium was 1.6 million and,
with the opening of the Outer Bay wing in March, attendance is expected to go as
high as 2.2 million this year, according to aquarium officials.


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Pine Grove Apartments, Pacific Grove, CA


CITY OF PACIFIC GROVE-COMMUNITY PROFILE

Pacific Grove was incorporated as a city in 1889 and was historically used in
1875 as a Methodist summer retreat. According to figures released by the
Department of Finance Research Unit, State of California, the population of
Pacific Grove is estimated to be 17,406 (1995 estimate). Located next to
Monterey and Carmel, the City of Pacific Grove is one of the county's focal
points for retail sales and tourism. Pacific Grove is accessible from Highway 1
via Highway 68/223. Highway 1 is a secondary thoroughfare that connects various
coastal communities throughout the state. The city is at the northwestern most
area of the Monterey Peninsula and totals approximately 2.7 square miles.
Geographically, the city is 350 miles north of Los Angeles and 120 miles south
of San Francisco. The landscape of Pacific Grove is characterized by a slight
upward grade and rolling terrain that extends from the coast of Monterey Bay and
the Pacific Ocean. The city clearly ranks as one of the preferred locations for
the shopping and lodging of tourists. The "downtown" area is one of the most
popular retail districts with its quaint shops and eateries.

One of the main draws to this area is the mild climate that permits year-round
recreational activities. The average high is 68 to 78 degrees, while the average
low is 48 degrees. The average rainfall is 15.86 inches. The main tourist season
is in the summer, although the best weather is in the fall. Occupancy in the
summer usually exceeds 95 percent in many of the lodging facilities. During
selected weekends, occupancy will reach 100 percent. The City of Pacific Grove
hosts approximately 90 percent of total visitors and tourists to the Monterey
Bay Aquarium. The Monterey By Aquarium attracted nearly 1,750,000 visitors last
year. The Monterey Bay Aquarium is the world's largest and perhaps the best
showcase of marine life.

The city contains over 1,300 sleeping rooms in local lodging which are almost
100 percent occupied during major events such as the AT&T Golf Tournament
(formerly, the Crosby). Pebble Beach, which borders Pacific Grove to the south,
hosts the AT&T ProAm Golf Tournament during January and February which has an
attendance of over 110,000. The local Asilomar Conference Center is located on
the coast on the western boundary of Pacific Grove. This popular conference
facility consists of 314 rooms with 694 beds. The facility averages 90 percent
occupancy and generally has over 200,000 overnight guests and over 60,000 day
visitors since 1993. Pacific Grove's natural resources consists of six (6) miles
of bay and ocean shoreline, Asilomar State Beach, the Monarch Butterfly
Preserve, eighteen (18) city parks from natural woodland to rocky shores and the
Monterey Bay National Marine Refuge.

When considering the central business district of the city, the Pacific Grove
Municipal Golf Course and other parks and recreation areas such as the Monarch
Grove Butterfly Sanctuary one block south of the subject property and Washington
Park west of Alder Street, the majority of Pacific Grove consists of older
residential communities and properties that date to the late 1800's. The slow
growth rate is due to the affordability issue and the short supply of readily
developable vacant land (as well as growth control measures). Based on
information provided the appraiser by the City of Pacific Grove Building
Department, for example, only one new apartment project since 1990 has been
approved (permit #96-0163). The project is currently under construction and
consists of only eight (8) units located at 2935 David Avenue. Real estate
prices increased in the 1980's, but leveled off (and declined somewhat) in the
early 1990's. The


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Pine Grove Apartments, Pacific Grove, CA


average home price in Pacific Grove is approximately $350,000.

Population & Growth Percentage-City of Pacific Grove vs. Monterey County

- --------------------------------------------------------------------------------
        Year                 Monterey County         City of Pacific Grove
- --------------------------------------------------------------------------------
        2000                     422,710                    18,000
- --------------------------------------------------------------------------------
        1995                     370,996                    17,406
- --------------------------------------------------------------------------------
        1990                     355,657                    16,117
- --------------------------------------------------------------------------------
        1980                     289,861                    15,755
- --------------------------------------------------------------------------------
        1970                     247,450                    12,310
- --------------------------------------------------------------------------------

Note: The population of Pacific Grove grew slowly during the 1980's, increasing
from 15,755 to 16,717. The 1990 population included 230 persons living in group
quarters; the remaining 15,887 lived in the city's 7,342 households. The
household average size is 2.19 persons. This figure has remained stable during
the 1990's.

Land Use-City of Pacific Grove

The predominant land use in Pacific Grove is residential, and most of that is
single-family. Commercial uses are largely related to goods and services, with
almost no land available for industrial uses. A generous amount of land is
devoted to parks and natural areas that are free and open to the public. Most
significant is that Pacific Grove is almost fully built-out. There is very
little buildable vacant land in the city. The land use issues in Pacific Grove,
therefore, focus primarily on managing existing uses and in-fill, and potential
intensification. Below is a summary table illustrating the city's 1,830 acres
and the percentage of different uses.

- --------------------------------------------------------------------------------
                       USE                                PERCENTAGE (%)
- --------------------------------------------------------------------------------
                   Residential                                 45.8
- --------------------------------------------------------------------------------
               Open Space & Parks                              18.7
- --------------------------------------------------------------------------------
             Commercial/Professional                            5.0
- --------------------------------------------------------------------------------
            Public/Private Facilities                           6.6
- --------------------------------------------------------------------------------
    Other (churches, vacant, streets & misc.)                  23.9
- --------------------------------------------------------------------------------
                      TOTAL                                   100.0
- --------------------------------------------------------------------------------

Summary of General Characteristics-City of Pacific Grove

Pacific Grove has a stable population estimated as of the effective date of this
appraisal to be 17,500. Because the community is essentially built out, only the
demographic profile of the population changes. In the seventies and early
eighties the majority of residents were retired, over 50, no children living at
home, one or two vehicles per household, and they had lived in Pacific Grove for
over 15 years. By the mid-1980's the demographics had changed dramatically as
land values increased and "young, upwardly mobile professionals" discovered the
county's "last home town" and purchased homes. Now the majority of residents are
under 50, many are single parents, working full time with two or more vehicles
per household and have lived here less than 10 years.

The population is projected to grow only slightly during the 1990's as land is
scarce. Growth


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Pine Grove Apartments, Pacific Grove, CA


The population is projected to grow only slightly during the 1990's as land is
scarce. Growth was slight during the past decade. The area has a slightly older
population than the nation as a whole and a well-above average percentage of the
adult population has college degrees. Household size (2.19 persons) is smaller
than the national average; an above average share of the households are single
persons. Average income is somewhat above the national average; an above average
share of the income is derived from retirement sources. A majority of Pacific
Grove's housing units are renter occupied with an above-average residential
turnover; housing is considered relatively expensive. A majority of the houses
were built before 1950.

The table below provides data based on both the California State Department of
Finance and City of Pacific Grove Community Development Center for housing units
by type. The table shows total units for single-family detached, single family
attached, two to four-plexes, five units or more per structure and mobile homes.
Vacancy rates and persons per household are included.

    Selected Characteristics by Housing Unit Type-City of Pacific Grove-1996

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
  UNIT TYPE      #Housing Units      #Occupied Units   Household Population     Vacancy Rate    Household #
- -----------------------------------------------------------------------------------------------------------
<S>                   <C>                 <C>                 <C>                   <C>            <C> 
SFR-detached          4,809               4,705               11,734                2.16           2.44
- -----------------------------------------------------------------------------------------------------------
SFR-attached           510                 498                 1,030                2.35           2.07
- -----------------------------------------------------------------------------------------------------------
 2-4 plexes            938                 907                 1,641                3.30           1.75
- -----------------------------------------------------------------------------------------------------------
 five+ units         1,468                1,421                2,672                3.20           1.82
- -----------------------------------------------------------------------------------------------------------
mobile homes           199                 189                  329                 5.02           1.65
- -----------------------------------------------------------------------------------------------------------
    TOTAL             7,924               7,720               17,406                2.57           2.19
- -----------------------------------------------------------------------------------------------------------
</TABLE>

NEIGHBORHOOD DESCRIPTION AND ANALYSIS

The subject is in the western section of the city limits of Pacific Grove in a
relatively small neighborhood within a .5 mile radius of the intersection of
Lighthouse Avenue and Asilomar Boulevard, specifically part of the Pine Garden
and Pacific Grove Acres Subdivision. The area as defined is basically a mix of
some single family residential with mostly apartment buildings, motels, and
adult communities. As defined, the neighborhood encompasses approximately .75
square miles. Located adjacent to the subject property on the north at 210 Grove
Acre Avenue is the Eden Rock Apartment complex. Located across the street at 215
Grove Acre Avenue from the subject is the Villa Pines Apartment complex.

Immediate Neighborhood Environs

Pine Grove Apartments is located in the western section of the city. Since the
general intent of city planners is to allow for residential uses, including
single family homes, multi-family homes (2-4 units), apartments, motels,
retirement homes, and adult community developments within the defined subject's
neighborhood, the essential characteristics of the immediate area are to be
maintained. These characteristics include a feeling of open space around
dwellings, and public views of ocean, sky and trees. New homes and additions
were constructed in proportion to lot sizes and with roof lines, for example,
that enhance the architectural integrity of the neighborhood.


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<PAGE>

Pine Grove Apartments, Pacific Grove, CA


Apartment complexes located within the subject's immediate area include Villa
Del Mar, Twin Oaks Apartments, Olympia Grove Apartments, Townhouse Apartments
and Lighthouse Villas. Lodges, motels, and inns include Best Western Lighthouse
Lodge, Olympia Motor Lodge, Quality Inn, Sea Breeze Motel, Pacific Grove Motel,
Terrace Oaks Inn, Pine Acres Lodge, The Wilkie's Motel and the Butterfly Grove
Inn. Located at the corner of Ridge Road and Lighthouse Avenue is the Pacific
Grove Adult Education Center.

The Pacific Grove Municipal Golf Links is the largest development in the
neighborhood; this course is between Lighthouse Avenue and Monterey Bay. The
Monarch Grove Butterfly Sanctuary is located one block east of the subject
property; the Monarch Butterfly makes Pacific Grove its home in winter.
Lighthouse Avenue links the subject's neighborhood to the central business
district of Pacific Grove, located around the intersection of Forest Avenue .75
mile east.

SITE ANALYSIS
================================================================================
General: Pine Grove Apartments

Based on a plat map furnished by our client (a copy is included in the Addenda),
the site for the Pine Grove Apartments contains a 2.37 acre parcel comprised of
two (2) lots. A survey of the site has not been made, and it is assumed that the
Plat Map is correct. The two individual lots that comprise the subject site are
irregularly configured.

Topography and Drainage:

The topography of the sites is predominantly level to slightly rolling. Drainage
is believed to be adequate.

Access: The Pine Grove Apartments has one asphalt paved access and a rear fire
lane for emergency.

Utilities: All major utility services are available and connected to the
property. These utilities include sewer, water, electricity, cable television,
and telephone services. Sewer service is provided by the Monterey Regional Water
Pollution Agency. Electricity is provided by Pacific Gas & Electric Company,
cable television by MPTV, and underground phone cables by Pacific Bell. The
property is also served by the Pacific Grove Fire & Police Departments with
stations nearby. To our knowledge, there are no existing or planned utility
moratoriums.

Site Hazards: The subject property is not within a FEMA Special Flood Hazard
Area. The community of Pacific Grove is not participating in the FEMA program;
thus, flood hazard insurance is not available through this federal program.

Earthquake Fault Zone

The property is not located in any known earthquake fault zones. However, the
region is subject to periodic earthquake tremors. We know of no particular
reason why the site would be at a greater risk than other area properties.


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<PAGE>

Pine Grove Apartments, Pacific Grove, CA


Rent Control:

Monterey County and Pacific Grove do not have rent control. The county does have
an "inclusionary housing" program that provides for affordable "low-income"
housing. Low and moderate housing assistance is available through a variety of
programs offered by the Housing Authority of Monterey County, the City of
Pacific Grove, and CHISPA, a non-profit housing developer.

Contamination/Toxics:

We have inspected the property with the due diligence expected of a professional
real estate appraiser. It is important to note, however, that the appraiser(s)
are not qualified to detect hazardous waste and/or toxic materials. Such a
determination would require investigation by a qualified expert in the field of
environmental assessment. To our knowledge, there are no potentially hazardous
materials that would affect the valuation and/or marketability of the property
as of the date of valuation.

The appraised value of the Pine Grove Apartments is specifically predicated on
the assumption that there are no hazardous materials on or in the property that
would cause loss in value.

Easements and Restrictions:

Normal public utility easements are assumed that are not considered to adversely
affect marketability.

Site Analysis Conclusion

In summary, the Pine Grove Apartments complex has a site consisting of 2.37
acres configured on two lots on one legal parcel improved with 100 rentable
units. All utilities are available, including sewer service, electricity, gas,
telephone and cable television.

TAXES AND ASSESSMENT ANALYSIS

In the State of California, property is enrolled at 100% percent of market
value, as determined by the Assessor upon transfer of ownership or significant
new construction. The maximum tax rate cannot exceed one percent of the enrolled
value, plus general and/or special assessment bonds and fees approved by the
voters.

The Monterey County Assessor Parcel Number for the Pine Grove Apartments is
006-371-023. The assessed values allocated between land and improvements, for
the tax year 1996-97, are as follows:

        ------------------------------------------
              LAND                     $413,919
        ------------------------------------------
          IMPROVEMENTS                $1,470,353
        ------------------------------------------
         PERS. PROPERTY                 $29,200
        ------------------------------------------
              TOTAL                   $1,913,472
        ------------------------------------------


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   Robert Saia & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
<PAGE>

Pine Grove Apartments, Pacific Grove, CA


For the Pine Grove Apartments, real estate taxes for the 1996-97 tax year are
$19,790.64. Direct assessments of $368.90 are included. The tax rate for the
Pine Grove Apartments is 1.01500 percent per $100 of full cash value. A direct
assessment, considered typical for Pacific Grove, is imposed by the Monterey
County Ambulance Service/911 (.001500) and added to the one (1) percent base tax
rate as specified by Proposition 13 for California. There are no special
assessment bonds, according to the Monterey County Tax Collector Department.
Both installments have not been paid for 1996-97. The reader should refer to the
preliminary title insurance report for specific amounts of any unpaid previous
tax installments. The first installment for 1996-97 is due November 10, 1996.
The tax rate area for the Pine Grove Apartments is 004-000.

Re-assessment of the Pine Grove Apartments: Proposition 13

The current tax amounts for the 1996-97 tax year will not remain the same
beginning on July 1, 1197. According to Proposition 13 for California, the
subject property will be re-assessed, most likely based on the new sale price or
market value at time of sale. The assessments will be based on full cash value
using a tax rate per $100 of full cash value. The passage of Proposition 13
establishes a maximum property tax of one percent of full cash value. The
mandated one percent (1%) property tax level converts to a $1.00 base tax rate.
The additional rate imposed by the Monterey County Ambulance Service/911 is be
added to the $1.00 base rate.

ZONING DESCRIPTION AND ANALYSIS

The Pine Grove Apartments complex is currently under the zoning designation of
R-3-M by the City of Pacific Grove. This zoning designation specifically refers
permitted uses designated in the R-3 district, such as single or two-family
dwellings, multiple dwellings, apartment houses and dwelling groups; a use
permit must be secured if the total number of family units exceeds seven (7).
Combining existing structures with new structures are also allowed; rooming or
boarding houses are also allowed, subject to first securing use permits. The
R-3-M zoning designation, in addition to including all uses found under R-3,
also includes motels, hotels, adult communities, retirement homes and rest
homes, all subject to first securing use permits.

Section 23.52.040 of the Municipal Code indicates the intent of the R-3-M
District. "It is the intention of the ordinance codified in this section to
preserve the essential residential character of the city, and to prevent the
adverse impacts of such from developments in the R-3-M Districts."

Section 23.52.030 of the Code indicates the regulations for R-3-M uses.
Sub-section (a) states: "In no event shall less than 2,000 square feet (of land)
per occupied unit be allowed." After reviewing the property file on record at
the City of Pacific Grove Community Development Office it was determined that
the subject property "as improved" constitutes a legal non-conforming use. The
subject property operates under a provision adopted prior to the last


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ordinance amendment in 1986. The subject is allowed under a 990 square foot of
land area (minimum) per unit regulation. The subject property contains 103,237
square feet of land area; under the "990" regulation, 104 units are allowed. The
subject Pine Grove Apartments have 100 units.

Section 23.64.190 of the Code refers to Off-Street Parking & Storage. Current
regulations require one and one-half parking space for each apartment unit
having less than two bedrooms; however, the subject property today is considered
to have legal non-conforming parking. The subject property was approved for
construction in 1963 and conformed to the requirements for off-street parking
that were enacted in the prior year (1962). Current on-site parking appears
adequate in view of the fact that some of the Pine Grove residents are senior
retired citizens who because of different reasons do not require or use a
vehicle. The Pine Grove Apartment complex has a total of 96 parking spaces of
which 52 are covered.

Conclusion

It appears that the subject property meets all applicable city zoning, building
and parking requirements (grandfathered-in according to 1962 requirements).

IMPROVEMENT DESCRIPTION AND ANALYSIS

The Pine Grove Apartments were constructed in 1963 (permit #3115). There are a
total of 100 rentable units located on 2.37 acres (a combination of 2 lots on 1
parcel) configured with a 3-story apartment building. The Pine Grove Apartments
contain a total of 69,232 square feet of net rentable building area. There are
also three (3) laundry rooms, one (1) swimming pool, men's and women's saunas
(located on 2nd & 3rd floors), two (2) exercise rooms, one (1) recreation room,
and a Jacuzzi. The swimming pool (permit #3190) measures 28'x44' and was
installed by Blue Haven Pools.

The Pine Grove Apartments are considered Class D Building(s) Construction Type V
(wood frame) of the Uniform Building Code. Class D buildings are characterized
by combustible construction. The exterior walls are made up of closely spaced
wood studs with an exterior masonry stucco siding. The roof, consisting of a
built-up 3-ply tar & gravel material, is supported by a wood truss system with a
concrete slab floor on 1st floor area. The upper floors (2nd & 3rd stories)
consists of plywood sheets. Also, the subject is in a class of construction
referred to as protected one-hour construction. In 1984 a solar hot water system
was installed on the south-facing portion of the roof. Thirty (30) 4'x10'
collectors were mounted and the panels were put on racks. A 1,625 gallon storage
tank with automatic controls, pump system, valves and sensors was included.
Tor-Sun, Inc. was the contractor.


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Pine Grove Apartments, Pacific Grove, CA


Unit Mix-Pine Grove Apartments

- --------------------------------------------------------------------------------
         TYPE                        UNITS              AREA (sf)
- --------------------------------------------------------------------------------
        1BR/1BA                       76                   640
- --------------------------------------------------------------------------------
        2BR/1BA                       24                   858
- --------------------------------------------------------------------------------

Note: Information regarding the individual unit sizes was provided by the
on-site Lincoln Residential Services Management Company in the form of floorplan
sketches. The appraiser was provided interior access to a representative unit of
each type. The gross living area estimates for the units indicated above are
based on exterior wall measurement taken by the appraiser. It is assumed that
the interior conditions of all units are similar to those inspected

Interior Improvements: Pine Grove Apartments

Floor coverings consist of wall to wall carpeting over concrete slab in lower
levels and over plywood subfloor in upper levels. Vinyl flooring is in kitchens
and bathrooms. Central heating is included in all units. The kitchens have
Formica countertops, built-in electric range and ovens, dishwashers, garbage
disposals and stainless steel sinks. Bathrooms are improved with tile tub and
shower enclosures and cultured marble vanities. Overall condition is considered
good. Many of the units have recently been upgraded with new carpeting and
interior painting. Most of the original windows have been replaced; exterior
painting, asphalt repair, sealing and striping are completed; re-roofing is
complete (permit# 92-0018) with a new Fiberglas tar & gravel material.

Effective Age

The actual age of the Pine Grove Apartment complex is 33 years. An average
quality Class D apartment project is estimated to have a total economic life of
fifty (50) years. This is based primarily on the performance of many comparable
properties built in the 1940's and 1950's still in existence in Monterey County
and capable of attracting tenants due to upgrading and above-average
maintenance. In addition, the Marshall and Swift Cost Valuation Service provides
reasonable support for an estimated total economic life expectancy of fifty (50)
years. Because the Pine Grove Apartments has undergone recent upgrading, it is
the appraiser's opinion that an estimated overall effective age of twenty years
is considered reasonable and supportable.

Remaining Economic Life: The remaining economic life of the Pine Grove
Apartments is estimated at 30 years, although it certainly could be longer or
even shorter. This estimate is made by deducting the effective age of 20 years
from total economic life of 50 years.

HIGHEST AND BEST USE ANALYSIS

Definition

Highest and best use, as used in this appraisal, is defined as that reasonable
and probable use that will


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support the highest present value, as defined, as of the effective date of the
appraisal, September 28, 1996. Alternatively, that use, from among reasonably
probable and legal alternative uses, found to be physically possible,
appropriately supported, financially feasible, which results in highest land
value.

The above definition of the "Highest and Best Use" is in reference to land that
is unimproved. In cases of improved land, a determination of the contributory
value of the improvements to the land must be made. The improvements found on a
site may be of inappropriate use, but will continue until the land value exceeds
the total value of the property in its existing use.

Discussion

Our opinion of the highest and best use of the subject land parcel will be
supported based upon our analysis of the four tests outlined below:

            1.    Legally Permissible Use. This type of use is legal and
                  conforms to the zoning assigned to property, as well as to the
                  City's planning goals.

            2.    Physically Possible Use. The shape, size, and available
                  utilities are adequate to serve this use.

            3.    Financially Feasible Use. Population and immediate income
                  statistics support the feasibility of the highest and best use
                  based upon the quantity, quality, and distribution of the
                  income and its prospective users.

            4.    Maximally Possible Use. An analysis of which possible legal
                  uses will produce a net return and/or create value to the
                  site.

All three standard appraisal approaches to value are affected by the highest and
best use. Therefore, valuation is highly dependent upon the conclusions set
forth by this analysis.

Physically Possible

Section 23.52 of the City of Pacific Grove Municipal Code specifies the general
regulations, permitted uses, statement of intent, provisions and amendments to
the R-3-M District. The subject property has a combined site size of 103,237
square feet. Based on this site area, the site is physically capable of being
developed with the current apartment improvements as well as other multi-family
configurations, motels, hotels, adult communities, retirement homes and rest
homes. A subdivision of the 2.37 acre site will also allow for development of
single family homes.

Legally Permissible

The subject is zoned and general plan designated to allow for apartment houses,
among many other alternative residential uses. As existing, the subject is a
legal and conforming use. The Pine Grove Apartments complex is legally
permissible under the current zoning regulations.


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Financially Feasible In evaluating the most reasonable and probable use of the
vacant site, we considered the demographics of the surrounding area, land use
patterns, local market supply and demand, general market conditions, and the
physical characteristics of the property itself. The most feasible and
marketable use for the subject site appears to be for ether apartments or
multiple dwelling groups, given the immediate neighborhood properties along
Grove Acre Avenue, such as the adjacent apartment complex known as Eden Rock
Apartments or the Villa Pines Apartments across the street from the subject. The
southeast corner of Grove Acre Avenue and Lighthouse Avenue is improved with the
Terrace Oaks Inn. Current market conditions reflect a vacancy rate of less than
two (2) percent citywide for apartments or multiple family dwellings. The
subject site would most likely not be improved with a motel or inn since it does
front to a feeder street location, such as Asilomar Boulevard or Lighthouse
Avenue.

Maximally Possible Use

The final of the four tests in the highest and best use analysis is the use that
maximizes the land value by providing the highest return. This test must be
considered sequentially with the prior three tests; it makes no difference that
the most probable highest value is a apartment complex, for example, if the
zoning does not permit this use. The most profitable use is a multi-family or
apartment use. This is largely based on the fact that the current improvements
are apartments and are configured on the site as such. At the present time, the
City of Pacific Grove Community Development Department recognizes through its
general plan the R-3-M zoning which allows high density residential use in the
subject's neighborhood and is aware of the changing market conditions and
limited inventory of remaining vacant land available for apartment use in the
city. The immediate neighborhood environs reflect apartment use along Grove Acre
Avenue. Apartment use on the subject site is considered to provide the highest
return to the land and maximize the land value.

Highest and Best Use Conclusion - As Improved

In conclusion, the highest and best use of the Pine Grove Apartments, as
improved, is apartment use.

Highest and Best Use Conclusion - As Vacant

In conclusion, the highest and best use as vacant is a multi-family or
apartment-type use.


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THE APPRAISAL PROCESS
================================================================================
The estimation of a real property's market value involves a systematic process
in which the appraisal problem is defined and the data required is gathered,
analyzed and interpreted into an estimate of value. Traditionally, three methods
of valuation have been used in appraising: the Cost, Sales or Market Comparison
and Income Approaches.

In the Cost Approach, the value of the site is first estimated by comparing it
to similar sites that have recently sold or are currently offered for sale.
Replacement cost new of the improvements is determined by reference to actual
costs of similarly constructed properties. Depreciation from all sources is then
deducted from the replacement cost new of the improvements to arrive at the
present value. The depreciated value of the improvements is added to the
estimated land value to arrive at the total value by the cost approach. In this
appraisal, however, NationsBank has requested that the cost approach be omitted
from this appraisal assignment. The cost approach has been determined to have
little to no significant applicability in the valuation of 10 to 30 year-old
multi-family properties due largely to the subjectivity involved with estimating
depreciation in older properties. Moreover, cost and value are oftentimes not
the same.

The Sales Comparison Approach involves comparison of the subject to similar
properties that have recently sold or that are offered for sale. These sales are
reviewed for differences from the subject in the date of sale, location of the
site, physical characteristics and other factors. The comparable properties are
then adjusted to formulate a value range for the property being appraised.

The third of the three valuation techniques is the Income Capitalization
Approach. This approach involves estimating net operating income, and
discounting this income to a present worth through the capitalization process.
For most income-producing properties, including apartments and multi-family
properties, this is the better valuation technique.


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INCOME CAPITALIZATION APPROACH
================================================================================

The first and primary approach applied to the valuation of the subject is the
income capitalization method. This technique involves conversion of future
anticipated income into an estimate of present value by the capitalization
process. This procedure involves three steps as indicated below:

      1.    Estimate gross income from available rental information and the
            subject's operating history;

      2.    Estimate and deduct vacancy and collection loss allowance and
            operating expenses to derive net operating income; and,

      3.    Select an applicable capitalization method or methods, develop the
            appropriate capitalization rate, and complete the necessary
            computations to derive an economic value indicated by the income
            capitalization approach.

Required Information

Documents that are helpful to better estimate value under the Income Approach
include the following:

         o   Income/Expense statements
         o   Personal Financial Statements of Owner (if applicable)
         o   Rent Roll
         o   Lease Agreements
         o   Other (service agreements)

Income and expense statements. Operating statements provided by management over
the past two years and eight months are included in the Addenda.

Personal Financial Statements. The owner's personal financial statements are not
required to appraise the property, but can be helpful under certain
circumstances. While market value intrinsically assumes transfer to a willing
and knowledgeable buyer at market price, financial statements of the owner often
provides insight into the current management quality and style of the property.
An undercapitalized owner, for example, may not be able to institute correction
of deferred maintenance that will enhance livability. As such, occupancy and
rates may suffer from inadequate level of maintenance, which results in loss of
reputation. Financial statements of the subject ownership have not been
reviewed. However, based on conversations with management and the overall good
maintenance level and high occupancy of the property, it can logically be
assumed that ownership is capable of operating the property in a strong
professional manner. Based on conversations with management, and inspections of
other properties owned by Thysen and managed by Lincoln Residential Services,
the subject has been operated in a professional manner and there appears to be
no operational problems.


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Rent Roll: A roll of the current tenants has been provided by management as of
September 30, 1996. As of this date, no units were vacant. Thus, there is no
vacancy at this particular time.

Lease Agreements: A copy of the standard 2-page residential rental agreements
has been reviewed. Units are on either 7, 8, 9 and 10 month short-term leases.
The rental agreements are typical of others used in the marketplace. Utilities,
except for water, trash and basic cable are paid for by the tenants. There is a
late charge of $30 if management elects to accept rent after the third of the
month, and a $20 returned check fee. No pets are allowed without written
consent. Use of the premises shall be for a private residence only. First month
and security deposits are collected prior to the tenant moving in.

Capital Improvements: Capital expenditures over the past two years have also
been reviewed and/or discussed with the property manager. Improvements to the
property over the past year and half include the following:

o  Asphalt repair, seal and striping 
o  Carpets in common hallways; window replacement 
o  New appliances and carpets in most units (ongoing) 
o  Reroofing 
o  Exterior painting 
o  Office and lobby remodel

Occupancy trends: In addition to the above, occupancy trends of the complex have
been reviewed. Since Lincoln Property took over as managers, occupancy has been
increasing. This is due mainly to correction of deferred maintenance items and
an improving rental market. The new management has also qualified tenants better
which have resulted in less turnover and less evictions. Moreover, seasonal
tenancy has been reduced by the implementation of leases.

Subject Asking Rents

As of September 30, 1996, the following monthly rents (all unfurnished) were
being charged at the subject complex:

    24    1BR/1BA     640 sf      $695         $1.09/sf             $16,680
    26    1BR/1BA     640 sf      $715         $1.12/sf             $18,590
    26    1BR/1BA     640 sf      $725         $1.13/sf             $18,850
     8    2BR/1BA     858 sf      $795         $0.93/sf             $ 6,360
     8    2BR/1BA     858 sf      $825         $0.96/sf             $ 6,600
     8    2BR/1BA     858 sf      $850         $1.08/sf             $ 6,800
                      ------      ----         --------             -------
   100                692 avg.    $739/avg.    $1.06/sf avg.        $73,880

All rents include water, trash removal and basic cable. Tenants pay their own
electric and gas (Pacific Gas & Electric Company), telephone, and premium cable
channels. To qualify, prospective tenants must have three times the monthly
rental rate and a positive credit report and previous rental history. There is a
$25 application fee (includes credit report). The application fee is
non-reimbursable.


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The above price list was set in September 1996. Management periodically surveys
other complexes in the area in order to maintain market rental levels. At this
time, there are no rental specials or concessions. As explained earlier, market
conditions have been improving gradually over the past year, and apartment
complexes in Pacific Grove are not offering any rental concessions at this time.

As can be noted on the rent roll in the Addenda, a number of subject apartment
units are at the above quoted rates. Those units with leases expiring will be
moved to the new rates. At this time, there is a difference of approximately 1.8
percent between the market and actual rents.

Rent Survey and Analysis

In order to determine whether the subject rentals are at or within a market
rental range, a survey of competing complexes was made. This analysis involved a
comparison of amenities and facilities offered by competitive projects with
those offered by the subject.

The two competing complexes considered most useful in estimating the subject
economic or market rental level are summarized on the following two pages.

All rental rates quoted in the survey are month-to-month or short-term leases.
None of the complexes surveyed in this report had long-term leases. All
complexes are garden style two and/or three-stories of similar vintage and
design as the subject. All are located in the general subject neighborhood.
Typically, rents include water and trash removal (and sometimes basic cable
service). None of the complexes were offering any specials.


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                            RENT COMPARABLE NUMBER 1

Name:                         Villa Pine Apartments

Location:                     215 Grove Acres, Pacific Grove

Age/Type:                     1972/garden design - 30 units

- --------------------------------------------------------------------------------
                              Type         Rent          SF       Rent/SF
                              ----         ----          --       -------
Monthly Rent:                 1BR/1BA =    $575+         N/A      N/A
                              2BR/1.5BA =  $750+         N/A      N/A
- --------------------------------------------------------------------------------

Utilities included in Rent:   water and trash

Recreational Amenities:       none

Vacancy:                      0%

Comments:                     Average plus quality, good condition. Parking 
under buildings. No specials. Leases neg. Source: (408) 373-2401


                                 [PHOTO OMITTED]


                                                                              33
<PAGE>

                            RENT COMPARABLE NUMBER 2

Name:                         Eden Rock Apartments

Location:                     210 Grove Acres, Pacific Grove

Age/Type:                     1956-60 (circa)/ garden design - 45 units

- --------------------------------------------------------------------------------
                              Type         Rent          SF       Rent/SF
                              ----         ----          --       -------
Monthly Rent:                 1BR/1BA =    $$550-650+    N/A      N/A
                              3BR =        $$775-800+    N/A      N/A
- --------------------------------------------------------------------------------

Utilities included in Rent:   water and trash

Recreational Amenities:       pool, rec room

Vacancy:                      0%

Comments:                     Average quality, average condition. Located next 
to subject. Average appeal.


                                 [PHOTO OMITTED]


                                                                              34
<PAGE>

Pine Grove Apartments, Pacific Grove, CA


All rental rates quoted in the survey are month-to-month or short-term leases.
None of the complexes surveyed in this report had long-term leases. All
complexes are garden style two and/or three-stories of similar vintage and
design as the subject. All are located in the general subject neighborhood.
Typically, rents include water and trash removal. None of the complexes were
offering any specials.

Although there are more complexes in the general area, we have only specifically
shown two comparables that are located next to the subject. Both are on Grove
Acres. These comparables adequately support the subject rents. Moreover, the
subject market rents are well supported by the fact that actual rents are less
than 2 percent different with many of the units already at the market rent.

Rental Number 1 represents Villa Pines Apartments located next to the subject at
215 Grove Acres. This is a 30 year old garden walk-up complex containing 30
units. The condition is good and the quality is above average. One bedroom units
rent from $575 per month, and two bedrooms/1.5 baths at $750+ per month. The
average unit sizes are not known, although it appears that they are similar to
the subject. No units were available at time of inspection. The subject units
are slightly higher in price partly due to its pool and basic cable being
included in the rent. Overall, Villa Pines supports the rents at the subject.

Rental Number 2 represents Eden Rock Apartments located at 210 Grove Acres next
to the subject. This is a 40 year old garden complex of average quality.
Amenities consist of a pool and recreation room. One bedroom units rent from
$550 to $650 depending on size, and three bedroom units range from $775 to $800
per month. The appeal of this project is somewhat less than the subject.
Overall, this comparable supports the subject rents for its one bedroom units.

Market Rental Conclusion

The comparables surveyed as well as the actual subject rents themselves support
the "market" rents currently being charged. Since the market rents are only
slightly below the actual rents, and rents have been gradually increasing, we
have used market rents in estimating gross income.

Subject Market Rental Income (@ 100 percent Occupancy)

Based on market rents, the subject would have the following monthly income at
100 percent occupancy.

                 $73,880     x      12       =       $886,560

Actual Reported Income

Shown on the following page is a table outlining revenue for 1994, through
August 31, 1996. Rental income for September 1996 is also shown. Income
statements are shown in the Addenda.


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<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
                  1994                    1995                  YTD (`96)             Aug. 96
- -------------------------------------------------------------------------------------------------------
<S>               <C>      <C>            <C>      <C>          <C>      <C>          <C>     <C>      
*Gross Rents:     $743,549 ($620/unit)    $783,817 ($653/un)    $541,548 ($677/un)    $72,571 ($726/un)
Laundry           $ 7,877                 $ 7,175               $ 5,495               N/A
**Other           $20,833                 $23,447               $21,180               N/A
</TABLE>

*   - collected rents
**  - includes deposits ($11,296 refunded in 1995; $12,094 refunded in 1996) 
N/A = Not available

Rental Income Estimate: Almost all of the subject's total income is derived from
rents. As shown above, rental income has increased significantly over the past
year. This is due to in part to new management, an improving rental market and
upgrades made to the project.

The actual rental income for the month of September 1996 was $72,571, or $726
per unit. The market rent is 1.8 percent higher.

Laundry: The laundry income is stabilized at $8,500 per year.

Other: Other income consists of retained deposits, late charges, nsf checks, and
miscellaneous charges to tenants. The large percentage of this category relates
to security deposits. Although forfeited security deposits and late charges are
a source of income, it is not included in the reconstructed operating statement
as part of ongoing cash flows. This is because this type of income was not
accounted for in the computation of gross and net operating incomes for the
comparable sales.

Total Gross Income: Total gross annual income is estimated at $895,060.

Vacancy and Collection Loss

In estimating a stabilized vacancy factor, several factors were considered.
First, vacancy has decreased over the past few years due to new management and
improving market conditions. In 1993, market conditions were soft and vacancy
was higher than it is today. The property has been upgraded over the past two
years. Meanwhile, market conditions have improved due to an expanding economy.
The resurgence of "Silicon Valley" to the north, and an improving California
economy has created many new jobs for the general area.

As of the inspection date, the subject complex was fully occupied. This is
consistent with comparable Pacific Grove projects at this time. And, since there
is virtually no developable land remaining, it is unlikely that any new larger
apartments will be built over the next several years. Consequently, vacancy
should continue to remain low (below 2 percent).

In addition to vacancy, consideration must also be made for ongoing collection
loss. In the case of the subject, collection loss is not a significant factor. A
1 percent rate has been used.

Assuming continued good professional management, stabilized vacancy and
collection loss should run at approximately 3 percent on average. There is the
strong possibility that vacancy and collection will


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fall below this estimate over the next 12 to 24 months, however, longer-term,
consideration should be made for decreased economic activity and possible higher
vacancy.

Effective Gross Income

The effective gross income is estimated by deducting three percent from
estimated gross income, as shown below:

          Gross Annual Income:                              $895,060
          Less: Allowance for Vac/Collection (3%)            (26,852)
          EFFECTIVE GROSS INCOME                            $868,208

Expense Analysis

In order to estimate the value of the property by the income capitalization
approach, expenses must be deducted from effective gross income to arrive at a
net operating income estimate. Like other types of income property, apartment
property expenses are a function of services provided as well as physical and
geographical characteristics of the property itself. Operating and 'fixed"
expenses vary from complex to complex, but generally fall between 33 to 45+
percent of revenue (gross income), including replacement reserves.

Expenses can be broken down into per unit per year (or month), or as a
percentage of rental revenue or effective gross income. Expenses as a percentage
of income change depending on revenue levels. It can be difficult to compare
apartment expenses on a line-by-line basis. No two apartment complexes are
alike.

Shown on the following page is a recent operating history of the subject.
Expense categories are analyzed and discussed below. It should be noted that new
management took over in 1995; expense records previous to 1995 are not complete
and do appear to reflect current conditions.

Real Estate Taxes & Direct Assessments

California state law requires the reassessment of any parcel upon change of
ownership. The market value of the subject property intrinsically assumes a
hypothetical sale. Therefore, it is necessary to estimate real estate taxes
based upon market value.

In the State of California, property is enrolled at 100 percent of market value
as determined by the County Assessor upon transfer of ownership or significant
new construction. The maximum tax rate cannot exceed 1 percent of the enrolled
value, plus general assessment bonds and fees approved by the voters. Enrolled
value can be increased by a maximum of 2 percent per year, absent transfer, or
new construction, based on the cost of living. Under Proposition 8, approved
subsequent to Proposition 13, value can also be decreased to reflect current
market conditions. The actual taxes are below what the new taxes would be based
upon market value. According to the Monterey County Tax Collector Department,
there are no special assessment bonds. The tax rate is approximately 1.01
percent.


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Since market value has not yet been estimated by the income capitalization
approach, a technique which adds the composite tax rate reflecting the ad
volorem taxes to the capitalization rate has been used. The resulting value
estimate is then multiplied by the composite tax rate to obtain the amount of
new taxes. This method gives only an approximation since the assessed value may
not necessarily be the sale price (or market value). In addition, the value
conclusion by the sales comparison approach has been used as a guide. Applying
the tax rate of 1.01 percent, results in new taxes of $58,000.

- --------------------------------------------------------------------------------
                       SUBJECT PROPERTY OPERATING HISTORY
- --------------------------------------------------------------------------------

Expense Item                    1994           1995        1996 (ytd)
- ------------                    ----           ----        ----------

Payroll                       $ 50,319       $ 61,640       $ 47,482
Utilities                     $ 68,886       $ 81,695       $ 54,702
Insurance                     $ 31,926       $  4,386       $    173
Taxes &                       $  1,278       $  1,256       $  9,780
  License & Permits           $    360       $  2,028       $    830
Management Fee                $    N/A       $ 20,594       $ 19,213
Administrative                $  7,217       $ 17,409       $ 12,957
Maintenance & Repair          $ 37,974       $ 79,924       $ 52,936
Gardening/Landscaping         $  7,843       $  7,195       $  6,901
Cable T.V                     $  9,338       $  8,503       $  6,183
Security                      $    439       $    945       $    330

- --------------------------------------------------------------------------------
TOTAL                         $215,580       $285,575       $211,487
Per Unit                      $2,156/unit    $2,856/unit    *$3,172/unit

* - annualized
- --------------------------------------------------------------------------------

Note: Maintenance & Repair in 1995-96 include carpet replacement at a cost of
$40,363. This is not an annually recurring expense and has not been treated as
such.

License and Permits

In addition to taxes, apartment properties incur license and permit fees. Based
on $20 per unit, the stabilized annual estimated is $2,000 (rounded).

Payroll

The manager lives in the complex and the unit rent is included as part of her
compensation. Payroll expense was reported at $50,319 for 1994. In 1995, it
increased to $61,640 as the complex went through management changes and
upgrading. This category includes payroll taxes, state compensation insurance,
unemployment taxes, wages for manager and office workers as well as maintenance
personnel, and bonus. It should also include the loss of rent for the manager's
unit. To date, this category is $47,482. Based on payroll at other complexes,
this expense has been stabilized at $71,000, or $710 per unit.


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Pine Grove Apartments, Pacific Grove, CA


Utilities

Utility expense includes water, trash, basic cable, sewer, electrical for
exterior site lighting and for other common amenities, including laundry
facilities, filtering equipment for the pool, lighting for the clubhouse, etc.;
tenants pay their own telephone, electric, and premium channel cable.

Trash removal service is included in the monthly rent for all units. Utility
expense can be estimated on a price per unit or on a price per square foot
basis. The projects with the greatest amount of amenities and larger unit sizes
generally show the highest rates of utility expenses. In 1994, utilities were
reported at $689 per unit, and in 1995 it was reported at $817 per unit. The
annualized projection for 1996 is $821 per unit. We have stabilized this expense
at $82,000 ($820/unit), which is consistent with prior years and other apartment
complexes throughout the region.

Insurance

Insurance expense has been stabilized at $110 per unit as based on similar
complexes throughout the region. Actual expense has not been reported.

Management Fee (Supervisory Management)

Lincoln Property Company has been managing the property over the past year and
one-half. The reported fee was $20,594 for 1995. To date in 1996, the fee totals
$19,213. The fee will increase with the increase in rental. Normally, management
companies will charge from a low of 3 for large projects to a high of 6 percent
of collected rent for smaller complexes. A rate of 4.0 percent on collected
rents is reasonable for this project.

Maintenance and Repair

This category includes on-going maintenance and repairs that include the common
areas, plumbing, pool, and electric. This category also includes building/pool
supplies, appliance replacement and decorating supplies. In 1995, several
carpets were replaced. Carpets have also been replaced in 1996 as tenants move
out. Other capital improvements have been as well. This level of replacement
does not recur on an annual basis, thus an adjustment is required in stabilizing
this expense. Normally, maintenance and repair ranges from $400 to $600 per
unit. The actual subject expense has been substantially higher due to the
refurbishing of the complex over the past year. It should also be noted that
this category does not include landscape/gardening and exterminating contracts
or wages for maintenance personnel.

Administrative

This category consists of advertising and promotion, office supplies, computer
expense, legal, credit check expense, and miscellaneous expense such as
stationary, postage, etc. As shown in the Income & Expense Statement prepared by
Lincoln Property Residential, a management fee paid to Lincoln is included under
this category. In this analysis, the management fee has been separated and
discussed under its own category.

Gardening/Landscaping/Cable T.V./Security

Landscaping is contracted to a private landscape company (recently hired). Basic
cable is included in the rent, thus it is an expense to the landlord. Security
patrol and exterminating are also contracted.


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Pine Grove Apartments, Pacific Grove, CA


Total expense reported in 1995 was $16,643. The total for the first eight months
of 1996 is $13,414. We have stabilized this category at $18,000 per year.

Replacement Reserves

Most owners do not utilize the replacement reserve account during the analysis
or operation of an apartment complex. Rather, capital improvement items are
often expensed as they are incurred. However, since capital expenditures affect
the investor's cash flow, an analysis of the property's value must account for
these expenses in the form of appropriate reserves for replacement.

Reserves for replacements are estimated at 2.5 percent of EGI, which equates to
$220/unit. This takes into account the current good condition, lower effective
age and recently completed capital improvements of the project. Items which are
commonly associated with a reserve account include repaving of drives,
replacement of underground utility pipes and electrical conduit, roof and
foundation, as well as resurfacing of the pool new appliances, etc. (i.e., items
that are not normally expensed year to year).

Net Operating Income

Total stabilized expenses and collection loss allowance amount to $361,000, or
$3,600 per unit. This also equates to 41.5 percent of effective gross income.
This is in-line with other Pacific Grove/Monterey projects.

Net operating income is estimated by deducting operating and fixed expenses from
effective gross income, as shown below and on the following page:

- --------------------------------------------------------------------------------
         Effective Gross Income                       $868,208
         Total Expenses                               (361,000)
         Net Operating Income Before
          Income Taxes & Depreciation                 $507,208
- --------------------------------------------------------------------------------

Capitalization Rate Analysis

After net operating income is estimated, an appropriate capitalization method is
selected. Of the various techniques, the one that is almost always used due to
its simplicity is direct capitalization. This method employs the use of a single
rate known as the overall rate. The overall rate reflects the relationship
between the projection of annual net operating income and a sale price or an
estimate of value. It is calculated by dividing the net operating income of the
sale into the sale price. When the property is purchased all cash, which is rare
for larger apartments, and there is no subsequent change in value or income,
then the capitalization rate is also the rate of return on the total property
investment.

In the Sales Comparison Approach section of this report, there is a table in
which we have summarized our analysis of capitalization rates for the comparable
sales. These capitalization rates were based on actual or actual near-term
potential gross annual income less expenses at time of sale. In each case,


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Pine Grove Apartments, Pacific Grove, CA


expenses included new real estate taxes at market value as opposed to actual
taxes which are typically much lower. The capitalization rates derived from each
of these sale properties are summarized below:

Sale No.               1       2      3      4       5     6       7     8
- --------------------------------------------------------------------------------
Cap Rate (%):          8.54    8.6    9.1    9.34    9.6   10.15   7.9   9.69
                       
The main factor influencing capitalization rates is the perception of risk.
Those properties perceived to have higher risk, will sell at higher
capitalization rates. The lower risk properties sell at lower capitalization
rates. Apartment properties, because of their low vacancy, generally fall into
the low risk category. Risk factors that should be taken into account in
selecting an appropriate capitalization rate include the following:

o  Amount of available land zoned to allow future apartments 
o  Upside (or downside) potential of cash flow 
o  Existing or planned government restrictions on use and/or rent increases 
o  Deferred maintenance and remaining life of site improvements 
o  Marketability/liquidity 
o  Availability of financing

Availability of Land (potential of future competition)

There has been very little apartment construction in the area over the past
several years. Currently, only one 8-unit project is under construction. No
rental units have been built since 1990 in Pacific Grove. The primary reason is
the lack of developable land. The cost of construction is also very high, thus
multifamily land that can be developed is usually built out with single family
homes. The place where future apartment construction can occur is in the Salinas
area or possibly on the former Fort Ord site. In both cases, these future units
will not compete with Pacific Grove.

Upside Potential of Cash Flow

Gross revenue projected at stabilized occupancy is based on the market rate. The
market rate, in this case, is almost the same as the actual income. And given
high occupancy in Pacific Grove apartment properties, it appears that rents
will continue to gradually increase over the next 12 to 24 months.
Consequently, upside rental potential appears adequate at this particular time.

Deferred Maintenance

The subject is well-maintained without any significant repairs or deferred
maintenance. Better-conditioned apartments tend to sell at lower capitalization
rates.

Marketability/Liquidity

Appropriately priced, the subject would have reasonably good marketability (see
Marketing and Exposure Estimate sections). This tends to lower the overall
capitalization rate since there would be good buyer demand.

Availability of Financing

Financing should not have a significant impact on the capitalization as capital
is available for this type of property.


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Pine Grove Apartments, Pacific Grove, CA


Capitalization Rate Conclusion

In conclusion, the subject capitalization rate should fall between 8.5 to 9.0
percent, as evidenced by the sales. Discussions with brokers, property owners
and management companies indicate that apartment capitalization rates are
dropping in Santa Clara and Santa Cruz Counties. The subject has good upside
potential. Based on our analysis, the most probable subject capitalization rate
is at the middle of the above range, or 8.75 percent.

           $507,208/ .0875       =       $5,796,665
                                         $5,800,000     (rounded)

                             INCOME APPROACH SUMMARY
- --------------------------------------------------------------------------------

INCOME

      Gross Annual Rental Income                      $903,560
      Laundry                                         $  8,500
                                                      -------- 
    TOTAL GROSS INCOME                                $895,060

Less: Vacancy & Collection Loss Allowance (3%)         (26,852)
                                                      -------- 

EFFECTIVE (COLLECTED) GROSS INCOME                    $868,208

    Stabilized Operating Expenses                           Per Unit (rd)
    -----------------------------                           -------------

         Payroll                             $ 71,000           $710   
         Taxes (Prop 13)                     $ 58,000           $560   
         License & Permits                   $  2,000           $ 20   
         Utilities                           $ 82,000           $830   
         Insurance                           $ 11,000           $110   
         Management Fee                      $ 35,000           4%     
         * Administrative                    $ 17,000           $180   
         Maintenance + Repair                $ 45,000           $450   
         Landscape/Cable T.V./Security       $ 18,000           $190   
         Replacement Reserves                $ 22,000           $220   
                                             --------           ----   
                                                              
      * includes - Advertising & Promotional               

TOTAL OPERATING EXPENSES                     $361,000           $3,600(41.5%)

NET OPERATING INCOME (NOI)                                      $507,208
OVERALL CAPITALIZATION RATE (Applied to NOI)                     .0875
                                                                 -----
- --------------------------------------------------------------------------------
Market Value As Is:                                                $5,796,665
Rounded:                                                           $5,800,000
- --------------------------------------------------------------------------------


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Pine Grove Apartments, Pacific Grove, CA


Other Capitalization Procedures

Other capitalization methods may be used in the appraisal of apartment
properties, although their understanding and use falls far short of direct
capitalization. The Discounted Cash Flow analysis (DCF) is one such method. In
this procedure, the value of a property is equivalent to the present value of
the annual before tax cash flows, over an assumed investment holding period,
plus the sale (reversion) of the property at the end of the holding period, at a
single discount rate. The advantage of this approach is that it identifies
variability in annual cash flows, especially in a startup operation.

The Discounted Cash Flow Analysis requires several assumptions that impairs its
reliability. For this reason, it is oftentimes considered a secondary valuation
method in the appraisal of apartment appraisals.

In this appraisal, the DCF procedure has not been used as it does not provide
any additional insight into the valuation of this property. There are several
reasons for excluding this approach. There is nothing to suggest at this time
that there will be substantial changes in income patterns, although the
near-term trend appears to be continued strengthening and gradual increasing of
rents. Another reason is that there would be several assumptions that would have
to be made. Perhaps the most compelling is that the sales were not purchased on
a DCF approach. Employing a DCF for the subject would require that inferences be
made about each sales as to applicable yield and going-out capitalization rates,
as well as hold periods and annual expense and income increase (or decrease)
projections. If the majority of these sales were purchased in this manner, then
a DCF would have applicability; however, this is not the case.

Income Approach Conclusion

The Income Approach concludes a value of $5,800,000.


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Pine Grove Apartments, Pacific Grove, CA


SALES COMPARISON APPROACH
================================================================================
The Sales Comparison or Market Data Approach involves making an analysis of the
property being appraised based on sales of similar properties. To a lesser
degree, this procedure may consider the asking prices of current listings. The
market data approach presumes that a prospective purchaser would pay no more for
a property than the amount with which he or she could buy another of equal
utility. The reliability of this procedure is determined by: 1) availability of
comparable sales; 2) comparability of sales in terms of date of sale, location,
size, density, or other physical characteristics; and, 3) verification of the
sales data.

Although there are variations, apartment property sales are often analyzed using
four unit-of-comparison indicators:

           o  Price per unit
           o  Gross Income Multiplier or Effective Gross Income Multiplier
           o  Price per Rentable Square Foot
           o  Price per Room
                                  
Price Per Unit Method: The price per unit method is most often affected by unit
size, condition, overall functional utility, and location of a property. Sales
with high average unit sizes which are situated in the most desirable locations
tend to command the highest price per unit. Naturally, the existing potential
rent levels also affect the sale price, thus influencing the price per unit
value. Each of these factors determine the amount of net operating income that
can be generated per unit which is a fundamental measurement of investor return
when applying the price per unit method.

Price Per Room Method: Sale price per room demonstrates the same relationship as
price per unit. Applying the same logic discussed above, which considers the
average unit size of the subject, existing rent levels, and location relative to
the comparable sales, a value per room can be estimated for the appraised
property.

Price Per Square Foot Method. While size is a strong influence in sale price per
unit and price per room, the rent levels attained by a property per square foot
are closely related to the price per square foot it may attain in the
marketplace. It is generally true that all else being equal, the rent per square
foot for larger units is less than the rents per square foot for small units.
Thus, apartment buildings which have larger unit sizes have lower rents per
square foot and therefore have lower selling prices per square foot.

Gross Income Multiplier Method: The gross income multiplier (GIM) technique is
oftentimes perceived as one of the most accurate market measure of value by the
Direct Sales Comparison Approach. The GIM is calculated by dividing the sale
price of the sale property by its gross annual income. This method tends to
equalize property differences such age, size, and number of units. In general,
where there is a fee simple title, apartment properties tend to sell at 5.5 to 8
times multiple on actual income. The range is tempered by a number of factors
that include location, condition, quality, and upside rental potential. The more
desirable properties with good track records will typically be higher on the
scale, whereas lower quality facilities in weak locations tend


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Pine Grove Apartments, Pacific Grove, CA


to fall at the lower side. Since the GIM involves gross income rather than net
income, the appraiser must compare the level of expenses of the comparables with
the subject. This technique works best when expense operating ratios are
reasonably consistent. Comparison is not straightforward, for example, when the
sale property has an operating expense ratio that is significantly higher than
the subjects'. Consequently, when estimating a GIM, care must be taken when
comparing gross incomes. A variation of the GIM technique--effective gross
income multiplier (EGIM)--is calculated by dividing the sale price by the
effective gross annual income instead of the gross annual income. This
technique, however, often does not result in a further refinement since
apartment vacancy (and collection loss) throughout the region is very low.

Comparable Sales Description & Analysis

A search for apartment properties was made on the Monterey Peninsula and
surrounding areas. No market sales of larger apartment complexes (over 75 units)
in Pacific Grove or on the Peninsula during 1995 and 1996 were found. The most
recent apartment transaction in Pacific Grove occurred in 1993; however, this
was an REO that sold well below market potential. A summary of these sales is
summarized on the following pages. Additional information is included in the
Addenda.

To obtain more recent sales data, it was necessary to expand the search into
nearby cities and counties. The strongest sales activity at this time is taking
place in Santa Clara County, adjacent to the north of Monterey County. A number
of larger sales have also taken place in Santa Cruz County, to the west. A brief
description of each sales area and how it relates to Pacific Grove is summarized
in the following paragraphs.

Santa Clara County/San Jose: This is the largest county in the region with a
population of over 1.4 million. It contains the City of San Jose, the third
largest city in California. "Silicon Valley" originated in Santa Clara County.
The county is home to over 2000 electronic firms, including industry leaders
such as Intel and Hewlett-Packard. Over the past 20 months, technological
employment has dramatically increased resulting in the creation of several new
jobs. To fill new jobs, several thousand people have moved into "Silicon Valley"
thus creating a demand for housing. As a result, apartment and other housing
rents have increased substantially, nearly doubling from previous lows in some
cases. Investors have now caught on to increasing rental activity, and sales
activity is brisk. This market has "filtered" into nearby communities, including
Santa Cruz, Alameda County, but to a much lesser degree, Pacific Grove.

The resurgence of the Santa Clara County market comes after six years of
sluggish performance. The last major upswing was in 1982-85 when rents increased
annually by 18 to 20 percent. From 1995 to 1989, rents and vacancy were steady.
In late 1989, following the Loma Prieta earthquake and a decline in economic
activity, vacancy levels started to increase and rents became soft with rental
concessions given in some complexes. Starting in late 1994, the market started
to once again turn upward. In 1995, economic conditions improved and rents
increased to reflect a landlord's market. Today, vacancy is extremely low with
very units available for rent. This is expected to continue for at least the
next six to 12 months as little land is available for new apartment
construction.


                                                                              45
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<PAGE>

                    COMPARABLE MARKET DATA - APARTMENT SALES


<TABLE>
<CAPTION>
      Project Name
Sale  Location                     No. Units    Sale Date (COE)     Year        Sale        Price/    GIM       Price Per Unit
 No.  A.P.N.                       RSF-Bldg                         Built       Price       Sq. Ft    OAR       Cash-on-Cash
===============================================================================================================================
<S>   <C>                           <C>            <C>              <C>      <C>            <C>       <C>           <C>    
[1]   Willow Gardens Apartment
      1750 Stokes Street              186           6/14/96         1971     $13,650,000    $85.17    7.04          $73,387
      San Jose, CA                  160,260                                                           8.54%             6.8%
      -------------------------------------------------------------------------------------------------------------------------
      2-story apartment garden style built in 1970. Word frame, wood exterior. Average quality and condition. 190 covered
      parking spaces (carports). Amenities include pool, spa, laundry, recreation room, balconies/patios, storage lockers, a/c.
      6.40 acres (29.06 du/ac). First loan $10,600,000 from St. Paul Federal Bank. Document #13330744.
      -------------------------------------------------------------------------------------------------------------------------

[2]   Ocean Terrace
      1630 Merrill Street              100
      Santa Cruz, CA                80,724 sf       7/12/96         1972     $6,300,000     $78.04    6.5           $63,000
                                                                                                      8.6%              8.1%
      -------------------------------------------------------------------------------------------------------------------------
      100-unit garden style built on 2.7 acres in county area of Santa Cruz. Built in 1972, there are six buildings, a pool,
      exercise room, sauna, three laundry rooms, and on-site manager's office. Wood frame construction. Average quality and avg+
      condition. 130 on-site parking spaces. AEK kitchens, $4,725,000 first from Home Savings of America.
      -------------------------------------------------------------------------------------------------------------------------

[3]   Fox Creek Village
      196 West Alvin Rd.,               168          9/24/94        1986     $9,350,000     $66.31    6.8           $55,650
      Salinas, CA                   141,856 sf                                                        9.1%             9.87%
      -------------------------------------------------------------------------------------------------------------------------
      Built in 1986, Fox Creek Village consists of 76, 1/br/1ba units measuring 708 sf; 24, 2br/1ba units measuring 875 sf, and
      68, 2/br/1ba units 986 sq ft. The gross building area is 145,023; the net rentable has been reported at 141,856 sf. 36
      units have wood-burning fireplaces. Units include patios or balconies, refrigerators, microwaves, dishwashers, disposals,
      and laundry hook-ups. There are laundry rooms with washers and dryers in the complex. Above average to good quality and
      condition. One covered parking space per unit.
      -------------------------------------------------------------------------------------------------------------------------

[4]   Shangri La Apartments
      2875 David Avenue               43           10/21/93         1968     $1,610,000     $65.23    5.5           $37,441
      Pacific Grove                 24,682                                                           10.25%              15%
      -------------------------------------------------------------------------------------------------------------------------
      REO SALE. Below-market price. Average quality in fair to average condition at time of sale. 1.49 acres. 32, 1br units. 11,
      2Br units. All cash to seller. Garden walk-up. Average location.
      -------------------------------------------------------------------------------------------------------------------------

===============================================================================================================================
</TABLE>

  Note: The above date was obtained from sources deemed reliable. However, the
  accuracy of the data cannot be guaranteed by R. Saia, MAI Associates (9/96)


                                                                              46
<PAGE>

                    COMPARABLE MARKET DATA - APARTMENT SALES

<TABLE>
<CAPTION>
      Project Name
Sale  Location                     No. Units    Sale Date (COE)     Year        Sale        Price/    GIM       Price Per Unit
 No.  A.P.N.                       RSF-Bldg                         Built       Price       Sq. Ft    OAR       Cash-on-Cash
===============================================================================================================================
<S>   <C>                           <C>            <C>              <C>      <C>            <C>       <C>           <C>    
      Hidden Creek Apartments
[5]   200 Button Street               146          7/14/94          1973     $7,400,000     $77.81    6.78          $50,685
      Santa Cruz, CA                95,100                                                            9.6%              N/A
      -------------------------------------------------------------------------------------------------------------------------
      3.8 acres (37 du/ac), 2-story, nine buildings. Garden style walk-up. Average quality and condition. 42 studios, 60
      1br/1ba, 44 2br/1ba units. About half of complex is subsidized housing tenants. Financing terms n/a. Marketing time = 3
      months. Amenities include pools, creek fountain and extensive landscaping.
      -------------------------------------------------------------------------------------------------------------------------

      North Bay Apartment
[6]   41 Granview Street              115          12/15/95         1989     $8,550,000     $81.88    6.11          $74,348
      Santa Cruz                    104,421                                                          10.15%            10.8%
      -------------------------------------------------------------------------------------------------------------------------
      Good quality, 2-story garden style complex built in 1989. Average to good location. Buyer had to pay $300,000 in repairs
      and $175,000 in commissions. Cap Rate is somewhat high based on other sales of similar age, size, and location. Property
      was never exposed to open market.
      -------------------------------------------------------------------------------------------------------------------------

===============================================================================================================================
</TABLE>


  Note: The above date was obtained from sources deemed reliable. However, the
  accuracy of the data cannot be guaranteed by R. Saia, MAI Associates (9/96)


                                                                              47
<PAGE>

Pine Grove Apartments, Pacific Grove, CA

Housing prices in the better areas of San Jose are similar to those in Pacific
Grove, but the average home price in Pacific Grove is higher. However, income
levels are higher in San Jose, and apartment rents are typically higher (as are
values).

Santa Cruz: In general, rental housing in Santa Cruz is similar to the Monterey
Peninsula. Santa Cruz is located on the north side of the Monterey Bay across
the bay from Monterey. Santa Cruz is a good area to draw comparable sales for
comparison to Pacific Grove. In fact, Sale Number 2, located in Santa Cruz
county, is an excellent comparable. Santa Cruz is a coastal community that
relies heavily on tourism and agriculture; some technology has filtered into the
area from Silicon Valley (similar to Monterey Peninsula). Rents have been
increasing, but not nearly at the pace of San Jose. Occupancy is also extremely
high in this area.

Adjustment Process

The most common unit of comparison indicator for apartments is price per unit.
As such, the subject has been adjusted to the comparable sales on this basis. A
sequence for making adjustments must be followed when percentage adjustments are
calculated and added together. The first adjustment is for property rights
conveyed. In this case, all properties sold fee simple or leased fee (short term
leases of less than one year); no leasehold sales were included. Thus, no
adjustment was required.

The second adjustment converts the transaction price of the comparable into its
cash-equivalent or modifies it to match the financing terms projected for the
subject property. No sales with financing favorable enough to significantly
influence the sales price were included, no adjustment was required.

The third adjustment is made for conditions of sale or other (e.g., personal
property included in sale price). With the exception of sale #4, no REO or
distressed sales were included, and no sales with furnished units were
considered. Every apartment has some amount of personal property that transfers
with the property; however, these items are nominal.

Other adjustments considered were based on differences in market conditions,
appeal, quality/density, condition, and size. No specific adjustment was made
for rent control (i.e., San Jose complexes), although this is considered in the
location adjustments. There is no rent control in Pacific Grove.

Shown on the following pages is a table summarizing eight apartment sales.
Additional information concerning each sale, including recording data and a
photograph, is in the Addenda.

Apartment Sale Number 1, at $73,387 per unit, is a June 1996 sale of the Willow
Gardens Apartments, an 186-unit garden style walk-up apartment located in a
centrally-located middle-income neighborhood in San Jose. This is an average
quality complex in average condition at time of sale. There are 162, two
bedroom/two bath units, and 24, three bedroom/two bath units. The average unit
size is 861 square feet. Amenities consist of a pool, spa, recreation building,
and laundry rooms. The project sits on 6.40 acres, indicating a density of 29.06
units per acre. The project falls under San Jose Rent Control, which limits
rental increases to eight percent with pass-through for extraordinary and
capital expenses


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<PAGE>

Pine Grove Apartments, Pacific Grove, CA


The purchase price of $13,650,000 represents a rentable per square foot
indicator of $85.17, and a per room value of $17,773. The GIM on actual rental
income is 7.04. On market rents, the GIM is 6.29, indicating reasonably good
upside rental potential. The Overall Capitalization Rate is 8.54 percent on
actual income less actual expenses adjusted for new taxes and reserves. The
cash-on-cash rate is 6.8 percent.

In comparison to the subject, a downward adjustment is required for location. As
noted, San Jose rent levels are higher than those found in Pacific Grove. For
example, a two bedroom/two bath unit at Willow Garden is $1,000+, or about
$150-200 per month per unit higher than in Pacific Grove. A downward adjustment
of 10 percent as based on rental differential appears reasonable (see appeal
adjustment below). The subject's average unit size at only 692 square feet is
well below the comparable, resulting in a 10 percent downward adjustment. The
quality and condition are relatively similar, although the subject has better
appeal (adjusted for under location). Adjusting this comparable by 20 percent,
results in an indicated subject per unit value of $59,000 (rounded).

Apartment Sale Number 2, at $63,000 per unit, is a July 1996 sale of the Ocean
Terrace Apartments, an 100-unit garden style walk-up apartment located in an
unincorporated area of Santa Cruz County between the cities of Capitola and
Santa Cruz. This is an average plus quality complex in above average condition
at time of sale. There are 52, two bedroom/units, and 32, one bedroom/ units.
There are also 16, 3 bedroom units. The average unit size is 807 square feet.
Amenities consist of a pool, sauna, exercise room, and laundry rooms. The
project sits on 2.70 acres, indicating a density of 37 units per acre.

The purchase price of $6,300,000 represents a rentable per square foot indicator
of $78.04, and a per room value of $16,406. The GIM on actual rental income is
6.5. Market rents were about 3 percent higher than actual income during the six
month marketing period. The Overall Capitalization Rate is 8.6 percent on actual
income less actual expenses adjusted for new taxes and reserves. The
cash-on-cash rate is 8.1 percent.

In comparison to the subject, a downward adjustment is required for location. As
noted, Santa Cruz rent levels are similar to Pacific Grove. For example, a two
bedroom unit at Ocean Terrace is $800-850+, compared to $795 to $825 at Pine
Grove. No location adjustment is required. The subject's average unit size is
smaller, resulting in a 5 percent downward adjustment. Both complexes are 100
units, thus no size adjustment is required. Adjusting downward by a total of 5
percent, results in an indicated subject per unit value of $60,000 (rounded).

Apartment Sale Number 3, at $55,655 per unit, represents Fox Creek Village, an
168-unit two-story garden complex built in 1986, located in north Salinas. Fox
Creek includes a pool, tennis court, recreation building and laundry facilities.
There are 76, one bedroom units; and, 92 two bedroom units. The average unit
size is 844 square feet - almost 25 percent higher than the subject. Some of the
units have fireplaces. Parking is by carport stalls and open spaces. The overall
quality and condition are good, superior to the subject.

An adjustment of 15 percent is made for this property's lower effective age and
superior and amenities. However, a 15 percent adjustment is required for the
subject's superior location. Although there are no


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sales in Salinas to determine whether apartment property value has increased
since the September 1994 sale date, it is logical to assume that since rents are
now somewhat higher that values are likely higher as well. Consequently, an
upward adjustment of 5 percent is made. Overall, the adjustments total upward by
5 percent, indicating a subject unit value of $58,000 (rounded).

Apartment Sale Number 4, at $37,441 per unit, is the Shangra La Apartments,
located nearby the subject along David Avenue, in Pacific Grove. This is a
two-story, 43-unit complex built in 1968. It is of average quality and design,
inferior to the subject. The average unit size of only 574 square feet is
significantly smaller than the subject. The condition, at time of sale, was fair
to average, and is also inferior to the subject. The property sold in October
1993 at $1,610,000, or $65.23 per square foot of rentable area. Financing
consisted of a 30 percent cash downpayment and a new first from Home Savings.

Sale Number 4 was an REO sale that reportedly generated several written offers
due to the low pricing. The low pricing reflected the lender's desire to dispose
of the property quickly. The sales price was less than the debt. According to
the listing agent, 10 offers were received within the first two weeks the
property was marketed. The buyer is a local resident who owns other rentals in
the area.

The below-market transaction makes comparison with the subject difficult.
Moreover, the subject is a superior property in terms of physical
characteristics. Substantial upward adjustments are required. Pine Grove would
sell well above the per unit value as represented by this sale.

Apartment Sale Number 5, at $50,685 per unit, represents a nine building,
two-story, garden style complex of average quality. The project is located near
Highway 1 in the City of Santa Cruz. It is in a neighborhood of predominately
small bungalow single family homes built from 1930 to 1970; a new zero-lot line
SFR development is located directly across. There are 42 studio units with an
average size of 550 square feet; 60, 1br/1ba units @ 650 sf; and, 44, 2br/1ba
units of 750 sf. The rentable area is 95,100 square feet (avg. unit = 651).
There are no recreational amenities except for pool and common utility rooms.
Landscaping is extensive in some areas. One-half of the units are subsidized
housing units. At time of sale, "market" rents were $600 for studio, $750 for 1
bedrooms, and $850 for two bedrooms. The gross and net incomes are estimates
based on reported actual income per MLS listing (#369018). According to
assessor's office, some buildings had deferred maintenance, however, the cost to
repair is not known.

The subject is located in a more desirable neighborhood, but rental rates are
about the same. No location adjustment has been made. No adjustment are required
for average unit size. The subject is superior in quality and appeal, thus an
upward adjustment of 10 percent has been made. Overall, a 10 percent adjustment
results in an indicated subject unit value of $56,000 (rounded).

Apartment Sale Number 6, at $74,348 per unit, is located in west Santa Cruz off
Highway 1. This is a good quality walk-up garden design built in 1989. It is the
newest complex built in west Santa Cruz area. Amenities include a swimming pool
and carport parking. There are no other recreational facilities, although the
complex is within a short drive to beaches and three miles to Santa Cruz Beach &
Boardwalk (good tenant appeal). The buyer paid $300,000 in repairs and $175,000
commission, thus actual price was somewhat higher than reported above. The
property


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was never exposed to the open market. The higher than normal capitalization rate
is reflective of this and the extra cost to the buyer of repairs and commission.
There are 18, 1br/1ba units; 69, 2br/2ba units; and, 28, 2br/2.5 ba units.
Market rents are about 3-5 % higher than actual.

In comparison to the subject, downward adjustments are required for age, average
unit size and size. We estimate these to be 20 percent. The indicated subject
value per unit from this sale is $59,000 (rounded).

Sales Comparison Approach Summary & Conclusion

The sales analyzed in the sales comparison approach range in size from 60 to 331
spaces, and in unadjusted price from $50,634 to $74,387 per unit. After
adjustment, the sales indicated the following range of value:

      Sale 1      Sale 2      Sale 3      Sale 4      Sale 5      Sale 6
      ------      ------      ------      ------      ------      ------
      $59,000     $60,000     $58,000     *N/A        $56,000     $59,000

* - not adjusted due to REO/distressed circumstances

For one reason or another, the sales are not highly similar. These sales do,
however, provide a reasonably narrow range of potential subject value. The sales
consistently group around $58,000 to $60,000. As such, the subject's indicated
per unit value is $59,000, or as outlined below.

- --------------------------------------------------------------------------------
                 100 units   x   $59,000/unit  =  $5,900,000
- --------------------------------------------------------------------------------

Check for Reasonableness: Based on a market value of $5,900,000, the subject
property would have the following unit of comparison indicators:

                   Price Per Rentable SF:   $85.22
                   Price Per Room:          $18,210
                   GIM:                     6.59

Price Per Rentable SF: The unadjusted range of the comparables is $59.11 to
$85.17. Although towards the upper end, the indicated $85.22 per square foot
value is supported by the range.

Price Per Room: The unadjusted range of the comparables is $14,157 to $19,344;
most are in the $14,000 to $16,000 range. The subject is at the upper end, but
supported.

GIM: The range of the comparables is 6.01 to 7.83; most range from 6.01 to 6.8.
At 6.5, the subject is adequately supported by the sales. Consequently, it is
our opinion that the above value estimate is supported by the GIM technique.


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All three unit-of-comparison indicators support the per unit value conclusion.
The most important of the three -- GIM --- supports the conclusion, therefore we
have concluded the following Sales Comparison Method value:

CONCLUSION:       $5,900,000


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RECONCILIATION OF THE VALUE ESTIMATES

The market value of the subject property has been estimated by two of the three
traditional appraisal approaches. The indications given by each are summarized
as follows:

            Income Approach               $5,800,000
            Sales Comparison Approach     $5,900,000

In order to determine our final opinion of value, the reliability and relevance
of each value based upon the quality of data collected, and the applicability of
the assumptions underlying each approach was considered.

The cost approach was not used in this appraisal. Although it may have some
relevancy, it is not a primary valuation method.

The Sales Comparison Approach is a more accurate method than the Cost Approach,
but is flawed to some degree by the limited number of comparable sales in the
Pacific Grove/Monterey Peninsula area. The sales that were available, however,
provided consistent support.

The Income Capitalization Approach is the better of the two methods, but is also
flawed to some degree by the lack of recent sales in Salinas. The sales provided
a strong central tendency in indicating that capitalization rates are within a
range of 8.0 to 9.5 percent; however, market conditions are improving and
capitalization rates may be decreasing. Without recent empirical data in Pacific
Grove, however, it is difficult to pinpoint a specific rate for the subject
property. Still, most weight has been given to the Income Approach in concluding
a final value estimate.

STATEMENT OF VALUE

Based on the foregoing analysis, the value of the subject property, as of
September 28, 1996, is estimated as follows:

                   FIVE MILLION EIGHT HUNDRED THOUSAND DOLLARS
                                  ($5,800,000)


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MARKETING PERIOD
================================================================================
The sales marketing time is the time that it should take to market and sell the
property in its "as is" condition as of the date of the appraisal. This should
not be confused with exposure time which is the amount of time necessary to
expose a property to the open market in order to achieve a sale.

Marketing time is a forward estimate of the amount of time necessary to expose a
property on the open market in order to achieve a sale from the effective date
of the appraisal.

Indications of the marketing times associated with the "as is" market value
estimates are provided by the marketing time of sale comparables, and interviews
with participants in the market. The sales marketing period is a period of time
that is reasonable in light of a given property's characteristics and market
conditions, based on certain assumptions. To our knowledge, there have been no
sales the size of the subject in the Northern Monterey County market area over
the past year. Sales from other parts of Northern California indicate that the
marketing time would be less than 6 months.

Apartment sales that have taken place over the past 24 months indicate that
marketing times rarely exceed 6 months, and usually fall between 1 to 6 months.
The length of time is not only a function of physical and locational
characteristics, but the marketing and pricing. Based on the subject
characteristics and assuming a list price close to the estimated market value,
marketing time is estimated at 2-5 months.

EXPOSURE PERIOD
================================================================================
USPAP requires that an estimate of reasonable exposure time be made in the
performance of an appraisal where the value being sought is "as-is".

In the USPAP, the Comment to Standards Rule 1-2(b) states:

When estimating market value, the appraiser should be specific as to the
estimate of exposure time linked to the value estimate.

The Comments to Standard Rules 2-2(a)(v) and 2-2(b)(v) state:

 ...Defining the value to be estimated requires both an appropriately referenced
definition and any comments needed to clearly indicate to the reader how the
definition is being applied [See Standards Rule 1-2(b)]...

The Statement issued by the Appraisal Standards Board is as follows:

Reasonable exposure time is one of a series of conditions in most market value
definitions. Exposure time is always presumed to precede the effective date of
the appraisal.


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Exposure time may be defined as follows: The estimated length of time the
property interest being appraised would have been offered on the market prior to
the hypothetical consummation of a sale at market value on the effective date of
the appraisal; a retrospective estimate based upon an analysis of past events
assuming a competitive and open market.

Exposure time is different for various types of real estate and under various
market conditions. It is noted that the overall concept of reasonable exposure
encompasses not only adequate, sufficient and reasonable time but also adequate,
sufficient and reasonable effort. This statement focuses on that time component.

The fact that exposure time is always presumed to occur prior to the effective
date of the appraisal is substantiated by related facts in the appraisal
process: supply/demand conditions as of the effective date of the appraisal; the
use of current cost information; the analysis of historical sales information
(sold after exposure and after completion of negotiations between the seller and
buyer); and the analysis of future income expectancy estimated from the
effective date of the appraisal.

Since there are few comparable properties to the subject that have sold in this
market area, estimating exposure time is based more on discussions with
knowledgeable real estate professionals. All of the sales with known marketing
times took less than 6 months.

The exposure time period assumes that the subject is appropriately priced and
marketed. Obviously, a list price that is significantly higher than what the
property is worth will result in a longer than typical marketing period.
Although it could be sooner or later, our best estimate of an exposure period
(based on our appraised value) is 4 months.

ALLOCATION OF FURNITURE, FIXTURES AND EQUIPMENT
================================================================================
For the most part, apartment in the subject region do not require significant
furniture, fixtures or equipment as part of the ongoing operation of the
property. In the case of the subject, FF&E is minimal and contributes only a
nominal value to the overall property worth. Personal property items observed on
the premises include pool equipment, furniture in the recreation/clubhouse,
office furniture and equipment (e.g., computer/printer) carts, supplies, etc.

The market value of the above is estimated at less than $15,000. Some of the
personal property items such as the computer and copier (i.e., office equipment)
would be removed upon sale. All of the comparables had similar amounts of
personal property items that were included in the sale, thus there is no need
for an adjustment.

Although not as management intensive as a hotel, apartments require management
expertise that technically creates some (minor) going-concern value. In valuing
the subject, any going-concern/goodwill has effectively been removed by
deducting an offsite professional management


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fee. The net incomes estimated from each sale comparable also had offsite
management fees deducted. It is assumed that the subject will continue to
operate under professional management.

In conclusion, the estimated market value of the subject is of the real estate
only; FF&E (personal property) is nominal and any going-concern/goodwill value
would have been removed in the deduction of an offsite professional management
fee.


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ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================
The estimate of value contained herein is based upon and subject to the
following assumptions and qualifying conditions, to which the addressee shall be
deeded to consent by acceptance hereof:

It is assumed that merchantable fee simple title, free of encumbrance, is vested
in the owner of record. It is recognized that a potential purchaser would likely
consider the effect of value through consideration of the maximum conventional
financing available for the property type as of the date of value.

It is assumed that the property is subject to lawful, competent and informed
ownership and management. It is also assumed that all financial information on
the business operation is correct; errors or misstatements may have a material
impact on the appraised value. We reserve the right to make changes if such
errors or misstatements were later discovered.

It is assumed that the information supplied by the addressee as to the parcel or
parcels of real estate is correct and complete, including the legal description
as it appears in this report. The appraisers assume no responsibility for
matters of legal nature affecting the property or the title thereto, nor does
the appraisers render any opinion as to title. No attempt has been made to
render an opinion of or status of easements that may exist.

It is understood that exhibits included In this report are solely for the
purpose of assisting the reader to visualize or understand its content and are
not intended to be exact in scale or detail. It is understood that no survey has
been made to render an opinion of or status of easements that may exist.

It is understood that material contained herein which is stated to be or is
obviously furnished by others is believed to reliable but has not been verified
except as specifically stated. Such information is believed to be true and
correct; however, no responsibility for accuracy can be assumed by the
appraisers.

We are not required to give testimony or appear in court because of having made
this appraisal, with reference to the property in question, unless arrangements
have been previously; made therefor.

The distribution of the total valuation in this report between land and
improvements applies only under the existing program of utilization, The
separate valuations of land and building must not be used in conjunction with
any other appraisal and are invalid if so used.

If this appraisal contains a valuation relating to a geographical portion of a
large parcel or tract or real estate, the value reported for such geographical
portion relates to such portion only and should not be construed as applying
with equal validity to other portions of the larger parcel or tract, and the
value of all geographical portion may or may not equal the value to the entire
parcel or tract considered as an entity.


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We assume that there are no hidden or unapparent conditions of the property,
subsoil or structures which would render it more or less valuable. We assume no
responsibility for such conditions or for engineering which might be required to
discover such factors. The appraisers assume the mechanical equipment to be in
good working order unless expressed otherwise.

Unless otherwise stated in this report, the existence of hazardous materials,
which may not be present on the property, was not observed by the appraisers.
The appraisers have no knowledge of the existence of such materials on or in the
property. The appraisers, however, are not qualified to detect such substances.
The presence of substances such as asbestos, urea-formaldehyde foam insulation,
or other potentially hazardous materials may affect the value of the property.
The value estimate is predicated on the assumption that there is no such
material on or in the property that would cause a loss in value. No
responsibility is assumed for any such conditions, or for any expertise or
engineering knowledge required to discover them. The client is urged to retain
an expert in this field, if desired.

All information and comments concerning the location, neighborhood, trends,
construction quality and costs, loss in value from whatever cause, condition,
rents, or any other data of the property appraised herein represent the
estimates and opinions of the appraisers formed after an examination and study
of the property.

While it is believed the information, estimated and analysis given and the
opinions and conclusions drawn therefrom are correct, the appraisers do not
guarantee them and assumes no liability for any errors in fact in analysis or in
judgment.

Disclosure of the contents of this appraisal report (especially any conclusions
as to value), the identity of the appraisers or the firm with which they are
connected, or any reference to the Appraisal Institute, or the SRPA/MAI
designations shall not be disseminated to the public through advertising media,
public relations media, news media, sales media, or any other public means of
communication without the prior written consent and approval of the undersigned.

The appraisers are considered the owner of the report, and delivery of same has
been to addressee only for his specific intended real estate decision.

Certain forms, formatting and techniques contained herein are private property
and proprietary in nature. As such, they are protected under state and federal
laws covering trademarks, copyrighting, etc. Copying or re-use is strictly
prohibited without expressed written consent.

Certain information contained herein is considered "not for public knowledge"
and is provided herein "under strictest confidence." Said information shall be
used only in connection with the business decision as specifically described in
the function of the appraisal. No other use of any information contained herein
is permitted. Said information shall not be re- used, shared, disclosed, etc.,
except in accordance with the certification, limiting conditions, function and
purposes as contained herein. Any deviation from the above may subject the user
to additional legal action for invasion of privacy.


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Acceptance and use of this report constitutes specific and implied consent to
all condition, limitations, etc. Further, the client shall hold harmless the
appraisers for any unpermitted use or action resulting from such use.

On appraisals subject to satisfactory completion of repairs, alterations, or new
construction, the appraisal report and value conclusions are contingent upon
completion of the improvements in a timely and workmanlike manner, and as of the
effective date of the appraisal.

Any projections in income and expenses in this report are not predictions of the
future. Instead, they are an estimate of current thinking of market participants
of what future income and expenses will be. No warranty or representation is
made that these projections will materialized.

This appraisal was prepared for Home Savings as client to be used in lending
decisions or any related business pertaining to its interest in the appraised
property. If an informational copy has been provided to the owner it should not
be utilized for other functions.

The Americans with Disabilities Act (ADA) became effective January 26, 1992. The
appraiser has not made a specific compliance survey and analysis of this
property to determine whether or not it is in conformity with the various
detailed requirements of the ADA.


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CERTIFICATION OF APPRAISAL
================================================================================
I certify that, to the best of my knowledge and belief:

1.    The statements of fact contained in this report are true and correct.

2.    The reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions, and are our personal,
      unbiased professional analyses, opinions and conclusions.

3.    I have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved.

4.    My compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of a subsequent event.

5.    The analyses, opinions and conclusions were developed, and, this report
      has been prepared, in conformity with Title XI of the Federal Financial
      Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA) and
      its regulations, as well as the Code of Professional Ethics and Standards
      of the Professional Conduct of the Appraisal Institute and the Uniform
      Standards of Professional Appraisal Practice (USPAP) of the Appraisal
      Foundation and the Appraisal Institute.

6.    Robert Saia and James Barcells, SRA have made a personal inspection of the
      property. Mr. Saia's General Certificate from the State of California is
      valid and in good standing as of the appraisal date.

7.    No one other than the undersigned prepared the analyses, conclusions, and
      opinions concerning real estate that are set forth in this appraisal
      report. It should be noted that James Barcells helped with the preparation
      of the report.

8.    The use of this report is subject to the requirements of the Appraisal
      Institute relating to review by its duly authorized representatives.

9.    Members of the Appraisal Institute are required to meet certain continuing
      education requirements. As of the date of this report, Mr. Saia have
      completed the requirements of the program of the Appraisal Institute.


/s/ Robert S. Saia
- -------------------------
Robert S. Saia, MAI
OREA Cert. #AGO03191


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                                  -- ADDENDA --


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                         PHOTOGRAPHS OF SUBJECT PROPERTY

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                         PHOTOGRAPHS OF SUBJECT PROPERTY

                                [PHOTOS OMITTED]


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                              REGIONAL LOCATION MAP

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<PAGE>

                            NEIGHBORHOOD LOCATION MAP

                                [GRAPHIC OMITTED]
<PAGE>

                                    PLAT MAP

                                [GRAPHIC OMITTED]
<PAGE>

                              RENTAL LOCATION MAP

                                [GRAPHIC OMITTED]
<PAGE>

                          COMPARABLE SALES LOCATION MAP

                                [GRAPHIC OMITTED]
<PAGE>

                          COMPARABLE SALES LOCATION MAP

                                [GRAPHIC OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 1


Project Name:              Willow Garden Apartments

Location:                  1750 Stokes Street, San Jose

Assessor's Parcel No.:     284-24-008

Grantor:                   Marie Helen Pejcha Trust

Grantee:                   Willow Gardens Ltd.

Rec. Doc. #:               #13330744

Sales Date:                June 14, 1996

Sales Price:               $13,650,000

No. of Units:              186

Condition/Quality:         Average/average

Site Area:                 6.40 acres (29.06 du/ac)

Year Built:                1971

- --------------------------------------------------------------------------------
Value Indicators:          Price/Unit: $73,387        Price/Room: $17,773
                           GIM: 7.04                  Price/RSF: $85.17
- --------------------------------------------------------------------------------

Stabilized NOI Est.:       $1,165,752

- --------------------------------------------------------------------------------
OAR:                       8.54%
- --------------------------------------------------------------------------------

Occupancy:                 99.0% (1 unit vacant @ time of sale)

Financing:                 see comments below

Comments:                  Average quality garden style two-story walk-up built 
in 1971. Average condition and appeal. There are 162, two bedroom/two bath
units, and 24, three bedroom/2 bath units. Gross rentable area is 163,740 sf.
Zoning is R-4, high density. Located in area of apartments, condominiums and
single family homes (middle income) with commercial/retail along major
arterials. Centrally-located, close to shopping, schools, employment and freeway
access. Financing terms consisted of $10,600,000 first, and a seller second of
$1,275,000 @ 8%, 2 yrs. The buyer put down $1,775,000. The
<PAGE>

market income is estimated at $2,170,200 and the actual was $1,940,052 at time
of sale. The market derived GIM is 6.29, and the market derived OAR is 9.06%
(actual OAR = 8.54%). Under San Jose Rent Control Ordinance which limits annual
rent increases to 8 percent.

Source/Confirmation: various, including public records, inspection, Comps Inc.,
Stan Jones Marcus & Millichap.

                                [PHOTO OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 2

Project Name:              Ocean Terrace

Location:                  1630 Merrill Street, Santa Cruz

Assessor's Parcel No.:     027-274-41

Grantor:                   Santa Cruz Central Investments

Grantee:                   D&M Piterman

Rec. Doc. #:               #8760321

Sales Date:                July 12, 1996

Sales Price:               $6,300,000

No. of Units:              100

Condition/Quality:         Average+/Average+

Site Area:                 2.7 acres (37 un/ac)

Year Built:                1972

Indicators:                Price/Unit: $63,000        Price/Room: $16,406
                           GIM: 6.5                   Price/RSF: $78.04

Stabilized NOI Est.:       $543,984

OAR:                       8.6%

Occupancy:                 100% (0 unit vacant @ time of sale)

Financing:                 New First from Home Savings (see below)

Comments:                  100 unit garden style two-story walk-up built in 
1972. It is located in an unincorporated area of Santa Cruz County one mile from
the city limits of Santa Cruz and two miles north of Capitola Village, a seaside
tourist area. The neighborhood is predominately average quality single family
and apartments with scattering of mobilehome parks and small retail/shopping
centers. The ocean is approximately one-half mile south. Amenities include a
pool, sauna, three laundry rooms,
<PAGE>

on-site manager's office, and exercise room. There are six buildings on the 2.7
acre site. Construction is wood frame and wood siding and stucco. Roofs are flat
tar and gravel. Parking is 130 spaces. All units feature AEK kitchens including
dishwashers, refrigerators, garbage disposals and R/O's. There are 32, 1br/1ba
units containing 624 sf; 40, 2br/1ba units measuring 860 sf; 12 units are
2br/1.5 ba @ 923 sf; and, 16 are 3br/2ba units @ 955 square feet. Market rents
range from $680-695 for the 1br units to $955-$980 for the 3br units. The 2 br
units range from $780 to $855. Based on market rents, the monthly gross rental
income is $79,950. Laundry income is $1,125 per month. The actual income for
January 1996 was $77,480, or 3% below market. Based on market rental income and
laundry income, gross annual income is projected (over next 12 months) at
$972,900. Deducting 4 percent for vacancy and collection loss, results in EGI of
$933,984. Expenses estimated by seller are approximately $390,000 (including
reserves), resulting in a NOI of $543,984 and a cap rate of 8.6 percent. The
Home Savings first loan has an estimated annual debt service of $416,044,
yielding cash flow of $127,939 and a cash-on-cash rate of 8.1%. reportedly, the
property was purchased by the seller in 1985 at $5,200,000 (unconfirmed).

Source/Confirmation: Home Savings of America, South Bay Equities

                                [PHOTO OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 3

Project Name:              Fox Creek Village

Location:                  196 W. Alvin Road, Salinas

Assessor's Parcel No.:     261-631-010

Grantor:                   Sollecito

Grantee:                   Fox Creek Partners

Rec. Doc. #:               Reel 3151 pg 1419

Sales Date:                September 24, 1994

Sales Price:               $9,350,000

No. of Units:              168

Condition/Quality:         Good/Good

Site Area:                 7.84 acres (21.43 du/ac)

Year Built:                1986

Value Indicators:          Price/Unit: $55,655        Price/Room: $15,688
                           GIM: 6.8                   Price/RSF: $66.31

Stabilized NOI Est.:       $850,850

OAR:                       9.1%

Occupancy:                 96.5%

Financing:                 New loan through Bank of America


Comments:                  Well-located in north Salinas near schools and 
shopping. Fox Creek consists of 76, 1br/1ba units measuring 708 sf, 24, 2br/1ba
units @ 875 sf, and, 68, 2br/1ba units @ 986 sf 36 units have wood burning
fireplaces. Units include patios or balconies, refrigerators, microwaves,
dishwashers, disposals, and laundry hook-ups. Amenities include a pool, tennis
court, and recreation room. Financing terms were not available, although there
was a first made by Bank of America at market rate and terms. Assuming normal
downpayment and market interest rate at time of sale, cash-on-
<PAGE>

                             APARTMENT SALE NUMBER 4

Project Name:              Shangra La Apartments

Location:                  2875 David Avenue, Pacific Grove

Assessor's Parcel No.:     007-643-023

Grantor:                   Brazos Partners, L.P

Grantee:                   Dr. & Mrs. Dean Y. Ishii, et. al

Rec. Doc. #:               #73854

Sales Date:                October 21, 1993

Sales Price:               $1,610,000

No. of Units:              46

Condition/Quality:         Average-Fair/Average

Site Area:                 1.49 acres (29 un/ac)

Year Built:                1968

Value Indicators:          Price/Unit: $37,441        Price/Room: $11,500
                           GIM: 5.5                   Price/RSF: $65.23

Stabilized NOI Est.:       $165,000

OAR:                       10.25%

Occupancy:                 4.6% (2 units vacant @ time of sale)

Financing:                 New First from Home Savings to (30%)cash down

Comments:                  Average quality and location, two-story walk-up. REO 
sale, below market. Wood frame. Pool. 32, 1 bedroom units renting at $525 to
$575 at time of sale; 11, 2 bedroom units renting at 625 to $675 at time of
sale. Several offers made on property within quick two week marketing period.
<PAGE>

cash is estimated at 9.87%. No rent control. Vacancy at time of sale was
reported at 3.5 percent. One covered parking space plus open parking.
Garden-design walk-up.

Source/Confirmation: various, including public records, inspection, etc.

                                [PHOTO OMITTED]
<PAGE>

                                [PHOTO OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 5


Project Name:              Hidden Creek Apartments

Location:                  200 Button Street, Santa Cruz

Assessor's Parcel No.:     008-202-026

Grantee:                   Hidden Creek

Rec. Doc. #:               #5547479

Sales Date:                July 24, 1994

Sales Price:               $7,400,000

No. of Units:              146

Condition/Quality:         Avg/Avg

Site Area:                 3.8 acres (37 du/ac)

Year Built:                1973

Value Indicators:          Price/Unit: $50,685        Price/Room: $16,818
                           GIM: 6.78                  Price/RSF: $77.81

Stabilized NOI Est.:       $710,400

OAR:                       9.6%

Occupancy:                 98% (est)

Financing:                 Not available

Comments:                  Nine two-story buildings, garden style, complex of 
average quality. Located near Highway 1 in City of Santa Cruz. located in
neighborhood of predominately small bungalow single family homes built from 1930
to 1970; a new zero-lot line SFR development is located directly across. There
are 42 studio units with an average size of 550 square feet; 60, 1br/1ba units @
650 sf, and, 44, 2br/1ba units of 750 sf. The rentable area is 95,100 square
feet (avg unit = 651). There are no recreational amenities except for pool and
common utility rooms. Landscaping is extensive in some areas. One-half of the
units are subsidized housing units. At time of sale, "market" rents were $600
for studio, $750 for 1 bedrooms, and $850 for two bedrooms. The gross and
<PAGE>

net incomes are estimates based on reported actual income per MLS listing
(#369018). According to assessor's office, some buildings had deferred
maintenance, however, cost to repair are not known.

Source/Confirmation: various, including public records, assessor, MLS

                                [PHOTO OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 6

Project Name:              North Bay Apartments

Location:                  41 Grandview Street, Santa Cruz

Assessor's Parcel No.:     002-051-65

Grantor:                   EQR Northbay Chicago Inc.

Grantee:                   Sequoia Equities

Rec. Doc. #:               #7770608

Sales Date:                December 1995

Sales Price:               $8,550,000

No. of Units:              115

Condition/Quality:         Good/Good

Site Area:                 5.17 (22.2 du/ac)

Year Built:                1989

Value Indicators:          Price/Unit: $74,348        Price/Room: $19,344
                           GIM: 6.11                  Price/RSF: $81.88

Stabilized NOI Est.:       $867,825

OAR:                       10.15%

Occupancy:                 100% (no vacancy at time of sale)

Financing:                 $2,425,000 down, $6,300,000 first (see below)

Comments:                  Good quality walk-up garden design built in 1989. 
Newest complex built in west Santa Cruz area. Located off Highway 1 (Mission
Street) in area of single family and apartments/condos. Above average to good
location. Buyer paid $300,000 in repairs and $175,000 commission, thus actual
price was somewhat higher than reported above. The property was never exposed to
the open market. The higher than normal capitalization rate is reflective of
this and the extra cost to the buyer of repairs and
<PAGE>

commission. There are 18, 1br/1ba units; 69, 2br/2ba units; and, 28, 2br/2.5 ba
units. Market rents are about 3-5 % higher than actual. Amenities include a
swimming pool and carport parking. No other recreational facilities, although
the complex is within a short drive to beaches and three miles to Santa Cruz
Beach & Boardwalk. Overall good tenant appeal.

Source/Confirmation: various, including public records, broker
<PAGE>

09/30/96               LINCOLN RESIDENTIAL MGMT. SERVICES                 Page 1

4:10 pm                             Pine Grove                          ID 3.6.1

                                    All Units

<TABLE>
<CAPTION>
=Unit Profile==   ==Scheduled vs Actual Rent===   ========================      =Moved==  ==Current Lease===  Security= =YNAD=
I.D. Type  SqFt   Amount   /SqFt  Amount  /SqFt   Current Lease                    In     Begin     End       Deposit    Stat
==== ====  ====   ======   =====  ======  =====   ========================      ========  ========  ========  ========= ======
<S>   <C>   <C>   <C>      <C>    <C>     <C>     <C>                           <C>       <C>       <C>       <C>       <C> 
 101 A.1    640   695.00   1.086  695.00  1.086   Williamson, Deborah           10/08/94  05/01/96  04/30/97  350.00    Y --
 102 A.1    640   695.00   1.086  695.00  1.086   House, Kirk                   01/19/96  08/01/96  07/31/97  600.00    Y --
 103 A.1    640   695.00   1.086  695.00  1.086   Hamilton, Ellen               07/23/94  06/01/96  05/31/97  350.00    Y --
 104 A.1    640   695.00   1.086  695.00  1.086   Wright, Marion                01/11/88  06/01/96  05/31/97  375.00    Y --
 105 A.1    640   695.00   1.086  646.00  1.009   De Laney, Rite                05/19/94  05/01/96  04/30/97  149.00    Y --
 106 A.1    640   695.00   1.086  675.00  1.055   Mc Aleese, Lucille            12/27/89  06/01/96  05/31/97  375.00    Y --
 107 A.1    640   695.00   1.086  695.00  1.086   Paterson, Thomas G            06/10/95  07/01/96  07/31/97  350.00    Y --
 108 A.1    640   695.00   1.086  675.00  1.055   Coles, Kim                    08/22/94  05/01/96  04/30/97  350.00    Y --
 109 A.1    640   695.00   1.086  685.00  1.070   L.Mirkarimi, Kay              07/22/95  01/30/96  01/29/97  600.00    Y --
 110 A.1    640   695.00   1.086  695.00  1.086   Sanghavi, Swadnesh            09/10/94  06/01/96  05/31/97  350.00    Y --
 111 A.1    640   695.00   1.086  646.00  1.009   Franck, Corenna L             05/16/95  06/01/96  05/31/97  150.00    Y --
 112 A.1    640   695.00   1.086  680.00  1.063   Marshall, Laurie N            03/08/93  05/01/96  04/30/97  375.00    Y --
 113 A.1    640   695.00   1.086  695.00  1.086   Kissinger, Florence           07/19/90  06/01/96  05/31/97  375.00    Y --
 114 A.1    640   695.00   1.086  646.00  1.009   Shoshana Rene 0               5/19/94   06/01/96  05/31/97  135.00    Y --
 115 A.1    640   695.00   1.086  695.00  1.086   Herrling, Martin              12/20/74  07/01/96  06/30/97   95.00    Y --
 116 A.1    640   695.00   1.086  695.00  1.086   Drakes, Peggy                 03/30/96  03/30/96  02/27/97  600.00    Y --
 117 A.1    640   695.00   1.086  695.00  1.086   Wilson, Scott                 11/27/95  09/01/96  08/31/97  635.00    Y --
 118 A.1    640   695.00   1.086  695.00  1.086   Carroll, Donna                06/21/96  06/21/96  06/30/97  600.00    Y --
 119 A.1    640   695.00   1.086  695.00  1.086   John, James                   02/01/89  05/01/96  04/30/97  375.00    Y --
 120 A.1    640   695.00   1.086  675.00  1.055   Zabriskie, William            12/12/92  05/01/96  04/30/97  375.00    Y --
 121 A.1    640   695.00   1.086  646.00  1.009   Smith, Lillian                06/01/78  06/01/96  05/31/97  185.00    Y --
 122 A.1    640   695.00   1.086  646.00  1.009   Lyon, Patricia                01/25/94  02/01/96  01/31/97  189.00    Y --
 123 A.1    640   695.00   1.086  700.00  1.094   McKinney, Jeanette            01/27/96  01/27/96  01/26/97  700.00    Y OL
 124 A.1    640   695.00   1.086  695.00  1.086   Jensen, Pierce                09/11/96  09/11/96  09/30/97  900.00    Y --
 125 B.1    800   795.00   0.994  795.00  0.994   David Meyer                   06/01/95  09/01/96  08/31/97  650.00    Y --
 126 B.1    800   795.00   0.994  780.00  0.975   Mc Garth, Jean                05/26/90  07/01/96  06/30/97  375.00    Y --
 127 B.1    800   795.00   0.994  780.00  0.975   Corah, Laurence               09/01/91  06/01/96  05/31/97  450.00    Y --
 128 B.1    800   795.00   0.994  795.00  0.994   Jackson, James F              08/24/95  09/01/96  08/31/97  600.00    Y --
 129 B.1    800   795.00   0.994  780.00  0.975   Scales, Mary                  03/01/94  06/01/96  05/31/97  450.00    Y --
 130 B.1    800   795.00   0.994  825.00  1.031   Modi, Varish                  08/27/93  01/13/96  07/12/96  450.00    Y --
 131 B.1    800   795.00   0.994  850.00  1.063   Preciado, Debra               07/16/96  07/16/96  08/15/97  600.00    Y --
 132 B.1    800   795.00   0.994  775.00  0.969   Parks, Kendall                11/04/95  11/04/95  11/30/96  600.00    Y --
 201 A.2    640   715.00   1.117  695.00  1.086   Doyle, Sheila                 10/06/89  07/01/96  06/30/97  375.00    Y --
 202 A.2    640   715.00   1.117  695.00  1.086   Vaughn, Fred E.               01/06/92  06/01/96  05/31/97  375.00    Y --
 203 A.2    640   715.00   1.117  695.00  1.086   Rogers, Esther G              01/19/93  07/01/96  06/30/97  375.00    Y --
 204 A.2    640   715.00   1.117  700.00  1.094   Dunagan, Kathleen             01/16/96  08/01/96  08/31/97  600.00    Y ---
 205 A.2    640   715.00   1.117  646.00  1.009   Walsh, Elaine                 12/07/79  01/01/96  12/31/96  190.00    Y --
 206 A.2    640   715.00   1.117  695.00  1.086   Fernandez, Maria              02/19/93  05/01/96  04/30/97  375.00    Y --
 207 A.2    640   715.00   1.117  715.00  1.117   Harris, Steve                 08/01/95  08/01/96  04/30/97  600.00    Y --
 208 A.2    640   715.00   1.117  660.00  1.031   Kodani, Kuniko                12/13/82  06/01/96  05/31/97  205.00    Y --
 209 A.2    640   715.00   1.117  715.00  1.117   Madden, Michael               05/11/96  05/11/96  05/10/97  600.00    Y --
 210 A.2    640   715.00   1.117  715.00  1.117   Payne, Kenneth                07/11/96  07/11/96  07/31/97  600.00    Y --
 211 A.2    640   715.00   1.117  715.00  1.117   Pierce, Stephen               08/14/96  08/14/96  08/31/97  600.00    Y --
 212 A.2    640   715.00   1.117  646.00  1.009   Vahdat, Farokh                03/01/94  03/01/96  02/28/97  150.00    Y --
 213 A.2    640   715.00   1.117  740.00  1.156   Brischke, Vern                11/15/95  11/15/95  08/14/96  600.00    Y --
 214 A.2    640   715.00   1.117  685.00  1.070   Haller, Lynne                 10/28/95  10/28/95  10/27/96  600.00    Y --
 215 A.2    640   715.00   1.117  715.00  1.117   Geer, Grace                   11/16/95  09/01/96  08/31/97  600.00    Y --
 216 A.2    640   715.00   1.117  695.00  1.086   Brinton, Avard                05/01/94  05/01/96  04/30/97  535.00    Y --
 217 A.2    640   715.00   1.117  710.00  1.109   Helm, Robert                  03/23/96  03/23/96  02/22/97  600.00    Y --
</TABLE>
<PAGE>

09/30/96               LINCOLN RESIDENTIAL MGMT. SERVICES                 Page 2

4:10 pm                             Pine Grove                          ID 3.6.1

                                    All Units

<TABLE>
<CAPTION>
=Unit Profile==   ==Scheduled vs Actual Rent===   ========================      =Moved==  ==Current Lease===  Security= =YNAD=
I.D. Type  SqFt   Amount   /SqFt  Amount  /SqFt   Current Lease                    In     Begin     End       Deposit    Stat
==== ====  ====   ======   =====  ======  =====   ========================      ========  ========  ========  ========= ======
<S>   <C>   <C>   <C>      <C>    <C>     <C>     <C>                           <C>       <C>       <C>       <C>       <C> 
 218 A.2    640   715.00   1.117  710.00  1.109   Zulli, David                  03/14/96  03/14/96  09/13/96  900.00    Y --
 219 A.2    640   715.00   1.117  715.00  1.117   Gross, Rebecca                08/31/96  08/31/96  08/31/97  700.00    Y --
 220 A.2    640   715.00   1.117  715.00  1.117   Gimblin, Carolyn J            09/11/95  07/01/96  06/30/97  800.00    Y --
 221 A.2    640   715.00   1.117  685.00  1.070   Krauthamer, Lila A.           03/15/95  11/01/95  10/31/96  350.00    Y --
 222 A.2    640   715.00   1.117  646.00  1.009   Walter, Alberta               07/10/77  01/01/96  12/31/96  185.00    Y --
 223 A.2    640   715.00   1.117  646.00  1.009   Kali, Jala B                  01/09/95  01/01/96  12/31/96  191.00    Y --
 224 A.2    640   715.00   1.117  646.00  1.009   Montie, Alice                 05/05/92  05/01/96  04/30/97  150.00    Y --
 225 A.2    640   715.00   1.117  750.00  1.172   Barrett, Kathy                08/17/96  08/17/96  08/31/97  600.00    Y --
 226 A.2    640   715.00   1.117  750.00  1.172   Truesdale, Lisa               06/24/96  06/24/96  06/30/97  900.00    Y --
 227 B.2    800   825.00   1.031  795.00  0.994   Hormozi, Gamar                04/15/89  05/01/96  04/30/97  375.00    Y --
 228 B.2    800   825.00   1.031  780.00  0.975   Ruban, Dimitri                07/14/93  07/01/96  06/30/97  375.00    Y --
 229 B.2    800   825.00   1.031  825.00  1.031   Vandal, Steve & She           06/25/96  06/25/96  06/30/97  900.00    y --
 230 B.2    800   825.00   1.031  750.00  0.938   Pitts, Christina              05/11/94  05/01/96  04/30/97  135.00    Y --
 231 B.2    800   825.00   1.031  750.00  0.938   Grooms, Jan "E"               04/13/96  04/13/96  03/13/97  300.00    Y --
 232 B.2    800   825.00   1.031  795.00  0.994   Reese, Joyce                  06/21/96  06/21/96  06/30/97  600.00    Y --
 233 B.2    800   825.00   1.031  800.00  1.000   Hart, Joy                     05/01/94  05/01/96  04/30/97  450.00    Y --
 234 B.2    800   825.00   1.031  780.00  0.975   Sculley, Dorothy              11/01/91  07/01/96  06/30/97  450.00    Y --
 301 A.3    640   725.00   1.133  750.00  1.172   Kerps, Dieter                 09/27/95  09/27/95  03/26/96  600.00    Y --
 302 A.3    640   725.00   1.133  705.00  1.102   Riddell Coralyn J.            06/01/94  06/01/96  04/30/97  350.00    Y --
 303 A.3    640   725.00   1.133  740.00  1.156   Bueno, Adalberto              09/10/94  11/01/95  04/30/96  350.00    Y --
 304 A.3    640   725.00   1.133  750.00  1.172   Hanson, Scott F.              07/01/94  05/01/95  10/31/95  350.00    Y --
 305 A.3    640   725.00   1.133  750.00  1.172   Lynch, Ray And Bee            07/11/96  07/11/96  08/10/97  600.00    Y --
 306 A.3    640   725.00   1.133  695.00  1.086   Felton, Merlyn                10/10/93  07/01/96  06/30/97  375.00    Y --
 307 A.3    640   725.00   1.133  740.00  1.156   Bunch, Maureen                06/01/94  08/01/96  07/31/97  350.00    Y --
 308 A.3    640   725.00   1.133  750.00  1.172   Alexander, Larry &            08/21/96  08/21/96  08/31/97  600.00    Y --
 309 A.3    640   725.00   1.133  725.00  1.133   Amaral, Mark                  09/01/94  03/28/96  02/28/97  350.00    Y --
 310 A.3    640   725.00   1.133  735.00  1.148   Hearn, Bernice                01/22/96  08/01/96  07/31/97  600.00    Y --
 311 A.3    640   725.00   1.133  725.00  1.133   Olvera, Jack                  07/13/96  07/13/96  07/31/97  600.00    Y --
 312 A.3    640   725.00   1.133  750.00  1.172   Arredondo, Aaron L.           08/01/94  12/01/95  08/31/96  450.00    Y OL
 313 A.3    640   725.00   1.133  715.00  1.117   Fischer, John W.              11/01/89  06/01/96  05/31/97  375.00    Y --
 314 A.3    640   725.00   1.133  750.00  1.172   Houx, Dave                    07/27/96  07/27/96  07/30/97  600.00    Y --
 315 A.3    640   725.00   1.133  750.00  1.172   Williams, Ben                 08/16/96  08/16/96  08/31/97  600.00    Y --
 316 A.3    640   725.00   1.133  695.00  1.086   Raney-Renk, Joshuah           11/01/95  11/01/95  10/31/96  800.00    Y --
 317 A.3    640   725.00   1.133  725.00  1.133   Shahidi, MaryAnn              04/25/95  08/01/96  07/31/97  350.00    Y --
 318 A.3    640   725.00   1.133  695.00  1.086   Smith, Janice                 09/01/78  08/01/96  07/31/97  220.00    Y --
 319 A.3    640   725.00   1.133  750.00  1.172   Bell, Peter & Karen           05/15/96  05/15/96  05/14/97  800.00    Y --
 320 A.3    640   725.00   1.133  680.00  1.063   Johnson, Jeanne               06/22/83  06/01/96  05/31/97  235.00    Y --
 321 A.3    640   725.00   1.133  646.00  1.009   Preddy, Betty                 04/29/94  05/01/96  04/30/97  205.00    Y --
 322 A.3    640   725.00   1.133  750.00  1.172   Chelsea, David                06/19/96  06/19/96  06/30/97  600.00    Y --
 323 A.3    640   725.00   1.133  750.00  1.172   Pieken, Rebecca               05/01/96  05/01/96  04/30/97  900.00    Y --
 324 A.3    640   725.00   1.133  750.00  1.172   Goodwin, Barbara              11/08/94  12/01/94  05/31/95  350.00    Y --
 325 A.3    640   725.00   1.133  725.00  1.133   Berniger-Wick, Alic           09/27/88  05/01/96  04/30/97  375.00    Y --
 326 A.3    640   725.00   1.133  715.00  1.117   Neustadt, Judith F.           05/09/92  06/01/96  05/31/97  375.00    Y --
 327 B.3    800   850.00   1.063  800.00  1.000   Wylie, Coral                  05/11/87  05/01/96  04/30/97  410.00    Y --
 328 B.3    800   850.00   1.063  850.00  1.063   Meyers, Kathryn R             09/15/95  06/01/96  04/30/97  600.00    Y --
 329 B.3    800   850.00   1.063  815.00  1.019   Koster, Scott                 08/16/94  09/01/96  05/31/97  600.00    Y --
 330 B.3    800   850.00   1.063  800.00  1.000   Seigrist, Jeanne              04/01/94  05/01/96  04/30/97  450.00    Y --
 331 B.3    800   850.00   1.063  850.00  1.063   Waggoner, Nora                12/24/95  12/24/95  09/23/96  600.00    Y --
 332 B.3    800   850.00   1.063  800.00  1.000   Rudolph, Don                  04/26/91  05/01/95  04/30/97  450.00    Y --
</TABLE>
<PAGE>

09/30/96               LINCOLN RESIDENTIAL MGMT. SERVICES                 Page 3

4:10 pm                             Pine Grove                          ID 3.6.1

                                    All Units

<TABLE>
<CAPTION>
=Unit Profile==   ==Scheduled vs Actual Rent===   ========================      =Moved==  ==Current Lease===  Security= =YNAD=
I.D. Type  SqFt   Amount   /SqFt  Amount  /SqFt   Current Lease                    In     Begin     End       Deposit    Stat
==== ====  ====   ======   =====  ======  =====   ========================      ========  ========  ========  ========= ======
<S>  <C>   <C>    <C>        <C>    <C>       <C>    <C>                         <C>       <C>       <C>       <C>       <C> 
 333 B.3     800    850.00   1.063    850.00  1.063  Selman, Nicola              11/20/92  11/01/95  07/31/96   450.00   Y --
 334 B.3     800    850.00   1.063    785.00  0.981  Carlsen, Charles            03/09/89  05/01/96  04/30/97   375.00   Y --
==== ====  =====  ========   =====  ========  =====  ========================    ========  ========  ========  ========  ====
          
TOTAL: 100 67840  73880.00   1.089  72571.00  1.070  67840 SF Occupied
==== ====  =====  ========   =====  ========  =====  ========================    ========  ========  ========  ========  ====
</TABLE>
<PAGE>

09/30/96               LINCOLN RESIDENTIAL MGMT. SERVICES                 Page 4

4:29 pm                             Pine Grove                          ID 3.6.1

                                    All Units


<TABLE>
<CAPTION>
PHYSICAL OCCUPANCY:   Occupied   Pct   Vacant   Pct    Total    OCCUPANCY PERCENT:  Excl. Off-Line  Incl. Off-Line
===================   ========   ===   ======   ===    =====    ==================  ==============  ==============
<S>                     <C>     <C>      <C>    <C>   <C>      <C>                       <C>              <C>   
    Square Footage:     67,840  100.0%      0   0.0%  67,840   Incl. Vac. Leased.:       100.0%           100.0%
       Unit Count.:        100  100.0%      0   0.0%     100   Excl. Vac. Leased.:       100.0%           100.0%


<CAPTION>
      EXPOSURE TO VACANCY:   Number   Pct   MOVES/TRANSFERS:     MAKE-READY STATUS.:   Number    Pct
==========================   ======   ===   ================     ===================   ======    ===
<S>                           <C>    <C>     <C>               <C>                      <C>     <C>
  Currently Vacant Units.:        0   0.0%     Oct In.:    0    Total Vacant Units.:        0   100.0%
      Less Vacant Leased.:        0   0.0%    Oct Out.:    0     Ready To Rent (Y).:        0     0.0%
Less Occupied Pre-Leased.:       -2   2.0%                     Need Make-Ready (N).:        0     0.0%
 Plus Occupied On Notice.:        2   2.0%                       Off-Line Down (D).:        0     0.0%
    Occupied But Skipped.:        0   0.0%                      Off-Line Admin (A).:        0     0.0%
                             ------   ---
 Net Exposure To Vacancy.:        0   0.0%     


<CAPTION>
===============================================================================================
   RENTAL RATES:      Occupied   /SqFt   Pct   Vacant   /SqFt   Pct      Total    /SqFt   Pct
================     =========   =====  =====  ======   =====   ===    =========  =====  ======
<S>                  <C>         <C>    <C>      <C>    <C>     <C>    <C>        <C>    <C>   
Scheduled Rent.:     73,880.00   1.089  100.0%   0.00   0.000   0.0%   73,880.00  1.089  100.0%
 Actual Status.:     72,571.00   1.070   98.2%   0.00   0.000   0.0%   72,571.00  1.070   98.2%
 Loss To Lease.:      1,309.00   1.019    1.8%   


STATUS OF UNIT TYPES, SUBTOTALED BY FIRST 8 CHARACTERS OF UNIT TYPE:

<CAPTION>
====================================================================================================================================
Unit  Total     #        %     Avg.  Occup.   Total     Sch. $    Avg. $  Act. $   Rent   Sched.    Loss to  Made  Not  OffLn  OffLn
Type  Units    Occ.     Occ.   SqFt   SqFt     SqFt      /Unit    /SqFt   /Unit   /SqFt    Rent      Lease   Rdy.  Rdy.  Adm.  Down
====  =====    ===      ====   ====  =====    =====     ======    =====   ======  =====  ========   =======  ====  ==== =====  =====
<C>    <C>     <C>      <C>     <C>  <C>      <C>       <C>       <C>     <C>     <C>    <C>        <C>        <C>  <C>   <C>    <C>
A.1     24      24      100%    640  15360    15360     695.00    1.086   681.46  1.065  16680.00    325.00    0    0     0      0
A.2     26      26      100%    640  16640    16640     715.00    1.117   696.15  1.089  18590.00    490.00    0    0     0      0
A.3     26      26      100%    640  16640    16640     725.00    1.133   727.35  1.136  18850.00    -61.00    0    0     0      0
B.1      8       8      100%    800   6400     6400     795.00    0.994   797.50  0.997   6360.00    -20.00    0    0     0      0
B.2      8       8      100%    800   6400     6400     825.00    1.031   784.38  0.980   6600.00    325.00    0    0     0      0
B.3      8       8      100%    800   6400     6400     850.00    1.063   818.75  1.023   6800.00    250.00    0    0     0      0
====  =====    ===      ====   ====  =====    =====     ======    =====   ======  =====  ========   =======  ====  ==== =====  =====
6      100     100      100%    678  67840    67840     738.80    1.089   725.71  1.070  73880.00   1309.00    0    0     0      0
====================================================================================================================================
</TABLE>
<PAGE>

                                INCOME STATEMENT

                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                           MONTH          MONTH       CURRENT        PRIOR       DOLLAR
DESCRIPTION                                ACTUAL       PRIOR YEAR  YEAR TO DATE  YEAR TO DATE  VARIANCE
===========                                ======      ==========  ============  ============  ========
<S>                                       <C>            <C>         <C>           <C>        <C>         
  GROSS POTENTIAL INCOME                                 66,778.00   200,115.09    802,660.62 (602,545.53)
  RENTAL INCOME VARIANCE                                 (1,693.95)   (4,013.91)   (59,106.38)  55,092.47
                                          ---------      ---------   ----------    ----------   ---------
   NET CURRENT RENT                       73,034.70      65,079.57   783,817.09    743,549.76   40,267.33

OTHER RENTAL INCOME
  SECURITY DEPOSITS                        2,963.00         350.00    18,075.00     16,888.00    1,187.00
  FORFEITED SECURITY DEPOSITS                131.00                      941.85                    941.85
  LAUNDRY INCOME                             555.60                    7,175.20      7,876.50     (701.30)
  CHARGES TO TENANTS                         105.00          50.00     1,486.73      2,965.00   (1,478.27)
  MISCELLANEOUS                                             116.84       734.51        151.84      582.67
  DAMAGE                                                                               101.45     (101.45)
  LATE CHARGES                                75.00                    1,055.00        180.00      875.00
  NSF FEES                                    20.00           6.00        76.00         68.00        8.00
  CREDIT CHECK                               125.00          20.00     1,078.25        480.00      598.25
                                          =========      =========   ==========    ==========   =========
   TOTAL OTHER RENT INCOME                 3,974.60         542.84    30,622.54     28,710.79    1,911.75
     TOTAL RENTAL INCOME                  77,009.30      65,622.41   814,439.63    772,260.55   42,179.08
                                          =========      =========   ==========    ==========   =========
  OTHER INCOME
  REFUNDED DEPOSITS                       (1,150.00)       (944.69)  (11,296.00)   (15,839.00)   4,543.00
  INTEREST INCOME                            103.51                      413.44                    413.44
  OTHER INCOME                                                         3,600.00                  3,600.00
                                          =========      =========   ==========    ==========   =========
   TOTAL OTHER INCOME                     (1,046.49)       (944.69)   (7,282.56)   (15,839.00)   8,556.44
     TOTAL INCOME                         75,962.81      64,677.72   807,157.07    756,421.55   50,735.52
                                          =========      =========   ==========    ==========   =========

TOTAL CONTROLLABLE EXPENSES
PAYROLL EXPENSES
  BONUS                                      459.09       2,000.00     2,699.09      2,000.00      699.09
  REPAIRS/MAINT. PAYROLL                   3,461.12       1,935.38    22,589.54     20,425.33    2,164.21
  MANAGERS SALARIES                        2,756.85       3,000.00    21,008.29     17,075.04    3,933.25
  OFFICE SALARIES                            521.79                    1,777.34        660.00    1,117.34
  DECORATING PAYROLL                                         63.50                   1,118.77   (1,118.77)
  STATE COMP. INS.=PAYROLL                   426.11         674.24     3,374.65      4,106.02     (731.37)
  PAYROLL=HOSPITAL INS.                      822.20         306.90     5,623.22        600.30    5,022.92
  FICA = PAYROLL TAX                         439.22         387.40     3,307.37      3,157.90      149.47
  FUTA = PAYROLL TAX                          46.23                      348.54        154.31      194.23
  SDI TAX=PAYROLL=UNEMPLOY                    57.79                      912.78      1,022.22     (109.44)
                                          =========      =========   ==========    ==========   =========
     PAYROLL EXPENSES                      8,990.40       8,367.42    61,640.82     50,319.89   11,320.93
</TABLE>

ADMINISTRATIVE EXPENSES
<PAGE>

                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                           MONTH          MONTH       CURRENT        PRIOR       DOLLAR
DESCRIPTION                                ACTUAL       PRIOR YEAR  YEAR TO DATE  YEAR TO DATE  VARIANCE
===========                                ======       ==========  ============  ============  ========
<S>                                       <C>            <C>         <C>           <C>        <C>         
  PROMOTIONS                                                             623.85                    623.85
  ADVERTISING                                706.82         382.76     8,223.27      3,395.61    4,827.66
  SIGNS, FLAGS, BANNERS                                                   42.60                     42.60
  OFFICE SUPPLIES                            762.29          63.97     2,412.06        261.20    2,150.86
  FURNITURE RENTAL                           315.94                      358.54                    358.54
  LEGAL EXPENSES                             373.75         955.50       742.52      1,056.20     (313.68)
  MISCELLANEOUS                              125.60                      466.19        339.94      126.25
  CREDIT CHECK EXPENSE                        60.80                      433.05        215.40      217.65
  BANK CHARGES                                 4.00                       22.00                     22.00
  PETTY CASH REIMB.                                         355.55       372.91      1,929.75   (1,556.84)
  POSTAGE                                    133.63                      517.98                    517.98
  DUES & SUBCRIPTIONS                                                    341.19                    341.19
  LINCOLN FEE                              2,378.33                   20,594.93                 20,594.93
  NSF CHECK                                                (767.74)                     19.26      (19.26)
  EMPLOYEE TRAINING                                                      745.74                    745.74
  OUSTIDE STATIONARY MISC                    303.29                    2,107.10                  2,107.10
                                          =========      =========   ==========    ==========   =========
    ADMINISTRATIVE EXPENSE                 5,164.45         990.04    38,003.93      7,217.36   30,786.57

CONTRACT SERVICES
  SEC SUP/EXP=FIRE PROTECT                   276.04                      944.58        439.30      505.28
  EXTERMINATING CONTRACT                     220.00                    2,881.24                  2,881.24
  CABLE T.V.                                 825.71       1,545.62     8,503.81      9,337.53     (833.72)
  GARDENING CONTRACT                         695.00       1,318.00     7,195.00      7,843.00     (648.00)
  ELVATOR MAINT./CONT.                                      156.89     2,142.50      1,882.68      259.82
                                          =========      =========   ==========    ==========   =========
    CONTRACT SERVICES                      2,016.75       3,020.51    21,667.13     19,502.51    2,164.62

UTILITY SERVICES
  TELEPHONE EXPENSE                          282.87          80.45     2,542.87      1,129.23    1,413.64
  TRASH REMOVAL                            1,017.65         681.10     8,847.85      7,298.90    1,548.95
  PGE = HOUSE                              1,086.63       2,647.36    19,550.46     27,277.20   (7,726.74)
  GAS = HOUSE                              2,074.66                   12,521.36                 12,521.36
  PGE APARTMENT METERS                         0.12         156.10       915.90        680.35      235.55
  WATER                                    2,951.30          21.91    20,362.60     15,760.79    4,601.81
  SEWER CHARGES                            4,863.90       2,790.00    16,953.90     16,740.00      213.90
                                          =========      =========   ==========    ==========   =========
    UTILITY SERVICES                      12,277.13       6,376.92    81,694.94     68,886.47   12,808.47

MAINTENANCE EXPENSES
  CARPET REPAIRS/MAINT.                      120.00         290.00     1,482.50      1,796.67     (314.17)
  CARPET REPLACEMENT                        (592.99)        534.24    24,402.59      6,906.71   17,495.88
  GROUNDS SUPPLY/REPLACEMENT                                           1,529.98        262.71    1,267.27
  POOL SUPPLY/REPLACEMENT                     48.16         533.89     8,942.87      1,885.03    7,057.84
  DECORATING SUPPLIES                        133.34         174.00     6,344.23      1,874.24    4,469.99
  CLEANING SUPPLIES/SERV.                    145.00         160.00     2,899.86      3,367.50     (467.64)
  EXTERMINATING SUPPLIES                                    220.00        75.00        742.00     (667.00)
</TABLE>
<PAGE>

                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                           MONTH          MONTH       CURRENT        PRIOR       DOLLAR
DESCRIPTION                                ACTUAL       PRIOR YEAR  YEAR TO DATE  YEAR TO DATE  VARIANCE
===========                                ======       ==========  ============  ============  ========
<S>                                       <C>            <C>         <C>           <C>        <C>         
  BLDG MAINT SUPPLIES                       (407.54)     (2,089.58)   16,589.55     17,759.39   (1,169.84)
  PLUMBING MAINTENANCE                       519.10                    4,760.79         53.33    4,707.46
  APPLIANCE REPLACEMENT                      803.84                    7,563.51        899.38    6,664.13
  BLDG MAINT SVC/CONTRACT                    457.77     (30,030.96)    4,345.83      1,762.79    2,583.04
  ELECTRIC MAINTENANCE                        86.64                      875.20        664.50      210.70
  MISC. MAINT. EXPENSES                                                  112.11                    112.11
                                         ==========     ==========   ==========    ==========   =========
    MAINTENANCE EXPENSES                   1,313.32     (30,208.41)   79,924.02     37,974.25   41,949.77
   CONTROLLABLE EXPENSES                  29,762.05     (11,453.52)  282,930.84    183,900.48   99,030.36
                                         ==========     ==========   ==========    ==========   =========
TOTAL UNCONTROLLABLE EXPENSES
 FIXED EXPENSES
  PROPERTY INSURANCE                       2,193.07      31,925.55     4,386.14     31,925.55  (27,539.41)
  PROPERTY TAXES                                          9,585.57     9,780.87     19,171.14   (9,390.27)
  LICENSES & PERMITS                                                   1,256.03      1,278.00      (21.97)
                                         ==========     ==========   ==========    ==========   =========
    FIXED EXPENSES                         2,193.07      41,511.12    15,423.04     52,374.69  (36,951.65)
   NET OPERATING INCOME (NOI)             44,007.69      34,620.12   508,803.19    520,146.38  (11,343.19)
                                         ==========     ==========   ==========    ==========   =========
DEBT SERVICE
  INTEREST ON 1ST MORTGAGE                35,014.37      29,948.33   287,317.11    359,379.96  (72,062.85)
  PRINCIPAL ON 1ST MORTG.                (70,127.44)
                                         ==========     ==========   ==========    ==========   =========
    DEBT SERVICE                         (35,113.07)     29,948.33   287,317.11    359,379.96  (72,062.85)
   OPERATING CASH FLOW                    79,120.76       4,671.79   221,486.08    160,766.42   60,719.66
                                         ==========     ==========   ==========    ==========   =========
NON OPERATING EXPENSES
  DEPRECIATION EXPENSE                   131,112.00     130,896.00   131,112.00    130,896.00      216.00
  DEFERRED INT. AMORTIZ.                   4,083.38                    4,083.38                  4,083.38
  REFURBISHMENT & DEFERRALS               17,277.62      72,630.99   151,260.40     72,630.99   78,629.41
                                         ==========     ==========   ==========    ==========   =========
    NON OPERATING EXPENSES               152,473.00     203,526.99   286,455.78    203,526.99   82,928.79
     PROFIT/LOSS                         (73,352.24)   (198,855.20)  (64,969.70)   (42,760.57) (22,209.13)
                                         ==========     ==========   ==========    ==========   =========
</TABLE>
<PAGE>

                                   PINE GROVE
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                           MONTH          MONTH       CURRENT        PRIOR       DOLLAR
DESCRIPTION                                ACTUAL       PRIOR YEAR  YEAR TO DATE  YEAR TO DATE  VARIANCE
===========                                ======       ==========  ============  ============  ========
<S>                                       <C>            <C>         <C>           <C>        <C>         
  GROSS POTENTIAL INCOME                                                           200,115.09 (200,115.09)
  RENTAL INCOME VARIANCE                                                            (4,013.91)   4,013.91
                                          =========      =========   ==========    ==========   =========
    NET CURRENT RENT                      70,198.94      66,209.76   541,547.57    517,884.50   23,663.07

OTHER RENTAL INCOME
  SECURITY DEPOSITS                        3,450.00       3,000.00    17,250.00      8,162.00    9,088.00
  FORFEITED SECURITY DEPOSITS                536.84                    1,772.00        110.85    1,661.15
  LAUNDRY INCOME                             613.05         641.25     5,494.80      4,511.20      983.60
  CHARGES TO TENANTS                         495.00          50.00     1,230.00      1,115.00      115.00
  MISCELLANEOUS                                                                        734.51     (734.51)
  DAMAGE                                                                  54.73                     54.73
  LATE CHARGES                                30.00         165.00       360.00        740.00     (380.00)
  NSF FEES                                                   10.00       160.00         46.00      114.00
  CREDIT CHECK                                              175.00       300.00        553.25     (253.25)
  TRANSFER CHARGE                                                         54.28                     54.28
                                          =========      =========   ==========    ==========   =========
    TOTAL OTHER RENT INCOME                5,124.89       4,041.25    26,675.81     15,972.81   10,703.00

      TOTAL RENTAL INCOME                 75,323.83      70,251.01   568,223.38    533,857.31   34,366.07
                                          =========      =========   ==========    ==========   =========
OTHER INCOME
  REFUNDED DEPOSITS                       (3,850.00)       (900.00)  (12,094.00)    (6,650.00)  (5,444.00)
  INTEREST INCOME                             66.17          36.67       581.06        189.71      391.35
  OTHER INCOME                                                                       3,600.00   (3,600.00)
                                          =========      =========   ==========    ==========   =========
    TOTAL OTHER INCOME                    (3,783.83)       (863.33)  (11,512.94)    (2,860.29)  (8,652.65)

      TOTAL INCOME                        71,540.00      69,387.68   556,710.44    530,997.02   25,713.42
                                          =========      =========   ==========    ==========   =========
TOTAL CONTROLLABLE EXPENSES
 PAYROLL EXPENSES
  BONUS                                      840.00         245.00     2,673.73      2,205.00      468.73
  REPAIRS/MAINT. PAYROLL                   2,146.52       1,467.42    16,629.85     11,618.11    5,011.74
  MANAGERS SALARIES                        1,812.28                   15,483.11     16,298.13     (815.02)
  OFFICE SALARIES                             90.00          79.47     3,139.14        503.52    2,635.62
  STATE COMP. INS.=PAYROLL                   295.87         126.89     2,293.48      2,270.90       22.58
  PAYROLL=HOSPITAL INS.                      550.62         253.77     4,268.41      3,445.70      822.71
  FICA = PAYROLL TAX                         312.30         133.93     2,420.90      2,152.85      268.05
  FUTA = PAYROLL TAX                          32.87          14.10       254.84        227.01       27.83
  SDI TAX=PAYROLL=UNEMPLOY                    41.09          17.62       318.55        760.87     (442.32)
                                          =========      =========   ==========    ==========   =========
    PAYROLL EXPENSES                       6,121.55       2,338.20    47,482.01     39,482.09    7,999.92
</TABLE>

ADMINISTRATIVE EXPENSES
<PAGE>

                                   PINE GROVE
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                            MONTH          MONTH       CURRENT        PRIOR       DOLLAR
DESCRIPTION                                 ACTUAL       PRIOR YEAR  YEAR TO DATE  YEAR TO DATE  VARIANCE
===========                                 ======       ==========  ============  ============  ========
<S>                                       <C>            <C>         <C>           <C>        <C>         
  PROMOTIONS                                                517.37        71.70        623.85     (552.15)
  ADVERTISING                                954.95         596.50     5,474.59      3,190.52    2,284.07
  BROCHURES                                                               38.50                     38.50
  OFFICE SUPPLIES                            231.68         323.95     3,200.36        982.11    2,218.25
  FURNITURE RENTAL                           112.97                      988.96                    988.96
  COMPUTER EXPENSES                                        (212.95)
  LEGAL EXPENSES                                                         653.57        368.77      284.80
  MISCELLANEOUS                               67.20         426.50     1,122.84        991.32      131.52
  CREDIT CHECK EXPENSE                       132.80          51.00       343.00        182.00      161.00
  BANK CHARGES                                              (32.00)       79.00                     79.00
  PETTY CASH REIMB.                                                                    372.91     (372.91)
  POSTAGE                                     67.65          37.19       567.62        221.50      346.12
  DUES & SUBCRIPTIONS                                                    (17.27)       484.24     (501.51)
  LINCOLN FEE                              2,501.00       2,344.92    19,212.54     11,359.23    7,853.31
  EMPLOYEE TRAINING                                                      200.00        245.74      (45.74)
  OUSTIDE STATIONARY MISC                                    57.73       234.04      1,677.17   (1,443.13)
                                          =========      =========   ==========    ==========   =========
      ADMINISTRATIVE EXPENSE               4,068.25       4,110.21    32,169.45     20,699.36   11,470.09

CONTRACT SERVICES
  SEC SUP/EXP=FIRE PROTECT                  (110.42)                     329.98        392.50      (62.52)
  EXTERMINATING CONTRACT                     223.74                    1,543.74      1,561.24      (17.50)
  CABLE T.V.                                 772.67         772.81     6,182.56      5,409.67      772.89
  GARDENING CONTRACT                         896.14         650.00     6,901.72      4,550.00    2,351.72
  ELVATOR MAINT./CONT.                       286.32                    1,830.81        313.78    1,517.03
                                          =========      =========   ==========    ==========   =========
      CONTRACT SERVICES                    2,068.45       1,422.81    16,788.81     12,227.19    4,561.62

UTILITY SERVICES
  TELEPHONE EXPENSE                          181.62          36.32     1,568.80        635.51      933.29
  TRASH REMOVAL                            1,127.75         709.45     8,945.55      5,732.50    3,213.05
  PGE = HOUSE                              1,578.50                    7,841.99     14,534.16   (6,692.17)
  GAS = HOUSE                              2,968.95         107.87    12,324.53      2,908.01    9,416.52
  PGE APARTMENT METERS                        98.97          (6.02)    1,698.36        564.05    1,134.31
  WATER                                    3,754.00                   11,341.78      8,530.46    2,811.32
  SEWER CHARGES                            2,790.00                   10,980.79      8,370.00    2,610.79
                                          =========      =========   ==========    ==========   =========
      UTILITY SERVICES                    12,499.79         847.62    54,701.80     41,274.69   13,427.11

MAINTENANCE EXPENSES
  CARPET REPAIRS/MAINT.                      375.00        (189.90)    1,610.00        652.50      957.50
  CARPET REPLACEMENT                       1,920.41       6,232.98    15,960.32     15,122.57      837.75
  GROUNDS SUPPLY/REPLACEMENT                                              16.09      1,529.98   (1,513.89)
  POOL SUPPLY/REPLACEMENT                    330.91                    3,594.73      1,980.14    1,614.59
  DECORATING SUPPLIES                        229.41         419.72     4,683.57      2,906.99    1,776.58
  CLEANING SUPPLIES/SERV.                  1,024.92         475.00     2,960.53      1,662.16    1,298.37
  EXTERMINATING SUPPLIES                                                                75.00      (75.00)
</TABLE>
<PAGE>

                                   PINE GROVE
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                           MONTH          MONTH       CURRENT        PRIOR       DOLLAR
DESCRIPTION                                ACTUAL       PRIOR YEAR  YEAR TO DATE  YEAR TO DATE  VARIANCE
===========                                ======       ==========  ============  ============  ========
<S>                                       <C>            <C>         <C>           <C>        <C>         
  BLDG MAINT SUPPLIES                      1,661.27      (1,656.86)    7,194.55     12,423.95   (5,229.40)
  PLUMBING MAINTENANCE                       457.38         397.09     7,944.72      2,712.21    5,232.51
  APPLIANCE REPLACEMENT                      445.06                    7,804.40      6,157.11    1,647.29
  BLDG MAINT SVC/CONTRACT                                  (226.94)      733.75      3,007.77   (2,274.02)
  ELECTRIC MAINTENANCE                         1.50                      433.43      1,809.36   (1,375.93)
  MISC. MAINT. EXPENSES                                                                112.11     (112.11)
                                          ---------      ---------   ----------    ----------   ---------
  MAINTENANCE EXPENSES                     6,445.86       5,451.09    52,936.09     50,151.85    2,784.24

  CONTROLLABLE EXPENSES                   31,203.90      14,169.93   204,078.16    163,835.18   40,242.98
                                          ---------      ---------   ----------    ----------   ---------
TOTAL UNCONTROLLABLE EXPENSES
FIXED EXPENSES
  PROPERTY INSURANCE                                                    (172.65)                  (172.65)
  PROPERTY TAXES                                                       9,780.87                  9,780.87
  LICENSES & PERMITS                                                     830.00      1,256.03     (426.03)
                                          ---------      ---------   ----------    ----------   ---------
  FIXED EXPENSES                                                      10,438.22      1,256.03    9,182.19

  NET OPERATING INCOME (NOI)              40,336.10      55,217.75   342,194.06    365,905.81  (23,711.75)
                                          =========      =========   ==========    ==========   =========
  DEBT SERVICE
  INTEREST ON 1ST MORTGAGE                21,070.21      22,780.12   171,975.63    194,700.09  (22,724.46)
  PRINCIPAL ON 1ST MORTG.                 11,667.00      11,667.00    93,336.00     23,334.00   70,002.00
                                          ---------      ---------   ----------    ----------   ---------
      DEBT SERVICE                        32,737.21      34,447.12   265,311.63    218,034.09   47,277.54
      OPERATING CASE FLOW                  7,598.89      20,770.63    76,882.43    147,871.72  (70,989.29)
                                          =========      =========   ==========    ==========   =========
  NON OPERATING EXPENSES
  REFURBISHMENT & DEFERRALS                  225.00      48,225.27    60,873.98     71,601.66  (10,727.68)
                                          ---------      ---------   ----------    ----------   ---------
  NON OPERATING EXPENSES                     225.00      48,225.27    60,873.98     71,601.66  (10,727.68)

  PROFIT/LOSS                              7,373.89     (27,454.64)   16,008.45     76,270.06  (60,261.61)
                                          =========      =========   ==========    ==========   =========
</TABLE>
<PAGE>

                             PINE GROVE FLOOR PLAN

                               [GRAPHIC OMITTED]
<PAGE>

                             PINE GROVE FLOOR PLAN

                               [GRAPHIC OMITTED]
<PAGE>

- --------------------------------------------------------------------------------
                     QUALIFICATIONS OF ROBERT SAIA, MAI, SRA
                        Calif. OREA Certificate #AG003191
- --------------------------------------------------------------------------------

EXPERIENCE

Independent real estate appraiser since 1981.

EDUCATION

Associate Arts Degree from West Valley College. Major in Real Estate.

Bachelor of Arts Degree in Economics from San Jose State University. Graduated
with distinction.

Graduate Studies in the Master of Business Administration Program at Golden Gate
University, San Francisco.

Advanced courses in appraisal taken at California State University, Hayward,
University of San Francisco and San Jose State University, through the Appraisal
Institute.

MEMBERSHIPS

Former Member of the Society of Real Estate Appraiser
(SRPA designation)
Current Member of the Appraisal Institute, MAI #8841
Current Member of Admissions Committee Appraisal Institute
Board of Directors, South Bay Chapter Appraisal Institute 1993-95. National
admissions board member.

STATE CERTIFICATES AND LICENSES

State of California "Certified-General" Appraiser Certificate No. AG003191
State of California Real Estate License (non-active)
State of Nevada "Certified-General" Appraiser Certificate No. 00621

APPRAISAL ASSIGNMENTS

Some of the types of properties appraised in the past are outlined below:

Commercial: Retail stores, office buildings, service stations, vacant land, 

Residential: Single family, multi-family, townhouse/condominium, vacant land, 
subdivision, apartments and mobile home parks.

Industrial: Vacant land, warehouses, research and development facilities,
industrial condominiums and manufacturing facilities, mini-storage warehouses, 
food processing facilities, truck terminals.
<PAGE>

Special Use: Airport, carwash, landfill, right-of-way, easement valuation,
commercial nursery, and golf courses.

Lodging Facilities: Motels, hotels, inns, SRO, Recreational vehicle parks

CLIENTS

A brief partial list of past clients with whom Mr. Saia has worked with
includes:

American Savings Bank
County of Santa Clara
Comerica Bank
Bank of America NT&SA
First National Bank of Central California 
Bank of Salinas 
Home Savings of America 
Metropolitan Securities & Trust 
City of Monterey 
City of San Jose 
City of Palo Alto 
Imperial Thrift & Mortgage 
NationsBank 
Pacific Western Bank 
Bay View Federal Bank 
Wells Fargo Bank 
Phoenix Home Life



                               ARTHUR ANDERSEN LLP

                         Appraisal & Valuation Services

                             BIRCH CREEK APARTMENTS
                             MOUNTAIN VIEW, CALIFORNIA

                             Prepared For

                             American Apartment Communities

                             December 1, 1996

                             Prepared By

                             ARTHUR ANDERSEN LLP
                             Valuation Services Group
<PAGE>

                         [Letterhead of Arthur Andersen]

February 1, 1997

Mr. Kevin Kaz
American Apartment Communities
615 Front Street
San Francisco, CA 94111

Re:   Birch Creek Apartments
      Mountain View, California

Dear Mr. Kaz:

As you requested, we have inspected and appraised the above referenced property.
A description of the property appraised, together with explanations of the
appraisal procedures used, are presented in the body of the report.

The purpose of this appraisal is to estimate the market value of the leasehold
interest in the real estate, subject to the definition of market value, the
general assumptions and limiting conditions, and the certification as set forth
in this appraisal report. The intended use of the appraisal is for financing
purposes for American Apartment Communities and may not be disclosed to a third
party.

This appraisal has been prepared in accordance with the Code of Professional
Ethics and Standards of Professional Practice set forth by the Appraisal
Institute and the Uniform Standards of Professional Appraisal Practice (USPAP)
adopted by the Appraisal Foundation. This report may not be included or referred
to in any Securities and Exchange Commission filing or other public document.

Based upon the data and conclusions presented in the attached report, it is our
opinion that the leasehold market value of the subject, as of December 1, 1996,
was:

                 -- TEN MILLION TWO HUNDRED THOUSAND DOLLARS --
                                  ($10,200,000)

We appreciate the opportunity to work with you on this assignment. Please call
Brian E. Ginsberg at (212) 708-8197 if you have any questions or if we can be of
further assistance.

Very truly yours,


/s/ Arthur Andersen LLP
<PAGE>

                                TABLE OF CONTENTS
                                                                          Page
                                                                          
LETTER OF TRANSMITTAL ...................................................    i
SUMMARY OF CRITICAL FACTS AND CONCLUSIONS ...............................  iii
INTRODUCTION ............................................................    v
SCOPE OF THE APPRAISAL ..................................................   vi
ASSUMPTIONS AND LIMITING CONDITIONS .....................................  vii
CERTIFICATION ...........................................................   ix
                                                                          
SECTION A: SUBJECT PROPERTY IDENTIFICATION                                
     Subject Property Identification and Ownership History ..............    1
     Purpose and Function of the Valuation ..............................    2
     Property Rights Appraised ..........................................    3
     Effective Date of the Valuation ....................................    3
                                                                          
SECTION B: ANALYSIS OF THE SUBJECT PROPERTY                               
     Description and Analysis of the Subject Property ...................    4
     Improvements .......................................................    6
     Real Estate Taxes ..................................................    9
     Zoning .............................................................   11
                                                                          
SECTION C: MARKET CONDITIONS                                              
     General Conditions .................................................   13
     Neighborhood Analysis ..............................................   24
     Apartment Market Overview ..........................................   27
     Highest and Best Use Analysis ......................................   33
                                                                          
SECTION D: THE APPRAISAL PROCESS ........................................   38

SECTION E: THE SALES COMPARISON APPROACH                                  
     Sales Comparison Approach ..........................................   40
     NOI Per Unit Analysis ..............................................   51
     Conclusion by the Sales Comparison Approach ........................   52
                                                                          
SECTION F: INCOME APPROACH                                                
     Income Capitalization Approach .....................................   53
     Property Income Analysis ...........................................   54
     Operating Expense Analysis .........................................   64
     Direct Capitalization Analysis .....................................   68
     Conclusion by the Income Approach ..................................   71
                                                                          
SECTION C: RECONCILIATION OF VALUE ESTIMATES ............................   72
                                                                         
ADDENDA
     Property Photographs ............................................... A-73
<PAGE>

                    SUMMARY OF CRITICAL FACTS AND CONCLUSIONS

THE SUBJECT PROPERTY

Property Name:                          Birch Creek Apartments

Property Location:                      575 South Rengstorff Avenue
                                        Mountain View, CA 94040

Property Type:                          Garden apartment complex

Current Owner of Record:                American Apartment Communities, Inc.

Land:
         Acres:                         6.4 Acres
         Square Feet:                   278,784 Square Feet
         Zoning:                        R-3-l, Multiple Family Residential
                                        District

Building Area:
         Net Rentable Area (NRA)        162,000 Square Feet

Number of Units:                        184

Number of Stories:                      2

Parking:

         Number of Spaces:              187 Uncovered spaces
                                        200 Carports
                                        ---         
                                        387 Parking spaces

         Ratio:                         2.10 spaces per unit

Year Built:                             Phase I - 1968

Property Condition and Appeal:          The subject is in good condition and is
                                        similar in physical appearance, project
                                        and unit features, and curb appeal to
                                        its competitive set.

Highest and Best Use:
         Land as Though Vacant:         Multifamily development
         Property as Improved:          Multifamily development


                                    - iii -
<PAGE>

Interest Appraised:                     Leasehold
Ground Lease Term:                      75 years (1968 - 2043)

VALUE INDICATIONS                       TOTAL                     PER UNIT
                                        -----                     --------

          Sales Comparison Approach     $11,000,000               $59,782
          Income Approach               $10,200,000               $55,434

Final Estimate of Market Value:         $10,200,000               $55,434

Effective Date of Valuation:            December 1, 1996

Date of Inspection:                     November 4, 1996

Marketing Period:                       9-12 months

Exposure Period:                        9-12 months


                                     - iv -
<PAGE>

                                  INTRODUCTION

      This report was prepared for American Apartment Communities for the
purpose of rendering an opinion of the market value of this property. This
appraisal report describes and analyzes the prospective value of the leasehold
interest in a 184-unit garden apartment complex. The improvements, which were
constructed in 1968, contain a net rentable area of approximately 162,000 square
feet. The improvements were found to be in generally good condition. The
underlying land area is 6.4 acres or 278,784 square feet. As of the effective
date of the appraisal, unit occupancy was approximately 96.2 percent. The
estimated value is prospective, as it is a future date from the date of property
inspection and transmittal of the report.

      This appraisal has been prepared in compliance with the Appraisal
Standards Board requirements and is a self contained appraisal report. The
report contains all information significant to the solution of the appraisal
problem and reports all significant data in a comprehensive fashion.


                                      - v -
<PAGE>

                             SCOPE OF THE APPRAISAL

      As part of this assignment, the appraisers made a number of independent
investigations and analyses. In conducting our investigation, various
governmental planning agencies were contacted for demographic data, land
policies and trends, and growth estimates. Neighborhood data were supplemented
by physical inspection of the defined area. Information regarding local
ordinances, utilities, and other limitations on site utilization was obtained
from the client and through the appropriate agencies. Both the site and the
surrounding area was inspected to determine suitability for multifamily use. In
addition, the local apartment market was analyzed for past trends and current
data. Estimated income and occupancy levels, expenses, and income structures are
based upon this market evidence.

      A diligent search for comparable data was conducted, and comparable
information was obtained from both public and private sources. in the case of
comparable sales and occupancy data, attempts were made to contact the buyers or
sellers or other knowledgeable third parties to verify that the transactions
were at arm's length, cash equivalent, and market reflective. The considered
information was within the property's market area and was analyzed and adjusted
where necessary for use in estimating separate value indications by the sales
comparison and income approaches. The income approach was deemed to be the most
appropriate method to value the subject.


                                     - vi -
<PAGE>

                       ASSUMPTIONS AND LIMITING CONDITIONS

      This appraisal report has been made with the following general assumptions
and limiting conditions.

1.    No investigation has been made of, and no responsibility is assumed
            for, the legal description of the property being valued or legal
            matters, including title or encumbrances. Title to the property is
            assumed to be good and marketable unless otherwise stated. The
            property is assumed to be free and clear of any liens, easements or
            encumbrances unless otherwise stated.

      2.    Information furnished by others, upon which all or portions of this
            appraisal is based, is believed to be reliable, but has not been
            verified in all cases. No warranty is given as to the accuracy of
            such information.

      3.    This report has been made only for the purpose stated and shall not
            be used for any other purpose. Neither this report nor any portions
            thereof (including, without limitation, any conclusions, the
            identity of Arthur Andersen or any individuals signing or associated
            with this report, or the professional associations or organizations
            with which they are affiliated) shall be disseminated to third
            parties by any means without the prior written consent and approval
            of Arthur Andersen.

      4.    Subject to the provision of the "Fees" paragraph of the engagement
            letter to which this Statement is annexed, neither Arthur Andersen
            nor any individual signing or associated with this report shall be
            required by reason of this report to give further consultation,
            provide testimony, or appear in court or other legal proceedings
            unless specific arrangements therefore have been made.

      5.    This appraisal study has been made in conformance with the
            methodology outlined in the Uniform Standards of Professional
            Appraisal Practice of The Appraisal Foundation. As per your request,
            our study conclusions are present in report form.

      6.    No responsibility is taken for changes in market conditions and no
            obligation is assumed to revise this report to reflect events or
            conditions which occur subsequent to the appraisal date hereof.

      7.    It is assumed that all required licenses, certificates of occupancy,
            consents, or other legislative or administrative authority from any
            local, state, or national government or private entity or
            organization have been or can readily be obtained or renewed for any
            use on which the value estimates contained in this report are based.

      8.    Full compliance with all applicable federal, state and local zoning,
            use, occupancy, environmental and similar laws and regulations is
            assumed, unless otherwise stated.

      9.    Responsible ownership and competent property management are assumed.


                                     - vii -
<PAGE>

      10.   Areas and dimensions of the property were obtained from sources
            believed to be reliable. Maps or sketches, if included in this
            report, are only to assist the reader in visualizing the property
            and no responsibility is assumed for their accuracy. No independent
            surveys were conducted.

      11.   It is assumed that there are no hidden or unapparent conditions of
            the property, subsoil, or structures that render it more or less
            valuable. No responsibility is assumed for such conditions or for
            arranging engineering studies that may be required to discover them.

      12.   No soil analysis or geological studies were ordered or made in
            conjunction with this report, nor was an investigation made of any
            water, oil, gas, coal, or other subsurface mineral and use rights or
            conditions.

      13.   We have not been engaged nor are we qualified to detect the
            existence of hazardous material which may or may not be present on
            or near the properties. The presence of potentially hazardous
            substances such as asbestos, urea-formaldehyde foam insulation,
            industrial wastes, etc. may affect the value of the properties. The
            value estimates herein are predicated on the assumption that there
            is no such material on, in, or near the property that would cause a
            loss in value. No responsibility is assumed for any such conditions
            or for any expertise or engineering knowledge required to discover
            them. The client should retain an expert in this field if further
            information is desired.

      14.   Arthur Andersen's maximum liability relating to services rendered
            under this letter (regardless of form of action, whether in
            contract, negligence or otherwise), shall be limited to the fees
            paid to Arthur Andersen for its services under this agreement. In no
            event shall Arthur Andersen be liable for consequential, special,
            incidental, or punitive loss, damage or expense (including without
            limitation, lost profits, opportunity costs, etc.) even if it has
            been advised of their possible existence.

      15.   American Apartment Communities shall indemnify and hold harmless
            Arthur Andersen and its personnel from and against any claims,
            liabilities, costs and expenses (including, without limitation,
            attorney's fees and the time of Arthur Andersen personnel involved
            but excluding consequential, special incidental or punitive damages)
            brought against, paid or incurred by Arthur Andersen at any time and
            in any way arising out of a breach by American Apartment Communities
            of its obligations under this agreement

      16.   This report may not be included or referred to in any Securities and
            Exchange Commission filing or other public document.


                                    - viii -
<PAGE>

                                  CERTIFICATION

      WE CERTIFY THAT, TO THE BEST OF OUR KNOWLEDGE AND BELIEF...

- -- the statements of fact contained in this report are true and correct;

- -- the reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions and are our personal, unbiased
professional analyses, opinions, and conclusions;

- -- we have no present or prospective interest in the property that is the
subject of this report, and we have no personal interest or bias with respect to
the parties involved;

- -- our compensation is not contingent upon the reporting of a predetermined
value or direction in value that favors the cause of the client, the amount of
the value estimate, the attainment of a stipulated result, or the occurrence of
a subsequent event;

- -- our analyses, opinions, and conclusions were developed, and this report has
been prepared, in conformity with the requirements of the Code of Professional
Ethics and the Supplemental Standards of Professional Practice of The Appraisal
Institute and the Uniform Standards of Professional Appraisal Practice of The
Appraisal Foundation;

- -- the use of this report is subject to the requirements of The Appraisal
Institute relating to review by its duly authorized representatives;

- -- as of the date of this report, Brian E. Ginsberg, MAI, has completed the
requirements of the continuing education program of The Appraisal Institute;

- -- James Sullivan made a personal inspection of the property that is the subject
of this report on November 4, 1996.

- -- James Sullivan provided significant professional assistance to the person
signing this report;

- -- neither all nor any part of the contents of this report (especially any
conclusions as to value, the identity of the appraiser, The Appraisal Institute
or the MAI or SRA designations) shall be disseminated to the public through
advertising media, public relations media, news media, sales media, or any other
public means of communication without the prior written consent and approval of
the undersigned; and

- -- this appraisal assignment was not based on a requested minimum valuation, a
specific valuation, or the approval of a loan.


                                                   /s/ Brian E. Ginsberg
                                                   -----------------------------

                                                   Brian E. Ginsberg, MAI
                                                   Manager of Valuation Services


                                     - ix -
<PAGE>

                       A.1 SUBJECT PROPERTY IDENTIFICATION

SUBJECT PROPERTY IDENTIFICATION AND OWNERSHIP HISTORY

Property Address:                       Birch Creek Apartments       
                                        575 South Rengstorff Avenue  
                                        Mountain View, CA 94040      

Tax Map Reference:                      154-13-008-00

Current Owner of Record:                American Apartment Communities, Inc.

Owner's Address:                        615 Front Street
                                        San Francisco, CA 94111

Acquisition History:                    Date:  September 4, 1996           
                                        Price: $10,200,000                 
                                        Deferred Maintenance: $1,056,240   
                                        Transferred From: Berkeley Federal 


                                      - 1 -
<PAGE>

                    A.2 PURPOSE AND FUNCTION OF THE VALUATION

      The purpose of this report is to estimate the market value of the
leasehold interest in the subject property. The function of this appraisal is to
assist American Apartment Communities in analyzing the property for financing
purposes.

      As used herein, market value is defined as:

            The most probable price which a property should bring in a
            competitive and open market under all conditions requisite to a fair
            sale, the buyer and seller, each acting prudently, knowledgeable,
            and assuming the price is not affected by undue stimulus. Implicit
            in this definition is the consummation of a sale as of a specified
            date and the passing of title from seller to buyer under conditions
            whereby:

            a.    buyer and seller are typically motivated;

            b.    both parties are well informed or well advised, and each
                  acting in what he considers his own best interest;

            c.    a reasonable time is allowed for exposure in the open market;

            d.    payment is made in terms of cash in U.S. dollars or in terms
                  of financial arrangements comparable thereto; and

            e.    the price represents the normal consideration for the property
                  sold unaffected by special or creative financing or sales
                  concessions granted by anyone associated with the sale.(1)

- ----------
(1)   The Appraisal of Real Estate, Tenth Edition, 1992.


                                      - 2 -
<PAGE>

                          A.3 PROPERTY RIGHTS APPRAISED

      This appraisal values the leasehold estate of the subject property.
Leasehold Estate is defined in The Language of Real Estate Appraisal Second
Edition, page 106, as "an ownership interest in real estate held by a tenant
during the term of a lease."

                       A.4 EFFECTIVE DATE OF THE VALUATION

      The effective date of value is December 1, 1996. The date of the physical
inspection of the subject property was November 4, 1996.


                                      - 3 -
<PAGE>

                      B.l ANALYSIS OF THE SUBJECT PROPERTY

LOCATION:

      The subject is located on the east side of South Rengstorff Avenue, just
      north of its intersection with El Camino Real in Mountain View, a
      community located in northwestern Santa Clara County within the San Jose
      PMSA. The property benefits from a suburban location in a predominantly
      residential neighborhood, within close proximity to major transportation
      corridors such as U.S. 101 and the Stevens Creek Freeway (State Highway
      85). The property is located approximately 7 miles northwest of San Jose
      and 45 miles south of San Francisco.

LAND:

      Size and Configuration: The subject parcel is nearly rectangular in shape
      and includes 6.4 acres, or 278,784 square feet. The entire parcel is
      assumed to be usable.

      Frontage and Accessibility: The subject property has 400.3 linear feet of
      frontage along the east side of South Rengstorff Avenue. Two of the
      subject property buildings front directly on South Rengstorff Avenue and
      benefit from good visibility and access from this thoroughfare. Overall,
      the property is very accessible from U.S. 101 and El Camino Real and is
      within close proximity to neighborhood amenities and retail services.

      The frontage on South Rengstorff Avenue is considered very good and
      provides two primary points of ingress/egress to the property.

      Topography: The subject parcel is level and at grade with South Rengstorff
      Avenue. The parcel includes dense foliage along its perimeter, a koi pond
      and a canal system in the interior. The property has attractive
      landscaping, with a significant number of mature trees and shrubbery.

      Floodplain: According to F.E.M.A. Community Map Panel No. 060347-0003D,
      dated July 4, 1988, the site is located is within Zone XB, which is
      defined as an area of moderate or minimal flooding located between the
      limits of the 100-year floodplain and the 500-year floodplain. Soil and
      Subsoil Conditions: We are unaware of any subsoil conditions which would
      adversely affect the use of the subject property. Please refer to the
      Assumptions and Limiting Conditions.

      Utilities and Public Services: All public utilities are available to the
      site.

      Easements and Encroachments: Typical utility and access easements are in
      place. These easements do not appear to adversely affect the property.


                                      - 4 -
<PAGE>

      Development of Adjacent Sites: The surrounding area is generally developed
      with multifamily residential development characterized properties of
      similar age but inferior condition to the subject. Surrounding uses are
      well maintained. Additional information is provided in the Neighborhood
      Analysis section, but the following is a summary of adjacent and
      surrounding property uses.

            North: Duplexes and multifamily residential development
            East:  Multifamily residential development
            South: Multifamily residential development
            West:  Multifamily residential development

      Conclusion: The subject is well located in an attractive suburban
      location. It benefits from good visibility and access from South
      Rengstorff Avenue, as well as proximity to U.S. 101. The size,
      configuration, and topography of the subject are adequate for a wide
      variety of uses.


                                      - 5 -
<PAGE>

                               [GRAPHIC OMITTED]

SITE PLAN

BIRCH CREEK APARTMENTS
MOUNTAIN VIEW, CALIFORNIA
<PAGE>

                               [GRAPHIC OMITTED]

FLOODPLAIN MAP

BIRCH CREEK APARTMENTS
MOUNTAIN VIEW, CALIFORNIA
<PAGE>

IMPROVEMENTS:

      Introduction: The subject property is a garden-style apartment complex
containing 184 units which was completed in 1968. The complex contains 20,
two-story buildings, all of which have stucco and wood exteriors. The buildings
are configured around a central courtyard which contains a pool, a recreation
room/fitness center and a koi pond and canal system. As a result of the building
configuration, the property presents a low density environment.

      The apartment mix consists of three basic floor plans: one junior,
one-bedroom, one-bath style; one one-bedroom, one-bath style; and one
two-bedroom, two-bath unit style. The property is most heavily weighted toward
one-bedroom units, which account for approximately 57 percent of the total
number of units. As a result, the average unit size is approximately 880 square
feet. Project amenities include a swimming pool, a community room, and a fitness
center. Laundry facilities are available in four buildings at the property. The
property also offers 200 "tuck-under" or carports parking spaces.

      Apartment unit features include wall-to-wall carpeting, dishwashers, and
patios/balconies.. Rent includes water, sewer and garbage collection. The
buildings have enclosed, central entrances with four units (two on the lower
level and two on the upper level) located off each entrance. The property also
contains 187 uncovered parking spaces, or approximately one uncovered space per
unit.

The table that follows provides a breakdown of the apartment unit mix.


                                      - 6 -
<PAGE>

                                    UNIT MIX
                             BIRCH CREEK APARTMENTS

                         Number     Percent of    Average Square    Total Area
Unit Type               of Units      Total           Feet         Square Feet
- ---------               --------      -----           ----         -----------
JR. lBR/lBA                24          13.0%          550             13,200
lBR/lBA                    80          43.5%          800             64,000
2BR/2BA                    80          43.5%        l,060             84,800
                          ---        ------                          -------
Total/Avg.                184        100.00%          880            l62,000
                                                                  
- ----------
Source: American Apartment Communities: September 1996.

Building Area:                          162,000 net rentable square feet

Number of Buildings:                    20

Number of Stories:                      2

Year Completed:                         1968

Structural System:

o     Foundation: Poured concrete slab.

o     Building Frame: Each building is of wood frame construction on poured
      concrete.

o     Roofing System: The roofs are pitched with wood shingle covering.

o     Exterior Walls: Exterior walls are stucco and wood finish.

o     Fenestration: Single pane in aluminum frame.

Mechanical Systems:

o     HVAC System: Each apartment unit is individually heated by electric
      floorboard heaters in the bedrooms, heating coils in the bathrooms, and
      thermostats in the living rooms.

o     Fire Protection System: The units are not sprinklered.


                                       -7-
<PAGE>

o     Elevators and Stairs: Each individual building contains a staircase per
      each 4-unit segment. There are no elevators located on the property.

o     Security System: A security service visits the property every night.

Interior Finishes:

o     Floor Coverings: Floor coverings in the apartment units are generally
      carpet of average quality with vinyl tile in kitchens and bathrooms.
      Carpets are replaced on an as-needed basis.

o     Walls and Partitions: Walls in the apartment units are constructed of
      painted drywall on wood frame.

o     Ceilings: Ceilings in the apartment units are of a textured,
      "popcorn-style" finish.

Site Improvements:

o     Parking: The property provides 187 uncovered surface parking spaces and
      200 carports, for a total of 387 parking spaces. The parking ratio is 2.1
      spaces for every apartment unit.

o     Landscaping: The property has fairly dense foliage along its perimeter,
      with a small koi pond and an extensive canal system in the interior. The
      property has attractive landscaping with a significant number of mature
      trees and shrubbery.


                                      - 8 -
<PAGE>

                              B.2 REAL ESTATE TAXES

Taxing Jurisdiction(s):

          Local Government:             Santa Clara County

Tax Account Number:                     154-13-008

Current Tax Year:                       July 1 - June 30

Current Tax Rate:                       $1.00 per $100 of assessed value plus
                                        amounts required for debt service
                                        payments.

Assessment Ratio:                       100 percent of fair market value, as
                                        defined by the jurisdiction.

Total Estimated Taxes:                  $146,124 or $796 per unit.

Taxes Due:
          First Installment:            November 1st
          Second Installment:           February 1st

Current:                                According to the Santa Clara County Tax
                                        Assessment office, the taxes on the
                                        subject property are current.

Tax Rates Established:                  August of every year

Assessments Established:                March 1st of every year

Reassessment Frequency:                 Annually

Tax History:                            See the table below


                                      - 9 -
<PAGE>

                                 PROPERTY TAXES
                             BIRCH CREEK APARTMENTS

Tax Year    Total Assessment(1)    Rate/$100       Amount       Amount Per Unit
- --------    -------------------    ---------       ------       ---------------

1996-97         $13,656,525          $l.07       $146.124(2)          $794

- ----------
(1)   Total assessment includes values of land, improvements, and personal
      property.
(2)   Based on estimate by tax assessor. Amount slightly higher than that
      indicated by the millage rates due to additional levies for sewer service,
      etc.

Source: Santa Clara County Tax Assessment Office

      By law, the tax rate in Santa Clara County is limited to 1.0 percent of
full cash value plus amounts required for principal and interest on voter
approved bonded indebtedness. The 1.0 percent tax rate equals $1.00 per $100 of
full cash value, which includes values of land, improvements and personal
property (plus amounts required for debt service payments). These funds are
provided for county, city, school and special district operations as well as
funds to pay for tax increment financing requirements of redevelopment agencies.
There also exists a rate based on the land and improvement value of the
property, reflecting amounts required for sanitation, flood control and other
special district debt service payments. In addition, direct assessments for
sewer service, weed abatement, other fees for service and bonded assessment
charges from cities and public improvement districts are then added to arrive at
the gross tax for the fiscal year. Supplemental tax bills are due with any
improvement to the property or with any change in title.

It is important to note that the subject property may be eligible to appeal the
tax assessment in order to secure lower taxes, due to the fact that the subject
property was purchased in October 1996 for $10,200,000, which is significantly
below the current assessment.


                                     - 10 -
<PAGE>

                                   B.3 ZONING

      The subject property is zoned R3-1, Multiple Family Residential District,
which was created "to provide for a range of multiple-family residential
densities offering a wide choice of living accommodations for families of
diverse composition and life style, intending to afford generous open spaces in
close proximity to each dwelling unit as means of enhancing the quality of life"
(Section 36.11, Zoning Ordinance of Mountain View, CA). The restrictions that
apply to this zoning are listed below, as cited from the Zoning Ordinance.

      Zoning Jurisdiction:              Mountain View

      Existing Zoning:                  R-3-l, Multiple Family Residential
                                        District

      Permitted Uses:
          By Right:                     Multiple-family dwellings and apartment
                                        houses, single-family dwellings and two-
                                        family dwellings or duplexes, townhouse
                                        developments, crop and tree farming.

          By Site Plan Approval:        Boarding or lodging houses, nursing
                                        homes, convalescent hospitals and
                                        similar residential uses, public halls,
                                        lodges and clubs.

      Minimum Lot Size:                 8,000 square feet

      Minimum Average Lot Width:        80 feet or one-third of lot depth

      Minimum Setbacks:
               Front Yard:              15 feet
               Side Yard:               l5 feet
               Rear Yard:               l5 feet

      Maximum Building Height:          35 feet

      Maximum Floor Area Ratio:         1.05

      Maximum Lot Coverage:             35 percent

      On Site Parking:

               Maximum Open Area:       20 percent of total lot area


                                     - 11 -
<PAGE>

      The subject is improved with a 184-unit, garden-style apartment complex.
The number of units results in a density of 28.75 units per acre, which is less
than the maximum allowable density of 33.56 units per acre. The site's use as an
apartment property, the height and positioning of the improvements, and the
number of parking spaces all conform to the current zoning guidelines. The
subject is considered a legally conforming use as confirmed by the Mountain View
Planning Department.


                                     - 12 -
<PAGE>

                              C.1 MARKET CONDITIONS

GENERAL CONDITIONS

      The subject property is located in the city of Santa Clara, in Santa Clara
County, approximately 2 miles northwest of San Jose and 50 miles south of San
Francisco. Santa Clara County and the San Jose PMSA are contiguous and are part
of the San Francisco-Oakland-San Jose CMS which also includes the Oakland, San
Francisco, Santa Cruz-Watsonville, Santa Rosa, and Vallejo-Fairfield-Napa PMSAs.
Due to the high concentration of San Jose PMSA residents in the local workforce
and the expansive and naturally divided geography of the San
Francisco-Oakland-San Jose CMSA, this report focuses on the San Jose PMSA.
Trends in the San Jose PMSA impact the performance and value of the subject
property. As such, we have analyzed these influences fully in the following
section.

      The San Jose PMSA is located south of San Francisco and Oakland at the
southern edge of San Francisco Bay. The PMSA's sole county, Santa Clara, covers
a total land area of approximately 1,300 square miles and extends from Palo
Alto/Menlo Park on the north to Gilroy on the south. Most urban development in
the PMSA lies within the northwestern portion of the county, known as the Santa
Clara Valley or the Silicon Valley. Communities such as Palo Alto, Mountain
View, Cupertino, Sunnyvale, Santa Clara, and San Jose lie within this densely
developed valley. The PMSA is bordered on the west by the Santa Cruz Mountains
and on the east by the Diablo Range. While some of these hilly areas contain
desirable housing, much of the PMSA's mountainous open terrain is unsuitable for
residential development. In addition, a significant portion of the county's land
is devoted to agricultural uses.

      The birth and growth of the computer and semi-conductor industries in
Silicon Valley facilitated the San Jose PMSA's current concentration in the
high-technology electronics, computer, aerospace, telecommunications, software,
and bio-technology industries. These industries experienced rapid growth
throughout the 1960s and 1970s which finally slowed in the mid-1980s. Increased
efficiency due to downsizing and the general economic recovery have led


                                     - 13 -
<PAGE>

to a resurgence in the high-tech industries in the 1990s. While high costs of
conducting business have precipitated the departure of the manufacturing arms of
many high-tech firms from Silicon Valley, the area remains a desired location
for high-tech firms' headquarters and research and development facilities.
Although Santa Clara County still has a significant agricultural base, the
high-tech industries overshadow other contributors to the area's economy.

POPULATION

      Based on the 1990 census, Claritas Inc. estimates the 1996 San Jose PMSA
population to be approximately 1.59 million. Currently, the San Jose
metropolitan area accounts for slightly less than five percent of the state of
California's total population. Population in both the PMSA and state of
California grew at a faster rate than the U.S. during the 1980s. However,
between 1990 and 1996, the population growth rate in the San Jose PMSA fell to a
compound annual average of 1.0 percent, or slightly below the U.S. average of
1.1 percent. The population in the state of California grew at a compound annual
rate of 1.5 percent over the same period. The table below sets forth population
trends for the San Jose PMSA compared with those for the state of California and
the United States.

                                POPULATION TRENDS

<TABLE>
<CAPTION>
                                                                         Compound     Compound
                                                                          Annual       Annual
                                               1996          2001         Growth       Growth
                   1980          1990       (estimated)   (projected)    1990-1996    1996-2001
                   ----          ----       -----------   -----------    ---------    ---------
<S>             <C>           <C>           <C>            <C>              <C>          <C> 
San Jose          1,295,069     1,497,577     1,593,746      l,678,380      1.0%         1.0%
California       23,667,908    29,760,022    32,242,114     34,279,984      1.3%         1.2%
USA             226,545,776   248,709,872   264,992,224    277,957,536      1.1%         1.0%
</TABLE>

Source: Claritas Inc.; Arthur Andersen


                                     - 14 -
<PAGE>

                               [GRAPHIC OMITTED]

AREA MAP

BIRCHCREEK APARTMENTS
MOUNTAIN VIEW, CALIFORNIA
<PAGE>

      The southern and eastern portions of Santa Clara County have been
capturing much of the population growth. The south county cities of Gilroy and
Morgan Hill have been growing especially fast, as have Milpitas, San Jose, and
adjoining neighborhoods to the south and east. In contrast, the cities located
in the highly urbanized northwestern portion of the county have grown more
slowly.

                               POPULATION FORECAST
                                  SAN JOSE PMSA
                                   1995 - 2015

<TABLE>
<CAPTION>
                                                                                                         Annual
                                                                         Percent of      Percent of      Average
Subregional                                                             Total Region    Total Region   Growth Rate
   Area               1995          2000          2010          2015        1995            2000       1995 - 2015
   ----               ----          ----          ----          ----        ----            ----       -----------
<S>                 <C>           <C>         <C>           <C>            <C>              <C>          <C>  
Campbell             41,800        43,400        44,500        44,200       2.6%             2.5%         0.28%
Cupertino            51,300        53,900        54,800        54,800       3.2%             3.1%         0.39%
Gilroy               38,200        45,000        58,000        65,800       2.4%             2.6%         2.76%
Los Altos            30,300        30,100        30,000        30,100       1.9%             1.8%        -0.03%
Los Altos Hills       8,600         8,800         8,800         8,800       0.5%             0.5%         0.12%
Los Gatos            32,900        33,600        33,700        33,500       2.0%             2.0%         0.09%
Milpitas             59,000        64,100        65,700        65,700       3.7%             3.7%         0.54%
Monte Sereno          3,900         3,950         3,900         3,850       0.2%             0.2%        -0.06%
Morgan Hill          33,700        38,300        46,900        51,400       2.1%             2.2%         2.13%
Mountain View        73,200        76,600        78,800        78,600       4.5%             4.5%         0.36%
Palo Alto            78,600        79,000        81,800        82,400       4.9%             4.6%         0.24%
San Jose            888,600       956,800     1,031,600     1,048,900      55.2%            55.7%         0.83%
Santa Clara          97,600       l02,200       114,200       116,900       6.1%             5.9%         0.91%
Saratoga             30,500        31,200        31,100        30,900       1.9%             1.8%         0.07%
Sunnyvale           126,800       135,200       142,900       147,100       7.9%             7.9%         0.75%
Remainder            16,000        17,000        17,600        17,700       1.0%             1.0%         0.51%
                  ---------     ---------     ---------     ---------     -----            -----         -----
Santa Clara
County (San Jose
PMSA)             1,611,200     1,719,150     1,844,300     1,880,650     100.0%           100.0%         0.78%
</TABLE>

- ----------
Note: Figures differ somewhat from the prior table due to different sources.

Source: Association of Bay Area Governments, December 1995.


                                     - 16 -
<PAGE>

      Projections by the Association of Bay Area Governments further support the
trend in population growth away from the Santa Clara County's mature northwest
towns and toward the less developed eastern and southern regions of the county.
Between 1995 and 2015, Gilroy is expected to grow at a compound annual rate of
2.8 percent and Morgan Hill is expected to grow at a compound annual rate of 2.1
percent. Over the same period, Mountain View is expected grow at compound annual
rate of 0.4 percent and the city of Santa Clara is expected to grow at a
compound annual rate of 0.9 percent.

EMPLOYMENT

      Most of the San Jose PMSA urban development is concentrated in
northwestern Santa Clara County in the area known as Silicon Valley. With more
than 4,100 high-tech companies, Silicon Valley is considered the nation's center
of high technology. As a result, the economy of the San Jose PMSA relies on both
the worldwide demand for its products and the United States defense budget --
two main reasons for the area's loss of over 22,000 jobs between 1990 and 1992.
Since that time, however, the high-tech industry has restructured itself and
shifted from manufacturing to providing high-tech services, such as data
processing services and research and software development. In particular, the
explosion of internet start-up firms such as Mountain View's Netscape fueled job
growth and attracted a highly-educated labor pool to the area. Consequently, the
county of Santa Clara recovered and the San Jose PMSA became California's
employment leader for 1995 with Silicon Valley accounting for over one third of
California's exports.

      According to the U.S. Department of Labor, the annual average at-place
employment for the San Jose PMSA increased from 845,000 in August 1995 to
877,500 in August 1996, or a net gain of over 32,000 jobs over the one-year
period. The San Jose PMSA has consistently enjoyed lower unemployment rates than
the national rate and the state of California as a result of its indispensable
role as a high-technology research and development center. The following table
displays Santa Clara County's unemployment rate for the past 6.5 years.


                                     - 17 -
<PAGE>

                               UNEMPLOYMENT TRENDS
                                   1990 - 1996

                                San Jose
                   Year         PMSA        California      U.S.
                   ----         ----        ----------      ----
                   1990         4.0%           5.8%         5.6%
                   1991         5.6%           7.7%         6.8%
                   1992         6.7%           9.3%         7.5%
                   1993         6.8%           9.4%         6.9%
                   1994         6.2%           8.6%         6.1%
                   1995         5.0%           7.8%         5.6%
                   July 1996    3.8%           7.6%         5.4%

                   ----------
                   Source: U.S. Department of Labor Bureau of Labor Statistics;
                   August 1996.

      The State of California Employment Development Department predicts a
growth rate for nonagricultural wage and salary jobs of 10.5 percent during the
1992 - 1999 period with high technology leading the economy. Services, primarily
business services, will become the largest industry division with data
processing services expected to continue recording fast growth. Employment in
manufacturing accounted for the largest industry sector until 1992 and is
projected to continue to decline in importance as a result of the defense
cutbacks. Retail trade is the county's third largest industry sector and is
expected to grow in tandem with the county's population growth.

      The total non-agriculture wage and salary job count between 1994 and 1995
showed a net gain of over 28,000 jobs. The service and construction sectors had
the largest gains with annual growths of 7.8 percent and 4.6 percent,
respectively. The growth in the service sector contributed nearly 19,000 jobs.
The two industry sectors which lost jobs over the period were the finance,
insurance and real estate sector and the government sector, which together lost
2,800 jobs


                                     - 18 -
<PAGE>

      During the most recent recession ending in 1992, the local economy lost
22,400 jobs from its 1990 total of 814,500 jobs, an average annual loss of 1.4
percent. Since bottoming out in 1992, the local economy has added nearly 35,900
jobs as of year-end 1995, a compound annual growth rate of 1.5 percent. The
following table sets forth employment by industry within the San Jose PMSA over
the past five years. However, contract and self-employed workers are not
included in these figures and are projected to be significant.

                           WAGE AND SALARY EMPLOYMENT
                          BY INDUSTRY AND PLACE OF WORK
                                  SAN JOSE PMSA
                                    1990-1995
                                   (Thousands)

Industry            1990       1991       1992       1993       1994       1995
- -------------     -------    -------    -------    -------    -------    -------
Manufacturing       258.2      251.5      236.8      231.7      226.0      229.6
Construction         29.5       28.1       27.3       26.1       26.4       27.6
Services            214.4      217.7      226.6      237.9      245.1      263.7
Trade               169.0      165.0      158.6      157.7      160.3      167.6
TCPU(1)              22.2       22.6       22.4       23.6       23.8       23.9
FIRE(2)              31.6       31.5       31.5       31.5       30.0       28.7
Government           89.4       89.1       88.8       87.9       88.3       86.8
Mining                 .3         .3         .2         .2         .1         .1
                    -----      -----      -----      -----      --- -      -----
Total               814.5      805.8      792.1      796.6      799.9      828.0

- ----------
(1)   Transportation, Communication and Public Utilities.
(2)   Finance, Insurance and Real Estate.
      Source: California Association for Local Economic Development; August
      1996.

      The county of Santa Clara is expected to maintain its position as the
high-technology corporate headquarters for the nation. Hewlett-Packard's
Component Group, IBM's Storage Systems Division, Fujitsu America, Sony, Hitachi,
and Samsung Semiconductor, Inc. all operate in San Jose. The following table
outlines the largest employers in the county.


                                     - 19 -
<PAGE>

                              TOP EMPLOYERS - 1995
                               SANTA CLARA COUNTY

          Name                              Location              Employment
          ----                              --------              ----------
   Hewlett Packard Company                  Palo Alto               l6,000
   County of Santa Clara                    San Jose                13,512
   Lockheed Martin Missiles & Space         Sunnyvale               10,124
   Stanford University                      Stanford                 7,900
   IBM Corporation                          San Jose                 7,500
   Kaiser Permanente Medical Center         Santa Clara              5,900
   Stanford University Hospital             Palo Alto                5,500
   City of San Jose                         San Jose                 5,212
   Applied Materials                        Santa Clara              5,l00
   National Semiconductor Corp.             Santa Clara              5,000
   Sun Microsystems                         Mountain View            4,830
   Intel Corporation                        Santa Clara              4,700
   Apple Computer, Inc.                     Cupertino                4,637
   S.C. Valley Health & Hospital Sys.       San Jose                 4,300
   Silicon Graphics                         Mountain View            3,744
                                        
   ----------
   Source: San Jose Metropolitan Chamber of Commerce 1996.


                                     - 20 -
<PAGE>

INCOME

      The San Jose metropolitan area is well above national averages in terms of
median household income and in a 1995 study was ranked the sixth most affluent
market in the United States. The 1996 median household income for the San Jose
PMSA was estimated at $58,246, or approximately 59 percent higher than the
national median. It is also nearly 43 percent higher than the state of
California median household income of $40,802. The PMSA income figure has
increased at an annual average of 2.8 percent since 1989 and is projected to
increase an additional 2.7 percent annually through the year 2001. The following
table sets forth trends in median household income in the San Jose area.

                             MEDIAN HOUSEHOLD INCOME
                           SAN JOSE METROPOLITAN AREA
                             1979 - 2001 (Projected)

<TABLE>
<CAPTION>
                                                              Compound       Compound
                                     Estimated   Projected  Annual Growth  Annual Growth
                    1979      1989      1996        2001      1989-1996      1996-2001
                    ----      ----      ----        ----      ---------      ---------
<S>               <C>       <C>       <C>         <C>           <C>            <C> 
San Jose PMSA     $23,387   $48,155   $58,246     $66,490       2.8%           2.7%
California        $18,252   $35,833   $40,802     $44,209       1.9%           1.6%
United States     $16,846   $30,097   $36,625     $42,259       2.8%           2.9%
</TABLE>

- ----------
Source: Claritas, Inc


                                     - 21 -
<PAGE>

TRANSPORTATION

Highways Arteries

      The Bay Area's sprawling growth has made traffic a major concern for area
residents. In a 1992 Association of Bay Area Governments survey concerning
infrastructure problems, 48 percent of survey respondents indicated that the
problems associated with roads were either at the critical or severe stage.

      Local governments are making numerous road improvements to combat the
traffic problems. In the San Jose PMSA, projects in progress include a recently
opened freeway in the West Valley Corridor, the widening of U.S. 101 through
central San Jose, and the extension of two new freeways, Highway 85 and Highway
87. The completion of Highways 85 and 87 resulted in a 30 percent drop in
commute times.

      San Jose's location positions the city as a transportation hub for both
Santa Clara County and the Bay Area as a whole. The Bay Area's four major
freeways, Highways 280, 680, and 880 and State Highway 101, all converge in San
Jose. State Highway 101 heads south from San Jose to Los Angeles and north to
San Francisco, Highway 880 North leaves San Jose for Oakland, and Highway 680
connects San Jose to Sacramento. San Jose's 70-mile expressway system includes
31 miles of commuter lanes.

Public Transportation Rail Systems

      Bay Area Rapid Transit (BART) is a light rail system which connects San
Francisco with surrounding counties, including those in the Oakland and San Jose
PMSAs. A study is underway to determine the feasibility of extending BART to
downtown San Jose. The CalTrain commuter rail serves over 20 Silicon Valley
stations between San Jose and San Francisco. The new Santa Clara Light Rail Line
provides service to San Jose from southern Santa Clara County. Extensions


                                     - 22 -
<PAGE>

of the 20-mile Santa Clara Light Rail Line to northeast San Jose, Sunnyvale,
Mountain View, and the east valley are being considered.

Air Service

      The San Jose International Airport annually transports over 8 million
passengers via thirteen passenger airlines and over 150 million pounds of cargo.
The additions of Southwest Airlines and United's entrant into the low fare
market, United Express, have offset American Airlines decision to downsize its
San Jose hub operations. Overall passenger traffic at San Jose International
Airport increased almost 6 percent from 1994 to 1995 to a total of 8.9 million
passengers. By the end of August 1996, the airport already handled over 6.5
million passengers for the year.

CONCLUSION

      The recent strengthening of the computer and high-tech industries has
fueled the recovery of the inextricably linked Silicon Valley and Santa Clara
County economies. The continued growth and success of computer and high-tech
related start-up firms is expected to continue to inject vigor into the local
economy. In addition, these industries continue to supply high-paying jobs that
boost the area's already lofty median household income. As a result, the
affordability of single-family and multifamily housing is expected to remain low
as limited new development and strong demand conspire to spark home price and
rental rate increases that much of the area's highly-paid work force can afford.
Affordable housing is likely to be found farther away from the employment
centers of northwest Santa Clara County and San Jose. The less developed eastern
and southern regions of Santa Clara County are expected to see the bulk of new
residential development and consequently are likely to harbor the majority of
the region's population growth in the coming decades.


                                     - 23 -
<PAGE>

                            C.2 NEIGHBORHOOD ANALYSIS

Location

      The subject property is located in Mountain View, which is located in
northwest Santa Clara County. Mountain View is considered a desirable
residential area within the county because it has good access to the area's
employment centers and retail corridors. The area has one of the Bay Area's
warmest and driest climates that supports a green landscape and permits
year-round outdoor recreation. Mountain View is a mature, built-out community
comprised largely of desirable, well-kept single-family and multifamily
residential neighborhoods. Moreover, the city benefits from excellent access to
U.S. 101, 1-280 and the Stevens Creek Freeway, which provide access to the
employment and recreation options outside of the San Jose PMSA in the San
Francisco and Oakland PMSAs.

      The subject is located on the east side of South Rengstorff Avenue, just
west of its intersection with El Camino Real. South Rengstorff Avenue is a major
four-lane north-south thoroughfare that heads north from El Camino Real to an
on/off ramp on U.S. 101. The subject is framed by residential development. Two
of the subject buildings are situated parallel to South Rengstorff Avenue,
providing the property with good frontage, visibility, and access from the
roadway.

Boundaries of Neighborhood

      The subject's neighborhood is defined as the western portion of Mountain
View, bound to the east by Escuela Avenue, to the west by San Antonio Road, to
the north by the Central Expressway, and to the south by El Camino Real, the
city's border with Los Altos. The neighborhood encompasses an area of just less
than one square mile and contains significant concentrations of residential and
commercial development. Rengstorff Park is also located within the subject's
neighborhood.


                                     - 24 -
<PAGE>

                               [GRAPHIC OMITTED]

NEIGHBORHOOD MAP

BIRCH CREEK APARTMENTS
MOUNTAIN VIEW, CALIFORNIA
<PAGE>

Land Use Patterns

      Development along South Rengstorff Avenue is primarily residential in
nature, with small pockets of commercial activity at major intersections. The
subject property is located in a residential area, characterized by
medium-sized, one-story single-family residences and multifamily developments,
most of which were constructed in the 1960s and 1970s.

      Most commercial development in the township is located along El Camino
Real. The subject property is located approximately one half mile from the San
Antonio Shopping Center and approximately two miles from Shoreline Regional Park
and golf course.

      The most proximate multifamily property to the subject, Mountain View
Gardens Apartments, is located due west of the subject on South Rengstorff
Avenue. This property's condition is inferior to that of the subject. Several
other projects are located along Rengstorff Avenue and along Middlefleld Road
and Shoreline Boulevard. Three of the subject's rent comparables are located
near the intersection of Middlefield Road and Shoreline Boulevard in central
Mountain View.

      The U.S. Naval Air Station and NASA's Ames Research Center, both located
at Moffett Field, are located approximately two miles northeast of the subject
adjacent to U.S. 101. Along with Shoreline Regional Park, the Moffett Field
complex encompasses the entire northern border of Mountain View. The city is
bordered on its other three sides by mature suburban communities: Palo Alto to
the west, Los Altos to the south, and Sunnyvale to the east.

NEIGHBORHOOD STAGE

      The subject neighborhood is in the stability stage, as is evidenced by the
significant number of older residential and commercial properties and the
largely built-out nature of the majority of the community. New development in
the area generally takes the form of infill projects.


                                     - 25 -
<PAGE>

NEW DEVELOPMENT

      No major multifamily development is currently under construction or
approved for construction in the area. Americana Apartments is awaiting City
approval in the fall 1996 to construct 58 new units in Mountain View. In
addition, several small infill residential projects are in the development
pipeline. However, these projects are not expected to significantly increase the
number of units in the market.

CONCLUSION

      The subject's neighborhood is characterized as predominantly residential
in nature, with small areas of commercial development at main intersections and
most of the city's commercial development located along El Camino Real. The
subject property is located within close proximity to neighborhood shopping
centers and within a half mile of a large shopping center. Given the extensive
highway network which serves the City of Mountain View, the property is also
very accessible to employment centers throughout the San Jose PMSA. Most of the
residents work in Silicon Valley firms in the San Jose PMSA. The City of
Mountain View is considered an attractive residential location but has become
increasingly less affordable over the past few years.

      Because there are limited sites available for new multifamily development,
it is anticipated that very little new development of this type will occur in
the area over the near-term. This will affect the subject in a positive manner
by limiting the competition it faces for tenants. With the subject property's
location within close proximity to major transportation arteries and commercial
areas but surrounded by established residential development, it is concluded
that the subject should remain a strong competitor within its market.


                                     - 26 -
<PAGE>

                          C.3 APARTMENT MARKET OVERVIEW

      From a construction standpoint, the apartment market in the San Jose PMSA
has slowed significantly since experiencing strong activity in the late 1980s.
At the same time, strong demand has resulted in one of the nation's tightest
rental markets as strong employment growth has attracted a steady stream of new
households to the area. Development within several communities in the county
remains restricted in order to safeguard open space, limit traffic, or protect
property values. Consequently, as of June 1996, apartment vacancy in Santa Clara
County dropped to 1.9 percent, the lowest in the entire San Francisco Bay Area.
Local restricted development policies are, however, expected to loosen as
housing becomes a more critical factor with the expected growth in labor demand.

MARKET SIZE

      From 1991 to 1995, multifamily building permits issued in the San Jose MSA
accounted for a decreasing proportion of the total number of permits issued
annually. Two years of positive multifamily permitting activity during 1993 and
1994 interrupted a declining trend in the number of multifamily permits issued
in the PMSA. Although the positive fundamentals of the San Jose PMSA's
multifamily housing market have sparked strong interest in new development, the
local regulatory and lending environments and the paucity of developable
residential land continue to slow the permitting of large-scale apartment
developments. The following table outlines historical permit issuance in the San
Jose PMSA.


                                     - 27 -
<PAGE>

                           HISTORICAL PERMIT ISSUANCE
                       SAN JOSE PMSA (SANTA CLARA COUNTY)
                                   1989 - 1995

<TABLE>
<CAPTION>
                                    1989    1990    1991    1992    1993    1994    1995
                                    ----    ----    ----    ----    ----    ----    ----
<S>                                 <C>     <C>     <C>     <C>     <C>     <C>     <C>  
Single-Family Permits               2,567   1,762   1,638   1,760   1,848   2,127   2,213
Multifamily Permits (1)             1,963   3,109   2,134   1,297    1331    1817   1,232
                                    -----   -----   -----   -----   -----   -----   -----
Total Permits                       4,530   4,871   3,772   3,057   3,179   3,944   3,445
Multifamily as Percent of Total      43.3%   63.8%   56.6%   42.4%   41.9%   46.1%   35.8%
Multifamily Change From Prior Year     --    58.4%  -31.4%  -39.2%    2.6%   36.5%   32.2%
</TABLE>

- ----------
(1)   includes apartments, condominiums and plexes

Source: Regional Financial Associates: Arthur Andersen LLP, September 1996.

      Residents of the San Jose PMSA exhibit a strong preference for rental-type
units, with approximately 40 percent of total households residing in rental
units. This rental ratio is above the national average of 36 percent. The San
Jose PMSA's relatively high rental ratio is attributable to the low
affordability of single family housing as only 43 percent of San Jose PMSA
households can afford the median existing home price of $268,160. Area
residents' propensity to rent is also driven by the relative youth of the local
population and volatility of the high-tech Silicon Valley job market.

VACANCY

      From an occupancy perspective, the San Jose PMSA apartment market is
extremely tight. For the first half of 1996, Santa Clara County had the lowest
vacancy rate in the entire nine-county San Francisco Bay Area. This situation is
a direct result of the recovery of the job market and the constrained
construction of new units in the area. The following table outlines historical
vacancy rates for the San Jose PMSA.


                                     - 28 -
<PAGE>

                            HISTORICAL VACANCY RATES
                                  SAN JOSE PMSA
                                   1993 - 1996

                            Period    Average Vacancy
                            ------    ---------------
                           Dec 1993        4.94%
                           June 1994       4.14%
                           Dec 1994        4.38%
                           June 1995       3.28%
                           Dec 1995        2.15%
                           June 1996       1.90%

                           ----------
                           Source: RealData, Inc.; Arthur Andersen LLP, 
                                   September 1996.

NEW SUPPLY

      In response to the strong need for more rental housing, over 2,500 units
of rental housing construction are currently in the pipeline in Santa Clara
County. This figure represents more than 50 percent of the overall total for the
San Francisco Bay area. Approximately 1,000 of these units will consist of low
income housing in the city of San Jose and will not significantly impact market
vacancy rates. In Cupertino, over 300 units are scheduled to be open by the end
of 1996; over 250 units are planned in the city of Santa Clara; and, in
Sunnyvale, a 709-unit apartment community is planned. Within the city of San
Jose, in addition to the low income housing, a 300-unit complex is expected to
open during 1996. As a result of these modest levels of new construction coupled
with the projected population and employment growth, the vacancy rates are
expected to remain extremely low in the area over the next several years.


                                     - 29 -
<PAGE>

RENTAL RATES

      Over the past two years, coinciding with the economic return of Silicon
Valley, rental rates in the San Jose PMSA have risen sharply to reach an average
of $1.32 per square foot as of June 1996. This reflects an increase of over 10
percent in the first six months of 1996, leading the nine-county Bay Area and
placing Santa Clara County in the highest ranking position in terms of average
gross rental rate. In particular, the northwestern portion of the county is
dominating the market with the highest rental rates in the county with the city
of Mountain View averaging $1.40 per square foot and the city of Santa Clara
averaging $1.38 per square foot. For the near term, rental rates are expected to
steadily increase until new construction impacts the available supply of units.
The table below outlines rental rates for Santa Clara County as of June 1996.

                            RENTAL RATES BY UNIT TYPE
                               SANTA CLARA COUNTY
                                    JUNE 1996

                                                             Avg. Monthly Rental
Apartment Type               Avg. Monthly Rental Rates     Rates Per Square Foot
- --------------               -------------------------     ---------------------

Studio                                          $  747                     $1.65
1 Bedroom/1 Bath                                $  977                     $1.41
2 Bedroom/1 Bath                                $1,065                     $1.19
2 Bedroom/1 Bath/+                              $1,254                     $1.27
3 Bedroom/1 Bath                                $  921                     $0.90
3 Bedroom/1 Bath/+                              $1,425                     $1.19
4 Bedroom                                       $1,400                     $0.97
                                                           
- ----------
Source: RealData, Inc., September 1996.


                                     - 30 -
<PAGE>

SURVEY OF SUBJECT NEIGHBORHOOD

      In September 1996, Arthur Andersen surveyed five apartment complexes
(including the subject) in the immediate neighborhood which had a total of 881
units and occupancy levels ranging from 98.4 to 100.0 percent, with an average
of 99.7 percent. The following apartment complexes are analyzed in more detail
as part of the comparable rental analysis in the Income Approach section of this
report.

                          SURVEY OF APARTMENT COMPLEXES

                              CITY OF MOUNTAIN VIEW

                           Number            Rental           Rental

Complex                  Of Units             Rates         Rates/SF   Occupancy
- -------                  --------             -----         --------   ---------

Birch Creek (Subject)       184       $950 - $1,425    $1.34 - $1.73       98.4%


Shoreline Village           126       $845 - $1,125    $1.11 - $1.46      100.0%

Village Lake                208       $950 - $1,495    $1.41 - $1.73      100.0%

The Shadows                 180     $1,060 - $1,960    $1.46 - $1.95      100.0%

Northpark                   183       $820 - $1,400    $1.63 - $1.96          NA
                            ---       

Total/Average               881                                            99.7%
                                  
- ----------
Source: Arthur Andersen Field Research, September 1996.

      Monthly rental rates in the subject's market area, according to the Arthur
Andersen survey, are $820 for studio units ($1.96 per square foot); $950 to
$1,005 for junior one-bedroom units ($1.73 -$1.91 per square foot); $845 to
$1,320 for one-bedroom units ($1.30 to $1.96 per square foot); $1,000 to $1,500
for two-bedroom, one-bath units ($1.11 to $1.61 per square foot); $1,475 to
$1,660 for two-bedroom, two bath units ($1.41 to $1.62 per square foot); and
$1,930 to $1,960 for three- bedroom, two-bath units ($1.46 to $1.48 per square
foot). At the subject, asking rents range from $950 to $1,425 ($1.34 to $1.73
per square foot) and are within the range of the competitive properties. No
rental concessions are currently being offered at the surveyed properties.


                                      -31 -
<PAGE>

      Based on the observed performance of the competitive properties, examined
within the framework of overall market indicators, it appears that the supply
and demand fundamentals in the multifamily market appear strong in the City of
Mountain View. Moreover, modest population growth coupled with limited new
construction should keep the apartment market strong over the near-term. Market
sources agree that vacancies are expected to remain low, with well-located
complexes such as the subject showing the highest occupancies. Consequently, the
outlook for the subject property appears very favorable.

      Santa Clara County is projected to add 29,371 households over the 1996 -
2001 period. Assuming the current rental preference of 40 percent, this
household growth would translate into more than 2,300 new renters annually over
the next five years. In contrast, Santa Clara County has issued an average of
1,840 new multifamily permits annually over the past seven years. Furthermore,
only 2,500 new units are currently in the development pipeline in the area, only
1500 units of which are market rate units.


                                     - 32 -
<PAGE>

                        C.4 HIGHEST AND BEST USE ANALYSIS

      The validity of an appraisal is dependent upon the consideration and
conclusion of highest and best use.(3) Often expressed as "the most profitable
legal use," the concept requires an analysis of many factors. Vacant land value
is directly related to its highest and best use. On the other hand, an improved
property may have the same or a different highest and best use than the land
supporting the improvements when considered as vacant land. Therefore, for
improved property, both highest and best use decisions must be separately
considered, both as vacant land and as improved property. In addition to a
conclusion for both the vacant land and improved property, sale and lease
comparisons are usually made with properties having similar highest and best
uses as the subject.

      The parameters for consideration relate to legality of use, physical
possibilities, financial feasibility, and maximum economic production. Single
uses, interim uses, legal non-conforming uses, speculative uses or excess land
determinations require further analysis.

HIGHEST AND BEST USE OF THE LAND AS IF VACANT

      Legally permissible uses are those limited by zoning, easements and
rights-of-way, deed restrictions, building codes, and environmental controls.
These restrictions, discussed in Section B.2, limit the permissible uses of the
subject property to single-family and multifamily uses.

      Physically possible uses are limited by size, design, topography, flood
possibilities and physical capacities. The subject site contains 6.4 useable
acres consisting of a nearly trapezoidally-shaped parcel. The subject property
is located between the limits of the 100-year floodplain and the 500-year
floodplain. Drainage and topography are acceptable for the legally permissible
uses. Although we are unqualified to render an opinion of the physical
load-bearing capacity of the land or its freedom

- ----------
(3)   Highest and Best Use: "The reasonably probable and legal use of vacant
      land or an improved property, which is physically possible, appropriately
      supported, financially feasible, and that results in the highest value.
      (American Institute of Real Estate Appraisers, The Dictionary of Real
      Estate Appraisal, Second Edition, Copyright 1989, Page 149.


                                     - 33 -
<PAGE>

from hazardous materials, no nuisances were obvious at the time of inspection.
It appears that all of the legally permissible uses are physically possible.

      Financially feasible uses must be supported by sufficient demand in the
neighborhood to create a sufficient return to invest over the long term. In
analyzing each potential highest and best use alternative, the income potential
from those legally permissible and physically possible uses were considered. The
income from the highest and best use should be sufficient to satisfy investor
requirements and operating expenses, thereby providing a return on the land.

      Predominant land uses in the neighborhood provide indications of
profitable land uses for the location of the subject property. Development in
the immediate vicinity is dominated by multifamily residential uses of similar
age and condition. The close proximity to major thoroughfares such as Central
Expressway, El Camino Real and U.S. 101, shopping centers, and employment
centers adds to the desirability of the location for residential use. Thus, the
subject's location is suitable for multifamily development.

      Physically, this multifamily development could be in the form of either
residential rental apartments or ownership condominiums. As most of the
single-family residential construction in the past two years has targeted
first-time home buyers, the availability of more affordable single-family
housing has weakened the demand for condominiums. In addition, many area
employees in the computer and high-tech industries prefer to rent instead of own
to give themselves more flexibility in the dynamic, unpredictable Silicon Valley
job market. Considering these issues, the highest and best use of the subject
property would appear to be the development of a rental apartment complex
similar to the subject.

      Our judgment of the maximally productive use of the site, therefore,
centers on the potential for future income production in the Mountain View
apartment market as compared to the single-family market. Historically, the
apartment properties in this area have maintained high occupancy levels and high
rental rate levels due to strong demand for affordable housing alternatives to
the single-family market. Demand is fueled by the subject's proximity to Silicon
Valley and other Bay Area employment


                                     - 34 -
<PAGE>

centers. In addition, many employees at fast-paced Silicon Valley firms have
short-term tenure expectations and thus desire temporary housing. On the supply
side, there are currently no approved additions to the multifamily supply in
Mountain View.

      Development has been and continues to be limited by the lack of available
land and the slow approvals process. Santa Clara County is the most active
county in the Bay Area for multifamily construction. With 776 units under
construction and 2,395 units planned, Santa Clara County's construction activity
dwarfs that of the other Bay Area counties. However, much of this construction
involves low income or Affordable Housing Program development in urban San Jose
and other areas. This construction trend indicates that current rental rate
levels and vacancy rates justify new construction. However, the lack of
available, properly zoned land in Mountain View continues to limit construction
in the city, warranting a bullish outlook for the local apartment market.

      Therefore, it is our opinion that the highest and best use of the subject
site, as though vacant is for multifamily residential development at the maximum
allowable density.

HIGHEST AND BEST USE OF THE PROPERTY AS CURRENTLY IMPROVED

      The subject property is currently improved with a good quality 184-unit
garden apartment complex. In light of the existing improvements, a contrast with
other uses is made for the optimal use which is also physically suitable for the
site, legally permissible, economically feasible and the most profitable usage
of the site.

      As earlier indicated, the highest and best use of a property as improved
may differ from the highest and best use of the land as if vacant. The "as
improved" analysis assists in the identity of the use that is estimated to
provide the greatest overall property return on invested capital, as well as in
the identification of comparable properties. Typical choices for improved
property include the following usage alternatives:


                                     - 35 -
<PAGE>

                        1.    Demolition of the improvements;

                        2.    Remodeling or renovation; and

                        3.    Continued usage, as is.

DEMOLITION OF THE IMPROVEMENTS:

      The implication in a highest and best use analysis is that the existing
improvements should be retained and/or renovated as long as those improvements
continue to contribute to the total value of the property, or until the return
from a new improvement would more than offset the cost of demolishing the
existing improvements and constructing alternative facilities. An analysis of
the subject property reveals that the existing improvements do continue to
contribute to the overall value of the subject, with no alternative use
available to the site which would provide a greater return. As a result,
demolition of the improvements is considered neither warranted, nor optimal from
a highest and best use standpoint.

REMODELING OR RENOVATION

      This alternative would present the highest and best use of the site if the
resulting increase in value would more than offset the cost of remodeling or
renovating the existing improvements. In this case, no renovation or remodeling
would be required to maximize the profitability of the subject property
primarily due to the age of the building. The improvements are well constructed,
functional, and supported by an adequate level of market demand. Renovation of
the current use would not generate sufficient additional income to provide a
return on the cost of any renovations.


                                     - 36 -
<PAGE>

CONCLUSION AND RECONCILIATION OF HIGHEST AND BEST USE

      In conclusion, the highest and best use of the subject property, as
currently improved, is continued use as an apartment complex with ongoing
upgrades of units when vacated to replace outdated carpets, appliances, and
other interior unit features.


                                     - 37 -
<PAGE>

                            D.1 THE APPRAISAL PROCESS

      The purpose of this appraisal is to estimate the "as is" market value the
subject property in accordance with accepted value estimating procedure. "The
valuation process is a systematic procedure employed to provide the answer to a
client's question about real property value. It is a model of appraisal
activity, reflecting an understanding of value and the methods used in the value
estimation. "(4)

      There are three traditional approaches involved in the valuation of real
property. These are known as the cost approach, the sales comparison approach,
and the income approach. Each of the three approaches is related to the other,
as they involve the gathering and analysis of sales, cost, and income data that
pertain to the property being appraised.

      In the cost approach, the appraiser estimates a value by estimating the
replacement cost of a structure with similar utility, deducting all forms of
accrued depreciation, and adding to that the estimated value of the land. The
cost approach is most reliable in estimating value of newly constructed or
special purpose properties. This approach loses validity when the estimation of
large amounts of physical depreciation and/or external obsolescence is required.
In addition, this approach is least used by investors when evaluating apartment
property acquisitions so we did not include it in our valuation.

      In the sales comparison approach, value for the subject property is
estimated by comparing it to other similar properties which have sold recently,
applying the appropriate units of comparison and making adjustments to the
comparables to arrive at an indicated value for the subject. In the case of the
subject, market price per unit is the most commonly used unit of comparison.

- ----------
(4)   American Institute of Real Estate Appraisers, The Appraisal of Real Estate
      Appraisal, Chicago, Illinois, 1989, p.73.


                                     - 38 -
<PAGE>

      The income approach is the approach through which a value indication for
income producing properties is estimated by converting the anticipated income
stream into property value. This can be accomplished through two methods: the
direct capitalization technique and the discounted cash flow analysis. Direct
capitalization utilizes the anticipated annual income and capitalizes it at a
market derived capitalization rate that reflects a specific pattern, return on
investments and change in value over the expected holding period. The discounted
cash flow method anticipates the income stream for a specified holding period as
well as a reversion value, and discounts that income to a current value based on
a specified yield rate. Direct capitalization is the most commonly applied
technique in pricing apartment properties, especially when the property is
stabilized. Direct capitalization is typically supported by the discounted cash
flow method. Both approaches are utilized.

      In all of the approaches, the most important data source is the
marketplace. This applies not only to comparable sales, but also to the
determination of rent levels, occupancy rates, expenses and capitalization
rates. The separate value indications derived for the sales and income approach
technique are reconciled at the end of our appraisal into a final value
estimate.


                                     - 39 -
<PAGE>

                          E.1 SALES COMPARISON APPROACH

      The sales comparison approach estimates market value based on comparative
analysis of recent sales of improved properties that are similar in function,
size, income production and use to the appraised property. This approach to
value assumes that the market will set a price for the subject in the same
manner that it sets the price for comparable, competitive properties. To apply
the sales comparison approach, the appraisers employ a number of appraisal
principles, including the principle of substitution which holds that the value
of a property that is replaceable in the marketplace tends to be set by the cost
of acquiring an equally desirable substitute property. Additional considerations
include examination of market conditions prevailing at the time of sale as
compared to those at the date of valuation. A comparison of the subject property
to the selected comparable sales was complicated by the fact that the subject
property is encumbered by a long term ground lease and all of the comparables
were fee simple transactions. In an effort to address this major difference
correctly and the effect the additional cost of ground rent has on the value of
the subject property, the appraisers have elected to employ the net operating
income comparison method in our Sales Comparison approach. The following pages
contain a description of the five selected sales utilized in this analysis. This
is followed by an explanation of the application of this method to the subject
property, and finally by the appraisers value conclusion under the Sales
Comparison Approach.


                                     - 40 -
<PAGE>

                               [GRAPHIC OMITTED]

IMPROVED SALE COMPARABLES MAP

BIRCH CREEK APARTMENTS
MOUNTAIN VIEW, CALIFORNIA
<PAGE>

                           COMPARABLE APARTMENT SALE 1

Location:                               2326-2330 California Street
                                        Mountain View, California

    Grantor:                            Master Mortgage Company

    Grantee:                            The Spieker Companies

    Date of Sale:                       April 1996

    Sale Price:                         $4,050,001

    Financing:                          Cash to seller

    Year Built:                         1963

    Number of Units:                    80

    Price Per Unit:                     $50,625

    Overall Cap Rate:                   8.98%

    EGIM:                               5.63

    Income Information:                 NOI:                           $ 363,772

    NOI Per Unit:                       $ 4,547

    Land:                               2.02 acres

    Net Rentable Area:                  79,433 square feet

    Occupancy at Sale:                  95 percent

Property Description:                   This property has two, two-story
                                        buildings in average condition.
                                        Amenities include a pool, laundry,
                                        balconies and storage lockers.

                                        The property has 23 one-bed units, 8
                                        two-bed one-bath units, and 49 two-bed
                                        two-bath floorplans, with sizes ranging
                                        between 702 sq ft and 1,143 sq ft.
                                        Rental rates range from $675 to $775 per
                                        month, depending on the floorplan. The
                                        tenant is responsible for gas heat and
                                        electricity expenses.


                                     - 41 -
<PAGE>

Comments:                               The property benefits from good access
                                        to El Camino Real, a major regional
                                        commercial thoroughfare, and San Antonio
                                        Road, which leads directly to Highway
                                        101. The property has good visibility
                                        from California Street, a secondary
                                        road. However, the site is proximate to
                                        unsightly development.


                                     - 42 -
<PAGE>

                           COMPARABLE APARTMENT SALE 2

Location:                               1035-1061 Meridian Avenue
                                        San Jose, California

Grantor:                                Federal National Mortgage Assoc.

Grantee:                                Gilbert M. & Carol Meyer

Date of Sale:                           March 1996

Sale Price:                             $ 4,000,000

Financing                               N/A

Year Built                              1964

Number of Units:                        82

Price Per Unit:                         $ 48,780

Overall Cap Rate:                       10.80%

EGIM:                                   5.39

Information:                            Effective Gross Income:       $ 719,197
                                        Less Operating Expenses:      $ 287,000
                                                                      ---------
                                        NOI:                          $ 432,197

NOI Per Unit                            $ 5,271

Land:                                   3.61 acres

Net Rentable Area:                      N/A

Occupancy at Sale:                      97 percent

Property Description:                   The complex consists of 7, two-story
                                        buildings of wood frame construction,
                                        with exterior walls of stucco panels.
                                        The complex is on Meridian Avenue, with
                                        easy access to SW Expressway. The
                                        property is in average condition.
                                        Project amenities include a pool,
                                        laundry facilities, balconies and
                                        patios.


                                     - 43 -
<PAGE>

                                        The property contains 30 one-bedroom
                                        one-bath units and 52 two-bedroom
                                        one-and-a-half bath units. The tenant is
                                        responsible for gas heat and electricity
                                        expenses.

Comments:                               The property is in an older, less
                                        attractive residential development. The
                                        improvements are currently undergoing a
                                        major renovation.


                                     - 44 -
<PAGE>

                           COMPARABLE APARTMENT SALE 3

Location                                Kingdale Oaks
                                        1919 Fruitdale Avenue
                                        San Jose, California

Grantor:                                Marie Helen Pejcha

Grantee:                                M/M Richard Tod & Catherine Spieker

Date of Sale:                           August 1995

Sale Price:                             $16,760,000

Financing:                              Cash equivalent

Year Built:                             1970

Number of Units:                        331

Price Per Unit:                         $ 50,634

Overall Cap Rate:                       9.34%

EGIM:                                   6.01

Income Information:                     NOI:                         $ 1,565,000

NOI Per Unit:                           $ 4,728

Land:                                   11.76 acres

Net Rentable Area:                      N/A

Occupancy at Sale:                      95.6 percent

Property Description:                   This garden apartment complex is located
                                        on Fruitdale Avenue near the juncture of
                                        1-280 and 1-880 The complex consists of
                                        four two-story buildings, two one-story
                                        buildings, and nine three-story
                                        buildings of wood frame construction,
                                        with exterior walls of stucco. Project
                                        amenities include two heated pools,
                                        pool-side grills, a spa, laundry
                                        facilities, a recreation room,
                                        balconies, patios and elevators. The
                                        property offers


                                     - 45 -
<PAGE>

                                        studios, one-bed/one-bath units,
                                        two-bed/one-bath units, two-bed/two-bath
                                        units, three-bed/two-bath units.


                                     - 46 -
<PAGE>

                          COMPARABLE APARTMENT SALE 4

Location:                               Spring Creek Apartments 
                                        Formerly known as La Casa Granada
                                        Apartments
                                        100 Buckingham Drive
                                        Santa Clara, California

Grantor:                                State Street Bank & Trust Company

Grantee:                                Avery Investments Partnership

Date of Sale:                           April 1995

Sale Price:                             $8,875,000

Financing:                              Cash to seller

Year Built:                             1968

Number of Units:                        140

Price Per Unit:                         $ 63,392

Overall Cap Rate:                       10.21%

EGIM:                                   5.62

Income Information:                     Gross Annual Income:          $1,501,494
                                        Less Operating Expenses:         595.000
                                                                      ----------
                                        NOI:                          $  906,494

NOI Per Unit:                           $ 6,475

Land:                                   5.35 acres

Net Rentable Area:                      145,844

Occupancy at Sale:                      95 percent

Property Description:                   The complex consists of twelve two-story
                                        buildings of wood frame construction
                                        with stucco exteriors. The property is
                                        located on a secondary residential
                                        street, Buckingham Drive, which leads
                                        directly to Stevens Creek Boulevard, a
                                        major east-west thoroughfare, and


                                     - 47 -
<PAGE>

                                        indirectly to 1-280 and 1-880. Project
                                        amenities include laundry facilities,
                                        balconies, storage lockers and patios.

                                        The apartments consist of the following
                                        mix:

                                          Unit         Number     Size
                                          ----         ------     ----
                                          1BR/1BA         20      758 SF
                                          2BR/2BA        108      1,063-1,025 SF
                                          2BR/2BA         12      1,276 SF

Comments:                               Rental rates range from $1,050 to $1,075
                                        for the one-bedroom units $1,295 to
                                        $1,525 for the two-bedroom two-bath
                                        units, and $1,630 to $1,655 for the
                                        three-bedroom two-bath units.

                                        The property has undergone substantial
                                        renovations since the time of the sale.


                                     - 48 -
<PAGE>

                           COMPARABLE APARTMENT SALE 5

Location:                               Hidden Willows 
                                        840-850 Meridian Avenue
                                        San Jose, California

Grantor:                                The Willows Equity Partners

Grantee:                                Hidden Willows, Ltd.

Date of Sale:                           January 1995

Sale Price:                             $ 7,725,000

Financing:                              $ 2,334,701 down (30%)

Year Built:                             1978

Number of Units:                        112

Price Per Unit:                         $ 68,973

Overall Cap Rate:                       8.63%

EGIM:                                   6.94

Income Information:

                                        Gross Annual Income:          $1,057,225
                                        Less Operating Expenses:         390,665
                                                                      ----------
                                        NOI:                          $  666,560

NOT Per Unit:                           $ 5,951

Land:                                   3.28 acres

Net Rentable Area:                      N/A

Occupancy at Sale:                      95 percent


                                     - 49 -
<PAGE>

Property Description:                   The complex consists of eleven two-story
                                        buildings, with wood frames and stucco
                                        exteriors. The property is in good
                                        condition. Amenities include a pool, a
                                        spa, air conditioning, laundry
                                        facilities, balconies, patios, storage
                                        lockers and a clubhouse. 

                                        There are 74 one-bedroom/one-bath units
                                        and 38 two-bedroom/two-bath units.

Comments:                               Current asking rental rates range from
                                        $775 for the one-bedroom units and $925
                                        for the two-bedroom units.

                                        This complex is an established garden
                                        apartment community located on Meridian
                                        Way near the intersection of three major
                                        roads: the Southwest Expressway, I-280,
                                        and Meridian Avenue. Access to the
                                        property is difficult.


                                     - 50 -
<PAGE>

                         E.2 NET OPERATING INCOME (NOI)
                                PER UNIT ANALYSIS

      An indication of value for the subject property can also be estimated by
comparing the NOI per unit of the sales with the estimated NOI per unit of the
subject (as projected in the Income Approach). In this technique, the NOI for
the comparables are arrayed in descending order. Using the actual NOI for the
subject of $5,963 per unit from the income approach, it is placed in the
continuum of the comparable properties. The placement of the subject in the
continuum results in an indicated value per unit. The following table shows the
subject with respect to the comparables based on NOI per unit.

                    COMPARABLE SALES RANKED BY NOI PER UNIT

<TABLE>
<CAPTION>
Sale No.          Sale Date      Occupancy   Sale Price/Unit    EGIM     OAR    NOI Per Unit
- --------          ---------      ---------   ---------------    ----     ---    ------------
<S>          <C>                    <C>          <C>            <C>     <C>        <C>   
Sale No. 4        Apr. 1995         95.0%        $63,393        5.62    10.21%     $6,475
Sale No. 5        Jan. 1995         95.0%        $68,973        6.94     8.63%     $5,951
Sale No. 2        Mar. 1996         97.0%        $48,780        5.39    10.80%     $5,271
Sale No. 3        Aug. 1995         95.6%        $50,634        6.01     9.34%     $4,728
Sale No. 1        Mar. 1996         95.0%        $50,625        5.63     8.98%     $4,547
Subject      As of Dec. 1, 1996     96.2%                                          $5,963
</TABLE>

      The NOI per unit of the comparables range from $4,547 to $6,475 per unit.
The corresponding actual sale prices range from $48,780 to $68,973 per unit. As
estimated in the income approach, the subject has an NOI of $5,963 per unit.
This NOI places the subject at the middle of the range.

      In addition to this estimate, a second analysis of NOI per unit is
applied. In this analysis, direct adjustments to the properties' sale prices
were applied based on the percent difference between the sale's NOI and the
subject's NOI. The following table summarizes the direct adjustment process.


                                     - 51 -
<PAGE>

                           SUMMARY OF NOI ADJUSTMENTS

             Sales                  Subject's    Percent    Adjusted
Sale No.   Price/Unit   NOI Unit    NOI Unit    Difference  Price/Unit
- --------   ----------   --------    --------    ----------  ----------

   1        $50,625      $4,547      $5,963       31.14%     $66,389
   2        $48,780      $5,271      $5,963       13.12%     $55,179
   3        $50,634      $4,728      $5,963       26.12%     $63,859
   4        $63,393      $6,475      $5,963       -7.90%     $58,385
   5        $68,973      $5,951      $5,963        0.20%     $68,835
         
                   E.3 CONCLUSION - SALES COMPARISON APPROACH

      Through the NOI adjustment process, the indicated value of the subject
ranges from $55,179 to $68,835 per unit. Based on this analysis, Sales No. 2, 4
and 5 appear to be the most comparable due to their similarity to the subject
and the relatively small adjustments required. A value of $60,000 per unit, or
approximately $11,000,000 (rounded) is concluded as the "leasehold interest" for
the subject based on the NOI per unit analysis, as of December 1, 1996.


                                     - 52 -
<PAGE>

                               F. INCOME APPROACH

The Income Capitalization Approach is based on the premise that value is created
by the expectation of future benefits. We estimated the present value of those
benefits to derive an indication of the amount that a prudent, informed
purchaser-investor would pay for the right to receive them as of the date of
value.

The direct capitalization methodology uses a single year's stabilized net
operating income as a basis for a value indication. It converts estimated
"stabilized" annual net operating income to a value indication by dividing the
income by a capitalization rate. The discounted cash flow (DCF) analysis focuses
on the operating cash flows expected from the property and the anticipated
proceeds of a hypothetical sale at the end of an assumed holding period. These
amounts are then discounted to their present value. The discounted present
values of the income stream and the reversion are added to obtain a value
indication. Because benefits to be received in the future are worth less than
the same benefits received in the present, this method puts more weight on
income projected in the early years than income and sale proceeds to be received
later.

The direct capitalization method is normally appropriate for properties with
relatively stable operating histories and expectations, or properties that can
be expected to reach stabilization within a short period of time. Apartments,
except for new construction, are typically analyzed by the direct capitalization
approach, assuming that they are at a stabilized occupancy level. We consider
the subject to be reaching a stabilized occupancy level and have applied only
the direct capitalization method. This approach requires an estimation of the
subject's income and expenses in order to forecast net operating income, which
is then converted to a value indication by use of the direct capitalization
analysis.

Direct Capitalization

The direct capitalization approach is based upon an estimate of the property's
income in a year of stabilized occupancy. We first estimated effective income
from apartment rents and other sources, and then estimated the operating
expenses associated with the property. These were


                                     - 53 -
<PAGE>

combined to develop an operating statement for the property in a representative
year. The following items were estimated in our Direct Capitalization analysis.

Property Income Analysis

Potential Gross Rental Income: The first step in the direct capitalization
approach and the discounted cash flow approach is to estimate the gross
potential income of the property. Accordingly, we surveyed the competitive
rentals in the market to determine an appropriate market rent. We also
considered the current leases, the recent and historical per unit average rental
rates, and quoted asking rental rates for the subject. The gross potential
income figure in our analysis equates to the sum of the existing annual rents in
place as of the date of value, plus market rental rates applied to the vacant
units. The gross potential income was trended upwards to reflect increase in
market rents over the past year due to low vacancy rates and healthy
competition.

Based on a rent roll (as of December 3, 1996) provided by American Apartment
Communities, there were a total of 184 units of which 7 were vacant, amounting
to a 3.8% overall vacancy rate. According to the leasing agent, a 3.0% vacancy
rate is in line with normal turnover vacancies, with generally 5 to 10 units
available. Historically, since the middle of 1996, the subject property has
experienced occupancy levels ranging from 95 to 100 percent. According to the
rent roll provided, the gross potential monthly rent for the occupied units
amounts to $202,971 or $1,147 per unit. In projecting the 1997 gross potential
rental revenue, we applied an average projected monthly rent of $1,204 or a 5%
increase over the December, 1996 rent roll. The 5% growth rate is conservative
in light of our Apartment Market Overview which demonstrates that average rents
in Santa Clara County have risen by 10% in the first six months of 1996, and is
further supported by our survey of competitive properties. Market rents in our
survey for one bedroom apartment range from $845 to $1,320 per unit per month
while the monthly rental rates for two bedroom one bath units range from $1,000
to $1,500 per unit per month. Market rents in our survey for two bedroom two
bath range from $1,400 to $1,660 per unit per month while the monthly rental
rates for three bedroom two bath units are $1,930 to $1960 per unit per month. A


                                     - 54 -
<PAGE>

comparable rental survey and descriptions of the competitive properties can be
found on the following pages. Our analysis indicates that our projected market
and effective rents fall will within competitive properties.

      Variance/Concessions: Currently no rental concessions in the form of free
or discounted rent are being offered on new leases in the market; however
concessions exist in the form of rent variance. According to the property
manager, rent variance represents the difference between gross potential rent
and actual rents in place. Not only does it includes discounts and move-in
specials, but also reflects artificially low rent levels of tenants who have
been living at the property for several years and whose annual rent increases at
renewal have not kept pace with market rent increases. In addition, this
variance/concessions also includes a deduction for one subsidized employee unit
at the subject property. Based on historical figures, and the new property
management's aggressive policy of increasing renewing rental rates to more
closely reflect current asking rates, we have projected total
variance/concessions to be 3.0 percent of potential gross income.

      Vacancy & Credit Loss: To account for income loss associated with market
occupancy fluctuations and frictional vacancy resulting from short-term leases,
a 3.0 percent economic vacancy loss factor was judged appropriate for the
subject based on market and historical information. Over the past year, the
multifamily occupancy level for the Mountain View market has held below 4.0
percent. The physical occupancy rate at the subject was 96.2 percent occupied as
of the date of inspection. The five competitive properties surveyed displayed
physical occupancies of 100 percent.

      A separate deduction for Credit loss reflects deficient rent payments and
other scheduled revenues not collected from tenants. Credit loss was 0.4 percent
over the first six months of 1995, but has been estimated at 1.0 percent by
American Apartment Communities, Inc. As a result, we have projected credit loss
at 1.0 percent of potential gross income going forward.


                                     - 55 -
<PAGE>

      Other Income: Other income includes application fees, interest income,
late fees, laundry revenue, and lease breakage fees. Through the first six
months of 1996, these sources of income accounted for 1.4 percent of potential
gross income. Total Other Income for Year 1 has been estimated to be $40,000.


                                     - 56 -
<PAGE>

                               [GRAPHIC OMITTED]

RENT COMPARABLES MAP

BIRCH CREEK APARTMENTS
MOUNTAIN VIEW, CALIFORNIA
<PAGE>

- --------------------------------------------------------------------------------
Table G-2
                            COMPARABLE RENTAL SURVEY
                             BIRCH CREEK APARTMENTS
                                MOUNTAIN VIEW, CA

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

<TABLE>
<CAPTION>
                                                                                                 Monthly Rent
                                                                              ------------------------------------------------
                                    Year                          Unit Size                                       Effective
No.  Property and Location          Built   Occupancy  Type       (Sq. Ft.)        Asking          Effective        Per SF
- ---  ---------------------          -----   ---------  ----       ---------        ------          ---------        ------
<S>  <C>                             <C>       <C>     <C>          <C>       <C>               <C>              <C>          
 3   The Shadows                     1971      100.0%  Jr1BR/1BA      550     $1,060 - $1,070   $1,060 - $1,070  $1.93 - $1.95
     750 North Shoreline Boulevard                     1BR/1BA        705     $1,205 - $1,245   $1,205 - $1,245  $1.71 - $1.77
                                                       1BR/1BA        790     $1,290 - $1,320   $1,290 - $1,320  $1.63 - $1.67
                                                       2BR/1BA        930     $1,450 - $1,500   $1,450 - $1,500  $1.56 - $1.61
                                                       2BR/2BA      1,025     $1,620 - $1,660   $1,620 - $1,660  $1.58 - $1.62
                                                       3BR/2BA      1,325     $1,930 - $1,960   $1,930 - $1,960  $1.46 - $1.48
</TABLE>

          Comments: This comparable is located approximately one half mile
                    northeast of the subject property on North Shoreline
                    Boulevard between Middlefield Road and Central Expressway.
                    The property consists of 180 units in 24 buildings on
                    approximately 10 acres of land. Amenities include two pools,
                    three saunas, a social room, a fitness center, a sand
                    volleyball court, an outdoor barbecue area, a putting green,
                    a car wash, laundry facilities and covered carports. Unit
                    features include dishwashers, microwaves (in selected
                    units), balconies or patios, ceiling fans, and fireplaces
                    (in selected units). The property is in good condition and
                    was reportedly 100 percent occupied as of the date of
                    survey. No concessions are currently being offered.
<PAGE>

- --------------------------------------------------------------------------------
Table G-2
                            COMPARABLE RENTAL SURVEY
                             BIRCH CREEK APARTMENTS
                                MOUNTAIN VIEW, CA

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

<TABLE>
<CAPTION>
                                                                                                    Monthly Rent
                                                                              ------------------------------------------------------
                                    Year                          Unit Size                                            Effective
No.  Property and Location          Built   Occupancy  Type       (Sq. Ft.)        Asking            Effective          Per SF
- ---  ---------------------          -----   ---------  ----       ---------        ------            ---------          ------
<S>  <C>                             <C>    <C>        <C>              <C>                   <C>              <C>             <C>
 4   North Park Apartments           1966   very low   Studio           418                   $  820           $  820          $1.96
     111  North Rengstorff                             Jr1BA/BA         520                   $1,005           $1,005          $1.93
                                                       1BR/1BA          656                   $1,100           $1,100          $1.68
                                                       2BR/2BA          826                   $1,400           $1,400          $1.69
</TABLE>

          Comments: This comparable is located approximately 3 blocks north of
                    the subject property at the intersection of North Rengstorff
                    Avenue and Central Expressway. This property contains 183
                    units in cottage-style buildings on a 7 acre land parcel.
                    Amenities include two swimming pools, a recreation room,
                    covered parking, and laundry facilities. Unit features
                    include dishwashers, patio balconies, and storage space. No
                    concessions are currently offered and, according to the
                    leasing agent, had very few vacant units as of the date of
                    the survey.

<TABLE>
<S>  <C>                             <C>    <C>        <C>              <C>          <C>              <C>              <C>
Summary Totals/ Ranges (1)                             Studio                   418           $  820           $  820          $1.96
                                                       Jr1BR/1BA        520 -   550  $  845 - $1,070  $  845 - $1,070  $1.30 - $1.95
                                                       1BR/1BA          650 -   790  $  845 - $1,320  $  845 - $1,320  $1.30 - $1.77
                                                       2BR/1BA          900 -   930  $1,000 - $1,500  $1,000 - $1,500  $1.11 - $1.61
                                                       2BR/2BA          826 - 1,060  $1,400 - $1,660  $1,400 - $1,660  $1.39 - $1.69
                                                       3BR/2BA                1,325  $1,930 - $1,960  $1,930 - $1,960  $1.46 - $1.48
                                                                              -----  ------   ------  ------   ------  -----   -----
                                                                        520 - 1,325  $  845 - $1,960  $  845 - $1,960  $1.11 - $1.96
</TABLE>

- ----------
(1)   For comparison purposes, summary totals/ ranges do not include subject
      data
      Source: Arthur Andersen, September 1996.
<PAGE>

      We have analyzed four competitive rental complexes within the subject
market area. All of the projects were constructed between the years 1966 and
1971 and constitute a representative sample of older Class B projects of similar
exterior construction quality. The competitive projects are in generally good
condition and offer similar amenities such as a pool, clubhouse, public laundry
facilities, and covered carports. One of the properties offers additional
amenities such as a sand volleyball court, an outdoor barbecue area, a putting
green and a car wash. A more detailed discussion of the comparability of each
property follows.

      Rental No. 1, Shoreline Village, contains 126 units and was constructed
around 1970. This comparable is located approximately one mile east of the
subject property on Central Avenue near the intersection of Moffett Boulevard
and Central Expressway. The property is within walking distance of a CalTrain
commuter rail line station and has excellent access to major regional
thoroughfares such as I-85 and Highway 101. The property has limited landscaping
in the courtyard between the six major buildings. Amenities include a heated
pool, public laundry facilities, an outdoor barbecue area, a lounge, and covered
parking. Unit features include dishwashers, ceiling fans, and balconies/patios.
The property is in fair to good condition and was 100 percent occupied as of the
date of survey, with no concessions currently being offered. This property is
inferior to the subject in terms of its location, physical condition, unit mix,
project amenities, and asking rental rates.

      Rental No. 2, Village Lake, contains 208 units and was constructed in
1966. This comparable is located approximately one half mile northeast of the
subject property and is bordered by Middlefield and Shoreline Roads. Amenities
include a pool, a spa, a weight room, a billiard room, a clubhouse, laundry
facilities and covered carports. Unit features include dishwashers, garbage
disposals, and balconies/patios. The property is in good condition and was
reportedly 100 percent occupied as of the date of survey, with no concessions
currently being offered. This property is comparable to the subject in terms of
its location, size, unit mix, physical condition, project amenities, and asking
rental rates, with slightly inferior unit features.


                                     - 62 -
<PAGE>

      Rental No. 3, The Shadows, contains 180 units and was constructed in 1971.
This comparable is located approximately one half mile northeast of the subject
property on North Shoreline Boulevard between Middlefield Road and Central
Expressway. The property consists of 180 units in 24 buildings on approximately
10 acres of land. Amenities include two pools, three saunas, a social room, a
fitness center, a sand volleyball court, an outdoor barbecue area, a putting
green, a car wash, laundry facilities and covered carports. Unit features
include dishwashers, microwaves (in selected units), balconies/patios, ceiling
fans, and fireplaces (in selected units). The property is in good condition and
was reportedly 100 percent occupied as of the date of survey, with no
concessions currently being offered. This property is comparable to the subject
in terms of its location, size, and interior finish; however, it offers superior
project amenities, higher rental rates and a better package of unit features.

      Rental No. 4, Northpark, contains 183 units in cottage-style buildings on
approximately 7 acres of land and was constructed in 1966. This comparable is
located approximately 3 blocks north of the subject property at the intersection
of North Rengstorff Avenue and Central Expressway. Amenities include two pools,
a recreation room, covered parking, and laundry facilities. Unit features
include dishwashers, patios/balconies, and storage space. This property is in
good condition and, according to the leasing agent, had very few vacant units as
of the date of survey, with no concessions currently being offered. This
property is comparable to the subject in terms of its location, size and
exterior finish, but is inferior in terms of project amenities, unit features.
This project's units do, however, offer superior privacy to those of the subject
due to its cottage-style units.


                                     - 63 -
<PAGE>

OPERATING EXPENSE ANALYSIS

In estimating the 1997 expenses for the subject property, we analyzed historical
data for the subject, competitive apartments complexes and published national
surveys. The owner could only provide us with the 1996 operating statements,
since they only recently acquired the property, and thus primary reliance was
placed on competitive facilities and national surveys. We compared our
stabilized expense projections on a per unit basis with the 1995 National
Apartment Association (NAA) analysis of garden-style multi-family apartment
buildings in the San Francisco-San Jose Region and the Institute of Real Estate
Management Survey for the San Jose metropolitan area. Both of these
organizations survey property managers throughout the nation to determine income
and expense averages for different municipalities. Direct comparison of each
category with a trade source such as NAA or IREM can be difficult since
different property managers classify expenses differently. However, the analysis
in the table on the following page shows that the historical expense amounts are
very much in line with the market averages determined by NAA. According to the
NAA and IREM analyses, the market average of operating expenses was $4,425 per
unit and $3,894 respectively in 1995, which places the subject's stabilized per
unit operating expense of $4,807, slightly above the range. However, according
to NAA and IREM, the average expense ratio (O.E.R. - total expenses / effective
gross income) ranged from 35.31 percent to 40.21% for the San Jose region. The
projected stabilized O.E.R. calculated from the Direct Capitalization Analysis
for the stabilized year is forecasted to be 35. 17 percent which compares
favorable to the industry standards outlined by NAA and IREM.

Listed below is a description of the individual operating expenses projected in
this analysis.

      Payroll: Payroll expenses include leasing and custodial salaries and
bonuses, payroll taxes, medical benefits, and worker's compensation insurance.
Based on historical costs and industry averages, payroll expenses have been
estimated at $180,000.

      Maintenance: Maintenance includes items such as painting, carpet cleaning
and repair, swimming pool maintenance, plumbing, and janitorial and building
supplies. Based on historical costs and property management's current budget,
maintenance costs for Year 1 have been estimated at $180,000.


                                     - 64 -
<PAGE>

      Administration: Administration expenses include office supplies, licenses,
credit reports, computer supplies, and other miscellaneous costs associated with
operation of the subject. Administration costs have been estimated at $15,000 in
Year 1.

      Utilities: Utilities expense includes the total cost of utilities
associated with both units and common areas which are not paid by tenants.
Rental rates at the subject property include water and sewer and garbage
collection expenses. This expense category includes electricity, gas, telephone,
garbage removal, and water and sewer expenses. Based upon both historical and
budgeted amounts, utilities for the subject property have been estimated to be
$180,000 in Year 1.

      Real Estate Taxes: Based on information provided by the Santa Clara County
Assessment Office, taxes are estimated at $146,425, or $796 per unit.

      Insurance: Based on the property's actual casualty insurance expenses
through the first half of 1996, costs have been anticipated to total $35,000 in
Year 1.

      Management Fee: Conversations with Ann Beal, the Western Region Vice
President of Operations for American Apartment Communities, Inc. indicated
management fees in the local market typically range from 3.0 to 5.0 percent of
effective gross income. Given the above and our experience with similar
properties, we have estimated 3.5 percent of effective gross income is
reasonable.

      Ground Lease: The ground lease base rent at the subject property is fixed
at $418,200 per year. In addition, the tenant is required to pay percentage
rent of 2.0 percent of effective gross income on an annual basis as percentage
rent. Based on this calculation, ground lease percentage rent has been estimated
at $50,293 in Year 1.


                                     - 65 -
<PAGE>

      Miscellaneous: Miscellaneous expenses include professional services such
as legal and consulting fees, advertising and marketing, and security. Based on
historical and budgeted figures, miscellaneous expenses are projected at
$60,000.

      Capital Improvements: Deductions for both immediate and one to five year
capital improvements have been included in the analysis. These capital items
include the costs of site work, exterior and interior structural improvements,
and roof repair, as well as plumbing, parking lot, deck/wood, pool, and fitness
center improvements. American Apartment Communities Inc.'s capital improvements
budgeted figures for the years 1996 through 2000 are used in the analysis.
Capital expenditures are projected to be budgeted at $1,443,700 (excluding items
included under the reserve for replacement). For the purposes of our direct
capitalization analysis we have taken the present value of these expenditures at
a market derived 11% discount rate which yielded a stabilized expenditure of
$1,070,000.

      Replacement Reserves: Based on the age of the property and its history of
capital expenditures, a replacement reserve fund is estimated at $350 per unit.


                                     - 66 -
<PAGE>

Table G-3

- --------------------------------------------------------------------------------
                          PER UNIT EXPENSE COMPARABLES
                           RENTAL APARTMENT PROPERTIES
                           SAN JOSE METROPOLITAN AREA
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                             Birch Creek Apartments (1)        Marina Playa Apartments (2)     
                                     184 Units                          272 Units             
                             Annualized      Projected          Year End        Annualized     
                              1996 (5)          1997              1995           1996 (5)      
                                             ---------          --------        ----------     
<S>                           <C>              <C>              <C>              <C>           
REVENUE                                                                                        
Effective Gross Income        $10,921          $13,667          $10,986          $11,523       
                                                                                               
EXPENSES                                                                                       
Payroll                       $ 1,013          $   978          $   814          $   824       
Maintenance                   $ 1,027          $   978          $   541          $   431       
Administration                $    35          $    82          $    84          $    79       
Utilities                     $   954          $   978          $   671          $   646       
Taxes                         $   588          $   796          $   857          $   870       
Insurance                     $    86          $   190          $   187          $   226       
Management Fee                $   382          $   478          $   334          $   600       
Miscellaneous                 $   114          $   326          $   113          $   189       
 Total Expenses               $ 4,199          $ 4,807          $ 3,600          $ 3,864       
Expenses/Total Revenue          38.45%           35.17%           32.77%           33.54%      
Ground Lease Base Rent             --          $ 2,272          $ 1,033          $ 1,033       
Ground Lease Percentage Rent       --          $   274          $   852          $   985       

<CAPTION>
                                   National Apartment Ass'n        Institute of R.E. Management 
                                Survey of Income and Expenses (3)   Income/Expense Analysis (4) 
                                 Year End                            Year End           
                                   1995             1996               1995            1996     
                                 --------         --------           --------        -------- 
<S>                              <C>              <C>                 <C>             <C>
REVENUE                                                                                         
Effective Gross Income           $11,005                              $11,029
                                                                                                
EXPENSES                                                                                        
Payroll                          $   858               --             $  605            --      
Maintenance                      $   698               --             $  680(7)         --      
Administration                   $   330               --             $  680(7)         --      
Utilities                        $   672               --             $  611            --      
Taxes                            $   988               --             $  885            --      
Insurance                        $   328               --             $  160            --      
Management Fee                   $   440               --             $  448            --      
Miscellaneous                    $   111               --             $  170(7)         --      
 Total Expenses                  $ 4,425               --             $3,894            --      
Expenses/Total Revenue             40.21%              --              35.31%           --      
Ground Lease Base Rent                --               --                 --            --      
Ground Lease Percentage Rent          --               --                 --            --      
</TABLE>

- ----------
Note: This analysis does not include reserve for replacement.
(1)   Constructed in 1968. Owned by American Apartment Communities, Inc.
(2)   Constructed in 1971. Owned by American Apartment Communities, Inc.
(3)   Average income and expense data for garden style apartments in the San
      Francisco-Oakland-San Jose Metropolitan Area.
(4)   Average income and expense data for garden style apartments built after
      1978 in the San Jose metropolitan area (data for apartments built between
      1946 and 1978 unavailable).
(5)   CY 1996 expenses have been annualized based on expenses for January
      through July.
(6)   CY 1996 expenses have been annualized based on expenses for January
      through June.
(7)   Double-counts a component of payroll which is subtracted out in the total
      expenses calculation.
<PAGE>

                         DIRECT CAPITALIZATION ANALYSIS

      The capitalization approach uses a market-derived rate which when applied
to "normalized" net operating income yields a value estimate. This estimate then
may be adjusted for deficient income, capital expenditures, and/or other
circumstances as may be appropriate. Use of this approach requires (1) the
choice of a capitalization rate and (2) the determination of normalized
operations.

      The capitalization technique is especially useful during periods when
expectations of long-term inflation, interest rates, and market conditions are
fairly stable and when leases are at market rates. On the other hand, this
technique is especially difficult to apply with confidence when interest rates
and inflation are relatively high, or when estimated rents are particularly
volatile -- as, for example, in the case of properties with leaseholds and in
markets subject to substantial rental concessions.

      Indications of capitalization rates can be derived from various sources.
The two most commonly relied upon indicators of capitalization rates are recent
sales in the local or regional marketplace and regional investor surveys. We
have researched both of these sources in estimating an appropriate
capitalization rate for the subject property.

      Normalized operations are reflected in net operating income. Investors
typically define net operating income for apartments as effective gross revenues
less operating expenses, management fees, and reserves for replacements. We have
applied this market-based definition in our analysis. As such, capitalization
rates have been applied to income less a reserve for replacements.

      As reflected by the sales listed in the "Sales Comparison Approach"
section, recent purchases have been made at overall capitalization rates applied
to net operating income, ranging from 8.63 percent to 10.80 percent, as
indicated on the following page.


                                     - 68 -
<PAGE>

                         SUMMARY OF CAPITALIZATION RATES
                    SANTA CLARA COUNTY GARDEN APARTMENT SALES

                                                                    Overall
       Property               Date     Sale Price     NOI        Capitalization
    Identification           of Sale    Per Unit    Per Unit         Rate
    --------------           -------    --------    --------         ----

2326-2330 California Street   4/96      $50,625      $4,547          8.98%

1035-1061 Meridian Avenue     3/96      $48,780      $5,271         10.80%

Kingdale Oaks                 8/95      $50,634      $4,728          9.34%

Granada (Spring Creek)        4/95      $63,393      $6,475         10.21%

Hidden Willows                1/95      $68,973      $5,951          8.63%
                                      
      Sale Nos. 3, 4 and 5 were judged most similar to the subject. Selection of
a particular rate depends upon the relative risk associated with the property,
including its location and the strength of the local market, and especially upon
the size and timing of future changes in net income.

      In addition to the aforementioned sales evidence, we have considered the
indications of the following investor surveys.

                                INVESTOR SURVEYS
                  CAPITALIZATION RATES FOR APARTMENT PROPERTIES
                                 NATIONAL MARKET

              Source                                      Car. Rates
              ------                                      ----------

              Peter F. Korpacz & Associates 4Q 1996     8.5% - 10.0%

              RERC 2Q 1996                               8.5% - 9.0%

      The investor surveys indicate that capitalization rates for apartments in
the nation range from 8.5 percent to 10.0 percent. Considering the age,
location, and condition of the subject property, an appropriate capitalization
rate would fall near the top of the indicated range.

      Based on the analysis of capitalization rates from the comparable sales
and investor surveys, we estimate an appropriate overall capitalization rate for
the subject of 9.75 percent. Applying this rate to


                                     - 69 -
<PAGE>

the subject's estimated stabilized net operating income, indicates a value of
$10,200,000, or $55,435 per unit as of December 1, 1996 after a deduction for
capital expense items.

      The following capitalization technique, provided on the next page is based
on the anticipated stabilized income and expenses previously discussed earlier
in this section for the subject property.


                                     - 70 -
<PAGE>

                              INCOME CAPITALIZATION
                             BIRCH CREEK APARTMENTS
                                DECEMBER 1, 1996

REVENUE
Gross Potential Rental Revenue                 $2,659,205
Variance/ Concessions               3.0%         ($79,776)
Vacancy                             3.0%         ($79,776)
                                               ----------
Gross Effective Rent                           $2,499,653
Other Income                                      $40,000
Credit Loss                         1.0%         ($24,997)
                                               ----------
Effective Gross Income                                           $2,514,656

EXPENSES
Payroll                                          $180,000
Maintenance                                      $180,000
Administration                                    $15,000
Utilities                                        $180,000
Taxes                                            $146,424
Insurance                                         $35,000
Management Fee                      3.5%          $88,013
Ground Lease Base Rent                           $418,200
Ground Lease Percentage Rent                      $50,293
Miscellaneous                                     $60,000
Reserve for Replacement         $350.00 /unit     $64,400
                                               ----------
Total Expenses                                                   $1,417,330
                                                                -----------

NET OPERATING INCOME                                             $1,097,326

CAPITALIZED AT                     9.75%

TOTAL VALUE BEFORE CAP X                                        $11,254,625

LESS CAPITAL EXPENDITURES                                       ($1,070,000)

TOTAL MARKET VALUE                                              $10,184,625
                                                                $10,200,000
<PAGE>

                   G.1 RECONCILIATION AND FINAL VALUE ESTIMATE

      Valuation of the fee simple interest in the appraised property has been
developed by the Sales Comparison Approach and Income Approach. Various
appraisal techniques and methods were utilized in the analyses of the property.
The value estimates by each approach are summarized as follows:

                    Valuation Method                 Value
                    ----------------                 -----

                    Cost Approach                    N/A

                    Sales Comparison Approach:       $11,000,000

                    Income Approach:                 $10,200,000

      The cost approach is most useful when valuing new or nearly new properties
or when appraising special purpose properties. The reliability of this approach
is diminished when significant amounts of accrued depreciation are present. In
addition, most investors in this property class give minimal consideration to
this valuation approach when analyzing potential acquisitions. Given these
considerations, the cost approach was not used in our valuation.

      The sales comparison approach is frequently a good indicator of value,
especially when a sufficient number of relevant transactions with reliable
information on each is available. In this case, the data about the properties
and their operations is complete, allowing for a complete analysis of the sales.
However, the information analyzed is at least six months old and, due to the
rapid strengthening of the Santa Clara County apartment market, may not reflect
prevailing market conditions. We have attempted to adjust for physical and
transaction-related differences in our sales analysis. Overall, this approach is
considered a fair indicator of value fair the subject and a good check against
the other approaches.


                                     - 72 -
<PAGE>

      The income approach recognizes the income-producing nature of the subject.
The valuation by this approach is based on strong market support of rental
rates, expenses, absorption, and rates of return. Considered within this
approach are the motivations of investors in properties such as the subject. In
addition, this approach most closely reflects current methodology applied by
investors actively acquiring multifamily properties. As such, this approach is
given the strongest consideration in the estimate of market value of the subject
property.

      Based on the research and analyses performed in the development of these
approaches, and with primary emphasis on the income approach, it is our opinion
that the market value of the fee simple interest in the appraised property, as
of December 1, 1996 is:

                 -- TEN MILLION TWO HUNDRED THOUSAND DOLLARS --

                                  ($10,200,000)


                                     - 73 -
<PAGE>

- --------------------------------------------------------------------------------
Table G-2
                            COMPARABLE RENTAL SURVEY
                             BIRCH CREEK APARTMENTS
                                MOUNTAIN VIEW, CA

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

<TABLE>
<CAPTION>
                                                                                              Monthly Rent
                                                                                ----------------------------------------
                                     Year                          Unit Size                                   Effective
No.      Property and Location       Built   Occupancy  Type       (Sq. Ft.)    Asking          Effective        Per SF
- ---      ---------------------       -----   ---------  ----       ---------    ------          ---------        ------
<S>      <C>                          <C>       <C>     <C>          <C>        <C>               <C>             <C>  
Subject  Birch Creek Apartments       1968      98.40%  JR. 1BR/1BA    550      $  950            $  950          $1.73
         575 South Rengstorff Avenue                    1BR/1BA        800      $1,150            $1,150          $1.44
                                                        2BR/1BA      1,060      $1,425            $1,425          $1.34
</TABLE>

Comments: The subject property is a two-story garden style apartment complex
          containing 184 units. The complex contains 21 buildings, all of which
          have stucco and wood exteriors. The buildings are configured around a
          central courtyard which contains a pool, a recreation room/fitness
          center and a koi pond and canal system. The subject is located on the
          east side of South Rengstorff Avenue, just north of its intersection
          with El Camino Real in Mountain View and has close proximity to major
          highways. Project amenities include a swimming pool, a community room,
          a fitness center and 200 carports. Laundry facilities are available in
          four buildings. Unit features include wall-to-wall carpeting,
          dishwashers and patios/balconies. The subject was reportedly 98.4%
          occupied as of the date of the visit, and no concessions are currently
          being offered.
<PAGE>

- --------------------------------------------------------------------------------
Table G-2
                            COMPARABLE RENTAL SURVEY
                             BIRCH CREEK APARTMENTS
                                MOUNTAIN VIEW, CA

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

<TABLE>
<CAPTION>
                                                                                                 Monthly Rent
                                                                              ------------------------------------------------
                                    Year                          Unit Size                                       Effective
No.  Property and Location          Built   Occupancy  Type       (Sq. Ft.)        Asking          Effective        Per SF
- ---  ---------------------          -----   ---------  ----       ---------        ------          ---------        ------
<S>  <C>                             <C>       <C>     <C>          <C>       <C>               <C>              <C>          
 1   Shoreline Village               1970      l00.0%  1BR/1BA      650       $  845 -   $950   $  845 -   $950  $1.30 - $1.46
     505 Central Avenue                                2BR/1BA      900       $1,000 - $1,125   $1,000 - $1,125  $1.11 - $1.25
</TABLE>

Comments: This comparable is located approximately one mile east of the subject
          property on Central Avenue near the intersection of Moffett Boulevard
          and Central Expressway. The property is within walking distance of a
          CalTrain commuter rail line station and has excellent access to I-85
          and Highway 101, two major regional thoroughfares. The property has
          limited landscaping in the courtyard between the six major buildings.
          Amenities include a heated pool, public laundry facilities, an outdoor
          barbecue area, a lounge and covered parking. Unit features include
          dishwashers, ceiling fans and balconies or patios. The property is in
          fair to good condition and was 100 percent occupied at the date of the
          survey. No concessions are currently being offered and the units are
          rented on a month-to-month basis.
<PAGE>

- --------------------------------------------------------------------------------
Table G-2
                            COMPARABLE RENTAL SURVEY
                             BIRCH CREEK APARTMENTS
                                MOUNTAIN VIEW, CA

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

<TABLE>
<CAPTION>
                                                                                                 Monthly Rent
                                                                              ------------------------------------------------
                                    Year                          Unit Size                                       Effective
No.  Property and Location          Built   Occupancy  Type       (Sq. Ft.)        Asking          Effective        Per SF
- ---  ---------------------          -----   ---------  ----       ---------        ------          ---------        ------
<S>  <C>                             <C>       <C>     <C>          <C>       <C>               <C>              <C>          
 2   Village Lake                    1974      100.0%  Jr1BR/1BA      550     $  950 - $  995   $  950 - $  995  $1.73 - $1.81
     777 West Middlefield Road                         1BR/1BA        682     $1,075 - $1,135   $1,075 - $1,135  $1.58 - $1.66
                                                       1BR/1BA        786     $1,175 - $1,200   $1,175 - $1,200  $1.49 - $1.53
                                                       2BR/1BA        900     $1,285 - $1,345   $1,285 - $1,345  $1.43 - $1.49
                                                       2BR/2BA      1,060     $1,475 - $1,495   $1,475 - $1,495  $1.39 - $1.41
</TABLE>

Comments: This comparable is located approximately one half mile northeast of
          the subject property, bordered by Middlefield and Shoreline Roads. The
          property is a few blocks away from Moffett Field and Lockheed and
          within easy access of Highways 101 and 85. On site amenities include a
          pool, a spa, a weight room, a billiard room, a clubhouse, laundry
          facilities and covered carports. Unit features include dishwashers,
          garbage disposals and balconies/patios. All 208 units of the property
          were occupied as of the date of the survey. No concessions are
          currently being offered.
<PAGE>

                          SUBJECT PROPERTY PHOTOGRAPHS
                             BRICH CREEK APARTMENTS

                               [GRAPHIC OMITTED]

Photo 1                         Subject Property

                               [GRAPHIC OMITTED]

Photo 2                  Building and covered carports.


                                      A-74
<PAGE>

                          SUBJECT PROPERTY PHOTOGRAPHS
                             BRICH CREEK APARTMENTS

                               [GRAPHIC OMITTED]

Photo 3                          Swimming pool.

                               [GRAPHIC OMITTED]

Photo 4                          Exercise Room.


                                      A-75
<PAGE>

                           BIRCH CREEK APARTMENTS
                           MOUNTAIN VIEW, CALIFORNIA

                           Prepared For

                           Merrill Lynch & Co.

                           June 1,1997

                           Prepared By

                           ARTHUR ANDERSEN LLP
                           Valuation Services Group
<PAGE>

                         [Letterhead of Arthur Andersen]

June 23, 1997

Mr. Anthony Rokovich
Merrill Lynch & Co.
World Financial Center - North Tower
26th Floor
New York, New York 10281

Re:   Birch Creek Apartments
      Mountain View, California

Dear Mr. Rokovich:

As requested, we have completed an updated restricted appraisal report of our
full-narrative appraisal, with a valuation date of December 1, 1996, of the
Birch Creek Apartments, Mountainview, California. We recommend that the reader
review this report in conjunction with the prior appraisal. The purpose of this
appraisal is to estimate the market value of the leased fee interest in the real
estate subject to the definition of market value, the general assumptions and
limiting conditions, and the certification as set forth in this restricted
appraisal update.

This is a Restricted Appraisal Report which is intended to comply with the
reporting requirements set forth under Standards Rule 2-2(c) of the Uniform
Standards of Professional Practice for a Restricted Appraisal Report. As such it
does not present discussions of the data, reasoning, and analysis that were used
in the appraisal process to develop the appraiser's opinion of value. Supporting
documentation concerning the data, reasoning and analyses is retained in the
appraisers file. The depth of discussion contained in this report is specific to
the needs of Merrill Lynch and for the intended use stated below. This report
may not be included or referred to in any Securities and Exchange Commission
filing of other public document. Arthur Andersen is not responsible for the
unauthorized use of this report and this report is subject to the attached
Statement of General Assumptions and Limiting Conditions.

REAL ESTATE APPRAISED: A 184 unit garden apartment complex located at 575 South
Rengstorff Avenue, Mountain View, California. The Birch Creek Apartments, built
in 1968, are situated on 6.4 acres with 162,000 square feet of net rentable
area.

PURPOSE OF THE APPRAISAL: The purpose of this restricted appraisal report is to
estimate the fair market value of the subject leasehold on a "free and clear"
basis. Market value means the most probable price which an asset should bring in
a competitive and open market under all conditions requisite to a fair sale, the
buyer and seller each acting prudently and knowledgeably, and assuming the price
is not affected by undue stimulus. Implicit in
<PAGE>

Mr. Anthony Rokovich
Page 2
June 23, 1997

this definition is the consummation of a sale as of a specified date and the
passing of title from seller to buyer under conditions whereby:

      1.    Buyer and seller are typically motivated;

      2.    Both parties are well informed or well advised, and acting in what
            they consider their own best interests;

      3.    A reasonable time is allowed for exposure in the open market;

      4.    Payment is made in terms of cash in US dollars or in terms of
            financial arrangements comparable thereto; and

      5.    The price represents the normal consideration for the property sold
            unaffected by special or creative financing or sales concessions
            granted by anyone associated with the sales.

For this engagement, market value will represent the consideration for the asset
sold on a "free and clear" basis, and unaffected by sales concessions granted by
anyone associated with the sale.

INTENDED USE OF REPORT: The purpose of this restricted appraisal update is to
assist the client, Merrill Lynch, in determining the fair market value of the
leasehold interest in the subject property located at 575 South Rengstorff
Avenue in Mountain View, California.

Arthur Andersen's maximum liability relating to services rendered under this
letter (regardless of form of action, whether in contract, negligence or
otherwise), shall be limited to the fees paid to Arthur Andersen for its
services under this agreement. In no event shall Arthur Andersen be liable for
consequential, special, incidental, or punitive loss, damage or expense
(including without limitation, lost profits, opportunity costs, etc.) even if it
has been advised of their possible existence.

Merrill Lynch shall indemnify and hold harmless Arthur Andersen and its
personnel from and against any claims, liabilities, costs and expenses
(including, without limitation, attorney's fees and the time of Arthur Andersen
personnel involved but excluding consequential, special incidental or punitive
damages) brought against, paid or incurred by Arthur Andersen at any time and in
any way arising out of a breach by Merrill Lynch of its obligations under this
agreement.
<PAGE>

Mr. Anthony Rokovich
Page 3
June 23, 1997

INTEREST VALUED: Leased Fee Interest

EFFECTIVE DATE OF VALUE: June 1, 1997

DATE OF REPORT: June 23,1997

APPRAISAL DEVELOPMENT AND REPORTING PROCESS: In preparing this appraisal, the
appraisers completed a number of independent investigations to update our
valuation analysis and conclusions. Unless a significant change was uncovered
during our field investigation or analysis, we relied on information, regarding
demographics and economic statistics, land policies, neighborhood data, and
zoning, collected during our previous appraisal dated December, 1996. The
subject and the surrounding areas were not re-inspected due to the recent date
of the last appraisal (six months). All phases of the Mountainview apartment
market were analyzed to compile current data and to identify recent trends.
Estimated income and occupancy levels, expenses, and income structures are based
upon our market analysis and updated information provided by American Apartment
Communities.

In addition to the comparable sales used in the previous appraisal, we also
initiated a diligent search for recent transactions. Our market research
indicated that there were no new comparable sales in the subject market since
our last appraisal in December, 1996 and we have thus relied upon the sales
comparison approach utilized in our previous analysis. The sales comparison
approach was employed as an alternative means to estimate value and was given
limited weight in our final value conclusion.

The Cost Approach is an appraisal procedure which is not applicable and it is
thus acceptable to exclude from the valuation analysis if it will not mislead or
confuse the intended user. Given the property type, age, and nature, the
intended use of the appraisal, the general lack of reliance on the Cost Approach
by typical investors in income producing properties, and that reasonable
appraisers do not believe it to be applicable, we believe the exclusion of the
Cost Approach will not confuse or mislead the intended user of the appraisal and
therefore does not constitute a departure from Standards 1 through 4.

The Income Approach is the most applicable for investment or income-producing
real estate. The strength in this approach is the sufficient market data to
estimate income, expenses, vacancy rate, capitalization rate, and discount
assumptions. Valuation techniques attempt to replicate the analysis performed by
investors when purchasing a property. In the case of the subject property, we
completed the Income Capitalization method as we determined this method would
most accurately reflect the true value of the subject property. Our updated
<PAGE>

Mr. Anthony Rokovich
Page 4
June 23, 1997

valuation considered the updated rent roll, operating expenses and capital
expenditure information provided by American Apartment Communities.

To develop the opinion of value, the appraiser performed a complete appraisal
process, as defined by the Uniform Standards of Professional Appraisal Practice.

This Restricted Appraisal Report sets forth only the appraisers conclusions.
Supporting documentation is retained in the appraiser's file.

HIGHEST AND BEST USE:

Highest and best use as though vacant: multifamily residential development at
the maximum allowable density.

Highest and best use as improved: continued use as an apartment complex with
ongoing upgrades of units when vacated to replace outdated carpets, appliances,
and other interior unit features

SALES COMPARISON APPROACH VALUE CONCLUSION:      $11,000,000
INCOME CAPITALIZATION APPROACH VALUE CONCLUSION: $11,100,000
FINAL MARKET VALUE CONCLUSION:                   $11,050,000

INDICATED EXPOSURE TIME:  9-12 months

ESTIMATED MARKETING TIME: 9-12 months

We appreciate the opportunity to work with you on this assignment. Please call
Brian Ginsberg at 212-708-8197, if you have any questions or if we can be of
further assistance.

Very truly yours,


/s/ Arthur Andersen LLP
<PAGE>

                                                                         ADDENDA
- --------------------------------------------------------------------------------

                                    ADDENDA
<PAGE>

                              INCOME CAPITALIZATION
                             BIRCH CREEK APARTMENTS
                                  JUNE 1, 1997

REVENUE
Gross Potential Rental Revenue                     $2,695,836
Variance/ Concessions                0.5%            ($13,479)
Vacancy                              3.0%            ($80,875)
                                                   ----------
Gross Effective Rent                               $2,601,481
Other Income                                          $40,000
Credit Loss                          1.0%            ($26,015)
                                                   ----------

Effective Gross Income                                            $2,615,466

EXPENSES
Payroll                                              $184,000
Maintenance                                          $184,000
Administration                                        $15,000
Utilities                                            $184,000
Taxes                                                $150,000
Insurance                                             $35,000
Management Fee                       3.5%             $91,541
Ground Lease Base Rent                               $418,200
Ground Lease Percentage Rent                          $52,309
Miscellaneous                                         $61,000
Reserve for Replacement           $350.00 /unit       $64,400
                                                   ----------

Total Expenses                                                    $1,439,451
                                                                 -----------

NET OPERATING INCOME                                              $1,176,016

CAPITALIZED AT                      9.75%

TOTAL VALUE BEFORE CAP X                                         $12,061,701

LESS CAPITAL EXPENDITURES                                          ($920,000)

TOTAL MARKET VALUE                                               $11,141,701
                                                                 $11,100,000 RD
<PAGE>

                                                                   CERTIFICATION
- --------------------------------------------------------------------------------

                                  CERTIFICATION

We, certify that, to the best of our knowledge and belief:

1.    The statements of fact contained in this report are true and correct.

2.    The reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions, and is our personal,
      unbiased professional analyses, opinions, and conclusions.

3.    We have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved.

4.    Our compensation is not contingent on an action or event resulting from
      the analyses, opinions, or conclusions in, or the use of, this report.
      Further, this appraisal assignment was not based on a requested minimum
      valuation, a specific valuation, or the approval of a loan.

5.    James T. Sullivan has made a personal inspection of the property that is
      the subject of this report. Brian E. Ginsberg has not inspected the
      property.

6.    James T. Sullivan has provided significant professional assistance to the
      persons signing this report.

7.    We certify that to the best of our knowledge and belief, the reported
      analyses, opinions and conclusions were developed, and this report has
      been prepared, in conformity with the requirements of the Uniform
      Standards of Professional Appraisal Practice (USPAP) adopted by the
      Appraisal Foundation, the Code of Professional Ethics and Standards of
      Professional Practice of the Appraisal Institute and FIRREA regulations.

8.    We certify that the use of this report is subject to the requirements of
      the Appraisal Institute relating to the review by its duly authorized
      representatives.

9.    As of the date of this report, I, Brian E. Ginsberg, MAI, have completed
      the requirements of the continuing education program of the Appraisal
      Institute.

10.   Our conclusion of the fair market leased fee value, as of June 1, 1997,
      was:

                      ELEVEN MILLION FIFTY THOUSAND DOLLARS
                                   $11,050,000


                                                     /s/ Brian E. Ginsberg

                                                     Brian E. Ginsberg, MAI
                                                     Manager, Valuation Services

James T. Sullivan
Contributing Appraiser
<PAGE>

                                                             LIMITING CONDITIONS
- --------------------------------------------------------------------------------

                   GENERAL ASSUMPTIONS AND LIMITING CONDITIONS

This appraisal report is subject to the following general assumptions and
limiting conditions:

      1.    No investigation has been made of, and no responsibility is assumed
            for, the legal description of the property being valued or legal
            matters, including title or encumbrances. Title to the property is
            assumed to be good and marketable unless otherwise stated. The
            property is assumed to be free and clear of any liens, easements or
            encumbrances unless otherwise stated.

      2.    Information furnished by others, upon which all or portions of this
            appraisal is based, is believed to be reliable, but has not been
            verified in all cases. No warranty is given as to the accuracy of
            such information.

      3.    This report has been made only for the purpose stated and shall not
            be used for any other purpose. Neither this report nor any portions
            thereof (including, without limitation, any conclusions, the
            identity of Arthur Andersen or any individuals signing or associated
            with this report, or the professional associations or organizations
            with which they are affiliated) shall be disseminated to third
            parties by any means without the prior written consent and approval
            of Arthur Andersen.

      4.    Subject to the provision of the "Fees" paragraph of the engagement
            letter to which this Statement is annexed, neither Arthur Andersen
            nor any individual signing or associated with this report shall be
            required by reason of this report to give further consultation,
            provide testimony, or appear in court or other legal proceedings
            unless specific arrangements therefor have been made.

      5.    This appraisal study has been made in conformance with the
            methodology outlined in the Uniform Standards of Professional
            Appraisal Practice of The Appraisal Foundation and FIRREA
            requirements.

      6.    No responsibility is taken for changes in market conditions and no
            obligation is assumed to revise this report to reflect events or
            conditions which occur subsequent to the appraisal date hereof.

      7.    It is assumed that all required licenses, certificates of occupancy,
            consents, or other legislative or administrative authority from any
            local, state, or national government or private entity or
            organization have been or can readily be obtained or renewed for any
            use on which the value estimates contained in this report are based.

      8.    Full compliance with all applicable federal, state and local zoning,
            use, occupancy, environmental and similar laws and regulations is
            assumed, unless otherwise stated.

      9.    Responsible ownership and competent property management are assumed.
<PAGE>

                                                             LIMITING CONDITIONS
- --------------------------------------------------------------------------------

      10.   Areas and dimensions of the property were obtained from sources
            believed to be reliable. Maps or sketches, if included in this
            report, are only to assist the reader in visualizing the property
            and no responsibility is assumed for their accuracy. No independent
            surveys were conducted.

      11.   It is assumed that there are no hidden or unapparent conditions of
            the property, subsoil, or structures that render it more or less
            valuable. No responsibility is assumed for such conditions or for
            arranging engineering studies that may be required to discover them.

      12.   No soil analysis or geological studies were ordered or made in
            conjunction with this report, nor was an investigation made of any
            water, oil, gas, coal, or other subsurface mineral and use rights or
            conditions.

      13.   We have not been engaged nor are we qualified to detect the
            existence of hazardous material which may or may not be present on
            or near the properties. The presence of potentially hazardous
            substances such as asbestos, urea-formaldehyde foam insulation,
            industrial wastes, etc. may affect the value of the properties. The
            value estimates herein are predicated on the assumption that there
            is no such material on, in, or near the property that would cause a
            loss in value. No responsibility is assumed for any such conditions
            or for any expertise or engineering knowledge required to discover
            them. The client should retain an expert in this field if further
            information is desired.

      14.   Arthur Andersen's maximum liability relating to services rendered
            under this letter (regardless of form of action, whether in
            contract, negligence or otherwise), shall be limited to the fees
            paid to Arthur Andersen for its services under this agreement. In no
            event shall Arthur Andersen be liable for consequential, special,
            incidental, or punitive loss, damage or expense (including without
            limitation, lost profits, opportunity costs, etc.) even if it has
            been advised of their possible existence.

      15.   Merrill Lynch & Co. shall indemnify and hold harmless Arthur
            Andersen and its personnel from and against any claims, liabilities,
            third party costs and expenses (including, without limitation,
            attorney's fees but excluding the time of Arthur Andersen personnel
            involved, consequential, special incidental or punitive damages)
            brought against, paid or incurred by Arthur Andersen at any time and
            in any way arising out of a breach by Merrill Lynch of its
            obligations under this agreement.



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

               COMPLETE APPRAISAL 
               OF REAL PROPERTY

               Office Building
               One Orlando Center
               800 North Magnolia Avenue
               Orlando, Florida

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


               IN A SELF-CONTAINED REPORT 

               As of September 23,1997



               Prepared For:

               Merrill Lynch
               World Financial Center
               North Tower
               New York, New York 10281-1326



               Prepared By:

               Cushman & Wakefield, Inc.
               Valuation Advisory Services
               51 West 52nd Street, 9th Floor
               New York, New York 10019
<PAGE>

                    [LETTERHEAD OF CUSHMAN & WAKEFIELD, INC.]


October 6, 1997


Mr. Edward J. Welch
Director
Investment Banking
Merrill Lynch
Corporate and Institutional Client Group
World Financial Center, 26th Floor
New York, New York 10281-1326

Re:   Complete Appraisal of Real Property 
      Office Building 
      One Orlando Center
      Orlando, Florida

Dear Mr. Welch:

      In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield, Inc. is pleased to transmit our report estimating the
market value of the leased fee estate in the referenced real property, as of
September 23,1997.

      As specified in the Letter of Engagement, the value opinion reported below
is qualified by certain assumptions, limiting conditions, certifications, and
definitions, which are set forth in the report.

This report was prepared for Merrill Lynch and its affiliates (collectively,
"Client"). The Client, rating agencies, and certain limited investors involved
in the types of securitizations described below may use and rely on the
Appraisal Report in its entirety and we will not require an indemnification
agreement. Said securitizations may be either of the following two types:

      a)    A private placement Rule 144A offering to "qualified institutional
            buyers", as defined by Rule 144A ("Private Offering") or

      b)    If the property appraised will be part of a pool of properties owned
            by various non affiliated owners which will be the subject of a debt
            offering ("Pooled Offering").

      In the case of Pooled Offering, Client may accurately disclose the
appraised value and the identity of our firm as the firm which prepared the
report in the Offering Document. In the case of a Private Offering, you must
obtain our prior written approval of any reference to our work and firm in the
private placement memorandum.

      The property was inspected by and the report was prepared by Eric B.
Lewis, MAI.
<PAGE>

Mr. Edward J. Welch
Director
Investment Banking
Merrill Lynch
Corporate and Institutional Client Group       Page 2            October 6, 1997


      As a result of our analysis, we have formed an opinion that the market
value of the leased fee estate in the referenced property, subject to the
assumptions, limiting conditions, certifications, and definitions, as of
September 23,1997, was:

                           FIFTY FIVE MILLION DOLLARS
                                   $55,000,000

      This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.

Respectfully submitted,

CUSHMAN & WAKEFIELD, INC.



/s/ Eric B. Lewis

Eric B. Lewis, MAI
Director
Valuation Advisory Services
State of Florida Certified General Real
Estate Appraiser No. RZ-0002224


EBL:sjr
NY97-626.DOC
<PAGE>

                                        SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Type:                 Office Building

Name/Location:                 One Orlando Center
                               800 North Magnolia Avenue
                               Orlando, Florida

Assessor's Parcel Number:      23-22-29-5640-01001

Interest Appraised:            Leased Fee Estate

Date of Value:                 September 23,1997

Date of Inspection:            September 23,1997

Ownership:                     Magnolia Associates, Ltd.

Land Area:                     5.53+ /- acres

Zoning:                        AC-3A/T Downtown Activity Core
                               Center District

Highest and Best Use
    If Vacant:                 Eventual development as an office building.

    As Improved:               Existing use as a multi-tenanted office building.

Improvements
    Type:                      The subject is a 19-story multi-tenanted, Class A
                               office building with detached parking garage.

    Year Built:                1987

    Type of Construction:      Structural steel and masonry with stone and glass
                               exterior

    Size
      Rentable Area:           357,181+/- SF

      Gross Area:              383,59+/- SF

    Condition:                 Very Good
<PAGE>

                                        Summary of Salient Facts and Conclusions
================================================================================

Value Indicators

   Cost Approach:                          n/a

   Sales Comparison Approach:              $54,000,000

   Income Capitalization Approach-Discounted Cash Flow
     Income Growth Rate:                   4.7% year 1 ($1/sf rent increase) 3% 
                                           thereafter
     Expense Growth Rate:                  3%
     Tenant Improvements
     Vacant Space/New Leases:              $10.00/SF year 1,
                                           increasing at 3% per year
     Vacancy Between Tenancies:            6 months weighted for renewal
                                           probability.
     Renewal Probability:                  65%
     Terminal Overall Rate:                9.0%
     Cost of Sale at Reversion:            2.5%
     Discount Rate:                        11.0%

Indicated Value:
   Income Capitalization Approach:         $56,000,000

Value Conclusion:                          $55,000,000

Estimated Marketing Time:                  12 months or less

Special Assumptions:

      1.    We have been provided with abstracts of the lease agreements in
            place at the subject property. We have relied on the accuracy of
            these abstracts in the valuation of the subject property. Should any
            of the information in the abstracts be found to be inaccurate, a
            material adjustment to the value conclusion in this report could
            result.

      2.    Please refer to the complete list of Assumptions and Limiting
            Conditions included at the end of this report.
<PAGE>

                                                 PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================


                                 [PHOTO OMITTED]


         Subject property looking northwest from North Magnolia Avenue.
<PAGE>

                                                 Photographs of Subject Property
================================================================================


                                [PHOTO OMITTED]


                      Subject property looking southeast.
<PAGE>

                                                 Photographs of Subject Property
================================================================================


                                [PHOTO OMITTED]


           Subject property looking north from North Magnolia Avenue.



                                [PHOTO OMITTED]


                Subject property looking northeast from Route 50.
<PAGE>

                                                 Photographs of Subject Property
================================================================================


                                [PHOTO OMITTED]


         Subject property looking southwest from North Magnolia Avenue.


                                [PHOTO OMITTED]


             Subject property looking southeast from Orange Avenue.
<PAGE>

                                                 Photographs of Subject Property
================================================================================


                                [PHOTO OMITTED]


           Subject property looking south from neighboring property.


                                [PHOTO OMITTED]


                        Parking garage looking northeast.
<PAGE>

                                                 Photographs of Subject Property
================================================================================


                                [PHOTO OMITTED]


                       Subject loading area looking east.



                                [PHOTO OMITTED]


                    Subject entrance drive looking southeast
<PAGE>

                                                 Photographs of Subject Property
================================================================================


                                [PHOTO OMITTED]


                      Subject entrance drive looking east.



                                [PHOTO OMITTED]


                       Interior view showing main lobby.
<PAGE>

                                                 Photographs of Subject Property
================================================================================


                                [PHOTO OMITTED]


                  Interior view showing typical elevator lobby.



                                [PHOTO OMITTED]


              Interior view showing 18th & 19th floor office space.
<PAGE>

                                                 Photographs of Subject Property
================================================================================


                                [PHOTO OMITTED]


                  Interior view showing typical office space.



                                [PHOTO OMITTED]


                    Interior view showing typical bathroom.
<PAGE>

                                                 Photographs of Subject Property
================================================================================


                                [PHOTO OMITTED]


     Street scene looking north on Orange Avenue (subject is on the right)



                                [PHOTO OMITTED]


     Street scene looking south on Orange Avenue (subject is on the left).
<PAGE>

                                                 Photographs of Subject Property
================================================================================


                                [PHOTO OMITTED]


     Street scene looking east on Park Lane Street (subject is on the left)



                                [PHOTO OMITTED]


    Street scene looking west on Park Lane Street (subject is on the right).
<PAGE>

                                                 Photographs of Subject Property
================================================================================


                                [PHOTO OMITTED]


  Street scene looking north on North Magnolia Avenue (subject is on the left).



                                [PHOTO OMITTED]


 Street scene looking south on North Magnolia Avenue (subject is on the right).
<PAGE>

                                                 Photographs of Subject Property
================================================================================


                                [PHOTO OMITTED]


      Street scene looking west on Marks Street (subject is on the left).
<PAGE>

                                                               TABLE OF CONTENTS
================================================================================

                                                                            Page

INTRODUCTION .................................................................1
    Identification of Property ...............................................1
    Property Ownership and Recent History ....................................1
    Purpose and Function of the Appraisal ....................................1
    Extent of the Appraisal Process ..........................................1
    Dates of Value and Property Inspection ...................................2
    Property Rights Appraised ................................................2
    Definitions of Value, Interest Appraised, and Other Pertinent Terms ......2
    Legal Description ........................................................3

ORLANDO REGIONAL ANALYSIS ....................................................5

MARKET AREA ANALYSIS ........................................................13

ORLANDO OFFICE MARKET ANALYSIS ..............................................19

PROPERTY DESCRIPTION ........................................................27
    Site Description ........................................................27
    Improvements Description ................................................28

REAL PROPERTY TAXES AND ASSESSMENTS .........................................32

ZONING ......................................................................34

HIGHEST AND BEST USE ........................................................35

VALUATION PROCESS ...........................................................37

SALES COMPARISON APPROACH ...................................................38

INCOME CAPITALIZATION APPROACH ..............................................41

RECONCILIATION AND FINAL VALUE ESTIMATE .....................................52

ASSUMPTIONS AND LIMITING CONDITIONS .........................................54

SPECIAL ASSUMPTIONS .........................................................56

ADDENDA .....................................................................58
<PAGE>

                                                                    INTRODUCTION
================================================================================

Identification of Property

      The subject property consists of a multi-tenant, 19-story, Class A office
building with separate parking garage. The property is located on the west side
of Magnolia Avenue, between Park Lane Street and Marks Street in the City of
Orlando, Orange County, Florida. The property is known as One Orlando Center.
The street address is 800 North Magnolia Avenue, Orlando, Florida. The property
is identified on the Tax Rolls of the City of Orlando as parcel number
23-22-29-5640-01001.

Property Ownership and Recent History

      The leased fee estate in the property is owned by Magnolia Associates,
Ltd. which purchased the property from Olympia & York on March 1, 1994 for a
reported consideration of $29,597,600 as recorded in the Orange County land
records in Book 4706, Page 2478. At the time of sale, the property was
reportedly 50 percent occupied. The current owners subsequently leased the
property to its present 100 percent occupancy. There have been no other
arms-length transfers of the subject property over the past five years.

Purpose and Function of the Appraisal

      The purpose of the appraisal is to estimate the market value of the leased
fee estate in the property, based upon prevailing market conditions, as of
September 23,1997. The function of this appraisal is its use by Merrill Lynch in
conjunction with a mortgage financing on a portfolio of properties including the
subject.

Extent of the Appraisal Process

      In the process of preparing this appraisal, we:

      o     Inspected the exterior of the building, the site improvements and a
            representative sample of tenant spaces.

      o     Interviewed a representative of the management company and the
            leasing agent for the property.

      o     Reviewed leasing policy, concessions, tenant build-out allowances
            and history of recent rental rates and occupancy with the building
            manager and leasing personnel.

      o     Reviewed a detailed history of income and expense and a budget
            forecast for 1997 including the budget for planned capital
            expenditures and repairs.

      o     Conducted market research of occupancies, asking rents, concessions
            and operating expenses at competing buildings including interviews
            with on-site managers and a review of our own leasing data base from
            previous appraisal files.

      o     Prepared an estimate of stabilized income and expense (for
            capitalization purposes).


================================================================================

                                       -1-
<PAGE>

                                                                    Introduction
================================================================================

      o     Conducted market inquiries into recent sales of similar buildings to
            ascertain sales price per square foot, effective gross income
            multipliers and capitalization rates. This process involved
            telephone interviews with sellers, buyers and/or participating
            brokers. (See detailed sales write-ups in Addenda for more complete
            information on the verification process.)

      o     Prepared Sales Comparison and Income Capitalization Approaches to
            value.

Dates of Value and Property Inspection

      The date of value is September 23,1997 which coincides with our most
recent inspection of the property.

Property Rights Appraised 

      Leased fee estate.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

      The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice of the Appraisal Foundation, is as follows:

      The most probable price which a property should bring in a competitive and
      open market under all conditions requisite to a fair sale, the buyer and
      seller, each acting prudently and knowledgeably, and assuming the price is
      not affected by undue stimulus. Implicit in this definition is the
      consummation of a sale as of a specified date and the passing of title
      from seller to buyer under conditions whereby:

      1.    Buyer and seller are typically motivated;

      2.    Both parties are well informed or well advised, and acting in what
            they consider their best interests;

      3.    A reasonable time is allowed for exposure in the open market;

      4.    Payment is made in terms of cash in United States dollars or in
            terms of financial arrangements comparable thereto; and

      5.    The price represents the normal consideration for the property sold
            unaffected by special or creative financing or sales concessions
            granted by anyone associated with the sale.

      Exposure Time

      Under Paragraph 3 of the definition of market value, the values estimate
      presumes that "a reasonable time is allowed for exposure in the open
      market." Exposure time is defined as the estimated length of time the
      property interest being appraised would have been offered on the market
      prior to the hypothetical consummation of a sale at the market value on
      the effective date of the appraisal. Exposure time is presumed to precede
      the effective date of the appraisal.


================================================================================

                                       -2-
<PAGE>

                                                                    Introduction
================================================================================

      Definitions of pertinent terms taken from the Dictionary of Real Estate
Appraisal, Third Edition (1993), published by the Appraisal Institute, are as
follows:

      Leased Fee Estate

      An ownership interest held by a landlord with the rights of use and
      occupancy conveyed by lease to others. The rights of the lessor (the
      leased fee owner) and the leased fee are specified by contract terms
      contained within the lease.

      Definitions of other terms taken from various other sources are as
      follows:

      Market Value As is on Appraisal Date

      Value of the property appraised in the condition observed upon inspection
      and as it physically and legally exists without hypothetical conditions,
      assumptions, or qualifications on the effective date of appraisal.

Legal Description

      The subject property is identified as Parcel No. 23-22-29-5640-01001. We
have been provided with a legal description of the property which is included in
the addenda to this report.


================================================================================

                                       -3-
<PAGE>

                             [REGIONAL MAP OMITTED]


                                  REGIONAL MAP
<PAGE>

                                                       ORLANDO REGIONAL ANALYSIS
================================================================================

      The intent of the Regional Analysis is to review all relevant historical
and projected economic and demographic data to determine whether the subject
market area and neighborhood are likely to experience economic growth, stability
or decline in the future. These trends are correlated based on their propensity
to reflect lodging demand variations.

Market Area Definition and General Geographic Character

      The subject property is located in the City of Orlando, Orange County,
Florida. The primary market is considered to be the Orlando Metropolitan
Statistical Area (MSA), which includes the counties of Lake, Orange, Osceola,
and Seminole, in the State of Florida.

Area Economic and Demographic Data

      As previously mentioned, the subject property is located in one of the
nation's Metropolitan Statistical Areas (MSA) known as the Orlando MSA. Economic
and demographic data for the MSA, as well as the County of Orange, and the
nation as a whole, were obtained from Woods and Poole Economics. Data from other
sources is noted where appropriate. The Woods and Poole data is summarized on
the following page. Dollar amounts are adjusted to a 1987 base for each
representative year; thus the real change represents growth or decline without
inflation.

      The Woods and Poole data shows that the Orlando MSA, as well as the County
of Orange, have experienced strong growth in the categories of income,
population, employment, and retail sales categories during the period 1970-1980.
The period 1980 through 1990 displayed continued strong growth in the same
categories as that of the previous decade, while more recently, during the
period 1990 through 1995, growth has continued in all of these categories at a
more moderate pace than that of the previous two decades. Forecasts for the
period 1995 through 2000 show expected growth levels similar to those of the
period 1990 through 1995.


================================================================================

                                       -5-
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
ORLANDO, FL

- ------------------------------------------------------------------------------------------------------------------------------------
                                                  1970         1980         1985         1990        1995         1997         2000 
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>          <C>          <C>          <C>         <C>          <C>          <C>         
Population and Income Data
Resident Population (Thousands)
ORLANDO, FL                                      529.7        813.4        996.3      1,239.1     1,390.6      1,501.4      1,667.2 
                                               6,864.9      9,841.1     11,351.1     13,019.1    14,165.6     14,734.3     15,578.8 
USA                                          203,982.3    227,225.6    237,924.7    249,403.0   262,778.1    267,607.3    274,581.0 
Personal Income (Millions)*
ORLANDO, FL                                    6,777.2     13,113.9     17,990.8     23,299.3    27,941.5     30,474.4     34,904.7 
                                              91,526.3    165,436.5    212,379.0    263,298.6   303,771.2    324,123.5    356,544.0 
USA                                        2,796,010.0  3,861,549.0  4,443,363.0  5,011,216.0 5,573,393.0  5,804,863.0  6,172,122.0 
Per Capita Personal Income*
ORLANDO, FL                                     12,793       16,123       18,057       18,803      20,093       20,297       20,936 
                                                13,333       16,811       18,710       20,224      21,444       21,998       22,887 
USA                                             13,707       16,994       18,675       20,093      21,210       21,692       22,478 
Number of Households (Thousands)
ORLANDO, FL                                     169.92       298.28       373.74       467.61      516.21       558.68       622.14 
Persons per Household
ORLANDO, FL                                       3.01         2.66         2.60         2.58        2.63         2.62         2.62 
                                                  2.87         2.54         2.48         2.46        2.51         2.51         2.50 
USA                                               3.08         2.74         2.68         2.63        2.64         2.63         2.61 
Mean Household Income*
ORLANDO, FL                                     38,789       43,107       47,226       48,781      53,063       53,522       55,099 
                                                38,584       42,885       46,641       50,055      54,021       55,337       57,464 
USA                                             42,571       46,806       50,267       53,149      56,251       57,295       59,023 
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
Employment Data (Thousands)
Total Employment                                 231.9        416.9        563.2        751.3       873.1        904.9        992.5 
Construction                                      19.9         28.0         44.3         51.4        52.4         53.7         57.4 
Manufacturing                                     23.4         40.2         53.8         60.4        53.8         55.8         58.5 
Transportation and Utilities (TCPU)               10.6         18.8         26.4         35.7        47.3         49.5         54.9 
Wholesale Trade                                   14.9         24.1         31.4         37.6        43.3         43.9         46.5 
Retail Trade                                      38.5         70.9        101.0        140.1       160.0        168.2        185.8 
Finance, Insurance and  Real Estate (FIRE)        18.4         39.1         49.3         60.3        68.9         71.1         77.6 
Services                                          48.2        110.3        169.0        255.5       332.7        352.8        396.2 
Government                                        41.4         59.7         59.7         67.8        63.7         60.0         15.3 
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
Retail Sales Data (Millions)*
ORLANDO, FL                                    3,969.4      6,965.9      9,878.9     12,459.4    14,374.6     15,410.1     17,289.7 
                                              50,331.5     80,775.4    102,393.8    119,153.8   136,161.4    140,561.3    150,059.1 
USA                                        1,271,773.0  1,636,426.0  1,820,063.0  1,926,189.0 2,136,866.0  2,160,626.0  2,239,888.0 
Retail Sales By Category (Millions)*
General Merchandise                              550.4        760.4        979.8      1,387.8     1,697.2      1,839.3      2,092.0 
Apparel and Accessories                          147.5        273.3        414.6        620.1       731.7        775.4        863.8 
Furniture, Home Furnishing                       177.2        306.4        466.7        553.8       694.8        751.9        848.9 
Eating and Drinking Places                       280.7        699.3      1,071.2      1,603.4     1,921.4      2,096.0      2,407.8 
Miscellaneous Retail Stores                      379.7        648.0        959.2      1,146.5     1,162.2      1,213.4      1,339.5 
GAF Total                                        875.1      1,340.1      1,861.1      2,561.8     3,123.8      3,366.7      3,804.7 
- ------------------------------------------------------------------------------------------------------------------------------------

Real Dollars 1992                                                                                              Source: Woods & Poole
====================================================================================================================================

<CAPTION>
                                            -------------------------------------------------------------
                                                                   Average Annual Compounded Change
                                                   2010      1970-80  1980-90  1985-95   1990-97  1990-10
- ------------------------------------------  -------------------------------------------------------------

- ------------------------------------------  -------------------------------------------------------------
<S>                                         <C>                <C>      <C>      <C>       <C>      <C>  
Population and Income Data
Resident Population (Thousands)
ORLANDO, FL                                     2,203.1        5.35%    5.23%    3.96%     3.02%    4.67%
                                               18,366.4        4.34%    3.23%    2.48%     1.88%    2.47%
USA                                           297,640.7        1.14%    0.98%    1.04%     1.04%    1.12%
Personal Income (Millions)*
ORLANDO, FL                                    51,695.5        9.35%    7.77%    5.53%     4.40%    6.96%
                                              479,162.6        8.08%    5.92%    4.30%     3.30%    4.78%
USA                                         7,528,738.0        3.81%    2.98%    2.54%     2.26%    2.97%
Per Capita Personal Income*
ORLANDO, FL                                      23,465        2.60%    1.66%    1.13%     1.14%    1.56%
                                                 26,089        2.61%    2.03%    1.46%     1.25%    1.86%
USA                                              25,295        2.40%    1.82%    1.36%     1.14%    1.66%
Number of Households (Thousands)
ORLANDO, FL                                      824.62        7.55%    5.68%    3.81%     2.78%    4.76%
Persons per Household
ORLANDO, FL                                        2.62       -1.16%   -0.30%    0.12%     0.22%    0.00%
                                                   2.50       -1.15%   -0.31%    0.12%     0.29%   -0.04%
USA                                                2.57       -1.10%   -0.40%   -0.15%     0.00%   -0.23%
Mean Household Income*
ORLANDO, FL                                      61,656        1.11%    1.32%    1.24%     1.39%    1.52%
                                                 65,420        1.11%    1.67%    1.58%     1.51%    1.82%
USA                                              65,447        0.99%    1.36%    1.19%     1.11%    1.42%
- ------------------------------------------  -------------------------------------------------------------

- ------------------------------------------  -------------------------------------------------------------
Employment Data (Thousands)
Total Employment                                1,278.1        7.98%    8.02%    5.50%     2.92%    4.12%
Construction                                       69.5        4.03%    8.37%    1.82%     0.65%    2.94%
Manufacturing                                      65.7        7.18%    5.03%    0.01%    -1.09%    1.77%
Transportation and Utilities (TCUP)                72.8        7.78%    9.01%    7.92%     5.54%    4.70%
Wholesale Trade                                    54.7        6.13%    5.60%    3.80%     2.40%    2.47%
Retail Trade                                      240.8        8.39%    9.76%    5.85%     2.66%    4.32%
Finance, Insurance and  Real Estate (FIRE)         99.8       11.24%    5.44%    3.96%     2.55%    4.04%
Services                                          541.9       12.89%   13.16%    9.69%     5.44%    5.36%
Government                                         69.6        4.43%    1.35%    0.68%    -1.63%    1.59%
- ------------------------------------------  -------------------------------------------------------------

- ------------------------------------------  -------------------------------------------------------------
Retail Sales Data (Millions)*
ORLANDO, FL                                    24,661.7        7.55%    7.89%    4.55%     3.38%    6.00%
                                              190,620.8        6.05%    4.75%    3.30%     2.57%    3.56%
USA                                         2,621,164.0        2.87%    1.77%    1.74%     1.74%    2.13%
Retail Sales By Category (Millions)*
General Merchandise                             3,090.3        3.82%    8.25%    7.32%     4.65%    6.80%
Apparel and Accessories                         1,219.8        8.53%   12.69%    7.65%     3.58%    5.73%
Furniture, Home Furnishing                      1,224.5        7.29%    8.08%    4.89%     5.11%    6.28%
Eating and Drinking Places                      3,678.7       14.91%   12.93%    7.94%     4.39%    7.55%
Miscellaneous Retail Stores                     1,874.8        7.06%    7.69%    2.12%     0.83%    5.45%
GAF Total                                       5,534.5        5.31%    9.12%    6.78%     4.49%    6.44%
- ------------------------------------------  -------------------------------------------------------------

Real Dollars 1992                                                                   Source: Woods & Poole
=========================================================================================================
</TABLE>
<PAGE>

                                                       Orlando Regional Analysis
================================================================================

Orlando Metropolitan Area

      The constantly changing nature of economic relationships within a market
area have a direct bearing on real estate values and the long-term quality of a
real estate investment. In the market, the value of a property is not based
solely on the price paid for it in the past or the cost of its creation, but on
what benefits buyers and sellers perceive it will provide in the future.
Consequently, the attitude of the market toward a property within a specific
neighborhood or market area reflects the probable future trend of that
neighborhood.

      Since real estate is an immobile asset, economic trends affecting its
locational quality in relation to other competing properties within its market
area will also have a direct effect on its value as an investment. To accurately
reflect such influences, it is necessary to examine the past and probable future
trends which may affect the economic structure of the market area and evaluate
their impact on the market potential of the subject.

      This section of the analysis will isolate and examine the discernible
economic trends in the area which influence and create value for the subject
property.

      The Orlando Metropolitan Statistical Area (MSA) is located in the
geographical center of Florida and covers approximately 2,558 square miles in
Orange (910 square miles), Seminole (298 square miles) and Osceola (1,350 square
miles) Counties. Orlando, Winter Park and south Seminole County comprise the
primary population base which covers approximately 300 square miles and is the
growing hub of activity in Central Florida. The city of Orlando encompasses 43
square miles.

      In 1982, Walt Disney World completed construction of its $800 million
EPCOT (Experimental Prototype Community of Tomorrow) development. Disney World
employment reached some 20,000 persons. During EPCOT's first year in operation,
Disney World attendance reached 22.3 million persons, up from 12 to 14 million
persons in previous years. In January 1989, Walt Disney World announced the
opening of their MGM Studios tour with an accompanying national advertising
program. A fourth Disney attraction, the 500-acre Wild Animal Kingdom is
scheduled to open in the spring of 1998. In late 1997, the 200-acre Walt Disney
World International Sports Complex will open. This facility will accommodate
professional training and competition facilities for a variety of sports.

      Today, Walt Disney World, the most visited tourist destination in the
world, continues to be the major impetus for economic growth in Orlando.
Commercial and financial interests have also been fostered by the tourism
industry, combining to make Orlando one of the fastest growing MSA's in the
United States.

      The fourth phase of the Orange County Convention/Civic Center's expansion
was completed in August, 1996. The final phase, scheduled to be completed in
January, 1998, will increase the Center's size to 1,100,000 square feet of
contiguous exhibition space, all on one level. Upon completion of its expansion,
the Center will be the sixth largest convention center in the United States. The
facility broadens the appeal of the Orlando metropolitan area as a tourist and
convention destination. The Orange County Courthouse (a $133,000,000
development), is expected to be completed in late 1997.


================================================================================

                                       -7-
<PAGE>

                                                       Orlando Regional Analysis
================================================================================

      The continued strengthening of the Orlando area as a major tourist
destination, coupled with the establishment of the region as a center for
banking and high technology industries, has had a positive impact on area
population growth. During the 1970's, as Disney established itself in Central
Florida, the Orlando MSA grew at a 4.4 percent compound annual rate. As the
state and nation suffered through a recession in the early 1980's, Orlando's
growth continued unaltered, reaching a population of 862,700 in 1985. As of
1990, population of the MSA was reported at 1,072,748 persons. As of 1995, the
Orlando MSA population was estimated at 1,214,314 persons. The following table
illustrates the rapid growth of the area with estimates for projected growth in
the future.

         ==============================================================
                     Population History and Projected Growth

                       Orange      Seminole      Osceola       Orlando
             Year      County       County       County          MSA
             ----      ------       ------       ------          ---

             1960      263,540      54,947        19,029       337,516
             1970      344,311      83,692        25,267       453,270
             1980      470,865     179,752        49,287       699,904
             1985      554,659     229,937        77,374       862,700
             1989      668,649     289,035        99,819     1,032,636
             1990      677,491     287,529       107,728     1,072,748
             1995*     752,387     331,827       130,100     1,214,314
             2000*     821,500     395,000       157,000     1,373,500
                                                             
          *Projections                                     
          Source: U.S. Census Bureau
         ==============================================================

      Future population growth in the Orlando MSA is expected to slow
significantly from the 1970 and 1980 paces. Nonetheless, projections indicate
compound annual growth rates of 2.5 percent between the years 1990 and 2000,
nearly double the growth rate projected for Florida, for the same period.
Furthermore, while significantly down from the boom of 1987, when population
grew by 85,000 persons, projections indicate the area will welcome nearly 30,000
new residents annually during the 1990's.

      The economic base of the Orlando area is becoming increasingly diversified
with less dependence on any one sector. However, approximately 59.7 percent of
the total labor force is spread among wholesale and retail trade and services.
Government is the third largest employer with 12.3 percent of the labor force.
The most recent annual average employment figures were available from Florida
Department of Commerce. These figures indicate that manufacturing constitutes
7.35 percent of the total labor force; wholesale and retail trade constitutes
21.35 percent; services constitutes 45.94 percent; and government constitutes
10.34 percent.


================================================================================

                                       -8-
<PAGE>

                                                       Orlando Regional Analysis

================================================================================

      Between 1993 and 1995, the services sector has outpaced wholesale and
retail trade, which historically has dominated the Orlando economy. The primary
catalyst of this employment growth is Orlando's tourism industry, which
continues to expand. The employment by industry category is shown in the
following table.

         ==============================================================
                         Employment by Industry category
                                   Orlando MSA

                                                            Percent of
          Industry                            Number          Total

          Manufacturing                        48,600         7.35%
          Construction                         30,300         4.58%
          wholesale & Retail Trade            141,200        21.35%
          Services                            303,800        45.94%
          Finance, Insurance & Real Estate     33,000         4.99%
          Transportation & Public Utilities    30,000         4.54%
          Government                           68,400        10.34%
          Other                                 6,000          .9l%
                                                             -----
          Total                               661,300        100.0%

          Source: Florida Department of Commerce
         ==============================================================

      Projections indicate continued rapid expansion in the region's economy.
Roughly 250,000 new jobs are expected to be created by the year 2000, with
services, trade and high technology manufacturing cornering the largest share of
this growth. Furthermore, with the civilian labor force expanded by a projected
75,000 persons between 1990 and 1995. Based on these factors, the Orlando area
should ensure future growth by offering an adequate labor force for corporate
expansion and relocation.

      Today, the area's major employers are household names in the tourism,
banking, publishing, and high technology manufacturing fields. The table on the
following page presents largest employers in the area by county.


================================================================================

                                       -9-
<PAGE>

                                                       Orlando Regional Analysis
================================================================================

================================================================================
                          TOP 10 EMPLOYERS BY COUNTY

- --------------------------------------------------------------------------------
               EMPLOYER                               NUMBER OF EMPLOYEES
- --------------------------------------------------------------------------------
                                  ORANGE COUNTY

Waft Disney World                                            34,600
Orange County Public Schools                                 19,067
Orlando Naval Training Center                                17,615
Martin Marietta Elect., Inf. & Mis. Group                     9,000
Florida Hospital                                              6,277
AT&T Information Systems                                      5,200
Orange County Government                                      5,031
Orlando Regional Healthcare System                            5,000
Winn Dixie Stores/Orlando                                     3,177
City of Orlando                                               3,100
- --------------------------------------------------------------------------------
                                 SEMINOLE COUNTY

- --------------------------------------------------------------------------------
Seminole County Sonools                                       5,500
Siemens Stromberg-Carlson                                     1,934
Florida Hospital/Altamonte                                    1,177
American Automobile Association                               1,131
Seminole County Government                                    1,008
HCA Central Florida Regional Hospital                           738
Tri-City Electrical Contractors, Inc.                           654
United Telephone                                                649
Seminole County Sheriffs Department                             539
City of Altamonte Springs                                       462
- --------------------------------------------------------------------------------
                                 OSCEOLA COUNTY
- --------------------------------------------------------------------------------
Osceola County Public Schools                                 3,000
Tupperware Worldwide                                            620
City of Kissimmee                                               579
Osceola County                                                  557
Days Suites Complex                                             510
Humana Hospital Kissimmee                                       500
Hyatt Orlando                                                   475
City of St. Cloud                                               320
Ramada Resort                                                   305
Kissimmee Good Samaritan Village                                300
================================================================================

                     Source: Florida Department of Commerce

      Expansion and relocation activities continue to be a source of economic
strength for the area. According to a representative of the Economic Development
Commission of Central Florida, nearly 200 companies either expanded or relocated
in the Orlando area between 1994 and 1995. This pace of expansions and
relocations is expected to continue into 1997. The


================================================================================

                                      -10-
<PAGE>

                                                       Orlando Regional Analysis
================================================================================

recent expansions and relocations generated or saved approximately 6,800 jobs,
1.8 million square feet of commercial and industrial space, and $220 million in
capital investment. Companies which have recently announced their relocation to
or expansion in the Orlando area include Airship International, ECI Telecom,
Elson Thermoplastics, Florida Polymers, Healthco International, IBAX Healthcare,
Lazerdata Corp., Maynard Electronics, Stanley Door Systems, Texas Instruments
and Wurth Tools.

      The strength of the Orlando economy is also illustrated in the area's
unemployment rate. unemployment in the Orlando area has consistently bettered
the national and state rates. The following table outlines unemployment rates
for Osceola County, Orange County and the Orlando MSA.

================================================================================
        Year         Osceola Country     Orange County     Orlando MSA
================================================================================
        1990              4.8                 5.5              5.7
        1991              6.2                 6.8              6.8
        1992              7.8                 7.4              7.5
        1993              6.3                 6.2              6.2
        1994              5.8                 6.5              6.3
        1995              4.8                 4.5              4.5
        1996 (Dec.)       3.5                 3.2              3.2
================================================================================

      The Orlando area has a central location and is accessible by all modes of
transportation. Highway accessibility is good via Interstate 4, which runs
northeast to southwest through the mid-section of the area. This highway also
connects to Interstate 95 at Daytona Beach and Interstate 75 near Tampa, thereby
providing convenient access to other areas of the state and nation. In addition,
the Florida Turnpike is located in the western portion of the area. This toll
road connects to Interstate 75 north of Leesburg and extends south to Miami.
There are also numerous local arteries which provide convenient access to
specific points within the region.

      Rail transportation is provided by the Seaboard Coastline Railroad and by
Amtrak. There are over 25 common carrier truck lines, and bus transportation is
available via Greyhound Bus Line.

      The Orlando International Airport is the seventeenth most active airport
in the nation and the 26th busiest airport in the world. Also, two multi-level
parking facilities were opened in 1993. At present, 20 scheduled airlines serve
the airport along with a number of air charter services. Total passenger traffic
at the International Airport in 1995 was approximately 18 million persons. This
total represents a significant increase over the 1990 total of 11 million
passengers. The Orlando Executive Airport, which is near downtown Orlando, is
also a popular site for corporate and private air travel.

      Retail sales trends are also an important economic indicator because they
tend to measure the strength of the local population base and, in the case of a
tourism dominated economy such as Orlando, the level of visitation. In the
Orlando MSA, retail sales have far surpassed what would be expected from the
combined effect of area inflation and population growth. These trends suggest
that out-of-town visitors serve as a secondary consumer base


================================================================================

                                      -11-
<PAGE>

                                                       Orlando Regional Analysis
================================================================================

for retail spending in Orlando. The retail sales for the Orlando area are shown
in the following chart.

         ==============================================================
                        RETAIL SALES TRENDS & PROJECTIONS
                                 (IN THOUSANDS)

            YEAR    ORLANDO MSA     STATE OF FLORIDA        USA

            1980     $4,764,148        $65,359,776     $1,332,009,000
            1983     $5,296,499        $67,410,093     $1,353,372,000
            1985     $6,458,126        $77,922,212     $1,474,056,000
            1987     $7,210,402        $85,790,836     $1,544,897,000
            1990     $9,895,768       $116,412,423     $1,970,503,000
            1995    $15,104,519       $145,664,914     $2,355,242,000
         ==============================================================

      Population and employment trends as well as retail sales levels provide an
indication of commercial and tourism activities and subsequent demand for
transient lodging facilities. The characteristics of Orlando's workforce and
strength of the services and finance, insurance and real estate (FIRE) sectors
indicate high potential levels of visitation. Retail sales, especially in the
dining service areas, illustrate the role of Orlando's commercial establishments
in serving a population which far exceeds the local resident base.

Summary

      The recent trend towards corporate relocation and expansion, along with
the growing tourist industry, should result in continued growth of the MSA. This
growth will likely place some stress on local government services such as water,
sewer, roads, police and fire protection, and schools. This problem is being
addressed by various governmental agencies; such as a joint sewer project by the
City of Orlando and Orange County. This project is planned to handle growth
through the year 2000. Improvements to Interstate 4 are underway and expansion
of other various roadways has helped to improve the roadway problem.

      In conclusion, the long-term outlook for Orlando and Central Florida is
positive, both in terms of employment growth and national prominence.


================================================================================

                                      -12-
<PAGE>

                                                            MARKET AREA ANALYSIS
================================================================================

      The subject property is located in the northern section of the downtown
area of the City of Orlando.

      Downtown Orlando is the primary legal, financial, service and professional
office district of Central Florida. The Orange County Courthouse and
Administrative Offices, Orlando City Hall and Police Department, Federal
Courthouse and Orlando's main Post Office facility are all located within the
business core. Several financial institutions and utility companies also have
state and/or regional headquarters in the CBD.

      The neighborhood is characterized by high-rise and mid-rise office towers,
interspersed with older single and two story commercial and light industrial
improvements. Many older buildings in the neighborhood have been replaced by
newer and larger facilities or have undergone renovation and remodeling
programs. The City has also encouraged redevelopment of the downtown area by
easing zoning regulations for those properties not improved with "historic
structures," and by enhancing the aesthetic appeal of several of the main roads
serving the district. The City also completed the construction of several
multi-level parking garages, and a new bus terminal in an effort to deal with
ever increasing traffic and resultant parking shortages.

Boundaries

      The Central Business District is loosely defined by the major traffic
routes which serve the area. These boundaries are further discussed below.

      Interstate 4 (Western Neighborhood Boundary)

      Interstate 4 is the primary traffic artery serving the metropolitan area.
This limited access highway runs in a north/south direction through the Orlando
area and beyond. Interstate 4 gives the area access to Tampa and the west coast
of Florida, as well as metropolitan Daytona Beach on the east coast. Interstate
4 has four exits serving the downtown area.

      Holland East/West Expressway (Southern Neighborhood Boundary)

      The East/West Toll Road Expressway (SR 408) is located approximately 1.5
miles south of the property. The Expressway is a limited access toll road which
provides a transportation route to the eastern and western periphery of the
Orlando metropolitan area. The Expressway is also part of the Greeneway Toll
Road system (SR 417) which presently accesses the eastern portions of Orange,
Seminole and Osceola Counties. The Expressway has two exits serving the downtown
area.

      Ivanhoe Boulevard/Interstate 4 (Northern Neighborhood Boundary)

      The interchange of interstate 4 and Ivanhoe Boulevard (along the south
side of Lake Ivanhoe) forms the northern neighborhood boundary. This interchange
is the northernmost exit serving the downtown area and is located about one mile
north of the property. Areas to the north and west of this interchange tend to
be more residential in character and Lake Ivanhoe forms the natural boundary or
buffer between the commercial and residential neighborhoods.


================================================================================

                                      -13-
<PAGE>

                                                            Market Area Analysis
================================================================================

      Eastern Boundary

      The eastern boundary of the downtown area is loosely defined by a series
of commercial collector roads. These roadways include Summerlin Avenue, Mills
Avenue, and Highland Avenue. The downtown district extends eastward to include
the area surrounding Lake Eola, southward to the East/West Expressway. New
development of the eastern areas of the neighborhood has been less intense than
has been experienced in the more central and northern areas of the district.
Many of the buildings in the eastern neighborhood are professional offices which
were converted from single-family residences.

Developments

      The majority of new construction in the CBD occurred between 1983-1989.
With the start of the 1990's came the national economic slowdown, and the
resultant damper on new development interest downtown. Several major projects
that were slated to come on line during the early part of this decade have been
on hold, awaiting a change in economic conditions.

      However, the CBD still remains the focal point of activity, with new or
proposed development highlighted by the current construction of the Orange
County courthouse. The following chart summarizes current, proposed and
speculative activity for several projects that have been offered over the past 4
to 5 years.

<TABLE>
<CAPTION>
====================================================================================================================
         Name                    Description                Year Built/                  Size
                                                            Proposed
- --------------------------------------------------------------------------------------------------------------------
<S>                           <C>                          <C>                    <C>
Orange County Courthouse      Government complex           Late - 1997            1.3 million SF
(Under construction)          24-stories
- --------------------------------------------------------------------------------------------------------------------
Jaymont Realty                Retail & Office complex      Late - 1998            24 - screen theater 125,000 SF
                                                                                  - Retail 200,000 SF - Office 
                                                                                  Hotel & 800 space parking gargage.
- --------------------------------------------------------------------------------------------------------------------
One Orlando Center II         25 stores, office/hotel      Construction start     441,000 SF & 1,000 space
                                                           offered at mid to      garage.
                                                           late 1998
- --------------------------------------------------------------------------------------------------------------------
10.82 acres owned by Barnett  Office/Hotel/Retail & the    Speculative            Unknown. Dependent upon
Bank of Central Florida       City's Lymmo bus terminal                           negotiations with City.
- --------------------------------------------------------------------------------------------------------------------
Eola Park Center II           14 Stories                   Construction start     190,000 SF
                                                           offered at mid to
                                                           late 1998
- --------------------------------------------------------------------------------------------------------------------
Chunch Street West            Retail/Entertainment/Office  Construction start     140,000 SF
                                                           offered at late 1998
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

      While the new Orange County Courthouse is the only tangible development at
present, the proposed developments exemplify the recovery of the CBD district.
Each of these developments is discussed below.


================================================================================

                                      -14-
<PAGE>

                                                            Market Area Analysis
================================================================================

      Orange County Courthouse: This long awaited complex is in the latter
      stages of construction, having experienced significant delays and cost
      increases over its long planning and construction period. Originally
      proposed at $125+ million, current cost projections have been offered at
      $183+ million. However, the final total may range to $200 million by
      completion according to published reports. This development is within the
      block bounded by Orange Avenue (west), Magnolia Avenue (east), Livingston
      Street (south) and Amelia Avenue (north).

      Jaymont Realty: This proposed Development of Regional Impact (DRI) is to
      be located within the block bounded by Orange Avenue (west), Magnolia
      Avenue (east), Church Street (south) and Pine Street (north) and contains
      about 2.25 acres. Originally proposed for 552,000 SF of office space,
      36,350 SF of retail and a parking garage (1,540 spaces), current plans
      entail a greater combination of retail and entertainment versus office
      space. The amended plan was recently approved by the City Council of
      Orlando on November 13,1995, having prior approval from the regional
      planning council. However, the current proposal still lacks the approval
      of the Orlando Historic Preservation Board, which will not comment until
      design plans are offered for review. No plans have been revealed to date.
      However, our interpretation of the information would indicate that this
      proposal has a very favorable probability. (Please refer to the following
      chart.)

          ================================================================
             Land Use  Original Approval   Amended Approval         Change    
          ================================================================
          Retail               36,350 SF         125,000 SF    + 88,650 SF
          Theater                 -0- SF          90,000 SF    + 90,000 SF
          Office              552,000 SF         200,000 SF    -352,000 SF
          ================================================================
          TOTALS              588,350 SF         415,000 SF    -173,350 SF
          ================================================================
          Parking           1,540 Spaces         800 Spaces    -740 Spaces
          ================================================================
      
      It should also be noted that the amended plan is also flexible to allow
for hotel development, influenced by demand. The retail entertainment expansion
offering was influenced by the success of two large temporary tenants in the
existing structures, Terror on Church Street (a haunted house attraction) and
Q-Zar (a laser video game arcade). These two businesses essentially extended the
growing tourist traffic generated from the nearby Church Street Entertainment
complex. A clear advantage to the new proposal regards a shifting of traffic
volume to evening hours that the retail entertainment portion would generate.

      One Orlando Center II: This proposed development located adjacent to the
      subject has reappeared as a speculative development following the sale of
      the existing One Orlando Center in March 1994. The existing building along
      with an adjacent 2.0 acre site were part of a package sale of five office
      properties, three office buildings in New York City and one office
      building in Tucson, Arizona. The new owners, a partnership headed by
      Feldman Equities Inc. of New York, has recently announced that the
      "sister" building along with a parking garage could be under construction
      within two years. Reportedly, pre-leasing efforts are currently on-going.


================================================================================

                                      -15-
<PAGE>

                                                            Market Area Analysis
================================================================================

      Our analysis of this speculative construction is influenced by several
factors. First, One Orlando Center I is currently 100 percent occupied. However,
on the other side of the coin, the location is not within the recognized Cap
core area. New opportunities associated with the Jaymont Realty proposed
development and the Eola Park "sister" tower proposal offer superior locational
opportunities for office space. Couple these announced developments with the
speculation surrounding the Barnett Bank parcel (10.82 acres), impacts the
reality of the proposed One Orlando Center II for the foreseeable future.

      10.82 acres owned by Barnett Bank: This site represents the largest block
      of vacant land in the CBD area. Originally proposed as an office hotel
      complex, the uniqueness of this parcel is of great importance to the City
      of Orlando. Being located directly across Orange Avenue from the new
      courthouse, enhances the appeal of this site. The site was under contract
      for about $40/SF of land area, which represents Barnett Bank's position in
      the site, having acquired ownership through mortgage foreclosure. However,
      the contract did not dose. Currently speculation revolves around Pizzuti
      Development Inc., which is reportedly negotiating a purchase of the site.
      Area brokers indicated that the site will likely sell for $11 million
      which equates to approximately $23/SF of land area. Confirmation that
      Pizzuti is looking at the site is offered by recent meetings with the City
      of Orlando.

      Eola Park Centre II: This proposed development was announced in March 1995
      to consist of "sister" office tower to the existing tower which was built
      in 1969. As part of the proposed development, the existing tower will be
      renovated and re-skinned to mirror the proposed new tower. The site for
      the proposed second tower is about one acre and fronts along Rosalind
      Avenue.

      Church Street West: This proposed development is being hailed as the
      beginning of an area redevelopment plan referred to as the Parramore
      Heritage Development plan. The proposal is estimated to cost $15 million
      and will include clubs, restaurants, sports bar and sports related retail
      and an office building. Together the development is estimated to encompass
      140,000 SF of GLA. The City will assist in the development through its
      expenditure of $2.3 million (will include some federal funds) to renovate
      the I-4 underpass between the proposed project and the existing Church
      Street Station. However, this project has not been financed which may
      delay its offered construction start.

      The only other recent development was the new $36 million City Hall office
complex and a parking garage. The City Hall represented that last new
development when completed in 1991. The new building features classic dome-style
architecture, and highlights Orlando's modem skyline. Lincoln Property Company
of Florida, which built the City Hall, has the right to build two office towers
adjacent to City Hall. However, if another developer starts an office tower in
downtown Orlando before Lincoln starts on its property, Lincoln will lose its
development right.


================================================================================

                                      -16-
<PAGE>

                                                            Market Area Analysis
================================================================================

      The subject improvements are constructed on a roughly rectangular parcel
bordered by Park Lane Street to the south, Marks Street to the north, Orange
Avenue to the west, and North Magnolia Avenue to the east. All of these roads
are one-way macadam paved streets ranging in size from one to four lanes. North
Magnolia Avenue is a north-bound roadway, Marks Street runs west-bound, Orange
Avenue to the south, and Park Lane Street to the east. Immediately adjacent uses
to the subject include a series of small one to three story buildings to the
east across North Magnolia Avenue including a three story residential
condominium, professional office and restaurant building as well as a vacant
site. A single story sandwich shop is located diagonally across the intersection
of North Magnolia Avenue and Marks Street. Across Marks Street to the north is a
Senior Citizen Recreation Complex and a vacant site. Immediately west of the
subject is a vacant site slated for development with the 450,000+ square foot
Two Orlando Center. At the southwestern portion of this block is a vacant five
story office building formerly occupied by Florida National Bank. Beyond these
properties to the west is Orange Avenue with small one to two story professional
office building fronting on its west side. Finally, to the south of the subject
across Park Lane Street is a combination of small professional offices and
vacant land.

Infrastructure

      All public utilities are available in the neighborhood. The neighborhood
has excellent access to major roadways throughout the metropolitan area with
immediate proximity to the East/West Expressway and Interstate 4. Additional
roadways providing access throughout the neighborhood would be Colonial Drive
(Highway 50), Orange Avenue, and Rosalind Avenue. Downtown is also convenient to
Orlando's two commercial airports, the Orlando Executive Airport and the Orlando
International Airport.

Future Outlook

      Downtown Orlando is expected to double in size over the next 20 years,
going from 10 million square feet of commercial space to 20 million square feet.
Anticipating the impacts on traffic, air quality, sewers, water and other
services that such growth will create, the City has undertaken a study of
downtown that will govern how downtown Orlando develops over the next two
decades.

      The Downtown Development Board has prepared a Development of Regional
Impact (DRI) application to the East Central Florida Regional Planning Council
and the State Department of Community Affairs. The DRI pertains to parking
needs, traffic control requirements, road access priorities and other necessary
services which will impact all future downtown developments. The DRI covers a
1,185 acre area bounded by Parramore Avenue on the west, Lake Ivanhoe on the
north, Summerlin Avenue on the east, and Gore Street to the south. The DRI
covers an estimated 12,000,000 square feet future development over the next 20
years. Over the next five years, 1.8 million square feet of office space could
be developed within the DRI's threshold.

      One of the issues addressed by the "Downtown DRI" is how Orlando will
treat the future development of "historic" properties. The recent redevelopment
wave of older properties in the downtown area into high rise office buildings,
has led to a public concern for the preservation of Orlando's historic past.
This concern, in turn, gave way to what can be described as a historic
preservation movement. A Downtown Historic Preservation District has already
been established to protect some of the older "historic" properties from the
onslaught of developers.


================================================================================

                                      -17-
<PAGE>

                           [NEIGHBORHOOD MAP OMITTED]


                                NEIGHBORHOOD MAP
<PAGE>

                                                  ORLANDO OFFICE MARKET ANALYSIS
================================================================================
 
      The following market study will examine the competitive Class A office
building market within the Orlando Central Business District with regard to
definition of market area, inventory, vacancy, rental characteristics,
absorption and proposed construction. The subject, One Orlando Center, contains
a current measurement of 357,181+/- rentable square feet of office space that is
presently 100 percent leased.

      The market area and competitive properties identified in the subject's
market sector are primarily the Class A buildings located within the Central
Business District. The term Class A space in the context of this report includes
modern buildings of concrete or steel frame construction built since the mid
1970s and offering good quality mechanical and electrical facilities, efficient
floor layouts, aesthetic appeal and attractive interior finishes.

      In order to present the downtown Orlando market in the context of the
Orlando office market as a whole, we will first summarize the size and scope of
the entire Orlando office market. As of the end of the third quarter 1997, the
greater Orlando office market consisted of a total of 18.9 million square feet
of inventory in eleven submarkets. Of this total, approximately 9.4 million
square feet or 49.7 percent is considered Class A inventory. As indicated in the
chart on the following page, the CBD market is the largest with a total
inventory of 5.068 million square feet and 3.27 million square feet of Class A
space. The Maitland submarket is a close second with a total inventory of 3.681
million square feet, 3.1 million square feet of which is Class A space.

      The Orlando office market has remained healthy through the end of the
third quarter. The overall vacancy rate remains in the single digits and Orlando
is entering the final quarter of 1997 with the lowest vacancy rate of all
Metropolitan Statistical areas within the State of Florida for the second
quarter in a row. Leasing activity has been substantial, with a total of 383,259
sf leased during the third quarter. Net absorption for the year is 798,001 sf,
with a third quarter total of (34,405) The negative figure is due in large part
to the increase in formerly occupied office space.

      Construction activity throughout the Orlando office market remains steady.
The area has witnessed the delivery of 356,271 Sf of new construction during the
first three quarters of 1997. Furthermore, the existing inventory will soon be
augmented with the addition of 647,824 sf of office space currently under
construction. Coupled with the fact that there are currently 28 proposed
projects totaling 4,282,799 sf the Orlando office market remains a hotbed of
activity. Eight of the proposed office projects are located within the CBD,
which has been suffering from a lack of alternatives for large blocks of class A
office space.

      New construction during the third quarter consisted of 125,155 sf of class
A office space at the 600 International Business Center in the Longwood/Lake
Mary submarket. The building was completely pre-leased by First USA, Inc., which
may soon be entertaining expansion opportunities. Other key developments under
construction include The Crescent at Primera and 701 International Parkway, also
in Longwood/Lake Mary, Lucien Pointe and Maitland Green II in the Maitland
submarket and Gran Park at SouthPark in the Southwest area.


================================================================================

                                      -19-
<PAGE>

<TABLE>
<CAPTION>
=================================================================================================================================
Orlando Office Market                                                                                        Office Market Report
Statistical Summary                                                                                            Third Quarter 1997
=================================================================================================================================

                                                                  Ytd        Direct        Direct         Ytd            Sq.Ft.
Submarket                          Direct        Overall          Net        Asking        Asking        Leasing         Under
Name                Inventory   Vacancy Rate   Vacancy Rate   Absorption  Rental Rate   Rental Range     Activity    Construction

<S>                 <C>             <C>            <C>         <C>         <C>          <C>               <C>           <C>
CBD                 5,068,560       8.2%           8.7%         (2,952)    $   16.65    $11.00-25.00      270,445          0
 Class A            3,266,582       3.4%           4.2%         84,837     $   23.44    $19.00-25.00      183,529          0
                                                                                       
Maitland            3,681,088       3.7%           3.8%        319,955     $   19.34    $13.50-22.00      452,474       173,038
 Class A            3,099,432       3.2%           3.4%        239,521     $   19.99    $16.50-22.00      382,183       173,038
                                                                                       
Altamonte           1,227,129       5.1%           5.1%         (6,174)    $   13.56    $10.00-16.50      101,296          0
 Class A               94,557       4.2%           4.2%         (1,966)    $   14.00    $14.00-14.00        2,473          0
                                                                                       
Longwood/Lk Mry     1,582,081       2.8%           2.8%        314,105     $   16.23    $8.50-20.00       249,427       275,084
 Class A            1,156,868       1.2%           1.2%        306,655     $   18.24    $18.00-18.50      218,182       275,084
                                                                                       
Lee Road            1,224,555       5.2%           5.5%         49,696     $   14.42    $9.00-16.50       118,225          0
 Class A                    0       0.0%           0.0%           0             N/A          N/A             0             0
                                                                                       
University            747,885       0.0%           0.0%           0             N/A          N/A            5,800          0
 Class A              672,085       0.0%           0.0%           0             N/A          N/A            5,800          0
                                                                                       
436 Corridor        1,505,034       9.8%          11.2%            670     $   14.13    $10.00-16.00       62,405          0
 Class A                    0       0.0%           0.0%           0             N/A          N/A             0             0
                                                                                       
Winter Park           837,925       4.4%           4.4%            660     $   16.72    $11.00-20.00       34,931          0
 Class A                    0       0.0%           0.0%           0             N/A          N/A             0             0
                                                                                       
Intl. Airport         503,036      17.9%          17.9%         61,951     $   17.00    $16.50-17.50       21,904          0
 Class A              503,036      17.9%          17.9%         61,951     $   17.00    $16.50-17.50       21,904          0
                                                                                       
Colonial Drive        399,924      15.6%          15.6%          4,409     $   13.52    $11.00-17.00       35,372          0
 Class A                    0       0.0%           0.0%           0             N/A          N/A             0             0
                                                                                       
Southwest           2,160,767      12.2%          12.2%         55,681     $   16.69    $9.00-23.50       175,146       199,608
 Class A              615,349      10.1%          10.1%          8,926     $   22.40    $17.50-23.50       67,342       199,608
                                                                                       
Total              18,937,984       7.0%           7.3%        798,001     $   16.26    $8.50-25.00     1,527,425       647,824
 Class A            9,407,909       4.0%           4.4%        699,924     $   20.55    $14.00-25.00      881,413       647,824
</TABLE>
<PAGE>

                                                  Orlando office Market Analysis
================================================================================

      The CBD, which represents 27 percent of the total market, has a current
vacancy rate of 8.2 percent, down slightly from year end's 8.6 percent. To date,
leasing activity in the CBD totals 270,445 sf with current net absorption of
(2,952). Leases of note during the third quarter include CNL's lease of 16,419
sf at City Hall Plaza and HDR Engineering's lease of 4,077 sf at Signature
Plaza. Hurley & Rogner, P.A. also signed a 13,950 sf sublease at the SunTrust
Center.

      The non-CBD has experienced 800,953 sf of net absorption so far this year,
which is 181,368 sf greater than the absorption for all of 1996. The suburban
submarkets have also experienced an impressive 1,256,950 sf of leasing activity
during the first three quarters and are enjoying a current vacancy rate of 6.7
percent, a decrease of 3 8 percentage points over year end 1996. Several key
leases that transpired during the third quarter include:

<TABLE>
<CAPTION>
=====================================================================================
    Tenant                      Submarket             Location                  SF
=====================================================================================
<S>                         <C>                  <C>                        <C>
Florida Hospital            Lee Road Corridor    Florida Hospital Bldg.     14,866 SF
- -------------------------------------------------------------------------------------
Managed Comp                Maitland             Maitland Summit I          12,020 SF
- -------------------------------------------------------------------------------------
Intermedia Communications   Maitland             555 Winderley Place        10,000 SF
- -------------------------------------------------------------------------------------
Hard Rock Cafe              Southwest            AmSouth Building            9,535 SF
- -------------------------------------------------------------------------------------
HRH Insurance, Inc.         436 Corridor         Koger-Palmetto Bldg.        9,000 SF
- -------------------------------------------------------------------------------------
Department of Revenue       Lee Road Corridor    The Promenade               6,500 SF
- -------------------------------------------------------------------------------------
Federal Aviation Authority  Airport Area         Citadel International       7,500 SF
=====================================================================================
</TABLE>

      Orlando has seven major class A submarkets which compete for corporate
office users and totals just over 9.4 million square feet. Net class A
absorption for the year-to-date is 699,924 sf. The currency vacancy rate for
class A space is 4.4 percent well below stabilized levels and current
availabilities total 410,462 sf. There is such a market for class A space that
in the CDB alone there is a 4.3 percentage point difference between the overall
vacancy rate and the class A vacancy rate. Maitland is the second largest
submarket in terms of class A space and the vacancy rate there is very low at
3.4 percent. The weighted average direct asking rental rate for available space
has increased to its current level of $20.77 psf from $18.73 psf at the end of
1996. Strong tenant interest in the market, coupled with increasing rental rates
and strong demand for new construction has left the Orlando office market quite
favorable for landlords and it continues to spark investor interest.

      Such investor interest is best explained by example. To date, the market
has seen a total of twelve buildings change hands, seven of which were investor
sales. Notable transactions to date include the following:

    =======================================================================
          Building                Submarket      Sale Price        Price/SF  
    =======================================================================
    Barnett Bank Center           CBD           $60,725,000        $144.32
    ----------------------------------------------------------------------
    Citruis Center                CBD           $28,500,000        $110.33
    ----------------------------------------------------------------------
    American States Bldg.         Maitland      $ 5,160,000        $ 98.29
    ----------------------------------------------------------------------
    800 Trafalgar                 Maitland      $ 3,039,000        $ 53.96
    ----------------------------------------------------------------------
    Former NCR Building           Maitland      $ 1,950,000        $ 78.00
    =======================================================================


================================================================================

                                      -21-
<PAGE>

                                                  Orlando Office Market Analysis
================================================================================

      Orlando should continue to perform well for the remainder of 1997. At the
end of the third quarter there were still several large leases out for
signature, which will positively impact year-end statistics. Rental rates, which
have been on the rise since the end of 1996, will continue to rise, although at
a less rapid pace.

Downtown Orlando Office Market - Overview

      The Central Business District (CBD) has continued the steady pace with
which it began this year and is not showing any signs of slowing down. With an
current overall vacancy rate of 6.6 percent, space within the CBD continues to
tighten. Net absorption during the second quarter was 40,573 sf with a year to
date total of 117,944 sf. However, it is unrealistic to expect this trend to
continue considering the low vacancy factor and the shortage of space downtown.

      Leasing activity during the second quarter totaled 97,578 sf, which
represents a 37 percent increase over the same period last year. The CBD was
largely a sublease market during the first quarter of 1997 but the environment
is again changing as the vast majority of available sublease opportunities have
been seized by tenants. We are once again witnessing the decrease of available
office space coupled with an increase in overall asking rates. In addition,
subleases are rolling over into direct leases offered through landlords, as was
the case in the 24,592 sf leased by the Education Institute of the Hotel/Motel
Association at One Orlando Centre. Other key direct leases include MFS's lease
of 5,311 sf at Landmark I and Arthur J. Gallagher's lease of 4,418 sf at
Signature Plaza.

      The limited amount of space within the CBD has allowed for rising asking
rates for several successive quarters. The current overall asking rate is now
$20.06 psf, an increase of $1.75 psf over the second quarter of 1996 and $1.05
psf over year end. Class A space is leasing for an average of $23.03, which
represents a $0.88 increase over year end's $22.15.

      The lack of quality space has led to the often voiced need for a new CBD
office tower. There are several developers proposing such a tower, including two
very talked about projects. Pizzuti Development is currently seeking FM approval
for a 400,000 sf office tower, which would be the tallest office building in the
Orlando area. Associated Capital Properties is also proposing a multi-building
office project adjacent to their 201 E. Pine Street building which rivals the
Pizzuti development. In addition, the Orange County Courthouse is nearing
completion, which is expected to augment demand for space at the north end of
downtown by legal and hospitality users.


================================================================================

                                      -22-
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                 Competitive Office Building Summary
                                                         One Orlando Center
                                                      800 North Magnolia Avenue
                                                          Orlando, Florida
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                 Estimated    Average
                                   Year     Total    Available   Vacancy      Asking
       Property/Location        Completed   Sq. Ft     Space      Rate          Rent                   Comments

<C> <S>                            <C>      <C>       <C>         <C>      <C>              <C>
1   Subject/One Orlando Center     1987     357,181      -        0.0%     $       21.00    Rent is gross plus annual bumps and
                                                                                             increases over base year expenses

2       Gateway Center             1989     215,708     6,825     3.2%     $19.50-$21.00    Gross rent + annual bumps and increases
                                                                                                     over base year expenses

3     Landmark Center I & II       1983/85  440,273      -        0.0%     $       20.00    Gross rent + annual bumps and increases 
                                                                                                     over base year expenses

4      Nationsbank Tower           1986     223,190     7,387     3.3%     $       22.00    Gross rent + annual bumps and increases 
                                                                                                     over base year expenses

5       201 E. Pine St.            1975     247,609      -        0.0%     $       21.00    Gross rent + annual bumps and increases
   (Colonial Bank Building)                                                                          over base year expenses

6      First Union Building        1983     255,724     1,754     0.7%     $       19.00    Gross rent + annual bumps and increases
                                                                                           over base year expenses-lower end Class A

7        Citrus Center             1972     264,719    15,647     5.9%     $       21.00    Gross rent + annual bumps and increases 
                                                                                                     over base year expenses

8       Signature Plaza            1982     268,962    25,001     9.3%     $       23.00    Gross rent + annual bumps and increases 
                                                                                                     over base year expenses

9     Barnett Bank Center          1987     420,719      -        0.0%     $       25.00    Gross rent + annual bumps and increases 
                                                                                            over base year expenses-1 of 2 premier 
                                                                                            bldgs.

10       Suntrust Center           1988     569,678    33,460     5.9%     $       24.00    Gross rent + annual bumps and increases
                                                                                            over base year expenses-1 of 2 premier 
                                                                                            bldgs.

   Total Sq. Ft. Area in Survey           3,263,763    90,054     2.8%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                                  Orlando Office Market Analysis
================================================================================

Inventory Statistics

      The last major additions to the Downtown Class A market were One Orlando
Center in 1987, Suntrust Center in 1988, and Gateway Center in 1989. Since the
addition of the 1.1+/- million square feet contained in these three buildings,
there have been no additions to inventory. As touched on earlier, current rental
and occupancy rates suggest that new development will take place in the near
future. Brokers and developers interviewed however, all indicated that new
projects will have a very difficult time finding financing without a 50 percent
level of preleasing. Though rumors continue as to the identity and size of
potential large office occupants into the market, no single or group of users
large enough to spur new development have committed to the area. Though a
limited number of landowners in this market reportedly have sufficient capital
to begin projects without financing, none have actively begun development of
downtown inventory. The market is currently such that the first major Class A
building to come out of the ground will likely be the only one for some time as
the market absorbs the space. As presented earlier, there are a number of
potential entrants in the market.

      The table on the previous page shows a survey of existing Class A downtown
buildings considered most directly competitive to the subject. As indicated, the
total inventory is approximately 3.26 million square feet with a surprisingly
low vacancy rate of only 2.8 percent. All of the buildings were completed since
1972 and all are in excess of 200,000 square feet. Though they range in terms of
desirability, all are considered competitive Class A buildings.

Vacancy

      As indicated in the previous table, the overall market vacancy rate for
directly competitive Class A CBD properties is currently at 2.8 percent. This
reflects the continuing trend toward shrinking vacancy rates as presented in the
following table.

            ==================================================
                    ORLANDO CBD OFFICE MARKET VACANCY TRENDS
            ==================================================
            Year              Overall CBD         Class A CBD
            --------------------------------------------------
            1993                 14.3%               12.2%
            --------------------------------------------------
            1994                 12.3%               10.7%
            --------------------------------------------------
            1995                  8.2%                7.2%
            --------------------------------------------------
            1996                  8.6%                7.9%
            --------------------------------------------------
            YTD 1997              6.6%                4.2%
            ==================================================

      The overall CBD Class A inventory, which includes properties not
considered directly competitive with the subject, currently exhibits a vacancy
rate of 4.2 percent. With the exception of 1996 which exhibited a slight
increase over 1995 in terms of vacancy, the market has been on an improving
trend since 1993.

Rental Rates

      The lease rates quoted are generally on a gross basis, plus a pro rata
share of increases over base year expenses and include a tenant work letter
ranging from $10.00 to $20.00 per square foot for new leases and $2.00 to $5.00
per square foot for renewals. Asking rents have increased fairly steadily since
1993, particularly to date in 1997. From a level of just over $20.00 per square
foot in 1993, current average asking rents are in the $23.00 to $24.00 per
square foot range and the average actual lease rate is $23.03, representing an
increase of $0.88 over 1996


================================================================================

                                      -24-
<PAGE>

                                                  Orlando Office Market Analysis
================================================================================

year end's figure of $22.15. Rental rates are projected to continue to grow
going forward until another downtown Class A building comes on-line.

Absorption

      With the exception of 1995, absorption has historically been strong in the
Orlando CBD. The following table summarizes historical absorption for the
overall downtown market since 1993 based on Cushman & Wakefield's Orlando Office
Market Report.

================================================================================
                 HISTORIC ABSORPTION - ORLANDO CBD OFFICE MARKET
================================================================================
                1993      1994     1995     1996      YTD 2Q 1997   Average
- --------------------------------------------------------------------------------
    CBD       140,883   113,981  167,744   15,075       117,944     134,714
================================================================================

Parking

      In general terms, the City of Orlando's long range plan is to discourage
the use of private automobiles in the downtown area. Recent amendments to the
City's zoning ordinance tend to limit the amount of off-street parking which an
office development project can provide. This is in contrast to existing office
properties which were constructed with adequate on-site parking facilities
during the 1970s and 1980s. With office occupancy rates on the rise, building
owners have begun to charge new tenants for parking at rates ranging from $45 to
$65 per month per space with a ratio of approximately 2 to 2.5 spaces per 1,000
square feet of rentable area. This trend is expected to continue as the demand
for space continues to outpace new supply. Any of the aforementioned proposed
developments will not be permitted with parking facilities considered sufficient
to accommodate the building occupants. The potential for additional parking
revenue for those existing buildings, therefore, is projected to continue to
grow, even as growth in office rents may level off upon completion of new Class
A product.

Lease Parameters

      The typical lease terms vary between 3 and 15 years. Institutional tenants
tend to secure 10 to 15 year leases with provisions for obtaining option
additional space. Local and lesser established tenants desire 3 to 5 year
obligations. In general, tenants occupying less than approximately 5,000+/-
square feet seek terms in the 3 to 5 year range.

      Free rent is virtually nonexistent and tenant work allowances have
generally been shrinking. Tenant work ranges from $10 to $15 per square foot for
new tenants and $2.00 to $5.00 per square foot for renewal tenants. Larger work
letters are typically compensated for by higher lease rates.


================================================================================

                                      -25-
<PAGE>

                                                  Orlando Office Market Analysis
================================================================================

     Conclusion

     The Orlando downtown office market has performed very well over the past
three to four years. Occupancy and rental rates are on the rise while tenant
work allowances have generally been shrinking. At present, there is a large
volume of potential inventory on hold in various planning or approval stages.
Most market participants feel that these buildings will only be actively
developed upon the securing of a 50 percent level of preleasing and that the
first building to come out of the ground will likely be the only one for some
time. Assuming these projections hold true, the current prognosis for the
downtown Orlando market is generally good going forward.


================================================================================

                                      -26-
<PAGE>

                                                            PROPERTY DESCRIPTION
================================================================================

Site Description
Property:                     One Orlando Center
                              800 North Magnolia Avenue
                              Orlando, Florida

Location:                     The site is located on the west side of Magnolia
                              Avenue, between Park Lane Street and Marks Street
                              in the City of Orlando, Orange County, Florida.

Shape:                        Generally rectangular, please refer to the site
                              plan on the facing page

Land Area:                    5.53+/- acres

Frontage:                     We have been provided with a site plan which does
                              not indicate the length of road frontage.
                              According to the legal description presented in
                              the addenda, the subject has a total of 590.5 feet
                              of frontage on the west side of Magnolia Avenue.

Topography/Terrain:           The site is generally level

Street Improvements:          Curbing, sidewalks and street lighting

Soil Conditions:              We did not receive nor review a soil report.
                              However, we assume that the soil's load-bearing
                              capacity is sufficient to support the existing
                              structure. We did not observe any evidence to the
                              contrary during our physical inspection of the
                              property. The tract's drainage appears to be
                              adequate.

Utilities:                    All municipal utilities including electric,
                              telephone, water, and sewer are available and
                              installed at the subject site. Gas is not
                              available or installed.

Access:                       Vehicular access to the site is available via
                              driveways on the west side of North Magnolia
                              Avenue, the east side of Orange Avenue, and the
                              north side of Park Lane Street.

Land                          Use Restrictions: We were not given a title report
                              to review. We do not know of any easements,
                              encroachments, or restrictions that would
                              adversely affect the site's use. However, we
                              recommend a title search to determine whether any
                              adverse conditions exist.


================================================================================
                              
                                      -27-
<PAGE>

                                                            Property Description
================================================================================

Flood Hazard:                 According to the National Flood Rate Insurance Map
                              No. 120186 0015D, the subject is not located in a
                              Flood Hazard Zone and, therefore, does not require
                              flood hazard insurance. A copy of the flood zone
                              designation obtained from the City of Orlando
                              Public Works Department can be found in the
                              addenda.

Wetlands:                     We were not given a Wetlands survey. However, it
                              appears that the subject is not encumbered by
                              regulated wetlands.

Site Improvements:            The site features an on-site structured parking 
                              garage containing parking facilities for 1,390 
                              cars on seven levels. Additional on-site grade 
                              level parking is available to the west of the 
                              subject which is used principally for loading.

Comments:                     Overall, the site was found to be a functional
                              parcel, well suited for its existing use and
                              typical of this area.

Improvements Description

      The improvements consist of a 19-story Class A office building. The
property contains a rentable area of 357,181+/- square feet and a gross building
area of 383,599+/- square feet. The building was completed in 1987. The
following description of the improvements is based upon the physical inspection
of the property along with our discussions of the property with ownership and
management.

General Description
    Year Built:               1987
    Gross Area:               383,599+ SF
    Rentable Area:            357,181+ SF
    Building Height:          19 stories

    Stacking Plan:            Please refer to the chart on the facing page. The 
                              total net rentable area indicated in the chart 
                              differs slightly from that derived from the sum of
                              the rentable areas cited in the tenants' lease 
                              abstracts.

Construction Detail
     Foundations:             Foundations appear to be constructed of poured
                              concrete.

    Framing:                  Framing throughout the property is structural
                              steel

    Ceiling Height:           Slab to slab ceiling heights are 12.5 feet.

    Floors:                   Poured concrete


================================================================================

                                      -28-
<PAGE>

                                                            Property Description
================================================================================

     Exterior Walls:          The exterior curtain walls are reflective glass
                              and stone panels

     Roof Cover:              Rubber membrane

     Windows:                 Windows throughout the property are fixed, double
                              pane units.

     Pedestrian Doors:        The pedestrian doors are swinging and revolving
                              glass units.

Mechanical Detail
     Heating and Cooling:     Air conditioning is provided by a central electric
                              system which provides chilled water to air
                              handlers on each floor. The property has no
                              central heating system. In the event heat is
                              needed in the building, there are electric units
                              located on the air ducts on each floor.

    Plumbing:                 The building  features one men's and one women's
                              common lavatory on each floor.

    Electrical Service:       The building has adequate commercial grade
                              electric service.

    Elevator Service:         The subject office building is serviced by a total
                              of eight elevator units. Six, 3,500 pound capacity
                              cabs service the first through 18th floor. One
                              similar unit services floors 18 and 19. There is
                              one 3,000 pound elevator which services floors one
                              and two and is used primarily for freight.
                              Finally, there are three, 3,500 pound capacity
                              units which serve the parking garage.

    Security/Fire Protection: Smoke detectors, sprinkler system, standpipe 
                              system, and emergency lighting.

Interior Detail
    Layout:                   The main entrances to the subject are located at
                              the southeast and northwest corners of the
                              building. An additional entrance is available via
                              an enclosed, second floor walkway providing direct
                              access from the parking garage to the north. The
                              entrances open to a two-story atrium lobby off of
                              which are various sundry shops, office space, and
                              elevator bank. There are also open marble
                              staircases providing access between floors 1 and
                              2. Floors 3 through 19 house general office space.
                              The 19th floor is not directly accessible by the
                              main elevator-banks but can be reached by an
                              elevator serving the 18th and 19th floors as well
                              as an open staircase. There are two additional
                              staircases


================================================================================

                                      -29-
<PAGE>

                                                            Property Description
================================================================================

                              providing central access throughout the building.
                              The loading facilities are located on the west
                              side of the first floor of the building and
                              consist of three enclosed tailboard level loading
                              docks.

    Floors:                   The finished floors vary from level to level and
                              from tenant to tenant. Generally speaking, the
                              interior finishes are high quality and include
                              floors of marble, hardwood, granite, commercial
                              grade carpet, and vinyl or ceramic tile.

    Ceilings:                 Ceilings throughout the property are either
                              suspended acoustical tile or painted drywall. The
                              area between the slab and the tiles is generally
                              filled with duct work and wiring.

    Walls:                    Walls throughout are sheetrock over metal studs.
                              Generally, the sheetrock walls are painted or are
                              treated with various wall coverings.

    Lighting:                 Lighting is a combination of recessed fluorescent
                              and incandescent fixtures.

    Restrooms:                Each floor is equipped with common men's and
                              women's restrooms.

Hazardous Substances:         We are not aware of any potentially hazardous
                              materials such as formaldehyde foam insulation,
                              asbestos insulation, radon gas emitting materials,
                              or other potentially hazardous materials which may
                              have been used in the construction of the
                              improvements. However, we are not qualified to
                              detect such materials and urge the client to
                              employ an expert in the field to determine if such
                              hazardous materials are thought to exist.

Americans With Disabilities
 Act Compliance:              The Americans With Disabilities Act (ADA) became
                              effective January 26, 1992. According to building
                              management, the subject has been brought into
                              compliance with the requirements of the ADA. We
                              have not made, nor are we qualified by training to
                              make, a specific compliance survey and analysis of
                              this property to determine whether or not it is in
                              conformity with the various detailed requirements
                              of the ADA. It is possible that a compliance
                              survey and a detailed analysis of the requirements
                              of the ADA could reveal that the property is not
                              in compliance with one or more of the requirements
                              of the Act. If so, this fact could have a negative
                              effect upon the value of the property. Since we
                              have not been provided


================================================================================

                                      -30-
<PAGE>

                                                            Property Description
================================================================================

                              with the results of a survey, we did not consider
                              possible noncompliance with the requirements of
                              ADA in estimating the value of the property.

Other:                        The subject also features a seven-level detached
                              structured parking garage located immediately
                              north of the office building. This garage contains
                              parking for a total of 1,390 cars. The entrance
                              and exit are located at the southern end of the
                              structure, facing the office building.

Condition:                    The subject improvements are constructed of high
                              quality materials and have been very well
                              maintained since their completion in 1987.

Comments:                     The quality of the subject improvements is rated
                              to be very good. The layout and functional plan
                              are considered to be consistent with current
                              market demands. The building was completed in 1987
                              and has been very well maintained since its
                              completion. Other than second floor bathroom
                              repairs, there are no major capital items which
                              were noted as being required as of the date of
                              this report.


================================================================================

                                      -31-
<PAGE>

                                             REAL PROPERTY TAXES AND ASSESSMENTS
================================================================================

      The subject property is indicated as Parcel Number 23-22-295640-01001.
The 1996-97 fiscal year is the most recent year for which assessed valuation and
properly tax information is available. The current assessment is as follows:

            Land                                      $ 9,629,400
            Improvements                               31,609,978
                                                      -----------
            Total                                     $41,239,378

      According to the City of Orlando Assessor, the subject assessments
represent approximately 100 percent of fair market value according to the City.
This would indicate a value for the subject property of $107.51 per square foot
of gross building area based on a gross building area of 383,599 square feet or
$115.46 per square foot of net rentable area based on a net rentable area of
357,181+/- square feet.

      In order to evaluate the reasonableness of the subject's assessment, we
have compared it to assessment levels of other Class A office buildings in
downtown Orlando. The following table summarizes the assessments in total and
per square foot of gross building area for several comparable downtown Orlando
Class A office buildings.

       REAL ESTATE TAX COMPARABLES - ONE ORLANDO CENTER, ORLANDO, FLORIDA

<TABLE>
<CAPTION>
===================================================================================================
                        Total      Building    Parking     Building Size   Land Area    Assessment
Property             Assessment      Age      Facilities      (SF GBA)       (Ac.)     SF Bldg Area
===================================================================================================
<S>                  <C>             <C>       <C>            <C>            <C>         <C>
Colonial Bank Bldg.
201 E. Pine St.      $24,839,726     1975      Surface        251,994        7.95        $ 98.57
- ---------------------------------------------------------------------------------------------------
Signature Plaza                                5-level
201 S. Orange Ave.   $25,841,750     1982      garage         298,000        1.98        $ 86.72
- ---------------------------------------------------------------------------------------------------
DuPonte Center
390 N. Orange Ave.   $50,261,239     1988      Minimal        568,647        2.73        $ 86.39
- ---------------------------------------------------------------------------------------------------
NationsBank Tower                              4-level
111 N. Orange Ave.   $24,865,313     1986      garage         255,763        1.1         $ 97.22
- ---------------------------------------------------------------------------------------------------
First Union Tower                              garage &     
20 N. Orange Ave.    $22,622,609     1983      surface        267,309        2.32        $ 84.63
- ---------------------------------------------------------------------------------------------------
SunTrust Tower                                 7-level
200 S. Orange Ave.   $91,030,745     1958      garage         733,991        3.88        $124.02
- ---------------------------------------------------------------------------------------------------
Citrus Center                                  5-level
255 S. Orange Ave.   $20,593,790     1971      garage         258,321        2.28        $ 79.72
- ---------------------------------------------------------------------------------------------------
                                               7-level
Subject              $41,239,378     1987      garage         383,599        5.53        $107.51
- ---------------------------------------------------------------------------------------------------
Average (excluding subject)                                                              $ 94.18
===================================================================================================
</TABLE>

      As indicated by the information presented in the chart, the subject's
assessments on a per square foot of gross building area basis are slightly
higher than the average of the real estate tax comparables presented but
considered reasonable overall given the age, size, and condition of the
properties as well as the subject's parking facilities.

      According to the Orange County Tax Collector, the combined county, school,
city and miscellaneous taxes applicable to the subject property for the coming
tax year will be $929,635.68, reflecting an effective tax rate of $22.5424 per
$1,000 of assessed value. Since Orange County reviews assessment levels on an
annual basis, the subject's assessment and tax liability has increased at a
rapid pace over the past few years as the building's occupancy and the market as
a whole have improved dramatically over that time frame. For example, the
subject's


================================================================================

                                      -32-
<PAGE>

                                             Real Property Taxes and Assessments
================================================================================

assessment and tax liability for the previous tax year were $34,883,796 and
$789,640.49, respectively, based on a total tax rate of $22.6363 per $1,000 of
assessed value, representing an increase of 17.73 percent. As the property is
currently at 100 percent occupancy, there is not likely to be a real estate tax
increase exceeding the underlying rate of inflation going forward. We have
therefore projected an annual increase in the effective tax rate going forward
of 3.0 percent.

      Real estate taxes are due in March of the current tax year. Property
owners are able to take advantage of up to a 4 percent discount on the total tax
bill by paying real estate taxes in November of the prior year. The discount is
reduced by one percent per month for payments received after November until it
is burned off by March. We have assumed that the subject property would be
competently managed whereby the tax discount would be taken advantage of.
Assuming an inflationary increase in the real estate tax liability, combined
with the 4 percent discount, we have projected a first year tax liability in our
cash flow projection of $930,000, rounded.


================================================================================

                                      -33-
<PAGE>

                                                                          ZONING
================================================================================

      The subject property is located in the AC-3A/T Downtown Activity Core
Center District, as outlined in the zoning ordinance of the City of Orlando.
Permitted uses include: multi-family, mixed residential office uses, hospitals,
hotels, motels, office, and light retail. The permitted uses are subject to the
following bulk and yard requirements:

       FAR min./max.:                  0.75/3.0

       Minimum Site Frontage:          25 feet

       Minimum Setbacks:
           Front Yard (min./max.):     0 feet/5 feet
           Side Yard (min./max.):      0 feet/25 feet
           Rear Yard:                  10 feet

       Maximum Building Height:        Dictated by the FAA

       Minimum Parking Requirement:    2 sp./1,000 sf

       Maximum Parking Requirement:    3 sp./1,000 sf until 12/31/95
                                       2.5 sp./1,000 sf from 1/1/96 to 12/31/00
                                       2 sp./1,000 sf thereafter

      The subject property went through the City approval process and is
considered a legal use according to the Orlando Department of Planning and
Zoning. As indicated, the City of Orlando is attempting to encourage public
transportation into the City and discourage the use of the personal automobile,
in part through the use of zoning restrictions on office building parking
facilities. Other initiatives include a proposed light rail system and increased
public busing. The impact of this trend on the subject, which has an adequate
parking ratio of 3.89 spaces per 1,000 square feet of net rentable area, is to
provide for significant upside income potential as property owners begin to
charge for parking as the market continues to improve and any new office
development is discouraged from providing adequate parking.

      We know of no deed restrictions, private or public, that further limit the
subject property's use. The research required to determine whether or not such
restrictions exist, however, is beyond the scope of this appraisal assignment.
Deed restrictions are a legal matter and only a title examination by an attorney
or title company can usually uncover such restrictive covenants. Thus, we
recommend a title search to determine if any such restrictions do exist.


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                                      -34-
<PAGE>

                                                            HIGHEST AND BEST USE
================================================================================

      According to the Dictionary of Real Estate Appraisal, Third Edition
(1993), a publication of the Appraisal Institute, the highest and best use is
defined as:

      The reasonable probable and legal use of vacant land or an improved
      property, which is physically possible, appropriately supported,
      financially feasible, and that results in the highest value. The four
      criteria the highest and best use must meet are legal permissibility,
      physical possibility, financial feasibility, and maximum profitability.

As Vacant

      Our initial consideration of the subject site as vacant concerns the land
uses which are physically possible on the subject parcel. The subject site
contains a total of 5.53t acres of land area. The parcel has adequate road
frontage. The size and configuration of the site are felt to provide development
potential for a wide variety of uses. Access and exposure are felt to be good
for office use. Municipal utilities are adequately provided for all conceivable
uses. The street improvements are also adequate. Therefore, the physical
characteristics of the site provide a wide range of potential land uses.

      Secondly, we must consider the land uses which are legally permissible
based upon the prevailing zoning and land use ordinances. The subject's zoning
classification is fairly liberal with regard to permitted uses. Office uses are,
however, most consistent with the overall development of the downtown Orlando
area.

      Finally, we have considered the possible land uses which would be
financially feasible and which would produce the highest net return to the land.
As noted in our discussion, an office use is felt to be the most appropriate
land use for the subject. Vacancy and rental rates in the downtown Orlando area,
while improving dramatically over the past few years, have not yet reached the
point where new speculative construction is yet feasible.

      Based upon the foregoing, we conclude that the highest and best use of the
site as vacant is for a Class A office building, upon a continued improvement in
market conditions which would justify speculative new construction, or
alternatively, upon securing of a tenant for at least a significant portion of
the proposed project.

As Improved

      Unlike the previous analysis of the site as vacant, this analysis
considers the subject property as currently improved with an evaluation of the
physical, legal and financial appropriateness of the existing land use.

      Relative to the physical considerations, the subject site is improved with
an existing office structure and based upon our observations, there are no
apparent physical factors such as, soil, drainage or other site characteristics
which would adversely affect the continued utility or existence of the subject
improvements.


================================================================================

                                      -35-
<PAGE>

                                                            Highest and Best Use
================================================================================

      In relation to the legal considerations, the subject site, as presently
improved, represents a legal use. Finally, in consideration of the appropriately
supported and financially feasible land uses, the use of the subject improvement
is considered to contribute in an economic manner to the subject site. In the
foreseeable future, this will produce a level of return which is consistent with
investment grade real estate. Therefore, based upon the subject's historical
performance and overall character, it is our opinion that the highest and best
use of the property, as improved, is a commercial office building.


================================================================================

                                      -36-
<PAGE>

                                                               VALUATION PROCESS
================================================================================

      Appraisers typically use three approaches in valuing real property: the
Cost Approach, the Income Capitalization Approach, and the Sales Comparison
Approach. The type and age of the property and the quantity and quality of data
affect the applicability of each approach in a specific appraisal situation.

      The sales of existing properties similar to the subject are available for
our analysis, and we can use information from these sales, along with other
market information to value the subject using the Sales Comparison and Income
Capitalization Approaches. We believe a discounted cash flow analysis is more
appropriate since it is widely used by investors in the current marketplace.

      The Cost Approach is not considered in the valuation of the subject
property. The investment marketplace does not typically trade leased office
buildings on a cost/value basis. Though development is taking place in the
suburban markets with extensive preleasing, the subject was completed
approximately ten years ago and the estimate of physical depreciation is fairly
subjective. We have therefore not employed the Cost Approach in the valuation of
this property.

      We concluded the appraisal process by reviewing each of the approaches to
value. We considered the type and reliability of data and the applicability of
each report. Finally, we reconciled the approaches and estimated the final
value.


================================================================================

                                      -37-
<PAGE>

                                                       SALES COMPARISON APPROACH
================================================================================

Methodology

      In the Sales Comparison Approach, we estimated the value of the subject by
comparing it with similar, recently sold properties in the surrounding or
competing area. Inherent in this approach is the principle of substitution,
which holds that when a property is replaceable in the market, its value tends
to be set at the cost of acquiring an equally desirable substitute property,
assuming that no costly delay is encountered in making the substitution.

      By analyzing sales that qualify as arms-length transactions between
willing and knowledgeable buyers and sellers, we can identify value and price
trends. The sold properties must be comparable to the subject in physical,
locational, and economic characteristics. The basic steps of this approach are:

      1.    research recent, relevant property sales and current offerings
            throughout the competitive area;

      2.    select and analyze properties that are similar to the subject,
            considering changes in economic conditions that may have occurred
            between the sale date and the date of value, and other physical,
            functional, or locational factors;

      3.    identify sales that include favorable financing and calculate the
            cash equivalent price;

      4.    reduce the sale prices to a common unit of comparison such as price
            per square foot of building area;

      5.    make appropriate adjustments to the prices of the comparable
            properties;

      6.    interpret the adjusted sales data and draw a logical value
            conclusion.

      The most widely-used and market-oriented unit of comparison for properties
such as the subject is the sale price per square foot of net rentable area. All
comparable sales were analyzed on this basis. On the following facing page is a
summary of the improved, sold properties that we compared with the subject
property as well as the adjustments applied.

      Over the past four years, nearly every major Class A office property in
the downtown Orlando market has transferred. We have focused on the six most
recent transfers which have taken place since March 1995. The subject's office
market has been improving fairly steadily since that time and we have therefore
adjusted the sales which took place in 1996 and 1995 upward for time to reflect
the improvement in market conditions as covered in the market analysis section
of the report.

      The subject is a high quality Class A office building located in the
northern portion of the Orlando CBD in a somewhat secondary location. The
comparable sales are generally superior to the subject in terms of location and
have been adjusted accordingly.

      The major elements of comparison for an analysis of this type include the
financial terms incorporated into a particular transaction, the conditions or
motivations surrounding the sale, changes in market conditions since the sale,
the location of the real estate, its physical and


================================================================================

                                      -38-
<PAGE>

                                                       Sales Comparison Approach
================================================================================

functional traits and the economic characteristics of the property. Advantageous
financing terms and conditions of a sale must first be adjusted to reflect a
normal market transaction. Then, changes in market conditions must be accounted
for, thereby creating a time adjusted normal unit of comparison. Adjustments
have been made for location, the physical and functional traits (size and
utility) in order to generate the final adjusted unit range which is appropriate
for comparison to the subject property.

      Our summary of Comparable Office Building Sales and Adjustments chart
details six sales involving office buildings in the Orlando market. Before
adjustment, the sales prices range from $83.67 per square foot to $162.29 per
square foot. These structures range in size from 222,970 square feet to 654,678
square feet.

Analysis of Sales

      Sale No. 1 is the September 1997 sale of the Signature Plaza office
building located at 201 South Orange Avenue in the south-central section of the
Orlando CBD. The sale price reflects an overall capitalization rate of 8.24
percent. This sale was not adjusted for time but required an upward adjustment
for age/condition to reflect its inferiority to the subject in this regard. A
downward location adjustment was made to reflect the superiority of this
property to the subject. An upward adjustment was made to reflect the inferior
parking ratio of this property as compared to the subject. After adjustments,
this sale reflected a value to the subject of $149.65 per square foot of net
rentable area.

      Sale No. 2 is the August 1997 purchase of Citrus Center in downtown
Orlando by Tircony Florida Corp. A going-in overall capitalization rate of 10.31
percent was reflected by this sale. The indicated purchase price of $110.33 per
square foot of net rentable area was not adjusted for time, however, a
significant upward age/condition adjustment was applied to reflect this
property's 1971 date of construction. Similar to Comparable Sale No. 1, this
sale required a downward location adjustment. This adjustment was countered by
an upward adjustment for inferior parking facilities. After adjustments, this
property reflected a value to the subject of $132.39 per square foot of net
rentable area.

      Sale No. 3 is the most recent transfer of DuPonte Center located at 390
North Orange Avenue. This sale took place in March 1997 and required no time
adjustment. The indicated price of $144.42 per square foot of net rentable area
reflects an unusually low overall capitalization rate of 6.68 percent. This sale
was adjusted downward to account for the superior location of this property as
compared to the subject. A significant upward adjustment was made, however, to
reflect the inferior parking facilities of this property as compared to the
subject. After adjustments, this property continues to reflect a value to the
subject of $144.42 per square foot of net rentable area.

      Sale No. 4 involved the transfer of the Colonial Bank Building at 201 East
Pine Street and reflected an overall capitalization rate of 11.12 percent. The
transfer took place in December 1996 and an upward time adjustment was made to
account for the improvement in the market since this transfer. This property was
constructed in 1975 and was adjusted upward for age/condition. Similar to
Comparable Sale No. 2, this sale required a downward adjustment for location and
an upward adjustment for inferior parking facilities. After adjustment, a unit
value of $110.44 per square foot of net rentable area is indicated.


================================================================================

                                      -39-
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      Sale No. 5 is the purchase of the SunTrust Center Building at 200 South
Orange Avenue and reflected an overall going-in capitalization rate of 8.64
percent. This transfer took place in September 1996 and was adjusted upward for
time to reflect the improvement in market conditions since that transfer. At
over 650,000 square feet, this property is significantly larger than the
subject. With all other things being equal, a larger property will reflect lower
values on a per square foot basis. We have therefore adjusted this sale upward
on a per square foot basis to reflect this tendency. A downward adjustment was
made to reflect the superior location of this property relative to the subject.
An offsetting upward adjustment was made, however, to account for the subject's
superior parking facilities. This property reflected a value to the subject of
$187.45 per square foot of net rentable area after adjustments.

      Sale No. 6 is the most recent transfer of NationsBank Tower located at 111
North Orange Avenue. This sale reflected an overall capitalization rate of 10.4
percent and a per square foot value of $125.47. This sale was adjusted upward
for time as this sale took place in March 1995. With the exception of a superior
location and inferior parking facilities, this property was considered similar
to the subject and no further adjustments were applied. After adjustments, this
property reflected a value to the subject of $144.29 per square foot of net
rentable area.

      After adjustment, a more narrow range in unit value is indicated of from
$110.44 to $187.45 per square foot. The upper end of the range is indicated by
the sale of SunTrust Tower while the low end of the range is accounted for by
the sale of Colonial Bank Building. The average adjusted sale price per square
foot of net rentable area of the comparables is $145.66 per square foot of net
rentable area. On the whole, we are of the opinion that the comparable sales are
a very good indication of market value for the subject property due to their
recency and location relative to the subject. Given the high quality
construction of the subject, the improving market conditions, and the location
of the subject in a growth corridor of the Orlando CBD, we have concluded near
the higher end of the range established by the comparable sales. We have
therefore concluded a value of $150.00 per square foot of net rentable area or
$54,000,000, rounded as calculated below.

      357,181+/- square feet @ $150.00/sf          $53,577,150
      Rounded                                      $54,000,000


================================================================================

                                      -40-
<PAGE>

                                                  INCOME CAPITALIZATION APPROACH
================================================================================

Methodology

      The Income Capitalization Approach is a method of converting the
anticipated economic benefits of owning property into a value estimate through
capitalization. The principle of "anticipation" underlies this approach in that
investors recognize the relationship between an asset's income and its value. In
order to value the anticipated economic benefits of a particular property,
potential income and expenses must be estimated, and the most appropriate
capitalization method must be selected.

      The two most common methods of converting net income into value are direct
capitalization and discounted cash flow analysis. In direct capitalization, net
operating income is divided by an overall rate extracted from market sales to
indicate a value. In the discounted cash flow method, anticipated future net
income streams and a reversionary value are discounted to an estimate of net
present value at a chosen yield rate (internal rate of return).

      In our opinion, the discounted cash flow method is most appropriate. The
discounted cash flow analysis is generally thought to be the best method for
evaluating income producing properties purchased for investment. Forecasted
future patterns of income and expenses are modeled to reflect the perceived
investor expectations. Appraisers make forecasts (not predictions) of future
events based upon their understanding of market forces and familiarity with the
expectations of typical investors in the property type being appraised. Given
the stabilized nature of the subject property as well as the indications of
overall going-in capitalization rates provided by the comparable sales, we have
also applied a direct capitalization analysis of the subject property based on
the first year's net operating income.

Potential Gross Income

      Generally, office tenants pay rent on a rentable area basis which is
consistent with the space measurement standards for buildings of similar
vintage, plus any increases in operating expenses and real estate taxes above
stipulated base year amounts. Tenant electric costs are treated in a number of
ways depending upon the mechanical make-up of the building.

Existing Leases

      The subject is currently 100 percent occupied. Please refer to the subject
lease abstracts presented in the addenda to this report. As previously
mentioned, we have been provided with a client prepared Argus cash flow model.
This model contains details of the tenant expense pass-throughs in addition to
rental rates and lease terms. We have attempted to verify this information with
a rent roll provided by the property owner, however, the tenant lease
information provided by the borrower was incomplete and did not enable us to
confirm the pass-through methods contained in the Argus model. We have therefore
relied upon the cash flow model provided to us by the client with regard to
expense pass-throughs. Recent leasing activity at the subject includes a lease
for 24,592 square feet to Educational Institution beginning July 1997 with a ten
year term at an initial rate of $18.50 per square foot per year and an average
rate of $20.42 per square foot. This rental rate is gross plus increases in
operating expenses over a base year amount. Another recent lease is to Fluor
Daniel, Inc. which took place in June 1997 and extends for three years. The
average annual rental rate is $21.03 per square foot on a gross plus increases
basis.

      As can be seen by the following lease expiration schedule, generally small
portions of the subject property in terms of net rentable area are due to expire
over the next three years. In year


================================================================================

                                      -41-
<PAGE>

                                                  Income Capitalization Approach
================================================================================

four of the cash flow, a total of 11.1 percent of the leases are due to expire,
followed by 2.8 percent in year 5. Year 6 of the cash flow reflects a total of
44.3 percent of the leases as expiring which is fairly significant in terms of
the property as a whole, however, since this is not scheduled to occur until the
sixth year of the cash flow, the impact is somewhat mitigated. We have
nevertheless considered the lease expiration schedule in our selection of a
discount rate for the subject property.

             =================================================
                            Lease Expiration Schedule
             -------------------------------------------------
             Year     No. of Leases     Annual SF     % of NRA
             =================================================
             1998          4              10,635        3.0%
             -------------------------------------------------
             1999          4              19,941        5.6%
             -------------------------------------------------
             2000          9              23,391        8.2%
             -------------------------------------------------
             2001          12             39,703       11.1%
             -------------------------------------------------
             2002          2              10,088        2.8%
             -------------------------------------------------
             2003          14            158,325       44.3%
             -------------------------------------------------
             2004          6              51,648       14.4%
             -------------------------------------------------
             2005          7              19,375        5.4%
             -------------------------------------------------
             2006          12             70,388       19.7%
             =================================================
                  
      Based upon the lease expiration schedule, we forecast an 9 year investment
holding period. The 10th year is estimated to be the reversionary year.

Office Market Rental Rate

      The market rent for office space within the property has been estimated by
analyzing comparable properties exhibited on the summary chart and an adjustment
grid which appears on the facing page. In our analysis, we have considered the
four comparable leases and have adjusted for lease attributes including, rent
concession, market conditions, location, quality, size and building condition.
Percentage adjustments between the subject property and the comparable
properties were made for each of these factors.

      We have adjusted each comparable for rent concessions where appropriate
and where building standard alteration work is significantly different from that
which is offered at the subject property. Comparable leases which provide more
generous rent concessions when viewed in the aggregate over the length of the
lease terms available were adjusted downward to account for the concession
packages. Conversely, those rentals with less generous rental concession
packages were adjusted upward. In general, we found that the concession packages
available throughout the Orlando market included no free rent for office
occupancy and offered alteration allowances generally between $12 and $20 per
square foot for new leases and from $4.00 to $5.50 per square foot for renewals.
These figures are generally consistent with those indicated by Orlando office
brokers we spoke with.

      In addition to analyzing actual deals within and outside of the subject
property, leasing brokers were interviewed in an effort to ascertain competitive
packages available in the marketplace today. Most brokers interviewed were of
the opinion that rents have recently increased significantly over the past three
to four years which is supported by the market analysis presented earlier in
this report. This overall market improvement has placed downward pressure on
tenant improvement allowances and has also led to the institution of previously
unheard of charges for parking.


================================================================================

                                      -42-
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      In consideration of the occupied area, location and lease dates, the
comparable rental data provide fairly consistent evidence of rental rates for
properties located in the Orlando CBD market. Accordingly, this results in a
market value indication for the subject space of $21.00 per square foot with
annual increases on a gross basis plus increases in operating expenses over base
year amounts. This rate represents an average for all of the rentable space in
the building.

      These rents assume a work allowance of $10.00 per square foot for vacant
space and $5.00 per square foot where the existing tenant renews. This compares
favorably with the most recent leasing activity at the subject. The new tenant
improvements of $10.00 per square foot is lower than some of the most recent
leases in the market but considered reasonable considering the 100 percent
occupancy of the building, the quality and condition of existing interior
finishes, and the lower amount of tenant work provided by the most competitive
class A buildings in the market.

Assumptions Regarding Existing and Proposed Leases

      With regard to the lease expirations, we have projected that 35 percent of
the tenants within the property will vacate their premises at the expiration of
their leases, and that 65 percent will renew their leases for space that they
currently occupy. This assumption is based in part upon our experience with
office properties where the retention rates have been slightly higher at 70 to
80 percent.

      Vacancy between leases includes the period of actual downtime and could
also include the construction period for new tenant spaces. Consistent with our
experience, we have assumed a 6 month vacancy between leases, inclusive of the
construction period. The vacancy is weighted for a 65 percent renewal
probability which results in an effective downtime of the effective vacancy
period of 2 months downtime upon lease expiration.

Reimbursable Expenses

      Tenants are responsible for their pro-rata share of real estate taxes when
this expense exceeds those incurred during the first year of occupancy. This
type of escalation is typically also applied to operating expenses. Based on the
information provided by the client, the majority of the current leases in the
subject property include this form of escalation. The calculation of this
revenue is summarized as follows: billing year operating expenses, less base
year operating expenses, multiplied by the tenants, pro-rata share of rentable
area. As mentioned, we have been forced to rely on a client prepared cash flow
with regard to expense pass-throughs.

      We have assumed that future leases in the subject property will be on a
similar basis. The tenant will be responsible for increases in real estate taxes
over the base fiscal year amount billed either on a semi-annual or monthly
basis, and operating expenses will be billed monthly. Rental rates include
tenant electric.


================================================================================

                                      -43-
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Vacancy and Collection Loss

      Both the investor and the appraiser are primarily interested in the annual
revenue that an income property is likely to produce over a specified period of
time, rather than the income it could produce if it were always 100 percent
occupied and all tenants were paying their rent in full and on time. Normally, a
prudent practice is to expect that some income loss will incur as tenants
vacate, fail to pay rent, or pay rent late.

      Our cash flow projection assumes a tenant vacancy of 6 months upon lease
expiration set against our probability of renewal estimated to be 65 percent.
Finally, a global vacancy and credit loss has been applied to the gross rental
income. The vacancy/global credit loss provision applies to all tenants and is
estimated at 5 percent.

Other Income

      In addition to rental income, the subject has recently generated $140,000
per year in parking income. Given the upside income potential from the parking
garage as discussed in the office market analysis and potential rental income
sections of the report, we have estimated a first year parking revenue figure of
$180,000 which we have grown to $275,000 in year two, $350,000 in year three and
$450,000 in year 4 of the cash flow at which point we have grown the income
amount at the underlying 3.0 percent rate of inflation. Other minor other income
items include storage rental income, overtime electric charges, and
miscellaneous building services. First year revenue for these items is estimated
at $101,000 total and is grown at the underlying 3.0 percent inflation rate.

Operating Expenses

      We have analyzed the subject's historical expenses for 1995 and 1996 as
well as the budgeted operating expenses for 1997 as provided by management and
exhibited on the table on the facing page. We forecasted the property's
operating expenses after consulting local building managers and agents,
including Cushman & Wakefield Property Management Personnel. We have also
examined industry norms as reported by BOMA, experienced exchange reports
published by the Building Owners and Managers Association International, a
nationally recognized publication.

      The following analysis attempts to utilize the budgeted expense data
supported by actual historical information. The age and unique physical
characteristics of the subject warrant consideration of the subject's budget in
estimating market operating expenses.

Real Estate Taxes

      The real estate taxes have been discussed in a separate section of this
report. Please refer to the Real Property Assessment and Taxes section of this
report. The first year expense projection is $930,000.

Utilities Expense

      The utilities expense has been projected by management at $598,560 for the
1997 budget year. This expense was $283,935 in 1995 and $648,865 in 1996. The
utility expense comprises common area electric which includes heat and air
conditioning to the tenant areas, and water and sewer. We have projected a
utilities expense, based upon stabilized occupancy, of $600,000 or $1.68 per
square foot.


================================================================================

                                      -44-
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Insurance

      The insurance expense was projected to be $32,051, or $0.09 per square
foot in the 1997 budget based on the current policy. This expense has varied in
past years from $29,595 in 1995 to $55,076 in 1996. Considering the subject's
historical expenses as well as the 1997 budget amount, we have projected an
amount of $40,000 or $0.11 per square foot as reasonable for the subject
property.

Repairs and Maintenance

      The budgeted amount for repairs and maintenance for 1997 amounts to
$713,933. This reflects a cost of $2.00 per square foot. For years 1994 through
1996, this expense ranged between $0.79 and $1.55 per square foot. We have
included an annual deduction for reserves for capital items amounting to $36,000
for the first year of our projection. Considering the inclusion of these items
which will in part account for expenses previously included in repairs and
maintenance, we have projected a first year repairs and maintenance expense of
$720,000 or $2.02 per square foot.

Cleaning

      The cleaning expense is broken down into three general categories: the day
cleaning payroll, contract services which provide janitorial, window cleaning
and sidewalk cleaning and supplies materials and miscellaneous cleaning
products. The cleaning expense has ranged between $87,580, or $0.25 per square
foot and $213,015, or $0.60 per square foot. The amount budgeted for 1997 is
$267,248, or approximately $0.75 per square foot. We have estimated a cleaning
expense of $275,000 for the first fiscal year of our projection. This represents
an expense per square foot of $0.77.

Security

      The security expense has been estimated at $0.42 per square foot, or
$150,000. This amount represents funds for the contract services to provide
guard service during nonbusiness hours and to maintain a security presence in
the common areas during business hours. This expense has been $0.78 to $0.41 per
square foot over the past two years and management's projection of $142,197 or
$0.40 per square foot appears reasonable.

General and Administrative

      Administration expense provides for professional services, legal fees,
general office expenses and for the salaries of the on-site manager, staff
bookkeeper, secretary, overtime and benefits. The total administration cost is
projected to be $52,000, or $0.15 per square foot in the 1997 budget. This
expense has ranged significantly during 1995 and 1996 but appears to have
stabilized as indicated in the 1997 budget. We have therefore projected a first
year administrative expense of $60,000 or $0.17 per square foot which is in line
with the subject's budget.

Promotion

      This expense category includes costs for promotional materials and
advertising to maintain the subject's presence in the market. The total
administration cost is projected to be $22,300, or $0.06 per square foot in the
1997 budget. This expense has generally declined as the property has leased-up
over the past three years. We have therefore projected a first year
administrative expense of $25,000 or $0.07 per square foot which is in line with
the subject's budget.


================================================================================

                                      -45-
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Management

      The management expense has ranged from $101,900 to $236,211 and is
budgeted at $260,400 for 1997. Based on the current management contract as well
as the typical management contract in this market, we have estimated the
subject's management cost at 3 percent of collected income over the course of
the holding period. This expense amounts to $240,421 in the first year of the
cash flow projection. According to the client, this expense is not passed though
to the tenants.

Total Expenses

      We have projected total stabilized operating expenses, excluding reserves,
tenant improvements, and leasing commissions of $3,040,421 or $9.53 per square
foot of net rentable area. This level of expenses is considered reasonable by
local standards.

Leasing Commissions and Alteration Costs

      The leasing commissions have been based upon the generally accepted
standard schedule. The standard schedule as quoted by leasing agents in the
Orlando market area amounts to 6 percent of the aggregate rental for a net lease
and 3 percent of the aggregate rental on a renewal. Based on the assumption that
a 3 percent commission rate is paid on renewal leases, we have applied the 65
percent renewal probability to the 6 percent commission rate to yield a 4.05
percent commission rate on speculative renewals.

      Orlando office building owners typically refurbish office space to tenant
specifications. Known as tenant workletters, the refurbishment typically takes
the form of the demolition of the old improvements, the addition of new
partitions, lighting and carpeting. In certain instances, new ceilings are also
provided. Alternatively, a lump sum amount is given to the tenants for the
improvements. Tenant improvements are expressed as a dollar amount per square
foot with new tenants typically receiving $10.00 per square foot and renewal
tenants typically receiving $5.00 per square foot. Again, the probability of
renewal is applied to these figures for a tenant improvement figure of $6.75 per
square foot upon speculative renewals.

Reserves for Capital Items

      It is customary and prudent to deduct an annual sum from the effective
gross income to establish a reserve for replacing short-lived items throughout
the building. These costs may include roof repair, HVAC upgrades and ADA
compliance. Our 1997 projections include $36,000, or approximately $0.10 per
square foot of rentable area. This amount is grown at the concluded inflation
rate and is considered reasonable for capital expenditures over the course of
the investment holding period.


================================================================================

                                      -46-
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Discounted Cash Flow Analysis

      In the discounted cash flow analysis, we employed the Argus software model
which allows us to simulate the operating characteristics of the property and to
make a variety of operating assumptions. We try to reflect the most likely
investment assumptions of typical buyers and sellers in this particular market
segment.

      Cash Flow Assumptions for the subject are as follows:

I.   Projection Period:            10 years commencing November 1, 1997
                                   with an investment holding period of 9 years.

II.  Growth Rates
     A. Market Rental Rates:       $21.00/sf year 1
                                   $22.00/sf year 2
                                   Growing at 3.5% per year thereafter
     B. Operating Expenses:        3.5% per annum
     C. Real Estate Taxes:         3.5% per annum
     D. Tenant Work:               3.5% per annum

III. Market Rent:                  $21.00 per square foot, gross plus increases 
                                   in operating expenses over base year amounts

IV.  Revenues
     A. Rental Income:             Based upon current rent roll
     B. Expense Recoveries:        Tenants pay according to their lease terms, a
                                   pro-rata share of all operating expenses over
                                   base year amounts with the exception of
                                   reserves, leasing commissions, management and
                                   tenant work.

V.   Vacancy:                      2 months weighted average vacancy in addition
                                   to an average of approximately 5% global
                                   vacancy and credit loss.

VI. Tenant Work:                   $10.00 per SF for new tenants, $5.00 per SF
                                   for renewing tenants, increasing at 3.5% per
                                   year.

VII. Expenses
     A. Operating Expenses
        Building Operating
        Expenses:                  Based upon the 1997 estimated operating
                                   expenses amounting to $3,040,421 for a fully
                                   occupied building, or $9.53 per square foot.

     B. Management:                The management expense is estimated to be
                                   $240,421 which equates to $0.67 per square
                                   foot.


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                                      -47-
<PAGE>

                                                  Income Capitalization Approach
================================================================================

     C. Real Estate Taxes:         As presented in Real Property Assessments and
                                   Taxes section of this report.

VIII. Rollover and Renewals
     A. Tenant Mix Upon Lease
        Expiration:                65 percent renew, 35 percent vacate

     B. Office Space
        Characteristics of New Leases

        1. Lease Term:             5 years

        2. Vacancy Period:         2 months weighted average upon lease
                                   expiration

        3. Base Rent:              Base rent is assumed to be market rent in the
                                   year of lease expiration.

        4. Type of Escalation:     Pass-through of pro-rata share of all
                                   operating expenses over base year, with the
                                   exception of reserves, leasing commissions,
                                   and tenant improvements which are fully paid
                                   by the owner.

        5. Leasing Commissions:    Calculated based upon standard commission
                                   rates for 5 year lease transactions.

Cash Flow Projection

      The 10 calendar cash flow projection which includes our 9 year holding
period and the 10th year reversion is illustrated on the facing page. The cash
flow reflects the results of the Argus cash flow projections.

Terminal Capitalization Rate

      A terminal capitalization rate (OAR) was used to estimate the market value
of the property at the end of the assumed investment holding period. The rate is
applied to the 10th year estimate of operating income. We estimated an
appropriate terminal rate based upon indicated rates in today's market. A
premium was added to today's rate to allow for the risk of unforeseen events or
trends which might affect our estimate of net operating income during the
holding period, including possible deterioration in market conditions for the
property. Investors typically add 50 to 100 basis points to the "going-in" rate
to arrive at a terminal OAR, according to Cushman & Wakefield's Periodic
Investor Surveys.

Discount Rate Analysis

      Our valuation endeavors to reflect the most likely actions of typical
buyers and sellers in this market. We forecasted the cash flows and discounted
them and the future property value at reversion to a present value at various
internal rates of return (yield rates) currently anticipated by investors in
similar quality investments. The yield rate (internal rate of return or IRR) is
the single rate that discounts all equity benefits (cash flows and equity
reversion) to an estimated present value.

      In the discounted cash flow analysis, we employed the Argus computer
program. This program simulates the operating characteristics of the property
and allows us to make a variety of operating assumptions. We try to reflect the
most likely assumptions of typical buyers and sellers in this particular market
segment.


================================================================================

                                      -48-
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Analysis of the discounted cash flow method is examined over a holding
period that allows the investment to mature, the investor to recognize a return
commensurate with the risk taken and a recapture of the original investment.
Typical holding periods usually range from 10 to 20 years and are sufficient for
a majority of institutional grade real properties, such as the subject to meet
the criteria noted above. In the instance of the subject, we have analyzed the
cash flow anticipated over the 10 year projection period. Our analysis has been
performed on a fiscal year basis, commencing November 1,1997.

      A sale or reversion is deemed to occur at the end of the 9th year, based
upon capitalization of the following year's net operating income. This is based
upon the premise that a buyer is purchasing the following year's net income.
Therefore, our analysis reflects this situation by capitalizing the first year
of the next holding period.

      The present value was formulated by discounting the property's cash flows
at various rates. The yield rate utilized to discount the projected cash flow
and eventual property reversion were based upon an analysis of anticipated yield
rates of investors dealing in similar investments. The rates reflect acceptable
expectations of yields to be achieved by investors currently in the marketplace
shown in their current investment criteria and as extracted from the sale of
office buildings.

      Since any real estate investment must compete in the open market for
capital, it must be competitive with the various alternatives available in the
financial marketplace. In developing an appropriate risk rate for the subject,
we have given consideration to a number of different investment opportunities.
These other non-real estate alternatives are important to an equity investor
when contemplating investments which include long term rates such as Corporate
AAA Bonds and 30 Year Treasury Bonds.

      Cushman & Wakefield publishes an investor survey outlining current
investment parameters for major forces in the real estate marketplace. The
results of this most recent survey, prepared as of Fall, 1996 is provided in the
Addenda section of this report. The investment instruments described above and
the pre-tax yield requirements in our survey provide a benchmark for prevailing
real estate market conditions, especially when differing investment
characteristics are considered. These yields are considered to be the best
indicators available of general yield expectations in the marketplace.

      Major investors in existing investment grade real estate, such as office
buildings, shopping centers and industrial facilities currently require equity
yield rates in the range of between 10 percent to 15 percent depending upon the
attraction, duration and quality of a project's cash flow, the type of property,
recent market activity, availability in terms of financing, risk perception, tax
benefit potential and future value considerations.

      Obviously, with risk being commensurate with return, more secure income
streams would tend to fall toward the lower end of the current yields, with
those properties containing more risks, falling toward the upper end. We also
must consider the fact that the subject property, as a Class A building located
in the Orlando CBD would be considered a lower level risk investment relative


================================================================================

                                      -49-
<PAGE>

                                                  Income Capitalization Approach
================================================================================

to other office product attracting national investor attention. This factor will
be considered in our analysis of investment returns which are cited in the
Investor Survey.

      The residual cash flow generated by the subject property comprises only
the first part of the return which an investor will receive. The second
component of this investment return is the pretax cash proceeds from the resale
of the property at the end of the projected investment holding period.
Typically, investors will structure a provision in their analysis in the form of
a rate differential over going-in capitalization rates in projecting a future
disposition price. The view is that the improvement is then older and the future
is more difficult to visualize, hence a slightly higher rate is warranted for
the added risks in forecasting.

      Cushman & Wakefield's Valuation Advisory Services has surveyed national
real estate investors to determine their investment objectives. The most recent
survey dated Fall, 1996 details the investment requirements of active investors
in the marketplace. Regarding value-added (those requiring lease-up) urban Class
A office buildings, these investors generally require internal rates of return
from 11.0 percent to 16.0 percent with an average-low and high ranging from 12.8
percent to 13.6 percent, respectively. Going-in capitalization rates range from
8.0 percent to 12.0 percent with the average low and high ranging from 9.3
percent to 10.0 percent, respectively. Terminal capitalization rates range from
8.5 percent to 11.0 percent with the average low and high ranging from 9.5
percent to 10.3 percent, respectively. Growth rates for income and expenses
generally range from 3 percent to 5 percent.

      Additional publications of investment parameters of national investors
lend support to Cushman & Wakefield's Valuation Advisory Services Investor
Survey, Fall, 1996. National market indicators, as of the second quarter of
1997, published by Peter F. Korpacz & Associates is summarized as follows:

         ==================================================================
                           National Market Indicators
                               Second Quarter 1997
                           National CBD Office Market
         ===================================================================
                                        Range              Average
         -------------------------------------------------------------------
                   IRR             10.0% to 15.0%           11.76%
         -------------------------------------------------------------------
                  OAR/In            7.5% to 12.0%            9.28%
         -------------------------------------------------------------------
                  OAR/Out           8.25% to 12%             9.59%
         -------------------------------------------------------------------
                                                       
         ===================================================================
         Source:/ Real Estate Investor Survey, Peter F. Korpacz & Associates
         ===================================================================

      Based upon the above, it is our opinion that an investor would require a
discount rate in the range of 10.5 to 11.5 percent with a terminal
capitalization rate in the range of 8.5 percent to 9.5 percent. The discount
rate is impacted by the credit rating of the tenants in place which is
considered average, as well as the number of leases which expire over the
holding period. As indicated previously, the building is currently 100 percent
occupied with a generally minimal number of leases due to expire over the next
five years.

      Enough information was available on each of the comparable sales used to
derive an overall going-in capitalization rate. The range of rates reflected by
the comparable sales was 6.68 percent to 11.12 percent with an average of 9.19
percent. It is important to note that the sale which took place in 1997
reflected a range of 6.68 percent to 10.31 percent with an average of


================================================================================

                                      -50-
<PAGE>

                                                  Income Capitalization Approach
================================================================================

8.41 percent, suggesting that investor return requirements are declining with
regard to Class A office buildings in this market. Accordingly, we have
discounted the projected future pre-tax cash flows to be received by an equity
investor in the subject property at the present value of from 10.5 percent to
11.5 percent at 25 basis point intervals at a terminal capitalization rate
ranging of 9.0. Discounting these cash flows over the range of yield rates and
terminal capitalization rates now being required by participants in the market
for this type of real estate places additional perspective upon our analysis. A
valuation matrix for the subject property is presented on the facing page.

      The valuation of the subject property varies with the discount rates from
approximately $54,000,000 to $57,000,000, as rounded. Giving consideration to
all the characteristics of the subject property previously discussed, we feel
that a prudent investor would require a yield rate which falls towards the
middle of the market range outlined for this property.

      In view of the analysis presented, it is our opinion that the discounted
cash flow analysis indicates a market value of $56,000,000, as rounded for the
subject property. The indices of investment generated through this indication of
value are presented as follows:

      Terminal Capitalization Rate         9.0%
      Equity Yield                         11.0%
      Price/SF of NRA                      $156.78/SF

      In the final analysis, it is our opinion that the value of the leased fee
estate in the land and improvements, as indicated by the Income Capitalization
Approach is $56,000,000.

      The concluded value reflects a going-in capitalization rate of 8.9 percent
based upon the first year's net operating income per the cash flow projection.
This rate is supported by the recent office building sales in downtown Orlando
as well as by the most recent investor surveys referenced earlier in the report.


================================================================================

                                      -51-
<PAGE>

                                         RECONCILIATION AND FINAL VALUE ESTIMATE
================================================================================

      We have considered all of the traditional approaches to estimate market
value of the commercial real estate in our analysis. Two of the three
traditional approaches were utilized indicating the following values for the
subject property.

              VALUE INDICATIONS AND CONCLUSION - ONE ORLANDO CENTER

         Cost Approach                                             N/A
         Sales Comparison Approach                         $54,000,000
         Income Capitalization Approach                    $56,000,000

      The Cost Approach has not been utilized in this report. This valuation
method requires an estimate of the cost to replace the existing improvements.
From the estimated replacement cost of the improvements, accrued depreciation
from physical, functional and economic sources is deducted to arrive at a cost
less depreciation. The estimated land value is then added to arrive at a total
value. The Cost Approach was not utilized in this report due to the lack of
available data to estimate the site's land value. The subjectivity of estimating
accrued depreciation of aged existing improvements limits the reliability of
this approach. Finally and most importantly, we know of few investors who
utilized replacement costs as the basis for their investment decisions.

      The Sales Comparison Approach consists of the collection and analysis of
data relevant to actual sales of property interests deemed comparable to the
subject property. Properties which have been sold are compared to the property
under appraisal and adjustments to the sales prices are made based upon
differences between the subject property and the comparable sales. Adjustments
are typically made for location, date of sale, building size, quality of
construction and other relevant characteristics.

      The Income Capitalization Approach converts anticipated cash flows into a
present value estimate. This method is based on the premise that the motivation
of a property purchase is a function of the anticipated future benefits to be
gained from the investment. The potential purchaser, in essence, will trade the
purchase price of the property for a projected income stream to be received in
the future. Conversion of the anticipated cash flow into a value indication
commonly occurs in the form of discounted cash flow analysis or application of a
single capitalization rate to a stabilized income estimate.

      These three traditional methods of estimating the market value of
commercial real estate are not mutually exclusive approaches to derive an
estimate of the most probable selling price, but are interdependent
methodologies, each relying on components from at least one of the other
approaches. Hence, the Cost Approach requires extensive market data to derive
estimates of depreciation and to determine the value of land as if vacant. This
approach may require income data in order to make adjustments for functional and
economic obsolescence. The Sales Comparison Approach requires application of
methods from the Income Capitalization Approach in order to make adjustments for
differences in income that have influence on the sale price. Consideration of
market data is also required for the Income Capitalization Approach in the
selection and application of equity, capitalization and discount rates and
estimation of income and expenses.

      It is the Income Capitalization Approach, however, that is logically
considered the most appropriate technique for estimating the value of income
producing property. Not only does this


================================================================================

                                      -52-
<PAGE>

                                         Reconciliation and Final Value Estimate
================================================================================

approach represent the most direct and accurate simulation of market behavior,
it is the method explicitly employed by buyers and sellers in acquisition and
disposition decisions. Therefore, following the implied dictum of the market, we
have used an approach based primarily on projected income as the foundation of
our valuation of the subject property. This is particularly true of the subject
property which is currently operating at or above stabilized levels with a
fairly well defined cash flow over the next five years.

      Despite the applicability of the Income Capitalization Approach in this
case, the Sales Comparison Approach has been given fairly significant weight in
the value reconciliation. As mentioned, six of the directly competitive
properties to the subject in the downtown Orlando market have sold within the
past four years. We were able to gather sufficient information on each sale to
estimate the going-in capitalization rate required by each purchaser, thereby
providing a very good indication of value to the subject, both on a per square
foot basis and as a multiple of net operating income per square foot. We have
therefore placed significant weight on the results of the Sales Comparison
Approach in our final value conclusion.

      As a result of our analysis, it is our opinion that the market value of
the leased fee estate in the subject property, subject to the assumptions,
limiting conditions, certifications and definitions, as of September 23, 1997,
was:

                           FIFTY FIVE MILLION DOLLARS
                                  $55,000,000

Marketing Time

      Marketing time is an estimate of the time that might be required to sell a
real property interest at the appraised value. Marketing time is presumed to
start on the effective date of the appraisal. (Marketing time is subsequent to
the effective date of the appraisal and exposure time is presumed to precede the
effective date of the appraisal.)

      The estimate of marketing time uses some of the same data analyzed in the
process of estimating reasonable exposure time and it is not intended to be a
predication of a date of sale. Based on the current state of the subject's
market as well as the marketing times of comparable properties in the area, we
concluded a marketing time of twelve months for the subject.


================================================================================

                                      -53-
<PAGE>

                                             ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

"Appraisal" means the appraisal report and opinion of value stated therein, or
the letter opinion of value, to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

"C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

The Appraisal has been made subject to the following assumptions and limiting
conditions:

1.    No opinion is intended to be expressed and no responsibility is assumed
      for the legal description or for any matters which are legal in nature or
      require legal expertise or specialized knowledge beyond that of a real
      estate appraiser. Title to the Property is assumed to be good and
      marketable and the Property is assumed to be free and clear of all liens
      unless otherwise stated. No survey of the Property was undertaken.

2.    The information contained in the Appraisal or upon which the Appraisal is
      based has been gathered from sources the Appraiser assumes to be reliable
      and accurate. Some of such information may have been provided by the owner
      of the Property. Neither the Appraiser nor C&W shall be responsible for
      the accuracy or completeness of such information, including the
      correctness of estimates, opinions, dimensions, sketches, exhibits and
      factual matters.

3.    The opinion of value is only as of the date stated in the Appraisal.
      Changes since that date in external and market factors or in the Property
      itself can significantly affect property value.

4.    The Appraisal is to be used in whole and not in part. No part of the
      Appraisal shall be used in conjunction with any other appraisal.
      Publication of the Appraisal or any portion thereof without the prior
      written consent of C&W is prohibited. Except as may be otherwise stated in
      the letter of engagement, the Appraisal may not be used by any person
      other than the party to whom it is addressed or for purposes other than
      that for which it was prepared. No part of the Appraisal shall be conveyed
      to the public through advertising, or used in any sales or promotional
      material without C&W's prior written consent. Reference to the Appraisal
      Institute or to the MAI designation is prohibited.

5.    Except as may be otherwise stated in the letter of engagement, the
      Appraiser shall not be required to give testimony in any court or
      administrative proceeding relating to the Property or the Appraisal.

6.    The Appraisal assumes (a) responsible ownership and competent management
      of the Property; (b) there are no hidden or unapparent conditions of the
      Property, subsoil or structures that render the Property more or less
      valuable (no responsibility is assumed for such conditions or for
      arranging for engineering studies that may be required to discover them);
      (c) full compliance with all applicable federal, state and local zoning
      and environmental regulations and laws, unless noncompliance is stated,
      defined and considered in the Appraisal; and (d) all


================================================================================

                                      -54-
<PAGE>

                                             Assumptions and Limiting Conditions
================================================================================

      required licenses, certificates of occupancy and other governmental
      consents have been or can be obtained and renewed for any use on which the
      value estimate contained in the Appraisal is based.

7.    The physical condition of the improvements considered by the Appraisal is
      based on visual inspection by the Appraiser or other person identified in
      the Appraisal. C&W assumes no responsibility for the soundness of
      structural members nor for the condition of mechanical equipment. plumbing
      or electrical components.

8.    The forecasted potential gross income referred to in the Appraisal may be
      based on lease summaries provided by the owner or third parties. The
      Appraiser assumes no responsibility for the authenticity or completeness
      of lease information provided by others. C&W recommends that legal advice
      be obtained regarding the interpretation of lease provisions and the
      contractual rights of parties.

9.    The forecasts of income and expenses are not predictions of the future.
      Rather, they are the Appraiser's best estimates of current market thinking
      on future income and expenses. The Appraiser and C&W make no warranty or
      representation that these forecasts will materialize. The real estate
      market is constantly fluctuating and changing. It is not the Appraiser's
      task to predict or in any way warrant the conditions of a future real
      estate market; the Appraiser can only reflect what the investment
      community, as of the date of the Appraisal, envisages for the future in
      terms of rental rates, expenses, supply and demand.

10.   Unless otherwise stated in the Appraisal, the existence of potentially
      hazardous or toxic materials which may have been used in the construction
      or maintenance of the improvements or may be located at or about the
      Property was not considered in arriving at the opinion of value. These
      materials (such as formaldehyde foam insulation, asbestos insulation and
      other potentially hazardous materials) may adversely affect the value of
      the Property. The Appraisers are not qualified to detect such substances.
      C&W recommends that an environmental expert be employed to determine the
      impact of these matters on the opinion of value.

11.   Unless otherwise stated in the Appraisal, compliance with the requirements
      of the Americans With Disabilities Act of 1990 (ADA) has not been
      considered in arriving at the opinion of value. Failure to comply with the
      requirements of the ADA may adversely affect the value of the Property.
      C&W recommends that an expert in this field be employed.


================================================================================

                                      -55-
<PAGE>

                                                             SPECIAL ASSUMPTIONS
================================================================================

1.    We have been provided with abstracts of the lease agreements in place at
      the subject property. We have relied on the accuracy of these abstracts in
      the valuation of the subject property. Should any of the information in 
      the abstracts be found to be inaccurate, a material adjustment to the 
      value conclusion in this report could result.


================================================================================

                                      -56-
<PAGE>

                                                      CERTIFICATION OF APPRAISAL
================================================================================

      We certify that, to the best of our knowledge and belief:

1.    Eric B. Lewis inspected the property and prepared the report.

2.    The statements of fact contained in this report are true and correct.

3.    The reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions, and are my personal,
      unbiased professional analyses, opinions, and conclusions.

4.    We have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved.

5.    Our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of a subsequent event. The appraisal assignment was not
      based on a requested minimum valuation, a specific valuation or the
      approval of a loan.

6.    No one provided significant professional assistance to the persons signing
      this report.

7.    Our analyses, opinions, and conclusions were developed, and this report
      has been prepared, in conformity with the Uniform Standards of
      Professional Appraisal Practice of the Appraisal Foundation and the Code
      of Professional Ethics and the Standards of Professional Appraisal
      Practice of the Appraisal Institute.

8.    The use of this report is subject to the requirements of the Appraisal
      Institute relating to review by its duly authorized representatives.

9.    As of the date of this report, Eric B. Lewis, MAI has completed the
      requirements of the continuing education program of the Appraisal
      Institute.


      /s/ Eric B. Lewis

      Eric B. Lewis, MAI
      Director
      Valuation Advisory Services
      State of Florida Certified General Real
      Estate Appraiser No. RZ-0002224


================================================================================

                                      -57-
<PAGE>

                                                                         ADDENDA
================================================================================



                             IMPROVED PROPERTY SALES

                  PHOTOGRAPHS OF SELECTED COMPETING BUILDINGS

                          SUMMARY OF ARGUS ASSUMPTIONS

                                LEGAL DESCRIPTION

                      CITY OF ORLANDO FLOOD ZONE INDICATION

                             SUBJECT LEASE ABSTRACTS

                       CUSHMAN & WAKEFIELD INVESTOR SURVEY

                           APPRAISER'S QUALIFICATIONS


================================================================================

                                      -58-
<PAGE>

                                            OFFICE BUILDING SALE               1
================================================================================

Location Data

      Property Name:                 Signature Plaza
      Location:                      201 S. Orange Avenue
      City:                          Orlando
      County:                        Orange
      State/Zip:                     Florida
      Assessor's Parcel No(s):       22-29-26-7352-22-009
      Atlas Reference:               N/A
                                     
Physical Data                  
      Type:                          CBD
      Land Area:                     1.9800 Acres     Zoning: AC-3, Downtown
                                     Activity Core
      Gross Building Area:           298,000 SF
      Net Rentable Area:             272,639 SF
      Usable Building Area:          272,639 SF
      Year Built:                    1982
      # of Stories:                  15
      Parking:                       5-level, 512 spaces - 1.9/1000
      Condition:                     Good
      Exterior Walls:                Steel
      Amenities:                     N/A
      Class:                         A
                                     
Sale Data                      
      Transaction Type:              Sale
      Date of Transaction:           09/97
      Marketing Time:                8 months
      Grantor:                       Judd Malkin, et al.
      Grantee:                       ACP Signature Plaza Partners, LP
      Document No.:                  N/A
      Sale Price:                    $34,000,000
      Financing:                     Cash to Seller
      Cash Equivalent Price:         $34,000,000
      Required Capital Cost:         $0
      Adjusted Sale Price:           $34,000,000
      Verification:                  C&W-VAS, NY 9/97
                                     
Financial Data                 
      Assumptions & Forecast:        N/A
      Occupancy at Sale:             96%
      Existing or Pro Forma Income:  N/A
                                     TOTAL             P.S.F.
                                     -----             ------
      Potential Gross Income:        $4,750,000        $17.42
      Vacancy and Credit Loss:       N/A               N/A
      Effective Gross Income:        $4,750,000        $17.42
      Expenses:                      $1,950,000        $7.15
      Net Operating Income:          $2,800,000        $10.27


SIGNATURE PLAZA
<PAGE>

                                            OFFICE BUILDING SALE               1
================================================================================

Analysis

      Value Indicators:
      Overall Capitalization Rate (OAR):  8.24%
      Projected IRR:                      N/A %
      Effective Gross Multiplier (EGIM):  7.16
      Operating Expense Ratio (OER):      41.05%
      Price Per Square Foot:              $124.71

Comments

      Property has upside income potential due to packing facilities and an
      approved public atrium leasehold which could generate additional kiosk
      revenue.


Photograph


                                [PHOTO OMITTED]


SIGNATURE PLAZA
<PAGE>

                                            OFFICE BUILDING SALE               2
================================================================================

Location Data

      Property Name:                 Citrus Center
      Location:                      255 S. Orange Avenue
      City:                          Orlando
      County:                        Orange
      State/Zip:                     Florida
      Assessor's Parcel No(s):       22-29-26-7352-22-010
      Atlas Reference:               N/A
                                     
Physical Data                        
                                     
      Type:                          CBD
      Land Area:                     2.2800 Acres     Zoning: AC-3, Downtown 
                                                      Activity Core
      Gross Building Area:           258,321 SF
      Net Rentable Area:             258,321 SF
      Usable Building Area:          258,321 SF
      Year Built                     1971
      # of Stories:                  18
      Parking:                       5-level garage, 672 spaces-2.6
      Condition:                     Good
      Exterior Walls:                Concrete
      Amenities:                     N/A
      Class:                         B
                                     
Sale Data                            
                                     
      Transaction Type:              Sale
      Date of Transaction:           08/97
      Marketing Time:                5 months
      Grantor:                       First Capital Financial Corp.
      Grantee:                       Tircony Florida Corp.
      Document No.:                  N/A
      Sale Price:                    $28,500,000
      Financing:                     Cash to Seller
      Cash Equivalent Price:         $28,500,000
      Required Capital Cost:         $0
      Adjusted Sale Price:           $28,500,000
      Verification:                  C&W-VAS, NY 9/97
                                     
Financial Data                       
                                     
      Assumptions & Forecast:        N/A
      Occupancy at Sale:             97%
      Existing or Pro Forma Income:  N/A
                                     TOTAL       P.S.F.
                                     -----       ------
      Potential Gross Income:        $5,297,148  $20.51
      Vacancy and Credit Loss:       $112,723    $0.44
      Effective Gross Income:        $5,184,425  $20.07
      Expenses:                      $2,243,547  $8.69
      Net Operating Income:          $2,940,878  $11.38


CITRUS CENTER                     
<PAGE>

                                            OFFICE BUILDING SALE               2
================================================================================

Analysis

      Value Indicators:
      Overall Capitalization Rate (OAR):   10.32%
      Projected IRR:                       N/A %
      Effective Gross Multiplier (EGIM):   5.50
      Operating Expense Ratio (OER):       43.27%
      Price Per Square Foot:               $110.33

Comments

      This property is the original hi-rise in CBD Orlando and was built in
      1971. The property underwent extensive renovations in 1995-96 and now
      represents a good Class B property in the market. Its location and Citrus
      Club (private dining and health clubs) within the building has resulted in
      the property being well occupied since its development.

      The property was originally listed for $32 million and when this pricing
      was found too aggressive, the list price was dropped to $29.5 million.
      Income/expense information represented pro forma estimates for FY June
      1998. For 1997 the forecast NOI was estimated at $2.93 million. Actual NOI
      for 1996 was $2.81 million. The seller was hoping for a sale reflecting an
      OAR in the mid 9% range. However, the age of the building and older
      mechanicals resulted in a sale price at a higher 10.3% return rate.


                                [PHOTO OMITTED]


CITRUS CENTER
<PAGE>

                                            OFFICE BUILDING SALE               3
================================================================================

Location Data

      Property Name:                 DuPonte Center
      Location:                      390 N. Orange Avenue
      City:                          Orlando
      County:                        Orange
      State/Zip:                     Florida
      Assessor's Parcel No(s):       29-22-26-2263-00-020002
      Atlas Reference:               N/A
                                     
                                     
Physical Data                        
                                     
      Type:                          CBD
      Land Area:                     2.7300 Acres     Zoning: AC-3, Downtown
                                                              Activity Core
      Gross Building Area:           568,647 SF
      Net Rentable Area:             420,475 SF
      Usable Building Area:          420,475 SF
      Year Built:                    1988
      # of Stories:                  28
      Parking:                       N/A
      Condition:                     Good
      Exterior Walls:                Steel
      Amenities:                     Retail Arcade
      Class:                         A
                                     
Sale Data                            
                                     
      Transaction Type:              Sale
      Date of Transaction:           03/97
      Marketing Time:                6 months
      Grantor:                       TRST Orlando, Inc.
      Grantee:                       USI Gaedeke Associates, LP
      Document No.:                  LIBER 5218, PAGE 487
      Sale Price:                    $60,725,000
      Financing:                     Cash to Seller
      Cash Equivalent Price:         $60,725,000
      Required Capital Cost:         $0
      Adjusted Sale Price:           $60,725,000
      Verification:                  C&W-VAS, NY 9/97
                                     
Financial Data                       
                                     
      Assumptions & Forecast:        N/A
      Occupancy at Sale:             95%
      Existing or Pro Forma Income:  N/A
                                     TOTAL       P.S.F.
                                     -----       ------
      Potential Gross Income:        $8,206,824  $19.52
      Vacancy and Credit Loss:       N/A         N/A
      Effective Gross Income:        $8,206,824  $19.52
      Expenses:                      $4,150,242  $9.87
      Net Operating Income:          $4,056,582  $9.65


DUPONTE CENTER
<PAGE>

                                            OFFICE BUILDING SALE               3
================================================================================

Analysis

      Value Indicators:
      Overall Capitalization Rate (OAR):  6.68%
      Projected IRR:                      N/A %
      Effective Gross Multiplier (EGIM):  7.40
      Operating Expense Ratio (OER):      50.57%
      Price Per Square Foot:              $144.42

Comments

      This is a Class A office property located at the north end of the Orlando
      CBD. The property initially suffered due to its timing in the market -
      came on line in a poor leasing market. The buyer is anticipating strong
      upside potential for the property, which is reflected in the rather low
      going-in return rate of about 7%. This was believed to be an aggressive
      purchase in light of the property's near term earning capacity.


Photograph


                                [PHOTO OMITTED]



DUPONTE CENTER
<PAGE>

                                            OFFICE BUILDING SALE               4
================================================================================

Location Data

      Property Name:                Colonial Bank Building Aka SE Financial Plza
      Location:                     201 E. Pine Street
      City:                         Orlando
      County:                       Orange
      State/Zip:                    Florida
      Assessor's Parcel No(s):      22-29-25-8146-00-010
      Atlas Reference:              N/A

Physical Data

      Type:                         CBD
      Land Area:                    7.9500 Acres      Zoning: AC-3, Downtown
                                                              Activity Core
      Gross Building Area:          251,994 SF
      Net Rentable Area:            241,856 SF
      Usable Building Area:         241,856 SF
      Year Built:                   1975
      # of Stories:                 15
      Parking:                      Surface, 678 spaces 2.8/1000SF
      CondItion:                    Average
      Exterior Walls:               Steel
      Amenities:                    Near Lake Eola (upper floor views)
      Class:                        B

Sale Data

      Transaction Type:             Sale
      Date of Transaction:          12/96
      Marketing Time:               N/A
      Grantor:                      Stephen Permutter, et al.
      Grantee:                      ACP Pine Street L.P.
      Document No.:                 LIBER 5173, PAGE 2350 Rec. Date: 12/01/96
      Sale Price:                   $20,235,000
      Financing:                    Cash to Seller
      Cash Equivalent Price:        N/A
      Required Capital Cost:        $20,235,000
      Adjusted Sale Price:          $20,235,000
      Verification:                 C&W-VAS, NY 9/97

Financial Data

      Assumptions & Forecast:       N/A
      Occupancy at Sale:            98.5%
      Existing or Pro Forma Income: N/A
                                    TOTAL       P.S.F.
                                    -----       ------
      Potential Gross Income:       $4,200,000  $17.37
      Vacancy and Credit Loss:      N/A         N/A
      Effective Gross Income:       $4,200,000  $17.37
      Expenses:                     $1,950,000  $8.06
      Net Operating Income:         $2,250,000  $9.30


COLONIAL BANK
<PAGE>

                                            OFFICE BUILDING SALE               4
================================================================================

Analysis

      Value Indicators:
      Overall Capitalization Rate (OAR):  11.12%
      Projected IRR:                      N/A %
      Effective Gross Multiplier (EGIM):  4.82
      Operating Expense Ratio (OER):      46.43%
      Price Per Square Foot:              $83.67

Comments

      This property is located on the eastern fringe of the Orlando CBD. It has
      excellent exposure with upper floors having views of Lake Eola to the
      north. The property has excess land that would permit an additional office
      tower. Estimated value of excess land is $6,970,000 ($40/SF) which was
      deducted from the total consideration of $27,205,000 to arrive at the
      purchase price of $20,235,000.


Photograph


                                [PHOTO OMITTED]


COLONIAL BANK
<PAGE>

                                            OFFICE BUILDING SALE               5
================================================================================

Location Data

      Property Name:                 SunTrust Tower
      Location:                      200 S. Orange Avenue
      City:                          Orlando
      County:                        Orange
      State/Zip:                     Florida
      Assessor's Parcel No(s):       29-22-26-0027-00-O50000
      Atlas Reference:               N/A
                                     
Physical Data                        
                                     
      Type:                          
      Land Area:                     3.8800 Acres  Zoning: Ac-3, Activity Center
      Gross Building Area:           733,991 SF
      Net Rentable Area:             654,678 SF
      Usable Building Area:          654,678 SF
      Year Built:                    1988
      # of Stories:                  30/7
      Parking:                       7-level garage, 1400 spaces
      Condition:                     Good
      Exterior Walls:                Concrete
      Amenities:                     Excess land/Public Parking Garage
      Class:                         A
                                     
Sale Data                            
                                     
      Transaction Type:              Sale
      Date of Transaction:           09/96
      Marketing Time:                N/A
      Grantor:                       Teachers Insurance & Annuity & Lincoln 
                                     Propty Co
      Grantee:                       Lincoln-Sun Center Ltd. & Linco
      Document No.:                  LIBER 5123, PAGE 2838 Rec. Date: 09/01/96
      Sale Price:                    $106,250,000
      Financing:                     Cash to Seller
      Cash Equivalent Price:         $106,250,000
      Required Capital Cost:         $0
      Adjusted Sale Price:           $106,250,000
      Verification:                  C&W-VAS, NY 9/97
                                     
Financial Data                       
                                     
      Assumptions & Forecast:        N/A
      Occupancy at Sale:             N/A
      Existing or Pro Forma Income:  N/A
                                     TOTAL        P.S.F.
                                     -----        ------
      Potential Gross Income:        $14,414,424  $22.02
      Vacancy and Credit Loss:       N/A          N/A
      Effective Gross Income:        $14,414,424  $22.02
      Expenses:                      $5,237,424   $8.00
      Net Operating Income:          $9,177,000   $14.02
                                  

SUNTRRUST TOWER
<PAGE>

                                            OFFICE BUILDING SALE               5
================================================================================

Analysis

      Value Indicators:
      Overall Capitalization Rate (OAR):  8.64%
      Projected IRR:                      N/A %
      Effective Gross Multiplier (EGIM):  7.37
      Operating Expense Ratio (OER):      36.33%
      Price Per Square Foot:              $162.29

Comments

      About 10% of the income is related to this parking garage operation. For
      analysis purposes it was deducted from the analysis. If included the OAR
      would be about 9.3%. Also included in the purchase is excess land
      originally scheduled for a hotel. The land area estimate devoted to the
      hotel was 2.5 acres. At an estimated value of $27.50/SF of land area, the
      approximate deduction from the total purchase price is $3 million for a
      net sale price of $106.25 million or $162.29/SF from the actual sale price
      of $109.25 million.


                                [PHOTO OMITTED]


SUNTRRUST TOWER
<PAGE>

                                            OFFICE BUILDING SALE               6
================================================================================

Location Data

      Property Name:                 NationsBank Tower
      Location:                      111 N. Orange Avenue
      City:                          Orlando
      County:                        Orange
      State/Zip:                     Florida
      Assessor's Parcel No(s):       22-29-26-7352-30-011
      Atlas Reference:               N/A

Physical Data

      Type:                          CBD
      Land Area:                     1.1000 Acres  Zoning: AC-3, Office
      Gross Building Area:           255,763 SF
      Net Rentable Area:             222,970 SF
      Usable Building Area:          222,970 SF
      Year Built:                    1986
      # of stories:                  20
      Parking:                       4-level garage, 528 spaces-2.4
      Condition:                     Excellent
      Exterior Walls:                Steel
      Amenities:                     N/A
      Class:                         A

Sale Data

      Transaction Type:             Sale
      Date of Transaction:          03/95
      Marketing time:               N/A
      Grantor:                      111 Orange Associates, Ltd.
      Grantee:                      Utah State Retirement Office A
      Document No.:                 LIBER 4867, PAGE 1362 Rec. Date: 03/01/95
      Sale Price:                   $27,975,000
      Financing:                    Cash to Seller
      Cash Equivalent Price:        $27,975,000
      Required Capital Cost:        $0
      Adjusted Sale Price:          $27,975,000
      Verification:                 C&W-VAS, NY 9/97

Financial Data

      Assumptions & Forecast:       N/A
      Occupancy at Sale:            92%
      Existing or Pro Forma Income: N/A
                                    TOTAL         P.S.F.
                                    -----         ------
      Potential Gross Income:       $4,775,710    $21.42
      Vacancy and Credit Loss:      N/A           N/A
      Effective Gross Income:       $4,775,710    $21.42
      Expenses:                     $1,865,868    $8.37
      Net Operating Income:         $2,909,842    $13.05


NATIONSBANK
<PAGE>

                                            OFFICE BUILDING SALE               6
================================================================================

 Analysis

      Value Indicators:
      Overall Capitalization Rate (OAR):   10.40%
      Projected IRR:                       N/A %
      Effective Gross Multiplier (EGIM):   5.86
      Operating Expense Ratio (OER):       39.07%
      Price Per Square Foot:               $125.47

Comments

      The property was marketed quietly to selected investors. Lower floors of
      the building are used for garage parking. The going-in overall rate
      recognized that several above market leases existed at the time of
      purchase. Locally, the price paid was believed somewhat aggressive at that
      time. Since then this acquisition may be considered a bargain due to a
      continued positive turn in the CBD office market when reviewing the
      going-in return rate.


Photograph


                                [PHOTO OMITTED]


NATIONSBANK
<PAGE>

                                             PHOTOGRAPHS OF COMPETING PROPERTIES
================================================================================

                                [PHOTO OMITTED]


                             Landmark Center I & II
<PAGE>

                                             Photographs of Competing Properties
================================================================================

                                [PHOTO OMITTED]


                             First Union Building.
<PAGE>
                                                                  Date : 10/6/97
File          : ONEORLAN                                          Time : 6:34 am
Property Type : Office & Retail                                   Ref# : ABW
Portfolio     :                                                   Page : 6

                             ONE ORLANDO CENTER - CH

                             PROPERTY SUMMARY REPORT

TIMING & INFLATION
  Analysis Period:                November 1, 1997 to October 31, 2006; 9 years
  Inflation Method:               Fiscal
  General Inflation Rate:         3.00%

PROPERTY SIZE & OCCUPANCY
   Property Size:                 357,576 Square Feet
   Number of rent roll tenants:   50
   Total Occupied Area:           355,168 Square Feet, 99.33%, during first 
                                  month of analysis

GENERAL VACANCY
   Method:                        Percent of Potential Gross Revenue
   Amount:                        5.00%

PROPERTY PURCHASE & RESALE 
   Purchase Price:
   Resale Method:                 Capitalize Net Operating Income
   Cap Rate:                      9.00%
   Cap Year:                      Year 10
   Commission/Closing Cost:       2.50%
   Net Cash Flow from Sale:       $70,956,708

PRESENT VALUE DISCOUNTING
   Discount Method:               Annually (End-point on Cash Flow & Resale)
   Unleveraged Discount Rate:     10.50% to 12.50%, 0.50% Increments
   Unleveraged Present Value:     $51,290,824 at 12.50%
<PAGE>

TRACT II (PHASE I PROPERTY)
LEGAL DESCRIPTION

THAT PART OF:

Block "A" and Lots 4 and 5, Block "B" of DR. R. A. MILLER'S ADDITION TO THE TOWN
OF ORLANDO as recorded in Plat Book "C", Page 70, Public Records of Orange
County, Florida; AND Lots 1 through 13 of F. A. LEWTER'S SUBDIVISION as recorded
in Plat Book "G", Page 24, Public Records of Orange County, Florida; and Lots 26
through 32 of COOPER AND ATHA'S RE-SUBDIVISION as recorded in Plat Book "G",
Page 30, Public Records of Orange County, Florida.

DESCRIBED AS FOLLOWS:

From the Northwest corner of Lot 1, Block "B" of DR. R. A. MILLER'S ADDITION TO
THE TOWN OF ORLANDO as recorded in Plat Book "C", Page 70, Public Records of
Orange County, Florida, run N.89(Degree)50'08"E. 10.00 feet along the North
boundary of said Lot 1 to the East right-of-way line of Orange Avenue, said East
right-of-way line being a line parallel with and 10.00 feet East of, when
measured at right angles to, the West boundary of Lots 1 through 7, Block "B" of
said DR. R. A. MILLER'S ADDITION TO THE TOWN OF ORLANDO; thence run
S.00(Degree)13'23"E. 320.50 feet along said East right-of-way line for the POINT
OF BEGINNING, said Point of Beginning being on the South boundary of the North
50.00 feet of Lot 4, Block "B"; thence run N.89(Degree)50'08"E. 190.00 feet to
the Southeast corner of said North 50.00 feet of Lot 4, Block "B"; thence
continue N.89(Degree)50'08"E. 149.45 feet to the West boundary of Lot 4 of F. A.
LEWTER'S SUBDIVISION as recorded in Plat Book "G", Page 24, Public Records of
Orange County, Florida, said point being N.00(Degree)10'53"W. 49.50 feet from
the Southwest corner of said Lot 4; thence run N.00(Degree)10'53"W.320.50 feet
to the Northwest corner of said Lot 4; thence run N.89(Degree)50'08"E. 339.00
feet along the North boundary of Lots 4, 5, 6, and 7 of the aforesaid F. A.
LEWTER'S SUBDIVISION to the West right-of-way line of Magnolia Avenue, said West
right-of-way being a line parallel with and 5.00 feet West of, when measured at
right angles to, the East boundary of Lots 7 through 13 of said F. A. LEWTER'S
SUBDIVISION; thence run S.00(Degree)01'35"E. 590.50 feet along said right-of-way
line to the South boundary of Lot 31 of COOPER AND ATHA'S RE-SUBDIVISION as
recorded in Plat Book "G", Page 30, Public Records of Orange County, Florida,
said point being S.89(Degree)50'08"W. 5.00 feet from the Southeast corner of
said Lot 31, thence run S.89(Degree)50'08"W. along the South boundary line of
said COOPER AND ATHA'S RE-SUBDIVISION for 422.00 feet to the East line of the
West 5.00 feet of Lot 26 of said COOPER AND ATHA'S RE-SUBDIVISION; thence
N.00(Degree)13'23"W. along said East line for 120.00 feet to the North line of
said Lot 26 and the South line of the North 470.5 feet of Block "A" of
aforementioned DR. R. A. MILLER'S ADDITION TO THE TOWN OF ORLANDO: thence
continue N.00(Degree)13'23"W. for 18.00 feet; thence S.89(Degree)50'08"W. for
128.65 feet to the East line of the West 136.00 feet of Lot 5 and 4 of Block "B"
of said DR. R. A. MILLER'S ADDITION TO THE TOWN OF ORLANDO: thence
N.00(Degree)13'23"W. along said East line for 92.01 feet to the point of
curvature of a curve concave Southwesterly; thence Northerly and Westerly along
the arc of said curve having a radius of 10.00 feet, through a central angle of
89(Degree)56'29" for 15.70 feet to the point of tangency, said point being on
the North line of the South 20.00 feet of Lot 4 of said Dr. R. A. MILLER'S
ADDITION TO THE TOWN OF ORLANDO; thence S.89(Degree)50'08"W. along said North
line for 116.01 feet to the East right-of-way line of Orange Avenue; thence
N.00(Degree)13'23"W. along said East right-of-way line for 30.00 feet to the
POINT OF BEGINNING.

TOGETHER with and subject to: A perpetual easement for ingress and engress over
the East 20.00 feet of Lot 3 of F. A. LEWTER'S SUBDIVISION as recorded in Plat
Book "G", Page 24, Public Records of Orange County, Florida.

Containing 5.59 acres, more or less.
<PAGE>

                            [SEAL OF CITY OF ORLANDO]

                                 CITY OF ORLANDO

                             PUBLIC WORKS DEPARTMENT
ENGINEERING BUREAU           400 SOUTH ORANGE AVENUE              (407) 246-2261
CENTRAL PERMITTING         ORLANDO, FLORIDA 32801-3302        FAX (407) 246-2882


DATE:   Sept 23, 1997

RE:     Flood Insurance Rate Map Information

TO WHOM IT MAY CONCERN:

The property located at 800 N Magnolia Av, Orlando FL has been located on the
city's Flood Insurance Rate Map (FIRM). The following information is provided:

Orlando's community number: 120186

The property is located on panel number: 0015, Suffix: D

The date of the FIRM index: March 26,1982

The property is located in FIRM zone: C

The main building on the property:

      XX is not located in a Special Flood Hazard Area. However, the property
may still be subject to local drainage problems or other unmapped flood hazard.
Flood insurance is available and may be obtained at non-floodplain rates. A
flood insurance policy may be required by the lender.

NOTE: This information is based on the Flood Insurance Rate Map for the City of
Orlando. This letter does not imply that the referenced property will or will
not be free from flooding or damage. A property not in a Special Flood Hazard
Area may be damaged by a flood greater than that predicted on the FIRM or from a
local drainage problem not shown on the map. This letter does not create
liability on the part of the City, or any officer or employee thereof, for
damage that results from reliance on this information.

Sincerely


/s/ Erik Lervaag

Erik Lervaag, Civil Engineer II
City of Orlando
<PAGE>

09/24/97

                                                            Commercial Rent Roll

Property : MAGNOLIA ASSOCIATES L.P.

<TABLE>
<CAPTION>
                                             |------------Base Rent-----------|------ Total Charges : 9/01/97 -  9/30/97---------
Unit                                  Square   Annual                         Per       Charge                  Total       Per   O
Number        Name                    Footage  Amount     Begins     Ends    Sq Ft    Description               Amount     Sq Ft  A
- ------------------------------------------------------------------------------------------------------------------------------------
<C>    <S>                <C>            <C>   <C>        <C>      <C>       <C>                                <C>        <C>
0101   WORLD WIDE TRAVEL NETWORK, IN      864   18576.00  12/01/96 11/30/99  21.50 Gross Rent                    1548.00   21.50
       Unit Number        101
       Lease Beg Date     12/01/96
       Lease End Date     11/30/99
- ------------------------------------------------------------------------------------------------------------------------------------
0102   LEGG MASON WOODWALKER, INC.       8819  176379.96   5/01/95  4/30/96  20.00 MONTHLY OPERATING ESCALATION   206.04    0.28
       Unit Number        102                  178769.64   5/01/96  5/31/96  20.27 Total Base Rent              15594.94   21.22
       Lease Beg Date     05/18/95             181671.48   6/01/96  4/30/97  20.60                              --------   -----
       Lease End Date     05/17/01             184140.84   5/01/97  5/31/97  20.88 Gross Rent                   15800.98   21.50
                                               187139.28   6/01/97  4/30/98  21.22
                                               189648.36   5/01/98  5/31/98  21.50
                                               192695.16   6/01/98  4/30/99  21.85
                                               195323.76   5/01/99  5/31/99  22.15
                                               198515.76   6/01/99  4/30/00  22.51
                                               201224.04   5/01/00  5/31/00  22.82
                                               204512.64   6/01/00  4/30/01  23.19
                                               112152.12   5/01/01  5/31/01  12.72
- ------------------------------------------------------------------------------------------------------------------------------------
0103   CENTRAL FLORIDA COPY CENTERS      1727   24298.92  10/01/91  2/29/96  14.07 MONTHLY OPERATING ESCALATION   971.40    6.75
       Unit Number        103                   27198.48   3/01/96 10/31/96  15.75 Total Base Rent               2392.78   16.63
       Lease Beg Date     10/31/91              28713.36  11/01/96 10/31/97  16.63                              --------   -----
       Lease End Date     10/31/97                                                 Gross Rent                    3364.18   23.38
- ------------------------------------------------------------------------------------------------------------------------------------
0105   CELLCOM, INC.                      418    6687.96   2/01/96  4/30/96  16.00 MONTHLY OPERATING ESCALATION    12.43    0.36
       Unit Number        105                    7022.40   5/01/96  4/30/97  16.80 Total Base Rent                696.67   20.00
       Lease Beg Date     01/01/96               8360.04   5/01/97  4/30/98  20.00                              --------   -----
       Lease End Date     12/31/00               8694.36   5/01/98  4/30/99  20.80 Gross Rent                     709.10   20.36
                                                 9041.40   5/01/99  4/30/00  21.63
                                                 9405.00   5/01/00 12/31/00  22.50
- ------------------------------------------------------------------------------------------------------------------------------------
0110   FIROZ P KANJI & MURJAHAN KANJ      377    3016.08   5/01/95  4/30/96   8.00 MONTHLY OPERATING ESCALATION     0.17    0.01  RE
       Unit Number        110                    3166.80   5/01/96  4/30/97   8.40 Total Base Rent                277.10    8.82
       Security Deposits  502.66                 3325.20   5/01/97  4/30/98   8.82                              --------   -----  RE
       Lease Beg Date     05/01/95                                                 Gross Rent                     277.27    8.83
       Lease End Date     04/30/98
- ------------------------------------------------------------------------------------------------------------------------------------
0200   NATURE'S TABLE,INC.                376    5264.04  10/01/95  9/30/99  14.00 MONTHLY OPERATING ESCALATION     8.78    0.28
       Unit Number        200                                                      Total Base Rent                438.67   14.00
       Security Deposits  438.67                                                                                --------   -----
       Lease Beg Date     10/16/95                                                 Gross Rent                     447.45   14.28
       Lease End Date     09/09/99
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

09/24/97

                                                            Commercial Rent Roll

Property : MAGNOLIA ASSOCIATES L.P.

<TABLE>
<CAPTION>
                                             |------------Base Rent-----------|------ Total Charges : 9/01/97 -  9/30/97---------
Unit                                  Square   Annual                         Per       Charge                  Total       Per   O
Number        Name                    Footage  Amount     Begins     Ends    Sq Ft    Description               Amount     Sq Ft  A
- ------------------------------------------------------------------------------------------------------------------------------------
<C>    <S>                <C>            <C>   <C>        <C>      <C>       <C>                                <C>        <C>
0201   CREDIT DATA SERVICES, INC.        7245  115920.00   7/01/92 12/31/97  16.00 MONTHLY OPERATING ESCALATION   203.91    0.34
       Unit Number        201                  121716.00   1/01/98 12/31/98  16.80 Total Base Rent               9660.00   16.00
       Lease Beg Date     07/01/92             127801.80   1/01/99 12/31/99  17.64                              --------   -----
       Lease End Date     12/31/02             134177.40   1/01/00 12/31/00  18.52 Gross Rent                    9863.91   16.34
                                               140915.28   1/01/01 12/31/01  19.45
                                               147942.96   1/01/02 12/31/02  20.42
- ------------------------------------------------------------------------------------------------------------------------------------
0202   SMITH BARNEY                      9444  165270.00   8/01/94 10/31/99  17.50 MONTHLY A/C CHARGE             175.00    0.22  CA
       Unit Number        202                  203046.00  11/01/99 11/30/04  21.50 MONTHLY OPERATING ESCALATION   715.37    0.91
       Lease Beg Date     08/09/94                                                                              --------   -----  RE
       Lease End Date     11/08/04                                                 Total Other Charges            890.37    1.13
                                                                                   Total Base Rent              13772.50   17.50
                                                                                   Gross Rent                   14662.87   18.63
- ------------------------------------------------------------------------------------------------------------------------------------
0203   CELLCOM, INC.                     1050   16800.00   2/01/96  2/28/97  16.00 MONTHLY OPERATING ESCALATION    30.04    0.34
       Unit Number        203                   17640.00   3/01/97  2/28/98  16.80 Total Base Rent               1470.00   16.80
       Security Deposits  2009.88               18522.00   3/01/98  2/28/99  17.64                              --------   -----
       Lease Beg Date     02/26/96              19446.00   3/01/99  2/29/00  18.52 Gross Rent                    1500.04   17.14
       Lease End Date     12/31/00              20422.56   3/01/00 12/31/00  19.45 
- ------------------------------------------------------------------------------------------------------------------------------------
0204   PRODUCTIVITY SOFTWARE             1530   27540.00   8/01/96 12/31/96  18.00 MONTHLY OPERATING ESCALATION    31.76    0.25
       Unit Number        204                   28917.00   1/01/97 12/31/97  18.90 Total Base Rent               2409.75   18.90
       Lease Beg Date     07/19/96              30370.44   1/01/98 12/31/98  19.85                              --------   -----
       Lease End Date     12/31/00              31885.20   1/01/99 12/31/99  20.84 Gross Rent                    2441.51   19.15
                                                33476.40   1/01/00 12/31/00  21.88
- ------------------------------------------------------------------------------------------------------------------------------------
0209   NATURE'S TABLE, INC.              1349   18939.96   4/01/95  4/30/00  14.04 MONTHLY OPERATING ESCALATION    31.51    0.28
       Unit Number        209                                                      Total Base Rent               1578.33   14.04
       Security Deposits  3156.66                                                                               --------   -----
       Lease Beg Date     04/14/95                                                 Gross Rent                    1609.84   14.32
       Lease End Date     04/13/00
- ------------------------------------------------------------------------------------------------------------------------------------
0210   FORUM MANAGEMENT                  1800                                      Gross Rent                       0.00
       Unit Number        210
       Lease Beg Date     09/01/97
       Lease End Date
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
09/24/97

                                                            Commercial Rent Roll

Property : MAGNOLIA ASSOCIATES L.P.

<TABLE>
<CAPTION>
                                             |------------Base Rent-----------|------ Total Charges : 9/01/97 -  9/30/97---------
Unit                                  Square   Annual                         Per       Charge                  Total       Per   O
Number        Name                    Footage  Amount     Begins     Ends    Sq Ft    Description               Amount     Sq Ft  A
- ------------------------------------------------------------------------------------------------------------------------------------
<C>    <S>                <C>           <C>    <C>        <C>      <C>       <C>                                <C>        <C>
0300   R.W. BECK, INC.                  25541  181258.44   8/01/96 8/31/96    7.10 Gross Rent                   43845.38   20.60
       Unit Number        0300                 510819.96   9/01/96 8/31/97   20.00
       Lease Beg Date     08/21/96             526144.56   9/01/97 8/31/98   20.60
       Lease End Date     08/31/06             541980.00   9/01/98 8/31/99   21.22
                                               558326.28   9/01/99 8/31/00   21.86
                                               575183.28   9/01/00 8/31/01   22.52
                                               592551.24   9/01/01 8/31/02   23.20
                                               610429.92   9/01/02 8/31103   23.90
                                               628819.44   9/01/03 8/31/04   24.62
                                               647719.80   9/01/04 8/31/05   25.36
                                               667130.88   9/01/05 8/31/06   26.12
- ------------------------------------------------------------------------------------------------------------------------------------
0400   METROPOLITAN LIFE INSURANCE       4466   87087.00  11/01/96 1/31/97   19.50 Gross Rent                    7547.54   20.28  CA
       Unit Number        400                   90570.48   2/01/97 1/31/96   20.28
       Lease Beg Date     11/01/96              94188.00   2/01/98 1/31/99   21.09
       Lease End Date     01/31/02              97939.44   2/01/99 1/31/00   21.93
                                               101869.44   2/01/00 1/31/01   22.81
                                               105933.48   2/01/01 1/31/02   23.72
- ------------------------------------------------------------------------------------------------------------------------------------
0401   METROPOLITAN LIFE INSURANCE       5622   94168.56   2/01/95 1/31/96   16.75 MONTHLY OPERATING ESCALATION   131.23    0.28  CA
       Unit Number        401                   97935.24   2/01/96 1/31/97   17.42 Total Base Rent               8489.22   18.12
       Lease Beg Date     02/01/95             101870.64   2/01/97 1/31/98   18.12                              --------   ----- ---
       Lease End Date     01/31/02             105918.48   2/01/98 1/31/99   18.84 Gross Rent                    8620.45   18.40
                                               110191.20   2/01/99 1/31/00   19.60
                                               114576.36   2/01/00 1/31/01   20.38
                                               119130.24   2/01/01 1/31/02   21.19
- ------------------------------------------------------------------------------------------------------------------------------------
0402   REASSURANCE COMPANY OF HANOVE     2315   46299.96   8/01/97 7/31/98   20.00 MONTHLY OPERATING ESCALATION    78.60    0.41
       Unit Number        0402                  48152.04   8/01/98 5/31/99   20.80 Total Base Rent               3858.33   20.00
       Lease Beg Date     08/01/97
       Lease End Date     05/31/99                                                 Gross Rent                    3936.93   20.41
- ------------------------------------------------------------------------------------------------------------------------------------
0600   CAC PROP.INC. / UNITED HEALTH    39240  627840.00   8/01/95 1/31/96   16.00 MONTHLY OPERATING ESCALATION   851.63    0.26  R
       Unit Number        600                  659232.00   2/01/96 1/31/97   16.80 Total Base Rent              57682.80   17.64
       Lease Beg Date     01/04/95             692193.60   2/01/97 1/31/98   17.64                              --------   ----- ---
       Lease End Date     07/31/02             727509.60   2/01/98 1/31/99   18.54 Gross Rent                   58534.43   17.90
                                               763218.00   2/01/99 1/31/00   19.45
                                               801280.80   2/01/00 1/31/01   20.42
                                               841305.60   2/01/01 1/31/02   21.44
                                               883292.40   2/01/02 7/31/02   22.51
- ------------------------------------------------------------------------------------------------------------------------------------
1001   REASSURANCE CO. OF HANOVER        6633  122710.56   5/01/92 5/31/99   18.50 MONTHLY OPERATING ESCALATION   132.23    0.24
       Unit Number        1001                                                     Total Base Rent              10225.88   18.50
       Lease Beg Date     05/26/92                                                                              --------   ----- ---
       Lease End Date     05/31/99                                                 Gross Rent                   10358.11   18.74
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

09/24/97

                                                            Commercial Rent Roll

Property : MAGNOLIA ASSOCIATES L.P.

<TABLE>
<CAPTION>
                                             |------------Base Rent-----------|------ Total Charges : 9/01/97 -  9/30/97---------
Unit                                  Square   Annual                         Per       Charge                  Total       Per   O
Number        Name                    Footage  Amount     Begins     Ends    Sq Ft    Description               Amount     Sq Ft  A
- ------------------------------------------------------------------------------------------------------------------------------------
<C>    <S>                <C>           <C>    <C>        <C>      <C>       <C>                                <C>        <C>
1002   REASSURANCE CO. OF HANOVER        2638   47484.00  5/01/92  5/31/99   18.00 MONTHLY OPERATING ESCALATION    87.48    0.40
       Unit Number        1002                                                     Total Base Rent               3957.00   18.00
       Lease Beg Date     05/05/94                                                                              --------   ----- ---
       Lease End Date     05/31/99                                                 Gross Rent                    4044.48   18.40
- ------------------------------------------------------------------------------------------------------------------------------------
1100   HANSEN LIND MEYER, INC.          30000  429000.00 10/01/87  3/31/97   14.30 Gross Rent                   56700.00   22.68
       Unit Number        1100                 680400.00  4/01/97 12/31/02   22.68
       Lease Beg Date     10/12/87             834900.00  1/01/03 12/31/03   27.83
       Lease End Date     12/31/05             868200.00  1/01/04 12/31/04   28.94
                                               903000.00  1/01/05 12/31/05   30.10
- ------------------------------------------------------------------------------------------------------------------------------------
1201   FLUOR DANIEL, INC.                3375   67500.00  6/01/97  5/31/98   20.00 Gross Rent                    5625.00   20.00  R
       Unit Number        1201                  71043.72  6/01/98  5/31/99   21.05
       Lease Beg Date     05/08/97              74418.72  6/01/99  5/31/00   22.05
       Lease End Date     05/31/00
- ------------------------------------------------------------------------------------------------------------------------------------
1202   PRUDENTIAL INS CO OF AMERICA      7418  122248.68  9/01/95  7/31/96   16.48 MONTHLY OPERATING ESCALATION   561.73    0.91  R
       Unit Number        1202                 122959.44  8/01/96  8/31/96   16.58 Total Base Rent              10805.55   17.48
       Lease Beg Date     08/26/94             125883.48  9/01/96  7/31/97   16.97                              --------   ----- ---
       Lease End Date     08/25/99             126615.72  8/01/97  8/31/97   17.07 Gross Rent                   11367.28   18.39
                                               129666.60  9/01/97  7/31/98   17.48
                                               130412.76  8/01/98  8/31/98   17.58
                                               133524.00  9/01/98  7/31/99   18.00
                                               107680.68  8/01/99  8/31/99   14.52
- ------------------------------------------------------------------------------------------------------------------------------------
1203   ECC OF ORLANDO, INC.              8330  166599.96  9/01/92  5/31/98   20.00 MONTHLY OPERATING ESCALATION   234.45    0.34
       Unit Number        1203                 173264.04  6/01/98  5/31/99   20.80 Total Base Rent              13883.33   20.00
       Lease Beg Date     09/01/92             180177.96  6/01/99  5/31/00   21.63                              --------   ----- ---
       Lease End Date     05/31/02             187425.00  6/01/00  5/31/01   22.50 Gross Rent                   14117.78   20.34
                                               194922.00  6/01/01  5/31/02   23.40
- ------------------------------------------------------------------------------------------------------------------------------------
1300   ACACIA MUTUAL LIFE INS. CO.       5295  102603.12  5/01/91  9/30/95   19.38 MONTHLY OPERATING ESCALATION   153.31    0.35
       Unit Number        1300                  95310.00 10/01/95  4/30/96   18.00 Total Base Rent               8480.83   19.22
       Lease Beg Date     08/01/95              96898.56  5/01/96  4/30/97   18.30                              --------   ----- ---
       Lease End Date     04/30/01             101769.96  5/01/97  4/30/98   19.22 Gross Rent                    8634.14   19.57
                                               106853.16  5/01/98  4/30/99   20.18
                                               112201.08  5/01/99  4/30/00   21.19
                                               117813.72  5/01/00  4/30/01   22.25
- ------------------------------------------------------------------------------------------------------------------------------------
1301   TURNER CONSTRUCTION               7283  131094.00  4/01/95 12/31/96   18.00 MONTHLY OPERATING ESCALATION   158.05    0.26
       Unit Number        1301                 136337.76  1/01/97 12/31/97   18.72 Total Base Rent              11361.48   18.72
       Security Deposits  8658.67              141800.04  1/01/98 12/31/98   19.47                              --------   ----- ---
       Lease Beg Date     04/01/95             147480.72  1/01/99 12/31/99   20.25 Gross Rent                   11519.53   18.98
       Lease End Date     06/30/01             153380.04  1/01/00 12/31/00   21.06
                                               159497.76  1/01/01  6/30/01   21.90
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

09/24/97

                                                            Commercial Rent Roll

Property : MAGNOLIA ASSOCIATES L.P.

<TABLE>
<CAPTION>
                                             |------------Base Rent-----------|------ Total Charges : 9/01/97 -  9/30/97---------
Unit                                  Square   Annual                         Per       Charge                  Total       Per   O
Number        Name                    Footage  Amount     Begins     Ends    Sq Ft    Description               Amount     Sq Ft  A
- ------------------------------------------------------------------------------------------------------------------------------------
<C>    <S>                <C>           <C>    <C>        <C>      <C>       <C>                                <C>        <C>
1302   ALTERNATIVE RESOURCES CORP.       1842   33156.00  6/01/96  5/31/97   18.00 MONTHLY OPERATING ESCALATION    52.83    0.34
       Unit Number        1302                  34813.80  6/01/97  5/31/98   18.90 Total Base Rent               2901.15   18.90
       Security Deposits  4595.10               36563.76  6/01/98  5/31/99   19.85                              --------   ----- ---
       Lease Beg Date     05/24/96              38387.28  6/01/99  5/31/00   20.84 Gross Rent                    2953.98   19.24
       Lease End Date     03/24/03              40302.96  6/01/00  5/31/01   21.88
                                                42292.32  6/01/01  5/31/02   22.96
                                                44410.68  6/01/02  2/28/03   24.11
                                                34382.40  3/01/03  3/31/03   18.67
- ------------------------------------------------------------------------------------------------------------------------------------
1303   WILLIAM R. PICKERING              1715   30870.00 11/01/95  1/31/97   18.00 MONTHLY OPERATING ESCALATION    40.12    0.28
       Unit Number        1303                  32413.56  2/01/97  1/31/98   18.90 Total Base Rent               2701.13   18.90
       Security Deposits  2572.50               34042.80  2/01/98  1/31/99   19.85                              --------   ----- ---
       Lease Beg Date     11/15/95              35740.56  2/01/99  1/31/00   20.84 Gross Rent                    2741.25   19.18
       Lease End Date     11/30/00              37524.24  2/01/00 11/30/00   21.88
- ------------------------------------------------------------------------------------------------------------------------------------
1305   PRODUCTIVITY SOFTWARE             3112   56016.00 10/01/95 12/31/96   18.00 MONTHLY OPERATING ESCALATION    72.72    0.28
       Unit Number        1305                  58816.80  1/01/97 12/31/97   19.90 Total Base Rent               4901.40   18.90
       Lease Beg Date     10/01/95              61773.24  1/01/98 12/31/98   19.85                              --------   ----- ---
       Lease End Date     12/31/00              64854.12  1/01/99 12/31/99   20.84 Gross Rent                    4974.12   19.18
                                                68090.52  1/01/00 12/31/00   21.88
- ------------------------------------------------------------------------------------------------------------------------------------
1401   PRUDENTIAL SECURITIES INC.       13678  344138.52  7/01/96  1/31/07   25.16 MONTHLY OPERATING ESCALATION   386.64    0.34  TE
       Unit Number        1401                 221231.88  2/01/07  2/28/07   16.17 Total Base Rent              28678.21   25.16
       Lease Beg Date     07/01/96                                                                              --------   ----- ---
       Lease End Date     02/18/07                                                 Gross Rent                   29064.85   25.50
- ------------------------------------------------------------------------------------------------------------------------------------
1402   LDDS COMMUNICATIONS, INC.         5889   94224.00  9/01/94  8/31/95   16.00 MONTHLY OPERATING ESCALATION   446.02    0.91  RE
       Unit Number        1402                  98935.20  9/01/95  8/31/96   16.80 Total Base Rent               9088.69   18.52
       Lease Beg Date     09/01/94             103881.96  9/01/96  8/31/97   17.64                              --------   ----- ---
       Lease End Date     08/31/99             109064.28  9/01/97  8/31/98   18.52 Gross Rent                    9534.71   19.43
                                               114541.08  9/01/98  8/31/99   19.45
- ------------------------------------------------------------------------------------------------------------------------------------
1500   DEAN MEAD EGERTON BLOODWORTH     22264  534336.00  2/01/89 10/31/95   24.00 Gross Rent                   48161.49    25.96
       Unit Number        1500                 555709.44 11/01/95 10/31/96   24.96
       Security Deposits  45000.00             577937.88 11/01/96 10/31/97   25.96
       Lease Beg Date     02/01/89             601055.28 11/01/97 10/31/98   27.00
       Lease End Date     04/30/04             625097.52 11/01/98 10/31/99   28.08
                                               650101.44 11/01/99 10/31/00   29.20
                                               676105.44 11/01/00 10/31/01   30.37
                                               703149.60 11/01/01 10/31/02   31.58
                                               731275.56 11/01/02 10/31/03   32.85
                                               760526.64 11/01/03  4/30/04   34.16
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

09/24/97

                                                            Commercial Rent Roll

Property : MAGNOLIA ASSOCIATES L.P.

<TABLE>
<CAPTION>
                                             |------------Base Rent-----------|------ Total Charges : 9/01/97 -  9/30/97---------
Unit                                  Square   Annual                         Per       Charge                  Total       Per   O
Number        Name                    Footage  Amount     Begins     Ends    Sq Ft    Description               Amount     Sq Ft  A
- ------------------------------------------------------------------------------------------------------------------------------------
<C>    <S>                <C>           <C>    <C>        <C>      <C>       <C>                                <C>        <C>
1600   AMERICAN PHOENIX CORP             8700  154425.00  10/01/95  9/30/96  17.75 MONTHLY OPERATING ESCALATION   203.11    0.28  TE
       Unit Number        1600                 160602.00  10/01/96  9/30/97  18.46 RENT CONCESSION-8/1/96-9/30/  -751.61   -1.04
       Lease Beg Date     10/01/95             167040.00  10/01/97  9/30/98  19.20                              --------   ----- ---
       Lease End Date     09/30/02             173739.00  10/01/98  9/30/99  19.97 Total Other Charges           -549.50   -0.76
                                               180699.00  10/01/99  9/30/00  20.77 Total Base Rent              13383.50   18.46
                                               189747.00  10/01/00  9/30/01  21.81                              --------   ----- ---
                                               199230.00  10/01/01  9/30/02  22.90 Gross Rent                   12835.00   17.70
- ------------------------------------------------------------------------------------------------------------------------------------
1625   AMERICAN PHOENIX CORPORATION      1764  33868.80   11/01/97  9/30/98  19.20 Gross Rent                       0.00
       Unit Number        1625                 35227.08   10/01/98  9/30/99  19.97
       Lease Beg Date     09/01/97             36638.28   10/01/99  9/30/00  20.77
       Lease End Date     09/30/02             38472.84   10/01/00  9/30/01  21.81
                                               40395.60   10/01/01  9/30/02  22.90
- ------------------------------------------------------------------------------------------------------------------------------------
1650   BUSINESS TELECOM, INC.            3763  65852.52   11/01/95 12/31/96  17.50 MONTHLY OPERATING ESCALATION   108.77    0.35
       Unit Number        1650                 69163.92    1/01/97 12/31/97  18.38 Total Base Rent               5763.66   18.38
       Security Deposits  5487.71              72625.92    1/01/98 12/31/98  19.30                              --------   ----- ---
       Lease Beg Date     11/01/95             76275.96    1/01/99 12/31/99  20.27 Gross Rent                    5872.43   18.73
       Lease End Date     12/31/00             80076.60    1/01/00 12/31/00  21.28
- ------------------------------------------------------------------------------------------------------------------------------------
1701   AMERICAN EXPRESS FINANCIAL       13387  247659.48   5/01/95  5/31/00  18.50 MONTHLY OPERATING ESCALATION  1003.87    0.90  RE
       Unit Number        1701                                                     Total Base Rent              20638.29   18.50
       Lease Beg Date     02/01/88                                                                              --------   ----- ---
       Lease End Date     05/31/00                                                 Gross Rent                   21642.16   19.40
- ------------------------------------------------------------------------------------------------------------------------------------
1702   WADE DEVELOPMENT  INC.            3557  64026.00    7/01/95  4/30/96  18.00 MONTHLY OPERATING ESCALATION    83.10    0.28
       Unit Number        1702                 95778.00    5/01/96  7/31/96  26.93 Total Base Rent               5771.23   19.47
       Lease Beg Date     07/11/95             99609.12    8/01/96  7/31/97  28.00                              --------   ----- ---
       Lease End Date     09/10/00             69254.76    8/01/97  7/31/98  19.47 Gross Rent                    5854.33   19.75
                                               72029.28    8/01/98  7/31/99  20.25
                                               74910.48    8/01/99  7/31/00  21.06
                                               77898.36    8/01/00  8/31/00  21.90
                                               25966.08    9/01/00  9/30/00   7.30
- ------------------------------------------------------------------------------------------------------------------------------------
1900   THE EDUCATIONAL INSTITUTE        24592  454952.04   7/01/97  6/30/98  18.50 Gross Rent                   37912.67   18.50
       Unit Number        1800                 467247.96   7/01/98  6/30/99  19.00
       Lease Beg Date     07/01/97             479544.00   7/D1/99  6/30/00  19.50
       Lease End Date     06/30/07             504135.96   7/01/00  6/30/07  20.50
- ------------------------------------------------------------------------------------------------------------------------------------
 999   MISCELLANEOUS BUILDING INCOME        0                                      Gross Rent                      0.00
       Lease Beg Date     09/01/97
       Lease End Date
- ------------------------------------------------------------------------------------------------------------------------------------
AIR    AIRBORNE                             0    12000.00  3/01/94  3/31/97   0.00 Gross Rent                      0.00
       Unit Number        0000
       Lease Beg Date     03/01/94
       Lease End Date     02/08/98
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

09/24/97

                                                            Commercial Rent Roll

Property : MAGNOLIA ASSOCIATES L.P.

<TABLE>
<CAPTION>
                                             |------------Base Rent-----------|------ Total Charges : 9/01/97 -  9/30/97---------
Unit                                  Square   Annual                         Per       Charge                  Total       Per   O
Number        Name                    Footage  Amount     Begins     Ends    Sq Ft    Description               Amount     Sq Ft  A
- ------------------------------------------------------------------------------------------------------------------------------------
<C>    <S>                <C>           <C>    <C>        <C>      <C>       <C>                                <C>        <C>
BIFFS  DIAMOND DETAILING SERVICE            0    1200.00   7/01/91 12/31/96   0.00 Gross Rent                     250.00
       Unit Number  -     CARWAS                 3000.00   1/01/97  9/30/99   0.00
       Lease Beg Date     07/16/91
       Lease End Date     09/09/99
- ------------------------------------------------------------------------------------------------------------------------------------
DRIVE  FIRST UNION NATIONAL BANK            0  138522.84   1/01/88 12/31/02   0.00 C.P.I.                        2995.07
       Unit Number        DRIVE                                                    Total Base Rent              11543.57
       Lease Beg Date     01/01/89                                                                             ---------   ----- ---
       Lease End Date     12/31/02                                                 Gross Rent                   14538.64
- ------------------------------------------------------------------------------------------------------------------------------------
EQUIP SPRINT METROPOLITAN NETWORKS          0   36000.00   7/14/97  8/13/97   0.00 Gross Rent                       0.00
       Unit Number        EQUIP                 37800.00   7/14/98  8/13/99   0.00
       Lease Beg Date     07/14/97              39690.00   7/14/99  8/13/99   0.00
       Lease End Date     07/13/00
- ------------------------------------------------------------------------------------------------------------------------------------
FIRST FIRST UNION NATIONAL BANK         69363 1248534.84   1/01/88 12/31/02  18.00 C.P.I.                       39077.24    6.76  RE
       Unit Number        OFFICE                                                   MONTHLY OPERATING ESCALATION 40421.41    6.99
       Lease Beg Date     01/01/88                                                 SIGNAGE                        330.64    0.06  RE
       Lease End Date     12/31/02                                                                             ---------   ----- ---
                                                                                   Total Other Charges          79829.29   13.81  RE
                                                                                   Total Base Rent             104044.57   18.00
                                                                                                               ---------   ----- ---
                                                                                   Gross Rent                  183873.86   31.81
- ------------------------------------------------------------------------------------------------------------------------------------
UTIL METROPOLITAN FIBER SYSTEMS           400    3000.00  10/01/95  9/30/96   7.50 MONTHLY OPERATING ESCALATION     9.19    0.28
       Unit Number        UTIL R                 3150.00  10/01/96  9/30/97   7.88 Total Base Rent                262.50    7.88
       Lease Beg Date     10/01/95               3307.56  10/01/97  9/30/98   8.27                             ---------   ----- ---
       Lease End Date     09/30/05               3472.92  10/01/98  9/30/99   8.68 Gross Rent                     271.69    8.15
                                                 3646.56  10/01/99  9/30/00   9.12
                                                 3828.84  10/01/00  9/30/01   9.57
                                                 4020.24  10/01/01  9/30/02  10.05
                                                 4221.36  10/01/02  9/30/03  10.55
                                                 4432.32  10/01/03  9/30/04  11.08
                                                 4653.96  10/01/04  9/30/05  11.63
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

09/24/97 -

                                                            Commercial Rent Roll
Property : MAGNOLIA ASSOCIATES L.P.

<TABLE>
<CAPTION>
TOTALS :                          --------Occupied--------   --------Vacant--------     --------Total-------
                                      Total        Per            Total      Per          Total        Per
                                      Amount      Sq Ft           Amount     Sq Ft        Amount      Sq Ft
- ------------------------------    ------------    -----         -----------  -----       ---------    -----
<S>                                  <C>          <C>                  <C>               <C>          <C>  
Base Rent                            588303.14    19.76                0.00              588303.14    19.76
Other Charges:
C.P.I.                                42072.31     1.41                0.00               42072.31     1.41
MONTHLY A/C CHARGE                      175.00     0.01                0.00                 175.00     0.01
MONTHLY OPERATING ESCALATION          47427.90     1.59                0.00               47427.90     1.59
RENT CONCESSION-8/1/96-9/30/00         -751.61    -0.03                0.00                -751.61    -0.03
SIGNAGE                                 330.64     0.01                0.00                 330.64     0.01
- ------------------------------    ------------    -----         -----------  -----       ---------    -----

Gross Rent                           677557.38    22.76                0.00              677557.38    22.76
Annual Rent                         8130688.56                         0.00             8130689.56
Security Deposits Held                                                                    72421.85

UNIT SUMMARY :                    --------Occupied--------   --------Vacant--------     --------Total--------
                                     Number            %        Number        %          Number           %
- ------------------------------    -----------        -----   -----------    -----       ---------       -----
Units                                      44        100.0             0      0.0              44       100.0
Square Footage                         357181        100.0             0      0.0          357181       100.0
</TABLE>
<PAGE>

                                                               9:05AM on 10/6/97

                                 INVESTOR SURVEY
                 Cushman & Wakefield Valuation Advisory Services
                                   Autumn 1996

<TABLE>
<CAPTION>
=================================================================================================================================
                               Capitalization Rates                                       Growth Rate          
                        ----------------------------------       Internal       ------------------------------ Typical Projection
                            Going-In           Terminal       Rate of Return        Income         Expenses       Period (Years)
                          Low     High       Low     High      Low     High      Low     High     Low    High      Low     High
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>      <C>       <C>      <C>      <C>      <C>       <C>      <C>     <C>     <C>     <C>      <C> 
OFFICE
- ---------------------------------------------------------------------------------------------------------------------------------
Urban/CBD                 9.8%    10.3%      9.6%    10.3%    13.0%    13.6%     3.8%     4.1%    3.5%    3.8%     7.8      9.1
- ---------------------------------------------------------------------------------------------------------------------------------
 Class A - Leased Asset   9.3%     9.8%      9.3%     9.8%    11.8%    12.2%     3.6%     3.9%    3.5%    3.8%     8.3      9.5
- ---------------------------------------------------------------------------------------------------------------------------------
                          9.5%    10.0%     10.0%    10.0%    11.5%    11.5%     3.0%     3.0%    3.0%    4.0%    10.0     10.0
                          9.5%    10.0%     10.0%    10.5%    15.0%    15.0%     4.0%     4.0%    4.0%    4.0%     5.0      7.0
                          8.0%     9.0%      8.5%     8.5%    11.0%    12.0%     4.0%     4.0%    4.0%    4.0%    10.0     10.0
                         13.0%    13.0%                       14.0%    14.0%     5.0%     5.0%    3.0%    3.0%     5.0      7.0
                          9.3%     9.3%     10.3%    10.3%    11.5%    11.5%     3.8%     4.0%    4.3%    4.3%    10.0     10.0
                          8.5%     9.5%      9.5%    11.0%    11.0%    11.0%     3.5%     4.0%    3.5%    4.0%    11.0     11.0
                          8.0%     9.0%      8.5%     9.0%    10.5%    11.5%     3.0%     3.5%    3.0%    3.5%    10.0     10.0
                         10.0%    10.0%     10.0%    10.0%    12.5%    12.5%     3.0%     3.0%    3.0%    3.0%    10.0     10.0
                          9.0%     9.0%      9.0%    10.0%    11.0%    11.0%     3.0%     4.0%    3.0%    4.0%     7.0     10.0
                          8.0%     9.0%      8.0%     9.0%    10.0%    12.0%     4.0%     4.0%    4.0%    4.0%     5.0     10.0

 Class B - Leased Asset  10.1%    10.6%      9.6%    10.4%    12.9%    13.3%     3.9%     4.2%    3.6%    3.9%     8.0      9.7
- ---------------------------------------------------------------------------------------------------------------------------------
                         10.0%    10.0%      9.0%     9.5%    11.0%    12.0%     4.0%     4.0%    4.0%    4.0%    10.0     10.0
                          9.5%     9.5%     10.5%    10.5%    11.5%    11.5%     3.8%     4.0%    4.3%    4.3%    10.0     10.0
                          8.5%     9.5%      9.5%    11.0%    11.0%    11.0%     3.5%     4.0%    3.5%    4.0%    11.0     11.0
                          9.5%    10.0%     10.0%    11.0%    12.0%    12.0%     3.0%     4.0%    3.0%    4.0%     7.0     10.0
                         15.0%    15.0%                       20.0%    20.0%     5.0%     5.0%    3.0%    3.0%     5.0      7.0
                          9.0%    10.0%
                          9.0%    10.0%      9.0%    10.0%    12.0%    13.0%     4.0%     4.0%    4.0%    4.0%     5.0     10.0

 Class A - Value Added    9.3%    10.0%      9.5%    10.3%    12.8%    13.6%     3.9%     4.1%    3.6%    3.8%     7.3      8.8
- ---------------------------------------------------------------------------------------------------------------------------------
                          8.0%     9.0%      9.5%    10.0%    15.0%    15.0%     4.0%     4.0%    4.0%    4.0%     5.0      7.0
                          8.0%    10.0%      8.5%     9.0%    11.0%    12.0%     4.0%     4.0%    4.0%    4.0%    10.0     10.0
                         10.0%    11.0%     10.0%    11.0%    16.0%    20.0%     4.0%     4.0%    3.0%    3.0%     5.0      5.0
                          9.5%     9.5%     10.5%    10.5%    11.5%    11.5%     3.8%     4.0%    4.3%    4.3%    10.0     10.0
                          8.5%     9.5%      9.5%    11.0%    11.0%    11.0%     3.5%     4.0%    3.5%    4.0%    11.0     11.0
                         12.0%    12.0%                       13.0%    13.0%     5.0%     5.0%    3.0%    3.0%     5.0      7.0
                          9.0%     9.0%      9.0%    10.0%    13.0%    13.0%     3.0%     4.0%    3.0%    4.0%     1.0     10.0
                                                              12.0%    13.0%     4.0%     4.0%    4.0%    4.0%     5.0     10.0
</TABLE>
<PAGE>

                                                               9:05AM on 10/6/97
<TABLE>
<CAPTION>
=================================================================================================================================
                               Capitalization Rates                                       Growth Rate          
                        ----------------------------------       Internal       ------------------------------ Typical Projection
                            Going-In           Terminal       Rate of Return        Income         Expenses       Period (Years)
                          Low     High       Low     High      Low     High      Low     High     Low    High      Low     High
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>      <C>       <C>      <C>      <C>      <C>       <C>      <C>     <C>     <C>     <C>      <C> 
 Class B - Value Added   10.5%    10.9%     10.1%    10.9%    14.5%    15.3%      3.9%    4.2%    3.4%    3.7%     7.6      8.6
 --------------------------------------------------------------------------------------------------------------------------------
                         10.0%    11.0%     10.0%    11.0%    16.0%    20.0%      4.0%    4.0%    3.0%    3.0%     5.0      5.0
                          9.8%     9.8%     10.8%    10.8%    11.5%    11.5%      3.8%    4.0%    4.3%    4.3%    10.0     10.0
                         14.0%    14.0%                       20.0%    20.0%      5.0%    5.0%    3.0%    3.0%     5.0      7.0
                          8.5%     9.5%      9.5%    11.0%    11.0%    11.0%      3.5%    4.0%    3.5%    4.0%    11.0     11.0
                         10.0%    10.0%     10.0%    11.0%    14.0%    14.0%      3.0%    4.0%    3.0%    4.0%     7.0     10.0
                                                                                
- --------------------------------------------------------------------------------------------------------------------------------
Suburban                  9.2%     9.8%      9.6%    10.1%    12.9%    13.5%      3.6%    4.1%    3.4%    3.6%     7.7      8.7
- --------------------------------------------------------------------------------------------------------------------------------
 Class A - Leased Asset   8.8%     9.6%      9.4%    10.0%    11.2%    11.1%      3.8%    4.1%    3.6%    3.7%     8.8      9.6
 -------------------------------------------------------------------------------------------------------------------------------
                          9.5%     9.5%     10.5%    10.5%    10.5%    10.5%      3.0%    3.0%    3.0%    3.0%    10.0     10.0
                          8.5%     8.5%      9.3%     9.3%    11.3%    11.3%      4.0%    4.0%    4.0%    4.0%    10.0     10.0
                         11.0%    11.0%                       12.0%    12.0%      5.0%    3.0%    3.0%    3.0%     5.0      7.0
                          8.5%    10.0%      9.0%    10.5%    11.0%    12.5%      3.5%    3.5%    3.5%    3.5%    10.0     10.0
                          8.0%    10.0%      9.5%    10.0%    11.5%    12.0%      4.0%    6.0%    4.0%    4.0%    10.0     10.0
                         10.0%    11.0%     10.5%    11.0%    12.0%    12.0%      3.0%    3.0%    3.0%    3.0%    10.0     10.0
                          8.0%     9.0%      8.5%     8.5%    11.0%    12.0%      4.0%    4.0%    4.0%    4.0%    10.0     10.0
                          9.1%     9.1%     10.1%    10.1%    11.5%    11.5%      3.8%    4.0%    4.3%    4.3%    10.0     10.0
                          8.5%     9.5%      9.5%    11.0%    11.0%    11.0%      3.5%    4.0%    3.5%    4.0%    11.0     11.0
                          8.5%    10.0%      9.0%    10.5%    11.0%    11.5%      3.0%    3.5%    3.0%    3.5%    10.0     10.0
                          9.0%     9.0%     10.0%    10.0%    11.5%    11.5%      4.0%    4.0%    4.0%    4.0%    10.0     10.0
                          9.0%     9.0%      9.0%     9.0%    12.0%    13.0%      4.0%    7.0%    4.0%    4.0%     5.0      7.0
                          9.0%     9.0%      9.0%    10.0%    11.0%    11.0%      3.0%    4.0%    3.0%    4.0%     7.0     10.0
                          8.0%    10.0%                                         
                          8.0%     9.0%      8.0%     9.0%    10.0%    12.0%      5.0%    5.0%    4.0%    4.0%     5.0     10.0
                                                                                
 Class B - Leased Asset   9.6%    10.1%      9.7%    10.2%    12.1%    12.6%      3.7%    4.1%    3.5%    3.6%     8.5      9.5
 -------------------------------------------------------------------------------------------------------------------------------
                          9.5%     9.5%     10.5%    10.5%    10.5%    10.5%      3.0%    3.0%    3.0%    3.0%    10.0     10.0
                          8.8%     8.8%      9.5%     9.5%    11.8%    11.8%      3.5%    3.5%    3.5%    3.5%    10.0     10.0
                         12.0%    12.0%                       18.0%    18.0%      5.0%    3.0%    3.0%    3.0%     5.0      7.0
                         10.5%    10.5%     10.0%    10.0%    11.0%    13.0%      2.0%    2.0%    2.0%    2.0%    10.0     10.0
                          8.0%    10.0%      9.5%    10.0%    11.0%    12.0%      4.0%    6.0%    4.0%    4.0%    10.0     10.0
                          9.0%    10.0%      9.0%     9.5%    11.0%    12.0%      4.0%    4.0%    4.0%    4.0%    10.0     10.0
                          9.4%     9.4%     10.4%    10.4%    11.5%    11.5%      3.8%    4.0%    4.3%    4.3%    10.0     10.0
                          8.5%     9.5%      9.5%    11.0%    11.0%    11.0%      3.5%    4.0%    3.5%    4.0%    11.0     11.0
                         10.0%    10.0%     10.0%    10.0%    14.0%    15.0%      4.0%    7.0%    4.0%    4.0%     5.0      7.0
                          9.0%     9.0%      9.0%    10.0%    11.0%    11.0%      3.0%    4.0%    3.0%    4.0%     7.0     10.0
                         10.0%    11.0%                                         
                         10.0%    11.0%     10.0%    11.0%    12.0%    13.0%      5.0%    5.0%    4.0%    4.0%     5.0     10.0
</TABLE>
<PAGE>

                                                               9:05AM on 10/6/97
<TABLE>
<CAPTION>
=================================================================================================================================
                               Capitalization Rates                                       Growth Rate          
                        ----------------------------------       Internal       ------------------------------ Typical Projection
                            Going-In           Terminal       Rate of Return        Income         Expenses       Period (Years)
                          Low     High       Low     High      Low     High      Low     High     Low    High      Low     High
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>      <C>       <C>      <C>      <C>      <C>       <C>      <C>     <C>     <C>     <C>      <C> 
  Class A - Value Added   9.0%     9.7%      9.5%    10.1%    13.6%    14.6%     3.5%     4.1%    3.5%    3.7%     6.9      7.8
  -------------------------------------------------------------------------------------------------------------------------------
                         10.0%    10.0%                       13.0%    13.0%     3.0%     3.0%    3.0%    3.0%     5.0      7.0
                          8.0%    10.0%      8.5%     9.0%    11.0%    12.0%     4.0%     4.0%    4.0%    4.0%    10.0     10.0
                         10.0%    11.0%     10.0%    11.0%    16.0%    20.0%     4.0%     4.0%    3.0%    3.0%     5.0      5.0
                          9.4%     9.4%     10.4%    10.4%    11.5%    11.5%     3.8%     4.0%    4.3%    4.3%    10.0     10.0
                          8.5%     9.5%      9.5%    11.0%    11.0%    11.0%     3.5%     4.0%    3.5%    4.0%    11.0     11.0
                          6.0%     6.0%      9.0%     9.0%    17.0%    20.0%     4.0%     7.0%    4.0%    4.0%     5.0      7.0
                          9.0%     9.0%      9.0%    10.0%    13.0%    13.0%     3.0%     4.0%    3.0%    4.0%     1.0     10.0
                          8.0%    10.0%                                                  
                         12.0%    12.0%     10.0%    10.0%    16.0%    16.0%     3.0%     3.0%    3.0%    3.0%     2.0      2.0
                                                                                         
  Class B - Value Added   9.5%     9.8%      9.9%    10.4%    14.6%    15.3%     3.3%     3.9%    3.2%    3.4%     6.9      7.8
  ------------------------------------------------------------------------------------------------------------------------------
                         11.0%    11.0%                       18.0%    18.0%     3.0%     3.0%    3.0%    3.0%     5.0      7.0
                         10.5%    10.5%     10.0%    10.0%    11.0%    13.0%     2.0%     2.0%    2.0%    2.0%    10.0     10.0
                         10.0%    11.0%     10.0%    11.0%    16.0%    20.0%     4.0%     4.0%    3.0%    3.0%     5.0      5.0
                          9.6%     9.6%     10.6%    10.6%    11.5%    11.5%     3.8%     4.0%    4.3%    4.3%    10.0     10.0
                          8.5%     9.5%      9.5%    11.0%    11.0%    11.0%     3.5%     4.0%    3.5%    4.0%    11.0     11.0
                          6.0%     6.0%     10.0%    10.0%    20.0%    20.0%     4.0%     7.0%    4.0%    4.0%     5.0      7.0
                          9.0%     9.0%      9.0%    10.0%    13.0%    13.0%     3.0%     4.0%    3.0%    4.0%     7.0     10.0
                          9.0%    10.0%                                                  
                         12.0%    12.0%     10.0%    10.0%    16.0%    16.0%     3.0%     3.0%    3.0%    3.0%     2.0      2.0
                                                                                         
INDUSTRIAL                                                                               
 -------------------------------------------------------------------------------------------------------------------------------
 Warehouse/Distribution   9.2%     9.5%      9.9%    10.3%    11.3%    11.4%     3.2%     3.7%    3.3%    3.7%     9.5     10.2
 -------------------------------------------------------------------------------------------------------------------------------
  Class A - Leased Asset  8.9%     9.3%      9.5%     9.9%    10.9%    11.1%     3.3%     3.6%    3.3%    3.6%     9.8     10.1
  ------------------------------------------------------------------------------------------------------------------------------
                          9.2%     9.2%      9.5%     9.5%    10.0%    10.0%     3.0%     3.0%    3.0%    3.0%    10.0     10.0
                          8.5%     8.5%      9.3%     9.3%    11.0%    11.0%     4.0%     4.0%    4.0%    4.0%    10.0     10.0
                          8.5%    10.0%      9.5%    10.0%    11.0%    12.0%     3.5%     3.5%    3.5%    3.5%    10.0     10.0
                          9.0%     9.0%      9.5%     9.5%    11.0%    11.0%     3.0%     4.0%    3.0%    4.0%    10.0     10.0
                          9.5%     9.5%     10.0%    10.0%    11.5%    11.5%     3.3%     3.3%    3.5%    3.5%    10.0     10.0
                          8.5%     9.5%      9.5%    11.0%    11.0%    11.0%     3.5%     4.0%    3.5%    4.0%    11.0     11.0
                          8.5%    10.0%      9.0%    10.5%    11.0%    11.5%     3.0%     3.5%    3.0%    3.5%    10.0     10.0
                          9.0%     9.0%     10.0%    10.0%    11.0%    11.0%     3.0%     3.0%    3.0%    3.0%    10.0     10.0
                          9.0%     9.0%      9.5%     9.5%    10.5%    10.5%     3.0%     4.0%    3.0%    4.0%     7.0     10.0
</TABLE>
<PAGE>

                                                               9:05AM on 10/6/97

<TABLE>
<CAPTION>
=================================================================================================================================
                               Capitalization Rates                                       Growth Rate          
                        ----------------------------------       Internal       ------------------------------ Typical Projection
                            Going-In           Terminal       Rate of Return        Income         Expenses       Period (Years)
                          Low     High       Low     High      Low     High      Low     High     Low    High      Low     High
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>      <C>       <C>      <C>      <C>      <C>       <C>      <C>     <C>     <C>     <C>      <C> 
  Class B - Leased Asset  9.2%     9.4%      9.8%    10.0%    11.0%    11.0%      3.2%    3.6%    3.3%    3.7%     9.7     10.2
  -------------------------------------------------------------------------------------------------------------------------------
                          9.2%     9.2%      9.5%     9.5%    10.0%    10.0%      3.0%    3.0%    3.0%    3.0%    10.0     10.0
                          8.8%     8.8%      9.5%     9.5%    11.3%    11.3%      3.5%    3.5%    3.5%    3.5%    10.0     10.0
                          9.5%     9.5%     10.0%    10.0%    11.5%    11.5%      3.0%    4.0%    3.0%    4.0%    10.0     10.0
                          9.8%     9.8%     10.3%    10.3%    11.5%    11.5%      3.3%    3.3%    3.5%    3.5%    10.0     10.0
                          8.5%     9.5%      9.5%    11.0%    11.0%    11.0%      3.5%    4.0%    3.5%    4.0%    11.0     11.0
                          9.5%     9.5%     10.0%    10.0%    11.0%    11.0%      3.0%    4.0%    3.0%    4.0%     7.0     10.0
                                                                                                                          
  Class A - Value Added   9.3%     9.6%      9.9%    10.4%    11.5%    11.5%      3.3%    3.8%    3.3%    3.8%     9.3     10.3
  -------------------------------------------------------------------------------------------------------------------------------
                          9.8%     9.8%     10.3%    10.3%    11.5%    11.5%      3.3%    3.3%    3.5%    3.5%    10.0     10.0
                          8.5%     9.5%      9.5%    11.0%    11.0%    11.0%      3.5%    4.0%    3.5%    4.0%    11.0     11.0
                          9.5%     9.5%     10.0%    10.0%    12.0%    12.0%      3.0%    4.0%    3.0%    4.0%     7.0     10.0
                                                                                                                          
  Class B - Value Added   9.5%     9.8%     10.2%    10.7%    11.8%    11.8%      3.3%    3.8%    3.3%    3.8%     9.3     10.3
  -------------------------------------------------------------------------------------------------------------------------------
                         10.0%    10.0%     10.5%    10.5%    11.5%    11.5%      3.3%    3.3%    3.5%    3.5%    10.0     10.0
                          8.5%     9.5%      9.5%    11.0%    11.0%    11.0%      3.5%    4.0%    3.5%    4.0%    11.0     11.0
                         10.0%    10.0%     10.5%    10.5%    13.0%    13.0%      3.0%    4.0%    3.0%    4.0%     7.0     10.0
                                                                                                                          
- ---------------------------------------------------------------------------------------------------------------------------------
Business Parks            9.4%     9.9%     10.0%    10.8%    12.3%    12.9%      3.4%    4.0%    3.2%    3.8%     8.3      9.6
- ---------------------------------------------------------------------------------------------------------------------------------
  Class A - Leased Asset  9.0%     9.5%      9.8%    10.5%    11.5%    11.5%      3.3%    4.0%    3.3%    4.0%     9.0     10.5
  -------------------------------------------------------------------------------------------------------------------------------
                          8.5%     9.5%      9.5%    11.0%    11.0%    11.0%      3.5%    4.0%    3.5%    4.0%    11.0     11.0
                          9.5%     9.5%     10.0%    10.0%    12.0%    12.0%      3.0%    4.0%    3.0%    4.0%     7.0     10.0
                                                                                                                          
  Class B - Leased Asset  9.3%     9.8%     10.0%    10.8%    11.5%    11.5%      3.3%    4.0%    3.3%    4.0%     9.0     10.5
  -------------------------------------------------------------------------------------------------------------------------------
                          8.5%     9.5%      9.5%    11.0%    11.0%    11.0%      3.5%    4.0%    3.5%    4.0%    1l.0     11.0
                         10.0%    10.0%     10.5%    10.5%    12.0%    12.0%      3.0%    4.0%    3.0%    4.0%     7.0     10.0
                                                                                                                          
  Class A - Value Added   9.5%    10.2%     10.0%    10.8%    13.0%    14.3%      3.5%    4.0%    3.2%    3.7%     7.7      8.7
  -------------------------------------------------------------------------------------------------------------------------------
                         10.0%    11.0%     10.0%    11.0%    16.0%    20.0%      4.0%    4.0%    3.0%    3.0%     5.0      5.0
                          8.5%     9.5%      9.5%    11.0%    11.0     11.0%      3.5%    4.0%    3.5%    4.0%    11.0     11.0
                         10.0%    10.0%     10.5%    10.5%    12.0%    12.0%      3.0%    4.0%    3.0%    4.0%     7.0     10.0
                                                                                                                          
  Class B - Value Added   9.7%    10.3%     10.2%    11.0%    13.0%    14.3%      3.5%    4.0%    3.2%    3.7%     7.7      8.7
  -------------------------------------------------------------------------------------------------------------------------------
                         10.0%    11.0%     10.0%    11.0%    16.0%    20.0%      4.0%    4.0%    3.0%    3.0%     5.0      5.0
                          8.5%     9.5%      9.5%    11.0%    11.0%    11.0%      3.5%    4.0%    3.5%    4.0%    11.0     11.0
                         10.5%    10.5%     11.0%    11.0%    12.0%    12.0%      3.0%    4.0%    3.0%    4.0%     7.0     10.0
</TABLE>
<PAGE>

                                                               9:05AM on 10/6/97

<TABLE>
<CAPTION>
=================================================================================================================================
                               Capitalization Rates                                       Growth Rate          
                        ----------------------------------       Internal       ------------------------------ Typical Projection
                            Going-In           Terminal       Rate of Return        Income         Expenses       Period (Years)
                          Low     High       Low     High      Low     High      Low     High     Low    High      Low     High
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>      <C>       <C>      <C>      <C>      <C>       <C>      <C>     <C>     <C>     <C>      <C> 
- ---------------------------------------------------------------------------------------------------------------------------------
Other Industrial/
- ---------------------------------------------------------------------------------------------------------------------------------
 Manufacturing            9.2%     9.7%      9.5%    11.0%    11.5%    11.5%     3.3%     4.0%    3.3%     4.0%    8.8     10.3  
- ---------------------------------------------------------------------------------------------------------------------------------
  Class A - Leased Asset  8.8%     9.3%      9.5%    11.0%    11.5%    11.5%     3.3%     4.0%    3.3%     4.0%    8.5     10.0
  -------------------------------------------------------------------------------------------------------------------------------
                          8.5%     9.5%      9.5%    11.0%    11.0%    11.0%     3.5%     4.0%    3.5%     4.0%   10.0     10.0
                          9.0%     9.0%                       12.0%    12.0%     3.0%     4.0%    3.0%     4.0%    7.0     10.0
                                            
  Class B - Leased Asset  9.3%     9.8%      9.5%    11.0%    11.5%    11.5%     3.3%     4.0%    3.3%     4.0%    8.5     10.0
  -------------------------------------------------------------------------------------------------------------------------------
                          8.5%     9.5%      9.5%    11.0%    11.0%    11.0%     3.5%     4.0%    3.5%     4.0%   10.0     10.0
                         10.0%    10.0%                       12.0%    12.0%     3.0%     4.0%    3.0%     4.0%    7.0     10.0
                                            
  Class A - Value Added   9.3%     9.8%      9.5%    11.0%    11.5%    11.5%     3.3%     4.0%    3.3%     4.0%    9.0     10.5
  -------------------------------------------------------------------------------------------------------------------------------
                          8.5%     9.5%      9.5%    11.0%    11.0%    11.0%     3.5%     4.0%    3.5%     4.0%   11.0     11.0
                         10.0%    10.0%                       12.0%    12.0%     3.0%     4.0%    3.0%     4.0%    7.0     10.0
                                            
  Class B -Value Added    9.5%    10.0%      9.5%    11.0%    11.5%    11.5%     3.3%     4.0%    3.3%     4.0%    9.0     10.5
  -------------------------------------------------------------------------------------------------------------------------------
                          8.5%     9.5%      9.5%    11.0%    11.0%    11.0%     3.5%     4.0%    3.5%     4.0%   11.0     11.0
                         10.5%    10.5%                       12.0%    12.0%     3.0%     4.0%    3.0%     4.0%    7.0     10.0
                                            
RETAIL                                      
- ---------------------------------------------------------------------------------------------------------------------------------
Neighborhood & Community                    
 Centers                  9.5%    10.1%     10.0%    10.7%    13.2%    13.7%     3.2%     3.5%    3.5%     3.8%    8.5      9.1
- ---------------------------------------------------------------------------------------------------------------------------------
  Class A - Leased Asset  9.4%     9.9%     10.0%    10.4%    12.1%    12.4%     3.2%     3.4%    3.6%     3.8%    8.8      9.4
  -------------------------------------------------------------------------------------------------------------------------------
                          9.0%    10.5%      9.5%    10.5%    11.0%    12.5%     3.5%     3.5%    3.5%     3.5%   10.0     10.0
                          9.5%    10.0%     10.0%    10.0%    12.5%    12.5%     3.0%     3.0%    3.0%     3.0%   10.0     10.0
                         10.0%    10.0%     10.5%    10.5%    15.0%    15.0%     4.0%     4.0%    4.0%     4.0%    5.0      7.0
                         10.3%    10.3%     10.8%    10.8%    13.0%    13.0%     2.0%     2.0%    4.0%     4.0%    7.0      7.0
                          9.8%     9.8%     10.3%    10.3%    11.5%    11.5%     3.8%     3.8%    4.0%     4.0%   10.0     10.0
                          9.0%    10.0%                                          3.0%     3.0%    4.0%     4.0%   10.0     10.0
                          9.0%     9.0%      9.5%    10.0%    11.0%    11.0%     3.0%     4.0%    3.0%     4.0%    7.0     10.0
                          8.5%     9.5%      9.5%    11.0%    11.0%    11.0%     3.5%     4.0%    3.5%     4.0%   11.0     11.0
                                            
  Class B - Leased Asset  9.5%    10.1%     10.3%    11.0%    12.3%    12.3%     2.9%     3.3%    3.6%     4.0%    8.8      9.5
  -------------------------------------------------------------------------------------------------------------------------------
                         10.8%    10.8%     11.3%    11.3%    14.0%    14.0%     2.0%     2.0%    4.0%     4.0%    7.0      7.0
                          9.0%    10.0%                                          3.0%     3.0%    4.0%     4.0%   10.0     10.0
                          8.5%     9.5%      9.5%    11.0%    11.0%    11.0%     3.5%     4.0%    3.5%     4.0%   11.0     11.0
                          9.5%     9.5%     10.0%    11.0%    12.0%    12.0%     3.0%     4.0%    3.0%     4.0%    7.0     10.0
                          9.5%    10.5%    

</TABLE>
<PAGE>

                                                               9:05AM on 10/6/97

<TABLE>
<CAPTION>
=================================================================================================================================
                               Capitalization Rates                                       Growth Rate          
                        ----------------------------------       Internal       ------------------------------ Typical Projection
                            Going-In           Terminal       Rate of Return        Income         Expenses       Period (Years)
                          Low     High       Low     High      Low     High      Low     High     Low    High      Low     High
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>      <C>       <C>      <C>      <C>      <C>       <C>      <C>     <C>     <C>     <C>      <C> 
  Class A - Value Added   9.5%    10.2%     9.6%    10.4%    14.0%    15.0%     3.3%     3.6%    3.3%    3.6%     8.2      8.8
  -------------------------------------------------------------------------------------------------------------------------------
                         10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%    3.0%    3.0%    10.0     10.0
                          9.0%    10.0%                                         3.0%     3.0%    4.0%    4.0%    10.0     10.0
                          8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%    3.5%    4.0%    11.0     11.0
                          9.5%     9.5%     9.5%    10.0%    13.0%    13.0%     3.0%     4.0%    3.0%    4.0%     7.0     10.0
                          9.0%    10.0%
                         11.0%    11.0%     9.5%     9.5%    16.0%    16.0%     3.0%     3.0%    3.0%    3.0%     3.0      3.0

  Class B - Value Added   9.7%    10.3%    10.0%    10.9%    14.3%    15.3%     3.3%     3.6%    3.3%    3.6%     8.2      8.6
  -------------------------------------------------------------------------------------------------------------------------------
                         10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%    3.0%    3.0%    10.0     10.0
                          9.0%    10.0%                                         3.0%     3.0%    4.0%    4.0%    10.0     10.0
                          8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%    3.5%    4.0%    11.0     11.0
                         10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%    3.0%    4.0%     7.0     10.0
                         11.0%    11.0%    10.5%    10.5%    16.0%    16.0%     3.0%     3.0%    3.0%    3.0%     3.0      3.0

- ---------------------------------------------------------------------------------------------------------------------------------
Power Center & "Big Box"  9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%    3.2%    3.7%     9.3     10.3
- ---------------------------------------------------------------------------------------------------------------------------------
  Class A - Leased Asset  9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%    3.4%    3.7%     9.1     10.1
  -------------------------------------------------------------------------------------------------------------------------------
                          9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     3.0%    3.0%    3.0%    10.0     10.0
                         10.0%    10.0%     9.5%     9.5%    15.0%    15.0%     4.0%     4.0%    4.0%    4.0%     5.0     10.0
                         10.5%    10.5%    10.5%    10.5%    11.0%    12.0%     2.0%     2.0%    3.0%    3.0%    10.0     10.0
                          9.5%     9.5%    10.0%    10.0%    11.4%    11.4%     3.8%     3.8%    4.0%    4.0%    10.0     10.0
                          8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%    3.5%    4.0%    11.0     11.0
                          9.5%     9.5%     9.5%    10.0%    11.0%    11.5%     3.0%     3.5%    3.0%    3.5%    10.0     10.0
                          9.3%     9.3%     9.5%    10.0%    10.5%    10.5%     3.0%     4.0%    3.0%    4.0%     7.0     10.0
                          9.0%     9.0%
                          9.0%     9.5%     9.5%    10.0%    11.0%    11.0%     4.0%     4.0%    4.0%    4.0%    10.0     10.0

  Class B - Leased Asset  9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%    3.2%    3.7%     9.3     10.3
  -------------------------------------------------------------------------------------------------------------------------------
                         10.8%    10.8%    10.8%    10.8%    11.0%    12.0%     2.0%     3.0%    3.0%    3.0%    10.0     10.0
                          8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%    3.5%    4.0%    11.0     11.0
                         10.0%    10.0%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%    3.0%    4.0%     7.0     10.0

  Class A - Value Added   9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%    3.2%    3.7%     9.3     10.3
  ---------------------------------------------------------------------------------------------------------------------------------
                         10.8%    10.8%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%    3.0%    3.0%    10.0     10.0
                          8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%    3.5%    4.0%    11.0     11.0
                          9.5%     9.5%    10.0%    10.0%    13.0%    13.0%     3.0%     4.0%    3.0%    4.0%     7.0     10.0
</TABLE>
<PAGE>

                                                               9:05AM on 10/6/97

<TABLE>
<CAPTION>
=================================================================================================================================
                               Capitalization Rates                                       Growth Rate          
                        ----------------------------------       Internal       ------------------------------ Typical Projection
                            Going-In           Terminal       Rate of Return        Income         Expenses       Period (Years)
                          Low     High       Low     High      Low     High      Low     High     Low    High      Low     High
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>      <C>       <C>      <C>      <C>      <C>       <C>      <C>     <C>     <C>     <C>      <C> 
  Class B - Value Added   9.8%    10.3%     10.1%    10.9%    12.7%    12.7%     2.8%     3.3%    3.2%    3.7%     9.3     10.3
  -------------------------------------------------------------------------------------------------------------------------------
                         11.0%    11.0%     10.8%    10.8%    12.0%    12.0%     2.0%     2.0%    3.0%    3.0%    10.0     10.0
                          8.5%     9.5%      9.5%    11.0%    11.0%    11.0%     3.5%     4.0%    3.5%    4.0%    11.0     11.0
                                                              15.0%    15.0%     3.0%     4.0%    3.0%    4.0%     7.0     10.0

- ---------------------------------------------------------------------------------------------------------------------------------
Regional Malls            9.1%     9.4%      9.3%     9.9%    13.4%    13.6%     3.2%     3.4%    3.6%    3.8%     8.5      8.7
- --------------------------------------------------------------------------------------------------------------------------------
  Class A - Leased Asset  8.0%     8.2%      8.3%     8.7%    11.5%    11.8%     3.3%     3.5%    3.6%    3.7%     9.0      9.6
  -------------------------------------------------------------------------------------------------------------------------------
                          7.5%     7.5%      8.0%     8.0%    11.3%    11.3%     4.0%     4.0%    4.0%    4.0%    10.0     10.0
                          9.0%     9.0%      9.0%     9.0%    15.0%    15.0%     4.0%     4.0%    4.0%    4.0%     5.0      5.0
                          7.5%     7.5%      7.8%     7.8%    12.0%    12.0%     1.5%     2.0%    3.0%    3.0%    10.0     10.0
                          9.0%                                                   3.0%     3.0%    4.0%    4.0%    10.0     10.0
                          8.5%     9.5%      9.5%    11.0%    11.0%    11.0%     3.5%     4.0%    3.5%    4.0%    11.0     11.0
                          8.0%     8.0%      8.0%     9.0%    10.5%    11.0%     3.0%     3.5%    3.0%    3.5%    10.0     10.0
                          8.0%     8.0%      8.5%     8.5%    11.0%    11.0%     4.0%     4.0%    4.0%    4.0%    10.0     10.0
                          7.8%     8.0%      8.3%     8.5%    11.0%    12.0%     2.5%     3.0%    2.5%    3.0%    10.0     10.0
                          7.0%     8.0%      7.0%     8.0%    10.0%    11.0%     4.0%     4.0%    4.0%    4.0%     5.0     10.0
                                           
  Class B - Leased Asset  9.4%     9.5%      9.5%    10.0%    13.8%    13.8%     3.1%     3.3%    3.9%    4.0%     8.3      8.3
  -------------------------------------------------------------------------------------------------------------------------------
                         10.0%    10.0%     10.0%    10.0%    17.0%    17.0%     4.0%     4.0%    4.0%    4.0%     5.0      5.0
                          9.0%     9.0%      9.0%     9.0%    13.5%    13.5%     2.0%     2.0%    4.0%    4.0%     7.0      7.0
                         10.0%                                                   3.0%     3.0%    4.0%    4.0%    10.0     10.0
                          8.5%     9.5%      9.5%    11.0%    11.0%    11.0%     3.5%     4.0%    3.5%    4.0%    11.0     11.0
                                           
  Class A - Value Added   8.9%     9.3%      9.3%    10.0%    13.5%    13.8%     3.3%     3.5%    3.5%    3.8%     9.0      9.0
  -------------------------------------------------------------------------------------------------------------------------------
                         10.0%    10.0%     10.0%    10.0%    18.0%    18.0%     4.0%     4.0%    4.0%    4.0%     5.0      5.0
                          9.0%                                                   3.0%     3.0%    4.0%    4.0%    10.0     10.0
                          8.5%     9.5%      9.5%    11.0%    11.0%    11.0%     3.5%     4.0%    3.5%    4.0%    11.0     11.0
                          8.0%     8.5%      8.5%     9.0%    11.5%    12.5%     2.5%     3.0%    2.5%    3.0%    10.0     10.0
                                           
  Class B - Value Added  10.2%    10.6%     10.2%    10.7%    14.8%    15.0%     3.2%     3.4%    3.4%    3.6%     7.8      7.8
  -------------------------------------------------------------------------------------------------------------------------------
                         11.0%    11.0%     11.0%    11.0%    20.0%    20.0%     4.0%     4.0%    4.0%    4.0%     5.0      5.0
                         10.0%                                                   3.0%     3.0%    4.0%    4.0%    10.0     10.0
                          8.5%     9.5%      9.5%    11.0%    11.0%    11.0%     3.5%     4.0%    3.5%    4.0%    11.0     11.0
                          8.5%     9.0%      9.3%     9.8%    12.0%    13.0%     2.5%     3.0%    2.5%    3.0%    10.0     10.0
                         13.0%    13.0%     11.0%    11.0%    16.0%    16.0%     3.0%     3.0%    3.0%    3.0%     3.0      3.0
</TABLE>
<PAGE>

                                                               9:05AM on 10/6/97

<TABLE>
<CAPTION>
=================================================================================================================================
                               Capitalization Rates                                       Growth Rate          
                        ----------------------------------       Internal       ------------------------------ Typical Projection
                            Going-In           Terminal       Rate of Return        Income         Expenses       Period (Years)
                          Low     High       Low     High      Low     High      Low     High     Low    High      Low     High
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>      <C>       <C>      <C>      <C>      <C>       <C>      <C>     <C>     <C>     <C>      <C> 
- ---------------------------------------------------------------------------------------------------------------------------------
Specialty Retail         8.3%      9.3%      9.2%    10.6%    10.9%    11.0%     3.6%     4.0%     3.6%    4.0%   10.3     10.9
- ---------------------------------------------------------------------------------------------------------------------------------
  Class A - Leased Asset 7.8%      8.8%      8.3%     9.5%    10.5%    11.0%     3.8%     4.0%     3.8%    4.0%    8.0     10.5
  -------------------------------------------------------------------------------------------------------------------------------
                         8.5%      9.5%      9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%    4.0%   11.0     11.0
                         7.0%      8.0%      7.0%     8.0%    10.0%    11.0%     4.0%     4.0%     4.0%    4.0%    5.0     10.0
                                                                                         
  Class B - Leased Asset 8.5%      9.5%      9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%    4.0%   11.0     11.0
  -------------------------------------------------------------------------------------------------------------------------------
                         8.5%      9.5%      9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%    4.0%   11.0     11.0
                                                                                         
  Class A - Value Added  8.5%      9.5%      9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%    4.0%   11.0     11.0
  -------------------------------------------------------------------------------------------------------------------------------
                         8.5%      9.5%      9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%    4.0%   11.0     11.0
                                                                                         
  Class B - Value Added  8.5%      9.5%      9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%    4.0%   11.0     11.0
  -------------------------------------------------------------------------------------------------------------------------------
                         8.5%      9.5%      9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%    4.0%   11.0     11.0
                                                                                         
RESIDENTIAL                                                                              
 --------------------------------------------------------------------------------------------------------------------------------
 Apartments              8.7%      9.2%      9.5%    10.2%    11.3%    11.8%     3.4%     4.3%     3.2%    3.7%    7.9      9.1
 --------------------------------------------------------------------------------------------------------------------------------
  Class A - Leased Asset 8.7%      9.2%      9.1%     9.7%    11.4%    11.8%     3.3%     3.8%     3.3%    3.7%    8.2      8.8
  -------------------------------------------------------------------------------------------------------------------------------
                         8.5%     10.0%      9.0%    10.5%                                         3.5%    3.5%    1.0      1.0
                         8.5%      9.0%      9.0%     9.0%    11.0%    11.0%     3.0%     3.0%     3.0%    3.0%   10.0     10.0
                         9.8%      9.8%     10.0%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%    4.0%    5.0      7.0
                         8.3%      9.0%      9.0%     9.5%    10.5%    11.5%     3.0%     4.0%     3.0%    4.0%   10.0     10.0
                         8.8%      8.8%      9.0%     9.0%    11.3%    11.3%     3.8%     4.0%     4.0%    4.0%   10.0     10.0
                         8.5%      9.5%      9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%    4.0%   11.0     11.0
                         8.5%      9.0%      9.0%     9.5%    10.0%    11.5%     3.0%     4.0%     3.0%    3.0%   10.0     10.0
                         8.5%      9.0%      8.5%     9.0%                       3.0%     3.5%     3.0%    3.5%   10.0     10.0
                         8.8%      9.0%      9.0%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%    4.0%    7.0     10.0
                                                                                         
  Class B - Leased Asset 8.9%      9.6%      9.6%    10.4%    11.0%    11.6%     3.1%     4.0%     3.1%    3.8%    9.5     10.3
  -------------------------------------------------------------------------------------------------------------------------------
                         9.0%      9.5%      9.5%    10.0%    11.0%    12.0%     3.0%     4.0%     3.0%    4.0%   10.0     10.0
                         8.5%      9.5%      9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%    4.0%   11.0     11.0
                         9.0%     10.0%     10.0%    10.5%    10.5%    12.0%     3.0%     4.0%     3.0%    3.0%   10.0     10.0
                         9.0%      9.5%      9.5%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%    4.0%    7.0     10.0
                                                                                         
  Class A - Value Added  8.5%      8.8%      9.3%    10.0%    11.3%    11.7%     3.5%     4.7%     3.2%    3.7%    7.0      8.7
  -------------------------------------------------------------------------------------------------------------------------------
                         8.5%      9.5%      9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%    4.0%   11.0     11.0
                         8.0%      8.0%      9.0%     9.0%    11.0%    12.0%     4.0%     6.0%     3.0%    3.0%    3.0      5.0
                         9.0%      9.0%      9.5%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%    4.0%    7.0     10.0
</TABLE>
<PAGE>

                                                               9:05AM on 10/6/97

<TABLE>
<CAPTION>
=================================================================================================================================
                               Capitalization Rates                                       Growth Rate          
                        ----------------------------------       Internal       ------------------------------ Typical Projection
                            Going-In           Terminal       Rate of Return        Income         Expenses       Period (Years)
                          Low     High       Low     High      Low     High      Low     High     Low    High      Low     High
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>      <C>       <C>      <C>      <C>      <C>       <C>      <C>     <C>     <C>     <C>      <C> 
- ---------------------------------------------------------------------------------------------------------------------------------
  Class B - Value Added  8.7%      9.2%      9.8%    10.7%    11.7%    12.3%     3.5%     4.7%     3.2%    3.7%    7.0      8.7
  -------------------------------------------------------------------------------------------------------------------------------
                         8.5%      9.5%      9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%    4.0%   11.0     11.0
                         8.0%      8.0%     10.0%    10.0%    11.0%    13.0%     4.0%     6.0%     3.0%    3.0%    3.0      5.0
                         9.5%     10.0%     10.0%    11.0%    13.0%    13.0%     3.0%     4.0%     3.0%    4.0%    7.0     10.0
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management
      involvement due to leasing issues and/or additional capital investment for
      physical issues



                           -----------------------------------------------------
                                 Cushman & Wakefield Valuation Advisory Services
                                 National Investor Survey - Autumn 1996
<PAGE>

                                            QUALIFICATIONS OF ERIC B. LEWIS, MAI
================================================================================

Professional Affiliations:

      Member, The Appraisal Institute - MAI, (Certificate No. 9798)
      Certified General Appraiser - State of Connecticut (License No. 0000373)
      Licensed Real Estate Salesperson - State of New Jersey
      New Jersey Certified Real Estate Appraiser-General (License No. RG. 00922)
      Certified General Real Estate Appraiser-State of New York (License No.
      46000022963)
      Certified General Real Estate Appraiser-State of Ohio (No. 423183)
      Certified General Real Estate Appraiser-State of Florida (License No.
      RZ-0002224)

Real Estate Experience:

      Cushman & Wakefield of CT, Inc.,     Stamford, CT
                                           April, 1992 - Present

      Director involved in appraisal of income producing properties throughout
      the northeastern United States. Work scope also includes, feasibility
      studies, market surveys and investment analysis.

      Mason-Helmstetter, Associates         Hasbrouck, Heights, NJ
                                            November, 1987 - March, 1992

      Work scope included the preparation of appraisals of residential,
      commercial and industrial properties primarily in northern New Jersey.

      Arthur Young & Company          New York, NY
                                      September, 1985- October, 1987

      Senior Auditor responsible for the work of four junior staff members
      during audits of Cheseborough Ponds, Inc., and Pan Am Corporation.

Education:

      New York University, New York, New York

      Master of Science-Real Estate Valuation and Analysis: December 1991

      Lehigh University, Bethlehem, Pennsylvania

      Bachelor of Science-Accounting: June, 1985

      The Appraisal Institute

      Course 1A-1        Real Estate Appraisal Principles
      Course 1A-2        Basic Valuation Procedures
      Course 1B-A        Capitalization Theory & Techniques Part A
      Course 1B-B        Capitalization Theory & Techniques Part B
      Course 2-1         Case Studies in Real Estate Valuation
      Course 2-2         Report Writing and Valuation Analysis
      Course SPP         Standards of Professional Practice



                                   DISCLAIMER

The appraisal report appearing below is addressed to NationsBank of Texas, N.A.
("NationsBank"). NationsBank does not represent that the presumptions or
conclusions in the appraisals are relevant or accurate and does not endorse the
conclusions set forth in the appraisal. Any value, presumption, or conclusion
regarding the property or properties appraised in the report must be verified
independently of NationsBank. This appraisal has not been approved by
NationsBank and is being transmitted without representation and warranty of
NationsBank.
<PAGE>

================================================================================

                                APPRAISAL REPORT

                            Heather Plaza Apartments
                             939-978 Heather Circle
                            Salinas, California 93906

                 Effective Date of Appraisal: September 28, 1996

                                 APPRAISED FOR:

                           NationsBank of Texas, N.A.
                           Real Estate Risk Assessment
                           901 Main Street, 51st Floor
                            Dallas, Texas 75202-3714

                                  APPRAISED BY:

                            ROBERT SAIA & ASSOCIATES
                                313 Avalon Avenue
                          Santa Cruz, California 95060

================================================================================
<PAGE>

                  [LETTERHEAD OF ROBERT SAIA, MAI & ASSOCIATES]

September 28, 1996

Mr. Gary D. Long
Real Estate Risk Assessment
NationsBank of Texas, N.A.
901 Main Street, 51st Floor
Dallas, Texas 75202-3714

Dear Mr. Long:

As requested, Robert Saia & Associates has completed a market value "as is"
appraisal of the 218-unit apartment complex known as "Heather Plaza Apartments"
located at 939-978 Heather Circle in Salinas, California.

The property rights appraised are those of the leased fee interest. Many of the
units are on short-term leases (less than one year), thus there is no leasehold
or leased fee bonus values to consider. In other words, the fee simple and
leased fee values are the same.

The function of this appraisal is to aid in proper underwriting, loan
classification and/or disposition of the subject property in conjunction with a
pending multi-property portfolio purchase that includes the subject property.
The effective date of the appraisal is September 28, 1996, the first inspection
date of the property.

This report was prepared as a Complete Appraisal, Summary Report following
generally accepted and established appraisal practices that comply with the
Uniform Standards of Professional Appraisal Practice (USPAP) and also in
accordance with the NationsBank Appraisal/Evaluation Guidelines for Appraisers.
As instructed, the cost approach has been omitted. Although the cost approach
has very little relevancy in the appraisal of apartment complexes in this area,
its omission may be considered by some to invoke the Departure Provision.

The Limiting Conditions and Assumptions contained at the conclusion of this
report are a vital part of the appraisal. There are no extraordinary assumptions
that affects the appraisal.

The market value estimate is based on an exposure time of four months. Based on
our analysis and investigation, as discussed in the attached summary appraisal
report, the

Market Value "As Is" of the Heather Plaza Apartments 28, 1996, is as follows:

- --------------------------------------------------------------------------------
                  EIGHT MILLION THREE HUNDRED THOUSAND DOLLARS
                                   $8,300,000
- --------------------------------------------------------------------------------


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
<PAGE>

Heather Plaza Apartments, Salinas CA

Mr. Gary Long
page ii

The above is the value of the real estate only. Personal property value is
nominal, and plays no significant role in the operation of the apartments. If
you should have any questions, please contact our office.

Respectfully Submitted,


/s/ Robert Saia
- -------------------------------------
Robert Saia, MAI
OREA Cert. #AG003191 (exp. 12/7/96)


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
<PAGE>

Heather Plaza Apartments, Salinas CA

                                TABLE OF CONTENTS

Summary of Salient Facts .................................................... 1
Purpose of the Appraisal .................................................... 3
Function of the Report ...................................................... 3
Valuation Date .............................................................. 3
Property Right Appraised .................................................... 4
Location and Property Identification ........................................ 4
Property History & Ownership ................................................ 4
Project Overview ............................................................ 4
The Extent of the Appraisal Process ......................................... 5
Competency Statement ........................................................ 6
Regional Description ........................................................ 7
City of Salinas .............................................................18
Salinas Apartment Market ....................................................21
Neighborhood Description ....................................................22
Site Analysis ...............................................................23
Current Taxes & Assessments .................................................25
Improvement Description .....................................................27
Highest and Best Use Analysis ...............................................28
The Appraisal Process .......................................................31
Income Capitalization Approach ..............................................32
Sales Comparison Approach ...................................................52
Reconciliation of the Value Estimates .......................................61
Marketing Period Estimate ...................................................62
Exposure Period Estimate ....................................................62
Allocation of F,F&E .........................................................63
Assumptions and Limiting Conditions .........................................65
Certification of Appraisal ..................................................68

ADDENDA
Photographs of the Subject Property
Maps
Floor Plans
Apartment Building Sales Sheets
Rent Roll and Operating Statements
Qualifications


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
<PAGE>

Heather Plaza Apartments, Salinas CA

                            SUMMARY OF SALIENT FACTS
================================================================================
CLIENT:                                             NationsBank

PROJECT NAME:                                       Heather Plaza Apartments

NO. OF UNITS:                                       218 net rentable

ADDRESS:                                            939-978 Heather Circle,
                                                    Salinas, CA

LOCATION:                                           North Salinas

A.P.N.:                                             003-801-003, 004,005,006, &
                                                    009

THOMAS BROS. MAP:                                   T.B. 225 A-1 (Monterey
                                                    County)

CENSUS TRACT NO.:                                   105.00

ZONING:                                             R-H-2.3 (High Density
                                                    Residential District)

RENT CONTROL:                                       None (No pending)

HIGHEST & BEST USE:
 -As improved...                                    Existing apartments
 -As vacant...                                      High density residential
                                                    development

PROPERTY RIGHTS APPRAISED:                          Leased Fee Interest

SALE HISTORY OVER PAST 5 YEARS:                     None

CURRENT OWNERSHIP:                                  Paul M. Thysen and Betty 0.
                                                    Thysen Trust

UTILITIES:                                          Municipal services (water,
                                                    electricity and sewer)
                                                    are available and connected.

LAND AREA:                                          12.6 acres plus private 
                                                    street

SITE DENSITY:                                       17.3 units per acre

FLOOD ZONE:                                         Zone B per Panel #060202-
                                                    0002 D (11/4/81)

TOTAL # RENTABLE UNITS                              218

YEAR BUILT:                                         1974

NET RENTABLE BUILDING AREA (sf):                    147,384 sf

COMMON AREA AMENITIES:                              Security gated entrance,
                                                    lawn areas, asphalt
                                                    drives, concrete walks, 2
                                                    swimming pools, 1
                                                    playground, 7 laundry rooms.

OCCUPANCY CHARACTERISTICS:
No. of Vacant Units:                                4 units were available @ 
                                                    time of inspection

ACTUAL NUMBER OCCUPIED UNITS:
on 9/28/96 and OCCUPANCY RATE:                      214 (98.1%)


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
                                                                               1
<PAGE>

Heather Plaza Apartments, Salinas CA

GROSS ACTUAL REVENUE
as reported for 1995:                               $1,316,153 (includes "other"
                                                    income).

ACTUAL MONTHLY RENTAL INCOME
as reported as of 9/28-96:                          $118,551

STABILIZED NET INCOME EST.
as of APPRAISAL DATE :                              $692,350

EST. EXPOSURE and MARKETING TIME:                   2-6 months marketing/ (4
                                                    month exposure)

CONDITIONS TO APPRAISAL:                            No unusual conditions.
                                                    Reference is made to
                                                    Assumptions & Limiting
                                                    Conditions in Addenda

================================================================================
MARKET VALUE "as is":  $8,300,000   September 28, 1996 (4 month exposure period)
================================================================================

Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
                                                                               2
<PAGE>

Heather Plaza Apartments, Salinas CA

PURPOSE OF THE APPRAISAL
================================================================================

The purpose of this appraisal is to estimate the market value "as is" of the fee
interest for the real estate only.

"Market Value," as used in this appraisal, is defined as "the most probable
price which a property should bring in a competitive and open market under all
conditions requisite to a fair sale, the buyer and seller, each acting prudently
and knowledgeably, and assuming the price is not affected by undue stimulus.
Implicit in this definition is the consummation of a sale as of a specified date
and the passing of title from seller to buyer under conditions whereby:

      o     Buyer and seller are typically motivated;

      o     Both parties are well informed or well advised, each acting in what
            he considers his own best interests;

      o     A reasonable time is allowed for exposure in the open market;

      o     Payment is made in terms of cash in U.S. dollars, or in terms of
            financial arrangement comparable thereto; and,

      o     The price represents the normal consideration for the property sold
            unaffected by special or creative financing or sale concessions
            granted by anyone associated with the sale."

      (*Source: Office of the Comptroller under 12 CFR, Part 34, Subpart
            Appraisals, 34.42 Definitions [f])

"Market value 'as is' "means an estimate of the market value of a property in
the condition observed upon inspection and as it physically and legally exists
without hypothetical conditions, assumptions, or qualifications as of the date
of inspection.."

FUNCTION OF THE APPRAISAL
================================================================================

The function of this appraisal is for the exclusive use of NationsBank, its
subsidiaries, and/or affiliates, for loan underwriting purposes in conjunction
with a portfolio purchase that includes this property. It may be used in
connection with the acquisition, disposition and financing of the sale of the
property.

VALUATION DATE
================================================================================

The date of valuation is September 28, 1996. This is the date of the last
property inspection.


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
                                                                               3
<PAGE>

Heather Plaza Apartments, Salinas CA

PROPERTY RIGHTS APPRAISED and DEFINED
================================================================================

The unencumbered fee simple estate of the property has been valued. This
ownership interest is defined as:

"Absolute Ownership Unencumbered by any other interest or estate; subject only
to the limitations of eminent domain, escheat, police power, and taxation".

Leases of seven to twelve months are considered short in duration and do not
create any favorable leaseholds by the tenants. Technically speaking, the leased
fee interest is being valued, although a percentage of the rental units are on a
month-to-month basis. Because of the nature of a short term lease, as well as a
strong correlation between contract and market rent, the value estimated for the
subject property is essentially reflective of the fee simple interest.

IDENTIFICATION and LOCATION OF SUBJECT PROPERTY
================================================================================

The subject property in this appraisal consists of the Heather Plaza Apartments
located in the North central section of the city of Salinas. The Heather Plaza
Apartments are located immediately south of Iris Drive through a security gate
entrance and immediately north of the U.S. 101 Freeway. The mailing address is
939-978 Heather Circle, Salinas, California, 93906. The Monterey County Assessor
Parcel Numbers are 003-801-003,004,005,006 and 009. A legal description is
included in the preliminary title report which is made a part of this appraisal.

PROPERTY HISTORY and OWNERSHIP
================================================================================

Title to the property is vested in: Paul M. Thysen & Betty 0. Thysen Trust

The property has not transferred over the required reporting period. It is
currently in escrow as part of a multi property portfolio sale.

HEATHER PLAZA APARTMENTS-OVERVIEW
================================================================================

The Heather Plaza Apartments is a 218 - unit apartment complex located on a
12.62 acre site configured in thirty-three (33) 2-story buildings. Not included
is the on-site manager's office. The Heather Plaza Apartments is located
directly south of Iris Drive contiguous to the Capri Apartments. The street
leading into Heather Plaza was formerly a city-owned public street that has
since been deeded by Salinas (in 1983) and made part of Heather Plaza (common
area). The gated entrance is the only access to the apartment complex. The
Heather Plaza Apartments were built in 1974 and contain a mix of one, two and
three bedroom floorplans. There are 215 carport spaces and 124 open parking
spaces.

Amenities offered by the Heather Plaza Apartments include lawn-greenbelt areas,
two swimming


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
                                                                               4
<PAGE>

Heather Plaza Apartments, Salinas CA

pools, seven (7) laundry rooms and one children's play area. Utilities provided
by the landlord include water, trash removal, sewer, and basic cable television.

In conclusion, the overall exterior appearance of the subject property (the
Heather Plaza Apartments) is considered above average to good and reflective of
other more recently constructed and competing high density residential
developments within the North Salinas area.

The reader is directed to the Improvement Description of this report for further
comments regarding the individual units and their respective interior
improvements.

THE EXTENT of THE APPRAISAL PROCESS
================================================================================

The extent of the appraisal process encompasses the necessary research and
analysis to prepare a report in accordance with the intended use, the Uniform
Standards of Professional Appraisal Practice as set forth by the Appraisal
Foundation, and the Standards of Professional Practice of the Appraisal
Institute.

With regard to the valuation of the subject property, the following steps were
involved:

      1.    The property was last inspected and photographed on September 28,
            1996. This date is considered the "affective date" of this
            appraisal.

      2.    The overall exterior site of the subject property i.e. (The Heather
            Plaza Apartments) was personally inspected by the appraiser. The
            on-site office manager provided interior access to each of the
            various unit types within the developments. The appraiser was able
            to physically measure a representative unit of both a one bedroom
            and two bedroom floorplan. However, it was indicated by the Lincoln
            Residential Services manager that there are four (4) 3BR/1BA units
            in Heather Plaza. Access was not provided into any of these units,
            although management indicated approximately 900 square feet of gross
            living area as representative of the unit sizes. The subject is
            valued assuming that information regarding the 3BR/1BA unit size is
            correct.

      3.    Regional, county, city, and neighborhood data were based on
            information taken from a variety of sources, including, but not
            limited to, City of Salinas Planning Department, Monterey County Tax
            Assessor's Office, City of Salinas Public Works Department, City of
            Salinas Building Department, the Association of Monterey Bay Area
            Governments, Salinas Chamber of Commerce, independent private
            studies, newspaper articles and my own files.

      4.    Research and investigation of current market conditions for
            apartment properties in the city of Salinas.


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
                                                                               5
<PAGE>

Heather Plaza Apartments, Salinas CA

      5.    Interviews with brokers, appraisers, property owners and/or managers
            and lenders, as well as the relevant public agencies as described
            above.

      6.    The highest and best use was formed by information gathered in the
            previous steps.

      7.    After assembling and analyzing information defined in this extent of
            the appraisal process, final estimates of market value by each
            applicable valuation method were made.

      8.    And, finally, a single value estimate from within the concluded
            value by each approach was made. Greatest weight was given to those
            approaches felt to have the most influence on the purchasing
            decision.

Unless otherwise stated in the report, the existence of hazardous materials,
which may or may not be present on the property, was not observed by the
appraiser. The appraiser has no knowledge of the existence of such materials on
or in the property. The appraiser is not qualified, however, to detect such
substances. The presence of toxic or caustic substances or other potentially
hazardous materials may affect the value of the property. The value estimate is
predicated on the assumption that there are not such materials on or in the
property that would cause a loss in value. Any such findings which would
indicate otherwise could result in a decrease in value.

COMPETENCY STATEMENT
================================================================================

In accordance with the competency provision in the USPAP, the appraiser
certifies that his education, experience and knowledge is sufficient to appraise
the type of property being valued (apartment complex) and that no appraiser has
provided significant professional assistance to the person inspecting the
subject property in the completion of the analysis other than those mentioned in
the Certification of Appraisal (see Addenda).

Robert Saia, MAI has appraised this property type in the past and has the
knowledge and experience necessary to complete this appraisal assignment. See
Appraiser's Qualifications in the Addenda for additional information.

The appraiser's analyses, opinions and conclusions were developed and this
report has been prepared in conformity with the Uniform Standards of
Professional Appraisal Practice USPAP) Standards 1 - 3, and NationsBank
appraisal policy. The appraisal assignment was not based on a requested minimum
valuation, a specific valuation or the approval of a loan. The Departure
Provision in the USPAP was not utilized in the preparation of this report.

The appraiser's compensation is not contingent upon the reporting of a
predetermined value or direction in value that favors the cause of the client,
the amount of the value estimated, the attainment of a stipulated result or the
occurrence of a subsequent event.


=======================
Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
                                                                               6
<PAGE>

Heather Plaza Apartments, Salinas CA

REGIONAL ANALYSIS
================================================================================

Market value is affected by a number of externalities; e.g., geographic,
economic and environmental, governmental forces, utility, supply & demand and
effective purchasing power. Real estate is affected by externalities more than
any other economic good, service, or commodity. It is imperative that an
appraiser observe and analyze external influences in order to identify patterns
and trends, and how they relate to the subject property. Trends such as
population shifts, declining apartment occupancy rates, or increased housing
sales in an area are relevant in order to understand the real estate
marketplace. Thus the Regional Description & Analysis is important in this
appraisal because it establishes the basis for determining the highest & best
use of a property as well as information used in applying the three approaches
to value. The scope of this regional analysis relates to the type of property
being appraisal, its complexity and the approaches used to estimate value.

Monterey County is located in a portion of California that is often referred to
as the "Central Coast," which encompasses the area known as the "Monterey
Peninsula." The county is oriented northwest to southwest, and runs parallel to
the Pacific Ocean. The county has a relatively long and narrow shape, with an
average of only 30 miles; elevations range from sea level to 5,844 feet atop
Junipero Sierra Peak, located 12 miles inland in the Santa Lucia Range.

Monterey County is bounded by the Pacific Ocean on the west, Santa Cruz County
to the north, San Luis Obispo county to the south, and San Benito, Kings and
Fresno counties to the east. The area is located approximately 125 miles south
of San Francisco and 350 miles north of Los Angeles. Approximately 105 miles of
California's 840 miles of coastline lie along the westerly boundary of Monterey
County.

On the whole, Monterey County has a rural orientation, with substantial tracts
of land devoted to agriculture and open space uses. The county encompasses 3,784
square miles, or approximately 2,127,400 acres of land area. An interesting
statistic is that nearly 27 percent of this total county area is
government-owned. Twenty-five percent is owned by the federal government with
major holdings such as Fort Hunter Liggen, Fort Ord, Los Padres National Forest
and Camp Roberts. The remaining two percent is controlled by the state and
county.

Geographical location and features exhibit strong influences on the county's
climate. The Pacific Ocean is responsible for the county's Mediterranean
climate, characterized by year round moderate temperatures, cool, dry summers,
and short, rainy seasons. Pacific winter storms are blocked by the Santa Lucia
Range, allowing considerably less rain to fall on the Salinas Valley.
Temperature and rainfall have important implications for the county's two major
economic staples, agriculture and tourism. Mild temperatures allow for
exceptionally long growing seasons for farming. Rainfall patterns, while
following predictably dry weather, require reservoir and ground water storage to
meet year round irrigation needs.

Population

Approximately one half of the county's population lives within the seven
incorporated cities and adjoining unincorporated areas of the Monterey
Peninsula. The eight principal cities are


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
                                                                               7
<PAGE>

Heather Plaza Apartments, Salinas CA

Monterey, Marina, Seaside, Sand City, Del Rey Oaks, Pacific Grove, Carmel-by-the
Sea and Salinas. The incorporated areas consist of 31.5 square miles, or about
one percent of the county's total land area. The major factor for the high
population density of the Monterey Peninsula vis-a-vis the rest of the county,
is the unsurpassed natural beauty of the area --especially the coastline and
beaches.

Based on the most recent U.S. Census (January 1, 1990), the population of
Monterey County grew by approximately 24 percent during the last decade. This
growth has helped push the county's total population up to approximately 382,547
in 1994. For reference, the county's growth rate over the preceding decade was
just under the state's overall gain of 26 percent. In the previous census period
(1970--1980) the county's total population grew 17 percent, from 247,450 to
290,444.

While county's growth has been strong, the level varies from area to area. As
shown below, the population of Salinas, the largest city and the county seat,
increased by 35.2 percent between 1980 - '90. The growth in Salinas constitutes
approximately 43 percent of the county's total population increase during that
period. In contrast, the population of the city of Monterey increased by a more
modest 16 percent over that census period. As shown, not all communities in the
county experienced tremendous population growth. Population growth was much
steadier in the cities of Seaside, Pacific Grove and Del Rey. In large part,
growth in these communities is limited due to a lack of developable land.

MONTEREY COUNTY: Population Growth 1980 - '90
(1990 U.S. Census)
- --------------------------------------------------------------------------------
City/Area                         1980         1990        Total No.    % Change
- ---------                         ----         ----        ---------    --------
Salinas                          80,479      108,777        28,248       +35.2%
Seaside                          36,567       38,901         2,334        +6.4%
Monterey                         27,558       31,954         4,396       +16.0%
Marina                           20,647       26,436         5,789       +28.0%
Pacific Grove                    15,755       16,117           362        +2.3%
King City                         5,495        7,634         2,139       +38.9%
Greenfield                        4,181        7,464         3,283       +78.5%
Soledad                           5,928        7,148         1,218       +20.5%
Gonzales                          2,891        4,660         1,769       +61.2%
Carmel-by-the-Sea                 4,707        4,239          (468)       -9.9%
Del Rey Oaks                      1,557        1,661           104        +6.7%
Unincorporated Areas             84,679      105,252        20,573       +24.3%
- --------------------------------------------------------------------------------

The most recent population estimates show that the population of Monterey
County, based on the January 1, 1995 estimates for California cities and
counties prepared by the State of California Department of Finance, was 382,547.
Recent trends show most of the increase occurring in the Salinas Valley cities
rather than on the Monterey Peninsula. For example, in 1993, the fastest growing
city in the county was Soledad (+6.1%), with nearby Greenfield (+5.3%) and Sand
City tying for second place. Population growth in Soledad is largely
attributable to an expansion of the state Correctional Facility and the
development of two large residential subdivisions. Greenfield's city manager
reported that population growth has been spurred by reasonable prices for single
family detached housing but that future growth is limited due to a lack of land.


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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Heather Plaza Apartments, Salinas CA

Based on projections by the State Finance Department, released in April 1993,
Monterey County is projected to post a 15.6 percent gain in population by the
year 2000 --representing an increase to approximately 414,000 people. In
contrast, San Benito's population is projected to increase by 37 percent by the
year 2000; Santa Clara County's by 13.4%; 14.4% for Santa Cruz County; and,
21.6% statewide.

Below are the Finance Department's projections by county through the year 2030.

PROJECTED POPULATION GROWTH

(Calif. Dept. of Finance)

- --------------------------------------------------------------------------------
 County             1990          2000          2010          2020          2030
 ------             ----          ----          ----          ----          ----
Monterey         356,000       414,000       485,300       574,100       670,900
San Benito        37,000        50,700        66,500        83,200       100,900
Santa Clara    1,502,200     1,703,900     1,839,700     1,958,600     2,064,100
Santa Cruz       230,800       264,000       291,800       322,300       354,100
Statewide     29,976,000    36,444,000    42,408,000    48,977,000    56,100,000
- --------------------------------------------------------------------------------

Transportation

The major passenger transportation system in the county is via private
automobile. The freeway system consists of Highways 101, 1 and 183; and, State
Routes 156 and 68. Highway 101 runs north and south from San Francisco, along
the West Bay, and through San Jose toward Los Angeles. Highway 1, the Coast
Highway, runs north and south from the coastal region of San Francisco and
through Santa Cruz toward San Luis Obispo County. Highway 68, the
Salinas-Monterey Highway, intersects with Highway 1 and connects the Monterey
Peninsula with the Salinas Valley to the south and Highway 101 to the north.
There are 1,300 miles of county roads and approximately 500 miles of city
streets for a total of 2,000 road miles in the county.

In Monterey County, AMTRAK provides rail passenger service, and the Southern
Pacific Transportation Company provides rail freight service. Salinas is the
only city in the county that now has rail passenger service. SPRR is the main
line between Los Angeles and San Francisco.

The Monterey Peninsula Airport provides air freight and passenger service in and
out of the county. Over the past 20 years, the airport has shown a moderate
growth pattern. In 1970, the number of passengers totaled 411,497. In
comparison, the number of passengers had grown to 523,040 by 1989 (+1.4% per
annum). Today, passenger service is provided by United, Wings West, Pacific
Coast Air and West Air. The cities of Salinas and King City both have municipal
airports. And with the closure of Fort Ord, Marina has discussed plans to
convert Fritzsche Army Airfield into its own municipal airport.

There are harbors at Monterey and Moss Landing (4 miles from the subject) which
have boating facilities with a reported 2,000 small crafts launching from its
ramps every month. Approximately 1,800 transient crafts visit the harbors
annually. Monterey Bay and Monterey harbor areas attract a significant portion
of the tourism industry that provides jobs and an economic base for the


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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Monterey Peninsula area and the county as a whole.

Fort Ord and the Military Influence

With its various military installations located throughout the Monterey
Peninsula area, including control of approximately 27 percent of all of the land
in the county, the influence of the military on Monterey County has been
significant. This influence has had a considerable financial impact, including
military and civilian payrolls, local purchase and contracts, construction in
the area, as well as the increase in government aid to local schools due to the
military population in the area. The local housing market has also been
significantly effected by the presence of the military. This impact, however,
has been primarily on the apartment rental market in the communities of Marina
and Seaside. In addition, it has had some minor negative impact on mobile home
parks in the general area. Being approximately 20 miles northeast of Fort Ord,
impact from the base closure has been minimal and not measurable. Given that the
Ford Ord area is not in the immediate environs of the subject property, the
effect of the base closure on the Boronda Manor Apartments has not been minimal.

The closure of Fort Ord was the dominant economic news for the county during
1994. The closing was the single largest national closure to date, with most of
the base's 35,000 residents and $600 million payroll moving to other bases.
Currently, the base's 44 square miles of land is being administered by the Fort
Ord Reuse Authority. Local communities formed the Fort Ord Reuse Authority as an
advisory planning committee which under an agreement formed a Fort Ord Joint
Powers Agency (JPA). The JPA agreement gave voting membership to the cities of
Marina, Seaside, Sand City, Del Rey Oaks, Monterey, and Salinas and extended
non-voting status to Pacific Grove and Carmel. The county is also a voting
member. The premise of the JPA was to create a forum for discussing reuse
issues; to facilitate community involvement and to speed up the decision process
via a cohesive voting unit.

Initially, the base closure stirred dire predictions about the short-term impact
on the county. However, as the closure set in, the immediate economic impact was
much less severe than expected, and limited primarily to the adjacent
communities. Fort Ord was so large that much of the base was self-contained with
its own housing, stores, services, and restaurants.

The long-term prospects after closure are encouraging, assuming the base's land
can be opened to large scale private sector development. In fact, the first
major reuse of the base was the opening of the California State
University-Monterey Bay which opened its doors on August 28, 1995 to 633
students.

The state university at Fort Ord "is expected to grow substantially over the
years, attracting students, well paid employees, research dollars and private
businesses," according to the 1995 BT Commercial Real Overview published in
April 1995.

The Fort Ord complex was the largest military installation in the county with a
total of 28,057 acres --nearly the size of the city and county of San Francisco.
Approximately 22 percent of the


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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base (6,250 acres) was developed with barracks, housing, motor pools,
administrative buildings, and various other support facilities.

Other military installations on the Monterey Peninsula include the Presidio of
Monterey, which is the home of the Defense Language Institute (foreign language
school for all branches of the armed forces); the United States Naval Post
Graduate School (NPGS), and the United States Coast Guard Station. The United
States Department of Interior maintains 304,035 acres in the Los Padres National
Forest and 164,503 acres along the Big Sur coast in the Ventana wilderness.

Fort Ord Reuse Plans

After more than six years of planning, the final version of the Fort Ord reuse
plan shows a closed military base converted to a huge community of new homes,
businesses, schools, parks, hotels and golf courses.

The four volume reuse plan, filed in public libraries in the area during the
first week of June 1996 by the Fort Ord Reuse Authority, has evolved from the
days when a 250 member community task force first saw the base as an educational
center.

Along the way, planners ruled out suggestions that Fort Ord might give way to a
"Disneyland in the dunes", an industrial center with 12 story high rises
sprinklered about, or an endless shopping center with no room for houses.

The more realistic, final plan, which the FORA board is expected to act on in
July includes market research, financing analyses, economic forecasts and
population projections.

Still, the numbers in the reuse plan are almost overwhelming:

- -Nearly 4,000 acres of land available for private owners, an area six times the
size of Carmel.

- -More than 13,000 new houses to be built, half as many as now exist in Salinas.

- -About 12 million square feet of industrial parks and office complexes, enough
to fill an area 20 times the size of Del Monte Shopping Center in Monterey.

- -More than 45,000 new jobs in those businesses, a third as many as now exist in
the entire county.

- -A new community of more than 71,000 people, twice as many as now live in
Monterey.

- -About 1,800 hotel rooms, three times as many as the Hyatt Regency in Monterey
and eight times as many as Embassy Suites in Seaside.

- -Development costs of $451 million over the next 20 years, as much money as it
takes to run the city of Pacific Grove for 50 years. The plan shows development,
including the 800 acre military enclave left behind as the Presidio of


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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Monterey Annex, the 1,300 acre California State University at Monterey Bay
(CSUMB), the 845 acre Marina Municipal Airport and as many as seven golf
courses, covering about a third of the 44 square file base.

About 18 percent of the land at Fort Ord has been developed. Another 14 percent
is slated to be developed in the next 60 years, according to the reuse plan.

About two-thirds of the base is to be preserved in its natural state by the U.S.
Bureau of Land Management (BLM), the State Department of Parks and Recreation,
the University of California Natural Reserve System, the county, and the city of
Marina.

The environmental impact report for the reuse plan fills one of the volumes, a
327 page document, filed in early June as FORA's proposed final plan.

The environmental analysis doesn't have many specifics because a special state
law allows that at Fort Ord. The reuse plan, which has taken six years and many
political battles to achieve, is seen as a master sketch, with details and
designs to be filled in as individual development projects emerge.

Fort Ord's Impact on the Local Economy

It is extremely difficult to accurately ascertain the full impact that Fort
Ord's closure has had on the local economy because California was suffering
through a recession during the early part of the 1990's when the base was
closing. The recession has made it difficult to isolate how much of the impact
the close of Fort Ord has had on the economy. What has been evident is that
there was a short-term glut of rentals on the Monterey Peninsula. Surrounding
communities, especially Marina, Seaside and Sand City suffered the greatest
negative impact as the closure process evolved. Conversely, the prestigious
residential areas such as Pebble Beach, Carmel and the more upscale areas of
Monterey were not impacted by the closure. Similarly, the City of Salinas'
housing market was not adversely affected to a significant degree.

In the Salinas Valley the base closure has had little to no significant impact.
Rather, population growth and new development in the area of Salinas continued
to be most effected by issues such as the shortage of water and salt-water
intrusion. In general, the Salinas Valley could be described as being somewhat
of an isolated market area. As such, a Salinas Valley location became more
desirable, as investor's uncertainty associated with Fort Ord's closure was
primarily directed at investment properties located on the Monterey Peninsula.

Overall, a somewhat stagnant to moderate housing market appears to be the
continued status for the general area over the short term, although there are
signs that economic conditions are improving. This is especially the case in
nearby Santa Clara County ("Silicon Valley") where the housing and rental
markets have exploded due to strong job growth. Little investment activity
and/or new construction is anticipated in the communities adjoining Fort Ord, at
least until the major issues surrounding the redevelopment/reuse of the base are
resolved. As discussed, there are several issues surrounding the base closure
and its reuse which need to be resolved before the


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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prevailing atmosphere of uncertainty blanketing the local real estate market is
cleared.

Business / Industry

Monterey County, with a full-time civilian work force of approximately
172,000-175,000 workers, has two major urban areas -Salinas and the Monterey
Peninsula. As shown on the following page, employment in Monterey County (not
including agriculture) is projected by the Employment Development Department
(EDD) to average 113,100 in 1996, which will be 2,400 jobs above the 1989 annual
average. At just +2.2 percent, this very small gain in jobs reflects EDD's
assessment of the impact of the Fort Ord closure.

Unemployment rates in Monterey County have been consistently higher than for
California as a whole. The seasonal nature of the county's economy accounts for
double-digit unemployment in the winter when agriculture, food processing, and
tourist-oriented industries are at a lull.

Agriculture

While the economy of Monterey County is diversified, agriculture is the county's
leading industry and the mainstay of the local economy. Agriculture provides
approximately 1/4 of the county's basic income. Almost 1/5 of California's
top-producing crop farms are located in Monterey County. With 86 farming
operations, the county ranks second in the state, behind Fresno County with 97
farming operations. A farming operation is defined as a farm producing a crop
with a value in excess of $4 million. The county ranks third in the state in
gross dollar agricultural production, making it one of the top ten producing
counties in the nation. Monterey County has a total of 976,000 acres used
exclusively for agriculture and another 343,680 are combined agricultural and
grazing land. The county's highly productive agricultural land is often referred
to as the "fog belt" agricultural area of California. The long growing season in
this area makes it possible to grow as many as three crops annually.

Nationwide, the county leads in the production of lettuce, broccoli, artichokes,
cauliflower, mushrooms, and strawberries. According to the county's agricultural
commissioner, strawberries were the third-ranked cash crop in 1994, behind
broccoli and head lettuce.

Despite the damage done by the 1995 historic floods, the crop value for Monterey
County agriculture surpassed the $2 billion mark, after creeping toward the
milestone for several years.

The 1995 crop value, $2.03 billion, market a 4.8 percent increase over 1994.
Among the top 12 crops, the order in terms of dollar value remained almost
identical to that of 1994.

Besides breaking local production records, Monterey County surpassed Kern County
in 1995 to become the third in the state in gross dollar value of agriculture.
It was surpassed by only Fresno and Tulare counties. By the same measure,
Monterey County also is the largest vegetable producing county in the United
States. The crop value for the state of California stands at $20 billion.


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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Heather Plaza Apartments, Salinas CA

Assuming water for irrigation remains sufficient, employment in agriculture is
projected to increase as growers expand production of vegetables and
labor-intensive strawberry and nursery crops. But because of foreign
competition, the rate of growth will be slower through 1996 than over the past
seven years. Foreign demand for the county's produce remains strong, however.
Additional market growth is also expected as the pre-cut salad mix processing
market is rapidly expanding.

Agriculture continues to be effected by water availability. Even with above
normal rainfall in 1993 and 1996, the effects of years of drought have brought
to focus the water issue. At this time, the issue of sufficient water supply and
overdrafting (saltwater intrusion) are being addressed through water
conservation and other management practices which have included moratoriums on
new development. Other issues facing the agriculture industry include nitrates
leaching into groundwater and soil compaction.

Tourism/Convention Industry

Following agriculture, the health of the county's business and industry is tied
to the tourism/convention industry. According to the California Office of
Tourism, an estimated 5 million visitors spent $1.2 billion in 1991 in traveling
to Monterey County. That total represented about 2 percent of statewide travel
spending that totaled $54.1 billion.

As shown in the following table, Monterey County ranked ninth among the state's
counties in total travel dollars spent in 1991.

TRAVEL IMPACTS BY COUNTY 
(Office of Tourism)

- --------------------------------------------------------------------------------
Travel Expenditures Payroll Employment Tax Receipts ($000)

 County             ($000)       ($000)      (Jobs)          Local & State
Los Angeles    $13,617,556   $3,316,360     154,734     $221,008       $391,987
San Francisco    5,777,445    1,524,457      63,236       99,816        133,011
Santa Clara      1,816,493      414,511      26,269       39,982         62,715
Alameda          1,502,588      353,077      19,663       25,024         46,024
San Mateo        1,496,321      363,301      18,626       26,209         41,447
Monterey         1,062,686      199,309      16,210       29,922         45,087
Sonoma             571,605      117,118       8,788        9,660         26,355
Santa Cruz         385,672       80,350       5,347        7,464         13,561
Napa               321,794       67,972       5,078        7,023         13,489
San Benito          49,459        8,713         724          591          2,327
- --------------------------------------------------------------------------------

The Association of Monterey Bay Area Governments (AMBAG) estimates that 15
percent of total employment in the county and about 45 percent of all services
and trade employment in the county are supported by tourism. The Monterey County
Hospitality Association estimates that


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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the industry is directly responsible for creating over 16,000 jobs locally with
a payroll of nearly $200 million. And including the estimated 10,000 indirect
jobs, the payroll increases to $322 million. By the Monterey County
Hospitality's estimates, the "trickle-down" effect of tourism puts the total
impact at $4 billion to $5 billion. Restaurants, hotels and inns, retail trade,
numerous publications, and a variety of other service-oriented businesses are
directly dependent on the tourist trade for their welfare.

Based on 1989 data, there was a total of 220 lodging facilities in Monterey
County consisting of 10,381 rooms. Because the majority of the tourism industry
is centered around the hotel and convention complexes, it has more of an impact
on the Monterey Peninsula area. The Monterey Peninsula area provides for a
plethora of recreational and cultural activities which in combination with the
natural scenic beauty create a tremendous attraction for tourism. The area has a
number of public beaches that cater to swimming and sunbathing as well as
surfing and scuba diving. In addition to the beaches, there is boating and
sailing as well as two yacht clubs servicing the Monterey Peninsula. The area
also boasts a number of parks and campgrounds, including the Los Padres National
Forest and State beaches and parks. Within these parks and reserves, there are
facilities for riding, hiking, hunting, and fishing. There is also the renown
Del Monte Forest area and its 17-Mile Drive; Cannery Row and Fisherman's Wharf;
as well as the Carmel-by-the-Sea and the ocean-front drives of the peninsula
communities.

The growth of the tourist industry is reflected in the continuous extension of
the visitor season. More and more small business meetings, conventions and
recreational events are now being held on a year-round basis. Although travelers
and visitors to the Monterey Peninsula area come from all over the world, the
primary points of origin are from within California, particularly within one
day's driving distance. Again, attractions such as the Monterey Bay Aquarium and
John Steinbeck's Cannery Row, as well as the Monterey Fisherman's Wharf,
continue to be prime sources of vacation and tourism attractions.

Paralleling the growth of the travel & lodging industry, was the development of
the Monterey Bay Aquarium. The aquarium was approved by the coastal commission
in 1978 and the 60,000 square foot facility was completed in 1985. The entire
cost of the $50 million aquarium was absorbed by the philanthropist/businessman
David Packard. The aquarium drew 2.227 million visitors in its first year and
has averaged approximately 1,730,000 annually through 1991 --making it the
single largest tourist attraction in the county. A substantial expansion to the
facility is now underway. Upon completion of the expansion, attendance is
expected to substantially increase.

Occupancy for hotels and motels often reach 100 percent during peak season on
the Monterey Peninsula. In fact, visitation patterns are being strongly affected
by the lack of available rooms. The major limiting factor to the growth of the
tourist industry in Monterey County in the future will be accommodations and
facilities. According to statistics provided by the Monterey Peninsula Chamber
of Commerce, the average occupancy rate has been approximately 65-75 percent,
although 1996 is turning out to exceed those numbers.

In an effort to further promote tourism, leaders in Monterey County's tourism
industry are beginning an ambitious campaign to market the area. The general
plan is to form an alliance


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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among merchants, city officials and representatives of major events such as the
Monterey Jazz Festival and Sports Car Racing Association of the Monterey County.

The strategy for expanding tourism in the county is to spread out the times when
visitors come to the county and to advertise the attractions of the region,
rather than just Monterey, Pebble Beach or Carmel. Traditionally, the tourist
season peaks from Memorial Day to Labor Day. Additionally, the alliance would
like to also extend the average stay from two to three days in the county. To
that effect, tourists would be encouraged to spend time touring the Big Sur
Coast, wineries of Salinas and Carmel Valley, John Steinbeck's Salinas, and even
the lesser-known missions of San Antonio and Soledad.

The concept of "ecotourism" is also being promoted as a means of courting more
visitors to the county. Monterey County, by virtue of its fragile ecosystem,
scenic natural beauty and 20 years of "no growth" planning policy appears
ideally suited to this new industry. Because the future of Monterey County may
very well depend on its natural environment, "ecotourism" represents a mutual
interest of both business and environmentalists. Thus the adverse impacts of
increased traffic, use of precious water and growth of facilities geared to
tourists are sure to be carefully weighed as community leaders look towards
expanding the tourism industry in order to offset losses from the closure of
Fort Ord.

Monterey County's tourist season has traditionally run from Memorial Day to
Labor Day, but recent patterns of hotel occupancy and retail sales show that the
season starts and ends later.

The summer 1995 aquarium attendance was up 10% over 1994. In June and July 1995,
attendance was up 7 percent and 7.6 percent, respectively, over the same months
of last year. August was expected to experience increases of up to 5 percent,
according to Mr. Jim Hekkers, vice president of external affairs at the Monterey
Bay Aquarium.

Commercial Market

The county's office market caters primarily to small local service business,
while most regional and national companies are located on the Garden Road/Ryan
Ranch/Highway 68 corridor, drawn by newer buildings, attractive rents, better
parking ratios, and large contiguous spaces.

The industrial market is "tight" in Monterey County. Vacancies are minimal and
have continued to decline. Contiguous blocks of available space over 15,000
square feet are non existent. Most knowledgeable real estate brokers expect
rents to increase slightly over the next year. New development should be limited
because of minimal available industrial-zoned land.

The local retail market may seem crowded with large shopping complexes on the
drawing boards in Salinas and Sand City, but marketing reports and consultants
say there's room for more.


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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Housing Market

Monterey County's real estate sales surged in April/May 1996 with total sales
coming in 67 percent higher than for the month last year. The increased activity
has promoted optimism about a recovering market. The median home price for the
county is approximately $300,000. This is up slightly over the past year.

Regional Description & Analysis --Conclusion

A survey of statistics on agriculture, home sales, retail sales and other
indicators shows that the Monterey County economy is proving wrong the dire
predictions made before Fort Ord closed down. For decades, farming and the
military were the area's two economic mainstays. Today agriculture remains
paramount, but other sectors are changing rapidly to fill the void created by
the base closure.

Jobs

While unemployment estimates remain seasonally high, county business have added
more than 6,000 new jobs in the past 12 months, mostly in agriculture and
service related fields, according to the State Employment Development
Department.

Construction

Although the county construction permits dropped by about 4 percent in 1995,
when compared to the year before, to about $3 19 million, single family dwelling
starts have bolstered this year's construction, which is about 20 percent ahead
of last year's rate. In addition, government projects are still underway,
including the $100 million Natividad Medical Center in Salinas. Completion is
expected in early 1997. Built around a courtyard, the new facility will offer
patients an array of outpatient services devoted to the needs of families, women
and children. Construction has started on the 680,000 square foot Westridge
Shopping Center in Salinas. It is expected that the Wall Mart Store will open in
February 1997.

Real Estate Sales

Although Monterey County is considered the second least affordable area in the
country, higher priced homes on the Peninsula are still attractive, particularly
to the people in the 45 to 54 age range.

Agriculture

Monterey's total crop ranks third in the state in total dollar value, behind
Fresno and Tulare counties. In terms of vegetable production,, the county is the
largest in dollar value in the country. The county's crops amounted to 10
percent of the statewide crop total of $20 billion in 1995.

Tourism

The area's coastline, golf courses and resorts attract visitors from throughout
the world. In 1995, attendance at the Monterey Bay Aquarium was 1.6 million and,
with the opening of the Outer Bay wing in March, attendance is expected to go as
high as 2.2 million this year, according to aquarium officials.


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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CITY OF SALINAS-COMMUNITY PROFILE

The City of Salinas, incorporated in 1874, is located eight miles inland from
the Monterey Bay, at the head of the Salinas Valley. The level fertile floor of
the valley tapers to a funnel just north of the City. The original King's
Highway, now called El Camino Real and/or Highway 101, traverses the approximate
center of the valley floor from the Prunedale area of rural north Monterey
County to King City to the south. Other cities located in the valley south of
Salinas includes Chular, Gonzales, Soledad, Greenfield, San Lucas, and San Ardo.
A map of the city appears in the Addenda.

Salinas has been recognized historically as the distribution center for
agricultural products from the Salinas Valley, one of the world's richest, most
fertile growing areas, with approximately 1,000 square miles of land. The
economic base of Salinas has always been agriculturally oriented; however,
during the past decade, rising property values have helped to make the city of
Salinas a bedroom community of the Monterey Peninsula.

Salinas has become the population growth center of the Monterey Bay region.
Recent projections show the city will continue to grow at an annual rate of 3
percent.

There are 100 manufacturing firms in Salinas. The leading group classes of
products are food, electronic components and electrical products. The largest
manufacturing firms in the community are: Simplot Corporation, 550 employees;
National Refractories, 419 employees; Integrated Device Technology, 360
employees; Radionics, 359 employees; and McCormick & Company, Inc. (Shilling),
350 employees.

The city has three distinct geographical business areas: South Salinas, East
Salinas, and North Salinas (where the Heather Plaza Apartments are located).

South Salinas

"Old Town" is located south of West Market Street, along Main Street in south
Salinas. This area has many specialty retail stores, financial institutions and
restaurants. The City is actively pursuing the redevelopment of "Old Town."
Since 1974, $15 million in private investments, matched by $34 million in
publicly financed improvements, have been committed to this project. This
redevelopment has revitalized the area and has attracted many new commercial
tenants to this part of the city. This redevelopment is to include the Steinbeck
Plaza, which is anticipated to be a much-heralded showpiece of the city's
downtown district. It will consist of a mixed land-use project for the blighted
100 block of South Main Street and will include a five-story, 94 room hotel with
rooftop restaurant; a five story, 110,000 square foot office building with
conference rooms and retail shops; a four level parking garage; restaurants with
a total seating of 400; and a 33,000 square foot public plaza that will include
an amphitheater.

County and city government offices are located in the south Salinas area. This
part of the city is generally known as the financial center. It has the highest
concentration of larger office buildings. One of the largest tenants in south
Salinas is the County of Monterey and its support service agencies. Salinas is
the county seat of Monterey County. As the county seat, Salinas serves as the
area's center for finance and agribusiness. It has captured nearly 40 percent of
the county's office development.


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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Heather Plaza Apartments, Salinas CA

North Salinas

The north Salinas business district of the city is located along North Main
Street, south of Boronda Road and north of East Laurel Drive. The Northridge
Regional Shopping Center, with over 120 specialty shops, three savings and
loans, a bank, theater complex, and four major department stores, is located in
this area of the city. In 1985, Northridge concluded a four year expansion,
representing an investment of over $55 million. Convenience stores, financial
institutions and other neighborhood stores are also located along North Main
Street, which connects the north and south Salinas areas. Over the past five
years, with the development of Northridge Shopping Center, north Salinas has
become the retail center of the city. Office development in this part of the
city has generally been directed toward smaller buildings.

East Salinas

The East/Alisal area of Salinas is generally described as that part of the city
that is located east of Highway 101 and Natividad Road. The central commercial
district is located along East Alisal. Portales de Alisal, a three level mix of
retail shops and day care center, as well as medical and other professional
offices, are planned on approximately eight acres located in the 500 block of
East Alisal Street, in the Hebbron Heights neighborhood of the Alisal District.
Neighborhood retail shops, small professional office users and trades people
comprise the typical tenant profile in the east Salinas area.

Vacancy in this area is low. Very few spaces are for lease. New retail space has
leased very well as evidenced by the strong activity of a 19,600 square foot
retail/shopping center located at 45 Sanborn Road.

Population & Growth Percentage-City of Salinas vs. Monterey County

- --------------------------------------------------------------------------------
Year               Monterey County               City of Salinas
- --------------------------------------------------------------------------------
2000                  422,710                          144,500
- --------------------------------------------------------------------------------
1995                  370,996                          122,390
- --------------------------------------------------------------------------------
1990                  355,657                          108,777
- --------------------------------------------------------------------------------
1980                  289,861                           80,479
- --------------------------------------------------------------------------------
1970                  247,450                           58,896
- --------------------------------------------------------------------------------

Monterey County-Employment by Industry

                           1992            1998 (projected)     Percent Change
Agriculture               30,600                32,900                8%
Services                  28,300                32,000               13%
Retail Trade              23,700                25,700                8%
Government                27,900                26,300               -6%
Manufacturing              8,900                 9,800               10%
Finance, Insurance,        6,300                 7,000               11%
Real Estate
Transportation &           5,100                 4,900                4%


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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Heather Plaza Apartments, Salinas CA

Public Utilities
Wholesale Trade                5,000            5,100              2%
Construction                   3,900            4,200              8%
Mining                           300              200            -33%

Local Economic Developments-City of Salinas

Early in 1996 the Salinas Valley Maximum Security Prison opened its new
operation with its expanded correctional facilities. The new facility added
nearly 700 new employees; an additional 800 new employees (the highest
percentage are correctional officers) have recently been added, and by the
beginning of 1997 an additional 450 new employees may be added. The recent
hirings have already impacted the local apartment housing market throughout
Salinas; interviews with numerous apartment managers have indicated that large
numbers of newly-leased units are to correctional officers working at the
Soledad State Correctional Facility; extremely limited housing within the city
of Soledad have heavily impacted the demand for rental units in Salinas,
considered only an approximate twenty (20) mile northerly commute from the
prison. Increases in the city's services, retail trades, manufacturing,
construction, and finance sector have resulted in a stronger demand for
affordable multi-family housing units. The current shortage of rental units has
been primarily the result of local economic activity. The expansion of the
Westridge Shopping Center, a 650,000 square foot retail center, is within
one-half mile of the subject property and includes a Wall Mart Store opening in
February, 1997; this will also increase housing demand in the North Salinas
area. Household Credit Corporation recently hired 200 new employees in 1996.

Residential Growth-City of Salinas

The Salinas Valley has long been an attractive area for homebuyers, especially
first-time buyers who are looking for an affordable home in Monterey County. The
average annual growth rate over the past 10 years was nearly 2 percent, and, as
a result of continuing developments throughout both Monterey County and Salinas
itself the rate should approximate 3 percent for the remaining few years to
2000.

Salinas has been moving forward with several new developments that will add
thousands of new people to the city by the time the next U.S. Census is taken in
the year 2000.

The Harden Ranch subdivision in North Salinas, for example, includes 1,683
single family homes, 719 multifamily units and an area for churches, schools and
a park. Creekbridge subdivision is a mix of new homes, including 1,000 single
family homes and 1,030 multifamily units. The Williams Ranch subdivision in East
Salinas was planned for 1,551 homes and 519 condominiums or apartment units.

If there are any restrictions to growth in Salinas it's the agricultural land
that surrounds the city. The city's master plan for growth forbids city
officials from considering new building projects to the south and west of the
city limits because that land is some of the richest, most productive farmland
in California. "Slow" of "No-Growth" policies will limit Salinas' development in
the south and west portions of the city; therefore, future developments will
concentrate more heavily in North Salinas, in the general vicinity of the
Heather Plaza Apartments


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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Heather Plaza Apartments, Salinas CA

City of Salinas-Apartment Market Analysis

Below is a simple chart illustrating the structural and vacancy characteristics
estimated for the City of Salinas, as of September 28, 1996, the effective date
of this appraisal. From a total of 35,902 housing units within the city, 13,247
units are considered multi-family (2 or more units in a structure). This equates
to 36.9 percent. This estimate includes apartment units in plan check or
currently under construction.

                                All Housing Units

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
Total    1 unit-detached  1 unit-attached  2-4 units  5-9 units  10+ units  Mobile homes
- ----------------------------------------------------------------------------------------
<S>          <C>               <C>           <C>        <C>        <C>          <C>  
35,902*      18,077            2,942         3,239      3,236      6,772        1,636
- ----------------------------------------------------------------------------------------
</TABLE>

*     Information provided by the Monterey County Association of Realtors and
      Association of Monterey Bay Area Governments.

Utilizing the number of apartment units indicated above there currently exists
13,247 apartment units. Since the end of 1992, no apartment units have been
built until 1996; the overall number has remained relatively constant for a
number of years. Based on the current estimated population of Salinas of 122,390
and applying a 35% multifamily ratio provides for a total renter population of
approximately 42,837. Dividing the renter population by the average 3.21
household size (estimated by the Association of Monterey Bay Area Governments)
suggests that the City of Salinas would need 13,345 apartment units to
accommodate this demand. Comparing this to the current apartment inventory of
13,247, a deficiency of 98 units exists. If this analysis is accurate, then this
explains why the market as a whole is experiencing a very low to no vacancy rate
at this time as reported by various apartment building managers throughout North
Salinas, South Salinas, and East Salinas. Again, this is very consistent with my
findings based on interviews with on-site managers, property managers, brokers
and other appraisers.

The Salinas apartment market is very tight with many of the larger
professionally managed complexes reporting 98%-100% occupancy with a waiting
list. The market has tightened up because of several factors including the
recent expansion of the Soledad prison facility wherein they recently hired
approximately 1,200 employees. As previously indicated, Household Credit
Corporation recently hired 400 new employees and a host of other ancillary
businesses have been hiring in and around Salinas. Additionally, the population
has been growing at approximately 3,500 new residents per year. Much of this
growth is due to the migration from Santa Cruz, Los Angeles, and San Jose. Many
of these people are purchasing homes in the newly-developed master plan
communities and many are renting. According to many of the on-site property
managers renters are coming from as far as San Jose which is approximately 3/4
of an hour drive north. Rents are significantly higher in San Jose. Rents in
Salinas are estimated at between $250 and $500 below San Jose rents and
therefore is attracting tenants who view making the commute an attractive
alternative to paying higher rents.

Below are the results of a survey performed by this appraiser of ten (10)
apartment complexes within the City of Salinas as of the date of this appraisal.
The average apartment building size was 146 units. The survey indicates the name
of the complex, total number of units, total number of vacant units, and total
number of units "on notice".


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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                        Apartment Survey-City of Salinas
                               September 28, 1996

- --------------------------------------------------------------------------------
Name                        Total No. Units   No. Vacant Units   Units On Notice
- --------------------------------------------------------------------------------
Cypress Creek Apartments          288                 0                12
- --------------------------------------------------------------------------------
Cypress Landing Apartments        112                 0                 0
- --------------------------------------------------------------------------------
Los Padres Apartments             220                 4                 2
- --------------------------------------------------------------------------------
Mariner Village Apartments        176                 1                 3
- --------------------------------------------------------------------------------
Northridge Park Apartments        232                 3                 3
- --------------------------------------------------------------------------------
Kipling Manor Apartments           92                 0                 0
- --------------------------------------------------------------------------------
Olive Tree Apartments              34                 1                 0
- --------------------------------------------------------------------------------
Shadowbrook Apartments             88                 3                 0
- --------------------------------------------------------------------------------
Sheridan Park Apartments          116                 0                10
- --------------------------------------------------------------------------------
Village Green Apartments          104                 0                 4
- --------------------------------------------------------------------------------
TOTALS                          1,462                12                34
- --------------------------------------------------------------------------------

This particular sample surveyed represents only 11.04 percent of the total
number of apartment rentals in the city of Salinas. Based on information from
the above respondents a vacancy rate of .8 percent was indicated. If one
includes the number of "units on notice" (tenants who plan to vacate within 30
days), the vacancy rate becomes 3.15 percent. Most of the tenants who have given
notices to vacate are considered "seasonal workers" engaged primarily in the
agricultural trades, according to property managers surveyed.

NEIGHBORHOOD DESCRIPTION AND ANALYSIS

The subject property is located in a north central section of the North Salinas
area of the city bounded by Iris Drive north, Tyler Street to the west, U.S. 101
Freeway south and by N. Main Street to the east. The area as defined is nearly
triangular in shape and contains a total of less than .25 square miles.

Immediate Neighborhood Environs

The subject property occupies the southwestern portion of the "neighborhood" as
defined above. In the area immediately west of Heather Plaza is an average
quality tract of detached single family homes built circa 1960. Located to the
immediate south of the 218 unit development is the U.S. 101 Freeway. Tyler
Street is considered the westerly boundary line and is also improved with single
family uses. Directly across Iris Drive at Heather Drive to the immediate north
of the subject property are the Crestwood and Skyline Convalescent Hospitals
(residential care facilities). The Petra Bible Church occupies the southwest
corner of Lupin Drive and Iris Drive. Located along N. Main Street in sections
north and south of the Iris Drive intersection is the Sherwood Gardens Shopping
Center. In the southern portion of the neighborhood commercial center are
tenants that include Buon Appetito Cafe & Deli, Salinas Western Store, Boots &
Western Wear, The Krate Records & Tapes, Evelyn's Unique European Boutique,
Arby's Fast

Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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Heather Plaza Apartments, Salinas CA

Food Restaurant, DKA Computers, Andrus Jewelers, Your Community Blood Center,
Thee Salon, Magana's Meat Market, Jenny Craig's Weight Loss Clinic, Avco
Financial Services, House of Fabrics, United Travel, Mandarin Garden Chinese
Restaurant, Quito's Mexican Restaurant, South Valley Bikes, Shadow Walkers Cards
& Comics, 3-Day Blinds, Salinas Radio & Stereo and Golden West Restaurant.
Located at Bemal Drive and N. Main Street are Standard Stationers and the Rodeo
Inn (motel).

Located in the northern portion of the Sherwood Gardens Neighborhood Shopping
Center are the Sherwood Care Pharmacy and Laundry Care; large users of space
also include anchor tenants such as Canned Foods & Grocery Outlets, Grand Auto
Supply & Tires and 24 Hour Nautilus Fitness Center. The Casa Linda Motel is
"outside" the shopping center located north along N. Main Street's west side of
the street. It should be pointed out that just east of the neighborhood as
defined along N. Main Street are the California Rodeo Grounds and Salinas
Community Center & Swimming Pool.

The subject property, Heather Plaza Apartments, has relatively good freeway
access to U.S. 101 within one-half mile northwest at West Laurel Drive or within
one-half mile south at N. Main Street.

SITE ANALYSIS
================================================================================

General: Heather Plaza Apartments

Based on a plat map furnished by our client (a copy is included in the Addenda),
the site for the Heather Plaza Apartments contains a total of 12.6 acres
comprised of four (4) parcels. This does not include the private street formerly
deeded by the city of Salinas for exclusive use of Heather Plaza residents (a
separate parcel). The street is considered a common area and is not assessed by
Monterey County. A survey of the site has not been made, and it is assumed that
the Plat Map is correct. The individual parcels that make up the subject site
are irregularly configured..

Topography and Drainage:

The topography of both of the sites is predominantly level to slightly rolling.
Drainage is believed to be adequate.

Access:

The Heather Plaza Apartments has one main access driveway with a security gate
fronting to Iris Drive only.

Utilities: All major utility services are available and connected to the
property. These utilities include sewer, water, electricity, cable television,
and telephone services. Sewer service is provided by the Monterey Regional Water
Pollution Agency. The capacity of the sewer plant is 30 million gallons per day.
Water is provided by the Alco Water Service and California Water Service
Company. For both water companies combined, the maximum daily pumping capacity
is 45,383,680 gallons per day. Quantity rates are $.7091 per 100 cubic feet.
Natural gas and electric power are provided by Pacific


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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Heather Plaza Apartments, Salinas CA

Gas & Electric (PG&E). Local telephone service is provided by Pacific Bell. The
City of Salinas Department of Public Works has adopted a master plan of storm
drains. Charges are assessed on all on-site costs, plus off-site fees.

Site Hazards:

The subject property is located in a designated FEMA Zone "B", according to
Community Panel Map Number #060202-0002 D, dated November 4, 1981. The "B"
designation does not require flood insurance.

Earthquake Fault Zone

The property is not located in any known earthquake fault zones. However, the
region is subject to periodic earthquake tremors. We know of no particular
reason why the site would be at a greater risk than other area properties.

Rent Control:

Monterey County does not have rent control. The county does have an
"inclusionary housing" program that provides for affordable "low-income"
housing. Low and moderate housing assistance is available through a variety of
programs offered by the Housing Authority of Monterey County, the City of
Salinas and CHISPA, a nonprofit housing developer. Apartment complexes for
low-income families, the elderly, handicapped and farm-labor families are
located throughout Salinas. The city has established a Housing Trust Fund to
help increase the supply of affordable rental units as well as opportunities for
home ownership.

Contamination/Toxins:

We have inspected the property with the due diligence expected of a professional
real estate appraiser. It is important to note, however, that the appraiser(s)
are not qualified to detect hazardous waste and/or toxic materials. Such a
determination would require investigation by a qualified expert in the field of
environmental assessment. To our knowledge, there are no potentially hazardous
materials that would affect the valuation and/or marketability of the property
as of the date of valuation.

The appraised value of the Heather Plaza Apartments is specifically predicated
on the assumption that there are no hazardous materials on or in the property
that would cause a loss in value.

Easements and Restrictions:

Normal public utility easements are assumed that are not considered to adversely
affect marketability.

Site Analysis Conclusion

In summary, the Heather Plaza Apartments complex has a site consisting of 12.6
acres on one parcel improved with 218 rentable units. All utilities are
available, including sewer service, electricity, gas, telephone and cable
television. The site lies in Flood Zone "B" (no flood insurance required). Zone
"B" is typical of the neighborhood.


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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Heather Plaza Apartments, Salinas CA

TAXES AND ASSESSMENT ANALYSIS

In the State of California, property is enrolled at 100% percent of market
value, as determined by the Assessor upon transfer of ownership or significant
new construction. The maximum tax rate cannot exceed one percent of the enrolled
value, plus general and/or special assessment bonds and fees approved by the
voters.

The Monterey County Assessor Parcel Numbers for the Heather Plaza Apartments are
003-801-003 through 006, and 003-801-009 (this parcel refers to the common
area-street and is not assessed by Monterey County). The assessed values
allocated between land and improvements, for the tax year 1996-97, are as
follows:

- --------------------------------------------------------------------------------
APN              003-801-003    003-801-004      003-801-005      003-801-006
- --------------------------------------------------------------------------------
LAND              $  186,067     $  225,568       $171,782        $256,704
- --------------------------------------------------------------------------------
IMPROVEMENTS      $  836,995     $1,010,617       $766,197        $1,192,573
- --------------------------------------------------------------------------------
PERS.PROPERTY     $   19,800     $   24,000       $ 18,000        $ 26,200
- --------------------------------------------------------------------------------
TOTAL             $1,042,862     $1,260,185       $955,979        $1,475,477
- --------------------------------------------------------------------------------

For the Heather Plaza Apartments, real estate taxes for the 1996-97 tax year are
$50,718.72. Direct assessments of $3,156.96 are included. The tax rate for
Heather Plaza is 1.004660 percent per $100 of full cash value. A direct
assessment, considered typical of North Salinas, is imposed by the North County
Water Regional Agency (.004660) and added to the one (1) percent base tax rate
as specified by Proposition 13 for California. There are no special assessment
bonds, according to the Monterey County Tax Collector Department. Both
installments have not been paid for 1996-97. The reader should refer to the
preliminary title insurance report for specific amounts of any unpaid previous
tax installments. The first installment for 1996-97 is due November 10, 1996.
The tax rate area for Heather Plaza Apartments is 005-015.

Re-assessment of Heather Plaza Apartments: Proposition 13

The current tax amounts for the 1996-97 tax year will not remain the same
beginning on July 1, 1197. According to Proposition 13 for California, the
subject property will be re-assessed, most likely based on the new sale price or
market value at time of sale. The assessments will be based on full cash value
using a tax rate per $100 of full cash value. The passage of Proposition 13
establishes a maximum property tax of one percent of full cash value. The
mandated one percent (1%) property tax level converts to a $1.00 base tax rate.
The additional rate imposed by the Water Regional Agency will be added to the
$1.00 base rate.


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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Heather Plaza Apartments, Salinas CA

ZONING DESCRIPTION AND ANALYSIS

The Heather Plaza Apartments is currently under the zoning designation of
R-H-2.3 by the City of Salinas. This zoning designation specifically refers to a
high density residential district. Section 37-44 addresses specific purposes of
the particular district's regulations. They are as follows:

(1) To provide appropriately located areas for high density multiple family
dwelling units consistent with the General Plan and with standards of public
health and safety established by the Salinas Municipal Code.

(2) To provide adequate light, air, privacy, and open space for each dwelling
unit and protect residents from the harmful effects of excessive noise,
population, density, traffic congestion and other adverse environmental impacts.

(3) To promote development of affordable housing by providing a density bonus
for projects in which a portion of the dwellings are affordable to qualifying
households.

(4) To achieve design compatibility through the use of site development
standards.

(5) To protect adjoining low density residential districts from excessive noise
or loss of sun, light, quiet, and privacy resulting from proximity to
multifamily dwellings.

(6) To provide sites for public and semipublic land uses needed to complement
residential development or requiring a residential environment.

(7) To ensure the provision of public services and facilities needed to
accommodate planned population densities.

For a comprehensive list of all property development regulations under the
R-H-2.3 Zoning District the reader may refer to the Addenda of this report.

Parking Requirements-On-site

Division 18-Off-Street Parking and Loading Regulations of the City of Salinas
Municipal Code lists all use classifications. For multifamily residential
complexes containing over ten (10) units, the off-street parking and loading
requirement is 1.6 spaces per unit.

The Heather Plaza Apartments has 215 carport spaces and 124 open spaces for a
combined


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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total of 339 spaces. This equates to a 1.555 (rounded to 1.6) parking ratio,
considered to meet code requirements.

Conclusion

It appears that the subject property meets all applicable city zoning, building
and parking requirements.

IMPROVEMENT DESCRIPTION AND ANALYSIS

The Heather Plaza Apartments were constructed in 1974 and contain a total of
thirty-three (33) two-story buildings configured on a 12.6 acre site. There are
a total of 218 rentable units in three (3) distinct floorplans. The net rentable
building area is 147,384 square feet. There are also seven (7) laundry rooms and
one (1) children's playground. The Heather Plaza Apartments are considered Class
D Building(s) Construction Type V (wood frame) of the Uniform Building Code.
Class D buildings are characterized by combustible construction. The exterior
walls are made up of closely spaced wood studs with an exterior wood siding. The
roof, of asphalt shingle composition, is supported by a wood truss system with a
concrete slab floor on 1st floor area. The upper floor (2nd story) consists of
plywood sheets. Also, the subject is in a class of construction referred to as
protected one-hour construction.

Unit Mix-Heather Plaza Apartments

- --------------------------------------------------------------------------------
            TYPE                UNITS                  AREA (sf)
- --------------------------------------------------------------------------------
           1BR/1BA              162                      616
- --------------------------------------------------------------------------------
           2BR/1BA               52                      846
- --------------------------------------------------------------------------------
           3BR-1BA                4                      900
- --------------------------------------------------------------------------------
           TOTAL                218                    147,384
- --------------------------------------------------------------------------------

Note: information regarding the individual unit sizes was provided by the
Lincoln Residential Services Management Company. The appraiser was provided
interior access to both one and two bedroom floorplans purported to be
representative units. Gross living area estimates for these units are based on
exterior wall measurement taken by the appraiser. It is assumed that the
interior conditions of the units are similar to those inspected. Access to one
of the 3BR/1BA units was not provided, however; the typical 3BR/1BA unit (only 4
in the complex) is assumed to contain 900 square feet of living area, according
to information provided by on-site management.

Interior Improvements: Heather Plaza Apartments

Floor coverings consist of wall to wall carpeting over concrete slab in lower
levels and over plywood subfloor in upper levels. Vinyl flooring is in kitchens
and bathrooms. Electric wall heating is included in all units. The kitchens have
Formica countertops, free-standing electric range and ovens, garbage disposals,
stainless steel sinks and dishwashers. There are no dishwashers included in the
one bedroom units, however. Each of the units are served with individual hot
water heaters. Bathrooms are improved with Fiberglas tub and shower enclosures


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and cultured marble vanities. Overall condition is considered good. Many of the
units have recently been upgraded with new carpeting and interior painting.

Effective Age: Heather Plaza Apartments

The actual age of the Heather Plaza Apartments complex is 22 years. An average
quality Class D apartment project is estimated to have a total economic life of
fifty (50) years. This is based primarily on the performance of many comparable
properties built in the 1940's and 1950's still in existence in Monterey County
and capable of attracting tenants due to upgrading and above-average
maintenance. In addition, the Marshall and Swift Cost Valuation Service provides
reasonable support for an estimated total economic life expectancy of fifty (50)
years. Because the Heather Plaza Apartments has undergone substantial recent
upgrading under the current management to date it is the appraiser's opinion
that an estimated overall effective age of twelve (15) years is considered
reasonable and supportable.

Remaining Economic Life: The remaining economic life of the Heather Plaza
Apartments is estimated at 35 years, although it certainly could be longer or
even shorter. This estimate is made by deducting the effective age of 15 years
from total economic life of 50 years.

External Obsolescence

Because some of the apartment units located in the Heather Plaza Apartments are
in relative close proximity to U.S. 101 Freeway, Lincoln Residential Services
was consulted as to any adverse effects any of the rental units may have
experienced in attracting and maintaining tenants over a reasonable period of
time. No significant problems have occurred in renting any of the few units that
are located close to the freeway, which is separated by a 12' noise abatement
wall and adequate distance setbacks. There is no difference in rental rates
(i.e. rent loss) between apartment units located in close proximity to the
freeway and from interior sections of the developments.

HIGHEST AND BEST USE ANALYSIS

Definition

Highest and best use, as used in this appraisal, is defined as that reasonable
and probable use that will support the highest present value, as defined, as of
the effective date of the appraisal, September 28, 1996. Alternatively, that
use, from among reasonably probable and legal alternative uses, found to be
physically possible, appropriately supported, financially feasible, which
results in highest land value.

The above definition of the "Highest and Best Use" is in reference to land that
is unimproved. In cases of improved land, a determination of the contributory
value of the improvements to the land must be made. The improvements found on a
site may be of inappropriate use, but will continue until the land value exceeds
the total value of the property in its existing use.

Discussion

Our opinion of the highest and best use of the subject land parcel will be
supported based upon our analysis of the four tests outlined below:


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      1.    Legally Permissible Use. This type of use is legal and conforms to
            the zoning assigned to property, as well as to the City's planning
            goals.

      2.    Physically Possible Use. The shape, size, and available utilities
            are adequate to serve this use.

      3.    Financially Feasible Use. Population and immediate income statistics
            support the feasibility of the highest and best use based upon the
            quantity, quality, and distribution of the income and its
            prospective users.

      4.    Maximally Possible Use. An analysis of which possible legal uses
            will produce a net return and/or create value to the site.

All three standard appraisal approaches to value are affected by the highest and
best use. Therefore, valuation is highly dependent upon the conclusions set
forth by this analysis.

Physically Possible

Section 37-46 of the City of Salinas Municipal Code specifies a minimum lot size
of 7,200 square feet in a R-H-2.3 high density residential district. The Heather
Plaza Apartments has a site size of 548,856 square feet. A minimum of 1,800
square feet is required for each unit, according to Section 37-46 of the
Regulations. Based on this requirement, therefore, the site is physically
capable of being developed with the current apartment improvements.

Legally Permissible

The subject is zoned and general plan designated to allow high density
residential uses. As existing, the subject is a legal and conforming use. The
Heather Plaza Apartments complex is legally permissible under the current zoning
regulations.

Financially Feasible In evaluating the most reasonable and probable use of the
vacant site, we considered the demographics of the surrounding area, land use
patterns, local market supply and demand, general market conditions, and the
physical characteristics of the property itself. The most feasible and
marketable use for the subject site appears to be for apartment use, given the
present shortage of rental housing in Salinas, which is a result of the local
economy and current growth of Salinas. Rapid changes in market conditions which
were previously discussed in the Neighborhood and City Sections indicate
apartment and multi-family housing as the most reasonably probable use of the
subject property.

Maximally Possible Use

The final of the four tests in the highest and best use analysis is the use that
maxitnizes the land value by


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providing the highest return. This test must be considered sequentially with the
prior three tests; it makes no difference that the most probable highest value
is a apartment complex, for example, if the zoning does not permit this use. The
most profitable use is a multi-family or apartment use. This is largely based on
the fact that the current improvements are apartments and are configured on the
sites as such. At the present time, the City of Salinas Planning Department
recognizes through its general plan the R-H-2.3 high density residential
district of the subject's neighborhood in North Salinas and is aware of the
changing market conditions and rental shortage that exists in the City of
Salinas. There is virtually no availability of vacant land in South Salinas for
apartment use, for example, since that area is primarily designated as
agricultural land. The City is encouraging the future development of high
density residential land in the North Salinas section of the city.

Highest and Best Use Conclusion - As Improved

In conclusion, the highest and best use of the Heather Plaza Apartments, as
improved, is apartment use.

Highest and Best Use Conclusion - As Vacant

In conclusion, the highest and best use as vacant is a multi-family or
apartment-type use.


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
                                                                              30
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Heather Plaza Apartments, Salinas CA

THE APPRAISAL PROCESS
================================================================================

The estimation of a real property's market value involves a systematic process
in which the appraisal problem is defined and the data required is gathered,
analyzed and interpreted into an estimate of value. Traditionally, three methods
of valuation have been used in appraising: the Cost, Sales or Market Comparison
and Income Approaches.

In the Cost Approach, the value of the site is first estimated by comparing it
to similar sites that have recently sold or are currently offered for sale.
Replacement cost new of the improvements is determined by reference to actual
costs of similarly constructed properties. Depreciation from all sources is then
deducted from the replacement cost new of the improvements to arrive at the
present value. The depreciated value of the improvements is added to the
estimated land value to arrive at the total value by the cost approach. In this
appraisal, however, NationsBank has requested that the cost approach be omitted
from this appraisal assignment. The cost approach has been determined to have
little to no significant applicability in the valuation of 10 to 30 year-old
multi-family properties due largely to the subjectivity involved with estimating
depreciation in older properties. Moreover, cost and value are oftentimes not
the same.

The Sales Comparison Approach involves comparison of the subject to similar
properties that have recently sold or that are offered for sale. These sales are
reviewed for differences from the subject in the date of sale, location of the
site, physical characteristics and other factors. The comparable properties are
then adjusted to formulate a value range for the property being appraised.

The third of the three valuation techniques is the Income Capitalization
Approach. This approach involves estimating net operating income, and
discounting this income to a present worth through the capitalization process.
For most income-producing properties, including apartments and multi-family
properties, this is the better valuation technique.


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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Heather Plaza Apartments, Salinas CA

INCOME CAPITALIZATION APPROACH

The first and primary approach applied to the valuation of the subject is the
income capitalization method. This technique involves conversion of future
anticipated income into an estimate of present value by the capitalization
process. This procedure involves three steps as indicated below:

      1.    Estimate gross income from available rental information and the
            subject's operating history;

      2.    Estimate and deduct vacancy and collection loss allowance and
            operating expenses to derive net operating income; and,

      3.    Select an applicable capitalization method or methods, develop the
            appropriate capitalization rate, and complete the necessary
            computations to derive an economic value indicated by the income
            capitalization approach.

Required Information

Documents that are helpful to better estimate value under the Income Approach
include the following:

            o     Income/Expense statements
            o     Personal Financial Statements of Owner (if applicable)
            o     Rent Roll
            o     Lease Agreements
            o     Other (service agreements)

Income and expense Statements. Operating statements provided by management over
the past year and seven months are included in the Addenda.

Personal Financial Statements. The owner's personal financial statements are not
required to appraise the property, but can be helpful under certain
circumstances. While market value intrinsically assumes transfer to a willing
and knowledgeable buyer at market price, financial statements of the owner often
provides insight into the current management quality and style of the property.
An undercapitalized owner, for example, may not be able to institute correction
of deferred maintenance that will enhance livability. As such, occupancy and
rates may suffer from inadequate level of maintenance, which results in loss of
reputation. Financial statements of the subject ownership have not been
reviewed. However, based on conversations with management and the overall good
maintenance level and high occupancy of the property, it can logically be
assumed that ownership is capable of operating the property in a strong
professional manner. Based on conversations with management, and inspections of
other properties owned by Thysen and managed by Lincoln Residential Services,
the subject has been operated in a professional manner and there appears to be
no operational problems.


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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Heather Plaza Apartments, Salinas CA

Rent Roll: A roll of the current tenants has been provided by management as of
September 28, 1996. As of this date, 5 units were vacant. Of the vacant units,
one has been preleased. Thus, there are four units (1.8%) that are available for
rent at this time.

Lease Agreements: A copy of the standard 2-page residential rental agreements
has been reviewed, and has been included in the Addenda. Units are on either 7,
8, 9 and 10 month short-term leases. The rental agreements are typical of others
used in the marketplace. Utilities, except for water, trash and basic cable are
paid for the tenant. There is a late charge of $30 if management elects to
accept rent after the third of the month, and a $20 returned check fee. No pets
are allowed without written consent. Use of the premises shall be for a private
residence only. No more than three persons shall occupy a one bedroom unit; no
more than 5 are allowed in a two bedroom; and, no more than 7 in a three bedroom
unit. Occupancy limits are strongly enforced. First month and security deposits
are collected prior to the tenant moving in.

Capital Improvements: Capital expenditures over the past two years have also
been reviewed and/or discussed with the property manager. Improvements to the
property over the past year and half include the following:

o     New roofs and balconies
o     Exterior paint (entire complex)
o     New appliances and carpets in most units

Occupancy trends: In addition to the above, occupancy trends of the complex
have been reviewed. Since Lincoln Property took over as managers approximately
1.5 years ago, occupancy has been increasing. This is due mainly to correction
of deferred maintenance items and an improving rental market. The new management
has also qualified tenants better which have resulted in less turnover and less
evictions. Moreover, seasonal tenancy has been reduced to virtually nothing by
the implementation of leases.

Other: According to management, laundry equipment is owned by the service
company.

Subject Asking Rents

As of September 28, 1996, the following monthly rents (all unfurnished) were
being charged at the subject complex:

162      1BR/1BA      616 sf      $550           $0.89/sf       $89,100
 52      2BR/1BA      846 sf      $725           $0.86/sf       $37,700
  4      3 BR/1BA     900 sf      $775           $0.86/sf       $ 3,100
- ---                   ------      ----           -----          -------
218                   676 avg.    $595/avg.      $0.88/sf avg.  $129,900

All rents include water, trash removal and basic cable. Tenants pay their own
gas and electric (Pacific


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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Heather Plaza Apartments, Salinas CA

Gas & Electric Company), telephone, and premium cable channels. To qualify,
prospective tenants must have three times the monthly rental rate and a positive
credit report and previous rental history. There is a $25 application fee
(includes credit report) and a $35 fee for the security gate card. The
application fee is non-reimbursable. The deposit is $375.

The above price list was set in September 1996. Management periodically surveys
other complexes in the area in order to maintain market rental levels. At this
time, there are no rental specials or concessions. In the past, management has
offered 1/2 to one month "move-in" rent or $100 off first month's rent. As
explained earlier, market conditions have been improving gradually over the past
year, and most apartment complexes in Salinas are not offering any rental
concessions at this time.

As can be noted on the rent roll in the Addenda, a number of subject apartment
units are at the above quoted rates. Those units with leases expiring will be
moved to the new rates. At this time, there is a difference of approximately 5
percent between the market and actual rents (i.e., actual rents lag about 5
percent below market when factoring-in vacant/preleased units at market rates).

Rent Survey and Analysis

In order to determine whether the subject rentals are at or within a market
rental range, a survey of competing complexes was made. This analysis involved a
comparison of amenities and facilities offered by competitive projects with
those offered by the subject.

The competing complexes considered most helpful in estimating the subject
economic or market rental level are summarized on the following pages.

All rental rates quoted in the survey are month-to-month or short-term leases.
None of the complexes surveyed in this report had long-term leases. All
complexes are garden style two and/or three-stories of similar vintage and
design as the subject. All are located in the general subject neighborhood.
Typically, rents include water and trash removal (and sometimes basic cable
service). None of the complexes were offering any specials.


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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Heather Plaza Apartments, Salinas CA

                            RENT COMPARABLE NUMBER 1

Name:                         CYPRESS CREEK

Location:                     162 Casentini Street, Salinas

Age/Type:                     9 years old/ two-story garden design -288 units

- --------------------------------------------------------------------------------
                              Type       Rent        SF        Rent/SF    
                              ----       ----        --        -------    
Monthly Rent:                 1BR/1BA =  $725-750    750       $0.97-1.00 
                              2BR/2BA =  $925-950    1,000     $0.925-0.95
- --------------------------------------------------------------------------------

Utilities included in Rent:   water and trash

Recreational Amenities:       Tennis, heated pool, sauna, racquetball, spa,
                              w/d hookups, laundry rooms

Vacancy:                      0% (some units will become available in next
                              few weeks)

Comments:                     Nine year old project; good tenant appeal. Located
off N. Main Street. Close to shopping, schools, freeway. Deposit = $300/400. $25
per month extra with lease (either 6 or 9 months). Pet deposit of $400 (cats).
Good demand over past year. Source: (408) 758-3008

                                [GRAPHIC OMITTED]


                                                                              35
<PAGE>

                            RENT COMPARABLE NUMBER 2

Name:                         FOX CREEK
Location                      136 W. Alvin, Salinas
Age/Type                      1986/ two-story garden design - 168 units

- --------------------------------------------------------------------------------
                              Type       Rent        SF        Rent/SF    
                              ----       ----        --        -------    
Monthly Rent:                 1BR/1BA =  $625       708         $0.88
                              2BR/1BA =  $725       875         $0.83
                              2BR/2BA =  $750       986         $0.76
- --------------------------------------------------------------------------------

Utilities included in Rent:   water and trash

Recreational Amenities:       Tennis, heated pool, sauna, spa, exercise room,
                              w/d hookups in all units, laundry rooms

Vacancy:                      0% (some units will become available in December)

Comments:                     Ten year old project; good tenant appeal. Located
off N. Main Street. Close to shopping, schools, freeway. Deposit = $250. Pet
deposit of $350 (20 lbs.). Good demand over past year. No units available. Some
units may become available in December. Carport parking plus open. No specials.
Month-month rentals. Source: (408)449-1800

                                [GRAPHIC OMITTED]


                                                                              36
<PAGE>

                            RENT COMPARABLE NUMBER 3

Name:                         CYPRESS LANDING
Location:                     552 Rico Street, Salinas
Age/Type:                     1989/ two-story garden design - 112 units

- --------------------------------------------------------------------------------
                              Type       Rent        SF        Rent/SF    
                              ----       ----        --        -------    
Monthly Rent:                 1BR/1BA =  $655-690    75O+/-    $0.87-0.92
                              2BR/1BA =  N/A
                              2BR/1BA =  $765-825    975+/-    $0.78-0.84\5
- --------------------------------------------------------------------------------

Utilities included in Rent:   water and trash

Recreational Amenities:       Tennis, heated pool, sauna, spa, exercise room,
                              some units have fp's (all 1/br's), laundry rooms

Vacancy:                      0% (some units will become available in October)

Comments:                     Good tenant appeal. Located in north Salinas.
Close to shopping, schools, freeway. Deposit =$350/450. Good demand over past
year. No units available. Some units may become available in October. Carport
parking plus open. No specials. 6 and 12 month leases ($15/mo. taken off 12 mo
lease). Source: (408)424-4343

                                [GRAPHIC OMITTED]


                                                                              37
<PAGE>

                            RENT COMPARABLE NUMBER 4

Name:                         NORTHPOINTE
Location:                     196 E. Alvin Drive, Salinas
Age/Type:                     1976/ two-story garden design - 138 units

- --------------------------------------------------------------------------------
                              Type       Rent        SF        Rent/SF    
                              ----       ----        --        -------    
Monthly Rent                  1BR/1BA =  $568        648       $0.87-0.92
                              2BR/1BA =  $620        735       $0.84
                              2BR/1BA =  $669        835       $0.80
- --------------------------------------------------------------------------------

Utilities included in Rent:   water and trash

Recreational Amenities:       Tennis, heated pool, sauna, spa, exercise room,
                              some units have fp's (all 1/br's), laundry rooms

Vacancy:                      1% (only one unit available at survey time)

Comments:                     Avg-Avg+ tenant appeal. Located in north Salinas.
Close to shopping, schools, freeway. Deposit $300/400. Good demand over past
year. Carport parking plus open. No specials. 6 month leases. Source:
(408)443-1776

                                [GRAPHIC OMITTED]


                                                                              38
<PAGE>

                            RENT COMPARABLE NUMBER 5

Name:                         THE REEF APARTMENTS
Location:                     333 W. Laurel Drive, Salinas
Age/Type:                     1960's/ garden court design - 54 units

- --------------------------------------------------------------------------------
                              Type       Rent        SF        Rent/SF    
                              ----       ----        --        -------    
Monthly Rent                  1BR/1BA =  $530-545    625        $0.87
                              2BR/1BA =  $650        800        $0.81
                              Studio     $450        400+/-     $1.13
- --------------------------------------------------------------------------------

Utilities included in Rent:   water and trash

Recreational Amenities:       pool only

Vacancy:                      0% (none at time of survey; waiting list)

Comments:                     Avg tenant appeal. Located in north Salinas. Close
to shopping, schools, freeway. No specials. Source: (408) 449-1680

                                [GRAPHIC OMITTED]


                                                                              39
<PAGE>

                            RENT COMPARABLE NUMBER 6

Name:           SHERIDAN PARK

Location:       1450 N. First Street, Salinas

Age/Type:       1983+/ two story garden design - 116 units

- --------------------------------------------------------------------------------
                              Type       Rent        SF        Rent/SF    
                              ----       ----        --        -------    
Monthly Rent:                 1BR/1BA =  $570        630        $0.90
                              2BR/1BA =  $620        800        $650

Utilities included in Rent:   water and trash

Recreational Amenities:       Heated pool, 2 sauna, spa, laundry rooms, security
                              gates

Vacancy:                      0% (none at time of survey)

Comments:                     Avg-Avg+ tenant appeal. Located in north Salinas.
Close to shopping, schools, freeway Deposit = first month's rent plus key
deposit. Carport parking plus open. No specials. No units available, but 10
units will be in November. Source: (408) 449-8203

                                [GRAPHIC OMITTED]


                                                                              40
<PAGE>

Heather Plaza Apartments, Salinas CA

All rental rates quoted in the survey are month-to-month or short-term leases.
None of the complexes surveyed in this report had long-term leases. All
complexes are garden style two and/or three-stories of similar vintage and
design as the subject. All are located in the general subject neighborhood.
Typically, rents include water and trash removal. None of the complexes were
offering any specials.

Rental Number 1 represents Cypress Creek, located at 162 Casentini Street, in
north Salinas This is a 288-unit complex built in 1987. It is of good quality
and in good condition. Amenities include tennis courts, heated pool, sauna,
racquetball, spa, laundry hookups, laundry rooms and carport parking. No
promotional specials or concessions. Leases are 6 and 12 month terms. Security
deposits are $300 and $400 (depending on the unit size). Pets are allowed with a
$400 deposit. One bedroom units are reported at 750 square feet, and rent from
$725 to $750, depending on variation of location within the complex. Two
bedroom/two bath units measure 1,000 square feet and rent from $925 to $950, or
$0.93 to $0.95/sf. Only four units are available. This is one of the newer and
better quality complexes in Salinas and is similar in many respects to the
subject. Like Rental Number 2 below, it is comparable to the subject, but
superior.

The subject does not offer the level of recreational amenities nor does it have
the appeal as Rental #1. On a per unit basis, the subject should definitely rent
lower than $725 for one bedrooms, and $925 for two bedrooms.

Rental Number 2 represents the 168-unit Fox Creek Apartments, located at 136
West Alvin Drive nearby the subject in north Salinas. The overall quality and
condition are good. No promotional specials or concessions. Leases are 6 and 12
month terms. Security deposits are $250. Amenities consists of a pool, spa,
weightroom, clubhouse, laundry rooms, and tennis courts. Some units have
washer/dryer hookups. There are 76 one bedroom, 24 two bedroom/one bath, and 68
two bedroom/two bath units. One bedroom units are reported by management at 708
square feet, and rent at $625 per month, or $0.88/sf. Two bedroom/ one bath
units are 875 square feet, and rent at $725 per month, or $0.83/sf. Two
bedroom/two bath units are 986 square feet, and rent at $750 per month, or
$0.76/sf. Current vacancy is zero.

Like Rental #1, this comparable is superior to the subject as it contains more
recreational amenities and is newer. This comparable is useful in setting the
upper end of the per unit rental range for the subject. It is clear that the
subject one bedroom units should rent below $625, and the two bedrooms should
fall slightly below $725 per month based on this particular comparable.

Rental Number 3 is the 112-unit Cypress Landing Apartments located at 552 Rico
Street, nearby the subject in north Salinas. This is a newer complex built in
1989. It is of good quality and in good condition. There are 36 one bedroom and
76 two bedroom/ two bath units. One bedroom units measure approximately 750
square feet and are $640-665 per month. Two bedroom units are approximately 975
square feet, and rent from $745-795 per month. Amenities include a pool, spa,
clubhouse and carport parking. Some units have fireplaces. No rental concessions
or specials. The property is close to shopping, freeway access and schools. The
overall appeal is good. Only one unit is currently available. As with the
previous two comparables, Rental #3 is superior to the subject.

Rental Number 4 is the 138-unit Northpointe Apartments located at 196 East Alvin
in North Salinas


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
                                                                              41
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Heather Plaza Apartments, Salinas CA

nearby the subject. This is a two-story garden complex built in 1976. The
overall quality and condition are above average to good. The location directly
off N. Main is close to shopping, schools and freeway access. The complex has 1,
one bedroom unit currently available at $568/month, and 1, two bedroom/one bath
unit at $620/month. Two bedrooms reportedly rent as high as $669 per month. One
bedrooms range from 624 to 648 square feet, and two bedrooms contain 735 to 835
square feet. Rents include water and trash. Security deposits are $300 for one
bedrooms and $400 for two bedrooms. Leases of six months are required. There are
no specials or concessions. Pets are not allowed. Amenities include two laundry
rooms, and one swimming pool.

The appeal, age and level and quality of amenities are similar, but slightly
inferior to the subject. The subject has an advantage of having security
fencing. Overall, this comparable brackets the potential subject "market" rents
on the lower end.

Rental Number 5 represents The Reef Apartments, a 54-unit garden court design
complex built in the 1960's. This complex is also located in north Salinas
nearby the subject. It is older than the subject, and has slightly less appeal.
This complex is renting one bedroom units at $530 to $545, and two bedroom units
at $650. Studios are $450 per month. All rents include water and garbage. The
subject offers superior appeal in that the rent includes basic cable and
security gates. Given these differences, the subject should rent higher.
Overall, Rental #5 gives good support to the subject "market" rents by
bracketing at the lower end.

Rental Number 6 represents Sheridan Park; located in the general neighborhood.
This is an average quality property that features security gates. Rents are $570
for one bedrooms and $620 per month for two bedroom/one bath units. Water and
trash removal are included in the rent, but basic cable is not. The overall
quality and appeal are similar, but slightly inferior to the subject. According
to management, there are no available units at this time. Overall, this
comparable provides good support for the subject units.

Other: In addition to the above primary comparables, several other complexes
including many owned by Thysen in the Salinas marketplace were considered.
Thysen owns another 12 complexes in Salinas (most are in North Salinas).
Although not enough to "set" the market, the number of complexes controlled by
Thysen has an influence on rental levels. Thysen property managers (employees of
Lincoln Property) regularly refer clientele to other Thysen complexes. Still,
there are more than enough competing projects to make it difficult if not
possible to "control" the market. Rental rates at these complexes are consistent
with one another and with competing projects.

Market Rental Conclusion

The comparables surveyed support the "market" rents of the one bedroom units at
$550/month, or $0.89 per square foot. There is less support for the two bedroom
units at $725 per month, however, at least five subject units have been rented
at these rates. The market has been changing, and it may be that some of the
competing complexes have yet to move some of their units to market levels. Based
on the survey, the market rent for the two bedroom units appears to be closer to
$695 per month; again, however, five subject units are rented at $725/month, and
it is difficult to conclude a lower rate when rents have been increasing. The
four, 3-bedroom units are estimated at $775 per month.


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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Heather Plaza Apartments, Salinas CA

Of the complexes surveyed (including those not shown in this appraisal) which
consisted of about 2,000 total units, overall vacancy is running between 1-2
percent. Most had no vacancy. Some had only a few units available. A few
managers stated that units should become available in November and December as
seasonal workers go home. When a unit does become available, it typically takes
3 to 7 days to rent. However; in several cases, the unit is pre-leased (rented
prior to the occupant moving out).

Subject Market Rental Income (@ 100 percent Occupancy)

Based on market rents, the subject would have the following monthly income at
100 percent occupancy.

           1BR @       $550/mo.   x       162   =       $ 89,100
           2BR @       $725/mo.   x        52   =       $ 37,700
           3BR @       $775       x         4   =       $  3,100
                                                        --------
                                                        $129,900

Actual Reported Income

Shown below is a table outlining revenue for 1994, through July 31, 1996. Rental
income for September 1996 is also shown. Income statements are shown in the
Addenda.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
              1994                  1995                  YTD ('96)           Sept. 96
- ------------------------------------------------------------------------------------------------
<S>           <C>                   <C>                   <C>                 <C>               
*Gross Rents: $1,203,739 ($460/un)  $1,214,238 ($464/un)  $869,249 ($498/un)  $118,551 ($544/un)

Laundry       $   26,683            $   27,021            $ 19,103             N/A
Other         $   65,696            $   74,894            $ 43,710             N/A
</TABLE>

* - collected rents
N/A = Not available

Rental Income Estimate: Almost all of the subject's total income is derived from
rents. As shown above, rental income has increased significantly over the past
year. This is due to in part to new management and an improving rental market.

The actual rental income for the month of September 1996 was $118,551, or $544
per unit. This amount does not include vacant/vacant preleased units. The market
rent for the vacant units total $3,825. Blending this with actual rental income,
results in a gross scheduled rental income of $122,376, or $561 per unit.
Consequently, $122,376 or $1,468,512, has been used as stabilized gross income.

Laundry: The laundry income is stabilized at $28,000 per year.

Other: Other income consists of retained deposits, late charges, nsf checks, and
miscellaneous charges to tenants. The large percentage of this category relates
to security deposits. Although forfeited security deposits and late charges are
a source of income, it is not included in the reconstructed operating statement
as part of ongoing cash flows. This is largely because this type of income was
not accounted for in the computation of gross and net operating incomes for the
comparable sales.

Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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Heather Plaza Apartments, Salinas CA

Total Gross Income: Total gross income is estimated at $1,496,512; rounded to
$1,497,000.

Vacancy and Collection Loss

In estimating a stabilized vacancy factor, several factors were considered.
First, vacancy has decreased over the past few years due to new management and
improving market conditions. In 1993, market conditions were soft and vacancy
was higher than it is today. The property has been upgraded over the past two
years. Meanwhile, market conditions have improved due to an expanding economy.
The resurgence of "Silicon Valley" 70 miles to the north, the new Soledad
Correctional facility, and several thousand feet of regional shopping space has
created many new jobs. The new Wal-Mart in this area will also expand the retail
base, and bring in new jobs.

As of the inspection date, the subject complex was running an 1.8 percent
vacancy. This is consistent with comparable Salinas projects at this time. There
may be some seasonal variance as workers leave agricultural jobs in November,
but the overall affect on the subject should be minimal as the subject does not
rely on this type of tenancy

In addition to vacancy, consideration must also be made for ongoing collection
loss. In the case of the subject, collection loss has been reduced from previous
years due to the stricter qualifying policies. There are five pending evictions.
According to management, evictions number about 10 per year. Deposits are
collected upfront, thus actual collection loss is mitigated to some degree.
However, consideration should still be made for collection loss. A reasonable
stabilized collection loss rate is 1 to 2 percent of gross income.

Assuming continued good professional management, stabilized vacancy and
collection loss should run at approximately 5 percent on average. There is the
strong possibility that vacancy and collection will fall below this estimate
over the next 12 to 24 months, however, longer-term, consideration should be
made for construction of new units and decreased economic activity.

Effective Gross Income

The effective gross income is estimated by deducting five percent from estimated
gross income, as shown below:

- --------------------------------------------------------------------------------
Gross Annual Income:                         $1,497,000
Less: Allowance for Vac/Collection (5%)        ( 74,850)
                                             ----------
EFFECTIVE GROSS INCOME                       $1,422,150
- --------------------------------------------------------------------------------

Expense Analysis

In order to estimate the value of the property by the income capitalization
approach, expenses must be deducted from effective gross income to arrive at a
net operating income estimate. Like other types of income property, apartment
property expenses are a function of services provided as well as physical and
geographical characteristics of the property itself. Operating and "fixed"
expenses vary from complex to complex, but generally fall between 33 to 45+
percent of revenue (gross income), including replacement reserves.


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
                                                                              44
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Heather Plaza Apartments, Salinas CA

Expenses can be broken down into per unit per year (or month), or as a
percentage of rental revenue or effective gross income. Expenses as a percentage
of income change depending on revenue levels. It can be difficult to compare
apartment expenses on a line-by-line basis. No two apartment complexes are
alike.

Shown on the following page is a recent operating history of the subject.
Expense categories are analyzed and discussed below. It should be noted that new
management took over in 1995; expense records previous to 1995 are not complete
and do appear to reflect current conditions.

Real Estate Taxes & Direct Assessments

California state law requires the reassessment of any parcel upon change of
ownership. The market value of the subject property intrinsically assumes a
hypothetical sale. Therefore, it is necessary to estimate real estate taxes
based upon market value.

In the State of California, property is enrolled at 100 percent of market value
as determined by the County Assessor upon transfer of ownership or significant
new construction. The maximum tax rate cannot exceed 1 percent of the enrolled
value, plus general assessment bonds and fees approved by the voters. Enrolled
value can be increased by a maximum of 2 percent per year, absent transfer, or
new construction, based on the cost of living. Under Proposition 8, approved
subsequent to Proposition 13, value can also be decreased to reflect current
market conditions. The actual taxes are below what the new taxes would be based
upon market value. According to the Monterey County Tax Collector Department,
there are no special assessment bonds. The tax rate is approximately 1.05
percent.

Since market value has not yet been estimated by the income capitalization
approach, a technique which adds the composite tax rate reflecting the ad
valorem taxes to the capitalization rate has been used. The resulting value
estimate is then multiplied by the composite tax rate to obtain the amount of
new taxes. This method gives only an approximation since the assessed value may
not necessarily be the sale price (or market value). In addition, the value
conclusion by the sales comparison approach has been used as a guide. Applying
the tax rate of 1.05 percent, results in new taxes of $87,000.

SUBJECT PROPERTY OPERATING HISTORY

Expense Item                    1994                1995            1996 (ytd)
- ------------                    ----                ----            ----------
Payroll                        $138,300            $204,358          $104,038
Utilities                      $166,856            $175,286          $111,127
Insurance                      $ 69,598            $  9,561          N/A
Taxes &                        $ 49,336            $ 25,133          $ 25,133
License & Permits              $    280            $  5,134          $  2,616
Management Fee                 $ N/A               $ 33,123          $ 31,396
Administrative                 $ 12,381            $ 31,994          $ 15,135
Maintenance & Repair           $126,694            $266,221          $ 86,518
Gardening/Landscaping          $ N/A               $ 17,083          $ 22,835


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Heather Plaza Apartments, Salinas CA

Cable T.V.              $ 21,245            $ 18,632          $ 15,897
Security                $    N/A            $  9,855          $  6,806

TOTAL                        N/A            $796,380          $421,501
Per Unit                                    $3,653/unit       $2,900/unit

Note: Maintenance & Repair in 1995-96 include carpet replacement at a cost of
$107,845. This is not an annually recurring expense and has not been treated as
such.

License and Permits

In addition to taxes, apartment properties incur license and permit fees. Based
on $13 per unit, the stabilized annual estimated is $2,800 (rounded).

Payroll

The subject employs 6 full-time personnel. The manager lives in the complex and
the unit rent is included in her compensation. Payroll expense was reported at
$204,358 for 1995, or $937 per unit --up from $138,300 reported in 1994. This
category includes payroll taxes, state compensation insurance, unemployment
taxes, wages for manager and office workers as well as maintenance personnel,
and bonus. To date, this category is $104,038, or $716 per unit annualized.
Taking the average of the two years, and considering payroll at other complexes,
this expense has been stabilized at $160,000, or $734 per unit.

Utilities

Utility expense includes water, trash, basic cable, sewer, electrical for
exterior site lighting and for other common amenities, including laundry
facilities, filtering equipment for the pool, lighting for the clubhouse, etc.;
tenants pay their own telephone, electric and gas, and premium channel cable.
The subject units are individually metered.

Trash removal service is included in the monthly rent for all units. Utility
expense can be estimated on a price per unit or on a price per square foot
basis. The projects with the greatest amount of amenities and larger unit sizes
generally show the highest rates of utility expenses. In 1994, utilities were
reported at $765 per unit, and in 1995 it was reported at $804 per unit. The
annualized projection for 1996 is $765 per unit. We have stabilized this expense
at $166,000, which is consistent with prior years and other apartment complexes
throughout the region.

Insurance

Insurance expense has been stabilized at $100 per unit as based on similar
complexes throughout the region. Actual expense has not been reported.

Management Fee (Supervisory Management)

Lincoln Property Company has been managing the property over the past year and
one-half The reported fee was $33,122 for 1995. To date in 19%, the fee totals
$31,396. The fee will increase with


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the increase in rental. Normally, management companies will charge from a low of
3 for large projects to a high of 6 percent of collected rent for smaller
complexes. Given the size of the subject, this expense is stabilized towards the
lower end; i.e., 4.0 percent.

Maintenance and Repair

This category includes on-going maintenance and repairs that include the common
areas, plumbing, pool, and electric. This category also includes building/pool
supplies, appliance replacement and decorating supplies. In 1995, several
carpets were replaced. Carpets have also been replaced in 1996 as tenants move
out. Several appliances were also replaced at a cost of $41,010 in 1995. This
level of replacement does not recur on an annual basis, thus an adjustment is
required in stabilizing this expense. Normally, maintenance and repair ranges
from 4 to 7 percent of effective gross income, or $400 to $600 per unit. The
actual subject expense has been substantially higher due to the refurbishing of
the complex over the past year. It should also be noted that this category does
not include landscape/gardening and exterminating contracts or wages for
maintenance personnel.

Administrative

This category consists of advertising and promotion, office supplies, computer
expense, legal, credit check expense, and miscellaneous expense such as
stationary, postage, etc. As shown in the Income & Expense Statement prepared by
Lincoln Property Residential, a management fee paid to Lincoln is included under
this category. In this analysis, the management fee has been separated and
discussed under its own category.

Gardening/Landscaping/Cable T.V./Security

Landscaping is contracted to a private landscape company (recently hired). Basic
cable is included in the rent, thus it is an expense to the landlord. Security
patrol and exterminating are also contracted. Total expense reported in 1995 was
$45,570. The total for the first eight months of 1996 is $45,438. We have
stabilized this category at a higher total since the numbers do not fully
account for the cost of professional landscaping.

Replacement Reserves

Most owners do not utilize the replacement reserve account during the analysis
or operation of an apartment complex. Rather, capital improvement items are
often expensed as they are incurred. However, since capital expenditures affect
the investor's cash flow, an analysis of the property's value must account for
these expenses in the form of appropriate reserves for replacement.

Reserves for replacements are estimated at 2.5 percent of EGI, which equates to
$160/unit. This takes into account the current good condition, lower effective
age and recently completed capital improvements of the project. Items which are
commonly associated with a reserve account include repaving of drives,
replacement of underground utility pipes and electrical conduit, roof and
foundation, as well as resurfacing of the pool new appliances, etc. (i.e., items
that are not normally expensed year to year). Again, new roofs were installed
within the past two years.

Net Operating Income

Total stabilized expenses and collection loss allowance amount to $729,800, or
$3,348 per unit. This


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also equates to 51 percent of effective gross income. It should be noted that as
a percentage of income, expenses are higher at the subject than they are for
many complexes in this region. The reasons for this include: (1) basic cable
service included in the rent; (2) more common amenities (and security gates)
than the typical complex resulting in a higher level of maintenance; (3) rents
are relatively low in comparison to complexes in neighboring counties, thus as a
percentage of income, expenses appear high.

Net operating income is estimated by deducting operating and fixed expenses from
effective gross income, as shown below and on the following page:

- --------------------------------------------------------------------------------
                      Effective Gross Income        $1,422,150
                      Total Expenses                  (729,800)
                                                       -------
                      Net Operating Income Before
                      Income Taxes & Depreciation   $  692,350
- --------------------------------------------------------------------------------

Capitalization Rate Analysis

After net operating income is estimated, an appropriate capitalization method is
selected. Of the various techniques, the one that is almost always used due to
its simplicity is direct capitalization. This method employs the use of a single
rate known as the overall rate. The overall rate reflects the relationship
between the projection of annual net operating income and a sale price or an
estimate of value. It is calculated by dividing the net operating income of the
sale into the sale price. When the property is purchased all cash, which is rare
for larger apartments, and there is no subsequent change in value or income,
then the capitalization rate is also the rate of return on the total property
investment.

In the Sales Comparison Approach section of this report, there is a table in
which we have summarized our analysis of capitalization rates for the comparable
sales. These capitalization rates were based on actual or actual near-term
potential gross annual income less expenses at time of sale. In each case,
expenses included new real estate taxes at market value as opposed to actual
taxes which are typically much lower. The capitalization rates derived from each
of these sale properties are summarized below:

Sale No.            1        2      3       4      5     6        7     8
- --------------------------------------------------------------------------------
Cap Rate (%):       8.54     8.6    9.1     9.34   9.6   10.15    7.9   9.69

The main factor influencing capitalization rates is the perception of risk.
Those properties perceived to have higher risk, will sell at higher
capitalization rates. The lower risk properties sell at lower capitalization
rates. Apartment properties, because of their low vacancy, generally fall into
the low risk category. Risk factors that should be taken into account in
selecting an appropriate capitalization rate include the following:

o     Amount of available land zoned to allow future apartments
o     Upside (or downside) potential of cash flow
o     Existing or planned government restrictions on use and/or rent increases
o     Deferred maintenance and remaining life of site improvements


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Heather Plaza Apartments, Salinas CA

o     Marketability/liquidity
o     Availability of financing

Availability of Land (potential of future competition)

While there are several hundred acres of undeveloped land in the general area,
most is zoned agriculture or has environmental issues such as sloughs/wetlands.
This is not to say, however, that additional apartments could not be developed
within a 50 mile radius. There has been very little apartment construction in
the area over the past 9 years. One of the main reasons is the high cost of land
and building. So, while future construction of apartments will occur to some
degree, the high cost will result in higher rents that likely will not compete
with the subject.

Upside Potential of Cash Flow

Gross revenue projected at stabilized occupancy is based largely on the current
average rate. The market rate, although close, is still lower than the actual
income. And given high occupancy in almost all Salinas apartment properties, it
appears certain that rents will continue to gradually increase over the next 12
to 24 months. Consequently, upside rental potential appears good at this
particular time. The subject is not affected by rent control, so this would not
be a limiting factor.

Deferred Maintenance

The subject is well-maintained without any significant repairs or deferred
maintenance. Better-conditioned apartments tend to sell at lower capitalization
rates.

Marketability/Liquidity

Appropriately priced, the subject would have good marketability (see Marketing
and Exposure Estimate sections). This tends to lower the overall capitalization
rate since there would be good buyer demand. The subject also appears to have
the ability to add additional units given the lower density and positioning of
the buildings as they relate to common areas. This potential has been
considered, but not specifically valued.

Availability of Financing

Financing should not have a significant impact on the capitalization as capital
is available for this type of property.

Capitalization Rate Conclusion

In conclusion, the subject capitalization rate should fall between 8.5 to 9.0
percent, as evidenced by the sales. Discussions with brokers, property owners
and management companies indicate that apartment capitalization rates are
dropping in Santa Clara and Santa Cruz Counties. The subject has good upside
potential. It may also have extra or "excess" land to construct additional
units. Based on our analysis, the most probable subject capitalization rate is
at the lower end of the above range, or 8.5 percent.

              $692,350 / .085         =         $8,150,000 (rounded)


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Heather Plaza Apartments, Salinas CA

                             INCOME APPROACH SUMMARY
- --------------------------------------------------------------------------------

INCOME
  Gross Annual Rental Income                               $1,469,000
  Laundry                                                  $   28,000
                                                           ----------

 TOTAL GROSS INCOME                                        $1,497,000

Less: Vacancy & Collection Loss Allowance (5%)               (74,850)
                                                           ----------

EFFECTIVE (COLLECTED) GROSS INCOME                         $1,422,150

 Stabilized Operating Expenses                             Per Unit (rd)
 -----------------------------                             -------------
  Payroll                                      $160,000          $734
  Taxes (Prop 13)                              $ 87,000          $385
  License & Permits                            $  2,800          $ 13
  Utilities                                    $166,000          $760
  Insurance                                    $ 22,000          $100
  Management Fee                               $ 57,000          4%
  *Administrative                              $ 25,000          $115
  Maintenance + Repair                         $120,000          $550
  Landscape/Cable T.V./Security                $ 55,000          $252
  Replacement Reserves                         $ 35,000          $160
                                               --------          ----
*includes -Advertising & Promotional
TOTAL OPERATING EXPENSES                       $729,800          $3,348 (51%)

NET OPERATING INCOME (NOI)                     $692,350

OVERALL CAPITALIZATION RATE (Applied to NOI)    .085

- --------------------------------------------------------------------------------
                           Market Value As Is:                $8,145,294
                           Rounded:                           $8,150,000
- --------------------------------------------------------------------------------

Other Capitalization Procedures

Other capitalization methods may be used in the appraisal of apartment
properties, although their understanding and use falls far short of direct
capitalization. The Discounted Cash Flow analysis (DCF) is one such method. In
this procedure, the value of a property is equivalent to the present value of
the annual before tax cash flows, over an assumed investment holding period,
plus the sale (reversion) of the property at the end of the holding period, at a
single discount rate. The advantage of this approach is that it identifies
variability in annual cash flows, especially in a start-


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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Heather Plaza Apartments, Salinas CA

up operation.

The Discounted Cash Flow Analysis requires several assumptions that impairs its
reliability. For this reason, it is oftentimes considered a secondary valuation
method in the appraisal of apartment appraisals.

In this appraisal, the DCF procedure has not been used as it does not provide
any additional insight into the valuation of this property. There are several
reasons for excluding this approach. There is nothing to suggest at this time
that there will be substantial changes in income patterns, although the
near-term trend appears to be continued strengthening and gradual increasing of
rents. Another reason is that there would be several assumptions that would have
to be made. Perhaps the most compelling is that the sales were not purchased on
a DCF approach. Employing a DCF for the subject would require that inferences be
made about each sales as to applicable yield and going-out capitalization rates,
as well as hold periods and annual expense and income increase (or decrease)
projections. If the majority of these sales were purchased in this manner, then
a DCF would have applicability; however, this is not the case.

Income Approach Conclusion

The Income Approach concludes a value of $8,150,000.


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Heather Plaza Apartments, Salinas CA

SALES COMPARISON APPROACH
================================================================================

The Sales Comparison or Market Data Approach involves making an analysis of the
property being appraised based on sales of similar properties. To a lesser
degree, this procedure may consider the asking prices of current listings. The
market data approach presumes that a prospective purchaser would pay no more for
a property than the amount with which he or she could buy another of equal
utility. The reliability of this procedure is determined by: 1) availability of
comparable sales; 2) comparability of sales in terms of date of sale, location,
size, density, or other physical characteristics; and, 3) verification of the
sales data.

Although there are variations, apartment property sales are often analyzed using
four unit-of-comparison indicators:

            o     Price per unit
            o     Gross Income Multiplier or Effective Gross Income Multiplier
            o     Price per Rentable Square Foot
            o     Price per Room

Price Per Unit Method: The price per unit method is most often affected by unit
size, condition, overall functional utility, and location of a property. Sales
with high average unit sizes which are situated in the most desirable locations
tend to command the highest price per unit. Naturally, the existing potential
rent levels also affect the sale price, thus influencing the price per unit
value. Each of these factors determine the amount of net operating income that
can be generated per unit which is a fundamental measurement of investor return
when applying the price per unit method.

Price Per Room Method: Sale price per room demonstrates the same relationship as
price per unit. Applying the same logic discussed above, which considers the
average unit size of the subject, existing rent levels, and location relative to
the comparable sales, a value per room can be estimated for the appraised
property.

Price Per Square Foot Method: While size is a strong influence in sale price per
unit and price per room, the rent levels attained by a property per square foot
are closely related to the price per square foot it may attain in the
marketplace. It is generally true that all else being equal, the rent per square
foot for larger units is less than the rents per square foot for small units.
Thus, apartment buildings which have larger unit sizes have lower rents per
square foot and therefore have lower selling prices per square foot.

Gross Income Multiplier Method: The gross income multiplier (GIM) technique is
oftentimes perceived as one of the most accurate market measure of value by the
Direct Sales Comparison Approach. The GIM is calculated by dividing the sale
price of the sale property by its gross annual income. This method tends to
equalize property differences such age, size, and number of units. In general,
where there is a fee simple title, apartment properties tend to sell at 5.5 to 8
times multiple on actual income. The range is tempered by a number of factors
that include location, condition, quality, and upside rental potential. The more
desirable properties with good track records will typically be higher on the
scale, whereas lower quality facilities in weak locations tend


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Heather Plaza Apartments, Salinas CA

to fall at the lower side. Since the GIM involves gross income rather than net
income, the appraiser must compare the level of expenses of the comparables with
the subject. This technique works best when expense operating ratios are
reasonably consistent. Comparison is not straightforward, for example, when the
sale property has an operating expense ratio that is significantly higher than
the subjects'. Consequently, when estimating a GIM, care must be taken when
comparing gross incomes. A variation of the GIM technique effective gross income
multiplier (EGIM)--is calculated by dividing the sale price by the effective
gross annual income instead of the gross annual income. This technique, however,
often does not result in a further refinement since apartment vacancy (and
collection loss) throughout the region is very low.

Comparable Sales Description & Analysis

A search for apartment properties was made in Salinas and surrounding areas. No
sales of larger apartment complexes (over 100 units) in Salinas during 1995 and
1996 were found. The most recent larger apartment transaction in Salinas
occurred in 1994; a 60 unit complex sold in 1993 and an 112-unit property
transferred in late 1991. A summary of these sales is summarized on the
following pages. Additional information is included in the Addenda.

To obtain more recent sales data, it was necessary to expand the search into
nearby cities and counties. The strongest sales activity at this time is taking
place in Santa Clara County, adjacent to the north of Monterey County. A number
of larger sales have also taken place in Santa Cruz County, to the west. A brief
description of each sales area and how it relates to Salinas is summarized in
the following paragraphs.

Santa Clara County/San Jose: This is the largest county in the region with a
population of over 1.4 million. It contains the City of San Jose, the third
largest city in California. "Silicon Valley" originated in Santa Clara County.
The county is home to over 2000 electronic firms, including industry leaders
such as Intel and Hewlett-Packard. Over the past 20 months, technological
employment has dramatically increased resulting in the creation of several new
jobs. To fill new jobs, several thousand people have moved into "Silicon Valley"
thus creating a demand for housing. As a result, apartment and other housing
rents have increased substantially, nearly doubling from previous lows in some
cases. Investors have now caught on to increasing rental activity, and sales
activity is brisk. This market has "filtered" into nearby communities, including
Santa Cruz, Alameda County, and to some lesser degree, Salinas.

The resurgence of the Santa Clara County market comes after six years of
sluggish performance. The last major upswing was in 1982-85 when rents increased
annually by 18 to 20 percent. From 1995 to 1989, rents and vacancy were steady.
In late 1989, following the Loma Prieta earthquake and a decline in economic
activity, vacancy levels started to increase and rents became soft with rental
concessions given in some complexes. Staring in late 1994, the market started to
once again turn upward. In 1995, economic conditions improved and rents
increased to reflect a landlord's market. Today, vacancy is extremely low with
very units available for rent. This is expected to continue for at least the
next six to 12 months as little land is available for new apartment
construction.


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<TABLE>
<CAPTION>
                    COMPARABLE MARKET DATA - APARTMENT SALES

       Project Name
Sale   Location                   No. Units                     Year     Sale      Price/    GIM  Price Per Unit
No.    A.P.N.                     RSF-Bldg    Sale Date (COE)  Built     Price     Sq. Ft    OAR   Cash-on-Cash
================================================================================================================
<S>                               <C>            <C>            <C>   <C>          <C>      <C>     <C>    
[ 1 ]  Willow Gardens Apartments
       1750 Stokes Street           186          6/14/96        1971  $13,650,000  $85.17   7.04    $73,387
       San Jose, CA               160,260                                                  8.54%       6.8%

- -----------------------------------------------------------------------------------------------------------
2-story apartment garden style built in 1970. Wood frame, wood exterior. Average quality and condition. 190
covered parking spaces (carports). Amenities include pool, spa, laundry, recreation room, balconies/patios,
storage lockers, a/c. 6.40 acres (29.06 du/ac). First loan $10,600,000 from St. Paul Federal Bank. Document
#13330744.
- -----------------------------------------------------------------------------------------------------------

[ 2 ]  Ocean Terrace
       1630 Merrill Street          100
       Santa Cruz, CA             80,724 sf      7/12/96        1972  $6,300,000   $78.04    6.5    $63,000
                                                                                            8.6%       8.1%
- -----------------------------------------------------------------------------------------------------------
100-unit garden style built on 2.7 acres in county area of Santa Cruz. Built in 1972, there are six
buildings, a pool, exercise room, sauna, three laundry rooms, and on-site manager's office. Wood frame
construction. Average quality and avg+ condition. 130 on-site parking spaces. AEK kitchens. $4,725,000
first from Home Savings of America.
- -----------------------------------------------------------------------------------------------------------

[ 3 ]  Fox Creek Village
       196 West Alvin Rd.,          168          9/24/94        1986  $9,350,000   $66.31    6.8    $55,650
       Salinas, CA                141,856 sf                                                9.1%      9.87%

- -----------------------------------------------------------------------------------------------------------
Built in 1986, Fox Creek Village consists of 76, 1/br/1ba units measuring 708 sf; 24, 2br/1ba units
measuring 875 sf, and 68, 2/br/1ba units 986 sq ft. The gross building area is 145,023; the net rentable
has been reported at 141,856 sf. 36 units have wood-burning fireplaces. Units include patios or balconies,
refrigerators, microwaves, dishwashers, disposals, and laundry hook-ups. There are laundry rooms with
washers and dryers in the complex. Above average to good quality and condition. One covered parking space
per unit.
- -----------------------------------------------------------------------------------------------------------

[ 4 ]  Kingdale Oaks
       1919 Fruitdale Avenue        331          8/15/95        1970  $16,760,000  $66.22   6.01    $50,634
       San Jose, CA               253,098 sf                                               9.34%      11.1%

- -----------------------------------------------------------------------------------------------------------
Average quality, 1, 2 and 3-story buildings built in 1964-1970. Wood frame and stucco. Concrete slab.
Average condition. 331 covered parking spaces (carport). 166 open parking. Amenities include 2 heated
pools, spa, poolside grills, laundry rooms, volleyball, and recreation building. Elevator served. New first
loan from St. Paul Federal Bank, and seller second. Marketing time was reported at six months. 11.76 acres
(28.15 du/ac). 1, 2 and 3 bedroom units.
- -----------------------------------------------------------------------------------------------------------

================================================================================================================
</TABLE>

Note: The above data was obtained from sources deemed reliable. However, the
accuracy of the data cannot be guaranteed by R. Saia, MAI Associates (9/96)


                                                                              54
<PAGE>

<TABLE>
<CAPTION>
                    COMPARABLE MARKET DATA - APARTMENT SALES

       Project Name
Sale   Location                   No. Units                     Year     Sale      Price/    GIM   Price Per Unit
No.    A.P.N.                     RSF-Bldg    Sale Date (COE)  Built     Price     Sq. Ft    OAR    Cash-on-Cash
================================================================================================================
<S>                               <C>            <C>            <C>   <C>          <C>      <C>     <C>    
       Hidden Creek Apartments
[ 5 ]  200 Button Street            146          7/14/94        1973  $7,400,000   $77.81    6.78    $50,685
       Santa Cruz, CA              95,100                                                    9.6%        N/A

- -----------------------------------------------------------------------------------------------------------
3.8 acres (37 du/ac). 2-story, nine buildings. Garden style walk-up. Average quality and condition. 42
studios, 60 1br/1ba, 44 2br/1ba units. About half of complex is subsidized housing tenants. Financing terms
n/a. Marketing time = 3 months. Amenities include pools, creek fountain and extensive landscaping.
- -----------------------------------------------------------------------------------------------------------

       North Bay Apartments
[ 6 ]  41 Granview Street           115          12/15/95       1989  $8,550,000   $81.88    6.11    $74,348
       Santa Cruz                 104,421                                                  10.15%      10.8%

- -----------------------------------------------------------------------------------------------------------
Good quality, 2-story garden style complex built in 1989. Average to good location. Buyer had to pay
$300,000 in repairs and $175,000 in commissions. Cap Rate is somewhat high based on other sales of similar
age, size, and location. Property was never exposed to open market.
- -----------------------------------------------------------------------------------------------------------

[ 7 ]  2186-2198 Brutus Street      60           5/26/93        1988  $3,072,000   $61.46    7.83    $51,200
       Salinas                     49,980                                                    7.9%        N/A

- -----------------------------------------------------------------------------------------------------------
Average to good quality garden complex located in north Salinas close to shopping, schools and freeway
access. There are 23, 1br units, and 37, 2br/2ba units. Average unit size is 833 square feet. No rent
control. Financing terms were not available.
- -----------------------------------------------------------------------------------------------------------

[ 8 ]  Cypress Landing
       552 Rico Street              112          11/1/91        1989  $5,950,000   $59.11     6.4    $53,125
       Salinas, CA                100,660                                                    9.69

- -----------------------------------------------------------------------------------------------------------
Newer, garden style consisting of 36 1br/1ba and 76, 2br/2ba units. 2-story buildings. Good quality and
condition. Amenities include clubjouse, spa, pool weight room, tennis courts. Carport + open spaces.
Average monthly rent at time of sale = $689. Average unit size = 899 square feet. All cash to seller.
- -----------------------------------------------------------------------------------------------------------

================================================================================================================
</TABLE>

Note: The above data was obtained from sources deemed reliable. However, the
accuracy of the data cannot be guaranteed by R. Saia, MAI Associates (9/96)
<PAGE>

Heather Plaza Apartments, Salinas CA

Housing prices in San Jose are higher than they are in Salinas. Good Salinas
neighborhoods, such as those found in north Salinas, can be compared to the more
average/middle income areas of San Jose as well as the agricultural communities
of Gilroy and Morgan Hill, in southern Santa Clara County. Still, downward
adjustments are required for location when comparing San Jose to Salinas.

Santa Cruz: In general, rental housing in Santa Cruz is less than it is in San
Jose, but higher than in Salinas. Although considered more desirable, Santa Cruz
is a relatively good area to draw comparable sales for comparison to Salinas.
Santa Cruz is a coastal community that relies heavily on tourism and
agriculture; some technology has filtered into the area from Silicon Valley.
Rents have been increasing, but not nearly at the pace of San Jose. Occupancy is
also extremely high in this area. A downward location adjustment is required
when comparing a Salinas property to a Santa Cruz property.

Monterey: No sales over 100 units were found in Monterey. This is mainly due to
the limited number of larger units in the city. Although the City of Monterey is
superior to Salinas in residential desirability, nearby cities such as Seaside
and Marina are overall comparable. However, no sales of larger units were found
in this area as well.

Adjustment Process

The most common unit of comparison indicator for apartments is price per unit.
As such, the subject has been adjusted to the comparable sales on this basis. A
sequence for making adjustments must be followed when percentage adjustments are
calculated and added together. The first adjustment is for property rights
conveyed. In this case, all properties sold fee simple or leased fee (short term
leases of less than one year); no leasehold sales were included. Thus, no
adjustment was required.

The second adjustment converts the transaction price of the comparable into its
cash-equivalent or modifies it to match the financing terms projected for the
subject property. No sales with financing favorable enough to significantly
influence the sales price were included, no adjustment was required.

The third adjustment is made for conditions of sale or other (e.g., personal
property included in sale price). No REO or distressed sales were included, and
no sales with furnished units were considered. Every apartment has some amount
of personal property that transfers with the property; however, these items are
nominal.

Other adjustments considered were based on differences in market conditions,
appeal, quality/density, condition, and size. No specific adjustment was made
for rent control (i.e., San Jose complexes), although this is considered in the
location adjustments.

Shown on the following pages is a table summarizing eight apartment sales.
Additional information concerning each sale, including recording data and a
photograph, is in the Addenda.

Apartment Sale Number 1, at $73,387 per unit, is a June 1996 sale of the Willow
Gardens Apartments, an 186-unit garden style walk-up apartment located in a
centrally located middle-income neighborhood in San Jose. This is an average
quality complex in average condition at time of sale. There are 162, two
bedroom/two bath units, and 24, three bedroom/two bath units. The average unit
size is 861 square feet. Amenities consist of a pool, spa, recreation building,
and laundry rooms. The


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project sits on 6.40 acres, indicating a density of 29.06 units per acre. The
project falls under San Jose Rent Control, which limits rental increases to
eight percent with pass-through for extraordinary and capital expenses.

The purchase price of $13,650,000 represents a rentable per square foot
indicator of $85.17, and a per room value of $17,773. The GIM on actual rental
income is 7.04. On market rents, the GIM is 6.29, indicating reasonably good
upside rental potential. The Overall Capitalization Rate is 8.54 percent on
actual income less actual expenses adjusted for new taxes and reserves. The
cash-on-cash rate is 6.8 percent.

In comparison to the subject, a downward adjustment is required for location. As
noted, San Jose rent levels are higher than those found in Salinas. For example,
a two bedroom/two bath unit at Willow Garden is $1,000+, or about $300 per month
per unit higher than in Salinas. A downward adjustment of 25 percent as based on
rental differential appears reasonable. The subject's average unit size at only
676 square feet is well below the comparable, resulting in a 15 percent downward
adjustment. The quality and condition are similar. the subject has a lower
density, but this has already been reflected in the location adjustment.
Adjusting this comparable by 40 percent, results in an indicated subject per
unit value of $44,000 (rounded).

Apartment Sale Number 2, at $63,000 per unit, is a July 1996 sale of the Ocean
Terrace Apartments; an 10-unit garden style walk-up apartment located in an
unincorporated area of Santa Cruz County between the cities of Capitola and
Santa Cruz. This is an average plus quality complex in above average condition
at time of sale. There are 52, two bedroom/ units, and 32, one bedroom/ units.
There are also 16, 3 bedroom units. The average unit size is 807 square feet.
Amenities consist of a pool, sauna, exercise room, and laundry rooms. The
project sits on 2.70 acres, indicating a density of 37 units per acre.

The purchase price of $6,300,000 represents a rentable per square foot indicator
of $78.04, and a per room value of $16,406. The GIM on annual rental income is
6.5. Market rents were about 3 percent higher than actual income during the six
month marketing period. The Overall Capitalization Rate is 8.6 percent on actual
income less actual expenses adjusted for new taxes and reserves. The
cash-on-cash rate is 8.1 percent.

In comparison to the subject, a downward adjustment is required for location. As
noted, Santa Cruz rent levels are higher than those found in Salinas. For
example, a two bedroom/two bath unit at Ocean Terrace is $800-850+, or about
$100-250 per unit higher than in Salinas as compared to a similar complex. A
downward adjustment of 15 percent as based on rental differential appears
reasonable. The subject's average unit size is smaller, resulting in a 10
percent downward adjustment. In addition, a downward adjustment of 10 percent is
made for the subject's larger size. Smaller properties tend to sell at higher
unit values because they appeal to a larger group of buyers. Adjusting downward
by a total of 35 percent, results in an indicated subject per unit value of
$41,000 (rounded).

Apartment Sale Number 3, at $55,655 per unit, represents Fox Creek Village, an
168-unit two-story garden complex built in 1986, located nearby the subject in
north Salinas. Fox Creek includes a pool, tennis court, recreation building and
laundry facilities. There are 76, one bedroom units; and, 92 two


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bedroom units. The average unit size is 844 square feet - almost 25 percent
higher than the subject. Some of the units have fireplaces. Parking is by
carport stalls and open spaces. The overall quality and condition are good,
superior to the subject.

In comparison to the subject, a downward adjustment of 10 percent is required
for size. Another adjustment of 20 percent is made for this property's lower
effective age and superior quality and amenities. Although there are no sales in
Salinas to determine whether apartment property value has increased since the
September 1994 sale date, it is logical to assume that since rents are now
somewhat higher that values are likely higher as well. Consequently, an upward
adjustment of 5 percent is made. Overall, the adjustments total downward by 25
percent, indicating a subject unit value of $42,000 (rounded).

Apartment Sale Number 4, at $50,634 per unit, is located south of Freeway 280
near San Jose City Community College within single family and apartment
neighborhood. the project is under San Jose Rent Control Ordinance. This is
average quality and condition. The buildings are wood frame and stucco with flat
T&G roofs built in 1964 and 1970. There are 36, studios; 264 1br/1ba units; 20,
2br/1ba units; 5, 3br/2ba; and, 6 2br/2ba units. Amenities include 2 heated
pools, poolside grills, laundry rooms, recreation room, and volleyball. Elevator
served. Units have either balcony or patio and are separately metered. Average
condition. 1.5 parking spaces per unit (166 open spaces and 331 carport).
According to selling broker Bruce Hermann with Marcus & Millichap, gross
scheduled actual income at time of sale was $2,787,000, or approximately $700
per unit per month. Actual vacancy (and stabilized vacancy) was 4.38%.
Factoring-in taxes at market (per Prop 13), total expenses were reported at
approximately $1,100,000. Net operating income is estimated at $1,565,000.
Financing consisted of a 1st from St. Paul Federal Bank of $14,850,000 (VIR) 8%,
25-yr amortization and a seller second of $556,000 @ 7%, 2 years resulting in a
total annual debt service of $1,414,297. Cash flow (after debt service) is
$150,703, indicating a cash-on-cash rate of 11.1% on the cash downpayment of
$1,354,000. The marketing time was reported at 6 months. The sale reportedly did
not involve an exchange. This sale closed in August 1995, but was negotiated
several months prior.

In comparison to the subject, a downward adjustment is required for location,
although not as great as the adjustment made for Sale 1. The subject has
superior appeal, but due to the locational difference a downward adjustment of
15 percent is made. A 5 percent upward adjustment is required for market
conditions, that is, rents have moved upward over the past 1.5 years. A 5
percent upward size adjustment was since the subject is a smaller project. The
subject's average unit size is smaller, thus requiring a 10 percent downward
adjustment. In total, a 15 percent downward adjustment is made resulting in an
indicated subject value of $43,000 (rounded).

Apartment Sale Number 5, at $50,685 per unit, represents a nine building,
two-story, garden style complex of average quality. The project is located near
Highway 1 in the City of Santa Cruz. It is in a neighborhood of predominately
small bungalow single family homes built from 1930 to 1970; a new zero-lot line
SFR development is located directly across. There are 42 studio units with an
average size of 550 square feet; 60, 1br/1ba units @ 650 sf, and, 44, 2br/1ba
units of 750 sf. The rentable area is 95,100 square feet (avg. unit = 651).
There are no recreational amenities except for pool and common utility rooms.
Landscaping is extensive in some areas. One-half of


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the units are subsidized housing units. At time of sale, "market" rents were
$600 for studio, $750 for 1 bedrooms, and $850 for two bedrooms. The gross and
net incomes are estimates based on reported actual income per MLS listing
(#369018). According to assessor's office, some buildings had deferred
maintenance, however, the cost to repair is not known.

In comparison to the subject, a downward adjustment of 20 percent is required by
this comparable's superior location. No adjustment are required for average unit
size, quality and condition. Applying the 20 percent downward location
adjustment, results in an indicated subject unit value of $40,500 (rounded).

Apartment Sale Number 6, at $74,348 per unit, is located in west Santa Cruz off
Highway 1. This is a good quality walk-up garden design built in 1989. It is the
newest complex built in west Santa Cruz area. Amenities include a swimming pool
and carport parking. There are no other recreational facilities, although the
complex is within a short drive to beaches and three miles to Santa Cruz Beach &
Boardwalk (good tenant appeal). The buyer paid $300,000 in repairs and $175,000
commission, thus actual price was somewhat higher than reported above. The
property was never exposed to the open market. The higher than normal
capitalization rate is reflective of this and the extra cost to the buyer of
repairs and commission. There are 18, 1br/1ba units; 69, 2br/2ba units; and, 28,
2br/2.5 ba units. Market rents are about 3-5 % higher than actual.

In comparison to the subject, downward adjustments are required for age,
location, average unit size and size. We estimate these to be 40 percent. The
indicated subject value per unit from this sale is $44,500 (rounded).

Apartment Sale Number 7, at $51,200 per unit, represents an average to good
quality garden style apartment complex located in north Salinas. There are 23,
1 bedroom units and 37, 2 bedroom units. The 60 unit complex is smaller and
newer than the subject, however, it is very similar in location. The subject's
average unit size is significantly smaller, thus requiring a 10 percent downward
adjustment. In addition, adjusting this sale down by 20 percent for size and
effective age, and upward by 5 percent for improved market conditions since date
of sale results in an indicated subject value per unit of $38,500 (rounded).
Although this is a nearby comparable, because of its smaller size and older
sales date less emphasis was placed on it in the final analysis.

Apartment Sale Number 8, at $53,125 per unit, represents the sale of the
112-unit Cypress Landing Apartments in north Salinas. One of the last complexes
to have been built in Salinas, Cypress was completed in 1989. There are 12,
two-story buildings. Amenities include a pool, hot tub, weight room, tennis
court and recreation building. All units have patios or balconies,
refrigerators, R/O and dishwashers; some have fireplaces. There are 36, 1br/1ba
units; and, 76 2br/2ba units measuring between 955 to 985 square feet. Carport
and open parking. The average unit size is 899 square feet. Gross annual income
at time of sale was $925,740, and net operating income was $573,218, indicating
a cap rate of 9.69%.

Normally, a 1991 sale would not be used as part of a primary sales analysis. In
this case, given the scarcity of large apartment sales in Salinas, it has been
used.


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No adjustment is required for location. Cypress is newer than the subject, and
has superior appeal. It is also smaller, and has a significantly higher average
unit size. A 35 percent downward adjustment is reasonable for these factors. On
the other hand, an upward adjustment of 5 percent is made for improved market
conditions since late 1991. On balance, a negative 30 percent adjustment is
applied indicating a subject unit value of $37,000 (rounded).

Sales Comparison Approach Summary & Conclusion

The sales analyzed in the sales comparison approach range in size from 60 to 331
spaces, and in unadjusted price from $50,634 to $74,387 per unit. After
adjustment, the sales indicated the following range of value:

Sale 1    Sale 2      Sale 3      Sale 4     Sale 5       Sale 6      Sale 7
- ------    ------      ------      ------     ------       ------      ------
$44,000   $41,000     $42,000     $43,000    $40,500      $44,500     $38,500

          Sale 8
          ------
          $37,000

For one reason or another, the sales are not highly similar. They do, however,
provide a reasonably narrow range of potential subject value. The sales
consistently group around $40,000. As such, the subject's indicated per unit
value is $40,000, or $8,720,000, as outlined below.

- --------------------------------------------------------------------------------
              218 units   x     $40,000/unit =      $8,720,000
- --------------------------------------------------------------------------------

Check for Reasonableness: Based on a market value of $8,720,000, the subject
property would have the following unit of comparison indicators:

              Price Per Rentable SF:   $59.17
              Price Per Room:          $12,213
              GIM:                      5.82

Price Per Rentable SF: The range of the comparables is $59.11 to $85.17.
Although at the lower end, the indicated $59.17 per square foot value is
supported within the range.

Price Per Room: The range of the comparables is $14,157 to $19,344; most are in
the $14,000 to $16,000 range. The subject is below the lower end. As such, the
price per room method does not supports the above estimate.

GIM: The subject has a high expense ratio (in comparison to gross income) which
should be considered in selecting the appropriate GIM. The range of the
comparables is 6.01 to 7.83; most range from 6.01 to 6.8. At 5.82, the subject
is supported by the sales when considering its higher expense ratio. The best
overall comparable is Sale 4, in part due to size and similar income and expense
levels. Consequently, it is our opinion that the above value estimate is
adequately supported by the GIM technique.


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Two of the three sales comparison unit-of-comparison indicators support the per
unit value conclusion. The most important of the three -- GIM -- supports the
conclusion, therefore we have concluded the following Sales Comparison Method
value:

CONCLUSION: $8,720,000


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RECONCILIATION OF THE VALUE ESTIMATES

The market value of the subject property has been estimated by two of the three
traditional appraisal approaches. The indications given by each are summarized
as follows:

- --------------------------------------------------------------------------------
             Income Approach              $8,150,000
             Sales Comparison Approach    $8,720,000
- --------------------------------------------------------------------------------

In order to determine our final opinion of value, the reliability and relevance
of each value based upon the quality of data collected, and the applicability of
the assumptions underlying each approach was considered.

The cost approach was not used in this appraisal. Although it may have some
relevancy, it is not a primary valuation method.

The Sales Comparison Approach is a more accurate method than the Cost Approach,
but is flawed to some degree by the limited number of comparable sales in the
Salinas area. The sales that were available, however, provided consistent
support.

The Income Capitalization Approach is the better of the two methods, but is also
flawed to some degree by the lack of recent sales in Salinas. The sales provided
a strong central tendency in indicating that capitalization rates are within a
range of 8.0 to 9.5 percent; however, market conditions are improving and
capitalization rates may be decreasing. Without recent empirical data in
Salinas, however, it is difficult to pinpoint a specific rate for the subject
property. Still, most weight has been given to the Income Approach in concluding
a final value estimate.

STATEMENT OF VALUE

Based on the foregoing analysis, the value of the subject property, as of
September 28, 1996, is estimated as follows:

            EIGHT MILLION THREE HUNDRED THOUSAND DOLLARS ($8,300,000)


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MARKETING PERIOD
================================================================================

The sales marketing time is the time that it should take to market and sell the
property in its "as is" condition as of the date of the appraisal. This should
not be confused with exposure time which is the amount of time necessary to
expose a property to the open market in order to achieve a sale.

Marketing time is a forward estimate of the amount of time necessary to expose a
property on the open market in order to achieve a sale from the effective date
of the appraisal.

Indications of the marketing times associated with the "as is" market value
estimates are provided by the marketing time of sale comparables, and interviews
with participants in the market. The sales marketing period is a period of time
that is reasonable in light of a given property's characteristics and market
conditions, based on certain assumptions. To our knowledge, there have been no
sales the size of the subject in the Northern Monterey County market area over
the past year. Sales from other parts of Northern California indicate that the
marketing time would be less than 6 months.

Apartment sales that have taken place over the past 24 months indicate that
marketing times rarely exceed 6 months, and usually fall between 1 to 6 months.
The length of time is not only a function of physical and locational
characteristics, but the marketing and pricing. Based on the subject
characteristics and assuming a list price close to the estimated market value,
marketing time is estimated at 2-5 months.

EXPOSURE PERIOD
================================================================================

USPAP requires that an estimate of reasonable exposure time be made in the
performance of an appraisal where the value being sought is "as-is".

In the USPAP, the Comment to Standards Rule 1-2(b) states:

When estimating market value, the appraiser should be specific as to the
estimate of exposure time linked to the value estimate.

The Comments to Standard Rules 2-2(a)(v) and 2-2(b)(v) state:

 ...Defining the value to be estimated requires both an appropriately referenced
definition and any comments needed to clearly indicate to the reader how the
definition is being applied [See Standards Rule 1 -2(b)]...

The Statement issued by the Appraisal Standards Board is as follows:

Reasonable exposure time is one of a series of conditions in most market value
definitions. Exposure time is always presumed to precede the effective date of
the appraisal.


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Exposure time may be defined as follows: The estimated length of time the
property interest being appraised would have been offered on the market prior to
the hypothetical consummation of a sale at market value on the effective date of
the appraisal; a retrospective estimate based upon an analysis of past events
assuming a competitive and open market.

Exposure time is different for various types of real estate and under various
market conditions. It is noted that the overall concept of reasonable exposure
encompasses not only adequate, sufficient and reasonable time but also adequate,
sufficient and reasonable effort. This statement focuses on that time component.

The fact that exposure time is always presumed to occur prior to the effective
date of the appraisal is substantiated by related facts in the appraisal
process: supply/demand conditions as of the effective date of the appraisal; the
use of current cost information; the analysis of historical sales information
(sold after exposure and after completion of negotiations between the seller and
buyer); and the analysis of future income expectancy estimated from the
effective date of the appraisal.

Since there are few comparable properties to the subject that have sold in this
market area, estimating exposure time is based more on discussions with
knowledgeable real estate professionals. All of the sales with known marketing
times took less than 6 months.

The exposure time period assumes that the subject is appropriately priced and
marketed. Obviously, a list price that is significantly higher than what the
property is worth will result in a longer than typical marketing period.
Although it could be sooner or later, our best estimate of an exposure period
(based on our appraised value) is 4 months.

ALLOCATION OF FURNITURE, FIXTURES AND EQUIPMENT
================================================================================

For the most part, apartment in the subject region do not require significant
furniture, fixtures or equipment as part of the ongoing operation of the
property. In the case of the subject, FF&E is minimal and contributes only a
nominal value to the overall property worth. Personal property items observed on
the premises include pool equipment, furniture in the recreation/clubhouse,
office furniture and equipment (e.g., computer/printer) carts, supplies, etc.

The market value of the above is estimated at less than $20,000. Some of the
personal property items such as the computer and copier (i.e., office equipment)
would be removed upon sale. All of the comparables had similar amounts of
personal property items that were included in the sale, thus there is no need
for an adjustment.

Although not as management intensive as a hotel, apartments require management
expertise that technically creates some (minor) going-concern value. In valuing
the subject, any going-concern/goodwill has effectively been removed by
deducting an offsite professional management fee. The net incomes estimated from
each sale comparable also had offsite management fees


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Heather Plaza Apartments, Salinas CA

deducted. It is assumed that the subject will continue to operate under
professional management.

In conclusion, the estimated market value of the subject is of the real estate
only; FF&E (personal property) is nominal and any going-concern/goodwill value
would have been removed in the deduction of an offsite professional management
fee.


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ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

The estimate of value contained herein is based upon and subject to the
following assumptions and qualifying conditions, to which the addressee shall be
deeded to consent by acceptance hereof:

It is assumed that merchantable fee simple title, free of encumbrance, is vested
in the owner of record. It is recognized that a potential purchaser would likely
consider the effect of value through consideration of the maximum conventional
financing available for the property type as of the date of value.

It is assumed that the property is subject to lawful, competent and informed
ownership and management. It is also assumed that all financial information on
the business operation is correct; errors or misstatements may have a material
impact on the appraised value. We reserve the right to make changes if such
errors or misstatements were later discovered.

It is assumed that the information supplied by the addressee as to the parcel or
parcels of real estate is correct and complete, including the legal description
as it appears in this report. The appraisers assume no responsibility for
matters of legal nature affecting the property or the title thereto, nor does
the appraisers render any opinion as to title. No attempt has been made to
render an opinion of or status of easements that may exist.

It is understood that exhibits included in this report are solely for the
purpose of assisting the reader to visualize or understand its content and are
not intended to be exact in scale or detail. It is understood that no survey has
been made to render an opinion of or status of easements that may exist.

It is understood that material contained herein which is stated to be or is
obviously furnished by others is believed to reliable but has not been verified
except as specifically stated. Such information is believed to be true and
correct; however, no responsibility for accuracy can be assumed by the
appraisers.

We are not required to give testimony or appear in court because of having made
this appraisal, with reference to the property in question, unless arrangements
have been previously; made therefor.

The distribution of the total valuation in this report between land and
improvements applies only under the existing program of utilization. The
separate valuations of land and building must not be used in conjunction with
any other appraisal and are invalid if so used.

If this appraisal contains a valuation relating to a geographical portion of a
large parcel or tract or real estate, the value reported for such geographical
portion relates to such portion only and should not be construed as applying
with equal validity to other portions of the larger parcel or tract, and the
value of all geographical portion may or may not equal the value to the entire
parcel or tract considered as an entity.

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We assume that there are no hidden or unapparent conditions of the property,
subsoil or structures which would render it more or less valuable. We assume no
responsibility for such conditions or for engineering which might be required to
discover such factors. The appraisers assume the mechanical equipment to be in
good working order unless expressed otherwise.

Unless otherwise stated in this report, the existence of hazardous materials,
which may not be present on the property, was not observed by the appraisers.
The appraisers have no knowledge of the existence of such materials on or in the
property. The appraisers, however, are not qualified to detect such substances.
The presence of substances such as asbestos, urea-formaldehyde foam insulation,
or other potentially hazardous materials may affect the value of the property.
The value estimate is predicated on the assumption that there is no such
material on or in the property that would cause a loss in value. No
responsibility is assumed for any such conditions, or for any expertise or
engineering knowledge required to discover them. The client is urged to retain
an expert in this field, if desired.

All information and comments concerning the location, neighborhood, trends,
construction quality and costs, loss in value from whatever cause, condition,
rents, or any other data of the property appraised herein represent the
estimates and opinions of the appraisers formed after an examination and study
of the property.

While it is believed the information, estimated and analysis given and the
opinions and conclusions drawn therefrom are correct, the appraisers do not
guarantee them and assumes no liability for any errors in fact in analysis or in
judgment.

Disclosure of the contents of this appraisal report (especially any conclusions
as to value), the identity of the appraisers or the firm with which they are
connected, or any reference to the Appraisal Institute, or the SRPA/MAI
designations shall not be disseminated to the public through advertising media,
public relations media, news media, sales media, or any other public means of
communication without the prior written consent and approval of the undersigned

The appraisers are considered the owner of the report, and delivery of same has
been to addressee only for his specific intended real estate decision.

Certain forms, formatting and techniques contained herein are private property
and proprietary in nature. As such, they are protected under state and federal
laws covering trademarks, copyrighting, etc. Copying or re-use is strictly
prohibited without expressed written consent.

Certain information contained herein is considered "not for public knowledge"
and is provided herein "under strictest confidence." Said information shall be
used only in connection with the business decision as specifically described in
the function of the


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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Heather Plaza Apartments, Salinas CA

appraisal. No other use of any information contained herein is permitted. Said
information shall not be re- used, shared, disclosed, etc., except in accordance
with the certification, limiting conditions, function and purposes as contained
herein. Any deviation from the above may subject the user to additional legal
action for invasion of privacy.

Acceptance and use of this report constitutes specific and implied consent to
all condition, limitations, etc. Further, the client shall hold harmless the
appraisers for any unpermitted use or action resulting from such use.

On appraisals subject to satisfactory completion of repairs, alterations, or new
construction, the appraisal report and value conclusions are contingent upon
completion of the improvements in a timely and workmanlike manner, and as of the
effective date of the appraisal.

Any projections in income and expenses in this report are not predictions of the
future. Instead, they are an estimate of current thinking of market participants
of what future income and expenses will be. No warranty or representation is
made that these projections will materialized.

This appraisal was prepared for Home Savings as client to be used in lending
decisions or any related business pertaining to its interest in the appraised
property. If an informational copy has been provided to the owner it should not
be utilized for other functions.

The Americans with Disabilities Act (ADA) became effective January 26, 1992. The
appraiser has not made a specific compliance survey and analysis of this
property to determine whether or not it is in conformity with the various
detailed requirements of the ADA.


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
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Heather Plaza Apartments, Salinas CA

CERTIFICATION OF APPRAISAL
================================================================================

I certify that, to the best of my knowledge and belief:

1. The statements of fact contained in this report are true and correct.

2. The reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions, and are our personal, unbiased
professional analyses, opinions and conclusions.

3. I have no present or prospective interest in the property that is the subject
of this report, and we have no personal interest or bias with respect to the
parties involved.

4. My compensation is not contingent upon the reporting of a predetermined value
or direction in value that favors the cause of the client, the amount of the
value estimate, the attainment of a stipulated result, or the occurrence of a
subsequent event.

5. The analyses, opinions and conclusions were developed, and, this report has
been prepared, in conformity with Title XI of the Federal Financial Institutions
Reform, Recovery, and Enforcement Act of 1989 (FIRREA) and its regulations, as
well as the Code of Professional Ethics and Standards of the Professional
Conduct of the Appraisal Institute and the Uniform Standards of Professional
Appraisal Practice (USPAP) of the Appraisal Foundation and the Appraisal
Institute.

6. Robert Saia and James Barcells, SRA have made a personal inspection of the
property. Mr. Sam's General Certificate from the State of California is valid
and in good standing as of the appraisal date.

7. No one other than the undersigned prepared the analyses, conclusions, and
opinions concerning real estate that are set forth in this appraisal report. It
should be noted that James Barcells helped with the preparation of the report.

8. The use of this report is subject to the requirements of the Appraisal
Institute relating to review by its duly authorized representatives.

9. Members of the Appraisal Institute are required to meet certain continuing
education requirements. As of the date of this report, Mr. Saia have completed
the requirements of the of the Appraisal Institute.


/s/ Robert S. Saia, MAI
OREA Cert. #AG003191


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
                                                                              68
<PAGE>

Heather Plaza Apartments, Salinas CA

                                  - ADDENDA --


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
<PAGE>

Heather Plaza Apartments, Salinas CA

                         PHOTOGRAPHS OF SUBJECT PROPERTY

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Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
<PAGE>

Heather Plaza Apartments, Salinas CA

                         PHOTOGRAPHS OF SUBJECT PROPERTY

                                 [PHOTO OMITTED]

                                 [PHOTO OMITTED]


Robert Saia, MAI & Associates, 313 Avalon Avenue, Santa Cruz, CA (408) 458-9095
<PAGE>

                              REGIONAL LOCATION MAP

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<PAGE>

                            NEIGHBORHOOD LOCATION MAP

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<PAGE>

                                   ZONING MAP

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<PAGE>

                                    PLAT MAP

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<PAGE>

                               RENTAL LOCATION MAP

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<PAGE>

                          COMPARABLE SALES LOCATION MAP

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<PAGE>

                     COMPARABLE SALES LOCATION MAP SAN JOSE

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<PAGE>

                    COMPARABLE SALES LOCATION MAP SANTA CRUZ

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<PAGE>

                             APARTMENT SALE NUMBER 1

Project Name:                        Willow Garden Apartments

Location:                            1750 Stokes Street, San Jose

Assessor's Parcel No.:               284-24-008

Grantor:                             Marie Helen Pejcha Trust

Grantee:                             Willow Gardens Ltd.

Rec. Doc. #:                         #13330744

Sales Date:                          June 14, 1996

Sales Price:                         $13,650,000

No. of Units:                        186

Condition/Quality:                   Average/average

Site Area:                           6.40 acres (29.06 du/ac)

Year Built:                          1971

- --------------------------------------------------------------------------------
Value Indicators:                    Price/Unit: $73,487    Price/Room: $17,773
                                     GIM: 7.04              Price/RSF: $85.17
- --------------------------------------------------------------------------------

Stabilized NOI Est.:                 $1,165,752

- --------------------------------------------------------------------------------
OAR:                                 8.54%
- --------------------------------------------------------------------------------

Occupancy:                           99.0% (1 unit vacant @ time of sale)

Financing:                           see comments below

Comments:                            Average quality garden style two-story
walk-up built in 1971. Average condition and appeal. There are 162, two
bedroom/two bath units, and 24, three bedroom/2 bath units. Gross rentable area
is 163,740 sf. Zoning is R-4, high density. Located in area of apartments,
condominiums and single family homes (middle income) with commercial/retail
along major arterials. Centrally-located, close to shopping, schools, employment
and freeway access. Financing terms consisted of $10,600,000 first, and a seller
second of $1,275,000 @ 8%, 2 yrs. The buyer put down $1,775,000. The
<PAGE>

market income is estimated at $2,170,200 and the actual was $1,940,052 at time
of sale. The market derived GIM is 6.29, and the market derived OAR is 9.06%
(actual OAR = 8.54%). Under San Jose Rent Control Ordinance which limits annual
rent increases to 8 percent.

Source/Confirmation: various, including public records, inspection, Comps Inc.,
Stan Jones Marcus & Millichap.

                                 [PHOTO OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 2

Project Name:                        Ocean Terrace

Location:                            1630 Merrill Street, Santa Cruz

Assessor's Parcel No.:               027-274-41

Grantor:                             Santa Cruz Central Investments

Grantee:                             D&M Piterman

Rec. Doc. #:                         #8760321

Sales Date:                          July 12, 1996

Sales Price:                         $6,300,000

No. of Units:                        100

Condition/Quality:                   Average+/Average+

Site Area:                           2.7 acres (37 un/ac)

Year Built:                          1972

- --------------------------------------------------------------------------------
Value Indicators:                    Price/Unit: $63,000    Price/Room: $16,406
                                     GIM :6.5               Price/RSF: $78.04
- --------------------------------------------------------------------------------

Stabilized NOI Est.:                 $543,984

- --------------------------------------------------------------------------------
OAR:                                 8.6%
- --------------------------------------------------------------------------------

Occupancy:                           100% (0 unit vacant @ time of sale)

Financing:                           New First from Home Savings (see   below)

Comments:                            100 unit garden style two-story walk-up
built in 1972. It is located in an unincorporated area of Santa Cruz County one
mile from the city limits of Santa Cruz and two miles north of Capitola Village,
a seaside tourist area. The neighborhood is predominately average quality single
family and apartments with scattering of mobilehome parks and small
retail/shopping centers. The ocean is approximately one-half mile south.
Amenities include a pool, sauna, three laundry rooms,
<PAGE>

on-site manager's office, and exercise room. There are six buildings on the 2.7
acre site. Construction is wood frame and wood siding and stucco. Roofs are flat
tar and gravel. Parking is 130 spaces. All units feature AEK kitchens including
dishwashers, refrigerators, garbage disposals and R/O's. There are 32, 1br/1ba
units containing 624 sf; 40, 2br/1ba units measuring 860 sf, 12 units are
2br/1.5 ba @ 923 sf, and, 16 are 3br/2ba units @ 955 square feet. Market rents
range from $680-695 for the 1br units to $955-$980 for the 3br units. The 2 br
units range from $780 to $855. Based on market rents, the monthly gross rental
income is $79,950. Laundry income is $1,125 per month. The actual income for
January 1996 was $77,480, or 3% below market. Based on market rental income and
laundry income, gross annual income is projected (over next 12 months) at
$972,900. Deducting 4 percent for vacancy and collection loss, results in EGI of
$933,984. Expenses estimated by seller are approximately $390,000 (including
reserves), resulting in a NOI of $543,984 and a cap rate of 8.6 percent. The
Home Savings first loan has an estimated annual debt service of $416,044,
yielding cash flow of $127,939 and a cash-on-cash rate of 8.1%. reportedly, the
property was purchased by the seller in 1985 at $5,200,000 (unconfirmed).

Source/Confirmation: Home Savings of America, South Bay Equities

                                 [PHOTO OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 3

Project Name:                            Fox Creek Village

Location:                                196 W. Alvin Road, Salinas

Assessor's Parcel No.:                   261-631-010

Grantor:                                 Sollecito

Grantee:                                 Fox Creek Partners

Rec. Doc. #:                             Reel 3151 pg 1419

Sales Date:                              September 24, 1994

Sales Price:                             $9,350,000

No. of Units:                            168

Condition/Quality:                       Good/Good

Site Area:                               7.84 acres (21.43 du/ac)

Year Built:                              1986

- --------------------------------------------------------------------------------
Value Indicators:                        Price/Unit: $55,655 Price/Room: $15,688
                                         GIM: 6.8            Price/RSF: $66.31
- --------------------------------------------------------------------------------

Stabilized NOI Est.:                     $850,850

- --------------------------------------------------------------------------------
OAR:                                     9.1%
- --------------------------------------------------------------------------------

Occupancy:                               96.5%

Financing:                               New loan through Bank of America

Comments:                                Well-located in north Salinas near
schools and shopping. Fox Creek consists of 76, 1br/1ba units measuring 708 sf;
24, 2br/1ba units @ 875 sf and, 68, 2br/1ba units @ 986 sf. 36 units have wood
burning fireplaces. Units include patios or balconies, refrigerators,
microwaves, dishwashers, disposals, and laundry hook-ups. Amenities include a
pool, tennis court, and recreation room. Financing terms were not available,
although there was a first made by Bank of America at market rate and terms.
Assuming normal downpayment and market interest rate at time of sale, cash-on-
<PAGE>

cash is estimated at 9.87%. No rent control. Vacancy at time of sale was
reported at 3.5 percent. One covered parking space plus open parking.
Garden-design walk-up.

Source/Confirmation: various, including public records, inspection, etc.

                                 [PHOTO OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 4

Project Name:                            Kingdale Oaks

Location:                                1919 Fruitdale Avenue, San Jose

Assessor's Parcel No.:                   282-40-022,023

Grantor:                                 Marie Helen Pejcha Trust

Grantee:                                 Tod & Catherine Spieker

Rec. Doc. #:                             #12983233

Sales Date:                              August 15, 1996

Sales Price:                             $16,760,000

No. of Units:                            331

Condition/Quality:                       Average/Average

Site Area:                               11.76 acres (28.15/un per ac)

Year Built:                              1970

- --------------------------------------------------------------------------------
Value Indicators:                        Price/Unit: $50,634 Price/Room: $16,878
                                         GIM: 6.01           Price/RSF: $66.22
- --------------------------------------------------------------------------------

Stabilized NOI Est.:                     $1,565,000

- --------------------------------------------------------------------------------
OAR:                                     9.3%
- --------------------------------------------------------------------------------

Occupancy:                               95.62% (14 units vacant @ time of
sale)

Financing:                               See Comments Below

Comments:                                Located south of Freeway 280 near San
Jose City Community College within single family and apartment neighborhood.
Close to shopping, schools and freeway access. Zoned R24 and R4 (high density
residential). Under San Jose Rent Control Ordinance. Average quality, wood frame
and stucco buildings (flat T&G roofs) built in 1964 and 1970. There are 36,
studios; 264 1br/1ba units; 20, 2br/1ba units; 5, 3br/2ba, and, 6 2br/2ba units.
Amenities include 2 heated pools, poolside grills, laundry rooms, recreation
room, and volleyball. Elevator served. Units have either balcony or
<PAGE>

patio and are separately metered. Average condition. 1.5 parking spaces per unit
(166 open spaces and 331 carport). According to selling broker Bruce Hermann
with Marcus & Millichap, gross scheduled actual income at time of sale was
$2,787,000. Actual vacancy (and stabilized vacancy) was 4.38%. Factoring-in
taxes at market (per Prop 13), total expenses were reported at approximately
$1,100,000. Net operating income is estimated at $1,565,000. Financing consisted
of a 1st from St.Paul Federal Bank of $14,850,000 (VIR) 8%, 25-yr amortization
and a seller second of $556,000 @ 7%, 2 years resulting in a total annual debt
service of $1,414,297. Cash flow (after debt service) is $150,703, indicating a
cash-on-cash rate of 11.1% on the cash downpayment of $1,354,000. The marketing
time was reported at 6 months. The sale reportedly did not involve an exchange.

Source/Confirmation: Marcus & Millichap (415)494-8900

                                 [PHOTO OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 5

Project Name:                            Hidden Creek Apartments

Location:                                200 Button Street, Santa Cruz

Assessor's Parcel No.:                   008-202-026

Grantee:                                 Hidden Creek

Rec. Doc. #:                             #5547479

Sales Date:                              July 24, 1994

Sales Price:                             $7,400,000

No. of Units:                            146

Condition/Quality:                       Avg/Avg

Site Area:                               3.8 acres (37 du/ac)

Year Built:                              1973

- --------------------------------------------------------------------------------
Value Indicators:                        Price/Unit: $50,685 Price/Room: $16,818
                                         GIM: 6.78           Price/RSF: $77.81
- --------------------------------------------------------------------------------

Stabilized NOI Est.:                     $710,400

- --------------------------------------------------------------------------------
OAR:                                     9.6%
- --------------------------------------------------------------------------------

Occupancy:                               98% (est)

Financing:                               Not available

Comments:                                Nine two-story buildings, garden style,
complex of average quality. Located near Highway 1 in City of Santa Cruz.
located in neighborhood of predominately small bungalow single family homes
built from 1930 to 1970; a new zero-lot line SFR development is located directly
across. There are 42 studio units with an average size of 550 square feet; 60,
1br/1ba units @ 650 sf, and, 44, 2br/1ba units of 750 sf The rentable area is
95,100 square feet (avg unit = 651).There are no recreational amenities except
for pool and common utility rooms. Landscaping is extensive in some areas.
One-half of the units are subsidized housing units. At time of sale, "market"
rents were $600 for studio, $750 for 1 bedrooms, and $850 for two bedrooms. The
gross and
<PAGE>

net incomes are estimates based on reported actual income per MLS listing
(#369018). According to assessor's office, some buildings had deferred
maintenance, however, cost to repair are not known.

Source/Confirmation: various, including public records, assessor, MLS

                                 [PHOTO OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 6

Project Name:                            North Bay Apartments

Location:                                41 Grandview Street, Santa Cruz

Assessor's Parcel No.:                   002-051-65

Grantor:                                 EQR Northbay Chicago Inc.

Grantee:                                 Sequoia Equities

Rec. Doc. #:                             #7770608

Sales Date:                              December 1995

Sales Price:                             $8,550,000

No. of Units:                            115

Condition/Quality:                       Good/Good

Site Area:                               5.17 (22.2 du/ac)

Year Built:                              1989

- --------------------------------------------------------------------------------
Value Indicators:                        Price/Unit: $74,348 Price/Room: $19,344
                                         GIM: 6.11           Price/RSF: $81.88
- --------------------------------------------------------------------------------

Stabilized NOI Est.:                     $867,825

- --------------------------------------------------------------------------------
OAR:                                     10.15%
- --------------------------------------------------------------------------------

Occupancy:                               100% (no vacancy at time of sale)

Financing:                               $2,425,000 down, $6,300,000 first
(see below)

Comments:                                Good quality walk-up garden design
built in 1989. Newest complex built in west Santa Cruz area. Located off
Highway 1 (Mission Street) in area of single family and apartments/condos. Above
average to good location. Buyer paid $300,000 in repairs and $175,000
commission, thus actual price was somewhat higher than reported above. The
property was never exposed to the open market. The higher than normal
capitalization rate is reflective of this and the extra cost to the buyer of
repairs and
<PAGE>

commission. There are 18, 1br/1ba units; 69, 2br/2ba units; and, 28, 2br/2.5 ba
units. Market rents are about 3-5 % higher than actual. Amenities include a
swimming pool and carport parking. No other recreational facilities, although
the complex is within a short drive to beaches and three miles to Santa Cruz
Beach & Boardwalk. Overall good tenant appeal.

Source/Confirmation: various, including public records, broker

                                 [PHOTO OMITTED]
<PAGE>

                                 [PHOTO OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 7

Location:                                2186-2198 Brutus Street, Salinas

Assessor's Parcel No.:                   253-081-015

Grantee:                                 Tom Favazza

Rec. Doc. #:                             #35062

Sales Date:                              May 26, 1993

Sales Price:                             $3,072,000

No. of Units:                            60

Condition/Quality:                       Good/Good

Site Area:                               1.8+/- ac (33 du ac)

Year Built:                              1988+/-

- --------------------------------------------------------------------------------
Value Indicators:                        Price/Unit: $51,200 Price/Room: $14,157
                                         GIM: 7.83           Price/RSF: $61.46
- --------------------------------------------------------------------------------

Stabilized NOI Est.:                     $242,445

- --------------------------------------------------------------------------------
OAR:                                     7.9%
- --------------------------------------------------------------------------------

Occupancy:                               Not available

Financing:                               Not available

Comments:                                Average to good garden style complex
located off N. Main Street in north Salinas. Close to shopping, schools, and
freeway access. There are 23, 1br/1ba units, and 37 2br/2a units. Total rentable
area is 49,980 sf. Average unit size is 833 sf Market income at time of sale was
estimated at $392,445. Vacancy and expenses were estimated at $150,000,
resulting in an estimated NOI of $242,445 (7.9% cap rate).

Source/Confirmation: public records, damar
<PAGE>

                                 [PHOTO OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 8

Project Name:                            Cypress Landing Apartments

Location:                                552 Rico Street, Salinas

Assessor's Parcel No.:                   261-201-018

Grantee:                                 William Lewis

Rec. Doc. #:                             Reel 2692 pg: 0774

Sales Date:                              November 1991

Sales Price:                             $5,950,000

No. of Units:                            112

Condition/Quality:                       Good/Good

Site Area:                               6 acres (18. 7du/ac)

Year Built:                              1989

- --------------------------------------------------------------------------------
Value Indicators:                        Price/Unit: $53,125 Price/Room: $14,442
                                         GIM: 6.4            Price/RSF: $59.11
- --------------------------------------------------------------------------------

Stabilized NOI Est.:                     $573,218

- --------------------------------------------------------------------------------
OAR:                                     9.69%
- --------------------------------------------------------------------------------

Occupancy:                               2.7% ( 3 units vacant @ time of
sale)

Financing:                               AU cash to seller

Comments:                                Two story, garden style apartment
complex of good quality and condition, built in 1989. One of the last apartment
complexes to have been built in the north Salinas area. Close to shopping,
schools and freeway access. 12, two-story buildings. Amenities include pool, hot
tub, weight room, tennis court and recreation building. AU units have patios or
balconies, refrigerators, R/O and dishwashers; same have fireplaces. There are
36, 1br/1ba units; and, 76 2br/2ba units measuring between 955 to 985 square
feet. Carport and open parking. No rent control. 899 sf average unit size.
<PAGE>

                                 SKETCH ADDENDUM

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<PAGE>

09/28/96                LINCOLN RESIDENTIAL MGMT SERVICES                 Page 1

 2:17 pm                    Heather Plaza Apartments                    ID 3.6.1

                                    All Units

<TABLE>
<CAPTION>
= Unit Profile =  = Scheduled vs Actual Rent =  ===================  = Moved   = Current Lease ==  Security  YNAD
I.D.  Type  SqFt  Amount  /SqFt  Amount  /SqFt  Current Lease           In     Begin    End        Deposit   Stat
====  ====  ====  ======  =====  ======  =====  ===================  ========  ==================  ========  ====
<S>   <C>   <C>   <C>     <C>    <C>     <C>    <C>                  <C>       <C>       <C>        <C>      <C> 
  1E  D1.1  900   775.00  0.861  712.00  0.791  Hernandez, Margarit  03/15/93            11/01/95   375.00   Y --
  1N  D.1   900   775.00  0.861  750.00  0.833  Mc Cune, Sam & Donn  07/01/93                       300.00   Y --
  1S  D.1   900   775.00  0.861  710.00  0.789  Sides, Patricia      11/15/92            06/25/96   410.00   Y --
  1W  D.1   900   775.00  0.861  775.00  0.861  Acosta, Raul         07/23/94  06/01/96  01/31/97   520.00   Y --
  2E  B.2   850   695.00  0.818  725.00  0.853  Culver, Mattie       09/23/96  09/23/96  10/22/97   410.00   Y --
  2N  B.2   850   695.00  0.818  675.00  0.794  Gonzales, Erik       01/01/96  01/01/96  09/30/96   410.00   Y --
  2S  B.2   850   695.00  0.818  675.00  0.794  Cital, Juan A        02/15/96  02/15/96  08/14/96   410.00   Y --
  2W  B.2   850   695.00  0.818  625.00  0.735  Padilla, Gilbert &   04/14/95  06/01/96  04/30/97   439.00   Y --
  3E  B.1   850   695.00  0.818  725.00  0.853  Garcia, Kathy        07/02/96  07/03/96  02/02/97   445.00   Y --
  3N  B.1   850   695.00  0.818  675.00  0.794  Steigler, Don        08/17/95  08/20/95  05/19/96   445.00   Y --
  3S  B.1   850   695.00  0.818  695.00  0.818  Smith, Robert J      07/10/96  07/10/96  02/09/97   445.00   Y --
  3W  B.1   850   695.00  0.818  650.00  0.765  Painter, Teddie      08/15/92  09/16/95  09/15/96   375.00   Y --
  4E  B.2   850   695.00  0.818  675.00  0.794  Nunez, Lionso        04/19/96  04/19/96  04/18/97   645.00   Y --
  4N  B.2   850   695.00  0.818    0.00  0.000  VACANT                                   09/20/96     0.00   N VA
  4S  B1.2  850   695.00  0.818  625.00  0.735  Murillo, Tracy       09/01/93                       229.00   Y --
  4W  B.2   850   695.00  0.818  695.00  0.818  Garcia, Pablo        05/16/96  05/16/96  05/15/97   785.00   Y --
  5E  B.1   850   695.00  0.818  630.00  0.741  Gonzalez, Maryann    11/11/91                       375.00   Y --
  5N  A.1   616   550.00  0.893  550.00  0.893  Delgadillo, Miguel   04/27/96  04/27/96  04/26/97   410.00   Y --
  5S  B.1   850   695.00  0.818  645.00  0.759  Barrera, Kimberly    01/06/95  06/01/96  05/31/97   410.00   Y --
  5W  A1.1  616   550.00  0.893  515.00  0.836  Gomez, Lilly         06/03/95  06/01/96  10/31/96   410.00   Y --
  6E  B.2   850   695.00  0.818  625.00  0.735  Espinoza-Pimentel,   07/01/95  07/01/96  06/30/97   323.00   Y --
  6N  A.2   616   550.00  0.893  525.00  0.852  Spraggins, Tena Mar  10/26/95  09/11/96  04/10/97   645.00   Y --
  6S  B.2   850   695.00  0.818  695.00  0.818  Banuelos, Estaban    06/21/96  06/21/96  07/20/97   785.00   Y --
  6W  A.2   616   550.00  0.893    0.00  0.000  VACANT                                   05/29/96     0.00   D VA
  7E  B.1   850   695.00  0.818  650.00  0.765  Haynes, Vicky        11/02/89                       410.00   Y --
  7N  A.1   616   550.00  0.893  525.00  0.852  Guerrero, Isaias     07/15/95  07/15/95  04/14/96   410.00   Y --
  7S  B.1   850   695.00  0.818  650.00  0.765  Perez, Ogilvie       12/02/94  06/01/96  05/31/97   410.00   Y --
  7W  A.1   616   550.00  0.893  535.00  0.869  Fauver, Kenneth      11/17/95  11/17/95  06/16/96   610.00   Y --
  8E  B.2   850   695.00  0.818  675.00  0.794  Smith, Wayne         12/01/95  12/01/95  08/31/96   820.00   Y --
  8N  A.2   616   550.00  0.893  475.00  0.771  Wanis, Ramiz         01/15/92  06/23/95  06/22/96   375.00   Y --
  8S  B.2   850   695.00  0.818  575.00  0.676  Moore, Kevin         07/11/88  11/01/95  10/31/96   375.00   Y --
  8W  A.2   616   550.00  0.893  550.00  0.893  Villegas, Daniel     08/07/96  08/09/96  02/28/97   410.00   Y --
  9E  A.1   616   550.00  0.893  520.00  0.844  Mendoza, Jose        08/01/94  09/05/96  04/04/97   445.00   Y --
  9N  A.1   616   550.00  0.893  520.00  0.844  Flynn, Linda         05/01/94  09/14/96  04/13/97   410.00   Y --
  9S  A.1   616   550.00  0.893  550.00  0.893  Page 11, Daniel J.   01/15/94                       785.00   Y --
  9W  A.1   616   550.00  0.893  550.00  0.893  Miller, Evelyn K     03/14/96  03/14/96  09/13/96   410.00   Y --
 10E  A.2   616   550.00  0.893  515.00  0.836  Teraji, Roland       01/14/94  09/11/96  04/10/97   445.00   Y --
 10N  A.2   616   550.00  0.893  525.00  0.852  Escobar, Ana         01/01/96  01/01/96  12/31/96   410.00   Y --
 10S  A.2   616   550.00  0.893  520.00  0.844  Berlanga, Tina       06/01/94                       410.00   Y --
 10W  A.2   616   550.00  0.893  550.00  0.893  Matteucci, Devid     07/06/96  07/06/96  01/31/97   410.00   Y --
 11E  A1.1  616   550.00  0.893  550.00  0.893  Pasqueda, Sally      07/13/96  07/13/96  07/19/96   410.00   Y --
 11N  B.1   850   695.00  0.818  675.00  0.794  Flores, Tonya        11/07/95  11/06/95  11/05/96   820.00   Y --
 11S  A.1   616   550.00  0.893  550.00  0.893  Brown, Benjamin      08/30/96  08/30/96  03/29/97   410.00   Y --
 11W  A.1   616   550.00  0.893  505.00  0.820  Gardner,Kenneth      05/01/91  06/01/96  05/31/97   375.00   Y --
 12E  A.2   616   550.00  0.893  550.00  0.893  Nordin, Jerry        07/18/96  07/18/96  02/17/97   410.00   Y --
 12N  B.2   850   695.00  0.818  600.00  0.706  Patel, Kumar Panka   06/01/93  11/01/95  10/31/96   375.00   Y --
 12S  A.2   616   550.00  0.893    0.00  0.000  VACANT/PRELEASED                         09/23/96   100.00   N VL
 12W  A.2   616   550.00  0.893  500.00  0.812  Zendejas, Juan       08/27/93                       410.00   Y --
 13E  A.1   616   550.00  0.893  550.00  0.893  Silva, Emma          08/22/96  08/22/96  03/21/97   410.00   Y --
</TABLE>
<PAGE>

09/28/96                LINCOLN RESIDENTIAL MGMT SERVICES                 Page 2

 2:17 pm                    Heather Plaza Apartments                    ID 3.6.1

                                    All Units

<TABLE>
<CAPTION>
= Unit Profile =  = Scheduled vs Actual Rent =  ===================  = Moved   = Current Lease ==  Security  YNAD
I.D.  Type  SqFt  Amount  /SqFt  Amount  /SqFt  Current Lease           In     Begin    End        Deposit   Stat
====  ====  ====  ======  =====  ======  =====  ===================  ========  ==================  ========  ====
<S>   <C>   <C>   <C>     <C>    <C>     <C>    <C>                  <C>       <C>       <C>        <C>      <C> 
 13N  B.1   850   695.00  0.818  725.00  0.853  Molina, Sandra       09/01/96  09/01/96  03/13/97   410.00   Y --
 13S  A.1   616   550.00  0.893  550.00  0.893  Shots, Charles       07/13/96  07/13/96  02/12/97   695.00   Y --
 13W  A.1   616   550.00  0.893  520.00  0.844  Kidd, Gloria         11/16/94  11/16/94  05/31/95   410.00   Y --
 14E  A.2   616   550.00  0.893  550.00  0.893  Chavez, Stacy        10/21/95  06/01/96  01/31/97   610.00   Y --
 14N  B.2   850   695.00  0.818    0.00  0.000  VACANT                                   09/06/96     0.00   N VA
 14S  A.2   616   550.00  0.893  500.00  0.812  Cadelbert, Mark      09/01/93  06/26/95  06/25/96   410.00   Y --
 14W  A.2   616   550.00  0.893  550.00  0.893  Calderon, Carmen     09/21/96  09/21/96  04/15/97   445.00   Y --
 15E  A.1   616   550.00  0.893  495.00  0.804  Bacerra, Pedro       03/01/93            05/31/97   410.00   Y --
 15N  A.1   616   550.00  0.893  515.00  0.836  Henry, Guevara       10/04/91  06/01/96  01/31/97   375.00   Y --
 15S  A.1   616   550.00  0.893  500.00  0.812  Aguilar, Veronica    07/01/95  07/01/95  06/30/96   480.00   Y --
 15W  A.1   616   550.00  0.893  525.00  0.852  Guerr, Salvador      12/15/95  12/15/95  06/14/96   410.00   Y --
 16E  A.2   616   550.00  0.893  550.00  0.893  Nielsen, Dwight      09/21/96  09/21/96  04/20/97   695.00   Y --
 16N  A.2   616   550.00  0.893  520.00  0.844  Zodiacal, Kathy      07/01/94  11/01/95  05/31/96   410.00   Y --
 16S  A.2   616   550.00  0.893  500.00  0.812  Luna, Rosa D         12/01/95  12/01/95  11/30/96   785.00   Y OL
 16W  A.2   616   550.00  0.893  500.00  0.812  Rivas, Gilberto      12/30/94  06/26/95  04/25/96   445.00   Y --
 17E  A.1   616   550.00  0.893  525.00  0.852  Ruiz, Carmen Y       11/29/95  11/29/95  11/28/96   410.00   Y --
 17N  A1.1  616   550.00  0.893  500.00  0.812  Jackson, Sharon      05/09/90  07/01/96  04/30/97   179.00   Y --
 17S  A.1   616   550.00  0.893  525.00  0.852  Anda, Anthony Marc   01/31/96  01/31/96  07/30/96  1110.00   Y  --
 17W  B.1   850   695.00  0.818  645.00  0.759  Lopez, Antonia       12/01/94  12/01/94  05/31/95   410.00   Y --
 18E  A.2   616   550.00  0.893  525.00  0.852  Alcaraz, Maria       03/01/96  09/11/96  04/10/97   445.00   Y --
 18N  A.2   616   550.00  0.893  525.00  0.852  Pina, Angelica       03/01/96  03/01/96  08/31/96   410.00   Y --
 18S  A.2   616   550.00  0.893  525.00  0.852  Vargas, Guillermo    05/01/95  05/10/95  11/09/95   410.00   Y --
 18W  B.2   850   695.00  0.818  725.00  0.853  Garza, Dalia         08/14/96  08/14/96  02/28/97   410.00   Y --
 19E  A.1   616   550.00  0.893  520.00  0.844  Williams, Terry      10/05/94  11/01/95  05/31/96   445.00   Y --
 19N  A1.1  616   550.00  0.893  500.00  0.812  Davis, Kenneth       11/09/90                       158.00   Y --
 19S  A.1   616   550.00  0.893  525.00  0.852  Cacatian, Morlesto   11/01/95  11/01/95  05/31/96   410.00   Y --
 19W  B.1   850   695.00  0.818    0.00  0.000  VACANT/PRELEASED                         09/05/96   140.00   N VL
 20E  A.2   616   550.00  0.893  525.00  0.852  Jose, Arattu D       01/30/96  01/30/96  07/29/96   430.00   Y --
 20N  A.2   616   550.00  0.893  525.00  0.852  Orta, Diana L        01/01/96  01/01/96  09/30/96  1320.00   Y  --
 20S  A.2   616   550.00  0.893  550.00  0.893  Baca, Jeremy         09/11/96  09/15/96  03/30/97   410.00   Y --
 20W  B.2   850   695.00  0.818  725.00  0.853  Cheddar, Michael     07/06/96  07/06/96  02/05/97   445.00   Y --
 21E  A.1   616   550.00  0.893  495.00  0.804  Legazpi, Tomasa      03/30/93  06/01/96  06/30/96   445.00   Y --
 21N  A.1   616   550.00  0.893  520.00  0.844  Kitawaga, Byron      09/09/94                       410.00   Y --
 21S  A.1   616   550.00  0.893  525.00  0.852  Gomez, Juana         05/01/95  06/01/96  05/31/97   410.00   Y --
 21W  B.1   850   695.00  0.818  625.00  0.735  Cejia, Jose          07/17/93                       375.00   Y --
 22E  A.2   616   550.00  0.893  550.00  0.893  Lopes, Victor        08/01/96  08/01/96  02/28/97   410.00   Y --
 22N  A.2   616   550.00  0.893  500.00  0.812  Vargas, Carlos       05/23/94  05/01/95  06/18/96   445.00   Y --
 22S  A.2   616   550.00  0.893  520.00  0.844  Nakagawa, Kiyokaw    04/18/94  11/01/95  05/31/96   445.00   Y --
 22W  B.2   850   695.00  0.818    0.00  0.000  VACANT                                   09/09/96     0.00   N VA
 23E  A.1   616   550.00  0.893  525.00  0.852  Hernandez, Jesse     09/01/94  05/01/95  10/01/95   410.00   Y --
 23N  A.1   616   550.00  0.893  525.00  0.852  Silver, Adam P       03/01/96  03/01/96  03/31/96   410.00   Y --
 23S  A1.1  616   550.00  0.893  458.00  0.744  Carrto, Vincent      02/23/93                       176.00   Y --
 23W  B.1   850   695.00  0.818  675.00  0.794  Giebeller, Adam      11/11/91                       375.00   Y --
 24E  A.2   616   550.00  0.893  520.00  0.844  Martella, Charles    05/07/93  06/01/96  05/31/97   375.00   Y --
 24N  A.2   616   550.00  0.893  525.00  0.852  Leyva, Jessica P     03/08/96  03/08/96  09/07/96   645.00   Y --
 24S  A.2   616   550.00  0.893  525.00  0.852  Mohtady, Refaat      11/22/95  11/22/95  11/21/96   410.00   Y --
 24W  B.2   850   695.00  0.818  695.00  0.818  Martinez, Tanya      06/22/96  06/22/96  02/21/97   785.00   Y --
 25E  A.1   616   550.00  0.893  495.00  0.804  Ascencio, Antonio    03/14/94                       410.00   Y --
 25N  A.1   616   550.00  0.893  550.00  0.893  Urquidez, David      09/10/96  09/10/96  04/09/97   410.00   Y --
</TABLE>
<PAGE>

09/28/96                LINCOLN RESIDENTIAL MGMT SERVICES                 Page 3

 2:17 pm                    Heather Plaza Apartments                    ID 3.6.1

                                    All Units

<TABLE>
<CAPTION>
= Unit Profile =  = Scheduled vs Actual Rent =  ===================  = Moved   = Current Lease ==  Security  YNAD
I.D.  Type  SqFt  Amount  /SqFt  Amount  /SqFt  Current Lease           In     Begin    End        Deposit   Stat
====  ====  ====  ======  =====  ======  =====  ===================  ========  ==================  ========  ====
<S>   <C>   <C>   <C>     <C>    <C>     <C>    <C>                  <C>       <C>       <C>         <C>     <C> 
 25S  A.1   616   550.00  0.893  475.00  0.771  Baltazar, Maria      08/01/94  06/01/96  05/31/97    410.00  Y --
 25W  A.1   616   550.00  0.893  525.00  0.852  Hernandez, Mario &   08/26/95  06/01/96  05/31/97    785.00  Y --
 26E  A.2   616   550.00  0.893  525.00  0.852  Zepeda, Marcos       11/28/95  11/28/95  05/27/96    445.00  Y --
 26N  A.2   616   550.00  0.893  575.00  0.933  Spark, Bruce         06/14/96  06/14/96  03/13/97    410.03  Y --
 26S  A.2   616   550.00  0.893  550.00  0.893  Carr, Jefferey       02/10/95  06/01/96  06/30/96    445.00  Y --
 26W  A.2   616   550.00  0.893  525.00  0.852  Munoz, Robert        03/22/96  03/22/96  09/21/96    410.00  Y --
 27E  A1.1  616   550.00  0.893  550.00  0.893  Alvarez, Belinda     07/10/96  07/10/96  02/09/97    410.00  Y --
 27N  A1.1  616   550.00  0.893  500.00  0.812  Lightle, Ed          01/04/93                        182.00  Y --
 27S  A1.1  616   550.00  0.893  500.00  0.812  Castillo, Monica     07/09/90  07/01/96  06/30/97    185.00  Y --
 27W  A.1   616   550.00  0.893  535.00  0.869  Hernandez, Carlos    05/01/93  06/01/96  06/30/96    410.00  Y --
 28E  A.2   616   550.00  0.893  525.00  0.852  Castro, Cesar        05/01/96  05/01/96  10/31/96    445.00  Y --
 28N  A.2   616   550.00  0.893  525.00  0.852  Wilson, Letha        09/01/95  09/01/95  08/31/96    445.00  Y --
 28S  A.2   616   550.00  0.893  500.00  0.812  Starr, Lynna         05/25/95  05/25/95  05/24/96    445.00  Y --
 28W  A.2   616   550.00  0.893  550.00  0.893  Navarro, Juan L      06/01/96  06/01/96  05/31/97    410.00  Y --
 29E  A.1   616   550.00  0.893  550.00  0.893  Reta, Blanca         02/01/91  06/01/96  06/30/96    375.00  Y --
 29N  B.1   850   695.00  0.818  650.00  0.765  Gomez, Eduardo       06/10/95  06/10/95  06/09/96    410.00  Y --
 29S  A.1   616   550.00  0.893  550.00  0.893  Chaverria, Victoria  07/20/96  07/20/96  02/19/97    445.00  Y --
 29W  A.1   616   550.00  0.893  525.00  0.852  Casillas, Rosemary   11/01/95  11/01/95  05/31/96    410.00  Y --
 30E  A.2   616   550.00  0.893  525.00  0.852  Vidales, Maria M     09/01/95  09/01/95  05/31/96    410.00  Y --
 30N  B.2   850   695.00  0.818  650.00  0.765  Swinderman, Hoyt     11/15/94  06/01/96  05/31/97    410.00  Y --
 30S  A.2   616   550.00  0.893  525.00  0.852  Hernandez, Oscar     02/01/96  02/01/96  07/31/96    410.00  Y --
 30W  A.2   616   550.00  0.893  525.00  0.852  Allen, Dale          05/10/95  05/10/95  01/09/96    410.00  Y --
 31E  A.1   616   550.00  0.893  525.00  0.852  Miljarak, Patricia   01/04/96  09/11/96  04/10/97    910.00  Y --
 31N  B.1   850   695.00  0.818  675.00  0.794  Barton, Julie        11/01/95  11/01/95  07/31/96    820.00  Y --
 31S  A.1   616   550.00  0.893  550.00  0.893  Veliz, Joanna        09/11/96  09/13/96  04/01/97    445.00  Y --
 31W  A1.1  616   550.00  0.893  500.00  0.812  Wood, Lillian        10/08/90                        184.00  Y --
 32E  A.2   616   550.00  0.893  550.00  0.893  Ceja, Adolfa         03/26/96  03/26/96  09/30/96    610.00  Y --
 32N  B.2   850   695.00  0.818  625.00  0.735  Maturino, Carlos     01/20/95  01/20/95  08/31/95    480.00  Y --
 32S  A.2   616   550.00  0.893  515.00  0.836  Bryant, Sandra       03/01/87                        375.00  Y --
 32W  A.2   616   550.00  0.893  525.00  0.852  Bray, GUY            10/01/88  10/01/95  05/31/96    375.00  Y --
 33E  A.1   616   550.00  0.893  475.00  0.771  King, Jessie         10/06/92  06/26/95  04/25/96    410.00  Y --
 33N  A1.1  616   550.00  0.893  506.00  0.821  Young, Patricia      10/31/87                        171.00  Y --
 33S  A.1   616   550.00  0.893    0.00  0.000  VACANT/PRELEASED                         08/20/96    100.00  N VL
 33W  A.1   616   550.00  0.893  535.00  0.869  Aguilar, Oscar       10/21/95  10/21/95  05/20/96    410.00  Y --
 34E  A.2   616   550.00  0.893  525.00  0.852  Coleman, Darren      04/01/95  06/01/96  01/31/97    410.00  Y --
 34N  A1.2  616   550.00  0.893  500.00  0.812  Contreraz, Marie     01/15/94                        410.00  Y --
 34S  A.2   616   550.00  0.893  525.00  0.852  Lewis, Gary D        10/01/95  10/01/95  04/30/96    610.00  Y --
 34W  A.2   616   550.00  0.893  525.00  0.852  Avalos, Juan         02/15/96  02/15/96  08/14/96    445.00  Y --
 35E  A.1   616   550.00  0.893  550.00  0.893  Ramos, Rafelo        08/09/96  08/09/96  03/08/97    445.00  Y --
 35N  A.1   616   550.00  0.893  525.00  0.852  Lamb, Jennifer C     10/14/95  10/14/95  10/13/96    410.00  Y --
 35S  A.1   616   550.00  0.893  550.00  0.893  Villasenor, Joege    07/15/96  07/15/96  02/04/97    410.00  Y --
 35W  A.1   616   550.00  0.893  550.00  0.893  Tavarez, Maria       04/01/94  07/01/96  07/31/96    410.00  Y --
 36E  A.2   616   550.00  0.893  550.00  0.893  Barganier, Barbara   05/01/95  05/01/95  12/31/95    410.00  Y --
 36N  A.2   616   550.00  0.893  500.00  0.812  Woodard, Monte       05/02/95  06/19/95  12/18/95    445.00  Y --
 36S  A.2   616   550.00  0.893  525.00  0.852  Camacha, Yolanda     11/08/95  11/08/95  08/07/96    410.00  Y --
 36W  A.2   616   550.00  0.893  525.00  0.852  Scott, Mario         02/03/96  02/03/96  08/02/96    410.00  Y --
 37E  A.1   616   550.00  0.893  525.00  0.852  Pato, Evelyn G       09/07/95  09/08/95  06/07/96    410.00  Y --
 37N  A.1   616   550.00  0.893  525.00  0.852  Murphy, Scott        07/15/94  06/01/96  05/31/97    410.00  Y --
 37S  A.1   616   550.00  0.893  550.00  0.893  Casillas, Gregorio   04/01/95  04/01/95  09/30/95    610.00  Y --
</TABLE>
<PAGE>

09/28/96                LINCOLN RESIDENTIAL MGMT SERVICES                 Page 4

 2:17 pm                    Heather Plaza Apartments                    ID 3.6.1

                                    All Units

<TABLE>
<CAPTION>
= Unit Profile =  = Scheduled vs Actual Rent =  ===================  = Moved   = Current Lease ==  Security  YNAD
I.D.  Type  SqFt  Amount  /SqFt  Amount  /SqFt  Current Lease           In     Begin    End        Deposit   Stat
====  ====  ====  ======  =====  ======  =====  ===================  ========  ==================  ========  ====
<S>   <C>   <C>   <C>     <C>    <C>     <C>    <C>                  <C>       <C>       <C>         <C>     <C> 
 37W  A.1   616   550.00  0.893  470.00  0.763  Kam, William         02/15/86  11/01/95  10/31/96    375.00  Y --
 38E  A.2   616   550.00  0.893  525.00  0.852  Gamiz, Jose L        02/01/96  02/01/96  07/31/96    410.00  Y --
 38N  A.2   616   550.00  0.893  525.00  0.852  Lopez, Gustavo       08/18/94                        410.00  Y --
 38S  A.2   616   550.00  0.893  525.00  0.852  Guieb, Courtney      05/17/95  06/01/96  01/31/97    410.00  Y --
 38W  A.2   616   550.00  0.893  525.00  0.852  Montelongo, Ernesto  05/20/95  06/01/96  05/31/97    445.00  Y --
 39E  A.1   616   550.00  0.893  525.00  0.852  Cancino, Jose        11/23/94  06/01/96  05/31/97    410.00  Y --
 39N  A.1   616   550.00  0.893  515.00  0.836  Boatman, Juanita     12/01/94  06/01/96  05/31/97    410.00  Y --
 39S  A1.1  616   550.00  0.893  500.00  0.812  Lynch, John          06/02/89  08/01/96  06/30/97    100.00  Y --
 39W  A.1   616   550.00  0.893  525.00  0.852  Salazar, Jacinto     07/17/95  06/01/96  01/31/97    410.00  Y --
 40E  A.2   616   550.00  0.893  550.00  0.893  Carpenter, Patricia  03/04/91  06/01/96  06/30/96    375.00  Y --
 40N  A.2   616   550.00  0.893  475.00  0.771  Valencia, Judith     05/01/92  06/01/96  05/31/97    410.00  Y --
 40S  A.2   616   550.00  0.893  495.00  0.804  Mercado, Jose        03/29/93                        375.00  Y --
 40W  A.2   616   550.00  0.893  525.00  0.852  Jacinto, Ignacio     01/15/96  09/25/96  04/24/97    410.00  Y --
 41E  A.1   616   550.00  0.893  525.00  0.852  Dunn, Esther M       05/10/96  05/10/96  11/09/96    510.00  Y --
 41N  A.1   616   550.00  0.893  550.00  0.893  Jacobson, Beverly    06/01/96  06/01/96  06/30/96    410.00  Y --
 41S  A.1   616   550.00  0.893  575.00  0.933  Myers/Berg           09/01/96  09/01/96  03/31/97    450.00  Y --
 41W  A.1   616   550.00  0.893  550.00  0.893  Perkins, Carolyn     06/14/96  06/15/96  02/14/97    821.00  Y --
 42E  A.2   616   550.00  0.893  525.00  0.852  Olivares, Ramiro     04/14/95  06/01/96  05/31/97    410.00  Y --
 42N  A.2   616   550.00  0.893  525.00  0.852  Saenz, Natalia       10/01/95  10/01/95  09/30/96    410.00  Y --
 42S  A.2   616   550.00  0.893  525.00  0.852  Reed, Jody           01/31/96  01/31/96  07/30/96    410.00  Y --
 42W  A.2   616   550.00  0.893  550.00  0.893  Garcia, Martin       06/22/96  06/22/96  03/31/97    410.00  Y --
 43E  A.1   616   550.00  0.893  500.00  0.812  Taylor, George       04/20/94  06/25/95  06/24/96    410.00  Y --
 43N  A.1   616   550.00  0.893  550.00  0.893  Fuentes, Leo         11/10/93                        375.00  Y --
 43S  A.1   616   550.00  0.893  525.00  0.852  Trevino, Christina   01/30/96  01/30/96  07/29/96    610.00  Y --
 43W  A.1   616   550.00  0.893  525.00  0.852  Sanders, Irish       08/15/95  08/15/95  05/14/96    410.00  Y --
 44E  A.2   616   550.00  0.893  550.00  0.893  Esquvel, Minerva     09/10/96  09/10/96  03/30/97    410.00  Y --
 44N  A.2   616   550.00  0.893  470.00  0.763  Esteban, Henry       04/01/91  09/11/96  04/10/97    375.00  Y --
 44S  A.2   616   550.00  0.893  525.00  0.852  Delgado, Teresa L    04/10/96  04/10/96  10/09/96    445.00  Y --
 44W  A.2   616   550.00  0.893  525.00  0.852  Syx, Sergie E        10/01/95  10/01/95  09/30/96    445.00  Y OL
 45E  A.1   616   550.00  0.893  525.00  0.852  Avalos, Luis A       03/01/96  09/11/96  04/10/97    445.00  Y --
 45N  A1.1  616   550.00  0.893  500.00  0.812  Vargas, Sabina       10/09/92                         93.00  Y --
 45W  A.1   616   550.00  0.893  550.00  0.893  Ramirez, Roberto     08/24/96  08/24/96  03/23/97    410.00  Y --
 46E  A.2   616   550.00  0.893  575.00  0.933  Cain, Alan H         06/15/96  06/15/96  02/14/97    410.00  Y --
 46N  A.2   616   550.00  0.893  520.00  0.844  Young, Kelli         01/13/95  11/01/95  05/31/96    410.00  Y --
 46W  A.2   616   550.00  0.893  525.00  0.852  Santana, Ernesto     05/24/95  05/24/95  01/23/96    410.00  Y --
 47E  A1.1  616   550.00  0.893  500.00  0.812  Mc Callum, Edna      07/01/94  07/01/96  06/30/97    410.00  Y --
 47N  A1.1  616   550.00  0.893  510.00  0.828  Saucedo, Virginia    11/29/90                        205.00  Y --
 47W  A.1   616   550.00  0.893  550.00  0.893  Bero, Tom            09/15/96  09/15/96  03/30/97    410.00  Y --
 48E  A.2   616   550.00  0.893  550.00  0.893  Calvin Harrison      06/09/95  06/01/96  06/30/96    610.00  Y --
 48N  A.2   616   550.00  0.893  550.00  0.893  Zapata, Manual       07/06/96  07/06/96  01/30/97    610.00  Y --
 48W  A.2   616   550.00  0.893  525.00  0.852  Hernandez, Jose A    01/31/96  09/11/96  04/10/97    445.00  Y --
 49E  A.1   616   550.00  0.893  525.00  0.852  Gardea, Veronica     12/09/94  11/04/95  05/03/96    410.00  Y --
 49W  A.1   616   550.00  0.893  525.00  0.852  Cornell, David A     12/05/95  12/05/95  09/04/96    410.00  Y --
 50E  A.2   616   550.00  0.893  550.00  0.893  Felix, Jesus A       06/07/96  06/07/96  07/06/96    410.00  Y --
 50W  A.2   616   550.00  0.893  550.00  0.893  Santiago, Jose       07/17/96  07/17/96  02/16/97    410.00  Y --
 51E  B.1   850   695.00  0.818  675.00  0.794  Galvan, Luis         05/17/96  05/17/96  05/16/97    820.00  Y --
 51W  A.1   616   550.00  0.893  500.00  0.812  Ramirez, Jesus J     10/04/95  10/04/95  05/07/96    410.00  Y --
 52E  B.2   850   695.00  0.818  675.00  0.794  Saito, Noriko        03/30/96  04/01/96  09/30/96    980.00  Y --
 52W  A.2   616   550.00  0.893  550.00  0.893  Hunt, Travis         08/24/96  08/24/96  03/17/97    410.00  Y --
</TABLE>
<PAGE>

09/28/96                LINCOLN RESIDENTIAL MGMT SERVICES                 Page 4

 2:17 pm                    Heather Plaza Apartments                    ID 3.6.1

                                    All Units

<TABLE>
<CAPTION>
==== Unit Profile =====  ======= Scheduled vs Actual Rent ===  ===================  = Moved   = Current Lease ==  Security  YNAD
I.D.  Type         SqFt     Amount  /SqFt     Amount    /SqFt  Current Lease           In     Begin    End        Deposit   Stat
====  ========  =======  =========  =====  =========    =====  ===================  ========  ==================  ========  ====
<S>   <C>  <C>  <C>      <C>        <C>    <C>          <C>    <C>                  <C>       <C>       <C>         <C>     <C> 
 53E  B.1          850      695.00  0.818     725.00    0.853  Gomez, Carlos        07/30/96  07/30/96  02/28/97    445.00  Y --
 53W  A.1          616      550.00  0.893     550.00    0.893  Moschetti, David     08/10/96  08/10/96  03/03/97    509.67  Y --
 54E  B.2          850      695.00  0.818     675.00    0.794  Rios, Daniel         04/02/95  10/01/95  09/30/96    445.00  Y --
 54W  A.2          616      550.00  0.893     525.00    0.852  Adams, Araceli       03/12/94  06/01/95  10/31/95    445.00  Y --
 55E  B.1          850      695.00  0.818     650.00    0.765  Cuevas, Everado      06/01/93                        375.00  Y --
 55W  A.1          616      550.00  0.893     525.00    0.852  Garcia, David M      11/04/95  11/06/95  08/05/96    410.00  Y --
 56E  B.2          850      695.00  0.818     675.00    0.794  Estrada, Daniel      03/15/96  09/11/96  04/10/97    410.00  Y --
 56W  A.2          616      550.00  0.893     550.00    0.893  Lopez, Raul          03/10/95  03/10/95  08/11/95    410.00  Y --
 57E  B.1          850      695.00  0.818     675.00    0.794  Sanchez, Victor H    01/22/96  01/22/96  07/21/96    445.00  Y --
 57W  B.1          850      695.00  0.818     650.00    0.765  Reyes, Benjamin      06/01/94  09/01/95  08/31/96    445.00  Y --
 58B  B.2          850      695.00  0.818     675.00    0.794  Spraggins, Kelli I   03/15/96  03/15/96  04/14/96    410.00  Y --
 58W  B.2          850      695.00  0.818     725.00    0.853  Tippideaux, Mercede  08/01/96  08/01/96  02/28/97    820.00  Y --
 59W  B.1          850      695.00  0.818     675.00    0.794  Alaniz, Antonia Jr   03/15/96  03/15/96  09/14/96    410.00  Y --
 60W  B.2          850      695.00  0.818     725.00    0.853  Erwin, Donna         09/05/96  09/05/96  03/24/97    456.67  Y --
 61W  B.1          850      695.00  0.818     695.00    0.818  Troncoso, Jose A     07/13/96  07/13/96  04/12/97    410.00  Y --
 62W  B.2          850      695.00  0.818     675.00    0.794  Jimenez, Clemente    02/28/96  02/28/96  08/27/96    410.00  Y --
 63W  B.1          850      695.00  0.818     675.00    0.794  Owens, Stacy         01/30/96  01/30/96  07/29/96    410.00  Y --
 64W  B.2          850      695.00  0.818     625.00    0.735  Gonzales, Martha     06/03/95  06/03/95  06/02/96    445.00  Y --
 65W  A.1          616      550.00  0.893     470.00    0.763  Pacheco, Robert      03/15/92  11/01/95  05/31/96    445.00  Y --
 66W  A.2          616      550.00  0.893     515.00    0.836  Young, Stanley       10/01/88  04/01/96  03/31/97    385.00  Y --
 67W  A.1          616      550.00  0.893     500.00    0.812  Kosbud, Greg         06/17/95  09/11/96  04/10/97    445.00  Y --
 68W  A.2          616      550.00  0.893     470.00    0.763  Zarate, Cleofos      05/08/93                        410.00  Y --
====  ========  =======  =========  =====  =========    =====  ===================  ========  ==================  ========  ====

TOTAL:     218  147592   128340.00  0.870  118551.00    0.833  142344 SF Occupied

====  ========  =======  =========  =====  =========    =====  ===================  ========  ==================  ========  ====
</TABLE>
<PAGE>

09/28/96                LINCOLN RESIDENTIAL MGMT SERVICES                 Page 4

 2:17 pm                    Heather Plaza Apartments                    ID 3.6.1

                                    All Units

<TABLE>
<CAPTION>
PHYSICAL OCCUPANCY:  Occupied   Pct   Vacant  Pct    Total    OCCUPANCY PERCENT:  Excl. Off-Line  Incl. Off-Line
===================  ========  =====  ======  ====  =======  ===================  ==============  ==============
<S>                   <C>      <C>    <C>     <C>   <C>      <C>                      <C>             <C>  
   Square Footage.:   142,344  96.4%  5,248   3.6%  147,592  Incl. Vac. Leased.:      98.6%           98.2%
       Unit Count.:       211  96.8%      7   3.2%      218  Excl. Vac. Leased.:      97.2%           96.8%

<CAPTION>
             EXPOSURE TO VACANCY:  Number  Pct   MOVES/TRANSFERS:    MAKE-READY STATUS.:  Number   Pct
       ==========================  ======  ====  ================  =====================  ======  ======
<S>                                  <C>   <C>      <C>            <C>                       <C>  <C>
         Currently Vacant Units.:       7  3.2%      Oct In.:   3   Total Vacant Units.:       7  100.0%
             Less Vacant Leased.:      -3  1.4%     Oct Out.:   2    Ready To Rent (Y).:       0    0.0%
       Less Occupied Pre-Leased.:      -2  0.9%                    Need Make-Ready (N).:       6   85.7%
        Plus Occupied On Notice.:      13  6.0%                      Off-Line Down (D).:       1   14.3%
           Occupied But Skipped.:       0  0.0%                     Off-Line Admin (A).:       0    0.0%
                                      ---  ---
        Net Exposure To Vacancy.:      15  6.9%

<CAPTION>
                RENTAL RATES:    Occupied  /SqFt   Pct    Vacant   /SqFt  Pct      Total    /SqFt   Pct
          ===================  ==========  =====  =====  ========  =====  ====  ==========  =====  ======
<S>                            <C>         <C>    <C>    <C>       <C>    <C>   <C>         <C>    <C>   
             Scheduled Rent.:  123,910.00  0.870  96.5%  4,430.00  0.844  3.5%  128,340.00  0.870  100.0%
              Actual Status.:  118,551.00  0.833  92.4%  4,430.00  0.844  3.5%  122,981.00  0.833   95.8%
              Loss To Lease.:    5,359.00  0.038   4.2%

<CAPTION>
STATUS OF UNIT TYPES, SUBTOTALED BY FIRST 8 CHARACTERS OF UNIT TYPE:
===========================================================================================================================
Unit  Total   #     %    Avg.   Occup.   Total  Sch. $  Avg. $  Act. $  Rent     Sched.   Loss to  Made  Not   OffLn  OffLn
Type  Units  0cc.  0cc.  SqFt   SqFt     SqFt    /Unit  /SqFt   /Unit   /SqFt     Rent     Lease   Rdy.  Rdy.  Adm.   Down
====  =====  ====  ====  ====  =======  ======  ======  ======  ======  =====  =========  =======  ====  ====  =====  =====
<S>     <C>  <C>   <C>   <C>   <C>      <C>     <C>     <C>     <C>     <C>    <C>        <C>      <C>   <C>   <C>    <C>
A.1      67   66    99%  616    40656    41272  550.00  0.893   526.74  0.855   36850.00  1535.00     0     1     0      0
A.2      80   78    98%  616    48048    49280  550.00  0.893   526.99  0.855   44000.00  1795.00     0     1     0      1
A1.1     14   14   100%  616     8624     8624  550.00  0.893   506.36  0.822    7700.00   611.00     0     0     0      0
A1.2      1    1   100%  616      616      616  550.00  0.893   500.00  0.812     550.00    50.00     0     0     0      0
B.1      24   23    96%  850    19550    20400  695.00  0.818   670.00  0.788   16680.00   575.00     0     1     0      0
B.2      27   24    89%  850    20400    22950  695.00  0.818   671.25  0.790   18765.00   570.00     0     3     0      0
B1.2      1    1   100%  850      850      850  695.00  0.818   625.00  0.735     695.00    70.00     0     0     0      0
D.1       3    3   100%  900     2700     2700  775.00  0.861   745.00  0.828    2325.00    90.00     0     0     0      0
D1.1      1    1   100%  900      900      900  775.00  0.861   712.00  0.791     775.00    63.00     0     0     0      0
====  =====  ====  ====  ====  =======  ======  ======  ======  ======  =====  =========  =======  ====  ====  =====  =====
   9    218  211    97%  677   142344   147592  588.72  0.870   561.85  0.833  128340.00  5359.00     0     6     0      1
===========================================================================================================================
</TABLE>
<PAGE>

                                  HEATHER PLAZA
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                MONTH       MONTH        CURRENT         PRIOR        DOLLAR    
DESCRIPTION                     ACTUAL    PRIOR YEAR   YEAR TO DATE  YEAR TO DATE    VARIANCE   
- -----------                   ----------  ----------    ----------    ----------    ----------  
<S>                           <C>         <C>           <C>           <C>          <C>          
 GROSS POTENTIAL INCOME                                               330,665.84   (330,665.84) 
 RENTAL INCOME VARIANCE                                               (49,049.11)    49,049.11  
                              ----------  ----------    ----------    ----------    ----------  
  NET CURRENT RENT            118,447.40  107,735.78    869,249.43    788,578.45     80,670.98  
                                                                                                
OTHER RENTAL INCOME                                                                             
 SECURITY DEPOSITS              5,071.53    3,996.65     45,518.06     32,189.97     13,328.09  
 FORFEITED SECURITY DEPOSITS      547.68      111.08      7,392.91        542.80      6,850.11  
 LAUNDRY INCOME                 2,067.00    2,552.40     17,201.25     19,103.45     (1,902.20) 
 CHARGES TO TENANTS             1,270.00      480.00      5,216.93      3,480.00      1,736.93  
 MISCELLANEOUS                                                            590.00       (590.00) 
 UTILITIES                                                                  1.14         (1.14) 
 DAMAGE                            55.00       11.27        393.29        435.44        (42.15) 
 LATE CHARGES                     855.00    1,169.70      5,045.00      3,254.70      1,790.30  
 NSF FEES                          20.00       50.00        560.00        115.00        445.00  
 CREDIT CHECK                     399.93      275.00      2,124.89      2,960.00       (835.11) 
 TRANSFER CHARGE                                                          140.00       (140.00) 
                              ----------  ----------    ----------    ----------    ----------  
  TOTAL OTHER RENT INCOME      10,286.14    8,646.10     83,452.33     62,812.50     20,639.83  
                                                                                                
   TOTAL RENTAL INCOME        128,733.54  116,381.88    952,701.76    851,390.95    101,310.81  
                              ----------  ----------    ----------    ----------    ----------  
OTHER INCOME                                                                                    
 REFUNDED DEPOSITS             (4,630.00)  (3,345.00)   (29,832.00)   (19,830.70)   (10,001.30) 
 INTEREST INCOME                  127.25       86.49        624.34        399.77        224.57  
 OTHER INCOME                                                           9,600.00     (9,600.00) 
                              ----------  ----------    ----------    ----------    ----------  
   TOTAL OTHER INCOME          (4,502.75)  (3,258.51)   (29,207.66)    (9,830.93)   (19,376.73) 
                                                                                                
    TOTAL INCOME              124,230.79  113,123.37    923,494.10    841,560.02     81,934.08  
                              ==========  ==========    ==========    ==========    ==========  
                                                                                                
TOTAL CONTROLLABLE EXPENSES                                                                     
 PAYROLL EXPENSES                                                                               
  BONUS                           175.00                  3,943.50      1,765.00      2,178.50  
  CLEANING PAYROLL                                                      1,937.36     (1,937.36) 
  REPAIRS/MAINT. PAYROLL        5,702.67   13,392.44     46,537.80     50,730.91     (4,193.11) 
  MANAGERS SALARIES             1,996.92    3,837.74     18,952.03     15,624.14      3,327.89  
  OFFICE SALARIES               1,789.64    1,025.74     12,410.67      8,790.35      3,620.32  
  GROUNDS PAYROLL                          (4,035.75)                  21,826.39    (21,826.39) 
  DECORATING PAYROLL                                                    3,237.95     (3,237.95) 
  STATE COMP. INS.-PAYROLL        637.19      832.64      5,326.52      7,865.03     (2,538.51) 
  PAYROLL-HOSPITAL INS.         1,185.90    1,665.25      9,913.31     11,141.38     (1,228.07) 
  FICA - PAYROLL TAX              672.60      870.89      5,622.47      7,485.60     (1,863.13) 
  FUTA - PAYROLL TAX               70.80       92.51        591.84        803.37       (211.53) 
  SDI TAX-PAYROLL-UNEMPLOY         88.50      115.64        739.81      2,676.49     (1,936.68) 
</TABLE>
<PAGE>

                                  HEATHER PLAZA
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                MONTH       MONTH       CURRENT         PRIOR       DOLLAR    
DESCRIPTION                     ACTUAL    PRIOR YEAR  YEAR TO DATE  YEAR TO DATE   VARIANCE   
- -----------                   ---------   ----------  ------------  ------------   --------   
<S>                           <C>         <C>         <C>           <C>           <C>         
                              ---------   ---------   ----------    ----------    ----------  
  PAYROLL EXPENSES            12,319.22   17,805.10   104,037.95    133,883.97    (29,846.02) 
                                                                                              
ADMINISTRATIVE EXPENSES                                                                       
 PROMOTIONS                                                50.00                       50.00  
 ADVERTISING                     137.16      674.20     4,268.05      6,339.28     (2,071.23) 
 SIGNS, FLAGS, BANNERS                                                1,185.30     (1,185.30) 
 BROCHURES                                                 83.92                       83.92  
 OFFICE SUPPLIES                 272.02      496.94     1,344.77      1,792.98       (448.21) 
 FURNITURE RENTAL                919.08      497.38     4,603.74        497.38      4,106.36  
 LEGAL EXPENSES                  561.46                 1,799.14        426.48      1,372.66  
 MISCELLANEOUS                    31.50      495.04       145.81        843.02       (697.21) 
 CREDIT CHECK EXPENSE            368.00      850.00     1,491.20      2,507.42     (1,016.22) 
 BANK CHARGES                     28.72      (26.00)      219.44                      219.44  
 PETTY CASE REIMB.                                                      131.61       (131.61) 
 POSTAGE                          67.65       80.99       695.60        372.70        322.90  
 DUES AND SUBSCRIPTIONS                                   (77.09)       653.60       (730.69) 
 LINCOLN FEE                   4,279.87    3,883.45    31,396.24     18,019.55     13,376.69  
 EMPLOYEE TRAINING                                        100.00        333.29       (233.29) 
 OUTSIDE STATIONARY MISC         160.37       25.72       410.71      1,462.32     (1,051.61) 
                              ---------   ---------   ----------    ----------    ----------  
ADMINISTRATIVE EXPENSE         6,825.83    6,977.72    46,531.53     34,564.93     11,966.60  
                                                                                              
CONTRACT SERVICES                                                                             
 SEC SUP/EXP-FIRE PROTECT        623.48      756.23     6,806.80      3,054.28      3,752.52  
 EXTERMINATING CONTRACT          381.17      220.00     1,987.42      1,540.00        447.42  
 CABLE T.V.                    1,766.13    3,532.90    15,897.73     14,131.60      1,766.13  
 GARDENING CONTRACT            9,377.90    3,991.22    22,834.79      6,091.22     16,743.57  
                              ---------   ---------   ----------    ----------    ----------  
CONTRACT SERVICES             12,148.68    8,500.35    47,526.74     24,817.10     22,709.64  
                                                                                              
UTILITY SERVICES                                                                              
 TELEPHONE EXPENSE               214.25       43.19     1,710.05      1,197.02        513.03  
 TRASH REMOVAL                 3,598.95    3,969.05    28,601.30     27,841.70        759.60  
 PGE - HOUSE                   2,321.00    1,359.17    11,745.15     33,068.41    (21,323.26) 
 GAS - HOUSE                   7,078.98    4,653.62    29,738.90     14,853.63     14,885.27  
 PGE APARTMENT METERS            111.06       72.07       879.83      1,454.33       (574.50) 
 WATER                         2,972.25    2,164.37    19,800.16     13,713.76      6,086.40  
 SEWER CHARGES                                         18,652.08     18,652.08                
                              ---------   ---------   ----------    ----------    ----------  
   UTILITY SERVICES           16,296.49   12,261.47   111,127.47    110,780.93        346.54  
                                                                                              
MAINTENANCE EXPENSES                                                                          
 CARPET REPAIRS/MAINT.           560.00      500.00     3,950.97      1,614.79      2,336.18  
 CARPET REPLACEMENT            7,165.50                25,722.11     47,626.78    (21,904.67) 
 GROUNDS SUPPLY/REPLACEMENT   (3,627.90)  (1,354.22)    2,850.41      5,530.88     (2,680.47) 
 POOL SUPPLY/REPLACEMENT         429.16      350.00     2,884.45      1,777.05      1,107.40  
</TABLE>
<PAGE>

                                  HEATHER PLAZA
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                 MONTH       MONTH        CURRENT        PRIOR       DOLLAR
  DESCRIPTION                    ACTUAL    PRIOR YEAR  YEAR TO DATE  YEAR TO DATE   VARIANCE
  -----------                  ---------   ---------    ----------    ----------   ----------
<S>                            <C>         <C>          <C>           <C>          <C>       
  DECORATING SUPPLIES           3,477.15    3,210.62     11,851.57      9,669.84     2,181.73
  CLEANING SUPPLIES/SERV.       1,045.00      310.00      7,223.32      6,821.61       401.71
  BLDG MAINT SUPPLIES           4,135.26    6,067.66      9,259.61     43,990.60   (34,730.99)
  PLUMBING MAINTENANCE            536.56    6,940.37     10,856.72      9,491.99     1,364.73
  APPLIANCE REPLACEMENT         1,926.16    4,989.23      3,712.68     22,247.54   (18,534.86)
  BLDG MAINT SVC/CONTRACT        (140.00)   2,848.00      5,024.77      7,336.98    (2,312.21)
  ELECTRIC MAINTENANCE            362.93                  3,180.90      3,697.92      (517.02)
  MISC. MAINT. EXPENSES                      (336.00)                    (366.00)      366.00
                               ---------   ---------    ----------    ----------   ----------
     MAINTENANCE EXPENSES      15,869.82   23,525.66     86,517.51    159,439.98   (72,922.47)

    CONTROLLABLE EXPENSES      63,460.04   69,070.30    395,741.20    463,486.91   (67,745.71)
                               ---------   ---------    ----------    ----------   ----------

TOTAL UNCONTROLLABLE EXPENSES
 FIXED EXPENSES
  PROPERTY INSURANCE                                       (376.37)                   (376.37)
  PROPERTY TAXES                                         25,133.88                  25,133.88
  LICENSES & PERMITS                                      2,616.00      2,896.00      (280.00)
                               ---------   ---------    ----------    ----------   ----------
    FIXED EXPENSES                                       27,373.51      2,896.00    24,477.51

   NET OPERATING INCOME (NOI)  60,770.75   44,053.07    500,379.39    375,177.11   125,202.28
                               =========   =========    ==========    ==========   ==========

 DEBT SERVICE
                               ---------   ---------    ----------    ----------   ----------

OPERATING CASH FLOW            60,770.75   44,053.07    500,379.39    375,177.11   125,202.28
                               =========   =========    ==========    ==========   ==========

 NON OPERATING EXPENSES
  REFURBISHMENT & DEFERRAL     (1,464.77)   6,393.07     50,422.25     42,768.61     7,653.64
                               ---------   ---------    ----------    ----------   ----------

    NON OPERATING EXPENSES     (1,464.77)   6,393.07     50,422.25     42,768.61     7,653.64

     PROFIT/LOSS               62,235.52   37,660.00    449,957.14    332,408.50   117,548.64
                               =========   =========    ==========    ==========   ==========
</TABLE>
<PAGE>

                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                 MONTH        MONTH        CURRENT           PRIOR         DOLLAR
 DESCRIPTION                     ACTUAL     PRIOR YEAR   YEAR TO DATE    YEAR TO DATE     VARIANCE
 -----------                   ----------   ----------   ------------    ------------   ------------- 
<S>                            <C>          <C>          <C>             <C>            <C>           
 GROSS POTENTIAL INCOME                     110,676.34     330,665.84    1,330,892.44   (1,000,226.60)
 RENTAL INCOME VARIANCE                     (11,433.74)    (49,049.11)    (126,948.47)      77,899.36 
                               ----------   ----------   ------------    ------------   ------------- 
  NET CURRENT RENT             106,419.10    99,037.60   1,214,238.07    1,203,738.97       10,499.10 
                                                                                                      
OTHER RENTAL INCOME                                                                                   
  SECURITY DEPOSITS              4,425.00     3,820.00      51,668.97       46,967.33        4,701.64 
  FORFEITED SECURITY DEPOSITS    1,756.06                    4,683.57                        4,683.57 
  LAUNDRY INCOME                 1,824.90                   27,021.20       26,683.82          337.38 
  CHARGES TO TENANTS             1,510.00       720.00       7,553.67        9,875.00       (2,321.33)
  MISCELLANEOUS                                 440.00         590.00          595.30           (5.30)
  UTILITIES                                                      1.14           66.97          (65.83)
  DAMAGE                                        235.90         620.44        1,988.95       (1,368.51)
  LATE CHARGES                     550.00       320.00       5,180.58        4,012.78        1,167.80 
  NSF FEES                          10.00        10.00         295.00          149.00          146.00 
  CREDIT CHECK                     275.00       170.00       4,160.00        2,040.00        2,120.00 
  TRANSFER CHARGE                                              140.00                          140.00 
                               ----------   ----------   ------------    ------------   ------------- 
  TOTAL OTHER RENT INCOME       10,350.96     5,715.90     101,914.57       92,379.15        9,535.42 
                                                                                                      
   TOTAL RENTAL INCOME         116,770.06   104,753.50   1,316,152.64    1,296,118.12       20,034.52 
                               ----------   ----------   ------------    ------------   ------------- 
                                                                                                      
OTHER INCOME                                                                                          
  REFUNDED DEPOSITS             (9,465.00)   (6,059.19)    (45,275.70)     (50,105.26)       4,829.56 
  INTEREST INCOME                  134.10                      832.95           12.08          820.87 
  OTHER INCOME                                  (32.16)      9,600.00                        9,600.00 
                               ----------   ----------   ------------    ------------   ------------- 
   TOTAL OTHER INCOME           (9,330.90)   (6,091.35)    (34,842.75)     (50,093.18)      15,250.43 

    TOTAL INCOME               107,439.16    98,662.15   1,281,309.89    1,246,024.94       35,284.95 
                               ==========   ==========   ============    ============   ============= 

TOTAL CONTROLLABLE EXPENSES                                                                           
 PAYROLL EXPENSES                                                                                     
  BONUS                            595.72     3,350.00       3,480.33        3,350.00          130.33 
  CLEANING PAYROLL                              388.50       1,937.36          388.50        1,548.86 
  REPAIRS/MAINT. PAYROLL        10,613.50     5,264.73      85,026.87       39,819.76       45,207.11 
  MANAGERS SALARIES              3,295.38     1,752.88      27,022.62       13,153.27       13,869.35 
  OFFICE SALARIES                3,152.23       115.00      16,594.76        5,465.50       11,129.26 
  GROUNDS PAYROLL                             4,000.50      21,826.39       32,653.25      (10,826.86)
  DECORATING PAYROLL                          1,717.40       3,237.95       13,079.66       (9,841.71)
  STATE COMP. INS.-PAYROLL       1,164.05     1,587.64      11,411.53       10,627.34          784.19 
  PAYROLL-HOSPITAL INS.          2,328.10     1,167.75      18,234.35        7,246.62       10,987.73 
  FICA - PAYROLL TAX             1,228.74       937.28      11,229.15        8,255.15        2,974.00 
  FUTA - PAYROLL TAX               129.34       273.00       1,197.43          790.57          406.86 
  SDI TAX-PAYROLL-UNEMPLOY         161.68        41.21       3,169.06        3,470.18         (301.12)
</TABLE>
<PAGE>

                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                MONTH       MONTH        CURRENT       PRIOR        DOLLAR
DESCRIPTION                     ACTUAL    PRIOR YEAR  YEAR TO DATE  YEAR TO DATE   VARIANCE
- -----------                  ----------   ---------    ----------    ----------   ----------
<S>                          <C>          <C>          <C>           <C>          <C>      
   PAYROLL EXPENSES           22,668.74   20,595.89    204,367.80    138,299.80    66,068.00
                             ----------   ---------    ----------    ----------   ----------

ADMINISTRATIVE EXPENSES
 PROMOTIONS                     (175.04)
 ADVERTISING                   1,195.29      564.65     12,968.00      5,292.94     7,675.06
 SIGNS, FLAGS, BANNERS                                   1,560.30                   1,560.30
 OFFICE SUPPLIES                 451.66      449.66      3,852.28      1,919.67     1,932.61
 FURNITURE RENTAL                537.52                  2,842.42                   2,842.42
 LEGAL EXPENSES                  398.64                  2,021.25      1,943.50        77.75
 MISCELLANEOUS                    (7.30)     156.81      1,838.51        663.02     1,175.49
 CREDIT CHECK EXPENSE                         95.90      2,736.17      1,229.25     1,506.92
 BANK CHARGES                     16.00                     67.00        160.07       (93.07)
 PETTY CASH REIMB.                                         131.61        542.85      (411.24)
 POSTAGE                         290.75                    618.08                     618.08
 DUES AND SUBSCRIPTIONS                                    115.26                     115.26
 LINCOLN FEE                   3,705.19                 33,122.63                  33,122.63
 NSF CHECK                                   425.00                      630.00      (630.00)
 EMPLOYEE TRAINING               100.00                    933.29                     933.29
 OUSTIDE STATIONARY MISC         448.26                  2,310.41                   2,310.41
                             ----------   ---------    ----------    ----------   ----------
   ADMINISTRATIVE EXPENSE      6,960.97    1,692.02     65,117.21     12,381.30    52,735.91

CONTRACT SERVICES
 SEC SUP/EXP-FIRE PROTECT      4,043.16                  9,855.07                   9,855.07
 EXTERMINATING CONTRACT          705.00                  2,910.00                   2,910.00
 CABLE T.V.                                3,532.90     18,632.52     21,245.17    (2,612.65)
 GARDENING CONTRACT          (25,684.13)                17,083.00                  17,083.00
                             ----------   ---------    ----------    ----------   ----------
   CONTRACT SERVICES         (20,935.97)   3,532.90     48,480.59     21,245.17    27,235.42

UTILITY SERVICES
 TELEPHONE EXPENSE               334.43      165.89      3,568.28      1,519.04     2,049.24
 TRASH REMOVAL                 3,616.25    3,969.05     44,385.27     44,921.90      (536.63)
 PGE - HOUSE                   1,224.35    6,726.44     37,654.34     64,729.50   (27,075.16)
 GAS - HOUSE                   4,758.88                 32,898.67      1,347.77    31,550.90
 PGE APARTMENT METERS            491.72      272.87      2,612.90      1,630.13       982.77
 WATER                                     2,073.29     26,188.72     24,730.07     1,458.65
 SEWER CHARGES                 4,663.02                 27,978.12     27,978.12
                             ----------   ---------    ----------    ----------   ----------
   UTILITY SERVICES           15,088.65   13,207.54    175,286.30    166,856.53     8,429.77

MAINTENANCE EXPENSES
 CARPET REPAIRS/MAINT.         1,065.00      250.00      3,931.39      5,309.99    (1,378.60)
 CARPET REPLACEMENT              570.67    1,072.47     82,072.85     13,186.83    68,886.02
 GROUNDS SUPPLY/REPLACEMENT                  866.48      5,910.00      5,377.82       532.18
 EQUIPMENT RENTAL               (401.69)                                  80.62       (80.62)
</TABLE>
<PAGE>

                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                  MONTH         MONTH        CURRENT        PRIOR        DOLLAR
  DESCRIPTION                     ACTUAL      PRIOR YEAR   YEAR TO DATE  YEAR TO DATE   VARIANCE
  -----------                  -----------    ----------    ----------    ----------  ----------- 
<S>                            <C>            <C>           <C>           <C>         <C>         
  POOL SUPPLY/REPLACEMENT           646.21                    4,069.95      4,792.00      (722.05)
  DECORATING SUPPLIES             2,577.21        546.53     28,356.95      7,428.49    20,926.46
  CLEANING SUPPLIES/SERV.         1,766.55      1,030.00     12,007.23      7,850.00     4,157.23
  EXTERMINATING SUPPLIES                          445.00                    1,895.00    (1,895.00)
  BLDG MAINT SUPPLIES               (61.91)     5,535.79     54,564.69     50,352.65     4,212.04
  PLUMBING MAINTENANCE            6,270.58        199.00     19,965.79      1,697.00    18,268.79
  APPLIANCE REPLACEMENT           3,853.17                   41,010.36      2,300.19    38,710.17
  BLDG MAINT SVC/CONTRACT           (97.72)   (43,245.92)     9,791.34      2,357.13     7,434.21
  BLDG DAMAGE REPAIRS                                                      20,500.00   (20,500.00)
  ELECTRIC MAINTENANCE             (110.08)       132.30      4,502.75      3,565.97       936.78
  MISC. MAINT. EXPENSES             366.00                       38.28                      38.28
                               -----------    ----------    ----------    ----------  ----------- 
     MAINTENANCE EXPENSES        16,443.99    (33,168.35)   266,221.58    126,693.69   139,527.89
                                            
    CONTROLLABLE EXPENSES        40,226.38      5,860.00    759,473.48    465,476.49   293,996.99
                               -----------    ----------    ----------    ----------  ----------- 
                                            
TOTAL UNCONTROLLABLE EXPENSES               
 FIXED EXPENSES                             
  PROPERTY INSURANCE              4,780.90     69,597.69      9,561.80     69,597.69   (60,035.89)
  PROPERTY TAXES                               24,667.90     25,133.88     49,335.80   (24,201.92)
  LICENSES & PERMITS                                          2,896.00        280.00     2,616.00
                               -----------    ----------    ----------    ----------  ----------- 
    FIXED EXPENSES                4,780.90     94,265.59     37,591.68    119,213.49   (81,621.81)
                                            
   NET OPERATING INCOME (NOI)    62,431.88     (1,463.44)   484,244.73    661,334.96  (177,090.23)
                               ===========    ==========    ==========    ==========  =========== 
                                            
  DEBT SERVICE                              
   INTEREST ON 1ST MORTGAGE                                                 2,412.71    (2,412.71)
                               -----------    ----------    ----------    ----------  ----------- 
    DEBT SERVICE                                                            2,412.71    (2,412.71)
                                            
   OPERATING CASH FLOW           62,431.88     (1,463.44)   484,244.73    658,922.25  (174,677.52)
                               ===========    ==========    ==========    ==========  =========== 
                                            
  NON OPERATING EXPENSES                    
   DEPRECIATION EXPENSE         262,519.00    262,519.00    262,519.00    262,519.00
   REFURBISHMENT & DEFERRAL      63,429.64     63,769.77    239,943.53     63,769.77   176,173.76
                                            
                               -----------    ----------    ----------    ----------  ----------- 
    NON OPERATING EXPENSES      325,948.64    326,288.77    502,462.53    326,288.77   176,173.76
                                            
     PROFIT/LOSS               (263,516.76)  (327,752.21)   (18,217.80)   332,633.48  (350,851.28)
                               ===========    ==========    ==========    ==========  =========== 
</TABLE>
<PAGE>

                                  HEATHER PLAZA

LPC Employee Compensation Report
05 SEP 1996                   Page 16

<TABLE>
<CAPTION>
CO#  LOC  HOME  RC  EMPL#  EMP NAME .........  RT  HIRE..    MONTHLY  HOURLY  MONTHLY   MONTHLY  AUTO   MONTHLY  100 PERCENT..
          PROJ                                     DATE      CASH     CASH    NONCASH   SALARY   ALLOW   RENT    DISTRIBUTION 
<S>  <C>  <C>  <C>  <C>    <C>                <C>  <C>       <C>      <C>     <C>      <C>       <C>    <C>      <C>   <C>   <C>
LP6  939  1786  SC  60927  BETANCOURT, LUIS E  R   04/01/95  1040.00  6.00             1,040.00                  1786  0503  0002
LP6  939  1786  SC  61408  CIUCCI, SAUNDRA C   R   05/15/95  1450.00  8.37             1,450.00                  1786  0502  0003
LP6  939  1786  SC  65545  MCCUNE, DONNA J     R   04/01/95  1350.00  7.79    500.03   1,850.03         750.00   1786  0501  0001
LP6  939  1786  SC  65553  MCCUNE, SAMUEL T    R   04/01/95  1350.00  7.79             1,350.00                  1786  0503  0004
LP6  939  1786  SC  66552  PADILLA, IGNACIO    R   04/01/95  1248.00  7.20             1,248.00                  1786  0503  0001
LP6  939  1786  SC  66555  PADILLA, MIGUEL M   R   04/01/95  1084.00  6.25             1,084.00                  1786  0503  0002
LP6  939  1786  SC  67780  SEPEDA, OSCAR G     R   06/26/96  1040.00  6.00             1,040.00                  1786  0503  0002
                                                             -------          ------   --------   ---   ------
          1786                                               8562.00          500.03   9,062.03   .00   750.00
</TABLE>

CO#  MULTIPLE DIST PERCENT 
     PROJ ACCT SUB         

LP6
LP6
LP6
LP6
LP6
LP6
LP6
   
   


PRINT.EMP.COMP.REGION
<PAGE>

                     QUALIFICATIONS OF ROBERT SAIA, MAI, SRA
                        Calif. OREA Certificate #AG003191

EXPERIENCE

Independent real estate appraiser since 1981.

EDUCATION

Associate Arts Degree from West Valley College. Major in Real Estate.

Bachelor of Arts Degree in Economics from San Jose State University. Graduated
with distinction.

Graduate Studies in the Master of Business Administration Program at Golden Gate
University, San Francisco.

Advanced courses in appraisal taken at California State University, Hayward,
University of San Francisco and San Jose State University, through the Appraisal
Institute.

MEMBERSHIPS

Former Member of the Society of Real Estate Appraiser
(SRPA designation)
Current Member of the Appraisal Institute, MM #8841
Current Member of Admissions Committee Appraisal Institute
Board of Directors, South Bay Chapter Appraisal Institute 1993-95. National
admissions board member.

STATE CERTIFICATES AND LICENSES

State of California "Certified-General" Appraiser Certificate No. AG003191
State of California Real Estate License (non-active)
State of Nevada "Certified-General" Appraiser Certificate No. 00621

APPRAISAL ASSIGNMENTS

Some of the types of properties appraised in the past are outlined below:

Commercial: Retail stores, office buildings, service stations, vacant land,

Residential: Single family, multi-family, townhouse/condominium, vacant land,
  subdivision, apartments and mobile home parks.

Industrial: Vacant land, warehouses, research and development facilities,
industrial condominiums and manufacturing facilities, mini-storage warehouses,
food processing facilities, truck terminals.
<PAGE>

Special Use: Airport carwash, landfill, right-of-way, easement valuation,
commercial nursery, and golf courses.

Lodging Facilities: Motels, hotels, inns, SRO, Recreational vehicle parks

CLIENTS

A brief partial list of past clients with whom Mr. Saia has worked with
includes:

American Savings Bank
County of Santa Clara
Comerica Bank
Bank of America NT&SA
First National Bank of Central California
Bank of Salinas
Home Savings of America
Metropolitan Securities & Trust
City of Monterey
City of San Jose
City of Palo Alto
Imperial Thrift & Mortgage
Nations Bank
Pacific Western Bank
Bay View Federal Bank
Wells Fargo Bank
Phoenix Home Life



================================================================================
                            COMPLETE APPRAISAL OF THE
                                FEE SIMPLE ESTATE
                                     IN THE
                               RITZ-CARLTON HOTEL
                          CLAYTON (ST. LOUIS), MISSOURI

                        Effective Date of the Appraisal:
                                 October 1, 1997

                                  Prepared For:
                            Mr. Timothy S. Koltermann
                            Assistant Vice President
                      Merrill Lynch Mortgage Capital, Inc.
                       World Financial Center, North Tower
                          New York, New York 10281-1386

                                  Prepared By:
                                 PKF Consulting
                            San Francisco, California

                               Date of the Report:
                                October 20, 1997
================================================================================
<PAGE>

                         [Letterhead of PKF Consulting]

October 20, 1997

Mr. Timothy S. Koltermann
Assistant Vice President
Merrill Lynch Mortgage Capital, Inc.
World Financial Center, North Tower
New York, New York  10281-1326

Re:   The Ritz-Carlton Hotel, St. Louis, Missouri

Dear Mr. Koltermann:

In accordance with your request, we have completed an appraisal of the 301-unit
Ritz-Carlton Hotel, located at 100 Carondelet Plaza, in the City of Clayton and
County of St. Louis, Missouri.

The purpose of the appraisal is to estimate the market value "as is" of the fee
simple estate in the above-referenced property. The function of the appraisal is
for use by Merrill Lynch Mortgage Capital, Inc. for loan underwriting and/or
asset evaluation purposes. The property was valued on a going concern basis
including all rights in realty, personalty, and intangible value. The effective
date of the appraisal is October 1, 1997.

The scope of our work included an inspection of the subject property, analysis
of local economic and market conditions, examination of the historical operating
performance of the hotel, estimation of future operating performance of the
property, and derivation of a value estimate using both the Sales Comparison and
Income Capitalization Approaches to valuation. As will be discussed in the text
of the report, the Cost Approach is not considered to be a meaningful indicator
of value for the subject property. Our valuation analysis is considered a
complete appraisal as defined by the Uniform Standards of Professional Appraisal
Practice.

To the best of our belief, this self-contained appraisal report conforms to
requirements of the Code of Professional Ethics and Standards of Professional
Appraisal Practice of the Appraisal Institute, the Uniform Standards of
Professional Appraisal Practice (USPAP) established by the Appraisal Foundation,
the Financial Institutions Reform, Recovery, and Enforcement Act of 1989
(FIRREA), and the Office of the Comptroller of the Currency.
<PAGE>

Mr. Timothy S. Koltermann              2                        October 20, 1997
================================================================================

This appraisal is subject to the General Certification and Statement of
assumptions and Limiting Conditions presented in the Addenda. Further, for the
purpose of this appraisal, we have assumed that the hotel would be sold as
encumbered with the existing management contract with the Ritz-Carlton Hotel
Company, LLC, and that the hotel would continue to operate as a Ritz-Carlton
property.

Based on the work undertaken and our experience as real estate analysts and
appraisers, we are of the opinion that the market value "as is" of the fee
simple estate interest in the Ritz-Carlton Hotel, St.
Louis, Missouri, as of October 1, 1997, is:

          ===========================================================
                              SIXTY MILLION DOLLARS
          ===========================================================
                                   $60,000,000
          ===========================================================

Of this above value, $5,600,000 is allocated to the depreciated value of the
furniture, fixtures, and equipment of the hotel.


                                Yours sincerely,

                                PKF Consulting


                                /s/ Thomas E. Callahan
                                ------------------------------------
                                By Thomas E. Callahan, CPA, CRE, MAI
                                   Executive Vice President


                                /s/ Kenneth Kuchman
                                ------------------------------------
                                By Kenneth Kuchman
                                   Vice President
<PAGE>

                                TABLE OF CONTENTS
<PAGE>

                                TABLE OF CONTENTS
================================================================================

                                    SECTION I
                   SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS
                                  INTRODUCTION

SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS                            I-1

      A.  Identification of the Property                              I-3
      B.  Legal Description                                           I-3
      C.  Purpose and Use of the Appraisal                            I-3
      D.  Property Rights Appraised                                   I-3
      E.  Important Dates                                             I-4
      F.  Summary of Ownership and Sales History                      I-4
      G.  Definition of Values                                        I-4
          1.       Market Value                                       I-4
          2.       Market Value "As Is"                               I-5
          3.       Going-Concern Value                                I-5
      H.  The Current Investment Climate for Hotel Properties         I-5
      I.  Scope and Methodology of the Appraisal                      I-7
      J.  Competency Provision of USPAP                               I-7
<PAGE>

                                TABLE OF CONTENTS
================================================================================

                                   SECTION II
                      AREA REVIEW AND NEIGHBORHOOD ANALYSIS

AREA REVIEW AND NEIGHBORHOOD ANALYSIS                                    II-1
          A.      Introduction                                           II-2
          B.      St. Louis Overview                                     II-2
          C.      St. Louis Economic and Demographic Trends              II-2
                  1.       Introduction                                  II-2
                  2.       Population                                    II-3
                  3.       Effective Buying Income                       II-3
                  4.       Employment                                    II-4
          D.      Commercial Office Market                               II-6
                  1.       Introduction                                  II-6
                  2.       St. Louis Metropolitan Area                   II-6
                  3.       Clayton                                       II-7
          E.      Tourism and Convention Activity                        II-7
                  1.       Convention Center                             II-7
                  2.       Gaming                                        II-8
                  3.       Tourism                                       II-9
          F.      Transportation                                         II-10
                  1.       Highway                                       II-10
                  3.       Port of Metropolitan St. Louis                II-11
                  4.       Commuter Rail Transportation                  II-12
          G.      Neighborhood Analysis                                  II-12
          H.      Conclusion                                             II-15
<PAGE>

                                TABLE OF CONTENTS
================================================================================

                                   SECTION III
                              PROPERTY DESCRIPTION

A.  SITE DESCRIPTION                                                      III-1
     A.      Site Description                                             III-1
             1.      Location, Access, and Visibility                     III-1
             2.      Topography, Shape, and Size                          III-1
             3.      Soil Conditions and Hazardous Materials              III-3
             4.      Flood Zone, Wetlands, and Earthquake Zones           III-3
             5.      Historical, Natural, Cultural, Recreational, and/or  
                       Scientific Value                                   III-3
             6.      Utilities                                            III-4
             7.      Zoning                                               III-4
             8.      Easements and Covenants                              III-4
             9.      Assessed Value and Property Taxes                    III-5
     B.      Improvements Description                                     III-6
             1.      Property Design and Configuration                    III-6
             2.      Basic Construction and Mechanical Systems            III-6
             3.      Guest Rooms                                          III-15
             4.      Public Areas                                         III-16
             5.      Other Areas                                          III-19
             6.      Parking                                              III-19
             7.      Compliance with the Americans with Disabilities Act  III-20
             8.      Proper Changes and Refurbishment                     III-20
     C.      Management and Franchise Agreements                          III-20
     D.      Summary of Functional Utility and Condition                  III-21
<PAGE>

                                TABLE OF CONTENTS
================================================================================

                                   SECTION IV
                 HOTEL MARKET ANALYSIS AND HIGHEST AND BEST USE

HOTEL MARKET ANALYSIS                                                     IV-1
      A.       Introduction                                               IV-1
      B.       St. Louis Market Overview                                  IV-1
      C.       The Primary Competitive Hotel Market                       IV-2
                1.      Hilton Frontenac                                  IV-6
                2.      Hyatt Regency, Union Station                      IV-6
                3.      Marriott Pavilion                                 IV-7
                4.      Adam's Mark                                       IV-7
                5.      Secondary Competition                             IV-7
                6.      Additions to Supply                               IV-8
      D.       Market Performance of the Primary Competitive Properties   IV-9
      E.       Rooms Demand for the Primary Competitive Market            IV-10
               1.       Historical Performance                            IV-10
      F.       Performance of the Ritz-Carlton, St. Louis                 IV-12
               1.       Occupancy and Average Daily Room Rate             IV-12
               2.       Market Mix                                        IV-13
      G.       Estimated Growth in Demand for the Overall Market          IV-14
      H.       Projected Future Market Performance of the Subject Hotel   IV-15
               1.       Projected Occupancy                               IV-15
               2.       Projected Average Daily Rate (ADR)                IV-15
      I.       Market Analysis Summary                                    IV-16
               1.       Conversion to a Fiscal Year Basis                 IV-16
               2.       Summary of Occupancy and Average Daily Room Rate  IV-16
      J.       Conclusion                                                 IV-17
HIGHEST AND BEST USE                                                      IV-18
      K.       Definition of Highest and Best Use                         IV-18
      L.       Highest and Best Use As If Vacant                          IV-19
               1.       Legally Permissible                               IV-19
               2.       Physically Possible                               IV-19
               3.       Financially Feasible and Maximally Productive     IV-19
      M.       Highest and Best Use "As Improved"                         IV-20
<PAGE>

                                TABLE OF CONTENTS
================================================================================

                                    SECTION V
                                    VALUATION

A.       Discussion of the Three Approaches to Value                       V-1
         1.       Cost Approach                                            V-1
         2.       Sales Comparison Approach                                V-1
         3.       Income Capitalization Approach                           V-1
B.       Valuation of the Subject Property                                 V-2

SALES COMPARISON APPROACH                                                  V-3
A.       Introduction                                                      V-3
B.       Presentation of Comparable Sales                                  V-8
C.       Adjustments                                                       V-11
D.       Conclusion                                                        V-13

INCOME CAPITALIZATION APPROACH
A.       Introduction                                                      V-14
B.       Methodology                                                       V-14
         1.       Direct Capitalization                                    V-14
         2.       Yield Capitalization (Discounted Cash Flow Approach)     V-15
C.       Basis for Cash Flow Projections                                   V-15
D.       Historical Operating Results                                      V-16
E.       Operating Statistics on Comparable Hotels                         V-20
F.       Stabilized Year Estimate                                          V-23
         1.       Departmental Revenues and Expenses                       V-23
         2.       Undistributed Operating Expenses                         V-28
         3.       Management Fee and Fixed Charges                         V-31
H.       Stabilized Year Operating Results                                 V-32
I.       Estimated Annual Operating Results for the Holding Period         V-34
         1.       Holding Period                                           V-34
         2.       Inflation                                                V-34
         3.       Average Daily Room Rate and Occupancy During
                  the Holding Period                                       V-35
         4.       Operating Revenues and Expenses During
                           the Holding Period                              V-36
         5.       Statement of Estimated Annual Operating Results
                           During the Holding Period                       V-36
J.       Valuation Using Direct Capitalization                             V-41
         1.       Capitalization Rate                                      V-41
         2.       Stabilized Value Calculation - Direct Capitalization     V-44
K.       Discounted Cash Flow Analysis                                     V-45
         1.       Net Proceeds Upon Sale (Reversion)                       V-45
         2.       Discount Rate                                            V-46
         3.       Valuation Calculation - Discounted Cash Flow             V-47
L.       Income Capitalization Approach Valuation Conclusion               V-48
<PAGE>

                                TABLE OF CONTENTS
================================================================================

                                    SECTION V
                                    VALUATION
                                   (Continued)

RECONCILIATION AND FINAL ESTIMATE OF VALUE                                 V-50
          A.      Final Conclusion of Market Value "As Is"                 V-50
          B.      Personal Property Allocation                             V-51
          C.      Marketing Exposure Periods                               V-52
<PAGE>

                                     ADDENDA

A.    CERTIFICATION OF THE APPRAISERS

B.    STATEMENT OF ASSUMPTIONS AND LIMITIING CONDITIONS

C.    LEGAL DESCRIPTION OF THE PROPERTY

D.    QUALIFICATIONS OF THE APPRAISERS

E.    COPY OF APPRAISERS' STATE OF CALIFORNIA CERTIFICATES

F.    PKF CONSULTING'S HOSPITALITY INVESTMENT SURVEY

G.    ENGAGEMENT LETTER FOR THE APPRAISAL
<PAGE>

                                    SECTION I
                   SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS
                                  INTRODUCTION
<PAGE>

                   SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS
================================================================================

================================================================================
                   Summary of Important Facts and Conclusions
================================================================================
Subject Property                              Ritz-Carlton Hotel
                                              100 Carondelet Plaza
                                              Clayton (St. Louis), Missouri 
                                              63105
                                              Telephone (314) 863-6300
- --------------------------------------------------------------------------------
Owner:                                        HEF 1 - STL No. 1, LLC / Maritz,
                                              Wolff & Co.
- --------------------------------------------------------------------------------
US Census Tract                               2165.00
Thomas Guide Grid                             Not available
Assessor's Parcel Number                      19J431878
- --------------------------------------------------------------------------------
Effective Date of Appraisal                   October 1, 1997
- --------------------------------------------------------------------------------
Property Rights Appraised                     Fee Simple Estate
- --------------------------------------------------------------------------------
                                              Highest and Best Use
- --------------------------------------------------------------------------------
Highest and Best Use
        As if Vacant                          Hold for future development
        As Improved                           Full-Service Hotel
- --------------------------------------------------------------------------------
                                              Property Description
- --------------------------------------------------------------------------------
Improvements
        Year Built                            1990
        Gross Building Area                   383,977 square feet
        Number of Rooms                       301
        Parking                               745 parking spaces are available 
                                              in a seven-level attached
        Number of Floors                      garage
        Amenities                             18 (17 levels above-ground and one
                                              basement level)
        Compliance with ADA                   Two restaurants, lobby lounge,
                                              cigar club, 30,000 square feet
                                              of meeting space, fitness
                                              center, indoor pool and spa, sun
                                              deck, Club Level guest rooms.
                                              Not in full compliance
- --------------------------------------------------------------------------------
Site
        Area (Gross)                          2.99 acres (130,244 square feet)
        Zoning                                C-4 (Commercial District)
        Flood Zone                            Zone X, Panel #290341-0001F, dated
                                              September 28, 1990
        Alquist Priolo Zone                   No
        Wetlands Zone                         No
        Historical, Natural, Cultural,
         Recreational, Scientific Value       No
- --------------------------------------------------------------------------------
                                              Valuation Conclusion
- --------------------------------------------------------------------------------
Cost Approach                                 Not Applicable
- --------------------------------------------------------------------------------
Sales Comparison Approach                     $60,000,000
- --------------------------------------------------------------------------------
Income Capitalization Approach
        Stabilized Occupancy                  75.0%
        Stabilized Average Daily Room Rate    $153.00
        Stabilized Net Operating Income       $5,413,000
        Capitalization Rate                   9.0%/9.5%
        (Going-In/Terminal)                   12.0%
        Discount Rate
        Indicated Value                       $60,100,000
             Direct Capitalization            $59,500,000
           Discounted Cash Flow Analysis
- --------------------------------------------------------------------------------
Final Estimate of "As Is" Market Value        $60,000,000
- --------------------------------------------------------------------------------
Value of Personal Property (FF&E)             $5,600,000
- --------------------------------------------------------------------------------
Exposure and Marketing Periods                6 months or less
================================================================================

================================================================================


                                      I-1
<PAGE>

                               [GRAPHIC OMITTED]

             View of Hotel from Carondelet Plaza, Looking Northeast

                               [GRAPHIC OMITTED]

               View of Main Porte-Cochere Entry, Looking Northeast

================================================================================


                                      I-2
<PAGE>

                   SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS
================================================================================

A.    IDENTIFICATION OF THE PROPERTY

The property to be appraised is the Ritz-Carlton, St. Louis, Missouri, a
301-unit hotel located in Clayton (St. Louis), Missouri, County of St. Louis.
The property has a street address of 100 Carondelet Plaza, between Forsyth
Boulevard and Forest Park Parkway, in the central business district of Clayton.
The property is identified for property tax purposes in St. Louis County
Property Tax Records as parcel 19J431878.

B.    LEGAL DESCRIPTION

The legal description of the 130,244 square foot subject site is described in
as:

      "A tract of land in Township 45, North, Range 6 East, St. Louis County,
      Missouri, and being part of Hanley's Resubdivision of Blocks 6, 7, 8, 9,
      and 20 of Hanley's Addition to Clayton as per Plat Book 7, Page 62 of the
      St. Louis County Records and part of Block 12 of Northmoor Park Addition
      as per Plat Book 14, Pages 84 and 85 of the St. Louis County Records."

A copy of this document is presented in Addendum C.

C.    PURPOSE AND USE OF THE APPRAISAL

PKF Consulting was engaged by Merrill Lynch Mortgage Capital, Inc. on September
19, 1997, to perform an appraisal of the subject property. The purpose of this
appraisal is to estimate the market value "as is" of the fee simple estate in
the subject for loan underwriting and/or asset evaluation purposes.

D.    PROPERTY RIGHTS APPRAISED

The property rights appraised are the fee simple estate in the subject. A fee
simple estate is defined as:

      Absolute ownership unencumbered by any other interest or estate, subject
      only to the limitations imposed by the governmental powers of taxation,
      eminent domain, police power, and escheat.(1)

- ----------
(1)   Appraisal Institute, The Dictionary of Real Estate Appraisal, Third
      Edition (Chicago: Appraisal Institute, 1993), Page 140

================================================================================


                                      I-3
<PAGE>

                   SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS
================================================================================

E.    IMPORTANT DATES

The property was inspected on October 1 through 3, 1997, by Kenneth Kuchman,
Vice President with PKF Consulting. During the primary inspection of the hotel,
Mr. Kuchman was accompanied by Paul E. Mack, the hotel's director of
engineering. Mr. Kuchman also met with the hotel's general manager, director of
operations, and controller. The physical inspection included a random sampling
of guestrooms, all public areas, all back-of-the-house facilities, the roof of
the tower, and the exterior of the property. Further, Mr. Kenneth Fearn of
Maritz, Wolff & Co. has provided requested documents and additional background
information on the property. Our fieldwork was undertaken in October 1997 and
the report was also written in October 1997. The date of this report is October
20, 1997 and the effective date of value of the property is October 1, 1997.

F.    SUMMARY OF OWNERSHIP AND SALES HISTORY

The fee simple interest in the subject site is held by HEF 1 - STL No. 1, LLC, a
limited partnership related to Maritz, Wolff & Co., which acquired the hotel in
November 1994 from Boatmen's Bank, the original owner's lender, who took
possession of the hotel through a deed-in-lieu of foreclosure proceeding. We
understand that the purchase price for the hotel at that time was $36,800,000.
The hotel continues to be managed by the Ritz-Carlton Hotel Company, LLC, for
which the Ritz-Carlton is paid a management fee. For the purpose of this
appraisal, we have assumed that the hotel would be sold encumbered with the
existing management contract in place, and that the hotel would continue to
operate as a Ritz-Carlton property.

We are not aware of any other transactions involving the Ritz-Carlton, St.
Louis, which have occurred during the past three years, from October 1994 to
October 1997.

G.    DEFINITION OF VALUES

      1.    Market Value

"Market value" means the most probable price which a property should bring in a
competitive and open market under all conditions requisite to a fair sale, the
buyer and seller each acting prudently and knowledgeably, and assuming the price
is not affected by undue stimulus. Implicit in this definition is the
consummation of a sale as of a specified date and the passing of title from
seller to buyer under conditions whereby:

================================================================================


                                      I-4
<PAGE>

                   SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS
================================================================================

      1.    Buyer and seller are typically motivated;

      2.    Both parties are well informed or well advised, and acting in what
            they consider their own best interests;

      3.    A reasonable time is allowed for exposure in the open market;

      4.    Payment is made in terms of cash in U.S. dollars or in terms of
            financial arrangements comparable thereto; and,

      5.    The price represents the normal consideration for the property sold
            unaffected by special or creative financing or sales concessions
            granted by anyone associated with the sale.(2)

      2.    Market Value "As Is"

Market value "as is" on appraisal date means an estimate of the market value of
a property in the condition observed upon inspection and as it physically and
legally exists without hypothetical conditions, assumptions, or qualifications
as of the date the appraisal is prepared.(3)

      3.    Going-Concern Value

The value created by a proven property operation; considered as a separate
entity to be valued with a specific business establishment.(4)

H.    THE CURRENT INVESTMENT CLIMATE FOR HOTEL PROPERTIES

The investment climate for hotel investments both on a national basis in general
and in the Midwest region as well, has improved dramatically over the past few
years. The resurgence in the overall health of the hotel industry, as reflected
in higher average occupancies and average daily room rates, combined with the
lack of construction of new full-service properties, particularly in urban
markets such as St. Louis, have caused such hotel properties to again become a
desired real estate investment for major investors.

- ----------
(2)   Federal Register, Vol. 55, 165, Friday, August 24, 1990, Rules and
      Regulations, 12 CFR Part 34.42(F)
(3)   Appraisal Policies and Practices of Insured Institutions and Services
      Corporation Federal Home Loan Bank Board, "Final Rule," 12 CFR Parts 563
      and 571, December 31, 1987
(4)   Appraisal Institute, op. cit., Page 160

================================================================================


                                      I-5
<PAGE>

                   SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS
================================================================================

During the period from the late 1980s to the early 1990s, hotels had fallen
out-of-favor as an investment class, with a great decline in market value being
experience by many hotel properties by the "bottoming out" of the market, which
was reached in 1993. Moving beyond 1993, the hotel investment market truly began
to strengthen during 1995, and this resurgence was fueled by hotel real estate
investment trusts (REITs) such as Starwood Lodging Trust, Patriot American, and
FelCor, which have poured Wall Street money into the marketplace. In addition to
the recent REIT activity, the re-emergence of both debt and equity players who
had sidelined themselves during the downturn in the market have helped fuel the
competition for hotel investments. Included in this set of renewed investors are
the money center banks, insurance companies, and pension funds that had
curtailed hotel investment after the late 1980s.

The primarily achievement of hotels, as income properties, over the past few
years has been cost-containment and other operational efficiencies instituted
during the "lean" years of the late 1980s and early 1990s. With occupancies and
room rates now up in most markets, the expense efficiencies achieved have
allowed more of the top-line improvement to flow into net operating income, thus
enhancing the attractiveness of hotels as an investment class.

I.    SCOPE AND METHODOLOGY OF THE APPRAISAL

The scope of the appraisal included an inspection of the subject property and
its immediate area, an analysis of the local hotel market as it relates to the
subject, and an estimation of the subject's market value using the Sales
Comparison and Income Capitalization Approaches to value.

Sources of information for the appraisal included interviews with management
personnel of the subject itself, management representatives of competitive
hotels, representatives of local government and community agencies, industry
professionals, and in-house data. Financial statements for the subject property,
prepared by the Ritz-Carlton Hotel Company, LLC, were provided both by Maritz,
Wolff & Company and hotel management. Since these statements were not prepared
by us, we do not take responsibility for their accuracy, but we have assumed
that they are correct. Our research, methodology, analyses, and conclusions are
presented in this narrative appraisal as outlined below.

================================================================================


                                      I-6
<PAGE>

                   SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS
================================================================================

Section I presents the appraisal issues, important dates, and background
information. Section II contains a review and analysis of the subject's overall
market as well as its immediate neighborhood. Section III is the property
description, which addresses the overall concept of the subject including a
discussion of the site and the improvements. Section IV includes our analysis of
the local hotel market. Included in this section is also our opinion of the
highest and best use for the subject property. Section V contains our value
estimate using the Sales Comparison and Income Capitalization Approaches to
value, followed by a reconciliation and our final conclusion of value. The
Addenda includes a Certification of the Appraisers, our statement of Assumptions
and Limiting Conditions, Legal Description of the Property, Qualifications of
the Appraisers, Copy of Appraisers' State of California Certificates, PKF
Consulting's Hospitality Investment Survey, and Copy of the Engagement Letter
for the Appraisal.

J.    COMPETENCY PROVISION OF USPAP

The Competency Provision of the Uniform Standards of Professional Appraisal
Practice, promulgated by the Appraisal Foundation and required as part of the
Financial Institutions Reform, Recovery, and Enforcement Act (FIRREA), states
that:

      Prior to entering an agreement to perform any assignment, an appraiser
      must properly identify the property to be appraised and have the knowledge
      and experience that will be required to complete the assignment
      competently or alternatively:

      1.    Disclose the lack of knowledge and/or experience to the client
            before accepting the assignment;

      2.    Take all appropriate steps necessary to complete the assignment
            competently; and,

      3.    Describe the lack of knowledge and/or experience and the steps taken
            to complete the assignment competently in the report.

PKF Consulting is a member of Pannell Kerr Forster International, an
international firm which has been providing accounting, consulting, and
appraisal services within the hospitality industry in the United States for over
80 years. In addition, the firm publishes extensive material, providing
aggregate statistics on hotel performance, which serves as a benchmark for the
industry.

================================================================================


                                      I-7
<PAGE>

                   SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS
================================================================================

Thomas E. Callahan, CPA, CRE, MAI and Kenneth Kuchman have extensive experience
both in the San Francisco Bay area hotel market in specific and in the appraisal
of hotel facilities in general as seen in the professional qualifications
provided in Addendum D of this report. It should be noted that both Mr. Callahan
and Mr. Kuchman are certified general real estate appraisers in the State of
California, and Mr. Kuchman is registered as a general real estate appraiser in
the State of Missouri with regard to the appraisal of the subject property.

================================================================================


                                      I-8
<PAGE>

                                   SECTION II

                      AREA REVIEW AND NEIGHBORHOOD ANALYSIS
<PAGE>

                               [GRAPHIC OMITTED]

                                  Regional Map
<PAGE>

                          AREA AND NEIGHBORHOOD REVIEW
================================================================================

A.    INTRODUCTION

In commercial real estate valuation, it is recognized that property values are
influenced by factors that can be broadly categorized as economic, governmental,
social, and environmental. It is therefore necessary to evaluate the dynamics of
these factors within a market to understand their effect on property value.

The Ritz Carlton, St. Louis is located in Clayton, a small, upscale suburb in
the Greater St. Louis Metropolitan Area located to the northwest of the City of
St. Louis. Accordingly, an understanding of trends in the above four factors for
the Greater St. Louis Metropolitan Area in general, and the City of St. Louis
and Clayton in particular are important in valuing the subject property.
Presented in the following paragraphs is a discussion of factors impacting the
subject. Governmental and environmental issues are primarily discussed in
Section III of this appraisal with regard to property taxes, zoning, and other
regulatory issues which affect the property.

B.    ST. LOUIS OVERVIEW

The subject property is located proximate to St. Louis, a city situated along
the Mississippi River at the eastern extremity of the state of Missouri, across
the river from Illinois. Due to St. Louis' central location within the Midwest,
it has historically enjoyed a reputation as a desirable convention destination.
St. Louis is located within 500 miles of one third of the country's population
and businesses, and currently ranks eighth in the nation with respect to
corporate headquarters representation. Fortune Magazine recently ranked St.
Louis as the sixth best place to live and work in the United States. A sampling
of nationally ranked companies located in St. Louis include Anheuser-Busch,
Emerson Electric Company, May Department Stores, Boeing/McDonnell Douglas,
Monsanto, and Ralston Purina.

A review of economic and demographic trends offers an indication of the relative
health of the subject market area.

C.    ST. LOUIS ECONOMIC AND DEMOGRAPHIC TRENDS

      1.    Introduction

To assess the economic and environment in which the subject is operating, data
was gathered from a number of different sources including various city and
county agencies, and sources within the private sector. Analysis of this data
provides a means of measuring the economic climate in which the subject property
functions.

================================================================================


                                      II-2
<PAGE>

                          AREA AND NEIGHBORHOOD REVIEW
================================================================================

In the assessment of the general economic climate for a hotel property in the
Greater St. Louis Metropolitan Area, particular emphasis was placed on key
indicators such as the city's population, effective buying income (EBI), and
employment growth. Additionally, in order to understand the dynamics of the
local market, we have analyzed commercial office space absorption, convention
activity, tourism, and transportation modes and patterns impacting the St. Louis
Metropolitan Area.

      2.    Population

Like most older urban areas throughout the nation, the City of St. Louis has
experienced a declining population which fell from 453,085 in 1980 to 396,685 in
1990, a compound annual decrease of (1.3) percent. However, the metropolitan
area population increased at a moderate compound annual rate of 0.3 percent,
from 2,414,091 in 1980 to 2,492,525 in 1990. Both trends are expected to
continue with population in 2000 projected at 368,000 in the city, and 2,678,300
for the metropolitan area. The current population of the metropolitan area is
2,561,400, including a population of 13,705 in Clayton.

      3.    Effective Buying Income

Often used as an indicator of market quality, EBI is defined as personal income
less personal tax and non-tax payments (also known as disposable income). EBI is
also a bulk measurement of market potential indicating the ability to buy. The
following chart represents the distribution of EBI per household for the St.
Louis Region compared to that of the United States.

================================================================================


                                      II-3
<PAGE>

                          AREA AND NEIGHBORHOOD REVIEW
================================================================================

                               [BAR GRAPH OMITTED]

As can be noted above, St. Louis has a higher than average number of households
with an EBI of $35,000 or larger. The median household income for St. Louis is
approximately $37,400 compared to $33,500 for the United States. This represents
a noticeable level of affluence for the Greater St. Louis Metropolitan Area.

      4.    Employment

The Greater St. Louis Metropolitan Area is the home to a number of Fortune 500
companies such as Ralston Purina, Boeing/McDonnell Douglas Corp, and Monsanto.
Despite the abundance of these companies, St. Louis is considered a location of
no-growth industries such as defense and auto. With the recent strike at
Boeing/McDonnell Douglas, the layoff of 2,500 Chrysler workers, and the
potential relocation plans of TWA, the manufacturing sector is not expected to
experience the growth that is typically common with other stronger manufacturing
industries such as technology and electronics.

================================================================================


                                      II-4
<PAGE>

                          AREA AND NEIGHBORHOOD REVIEW
================================================================================

Total employment growth has increased at a modest compound annual rate of 1.2
percent from a 1994 workforce of 1,224,000 to a 1996 workforce of 1,268,000, and
is projected to increase by 2.7 percent for 1997 ranking it twenty-fifth out of
58 Metropolitan Statistical Areas. Employment growth is anticipated at 1.0
percent annually thereafter until the year 2000. The unemployment rate has
dropped from 4.8 percent in 1994 to 4.2 percent in 1996. St. Louis's failure to
attract a concentration of high-growth companies will contribute to the
comparably weak employment growth that is projected until the year 2000.

Despite the relative lack of growth in the St. Louis area manufacturing
industry, the economy is becoming increasingly service-oriented, with tourism
comprising a large portion of the workforce. The services sector currently
comprises 31.0 percent of the workforce with wholesale and retail trade
accounting for 24.0 percent, manufacturing 16.0 percent. And the balance falling
into the government, construction and mining, finance, insurance, real estate,
transportation, communication and public utility trades.

The following table lists the ten largest private and public sector employers in
the Greater St. Louis Metropolitan Area.

                ================================================
                      Greater St. Louis Metropolitan Area
                               Largest Employers
                ================================================
                                                   Number of
                            Company                Employees
                ------------------------------------------------
                Boeing/McDonnell Douglas             22,100
                BJC Health Systems                   21,000
                Schnuck Markets                      12,600
                Southwestern Bell                     9,000
                Washington University                 8,800
                U.S. Air Force                        8,600
                Trans World Airlines Inc.             8,200
                St. Louis University                  7,700
                Chrysler Corporation                  4,700
                Monsanto                              4,600
                Anheuser-Busch Cos. Inc.              4,600
                ================================================
                Source:  St. Louis Regional Commerce and
                         Growth Association
                ================================================

================================================================================


                                      II-5
<PAGE>

                          AREA AND NEIGHBORHOOD REVIEW
================================================================================

D.    COMMERCIAL OFFICE MARKET

      1.    Introduction

Since the corporate/commercial office sector represents a potential source of
demand for area hotels, a review of recent trends in the office market
conditions is considered relevant. Commercial business travelers represent a
significant market for the St. Louis hotel industry and the subject property in
particular. This market is primarily generated by persons visiting businesses
housed in commercial office developments located in the central business
district and within the metropolitan area. Accordingly, an analysis of the
historical and expected future growth in the area's office market is therefore
an important element in understanding the strength of the local commercial hotel
market.

      2.    St. Louis Metropolitan Area

The following table represents the net rentable area, historical vacancy rates,
annual net absorption, and new construction in the St. Louis Metropolitan Area.

================================================================================
                           St. Louis Metropolitan Area
              Summary of Commercial Office Space Building Activity
                                    1990-1997
================================================================================
                Total Net          Vacancy       Annual Net           New
   Year       Rentable Area         Rate         Absorption       Construction
- --------------------------------------------------------------------------------
   1990         29,843,662          17.1%        1,143,302          884,000
   1991         30,267,762          17.2%          386,348          402,000
   1992         30,343,408          16.6%          206,702           80,000
   1993         30,252,747          14.1%          890,851                0
   1994         30,778,852          11.9%        1,071,327          200,000
   1995         31,444,746          10.8%          489,724          280,000
   1996         33,040,870          11.4%          335,814          365,000
   1997(1)      33,235,348           9.0%          279,604          667,000
- --------------------------------------------------------------------------------
   CAGR            1.6%
================================================================================
CAGR: Compound Annual Growth Rate

(1) Represents third quarter 1997 Year to Date

Source: CB Commercial
================================================================================

As can be noted above, during the early 1990's the net rentable area of office
space remained constant at approximately 30 million square feet while vacancy
rates slowly declined from 17.0 percent in 1990 to 14.0 percent in 1993. This
decrease in vacancy rates is attributed to the cessation in new construction
from approximately 880,000 square feet in 1990 to zero new construction in 1993.
From 1993 through the third quarter of 1997, the vacancy rates of the Greater
Metropolitan Area decreased from 14.0 percent to 9.0 percent, while new
construction increased 

================================================================================


                                      II-6
<PAGE>

                          AREA AND NEIGHBORHOOD REVIEW
================================================================================

steadily with 667,000 square feet of commercial office space under construction
through the third quarter of 1997. This reflects a resurgence in the office
market coinciding with the strong economy.

      3.    Clayton

The subject Ritz Carlton, St. Louis benefits from the absorption of commercial
office space in the Greater St. Louis Metropolitan Area, its location in Clayton
and along the Interstate 40 western corridor ("West Counties") is also
advantageous. Since 1992, the vacancy rates for the Highway 40 corridor have
decreased from a high of 19.2 percent in 1990 to a remarkable low of 2.5 percent
through the third quarter of 1997. During this same time period, the total
amount of net rentable area has only increased from 2,372,000 in 1990 to
2,768,000 in 1997 thus reflecting very little new construction. As vacancy rates
continue to drop due to increased demand for office space, the Highway 40
corridor is likely to see increased new construction, making the area a
continuing attractive alternative to the downtown area.

E.    TOURISM AND CONVENTION ACTIVITY

      1.    Convention Center

The performance of the subject hotel is tied to local convention activity as
large conventions create "spill-over" demand for other hotels in the area. As
stated previously, St. Louis, due to its centralized location, has historically
enjoyed a reputation as a desirable convention destination. In recognition of
this, St. Louis' convention center completed a major expansion in 1993. The
center, now called America's Center, incorporates the Cervantes Convention
Center, a state-of-the-art Trans World Dome, and the St.
Louis Executive Conference Center.

The Cervantes Convention Center at America's Center has six exhibit halls, and
502,000 square feet of contiguous exhibition space, including 162,313 square
feet in a domed stadium / exhibit hall. The Trans World Dome can seat 70,000
people and the space can be divided from ceiling to floor with an acoustically
sound curtain wall. The America's Center is equipped with 84 flexible meeting
rooms, including 13 adjacent to the Trans World Dome, and a 28,000 square foot
ballroom. America's Center also features a three-level, 1,411 fixed-seat lecture
hall. The St. Louis Executive Center is designed to accommodate smaller groups.
It contains three individual meeting suites and is the first small conference
property located within a convention facility. The expanded convention center
has been well received by convention and meeting planners, and this acceptance
is reflected in recently increased attendance levels by conventioneers. The
following table summarizes the historical results of St. Louis' America's
Center.

================================================================================


                                      II-7
<PAGE>

                          AREA AND NEIGHBORHOOD REVIEW
================================================================================

              =================================================
                              America's Center
              =================================================
                             Meetings and         Hotel
                 Year        Conventions       Room Nights
              -------------------------------------------------
                 1993            273             385,000
                 1994            334             378,200
                 1995            383             376,500
                 1996            336             448,500
                 1997            350             429,500
              -------------------------------------------------
              CAGR              7.2%               5.2%
              =================================================
              Source:  St. Louis Convention and Visitors
                       Commission
              =================================================

As can be noted by the figures above, the compound annual growth rate for
conventions is 7.2 percent since 1993, while the compounded growth rate of hotel
room nights for the same time period is 5.2 percent. Projections through 1997
indicate 350 meetings and conventions, and 429,000 hotel room nights. Since the
expansion of the convention facilities in 1993, the increase in the number of
conventions has resulted in a significant increase in hotel room nights. Thus,
future expectations for the America's Center appear quite positive, a situation
which bodes well for area hotels. This fact was also made known to us during our
fieldwork and we understand that all of the major downtown hotels in St. Louis
are projecting increased convention business over the next five years.

Moreover, both as a result of the success of America's Center and the slow
growth of existing resident industries in St. Louis, we understand that city
government and the Convention and Visitors Bureau are planning expanded efforts
to promote tourism to St. Louis. The convention and leisure industries are seen
as a "clean" industry with far-ranging economic benefits. These efforts are
expected to begin in 1998 with an extensive new "Midwestern Civilization"
advertising campaign. The culmination of new tourism development is expected to
occur in 2004, the 100th Anniversary of the St. Louis' hosting of the 1904
World's Fair.

      2.    Gaming

Riverboat gaming was introduced into Missouri in May of 1994. In 1995 Missouri
riverboat gaming taxes had become the fourth largest tax revenue category after
personal income, sales, and corporate taxes. There are currently two riverboats
in the Downtown area. The President Casino on the Admiral is located on the
Missouri side of the Mississippi River while the Casino Queen is located on the
Illinois side. Additionally, there are two riverboats located to the west of the
St. Louis on the Missouri River; the Station Casino, and Harrah's. Riverboat
gaming has had a positive influence on tourism in general, and the convention
industry in particular, although none of the management personnel we interviewed
at the hotels comparable to the subject hotel indicated that the casinos
generated a significant number of room nights.

================================================================================


                                      II-8
<PAGE>

                          AREA AND NEIGHBORHOOD REVIEW
================================================================================

      3.    Tourism

Tourist attractions in the St. Louis area are abundant, the most prominent of
which is the Gateway Arch, symbolizing the city as the gateway to the west. The
Arch, located in Jefferson Memorial Park, along the Mississippi River and two
blocks east of the subject, rises 630 feet with tram access and an observation
room at the top. Beneath the Arch is the Museum of Westward Expansion and the
Arch Odyssey Theater. Other attractions within or near Jefferson Memorial Park
include the Old Courthouse, of historical and architectural significance, the
site of the first two Dred Scott trials; and the Basilica of St. Louis, 150
years old and St. Louis' first church.

The Keil Center, an 18,500- seat arena is the home of the National Hockey
League's St. Louis Blues and the University of St. Louis basketball team. It is
also used for concerts, ice shows, family shows, and civic events. The 12-story
arena adjoins the historic Keil Opera House, which was recently renovated and
contains 664,000 square feet, providing seating of 18,500 for hockey games and
19,500 for other events. Bush Stadium is located in the heart of downtown and is
the home of the Major League Baseball's St. Louis Cardinals.

Union Station, originally constructed in 1894 and formerly the world's largest
and busiest railroad terminal, ceased rail operations in 1978. This national
historic landmark was completely renovated by the Rouse Company in 1985, and
today offers over 125 shops, restaurants, and entertainment facilities, and
includes the Hyatt Regency Hotel. Union Station is one of the most popular
tourist destinations in St.
Louis.

La Clede's Landing, located along the River just north of the Arch, is a nine
square block area of renovated warehouses offering shopping, restaurants, and
night clubs. This area, revitalized in 1975 and designated a national landmark
in 1976, is a popular tourist draw.

Other popular attractions include the St. Louis Zoo, the Botanical Gardens which
span 65 acres and include a rainforest exhibit, the Anheuser-Bush Brew House,
the Bowling Hall of Fame, and the St. Louis Car Museum.

================================================================================


                                      II-9
<PAGE>

                          AREA AND NEIGHBORHOOD REVIEW
================================================================================

F.    TRANSPORTATION

St. Louis is served by an excellent transportation network, offering residents
and visitors access to a variety of travel modes.

      1.    Highway

A number of interstate highways serve the St. Louis area. I-70 is an east-west
highway linking St. Louis with Kansas City to the west and Illinois to the east.
I-64/U.S. 40 begins at I-70 in downtown St. Louis, traverses the City in an
east-west direction, and re-links with I-70 west of St. Louis near Lake St.
Louis. Similarly, I-44 begins at I-70 in downtown St. Louis, traverses the city
in a southwestern direction linking with the City of Springfield, Missouri, and
into Kansas. I-55 is a north-south highway, passing through St. Louis linking
the state of Arkansas with Bloomington, Illinois. I-270 is a highway comprising
a beltway around the city and continuing into Illinois, while I-170 is a
north-south expressway linking I-64/U.S. 40, west of the City of Clayton, with
I-270 northwest of the city near the airport.

Due to St. Louis' centralized location, it benefits from the confluence of a
number of important interstate highways, rendering the area readily accessible
from all major market areas in the Midwest, and throughout the country.

      2.    Air Transportation

Lambert - St. Louis International Airport, located northwest of the City, is
served by nine domestic airlines including America West, Continental, Delta,
Northwest, Southwest, TWA, United, and USAir, and is ranked the eighth busiest
in the country. Total passenger traffic through the airport has declined over
the five year period 1989 through 1993, a period of time which coincides with
the recessionary economy. However, since 1993, the total number of passengers
has increased to approximately 27,300,000 in 1996 representing a compounded
annual growth rate of 11.0 percent. Total passenger counts are listed in the
following table.

================================================================================


                                     II-10
<PAGE>

                          AREA AND NEIGHBORHOOD REVIEW
================================================================================

            =========================================================
                            Total Passenger Traffic
                   Lambert - St. Louis International Airport
                               1989 through 1996
            =========================================================
                                           Total          Percent
                      Year               Passengers       Change
            ---------------------------------------------------------
                      1989               20,170,060          -
                      1990               20,065,737        (0.5%)
                      1991               19,151,278        (4.6%)
                      1992               20,984,782         9.6%
                      1993               19,923,774        (5.1%)
                      1994               23,362,671        17.3%
                      1995               25,719,351        10.1%
                      1996               27,274,846         6.1%
            ---------------------------------------------------------
               CAGR (1993 to 1996)         11.0%             -
            =========================================================
            Source: Lambert - St. Louis International Airport
            =========================================================

The Lambert - St. Louis International Airport is currently undergoing a $97
million expansion of the East Terminal. This expansion will include 12 new gates
to be used by Southwest Airlines allowing additional 89 flights per day. This
expansion will also add a new parking facility accommodating 1,000 cars on three
levels, and a second MetroLink station. The construction of the new East
Terminal is expected to be completed in December of 1998.

It should also be noted that Mid-America Airport opened in October of 1997 and
will serve as the St. Louis Region's second airport as a reliever to Lambert -
International Airport. Mid-America will be a full-service commercial airport and
is located approximately 25 miles east of downtown in Illinois. However, at the
present time, no scheduled flights utilize this new facility.

      3.    Port of Metropolitan St. Louis

The port of Metropolitan St. Louis is the northernmost point on the Mississippi
River that normally remains ice-free and open throughout the year and the
southernmost point with lock-free navigation to the Gulf. The Port extends 70
miles along both banks of the Mississippi and takes in parts of the Missouri and
Kaskaskia Rivers. The Port Handles in excess of 26 million tones of freight
annually.

================================================================================


                                     II-11
<PAGE>

                          AREA AND NEIGHBORHOOD REVIEW
================================================================================

      4.    Commuter Rail Transportation

A light rail system, Metrolink, completed in 1993, links East St. Louis,
Illinois, with northwest St. Louis County, northwest of the city, and the
airport. The system connects all key areas of downtown including the riverfront,
La Clede's Landing, the convention center, Busch Stadium, the Kiel Center, and
Union Station. This system provides convenient access to all points of the city
for a reasonable fare of $1.00, and is free between Union Station and La Clede's
Landing.

G.    NEIGHBORHOOD REVIEW

The subject site is located in the western suburban area of St. Louis, in the
suburb of Clayton, Missouri, a town founded in 1913. Clayton is best described
as a quiet, secure, suburban community with a metropolitan flair. The central
business district of Clayton blends approximately 4,500,000 square feet of
commercial office space with the vitality of approximately 1,000,000 square feet
of retail space. Clayton's residential neighborhoods include a housing mix of
stately single-family homes, condominiums, and multiple-family apartment
dwellings. Much of the residential area is within walking distance of specialty
boutiques, shops, and cafes. 93.0 percent of Clayton's area is devoted to
residential uses, and 70 acres are developed as park land.

The Clayton area is accessed by Interstates 64 and 270, or by expressways such
as the Forest Park Parkway. The subject hotel is located in the eastern section
of the central business district of Clayton, on Carondelet Plaza between Forest
Park Parkway and Forsyth Boulevard. Development in the area is dominated by
several large mid-rise and high-rise commercial buildings along the western end
of Carondelet Avenue and the major perpendicular thoroughfares of Brentwood
Boulevard, Meramec Avenue, Central Avenue, and Benniston Avenue. Notable
buildings include the Manufacturers Bank, UMB Bank, the 8000 Maryland Avenue
Building, and a number of smaller retail structures, shops, hotels, and many
restaurants. At the southwestern end of Brentwood Boulevard is the upscale St.
Louis Galleria shopping center, one of the largest such developments in the St.
Louis area. A map of the neighborhood area is presented on the following page.

Offices in Clayton house over 2,000 business and professional firms, with 68 of
these companies being Fortune 500 firms, such as Boeing/McDonnell Douglas,
Anheuser-Busch, and Monsanto. Clayton is also the location of the majority of
St. Louis County governmental offices. In total, over 28,000 workers are
employed in the central Clayton area on a daily basis.

================================================================================


                                     II-12
<PAGE>

                          AREA AND NEIGHBORHOOD REVIEW
================================================================================

As will be discussed in the following section of this report, there are several
vacant parcels of land near the subject property. According to our discussions
with the City of Clayton Planning Department, we understand that plans exist for
a proposed in-fill development of commercial office and retail shops in the
Plaza at Clayton area. However, this development is still speculative at this
time, and new construction is not forecast to start for another two years, at
the earliest.

================================================================================


                                     II-13
<PAGE>

                               [GRAPHIC OMITTED]

                                Neighborhood Map
<PAGE>

                          AREA AND NEIGHBORHOOD REVIEW
================================================================================

H.    CONCLUSION

After reviewing the various sources of socio-economic data for the market
encompassing the subject, it is evident that the local and regional economy has
been experiencing overall stable growth during the past several years. Due to
the manufacturing-based regional economy, projections are expected to remain
stable over the short-term. Long-term projections also indicate that continued
stable economic growth is expected. For the lodging industry in particular, the
recent expansion of the convention facilities and the emphasis on convention and
leisure tourism will result in growth in transient hotel demand over the next
three to five years. It is also likely that this growth in demand will stimulate
construction of new hotels, but, as will be indicated in more detail in Sections
III and IV of this report, no new hotels of the quality and stature of the
subject property are foreseen.

The subject site benefits from a good location in relation to upscale commercial
and leisure hotel demand generated within the St. Louis Metropolitan Area. The
hotel site is equidistant to both downtown St. Louis and the Lambert - St. Louis
International Airport. Situated in the vibrant commercial hub of Clayton, the
hotel is oriented towards the West Counties, that area of the greater St. Louis
Metropolitan Area which is expected to see the most new development over the
next ten years. Overall, we project that the proposed subject's locational
characteristics will enable it to capture or exceed its fair share of demand.

Analyzing the impact on future demand of anticipated changes in the proposed
subject property's market, the following variables have been taken into account:

      o     Despite the nature of many of the manufacturing companies in the
            Greater St. Louis Metropolitan area, unemployment is expected to
            drop to 4.1 percent in 1997 while employment growth remains modest
            at 2.7 percent

      o     The St. Louis Metropolitan Area has medium household income of
            $37,400 compared to the national average of $33,500. This represents
            an effective buying income of 31.0 percent over $50,000 compared to
            the national average of 27.6 percent

      o     The St. Louis Metropolitan Area's commercial office space vacancy
            rates have been decreasing from 11.9 percent in 1994 to 9.0 percent
            through the third quarter of 1997.

      o     Commercial office space vacancy rates for the Interstate 40
            corridor, encompassing Clayton, are substantially lower, decreasing
            from a high of 19.2 percent in 1990 to a low of 2.5 percent through
            the third quarter of 1997.

================================================================================


                                     II-15
<PAGE>

                          AREA AND NEIGHBORHOOD REVIEW
================================================================================

      o     New office construction is projected, and the majority of this
            development is forecast to occur in the west county area of the St.
            Louis region.

      o     Lambert - St. Louis International Airport is experiencing steady
            growth in passenger travel, indicating a CAGR of 11.0 percent
            between 1993 and 1996;

      o     Lambert - St. Louis International Airport is undergoing a $97
            million expansion program, expected to be completed by year-end
            1998. This expansion, along with the opening of the Mid-America
            Airport, will enable the St. Louis to meet air travel needs into the
            next century.

      o     The recent expansion in 1993 of the America's Center Convention
            Center has resulted in a CAGR of 7.2 percent in convention bookings
            and CAGR of 5.2 percent in hotel room nights. Tourism and convention
            business is further expected to grow from 1998 to 2004.

In summary, while St. Louis maintains a high base of moderate growth
manufacturing industry, recent expansions to the convention center, and planned
improvements to the airport and tourism development have positioned the city to
become a continued favorable destination for travel and tourism.

================================================================================


                                     II-16
<PAGE>

                                   SECTION III
                              PROPERTY DESCRIPTION
<PAGE>

                              PROPERTY DESCRIPTION
================================================================================

A.    SITE DESCRIPTION

      1.    Location, Access, and Visibility

The subject site is located at 100 Carondelet Plaza, at the eastern end of
Carondelet Avenue near Forsyth Boulevard, in the central business area of
suburban Clayton, St. Louis, St. Louis County, Missouri. The site is bounded to
the west by Carondelet Plaza, to the east by an adjoining vacant parcel, to the
north by the continuation of Carondelet Plaza, and to the south by Forest Park
Parkway. The site has frontage along all aforementioned streets and is visible
to passing traffic in all directions.

The subject has excellent general access to the neighborhood by local
expressways, such as Forest Park Parkway, and freeways, including Interstates 64
and 170. Once reaching Clayton, the hotel site is accessible only from
Carondelet Avenue and Plaza, a four lane city street, which is reached by off
ramp from the Forest Park Parkway or from Forsyth Boulevard.

The subject hotel enjoys excellent visibility from the surrounding area due to
the height of the structure and its distinctive architecture. The area
immediately surrounding the subject is known as the Plaza in Clayton.
Immediately surrounding the subject are landscaped, vacant lots held for future
development. To the north of the subject property are commercial businesses,
such as Selkirks Department Store, and residential homes. To the east is
residential and a view to downtown St. Louis. To the west is the central
business district of Clayton with major offices such as the Mercantile Bank. To
the south, across Forest Park Parkway, are more residential homes. An elevated
walkway connects the south side of the subject property across Forest Park
Parkway with the residential area to the south of the busy expressway. A map
showing the location of the subject property in relation to the surrounding
neighborhood is found at the end of Section II, on page II-14.

      2.    Topography, Shape, and Size

The subject site, according to the St. Louis County Tax Assessor's Office, is
2.99 acres in size (130,244 square feet). The parcel approximately rectangular
in shape and is level and at grade with surrounding streets. The subject site
has approximately 236 feet of frontage along Carondelet Plaza and approximately
400 feet of frontage along both Carondelet Avenue and Forest Park Parkway. An
assessor's parcel map of the subject is presented on the second following page.

================================================================================


                                     III-1
<PAGE>

                               [GRAPHIC OMITTED]

                                   Parcel Map
<PAGE>

                              PROPERTY DESCRIPTION
================================================================================

      3.    Soil Conditions and Hazardous Materials

A soils report was not provided for the preparation of this appraisal. However,
based on the integrity of the existing structure and surrounding developments,
it appears that there are stable soil conditions present on-site and that the
soils are of sufficient bearing capacity for continued support of the existing
structures. We were made aware of the fact that the water table at the site is
high, and several sump pumps are in use to pump excess water from the property.

An environmental assessment of the subject site and its improvements has not
been supplied to us. However, it is our understanding from the hotel's director
of engineering that there are no hazardous materials such as asbestos,
lead-based paints, urea formaldehyde insulation, stressed vegetation, or unusual
or noxious odors affecting the property. One, 12,000 gallon, underground storage
tank for diesel fuel is double-walled and modern. Therefore, we have no
knowledge of the existence of any hazardous materials affecting the subject
site, and for the purpose of this appraisal we have assumed that both the site
and the improvements do not contain any contaminants which would adversely
affect the market value of the subject.

      4.    Flood Zone, Wetlands, and Earthquake Zones

According to the City of Clayton Planning Department, the subject property is
located in an "X" flood zone, an area considered to be outside of the 500-year
flood plain, according to Federal Emergency Management Agency Flood Insurance
Rate Map panel #290341-0001F, dated September 28, 1990. In addition, the subject
site is not located in a designated wetlands zone.

Regarding seismicity, the subject is not located in a designated earthquake zone
and the State of Missouri is not considered seismically active.

      5.    Historical, Natural, Cultural, Recreational, and/or Scientific Value

The subject property and improvements thereon have no known natural, cultural,
recreational, or scientific value.

      6.    Utilities

All utilities are available and connected to the site. Utility services are
provided by the following agencies.

================================================================================


                                     III-3
<PAGE>

                              PROPERTY DESCRIPTION
================================================================================

         ============================================================
         Electricity                    Union Electric
         ------------------------------------------------------------
         Natural Gas                    Westar
         ------------------------------------------------------------
         Water                          St. Louis County Water
         ------------------------------------------------------------
         Sewer                          Metropolitan Sewer District
         ------------------------------------------------------------
         Telephone                      Southwestern Bell / AT&T
         ------------------------------------------------------------
         Cable/Satellite Television     Charter Cable and LodgeNet
         ============================================================

      7.    Zoning

The subject is zoned C-4 (Commercial District/Clayton Plaza Overlay District) by
the City of Clayton. This designation allows for a variety of commercial uses
including retail, service establishments (such as barber, banks, repair shops),
hotels, clubs, and entertainment.

The basic requirements of the C-4 zoning classification are summarized below.

          =============================================================
          Maximum Height:                  No limitation established
          -------------------------------------------------------------
          Setbacks:
               Front:                      10 feet
               Side:                       None
               Rear:                       None
          -------------------------------------------------------------
          Maximum Floor Area Ratio         3:1
                                           An additional 1:1 ratio is 
                                           allowed for each one 
                                           square foot of landscaped 
                                           open space provided
          =============================================================
          Source:  City of Clayton Zoning Ordinance
          =============================================================

Accordingly, the improvements on the subject site as constructed in 1990
represent a legal, conforming use with regard to current zoning regulations.

      8.    Easements and Covenants

We have not been provided with a Policy of Title Insurance for the subject
property which spells out any easements or covenants which pertain to the
subject site. We are aware of an apparent easement across the adjoining parcel
to the east of the subject site, owned by the Clayton Land Company, which allows
access to the hotel's loading dock from Forsyth Boulevard. Further, we
understand that an agreement has been made whereby the hotel pays for a portion
of the property taxes for both this easement and for the site in front of the
hotel in the center of Carondelet Plaza where a decorative fountain is located.
We have assumed that there are no unknown title issues which would adversely
affect the value of the subject property.

================================================================================


                                     III-4
<PAGE>

                              PROPERTY DESCRIPTION
================================================================================

      9.    Assessed Value and Property Taxes

The subject is assessed by the St. Louis County on a calendar year commencing
January 1 and ending December 31. Real commercial property is assessed based
32.0 percent of fair market value as determined by the income or cost approach
to valuation. Personal property is assessed at full market value. Property
assessments are updated every two years, or sooner if new construction takes
place or if the use of the property is substantially changed.

As introduced in Section I of this report, the subject property comprises one
land parcel number, parcel 19J4311878. The parcel is located in tax rate area
0888, school code 106, city code 14, site code 0362. The parcel contains
assessments for land and improvements. A separate assessment has been made for
personal property as parcel number B0068235A. The personal property comprises
two vehicles leased by hotel and the furniture, fixtures, and equipment of the
hotel. The current, overall assessed value of the subject property on a combined
basis is as follows.

              ====================================================
                          The Ritz-Carlton, St. Louis
                              1997 Assessed Value
              ====================================================
              Real Commercial Property
                      (32.0 % of $27,000,000)          $8,640,000
              Personal Property                           766,420
              ----------------------------------------------------
              Total Taxable Value                      $9,406,420
              ====================================================

The indicated county wide tax rate for real commercial property is $6.663 per
$100 of assessed value, plus a surcharge of $1.70 per $100 of assessed value.
Therefore, based on an taxable value of $8,640,000, the property tax for the
land, buildings, and other improvements is $722,563.20. In addition, assessments
on the $766,420 of personal property are $6.593 per $100 of value, plus a fee of
$500. Total personal property taxes are $50,535.07.

In addition, as indicated, the hotel has entered into an agreement with Clayton
Land Company Ltd. to jointly pay property taxes owed for the sites on which a
fountain has been constructed in front of the hotel in Carondelet Plaza and on
which a service drive has been constructed leading to Forsyth Boulevard from the
hotel loading dock. These parcels comprise Assessor's numbers 19J543174
(fountain) and 18J111393 (service drive). Per the agreement, the hotel pays
100.0 percent of property taxes for the fountain site ($5,037.46), and 11.63
percent of the property taxes for the parcel on which the service drive is
located ($5,880.80).

The total property taxes applicable for the subject property in 1997, therefore,
are $784,016.53 and are summarized in the following table:

================================================================================


                                     III-5
<PAGE>

                              PROPERTY DESCRIPTION
================================================================================

          =============================================================
                            Ritz-Carlton, St. Louis
                         Summary of 1997 Property Taxes
          =============================================================
                           Parcel                     Property Taxes
          -------------------------------------------------------------
          19J431878, Site and Improvements              $722,563.20
          B0068235A, Personal Property                    50,535.07
          19J543176, Fountain Parcel                       5,037.46
          18J111393, Service Drive Parcel                  5,880.80
          -------------------------------------------------------------
          Total                                         $784,016.53
          =============================================================
          Source:  St. Louis County Tax Assessor's Office and
                        The Ritz-Carlton, St. Louis
          =============================================================

B.    IMPROVEMENTS DESCRIPTION

      1.    Property Design and Configuration

The Ritz-Carlton is a 301-unit full-service hotel situated in the central
business district of Clayton, Missouri, which is an upscale suburban area of St.
Louis, Missouri. The buildings consist of a hotel tower, function room building,
and connected parking garage. The hotel includes a basement, lobby, second floor
of meeting rooms, and 15 floors of guest rooms. The buildings do not have an
attic. Amenities at the hotel include two restaurants, a lobby lounge, a cigar
club, approximately 30,000 square feet of meeting space, extensive covered
parking, an indoor swimming pool, spa pool, and adjacent fitness center, a gift
shop, and complete back-of-the house operational facilities.

The Ritz-Carlton Hotel opened in March of 1990 and has largely remained as
originally configured since then. Off-site improvements consist of concrete
curbs, gutters, brick sidewalks, attractive landscaping, and there are
city-maintained street lights. All surrounding thoroughfares are multi-laned,
asphalt-paved streets. A selection of photographs of the subject property are
presented at the end of this section of the report.

      2.    Basic Construction and Mechanical Systems

The Ritz-Carlton was designed by the architectural firms of Linscott, Haylett,
Wimmer and Wheat, and Milton Pate and Associates, in conjunction with interior
designers Hirsch-Bedner and Associates. The building was opened on March 26,
1990. We understand that the hotel had been originally planned to open as an
Alameda Plaza Hotel or Raphael Hotel, but in the late 1980's, after construction
and planning had reached an advanced stage, a decision was made to affiliate the
hotel instead with the Ritz-Carlton Hotel Company. To comply with Ritz-Carlton
standards, significant structural and interior design changes were made to the
building, and the construction cost for the facility in total is reported at
$82,000,000.

================================================================================


                                     III-6
<PAGE>

                              PROPERTY DESCRIPTION
================================================================================

The main hotel tower is a 17-story structure plus basement, making for a total
of 18 levels. Located behind the hotel tower is a two-level structure housing
majority of the banquet and meeting facilities. Attached to the rear of this
structure is a seven-level parking garage. A full basement runs under all
structures. The main hotel tower is oriented with its entry facing west to
Carondelet Plaza and the central area of Clayton. As a result of the design of
the structure, all guest rooms face outside, either west or east, with small
balconies. A site map showing the location of the structures on the parcel is
found on page III-9.

A summary of the basic structural and mechanical and electrical systems of the
hotel are summarized in the following table. The total interior area is reported
at 383,977 square feet.

================================================================================


                                     III-7
<PAGE>

                              PROPERTY DESCRIPTION
================================================================================

<TABLE>
<CAPTION>
=================================================================================================================
                                      Ritz-Carlton, St. Louis
                       Summary of Basic Construction and Mechanical Systems
=================================================================================================================
<S>                               <C>    
Foundation:                       Below grade concrete slab with structural steel reinforcement
- -----------------------------------------------------------------------------------------------------------------
Frame:                            Concrete pillars and structural steel
- -----------------------------------------------------------------------------------------------------------------
Exterior Walls:
     Main Buildings:              Precast concrete panels and exterior brick facing
     Garage:                      Concrete
- -----------------------------------------------------------------------------------------------------------------
Partition Walls:                  Galvanized metal studs covered with sheet rock
- -----------------------------------------------------------------------------------------------------------------
Floor:                            Concrete slabs covered with carpet, marble, or synthetic surfaces
- -----------------------------------------------------------------------------------------------------------------
Roof:
     Tower:                       Built up roof membrane and hot asphalt (12 year guarantee from 1990)
     Meeting and Banquet Rooms:   Built up roof membrane, hot asphalt, covered rock (10 year guarantee from 1990)
     Garage:                      Exposed concrete decking
- -----------------------------------------------------------------------------------------------------------------
Ceiling Heights:                  Nine-foot typical in guestrooms and corridor; 9 feet to 14 feet elsewhere
- -----------------------------------------------------------------------------------------------------------------
Doors:
     Main Buildings Interior:     Solid wood core with wood frame
     Main Buildings Exterior:     Solid wood with glass and wood frames, and hollow metal in metal frame
     Guest Rooms Entry:           Solid wood core with wood frame, electronic keycard lock
     Guest Rooms Interior:        Solid wood core with wood frame
- -----------------------------------------------------------------------------------------------------------------
Windows:                          Wood frame with thermal pane glass
- -----------------------------------------------------------------------------------------------------------------
Heating and Cooling:
     Public Areas, Back-of-House: 350-ton and 750-ton, two-stage chilled water system supplying zoned air handling
                                  units; single duct delivery with reheat 
Guest Rooms:                      Four-pipe system, controlled by energy management system, supplying individual,
                                  thermostat-controlled fan coil units in each room
18th Floor:                       Five rooftop, package fan coil units serve the Club Lounge and the Ritz-Carlton
                                  Suite
- -----------------------------------------------------------------------------------------------------------------
Elevators:
     Guest:                       Three Montgomery passenger elevators with 17 landings
     Other:                       Two Montgomery passenger elevators serving all garage levels
                                  Two Montgomery service elevators with 18 landings
                                  One Montgomery three-stop hydraulic elevator serving the basement, main kitchen,
                                  and second floor meeting and banquet level
- -----------------------------------------------------------------------------------------------------------------
Electrical:                       3-phase service in basement fed by a utility-owned transformer in vault;
                                  transformers and distribution panels are located throughout the buildings
- -----------------------------------------------------------------------------------------------------------------
Plumbing:
     Water Pipes:                 Copper
     Sewer Pipes:                 Cast iron
     Gas Lines:                   Black iron
- -----------------------------------------------------------------------------------------------------------------
Domestic Hot Water:
     Public Areas and 
     Back-of-House:               Two, low-pressure steam boilers serving two large heat exchanger-type water
                                  heaters
    Guest Rooms:                  Two boilers with four storage tanks and continuous feed system
- -----------------------------------------------------------------------------------------------------------------
Sprinkler System:                 The entire tower structure is wet sprinkled via fire pump, and dry pipe stacks
                                  are accessible from the exterior of the building
- -----------------------------------------------------------------------------------------------------------------
Life Safety:
     Fire Alarm Station:          Main alarm panel is located in the fire control room on the lobby level; and
                                  several manual pull stations are located on every floor
     Smoke Detectors:             Detectors are in corridors, meeting rooms, and elevator landings and are
                                  monitored by the fire alarm panel. Guest rooms detectors are hard-wired
     Emergency Illumination:      local alarm only; not monitored
     Emergency Generator:         All fire exit stairwells, selected corridor fixtures and all exit signage 750kw
                                  diesel-powered unit located in basement, supplies: emergency lighting and power
                                  panels, electric fire pump, one each guest and service elevator, and all
                                  computer systems
=================================================================================================================
Source:  Ritz-Carlton, St. Louis
=================================================================================================================
</TABLE>

================================================================================


                                     III-8
<PAGE>

                                [GRAPHIC OMITTED]

                                    Site Plan
<PAGE>

                              PROPERTY DESCRIPTION
================================================================================

The subject has its own in-house laundry which is located in the basement;
however, presently the washing of bed sheets, bathroom towels, and food and
beverage laundry items are primarily handled by an outside linen service, and
the hotel laundry is not utilized. The laundry equipment is complete, and
features four large washer, three large dryers, a flat ironer, and a sheet
folding and towel folding machines. Guest laundry, guest dry cleaning, and
employee uniform cleaning is provided by a dry cleaning and valet shop also
located in the hotel which is fully operational. The valet shop features a
dry-cleaning machine, two small washers and a drier, six pieces of steam
pressing equipment, and a chemical spotting board.

The common area hallways, public areas, all storage rooms, and all guest rooms
are serviced by a wet sprinkler system and hard-wired smoke detectors.

In general, the physical plant, common areas, and guest rooms appear to have all
been maintained in good physical condition and we understand that there are no
major outstanding issues of maintenance which would have a negative effect on
the value of the hotel.

Floor plans for the basement, main lobby floor, meeting rooms, and a typical
guest room floor are found on the following four pages.

================================================================================


                                     III-10
<PAGE>

                               [GRAPHIC OMITTED]

                                 Basement Level
<PAGE>

                               [GRAPHIC OMITTED]

                                  Lobby Level
<PAGE>

                               [GRAPHIC OMITTED]

                               Meeting Facilities
<PAGE>

                               [GRAPHIC OMITTED]

                                Third Floor Plan
<PAGE>

                              PROPERTY DESCRIPTION
================================================================================

      3.    Guest Rooms

            a.    Total Room Count

Guest rooms are generally of a similar layout and are large by industry
standards. Guest rooms are located on floors 3 to 18, with the 17th and 18th
floors being the Ritz-Carlton Club Floor offering 28 Club rooms, 6 suites, and
the Club Lounge. The third floor houses the fitness center and pool. All
standard guest rooms comprise approximately 500 square feet and offer either a
king-size bed or two queen-size beds. Executive Suites comprise both a sitting
room and a bedroom, with a total of approximately 1,000 square feet of space.
The largest suite, named the Ritz-Carlton Suite, is located on the 18th floor,
and is the largest rentable unit in the hotel at approximately 2,000 square feet
of space. The majority of guest rooms and suites are designated non-smoking, and
four guest rooms on the third floor are equipped for disabled persons. The guest
room distribution by type is shown in the following table.

              ==================================================
                            Guest Room Distribution
              ==================================================
                                                       Number
                           Room Type                  of Rooms
              --------------------------------------------------
              Standard, King Beds                        160
              Standard, Double-Queen Beds                109
              Executive  Suites                          31
              Ritz-Carlton Suite                          1
              --------------------------------------------------
              Total                                      301
              ==================================================
              Source:  Ritz-Carlton, St. Louis
              ==================================================

            b.    Description of the Guest Rooms

The rooms are very attractive in appearance and offer furnishings and amenities
expected in a Ritz-Carlton property. Upon entering a typical guest room via a
solid wooden door fitted with a Saflock electronic door lock, the bathroom and
closet are off to one side. The main portion of the guest room is straight
ahead. The typical guest room contains the bed or beds, headboard, bedside
tables and lamps, bedside multi-line telephone, two upholstered chairs and
ottoman, floor lamp, desk with lamp, multi-line telephone, and two desk chairs,
television armoire offering a chest of drawers, television, and mini-bar, a
clothes horse, and several framed art prints. The guest room walls are covered
in attractive wall vinyl and the ceiling is painted drywall. Heavy wood molding
decorates both the floor base and walls near the ceiling. The carpet is
patterned, low pile wool. The drapes have a black-out backing and sheer drape
panels and are operated either by a wand or pull-cords attached to the wall.

================================================================================


                                     III-15
<PAGE>

                              PROPERTY DESCRIPTION
================================================================================

The bathrooms are very spacious and have a marble floor with the walls a
combination of marble and vinyl wall covering. The bathroom ceiling is painted
drywall. The bathroom fixtures are white porcelain and the plumbing fixtures are
chrome. The toilet is located in a small, closed room, equipped with a
wall-mounted telephone. In the guest room, the two telephones have modem and fax
capability.

Guest rooms are serviced by twice-daily room attendants. Extensive personal
toiletries are offered in bathrooms, and additional amenities in guest rooms
include an iron and ironing board, a private safe in the closet, terry cloth
bathrobes, complimentary morning newspaper, and voice mail. The guest rooms and
baths are fully air-conditioned with silent, four-pipe system which is
self-controlled within each guest room. The guest rooms and baths are fully
fire-sprinkled and have hard-wired smoke detectors and emergency annuciator
speakers.

Guest room corridors are carpeted, with attractive vinyl wall coverings, wall
sconce and chandelier lighting, and painted drywall ceilings. Various pieces of
furniture and art work decorate the corridors. The corridors are also fire
sprinkled. A spacious, furnished elevator lobby is located on each floor.

Guests on the Club level enjoy comparable guest rooms, but also the added
services offered in the attractively furnished Club lounge on the 18th floor.
Guests of the Club are served complimentary beverages and five food
presentations each day including continental breakfast, mid-day snack, afternoon
tea, and early-evening hors d'oeuvres, and night-time cordials. In addition, the
Club offers a private concierge service.

      4.    Public Areas

The main public areas of the hotel present an attractive, elegant appearance and
are described in the following paragraphs. The decor is reflective of the
Ritz-Carlton standard of interior finish, characterized in general by walnut and
mahogany wood wall surfaces, oriental and heavily-patterned carpets, rose and
maroon colored marble, crystal chandeliers and wall sconces, gilt-framed,
antique paintings and prints, and traditional English and 18th-century American
furnishings.

            a.    Lobby

The hotel and main lobby are entered through two sets of double doors leading
from the porte cochere area off Carondelet Plaza. A second porte cochere
entrance, at the north side of the hotel, serves the main ballroom and function
rooms. The main lobby contains an entry foyer, a bellman's desk, the
registration desk, and a concierge desk. Large sitting areas with
traditional-style furnishings are located both in front of the registration desk
and also to the area of the lobby which leads towards the north entrance. This
94-seat area is known as the Lobby Lounge, and is served by a large serving bar
located opposite of the registration desk. Morning coffee, afternoon tea, 

================================================================================


                                     III-16
<PAGE>

                              PROPERTY DESCRIPTION
================================================================================

light meals, and evening beverages characterize the menu offered in the Lobby
Lounge. The guest elevator lobby is located adjacent to the Lobby Lounge, to the
right of the main entrance. Three elevators serve the upper levels of the guest
room tower. The elevators are wood paneled with marbled floors and a crystal
chandelier. An oriental-style carpet is placed on top of the marble floor.

            b.    The Restaurant

The Restaurant is an elegantly furnished, 120-seat restaurant located to the
right of the main entrance on the lobby level, and is open for breakfast, lunch,
dinner, and Sunday Brunch. The Restaurant is served by the main kitchen and a
separate food preparation area of the main kitchen designated for the
Restaurant. This area of the kitchen also handles room service meal requests for
guest rooms.

The Restaurant is entered through its own entry foyer and presents an off-white
and peach color scheme, with rose colored carpet, beige colored silk wall
panels, and heavy, ornate draperies. The tables are set widely apart and
generally offer seating for two, four, or six patrons. Lighting is provided by
crystal chandeliers and wall sconces, in addition to indirect lighting set
within the ornate ceiling. Other furnishings in the room include decorative
sideboards, breakfronts, and gilt-framed oil paintings.

            c.    The Grill

The Grill is a 67-seat facility also located on the lobby level, opposite from
the Restaurant. The Grill is open nightly only for dinner and is the premier
restaurant for the hotel. Similar to the Restaurant, the Grill is served by the
main kitchen and its own separate food service preparation area.

The Grill presents a much more dark, formal appearance than the Restaurant as a
result of dark wood paneling and heavy upholstery used throughout the room. The
room is accentuated with a burgundy-colored marble fireplace, crystal
chandeliers, and crystal wall sconces. Seating is offered both at upholstered
booth seats and widely-spaced tables with chairs.

            d.    The Cigar Club

Located between the Restaurant and the Grill is the newly opened, 40-seat Cigar
Club, which replaces the former Grill Bar. The Club is entered directly from the
cross hall leading to both the Restaurant and Grill, or from inside of each of
the two restaurant facilities. Located between the Cigar Club and the Restaurant
is an enclosed adjunct to the Cigar Club which can also be used as a private
dining room.

The Club resembles the Grill is coloration and interior finishes, as this was
the former Grill Bar, and has been newly accentuated with 200 cigar humidors
built from light-colored wood and heavy, bold furnishings which evoke a 1930's
Moderne-style.

================================================================================


                                     III-17
<PAGE>

                              PROPERTY DESCRIPTION
================================================================================

            e.    The Gift Shop

A small gift shop operated by the hotel is also located in the cross hall near
the Restaurant and Grill, to the right of the main hotel entrance. The shop is
open daily and sells sundry items, newspapers and magazines, and gift items,
many of which bear the Ritz-Carlton logo.

Also located in the vicinity are several pay telephones within private telephone
booths, a men's and women's rest rooms, and a staff service entry to the
basement level of the hotel.

            f.    Banquet and Meeting Rooms

The banquet and meeting facilities of the hotel are located on both the lobby
level and the second floor of the hotel, at the rear of the hotel tower. The
main Ritz-Carlton Ballroom, pre-function space, entry-porte cochere, and a few
small rooms are located on the first level. All the other meeting rooms and the
201-seat Amphitheater are located on the second floor, which can be reached
either by elevator from the lobby or by the grand staircase at the rear of the
Lobby Lounge. The facilities are, in total, the most attractive and elegant in
the St. Louis area and are maintained in top condition. Typical finishes include
painted, ornate woodwork and moldings, heavy carpeting, silk wall panel inserts,
imposing crystal chandeliers and wall sconces, and many antique pieces of
furniture and gilt-framed oil paintings.

The meeting rooms with regard to size and dining capacity are summarized in the
following table:

    =======================================================================
                           Ritz-Carlton, St. Louis
                  Summary of Banquet and Meeting Facilities
    =======================================================================
                                      Square        Room         Banquet
                                       Feet         Size         Seating
    -----------------------------------------------------------------------
    The Ritz-Carlton Ballroom         12,750      100 x 122       1,000
    -----------------------------------------------------------------------
    Salon I or II                      6,375      100 x 61          450
    -----------------------------------------------------------------------
    Pre-Function                       4,536       54 x 84          -
    -----------------------------------------------------------------------
    The Boardroom                        840       21 x 40           18
    -----------------------------------------------------------------------
    Diplomat Room                        432       18 x 24           20
    -----------------------------------------------------------------------
    Ambassador Room                      768       31 x 23           50
    -----------------------------------------------------------------------
    The Director's Room                  483       21 x 21           30
    -----------------------------------------------------------------------
    The Promenade                        754       23 x 24           40
    -----------------------------------------------------------------------
    Consulate Room                     1,188       43 x 26           80
    -----------------------------------------------------------------------
    Colonnade                            880       43 x 19           60
    -----------------------------------------------------------------------
    The Pavilion                       1,416       56 x 24          100
    -----------------------------------------------------------------------
    The Plaza                          1,680       42 x 40          120
    -----------------------------------------------------------------------
    The Amphitheater                   3,300       65 x 40          201(1)
    -----------------------------------------------------------------------
    The Monarch Room                     752       43 x 17           49
    -----------------------------------------------------------------------
    Total                             30,079                      1,768
    =======================================================================
    (1) Note: Fixed theater-style seating only.
    Source: Ritz-Carlton, St. Louis
    =======================================================================

================================================================================


                                     III-18
<PAGE>

                              PROPERTY DESCRIPTION
================================================================================

The banquet and meeting rooms are service from the main kitchen directly on the
lobby level and via the hydraulic elevator and serving pantries on the second
floor. Rest rooms and nicely decorated telephone booths are offered for the use
of guests.

            g.    Fitness Center and Swimming Pool

On the third floor of the hotel is located the hotel's fitness center, swimming
pool, whirlpool, and small, outdoor sun deck. Workout facilities include a
stretching area and free weights adjacent to the pool, and lifecycles,
treadmills, and other weightlifting equipment in the general fitness area. The
men's and women's locker rooms are serviced by fitness center staff and each
offer lockers, showers, dry and steam saunas, a dressing area with lavatories,
private massage rooms, and restroom areas. The swimming pool is suitable for
three lanes of lap swimming.

The use of the facilities is free to guests of the hotel. For local residents,
memberships may be purchased with the current rate being approximately $800
annually, per person. In addition, a number of spa and massage treatments may be
obtained at the fitness center and are available for an extra fee as arrange
through Fitness Center staff.

      5.    Other Areas

As previously mentioned, room service is offered at the hotel 24-hours a day
from the main kitchen and the Restaurant kitchen. Ice machines are located on
each guest room floor. In each guest room, a mini-bar offers snacks, beverages,
and limited summary items for a reasonable charge. An Avis car rental office is
located in the garage building and offers car rental services on a limited
basis.

Administrative and operational offices for hotel staff are located behind the
front desk, on the second floor, and in the basement. Staff facilities in the
basement include men's and women's locker rooms, a uniform room, a staff dining
room, and the human resources office. The basement level also provides room for
a large loading dock, a security office with closed-circuit televisions, and an
extensive receiving office and related storerooms. Housekeeping, accounting,
reservations, and the telephone departments are also located in the basement.
The quality and condition of all of these back-of-the-house areas is excellent.

      6.    Parking

Hotel guests may self-park their cars in the hotel garage or may leave their car
with the car-park valets who are stationed at the main entry porte-cochere. The
multi-level garage offers approximately 745 parking spaces. There is an
overnight charge of $15.00 for overnight parking for either option. Staff are
allowed parking in the basement levels except when large functions require the
use of all parking spaces for hotel guests. Upon such occasions, arrangements
are made for staff to park elsewhere.

================================================================================


                                     III-19
<PAGE>

                              PROPERTY DESCRIPTION
================================================================================

      7.    Compliance with the Americans with Disabilities Act

In 1990, the United States Congress enacted the Americans with Disabilities Act
(ADA) which required that buildings be made fully accessible to disabled
persons. The subject currently has four guest rooms which are specially designed
to accommodate the handicapped. Based on our inspection of the property, most of
the other areas of the hotel appear fully accessible by disabled persons with
the exception of the swimming pool area and outdoor sun deck which can only be
reached by climbing several steps. Accordingly, the subject is generally, but
not fully, in compliance with the basic requirements of the ADA.

      8.    Property Changes and Refurbishment

As a result of the new construction of the hotel in 1990, we understand that
only $1,500,000 in renovation work had been found necessary at the property from
opening through the end of 1996. In 1997, present management of the hotel
instituted comprehensive soft goods upgrade of the hotels including reupholstery
work in all public areas, new draperies, bedspreads, and carpeting in guest
rooms, and the replacement of all double-double beds with double-queen beds. The
cost of this latest renovation has been estimated at $2,000,000 by management.

In future years, continual, on-going maintenance and renewal of the hotel is
scheduled in tandem with a reserve for replacement fund a 4.0 percent of annual
revenue. Currently, a budget of $381,000 is scheduled for 1998, $467,000 in
1999, $424,000 in 2000, and $2,100,000 in 2000. The larger amount scheduled for
2000 reflects another rooms redo, which, similar to that just completed, is also
estimated at approximately $2,000,000. In the preceding years, most expenditures
are for normal, expected replacement of operating equipment and furnishings,
although between 1998 and 2001, virtually all the computer systems of the hotel
are to be upgraded or replaced at a total of $410,000 over the four year period.

C.    MANAGEMENT AND FRANCHISE AGREEMENTS

The hotel is currently operated by the Ritz-Carlton Hotel Company pursuant to an
existing operating agreement dated November 16, 1988 between Plaza Hotel, as
owner, and the Ritz-Carlton Hotel Company, as operator. For the purpose of this
appraisal, it is assumed that upon sale, this contract would be continued and
the hotel would be sold with the existing management contract intact. Currently,
the hotel is ranked four diamonds by the American Automobile Association and
four stars by the Mobile Travel Guide.

================================================================================


                                     III-20
<PAGE>

                              PROPERTY DESCRIPTION
================================================================================

The Ritz-Carlton Hotel Company, LLC is a well-known and widely respected owner
and operator of upscale, full-service hotels. The number of properties bearing
the Ritz-Carlton name numbers 32 world-wide, and Marriott International owns
51.0 percent of the Ritz-Carlton Hotel Company, LLC as part of a recent merger.

The current operating terms of the hotel management agreement, as most recently
amended on December 28, 1995, will expire in February 2015. Ritz-Carlton has the
option to extend the agreement for four additional terms of 10 years each, or
until February 2055. The base fee is 3.5 percent of gross revenue. The operator
is also entitled to an incentive management fee of 2.5 percent in total based on
calculated defined gross operating profit. A reserve for replacement of 4.0
percent of gross revenues is required.

There is no separate franchise agreement for the hotel as the use of the
Ritz-Carlton name for the hotel is part of the overall operating agreement.

D.    SUMMARY OF FUNCTIONAL UTILITY AND CONDITION

The subject is located in an upscale commercial and residential market in a
suburban area of St. Louis and in proximity to other major commercial areas of
significance in the region. The area surrounding the subject is well-known and
recognized by local residents and traveling business persons alike.

The subject's improvements consist of a 18-story hotel (17 levels above-ground
plus a basement) containing 301 rooms, two restaurants, extensive meeting space,
and other miscellaneous amenities. The property was constructed in 1990, and is
well maintained and in excellent condition. The Ritz-Carlton is well designed to
serve the lodging needs for corporate, upscale group, and leisure travelers in
the St. Louis area. The hotel is physically attractive, has adequate guest room
accommodations, is efficiently laid out and designed, and has commensurate
operating systems. An intended on-going renovation of approximately is expected
to be completed annual and should assist in maintaining the subject property's
reputation and stature in the market.

================================================================================


                                     III-21
<PAGE>

                                [GRAPHIC OMITTED]

                View of North Side of Hotel From Carondelet Plaza

                                [GRAPHIC OMITTED]

                View of Central Clayton From North Side of Hotel

                                                                Subject Property
<PAGE>

                                [GRAPHIC OMITTED]

                          Entry Hall Viewed From Lobby

                                [GRAPHIC OMITTED]

                                  Lobby Lounge

                                                                Subject Property
<PAGE>

                                [GRAPHIC OMITTED]

                                    The Grill

                                [GRAPHIC OMITTED]

                                 The Restaurant

                                                                Subject Property
<PAGE>

                                [GRAPHIC OMITTED]

                 Typical Meeting Room (Ritz - Carlton Ballroom)

                                [GRAPHIC OMITTED]

                                 The Ampitheater

                                                                Subject Property
<PAGE>

                                [GRAPHIC OMITTED]

                        View of Indoor Swimming Pool Area

                                [GRAPHIC OMITTED]

                                 Fitness Center

                                                                Subject Property
<PAGE>

                                [GRAPHIC OMITTED]

                             Typical King - Bed Room

                                [GRAPHIC OMITTED]

                         Typical Double - Queen Bed Room

                                                                Subject Property
<PAGE>

                                [GRAPHIC OMITTED]

                              Ritz - Carlton Suite

                                [GRAPHIC OMITTED]

                                 Executive Suite

                                                                Subject Property
<PAGE>

                                   SECTION IV

                            HOTEL MARKET ANALYSIS AND
                              HIGHEST AND BEST USE
<PAGE>

                              HOTEL MARKET ANALYSIS
================================================================================

A.    INTRODUCTION

A hotel includes a going-concern business as well as real property; therefore,
the market value of a lodging facility is a direct function of the supply and
demand for the hotel rooms within its market area. Accordingly, an analysis of
the hotel market of the local area, and the position of the subject property
within this market, is a key component of our valuation process.

B.    ST. LOUIS MARKET OVERVIEW

The St. Louis market offers more than 21,000 hotel rooms, of which some 5,300
are located downtown. For year-end 1996, the composite average occupancy of the
overall St. Louis Metropolitan Area hotel market was 68.4 percent as reported by
PKF Consulting's St. Louis Trends in the Hotel Industry. The corresponding
year-end 1996 average daily room rate (ADR) was $76.35. For the seven months
ending July 1997, Trends reports an average occupancy of 66.2 percent, decreased
from 69.3 percent occupancy the same period last year. On the other hand, July
year-to-date ADR is up 10.3 percent from 1996, from $76.99 to $84.91. PKF
Consulting's recent interviews with area hoteliers reveal that many hotel
properties are making an effort to maintain occupancy levels while focusing
growth efforts in the ADR sector.

A historical review of occupancy and ADRs for the overall St. Louis Metropolitan
Area for the period from 1993 to year-end is presented in the following table,
in addition to the market's estimated year-end 1997 and projected year-end 1998
performance.

<TABLE>
<CAPTION>
===========================================================================================
                         St. Louis Metropolitan Area Hotel Market
                                    ADR and Occupancy
                      1993 to 1997 (Estimated) and 1998 (Projected)
===========================================================================================
                                           Percentage                      Percentage
        Year             Occupancy           Change           ADR         Point Change
- -------------------------------------------------------------------------------------------
<S>                        <C>               <C>            <C>               <C>
        1993               62.5%               -            $63.17              -
        1994               66.4%              6.2%          $65.44             3.6%
        1995               67.6%              1.8%          $76.26            16.5%
        1996               68.4%              1.2%          $76.35             0.1%
      1997 (E)             64.4%             (5.8)%         $84.00            10.0%
- -------------------------------------------------------------------------------------------
       CAGR
    1993 - 1997             0.7%               -             7.4%               -
- -------------------------------------------------------------------------------------------
      1998(P)              64.0%             (0.6)%         $89.50            6.5%
- -------------------------------------------------------------------------------------------
       CAGR
    1993 - 1998             0.5%               -             7.2%               -
===========================================================================================
Source: PKF Consulting's Trends in the Hotel Industry
===========================================================================================
</TABLE>

================================================================================


                                      IV-1
<PAGE>

                              HOTEL MARKET ANALYSIS
================================================================================

After a period of occupancy growth from 1994 to 1996, overall market occupancy
is estimated to drop to 64.4 percent as of year-end 1997 and is further
projected to stabilize at 64.0 percent as of year-end 1998. This decline in
occupancy is not attributed to a decline in demand for hotel accommodations, but
is a result of an increase in the supply of hotel accommodations in the form of
new construction of limited service and extended stay hotels in suburban regions
of St. Louis.

In 1996 and 1997, six new limited-service properties and three extended stay
properties opened in the St. Louis region. At the present time, five additional
extended stay hotels are either under construction or are close to opening.
Further, we understand that three additional extended stay projects are being
considered to start construction in 1998. The limited service hotels are
characterized by Courtyard by Marriott, Hampton Inn, Holiday Inn Express, and
Ramada Limited products. The extended stay properties are characterized by
Extended Stay America and other budget-oriented products. At an average size of
100 to 120 rooms, the 17 new properties identified represent approximately 2,000
new rooms being added to the metropolitan market supply, or approximately a 9.5
percent increase in supply.

By comparison, the selected primary competitive supply of the Ritz-Carlton, St.
Louis, all full service hotels, has historically performed above the overall
market in terms of both annual occupancy and ADR; these statistics will be
further analyzed in the following pages.

C.    THE PRIMARY COMPETITIVE HOTEL MARKET

As discussed in Section III of this report, the Ritz-Carlton, St. Louis is the
finest hotel in the metropolitan area in terms of overall quality of guest
experience. In a market characterized by good, but ordinary hotels, the subject
property stands out as the quality and service leader. An indication of the
attractive exterior appearance and sumptuousness of interior decor, as compared
to other hotels, is evidenced by the original construction cost of the subject,
which we understand to be $82,000,000, or $22,000,000 higher than the value
concluded to in this report. Further, operated in accordance with the standards
established by its parent company, the Ritz-Carlton, St. Louis has superior
day-to-day operational standards than any other hotel in the St. Louis area.

In addition to the outstanding physical and operational characteristics of the
subject property, as discussed in Section II of this report, the hotel is
located in the upscale suburb of Clayton, halfway between downtown St. Louis and
the Lambert St. Louis International Airport. Clayton is recognized as one of the
premier office and residential areas of metropolitan St.
Louis, and it is home to the corporate headquarters of several Fortune 500
companies.

================================================================================


                                      IV-2
<PAGE>

                              HOTEL MARKET ANALYSIS
================================================================================

Therefore, as a result of the marked superiority of the physical plant, service
standards, and location of the Ritz-Carlton, St. Louis, the subject property has
no direct competitors. However, to illustrate the most comparable recent market
trends for the full-service hotel market in the St. Louis area, we have analyzed
the composite occupancy, room rate, and market mix performance of five hotels,
including the subject property. This competitive lodging market consists of a
total number of rooms of 2,687. The competitive properties were identified on
the basis of location, rate structure, overall quality, and the fact that
management of each hotel has stated that their hotel and the subject property
compete for selected demand segments from time-to-time. As a matter of interest,
all of the properties in the competitive supply are nationally affiliated.

A profile of the primary competitive lodging market is presented on the
following page. A map of the competitive lodging facilities is presented on page
IV-5, followed by a brief discussion of each property. Photographs of the
competitive hotels are presented at the end of this section.

================================================================================


                                      IV-3
<PAGE>

                              HOTEL MARKET ANALYSIS
================================================================================

<TABLE>
<CAPTION>
=============================================================================================================================
                                        Census of the Primary Competitive Hotel Market
=============================================================================================================================
                                     Ritz-Carlton,                        Hyatt Regency
                                       St. Louis      Hilton Frontenac    Union Station  Marriott Pavilion   Adam's Mark
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                <C>                  <C>             <C>               <C>    
Year Opened                              1990         1993 (Conversion)       1986         1976 and 1980         1987
- -----------------------------------------------------------------------------------------------------------------------------
Number of Rooms                           301                266               538              672              910
- -----------------------------------------------------------------------------------------------------------------------------
Stories/Corridor Type                 18/Interior       3/Both types       6/Interior       26/Interior      17/Interior
- -----------------------------------------------------------------------------------------------------------------------------
Distance from Subject (Miles)              -                 4.0               4.0              5.0              5.0
- -----------------------------------------------------------------------------------------------------------------------------
Rate Schedule (Rack)
   Single                          $135.00 - $395.00       $99.00          $105 - $185      $115 - $135        $119.00
   Double                          $135.00 - $395.00       $119.00         $105 - $210      $115 - $150        $139.00
- -----------------------------------------------------------------------------------------------------------------------------
Amenities/Services
   Restaurant                             Yes                Yes               Yes              Yes              Yes
   Bar                                    Yes                Yes               Yes              Yes              Yes
   Swimming Pool                          Yes                Yes               Yes              Yes              Yes
   Whirlpool/Spa                          Yes                Yes               Yes              Yes              Yes
   Exercise Room                          Yes                No                Yes              Yes              Yes
   Airport Shuttle                        Yes                Yes               Yes               No              Yes
- -----------------------------------------------------------------------------------------------------------------------------
Square Feet of Meeting Space            30,000             23,850            32,300            28,000           76,000
Square Feet per Guest Room               99.7               89.6              60.0              41.7             78.2
- -----------------------------------------------------------------------------------------------------------------------------
AAA Rating                              (Hotel)            (Hotel)           (Hotel)           (Hotel)         (Hotel)
=============================================================================================================================
Source: PKF Consulting/Individual Properties/American Automobile Association (AAA) 1997 Tour Book
=============================================================================================================================
</TABLE>

================================================================================


                                      IV-4
<PAGE>

                                [GRAPHIC OMITTED]

                               Competitive Hotels
<PAGE>

                              HOTEL MARKET ANALYSIS
================================================================================

The following paragraphs provide a brief description of each of the competitive
hotels.

      1.    Hilton Frontenac

The 266-room Hilton Frontenac is a 1993 conversion of an early 1980's vintage
property to a Hilton Hotel. The property is located at 1335 South Lindbergh
Avenue in Frontenac, in the suburban West County area of St. Louis. The hotel is
a sprawling, two- and three-story gray brick complex with an elegant interior
decor with a heavy French influence. Facilities at the property include two
restaurants and a bar, 23,850 square feet of meeting space, a business center, a
fitness center, and a swimming pool and spa.

The Hilton competes to a limited extent with the Ritz-Carlton as it is another
upscale property in the Clayton vicinity. While the Frontenac area is also an
upscale suburb like Clayton, and the hotel is well-located directly off
Interstate 40, the property's occupancy level has underperformed the market.
This factor is attributable to the lingering effects of the change in
affiliation of the property, one of several that had occurred prior to 1993. The
market mix at the hotel is divided primarily between corporate and group
business, with some leisure demand also accommodated.

      2.    Hyatt Regency, Union Station

The 538-room Hyatt Regency is located at 18th and Market Streets in central St.
Louis. The hotel is unique as it is built within the existing, Victorian-era
central train station, and many of the public areas of the hotel are the former
public areas of the train station. The Hyatt Regency, Union Station, opened in
1986 and first operated as an Omni Hotel until Hyatt assumed control of the
property in 1989. The property includes renovated rooms in the original hotel
that was part of the station, as well as new rooms that we constructed in a
former train yard. Elsewhere in the complex are 160,000 square feet of retail
space and 100 food and retail outlets. The hotel offers 32,300 square feet of
meeting space.

The hotel primarily caters to corporate and group demand, but does a fair amount
of tourist business, attributable to the unique location and setting of the
property as compared to other similarly-priced hotels in St. Louis. The hotel's
ADR is the second highest of the competitive group, and like the Ritz-Carlton,
St. Louis, is a AAA four-diamond-rated hotel. But at approximately a $110.00 ADR
expected for year-end 1997, the ADR of the Hyatt Regency is over $40.00 below
that of the subject hotel for the same period.

================================================================================


                                      IV-6
<PAGE>

                              HOTEL MARKET ANALYSIS
================================================================================

      3.    Marriott Pavilion

The 26-story, 672-room Marriott Pavilion was built in two phases, the first in
1976 and the second in 1980. The hotel is located at 1 South Broadway and Market
Streets in the central area of Downtown St. Louis. The property features three
restaurants and lounges, an indoor swimming pool, spa, and fitness center, and
28,000 square feet of meeting space, gift shop, and a number of other services.
A number of guestrooms at the property are Marriott's "Rooms that Work" rooms,
which are designed to appeal to business travelers through the use of spacious
desks, well-lit work areas, comfortable working chairs. In terms of market mix,
despite the size of the hotel, it is primarily a corporate demand house,
although group demand is nearly equal to the amount of corporate demand. Leisure
business comprises a rather small segment of overall demand accommodated.

      4.    Adam's Mark

The Adam's Mark is considered by many to be the premier hotel of the St. Louis
area overall, based on the size and location of the property. Further, the hotel
frequently serves as the headquarters hotel for major conventions that are
meeting in downtown St. Louis. The property is well located in the downtown
area, directly across from the Gateway Arch and the Mississippi River at 4th and
Chestnut Streets, and approximately four blocks from America's Center. The hotel
opened in 1987, and has 910 guestrooms and 96 suites. The hotel also has 36,800
square feet of meeting and exhibit space. The hotel caters largely to groups,
associations, and convention-oriented demand.

      5.    Secondary Competition

There are several hotels in the market area which are not considered to be
primary competition with the subject due to a variety of factors such as
location; quality level; facilities and services offered; market orientation;
and room rates, despite a proximate location. These hotels include the Clayton
hotels of the Radisson Hotel Clayton, the Holiday Inn Clayton Plaza, and the
Danielle, and major airport hotels including the Renaissance, Hilton, and
Marriott. Other full-service West County hotels are also not considered
competitors, and these properties include the St. Louis Marriott West and the
Holiday Inn Westport.

================================================================================


                                      IV-7
<PAGE>

                              HOTEL MARKET ANALYSIS
================================================================================

      6.    Additions to Supply

As previously discussed, a number of new, limited service and extended stay
hotels have recently opened in the suburban areas, and we understand that a few
additional such properties will be opened in the next two years. However, given
the full-service nature of the subject property and its wide array of services,
these far simpler facilities are not felt to represent present or future
competition for the subject hotel or those other, sizable hotels included in our
composite sample.

On the other hand, it should be noted that three new, full-service hotels are
proposed for construction in the St. Louis area. Two of these projects are
scheduled to break ground within the next few months, and one project is still
in a formative planning stage.

A Sheraton Four Points hotel comprising 250-rooms is scheduled to break ground
by the end of this year adjacent to the Casino Queen hotel in East St. Louis,
directly opposite from the St. Louis Arch along the Mississippi River,
approximately six miles east from the subject property. The hotel will include
food and beverage operations and limited meeting space. The property is being
constructed by the present leasehold owners of the Casino Queen. The new hotel
is expected to cater primarily to group and leisure demand and is intended to
serve the casino with regard to accommodating bus tour and other group
travelers. The identified opening date for the hotel is the fourth quarter 1999.

A second Adam's Mark hotel is planned in the growing West County area. The
property is to be located off Interstate 270 in the Westport neighborhood of
Maryland Heights, approximately six miles northwest of the subject property.
Groundbreaking is schedule for the first quarter of 1998. Located in a 32-acre
business park owned by the HBE Company, the parent company for the Adam's Mark
Group, the hotel is proposed to have 540 rooms and 40,000 square feet of meeting
and banquet space. The construction period of the property is estimated at two
years, indicating an early 2000 opening date as likely.

The City of St. Louis is actively involved in the solicitation of development
interest for a major new convention hotel to be constructed adjacent to the
existing America's Center convention center in downtown St. Louis. Currently, no
definitive proposal has been agreed upon, but in principal, both the Marriott
and Hilton hotel companies are considering separate proposals to construct a
1,000 room convention hotel facility. We have been unable to determine more
precise details on either of these facilities, but we are of the opinion that
one of these projects will be finalized in 1998, with a construction start in
1999. It is fair to assume that the earliest possible opening date for the new
convention center hotel would be early in 2001.

================================================================================


                                      IV-8
<PAGE>

                              HOTEL MARKET ANALYSIS
================================================================================

We are of the opinion that the both the proposed Adam's Mark property and the
proposed Convention Center property have the potential of impacting the
occupancy of the subject property in future years. While the Adam's Mark is not
expected to be built to as high a standard of interior finish as the subject
property, its location in the growing West County area indicates that new Adam's
Mark stands to capture some corporate and group business that otherwise may have
utilized the subject property.

The proposed convention center hotel will specifically compete for large
convention and association business, and part of the potential development
agreement for the hotel may stipulate that the new property work closely with
the America's Center in accommodating demand for the convention center. While
this demand segment is not one in which the subject property competes, the new
presence of a large hotel in the downtown market, while projected to induce new
convention demand into St. Louis, is also projected to absorb overflow demand
from other downtown hotels that might otherwise have been accommodated by the
subject property.

As will be discussed in more detail in this section of the report, we have
accounted for the potential affect of these two potential hotels in our future
occupancy estimations of the subject property for the period 1998 to 2008.

D.    MARKET PERFORMANCE OF THE PRIMARY COMPETITIVE PROPERTIES

The estimated year-end 1996 composite occupancy level for the primary
competitive supply was 73.6 percent, with a corresponding ADR of $102.76. Based
on year-to-date performance levels, the primary competitive supply is estimated
to achieve a slightly increased 73.8 percent occupancy and an ADR of $109.45 by
year-end 1997. The ADRs shown in our tables are net of any applicable transient
occupancy taxes.

The following table summarizes the overall growth in market demand for the
competitive properties, the resulting occupancy levels, and the ADR for the
period 1994 through 1997 (estimated).

<TABLE>
<CAPTION>
===============================================================================================================================
                                              Growth of Rooms Supply and Demand
                                               Primary Competitive Hotel Market
                                                   1993 to 1997 (Estimated)
===============================================================================================================================
                                       %            Total             %            Occupancy                           %
     Year          Room Supply       Change         Demand          Change          Percent            ADR          Change
- -------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>              <C>          <C>              <C>              <C>             <C>             <C>
     1994            980,755          0.0%         709,151            -              72.3%            $92.61           -
     1995            980,755          0.0%         704,887          (0.6)%           71.9%            $97.02         4.8%
     1996            980,755          0.0%         721,732           2.4%            73.6%           $102.76         5.9%
     1997(E)         980,755          0.0%         724,182           0.3%            73.8%           $109.45         6.5%
- -------------------------------------------------------------------------------------------------------------------------------
     CAGR             0.0%             -             0.7%             -                -               5.7%            -
===============================================================================================================================
Source: PKF Consulting
===============================================================================================================================
</TABLE>

================================================================================


                                      IV-9
<PAGE>

                              HOTEL MARKET ANALYSIS
================================================================================

As summarized in the previous table, with supply remaining constant, the growth
in ADR has exceeded the growth in demand accommodated over the four-year period.
As the occupancy has stabilized in the 73.0 percent range, the competitive
hotels have been able to show significant increases in ADR, above levels of
inflation as measured by CPI. At the same time, the market mix in most hotels
has shifted from a dominance of group demand towards a balance of both group and
commercial demand, and, some cases, a dominance of corporate demand. At all the
hotels, leisure demand is the smallest segment. This new mix of demand is
enabling the hotels to capitalize on the higher occupancy rate by accommodating
fewer room nights in the lower group-rated categories (which typically demand a
lower ADR), allowing for a greater proportion of business from the corporate
segment (which usually pays a higher ADR). This market dynamic enables hotels to
thereby increase their profitability without sacrificing occupancy percentage.

E.    ROOMS DEMAND FOR THE PRIMARY COMPETITIVE MARKET

      1.    Historical Performance

The market occupancy of 73.8 percent estimated for year-end 1997 includes a busy
operation during the peak weekdays of Monday through Thursday, and balanced by
quieter weekend periods (especially Friday and Sunday). The busiest periods of
the year are the spring months of March, April, May, and the fall months of
September and October. The slowest periods of the year are the months of
November, December, January, and February.

Rooms demand for the competitive market is derived primarily from three
principal market segments: group meetings, corporate, and leisure. For 1997, we
estimate that the competitive market is primarily composed of group demand (52.8
percent), with the corporate demand representing approximately 37.0 percent, and
the leisure market at 10.2 percent. The following table summarizes the estimated
1997 market mix for the overall market

================================================================================
                      Demand by Primary Competitive Market
                                      1996
================================================================================
                                          Competitive Market
                           -----------------------------------------------------
                                    Rooms                    Percent
     Market Segment                Occupied                 of Total
- --------------------------------------------------------------------------------
Group                              382,274                    52.8%
Corporate                          268,033                    37.0%
Leisure                             73,958                    10.2%
- --------------------------------------------------------------------------------
Total                              724,182                   100.0%
================================================================================
Note: Figures may not foot due to rounding.

Source: PKF Consulting
================================================================================

================================================================================


                                     IV-10
<PAGE>

                              HOTEL MARKET ANALYSIS
================================================================================

The group market segment is comprised primarily of group conferences held at
hotels in the suburban areas and convention and association group meetings held
in the downtown hotels. The group market also includes room nights generated by
company meetings during the week, as well as SMERF groups (social, military,
educational, religious, and fraternal) on weekends. In 1997, group demand is
estimated to account for approximately 382,300 room nights in the competitive
market, or approximately 52.8 percent of total demand. Demand in this segment
fluctuates depending on group activity at the major convention-oriented hotels
in the area such as the Adam's Mark and the Marriott Pavilion.

The commercial market segment is the is comprised primarily of visitors to local
companies, independent sales people, employees in training, and other business
people associated with firms in the St. Louis area. Other activities creating
strong demand in this segment include product launches, mergers, and research
and design sessions. The demand for rooms in this segment is at its peak from
Monday through Thursday. In 1997, commercial demand is estimated to account for
approximately 268,000 occupied room nights, or 37.0 percent of the market total.
The top five major corporate accounts for the hotel, for example, are: Maritz
Travel, Boeing/McDonnell Douglas, Monsanto, Anheuser-Busch, and Washington
University. Further, also according to management, the primary geographic
sources of business include Chicago and New York, as the first tier, followed by
Washington, DC, San Francisco, Dallas, and other comparable business centers.

The leisure market segment is estimated to account for approximately 10.2
percent of total market demand in 1997, or 74,000 occupied room nights. Leisure
travelers include those who fly into St. Louis and rent cars, and those who
drive from neighboring regions of the Midwest. This segment also includes
domestic, European, and Asian tour groups, which tend to be high in the summer
and fall months. Leisure demand is more rate-sensitive than the commercial and
group meetings segments. As a result, as ADRs in the area continue to escalate,
some leisure travelers are more likely to seek the limited-service and
lower-tier products in the market area.

================================================================================


                                     IV-11
<PAGE>

                              HOTEL MARKET ANALYSIS
================================================================================

F.    PERFORMANCE OF THE RITZ-CARLTON, ST. LOUIS

      1.    Occupancy and Average Daily Room Rate

The following table summarizes the historical market performance of the subject
property from 1993 through 1996, and also for year-to-date August 1996 and 1997.

    =========================================================================
                              Ritz-Carlton, St. Louis
                         Historical Operating Performance
            Year-End 1993 to 1996, and Year-to-Date August 1996 and 1997
    =========================================================================
                              Occupancy      Average Daily      Percent
               Year             Level          Room Rate        Change
    -------------------------------------------------------------------------
               1993             69.5%           $121.28            -
               1994             75.3%           $125.34          3.3%
               1995             74.2%           $136.68          9.0%
               1996             74.0%           $145.13          6.2%
    -------------------------------------------------------------------------
               CAGR             +2.1%            +6.2%             -
    -------------------------------------------------------------------------
         YTD August 1996        72.9%           $142.63
         YTD August 1997        75.2%           $149.63          +4.9%
    -------------------------------------------------------------------------
             Increase           +3.2%            +4.9%
    =========================================================================
    Source: Ritz-Carlton, St. Louis
    =========================================================================

The occupancy of the subject has, since 1994, remained in the 74.0 to 75.0
percent range. As of year-to-date 1997, occupancy is up 3.2 percent from the
same period in 1996. With a strong month of October forecast by management, the
revised estimation for occupancy as of December 1997, for the twelve-month
period, is approximately 76.0 percent.

With regard to ADR, the subject has posted strong room rate increases, again
since 1994, of between 3.0 and 9.0 percent annually, and the ADR for 1996 was
$145.13. As of year-to-date August 1997, ADR is up 4.9 percent over 1996, from
$142.63 to $149.63. Management's estimation of ADR for year-end 1997 is
approximately $152.00.

As a point of comparison, in the following table we provide an overview of the
individual estimated market performance for the competitive properties for
year-end 1997. We are unable to disclose the names of the hotels due to the
confidential nature of the data, and therefore the data is also presented in a
rounded format.

================================================================================


                                     IV-12
<PAGE>

                              HOTEL MARKET ANALYSIS
================================================================================

             =======================================================
                             Competitive Properties
                       Estimated 1997 Market Performance
             =======================================================
                                 Percentage
                Property         Occupancy              ADR
             -------------------------------------------------------
                Subject            76.0%              $152.00
                   A              High 70s           High $100s
                   B              Mid 70s            High $90s
                   C              Low 70s            High $100s
                   D              High 60s           High $90s
             -------------------------------------------------------
                Average            73.8%              $109.45
             =======================================================
             Source: PKF Consulting
             =======================================================

As can be seen, as alluded to earlier in this report, the Ritz-Carlton performs
close to the top of the competitive market in terms of occupancy, and well
out-performs the competitive market in terms of ADR.

      2.    Market Mix

Similar to the competitive market, management at the subject property has also
shifted the market mix over the past few years to take advantages of changes in
the marketplace which have allowed for an increase in both occupancy and ADR.
Presently the market mix at the subject property, for estimated year-end 1997 is
48.3 percent commercial, 38.6 percent group, and 13.2 percent leisure. This can
be contrasted with the 1993 market mix of the property, following the
recessionary period, when the market mix was 44.5 percent corporate, 43.8
percent group, and 11.7 percent leisure. The shift from fewer groups to more
corporate and more leisure has allowed, in part, growth in ADR. The following
table summarizes the market mix of demand at the subject property for 1993 and
for estimated 1997. These mixes of demand can be compared that of the
competitive market, as illustrated on page IV-10.

     ======================================================================
                             Ritz-Carlton, St. Louis
                       Market Mix, 1993 and Estimated 1997
     ======================================================================
          Market Segment      1993      Estimated 1997   Percent Change
     ----------------------------------------------------------------------
            Corporate         44.5%         48.3%             +8.5%
              Group           43.8%         38.6%            -11.9%
             Leisure          11.7%         13.2%             12.8%
     ----------------------------------------------------------------------
              Total          100.0%         100.0%              -
     ======================================================================
     Source:  PKF Consulting and Ritz-Carlton, St. Louis
     ======================================================================

================================================================================


                                     IV-13
<PAGE>

                              HOTEL MARKET ANALYSIS
================================================================================

Further, shifts within market segments have also occurred. For example, the
percentage of volume corporate accounts, a compared to standard corporate
accounts and rack rate business, has dropped from 17.3 percent of room nights
occupied in 1995 to estimated 11.5 percent of room nights occupied in 1997. A
push has successfully been made by management to focus on higher room-rated
standard corporate accounts as compared to lower room-rated volume accounts.

For 1998, management has announced a program to continue with a similar market
mix as for 1997, but with the added emphasis on growing group business only
during select slow periods of the year, such as in January, for example.
Further, an effort will be made to solicit group business, which would bring
along significant food and beverage revenue, rather than generating only
occupancy and ADR benefits. Examples of this desired business would be corporate
group meetings and private, leisure-oriented business such as select weddings
and other upscale events.

G.    ESTIMATED GROWTH IN DEMAND FOR THE OVERALL MARKET

Based on our analysis of the historical growth rates in the competitive market's
three principal segments, coupled with our study of the positive economic
variables currently impacting the St. Louis and West County areas, we believe
that the market will experience limited growth over the next five years and that
the overall occupancy rates for the competitive properties analyzed have
stabilized, on average, in the low- to mid-70s percent range. In deriving our
estimations of this growth rate, we have specifically analyzed the overall
growth in manufacturing and services, employment, airline passenger traffic, and
the expansions expected by employers in the local area.

As noted, in particular, the upcoming focus on promoting tourism over the 1998
to 2004 period by the City of St. Louis and the Convention and Visitors Bureau,
in combination with increased performance results at the America's Center, bode
well for the lodging industry in St. Louis in general, and for full-service
convention hotels in particular.

1998 and 1999 are estimated to be strong years, and area hotels are estimated to
accommodate demand comparable or above 1997 year-end levels. For 2000 and
beyond, as the effect of the proposed new hotel facilities begins to be felt,
occupancy rates are forecast to dip somewhat over the 2000 to 2003 period, and
then stabilize at a slightly lower level than that experienced presently.

================================================================================


                                     IV-14
<PAGE>

                              HOTEL MARKET ANALYSIS
================================================================================

H.    PROJECTED FUTURE MARKET PERFORMANCE OF THE SUBJECT HOTEL

      1.    Projected Occupancy

As previously discussed, over the past several years, the subject has achieved
an occupancy level of 74.0 to 75.0 percent, with 76.0 percent estimated for
1997. In 1993, a lower level of occupancy, 69.5 percent, was experienced;
however, this was at the end of the late 1980's and early 1990's recession that
had plagued the nation overall. However, as the current economic and hotel
demand markets are now at significantly higher level, the prospect for the
subject property to perform in the mid- to high-70.0 percent level appears
sustainable for the short-term. Of most importance, the subject property in
particular enjoys a unique position in the market as a one-of-a-kind facility.

Based on our analysis of the local market and of the subject property, we are of
the opinion that the occupancy level of the Ritz-Carlton, St. Louis will remain
at 76.0 percent for 1998 through 2000, which is also in-line with management's
projections for the period. After the year 2000, with the expected opening of
the Adam's Mark property and the new convention center hotel in the early years
of the new century, we project the occupancy of the subject to drop slightly to
75.0 percent from 2001 to 2003. After the year 2003, we estimated that the
subject hotel will stabilize at 74.0 percent from 2004 and onwards. The average
level of occupancy, therefore, for the analysis period is 75.0 percent, which we
are of the opinion represents the likely stabilized occupancy performance of the
hotel in the foreseeable future.

      2.    Projected Average Daily Rate (ADR)

With regard to average daily room rate, the Ritz-Carlton Hotel has achieved
steady growth over the past four years as illustrated in the following table.

     ======================================================================
                            Ritz-Carlton, St. Louis
                      Historical Average Daily Room Rate
                             Year-End 1993 to 1996
                     And Year-to-Date August 1996 and 1997
     ======================================================================
                                      Average Daily           Percent
                Year                    Room Rate              Change
     ----------------------------------------------------------------------
                1993                     $121.28                 -
                1994                     $125.34                3.3%
                1995                     $136.68                9.0%
                1996                     $145.13                6.2%
     ----------------------------------------------------------------------
                CAGR                      +6.2%                  -
     ----------------------------------------------------------------------
           YTD August 1996               $142.63
           YTD August 1997               $149.63               +4.9%
     ----------------------------------------------------------------------
              Increase                    +4.9%
     ======================================================================
     Source: Ritz-Carlton, St. Louis
     ======================================================================

================================================================================


                                     IV-15
<PAGE>

                              HOTEL MARKET ANALYSIS
================================================================================

As previously stated, with regard to ADR, the subject has posted strong room
rate increases, again since 1994, of between 3.0 and 9.0 percent annually, and
the ADR for 1996 was $145.13. As of year-to-date August 1997, ADR is up 4.9
percent over 1996, from $142.63 to $149.63. Management's estimation of ADR for
year-end 1997 is approximately $152.00, a 4.7 percent increase from year-end
1996, and consistent with year-to-date 1997 trends.

Based on our analysis of the competitive market trends and the current
performance of the subject hotel, we are of the opinion that the Ritz-Carlton
will achieve and average daily room rate of $152.00 as of year-end 1997. For the
next twelve-month period, we project that the achieved ADR of the subject
property will be $158.00, which is equivalent of $153.00 in 1997 dollars. For
the balance of our projection period, we have assumed that the ADR of the
subject hotel will increase at the projected inflation rate, estimated at 3.0
percent annually.

I.    MARKET ANALYSIS SUMMARY

      1.    Conversion to a Fiscal Year Basis

Our appraisal uses a fiscal year analysis effective October 1, 1997. As a result
of the fact that this fiscal year from October 1 to September 30 is only three
months different than a standard calendar year, the conversion from a calendar
year to a fiscal year at this point is not expected to result in a significant
change in the measure of occupancy or average daily room rate as presented in
the preceding pages.

      2.    Summary of Occupancy and Average Daily Room Rate

Based on our foregoing analysis, presented in the following table is a summary
of our projection of the occupancy and ADR for the subject over the 11-year
period beginning October 1, 1997 and ending September 30, 2008, which is the
ten-year analysis period plus the 11th year reversion year.

================================================================================


                                     IV-16
<PAGE>

                              HOTEL MARKET ANALYSIS
================================================================================

    ========================================================================
                            Ritz-Carlton, St. Louis
                      Projected Occupancy Levels and ADR
                      Fiscal Year 1997/1998 to 2007/2008
    ========================================================================
                                             Occupancy
               Fiscal Year                     Level               ADR
    ------------------------------------------------------------------------
                1997/1998                      76.0%             $158.00
                1998/1999                      76.0%             $163.00
                1999/2000                      76.0%             $168.00
                2000/2001                      75.0%             $173.00
                2001/2002                      75.0%             $178.00
                2002/2003                      75.0%             $183.00
                2003/2004                      74.0%             $189.00
                2004/2005                      74.0%             $194.00
                2005/2006                      74.0%             $200.00
                2006/2007                      74.0%             $206.00
                2007/2008                      74.0%             $212.00
    ========================================================================
               CAGR                            -                      3.0%
    ========================================================================
    Note: The above estimated ADRs are rounded
          to the nearest dollar.
    Source: PKF Consulting
    ========================================================================

It should be noted that discounting the proposed subject property's 1997/1998
ADR of $158.00 into 1997 value dollars, using the 3.0 percent inflation rate,
renders a "stabilized ADR" of $153.00 (in 1997 dollars).

J.    CONCLUSION

While it is possible that the subject property will experience growth in
occupancy and ADRs above those estimated in this report, it is also possible
that sudden economic downturns, unexpected additions to the room supply or other
external factors will force the property below the selected point of stability.
Consequently, the estimated occupancy and ADR are representative of the most
likely potential operations of the subject hotel over the projected holding
period based on our analysis of the market as of the date of this report.

Furthermore, our projections of annual occupancy and ADR, as outlined in this
section of the report, are predicated on the following assumptions:

      1.    The subject hotel will continue to be affiliated with the
            Ritz-Carlton Hotel Company, LLC;

      2.    The subject hotel will be well-maintained over the next ten years;
            and,

      3.    The subject hotel will be effectively managed and promoted via a
            well-targeted marketing effort.

================================================================================


                                     IV-17
<PAGE>

                              HIGHEST AND BEST USE
================================================================================

K.    DEFINITION OF HIGHEST AND BEST USE

The appraisal of real estate always includes a determination of highest and best
use. According to the Appraisal Institute's Dictionary of Real Estate Appraisal
(Third Edition), highest and best use is defined as:

      The reasonably probable and legal use of vacant land or an improved
      property, which is physically possible, appropriately supported,
      financially feasible, and that results in the highest value. The four
      criteria the highest and best use must meet are legal permissibility,
      physical possibility, financial feasibility, and maximum profitability.

As noted above, in determining highest and best use, there are essentially four
criteria that must be considered. Each of these criteria must be satisfied
sequentially in order to arrive at a highest and best use conclusion.

      1.    Legally Permissible: The use of a site can be limited by various
            private and public restrictions including zoning and building codes,
            environmental regulations, and deed or lease restrictions, among
            others.

      2.    Physically Possible: Use is restricted by the physical
            characteristics of the site. Characteristics include, but are not
            limited to size, shape, terrain, soil composition, and accessibility
            of utilities.

      3.    Financially Feasible: The ability of a project or an enterprise to
            meet defined investment objectives; an investment's ability to
            produce sufficient revenue to pay all expenses and charges and to
            provide a reasonable return on and recapture of money invested.

      4.    Maximally Profitable: This item refers to that use that produces the
            highest price, or value, consistent with the rate of return
            warranted by the market.

Since the subject site is currently unimproved, it is necessary to consider the
highest and best use of the site as if vacant. The highest and best use as if
vacant is analyzed as follows.

================================================================================


                                     IV-18
<PAGE>

                              HIGHEST AND BEST USE
================================================================================

L.    HIGHEST AND BEST USE AS IF VACANT

      1.    Legally Permissible

Legal restrictions, as they apply to the subject property, are private
restrictions, associated with covenants, and the public restrictions of zoning
regulations. There are no known private restrictions affecting title. Common
restrictions such as utility easements are presumed to exist; however, they
generally would not adversely affect the subject site.

The subject site is zoned C4 (Commercial District/Clayton Plaza Overlay
District). This designation provides for a wide range of commercial uses,
including retail, service establishments (such as barber, banks, and repair
shops), hotels, clubs, and entertainment uses. Residential and industrial uses
are not permitted. An office use would be permissible by exception to the
general zoning ordinance as approved by the Board of Aldermen, the area's city
council.

      2.    Physically Possible

The second constraint imposed on the possible use of the site is dictated by the
physical aspects of the site itself, such as size, frontage, topography, and
accessibility. The size and location within a given block are the most important
determinants of value. In general, the larger the site, the greater its
potential to achieve economies of scale and flexibility in development.

The subject site encompasses a total of 2.99 acres (130,244 square feet) of land
in a level, generally rectangular-shaped parcel. The site is of sufficient depth
and width to permit most types of development. The site is in a commercial area
with some areas remaining to be developed, and has no unusual deficiencies which
would hinder its development. A geotechnical study of the subsoil was not
provided for our review, but it appears that the soil is adequate to support
most common building improvements. All types of commercial improvements suitably
scaled and zoned to the site are physically possible. However, given the
character of the local area along Carondelet Avenue and Plaza, a hotel, retail,
or office use would be the most complementary type of real estate development.

      3.    Financially Feasible and Maximally Productive

Financial feasibility is based on whether the proposed project will attain a
cash flow of sufficient quantity, quality, and duration to allow investors to
recover the capital invested and achieve the necessary and expected rate of
return. Factors to be considered are the timing of inflows and outflows of cash,
revenues, costs, debt service, and the proceeds of a sale or refinancing.

================================================================================


                                     IV-19
<PAGE>

                              HIGHEST AND BEST USE
================================================================================

In analyzing the subject property, principal reliance was placed on growth
trends in the area, present occupancy of neighboring properties, and proposed
development. Principal indicators of financial feasibility for the subject site
as vacant are the current development and/or operation of similar uses on nearby
or otherwise comparable sites, as well as an analysis of current market
conditions. Uses in place in the immediate area of the subject site include
large retail buildings, hotels, office buildings, and restaurants.

The retail market is well-served by several upscale malls in the area, such as
the St. Louis Galleria and the elegant Frontenac shopping mall. In the vicinity
of the subject property, a number of existing buildings better located proximate
to pedestrian and concentrated automobile traffic cater to retail trade. While a
retail development on the subject site would be a compatible use in terms of the
overall neighborhood, we are of the opinion that retail developers would be able
to locate a more desirable site elsewhere.

As discussed previously, the occupancy and ADRs of hotels in the St. Louis
market have been stable or increasing during the 1994 to 1996. Hotel supply and
lodging market conditions of the St. Louis Metropolitan Area market started to
substantiate a need for additional accommodations during that time, at least in
the eyes of hotel developers. Extensive construction of limited service and
extended stay facilities in 1997 and 1998, which would not be appropriate for
the subject site, and several likely new full-service hotel projects, appear to
satisfy quantifiable excess lodging demand for the foreseeable future.

The commercial office market is also strong, as witnessed by declining vacancies
since 1993. However, most new office construction is forecast to occur farther
west in the West Counties area, although eventual in-fill in the Plaza at
Clayton area is foreseen. To that end, our opinion of the highest and best use
of the subject as vacant would be to hold for future development, most likely to
be a Class A office building in the short term, or perhaps a full-service hotel
in the long term.

M.    HIGHEST AND BEST USE "AS IMPROVED"

The subject is currently improved as a multi-story, full-service hotel.
Construction of the building was completed in 1990, and an interior update has
been completed in 1997. The facility is in excellent physical condition and the
future operating performance of the hotel is expected to increase during the
foreseeable future.

================================================================================


                                     IV-20
<PAGE>

                              HIGHEST AND BEST USE
================================================================================

Although other legally permitted uses are considered physically possible for the
subject property, they would require extensive renovation or demolition of the
existing structure. The subject property was designed and is used as a hotel. As
such, its space configuration, features, and facilities are specific to hotel
use. The only other alternative use for the property, as improved, would be to
demolish the improvements and sell the vacant land.

Although we did not value the subject site as vacant, we are of the opinion that
the existing structure contributes significant overall value to the site. Thus,
there is no alternative, legal use that could economically justify the
restructuring or removal of the existing improvements at this time. As a result,
the subject property, as improved, represents the highest and best use of the
site, as of the date of this report.

================================================================================


                                     IV-21
<PAGE>

                                [GRAPHIC OMITTED]

                                Hilton Frontenac

                                [GRAPHIC OMITTED]

                         Hyatt Regency - Union Station

                                                              Competitive Supply
<PAGE>

                                [GRAPHIC OMITTED]

                                Marriott Pavilion

                                [GRAPHIC OMITTED]

                                   Adam's Mark

                                                              Competitive Supply
<PAGE>

                                    SECTION V

                                    VALUATION
<PAGE>

                                    VALUATION
================================================================================

A.    DISCUSSION OF THE THREE APPROACHES TO VALUE

Estimating the market value of real property involves a systematic process in
which the problem is defined, the work necessary to solve the problem is
planned, and the essential data is acquired, analyzed, and interpreted. The
appraisal of real estate can include the Cost, Sales Comparison, and Income
Capitalization Approaches to value, with the conclusion of value based on the
reconciliation of these approaches. An explanation of each approach follows.

      1.    Cost Approach

In the Cost Approach, the value is based on the estimate of the cost of
reproducing the improvements, less any accrued depreciation from physical
deterioration, functional obsolescence, and/or external obsolescence. Physical
deterioration measures the deterioration of the physical improvements.
Functional obsolescence reflects a lack of desirability by reason of layout,
style, or design. External obsolescence denotes a potential loss in value caused
from something other than the physical property itself. The value of the land is
then added to the depreciated replacement cost of the property to develop a
value estimate.

      2.    Sales Comparison Approach

This approach is based on the principle of substitution. When a property is
replaceable within the market, its value tends to be set at the cost of
acquiring an equally desirable substitute property, assuming no costly delay in
making the substitution. Since no two properties are identical, adjustments are
made for differences in quality, location, size, services, and market appeal
between the comparable properties and the subject.

      3.    Income Capitalization Approach

The Income Capitalization Approach involves a valuation of the property in terms
of its ability to provide a net annual income in dollars. Traditionally, the
estimated stabilized income is capitalized into value at a rate commensurate
with the risk involved in ownership of the property. This process is known as
direct capitalization.

Another technique used in estimating value by the Income Capitalization Approach
is the discounted cash flow method. This method is accepted in the marketplace
and has become an essential tool of the most prudent investors in valuing
complex income producing properties. This technique involves explicit
year-by-year forecasting of net income (cash flow) over a typical holding
period. In addition, the reversionary value of the property upon resale at the
end of the holding period is then estimated and added to the final year's cash
flow. Then, these benefits are discounted to a present value by applying a
market-derived yield rate (discount rate).

================================================================================


                                      V-1
<PAGE>

                                    VALUATION
================================================================================

B.    VALUATION OF THE SUBJECT PROPERTY

In our analysis of the subject property, we have used two of the three
traditional approaches to value, the Sales Comparison and the Income
Capitalization Approaches. The Cost Approach was not utilized as it was not
considered a meaningful approach to value the subject. The effective date of
valuation of the report is as of October 1, 1997, under economic conditions
prevailing as of the completion of our fieldwork at that time.

We believe that a value estimate utilizing the Cost Approach would not be a
reliable indicator of the market value of the subject property. The Cost
Approach is defined in The Dictionary of Real Estate Appraisal, Third Edition
(Appraisal Institute, 1993) as:

      A set of procedures through which a value indication is derived from the
      fee simple interest in a property by estimating the current cost to
      construct a reproduction of, or replacement for, the existing structure;
      deducting accrued depreciation from the reproduction or replacement cost;
      and adding the estimated land value plus an entrepreneurial profit.
      Adjustments may then be made to the indicated fee simple value of the
      subject property to reflect the value of the property interest being
      appraised.

Investors in income-producing property in the market today typically do not rely
on the Cost Approach to arrive at a value indication when determining a purchase
price. The Cost Approach is primarily used to test the feasibility of new
construction in relation to the estimation of value produced by the Income
Capitalization Approach. Further, accrued depreciation estimates and external
obsolescence that must be determined for the subject property, which was opened
in 1990, under the Cost Approach would be subjective and without clearly
adequate market support. Accordingly, we have not utilized this approach in
developing our estimate of the market value of the subject.

In the Sales Comparison Approach, relevant sales and current listings of
comparable hotels were analyzed, and appropriate adjustments were considered for
such factors as market conditions, financing terms, conditions of sale, planned
renovations, local market conditions, and physical characteristics. A conclusion
of value was derived based on the value parameters established by these sales.

In the Income Capitalization Approach, the value of the property is based on
analysis of the income and expenses generated by the operation of the facility.
The value of the property was estimated using both a direct capitalization
technique and a discounted cash flow analysis. We then performed a
reconciliation of the value indications under these approaches to conclude to a
final estimate of value.

================================================================================


                                      V-2
<PAGE>

                            SALES COMPARISON APPROACH
================================================================================

A.    INTRODUCTION

The Sales Comparison Approach is based on the premise that knowledgeable
investors will pay no more for a specific property than the cost of acquiring a
substitute property of equal utility. The basis for this analysis is a
comparison of the subject to sales of other similar facilities.

Key elements in an analysis of the value of the subject based on the Sales
Comparison Approach are the location of the property, physical elements of the
improved property, as well as the motivations of the buyer and the seller
underlying the transaction. The reliability of this technique depends on the
degree of comparability of each sale to the property being appraised, the length
of time since the sale, the accuracy of the sales data, and the absence of any
unusual conditions affecting the sale. By analyzing sales which qualify as
arms-length transactions between willing, knowledgeable buyers and sellers, we
can identify market value and price trends. The basic steps involved in the
application of this approach are as follows:

      1.    Research recent, relevant property sales, and current offerings
            throughout the competitive area;

      2.    Select and analyze those properties considered most similar to the
            subject, giving consideration to the time of sale, any change in
            economic conditions which may have occurred since the date of sale,
            and other physical, functional, or locational factors;

      3.    Reduce the sales price to a common unit of hotel sales comparison,
            such as price per room or the rooms revenue multiplier;

      4.    Make appropriate adjustments to equate the comparable properties to
            the property appraised;

      5.    Identify sales which include favorable financing and calculate the
            cash equivalent price; and,

      6.    Interpret the adjusted sales data and draw a logical value
            conclusion.

In our analysis of the subject, we conducted a thorough search for recent sales,
identifying those transactions which involved properties most similar to the
subject. Our search for sales was initially limited to the St. Louis
Metropolitan Area. Based on this search and the fact that the Ritz-Carlton
represents a truly superior asset, we were unable to identify any recent sales
in that St. Louis region that would be considered comparable. Therefore, we have
expanded our search to include other, luxury hotels located in major
metropolitan areas throughout the United States.

================================================================================


                                      V-3
<PAGE>

                            SALES COMPARISON APPROACH
================================================================================

B.    PRESENTATION OF COMPARABLE SALES

Presented in the following table is a summary of the selected sales which have
some degree of comparability to the Ritz-Carlton, St. Louis.

<TABLE>
<CAPTION>
==================================================================================================================
Comparable Hotel Sales
==================================================================================================================
                                                                                        Rooms        Overall
  Sale                                               Sale   Year   No. of  Price per   Revenue   Capitalization
  No.               Hotel Name           Location    Date   Built  Rooms     Unit     Multiplier      Rate
- ------------------------------------------------------------------------------------------------------------------
<S>       <C>                        <C>             <C>    <C>     <C>    <C>           <C>         <C>  
   1      Four Seasons Hotel         Philadelphia    1/97   1983    371    $172,507      3.48          9.02%
- ------------------------------------------------------------------------------------------------------------------
   2      Ritz-Carlton, Buckhead     Atlanta         9/96   1984    553    $209,765      7.12         11.21%
- ------------------------------------------------------------------------------------------------------------------
   3      Ritz-Carlton, Downtown     Atlanta         9/96   1984    447    $139,821      4.31         10.56%
- ------------------------------------------------------------------------------------------------------------------
   4      Mayfair Baglioni           New York        5/96   1925    201    $303,483      3.98          7.62%
- ------------------------------------------------------------------------------------------------------------------
   5      Regent, Beverly Wilshire   Beverly Hills   2/96   1928    295    $290,439      N/A           6.00%
- ------------------------------------------------------------------------------------------------------------------
   6      Plaza Hotel                New York        8/95   1907    808    $404,229      5.48          7.71%
==================================================================================================================
Source: PKF Consulting
==================================================================================================================
</TABLE>

================================================================================


                                      V-4
<PAGE>

                            SALES COMPARISON APPROACH
================================================================================

                           Comparable Hotel Sale No. 1

                                [GRAPHIC OMITTED]

<TABLE>
<CAPTION>
====================================================================================================================================
<S>                                             <C>    
Name:                                           Four Seasons, Philadelphia                                                          
- ------------------------------------------------------------------------------------------------------------------------------------
Location:                                       144 North 18th Street, Philadelphia, PA                                             
- ------------------------------------------------------------------------------------------------------------------------------------
Number of Rooms:                                371                                                                                 
- ------------------------------------------------------------------------------------------------------------------------------------
Year of Construction:                           1983                                                                                
- ------------------------------------------------------------------------------------------------------------------------------------
Sales Data:                                                                                                                         
           Seller:                              Circle Associates ( Aetna)                                                         
           Buyer:                               Blackstone R.E. Advisors & The Rubenstein Company
           Interest Conveyed:                   Fee Simple
           Closing Date:                        January 1997
           Sales Price:                         $64,000,000
           Sales Price Per Room:                $172,507
           Terms of Sale:                       All cash to seller
           Occupancy Percentage:                71.7%
           Average Daily Room Rate:             $189.26
           REVPAR:                              $135.72
           Net Operating Income:                $5,771,000
           Overall Capitalization Rate:         9.02%
           Rooms Revenue Multiplier:            3.48
- ------------------------------------------------------------------------------------------------------------------------------------
Property Description:                           Eight-story luxury hotel containing 371 rooms located on Logan Square in the
                                                Philadelphia CBD. Hotel was acquired as part of a multi-use project comprised of the
                                                30-story One Logan Square office tower, and the 642-space Logan Square parking
                                                garage.
- ------------------------------------------------------------------------------------------------------------------------------------
Remarks:                                        This transaction was a result of a sealed bid sale as part of a pre-packaged plan of
                                                reorganization of One Logan Square. The total acquisition price was reported to be
                                                $115,000,000, with $64,000,000 internally allocated to the Four Seasons Hotel. The
                                                investment parameters noted are based upon year-end financials, adjusted for a 3.0
                                                percent reserve for replacement. The Four Seasons budget for 1997 reflects an ADR of
                                                $203.92 at an occupancy rate of 73.5 percent, resulting in a budgeted REVPAR of
                                                $149.86. Net operating income is budgeted at $6,995,000.

- ------------------------------------------------------------------------------------------------------------------------------------
Confirmation:                                   Representatives of Blackstone Real Estate Advisors
====================================================================================================================================
</TABLE>                                       
                                              

================================================================================


                                      V-5
<PAGE>

                            SALES COMPARISON APPROACH
================================================================================

                           Comparable Hotel Sale No. 2

                                [GRAPHIC OMITTED]

<TABLE>
<CAPTION>
====================================================================================================================================
<S>                                             <C>    
Name:                                           Ritz-Carlton, Buckhead
- ------------------------------------------------------------------------------------------------------------------------------------
Location:                                       3434 Peachtree Road, N.E., Atlanta, GA
- ------------------------------------------------------------------------------------------------------------------------------------
Number of Rooms:                                553
- ------------------------------------------------------------------------------------------------------------------------------------
Year of Construction:                           1984
- ------------------------------------------------------------------------------------------------------------------------------------
Sales Data:
           Seller:                              W.B. Johnson Properties
           Buyer:                               Host Marriott
           Interest Conveyed:                   Fee Simple
           Closing Date:                        September 1996
           Sales Price:                         $116,000,000
           Sales Price Per Room:                $209,765
           Terms of Sale:                       All cash to seller
           Occupancy Percentage:                80.1%
           Average Daily Room Rate:             $173.75
           REVPAR:                              $139.17
           Net Operating Income:                $13,002,857
           Overall Capitalization Rate:         11.21%
           Rooms Revenue Multiplier:            7.12
- ------------------------------------------------------------------------------------------------------------------------------------
Property Description:                           Amenities include heated 60-foot indoor swimming pool and refreshment bar; outdoor
                                                sun deck; fitness center with whirlpool; sauna; steam; massage; and locker rooms;
                                                8,970-square-foot room; 19 meeting rooms; two boardrooms; 5,000-square-foot
                                                pre-function space. The Dining Room, was voted "Best of Atlanta" for eight
                                                consecutive years, Georgia's only AAA Five-Diamond-rated restaurant; The Cafe; The
                                                Lobby Lounge; Expresso's; Afternoon tea; and 24-hour room service.
- ------------------------------------------------------------------------------------------------------------------------------------
Remarks:                                        This acquisition was part of the overall merger between the Ritz-Carlton Hotel
                                                Company and Marriott International.
- ------------------------------------------------------------------------------------------------------------------------------------
Confirmation:                                   Representatives of Marriott International
====================================================================================================================================
</TABLE>

================================================================================


                                      V-6
<PAGE>

                            SALES COMPARISON APPROACH
================================================================================

                              Comparable Sale No. 3

                                [GRAPHIC OMITTED]

<TABLE>
<CAPTION>
====================================================================================================================================
<S>                                             <C>    
Name:                                           Ritz-Carlton, Downtown Atlanta
- ------------------------------------------------------------------------------------------------------------------------------------
Location:                                       181 Peachtree, N.E., Atlanta, GA
- ------------------------------------------------------------------------------------------------------------------------------------
Number of Rooms:                                447
- ------------------------------------------------------------------------------------------------------------------------------------
Year of Construction:                           1984
- ------------------------------------------------------------------------------------------------------------------------------------
Sales Data:
           Seller:                              Metropolitan Life Insurance Company
           Buyer:                               Marriott International
           Interest Conveyed:                   Fee Simple
           Closing Date:                        September 20, 1996
           Sales Price:                         $62,500,000
           Sales Price Per Room:                $139,821
           Terms of Sale:                       All cash to seller
           Occupancy Percentage:                73.0%
           Average Daily Room Rate:             $132.00
           REVPAR:                              $96.36
           Net Operating Income:                $6,600,000
           Overall Capitalization Rate:         10.56%
           Rooms Revenue Multiplier:            3.98
- ------------------------------------------------------------------------------------------------------------------------------------
Property Description:                           Amenities include The Restaurant; The Cafe; meeting space totaling 16,724 square
                                                feet, including a 6,500-square-foot ballroom; 12 conference rooms; and three
                                                boardrooms. 22 suites, each with bay window view and honor bar; 39 Ritz Carlton Club
                                                rooms; two suites with private lounge; fitness center; afternoon tea; musical
                                                entertainment at lunch and dinner; and 24-hour room service.
- ------------------------------------------------------------------------------------------------------------------------------------
Remarks:                                        The buyer looked at the historic performance of the property as well as considering
                                                future estimated pro forma cash flows. They based their purchase price on an
                                                unleveraged internal rate of return of 15.0 percent.
- ------------------------------------------------------------------------------------------------------------------------------------
Confirmation:                                   Representatives of Marriott International
====================================================================================================================================
</TABLE>

================================================================================


                                      V-7
<PAGE>

                            SALES COMPARISON APPROACH
================================================================================

                           Comparable Hotel Sale No. 4

                                [GRAPHIC OMITTED]

<TABLE>
<CAPTION>
====================================================================================================================================
<S>                                             <C>    
- ------------------------------------------------------------------------------------------------------------------------------------
Name:                                           Mayfair Baglioni (Formerly  Mayfair Regent)
- ------------------------------------------------------------------------------------------------------------------------------------
Location:                                       610 Park Avenue at East 65th Street
- ------------------------------------------------------------------------------------------------------------------------------------
Number of Rooms:                                201
- ------------------------------------------------------------------------------------------------------------------------------------
Year of Construction:                           1925
- ------------------------------------------------------------------------------------------------------------------------------------
Sales Data:
           Seller:                              Investment group led by Norman  Perlmutter
           Buyer:                               Investment group led by Colony Capital
           Interest Conveyed:                   Fee simple
           Closing Date:                        May 1996
           Sales Price:                         $61,000,000
           Sales Price Per Room:                $303,483
           Terms of Sale:                       All cash
           Occupancy Percentage:                65.0%
           Average Daily Room Rate:             $310.00
           REVPAR:                              $201.50
           Net Operating Income:                $4,646,100
           Overall Capitalization Rate:         7.62%
           Rooms Revenue Multiplier:            4.13
- ------------------------------------------------------------------------------------------------------------------------------------
Property Description:                           Amenities include one restaurant; one lounge located in restaurant area; meeting
                                                space includes 12,212 square feet total in three rooms; an 11,052-square-foot
                                                meeting room; a 638-square-foot boardroom; and a 522-square foot boardroom (no
                                                ballroom); business services; fitness center with putting green; and some rooms with
                                                fireplaces. The Mayfair is located on Manhattan's Upper East Side. An independent
                                                affiliation, it is known for luxury and gracious, low-key service. Several years
                                                prior to sale, the property achieved one of the city's highest ADR's, but its rate
                                                had fallen. The buyer intends to spend an estimated $30,000,000 in required
                                                renovations. It is estimated that this capital infusion will return the property to
                                                its top rated tier.
- ------------------------------------------------------------------------------------------------------------------------------------
Remarks:                                        Teachers Insurance and Annuity Association (TIAA) held the first mortgage position
                                                on the property. The mortgage was $96 million and TIAA was in the process of taking
                                                it back. The property was purchased by Colony at New York State Court auction.
- ------------------------------------------------------------------------------------------------------------------------------------
Confirmation:                                   Representatives Management of property
====================================================================================================================================
</TABLE>

================================================================================


                                      V-8
<PAGE>

                            SALES COMPARISON APPROACH
================================================================================

                           Comparable Hotel Sale No. 5

                                [GRAPHIC OMITTED]

<TABLE>
<CAPTION>
====================================================================================================================================
<S>                                             <C>    
- ------------------------------------------------------------------------------------------------------------------------------------
Name:                                           Four Seasons - Regent Beverly Wilshire
- ------------------------------------------------------------------------------------------------------------------------------------
Location:                                       9500 Wilshire Boulevard, Beverly Hills, CA
- ------------------------------------------------------------------------------------------------------------------------------------
Number of Rooms:                                283 (Potential for 387)
- ------------------------------------------------------------------------------------------------------------------------------------
Year of Construction:                           1928
- ------------------------------------------------------------------------------------------------------------------------------------
Sales Data:
           Seller:                              Regent International Hotels
           Buyer:                               Polylinks
           Interest Conveyed:                   Fee Simple
           Closing Date:                        February 1996
           Sales Price:                         $105,000,000
           Sales Price Per Room:                $371,025 ($290,439 after renovation/expansion)
           Terms of Sale:                       All cash to seller
           Occupancy Percentage:                69.8%
           Average Daily Room Rate:             $281.75
           REVPAR:                              $137.26
           Net Operating Income:                $4,377,200
           Overall Capitalization Rate:         4.17% (6.0% after renovation)
           Rooms Revenue Multiplier:            N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Property Description:                           The subject is a luxury hotel located on Wilshire Boulevard between Rodeo Drive and
                                                El Camino Drive, in the heart of Beverly Hills. Amenities include two restaurants;
                                                lobby lounge; meeting space of 25,000 square feet total; including a
                                                14,300-square-foot ballroom; outdoor swimming pool; fitness/spa facility; gift shop;
                                                11,350-square-feet of retail. Buyer intends to renovate at a cost of $7.5 million,
                                                adding guest rooms, for a total of 387, (total investment $112.4 million).
- ------------------------------------------------------------------------------------------------------------------------------------
Remarks:                                        The Wilshire Wing of the hotel was completely renovated in 1987 and the Beverly Wing
                                                was refurbished up to the sixth level between 1990 and 1991. Total cost of the
                                                renovation was expected to be $16 million. In 1995, the hotel's rooms inventory was
                                                reduced by 20 in the Beverly Wing, which resulted in more suite-type rooms and a
                                                total room inventory of 278, according to management. Long-term plans include
                                                renovating and reopening floors 7 through 12 in the Beverly Wing which would add 109
                                                rooms for a total of 387 guest rooms, which are reflected in our cost per room.
- ------------------------------------------------------------------------------------------------------------------------------------
Confirmation:                                   Representatives of Management of property
====================================================================================================================================
</TABLE>

================================================================================


                                      V-9
<PAGE>

                            SALES COMPARISON APPROACH
================================================================================

                           Comparable Hotel Sale No. 6

                                [GRAPHIC OMITTED]

<TABLE>
<CAPTION>
====================================================================================================================================
<S>                                             <C>    
- ------------------------------------------------------------------------------------------------------------------------------------
Name:                                           Plaza Hotel
- ------------------------------------------------------------------------------------------------------------------------------------
Location:                                       Fifth Avenue & Central Park South, New York, NY
- ------------------------------------------------------------------------------------------------------------------------------------
Number of Rooms:                                808
- ------------------------------------------------------------------------------------------------------------------------------------
Year of Construction:                           1907
- ------------------------------------------------------------------------------------------------------------------------------------
Sales Data:
           Seller:                              Plaza Operating Partners
           Buyer:                               CDL Hotels Partnership
           Interest Conveyed:                   Fee Simple
           Closing Date:                        August 1995
           Sales Price:                         $325,000,000
           Sales Price Per Room:                $404,229
           Terms of Sale:                       All cash to seller
           Occupancy Percentage:                80.8%
           Average Daily Room Rate:             $250.17
           Estimated REVPAR:                    $202.14
               Net Operating Income:            $25,073,492
           Overall Capitalization Rate:         7.71%
           Rooms Revenue Multiplier:            5.48
- ------------------------------------------------------------------------------------------------------------------------------------
Property Description:                           Amenities include three restaurants; two lounges; 27,000 square feet total meeting
                                                space; many original marble fireplaces; crystal chandeliers; elegant furnishings;
                                                22,300 square feet of leased retail space; and an adjacent 7-story apartment
                                                building.
- ------------------------------------------------------------------------------------------------------------------------------------
Remarks:                                        The hotel was acquired by Donald Trump in 1988, who spent $44 million in renovations
                                                from 1988 to 1992. Mr. Trump maintains a very small minority interest in the
                                                property. The new investors expect to spend $28 million to renovate the property
                                                (mostly replace soft goods) and to develop high-end condominiums on the upper
                                                floors.
- ------------------------------------------------------------------------------------------------------------------------------------
Confirmation:                                   Representatives of Management of property
====================================================================================================================================
</TABLE>

================================================================================


                                      V-10
<PAGE>

                            SALES COMPARISON APPROACH
================================================================================

C.    ADJUSTMENTS

To arrive at our opinion of value, we have analyzed six upscale hotel
transactions which have occurred nationally over the past two years. Since no
two properties are ever identical, adjustments are made to the sales prices of
the comparable properties for differences in such items as financing terms,
conditions of sale, market conditions (time), location, and physical
characteristics. These adjustments are defined in the following paragraphs.

o     Use: An appraiser must address any difference in the "as is" use and
      "highest and best use" of a comparable and the subject property. This is
      one of the primary factors in determining the appropriateness of a
      comparable. The subject property consists of a 301-unit, full-service
      hotel in a major market. We selected comparables with generally similar
      uses and situations, therefore, no adjustments were necessary.

o     Property Rights Conveyed: The subject property involves a fee simple
      interest. All six sales are also of the fee simple interest, so no
      adjustment for this factor is required.

o     Financing Terms: The transaction price of one property may differ from
      that of an identical property because financing arrangements vary. We
      understand that the financing terms of each sale were typical and no
      adjustment for this factor is required.

o     Conditions of Sale: When the conditions of sales are atypical, the result
      may be a price that is higher or lower than that of a normal market
      transaction. Such transfers might include distress or liquidation sales,
      non-arms-length sales, assemblage acquisitions, eminent domain sales,
      sales with unusual tax considerations, or sales with lack of exposure on
      the open market. We understand that all of the sales had typical
      conditions of sale and thus required no adjustments for this element.

o     Market Conditions (Time): Market conditions may change between the time of
      sale of a comparable property and the date of the appraisal of the subject
      property. Under such circumstances, the price of the comparable property
      would be different at a later time (the date of appraisal), and an
      adjustment would have to be made to the actual transaction if the sale
      were used as a comparable. We are of the opinion that all of the sales
      have occurred recently enough that no adjustment for market conditions or
      time needs to be made as transactions represent a current market outlook
      with regard to hotel investments.

================================================================================


                                      V-11
<PAGE>

                            SALES COMPARISON APPROACH
================================================================================

o     Planned Renovation: In analyzing a sale, it is important to take into
      consideration any renovation costs or refurbishment which the purchaser
      planned to perform, as the cost of these refurbishments would be an
      integral part of the investment decision. A number of the sales would
      require adjustments for this factor to reflect planned changes to the
      physical plant after acquisition by the buyer.

o     Location and Market Factors: An adjustment for location and/or market
      factors may be required if the locational or market characteristics of a
      property are significantly different from those of the subject property.
      As some of the sales are located in superior markets, such as New York
      City, adjustments would therefore be required to equate such properties
      more closely to the subject. This aspect of the comparable sales would
      require some rather significant adjustments in several cases.

o     Physical and Operating Characteristics: Physical characteristics include
      such items as size, construction quality, operational design, age and
      condition, and visibility. Adjustments for physical differences are
      generally based on observation of the physical characteristics of each
      sales property. Accordingly, adjustments were required all of the sales
      for this factor. Generally the subject is equal to or superior in physical
      characteristics, but lags behind some of the sales in operating
      characteristics due to the lower room rate ceiling present in St. Louis.

Dollar or percentage adjustments are made to the sale price per room of each
comparable property when applicable. Positive adjustments are made for
deficiencies in the comparable property relative to the subject. Negative
adjustments are made for superior characteristics of the comparable property
relative to the subject. Through this procedure, a logical estimate of the
probable price for the subject property, as of the date of appraisal, can be
determined.

It is often difficult, however, to quantify the appropriate adjustment factors
accurately because of the number and complexity of the adjustments, as well as
the difficulty in obtaining specific, detail information Moreover, it should be
noted that, in particular, adjustments for differences in location, market
factors, and historical and operating characteristics are very difficult to
quantify for a lodging facility. Accordingly, adjustments for these areas are
often very subjective as a means to further equate each sale to the subject
hotel.

As noted the sales price per room of the identified sales ranges from a low of
$139,821 to a high of $404,220 per room, with an average price of $266,805 per
room. We have estimated through the Income Approach a value of approximately
$200,000 per unit, which appears supported by the range in prices paid recently
for other deluxe hotels on a nationwide basis. The low end of the range is
characterized by the Ritz-Carlton, Atlanta, which, while an upscale property, is
located in a 

================================================================================


                                      V-12
<PAGE>

                            SALES COMPARISON APPROACH
================================================================================

downtown area with some undesirable characteristics and this is reflected in the
operating performance of the property. The upper end of the scale is represented
by the Regent Beverly Wilshire and the Plaza Hotel, both world-renowned
properties in prime urban locations.

D.    CONCLUSION

The foregoing hotel sales were conveyed under a variety of circumstances,
including different motivations of the buyer and/or seller, different renovation
and reposition strategies (or lack of same), and different financing terms. In
addition, the sale properties differ from the subject property in location,
operating history, hotel amenities, physical condition, and other factors.

As will be explained in further detail in the Income Capitalization Approach, we
estimated the market value of the subject to be $60,000,000. This equates to
roundly $200,000 per available room. This value estimate places the subject
towards the middle of the range of identified sales. Given the quality and
condition of the subject, we are of the opinion that such a position within the
identified range is reasonable and supportive of our value conclusion derived
via the Income Capitalization Approach.

The value estimate derived for the hotel is summarized in the following table.

              ======================================================
              301 Rooms  x  $200,000 per Room        $60,200,000
              ------------------------------------------------------
              Rounded                                $60,000,000
              ======================================================

Accordingly, we have concluded that the stabilized market value of the
Ritz-Carlton, St. Louis hotel via the Sales Comparison Approach, as of October
1, 1997, to be:

===============================================================================
                              SIXTY MILLION DOLLARS
===============================================================================
                                   $60,000,000
===============================================================================

================================================================================


                                      V-13
<PAGE>

                         INCOME CAPITALIZATION APPROACH
================================================================================

A.    INTRODUCTION

The Income Capitalization Approach is defined in the Dictionary of Real Estate
(Third Edition), Appraisal Institute as follows:

      A set of procedures through which an appraiser derives a value indication
      for income-producing property by converting anticipated benefits (cash
      flows and reversion) into property value. This conversion can be
      accomplished in two ways. One year's income expectancy can be capitalized
      at a market-derived capitalization rate or a capitalization rate that
      reflects a specified income pattern, return on investment, and change in
      the value of the investment. Alternatively, the annual cash flows for the
      holding period and the reversion can be discounted at a specified yield
      rate.

For the purpose of our valuation of the subject, we have utilized both methods
outlined above. Based on our discussions with persons familiar with the purchase
and sale of hotels such as the subject, these techniques are considered the most
appropriate methods of value estimation for a complex hotel property like the
subject. The first method, which is typically referred to as the direct
capitalization approach, is a less involved process, which is commonly utilized
by investors for a stabilized hotel property.

B.    METHODOLOGY

      1.    Direct Capitalization

Under the direct capitalization approach, the projected earnings stream
attainable by the property is first established. This earnings stream is then
converted into a value estimate by dividing the income estimate by an
appropriate income capitalization rate. The capitalization rate represents the
relationship between income and value observed in the market and is derived
through comparable sales analysis as well as other analyses.

Direct capitalization is market-oriented; an appraiser analyzes market evidence
and values the property by considering the assumptions of typical investors.
Direct capitalization does not explicitly differentiate between the return on
and return of capital because investor assumptions are not specified. However,
it is assumed that the selected capitalization rate will satisfy a typical
investor and that the prospects for future monetary benefits, over and above the
amount originally invested, are sufficiently attractive.

================================================================================


                                      V-14
<PAGE>

                         INCOME CAPITALIZATION APPROACH
================================================================================

The earnings stream most commonly used as the basis for the both valuation
methods is the projected net operating income profit (NOI) from operations after
the deduction of real estate taxes, insurance, and ground rent (if applicable),
but before the deduction of interest, depreciation, amortization, and taxes on
income which vary from owner to owner. Also deducted from the profit from
operations is a reserve for capital improvements to the property. The income
expectancy used for valuation is frequently the anticipated income for a typical
or stabilized year of operation, stated in current value dollars. The
performance of the property in the stabilized year reflects the normal level or
operation of the hotel at its expected stabilized occupancy (in the case of the
subject 75.0 percent), unaffected by temporary non-recurring expenses such as
extraordinary start-up marketing, administrative, or operation costs, which can
occur in the initial years of a new hotel or upon repositioning of the facility.

The financial format used in our analysis is the Uniform System of Accounts for
Hotels, developed by the American Hotel & Motel Association and in general use
throughout the hospitality industry. In conformity with this system of account
classifications, only direct operating expenses are charged to operating
departments of the hotel. The general overhead items which are applicable to
operations as a whole are classified as deductions from income and include
administrative and general expenses, marketing expenses, property operations and
maintenance expenses, energy costs, and a reserve for replacement.

      2.    Yield Capitalization (Discounted Cash Flow Approach)

In yield capitalization, the value of a property is the present value of the net
operating income of the property in each year of a holding period (here assumed
to be ten years) and the value of the property when sold at the end of the
holding period (the reversion). The present value of these elements is obtained
by applying a market-derived discount rate. The value of the reversion is
obtained through the capitalization of the adjusted income in the eleventh year,
which should be a normalized or typical year, with a deduction for the costs of
sale.

The cash flow projection over the holding period is based on the stabilized year
estimate, adjusted to reflect such factors as change in room rates, occupancy,
inflation, and the fixed and variable components of each revenue and expense
item.

C.    BASIS FOR CASH FLOW PROJECTIONS

In order to develop our estimate of the net operating income (cash flow) for the
subject for both a stabilized year of operation (direct capitalization) and each
year of the aforementioned holding period (yield capitalization), we have
analyzed in detail the following:

================================================================================


                                      V-15
<PAGE>

                         INCOME CAPITALIZATION APPROACH
================================================================================

      1)    The actual operating results for the subject for years 1993, 1994,
            1995, and 1996. We have placed a focus on the more recent results.
            The historical financial statements are for the period January 1 to
            December 31 each year. It should be noted that our projected
            financial statements, presented later in this section, are for the
            fiscal year period October 1 to September 30 so as to coordinate
            with the effective date of this appraisal.

      2)    The year-to-date August 1996 and 1997 results for the subject as of
            August 31, 1997 (eight months).

      3)    The current budget prepared by management for calendar year 1997.

      4)    The 1996 year-end financial performance of five comparably sized and
            operated hotel properties in the United States.

D.    HISTORICAL OPERATING RESULTS

Presented on the following two pages are tables which summarize the historical
operating statements of the subject for 1993, 1994, 1995, 1996, and the
year-to-date results for 1996 and 1997 (as of August 31). The projected 1997
operating budget is also presented.

These financial statements reflect income before the deduction of interest,
depreciation, amortization, and taxes on income. However, these statements do
not reflect the deduction of reserve for capital replacement. While the
operating figures are not from audited financial statements, we have assumed
that they are accurate.

As can be noted, over the past three years, the total revenues generated by the
hotel have increased from approximately $20.8 to $25.3 million. For 1997, the
hotel's management team is projecting the hotel to generate in excess of $27.1
million in sales. As previously discussed, this increase in revenues is
primarily the result of the increase in the hotel's average daily room rate
combined with continuing strong food and beverage sales.

Over the same period, total operating expenses at the hotel have increased only
modestly from $17.8 million in 1993 to $19.2 million in 1996. As a result, the
operating income of the hotel increased from approximately $3.1 in 1993 to $6.1
million in 1996. For 1997 management is budgeting total operating expenses to be
approximately $20.4 million. The resulting net operating income for the year is
projected to be $6.7 million.

================================================================================


                                      V-16
<PAGE>

================================================================================
                        The Ritz-Carlton Hotel, St. Louis

                          Historical Operating Results

<TABLE>
<CAPTION>
===================================================================================================================================
                                                               1993                                      1994
                                        -------------------------------------------------------------------------------------------
                                              $            %      PAR(1)     POR(2)           $            %      PAR(1)    POR(2) 
                                        -------------------------------------------------------------------------------------------
<S>                                     <C>             <C>      <C>        <C>         <C>             <C>      <C>       <C>     
Number of Keys                                  301                                              301                               
Occupancy                                     69.5%                                            75.3%                               
Average Daily Room Rate                     $121.28                                          $125.43                               
                                                           
Revenues                                
   Rooms                                $ 9,259,099      44.4%   $ 30,761   $ 121.28    $ 10,370,700     47.3%   $ 34,454  $ 125.43
   Food                                   7,847,801      37.7%     26,072     102.79       7,991,340     36.5%     26,549     96.65
   Beverage                               2,104,159      10.1%      6,991      27.56       2,003,036      9.1%      6,655     24.23
   Telephone                                434,120       2.1%      1,442       5.69         473,396      2.2%      1,573      5.73
   Other Operating Departments              696,264       3.3%      2,313       9.12         726,131      3.3%      2,412      8.78
   Rental and Other Income                  500,248       2.4%      1,662       6.55         338,580      1.5%      1,125      4.10
                                        -----------     -----    --------   --------    ------------    -----    --------  --------
     Total Revenue                       20,841,691     100.0%     69,241     272.99      21,903,183    100.0%     72,768    264.92
                                        
Departmental Expenses (3)               
   Rooms                                  2,681,233      29.0%      8,908      35.12       2,884,283     27.8%      9,582     34.88
   Food and Beverage                      7,478,545      75.1%     24,846      97.95       7,561,108     75.7%     25,120     91.45
   Telephone                                288,740      66.5%        959       3.78         316,348     66.8%      1,051      3.83
   Other Operated Departments               563,659      81.0%      1,873       7.38         591,998     81.5%      1,967      7.16
   Rental and Other Income                  129,106      25.8%        429       1.69         146,654     43.3%        487      1.77
                                        -----------     -----    --------   --------    ------------    -----    --------  --------
     Total Departmental Expenses         11,141,283      53.5%     37,014     145.93      11,500,391     52.5%     38,207    139.10
                                        -----------     -----    --------   --------    ------------    -----    --------  --------
     Departmental Profit                  9,700,408      46.5%     32,227     127.06      10,402,792     47.5%     34,561    125.82
                                        
Undistributed Operating Expenses        
   Administrative and General             1,403,617       6.7%      4,663      18.38       1,482,639      6.8%      4,926     17.93
   Marketing                              1,589,955       7.6%      5,282      20.83       1,628,913      7.4%      5,412     19.70
   Property Operations and Maintenance      754,868       3.6%      2,508       9.89         797,566      3.6%      2,650      9.65
   Energy and Utilities                     749,581       3.6%      2,490       9.82         803,960      3.7%      2,671      9.72
                                        -----------     -----    --------   --------    ------------    -----    --------  --------
     Total Undistributed Expenses         4,498,021      21.6%     14,944      58.92       4,713,076     21.5%     15,658     57.00
                                        -----------     -----    --------   --------    ------------    -----    --------  --------
     Gross Operating Profit               5,202,387      25.0%     17,264      68.14       5,689,714     26.0%     18,903     68.82
                                        
Fixed Charges and Management Fees       
   Management Fees                          717,134       3.4%      2,383       9.39         749,185      3.4%      2,489      9.06
   Incentive Management Fees                203,765       1.0%        677       2.67         246,748      1.1%        820      2.98
   Property Taxes                           780,000       3.7%      2,591      10.22         777,196      3.5%      2,582      9.40
   Insurance                                354,000       1.7%      1,176       4.64         235,234      1.1%        782      2.85
   Lease Expenses                            91,389       0.4%        304       1.20          95,792      0.4%        318      1.16
                                        -----------     -----    --------   --------    ------------    -----    --------  --------
      Total Fixed Charges                 2,146,288      10.3%      7,131      28.11       2,104,155      9.6%      6,991     25.45
                                        -----------     -----    --------   --------    ------------    -----    --------  --------
Net Operating Income                    $ 3,056,099      14.7%   $ 10,153    $ 40.03     $ 3,585,559     16.4%   $ 11,912   $ 43.37
                                        ===========     =====    ========   ========    ============    =====    ========  ========
- -----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                                            1995
                                        ------------------------------------------- 
                                              $            %       PAR(1)    POR(2) 
                                        ------------------------------------------- 
<S>                                     <C>             <C>      <C>       <C>      
Number of Keys                                   301                                
Occupancy                                      74.2%                                
Average Daily Room Rate                      5136.68                                
                                                                                    
Revenues                                                                            
   Rooms                                $ 11,145,723     47.2%   $ 37,029  $ 136.68 
   Food                                    8,678,793     36.8%     28,833    106.42 
   Beverage                                2,028,440      8.6%      6,739     24.87 
   Telephone                                 525,545      2.2%      1,746      6.44 
   Other Operating Departments               813,605      3.4%      2,703      9.98 
   Rental and Other Income                   405,752      1.7%      1,348      4.98 
                                         -----------    -----    --------   ------- 
     Total Revenues                       23,597,858    100.0%     78,398    289.37 
                                                                                    
Departmental Expenses (3)                                                           
   Rooms                                   3,060,524     27.5%     10,168     37.53 
   Food and Beverage                       7,947,519     74.2%     26,404     97.46 
   Telephone                                 314,913     59.9%      1,046      3.86 
   Other Operated Departments                683,838     84.1%      2,272      8.39 
   Rental and Other Income                    56,997     14.0%        189      0.70 
                                         -----------    -----    --------   ------- 
     Total Departmental Expenses          12,063,791     51.1%     40,079    147.93 
                                         -----------    -----    --------   ------- 
     Departmental Profit                  11,534,067     48.9%     38,319    141.44 
                                                                                    
Undistributed Operating Expenses                                                    
   Administrative and General              1,661,229      7.0%      5,519     20.37 
   Marketing                               1,671,705      7.1%      5,554     20.50 
   Property Operations and Maintenance       809,432      3.4%      2,689      9.93 
   Energy and Utilities                      742,684      3.1%      2,467      9.11 
                                         -----------    -----    --------   ------- 
     Total Undistributed Expenses          4,885,050     20.7%     16,229     59.90 
                                         -----------    -----    --------   ------- 
     Gross Operating Profit                6,649,017     28.2%     22,090     81.53 
                                                                                    
Fixed Charges and Management Fees                                                   
   Management Fees                           805,161      3.4%      2,675      9.87 
   Incentive Management Fees                 127,515      0.5%        424      1.56 
   Property Taxes                            784,724      3.3%      2,607      9.62 
   Insurance                                 231,320      1.0%        769      2.84 
   Lease Expenses                            100,393      0.4%        334      1.23 
                                         -----------    -----    --------   ------- 
      Total Fixed Charges                  2,049,113      8.7%      6,808     25.13 
                                         -----------    -----    --------   ------- 
Net Operating Income                     $ 4,599,904     19.5%   $ 15,282   $ 56.41 
                                         ===========    =====    ========   ======= 
- ------------------------------------------------------------------------------------
</TABLE>

Notes:  (1)   PAR- Per Available Room.    

        (2)   POR - Per Occupied Room.

        (3)   Departmental expense ratios are based on the respective
              department revenue, not total revenue.

        (4)   Net cash flow after reserves, but before interest,
              amortization, depreciation, rent, and income taxes.

        Numbers may not foot due to rounding.

================================================================================
Source: Ritz-Carlton Hotel Company, L.L.C.
================================================================================
<PAGE>

================================================================================
                        The Ritz-Carlton Hotel, St. Louis

                 Historical Operating Results and Current Budget

<TABLE>
<CAPTION>
==========================================================================================================================
                                                                  1996                          1997 Budget
                                              ---------------------------------------------------------------------------- 
                                                    $         %      PAR(1)   POR(2)       $         %      PAR(1)   POR(2) 
                                              ---------------------------------------------------------------------------- 
<S>                                           <C>           <C>    <C>      <C>      <C>           <C>    <C>      <C>    
Number of Keys                                        301                                    301
Occupancy                                           74.0%                                  77.5%
Aver 4                                            $145.13                                $151.24

Revenues                                    
    Rooms                                     $11,833,143   46.8%  $39,313  $145.13  $12,882,130   47.5%  $42,798  $151.24
    Food                                        9,589,002   38.0%   31,857   117.60   10,247,212   37.8%   34,044   120.31
    Beverage                                    2,190,101    8.7%    7,276    26.86    2,324,796    8.6%    7,724    27.29
    Telephone                                     560,275    2.2%    1,861     6.87      595,616    2.2%    1,979     6.99
    Other Operating Departments                   682,874    2.7%    2,269     8.38      724,371    2.7%    2,407     8.50
    Rental and Other Income                       407,291    1.6%    1,353     5.00      362,144    1.3%    1,203     4.25
                                              -----------  -----   -------  -------  -----------  -----   -------  -------
     Total Revenues                            25,262,686  100.0%   83,929   309.83   27,136,269  100.0%   90,154   318.59

Departmental Expenses (3)
    Rooms                                       2,995,144   25.3%    9,951    36.73    3,208,744   24.9%   10,660    37.67
    Food and Beverage                           7,987,434   67.8%   26,536    97.96    8,463,980   67.3%   28,120    99.37
    Telephone                                     293,548   52.4%      975     3.60      335,164   56.3%    1,114     3.93
    Other Operated Departments                    500,066   73.2%    1,661     6.13      532,627   73.5%    1,770     6.25
    Rental and Other Income                        78,898   19.4%      262     0.97       60,865   16.8%      202     0.71
                                              -----------  -----   -------  -------  -----------  -----   -------  -------
     Total Departmental Expenses               11,855,090   46.9%   39,386   145.40   12,601,380   46.4%   41,865   147.95
                                              -----------  -----   -------  -------  -----------  -----   -------  -------
     Departmental Profit                       13,407,596   53.1%   44,544   164.44   14,534,889   53.6%   48,289   170.65

Undistributed Operating Expenses
    Administrative and General                  1,641,448    6.5%    5,453    20.13    1,751,074    6.5%    5,818    20.56
    Marketing                                   1,649,323    6.5%    5,479    20.23    1,693,026    6.2%    5,625    19.88
    Property Operations and Maintenance           816,804    3.2%    2,714    10.02      860,449    3.2%    2,859    10.10
    Energy and Utilities                          715,066    2.8%    2,376     8.77      742,250    2.7%    2,466     8.71
                                              -----------  -----   -------  -------  -----------  -----   -------  -------
     Total Undistributed Expenses               4,822,641   19.1%   16,022    59.15    5,046,799   18.6%   16,767    59.25
                                              -----------  -----   -------  -------  -----------  -----   -------  -------
     Gross Operating Profit                     8,584,955   34.0%   28,521   105.29    9,488,090   35.0%   31,522   111.39

Fixed Charges and Management Fee 
    Management Fees                               860,249    3.4%    2,858    10.55      929,000    3.4%    3,086    10.91
    Incentive Management Fees                     655,512    2.6%    2,178     8.04      699,000    2.6%    2,322     8.21
    Property Taxes                                765,586    3.0%    2,543     9.39      780,000    2.9%    2,591     9.16
    Insurance                                     177,683    0.7%      590     2.18      252,000    0.9%      837     2.96
    Lease Expense                                  61,281    0.2%      204     0.75       84,000    0.3%      279     0.99
                                              -----------  -----   -------  -------  -----------  -----   -------  -------
     Total Fixed Charges                        2,520,311   10.0%    8,373    30.91    2,744,000   10.1%    9,116    32.22
                                              -----------  -----   -------  -------  -----------  -----   -------  -------
Net Operating Income                          $ 6,064,644   24.0%  $20,148  $ 74.38  $ 6,744,090   24.9%  $22,406  $ 79.18
                                              ===========  =====   =======  =======  ===========  =====   =======  =======
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

Notes:  (1)   PAR - Per Available Room.

        (2)   POR- Per Occupied Room.

        (3)   Departmental expense ratios are based on the respective
              department's revenue, not total revenue.

        (4)   Net cash flow after reserves, but before interest,
              amortization, depreciation, and income taxes.

        Numbers may not foot due to rounding.

================================================================================
Source: Ritz-Carlton Hotel Company, L.L.C.
================================================================================
<PAGE>

================================================================================
                        The Ritz-Carlton Hotel, St. Louis

                          Historical Operating Results

<TABLE>
<CAPTION>
============================================================================================================================
                                                         1996 August Year to Date               1997 August Year to Date
                                                 ---------------------------------------------------------------------------
                                                       $        %      PAR(1)   POR(2)       $         %      PAR(1)   POR(2)
                                                 ---------------------------------------------------------------------------
<S>                                              <C>          <C>    <C>      <C>      <C>           <C>    <C>      <C>    
Number of Keys                                           301                                   301
Occupancy                                              72.9%                                 75.2%
Average Daily Room Rate                             $ 142.63                              $ 149.63
                                                                                  
Revenues                                     
   Rooms                                         $ 7,631,445  48.4%  $37,927  $142.63  $ 8,229,566   47.1%  $41,067  $149.63
   Food                                            5,835,816  37.0%   29,003   109.07    6,408,516   36.7%   31,980   116.52
   Beverage                                        1,291,367   8.2%    6,418    24.13    1,565,695    9.0%    7,813    28.47
   Telephone                                         354,732   2.2%    1,763     6.63      446,895    2.6%    2,230     8.13
   Other Operating Departments                       425,677   2.7%    2,116     7.96      462,714    2.6%    2,309     8.41
   Rental and Other Income                           238,304   1.5%    1,184     4.45      354,510    2.0%    1,769     6.45
                                                 -----------  ----   -------  -------  -----------   ----   -------  -------
     Total Revenues                               13,777,341   0.0%   78,410   294.87   17,467,896  100.0%   87,169   317.59

Departmental Expenses (3)
   Rooms                                           1,950,752  25.6%    9,695    36.46    2,178,981   26.5%   10,874    39.62
   Food and Beverage                               4,990,483  70.0%   24,802    93.27    5,615,953   70.4%   28,025   102.11
   Telephone                                         200,391  56.5%      996     3.75      216,975   48.6%    1,083     3.94
   Other Operated Departments                        319,377  75.0%    1,587     5.97      296,306   64.0%    1,479     5.39
   Rental and Other Income                            37,097  15.6%      184     0.69       40,654   11.5%      203     0.74
                                                 -----------  ----   -------  -------  -----------   ----   -------  -------
     Total Departmental Expenses                   7,498,160  47.5%   37,264   140.14    8,348,869   47.8%   41,663   151.79
                                                 -----------  ----   -------  -------  -----------   ----   -------  -------
     Departmental Profit                           8,279,241  52.5%   41,146   154.73    9,119,027   52.2%   45,506   165.80

Undistributed Operating Expenses
   Administrative and General                      1,103,383   7.0%    5,484    20.62    1,128,901    6.5%    5,633    20.53
   Marketing                                       1,125,093   7.1%    5,591    21.03    1,089,857    6.2%    5,439    19.82
   Property Operations and Maintenance               539,006   3.4%    2,679    10.07      531,777    3.0%    2,654     9.67
   Energy and Utilities                              498,441   3.2%    2,477     9.32      462,353    2.6%    2,307     8.41
                                                 -----------  ----   -------  -------  -----------   ----   -------  -------
    Total Undistributed Expenses                   3,265,923  20.7%   16,231    61.04    3,212,888   18.4%   16,033    58.42
                                                 -----------  ----   -------  -------  -----------   ----   -------  -------
    Gross Operating Profit                         5,013,318  31.8%   24,915    93.70    5,906,139   33.8%   29,473   107.38

Fixed Charges and Management Fees
   Management Fees                                   544,491   3.5%    2,706    10.18      596,246    3.4%    2,975    10.84
   Incentive Management Fees                         331,709   2.1%    1,649     6.20      457,262    2.6%    2,282     8.31
   Property Taxes                                    520,000   3.3%    2,584     9.72      520,000    3.0%    2,595     9.45
   Insurance                                         160,000   1.0%      795     2.99      112,797    0.6%      563     2.05
   Lease Expense                                      34,730   0.2%      173     0.65       64,129    0.4%      320     1.17
                                                 -----------  ----   -------  -------  -----------   ----   -------  -------
    Total Fixed Charges                            1,590,930  10.1%    7,907    29.73    1,750,434   10.0%    8,735    31.83
                                                 -----------  ----   -------  -------  -----------   ----   -------  -------
Net Operating Income                             $ 3,422,388  21.7%  $17,008  $ 63.96  $ 4,155,705   23.8%  $20,738  $ 75.56
                                                 ===========  ====   =======  =======  ===========   ====   =======  =======
</TABLE>

Notes:  (1)   PAR - Per Available Room.

        (2)   POR- Per Occupied Room.

        (3)   Departmental expense ratios are based on the respective
              department's revenue, not total revenue.

        (4)   Net cash flow after reserves, but before interest,
              amortization, depreciation, and income taxes.

        Numbers may not foot due to rounding.

================================================================================
Source: Ritz-Carlton Hotel Company, L.L.C.
================================================================================
<PAGE>

                         INCOME CAPITALIZATION APPROACH
================================================================================

E.    OPERATING STATISTICS ON COMPARABLE HOTELS

In order to develop our estimate of the value of the subject, we have also
utilized information on the operating performance of other comparable hotel
facilities. This information is primarily obtained from confidential information
submitted in compilation of the upcoming 1997 edition (1996 year-end data) of
the PKF Consulting publication Trends in the Hotel Industry.

Our composite used for comparison purposes is made up of five upscale,
full-service hotels located in other major metropolitan area of the United
States. These hotels are considered comparable with the subject, due to their
size and market orientation. The hotels range in size from 291 to 905
guestrooms, with an average size of 512 rooms. Financial statements for these
comparable hotels follow in the next two pages. For reasons of confidentiality,
we have not disclosed the identity of these comparable hotels.


================================================================================


                                      V-20
<PAGE>

================================================================================
                          Ritz-Carlton Hotel, St. Louis

             Statistics from Operating Results of Comparable Hotels

<TABLE>
<CAPTION>
====================================================================================================================================
                                                             Hotel A                    Hotel B                    Hotel C
                                                    --------------------------------------------------------------------------------
                                                         %    PAR(1)   POR(2)     %     PAR(1)    POR(2)      %      PAR(1)   POR(2)
                                                    --------------------------------------------------------------------------------
<S>                                                 <C>      <C>      <C>       <C>    <C>      <C>          <C>    <C>      <C>    
Occupancy                                             68.8%                              77.9%                                 71.2%
Average Daily Room Rate                             $101.17                             $99.32                               $131.70

Revenues
    Rooms                                             56.6%  $25,404  $101.17   56.2%  $28,242  $   99.32    50.5%  $34,233  $131.70
    Food                                              26.1%   11,699    46.59   28.8%   14,450      50.82    32.8%   22,266    85.66
    Beverage                                           8.1%    3,644    14.51   10.9%    5,454      19.18     9.8%    6,654    25.60
    Telephone                                          3.3%    1,502     5.98    2.5%    1,278       4.49     2.4%    1,627     6.26
    Other Operated Departments                         5.4%    2,399     9.55    0.7%      339       1.19     2.8%    1,922     7.39
    Rentals and Other Income                           0.4%      196     0.78    0.9%      461       1.62     1.7%    1,120     4.31
                                                     -----   -------  -------  -----   -------  ---------  ------   -------  -------
       Total Revenues                                100.0%   44,846   178.60  100.0%   50,223     176.62   100.0%   67,821   260.92

Departmental Expenses (3)
    Rooms                                             20.1%    5,113    20.36   24.4%    6,892      24.24    25.3%    8,653    33.29
    Food and Beverage                                 79.4%   12,179    48.50   67.9%   13,522      47.55    78.1%   22,588    86.90
    Telephone                                         31.4%      472     1.88   44.3%      565       1.99    33.3%      541     2.08
    Other Operated Departments                        56.4%    1,353     5.39  118.9%      403       1.42    40.1%      770     2.96
                                                     -----   -------  -------  -----   -------  ---------  ------   -------  -------
       Total Departmental Expenses                    42.6%   19,117    76.13   42.6%   21,383      75.20    48.0%   32,552   125.23
                                                     -----   -------  -------  -----   -------  ---------  ------   -------  -------
       Departmental Profit                            57.4%   25,729   102.46   57.4%   28,841     101.42    52.0%   35,269   135.68

Undistributed Expenses
    Administrative and General                         6.1%    2,717    10.82    7.3%    3,661      12.87     9.0%    6,125    23.56
    Franchise Fees                                     0.0%       --       --    4.8%    2,394       8.42      --        --       --
    Marketing                                          4.0%    1,808     7.20    6.1%    3,055      10.74     5.7%    3,868    14.88
    Property Operations and Maintenance                4.1%    1,843     7.34    3.5%    1,749       6.15     5.4%    3,640    14.01
    Energy and Utilities                               5.3%    2,399     9.55    3.0%    1,496       5.26     2.6%    1,746     6.72
    Other Unallocated Operating Expenses                          --       --      .        --          .      --        --       --
                                                     -----   -------  -------  -----   -------  ---------  ------   -------  -------
       Total Undistributed Expenses                   19.6%    8,768    34.92   24.6%   12,354      43.45    22.7%   15,379    59.17
                                                     -----   -------  -------  -----   -------  ---------  ------   -------  -------
       Gross Operating Profit                         37.6%   16,962    67.55   32.8%   16,486      57.98    29.3%   19,889    76.52

Fixed Charges and Management Fees
    Management Fees                                    1.5%      673     2.68    4.0%    2,009       7.06     3.4%    2,282     8.78
    Property Taxes                                     2.6%    1,152     4.59    3.6%    1,789       6.29     1.8%    1,249     4.81
    Insurance                                          0.9%      404     1.61    1.0%      504       1.77     0.6%      388     1.49
                                                     -----   -------  -------  -----   -------  ---------  ------   -------  -------
       Total Fixed Charges                             5.0%    2,229     8.88    8.6%    4,302      15.13     5.8%    3,919    15.08
                                                     -----   -------  -------  -----   -------  ---------  ------   -------  -------
Net Operating Income (4)                              32.9%  $14,733  $ 58.67   24.3%  $12,184  $   42.65    23.5%  $15,970  $ 61.44
                                                     =====   =======  =======  =====   =======  =========  ======   =======  =======
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Notes:  (1)   PAR - Per Available Room.

        (2)   POR- Per Occupied Room.

        (3)   Departmental expense ratios are based on the respective
              department's revenue, not total revenue.

        (4)   Net operating income before reserves, interest, amortization, 
              depreciation, rent, and income taxes.

        All figures are based on actual operating statements for 1996.
        Numbers may not foot due to rounding.

================================================================================
PKF Consulting
================================================================================
<PAGE>

================================================================================
                          Ritz-Carlton Hotel, St. Louis

             Statistics from Operating Results of Comparable Hotels

<TABLE>
<CAPTION>
====================================================================================================================================
                                                            Hotel D                    Hotel E                Weighted Average
                                                            Hotel A                    Hotel B                    Hotel C
                                                   ---------------------------------------------------------------------------------
                                                        %     PAR(1)    POR(2)     %     PAR(1)    POR(2)      %     PAR(1)   POR(2)
                                                   ---------------------------------------------------------------------------------
<S>                                                <C>       <C>      <C>       <C>     <C>      <C>       <C>      <C>      <C>    
Occupancy                                            76.5%                        67.4%                      70.9%
Average Daily Room Rate                            $158.16                      $103.95                    $114.16

Revenues
    Rooms                                            58.2%   $44,149   $158.16    58.1%  $25,577  $103.95    55.7%  $29,525  $114.16
    Food                                             27.2%    20,593     73.77    28.4%   12,501    50.80    28.6%   15,152    58.59
    Beverage                                          6.8%     5,165     18.50     5.7%    2,512    10.21     8.1%    4,316    16.69
    Telephone                                         2.9%     2,233      8.00     3.1%    1,384     5.63     2.9%    1,554     6.01
    Other Operated Departments                        3.5%     2,621      9.39     2.6%    1,146     4.66     3.4%    1,804     6.98
    Rentals and Other Income                          1.4%     1,040      3.73     2.0%      889     3.61     1.2%    3,573     2.53
                                                    -----    -------   -------  ------   -------  -------   -----   -------  -------
       Total Revenues                               100.0%    75,801    271.55   100.0%   44,008   173.85   100.0%   53,006   204.94

Departmental Expenses (3)
    Rooms                                            25.9%    11,444     41.00    31.1%    7,951    32.31    24.9%    7,349    28.42
    Food and Beverage                                75.0%    19,312     69.18    71.6%   10,742    43.65    75.6%   14,718    56.91
    Telephone                                        48.6%     1,085      3.89    37.6%      521     2.12    37.1%      577     2.23
    Other Operated Departments                      105.6%     2,769      9.92    48.5%      556     2.26    61.6%    1,111     4.29
                                                    -----    -------   -------  ------   -------  -------   -----   -------  -------
       Total Departmental Expenses                   45.7%    34,610    123.99    44.9%   19,769    30.34    44.8%   23,754    91.84
                                                    -----    -------   -------  ------   -------  -------   -----   -------  -------
       Departmental Profit                           54.3%    41,191    147.56    55.1%   24,239    96.51    55.2%   29,252   113.10

Undistributed Expenses
    Administrative and General                        9.2%     7,006     25.10     7.0%    3,070    12.48     7.6%    4,021    15.55
    Franchise Fees                                    0.9%       654      2.34     2.4%    1,038     4.22     1.9%    1,287     4.88
    Marketing                                         3.7%     2,796     10.02     5.8%    2,553    10.38     4.9%    2,617    10.12
    Property Operations and Maintenance               4.3%     3,284     11.77     5.7%    2,494    10.14     4.7%    2,476     9.57
    Energy and Utilities                              2.8%     2,145      7.68     4.4%    1,922     7.81     3.8%    2,034     7.86
    Other Unallocated Operating Expenses              1.9%     1,451      5.20      --        --       --     1.6%    1,451     5.20
                                                    -----    -------   -------  ------   -------  -------   -----   -------  -------
       Total Undistributed Expenses                  22.9%    17,337     62.11    25.2%   11,076    45.02    22.5%   11,909    46.05
                                                    -----    -------   -------  ------   -------  -------   -----   -------  -------
       Gross Operating Profit                        31.5%    23,854     85.46    29.9%   13,163    53.50    32.7%   17,343    67.05

Fixed Charges and Management Fees
    Management Fees                                   3.1%     2,347      8.41     4.3%    1,898     7.72     3.0%    1,599     6.18
    Property Taxes                                    3.6%     2,694      9.65     3.0%    1,330     5.41     2.8%    1,462     5.65
    Insurance                                         0.6%       456      1.63     1.2%      514     2.09     0.8%      444     1.72
                                                    -----    -------   -------  ------   -------  -------   -----   -------  -------
       Total Fixed Charges                            7.3%     5,497     19.69     8.5%    3,743    15.21     6.6%    3,505    13.55
                                                    -----    -------   -------  ------   -------  -------   -----   -------  -------
Net Operating Income (4)                             24.2%   $18,357   $ 65.76    21.4%  $ 9,420  $ 38.28    26.1%  $13,838  $ 53.50
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Notes:  (1)   PAR - Per Available Room.

        (2)   POR- Per Occupied Room.

        (3)   Departmental expense ratios are based on the respective
              department's revenue, not total revenue.

        (4)   Net operating income before reserves, interest, amortization, 
              depreciation, rent, and income taxes.

        All figures are based on actual operating statements for 1996.
        Numbers may not foot due to rounding.

================================================================================
PKF Consulting
================================================================================
<PAGE>

                         INCOME CAPITALIZATION APPROACH
================================================================================

F.    STABILIZED YEAR ESTIMATE

As indicated previously, we have estimated the performance of the subject for a
stabilized year of operation. This estimate is primarily based on the estimated
operating results of the subject hotel coupled with our review of the
performance of other comparable hotels. The basis for our stabilized year
estimate is detailed in the following paragraphs and is stated in fiscal year
1997 dollars .

      1.    Departmental Revenues and Expenses

In the Uniform System of Accounts for Hotels, revenues to the facility are
categorized by the department from which it is derived. In the case of the
subject, these include income from rooms, food and beverage, telephone, other
operated departments, and rental and other income. In the Uniform System of
Accounts for Hotels, only direct operating expenses associated with each
department are charged to the operating departments. General overhead items
which are applicable to the overall operation of the facility are classified as
undistributed operating expenses.

Direct or departmental revenues and expenses, which typically vary with
occupancy, are generally analyzed on a per occupied room (POR) basis, which
varies with occupancy, while undistributed expenses, which are more fixed in
nature, are typically analyzed on a per available room (PAR) basis. For the
subject, the number of available rooms is 301.

            a.    Rooms Revenues and Expenses

Rooms revenues are based on the number of occupied rooms multiplied by the
average daily room rate for each respective year as presented in this report. As
indicated in our previous analyses, we estimated that the stabilized occupancy
rate of the subject hotel will be 75.0 percent with an average daily room rate
equal to $153.00 (expressed in 1997 dollars, as of October 1, 1997).

    ========================================================================
    301 Rooms x 365 Days x 75.0% Occupancy x $153.00 Room Rate = $12,607,000
    ========================================================================

Rooms expenses consist of salaries and wages, employee benefits, commissions,
contract cleaning, laundry and uniform cleaning, linens, operating supplies,
reservations costs, and other items related to the rooms department. In the
three prior years, 1994, 1995, and 1996, the rooms expense of the subject
property ranged from 27.8 percent to 25.3 percent of departmental revenues, on a
declining percentage trend, or $34.88 per occupied room to $36.73. As is typical
in a hotel operation, economies of operation occur as room rates increase in
tandem with controlled departmental expenses. The percentage cost will decline
somewhat, with the POR cost increasing in accordance with inflationary
pressures, rather than operational issues.

================================================================================


                                      V-23
<PAGE>

                         INCOME CAPITALIZATION APPROACH
================================================================================

The composite operating results for the comparable hotels is generally lower
than the subject, in a range of 20.1 percent to 31.1 percent of rooms sales, or
an average of 24.9 percent. The average cost per room was $28.42 per occupied
room in 1996. Based on our analysis, the subject will incur operating
consistently at 75.0 percent occupancy or higher, we estimate that for a
stabilized year of operation the rooms department expense for the subject will
be approximately $39.62 per occupied room, or approximately 26.0 percent of
rooms revenue, comparable on a POR basis to the year-to-date 1997 operating
results. The higher cost per room at the subject as contrasted with the
comparable hotels is reflective of the higher service levels found at the
Ritz-Carlton property.

<TABLE>
<CAPTION>
==========================================================================================================================
                                                    Rooms Expenses
==========================================================================================================================
                                                       Subject                          Comparables
- --------------------------------------------------------------------------------------------------------------
                                                                YTD    Budget     Range of       Summary of   Stabilized
                                      1994     1995    1996    1997     1997     Comparables    Comparables      Year
- --------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>      <C>     <C>     <C>      <C>     <C>                 <C>          <C>   
Per Occupied Room                    $34.88   $37.53  $36.73  $39.62   $37.67  $20.36 - $41.00     $28.42       $39.62
- --------------------------------------------------------------------------------------------------------------------------
Ratio to Departmental Revenues        27.8%    27.5%   25.3%   26.5%   24.9%    20.1% - 31.1%      24.9%        26.0%
==========================================================================================================================
Source: PKF Consulting and The Ritz-Carlton, St. Louis
==========================================================================================================================
</TABLE>

            b.    Food and Beverage Revenues and Expenses

Food revenues are generated by the restaurant sales in the Grill, Restaurant,
Lobby Lounge, room service, and banqueting. Future revenues were projected based
on the continued strong utilization of these facilities. Over the past three
years, food revenues were in a range of $96.65 to $117.60 POR, with an operating
departmental profit shown each year. Food revenue for the comparable properties
is not considered to be helpful in this analysis as the scope of food service
and the styles of restaurants are vastly different than the subject hotel and
are lower that the subject hotel, from $46.59 to $85.66 POR. The lower range of
the comparables indicates the very successful operation of the subject hotel,
driven largely by its attractive dining areas and superior food service
standards.

The month of December and January at the subject are particularly strong food
service months, and the many holiday parties handled by the hotel during that
time act to balance out the low rooms department occupancy traditionally seen
during the early winter months. We estimate that food revenue should approximate
$118.00 POR on a stabilized basis, stated in 1997 dollars.

<TABLE>
<CAPTION>
==================================================================================================================
                                                Food Revenues
==================================================================================================================
                                        Subject                               Comparables
- ------------------------------------------------------------------------------------------------------
                                                  YTD      Budget       Range of        Summary of    Stabilized
                       1994     1995    1996      1997      1997      Comparables       Comparables      Year
- ------------------------------------------------------------------------------------------------------------------
<S>                   <C>     <C>      <C>      <C>        <C>       <C>              <C>              <C>   
Per Occupied Room     $96.65  $106.42  $117.60  $116.52    $120.31   Not Comparable   Not Comparable   $118.00
==================================================================================================================
Source: PKF Consulting and Ritz-Carlton, St. Louis
==================================================================================================================
</TABLE>

================================================================================


                                      V-24
<PAGE>

                         INCOME CAPITALIZATION APPROACH
================================================================================

Beverage revenues are currently generated by the sale of soft drinks, liquor,
and wine in the Grill, Restaurant, Lobby Lounge, room service, and banqueting
areas. Beverage sales are often viewed as a percentage of food sales. The
subject has had a beverage-to-food sale ratio ranging from 25.1 percent to 22.8
percent, on a declining trend, in the three prior years. In view of stricter
alcohol-control laws and a general public concern to consume fewer alcoholic
beverages, declining or static beverage sales have been common over the past few
years in most full-service hotels. The five comparable hotels indicate a
beverage ratio of 20.1 to 37.7 percent of food sales, with an average of 28.5
percent, reflecting lower overall food sales at these hotels, thereby deriving a
higher beverage sales percentage. For a stabilized year of operation, we
estimate beverage sales of $2,334,000 annually, or 24.0 percent of projected
food sales, expressed in 1997 dollars.

<TABLE>
<CAPTION>
============================================================================================================
                                            Beverage Expenses
============================================================================================================
                                          Subject                           Comparables
- ------------------------------------------------------------------------------------------------
                                                    YTD    Budget     Range of      Summary of   Stabilized
                           1994    1995    1996     1997    1997     Comparables    Comparables     Year
- ------------------------------------------------------------------------------------------------------------
<S>                        <C>    <C>      <C>     <C>      <C>     <C>                <C>         <C>  
Ratio to Food Revenues     25.1%  23.4%    22.8%   24.4%    22.7%   20.1% - 37.7%      28.5%       24.0%
============================================================================================================
Source: PKF Consulting and The Ritz-Carlton, St. Louis
============================================================================================================
</TABLE>

Food and beverage expenses include product costs, payroll and related expenses,
and other items such as laundry and linen, china, glassware and silverware,
uniform costs, supplies and other miscellaneous items. Over the past three
years, food and beverage expenses have ranged from 75.7 percent to 67.8 percent
at the subject hotel, in a declining trend. Year-to-date, prior to the busy
holiday season, costs reflect 70.4 percent of revenue. The comparable hotels
reported food and beverage expenses in a range of 67.9 percent to 79.4 percent,
with an average of 75.6 percent. Given the continued expected strong volume of
food and beverage service at the subject property in future years, with an
emphasis on profitable banquet sales, we are of the opinion that it should be
possible stabilized operating costs at their present level on a percentage
basis. We project a 68.0 percent food and beverage expense will be maintained
throughout the analysis period.

<TABLE>
<CAPTION>
=======================================================================================================================
                                           Food and Beverage Expenses
=======================================================================================================================
                                                  Subject                            Comparables
- ----------------------------------------------------------------------------------------------------------
                                                            YTD    Budget      Range of       Summary of   Stabilized
                                   1994     1995    1996    1997    1997      Comparables    Comparables      Year
- -----------------------------------------------------------------------------------------------------------------------
<S>                                <C>     <C>     <C>     <C>     <C>       <C>                <C>          <C>  
Ratio to Departmental Revenues     75.7%   74.2%   67.8%   70.4%   67.3%     67.9% - 79.4%      75.6%        68.0%
=======================================================================================================================
Source: PKF Consulting and Ritz-Carlton, St. Louis
=======================================================================================================================
</TABLE>

================================================================================


                                      V-25
<PAGE>

                         INCOME CAPITALIZATION APPROACH
================================================================================

            c.    Telephone Revenues and Expenses

Telephone revenues are derived primarily from the use of telephones within
guestrooms. Telephone revenues are highly dependent on the call surcharges
imposed by a property. At the subject, telephone revenues have ranged from $5.73
to $6.87 per occupied room from 1994 to 1996 on an increasing trend. As of
year-to-date August 1997, telephone revenue is $8.13 per occupied room. The
comparable hotels show a comparable range from $4.49 to $8.00 per occupied room,
but for a lower average of $6.01 per occupied room in 1996. Based on the
subject's increasing historical trend, the higher year-to-date indications from
the subject hotel, and balanced by the expected stable level of market mix in
future years, telephone revenues are estimated to be $8.25 per occupied room for
a stabilized year, stated in 1997 dollars.

<TABLE>
<CAPTION>
======================================================================================================
                                      Telephone Revenues
======================================================================================================
                                     Subject                         Comparables
- ------------------------------------------------------------------------------------------
                                               YTD   Budget     Range of      Summary of  Stabilized
                       1994   1995     1996    1997   1997    Comparables    Comparables     Year
- ------------------------------------------------------------------------------------------------------
<S>                    <C>    <C>     <C>     <C>     <C>    <C>                <C>         <C>  
Per Occupied Room      $5.73  $6.44   $6.87   $8.13   $6.99  $4.49 - $8.00      $6.01       $8.25
======================================================================================================
Source:  PKF Consulting and Ritz-Carlton, St. Louis
======================================================================================================
</TABLE>

Telephone expenses include the cost of calls and any telephone service and
equipment charges. This expense has ranged from 66.8 percent to 52.4 percent
over the three historical periods, in a decreasing trend as revenues have
generally stabilized in total. As of year-to-date August 1997, this expense
ratio is at 48.6 percent of departmental revenue. 56.3 percent has been budgeted
by management for 1997. The weighted average of the comparable hotels is lower
at 37.1 percent of telephone revenue in 1996. For the subject property, we have
forecast an expense ratio of 55.0 percent for a stabilized year of operation
based on the 1996 year-end performance of the subject hotel in combination with
the projected stabilized telephone revenue of $8.25 per occupied room.

<TABLE>
<CAPTION>
===================================================================================================================
                                                 Telephone Expenses
===================================================================================================================
                                               Subject                             Comparables
- -----------------------------------------------------------------------------------------------------
                                                         YTD    Budget      Range of     Summary of   Stabilized
                                 1994    1995    1996    1997    1997     Comparables   Comparables      Year
- -------------------------------------------------------------------------------------------------------------------
<S>                              <C>     <C>     <C>    <C>      <C>     <C>               <C>           <C>  
Ratio to Departmental Revenues   66.8%   59.9%   52.4%  48.6%    56.3%   31.4% - 48.6%     37.1%         55.0%
===================================================================================================================
Source: PKF Consulting and Ritz-Carlton, St. Louis
===================================================================================================================
</TABLE>

================================================================================


                                      V-26
<PAGE>

                         INCOME CAPITALIZATION APPROACH
================================================================================

            d.    Other Operated Departments Revenue and Expense

Other operated departments income at the subject property consists revenues
generated from the gift shop, fitness center, and garage and parking valet
charges. At the subject hotel, from 1993 to 1996 this revenue item has ranged
from $8.38 to $9.98 per occupied room in no discernible trend. As of
year-to-date August 1997, other operated departments revenue is $8.41 per
occupied room. The 1997 budget is $8.50 per occupied room. The comparables
illustrate a wide range from $1.19 to $9.55 in revenue POR in 1996, and reflect
a variety of services offered. We have projected other operated departments
income at $8.50 per occupied room in a stabilized year, based primarily on the
subject property's year-to-date performance and budgeted 1997 estimations.

<TABLE>
<CAPTION>
=====================================================================================================
                                 Other Operated Departments Income
=====================================================================================================
                                    Subject                         Comparables
- -----------------------------------------------------------------------------------------
                                               YTD    Budget   Range of      Summary of  Stabilized
                     1994    1995     1996     1997    1997   Comparables   Comparables     Year
- -----------------------------------------------------------------------------------------------------
<S>                 <C>      <C>      <C>     <C>     <C>    <C>               <C>         <C>  
Per Occupied Room   $8.78    $9.98    $8.38   $8.41   $8.50  $1.19 - $9.55     $6.98       $8.50
=====================================================================================================
Source: PKF Consulting and Ritz-Carlton, St. Louis.
=====================================================================================================
</TABLE>

Other operated departments expense at the subject property consists the expenses
associated with each of the various departmental revenue items combined. These
expenses have ranged from 81.0 percent to 84.1 percent from 1993 to 1995, and
then 73.2 percent in 1996. As of year-to-date August 1997, other operated
departments expenses are 64.0 percent of revenue. The 1997 budget is 73.5
percent of revenue. The comparables range from 40.1 to 105.6 percent of revenue,
within an average of 61.6 percent. We have projected other operated departments
expense at 75.0 percent of revenue in a stabilized year, based primarily on the
subject property's 1996 results and budgeted espectations.

<TABLE>
<CAPTION>
====================================================================================================================
                                       Other Operated Departments Expense
====================================================================================================================
                                                  Subject                          Comparables
- --------------------------------------------------------------------------------------------------------
                                                            YTD    Budget     Range of      Summary of  Stabilized
                                    1994    1995    1996   1997     1997    Comparables    Comparables     Year
- --------------------------------------------------------------------------------------------------------------------
<S>                                 <C>    <C>     <C>     <C>     <C>     <C>                <C>         <C>  
Percent of Departmental Revenue     81.5%  84.1%   73.2%   64.0%   73.5%   40.1% - 118.9%     61.6%       75.0%
====================================================================================================================
Source: PKF Consulting and Ritz-Carlton, St. Louis
====================================================================================================================
</TABLE>

Rentals and other income at the subject property consist of revenues generated
from the guest laundry, interest earned, no-show guestroom revenue, and
miscellaneous sources. From 1994 to 1996, this revenue item has ranged from
$4.10 to $5.00 POR on an increasing basis. Year-to-date, rentals and other
income are $6.45 POR, with a budgeted year-end number for 1997 of $4.25 POR. The
comparable hotels report rentals and other income, net of expenses, from $0.78
to $4.31 POR, with an average of $2.53 POR.

================================================================================


                                      V-27
<PAGE>

                         INCOME CAPITALIZATION APPROACH
================================================================================

Restated to be net of expenses, the subject shows a range POR of $2.33 to $4.28
from 1994 to 1996. Year-to-date and budgeted 1997, net of expenses, are $5.71
and $3.54 respectively. We have projected rental income at $4.00, net of
expenses, for a stabilized year in 1997 dollars, based on the 1996 performance
of the property.

<TABLE>
<CAPTION>
=============================================================================================================
                                     Rental Income (Net of Expenses)
=============================================================================================================
                                       Subject                              Comparables
- -------------------------------------------------------------------------------------------------
                                                 YTD     Budget       Range of       Summary of  Stabilized
                        1994   1995   1996      1997      1997      Comparables     Comparables     Year
- -------------------------------------------------------------------------------------------------------------
<S>                    <C>    <C>    <C>        <C>       <C>      <C>                 <C>          <C>  
   Per Occupied Room   $2.33  $4.28  $4.03      $5.71     $3.54    $0.78 - $4.31       $2.53        $4.00
=============================================================================================================
Source: PKF Consulting and Ritz-Carlton, St. Louis
=============================================================================================================
</TABLE>

      2.    Undistributed Operating Expenses

Operating expenses that are not chargeable to a particular operating department
are presented as undistributed operating expenses, in accordance with the
Uniform System of Accounts for Hotels. These expenses include administrative and
general, franchise fees, marketing, property operations and maintenance, and
energy and utilities. These expenses are relatively unaffected by fluctuations
in occupancies and room rates. Excluding management and franchise fees (when
applicable), which are a fixed percentage based on a contract agreement and
market parameters, these expenses are analyzed primarily on a dollar amount per
available room basis. In the case of the subject property, however, there is no
assessment of franchise fees; however, a higher marketing fee is incurred.

            a.    Administrative and General

This category includes the salary and wages of the general manager and office
staff, cash overages and shortages, credit card commissions, bad debt expense,
security, data processing costs, accounting payroll expense, and professional
fees. Liability insurance, formerly also included as an administrative and
general expense is grouped with other insurance costs in this report as a
separate line item. Administrative and general costs have ranged between $4,926
and $5,453 per available room for 1994 to 1996 at the subject hotel, with $5,633
incurred per room on a year-to-date August basis. $5,818 is budgeted for 1997 by
management. The comparable properties showed a range in 1996 of $2,717 to $7,006
PAR in 1996, with a weighted average of $4,021 PAR. We estimate administrative
and general expenses of $5,700 for a stabilized year of operation for the
subject hotel, in-line with historical and year-to-date results.

================================================================================


                                      V-28
<PAGE>

                         INCOME CAPITALIZATION APPROACH
================================================================================

<TABLE>
<CAPTION>
=========================================================================================================
                                      Administrative and General Expenses
=========================================================================================================
                                      Subject                           Comparables
- ---------------------------------------------------------------------------------------------
                                                YTD    Budget      Range of      Summary of  Stabilized
                       1994     1995    1996    1997    1997     Comparables    Comparables     Year
- ---------------------------------------------------------------------------------------------------------
<S>                   <C>      <C>     <C>     <C>     <C>     <C>                 <C>         <C>   
Per Available Room    $4,926   $5,519  $5,453  $5,633  $5,813  $2,717 - $7,006     $4,813      $5,700
=========================================================================================================
Source: PKF Consulting and Ritz-Carlton, St. Louis
=========================================================================================================
</TABLE>

            b.    Marketing

This expense includes the cost of advertising, printing of brochures, salaries
associated with sales and marketing personnel, and other costs associated with
an ongoing sales and promotion program. Over the 1994 to 1996 periods, the
subject property's marketing expense has ranged from $5,412 to $5,554 PAR. For
year-to-date August 1997, the marketing expense is $5,439 PAR; $5,625 is
budgeted by management in 1997. The weighted average of marketing and franchise
expenses for the comparable hotels was much lower at $3,904 per available room
in 1996, although the combined range of marketing and franchise fees is $1,808
to $5,449 per available room.

We forecast that, in order to achieve the average occupancy, average daily room
rates, and food and beverage revenues estimated in this report, marketing
expenses for the successful operation of the subject should not be any less than
high-end of the combined marketing and franchise fees incurred by comparable
properties. Therefore, for a stabilized year of operation, in-line with
historical costs, we have estimated a marketing cost of $5,500 per available
room as considered reasonable for the subject.

<TABLE>
<CAPTION>
============================================================================================================
                                                Marketing Expenses
============================================================================================================
                                       Subject                           Comparables (1)
- ------------------------------------------------------------------------------------------------
                                                 YTD     Budget      Range of      Summary of   Stabilized
                      1994     1995     1996     1997     1997     Comparables     Comparables     Year
- ------------------------------------------------------------------------------------------------------------
<S>                  <C>      <C>      <C>      <C>      <C>     <C>                 <C>          <C>   
Per Available Room   $5,412   $5,554   $5,479   $5,439   $5,625  $1,808 - $5,449     $3,904       $5,500
============================================================================================================
Note: (1) Includes franchise fee expenses
Source: PKF Consulting and Ritz-Carlton, St. Louis
============================================================================================================
</TABLE>

            c.    Property Operations and Maintenance

Property operations and maintenance expenses are a function of building age and
usage and are comprised of engineering salaries, wages, employee benefits,
normal maintenance of the building, normal maintenance of electrical, mechanical
and refrigeration equipment, and engineering operating supplies.

Over the 1994 to 1996 year-end periods, property operations and maintenance
expenses at the subject have been well controlled. The costs were, on a PAR
basis, $2,650 in 1994, $2,689 in 1995, and $2,714 in 1996. The budgeted amount
by management for 1997 is $2,859, with the cost through year-to-date August 1997

================================================================================


                                      V-29
<PAGE>

                         INCOME CAPITALIZATION APPROACH
================================================================================

being $2,654 PAR, which is more in-line with historical costs than the budget.
The comparable hotels property operations and maintenance expense range from
$1,843 to $3,640 per available room in 1996, with a weighted average of $2,476
per available room. We have estimated that the property operations and
maintenance expenses for the subject will be approximately $2,700 per available
room at a stabilized operating level, consistent with year-to-date operating
results and the historical, controlled nature of these costs.

<TABLE>
<CAPTION>
=============================================================================================================
                                      Property Operations and Maintenance Expenses
=============================================================================================================
                                     Subject                               Comparables
- ------------------------------------------------------------------------------------------------
                                                YTD    Budget      Range of        Summary of    Stabilized
                     1994     1995     1996     1997    1997      Comparables      Comparables      Year
- -------------------------------------------------------------------------------------------------------------
<S>                 <C>      <C>      <C>      <C>     <C>      <C>                  <C>           <C>   
Per Available Room  $2,650   $2,689   $2,714   $2,654  $2,859   $1,843 - $3,640      $2,476        $2,700
=============================================================================================================
Source: PKF Consulting and Ritz-Carlton, S. Louis
=============================================================================================================
</TABLE>

            d.    Energy and Utilities Expenses

Energy expenses are generally particular to the location, climate, and type of
hotel structure. Energy and utility expenses include electricity, gas, water,
light bulbs, and sewer charges. In the case of the subject property, through a
number of means, including energy management systems and the new use of more
efficient light bulbs, the subject's historical energy and utility expense has
been declining from $2,671 to $2,376 PAR over the 1994 to 1996 period. The
efforts have largely been completed in 1997, and costs are expected to stabilize
rather than further decreasing. The budget prepared by management for 1997 is
$2,466 per available room. The weighted average of the comparables is $2,034 PAR
in 1996. Based on an analysis of the foregoing, energy costs to operate the
subject hotel for a stabilized year are estimated at $2,350 per available room,
in-line with the decreasing historical trends at the subject.

<TABLE>
<CAPTION>
=============================================================================================================
                                          Energy and Utilities Expenses
=============================================================================================================
                                       Subject                              Comparables
- ------------------------------------------------------------------------------------------------
                                                YTD     Budget      Range of        Summary of   Stabilized
                      1994     1995    1996     1997     1997      Comparables     Comparables      Year
- -------------------------------------------------------------------------------------------------------------
<S>                  <C>      <C>     <C>      <C>      <C>      <C>                  <C>          <C>   
Per Available Room   $2,671   $2,467  $2,376   $2,307   $2,466   $1,496 - $2,399      $2,034       $2,350
=============================================================================================================
Source: PKF Consulting and Ritz-Carlton, St. Louis
=============================================================================================================
</TABLE>

================================================================================


                                      V-30
<PAGE>

                         INCOME CAPITALIZATION APPROACH
================================================================================

      3.    Management Fee and Fixed Charges

            a.    Management Fees

The subject is currently managed by the Ritz-Carlton Hotel Company, LLC, which
operates the hotel in accordance with a management contract as described earlier
in Section III of this report. The operating agreement, as amended, provides for
the payment of 3.5 percent of total receipts, including rental income, as a base
management fee. Further, primary and secondary incentive management fees are
allowed, with an overall limit on combined management fees to be 6.0 percent of
gross revenue in total.

We have assumed that the hotel would be sold encumbered by this agreement so as
to allow the continuation of the use of the Ritz-Carlton name and style of
operation of the property throughout the analysis period. Therefore, we have
reflected the payment of an annual management fee of 3.5 percent of gross
revenues and an incentive management fee of 2.5 percent of gross revenues
annually in accordance with the existing management agreement and budgeted 1997
expectations as prepared by management.

            b.    Real Estate and Property Taxes

The subject property is in the real estate taxing jurisdiction of the St. Louis
County Tax Assessor's Office. Our estimate of the property taxes for the subject
is based on the existing property tax assessment of the subject property,
adjusted for expected inflation in future years. We have therefore utilized the
existing property taxes of the subject of approximately $784,000 annually as
representative of property taxes in a stabilized year of operation. In future
years, we project this expense to increase 3.0 percent per year, in-line with
expected future inflation over the projection period.

            c.    Insurance

Insurance expense is for liability, property, and workman's compensation
insurance. The insurance costs, in total, were between $235,234 and $177,683
during 1994 to 1996, in a declining trend. The year-to-date August 1997
insurance expanses, annualized, indicate a year-end cost of approximately
$169,000. The budget for 1997 is $252,000, but we understand that this amount
has been over-estimated. The comparable hotels indicate a range in total cost of
$133,100 to $366,262 for 1996, with an average of $227,976. Based on the budget
prepared by management and the indications of the comparable hotels, we have
estimated the insurance for the subject hotel will be $200,000 in a stabilized
year of operation.

================================================================================


                                      V-31
<PAGE>

                         INCOME CAPITALIZATION APPROACH
================================================================================

<TABLE>
<CAPTION>
=========================================================================================================================
                               Insurance
=========================================================================================================================
                                       Subject                                   Comparables
- --------------------------------------------------------------------------------------------------------
                                                   YTD      Budget         Range of         Summary of     Stabilized
                    1994      1995       1996      1997      1997        Comparables       Comparables        Year
- -------------------------------------------------------------------------------------------------------------------------
<S>               <C>       <C>        <C>       <C>       <C>        <C>                    <C>            <C>     
Total Expense     $235,234  $231,320   $177,683  169,195   $252,000   $133,100 - $366,262    $227,976       $200,000
=========================================================================================================================
Source: PKF Consulting and Ritz-Carlton, St. Louis
=========================================================================================================================
</TABLE>

            d.    Equipment Rental Expense

Equipment rental expense at the subject hotel includes the costs of leased
automobiles and office equipment. This cost has declined over the past few years
as management of the hotel has replaced leased equipment with owned items and
has cut the number of hotel vehicles. For 1993 to 1996, equipment rental expense
ranged from a high of $100,393 in 1995 to a low of $61,281 in 1996. For 1997
management has budgeted $84,000. For a stabilized year of operation, we also
estimate equipment rental expense at $84,000.

            e.    Reserve For Replacement

An additional item not typically listed on an owner's income statement is the
amount required for the periodic replacement of certain short-lived items such
as carpeting, draperies, and other furniture, fixtures, and equipment. We have
estimated that a reasonable reserve for capital replacement would be 4.0 percent
of total hotel revenues, annually for all years our analysis period. We are of
the opinion that this amount is reasonable given the age of the structure and
the capital improvement plans identified by management as discussed in Section
III of this report. It should be noted, also, that the existing operating
agreement for the subject property calls for a 4.0 percent annual reserve for
replacement.

H.    STABILIZED YEAR OPERATING RESULTS

Presented on the following page is an estimate of the subject hotel's stabilized
year operating results expressed in current value 1997 dollars, based on the
foregoing analysis. For this 12 month period (October 1 to September 31),
revenues are projected to total approximately $26,374,000. Income before fixed
charges, which does not include a management fee, property taxes, insurance, or
reserves for replacements, totals approximately $9,118,000 or 34.6 percent of
total revenue. This ratio is consistent with the recent historical experience of
the subject and is at the high-end of the range established by the comparable
hotels, which ranges from 29.3 percent to 37.8 percent, with a weighted average
of 32.7 percent. Operating income for the subject, after the deduction of a
management fee, property taxes, insurance, equipment leases, and reserve for
replacements, totals approximately $5,413,000, or 20.5 percent of total revenue.

================================================================================


                                      V-32
<PAGE>

                         INCOME CAPITALIZATION APPROACH
================================================================================

<TABLE>
<CAPTION>
====================================================================================================================================
                                                      Ritz-Carlton, St. Louis
                                                 Stabilized Year Operating Results
                                                       (1997 Value Dollars)
====================================================================================================================================
Occupancy Level                                                                           75.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Average Room Rate                                                                        $153.00
- ------------------------------------------------------------------------------------------------------------------------------------
REVPAR                                                                                   $114.75
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                Total                Ratios               PAR                 POR
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>                     <C>               <C>                  <C>    
Revenues
     Rooms                                                   $12,607,000              47.8%             $41,884             $153.00
     Food                                                      9,723,000              36.9%              32,302              118.00
     Beverage                                                  2,334,000               8.8%               7,754               28.33
     Telephone                                                   680,000               2.6%               2,259                8.25
     Other Operated Depts.                                       700,000               2.7%               2,326                8.50
     Rentals and Other Income                                    330,000               1.3%               1,096                4.00
- ------------------------------------------------------------------------------------------------------------------------------------
Total Revenues                                               $26,374,000             100.0%             $87,621             $320.08
- ------------------------------------------------------------------------------------------------------------------------------------
Departmental Expenses
     Rooms                                                    $3,265,000              26.0%             $10,847              $39.62
     Food and Beverage                                         8,199,000              68.0%              27,239               99.50
     Telephone                                                   374,000              55.0%               1,243                4.54
     Other Operated Departments                                  525,000              75.0%               1,744                6.37
- ------------------------------------------------------------------------------------------------------------------------------------
Total Departmental Expenses                                  $12,363,000              46.9%             $41,073             $150.04
- ------------------------------------------------------------------------------------------------------------------------------------
Departmental Income                                          $14,011,000              53.1%             $46,548             $170.04
- ------------------------------------------------------------------------------------------------------------------------------------
Undistributed Operating Expenses
     Administrative and General                               $1,717,000               6.5%              $5,700              $20.84
     Marketing                                                 1,656,000               6.3%               5,500               20.10
     Property Maintenance                                        813,000               3.1%               2,700                9.87
     Energy and Utilities                                        707,000               2.7%               2,350                8.58
- ------------------------------------------------------------------------------------------------------------------------------------
Total Undistributed Expenses                                  $4,893,000              18.6%             $16,256              $59.38
- ------------------------------------------------------------------------------------------------------------------------------------
Income Before Fixed Charges                                   $9,118,000              34.6%             $30,292             $110.66
- ------------------------------------------------------------------------------------------------------------------------------------
Management Fees and Fixed Charges
     Base Management Fees                                       $923,000               3.5%              $3,066              $11.20
     Incentive Management Fees                                   659,000               2.5%               2,189                8.00
     Property Taxes                                              784,000               3.0%               2,605                9.51
     Insurance                                                   200,000               0.8%                 664                2.43
     Equipment Leases                                             84,000               0.3%                 279                1.02
- ------------------------------------------------------------------------------------------------------------------------------------
     Total                                                    $2,650,000              10.0%              $8,804              $32.16
- ------------------------------------------------------------------------------------------------------------------------------------
Income Before Reserve                                         $6,468,000              24.5%             $21,488              $78.50
- ------------------------------------------------------------------------------------------------------------------------------------
Reserve for Replacement                                       $1,055,000               4.0%              $3,505              $12.80
- ------------------------------------------------------------------------------------------------------------------------------------
Net Operating Income(4)                                       $5,413,000              20.5%             $17,983              $65.69
====================================================================================================================================
</TABLE>
(1) Income before interest, depreciation, amortization, and taxes on income.

Note: Totals may not add due to rounding.

Source: PKF Consulting
================================================================================

================================================================================


                                      V-33
<PAGE>

                         INCOME CAPITALIZATION APPROACH
================================================================================

I.    ESTIMATED ANNUAL OPERATING RESULTS FOR THE HOLDING PERIOD

The previous analysis provided for the income and expenses incurred in the
operation of the subject in a stabilized year of operation. In the following
analysis, we provide estimated income and expenses for the subject during each
year of the holding period anticipated by a typical investor. The estimate of
the performance for the subject in the stabilized year is used as a basis for
our analysis, adjusted to reflect the effects of inflation, business
development, and variations in occupancy.

      1.    Holding Period

In the Second Quarter 1997 issue of the PKF Consulting's publication Hospitality
Investment Survey, the average holding period for investors interviewed for
full-service hotels is 6.7 years, with a range of between two and ten years. In
the Spring 1997 edition of the Landauer Hotel Group's Hotel Investment Outlook,
the average holding period is 7.9 years with a range of between four and ten
years. Based on the foregoing, we have utilized a 10-year holding period,
representing the period from October 1, 1997 to September 31, 2007.

      2.    Inflation

To portray price level changes during the holding period, we have assumed an
inflation rate of 3.0 percent throughout the projection period. This rate
reflects the consensus of several well-recognized economists for the current
long-term outlook for the future movement of prices and is consistent with the
inflation rates of the last three years in the St. Louis area. All revenues and
expenses are projected to increase at 3.0 percent.

It should be noted that inflation is caused by many factors, and unanticipated
events and circumstances can affect the forecasted rate. Therefore, the
estimated operating results computed over the projection period will vary from
the actual operating results, and the variations may be material. Our assumption
of an annual 3.0 percent inflation factor portrays an expected long-term trend
in price movements over the projection period rather than a point in time. This
level of inflation is comparable to the compound annual change in the Consumer
Price Index for the St. Louis Metropolitan area since 1990, as shown in the
following table, which has averaged 2.6 percent over the seven-year period.

================================================================================


                                      V-34
<PAGE>

                         INCOME CAPITALIZATION APPROACH
================================================================================

         ================================================================
                            St. Louis Metropolitan Area
                   Average Increase in Consumer Price Index (CPI)
                                   1990 to 1996
         ================================================================
                                                           CPI          
                              Year                       Increase       
         ----------------------------------------------------------------
                              1990                         5.2%         
                              1991                         3.1%         
                              1992                         2.0%         
                              1993                         2.1%         
                              1994                         2.8%         
                              1995                         2.8%         
                              1996                         3.0%         
         ----------------------------------------------------------------
                  Compound Average Growth Rate                          
                           1990 - 1996                     2.6%         
         ================================================================
         Source: 1989 - 1996 U.S. Department of Labor               
                 Statistics
         ================================================================

      3.    Average Daily Room Rate and Occupancy During the Holding Period

As discussed earlier, based on the competitive position of the subject and its
anticipated mix of demand, we estimate that the average daily room rate for the
subject in a stabilized year, in 1997 dollars, at $153.00. Over the ten-year
analysis period, the average daily rate overall is expected to increase with
inflation at 3.0 percent per year.

Our estimate for the average daily room rate, occupancy, and resulting total
annual rooms revenues for the subject hotel during the holding period, plus the
eleventh reversion year, is presented as follows.

================================================================================
                              Ritz-Carlton, St. Louis
                  Estimated Average Daily Room Rate and Occupancy
                           Years 1997/1998 to 2007/2008
- --------------------------------------------------------------------------------
                                           Average Daily           Total
  Fiscal Year(1)        Occupancy           Room Rate*         Rooms Revenue
- --------------------------------------------------------------------------------
    1997/1998             76.0%               $158.00           $13,193,000
    1998/1999             76.0%               $163.00           $13,610,000
    1999/2000             76.0%               $168.00           $14,027,000
    2000/2001             75.0%               $173.00           $14,255,000
    2001/2002             75.0%               $178.00           $14,667,000
    2002/2003             75.0%               $183.00           $15,079,000
    2003/2004             74.0%               $189.00           $15,366,000
    2004/2005             74.0%               $194.00           $15,772,000
    2005/2006             74.0%               $200.00           $16,260,000
    2006/2007             74.0%               $206.00           $16,748,000
    2007/2008             74.0%               $212.00           $17,236,000
================================================================================
*Rounded to the nearest dollar.

(1) Fiscal year October 1 to September 30.

Source: PKF Consulting
================================================================================

================================================================================


                                      V-35
<PAGE>

                         INCOME CAPITALIZATION APPROACH
================================================================================

      4.    Operating Revenues and Expenses During the Holding Period

Operating revenues and expenses for the subject are projected using a computer
model developed by PKF Consulting especially for use in hotel appraisal
analysis. The estimated operating revenues and expenses are based on the same
assumptions used to develop our stabilized year projection. Each item, however,
is adjusted to reflect the varying impact of the fixed and variable component of
each, i.e., the proportion of each that is affected by variations in occupancy.
In addition, each item is adjusted for inflation as previously discussed.

      5.    Statement of Estimated Annual Operating Results During the Holding
            Period

The estimated annual operating results for the Ritz-Carlton, St. Louis for the
10-year period (plus the reversion year) beginning October 1, 1997 is presented
on four following pages. The following table summarizes the estimated operating
income for the subject property throughout the eleven-year projection period.

================================================================================
                               Ritz-Carlton, St. Louis                          
                       Summary of Estimated Operating Results                   
                               1997/1998 to 2007/2008                           
================================================================================
                          Total           Net Operating        Ratio to         
      Fiscal Year(1)     Revenues            Income(2)       Total Revenues     
- --------------------------------------------------------------------------------
        1997/1998      $27,562,000         $5,816,000            21.1%          
        1998/1999      $28,410,000         $6,006,000            21.1%          
        1999/2000      $29,271,000         $6,192,000            21.2%          
        2000/2001      $29,748,000         $6,150,000            20.7%          
        2001/2002      $30,626,000         $6,322,000            20.6%          
        2002/2003      $31,517,000         $6,485,000            20.6%          
        2003/2004      $32,072,000         $6,470,000            20.2%          
        2004/2005      $32,979,000         $6,617,000            20.1%          
        2005/2006      $33,982,000         $6,827,000            20.1%          
        2006/2007      $35,002,000         $7,031,000            20.1%          
        2007/2008      $36,038,000         $7,230,000            20.1%          
================================================================================
Note: (1) Fiscal year beginning October 1, 1997                              
      (2) Income before depreciation, interest, amortization, debt service, and
          taxes on income.

Source: PKF Consulting
================================================================================

================================================================================


                                      V-36
<PAGE>

================================================================================
                                  Ritz-Carlton
                               St. Louis, Missouri

                           Projected Operating Results

<TABLE>
<CAPTION>
==================================================================================================================
Fiscal Years Oct. 1 to Sept. 30:                      1997/1998                             1998/1999             
                                     -----------------------------------------------------------------------------
                                           $         %     PAR(1)   POR(2)       $          %     PAR(1)   POR(2) 
                                     -----------------------------------------------------------------------------
<S>                                  <C>          <C>     <C>      <C>      <C>          <C>     <C>      <C>     
Number of Keys                               301                                    301                           
Occupancy                                 76.00%                                 76.00%                           
Average Daily Room Rate                  $158.00                                $163.00                           

Revenues
    Rooms                            $13,193,000   47.9%  $43,831  $158.01  $13,610,000   47.9%  $45,216  $163.00 
    Food                              10,148,000   36.8%   33,714   121.54   10,453,000   36.8%   34,728   125.19 
    Beverage                           2,436,000    8.8%    8,093    29.17    2,509,000    8.8%    8,336    30.05 
    Telephone                            710,000    2.6%    2,359     8.50      731,000    2.6%    2,429     8.75 
    Other Operated Departments           731,000    2.7%    2,429     8.75      753,000    2.7%    2,502     9.02 
    Rentals and Other Income             344,000    1.2%    1,143     4.12      354,000    1.2%    1,176     4.24 
                                     -----------  -----   -------  -------  -----------  -----   -------  ------- 
       Total Revenues                 27,562,000  100.0%   91,568   330.10   28,410,000  100.0%   94,385   340.25 

Departmental Expenses (3)
    Rooms                              3,399,000   25.8%   11,292    40.71    3,501,000   25.7%   11,631    41.93 
    Food and Beverage                  8,501,000   67.6%   28,241   101.81    8,756,000   67.6%   29,090   104.87 
    Telephone                            390,000   54.9%    1,296     4.67      402,000   55.0%    1,336     4.81 
    Other Operated Departments           548,000  159.3%    1,821     6.56      565,000  159.6%    1,877     6.77 
                                     -----------  -----   -------  -------  -----------  -----   -------  ------- 
       Total Departmental Expenses    12,838,000   46.6%   42,651   153.75   13,224,000   46.5%   43,934   158.38 
                                     -----------  -----   -------  -------  -----------  -----   -------  ------- 
       Departmental Profit            14,724,000   53.4%   48,917   176.34   15,186,000   53.5%   50,452   151.87 

Undistributed Expenses
    Administrative and General         1,774,000    6.4%    5,894    21.25    1,828,000    6.4%    6,073    21.89 
    Marketing                          1,705,000    6.2%    5,664    20.42    1,756,000    6.2%    5,834    21.03 
    Property Op's and Maint              837,000    3.0%    2,781    10.02      862,000    3.0%    2,864    10.32 
    Energy and Utilities                 738,000    2.7%    2,452     8.84      761,000    2.7%    2,528     9.11 
                                     -----------  -----   -------  -------  -----------  -----   -------  ------- 
       Total Undistributed Expenses    5,054,000   18.3%   16,791    60.53    5,207,000   18.3%   17,299    62.36 
                                     -----------  -----   -------  -------  -----------  -----   -------  ------- 
       Gross Operating Profit          9,670,000   35.1%   32,126   115.81    9,979,000   35.1%   33,153   119.51 

Fixed Charges and Mgt. Fees
    Base Management Fees                 965,000    3.5%    3,206    11.56      994,000    3.5%    3,302    11.90 
    Incentive Management Fees            689,000    2.5%    2,289     8.25      710,000    2.5%    2,359     8.50 
    Property Taxes                       808,000    2.9%    2,684     9.68      832,000    2.9%    2,764     9.96 
    Insurance                            206,000    0.7%      684     2.47      212,000    0.7%      704     2.54 
    Equipment Leases                      84,000    0.3%      279     1.01       89,000    0.3%      296     1.07 
                                     -----------  -----   -------  -------  -----------  -----   -------  ------- 
       Total Fixed Charges             2,752,000   10.0%    9,143    32.96    2,837,000   10.0%    9,425    33.98 
                                     -----------  -----   -------  -------  -----------  -----   -------  ------- 

Income Before Reserves                 6,918,000   25.1%   22,983    82.85    7,142,000   25.1%   23,728    85.54 

Reserves for Replacements              1,102,000    4.0%    3,661    13.20    1,136,000    4.0%    3,774    13.61 
                                     -----------  -----   -------  -------  -----------  -----   -------  ------- 

Net Operating Incomes (4)            $ 5,816,000   21.1%  $19,322  $ 69.66  $ 6,006,000   21.1%  $19,953  $ 71.93 
                                     ===========  =====   =======  =======  ===========  =====   =======  ======= 
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

===========================================================================     
Fiscal Years Oct. 1 to Sept. 30:                     1999/2000                  
                                     --------------------------------------     
                                           $          %     PAR(1)   POR(2)     
                                     --------------------------------------     
Number of Keys                                301                               
Occupancy                                  76.00%                               
Average Daily Room Rate                   $168.00                               
                                                                                
Revenues                                                                        
    Rooms                             $14,027,000   47.9%  $46,601  $167.99     
    Food                               10,766,000   36.8%   35,767   128.94     
    Beverage                            2,584,000    8.8%    8,585    30.95     
    Telephone                             753,000    2.6%    2,502     9.02     
    Other Operated Departments            776,000    2.7%    2,578     9.29     
    Rentals and Other Income              365,000    1.2%    1,213     4.37     
                                      -----------  -----   -------  -------     
       Total Revenues                  29,271,000  100.0%   97,246   350.56     
                                                                                
Departmental Expenses (3)                                                       
    Rooms                               3,606,000   25.7%   11,980    43.19     
    Food and Beverage                   9,019,000   67.6%   29,963   108.02     
    Telephone                             414,000   55.0%    1,375     4.96     
    Other Operated Departments            582,000  159.5%    1,934     6.97     
                                      -----------  -----   -------  -------     
       Total Departmental Expenses     13,621,000   46.5%   45,252   163.13     
                                      -----------  -----   -------  -------     
       Departmental Profit             15,650,000   53.5%   51,993   187.43     
                                                                                
Undistributed Expenses                                                          
    Administrative and General          1,883,000    6.4%    6,256    22.55     
    Marketing                           1,809,000    6.2%    6,010    21.67     
    Property Op's and Maint               888,000    3.0%    2,950    10.64     
    Energy and Utilities                  783,000    2.7%    2,601     9.38     
                                      -----------  -----   -------  -------     
       Total Undistributed Expenses     5,363,000   18.3%   17,817    64.23     
                                      -----------  -----   -------  -------     
       Gross Operating Profit          10,287,000   35.1%   34,176   123.20     
                                                                                
Fixed Charges and Mgt. Fees                                                     
    Base Management Fees                1,024,000    3.5%    3,402    12.26     
    Incentive Management Fees             732,000    2.5%    2,432     8.77     
    Property Taxes                        857,000    2.9%    2,847    10.26     
    Insurance                             219,000    0.7%      728     2.62     
    Equipment Leases                       92,000    0.3%      306     1.10     
                                      -----------  -----   -------  -------     
       Total Fixed Charges              2,924,000   10.0%    9,714    35.02     
                                      -----------  -----   -------  -------     
                                                                                
Income Before Reserves                  7,363,000   25.2%   24,462    88.16     
                                                                                
Reserves for Replacements               1,171,000    4.0%    3,890    14.02     
                                      -----------  -----   -------  -------     
                                                                                
Net Operating Incomes (4)             $ 6,192,000   21.2%  $20,571  $ 74.16     
                                      ===========  =====   =======  =======     
- ---------------------------------------------------------------------------

Notes: (1) PAR - Per Available Room.
       (2) POR - Per Occupied Room.
       (3) Departmental expense ratios are based on the respective
           department's revenues, not total revenues. 
       (4) Net operating income before interest, amortization, depreciation, 
           and income taxes.

================================================================================
Source: PKF Consulting
================================================================================
<PAGE>

================================================================================
                                  Ritz-Carlton
                               St. Louis, Missouri

                           Projected Operating Results

<TABLE>
<CAPTION>
====================================================================================================================
Fiscal Years Oct. 1 to Sept. 30:                       2000/2001                             2001/2002              
                                     -------------------------------------------------------------------------------
                                           $         %      PAR(1)   POR(2)       $          %     PAR(1)   POR(2)  
                                     -------------------------------------------------------------------------------
<S>                                  <C>          <C>     <C>       <C>      <C>          <C>     <C>       <C>     
Number of Keys                               301                                     301                            
Occupancy                                 75.00%                                  75.00%                            
Average Daily Room Rate                  $173.00                                 $176.00                            

Revenues
    Rooms                            $14,255,000   47.9%  $ 47,359  $173.00  $14,667,000   47.9%  $ 48,728  $178.00 
    Food                              10,943,000   36.8%    36,355   132.81   11,272,000   36.8%    37,449   136.80 
    Beverage                           2,626,000    8.8%     8,724    31.87    2,705,000    8.8%     8,987    32.83 
    Telephone                            765,000    2.6%     2,542     9.28      788,000    2.6%     2,618     9.56 
    Other Operated Departments           788,000    2.6%     2,618     9.56      812,000    2.7%     2,698     9.85 
    Rentals and Other Income             371,000    1.2%     1,233     4.50      382,000    1.2%     1,269     4.64 
                                     -----------  -----   --------  -------  -----------  -----   --------  ------- 
       Total Revenues                 29,748,000  100.0%    98,031   361.02   30,626,000  100.0%   101,748   371.60 

Departmental Expenses (3)
    Rooms                              3,675,000   25.8%    12,209    44.60    3,785,000   25.8%    12,575    45.94 
    Food and Beverage                  9,227,000   68.0%    30,654   111.98    9,504,000   68.0%    31,575   115.34 
    Telephone                            421,000   55.0%     1,399     5.11      433,000   54.9%     1,439     5.25 
    Other Operated Departments           591,000  159.3%     1,963     7.17      609,000  159.4%     2,023     7.39 
                                     -----------  -----   --------  -------  -----------  -----   --------  ------- 
       Total Departmental Expenses    13,914,000   46.8%    46,226   166.86   14,331,000   46.8%    47,611   173.92 
                                     -----------  -----   --------  -------  -----------  -----   --------  ------- 
       Departmental Profit            15,834,000   53.2%    52,605   192.16   16,295,000   53.2%    54,136   197.76 

Undistributed Expenses
    Administrative and General         1,933,000    6.5%     6,422    23.46    1,991,000    6.5%     6,615    24.16 
    Marketing                          1,863,000    6.3%     6,189    22.61    1,919,000    6.3%     6,375    23.29 
    Property Op's and Maint              915,000    3.1%     3,040    11.10      942,000    3.1%     3,130    11.43 
    Energy and Utilities                 796,000    2.7%     2,645     9.66      820,000    2.7%     2,724     9.95 
                                     -----------  -----   --------  -------  -----------  -----   --------  ------- 
       Total Undistributed Expenses    5,507,000   18.5%    18,296    66.53    5,672,000   18.5%    18,844    68.84 
                                     -----------  -----   --------  -------  -----------  -----   --------  ------- 
       Gross Operating Profit         10,327,000   34.7%    34,309   125.33   10,623,000   34.7%    35,292   128.92 

Fixed Charges and Mgt. Fees
    Base Management Fees               1,041,000    3.5%     3,458    12.63    1,072,000    3.5%     3,561    13.01 
    Incentive Management Fees            744,000    2.5%     2,472     9.03      766,000    2.5%     2,545     9.30 
    Property Taxes                       882,000    3.0%     2,930    10.70      909,000    3.0%     3,020    11.03 
    Insurance                            225,000    0.8%       748     2.73      232,000    0.8%       771     2.82 
    Equipment Leases                      95,000    0.3%       316     1.15       97,000    0.3%       322     1.18 
                                     -----------  -----   --------  -------  -----------  -----   --------  ------- 
       Total Fixed Charges             2,987,000   10.0%     9,924    36.25    3,076,000   10.0%    10,219    37.33 
                                     -----------  -----   --------  -------  -----------  -----   --------  ------- 
Income Before Reserves                 7,340,000   24.7%    24,385    89.08    7,547,000   24.6%    25,073    91.59 
Reserves for Replacements              1,190,000    4.0%     3,953    14.44    1,225,000    4.0%     4,070    14.87 
                                     -----------  -----   --------  -------  -----------  -----   --------  ------- 
Net Operating Income (4)             $ 6,150,000   20.7%    20,432  $ 74.64  $ 6,322,000   20.6%  $ 21,003  $ 76.72 
                                     ===========  =====   ========  =======  ===========  =====   ========  ======= 
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

============================================================================
Fiscal Years Oct. 1 to Sept. 30:                     2002/2003              
                                     ---------------------------------------
                                           $          %      PAR(1)   POR(2)
                                     ---------------------------------------
Number of Keys                                301                           
Occupancy                                  75.00%                           
Average Daily Room Rate                   $183.00                           
                                                                            
Revenues                                                                    
    Rooms                             $15,079,000   47.8%  $ 50,096  $183.00
    Food                               11,610,000   36.8%    38,571   140.90
    Beverage                            2,786,000    8.8%     9,256    33.81
    Telephone                             812,000    2.6%     2,698     9.85
    Other Operated Departments            836,000    2.7%     2,777    10.15
    Rentals and Other Income              394,000    1.3%     1,309     4.78
                                      -----------  -----   --------  -------
       Total Revenues                  31,517,000  100.0%   104,708   382.49
                                                                            
Departmental Expenses (3)                                                     
    Rooms                               3,899,000   25.9%    12,953    47.32
    Food and Beverage                   9,790,000   68.0%    32,525   118.81
    Telephone                             446,000   54.9%     1,482     5.41
    Other Operated Departments            627,000  159.1%     2,083     7.61
                                      -----------  -----   --------  -------
       Total Departmental Expenses     14,762,000   46.8%    49,043   179.15
                                      -----------  -----   --------  -------
       Departmental Profit             16,755,000   53.2%    55,664   203.34
                                                                            
Undistributed Expenses                                                      
    Administrative and General          2,051,000    6.5%     6,814    24.89
    Marketing                           1,977,000    6.3%     6,568    23.99
    Property Op's and Maint               970,000    3.1%     3,223    11.77
    Energy and Utilities                  845,000    2.7%     2,807    10.25
                                      -----------  -----   --------  -------
       Total Undistributed Expenses     5,843,000   18.5%    19,412    70.91
                                      -----------  -----   --------  -------
       Gross Operating Profit          10,912,000   34.6%    36,252   132.43
                                                                            
Fixed Charges and Mgt. Fees                                                 
    Base Management Fees                1,103,000    3.5%     3,664    13.39
    Incentive Management Fees             788,000    2.5%     2,618     9.56
    Property Taxes                        936,000    3.0%     3,110    11.36
    Insurance                             239,000    0.8%       794     2.90
    Equipment Leases                      100,000    0.3%       332     1.21
                                      -----------  -----   --------  -------
       Total Fixed Charges              3,166,000   10.0%    10,518    38.42
                                      -----------  -----   --------  -------
Income Before Reserves                  7,746,000   24.6%    25,734    94.01
Reserves for Replacements               1,261,000    4.0%     4,189    15.30
                                      -----------  -----   --------  -------
Net Operating Income (4)              $ 6,485,000   20.6%  $ 21,545  $ 78.70
                                      ===========  =====   ========  =======
- ----------------------------------------------------------------------------

Notes: (1) PAR - Per Available Room.
       (2) POR - Per Occupied Room.
       (3) Departmental expense ratios are based on the respective
           department's revenues, not total revenues. 
       (4) Net operating income before interest, amortization, depreciation, 
           and income taxes.

================================================================================
Source: PKF Consulting
================================================================================
<PAGE>

================================================================================
                                  Ritz-Carlton
                               St. Louis, Missouri

                           Projected Operating Results

<TABLE>
<CAPTION>
=====================================================================================================================
Fiscal Years Oct. 1 to Sept. 30:                      2003/2004                               2004/2005              
                                     --------------------------------------------------------------------------------
                                           $         %      PAR(1)   POR(2)       $          %      PAR(1)   POR(2) 
                                     --------------------------------------------------------------------------------
<S>                                  <C>          <C>     <C>       <C>      <C>          <C>     <C>       <C>      
Number of Keys                               301                                     301                             
Occupancy                                 74.00%                                  74.00%                             
Average Daily Room Rate                  $189.00                                 $194.00                             

Revenues
    Rooms                            $15,366,000   47.9%  $ 51,050  $189.00  $15,772,000   47.8%  $ 52,399  $194.00  
    Food                              11,799,000   36.8%    39,199   145.13   12,153,000   36.9%    40,375   149.48  
    Beverage                           2,832,000    8.8%     9,409    34.83    2,917,000    8.8%     9,691    35.88  
    Telephone                            825,000    2.6%     2,741    10.15      850,000    2.6%     2,824    10.46  
    Other Operated Departments           850,000    2.7%     2,824    10.46      875,000    2.7%     2,907    10.76  
    Rentals and Other Income             400,000    1.2%     1,329     4.92      412,000    1.2%     1,369     5.07  
                                     -----------  -----   --------  -------  -----------  -----   --------  -------  
       Total Revenues                 32,072,000  100.0%   106,551   394.49   32,979,000  100.0%   109,565   405.65  

Departmental Expenses (3)
    Rooms                              3,973,000   25.9%    13,199    48.87    4,092,000   25.9%    13,595    50.33  
    Food and Beverage                 10,016,000   68.5%    33,276   123.20   10,317,000   68.5%    34,276   126.90  
    Telephone                            454,000   55.0%     1,508     5.58      467,000   54.9%     1,551     5.74  
    Other Operated Departments           637,000  159.3%     2,116     7.84      657,000  159.5%     2,183     8.06  
                                     -----------  -----   --------  -------  -----------  -----   --------  -------  
       Total Departmental Expenses    15,080,000   47.0%    50,100   185.49   15,533,000   47.1%    51,605   191.06  
                                     -----------  -----   --------  -------  -----------  -----   --------  -------  
       Departmental Profit            16,992,000   53.0%    56,452   209.00   17,446,000   52.9%    57,960   214.59  

Undistributed Expenses
    Administrative and General         2,106,000    6.6%     6,997    25.90    2,169,000    6.6%     7,206    26.68  
    Marketing                          2,036,000    6.3%     6,764    25.04    2,097,000    6.4%     6,967    25.79  
    Property Op's and Maint.           1,000,000    3.1%     3,322    12.30    1,030,000    3.1%     3,422    12.67  
    Energy and Utilities                 859,000    2.7%     2,854    10.57      884,000    2.7%     2,937    10.87  
                                     -----------  -----   --------  -------  -----------  -----   --------  -------  
       Total Undistributed Expenses    6,001,000   18.7%    19,937    73.61    6,180,000   18.7%    20,532    76.01  
                                     -----------  -----   --------  -------  -----------  -----   --------  -------  
       Gross Operating Profit         10,991,000   34.3%    36,515   135.19   11,266,000   34.2%    37,429   138.57  

Fixed Charges and Mgt. Fees
    Base Management Fees               1,123,000    3.5%     3,731    13.81    1,154,000    3.5%     3,834    14.19  
    Incentive Management Fees            802,000    2.5%     2,664     9.86      824,000    2.5%     2,738    10.14  
    Property Taxes                       964,000    3.0%     3,203    11.86      993,000    3.0%     3,299    12.21  
    Insurance                            246,000    0.8%       817     3.03      253,000    0.8%       841     3.11  
    Equipment Leases                     103,000    0.3%       342     1.27      106,000    0.3%       352     1.30  
                                     -----------  -----   --------  -------  -----------  -----   --------  -------  
       Total Fixed Charges             3,238,000   10.1%    10,757    39.83    3,330,000   10.1%    11,063    40.96  
                                     -----------  -----   --------  -------  -----------  -----   --------  -------  
Income Before Reserves                 7,753,000   24.2%    25,757    95.36    7,936,000   24.1%    26,365    97.61  
Reserves for Replacements              1,283,000    4.0%     4,262    15.78    1,319,000    4.0%     4,382    16.22  
                                     -----------  -----   --------  -------  -----------  -----   --------  -------  
Net Operating Income(4)              $ 6,470,000   20.2%  $ 21,495  $ 79.58  $ 6,617,000   20.1%  $ 21,983  $ 81.39  
                                     ===========  =====   ========  =======  ===========  =====   ========  =======  
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

===========================================================================
Fiscal Years Oct. 1 to Sept. 30:                     2005/2006             
                                     --------------------------------------
                                          $          %      PAR(1)   POR(2)
                                     --------------------------------------
Number of Keys                               301                           
Occupancy                                 74.00%                           
Average Daily Room Rate                  $200.00                           
                                                                           
Revenues                                                                   
    Rooms                            $16,260,000   47.8%  $ 54,020  $200.00
    Food                              12,517,000   36.8%    41,585   153.96
    Beverage                           3,004,000    8.8%     9,980    36.95
    Telephone                            875,000    2.6%     2,907    10.76
    Other Operated Departments           902,000    2.7%     2,997    11.09
    Rentals and Other Income             424,000    1.2%     1,409     5.22
                                     -----------  -----   --------  -------
       Total Revenues                 33,982,000  100.0%   112,897   417.98
                                                                           
Departmental Expenses (3)                                                  
    Rooms                              4,215,000   25.9%    14,003    51.85
    Food and Beverage                 10,626,000   68.5%    35,302   130.70
    Telephone                            481,000   55.0%     1,598     5.92
    Other Operated Departments           676,000  159.4%     2,246     8.31
                                     -----------  -----   --------  -------
       Total Departmental Expenses    15,998,600   47.1%    53,150   196.78
                                     -----------  -----   --------  -------
       Departmental Profit            17,984,000   52.9%    59,748   221.21
                                                                           
Undistributed Expenses                                                     
    Administrative and General         2,234,000    6.6%     7,422    27.48
    Marketing                          2,160,000    6.4%     7,176    26.57
    Property Op's and Maint.           1,060,000    3.1%     3,522    13.04
    Energy and Utilities                 911,000    2.7%     3,027    11.21
                                     -----------  -----   --------  -------
       Total Undistributed Expenses    6,365,000   18.7%    21,146    78.29
                                     -----------  -----   --------  -------
       Gross Operating Profit         11,619,000   34.2%    38,601   142.92
                                                                           
Fixed Charges and Mgt. Fees                                                
    Base Management Fees               1,189,000    3.5%     3,950    14.62
    Incentive Management Fees            850,000    2.5%     2,824    10.46
    Property Taxes                     1,023,000    3.0%     3,399    12.58
    Insurance                            261,000    0.8%       867     3.21
    Equipment Leases                     110,000    0.3%       365     1.35
                                     -----------  -----   --------  -------
       Total Fixed Charges             3,433,000   10.1%    11,405    42.23
                                     -----------  -----   --------  -------
Income Before Reserves                 8,186,000   24.1%    27,196   100.69
Reserves for Replacements              1,359,000    4.0%     4,515    16.72
                                     -----------  -----   --------  -------
Net Operating Income(4)              $ 6,827,000   20.1%  $ 22,681  $ 83.97
                                     ===========  =====   ========  =======
- ---------------------------------------------------------------------------

Notes: (1) PAR - Per Available Room.
       (2) POR - Per Occupied Room.
       (3) Departmental expense ratios are based on the respective
           department's revenues, not total revenues. 
       (4) Net operating income before interest, amortization, depreciation, 
           and income taxes.

================================================================================
Source: PKF Consulting
================================================================================
<PAGE>

================================================================================
                                  Ritz-Carlton
                               St. Louis, Missouri

                           Projected Operating Results

<TABLE>
<CAPTION>
=================================================================================================================================
Fiscal Years Oct. 1 to Sept. 30:                                   2006/2007                              2007/2008
                                                   ------------------------------------------------------------------------------
                                                        $          %     PAR(1)    POR(2)      $           %      PAR(1)   POR(2)
                                                   ------------------------------------------------------------------------------
<S>                                                <C>          <C>     <C>      <C>      <C>           <C>     <C>       <C>    
Number of Keys                                             301                                    301
Occupancy                                               74.00%                                 74.00%
Average Daily Room Rate                                $206.00                                $212.00
                                                     
Revenues                                    
   Rooms                                           $16,748,000   47.8%  555,641  $206.00  $17,236,000    47.8%  $ 57,262  $212.00
   Food                                             12,893,000   36.8%   42,834   158.59   13,280,000    36.8%    44,120   163.35
   Beverage                                          3,094,000    8.8%   10,279    38.06    3,187,000     8.8%    10,588    39.20
   Telephone                                           901,000    2.6%    2,993    11.08      928,000     2.6%     3,083    11.41
   Other Operated Departments                          929,000    2.7%    3,086    11.43      957,000     2.7%     3,179    11.77
   Rentals and Other Income                            437,000    1.2%    1,452     5.38      450,000     1.2%     1,495     5.54
                                                   -----------  -----   -------  -------  -----------  ------   --------  -------
      Total Revenues                                35,002,000  100.0%  116,286   430.53   36,038,000   100.0%   119,728   443.27

Departmental Expenses (3)
   Rooms                                             4,341,000   25.9%   14,422    53.39    4,472,000    25.9%    14,857    55.01
   Food and Beverage                                10,945,000   68.5%   36,362   134.62   11,273,000    68.5%    37,452   138.66
   Telephone                                           496,000   55.0%    1,648     6.10      511,000     5.1%     1,698     6.29
   Other Operated Departments                          697,000  159.5%    2,316     8.57      717,000   159.3%     2,382     8.82
                                                   -----------  -----   -------  -------  -----------  ------   --------  -------
      Total Departmental Expenses                   16,479,000   47.1%   54,748   202.69   16,973,000    47.1%    56,389   208.77
                                                   -----------  -----   -------  -------  -----------  ------   --------  -------
      Departmental Profit                           18,523,000   52.9%   61,538   227.84   19,065,000    52.9%    63,339   234.50

Undistributed Expenses
   Administrative and General                        2,301,000    6.6%    7,645    28.30    2,370,000     6.6%     7,874    29.15
   Marketing                                         2,225,000    6.4%    7,392    27.37    2,292,000     6.4%     7,615    28.19
   Property Op's and Maint.                          1,092,000    3.1%    3,628    13.43    1,125,000     3.1%     3,738    13.84
   Energy and Utilities                                938,000    2.7%    3,116    11.54      966,000     2.7%     3,209    11.88
                                                   -----------  -----   -------  -------  -----------  ------   --------  -------
      Total Undistributed Expenses                   6,556,000   18.7%   21,781    80.64    6,753,000    18.7%    22,435    83.06
                                                   -----------  -----   -------  -------  -----------  ------   --------  -------
      Gross Operating Profit                        11,967,000   34.2%   39,757   147.20   12,312,000    34.2%    40,904   151.44

Fixed Charges and Mgt. Fees
   Base Management Fees                              1,225,000    3.5%    4,070    15.07    1,261,000     3.5%     4,189    15.51
   Incentive Management Fees                           875,000    2.5%    2,907    10.76      901,000     2.5%     2,993    11.08
   Property Taxes                                    1,054,000    3.0%    3,502    12.96    1,085,000     3.0%     3,605    13.35
   Insurance                                           269,000    0.8%      894     3.31      277,000     0.8%       920     3.41
   Equipment Leases                                    113,000    0.3%      375     1.39      116,000     0.3%       385     1.43
                                                   -----------  -----   -------  -------  -----------  ------   --------  -------
      Total Fixed Charges                            3,536,000   10.1%   11,748    43.49    3,640,000    10.1%    12,093    44.77
                                                   -----------  -----   -------  -------  -----------  ------   --------  -------

Income Before Reserves                               8,431,000   24.1%   28,010   103.70    8,672,000    24.1%    28,811   106.67

Reserves for Replacements                            1,400,000    4.0%    4,651    17.22    1,442,000     4.0%     4,791    17.74
                                                   -----------  -----   -------  -------  -----------  ------   --------  -------

Net Operating Income (4)                           $ 7,031,000   20.1%  $23,359  $ 86.48  $7,230,000     20.1%  $24,020   $ 88.93
                                                   ===========  =====   =======  =======  ===========  ======   ========  =======
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Notes: (1) PAR - Per Available Room.
       (2) POR - Per Occupied Room.
       (3) Departmental expense ratios are based on the respective
           department's revenues, not total revenues. 
       (4) Net operating income before interest, amortization, depreciation, 
           and income taxes.

================================================================================
Source: PKF Consulting
================================================================================
<PAGE>

                         INCOME CAPITALIZATION APPROACH
================================================================================

J.    VALUATION USING DIRECT CAPITALIZATION

As previously discussed, we will first value the subject using a direct
capitalization analysis. Direct capitalization converts anticipated net income
to an indicated market value by use of an appropriate capitalization rate which
reflects the relationship of net income to selling price for comparable
properties being sold in the market. Direct capitalization for improved
properties uses an overall capitalization rate which provides a return on the
investment and a return of the asset. No element of time is introduced.

To estimate the value of the subject by direct capitalization, the projected net
operating income estimated for a future stabilized year is divided by an overall
capitalization rate (OAR).

      1.    Capitalization Rate

The capitalization rate is simply the ratio of the net income of a property to
the value or price which an investor would pay for the right to receive that net
income. Influences most affecting the price an investor would pay are quality,
quantity, and probable duration of the net income expectancy.

A capitalization or overall rate (OAR) can be selected by several methods. The
methods used in this analysis are: 1) Derivation through comparable sales as
presented in this report and as available in recent investor surveys; 2)
Derivation through the band of investment technique; and, 3) Derivation through
debt coverage formula. Each is discussed below.

Derivation through Comparable Sales - In this method, the OAR is developed by
dividing the net operating income of hotel sales by their cash equivalent sales
prices. As is discussed in detail in the Sales Comparison Approach section, six
comparable hotel sales have been identified, carefully analyzed and compared to
the subject for the purpose of obtaining an overall hotel capitalization rate.
The following table summarizes those properties.

===============================================================================
                   Summary of Indicated Overall Rates for Hotels
===============================================================================
     Sale                                     Sale       Indicated Overall
    Number                 Name               Date      Capitalization Rate
- -------------------------------------------------------------------------------
      1     Four Seasons / Philadelphia       1/97             9.02%
      2     Ritz-Carlton / Buckhead           9/96            11.21%
      3     Ritz-Carlton / Atlanta            9/96            10.56%
      4     Mayfair Baglioni / New York       5/96             7.62%
      5     Regent / Beverly Wilshire         2/96             6.00%
      6     Plaza Hotel / New York            8/95             7.71%
===============================================================================

================================================================================


                                      V-41
<PAGE>

                         INCOME CAPITALIZATION APPROACH
================================================================================

As can be noted, the indicated capitalization rates for these sales range from a
low of 6.0 percent to 11.21 percent. Excluding the low capitalization rate for
the Regent Beverly Wilshire Hotel, the average of the five remaining properties
is 9.22 percent. In addition, we have also researched several recent investment
surveys which collect data on current going-in capitalization rates for
full-service hotels. The results are summarized as follows.

    =======================================================================
                        Source                   Range          Average
    -----------------------------------------------------------------------
    PKF Consulting
    Hospitality Investment Survey            8.3% to 15.0%       10.9%
    Second Quarter 1997
    -----------------------------------------------------------------------
    Peter F. Korpacz & Associates, Inc.
    Real Estate Investor Survey              8.0% - 14.0%        10.2%
    Third Quarter 1997
    -----------------------------------------------------------------------
    Landauer Hospitality Group
    Hotel Investment Outlook                 7.5% to 13.0%       9.5%
    First Half 1997
    -----------------------------------------------------------------------
    Real Estate Research Corporation
    Real Estate Report                      10.0% to 12.0%       10.6%
    Third Quarter 1996
    =======================================================================
    
The indicated range of going-in capitalization rates from the preceding surveys
ranged between 7.5 and 15.0 percent, with an average of between 9.5 and 10.9
percent.

Taking into account the comparably recent age, excellent condition, and location
of the subject in the stable St. Louis Metropolitan area, we are of the opinion
that an OAR of 9.0 percent is appropriate to value the subject hotel. This
selection of capitalization rate fits within the range of the identified
comparable hotel sales, which represent other luxury hotels sold in major
metropolitan areas.

Overall Rate Using the Band of Investment Technique - A second approach to
deriving the overall capitalization rate is the band of investment technique.
Since, historically, most properties are purchased with debt and equity capital,
the overall capitalization rate must satisfy the market return requirements of
both investment positions. Lenders must receive an interest rate commensurate
with the perceived risk or they will not make funds available, and equity
investors must anticipate receiving a competitive equity return for the
commensurate risks or they will invest their funds elsewhere.

A simplified band of investment model focuses on four components: the mortgage
constant, the mortgage ratio, the equity dividend and the equity ratio. The
mortgage constant is the ratio of annual debt service to the principal amount of
the loan. The mortgage ratio is the percentage of the total purchase price
comprised of financing. The equity dividend is the ratio of cash flow after debt
service (pre-tax) to equity investment. It should be noted that the equity
dividend is not the same as the equity yield. The equity ratio is the percentage
of the total purchase price comprised of equity investment. The formula for
deriving the capitalization rate using this model is shown as follows:

================================================================================


                                      V-42
<PAGE>

                         INCOME CAPITALIZATION APPROACH
================================================================================

                        ====================================
                        Ro   =  (Rm x M)  +  (Re x (1 - M))
                        Ro      Overall Rate
                        Rm      Mortgage Constant
                        M       Loan to Value Ratio
                        Re      Equity Dividend
                        1-M     Equity Ratio
                        ====================================

We have surveyed a group of lenders to determine available financing terms for a
hotel investment such as the subject property. Capital markets have eased, and
financing is available for sufficiently creditworthy borrowers. Based on
discussions with these lenders, we have concluded that the terms for a quality,
full-service hotel such as the subject would be for financing based on a 70
percent loan to value with an interest rate at between 200 and 400 basis points
above corresponding term treasuries or LIBOR. The amortization period for these
loans is typically 25 years with a five to ten year term. Based on our knowledge
of the subject, we believe that a loan with an interest rate of 8.0 percent
could be obtained on the subject hotel. This equates to a mortgage constant
(assuming monthly payments) of 9.26 percent. To estimate an equity dividend
ratio, we interviewed a number of individuals who are currently active in the
acquisition of hotels, to determine their return requirements. These investors
indicate that they require a cash on cash return of between 7 and 12 percent on
their equity investments in a hotel.

Based upon our knowledge of the desirability of an asset such as the
Ritz-Carlton, St. Louis, it is our opinion that an equity dividend rate toward
the middle of the range is appropriate for the subject property. More
specifically, we are of the opinion that a 9.5 percent equity dividend rate
properly reflects the return requirements of investors who would leverage their
acquisition of the subject.

The calculation of the capitalization rate for the subject using this approach
is as follows:

         =============================================================
                   Ro = (.0926 x 0.70) + (0.095 x (1 - 0.70))
                            Ro = (0.0648) + (0.0285)
                                   Ro = 9.33%
         =============================================================

Capitalization Rate Using the Debt Coverage Formula - In addition to traditional
lending criteria, lenders sometimes use another criteria when making business
real estate loans, the debt coverage ratio. This is the ratio of net operating
income to annual debt service. Lenders are concerned with the safety of the loan
investment and consequently require a spread between the expected NOI and the
mortgage payment, so that the borrower will be able to meet debt service
obligations.

================================================================================


                                      V-43
<PAGE>

                         INCOME CAPITALIZATION APPROACH
================================================================================

To estimate the overall rate, the debt coverage ratio can be multiplied by the
mortgage constant and the loan to value ratio. The formula is as follows:

                          ================================
                          Ro     =    DCR x Rm  x M
                          Ro          Overall Rate
                          DCR         Debt Coverage Ratio
                          Rm          Mortgage Constant
                          M           Loan to Value Ratio
                          ================================

In the most recent edition of PKF Consulting's Hospitality Investment Survey,
the range of required debt coverage ratios was between 1.2 and 2.3 times net
operating income, with an average of 1.4. This range is supported by discussions
with various lenders.

After considering the above information, it is our opinion that a conventional
8.0 percent interest loan could be obtained at a debt coverage ratio of 1.4.
This results in the following indicated capitalization rate:

                ================================================
                            Ro = 1.4 x 0.0926 x 0.70
                                   Ro = 9.07%
                ================================================

Capitalization Rate Conclusion - The three techniques used to select a
capitalization rate provide varying indicators for the valuation of the subject
property. The conclusions reached using each approach are restated below.

           =========================================================
           Derivation from Comparable Sales               9.00%
           Derivation from Band of Investment             9.33%
           Derivation from Debt Coverage Formula          9.07%
           =========================================================

Of the three techniques, the greatest weight in the final selection of a
capitalization rate is placed on the comparable sales. The comparable sales
approach is useful because it directly reflects the actions of buyers and
sellers in the market based on a quantity of information from reliable sources.

The band of investment approach looks explicitly at the debt and equity
components of the transaction. However, the shortcoming of this technique is
that its focus is on the equity dividend and does not focus on total equity
yield over a typical holding period. In addition, in today's market, many
investors are acquiring properties on an all cash basis, with no leverage. The
debt coverage formula is a useful tool, but it should be noted that lenders'
debt service coverage ratios are highly variable.

================================================================================


                                      V-44
<PAGE>

                         INCOME CAPITALIZATION APPROACH
================================================================================

Based on the foregoing analysis, it is our opinion an overall capitalization
rate of 9.0 percent is appropriate for the subject property. This rate properly
reflects the return expectations for investors in this class of hotel given the
property's location, and its age, physical facilities, and market position.

      2.    Stabilized Value Calculation - Direct Capitalization

Based on our projection of net operating income for a stabilized year, and the
selected "going in" overall capitalization rate of 9.0 percent, the value of the
subject as stabilized is estimated to be as follows.

           ===========================================================
           Projected Stabilized Net Operating Income      $5,413,000
           Overall Capitalization Rate                          9.0%
           -----------------------------------------------------------
           Indication of Market Value                    $60,144,000
           -----------------------------------------------------------
           Value (Rounded)                               $60,100,000
           ===========================================================


Therefore, our conclusion as to the market value "as is" of the fee simple
estate interest in the Ritz-Carlton, St. Louis using the Direct Capitalization
Technique, as of October 1, 1997, is:

================================================================================
                   SIXTY MILLION ONE HUNDRED THOUSAND DOLLARS
================================================================================
                                   $60,100,000
================================================================================

================================================================================


                                      V-45
<PAGE>

                         INCOME CAPITALIZATION APPROACH
================================================================================

J.    DISCOUNTED CASH FLOW ANALYSIS

To estimate the value of the subject using a discounted cash flow analysis, it
is assumed that the property will be sold at the end of the tenth year of a
typical ten-year holding period. The value of the property at that time is
estimated by capitalizing the expected or anticipated net operating income of
the property in the eleventh year.

Based on an analysis using the Comparable Sales, Band of Investment and Debt
Coverage Ratio methods, it is our opinion that an overall fee simple
capitalization rate of 9.0 percent would be warranted for the Ritz-Carlton if
sold today. This rate would be adjusted to 9.5 percent, 50 basis points higher
than the current overall rate for the terminal rate upon reversion. The higher
terminal rate reflects the increased age of the improvements at the end of the
tenth year, as well as the added uncertainty of the projecting operating
performance of the subject ten years hence.

      1.    Net Proceeds Upon Sale (Reversion)

To estimate the reversionary value of the subject at the termination of the
holding period, we have capitalized the adjusted net operating income for the
property for the year of operation immediately following the sale (in this case,
the net operating income in fiscal year 2007/2008). To obtain the net proceeds
upon sale, we then deduct from this indicated value a charge for sales
commissions and other costs of sale of 2.0 percent.

We then calculate the reversionary value of the subject property as shown in the
following calculation.

          ===========================================================
           Estimated 11th Year Net Operating Income       $7,230,000
          -----------------------------------------------------------
           Reversionary Capitalization Rate                     9.5%
          -----------------------------------------------------------
           Reversionary Value                            $76,105,000
          ===========================================================

To estimate the net proceeds upon sale, it is necessary to deduct a sales
commission from the indicated value upon sale as calculated below:

                ===============================================
                Indicated Value in 2006/2007       $76,105,000
                Less:  Sales Commission at 2.0%    (1,522,000)
                -----------------------------------------------
                Net Proceeds Upon Sale             $74,583,000
                ===============================================

================================================================================


                                      V-46
<PAGE>

                         INCOME CAPITALIZATION APPROACH
================================================================================

      2.    Discount Rate

The discount rate reflects the overall rate of return expected by the investor,
weighing the relative riskiness of the investment in relation to other
investment vehicles and the perceived risk of each component in the operation of
the facility. In order to estimate an appropriate discount rate for the subject,
several investor surveys were reviewed that report both capitalization and
discount rates for hotel investments. The results are presented in the following
table.

<TABLE>
<CAPTION>
======================================================================================================================
                                     Capitalization and Discount Rate Results
======================================================================================================================
                                             Average Overall                   Average Overall
                                           Capitalization Rate                  Discount Rate        
- --------------------------------------------------------------------------------------------------------  Average
                                         Average           Range          Average            Range        Spread
- ----------------------------------------------------------------------------------------------------------------------
<S>                                       <C>          <C>                 <C>           <C>               <C> 
PKF Consulting
Hospitality Investment Survey             10.9%        8.3% - 15.0%        13.9%         11.3% - 18.0%     3.0%
Second Quarter 1997
- ----------------------------------------------------------------------------------------------------------------------
Peter F. Korpacz & Associates, Inc.
Real Estate Investor Survey               10.2%        8.0% - 14.0%        13.7%          9.0%-18.0%       3.5%
Third Quarter 1997
- ----------------------------------------------------------------------------------------------------------------------
Real Estate Research Corporation
Real Estate Report                        10.6%         10.0%-11.5%        13.2%          12.0%-15.0%      2.6%
Third Quarter 1996
- ----------------------------------------------------------------------------------------------------------------------
Landauer Hotel Group
Hotel Investor Outlook                    9.5%          7.5%-13.0%         13.0%          12.0%-16.0%      3.5%
First Half 1997
======================================================================================================================
</TABLE>

As can be noted, the discount rates for hotels based on these surveys ranged
between 9.0 and 18.0 percent, with an average of between 13.0 and 13.9 percent.
In addition, the "spread" between the going-in overall capitalization rates and
the discount rates ranged between 3.0 to 3.5 percent, which is consistent with
our overall growth rate assumption of 3.0 percent used for most income and
expense items. This spread would indicate an appropriate discount rate to value
the subject of between 12.0 and 12.5 percent, based on the 9.0 percent going-in
overall rate.

A second method commonly used to derive a discount rate for a property is to
utilize the formula Yo = Ro + CR, where:

                 ===============================================
                 Yo  =  Overall Yield or Discount Rate;
                 Ro  =  Overall Capitalization Rate (OAR); and
                 CR  =  Compound Rate of Change or Appreciation
                 ===============================================

================================================================================


                                      V-47
<PAGE>

                         INCOME CAPITALIZATION APPROACH
================================================================================

Based on the foregoing discussion of capitalization rates, we have already
concluded to an OAR of 9.0 percent for the subject. The compound rate of change
or appreciation (CR) can be calculated as that change between our current value
conclusion derived through direct capitalization ($60,100,000) and the
aforementioned estimated value of the hotel at the end of the ten year holding
period ($76,105,000). This results in a compound annual growth rate of 2.7
percent over the ten-year period. Adding this rate of appreciation to the
selected going in rate of 9.0 percent results in a discount rate of 11.7
percent.

Therefore, based on the foregoing analysis, we are of the opinion that a 12.0
percent discount rate is appropriate to value the subject property, 3.0
percentage points higher than the overall capitalization rate used herein, and
within the reported survey ranges.

      3.    Valuation Calculation - Discounted Cash Flow Analysis

To estimate the value of the subject considering the current operations of the
hotel and the projected performance of the facility through the holding period,
we have used a discounted cash flow analysis. Presented in the following table
is our cash flow estimated for the subject for the 10-year holding period, along
with the value of the reversion deriving a value estimate.

      =====================================================================
                             Ritz-Carlton, St. Louis
                          Discounted Cash Flow Analysis
      =====================================================================
                            Cash Flow From    Present Value  Present Value
                  Year         Operations        Factor         @ 12.0%
      ---------------------------------------------------------------------
                1997/1998      $5,816,000        0.8929        $5,192,857
                1998/1999      $6,006,000        0.7972        $4,787,946
                1999/2000      $6,192,000        0.7118        $4,407,343
                2000/2001      $6,150,000        0.6355        $3,908,436
                2001/2002      $6,322,000        0.5674        $3,587,273
                2002/2003      $6,485,000        0.5066        $3,285,503
                2003/2004      $6,470,000        0.4523        $2,926,699
                2004/2005      $6,617,000        0.4039        $2,672,495
                2005/2006      $6,827,000        0.3606        $2,461,885
                2006/2007      $7,031,000        0.3220        $2,263,794
      ---------------------------------------------------------------------
      Reversion               $74,583,000        0.3220       $24,013,730
      ---------------------------------------------------------------------
      Net Present Value                                       $59,507,962
      ---------------------------------------------------------------------
      Value, Rounded                                          $59,500,000
      =====================================================================
      Note: Present value figures may not foot due to rounding.
      =====================================================================

Thus, based on the income generated from the hotel operations and its value upon
sale, the market value "as is" of the fee simple estate in the subject hotel
based on a discounted cash flow analysis is $59,500,000.

================================================================================


                                      V-48
<PAGE>

                         INCOME CAPITALIZATION APPROACH
================================================================================

L.    INCOME CAPITALIZATION APPROACH VALUATION CONCLUSION

Our value conclusion under the Income Capitalization Approach was based on both
a direct capitalization and a discounted cash flow analysis. Both of these
valuation methods are supportive of each, and we have placed equal weight on
each analysis. Our conclusion as to the market value "as is" of the fee simple
interest of the subject using the Income Capitalization Approach, as of October
1, 1997 is:

================================================================================
                              SIXTY MILLION DOLLARS
================================================================================
                                   $60,000,000
================================================================================

================================================================================


                                      V-49
<PAGE>

                   RECONCILIATION AND FINAL ESTIMATE OF VALUE
================================================================================

A.    FINAL CONCLUSION OF MARKET VALUE "AS IS"

The reconciliation involves the correlation of the conclusions reached from the
valuation methodologies applied, considering the property type and the
requirements of the appraisal assignment. This process depends on the
appropriateness and reliability of each approach, and of the quality and
reliability of the data obtained. The results from the three approaches are as
follows:

              =====================================================
              Cost Approach                        Not Applicable
              -----------------------------------------------------
              Sales Comparison Approach             $60,000,000
              -----------------------------------------------------
              Income Capitalization Approach
                Direct Capitalization               $60,100,000
                Discounted Cash Flow Analysis       $59,500,000
              =====================================================

The Cost Approach estimates the value of the subject property based on the
principal of substitution whereby a buyer is not expected to pay more for the
property than it would cost to acquire a comparable site providing the same
utility and replace the building with one of modern materials and current
design, standards and layout.

The Cost Approach is most appropriate when the improvements are new or nearly
new, and represent the highest and best use of the land. The Cost Approach has
limited utility in the valuation of existing hotels. Generally, the Sales
Comparison and Income Capitalization Approaches are better indicators of the
value of a hotel property in the open market since they more accurately reflect
current market activity and the motives of buyers and sellers for investment
purposes. Accordingly, we have not utilized the Cost Approach in developing our
estimate of the value of the subject.

In the Sales Comparison Approach we compared six upscale hotels located in major
United States markets which have sold within the past two years. The selected
sales indicated a wide range in value, but lent support for our conclusion of
value as derived by the Income Capitalization Approach. As a result of the
foregoing, this approach was given secondary consideration in our analysis and
has been used primarily as a check on the reasonableness of value determined by
the Income Capitalization Approach.

The Income Capitalization Approach is undoubtedly the most commonly used method
to evaluate an income producing property such as a hotel. In this approach, we
have utilized two methods of analysis: the direct capitalization method and the
discounted cash flow method (yield capitalization). There was good market
support for both the projected cash flow of the subject as well as the
capitalization and yield rates used to convert our cash flow projections into a
value estimate. Both income methods resulted in comparable values, heightening
our confidence in this approach. Accordingly, the greatest reliance has been
placed by us on this approach.

================================================================================


                                      V-50
<PAGE>

                   RECONCILIATION AND FINAL ESTIMATE OF VALUE
================================================================================

Based on the facts, assumptions, and procedures outlined in this report, it is
estimated that the market value "as is" of the fee simple estate in the subject
property, as of October 1, 1997, is:

    =======================================================================
                              SIXTY MILLION DOLLARS
    =======================================================================
                                   $60,000,000
    =======================================================================

B.    PERSONAL PROPERTY ALLOCATION

Included in the above estimate of market value is the contributing value of the
personal property at the subject property, or the furnishings, fixtures and
equipment (FF&E). FF&E is generally considered to be a part of the hotel
property and is typically sold with the building. It is therefore considered to
be a part of the property's total value. Based on our review of the subject, we
have estimated the value of the FF&E as new to be approximately $25,000 per
room, or a total replacement cost of $7,525,000.

Physical deterioration (depreciation) must be deducted for the FF&E. The subject
opened in 1990 and has been maintained in excellent condition, including a
recently completed renovation. Based on our inspection of the hotel, we are of
the opinion that the property's FF&E, as is, has a useful life of eight years on
the average, and a current effective age of two years. This equates to a 25.0
percent depreciation factor, as summarized as follows.

        =================================================================
                             Ritz-Carlton, St. Louis
                       Furniture, Fixtures, and Equipment
                           Estimation of Current Value
        =================================================================
        Value of FF&E Per Room As New                            $25,000
        Number of Hotel Room Units                                   301
        -----------------------------------------------------------------
        Total Value of FF&E As New                            $7,525,000
        Physical Life                                            8 Years
        Average Effective Age                                    2 Years
        -----------------------------------------------------------------
        Percent Depreciated                                         25.0
        Percent Value Remaining                                     75.0
        -----------------------------------------------------------------
        Depreciated Value                                     $5,643,750
        (Rounded)                                             $5,600,000
        =================================================================
        Source: PKF Consulting
        =================================================================

The contributing value of the FF&E therefore is estimated to be the cost of the
FF&E less its accrued depreciation, or $5,600,000. It should be noted that a
larger-than-usual proportion of the fixtures and furnishings of the public areas
comprise antique items and paintings. The valuation of these items was beyond
the scope of this appraisal; however, we are of the opinion that our estimate
provides a reasonably accurate assessment of the current value of the FF&E of
the subject property.

================================================================================


                                      V-51
<PAGE>

                   RECONCILIATION AND FINAL ESTIMATE OF VALUE
================================================================================

C.    MARKETING AND EXPOSURE PERIODS

PKF Consulting's Second Quarter 1997 Hospitality Investment Survey, which
reports an average marketing period of 7.2 months for hotels, with 3 months up
to 24 months being a typical exposure periods. Based on this analysis, we are of
the opinion that a reasonable exposure period for the subject, at a price of
$60,000,000 would be six months or less. In other words, we believe that the
subject property would need to have been exposed on the open market over this
period of time in order for a consummated sale to have occurred on the date of
appraisal. We are also of the opinion that the marketing period for the subject
would be six months or less.

================================================================================


                                      V-52
<PAGE>

                                     ADDENDA
<PAGE>

                                     ADDENDA

A.    CERTIFICATION OF THE APPRAISERS

B.    STATEMENT OF ASSUMPTIONS AND LIMITING CONDITIONS

C.    LEGAL DESCRIPTION OF THE PROPERTY

D.    QUALIFICATIONS OF THE APPRAISERS

E.    COPY OF APPRAISERS' STATE OF CALIFORNIA CERTIFICATES

F.    PKF CONSULTING'S HOSPITALITY INVESTMENT SURVEY

G.    ENGAGMENT LETTER FOR THE APPRAISAL
<PAGE>

                                   ADDENDUM A
                         CERTIFICATION OF THE APPRAISERS
<PAGE>

                         CERTIFICATION OF THE APPRAISERS

I, Thomas E. Callahan, CPA, CRE, MAI, and Kenneth Kuchman certify that, to the
best of our knowledge and belief:

o     The statements of fact contained in this report are true and correct.

o     The reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions, and are our personal,
      unbiased professional analyses, opinions, and conclusions.

o     We have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved.

o     Our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of a subsequent event.

o     Our analyses, opinions, and conclusions were developed, and this report
      has been prepared, in conformity with the Uniform Standards of
      Professional Appraisal Practice.

o     Kenneth Kuchman has made a personal inspection of the property that is the
      subject of this report.

o     No one provided significant professional assistance to the persons signing
      this report.

o     This appraisal engagement was not based on a requested minimum valuation,
      specific valuation or the approval of a loan.

o     The reported analyses, opinions and conclusions were developed, and this
      report has been prepared, in conformity with the requirements of the Code
      of Professional Ethics and the Standards of Professional Appraisal
      Practice of the Appraisal Institute.

o     The use of this report is subject to the requirements of the Appraisal
      Institute relating to review by its duly authorized representatives.

o     We are Certified General Real Estate Appraisers in the State of California
      and Kenneth Kuchman is registered as a general real estate appraiser in
      the State of Missouri for the purpose of this appraisal.

o     As of the date of this report, Thomas E. Callahan, CPA, CRE, MAI, has
      completed the requirements of the continuing education program of the
      Appraisal Institute.
<PAGE>

Based on the work undertaken and our experience as real estate analysts and
appraisers, we are of the opinion that the prospective market value "as is" of
the fee simple estate in the Ritz-Carlton Hotel, St. Louis, Missouri, as of
October 1, 1997, is:

   =========================================================================
                              SIXTY MILLION DOLLARS
   =========================================================================
                                   $60,000,000
   =========================================================================

Of this above amount, $5,600,000 is allocated to the depreciated value of the
furniture, fixtures, and equipment of the hotel.


Respectfully submitted,


/s/ Thomas E. Callahan
- ---------------------------------
Thomas E. Callahan, CPA, CRE, MAI
Executive Vice President


/s/ Kenneth Kuchman
- -------------------------------
Kenneth Kuchman
Vice President
<PAGE>

                                   ADDENDUM B

                STATEMENT OF ASSUMPTIONS AND LIMITING CONDITIONS
<PAGE>

                STATEMENT OF ASSUMPTIONS AND LIMITING CONDITIONS

Date of Value - The conclusions and opinions expressed in this report apply to
the date of value set forth in the letter of transmittal accompanying this
report. The dollar amount of any value opinion or conclusion rendered or
expressed in this report is based upon the purchasing power of the American
dollar existing in the date of value.

Economic and Social Trends - The appraiser assumes no responsibility for
economic, physical or demographic factors which may affect or alter the opinions
in this report if said economic, physical or demographic factors were not
present as of the date of the letter of transmittal accompanying this report.
The appraiser is not obligated to predict future political, economic or social
trends.

Information Furnished by Others - In preparing the report, the appraiser was
required to rely on information furnished by other individuals or found in
previously existing records and/or documents. Unless otherwise indicated, such
information is presumed to be reliable. However, no warranty, either express or
implied, is given by the appraiser for the accuracy of such information and the
appraiser assumes no responsibility for information relied upon later found to
have been inaccurate. The appraiser reserves the right to make such adjustments
to the analyses, opinions and conclusions set forth in this report as may be
required by consideration of additional data or more reliable data that may
become available.

Title - No opinion as to the title of the subject property is rendered. Data
related to ownership and legal description was obtained from the attached title
report records and is considered reliable. Title is assumed to be marketable and
free and clear of all liens, encumbrances, easements and restrictions except
those specifically discussed in the report. The property is appraised assuming
it to be under responsible ownership and competent management, and available for
its highest and best use.

Hidden Conditions - The appraiser assumes no responsibility for hidden or
unapparent conditions of the property, subsoil, ground water or structures that
render the subject property more or less valuable. No responsibility is assumed
for arranging for engineering, geologic or environmental studies that may be
required to discover such hidden or unapparent conditions.

Hazardous Materials - The appraiser has not been provided any information
regarding the presence of any material or substance on or in any portion of the
subject property or improvements thereon, which material or substance possesses
or may possess toxic, hazardous and/or other harmful and/or dangerous
characteristics. Unless otherwise stated in the report, the appraiser did not
become aware of the presence of any such material or substance during the
appraiser's inspection of the subject property. However, the appraiser is not
qualified to investigate or test for the presence of such materials or
substances. The presence of such materials or substances may adversely affect
the value of the subject property. The value estimated in this report is
predicted on the assumption that no such material or substance is present on or
in the subject property or in such proximity thereto that it would cause a loss
in value. The appraiser assumes no responsibility for the presence of any such
substance or material on or in the subject property, nor for any expertise or
engineering knowledge required to discover the presence of such substance or
material. Unless otherwise stated, this report assumes the subject property is
in compliance with all federal, state and local environmental laws, regulations
and rules.

Zoning and Land Use - Unless otherwise stated, the subject property is appraised
assuming it to be in full compliance with all applicable zoning and land use
regulations and restrictions.

Licenses and Permits - Unless otherwise stated, the property is appraised
assuming that all required licenses, permits, certificates, consents or other
legislative and/or administrative authority from any local, state or national
government or private entity or organization have been or can be obtained or
renewed for any use on which the value estimate contained in this report is
based.
<PAGE>

                STATEMENT OF ASSUMPTIONS AND LIMITING CONDITIONS
                                   (Continued)

Engineering Survey - No engineering survey has been made by the appraiser.
Except as specifically stated, data relative to size and area of the subject
property was taken from sources considered reliable and no encroachment of the
subject property is considered to exist.

Subsurface Rights - No opinion is expressed as to the value of subsurface oil,
gas or mineral rights or whether the property is subject to surface entry for
the exploration or removal of such materials, except as is expressly stated.

Maps, Plats and Exhibits - Maps, plats and exhibits included in this report are
for illustration only to serve as an aid in visualizing matters discussed within
the report. They should not be considered as surveys or relied upon for any
other purpose, nor should they be removed from, reproduced or used apart from
the report.

Legal Matters - No opinion is intended to be expressed for matters which require
legal expertise or specialized investigation or knowledge beyond that
customarily employed by real estate appraisers.

Allocation Between Land and Improvements - The distribution, if any, of the
total valuation in this report between land and improvements applies only under
the stated program of utilization. The separate allocations for land and
improvements must not be used in conjunction with any other appraisal and are
invalid if so used.

Right of Publication - Possession of this report, or a copy of it, does not
carry with it the right of publication. Without the written consent of the
appraiser, this report may not be used for any purpose by any person other than
the party to whom it is addressed. In any event, this report may be used only
with properly written qualification and only in its entirety for its stated
purpose.

Testimony in Court - Testimony or attendance in court or at any other hearing is
not required by reason of rendering this appraisal, unless such arrangements are
made a reasonable time in advance of said hearing. Further, unless otherwise
indicated, separate arrangements shall be made concerning compensation for the
appraiser's time to prepare for and attend any such hearing.

Structural Deficiencies - The appraiser has personally inspected the subject
property, and except as noted in this report, finds no obvious evidence of
structural deficiencies in any improvements located on the subject property.
However, the appraiser assumes no responsibility for hidden defects or
non-conformity with specific governmental requirements, such as fire, building
and safety, earthquake or occupancy codes, unless inspections by qualified
independent professionals or governmental agencies were provided to the
appraiser. Further, the appraiser is not a licensed engineer or architect and
assumes no responsibility for structural deficiencies not apparent to the
appraiser at the time of this inspection.

Termite/Pest Infestation - No termite or pest infestation report was made
available to the appraiser. It is assumed that there is no significant termite
or pest damage or infestation, unless otherwise stated.

Income Data Provided by Third Party - Income and expense data related to the
property being appraised was provided by the client and is assumed, but not
warranted, to be accurate.

Asbestos - The appraiser is not aware of the existence of asbestos in any
improvements on the subject property. However, the appraiser is not trained to
discover the presence of asbestos and assumes no responsibility should asbestos
be found in or at the subject property. For the purposes of this report, the
appraiser assumes the subject property is free of asbestos and that the subject
property meets all federal, state and local laws regarding asbestos abatement.
<PAGE>

                STATEMENT OF ASSUMPTIONS AND LIMITING CONDITIONS
                                   (Continued)

Archeological Significance - No investigation has been made by the appraiser and
no information has been provided to the appraiser regarding potential
archeological significance of the subject property or any portion thereof. This
report assumes no portion of the subject property has archeological
significance.

Compliance with the Americans with Disabilities Act - The Americans with
Disabilities Act ("ADA") became effective January 26, 1992. We have not made a
specific compliance survey and analysis of this property to determine whether or
not it is in conformity with the various detailed requirements of the ADA. It is
possible that a compliance survey of the property, together with a detailed
analysis of the requirements of the ADA could reveal that the property is not in
compliance with one or more of the requirements of the Act. If so, this fact
could have a negative effect upon the value of the property. Since we have no
direct evidence relating to this issue, we did not consider possible
non-compliance with the requirements of ADA in estimating the value of the
property.

Definitions and Assumptions - The definitions and assumptions upon which our
analyses, opinions and conclusions are based are set forth in appropriate
sections of this report and are to be part of these general assumptions as if
included here in their entirety.

Utilization of the Land and/or Improvements - It is assumed that the utilization
of the land and/or improvements is within the boundaries or property described
herein and that there is no encroachment or trespass.

Encroachments - It is assumed that the utilization of the land and/or
improvements is within the boundaries or property described herein and that
there is no encroachment or trespass.

Dissemination of Material - Use and disclosure of the contents of this report is
governed by the bylaws and regulations of the Appraisal Institute. Neither all
or any part of the contents of this report (especially the conclusions as to
value, the identity of the appraiser or the firm with which they are connected,
or any reference to the Appraisal Institute or to the MAI or RM designations)
shall be disseminated to the general public through advertising or sales media,
public relations media, new media or other public means of communication without
the prior written consent and approval of the appraiser(s).

Distribution and Liability to Third Parties - The party of whom this appraisal
report was prepared may distribute copies of this appraisal report only in its
entirety to such third parties as may be selected by the party for whom this
appraisal report was prepared; however, portions of this appraisal report shall
not be given to third parties without our written consent. Liability to third
parties will not be accepted.

Use in Offering Materials - This appraisal report, including all cash flow
forecasts, market surveys and related data, conclusions, exhibits and supporting
documentation may not be reproduced or references made to the report or to PKF
Consulting in any sale offering, prospectus, public or private placement
memorandum, proxy statement or other document ("Offering Material") in
connection with a merger, liquidation or other corporate transaction unless PKF
Consulting has approved in writing the text of any such reference or
reproduction prior to the distribution and filing thereof.

Limits to Liability - PKF Consulting cannot be held liable in any cause of
action resulting in litigation for any dollar amount which exceeds the total
fees collected from this individual engagement.

Legal Expenses - Any legal expenses incurred in defending or representing
ourselves concerning this assignment will be the responsibility of the client.
<PAGE>

                                   ADDENDUM C

                        LEGAL DESCRIPTION OF THE PROPERTY
<PAGE>

                                   EXHIBIT "A"

A tract of land in Township 45 North, Range 6 East, St. Louis County, Missouri;
and being part of Hanley's Resubdivision of Blocks 6, 7, 8, 9, and 20 of
Hanley's Addition to Clayton as per Plat Book 7, Page 62 of the St. Louis County
Records and part of Block 12 of Northmoor Park Addition as per Plat Book 14,
Pages 84 and 85 of the St. Louis County Records; and being more particularly
described as follows:

Beginning at the point of intersection of the Northwesterly line of Forest Park
Parkway (variable width) as established by plat recorded in Book 8012, Page 627
of the St. Louis County Records with the Northeast line of South Carondelet Ave.
(variable width) as established by plat recorded in Book 239, Page 42 of the St.
Louis County Records and known now as Carondelet Plaza; thence Northwesterly and
Northeasterly along the Northeasterly and Southeasterly lines of said Carondelet
Plaza as follows: 1st around a curve to the right that has a radius of 90.00
feet (radial bearing at this point being North 11(degree) 48' 14" East) and an
arc length of 53.02 feet to a point; 2nd North 44(degree) 30' 00" West, 117.98
feet to the beginning of a curve to the right that has a radius of 40.00 feet;
3rd around said curve for an arc length of 43.88 feet to the beginning of a
curve to the left that has a radius of 91.50 feet; 4th around said curve for an
arc length of 49.23 feet to the beginning of a curve to the right that has a
radius of 50.00 feet; 5th around said curve for an arc length of 68.48 feet to a
point; 6th North 66(degree) 00' 00" East, 171.79 feet to a point; 7th South
24(degree) 00' 00" East, 6.00 feet to a point; 8th North 66(degree) 00' 00"
East, 238.64 feet to a point; thence South 24(degree) 00' 00" East, 283.82 feet
to a point in the Northwesterly line of Forest Park Parkway; thence
Southwesterly, along the Northwesterly line of Forest Park Parkway, as follows:
1st South 66(degree) 52' 38" West, 365.13 feet to the beginning of a curve to
the right that has a radius of 80.78 feet; 2nd around said curve for an arc
length of 3.50 feet to a point; 3rd North 25(degree) 45' 43". West, 6.95 feet to
a point; 4th South 80(degree) 01' 57" West, 46.45 feet to a point; 5th South
09(degree) 58' 04" East, 10.88 feet to the point of beginning and containing
2.993 acres of land.
<PAGE>

                                   ADDENDUM D

                        QUALIFICATIONS OF THE APPRAISERS
<PAGE>

                                QUALIFICATIONS OF
                        THOMAS E. CALLAHAN, CPA, CRE, MAI
                            EXECUTIVE VICE PRESIDENT


PROFESSIONAL HISTORY

           Present            Executive Vice President, PKF Consulting
                              San Francisco, California

           Prior              Pannell Kerr Forster, Boston and Los Angeles
                                         Partner-in-Charge
                              Pannell Kerr Forster, Dallas and Houston
                                          Partner

AREAS OF EXPERTISE            Economic, financial, operational, management and
                              valuation consulting for the real estate,
                              hospitality and related service industries.

REPRESENTATIVE
PROJECTS                      Numerous market and economic feasibility studies
                              for hotels, motor hotels, and resorts in the
                              United States, Europe, the Pacific, and Southeast
                              Asia.

                              Acquisition studies and development planning for
                              numerous hotels and motor hotels.

                              Appraisal of the market value of all types of
                              income producing properties including: hotels,
                              restaurants, ski resorts, office buildings, golf
                              courses, mixed-use and retail developments.

                              Market and economic feasibility studies for
                              retirement and long-term health care facilities
                              located in Texas and California.

                              Preparation of master plan studies for the
                              development of multi-use real estate projects in
                              the Republic of China, Singapore, and the United
                              States. These studies include highest and best use
                              analyses for the proposed site, market and
                              financial feasibility analyses, economic
                              valuations and development of the management
                              structure for project implementation.

                              Development of reorganization plans and expert
                              testimony in court for bankruptcy proceedings
                              associated with all types of hotels and resorts.
<PAGE>

QUALIFICATIONS OF
THOMAS E. CALLAHAN, CPA, CRE, MAI

REPRESENTATIVE
PROJECTS                      Evaluation of the organization structure,
                              financial controls and management information
                              systems of the Armed Forces Recreation Center
                              located in the Federal Republic of Germany.

                              Operational reviews, financial analyses,
                              management evaluations and systems analyses for
                              hotels, resorts, restaurants, and clubs.

                              Valuation of large, complex real estate and
                              business holdings, including the Aspen Skiing
                              Company, Aspen Colorado; Angel Fire Ski Company,
                              Angel Fire, New Mexico; and the Embarcadero
                              Center, San Francisco, California.

                              Preparation of cash flow and return on investment
                              calculations for proposed, operating and
                              distressed hotels, resorts, restaurants, and
                              clubs.

                              Appraisal of the market value of large real estate
                              portfolios, including all Trusthouse Forte, Inc.
                              hotel properties; all company owned Hilton Hotels;
                              all Vagabond Inns; all Western 6 Motels; and all
                              of the holdings of Hotel Investors Trust.

                              Operational analysis, financial review and
                              long-range development for hotels and resorts.

                              Market and economic feasibility study for a
                              proposed major international class hotel to be
                              located in Bandar Seri Begawan, Brunei.

                              Long-range budgeting, economic feasibility and
                              economic impact analysis for the Industry Hills
                              Civic Recreation Center located in the City of
                              Industry, California.

                              Market and economic feasibility analysis for
                              numerous convention and exhibit centers including
                              the Los Angeles Convention Center and the Taipei
                              World Trade Center.

                              Development of the organizational structure and
                              job descriptions and requirements for a multi-use
                              facility, which includes a hotel, convention
                              center and numerous recreational facilities.
<PAGE>

QUALIFICATIONS OF
THOMAS E. CALLAHAN, CPA, CRE, MAI

REPRESENTATIVE
PROJECTS
(Continued)                   Development of procedural manuals for the
                              operation of major hotels.

                              Accounting system, internal control procedures and
                              management information system design and
                              implementation for hotel, club, and restaurant
                              operations.

EDUCATION         WASHINGTON STATE UNIVERSITY
                  Bachelor of Arts in Business Administration

                  APPRAISAL INSTITUTE
                  Completed All Courses Required for Membership

PROFESSIONAL
QUALIFICATIONS    Certified Public Accountant in Massachusetts, California
                  and Texas
                  Certified General Real Estate Appraiser - State of California

PROFESSIONAL
AFFILIATIONS      Member of the Appraisal Institute (MAI)
                  American Society of Real Estate Counselors (CRE)
                  International Society of Hospitality Consultants (ISHC)
                  American Institute of Certified Public Accountants
                  California Society of Certified Public Accountants
                  Texas Society of Certified Public Accountants
                  Massachusetts Society of Certified Public Accountants
                  American Hotel & Motel Association - Research Committee
                  American Institute of Certified Public Accountants - MAS
                  Executive Committee Member

PROFESSIONAL
ACTIVITIES        Guest speaker at various industry seminars

EXPERT
TESTIMONY         Admitted as an expert in both State and Federal courts located
                  in Massachusetts, Illinois, California, Texas and New Mexico
<PAGE>

                                QUALIFICATIONS OF
                                 KENNETH KUCHMAN
                                 VICE PRESIDENT

PROFESSIONAL HISTORY
           Present            PKF CONSULTING - San Francisco
                              Vice President

           Prior              BDO SEIDMAN - San Francisco
                              Senior Consultant

                              LAVENTHOL & HORWATH - San Francisco
                              Consultant

                              THE MANDARIN ORIENTAL HOTEL GROUP
                              Hong Kong and San Francisco
                              Various Management Positions

AREAS OF EXPERTISE            Operational planning and evaluation of hospitality
                              industry activities. Extensive experience in the
                              pre-opening and on-going operations of hotels,
                              motels, resorts, and conference centers.

                              Preparation of market feasibility studies for
                              hotels and related facilities including estimated
                              financial income statements.

                              Preparation of full narrative appraisals of
                              lodging properties and related facilities focusing
                              on valuation of projected operating income. Skills
                              encompass fee simple, leasehold, and leased fee
                              estate interest valuation.

                              Litigation support analysis involving the
                              performance of hotel management services.

MAJOR PROJECTS                Comprehensive operational review of the lodging
                              and food service operating establishments located
                              within Yosemite National Park.

                              Operational review of lodging, dining, recreation
                              and sports facilities at nine United States Air
                              Force bases.

                              Market feasibility studies for over 15 proposed
                              hospitality industry projects including golf
                              courses and standard and extended-stay hotels to
                              be constructed in Northern California and in
                              Nevada.
<PAGE>

QUALIFICATIONS OF
KENNETH KUCHMAN
PAGE TWO

MAJOR PROJECTS
(CONTINUED)                   Appraisals and operational analysis of two casino
                              hotels and a 500 room resort-style hotel located
                              in Las Vegas, Nevada.

                              Appraisals of over 20 full-service hotels and
                              major resorts located throughout the mainland
                              United States, Hawaii, and Bermuda. Appraisals of
                              numerous economy lodging facilities, comprising 53
                              to 175 rooms, and adjacent leased restaurants, in
                              California and in the Southwest.

                              Litigation support services relating to the
                              termination of hotel management contracts by the
                              owning partnerships of several full-service hotels
                              located in California and Hawaii.

EDUCATION                     CLAREMONT GRADUATE SCHOOL
                              THE PETER F. DRUCKER
                              GRADUATE MANAGEMENT CENTER
                              Master of Business Administration

                              CORNELL UNIVERSITY
                              SCHOOL OF HOTEL ADMINISTRATION
                              Bachelor of Science, Hotel Administration

PROFESSIONAL
  ACTIVITIES                  Certified General Real Estate Appraiser
                              State of California, Certificate #AG022842

                              State Accredited Affiliate of the Appraisal
                              Institute

                              MAI Candidate, Appraisal Institute, Candidate
                              #M950161

                              President, Cornell Society of Hotelmen,
                              Northern California Chapter
<PAGE>

                                   ADDENDUM E

             COPY OF APPRAISERS' STATE OF CALIFORNIA CERTIFICATIONS
<PAGE>

                              STATE OF CALIFORNIA
================================================================================

SEAL                                                                        COPY

                    Business, Transportation & Housing Agency

                        OFFICE OF REAL ESTATE APPRAISERS

                          REAL ESTATE APPRAISER LICENSE

                 OREA APPRAISER IDENTIFICATION NUMBER  AG 009618
                                                       ---------

                               THOMAS E. CALLAHAN

has successfully met the requirements for a license as a general real estate
appraiser in the State of California and is, therefore, entitled to use the
title "Certified General Real Estate Appraiser".

This license has been issued in accordance with the provisions of the Real
Estate Appraisers' Licensing and Certification Law.


                                                OFFICE OF REAL ESTATE APPRAISERS


                                                /s/ [ILLEGIBLE]
                                                --------------------------------

                                  Date Issued:  April 19, 1997

Audit No. 20662                  Date Expired:  April 18, 2001

================================================================================
                THE BACK OF THIS DOCUMENT CONTAINS AN ARTIFICIAL
                      WATERMARK - HOLD AT AN ANGLE TO VIEW
<PAGE>

================================================================================
                                                                            COPY
                               STATE OF CALIFORNIA

                              GOVERNOR PETE WILSON

                        OFFICE OF REAL ESTATE APPRAISERS

                        REAL ESTATE APPRAISER CERTIFICATE

                OREA APPRAISER IDENTIFICATION NUMBER  AG 022842
                                                      ---------

KENNETH KUCHMAN, has successfully met the minimum requirements for certification
as a general real estate appraiser In the State of California and is therefore
entitled to use the title "Certified General Real Estate Appraiser".

This license is valid until April 15, 1999 and has been issued in accordance
with the provisions of the Real Estate Appraisers' Licensing and Certification
Law.

                               OFFICE OF REAL ESTATE APPRAISERS

                               BY: /s/ [ILLEGIBLE]
                                   ----------------------------

                               DATE: June 24, 1994
================================================================================
<PAGE>

                                   ADDENDUM F

                 PKF CONSULTING'S HOSPITALITY INVESTMENT SURVEY
<PAGE>

                          HOSPITALITY INVESTMENT SURVEY
                                                                      ----------
                                                                          PKF
                                                                      CONSULTING
                                                                      ----------

A PERIODIC PROFESSIONAL PUBLICATION  VOLUME TEN, ISSUE ONE  SECOND QUARTER 1997 
                                                                             $75

                  Optimism Continues to Drive Hotel Investment
- --------------------------------------------------------------------------------

The optimistic attitude driving hotel investment continued in 1996 and is
expected to remain through 1997. Investors are purchasing hotels at continually
rising prices, still confident of continuing upside potential in the
marketplace. It is estimated that the average price paid for a hotel in 1997
will approximate 91.3 of replacement cost in 1997. This contrasts to the 47.4
percent mark recorded in 1991, at the depth of the nation's economic and lodging
recession.

Projected growth in operating profits continues to attract investors to spend
their money on lodging. Despite the first signs of overdevelopment and
projections of declining occupancy in several markets, a healthy economy and
improvements in operating efficiency lead most analysts and investors to believe
that hotel profitability should continue to improve through the year 2000. The
1997 edition of PKF Consulting's Hospitality Investment Survey found that hotel
investors are projecting revenues to grow annually at 3.9 percent, while expense
growth will be limited to 3.4 percent. The end result is a projected annual
growth rate of 7.3 percent for hotel net operating incomes.

So Many People Can't Be Wrong

Further indication of the interest in hotel investment is the response to this
year's Hospitality investment Survey (HIS). The 1997 edition of HIS reports the
average investment criteria used by 141 companies involved in over 1,500 hotel
related transactions in 1996. This is by far the largest interest we have seen
in hotel investment since our first survey in 1984. It should also be noted that
82.3 percent of our survey respondents plan to purchase and/or sell one or more
hotels in 1997, further indication that the amount of investment dollars flowing
into the hospitality industry has yet to subside.

Few Changes In Investment Criteria

Hotel investors' outlook on values and return on investment have changed little
since the optimistic attitudes adopted in 1994. Capitalization rates continue to
hover around the 11 percent mark, while the desired return on investment dropped
slightly to 14.1 percent. With hotel investors fairly sure that their future
return on investment can be derived from improved profitability, they are
willing to pay higher prices and accept less of a percentage return in exchange
for less perceived risk.

Among the different property types, investors appear to be most bullish
regarding the future prospects for resort properties. Due to the scarcity of
resort properties for sale, combined with the positive future projections of
market performance for this segment, transactions involving resorts showed the
lowest capitalization rate (10.4 percent) and internal rate of return (13.4
percent). At the other end of the spectrum, limited-service hotels are being
purchased at the highest rate of capitalization (11.7 percent) and desired rate
of return (14.7 percent). In several markets, the relative cost of construction
and market support favors building a new limited-service hotel as opposed to
purchasing an existing property.

Traditional Lenders Return

Responding to the increase in hotel investment activity, traditional sources of
financing have re-entered the hotel lending arena to get

Continued on page 2

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

                                    Table 1

Investment Criteria       1996    1995    1994    1992    1990    1988    1986 
- --------------------------------------------------------------------------------

Overall Cap Rate         11.10%  11.04%  11.20%  11.90%  10.20%  11.10%  10.90%

Discount Rate            14.10%  14.57%  14.70%  16.00%  15.00%  14.60%  13.80%

Holding Period (Years)    6.70    6.27    7.10    8.40    9.60    8.80    9.30

Debt Coverage Ratio       1.40    1.38    1.40    1.60    1.30    1.30    1.30

Income Growth Rate        4.00%   3.89%   3.90%   3.80%   4.80%   4.40%   4.00%

Expense Growth Rate       3.30%   3.44%   3.70%   3.60%   4.70%   4.30%   4.30%

Interest Rate             9.10%   9.59%   9.90%   8.90%  11.50%  11.60%  10.10%

Loan To Value Ratio      69.70%  69.12%  68.00%  67.40%  69.00%  73.60%  72.50%

Source: PKF Consulting

- --------------------------------------------------------------------------------
<PAGE>

                HOSPITALITY INVESTMENT SURVEY -- PKF CONSULTING
- --------------------------------------------------------------------------------

Continued from front page

a piece of the action. Sixty-eight percent of HIS respondents reported that
their bank contributed in some part to the financing of their hotel deals in
1996, up from 58 percent in 1995 and 31 percent in 1994. Other sources, such as
investment banks, SBA loans, mortgage funds, conduits, and private equity were
identified as the second most prominent source of financing. This increase in
the availability of financing sources has lessened the need for seller
financing, which declined from 24 percent in 1995 to 16 percent in 1996.

The financing criteria required by lenders also changed little from 1995 to
1996. Debt coverage ratio stayed constant at 1.4, while the loan-to-value ratio
continues to range from 68 to 70 percent for all product types. Indicative of
the increased competition among lenders to become involved in hotel
transactions, the average interest rate for a hotel loan dropped slightly from
9.6 percent in 1995 to 9.1 percent in 1996.

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

                 Table 2
     PROFILE OF TRANSACTIONS SURVEYED

Location              Number      Percent
Northeast               227        14.7%
Southeast               298        19.2%
Midwest                 298        19.2%
Northwest                83         5.3%
Southwest               253        16.3%
West                    272        17.6%
Caribbean                12         0.8%
Mexico                    2         0.2%
Other                   104         6.7%
- ----------------------------------------
   Total              1,549       100.0%

Type of Transaction
Non-R.E.O.               83         5.4%
R.E.O.                1,466        94.6%
- ----------------------------------------
                      1,549       100.0%

Respondent Involvement
Purchased               351        22.7%
Sold                    341        22.0%
Put Under Contract      349        22.5%
Financed                508        32.8%
- ----------------------------------------
                      1,549       100.0%

        Source: PKF Consulting

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

                    ----------------------------------------
                                  TRENDS VALUE
                          1996 Constant Dollars Indexed

                              [Line graph omitted]

                    Source: PKF Consulting
                    ----------------------------------------

Show Me The Current Money

Somewhat contrary to the expectations of future profit growth are the valuation
techniques investors use to help determine the purchase price. As in our 1996
study, a direct capitalization of the property's net income is thought to be the
best method to determine the value of a hotel. However, the technique of
determining value by discounting the projected future cash flows of the property
dropped from the second most preferred practice to the fourth. In addition, our
study indicates that a direct capitalization of the existing year's cash flow
has been used more often than capitalizing the cash flow projected for the
following year.

Existing year data is often thought to be a base from which to determine a
minimum value for a property in the rising market. By preferring to capitalize
existing year data, despite predictions of rising profits, today's buyer might
just be responding to the fact that 1995 and 1996 were years of record profit
performance in the hotel industry. In other words, 1995 and 1996 performance
levels are more predictive of future stabilized performance than existing year
performance levels were during the depths of the recession.

Time To Analyze Your Investment Options

In an effort to see how this favorable financial outlook impacts the investment
community, we have analyzed valuation information from our various databases.
Using data from PKF Consulting's Trends In The Hotel Industry and Hospitality
Investment Survey, we have calculated a "Trends Value" for the typical hotel
participating in our surveys. The Trends Value, calculated on a per available
room basis, takes into account such factors as the prevailing operating profits,
capital reserve requirements, and capitalization rates for each of the years
under study. This calculation was made for full-service, limited-service, and
resort hotels. It is important to note that this Trends Value does not reflect
the actual sales prices for properties bought or sold in any given year.

Driven by the expected growth in profits, it is projected that by 1997, the
Trends Value (in 1996 constant dollars) of the "typical" hotel will have
improved nearly 75 percent from the depths of the early 1990s recession. The
value improvement of limited-service hotels occurred earlier in the recovery
process, but is expected to taper off somewhat in the future, as market condi-


                                       2
<PAGE>

                HOSPITALITY INVESTMENT SURVEY -- PKF CONSULTING
- --------------------------------------------------------------------------------

tions temper the profit performance of this segment. On the other hand,
full-service hotels took a little longer to recover their value, yet show the
greatest potential for value improvement in the future. Resort hotels, driven by
the combination of lower capitalization rates and relative lagging improvement
in profitability, have shown the least resiliency in value recovery.

Why Sell Now?

With hotel profits on the rise, why would hotel owners consider selling their
property at this time? Market experience and projections say that selling now
would cut an owner short of enjoying up to four years (depending upon where the
property is located) of rising profits and the corresponding rise in the value
of the hotel.

Obviously, the proper time to sell any individual hotel is dependent upon issues
unique to that particular asset. Local market conditions, the physical condition
of the property, and the financial motivations of the owner are just some of the
factors which need to be analyzed before one can properly judge whether or not
it is time to sell. However, when you look at the overall state of the current
U.S. hotel industry, more than a few compelling reasons can be made for the
consideration of selling your hotel now. The following paragraphs summarize some
of the reasons why selling your hotel in 1997 might be a prudent move.

- --------------------------------------------------------------------------------
                              COMPARATIVE ANALYSIS
                       Value Per Room vs Replacement Cost

                              [Bar graph omitted]

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

- --------------------------------------------------------------------------------
                                     Table 3
                          CLASSIFICATON OF CONTRIBUTORS

Contributor                      Number        Percent
Owner/Operator                     55           39.0%
Other (Broker/RE Advisor)          24           17.0%
Management Company                 22           15.6%
Hotel Chain                        15           10.6%
Private Investor                   13            9.2%
Developer                           6            4.3%
Life Insurance                      3            2.1%
Pension Funds                       2            1.4%
Commercial Bank                     1            0.7%
- -----------------------------------------------------
 Total                            141          100.0%

Who Provides Financing?
Bank                                            42.9%
Other Source**                                  22.3%
Insurance Company                               15.2%
Seller                                           9.8%
Pension Fund                                     6.7%
Saving & Loan                                    3.1%

Notes:  * =  Many respondents noted multiple sources.
       ** =  Other sources included investment banks, SBA Loans, mortgage funds,
             conduits, and private equity.

                             Source: PKF Consulting
- --------------------------------------------------------------------------------

Deal From A Position Of Strength

There are several conditions in place now that give the seller leverage over the
buyer in the negotiation process. First of all, hotels are a desired asset.
Given all the news of improved market and financial performance, hotels are one
of the most sought-after forms of real estate for investors. This is most
evident on Wall Street, where hospitality related REITs, investment funds, and
C-Corporations all need to put their funds to use and are fighting each other to
find investment opportunities. Given the recent fluctuations Wall Street, hotel
owners should closely monitor the Dow Jones Index. Any large drops in the Dow
could forewarn a lessening of hotel acquisition activity, thus indicating a need
to sell your property.

Leaving Some Crumbs

Professionals realize that successful transactions are the result of balanced
negotiations and a "meeting of the minds." While a hotel owner desires to
maximize the price paid for his hotel, the buyer comes to the table looking for
a price that leaves room for asset appreciation. As mentioned earlier, the hotel
industry is expected to experience continued growth in profitability for the
next few years. This leaves credible prospects for future return on investment
for a potential hotel investor. If hotel owners wait until hotel profitability
has peaked out, nothing will be left on the table for potential buyers.

Continued on page 4


                                       3
<PAGE>

                HOSPITALITY INVESTMENT SURVEY -- PKF CONSULTING

Continued from page 3

More Builders Than Buyers

Another effect of improving profitability within the hotel industry is that,
eventually, it will cost just as much to buy a hotel as it will to build one.
Again, comparing the average Trends Value of the typical hotel in our survey and
the cost to construct a similar property, we find that the gap is narrowing. On
average, the typical hotel in our study was valued at 47.7 percent of its
replacement cost in 1991. This ratio is projected to grow to 91.3 percent by
year-end 1997.

With the value of the average hotel nearing its replacement costs, the time is
approaching when hotel investors will find themselves better off building a new
property than investing in an existing one. This narrowing of the gap between
purchase price and replacement cost negatively impacts the potential hotel
seller in two ways. First, it further shrinks the field of hotel purchasers,
many of whom will transform themselves into developers. Secondly, the new hotels
that will be built could have a negative impact on the future market performance
of the existing hotel, thus lowering its attractiveness.

Altering Your Investment Strategy

Prudent investors enter a transaction having already developed a proper exit
strategy. We believe now is a good time to start reviewing your disposition
strategy. What were your goals when you purchased your hotel, and have they been
met? Measured in stated-year dollars, Trends Values are double what they were in
1990, and almost 50 percent greater than 1994. These rates of return should meet
the return requirements of most investors.

Exiting hotel ownership does not necessarily mean that you can't continue to
ride the anticipated rise in hotel performance. For example, many sellers will
take the proceeds from the sale of their hotel properties and purchase shares of
a REIT, a publicly-traded hotel company, or an Investment Fund. Such action
makes the "ex" owner's real estate investment more liquid, while allowing him to
benefit from any future rise in hotel profitability and values.

- --------------------------------------------------------------------------------
                                     Table 4
                               INVESTMENT CRITERIA

Capitalization Rates        Average       High         Low  
Full-Service                 10.9%        15.0%        8.3% 
Limited-Service              11.7%        16.0%        9.0% 
Resort                       10.4%        13.5%        5.0% 
- ------------------------------------------------------------
 All Properties              11.1%                     
                                                  
Internal Rate of Return/
 Discount Rate
Full-Service                 13.9%        18.0%       11.3%
Limited-Service              14.7%        19.0%       12.4%
Resort                       13.4%        16.5%       10.0%
- ------------------------------------------------------------
 All Properties              14.1%

Equity Yield
Full-Service                 18.4%        25.0%       11.5%
Limited-Service              18.7%        30.0%       10.5%
Resort                       17.8%        25.0%        9.0%
- ------------------------------------------------------------
 All Properties              18.4%

Cash on Cash
Full-Service                 14.4%        25.0%        8.0%
Limited-Service              16.2%        25.0%        8.0%
Resort                       14.5%        25.0%        8.0%
- ------------------------------------------------------------
 All Properties              15.2%

Holding Period (Years)
Full-Service                  7.1         30.0         3.0
Limited-Service               6.0         10.0         2.5
Resort                        7.0         10.0         3.0
- ------------------------------------------------------------
 All Properties               6.7

Room Revenue Multiplier
Full-Service                  2.5          3.5         2.0
Limited-Service               2.8          4.0         2.0
Resort                        2.6          3.0         2.2
- ------------------------------------------------------------
 All Properties               2.7

Total Revenue Multiplier
Full-Service                  2.1          2.5         1.7
Limited-Service               3.1          4.0         2.5
Resort                        2.5          2.5         2.5
- ------------------------------------------------------------
 All Properties               2.5

Marketing Period (Months)
Full-Service                  7.7         24.0         3.5
Limited-Service               6.4         12.0         3.0
Resort                        7.7         12.0         5.0
- ------------------------------------------------------------
 All Properties               7.2

                             Source: PKF Consulting
- --------------------------------------------------------------------------------

How To Exit Gracefully

For hotel sellers, the use of a professional transaction advisor who can
properly represent your hotel is a must in today's marketplace. It is important
to make sure your transaction advisor is both credible and qualified to make the
case to a prospective buyer that an upside still exists for the hotel asset.
Selling a hotel in today's hotel market environment demands more than pretty
pictures and multiple listings. It requires an experienced and knowledgeable
transaction advisor who can relate to the investment strategies of potential
purchasers, while at the same time representing the best interests of the
seller.

Why Buy Now?

If the current hospitality cycle appears to be reaching its peak, why should
someone consider investing in the hotel industry at this time? The following
paragraphs summarize some of the reasons why investing in a hotel might be a
prudent move in 1997.

Upscale Plus Urban Equals Opportunity

Despite high occupancies and double-digit growth in room rates, the financial
feasibility of constructing a new full-service hotel in an urban market is slim.
Lack of available land, high labor costs, and hefty municipal charges often push
the development budget beyond breakeven. Given these economics, plus the fact
that a new full-service


                                       4
<PAGE>

                    HOSPITALITY INVESTMENT -- PKF CONSULTING

- --------------------------------------------------------------------------------
                                     Table 5
                                 MORTGAGE TERMS

Loan to Value Ratio          Average       High        Low
Full-Service                 69.1%        92.5%       45.0%
Limited-Service              71.0%        92.5%       55.0%
Resort                       68.7%        85.0%       55.0%
- -----------------------------------------------------------
 All Properties              69.8%

Interest Rates
Full-Service                  9.0%        11.0%        3.3%
Limited-Service               9.0%        11.0%        3.3%
Resort                        9.3%        11.3%        8.3%
- -----------------------------------------------------------
 All Properties               9.1%

Amortization Period (Years)
Full-Service                 22.2         30.0        12.0
Limited-Service              21.6         30.0        10.0
Resort                       22.0         30.0        15.0
- -----------------------------------------------------------
 All Properties              21.9

Loan Term (Years)
Full-Service                  8.3         22.5         0.0
Limited-Service               8.3         22.5         3.0
Resort                        7.6         15.0         5.0
- -----------------------------------------------------------
 All Properties               8.2

Debt Coverage Ratio
Full-Service                  1.4          2.3         1.2
Limited-Service               1.4          1.7         1.2
Resort                        1.4          2.0         1.2
- -----------------------------------------------------------
 All Properties               1.4

                             Source: PKF Consulting
- --------------------------------------------------------------------------------

urban project would take at least three years to open, it is pretty safe to
assume that there will be few new competitors entering the upscale urban markets
through the year 2000. If an investor can find an urban hotel for sale (or
potentially an alternative-use building adaptable for conversion) he can be
relatively assured of an extremely favorable market and profitable operating
conditions for the next few years.

Disciplined Lenders

Aggressive and undisciplined Saving and Loans contributed to the overdevelopment
that occurred in the 1980s. ln today's lending circles, it is difficult to find
traditional institutions or lending sources that have not implemented strict
lending criteria for all real estate loans. While the lending community has had
its share of cyclical lapses in discipline, the current conservative bent
appears to be fairly well entrenched, thus putting a cap on the availability of
funds for new development. As it has been the case since 1990, the lack of
available financing will limit the amount of new hotel construction activity,
thus preserving the current mature period in the cycle and lessening the depth
of the next recession.

Few False Incentives

Another factor contributing to the funding of hotel projects in the 1980s were
tax laws that provided developers with artificial incentives to build. In
general, tax benefits helped the financial feasibility of projects that were not
market-justified. The result was a glut of hotels that improved the immediate
cash flows of the investors, while not serving any market need. Today's tax code
provides little relief or loopholes for investors looking for deductible losses
and tax shelters. In other words, the direct financial feasibility of the
project must provide the return on investment. This is one more factor adding to
the prospect for future stability in the market.

Some Bargains Still Exist

While the overall purchase price for all hotels is projected to exceed 90
percent of replacement cost, some properties in select markets are still selling
below 75 percent of replacement cost. These properties tend to be full-service,
or may have a large amount of deferred maintenance or market obsolescence
attached to them. Nonetheless, for the hotel investor who has the resources to
turn a property around, a well located property currently in distress may be a
candidate for refurbishment and may well enjoy favorable market conditions for
the foreseeable future.

                    -------------------------------------
                                   Table 6
                        VALUATION TECHNIQUE PREFERENCE
                    
                     Technique                      Rank*
                    
                     Direct Capitilization           2.1
                    
                     Other
                    
                     Cash on Cash                    2.4
                    
                     Discount Cash Flow
                    
                     Equity Yield                    3.0
                    
                     Percentage of Replacement       4.1
                    
                     Multiple of Room Revenue        5.0
                    
                     Multiple of Gross Revenue       5.7
                    
                     Note:*  1 = Most Important 
                             8 = Least Important
                    
                          Source: PKF Consulting
                    -------------------------------------

Representation

For some hotel companies, the need to have representation in specific markets or
to gain critical mass when building a

Continued on back page

- --------------------------------------------------------------------------------
                                     Table 7
                              CASH FLOW PROJECTIONS

Growth Rates                               Annual Growth Rate
Revenues                                                 4.0% 
Expenses                                                 3.3% 
Net Operating Income                                     7.3% 
                                                    
Reserve for Replacement Method                      
                                                      Average    
Percent of Gross Revenue                                3.97%  
Percent of F.F. &E.                                     7.58%

                             Source: PKF Consulting
- --------------------------------------------------------------------------------


                                       5
<PAGE>

                HOSPITALITY INVESTMENT SURVEY -- PKF CONSULTING
- --------------------------------------------------------------------------------

Continued from page 5

chain, forces them to purchase or construct properties even though the economics
may not be favorable. This is especially true for international chains needing
properties in gateway cities and for all-suite chains looktng to convert a
limited amount of all-suite hotel inventory.

Be Careful Out There, It's Diverse

Overall, PKF Consulting shares the optimism shown by most hotel investors.
However, we do recognize that each transaction needs to be evaluated on its own
merits. Today's operating and investment markets vary greatly from product type
to product type, and region to region. To give a blanket endorsement to all
hotel investment opportunities is absurd. The decision to buy, sell, build,
lend, or invest is complex. It is driven by objective criteria like market
support, physical condition of the property, and land availability, as well as
subjective criteria like relative risk, desired returns, and
development/management objectives. A potential hotel investor shouldn't be drawn
into the industry simply to ride an overall wave of enthusiasm. On the other
hand, a prudent investor would be wise to continue to search the hotel landscape
and take advantage of those great deals and opportunities that remain.

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

Recent Publications Available from PKF Consulting 

1996 Annual Trends in the Hotel Industry -- USA. 

1997 Annual Trends in the Hotel Industry -- USA.
     (Available Autumn 1997.)

Quarterly Trends in the Hotel Industry.

Monthly Trends in the Hotel Industry.
     (Available for each of more than 50 U.S. cities and regions.)

1996 Annual Trends in the Hotel Industry -- Asia/Pacific Edition.

Annual Hospitality Investment Survey.

The Conference Center Industry: A Statistical and Financial Profile --
     North America 1996.
     (1996 edition available now. 1997 edition available in July.)

1996 Biennial Bed-and-Breakfast/Country Inns Industry Study.
     (Available July 1997 through the Professional Association of 
     Innkeepers International 805/569-1853.)

Hotel Development Handbook.
     (Available through the Urban Land Institute 202/624-7000.)

1996 Human Resources Survey: Study of Diversity, Recruitment, and 
Reward Systems for Employees in the U.S. Hotel Industry. 

Annual Trends in the Hotel Industry -- Canadian Edition.
     (Contact 416/360-5000.)

For Hotel Industry Trends information for Europe, the U.K., Africa,
and the Middle East, contact Pannell Kerr Forster Associates in
London at 0171-831-7393.

For further information and prices, contact the PKF Consulting Research
Department at (415) 421-5378.

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

================================================================================
WANT TO TAKE PART IN OUR NEXT INVESTMENT SURVEY?

New participants in Hospitality Investment Survey are always welcome. If you are
a hotel investor, lender, or otherwise involved in the transaction end of the
industry, please contact us. We'll send you a survey form. All survey data is
kept strictly confidential. Inquiries may be directed to any PKF Consulting
office or to the editor. And all participants get their copy free of charge.
================================================================================

     For PKF Consulting Real Estate Services in your region, please contact:

New York              Philadelphia              Houston                
John A. Fox           Lawrence E. Henry, MAI    John A. Keeling        
(212) 867-8000        (215) 563-5300            Florida T. Booth, MAI  
                                                (713) 621-5252         
Los Angeles           Atlanta                                          
Jeffry Lugosi, MAI    Mark Woodwortli                                  
(213) 680-0900        (404) 842-1150                                   
                                             
Boston                San Francisco                   
Thomas A. Ellsworth   Thomas E. Callahan, CRE, MAI    
(508)768-7000         Kiyoshi Sekine                  
                      Dan Lem                         
Washington, DC        Doris Tan                       
Walter C. Williams    (415) 421-5378                  
(703) 684-5589

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

Hospitality Investment Survey is compiled and produced by PKF Consulting.
Readers are advised that PKF Consulting does not represent the data contained
herein to be definitive. Neither should the contents of this publication be
construed as a recommendation on policies or actions. Quotations or
reproduction, in whole or in part, are permitted with credit to PKF Consulting.
Please address inquiries to the Editor, Hospitality Investment Survey, 425
California Street, Suite 1650, San Francisco, CA 94104. Phone: (415) 421-5378.
Price $75.00.
                                                                      ----------
                                                                         PKF
                                                                      CONSULTING
                                                                      ----------
- --------------------------------------------------------------------------------
<PAGE>

                                   ADDENDUM G

                       ENGAGEMENT LETTER FOR THE APPRAISAL
<PAGE>

                         [Letterhead of PKF Consulting]

Sent via Federal Express

September 26, 1997

Mr. Timothy S. Koltermann
Assistant Vice President
Merrill Lynch Mortgage Capital, Inc.
World Financial Center
North Tower
New York, NY 10281-1326

Re:   Hotel Appraisals

Dear Mr. Koltermann:

Pursuant to your request, we are pleased to submit this proposal to perform an
appraisal of the market value of the fee simple estate in the following hotels:

      o  Four Seasons Biltmore - Santa Barbara, California
      o  Four Seasons Hotel Austin, Texas
      o  Ritz-Carlton Hotel - St. Louis, Missouri

SCOPE OF THE ASSIGNMENT

As we understand it, you are evaluating the refinancing of the above referenced
hotels. Accordingly, this appraisal will be used for loan underwriting and asset
evaluation purposes.

The scope of our work program will include an analysis of each property, the
nature of the markets in which the properties operate, an analysis of the market
position of the hotels, and an estimate of the market value of the fee simple
estate in each facility. The property is to be appraised "as is"; however, we
will alert you if we uncover areas in which we believe a change may be indicated
in the operation of the facilities. Unless otherwise instructed, the date of our
valuation will be the date on which we last inspect the property.
<PAGE>

Mr. Timothy S. Koltermann             -2-                     September 26, 1997
================================================================================

PKF CONSULTING

As a point of background, we would like to provide you with a brief overview of
our firm. PKF Consulting is a real estate consulting and appraisal firm with
offices in nine major U.S. cities as well as Hong Kong. As a member of the
Pannell Kerr Forster International Association, we have an additional 250
offices in 75 countries.

The professional staff of PKF Consulting consists of approximately 100
consultants and appraisers, including designated Members of the Appraisal
Institute (MAI), the American Society of Real Estate Counselors (CRE), and the
International Society of Hospitality Consultants (ISHC). In addition, many of
our professional staff are certified general real estate appraisers in the
states in which we actively perform work.

Since its inception, PKF Consulting has placed a special emphasis on serving the
hospitality and real estate industries. This work includes market analyses and
feasibility studies in virtually every major domestic market, providing the firm
with an unsurpassed body of knowledge regarding past and present market
performance. Since 1983, we have also provided market value appraisals for all
types of commercial real estate, with a primary focus on hotels, motels,
resorts, and golf courses. Additionally, we own a data base on U.S. hotel
operating results that extends back to 1935.

Presently, real estate appraisal services represent a significant portion of the
professional services we perform. Our primary clients are financial
institutions, the majority of which require that their appraisals comply with
the requirements of FIRREA.

PKF Consulting serves our United States and international clients from a base of
offices in nine core cities: Boston, New York, Philadelphia, Washington, D.C.,
Atlanta, Los Angeles, Houston, Hong Kong, and San Francisco, our headquarters.

In addition to our long standing expertise in the hotel industry, we would bring
to you in this engagement substantial familiarity with the `North Coast" hotel
market. Within the past twelve months, we have evaluated several hotels within
Sonoma, Humbolt, and Mendocino Counties.

In order to give you an understanding of the depth of our experience, attached
for your review is a partial listing of hotels, resorts and other types of
properties our offices has appraised during the past several years. We have also
attached the qualifications of key individuals who will likely be involved in
the appraisals.

Given the historical role of PKF Consulting in the hospitality industry and our
experience in the local market, we are of the opinion that there is no other
firm that can provide the services available through us.
<PAGE>

Mr. Timothy S. Koltermann             -3-                     September 26, 1997
================================================================================

FORMAT OF THE APPRAISAL

Our appraisal report for each property will be prepared in accordance with and
subject to the Code of Ethics and Standards of Professional Practice of the
Appraisal Institute, the Uniform Standards of Professional Appraisal Practice
(USPAP) as established by the Appraisal Foundation, FIRREA regulations, and the
current regulatory guidelines.

Specifically, this reports will include discussions of the following:

      o  Identification of the real property and property rights appraised
      o  Purpose and use of the appraisal
      o  Assumptions and limiting conditions of the appraisal
      o  Area demographic and economic characteristics
      o  Subject property's physical characteristics and operating history
      o  Local real estate taxes and assessment procedures
      o  Highest and best use of the property
      o  Existing and future supply and demand estimates
      o  Projected market performance of the hotel
      o  Estimated annual operating results for the hotel
      o  Cost Approach, if applicable
      o  Sales Comparison Approach
      o  Income Capitalization Approach
      o  Reconciliation and final estimate of value
      o  Certification of value

To insure that the report meets our quality standards, the report will be
reviewed by a Senior Vice President in the firm and our staff MAI. Either the
Senior Vice President or the MAI, or both, will inspect the subject and all of
the comparable facilities and the hotel sales used in the report.

PROFESSIONAL FEES

Based on our understanding of the scope of this engagement, our professional fee
for all three appraisals will be $36,000, plus out-of-pocket expenses, not to
exceed $4,500.

Services beyond those described in the scope of the appraisal, such as changes
in the requirements of the client, are provided at our hourly billing rates, as
described below.
<PAGE>

Mr. Timothy S. Koltermann             -4-                     September 26, 1997
================================================================================

            =======================================================
                                                         Hourly
                   Staff Level                        Billing Rates
            -------------------------------------------------------
            Senior and Executive Vice Presidents       $250 - $300
            Vice President                              175 - 225
            Associate                                   125 - 175
            Consultant                                   85 - 125
            =======================================================

As is typical in assignments of this nature, we require a retainer of 50 percent
of the fees, or $18,000, in order to start the engagement. The remainder of our
professional fees plus expenses will be billed to you at the completion of the
engagement. This invoice is due and payable upon receipt.

ANTICIPATED DELIVERY DATE

We understand you will require the values to be communicated by October 13th,
the appraisals completed by October 20th, and we are prepared to meet this time
table. We will attempt to have the reports completed by October 17th. Five
original copies of each of the final reports will be provided.

LIMITATIONS OF THE APPRAISAL

The report is subject to the attached Statement Assumptions and Limiting
Conditions.

REQUIRED DOCUMENTS AND INFORMATION

In order to proceed with this assignment, the following documents and
information are required for each hotel.

      1.    Architectural, engineering, grading and landscaping plans as pertain
            to the facility.

      2.    Site plan and/or plat showing building and amenity locations.

      3.    Floor area breakdown (square foot allocation) of various components
            of the improvements.

      4.    Name of appropriate on-site contacts (general manager, controller,
            chief engineer).

      5.    Complete budget for current year with budget notes and details.

      6.    Copy of real estate tax bill for previous two years and current year
            tax bill.
<PAGE>

Mr. Timothy S. Koltermann             -5-                     September 26, 1997
================================================================================

      7.    Historical operating statements for the past three years, including
            year-to-date 1997 -- operating results.

      8.    Insurance premium costs. Provide coverage amount/limits and
            insurance premiums for current operating year.

      9.    Loan abstracts (details) of existing mortgages, and/or secondary
            financing. If new financing is to be secured, please provide
            details.

      10.   Copies of the ground lease, with all amendments, and any other
            leases (i.e., gift shop, parking garage, equipment, etc.) affecting
            property operations.

      11.   Copies of any licensing (franchise) and management agreements.

      12.   Copy of existing title policy.

      13.   Copies of any previous appraisal report(s) and market studies.

      14.   Information on any pending or past (within three years) transactions
            associated with the property, as well as details on the pending sale
            of the property.

      15.   Current marketing plans.
<PAGE>

Mr. Timothy S. Koltermann             -6-                     September 26, 1997
================================================================================

                             APPROVAL AND ACCEPTANCE

If this letter correctly states the nature of the work to be undertaken and the
arrangements are satisfactory, please sign the enclosed copy of this letter and
return it to us, together with our requested retainer, as our authorization to
commence the assignment.

We appreciate the opportunity to submit this proposal and we look forward to
working with you on this very interesting assignment.

                                   Sincerely,

                                   PKF Consulting


                                   /s/ A. Corey Limbach
                                   ----------------------------
                                   A. Corey Limbach
                                   Vice President

APPROVED AND ACCEPTED:

By: /s/ [ILLEGIBLE]
    ----------------------

Title: Director

Date: 9/29/97



                                APPRAISAL OF THE
                               FOUR SEASONS HOTEL
                            98 SAN JACINTO BOULEVARD
                                  AUSTIN, TEXAS

                                  PREPARED FOR:
                      MERRILL LYNCH MORTGAGE CAPITAL, INC.
                             WORLD FINANCIAL CENTER
                                   NORTH TOWER
                               NEW YORK, NEW YORK

                          EFFECTIVE DATE OF VALUATION:
                                 OCTOBER 1, 1997

                                 DATE OF REPORT:
                                OCTOBER 17, 1997

                                                                          [LOGO]
<PAGE>

                         [LETTERHEAD OF PKF CONSULTING]

October 17, 1997

Mr. Timothy S. Koltermann
Assistant Vice President
Merrill Lynch Mortgage Capital, Inc.
World Financial Center, North Tower
New York, New York 10281-1326

Re:  Appraisal of the Four Seasons Hotel, Austin, Travis County, Texas

Dear Mr. Koltermann:

At your request, we have completed an appraisal of the referenced property. The
purpose of this appraisal report is to estimate the "As Is" market value of the
going concern of the subject as defined in the Engagement letter dated September
26, 1997. The report will be used for loan underwriting and asset evaluation
purposes. The legal interest appraised is fee simple subject to management
agreements and equipment leases. The date as of which the value estimate shall
apply is October 1, 1997 (As Is), the current date of our market research.

A complete description of the site and improvements, together with the sources
of information and the bases of our estimates, is stated in the accompanying
sections of this report. This appraisal report conforms to the requirements of
the Code of Professional Ethics and Standards of Professional Appraisal Practice
of the Appraisal Institute, the Uniform Standards of Professional Appraisal
Practice (USPAP) established by the Appraisal Foundation, Title XI of the
Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA),
the Office of the Controller of the Currency as delineated by ruling 12 U.S.C.
93a, and the requirements of Merrill Lynch Mortgage Capital, Inc. The Departure
Provision of the USPAP has not been applied. The report is subject to the
Certification and Statement of Assumptions and Limiting Conditions presented in
the Addenda.

Based upon the work undertaken and our experience as real estate analysts and
appraisers, we are of the opinion that the market value of the fee simple estate
for the subject property in its "As Is" condition, as of October 1, 1997,
subject to the attached Assumptions and Limiting Conditions is:

                       Four Seasons Hotel - Austin, Texas
                   SIXTY MILLION TWO HUNDRED THOUSAND DOLLARS
                                   $60,200,000
 Of this value, $5,600,000 is allocated to the value of the furniture, fixtures
                          and equipment of the hotel.
<PAGE>

Mr. Timothy S. Koltermann
October 17, 1997
Page 2

The accompanying prospective financial analyses are based on estimates and
assumptions developed in connection with the appraisal. However, some
assumptions inevitably will not materialize, and unanticipated events and
circumstances may occur; therefore, actual results achieved during the period
covered by our prospective financial analyses will vary from our estimates.

This value includes the contribution of real property and furniture, fixtures
and equipment; and is inclusive of the going-concern and business value as
defined herein. Further, we have not been engaged to evaluate the effectiveness
of management, and we are not responsible for future marketing efforts and other
management actions upon which actual results will depend. The estimates provided
herein are based upon competent management.

This report, the final estimates of value and the prospective financial analysis
are intended solely for your information and assistance for the function stated
previously, and should not be relied upon for any other purpose. Neither our
report nor any of its contents nor any reference to the appraisers or our firm,
may be included or quoted in any document, offering circular or registration
statement, prospectus, sales brochure, other appraisal, loan or other agreement
without PKF Consulting's prior written approval of the form and context in which
it will appear.

Respectfully submitted,

PKF Consulting


/s/ John M. Keeling                               /s/ Florida T. Booth
John M. Keeling                                   Florida T. Booth, MAI
Senior Vice President                             Vice President
                                                  State Certified TX - 1325611-G
                                                  General Real Estate Appraiser
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

I - INTRODUCTION

Summary of Important Facts and Conclusions
Property Identification......................................................I-1
Purpose and Function of the Appraisal........................................I-1
Legal Interest Appraised.....................................................I-1
Effective Date of Valuation..................................................I-1
Definition of Value..........................................................I-1
History of the Subject Property..............................................I-2
Scope of the Appraisal.......................................................I-3
Competency Provision of USPAP................................................I-4
Significant Issues...........................................................I-5

II - MARKET  ANALYSIS

Area Overview...............................................................II-1
Neighborhood Review.........................................................II-9
Site Description............................................................II-9
Description of Improvements................................................II-10
Taxes AND Assessments......................................................II-11
Hotel Market Analysis - Supply.............................................II-12
Hotel Market Analysis - Demand.............................................II-17
Historic Market Performance................................................II-17
Future Demand..............................................................II-21
Projected Future Market Performance of the Subject.........................II-22
Market Analysis Summary....................................................II-26

III - HIGHEST  AND  BEST  USE

Highest and Best Use.......................................................III-1
Highest and Best Use as if Vacant..........................................III-1
Highest and Best Use "As Improved".........................................III-2

IV - VALUATION

Valuation Methodology.......................................................IV-1
Income Approach.............................................................IV-3
Income and Expense Projections..............................................IV-8
Overall Capitalization Rate Analysis.......................................IV-20
Discounted Cash Flow Analysis..............................................IV-28
Sales Comparison Approach..................................................IV-34
Reconciliation and Final Estimate of Value.................................IV-52
Marketing Period...........................................................IV-54
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

                                     ADDENDA

            A.    STATEMENT OF ASSUMPTIONS AND LIMITING CONDITIONS

            B.    CERTIFICATION OF APPRAISER

            C.    SUBJECT PROPERTY SITE PLAN, LEGAL DESCRIPTION AND PHOTOGRAPHS

            D.    PHOTOGRAPHS OF COMPETITIVE SUPPLY AND COMPARABLE SALES

            E.    MERRILL LYNCH MORTGAGE CAPITAL, INC. 
                  ENGAGEMENT LETTER

            F.    QUALIFICATIONS OF APPRAISERS
<PAGE>

                                    SECTION I

                                  INTRODUCTION

                                                                          [LOGO]
<PAGE>

================================================================================
                   SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS
================================================================================
Subject Property                     Four Seasons Hotel
                                     98 San Jacinto Boulevard
                                     Austin, Travis County, Texas
- --------------------------------------------------------------------------------
Owner                                Maritz, Wolff & Company
- --------------------------------------------------------------------------------
Effective Date of Value              October 1, 1997
- --------------------------------------------------------------------------------
Property Rights Appraised            Fee Simple Interest, subject to management 
                                     agreement and equipment leases
- --------------------------------------------------------------------------------
                              Highest and Best Use
- --------------------------------------------------------------------------------
Highest and Best Use
    As if Vacant                     Hotel
    As Improved                      Hotel
- --------------------------------------------------------------------------------
                          Proposed Property Description
- --------------------------------------------------------------------------------
    Year Opened                      1986
    Number of Rooms                  291
    Parking Spaces                   350
    Number of Floors                 9
    Amenities                        Restaurants, lounge, health club, sauna,
                                     meeting space, gift shop, retail space,
                                     outdoor pool, laundry/valet services,
                                     cable TV, coffee makers, hair dryers and
                                     ironing boards in rooms
- --------------------------------------------------------------------------------
    Site Area (Gross)                3.922 acres, or 170,842 square feet
    Zoning                           CBD (Central Business District), DMU
                                     (Downtown Mixed Use) & P (Public - Austin
                                     Greenbelt)

    Flood Zone                       Zone "AE", Community Panel #48453C0165E,
                                     revised 6/16/93
- --------------------------------------------------------------------------------
                              Valuation Conclusion
- --------------------------------------------------------------------------------
Cost Approach                        Not applicable
- --------------------------------------------------------------------------------
Sales Comparison Approach            $ 61,600,000
- --------------------------------------------------------------------------------
Income Capitalization Approach
    Stabilized Occupancy             77%
    Average Daily Room Rate          $170.00 (stabilized, uninflated dollars)
    Operating Income After Reserve   $5,392,000 (stabilized, uninflated dollars)
    Ro                               9.0%
    Indicated Value
        Discounted Cash Flow         $ 60,200,000
        Direct Capitalization        $ 60,000,000
- --------------------------------------------------------------------------------
Final Estimate of Value (As Is)      $ 60,200,000
- --------------------------------------------------------------------------------
Marketing Period                     6 to 12 months
================================================================================
<PAGE>

INTRODUCTION                                                                 I-1
- --------------------------------------------------------------------------------

PROPERTY IDENTIFICATION

The subject property consists of an approximately 247,000-square foot,
nine-story hotel. The improvements were originally constructed in 1986 with 292
keys. In 1996, three rooms were converted into suites with parlors. Management
shows 291 rooms to sell on their operating statements.

The site parcel containing the improvements is legally described as follows:
Tract 1: Lot 2, "SAN JACINTO CENTER," a subdivision in Travis County, Texas,
according to the map or plan thereof, recorded in book 89, Page 21, Plat
Records, Travis County, Texas. Tract II: All Easements Estates benefitting Tract
I and the Owner of Tract I as created in that certain Unified Development
Declaration for SAN JACINTO CENTER TOWN LAKE dated March 29, 1990, recorded in
Volume 11157, Page 19, Real Property Records, Travis County, Texas, recorded
September 26, 1991, in Volume 11530, Page 463, Real Property Records, Travis
County, Texas. A copy of the legal which was provided to us by the hotel, is
included in the Addenda. We have not verified its accuracy, and assume no
liability thereof. In addition, the hotel purchased Lot 4 from within the above
tract, and currently utilizes it for parking.

PURPOSE AND FUNCTION OF THE APPRAISAL

The purpose of this appraisal report is to estimate the "As Is" market value of
the subject as of the date specified. The report will be used as support in
determining the value of the underlying collateral for refinancing purposes.

The legal interest appraised is fee simple subject to existing management
agreements and equipment leases. The date as of which the value estimate shall
apply is October 1, 1997 (As Is), the current date of our market research. The
purpose of this appraisal assignment is to estimate the market value of the fee
simple interest in the subject property as of the date specified. The function
of this report is to be used in connection with asset valuation purposes.

LEGAL INTEREST APPRAISED

The legal interest appraised is the fee simple subject to management agreements
and equipment leases. The title is assumed to be clear and marketable.

Fee Simple Estate: Absolute ownership unencumbered by any interest or estate,
subject only to the limitation imposed by the governmental powers of taxation,
eminent domain, police power and escheat.(1)

EFFECTIVE DATE OF VALUATION

The subject site was physically inspected on October 1, 1997 by Florida T.
Booth, MAI. The appraisal is based upon market conditions observed as of October
1, 1997, the current date of our market research.

- ----------

      (1) The Dictionary of Real Estate Appraisal, Third Edition, Appraisal
Institute, 1993, p.140.
<PAGE>

INTRODUCTION                                                                 I-2
- --------------------------------------------------------------------------------

DEFINITION OF VALUE

For the purpose of this report, market value is defined as follows:

      The most probable price which a property should bring in a competitive and
      open market under all conditions requisite to a fair sale, the buyer and
      seller each acting prudently and knowledgeably, and assuming the price is
      not affected by undue stimulus. Implicit in this definition is the
      consummation of a sale as of a specified date and the passing of title
      from seller to buyer under conditions whereby:

      (1)   Buyer and seller are typically motivated;

      (2)   Both parties are well informed or well advised, and acting in what
            they consider their own best interests;

      (3)   A reasonable time is allowed for exposure in the open market;

      (4)   Payment is made in terms of cash in U.S. dollars or in terms of
            financial arrangements comparable thereto; and

      (5)   The price represents the normal consideration for the property sold
            unaffected by special or creative financing or sales concessions
            granted by anyone associated with the sale.(2)

Market value "as is" means an estimate of the market value of a property in the
condition observed upon inspection and as it physically and legally exists
without hypothetical conditions, assumptions, or qualifications as of the date
the appraisal is prepared.(3)

"Going-Concern Value" is the value created by a proven property operation;
considered as a separate entity to be valued with a specific business
establishment.(4)

HISTORY OF THE SUBJECT PROPERTY

The subject opened in 1986. It was built at an estimated cost of $62 million. In
December 1994, the current owners, Maritz, Wolff & Co., purchased the hotel
through their FRC Properties Partnership fund from Four Seasons Hotels Ltd., who
continued to manage the property. The purchase price was $31 million.

- ----------

      (2) United States Treasury Department, Comptroller of the Currency 12 CFR
part 34, & 34.42(f)

      (3) Appraisal Policies and Practices of Insured Institutions and Services
Corporation Federal Home Loan Bank Board, "Final Rule, 2 CFR Parts 563 and 571,
December 31, 1987.

      (4) Appraisal Institute, op.cit., p. 160.
<PAGE>

INTRODUCTION                                                                 I-3
- --------------------------------------------------------------------------------

SCOPE OF THE APPRAISAL

In general, the procedures used to estimate the value of the property included:

      o     Analysis of specific market data relating to the appraised property,
            comparable properties sold or leased, and relevant characteristics
            of the local market.

      o     Analysis of the property's highest and best use.

      o     Consideration of the property's value by the Income Capitalization
            Approach. This approach analyzes the property's capacity to generate
            income (or other monetary benefit) and converts this capacity into
            an indication of market value. The approach is suitable for
            properties that have obvious earning power and investment appeal,
            but inappropriate for properties that have no readily discernible
            income potential.

      o     Consideration of the Sales Comparison Approach. This compares the
            subject property to other properties that have changed hands fairly
            recently, at known price levels. This approach is most meaningful
            when there is adequate market data involving comparable properties.

            Typically, actual transactions fix the lower limit of value in an
            advancing market and the higher limit of value in a declining
            market, while current listings fix the higher limit in any market.
            The reliability of this technique is dependent upon (a) the
            availability of comparable sales data, (b) the verification of the
            sales data, (c) the degree of comparability or extent of the
            adjustments necessary for differences between the subject and the
            comparable sales, and (d) the absence of non-typical conditions
            affecting the sale price.

      o     Consideration of the Cost Approach, whereby the land value is added
            to the depreciated replacement cost of the building and other
            improvements.

            The Cost Approach is based on the premise that an informed purchaser
            would pay no more than the cost of producing a substitute property
            with the same utility as the subject property. It is particularly
            applicable when the property being appraised involves relatively new
            improvements which represent the highest and best use of the land or
            when relatively unique or specialized improvements are located on
            the site and for which no comparable properties exist in the market
            area. Due to the age of the subject improvements and high degree of
            subjectivity in determining adjustments for replacement cost
            estimates, a Cost Approach was not considered applicable.

      o     The Income and Sales Comparison Approaches to value were considered
            applicable to the subject property. The Cost Approach was not.

      o     Reconciliation of the indications of value into a final estimate of
            value.
<PAGE>

INTRODUCTION                                                                 I-4
- --------------------------------------------------------------------------------

The principal sources of information used in performing our valuation included:

      o     The property owner(s) or their representatives.

      o     Local real estate professionals and investors.

      o     Public officials in the planning, zoning, and assessor's offices.

      o     Published industry data.

This report should be read in its entirety for a complete understanding of the
scope of the appraisal and the limiting conditions which apply to this valuation
and report. Specific attention should be drawn to the Letter of Transmittal,
Certification of Appraisers, Statement of Assumptions and Limiting Conditions
and Significant Issues.

COMPETENCY PROVISION OF USPAP

The Competency Provision of the Uniform Standards of Professional Appraisal
Practice (USPAP), promulgated by the Appraisal Foundation and required as part
of the Financial Institutions Reform, Recovery, and Enforcement Act (FIRREA),
states that:

      Prior to entering an agreement to perform any assignment, an appraiser
      must properly identify the property to be appraised and have the knowledge
      and experience that will be required to complete the assignment
      competently or alternatively:

      1.    Disclose the lack of knowledge and/or experience to the client
            before accepting the assignment;

      2.    Take all appropriate steps necessary to complete the assignment
            competently; and,

      3.    Describe the lack of knowledge and/or experience and the steps taken
            to complete the assignment competently in the report.

PKF Consulting is a member of Pannell Kerr Forster International, an
international firm which has been providing accounting, consulting, and
appraisal services within the hospitality industry in the United States for over
80 years. In addition, the firm publishes extensive research material and
provides aggregate statistics on hotel performance, serving as a benchmark for
the industry.

Florida T. Booth, MAI has extensive experience in the appraisal of hotel
facilities, as seen in her professional qualifications provided in the Addenda
of this report.
<PAGE>

INTRODUCTION                                                                 I-5
- --------------------------------------------------------------------------------

SIGNIFICANT  ISSUES

The subject Four Seasons Hotel is a Four Star, Four Diamond level of quality
hotel located in the downtown area of Austin, overlooking Town Lake. While the
city owns the land between the building and the lake, the hotel maintains and
landscapes it as well as the hike and bike trail. Located within San Jacinto
Center, a mixed-use development containing the hotel, retail, parking and office
uses, the property has a secluded feel. It is furnished with "Texana" furniture
and ambiance. This includes cowhide chairs, western memorabilia and artifacts
from Texas' fight for independence from Mexico. It enjoys the highest average
rate of any of the hotels in the city of Austin, and is a popular meeting place
for locals and "deal makers".

Austin is the State Capital of Texas, as well as home to the University of
Texas. While government dominates the local economy, Austin has benefitted from
an influx of computer firms relocating to the area due to their perceived
pristine environment, high quality of life and, most importantly, a highly
educated workforce. The area has been described as the Silicon Valley of the
Southwest, and the influx of companies continues. While the high technology
industries were originally mostly fairly volatile manufacturing and
semi-conductor companies, the industries are now more diversified. MCC and
Semi-Tech are currently driving a lot of the growth. Most of the industries are
locating in the northern parts of the city.

The Texas legislature meets on odd numbered years, which significantly impacts
area occupancies. While the subject Four Seasons has experienced less pronounced
spikes in its historic occupancies than the market as a whole, it is definitely
impacted. Because of this, as well as new hotel rooms proposed for the downtown
area with the renovation of the historic Stephen F. Austin hotel, we have
estimated the property will stabilize at 77% occupancy in year four of our
projections. In addition, our estimates of cash flows reflect fiscal year
periods, from October through September.

Finally, a Cost Approach to value was not considered applicable to the subject
improvements. In addition to the problems associated with estimating replacement
costs for an 11-year-old property, the subjectivity in measuring depreciation
and obsolescence makes it the least reliable indicator. In addition, it is the
least relied upon by buyers of hotels.
<PAGE>

                                   SECTION II

                                 MARKET ANALYSIS

                                                                          [LOGO]
<PAGE>

MARKET ANALYSIS                                                             II-1
- --------------------------------------------------------------------------------

AREA OVERVIEW

The City of Austin is the capital of the State of Texas and the county seat of
Travis County. It is located on the Colorado River, in the central part of the
state. In addition to its governmental role, Austin is a center for commercial,
manufacturing and educational interests, and is a well-known location for state
and national conventions. The Highland Lakes, a chain of artificial lakes along
the Colorado River, are in and around the city. Austin is the home of the
University of Texas at Austin (created in 1883), Austin Presbyterian Theological
Seminary, Huston-Tillotson College, Concordia Lutheran College and St. Edward's
University.

Economic development in Austin began in earnest after the civil war (1861-1865).
The city benefitted from its location on the Chisholm trail, a major
cattle-driving route, by the coming of the railroad in 1871, and in the 20th
century, from the construction of power and irrigation projects on the Colorado
River. Many firms engaged in developing and manufacturing high-technology items
were established in the metropolitan area starting in the 1970's.

Austin's economy is expected to continue to grow, although at a slower pace than
in the past few years. Job growth is expected to expand by 3% in 1997 and by
2.6% in 1998, according to the Greater Austin Chamber of Commerce. The city will
slightly outperform both the U.S. and state economies, both of which are also
expected to slow this year. Job growth will expand by 1.6% in the U.S. and 2.4%
in Texas this year. Austin's excellent quality of life and low business costs
put the city in an excellent position for long-term growth.

The outlook is positive for primary employers, although deceleration in the
computer chip industry will continue to be felt. Aggregate computer prices will
firm later this year, but increasing international competition will limit their
rise. A continued dependence on personal computer manufacturers could present
problems in the case of a continued industry slump. Software development offers
excellent potential growth for Austin and is expected to become an increasingly
important technology sector. The completion of Samsung Austin Semiconductor at
the end of this year will spur additional growth among suppliers and industrial
customers.

Population

The Austin MSA includes Travis, Hays, Williamson, Bastrop and Caldwell Counties.
Bastrop and Caldwell were added on January 1, 1993. Population figures for
Travis County and the Austin MSA are detailed in the following chart.
<PAGE>

MARKET ANALYSIS                                                             II-2
- --------------------------------------------------------------------------------

     ===================================================================
                                POPULATION TRENDS
                        TRAVIS COUNTY AND AUSTIN MSA (1)
     -------------------------------------------------------------------
            Year                  Travis County              Austin MSA
     -------------------------------------------------------------------
            4/1/80                   419,573                  585,046
     -------------------------------------------------------------------
            4/1/90                   576,407                  846,227
     -------------------------------------------------------------------
      C.A.C.,* 1980-1990              3.2%                      3.8%
     -------------------------------------------------------------------
            7/1/92                   611,884                  899,919
     -------------------------------------------------------------------
            7/1/93                   630,631                  932,135
     -------------------------------------------------------------------
            7/1/94                   646,437                  963,973
     -------------------------------------------------------------------
            7/1/95                   664,802                  999,936
     -------------------------------------------------------------------
            7/1/96                   684,800                 1,030,640
     -------------------------------------------------------------------
        CAC*, 1992-1996               2.9%                      3.4%
     -------------------------------------------------------------------
      (1) The Austin MSA added Bastrop and Caldwell Counties as of 
      Jan 1, 1993. 
      * compound annual change
          Source: U.S. Census Bureau, Greater Austin Chamber of Commerce
     ===================================================================

Annual population gains have been close to 3.5% for the past few years, but the
growth rate for the remainder of the decade is expected to be closer to 2%,
according to representatives of the City of Austin. The slower rate of growth
mirrors the slowdown in job creation. The broad-based economic expansion that
began in 1991 peaked in 1996 and now shows signs of a gradual slowing. Unlike
the "boom-bust" cycle of the 1980's, however, this slowdown shows signs of
simply being part of a natural economic cycle.

Employment

Although the Austin-area economy decelerated in 1996, the region is expected to
realize robust long-term growth because of its low costs, solid high-tech
research and manufacturing base, excellent quality of life, and employment
stability from state government and the University of Texas. Disappointing
growth at some of the area's largest employers, primarily those heavily
dependent on computer memory prices, has fueled the slowdown. However, slower
growth has not relieved the extremely tight labor market, and the unemployment
rate remains at only 3%. Low unemployment and rising wages are keeping out
relatively low-skill, low-pay jobs, enhancing the importance of high-tech
industries and limiting job diversity. The Greater Austin Chamber of Commerce
and Regional Financial Associates forecast annual average employment growth to
be 3% for 1997 and 2.6% in 1998.

The following chart illustrates Austin MSA employment trends for the last five
years.
<PAGE>

MARKET ANALYSIS                                                             II-3
- --------------------------------------------------------------------------------

         ==============================================================
                          AUSTIN MSA EMPLOYMENT TRENDS
         --------------------------------------------------------------
                            Average        Average       Percent
                 Year     Labor Force    Employment     Unemployed
         --------------------------------------------------------------
                 1992       520,000        496,300         4.6%

                 1993       547,600        525,900         4.0%

                 1994       573,400        552,500         3.6%

                 1995       612,040        594,275         2.9%

                 1996       634,131        615,117         3.0%

                 CAC          5.1%          5.5%           ---

         --------------------------------------------------------------
                       Source: Texas Workforce Commission
         ==============================================================

The following table illustrates the distribution of employment in the Austin
MSA.

================================================================================
                   DISTRIBUTION OF NON-AGRICULTURAL EMPLOYMENT
                                 ANNUAL AVERAGE
- --------------------------------------------------------------------------------
      Major Industry                         1992        1996         CAC
- --------------------------------------------------------------------------------
Mining                                       1,100       1,100        0.0%

Contract Construction                        14,700      27,600       17.1%

Manufacturing                                55,000      73,000       7.3%

Transportation/Communications/               14,000      17,600       5.9%
 Public Utilities 

Wholesale/Retail Trade                       86,800      115,100      7.3%

Finance/Insurance/Real Estate                24,200      28,800       4.4%

Service                                      111,600     150,100      7.7%

Government                                   116,900     125,000      1.7%

                                   TOTAL     424,300     538,300      6.1%
- --------------------------------------------------------------------------------
                       Source: Texas Employment Commission
================================================================================

      Contract Construction

As illustrated, the largest employment growth sector is Contract Construction,
with a compound annual growth rate of 17.1% between 1992 and 1996. Construction
employment is directly related to growth in population and employment.
Residential development is showing signs of softening. Single-family
construction permits were up 43% in 1996, but prices rose only 2.7%. Multifamily
construction permits rose by 23% in 1996, and the city's vacancy rate rose from
4% to 7% as a result
<PAGE>

MARKET ANALYSIS                                                             II-4
- --------------------------------------------------------------------------------

of new apartment units entering the market. Conversely, office and industrial
vacancy rates remain low, and new construction is needed to fill existing
demand. Industrial space is especially tight, with 99% occupancy in the favored
north sector. Approximately 1.2 million square feet of new industrial space is
slated to be completed in 1997. Continued retail growth is also needed to meet
existing demand by qualified retailers. Meanwhile, the construction of Austin's
new airport at Bergstrom Air Force Base (to the south of the city) continues,
and is scheduled for completion in Fall, 1998.

      Government

Government is the second largest employment sector in Austin, directly employing
approximately 23% of the work force. State and federal government jobs are
considered primary jobs since the money to fund them is generated mainly from
outside the city, but spent locally, generating new wealth to the area economy.
Therefore, government jobs have a "ripple" effect throughout the local economy,
in addition to the stabilizing effect and the cushion they provide during
economic downturns. Further population increases in Texas and Austin mean higher
levels of staffing needs at school districts, police departments and other
social service organizations. Hence, these are the areas in which most new
government jobs will occur in the future.

      Retail and Wholesale Trade

The past few years have been strong for Austin's Retail and Wholesale sector,
and the city's strong growth in personal income will fuel further retail sales
growth. Regional Financial Associates estimates that Austin's 7.7% personal
income growth in 1996 outpaced the estimated 6.3% rate for Texas. This growth in
income tends to stimulate rapid expansion of retail trade. Because of the
anticipated slowdown in employment growth however, Austin's personal income
growth will decelerate in 1997 and, at 6.2%, will grow on par with the state's
rate.

Wholesale trade employment, while only a small portion of total employment, is
expected to grow at 8.1% per year, well above the national rate of 2.4%. The
increasing importance of trade is revealed by the development of the
Austin-Bergstrom International Airport, which will be approximately twice the
size of the existing Robert Mueller Municipal Airport. In addition to increased
passenger capacity, the new airport will have expanded cargo facilities.

      Manufacturing

Global forces affecting Austin's computer-related manufacturers, especially
those producing semiconductors and memory chips, have caused the area's economic
slowdown. A glut of memory chips worldwide has depressed prices and dropped
profit margins. Weak memory chip prices have been blamed in part for
disappointing earnings at such local firms as Motorola and Advanced Micro
Devices. As a result, both firms have announced cutbacks and are slowing their
Austin expansion plans.

Austin's computer industry has reached a critical mass where existing companies
attract both suppliers and industrial consumers to the area. Samsung
Electronic's decision to locate its first U.S. manufacturing facility in Austin
illustrates the economic benefits of industry concentration.
<PAGE>

MARKET ANALYSIS                                                             II-5
- --------------------------------------------------------------------------------

      Future Employment Opportunities

Although the number of new employers moving into Austin has slowed, growth
continues. The charts below summarize the top employers.

================================================================================
                           NEW CORPORATE ANNOUNCEMENTS
                     AUSTIN MSA -1996 THROUGH MID-YEAR 1997
                      Partial List - By No. of Jobs Created
- --------------------------------------------------------------------------------
          Company                           Type Operation             Potential
                                                                        New Jobs
- --------------------------------------------------------------------------------
AIM Management                       Mutual Fund call center                 250

Netspeed                             Telecommunications hardware and         250
                                     software 

First International Computer Corp.   Computer manufacturing                  220

Chatsworth Products, Inc.            Computer equipment organization         150
                                     manufacturing

SAP America                          Software technical support              150

CompuCom                             Computer services, sales and            120
                                     training

R. Frazier, U.S. Inc.                Computer equipment recycler             100

Progressive System Technologies,     Hardware, clean room supplier to         92
Inc.                                 semiconductor and flat panel display

Digital Anvil                        Computer game software                   66

Keane, Inc.                          Computer/information services            60
                                     consulting

BioCraft                             Biotech manufacturing                    60
- --------------------------------------------------------------------------------
                   Source: Greater Austin Chamber of Commerce
================================================================================
<PAGE>

MARKET ANALYSIS                                                             II-6
- --------------------------------------------------------------------------------

================================================================================
            LOCAL EXPANSIONS, AUSTIN MSA 1996 THROUGH MID-YEAR 1997
                   Partial List - By No. of Potential New Jobs
- --------------------------------------------------------------------------------
          Company                          Type Operation     Potential new Jobs
- --------------------------------------------------------------------------------
Dell Computer                     Personal computer systems             2,000

Siemens Business Communications   Wireless telephone headsets            600
Systems

Balfour/Art Carved                School ring design & manufacturing     400

Solectron                         Custom circuit boards                  200

Tokyo Electron                    Semiconductor manufacturing            200

IXC Communications                Digital networking                     100

SMT Centre, Inc.                  Electronic assembly                    100

Tellabs                           Telecommunications                     100

DuPont Photomasks                 Photomask research and manufacturing   100
- --------------------------------------------------------------------------------
                   Source: Greater Austin Chamber of Commerce
================================================================================

Transportation

      Highway

Austin's highway system is comprised of four major arterials. Interstate 35
(I-35) runs north-south, from the State of Kansas through Oklahoma and Texas,
travelling through the cities of Dallas, Waco, Austin, San Antonio and finally
Laredo. This highway is used heavily by truckers carrying cargo from Mexico into
the United States. Loop 1, or the MoPac Expressway, runs north-south on the west
side of Austin. US Highway 183 (US 183) runs northeast-southwest through Austin
from Interstate 10 (I-10), continuing through the state. US 290 runs east-west
through the state.

Currently, there are approximately $600 million in highway projects underway.
The most significant projects are the upgrades of US 290 and US 183 to freeways.
Construction is expected to be completed in 1998. Studies are underway for
additional projects, including a highway that would run parallel to I-35, from
Seguin to Georgetown, that would offer an alternative for truckers wishing to
bypass major metropolitan areas.

      Air

Air traffic is currently being handled through Robert F. Mueller Airport. The
former Bergstrom Air Force base is currently under construction and will be the
site of Austin's new airport, Austin-Bergstrom International. The new airport
will open for cargo operations this year and to passengers in late 1998.

Currently, Robert F. Mueller Airport is being served by nine major air carriers
- - American, America West, Continental, Delta, Northwest, Southwest, TransWorld,
United and USAir. Conquest Airlines 
<PAGE>

MARKET ANALYSIS                                                             II-7
- --------------------------------------------------------------------------------

provides commuter service to several Texas locations, and charter airlines
provide periodic service to Elko, Nevada and Gulfport, Mississippi. The current
airport has exceeded capacity in many areas of the passenger terminal as well as
the cargo area. Because the area surrounding the airport is developed with
residential areas providing housing to over 29,000 people, expansion of the
existing facility was deemed impossible.

The following table indicates airline passenger enplanements and deplanements,
as well air cargo information.

      ===================================================================
                     CITY OF AUSTIN AIR TRAFFIC INFORMATION
      ===================================================================
                                     1992            1996           CAC
      -------------------------------------------------------------------
      Total Passengers             4,369,752        5,691,657      6.8%
      -------------------------------------------------------------------
      Air Cargo Lbs. (Freight)    96,057,587      183,819,087      17.6%
      ===================================================================
                   Source: Greater Austin Chamber of Commerce
      ===================================================================

As can be seen, air traffic is growing both in terms of total passengers and air
cargo volume. Air cargo has grown very quickly, due in large part to two
factors: business fueled by NAFTA and the growth of Austin's high tech industry.

Office Market

Although the residential market is showing signs of weakness, Austin's
commercial market remains solid and is projected to remain strong through the
end of 1997. The city's office vacancy rate peaked in 1988 at more than 40% and
has declined ever since. Despite the large amount of new construction, the
vacancy rate has continued to decline and now stands at about 9.4% for the
metropolitan area. While downtown remains overbuilt, all areas are experiencing
considerable tightening. The suburban Austin vacancy rate dropped to 6.2%,
causing prices to rise above $20 per square foot in many areas.

Office space is in the most demand in the northwest and southwest. Low suburban
vacancy rates have boosted build-to-suit activity. Novell, Dell Computer, State
Farm Insurance, and Lockheed each recently moved into new spaces. Office
construction should continue to experience robust growth as service companies
move in to support the strong manufacturing base.

The Austin office market posted a 92% occupancy rate in 1996, the highest rate
in 16 years. Demand was fueled by the solid growth of high-tech industries. Many
high-growth companies committed to extra space in order to accommodate projected
growth, fearful that availability of future expansion opportunities may be
limited and costly. Downtown office occupancy ended 1996 with an 86% occupancy
rate, again a 16-year high.

University of Texas System

The University of Texas system is a state-controlled institution comprised of
nine general academic 
<PAGE>

MARKET ANALYSIS                                                             II-8
- --------------------------------------------------------------------------------

institutions located in Arlington, Austin, Brownsville, Dallas, Edinburg, El
Paso, Odessa, San Antonio, and Tyler and six health-related institutions located
in Dallas, Galveston, San Antonio, Tyler, and Houston (2). The university was
established in 1876; its first classes were held in Austin in 1883. More than
two million acres of land from the public domain in western Texas formed the
basis of the university endowment, which is shared with the Texas A&M University
System.

With the largest enrollment in the University of Texas system, the Austin campus
(UT Austin) includes colleges of business administration, communication,
education, engineering, fine arts, liberal arts, natural sciences, and pharmacy;
and schools of architecture, law, library and information science, nursing,
public affairs, and social work. The Lyndon B. Johnson Presidential Library and
Museum is located on the campus.

The University's economic impact on Austin is significant. It is a major site of
high-tech research and provides an ample supply of software developers and
hardware engineers to the Austin job market. UT - Austin also supports the IC2
Institute, a major international research center for the study of innovation,
creativity and capital (hence the "IC2"), which in turn supports many high-tech
ventures. UT's Austin Technology Incubator provides entrepreneurial education to
its tenants and area businesses, and sometimes joins forces with the IC2
Institute on major projects.

Its contribution to the lodging sector of the Austin economy is also
significant. There are nine home football games as well as special events such
as Homecoming and Parents Weekend that create sell-outs on weekends for area
hotels. In addition, visiting professors and researchers utilize area hotels,
sometimes requiring long-term stays, and many colleges and departments of the
University host meetings, lectures and symposiums that generate room nights.

Conventions and Tourism

Austin's Convention and Visitor Bureau has been active in soliciting corporate,
state association and national association business. The Austin Convention
Center, located in the central business district, has over 400,000 square feet
of flexible enclosed space. Features include 126,000 square feet of column-free
exhibit space, a 24,000-square foot ballroom, 29 meeting rooms that accommodate
from 10 to 500, and fiber optic and satellite downlink capabilities. Austin
hosts six to eight citywide conventions per year.

Since its opening in July 1992, the Convention Center has hosted over 1.5
million people, 800 events and 164 major conventions. Some conventions have
outgrown the facility however, and a push is currently underway for public
approval to expand the center by at least 250,000 square feet.

In terms of tourism, the Texas Department of Economic Development estimates that
7.1 million people visited Austin and stayed overnight in 1996. An additional
9.6 million people made day trips to Austin. The majority of the visitors were
Texans. The city is famous as a country and blues music center (Austin was known
as the "third coast" in entertainment at one time), for its natural hill country
beauty and mild weather, and for its status as state capital. Favorite
attractions include:
<PAGE>

MARKET ANALYSIS                                                             II-9
- --------------------------------------------------------------------------------

      - The Capitol Building and State Capital complex;
      - Barton Springs and Zilker Park;
      - The "Drag" along Guadalupe Street that gives visitors a feeling for
        university life; 
      - University of Texas and the LBJ library; 
      - Mount Bonnell, the highest point in the city limits; and 
      - Sixth Street, which is similar to New Orleans Bourbon Street with its 
        collection of restaurants and entertainment clubs

NEIGHBORHOOD REVIEW

The hotel is located in downtown Austin, across Cesar Chavez Boulevard from the
new Austin Convention Center and within a short walk of all major downtown
office and government buildings and tourist attractions. It is also
approximately three blocks from the Congress Street Bridge, which houses the
largest concentration of bats in North America. The nightly exodus of the bats
to consume billions of mosquitos is a popular tourist attraction. It views of
Town Lake and location on the hike and bike trail, makes the subject hotel a
gathering point for many locals as well as hotel guests.

The San Jacinto Center is a mixed-use development containing the subject hotel,
380,000 square feet of Class A office space, 40,000 square feet of specialty
retail shops and restaurants, and common underground parking for 779 cars. A
parcel of land adjacent to the north and east of the subject hotel improvements
was originally planned as the site of an office building that would be a mirror
image of the Class A building located to the north and west of the hotel. The
owners of the Four Seasons have since purchased the land, and are holding it for
future development. It is currently utilized for above ground parking. Future
plans could include additional hotel rooms, condominium and/or retail uses.

SITE DESCRIPTION

The Four Seasons Austin is located at 98 San Jacinto Boulevard. The subject
hotel is situated at the southernmost point of San Jacinto Boulevard, on the
banks of the Colorado River (Town Lake). The nearest cross-street is Cesar
Chavez Boulevard, located directly north of the subject hotel.

The property being appraised consists of 3.922 acres, or 170,842 square feet of
land. The tract originally improved with the hotel contains approximately three
acres and is rectangular in shape. It has frontage along the Austin Greenbelt,
which is part of Town Lake and the Colorado River. The parking lot parcel (0.922
acres) is adjacent to the north and east. The site is at grade level, slightly
sloping toward the lake on the south side.

The subject hotel is well-located with respect to attracting convention group,
individual commercial, and tourist demand, given its location and proximity to
local businesses, views of Town Lake, the Convention Center and area
attractions. It is within walking distance of most demand generators and area
amenities. Restaurants and retail are easily available nearby.
<PAGE>

MARKET ANALYSIS                                                            II-10
- --------------------------------------------------------------------------------

Access to the site is considered to be very good. Access is available via Cesar
Chavez Boulevard, the southernmost street of the Austin CBD, and via San Jacinto
Boulevard, a major downtown artery running north-south. The site is three blocks
west of Interstate 35, which allows easy access from all points in the city.

The subject site is visible from across Town Lake and from an approximate two
block radius. Because it is located at the southernmost part of the CBD,
visibility is obscured due to the number of high-rise buildings, and it is not
easily visible from Interstate 35. However, the subject hotel's market
orientation is such that visibility is not a key factor; rather the hotel is
designed to be secluded and protected to some degree from heavy traffic, in
order to allow some privacy and shelter to its guests. 

The site is located within the City of Austin. Therefore, all public services
including water, sanitary sewer, police, and fire protection are available.

Zoning

The subject hotel site has three zone designations. The north part of the site
is zoned CBD, or Central Business district, a general designation that allows
for most types of commercial uses including office, retail, multifamily, and
hotel. The central part of the site is zoned DMU, or Downtown Mixed Use. The
south part of the site is zoned P, or Public, because this part of the site
includes the Austin Greenbelt along Town Lake. The improvements are in
compliance with current zoning restrictions. Further, we are unaware of any deed
restrictions which would limit the development potential of the subject site.

DESCRIPTION OF IMPROVEMENTS

As previously discussed, the subject is the 291-room, nine-story, Four Seasons
Hotel. Gross building area is approximately 247,000 square feet. It was
originally developed in 1986 with 292 keyed rooms. One room was converted into a
suite in 1996, effectively dropping the number of keys to 291. The property
underwent $391,332 in renovations in 1996, and $278,533 year-to-date through
August 31, 1997. According to their budgeted capital report, approximately
$1,340,172 is planned for 1997. According to the general manager, projects
completed included corridors and walk treatments, public carpets, public space,
and an upgrade of the patio furniture, as well as new bath vinyl and curtains in
the sleeping rooms.

The hotel has 18,021 square feet of meeting and banquet space, including two
ballrooms and 10 meeting rooms. It also has one 180-seat restaurant overlooking
Town Lake (120 seats indoors, 60 seats outdoors), a lobby bar which also serves
lunch buffets and seats 70, a health club with men's and women's locker rooms
and sauna, and an outdoor pool. Of the 291 rooms, 27 are suites, which include a
separate parlor for meetings or gatherings. Guest rooms are furnished with three
telephones and a dataport, a smoke detector, sprinkler, and a snack bar.

According to information provided to us, the hotel is constructed on a
continuous concrete footing and reinforced concrete foundation walls with
reinforced concrete grade beams supported on spiral reinforced concrete piers.
Framing is reinforced concrete and steel.
<PAGE>

MARKET ANALYSIS                                                            II-11
- --------------------------------------------------------------------------------

The exterior of the hotel has a painted plaster finish over concrete columns of
metal lathe. Exterior windows are insulated bronze glass. Special architectural
treatments included curved window wall projections at the south elevation,
wrought iron railings and canvas awnings at the north and south elevations.

Framing consists of steel beams and columns with some reinforced concrete
columns in load-bearing areas. The main roof structure has a reinforced concrete
slab supported by structural steel beams concrete columns, with a built-up
composition and gravel roof cover.

Interior finishes in the public areas of the hotel are typical of the superior
quality required by Four Seasons Hotels. These finishes typically feature oak or
mahogany paneling; granite, marble and carpeted floor; painted plaster or wall
covering; and ceilings of acoustical plaster, with wood accents in the lobby and
first floor areas. The main lobby, bar and foyer areas have concrete floors,
sandstone with tile and painted gypsum board walls and ceilings.

Each guest room is independently heated and cooled by a thermostat controlled,
three speed air handler. Guest rooms and public areas are heated and cooled by
an efficient HVAC system which allows heating and cooling year round. Chilled
water is supplied by a 325 ton chiller.

TAXES AND ASSESSMENTS

The assessed value for the subject hotel is based upon 100% of appraised value
for the land and the improvements, as determined by the Travis County Assessor's
Office. The 1998 estimation of assessed value for the property is as follows:

     =====================================================================
                              Taxes and Assessments
     ---------------------------------------------------------------------
               Property             Estimated    Est. Tax rate    Total
                                      Value        per $100     Assessment
     ---------------------------------------------------------------------
       Lot 2 San Jacinto Center    $31,482,000       2.56        $805,939
         (Four Seasons Hotel)

       Lot 4 San Jacinto Center     $2,444,055       2.56         $62,568
         (parking lot parcel)
                                 --------------                 ----------
                Total              $33,926,055                   $868,507

         Assessment per room                                      $2,985
     ---------------------------------------------------------------------
        Source: Four Seasons Hotel, Travis County Appraisal District
     =====================================================================

According to tax bills provided by the property, total taxes paid in 1996 were
$734,615. An additional Downtown Public Improvement District assessment
increased their property tax liability to $786,800. According to these records,
the property is not delinquent on any real estate taxes. The property is
disputing its 1997 tax assessment, which increased 11% over 1996 levels, and has
filed an appeal with the City of Austin.
<PAGE>

MARKET ANALYSIS                                                            II-12
- --------------------------------------------------------------------------------

By comparison, several other properties, also located in Austin were assessed as
follows:

    =========================================================================
                              1996 Tax Assessments
    -------------------------------------------------------------------------
                  Property            Rooms    Assessment/   Total Assessment
                                                  Room
                Omni Austin Hotel      305       $1,754           $534,970

                   Sheraton Hotel      255        1,422            362,610

                 DoubleTree Hotel      351        1,340            470,340

                   Red Lion Hotel      301        1,239            372,939

                     Hilton Hotel      333          582            193,806

                       Average(1)      306       $1,520           $465,120
    -------------------------------------------------------------------------

          Subject Four Seasons(2)      291       $2,785           $810,435
    -------------------------------------------------------------------------
    (1) averages are calculated on reported numbers only
    (2) parking lot not included in 1996 totals
                Source: Travis County Central Appraisal District
    =========================================================================

As noted in the chart, the subject is assessed significantly higher taxes than
those paid by other Austin hotels. According to the Appraisal District, they
assess taxes based on an Income Approach to value. If they do not have actual
occupancies and rates from the hotels, they can estimate values utilizing the
published Hotel Occupancy Tax records. Since the subject is achieving the
highest average rate in the city, it is not surprising that it is being assessed
at the highest value per guest room. In addition, the subject pays a downtown
assessment fee of 1% of value, which equated to $28,111 in 1996. The taxing
district has been very aggressive in levying taxes in recent years. While the
property is attempting to challenge its assessment, according to the budget
prepared by the property, they anticipate a tax liability of $945,000 for 1998.
We have assumed this to be a reasonable assumption, based on the unwillingness
of the District to provide tax relief.

HOTEL MARKET ANALYSIS - SUPPLY

The Austin metropolitan area contains approximately 151 hotels and motels of
varying quality, with approximately 17,870 available rooms. At year-end 1996,
the market had an occupancy of 73.5% with an ADR of $73.50 (rounded). The area
experienced explosive growth in the number of available hotel rooms between 1994
and 1996, the majority of which were in the limited service sector. Because of
this, occupancies have been negatively affected as the market continues to
absorb the new supply. Capacity constraints still exist during peak periods,
however, and this has put upward pressure on average daily rates. In the central
business district (CBD), the location of the subject, there was little or no
growth in the hotel rooms supply, in part because downtown occupancies did not
justify new development. The CBD market is expected to continue to strengthen,
especially if the proposed expansion to the convention center is approved. The
Stephen F. Austin hotel, an Austin landmark which has been closed for several
years, is expected to be renovated and re-open within the 
<PAGE>

MARKET ANALYSIS                                                            II-13
- --------------------------------------------------------------------------------

next two years.

The chart that follows summarizes the historical performance of Austin's hotel
market by sector. A second chart summarizes the market's performance
year-to-date as of August, 1997.

<TABLE>
<CAPTION>
======================================================================================
                 AVERAGE DAILY RATES AND OCCUPANCIES BY SECTOR
                                  AUSTIN, TEXAS
- ---------------------------------------------------------------------------------------
    Year-End           Occupancy         Average Daily Rate            RevPAR*
                 ----------------------------------------------------------------------
                 1995   1996  Diff.   1995     1996   % change  1995    1996  % change
- ---------------------------------------------------------------------------------------
<S>              <C>    <C>    <C>    <C>      <C>      <C>    <C>     <C>      <C> 
Austin           77.2%  73.5%  (3.7)  $69.22   $73.63   6.4%   $53.43  $54.11   1.3%

  CBD            75.4%  70.8%  (4.6)  $85.70   $92.40   7.8%   $64.63  $65.46   1.3%

  North/Airport  77.0%  73.0%  (4.0)  $60.05   $63.31   5.4%   $46.23  $46.22   0.0%

  Northwest      83.9%  81.7%  (2.2)  $87.13   $90.06   3.4%   $73.12  $73.59   0.6%

  South          76.1%  73.0%  (3.1)  $59.34   $61.42   3.5%   $45.19  $44.84  (0.8)%
- ---------------------------------------------------------------------------------------
* RevPAR is calculated by multiplying average rate with occupancy
             Source: PKF Consulting - Trends in the Hotel Industry
=======================================================================================
</TABLE>

<TABLE>
<CAPTION>
=======================================================================================
                         AUGUST YEAR-TO-DATE PERFORMANCE
                                  AUSTIN, TEXAS
- ---------------------------------------------------------------------------------------
                       Occupancy         Average Daily Rate            RevPAR*
                 ----------------------------------------------------------------------
                 1996   1997   Diff.   1996     1997  % change  1996    1997   % change

- ---------------------------------------------------------------------------------------
<S>              <C>    <C>     <C>   <C>      <C>      <C>    <C>     <C>       <C> 
Austin           76.3%  76.6%   0.3   $73.49   $77.31   5.2%   $56.07  $59.19    5.6%

  CBD            72.5%  75.2%   2.7   $92.14   $98.00   6.4%   $66.83  $73.73   10.3%

  North/Airport  76.4%  75.7%  (0.7)  $63.66   $64.94   2.0%   $48.62  $49.17    1.1%

  Northwest      84.4%  80.6%  (3.8)  $90.79   $90.95   0.2%   $76.63  $73.31   (4.3)%

  South          76.1%  77.4%   1.3   $61.65   $64.77   5.1%   $46.93  $50.14    6.8%
- ---------------------------------------------------------------------------------------
* RevPAR is calculated by multiplying average rate with occupancy

       Source: PKF Consulting - Trends in the Hotel Industry August 1997
=======================================================================================
</TABLE>

The Austin hotel market experiences greater demand in odd years, when the State
Legislature is in session. This explains the drop in market occupancy in 1996,
and the subsequent recovery being experienced year-to-date in 1997. Average
daily rate growth is strongest in the CBD market, at 6.4% year-to-date. More
impressive however, is the 10.3% growth in RevPAR that the CBD market is
currently enjoying.
<PAGE>

MARKET ANALYSIS                                                            II-14
- --------------------------------------------------------------------------------

      Competitive Market Analysis

Based on our evaluation and analysis of the competitive market and in
consideration of the quality level of the subject hotel, we have identified five
properties with 1,719 rooms (including the subject hotel) that compete for area
lodging demand. These hotels are considered competitive due to their market
orientation, location, nature and quality of facilities offered, rate structure,
and chain affiliation (or reputation in the market).

As is typical in engagements of this nature, we analyzed historic growth in
supply and demand for the last five years, 1992 to 1996. A summary of the
properties considered competitive is shown on the following page, while their
locations are identified on a following map. More detail on the primary
competitive properties follows the chart.
<PAGE>

                                 COMPETITION MAP

                               [GRAPHIC OMITTED]
<PAGE>

MARKET ANALYSIS                                                            II-15
- --------------------------------------------------------------------------------

                    Summary of Competitive Lodging Facilities
                                  Austin, Texas

<TABLE>
<CAPTION>
                                    ---------------------------------------------------------------------------------
                                           1997 Rack Rates          Estimated 1996*   1996 % of Demand Sources       
                            ---------------------------------------------------------------------------------------  
Competitive Properties      # Rooms Singles    Doubles   Corp./Dis. Occupancy  ADR     I.B.T. Grp./Conv Tour/Leisure 
- ---------------------------------------------------------------------------------------------------------------------
<C>                           <C>  <C>        <C>        <C>          <C>    <C>       <C>      <C>         <C>      
1 Four Seasons Austin         291  $190-$240  $215-$265  negotiated   76.5%  $158.16   33.0%    34.0%       33.0%    
  98 San Jacinto Blvd                                                                                                
                                                                                                                     
2 Marriott at the Capitol     365    $149.00  $149.00       $149.00   75-79  105-109   40.0%    30.0%       30.0%    
  701 E. 11th Street                                                                                                 
                                                                                                                     
3 Hyatt Regency               446    $155.00  $180.00       $130.00   75-79    95-99   32.0%    40.0%       28.0%    
  208 Barton Springs                                                                                                 
                                                                                                                     
4 Omni Austin Center          304    $169.00  $184.00    negotiated   75-79  100-104   40.0%    50.0%       10.0%    
   700 San Jacinto Blvd                                                                                              

5 Omni Southpark              313    $129.00  $129.00       $119.00   65-69    75-79   70.0%    20.0%       10.0%    
  4410 Governors Row                                                                                                 

=====================================================================================================================

       Total/Average        1,719                                     74.0%  $107.0    42.0%    35.0%       23.0%    
</TABLE>

                            ------------------------------------------
                             Year     Total Seats    Square Footage
                                  ------------------------------------
Competitive Properties      0pened   Rest.  Lounge Ballroom Total Mtg.
- ----------------------------------------------------------------------
1 Four Seasons Austin        1986      160    70     7,029   18,021
  98 San Jacinto Blvd                             
                                                   
2 Marriott at the Capitol    1986  150-160   125     9,600   14,750
  701 E. 11th Street                              
                                                   
3 Hyatt Regency              1982      240   100    10,290   24,000
  208 Barton Springs                                
                                                   
4 Omni Austin Center         1986      130    45     3,500   22,000
   700 San Jacinto Blvd                            

5 Omni Southpark             1985      175    40     7,500   14,000
  4410 Governors Row                                

======================================================================

  * Reported in ranges, in order to protect the confidentiality of the sample.

                             Source: PKF Consulting
<PAGE>

MARKET ANALYSIS                                                            II-16
- --------------------------------------------------------------------------------

                             1. FOUR SEASONS AUSTIN

The subject hotel opened in 1986 as a Four Seasons. The hotel is currently
undergoing renovations to its public space and guest rooms, and upon completion
it will have a more residential ambience. The Four Seasons is on a 3.922-acre
parcel of land which overlooks a lake and hike and bike trails. Many rooms have
park/lake views. It is capturing the highest rates in the city, and has an
average daily rate at least $50 higher than its nearest competitor. This is also
its main disadvantage, as it has to compete for corporate accounts with
properties offering much lower rate levels. A 100-room addition to the rooms
inventory has been under consideration for some time. They would be added on the
parcel purchased by the property which is currently utilized as parking.

                           2. MARRIOTT AT THE CAPITOL

The Marriott opened in 1986 with 365 rooms. It is located across the street from
the State Capitol building, and therefore benefits the most from business
generated by the legislative sessions. This is the favored hotel for state
association meetings. Management lists the property's one major drawback to be
an insufficient amount of meeting space, which has led to lost opportunities in
the group segment. Facilities include an indoor/outdoor swimming pool, sauna and
health club. The Cafe Veranda, the property's only restaurant, has been reduced
in size over the years. It currently has 150 to 160 seats, and may be reduced
again in the future.

                             3. HYATT REGENCY AUSTIN

The Hyatt, which opened in 1982, is the oldest property in the delineated
competitive supply. It also is the largest hotel in the competitive set, with
446 rooms. The majority of this hotel's demand is generated by the group
segment, but management at this property also feels that additional meeting
space would benefit business. The property is currently undergoing approximately
$2 million in renovations, including the suites, a new phone system and an
update of the wall finishes in the meeting rooms. Turnaway business is usually
sent to the Radisson.

                              4. OMNI AUSTIN CENTER

This 304-room hotel opened in 1986, as part of an office development. It
considers its location, as the closest hotel to 6th Street, to be a major
advantage. The property's inventory may increase next year, with the possible
acquisition of 61 existing condominium units which are adjacent to the hotel.
Additional meeting space and additional sleeping rooms are on the wish list for
this property as well. The hotel was completely renovated in 1994, and is
planning on replacing its soft goods next year.

                                5. OMNI SOUTHPARK

The Omni Southpark opened in 1985 as a Wyndham Hotel. Omni acquired the
management contract for this hotel in September, 1996. It is located on I-35,
south of the CBD, and hopes to benefit from the future relocation of the airport
to the south side of the city. This property is obtaining the lowest average
daily rates of the competitive set, and captures a higher percentage of
individual business travelers than the other properties, which are more
group-oriented. Plans currently are being considered to convert the lounge to
meeting space. Because it shares its affiliation and reservation system with the
downtown Omni, this property has suffered in its performance.
<PAGE>

MARKET ANALYSIS                                                            II-17
- --------------------------------------------------------------------------------

In addition to the competitive supply, we have considered additions to supply
which may have an impact on the subject. In terms of new supply, the criteria to
determine the probability of construction are: the stage of financial
arrangements, the current status of affiliation or management agreements, and/or
the length of time the project has been rumored.

Our fieldwork uncovered one new addition to the hotel supply in the Austin CBD:
the re-opening of the former Stephen F. Austin Hotel. Conversations with city
officials, as well as Highgate Hotels, indicate it is expected to have 181
rooms. In addition, it is expected to be chain affiliated and possibly have a
luxury orientation. Although renovation has been delayed due to problems with
asbestos removal, we consider that the property will be renovated and have
included it in our analysis of future market conditions.

Other than the Stephen F. Austin, we have not included the potential effects of
additional competitive rooms in the market in our quantitative analysis. Should
any comparable lodging facility with a similar market orientation or price/value
relationship enter the competitive lodging market, the estimated future
utilization of the subject hotel could be adversely affected.

HOTEL MARKET ANALYSIS - DEMAND

The market for hotel accommodations is sub-divided into three major categories
which take into account the many types of travelers that visit the local hotel
market. Market segmentation is useful because each sub-market exhibits unique
characteristics relating to factors such as growth potential, seasonality of
demand, average length of stay, price sensitivity, facility requirements and so
forth. By identifying the individual characteristics and quantifying the room
night demand separately for each sub-market, a more accurate projection can be
made for the total market.

Demand for hotel rooms in Austin is generated from the following market
segments.

      o   Commercial or Individual Business Travelers (IBT)
      o   Groups and Conventions
      o   Tourist and Leisure Travelers

State government provides a significant amount of demand, because of the
University of Texas and the State Capital. However, this business is comprised
of individual business travelers and groups, and is included in those segments,
rather than segregated, in order not to dilute the market mix and distort the
market's profile.

HISTORIC  MARKET  PERFORMANCE

An analysis of the competitive market includes identifying and analyzing
historic growth trends, as well as estimating growth rates of lodging supply and
demand. The existing hotel demand in each of the major market segments is
quantified by multiplying the total annual number of rooms occupied by the
market mix for each property. Factors responsible for historic and estimated
future growth rates are then assessed to estimate growth rates for each market
segment. These growth rates are applied to the current demand base to estimate
future lodging demand for the competitive hotels. 
<PAGE>

MARKET ANALYSIS                                                            II-18
- --------------------------------------------------------------------------------

A lodging market's demand is perceived as being generated by several major
segments, each of which makes use of lodging accommodations for different
reasons. In the following table, the change in the estimated demand for the
competitive supply is compared from 1992 to 1996.

================================================================================
                         COMPETITIVE MARKET HOTEL DEMAND
                                  AUSTIN, TEXAS
                                  1992 to 1996
- --------------------------------------------------------------------------------
                                               Room Nights
                    ------------------------------------------------------------
     Available Room
         Nights     Commercial/IBT  Group/Convention  Tourist/Transient    Total
- --------------------------------------------------------------------------------

1992    627,800        193,100          166,700           103,300        463,100

1993    627,800        207,700          185,800           114,400        507,900

1994    627,800        195,600          171,700           108,000        475,300

1995    627,800        206,600          172,500           112,500        491,600

1996    627,435        193,300          164,300           107,600        465,200

CAC*     0.0%            0.0%            -0.3%              1.0%           0.1%
- --------------------------------------------------------------------------------
*Compound Annual Change
================================================================================

As the previous chart illustrates, there was very little growth in the market
during the period studied. The Commercial/IBT segment and the group/convention
segment remained essentially flat. The only growth evidenced was in the
tourist/transient market, which grew at 1.0% compounded annually. This can be
explained in part by capacity constraints currently being experienced by area
hotels on Tuesday and Wednesday nights as well as on Saturday nights. In the
course of our interviews, many area hoteliers expressed a desire for additional
rooms in their properties to accommodate demand on these nights. The other
phenomenon that has had a significant impact on area occupancies over the last
two years is the explosive growth of hotel room inventory in the Austin area,
especially in the limited service segment. Although these hotels are not
considered to compete directly with the defined competitive set, they are new,
and offer a good price/value relationship and often are successful at capturing
overflow business that otherwise may have stayed in the competitive market.

Based on the occupancies and average daily rates (ADR's) of the individual
properties in the competitive supply, the market has performed at the following
rates:
<PAGE>

MARKET ANALYSIS                                                            II-19
- --------------------------------------------------------------------------------

           ==========================================================
                         MARKET CONDITIONS 1992 TO 1996
           ----------------------------------------------------------
                    Year            Occupancy             ADR
           ----------------------------------------------------------
                    1992               74%               $79.17

                    1993               81%               $82.94

                    1994               76%               $91.20

                    1995               78%              $100.15

                    1996               74%              $107.09
           ----------------------------------------------------------
           Note: Occupancies rounded to the nearest whole percent.
           ==========================================================

The State Legislature is in session in odd years, and this has a pronounced,
positive effect on area hotel occupancies, especially in the CBD, as evidenced
by the historical occupancy rates of the competitive set. In 1996, the market
was absorbing the large amount of new supply that had entered the Austin area,
but hotels still had capacity constraint issues, which placed upward pressure on
rates. Average daily rate has grown aggressively over the period studied, at
7.9% per year compounded annually.

The following table illustrates the market mix of demand for the total
competitive supply in 1996.

     =======================================================================
                         COMPETITIVE MARKET MIX IN 1996
                 Segment                    Room Nights            Percent
                                             (rounded) 
      ----------------------------------------------------------------------
      Individual Business Traveler (IBT)      193,300               41.6%

      Group/Convention                        164,300               35.3%

      Tourist/Transient                       107,600               23.1%
                                         ------------------------------------
      Total                                   465,200               100.0%
      =======================================================================

The following paragraphs summarize characteristics of the market demand base.

      Commercial

This segment generally includes company personnel visiting Austin on regular
trips, consultants, salesmen and buyers representing other companies,
professionals being actively recruited or relocated, and government personnel.

The single commercial market is segregated into three subgroups: managers,
engineers and technicians, and sales representatives and buyers. Managers
consist of mid and upper-level management personnel who constitute a more
affluent subgroup and represent the greatest market opportunity for full service
or luxury hotels. Managers meet with and entertain clients or associates 
<PAGE>

MARKET ANALYSIS                                                            II-20
- --------------------------------------------------------------------------------

in their hotel and are sensitive to the quality of facilities and services
provided. They are looking for those accommodations which are comfortable and
close to their business destination. Managers tend to be less price sensitive,
travel on expense accounts, and constitute a potential source of valuable
recurring patronage.

Engineers and technicians constitute a market subgroup characterized by a
somewhat greater price sensitivity. However, because of the nature of their
travel, this subgroup tends to have a longer length of stay in area hotels and
are historically more responsible for the area's level of single commercial
occupancy. These travelers utilize their hotels as a second home, thereby
requiring good working conditions in their rooms and extensive food and beverage
facilities.

Sales representatives and buyers constitute the third market subgroup. This
subgroup is characterized by greater price sensitivity and a shorter duration of
stay in the area. Most are traveling on more restrictive expense budgets and
utilize auto transportation. However, these travelers are a lucrative market
source for food and beverage operations since they frequently entertain their
customers in their hotel.

Commercial demand in the market is relatively steady throughout the year. Normal
slack periods are experienced during holidays. As is typical of most hotel
markets, commercial demand occurs primarily on a Monday through Thursday basis.

      Groups and Conventions

Group/convention demand includes tour groups, corporate meetings and
conventions. Convention activity is concentrated in downtown Austin at the
Convention Center. Convention delegate counts increased significantly in 1992
with the opening of the Convention Center. The convention segment is
characterized by the need for large meeting, banquet and exhibit space, access
to recreation, entertainment and shopping facilities, and efficient registration
and check-out procedures. Growth within this segment is impacted by the
availability of hotels with extensive meeting space.

Corporate meetings include sales meetings, seminars, training sessions, regular
business meetings and executive conferences. Peak periods of group demand
usually occur Monday through Thursday during the fall, winter and spring months;
however, fluctuations between weekdays and weekends are less pronounced than for
the commercial market as some groups prefer to meet on the weekends. This
segment requires first-class accommodations, proximity to transportation
facilities, quality meeting space and banquet facilities, and a hotel staff
adequately trained to deliver efficient meeting coordination. Growth in this
market parallels the growth in commercial demand and is closely related to the
activity in the local economy.

      Tourist/Transient

Typically, tourists are families and couples visiting Austin for a weekend or
extended weekend, visiting students or during special events such as a
University of Texas football game. This demand is greatest during the summer
months and lowest during the winter holiday season.
<PAGE>

MARKET ANALYSIS                                                            II-21
- --------------------------------------------------------------------------------

As a tourist destination, Austin has great appeal within the Texas market. It
has a reputation as the "third coast" music and entertainment center, it is the
gateway to the Texas hill country, is the home of the University of Texas and
its Sixth Street entertainment district is well known around the state. This is
the only segment that experienced an increase over the period studied, at 1.0%
compounded annually.

FUTURE DEMAND

As illustrated in the table, the combined competitive market experienced little
overall demand growth from 1992 to 1996. When estimating future demand growth,
it is important to understand the historic operating strength of the market and
the local and national economic trends. Assuming the Austin economy will not
undergo unexpected or drastic changes, and based on the aforementioned data,
historic performance and hotels' projected future occupancies, we estimated the
growth rate of each demand segment for the next 10 years as follows:

    =======================================================================
                ESTIMATED DEMAND GROWTH RATE - COMPETITIVE MARKET
    -----------------------------------------------------------------------
        Year           I.B.T.         Group/Convention    Tourist/Leisure
    -----------------------------------------------------------------------
         1997            6.0%                1.0%               4.0%

         1998           (3.0)%               0.0%               0.0%

         1999            8.0%                4.0%               5.0%

         2000            -4.0%               1.0%               -4.0%

         2001            7.0%                2.0%               4.0%

         2002            -6.0%               0.0%               1.0%
    =======================================================================

Demand growth in the Austin market runs basically on a positive-negative cycle
due to the significant demand growth that occurs in odd years during legislative
sessions. This is reflected in our growth rates in the previous chart. The
I.B.T. segment experienced the greatest impact of these cycles. It is
interesting to note that the Tourist/Leisure segment also experiences the
odd-year impact, due to lobbyists that stay through the weekend for leisure
activities, and Texas tourists interested in seeing the State Capital in action.
The growth rates also take into account the availability of new rooms in the
market, due to the renovation/reopening of the Stephen F. Austin Hotel.

Reconciliation of Future Supply and Demand

Reconciling the assumptions in market demand growth and impact of prospective
supply discussed in the previous sections of this report, the resulting
estimated market demand and occupancy are illustrated in the following table.
<PAGE>

MARKET ANALYSIS                                                            II-22
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
==============================================================================================
                    ESTIMATED FUTURE MARKET SUPPLY AND DEMAND
                                  AUSTIN, TEXAS
- ----------------------------------------------------------------------------------------------
                            Occupied Room Nights (1)              Available Room    Estimated
                                                                     Nights           Market
    Year     ---------------------------------------------------------------------  Occupancy 
              I.B.T.     Group/     Leisure/    Total     %        Total      %        (2)
                       Convention   Tourist             Change             Change
- ----------------------------------------------------------------------------------------------

<C>          <C>         <C>        <C>        <C>        <C>     <C>        <C>       <C>
1997         204,900     165,900    111,900    482,700    3.8%    627,435    ---       77%

1998         198,800     165,900    111,900    476,600   -1.3%    671,780    7.1%      71%

1999         214,700     172,500    117,500    504,700    5.9%    693,500    3.2%      73%

2000         206,100     174,300    112,800    493,200   -2.3%    693,500    0.0%      71%

2001         220,500     177,800    117,300    515,600    4.5%    693,500    0.0%      74%

2002         207,300     177,800    118,500    503,600   -2.3%    693,500    0.0%      73%

2003(3)      221,800     181,300    123,300    526,400    4.5%    693,500    0.0%      76%
- ----------------------------------------------------------------------------------------------
(1)     Rounded to the nearest hundreds.
(2)     Rounded to the nearest whole percent.
(3)     Stabilized market occupancy level.
==============================================================================================
</TABLE>

National historical hotel market dynamics suggest that when market occupancy
levels reach the mid to upper 70's, and when market average rate growth is
evidenced, additional hotel development is likely to occur thus inhibiting
market occupancy level to increase beyond a certain point. In addition, timing
demand relative to hotel guest room capacity will also pressure market occupancy
from exceeding certain levels. We also recognize the changing patterns of
occupancy caused by the effect that the state legislature has on the market in
odd years.

PROJECTED FUTURE MARKET PERFORMANCE OF THE SUBJECT

Over the past five years, the subject has achieved an occupancy levels from
74.6% to 79.4%, with an average of approximately 76%. The property is at
approximately 80.6% (trailing 12-months through August 1997) and anticipates
ending 1997 at 81%. As previously discussed, occupancy levels for the market
fluctuate from year to year because of the pronounced effect the state
legislature has on occupancies during odd years, when it is in session. However,
occupancies for the subject tend to fluctuate less than market occupancies, and
as time passes, theses fluctuations are anticipated to become less pronounced.

The reopening of the Stephen F. Austin Hotel is expected to have an effect on
market occupancy in 1999, as the market absorbs these additional rooms into its
inventory, and the Stephen F. Austin's luxury orientation will make it
competitive with the subject hotel. However, the subject is well established,
and has a good reputation in the Austin market, and we expect that it will be
less affected by these external factors than the market will as a whole.
Instead, we feel that the addition of a 
<PAGE>

MARKET ANALYSIS                                                            II-23
- --------------------------------------------------------------------------------

luxury property in the downtown area will enable the subject to increase its
average rate due to the addition of a critical mass of higher quality hotel
rooms in the downtown area. Based on this, we have estimated occupancy levels
for the subject. They are as follows:

                  ============================================
                            ESTIMATED OCCUPANCY RATES
                  --------------------------------------------
                        Fiscal Years:          Occupancy
                  --------------------------------------------
                          1997/1998              80.0%
                     
                          1998/1999              78.0%
                     
                          1999/2000              75.0%
                     
                          2000/2001*             77.0%
                 
                  Note: fiscal years assumed through September 
                        of each year.
                  *stabilized occupancy level.
                  ============================================

We anticipate that the subject will achieve a stabilized occupancy of 77% in its
fourth (fiscal) year of our projection period.

Average Daily Rate

The market average daily rate (ADR) for the primary competitive supply ended
1996 at $107, which represents a 7.9% compound annual increase since 1992. The
subject's average rate was $145.92 in 1996, and $166.05 for the previous
12-month period through August 1997. Average daily rates for the subject are
summarized in the table that follows.

                    ----------------------------------------
                              FOUR SEASONS AUSTIN
                       HISTORICAL AVERAGE DAILY ROOM RATE
                    ----------------------------------------
                       Year           ADR         % Change
                       1992         $115.66          --
                       1993         $119.96         3.7%
                       1994         $132.85         10.7%
                       1995         $145.92         9.8%
                       1996         $158.16         8.4%
                    ----------------------------------------
                    C.A.C.                          8.7%
                    ----------------------------------------

As can be seen, the subject hotel has experienced rate increases far above
normal inflationary levels. This is due to capacity constraints in the market
that have put upward pressure on rates during peak weekday periods and during
special events, as well as the desirability of the subject facility. According
to the general manager, they intend to increase rates for their corporate
contract accounts in 1998. Therefore, we expect that rates at the subject hotel
will continue to increase above inflationary levels throughout the period
studied and have anticipated real rate increases.
<PAGE>

MARKET ANALYSIS                                                            II-24
- --------------------------------------------------------------------------------

Examining the average rates achieved by the individual market segments, along
with comparisons of rates achieved by the competitive supply, and taking into
account the effect that the State Legislature has on occupancies during odd
years, we have estimated ADR to be $168.50 in 1998, $169.00 in 1999, $169.50 in
2000 and stabilize at $170.00 in 2000. These rates are estimated in 1997
dollars. We have given the subject hotel a rate premium above normal
inflationary increases due to the scheduled rate increases discussed earlier.

      Underlying Inflation Assumption

An integral part of this analysis is the assumption as to the future expectancy
of general inflation, and the resulting impact on revenues and operating
expenses. Once this assumption has been established, the impact of real rate
increases, or escalations which are not expected to keep pace with inflation can
be addressed on an individual basis. Data considered in estimating the
underlying inflation rate is summarized in the following chart:

- --------------------------------------------------------------------------------
                               ECONOMIC INDICATORS
- --------------------------------------------------------------------------------
Investment Criteria-Hotels (1)
- --------------------------------------------------------------------------------
    Average Growth Rates       1996     1995     1994     1992     1990     1988

    Revenues                   4.0%     3.9%     3.9%     3.8%     4.8%     4.4%

    Expenses                   3.3%     3.4%     3.7%     3.6%     4.7%     4.3%
- --------------------------------------------------------------------------------
Economy Limited Service Hotel Markets (2)
- --------------------------------------------------------------------------------
    Current Quarter            Avg.     Low       High
    Average Daily Rate Change  4.20%    3.0%     10.0%
    Operating Expense Change   3.64%    2.0%      6.0%
- --------------------------------------------------------------------------------
National Full-Service Hotel Market (2)
- --------------------------------------------------------------------------------
    Current Quarter            Avg.     Low       High
    Average Daily Rate Change  4.47%    2.0%     10.0%
    Operating Expense Change   3.50%    2.0%      5.0%
- --------------------------------------------------------------------------------
Cash Flow Projections - Hotels           Revenues         Expenses         NOI
- --------------------------------------------------------------------------------
    Growth Rates (1997 returns)(1)         4.0%             3.3%           7.4%
    Growth Rates (1997 returns)(3)         3.6%             3.1%           NAV
    DCF Parameters (4)                     3.5%             3.4%           NAV
- --------------------------------------------------------------------------------
Economic Indicators            1996     1995     1994      1993    1992     1991
- --------------------------------------------------------------------------------
     Real GDP (5)              2.2%     2.0%     3.5%      3.1%    2.3%    -0.6%
     Consumer Price Index      2.8%     2.8%     2.6%      3.0%    3.0%     4.2%
     (SADJ) (5)
- --------------------------------------------------------------------------------
Sources:  1. 1997 Hospitality Investment Survey, PKF Consulting
          2. Korpacz Real Estate Investor Survey, Peter F. Korpacz & Associates,
             In. 1st Qtr 1997
          3. Real Estate Report, RERC, Vol. 26, No. 1 - 1997.
          4. Hotel Investment Outlook, Landauer Hospitality Services, 1997
          5. Texas Regional Outlook, John Sharp, Texas Comptroller of Public 
             Accounts,  March 1997 (1996 are projected)
- --------------------------------------------------------------------------------

Of the various indices, we are of the opinion that the most relevant indicators
of the basic inflation rate for the purpose of this report are the revenue and
expense growth rates as reported by PKF Consulting's 1997 Hospitality Investment
Survey, forecast indicators based on investor expectations from the Korpacz Real
Estate Investor Survey, RERC's Real Estate Report, Landauer's Hotel Investment
Outlook, and economic indicators such as the growth in the GDP and CPI. The PKF
<PAGE>

MARKET ANALYSIS                                                            II-25
- --------------------------------------------------------------------------------

Consulting Survey profiled 1,549 transactions in 1996 of which 94.6% were non
R.E.O. The Korpacz forecast surveyed hotel acquisition/management companies,
investment advisors, real estate investment firms, pension fund advisors and
life insurance companies. As noted, it appears that the decline in inflation
during the past few years has also had an effect on hotel investment criteria.
While still a harbinger of inflationary trends, the GNP, CPI, and the PKF
Consulting Survey regarding previous years, reflect a historical number,
released after the fact. As such, it is referenced as support for the investor
expectations provided by Korpacz, RERC and PKF Consulting. As shown, the
expected growth rates for expenses have declined, while revenues have increased.
Increases in revenues corresponds to the direction of interest rates, which
dipped in 1993 to their lowest level in 20 years. With 6.9 cents out of every
dollar going to interest payments versus 14 cents during the hospitality
industry's worst years, hotels are more profitable. Inflation also appears to
decline with respect to the longer term expectations.

Because of the cyclical nature of business trends, we feel that the longer term
historical trends are most appropriate. In general, hotels tend to adapt in
response to changes in costs by raising room rates. It should be noted that
economists differ in their estimates of inflationary pressure in the foreseeable
future, with many predicting continuing annual increases from 2.0% to above
5.0%. While the higher rates could be maintained in the short term, we feel that
a longer term perspective is appropriate, that would encompass both peaks and
dips in inflationary pressures. Considering this, we have utilized an average
inflation rate of 3.0% per annum over the 10 year period.

Aggregating the average rates achieved by the commercial, tourist and group
market segments, along with comparisons of rates achieved by the competitive
supply, we have estimated the following rates shown in both constant and
inflated dollars.

       ------------------------------------------------------------------
                          Estimated Average Room Rates
                            Fiscal Years 1998 - 2007
       ------------------------------------------------------------------

               Year              Constant $1997          $Inflated*

           1997/98(**)              $168.50                $173.50

               1999                 $169.00                $174.00

               1999                 $169.50                $174.50

               2000                 $170.00                $175.00

               2001                 $170.00                $180.25

               2002                 $170.00                $185.75

               2003                 $170.00                $191.25

               2004                 $170.00                $197.00

               2005                 $170.00                $203.00

               2006                 $170.00                $209.00

               2007                 $170.00                $215.25
       ------------------------------------------------------------------
        *  rounded to the nearest 25 cents, inflated at 3.0% annually
        ** Base fiscal year through September, hereinafter referred to 
           as Year 1.
       ------------------------------------------------------------------
<PAGE>

MARKET ANALYSIS                                                            II-26
- --------------------------------------------------------------------------------

MARKET ANALYSIS SUMMARY

Conversion to a fiscal year basis

Our appraisal uses a fiscal year analysis effective October 1, 1997. The
conversion to a fiscal year was calculated by projecting the subject's future
occupancy levels from a calendar year base, then combining the last three months
of 1997 with the first nine months of 1998 for the first fiscal year. Subsequent
years repeated the same process. The inclusion of some of the months in the
legislative years and some in the even numbered years, helped to normalize
occupancy for the subject.

Summary of Occupancy and Average Daily Rate

Based on our foregoing analysis, the following table summarizes our projections
of both occupancy and average daily room rate for the subject Four Seasons hotel
over the next eleven years.

            -------------------------------------------------------
                             ESTIMATED PERFORMANCE
                           FOUR SEASONS HOTEL AUSTIN
            -------------------------------------------------------

              Fiscal Year          Occupancy        Average Daily
                Ending                                 Rate(2)
            -------------------------------------------------------
                 1998                 80%              $173.50
                 1999                 78%              $174.00
                 2000                 75%              $174.50
                 2001                77%(1)            $175.00
                 2002                 77%              $180.25
                 2003                 77%              $185.75
                 2004                 77%              $191.25
                 2005                 77%              $197.00
                 2006                 77%              $203.00
                 2007                 77%              $209.00
                 2008                 77%              $215.25
            -------------------------------------------------------
            (1) Stabilized occupancy
            (2) Presented in stated year (inflated) dollars
            -------------------------------------------------------

While it is possible that the subject property will experience growth in
occupancy and average daily room rates above those estimated in this report, it
is also possible that economic factors will force the property below the
selected point of stability. Consequently, the estimated occupancy and average
daily room rate are representative of the most likely operating potential of the
Four Seasons Hotel over the projected holding period based on our analysis of
the market as of the date of this appraisal. Furthermore, our projections of
annual occupancy and average daily room rate, as outlined in this section of the
report, are predicated on the following assumptions.

      o     the hotel will continue to maintain its current or a comparable
            reservation system;

      o     the hotel will be managed by a competent management team;

      o     management will continue to market the subject actively and maintain
            effective marketing efforts to all demand segments; and

      o     no additional lodging facilities will enter the competitive field
            unless as noted within the body of this report.
<PAGE>

                                  SECTION III

                              HIGHEST AND BEST USE

                                                                          [LOGO]
<PAGE>

HIGHEST AND BEST USE                                                       III-1
- --------------------------------------------------------------------------------

HIGHEST AND BEST USE

The appraisal of real estate always includes a determination of highest and best
use. According to The Appraisal of Real Estate (Tenth Edition), Appraisal
Institute, highest and best use is defined as: "The reasonable and probable use
that supports the highest present value, as defined, as of the effective date of
the appraisal."

In determining highest and best use, there are essentially four criteria that
must be considered. These are the site must be legally permissible, physically
possible, economically feasible, and maximally productive. Each of these
criteria must be satisfied sequentially in order to arrive at a highest and best
use conclusion.

Since the subject is currently improved, it is necessary to consider the highest
and best use of the site as if vacant, in addition to its optimal use as
improved. The highest and best use as if vacant is analyzed first.

HIGHEST AND BEST USE AS IF VACANT

Legally Permissible

Legal restrictions, as they apply to the subject, are private restrictions,
associated with covenants, and the public restrictions of zoning regulations.
There are no known private restrictions affecting title. Common restrictions,
such as utility easements do exist, however, they do not adversely affect the
subject site.

According to the City of Austin, the site is currently zoned CBD and DMU, with
the Austin Greenbelt zoned as P. This would allow for many types of commercial
utilization including a hotel. 

Physically Possible 

The second constraint imposed on the possible use of the site is dictated by the
physical aspects of the site itself, such as size, frontage, topography, and
accessibility. The size and location within a given block are the most important
determinants of value. In general, the larger the site, the greater its
potential to achieve economies of scale and flexibility in development.

The subject is of sufficient size to allow for a number of potential uses.
However, considering the zoning designation, either an office building or hotel
would be considered the most probable use. Based upon these factors, it is our
belief that a hotel represents the most probable use.

Financially Feasible and Maximally Productive

Financial feasibility is based on whether the subject will attain a cash flow of
sufficient quantity, quality, and duration to allow investors to recover the
capital invested and achieve the necessary and expected rate of return. Factors
to be considered are the timing of inflows and outflows of cash, revenues,
costs, debt service, and the proceeds of a sale or refinancing.

As discussed previously, hotel occupancy and average daily room rates in the
market area have 
<PAGE>

HIGHEST AND BEST USE                                                       III-2
- --------------------------------------------------------------------------------

increased, with the subject hotel being the rate leader in the market. Based on
our analysis of existing market conditions, it is our opinion that the highest
and best use of the subject, as vacant, is for hotel development.

HIGHEST AND BEST USE "AS IMPROVED"

The subject is currently improved with a 291-room, hotel. The improvements
contribute significant overall value to the site. Therefore, it is our opinion
that there is no alternative, legal use that could economically justify the
demolition and/or restructuring of the existing improvements at this time. As a
result, it is our opinion that the highest and best use of the subject, as
improved, is its current use.
<PAGE>

                                   SECTION IV

                                    VALUATION

                                                                          [LOGO]
<PAGE>

VALUATION                                                                   IV-1
- --------------------------------------------------------------------------------

VALUATION METHODOLOGY

To arrive at an estimate of market value for the given property, special
attention must be given to the typical purchaser who would be interested in that
particular type of property. Market value is the most probable sales price which
a property will bring, and this price depends upon the typical purchaser's
reaction to the various supply and demand factors which affect the property
being appraised. Of particular importance are the surrounding properties that
are in competition with the subject hotel. All of this information must be
derived from the market.

Considering the above framework, the appraisal process is basically an economic
analysis. It consists of an orderly approach by which the problem is defined,
then data are acquired, classified, analyzed and interpreted into an estimate of
value. These approaches are the Cost Approach, the Income Approach and the Sales
Comparison Approach. Regardless of the approach being utilized, the data under
consideration are taken from the market in one form or another. Whether or not
all three approaches to value are used in the valuation of a particular property
depends upon the individual situation. In the event that more than one approach
is utilized, the value estimates arrived at from the different approaches are
correlated into a single value estimate considered to be the most appropriate
for the subject property. The following is a brief discussion of each approach
and its application.

      Income Approach

The Income Approach to value is predicated upon a definite relationship between
the amount of income a property will earn and its value. Although all of the
appraisal principles are involved in this approach, the principle of
anticipation is particularly applicable. The Income Approach is an appraisal
technique in which the anticipated annual net income of the subject property is
processed in order to arrive at an indication of value. This process is called
capitalization and it involves multiplying the annual net income by a factor or
dividing it by a rate which weighs such consideration as risk, time, return on
investment, and return of investment. The appropriateness of this rate or factor
is critical and there are a number of techniques by which it may be developed.
The net income attributable to the subject property is estimated by subtracting
expenses from the property's annual potential gross income. All of these figures
are derived from the market comparison of properties similar to the subject. The
reliability of the Income Approach is based upon a number of considerations.
These considerations include the reliability of the estimate of income and
expenses, the duration of the net annual income, the capitalization rate or
factor used, and the method of capitalization used. The weakness of this
approach lies in the estimation of income and expenses and the fact that not all
properties are suitable for this technique. The strength of this approach is
that it reflects typical investor considerations as they analyze
income-producing properties.

      Sales Comparison Approach

The Sales Comparison Approach to value relies heavily upon the principles of
substitution. A comparative analysis between the subject and similar properties
that have been sold can often provide an indication of market behavior and
response to the subject. The sales are compared to the subject and adjustments
for differences in location, time, terms of sale, or physical characteristics
<PAGE>

VALUATION                                                                   IV-2
- --------------------------------------------------------------------------------

can be made using the subject as the standard of comparison. Most types of
properties which are bought and sold can be analyzed using "common denominators"
such as the sales price per unit of comparison. The reliability of the Sales
Comparison Approach to value depends to a large extent upon the degree of
comparability between the sales and the subject. The major strengths of this
approach include the reflection of actual market transactions and the fact the
normal "common denominators" tend to be fairly easily determined. The potential
weaknesses of this approach arise from the fact that the data are historical and
the "ideal" comparables are usually very difficult to obtain.

      Cost Approach

The Cost Approach to value is based upon the premise that a prudent buyer will
pay no more for a property than it would cost to reproduce a substitute property
with the same utility. The Cost Approach is a method in which the value of a
property is developed by estimating the replacement cost, or reproduction cost
new, of the subject improvements, deducting the estimated depreciation from all
sources, and then adding this depreciated reproduction cost of the improvements
to the site value. The site value is based upon a vacant site being utilized to
its highest and best use. Generally speaking, the site value is estimated via
the Sales Comparison Approach. Replacement cost or reproduction cost new can be
derived from reliable cost manuals and/or from interviews with reputable local
contractors as well as actual cost data from comparable developments.

Depreciation can be from physical, functional, or economic causes. Depreciation
can be observed from revenue loss or based upon a cost-to-cure analysis. In all
cases, information concerning depreciation is developed from the market by
observing comparable properties.

Specific application of the various approaches to value are demonstrated in
their respective sections in this report.

      Valuation

To derive a value estimate for the subject property, we have used the Income and
Sales Comparison approaches to value. These approaches require an extensive
investigation of appropriate market data. The market data obtained has been
developed and analyzed in the respective approaches to provide an indication of
the market value of the fee simple interest in the subject property. We did not
utilize the Cost Approach to value due to the age of the improvements, and the
degree of subjectivity that would be needed to estimate depreciation and
obsolescence. The two approaches to value utilized are developed concurrently
and incorporate various findings and conclusions of each other. Our analysis and
conclusions via each approach are presented in their respective sections of this
report.
<PAGE>

VALUATION                                                                   IV-3
- --------------------------------------------------------------------------------

INCOME APPROACH

Basis of Estimations

On the basis of our evaluation of market findings relative to the indicated
existing and potential demand for the subject Four Seasons Hotel, we have
prepared schedules of estimated operating results which will likely be generated
by the subject.

We have utilized the historic performance of the subject hotel, as well as
composite averages of 1996 year-end operations of hotels located throughout the
US as compiled from our in-house data bank, and further utilized in PKF
Consulting's annual Trends in the Hotel Industry for comparison purposes. The
specific comparable properties were selected based on the chain affiliation (for
an indication of quality level), location, number of available rooms, occupancy
level and average daily room rate. These statements, presented in constant 1997
dollars (restated at a 3.0% inflation rate if based on 1996 data), have been
given to us on a voluntary basis and have not been audited by PKF Consulting.
Although we believe the data to be accurate, we express no opinion as to the
reliability of this financial information. In order to protect the
confidentiality of the sample, these financial statements for comparable
properties are aggregated and summarized on the following pages, after a
presentation of the historic performance of the subject property.

o     Historic Financials: The first set is the historic performance of the
      subject property from 1993 as well as the property's projected 1997
      year-end statement. Management anticipates ending calendar year 1997 at a
      81.09% occupancy and $168.59 average daily rate ($136.71 RevPAR, which
      compares to the stabilized RevPAR of $130.90). The historic information
      for the subject was afforded the most weight in our analysis. Since the
      subject property was purchased by the current owners in 1994, and the
      subject's operating performance has improved dramatically since that time,
      we afforded the least emphasis to the 1993 revenues and expenses. We were
      also able to compare management's estimates of 1997 year end performance
      with the property's performance for the prior 12-month period through
      August 1997, which is presented in the Sales Comparison approach section
      of this report.

o     Sample Group 1: Our financial comparables include aggregate averages for a
      sample group of six, full service, upscale hotels. The average room count
      for the sample is 289. This group experienced an average rate of
      approximately $157.46, in 1996 constant dollars. Inflated at a 3.0% rate,
      the ADR was $162.19. The average occupancy level was 77.92%. This results
      in revenue per available room (RevPAR) of $126.38. This sample provided a
      check for reasonableness regarding operating ratios achievable at the
      subject based on our estimates of future operating performance.

o     Sample Group 2: The second sample group was an aggregation of six full
      service hotels located either downtown Austin or just outside of the
      downtown Austin area. While both average rate and occupancy, as well as
      service levels are below that of the subject, this information was useful
      in comparing payroll information, energy costs relative to the local
      climate, property taxes per available room and food and beverage
      utilizations. This sample 
<PAGE>

VALUATION                                                                   IV-4
- --------------------------------------------------------------------------------

      averaged 306 rooms, with a 75.13% occupancy and $95.32 average daily rate.
      This results in a RevPAR of $71.61.

We estimated revenues and expenses based upon the market analysis described
herein, the historic performance of the subject over the past four years
(including the previous 12-month period through August 1997), and the two sets
of comparable properties described previously. We then incorporated such
estimates with assumptions we have made regarding inflation and market
penetration rates to generate the estimated annual operating results presented
at the end of this section. Our estimates are for the (fiscal) years beginning
October 1997 to September 1998, through September 2009.

The classification of income and expenses in the statements presented in this
report follows the Uniform System of Accounts for Hotels, recommended by the
American Hotel & Motel Association. This accounting system is in general use by
hotels throughout the United States. In conformity with this system of
classification, only direct expenses are charged to operating departments of the
hotel. The general overhead items which are applicable to the operations as a
whole are classified as deductions from income and include administrative and
general expenses, marketing, energy costs, and property operations and
maintenance.
<PAGE>

VALUATION                                                                   IV-5
- --------------------------------------------------------------------------------

HISTORIC PERFORMANCE - FOUR SEASONS HOTEL AUSTIN

<TABLE>
<CAPTION>
                                                                                                               Forecast
                          1993                 1994                 1995                1996                1997
Departmental Sales       Amount       %       Amount       %       Amount      %       Amount      %       Amount       %
                       ----------------------------------------------------------------------------------------------------
<S>                     <C>          <C>    <C>           <C>    <C>          <C>    <C>          <C>     <C>         <C>  
Rooms                   9,778,900    58.2%  10,593,000    57.0%  12,350,100   58.2%  12,893,700   58.2%   14,518,300  57.4%
Food                    4,716,400    48.2%   5,313,800    50.2%   5,803,000   47.0%   6,014,000   46.6%    7,046,500  48.5%
Beverage                1,253,700    26.6%   1,320,600    24.9%   1,465,600   25.3%   1,508,500   25.1%    1,737,200  24.7%
Telephone                 439,200     4.5%     444,400     4.2%     517,600    4.2%     652,100    5.1%            0   0.0%
Minor Operated            602,000     6.2%     910,500     8.6%   1,070,300    8.7%   1,034,500    8.0%    1,980,700  13.6%
Rentals and Other          12,700     0.1%      12,700     0.1%      12,700    0.1%      34,700    0.3%            0   0.0%
                       ----------------------------------------------------------------------------------------------------
    Total Revenue      16,802,900   100.0%  18,595,000   100.0%  21,219,300  100.0%  22,137,500  100.0%   25,282,400 100.0%

Departmental Costs
Rooms                   2,694,400    27.6%   2,908,000    27.5%   3,287,700   26.6%   3,342,200   25.9%    3,721,600  25.6%
Food & Beverage         4,982,600    83.5%   5,356,300    80.7%   5,748,900   79.1%   5,868,500   78.0%    6,490,400  73.9%
Telephone                 292,400    66.6%     282,200    63.5%     345,200   66.7%     316,700   48.6%            0   0.0%
Minor Operated            556,100    92.4%     754,400    82.9%     823,400   76.9%     728,300   70.4%    1,122,300  56.7%
                       ----------------------------------------------------------------------------------------------------
   Total Expenses       8,525,500    50.7%   9,300,900    50.0%   9,661,800   48.1%  10,255,700   46.3%   11,334,300  44.8%

Gross Op. Income        8,277,400    49.3%   9,294,100    50.0%  11,014,200   51.9%  11,881,800   53.7%   13,948,100  55.2%

Unallocated Costs
Admin. & Gen.           1,674,600    10.0%   1,776,400     9.6%   1,770,600    8.3%   1,886,800    8.5%    1,985,100   7.9%
Marketing                 868,800     5.2%     882,500     4.7%   1,063,200    5.0%   1,007,600    4.6%    1,039,500   4.1%
POM                       877,100     5.2%     867,800     4.7%     945,800    4.5%     959,200    4.3%    1,028,900   4.1%
Energy                    676,700     4.0%     659,500     3.5%     637,300    3.0%     626,400    2.8%      676,500   2.7%
                       ----------------------------------------------------------------------------------------------------
Total Unallocated       4,097,200    24.4%   4,186,200    22.5%   4,416,900   20.8%   4,480,000   20.2%    4,730,000  18.7%

Inc. Before Fixed       4,180,200    24.9%   5,107,900    27.5%   6,507,300   31.1%   7,401,800   33.4%    9,218,100  36.5%
Fixed/Other Costs
Management Fee            503,700     3.0%     498,300     2.7%     459,200    2.2%     479,300    2.2%      851,500   3.4%
Prop.Taxes/Insurance      897,900     5.3%     889,700     4.8%     835,000    3.9%     923,200    4.2%      976,300   3.9%
Incentive Fees(1)         265,900     1.6%     316,200     1.7%     139,000    0.7%     206,200    0.9%            0   0.0%
                       ----------------------------------------------------------------------------------------------------
     Total Fixed        1,667,500     9.9%   1,704,200     9.2%   1,433,200    6.8%   1,608,700    7.3%    1,827,800   7.2%
Rent                      184,800     1.1%     181,400     1.0%     182,300    0.9%     183,100    0.8%      188,300   0.7%
Net Operating Inc.      2,327,900    13.9%   3,222,300    17.3%   4,981,800   23.5%   5,610,000   25.3%    7,202,000  28.5%
                       ====================================================================================================

Note: Percentages are of total sales except for departmental expenses, which are a percentage of departmental sales.
(1) Incentive fee included in Management Fee in Forecast 1997 totals.

Total Rooms                           292                  292                 292                 291                 291
Occupancy                           77.10%               74.80%              79.40%              76.50%              81.09%
ADR                                $118.96              $132.85             $145.92             $158.16             $168.59
</TABLE>

                        Source: Four Seasons Hotel Austin
<PAGE>

VALUATION                                                                   IV-6
- --------------------------------------------------------------------------------

           SAMPLE GROUP 1: COMPARABLE HOTELS AGGREGATED GROUP RESULTS

<TABLE>
<CAPTION>
                                            Inflated
Departmental Sales                         1997 Amount      Percent   Per Available Room/Year
                                         ----------------------------------------------------
<S>                                        <C>                <C>                   <C>    
Rooms                                      $79,876,615        57.5%                 $46,125
Food and Beverage                           48,361,802        60.5%                  27,927
Telephone                                    4,104,207         5.1%                   2,370
Minor Operated                               3,996,964         5.0%                   2,308
Rentals and Other                            2,673,079         3.3%                   1,544
                                         ----------------------------------------------------
      Total Revenue                        139,012,667       100.0%                  80,274

Departmental Expenses
Rooms                                       19,082,348        23.9%                  11,019
Food & Beverage                             33,399,919        69.1%                  19,287
Telephone                                    1,561,010        38.0%                     901
Minor Operated                               3,467,180        86.7%                   2,002
                                         ----------------------------------------------------
       Total Expenses                       57,510,457        41.4%                  33,210

Gross Operating Income                      81,502,210        58.6%                  47,064

Unallocated Expenses
Administrative & General                    11,179,929         8.0%                   6,456
Franchise Fee                                1,150,605         0.8%                     664
Marketing                                    7,818,595         5.6%                   4,515
Property Operations & Maintenance            5,876,754         4.2%                   3,394
Energy                                       4,209,229         3.0%                   2,431
                                         ----------------------------------------------------
       Total Unallocated Expenses           30,235,112        21.8%                  17,459

Income Before Fixed Charges                 51,267,098        36.9%                  29,605
Fixed Charges/Other Expenses
Management Fee                               5,579,647         4.0%                   3,222
Property Taxes                               3,153,871         2.3%                   1,821
Insurance                                      674,699         0.5%                     390
                                         ----------------------------------------------------
       Total Fixed Charges                   9,408,217         6.8%                   5,433

Net Operating Income                       $41,858,881        30.1%                 $24,172
                                         ====================================================
</TABLE>

Note: Percentages are of total sales except for departmental expenses, which are
a percentage of departmental sales.
Total Number of Hotels                                            6
Average Numbers Units Available/Day                             289
Average Percentage of Occupancy                              77.92%
Average ADR Per Occupied Room (1997)                        $162.19

              Source: PKF Consulting/Hospitality Advisory Services
<PAGE>

VALUATION                                                                   IV-7
- --------------------------------------------------------------------------------

           SAMPLE GROUP 2: COMPARABLE HOTELS AGGREGATED GROUP RESULTS

<TABLE>
<CAPTION>
                          (Austin Properties)    Inflated
Departmental Sales                              1997 Amount      Percent  Per Available Room/Year
                                              ---------------------------------------------------
<S>                                             <C>                <C>                  <C>    
Rooms                                           $47,995,257        65.0%                $26,137
Food and Beverage                                20,459,278        42.6%                 11,142
Telephone                                         1,961,458         4.1%                  1,068
Minor Operated                                    1,976,028         4.1%                  1,076
Rentals and Other                                 1,468,748         3.1%                    800
                                              ---------------------------------------------------
     Total Revenue                               73,860,769       100.0%                 40,223

Departmental Expenses
Rooms                                            12,272,713        25.6%                  6,684
Food & Beverage                                  13,996,645        68.4%                  7,622
Telephone                                         1,294,781        66.0%                    705
Minor Operated                                    1,935,615        98.0%                  1,054
                                              ---------------------------------------------------
     Total Expenses                              29,499,754        39.9%                 16,065

Gross Operating Income                           44,361,015        60.1%                 24,158

Unallocated Expenses
Administrative & General                          7,799,763        10.6%                  4,248
Franchise Fee                                       570,208         0.8%                    311
Marketing                                         5,114,356         6.9%                  2,785
Property Operations & Maintenance                 3,497,236         4.7%                  1,905
Energy                                            3,308,036         4.5%                  1,802
Unallocated Expenses                                567,839         0.8%                    309
                                              ---------------------------------------------------
     Total Unallocated Expenses                  20,857,438        28.2%                 11,359

Income Before Fixed Charges                      23,503,577        31.8%                 12,800
Fixed Charges/Other Expenses
Management Fee                                    2,246,372         3.0%                  1,223
Property Taxes                                    2,746,721         3.7%                  1,496
Insurance                                           376,712         0.5%                    205
                                              ---------------------------------------------------
     Total Fixed Charges                          5,369,805         7.3%                  2,924

Net Operating Income                            $18,133,772        24.6%                 $9,875
                                              ===================================================
</TABLE>

Note: Percentages are of total sales except for departmental expenses, which are
a percentage of departmental sales.

Total Number of Hotels                                               6
Average Numbers Units Available/Day                                306
Average Percentage of Occupancy                                 75.13%
Average ADR Per Occupied Room (1997)                            $95.32

              Source: PKF Consulting/Hospitality Advisory Services
<PAGE>

VALUATION                                                                   IV-8
- --------------------------------------------------------------------------------

INCOME AND EXPENSE PROJECTIONS

On the basis of our estimates of the future occupancies and average daily room
rates achievable at the subject hotel, together with our analysis of operating
data from comparable hotels, industry averages and our general knowledge of the
hospitality industry as it relates to Austin, we have prepared a stabilized
income statement. The following is a brief discussion of the reasoning behind
our projections of departmental revenues and expenses, unallocated expenses, and
fixed charges/other expenses.

      Departmental Revenues and Expenses

Room Revenue: - There are two major factors in the computation of the room
revenue figure: the average daily room rate and the projection of an occupancy
curve for the subject. Based on an analysis presented previously in this report,
we have projected rooms revenues based upon a stabilized occupancy of 77% and an
average daily rate of $170.00 (in constant, 1997 dollars).

Room Expense: - Rooms departmental expenses include salaries, wages and related
taxes and benefits from employees in the front office, housekeeping, laundry and
security departments.

Guest supplies such as linens, towels, glasses, ashtrays, shampoo and soap as
well as cleaning supplies and uniforms for personnel are included in rooms
departmental expenses. Travel agent commissions and other miscellaneous expenses
are also included. The following chart reflects the basis for our estimates:

================================================================================
                                         Ratio to Room Sales     Range of Ratios
    Comparable Data Source               ---------------------------------------
                                         Average      Median     Low        High
- --------------------------------------------------------------------------------
Subject Historic (1993 - 1997 forecast)   26.4%        26.3%     25.1%     27.6%
Subject 12-Mo. through August 1997                          25.1%
Sample Group 1                            23.9%        23.6%     20.2%     28.8%
Sample Group 2 (Austin sample)            25.5%        25.8%     21.6%     30.0%
Subject Estimate (stabilized)                               25.4%
================================================================================

While the subject's estimate is slightly higher than its previous 12-month
performance, it is 0.5% lower than management's forecast for year end 1997. In
addition, it is within the ranges indicated by the sample groups.

Food and Beverage Revenue: The Four Seasons has a very popular restaurant and
bar, as well as a strong banquet/catering business. We have estimated revenues
as follows:
<PAGE>

VALUATION                                                                   IV-9
- --------------------------------------------------------------------------------

================================================================================
                                       F&B Ratio to Room Sales   Range of Ratios
      Comparable Data Source           -----------------------------------------
                                          Average   Median          Low     High
- --------------------------------------------------------------------------------
Subject Historic (1993 - 1997 forecast)    60.2%     60.1%         58.3%   62.6%

Subject 12-Mo. through August 1997                          59.7%

Sample Group 1                             58.5%     60.9%         28.5%   82.2%

Sample Group 2 (Austin sample)             39.5%     36.5%         25.9%   58.3%

Subject Estimate (stabilized)                               60.0%
================================================================================

Food and Beverage Expense: Food and beverage expense includes the cost of food
and beverage consumed and other typical expenses incurred in the operation of
the department. It also accounts for salaries and wages, associated employee
benefits, china, glassware, tableware, linen, contract cleaning, kitchen fuel
and laundry for the food and beverage operation. The following reflects the
basis for our projections.

================================================================================
                                       F&B Ratio to F&B Sales    Range of Ratios
      Comparable Data Source           -----------------------------------------
                                          Average   Median          Low     High
- --------------------------------------------------------------------------------
Subject Historic (1993 - 1997 forecast)    78.2%     78.6%         73.8%   83.5%

Subject 12-Mo. through August 1997                          73.8%

Sample Group 1                             82.4%     80.8%         70.1%  103.4%

Sample Group 2 (Austin sample)             77.4%     81.0%         64.0%   85.7%

Subject Estimate (stabilized)                               75.5%
================================================================================

Telephone Revenue - Telephone revenues, generated by both local and long
distance calls were estimated based on the following:

<TABLE>
<CAPTION>
===============================================================================================
                                     Ratio to Room Sales   Range of Ratios  $ Per Occ. Room
      Comparable Data Source         ----------------------------------------------------------
                                       Average  Median      Low      High   Average      Median
- -----------------------------------------------------------------------------------------------
<S>                                       <C>    <C>  <C>   <C>      <C>     <C>   <C>   <C>  
Subject Historic (1993-1997 forecast)     4.6%   4.2%       4.2%     5.1%    $6.70       $5.57

Subject 12-Mo. through August 1997                    5.1%                         8.49

Sample Group 1                            5.0%   4.8%       2.9%     7.9%    4.59        14.12

Sample Group 2                            4.0%   3.8%       3.1%     5.1%    3.97         3.29

Subject Estimate (stabilized)                         5.0%                         8.50
================================================================================================
</TABLE>
<PAGE>

VALUATION                                                                  IV-10
- --------------------------------------------------------------------------------

Telephone Expenses - We have assumed telephone expenses to continue at their
current rate, which has been improving over the past several years. The
property's lowest ratio occurred in 1996 at 48.6% of telephone sales. A
comparison of the comparables follows. The subject is in line with the mean and
median of the comparable sets.

================================================================================
                                     Ratio to Telephone Sales   Range of Ratios

        Comparable Data Source       -------------------------------------------
                                        Average      Median        Low      High
- --------------------------------------------------------------------------------
Subject Historic (1993-1997 forecast)    59.1%       63.5%        48.6%    66.7%

Subject 12-Mo. through August 1997                         50.4%

Sample Group 1                           40.6%       42.2%        25.1%    53.3%

Sample Group 2 (Austin set)              70.0%       64.1%        48.6%   110.1%

Subject Estimate (stabilized)                              50.4%
================================================================================

It should be noted regarding the comparables that telephone profitability may
vary dramatically with the age of the equipment, the type of system, in-house
accounting allocations and whether or not the property charges for local calls.
As noted, our estimate falls within the range of the comparables.

Minor Operated Departments (MOD) - Included in this department are revenues and
expenses associated primarily with the valet/guest laundry, mini bars, safe
rentals, movie sales, vending and game commissions, the gift shop, health club,
garage and miscellaneous sales. A comparison with industry averages is difficult
since this revenue item is tied to the amenities offered at the property. As
such, we have relied on the historic performance of the subject as follows.

<TABLE>
<CAPTION>
===================================================================================================
                                      Ratio to Room Sales   Range of Ratios    $ Per Avail. Room
        Comparable Data Source        -------------------------------------------------------------
                                      Average   Median      Low       High   Average  Median  High
- ---------------------------------------------------------------------------------------------------
<S>                                     <C>      <C> <C>    <C>      <C>      <C>      <C>    <C>  
Subject Historic (1993-1997 forecast)   8.9%     8.5%       6.2%     13.6%    3,886    3,610  6,807

Subject 12-Mo. through August 1997                   8.4%                             4,111

Sample Group 1                          5.0%     5.7%       1.7%      7.5%    2,323    2,371  3,922

Sample Group 2                          3.6%     4.3%       0.6%      5.9%    1,074     970   2,710

Subject Estimate (stabilized)                        8.4%                             4,000
===================================================================================================
</TABLE>

Expenses in this department for the subject averaged 73.1%, with a median of
73.7%. Most recently, however, the property was at 59.6% through August 1997,
and anticipates ending 1997 at 56.7%. It should be noted that the hotel has
acquired land for parking that will no longer be an expense to them. As such, we
have assumed the lower expense as reasonable.
<PAGE>

VALUATION                                                                  IV-11
- --------------------------------------------------------------------------------

Rentals and Other Income (net). Rentals and Other Income includes revenue
derived from leased space as well as income from sources not included in the
previously mentioned departments. For the subject, this includes several retail
shops. Our estimate relies most heavily on actual recent performance, and is
based on the following information:

<TABLE>
<CAPTION>
====================================================================================================

                                      Ratio to Room Sales   Range of Ratios    $ Per Avail. Room
       Comparable Data Source         --------------------------------------------------------------
                                      Average   Median      Low       High   Average   Median  High
- ----------------------------------------------------------------------------------------------------
<S>                                     <C>      <C> <C>    <C>       <C>       <C>    <C>     <C>
Subject Historic (1993-1997 forecast)   0.2%     0.1%       0.1%      0.3%      62       43     119

Subject 12-Mo. through August 1997                   NAV                               NAV

Sample Group 1                          3.1%     1.1%       0.5%     11.1%    1,558      562   5,972

Sample Group 2                          3.5%     1.6%       0.3%     11.2%     850       656   2,232

Subject Estimate (stabilized)                        0.3%                              120
====================================================================================================
</TABLE>

Again, it is difficult to compare to other facilities, since the amount of
rental space can vary significantly.

     Undistributed Operating Expenses

Administrative and General Expenses - Expenses in this category include those
for the administrative staff salaries and related costs, credit card
commissions, data processing, general and liability insurance, administrative
telephone expenses, postage, provision for doubtful accounts, legal fees,
association dues and other items normally associated with this classification.

<TABLE>
<CAPTION>
==================================================================================================
                                      Ratio to Total Sales  Range of Ratios    $ Per Avail. Room
       Comparable Data Source         ------------------------------------------------------------
                                      Average   Median      Low        High  Average       Median
- --------------------------------------------------------------------------------------------------
<S>                                     <C>      <C>  <C>   <C>       <C>     <C>    <C>    <C>  
Subject Historic (1993-1997 forecast)   8.7%     8.4%       7.9%      10.0%   6,309         6,284

Subject 12-Mo. through August 1997                    7.9%                           6,666

Sample Group 1                          8.5%     7.4%       6.2%      14.1%   6,475         6,516

Sample Group 2                         11.1%     9.9%       9.2%      14.9%   4,303         3,993

Subject Estimate (stabilized)                         8.2%                           6,766
===================================================================================================
</TABLE>

While the subject's estimate is lower than the average and median of its
historic performance, it is slightly higher than its most recent expense.

Marketing - Marketing expenses reflect the level of expenditure we believe will
be necessary to properly promote the subject position in the market and to
attain the projected operating results. In addition to salaries, wages and
benefits, marketing expenses include advertising and promotional costs, internal
merchandising costs, association dues, telephone and postage costs and other
items 
<PAGE>

VALUATION                                                                  IV-12
- --------------------------------------------------------------------------------

normally associated with the operation of the marketing department.

<TABLE>
<CAPTION>
===================================================================================================
                                       Ratio to Total Sales  Range of Ratios    $ Per Avail. Room
        Comparable Data Source         ------------------------------------------------------------
                                        Average  Median      Low      High     Average       Median
- ---------------------------------------------------------------------------------------------------
<S>                                       <C>     <C>  <C>   <C>      <C>       <C>   <C>    <C>  
Subject Historic (1993-1997 forecast)     4.6%    4.6%       4.1%     5.2%      3,384        3,517

Subject 12-Mo. through August 1997                     4.3%                            3,632

Sample Group 1                            5.7%    5.4%       4.6%     7.7%      4,521        4,420

Sample Group 2                            7.5%    6.5%       3.7%     12.0%     2,736        2,567

Subject Estimate (stabilized)                          4.5%                            3,729
===================================================================================================
</TABLE>

The Four Seasons does not pay franchise fees, which was not true of some of the
properties in the two sample groups. The property is subject to a royalty fee,
fees for corporate sales and marketing services, as well as advertising and
reservation fees. The subject is well established in the Austin market, and has
no other main competitor in its rate category. As such, we have relied most
heavily on the historic performance of the property.

Property Operations and Maintenance - Property operations and maintenance
expenditures include payroll and related taxes and benefits, costs for
preventative maintenance and repairs to mechanical equipment, painting and
decorating, grounds maintenance and the supplies necessary to operate this
department.

<TABLE>
<CAPTION>
===================================================================================================
                                       Ratio to Total Sales  Range of Ratios   $ Per Avail. Room
        Comparable Data Source         ------------------------------------------------------------
                                        Average  Median      Low      High     Average       Median
- ---------------------------------------------------------------------------------------------------
<S>                                       <C>     <C>  <C>   <C>      <C>       <C>   <C>    <C>  
Subject Historic (1993-1997 forecast)     4.5%    4.4%       4.1%     5.2%      3,271        3,288

Subject 12-Mo. through August 1997                     4.2%                           3,578

Sample Group 1                            4.4%    4.1%       3.5%     5.7%      3,404        3,397

Sample Group 2                            4.8%    4.8%       4.3%     5.7%      1,921        1,758

Subject Estimate (stabilized)                          4.4%                           3,636
===================================================================================================
</TABLE>

Energy - Energy costs to operate the subject hotel have been estimated on the
basis of historic performance, supported by average expenditures at comparable
properties. Energy costs for hotels are typically estimated on a cost per
available room, due to the existence of corridors and public areas which require
heating or air conditioning at all times. We have estimated energy costs to be
$2,300 per available room, based on the following:
<PAGE>

VALUATION                                                                  IV-13
- --------------------------------------------------------------------------------

================================================================================
                                                  $ Per Available Room
      Comparable Data Source           -----------------------------------------
                                       Average   Median            Low     High
- --------------------------------------------------------------------------------
Subject Historic (1993-1997 forecast)   2,253    2,271            2,153    2,325

Subject 12-Mo. Through August 1997                       2,284

Sample Group 1                          2,434    2,510            1,944    2,878

Sample Group 2 (Austin set)             1,812    1,635            1,322    2,624

Subject Estimate (stabilized)                            2,300
================================================================================

Fixed Expenses

Management Fee - A negotiated rate, base management fees tend to vary between
3.0% and 5.0% of total sales. Typically, limited service or properties operating
in lower revenue environments tend to command the higher percentages, since a
base hurdle would need to be met in order to justify fixed payroll costs.
Conversely, full-service and luxury oriented properties tend to reflect lower
percentages, but of significantly higher achievable revenues. Many times a low
base management fee will be paired with an incentive fee which is typically
calculated off of profit. Again, these fees vary widely, and are an incentive to
control costs for the management company. Incentive fees allow a sharing of
profit, and may be calculated off of net operating income, cash flows after
reserves and/or debt service, or any number of defined (net) cash flows.

The subject's management agreement calls for a base fee of 3% of rooms revenue
and 1% of other revenue, a percentage of which would be deferred to the extent
NOI is less than $3,100,000. This would not apply in the case of the subject's
estimates of future performance. An incentive fee which is fairly complex in its
calculation, is equal to 5% of a base amount (relating to cash flows and/or
corporate service charges) and 10% of cash flows in excess of the base amount.
Historically, combining the management and incentive fees, fees have ranged from
2.8% to 4.6% of total sales. The comparable data sets, adjusted for incentive
fees if applicable, reflected the following.

================================================================================
                                       Ratio to Total Sales      Range of Ratios
     Comparable Data Source            -----------------------------------------
                                         Average    Median        Low       High
- --------------------------------------------------------------------------------
Subject Historic (1993-1997 forecast)      3.6%      3.3%        2.8%       4.6%

Subject 12-Mo. through August 1997                         3.3%

Sample Group 1                             3.6%      3.5%        0.0%       7.7%

Sample Group 2 (Austin set)                3.0%      3.0%        2.0%       3.9%

Subject Estimate (stabilized)                              3.5%
================================================================================
<PAGE>

VALUATION                                                                  IV-14
- --------------------------------------------------------------------------------

Estimates by management of total fees for 1997 equal 3.4% of total sales. Based
on this, as well as comparing fees paid by the comparable sets, we have assumed
3.5% of total sales as reasonable.

Real Estate and Property Taxes - Real estate and property taxes have been
estimated based upon the current tax rates in the market area for the subject
and Austin comparable properties, as further detailed previously in this report.
Based on historic taxes, as well as conversations with the property controller,
real estate taxes for the subject have been estimated at $945,000. We have not
compared it to our set of aggregated comparables, as tax rates vary widely
throughout the country.

Building and Contents Insurance - Building and Contents insurance premium levels
are difficult to aggregate, based on the many options available in terms of
deductibles, limits of liability, business interruption and/or flood riders, in
addition to the fact that many companies are self insured. As such, insurance
rates for the subject were estimated based on historic costs, which were
compared to the average and median comparable group results. Based on the
current premium in place, we have projected insurance to be $116,000. This
compares to the comparables as follows.

================================================================================
                                               $ Per Available Room
    Comparable Data Source          --------------------------------------------
                                    Average    Median          Low          High
- --------------------------------------------------------------------------------
Sample Group 1                        392       452             46           625

Sample Group 2                        211       129             76           471

Subject Estimate (stabilized)                           399

================================================================================

Rent/CAM - The property pays a common area maintenance fee based on their space
within San Jacinto Center. The common area includes the front drive, top parking
lot and underground parking. It is shared three ways: the hotel, office tower
and retail center. The recently acquired development parcel (to be used for
parking in the interim), represented approximately 5% of the 44,335 square feet
of common area. As such, historically, this cost has ranged from approximately
$181,000 to almost $185,000. A non-typical charge occurred from September 1996
to January 1997, when they purchased the development parcel, so the $235,800
reflected on the 12-month statement through August would not be anticipated in
the future. According to the controller, they anticipate the charge at $18,000
per month, or $216,000.

Reserve for Replacement - We have deducted a reserve for replacement of
furniture, fixtures and equipment as well as other short-lived items such as
roof coverings and interior finishes. The reserve represents a fixed amount of
4.0% of total revenues throughout the period utilized in the analysis. This
amount is assumed to be used for replacement or renovations of the property as
needed to maintain the competitive market position of the hotel. The management
agreement reflects a 3.0% reserve until the year 2000, after which the reserve
would be equal to 4.0%. In reality, neither reserve amount is indicative of
actual expenditures within the industry. Most major capital renovations are
financed via new loans or at resale. However, the appraisal industry recognizes
a standard of between 3.0% to 4.0% for valuation purposes. We feel that a 4.0%
reserve would be appropriate for the subject property.
<PAGE>

VALUATION                                                                  IV-15
- --------------------------------------------------------------------------------

Estimated Future Operating Performance

The following charts reflect the estimate of future operating performance of the
subject. The first chart reflects the stabilized year (fiscal 2001) in constant
dollars. The next three pages reflect statements of operating performance for
the next 10 years in both constant and inflated dollars.
<PAGE>

VALUATION                                                                  IV-16
- --------------------------------------------------------------------------------

                   Four Seasons Hotel Austin - Stabilized Year
              Schedule of Stabilized Cash Flow Before Debt Service
                                Constant Dollars

                                                               2001
                                                   -----------------------------
                                                      Amount          Percent
                                                   ------------     ------------
Revenues:
    Rooms                                           $13,904,000            57.6%
    Food & Beverage                                   8,342,000            34.6%
    Telephone                                           695,000             2.9%
    Minor Operating Departments                       1,164,000             4.8%
    Rental & other income, net                           35,000             0.1%
                                                   ------------     ------------
                                                     24,140,000           100.0%
                                                   ------------     ------------
Departmental expenses:                                                    
    Rooms                                             3,534,000            25.4%
    Food & Beverage                                   6,297,000            75.5%
    Telephone                                           350,000            50.4%
    Minor Operating Departments                         698,000            60.0%
                                                   ------------     ------------
                                                     10,879,000            45.1%
                                                   ------------     ------------
Gross Operating Income                               13,261,000            54.9%
                                                   ------------     ------------
                                                                          
Unallocated operating expenses:                                           
    Administrative and general                        1,969,000             8.2%
    Marketing                                         1,085,000             4.5%
    Energy costs                                        669,000             2.8%
    Property operation and maintenance                1,058,000             4.4%
                                                   ------------     ------------
                                                      4,781,000            19.8%
                                                   ------------     ------------
Cash Flow before Management                                               
    Fee and Fixed Charges                             8,480,000            35.1%
                                                   ------------     ------------
Management Fee and Fixed Charges:                                         
    Management Fee                                      845,000             3.5%
    Property Taxes                                      945,000             3.9%
    Property Insurance                                  116,000             0.5%
    Lease/CAM                                           216,000             0.9%
    Replacement Reserve                                 966,000             4.0%
                                                   ------------     ------------
                                                      3,088,000            12.8%
                                                   ------------     ------------
Cash Flow before debt Service                                             
    (Net Operating Income)                          $ 5,392,000            22.3%
                                                   ============     ============
                                                                        
          The comments and assumptions contained in this report are an
            integral part of this prospective financial presentation
<PAGE>

VALUATION                                                                  IV-17
- --------------------------------------------------------------------------------

                          Four Seasons - Austin, Texas
                    Schedule of Cash Flow Before Debt Service
                         Constant (1997) Dollars (000)

<TABLE>
<CAPTION>
                                            1998           1999            2000             2001            2002           2003
                                      Amount Percent  Amount Percent  Amount Percent  Amount Percent  Amount Percent  Amount Percent
                                     -----------------------------------------------------------------------------------------------
<S>                                  <C>      <C>    <C>      <C>    <C>      <C>    <C>      <C>    <C>      <C>    <C>      <C>  
Revenues:
 Rooms                               $14,318   57.7% $14,001   57.6% $13,503   57.5% $13,904   57.6% $13,904   57.6% $13,904   57.6%
 Food & Beverage                       8,591   34.6%   8,401   34.6%   8,102   34.5%   8,342   34.6%   8,342   34.6%   8,342   34.6%
 Telephone                               722    2.9%     704    2.9%     677    2.9%     695    2.9%     695    2.9%     695    2.9%
 Minor Operated Departments            1,164    4.7%   1,164    4.8%   1,164    5.0%   1,164    4.8%   1,164    4.8%   1,164    4.8%
 Rental & other income, net               35    0.1%      35    0.1%      35    0.1%      35    0.1%      35    0.1%      35    0.1%
                                     -------         -------         -------         -------         -------         -------  
                                      24,830  100.0%  24,305  100.0%  23,481  100.0%  24,140  100.0%  24,140  100.0%  24,140  100.0%
                                     -------         -------         -------         -------         -------         -------  
Departmental expenses:
 Rooms                                 3,569   24.9%   3,543   25.3%   3,501   25.9%   3,534   25.4%   3,534   25.4%   3,534   25.4%
 Food & Beverage                       6,391   74.4%   6,319   75.2%   6,206   76.6%   6,297   75.5%   6,297   75.5%   6,297   75.5%
 Telephone                               361   50.0%     354   50.3%     343   50.7%     350   50.4%     350   50.4%     350   50.4%
 Minor Operated Departments              698   60.0%     698   60.0%     698   60.0%     698   60.0%     698   60.0%     698   60.0%
                                     -------         -------         -------         -------         -------         -------  
                                      11,019   44.4%  10,914   44.9%  10,748   45.8%  10,879   45.1%  10,879   45.1%  10,879   45.1%
                                     -------         -------         -------         -------         -------         -------  
Gross Operating Income                13,811   55.6%  13,391   55.1%  12,733   54.2%  13,261   54.9%  13,261   54.9%  13,261   54.9%
                                     -------         -------         -------         -------         -------         -------  
Unallocated operating expenses:
 Administrative and general            1,975    8.0%   1,970    8.1%   1,963    8.4%   1,969    8.2%   1,969    8.2%   1,969    8.2%
 Marketing                             1,086    4.4%   1,085    4.5%   1,083    4.6%   1,085    4.5%   1,085    4.5%   1,085    4.5%
 Energy costs                            669    2.7%     669    2.8%     669    2.8%     669    2.8%     669    2.8%     669    2.8%
 Property operation and maintenance    1,062    4.3%   1,059    4.4%   1,055    4.5%   1,058    4.4%   1,058    4.4%   1,058    4.4%
                                     -------         -------         -------         -------         -------         -------  
                                       4,792   19.3%   4,783   19.7%   4,770   20.3%   4,781   19.8%   4,781   19.8%   4,781   19.8%
                                     -------         -------         -------         -------         -------         -------  
Cash Flow before Management
  Fee and Fixed Charges                9,019   36.3%   8,608   35.4%   7,963   33.9%   8,480   35.1%   8,480   35.1%   8,480   35.1%
                                     -------         -------         -------         -------         -------         -------  
Management Fee and Fixed Charges:
 Management Fee                          869    3.5%     851    3.5%     822    3.5%     845    3.5%     845    3.5%     845    3.5%
 Property Taxes                          945    3.8%     945    3.9%     945    4.0%     945    3.9%     945    3.9%     945    3.9%
 Property Insurance                      116    0.5%     116    0.5%     116    0.5%     116    0.5%     116    0.5%     116    0.5%
 Lease/CAM                               216    0.9%     216    0.9%     216    0.9%     216    0.9%     216    0.9%     216    0.9%
 Replacement Reserve                     993    4.0%     972    4.0%     939    4.0%     966    4.0%     966    4.0%     966    4.0%
                                     -------         -------         -------         -------         -------         -------  
                                       3,139   12.6%   3,100   12.8%   3,038   12.9%   3,088    12.8%   3,088  12.8%   3,088   12.8%
                                     -------         -------         -------         -------         -------         -------  
Cash Flow before Debt Service
 (Net Operating Income)               $5,880   23.7%   $5,508  22.7%  $4,925   21.0%  $5,392    22.3%  $5,392  22.3%  $5,392   22.3%
                                     =======         ========        =======         =======         ========        ======= 
Occupancy                               80.0%            78.0%          75.0%           77.0%            77.0%          77 0%
Average Rate                         $168.50          $169.00        $169.50         $170.00          $170.00        $170.00
</TABLE>

      Note: Percentages are of total sales except for departmental expenses
                  which are a percentage of departmental sales
          The comments and assumptions contained in this report are an
                    integral part of this financial analysis
- --------------------------------------------------------------------------------
<PAGE>

VALUATION                                                                  IV-18
- --------------------------------------------------------------------------------

                          Four Seasons - Austin, Texas
              Schedule of Prospective Cash Flow Before Debt Service
                           Stated-year dollars (000)

<TABLE>
<CAPTION>
                                            1998           1999            2000             2001            2002           2003
                                      Amount Percent  Amount Percent  Amount Percent  Amount Percent  Amount Percent  Amount Percent
                                     -----------------------------------------------------------------------------------------------
<S>                                  <C>      <C>    <C>      <C>    <C>      <C>    <C>      <C>    <C>      <C>    <C>      <C>  
Revenues:
Rooms                                $14,743   57.7% $14,851   57.6% $14,757   57.5% $15,642   57.6% $16,112   57.6% $16,603   57.6%
 Food & Beverage                       8,848   34.6%   8,912   34.6%   8,853   34.5%   9,389   34.6%   9,671   34.6%   9,961   34.6%
 Telephone                               744    2.9%     747    2.9%     740    2.9%     782    2.9%     806    2.9%     830    2.9%
 Minor Operated Departments            1,199    4.7%   1,235    4.8%   1,272    5.0%   1,310    4.8%   1,349    4.8%   1,390    4.8%
 Rental & other income, net               36    0.1%      37    0.1%      38    0.1%      39    0.1%      40    0.1%      41    0.1%
                                     ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
                                      25,570  100.0%  25,782  100.0%  25,660  100.0%  27,162  100.0%  27,978  100.0%  28,825  100.0%
                                     ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Departmental expenses:
 Rooms                                 3,677   24.9%   3,759   25.3%   3,826   25.9%   3,977   25.4%   4,096   25.4%   4,219   25.4%
 Food & Beverage                       6,583   74.4%   6,704   75.2%   6,781   76.6%   7,088   75.5%   7,300   75.5%   7,519   75.5%
 Telephone                               372   50.0%     375   50.2%     375   50.7%     394   50.4%     406   50.4%     418   50.4%
 Minor Operated Departments              719   60.0%     741   60.0%     763   60.0%     786   60.0%     810   60.0%     834   60.0%
                                     ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
                                      11,351   44.4%  11,579   44.9%  11,745   45.7%  12,245   45.1%  12,612   45.1%  12,990   45.1%
                                     ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Gross Operating Income                14,219   55.6%  14,203   55.1%  13,915   54.2%  14,917   54.9%  15,366   54.9%  15,835   54.9%
                                     ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Unallocated operating expenses:
 Administrative and general            2,034    8.0%   2,090    8.1%   2,145    8.4%   2,216    8.2%   2,282    8.2%   2,351    8.2%
 Marketing                             1,119    4.4%   1,151    4.5%   1,183    4.6%   1,221    4.5%   1,257    4.5%   1,295    4.5%
 Energy costs                            689    2.7%     710    2.8%     731    2.8%     753    2.8%     776    2.8%     799    2.8%
 Property operation and maintenance    1,093    4.3%   1,123    4.4%   1,153    4.5%   1,191    4.4%   1,227    4.4%   1,264    4.4%
                                     ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
                                       4,935   19.3%   5,074    197%   5,212   20.3%   5,381   19.8%   5,542   19.8%   5,709   19.8%
                                     ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Cash Flow before Management
 Fee and Fixed Charges                 9,284   36.3%   9,129   35.4%   8,703   33.9%   9,536   35.1%   9,824   35.1%  10,126   35.1%
                                     ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
 Management Fee and Fixed Charges:
 Management Fee                          895    3.5%     902    3.5%     898    3.5%     951    3.5%     979    3.5%   1,009    3.5%
 Property Taxes                          973    3.8%   1,002    3.9%   1,032    4.0%   1,063    3.9%   1,095    3.9%   1,128    3.9%
 Property Insurance                      120    0.5%     123    0.5%     127    0.5%     131    0.5%     135    0.5%     139    0.5%
 Leases/CAM                              222    0.9%     229    0.9%     236    0.9%     243    0.9%     250    0.9%     258    0.9%
 Replacement Reserve                   1,023    4.0%   1,031    4.0%   1,026    4.0%   1,086    4.0%   1,119    4.0%   1,153    4.0%
                                     ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
                                       3,233   12.6%   3,287   12.7%   3,319   12.9%   3,474   12.8%   3,578   12.8%   3,687   12.8%
                                     ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Cash Flow before debt Service
 (Net Operating Income)               $6,051   23.7%  $5,842   22.7%  $5,384   21 0%  $6,062   22.3%  $6,246   22.3%  $6,439   22.3%
                                     =======         =======         =======         =======         =======         =======
Occupancy                               80.0%           78.0%           75.0%           77,0%           77.0%           77.0%
Average Rate                         $173.50         $179.25         $185.25         $191.25         $197.00         $203.00
</TABLE>

      Note: Percentages are of total sales except for departmental expenses
                  which are a percentage of departmental sales

          The comments and assumptions contained in this report are an
              integral part of this prospective financial analysis
- --------------------------------------------------------------------------------
1<PAGE>

VALUATION                                                                  IV-19
- --------------------------------------------------------------------------------

                          Four Seasons - Austin, Texas
              Schedule of Prospective Cash Flow Before Debt Service
                           Stated-year dollars (000Os)
<TABLE>
<CAPTION>
                                            2004           2005            2006            2007            2008           2009
                                      Amount Percent  Amount Percent  Amount Percent  Amount Percent  Amount Percent  Amount Percent
                                     -----------------------------------------------------------------------------------------------
<S>                                  <C>      <C>    <C>      <C>    <C>      <C>    <C>      <C>    <C>      <C>    <C>      <C>  
Revenues:
 Rooms                               $17,093   57.6% $17,604   57.6% $18,136   57.6% $18,688   57.6% $19,240   57.6% $19,833   57.6%
 Food & Beverage                      10,260   34.6%  10,568   34.6%  10,885   34.6%  11,211   34.6%  11,548   34.6%  11,894   34.5%
 Telephone                               855    2.9%     881    2.9%     907    2.9%     934    2.9%     962    2.9%     991    2.9%
 Minor Operated Departments            1,432    4.8%   1,475    4.8%   1,519    4.8%   1,564    4.8%   1,611    4.8%   1,660    4.8%
 Rental & other income, net               43    0.1%      44    0.1%      45    0.1%      47    0.1%      48    0.1%      49    0.1%
                                     ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
                                      29,683  100.0%  30,572  100.0%  31,492  100.0%  32,444  100.0%  33,409  100.0%  34,427  100.0%
                                     ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Departmental expenses:         
 Rooms                                 4,346   25.4%   4,476   25.4%   4,611   25.4%   4,749   25.4%   4,891   25.4%   5,038   25.4%
 Food & Beverage                       7,745   75.5%   7,977   75.5%   8,216   75.5%   8,463   75.5%   8,717   75.5%   8,978   75.5%
 Telephone                               431   50.4%     444   50.4%     457   50.4%     471   50.4%     485   50.4%     499   50.4%
 Minor Operated Departments              859   60.0%     885   60.0%     911   60.0%     939   60.0%     967   60.0%     996   60.0%
                                     ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
                                      13,381   45.1%  13,782   45.1%  14,195   45.1%  14,622   45.1%  15,060   45.1%  15,511   45.1%
                                     ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Gross Operating income                16,302   54.9%  16,790   54.9%  17,297   54.9%  17,822   54.9%  18,349   54.9%  18,916   54.9%
                                     ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
                                 
Unallocated operating expenses:
 Administrative and general            2,421    8.2%   2,494    8.2%   2,569    8.2%   2,646    8.2%   2,725    8.2%   2,807    8.2%
 Marketing                             1,334    4.5%   1,374    4.5%   1,415    4.5%   1,458    4.5%   1,501    4.5%   1,546    4.5%
 Energy costs                            823    2.8%     848    2.8%     873    2.8%     899    2.8%     926    2.8%     954    2.8%
 Property operation and maintenance    1,301    4.4%   1,340    4.4%   1,381    4.4%   1,422    4.4%   1,465    4.4%   1,509    4.4%
                                     ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
                                       5,879   19.8%   6,056   19.8%   6,238   19.8%   6,425   19.8%   6,617   19.8%   6,816   19.8%
                                     ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Cash Flow before Management
 Fee and Fixed Charges                10,423   35.1%  10,734   35.1%  11,059   35.1%  11,397   35.1%  11,732   35.1%  12,100   35.1%
                                     ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Management Fee and Fixed Charges:
 Management Fee                        1,039    3.5%   1,070    3.5%   1,102    3.5%   1,136    3.5%   1,169    3.5%   1,205    3.5%
 Property Taxes                        1,162    3.9%   1,197    3.9%   1,232    3.9%   1,269    3.9%   1,307    3.9%   1,347    3.9%
 Property Insurance                      143    0.5%     147    0.5%     152    0.5%     156    0.5%     161    0.5%     166    0.5%
 Leases/CAM                              266    0.9%     266    0.9%     274    0.9%     282    0.9%     290    0.9%     299    0.9%
 Replacement Reserve                   1,187    4.0%   1,223    4.0%   1,260    4.0%   1,298    4.0%   1,336    4.0%   1,377    4.0%
                                     ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
                                       3,797   12.8%   3,903   12.8%   4,020   12.8%   4,141   12.8%   4,263   12.8%   4,394   12.8%
                                     ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Cash Flow before debt Service
 (Net Operating Income)               $6,626   22.3%  $6,831   22.3%  $7,039   22.4%  $7,256   22.4%  $7,469   22.4%  $7,706   22.4%
                                     =======         =======         =======         =======         =======         =======
Occupancy                               77.0%           77.0%           77.0%           77 0%           77.0%           77.0%
Average Rate                         $209.00         $215.25         $221.75         $228.50         $235.25         $242.50
</TABLE>

      Note: Percentages are of total sales except for departmental expenses
                  which are a percentage of departmental sales

          The comments and assumptions contained in this report are an
              integral part of this prospective financial analysis
- --------------------------------------------------------------------------------
<PAGE>

VALUATION                                                                  IV-20
- --------------------------------------------------------------------------------

OVERALL CAPITALIZATION RATE ANALYSIS

Capitalization is defined as the process of converting into present value (or
obtaining the present worth of) a series of anticipated future periodic
installments of net income. The anticipated net income stream is converted into
a value estimate by a rate which attracts purchase capital to investments with
similar characteristics such as risk, terms and liquidity. The capitalization
process takes into consideration the quantity, quality and durability of the
income stream in determining which rates are appropriate for valuing the subject
property.

Direct Capitalization

This method of capitalization converts anticipated net income to an indicated
market value by use of an appropriate rate which reflects the relationship of
net income to selling price for comparable properties being sold in the open
market. Direct capitalization for improved properties uses an overall
capitalization rate which provides a return on the investment and a return of
the wasting assets. No element of time is introduced.

Acceptable methods of estimating overall capitalization rates (Ro) include 1)
derivation from comparable market data, 2) debt coverage formulas, and 3) band
of investment - mortgage and equity components.

     Derivation from Comparable Market Data

For the derivation from market data, we have relied on the analysis of
comparable sales data and national surveys. The advantage of using this method
of comparison is that differences in location, physical condition, age, access
and quality of construction are inherent in the rates being achieved by the
various properties, and therefore, require no adjustment to the Ro. The
following chart summarizes the data relating to Ro's for the comparable hotel
sales presented in the Sales Comparison Approach section.

- --------------------------------------------------------------------------------
                  Summary of Indicated Overall Rates for Hotels
- --------------------------------------------------------------------------------

Sale                                               Sale       Indicated Overall
No.                Name/Location                   Date      Capitalization Rate
- --------------------------------------------------------------------------------

 1   De La Poste; New Orleans, Louisiana        March 1997          9.60%

 2   Ritz-Carlton Hotel; Atlanta, Georgia     September 1996       10.56%

 3   Mayfair Hotel; New York, New York           May 1996           7.62%

 4   Hyatt Regency; Austin, Texas               April 19 96         9.77%

 5   Four Seasons; Beverly Hills, California   February 1996        4.17%

     Mean/Median                                                 8.34%/9.60%
- --------------------------------------------------------------------------------

The previous overall rates reflect net operating income after a 4.0% reserve for
replacement. The cash flows utilized were as of the previous 12-month period
prior to sale. As can be noted, the indicated capitalization rates for these
hotel sales range from 4.17% to 10.56% with a central tendency of 9.60% and a
mean of 8.34%. The low capitalization rate indicated by Sale 5 reflected a sales
price which included rooms not currently in operation. Since the structure and
land is available, the property would be anticipated to achieve a premium.
Utilizing a proforma statement, assuming cash flows to increase with improving
occupancies, ADR's or profitability, the capitalization rates would be
anticipated to be higher. In analyzing these capitalization rates, it is
important to take into
<PAGE>

VALUATION                                                                  IV-21
- --------------------------------------------------------------------------------

consideration not only the actual performance of these properties at the time of
sale but the purchasers' expectations.

As an additional source of market indicated rates, the following chart presents
the results of trends of capitalization rates, based on a survey of investment
criteria conducted by PKF Consulting.

================================================================================
                               Investment Criteria
- --------------------------------------------------------------------------------
                     1996     1995     1994     1992     1990     1988     1986
- --------------------------------------------------------------------------------
Overall Cap Rate     11.1%    11.0%    11.2%    11.9%    10.2%    11.1%    10.9%
- --------------------------------------------------------------------------------
                 Source: 1997 PKF Hospitality Investment Survey
================================================================================

A breakdown of the previous rates by property type is as follows. It should be
noted that the investment surveys do not include a replacement reserve within
their capitalization estimates, which would effectively result in a higher rate
than the sales we presented previously.

     =====================================================================
                              Capitalization Rates
     ---------------------------------------------------------------------
                                High               Low              Mean
     ---------------------------------------------------------------------
       Full Service             15.0%             8.3%             10.9%

     Limited Service            16.0%             9.0%             11.7%

          Resort                13.5%             5.0%             10.4%

                           Overall                                 11.1%
     ---------------------------------------------------------------------
           Source: 2nd Quarter 1997 PKF Hospitality Investment Survey
     =====================================================================

As noted on the chart, the full-service properties ranged from 8.3% to 15.0%,
with a mean of 10.9%. The limited service properties reflected higher rates.
This is due to the fact that there has been a significant amount of new supply
in this category, and because they are usually less expensive to build (fewer
services and amenities), and therefore fewer barriers to entry. The resorts
reflected the lowest rates. Resorts are generally not dependent upon local
economic conditions, and rely instead upon either amenities specific to their
location, or they create their own amenities to develop a "destination". In
addition, we have also researched several recent investment surveys which
collect data on current capitalization rates for hotels. The results are as
follows:
<PAGE>

VALUATION                                                                  IV-22
- --------------------------------------------------------------------------------

      --------------------------------------------------------------------
                         Source                     Range         Average
      --------------------------------------------------------------------
      Landauer Hotel Group                       7.5% to 13.0%     9.45%
      Hotel Investment Outlook
      1997, Volume 6, No. 1

      RERC                                      9.5% to 11.0%      10.10%
      Real Estate Report, 2nd Quarter 1997
      Vol. 26, No. 2 - 1997

      LaSalle Partners, Real Estate Finance          ---           10.40%
      Survey, January 1, 1997

      Korpacz Real Estate Investment Survey*    8.0% to 14.0%      10.20%
      3rd Quarter 1997

      Korpacz Real Estate Investment Survey**   10.0% to 13.0%     11.70%
      3rd Quarter 1997

      Korpacz Real Estate Investment Survey***  7.0% to 11.0%      8.80%
      3rd Quarter 1997
      --------------------------------------------------------------------
      *Full-service properties ** Economy/limited-service properties 
      *** Luxury hotels
      --------------------------------------------------------------------

The indicated range of capitalization rates for hotels from the preceding
surveys was 7.0% to 14.0%, with an average range of 8.80% to 11.70%. Note that
when comparing the types of hotels, the luxury segment reflects significantly
lower rates than the full service and economy/limited service properties. In
addition, the American Council of Life Insurance, Investment Bulletin, for First
Quarter 1997, indicated the average capitalization rate on hotel/motel loans to
be 10.2%.

Capitalization Rate Using the Debt Coverage Formula - An alternative method of
estimating an overall capitalization rate is the debt coverage ratio. This is
the ratio of net operating income to annual debt service. Lenders are concerned
with the safety of the loan investment and consequently try to provide a cushion
so that the borrower will be able to meet debt service obligations.

To estimate the overall rate, the debt coverage ratio can be multiplied by the
mortgage constant and the loan to value ratio. The formula is as follows:

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

                     Ro          =   DCR x Rm  x M

                     Ro              Overall Rate
                     DCR             Debt Coverage Ratio
                     Rm              Mortgage Constant
                     M               Loan to Value Ratio

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

In the second quarter 1997 issue of the Hospitality Investment Survey - PKF
Consulting, 1,549 transactions were surveyed. Profiling mortgage commitments for
the various property types results in the following:
<PAGE>

VALUATION                                                                  IV-23
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
===============================================================================================
                                       Average Mortgage Terms
   Property Type    L/V Ratio  Interest Rates   Amort. Period (Years)   DCR   Mortgage Constant
- -----------------------------------------------------------------------------------------------
<S>                   <C>           <C>                 <C>             <C>         <C>  
Full service          69.1%         9.0%                22.2            1.4         10.5%

Limited service       71.0%         9.0%                21.6            1.4         10.5%

Resort                68.7%         9.3%                22.0            1.4         10.7%

All-properties        69.8%         9.1%                21.9            1.4         10.6%

            Source: 2nd Quarter 1997 PKF Hospitality Investment Survey
===============================================================================================
</TABLE>

Since the subject property is full service, we have afforded the most weight to
that category. The following indicated capitalization rate is therefore
calculated:

                           Ro   = 1.4 x 0.105 x 0.691

                                  Ro   = 10.2%

The following definitions and survey data will provide the basis for the band of
investment - mortgage equity components and debt coverage formula approach to
deriving the capitalization rate.

     Loan-to-Value Ratio

Loan-to-Value ratios are the relationship of the total loan amount to market
value. Discussions with hotel lenders indicate typical loan-to-value ratios
range from 65.0% to 70.0%. The PKF survey reflected an average loan to value
ratio of 69.8% for all properties, with Full-Service properties ranging from
45.0% to 92.5%, Limited Service from 55% to 92.5% and Resorts from 55% to 85%.
The 1997 issue of Landauer's Hotel Investment Outlook reflected a 70.0%
loan-to-value, which is up from 64.0% a year ago. Their survey range was from
65.0% to 75.0%. According to the May 28, 1997 Investment Bulletin published by
the American Council of Life Insurance, eight hotel/motel loans reported as of
the 1st quarter 1997, reflected average loan to value ratios of 53.9%. Korpacz
indicated debt and equity parameters for full-service/luxury product at 60.0% to
75%. For the purpose of our analysis, we have estimated a range of 65% to 75%
for a typical loan-to-value ratio.

     Mortgage Interest Rate

The 1997 PKF Hospitality Investment Survey, published by PKF Consulting, reports
the average mortgage interest rate for hotel loans during 1996 at 9.1%. Both
Full-Service and Limited-Service properties reflected ranges from 3.3% to 11.0%,
with an average of 9.0%. Resorts ranged from 8.3% to 11.3%. The interest rate
reported in the 1997 Landauer survey reflected the average interest rate for
hotel loans at 8.79%, with a range from 8.10% to 9.25%. The May 28, 1997
Investment Bulletin, published by the American Council of Life Insurance
Companies, reports the average mortgage interest rate for eight hotel loans up
to the first quarter of 1997 at 8.25%. Our discussions with lenders suggest
mortgage interest rates for hotels of this type typically range from the prime
lending rate to approximately two to three hundred basis points over the prime
rate. According to our review 
<PAGE>

VALUATION                                                                  IV-24
- --------------------------------------------------------------------------------

of the October 15, 1997 Wall Street Journal, the prime lending rate was 8.50%
(effective March 26, 1997). The subject property will be considered
"investment-grade" by institutional investors. Korpacz (Third Quarter 1997)
reported survey respondents for full-service/luxury product with 7.5% to 8.0%
interest rates. Therefore, based on the strength of the U.S. hotel market and
the quality of the property, we believe a mortgage interest rate of
approximately 8.0% is reflective of typical lender requirements for a luxury
property.

     Mortgage Term

Discussion with lenders indicated that typical amortization schedules for loans
ranged from 15.0 to 30.0 years. The PKF Survey indicated an average of 21.9
years, with all property types reflecting a high of 30 years, and lows from 10
to 15 years. Landauer estimated 23.17, and Korpacz ranged from 20 to 30 years,
with an average of 22.5 years. Korpacz specifically indicated 20 to 25 years for
the full-service/luxury product. The typical loan has a balloon payment due
within 5.0 to 10.0 years. Consequently, we have selected a 20-year amortization
period for analysis purposes.

     Equity Dividend Rate

An equity dividend rate is a rate that reflects the relationship between one
year's equity income (before tax cash flow) and equity capital. Typical equity
dividend rates for investment-grade properties range from the federal discount
rate to the prime lending rate. According to our review of the October 15, 1997
Wall Street Journal, the federal discount rate is 5.0% while the prime lending
rate is 8.50%. For comparison, 10-year treasury bonds and high-grade corporate
bonds have ranged from approximately 4.9% to 8.5% over the previous three years.
According to the second quarter 1997 Real Estate Report published by RERC,
equity dividend rates for hotel loans averaged 12.4%. Based on our analysis of
the subject property and alternative cash-on-cash returns, we believe an
investment of this type would require approximately a 10.5% to 11.0% equity
dividend rate to attract equity capital.

     Debt Coverage Ratio

The debt coverage ratio is used as a measure of risk by lenders and borrowers.
This ratio reflects the relationship between projected net operating income and
debt service. The Investment Bulletin reports debt coverage ratios averaging
1.71 during the first quarter of 1997. The second quarter 1997 PKF Survey
reflected an average of 1.4 (low of 1.20, high of 1.7 for all property types).
Korpacz reported a range from 1.2 to 1.6 for all property types, with an average
of 1.36, while Landauer reported a range of 1.40 to 1.50 (average 1.43).
Discussions with lenders support these numbers and indicate typical debt
coverage ratios for hotel properties at 1.40. Korpacz reported 1.2 to 1.5 for
full-service/luxury product. Based on the physical and locational
characteristics, as well as the market position of the subject property, we have
selected a mid to lower end of this range, or 1.3 to 1.4, as an appropriate debt
coverage ratio for the subject hotel.
<PAGE>

VALUATION                                                                  IV-25
- --------------------------------------------------------------------------------

     Holding Period

Our use of a 10-year holding period has been estimated based upon our review of
the Hospitality Investment Survey (6.7 years for all properties, ranging from
2.5 to 30), the Landauer report (14.20 years), the Investment Bulletin (10
years, five months), and RERC (seven years, five months). It should be noted
that the surveys reflected conduit financing and the longer term holding periods
by insurance companies.

In summary, the following assumptions have been made based on current market
conditions to estimate an overall capitalization rate.

================================================================================

               Overall Capitalization Rate Analysis - Assumptions

   Mortgage Loan-to-Value Ratio               =                     65% - 75%
   Mortgage Interest Rate                     =                          8.0%
   Mortgage Term                              =                    20.0 years
   Indicated Mortgage Constant                =                        10.04%
   Equity Dividend Rate                       =                 10.5% - 11.0%
   Debt Coverage Ratio                        =                   1.30 - 1.40

================================================================================

     Debt Coverage Ratio Formula

Debt Coverage Ratio and mortgage terms can be used to support overall
capitalization rates indicated in the comparable sales by using the following
formula:

================================================================================

                           Debt Coverage Ratio Formula

   Debt                                                              Overall
 Coverage     (x)       Mortgage     (x)    Loan-to-Value   =    Capitalization
   Ratio                Constant                Ratio                 Rate
   1.30       x           10.04      x           .65        =          8.5%
   1.40       x           10.04      x           .75        =         10.5%

================================================================================

The Debt Coverage Ratio formula based on the employed assumptions indicates an
overall capitalization rate of 8.5% to 10.5%.

     Band of Investment

Band of Investment is a relatively simple method of estimating an overall
capitalization rate. Band of Investment is a weighted average of the equity
dividend rate and the annual debt service constant. The following formula shows
this relationship:
<PAGE>

VALUATION                                                                  IV-26
- --------------------------------------------------------------------------------

================================================================================

                           Band of Investment Formula

Loan-to        Mortgage         Equity            Equity            Overall
 Value    (x)  Constant   +   Percentage   (x)   Dividend   =   Capitalization
 Ratio                                             Rate              Rate
  .65      x    10.04     +      .35        x     10.5%     =       10.2%
  .75      x    10.04     +      .25        x     11.0%     =       10.3%

================================================================================

The estimated overall capitalization rate via the Band of Investment based on
the employed assumptions is 10.2% to 10.3%.

The previous techniques and investment surveys indicate average overall
capitalization rates ranging from 8.34% to 11.7%. Eliminating the outlier, a
tighter range reflects 8.5% to 10.5%.

Luxury hotels tend to have the lowest capitalization rates. This is due to
several factors, some of which are also applicable to resort and full service
level properties. These include a buyers perception of revenue appreciation
after a renovation/ownership change, the longer physical life of a high end
structure, and the lower internal rates of return acceptable to purchasers of
trophy properties. Conversely, limited service properties tend to reflect the
higher capitalization rates due to the somewhat shorter physical life of the
structure (especially for the economy properties), and the fact that as
primarily a rooms only operation, there are fewer departments to improve
revenues or lower expenses on.

The primary factors affecting the Ro at which any property is purchased include
the anticipation of the ability to increase the revenue during the holding
period, and the level of operating expenses. If the purchaser sees the potential
to increase revenue, either through increasing occupancy levels or because the
average rates are below market rate levels, he may be willing to purchase the
property at a price reflecting a lower Ro since the effective Ro after curing
the current aberration will be closer to the sample norm. In analyzing the
various expense ratios, if the subject has an unjustifiably high expense ratio,
the indicated Ro will tend to be lower. The subject has a relatively low expense
ratio. It is also felt that there is a trade off in most markets regarding
average rate and occupancy. There is a ceiling to how much over the market rate
a property can achieve, and still maintain an acceptable occupancy. In the case
of the subject, the Four Seasons currently has no competition for its quality
level in the market, and has successfully maintained its increasing rate
premium. Based on the existing and proposed hotel supply, the economy and market
conditions and particularly our estimated overall capitalization rates via the
comparable sales and investment surveys, we believe an appropriate overall
capitalization rate for the subject property is 9.0%. Therefore, the direct
capitalization technique can be summarized as follows:
<PAGE>

VALUATION                                                                  IV-27
- --------------------------------------------------------------------------------

                         Direct Capitalization Technique

             Stabilized Year Cash Flow(1)              $   5,392,000
             Overall Capitalization Rate                     / 9.00%
                                                             -------
             Stabilized Value Indication
              (Before Revenue Loss)                    $  59,911,111
                                                         ===========

             (1) fourth (fiscal) year NOI in constant (uninflated) dollars.
             Note: Numbers may not total due to rounding.

     Revenue Loss Calculation

Revenue loss is the difference in the projected cash flows and the cash flow
which would be available if the property were at stabilized performance levels.
This amount must be subtracted from the stabilized value to reflect the risk
associated with the loss of income of a hotel property during the stabilization
period.

An analysis of the cash flow projection shows the following:

================================================================================
                Revenue Loss/Gain Prior to Stabilization ($000*)
- --------------------------------------------------------------------------------

       Operating Fiscal Year     1998      1999      2000      2001     Total
- --------------------------------------------------------------------------------
Stabilized Projected Cash Flow   $5,392    $5,392    $5,392    $5,392

Projected Cash Flow               5,880     5,508     4,925     5,392

Total Revenue Loss/Gain          ($488)    ($116)      $467        $0    ($137)
- --------------------------------------------------------------------------------
* in constant, 1997 uninflated dollars
================================================================================

Based upon the preceding calculation, the cumulative revenue adjustment over the
stabilization period is $137,000. Since the first two years reflect income over
and above the stabilized year, due to the impact of new rooms supply in the
market, the adjustment is positive (a negative loss). As noted, the overall rate
was applied to the stabilized net operating income (fourth year) of the subject
property. An adjustment for the income loss/gain to stabilization is indicated
in the calculation.

The following chart reflects a summary of the direct capitalization analysis.

                         Direct Capitalization Analysis

    Stabilized Value Indication                               $59,911,111
         Adjustments to As Is:

               Revenue Loss/Gain to Stabilization                 137,000
                                                              -----------
    Value Indication                                          $60,048,111

                                     Rounded                  $60,000,000
                                                              ===========
<PAGE>

VALUATION                                                                  IV-28
- --------------------------------------------------------------------------------

            Implied Per Unit:                                    $206,186
            Implied Stabilized Capitalization Rate               9.0%
            Implied Effective Room Revenue Multiplier            4.3
            Implied Effective Gross Income Multiplier            2.5

DISCOUNTED CASH FLOW ANALYSIS

This approach is a set of procedures in which the quantity, variability, timing
and duration of periodic income, as well as the quantity and timing of
reversions, are modeled and discounted to a present value at a specified yield
rate. Specific consideration is given to the timing of cash receipts and
disbursements.

For the purpose of this analysis, we have utilized a hypothetical investment
period of 10 years. The bases for the revenue and expense estimates were
presented earlier in this section of the report, only, as noted previously,
consideration is given to the anticipated timing of the cash flows rather than
stabilized amounts.

Basis for Property Reversion: In addition to the cash flow from operations, the
model hypothecates a sale of the property at the end of the investment period,
with the net sale proceeds accruing to the ownership position. The sale is
modeled to occur at the end of the 10th (full) year. The method of estimating
the terminal sale price is also direct capitalization. The prospective buyer
would make a purchase decision based on the anticipated revenue and expenses
which should occur in the initial year of ownership. Therefore, the cash flows
for the year subsequent to the final year of the investment model were utilized
(i.e. year 11). The net sale proceeds accruing to the property owner reflect the
"as is" value of the property at that point in time less appropriate
transactions costs.

Terminal Capitalization Rate (Rt): The terminal capitalization rate (RT) is
calculated by adjusting the current market derived overall capitalization rate
(RO) for the loss in the competitive market standing realized by the subject
property over the holding period due to the normal aging of the property.
Properties have a limited economic life. As properties age, the competitive edge
is diminished relative to newer properties. This concept is consistent with
incurable physical deterioration. This theory holds that the terminal
capitalization rate will be higher than the current capitalization rate, given
no major renovations during the holding period. One method of calculating the
terminal capitalization rate uses the current stabilized overall rate as the
going-in rate. This rate is adjusted by using the current age of the property
and the anticipated incurable depreciation that is expected to occur over the
holding period. By using a land to building value ratio, the decline in
competitiveness can be isolated to the improvements only.

As a point of reference, residual capitalization rates, as reported in the Third
Quarter 1997 Korpacz Real Estate Investor Survey, for the national luxury hotel
market ranged from 8.0% to 12.0%, with an average of 9.5%. The national full
service hotel market ranged from 9.0% to 14.0%, with an average of 10.60%. The
economy/limited service sector reported a range from 10.0% to 14.0%, with 
<PAGE>

VALUATION                                                                  IV-29
- --------------------------------------------------------------------------------

a survey average of 12.00%. According to the January 1997 LaSalle Partners Real
Estate Finance Update, residual capitalization rates for hotels were 10.7%,
slightly higher than their average going-in capitalization rate of 10.4%.
Landauer reported a range for full service properties of 9.0% to 12.0%, with an
average of 10.85% as of 1997, and RERC's Real Estate Report, as of the second
quarter of 1997, reported an average residual cap rate of 10.8%, with a range
from 10.3% to 11.5%. Since loss of competitive standing is typically reflected
in achievable average daily rates, we have assumed a terminal rate at 50 basis
points above the going in rate, or 9.50%.

Transaction Costs: Typical transaction costs by the seller consist of brokerage
commissions, tax proration, title insurance and related fees, survey costs, and
legal fees. Discussions with brokers and title companies, based on certain fixed
(legal) costs as well as those calculated as a percentage of sale price,
indicated costs at approximately 1.30% of the sale price for a hotel of this
price level was reasonable. This is supported by a 1996 Korpacz report which
reflected selling expenses of 1.0% to 3.0% for the national luxury hotel market,
with an average of 2.1%; 1.0% to 5.0% for full-service properties with an
average at 2.6%; and 2.0% to 5.0% with an average of 3.5% for economy/limited
service properties. The 1997 Landauer report reflected selling costs averaging
2.58%, ranging from 1.0% to 3.5%.

Discount Rate Analysis: Since the use of this method of analysis attempts to
replicate the overall performance of the investment from its inception to its
termination, the appropriate discount rate must reflect the required total yield
to the ownership position. By definition, this yield rate is also known as the
Internal Rate of Return ("IRR").

               The IRR is the rate of return on invested capital that is
               generated, or is capable of being generated, within an investment
               during the period of ownership. In other words, it is a rate of
               profit (or loss) or a measure of performance. It is literally, an
               interest rate. The effective interest rate on a real estate
               investment is the equity investor's IRR. The yield to maturity on
               a bond is the bond holder's IRR, when the bond is held for its
               full term. The IRR is the rate of return on capital expressed as
               a ratio per unit of time; for example, 10% per annum.(1)

The discount rate utilized herein is therefore the anticipated IRR for the
subject property, based on current market expectations and historical
performance of investments of this class and quality. Although the investment
vehicle being analyzed herein is real property, competition for investment
dollars in other investment media is keen, and the prudent investment manager
must carefully consider all alternatives. Because real estate is cyclical in
nature, it is important to view historic market performance in order to
ascertain the stage of the current market cycle, along with the reasonableness

- ----------

     (1) The Internal Rate of Return in Real Estate Investments, Charles B.
Akerson, (c) American Society of Real Estate Counselors, Chicago, IL, 1987.
<PAGE>

VALUATION                                                                  IV-30
- --------------------------------------------------------------------------------

of current buyer expectations. The following charts present current yields on
hotel investments as reported by PKF industry surveys. The second is a detailed
breakdown of the 1997 rates from the first chart.

================================================================================
                               Investment Criteria
- --------------------------------------------------------------------------------
                          1996    1995    1994    1992    1990    1988    1986
- --------------------------------------------------------------------------------
     Discount Rate       14.10%  14.57%  14.70%  16.00%  15.00%  14.60%  13.80%

Holding Period (years)    6.70    6.27    7.10    8.40    9.60    8.80    9.30
- --------------------------------------------------------------------------------
          Source: Second Quarter 1997 PKF Hospitality Investment Survey
================================================================================

================================================================================
                     Internal Rates of Return/Discount Rate
- --------------------------------------------------------------------------------
                                High                Low                  Mean
- --------------------------------------------------------------------------------
    Full Service               18.0%               11.3%                13.90%

   Limited Service             19.0%               12.4%                14.70%

       Resort                  16.5%               10.0%                13.40%

                        Overall                                         14.10%
- --------------------------------------------------------------------------------
           Source: Second Quarter 1997 PKF Hospitality Investment Survey
================================================================================

Free and clear yield parameters as reported in other market surveys are as
follows:

================================================================================
                            Internal Rates of Return
- --------------------------------------------------------------------------------
                                    Source                High     Low    Mean
- --------------------------------------------------------------------------------
Landauer, Hotel Investment Outlook, 1997(1)              16.0%    12.0%  13.50%

Korpacz, Real Estate Investor Survey, 3rd Q, 1997(2)     18.0%    9.0%   13.70%

Korpacz, Real Estate Investor Survey, 3rd Q, 1997(3)     16.0%    8.0%   12.80%

Korpacz, Real Estate Investor Survey, 3rd Q, 1997(4)     20.0%    11.0%  14.70%

LaSalle Partners, Real Estate Finance Update,              NAV      NAV  11.20%
January 1, 1997(1)

RERC, Real Estate Report, 2nd Q, 1997(1)                 13.0%    12.0%  12.40%
- --------------------------------------------------------------------------------
  (1) all hotels  (2) full service hotels only   (3) luxury hotels    
  (4) economy/limited-service hotels
================================================================================

The previous data presents a mixture of historic results with current market
expectations. Because real estate is cyclical in nature, it is important to view
historic market performance in order to ascertain the current stage of the
market cycle in which we are dealing, along with the reasonableness of current
buyer expectations.
<PAGE>

VALUATION                                                                  IV-31
- --------------------------------------------------------------------------------

Certain elements of real estate investments cause the required returns to
generally be higher than some of the traditional investment media. Two
significant elements include management risk and illiquidity. As a result, the
prudent investment manager must compare competitive rates of return, and the
risk associated with those returns. Discussions with some participants indicate
that because of keen competition for investment grade real estate, these
indicators are sometimes compromised if the quality of the property is
significant.

The discount rate to be applied to the cash flows of the subject property must
reflect the quality and durability of the income estimates, as well as the
likelihood of long-term gain in asset value. As discussed, the yield to the
investor, or IRR, must be at a level commensurate with alternative investment
vehicles. With a perceived higher risk, hotel investors are requiring a greater
return on their investment, therefore causing the rise in both capitalization
rates and discount rates. This is in spite of the fact that interest rates are
down. This is due to unusually high equity returns (relative to historical
standards) caused by a small pool of buyers with access to cash, as well as
motivated sellers.

According to the PKF Hospitality Investment Survey, an "optimistic attitude
driving hotel investment continued in 1996 and is expected to remain through
1997. Investors are purchasing hotels at continually rising prices, still
confident of continuing upside potential in the marketplace. It is estimated
that the average price paid for a hotel in 1997 will approximate 91.3% of
replacement cost. This contrasts to the 47.4% mark recorded in 1991, at the
depth of the nation's economic and lodging recession". Despite the influx of new
supply in many markets (in some instances, over development), most analysts and
investors feel a healthy economy and improvements in operating efficiencies will
continue to positively impact profitability. According to survey respondents,
investment dollars flowing into the hospitality industry has yet to subside,
with 82% of the 141 companies interviewed planning to purchase or sell one or
more hotels in 1997. Heightened competition, especially from REITs, has pushed
prices up and investor yields down.

A CB Commercial survey that focused on West Coast hotel investment pricing
trends found that values rose to more than $63,000 per room last year from just
under $47,000 in 1995. According to Landauer, the gap between pricing and
replacement cost is narrowing. In fact, they suggest that certain sales are at
replacement value, if one considers the cost of what should have been
constructed rather than what was developed.

Korpacz reported record profits for hotels in 1996, which has continued into
1997. Their survey respondents also reported record sales volumes during that
time frame. They speculated there would be fewer transactions in 1997, but at
higher prices. While room rate growth was impressive, they anticipated increases
in 1997 at more than double the rate of inflation. This increase can be
partially attributable to the higher percentage of new full service hotel
construction, as well as the fact that there have been limits to new supply
additions in most markets, and therefore a certain amount of pent up demand
accommodated. In addition, contributing to the phenomenal profit levels are that
6.9 cents out of every one dollar of revenue is used to pay interest expense,
compared with 14 cents during the industry's worst year, 1990. Hotels are also
operating with fewer employees. Food and beverage services are being paired
down. Korpacz indicates that the industry is clearly in an 
<PAGE>

VALUATION                                                                  IV-32
- --------------------------------------------------------------------------------

expansion mode, with the bulk of new construction in mid-priced, limited-service
and extended stay product. Overall, they report that it will be less expensive
to build than to buy limited-service product in 1997, and the gap for
full-service and luxury hotel replacement costs is narrowing. Construction
financing is the most difficult hurdle. A common theme among survey participants
is the impact of Wall Street and the increased activity in the public capital
markets as a source of financing for the lodging industry.

In the case of a hotel, an asset in which the risks are typically higher than
other types of real estate due to an ability to react on a daily basis to
changes in the market, the profits can also be significantly higher. At a
certain average rate and occupancy, because of a high percentage of fixed costs
including payroll, additional revenues (increases in occupancy and average daily
rate) drop straight to the bottom line.

In yield capitalization ( DCF analysis), the yield rate is a complete measure of
profitability, with the cash flows and the reversion, the return on and of
capital, being specifically set out in the analysis. When an investor purchases
a property and anticipates appreciation in value, the total yield rate will be
higher than the expected rate of income, i.e., the Ro.

As noted previously, the stabilized (going-in) overall capitalization rate was
estimated at 9.0%. "Terminal" capitalization rates are typically 25 to 100 basis
points above "going-in" rates. Yield rates (discount rates) are directly related
to growth in revenues, sales costs and terminal capitalization rates. The
terminal capitalization rate was estimated at 9.50%, while sales costs equated
to 1.3% of the indicated sales price. The cash flow rate of change from the
stabilized year NOI to the reversion year NOI indicates 3.31% annually.
Utilizing the estimated DCF value of $60,200,000 via the Income Approach, which
was adjusted for revenue gains to stabilization of $137,000 as the present
value, ($60,063,000 + $137,000 = $60,200,000) and our estimated net reversion
value of $77,607,338 as the future value after a 10 year holding period, the
compound annual rate of change in property value based on our cash flow
assumptions is 2.60%. The weighted change rate, based on this analysis, is
3.02%. As a further check for reasonableness, the value via the Sales Comparison
Approach at $61,600,000, as compared to the future value via the income approach
of $77,607,338, reflects a value rate of change of 2.33%. Therefore, the
indicated yield rate (discount rate) for the property could be calculated as
follows:

      Overall Capitalization Rate + Weighted Annual Change in Value = Yield

       9.0%            +            3.02%           =                12.02%

       9.0%            +            2.33%           =                11.33%

Utilizing the previous calculation as the basis for a reasonable discount rate
indicator, the industry surveys noted previously, affording the most weight to
the luxury hotel segment indicators ranging from 8.0% to 16.0%, with an average
of 12.80%, we have assumed a discount rate of 12.0% as reasonable for the
subject property.
<PAGE>

VALUATION                                                                  IV-33
- --------------------------------------------------------------------------------

Present Value Analysis: The following chart presents a summary of the cash flow
from operations, the terminal capitalization rate calculation, the net sale
proceeds from the property resale, and the indicated present value analysis at
the discount rate discussed.

                        Four Seasons Hotel, Austin, Texas
                          Discounted Cash Flow Analysis

       (Fiscal)      Net Operating       Present Value
        Year            Income          Factor at 12.0%      Present Value
       ------      ------------------  ----------------      -------------
       1998         $ 6,050,520            0.892857           $ 5,402,249
       1999           5,842,000            0.797194             4,657,207
       2000           5,384,000            0.711780             3,832,224
       2001           6,062,000            0.635518             3,852,510
       2002           6,246,000            0.567427             3,544,149
       2003           6,439,000            0.506631             3,262,197
       2004           6,626,000            0.452349             2,997,264
       2005           6,831,000            0.403883             2,758,925
       2006           7,039,000            0.360610             2,538,334
       2007           7,256,000            0.321973             2,336,236
                                                                ---------

       Total Present Value of Cash Flows                      $35,181,295

       Value of Reversion

       Terminal Net Operating Income                          $ 7,469,000
       Terminal Capitalization Rate                                 9.50%
                                                              -----------
       Reversion Value                                        $78,621,053
       Less: Cost of Sale                                      (1,013,715)
                                                              -----------
       Terminal Net Sale Proceeds                             $77,607,338
                   Discount Factor                               0.321973
                                                              -----------

       Present Value of Reversion                             $24,987,467
                                                              -----------
       Total Value of Cash Flow & Reversion                   $60,168,762

       Rounded                                                $60,200,000
                                                              ===========

       Implied Per Unit:                                      $206,873
       Implied Stabilized Capitalization Rate:                8.96%
       Implied Effective Room Revenue Mult.                   4.3
       Implied Effective Gross Income Mult.                   2.5
       Portion of DCF indication from Cash Flows              58.47%
       Portion of DCF indication from Reversion               41.53%
<PAGE>

VALUATION                                                                  IV-34
- --------------------------------------------------------------------------------

Summary of Income Capitalization Approach

In a direct capitalization, whereby one year of income is capitalized, the Ro is
derived directly from the market, and although not specifically addressed, the
expected rate of return on capital and the means of recapture are inherent in
that rate.

The anticipated growth rate in the discounted cash flow analysis is a function
of the escalation assumptions and the growth in property value indicated by the
reversion estimate. Therefore, the average annual growth rate (CR, constant
ratio change) inferred by the combination of these factors should explain the
relative difference between the Ro indicated in a direct capitalization of the
subject's stabilized year income (adjusted for revenue loss/gain to
stabilization and any major capital expenditures) and the yield rate (or
discount rate) selected for the discounted cash flow analysis.

Reconciliation of Valuation Methods

The valuation based on the Direct Capitalization method resulted in a value of
$60,000,000. This estimate reflected a 0.3% value difference from the DCF
Approach of $60,200,000. It is our opinion that significant consideration should
be given to the anticipated timing of the cash flows over the stabilized
amounts, with the amount and duration of the assured income addressed on an
individual yearly basis, rather than merely as a global adjustment to the Ro.
Specifically, we also feel that there is inherently more risk associated with
the investment due to anticipated additions to the competitive supply prior to
the completion of the expansion of the convention center, which we feel are
reflected in our projected cash flows as well as capitalization and discount
rates. Therefore, it is our opinion that the indication of value via the Income
Approach, as of the date specified, is as follows:

Indication of Value By the Income Capitalization Approach:           $60,200,000

SALES COMPARISON APPROACH

Introduction

The basic appraisal principals which have to be addressed in comparing
comparable market transactions to the subject include supply and demand,
substitution, balance, and externalities. In analyzing demand, consideration
must be given to the number of potential users, their purchasing power and their
tastes and preferences. Supply considerations focus on existing properties that
are unsold or vacant, and potential new additions of product. Prices tend to
change as this relationship changes. When demand is high, prices tend to
increase. When demand is low, or supply exceeds demand, prices tend to decline.
The principal of substitution holds that the value of a property tends to be set
by the cost of acquiring an equally desirable substitute property.

Balance is not only important in the supply/demand relationship, but must be
considered in the relationship between land and improvements or the property and
its environment. Under improved properties where the underlying land value is
out of balance with the existing use, or where the improvements have been
over-amenitized for that particular market, can cause imbalance which imputes
different prices to otherwise comparable properties.
<PAGE>

VALUATION                                                                  IV-35
- --------------------------------------------------------------------------------

External forces such as cycles of economic development or depression, as well as
locational factors, can affect market value. Two properties with identical
physical attributes may vary dramatically in value based on these factors.

The reliability of this approach will vary depending on the combination of these
factors, and the availability of data reflecting conditions similar to those
being realized by the subject. By analyzing sales which qualify as arms-length
transactions between willing, knowledgeable buyers and sellers, we can identify
market value and price trends.

Accordingly, we reviewed a number of recent sales throughout the United States
and consider five to be useful for our analysis, of which one is a competitor of
the Four Seasons in Austin. The sales occurred from February 1996 to March 1997.
The sale properties ranged in size from 100 rooms to 448 rooms. The utilization
of comparable sales located throughout the United States is due to the fact that
the market for investment real estate such as the subject is national. The
inclusion of Sale 1, located in the French Quarter historic district of New
Orleans reflects this to the extent that in spite of its smaller size and market
orientation, its units of comparison (RRM, RevPARM and R0) are in line with the
other sales. It's EGRM is significantly higher, due to its limited food and
beverage.

It should be noted that adjustments for differences in location and physical
condition are very difficult to separate and to quantify for a lodging facility.
Accordingly, adjustments for these areas are often very subjective. However, we
are of the opinion that economic units of comparison are the most appropriate
for comparison purposes. These include the Rooms Revenue Multiplier (RRM) the
Effective Gross Revenue Multiplier (EGRM) and the Revenue Per Available Room
Multiplier (RevPARM). These approaches are based on the theory that a property
location or physical advantage/limitation is reflected in the occupancy and/or's
average room rate it achieves as compared to the subject. While the sale item is
real estate, the buyers criteria is return on and of investment, which is
accomplished through cash flows and property value appreciation.

Presented in the following table is a summary of details on the selected
comparable hotel sales. Since no two properties are ever identical, adjustments
are typically made to the sales prices of the comparable properties for
differences in property rights conveyed, financing terms, conditions of sale,
market conditions (time), location, and physical characteristics. Common units
of comparison to analyze the value of a hotel are the price paid per room and
the revenue multipliers. However, the revenue multipliers were given the most
weight in our analysis, since the prices paid are typically based on current and
anticipated revenues. As such, the ratio of revenues to sale price, should
provide a basis for trends in buyer motivation.

The inclusion of sales throughout the U. S., supported by industry surveys,
shows that the multipliers of income to sales price remain relatively consistent
among investors for this grade of real estate. The details of each transaction
are shown on the sales data sheets presented on the following pages. A summary
chart follows the details. The summary chart includes details on the sales, as
well as details regarding the subject. The economic data utilized for both the
sales and the subject are the actual (or estimated) 12-month operating history
prior to sale. For the subject, we have utilized its previous 12-month operating
performance through August 1997.
<PAGE>

VALUATION                                                                  IV-36
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
SALES SUMMARY CHART                           De La Poste  Ritz-Carlton Mayfair Hotel Hyatt Regency Four Seasons
         Four Seasons Hotel - Austin, Texas   New Orleans     Atlanta     New York       Austin  Beverly Hills
              Item                Subject     Sale 1        Sale 2       Sale 3       Sale 4        Sale 6
                                  -------     ------        ------       ------       ------        ------
<S>                                <C>        <C>          <C>          <C>          <C>           <C>
Date of Sale                          N/A        Mar-97       Sep-96       May-96       Apr-96        Feb-96
Physical Data:
Number of Guest Rooms                 291           100          447          201          448           283
Sale Price Per Room                             160,000      139,821      303,483       84,821       371,025
Year Built                           1986          1972         1984         1925         1982          1971
  Effective Age                        11            25           13           72           15            26
    Number of Restaurants               1        leased            1            1            2             2
    Number of Stories                   9             5           25           15           19            12
    Number of Lounges                   1             1            1            1            1             1
    Total SF Meeting Space         18,021         5,120       16,724       12,212       20,000        25,000
Sale Data:
Sale Price                            N/A   $16,000,000  $62,500,000  $61,000,000  $38,000,000  $105,000,000
Percent Equity                        N/A       100.00%      100.00%      100.00%      100.00%       100.00%
Conditions of Sale                    N/A          Cash         Cash         Cash         Cash          Cash
Cash Equivalent Price                 N/A   $16,000,000  $62,500,000  $61,000,000  $38,000,000  $105,000,000
Cash Equivalent Price/Room            N/A      $160,000     $139,821     $303,483      $84,821      $371,025
Economic Data:
ADR at Sale                       $166.05       $112.00      $132.00      $310.00       $89.25       $281.75
Occupancy at Time of Sale          80.60%        78.00%       73.00%       65.00%       76.90%        69.80%
Room Revenue Per Room              48,870        31,886       35,123       73,547       25,020        71,782
Room Revenue/% Total Revenue       57.74%        88.48%       51.99%       70.00%       61.47%        48.73%
Total Revenue Per Room             84,640        36,036       67,562      105,068       40,703       147,306
Total Expenses Per Room            63,962        20,675       52,796       81,953       32,420       131,839
Expense Ratio Total                75.57%        57.38%       78.15%       78.00%       79.65%        89.50%
NOI Ratio                          24.43%        42.63%       21.85%       22.00%       20.35%        10.50%
NOI Per Room                       20,678        15,360       14,765       23,115        8,283        15,467
RevPAR                             133.84         87.36        96.36       201.50        68.63        196.66
Units Of Comparison:
Room Rev. Multiplier (RRM)            N/A          5.02         3.98         4.13         3.38          5.17
Total Rev. Multiplier (EGRM)          N/A          4.44         2.07         2.89         2.08          2.52
Revenue/Avail. Room (RevPARM)         N/A        1,8032        1,451        1,506        1,236         1,887
 Ro                                   N/A         9.60%       10.56%        7.62%        9.77%         4.17%
              Sample Statistics:
                                                             High          Low         Mean
                                                        --------------------------------------
                         Room Revenue Multiplier (RRM)         5.17          3.39         4.34
                       Total Revenue Multiplier (EGRM)         4.44          2.07         2.80
                  Revenue Per Available Room (RevPARM)        1,832         1,236        1,582
                                                   Ro        10.56%         4.17%        8.34%
</TABLE>

              Source: PKF Consulting/Hospitality Advisory Services
<PAGE>

VALUATION                                                                  IV-37
- --------------------------------------------------------------------------------

Sale 1:
Date of Sale:           March 13, 1997
Name of Property:       The De La Poste Hotel
Location:               316 Chartres Street
                        New Orleans, LA
Grantor:                De La Poste Hotel, Inc. (Lee H. Schlesinger, President)
Grantee:                SLT Realty Limited Partnership (Starwood Lodging Trust)
Land Area:              73,444 square feet     Land/Bldg Ratio:  NAV
Improvements:
  No. Rooms:            100        No. Floors:  5
  Built:                1920/72    No. of Bldgs: 4
  Gross Bldg SF:        63,288
  Restaurant:           one leased to "Bacco"   Lounge:   one
  Meeting Space:        5,120 square feet total
  Facilities:           Landscaped brick paved courtyard area with fountain 
                        and swimming pool, security gate, parking garage for 
                        70 cars.
                     
Consideration:          $16,000,000
Terms:                  Cash to seller
Effective Sale Price:   $16,000,000

Income Data (1996 year end estimated by appraiser familiar with property after
conversations with management co.): Occupancy 78% * cash flows were adjusted to
include a 4% reserve for replacement.

Average Daily Rate:     $112.00
RevPAR                  87.36

================================================================================
    1996 Year End*       100       Total*         Per Room        % EGR
- --------------------------------------------------------------------------------
       Rooms Revenue            $3,188,640         $31,886        88.48%
       Other Revenue               414,964           4,150       11.52%
       Total Revenue             3,603,604          36,036       100.00%
         Expenses                1,923,424          19,234       53.38%
    Replacement Reserve            144,144           1,441        4.00%
   Net Operating Income         $1,536,036         $15,360       42.63%
================================================================================
      *estimated

Units of Comparison:
Price Per Room             $160,000
RRM (Room Revenue)         5.02
EGRM (Total Revenue)       4.44
RevPAR Multiplier          1,832
Ro                         9.60%
<PAGE>

VALUATION                                                                  IV-38
- --------------------------------------------------------------------------------

Comments: At the time of this sale, the property from a physical and structural
standpoint was said to be in good condition. The hotel had negligible deferred
maintenance at time of sale, having been totally renovated over the past seven
years at a reported cost of +$2 million, with approximately $300,000 of that
spent in 1996.

The property is located in the French Quarter (Vieux Carre Commercial District)
of New Orleans. The four buildings comprising the property include a five-story
building containing guest rooms, lobby, lounge, kitchen and restaurant (leased),
service areas and covered garage. The second building is three stories, and
contains an addition to the restaurant, as well as the offices for hotel
management. A third building is a two-story carriage house containing four
rental units. The fourth building is a one-story, warehouse shell built in 1920,
containing meeting space and parking.

Parts of the ground floor were leased in 1990 to the Brennan family to operate
Bacco's Restaurant.
<PAGE>

VALUATION                                                                  IV-39
- --------------------------------------------------------------------------------

Sale 2:
Date of Sale:           September 20, 1996
Name of Property:       Ritz-Carlton - Downtown Atlanta
Location:               181 Peachtree Street NE
                        Atlanta, Georgia 30303
Grantor:                Metropolitan Life Insurance Company
Grantee:                Marriott International
Land Area:              NAV           Land/Bldg Ratio:    NAV
Improvements:
  No. Rooms:            447              No. Floors:       25
  Built:                1984             No. of Bldgs:      1
  Gross Bldg SF:        Not known
  Restaurant:           one ("The Restaurant")    Lounge:  one ("The Cafe")
  Meeting Space:        16,724 square feet total, including a 6,500 sf ballroom,
                        12 conference rooms, three boardrooms. Meeting space is
                        located on three floors.
  Facilities:           22 suites, each with bay window view and honor bar; 39
                        Ritz Carlton Club rooms, 2 suites with private lounge;
                        fitness center; afternoon tea; musical entertainment at
                        lunch and dinner; 24-hour room service
Consideration:          $62,500,000
Terms:                  Cash to seller
Effective Sale Price:   $62,500,000

Income Data:*            1995
                        ------
Occupancy                73%
Average Daily Rate:     $132 * 1995 occupancy/ADR is actual; 1995 cash flows
                        estimated based on typical Ritz
RevPAR                  96.36 Carlton operating ratios (rounded). A 4.0% reserve
                        for replacement was deducted.

================================================================================
        1995 Estimate*                  Total          Per Room         % EGR
- --------------------------------------------------------------------------------
         Rooms Revenue               $15,700,000         $35,123        52.0%

         Other Revenue                14,500,000          32,438        48.0%

         Total Revenue                30,200,000          67,562       100.0%

           Expenses                   23,600,000          52,796        78.1%

     Net Operating Income             $6,600,000         $14,765        21.9%
================================================================================

Units of Comparison:
Price Per Room             $139,821
RRM (Room Revenue)         3.98
EGRM (Total Revenue)       2.07
RevPAR Multiplier          1,451
Ro                         10.56%
<PAGE>

VALUATION                                                                  IV-40
- --------------------------------------------------------------------------------

Comments: The property is located in the downtown financial/legal district, at
Peachtree and Ellis. It was in excellent condition, according to the buyer. The
property is a Triple A, Five Diamond property.

The buyer looked at the historic performance of the property as well as
considering future estimated proforma cash flows. They based their purchase
price on an unleveraged internal rate of return of 15%.
<PAGE>

VALUATION                                                                  IV-41
- --------------------------------------------------------------------------------

Sale 3:
Date of Sale:           May 1996
Name of Property:       Mayfair Hotel Park Avenue
Location:               610 Park Avenue at East 65th Street
                        New York, New York 10021
Grantor:                Investment Group led by Norman Perlmutter
Grantee:                Investment Group led by Colony Capital
Land Area:              NAV     Land/Bldg Ratio:    NAV
Improvements:
  No. Rooms:            201              No. Floors:       15
  Built:                1925             No. of Bldgs:      1
  Gross Bldg SF:        NAV
  Restaurant:           one              Lounge:  located in restaurant area
  Meeting Space:        12,212 square feet total in three rooms: an 11,052 sf
                        meeting room, a 638 sf boardroom and 522 sf boardroom
                        (no ballroom)
  Facilities:           Business services, fitness center with putting green,
                        some rooms with fireplaces
Consideration:          $61,000,000
Terms:                  Cash
Effective Sale Price:   $61,000,000

Income Data:*            1995     1994
                        -------  ------
Occupancy               65.0%     60.0%   * Actual occupancies and rates, 
                                          financial performance estimated
Average Daily Rate:     $310      $289     utilizing ratios provided by 
                                          management, including a 4% reserve
RevPAR                  201.50            173.40 for replacement, rounded

================================================================================
        1995 Estimated                  Total             Per Room       % EGR
- --------------------------------------------------------------------------------
         Rooms Revenue                $14,783,000         $73,547        70.0%

         Other Revenue                  6,335,600          31,520        30.0%

         Total Revenue                 21,118,600         105,068       100.0%

           Expenses                    16,472,500          81,953        78.0%

     Net Operating Income              $4,646,100         $23,115        22.0%
================================================================================

Units of Comparison:
Price Per Room             $303,483
RRM (Room Revenue)         4.13
EGRM (Total Revenue)       2.89
RevPAR Multiplier          1,506
Ro                         7.62%
<PAGE>

VALUATION                                                                  IV-42
- --------------------------------------------------------------------------------

Comments: The Mayfair is located on Manhattan's Upper East Side. An independent
affiliation, it is known for luxury and gracious, low-key service. Several years
prior to sale, the property achieved one of the city's highest ADR's, but its
rate had fallen. The buyer intends to spend an estimated $30,000,000 in required
renovations. It is estimated that this capital infusion will return the property
to its top rated tier.

Teachers Insurance and Annuity Association (TIAA) held the first mortgage
position on the property. The mortgage was $96 million and TIAA was in the
process of taking it back. The property was purchased by Colony at New York
State Court auction.
<PAGE>

VALUATION                                                                  IV-43
- --------------------------------------------------------------------------------

Sale 4:
Date of Sale:           April 1996
Name of Property:       Hyatt Regency Austin
Location:               208 Barton Springs Road
                        Austin, Texas 78704
Grantor:                Redstone Hotels Inc.
Grantee:                Patriot America
Land Area:              8.87 acres/386,377 sf Land/Bldg Ratio:    NAV
Improvements:
  No. Rooms:            448              No. Floors:       19
  Built:                1982             No. of Bldgs:      1
  Gross Bldg SF:        Not known
  Restaurant:           two (170 seats total) + 60-seat patio 
                        Lounge: one (70 seats)
  Meeting Space:        20,000 square feet total, including a 10,290 sf
                        ballroom.
  Facilities:           Atrium lobby with glass elevators and interior stream;
                        outdoor pool and sundeck; health facility and adjacent
                        to jogging trail around Town Lake; 500 surface parking
                        spaces.
Consideration:          $38,000,000
Terms:                  Cash to seller
Effective Sale Price:   $38,000,000

Income Data (1995 year end):
Occupancy               76.9%        * 1995 occupancy/ADR is actual; cash flows 
                                                  provided by buyer.
Average Daily Rate:     $89.25       A 4% reserve for replacement was estimated.
RevPAR                  68.63

================================================================================
  1995 Year End*              448      Total*            Per Room        % EGR
- --------------------------------------------------------------------------------
        Rooms Revenue                    $11,209,000        $25,020       61.47%
        Other Revenue                      7,026,000         15,683      38.53%
        Total Revenue                     18,235,000         40,703      100.0%
          Expenses                        13,794,600         30,792      75.65%
   Reserve for Replacement                   729,400          1,628       4.00%
    Net Operating Income                  $3,711,000         $8,283      20.35%
================================================================================
       *rounded

Units of Comparison:
Price Per Room             $84,821
RRM (Room Revenue)         3.39
EGRM (Total Revenue)       2.08
RevPAR Multiplier          1,236
R(O                        9.77%
<PAGE>

VALUATION                                                                  IV-44
- --------------------------------------------------------------------------------

Comments: The property is located in the south side of Town Lake, directly south
of the central business district. It has access to boating, jogging trails and a
trolley that transports guests to a popular Sixth Street entertainment district.
It has excellent name recognition in Austin, with a popular restaurant and bar
utilized by locals as well as guests.

The seller indicated they had projected 1996 at a 76.2% occupancy and $92.73
average daily rate.
<PAGE>

VALUATION                                                                  IV-45
- --------------------------------------------------------------------------------

Sale 5:
Date of Sale:           February 1996
Name of Property:       The Four Seasons Regent Beverly Wilshire
Location:               9500 Wilshire Boulevard
                        Beverly Hills, California 90212
Grantor:                Regent International Hotels
Grantee:                Polylinks (out of Hong Kong)
Land Area:              NAV         Land/Bldg Ratio:    NAV
Improvements:
  No. Rooms:            283              No. Floors:       9 and 12
  Built:                1928/1971        No. of Bldgs:      2
  Gross Bldg SF:        NAV
  Restaurant:           two              Lounge:  lobby
  Meeting Space:        25,000 square feet total; including a 14,300 sf ballroom
  Facilities:           Outdoor swimming pool; fitness/spa facility; gift shop;
                        11,350 sf of retail
Consideration:          $105,000,000; buyer intends to renovate at a cost of
                        $7.4 million, adding guest rooms, for a total of 387,
                        eventually (total investment $112.4 million)

Terms:                  Cash to seller
Effective Sale Price:   $105,000,000

Income Data:            Actual 1995
Occupancy               69.8%
Average Daily Rate:     $281.75
RevPAR                  137.26     *NOI is after a 4.0% reserve for replacement

================================================================================
         Actual 1995                    Total             Per Room       % EGR
- --------------------------------------------------------------------------------
        Rooms Revenue                 $20,314,400         $71,782        48.7%

        Other Revenue                  21,373,200          75,524        51.3%

        Total Revenue                  41,687,600         147,306       100.0%

          Expenses                     37,310,400         131,839        89.5%

    Net Operating Income*              $4,377,200         $15,467        10.5%
================================================================================

Units of Comparison:                 Actual        Proforma/After Renovation
Price Per Room                      $371,025                $290,439
RRM (Room Revenue)                  5.17
EGRM (Total Revenue)                2.52
RevPAR Multiplier                   2,703
Ro                                  4.17%            6.0%, based on budget
<PAGE>

VALUATION                                                                  IV-46
- --------------------------------------------------------------------------------

Comments: The subject is a luxury hotel located on Wilshire Boulevard between
Rodeo Drive and El Camino Drive, in the heart of Beverly Hills, California. The
Regent was originally developed and opened by Walter G. McCarty in 1928. It was
sold in the early 1940's to Arnold Kirkeby, who in turn sold it in 1958 to
Evelyn Sharp, a New York hotelier. In 1961, the Regent was sold to William
Zeckendorf, who after only 11 days sold the hotel to Hernando Courtright. On
December 31, 1985, the hotel was purchased by Regent International Hotels for
$125,000,000. In 1991, Regent and Four Seasons merged, thereby adding the Four
Seasons name. According to the property, they answer their phones as The Regent,
since the name is too long, otherwise.

The Wilshire wing of the hotel was completely renovated in 1987 and the Beverly
wing was refurbished up to the sixth level between 1990 and 1991. Total cost of
the renovation was expected to be $16 million. In 1995, the hotel's rooms
inventory was reduced by 20 in the Beverly wing, which resulted in more
suite-type rooms and a total room inventory of 278, according to management.
Financial statements provided by the property indicate 283 rooms, due to the
fact that they have permanent residents, which precludes their ability to sell
them. However, we have utilized the total 283 for our financial comparisons, as
the revenues and expenses for the permanent rooms are included in their
statements. Long term plans include renovating and reopening floors 7 through 12
in the Beverly wing which would add 109 rooms for a total of 387 guest rooms.

While the sale may not be considered distressed, given the total estimated
investment in the property by the current owners, and the additional investment
necessary for the property to reach its maximum potential, there may have been
pressure to reduce losses through a sale. Therefore, the current price utilized
in our analysis represents the property as a 283-room facility before major
capital infusion, and not the maximum, or potentially highest and best use of
the site, as a 387 room hotel.
<PAGE>

VALUATION                                                                  IV-47
- --------------------------------------------------------------------------------

Finally, multipliers from the PKF Consulting, Hospitality Investment Survey 2nd
Quarter 1997 were compared to the comparable sales. As noted previously, a
sample size of 1,549 transactions was researched.

================================================================================
                             Revenue Multipliers
- --------------------------------------------------------------------------------
       Room Revenue Multipliers (RRM)            High        Low       Average
- --------------------------------------------------------------------------------
PKF Consulting, Hospitality Investment 
Survey, 2nd Q 1997
- --------------------------------------------------------------------------------
                                 Full-Service    3.50       2.00         2.50
- --------------------------------------------------------------------------------
                              Limited-Service    4.00       2.00         2.80
- --------------------------------------------------------------------------------
                                       Resort    3.00       2.20         2.60
- --------------------------------------------------------------------------------
                               All Properties                            2.70
- --------------------------------------------------------------------------------
   Effective Gross Revenue Multipliers (EGRM)    High        Low        Average
- --------------------------------------------------------------------------------
PKF Consulting, Hospitality Investment 
Survey, 2nd Q 1997
- --------------------------------------------------------------------------------
                                 Full-Service    2.50       1.70         2.10
- --------------------------------------------------------------------------------
                              Limited-Service    4.00       2.50         3.10
- --------------------------------------------------------------------------------
                                       Resort    2.50       2.50         2.50
- --------------------------------------------------------------------------------
                               All Properties                            2.50
================================================================================

Adjustments

     o    Property Rights Conveyed: All of the sales reflect the transfer of fee
          simple interests, and therefore no adjustments were required for the
          property rights conveyed.

     o    Financing Terms: The transaction price of one property may differ from
          that of an identical property because financing arrangements vary. All
          sales were purchased for cash or reported at a cash equivalent price.

     o    Conditions of Sale: When the conditions of sale are atypical, the
          result may be a price that is higher or lower than that of a normal
          market transaction. Such transfers might include distress or
          liquidation sales, non-arms-length sales, assemblage acquisitions,
          eminent domain sales, sales with unusual tax considerations, or sales
          with lack of exposure on the open market. It can be argued that Real
          Estate Investment Trusts (REITs) are paying premiums over market
          because of structural efficiencies. Their public ownership gives the
          "paired-shared" REITs an ability to recoup certain operating expenses
          such as management fees, as well as benefit from friendly tax
          structures. In addition, in order to continue returns to owners, the
          REITs must continue to grow. Wall Street has recognized this by low
          cost of capital, which has 
<PAGE>

VALUATION                                                                  IV-48
- --------------------------------------------------------------------------------

          driven property values closer to replacement value in many instances.
          The reality is that the investment climate for a purchase of the
          magnitude of the comparable sales as well as the subject, tends to be
          by REITs, C-Corps, limited partnerships, regional hotel companies and
          major chains/corporations. They can benefit from their established
          credit ratings and lower cost of money, economies of scale when it
          comes to buying power and management structure, and tax advantages or
          important chain expansion considerations. Sales 1 and 4 were purchased
          by Starwood and Patriot American (both REITs). Sale 2 was purchased by
          a major hotel chain, and Sales 3 and 5 were purchased by investment
          groups. From that standpoint, it can be argued that the motivations
          for the buyers for the subject comparables are typical in the current
          investment climate. However, there is also a difference between Market
          Value and the Value to a particular investor or buyer. These
          properties are certainly more valuable to their respective purchasers
          than to their lenders, in the event of default.

          With this in mind, since the Sales Comparison Approach is a further
          check for reasonableness in conjunction with the Income Approach, and
          the Income Approach does not take into consideration the
          "paired-shared" advantages of a REIT, or the intended growth of a
          hotel company or major chain expansion, we will assume that this
          approach will support an upper limit to the value of the subject
          property.

     o    Market Conditions (Time): Market conditions may change between the
          time of sale of a comparable property and the date of the appraisal.
          Under such circumstances, the price of the comparable property would
          be different at a later time (the date of appraisal) and an adjustment
          would have to be made to the actual transaction if the sale were used
          as a comparable. The sales included in our analysis occurred between
          February 1996 and March 1997. The results of investor survey's
          conclude that there has been upward pressure on hotel values. This is
          especially apparent in the full service hotel assets. Some of this has
          been as a result of the fact that there has been limited new supply
          for more costly hotel product over the past 10 years, coupled with
          increasing demand. This is reflected in increasing occupancies and
          average daily rates, which are inherent in the income multipliers
          utilized in our analysis.

     o    Location: An adjustment for location may be required if the locational
          characteristics of a comparable property are significantly different
          from those of the subject neighborhood. With regard to the selected
          sales, one is located in the very popular French Quarter sector of New
          Orleans, two are located in downtown areas (Atlanta and New York),
          with one being located in close proximity to the downtown in Austin,
          and one in California. Again, since investments of this magnitude are
          made regarding considerations of potential cash flows, locational
          advantages or disadvantages are typically reflected in achieved
          (projected) occupancies and average rates.
<PAGE>

VALUATION                                                                  IV-49
- --------------------------------------------------------------------------------

     o    Physical Characteristics: Physical characteristics include such items
          as size, construction quality, age and condition, and physical
          exposure. Adjustments for physical differences are generally based on
          observation of the physical characteristics of each sales property.
          For hotel properties, a good indicator of physical characteristics
          relates to the chain affiliation, which typically sets a corporately
          mandated standard when the property is built or converts. All of the
          non-Louisiana sales are chain affiliated. Three of the properties are
          chain affiliated, with one being a Four Seasons, like the subject.
          Sales 1 and 3 are not chain affiliated and are located in a popular
          historic district and densely developed area, respectively. While
          operating at good occupancies and rates relative to their competition
          at sale, part of their charm and appeal could be considered functional
          obsolescence outside of their immediate areas.

          The subject has undergone periodic capital maintenance expenditures
          and is in good condition. As noted on the capital expenditure records,
          not all of the mandated replacement reserve has been spent in 1997. As
          a reserve, unspent capital should be accumulated until such time as it
          is needed. Sale 1 had been totally renovated prior to sale, Sale 2 was
          in excellent condition, Sale 3 was planned by the buyer to undergo
          major renovation, Sale 4 was in good condition and Sale 5 was to
          undergo a renovation. Again, since none of these expenditures involved
          repositioning issues, we are assuming that their present conditions
          are responsible for their achievable occupancies and average daily
          rates, meaning that their multipliers should not be impacted, when
          utilizing previous 12-month operating histories.

Room Revenue Multiplier (RRM): The first point of comparison utilized in the
analysis. The RRM is a factor reflecting the relationship between the room
revenue and its sale price or value. The principal advantage of the technique is
that the reflection of rental income is direct. Therefore, differences between
properties which could involve adjustments, based on judgement estimates, have
been resolved by the free action of the rental market. If the comparable
properties have some advantage over the subject in age, condition,
accessibility, location or physical characteristics, the difference in actual
rental presumably reflects the extent of this advantage.

The demand for quality hotel rooms has increased thereby putting upward pressure
on values. In addition, the subject hotel is the only luxury property in Austin,
located downtown near the State Capitol complex, in one of the most actively
developing high-technology business markets in the United States. In addition,
it is located on the banks of Town Lake, with jogging and walking trails as well
as a crewe dock; and near the Congress Street bridge, which houses the largest
concentration of bats in North America - both popular tourist attractions.

The comparable properties reflected RRM's from 3.39 to 5.17, with a mean of
4.34. The PKF Industry survey reflected lower indicators, ranging from 2.0 to
3.5 for full service properties, with a mean of 2.5. One very significant factor
in the comparison of the RRM is the amount of other income as well as expense
ratios.
<PAGE>

VALUATION                                                                  IV-50
- --------------------------------------------------------------------------------


When comparing expense ratios and other income characteristics, a trend is noted
with Sales 2 through 4. Arraying the sales by ratios, the units of comparison
are as follows:

================================================================================
                                            Arrayed in Descending Order
                            ----------------------------------------------------
                            Subject     Sale 3         Sale 2        Sale 4
- --------------------------------------------------------------------------------
Total Revenue Per Room      $84,640    $105,068        $67,562       $40,703

Total Expenses Per Room     $63,962     $81,953        $52,796       $32,420

Expense Ratio Total          75.57%     78.00%         78.15%        79.65%

NOI Ratio                    24.43%     22.00%         21.85%        20.35%

NOI Per Room                $20,678     $23,115        $14,765       $8,283

Room Revenue Multiplier                  4.13           3.98          3.39
================================================================================
Sale 1, with an NOI Ratio of 42.62%, reflected a 5.02 RRM, which would tend to
set the upper limit to the indicated multiplier. Considering the information in
the chart, the subject would fall between Sale 3 and 1, but closer to Sale 3.

Using the previous 12-month operating history of the subject (available through
August 31, 1997) the following is our estimate of value via the RRM method.

              =====================================================
                             Room Revenue Multiplier
              -----------------------------------------------------
                Rooms Revenue       $14,221,300     $14,221,300
                
                    X RRM               4.25            4.50
                                   --------------------------------
                    Total            60,440,525      63,995,850

                   Rounded          $60,400,000     $64,000,000
              =====================================================

Effective Gross Revenue Multiplier (EGRM): The second point of comparison
utilized in the analysis. The EGRM takes into account all revenue sources
including rooms, food and beverage, telephone, minor operated departments and
rentals and other income. Here again, the advantage of this technique is that
the reflection of income associated with the investment is direct. If the
comparable properties have some advantage over the subject in terms of services
or amenities, the difference in actual revenue presumably reflects the extent of
this advantage. One very significant factor in the comparison of the EGRM is the
amount of other income as well as expense ratios. Note the high percentage of
room revenue to total revenue for Sale 1, relative to the other sales. New
Orleans is world renown for its food (and beverage). One challenge hoteliers
have in the French Quarter area, is the utilization of their food and beverage
outlets. Many have elected to rent space to well known chefs to operate (as in
Sale 1), with the ability for guest utilization, but without an obvious
affiliation with the hotel. As such, it would be logical that the New Orleans
properties would reflect higher multipliers than the PKF Investment Survey
sample.
<PAGE>

VALUATION                                                                  IV-51
- --------------------------------------------------------------------------------

The range of EGRMs for the comparables is from 2.07 to 4.44, with a mean of
2.80. Factors influencing this ratio include the extent and utilization of food
and beverage, amenities and vending areas, rental space income and the usage of
services such as valet and laundry. The subject has both restaurant and lounge,
meeting space, gift shop, health club, rental space and garage income, and
reflects a percentage of room revenue to total revenue at 57.74%. As such, it
would tend to fall somewhere between Sales 2 and 4. However, additional factors
need to be considered. Some "other income" is highly profitable, while some can
operate at a loss. An example would be rental space, which is typically net,
versus food and beverage, which ran approximately 74% expenses for the subject
over the previous 12-month period. In addition, in terms of overall expenses,
the subject is responsible for a common area maintenance charge for the office
complex and garage area. Comparing expense ratios, the subject is most similar
(although more profitable) to both Sales 2 and 3.

A comparison of the subject with the PKF Investment Surveys ranged from 1.70 to
2.50, with a mean of 2.10 for full service properties. The PKF Investment Survey
average was lower than all but two of the comparable sales. Again, we have
considered the current demand for hotel properties and the upward pressure on
values, as well as quality of the subject facility.

Considering the comparable sale indicators, we believe that a range of EGRM's
appropriate for the subject are as follows.

             =======================================================
                            Total Revenue Multiplier
             -------------------------------------------------------
                 Total Revenue        $24,630,300     $24,630,300
             
                    X EGRM                2.50            2.70
                                   ---------------------------------
                     Total             61,575,750      66,501,810

                    Rounded           $61,600,000     $66,500,000
             =======================================================

Revenue Per Available Room Multiplier (RevPARM): The RevPARM compares ratios of
the RevPAR to the sales price. RevPAR is calculated by multiplying the occupancy
by the average daily rate. By multiplying the two performance indicators, it
becomes an equalizer in comparing hotel operations. Although expense ratios or
the potential for improving the bottom line via repositioning issues needs to be
taken into account, it is another comparison for investor behavior or
expectations. RevPARM's ranged from 1,236 to 1,887, with a central tendency at
1,582. The average RevPAR for the five comparables is $130.10, which is very
similar to that of the subject at $133.84. The two highest RevPAR's are
comparable Sales 3 and 5, primarily due to their extremely high average daily
rates. The subject falls somewhere in between Sales 2 and 5, in terms of its
RevPAR, though closer to Sale 2. We have therefore considered the range of
multipliers appropriate as follows:
<PAGE>

VALUATION                                                                  IV-52
- --------------------------------------------------------------------------------

             ======================================================
                      Revenue Per Available Room Multiplier
             ------------------------------------------------------
                    RevPAR              $133.84         $133.84
           
                Number of Rooms           291             291
           
                   X RevPARM             1,550           1,580
                                   --------------------------------
                     Total             60,368,532      61,536,955
           
               Value Indication       $60,400,000     $61,500,000
             ======================================================
       
Conclusion - "As Is" Market Value

Our value estimate of the subject, based on the previous three approaches, is as
follows:

================================================================================
Rooms Revenue Multiplier                     $60,400,000     to     $64,000,000

Effective Gross Revenue Multiplier           $61,600,000     to     $66,500,000

Revenue Per Available Room Multiplier        $60,400,000     to     $61,500,000
================================================================================

Thus, it is our opinion that the "As Is" market value of the fee simple
interest, as of October 1, 1997, by the Sales Comparison Approach is:

          ============================================================
                       Four Seasons Hotel - Austin, Texas
          ------------------------------------------------------------
                                   $61,600,000
          ============================================================

RECONCILIATION AND FINAL ESTIMATE OF VALUE

The reconciliation involves the correlation of the conclusions reached from the
valuation methodologies applied, considering the property type and the
requirements of the appraisal assignment. This process depends on the
recognition of the appropriateness and reliability of each approach, and of the
quality and reliability of the data obtained. The approaches replicate
alternative ways of viewing market phenomena. A final estimate of value is
selected as the dominant tendency or most probable outcome from a range of
possible outcomes. The results from the approaches in estimating the prospective
value of the fee simple interest in the subject, "As Is", as of October 1, 1997,
are as follows.
<PAGE>

VALUATION                                                                  IV-53
- --------------------------------------------------------------------------------

           ==========================================================
                       Four Seasons Hotel - Austin, Texas
           ==========================================================
             Income Approach                            $60,200,000
             
             Sales Comparison Approach                  $61,600,000
             
             Cost Approach                            not applicable
           ==========================================================

The approaches to value replicate alternative ways of viewing market phenomena.
A final estimate of value is selected as the dominant tendency or most probable
outcome from a range of possible outcomes.

The Income Approach reflects the present value which an investor would be
willing to pay for the anticipated benefits to be derived from the ownership of
the property. The measurement of investment performance is the primary concern
of the market participants dealing with this type property. Since this approach
most closely reflects actual market conditions, and properties such as the
subject are typically purchased based on their revenue producing potential, the
most emphasis was placed on the Income Approach in our final value estimate.

The Sales Comparison Approach relies upon the principle of replacement. The
comparison utilized in the analysis was the financial performance of the
property through the effective gross room revenue multiplier and the total gross
revenue multiplier. The Sales Comparison approach supported the Income approach.
This approach is generally considered a reliable indicator of value since it
reflects the actions of buyers and sellers in the market. Because of the
difficulties associated with comparing the locational and physical attributes of
properties, as well as the preponderance of purchases generated by REITs,
regional hotel companies, major chains, and C-Corps which may reflect financial
advantages in terms of operating efficiencies, lower costs of capital, favorable
tax considerations as well as marketing opportunities for brand name expansion,
we have considered this approach to reflect the upper limit to value.

A Cost Approach to value was not performed. The Cost Approach is most reliable
when the subject improvements are relatively new. In most instances, this value
indication reflects the upper limit of value, since a prospective
investor/purchaser would not purchase an existing property if a replacement
could be constructed at the same price. In the case of older existing
properties, some difficulties in the comparative basis of the Cost Approach
value indication arise due to the difficulty in estimating various instances of
physical and functional obsolescence. In addition, since no two properties can
reflect perfectly identical locations, the theoretical base of this approach
sometimes requires excessive subjective judgement.

Based on the facts, assumptions, and procedures outlined in this report, it is
estimated that the "As Is" market value of the fee simple interest of the Four
Seasons Hotel, under market conditions observed as of October 1, 1997, is:
<PAGE>

VALUATION                                                                  IV-54
- --------------------------------------------------------------------------------

         =============================================================
                   Sixty Million Two Hundred Thousand Dollars
         =============================================================
                                   $60,200,000
         =============================================================

Of this, we have estimated the value of the personal property (Furniture,
Fixtures and Equipment) or FF& E. It should be noted that the subject has many
antiques, unusual "Texana" furnishings and seemingly valuable artwork that would
be beyond the scope of this appraisers expertise to attempt to value. However,
based on the level of quality of the furnishings and the nature of the property,
as well as the perceived quality of the Four Seasons affiliation, we have
estimated FF & E on the high end of typical prototype furnishings at $25,000 to
$30,000 per available guest room. Typical life for hotel FF & E is in the seven
to 10 year range, although most replacements are ongoing, and soft goods are
typically replaced on a five to seven year cycle. Therefore, we have considered
the value of the FF & E at $8,000,000 (291 rooms times $27,500 per room,
rounded). Since replacements are made constantly, we have assumed a weighted
depreciation rate. According to Marshall & Swift Valuation Service, FF & E is
fully depreciated at 79% (there will always be salvage value). We have assumed a
30% depreciation for FF & E. This rate assumes a weighted range of both new and
fully depreciated items, and results in a depreciated value of the FF & E at
$5,600,000.

MARKETING PERIOD

The 2nd Quarter 1997 Hospitality Investment Survey - PKF Consulting, indicates
that recent sellers of hotel properties have found that approximately six months
of exposure is a typical marketing period. We are of the opinion that a
reasonable marketing period for the subject, if appropriately priced and
marketed would be six to 12 months.
<PAGE>

                                     ADDENDA

                      ADDENDUM A - STATEMENT OF ASSUMPTIONS
                            AND LIMITING CONDITIONS

                    ADDENDUM B - CERTIFICATION OF APPRAISERS

                 ADDENDUM C - SUBJECT PROPERTY SITE PLAN, LEGAL
                          DESCRIPTION AND PHOTOGRAPHS

                   ADDENDUM D - PHOTOGRAPHS OF THE COMPETITIVE
                            SUPPLY/COMPARABLE SALES

               ADDENDUM E - MERRILL LYNCH MORTGAGE CAPITAL, INC.
                               ENGAGEMENT LETTER

                   ADDENDUM F - QUALIFICATIONS OF APPRAISERS

                                                                          [LOGO]
<PAGE>

                                   ADDENDUM A

                STATEMENT OF ASSUMPTIONS AND LIMITING CONDITIONS

                                                                          [LOGO]
<PAGE>

                STATEMENT OF ASSUMPTIONS AND LIMITING CONDITIONS

This appraisal report is made with the following assumptions and limiting
conditions:

Date of Value - The conclusions and opinions expressed in this report apply to
the date of value set forth in the letter of transmittal accompanying this
report. The dollar amount of any value opinion or conclusion rendered or
expressed in this report is based upon the purchasing power of the United States
dollar existing on the date of value.

Economic and Social Trends - The appraiser assumes no responsibility for
economic, physical or demographic factors which may affect or alter the opinions
in this report if said economic, physical, or demographic factors were not
present as of the date of the letter of transmittal accompanying this report.
The appraiser is not obligated to predict future political, economic or social
trends.

Information Furnished by Others - In preparing the report, the appraiser was
required to rely on information furnished by other individuals or found in
previously existing records and/or documents. Unless otherwise indicated, such
information is presumed to be reliable. However, no warranty, either express or
implied, is given by the appraiser for the accuracy of such information and the
appraiser assumes no responsibility for information relied upon later found to
have been inaccurate. The appraiser reserves the right to make such adjustments
to the analyses, opinions and conclusions set forth in this report as may be
required by consideration of additional data or more reliable data that may
become available.

Title - No opinion as to the title of the subject property is rendered. Data
related to ownership and legal description was obtained from the attached title
report records and is considered reliable. Title is assumed to be marketable and
free and clear of all liens, encumbrances, easements and restrictions except
those specifically discussed in the report. The property is appraised assuming
it to be under responsible ownership and competent management, and available for
its highest and best use.

Hidden Conditions - The appraiser assumes no responsibility for hidden or
unapparent conditions of the property, subsoil, ground water or structures that
render the subject more or less valuable. No responsibility is assumed for
arranging for engineering, geologic or environmental studies that may be
required to discover such hidden or unapparent conditions.

Hazardous Materials - The appraiser has not been provided any information
regarding the presence of any material or substance on or in any portion of the
subject property or improvements thereon, which material or substance possesses
or may possess toxic, hazardous and/or other harmful and/or dangerous
characteristics, Unless otherwise atated in the report, the appraiser did not
become aware of the presence of any such material or substance during the
appraiser's inspection of the subject property. However, the appraiser is not
qualified to investigate or test for the presence of such materials or
substances. The presence of such materials or substance may adversely affect the
value of the subject property. The value estimated in this report is predicated
on the assumption that no such material or substance is present on or in the
subject property or in such proximity thereto that it would cause a loss in
value. The Appraiser assumes no responsibility for the presence of any such
substance or material on or in the subject property, nor for any expertise or
engineering knowledge required to discover the presence of such substance or
material. Unless otherwise stated, this report assumes the subject property is
in compliance with all federal, state and local environmental laws, regulations
and rules.

Zoning and Land Use - Unless otherwise stated, the subject property is appraised
assuming it to be in full compliance with all applicable zoning and land use
regulations and restrictions.

Licenses and Permits - Unless otherwise stated, the property is appraised
assuming that all required licenses, permits, certificates, consents or other
legislative and/or administrative authority from any local, state or national
government or private entity or organization have been or can be obtained or
renewed for any use on which the value estimate contained in this report is
based.
<PAGE>

                STATEMENT OF ASSUMPTIONS AND LIMITING CONDITIONS
                              (Continued - Page 2)

Engineering Survey - No engineering survey has been made by the appraiser.
Except as specifically stated, data relative to size and area of the subject
property was taken from sources considered reliable and no encroachment of the
subject property is considered to exist.

Subsurface Rights - No opinion is expressed as to the value of subsurface oil,
gas or mineral rights or whether the property is subject to surface entry for
the exploration or removal of such materials, except as it expressly stated.

Maps, Plats and Exhibits - Maps, plats and exhibits included in this report are
for illustration only to serve as an aid in visualizing matters discussed within
the report. They should not be considered as surveys or relied upon for any
other purpose, nor should they be removed from, reproduced or used apart from
the report.

Legal Matters - No opinion is intended to be expressed for matters which require
legal expertise or specialized investigation or knowledge beyond that
customarily employed by real estate appraisers.

Allocation Between Land and Improvements - The distribution, if any, of the
total valuation in this report between land and improvements applies only under
the stated program of utilization. The separate allocations for land and
improvements must not be used in conjunction with any other appraisal and are
invalid if so used.

Right of Publication - Possession of this report, or a copy of it, does not
carry with it the right of publication. Without the written consent of PKF
Consulting/Hospitality Advisory Services, this report may not be used for any
purpose by any person other than the party to whom it is addressed. In any
event, this report may be used only with properly written qualification and only
in its entirety for its stated purpose.

Testimony in Court - Testimony or attendance in court or at any other hearing is
not required by reason of rendering this appraisal, unless such arrangements are
made a reasonable time in advance of said hearing. Further, unless otherwise
indicated, separate arrangements shall be made concerning compensation for the
appraiser's time to prepare for and attend any such hearing.

Structural Deficiencies - The appraiser has personally inspected the subject
property, and except as noted in this report, finds no obvious evidence of
structural deficiencies in any improvements located on the subject property.
However, the appraiser assumes no responsibility for hidden defects or
non-conformity with specific governmental requirements, such as fire, building
and safety, earthquake or occupancy codes, unless inspections by qualified
independent professionals or governmental agencies were provided to the
appraiser. Further, the appraiser is not a licensed engineer or architect and
assumes no responsibility for structural deficiencies not apparent to the
appraiser at the time of this inspection.

Termite/Pest Infestation - No termite or pest infestation report was made
available to the appraiser. It is assumed that there is no significant termite
or pest damage or infestation, unless otherwise stated.

Income Data Provided by Third Party - Income and expense data related to the
property being appraised was provided by the client and is assumed, but not
warranted, to be accurate.

Asbestos - The appraiser is not aware of the existence of asbestos in any
improvements on the subject property. However, the appraiser is not trained to
discover the presence of asbestos and assumes no responsibility should asbestos
be found in or at the subject property. For the purposes of this report, the
appraiser assumes the subject property is free of asbestos and that the subject
property meets all federal, state and local laws regarding asbestos abatement.

Archaeological Significance - No investigation has been made by the appraiser
and no information has been provided to the appraiser regarding potential
archaeological significance of the subject property or any portion thereof. This
report assumes no portion of the subject property has archaeological
significance.

Compliance with the Americans with Disabilities Act - The Americans with
Disabilities Act ("ADA") became effective January 26, 1992. We have not made a
specific compliance survey and analysis of this property to determine whether
<PAGE>

                STATEMENT OF ASSUMPTIONS AND LIMITING CONDITIONS
                              (Continued - Page 3)

or not it is in conformity with the various detailed requirements of the ADA. It
is possible that a compliance survey of the property, together with a detailed
analysis of the requirements of the ADA could reveal that the property is not in
compliance with one or more of the requirements of the Act. If so, this fact
could have a negative effect upon the value of the property. Since we have no
direct evidence relating to this issue, we did not consider possible
non-compliance with the requirements of ADA in estimating the value of the
property.

Definitions and Assumptions - The definitions and assumptions upon which our
analyses, opinions and conclusions are based are set forth in appropriate
sections of this report and are to be part of these general assumptions as if
included here in their entirety.

Encroachments - It is assumed that the utilization of the land and/or
improvements is within the boundaries or property described herein and that
there is no encroachment or trespass.

Dissemination of Material - Use and disclosure of the contents of this report is
governed by the bylaws and regulations of the Appraisal Institute. Neither all
nor any part of the contents of this report (especially the conclusions as to
value, the identity of the appraiser or PKF Consulting/Hospitality Advisory
Services, or any reference to the Appraisal Institute or to the MAI or RM
designations) shall be disseminated to the general public through advertising or
sales media, public relations media, news media or other public means of
communication without the prior written consent and approval of PKF
Consulting/Hospitality Advisory Services.

Distribution and Liability to Third Parties - The party for whom this appraisal
report was prepared may distribute copies of this appraisal report only in its
entirety to such third parties as may be selected by the party for whom this
appraisal report was prepared; however, portions of this appraisal report shall
not be given to third parties without the written consent of PKF
Consulting/Hospitality Advisory Services. Liability to third parties will not be
accepted.

Use in Offering Materials - This appraisal report, including all cash flow
forecasts, market surveys and related data, conclusions, exhibits and supporting
documentation may not be reproduced or references made to the report or to PKF
Consulting in any sales offering, prospectus, public or private placement
memorandum, proxy statement or other document ("Offering Material") in
connection with a merger, liquidation or other corporate transaction unless PKF
Consulting/Hospitality Advisory Services has approved in writing the text of any
such reference or reproduction prior to the distribution and filing thereof.
However, it is understood and PKF Consulting agrees that the final value
conclusion will be published in a securities offering document.

Limits to Liability - PKF Consulting/Hospitality Advisory Services cannot be
held liable in any cause of action resulting in litigation for any dollar amount
which exceeds the total fees collected from this individual engagement.

Legal Expenses - Any legal expenses incurred in defending or representing
ourselves concerning this assignment will be the responsibility of the client.
<PAGE>

                                   ADDENDUM B

                          CERTIFICATION OF APPRAISERS

                                                                          [LOGO]
<PAGE>

CERTIFICATION

We certify that, to the best of our knowledge and belief:

o    The statements of fact contained in the accompanying report dated October
     17, 1997, are to the best of our knowledge true and correct.

o    The reported analyses, opinions, and conclusions are limited only by the
     reported assumptions and limiting conditions, and are our personal,
     unbiased professional analyses, opinions, and conclusions.

o    We have no present or prospective interest in the property that is the
     subject of this report and we have no personal interest or bias with
     respect to the parties involved.

o    Our compensation is not contingent upon the reporting of a predetermined
     value or direction in value that favors the cause of the client, the amount
     of the value estimate, the attainment of a stipulated result, or the
     occurrence of a subsequent event.

o    Our analyses, opinion, and conclusions were developed, and this has been
     prepared, in conformity with the requirements of the Code of Professional
     Ethics and the Standards of Professional Appraisal Practice of the
     Appraisal Institute and in conformity with the Uniform Standards of
     Professional Appraisal Practice.

o    The use of this report is subject to the requirements of the Appraisal
     Institute relating to review by its duly authorized representatives.

o    Florida T. Booth, MAI made a personal inspection of the property that is
     the subject of this report on October 1, 1997. Elizabeth M. Reynolds
     provided significant assistance to the valuation conclusion, but did not
     make a personal inspection of the property.

o    No one other than the undersigned provided significant professional
     assistance to the persons signing this report.

o    Subject to all conditions and explanations contained in this report, and
     based upon our analyses of the subject property and the market, together
     with our experience and knowledge of the market gained in appraising
     similar properties, our opinion of the market value of the fee simple
     interest of the subject, "As Is" under market conditions observed as of
     October 1, 1997, is:

                   SIXTY MILLION TWO HUNDRED THOUSAND DOLLARS
                                   $60,200,000
         Of this, $5,600,000 is allocated to the value of the furniture,
                      fixtures and equipment of the hotel.


/s/ Florida T. Booth                         /s/ Elizabeth M. Reynolds
Florida T. Booth, MAI                        Elizabeth M. Reynolds
Vice President                               Associate
State Certified TX-1325611-G                 State of Texas
General Real Estate Appraiser                Authorized Appraiser Trainee
<PAGE>

                                   ADDENDUM C

         SUBJECT PROPERTY SITE PLAN, LEGAL DESCRIPTION AND PHOTOGRAPHS

                                                                          [LOGO]
<PAGE>

                                [GRAPHIC OMITTED]

                                   SITE PLAN
<PAGE>

                                    EXHIBIT A

                        Legal Description of the Premises

TRACT I: Lot Two (2), SAN JACINTO CENTER, an addition to the City of Austin,
Travis County, Texas, according to the map or plat thereof, recorded in Volume
89, Page(s) 21 of the Plat Records of Travis County, Texas.

TRACT II: All easement estates benefiting Tract I and the Owner of Tract I as
created in that certain Unified Development Declaration for San Jacinto Center
Town Lake dated March 29, 1990, recorded in Volume 11157, Page 19 of the Real
Property Records of Travis County, Texas, as amended and restated by instrument
dated September 23, 1991 and recorded September 26, 1991 in Volume 11530, Page
463 of the Real Property Records of Travis County, Texas, and as further
affected by instruments recorded in Volume 11531, Page 249, Volume 11750, Page
1025, Volume 11750, Page 1209 and Volume 11767, Page 14 of the Real Property
Records of Travis County, Texas.
<PAGE>

                         Representative View of Subject

                                 [PHOTO OMITTED]

                               Four Seasons Hotel
<PAGE>

                               SUBJECT PHOTOGRAPHS

                                 [PHOTO OMITTED]

                           1. Lobby/Registration Area

                                 [PHOTO OMITTED]

                              2. Lobby Lounge Area
<PAGE>

                               SUBJECT PHOTOGRAPHS

                                 [PHOTO OMITTED]

                              3. Lobby Lounge Area

                                 [PHOTO OMITTED]

                                   4. Bar Area
<PAGE>

                               SUBJECT PHOTOGRAPHS

                                 [PHOTO OMITTED]

                                  5. Restaurant

                                 [PHOTO OMITTED]

                                  6. Guest Room
<PAGE>
                               SUBJECT PHOTOGRAPHS

                                 [PHOTO OMITTED]

                            7. Portion of Guest Suite

                                 [PHOTO OMITTED]

                             8. Portion of Ballroom
<PAGE>
                               SUBJECT PHOTOGRAPHS

                                 [PHOTO OMITTED]

                                9. Meeting Space

                                 [PHOTO OMITTED]

                           10. Hospitality Suite Space
<PAGE>
                               SUBJECT PHOTOGRAPHS

                                 [PHOTO OMITTED]

                                11. Fitness Room

                                 [PHOTO OMITTED]

                                  12. Pool Area
<PAGE>
                               SUBJECT PHOTOGRAPHS

                                 [PHOTO OMITTED]

                             13. Outdoor Eating Area

                                 [PHOTO OMITTED]

                               14. Entry of Hotel
<PAGE>

                                   ADDENDUM D

             PHOTOGRAPHS OF THE COMPETITIVE SUPPLY/COMPARABLE SALES

                                                                          [LOGO]
<PAGE>

                               COMPETITIVE SUPPLY

                                 [PHOTO OMITTED]

                        1. Marriott at the Capital Hotel

                                 [PHOTO OMITTED]

                             2. Hyatt Regency Hotel
<PAGE>
                               COMPETITIVE SUPPLY

                                 [PHOTO OMITTED]

                           3. Omni Austin Center Hotel

                              [PHOTO NOT AVAILABLE]

                             4. Omni Southpark Hotel
<PAGE>

                                Comparable Sales

                                 [PHOTO OMITTED]

                                 1. De La Poste

                        2. Ritz Carlton - Not Available
<PAGE>

                                Comparable Sales

                                 [PHOTO OMITTED]

                                3. Mayfair Hotel
<PAGE>

                                Comparable Sales

                                 [PHOTO OMITTED]

                                4. Hyatt Regency

                                 [PHOTO OMITTED]

                        5. Four Seasons Beverly Wilshire
<PAGE>

                                   ADDENDUM E

                      MERRILL LYNCH MORTGAGE CAPITAL, INC.
                               ENGAGEMENT LETTER
<PAGE>

                         [LETTERHEAD OF PKF CONSULTING]

Sent via Federal Express

September 26, 1997

Mr. Timothy S. Koltermann
Assistant Vice President
Merrill Lynch Mortgage Capital, Inc.
World Financial Center
North Tower
New York, NY 10281-1326

Re: Hotel Appraisals

Dear Mr. Koltermann:

Pursuant to your request, we are pleased to submit this proposal to perform an
appraisal of the market value of the fee simple estate in the following hotels:

      o    Four Seasons Biltmore - Santa Barbara, California
      o    Four Seasons Hotel - Austin, Texas
      o    Ritz-CarIton Hotel - St. Louis, Missouri

SCOPE OF THE ASSIGNMENT

As we understand it, you are evaluating the refinancing of the above referenced
hotels. Accordingly, this appraisal will be used for loan underwriting and asset
evaluation purposes.

The scope of our work program will include an analysis of each property, the
nature of the markets in which the properties operate, an analysis of the market
position of the hotels, and an estimate of the market value of the fee simple
estate in each facility. The property is to be appraised "as is"; however, we
will alert you if we uncover areas in which we believe a change may be indicated
in the operation of the facilities. Unless otherwise instructed, the date of our
valuation will be the date on which we last inspect the property.
<PAGE>

Mr. Timothy S. Koltermann            -2-                      September 26, 1997
- --------------------------------------------------------------------------------

PKF CONSULTING

As a point of background, we would like to provide you with a brief overview of
our firm. PKF Consulting is a real estate consulting and appraisal firm with
offices in nine major U.S. cities as well as Hong Kong. As a member of the
Pannell Kerr Forster International Association, we have an additional 250
offices in 75 countries.

The professional staff of PKF Consulting consists of approximately 100
consultants and appraisers, including designated Members of the Appraisal
Institute (MAI), the American Society of Real Estate Counselors (CRE), and the
International Society of Hospitality Consultants (ISHC). In addition, many of
our professional staff are certified general real estate appraisers in the
states in which we actively perform work.

Since its inception, PKF Consulting has placed a special emphasis on serving the
hospitality and real estate industries. This work includes market analyses and
feasibility studies in virtually every major domestic market, providing the firm
with an unsurpassed body of knowledge regarding past and present market
performance. Since 1983, we have also provided market value appraisals for all
types of commercial real estate, with a primary focus on hotels, motels,
resorts, and golf courses. Additionally, we own a data base on U.S. hotel
operating results that extends back to 1935.

Presently, real estate appraisal services represent a significant portion of the
professional services we perform. Our primary clients are financial
institutions, the majority of which require that their appraisals comply with
the requirements of FIRREA.

PKF Consulting serves our United States and international clients from a base of
offices in nine core cities: Boston, New York, Philadelphia, Washington, D.C.,
Atlanta, Los Angeles, Houston, Hong Kong, and San Francisco, our headquarters.

In addition to our long standing expertise in the hotel industry, we would bring
to you in this engagement substantial familiarity with the "North Coast" hotel
market. Within the past twelve months, we have evaluated several hotels within
Sonoma, Humbolt, and Mendocino Counties.

In order to give you an understanding of the depth of our experience, attached
for your review is a partial listing of hotels, resorts and other types of
properties our offices has appraised during the past several years. We have also
attached the qualifications of key individuals who will likely be involved in
the appraisals.

Given the historical role of PKF Consulting in the hospitality industry and our
experience in the local market, we are of the opinion that there is no other
firm that can provide the services available through us.
<PAGE>

Mr. Timothy S. Koltermann             -3-                     September 26, 1997
- --------------------------------------------------------------------------------

FORMAT OF THE APPRAISAL

Our appraisal report for each property will be prepared in accordance with and
subject to the Code of Ethics and Standards of Professional Practice of the
Appraisal Institute, the Uniform Standards of Professional Appraisal Practice
(USPAP) as established by the Appraisal Foundation, FIRREA regulations, and the
current regulatory guidelines.

Specifically, this reports will include discussions of the following:

      o   Identification of the real property and property rights appraised
      o   Purpose and use of the appraisal
      o   Assumptions and limiting conditions of the appraisal
      o   Area demographic and economic characteristics
      o   Subject property's physical characteristics and operating history
      o   Local real estate taxes and assessment procedures
      o   Highest and best use of the property
      o   Existing and future supply and demand estimates
      o   Projected market performance of the hotel
      o   Estimated annual operating results for the hotel
      o   Cost Approach, if applicable
      o   Sales Comparison Approach
      o   Income Capitalization Approach
      o   Reconciliation and final estimate of value
      o   Certification of value

To insure that the report meets our quality standards, the report will be
reviewed by a Senior Vice President in the firm and our staff MAI. Either the
Senior Vice President or the MAI, or both, will inspect the subject and all of
the comparable facilities and the hotel sales used in the report.

PROFESSIONAL FEES

Based on our understanding of the scope of this engagement, our professional fee
for all three appraisals will be $36,000, plus out-of-pocket expenses, not to
exceed $4,500.

Services beyond those described in the scope of the appraisal, such as changes
in the requirements of the client, are provided at our hourly billing rates, as
described below.
<PAGE>

Mr. Timothy S. Koltermann             -4-                     September 26, 1997
- --------------------------------------------------------------------------------

             =======================================================
                                                          Hourly
                            Staff Level                Billing Rates
             -------------------------------------------------------
             Senior and Executive Vice Presidents        $250 -$300
             Vice President                               175 -225
             Associate                                    125 -175
             Consultant                                    85 -125
             =======================================================

As is typical in assignments of this nature, we require a retainer of 50 percent
of the fees, or $18,000, in order to start the engagement. The remainder of our
professional fees plus expenses will be billed to you at the completion of the
engagement. This invoice is due and payable upon receipt.

ANTICIPATED DELIVERY DATE

We understand you will require the values to be communicated by October 13th,
the appraisals completed by October 20th, and we are prepared to meet this time
table. We will attempt to have the reports completed by October 17th. Five
original copies of each of the final reports will be provided.

LIMITATIONS OF THE APPRAISAL

The report is subject to the attached Statement Assumptions and Limiting
Conditions.

REQUIRED DOCUMENTS AND INFORMATION

In order to proceed with this assignment, the following documents and
information are required for each hotel.

     1.   Architectural, engineering, grading and landscaping plans as pertain
          to the facility.

     2.   Site plan and/or plat showing building and amenity locations.

     3.   Floor area breakdown (square foot allocation) of various components of
          the improvements.

     4.   Name of appropriate on-site contacts (general manager, controller,
          chief engineer).

     5.   Complete budget for current year with budget notes and details.

     6.   Copy of real estate tax bill for previous two years and current year
          tax bill.
<PAGE>

Mr. Timothy S. Koltermann              -5-                    September 26, 1997
- --------------------------------------------------------------------------------

     7.   Historical operating statements for the past three years, including
          year-to-date 1997 operating results.

     8.   Insurance premium costs. Provide coverage amount/limits and insurance
          premiums for current operating year.

     9.   Loan abstracts (details) of existing mortgages, and/or secondary
          financing. If new financing is to be secured, please provide details.

     10.  Copies of the ground lease, with all amendments, and any other leases
          (i.e., gift shop, parking garage, equipment, etc.) affecting property
          operations.

     11.  Copies of any licensing (franchise) and management agreements.

     12.  Copy of existing title policy.

     13.  Copies of any previous appraisal report(s) and market studies.

     14.  Information on any pending or past (within three years) transactions
          associated with the property, as well as details on the pending sale
          of the property.

     15.  Current marketing plans.
<PAGE>

Mr. Timothy S. Koltermann             -6-                     September 26, 1997
- --------------------------------------------------------------------------------

APPROVAL AND ACCEPTANCE

If this letter correctly states the nature of the work to be undertaken and the
arrangements are satisfactory, please sign the enclosed copy of this letter and
return it to us, together with our requested retainer, as our authorization to
commence the assignment.

We appreciate the opportunity to submit this proposal and we look forward to
working with you on this very interesting assignment.

                                             Sincerely,

                                             PKF Consulting


                                             /s/ A. Corey Limbach
                                             ----------------------------
                                             A. Corey Limbach
                                             Vice President

APPROVED AND ACCEPTED:


By: /s/  [ILLEGIBLE]
    ----------------------------
Title: Director
Date: 9/29/97 - Second original
<PAGE>

                                   ADDENDUM F

                          QUALIFICATIONS OF APPRAISERS

                                                                          [LOGO]
<PAGE>

                              FLORIDA T. BOOTH, MAI
                                 Vice President
                  PKF Consulting/Hospitality Advisory Services
                   Member, Pannell Kerr Forster International

PROFESSIONAL HISTORY

Present                 Vice President - PKF Consulting/Hospitality Advisory
                        Services

Prior                   Appraiser, Price Waterhouse
                        Associate, Laventhol & Horwath Real Estate Appraisal
                        Services

AREAS OF SPECIAL
COMPETENCE              Real estate market studies and appraisals for all types
                        of land uses.

MAJOR PROJECTS          Performed market studies and valuations of investment
                        grade real estate specializing in resorts, hotels and
                        motels. Additional property types include office
                        buildings, apartment complexes including campus housing,
                        Adult Congregate Living Facilities (ACLF's), theme
                        parks, retail properties including strip centers and
                        regional malls, mixed use developments and industrial
                        and warehouse properties.

                        Clients include pension funds, financial institutions,
                        individual developers, as well as major hotel
                        corporations and lodging chains.

EDUCATION               University of Texas, Austin

                        Fashion Institute of America, Atlanta with study program
                        in London, England.

PROFESSIONAL            The American Institute of Real Estate Appraisers
MEMBERSHIPS             Boys & Girls Club of Greater Houston, Rotary Board of
                        Directors Greater Houston Hospitality Accountants
                        Association (Past President) Texas Association of
                        Hospitality Accountants (Past President) Rotary Club of
                        University Area, President 1995/1996

LICENSES                State Certified General Appraiser, State of Texas,
                        TX-1325611-G Texas Real Estate Salesman's License
                        Candidate for CCIM Designation Member of the Appraisal
                        Institute (MAI) #10,616.
<PAGE>

                                QUALIFICATIONS OF
                              ELIZABETH M. REYNOLDS
                                   CONSULTANT

PROFESSIONAL HISTORY

Present                 Consultant, PKF Consulting/Hospitality Advisory Services

Prior                   Instructor - University of Houston
                          Conrad N. Hilton College of Hotel & Restaurant 
                          Management
                        Director of Marketing - University Hilton Hotel
                        Senior Manager - Wyndham Hotels & Resorts
                        Manager - Club Corporation of America
                        Manager - Hyatt Hotels Corporation

AREA OF EXPERTISE       Market and feasibility analysis relative to hotels,
                        resort properties and golf courses for the hospitality,
                        real estate and related service industries. Areas of
                        specialization include golf course studies, brand
                        analyses and market and impact studies. Operational
                        issues as they relate to the hospitality industry.
                        Licenses by the State of Texas as an Appraiser Trainee.
                        Areas of specialization include:

REPRESENTATIVE
PROJECTS                Market study for a hotel and golf course in Bryan, Texas

                        Market study for a boutique hotel in Dallas, Texas

                        Brand Analysis for the re-flagging and repositioning of
                        the Ramada Hotel Airport, Birmingham, Alabama

                        Market studies for a Hampton Inn and Courtyard by
                        Marriott in the warehouse area of New Orleans, LA

                        Appraisals of the Marriott Hotel in Arlington, TX, the
                        Holiday Inn Express in Addison, TX, and the Holiday Inn
                        Civic Center in Monroe, Louisiana

                        Strategic hotel overview for the City of Bryan, TX

                        Market and impact studies for proposed Holiday Inns in
                        Dallas, Waxahachie, and South Padre Island, TX.

EDUCATION               St Mary's University - San Antonio, TX, BBA in
                        International Business Management.

                        University of Houston, Conrad N. Hilton College of Hotel
                        & Restaurant Management, MHM - Masters in Hospitality
                        Management



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

                              COMPLETE APPRAISAL
                              OF REAL PROPERTY              

                              Tower 45
                              120 West 45th Street
                              New York, New York

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

                              IN A SELF-CONTAINED REPORT

                              As of October, 1997

                              Prepared For:

                              Merrill Lynch
                              World Financial Center
                              North Tower
                              New York, New York  10281-1326

                              Prepared By:

                              Cushman & Wakefield, Inc.
                              Valuation Advisory Services
                              51 West 52nd Street, 9th Floor
                              New York, NY  10019
<PAGE>

                         [CUSHMAN WAKEFIELD LETTERHEAD]

October 2, 1997

Merrill Lynch
World Financial Center
North Tower
New York, New York  10281-1326

Attention:        Mr. Edward J. Welch
                  Director
                  Investment Banking

Re:     Appraisal of Real Property
        Tower 45
        120 West 45th Street
        New York, New York

Dear Mr. Welch:

     In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield, Inc. is pleased to transmit our report estimating the
market value of the leased fee estate, subject to the air rights lease, in the
referenced real property.

     As specified in the Letter of Engagement, the value opinion reported below
is qualified by certain assumptions, limiting conditions, certifications, and
definitions, which are set forth in the report.

     This report was prepared for Merrill Lynch and its affiliates
(collectively, "Client"). The Client, rating agencies, and certain limited
investors involved in the types of securitizations described below may use and
rely on the Appraisal Report in its entirety and we will not require an
indemnification agreement. Said securitizations may be either of the following
two types:

     a)   A private placement Rule 144A offering to "qualified institutional
          buyers", as defined by Rule 144A ("Private Offering") or

     b)   If the property appraised will be part of a pool of properties owned
          by various non affiliated owners which will be the subject of a debt
          offering ("Pooled Offering").

     In the case of Pooled Offering, Client may accurately disclose the
appraised value and the identity of our firm as the firm which prepared the
report in the Offering Document. In the case of a Private Offering, you must
obtain our prior written approval of any reference to our work and firm in the
private placement memorandum.
<PAGE>

Cushman & Wakefield, Inc.

Mr. Edward J. Welch
Merrill lynch                      Page 2                        October 2, 1997


     The property was inspected by and the report was prepared by Douglas H.
Larson and Matthew C. Mondanile, MAI.

     As a result of our analysis, we have formed an opinion that the market
value of the leased fee estate, subject to the air rights lease, in the
referenced property, subject to the assumptions, limiting conditions,
certifications, and definitions, as of October 1, 1997, was:

                      MARKET VALUE AS IS ON APPRAISAL DATE
                           NINETY FIVE MILLION DOLLARS
                                   $95,000,000

     Based upon the available market data, coupled with our discussions with
knowledgeable brokers in the office market, a marketing period of approximately
twelve months is believed to be typical in today's market for office buildings
such as the subject.

     This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.

Respectfully submitted,

CUSHMAN & WAKEFIELD, INC.

/s/ Douglas H. Larson

Douglas H. Larson
Associate Director
Valuation Advisory Services

/s/ Matthew C. Mondanile

Matthew C. Mondanile, MAI
Senior Director
Valuation Advisory Services

DHL:MCM:ec
<PAGE>

                                   SUMMARY OF SALIENT FACTS AND CONCLUSIONS
- --------------------------------------------------------------------------------

Property Name:                          Tower 45

Location:                               120 West 45th Street between
                                        Avenue of the Americas &
                                        Seventh Avenue, New York, New York

General Overview:                       This is a modern 40-story Class A
                                        office building completed in 1989       
                                        on a 15,565+/-square foot site. The  
                                        building contains 443,086+/-square   
                                        feet of rentable area. The building  
                                        is modern in appearance and          
                                        functional in design. On the         
                                        effective date of appraisal,         
                                        occupancy was at 100 percent.        
                                       
Assessor's Parcel Number:               Block 997, Lot 41

Interest Appraised:                     Leased Fee Estate, subject to Air Rights
                                        Lease

Date of Value:                          October 1, 1997

Date of Inspection:                     September 26, 1997

Ownership:                              Tower 45 Associates Limited Partnership
                                        c/o Feldman Equities

Land Area:                              15,565+/- square feet

Current Property Assessment:            $35,158,000

Current Property Taxes:                 $3,573,459

Zoning:                                 C6-5.5  Restricted Central Commercial 
                                        District

Highest and Best Use 
     If Vacant:                         Eventual development as an office   
                                        building, likely consisting of      
                                        mid-size floor plates catering to   
                                        boutique space office users along   
                                        with floor retail space, storage    
                                        space, and below grade parking      
                                        garage.                             
                                        
     As Improved:                       Existing use consisting of a     
                                        multi-tenanted office building   
                                        containing office space on the   
                                        upper floors, retail space on the
                                        ground floor and below grade     
                                        parking garage and storage space.
                                        
Improvements 
     Type:                              40-story multi-tenanted office building

     Year Built:                        1989

Type of Construction:                   Reinforced concrete frame, granite and 
                                        glass facade.
<PAGE>

                                   Summary of Salient Facts and Conclusions
- --------------------------------------------------------------------------------

Rentable Area:                          443,086+/- square feet (per rent roll)

Operating Data and Forecasts
     Current Occupancy:                 100%

     Forecasted Stabilized Occupancy:   99%

Value Indicators
   Sales Comparison Approach:           $97,000,000 to $102,000,000
      Value Per Square Foot:            $220 to $230

Indicated Value:                        $100,000,000

   Income Approach-Discounted Cash Flow Analysis
      Current Vacancy:                  0.00%
      Estimated First Year Vacancy 
          Rate:                         2.00%
      Stabilized Vacancy Rate:          2.00%
      Forecasted Date of Stabilized 
          Occupancy:                    Currently stabilized
      Estimated Vacancy Between 
          Tenants:                      6 months (2 months weighted)
      Probability of Renewal:           65%

      Tenant Improvement Allowance
        Tenants in Previously Occupied
           Space:                       $35.00/SF (Major tenants)
                                        $25.00/SF (Minor tenants)

        Renewal Tenants in Same Space:  $15.00/SF (Major tenants)
                                        $10.00/SF (Minor tenants)

   Estimated Market Rental Growth Rate: 4%
   Reversion Year Capitalization Rate:  9.0%
   Transaction Costs in Reversion Sale: 5.25%
   Discount Rate:                       11.0%
   Implicit First Year Capitalization 
     Rate:                              13.76%
Indicated As Is Value:                  $95,000,000

As Is Value Conclusion:                 $95,000,000
   Value Per Square Foot:               $214.41
   Implicit Capitalization Rate:        13.76%

Marketing Time:                         12 months

Special Assumptions:

1.   Please refer to the complete list of assumptions and limiting conditions
     included at the end of this report.
<PAGE>

                                                 PHOTOGRAPHS OF SUBJECT PROPERTY
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     Front view of lower floors of 120 West 45th Street looking southwest.
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                                            Photographs of Subject Property
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        View of upper floors of 120 West 45th Street looking southwest.
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                                            Photographs of Subject Property
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      Rear view of upper floors of 120 West 45th Street looking northwest.
<PAGE>

                                            Photographs of Subject Property
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                                [GRAPHIC OMITTED]

         A view of the main entrance and atrium from West 45th Street.

                                [GRAPHIC OMITTED]

A view looking east along West 45th Street; the subject property is on the right
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                                            Photographs of Subject Property
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                                [GRAPHIC OMITTED]

                             A view from the lobby.


                                [GRAPHIC OMITTED]

                          A view of a typical hallway.
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                                                          TABLE OF CONTENTS
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                                                                            Page

INTRODUCTION...................................................................1
     Identification of Property................................................1
     Property Ownership and Recent History.....................................1
     Purpose and Intended Use of the Appraisal.................................1
     Extent of the Appraisal Process...........................................1
     Date of Value and Property Inspection.....................................2
     Property Rights Appraised.................................................2
     Definitions of Value, Interest Appraised, and Other Pertinent Terms.......2
     Legal Description.........................................................3

NEW YORK REGIONAL ANALYSIS.....................................................5

MIDTOWN MANHATTAN OFFICE MARKET ANALYSIS......................................13

THE PLAZA OFFICE DISTRICT.....................................................32

PROPERTY DESCRIPTION..........................................................38
     Site Description.........................................................38
     Improvements Description.................................................39

REAL PROPERTY TAXES AND ASSESSMENTS...........................................42

ZONING........................................................................45

HIGHEST AND BEST USE..........................................................46

VALUATION PROCESS.............................................................48

SALES COMPARISON APPROACH.....................................................50

INCOME CAPITALIZATION APPROACH................................................56

RECONCILIATION AND FINAL VALUE ESTIMATE.......................................78

ASSUMPTIONS AND LIMITING CONDITIONS...........................................80

CERTIFICATION OF APPRAISAL....................................................82

ADDENDA.......................................................................83
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                                                               INTRODUCTION
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Identification of Property

     This is a 40-story office building identified as Tower 45 and located at
120 West 45th Street along the south side of West 45th Street between Avenue of
the Americas and Seventh Avenue in the Plaza office district of Midtown
Manhattan. The property's street address is 120 West 45th Street. The property
may be identified on the Tax Maps of the City of New York as Lot 41 in Block
997.

     This is a Class A office building built in 1989 on a 15,565 square foot
site. The building contains 443,086+/- rentable square feet. The building is
modern in appearance and functional in design. On the effective date of
appraisal, occupancy stood at 100 percent.

Property Ownership and Recent History

     The property is currently under the ownership of Tower 45 Associates
Limited Partnership, in care of Feldman Equities. Feldman Equities assembled the
land site during the late 1980s and constructed the building in 1989. The
developers leased air rights over the Belasco Theater which fronts along West
44th Street. The air rights are subject to a 250 year lease which commenced in
1986. No transfers of the property have occurred in the past three years.

Purpose and Intended Use of the Appraisal

     The purpose of this appraisal is to estimate the market value of a leased
fee estate in the property in "as is" condition, based upon market conditions,
subject to the air rights lease, prevailing as of October 1, 1997. The function
of this appraisal is for the mortgage underwriting decisions of Merrill Lynch.

Extent of the Appraisal Process

     In the process of preparing this appraisal, we:

     o    Inspected the exterior of the building and the site improvements and a
          representative sample of tenant spaces with the building
          superintendent.

     o    Interviewed Eric S. Reimer of the property management company, Feldman
          Equities.

     o    Reviewed leasing policy, concessions, tenant build-out allowances, and
          history of recent rental rates and occupancy with the building's lease
          agent.

     o    Reviewed a detailed history of income and expense and a budget
          forecast for 1997 including the budget for planned capital
          expenditures and repairs.

     o    Conducted market research of occupancies, asking rents, concessions
          and operating expenses at competing buildings which involved
          interviews with on-site managers and a review of our own data base
          from previous appraisal files.

     o    Prepared an estimate of stabilized income and expense for
          capitalization purposes.

     o    Conducted market inquiries into recent sales of similar buildings to
          ascertain sales price per square foot, and capitalization rates. This
          process involved telephone interviews with sellers, buyers and/or
          participating brokers.

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                                                               Introduction
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     o    Prepared Sales Comparison and Income Approaches to value.

Date of Value and Property Inspection

     The date of value is October 1, 1997. We inspected the property on
September 26, 1997.

Property Rights Appraised
     Leased fee estate.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

     The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice of the Appraisal Foundation, is as follows:

     The most probable price which a property should bring in a competitive and
     open market under all conditions requisite to a fair sale, the buyer and
     seller, each acting prudently and knowledgeably, and assuming the price is
     not affected by undue stimulus. Implicit in this definition is the
     consummation of a sale as of a specified date and the passing of title from
     seller to buyer under conditions whereby:

     1.   Buyer and seller are typically motivated;

     2.   Both parties are well informed or well advised, and acting in what
          they consider their own best interests;

     3.   A reasonable time is allowed for exposure in the open market;

     4.   Payment is made in terms of cash in U.S. dollars or in terms of
          financial arrangements comparable thereto; and

     5.   The price represents the normal consideration for the property sold
          unaffected by special or creative financing or sales concessions
          granted by anyone associated with the sale.

     Exposure Time

     Under Paragraph 3 of the Definition of Market Value, the value estimate
     presumes that "A reasonable time is allowed for exposure in the open
     market". Exposure time is defined as the estimated length of time the
     property interest being appraised would have been offered on the market
     prior to the hypothetical consummation of a sale at the market value on the
     effective date of the appraisal. Exposure time is presumed to precede the
     effective date of the appraisal.

     Based on our research of recent sales of office buildings considered to be
reasonably comparable to the subject, as well as our discussions with local area
brokers of investment properties, we have concluded that the probable exposure
time for the subject property would have been approximately twelve months.
Several of the office building sales included within this report were exposed on
the market for a period of approximately eight to twelve months. Thus the
aforementioned exposure time appears reasonable.


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     The following definitions of pertinent terms are taken from the Dictionary
of Real Estate Appraisal, Third Edition (1993), published by the Appraisal
Institute.

     Leased Fee Estate

     An ownership interest held by a landlord with the rights of use and
     occupancy conveyed by lease to others. The rights of the lessor (the leased
     fee owner) and the leased fee are specified by contract terms contained
     within the lease.

     Market Value As Is on Appraisal Date

     The value of specific ownership rights to an identified parcel of real
     estate as of the effective date of the appraisal; relates to what
     physically exists and is legally permissible and excludes all assumptions
     concerning hypothetical market conditions or possible rezoning.

     Transferable Development Rights (TDR)

     A development right that cannot be used by the landowner but can be sold to
     landowners in another location; generally used to preserve agricultural
     land; many also be used to preserve historic sites or buildings and open
     space or to protect scenic features.

     Development Rights

     The right to build on or beneath a property, subject to local zoning,
     building codes, etc.

     Air Rights

     The right to undisturbed use and control of designated air space above a
     specific land area within stated elevations. Such rights may be acquired to
     construct a building above the land or building of another or to protect
     the light and air of an existing or proposed structure on an adjoining lot.

Legal Description

        We have not been provided with the metes and bounds legal description of
this site, however, the property is identified on the Tax Maps of the City of
New York, as Lot 41 in Block 997.

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                                                 NEW YORK REGIONAL ANALYSIS
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Area Overview

     The New York metropolitan area, centered in New York City, is the nation's
center for finance, the arts, media, fashion, telecommunications and corporate
headquarters. The region generally encompasses 20 counties in three states,
extending for a radius of approximately 50 miles from New York City. Included in
this area are: New York City's five boroughs of Manhattan, Brooklyn, Queens,
Bronx and Staten Island; the New York State counties of Nassau, Suffolk,
Westchester, Rockland, Orange and Putnam; the northern New Jersey counties of
Bergen, Essex, Hudson, Union, Middlesex, Passaic, Somerset and Morris; and the
southern Connecticut county of Fairfield.

Population Trends

     The New York area is the largest metropolitan area in the country in terms
of population. The following chart provides population growth for the
metropolitan area between 1980 and 1990, estimated figures for 1996 and
projected population statistics for the year 2001.

================================================================================
                      New York Metropolitan Area Population

================================================================================
<TABLE>
<CAPTION>
                                                                       % Increase                   % Increase
                    1980         1990     % Increase       1996         1990-1996         2001       1996-2001
County             Census       Census    1980-1990      Estimated        (Est.)       Projection   (Projected)
- ----------------------------------------------------------------------------------------------------------------
<S>              <C>          <C>               <C>      <C>               <C>         <C>             <C>  
New York City    7,071,641    7,322,564         3.5%     7,382,450         0.82%       7,466,689       1.14%
- ----------------------------------------------------------------------------------------------------------------
NYS (Nassau/
Suffolk/
Westchester/
Rockland/
Orange/ 
Putnum           4,068,738    4,141,141         1.8%     4,255,711         2.77%        4,313,220      1.53%
- ----------------------------------------------------------------------------------------------------------------
New              4,411,992    4,436,976        0.57%     4,497,693         1.37%        4,434,801     - 1.40%
Jersey
Counties
- ----------------------------------------------------------------------------------------------------------------
Connecticut
Fairfield          807,143      827,645         2.5%       834,637         0.84%          845,931       1.35%
- ----------------------------------------------------------------------------------------------------------------
TOTAL           16,359,512   16,728,326         2.3%    16,970,491         1.76%       17,060,641       0.53%
================================================================================================================

</TABLE>

Source: Equifax National Decision Systems

Transportation

     Metropolitan New York is served by the most diverse transportation system
in the United States. The region's transportation network links the area to
regional, national and global commerce and trade. A brief synopsis of the
region's transportation system follows below.

     Rail System

     o    NYC Subway system: 710-mile subway line servicing 3.5 million
          passengers a day.

     o    Metro North: Based in the landmark Grand Central Terminal in Midtown
          Manhattan, train lines span Westchester and Putnam counties in New
          York and Fairfield County, Connecticut to an 80-mile radius. Over
          100,000 passengers use this system daily.

     o    Long Island Railroad: Commuter line to Pennsylvania Station in
          Manhattan and to Atlantic Terminal in Brooklyn servicing over 270,000
          commuters daily. Improvements are scheduled for the next few years,
          including the addition of 24 new "dual mode" locomotive engines that
          allow trains to switch between diesel and electric power while en
          route so that passengers will no longer have to switch trains when the
          tracks change. In addition, over 120 new rail 

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                                                 New York Regional Analysis
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          cars will be added to the fleet and 13 additional stations are to be
          equipped with automatic ticket vending machines.

     o    (PATH) - Port Authority Trans-Hudson subway system: Services nearly
          200,000 commuters daily from Newark and Hoboken to Manhattan.

     o    New Jersey Transit-rail: Train service for commuters in the northern
          part of the state to either Hoboken, New Jersey or Pennsylvania
          Station in Manhattan. Plans are currently underway for a 20.5-mile
          technologically advanced light rail system from Bayonne to Hoboken,
          ultimately extending to Ridgefield, which will make a great
          improvement in transportation in Hudson County. Construction of the
          first phase (between Bayonne and Hoboken) is scheduled to begin
          shortly, with completion expected by the year 2000.

     Bus System

     o    New York City Transit: Regularly scheduled bus service in New York
          City's five boroughs handles over one million riders daily.

     o    Port Authority Bus Terminal: Regional bus lines servicing an average
          of 175,000 passengers daily, with most service to and from New Jersey.

     Airports

     o    The region contains three major commercial airports: Newark, LaGuardia
          and Kennedy International (JFK). Newark Airport, in New Jersey,
          recently opened a new international terminal, doubling the airport's
          ability to process international passengers. A $350 million monorail
          system, connecting the three passenger terminals to the airport's
          long-term parking lots, opened last spring. Plans are being made to
          extend the monorail to nearby Amtrak and New Jersey Transit rail
          stations. At JFK Airport in Queens, a $1.1 billion redevelopment
          project to expand and improve its international arrivals and customs
          facilities is expected to begin during 1997. Construction of a light
          rail system providing passengers with a link between terminals as well
          as connections from the airport to the New York City subway system and
          the Long Island Rail Road will be scheduled in phases to minimize
          disruptions at the airport. A $549 million roadway/utility renewal
          effort and a $63 million air traffic control tower will also greatly
          improve conditions for travelers. Major improvements at LaGuardia
          Airport include a new passenger terminal and improved roadways to
          expedite traffic flow into and out of the airport. Renovation work
          continues in the main terminal and a new retail and food court is
          being built.

     Ferries

     o    Regularly scheduled service runs from Staten Island, Brooklyn and
          several New Jersey cities to Downtown and Midtown Manhattan.

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                                                 New York Regional Analysis
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Regional Economic and Employment Trends

     The New York metropolitan region saw a net increase of nearly 48,000 new
jobs in the last 12-month period ending October 1996, the highest increase so
far this decade. Northern New Jersey's employment outlook also improved, though
slightly, with a gain of 9,800 new jobs.

     Outlined below are the most current employment statistics available by
industry.

     o    The service industry experienced 94 percent of the area's overall job
          growth, the largest gain in employment during the last twelve months.
          The New York area netted 35,300 new jobs, Long Island expanded by
          approximately 10,000, and New Jersey increased its service sector jobs
          by 15,000.

     o    The second-largest employment increase in the New York region occurred
          in the retail trade, with over 11,000 new jobs in New York City,
          boosted by the surge of retail and entertainment projects. In
          particular, the Midtown Manhattan area has been transformed by a
          plethora of retailers, such as Kmart, Tower Records, Barnes & Noble,
          The Gap, Pottery Barn, the Disney Store, Nike town and Reebok Sports
          Club. Madison Avenue, one of the most desirable and expensive retail
          locales in the world, recently opened its doors to highly sought-after
          designers such as Calvin Klein, Valentino and Giorgio Armani. On Long
          Island, 6,600 retailing jobs were created. Retail also accounted for
          the second-largest employment gain in New Jersey, adding 4,200 new
          jobs.

     o    New York's construction industry added 2,000 new jobs, making it the
          third largest net gain employment category. On Long Island,
          construction jobs increased by 300. With a number of major renovations
          and new retail projects coming on-line on Long Island, construction
          activity should continue on the upswing.

     o    During this period, wholesale trade added 1,900 jobs in the New York
          region and the transportation sector increased by 1,800 new jobs in
          the City and 900 on Long Island. New Jersey suffered in both areas,
          declining 1,200 jobs in transportation and losing 600 in the wholesale
          trade industry.

     o    The FIRE (finance, insurance and real estate) sector accounts for the
          third largest group of the New York region's workforce -- 13 percent
          -- which greatly exceeds the national average of 5.8 percent.
          Considering this, FIRE's loss of 1,900 jobs, considered minor, is a
          significant improvement over the last few years, when the brunt of
          corporate downsizing, mergers and consolidations took its toll within
          the sector's workforce.

     o    The two sectors that suffered the largest losses in employment in the
          metropolitan area were in the public sector. There was a reduction of
          approximately 12,000 government jobs. In manufacturing, there were
          losses of 5,900 workers in New York, 3,600 jobs on Long Island and
          5,600 unemployed in Northern New Jersey.

     Lucrative incentive packages in the form of city and state tax breaks and
attractive leasing packages have been successful in enticing many large
corporations into staying in the region as well as attracting businesses seeking
locations elsewhere. The New York Cotton Exchange, 

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                                                 New York Regional Analysis
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as well as the Coffee, Sugar & Cocoa Exchange will keep its 5,300 employees in
New York City at a new facility, encouraged by a reported $99 million tax
incentive package, among other municipal-backed financial incentives. Paine
Webber, with its 2,650 employees, will maintain its world headquarters at 1285
Avenue of the Americas in Midtown Manhattan through the year 2015, attributed to
an attractive lease deal and a series of tax incentives, sales tax exemptions
and energy savings. In a deal that marks a first time return to New York after
moving out of state, Nine West will relocate to White Plains, bringing with it
1,400 jobs, with an expected addition of 500 jobs during the course of its
25-year lease. They will occupy a 377,000+/- square foot building that was
previously the home of NYNEX. The Nine West deal was assisted by a $7.8 million
package of tax incentives, grants and electricity savings.

     In October 1996, New York City Mayor Rudolph Giuliani introduced a series
of tax incentives and other benefits to attract tenants and developers to move
to certain areas of Downtown Manhattan. American International Group (AIG) will
take advantage of that, keeping its headquarters and over 5,100 employees at 175
Water Street, an office tower which the company recently purchased. AIG also
expects to add almost 1,900 new jobs as a result of growth and consolidation of
other leased properties outside the city.

     Other encouraging corporate news items include MasterCard, which moved into
its new corporate headquarters in Purchase, New York. IBM is planning to
consolidate to a new state-of-the-art headquarters facility adjacent to their
existing building in Armonk, New York. Ciba-Geigy has relocated its corporate
headquarters, along with 1,200 employees, to the Tarrytown Corporate Center, and
is constructing a new $40 million laboratory, scheduled for occupancy in 1997.
Symbol Technologies Inc., employing 2,500 on Long Island, recently relocated to
its new corporate headquarters, encompassing 48+/- acres in Holtsville.

Unemployment

     Unemployment rates have continued to decline nationally and regionally over
the past few years. The latest year-end statistics available from the Department
of Labor, published in December, include figures as of October 1996. The
unemployment rate for the New York region (including New York City, Putnam,
Rockland and Westchester) as of October 1996 was 7.6 percent, as opposed to 7.7
percent twelve months earlier. Similarly, Long Island's October 1996 figure fell
to 3.7 percent from 4.8 percent the prior year.

     In New Jersey, the unemployment rates as of September 1996 show 6.0
percent, compared to 6.3 percent the year before. Economists explain that
unemployment rates change at a slower rate than other economic indicators and,
therefore, may not accurately reflect recent shifts in the job market.
Employment figures provide a more accurate reflection of economic performance in
the region.

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                                                 New York Regional Analysis
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Real Estate Markets

     o    Office Markets

     Strong leasing performance in the Midtown, Midtown South and Downtown
Manhattan Class A office markets has resulted in a shrinking supply of premium
space. The Long Island markets have shown improvement with lowered vacancy
rates. In Northern New Jersey, leasing of Class A space has also been notable.
Midtown Manhattan exhibits the lowest Class A vacancy rate in the region between
10 and 14 percent, and the Downtown, Long Island, and New Jersey markets all
report Class A vacancy rates at their lowest points for the year, between 10 and
15 percent. However, Westchester vacancy rates increased, due to fact that more
space was vacated than occupied in 1996, and the region is striving to recover
from the wave of corporate consolidations and reorganizations that began in
1995. With vacancy rates of prime space falling, the focus has changed to
construction to meet the demand for suitable space.

     Times Square will be the site of one of the first new office developments
in the Midtown area. Located at the northeast corner of Broadway between West
42nd and 43rd streets, 4 Times Square, a 1.6+/- million square foot office and
retail project, broke ground in August 1996. The Durst Organization acquired the
western portion of the same city block which they have a majority ownership. A
scheduled completion date of 1999 is expected. Another site that is generating a
great deal of interest from prominent developers is the New York Coliseum site
at Columbus Circle. Among the bids submitted are plans for a mixed used
development with office space, a large retail component, residential apartments
condominiums and hotel rooms. The governmental agencies requesting the bids
received nine proposals and four finalists are to be announced.

     There are several projects in the preliminary planning stages on Long
Island, including developer Edward J. Minskoff's proposal for a 200,000 square
foot office building at the site of the former Roosevelt Raceway, where he also
plans a separate 350,000 square foot office building. Anchor tenants have been
secured for both buildings. Also slated for development are Brookhaven Town
Center and Parr Yaphank, with a potential of 3+/- million additional square feet
of new office development. In Jersey City's Waterfront district, the Newport
Office Center III will contribute 750,000 square feet of new office space, with
developers planning to complete construction within 2 years after securing 25
percent of the space through pre-leasing.

     o    Retail Markets

     Retailing activity has skyrocketed in both new and expansion projects due
to the region's rebounding economy. The New York City area, traditionally served
by large department stores and small boutiques, is presently experiencing a
different kind of retail experience connected to the multi-media and
entertainment fields. Revitalizing projects in the Times Square area, such as
Disney's renovation of the New Amsterdam theater, David Copperfield's
magic-theme restaurant, the Official All Star Cafe, Sony's State Theatre, and E
Walk, an entertainment complex developed in part by Tishman Broadway Corp., has
made the area attractive for continued development. Additionally, large
retailers such as Kmart, Barnes & Noble, and a new Gap chain, Old Navy Clothing
Co. have expanded into Manhattan with one or two signature stores so as to not
overextend themselves or saturating the market. The Warner Brothers Studio
Store, originally opened in October 1993 on the corner of Fifth Avenue and 57th
Street, recently expanded to nine stories, adding 75,000 square feet retail
space to include interactive games, a cafe and a 74-seat screening room to
feature computer generated 3-D cartoons featuring the well-known Warner Brothers
characters. Warner Brothers more recently leased 

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the 1 Times Square building and is to open a second Manhattan studio store on
West 42nd Street and Broadway. Luxury retailers also made news, with Chanel
moving a few doors away to a completely renovated site with a 99-year lease.
Other upscale designers, such as the aforementioned Calvin Klein, Valentino and
Giorgio Armani, also opened new retail spaces. Next to Chanel on East 57th
Street, Louis Vuitton, the French luxury leather goods designer, is building a
23-story tower, two floors for their retail business and the upper floors
designated to the company's corporate offices. Elizabeth Arden and Red Door
Salons Inc., slated for extensive renovations and expansion, will close this
month and reopen in 1997.

     Long Island is renovating and expanding many of its retail centers, such as
the Walt Whitman Mall in Huntington, the South Shore Mall in Islip, the Tanger
Outlet center in Riverhead and the Bellport Outlet Center. Roosevelt Field mall
will be adding a Nordstrom's to the second level expansion project and
completion is expected by the fall of 1997. In Westbury, a two-level mall
expansion project, The Source, will add 525,000 square feet to the existing site
and is scheduled to be completed in the summer of 1997. The Source will feature
a number of big-name, large-draw retailers such as Fortunoff (the project's
joint venture partner), Nordstrom Rack, Old Navy, Saks Off Fifth, Loehmann's,
The Disney Store, Bertolini's Restaurant and Virgin Megastore. In addition, a
number of new retail developments over 100,000 square feet are being proposed,
among them the Brookhaven Town Center in Yaphank, which ultimately may include a
significant amount of office space as well.

     In Westchester, renovations are underway at the Westchester Mall, which
will double in size to 766,000 square feet and be renamed the Cortland Town
Center. It will feature commanding retailers such as Home Depot, Barnes & Noble,
United Artists Theater, and an A&P Superstore. About 80 percent of the space has
been pre-leased and completion is scheduled for 1999. Just over the Westchester
border in West Nyack, Pyramid Companies has commenced construction of Palisades
Center, a 1.85 million square foot power mall, due to open late 1997. It will be
host to anchor stores such as JC Penney, Lord & Taylor, Filene's Basement and
BJ's Wholesale Club. Other headlining retailers lined up so far include Home
Depot, The Wiz, Target, Sony Multiplex Theatre and Burlington Coat Factory.

     o    Residential Markets

     The New York City residential markets have exhibited a strong recovery from
the past recession. Over the past few years in Manhattan, vacancy rates have
been at the lowest point in years (from 3.4 percent to as low as 1+/- percent,
according to some sources), despite rising supply and market rents. This factor
has, in turn, stimulated the outer borough markets, as many renters seek relief
from the tight Manhattan market and turn to Brooklyn and Queens as alternatives.
Other potential renters have chosen to buy apartments, some more affordably
priced than in the past, boosting the lagging sales of co-ops and condominiums.

     Overall vacancy figures for Northern New Jersey, currently between 4
percent and 5 percent, can vary between submarkets, due to the fact that the
region contains some of the most impoverished areas along with some of the most
affluent neighborhoods in the nation. The Long Island residential market has
shown some improvement, but along with Northern New Jersey, restrictive zoning
and rent control ordinances hinder multifamily development and allow for only
modest improvements in the existing markets. Legislation proposed to eliminate
rent control may alter the development scene dramatically.

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     New residential construction in the New York region is showing great
promise for the near future and is a reflection of increased momentum of the
region's economy. In New York City, there are ten or more projects that are at
or near completion, which should serve to ease the demand for rental and
condominium units for tenants, including low and middle-income families.

     In Westchester County, Avalon Gardens, a 500-unit project, should be ready
for occupancy by late 1998. On Long Island, Avalon is building 300 apartments in
Smithtown, which should also be completed by the end of 1998. In Huntington, a
complex is in the planning stages for a continuous care facility that would
include 1,000 apartments, townhouses and detached homes for senior citizens, as
well as another 250-unit senior housing project.

     o    Hotel Markets

     The region's hotel market is currently in the midst of a dramatic recovery
from a period of economic recession. The supply of hotel rooms in New York has
changed over the past few years, as many older sites are being replaced by more
modern facilities. In some cases, hotels such as the New York Palace, Grand
Hyatt, Marriott EastSid and The Roosevelt have been completely renovated, with
more accommodating guestrooms and facilities designed to pamper the occupants
with more upscale amenities. The demand for hotel space is on the rise and is
expected to continue in the near future. This trend is supported by the number
of new and proposed hotel developments currently in the planning stages, under
construction or near completion.

     The Downtown area of SoHo is the site of two new hotels and another under
proposal. The first hotel to open in this resurgent area, the 367-room SoHo
Grand Hotel, was completed in the summer of 1996 and has already made a
favorable impression among models, artists and actors. The 73-room Mercer Hotel
is currently under construction and has signed a major retailer, J. Crew, to
their attractive ground floor space. Developer Hank Sopher has proposed the
160-room SoHo Gateway, which will reportedly cost $25+/- million and is still in
the planning stages.

     The first new hotel to be constructed in the successfully revitalized
Downtown Brooklyn area is finally underway. Developer Josh Muss' Renaissance
Plaza, a 31-story hotel/office complex will emcompass a 7-story, 384-room
Marriott Hotel. The project broke ground in late 1996 and is expected to be
completed between 1998 and 1999. The latest new hotel proposal in the Times
Square area is a plan by Milstein Properties to build a 500,000 square foot
hotel and retail complex on the parking lot located at West 42nd Street and
Eighth Avenue, across the street from the Tishman development. The Milsteins
have owned the property for 15 years, and have been waiting for the right
incentive package from the city and state to catalyze the project.

     Marriott has plans to open two new Courtyard hotels in midtown Manhattan
within the next two years. Targeted at budget-conscious business travelers, is a
$50 million plan to build a 300-room Courtyard by Marriott hotel on the top
floors of 866 Third Avenue. Construction is scheduled to commence Mid-year 1997
and should be completed in approximately one year. Ground has broken at a second
Courtyard hotel, located in the Garment District.

     On Long Island, Edward J. Minskoff is proposing two hotel projects at the
former Roosevelt Raceway property in Westbury. The first hotel would be a
170-room economy rate project, and the second a 130 suite room project to be
built on the former racetrack's grandstand site. Construction is to begin
Mid-year 1997 and should take about two years to 

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                                                              WAKEFIELD
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<PAGE>

                                                 New York Regional Analysis
- --------------------------------------------------------------------------------

complete. Another significant proposal is the plan for a 200-room hotel in
Jersey City, along the Hudson River waterfront area. The hotel will be a part of
the Hudson Exchange mixed-use project and will be located next to the Newport
Mall and accessible to the planned light rail system in Hudson County. The hotel
will be a vital link to the area's development as a viable business district and
will certainly be a factor in its future growth.

Conclusion

     The downward pattern within the New York region in the past few years has
made a significant turnaround which, boosted by a stable economy and a strong
performance by Wall Street, has prompted some economists to predict that
conditions should remain favorable through at least the third quarter of 1997.
According to Crain's New York Business, inflation in the region has been below
the national average for the last six out of seven months. The latest employment
figures are a powerful indication of the strength of the region's economy.

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                                                              WAKEFIELD
                                                     ---------------------------
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                                                     ---------------------------
<PAGE>

                                   MIDTOWN MANHATTAN OFFICE MARKET ANALYSIS
- --------------------------------------------------------------------------------

Manhattan Overview

     Manhattan contains over 350 million square feet of class A, B and C office
space and is, by a very wide margin, the largest market in the United States.
The Manhattan office market is actually composed of three markets: Midtown,
Midtown South and Downtown. The Midtown market, which is identified as that area
north of 32nd Street, is widely diversified among legal services, financial
institutions, insurance companies, media companies, advertising agencies and
accounting firms, among others. The Midtown South market is identified as that
area north of Canal Street and south of 32nd Street and is dominated by class B
and C buildings which are generally occupied by local service firms, back office
divisions of large companies and front offices for local manufacturers. The
Downtown market, identified as that area south of Canal Street to the Battery,
is linked significantly to financial services, Wall Street firms and New York
City government.

     The Manhattan office market got off to a strong start in 1997 and continued
to improve in the second quarter. For the first time since the 1980s, the New
York City economy has been stronger than in the surrounding suburbs. Through
May, 1997 over 29,000 new jobs were created within the City's private sector,
primarily in the services and securities sectors.

Midtown Manhattan Market

     The Midtown Manhattan office market is currently the largest in the country
and contains over 220 million square feet of space in 778 properties, with class
A space accounting for 76 percent of the total inventory. With strong leasing
and positive absorption, the Midtown market continued to improve through
mid-year, indicating a healthy outlook for the remainder of 1997. The following
chart summarizes the status of the Midtown Office Market (excluding Midtown
South) as of the second quarter of 1997.

- --------------------------------------------------------------------------------
               Midtown Manhattan Office Market Statistics - 2Q1997
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
                                                   Class A          Class B         Class C         Overall
- --------------------------------------------------------------------------------------------------------------
<S>                                              <C>              <C>             <C>             <C>        
Number of Built Buildings                                342             328             108              778
Inventory - Square Feet                          168,126,777      39,395,235      13,127,089      220,649,101
- --------------------------------------------------------------------------------------------------------------
Overall Availabilities - SF                       15,306,191       6,012,531       1,750,062       23,068,784
YTD Under Construction - SF                        1,614,000               0               0        1,614,000
- --------------------------------------------------------------------------------------------------------------
Total Leasing Activity 1996 - SF                  15,134,075       2,641,959         859,620       18,635,654
Total Leasing Activity 2QYTD 1997 - SF             7,379,181       1,597,956         433,643        9,410,780
- --------------------------------------------------------------------------------------------------------------
Total Absorption 1996 - SF                         1,530,652         103,212         133,649        1,767,513
Total Absorption 2QYTD 1997 - SF                     639,452             931        (69,538)          570,845
- --------------------------------------------------------------------------------------------------------------
Total Vacancy Rate                                      9.1%           15.3%           13.3%           10.50%
Total Avg. Asking Rental Rate                         $36.91          $23.55          $12.25           $31.56
- --------------------------------------------------------------------------------------------------------------
</TABLE>
Source:  Cushman & Wakefield Research Services

     Class A: Buildings which meet three or more of the following criteria:
     centrally located, professionally managed and maintained; attract
     high-quality tenants and command upper-tier rental rates. Structures are
     modern or have been modernized to successfully compete with newer
     buildings. 

     Class B: Buildings with less than three of the criteria listed above. In
     addition, the current or prospective tenants must be office space users.

     Class C: Buildings competing for tenants requiring functional space at
     rents below average.

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                                                              WAKEFIELD
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                                                     ---------------------------
<PAGE>

                                   Midtown Manhattan Office Market Analysis
- --------------------------------------------------------------------------------

     During the 1980s the Midtown Manhattan office market experienced
unprecedented growth in leasing activity, new construction and rental rates. In
the early 1990s the market softened as new supply entered the market in response
to rising rental rates, increased demand from the mid-1980s, as well as several
New York City office development incentives. The resulting oversupply of Midtown
office space, in conjunction with the past recession, created soft market
conditions that persisted well after most of the country had begun its ascent
from the past economic downturn.

     The future shows a more balanced outlook for the Midtown office market. New
construction had virtually come to a standstill, which allowed demand to catch
up with existing supply and vacancy rates to decline. The New York City region
has emerged from the past recession and lenders have begun to provide new
financing of well-occupied and stabilized office properties. Finally, new
construction has begun on speculative office projects, with partial preleasing
mandatory, which is deemed as a positive factor.

Supply

     The last wave of new construction activity in Midtown was initiated by the
1981 rezoning of the West Side of Manhattan centering around Times Square. The
temporary zoning change increased the permissible density (FAR) of potential
building sites. This prompted many developers to acquire sites and begin
construction in order to meet the zoning deadline requirement that foundations
be in place by May 13, 1988. East Side sites were conversely downzoned, although
the scarcity of sites on the East Side minimized the effects of the downzoning.

     The 1981 rezoning of the West Side, which was successful in promoting
development, was scaled back in 1987. Developers who took advantage of the
rezoning have long since completed those buildings. New office construction over
the past few years has been almost non-existent, with just nine (primarily owner
occupied) buildings completed between 1992 and 1994. This slowdown in
construction activity was attributed to the oversupply of office space created
by the building boom of the 1980s, the decreased demand for space that was the
result of corporate downsizing and relocation out of New York City, and general
economic weakness stemming from the past recession.

     Proposals for construction over the next few years have been minimal, which
has had a favorable impact on occupancy levels. The following chart lists the
most recent office projects proposed and under construction.

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                                                              WAKEFIELD
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                   Midtown Manhattan Office Market Analysis
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
       Midtown Office Building Projects - Proposed and Under Construction
<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------
                                                                     Rentable
No. Property                                       Status           Office SF   Constructed For
- ----------------------------------------------------------------------------------------------------------------------
<S> <C>                                      <C>                     <C>        <C>          
 1  German Embassy                           Under Construction      114,000    Owner/User
    871 United  Nations Plaza
- ----------------------------------------------------------------------------------------------------------------------
 2  4 Times Square - NE Tower                Under Construction     1,600,000   Conde Nast and Skadden, Arps have
    1480 Broadway                                                               committed to 80% of available space
- ----------------------------------------------------------------------------------------------------------------------
 3  Park Avenue Place                             Proposed          1,100,000   Bear Stearns & Co. world
    383 Madison Avenue                                                          headquarters
- ----------------------------------------------------------------------------------------------------------------------
 4  One Rockefeller Plaza West                    Proposed          1,460,000   Anchor tenants will likely be
    745 Seventh Avenue                                                          secured prior to construction
- ----------------------------------------------------------------------------------------------------------------------
 5  Heron Tower II                           Foundation in place     125,000    Office/HotelSpeculative
    60 East 55th Street
- ----------------------------------------------------------------------------------------------------------------------
 6  Columbus Center                            Developer to be      1,340,000   Mixed Use -- Office,Retail and
    Columbus Circle & 59th Street                 announced                     Residential
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
Source: Cushman & Wakefield Research Services

     There have been no new speculative office building completions since 1992,
when Americas Tower, 450 Lexington Avenue and 565 Fifth Avenue were completed.
The over-built market and corresponding decrease in market rents during the past
recession made new construction infeasible.

     More recently, a few new office projects have broken ground for
construction. The new German Embassy was long identified as a speculative office
site. The Albanese development firm sold the site and is constructing a
build-to-suit project for the German government. The other new projects,
excluding 4 Times Square, will most likely not be built without a commitment
from major tenants. This is a standard requirement in many other office markets
nationally and a primary condition to secure traditional construction financing.

     On the following page is a bar graph exhibiting both Midtown and Midtown
South construction and direct vacancy rates. The vacancy rate indicated varies
from some of the statistics included in this market overview due to the
inclusion of Midtown South in this presentation.

Proposed New Construction

     Many of the proposed projects listed on the preceeding chart have been in
the planning stage for a number of years. The developers of these projects have
been marketing the proposed office space for quite some time. The first two
projects listed transferred to new owners and broke ground. Two of the other
sites were also sold and new development is coming closer to fruition.

     In 1996, 871 U.N. Plaza, located on a 50-by-100 square foot site between
East 48th and East 49th streets, was purchased by the Federal Republic of
Germany. Construction of the 114,000+/- square foot property recently commenced
and will take approximately two years to complete. It will be entirely occupied
by the German Government, which will consolidate three of its New York offices.
The entire project will cost $30 million, which includes the purchase and
construction of the existing site and adjacent land.

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                                                              WAKEFIELD
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<PAGE>

                                    Midtown Manhattan Ofice Market Analysis
- --------------------------------------------------------------------------------

     Four Times Square, which is part of the Times Square redevelopment project,
will be the first new office development to take place. The Durst Organization
broke ground in August 1996, at the Northeast Tower site, a 1.6+/- million
square foot proposed office and retail tower. The Durst Organization purchased
the site for an estimated price of over $70 million from Prudential Insurance.
Included with the site are a variety of zoning and real estate tax incentives
which transferred to Durst in the sale. Construction on the site, located along
Broadway between West 42nd and 43rd streets, is underway and a scheduled
completion date of 1999 is expected. Conde Nast, its anchor tenant, committed to
lease more than 550,000+/- square feet within the proposed building. In November
1996, the law firm of Skadden, Arps, Slate, Meagher & Flom completed a deal for
660,000+/- square feet. It is reported that Morgan Stanley is considering a
400,000+/- square foot commitment in the structure and Bertelsmann, Inc. is also
contemplating leasing approximately 300,000+/- square feet in the building.

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<PAGE>

                                [GRAPHIC OMITTED]
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<PAGE>

                                   Midtown Manhattan Office Market Analysis
- --------------------------------------------------------------------------------

     Bear Stearns & Co. has just entered into a 99-year ground lease at 383
Madison Avenue after a two year search for space in Midtown Manhattan. The
securities firm plans to develop and build a 1.1 million square foot office
building on the site, which is bounded by Madison and Vanderbilt Avenues and
East 46th and 47th streets, to serve as its new world headquarters. The location
will be known as Park Avenue Place. Plans are to construct a technologically
sophisticated "smart" office tower, to be completed before the expiration of
Bear Stearn's current lease at 245 Park Avenue in 2002, which will consolidate
employees located at both 245 Park Avenue and 575 Lexington Avenue. The property
was purchased from the al-Babtain family of Saudi Arabia, investment partners
with CS First Boston, reportedly for more than $100 million and is to be
developed by Fred Wilpon, a director of Bear Stearns, and Gerald Hines, the
Houston-based developer. The City has granted $75 million in tax breaks for
development.

     Another significant proposed office building project is One Rockefeller
Plaza West. Rockefeller Center Properties is marketing the proposed 1.46+/-
million square foot, 55-story tower site, controlled by Mitsubishi Estate
through Cushman & Wakefield Brokerage Services. At the present time, there is
moderate interest in this site. Potential tenants have analyzed the project with
rents being determined based on the requested design and scope of the tenants'
specific needs. The site, which may be connected to the Rockefeller Center
retail concourse, is being used on an interim basis as an open parking facility.

     A development site that was recently re-introduced to the market is the New
York Coliseum site at Columbus Circle. The site is located along Central Park
South - West 59th Street and Central Park West - Eighth Avenue with the
potential to build over 1.2 million square feet of space on a 3.4 acre parcel.
MTA officials which control the site sent out a Request for Proposal in July
1996, and are anticipating a sale price of over $150 million. Reportedly, all of
the well-known developers in Manhattan submitted proposals/offers for the site.
Most of the submitted proposals are for mixed-use projects combining office,
retail and residential components. The bid process has been completed and the
MTA announced a short list of developers in February. The winning bidder is
expected to be announced within the next several months.

     Across the street from the Coliseum site is 2 Columbus Circle, another site
slated for sale or redevelopment by New York City. Proposals submitted for
consideration may either make use of the existing ten-story white marble block
building, or include construction of a new building in accordance with current
zoning resolutions and compatibility with the surrounding community.

     A site located at 1530 Broadway was recently reported to be under
consideration for development. This parcel contains a footprint of approximately
45,000 square feet and is currently occupied by the Roundabout Theater on
Broadway under a lease which expires in March 1999. This parcel can accommodate
an as-of-right zoning floor area of 600,000+/- square feet with uses which
include retail, signage, hotel and office. The owner, Charles Moss, has not yet
announced plans for the site.

     In other construction news, the site and foundation for the proposed Heron
Tower II, located at 60 East 55th Street, was sold in March 1996 to the
commercial real estate developers, Americas Tower Partners, the Bernstein
Brothers, for $5.3 million. The new owners are considering an office development
or possibly a hotel project.

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                                      -18-
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<PAGE>

                                   Midtown Manhattan Office Market Analysis
- --------------------------------------------------------------------------------

     The most recent wave of speculative office construction was conceived and
designed almost a decade ago. Since that time, given the technological advances
in terms of building construction and the level of sophisticated build-outs now
required by most tenants in the current market, it is reasonable to assume that
this next wave of construction will prompt a demand for "smarter buildings" and
a more favorable rent-to-expense ratio. As the market continues to tighten, the
need for new construction will most likely move forward.

     There is very strong interest and desire on the part of tenants within the
market to find consolidated commitments preferably in new buildings. There are a
variety of requirements which influence the decisions of tenants, such as:

     o    Space located on contiguous floors: At the present time, there are
          very few opportunities to secure large blocks of suitable space in
          Midtown. Given the number of large tenants in the market, there is
          likely to be increased competition for large blocks of available
          supply.

     o    Space in modern buildings designed for high technology users:
          Businesses today rely heavily on telecommunications, computers and
          sophisticated mechanical equipment which require an environment that
          can accommodate "state of the art" technology. Spaces under
          consideration would require both raised floors and suspended ceilings,
          making the existing supply of availabilities located in older
          buildings inadequate to meet the constantly changing needs. Space is
          limited in many post-1985 "smart buildings" to relatively small units.

     o    Avoidance of functionally obsolescent buildings: Inability to
          accommodate upgraded electrical and telecommunications risers as well
          as HVAC coverage is a crucial factor. Additionally, pre-1975
          structures often used asbestos-containing materials as a fire
          retardant. Complete renovation of such spaces may resolve many of
          these inadequacies, but certain structural factors such as slab to
          slab heights and column spacing cannot be changed economically.

     o    Proximity to established transportation hubs: Tenants have expressed a
          strong desire to be near established transportation hubs such as Grand
          Central Terminal and Pennsylvania Station.

     At the present time, the existing supply of space within the Midtown
Manhattan market cannot fully satisfy the demand for large blocks of contiguous
space. Contiguous blocks of class A space 50,000 square feet and larger declined
by roughly 17 percent from the beginning of 1996. When the age and location of
space is also considered, realistic choices are limited. However, desire to
locate out of the Midtown Manhattan area is not apparently a strong trend.
Analysis of tenants currently in the market indicates that less than 13 percent
contemplate locations outside of New York City. Leasing activity for office
space in Midtown Manhattan continues to increase and is expected to remain
steady into the near future.

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                                      -19-
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                                                              WAKEFIELD
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<PAGE>

                                         Midtown Manhattan Office Analysis
- --------------------------------------------------------------------------------

Demand

     The following chart provides a breakdown of overall leasing activity in the
Midtown sub-districts (including Midtown South) from 1985 through the second
quarter of 1997.

- --------------------------------------------------------------------------------
                    Midtown Leasing Activity by District (SF)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
     Year           Plaza          Grand Central         Midtown West        Midtown South            Total
- --------------------------------------------------------------------------------------------------------------------
<S>               <C>                <C>                  <C>                  <C>                  <C>       
     1985         4,026,951          2,829,263            3,289,313            1,782,866            11,923,843
     1986         6,913,195          3,730,673            4,411,042            2,459,768            17,542,184
     1987         6,161,960          4,806,671            4,780,460            3,428,095            19,181,945
     1988         6,040,805          4,027,576            5,982,913            1,847,195            17,898,489
     1989         6,089,294          4,039,726            5,286,691            2,902,038            18,318,334
     1990         5,660,136          3,406,050            4,998,241            1,828,555            15,892,982
     1991         5,195,632          2,875,776            3,682,264            1,667,853            13,421,525
     1992         6,059,470          3,792,338            4,714,699            2,184,259            16,750,766
     1993         7,039,477          3,491,990            5,172,914            2,345,591            18,049,972
     1994         8,403,760          3,587,694            5,228,707            2,979,190            20,199,351
     1995         7,798,621          4,344,954            4,699,239            5,058,002            21,900,816
     1996         8,165,048          4,960,750            5,509,856            4,351,440            22,987,094
   YTD 1997       4,196,883          2,876,147            2,337,750            2,096,391            11,507,171
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
Source: Cushman & Wakefield Research Services

     Leasing activity in 1992 signaled a reversal of the downward trend caused
by the past recession, with total square footage leased showing a 24.8 percent
increase over 1991. In 1993 annual leasing activity reached 18.0 million square
feet, a 7.8 percent increase over 1992, and the highest level of leasing
activity achieved in Midtown since 1989. Midtown leasing activity in 1994 was
strong, and the year-end total of 20.2+/- million square feet was the highest
total recorded for the Midtown market over the previous decade. Leasing activity
in 1995 reached nearly 22 million square feet (inclusive of Midtown South),
exceeding the record 1994 leasing activity and continuing an upward trend. Total
year-end 1996 Midtown leasing activity (excluding Midtown South) reached a
healthy 18.6+ million square feet. With the addition of Midtown South, leasing
activity shot up to 22.9+ million square feet, an all-time high. As of mid-year
1997 Midtown overall leasing activity (excluding Midtown South) was 9.4+/-
million square feet, nearly 20 percent higher than the same period last year.
Leasing transactions 10,000 square feet and larger accounted for 58 percent of
the total activity for the year.

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<PAGE>

                                   Midtown Manhattan Office Market Analysis
- --------------------------------------------------------------------------------

     The following charts summarize the largest Midtown leases and the major
space additions over the past 12 months.

- --------------------------------------------------------------------------------
                     Significant Transactions Last 12 Months

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Building                           Market              Tenant                                  Date           SF
- -------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                 <C>                                   <C>            <C>    
4 Times Square                     West Side           Skadden, Arps                         4Q 1996        659,937
4 Times Square                     West Side           Conde Nast Publications               3Q 1996        568,151
150 East 42nd Street               Grand Central       Pfizer Inc.                           4Q 1996        293,841
55 East 52nd Street                Park Avenue         ING Capital Markets                   1Q 1997        278,200
345 Park Avenue                    Park Avenue         JP Morgan & Company                   4Q 1996        242,802
220 East 42nd Street               Grand Central       Omnicom Group                         2Q 1997        179,900
Two Penn Plaza                     Penn Station        Information Builders, Inc.            2Q 1997        178,899
150 East 42nd Street               Grand Central       Gruner & Jahr  Publishing             3Q 1996        174,681
12 East 49th Street                Madison/5th         Credit Suisse First Boston            2Q 1997        167,750
55 East 52nd Street                East Side           Swiss Re Holding N.A.                 4Q 1996        151,327
150 East 42nd Street               Grand Central       Bayerische Vereins Bank               1Q 1997        136,684
555 West 57th Street               West Side           BMW of Manhattan                      4Q 1996        130,059
1230 Ave Amer./10 Rock Ctr.        6th/Rock Center     Christies International               2Q 1997        125,358
1301 Avenue of the Americas        6th/Rock Center     Deutsche Bank A.G.                    4Q 1996        125,200
150 East 42nd Street               Grand Central       Pfizer Inc.                           2Q 1997        117,882
150 East 42nd Street               Grand Central       Bayerische Vereins Bank               2Q 1997        113,523
1211 Avenue of the Americas        6th/Rock Center     The News Corporation                  3Q 1996        113,102
888 Seventh Avenue                 West Side           Golden Books Publishing, Inc.         1Q 1997        112,290
245 Park Avenue                    Park Avenue         Bear Stearns & Co., Inc.              3Q 1996        98,495
One Park Avenue                    Murray Hill         Public Service Mutual Insurance       1Q 1997        89,700
1211 Avenue of the Americas        6th/Rock Center     Nissho Iwai American Corp.            3Q 1996        79,150
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
Source: Cushman & Wakefield Research Services

- --------------------------------------------------------------------------------
                      Major Space Additions Last 12 Months

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                                                    Direct                                         Date
Building                    Market               or Sublease    Tenant Vacating                  Available          SF
- -------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                    <C>          <C>                              <C>             <C>    
825 Eighth Avenue           West Side              Sublease     Ogilvy & Mather                   Jan-98         477,070
9 West 57th Street          Mad/Fifth               Direct      Avon Products                     Jul-97         450,000
625 Madison Avenue          Mad/Fifth              Sublease     Revlon                            4Q 1997        387,395
237 Park Avenue             Park Avenue            Sublease     J.Walter Thompson et al          Arranged        342,000
777 Third Avenue            East Side               Direct      Grey Advertising                  Jan-00         261,600
866 Third Avenue            East Side               Direct      Macmillan Comm.                  Immediate       225,000
One Penn Plaza              West Side              Sublease     Stone & Webster Eng.             Immediate       165,764
410 East 62nd Street        East Side               Direct      Vacant                           Immediate       125,000
200 Park Avenue             Park Avenue             Direct      Met Life                         mid-1997        122,916
1211 Ave. of  Americas      6th/Rock Center         Direct      Nissho Iwai                       Jan-97         118,725
125 Park Avenue             East Side               Direct      Various                          Immediate       117,932
116 West 32nd Street        East Side               Direct      NYC Comm Human Rights             Oct-97         112,500
1230 Ave. of Americas       6th/Rock Center         Direct      USA Network                      Immediate       108,301
One Park Avenue             Murray Hill            Sublease     Loews Corporation                Immediate       100,000
280 Park Avenue East        Park Avenue             Direct      Bankers Trust                    Immediate        92,118
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Source: Cushman & Wakefield Research Services

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<PAGE>

                                   Midtown Manhattan Office Market Analysis
- --------------------------------------------------------------------------------

Vacancy and Asking Rents

Over 22 percent of Midtown's class A inventory has come on line since 1980, and
office construction since 1985 has increased primary inventory by 13.9 percent.
The following chart provides total primary and secondary vacancy rates along
with weighted average asking rental rates for Midtown and Midtown South from
1984 through the second quarter of 1997.

<TABLE>
<CAPTION>

      --------------------------------------------------------------------------------------------------------
                                             Vacancy and Asking Rents
      --------------------------------------------------------------------------------------------------------
         Year          Vacancy Rates*          Asking Rental Rates*          Total Leasing Activity SF
                   Class A       Class B       Class A      Class B          (including Midtown South)
      --------------------------------------------------------------------------------------------------------
         <S>        <C>           <C>          <C>           <C>                     <C>       
         1984       6.60%         7.80%        $37.77        $20.50                  15,459,000
         1985       9.10%        10.50%        $38.15        $22.70                  11,923,000
         1986       9.70%        12.90%        $38.55        $21.76                  17,497,000
         1987       10.20%       13.30%        $38.46        $23.76                  19,182,000
         1988       13.00%       14.70%        $39.45        $23.47                  17,898,489
         1989       14.70%       15.10%        $40.28        $23.26                  18,317,700
         1990       17.20%       16.80%        $40.26        $21.10                  16,014,023
         1991       16.80%       18.50%        $37.47        $19.71                  13,421,525
         1992       16.30%       20.10%        $34.38        $19.14                  16,750,766
         1993       15.50%       18.60%        $33.17        $19.56                  18,049,972
         1994       13.40%       16.40%        $33.60        $19.82                  20,199,351
         1995       12.10%        15.6%*       $34.36        $22.36*                 21,900,816
         1996       9.90%        14.60%        $34.75        $21.31                  22,987,094
       YTD 1997     8.90%        13.90%        $36.58        $22.61                  11,507,171
      --------------------------------------------------------------------------------------------------------

</TABLE>

        * As of 1995 Class C space is excluded from Class B calculations
        Source: Cushman & Wakefield Research Services

     The Midtown total primary (class A) vacancy rate climbed to a year-end high
of 17.2 percent in 1990 and remained above 15 percent through 1993. This
increase in the vacancy rate was touched off by the substantial amount of new
construction completed in the Special Midtown Zoning District, which came on
line just as the economy was heading into the past recession. New York City was
particularly affected by the recession, with approximately 350,000 jobs
eliminated due to corporate consolidations, relocations and downsizing. With the
large increase in primary inventory due to the rezoning of the West Side, the
loss of nearly one-tenth of the City's job base, and the general downturn in the
economy, a rise in the vacancy rate was inevitable.

     The dearth of new construction coming on-line and moderate job growth
predicted over the next couple of years should mean that the vacancy rate will
continue to decline in the near term. However, it's expected that over 2.0+/-
million square feet of newly constructed office space will be completed by the
year 2000. As of the second quarter of 1997 the overall total vacancy rate
(excluding Midtown South) declined to 10.5 percent from 12.1 percent one year
ago; the class A total vacancy rate was 9.1 percent, the lowest rate since 1987,
while the class B total vacancy rate was reported at 15.3 percent. In
comparison, as of year-end 1996 both the class A and class B inventory showed
continued declines, with total vacancy rates of 10.0 percent and 15.5 percent,
respectively. This positive trend is expected to continue thru 1997 due to the
City's improving economy and enticing incentive packages, coupled with the lack
of new construction. The resulting strong demand for space in the Grand Central,
Madison/Fifth 

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                                    Midtown Manhattan Office Market Analysis
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and Sixth Avenue/Rockefeller Center sub-markets should continue as
well since businesses are being encouraged to stay and expand in Manhattan.

     The total direct asking rental rate in Midtown rose to $31.78 per square
foot from $30.78 per square foot one year ago. More substantial increases were
seen in Class A rentals, which climbed to $38.09 per square foot from $35.21.
This increase is partially attributable to 600,000 square feet of availabilities
at 9 West 57th Street, currently the highest priced block of space in Manhattan.
It is expected that the shrinking supply of office space will eventually lead to
asking rental rates comparable to those seen during the 1980s. Due to the
tightening market, landlords have become less flexible in terms of free rent,
work allowances, negotiating periods, and other concessions.

Absorption

     Midtown has enjoyed positive overall net absorption over the past few
years, though figures from year to year often exhibit wide fluctuations. Net
absorption also varies considerably by district, between primary and secondary
space, and when space is reclassified or dropped from the survey conducted by
Cushman & Wakefield Research Services. Class A net absorption in the Midtown
(inclusive of Midtown South) office market from 1993 through the second quarter
of 1997, is summarized on the bar graph on the following page. The absorption
fiugres shown vary from the following discussion included in this market
overview due to the focus on class A space as well as the inclusion of Midtown
South activity.

     Historical overall net absorption figures indicate that Midtown usually
experiences positive absorption. In the past decade overall Midtown net
absorption was negative in only one year, 1988, the year after the stock market
crash. The market rebounded in 1989, resulting in positive overall absorption of
space. The largest positive change in overall net absorption occurred between
1993 and 1994. Overall net absorption increased by 1.8 million square feet,
resulting in the absorption of over 1.6 million square feet in 1994. This
tremendous amount of absorption is explained in large part by the high level of
leasing activity that occurred in Midtown in 1994. With leasing activity
totaling 20.2 million square feet, the overall vacancy rate dropped 2 percentage
points from year-end 1993 to year-end 1994, the largest decrease in the overall
vacancy rate on a year-over-year basis since the 1980s. Through year-end 1996,
absorption increased significantly to over 2.4 million square, the highest level
of overall absorption experienced by the Midtown market in the past decade.
Powerful leasing in the class A market offset an abundance of new class C
availabilities, allowing second quarter 1997 overall absorption to measure
positive 1,028,026 square feet.

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                               ABSORPTION BY YEAR

                                [GRAPHIC OMITTED]

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                                   Midtown Manhattan Office Market Analysis
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Midtown Manhattan Sub-districts

     Midtown Manhattan has traditionally been divided into four sub-districts
delineated by geographic boundaries: Plaza, Grand Central, Midtown West and
Midtown South. Cushman & Wakefield has changed the way in which Midtown is
sub-districted to better reflect trends within the various office sub-markets.

     Both the traditional and the corresponding new office sub-markets are
discussed below.

     Plaza District (East Side, Park Avenue, Madison/Fifth, Sixth/Rockefeller
Center)

     This district had traditionally been defined as the area between 47th and
65th streets, from Fifth Avenue to the East River, and more recently had its
western border expanded to Seventh Avenue. The expansion of this district was
explained by the willingness of many major companies to locate west of Fifth
Avenue to the corporate towers along Avenue of the Americas. The firmly
established locations of offices on Park, Madison and Fifth avenues form the
cornerstone of the Plaza District. Many familiar and noteworthy buildings,
including Rockefeller Center, the Citicorp Building, Trump Tower, the Seagram
Building, the Solow Building, the General Motors Building, and several buildings
along the Avenue of the Americas office corridor lie within the boundaries of
the Plaza District.

     The sub-districts that form what is otherwise known as the Plaza District
reflect the strongest market rents in Midtown. This is the result of the
long-standing reputation that these markets have enjoyed as the premier office
locations in Manhattan for corporate domestic and international headquarters.
These include the banking, legal and financial services industries as well as,
but to a lesser degree, communications, publishing and advertising firms.

     Grand Central District (Murray Hill, Grand Central, United Nations)

     The traditional Grand Central District continuously exhibited relatively
stable vacancy rates, asking rents and leasing activity. The main reason for
this situation is that this district contains some of the oldest and most famous
Midtown office buildings and new construction has been limited. The area, which
extended from 32nd Street to 47th Street and from Fifth Avenue to the East
River, offered few sites for redevelopment. Due to the lack of available sites,
developers have had to be innovative; 450 Lexington Avenue, constructed atop the
Grand Central Post Office, is a prime example.

     Midtown West District (Westside, Penn Station, Textile/Garment, Lincoln
Center)

     Midtown West was traditionally known as the area bounded by 30th Street and
47th Street west of Fifth Avenue to the Hudson River and by 47th Street to 70th
Street west of Seventh Avenue, to the Hudson River. This market experienced a
dramatic surge in development from 1985 through 1990, and was widely expected to
become the center of new office development in Manhattan, meeting the expansion
needs of major Midtown Manhattan space users. The primary reason for this
increase in development was a 20 percent zoning bonus (floor area ratio
increased from 15 to 18 times the lot area) enacted in 1981, which expired on
May 13, 1988. In order to be eligible for this bonus, the full foundation work
on new projects had to be completed by that date. Approximately 16 development
sites had foundations in place or were under construction at that time. This
construction produced a renaissance in the Midtown West District.

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     The Midtown West market grew and dominated new construction in Midtown
Manhattan through 1991, and from 1989 to the present, Midtown West construction
accounts for 57 percent of all construction completions in Midtown. The area
that formerly comprised the Midtown West office district is now divided into the
four sub-markets mentioned above.

     Midtown South (SoHo, Greenwich/NoHo, Madison Square/Union Square, Hudson
     Square/West Village, Chelsea)

     The Midtown South office district comprises 22 percent of the total Midtown
Manhattan inventory of office space. Just 617,988 square feet (3.8 percent of
total Midtown's primary) is considered class A space, which is generally
considered competitive with some Midtown class B and C buildings. Well-located
buildings along Park Avenue South, Madison Avenue, Fifth Avenue and Broadway are
some of the district's most desirable.

     Midtown South has undergone a tremendous renaissance over the past year,
enjoying strong leasing activity. The 1996 year-end leasing activity of 4.4+/-
million square feet was significant, including the largest fourth quarter
transaction of Credit Suisse, which occupies 1.1 million square feet at 11
Madison Avenue. Dynamic leasing activity in this market has also driven the
overall year-to-date absorption to positive 457,181 square feet. Year-to-date
1997 overall leasing activity was 2,096,391 square feet.

Statiscal Summary

     Second quarter 1997 statistical summary figures for both the Midtown and
Midtown South office markets, including their respective sub-districts, are
presented on the following three pages. The terms listed below pertain to the
headings found in the summary.

     Inventory:                 Includes all existing  competitive office 
                                buildings located in Manhattan with certificates
                                of occupancy as of June 30, 1997.

     Total Available Space:     Space available through both the building owner 
                                and tenants having a possession date within the 
                                next six months.

     Direct Vacancy Rate:       Space, available only directly from the building
                                owner, divided by the inventory.

     Total Vacancy Rate:        Space, available both directly and through 
                                sublease, divided by the inventory.

     Rental Rate:               The  weighted  average of rental rates per      
                                square foot quoted by the landlord, sublandlord,
                                or its agents. All rates in this report are 
                                gross rates per rentable square foot. Both 
                                Direct and Total rates are reported for 
                                comparison.

     Absorption Rate:           Net change in occupied space for a given  
                                period of time, excluding sublet space, 
                                preleasing activity, and renewals.

     Leasing Activity:          The sum total of all completed office leasing 
                                transactions for a given period of time, 
                                including sublet space and preleasing, but 
                                exluding renewals.

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Midtown, New York Office Market                                                                              Office Market Report
Overall Statistical Summary                                                                                  Second Quarter 1997

                                                   Total      Direct     Total     Direct        Total         YTD          YTD
                                                 Available    Vacancy   Vacancy    Wtd.Av.      Wtd.Av.    Absorption     Leasing
   Submarket Name                  Inventory       Space       Rate       Rate   Rental Rate  Rental Rate     Rate        Activity
   --------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>           <C>           <C>       <C>       <C>          <C>          <C>          <C>    

   GRAND CENTRAL DISTRICT
        Murray Hill                13,281,401    1,766,427     12.1%     13.3%     $27.28       $26.56       (8,653)      877,788
        Grand Central              40,745,105    3,633,890     7.8%       8.9%     $31.70       $31.23       625,062     1,966,064
        United Nations             3,093,204      263,167      7.9%       8.5%     $31.19       $30.64        4,215        32,295

   PLAZA DISTRICT
        East Side                  19,038,255    1,818,584     8.4%       9.6%     $34.85       $34.58      (33,765)      652,980
        Park Avenue                21,043,271    1,977,560     6.6%       9.4%     $45.05       $43.42      (166,194)    1,006,337
        Madison/Fifth Avenue       24,114,289    2,954,330     10.3%     12.3%     $45.57       $44.50      (346,619)    1,295,616
        Sixth Avenue/Rock Ctr      37,027,060    2,127,505     4.2%       5.7%     $39.94       $38.00       276,469     1,241,950

   MIDTOWN WEST DISTRICT
        West Side                  22,102,063    1,358,273     4.6%       6.1%     $26.89       $26.30       377,970      795,536
        Penn Station               13,943,971    3,153,385     18.9%     22.6%     $25.14       $24.36      (59,752)      664,608
        Textile/Garment            23,748,095    3,899,436     15.8%     16.4%     $21.44       $21.42      (61,459)      859,851
        Lincoln Center             2,512,387      116,227      4.6%       4.6%     $20.40       $20.51      (36,429)       17,755
                                  -----------    ---------      ----     -----     ------      -------     --------       ------
   Midtown Total                  220,649,101    23,068,784    8.9%      10.5%     $31.78       $31.56       570,845     9,410,780

   MIDTOWN SOUTH
        SoHo                       3,294,860       54,270      1.6%       1.6%     $20.85       $20.85        8,160        58,613
        Greenwich/NoHo             4,610,441      789,823      16.1%     17.1%     $19.18       $18.47       87,742       177,154
        Madison/Union Square       29,187,132    2,567,974     7.9%       8.8%     $21.93       $21.92       148,602     1,143,384
        Hudson Sq./W. Village      9,994,272     1,078,871     10.1%     10.8%     $17.28       $17.57       149,540      238,329
        Chelsea                    13,349,944    1,731,775     12.1%     13.0%     $12.32       $12.96       63,137       478,911
                                   ----------    ---------     -----     -----     -------      -------      -------      -------

   Midtown South Total             60,436,649    6,222,713     9.5%      10.3%     $18.03       $18.22       457,181     2,096,391

   TOTALS                         281,085,750    29,291,497                                                 1,028,026    11,507,171

</TABLE>

   Source:  Cushman & Wakefield Research Services

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Midtown, New York Office Market                                                                              Office Market Report
Overall Statistical Summary                                                                                   Second Quarter 1997


                                                 Total     Direct     Total      Direct         Total         YTD           YTD
                                               Available   Vacancy   Vacancy     Wtd.Av.       Wtd.Av.    Absorption      Leasing
   Submarket Name                Inventory       Space      Rate       Rate    Rental Rate   Rental Rate     Rate         Activity
   --------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>           <C>          <C>       <C>        <C>           <C>          <C>           <C>    
    GRAND CENTRAL DISTRICT
         Murray Hill              7,089,581    1,100,767   13.9%       15.5%       $31.03        $29.93    (181,441)      415,662
         Grand Central           33,781,805    3,058,783    7.8%       9.1%        $33.08        $32.46     526,866      1,662,677
         United Nations           2,580,606     235,342     8.4%       9.1%        $31.31        $30.70      5,558         32,295

    PLAZA DISTRICT
         East Side               17,505,333    1,523,911    7.5%       8.7%        $38.55        $37.87    (38,858)       632,880
         Park Avenue             21,043,271    1,977,560    6.6%       9.4%        $45.05        $43.42    (166,194)     1,006,337
         Madison/Fifth Avenue    22,326,146    2,814,321   10.5%       12.6%       $46.59        $45.29    (342,687)     1,224,436
         Sixth Avenue/Rock Ctr   35,701,968    2,024,013    4.1%       5.7%        $41.00        $38.72     301,712      1,201,359

    MIDTOWN WEST DISTRICT
         West Side               16,441,593     993,674     4.0%       6.0%        $31.46        $29.27     312,318       601,706
         Penn Station             6,099,415    1,296,542   15.5%       21.3%       $31.69        $30.00     135,815       407,974
         Textile/Garment          4,102,922     273,994     5.7%       6.7%        $28.86        $28.84     93,647        193,855
         Lincoln Center           1,454,137      7,284      0.5%       0.5%        $30.00       $30.00      (7,284)          0
                                  ---------      -----      ----       ----        -------      -------     -------          -

    Midtown Total                168,126,777   15,306,191   7.3%       9.1%        $38.09        $36.91     639,452      7,379,181

    MIDTOWN SOUTH
         SoHo                         0            0        0.0%       0.0%          N/A          N/A          0             0
         Greenwich/NoHo               0            0        0.0%       0.0%          N/A          N/A          0             0
         Madison/Union Square     8,404,239     504,605     5.6%       6.0%        $29.13        $28.99     15,473        202,547
         Hudson Sq./W. Village    1,270,948      65,383     0.0%       5.1%          N/A         $22.00        0             0
         Chelsea                   540,000       48,000     8.9%       8.9%        $30.00       $30.00     (31,500)       16,500
                                   -------       ------     ----       ----        -------      -------    --------       ------

    Midtown South Total          10,215,187     617,988     5.1%       6.0%        $29.21        $28.33    (16,027)       219,047

    TOTALS                       178,341,964   15,924,179                                                  623,425       7,598,228

</TABLE>

    Source:  Cushman & Wakefield Research
    Services
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<TABLE>
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Midtown, New York Office Market                                                                            Office Market Report
Overall Statistical Summary                                                                                 Second Quarter 1997

                                                    Total      Direct     Total      Direct       Total         YTD         YTD
                                                  Available    Vacancy   Vacancy     Wtd.Av.      Wtd.Av.    Absorption   Leasing
   Submarket Name                  Inventory        Space       Rate       Rate    Rental Rate  Rental Rate     Rate      Activity
   --------------------------------------------------------------------------------------------------------------------------------
   <S>                            <C>            <C>           <C>       <C>        <C>            <C>           <C>         <C>    

   GRAND CENTRAL DISTRICT
        Murray Hill                5,466,475       576,660      9.8%       10.5%     $22.36       $21.96      178,638     429,476
        Grand Central              6,882,300       563,982      7.6%        8.2%     $25.03       $24.86      98,196      303,387
        United Nations              512,598         27,825      5.4%        5.4%     $30.19       $30.19      (1,343)        0

   PLAZA DISTRICT
        East Side                  1,472,722       290,673     18.8%       19.7%     $17.46       $17.55       5,093       20,100
        Park Avenue                    0              0         0.0%        0.0%      N/A           N/A          0           0
        Madison/Fifth Avenue       1,762,090       140,009      7.9%        7.9%     $28.60       $28.60      (3,932)      71,180
        Sixth Avenue/Rock Ctr      1,304,092       101,992      7.5%        7.8%     $24.59       $24.17     (25,243)      40,591

   MIDTOWN WEST DISTRICT
        West Side                  2,387,277       133,430      5.3%        5.6%     $25.77       $25.43      63,364      120,127
        Penn Station               5,583,434      1,568,601    28.0%       28.1%     $22.10       $22.09     (229,636)    186,334
        Textile/Garment           13,020,997      2,509,416    18.7%       19.3%     $24.96       $24.86     (64,061)     409,006
        Lincoln Center             1,003,250        99,943      9.8%       10.0%    $20.64        $20.76     (20,145)      17,755
                                   ---------        ------      ----       -----    -------       -------    --------      ------

   Midtown Total                  39,395,235      6,012,531    14.8%       15.3%     $23.65       $23.55        931      1,597,956

   MIDTOWN SOUTH
        SoHo                       1,039,880        8,000       0.8%        0.8%     $30.00       $30.00       9,860       22,853
        Greenwich/NoHo             2,888,613       557,547     19.3%       19.3%     $20.55       $20.55      98,068      149,054
        Madison/Union Square      15,860,433      1,613,281     8.9%       10.2%     $21.57       $21.62      152,467     803,767
        Hudson Sq./W. Village      1,998,316       399,782     19.8%       20.0%     $22.42       $22.40      65,125       99,030
        Chelsea                    5,187,510       667,107     10.7%       12.9%    $17.43        $18.24      93,029      211,750
                                   ---------       -------     -----       -----    -------       -------     -------     -------

   Midtown South Total            26,974,752      3,245,717    10.9%       12.0%     $20.73       $20.86      418,549    1,286,454

   TOTALS                         66,369,987      9,258,248                                                   419,480    2,884,410

</TABLE>

   Source:  Cushman & Wakefield Research Services

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                                   Midtown Manhattan Office Market Analysis
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Summary

     The Midtown Manhattan office market has recovered from the effects of the
recent recession. After displaying lackluster leasing in 1990 and 1991 during
the national recession, Midtown leasing activity began to improve in 1992.
Leasing activity in 1993 was brisk, and 1994 posted over 20 million square feet
of leasing activity. Year-end 1996 had the highest level of leasing activity in
the twelve years that Cushman & Wakefield has reported these statistics,
including six Midtown South transactions in the fourth quarter, each in excess
of 100,000 square feet, finishing the year at 22.9+ million square feet.
Mid-year 1997 overall leasing activity was reported at 9.4+/- million square
feet, nearly 20 percent higher than the same period last year.

     As total Midtown leasing for 1996 substantially outweighed new space
availabilities, absorption was positive, totaling 1.8+/- million square feet. As
of second quarter 1997 overall absorption was 570,845 square feet. Dynamic
leasing activity in Midtown South was also instrumental in driving its overall
year-to-date absorption to positive 457,181 square feet, exceeding previous
projections.

     The overall vacancy rate in Midtown fell to 10.5 percent from 10.8 percent
at the end of first quarter of 1997 and from 12.1 percent one year ago. The
class A total vacancy rate dropped to 9.1 percent in the second quarter of 1997,
its lowest level in nearly 12 years. These statistics are a strong indication
that the Midtown market has improved, evidencing continued absorption and
growing demand for space that entered the market during the late 1980s.

     New construction was almost non-existent in 1993 through the first half of
1997, with just a few owner occupied buildings completed. New construction
completions through the end of the century will be limited to a few significant
projects of which most will be pre-leased, given the security most lenders
require in the wake of the past recession. This limited construction activity
bodes well for the Midtown market since it forces office tenants to take space
in existing buildings, thereby lowering the vacancy rate and increasing the
rental rate over the long term.

     Conclusion

     With year-to-date strong leasing and positive absorption, the Midtown
market continues to improve, indicating a healthy outlook for the remainder of
1997. The market should remain active through year-end, with total leasing
activity expected to reach approximately 18 million square feet, on par with
last year's level. Overall vacancy rates, currently at 10.5 percent, are likely
to close the year at just under 10 percent, representing the lowest rate since
1985.

     The Midtown Manhattan vacancy rate continues to fall, and asking rents have
increased albeit slightly. Real estate analysts expect a period of stability
within the Midtown Manhattan market over the next year, with base rents
remaining level or showing modest increases. It is anticipated, however, that
concession packages should continue to decline, resulting in an effective rental
rate increase. The overall assessment of the Midtown office market is more
positive than in recent years.

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                                [Graphic Omitted]

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                                                  THE PLAZA OFFICE DISTRICT
- --------------------------------------------------------------------------------

District Overview

     The subject property, 120 West 45th Street, is located on the southern
blockfront of West 45th Street midblock between Avenue of the Americas and
Seventh. The area is known as the Plaza District, which is considered
Manhattan's premier office and retail location. 120 West 45th Street, also known
as Tower 45, is surrounded by many of New York's most well known landmarks,
restaurants, hotels, retail shops, and tourist attractions, made accessible by
the presence of several transportation hubs. The general vicinity of the subject
is the area bounded by 42nd Street and 52nd Street along Madison, Fifth, Sixth,
and Seventh Avenues.

     The Plaza District is comprised of four statistical areas tracked by
Cushman & Wakefield: East Side, Park Avenue, Madison/Fifth, and
Sixth/Rockefeller Center. As of the second quarter of 1997, the four office
subdistricts that comprise the Plaza District contain 96,576,718 square feet of
Class A office space and 4,538,904 square feet of Class B office space. There is
little Class C office space in these subdistricts, with Class C space totaling
107,253 square feet, or approximately one-tenth of one percent.

     The Plaza District has historically evidenced the highest rents in Midtown
due to the demand generated by its premier location and quality space. The
average primary (Class A) asking rental rate in the four Plaza District
submarkets was $41.90 in the second quarter of 1997, considerably above the
overall Midtown average of $36.91. The primary vacancy rate for these
subdistricts was 8.6 percent in the second quarter, and the secondary (Class B)
vacancy rate was 11.7 percent. In comparison, the primary vacancy rate for
Midtown as a whole was 9.1 percent, while Midtown's secondary vacancy rate was
15.3 percent.

     The attractiveness of the Plaza District is reflected by the presence of
numerous top firms in a diverse array of businesses, including domestic and
international banking, legal services, manufacturing, securities/holding,
printing and publishing, advertising, and communications. Seventeen Fortune 500
Industrial companies have headquarters in the Plaza District, including RJR
Nabisco Holdings, Bristol-Myers Squibb, and Colgate-Palmolive. There are 21
Fortune 500 Service companies in the Plaza District as well, notably, Bankers
Trust, Citicorp, Chemical Banking Corp., Travelers Inc., and Equitable Life
Assurance.

     The Plaza District boasts several first class hotels that offer luxury
accommodations to business travelers and tourists. Several of New York's finer
hotels are located in the vicinity of the subject, including, the New York
Palace, the Ritz-Carlton, The Plaza, and the Essex House. Within walking
distance are the, Marriot Marquis, the St. Regis Hotel, the Four Seasons, as
well as the Waldorf-Astoria. More moderately priced hotels are found in the
vicinity as well, including the Best Western, the Helmsley Windsor, the Wyndham,
and the New York Hilton. The presence of many fine hotels in the area serve as
an important inducement to national and international firms seeking space in
Midtown

     Midtown Manhattan is a retail center with one of the largest selections of
merchandise in the world. Within walking distance of the subject are a variety
of department stores, boutiques, jewelers, furriers, art galleries, antique
shops, rare collector shops, wine merchants, and gourmet food shops. Some of the
area's most renowned shopping is found at Saks Fifth Avenue, Cartier, Tiffany &
Co., Gucci, Bergdorf Goodman, Henri Bendel, Dunhill, Bloomingdales, and Mark
Cross.

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                                                              CUSHMAN &
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<PAGE>

                                                  The Plaza Office District
- --------------------------------------------------------------------------------

     Many of New York's most famous attractions are located in and near the
Plaza District. Southeast of the subject on Fifth Avenue is St. Patrick's
Cathedral and across Fifth Avenue is the renowned Rockefeller Center. A short
walk from the subject are Carnegie Hall, Radio City Music Hall, the Museum of
Modern Art, the New York Public Library, as well as Central Park. Fine dining is
another strength of the Plaza District. Notable restaurants within the District
include: Lutece, Smith & Wollensky, the Box Tree, Le Cirque 2000, "21" Club, The
Sea Grill, the Rainbow Room, China Grill, the Four Seasons, the Russian Tea
Room, and La Reserve.

Competitive Office Market

     The immediate vicinity of 120 West 45th Street is the area bounded by West
48th Street to West 43rd Street, between Avenue of the Americas and Seventh
Avenue. The avenues that traverse the Plaza District are well known office
corridors. Park Avenue is widely considered Manhattan's most prestigious office
location, with Madison Avenue a close second. Fifth Avenue is primarily noted
for its retail, but does boast several boutique Class A office buildings which
attract foreign companies looking for a prestigious New York headquarters
location. Avenue of the Americas is a major office corridor comprised of a mix
of both modern Class A office towers and prewar Class B office buildings that
have undergone significant renovations. The side streets traversing these
corridors house the majority of secondary office buildings in the Plaza District
as well as several recently constructed office and mixed-use class A towers such
as the subject.

     One measure of the attractiveness of the Plaza District is the success of
"boutique" buildings located within its boundaries, including 10 East 50th
Street, Park Avenue Plaza, and 712 Fifth Avenue, among others. These boutique
buildings are small, high service buildings of recent construction developed
primarily to take advantage of their premier location. Despite their small floor
plates, these buildings tend to have very high asking rental rates, proof of the
allure of a Plaza District address.

     Another notable feature of the Plaza District is the number of mid-block
office towers, most of which were constructed in the 1980s and 1990s. Mid-block
towers are generally rare, since their lower floors often have partially or
fully truncated access to light and air on two sides. Examples of Plaza District
mid-block towers include Park Avenue Tower, Park Avenue Plaza, Tower 49, Heron
Tower, and Swiss Bank Tower. These office buildings are viewed as upper echelon
locations and command extremely high rents.

     The subject is accessible from all major Manhattan commuter transportation
hubs. Commuters from Grand Central Station have a fifteen minute walk to the
subject. The subject property is also in walking distance of Pennsylvania
Station and the Port Authority Bus Terminal. Subway access to is provided by
several stations within the immediate vicinity.

Competitive Building Highlights

     Several primary office buildings along Fifth Avenue, Sixth Avenue, Madison
Avenue, and the surrounding side streets are considered competitive with the
subject property. The chart on the following page summarizes these 20
competitive buildings, excluding the subject. It should be noted that all the
available space reported reflects available direct space only, and not sublease
space, which is not considered a reliable occupancy indicator.

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                                                              CUSHMAN &
                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                           COMPETITIVE BUILDING SURVEY
<TABLE>
<CAPTION>

===================================================================================================================================
    Property                         Office Area    Year      Na.      Mm. Floor SlzeI     Avail.    Asking Rent
  (Cross Streets)                        (NRA)     Built    Stories    Max. Floor Size      SF        Occupied   Low       High
===================================================================================================================================
<S>                                 <C>             <C>        <C>        <C>              <C>         <C>       <C>       <C>   
                                                                          21,390
1 l325 Avenueo the Americas            718,397      1989       34         34,592           11,861       98.35%    $43.00    $43.00
  (N.Side bit Sixth/Seventh to 54th)
- -----------------------------------------------------------------------------------------------------------------------------------
  The Capitol-EMI Building                                                 8,770
2 1370 Avenue of the Americas          293,674      1971       35          9,400           32,695       88.87%    $38.00    $47.00
  (S/E Corner 56th)
- -----------------------------------------------------------------------------------------------------------------------------------
 City Spire                                                               10,800
3 l56 West 56th Street                 321,950      1987       75         21,400             0         100.00%      N/A       N/A
  (S.Side bit Sixth/Seventh to 55th)
- -----------------------------------------------------------------------------------------------------------------------------------
  The Deutsche Bank Building                                              13,650
4 3l West 52nd Street                  659,724      1985       30         28,000             0         100.00%      N/A       N/A
  (N Side bit Fifth/Sixth to 53rd)
- -----------------------------------------------------------------------------------------------------------------------------------
  Avenue of the Americas Plaza                                             1,186
5 ll5 West 55th Street                 509,050      1989       24         29,266             0         100.00%      N/A       N/A
  (N.Side bit Sixth/Seventh to 56th)
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                          29,238
6 1095 Avenue of the Americas          840,000      1972       42         29,238             0         100.00%      N/A       N/A
  (W.Blockfront bit 4lst/42nd)
- -----------------------------------------------------------------------------------------------------------------------------------
  Americas Tower                                                           9,000
7 1177 Avenue of the Americas          960,050      1992       50         32,900          76,700        92.01%    $37.00    $55.00
  (W.Blockfront bit 45th/46th)
- -----------------------------------------------------------------------------------------------------------------------------------
  The H B 0 Building                                                      22,500
8 ll00 Avenue of the Americas          317,106      1982       15         22,500             0         100.00%      N/A       N/A
  (N/E Corner 42nd)
- -----------------------------------------------------------------------------------------------------------------------------------
  The W.R. Grace Buiiding                                                 26,200
9 lll4 Avenue of the Americas        1,310,000      1971       48         44,381             0         100.00%      N/A       N/A
  (E.Blockfront bit 42nd/43rd)
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                          13,000
10 ll5 Avenue of the Americas          610,191      1983       41         25,439             0         100.00%      N/A       N/A
   (W.Blockfront bit 44th/45th)
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                          33,160
11 1166 Avenue of the Americas       1,430,000      1974       44         40,000             0         100.00%      N/A       N/A
   (E.Blockfront bit 45th/46th)
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                          30,928
12 1211 Avenue of the Americas       1,734,105      1973       45         64,083          118,725       93.15%    $20.00    $46.00
    (N.Side bit Fifth/Sixth to 58th)
- -----------------------------------------------------------------------------------------------------------------------------------
   The McGraw-Hill Building                                               27,846
13 1221 Avenue of the Americas       2,200,000      1971       51         71,000          449,692       79.56%    $40.00    $55.00
   (Blockfront bit 48th/49th)
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                          35,757
14 1251 Avenue of the Americas       1,893,652      1971       54         57,000          485,336       74.37%    $44.00    $54.00
   (W.Blockfront bit 49th/50th)
- -----------------------------------------------------------------------------------------------------------------------------------
   The Bertelsmann Building                                               17,730
15 1540 Broadway                       868,868      1990       44         65,000           20,000       97.70%    $50.00    $50.00
   (E.Blockfront bit 45th/46th)
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                          25,874
16 1585 Broadway                      1,220,732     1990       41         61,671             0         100.00%      N/A      N/A
   (W.Blockfront bit 47th/48th)
- -----------------------------------------------------------------------------------------------------------------------------------
   The U.S. Trust Building                                               15,392
17 114 West 47th Street                 540,899     1989       26         21,381            8,471       98.43%    $42.00    $42.00
   (N.Side bit Sixth/Seventh to 46th)
- -----------------------------------------------------------------------------------------------------------------------------------
   Equitable Tower                                                       11,750
18 787 Seventh Avenue                 1,429,610     1985       54         50,475           27,986       98.04%    $44.00    $44.00
   (E.Blockfront b/t 51st/52nd)
   The Center of Fifth                                                   14,000
- -----------------------------------------------------------------------------------------------------------------------------------
19 575 Fifth Avenue                     481,300     1983       40         23,125             0         100.00%      N/A      N/A
   (S/E Corner 47th)
- -----------------------------------------------------------------------------------------------------------------------------------
   Tower 49                                                              14,300
20 12 East 49th Street                  643,000     1984       45         15,250           62,571       90.27%    $36.00    $45.00
   (S.Side bit Madison/Fifth to 48th)
- -----------------------------------------------------------------------------------------------------------------------------------
             TOTAL                   18,982,308                           19,124        1,294,037
            AVERAGE                     949,115     1982       42         37,303           64,702       93.18%    $39.40    $48.10
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                                              CUSHMAN &
                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

     The buildings that are competitive with the subject contain a total net
rentable area of 19,592,499 square feet. The average overall occupancy rate for
these buildings is 93.40 percent, compared to 91.36 percent for the Plaza
District as a whole. The average minimum asking rent is $39.40, and the average
maximum asking rent is $48.10. By averaging the data for these buildings it is
possible to create an image of what a building that is competitive with the
subject is like. The typical building would have an average net rentable area of
932,976 square feet; it would have 42 stories; and it would be of 1982
construction. The average minimum floor size would by 18,832 square feet, and
the average maximum floor size would be 36,738 square feet. This typical
building would have 61,621 square feet available.

     1325 Avenue of the Americas is located on West 53rd Street, midblock
between Avenue of the Americas and Seventh Avenue. Built in 1989, the 34 story
office tower contains 718,397 square feet of rentable office area. Current
occupancy was reported at 98.35 percent with asking rents in the $43.00 per
square foot range.

     1370 Avenue of the Americas, known as The Capital-EMI Building, is situated
at the southeast corner of West 56th Street. Current occupancy stands at 88.87
percent with asking rental rates ranging from $38.00 to $47.00 per square foot
for office space. The mortgage on the property was recently purchased by S.L.
Green Real Estate for $55 million, reportedly as part of a proposed REIT.

     Tower 49, at 12 East 49th Street, was built in 1984 and contains 643,000
square feet of rentable office area. Current occupancy is 90.27 percent with
asking rents ranging from $36.00 to $45.00 per square foot.

     The Deutsche Bank, located at 31 West 52nd Street, is a 30 story office
tower completed in 1985 and containing 659,724 square feet of rentable office
space. Currently there is no direct space available for rent. The owner,
Deutsche Bank AG, purchased a 74 percent interest in 1997 from the partnership
of Kuwaiti Investment & Hines Interests. Hines retains a 26 percent stake in the
building. Additional major tenants include Odyssey Partners, Wasserstein
Perrella, and Toronto Dominion Bank.

     The following office buildings presented in our survey are fully occupied
and represent the allure of both recently constructed class A prime towers and
mid-block "boutique" buildings: City Spire at 156 West 56th Street, The Deutsche
Bank Building at 31 West 52nd Street, Avenue of the Americas Plaza at 125 West
55th Street, 1155 Avenue of the Americas, the HBO Building as 1100 Avenue of the
Americas, as well The Center of Fifth at 575 Fifth Avenue. 1095 Avenue of the
Americas was built in 1972 and is 100 percent occupied by NYNEX.

     Well known office towers highlighted in our survey, containing over one
million square feet of rentable office space each, were constructed in the mid
sixties to late eighties along Avenue of the Americas, Broadway, and Seventh
Avenue and include: The W.R. Grace Building at 1114 Avenue of the Americas, The
McGraw-Hill Building at 1221 Avenue of the Americas, The Equitable Tower at 787
Seventh Avenue, 1166 Avenue of the Americas, as well as 1211 Avenue of the
Americas. 1585 Broadway, located between 47th and 59th streets, is owned and
occupied by Morgan Stanley & Co. and presently 100 percent occupied. TrizecHahn
Office Properties recently acquired a 49.9 percent interest in the W.R. Grace
Building in a 2.7 million square foot portfolio consisting of 1114 Avenue of the
Americas, 1411 Broadway, and 1460

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<PAGE>

Broadway. Current occupancy of those buildings presented in our survey range
from 74 to 100 percent with asking rental rates in the $20 to $55 per square
foot range.

     The competitive buildings exhibited asking rental rates in the range of $31
to $60 per square foot. The lower rents relate primarily to larger blocks of
lower floor space, while the higher end of the range is attributed to smaller
blocks of tower floor space, some of which is located in superior buildings.

Directly Competitive Buildings

     Of the 20 buildings presented, four are considered to be directly
competitive with the subject in terms of building classification, asking rents,
rentable office area, and current occupancy. The following chart summarizes the
relevant occupancy statistics for the four competitive buildings: 1155 Avenue of
the Americas, 1177 Avenue of the Americas, 1540 Broadway, and 114 West 47th
Street.

<TABLE>
<CAPTION>
        ---------------------------------------------------------------------------------------------------
                                                  DIRECTLY COMPETITIVE BUILDINGS
        ---------------------------------------------------------------------------------------------------
        Property                                 Rentable Area         SF Available        % Occupied
        ---------------------------------------------------------------------------------------------------
         <S>                                         <C>                       <C>            <C> 
        1155 Avenue of the Americas                   610,191                   0              100%
        1177 Avenue of the Americas                   960,050              76,700            92.01%
        1540 Broadway                                 868,868              20,000            97.70%
        114 West 47th Street                          540,899               8,471            98.43%
        ---------------------------------------------------------------------------------------------------
        TOTAL/AVERAGE                              2,980,008              105,171            96.47%
        ---------------------------------------------------------------------------------------------------

</TABLE>

     The average asking rents for the buildings directly competitive with the
subject range from $37.00 to $50.00 per square foot. Due to the superior views
from the upper floors of some of the buildings it is not surprising that some of
the asking rents are somewhat higher than those of the subject. The average
occupancy rate for these four directly competitive buildings is 96.47 percent,
compared to 93.40 percent for all of the buildings competitive with the subject,
and 91.36 percent for the Plaza District as a whole.

             The first building considered to be directly competitive with the
subject property is located directly to the east at 1155 Avenue of the Americas
between West 44th and 45th streets. Constructed in 1983, the 41 story office
tower contains 610,191 square feet of rentable office area and is fully
occupied. Major tenants include White & Case, Pennie & Edmunds, Dow Jones &
Company, as well as Forstmann & Company.

     Americas Tower at 1177 Avenue of the Americas is located one block to the
north between West 45th and 46th streets and is considered to be directly
competitive with the subject. The 50 story class A building was completed in
1992 and contains 960,050 square feet of rentable office area. Current occupancy
stands at 92.01 percent with asking rental rates ranging from $37.00 to $55.00
per square foot. Major tenants include Price Waterhouse, Bank Hapoalim BM,
Wausau Insurance, and American Home Assurance Company.

     Located one block to the north is The Bertelsmann Building at 1540 Broadway
between West 45th and 46th streets. The 44 story office tower was constructed in
1990 and contains 868,868 square feet of rentable office area. Current occupancy
was reported at 97.70 percent with asking rents in the $50.00 per square foot
range. The building is owner occupied by Bertelsmann Property Inc. with the
major tenant being the Bertelsmann Music Group and is considered to be directly
competitive with the subject property.

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                                      -36-
                                                              CUSHMAN &
                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  The Plaza Office District
- --------------------------------------------------------------------------------

     The U.S. Trust Building is located two blocks directly to the north at 114
West 47th Street, midblock between Avenue of the Americas and Seventh Avenue.
Completed in 1989, the 26 story building contains 540,899 square feet of
rentable office area and is considered to be directly competitive with the
subject property. The building is presently 98.43 percent occupied with asking
office rents in the $42.00 per square foot range. Major tenants include U.S.
Trust Co., Gordon Hurwitz Butowsky et al, Smith Newcourt, as well as Employers
Reinsurance Corp.

Summary and Conclusions

     Upon considering the 20 buildings that are competitive with the subject,
four buildings may be categorized as being directly competitive. Based upon
their similar age, location, occupancy, and asking rents these buildings may be
considered to be most similar to the subject. Although some of the 20
competitive buildings have higher asking rents than the subject, this is
explained by the superior nature of newer, more modern buildings in the district
as well as the premium paid for superior views from upper level floors.

     It is our opinion that the rents for the subject should be in the range of
$30 to $35 per square foot. It is also our opinion that the subject should reach
a stabilized occupancy rate above 95 percent.

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                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                     [MAP]
                                                              CUSHMAN &
                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                                        PROPERTY DESCRITION
- --------------------------------------------------------------------------------

Site Description

Location:                          The site is located on the south side of 
                                   West 45th Street between Avenues of the  
                                   Americas and Seventh Avenue in the Plaza 
                                   District of Midtown Manhattan            
                                   
Shape:                             Rectangular

Land Area:                         15,565+/- square feet

Frontage:                          155' 0" on West 45th Street

Topography:                        Mostly at street grade

Street Improvements:               Curbing, sidewalks and street lights

Soil Conditions:                   We did not receive or review a soil    
                                   report. However, we assume that the      
                                   soil's load-bearing capacity is          
                                   sufficient to support the existing       
                                   proposed structure. We did not observe      
                                   any evidence to the contrary during our     
                                   physical inspection of the property. The    
                                   tract's drainage appears to be adequate.    
                                 
Utilities

     Water:                        City of New York

     Sewer:                        City of New York

     Electricity:                  Consolidated Edison

     Gas:                          Consolidated Edison

     Telephone:                    New York Telephone

Access:                            West 45th Street is a secondary        
                                   westbound artery, while Avenue of the     
                                   Americas is a major northbound boulevard  
                                   and Seventh Avenue is a major southbound 
                                   boulevard.

Land Use Restrictions:             We were not given a title report to      
                                   review. We do not know of any easements,  
                                   encroachments, or restrictions that      
                                   would adversely affect the site's use.   
                                   However, we recommend a title search to  
                                   determine whether any adverse conditions 
                                   exist.                                   
                                   
Flood Hazard:                      According to Community Panel No.         
                                   360497-0039 B, National Flood Insurance  
                                   Rate Map, effective November 16, 1993,   
                                   the subject property is in Flood Hazard  
                                   Zone C and, therefore, does not require  
                                   flood hazard insurance.                  
                                   
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                                                              WAKEFIELD
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>

Wetlands:                          We were not given a Wetlands survey. If  
                                   subsequent engineering data reveal the     
                                   presence of regulated wetlands, it could   
                                   materially affect property value. We       
                                   recommend a wetlands survey by a           
                                   competent engineering firm.                
                                                                            
Seismic Hazard:                    None

Site Improvements:                 The site is improved with a 40-story    
                                   Class A office tower. The ground floor    
                                   and basement are used for retail and      
                                   garage space, respectively.               
                                   
Comments:                          Overall, the subject site is a            
                                   functional parcel well suited for its   
                                   existing use.                           
                                  
Improvements Description

        The improvements consist of a 40-story (there is no thirteenth floor)
Class A office tower containing a rentable area of 443,086+/- square feet. The
property contains street level retail, below grade storage and garage as well as
above grade office space. The following description of improvements was based
upon our physical inspection of the property as well as information supplied by
ownership.

General Description
     Year Built:                   1989

     Architects:                   Swanke Hayden Connell

     Net Rentable Area (Per Rent Roll)
      Above Grade Office Area:     425,871+/- square feet
      Retail Area:                 4,583+/- square feet
      Garage Area:                 9,732+/- square feet
      Storage Area:                2,900+/- square feet
      Total Rentable Area:         443,086+/- square feet

     Building Height:              40 stories

     Building Efficiency:          20% loss factor (estimated)

     Typical Floor Plate:          11,200+/- square feet (average)

Construction Detail:
     Foundation:                   Poured reinforced concrete columns,     
                                   spread footings, slabs and perimeter   
                                   walls.                                 
                                   
     Framing:                      Reinforced concrete

     Ceiling Height:               Generally, finished ceiling heights are 
                                   8 feet 6 inches in the office areas.      
                                   
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                                                              WAKEFIELD
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<PAGE>

                                                       Property Description
- --------------------------------------------------------------------------------

     Floors:                       Reinforced lightweight concrete          
                                   flooring, generally covered with  
                                   carpeting in the office area.     
                                   
     Exterior Walls:               Fixed glass panels in metal frames with     
                                   alternate courses of brick and stone    
                                   facing.                                 
                                   
     Roof Cover:                   Four-ply roofing with slag finish.

     Windows:                      Sealed tinted panels with metal frames.

     Pedestrian Doors:             Revolving and swinging glass doors with 
                                   metal frames.

Mechanical Detail                  HVAC is provided by means of multiple    
     HVAC:                         water cooled heat pump units distributed  
                                   throughout each floor. Each unit is      
                                   provided with a thermostat. The heat     
                                   pumps are self-contained individual      
                                   heating and cooling units and are placed 
                                   at intervals along the building's        
                                   perimeter.                               
                                   
     Plumbing:                     Assumed to be adequate for existing use     
                                   and in compliance with local law and       
                                   building codes.                            
                                   
     Electrical Service:           Assumed to be adequate for existing use    
                                   and in compliance with local law and       
                                   building codes.                            
                                   
     Elevator Service:             Nine high speed passenger elevators and     
                                   one freight elevator in two elevator      
                                   banks serving floors 2 through 11 and 14  
                                   through 40.                               

     Fire Protection:              Fully sprinklered. Assumed to be in   
                                   compliance with local law.           
                                   
Interior Detail                    The core of the building is located to 
     Layout:                       the rear of each floor. The building        
                                   features functional floor plates.      
                                   
     Lobby:                        14-story pedestrian plaza/atrium on the   
                                   building east wall with line trees.     
                                   Finished in granite stonework.          
                                   
     Restrooms:                    Each floor is equipped with one mens and    
                                   one womens restroom centrally located.    
                                   The restrooms are fully equipped.         
                                   
     Walls:                        Walls in the office areas are covered       
                                   with drywall with vinyl wall coverings 
                                   or paneling in some office areas.      
                                   
     Ceilings:                     The majority of the ceilings are  
                                   suspended acoustical tile.        
                                   

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                                                     VALUATION ADVISORY SERVICES
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     Lighting:                     A combination of fluorescent and incandescen
                                   lighting fixtures.

Hazardous Materials:               We are not aware of any potentially         
                                   hazardous materials (such as               
                                   formaldehyde foam insulation, asbestos     
                                   insulation, radon gas emitting             
                                   materials, or to their potentially         
                                   hazardous materials) which may have been   
                                   used in the construction of the            
                                   improvements. However, we are not          
                                   qualified to detect such materials and     
                                   urge the client to employ an expert in     
                                   the field to determine if such hazardous   
                                   materials are thought to exist.            
                                   
Improvements Disclaimers

Americans With Disabilities Act:   The Americans With Disabilities Act         
                                   (ADA) became effective January 26, 1992.  
                                   We have not made, nor are we qualified    
                                   by training to make, a specific           
                                   compliance survey and analysis of this    
                                   property to determine whether or not it   
                                   is in conformity with the various         
                                   detailed requirements of the ADA. It is   
                                   possible that a compliance survey and a   
                                   detailed analysis of the requirements of  
                                   the ADA could reveal that the property    
                                   is not in compliance with one or more of  
                                   the requirements of the Act. If so, this  
                                   fact could have a negative effect upon    
                                   the value of the property. Since we have  
                                   not been provided with the results of a   
                                   survey, we did not consider possible      
                                   non-compliance with the requirements of   
                                   ADA in estimating the value of the        
                                   property.                                 
                                  
Site Improvements
     On-Site Parking:              45 car garage is located in the basement of 
                                   the building.

     Landscaping:                  Live trees in building atrium.

Physical Condition:                The quality of the subject improvements  
                                   is rated good. The layout and functional 
                                   plan are adequate. The building is 8     
                                   years old, and in good condition. The    
                                   normal life expectancy of a building of  
                                   this type is 45 years. Its effective age 
                                   is 8 years and its estimated remaining   
                                   economic life is 37 years.               
                                   
                                   We did not inspect the roof of the        
                                   building or make a detailed inspection    
                                   of the mechanical systems. The            
                                   appraiser, however, are not qualified ot  
                                   render an opinion as to the adequacy or   
                                   condition of these components. The        
                                   client is urged to retain an expert in    
                                   this field if detailed information is     
                                   needed about the adequacy and condition   
                                   of mechanical systems.                    
                                   
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                                                              WAKEFIELD
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                                        REAL PROPERTY TAXES AND ASSESSMENTS
- --------------------------------------------------------------------------------

     The 1997/98 assessments for the property are as follows:

                                        Actual             Transitional

Land                                  $ 4,950,000           $ 4,950,000
Improvements                          $32,715,000           $30,208,000
                                      -----------           -----------
Total                                 $37,665,000           $35,158,000

Tax Rate                              $10.164/$100 of assessed value

Taxes                                 $ 3,828,271           $ 3,573,459


     The 1996/1997 tentative assessments for the property are as follows:

                                        Actual             Transitional

Land                                  $ 4,950,000           $ 5,310,000
Improvements                          $35,145,000           $30,389,000
                                      -----------           -----------
Total                                 $40,095,000           $35,699,000

Tax Rate                              $10.252/$100 of assessed value

Taxes                                 $ 4,110,539           $ 3,659,861

     Real estate taxes in New York City are normally the product of the
transitional assessed value times the tax rate, for the fiscal year July 1
through June 30 (payable July 1 and January 1). The transitional assessed value
is based on a five year phase-in of actual assessed value. If the actual
assessed value is lower than the transitional assessed value for that year, the
actual assessed value is multiplied by the tax rate to determine the tax.

     In the case of the subject property, the transitional assessed value is
less than the actual assessed value. Our tax projection for the subject
property, therefore, is based upon the 1996/97 and 1997/98 transitional
assessments for calendar year 1997 as follows:

           1997/98 Fiscal Taxes $3,573,459 @ 50% =             $1,786,730
           1996/97 Fiscal Taxes $3,659,861 @ 50% =             $1,829,930
                                                               ----------
           1997 Calendar Year Taxes                            $3,616,660

As can be seen from the previous summary of tax liability, the subject
property's taxes remained essentially unchanged from 1997/98. In an effort to
evaluate the fairness of the subject's current assessed value and future
prospects for a change in the assessment, we have 1) compared the most recent
assessments (land and building) to that of other similar properties, 2) compared
the assessment to the market value estimate concluded in this report, and 3)
considered the potential for future changes in the assessed value of the subject
property.

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                                          Real Property Taxes and Asesments
- --------------------------------------------------------------------------------

     Listed below is a summary chart of the 1997/98 assessments for three
properties considered to have varying degrees of comparability to the subject
property.

<TABLE>
<CAPTION>

=============================================================================================================
  No.                                       Year       Rentable         Land            Total        Taxes/
                    Property               Built         Area           A.V.            A.V.           SF
=============================================================================================================
<S>        <C>                              <C>        <C>           <C>             <C>             <C>  
   1       1370 Avenue of the Americas      1971       293,674       $ 9,900,000     $23,850,000     $8.25
- -------------------------------------------------------------------------------------------------------------
   2       1095 Avenue of the Americas      1972       840,000       $31,500,000     $63,000,000     $7.62
- -------------------------------------------------------------------------------------------------------------
   3          114 West 47th Street          1989       540,899       $11,340,000     $48,132,000     $9.04
=============================================================================================================
</TABLE>

     Our survey of comparable primary office buildings which contain primary
office space, indicates taxes ranging from $7.62 to $9.09 per square foot. The
average taxes of the three comparables is $8.30 per square foot. This compares
with the subject's 1997 calendar year tax liability of $8.16 per square foot.

     In analyzing the three comparables, it is clear that Comparable No. 3, at
114 West 47th Street, is the most similar in terms of size. This building is
substantially occupied at moderately high rents. Comparable No. 1 is at the low
end of the range partially owning to its age. Comparable No. 2 is generally
comparable to the subject property, although the building size is larger than
the subject property.

     The three tax comparables indicate a fairly consistent pattern of tax
liability for office buildings located in the immediate vicinity of the subject
property. These properties indicate, occupancy rates which are similar to the
subject property. The tax comparables are in the range of the subject property's
1997 calendar year taxes, indicating that the property is fairly assessed based
upon an analysis of competing buildings.

     As will be discussed later within this report, we have concluded an "as is"
market value estimate of $95,000,000 for the subject property. The 1997/98
transitional assessed value of $35,158,000 is equivalent to 37 percent of market
value. This assessment/sale price ratio is below the range of acceptable ratios
found for similar buildings in this marketplace.

     ICIP Tax Abatement

     Under provisions of Local Law 71, Chapter 56A, Section 1322(B), as amended
on October 9, 1984, the subject property was located in a property tax deferral
area at the time of its construction. The tax deferral, in the form of the
Industrial and Commercial Incentive Plan was defined as follows:

     For the first three years following the issuance of a Certificate of
Occupancy, the tax payment on 100 percent of the exemption base shall be
deferred (exemption base means the portion of assessed value of improvements
made since eligibility of deferral and before the fourth taxable year following
such eligibility).

     For the following four tax years, the tax payment on a percentage of the
exemption base beginning at 80 percent thereof in the fourth tax year and
decreasing by 20 percent each year shall be paid subsequently over the course of
ten years as follows:

     Commencing in the eleventh tax year following the issuance of the
Certificate of Eligibility, through and including the twentieth tax year
following such issuance, an amount equal to 10 

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                                    Tower 45

                          ICIP Tax Deferral Projection
<TABLE>
<CAPTION>

                     EXEMPTION      TOTAL AV         %        DEFERRED     TAXABLE                     TAXES          TAXES   
 YEAR     TAX YEAR      BASE     BEFORE DEFERRAL  DEFERRED       AV           AV         TAX RATE      PAID          DEFERRED
 ----     --------  -----------  ---------------  --------  -----------   ----------      --------   ---------       --------
<S>       <C>       <C>           <C>               <C>    <C>          <C>              <C>      <C>            <C>     
 1988     1988/89    $2,000,000    $6,467,000        100%    $2,000,000   $4,467,000       $9.582     $428,028       $191,640
 1989     1989/90   $24,000,000   $29,292,000        100%   $24,000,000   $5,292,000       $9.539     $504,804     $2,289,360
 1990     1990/91   $33,750,000   $39,800,000        100%   $32,950,000   $6,850,000      $10.004     $685,274     $3,296,318
 1991     1991/92   $33,750,000   $35,000,000         80%   $27,000,000   $8,000,000      $10.631     $850,480     $2,870,370
 1992     1992/93   $33,750,000   $34,000,000         60%   $20,250,000   $1,3750000      $10.698   $1,470,975     $2,166,345
 1993     1993/94   $33,750,000   $31,500,000         40%   $13,500,000  $18,000,000      $10.724   $1,930,320     $1,447,740
 1994     1994/95   $33,750,000   $32,625,000         20%    $6,750,000  $25,875,000      $10.608   $2,744,820       $716,040
 1995     1995/96   $33,750,000   $34,025,000          0%            $0  $34,025,000      $10.402   $3,539,281             $0
                                                                                                   -----------    -----------
                                                                                                   $11,725,953    $12,977,813

                                                                                  10 YEAR ANNUAL PAYBACK AMOUNT
                                                                                 BEGINNING IN 1996/99 TAX YEARS    $1,297,781
</TABLE>





<TABLE>
<CAPTION>

                                                                                                        
                                                                                                                     
                          ICIP                                                                 ANNUAL   
 YEAR          TAX YEAR  PERIOD       LAND AV      BUILDING AV    TOTAL AV       TAX RATE     PAYBACK   
 ----          --------  ------       -------      -----------    --------       --------     -------   
<S>            <C>        <C>        <C>           <C>            <C>            <C>         <C>
 1996          1996/97      9         $5,310,000    $30,389,000    $35,699,000    $10.252             $0 

 1997          1997/98     10         $4,950,000    $30,208,000    $35,158,000    $10.164             $0 

 1998          1998/99     11         $5,049,000    $30,812,160    $35,861,160    $10.316     $1,297,781 

 1999          1999/00     12         $5,149,980    $31,428,403    $36,578,383    $10.471     $1,297,781 

 2000          2000/01     13         $5,252,980    $32,056,971    $37,309,951    $10.628     $1,297,781 

 2001          2001/02     14         $5,358,039    $32,698,111    $38,056,150    $10.788     $1,297,781 

 2002          2002/03     15         $5,465,200    $33,352.073    $38,817,273    $10.950     $1,297,781 

 2003          2003/04     16         $5,574,504    $34,019,114    $39,593,618    $11.114     $1,297,781 

 2004          2004105     17         $5,685,994    $34,699,497    $40,385,491    $11.280     $1,297,781 

 2005          2005/06     18         $5,799,714    $35,393,487    $41,193,201    $11.450     $1,297,781 

 2006          2006/07     19         $5,915,708    $36,101,356    $42,017,065    $11.621     $1,297,781 

 2007          2007/08     20         $6,034,022    $36,823,383    $42,857,406    $1l.796     $1,297,781 

 2008          2008/09                $6,154,703    $37,559,851    $43,714,554    $11.973             $0 

 2009          2009/10                $6,277,797    $38,311,048    $44,588,845    $12.152             $0 

 2010          2010/l1                $6,403,353    $39,077,269    $45,480,622    $12.335             $0 

 2011          2011/12                $6,531,420    $39,858,814    $46,390,234    $12.520             $0 

 2012          2012/13                $6,662,048    $40,655,991    $47,318,039    $12.707             $0 

 2013          2014/15                $6,795,289    $41,489,111    $48,264,400    $12.898             $0 


</TABLE>



           -----------------FISCAL YEAR-----------------   ---CALENDAR YEAR----
            PAYABLE                 PAYABLE                 PAYABLE  
             TAXES                  TAXES                    TAXES
 YEAR       w/o ICIP     PER RSF    w/ICIP      per RSF     w/ ICIP     per RSF
 ----       --------     -------    ------      -------     -------     -------
 1996      $3,659,861     $8.26    $3,659,861    $8.26     $3,599,571    $8.12

 1997      $3,573,459     $8.06    $3,573,459    $8.06     $3,616,660    $8.16

 1998      $3,899,602     $8.35    $4,997,384   $11.28     $4,285,421    $9.67

 1999      $3,830,198     $8.64    $5,127,979   $11.57     $5,062,682   $11.43

 2000      $3,965,404     $8.95    $5,263,185   $11.88     $5,195,582   $11.73

 2001      $4,105,383     $9.27    $5,403,164   $12.19     $5,333,175   $12.04

 2002      $4,250,303     $9.59    $5,548,084   $12.52     $5,475,624   $12.36

 2003      $4,400,339     $9.93    $5,698,120   $12.86     $5,623,102   $12.69

 2004      $4,555,671    $10.28    $5,853,452   $13.21     $5,775,786   $13.04

 2005      $4,716,488    $10.64    $6,014,267   $13.57     $5,933,860   $13.39

 2006      $4,882,978    $11.02    $6,180,759   $13.95     $6,097,513   $13.76

 2007      $5,055,347    $11.41    $6,353,128   $14.34     $6,266,944   $14.14

 2008      $5,233,801    $11.81    $5,233,801   $11.81     $5,793,464   $13.08

 2009      $5,418,554    $12.23    $5,418,554   $12.23     $5,326,177   $12.02

 2010      $5,609,829    $12.66    $5,609,829   $12.66     $5,514,191   $12.44

 2011      $5,807,856    $13.11    $5,807,856   $13.11     $5,708,842   $12.88

 2012      $6,012,873    $13.57    $6,012,873   $13.57     $5,910,364   $13.34

 2013      $6,225,127    $14.05    $6,225,127   $14.05     $6,119,000   $13.81

                                                              CUSHMAN &
                                                              WAKEFIELD
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>

percent of the total amount of tax payments deferred pursuant to this section
shall be added to the amount of tax otherwise assessed and payable each such tax
year on the property subject to such deferral.

     The following table shall illustrate the computation of deferral and
payment of taxes for commercial construction work in the deferral area.

        Tax Year Following Date of                                             
        Insurance of Certificate of                Amount of Tax payments
                Eligibility                        To Be Deferred or Paid
                                                                               
     ---------------------------------      -----------------------------------
                1 through 3                  Deferral of tax payment on 100% of
                                             the exemption base                
                                                                               
                     4                       Deferral of tax payment on 80% of
                                             the exemption base                
            
                     5                       Deferral of tax payment on 60% of 
                                             the exemption base                
                                                                              
                     6                       Deferral of tax payment on 40% of 
                                             the exemption base                
                                                                              
                     7                       Deferral of tax payment on 20% of
                                             the exemption base               
                                                                              
               8 through 10                  No tax payments are to be deferred
                                             and no deferral tax payments are  
                                             required to be made.              
                                             
               11 through 20                 Payment each year of 10% of total 
                                             dollar amount of tax payments     
                                             deferred pursuant to this chapter.

     The table on the facing page summarizes our estimate of tax liability for
the eleven year projection period. Key assumptions in our analysis are as
follows: a) tax rate increase of 1 percent annually; b) assessed valuation
increase of 2 percent annually.

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                                      MAP

                                                              CUSHMAN &
                                                              WAKEFIELD
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<PAGE>

                                                                      ZONING
- --------------------------------------------------------------------------------

     The city zoning map showing 120 West 45th Street and the immediate vicinity
may be found on the facing page.

     The property is zoned C6-5.5. The C6-5.5 designation is classified within
the Restricted Central Commercial District. This zoning designation is defined
by the City Planning Commission as follows:

     "These districts are designed to provide for the wide range of retail,
     office, amusement service, custom manufacturing, and related uses normally
     found in the central business district and regional commercial centers but
     to exclude non-retail uses which generate a large volume of trucking."

     The C6-5.5 zoning district has a maximum floor area ratio which governs
building size of 12 times the lot area. Our estimate of the maximum permitted
building bulk for this site under the zoning code designation is as follows:

                  Floor Area Ratio:    12 "as-of-right"
                  Land:                15,565+/- square feet
                  Calculation:         12 x 15,565 = 186,780 square feet

     Permitted uses in the C6 designation include light retail uses, office uses
and residential uses. The property is located in the Special Midtown District
which is a special purpose district designed to promote and protect public
health, safety and general welfare. The subject property is currently improved
with a 443,086+/- square foot commercial office building with ground floor
retail and commercial uses. The developer of the subject property leased
124,000+/- square feet of Transferable Development Rights (TDR's) "air rights"
from the adjacent Belasco Theater prior to construction. The maximum FAR of the
area was "down zoned" in 1988. Although commercial office uses with attendant
retail are permitted on the site, the existing structure exceeds the current "
as of right" density limitation and represents a pre-existing, legal,
non-conforming use for the site.

     We know of no deed restriction, private or public, that further limits the
subject property's use. The research required to determine whether or not such a
restriction exists, however, is beyond the scope of this appraisal assignment.
Deed restrictions are a legal matter and only a title examination by an attorney
or title company can usually uncover such restrictive convenants. Thus, we
recommend a title search to determine if any such restrictions do exist.

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                                                            Highest And Best Use
- --------------------------------------------------------------------------------

Highest and Best Use of Site as Though Vacant

     According to the Dictionary of Real Estate Appraisal, Third Edition (1993),
a publication of the Appraisal Institute, the highest and best use of the site
as though vacant is defined as:


     Among all reasonable, alternative uses, the use that yields the highest
     present land value, after payments are made for labor, capital, and
     coordination. The use of a property based on the assumption that the parcel
     of land is vacant or can be made vacant by demolishing any improvements.

     Our initial consideration of the subject site as vacant concerns the land
uses which are physically possible on the subject parcel. The subject site
contains approximately 15,565+/- square feet (0.36 acres) of land, with frontage
along West 45th Street. The size and configuration of the site is felt to
provide a suitable land use and/or development potential for a wide variety of
possible and ordinary downtown-oriented land uses. Access and exposure are felt
to be excellent for office and ground floor retail uses. Municipal utilities
would adequately provide for nearly all uses. Street improvements are also
adequate. Therefore, the physical characteristics of the subject site provide
for a wide range of potential land uses.

     Secondly, we must consider land uses which are legally permissible based
upon the prevailing zoning and land use ordinances. The subject's zoning
classification permits development of office, retail, and service related uses.
Office uses with a ground level retail component are consistent with the overall
development of the area.

     Lastly, we have considered possible land uses which would be financially
feasible and which would produce the highest net return. As noted in our above
discussion, office and retail uses are felt to be the most appropriate land use
for the subject site. Vacancy rates of Midtown Manhattan are still comparatively
lower than the average vacancy rates of other large U.S. major cities by
comparison. For example, Atlanta, Chicago and Los Angeles all report downtown
commercial business district office vacancy rates of 20.8, 15.6, and 24.4
percent, respectively, with an average vacancy statistic of 20.27 percent, which
exceeds Midtown Manhattan's overall total vacancy rate of 10.5 percent, as of
the second quarter of 1997.

     Several features of the subject property indicate that office use is the
highest and best use of the subject property. First, the address of the subject,
within Midtown Manhattan, is one which offers a level of prestige to office
tenants. In addition, the subject is located within the Plaza Office District,
with access to most transportation hubs.

     Based on the above, we have concluded that the highest and best use of the
subject, as vacant, is as an office building with ground floor retail and below
grade storage space, once market conditions warrant new construction.

     Highest and Best Use of Property as Improved

     According to the Dictionary of Real Estate Appraisal, highest and best use
of the property as improved is defined as:

     The use that should be made of a property as it exists. An existing
     property should be renovated or retained so long as it continues to
     contribute to the total market value of the property, or until the return
     from a new improvement would more than offset the cost of demolishing the
     existing building and constructing a new one.

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                                                      Highest and Best Use
- --------------------------------------------------------------------------------

     Unlike the previous analysis of the subject site as vacant, this analysis
considers the subject property as currently improved with an evaluation as
to the physical, legal, and financial appropriateness of the existing land use.

     Relative to physical considerations, the subject site has been improved
with the existing office structure and, based upon our observation, there are no
apparent physical factors such as soils, drainage, or other site characteristics
that would adversely affect the continued utility and/or existence of the
subject improvements.

     In relation to the legal considerations, the subject site, as presently
improved, represents a legal, conforming use. Lastly, in consideration of an
appropriately supported and financially feasible land use, the use of the
subject improvements is considered to contribute in an economic manner to the
subject site. Occupancy levels at properties comparable to the subject property
are higher than most Class A office buildings in Midtown Manhattan. We believe
the average occupancy of comparable buildings is currently stabilized, which is
generally considered to indicate market feasibility.

        Therefore, based on the subject's location and physical appeal, it is
our opinion that the subject property, as it is utilized, represents the highest
and best use of the site as improved with a Class A multi-tenanted office
building with retail and storage.
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                                                          VALUATION PROCESS
- --------------------------------------------------------------------------------

     In this appraisal, we have used the Sales Comparison Approach and the
Income Capitalization Approach to develop a market value estimate.

     The Cost Approach was not performed for the following reasons:

     o    This approach is more relevant for new construction or where
          sufficient information is available to reasonably estimate the
          replacement cost new of the improvements and land.

     o    The investment marketplace does not typically trade buildings such as
          the subject on a cost/value basis, particularly in markets where it is
          generally perceived that cost exceeds value.

     o    The subjectivity of accurately estimating accrued depreciation of the
          existing improvements significantly limits the reliability of this
          approach.

     In the Sales Comparison Approach, we performed the following steps:

     o    Searched the market for recent office building sales within Midtown
          Manhattan, which contain similar physical and economic characteristics
          to the subject property.

     o    Analyzed differences between those sales and the subject on the basis
          of the (sales price per square foot, net income multiplier) and
          extracted (overall capitalization rates, gross income multipliers).

     o    Correlated the various value indications into a point value estimate
          from within the range.

     In developing the Income Capitalization Approach, we:

     o    Studied rents in effect in the immediate and competing areas to
          estimate potential rental income at market levels for office, retail,
          garage and storage uses.

     o    Studied the recent history of operating expenses at the subject
          property and competing properties to estimate an appropriate level of
          stabilized expenses and reserves for replacement.

     o    Estimated net operating income by subtracting stabilized expenses from
          potential gross income after deduction for vacancy and collection
          loss.

     o    Prepared a discounted cash flow analysis in which the estimated income
          and expenses over a projected holding period, and the estimated
          property value at the time of reversion, are discounted at an
          appropriate rate to estimate present market value.

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                                                          Valuation Process
- --------------------------------------------------------------------------------

     In estimating the final value, we performed the following:

     o    Reviewed and re-examined each of the approaches to value which were
          employed.

     o    Considered the type and reliability of the data used and applicability
          of each approach.

     o    Reconciled the approaches to a final value conclusion.

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                                                  SALES COMPARISON APPROACH
- --------------------------------------------------------------------------------

Methodology

     In the Sales Comparison Approach, we estimated value by comparing this
property with similar, recently sold properties in the surrounding or competing
area. Inherent in this approach is the principle of substitution, which holds
that when a property is replaceable in the market, its value tends to be set at
the cost of acquiring an equally desirable substitute property, assuming that no
costly delay is encountered in making the substitution.

     The most widely-used and market-oriented unit of comparison for properties
such as the subject is the sales price per net rentable square foot and overall
capitalization rate (OAR). All comparable sales were analyzed on these bases. We
present on the following facing page a summary of the improved properties that
we compared with the subject property. Detail sheets describing these sales can
be found in the Addenda.

Overview

     We have researched the market for sales of properties similar in size,
vintage, class, condition and in proximity to the subject. We have analyzed
sales of properties that sold fully tenanted or stabilized and those that sold
substantially vacant to owner/users.

     The nature of the subject property is such that its appeal as an investment
is not limited to a specific geographic area. The subject property would be a
high profile investment and prospective purchasers could be regional, national,
or international investors. As such, our search for data has been expanded to
include all of New York City.

     Over the past 12 to 24 months, the Midtown Class A office market has shown
signs of improvement. In general, rents have increased and concession packages
have decreased as positive net absorption is taking place in most sub-markets.
In terms of the investment market, demand is primarily being generated by
institutional investors including several large REITs, pension funds, European
and Asian investors and opportunistic investors such as vulture funds stimulated
in an effort to capture current sale prices before they are perceived to rise.

     In the last six to twelve months, there have been a number of sales of
Class A buildings to real estate investment trusts such as Boston Properties,
Vornado Realty Trust and Cornerstone Properties. Other domestic investors, such
as Cohen Brothers Realty Corporation, have also been active. These investors are
driven by solid cash flow, the lack of new office building construction, and the
widely held perception that there is a two to three year window of rising rents
fueled by economic prosperity and diminished supply. Overall capitalization
rates are in the 8 to 10 percent range.

     The Sales Comparison Approach is used to identify trends and investigate
particular investment motivations of purchasers. Investment criteria can be
identified in the form of overall rates and yield requirements which allow the
valuation to be reflective of prevailing investment market mentality expressed
through the price per square foot of net rentable area. Once established, market
requirements are utilized as a guide to the assumptions employed within our
income analysis.

     Exhibited on the following facing page is the summary chart of five recent
sales of office buildings that we have compared to the subject property. All of
the comparables exhibited are located within Manhattan, New York. All of the
sales are located in the various Midtown office district, sub-markets.

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<PAGE>

<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------------
          Property Name                 Land Area Net Rentable   Year   No.    Sale  Grantor/                                  
No.       Location                        (SF)     Area (SF)     Built Stories  DAte  Grantee                        Price     
- -------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                           <C>         <C>          <C>     <C>  <C>     <C>                         <C>          
1         280 PARK AVENUE                                                             Sablons Investors c/o BT/                
          Btwn 48th & 49th Streets      78,813      1,374,478    1962    28   Sep-97  Boston Properties           $321,250,000 
          New York, New York                                                                                                   
                                                                                                                               
- -------------------------------------------------------------------------------------------------------------------------------
2         505 PARK AVENUE                                                             First Park Associates                    
          N/E/C 59th Street             10,544        190,893    1949    22   Jul-97  Gloious Sun                  $48,000,000 
          New York, New York
- -------------------------------------------------------------------------------------------------------------------------------
3         155 EAST 57TH STREET                                                        LA Fire, Police, TX State    Leasehold   
          N/W/C Lexington Avenue        26,676         412,436   1988    32   Jun-97  Teachers, GE Capital, Al    $120,000,000 
          New York, New YOrk                                                          Cohen Bros. Realty
- -------------------------------------------------------------------------------------------------------------------------------
4         90 PARK AVENUE                                                              Sumitomo Trust                           
          Btwn East 39th & 40th Sts.    38,032         877,889   1964    41   Apr-97  Vornado Realty Trust        $185,000,000 
          New York, New York                                                                                                   
- -------------------------------------------------------------------------------------------------------------------------------
5         527 MADISON AVENUE                                                          527 MAdison Holdings-                    
          SEC East 54th street          12,678         201,148   1966    26   Feb-97  Louis Dreyfus Corp/          $67,000,000 
          New York, New York                                                          Cornertone Properties                    
- -------------------------------------------------------------------------------------------------------------------------------
TOTALS & AVERAGES                       32,949         611,364   1970    30                                                  
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>


- ------------------------------------------------------------------------------------------------------------------------------------
          Property Name                                            Occupancy
No.       Location                    Price/NRA    N0I/SF    OAR    at Sale   Financing     Comments
- ------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                           <C>      <C>      <C>       <C>       <C>            <C>                                    
1         280 PARK AVENUE                                                                   Boston Properties REIT purchased the 
          Btwn 48th & 49th Streets      $233.73    $9.99    4.27%     80%     All Cash      proper structures built in 1961 and 1976
          New York, New York                               10.87%                           The first year OAR is 4.29% increasing 
                                                                                            to 10.49% in the second year.
- ------------------------------------------------------------------------------------------------------------------------------------
2         505 PARK AVENUE                                                                   Well located boutique sold to Hong
          N/E/C 59th Street             $251.45   $20.89    8.23%     97%     All Cash      Kong Investors.
          New York, New York
- ------------------------------------------------------------------------------------------------------------------------------------
3         155 EAST 57TH STREET                                                              This building is subject to a 121 year
          N/W/C Lexington Avenue        $290.95   $26.67    9.17%     92%     All Cash      ground lease. It has 26,975 SF of
          New York, New YOrk                                                                available space.
- ------------------------------------------------------------------------------------------------------------------------------------
4         90 PARK AVENUE                                                                    Vornado Realty Trust purchased the
          Btwn East 39th & 40th Sts.    $210.74   $22.23   10.60%     83%     See Comments  mortgage on this propeerty following the
          New York, New York                                                                threat of foreclosure by Sumitomo. 
- ------------------------------------------------------------------------------------------------------------------------------------
5         527 MADISON AVENUE                                                                Modern Class A building with small floor
          SEC East 54th street          $333.09   $36.44   10.94%     88%     All Cash      plates. Good retail space, high office
          New York, New York                               10.80%                           rent pro-forma.
- ------------------------------------------------------------------------------------------------------------------------------------
TOTALS & AVERAGES                       $263.99   $23.20    9.01%     88%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


PRICE/NRA SUMMARY: LOW        $210.74
                   HIGH       $333.09
                   ------------------
                   MEAN       $263.99
                   MEDIAN     $251.45
                                                              CUSHMAN &
                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
- --------------------------------------------------------------------------------

     The sales occurred between February 1997 and September 1997. The buildings
are relatively new or renovated being built between 1949 and 1988. The
comparables consist of large Class A office buildings in Class A locations. They
range in height from 22 to 41 stories and in size from a low of 201,148+/-
rentable square feet to 1,374,476+/- square feet of net rentable area.

     Comparability in both physical and economic characteristics are the most
important criteria in analyzing the comparable sales in relation to the subject
property. However, it is also extremely important to recognize the fact that
such office buildings are distinct entities by virtue of age and design,
visibility and accessibility, the market segmentation created by the tenant mix
and the competency of management. The comparable sales reflect differences in
age and the layout of the physical structure, as well as rent roll and occupancy
which dramatically effect the value of a building.

     The gross sale prices of the comparables range from a low of $48.0 million
to a high of $321.25 million. The unadjusted unit sale prices range from a low
of $210.74 to a high of $333.09 per rentable square foot. The wide range in unit
prices is due to the actual or potential income profiles of the various
properties. The buildings that have some vacancy and have low income profiles
generally establish unit prices toward the low end of the range while the
properties that are encumbered by lease agreements and have high potential
income profiles generally establish the high end of the unit price range. The
mean sale price of the sales exhibited is $263.99 per square foot while the
median price is $251.45 per square foot of net rentable area.

Analysis of Sales Price per Square Foot

     The sales listed on the chart show a relatively narrow range in unit prices
per square foot when considering the varying magnitudes of the properties. Age
and occupancy of the buildings have a significant impact on the varying unit
prices. While these unit rates implicitly contain both physical and economic
factors effecting the real estate, these statistics do not explicitly convey
many of the details surrounding a specific property. Therefore, a single index
to the valuation of the subject property has limited direct application in this
case.

     Alternatively, the overall capitalization rate (OAR) is the direct
relationship between the net operating income generated by the real estate in
the initial year of an investment and the asset's price/value in the
marketplace. Overall rates can be affected by any debt which might be
incorporated into the capital structure of the investment. Overall rates are
also affected by the existing leasing schedule at a specific property, the
strength or weakness in the local rental market for that type of real estate,
and the risk/return characteristics of comparative investments. Gross income
multipliers (GIM) show the relationship between the property's total gross
income and sale price. We have not included the various GIMs on our summary
chart.

     Not surprisingly, the investment criteria for these buildings also vary.
The overall capitalization rates which have been extracted from the comparable
office building sales range from a low of 4.27 percent to a high of 10.94
percent based on actual and/or projected first year incomes. The low end of the
overall rate range is generally established by the buildings that were below
stabilized occupancy. The high end of the stabilized rate range is established
by an investor building with stabilized occupancy.

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                                      -51-
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                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Sales Comparison Approach
- --------------------------------------------------------------------------------

     The major elements of comparison for an analysis of this type include the
financial terms incorporated into a particular transaction, the conditions or
motivations surrounding the sale, changes in market conditions since the sale,
the location of the real estate, its physical and functional traits and the
economic characteristics of the property. Advantageous financing terms or
peculiar conditions of sale must first be adjusted to reflect a normal market
transaction. Then, changes in market conditions must be accounted for, thereby
creating a time adjusted normal unit of comparison.

     In this analysis we have not attempted to make quantitative adjustments;
however, subjective adjustments have been made for location, the physical and
functional traits (size and utility), and the economic conditions (market
conditions) in order to generate an adjusted unit range which is appropriate for
comparison to the subject property.

     The sales occurred between February 1997 and September 1997. We have
considered changing market conditions in the New York City area since their
dates of sale. Market research indicates that commercial and institutional grade
property values in the New York City area have increased since 1993 and 1994.
During 1995, the sales market continued to stabilize as more, smaller
transactions were recorded. Active marketing and the sale of investment grade
properties has continued through 1996 with some of the highest valued
transactions occurring in 1997. As all of our comparable sales occurred between
February 1997 and the present, no adjustments for changing market conditions are
warranted as we believe the sales are reflective of the current market.

Analysis of Sales

     Comparable Sale No. 1 is located at 280 Park Avenue between East 48th and
49th Streets. The property was sold in September 1997 for a reported price of
$321,250,000. The buyer was Boston Properties, a publicly traded REIT. The
building contains 1,374,476 square feet of rentable area and was built in 1962.
The property was reportedly 80 percent occupied at the time of sale. A portion
of the building remains to be leased and capital improvement work is felt
necessary. According to industry sources, sales price reflects an overall rate
of 4.29 percent in the first year of the investment holding period. This return
will increase the 10.86 in the second year as vacant space, in pending deals, is
leased. The sales price equates to $233.73 per square foot.

     Comparable Sale No. 2 is located at 505 Park Avenue at the northeast corner
of East 59th Street. The property was sold in July 1997 for a reported price of
$48,000,000. The buyer was Glorious Sun, a Hong Kong based investment firm. The
building contains 190,893+/- square feet of rentable area and was built in 1949.
The property was in good condition at the time of sale and was reportedly 97
percent occupied. According to industry sources, the sales price reflects an
overall rate of 8.23 percent based upon the first year's pro forma income. The
sales price equates to $251.45 per square foot.

     Comparable Sale No. 3 is located at 135 East 57th Street at the northwest
corner of Lexington Avenue. The property's leasehold interest sold in June 1997
for a reported price of $120,000,000. The buyer was Cohen Brothers Realty
Corporation. The building contains 412,436+/- square feet of rentable area and
was built in 1988. The property was reportedly 92 percent occupied at the time
of sale, although a major tenant, ING Capital, is expected to vacate the
building shortly. According to industry sources, the sales price reflects an
overall 

- --------------------------------------------------------------------------------
                                      -52-
                                                              CUSHMAN &
                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Sales Comparison Approach
- --------------------------------------------------------------------------------

rate of 9.17 percent based upon the first year's pro forma income. The
sales price equates to $290.95 per square foot.

     Comparable Sale No. 4 is 90 Park Avenue which is located between East 39th
and East 40th Streets. The mortgage note was sold in April 1997 for a reported
price of $185,000,000. The buyer was Vornado Realty Trust, a publicly traded
REIT. After the sale, Vornado negotiated a settlement with the owner of the
property, Howard Kaskel. The building contains 877,869 square feet of rentable
area and was built in 1964. The property was 83 percent occupied as of the date
of sale. The mortgage note sale reflects an overall rate of 10.6 percent based
on first year's pro forma income. The sales price equates to $210.74 per square
foot.

     Comparable Sale No. 5 is located at 527 Madison Avenue at the southeast
corner of East 54th Street. The property was sold in March 1997 for a recorded
price of $67,000,000. the building contains 201,148+/- square feet of net
rentable area and was built in 1986. The building was anchored by a foreign
Japanese bank at the time of sale with approximately 36 percent of the rental
office space. The anchor tenant lease was to expire in 2001. Approximately 20 to
25 percent of the office space was due for renewal in 1997. According to a
banker financing the sale, the buyer's purchase price and pro-forma implied an
overall rate of 10.8 percent. The sale price equates to $333.09 per square foot.

     As noted by the summary of comparables, the sales reflect a range in price
per square foot indicators from a low of $210.74 per square foot to a high of
$333.09 per square foot. The mean price per square foot exhibited by the
comparables was calculated to be $263.99 per square foot and the median price
per square foot is $251.45. The low end of the unit price range is established
by Sale No. 4. Sale No. 4 represents a mortgage note sale in the Grand Central
District. This building represented a problem loan for the seller.

     The high end of the unit price range is established by Sale No. 5. Sale No.
5 is the smallest and one of the newest buildings exhibited. It is located in
the prime Madison Avenue corridor. Sale No. 1 is the large, well located former
Bankers Trust headquarters. Sale No. 2 is a small, albeit well located boutique
building and Sale No. 3 is a leasehold transaction of a modern building in a
good, although slightly less than prime, location. This sale requires upward
adjustment to account for the purchase of a leasehold estate.

     The reported and derived overall capitalization rates range from 4.27
percent to 10.94 percent based on projected and/or actual net operating incomes.
As displayed, the price per square foot indications vary due to variations in
site location, exposure, improvement design, quality, condition and age as well
as the image of the property, nature of tenancies, length of lease terms and,
most importantly, the level and quality of the net income stream.

     The most comparable sales to the subject property are those with good
locations and average income profiles. The subject property has a potential
gross income profile in line with many of the comparables. Rents in the Plaza
office district are estimated to be $41.32 per square foot.

Comparing Properties Based on NOI per Square Foot

     Another market measure compares the net operating income (NOI) per square
foot of the property appraised with the NOI per square foot of the comparison.
If the properties are truly comparable in terms of occupancy, operating expense
ratio and stability of income stream, then 

- --------------------------------------------------------------------------------
                                      -53-
                                                              CUSHMAN &
                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

this can be an effective method of analysis. It is, in effect, the same thing as
comparing the capitalization rate derived from the sales to the appropriate
capitalization rate for the property appraised.

     Based upon our analysis of the comparables, the Sales Comparison Approach
must be predicated on the property's income producing potential, as opposed to
an adjusted per square foot methodology. This is a result of the wide variance
in unadjusted per square foot unit values and the high net operating income per
square foot of the subject property.

     Based on the forecasted 1998 fiscal year, the subject is projected to
generate $13,074,018 in net operating income. This equates to $29.51 per square
foot based on the building's total net rentable area of approximately 443,086+/-
square feet. The derivation of the subject's projected 1998 net operating income
is presented in the Income Capitalization Approach section of this report.

     The comparable sales generated stabilized net operating incomes ranging
from $9.99 to $36.44 per square foot. The average for the 5 transactions with
reported NOIs is $21.78 per square foot. The upper end of the range is
established by Sale Nos. 5, 3 and 4. Sale No. 5 was substantially occupied at
sale with a higher stabilized net operating income. This sale indicated a 1996
NOI per square foot of $36.44 and a sale price per square foot of $333.09. Sale
No. 3 indicated an NOI per square foot of $26.67 based on projected net income.
We have considered an upward adjustment to this sale to reflect its purchase as
a leasehold estate. Sale No. 4 indicated an NOI per square foot of $22.23 and a
sales price of $210.74 per square foot.

     The subject's NOI per square foot is within the range developed by the
comparable sales. The subject property can be characterized as a quality
investment due to its location along West 45th Street in the Plaza District, the
building's size and its tenant base.

     In our opinion, a buyer's criteria for the purchase of an office building
such as the subject is predicated primarily on the property's income
characteristics. Therefore, we have identified a relationship between the net
operating income of the subject versus the sales price and the NOIs of the
comparables. We adjusted the sales by multiplying the prices per square foot by
the ratio of the subject's NOI per square foot, estimated in 1998 at $29.51 per
square foot, to the comparable's NOI per square foot. The net operating income
ratio analysis accounts for differences between the comparables and the subject
relative to location, construction quality, age/condition, exposure, access and
other physical characteristics.

     The following table illustrates the adjustment process. Each comparable's
sale price per square foot has been adjusted based on the projected net
operating income per square foot of the subject property.

- --------------------------------------------------------------------------------
                                      -54-
                                                              CUSHMAN &
                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Sales Comparison Approach
- --------------------------------------------------------------------------------

      ======================================================================
                Comparing Properties Based on NOI Per Square Foot
      ======================================================================
                  NOI/SF
      Sale       Subject          Unadjusted Sale         Adjusted Sale
        No.     Comparable    X      Price/SF        =      Price/SF

     =======================================================================
        1        $ 29.51
                 -------
                    9.99              $233.73                $690.43
     -----------------------------------------------------------------------
        2        $ 29.51
                 -------
                   13.58              $274.02                $595.46
     -----------------------------------------------------------------------
        3        $ 29.51
                 -------
                   26.67              $290.95                $321.93
     -----------------------------------------------------------------------
        4        $ 29.51
                 -------
                   22.23              $210.74                $279.75
     -----------------------------------------------------------------------
        5        $ 29.51
                 -------
                   36.44              $333.09                $269.74
     =======================================================================

     After adjustments, the five transactions reflect adjusted unit prices
ranging from $269.74 to $690.43 per square foot. It should be noted however,
that Sale No. 1 had an estimated NOI per square foot of $25.41 in the second
year of the holding period after burn off of free rent. This would result in a
price per square foot of $271.44 per square foot for Sale No. 1. Before this
adjustment, the average unit price equates to $431.46 per square foot, after
this adjustment, the average unit price is $347.66 per square foot.

     Based on this analysis, after adjustments to the comparables sales, it is
our opinion that the range of investment parameters for subject property is $220
to $230 per square foot. Based on the net rentable area of the building,
(443,086+/- SF) we have concluded that the range of leased fee market value,
subject to the air rights lease, for the subject property using this analysis is
$97,000,000 to $102,000,000.

Summary

     The subject property was designed with the most modern standards used in
its era of construction. The building was constructed with quality workmanship
and materials. Accessibility is considered very good by virtue of the subways,
buses and highway transportation systems which serve the Plaza and Grand Central
districts. Economically, the subject is located in a prime office and commercial
market with stable/steady growth potential.

     Based on an analysis of the comparable improved sales, with strong
consideration given to the subject's tenancy and current net operating income
per square foot, we believe that a unit rate of $220 to $230 per square foot is
appropriate. The justification in a unit value conclusion within the average
range of the unadjusted sales is exhibited by the fact that the subject's
stabilized NOI per square foot is above the average of the comparables.

Value Conclusion

     After considering all market data and the attributes of the subject
property relative to the physical and income potential characteristic of the
comparable sales, we believe the unit price applicable to the market value of
the subject is $225 per square foot of net rentable area "as is".

                Value by the Sales Comparison Approach (Rounded)
                                  $100,000,000

- --------------------------------------------------------------------------------
                                      -55-
                                                              CUSHMAN &
                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             INCOME CAPITALIZATION APPROACH
- --------------------------------------------------------------------------------

Methodology

     The Income Approach is a method of converting the anticipated economic
benefits of owning property into a value estimate through capitalization. The
principle of "anticipation" underlies this approach in that investors recognize
the relationship between an asset's income and its value. In order to value the
anticipated economic benefits of a particular property, potential income and
expenses must be estimated, and the most appropriate capitalization method must
be selected.

     The two most common methods of converting net income into value are direct
capitalization and discounted cash flow analysis. In direct capitalization, net
operating income is divided by an overall rate extracted from market sales to
indicate a value. In the discounted cash flow method, anticipated future net
income streams and a reversionary value are discounted to an estimate of net
present value at a chosen yield rate (internal rate of return).

     In our opinion the discounted cash flow method is appropriate. The
discounted cash flow analysis is generally thought to be the best method for
evaluating income producing properties purchased for investment. Forecasted
future patterns of income and expenses are modeled to reflect perceived investor
expectations. Appraisers make forecasts (not predictions) of future events based
upon their understanding of market forces and familiarity with the expectations
of typical investors in the property type being appraised.

Potential Gross Income

     Generally, Midtown Manhattan office tenants pay fixed gross rent on a
rentable area basis which is consistent with space measurement standards for
buildings of similar vintage, plus any increases in operating expenses and real
estate taxes above stipulated base year amounts. Tenant electric costs are
either directly metered, submetered or rent inclusion (charged as additional
rent).

Existing Leases

     Tower 45 is currently 100 percent occupied by 35 tenants under 57 leases.
The property contains a total of 425,871 square feet of office space, 4,583
square feet of retail space, 2,900 square feet of storage and 9,732 square feet
of garage space.

     A breakdown of average contract rents per space type is as follows:

     ========================================================================
             Use         Square Footage       Percent        Average Rent/SF
     ========================================================================
           Office           425,871           96.08%             $37.72
     ------------------------------------------------------------------------
           Retail              4,583           1.04%             $39.32
     ------------------------------------------------------------------------
           Storage             2,900           0.67%             $13.21
     ------------------------------------------------------------------------
           Garage              9,732           2.21%             $23.04
     ========================================================================

     The subject property is occupied by several major tenants. The largest
tenant is D.E. Shaw (63,871+/- square feet). The next several largest tenants
leasing approximately 20,000 square feet or greater include Brown Raysman
(48,172+/- square feet); Equitable Life (44,081+/- square feet); King & Spalding
(35,874+/- square feet); Israels (26,380+/- square feet); Et Al Airlines
(26,342+/- square feet); Kellwood Corporation (25,780+/- square feet) and
Washington Life (19,688+/- square feet). Based upon our conversations with
ownership, we have assumed 

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                                      -56-
                                                              CUSHMAN &
                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Income Capitalization Approach
- --------------------------------------------------------------------------------

D.E. Shaw will exercise takeover options on the twenty-second, twenty-third and
twenty-fifth floors, once the existing leases encumbering these spaces expire.

     The four major tenants previously mentioned represent over 65 percent of
the property's rentable area. Each of these firms are considered to be good to
excellent credit quality. In certain instances, these firms have rated debt
classifications while in other instances, they simply show strong operating
histories. This unusually large number of credit tenants has a positive effect
on the value of the property, particularly as reflected in our selection of the
discount rate (IRR) which we believe should be lower than would be applied to a
Manhattan office building with a more "typical" leasing profile. Each of these
firms are considered major tenants in the building, a classification which
necessitates a more generous concession package on rollover (free rent and
tenant workletter), than that provided to minor tenants in the property.

     The balance of the building is occupied by tenants who lease smaller units
of space. These firms represent a mixture of industries including publishing,
communications, financial service and law. These tenants have a more typical
mixture of credit quality ranging from average to good. These tenancies,
however, represent less than 35 percent of the property's rentable area. The
tenants are classified as minor tenants for the purpose of calculating future
concession packages on rollover (free rent and tenant workletter) and are less
generous than major tenants' concession packages.

Lease Expirations

     As can be seen from the following lease expiration schedule, 100 percent of
the property's rentable area is represented by leases which are due to expire
within the next fourteen calendar years. Only 31,209+/- square feet is due to
expire within the next 26 months.

     The major rollover years in the analysis period occur in 2001 and 2005 when
39 percent of the property's occupied area expires for a total of 168,970+/-
square feet. Although these years contain fairly sizable square footage
expirations, the current relative strength of the Plaza district visa a vis
Midtown Manhattan reduces our concern of expiration risk over the course of the
holding period. The remaining leases expire fairly evenly over the next twelve
years.

================================================================================
                             Lease Expiration Schedule
================================================================================
     Year        Annual/SF       % of NRA       Cumulative/SF        % of NRA
================================================================================
     1999          31,209          7.20%            31,209             7.20%
- --------------------------------------------------------------------------------
     2000           6,431          1.48%            37,640             8.69%
- --------------------------------------------------------------------------------
     2001          75,429         17.41%           113,069            26.09%
- --------------------------------------------------------------------------------
     2002          20,960          4.84%           134,029            30.93%
- --------------------------------------------------------------------------------
     2003          26,221          6.05%           160,250            36.98%
- --------------------------------------------------------------------------------
     2004          48,163         11.11%           208,413            48.09%
- --------------------------------------------------------------------------------
     2005          93,541         21.59%           301,954            69.68%
- --------------------------------------------------------------------------------
     2006          55,981         12.92%           357,935            82.60%
- --------------------------------------------------------------------------------
     2007          61,103         14.10%           419,038            96.70%
- --------------------------------------------------------------------------------
     2008           9,935          2.29%           428,973            98.99%
- --------------------------------------------------------------------------------
     2009               0          0.00%           428,973            98.99%
- --------------------------------------------------------------------------------
     2010           4,383          1.01%           433,356           100.00%
================================================================================

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                                      -57-
                                                              CUSHMAN &
                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                     COMPARABLE OFFICE RENTS AND ADJUSTMENTS
<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                               SUBJECT           RENTAL 1            RENTAL 2            RENTAL 3               RENTAL 4      
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                <C>               <C>                  <C>                <C>                
ADDRESS                      TOWER 45      1230 SIXTH AVE.     1114 SIXTH AVE.    150 E 42 STREET      156 W 56Th STREET      
                        NEW YORK CITY       NEW YORK CITY       NEW YORK CITY       NEW YORK CITY          NEW YORK CITY      

YEAR BUILT                    1988/89                1939                1971                1956                   1987      

RENTABLE AREA                 433,356             535,200           1,310,000           1,346,822                321,950      

NO. STORIES                        40                  21                  48                  42                     75      
  
OCCUPANCY %                      100%               88.1%               86.3%               92.9%                  99.3%      

TENANT NAME                                   USA NETWORKS  INTERPUBLIC GROUP        PFIZER, INC.        INTERSHOE, INC.      

FLOOR(S) LEASED                                 ENTIRE 15           ENTIRE 16              PART 2      PT. 14. ENTIRE 15      

BEGINNING DATE                                    10/1/96              7/1/96              2/1/97                 1/1/97      

TERM                                                   10                13.0                10.0                   16.0      

LEASE TYPE                      GROSS               GROSS               GROSS               GROSS                  GROSS      

TENANT SIZE                                        31,727              30,387              25,603                 25,318      

RENT PER SF                                        $35.00  1-5         $31.00  1-3         $28.00  1-5            $30.00  1-6
                                                   $38.00  6-10        $34.00  4-8         $32.00  6-10           $32.00  7-11
                                                                       $37.00  9-13                               $35.00 12-16

FREE RENT/MONTHS)                   8                   6                   6                  12                     16      
  
WORKLETTER (PSF)               $35.00               $33.0               $0.00              $45.00                 $40.00      



ADJUSTMENTS

RENT CONCESSIONS                                    $0.40               $2.85              ($1.40)                ($0.81)        

EFFECTIVE ADJUSTED
RENT PER SF                                        $35.40              $33.85              $26.60                 $29.19         
                             
TIME (MARKET CONDiTIONS)                            0.00%               0.00%               0.00%                  0.00%         
 
TIME ADJUSTED
RENT PER SF                                        $35.40              $33.85              $26.60                 $29.19         

LOCATION                                           -5.00%              -5.00%               0.00%                  5.00%         

QUALITY                                             0.00%               0.00%               5.00%                  5.00%         

SIZE                                                5.00%               5.00%               5.00%                  0.00%         

CONDITION                                           0.00%               0.00%               0.00%                  0.00%         

TOTAL ADJUSTMENT                                    0.00%               0.00%              10.00%                 10.00%         

INDICATED RENT PER SF                              $35.40              $33.85              $29.26                 $32.11         
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

- ---------------------------------------------------------------------------------------------------------
                              RENTAL 5               RENTAL 6         RENTAL 7          RENTAL 8
- ---------------------------------------------------------------------------------------------------------
ADDRESS                1185 SIXTH AVE.       12 E 49Th STREET    666 FIFTH AVE    1155 SIXTH AVE.
                         NEW YORK CITY          NEW YORK CITY    NEW YORK CITY      NEW YORK CITY

YEAR BUILT                        1971                   1984             1955               1983

RENTABLE AREA                1,000,000                643,000        1,260,000            610,191

NO. STORIES                         42                     45               41                 41

OCCUPANCY %                       81.3%                  83.7%            98.8%               100%

TENANT NAME            TIME PUBLISHING      SAKS FIFTH AVENUE     LUCENT TECH.       BELL COMUNIC.

FLOOR(S) LEASED             ENTIRE 27               ENTIRE 15          PART 10             PART 16

BEGINNING DATE                11/1/96                 12/1/96           5/1/97              5/1/97

TERM                               10                    10.0              9.0                 6.5

LEASE TYPE                      GROSS                   GROSS            GROSS               GROSS

TENANT SIZE                    25,000                  15,012            9,260               4,133

RENT PER SF                    $31.00 1-5              $31.00   1-5     $34.00 1-5           $35.00 1-6.5
                               $35.00 6-10             $35.00   6-10    $37.00 6-9


FREE RENT/MONTHS)                  10                       0                6                   2
                                           
WORKLETTER (PSF)               $37.50                  $10.00           $35.00              $35.00
                                           
                                           
                                           
ADJUSTMENTS                                
                                           
RENT CONCESSIONS               ($0.45)                  $3.30            $0.22               $0.92
                                           
EFFECTIVE ADJUSTED                         
RENT PER SF                    $30.55                  $34.30           $34.22              $35.92
                                           
TIME (MARKET CONDITIONS         0.00%                   0.00%            0.00%               0.00%
                                           
TIME ADJUSTED                              
RENT PER SF                    $30.55                  $35.40           $34.22              $35.92
                                           
LOCATION                       -5.00%                  -5.00%           -5.00%              -5.00%
                                           
QUALITY                         5.00%                   0.00%            5.00%               0.00%
                                           
SIZE                            0.00%                   0.00%            0.00%              -5.00%
                                           
CONDITION                       0.00%                   0.00%            0.00%               0.00%
                                           
TOTAL ADJUSTMENT                0.00%                  -5.00%            0.00%             -10.00%
                                           
INDICATED RENT PER SF          $30.55                  $32.59           $34.22              $32.33
- ---------------------------------------------------------------------------------------------------------
</TABLE>
                                                              CUSHMAN &
                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Income Capitalization Approach
- --------------------------------------------------------------------------------

     Based upon the lease expiration schedule, and considering rollover of
vacant space which is leased-up, we have forecasted an eleven year investment
holding period. The twelfth year is estimated to be the reversionary year. As
can be seen from the calendar year schedule, the twelfth calendar year will
experience a typical number of lease expirations as a percentage of total
building area and for analysis purposes is considered a stabilized reversionary
year (please refer to fiscal year cash flow).

Market Rental Rate - Office

     Market rent for the office space within the property has been estimated by
analyzing seven comparable leases exhibited on the summary chart and adjustment
grid on the following facing page. In our analysis, we have considered six lease
attributes: rent concessions, time (market conditions), location, quality, size
and condition. Percentage adjustments between the subject property and the
comparable leases were made for each of these factors.

     We have adjusted each comparable rental for rent concessions which are
significantly different from those offered in the subject property. In this
case, the building standard is estimated to include eight months free rent and a
$35 per square foot workletter. Comparable leases which provided more generous
concessions have been adjusted downward while those with less generous
concession packages have been adjusted upward.

     The comparable office leases, as exhibited on the facing page, range from
$28.00 to $35.00 per square foot gross and may be summarized as follows:

     Rental Comparable No. 1 involves a 31,727 square foot lease within 1230
Avenue of the Americas located between West 48th and West 49th streets. This
lease was signed in October 1996 for a ten year term. The base rent is $35.00
per square foot, with an increase to $38.00 per square foot in year six. After
adjusting for rent concessions, the equivalent rent is $35.40 per square foot.
In comparison with the subject property, a downward adjustment was made for
location, while an upward adjustment was made for size. The adjusted rent was
$35.40 per square foot.

     Rental Comparable No. 2 involves a 30,387 square foot office lease within
1114 Avenue of the Americas located between West 42nd and West 43rd streets.
This lease was signed in July 1996 for a thirteen year term. The initial base
rent was $31.00 per square foot increasing to $34.00 per square foot in year
four and $37.00 per square foot in year nine. After adjusting for rent
concessions, the equivalent rent is $33.85 per square foot. In comparison with
the subject property, a downward adjustment was made for location, while an
upward adjustment was made for size. The adjusted rent was $33.85 per square
foot.

     Rental Comparable No. 3 involves a 25,603 square foot office lease within
150 East 42nd Street located between Lexington and Third avenues. This lease was
signed in February 1997 for a ten year term. The initial base rent was $28.00
per square foot with an increase to $32.00 per square foot in year six. After
adjusting for rent concessions, the equivalent rent is $26.60 per square foot.
In comparison with the subject property, upward adjustments were made for
quality and size. The adjusted rent was $29.26 per square foot.

     Rental Comparable No. 4 involves a 25,318 square foot office lease within
156 West 56th Street located between Avenue of the Americas and Seventh Avenue.
The lease was signed in January 1997 for a sixteen year term. The initial base
rent was $30.00 per square 

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                                      -58-
                                                              CUSHMAN &
                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Income Capitalization Approach
- --------------------------------------------------------------------------------

foot increasing to $32.00 per square foot in year seven and $35.00 per square
foot in year twelve. After adjusting for rent concessions, the equivalent rent
is $29.19 per square foot. In comparison with the subject property, upward
adjustment were made for location and quality. The adjusted rent was $32.11 per
square foot.

     Rental Comparable No. 5 involves a 25,000 square foot office lease within
1185 Avenue of the Americas located between West 46th and West 47th streets.
This lease was signed in November 1996 for a ten year term. The initial base
rent was $31.00 per square foot, increasing to $35.00 per square foot in year
six. After adjusting for rent concessions, the equivalent rent is $30.55 per
square foot. In comparison with the subject property, a downward adjustment was
made for location, while an upward adjustment was made for size. The adjusted
rent was $30.55 per square foot.

     Rental Comparable No. 6 involves a 15,012 square foot office lease within
12 East 49th Street located between Fifth and Madison avenues. The lease
commenced in December 1996 for a ten year term. The initial base rent was $31.00
per square foot increasing to $35.00 per square foot in year six. After
adjusting for rent concessions, the equivalent rent is $34.30 per square foot.
In comparison with the subject property, a downward adjustment was made for
location. The adjusted rent was $32.59 per square foot.

     Rental Comparable No. 7 involves a 9,260 square foot office lease within
666 Fifth Avenue located between West 52nd and West 53rd streets. This lease was
signed in May 1997 for a nine year term. The base rent was $34.00 per square
foot increasing to $37.00 per square foot in year six. After adjusting for rent
concessions, the equivalent rent is $34.22 per square foot. In comparison with
the subject property. In comparison with the subject property, a downward
adjustment was made for location, while an upward adjustment was made for size.
The adjusted rent was $34.22 per square foot.

      Rental Comparable No. 8 involves a 4,133 square foot office lease within
1155 Avenue of the Americas located between West 43rd and West 44th streets.
This lease was signed in May 1997 for a six year and six month term. The initial
base rent was $35.00 per square foot. After adjusting for rent concessions, the
equivalent rent is $35.92 per square foot. In comparison with the subject
property, downward adjustments were made for location and size. The adjusted
rent was $32.33 per square foot.

     Prior to adjustment, the comparables reflect a range in base rent $28.00 to
$35.00 per square foot gross. After adjustment to the comparables, a range
$29.26 to $35.40 per square foot gross was revealed. Our adjustment for rent
concessions considers the difference in the comparables for market standard free
rent of eight months and workletters of $35.00 per square foot. This range in
actual adjusted comparable leases has been compared with average asking rent for
several comparable properties which are summarized on pages 32 through 37 of
this report. The most competitive of these properties reflect average asking
rents ranging from $37.00 to $50.00 per square foot.

     Tower 45 office rents average $37.72 per square foot. The adjusted
comparable rentals average $32.54 per square foot. Several of the existing
leases within the property were signed several years ago during a period of
inferior market conditions (1993, for example) while a large number of leases
have been signed recently and reflect market conditions. Overall, we believe the
average rents in the subject property are above market. The most recent office
leases within the property have been in the $28.00 to $36.00 per square foot
range. These leases are 

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                                      -59-
                                                              CUSHMAN &
                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Income Capitalization Approach
- --------------------------------------------------------------------------------

to major and minor tenants and generally reflect the average market rents in the
building, taking into consideration floor height. The most recent office leases
may be summarized as follows:

- --------------------------------------------------------------------------------
                                    Tower 45
                               Most Recent Leases

<TABLE>
<CAPTION>

==========================================================================================================================
                                                     Area     Term         Yr/Rent
 No.             Tenant        Floors      Date      (SF)     (Yrs)          (SF)               Base Year/ Concessions
==========================================================================================================================
<S>   <C>                     <C>        <C>        <C>        <C>     <C>     <C>     <C>                   <C>
  1   Brown Raysman           Part 24    Lease Out  6,287      10              $36.00  Tax Base:             1997/98
                                                                      (Yr. 4)  $37.00  Operating Exp:        1998
                                                                      (Yr. 6)  $39.00  Electric:             Submetered
                                                                                       Workletter:           $10.00
- -------------------------------------------------------------------------------------------------------------------------=
  2   Brown Raysman           Part 10    Lease Out  3,648      10              $30.00  Tax Base:             1997/98
                                                                      (Yr. 4)  $31.00  Operating Exp.:       1998
                                                                      (Yr. 6)  $32.00  Electric:             Submetered
                                                                                       Workletter:           $10.00
- -------------------------------------------------------------------------------------------------------------------------=
  3   D.E. Shaw               Part 22      3/96     12,479   9 yrs.            $29.92  Tax Base:             1995/96
                                                             11 mos.    (3/01) $30.81  Operating Exp.:       1996
                                                                                       Electric:             Direct
                                                                                       Workletter:           $20.00
                                                                                       Free Rent:            12 mos.
- -------------------------------------------------------------------------------------------------------------------------=
  4   Gage & Buschman         Part 36      3/96     5,194    3 yrs.            $29.00  Tax Base:             1995/96
                                                             3 mos.     (3/98) $30.00  Operating Exp.:       1996
                                                                                       Electric:             Submetered
                                                                                       Free Rent:            4 mos.
- -------------------------------------------------------------------------------------------------------------------------=
  5   Scott Rudin Prod.       Part 10      4/97     2,032       5              $32.50  Tax Base:             1997/98
                                                                        (4/99) $34.50  Operating Exp.:       1997
                                                                                       Electric:             Submetered
- -------------------------------------------------------------------------------------------------------------------------=
  6   D.E. Shaw                  15        2/97     9,711      10              $28.00  Tax Base:             1997/98
                                                                       (11/00) $31.00  Operating Exp.:       1997
- -------------------------------------------------------------------------------------------------------------------------=
  7   Altman & Selvaggi       Part 36      2/96     6,756     7.33             $30.87  Tax Base:             1996/97
                                                                       (3/96)  $21.95  Operating Exp.:       1997
                                                                       (8/96)  $32.00  Electric:             Submetered
                                                                       (2/99)  $34.00
                                                                       (2/02)  $36.00
==========================================================================================================================
</TABLE>

     The most recent leases in the subject property reflect base rents ranging
from $28.00 to $36.00 per square foot. Additional rent for these leases include
a real estate tax and operating expense reimbursement. Concessions associated
with these lease terms include free rent ranging from zero to 12 months and
workletters ranging from zero to $20 per square foot. Leasing primary office
space on an "as is" basis is atypical of the market. The standard lease will
include some form of workletter concession.

     Recent leases within the Midtown Manhattan office leasing market include
concessions in the form of free rent and tenant workletter consistent with those
offered within the subject property. In addition to analyzing actual deals
inside and outside the property, leasing brokers were interviewed in an effort
to ascertain competitive packages available in the marketplace today. Most
brokers interviewed were of the opinion that eight to twelve months free rent,
inclusive of space build-out time, was available for most tenants in midtown
office buildings. In addition, tenant workletters were felt to range from $25 to
$40 per square foot. The range in concession packages varies by the size of the
space leased. The larger the tenant, the more generous the concession package.

- --------------------------------------------------------------------------------
                                      -60-
                                                              CUSHMAN &
                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                     COMPARABLE RETAIL RENTS AND ADJUSTMENTS
<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------
                              SUBJECT          RENTAL 1           RENTAL 2             RENTAL 3            RENTAL 4       
- ------------------------------------------------------------------------------------------------------------------------
ADDRESS                      TOWER 45  45 W 45TH STREET   26 W 39TH STREET     36 W 44TH STREET   1290 AVE AMERICAS    
                        NEW YORK CITY     NEW YORK CITY      NEW YORK CITY        NEW YORK CITY       NEW YORK CITY     
<S>                             <C>                <C>               <C>                   <C>               <C>        
TENANT NAME                               ROSETTA ELECT       CONFIDENTIAL  ANGLER'S OUTFITTERS        AU CROISSANT     

BEGINNING DATE                                   Jul-97               1997               Feb-97              Aug-96     

TERM                                                 10                  5                   10                15.5     

LEASE TYPE                     GROSS              GROSS              GROSS                GROSS               GROSS     

TENANT SIZE                                       5,500 GRND         2,200 GRND             700 GRND          4,353 GRND

                                                  2.000  MEZZ                                                           
                                                  2,000   LL
                                                  9,500              2,200                  700               4.353     
RENT PER SF
                                                   GRND                                      GRND             GRND
                                                 $40.00  1-5        $30.00  GRND          $44.67  1          $59.73 GRND 1-15-5
                                                 $52.00  6-10                EST.         $46.01  2                     
                                                                                          $54.30 3-10
                                                                                       3% INC/YR.
FREE RENT(MONTHS)                   6                 3                 NA                     0                 9      

WORKLETTER (PSP)                $0.00              $0.00             $0.00                 $0.00             $0.00      

ADJUSTMENTS                                        $0.30             $1.20                 $0.60             $0.60      


RENT CONCESSIONS

EFFECTIVE ADJUSTED

RENT PER SF                                      $40.30             $31.20                $45.27           $150.60      

TIME (MARKET CONDITIONS)                          0.00%              0.00%                 0.00%             0.00%              

TIME ADJUSTED

RENT PER SF                                      $40.30             $31.20               $45.27           $110.60     

LOCATION                                          0.00%              0.00%                0.00%             0.00%       

QUALITY                                           0.00%              0.00%                0.00%             0.00%       

SIZE                                              5.00%              0.00%              -10.00%            -8.00%       

CONDITION                                         0.00%              0.00%                0.00%             0.00%       

TOTAL ADJUSTMENT                                  5.00%              0.00%              -10.00%             5.00%       

ADJUSTED RENT PER SF                             $42.32             $31.20               $40.74            $58.74       

- ------------------------------------------------------------------------------------------------------------------------
</TABLE>



- -------------------------------------------------------------------------------
                             RENTAL 5            RENTAL 6          RENTAL 7
- -------------------------------------------------------------------------------
ADDRESS                49 W 57TH STREET    57 W 57TH STREET     1460 BROADWAY
                          NEW YORK CITY       NEW YORK CITY     NEW YORK CITY

TENANT NAME                   ASKING              ASKING     CONFIDENTIAL

BEGINNING DATE                   N/A                 N/A            Asking

TERM                              10                  10                10

LEASE TYPE                     GROSS               GROSS             GROSS   

TENANT SIZE                    4,500               5,601 GRND        1,200 GRND

                                                   2,610  LL
                        
                               4,500               8,211             1,200
RENT PER SF
                        
                             $130.00 GRND        $150.00 GRND      $150.00 GRND
                                                  $25.00  LL         3% INC./YR.
                        
                        
FREE RENT(MONTHS)                  0                  0                  6

WORKLETTER (PEP)               $0.00               $0.00             $0.00

ADJUSTMENTS                    $0.60               $0.60             $0.00


RENT CONCESSIONS

EFFECTIVE ADJUSTED

RENT PER SF                  $130.60            $150.60            $150.00

TIME (MARKET CONDITIONS)       0.00%               0.00%             0.00%  

TIME ADJUSTED

RENT PER SF                  $130.60            $156.00            $150.00    

LOCATION                       0.00%              0.00%              0.00%

QUALITY                        0.00%              0.00%              0.00%

SIZE                           0.00%              0.00%             -5.00%

CONDITION                      0.00%              0.00%              0.00%

TOTAL ADJUSTMENT               0.00%              0.00%             -5.00%

ADJUSTED RENT PER SF         $130.60            $150.60           $142.50

- -------------------------------------------------------------------------------
                                                              CUSHMAN &
                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Income Capitalization Approach
- --------------------------------------------------------------------------------

     The leasing brokers interviewed indicated that Midtown Manhattan's office
leasing market has stabilized. Several brokers indicated that the market has
improved considerably over the last twenty four months. Rents have increased and
concessions have decreased. In the view of many, the leasing market continued to
strengthen through the end of 1997. It is expected that further improvement
should be seen in 1998 with a materially stronger leasing market by 1999. In
keeping with these observations, we have assumed that market rent will increase
at a rate of 4 percent per annum through the projection period.

     In consideration of occupied area, floor height, relative midtown location
and lease date, the comparable rental data provide fairly consistent evidence of
prime rental rates in the low to mid $30s per square. This results in a range of
market rent for Tower 45 Avenue of $30 to $35 per square foot which has been
distributed by floor level as follows:

                   Floors    2 -12                     $30.00/SF
                   Floors   14 -25                     $33.00/SF
                   Floors   26 -40                     $35.00/SF

     The above estimated market rents assume the following concession packages:

================================================================================
                             Free Rent                 Tenant Improvements
================================================================================
     New Leases     Major Tenants   8 months       Major Tenants   $35.00/SF
                    Minor Tenants   6 months       Minor Tenants   $25.00/SF
- --------------------------------------------------------------------------------
  Renewing Leases   Major Tenants   4 months       Major Tenants   $15.00/SF
                    Minor Tenants   3 months       Minor Tenants   $10.00/SF
================================================================================

     We forecast step-ups of 15 percent every 60 months for market leases.

Market Rental Rate - Retail Space

     The retail space within the subject property is located on the ground floor
along West 45th Street. The retail space is occupied by a restaurant operating
as My Most Favorite Dessert (4,383+/- square feet). In addition, the lobby space
is occupied by Soft Touch News (200+/- square feet).

     Market rent for the retail space within the property has been estimated by
analyzing seven comparable leases exhibited on the summary chart and adjustment
grid on the facing page. In our analysis, we have considered six lease
attributes: rent concessions, time (market conditions), location, quality, size
and condition. Percentage adjustments between the subject property and the
comparable leases were made for each of these factors.

     The comparable retail leases, exhibited on the facing page, range from
$40.00 to $150.00 per square foot gross and may be summarized as follows:

     Rental No. 1 involves a 9,500 square foot retail lease within 45 West 45th
Street, located between Fifth Avenue and Avenue of the Americas. This lease
commenced in July 1997 for a ten year term. The initial base rent is $40.00 per
square foot. After adjusting for rent concessions, the equivalent rent is $40.30
per square foot. In comparison with the subject property, an upward adjustment
was made for size. The adjusted rent is $42.32 per square foot.

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                                      -61-
                                                              CUSHMAN &
                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Income Capitalization Approach
- --------------------------------------------------------------------------------

     Rental No. 2 involves a 2,200 square foot retail lease within 26 West 39th
Street located between Fifth Avenue. This lease commenced in early 1997 for a
five year term. The initial base rent is $30.00 per square foot. After adjusting
for rent concessions, the equivalent rent is $31.20 per square foot. In
comparison with the subject property, no adjustments were necessary. The
adjusted rent is $31.20 per square foot.

     Rental No. 3 involves a 700 square foot retail lease within 36 West 44th
Street located at between Fifth Avenue and Avenue of the Americas. The lease
commenced February 1997 for a ten year term. The initial base rent is $44.67 per
square foot with subsequent increases. After adjusting for rent concessions, the
equivalent rent is $45.27 per square foot. In comparison with the subject
property, a downward adjustment was made for size. The adjusted rent is $40.74
per square foot.

     Rental No. 4 involves a 4,353 square foot retail lease within 1290 Avenue
of the Americas located between West 51st and West 52nd streets. This lease
commenced in August 1996 for a fifteen year and six month term. The initial base
rent is $59.73 per square foot. After adjusting for rent concession, the
equivalent rent is $59.73 per square foot. In comparison with the subject
property, a downward adjustment was made for size. The adjusted rent is $56.74
per square foot.

     Rental No. 5 involves a 4,500 square foot retail space available within 49
West 57th Street located between Fifth Avenue and Avenue of the Americas. The
space is available for a ten year term. The initial asking base rent is $130.00
per square foot with subsequent increases. After adjusting for rent concessions,
the equivalent rent is $130.60 per square foot. In comparison with the subject
property, no adjustment were necessary. The adjusted rent is $130.60 per square
foot.

     Rental No. 6 involves a 8,211 square foot retail space available within 57
West 57th Street located between Fifth Avenue and Avenue of the Americas. This
space is available for a ten year term. The initial base rent is $50.00 per
square foot for the ground floor. After adjusting for rent concessions, the
equivalent rent is $150.60 per square foot for the ground floor. In comparison
with the subject property, no adjustment were necessary. The adjusted rent is
$150.60 per square foot.

     Rental No. 7 involves a 1,200 square foot retail space available within
1460 Broadway, located between West 41st and West 42nd streets. This lease is
available for a ten year term. The initial base rent is $15.000 per square foot.
After adjusting for rent concessions, the equivalent rent is $150.00 per square
foot with subsequent increases. In comparison with the subject property, a
downward adjustment was made for size. The adjusted rent is $142.50 per square
foot.

     Prior to adjustment, the comparables reflect a range in base rent of $30.00
to $150.00 per square foot gross. After adjustment to the comparable leases, a
range of $31.20 to $150.60 per square foot gross was revealed. Our adjustment
for rent concessions considers differences in the comparable for market standard
free rent period of six months with the space taken on an "as is" basis.

     The adjusted comparable rentals average $84.96 per square foot. This
compares with the subject's retail leases which produce an average rent of
$39.32 per square foot. In our

- --------------------------------------------------------------------------------
                                      -62-
                                                              CUSHMAN &
                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                     COMPARABLE GARAGE RENTS AND ADJUSTMENTS

<TABLE>
<CAPTION>


- -----------------------------------------------------------------------------------------------------------------------------
                               SUBJECT             RENTAL 1             RENTAL 2            RENTAL 3          RENTAL 4       
- -----------------------------------------------------------------------------------------------------------------------------
<S>                            <C>      <C>         <C>                <C>                   <C>               <C>           
ADDRESS                        TOWER 45         80 PARK AVE.     45 EAST 63RD ST.   301 EAST 66TH ST.  200 EAST 62ND ST.     
                          NEW YORK CITY        NEW YORK CITY        NEW YORK CITY       NEW YORK CITY      NEW YORK CITY     
YEAR BUILT                      1988/89                  N/A                  N/A           CIRCA 1950        CIRCA 1950     

CAPACITY (NO. SPACES)                45                  100                  400                   70               131     

SIZE (SQUARE FEET)                9,732                  N/A                  N/A                  N/A               N/A     

TENANT NAME                                     CONFIDENTIAL               KINNEY        CONFIDENTIAL      CONFIDENTIAL      

BEGININNG DATE                                     EARLY 1996          EARLY 1996              Jan-95            Dec-94      

TERM                                                      15                    5                   8                 3      

LEASE TYPE                        GROSS                GROSS                  NET               GROSS             GROSS      

ANNUAL RENT                    $224,225 1-46        $450,000           $1,100,000            $198,030          $370,599      

RENT ESCALATIONS                                         N/A                 NONE                 N/A       3% INCR/YR.      

RENT PER SPACE                                        $4,500               $2,750              $2,829            $2,829      


ADJUSTMENTS

TIME                                                   0.00%                0.00%               5.00%             10.00%     
TIME ADJUSTED
RENT PER SF                                           $4,500               $2,750              $2,970            $3,112      

LOCATION                                               0.00%                0.00%               0.00%              0.00%     

QUALITY                                                0.00%                0.00%               0.00%              0.00%     

SIZE                                                   0.00%                0.00%               0.00%              0.00%     

CONDITION                                              0.00%                0.00%               0.00%              0.00%     

TOTAL ADJUSTMENT                                       0.00%                0.00%               0.00%              0.00%     

INDICATED RENT/SPACE                                  $4,500               $2,750              $2,970            $3,112      
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>


- ----------------------------------------------------------------
                              RENTAL 5            RENTAL S
- ----------------------------------------------------------------
ADDRESS                     1250 ROADWAY       105 DUANE ST.
                           NEW YORK CITY       NEW YORK CITY
YEAR BUILT                           N/A                 N/A

CAPACITY (NO. SPACES)                200                  72

SIZE (SQUARE FEET)                   N/A                 N/A

TENANT NAME                CONFIDENTIAL        CONFIDENTIAL

BEGININNG DATE                   Jan-94              Feb-94

TERM                                 10                  11

LEASE TYPE                        GROSS               GROSS

ANNUAL RENT                    $833,400            $249,984

RENT ESCALATIONS                    N/A                 N/A

RENT PER SPACE                   $4,167              $3,472


ADJUSTMENTS

TIME                              10.00%             10.00%
TIME ADJUSTED
RENT PER SF                      $4,584              $3,819

LOCATION                          0.00%               0.00%

QUALITY                           0.00%               0.00%

SIZE                              0.00%               0.00%

CONDITION                         0.00%               0.00%

TOTAL ADJUSTMENT                  0.00%               0.00%

INDICATED RENT/SPACE             $4,664              $3,819
- ----------------------------------------------------------------
                                                              CUSHMAN &
                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Income Capitalization Approach
- --------------------------------------------------------------------------------

judgement, side street market rents for retail space within the subject property
are $40.00 per square foot. We estimate market rent for the lobby retail at
$150.00 per square foot.

     In our opinion, the market rent for the retail space within the subject
property is as follows:

     Side Street Frontage        $  40.00/SF
     Lobby Retail                $ 150.00/SF

     The above estimated market rents assume the following concession package.

     ======================================================================
                                Free Rent          Tenant Improvements
     ======================================================================
           New Leases           6 months                  None
     ----------------------------------------------------------------------
         Renewing Leases        3 months                  None
     ======================================================================

Market Rental Rate - Parking Garage Space

     Tower 45 contains a 45 licensed space parking garage in the basement of the
building. Parking space in the Plaza district of Midtown manhattan is at a
premium with garages in many of the office buildings restricting space to
tenants only. The parking garage at the property operates within a rate
structure near the top end of the range for a valet style parking garage in
Midtown Manhattan. The parking garage at the subject property contains 9,732+/-
square feet and was leased in November 1989 to Manhattan Parking West 45th
Street Corporation for a 46 year and six month term. The current annual rent is
$224,225 per annum or $4,983 per space net.

     Parking garages in New York are leased according to license car capacity
which usually has no relation to square footage. Generally, long term operator
leases for garage space in Manhattan range from $2,000 to $4,500 per space as
exhibited on the chart on the facing page. Tower 45 is superior to a majority of
these comparables in terms of location, given its proximity to Rockefeller
Center. The parking garage market had been previously depressed requiring a
number of renegotiated leases on parking garages which were signed in the late
1980s. Our estimate of market rent for this space is $4,500 per space per annum,
assuming a net lease. This is equivalent to $20.81 per square foot of rentable
area.

Market Rental Rate - Storage Space

     Tower 45 contains storage space on the basement level and sub-basement
levels of the building. Total storage space is approximately 2,900 square feet.
Many of the office tenants within the building lease storage space. King &
Spalding, Israels, Brown Raysman and Washington Life, as well as some minor
office tenants lease storage space. The office tenants within the building
generally pay reasonable storage rents ranging from $12.00 to $30.00 per square
foot. Competitive rates for storage space in the Plaza Office District vicinity
range from $10.00 to $20.00 per square foot. We have assigned a market rent to
the storage space in the building of $20.00 per square foot gross in our cash
flow projection.

     Market Rent Storage Space           $20.00/SF

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                                                              WAKEFIELD
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                                             Income Capitalization Approach
- --------------------------------------------------------------------------------

Assumptions Regarding Existing and Proposed Leases

     Our analysis specifically assumes that all of the existing leases will
remain in the property and continue paying rent under the terms of their lease.
Information provided by management indicates that none of the tenants are
currently in default. The tenant base appears to be stable and management has
indicated that defaults are not anticipated.

     Regarding lease expirations, we have assumed a 65 percent probability of
rollover (sign a new lease) and 35 percent probability of turnover (allow the
lease to expire and vacate the property) upon expiration of each primary lease
term. This assumption is based on retention rates quoted by owners and managers
of competitive Manhattan office buildings.

     Typical office, retail and storage leases are ten years in duration. Major
office tenants typically require longer terms, ranging from 15 to 20 years. We
have assumed ten year lease terms for minor tenants, retail tenants and storage
tenants. We have assumed fifteen year lease terms for major tenants.

     Vacancy between leases includes the period of actual downtime and the
construction period to build-out tenant spaces. Consistent with our experience,
we have assumed a five to six month vacancy between leases which includes a
provision for a construction period typically ranging between two and four
months. Vacancy between leases is weighted for a renewal probability of 65
percent (35 percent vacate) resulting in an effective downtime of two months
upon each lease expiration of each tenant.

     Free rent, calculated from the time the new tenant takes occupancy, ranges
from six to eight months in the current market. We have assumed six months of
free rent for minor office tenants and eight months for major tenants. Renewal
tenants are provided with one half (50 percent) of the new tenant rate.

     Ownership reports that the building standard workletter for new tenants is
equivalent to actual cost of $25 to $35 per square foot. Workletters quoted in
the marketplace today range from $25 to $40 per square foot. The subject
property is able to provide workletters similar to those provided in other
buildings. We have assumed $25 to $35 workletters for new tenants, and one half
(50 percent) of this amount to renewal tenants.

Miscellaneous Income

        Sources of miscellaneous income for the property include revenues for
tenant services which has been budgeted in 1997 at $150,000. The second source
of miscellaneous income is derived from overtime electric. Overtime electric is
projected in 1997 to be $233,000. We have assumed these sources of miscellaneous
income will grow thereafter at a rate of 4 percent per annum. The final source
of miscellaneous income is derived from lease settlements with tenants. These
short term settlements total $83,413 in 1997 and continue until 2000.

Reimbursable Expenses (Escalations)

     Tenants are responsible for their pro-rata share of the real estate taxes
when taxes exceed those incurred during the first full year of their occupancy.
This type of escalation is typically also applied to operating expenses in the
majority of Manhattan office buildings. The majority of current leases in the
subject property include this form of escalation whose calculation may be
summarized as follows:

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                                             Income Capitalization Approach
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        Billing Year Operating Expense
        Less: Base Year Operating Expense
        ---------------------------------

        Equals: Increase in Operating Expense
        Multiplied by: Tenant's Pro Rata Share
        --------------------------------------

        Equals: Escalation Computed

     Existing tenants include a variety of escalations including porter wage
increases in lieu of operating expense pass-thru and direct reimbursement
amounts. In addition, certain tenants are paying submetered electric, and other
miscellaneous charges.

     We have assumed that future leases in the subject property will be on a
full service basis. Tenants will be responsible for a) real estate tax increase
over the base calendar year amount billed semi-annually; b) operating expense
escalation, billed monthly; and c) tenant electric on a direct basis.

Vacancy and Collection Loss

     Both the investor and the appraiser are primarily interested in the annual
revenue an income property is likely to produce over a specified period of time,
rather than the income it could produce if it were always 100 percent occupied
and all tenants were paying their rent in full and on time. A normally prudent
practice is to expect some income loss as tenants vacate, fail to pay rent, or
pay their rent late.

     Our cash flow projection assumes a tenant vacancy of nine months upon each
lease expiration set against our probability of renewal estimated at 65 percent,
in addition to a vacancy/global credit loss provision applied to the gross
rental income. The vacancy/global loss provision is applied to all tenants. Our
estimated vacancy/global credit loss provision applied to the gross rental
income is estimated at 1 percent upon stabilization of the property.

     Based on the subject's weighted average downtime between leases, as well as
the preceding absorption schedule for the subject property, the overall average
occupancy rate of the subject property over the eleven year holding period is
98.48 percent. Including our overall vacancy/global credit loss allowance
estimated at 1 percent, the implied overall occupancy rate of the subject
property over the eleven year holding period is 97.48 percent, which is slightly
less than the occupancy levels of comparable buildings over the last four years.

Operating Expenses

     We have analyzed the budgeted expenses for 1994 through 1996; and budgeted
expenses for 1997. We forecasted the property's operating expenses after
reviewing operating expenses of similar buildings and after consulting local
building managers and agents, including Cushman & Wakefield property management
personnel, etc. We also examined industry norms as reported by the BOMA
Experience Exchange Report published by the Building Owners and Managers
Association International, a nationally recognized publication.

     On the following facing page is the income and expense analysis for the
property. The following analysis attempts to utilize the subject's budgeted
expense data supported by the 

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                                                              WAKEFIELD
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<PAGE>

                                    TOWER 45
                        ETWEEN SIXTH AND SEVENTH AVENUES
                                  NEW YORK CITY

                           Income and Expense Analysis
<TABLE>
<CAPTION>

                                         Actual                    Actual                   Actual           
                                        CY 1984                    CY 1985                  CY 1986          
                               ------------------------------------------------------------------------------
                                    Annual                    Annual                  Annual                 
                                    Amount       Per SF       Amount        Per SF    Amount        Per SF   
- -------------------------------------------------------------------------------------------------------------
<S>                             <C>              <C>       <C>             <C>      <C>             <C>      
   Revenue From Operations
    Base Rent Income            $15,821,736      $35.71    $12,719,514     $28.71   $14,101.878     $31.83   
    Rent ConcessIon                      $0       %0.00             $0      $0.00     ($124,378)    ($0.28)  
    Electric Survey Rent                 $0       $0.00             $0      $0.00            $0      $0.00   
    Real Estate Tax Rent          $2,269,70       $5.12     $2,961,488      $6.68    $2,807.157      $6.34   
    CPI Escalation Rent                  $0       $0.00             $0      $0.00          $503      $0.00   
    Operatng Expense Eaducation  $1,275.609       $2.88     $1,113,151      $2.51    $1,425,931      $3.22   
    Potters Wage                   $204,149       $0.46       $204,822      $0.46       $18,567      $0.04   
    Storage Rent                    $23,463       $0.05             $0      $0.00            $0       0.00   
    Metered Electric Rent                $0       $0.00       $411,760      $0.93      $234,891      $0.53   
    Contract Cleaning                    $0       $0.00             $0      $0.00            $0      $0.00   
    Miscellaneous income          $,694,254       $1.57       $126,506      $0.29       $29,613      $0.07   
    Less Vacancy Factor                  $0       $0.00       ($44.512)    ($0.10)     ($55.653)    ($0.13)  
                                         --       -----      --------       ------    --------      ------   
    Total Revenue               $20,288,916      $45.79    $17,492,727      $39.48  $18,438,509     $41.61   

   Expenses
    Payroll and Benefits           $694,811       $1.57       $809,735       $1.83     $739,742      $1.67   
    Utility Expense                $518,962       $1.17        $50,563       $1.22     $539,176      $1.22   
    Janitorial Expense             $890,642       $2.01       $826,921       $1.87     $794,667      $1.79   
    Repairs and Maintenance        $500,212       $1.13       $560,224       $1.26     $833,346      $1.43   
     Security Expense              $281,184       $0.63       $190,957       $0.43     $228,099      $0.51   
     Professional Fees/Admin       $207,941       $0.47     $1,471,035       $3.32     $456,104      $1.03   
    Travel and Entertainment
      Expense                           n/a       $0.00         $6,955       $0.02       $2,980      $0.01   
    Promotional                         n/a       $0.00        $34,806       $0.08      $44,344      $0.10   
    Management Fees              $1,201,615       $2.71     $1,128,822       $2.55   $1,070,284      $2.42   
    Real Estate Taxes            $1,966,872       $4.44     $3,679,416       $8.30   $3,719,990      $8.40   
    BID Tax                             n/a       $0.00            n/a       $0.00          n/a      $0.00   
     Vault Tax                          n/a       $0.00            n/a       $0.00          n/a      $0.00   
    Insurance                      $102,240       $0.23        $98,880       $0.22      $78,687      $0.18   
     Air Rights                         n/a       $0.00            n/a       $0.00          n/a      $0.00   
     Other Expenses                $188,070       $0.42            n/a       $0.00          n/a      $0.00   
                                   --------       -----            ---       -----          ---      -----   
   Total Expenses                 $6,550,549     $14.78     $9,348.314      $21.10   $8,307,599     $18.75   
   Net Operating income          $13,738,367     $31.01     $8,144,413      $18.38  $10,130,910     $22.86   

   Capital Expenditures
     Leasing Commissions           $890,703       $2.01             $0       $0.00           $0       $000   
     Tenant Alterations            $417,095       $0.94             $0       $0.00           $0       $000   
     Capital Improvements           $60,000       $4.00             $0       $0.00           $0       $000   
                                    -------       -----             --       -----           --       ----   
   Cash Flow Before
      Debt Service              $12,370,569      $27.92     $8,144,413      $18.38  $10,130,910     $22.86   

- -------------------------------------------------------------------------------------------------------------
</TABLE>

              Net Rentable Area (NRA)  443,086 Square Feet

                                       Budget              Cushmen & Wakefield
                                       CY 1987             Projection CY 1997
                               ------------------------------------------------
                                   Annual                  Annual
                                   Amount       Per SF     Amount        Per SF
- -------------------------------------------------------------------------------
   Revenue From Operations
    Base Rent Income             $15,219,364    $36.61  $15,985,217    $38.08
    Rent Concession                 ($20,416)  ($0.05)           $0     $0.00
    Electric Survey Rent              $6,516    $0.01            $0     $0.00
    Real Estate Tax Rent          $2,845,456    $6,42    $2.802.403     $6.32
    CPI Escalation Rent               $8,748    $0.02            $0     $0.00
    Operating Expense Escalation  $1,020,434    $2.30    $1,126,657     $2.54
    Porters Wage                    $137,460    $0.31      $130,458     $0.29
    Storage Rent                     $45,804    $0.10            $0     $0.00
    Metered Electric Rent           $144,000    $0.32      $233,000     $0.53
    Contract Cleaning               $129,648    $0.29      $150,000     $0.34
    Miscellaneous income            $680,768    $1.54       $83,413     $0.19
    Less Vacancy Factor            ($638,533)  ($1.44)    ($200,447)   ($0.45)
                                 -----------   ------    -----------    -----
    Total Revenue                $20,581,249   $46.45    $20,310,699    $45.84

   Expenses
    Payroll end Benefits            $492,608    $1.11       $492,608    $1.11
    Utility Expense                 $581,615    $1.31       $581,615    $1.31
    Janitorial Expense              $994,145    $2.24       $794,667    $1.79
    Repairs and Maintenance         $688,174    $1.51       $688,174    $1.51
     Security Expense               $321,092    $0.72       $321,092    $0.72
     Professional Fees/Admin        $423,940    $0.96       $423,940    $0.96
    Travel and Entertainment
      Expense                         $5,460    $0.01         $5,460    $0.01
    Promotional                      $11,316    $0.03        $11,316    $0.03
    Management Fees                 $609,278    $1.38       $132,926    $0.30
    Real Estate Taxes             $3,574,018    $8.07     $3,616,660    $8.16
    BID Tax                         $125,190    $0.28       $125,190    $0.28
     Vault Tax                        $1,597    $0.00         $1,597    $0.00
    Insurance                       $100,000    $0.23       $100,000    $0.23
     Air Rights                      $95,834    $0.22       $575,000    $1.30
     Other Expenses                 $197,395    $0.45             $0    $0.00
                                    --------    -----             --    -----
   Total Expenses                 $8,201,662   $18.51     $7,850,245   $17.72
   Net Operating income          $12,379,587   $27.94     12,460,454   $28.12

   Capital Expenditures
     Leasing Commissions            $34,617    $0.08             $0     $0.00
     Tenant Alterations            $162.155    $0.37             $0     $0.00
     Capital Improvements          $301,000    $0.68        $63,881     $0.14
                                   --------    -----        -------     -----
   Cash Flow Before
      Debt Service              $11,881,815   $26.82    $12,396,573    $27.98

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

              Net Rentable Area (NRA)  443.088 Square Feel
<PAGE>

                                             Income Capitalization Approach
- --------------------------------------------------------------------------------

comparable expense data. The age and unique physical features of the subject
warrant consideration of the subject's budget in estimating market operating
expenses.

     Following are the projected operating, recoverable and non-recoverable
expenses we have used in our cash flow analysis. We have analyzed each item of
expense individually and attempted to project what the typical informed investor
would consider reasonable. Although every expense category is addressed herein,
only those requiring explanation of variations will be discussed in great
detail.

     The forecast of projected growth rates in all categories of expense reflect
typical investor expectations as noted in the Cushman & Wakefield Investor
Survey, which has been placed in the Addenda of this report. Except where noted,
our projected growth rates for the various types of expense categories generally
do not attempt to reflect growth rates for any individual year, but rather the
long term trend over the period of analysis.

Analysis of Expenses

     Variable Expenses

     Payroll Security -Wages, including benefits, covering employees of the
     building such as concierge, engineers and building managers. This expense
     has ranged from $694,811 in 1994 to $739,742 in 1996. The 1997 budgeted
     figure is $492,608. Our forecast of calendar year 1997 expense is $492,608
     which is equivalent to $1.11 per square foot.

     Utility Expense -This category includes building electric, tenant electric
     and the actual cost of water charges and sewer rent. This expense has
     ranged from $516,962 in 1994 to $539,176 in 1996. the 1997 budgeted figure
     is $581,615. Our forecast of calendar year 1997 expense is $581,615 which
     is equivalent to $1.31 per square foot.

     Janitorial Expense -The janitorial cleaning expense includes contract
     cleaning and supplies as well as window cleaning. This expense has ranged
     from $890.642 in 1994 to $794,667 in 1996. The 1997 budgeted figure is
     $994,145. Based upon the 1996 expense, our forecast of calendar year 1997
     expense is $794,667 which is equivalent to $1.79 per square foot.

     Repairs and Maintenance -This category includes actual expenses for
     on-going maintenance. In our opinion, the total expenses appear to be
     reasonable and in line with competitive buildings. This expense has ranged
     from $500,212 in 1994 to $633,346 in 1996. The 1997 budgeted figure is
     $668,174. Our forecast of calendar year 1997 expense is $668,174 which is
     equivalent to $1.51 per square foot.

     Security -This category includes security expenses performed by a related
     party of ownership. Although a related party, our analysis of these costs
     indicated that the figures are reasonable. This expense has ranged from
     $281,184 in 1994 to $228,099 in 1996. The 1997 budgeted figure is $321,092.
     Our forecast of calendar year 1997 expense is $321,092 which is equivalent
     to $0.72 per square foot.

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                                             Income Capitalization Approach
- --------------------------------------------------------------------------------

     Professional Fees and Administration -Professional fees and administration
     have ranged from $207,941 in 1994 to $456,104 in 1996. The 1997 budgeted
     figure is $423,940. We have relied on the budgeted figure of $423,490 or
     $0.96 per square foot since its is in line with the professional fees
     category from comparable buildings.

     Travel and Entertainment --Travel and entertainment costs have ranged form
     $6,955 in 1995 to $2,980 in 1996. The 1997 budgeted figure is $5,460. Our
     forecast of calendar year 1997 expense is $5,460 which is equivalent to
     $0.01 per square foot.

     Promotional Expense -This expense reflects the actual cost of promotional
     costs. This expense has ranged from $34,806 in 1995 to $44,344 in 1996. The
     1997 budgeted figure is $11,316. Our forecast of calendar year 1997 expense
     is $11,316 which is equivalent to $0.03 per square foot.

     Management Fee -Tower Equities, which is controlled by ownership, acts as
     managing agent for the property. Assuming a third party sale of the
     property, we have applied a management fee consistent with rates quoted by
     Manhattan brokerage and management firms. Our forecast of calendar year
     1997 expense is $132,926 which is equivalent to $0.30 per square foot.

     Real Estate Taxes -The first year's real estate taxes are projected to be
     $3,616,660 which is equivalent to $8.16 per square foot of rentable area.
     This represent our estimated 1997 calendar year taxes, which have been
     discussed in detail under the Real Property Taxes and Assessments section
     of this report.

     BID Tax -This expense reflects the actual costs of building improvements
     district taxes. The 1997 budgeted figure is $125,190. Our forecast of
     calendar year 1997 expense is $125,190 which is equivalent to $0.28 per
     square foot.

     Vault -This expense reflects the actual cost of vault taxes. The 1997
     budgeted figure is $1,597. Our forecast of calendar year 1997 expense is
     $1,597.

     Insurance -This insurance expense includes the actual cost of fire and
     extended liability coverage. This expense has ranged from $102,240 in 1994
     to $78,867 projected in 1996. The 1997 budgeted figure is $100,000. Our
     forecast of calendar year 1997 expense is $100,000 which is equivalent to
     $0.23 per square foot.

     Air Rights -The air rights expense includes the amount the building owner
     must pay for the rights to use 124,000 square feet of air rights from the
     adjacent Belasco Theatre c/o Shubert Organization. The air rights lease is
     for a 250 year term dated November 13, 1986. The base rent increased from
     $475,000 to $575,000 on April 1, 1992. The base rent includes an escalation
     clause, effective January 1, 2001, which increases the rent (as additional
     rent) to 4 percent of "adjusted gross income" in excess of base rent. Based
     on our analysis, we have determined that the "adjusted gross income" will
     not exceed the minimum breakpoint during the course of holding period and,
     therefore, no additional rent will be payable. Our forecast for calendar
     year 1997 is $575,000 in 1997, which is equivalent to $1.30 per square
     foot.

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                                             Income Capitalization Approach
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Total Operating Expenses

     In our analysis of the subject property, the total operating expenses
estimated for calendar year 1997 are $3,533,395 or $7.97 per square foot of net
rentable area excluding real estate and BID taxes and air rights expense. Our
operating expenses estimated for the subject property are within the range of
actual operating expenses of competing primary office buildings located in
Midtown Manhattan as presented below.

<TABLE>
<CAPTION>

==========================================================================================================
                                          Primary Office Building
                                             Operating Expenses
==========================================================================================================
                                          # of
         Name/Location           Age     Stories         NRA        Year Surveyed     Expenses/SF NRA
==========================================================================================================
     <S>                         <C>       <C>         <C>           <C>                   <C>  
     2 Grand Central Tower       1982      44          563,399       1996 Budget           $7.72
- ----------------------------------------------------------------------------------------------------------
  1325 Avenue of the Americas    1989      34          748,228       1997 Budget           $7.44
- ----------------------------------------------------------------------------------------------------------
        280 Park Avenue          1968      43          636,953       1996 Budget           $8.98
==========================================================================================================
</TABLE>

     The three expense comparables reflect a range of $7.44 per square foot to
$8.98 per square foot. These three buildings are very comparable to the subject
property and, reflect a percentage variance from Tower 45's reconciled expenses
of 3 percent in the case of 2 Grand Central Tower, 7 percent for 1325 Avenue of
the Americas and 13 percent in the case of 280 Park Avenue. In our judgment, a
reconciled expense figure of $7.97 per square foot is reasonable for the subject
property considering its age and size.

Leasing Commissions and Tenant Alteration Costs

     Leasing commissions have been based upon the generally accepted standard
schedule. The standard schedule quoted by Cushman & Wakefield, Inc. depends upon
the length of the lease: 5 percent for year 1; 4 percent for year 2; 3.5 percent
for years 3 through 5; 2.5 percent for years 6 through 10; 2 percent for years
11 through 20. This schedule results in the following percentages of the first
year's base rent:

                       5 Year Lease - 19.5% or 3.90% per year
                      10 Year Lease - 32.0% or 3.20% per year
                      15 Year Lease - 42.0% or 2.80% per year
                      20 Year Lease - 52.0% or 2.60% per year

     Leasing commissions are typically higher for new tenants than renewal
tenants. A new tenant typically causes a full commission to be paid, whereas a
renewing tenant typically results in a half commission. We have incorporated
this standard assumption in our cash flow projection.

     Many Manhattan office building owners employ exclusive leasing agents who
receive a commission in addition to the commission payable to an outside broker.
The subject property, given its size and leasing profile, is felt to be typical
of a building whose ownership would employ an exclusive agent. We have,
therefore, assumed a full commission on each lease assuming that 50 percent of
all new leases would be originated by outside brokers; with the balance of the
leases originated by the exclusive agent. Assuming a 50 percent override to the
exclusive agent, each new lease would incur a commission expense of 125 percent
of the

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                                             Income Capitalization Approach
- --------------------------------------------------------------------------------

standard rate (50 percent override times 50 percent outside brokers = 25 percent
override) plus 100 percent full commission = 125 percent.

     Manhattan office building owners typically refurbish office areas to tenant
specifications. Known as a tenant workletter, the refurbishment typically takes
the form of the demolition of the old improvements, the addition of new
partitions, lighting and carpeting. In certain instances, new ceilings and
renovated bathrooms are provided. Alternatively, a lump sum amount is given to a
tenant to spend for improvements. Tenant improvements are expressed as a dollar
amount per square foot; like leasing commissions, new tenants typically receive
a larger amount than renewing tenants. Tenant workletters are typically offered
to office tenants while retail and storage spaces are generally leased on an "as
is" basis.

Reserves for Replacements

     It is customary and prudent to deduct an annual sum from effective gross
income to establish a reserve for replacing short-lived items throughout the
building. These costs may include roof repair, HVAC upgrades and ADA Compliance.
Our 1997 projection of $66,463, or $0.15 per square foot of rentable area, is a
reasonable amount to cover the cost of capital expenditures over the course of
the investment holding period.

Discounted Cash Flow Analysis

     In the discounted cash flow analysis, we employed the ARGUS software
program which allowed us to simulate the operating characteristics of the
property and to make a variety of operating assumptions. We tried to reflect the
most likely investment assumptions of typical buyers and sellers in this
particular market segment.

Discounted Cash Flow Assumptions

     We used the following figures and assumptions in the computer model.

        Years in Forecast:                   12 FY 1998 - FY 2009

        Holding Period:                      11 FY 1998 - FY 2008

        Starting Date:                       October 1, 1997

        Market Rental Rate (Year 1)
              Floors   2 - 12:               $30.00/SF
              Floors 14 - 25:                $33.00/SF
              Floors 26 - 40:                $35.00/SF

                                             For 10 and 15 year leases, a 15%  
                                             step-up in base rent is assumed in
                                             the sixth and eleventh years of   
                                             each lease.                       
                                             
              Ground Floor Retail Space:     $  40.00/SF
              Lobby Retail Space:            $ 150.00/SF
              Storage Space:                 $  20.00/SF

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                                             Income Capitalization Approach
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              Miscellaneous Income:          Miscellaneous income was based upon
                                             1997 budgeted figures for overtime 
                                             HVAC charges along with other      
                                             service related pass-throughs.     
                                             
        Growth in Market Rental Rate:        4% per annum

        Expense and Tax Pass-Throughs:       Gross leases - tenant pays pro-rata
                                             share of real estate tax and      
                                             porters wage cost increases over a
                                             lease year base.                 

        Expense Growth Rate:                 4% per annum

        Consumer Price Index:                4% per annum

        Free Rent - New Leases
              Major Tenants:                 8 months
              Minor Tenants:                 6 months

        Free Rent - Renewing Leases
              Major Tenants:                 4 months
              Minor Tenants:                 3 months

        Lease Term (Typical)
              Major Tenants:                 15 years
              Minor Tenants:                 10 years

        Renewal Probability:                 65%

        Tenant Improvements - New Leases
              Major Tenants:                 $35.00/SF
              Minor Tenants:                 $25.00/SF

        Tenant Improvements - Renewing Leases
              Major Tenants:                 $15.00/SF
              Minor Tenants:                 $10.00/SF

        Leasing Commissions:                 Depends on length of lease: 5% for
                                             year 1; 4% for year 2; 3.5% for  
                                             years 3 through 5; 2.5% for each 
                                             year thereafter up to 10 years;  
                                             2.0% for each year thereafter up 
                                             to 15 years. All payable in year 1
                                             of the lease.                    
                                             
        Vacancy Between Leases
              Minor Tenants:                 6 months (prior to renewal       
                                             probability of 65%; effective   
                                             vacancy is 2 months).           
                                             
        Credit Loss:                         1% (average; applies to all 
                                             tenants).

        Reversion Year:                      FY 2009

- -------------------------------------------------------------------------------
                                     -70-
                                                              CUSHMAN &
                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Income Capitalization Approach
- --------------------------------------------------------------------------------

        Reversion Cap Rate:                  9.0% (applied to net operating
                                             income).

        Reversion Selling Expenses:          5.25% (includes brokerage, legal 
                                             fees and estimated transfer taxes)
                                             
        Discount Rate (IRR):                 11.0%

Cash Flow Projection

    On the following pages may be found our 12 year cash flow projections which
includes our 11 year holding period and 12th year reversionary year. The cash
flows reflect the results of the projection imported to Microsoft Excel. The
cash flow exhibits a value matrix end of the cash flow pattern over the
projection period.

Terminal Capitalization Rate Selection

     A terminal overall capitalization rate (OAR) was used to estimate the
market value of the property at the end of the assumed investment holding
period. The rate is applied to the eleventh year estimate of net operating
income of the replacements (before general capital reserves). We estimated an
appropriate terminal rate based on indicated rates in today's market
(approximately 8 to 9 percent).

            ======================================================
                       Summary of Capitalization Rates
            
            ======================================================
                   Sale No.              Capitalization Rate
            ======================================================
                      1                         4.27%
            ------------------------------------------------------
                      2                          8.23%
            ------------------------------------------------------
                      3                          9.17%
            ------------------------------------------------------
                      4                        10.50%
            ------------------------------------------------------
                      5                        10.94%
            ======================================================

     A premium was added to today's rates to allow for the risk of unforeseen
events or trends which might affect our estimate of net operating income during
the holding period, including a possible deterioration in market conditions for
the property. Investors typically add 50 to 100 basis points to the "going-in"
rate to arrive at a terminal OAR, according to Cushman & Wakefield's periodic
investor surveys.

- --------------------------------------------------------------------------------
                                      -71-
                                                              CUSHMAN &
                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

================================================================================
                                    TOWER 45
                               CASH FLOW ANALYSIS
================================================================================
<TABLE>
<CAPTION>
============================================================================================================================
                                          YEAR 1        YEAR 2        YEAR 3        YEAR 4        YEAR 5        YEAR 6      
                                          FY 1998       FY 1999       FY 2000       FY 2001       FY 2002       FY 2003     
<S>                                      <C>           <C>          <C>           <C>           <C>           <C>           
RENTAL INCOME
All Tenants                              $16,383,015   $16,687,177  $16,908,599   $18,725,281   $16,638,290   $16,632,695   
Free Rent                                         $0     ($171,021)   ($204,616)    ($291,094)    ($877,270)    ($609,291)  
                                         -----------------------------------------------------------------------------------
TOTAL MINIMUM RENTAL INCOME              $16,383,015   $16,516,156  $16,703,983   $16,434,187   $15,761,020   $16,023,404   
Real Estate Taxes & ICIP                  $3,721,229    $4,103,478   $4,119,791    $4,159,312    $3,810,082    $3,512,670   
Operating Expenses                        $1,188,198    $1,363,968   $1,505,071    $1,638,317    $1,506,194    $1,477,017   
Porters Wage                                $145,646      $110,808      $15,093            $0            $0            $0   
                                         -----------------------------------------------------------------------------------
TOTAL GROSS RENTAL INCOME                $21,438,088   $22,094,410  $22,343,938   $22,231,816   $21,077,296   $21,013,091   
Less: Vacancy & Collection Loss            ($214,381)    ($220,944)   ($223,439)    ($222,318)    ($210,773)    ($210,131)  
                                         -----------------------------------------------------------------------------------
Effective Rental Income                  $21,223,707   $21,873,466  $22,120,499   $22,009,498   $20,866,523   $20,802,960   
Add: Lepatner Settlement                     $30,167            $0           $0            $0            $0            $0   
Add: Pecker Settlement                       $55,749       $57,979      $60,298        $5,074            $0            $0   
Add: Overtime Electric                      $239,990      $249,590     $259,573      $269,956      $280,754      $291,985   
Add: Miscellaneous Services                 $154,500      $160,680     $167,107      $173,791      $180,743      $187,973   
                                         -----------------------------------------------------------------------------------
EFFECTIVE GROSS INCOME                   $21,704,113   $22,341,715  $22,607,477   $22,458,319   $21,328,020   $21,282,918   

OPERATING EXPENSES:
Real Estate Taxes & ICIP                  $4,415,698    $5,186,161   $5,313,265    $5,435,124    $5,560,695    $5,690,091   
Operating Expenses                        $3,639,397    $3,784,972   $3,936,372    $4,093,826    $4,257,580    $4,427,883   
Air Rights Expense                          $575,000      $575,000     $575,000      $575,000      $575,000      $575,000   
                                         -----------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES                  $8,630,095    $9,546,133   $9,824,637   $10,103,950   $10,393,275   $10,692,974   

NET OPERATING INCOME                     $13,074,018   $12,795,582  $12,782,840   $12,354,369   $10,934,745   $10,589,944   

ALTERATIONS                                  $99,350      $309,226     $110,301    $1,202,123      $580,826      $948,833   
COMMISSIONS                                       $0      $193,634      $71,217      $658,928      $367,399      $553,290   
CAPITAL RESERVES                             $65,797       $68,429      $71,166       $74,013       $76,973       $80,052   
                                         -----------------------------------------------------------------------------------

TOTAL CASH FLOW                          $12,908,871   $12,224,293  $12,530,156   $10,419,305    $9,909,547    $9,007,769   
                                                  $0            $0           $0            $0            $0            $0   
                                                                                                                            

Annual Overall Capitalization Rate             13.76%        13.47%       13.46%        13.00%        11.51%        11.15%  
Annual Cash on Cash Return                     13.59%        12.87%       13.19%        10.97%        10.43%         9.48%  

<CAPTION>
==========================================================================================================================
                                        YEAR 7        YEAR 8        YEAR 9        YEAR 10       YEAR 11       YEAR 12
                                        FY 2004       FY 2005       FY 2006       FY 2008       FY 2006       FY 2009
<S>                                    <C>           <C>          <C>            <C>          <C>            <C>        
RENTAL INCOME
All Tenants                            $16,748,265   $16,243,155  $16,985,891    $18,478,095  $20,010,345    $20,237,014
Free Rent                                ($399,378)  ($1,384,574) ($2,009,299)   ($1,862,104)   ($219,541)       ($9,741)
                                      ------------------------------------------------------------------------------------
TOTAL MINIMUM RENTAL INCOME            $16,348,887   $14,858,581  $14,976,592    $16,615,991  $19,790,804    $20,227,273
Real Estate Taxes & ICIP                $3,360,611    $2,391,844   $1,385,542       $834,688     $682,231       $822,036
Operating Expenses                      $1,532,438    $1,072,026     $627,810       $525,738     $631,068       $929,607
Porters Wage                                    $0            $0           $0             $0           $0             $0
                                      ------------------------------------------------------------------------------------
TOTAL GROSS RENTAL INCOME              $21,241,936   $18,322,451  $16,989,944    $17,976,415  $21,104,103    $21,978,918
Less: Vacancy & Collection Loss          ($212,419)    ($183,225)   ($169,899)     ($179,764)   ($211,041)     ($219,769)
                                      ------------------------------------------------------------------------------------
Effective Rental Income                $21,029,517   $18,139,226  $16,820,045    $17,796,651  $20,893,062    $21,759,127
Add: Lepatner Settlement                        $0            $0           $0             $0           $0             $0
Add: Pecker Settlement                          $0            $0           $0             $0           $0             $0
Add: Overtime Electric                    $303,664      $315,810     $328,443       $341,581     $355,244       $369,454
Add: Miscellaneous Services               $195,492      $203,311     $211,444       $219,902     $228,698       $237,846
                                      ------------------------------------------------------------------------------------
EFFECTIVE GROSS INCOME                 $21,528,673   $18,658,347  $17,359,932    $18,358,134  $21,477,004    $22,366,427

OPERATING EXPENSES:
Real Estate Taxes & ICIP                $5,823,429    $5,960,830   $6,102,418     $6,248,322   $5,749,782     $5,255,826
Operating Expenses                      $4,604,998    $4,789,198   $4,980,766     $5,179,997   $5,387,197     $5,602,884
Air Rights Expense                        $575,000      $575,000     $575,000       $575,000     $575,000       $575,000
                                      ------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES               $11,003,427   $11,325,028  $11,658,184    $12,003,319  $11,711,979    $11,433,512

NET OPERATING INCOME                   $10,525,246    $7,333,319   $5,701,748     $6,354,815   $9,765,025    $10,932,915

ALTERATIONS                               $957,494    $2,741,012   $1,670,247     $2,698,968     $336,478        $50,931
COMMISSIONS                               $562,269    $1,637,621   $1,003,526     $1,551,190     $184,991        $36,581
CAPITAL RESERVES                           $83,254       $86,584      $90,046        $93,650      $97,396       $101,292
                                      ------------------------------------------------------------------------------------

TOTAL CASH FLOW                         $8,922,229    $2,868,102   $2,937,927     $2,011,007   $9,146,160    $10,744,111
                                                $0            $0           $0             $0 $115,011,788
                                                                                              (Reversion)

Annual Overall Capitalization Rate           11.08%         7.72%        6.00%          6.69%       10.28%         11.51%
Annual Cash on Cash Return                    9.39%         3.02%        3.09%          2.12%        9.63%         11.31%
</TABLE>

                                                                 
                                                                 
- -----------------------------------------------------------------
                       Sale/Yield Matrix  (000's)                
                           Terminal Cap Rate
               --------------------------------------------------
  IRR            8.00%         8.50%        9.00%         9.50%  
- -----------------------------------------------------------------
  9.50%        109,574       106,768      104,273       102,040  
               --------------------------------------------------
 10.00%        106,103       103,434      101,061        98,938  
               --------------------------------------------------
 10.50%        102,792       100,252       97,994        95,974
               --------------------------------------------------
 11.00%         99,630        97,214       95,065        93,143  
               --------------------------------------------------
 11.50%         96,611        94,311       92,267        90,437  
               --------------------------------------------------
 12.00%         93,728        91,538       89,592        87,850  
- -----------------------------------------------------------------
                                                                 
- -----------------------------------------------------------------
                                                                 
                                                                 


- --------------------------------------------------------------------------------
VALUATION                                                  
- --------------------------------------------------------------------------------
Discount Rate                                   11.00%     

Terminal Capitalization Rate                     9.00%     
                                                           
Cost of Sale at Reversion                         5.25%    
Square Footage NRA(sf)                         443,086     
Holding Period                                      11     
                                                           
Value of Cash Flow                         $58,574,030     
Value of the Reversion                      36,491,321     
                                          -------------
Total Value                                $95,065,351     

ESTIMATED MARKET VALUE                     $95,000,000     
   Per Square Foot                                $214     
   Overall Capitalization Rate (on NOI)          13.76%    
                                                           
                                                              CUSHMAN &
                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Income Capitalization Approach
- --------------------------------------------------------------------------------

Discount Rate Analysis

     Our valuation endeavored to reflect the most likely actions of typical
buyers and sellers in this market. We forecasted cash flows and discounted them
and the future property value at reversion to a present value at various
internal rates of return (yield rates) currently anticipated by investor in
similar-quality investments. The yield rate (internal rate of return or IRR) is
the single rate that discounts all future equity benefits (cash flows and equity
reversion) to an estimated present value.

     In the discounted cash flow analysis, we employed the Pro-Ject computer
program. This program simulates the operating characteristics of the property
and allow us to make a variety of operating assumptions. We tried to reflect the
most likely investment assumptions of typical buyers and sellers in this
particular market segment.

     Analysis by the discounted cash flow method is examined over a holding
period that allows the investment to mature, the investor to recognize a return
commensurate with the risk taken and a recapture of the original investment.
Typical holding periods usually range from 5 to 15 years (typically 10 years)
and are sufficient for the majority of institutional grade real estate such as
the subject to meet the criteria noted above. In the instance of the subject, we
have analyzed the cash flows anticipated over an 11-year projection period. Our
analysis has been performed on a fiscal year basis, commencing October 1, 1997.

     A sale or reversion is deemed to occur at the end of the 12th year, based
upon capitalization of the following year's net operating income. This is based
upon the premise that a purchaser in the 11th year is buying the following
year's net income. Therefore, our analysis reflects this situation by
capitalizing the first year of the next holding period.

     The present value was formulated by discounting the property cash flows at
various rates. The yield rate utilized to discount the projected cash flow and
eventual property reversion was based on an analysis of anticipated yield rates
of investors dealing in similar investments. The rates reflect acceptable
expectations of yields to be achieved by investors currently in the marketplace
shown in their current investment criteria and as extracted from office
buildings.

     A yield rate differs from an income rate, such as cash-on-cash (equity
dividend rate or cash flow after debt service), in that it takes into
consideration all equity benefits including the equity reversion at the time of
resale, in addition to annual cash flows. The internal rate of return is the
single-yield rate that discount all of the future equity benefits (cash flows
and equity reversion) to the original equity investment. The yield rates
currently accepted by investors in the market can be applied to a projected cash
flow and reversion in order to estimate the present value of the projected
income stream, and therefore, the value of the subject property.

     Since any real estate investment must compete in the open market for
capital, it must be competitive with the various alternatives available in the
financial marketplace. In developing an appropriate risk rate for the subject,
we have given consideration to a number of different investment opportunities.
These other non-real estate alternatives are important to an equity investor
when contemplating investments including long-term rates such as Corporate AAA
bonds and 30 year Treasury Bonds. In addition, consideration was also given to
the current prime rate of 8.25 percent and the current discount rate of 5.00
percent.

- --------------------------------------------------------------------------------
                                      -73-
                                                              CUSHMAN &
                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Income Capitalization Approach
- --------------------------------------------------------------------------------

     Cushman & Wakefield also regularly publishes an Investor Survey outlining
current investment parameters of major forces in the real estate marketplace.
The results of this most recent survey, prepared as of Summer 1997 is provided
within this section of this report. The investment instruments described above,
the pre-tax yield requirements in our survey and the expected yields from the
sale transactions previously cited in the Sales Comparison Approach, provide a
benchmark for prevailing real estate market conditions, especially when
differing investment characteristics are considered. These yields are considered
to be the best indicators available of general yield expectations in the
marketplace.

     Major investors in existing investment grade real estate such as office
buildings, shopping centers and industrial facilities currently require equity
yield rates in the range between 10.0 and 15.0 percent depending upon the
attraction, duration and quality of a project's cash flow, the type of property,
recent market activity, availability and terms of financing, risk perception,
tax benefit potential and future value considerations.

     Obviously, with risk being commensurate with return, the more secure income
streams would tend to fall towards the lower end of current yields, with those
properties containing more risk, falling towards the upper end. We also must
consider the fact that the subject property, as a primary building located in a
prime submarket of Midtown Manhattan is investment grade. This factor will be
considered in our analysis of the investment returns cited in the investor
survey.

     The residual cash flows annually generated by the subject property comprise
only the first part of the return which an investor will receive. The second
component of this investment return is the pre-tax cash proceeds from the resale
of the property at the end of a projected investment holding period. Typically,
investors will structure a provision in their analysis in the form of a rate
differential over a going-in capitalization rate in projecting a future
disposition price. The view is that the improvement is then older and the future
is more difficult to visualize, hence a slightly higher rate is warranted for
added risks in forecasting.

     The Cushman & Wakefield Valuation Advisory Services has surveyed national
real estate investors to determine their investment objectives. Cushman &
Wakefield Appraisal Service's National Investor Summer 1997 details the
investment requirements of active investors in the marketplace. Regarding office
buildings, these investors generally required internal rates of return from
10.00 to 12.00 percent with the average-low and high ranging from 11.00 to 11.8
percent, respectively. Going-in capitalization rates range from 8.00 to 11.00
percent, with the average-low and high ranging from 8.90 to 9.50 percent,
respectively. Terminal capitalization rates range from 8.50 to 11.00 percent
with the average low and high ranging from 9.20 to 9.70 percent, respectively.
Growth rates for income and expenses generally range from 3.00 to 4.00 percent.

- --------------------------------------------------------------------------------
                                      -74-
                                                              CUSHMAN &
                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Income Capitalization Approach
- --------------------------------------------------------------------------------

     The following table summarizes Cushman & Wakefield Appraisal Service's
National Investor Summer 1997.

================================================================================
                      Cushman & Wakefield's Investor Survey
                                   Summer 1997
                             Offices - Urban Class A
<TABLE>
<CAPTION>

======================================================================================================
                                OAR                                                Growth Rates
               ----------------------------------                   ----------------==================
   Number of
   Responses          In              Out                IRR             Income          Expenses
======================================================================================================
<S>    <C>      <C>              <C>               <C>                <C>              <C>         
       16       8.00% - 10.50%   8.50% - 11.00%    10.00% - 12.00%    3.50 - 5.00%     3.00% -4.00%
======================================================================================================
</TABLE>

     Additional publications of investment parameters of national investors lend
support to Cushman & Wakefield Appraisal Service's Investor Survey Autumn 1996.
National Market Indicators, as of the second quarter 1997 published by Peter F.
Korpacz & Associates, Inc. is summarized as follows:

     ====================================================================
                            National Market Indicators
                               Second Quarter 1997
                            Manhattan Office Buildings
     ====================================================================
                                      Range               Average
     ====================================================================
                 IRR               10.00% to 18.00%               11.76%
     --------------------------------------------------------------------
               OAR/In               7.50% to 12.00%                9.17%
     --------------------------------------------------------------------
               OAR/Out              7.00% to 11.50%                9.22%
     ====================================================================
      (1) Averages    
     ====================================================================
      Source: Real Estate Investor Survey, Peter F. Korpacz & Associates
     ====================================================================

     The wide range of investment parameters indicate that property risk and
yield are assessed to a particular investment property based on a variety of
variables. Risk is the primary determinant, and the risk variables include:
whether the property is purchased for cash or will be leveraged; whether current
contract rents are significantly above or below current market rents; the amount
and timing of tenant roll-overs; the risk to lease-up the property and the
strength of the market during the lease-up period; the durability of the cash
flow, and its ability to increase with inflation along with the creditworthiness
of the existing tenancy; investor demand for the property type; the
diversification of the metropolitan area; the property's location within the
local market and the supply and demand for the property type within the market;
and the effective age of the property.

     Our selection of the investment parameters utilized to estimate the market
value of the subject property, was based on the preceding data, including
Cushman & Wakefield's National Investor Survey and Peter F. Korpacz Real Estate
Survey. In our selection of the investment parameters utilized to estimate the
market value of the subject property, we have also consulted members of Cushman
& Wakefield's Financial Services Group and rates derived from actual sales, as
indicated in our Sales Comparison Approach, which reflects the recent downward
trend in going-in cap rates, particularly for well located properties with
upside potential. In our judgment, the investor survey conclusions should be
adjusted downward 50 to 100 basis points to allow for the recent improvement in
the marketplace.

- --------------------------------------------------------------------------------
                                      -75-
                                                              CUSHMAN &
                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Income Capitalization Approach
- --------------------------------------------------------------------------------

Conclusion

     Based upon the above, it is our opinion that an investor would require a
discount rate in the range of 10.5 to 11.5 percent with a terminal
capitalization rate ranging from 8.5 to 9.5 percent. Accordingly, we have
discounted the projected future pre-tax cash flows to be received by an equity
investor in the subject property to a present value from 10.5 to 11.5 percent at
50 basis point intervals. Discounting these cash flows over the range of yields
and terminal rates now being required by participants in the market for this
type of real estate places additional perspective upon our analysis. A valuation
matrix for the subject property is presented below.

================================================================================
                                Valuation Matrix
                         Tower 45 - Market Value "As Is"
                                     ($000)
================================================================================
                                      Terminal Capitalization Rates
                       =========================================================
           IRR               8.5%                  9.0%                9.5%
- --------------------------------------------------------------------------------
          10.5%            $100,300               $98,000            $96,000
          11.0%            $ 97,200               $95,100            $93,100
          11.5%            $ 94,300               $92,300            $90,400
================================================================================

     The value of the subject property varies with the discount rates and range
of terminal capitalization rates from approximately $90,400,000 to $100,300,000,
as rounded. Given consideration to all of the characteristics of the subject
property previously discussed, we feel that a prudent investor would require a
yield which falls near the mid-aspect of the market range outlined above for
this property.

     In view of the analysis presented, it is our opinion that the discounted
cash flow analysis indicates a market value of $95,000,000, as rounded, for the
subject property. The indices of investment generated through this indication of
value are presented as follows.

          ==========================================================
                        Tower 45 - Market Value "As Is"
                              New York, New York
          ==========================================================
             Terminal Capitalization Rate             9.0%
          ----------------------------------------------------------
                     Equity Yield                    11.0%
          ----------------------------------------------------------
                   Price/SF of NRA                  $214.41
          ==========================================================

     In the final analysis, it is our opinion that the value of the leased fee
estate subject to the air rights lease in the land and improvements by the
Income Capitalization Approach is $95,000,000.

     This value estimate produces an actual going-in capitalization rate of
13.76 percent, based upon the annualized net operating income as of the date of
value. It is noted that the going-in rate is high, owing to the above market
income in the initial years of the holding period.

     The overall capitalization rate is within the range generally required by
investors as noted in the Cushman & Wakefield Investor Survey (8.0 to 11.0
percent). Regarding the composition of the yield, as analyzed on the following
page, 61.61 percent of the subject's ultimate yield is represented by cash flow
compared to 38.39 percent being attributable to the reversion. Overall, this
relationship is believed acceptable in today's environment as an appropriate
distribution of risk for a property with stabilized occupancy.

- --------------------------------------------------------------------------------
                                      -76-
                                                              CUSHMAN &
                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                    TOWER 45
                        BETWEEN SIXTH AND SEVENTH AVENUES
                                  NEW YORK CITY

                          Discounted Cash Flow Analysis

- --------------------------------------------------------------------------------
                 NET          DISCOUNT         PRESENT                 ANNUAL
FISCAL          CASH          FACTOR @        VALUE OF  COMPOSIlION CASH ON CASH
 YEAR           FLOW           11.00%        CASH FLOWS    OF YIELD    RETURN
- --------------------------------------------------------------------------------
 One     $   12,908,871   X   0.900901  = $  11,629,614     12.23%     13.59%
 Two     $   12,224,293   X   0.811622  = $   9,921,510     10.44%     12.87%
 Three   $   12,530,156   X   0.731191  = $   9,161,942      9.64%     13.19%
 Four    $   10,419,305   X   0.658731  = $   6,863,519      7.22%     10.97%
 Five    $    9.909,547   X   0.593451  = $   5,880,834      6.19%     10.43%
 Six     $    9,007,769   X   0.534641  = $   4,815,921      5.07%      9.48%
 Seven   $    8,922,229   X   0.481658  = $   4,297,467      4.52%      9.39%
 Eight   $    2,868,102   X   0.433926  = $   1,244,545      1.31%      3.02%
 Nine    $    2,937,927   X   0.390925  = $   1,148,508      1.21%      3.09%
 Ten     $    2,011,007   X   0.352184  = $     708,245      0.75%      2.12%
 Eleven  $    9,146,160   X   0.317283  = $   2,901,924      3.05%      9.63%
                                                                      --------
Total Present Value of Cash Flows         $  58,574,030     61.61%      8.81% 
                                                                       Averge 
                                                                      --------
Reversion:
    Twelve       $10,932,915 (1) /     9.00%  =    $121,476,833
              Less: Cost of Sale @     5.25%         $8,377,534
              Less: T.1. and Comm.                      $87,512
              Net Reversion                        $115,011,788
              X Discount Factor                        0.317283
                                                       --------
Total Present Value of Reversion                    $36,491,321       38.39%
                                                                      ------
Total Present Value                                 $95,065,351      100.00%

                       ROUNDED:                     $95,000,000
                                                    ===========

        --------------------------------------------------------
        Net Rentable Area (S.F.):                       443,086
           Per Square Foot of Net Rentable Area         $214.41
           Implicit Going-In Capitalization Rate:
           Year One NOI ( 12 Months )               $13,074,018
           Going-In Cap Rate                             13.76%
        --------------------------------------------------------

Note: (1) Net Operating Income

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



                                                              CUSHMAN &
                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                    RECONCILIATION AND FINAL VALUE ESTIMATE
- --------------------------------------------------------------------------------

     We have considered all of the traditional approaches to estimating market
value of commercial real estate in our analysis. Two of the three traditional
approaches were utilized, indicating the following values for the subject
property.

     Sales Comparison Approach                    $100,000,000

     Income Capitalization Approach                $95,000,000

     The Cost Approach has not been utilized in this report. The Cost Approach
requires an estimation of the cost to reproduce or replace the existing
improvements of the property. From this cost new of improvements accrued
depreciation from physical, functional and economic sources is deducted to
arrive at a cost less depreciation. The estimated land value is then added to
arrive at total value. The Cost Approach was not utilized in this report due to
the lack of comparable data to estimate the site's land value. The subjectivity
of estimating accrued depreciation of aged existing improvements limits the
reliability of this approach. Although the Midtown Manhattan office leasing
market is strengthening, it is questionable whether the subject property would
be replaced today since market rents are not at a level to justify construction
costs. In addition, we know of few investors who utilize replacement cost as the
basis for their investment decisions.

     The Sales Comparison Approach consists of the collection and analysis of
data relevant to actual sales of properties deemed comparable to the subject
property. Properties which have been sold are compared to the property under
appraisal and adjustments to the sale prices are made based on differences
between the subject property and the comparable sales. Adjustments are typically
made for location, date of sale, building size, quality of construction and
other relevant characteristics.

     The Income Capitalization Approach converts anticipated future cash flows
into a present value estimate. This method is based on the premise that the
motivation for a property purchase is a function of the anticipation of future
benefits to be gained from the investment. The potential purchaser, in essence,
will trade the purchase price of the property for a projected income stream to
be received in the future. Conversion of the anticipated cash flow into a value
indication commonly occurs in the form of discounted cash flow analysis or
application of a single capitalization rate to a stabilized income estimate.

     These three traditional methods of estimating the market value of
commercial real estate are not mutually exclusive approaches to deriving an
estimate of most probable selling price, but are inter-dependent methodologies,
each relying on components from at least one of the other approaches. Hence, the
Cost Approach requires extensive market data to derive estimates of depreciation
and to determine the value of land as if vacant. This approach may also require
income data in order to make adjustments for functional and economic
obsolescence. The Sales Comparison Approach requires application of methods from
the Income Capitalization Approach in order to make adjustments for differences
in income that have influenced the sale price. Consideration of market data is
also required for the Income Capitalization Approach in the selection and
application of equity, capitalization and discount rates, and estimation of
income and expenses. Consequently, it is our opinion that the purchasers and
sellers, at least intuitively, consider components of all three approaches in
the process of negotiating an acceptable price for a particular property.

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                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                    Reconciliation and Final Value Estimate
- --------------------------------------------------------------------------------

     It is the Income Capitalization Approach, however, that is logically
considered the most appropriate technique for estimating the value of
income-producing property. Not only does this approach represent the most direct
and accurate simulation of market behavior, it is the method explicitly employed
by buyers and sellers in acquisition and disposition decisions. Therefore,
following the implied dictum of the market, we have used an approach based
primarily on projected income as the foundation for our valuation of the subject
property.

     There are several additional reasons why the Sales Comparison Approach does
not form the basis of our value estimate for the subject property. The quantity
and quality of market information inhibits the use of the Sales Comparison
Approach. Inadequacy of information regarding gross and net income, lease
details and expenses of comparable sales often deters accurate and relevant
adjustments of unit price indicators. Comparison at one dollar per square foot
level precludes the analysis of those key factors which form the basis for
projections on which the purchase decision was made.

     In light of the above, we are of the opinion that the market value of the
leased fee estate in the property, subject to the air rights lease, as of
October 1, 1997, was:

                     MARKET VALUE "AS IS" ON APPRAISAL DATE
                           NINETY FIVE MILLION DOLLARS
                                   $95,000,000

Marketing Time

     Marketing time is an estimate of the time that might be required to sell a
real property interest at the appraised value. Marketing time is presumed to
start on the effective date of the appraisal. Marketing time occurs subsequent
to the effective date of the appraisal and exposure time is presumed to precede
the effective date of the appraisal. The estimate of marketing time uses some of
the same data analyzed in the process of estimating reasonable exposure time and
it is not intended to be a prediction of a date of sale.

     We believe, based on the assumptions employed in our analysis, as well as
our selection of investment parameters for the subject, our value conclusions
represent a price achievable within one year's marketing time on the open
market.

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                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                        ASSUMPTIONS AND LIMITING CONDITIONS
- --------------------------------------------------------------------------------

"Appraisal" means the appraisal report and opinion of value stated therein, or
the letter opinion of value, to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

"C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

The Appraisal has been made subject to the following assumptions and limiting
conditions:

1.   No opinion is intended to be expressed and no responsibility is assumed for
     the legal description or for any matters which are legal in nature or
     require legal expertise or specialized knowledge beyond that of a real
     estate appraiser. Title to the Property is assumed to be good and
     marketable and the Property is assumed to be free and clear of all liens
     unless otherwise stated. No survey of the Property was undertaken.

2.   The information contained in the Appraisal or upon which the Appraisal is
     based has been gathered from sources the Appraiser assumes to be reliable
     and accurate. Some of such information may have been provided by the owner
     of the Property. Neither the Appraiser nor C&W shall be responsible for the
     accuracy or completeness of such information, including the correctness of
     estimates, opinions, dimensions, sketches, exhibits and factual matters.

3.   The opinion of value is only as of the date stated in the Appraisal.
     Changes since that date in external and market factors or in the Property
     itself can significantly affect property value.

4.   The Appraisal is to be used in whole and not in part. No part of the
     Appraisal shall be used in conjunction with any other appraisal.
     Publication of the Appraisal or any portion thereof without the prior
     written consent of C&W is prohibited. Except as may be otherwise stated in
     the letter of engagement, the Appraisal may not be used by any person other
     than the party to whom it is addressed or for purposes other than that for
     which it was prepared. No part of the Appraisal shall be conveyed to the
     public through advertising, or used in any sales or promotional material
     without C&W's prior written consent. Reference to the Appraisal Institute
     or to the MAI designation is prohibited.

5.   Except as may be otherwise stated in the letter of engagement, the
     Appraiser shall not be required to give testimony in any court or
     administrative proceeding relating to the Property or the Appraisal.

6.   The Appraisal assumes (a) responsible ownership and competent management of
     the Property; (b) there are no hidden or unapparent conditions of the
     Property, subsoil or structures that render the Property more or less
     valuable (no responsibility is assumed for such conditions or for arranging
     for engineering studies that may be required to discover them); (c) full
     compliance with all applicable federal, state and local zoning and
     environmental regulations and laws, unless noncompliance is stated, defined
     and considered in the Appraisal; and (d) all required licenses,
     certificates of occupancy and other governmental consents have been or can
     be obtained and renewed for any use on which the value estimate contained
     in the Appraisal is based.

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                                                              WAKEFIELD
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                        Assumptions and Limiting Conditions
- --------------------------------------------------------------------------------

7.   The physical condition of the improvements considered by the Appraisal is
     based on visual inspection by the Appraiser or other person identified in
     the Appraisal. C&W assumes no responsibility for the soundness of
     structural members nor for the condition of mechanical equipment, plumbing
     or electrical components.

8.   The forecasted potential gross income referred to in the Appraisal may be
     based on lease summaries provided by the owner or third parties. The
     Appraiser assumes no responsibility for the authenticity or completeness of
     lease information provided by others. C&W recommends that legal advice be
     obtained regarding the interpretation of lease provisions and the
     contractual rights of parties.

9.   The forecasts of income and expenses are not predictions of the future.
     Rather, they are the Appraiser's best estimates of current market thinking
     on future income and expenses. The Appraiser and C&W make no warranty or
     representation that these forecasts will materialize. The real estate
     market is constantly fluctuating and changing. It is not the Appraiser's
     task to predict or in any way warrant the conditions of a future real
     estate market; the Appraiser can only reflect what the investment
     community, as of the date of the Appraisal, envisages for the future in
     terms of rental rates, expenses, supply and demand.

10.  Unless otherwise stated in the Appraisal, the existence of potentially
     hazardous or toxic materials which may have been used in the construction
     or maintenance of the improvements or may be located at or about the
     Property was not considered in arriving at the opinion of value. These
     materials (such as formaldehyde foam insulation, asbestos insulation and
     other potentially hazardous materials) may adversely affect the value of
     the Property. The Appraisers are not qualified to detect such substances.
     C&W recommends that an environmental expert be employed to determine the
     impact of these matters on the opinion of value.

11.  Unless otherwise stated in the Appraisal, compliance with the requirements
     of the Americans With Disabilities Act of 1990 (ADA) has not been
     considered in arriving at the opinion of value. Failure to comply with the
     requirements of the ADA may adversely affect the value of the Property. C&W
     recommends that an expert in this field be employed.

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                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                                 CERTIFICATION OF APPRAISAL
- --------------------------------------------------------------------------------

     We certify that, to the best of our knowledge and belief:

1.   Douglas H. Larson and Matthew C. Mondanile, MAI inspected the property.

2.   The statements of fact contained in this report are true and correct.

3.   The reported analyses, opinions, and conclusions are limited only by the
     reported assumptions and limiting conditions, and are our personal,
     unbiased professional analyses, opinions, and conclusions.

4.   We have no present or prospective interest in the property that is the
     subject of this report, and we have no personal interest or bias with
     respect to the parties involved.

5.   Our compensation is not contingent upon the reporting of a predetermined
     value or direction in value that favors the cause of the client, the amount
     of the value estimate, the attainment of a stipulated result, or the
     occurrence of a subsequent event. The appraisal assignment was not based on
     a requested minimum valuation, a specific valuation or the approval of a
     loan.

6.   No one provided significant professional assistance to the persons signing
     this report.

7.   Our analyses, opinions, and conclusions were developed, and this report
     has been prepared, in conformity with the Uniform Standards of Professional
     Appraisal Practice of the Appraisal Foundation and the Code of Professional
     Ethics and the Standards of Professional Appraisal Practice of the
     Appraisal Institute.

8.   The use of this report is subject to the requirements of the Appraisal
     Institute relating to review by its duly authorized representatives.

9.   As of the date of this report, Matthew C. Mondanile has completed the
     requirements of the continuing education program of the Appraisal
     Institute.

     /s/Douglas H. Larson                        /s/Matthew C. Mondanile, MAI
     Douglas H. Larson                           Matthew C. Mondanile, MAI
     Associate Director                          Senior Director
     Valuation Advisory Services                 Valuation Advisory Services

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                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                                                    ADDENDA
- --------------------------------------------------------------------------------

                        COMPARABLE OFFICE BUILDING SALES

                           APPRAISERS' QUALIFICATIONS

- --------------------------------------------------------------------------------
                                      -83-
<PAGE>

                                            COMPARABLE OFFICE BUILDING SALE
- --------------------------------------------------------------------------------

                                 [PHOTO OMITTED]

                               527 Madison Avenue
                             S/E/C East 54th Street
                               New York, New York
<PAGE>

                                                     OFFICE BUILDING SALE      1
- --------------------------------------------------------------------------------

Location Data
       Property Name:                   280 Park Avenue                  
       Location:                        280 Park Avenue Btwn. East 48th & 
                                          East 49th Streets  
       City:                            New York                    
       County:                          New York                             
       State/Zip:                       New York                 
       Assessor's Parcel No(s):         BLOCK 1284 LOT 33        
       Atlas Reference:                 N/A                      
                                        
Physical Data
       Type:                            CBD                    
       Land Area:                       76,813 Sqft            
       Gross Building Area:             1,214,080 SF           
       Net Rentable Area:               1,542,618 SF           
       Usable Building Area:            1,542,618 SF                    
       Year Built:                      1962                            
       # of Stories:                    28                              
       Parking:                         None                            
       Condition:                       Good                            
       Exterior Walls:                  Steel & Glass                      
       Amenities:                       Security/24hr. access/freight & pass. 
                                          elevators   
       Class:                           A                                    

Sale Data
       Transaction Type:                Contract                         
       Date of Transaction:             09/97                            
       Marketing Time:                  N/A                              
       Grantor:                         Sablons Investors, Inc. 
                                          c/o Bankers Trust 
       Grantee:                         Boston Properties                
       Document No.:                    UNDER CONTRACT                   
       Sale Price:                      $321,250,000                     
       Financing:                       Cash to Seller                   
       Cash Equivalent Price:           $321,250,000                     
       Required Capital Cost:           $0                               
       Adjusted Sale Price:             $321,250,000                     
       Verification:                    C&W VAS NY 9/97                 

Financial Data
       Assumptions & Forecast:          Appraiser    
       Occupancy at Sale:               78%          
       Existing or Pro Forma Income:    Existing     
                                        TOTAL         P.S.F.  
                                        -----         ------  
       Potential Gross Income:          $35,189,000   $22.81  
       Vacancy and Credit Loss:         N/A           N/A     
       Effective Gross Income:          $35, 189,000  $22.81  
       Expenses:                        $21,453,000   $13.91  
       Net Operating Income:            $13,736,000   $8.90   

PARK AVE 280
<PAGE>
                                                     OFFICE BUILDING SALE      1
- --------------------------------------------------------------------------------

     Analysis Value Indicators:           Direct Cap,DCF and P.S.F 
     Overall Capitalization Rate (OAR):   4.28% 
     Projected IRR:                       N/A% 
     Effective Gross Multiplier (EGIM):   9.13 
     Operating Expense Ratio (OER):       60.97% 
     Price Per Square Foot:               $208.25

Comments
     Based on the first year, non-stabilized net operating income, the overall
     capitalization rate equates to approximately 4.30 percent. The overall rate
     was forecasted to increase to 10.87 percent in year two of the holding
     period. The net operating Income was reported to be $13,736,000 at the time
     the building was under contract and is scheduled to increase to
     $34,778,000, in 1999.

     A comprehensive renovation program was completed in 1997, which included
     lobby renovations, and updated amenities.

     Bankers Trust, the grantor, has leased back approximately 221,716+/- square
     feet, at the time of the sale, becoming the major tenant. Three new tenants
     have recently leased space in the building at a rental rate of $40 per
     square foot.

PARK AVE 280
<PAGE>

                                            COMPARABLE OFFICE BUILDING SALE
- --------------------------------------------------------------------------------


                                 [PHOTO OMITTED]


                             Bankers Trust Building
                                280 Park Avenue
                         Btwn. East 48th & 49th Streets
                               New York, New York
<PAGE>

                                                     OFFICE BUILDING SALE      2
- --------------------------------------------------------------------------------

Location Data
       Property Name:              505 Park Avenue                           
       Location:                   505 Park Avenue N/EIC East 59th Street and
                                     Park Avenue
       City:                       New York                       
       County:                     New York                       
       State/Zip:                  New York                                
       Assessor's Parcel No(s):    BLOCK 1394, LOT I                
       Atlas Reference:            NIA                                   
                                   
Physical Data
       Type:                       CBD                                        
       Land Area:                  10,545 Sqft  
                                      Zoning: C5-3, Rest. Cent. Comm. Dist.    
       Gross Building Area:        200,000 SF                                 
       Net Rentable Area:          190,893 SF                                 
       Usable Building Area:       190,893 SF                                 
       Year Built:                 1949                                       
       # of Stories:               22                                         
       Parking:                    None                                       
       Condition:                  Good                                       
       Exterior Walls:             Brick Veneer                               
       Amenities:                  24 Hr. Coverage/24 Security                
       Class:                      A

Sale Data
       Transaction Type:           Escrow                                       
       Date of Transaction:        08/97                                        
       Marketing Time:             6 months                                     
       Grantor:                    First Avenue Associates c/o Devon Properties 
       Grantee:                    Glorious Sun                                 
       Document No.:               UNDER CONTRACT                               
       Sale Price:                 $48,000,000                                  
       Financing:                  Not Available                                
       Cash Equivalent Price:      $48,000,000                                  
       Required Capital Cost:      $0                                           
       Adjusted Sale Price:        $48,000,000                                  
       Verification:               C&W VAS 9197                                 
                                   
Financial Data
       Assumptions & Forecast:     Advisor       
       Occupancy at Sale:          97%         
       Existing or Pro 
         Forma Income:             Existing    
                                   TOTAL           P.S.F.   
       Potential Gross Income:     $7,840,000      $41.07            
       Vacancy and Credit Loss:    N/A             N/A           
       Effective Gross Income:     $7,840,000      $41.07   
       Expenses:                   $3,890,000      $20.38            
       Net Operating Income:       $3,950,000      $20.69 

PARK AVENUE 505
<PAGE>

                                                     OFFICE BUILDING SALE      2
- --------------------------------------------------------------------------------

Analysis
       Value Indicators:                     Direct Cap,DCF and P.S.F    
       Overall Capitalization Rate (OAR):    8.23 %                    
       Projected IRR:                        N/A %                       
       Effective Gross Multiplier (EGIM):    6.12                        
       Operating Expense Ratio (OER):        49.62 %                  
       Price Per Square Foot:                $251.45                     
                                             
Comments
       Major tenants include the Olvyan Grup, Perry H. Koplik & Sons, 
         and Loeb, Block,

PARK AVENUE 505
<PAGE>

                                            COMPARABLE OFFICE BUILDING SALE
- --------------------------------------------------------------------------------

                                 [PHOTO OMITTED]

                                505 Park Avenue
                               N/E/C 59th Street
                               New York, New York
<PAGE>

                                                     OFFICE BUILDING SALE      3
- --------------------------------------------------------------------------------

Location Data
       Property Name:              135 East 57th Street - Leasehold             
       Location:                   135 East 57th Street, N/W/C Lexington Avenue 
       City:                       New York                                     
       County:                     New York                                     
       State/Zip:                  New York             10022                   
       Assessor's Parcel No(s):    BLOCK 1312, LOT 15                           
       Atlas Reference:            N/A                                          
 
Physical Data
       Type:                       CBD                                  
       Land Area:                  26,676 Sqft   
                                        Zoning:  C5-3, Rest.Cent.Comm.Dist. 
       Gross Building Area:        400,000 SF                               
       Net Rentable Area:          412,436 SF                               
       Usable Building Area:       412,436 SF                               
       Year Built:                 1988                                     
       # of Stories:               32                                       
       Parking:                    None                                     
       Condition:                  Excellent                                
       Exterior Walls:             Masonry                                  
       Amenities:                  Retail on grade East 57th St 
                                      and Lexington Avenue w/Plaza  
       Class:                      A                                        

Sale Data
       Transaction Type:           Sale                                     
       Date of Transaction:        06/96                                    
       Marketing Time:             6 months                                 
       Grantor:                    LA Fire/Police; TX State Teachers; 
                                        GE Captl; Alask
       Grantee:                    Cohen Bros. Realty                    
       Document No.:               NOT AVAILABLE                         
       Sale Price:                 $115,000,000                           
       Financing:                  Cash to Seller                          
       Cash Equivalent Price:      $115,000,000                             
       Required Capital Cost:      $0                                       
       Adjusted Sale Price:        $115,000,000                            
       Verification:               C&W VAS NY 11/96                        
Financial Data      
       Assumptions & Forecast:     Appraiser   
       Occupancy at Sale:          92%         
       Existing or Pro              
          Forma Income:            Pro Forma   
                                   TOTAL          P.S.F.   
                                   -----          ------   
       Potential Gross Income:     $17,387,831    $42.16   
       Vacancy and Credit Loss:    $233,345       $0.57    
       Effective Gross Income:     $17,154,486    $41.59   
       Expenses:                   $7,458,113     $18.08   
       Net Operating Income:       $9,696,373     $23.51   

E 57 ST 135
<PAGE>

                                                     OFFICE BUILDING SALE      3
- --------------------------------------------------------------------------------

Analysis
     Value Indicators:                     Direct Cap,DCF and P.S.F    
     Overall Capitalization Rate (OAR):    8.43 %                    
     Projected IRR:                        N/A %                       
     Effective Gross Multiplier (EGIM):    6.70                        
     Operating Expense Ratio (OER):        43.48 %                    
     Price Per Square Foot:                $278.83                     

Comments

     The building is subject to a 121 year ground lease held by Stafford
     Wallace, et al. The ground rent is next reset in January 2008 at 7% of land
     value, as vacant. Four pension funds took control of the property after
     completing foreclosure proceedings against the original developer, Madison
     Realty Associates.

     The building currently has 26,975 square feet of available space. The
     vacancy includes 6,900 square feet of retail space with an asking rent
     blended at $70 psf and increasing to $90 psf through 2010. The available
     office space ranges from $35 psf to $47 psf with two full floor
     opportunities.

E 57 ST 135
<PAGE>

                                            COMPARABLE OFFICE BUILDING SALE
- --------------------------------------------------------------------------------

                                 [PHOTO OMITTED]

                              135 East 57th Street
                             N/W/C Lexington Avenue
                               New York, New York
<PAGE>

                                                     OFFICE BUILDING SALE      4
- --------------------------------------------------------------------------------

Location Data
       Property Name:              90 Park Avenue - Mortgage               
       Location:                   90 Park Avenue Btwn. East 39th & 
                                        East 40th Streets
       City:                       New York                                
       County:                     New York                                
       State/Zip:                  New York                                
       Assessor's Parcel No(s):    BLOCK 869 LOT 34                        
       Atlas Reference:            N/A                    
                                   
Physical Data
       Type:                       CBD           
       Land Area:                  38,032 Sqft   
                                        Zoning:  C5-3/C5-2.5 Rest Cent Com'l
       Gross Building Area:        877,869 SF    
       Net Rentable Area:          877,869 SF    
       Usable Building Area:       877,869 SF    
       Year Built:                 1964          
       # of Stories:               41            
       Parking:                    156 space below grade parking   
       Condition:                  Good                            
       Exterior Walls:             Steel & Glass                   
       Amenities:                  N/A                             
       Class:                      A                               

Sale Data
       Transaction Type:           Sale                           
       Date of Transaction:        04/97                          
       Marketing Time:             N/A                            
       Grantor:                    Sumitomo c/o Brad Gillman      
       Grantee:                    Vornado Realty c/o Steven Roth 
       Document No.:               SEE COMMENTS                   
       Sale Price:                 $185,000,000                   
       Financing:                  See Comments                   
       Cash Equivalent Price:      $185,000,000                   
       Required Capital Cost:      $0                             
       Adjusted Sale Price:        $185,000,000                   
       Verification:               C&W VAS NY 7/97              

Financial Data
       Assumptions & Forecast:     Advisor     
       Occupancy at Sale:          82.7%       
       Existing or Pro             
          Forma Income:            Pro Forma    
                                   TOTAL        P.S.F.     
                                   -----        ------     
       Potential Gross Income:     N/A          N/A       
       Vacancy and Credit Loss:    N/A          N/A       
       Effective Gross Income:     N/A          N/A       
       Expenses:                   N/A          N/A 
       Net Operating Income:       $19,607,142  $22.33  

PARK AVE 90
<PAGE>

                                                     OFFICE BUILDING SALE      4
- --------------------------------------------------------------------------------

Analysis
       Value Indicators:                     Price Per S.F.
       Overall Capitalization Rate (OAR):    10.60 %      
       Projected IRR:                        N/A %         
       Effective Gross Multiplier (EGIM):    N/A           
       Operating Expense Ratio (OER):        N/A %         
       Price Per Square Foot:                $210.74       

Comments
       The buyers, Vomado Realty, purchased mortgages on this property following
       the threat of foreclosure by Sumitomo There was no controlling interest
       included in the transaction.

PARK AVE 90
<PAGE>

                                            COMPARABLE OFFICE BUILDING SALE
- --------------------------------------------------------------------------------

                                 [PHOTO OMITTED]

                                 90 Park Avenue
                         Btwn. East 39th & 40th Streets
                               New York, New York
<PAGE>

                                                     OFFICE BUILDING SALE      5
- --------------------------------------------------------------------------------

Location Data
       Property Name:              527 Madison Avenue                       
       Location:                   527 Madison Avenue S/E/C East 54th Street
       City:                       New York                                 
       County:                     New York                                 
       State/Zip:                  New York                                 
       Assessor's Parcel No(s):    BLOCK 1289, LOT 52                       
       Atlas Reference:            N/A                                      
                                   
Physical Data
       Type:                       CBD                                 
       Land Area:                  12,675 Sqft    
                                        Zoning:  C5-3; Restricted Cent'l Com'l
       Gross Building Area:        248,321 SF                          
       Net Rentable Area:          201,148 SF                          
       Usable Building Area:       215,686 SF                          
       Year Built:                 1986                                
       # of Stories:               26                                  
       Parking:                    40-45 space parking garage          
       Condition:                  Excellent                           
       Exterior Walls:             Stone                               
       Amenities:                  Quality retail, small floor plates  
       Class:                      A                                   
   
Sale Data
       Transaction Type:           Sale                               
       Date of Transaction:        02/97                              
       Marketing Time:             12 months                          
       Grantor:                    527 Madison Holding c/o Louis Dreyfus 
                                        Property Grp  
       Grantee:                    Cornerstone Properties Inc. do Scott Darymple
       Document No.:               LIBER 2439 PAGE 604 Rec. Date:03/28/97      
       Sale Price:                 $67,000,000                                 
       Financing:                  Cash to Seller                              
       Cash Equivalent Price:      $67,000,000                                 
       Required Capital Cost:      $0                                          
       Adjusted Sale Price:        $67,000,000                                 
       Verification:               C&W - VAS 3/97                              

FinancIal Data
       Assumptions & Forecast:     Appraiser            
       Occupancy at Sale:          88%                  
       Existing or Pro                       
          Forma Income:            Existing             
                                   TOTAL           P.S.F.    
                                   -----           ------    
       Potential Gross Income:     $12,104,748     $60.18       
       Vacancy and Credit Loss:    N/A             N/A          
       Effective Gross Income:     $12,104,748     $60.18       
       Expenses:                   $4,773,960      $23.73       
       Net Operating Income:       $7,330,788      $36.44  
                                                   
MADISON AVE 527
<PAGE>

                                                     OFFICE BUILDING SALE      5
- --------------------------------------------------------------------------------

Analysis
      Value Indicators:                    Direct Cap,DCF and P.S.F 
      Overall Capitalization Rate (OAR):   10.94  %                 
      Projected IRR:                       N/A%                     
      Effective Gross Multiplier (EGIM):   5.54                     
      Operating Expense Ratio (OER):       39.44  %                 
      Price Per Square Foot:              $333.09                  
                                                                      
 Comments
     The property also contains a 9,271+/- square foot garage area and 5,267+/-
     square feet of storage area which is included in the usable size. The
     building was anchored by a foreign Japanese bank at the time of sale with
     approximately 36% of the rental office space. The anchor tenant lease was
     to expire in 2001. Approximately 20-25% of the office space was due for
     renewal in 1997. The financial data was based on 1996 stabilized income and
     expenses prior to the sale. According to a banker financing the sale, the
     buyer's purchase price and pro-forma implied an overall rate of 10.8%.

     The building contains small floorplates and caters to smaller-boutique type
     office tenants. Asking rents for the vacant space at sale ranged from $50
     to $54 per square foot.

MADISON AVE 527
<PAGE>

                                            COMPARABLE OFFICE BUILDING SALE
- --------------------------------------------------------------------------------

                                 [PHOTO OMITTED]

                               527 Madison Avenue
                             S/E/C East 54th Street
                               New York, New York
<PAGE>

                                        QUALIFICATIONS OF DOUGLAS H. LARSON
- --------------------------------------------------------------------------------

Professional Affiliations
Candidate MAI designation, Appraisal Institute, Candidate Number M91-0280

Certified General Real Estate Appraiser (#30443) - State of Arizona

Licensed Real Estate Salesperson - State of Arizona

Experience

     Appraiser, New York Appraisal Services, Cushman & Wakefield Appraisal
Division. Cushman & Wakefield is a national full service real estate
organization and a Rockefeller Group Company. Mr. Larson's experience has been
in appraising and reviewing various property types including industrial, office,
and retail developments in Arizona, California, Nevada, Texas, New Mexico and
Utah.

     Staff Appraiser, Arthur Andersen & Co., Real Estate Services Group,
Phoenix, Arizona, preparing narrative appraisal reports of commercial real
estate assets and performing market analysis studies from August 1992 to
February 1993.

     Appraiser, Appraisal Department, Valley National Bank of Arizona, Phoenix,
Arizona, reviewing income property appraisals for compliance of OCC standards
and FIRREA guidelines and assisting in appraisal preparation of commercial
property from April 1990 to June 1992.

Education

Arizona State University, Tempe, Arizona
  Bachelor of Science degrees, Economics & Sociology

American Institute of Real Estate Appraisers, Chicago, Illinois

     Capitalization Theory and Techniques Part B - 1992
     Capitalization Theory and Techniques Part A - 1991
     Standards of Professional Practice Parts A and B - 1991
     Basic Valuation Procedures - 1991
     Real Estate Appraisal Principles - 1990
<PAGE>

                                          QUALIFICATIONS OF MATTHEW C. MONDANILE
- --------------------------------------------------------------------------------

Background

     Actively involved in the analysis and appraisal of real estate since 1977.
Nationwide experience on a variety of property types including apartment
buildings, office buildings, shopping centers, regional malls, motels and
hotels, manufacturing plants, warehouses and mixed use projects. Assignments
have been completed for mortgage loan purposes, condemnations, arbitrations,
estates, tax assessment hearings and as an aid in the decision making process in
the acquisition, disposition and marketing of real estate.

Professional Affiliations
     Appraisal Institute
     (M.A.I. Designation # 6811)
     Metropolitan New York Chapter

Experience

Senior Director - New York Appraisal Services, Cushman & Wakefield, Inc.

     51 West 52nd Street, New York, New York from January, 1994 until the
present. Previous position as a Director from May, 1991 until December, 1993 and
Senior Appraiser from April, 1984 until May, 1991.

     Formerly manager of the Appraisal Division of Douglas Elliman Knight Frank,
Inc. New York, New York from April, 1983 until April, 1984. Previous position as
a Senior Appraiser from July, 1982 until April, 1983.

     Prior employment included appraisal positions with Richard W. Boyce, MAI,
San Diego, California (1981-1982); R.S.T. Real Estate Company, Inc., Los
Angeles, California (1978-1982); and the City of Paterson Tax Assessor's Office,
Paterson, New Jersey (1976-1978).

Testimony in Courts of Law and Quasi-Judicial Hearings
     Qualified as an expert witness
     - New York State Supreme Court
     - United States Bankruptcy Court

Education
     William Paterson College of New Jersey
     Bachelor of Arts - 1977

     American Institute of Real Estate Appraisers Courses

     1A   Basic Principles and Procedures
     1B   Capitalization Theory and Techniques
     II   Urban Properties
     VI   Real Estate Investment Analysis
     VII  Industrial Valuation
<PAGE>

                                     Qualifications of Matthew C. Mondanile
- --------------------------------------------------------------------------------

Memberships, Licenses and Certificates

     Broker "C" Member The Real Estate Board of New York, Inc.

     Licensed Real Estate Broker - State of New York

     Certified General Real Estate Appraiser (#46000004616) - State of New York

     Certified General Real Estate Appraiser (#RG01789) - State of New Jersey

     Certified General Real Estate Appraiser (#RCG00000747) - State of
     Connecticut

     Certified General Real Estate Appraiser (#X1-0000194) - State of Delaware

     State Certified Appraiser (12-01-005298) - State of Michigan

     Certified Tax Assessor - State of New Jersey




                   ===========================================
                   Complete Appraisal of the Fee Simple Estate
                       in the Four Seasons Biltmore Hotel
                                and Coral Casino
                               1260 Channel Drive
                            Santa Barbara, California
                   -------------------------------------------
                        Effective Date of the Appraisal:
                                 October 1, 1997

                                  Prepared For:
                            Mr. Timothy S. Koltermann
                            Assistant Vice President
                      Merrill Lynch Mortgage Capital, Inc.
                       World Financial Center, North Tower
                          New York, New York 10281-1326

                                  Prepared By:
                                 PKF Consulting
                             Los Angeles, California
                               Date of the Report:
                                October 17, 1997
                   -------------------------------------------
<PAGE>

                         [Letterhead of PKF CONSULTING]

October 17, 1997

Mr. Timothy S. Koltermann
Assistant Vice President
Merrill Lynch Mortgage Capital, Inc.
World Financial Center
North Tower
New York, New York 10281-1 326

Dear Mr. Koltermann:

In accordance with your request, we have completed an appraisal of the 217-room
Four Seasons Biltmore Hotel and Coral Casino, an adjacent beach and cabana club,
located at 1260 Channel Drive, just east of the City of Santa Barbara, in the
community of Montecito, Santa Barbara County. California.

The purpose of the appraisal is to estimate the "as is" market value of the fee
simple estate in the above-referenced property. The function of the appraisal is
for use by Merrill Lynch Mortgage Capital, Inc. in connection with the potential
refinancing of the property. The effective date of the appraisal is October 1,
1997.

The scope of our work included an inspection of the subject property, a review
of the historical financial statements, an analysis of local economic and market
conditions, estimation of future operating performance of the property, and
derivation of a value estimate using the Sales Comparison and Income
Capitalization Approaches to valuation.

To the best of our belief, this appraisal report conforms to the Code of Ethics
and Standards of Professional practice of the Appraisal Institute, the Uniform
Standards of Professional Appraisal Practice (USPAP) established by the
Appraisal Foundation, the Financial Institutions Reform, Recovery and
Enforcement Act of 1989 (FIRREA), the Office of Thrift Supervision (OTS), and
the Federal Deposit Insurance Corporation (FDIC).

This report is subject to the General Assumptions and Limiting Conditions
presented in the Addenda. In addition, this appraisal is subject to the existing
management agreement with Four Seasons Hotels Limited.

                   ------------------------------------------
                   Member, Pannell Kerr Forster International
<PAGE>

Mr. Timothy Koltermann                                                        ii
Merrill Lynch Mortgage Capital, Inc.

Based upon the work undertaken and our experience as real estate analysts and
appraisers, we are of the opinion that the "as is" market value of the Four
Seasons Biltmore and Coral Casino, as of October 1, 1997 and subject to the
Assumptions and Limiting Conditions is:

                  =============================================
                  Ninety Million Five Hundred Thousand Dollars
                  --------------------------------------------
                                   $90,500,000
                  --------------------------------------------

Of the above amount, $5,208,000 is allocated to the depreciated value of the
furniture, fixtures, and equipment of the hotel.

Respectfully submitted,


/s/ Jeff Lugosi
    -------------------------
Jeff Lugosi
Vice President, MAI

California Certificate #AG3755
<PAGE>

                                                                             iii

                                Table Of Contents

                                    SECTION I

EXECUTIVE SUMMARY .......................................................    I-2
INTRODUCTION ............................................................    I-4
      IDENTIFICATION OF THE PROPERTY AND LEGAL DESCRIPTION ..............    I-4
      SUMMARY OF OWNERSHIP AND SALES HISTORY ............................    I-4
      PURPOSE AND USE OF THE APPRAISAL ..................................    I-5
      PROPERTY RIGHTS APPRAISED .........................................    I-5
      IMPORTANT DATES ...................................................    I-5
      DEFINITION OF VALUES ..............................................    I-5
            Market Value ................................................    I-5
            Going-Concern Value .........................................    I-6
      SCOPE AND METHODOLOGY OF THE APPRAISAL ............................    I-6
      COMPETENCY PROVISION OF THE UNIFORM STANDARDS OF                     
        PROFESSIONAL APPRAISAL PRACTICE .................................    I-7
                                                                           
                                   SECTION II                             

AREA REVIEW AND NEIGHBORHOOD ANALYSIS ...................................   II-2
      INTRODUCTION ......................................................   II-2
             Southern California Overview ...............................   II-2
                   Los Angeles County ...................................   II-2
                   Orange County ........................................   II-2
                   Riverside County .....................................   II-3
                   San Bernardino County ................................   II-3
                   Ventura County .......................................   II-3
             Economic and Demographic Overview ..........................   II-3
                   Population ...........................................   II-4
                   Income ...............................................   II-4
                   Retail Sales .........................................   II-5
                   Eating and Drinking Place Sales ......................   II-5
                   Employment ...........................................   II-5
       FUTURE ECONOMIC OUTLOOK ..........................................   II-8
       SANTA BARBARA OVERVIEW ...........................................  II-10
             Employment .................................................  II-11
             Tourism ....................................................  II-11
             Tourist Amenities ..........................................  II-12
             Transportation .............................................  II-13
                   Air ..................................................  II-13
      MONTECITO - NEIGHBORHOOD REVIEW ...................................  II-15
      CONCLUSION ........................................................  II-15

                                   SECTION III

PROPERTY DESCRIPTION ....................................................  III-1
      SITE DESCRIPTION ..................................................  III-1
             Location, Access and Visibility ............................  III-1
             Topography, Shape and Size .................................  III-1
             Soil Conditions and Hazardous Materials ....................  III-3
             Flood and Earthquake Zones .................................  III-3
             Utilities ..................................................  III-4
<PAGE>

                                                                              iv

                                Table Of Contents

             Zoning .....................................................  III-4
             Title and Easements ........................................  III-5
             Assessed Value and Property Taxes ..........................  III-5
IMPROVEMENT DESCRIPTION .................................................  III-6
             General Layout .............................................  III-6
             Guest Accommodations .......................................  III-8
             Food and Beverage Facilities ...............................  III-8
             Banquet and Meeting Facilities ............................. III-10
             Coral Casino Beach and Cabana Club ......................... III-14
             Other Facilities and Amenities ............................. III-14
             Operational Systems ........................................ III-14
             Parking .................................................... III-14
             Basic Construction and Mechanical Systems .................. Ill-14
             Fire/Life Safety Systems ................................... III-15
             Compliance with the Americans with Disabilities Act (ADA) .. III-15
             Hazardous Materials ........................................ III-15
             Historical, Natural, Cultural, Recreational, and
               Scientific Value ......................................... III-16
             Condition and Functional Utility of the Improvements ....... III-16
             Renovation ................................................. III-16
      CORAL CASINO MANAGEMENT AND MEMBERSHIP STRUCTURE .................. III-17
      CONCLUSION ........................................................ III-18

                                   SECTION IV

MARKET ANALYSIS AND MARKET POSITION .....................................   IV-1
      OVERVIEW ..........................................................   IV-1
      MARKET ANALYSIS ...................................................   IV-1
            Existing Supply .............................................   IV-1
                   Inn At Spanish Bay ...................................   IV-4
                   Lodge At Pebble Beach ................................   IV-4
                   Ritz-Carlton Laguna Niguel ...........................   IV-4
                   La Costa Hotel and Spa ...............................   IV-4
                   Hotel del Coronado ...................................   IV-4
                   Four Seasons Aviara ..................................   IV-5
             Additions to Supply ........................................   IV-5
                   Long Point Resort ....................................   IV-6
                   Undetermined Fess Parker Hotel (Santa Barbara) .......   IV-6
                   Treasure Island Resort ...............................   IV-6
                   Santa Barbara Club Resort and Spa ....................   IV-6
                   Pointe on Catalina Island ............................   IV-7
      HOTEL ROOMS DEMAND ................................................   IV-7
             Historical Performance of the Competitive Supply ...........   IV-8
                   Transient Market Segment .............................   IV-9
                   Group Market Segment .................................   IV-9
      SUMMARY OF DEMAND GROWTH AND MARKET OCCUPANCIES ...................   IV-9
      HISTORICAL AND ESTIMATED PERFORMANCE OF THE SUBJECT ...............  IV-11
             Penetration analysis .......................................  IV-11
             Average Daily Rate and Yield Analysis ......................  IV-14
                                                                        
 HIGHEST AND BEST USE ...................................................  IV-17
<PAGE>

                                                                               v


                                Table Of Contents

       HIGHEST AND BEST USE AS IF VACANT ................................ IV-17
             Legally Permissible ........................................ IV-17
             Physically Possible ........................................ IV-18
             Financially Feasible and Maximally Productive .............. IV-18
       HIGHEST AND BEST USE "AS IMPROVED" ............................... IV-18

                                    SECTION V

VALUATION ...............................................................   V-1
      COST APPROACH .....................................................   V-1
      SALES COMPARISON APPROACH .........................................   V-1
      INCOME CAPITALIZATION APPROACH ....................................   V-1
      VALUATION OF THE SUBJECT PROPERTY .................................   V-1

SALES COMPARISON APPROACH ...............................................   V-3
      INTRODUCTION ......................................................   V-3
             Hotel Sales ................................................   V-3
       ANALYSIS OF HOTEL SALES ..........................................   V-9
             Price Per Room Analysis ....................................   V-9

INCOME CAPITALIZATION APPROACH ..........................................  V-11
      METHODOLOGY .......................................................  V-11
             Historical Operating Results ...............................  V-11
             Operating Statistics On Comparable Hotels ..................  V-14
             Representative Year Estimates ..............................  V-14
      DEPARTMENTAL REVENUES AND EXPENSES ................................  V-14
             Rooms Department Revenue and Expense .......................  V-14
                   Rooms Department Revenue .............................  V-14
                   Rooms Department Expense .............................  V-15
             Food and Beverage Revenues and Expenses ....................  V-15
                   Food and Beverage Revenues ...........................  V-15
                   Food and Beverage Expenses ...........................  V-16
             Telecommunication Revenues and Expenses ....................  V-16
                   Telecommunication Revenues ...........................  V-16
                   Telecommunication Expenses ...........................  V-16
             Coral Casino Revenues and Expenses .........................  V-17
                   Coral Casino Revenues ................................  V-17
                   Coral Casino Expenses ................................  V-17
             Other Operated Departments Revenues and Expenses ...........  V-17
                   Other Operated Departments Revenues ..................  V-17
                   Other Operated Departments Expenses ..................  V-18
             Rentals and Other Income ...................................  V-18
             Undistributed Operating Expenses ...........................  V-18
                   Administrative and General ...........................  V-18
                   Marketing ............................................  V-19
                   Utility Costs ........................................  V-19
                   Property Operations and Maintenance ..................  V-19
             Fixed Charges ..............................................  V-20
                   Based Management Fee .................................  V-20
                   Sewer Assessment .....................................  V-20
<PAGE>

                                                                              vi

                                 Table Of Contents

                  Real Estate Taxes .....................................   V-20
                  Insurance .............................................   V-20
                  Reserves for Replacements .............................   V-2i
                  Incentive Management Fee ..............................   V-21
      STABILIZED YEAR OPERATING RESULTS .................................   V-22
      ESTIMATED ANNUAL OPERATING RESULTS FOR THE HOLDING PERIOD .........   V-24
             Holding Period .............................................   V-24
             Inflation ..................................................   V-24
             Statement of Estimated Annual Operating Results ............   V-24
             Capitalization Rate ........................................   V-27
             Derivation through Comparable Sales ........................   V-27
             Overall Rate Using the Band of Investment Technique ........   V-28
             Capitalization Rate Using the Debt Coverage Formula ........   V-29
             Capitalization Rate Conclusion .............................   V-30
      DISCOUNTED CASH FLOW ANALYSIS .....................................   V-30
             Net Proceeds Upon Sale (Reversion) .........................   V-30
             Discount Rate ..............................................   V-31
             Valuation Calculation - Discounted Cash Flow ...............   V-32
      RECONCILIATION AND FINAL ESTIMATE OF VALUE ........................   V-33
      PERSONAL PROPERTY ALLOCATION ......................................   V-34
           Exposure and Marketing Period ................................   V-34

                                     ADDENDA

A    STATEMENT OF ASSUMPTIONS AND LIMITING CONDITIONS
B    CERTIFICATION OF THE APPRAISERS
C    QUALIFICATIONS OF THE APPRAISER
D    PKF CONSULTING'S HOSPITALITY IN VESTMENT SURVEY
E    HOSPITALITY VALUATION SERVICES' DEVELOPMENT COST SURVEY
F    LANDAUER HOSPITALITY SERVICES' HOTEL INVESTMENT OUTLOOK
G    1996 - 1997 CAPITAL EXPENDITURES
H    MERRIL LYNCH MORTGAGE CAPITAL ENGAGEMENT LETTER
<PAGE>

                                    Section I

                                EXECUTIVE SUMMARY

                                  INTRODUCTION

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

                           Four Seasons Biltmore Hotel


                               [GRAPHIC OMITTED]
<PAGE>

Section 1 -- Executive Summary and Introduction                             I-2
- --------------------------------------------------------------------------------

                                EXECUTIVE SUMMARY

The Four Seasons Biltmore Hotel and Coral Casino Beach and Cabana Club is a
luxury resort located in a picturesque oceanfront setting near Santa Barbara,
California. The Four Seasons Biltmore is one of an elite group of oceanfront
resorts along the California coast that compete for luxury transient and group
demand. The Biltmore's primary competitors include the Lodge at Pebble Beach and
the Inn at Spanish Bay near Monterey, the Ritz-Carlton Laguna Niguel in Orange
County, La Costa Hotel and Spa located in northern San Diego County, the
recently opened Four Seasons Aviara near Carlsbad, and the Hotel Del Coronado
located in Coronado, San Diego County. As a competitive group, the California
coastal luxury resorts have achieved strong levels of performance in the past.

The Four Seasons Biltmore has a long history as an outstanding resort property
dating from its initial construction in 1927. In 1987, the hotel was sold to
Santa Barbara Biltmore Associates, a group which includes Four Seasons Hotel
Limited, and the property underwent a $20,000,000 renovation which was completed
in 1989 and 1990. Since the renovation, Four Seasons has marketed the hotel on a
national and international basis and has repositioned the hotel upward in terms
of average daily rate. The recession, which impacted the market from mid-1989 to
1993, had a detrimental impact on the property's efforts in this regard.
However, the hotel has shown a much stronger performance beginning in 1994 and
has achieved a significant shift in its market mix that has brought the Four
Seasons Biltmore into more of a full competitive posture relative to the other
upper-tier California resorts. In November, 1995, the property was again sold,
this time to Channel Drive L.L.C., and underwent additional renovation and
repositioning. We believe that over the projection period, the property will be
able to capitalize on this recent success and continue to shift its mix of
demand and average daily rate to maximize its operating performance.

A summary of our conclusions regarding the property as well as a summary of the
important appraisal facts follow.

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section 1 -- Executive Summary and Introduction                             I-3
- --------------------------------------------------------------------------------

================================================================================
                   SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS
================================================================================
Subject Property              Four Seasons Biltmore Hotel and Coral Casino 
                              1260 Channel Drive
                              Near Santa Barbara, California 93108
- --------------------------------------------------------------------------------
Owner                         Channel Drive, L.L.C.
- --------------------------------------------------------------------------------
Effective Date of Appraisal   October 1, 1997
- --------------------------------------------------------------------------------
Property Rights Appraised     Fee Simple Estate
- --------------------------------------------------------------------------------
                              Highest and Best Use
- --------------------------------------------------------------------------------
Highest and Best Use         
    As if Vacant              Development of a resort hotel
    As Improved               Resort hotel
- --------------------------------------------------------------------------------
                              Property Description
- --------------------------------------------------------------------------------
Improvements
    Year Built                1927, 1937 and 1983; renovated in 1988-90
    Number of Rooms           217
    Parking                   320 spaces
    Number of Floors          One and two
    Amenities                 Four restaurants, two lounges, gift shop, five
                              meeting rooms, two swimming pools, two
                              whirlpools, three tennis courts, putting green,
                              shuffleboard courts, croquet Court, business
                              center, sandy beach, and retail shops
Compliance with ADA           In compliance
- --------------------------------------------------------------------------------
Site
   Gross Area                 18.267 Acres (795,733 square feet)
   Zoning                     CV (Visitor-Serving Commercial) by the County 
                              of Santa Barbara
   Flood Zone                 Zones C, A6 and V4, Map Panel #060331 
                              0765D, dated September 5, 1990
   Alquist Priolo Zone        No
   Wetlands Zone              No
   Historical, Natural, 
   Cultural, Recreational, 
   Scientific Value           No
- --------------------------------------------------------------------------------
                              Valuation Conclusion
- --------------------------------------------------------------------------------
Cost Approach                 Not applicable
- --------------------------------------------------------------------------------
Sales Comparison Approach     Inconclusive
- --------------------------------------------------------------------------------
Income Capitalization 
  Approach
    Stabilized Occupancy      78%
    Average Daily Room Rate   $251
    Operating Income(1)       $7,104,000
    Overall Capitalization
      Rate                    8.5%
    Terminal Capitalization 
      Rate                    9.0%
    Discount Rate             12.0%
    Indicated Value           $90,500,000
- --------------------------------------------------------------------------------
Final Estimate of "As Is" 
  Market Value                $90,500,000  
- --------------------------------------------------------------------------------
Value of Depreciated FF&E     $5,208,000 
- --------------------------------------------------------------------------------
Exposure Period               12 months or less
================================================================================
(1) Net operating income after reserves and incentive management fees.
================================================================================

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section 1 -- Executive Summary and Introduction                             I-4
- --------------------------------------------------------------------------------

                                  INTRODUCTION

IDENTIFICATION OF THE PROPERTY AND LEGAL DESCRIPTION

The property to be appraised is the 217-room Four Seasons Biltmore Hotel and
Coral Casino Beach and Cabana Club, located at 1260 Channel Drive, near the City
of Santa Barbara, Santa Barbara County, California. The property is identified
for property tax purposes in Santa Barbara County Tax Records as Assessor's
Parcel Numbers 009-351-12-003, 009-352-09-008, 009-353-15-009, and
009-354-01-006. A legal description of the subject property is given in the
Addenda, as taken from the map entitled "ALTA/ACSM Land Title Survey, Four
Seasons-Biltmore Hotel, Santa Barbara County, California," dated August 12,
1995. A copy of the survey is also attached in the Addenda.

The hotel is a luxury lodging facility situated on an 18.3-acre site. The hotel
offers 217 oversized guestrooms and suites. Additional facilities include 15,000
square feet of meeting space, two restaurants, a lounge, a pool, and three
tennis courts.

The Coral Casino Beach and Cabana Club is a private membership beach club that
is also operated as a part of the hotel. (We note that the name of the club is
not related in any way to gambling and that there has never been a "casino"
operation in that sense at the Coral Casino.) This facility, built in 1937, has
a dramatic oceanfront location. The focal point of the Club is an Olympic-sized
swimming pool. Spacious sundecks, shower and locker facilities, private cabanas,
a restaurant and lounge, and a second informal restaurant complement the pool.
At the time of inspection, the Coral Casino had a membership of 600 persons, the
maximum number of active members allowed.

Overall, the property is considered to be one of the finest luxury resorts in
the State of California.

SUMMARY OF OWNERSHIP AND SALES HISTORY

The Bowman-Biltmore Company, together with a group of local Santa Barbara
businessmen, acquired the subject property for purposes of constructing a luxury
resort, to replace the two major hotels lost in the 1925 earthquake. The name is
taken from the 253-room Biltmore mansion erected in 1895 near Asheville, North
Carolina, for George Washington Vanderbuilt. Reginald Johnson, the renowned
architect, was hired to design three main buildings and thirteen cottages, and
the hotel opened on December 16, 1927. In 1936, a conglomerate headed by Robert
S. Odell (Allied Properties) purchased the hotel out of foreclosure, investing
money in improving the property and developed the Coral Casino Beach and Cabana
Club, which opened on July 24, 1937. In 1977, Allied Properties was having
financial difficulties and sold the Biltmore to the Marriott Corporation.
Renovations during their ownership included an expansion of an additional 61
guestrooms in 1983, which were placed around a new swimming pool in the hotel's
inner gardens.

In April 1987, Santa Barbara Biltmore Associates purchased the Biltmore for
$58,000,000. Santa Barbara Biltmore Associates is a joint venture between Four
Seasons Hotels and Resorts (now Four Seasons Hotel Limited) and VMS Realty
Partners. In January 1988, an extensive $15,000,000 restoration began which
included the redecoration of all rooms. In 1990, approximately $4,600,000 was
invested to upgrade the Coral Casino Beach and Cabana Club.

In the mid-1990s, Four Seasons began divesting itself of its real estate
holdings, including the Four Seasons Biltmore Hotel, in which it was a partial
interest. Subsequently, the property was sold in November 1995 for $47,000,000
to the current owners Channel Drive, L.L.C. Channel Drive

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section 1 -- Executive Summary and Introduction                             I-5
- --------------------------------------------------------------------------------

L.L.C. consists of two partners; Hotel Equity Fund II, which owns 99.0 percent
of the property and Hotel Capital Partners II, which owns the remaining one
percent. At the time of the purchase, the management arm of Four Seasons
renegotiated their management contract to a more favorable agreement, entailing
a "buy-down" payment of $10,000,000 (included in the $47,000,000).

PURPOSE AND USE OF THE APPRAISAL

PKF Consulting was engaged by Merrill Lynch Mortgage Capital, Inc. to perform an
appraisal of the subject property. The purpose of this appraisal is to estimate
the "as is' market value of the fee simple estate interest in the subject based
on its continued management by and affiliation with Four Seasons Hotel Limited.
The function of the appraisal is for potential refinancing, loan underwriting,
and/or asset evaluation purposes relating to the property.

PROPERTY RIGHTS APPRAISED

The property rights appraised are the fee simple estate in the subject. A fee
simple estate is defined as:

     Absolute ownership unencumbered by any other interest or estate, subject
     only to the limitations imposed by the governmental powers of taxation,
     eminent domain, police power, and escheat.(1)

The property rights in the fee simple estate for a going concern include rights
in realty (land and improvements to the land), rights to tangible personal
property (furniture, fixtures, and equipment), and rights to intangible personal
property (management rights, franchise agreements, and goodwill, etc.).

IMPORTANT DATES

The effective date of the appraisal is October 1, 1997. The property was
inspected by Bruce Baltin and, subsequently by Jeff Lugosi, MAI on October 1 3,
1997. Mr. John Indrieri, General Manager of the subject hotel, led the property
tour, which included an inspection of all public areas including the Coral
Casino facility, a selection of guestrooms, back-of-the-house facilities, and
the grounds. The fieldwork was undertaken and the report was written in October
1997. It is assumed that the condition of the property on the effective date of
the appraisal, October 1, 1997, is consistent with that on the date of
inspection.

DEFINITION OF VALUES

Market Value

"Market value" means the most probable price that a property should bring in a
competitive and open market under all conditions requisite to a fair sale, the
buyer and seller each acting prudently and knowledgeably, and assuming the price
is not affected by undue stimulus. Implicit in this definition is the
consummation of a sale as of a specified date and the passing of title from
seller to buyer under conditions whereby:

(1)  Appraisal Institute, The Dictionary of Real Estate Appraisal, Third Edition
     (Chicago: Appraisal Institute. 1993,) page 140

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Section 1 -- Executive Summary and Introduction                             I-6
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     Buyer and seller are typically motivated;

          Both parties are well informed or well advised, and acting in what
          they consider their own best interests;

          A reasonable time is allowed for exposure in the open market;

          Payment is made in terms of cash in U.S. dollars or in terms of
          financial arrangements comparable thereto; and

          The price represents the normal consideration for the property sold
          unaffected by special or creative financing or sales concessions
          granted by anyone associated with the sale.(2)

"Market value "As-Is" means an estimate of the market value of a property in the
condition observed upon inspection and as it physically and legally exists
without hypothetical conditions, assumptions, or qualification as of the date
the appraisal is prepared."(3)

Going-Concern Value

The value created by a proven property operation; considered as a separate
entity to be valued with a specific business establishment.(4)

SCOPE AND METHODOLOGY OF THE APPRAISAL

The scope of the appraisal included an inspection of the subject property and
its immediate area, an analysis of the local hotel market as it relates to the
subject, and an estimation of the subject's market value using the Income
Capitalization and Sales Comparison Approaches to value. The Income
Capitalization Approach is considered most relevant as it simulates the manner
in which prospective purchasers would view the property. This involves an
analysis of the economic performance potential of the property, considering
historical experience of both the property and its defined market, and
reasonably anticipated future performance. Extensive market analysis and
research including interviews with managers of competitive facilities support
this approach. The Sales Comparison Approach, which involves analyses of
transactions involving comparable hotels, is considered most useful as a check
on the reasonableness of the Income Approach value conclusion. The Cost Approach
is usually considered to be a reliable approach for new development. For an
existing property, like the Four Seasons Biltmore, it is considered the least
reliable approach in today's market due to the overall age of the building
improvements, and the inherent difficulty in accurately estimating all forms of
applicable depreciation. We have not included a value based on this approach.

Sources of information for the appraisal included interviews with management
personnel of the subject and competitive hotels, representatives of local
government and community agencies, industry professionals, and in-house data.
Four Seasons Hotel Limited provided financial statements

- ----------
     (2)  Federal Register, Vol. 55, 165, Friday, August 24, 1990, Rules and
          Regulations, 12 CFR Part 34.42(F).

     (3)  Appraisal Policies and Practices of Insured Institutions and Services
          Corporation, Federal Home Loan Bank Board, "Final Rule," 12 CFR Parts
          563 and 571, December 21, 1987.

     (4)  Appraisal Institute, The Dictionary of Real Estate Appraisal, 3rd ed.
          (Chicago: Appraisal Institute, 1993), pg. 160.

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Section 1 -- Executive Summary and Introduction                             I-7
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for the subject. Since we did not prepare these statements, we do not take
responsibility for their accuracy and have assumed that they are correct.

Our research, methodology, analyses, and conclusions are presented in this
narrative appraisal as outlined below.

     Section I: presents the appraisal issues, important dates and background
     information.

     Section II: contains a review and analysis of the subject's overall market
     as well as its immediate neighborhood.

     Section III: is the property description, which addresses the overall
     concept of the subject including a discussion of the site and the
     improvements.

     Section IV: includes our analysis of the local hotel market, the estimated
     performance of the subject, and a discussion of the highest and best use
     for the subject property.

     Section V: contains our value estimate using the Sales Comparison and
     Income Capitalization Approaches to value, followed by a reconciliation and
     our final conclusion of value.

     Addenda: includes the Statement of Assumptions and Limiting Conditions,
     Certification of the Appraisers, Qualifications of the Appraisers, a copy
     of State Certification for Jeff Lugosi, Legal Description, PKF Consulting's
     Hospitality Investment Survey, the Hospitality Valuation Service's
     Development Cost Survey, and Landauer Hotel Services' Hotel Investment
     Outlook Survey.

COMPETENCY PROVISION OF THE UNIFORM STANDARDS OF PROFESSIONAL APPRAISAL PRACTICE

The Competency Provision of the Uniform Standards of Professional Appraisal
Practice, promulgated by the Appraisal Foundation and required as part of the
Financial Institutions Reform, Recovery and Enforcement Act (FIRREA), states
that:

Prior to entering an agreement to perform any assignment, an appraiser must
properly identify the property to be appraised and have the knowledge and
experience that will be required to complete the assignment competently or
alternatively:

     Disclose the lack of knowledge and/or experience to the client before
     accepting the assignment; and

     Take all appropriate steps necessary to complete the assignment
     competently; and

     Describe the lack of knowledge and/or experience and the steps taken to
     complete the assignment competently in the report.

PKF Consulting is a part of Pannell Kerr Forster International, an international
firm that has been providing accounting, consulting, and appraisal services
within the hospitality industry for over 80

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Section 1 -- Executive Summary and Introduction                             I-8
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years. In addition, the firm publishes extensive material, providing aggregate
statistics on hotel performance, which serves as a benchmark of the industry.

Bruce Baltin and Jeff Lugosi have extensive experience in the appraisal of hotel
facilities, as seen in the qualifications provided in the Addenda of this
report.

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                                   Section II

                      AREA REVIEW AND NEIGHBORHOOD ANALYSIS

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                                [GRAPHIC OMITTED]


                                  REGIONAL MAP
                                                                  PKF CONSULTING
<PAGE>

Section II -- Area Review and Neighborhod Analysis                         II-2
- --------------------------------------------------------------------------------

                      AREA REVIEW AND NEIGHBORHOOD ANALYSIS

INTRODUCTION

The purpose of this section is to review available economic and demographic data
to determine whether the market area will experience future economic growth.
Santa Barbara has evolved into a tourist destination for the Greater Southern
California area, which includes the counties of Los Angeles, Ventura, San
Bernardino, Riverside and Orange. Although the subject property is located in
Santa Barbara County, its success is primarily dependent on the Greater Los
Angeles economy and secondarily by the local area of Santa Barbara. Accordingly,
presented in the following section is a brief overview of the area.

Southern California Overview

The Southern California economy began to slow in mid-1989. This business
contraction was initiated by cutbacks in defense spending, a major component of
the Los Angeles Basin's manufacturing sector, at the end of the Cold War. As job
losses spread, levels of consumer spending fell. Local real estate markets were
negatively impacted due to the tightening of credit by financial institutions as
a result of the oversupply and over-leverage of commercial real estate developed
in the 1980's. The combination of all these identified factors resulted in an
extremely severe recession that lasted until 1994; a recovery began at that time
and moderate growth has been experienced over the past three years and even
stronger growth is expected in the near term.

During 1996, the State of California outpaced the rest of the nation in job
growth. Employment growth in the entertainment industry, the financial services
sector, and in small businesses has offset some of the cutbacks in aerospace
employment. Paralleling the now-strengthening economy, Southern California's
gross product increased 2.3 percent in 1996 and the latest inflation-adjusted
figures reflect a 4.1 percent gain in gross product in 1997. Consumer confidence
is also increasing and the economic outlook for the U.S., California, and Los
Angeles County are all forecasted to continue slow steady growth.

     Los Angeles County

Los Angeles County includes 87 incorporated cities, covers an area of 4,752
square miles and currently has a population of approximately 9.4 million people.
In the past 75 years, the county has evolved into a large commercial/industrial
urban community and business and financial center of California and the Western
United States. Los Angeles is the home of many of the nations leading financial
and insurance institutions and utility, merchandising and transportation firms,
as well as the center of the entertainment industry. Los Angeles County plays a
prominent role in Pacific Basin trade, with two deep-water ports, at Long Beach
and San Pedro, and the Los Angeles International Airport providing trade
capabilities for a wide range of international importing and exporting
activities. The Los Angeles Customs District has now surpassed New York, as the
nation's largest in terms of dollar revenue. To the south of Los Angeles County
lie Orange, Riverside and San Bernardino Counties.

     Orange County

Orange County includes 31 incorporated cities and a number of unincorporated
communities, and had a 1996 population of approximately 2,655,700 persons.
During the past 30 years, the county has evolved from an agriculturally based
economy into a large commercial, industrial, and urban community. As a result of
this growth, Orange County has developed into a well-respected business,

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Section II -- Area Review and Neighborhod Analysis                         II-3
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financial, and recreational center in California and the Western United States.
The county has attracted the national or regional offices of a number of the
nation's most successful electronic, computer, wholesale and retail firms. The
county is also home to two of the region's most popular recreational
attractions, the Disneyland and Knott's Berry Farm theme parks.

     Riverside County

Riverside County encompasses an area of approximately 7,300 square miles, with
most of the population located in the western portion of the county, which is
separated from the eastern portion of the county (which includes the Palm
Springs area) by the San Jacinto and Santa Ana mountain ranges. The majority of
commercial activity in the eastern portion of the county is centered in the
cities of Riverside and Corona. Agriculture has historically been the primary
source of economic activity; however, during the 1980s, numerous manufacturing
and industrial companies relocated in the area, attracted by Riverside County's
proximity to the Los Angeles Basin and the relatively low cost of living.
Concurrently, the county's population grew significantly as a result of vast
housing development that attracted people from Los Angeles, San Diego and Orange
Counties who were looking for lower cost homes than were found in those areas
and who were willing to commute long distances.

     San Bernardino County

San Bernardino County is the largest county in the United States in terms of
acreage. There are 1,620,700 residents spread over 20,064 square miles, which is
larger than the combined area of Delaware, Massachusetts, Rhode Island and New
Jersey. The majority of the county's acreage is comprised of a mixture of
mountainous terrain and arid deserts. The San Bernardino Mountains are located
in the southwestern portion of the county. The majority of the county's
population and much of San Bernardino's agricultural production are concentrated
in the lower elevation and are separated from the "High Desert" by the mountain
range.

     Ventura County

Ventura County, the smallest of the five counties, is to the north of Los
Angeles County. The County of Ventura encompasses approximately 1,843 square
miles of land. In addition, the county also governs eight islands located 11
miles off of the coastline, five of which were dedicated in 1980 to become the
Channel Islands National Park. Ventura County has historically been an
agricultural center as its soils are so rich that it is possible to harvest some
crops two to three times per year. For this reason, many farmers came to the
area and eventually formed Sunkist, the world's largest organization of citrus
production. However, Ventura's economic base has shifted over the last few
years. The density of development in Los Angeles County, the resulting pressure
on wages, transportation and general congestion, and the scarcity of developable
and affordable land have encouraged many companies to relocate or expand into
Ventura County. Ventura County is gaining popularity as a light-manufacturing
center. The commercial and residential growth has also spurred a tremendous
amount of retail development. Santa Barbara County is located directly northwest
of Ventura County.

Economic and Demographic Overview

As a result of its location, the economy of Santa Barbara is inherently linked
to that of the Greater Los Angeles area. The Greater Los Angeles area is the
focal point for the State of California. This five county area contains over
15.8 million people and covers more than 34,000 square miles. Approximately 94
percent of the five-county population live within a 60-mile radius of downtown
Los Angeles. The data relating to these five counties is represented by the Los
Angeles-Riverside-Orange County Consolidated Area (CMSA).

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Section II -- Area Review and Neighborhod Analysis                         II-4
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In our assessment of the economic climate of the Southern California area, we
have considered trends in the following economic indicators: population,
effective buying income (EBI), retail sales, and eating/drinking place sales.
The table on the following page outlines growth in key economic indicators for
the Los Angeles-Riverside-Orange County CMSA and State of California between
1992 and 1996.

<TABLE>
<CAPTION>
=============================================================================================================================
                                                 Economic and Demographic Profile
                                Los Angeles/Riverside/Orange CMSA(1) and the State of California
                                                            1992 to 1996
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                                  Compound
                                               1992          1993          1994          1995          1996     Annual Change
                                                                                                                  1992-1996
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>           <C>           <C>           <C>           <C>             <C>
Population

        LA/Riverside/0range CMSA             15,397,000    15,411,700    15,509,600    15,644,000    15,842,600    0.7%
        State of California                  31,577,600    31,728,200    31,957,300    32,362,300    32,686,800    0.9

Total EBI(2). ($000s)

        LA/Riverside/0range CMSA           $248,976,490  $255,327,319  $265,913,598  $221,617,661  $227,179,153    2.5%(3)
        State of California                 509,152,677   528,958,745   552,074,838   477,640,503   492,516,991    3.1(3)

Median household EBI

        LA/Riverside/0range CMSA           $     38,702  $     40,437  $     42,113  $     34,384  $     34,793    1.2%(3)
        State of California                      37,686        39,330        40,969        34,533        35,216    2.0(3)

Retail sales - ($000s)

        LA/Riverside/0range CMSA           $113,209,959  $112,967,447  $115,872,430  $119,799,691  $121,845,892    1.9%
        State of California                 233,688,182   233,724,937   247,688,993   257,661,917   268,441,784    3.5

Eating and drinking place sales - ($000s)

        LA/Riverside/0range CMSA           $ 12,268,304  $ 11,185,353  $ 11,365,481  $ 12,372,976  $ 11,643,620   (1.3)%
        State of California                  25,726,711    23,486,884    24,113,145    28,812,086    25,915,517    0.2
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Consolidated Metropolitan Statistical Area.

(2)  Effective buying income. As of 1995, Sales and Marketing Management changed
     the benchmark of EBI from personal Income by the Bureau of Economic
     Analysis to Money Income by the U.S. Census Bureau. Census Data was deemed
     by this organization more credible for long-term tracking.

(3)  Compound annual change 1995 to 1996.

Source: PKF Consulting and Sales and Marketing Management Survey of Buying Power
- --------------------------------------------------------------------------------

     Population

Los Angeles County led all California counties in population growth between 1980
and 1990, adding over two million residents; half of this growth came from
immigration. Currently, approximately half of California's population resides in
the greater five-county area. The population of the five-county area has
increased in each of the past five years. Since 1992, the population of the Los
Angeles-Riverside-Orange CMSA has increased from approximately 15.4 to 15.8
million, a compound annual growth rate of 0.7 percent for the five-year period,
which is lower than the growth rate experienced by the state as a whole.

     Income

The total effective buying income for the Los Angeles-Riverside-Orange CMSA was
$227,179,153 in 1996, ranking second in Sales and Marketing Management's CMSA
rankings trailing only the New York-Northern New Jersey-Long Island CMSA. The
unrealistic negative compounded annual

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Section II -- Area Review and Neighborhod Analysis                         II-5
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change from 1992 to 1996 is the result of a change in criteria by which the
survey calculated effective buying income. Southern California and the state as
a whole are growing, however, as the 1996 total effective buying income grew 1.9
percent for the Los Angeles-Riverside-Orange CMSA and 3.5 percent for California
over 1995.

Overall, the income level for the Los Angeles- Riverside-Orange SMSA is
generally high with a substantial number of households having an effective
buying income above $50,000. The median household effective buying income was
$34,384 in 1996, lower than the state's average of $35,216. The median household
effective buying income grew 1.2 percent for the CMSA and 2.0 percent for the
state from 1995 to 1996, reflecting moderate growth.

     Retail Sales

As a result of Los Angeles' extensive manufacturing base, the area experiences
robust retail and trade activity. In 1996, the Los Angeles-Riverside-Orange CMSA
accounted for 45.4 percent of all retail sales in California. Retail sales in
the Los Angeles-Riverside-Orange CMSA has increased in each of the past five
years with the exception of the slight decrease in 1993 compared to 1992. The
decline in 1993 was reversed in 1994, concurrent with the improvement in the
local economy. The compounded annual change for retail sales was 1 .9 percent
for the Los Angeles-Riverside-Orange CMSA between 1992-1996, lower than the
state's growth of 3.5 percent.

     Eating and Drinking Place Sales

Eating and drinking place sales in the county fell from $12,268,304,000 in 1992
to $11,643,620,000 in 1996. The overall decline in sales can be attributed to
the extended economic recession in the area during this period of time. The
change in sales equates to a negative 1 .3 percent compound annual rate over the
five-year period for the five-county area. The State of California experienced
compound annual growth of only 0.2 percent due mainly to the wide-fluctuations
from year to year.

     Employment

During the period from 1987 to the present, the area economy has undergone
certain structural changes. The total labor force peaked in 1990 and between
1990 and 1994 the Los Angeles --Long Beach MSA lost approximately 436,700 jobs.
Much of this job loss came in the aerospace and defense industries, where
employees are typically older and better paid than in other manufacturing
sectors. However, this trend has begun to reverse and since 1994, several
sectors reported gains in employment. Between 1994 and 1996, the civilian
employment total grew 1.2 percent, regaining nearly 100,000 of the jobs lost.
The services and construction industries led job growth posting 3.8 and 1.7
percent gains respectively in the last two years.

With regard to the composition of the labor force, presented in the following
table is a ten year historical summary of the work force by industry.

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Section II -- Area Review and Neighborhod Analysis                         II-6
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<TABLE>
<CAPTION>
=================================================================================================================================
                        Los Angeles-Long Beach MSA Annual Average Labor Force and Industry Employment
                                                          (In 000s)
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 
    Industry                 1987      1988      1989      1990      1991      1992      1993      1994      1995      1995      
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>        
Civilian Labor Force        4,225.3   4,333.2   4,418.0   4,511.0   4,514.5   4,503.8   4,404.1   4,366.2   4,359.7   4,415.5    
Civilian Employment         3,977.3   4,109.8   4,176.4   4,244.8   4,146.4   4,062.4   3,970.7   3,957.0   4,016.2   4,052.6    
Civilian Unemployment         248.0     223.4     241.6     266.2     368.1     441.4     433.4     409.2     343.5     362.9    
Civilian Unemployment Rate      5.9%      5.2%      5.5%      5.9%      8.2%      9.8%      9.8%      9.4%      7.9%      8.2%
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
           Total Non-Farm   3,953.4   4,034.0   4,111.5   4,133.3   3,982.7   3,804.4   3,701.7   3,791.9   3,746.5   3,801.9    
    Mining                      8.7       8.5       8.1       7.9       7.5       7.8       7.5       6.7       5.9       5.7    
    Construction              121.8     128.8     133.4     133.1     121.7     105.9      98.1     105.1     109.8     108.6    
    Manufacturing             887.2     875.8     864.0     834.6     774.9     714.9     660.2     641.5     638.4     646.1    
    Transportation &
      Public Utilities        204.6     207.4     210.5     211.6     207.7     202.7     199.6     201.6     202.6     204.4    
    Trade                     919.1     937.9     954.3     949.6     894.3     848.0     821.8     821.5     835.8     841.8    
    Finance, Insurance
      & Real Estate           268.7     270.0     273.2     277.6     265.6     254.9     250.0     237.1     221.1     216.7    
    Services                1,048.4   1,100.0   1,146.1   1,179.2   1,169.3   1,130.8   1,139.0   1,154.8   1,196.2   1,245.3    
    Government                494.9     505.6     521.8     539.8     539.9     539.4     531.4     533.7     535.7     533.3    
Total All Industries
  (including farm)          3,964.7   4,046.4   4,124.8   4,147.1   3,992.6   3,813.5   3,716.9   3,710.4   3,754.5   3,809.6    
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- ---------------------------------------------------
                                C.A.G.      C.A.G.
    Industry                  1987-1996   1994-1996
- ---------------------------------------------------
Civilian Labor Farce             0.5%        0.6%
Civilian Employment              0.2%        1.2%
Civilian Unemployment            4.3%       -5.8%
Civilian Unemployment Rate  
- ---------------------------------------------------
- ---------------------------------------------------
           Total Non-Farm       -0.4%        1.3%
    Mining                      -4.6%       -7.8%
    Construction                -1.3%        1.7%
    Manufacturing               -3.5%        0.4%
    Transportation &
      Public Utilities           0.0%        0.7%
    Trade                       -1.0%        1.2%
    Finance, Insurance
      & Real Estate             -2.4%       -4.4%
    Services                     1.9%        3.8%
    Government                   0.8%        0.0%
Total All Industries
  (including farm)              -0.4%        1.3%
- ---------------------------------------------------
Source: California Department of Labor
- ---------------------------------------------------

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Section II -- Area Review and Neighborhod Analysis                         II-7
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As noted in the preceding table, the unemployment rate for Los Angeles County
increased significantly through 1992. In 1994 and 1995, the unemployment rate
declined to 9.4 and 7.9 percent, respectively. In 1996, new data gathering
procedures implemented by the household survey may have resulted in skewed
results. The 1996 unemployment rate finished slightly higher than in 1995 and is
attributed to the different methodology used in the study, in addition to
several large-scale mergers by financial institutions. This sector lost 4,400
jobs in 1996 and is anticipated to lose another 3,000 jobs by year-end 1997.

There are several sectors of the economy that are experiencing growth in new
jobs. In 1996, the apparel design and manufacturing industry achieved 5,000 new
jobs, the business and professional management services segment gained 12,000
new jobs, the motion picture industry experienced employment growth of 9,000 new
positions, and the wholesale trade and distribution sector of commerce grew by
17,000 jobs in the five county area. Despite the trend for hospitals to
consolidate their facilities and continue to "manage" health care, the health
services segment also reported a gain of 6,000 new jobs in 1996. While the
technology and aerospace industry unemployment rate has continued to grow, this
figure is expected to have peaked in 1996. Modest growth in employment is
forecasted for the remainder of 1997 and 1998, led by jobs created in the
computer-programming and other high technology and service-related fields.
Furthermore, the Economic Development Corporation (EDC) of Los Angeles County
anticipates a 2.1 percent compound annual growth in non-agricultural employment
between 1996 and 1998 for the five-county area.

Based on the most recent information available, major employers in the area are
as follows:

================================================================================
                            Largest Employers In The
                                Five-County Area
- --------------------------------------------------------------------------------
                                                          Number of
                     Employer                             Employees
- --------------------------------------------------------------------------------
          Los Angeles County                                84,616
          U.S. Government                                   64,404
          City of Los Angeles                               55,964
          Los Angeles Unified School District               55,727
          Bank of America                                   26,563
          Kaiser Permanents                                 24,163
          UCLA                                              23,492
          American Stores                                   23,525
          Sears, Roebuck & Company                          21,370
          The Vons Company                                  20,010
          Boeing Corp.                                      19,764
          Pacific Telesis Group                             19,415
          Dayton-Hudson Corporation (Mervyn's, Target)      18,815
          Walt Disney Company                               18,000
          Rockwell International Corporation                17,200
          Northrop-Grumman                                  17,000
          USC                                               16,940
          Ralph's Grocery Company                           16,151
          Robinson's May                                    15,861
          Edison International                              15,782
- --------------------------------------------------------------------------------
          NOTE: As of April 1997
- --------------------------------------------------------------------------------

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Section II -- Area Review and Neighborhod Analysis                         II-8
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FUTURE ECONOMIC OUTLOOK

As a basis for our growth estimates for the regional economy, we have utilized
the consensus of economists of the state's largest banks, who expect modest
levels of growth in the realm of two percent annually as the local economy
refocuses away from defense contracting to services and infrastructure
development such as transportation industries. The area economy has continued
its recovery during the first three-quarters of 1997 and we anticipate moderate
growth in 1998.

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                               [GRAPHIC OMITTED]

                     LOCATION MAP SHOWING SUBJECT PROPERTY
                  IN RELATION TO THE SURROUNDING NEIGHBORHOOD
<PAGE>

Section II -- Area Review and Neighborhod Analysis                         II-10
- --------------------------------------------------------------------------------

SANTA BARBARA OVERVIEW

Santa Barbara, located approximately 95 miles north of Los Angeles, has emerged
as a major resort area for Southern California and a significant destination
stop for regional, national and international visitors to Los Angeles. The Four
Seasons Biltmore, a premier resort hotel, is located in the unincorporated
affluent community of Montecito, near the City of Santa Barbara within Santa
Barbara County.

Santa Barbara, considered one of the most exclusive and prestigious California
destination markets, is a picturesque resort community located 95 miles north of
Los Angeles on the Pacific Ocean. In addition to the numerous tourist
attractions and amenities, the community has a diversified economy that has
allowed the area to weather the recession better than most of Southern
California.

The following table indicates the key economic indicators for the City of Santa
Barbara during the period 1992 to 1996.

<TABLE>
<CAPTION>
=================================================================================================================
                                        Economic and Demographic Profile
                                             Santa Barbara SMSA(1)
                                                 1992 to 1996
- -----------------------------------------------------------------------------------------------------------------
                                                                                                        Compound
                                                                                                         Annual
                                                                                                         Change
                                               1992        1993        1994        1995        1996     1992-1996
- -----------------------------------------------------------------------------------------------------------------
<S>                                         <C>         <C>         <C>         <C>         <C>           <C> 
Population
  City of Santa Barbara                         89,000      86,300      86,000      89,300      89,800    0.2%
  Santa Barbara/Santa Maria/Lompoc             384,300     386,100     388,400     396,200     398,000    0.9

Total EBI(2) - ($100s)
  City of Santa Barbara                     $1,657,708  $1,661,073  $1,716,959  $1,514,890  $1,548,276    2.2%(3)
  Santa Barbara/Santa Maria/Lompoc           6,483,047   6,733,043   7,021,150   6,081,724   6,217,004    2.2(3)

Median household EBI
  City of Santa Barbara                     $   35,918  $   37,499  $   39,189  $   32,618  $   33,132    1.6%(3)
  Santa Barbara/Santa Maria/Lompoc              37,716      39,348      41.039      34,452      34,958    1.5(3)

Retail sales - ($100s)
  City of Santa Barbara                     $1,154,652  $1,090,231  $1,071,287  $1,170,267  $1,238,564    1.8%
  Santa Barbara/Santa Maria/Lompoc           3,052,758   2,992,633   3,068,176   3,218,806   3,407,639    2.8

Eating and drinking place sales - ($100s)
  City of Santa Barbara                     $  173,945  $  157,969  $  131,139  $  155,317  $  148,057   (3.9)%
  Santa Barbara/Santa Maria/Lompoc             390,955     365,368     323,738     363,631     352,176   (2.6)
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Standard Metropolitan Statistical Area

(2)  Effective buying income. As of 1995, Sales and Marketing Management changed
     the benchmark of EBI from personal Income by the Bureau of Econonic
     Analysis to Money Income by the U.S. Census Bureau. Census Data was deemed
     by this organization more credible for long-term tracking.

(3)  Compound annual change 1995 to 1996.

Source: PKF Consulting and Sales and Marketing Management Survey of Buying Power
- --------------------------------------------------------------------------------

The foregoing chart indicates a pattern of moderate economic growth. Population
has increased 0.2 percent on a compound annual basis reflecting the difficulty
in developing new housing in the area due to land use and water use
restrictions. Total effective buying income and median household effective
buying income have increased at levels commensurate of inflation indicating the
continued affluence of the community. Retail sales growth has been moderate;
however, eating

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Section II -- Area Review and Neighborhod Analysis                         II-11
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and drinking place sales have decreased at a compound annual rate of 3.9 percent
over the past five years.

Employment

The following chart presents the historical distribution of jobs across industry
sectors in the Santa Barbara area as prepared by the University of California,
Santa Barbara.

As detailed below, the wide distribution of jobs in the community across
industry sectors coupled by strong employment growth in agriculture, natural
resource extraction and services has moderated job losses in other sectors,
primarily manufacturing.

<TABLE>
<CAPTION>
====================================================================================================================
                                              Santa Barbara County
                            Historical and Future Wag. and Salary Employment Statistics
                                     Employment History by Economic Sector
- --------------------------------------------------------------------------------------------------------------------
                                                                 Historical                   
                                          -------------------------------------------------------    Compound Annual
        Economic Sector                    1992        1993        1994        1995         1996       Growth Rate
- --------------------------------------------------------------------------------------------------------------------
<S>                                       <C>         <C>         <C>         <C>          <C>             <C> 
 Agriculture                              11,567      13,242      13,858      14,117       14,575           5.9%
 Natural Resource Extraction               1,058         925       1,017       1,158        1,108           1.7
 Construction                              5,925       5,067       5,142       5,375        5,825          (0.4)
 Durable Manufacturing                    15,500      14,542      13,317      12,042       12,050          (6.1)
 Non-Durable Manufacturing                 3,700       3,750       3,725       3,892        4,150           2.9
 Transportation, Communication
   and Utilities                           5,283       4,842       5,117       5,142        5,333           0.2
 Wholesale and Retail Trade               33,709      34,134      34,834      35,242       34,967           0.9
 Finance, Insurance and Real Estate        7,608       7,475       7,742       7,225        7,100          (1.7)
 Tourism                                  15,021      15,399      15,555      16,376       16,027           1.6
 Services                                 42,717      43,400      43,708      44,675       46,417           2.1
 Government                               29,242      29,225      29,325      29,692       29,633           0.3
- --------------------------------------------------------------------------------------------------------------------
 Total Non-Farm Employment               159,763     158,759     159,482     160,819      162,610           0.4%
- --------------------------------------------------------------------------------------------------------------------
 Total Employment                        171,330     172,001     173,340     174,936      177,185           0.8
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

Note: Numbers have been presented exactly as furnished. These projection figures
represent the alternative case scenario.

Source: The 1997 Santa Barbara County Economic Outlook - UCSB Economic Forecast
Project
- --------------------------------------------------------------------------------

Tourism

Tourism is a major component of the Santa Barbara area economy. While the
majority of visitors are from Southern California, both out-of-state and
out-of-country visitors continue to be an integral part of the Santa Barbara
area visitor base.

According to the Santa Barbara County Economic Outlook, the total number of
daily visitors to the Santa Barbara area has increased at a compound annual rate
of three percent from 17,254 in 1992 to 19,387 in 1996. This daily visitation
level is projected to grow at a compound annual growth rate of two percent over
the next eight years.

The economic impact of tourism to the region has been significant as total
visitor expenditures have increased from approximately $250.2 million in 1992 to
$296.6 million in 1996. Adjusting this expenditure level into 1996 dollars, has
resulted in a 4.3 percent compound annual increase with future growth expected
to be at a compound annual rate of five percent from 1997 to 2005. Of these
visitor expenditures in 1996, eating and drinking place sales represent the
largest portion

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Merrill Lynch Mortgage Capital, Inc.
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Section II -- Area Review and Neighborhod Analysis                         II-12
- --------------------------------------------------------------------------------

of the visitor expenditure (38 percent), followed by hotel/motel room sales (37
percent) and shopping expenditures (25 percent).

The following table outlines the historical and projected number of visitors to
the Santa Barbara area, and their related expenditures in the community.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
                                    Visitor Statistics and Expenditures
                                       Southern Santa Barbara County
                                                 1992-1998
- ------------------------------------------------------------------------------------------------------------
                                                                                             Compound Annual
                                              Historical                   Projected           Growth Rate
- ------------------------------------------------------------------------------------------------------------
                                         1994    1995    1996    1997    1998    1999    2000  (1994-1996)
- ------------------------------------------------------------------------------------------------------------
<S>                                     <C>     <C>     <C>     <C>     <C>     <C>     <C>       <C> 
Total Number of Visitors Per Day
         0vernight                       7,883   8,251   8,285   8,302   8,491   8,649   8,969     2.2%
         Daily                          10,563  11,056  11,102  11,124  11,378  11,589  12,018     2.2
- ------------------------------------------------------------------------------------------------------------
         Total                          18,446  19,307  19,387  19,426  19,869  20,238  20,987     2.2
- ------------------------------------------------------------------------------------------------------------
Total Visitors Expenditures (*000,000)
         Overnight                       186.5   199.6   222.4   244.6   273.1   300.9   333.8    10.5%
         Daily                            68.3    72.6    74.2    76.0    79.7    83.5    89.1     4.5
- ------------------------------------------------------------------------------------------------------------
         Total                           254.8   272.2   296.6   320.6   352.8   384.4   422.9     8.8
- ------------------------------------------------------------------------------------------------------------
Total Visitor Expenditures               263.2   276.9   296.6   313.7   336.5   356.5   381.3     6.4
In 1996 Dollars (*000,000)
- ------------------------------------------------------------------------------------------------------------
Total Eating and Drinking                 97.6   104.2   112.1   120.0   131.0   141.8   155.2     8.0
Expenditures (*000,000)
- ------------------------------------------------------------------------------------------------------------
Total Shopping Expenditures               63.9    68.2    73.3    78.3    85.3    92.2   100.8     7.9
($000,000)
- ------------------------------------------------------------------------------------------------------------
Total Hotel/Motel Room Sales              93.2    99.8   111.2   122.3   136.5   150.4   166.9    10.2
(*000,000)
- ------------------------------------------------------------------------------------------------------------

Note: Numbers have been presented exactly as furnished.

Source: The 1995 Santa Barbara County Economic Outlook- UCSB Economic Forecast Project
- ------------------------------------------------------------------------------------------------------------
</TABLE>

Tourist Amenities

The appeal of the area is due to its setting and numerous amenities. The
following are some of the key local tourist attractions:

      >     Mission Santa Barbara, a unique twin bell tower and lovely facade
            have earned it the title "Queen of the Missions".

      >     State Street shopping and historic area, as Santa Barbara's main
            thoroughfare connects the diverse area of the city with excellent
            shopping and restaurants.

      >     Sterns Wharf, the oldest operating jetty on the west coast offering
            several restaurants, gift and souvenir shops, wine tasting rooms, a
            seafood market and a palmist.

      >     Santa Barbara Zoo, a charming garden setting with nearly 500 animals
            from around the world and with a spacious picnic area, botanical
            gardens, miniature train, playground and snack bar.

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Section II -- Area Review and Neighborhod Analysis                         II-13
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      >     Santa Barbara County wineries, approximately 15 wineries are
            established offering wine tasting rooms, tour and picnic areas.

      >     Solvang, a "Danish" village located about 44 miles north of Santa
            Barbara is a picturesque town with the thatched roof atop
            Tudor-style shops, gas street lights and Danish windmills edged with
            cobblestone streets.

In addition to the foregoing, Santa Barbara has a relaxed affluent beachfront
ambiance that visitors find appealing much like the French Riviera.

Transportation

      Air

The Santa Barbara Municipal Airport serves the immediate Santa Barbara area and
is located north of the subject site in Goleta. The airport is currently served
by United, United Express, American Eagle, Skywest (Delta Connection), and
Trans-State Airlines which provides connecting service for Continental, Trans
World Airlines and Northwest. Santa Barbara Airport has service to major west
coast cities including Los Angeles, San Jose, San Luis Obispo, Palm Springs,
Long Beach, Bakersfield, and San Francisco. The airport is currently 20,000
square feet and expansion plans are being proposed to expand the facility by an
additional 50,000. The expansion is pending environmental review and ultimate
city approval at this time.

Passenger volume at the Santa Barbara Municipal Airport increased from
approximately 587,000 passengers in 1986 to 674,000 passengers in 1996. There
was a one-year aberration of approximately 675,000 passengers in 1987 as
Continental Airlines offered a $29 rate for a large part of the year. From 1989
to 1995, total passenger counts declined substantially until 1996 when passenger
counts experienced its largest increase since the airport began tracking
passenger counts. According to management at the Santa Barbara Municipal
Airport, the dramatic increase in passenger counts can be attributed to the
improving economy and Shuttle by United and Mesa Air's entrance into the market.
Fares have been reduced substantially and are for regional flights i.e. Phoenix
and San Diego comparable to that paid for LAX or Burbank.

Presented in the following table is a summary of airport activity at Santa
Barbara Municipal Airport from 1988 to 1996.

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Section II -- Area Review and Neighborhod Analysis                         II-14
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                    =======================================
                        Santa Barbara Municipal Airport
                               Passenger Volume
                    ---------------------------------------
                                         Number of
                          Year           Passengers
                    ---------------------------------------
                          1986            587,000
                          1987            675,000
                          1988            621,000
                          1989            642,000
                          1990            625,000
                          1991            592,000
                          1992            576,000
                          1993            532,000
                          1994            564,000
                          1995            531,000
                          1996            674,000
                    ---------------------------------------
                     Compound Annual
                       Growth Rate          1.4%
                       1986-1996
                    ---------------------------------------
                    Note: All figures are rounded.

                    Source: Santa Barbara Municipal Airport
                    ---------------------------------------

Los Angeles International Airport (LAX) is the largest of five airports serving
the Los Angeles five county region. International travel between 1986 and 1996
grew at a rate of approximately eight percent compounded annually, far outpacing
the growth in domestic travel. This indicates that the region has increased in
popularity for both international business and pleasure purposes. The following
table presents the total passenger counts at LAX from 1986 through 1996.

       ==================================================================
                             Total Passenger Counts
                        Los Angeles International Airport
       ------------------------------------------------------------------
           Year        Domestic        International         Total
       ------------------------------------------------------------------
           1986       35,000,000          6,500,000       41,500,000
           1987       37,400,000          7,400,000       44,800,000
           1988       36,300,000          8,100,000       44,400,000
           1989       34,200,000          8,800,000       43,000,000
           1990       36,000,000          9,800,000       45,800,000
           1991       35,300,000         10,400,000       45,700,000
           1992       35,500,000         11,500,000       47,000,000
           1993       35,900,000         11,900,000       47,800,000
           1994       38,400,000         12,700,000       51,100,000
           1995       40,500,000         13,400,000       53,900,000
           1996       43,900,000         14,000,000       57,900,000
       ------------------------------------------------------------------
          Compound                    
       annual growth     2.3%               8.0%             3.4%
       ------------------------------------------------------------------
       Source: Department of Airports
       ------------------------------------------------------------------

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Section II -- Area Review and Neighborhod Analysis                         II-15
- --------------------------------------------------------------------------------

MONTECITO - NEIGHBORHOOD REVIEW

The Four Seasons Biltmore is located in the unincorporated community of
Montecito, an affluent area nestled at the foot of the Santa Ynez Mountains and
looking over the Pacific Ocean to the Channel Islands.

Montecito is a prestigious, affluent, beachfront community located approximately
95 miles north of Los Angeles on U.S Highway 101, and 330 miles south of San
Francisco. The surrounding residential neighborhood area has a Mediterranean
charm with over 25 miles of palm-lined beaches overlooking the Pacific Ocean.

In Spanish, Montecito means "little forest". The name is appropriate for this
exclusive residential area east of Santa Barbara. The hedges and stucco walls
which line the narrow, winding Montecito roads have afforded privacy for the
rich and famous. The main attractions in this area are the upper Montecito
Village shopping area, Butterfly Beach, Lookout Park and Manning Park.

The borders of the Montecito community are as follows: to the west are Coast
Village Road, Sycamore Road and Coyote Road (City of Santa Barbara); to the
north is East Camino Cielo Road (Santa Ynez Mountains); to the east is Ortega
Hill Road (Summerland/Carpenteria); and to the south is the Pacific Ocean. In
relation to Montecito, the Four Seasons Biltmore Hotel is located at the
southernmost portion of this community.

The immediate neighborhood is bounded by the Pacific Ocean to the south,
Butterfly Lane and affluent residential homes to the west, the Southern Pacific
Railroad tracks and the Upper Montecito Village shopping area to the north, and
Olive Mill Road and condominiums to the east. In general, the area is a very
attractive mix of luxury retail, residential and hotel/resort properties.

CONCLUSION

Due to the region's economic recovery over the past several years, the Santa
Barbara area and the Four Seasons Biltmore Hotel in particular have benefited.
Tourism, which is a major industry for Santa Barbara, is showing particular
signs of strength. Historical visitor expenditures have exhibited strong growth
in recent years and forecasts for the near future are bullish. The increased
passenger counts at the regional airport and hotel/motel revenues are further
indicative of the strength of this area and its tourist appeal.

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Merrill Lynch Mortgage Capital, Inc.
<PAGE>

                                  Section III

                              PROPERTY DESCRIPTION


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Section III -- Property Description                                       III-1
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                              PROPERTY DESCRIPTION

SITE DESCRIPTION

Location, Access and Visibility

The Four Seasons Biltmore is located at 1260 Channel Drive in the community of
Montecito, County of Santa Barbara and State of California. The main entrance to
the subject is via Channel Drive, a two-lane arterial approximately 60 feet
wide, with a parking lane, concrete curb and concrete sidewalks in each
direction. This arterial leads to the circular driveway of the Four Seasons
Biltmore and also to the parking spaces in front of the Coral Casino Beach Club.
Channel Drive looks immediately to the south onto the Pacific Ocean and provides
a scenic drive through the Santa Barbara area along Montecito Shores.

The site is accessible from U.S. Highway 101 via the Coast Village/Montecito
exit ramp. This freeway links the cities of Los Angeles and San Francisco via a
coastal route. The property is also accessible via Amtrak, which stops daily in
downtown Santa Barbara, running as far south as San Diego and north to Seattle,
Washington. The Santa Barbara Airport is located approximately 15 miles west of
the property providing accessibility to and from major hub cities.

Topography, Shape and Size

As detailed on the plat maps presented in the Addenda, the subject site is
composed for four parcels containing a total net land area of 18.267 acres
(795,733 square feet). Hill Road, which bisects the site to the north, and
Channel Road, which bisects the site to the south, divide the site into these
four parcels. An overall site plan is presented on the following page.

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Merrill Lynch Mortgage Capital, Inc.
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                               [GRAPHIC OMITTED]

                                   SITE PLAN
<PAGE>

Section III -- Property Description                                        III-3
- --------------------------------------------------------------------------------

Parcel One is a roughly triangular parcel of 2.021 acres (88,054 square feet) in
the northwest corner of the property. The site has 684.82 feet of frontage on
Hill Road and 570.03 feet on the Southern Pacific Railroad right-of-way. Parcel
Two is also nearly triangular and contains 1.681 acres (73,201 square feet).
This parcel has 286.16 feet of frontage on Olive Mill road, 531.11 feet on Hill
Road, and 434.27 on Southern Pacific Railroad. Each of these parcels comes to a
point where the Hill Road and Southern Pacific Railroad rights-of-way coincide
between the parcels. Both are used for hotel parking lots; the tennis courts are
also located on Parcel Two.

Parcel Three is the main hotel site and contains 11.305 acres (492,455 square
feet), net of a variable-width easement to Santa Barbara County for public road
purposes (the gross area is 12.317 acres, or 536,531 square feet). This parcel
is surrounded on three sides by public streets and adjoins an exclusive
residential section to the west. Road frontage includes 1,215.07 feet on Olive
Mill Road and Channel Drive and 1,145.37 feet on Hill Road, although all three
roads flow into one another, and the exact division points are not distinct.

Parcel Four is composed of the site of the Coral Casino and a strip of land
between Channel Drive and the Pacific Ocean opposite the hotel. The parcel
contains 3.260 acres (142,023 square feet) and has 1,116.76 feet of frontage on
Channel Drive and 1,072.21 feet on the mean high water mark (high tide line) of
the Pacific Ocean. However, about one half of this road frontage is for land
having a depth of less than 100 feet.

The site is very gently rolling in topography, sloping gradually downward to the
ocean. A reinforced concrete seawall has been built along the shoreline (as
indicated by a dashed line on the survey map); the seawall was heavily damaged
by storms in the area in January 1995 and has been partially rebuilt. The land
is generally at or near road grade along all of the public streets.

Soil Conditions and Hazardous Materials

A soil report was not provided for the preparation of this appraisal. However,
based on the integrity of the existing structure and surrounding developments,
it appears that there are stable soil conditions and that the soils are of
sufficient bearing capacity for continued support of the existing structures.

The presence of asbestos in the building identified in the Report of Asbestos
Abatement Observations, as discussed on page III-13. We have no knowledge of the
existence of any other hazardous materials such as ureaformaldehyde foam
insulations, radon gas, or lead paints in the soil or building. We have assumed
that the soils and improvements do not contain any other toxic or hazardous
materials.

Flood and Earthquake Zones

According to the National Flood Insurance Rate Map 060331 0765D, dated September
5, 1990, the subject property is primarily located in Zone "C," an area
considered to have minimal flood hazard. A strip of land along the eastern
boundary of the property, just 50 feet wide on Parcel Two and Parcel Three (as
identified on the survey map) and 200 feet wide on Parcel Four, is located in
Zone "A6," an area considered to be within the 100-year floodplain. The
remainder of Parcel Four, with the exception of the northernmost 50 feet, is
located in Zone "V4," which is within the 100-year coastal floodplain, with
velocity. Thus, Parcels One, Two and Three, for all intents and purposes, are
outside of the floodplain, since the small strips of land in Zone A6 lie along
Olive Mill Road and are largely in required setbacks already. Parcel Four, lying
between Channel Drive

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Section III -- Property Description                                       III-4
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and the Pacific Ocean, is essentially in the floodplain in its entirety.
Therefore, the Coral Casino structures could not be built today. There are no
designated wetlands on the property to our knowledge.

According to representatives of the California Division of Mines, Department of
Conservation, the subject is not in an Alquist-Priolo Special Studies Zone.

Utilities

All utilities are available and connected to the site. Utility services are
provided by the following agencies:

              ---------------------------------------------------
                  Electricity      Southern California Edison

                  Natural Gas      Broad Street Oil and Gas

                  Water and Sewer  Montecito Water District

                  Telephone        GTE Telephone/U.S. Sprint
              ---------------------------------------------------

Zoning

The subject property is currently zoned C-V, Resort-Visitor Serving Commercial,
by the County of Santa Barbara. As taken from the Zoning Ordinance, the
permitted uses include:

      1.    Resort, guest ranch, hotel, motel, country club, convention and
            conference center.

      2.    Light commercial uses (i.e., barber and beauty shops, gift shops,
            restaurants, etc.) normally associated with the needs of visitors,
            provided such commercial activities are so designed and limited as
            to be incidental and directly oriented to the needs of visitors and
            do not substantially change the character of the
            resort/visitor-servicing facility.

      3.    Recreational facilities, including but not limited to piers, boat
            docks, golf courses, parks, playgrounds, riding and hiking trails,
            tennis courts, swimming pools, beach clubs.

      4.    Non-residential child care centers, that are accessory and
            subordinate to uses permitted [herein], for use by on-site employees
            of the development when sited and designed to ensure compatibility
            with other permitted uses on the project site and on adjacent
            parcels.

      5.    Accessory uses, buildings, and structures which are customarily
            incidental to the above uses.

With a major conditional use permit, public-riding stables, campgrounds, and
hostels are permitted; and residences are permitted with a minor conditional use
permit. Required setbacks for all structures are 20 feet on all sides, or 50
feet from a residential zone (street setbacks are at least 50 feet from the
centerline). Other regulations include a 35-foot height limit and a requirement
that a minimum of 40 percent of the net area be left in open space. Parking
regulations for hotel properties call for one space per guestroom plus one space
per five employees.

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Section III -- Property Description                                       III-5
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The Four Seasons Biltmore Hotel and Coral Casino Beach Club comply with the
current zoning designation.

Title and Easements

A title policy issued on August 8, 1991, by American Land Title Association does
not refer to any significant easements affecting the property (the title policy
for the new owner has not been made available to us). References are made to a
1937 easement for public road to Santa Barbara County; a utility easement to
Southern California Edison Company; the rights which the general public may have
by reason of access to a portion of the beachfront; restrictive covenants on
portions of the land; and some minor encroachments on the western property line.

The survey given in the Addenda shows the outline of the public road easement to
the County. While we do not believe that the utility of the subject property is
likely to be affected, we have deducted the land area within this easement from
the reported net land area in this appraisal. No other easements, encroachments
or encumbrances were noted which would adversely affect the usage or value of
the subject.

Assessed Value and Property Taxes

Real estate taxes payable by the subject property include real and personal
property taxes. The subject property has real estate taxes assessed and billed
by the Santa Barbara County Tax Assessor's Office. The current method of
taxation of real property in California is mandated by the Jarvis-Gann Property
Tax Initiative, under which real estate taxes were reduced to one percent of the
property's full market value as of the 1975/76 fiscal year, plus any
voter-approved bond indebtedness.

The subject site consists of four parcels containing a total of 18.3 acres or
795,733 square feet. The current assessed value is presented in the following
table. It is important to note that the basis for this valuation was established
some time ago and, therefore, does not reflect a current indication of market
value of the subject property.

================================================================================
                    Four Seasons Biltmore Property Assessment
- --------------------------------------------------------------------------------
                                  1996-97 Assessed Value
   Assessor's         --------------------------------------------
  Parcel Number           Land       Improvements       Total          Taxes(1)
- --------------------------------------------------------------------------------
  009-351-12-00       $ 1,280,416    $   230,479     $ 1,510,895     $ 15,172
  009-352-09-00         7,809,267     21,360,307(2)   29,169,574      292,921
  009-353-15-00         2,085,425      1,651,767       3,737,192       37,529
  009-354-01-00         1,064,890        134,446       1,199,336       12,229
- --------------------------------------------------------------------------------
  Total               $12,239,998    $23,376,999     $35,616,997     $357,851
- --------------------------------------------------------------------------------
(1)   Basic property tax only (excludes fixed tax assessments).

(2)   Includes personal property assessed at $4,150,000.

Source: County of Santa Barbara
- --------------------------------------------------------------------------------

The current real estate tax assessment is $35,616,997 or $164,134 per available
guestroom. Based on the current effective tax rate of 1.00420 percent of
assessed value, gross annual real estate taxes are indicated at $357,851 or
approximately $1,649 per guestroom. In addition to real estate taxes, the
subject pays the county a fixed sewer assessment of $78,000 per year. Unlike
real estate taxes, this assessment is inflated at 3.0 percent annually.

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Section III -- Property Description                                       III-6
- --------------------------------------------------------------------------------

The assessor's assessment of market value is limited to a two percent annual
increase unless the property is transferred or there is substantial new
construction. In either of these two events, the property is re-appraised to
current market value, usually as evidenced by the sales price or the
construction cost.

IMPROVEMENT DESCRIPTION

General Layout

Situated on 18.3 immaculately groomed, landscaped acres, the Four Season
Biltmore is comprised of the hacienda-like, central hotel which houses the main
lobby, 9,800 square feet of conference and meeting space, and two restaurants,
La Marina and the Patio, plus La Sala Bar and Lounge. The circular driveway off
Channel Drive leads to the lobby and reception area. This main structure and all
of the hotel's other buildings are decorated in remembrance of Santa Barbara's
Spanish Colonial heritage with exposed wood beams, mosaic tiles, tapestries,
warm colored fabrics and furnishings from early California. Throughout the hotel
there are fine art works and an abundance of fresh cut flowers that brings a
contemporary touch to this classic setting. To the west side of the lobby area
is the entrance to La Sala Lounge. La Marina and the Patio are located at the
north section of this building along with most of the meeting and banquet space.
On the second level of this structure are guestrooms, and other guestroom
buildings can be accessed through a second-level hallway. Located in the
basement are the operation departments such as the accounting, marketing and
sales staff, while the executive offices, business center and retail shops are
on the ground floor.

Surrounding the central structure are spacious lawns with exotic tropical plants
and flower beds, royal palms, oaks and eucalyptus trees. Noted landscape
architect Ralph Stevens designed the grounds, which feature hundreds of species
of rare and exotic plants. Because of the mild climate, flowering plants are in
bloom most of the year. There are also 13 guest cottages providing the ultimate
in privacy. To the east of the main structure is an open lawn providing a gaming
area for croquet, shuffleboard, and a putting green; it is also used for outdoor
luncheons. The pool and workout room is located just east of this area. The
tennis courts are located at the northeasternmost portion of the site, with the
parking areas also at the outskirts of the hotel. A facilities profile and site
plan are presented on the following pages.

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Section III -- Property Description                                       III-7
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                           Four Seasons Biltmore Hotel

                            Santa Barbara, California

                               Facilities Summary

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                 Guest Rooms           Number of Rooms     Square Footage
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        Moderate                             11                  330
        Superior                             93                  330
        Cottage                              34                  330
        Deluxe Pool View                     24                  330
        Deluxe Fireplace                     29                  330
        Deluxe Ocean View                     4                  330
        Junior Suite (Biltmore Rooms)         5                  400
        Main-Building Suite                   2                544-768
        Cottage Suite                         4               544-1,216
        Executive Suite Cottage               1               600-1,320
        San Miguel and Santa Cruz Suites      1                674-898
        Odell Cottage (Premier Suite)         1                 1,264
        Suite Parlors                         8                674-898
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          Total                             217
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              Food and Beverage       Square Footage           Seating
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        La Manna                          2,200                  85
        The Patio                         3,800                 115
        The Patio Terrace                   N/A                  46
        La Sala Bar and Lounge            2,100                 105
        La Perla (Coral Casino)           2,200                  75
        The Raft (Coral Casino)             800                  75
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          Total                          11,100                 601
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             Meeting and Banquets     Square Footage           Seating
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       Loggia Ballroom                    3,150                88-375
       La Bella Vista                     2,735                78-325
       La Fonda                             589                22-50
       El Rincon                            390                20-40
       La Salita                            741                20-100
       La Sala Verde                        600                22-75
       El Mar                             1,140                36-150
       El Galeon (via stairs)               435                20-25
       Alto                                 450                20-40
       La Pacifica Ballroom 
         (Coral Casino)                   4,200                45-500
       La Concha (Coral Casino)             850                25-70
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          Total                          15,280               396-1,750
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                Coral Casino Club
              Recreational Facilities         Square Footage
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       Showers                                      875
       Locker/Changing Areas                      4,300
       Sauna                                        240
       Steam                                        200
       Exercise Room                                400
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         Total                                    6,015
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       Source: Four Seasons Biltmore Hotel
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Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
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Section III -- Property Description                                       III-8
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Guest Accommodations

Each of the Biltmore's 217 rooms and suites look out onto either the Pacific
Ocean, the Santa Ynez Mountains, the hotel's own quiet gardens, or the swimming
pool. Many rooms have patios, fireplaces and vaulted ceilings, and a few have
balconies or roof terraces.

The rooms are generally oversized by modern standards, having sitting areas or
adjoining rooms in suite arrangements. Most rooms have king beds, although there
are 48 double-bed units. Of the rooms with two beds, the majority are
double-double and a few have double-twin (in the cottage). All rooms feature a
refrigerator/mini-bar, clock radio, remote controlled color television sets
(with On Command and Spectravision in-room movies and a VCR), iron and ironing
boards, humidifier, umbrella, room safe, ceiling fans, and individual climate
controls. The bathrooms offer a full compliment of amenities, including terry
cloth robes and hair dryers. The suites also have coffeemakers and generally
enhanced amenities, and three of the suites also have stereo systems. The
guestrooms are not air conditioned, but the temperate climate in Santa Barbara
makes this unnecessary.

The guestroom walls are painted plaster, the floors are carpeted and the windows
are covered with plantation-style wooden shutters and drapery. Guest bathrooms
typically have marble walls and floors, with cast-iron tub and marble shower
enclosure; a few rooms also have shower stalls. Some bathrooms have ceramic tile
in place of marble.

There are a variety of suites on the property, ranging from the Junior Suites at
400 square feet (only slightly larger than the typical guestroom) to the
1,264-square foot Premier Suite that encompasses the bulk of the Odell Cottage.
(The suite parlors in the 17 suites, other than the Junior Suites, were counted
as two units until early 1997.) Two other notable suites are the San Miguel and
Santa Cruz Suites, which are located on the second floor of the main building.
The suites also have at least one connecting guestroom that can be used as a
second bedroom. There are also 15 pairs of connecting rooms not attached to
suites. The guestrooms are typically of the same basic size, with the
distinguishing of "moderate," "superior" and "deluxe" rooms referring mainly to
furnishings and amenities in the rooms. For example, there are three levels of
toiletries (shampoo, lotion, etc.) offered in various rooms in the property.
Approximately 55 percent of the rooms are designated for non-smokers.

While the basic size, layout, and in-room amenities are consistent throughout
the property, there are distinct differences among the various types of
buildings on the property. The main building offers guests convenience, the
second-floor rooms or suites offer beautiful views, while the cottages tend to
be more secluded. Small groups or families often rent all or part of a cottage
together, since all but one are built around a central parlor. The Odell Cottage
was the residence of Robert S. Odell when he owned and operated the hotel, and
it has been placed on an architectural register as an outstanding example of a
classic American cottage. The window banquettes are a particularly noteworthy
item, as are the enclosed patio and gardens at the rear.

Food and Beverage Facilities

The Four Seasons Biltmore Hotel has two primary restaurants, La Marina and the
Patio, as well as the La Sala lounge. Hotel guests may also use the two
restaurants at the adjacent Coral Casino Beach and Cabana Club. In addition,
several meeting and banquet rooms offer attractive settings for social or
business events. Each of the major outlets is described in the following
paragraphs.

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Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
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                               [GRAPHIC OMITTED]

                              MAIN-BUILDING SUITE

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                              Guest Room Inventory
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    Room Category                              Number    Size (sq. ft.)
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    Superior                                     104          330
    Cottage                                       34          330
    Deluxe Pool View                              24          330
    Deluxe Fireplace                              29          330
    Deluxe Ocean View                              4          330
    Junior Suite                                   5          400
    Main-Building Suite                            4          544-768
    Cottage Suite                                  8          544-1,216
    Executive Suite Cottage                        2          600-1,320
    San Miguel and Santa Cruz Suites               2          674-898
    Odell Cottage (Premier Suite)                  1          1,264

    (Plus 17 Parlors with the Suites.)
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                                    COTTAGE

                       Floor Plans - Rooms and Amenities 


                       FOUR SEASONS RESORT- SANTA BARBARA

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Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
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Section III -- Property Description                                       III-10
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La Marina, seating 85, is the Biltmore's signature restaurant. Serving dinner
nightly, it features an ocean view, the elegant restaurant is celebrated in
Santa Barbara for its fine continental cuisine, serving sophisticated
specialties in a setting of candlelight, flowers, and high arched windows
framing the ocean. There are attractive French doors to give the room extended
outdoor function capability. La Marina is located at the western portion of the
main structure.

The Patio is a less formal, but offers a casually elegant glass-enclosed atrium
featuring al fresco dining on the terrace overlooking the ocean. The Patio
serves as a multi-purpose room and the image and decor has been slanted towards
a Spanish colonial/mission-style setting, with water fountains, plants and an
exposed kitchen. Soft colors through Southwestern decor compliment the
greenhouse ceiling artwork and ceramics. The ceiling features a glass roof that
can be retracted for open-air dining, and also fabric shutters that can be
opened or closed. The restaurant serves as the property's three-meal facility
and offers a famous Sunday brunch as well as numerous dinner buffets. The Patio
is located immediately west of the main lobby area and east of La Marina and
seats 115, with its adjacent outdoor Terrace seating another 46.

La Sala Lounge is a 105-seat, lobby area cocktail lounge that enables guests to
enjoy appetizers and cocktails looking out to the Pacific Ocean. The La Sala
Lounge is elegantly decorated with deep colors, gracefully shaped chandeliers,
wall scones and luxurious seating arrangements. Original oil paintings adorn the
walls and sculptures are situated throughout the room. The area is open from
late morning to late in the evening. The lounge is located to the east of the
Patio, which allows guests ocean views through the French doors.

The Raft and La Perla Restaurant and Lounge, the two restaurants in the Coral
Casino Beach and Cabana Club, both seat 75. The Raft serves lunch, while La
Perla serves both lunch and dinner. Both of these restaurants offer seating
indoors or on the terrace overlooking the pool and the Pacific Ocean.

In addition to the aforementioned restaurants, the hotel offers 24-hour room
service. A pool menu is also available daily with light selections and an
extensive beverage service. Four Seasons Alternative Cuisine is offered with all
menus, featuring foods low in sodium, cholesterol and calorie count. The on-site
pastry kitchen produces fresh breads, pastries, sherbet, ice cream and fine
chocolates.

Banquet and Meeting Facilities

Over 15,000 square feet of meeting space is divided among two ballrooms and nine
meeting rooms, many of which can be broken down further into smaller rooms. Most
open onto a terrace or garden, ideal for breakouts and pre-function events.
Groups from 10 to 500 can be served. Smaller groups may opt for the space and
privacy of a garden cottage with up to five bedrooms and a sheltered patio.
State-of-the-art audio-visual equipment and full catering services are available
on request.

The Loggia Ballroom, providing a dramatic clear span area of 3,150 square feet
for meetings and banquets, is the hotel's premier function room. The ballroom
has ornate chandeliers and wall fixtures while at the same time preserving the
original trimmings of the room. The recent renovations to the hotel allowed the
ballroom to return to its former elegance.

The smaller meeting rooms are the La Bella Vista, La Fonda, El Rincon, La Sala
Verde, El Mar, and Alto rooms which have all been completely refurbished.
Pleasant new wall and window

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Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
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Section III -- Property Description                                       III-11
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treatments, carpet, artwork and upgrading lighting capabilities combine to make
the rooms suitable for either banquet or meetings. The El Galeon has been richly
designed as a ship's interior and serves as a boardroom with a permanent meeting
table, built-in audio-visual equipment, a display wall, wet bar and adjacent
serving pantry; it is located up a short flight of steps. La Pacifica, the
hotel's second ballroom, is located in the Coral Casino and offers full ocean
views and an outdoor function area situated at the edge of the beach. It is one
of the few oceanfront ballrooms in California. La Concha is another, smaller
meeting room in Coral Casino.

In addition to the indoor accommodations, the grounds offer additional
opportunities for outdoor luncheons, banquets, receptions and meetings; and the
mild climate and very low rainfall make these areas available for most of the
year. The Recreation Lawn contains 3,200 square feet and can handle up to 350 at
reception and 250 for meals. Other areas include the North Patio, South Patio,
Loggia Patio (outside the Ballroom), and the 500 Courtyard, which can handle 65
to 120 for receptions and 60 to 100 for banquets. A floor plan and square
footage breakdown of the subject's conference facilities are presented on the
following pages.

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Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
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                               [GRAPHIC OMITTED]

                       Floor Plans - Conference Facilities

                       FOUR SEASONS RESORT - SANTA BARBARA
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QUICK REFERENCE GUIDE o Four Seasons Resort Santa Barbara  Conference Facilities
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<TABLE>
<CAPTION>
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                                                                                        CAPACITIES
                                                    --------------------------------------------------------------------------------
Room               Dimensions   Ceiling   Sq. Ft.   Round  Rectangle  Reception  Dinner/  Conferencee  Theater    U Shape  Classroom
                                Height                                           Dance
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<S>                 <C>           <C>     <C>        <C>      <C>        <C>       <C>         <C>       <C>         <C>      <C>
Resort
Loggia Ballroom     70' x 45'     18'     3,150      230      275        350       200         88        375         55       200
La Bella Vista            --      10'     2,735      250       --        250       220         78        325         63       150
   El Jardin        34' x 23'     10'       782       60       25         65        60         25         75         27        46
   Les Flores       32' x 23'     10'       736       60       25         65        60         25         75         23        45
   La Loma          32' x 19'     10'       608       50       22         50        40         22         60         20        28
   El Presidente    29' x 21'     10'       609       50       22         66        60         22         75         20        36
La Fonda            31' x 19'     10'       589       40       22         50        --         28         30         22        27
El Mar              30' x 38'     10'     1,140       80       36        150       100         36         90         36        60
La Sala Verde       30' x 20'     10'       600       50       22         75        --         23         48         22        30
La Salita           39' x 19'     10'       741       60       36        100        --         32         60         20        30
El Galeon           29' x 15'     10'       435       24       22         25        --         20         25         21        --
El Rincon           13' x 30'     10'       390       30       22         40        --         20         25         20        20
Alto                15' x 30'     10'       450       30       --         40        --         20         25         20        20
                                                                                                                            
Coral Casino                                                                                                                
La Pacifica                                                                                                                 
   Ballroom         50' x 84'     12'     4.200      300       --        500       300         --        400         45       150
La Concha           25' x 34'     10'       850       60       --         65        --         25         70         25        45
                                                                                                                            
Outdoors                                                                                                                    
Loggia Patio        15' x 50'      --       750       60       25         65        --         --         --         --        --
North Patio         40' x 40'      --     1,600      100       50        120        --         --         --         --        --
South Patio         40' x 40'      --     1,600      100       50        120        --         --         --         --        --
Recreation Lawn     80' x 40'      --     3,200      250       --        350        --         --         --         --        --
500 Courtyard       30' x 30'      --       900       60       --        100        --         --         --         --        --
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</TABLE>
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Section III -- Property Description                                       III-14
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Coral Casino Beach and Cabana Club

Originally built in 1937 on a dramatic oceanfront location, the Coral Casino
Beach and Cabana Club cannot be duplicated, since it lies primarily in the
floodplain. It is a private swim club with a 50-meter, Olympic-sized lap pool as
its focal point of activity. The pool is complimented by spacious sundecks,
shower and locker facilities, exercise room, whirlpool spa, sauna, steam room,
massage rooms, private cabanas, changing areas, a lounge and dining facilities.
The 4,200-square-foot La Pacifica Ballroom, with its ocean-view glamour is the
focal point for social events. A 600-member ceiling on club membership has been
set to maintain the exclusive ambiance and controlled use of the facilities. A
surge in membership has occurred in the past 36 months, which has brought the
total roster to the maximum 600 members. Hotel guests may also use the club
facilities for a nominal fee.

The $4,600,000 renovation program was completed in 1990. It dramatically
upgraded the existing facilities to the same luxury standard as the hotel and
has repositioned the Coral Casino as one of the premier beach clubs on the West
Coast.

Other Facilities and Amenities

Hotel services include a beauty salon, a gift shop, a jewelry store, business
center, complete laundry and valet services, twice-daily maid service, full
concierge service, and complimentary overnight shoeshine service. Complimentary
bicycles are also available, and there are exceptional supervised children's
activities.

Fitness facilities include two swimming pools, including a 50-meter Olympic pool
at the Coral Casino Beach and Cabana Club, two whirlpools, three lighted tennis
courts, putting green, shuffleboard and croquet courts. Golf outings are also
available through special arrangements at three nearby courses, Montecito
Country Club, La Cumbre Country Club, and Sandpiper County Club, the latter
being an oceanfront course considered one of the three best in the state, and
the former being only two miles from the subject.

Bookings are arranged readily for sailing, charter sport fishing, racquetball,
polo and horseback riding.

Operational Systems

The back-of-house facilities include the dry cleaning facility, laundry
equipment (three Unimac washers, three Cissell dryers and sheet ironer), the
main kitchen, Coral Casino kitchen, the loading lock, the water recycler, and
two wells.

Parking

There are four guest parking lot areas with a total of approximately 320 parking
spaces for the hotel. One is located at the circular driveway entrance to the
facility, another small lot is located at the western perimeter, and the
remaining two are at the northern perimeter between Hill Road and the railroad
tracks. A row of parking spaces is also available in front of Coral Casino
directly off Channel Drive.

Basic Construction and Mechanical Systems

The subject is mainly a wood-frame structure with stucco finish. The exteriors
of the buildings are painted stucco with mission tile roofing. The Coral Casino
1993 addition (except for the perimeter

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Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
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Section III -- Property Description                                       III-15
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mission-tile roof) and selected sections of the main building have flat built-up
roofs. Most of the cottages have cedar shake roofs. The structure and the roof
are in good condition, with the Coral Casino roof receiving $70,000 in repair
work a few years ago.

With regard to the mechanical systems, the subject has two public hydraulic
elevators, a 125-ton Carrier chiller for public areas, two hydronics boilers
rated at 5 million BTU each, two wells to supplement irrigation and a filtration
system. In addition to the central plant, there are smaller hydronics boiler
systems serving a group of three cottages. Heat is supplied to 70 percent of the
guestrooms through circulating hot-water baseboard Modine units from the central
plant, radiant forced-air heat from modified Modine units and gas heaters each
supplying about 15 percent. Domestic hot water is also supplied from the
boilers, through systems running parallel with the heat. The electrical system
has been continually upgraded with new breakers and switches now being installed
throughout the property.

Fire/Life Safety Systems

The subject property is fully sprinklered except for one building (the 700's
Building, attached to the main building and in the southeast corner of the
property). Hard-wired smoke detectors are provided at all building lobby and
corridor locations and in all guestrooms. In addition, a life-safety speaker
system and fire alarm pull station are a part of the life-safety system.

Compliance with the Americans with Disabilities Act (ADA)

In 1992, Congress enacted the Americans with Disabilities Act (ADA), which
requires that buildings be made accessible to the disabled. The Four Seasons
Biltmore Hotel has an existing program in place to bring the facilities into
compliance with the act. According to the Four Seasons Biltmore ADA Compliance
Schedule, issues that apparently have been resolved include curbing ramps,
reconstructing the lobby desk, adding handrails to various areas, making outside
entrances accessible, purchasing tables with knee clearance requirements,
insulating hot water pipes, replacing handles, providing accessible public
telephones, and installing both audible and visible emergency warning systems.
In addition, two guestrooms were made accessible, including roll-in showers,
bringing the total to four. The hotel is considered to be in substantial
compliance.

Hazardous Materials

We were provided a copy of the Report of Asbestos Abatement Observations for the
subject, with the report prepared by Letco Associates, Inc. In this report, it
was stated that asbestos was removed from the pipe and exterior duct insulation
from selected areas during September through October 1988. According to the
building engineer, asbestos is present in the pipes from the engineering
building to the main structure, in the walls, underneath the building, and in
the ceiling. Management has plans to remove the material but has not projected a
future date of completion nor cost. We have not estimated the impact of the cost
of removal on the value of the subject.

We have not been provided information on the potential presence of other
possible hazardous materials, and we are not aware of any which may be present.
We alert the client to the fact that we are not experts in the field and are not
qualified to make a determination as to their possible presence.

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Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
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Section III -- Property Description                                       III-16
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Historical, Natural, Cultural, Recreational, and Scientific Value

The property has no designated historical, natural, cultural, recreational or
scientific value. However, we do recognize that the property was designed by
noted architect Reginald Johnson in 1926 and is well recognized within the
community. The Santa Barbara County Historical Landmark Advisory Committee
stated that, although the property is not designated as a historical landmark,
in the unlikely event that it should be considered for demolition, a review
process would probably eventually lead to a historical designation by the
county. In addition, the Odell Cottage has a recognized architectural
designation, as previously noted.

Condition and Functional Utility of the Improvements

Since the 1988-1990 renovation, the Four Seasons Biltmore Hotel and Coral Casino
Beach Club have been maintained in excellent condition. Expenditures for capital
improvements over the past several years are noted below.

               =======================================================
                           Four Seasons Biltmore Hotel
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                         Historical Capital Improvements
               -------------------------------------------------------
                    Year                         Capital Additions
               -------------------------------------------------------
                    1993                           $ 1,038,795
                    1994                               394,101
                    1995                               581,721
                    1996                             1,253,180
                    1997                             2,037,195(1)
               -------------------------------------------------------
                  (1) The 1997 figures represent actual
                  dollars spent through August and the budget
                  for the remaining months.

                  Source: Four Seasons Biltmore Hotel
               -------------------------------------------------------

The new management agreement mandates capital expenditures equal to four percent
of gross revenues at the property, a level that is generally higher than
historical costs, and we believe that this level of capital additions should
maintain the hotel's competitiveness in the future.

Considering the age of the property, we found the facility to be highly
functional and well-designed for its current usage as a luxury resort hotel.
While the size and appointments of the guestrooms and suites are consistent with
newer properties (such as the Ritz-Carlton Laguna Niguel), guest bathrooms
outside the suites are typically small by today's standards, the only deficiency
in the property of note. This does not appear to present a significant marketing
challenge at present. We are of the opinion that the temperate climate, the
exceptionally manicured grounds featuring hundreds of rare and exotic plants,
the charm of the Santa Barbara area, and the access to a private beach
counter-balance any deficiencies in the guest accommodations.

Renovation

Between early 1988 and May 1989, a total renovation costing $15,000,000 was
completed on the main hotel and guest cottages, restoring the uniqueness of this
historical property. It was completed to reposition the hotel as an exclusive,
world-class coastal luxury resort. The following is a list of the major
renovations completed.

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Merrill Lynch Mortgage Capital, Inc.
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Section III -- Property Description                                       III-17
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      1.    All restaurants were completely refurbished.

      2.    All guestrooms, suites, and villas were completely refurbished and
            the bathrooms were renovated.

      3.    The entry road and arrival court was redesigned with a grand
            entrance with 18 majestic palm trees added. The parking area was
            also shifted to avoid having vehicles visible from the street.

      4.    The exterior stucco and trim was repaired and repainted.

      5.    The lobby and public corridors were renovated. There is new lighting
            that brightens the main rooms, cast stone wall brackets and other
            fixtures produce a soft ambient feel. The ceiling and beams are a
            lighter color.

      6.    The Loggia Ballroom was restored to its former elegance with a
            refinished ceiling, new all coverings, carpeting, window treatments,
            and a new lighting system.

      7.    The banquet and meeting rooms were given new all and window
            treatments, carpeting, artwork and upgrading lighting capabilities.

In 1990, approximately $4,600,000 was invested to upgrade the Coral Casino Beach
and Cabana Club to reposition it as a full-service recreational resort and
private club.

Since the major renovation, the property has been maintained in immaculate
condition through an above-average maintenance program and judicious capital
improvements.

Management of the subject indicated that recent and proposed improvements
include plans to expand the health club and pool deck, refurbish the entry
canopy, and replace the soft goods in the guestrooms. The 1996 actual and 1997
actual/forecast capital improvement budgets are presented in the Addenda.

CORAL CASINO MANAGEMENT AND MEMBERSHIP STRUCTURE

The Coral Casino Beach and Cabana Club is managed by Four Seasons along with the
hotel. The Conditional Use Permit on the club calls for a membership "cap" of
600, and when the permit was issued, management apparently never thought that
the membership would actually reach this level. In recent years, Coral Casino
has been promoted more heavily, especially to younger prospective members, and
as a result membership grew to the maximum allowable under the Conditional Use
Permit.

At present, there are eight types of memberships at Coral Casino, which are
summarized below.

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Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
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Section III -- Property Description                                       III-18
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================================================================================
                       Coral Casino Beach and Cabana Club
                               Membership Options
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                                                             Quarterly Food and
   Membership Type        Initiation Fee       Monthly Dues   Beverage Minimum
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Lifetime - Family            $15,000               $155             $145
Lifetime - Single             15,000                145              145
Lifetime - Non-Resident       15,000                145           (exempted)
Lifetime -- Monthly            2,500                265              145
3-Year Conversion(1)           5,000                165              145
Junior Conversion(2)           7,500                135              145
3-Year Junior Conversion(3)    3,750                135              145    
Social Membership(4)           3,000                145              145
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(1)   Can be converted to lifetime membership after the third year with a
      payment of $11,000.

(2)   Ages 21 to 32. Can be converted to a Lifetime membership for $7,500 when
      member reaches the age of 33.

(3)   Can be converted to full junior membership after the third year with a
      payment of $3,750.

(4)   Limited to 25 memberships.

Source: Coral Casino Beach and Cabana Club
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Additional fees are charged for those members who desire lockers ($10 per
month), dressing rooms ($45 per month), or cabanas ($165 per month, or $50 per
day). Guest fees are $8 for adults and $4 for children under 16. Members must
meet the food-and-beverage minimum of $145 each quarter, but receive a 15
percent discount on all charges.

Management has devised a number of strategies to deal with the membership cap. A
second class of membership, seasonal members, can be added under the existing
Conditional Use Permit, limited to 50. In addition, the club could apply to the
County for an increase in the number of permitted members, although there are
capacity issues at the club that would preclude the practical addition of more
members beyond the 600.

CONCLUSION

The Four Seasons Biltmore is currently among the premier luxury resorts in the
United States. Its unique architecture, oceanfront setting, superior recreation,
meeting and dining facilities, and high quality level will continue to attract
new and returning guests to this unique resort property.

The overall construction, condition, and quality of the subject are excellent
and comparable to other world-class destinations resorts found throughout the
United States and California. The layout of the property is spacious with 18.3
acres of land giving the guests a relaxed and comfortable environment. Because
the guestrooms are spread throughout the property, the hotel does not "feel"
crowded even when it is fully occupied, adding to the guest experience.

Additional photographs are presented on the following pages.

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Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
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                           Four Seasons Biltmore Hotel

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Section III -- Property Description                                       III-20
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                               GUEST COTTAGE SUITE


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                             GUEST COTTAGE BATHROOM

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Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
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Section III -- Property Description                                       III-21
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                         CORAL CASINO AND SWIMMING POOL


                               [GRAPHIC OMITTED]


                              EL MAR MEETING ROOM

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Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

                                   Section IV

                     MARKET ANALYSIS, MARKET POSITION, AND

                              HIGHEST AND BEST USE


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Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
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Section IV -- Market Analysis, Market Position, and Highest and Best Use   IV-1
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                       MARKET ANALYSIS AND MARKET POSITION

OVERVIEW

A destination resort is by definition a facility that has the ability to attract
demand that might not otherwise visit a destination. This distinction is
important to note because it differentiates a resort hotel from other types of
lodging facilities. Guests visiting destination resorts tend to come to a
particular market because of the attributes of a particular property located
therein.

Characteristics of a destination resort typically include:

      o     Location in a desirable climate (i.e., destination golf resorts are
            located in sunny climates; destination ski resorts are located in
            snowy climates);

      o     Availability and quality of various food and beverage outlets;

      o     Availability of a wide variety of recreational activities;

      o     A unique range of services designed to pamper the guests;

      o     Self-contained; and

      o     Tends to have a strong repeat business.

Resorts primarily target the group and tourist segments which, relative to a
typical commercial hotel, are not typically affected by the same economic
factors and supply conditions found in the immediate area. The nature of a
world-class luxury destination resort is such that its competitive environment
is geographically much broader.

The Four Seasons Biltmore Hotel, by virtue of its intended exclusivity,
location, amenities, services, and other facilities, can be classified as a
destination resort. As such, the property is expected to compete within the
worldwide luxury resort market, with world-renowned coastal California
properties and throughout the Western United States, including Hawaii, as well
as other warm climate destinations.

MARKET ANALYSIS

Existing Supply

In order to identify the competitive market of the Four Seasons Biltmore, we
have analyzed the overall California coastal-resort hotel market and selected
six properties that we feel offer primary competition to the subject hotel. The
hotels in the competitive market include the Inn at Spanish Bay, the Lodge at
Pebble Beach, the Ritz-Carlton Laguna Niguel, La Costa Hotel and Spa, the Hotel
Del Coronado, and the Four Seasons Aviara, which opened last month. The
selection of the competitive supply was based on each hotel's coastal location,
number of guestrooms, support facilities and amenities, room rate structure and
market orientation.

The selected hotels represent facilities that cater predominantly to the
high-end California coastal leisure (43 percent) and group meeting (57 percent)
demand. In 1996, the competitive supply achieved an aggregate occupancy level of
77.2 percent at a composite average daily rate of $222.06. Over the past five
years, both occupancy and average rate have steadily increased. Average rates
ranged from $175 to almost $350 within the competitive market in 1996.

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Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section IV -- Market Analysis, Market Position, and Highest and Best Use   IV-2
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The chart on the following page presents the anticipated primary competitive
supply for the Four Seasons Biltmore Resort. A description of each of the
competitive hotels and a map indicating their locations follow.

        ================================================================
                               Competitive Supply
        ----------------------------------------------------------------
           Map Code          Property                   Number of Rooms
        ----------------------------------------------------------------
            Subject   Four Seasons Biltmore                   217
               1      Inn at Spanish Bay                      270
               2      Lodge at Pebble Beach                   161
               3      Ritz Carlton Laguna Niguel              393
               4      La Costa Hotel and Spa                  482
               5      Hotel Del Coronado                      691
               6      Four Seasons Aviara                     337
                                                            -----
                      Total                                 2,551
        ----------------------------------------------------------------
           Source: PKF Consulting
        ----------------------------------------------------------------

The subject currently has 217 units. However, it should be noted that prior to
early 1997, the subject counted the 17 suites as two units each, which resulted
in a room count of 234. In early 1997, management of the subject began to count
the suites as one unit each resulting in a drop in the number of available rooms
to the current number.

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Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

                               [GRAPHIC OMITTED]


                            COMPETITIVE HOTEL SUPPLY

                                                                  PKF CONSULTING
<PAGE>

Section IV -- Market Analysis, Market Position, and Highest and Best Use   IV-4
- --------------------------------------------------------------------------------

      Inn At Spanish Bay

The 270-room Inn at Spanish Bay is situated along the northern end of the "17
Mile Drive" in the Pebble Beach-Monterey area. Completed in November 1987, the
Inn is a luxury hotel providing guests with ocean, forest or fairway views, two
restaurants, two lounges and 14,000 square feet of meeting space. It was
developed to complement its sister hotel, the Lodge at Pebble Beach, by offering
more extensive meeting facilities to cater to group meeting demand. Guests
staying at the Inn at Spanish Bay have access to the Lodge at Pebble Beach
facilities and the two golf courses, Spyglass and Spanish Bay. In 1996, this
property was one of the two occupancy leaders, while average rate was also above
the market average.

      Lodge At Pebble Beach

Overlooking the 18th-hole fairway and the scenic Monterey coastline, the Lodge
at Pebble Beach offers 161 guestrooms and suites. Opened in 1919 and known
primarily for its famous golf complex, the Lodge at Pebble Beach also provides
its guests with access to a private tennis and swim club, four restaurants, and
10,915 square feet of ballroom and meeting space. Because of its relatively
small number of rooms and lack of significant meeting facilities, the property
focuses on attracting high-end tourist demand, as well as smaller social and
recreation oriented groups. In 1996, this property was the rate leader and was
one of the two occupancy leaders.

      Ritz-Carlton Laguna Niguel

The five-star, 393-room Ritz-Carlton is located atop a 150-foot bluff
overlooking the Pacific Ocean in Laguna Niguel. The hotel offers 31 suites (8
percent), 89 ocean-view rooms (22 percent), and 35 coastline-view room (9
percent). The hotel opened in 1984 and is designed as a four-story,
Mediterranean-style villa. The interior common areas are outfitted with marble
floors inset with hand-woven rugs, crystal chandeliers, imported limestone and
marble fireplaces, all of which generate an old world ambiance. The hotel
features four restaurants, two cocktail lounges, two outdoor swimming pools with
jacuzzis, a fitness center, four tennis courts, and 16,200 square feet of
meeting space. The occupancy and average daily rate were slightly above the
market averages in 1996. This property was the subject of a recent sale as noted
in the sales Comparison section of this report.

      La Costa Hotel and Spa

Located in an inland valley 30 minutes north of San Diego, the La Costa Hotel
and Spa was originally built over 40 years ago and offers 482 guestrooms in
two-story stucco, Spanish-motif buildings. La Costa is famous for its two
championship 18-hole golf courses, 23 tennis courts and extensive spa facility.
In addition, the resort offers five indoor and two outdoor restaurants, several
small pools with jacuzzis and 50,000 square feet of meeting and ballroom space.
This property has become somewhat dated and in need of renovation, and
subsequently had the lowest occupancy in the competitive market in 1996. The
average daily rate was also below the market average.

      Hotel del Coronado

The Hotel Del Coronado is a historical resort property and convention facility.
Originally built in 1890 as the Traditional Grand Hotel, the property completed
the modern seven-story Tower in 1974. Located on Coronado Beach ten minutes from
downtown San Diego and the San Diego International Airport, the Hotel del
Coronado offers activities and facilities for both tourists and group travelers.
The modern convention complex adjacent to the Traditional Grand Hotel can
accommodate up to 3,000 patrons and is booked for much of the year. Guest
amenities include

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Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section IV -- Market Analysis, Market Position, and Highest and Best Use   IV-5
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seven tennis courts, two swimming pools, a health spa, and golf facilities
across the street. The hotel has 691 rooms of which 117 are suites. With a
resort-style concept and proximity to downtown San Diego, the property is
positioned to continue to attract a wide variety of guests to its facility. In
spite of having the most rooms of all of the competitive hotels, this property
achieved an above market occupancy in 1996. Much of this demand came from
convention groups with discounted rates, however, resulting in the lowest
average rate in the competitive market. This property also recently sold, as
discussed later in this report.

      Four Seasons Aviara

The Four Seasons Aviara is part of the 1,015-acre master planned community of
Aviara, which is located in southern Carlsbad, approximately 40 miles north of
San Diego. Although the site is somewhat secluded and offers views of the
Batiquitos Lagoon, the location is still convenient to local tourist attractions
and commercial centers. The hotel contains 337 guestrooms, a restaurant and
cafe, a lobby lounge, 4,835 square feet of retail shops, and 26,065 square feet
of enclosed meeting and banquet space (plus a 5,000-square foot exterior tent
structure). Recreation facilities at the Four Seasons Hotel Aviara consist of a
5,000 square foot health club/spa with a child care center, a swimming pool and
jacuzzi, and a children's pool. The Aviara Golf Club, featuring an Arnold Palmer
designed golf course and a clubhouse with restaurant, bar, pro shop and locker
rooms, are also be available for hotel guest use. In addition, guests have
access to the Aviara Sports Club, which offers a 25-meter lap pool, family and
children's pools, tennis courts, racquetball courts, squash courts, basketball
courts, exercise/aerobic areas, weight training, a restaurant, and six tennis
courts. The 337-room resort opened a portion of its rooms in August and all 337
units on September 1, 1997.

Additions to Supply

In addition to the existing supply, we have identified five proposed
coastal-oriented resort projects totaling 1,488 rooms as possible future
additions to the competitive supply. Most of those projects are in the planning
stages. The certainty and timing of the development of each is somewhat
speculative at this time. However, given the current strength of the market and
the overall hotel market, it is likely that at least several of these proposed
properties will be developed in the near term future. We have reflected that
fact in our analysis. The only project that has received more attention recently
is the 400-room Santa Barbara Club Resort & Spa, which broke ground in July 1997
in Goleta, Santa Barbara County. The project broke ground without all of its
financing committed and is currently seeking the balance of its financing, with
all of the government approvals in place. The following table identifies those
projects, that we believe are still active and their current status.

================================================================================
                           Future Additions to Supply
- --------------------------------------------------------------------------------
                                            Number
       Project/Location                    Of Rooms          Status
- --------------------------------------------------------------------------------
Long Point Resort, Ranchos Palos Verdes       350       On Hold
To Be Determined, Santa Barbara               150       On Hold
Treasure Island, Laguna Beach                 295       Preliminary
Santa Barbara Club Resort and Spa             400       Construction Started
Pointe on Catalina Island                     293       Financing Sought
                                            -----
                                            1,488
- --------------------------------------------------------------------------------
Source: PKF Consulting
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section IV -- Market Analysis, Market Position, and Highest and Best Use   IV-6
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      Long Point Resort

Located in Los Angeles County, the proposed resort development in Rancho Palos
Verdes is planned for the top of a 1 25-foot-ridge overlooking the Pacific
Ocean. Situated on an approximate 40 acre parcel which is, in turn, part of a
planned 230 acre resort development, the Long Point Resort is planned to feature
significant high quality meeting space, a health spa, separate cabanas/casitas,
food and beverage facilities commensurate with the quality level of the resort,
limited retail space, swimming pools and other amenities and facilities
typically found in a luxury destination resort. The development is also expected
to include a time share/vacation ownership and other resort/residential
components that at this time have not been specifically defined. It is our
understanding, management of the resort will operate the golf course planned for
the adjacent site and hotel guests will have priority tee times. The developers
are in the process of securing financing and finalizing design plans. We have
assumed that the proposed Long Point Resort will open and enter the competitive
market in 2003, after the projection period.

      Undetermined Fess Parker Hotel (Santa Barbara)

Fess Parker has a development agreement that allows him to begin development of
a 150-room five-star hotel located adjacent to the Doubletree Resort (formerly
the Red Lion) through the year 2007. In an effort to provide more luxurious
guestrooms and a higher ratio of rooms with ocean views, the approved project
plans were modified. The city required several new provisions in conjunction
with the proposed modifications; subsequently, the plans were withdrawn. Based
on discussions with Fess Parker's representatives, various development options
are being discussed by Mr. Parker and Doubletree Hotels. A plan seeking to
transfer the previously approved development rights to an expansion of the
Doubletree Resort may be proposed. The project has not been included in our
market projections.

      Treasure Island Resort

Located in South Laguna, the possible hotel development at Treasure Island is
proposed to be situated atop and sloping down a 60 foot bluff overlooking the
Pacific Ocean immediately north of Aliso Beach. The resort is to be part of a
master planned development including condominiums and beach homes. City planning
officials indicated that the project would be in the planning stages through
1997. Following city approval, the plans must be reviewed by the California
Coastal Commission. Due to the uncertainty surrounding the development, we have
not included the Treasure Island Resort in our projections.

      Santa Barbara Club Resort and Spa

The 400-room Santa Barbara Resort & Spa commenced construction in July of this
year, near Sandpiper Golf Course in Goleta, Santa Barbara County, approximately
100 miles northwest of the subject. The hotel is planned to include 26,000
square feet of meeting space with a state-of-the-art multi-media screening room,
a 25,000 square foot spa, two swimming pools and a lap pool, a gourmet
restaurant plus a cafe and lounge, 48 cabanas and a poolside bar, and 8,000
square feet of retail space, in addition to other amenities and facilities
typically found in a luxury destination resort. The project was granted a
one-year extension to begin development and recently began construction. The
hotel is planned to be opened by mid-2000. While this project has been in the
planning stages for 15 years, we have assumed the opening of this project in
mid-2000 in our future projections.

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Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section IV -- Market Analysis, Market Position, and Highest and Best Use   IV-7
- --------------------------------------------------------------------------------

      Pointe on Catalina Island

The proposed Pointe on Catalina Island is to be developed situated in a cove
along the shoreline of the Pacific Ocean on Santa Catalina Island, approximately
25 miles off the coast of Los Angeles. The resort will is planned to have a
casual California ambiance while maintaining the highest quality and standards.
This island location will afford an array of activities unique to Catalina
Island and provide a convenient get-away for both individual and group
travelers. This project has secured the necessary approvals to begin development
and is seeking financing options. We have assumed the opening of the Pointe on
Catalina Island in January 2000.

There are several other permitted resort sites along the Southern California
coast, including two at Newport Coast, an Irvine Company development adjacent to
Newport Beach. However, there are no current plans for development on these
sites.

To account for potential hotel development opportunities along the coast, we
have assumed the opening of the Santa Barbara Resort & Spa in mid-2000, the
293-unit Pointe on Catalina Island Resort in January 2000, the, and the 350-unit
Long Point Resort in 2003. The following table illustrates the historical room
count and projected changes for the period 1996 to 2004.

<TABLE>
<CAPTION>
=================================================================================================
                                       Growth In Supply
- -------------------------------------------------------------------------------------------------
                             1996    1997    1998    1999    2000    2001    2002    2003    2004
- -------------------------------------------------------------------------------------------------
<S>                         <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
Four Seasons Biltmore(1)      234     221     217     217     217     217     217     217     217
Inn at Spanish Bay            270     270     270     270     270     270     270     270     270
Lodge at Pebble Beach         161     161     161     161     161     161     161     161     161
La Costa Resort & Spa         482     482     482     482     482     482     482     482     482
Ritz Carlton Laguna Niguel    393     393     393     393     393     393     393     393     393
Hotel del Coronado            691     691     691     691     691     691     691     691     691
Four Seasons Aviara             0     112     337     337     337     337     337     337     337
Santa Barbara Hotel & Spa       0       0       0       0     200     400     400     400     400
Points on Catalina Island       0       0       0       0     293     293     293     293     293
Long Pointe Resort              0       0       0       0       0       0       0     350     350
- -------------------------------------------------------------------------------------------------
                    Total   2,231   2,330   2,551   2,551   3,044   3,244   3,244   3,594   3,594
           Percent Change     0.0%    4.5%    9.5%    0.0%   19.3%    6.6%    0.0%   10.8%    0.0%
- -------------------------------------------------------------------------------------------------
(1)   Historically, the subject counted suites as two units. Beginning in early
      1997, the subject's room count dropped by 17 units, as 17 of the suites
      are now counted as one unit each.

      Source:  PKF Consultiug
- -------------------------------------------------------------------------------------------------
</TABLE>

HOTEL ROOMS DEMAND
Demand for hotel rooms is categorized in three ways:

      Demonstrated Demand: the demand already captured at competitive hotels;

      Induced Demand: the demand that does not presently seek accommodations in
      the competitive market, but could be persuaded to do so through marketing
      efforts, room rates, facilities, services and amenities.

      Unsatisfied Demand: the demand that seeks accommodations in the market but
      is not satistied due to one of a number of factors: sell-outs during peak
      season; lack of a particular type of accommodation; lack of meeting space;
      or high room rates.

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section IV -- Market Analysis, Market Position, and Highest and Best Use   IV-8
- --------------------------------------------------------------------------------

Historical Performance of the Competitive Supply

The aggregate average annual available and occupied rooms, resulting occupancy
levels, average daily rate, and REVPAR (revenue per available room) for the
competitive supply from 1992 to 1996 are presented in the following table.

<TABLE>
<CAPTION>
=========================================================================================================
                                      Historical Market Performance
- ---------------------------------------------------------------------------------------------------------
                 Average Annual  Average Annual  Percent   Market     Market   Percent  Market    Percent
    Year             Supply          Demand      Change   Occupancy    ADR     Change   REVPAR    Change
- ---------------------------------------------------------------------------------------------------------
<S>                  <C>             <C>           <C>      <C>      <C>         <C>    <C>        <C>           
    1992             814,315         562,700       N/A      69.0%    $193.79     N/A    $133.67    N/A
    1993             814,315         566,500       0.9%     69.6      196.61     1.5%    136.79    2.3%
    1994             814,315         590,600       4.3      72.5      200.99     2.2     145.79    6.6
    1995             814,315         611,100       3.5      75.0      209.76     4.4     157.42    8.0
    1996             814,315         628,800       2.3      77.2      222.06     5.9     171.48    8.9
- ---------------------------------------------------------------------------------------------------------
 Compounded
Annual Growth          0.0%            2.9%                             3.5%               6.4%
   1992-1996
- ---------------------------------------------------------------------------------------------------------
Source: PKF Consulting
- ---------------------------------------------------------------------------------------------------------
</TABLE>

The preceding charts depict the demonstrated demand in the subject's competitive
market, which showed no change in the supply of rooms over the last five years.
Occupied room nights increased during this period by 2.9 percent annually and
the average daily rate increased 3.5 percent annually. As can be noted, the
market has strengthened significantly since 1994. This reflects an improving
economy and the related increase in discretionary spending. It should be noted
that there are now substantial periods of time in which the overall market is
operating at capacity levels and thus cannot accommodate any added demand. As a
result, growth rates in demonstrated demand in recent years may be artificially
low due to the amount of unsatisfied demand.

In 1996, the competitive market's accommodated demand increased 2.3 percent
while the average daily rate grew 5.9 percent as compared to 1995. The market's
REVPAR (revenue per available room, a combination of occupancy and average daily
room rate) increased approximately 8.9 percent for the same period.

The demand captured by the competitive supply is derived primarily from the
group meeting and tourist market segments. A small amount of commercial demand
is captured by a few properties, which we have included with the tourist demand
in the figures for total transient demand.

The following table summarizes historical accommodated demand by segment from
1992 to 1996.

<TABLE>
<CAPTION>
===============================================================================================================
                                      Historical Segmentation of Demand
- ---------------------------------------------------------------------------------------------------------------
                                   Transient                           Group                   Total Average
- ---------------------------------------------------------------------------------------------------------------
                      Annual       Ratio to     Percent  Annual      Ratio to   Percent       Annual    Percent
     Year             Demand         Total      Change   Demand        Total    Change        Demand    Change
- ---------------------------------------------------------------------------------------------------------------
<S>                   <C>            <C>         <C>     <C>           <C>        <C>        <C>         <C>           
     1992             242,000        43.1%               319,000       56.8%                 561,700
     1993             239,000        42.1        -1.5%   328,000       57.8       2.8%       566,500     0.9%
     1994             247,000        41.8         3.6    344,000       58.2       4.9        590,600     4.3
     1995             250,000        40.9         1.3    361,000       59.1       4.9        611,100     3.5
     1996             267,000        42.5         6.8    361,000       57.5       0.0        628,800     2.3
- ---------------------------------------------------------------------------------------------------------------
   Compound                                                                            
Annual Growth            2.5%                                3.1%                           2.9%
- ---------------------------------------------------------------------------------------------------------------
Note: Figures may not foot due to rounding.
Source: PKF Consulting
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section IV -- Market Analysis, Market Position, and Highest and Best Use   IV-9
- --------------------------------------------------------------------------------

As noted in the table, the group meeting segment has increased at a higher rate
than the transient segment. However, this trend reversed in 1996 when transient
demand grew by 6.8 percent and group meeting demand remained relatively flat.

In a resort market, new supply of destination resorts such as those under
development in this market have the ability to induce new demand into the
marketplace due to their facilities, location, amenities and marketing efforts.
Thus future accommodated demand in the market can include previously unsatisfied
demand, induced demand and demand growth due to general economic conditions.

Using the historical growth in the market as a base, and taking into account the
current demonstrated and future projected economic conditions, we have estimated
future growth in overall market demand. Each market segment is discussed in the
following paragraphs, followed by a summary table setting forth our estimated
growth in supply and demand.

      Transient Market Segment

The transient segment consists of pleasure travelers who visit California
resorts for recreational purposes in addition to a small number of high-end
commercial travelers (who primarily stay at three of the competitive
properties). This segment is comprised of a significant amount of domestic
weekend travel and international travel from the Pacific Rim and Europe. In
recent years, currency fluctuations of the US dollar have positively impacted
this market, and coupled with targeted marketing efforts, have led to an annual
increase. In 1996, the transient market segment is estimated to have accounted
for 42.5 percent of total demand, or approximately 267,000 room nights of
captured demand. We anticipate that the transient segment will continue to grow
at a moderate rate throughout the projection period. This growth reflects the
continued rebound of California tourism, the slowly improving economy, and the
increased marketing efforts of the individual properties to target international
travelers.

      Group Market Segment

The group market segment consists of room nights generated from corporate,
association, and social meetings. In the competitive resort market, demand
consists of incentive meetings for sales and marketing teams, executive level
conferences, educational sessions for professionals such as doctors and
attorneys, and high-end social and fraternal retreats. As outlined in the
previous table, the group meeting segment represents the largest demand source
for the competitive supply, representing 57.5 percent of the total occupied
rooms in 1996, or 361,000 room nights of captured demand. Fortune 500 companies,
the bulk of the client base, have largely completed their downsizing and have
been reporting higher productivity and improved profitability. These firms
needed to reward their remaining sales staffs and executives, and the California
coastal market has been a prime destination for incentive trips in recent years.
This market segment is estimated to grow moderately throughout the projection
period.

SUMMARY OF DEMAND GROWTH AND MARKET OCCUPANCIES

Using the historical growth actually achieved in the market as a benchmark and
analyzing the impact of expected changes in available supply and the economy, we
have estimated future growth in demand by segment. The following table
illustrates the growth rates, which factors in the

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Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section IV -- Market Analysis, Market Position, and Highest and Best Use   IV-10
- --------------------------------------------------------------------------------

demand induced from the new supply, for each of the principle segments of demand
during the projection period.

<TABLE>
<CAPTION>
====================================================================================================================
                                             Projected Growth By Segment
- --------------------------------------------------------------------------------------------------------------------
                                                               Projected
                   1996     ------------------------------------------------------------------------------
                  Actual       1997      1998      1999      2000      2001      2002      2003      2004   C.A.C.(1)
- --------------------------------------------------------------------------------------------------------------------
<S>               <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>         <C> 
Transient Demand  267,362   284,600   306,700   317,400   341,400   356,200   366,800   385,600   397,100     4.8%
Percent Growth                  6.5%      7.7%      3.5%      7.5%      4.3%      3.0%      5.7%      3.0%

Group Demand      361,465   389,200   428,100   443,100   486,600   513,500   528,900   565,900   582,900     5.9%
Percent Growth                  7.7%     10.0%      3.5%      9.8%      5.5%      3.0%      7.0%      3.0%

Total Demand      628,827   673,900   734,800   760,500   828,000   869,600   895,700   951,500   980,000     5.5%
Percent Growth                  7.2%      9.0%      3.5%      8.9%      5.0%      3.0%      6.2%      3.0%
Market Occupancy       77%       79%       79%       82%       75%       73%       76%       73%       75%
- --------------------------------------------------------------------------------------------------------------------
(1) Compound Annual Change from 1997 to 2004.

Source: PKF Consulting
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

Based on the foregoing analysis by market segment, we have estimated future
market occupancies as outlined in the following table.

<TABLE>
<CAPTION>
======================================================================================
                          Projected Market Performance
- --------------------------------------------------------------------------------------
                 Average     Percent   Annual  Percent    Market    Market    Percent
    Year      Annual Supply  Change    Demand  Change   Occupancy    ADR      Change
- --------------------------------------------------------------------------------------
<S>             <C>          <C>      <C>        <C>       <C>     <C>          <C> 
    1997          850,572     4.5%    673,900    7.2%      79%     $240.00      8.0%
    1998          931,115     9.5     734,800    9.0       79       254.00      6.0
    1999          931,115     0.0     760,500    3.5       82       267.00      5.0
    2000        1,111,060    19.3     828,000    8.9       75       278.00      4.0
    2001        1,184,060     6.6     869,600    5.0       73       286.00      3.0
    2002        1,184,060     0.0     895,700    3.0       76       295.00      3.0
    2003        1,311,810    10.8     951,500    6.2       73       303.00      3.0
    2004        1,311,810     0.0     980,000    3.0       75       312.00      3.0
- --------------------------------------------------------------------------------------
  Compound
Annual Change       6.4%                5.5%                          3.8%
 1997-2004
- --------------------------------------------------------------------------------------
Source: PKF Consulting
- --------------------------------------------------------------------------------------
</TABLE>

As can be seen from this chart, we expect the market occupancy to increase in
1997 to 79 percent and remain at this level through 1998 as the remaining new
rooms from the Four Seasons Aviara Resort are absorbed into the market. With no
additions to supply expected to enter the market in 1999, we have estimated that
the market occupancy will grow to 82 percent. However, the Santa Barbara Resort
& Spa and the Pointe on Catalina Island Resort are anticipated to enter the
market in the year 2000. We have estimated the market occupancy will drop to 75
percent in 2000 and 73 percent in 2001 as a result of the supply growing faster
than demand. As the new rooms are absorbed into the resort market, we have
estimated market occupancy will slowly climb and stabilize at 75 percent
beginning in 2004. The average daily rate is estimated to increase above the
rate of inflation through 2000, reflecting the strength of the coastal-resort
hotels and the new

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Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section IV -- Market Analysis, Market Position, and Highest and Best Use   IV-11
- --------------------------------------------------------------------------------

supply anticipated to enter the market. The market average daily rate is
expected to stabilize and increase with inflation beginning in 2001.

HISTORICAL AND ESTIMATED PERFORMANCE OF THE SUBJECT

Presented in the following table is a summary of the subject's historical
occupancy, average daily rate, and REVPAR.

================================================================================
                      Historical and Estimated Performance
- --------------------------------------------------------------------------------
                                 Average     Percent                    Percent
   Year             Occupancy   Daily Rate   Change       REVPAR        Change
- --------------------------------------------------------------------------------
   1992                69.3%     $190.86        --        $132.27          --
   1993                68.7       200.68      5.1%         137.87         4.2%
   1994                68.0       205.74       2.5         139.90         1.5
   1995                73.9       205.34      (0.2)        151.75         8.5
   1996                78.7       220.79       7.5         173.76        14.5
- --------------------------------------------------------------------------------
  C.A.G.                            3.7%                     7.1%
- --------------------------------------------------------------------------------
1996 ytd(1)            79.8       220.04        --         175.59          --
1997 ytd(1)            82.5       252.10     14.6%         207.98        18.4
- --------------------------------------------------------------------------------
(1)Through August.            

Source: PKF Consulting and Four Seasons Biltmore Hotel
- --------------------------------------------------------------------------------

The subject property has historically performed at levels consistent with the
competitive market. Concurrent with the competitive market's growth in occupied
rooms and average rates, the subject experienced substantial growth in REVPAR
(revenue per available room) in 1995 and 1996. In 1996, the subject achieved an
occupancy of 78.7 percent with a corresponding average daily rate of $220.79;
this resulted in REVPAR growth of 14.5 percent over 1995.

For year to date 1997 (through August), the subject's occupancy was 82.5
percent, up from 79.8 percent for the same period in 1996. The average daily
rate increased 14.6 percent for year to date and is attributed to the subject
increasing their rack rates and the overall strength of the California coastal
resort market as well as the local strength of the Santa Barbara hotel market.
The change in method of counting has also had an impact on the calculated
average room rates. Based on year to date and 1996 year-end numbers, the subject
is forecasted to end 1997 with an occupancy of 82 percent and an average daily
rate of $251.00. At this occupancy level, the subject is penetrating the market
at 103 percent, slightly above its fair share.

Penetration analysis

Estimated occupancy levels for the subject resort have been projected on the
basis of a market penetration analysis that is supported by our analysis of the
competitive hotels and anticipated quality level of the subject hotel. Market
penetration is defined as the actual capture of room demand in relation to the
hotel's fair share of demand. Market penetration levels in excess of 100 percent
of fair share suggest a hotel has competitive advantages while competitive
weaknesses or positioning strategies are reflected in market penetration levels
of less than 100 percent of fair market share.

The actual penetration of each market segment by the subject property may
deviate from fair market share for the following reasons:

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Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section IV -- Market Analysis, Market Position, and Highest and Best Use   IV-12
- --------------------------------------------------------------------------------

      >     The competitive advantages or disadvantages of the subject resort,
            taking into consideration such factors as exclusivity, location,
            room rate structure, quality and extent of amenities offered, chain
            affiliation, quality of management, marketing efforts and image;

      >     The characteristics and composition of each market segment;

      >     The restraint on demand captured due to capacity constraints during
            certain periods of the week or season, or due to the accommodation
            of certain market segments; and,

      >     Management decisions concerning target markets.

Based on year to date results, we estimate that the subject will have an overall
market penetration level of 103 percent and a corresponding occupancy of 82
percent in 1997. The subject's penetration is estimated to fluctuate during the
projection period while the new supply is absorbed into the market. The
subject's occupancy level is estimated to stabilize in 2001, the fifth year of
the projection period.

Based on our analysis, the subject's 1996 and stabilized market mix levels are
presented below, followed by a discussion of the subject's estimated penetration
by market segment.

================================================================================
                           Four Seasons Biltmore Hotel
                           Market Mix and Penetration
- --------------------------------------------------------------------------------
                             1996                       Stabilized Level
- --------------------------------------------------------------------------------
                Percentage   Room                Percentage   Room  
Market Segment     Mix      Nights  Penetration     Mix      Nights  Penetration
- --------------------------------------------------------------------------------
Transient             49    32,600       116           43    26,200        110
Group                 51    34,600        91           57    35,400        103
                  ------    ------    ------       ------    ------     ------
Total                100%   67,200       102%         100%   61,600        106%
- --------------------------------------------------------------------------------
Source: PKF Consulting and the Four Seasons Biltmore Hotel
- --------------------------------------------------------------------------------

Transient: The transient market, which mainly consists of individual leisure
travelers, represents the highest rated demand in the peak summer periods and on
weekends throughout the year. The exclusivity of the Four Seasons Biltmore Hotel
as well as the availability of recreational amenities are likely to continue to
induce and sustain a substantial level of transient demand.

The subject penetrated this segment at 116 percent of fair share in 1996. This
segment is estimated to remain the strongest for the subject due to the superior
product quality, the popularity of Santa Barbara as a tourist destination, and
the property's proximity to Los Angeles, the main feeder market. We have
estimated that the subject's transient penetration will stabilize at 110 percent
beginning in 1999. The slight drop in penetration is the result of the new
supply entering the market. In addition, we have assumed that the subject will
change its mix slightly to maintain its position within the competitive market.
(As presented above, the group segment is estimated to grow faster than
transient demand.) The subject is projected to capture 43 percent of its total
business once stabilizing it reaches a stabilized penetration and occupancy.

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section IV -- Market Analysis, Market Position, and Highest and Best Use   IV-13
- --------------------------------------------------------------------------------

Group: The Four Seasons Biltmore Hotel is expected to capture approximately 57
percent of its demand from the group market. This segment consists of high-end
retreats, incentive trips, corporate meetings and a limited amount of
association business. The subject's location, orientation, and recreational
amenities compared to that of the competition is estimated to help the subject
increase its position within the competitive market. Taking these factors into
consideration, we have estimated a penetration rate at or above fair share upon
stabilizing.

In the competitive market, several properties have a significant amount of
meeting space. Due to the enormous amount of meeting space in the competitive
market, this segment is estimated to remain one of the most competitive. The
subject penetrated the market at 91 percent in 1996. Although the subject has
less meeting space than other competitive properties, the meeting facilities are
above the competitive market standards. We have estimated group meeting segment
penetration of 94 percent in 1997, decreasing to 90 percent in 1998 and 1999,
increase back to 95 percent in 2000, before stabilizing at 103 percent beginning
in 2001.

================================================================================
                              Penetration Analysis
- --------------------------------------------------------------------------------
                              1997      1998      1999       2000        2001
- --------------------------------------------------------------------------------
Available Room Nights
 Total Market               850,572   931,115   931,115   1,111,060   1,184,060
 Four Seasons Biltmore       80,665    79,205    79,205      79,205      79,205
 Fair Share                     9.5%      8.5%      8.5%        7.1%        6.7%
- --------------------------------------------------------------------------------
Penetration                 
 Transient                      116       116       110         110         110
 Group Meeting                   94        90        90          95         103
Total                           103%      101%       98%        101%        106%
- --------------------------------------------------------------------------------
Room Nights Captured        
 Transient                   31,300    30,300    29,700      26,800      26,200
 Group Meeting               34,700    32,800    33,900      33,000      35,400
Total                        66,000    63,100    83,600      59,800      61,600
- --------------------------------------------------------------------------------
Estimated Occupancy              82%       80%       80%         76%         78%
- --------------------------------------------------------------------------------
                         
The subject is positioned in a competitive market where both supply and demand
are anticipated to increase dramatically. We have estimated that the subject
will achieve an overall penetration rate of 103 percent in 1997, which
corresponds to an occupancy of 82 percent. The subject is estimated to
experience a modest decrease in its market penetration in 1998 and 1999 as the
rooms from the Four Seasons Aviara are absorbed into the market. The subject is
estimated to achieve the stabilized occupancy of 78 percent beginning in 2001.
At 78 percent occupancy, the subject's overall market penetration is 106
percent, which is reasonable given the subject's facilities, orientation, and
mix. It is likely that the subject's occupancy will fluctuate above and below
the 78 percent level. The stabilized level is meant to reflect an average over
the long-term.

The Four Seasons Biltmore Hotel is an exceptional hotel that has been carefully
positioned in the market by its current ownership and management. The
competitive strengths and weaknesses of the property can be summarized in the
following text.

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Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section IV -- Market Analysis, Market Position, and Highest and Best Use   IV-14
- --------------------------------------------------------------------------------

      Strengths

      >     Location: The Four Seasons Biltmore Hotel is located in Santa
            Barbara, a destination which has a great deal of inherent appeal,
            outstanding tourist amenities, and a location within a two-hour
            drive of the Los Angeles market. Further, the property is located in
            a beautiful residential setting and cannot be replicated.

      >     Facilities: The Four Seasons Biltmore's rambling Spanish
            hacienda-style buildings, oversized guest rooms, and gardens and
            open spaces would be nearly impossible to construct today due to the
            economics of today's hotel industry. The historical ambiance of the
            property, likewise, probably would not be replicated.

      >     Quality of Service: The Four Seasons Biltmore has a consistently
            high service standard that has led to a higher frequency of repeat
            guests. The property's service offerings are at par or in excess of
            the other hotels within the competitive supply. The facility is
            consistently ranked among the top 15 resorts in the nation in
            surveys by Conde Nast.

      >     History: Having been built in the 1920s and having a long-standing
            reputation in the Southern California community is a significant
            advantage to the property. Four Seasons Biltmore Hotel has been
            successful in translating this regional reputation to more of a
            national one.

      Competitive Disadvantages

      >     Physical Plant: The magnificent, historical physical plant does have
            certain disadvantages that impact the property's performance. Guest
            bathrooms in most guestrooms are smaller than in comparable luxury
            resorts. The hotel's meeting space is spread throughout the hotel
            and is less flexible than meeting space in some of its competitors.
            On the other hand, the meeting space is much less generic than in
            newer hotels and, therefore, has greater appeal to meeting planners
            seeking a unique venue.

            While the hotel is in an oceanfront setting, the property does not
            physically orient itself towards the ocean. The wide front lawn and
            beach retaining wall partially obscure views of the ocean from the
            public space, and only a few of the guest rooms have actual ocean
            views. Compared to the Ritz-Carlton Laguna Niguel and the two Pebble
            Beach properties, this is somewhat of a disadvantage. However, the
            high quality of the gardens and courtyards where most of the hotel
            guestrooms are located mitigates some of this disadvantage and
            create a unique lush atmosphere for the hotel.

      >     Recreational Amenities: While packages are available at the hotel
            with Santa Barbara area golf courses, the direct availability of a
            golf course at the resort is a marketing disadvantage, particularly
            in the Asian market.

Average Daily Rate and Yield Analysis

Our derivation of the average daily rate for the subject property in a
stabilized year of operation is based primarily on the historical average daily
rates achieved by the subject and the other hotel

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section IV -- Market Analysis, Market Position, and Highest and Best Use   IV-15
- --------------------------------------------------------------------------------

properties in the competitive supply, and how these properties compare to the
subject in terms of quality of facility, location, and mix of demand.

The following table highlights the change in average daily rates for the
competitive market and the subject and the resulting REVPAR and yield for 1993
through year to date 1997.

- --------------------------------------------------------------------------------
                         Historical ADR, REVPAR, & Yield
- --------------------------------------------------------------------------------
                 Market            Subject                  REVPAR
           ---------------------------------------------------------------------
Year         ADR     Change    ADR      Change    Market    Subject     Yield
- --------------------------------------------------------------------------------
1992       $193.79     --    $190.86       --     $133.67   $132.27       99%
1993        196.61    5.1%    200.68     5.1%      136.79    137.87       101
1994        200.99    2.5%    205.74     2.5%      145.79    139.90        96
1995        209.70   -0.2%    205.34    -0.2%      157.42    151.75        96
1996        222.06    7.5%    220.79     7.5%      171.48    173.70       101
- --------------------------------------------------------------------------------
C.A.C.(1)     3.5%              3.7%                 6.4%      7.0%
- --------------------------------------------------------------------------------
(1) Compound annual change 1992 to 1996.
Source: PKF Consulting
- --------------------------------------------------------------------------------

The Four Seasons Biltmore has historically achieved an average daily rate
consistent with the average of competitive market. However, from 1993 through
1996, the subject's rate averaged an annual increase of 3.7 percent, while the
competitive market had rate growth of 3.5 percent. In 1996 the subject's average
daily rate increased 7.5 percent and year to date 1997 reflects an increase of
14.6 percent over the same period last year. The jump in average rates is
attributed to subject's management, which has driven the rack rates, the
strength of the competitive market, and the strength of the Santa Barbara hotel
market.

The Four Seasons Biltmore is projected to finish 1997 at an average rate of
$251.00, 13.7 percent above the 1996 average rate. With demand growing in both
the competitive market and the subject's immediate sub-market, we estimate that
the subject will improve its average daily rate above inflation through 2001. We
have estimated that the average daily rate will increase to $271.00 in 1998, an
increase of 8.0 percent over 1997. The average daily rate in 1999 and 2000 is
estimated at $287.00 and $299.00. The subject's average rate is estimated to
increase with inflation beginning in 2001.

The following table summarizes our estimates of the subject's average rate
growth for the period 1997 to 2006.

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section IV -- Market Analysis, Market Position, and Highest and Best Use   IV-16
- --------------------------------------------------------------------------------

================================================================================
                              Inflated       Subject
                 Inflation      Room        Property        Subject      Percent
Year               Factor       Rate        Occupancy        REVPAR      Change
- --------------------------------------------------------------------------------
1997                 0.0%     $251.00          82.0%        $205.82
1998                 8.0       271.00          80.0          216.80        5.3%
1999                 6.0       287.00          80.0          229.60        5.9
2000                 4.0       299.00          76.0          227.24       (1.0)
2001                 3.0       308.00          78.0          240.24        5.7
2002                 3.0       317.00          78.0          247.26        2.9
2003                 3.0       327.00          78.0          255.06        3.2
2004                 3.0       336.00          78.0          262.08        2.8
2005                 3.0       347.00          78.0          270.66        3.3
2006                 3.0       357.00          78.0          278.46        2.9
- --------------------------------------------------------------------------------
Source: PKF Consulting
- --------------------------------------------------------------------------------

As can be seen in the table above, we have estimated the stabilized average room
rate of the Four Seasons Biltmore at $251.00, stated in 1997 dollars. To test
our revenue projections for reasonableness, we have also employed a variation of
the penetration analysis, called a revenue yield analysis that takes into
account both the occupancy and average daily rate performance. Presented in the
following table is a summary of the subject's estimated performance with regard
to revenue yield.


================================================================================
                         Projected ADR, REVPAR. & Yield
- --------------------------------------------------------------------------------
                Market              Subject                   REVPAR
           ---------------------------------------------------------------------
   Year      ADR     Change      ADR     Change      Market   Subject    Yield
- --------------------------------------------------------------------------------
   1997    $240.00     8.0%    $251.00    13.7%     $189.60   $205.82     109%
   1998     254.00     6.0      271.00     8.0       200.66    216.80     108
   1999     267.00     5.0      287.00     6.0       218.94    229.60     105
   2000     278.00     4.0      299.00     4.0       208.50    227.24     109
   2001     286.00     3.0      308.00     3.0       208.78    240.24     0115
- --------------------------------------------------------------------------------
 C.A.C.(1)    4.5%                5.2%                 2.4%      3.9%
- --------------------------------------------------------------------------------
(1) Compound annual change 1997 to 2001.
 Source: PKF Consulting
- --------------------------------------------------------------------------------

Historically, the subject's occupancy and average daily rate had resulted in
REVPAR penetration rates in the 96 to 101 percent range. Our forecast of
occupancy and rate indicate that the revenue yield for the subject will increase
through 2001 before stabilizing. Revenue yield for the subject is estimated to
be to 109 percent of fair share in 1997 increasing to 115 percent beginning in
2001.

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section IV -- Market Analysis, Market Position, and Highest and Best Use   IV-17
- --------------------------------------------------------------------------------

                              HIGHEST AND BEST USE

The appraisal of real estate always includes a determination of highest and best
use. According to the Appraisal Institute's Dictionary of Real Estate Appraisal
(Third Edition), highest and best use is defined as:

      The reasonably probable and legal use of vacant land or an improved
      property, which is physically possible, appropriately supported
      financially feasible, and that results in the highest value. The four
      criteria the highest and best use must meet the legal permissibility,
      physical possibility, financial feasibility and maximum profitability.

As noted above, in determining highest and best use, there are essentially four
criteria that must be considered. Each of these criteria must be satisfied
sequentially in order to arrive at a highest and best use conclusion.

      1.    Legally Permissible: The use of a site can be limited by various
            private and public restrictions including zoning and building codes,
            environmental regulations, and deed or lease restrictions, among
            other things.

      2.    Physically Possible: Use is restricted by the physical
            characteristics of the site. Characteristics include, but are not
            limited to size, shape, terrain, soil composition, and accessibility
            of utilities.

      3.    Financially Feasible: The ability of a project or an enterprise to
            meet defined investment objectives; an investment's ability to
            produce sufficient revenue to pay all expenses and charges and to
            provide a reasonable return on and recapture of money invested.

      4.    Maximally Profitable: This item refers to that use that produces the
            highest price, or value, consistent with the rate of return
            warranted by the market.

Since the subject property is currently improved, it is necessary to consider
the highest and best use of the site as if vacant, in addition to its optimal
use as improved. The highest and best use as if vacant is analyzed first.

HIGHEST AND BEST USE AS IF VACANT

Legally Permissible

Legal restrictions as they apply to the subject property are private
restrictions, in the case of covenants, and the public restrictions of zoning
regulations. There are no known private restrictions affecting title. Common
restrictions, such as utility easements do exist; however, they do not affect
the development potential of the subject site.

The 18.3 acre land area is classified "CV," Resort-Visitor Serving Commercial by
the County of Santa Barbara. Under this designation, the permitted uses include
hotels and motels; light commercial uses, provided such commercial activities
are so designated and limited as to be incidental; recreational facilities, such
as boat docks, golf courses, parks, and beach clubs; in-house

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Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section IV -- Market Analysis, Market Position, and Highest and Best Use   IV-18
- --------------------------------------------------------------------------------

child care centers; and incidental and accessory uses, buildings and structures.
According to the County of Santa Barbara Department of Planning, the Four
Seasons Biltmore as it exists today either complies with all approved
conditional use permits which were established within one year after approval,
or it is a legal non-conforming use. The Coral Casino structure, including
height and parking, was approved by the County Planning Commission in April
1987.

Physically Possible

The second constraint imposed on the possible use of the site is dictated by the
physical aspects of the site itself, such as size, frontage, topography, and
accessibility. The size and location within a given block are the most important
determinants of value. In general, the larger the site, the greater its
potential to achieve economies of scale and flexibility in development.

The subject site encompasses 18.267 acres (795,733 square feet) of beachfront
land in four parcels. The site is generally at grade, and of sufficient length
and width to permit most types of development. All types of improvements
suitably scaled to the site are physically possible. However, given the affluent
character of the local area, a destination resort or luxury residential homes
would be the most complementary type of development to the area in which the
site is located.

Financially Feasible and Maximally Productive

Financial feasibility is based on whether the proposed project will attain a
cash flow of sufficient quantity, quality, and duration to allow investors to
recover the capital invested and achieve the necessary and expected rate of
return. Factors to be considered are the timing of inflows and outflows of cash,
revenues, costs, debt service, and the proceeds of a sale or refinancing.

The demand for coastal luxury resorts has been historically strong due to the
very limited supply of this type of facility and the significant demand for
beachfront accommodations. While the recession has impacted the coastal resort
market during the 1990s, the recent economic improvement has allowed the market
to regain its past strength and continue to experience moderate levels of
growth.

For various reasons including the limited availability of financing, there are
no resorts under construction, with the exception of the Santa Barbara Resort
Club and Spa. The capital for real estate, particularly hotels, has, until
recently, been limited in supply and the long entitlement process found in many
California municipalities continue to limit the growth of new resort
development. Furthermore, resort development in the coastal zone is extremely
difficult due to the stringent coastal commission regulations and community
opposition.

Given the recent upturn in the financing markets for hotels, along with the
demonstrated strength in the market, we believe that the highest best use as
vacant would be for resort hotel development.

HIGHEST AND BEST USE "AS IMPROVED"

The subject site is currently improved with a luxury resort. Construction of the
building began in the mid-1920s, and there have been additions to the property
while at the same time the historic significance has been preserved. The
facility is in excellent physical conditions with the most recent renovation
having occurred from 1988 to 1990. The hotel is highly competitive with the
California coastal luxury resort market. As built, the property represents the
most optimal use of the

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Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section IV -- Market Analysis, Market Position, and Highest and Best Use   IV-19
- --------------------------------------------------------------------------------

site. There is no alternative, legal use that could economically justify the
removal of the existing improvements. Therefore, the current use of the subject
property represents the highest and best use of the improved property.

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

                                    Section V
                                    VALUATION


- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section V-Valuation                                                          V-1
- --------------------------------------------------------------------------------


                                    VALUATION

Estimating the market value of real property involves a systematic process in
which the problem is defined, the work necessary to solve the problem is
planned, and the essential data is acquired, analyzed, and interpreted. The
appraisal of real estate can include the Cost, Sales Comparison, and Income
Capitalization Approaches to value, with the conclusion of value based on the
reconciliation of these approaches. An explanation of each approach follows.

COST APPROACH

In the Cost Approach, the value is based on the estimate of the cost of
reproducing the improvements, less any accrued depreciation from physical
deterioration, functional obsolescence, and/or external obsolescence. Physical
deterioration measures the deterioration of the physical improvements.
Functional obsolescence reflects a lack of desirability by reason of layout,
style, or design; while external obsolescence denotes a potential loss in value
caused from something other than the physical property itself. The value of the
land is then added to the depreciated replacement cost of the property to
develop a value estimate.

SALES COMPARISON APPROACH

This approach is based on the principle of substitution. When a property is
replaceable within the market, its value tends to be set at the cost of
acquiring an equally desirable substitute property, assuming no costly delay in
making the substitution. Since no two properties are identical, adjustments are
made for differences in quality, location, size, services, and market appeal
between the comparable properties and the subject.

INCOME CAPITALIZATION APPROACH

The Income Capitalization Approach involves a valuation of the property in terms
of its ability to provide a net annual income in dollars. Traditionally, the
estimated net annual stabilized income is capitalized into value at a rate
commensurate with the risk involved in ownership of the property. This process
is known as direct capitalization.

Another technique used in estimating value by the Income Capitalization Approach
is the discounted cash flow method. This method is accepted in the marketplace
and has become an essential tool of the most prudent investors of income
producing properties in the 1990s. This technique involves explicit year-by-year
forecasting of net income (cash flow) over a typical holding period. In
addition, the reversionary value of the property upon resale at the end of the
holding period is then estimated and added to the final year's cash flow. Then,
these benefits are discounted to a present value by applying a market-derived
yield rate (discount rate).

VALUATION OF THE SUBJECT PROPERTY

In our analysis of the subject property, we have used two of the three
traditional approaches to value. The effective date of valuation of the report
is as of October 1, 1997, under economic conditions prevailing as of the same
date.

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section V-Valuation                                                          V-2
- --------------------------------------------------------------------------------

The Cost Approach is defined in The Dictionary of Real Estate Appraisal, Third
Edition (Appraisal Institute, 1993) as:

      A set of procedures through which a value indication is derived from the
      fee simple interest in a property by estimating the current cost to
      construct a reproduction of, or replacement for, the existing structure;
      deducting accrued depreciation from the reproduction or replacement cost;
      and adding the estimated land value p1us an entrepreneurial profit.
      Adjustments may then be made to the indicated fee simple value of the
      subject property to reflect the value of the property interest being
      appraised.

We believe that a value utilizing the Cost Approach would not be a reliable
indicator of value of the subject property as typical investors in
income-producing property in the market today are not relying on the Cost
Approach to arrive at a value indication when determining a purchase price. With
regard to the subject, a lack of recent comparable land sales in the vicinity of
Santa Barbara makes an estimation of the current market value of the subject
site difficult to ascertain. Further, the Cost Approach is primarily used in
today's market to test the feasibility of new construction in relation to the
estimation of value produced by the Income Capitalization Approach. Finally,
accrued depreciation estimates that must be determined for the subject property
under the Cost Approach would be subjective and without adequate market support.

In the Sales Comparison Approach, relevant sales of hotels were analyzed, and
appropriate adjustments were considered for such factors as property rights
conveyed, financing terms, conditions of sale, renovations, and physical
characteristics.

In the Income Capitalization Approach, the value of the property is based on
analysis of the income and expenses generated by the operation of the facility.
The value of the property was estimated using a discounted cash flow analysis.

We then performed a reconciliation of the value indications under these
approaches to conclude to a final estimate of value.

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section V-Valuation                                                          V-3
- --------------------------------------------------------------------------------

                            SALES COMPARISON APPROACH

INTRODUCTION

The Sales Comparison Approach is based on the premise that knowledgeable
investors will pay no more for a specific property than the cost of acquiring a
substitute property of equal utility. The basis for this analysis is a
comparison of the subject to the sale of other similar facilities.

Key elements in an analysis of the value of the subject based on the Sales
Comparison Approach are the location of the property, physical elements of the
improved property, as well as the motivations of the buyer and the seller
underlying the transaction. The reliability of this technique depends on the
degree of comparability of each sale to the property being appraised, the length
of time since the sale, the accuracy of the sales data, and the absence of any
unusual conditions affecting the sale. By analyzing sales that qualify as
arms-length transactions between willing, knowledgeable buyers and sellers, one
can identify market value and price trends. The basic steps involved in the
application of this approach are as follows:

      1)    Recent research, relevant property sales, and current offerings
            throughout the competitive area;

      2)    Select and analyze those properties considered most similar to the
            subject, giving consideration to the time of sale, any change in
            economic conditions which may have occurred since the date of sale,
            and other physical, functional or locational factors;

      3)    Reduce the sales price to a common unit of comparison;

      4)    Identify sales which include favorable financing and calculate the
            cash equivalent price;

      5)    Make appropriate adjustments to equate to comparable properties to
            the property appraised; and,

      6)    Interpret the adjusted sales data and draw a logical value
            conclusion.

We have reviewed a number of recent hotel sales and focused on those sales
considered most comparable in providing support for the market value of the
subject.

Hotel Sales

Our search for hotel sales was initially limited to California; however, due to
the limited number of recent comparable hotel sales in the area, our search was
widened to include the sale of similar hotels located throughout the United
States. Based on this search, eight sales were identified to use as the basis
for our valuation of the subject under this approach.

Presented on the following table is a summary of the selected comparable hotels,
all of which occurred between February 1996 and September 1997. Details of each
hotel sale are presented on the following pages.

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section V-Valuation                                                          V-4
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
================================================================================
                            Comparable Sales Summary
- -------------------------------------------------------------------------------------------------------------------------
                                         Date of  Number of      Sale       Price Per  Room Revenue   Cap.     Interest
         Name of Property                  Sale     Rooms        Price        Room      Multiplier    Rate(1)  Conveyed
- -------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>        <C>      <C>           <C>            <C>         <C>     <C>
Le Meridian, Coronado                      9/97      300       $60,000,000  $200,000       4.8         6.0%    Leasehold
Hotel Del Coronado, Coronado               8/97      692       330,000,000   476,879       8.8         N/A     Fee Simple
Ritz Carlton, Laguna Niguel                8/97      393      $225,000,000   572,519       8.2         8.5     Fee Simple
Ritz Carlton, Marina Del Rey               1/97      306        56,600,000   184,967       3.6         9.9     Leasehold
Sonoma Mission Inn & Spa, Sonoma          11/96      168        53,400,000   317,857       5.9         9.7     Fee Simple
Four Seasons, New York                     8/96      370       191,300,000   517,027       4.6         N/A     Leasehold
Mayfair Hotel, New York                    5/96      201        61,000,000   303,483       4.6         N/A     Fee Simple
Regent Beverly Wilshire, Beverly Hills     2/96      279      $105,000,000   376,344       5.2         5.7     Fee Simple
- -------------------------------------------------------------------------------------------------------------------------
(1) Most recent year performance.
Source: PKF Consulting
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section V-Valuation                                                          V-5
- --------------------------------------------------------------------------------

                           Comparable Hotel Sale No.1
- --------------------------------------------------------------------------------
Property Name:                      Le Meridien
Location:                           2000 Second Street
                                    Coronado, California
Number of Guest Rooms:              300
Year Opened:                        1988
Sales Information
 Grantor:                           N/A
 Grantee:                           Host Marriott
 Interest Conveyed:                 Leasehold
 Closing Date:                      September 1997
 Sale Price:                        $60,000,000
 Sale Price Per Room:               $200,000
 Terms of Sale:                     All Cash
 Room Revenue Multiplier:           4.8 (based on 1996 actuals)
 Capitalization Rate:               6.0%
Amenities:                          7,500 square feet of indoor meeting space,
                                    1,200 square feet of outdoor meeting space,
                                    two restaurants, lounge, full-service spa,
                                    three outdoor swimming pools, business
                                    center, and gift shop.
- --------------------------------------------------------------------------------

                           Comparable Hotel Sale No.2
- --------------------------------------------------------------------------------
Property Name:                      Hotel Del Coronado
Location:                           1500 Orange Avenue
                                    Coronado, California 92118
Number of Guest Rooms:              692
Year Opened.                        1888/1974
Sales Information:
 Grantor:                           Travelers Group Inc.
 Grantee:                           Lowe Enterprises Inv. Mgmt. (on behalf of
                                    pension fund clients)
 Interest Conveyed:                 Fee Simple
 Closing Date:                      August 1997
 Sale Price:                        $330,000,000
 Sale Price Per Room:               $476,879
 Terms of Sale:                     All Cash
 Room Revenue Multiplier:           8.77 (based on 1996 actuals)
 Capitalization Rate:               N/A
Amenities:                          Located on Coronado Beach, the property
                                    offers 66,000 square feet of meeting space,
                                    business center, nine restaurants, two
                                    lounges, six tennis courts, two swimming
                                    pools, a health spa, a marina, and golf
                                    facilities across the street. 
Remarks:                            This transaction includes the right to
                                    develop timeshare on the site, which has
                                    reportedly driven up the value.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section V-Valuation                                                          V-6
- --------------------------------------------------------------------------------


                           Comparable Hotel Sale No.3
- --------------------------------------------------------------------------------
Property Name:                      Ritz Carlton Laguna Niguel
Location:                           33533 Ritz Carlton Drive
                                    Dana Point, California 92629
Number of Guest Rooms:              393
Year Opened:                        1983
Sales Information
 Grantor:                           Prutel Joint Venture
 Grantee:                           Whitehall Group, Ltd.
 Interest Conveyed:                 Fee Simple
 Closing Date:                      August 1997
 Sale Price:                        $225,000,000
 Sale Price Per Room:               $572,519
 Terms of Sale:                     All Cash
 Room Revenue Multiplier:           8.2 (based on 1996 actuals)
 Capitalization Rate:               8.5%
Amenities:                          198,000 square foot parking garage, four
                                    restaurants, lounge, two outdoor pools,
                                    outdoor hot tubs, 2-mile beach, golf course
                                    access, 31,109 square feet of meeting space,
                                    health facility, business center, beauty
                                    salon, four tennis courts, and gift shop.
Remarks:                            The hotel is a luxury destination resort on
                                    an oceanfront bluff above the Pacific Ocean
                                    south of Laguna Beach, California. AAA rates
                                    the hotel as five-star.
- --------------------------------------------------------------------------------

                           Comparable Hotel Sale No.4
- --------------------------------------------------------------------------------
Property Name:                      Ritz Carlton
Location:                           4375 Admiralty Way
                                    Marina Del Rey, California
Number of Guest Rooms:              306
Year Opened:                        1990
Sales Information:
 Grantor:                           Martel, California
 Grantee:                           HMH Properties, Inc.
 Interest Conveyed:                 Leasehold
 Closing Date:                      January 28, 1997
 Sale Price:                        $56,600,000
 Sale Price Per Room:               $184,967
 Terms of Sale:                     All Cash
 Room Revenue Multiplier:           3.6 (based on 1996 actuals)
 Capitalization Rate:               9.9%
Amenities:                          Restaurants, health club and spa and 12,000
                                    square feet of meeting space.
Remarks:                            The buyer, Host Marriott plans to spend 
                                    $1.0 million on renovation in 1997. Based on
                                    conversations with the buyer the lease is
                                    considered to be at market levels. Adjusting
                                    for the leasehold assuming a 9.0 percent
                                    return to the land results in a price per
                                    room of $245,700 for the fee simple interest
                                    in the hotel.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section V-Valuation                                                          V-7
- --------------------------------------------------------------------------------


                           Comparable Hotel Sale No.5
- --------------------------------------------------------------------------------
Property Name:                      Four Seasons New York
Location:                           57 East 57th Street
                                    New York, New York
Number of Guest Rooms:              370
Sales Information:
    Grantor:                        57 East 57 Associates
    Grantee:                        Polylinks
    Interest Conveyed:              Leasehold
    Closing Date:                   August 1996
    Sale Price:                     $191,300,000
    Sale Price Per Room:            $517,027
    Terms of Sale:                  All Cash
    Room Revenue Multiplier:        4.6 (based on 1995 actuals)
    Capitalization Rate:            N/A
Amenities:                          Subject is located in Manhattan. Facilities
                                    include restaurant, bar, 7,500 square feet
                                    of meeting space, business center, fitness
                                    center, and spa.
Remarks:                            The same group that purchased the Regent
                                    Beverly Wilshire purchased the property. It
                                    is our understanding that the sale was an
                                    all-cash purchase of the leasehold interest
                                    in the property.
- --------------------------------------------------------------------------------

                           Comparable Hotel Sale No.6
- --------------------------------------------------------------------------------
Property Name:                      Sonoma Mission Inn & Spa
Location:                           Sonoma, California
Number of Guest Rooms:              168
Year Opened:                        1927
Sales Information
   Grantor:                         Rahn Properties
   Grantee:                         Crescent REIT
   Interest Conveyed:               Fee Simple
   Closing Date:                    November 18, 1996
   Sale Price:                      $53,400,000
   Sale Price Per Room:             $317,857
   Terms of Sale:                   Cash plus assumption of debt
   Room Revenue Multiplier:         5.9
   Capitalization Rate:             9.7%
Amenities:                          7,000 square feet of meeting space, 13,000
                                    square foot spa complex, two restaurants,
                                    and two retail outlets.
Remarks:                            The resort was acquired for $53.4 million,
                                    including the issuance of $25.2 million of
                                    operating partnership units and assumption
                                    of debt, which the Company subsequently
                                    retired for $19.0 million. A $10.0 million
                                    expansion and enhancement of the resort is
                                    currently in process, including the addition
                                    of 30 suites during 1997.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section V-Valuation                                                          V-8
- --------------------------------------------------------------------------------

                           Comparable Hotel Sale No.7
- --------------------------------------------------------------------------------
Property Name:                      Mayfair Hotel
Location:                           610 Park Avenue at East 65th Street
                                    New York, New York
Number of Guest Rooms:              201 (including 105 suites)
Sales Information
 Grantor:                           Investment Group led by Norman Perlmutter
 Grantee:                           Investment Group led by Colony Capital
 Interest Conveyed:                 Fee simple
 Closing Date:                      May 1996
 Sale Price:                        $61,000,000 (plus an estimated $30,000,000
                                    in required renovations)
 Terms of Sale:                     All Cash
                                    Unrenovated  Renovated
                                    -----------  ---------
 Sale Price Per Room:                $303,483    $452,736
 Room Revenue Multiplier:               4.6         6.9
 Capitalization Rate:                   N/A         N/A
Amenities:                          Subject is located on Manhattan's Upper East
                                    Side. Facilities include restaurant, bar,
                                    meeting rooms, business services, fitness
                                    center with putting green, and some rooms
                                    with fireplaces.
Remarks:                            Teachers Insurance and Annuity Association
                                    (TIAA) held first mortgage position on
                                    property. Mortgage had accrued to $96.0
                                    million and TIAA was in process of taking
                                    property back. Property was purchased by
                                    Colony at New York State Court auction.
                                    Hotel is known for luxury and gracious,
                                    low-key service. Several years ago, the
                                    property garnered one of the City's highest
                                    ADRs, but position has fallen in recent
                                    years. It is estimated that the capital
                                    infusion can return the property to
                                    top-rated tier.
- --------------------------------------------------------------------------------

                           Comparable Hotel Sale No.8
- --------------------------------------------------------------------------------
Property Name:                      Regent Beverly Wilshire
Location:                           9450 Wilshire Boulevard
                                    Beverly Hills, California 90212
Number of Guest Rooms:              279 (387 as renovated)
Year Opened:                        1928/1971
Sales Information
 Grantor:                           Regent International Hotels
 Grantee:                           Polylinks
 Interest Conveyed:                 Fee Simple
 Closing Date:                      February 1996
 Sale Price:                        $105,000,000 (plus an estimated $7,400,000
                                    in required renovations)
 Terms of Sale:                     All Cash
                                    Unrenovated    Renovated
                                    -----------    ---------
 Sale Price Per Room:                 $376,344     $290,439
 Room Revenue Multiplier:               5.2           5.6
 Capitalization Rate:                   5.7%          5.4%
Amenities:                          Subject is 278-room luxury hotel located on
                                    Wilshire Boulevard between Rodeo and El
                                    Camino Drives in the heart of Beverly Hills.
                                    Hotel includes two restaurants, lobby
                                    lounge, pool, spa, 25,000 square feet of
                                    meeting, gift shop, and retail space.
Remarks:                            Hotel was purchased by Regent International
                                    in 1985 for $125.0 million. Wilshire Wing
                                    was renovated in 1987 and Beverly Wing was
                                    renovated (up to sixth level) between
                                    1990-1991. Total cost of renovation was
                                    estimated at $16.0 million. Long-term
                                    renovation plans include renovation and
                                    reopening of floors 7-12 in Beverly Wing,
                                    which will bring room count to 387.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section V-Valuation                                                          V-9
- --------------------------------------------------------------------------------

ANALYSIS OF HOTEL SALES

Sale No. 1, the Le Meridien has been included because it a very recent
transaction in Southern California. The physical product is inferior to the
subject and the sales price of $200,000 per room was for the leasehold interest
in the property. In comparison to the subject, an adjustment upwards would be
necessary to reflect the fee simple interest and a comparable quality level.

Sale No. 2 is the sale of the Hotel Del Coronado to Lowe Enterprises Investment
Management. This hotel was built in 1888 and is listed as a National Historic
Landmark. The property sold last month for a reported $333 million, or $476,879
per room. The sale of the fee simple interest in the property included
development rights to construct timeshare units on the site, which has increased
the property value. An adjustment is necessary to account for the property's
development rights and for being in a higher rated market.

Sale No. 3 is the Ritz Carlton in Laguna Niguel. This August 1997 sale of the
fee simple interest in the property was $572,519 per room, the highest price per
room of all the comparable sales. This is the closest sale to the subject in
terms of the physical quality level, ocean-orientation, competitive positioning,
and performance.

Sale No. 4 is the Ritz Carlton in Marina Del Rey. This January 1997 sale of the
leasehold interest was 184,967 per room. In comparison to the subject this
property requires an upward adjustment for the fee simple interest in addition
to the inferior physical characteristics (the subject has more recreational
amenities and higher quality landscaping and grounds).

Sale No. 5 is the Four Seasons New York located in Manhattan. This hotel sold in
August 1996 for $517,027 per room, the second highest price on a per room basis.
Adjustments are necessary to account for the leasehold interest in the subject
is located in a resort market. The comparables' location requires a downward
adjustment being in a higher rated market. The sale price per room is $134,408,
but was recently renovated.

Sale No. 6 is the Sonoma Mission Inn & Spa. This property sold on November 18,
1996 and the transaction included cash plus the assumption of debt. This
property was acquired for $53.4 million, or $317,857 per room by Crescent Real
Estate Investment Trust.

Sale No. 7 is the Mayfair hotel. Located in Manhattan's Upper East Side, the
Mayfair Hotel sold in May 1996 for $303,483 per room. The buyer, an Investment
Group led by Colony Capital, invested a reported $30.0 million in required
renovations after the sale. This brings the total price up to $452,736 per room.

Sale No. 8, the Regent Beverly Wilshire sold for $105,000,000 in February 1996.
The buyer, Polylinks out of New York, spent an additional $7,400,000 in
renovations, which included adding guestrooms to the existing inventory (from
279 to 387 units). With the additional units (and renovation), the total price
per room drops to $290,439.

Price Per Room Analysis

Of the five sales presented, Sale Nos. 1, 2 and 3 are the best indication of
value for the subject property because of their coastal California position,
recent date of transfers, full service resort amenities, and general condition
and quality level. These sales range from $476,879 to $572,519 per room. Based
on an analysis of these two sales, we estimate a value for the subject in the
range of $500,000 per room.

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section V-Valuation                                                         V-10
- --------------------------------------------------------------------------------

In reviewing the comparable hotels presented above, it is evident that the
adjustments which would be required for such items as location, age, quality of
facilities, amenities available, condition at the time of sale and terms of the
sales would be extensive and extremely subjective. If attempted, the reliability
of the resulting indication of value would be low. However, the results of our
comparable hotel sales research can provide a range in sales price per room from
which to test the reasonableness of the Income Capitalization Approach. The
price per room value for the subject property based on the Income Capitalization
Approach is $90,500,000, or $417,050 per room. This value places the subject
property at the upper end of the sales price range, but below the two most
recent California coastal resort sales.

Based on the above analysis, we estimate that the market value of the subject
property using the Sales Comparison Approach is inconclusive, but supportive of
the value derived by the Income Capitalization Approach.

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section V-Valuation                                                         V-11
- --------------------------------------------------------------------------------

                         INCOME CAPITALIZATION APPROACH

The Income Capitalization Approach is defined in the Dictionary of Real Estate
(third edition), Appraisal Institute as follows:

      A set of procedures through which an appraiser derives a value indication
      for income-producing property by converting anticipated benefits (cash
      flows and reversion) into property value. This conversion can be
      accomplished in two ways. One year's income expectancy can be capitalized
      at a market-derived capitalization rate or a capitalization rate that
      reflects a specified income pattern, return on investment, and change in
      the value of the investment. Alternatively, the annual cash flows for the
      holding period and the reversion can be discounted at a specified yield
      rate.

For the purpose of our valuation of the subject, we have utilized discounted
cash flow analysis. Based on our discussions with persons familiar with the
purchase and sale of hotels such as the subject, this approach is considered the
most appropriate method of income capitalization for a hotel property like the
subject property. The first method, which is typically referred to as the direct
capitalization technique, is a less involved process that is commonly utilized
by investors for a hotel property that is still transitioning into a stabilized
operating level.

METHODOLOGY

In order to estimate the value of the subject through the Income Capitalization
Approach, we first estimate the expected operating performance of the property
in a representative, stabilized year of operation. The stabilized year
represents the results of the property adjusted for efficiencies that are
possible or planned for the future. Each income and expense item is analyzed in
detail using industry standards, as well as information on the property's past
performance. The figures for the stabilized year are in "current value" (1997)
dollars.

With the discounted cash flow analysis, the value is obtained as a present value
of the net operating income of the property in each year of the holding period
and the present value of the property when sold at the end of the holding period
(the reversion). The present value of these elements is obtained by using a
market derived discount rate. The value of the reversion is obtained through the
capitalization of the adjusted income in the year following the holding period,
with a deduction for the costs of sale.

Historical Operating Results

Presented on the following pages are the historical operating statements of the
subject for calendar years 1995 and 1996, and the year-to-date (January through
August) results for 1996 as compared to the same period in 1997. These
statements reflect income before the deduction of interest, depreciation,
amortization, taxes on income, and reserves for capital replacements. While
these figures are not from audited financial statements, we have assumed that
they are accurate.

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

<TABLE>
<CAPTION>
                                                      Four Seasons Biltmore - 1995             Four Seasons Biltmore - 1996

                                                            Rooms   234                              ROOMS   234
                                                        OCCUPANCY   73.9%                        OCCUPANCY   78.7%
                                                              ADR   $205.24                            ADR   $220.79
                                                             DAYS   365                               DAYS   366
                                                                              AMOUNT                                   AMOUNT
                                                      AMOUNT         %   P.O.R.(4)/P.A.R.(5)   AMOUNT         %  P.O.R.(4)/P.A.R.(5)
<S>                                                <C>           <C>          <C>           <C>           <C>          <C>    
OPERATING DEPARTMENTS REVENUES (4)
  Rooms                                            $12,963,300     46.6%      $205.38       $14,886,800     46.7%      $220.87
  Food                                             $11,243,900     40.4%      $178.14       $12,833,700     40.3%      $190.41
  Coral Casino                                     $ 2,203,200      7.9%      $ 34.91       $ 2,557,600      8.0%      $ 37.95
  Telecommunications                               $   455,400      1.6%      $  7.22       $   516,000      1.6%      $  7.66
  Other Operated Departments                       $   880,000      3.2%      $ 13.94       $   979,800      3.1%      $ 14.54
  Rentals and Other Income                         $    74,400      0.3%      $  1.18       $    96,100      0.3%      $  1.43
                                                   -----------   ------       -------       -----------   ------       -------
                                                                                                                       
  Total Revenues                                   $27,820,200   100.00%      $440.76       $31,870,000   100.00%      $472.84
                                                   -----------   ------       -------       -----------   ------       -------
                                                                                                                       
DEPARTMENTAL EXPENSES (1), (4)                                                                                                 
  Rooms                                            $ 3,078,400     23.7%      $ 48.77       $ 3,329,400     22.4%      $ 49.40
  Food                                             $ 8,965,100     79.7%      $142.04       $ 9,979,600     77.8%      $148.06
  Coral Casino                                     $ 1,267,700     57.5%      $ 20.08       $ 1,457,200     57.0%      $ 21.62
  Telecommunications                               $   274,100     60.2%      $  4.34       $   307,300     59.6%      $  4.56
  Other Operated Departments                       $   441,300     50.1%      $  6.99       $   489,100     49.9%      $  7.26
                                                   -----------   ------       -------       -----------   ------       -------
 Total Departmental Expenses                       $14,026,600     50.4%      $222.23       $15,562,600     48.8%      $230.89
                                                   -----------   ------       -------       -----------   ------       -------
TOTAL OPERATING PROFIT (4)                         $13,793,600     49.6%      $218.54       $16,307,400     51.2%      $241.94
                                                   -----------   ------       -------       -----------   ------       -------
                                                                                                                       
                                                                                                                       
UNDISTRIBUTED OPERATING EXPENSES (5)                                                                                   
                                                                                                                       
Administrative & General                           $ 1,843,600      6.6%      $ 7,879       $ 2,291,400      7.2%      $ 9,766
Marketing                                          $ 1,809,400      6.5%      $ 7,732       $ 1,908,700      6.0%      $ 8,135
Property Operations and Maintenance                $ 1,626,600      5.8%      $ 6,951       $ 1,807,300      5.7%      $ 7,702
Utility Costs                                      $   718,900      2.6%      $ 3,072       $   692,700      2.2%      $ 2,952
                                                   -----------   ------       -------       -----------   ------       -------
 Total Undistributed Operating Expenses            $ 5,998,500     21.6%      $25,635       $ 6,700,100     21.0%      $28,555
                                                   -----------   ------       -------       -----------   ------       -------
INCOME BEFORE FIXED CHARGES (5)                    $ 7,795,100     28.0%      $33,312       $ 9,607,300     30.1%      $40,945
                                                   -----------   ------       -------       -----------   ------       -------
                                                                                                                       
FIXED CHARGES (2), (5)                                                                                                  
                                                                                                                       
Management Fees (Base)                             $ 1,018,400      3.7%      $ 4,352       $   765,300      2.4%      $ 3,262
Property Taxes                                     $   730,700      2.6%      $ 3,123       $   415,000      1.3%      $ 1,769
Insurance                                          $   622,500      2.2%      $ 2,660       $   346,000      1.1%      $ 1,475
Incentive Management Fees                          $   642,800      2.2%      $ 2,747       $   115,500      0.4%      $   492
                                                   -----------   ------       -------       -----------   ------       -------
 Total Fixed Charges                               $ 3,014,400     10.8%      $12,882       $ 1,641,800      5.2%      $ 6,997
                                                   -----------   ------       -------       -----------   ------       -------
INCOME BEFORE OTHER FIXED CHARGES (3), (5)         $ 4,780,700     17.2%      $20,430       $ 7,965,500     25.0%      $33,948
                                                   -----------   ------       -------       -----------   ------       -------
RESERVE FOR REPLACEMENT (5)                        $ 1,112,800      4.0%      $ 4,756       $ 1,270,800      4.0%      $ 5,416
                                                   -----------   ------       -------       -----------   ------       -------
INCOME AFTER RESERVE BUT BEFORE OTHER CHARGES (5)  $ 3,667,900     13.2%      $15,675       $ 6,694,700     21.0%      $28,532
                                                   ===========   ======       =======       ===========   ======       =======
</TABLE>

Notes:      (1)   Each departmental expense ratio is based on the department's
                  estimated revenues.

            (2)   Fixed charges do not include interest expense, depreciation,
                  amortization or income tax.

            (3)   Income before reserve for replacement, interest, depreciation,
                  amortization and income tax.

            (4)   Amount Per Occupied Room (P.O.R.)

            (5)   Amount Per Available Room (P.A.R.)

Source: Four Seasons Biltmore Hotel
<PAGE>

<TABLE>
<CAPTION>
                                                      Four Seasons Biltmore - 1995             Four Seasons Biltmore - 1996

                                                            Rooms   223                              ROOMS   234    
                                                        OCCUPANCY   82.5%                        OCCUPANCY   79.8%  
                                                              ADR   $252.10                            ADR   $220.04
                                                             DAYS   243                               DAYS   244    
                                                                                                             
                                                                              AMOUNT                                   AMOUNT
                                                      AMOUNT         %   P.O.R.(4)/P.A.R.(5)   AMOUNT         %  P.O.R.(4)/P.A.R.(5)
<S>                                                <C>           <C>          <C>           <C>           <C>          <C>    

OPERATING DEPARTMENTS REVENUES (4)
  Rooms                                            $11,278,800     46.6%      $252.29       $10,026,100     47.9%      $220.05   
  Food                                             $ 9,323,100     38.5%      $208.54       $ 8,077,000     38.6%      $177.27   
  Coral Casino                                     $ 2,070,000      8.6%      $ 46.30       $ 1,791,100      8.6%      $ 39.31   
  Telecommunications                               $   362,200      1.5%      $  8.10       $   354,800      1.7%      $  7.79   
  Other Operated Departments                       $ 1,084,600      4.5%      $ 24.26       $   624,200      3.0%      $ 13.70   
  Rentals and Other Income                         $    71,600      0.3%      $  1.60       $    61,100      0.3%      $  1.34   
                                                   -----------   ------       -------       -----------   ------       -------
  Total Revenues                                   $24,190,300   100.00%      $541.10       $20,934,300   100.00%      $459.46   
                                                   -----------   ------       -------       -----------   ------       -------
                                                                                                                                 
DEPARTMENTAL EXPENSES (1), (4)                                                                                                    
  Rooms                                            $ 2,327,100     20.6%      $ 52.05       $ 2,220,200     22.1%      $ 48.73   
  Food                                             $ 6,937,600     74.4%      $155.18       $ 6,439,500     79.7%      $141.33   
  Coral Casino                                     $ 1,094,400     52.9%      $ 24.48       $   974,300     54.4%      $ 21.38   
  Telecommunications                               $   205,400     56.7%      $  4.59       $   197,300     55.6%      $  4.33   
  Other Operated Departments                       $   549,500     50.7%      $ 12.29       $   336,700     53.9%      $  7.39   
                                                   -----------   ------       -------       -----------   ------       -------
 Total Departmental Expenses                       $11,114,000     45.9%      $248.60       $10,168,000     48.6%      $223.17   
                                                   -----------   ------       -------       -----------   ------       -------
TOTAL OPERATING PROFIT (4)                         $13,076,300     54.1%      $292.50       $10,766,300     51.4%      $236.30   
                                                   -----------   ------       -------       -----------   ------       -------
                                                                                                                                 
                                                                                                                                 
UNDISTRIBUTED OPERATING EXPENSES (5)                                                                                             
                                                                                                                                 
Administrative & General                           $ 1,665,900      6.9%      $11,221       $ 1,452,500      6.9%      $ 9,285   
Marketing                                          $ 1,294,400      5.4%      $ 8,719       $ 1,269,600      6.1%      $ 8,116   
Property Operations and Maintenance                $ 1,232,100      5.1%      $ 8,299       $ 1,212,300      5.8%      $ 7,750   
Utility Costs                                      $   458,800      1.9%      $ 3,090       $   465,100      2.2%      $ 2,973   
                                                   -----------   ------       -------       -----------   ------       -------
 Total Undistributed Operating Expenses            $ 4,651,200     19.2%      $31,329       $ 4,399,500     21.0%      $28,125   
                                                   -----------   ------       -------       -----------   ------       -------
INCOME BEFORE FIXED CHARGES (5)                    $ 8,425,100     34.8%      $56,749       $ 6,366,800     30.4%      $40,701   
                                                   -----------   ------       -------       -----------   ------       -------
                                                                                                                                 
FIXED CHARGES (2), (5)                                                                                                            
                                                                                                                                 
Management Fees (Base)                             $   570,500      2.4%      $ 3,843       $   510,100      2.4%      $ 3,261   
Property Taxes                                     $   284,500      1.2%      $ 1,916       $   270,200      1.3%      $ 1,727   
Insurance                                          $   237,200      1.0%      $ 1,598       $   230,200      1.1%      $ 1,472   
Incentive Management Fees                          $         0      0.0%      $     0       $         0      0.0%      $     0   
                                                   -----------   ------       -------       -----------   ------       -------
 Total Fixed Charges                               $ 1,092,200      4.5%      $ 7,357       $ 1,010,500      4.8%      $ 6,460   
                                                   -----------   ------       -------       -----------   ------       -------
INCOME BEFORE OTHER FIXED CHARGES (3), (5)         $ 7,332,900     30.3%      $49,392       $ 5,356,300     25.6%      $34,241   
                                                   -----------   ------       -------       -----------   ------       -------
RESERVE FOR REPLACEMENT (5)                        $   967,600      4.0%      $ 6,517       $   837,400      4.0%      $ 5,353   
                                                   -----------   ------       -------       -----------   ------       -------
INCOME AFTER RESERVE BUT BEFORE OTHER CHARGES (5)  $ 6,365,300    26.31%      $42,875       $ 4,518,900    21.59%      $28,888   
                                                   ===========   ======       =======       ===========   ======       =======
</TABLE>

Notes:      (1)   Each departmental expense ratio is based on the department's
                  estimated revenues.

            (2)   Fixed charges do not include interest expense, depreciation,
                  amortization or income tax.

            (3)   Income before reserve for replacement, interest, depreciation,
                  amortization and income tax.

            (4)   Amount Per Occupied Room (P.O.R.)

            (5)   Amount Per Available Room (P.A.R.)

Source: Four Seasons Biltmore Hotel
<PAGE>

Section V-Valuation                                                         V-14
- --------------------------------------------------------------------------------


Operating Statistics On Comparable Hotels

In order to develop our estimate of the value of the subject, we have also
utilized information from the operating performance of other comparable
facilities. This information is primarily obtained from confidential information
submitted in compilation of PKF Consulting's publication Trends in the Hotel
Industry.

Our composite is made up of four luxury hotels considered comparable with the
subject, due to their location, size, market orientation, and hotel affiliation.
For reasons of confidentiality, we cannot disclose the identity of the
comparable hotels.

Representative Year Estimates

As indicated previously, we have estimated the performance of the subject for a
representative, or stabilized year of operation. This estimate is primarily
based on the historical operating results of the subject hotel and the
performance of other comparable facilities. The basis for our stabilized year
estimate is detailed in the following paragraphs and is stated in 1997 dollars.

DEPARTMENTAL REVENUES AND EXPENSES

In the Uniform System of Accounts, hotel revenues are categorized by the
department from which they are derived. In the case of the subject, these
include income from rooms, food and beverage, the Coral Casino, telephone, other
operated departments, and the category of rentals and other income. In the
Uniform System of Accounts, only direct operating expenses associated with each
department are charged to the operating departments. General overhead items that
are applicable to the overall operation of the facility are classified as
undistributed operating expenses.

Rooms Department Revenue and Expense

      Rooms Department Revenue

Rooms revenue is based on the number of occupied rooms multiplied by the average
daily room rate for each of the next ten years as presented in this report. As
indicated in our previous analysis, we have estimated the stabilized average
rate of the hotel to be $251.00, stated in 1997 dollars. Stabilized occupancy is
estimated at 78 percent; therefore, gross rooms revenue in a typical year is
calculated as follows:

    217 rooms x 365 days x 78% occupancy x $251.00/day = $15,507,000 rounded

The following table summarizes the average daily room rates (in 1997 value
dollars), occupancies, and rooms revenues estimated for the projection period.

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section V-Valuation                                                         V-15
- --------------------------------------------------------------------------------

               =======================================================
                                  Rooms Revenue
               -------------------------------------------------------
                        Average Daily     Estimated       Estimated
               Year      Room Rate        Occupancy      Rooms Revenue
               -------------------------------------------------------
               1997       $251.00            82%         $ 4,075,000(1)
               1998        271.00            80           17,172,000
               1999        287.00            80           18,185,000
               2000        299.00            76           18,048,000
               2001        308.00            78           19,028,000
               2002        317.00            78           19,584,000
               2003        327.00            78           20,202,000
               2004        336.00            78           20,758,000
               2005        347.00            78           21,438,000
               2006        357.00            78           22,055,000
               -------------------------------------------------------
               (1) Based upon a three months of operations.
               -------------------------------------------------------

      Rooms Department Expense

Rooms expense consists of salaries and wages, employee benefits, commissions,
contract cleaning, guest transportation, laundry and dry cleaning, linen,
operating supplies, reservation costs, uniforms, complimentary benefits, and
other items related to the rooms department operation. The cost per occupied
room in 1996 was $49.40 per occupied room. The rooms expense is up for year to
date 1997 over the same period in 1996 due to the substantial increase in
average daily rate. The rooms expense at comparable hotels ranged from $38.23
and $61.17. Based on the comparable properties and a 78 percent stabilized
occupancy, we estimate that rooms expenses will be approximately $52.00 per
occupied room in a stabilized year in 1997 dollars.

<TABLE>
<CAPTION>
=============================================================================================================
                                           Subject                        Comparables       
                                ------------------------------------------------------------   Representative
    Rooms Expense                                1996    1997      A      B        C      D         Year
                                 1995    1996    YTD     YTD
<S>                             <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>        <C>   
Percent of Departmental Revenue  23.7%   22.4%   22.1%   20.8%   19.2%   21.8%   23.3%   21.9%      20.7%
- -------------------------------------------------------------------------------------------------------------
Amount Per Occupied Room        $48.77  $49.40  $48.73  $52.05  $48.71  $38.23  $61.17  $62.01     $52.00
=============================================================================================================
</TABLE>

Food and Beverage Revenues and Expenses

      Food and Beverage Revenues

Food and beverage revenues are generated by the sale of meals to guests and
outside patrons in the Patio and La Marina restaurants, room service, lounge
buffets, and banquet revenues, including banquet room and audio/visual rental
income, and other associated revenues. Food revenues from the Raft and La Perla
restaurants are included in the department for the Coral Casino (although
banquet revenues from meetings held in the Coral Casino meeting space are
included). The revenues were projected based on the estimated utilization of
these facilities. Between 1995 and year to date 1997, food and beverage revenues
increased from $178.14 to $208.54 per occupied room. Food and beverage revenues
for the comparable properties ranged from $177.27 to $208.54 per occupied room
in 1996.

Based on a review of the historical experience of the subject, in addition to
consideration of the four comparable hotels, it is our opinion that a stabilized
year estimate for food and beverage revenue of $210.00 per occupied room is
appropriate for the Four Seasons Biltmore Hotel. This

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section V-Valuation                                                         V-16
- --------------------------------------------------------------------------------


equates to total food sales of approximately $12,974,000 in a stabilized year of
operation. This level of sales is in line with the growth shown in recent
historical figures.

<TABLE>
<CAPTION>
====================================================================================================================
                                            Subject                            Comparables        
  Food and Beverage             -------------------------------------------------------------------   Representative
      Revenue                                      1996     1997       A       B         C       D         Year
                                 1995     1996     YTD      YTD                              
<S>                             <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>        <C>   
Amount Per Occupied Room        $178.14  $190.41  $177.27  $208.54  $207.53  $122.78  $210.63  $153.02    $210.00
====================================================================================================================
</TABLE>

      Food and Beverage Expenses

Food and beverage expenses include product costs, payroll and related expenses,
and other items such as laundry and linen, china, glassware and silverware,
uniform costs, supplies and other miscellaneous items. From 1995 to 1997 year to
date, food and beverage expenses declined substantially from 79.7 percent to
74.4 percent. The comparable properties incurred food and beverage expenses
ranging from 62.4 percent to 83.5 percent. We estimate that this expense will be
76.0 percent of departmental revenues in a stabilized year of operation.

<TABLE>
<CAPTION>
====================================================================================================================
                                            Subject                            Comparables        
  Food and Beverage             -------------------------------------------------------------------   Representative
      Expense                                      1996     1997       A       B         C       D         Year
                                 1995     1996     YTD      YTD                              
<S>                             <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>        <C>   
Percent of Departmental Revenue 79.7%    77.8%    79.7%    74.4%    62.4%    75.9%    76.9%    83.5%      76.0%
====================================================================================================================
</TABLE>

Telecommunication Revenues and Expenses

      Telecommunication Revenues

Telecommunication revenues are derived from the use of telephones within
guestrooms. Telecommunication revenues are highly dependent on the surcharges
imposed by a property and have ranged from $7.22 to $8.10 per occupied room over
1995 to year to date 1997. The comparable hotels ranged from $6.34 to $26.97 per
occupied room. Based on the historical trends and the indications from the
comparable hotels, telecommunication revenues for the Four Seasons Biltmore
Hotel are estimated to be $8.00 per occupied room for a stabilized year.

<TABLE>
<CAPTION>
====================================================================================================================
                                            Subject                            Comparables        
  Telecommunication             -------------------------------------------------------------------   Representative
      Revenue                                      1996     1997       A       B         C       D         Year
                                 1995     1996     YTD      YTD                              
<S>                             <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>        <C>   
Amount Per Occupied Room        $7.22    $7.66    $7.79    $8.10    $12.08   $6.34    $12.55   $26.97     $8.00
====================================================================================================================
</TABLE>

      Telecommunication Expenses

Telecommunication expenses include the cost of calls and any telephone service
charges. Between 1995 and year to date 1997, telephone expenses have ranged from
55.6 percent to 60.2 percent of revenues. The comparable hotels ranged from 21.2
percent to 47.1 percent of telecommunication revenues. We have projected a
telephone expense ratio of 60.0 percent for a stabilized year of operation.

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section V-Valuation                                                         V-17
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
====================================================================================================================
                                            Subject                            Comparables        
  Telecommunication             -------------------------------------------------------------------   Representative
      Expense                                      1996     1997       A       B         C       D         Year
                                 1995     1996     YTD      YTD                              
<S>                             <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>        <C>   
Percent of Departmental Revenue 60.2%    59.6%    55.6%    56.7%    21.2%    47.1%    31.1%    33.6%      60.0%
====================================================================================================================
</TABLE>

Coral Casino Revenues and Expenses

      Coral Casino Revenues

Coral Casino revenues are primarily derived from monthly membership dues and
initiation fees, although food and beverage revenues are also substantial for
the club. Currently, there are approximately 600 members, the maximum allowable
under the Conditional Use Permit. In 1996, the Coral Casino generated
approximately $37.95 per occupied room, an 8.7 percent increase over 1996, and
for year to date 1997, the subject has generated approximately $46.30 per
occupied room. While food and beverage revenues have also been increasing, most
of the growth has been in membership dues. Based on our review, we estimate that
a stabilized level of $45.00 per occupied room is reasonable.

================================================================================
                              Coral Casino Revenues
- --------------------------------------------------------------------------------
                            Actual    Actual    Actual     Actual   Stabilized
                            1995      1996      1996 ytd   1997 ytd    Year
- --------------------------------------------------------------------------------
Amount Per Occupied Room    $34.91    $37.95    $39.31     $46.30     $45.00
================================================================================

      Coral Casino Expenses

Coral Casino expenses include payroll and related costs, the costs of operating
the Club's food and beverage operations, and other miscellaneous expenses. Over
the past two years, the operating costs of this facility have been consistent
ranging from 52.9 percent to 57.5 percent. We have therefore estimated the Coral
Casino Expense at 55.0 percent of revenues in the representative year, stated in
1997 dollars.

================================================================================
                              Coral Casino Expense
- --------------------------------------------------------------------------------
                                  Actual  Actual   Actual    Actual   Stabilized
                                   1995    1996   1996 ytd  1997 ytd     Year
- --------------------------------------------------------------------------------
Percentage of Departmental Revenue 57.5%   57.0%    54.4%     52.9%      55.0%
================================================================================

Other Operated Departments Revenues and Expenses

Please note that Comparable property 'D' operates a golf course, which was
included in this classification. Therefore, this property was not included in
our analysis of the subject. Principal reliance of our other operated department
representative year estimates for the subject was placed on the subject's
historical operating results and the other three comparable hotels.

      Other Operated Departments Revenues

Other operated departments revenues at the subject property consist of revenues
generated from guest laundry and valet service, health club, valet parking, and
other miscellaneous sources. From 1995 to year to date 1997, other operated
departmental revenues ranged from $13.70 to $24.26 per occupied room. The large
increase for year to date 1997 is attributed to the health club and

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section V-Valuation                                                         V-l8
- --------------------------------------------------------------------------------


miscellaneous line items, which experienced 150.0 percent and 85.8 increases
respectively. (Miscellaneous revenues include cancellation, attrition, and
interest income.) The comparable hotels show a range from $15.71 to $121.21 per
occupied room. We have projected other operated departments revenues at $16.00
per occupied room in a stabilized year, based mainly on the property's
historical results.

<TABLE>
<CAPTION>
=============================================================================================================
                                            Subject                            Comparables    
                                -------------------------------------------------------------- Representative
Other Operated Revenue                             1996     1997       A       B         C          Year
                                 1995     1996     YTD      YTD                              
<S>                             <C>      <C>      <C>      <C>      <C>      <C>      <C>          <C>   
Amount Per Occupied Room        $13.94   $14.54   $13.70   $24.26   $47.53   $78.05   $121.21      $16.00     
=============================================================================================================
</TABLE>

      Other Operated Departments Expenses

Other operated departments expenses are the costs associated with the above
revenue items. Historical other operated departments expenses for the subject
property ranged from 49.9 to 53.9 percent of departmental revenue. Other
operated departments expenses for the comparables range from 42.1 percent to
71.1 percent of departmental revenues. Based on the historical experience of the
subject, our stabilized year estimate of other operated departments expenses is
approximately 50.0 percent of departmental revenues.

<TABLE>
<CAPTION>
=============================================================================================================
                                            Subject                            Comparables    
                                -------------------------------------------------------------- Representative
Other Operated Expense                             1996     1997       A       B         C          Year
                                 1995     1996     YTD      YTD                              
<S>                             <C>      <C>      <C>      <C>      <C>      <C>      <C>          <C>   
Percent of Departmental Revenue 50.1%    49.9%    53.9%    50.7%    42.7%    71.1%    67.9%        50.0%
=============================================================================================================
</TABLE>

Rentals and Other Income

Generally, this category reflects the revenues and expenses associated with the
rental of offices and stores, concessions, commissions, cash discounts earned,
forfeited advance deposits, service charges, interest income and other. We have
estimated this figure to be $110,000 in the representative year based on the
historical operating results. This includes $300 per day in revenues from the
leased space, which includes the beauty salon, Silverhorn, Accents Gift Shop,
and Hunter Gallery. Our estimate of daily office rental income assumes that
these merchants will continue their current financial arrangements with the
subject.

Undistributed Operating Expenses

Undistributed operating expenses are those expenses associated with the general
operation of a hotel. These expenses include administrative and general,
marketing, energy, and property operations and maintenance. These expenses are
relatively less affected by fluctuations in occupancies and room rates. Due to
the highly fixed nature of these expenses, they are examined as dollar amounts
per available room. As discussed in the Property Description section, the
subject changed the methodology for tracking guest suites, which resulted in a
"loss" of 17 rooms from the daily room count. We have considered this in our
per available room estimates.

      Administrative and General

Expenses in this category include salaries and wages associated with the
operation of the administrative function of the property, cash overages and
shortages, credit card commissions, bad

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section V-Valuation                                                         V-19
- --------------------------------------------------------------------------------


debt expense, data processing, executive office expenses, professional fees,
trade association dues, travel and supplies. For year to date 1997,
administrative and general expense was $11,221 per available room, or 6.9
percent of total revenue. The comparable properties showed a range of $8,066 to
$12,890 per available room, or 7.6 percent of total revenue. For a stabilized
year of operation we have used $11,500 per available room.

<TABLE>
<CAPTION>
====================================================================================================================
                                            Subject                            Comparables        
  Administrative and            -------------------------------------------------------------------   Representative
   General Expense                                1996     1997       A       B         C       D         Year
                                 1995     1996     YTD      YTD                              
<S>                             <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>        <C>   
Amount Per Available Room       $7,879   $9,766   $9,285  $11,221   $8,066   $10,269  $12,890  $11,741    $11,500
Percent of Total Revenue         6.6%     7.2%     6.9%     6.9%     5.2%     9.1%     7.3%     9.0%       7.6%
====================================================================================================================
</TABLE>

      Marketing

This expense includes the cost of advertising, printing of brochures, salaries
associated with sales and marketing personnel, and other costs associated with
an ongoing sales and promotion program. Between 1995 and year to date 1997, the
subject property's historical marketing expenses increased from $7,732 to $8,719
per available room. The comparable hotels ranged from $5,834 to $10,178 per
available room. For a stabilized year of operation, and in view of the increased
competition that will be created with the opening of the Four Seasons Aviara
Resort, a marketing cost of $8,500 per available room is considered reasonable
for the subject.

<TABLE>
<CAPTION>
====================================================================================================================
                                            Subject                            Comparables        
  Marketing Expense             -------------------------------------------------------------------   Representative
                                                  1996     1997       A       B         C       D         Year
                                 1995     1996     YTD      YTD                              
<S>                             <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>        <C>   
Amount Per Available Room       $7,732   $8,135   $8,116   $8,719   $10,178  $7,381   $7,720   $5,834     $8,500
Percent of Total Revenue         6.5%     6.0%     6.1%     5.4%     6.6%     6.6%     4.4%     4.5%       5.6%
====================================================================================================================
</TABLE>

      Utility Costs

Utility costs include electricity, gas, and water charges. Sewage charges are
billed by Santa Barbara County; thus, we have treated sewage charges as a fixed
expense and not included it in our utility costs estimates. The subject's
historical utility costs have ranged between $2,952 and $3,090 per available
room. The comparables ranged from $2,157 to $4,449 per available room. Based on
an analysis of the foregoing, utility costs to operate the subject hotel for a
stabilized year are estimated at $3,100 per available room, or $673,000 total.

<TABLE>
<CAPTION>
====================================================================================================================
                                            Subject                            Comparables        
    Utility Costs               -------------------------------------------------------------------   Representative
                                                  1996     1997       A       B         C       D         Year
                                 1995     1996     YTD      YTD                              
<S>                             <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>        <C>   
Amount Per Available Room       $3,072   $2,952   $2,973   $3,090   $2,718   $2,157   $4,449   $3,682     $3,100
Percent of Total Revenue         2.6%     2.2%     2.2%     1.9%     1.8%     1.9%     2.5%     2.8%       2.0%
====================================================================================================================
</TABLE>

      Property Operations and Maintenance

Property operations and maintenance expenses are a function of building age and
usage and are comprised of engineering salaries, wages, employee benefits,
normal maintenance of the building, normal maintenance of electrical, mechanical
and refrigeration equipment, and engineering

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section V-Valuation                                                         V-20
- --------------------------------------------------------------------------------


operating supplies. Between 1995 and 1997 year to date, property operations and
maintenance expenses at the subject were between $6,951 to $8,299 per available
room. The comparable hotels' property operations and maintenance expenses are
from $5,832 to $8,242 per available room. We have estimated that the property
operations and maintenance expenses for the subject will be approximately $8,000
per available room at a stabilized operating level, or 5.3 percent of total
revenues.

<TABLE>
<CAPTION>
====================================================================================================================
                                            Subject                            Comparables        
  Property Operations and       -------------------------------------------------------------------   Representative
       Maintenance                                1996     1997       A       B         C       D         Year
                                 1995     1996     YTD      YTD                              
<S>                             <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>        <C>   
Amount Per Available Room       $6,951   $7,702   $7,750   $8,299   $5,832   $7,890   $8,242   $6,735     $8,000
Percent of Total Revenue         5.8%     5.7%     5.8%     5.1%     3.8%     7.0%     4.7%     5.2%       5.3%
====================================================================================================================
</TABLE>

Fixed Charges

      Based Management Fee

The subject is currently managed by Four Seasons Hotel Limited, under an
agreement that calls for a base management fee, of 4.0 percent of room revenues
and 1.0 percent of all other revenues, plus an incentive fee, as summarized in
Section III. The base management fee in the representative year of operations is
approximately $788,000, stated in 1997 dollars.

      Sewer Assessment

Sewage charges are fixed charges not limited (in annual increases) by the
Jarvis-Gann Amendment. Based on the 1997 county assessment, we have estimated
sewer charges of $78,000 in the representative year.

      Real Estate Taxes

Pursuant to Proposition 13, properties are reassessed upon sale. Consistent
with a basic premise of the definition of market value, we have assumed a sale
on the date of value, triggering a reassessment of the property based on its
market value, as estimated in this report. Based solely on the value as an
operating hotel and marina, we have applied the stated tax rate of 1.00420
percent (which is exclusive of sewage district charges) to our estimate of
value, which equates to real estate taxes of approximately $909,000 in a
representative year. This figure has been inflated at two percent per year in
accordance with the Jarvis-Gann Amendment.

      Insurance

The subject's historical expenses for insurance ranged between $1,472 to $2,660.
The comparables ranged from $252 to $1,285 per available room. Based on the
subject's historical operating results, insurance expenses are estimated at
$1,600 per available room for a stabilized year.

<TABLE>
<CAPTION>
====================================================================================================================
                                            Subject                            Comparables        
        Insurance               -------------------------------------------------------------------   Representative
                                                  1996     1997       A       B         C       D         Year
                                 1995     1996     YTD      YTD                              
<S>                             <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>        <C>   
Amount Per Available Room       $2,660   $1,475   $1,472  $1,598   $1,692    $555     $252     $1,285     $1,600
Percent of Total Revenue         2.2%     1.1%     1.1%    1.0%     1.1%      0.5%     0.1%     1.0%       1.1%
====================================================================================================================
</TABLE>

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section V-Valuation                                                         V-21
- --------------------------------------------------------------------------------

      Reserves for Replacements

An additional item not typically listed on an owner's income statement is the
amount required for the periodic replacement of certain short-lived items such
as carpeting, draperies, and other furniture, fixtures, and equipment. We have
utilized reserves for replacements of 4.0 percent of gross revenues for a
typical year of operation. This is in line with the reserves being set aside at
the property under the terms of the new management agreement.

      Incentive Management Fee

The incentive management fee is based on the lesser of the following:

      Scenario A
      Percentage of Net Cash Flow, which is calculated:

      Net Cash Flow = Net Operating Income after reserves less (-) owners' 
      return

      o     10% of the first $2,000,000, plus
      o     15% of the second $2,000,000, plus
      o     20% of amount over $4,000,000

      Scenario B
      10% of income before fixed charges

Based on this formula, we have calculated the incentive management fee from
October 1, 1997 to December 31, 2006 as presented in the following table.

<TABLE>
<CAPTION>
===============================================================================================
                      Incentive Management Fee Calculation
- -----------------------------------------------------------------------------------------------
                                    Scenario A                        Scenario B
             --------------------------------------------------------------------
             Net Operating  Less Owners    Assessable                 10% of Cash    ACTUAL FEE
   Year         Income        Return        Revenue    Incentive Fee     Flow        (Rounded)
- -----------------------------------------------------------------------------------------------
<S>           <C>           <C>           <C>            <C>          <C>            <C>     
   1997      $ 2,071,000    $1,391,733    $  679,267     $ 67,927     $  295,400     $ 68,000
   1998        8,764,000     5,566,932     3,197,068      379,560      1,239,200      300,000
   1999        9,504,000     5,566,932     3,937,068      490,560      1,326,300      491,000
   2000        8,866,000     5,566,932     3,299,068      394,860      1,264,000      395,000
   2001        9,701,000     5,566,932     4,134,068      526,814      1,363,000      527,000
   2002        9,990,000     5,566,932     4,423,068      584,614      1,402,600      585,000
   2003       10,327,000     5,566,932     4,760,068      652,014      1,447,700      652,000
   2004       10,599,000     5,566,932     5,032,068      706,414      1,486,000      706,000
   2005       10,981,000     5,566,932     5,414,068      782,814      1,536,300      783,000

REP YEAR       7,275,000    $5,566,932    $1,708,068     $170,807     $1,071,100     $171,000
- -----------------------------------------------------------------------------------------------
</TABLE>

As can be noted, incentive management fees are calculated to be $171,000 in the
representative year of operations.

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section V-Valuation                                                         V-22
- --------------------------------------------------------------------------------


STABILIZED YEAR OPERATING RESULTS

Presented on the following page is an estimate of the subject hotel's stabilized
year operating results expressed in current value (1997) dollars, based on the
foregoing analysis. For this 12-month period, revenues are projected to total
approximately $32,853,000. Income before fixed charges, which does not include
the management fees, property taxes, insurance or reserves for replacements,
totals approximately $10,711,000, or 32.6 percent of total revenue, within the
range of the comparables. Operating income for the subject, after the deduction
of a management fee, property taxes, insurance, and reserves for replacements,
totals approximately $7,104,000, or 21.6 percent of total revenues.

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

<TABLE>
<CAPTION>
                                                                       FOUR SEASONS BILTMORE
                                                                            SANTA BARBARA
                                                          STATEMENT OF ESTIMATED ANNUAL OPERATING RESULTS
                                                             FOR A REPRESENTATIVE YEAR OF OPERATIONS
                                                                       STATED IN 1997 DOLLARS

                                                          -----------    -----------    ------------------
OCCUPANCY LEVEL / AVERAGE DAILY ROOM RATE                       78.0%         AT                   $251.00
                                                          -----------    -----------    ------------------
                                                                                                    AMOUNT
                                                               AMOUNT         %         P.O.R.(4)/P.A.R.(5)
                                                          -----------    -----------    ------------------
<S>                                                       <C>                   <C>            <C>        
OPERATING DEPARTMENTS REVENUES(4)                                                              
  Rooms                                                   $15,507,000           47.2%          $    251.00
  Food and beverage                                        12,974,000           39.5%          $    210.00
  Telecommunications                                          494,000            1.5%          $      8.00
  Coral Casino                                              2,780,000            8.5%          $     45.00
  Other Operated Depts.                                       988,000            3.0%          $     15.99
  Rentals and other income                                    110,000            0.3%          $      1.78
                                                          -----------    -----------           -----------
   Total Operating Departments                             32,853,000          100.0%          $    531.77
                                                          -----------    -----------           -----------
                                                                                               
                                                                                               
DEPARTMENTAL EXPENSES(1,4)                                                                     
  Rooms                                                     3,213,000           20.7%          $     52.01
  Food and beverage                                         9,860,000           78.0%          $    159.60
  Telecommunications                                          296,000           59.9%          $      4.79
  Coral Casino                                              1,529,000           55.0%          $     24.75
  Other Operated Depts.                                       494,000           50.0%          $      8.00
                                                          -----------    -----------           -----------
    Total Departmental Expenses                            15,392,000           46.9%          $    249.14
                                                          -----------    -----------           -----------
TOTAL OPERATING PROFIT(4)                                  17,461,000           53.1%          $    282.63
                                                          -----------    -----------           -----------
                                                                                               
                                                                                               
UNDISTRIBUTED OPERATING EXPENSES(5)                                                            
  Administrative and general                                2,496,000            7.6%               11,502
  Marketing                                                 1,845,000            5.6%                8,502
  Utility Costs                                               673,000            2.0%                3,101
  Property operation and maintenance                        1,736,000            5.3%                8,000
                                                          -----------    -----------           -----------
    Total Undistributed Operating Expenses                  6,750,000           20.5%               31,106
                                                          -----------    -----------           -----------
                                                                                               
INCOME BEFORE FIXED CHARGES(5)                             10,711,000           32.6%               49,359
                                                          -----------    -----------           -----------
                                                                                               
FIXED CHARGES(2,5)                                                                             
 Management Fee                                               788,000            2.4%                3,631
 Sewer Assessment                                              78,000            0.2%                  359
 Taxes                                                        909,000            2.8%                4,189
 Insurance                                                    347,000            1.1%                1,599
                                                          -----------    -----------           -----------
  Total Fixed Charges                                       2,122,000            6.5%                9,779
                                                          -----------    -----------           -----------
                                                                                               
INCOME BEFORE OTHER FIXED CHARGES(3,5)                    $ 8,589,000           26.1%          $    39,581
                                                          ===========    ===========           ===========
RESERVE FOR REPLACEMENT(5)                                  1,314,000            4.0%                6,055
                                                          -----------    -----------           -----------
INCOME AFTER RESERVE BUT BEFORE INCENTIVE FEES(5)         $ 7,275,000           22.1%          $    33,525
                                                          ===========    ===========           ===========
INCENTIVE MANAGEMENT FEE(5)                                   171,000            0.5%                  788
                                                          -----------    -----------           -----------
INCOME AFTER INCENTIVE FEE BUT BEFORE OTHER CHARGES(5)    $ 7,104,000           21.6%          $    32,737
                                                          ===========    ===========           ===========
</TABLE>

Note: Figures may be slightly different than stated as a result of rounding.   
                                                                                
Notes:      (1)   Each departmental expense ratio is based on the department's
                  estimated revenues.

            (2)   Fixed charges do not include interest expense, depreciation,
                  amortization or income tax.

            (3)   Income before reserve for replacement, interest, depreciation,
                  amortization and income tax.

            (4)   Amount Per Occupied Room (P.O.R.).

            (5)   Amount Per Available Room (P.A.R.).

SOURCE: PKF CONSULTING
<PAGE>

Section V --Valuation                                                       V-24
================================================================================

ESTIMATED ANNUAL OPERATING RESULTS FOR THE HOLDING PERIOD

The previous analysis provided for the income and expenses incurred in the
operation of the subject in a representative or stabilized year of operation. In
the following analysis, we provide estimated income and expenses for the subject
during each year of the holding period anticipated by a typical investor. The
estimate of the performance for the subject in the stabilized year is used as a
basis for our analysis, adjusted to reflect the effects of inflation, business
development, and variations in occupancy. 

Holding Period 

From our analysis we have used a holding period of nine years and three months,
representing the period from October 1, 1997 to December 31, 2006. In today's
investment climate, this holding period is considered appropriate by most
investors.

Inflation

To portray price level changes during the holding period, we have assumed an
inflation rate of 3.0 percent throughout the projection period. This rate
reflects the consensus of several well-recognized economists for the current
long-term outlook for future movement of prices and is consistent with the
inflation rates of the late 1980s and early 1990s. All expenses are projected to
increase at 3.0 percent throughout the holding period.

It should be noted that inflation is caused by many factors and unanticipated
events and circumstances can affect the forecasted rate. Therefore, the
estimated operating results computed over the projection period can vary from
the actual operating results, and the variations may be material.

Statement of Estimated Annual Operating Results

The estimated annual operating results for the Four Seasons Biltmore, Santa
Barbara, California for the ten-year period are presented on the following
pages.

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel 
Merrill Lynch Mortgage Capital, Inc.
<PAGE>
<PAGE>

<TABLE>
<CAPTION>
                                                        FOUR SEASONS BILTMORE
                                                      SANTA BARBARA CALIFORNIA
                                           STATEMENT OF ESTIMATED ANNUAL OPERATING RESULTS
                                STATED IN INFLATED YEAR DOLLARS; 1997                 217 AVAILABLE ROOMS
                                                         -----------  -------   -------  -----------  -------   -------  -----------
                                                                Year     1997                   Year     1998                  Year
OCCUPANCY LEVEL/AVERAGE DAILY ROOM RATE                        82.0%     AT     $251.00        80.0%     AT     $271.00        80.0%
                                                         -----------  -------   -------  -----------  -------   -------  -----------
                                                                                 AMOUNT                          AMOUNT
                                                              AMOUNT     %        /ROOM       AMOUNT     %        /ROOM       AMOUNT
                                                         -----------  -------   -------  -----------  -------   -------  -----------
OPERATING DEPARTMENTS REVENUES (4)
<S>                                                      <C>           <C>      <C>      <C>           <C>      <C>      <C>        
  Rooms                                                  $ 4,075,000     47.6%  $18,779  $17,172,000     48.6%  $79,134  $18,185,000
  Food and beverage                                        3,343,000     39.0%   15,406   13,569,000     38.4%   62,530   13,976,000
  Telecommunications                                         130,000      1.5%      599      522,000      1.5%    2,406      538,000
  Coral Casino                                               731,000      8.5%    3,369    2,937,000      0.0%   13,535    3,025,000
  Other Operated Depts                                       260,000      3.0%    1,198    1,044,000      3.0%    4,811    1,076,000
  Rentals and other income                                    27,000      0.3%      124      113,000      0.3%      521      116,000
                                                         -----------  -------   -------  -----------  -------   -------  -----------
                Total Operating Departments                8,566,000    100.0%   39,475   35,357,000     91.7%  162,935   36,916,000
                                                         -----------  -------   -------  -----------  -------   -------  -----------

DEPARTMENTAL EXPENSES (1,4)
  Rooms                                                      820,000     20.1%    3,779    3,343,000     19.5%   15,406    3,443,000
  Food and beverage                                        2,503,000     74.9%   11,535   10,234,000     75.4%   47,161   10,541,000
  Telecommunications                                          76,000     58.5%      350      309,000     59.2%    1,424      319,000
  Coral Casino                                               382,000     52.3%    1,760    1,575,000     53.6%    7,258    1,622,000
  Other Operated Depts                                       127,000     48.8%      585      516,000     49.4%    2,378      531,000
    Total Departmental Expenses                            3,908,000     45.6%   18,009   15,977,000     45.2%   73,627   16,456,000
                                                         -----------  -------   -------  -----------  -------   -------  -----------

TOTAL OPERATING PROFIT (4)                                 4,658,000     54.4%   21,465   19,380,000     54.8%   89,309   20,460,000
                                                         -----------  -------   -------  -----------  -------   -------  -----------

UNDISTRIBUTED OPERATING EXPENSES (5)
  Administrative and general                                 630,000      7.4%    2,903    2,584,000      7.3%   11,908    2,661,000
  Marketing                                                  466,000      5.4%    2,147    1,910,000      5.4%    8,802    1,967,000
  Utility Costs                                              170,000      2.0%      783      697,000      2.0%    3,212      718,000
  Property operation and maintenance                         438,000      5.1%    2,018    1,787,000      5.1%    8,281    1,851,000

    Total Undistributed Operating Expenses                 1,704,000     19.9%    7,853    6,988,000     19.8%   32,203    7,197,000
                                                         -----------  -------   -------  -----------  -------   -------  -----------

INCOME BEFORE FIXED CHARGES (5)                            2,954,000     34.5%   13,613   12,392,000     35.0%   57,106   13,263,000
                                                         -----------  -------   -------  -----------  -------   -------  -----------

FIXED CHARGES (2,5)
  Management Fee                                             206,000      2.4%      949      849,000      2.4%    3,912      886,000
  Sewer Assessment                                            20,000      0.2%       92       80,000      0.2%      369       82,000
  Taxes                                                      227,000      2.7%    1,046      927,000      2.6%    4,272      946,000
  Insurance                                                   87,000      1.0%      401      358,000      1.0%    1,650      368,000
                                                         -----------  -------   -------  -----------  -------   -------  -----------

    Total Fixed Charges                                      540,000      6.3%    2,488    2,214,000      6.3%   10,203    2,282,000
                                                         -----------  -------   -------  -----------  -------   -------  -----------

INCOME BEFORE OTHER FIXED CHARGES (3,5)                  $ 2,414,000     28.2%  $11,124  $10,178,000     28.8%  $46,903  $10,981,000
                                                         ===========  =======   =======  ===========  =======   =======  ===========

RESERVE FOR REPLACEMENT (5)                                  343,000      4.0%    1,581    1,414,000      4.0%    6,516    1,477,000
                                                         -----------  -------   -------  -----------  -------   -------  -----------

INCOME AFTER RESERVE BUT BEFORE INCENTIVE FEES (5)       $ 2,071,000     24.2%  $ 9,544  $ 8,764,000     24.8%  $40,387  $ 9,504,000
                                                         ===========  =======   =======  ===========  =======   =======  ===========

INCENTIVE MANAGEMENT FEE (5)                                  68,000      0.8%      313      380,000      1.1%    1,751      491,000
                                                         -----------  -------   -------  -----------  -------   -------  -----------

INCOME AFTER INCENTIVE FEE BUT BEFORE OTHER CHARGES (5)  $ 2,003,000     23.4%  $ 9,230  $ 8,384,000     23.7%  $38,636  $ 9,013,000
                                                         ===========  =======   =======  ===========  =======   =======  ===========

<CAPTION>

                                                    ------   -------  -----------  ------   -------  -----------  ------   -------
                                                      1999                   Year    2000                   Year    2001
OCCUPANCY LEVEL/AVERAGE DAILY ROOM RATE               AT     $287.00        76.0%    AT     $299.00       78.00%    AT     $308.00
                                                    ------   -------  -----------  ------   -------  -----------  ------   -------
                                                              AMOUNT                         AMOUNT                         AMOUNT
                                                      %        /ROOM       AMOUNT    %        /ROOM       AMOUNT    %        /ROOM
                                                    ------   -------  -----------  ------   -------  -----------  ------   -------
<S>                                                  <C>     <C>      <C>           <C>     <C>      <C>           <C>     <C>    
OPERATING DEPARTMENTS REVENUES (4)
  Rooms                                               49.3%  $83,802  $18,048,000    49.2%  $83,171  $19,028,000    49.4%  $87,687
  Food and beverage                                   37.9%   64,406   13,959,000    38.1%   64,327   14,602,000    37.9%   67,290
  Telecommunications                                   1.5%    2,479      526,000     1.4%    2,424      556,000     1.4%    2,562
  Coral Casino                                         8.2%   13,940    2,960,000     8.1%   13,641    3,129,000     8.1%   14,419
  Other Operated Depts                                 2.9%    4,959    1,052,000     2.9%    4,848      113,000     2.9%    5,129
  Rentals and other income                             0.3%      535      120,000     0.3%      553      123,000     0.3%      567
                                                    ------   -------  -----------  ------   -------  -----------  ------   -------
    Total Operating Departments                      100.0%  170,120   36,665,000   100.0%  168,963   38,551,000   100.0%  177,654
                                                    ------   -------  -----------  ------   -------  -----------  ------   -------

DEPARTMENTAL EXPENSES (1,4)
  Rooms                                               18.9%   15,866    3,474,000    19.2%   16,009    3,616,000    19.0%   16,664
  Food and beverage                                   75.4%   48,576   10,692,000    76.6%   49,272   11,098,000    76.0%   51,143
  Telecommunications                                  59.3%    1,470      320,000    60.8%    1,475      334,000    60.1%    1,539
  Coral Casino                                        53.6%    7,475    1,671,000    56.5%    7,700    1,721,000    55.0%    7,931
  Other Operated Depts                                49.3%    2,447      533,000    50.7%    2,456      556,000    50.0%    2,562
                                                    ------   -------  -----------  ------   -------  -----------  ------   -------
    Total Departmental Expenses                       44.6%   75,834   16,690,000    45.5%   76,912   17,325,000    44.9%   79,839
                                                    ------   -------  -----------  ------   -------  -----------  ------   -------
TOTAL OPERATING PROFIT (4)                            55.4%   94,286   19,975,000    54.5%   92,051   21,226,000    55.1%   97,816
                                                    ------   -------  -----------  ------   -------  -----------  ------   -------
UNDISTRIBUTED OPERATING EXPENSES (5)
  Administrative and general                           7.2%   12,263    2,713,000     7.4%   12,502    2,809,000     7.3%   12,945
  Marketing                                            5.3%    9,065    2,005,000     5.5%    9,240    2,076,000     5.4%    9,567
  Utility Costs                                        1.9%    3,309      730,000     2.0%    3,364      757,000     2.0%    3,488
  Property operation and maintenance                   5.0%    8,530    1,887,000     5.1%    8,696    1,954,000     5.1%    9,005
                                                    ------   -------  -----------  ------   -------  -----------  ------   -------
    Total Undistributed Operating Expenses            19.5%   33,166    7,335,000    20.0%   33,802    7,596,000    19.7%   35,005
                                                    ------   -------  -----------  ------   -------  -----------  ------   -------
INCOME BEFORE FIXED CHARGES (5)                       35.9%   61,120   12,640,000    34.5%   58,249   13,630,000    35.4%   62,811
                                                    ------   -------  -----------  ------   -------  -----------  ------   -------
FIXED CHARGES (2,5)
  Management Fee                                       2.4%    4,083      880,000     2.4%    4,055      925,000     2.4%    4,263
  Sewer Assessment                                     0.2%      378       84,000     0.2%      387       84,000     0.2%      401
  Taxes                                                2.6%    4,359      964,000     2.6%    4,442      984,000     2.6%    4,535
  Insurance                                            1.0%    1,696      379,000     1.0%    1,747      391,000     1.0%    1,802
    Total Fixed Charges                                6.2%   10,516    2,307,000     6.3%   10,631    2,387,000     6.2%   11,000
INCOME BEFORE OTHER FIXED CHARGES (3,5)               29.7%  $50,604  $10,333,000    28.2%  $47,618  $11,243,000    29.2%  $51,811
                                                    ======   =======  ===========  ======   =======  ===========  ======   =======
RESERVE FOR REPLACEMENT (5)                            4.0%    6,806    1,467,000     4.0%    6,760    1,542,000     4.0%    7,106
                                                    ------   -------  -----------  ------   -------  -----------  ------   -------
INCOME AFTER RESERVE BUT BEFORE INCENTIVE FEES (5)    25.7%  $43,797  $ 8,866,000    24.2%  $40,857  $ 9,701,000    25.2%  $44,705
                                                    ======   =======  ===========  ======   =======  ===========  ======   =======
INCENTIVE MANAGEMENT FEE (5)                           1.3%    2,263      395,000     1.1%    1,820      527,000     1.4%    2,429
                                                    ------   -------  -----------  ------   -------  -----------  ------   -------
INCOME AFTER INCENTIVE FEE BUT BEFORE OTHER
  CHARGES (5)                                         24.4%  $41,535  $ 8,471,000    23.1%  $39,037  $ 9,174,000    23.8%  $42,276
                                                    ======   =======  ===========  ======   =======  ===========  ======   =======
</TABLE>

Note: Figures may be slightly different than stated as a resulty of rounding.

Notes:      (1)   Each departmental expense ratio is based on the department's 
                  estimated revenue.

            (2)   Fixed charges do not include interest expense, depreciation,
                  amortization or income tax.

            (3)   Income before reserve for replacement, interest, depreciation,
                  amortization and income tax.

            (4)   Amount Per Occupied Room (P.O.R.).

            (5)   Amount Per Available Room (P.A.R.).

            (6)   Reflects three months of operations.

SOURCE: PKF CONSULTING
<PAGE>

<TABLE>
<CAPTION>
                                                        FOUR SEASONS BILTMORE
                                                      SANTA BARBARA CALIFORNIA
                                           STATEMENT OF ESTIMATED ANNUAL OPERATING RESULTS
                                   STATED IN INFLATED YEAR DOLLARS; 1997      217 AVAILABLE ROOMS

                                                         -----------  -------   -------  -----------  -------   -------  -----------
                                                                Year     2002                   Year     2003                   Year
OCCUPANCY LEVEL/AVERAGE DAILY ROOM RATE                        78.0%     AT     $317.00        78.0%     AT     $327.00        78.0%
                                                         -----------  -------   -------  -----------  -------   -------  -----------
                                                                                 AMOUNT                          AMOUNT
                                                              AMOUNT     %        /ROOM       AMOUNT     %        /ROOM       AMOUNT
                                                         -----------  -------   -------  -----------  -------   -------  -----------
OPERATING DEPARTMENTS REVENUES (4)
<S>                                                      <C>           <C>      <C>      <C>           <C>      <C>      <C>        
  Rooms                                                  $19,584,000     49.3%  $90,249  $20,202,000     49.4%  $93,097  $20,758,000
  Food and beverage                                       15,040,000     37.9%   69,309   15,491,000     37.9%   71,387   15,956,000
  Telecommunications                                         573,000      1.4%    2,641      590,000      1.4%    2,719      608,000
  Coral Casino                                             3,223,000      8.1%   14,853    3,320,000      8.1%   15,300    3,419,000
  Other Operated Depts                                     1,146,000      2.9%    5,281    1,180,000      2.9%    5,438    1,216,000
  Rentals and other income                                   127,000      0.3%      585      131,000      0.3%      604      135,000
                                                         -----------  -------   -------  -----------  -------   -------  -----------
    Total Operating Departments                           39,693,000    100.0%  182,917   40,914,000    100.0%  188,544   42,092,000
                                                         -----------  -------   -------  -----------  -------   -------  -----------
DEPARTMENTAL EXPENSES (1,4)
  Rooms                                                    3,724,000     19.0%   17,161    3,836,000     19.0%   17,677    3,951,000
  Food and beverage                                       11,430,000     76.0%   52,673   11,773,000     76.0%   54,253   12,127,000
  Telecommunications                                         344,000     60.0%    1,585      354,000     60.0%    1,631      365,000
  Coral Casino                                             1,773,000     55.0%    8,171    1,826,000     55.0%    8,415    1,881,000
  Other Operated Depts                                       573,000     50.0%    2,641      590,000     50.0%    2,719      608,000
                                                         -----------  -------   -------  -----------  -------   -------  -----------
    Total Departmental Expenses                           17,844,000     45.0%   82,230   18,379,000     44.9%   84,696   18,932,000
                                                         -----------  -------   -------  -----------  -------   -------  -----------
TOTAL OPERATING PROFIT (4)                                21,849,000     55.0%  100,687   22,535,000     55.1%  103,848   23,160,000
                                                         -----------  -------   -------  -----------  -------   -------  -----------
UNDISTRIBUTED OPERATING EXPENSES (5)
  Administrative and general                               2,893,000      7.3%   13,332    2,980,000      7.3%   13,733    3,069,000
  Marketing                                                2,138,000      5.4%    9,853    2,202,000      5.4%   10,147    2,269,000
  Utility Costs                                              780,000      2.0%    3,594      803,000      2.0%    3,700      827,000
  Property operation and maintenance                       2,012,000      5.1%    9,272    2,073,000      5.1%    9,553    2,135,000
                                                         -----------  -------   -------  -----------  -------   -------  -----------
    Total Undistributed Operating Expenses                 7,823,000     19.7%   36,051    8,058,000     19.7%   37,134    8,300,000
                                                         -----------  -------   -------  -----------  -------   -------  -----------
INCOME BEFORE FIXED CHARGES (5)                           14,026,000     35.3%   64,636   14,477,000     35.4%   66,714   14,860,000
                                                         -----------  -------   -------  -----------  -------   -------  -----------
FIXED CHARGES (2,5)
  Management Fee                                             953,000      2.4%    4,392      982,000      2.4%    4,525    1,010,000
  Sewer Assessment                                            90,000      0.2%      415       93,000      0.2%      429       96,000
  Taxes                                                    1,003,000      2.5%    4,622    1,023,000      2.5%    4,714    1,044,000
  Insurance                                                  402,000      1.0%    1,853      415,000      1.0%    1,912      427,000
                                                         -----------  -------   -------  -----------  -------   -------  -----------
  Total Fixed Charges                                      2,448,000      6.2%   11,281    2,513,000      6.1%   11,581    2,577,000
                                                         -----------  -------   -------  -----------  -------   -------  -----------
INCOME BEFORE OTHER FIXED CHARGES (3,5)                  $11,578,000     29.2%  $53,355  $11,964,000     29.2%  $55,134  $12,283,000
                                                         ===========  =======   =======  ===========  =======   =======  ===========
RESERVE FOR REPLACEMENT (5)                                1,588,000      4.0%    7,318    1,637,000      4.0%    7,544    1,684,000
                                                         -----------  -------   -------  -----------  -------   -------  -----------
INCOME AFTER RESERVE BUT BEFORE INCENTIVE FEES (5)       $ 9,990,000     25.2%  $46,037  $10,327,000     25.2%  $47,590  $10,599,000
                                                         ===========  =======   =======  ===========  =======   =======  ===========
INCENTIVE MANAGEMENT FEE (5)                                 585,000      1.5%    2,696      652,000      1.6%    3,005      706,000
                                                         -----------  -------   -------  -----------  -------   -------  -----------
INCOME AFTER INCENTIVE FEE BUT BEFORE OTHER CHARGES (5)  $ 9,405,000     23.7%  $43,341  $ 9,675,000     23.6%  $44,585  $ 9,893,000
                                                         ===========  =======   =======  ===========  =======   =======  ===========

<CAPTION>

                                                    ------   -------  -----------  ------   -------  -----------  ------   -------
                                                      2004                   Year    2005                   Year    2006
OCCUPANCY LEVEL/AVERAGE DAILY ROOM RATE               AT     $336.00        78.0%    AT     $347.00       78.00%    AT     $357.00
                                                    ------   -------  -----------  ------   -------  -----------  ------   -------
                                                              AMOUNT                         AMOUNT                         AMOUNT
                                                      %        /ROOM       AMOUNT    %        /ROOM       AMOUNT    %        /ROOM
                                                    ------   -------  -----------  ------   -------  -----------  ------   -------
<S>                                                  <C>     <C>      <C>           <C>     <C>      <C>           <C>     <C>    
OPERATING DEPARTMENTS REVENUES (4)
  Rooms                                                49.3%  $95,659  $21,438,000     49.4%  $98,793  $22,055,000  49.4%  $101,636
  Food and beverage                                    37.9%   73,530   16,435,000     37.9%   75,737   16,928,000  37.9%   78,009
  Telecommunications                                    1.4%    2,802      626,000      1.4%    2,885      645,000   1.4%    2,972
  Coral Casino                                          8.1%   15,756    3,522,000      8.1%   16,230    3,627,000   8.1%   16,714
  Other Operated Depts                                  2.9%    5,604    1,252,000      2.9%    5,770    1,290,000   2.9%    5,945
  Rentals and other income                              0.3%      622      139,000      0.3%      641      143,000   0.3%      659
                                                     ------   -------  -----------   ------   -------  ----------- -----   -------
    Total Operating Departments                       100.0%  193,972   43,412,000    100.0%  200,055   44,688,000  00.0%  205,935
                                                     ------   -------  -----------   ------   -------  ----------- -----   -------
DEPARTMENTAL EXPENSES (1,4)
  Rooms                                                19.0%   18,207    4,070,000     19.0%   18,756    4,192,000  19.0%   19,318
  Food and beverage                                    76.0%   55,885   12,491,000     76.0%   57,562   12,865,000  76.0%   59,286
  Telecommunications                                   60.0%    1,682      376,000     60.1%    1,733      387,000  60.0%    1,783
  Coral Casino                                         55.0%    8,668    1,937,000     55.0%    8,926    1,995,000  55.0%    9,194
  Other Operated Depts                                 50.0%    2,802      626,000     50.0%    2,885      645,000  50.0%    2,972
                                                     ------   -------  -----------   ------   -------  ----------- -----   -------
    Total Departmental Expenses                        45.0%   87,244   19,500,000     44.9%   89,862   20,084,000  44.9%   92,553
                                                     ------   -------  -----------   ------   -------  ----------- -----   -------
TOTAL OPERATING PROFIT (4)                             55.0%  106,728   23,912,000     55.1%  110,194   24,604,000  55.1%  113,382
                                                     ------   -------  -----------   ------   -------  ----------- -----   -------
UNDISTRIBUTED OPERATING EXPENSES (5)
  Administrative and general                            7.3%   14,143    3,161,000      7.3%   14,567    3,256,000   7.3%   15,005
  Marketing                                             5.4%   10,456    2,337,000      5.4%   10,770    2,407,000   5.4%   11,092
  Utility Costs                                         2.0%    3,811      852,000      2.0%    3,926      878,000   2.0%    4,046
  Property operation and maintenance                    5.1%    9,839    2,199,000      5.1%   10,134    2,265,000   5.1%   10,438
                                                     ------   -------  -----------   ------   -------  ----------- -----   -------
    Total Undistributed Operating Expenses             19.7%   38,249    8,549,000     19.7%   39,396    8,806,000  19.7%   40,581
                                                     ------   -------  -----------   ------   -------  ----------- -----   -------
INCOME BEFORE FIXED CHARGES (5)                        35.3%   68,479   15,363,000     35.4%   70,797   15,798,000  35.4%   72,802
                                                     ------   -------  -----------   ------   -------  ----------- -----   -------
FIXED CHARGES (2,5)
  Management Fee                                        2.4%    4,654    1,042,000      2.4%    4,802    1,073,000   2.4%    4,945
  Sewer Assessment                                      0.2%      442       99,000      0.2%      456      102,000   0.2%      470
  Taxes                                                 2.5%    4,811    1,065,000      2.5%    4,908    1,086,000   2.4%    5,005
  Insurance                                             1.0%    1,968      440,000      1.0%    2,028      453,000   1.0%    2,088
                                                     ------   -------  -----------   ------   -------  ----------- -----   -------
    Total Fixed Charges                                 6.1%   11,876    2,646,000      6.1%   12,194    2,714,000   6.1%   12,507
                                                     ------   -------  -----------   ------   -------  ----------- -----   -------
INCOME BEFORE OTHER FIXED CHARGES (3,5)                29.2%  $56,604  $12,717,000     29.3%  $58,604  $13,084,000  29.3%  $60,295
                                                     ======   =======  ===========   ======   =======  =========== =====   =======
RESERVE FOR REPLACEMENT (5)                             4.0%    7,760    1,736,000      4.0%    8,000    1,788,000   4.0%    8,240
                                                     ------   -------  -----------   ------   -------  ----------- -----   -------
INCOME AFTER RESERVE BUT BEFORE INCENTIVE FEES (5)     25.2%  $48,843  $10,981,000     25.3%  $50,604  $11,296,000  25.3%  $52,055
                                                     ======   =======  ===========   ======   =======  =========== =====   =======
INCENTIVE MANAGEMENT FEE (5)                            1.7%    3,253      783,000      1.8%    3,608      846,000   1.9%    3,899
                                                     ------   -------  -----------   ------   -------  ----------- -----   -------
INCOME AFTER INCENTIVE FEE BUT BEFORE OTHER 
   CHARGES (5)                                         23.5%  $45,590  $10,198,000     23.5%  $46,995  $10,450,000  23.4%  $48,157
                                                     ======   =======  ===========   ======   =======  =========== =====   =======
</TABLE>

Note: Figures may be slightly different than stated as a resulty of rounding.

Notes:      (1)   Each departmental expense ratio is based on the department's 
                  estimated revenue.

            (2)   Fixed charges do not include interest expense, depreciation,
                  amortization or income tax.

            (3)   Income before reserve for replacement, interest, depreciation,
                  amortization and income tax.

            (4)   Amount Per Occupied Room (P.O.R.).

            (5)   Amount Per Available Room (P.A.R.).

            (6)   Reflects three months of operations.

SOURCE: PKF CONSULTING
<PAGE>
<PAGE>

Section V --Valuation                                                       V-27
- --------------------------------------------------------------------------------

Capitalization Rate

The capitalization rate is a mathematical relationship that exists between the
net income derived by a property and the value or price that an investor would
pay for the right to receive that net income stream. Influences most affecting
the price an investor would pay are quality, quantity and probable duration of
the net income expectancy.

A capitalization or overall rate (OAR) can be selected by several methods. The
methods used in this analysis are: 1) Derivation through comparable sales; 2)
Derivation through the band of investment technique; and, 3) Derivation through
debt coverage formula. Each is discussed below.

Derivation through Comparable Sales 

In this method, the OAR is developed by dividing the net operating income of
selected comparable sales by their cash equivalent sales prices. As is discussed
in detail in the Sales Comparison Approach section, eight comparable hotel sales
have been identified and analyzed for the purpose of obtaining an overall
capitalization rate. The following table summarizes these and their indicated
overall capitalization rates.

================================================================================
                            Comparable Sales Summary
- --------------------------------------------------------------------------------
                                        Date of  Price Per   Cap.     Interest
        Name of Property                  Sale      Room    Rate(1)   Conveyed
- --------------------------------------------------------------------------------
Le Meridien, Coronado                     9/97    $200,000    6.0%   Leasehold
Hotel Del Coronado, Coronado              8/97     476,879    N/A    Fee Simple
Ritz Carlton, Laguna Niguel               8/97     572,519    8.5    Fee Simple
Ritz Carlton, Marina Del Rey              1/97     184,967    9.9    Leasehold
Sonoma Mission Inn & Spa, Sonoma         11/96     317,857    9.7    Fee Simple
Four Seasons, New York                    8/96     517,027    N/A    Leasehold
Mayfair Hotel, New York                   5/96     303,483    N/A    Fee Simple
Regent Beverly Wilshire, Beverly Hills    2/96     376,344    5.7    Fee Simple
- --------------------------------------------------------------------------------
(1) Most recent year performance.

Source: PKF Consulting
- --------------------------------------------------------------------------------

As can be noted, the indicated capitalization rates for these sales range from
5.7 percent to 9.9 percent.

In addition, we have also researched several recent investment surveys that
collect data on current going-in capitalization rates for hotels. The results
are summarized in the following table:

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section V --Valuation                                                       V-28
- --------------------------------------------------------------------------------

================================================================================
                      National Survey Capitalization Rates
- --------------------------------------------------------------------------------
            Source                                  Range            Average
- --------------------------------------------------------------------------------
Hospitality Investment Survey,
PKF Consulting, Second Quarter 1997,             5.0 to 13.5%         10.4%
Resort Hotels 

Hotel Investment Outlook,
Landauer Real Estate, 1997 No. 1                 7.5 to 13.0%         9.45%

Real Estate Research Corporation                
Third Quarter 1996                              10.0 to 12.0%         10.6%

Real Estate Investor Survey, Korpacz
Fourth Quarter 1995,                             8.0 to 15.0%         10.7%
Full Service Hotels
- --------------------------------------------------------------------------------

The indicated range of going-in capitalization rates from the published surveys
ranged from 5.0 to 15.0 percent, with averages of 9.45 to 10.9 percent.

Weighing the subject's age, location, resort orientation and market positioning,
we believe that an OAR of 8.5 percent is appropriate to value the Four Seasons
Biltmore Hotel.

Overall Rate Using the Band of Investment Technique

A second approach to deriving the overall capitalization rate is the band of
investment technique. Since most properties are purchased with debt and equity
capital, the overall capitalization rate must satisfy the market return
requirements of both investment positions. Lenders must receive an interest rate
commensurate with the perceived risk or they will not make funds available, and
equity investors must anticipate receiving a competitive equity return for the
commensurate risks or they will invest their funds elsewhere.

A simplified band of investment model focuses on four components: the mortgage
constant, the mortgage ratio, the equity dividend and the equity ratio. The
mortgage constant is the ratio of annual debt service to the principal amount of
the loan. The mortgage ratio is the percentage of the total purchase price
comprised of financing. The equity dividend is the ratio of cash flow after debt
service (pre-tax) to equity investment. It should be noted that the equity
dividend is not the same as the equity yield. The equity ratio is the percentage
of the total purchase price comprised of equity investment. The formula for
deriving the capitalization rate using this model is shown as follows.

                      R(o)  =  (R(m) x M) = (R(e) X (1-M))
                      R(o)  =  Overall Rate
                      R(m)  =  Mortgage Constant
                      M     =  Mortgage Ratio
                      R(e)  =  Equity Dividend
                      1-M   =  Equity Ratio


A group of lenders was surveyed to determine available financing terms for an
investment such as the subject property. While all lenders noted that it is
difficult to obtain financing for a hotel, financing is available for
sufficiently creditworthy borrowers. Based on discussions with these lenders, we
have concluded that the terms for a quality, full-service hotel such as the
subject would

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital. Inc.
<PAGE>

Section V --Valuation                                                       V-29
================================================================================

be for financing based on a 60 percent loan to value with an interest rate at
between two and five points above corresponding term treasuries for a fixed rate
loan, or two to four points above LIBOR for an adjustable rate loan. The
amortization period for these loans is typically 25 years with a five to ten
year term. Based on our knowledge of the subject, we believe that a loan with an
interest rate of 9.00 percent could be obtained on the subject hotel. This
equates to a mortgage constant (assuming monthly payments) of 10.07 percent.

To estimate an equity dividend ratio, we interviewed a number of individuals who
are active in the acquisition of hotels, to determine their return requirements.
These investors indicate that they require a cash on cash return of between 7.0
and 13.0 percent on their equity investments in a hotel. Based upon our
knowledge of the desirability of the luxury resorts in California for
acquisition by many investors, and considering the specific characteristics of
the subject hotel, it is our opinion that an equity dividend rate toward the
lower end of the range is appropriate for the subject property. More
specifically, we are of the opinion that an 8 percent equity dividend rate
properly reflects the return requirements of investors who would leverage their
acquisition of the subject.

The calculation of the capitalization rate for the subject using this approach
is as follows:

                    Ro = (.1007 x 0.60) + (0.08) x (1 -0.60))
                             Ro = (0.060) + (0.032)
                                   Ro = 9.2 %

Capitalization Rate Using the Debt Coverage Formula

In addition to traditional lending criteria, lenders sometimes use another
criterion when making business real estate loans--the debt coverage ratio. This
is the ratio of net operating income to annual debt service. Lenders are
concerned with the safety of the loan investment and consequently require a
spread between the expected NOI and the mortgage payment, so that the borrower
will be able to meet debt service obligations.

To estimate the overall rate, the debt coverage ratio can be multiplied by the
mortgage constant and the loan to value ratio. The formula is as follows:

                          Ro     =  DCR x Rm x M
                          Ro     =  Overall Rate
                          DCR    =  Debt Coverage Ratio
                          Rm     =  Mortgage Constant
                          M      =  Loan to Value Ratio

In the most recent edition of the PKF Hospitality Investment Survey, the range
of required debt coverage ratios for resort properties like the subject was 1.2
to 2.0, with an average of 1.4. Most lenders surveyed have reverted to more
cautious practices, which is having some effect on the ability to finance
purchases at the overall rates noted in the late 1980s.

After considering the above information, it is our opinion that a conventional
9.25 percent interest loan could be obtained at a debt coverage ratio of 1.5.
This results in the following indicated capitalization rate:

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section V --Valuation                                                       V-30
================================================================================

                            Ro = 1.5 x 0.1007 x 0.60

                                    Ro = 9.1%

Capitalization Rate Conclusion

The three techniques used to select a capitalization rate provide varying
indicators for the valuation of the subject property. The conclusions reached
using each approach are restated in the following table.

        ===============================================
         Capitalization Rate Conclusion
        -----------------------------------------------
               Approach                        Rate
        -----------------------------------------------
        Comparable Sales/National Surveys   5.7 -- 9.9%
        Band of Investment                     9.2%
        Debt Coverage Formula                  9.1%
        -----------------------------------------------

Of the three techniques, the greatest weight in the final selection of a
capitalization rate is placed on the comparable sales. The comparable sales
approach is useful because it directly reflects the actions of buyers and
sellers in the market. The band of investment approach is also given
consideration in that it looks explicitly at the debt and equity components of
the transaction. The shortcoming of this technique is that its focus is on the
equity dividend and does not focus on total equity yield over a typical holding
period. In addition, in today's market, many investors are acquiring properties
on an all cash basis, with no leverage. Least weight is placed on the debt
coverage formula, as lenders' debt service coverage ratios are highly variable.

Based on the foregoing analysis, it is our opinion an overall capitalization
rate of 8.5 percent is appropriate for the subject property, and properly
reflects the return expectations for investors in this class of hotel given the
property's placement among California coastal resorts, and its age, physical
facilities and market position.

DISCOUNTED CASH FLOW ANALYSIS

To estimate the value of the hotel component through the discounted cash flow
analysis, it is assumed that the property will be sold at the end of the tenth
year of a typical ten-year holding period. The value through this analysis
reflects the present value of the income for each year of the holding period as
well as the present value of the net proceeds of the sale of the property in the
terminal year, with these amounts discounted back to present value at a market
derived discount rate.

Net Proceeds Upon Sale (Reversion)

To estimate the reversionary value of the subject at the termination of the
holding period, we have capitalized the adjusted net operating income for the
property for the year of operation immediately following the sale (in this case
the net operating income in 2007).

To estimate the net operating income in 2007, we first add back property taxes
to the tenth year (2006) cash flow estimate. This calculation yields an
estimated pre-tax operating income. This pretax net operating income is then
escalated to 2007 value dollars at 3.0 percent. We then capitalize this net
income by the terminal capitalization rate as described above. Lastly, to obtain
the net

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section V --Valuation                                                       V-31
- --------------------------------------------------------------------------------

proceeds upon sale of the property, we have deducted a sales commission of 2.0
percent. This level of commissions was based on discussions with hotel brokers
at Colliers International, Grubb & Ellis, CB Commercial, and Hotel Partners. Our
calculation of the proceeds upon sale is as outlined below.

================================================================================
                            Reversionary Calculation
- --------------------------------------------------------------------------------
2006 Net Operating Income                                        $ 10,450,000
Add: 2006 Property Taxes                                            1,086,000
                                                                 ------------
Pre-Tax Net Operating Income                                       11,536,000
Inflation Factor                                                         1.03%
                                                                 ------------
Estimated 11th Year Net Operating Income                           11,882,080

Capitalization Rate                                                   9.00000%
Tax Rate                                                              1.00420%
                                                                 ------------
Effective Capitalization Rate                                        10.00420%

Reversionary Value                                               $118,770,916
Less: Sales Commission @ 2.0%                                       2,375,418
                                                                 ------------
Net Proceeds upon Sale (rounded)                                 $116,395,498
                                                                 ============
- --------------------------------------------------------------------------------

Discount Rate

The discount rate reflects the overall rate of return expected by the investor,
weighing the relative riskiness of the investment in relation to other
investment vehicles and the perceived risk of each component in the operation of
the facility. In order to estimate an appropriate discount rate for the subject,
the investor surveys were reviewed. The results are presented in the table
below:

================================================================================
                        Capitalization and Discount Rates
- --------------------------------------------------------------------------------
                                                Free and Clear   Average Overall
                                                  Yield Rate      Discount Rate
- --------------------------------------------------------------------------------
Hospitality Investment Survey,
PKF Consulting, Second Quarter 1997,
  Resort Hotels                                  10.0 - 16.5%         13.4%

Hotel Investment Outlook,
Landauer Real Estate, 1997 No.1                  12.0 - 16.0%         13.5%

Real Estate Research Corporation                 
Third Quarter 1996                               11.5 - 14.0%         12.8%

Real Estate Investor Survey,
Korpacz, Fourth Quarter 1995,                     9.0 - 20.0%         15.1%
Full Service Market
- --------------------------------------------------------------------------------

As can be noted, the discount rates for hotels based on these surveys ranged
between 9.0 and 20.0 percent, with an average of between 12.8 and 15.1 percent.
In addition, the "spread" between the going-in overall capitalization rates and
the discount rates ranged between 2.2 to 4.4 percent, which is consistent with
the overall growth rate assumption of 3.0 percent used for most income and
expense items. This spread would indicate an appropriate discount rate to value
the subject of between 11.2 and 13.4 percent, based on the 8.5 percent going-in
overall rate.


- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section V --Valuation                                                       V-32
- --------------------------------------------------------------------------------

Based on our analysis of the subject, we are of the opinion that a 12.0 percent
discount rate is appropriate to value the subject property. The 12.0 percent is
three percentage points higher than the overall capitalization rate used herein
and within the reported survey ranges at the high end of the range of average
rates. We are of the opinion that this reflects the perceived risk of the
subject.

Valuation Calculation - Discounted Cash Flow

To estimate the value of the subject hotel considering the current operations of
the hotel and the projected performance of the facility through the holding
period, we have used a discounted cash flow analysis.

Presented in the table below is our cash flow estimated for the subject for the
ten-year holding period, along with the value of the reversion deriving a value
estimate.

================================================================================
                          Discounted Cash Flow Analysis
- --------------------------------------------------------------------------------
                                   Cash Flow      Present Value
      Year                      from Operations       Factor       Present Value
- --------------------------------------------------------------------------------
      1997                        $  2,003,000      0.97206542      $ 1,947,047
      1998                           8,384,000      0.86791555        7,276,604
      1999                           9,013,000      0.77492460        6,984,395
      2000                           8,471,000      0.69189697        5,861,059
      2001                           9,174,000      0.61776515        5,667,377
      2002                           9,405,000      0.55157603        5,187,573
      2003                           9,675,000      0.49247859        4,764,730
      2004                           9,893,000      0.43971303        4,350,081
      2005                          10,198,000      0.39260092        4,003,744
      2006                          10,450,000      0.35053654        3,663,107
    Reversion                     $116,395,498      0.35053654      $40,800,875
                                                                    -----------
Net Present Value                                                   $90,506,593

  Rounded Value                                                     $90,500,000
- --------------------------------------------------------------------------------

Therefore, our conclusion as to the "as is" market value of the fee simple
interest of the Four Seasons Biltmore Resort hotel using the Discounted Cash
Flow Analysis, as of October 1, 1997, is:

                  ============================================
                  Ninety Million Five Hundred Thousand Dollars
                  --------------------------------------------
                                   $90,500,000
                  --------------------------------------------

This value gives a price per room for the hotel of $417,051.


- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section V --Valuation                                                       V-33
================================================================================

                   RECONCILIATION AND FINAL ESTIMATE OF VALUE

The reconciliation involves the correlation of the conclusions reached from the
valuation methodologies applied, considering the property type and the
requirements of the appraisal assignment. This process depends on the
appropriateness and reliability of each approach, and of the quality and
reliability of the data obtained. The results from the three approaches are as
follows:

          ========================================================
             Cost Approach                       Not Applicable 
          --------------------------------------------------------
          Sales Comparison Approach                Inconclusive 
          --------------------------------------------------------
          Income Capitalization Approach            $90,500,000
          ========================================================

The Cost Approach estimates the value of the subject property based on the
principle of substitution whereby a buyer is not expected to pay more for the
property than it would cost to acquire a comparable site providing the same
utility and replace the building with one of modern materials and current
design, standards and layout. The Cost Approach is most appropriate when the
improvements are new or nearly new, and represent the highest and best use of
the land. The Cost Approach has limited utility in the valuation of existing
hotels. Generally, the Sales Comparison and Income Capitalization Approaches are
better indicators of the value of a hotel property in the open market since they
more accurately reflect current market activity and the motives of buyers and
sellers for investment purposes. Accordingly, we have not utilized this approach
in developing our estimate of the value of the subject.

In the Sales Comparison Approach we compared eight recently sold resort and/or
luxury hotels, as well as the current contract on the subject property. The
selected sales indicated a wide range in value. In addition, the sales were
located in varying market areas, and no property was identical to the subject.
These factors would require large adjustments to be applied to each sale,
greatly reducing the reliability of this approach. As a result of the foregoing,
this approach was considered to be inconclusive.

The Income Capitalization Approach is undoubtedly the most commonly used method
to evaluate an income producing property such as a hotel. In this approach, we
have utilized the discounted cash flow method. There was good market support for
both the projected cash flow of the subject as well as the capitalization and
yield rates used to convert our cash flow projections into a value estimate.
Accordingly, the greater reliance was placed on this approach.

Based on the facts, assumptions, and procedures outlined in this report, we have
calculated that the market value "as is" of the fee simple estate in the subject
property, as of October 1, 1997, is:

                  ============================================
                  Ninety Million Five Hundred Thousand Dollars
                  --------------------------------------------
                                   $90,500,000
                  --------------------------------------------

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

Section V --Valuation                                                       V-34
================================================================================

PERSONAL PROPERTY ALLOCATION

Included in the above estimate of "as is" market value is the contributing value
of the personal property at the subject property, or the furnishings, fixtures
and equipment (FF&E). FF&E is generally considered to be a part of the hotel
property and is typically sold with the building. It is therefore considered to
be a part of the property's total value. FF&E includes the hotel's guestroom and
public area furnishings, kitchen equipment, service/maintenance equipment and
other machinery. The most recent survey performed by Hospitality Valuation
Services indicates the cost for FF&E for a luxury hotel to range from $14,300 to
$31,000 per room. Based on our review of the subject, and considering the
presence of the Coral Casino and the extensive food-and-beverage outlets, we
have estimated the value of the FF&E as new to be approximately $40,000 per
room, or a total replacement cost of $8,680,000 (rounded).

Physical deterioration (depreciation) must be deducted for the FF&E. The subject
opened in 1927, but most FF&E was replaced in the major renovation in 1987-1
990, and soft goods were replaced in 1993. Based on our physical inspection of
the property, we are of the opinion that the property is in excellent physical
condition. We have estimated that the FF&E has a useful life of ten years on the
average and has a current effective age of four years. This equates to a 40
percent depreciation factor, as summarized below.

               ===================================================
                        Furniture, Fixtures and Equipment
               ---------------------------------------------------
               Value of FF&E Per Room As New              $ 40,000
               Number of Hotel Rooms                           217
               ---------------------------------------------------
               Total Value of FF&E As New (Rounded)     $8,680,000
               Physical Life                              10 Years
               Average Effective Age                       4 Years
               ---------------------------------------------------
               Percent Depreciated                             40%
               Percent Value Remaining                         60%
               ---------------------------------------------------
               Depreciated Value (Rounded)              $5,208,000
               ---------------------------------------------------
               Source: PKF Consulting
               ---------------------------------------------------
               
Exposure and Marketing Period

Competition for the acquisition of good quality hotel assets is intense. The
February issue of Hotel Investment Outlook, produced by Landauer Real Estate
Counselors, indicates that recent sellers of hotel properties have found that
six months of exposure is now a typical marketing period. Further, Landauer
states that a hotel property might be able to be sold faster than six months if
seller financing were available. The PKF Hospitality Investment Survey says
exposure period is 3.5 - 24 months, with 7.7 as average.

We are of the opinion that a reasonable exposure period for the subject hotel,
at a price of $90,500,000, is twelve months or less.

- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel
Merrill Lynch Mortgage Capital, Inc.
<PAGE>

                                   ADDENDUM A

                      ASSUMPTIONS AND LIMITING CONDITIONS
<PAGE>

                STATEMENT OF ASSUMPTIONS AND LIMITING CONDITIONS

This appraisal report is made with the following assumptions and limiting
conditions:

Date of Value - The conclusions and opinions expressed in this report apply to
the date of value set forth in the letter of transmittal accompanying this
report. The dollar amount of any value opinion or conclusion rendered or
expressed in this report is based upon the purchasing power of the American
dollar existing on the date of value.

Economic and Social Trends - The appraiser assumes no responsibility for
economic, physical or demographic factors which may affect or alter the opinions
in this report if said economic, physical or demographic factors were not
present as of the date of the letter of transmittal accompanying this report.
The appraiser is not obligated to predict future political, economic or social
trends.

Information Furnished by Others - In preparing this report, the appraiser was
required to rely on information furnished by other individuals or found in
previously existing records and/or documents. Unless otherwise indicated, such
information is presumed to be reliable. However, no warranty, either express or
implied, is given by the appraiser for the accuracy of such information and the
appraiser assumes no responsibility for information relied upon later found to
have been inaccurate. The appraiser reserves the right to make such adjustments
to the analyses, opinions and conclusions set forth in this report as may be
required by consideration of additional data or more reliable data that may
become available.

Title - No opinion as to the title of the subject property is rendered. Data
related to ownership and legal description was obtained from the attached title
report records and is considered reliable. Title is assumed to be marketable and
free and clear of all liens, encumbrances, easements and restrictions except
those specifically discussed in the report. The property is appraised assuming
it to be under responsible ownership and competent management, and available for
its highest and best use.

Hidden Conditions - The appraiser assumes no responsibility for hidden or
unapparent conditions of the property, subsoil, ground water or structures that
render the subject property more or less valuable. No responsibility is assumed
for arranging for engineering, geologic or environmental studies that may be
required to discover such hidden or unapparent conditions.

Hazardous Materials - The appraiser has not been provided any information
regarding the presence of any material or substance on or in any portion of the
subject property or improvements thereon, which material or substance possesses
or may possess toxic, hazardous and/or other harmful and/or dangerous
characteristics. Unless otherwise stated in the report, the appraiser did not
become aware of the presence of any such material or substance during the
appraiser's inspection of the subject property. However, the appraiser is not
qualified to investigate or test for the presence of such materials or
substances. The presence of such materials or substances may adversely affect
the value of the subject property. The value estimated in this report is
predicated on the assumption that no such material or substance is present on or
in the subject property or in such proximity thereto that it would cause a loss
in value. The appraiser assumes no responsibility for the presence of any such
substance or material on or in the subject property, nor for any expertise or
engineering knowledge required to discover the presence of such substance or
material. Unless otherwise stated, this report assumes the subject property is
in compliance with all federal, state and local environmental laws, regulations
and rules.

Zoning and Land Use - Unless otherwise stated, the subject property is appraised
assuming it to be in full compliance with all applicable zoning and land use
regulations and restrictions.

Licenses and Permits - Unless otherwise stated, the property is appraised
assuming that all required licenses, permits, certificates, consents or other
legislative and/or administrative authority from any local, state or national
government or private entity or organization have been or can be obtained or
renewed for any use on which the value estimate contained in this report is
based.

Engineering Survey - No engineering survey has been made by the appraiser.
Except as specifically stated, data relative to size and area of the subject
property was taken from sources considered reliable and no encroachment of the
subject property is considered to exist.
<PAGE>

                STATEMENT OF ASSUMPTIONS AND LIMITING CONDITIONS
                                   (Continued)

Subsurface Rights - No opinion is expressed as to the value of subsurface oil,
gas or mineral rights or whether the property is subject to surface entry for
the exploration or removal of such materials, except as is expressly stated.

Maps, Plats and Exhibits - Maps, plats and exhibits included in this report are
for illustration only to serve as an aid in visualizing matters discussed within
the report. They should not be considered as surveys or relied upon for any
other purpose, nor should they be removed from, reproduced or used apart from
the report.

Legal Matters - No opinion is intended to be expressed for matters which require
legal expertise or specialized investigation or knowledge beyond that
customarily employed by real estate appraisers.

Allocation Between Land and Improvements - The distribution, if any, of the
total valuation in this report between land and improvements applies only under
the stated program of utilization. The separate allocations for land and
improvements must not be used in conjunction with any other appraisal and are
invalid if so used.

Right of Publication - Possession of this report, or a copy of it, does not
carry with it the right of publication. Without the written consent of the
appraiser, this report may not be used for any purpose by any person other than
the party to whom it is addressed. In any event, this report may be used only
with proper written qualification and only in its entirety for its stated
purpose.

Testimony in Court - Testimony or attendance in court or at any other hearing is
not required by reason of rendering this appraisal, unless such arrangements are
made a reasonable time in advance of said hearing. Further, unless otherwise
indicated, separate arrangements shall be made concerning compensation for the
appraiser's time to prepare for and attend any such hearing.

Structural Deficiencies - The appraiser has personally inspected the subject
property, and except as noted in this report, finds no obvious evidence of
structural deficiencies in any improvements located on the subject property.
However, the appraiser assumes no responsibility for hidden defects or
non-conformity with specific governmental requirements, such as fire, building
and safety, earthquake or occupancy codes, unless inspections by qualified
independent professionals or governmental agencies were provided to the
appraiser. Further, the appraiser is not a licensed engineer or architect and
assumes no responsibility for structural deficiencies not apparent to the
appraiser at the time of his inspection.

Termite/Pest Infestation - No termite or pest infestation report was made
available to the appraiser. It is assumed that there is no significant termite
or pest damage or infestation, unless otherwise stated.

Income Data Provided by Third Party - Income and expense data related to the
property being appraised was provided by the client and is assumed, but not
warranted, to be accurate.

Asbestos - The appraiser is not aware of the existence of asbestos in any
improvements on the subject property. However, the appraiser is not trained to
discover the presence of asbestos and assumes no responsibility should asbestos
be found in or at the subject property. For the purposes of this report, the
appraiser assumes the subject property is free of asbestos and that the subject
property meets all federal, state and local laws regarding asbestos abatement.

Archeological Significance - No investigation has been made by the appraiser and
no information has been provided to the appraiser regarding potential
archeological significance of the subject property or any portion thereof. This
report assumes no portion of the subject property has archeological
significance.

Compliance with the American Disabilities Act - The Americans with Disabilities
Act ("ADA") became effective January 26, 1992. We have not made a specific
compliance survey and analysis of this property to determine whether or not it
is in conformity with the various detailed requirements of the ADA. It is
possible that a compliance survey of the property, together with a detailed
analysis of the requirements of the ADA could reveal that the property is not in
compliance with one or more of the requirements of the Act. If so, this fact
could have a negative effect upon the value of the property. Since we have no
direct evidence relating to this issue, we did not consider possible
non-compliance with the requirements of ADA in estimating the value of the
property.
<PAGE>

                STATEMENT OF ASSUMPTIONS AND LIMITING CONDITIONS
                                   (Continued)

Definitions and Assumptions - The definitions and assumptions upon which our
analyses, opinions and conclusions are based are set forth in appropriate
sections of this report and are to be part of these general assumptions as if
included here in their entirety.

Encroachments - it is assumed that the utilization of the land and/or
improvements is within the boundaries or property described herein and that
there is no encroachment or trespass.

Dissemination of Material - Use and disclosure of the contents of this report is
governed by the bylaws and regulations of the Appraisal Institute. Neither all
nor any part of the contents of this report (especially any conclusions as to
value, the identity of the appraisers or the firm with which they are connected,
or any reference to the Appraisal Institute or to the MAI or RM designations)
shall be disseminated to the general public through advertising or sales media,
public relations media, news media or other public means of communication
without the prior written consent and approval of the appraiser(s).

Distribution and Liability to Third Parties - The party for whom this appraisal
report was prepared may distribute copies or this appraisal report only in its
entirety to such third parties as may be selected by the party for whom this
appraisal report was prepared; however, portions of this appraisal report shall
not be given to third parties without our written consent. Liability to third
parties will not be accepted.

Use in Offering Materials - This appraisal report, including all cash flow
forecasts, market surveys and related data, conclusions, exhibits and supporting
documentation, may not be reproduced or references made to the report or to PKF
Consulting in any sale offering, prospectus, public or private placement
memorandum, proxy statement or other document ("Offering Material") in
connection with a merger, liquidation or other corporate transaction unless PKF
Consulting has approved in writing the text of any such reference or
reproduction prior to the distribution and filing thereof.

Limits to Liability - PKF Consulting cannot be held liable in any cause of
action resulting in litigation for any dollar amount which exceeds the total
fees collected from this individual engagement.

Legal Expenses - Any legal expenses incurred in defending or representing
ourselves concerning this assignment will be the responsibility of the client.
<PAGE>

                                   ADDENDUM B

                         CERTIFICATION OF THE APPRAISER
<PAGE>

                         CERTIFICATION OF THE APPRAISER

I, Jeff Lugosi, certify:

      That I have personally inspected the subject site.

      That I have reviewed the analyses, conclusion and opinions concerning real
      estate contained

      in this appraisal report and fully concur with the final value estimate
      herein expressed.

      That all market data pertaining to the final value estimate has been
      accumulated from various sources and where possible personally examined
      and verified as to details, motivation and validity.

      That I have no present or contemplated future interest in the property
      appraised and neither is there any personal interest or bias with respect
      to the subject matter or to the principals involved.

      That neither my employment nor compensation for making this report is in
      any way contingent upon the value reported herein. The appraisal
      assignment was not based on a requested minimum valuation, a specific
      valuation, or the approval of a loan.

      That this report has been made in conformity with, and is subject to, the
      requirements of the Code of Ethics and Standards of Professional Conduct
      of the Appraisal Institute.

      My analysis, opinions and conclusions were developed, and this report has
      been prepared in conformity with the Uniform Standards of Professional
      Appraisal Practice.

      That to the best of my knowledge and belief, the statements of fact
      contained in this report, upon which the analyses, opinions and
      conclusions are based, are true and correct, subject to the Statement of
      Basic Assumptions and Limiting Conditions herein set forth.

      That this appraisal report sets forth all limiting conditions (imposed by
      the terms of our assignment or by the undersigned) affecting the analysis,
      opinions and conclusions expressed herein.

      That Bruce Baltin and Rick Frohlich provided significant professional
      assistance in the completion of this report.

      I certify that the use of this report is subject to the requirements of
      the Appraisal Institute relating to review by its duly authorized
      representative.

      The Appraisal Institute conducts a voluntary program of continuing
      education for its members. MAIs and RMs who meet the minimum standards of
      this program are awarded periodic education certification. Jeffry M.
      Lugosi, MAI, hereby states that he is certified under this program.
<PAGE>

      Based upon the work undertaken and my experience as a real estate analyst
      and appraiser, I am of the opinion that the "as is" market value of the
      fee simple interest in the Four Seasons Biltmore, Santa Barbara County,
      California, as of October 1, 1997, is:

                  ============================================
                  Ninety Million Five Hundred Thousand Dollars
                  --------------------------------------------
                                   $90,500,000
                  --------------------------------------------

/s/ Jeff Lugosi
- -----------------------------------------------
Jeff Lugosi, MAI
Vice President
California Certified General Appraiser #AG3755
<PAGE>

                                   ADDENDUM C

                            APPRAISER QUALIFICATIONS
<PAGE>

                                QUALIFICATIONS OF
                                   JEFF LUGOSI
                                 VICE PRESIDENT

PROFESSIONAL HISTORY

1988-Present                        Vice President 
                                    PKF Consulting 
                                    Los Angeles, California
                        

1987-1988                           Fee Appraiser
                                    Charles D. Baily & Associates    
                                    San Francisco, California        

                                    Appraised numerous office and industrial
                                    buildings, hotels, shopping centers,
                                    subdivisions, apartment complexes, mobile
                                    home parks and special use properties.
                                    Assisted in the development of a new
                                    department offering specialized consulting
                                    services to the congregate and skilled care
                                    housing industry. Duties included marketing
                                    and performing appraisal reports.

1986-1987                           Associate Appraiser
                                    Joseph J. Blake & Associates  
                                    San Francisco, California     

                                    Produced narrative appraisals encompassing
                                    market research, analysis, value conclusions
                                    and report writing.

EDUCATION                           MBA, Masters of Business Administration in
                                    Real Estate
                                    Golden Gate University                   
                                    San Francisco, California, Graduated 1985

                                    Scholarship: Contra Costa Board of Realtors

                                    MBA Courses:

                                    -  Real Estate Appraisal
                                    -  Real Estate Law
                                    -  Real Estate Tax
                                    -  Real Estate Finance
                                    -  Real Estate Concepts and Analysis
                                    -  Real Estate Strategies and Issues
                                    -  Finance for Managers
                                    -  Financial Accounting for Managers
                                    -  Economics for Managers
                                    -  Marketing for Managers
                                    -  Computer Technology for Managers
                                    -  Managerial Accounting
                                    -  Managerial Analysis and Communication
                                    -  Organizational Behavior and Management 
                                        Principles
                                    -  Money and Banking
                                    -  Federal Taxes
                                    -  Properly Management and Leasing
                                    -  Personal Financial Planning

                                    Co-Founder of the Golden Gate University
                                    Real Estate Alumni Association
                                    BA, Bachelors of Arts in Sociology
                                    University of California, San Diego,
                                    California
                                    Graduated 1983
                                    Minors: Psychology, Biology and Scientific
                                    Perspectives

                                    Various real estate and appraisal courses
                                    and seminars for continuing education for
                                    state certification and Appraisal Institute
                                    membership.

PROFESSIONAL 
ACHIEVEMENTS                        Member Appraisal Institute, Designation (No.
                                    9425)
<PAGE>

QUALIFICATIONS OF
JEFF LUGOSI
Page 2

PROFESSIONAL
ACHIEVEMENTS (continued)            State Certification. State certified to
                                    appraise Federally related real estate
                                    transactions according to the Financial
                                    Institutions Reform, Recovery and
                                    Enforcement Act of 1989 (FIRREA) in the
                                    states of California (AG 3755), Arizona (No.
                                    30656) and Nevada (No. 742), as well as
                                    obtaining temporary licenses in other
                                    states.

                                    Approved Appraiser by Lenders. As a result
                                    of being state certified, as well as an MAI,
                                    I am on the approved list of appraisers for
                                    these major lending institutions:

                                    - Bank of America          
                                    - Bank of California       
                                    - First Interstate Bank    
                                    - Home Savings of America  
                                    - Wells Fargo Bank  
                                    - Tokai Bank                     
                                    - Bangkok Bank                   
                                    - Mitsui Trust & Banking Co. Ltd.
                                    - Long-Term Credit Bank          
                                    - Bank Dagang Nasional Indonesia 

                                    Expert Testimony. Retained by a law firm
                                    representing an international hotel
                                    corporation to provide expert witness
                                    testimony in Los Angeles County Board of Tax
                                    Appeal for ad valorem tax litigation
                                    involving several full-service hotels.
                                    Testimony centered around estimating market
                                    value at a historical point in time for real
                                    estate only based on allocating personal and
                                    business values separately from the
                                    going-concern value. Topics addressed
                                    included the appropriateness and amount of
                                    education for management fees, and franchise
                                    fees, as distinguished from a marketing
                                    expense; the concept of return on and return
                                    of investment for furniture, fixtures and
                                    equipment (FF&E), versus a reserve for
                                    replacement; and definition and relationship
                                    between a capitalization and discount rate
                                    used to value property. My expert opinion
                                    was supported by published literature by PKF
                                    Consulting as well as other industry
                                    professionals. Testimony was specifically
                                    geared to support the appraisals and work
                                    product of other consultants and hotel
                                    appraisers used by the attorney in the case.

                                    Lecturer. Guest speaker for the University
                                    of California, Los Angeles extension course
                                    on Real Estate Investment Analysis.
                                    Presentation included the theory and
                                    methodology of hotel valuation, trends in
                                    hotel investment from the debt and equity
                                    perspective, and historical and projected
                                    occupancy and average daily rate performance
                                    of hotels within Los Angeles.

                                    Media Resource. Source of information for
                                    the press and quoted on hotel topics.

                                    RTC REVIEW APPRAISER. Review appraiser for
                                    several Resolution Trust Company (RTC)
                                    contractors managing the assets of failed
                                    savings and loans. Contractors relied on my
                                    opinion of the quality and credibility of
                                    the value conclusion of questionable
                                    appraisals for the purpose of setting a
                                    sales price for disposition.
                                    Responsibilities included reviewing
                                    appraisals and consulting with original
                                    appraisers regarding amending or rejecting
                                    their reports.
<PAGE>

QUALIFICATIONS OF
JEFF LUGOSI
Page 3

AREAS OF EXPERTISE                  In-depth knowledge of appraisal theory using
                                    the cost, sales comparison and income
                                    capitalization approaches to value.
                                    Experience valuing all types of properties
                                    including:

                                    - Hotels, motels, and resorts 
                                    - Restaurants
                                    - Golf courses and clubs
                                    - Gaming hotels
                                    - Office buildings
                                    - Shopping centers and malls
                                    - Warehousing, manufacturing, and
                                        distribution facilities 
                                    - Research and development facilities 
                                    - Health care and retirement 
                                       facilities  
                                    - Subdivisions 
                                    - Apartment and condominiums 
                                    - Special purpose properties 
                                    - Mixed-use developments

                                    Perform valuations for the following
                                    purposes:

                                    - Development
                                    - Acquisition
                                    - Refinancing
                                    - Institutional Portfolios
                                    - Litigation Support
                                    - Tax Appeals
                                    - Bankruptcy/Reorganization
                                    - Partnership Transfers
                                    - Affordable Housing Disposition (RTC)
                                    
                                    Provide value estimates including as-is,
                                    prospective and retrospective market values,
                                    investment value, and going-concern value.

                                    Expertise in valuing different real estate
                                    interests including fee simple, leasehold,
                                    leased fee, undivided interests and equity
                                    memberships. 
<PAGE>

                                QUALIFICATIONS OF
                                  BRUCE BALTIN
                              SENIOR VICE PRESIDENT

PROFESSIONAL HISTORY

Present                             Senior Vice President - PKF Consulting 
                                    Los Angeles Office
               
Prior                               Partner, Pannell Kerr Forster 
                                    Management Advisory Services

                                    Lecturer in Hotel Administration at the
                                    University of Nevada, Las Vegas

                                    Sheraton Corporation - Operations Analyst
                                    and Assistant to the Senior Vice President,
                                    Operations

AREAS OF SPECIAL 
 COMPETENCE                         Economic, financial, and operational
                                    analysis and organizational and general
                                    consulting for the hospitality and related
                                    service industries; economic analysis,
                                    market demand studies and development
                                    consulting for all phases of the real estate
                                    industry; litigation support, general
                                    business planning, and valuation

MAJOR PROJECTS                      o     Asset advisory services relative    
                                          to operations, market position and  
                                          management company issues for       
                                          institutional and other hotel       
                                          owners                              
                                    
                                    o     Market demand analysis, appraisal, 
                                          development consulting for major   
                                          resort hotels in Hawaii,           
                                          California and Arizona             
                                                                             
                                    o     Market demand analysis, appraisal  
                                          and operational consulting for     
                                          numerous major hotel-casinos in    
                                          Las Vegas and Lake Tahoe, Nevada,  
                                          including Caesar's Palace,         
                                          Circus-Circus, Sahara, Alladin,    
                                          and Hyatt at Incline Village      
                                                                             
                                    o     Concept development and market     
                                          demand analysis relative to        
                                          Citywalk retail-entertainment      
                                          complex at Universal City,         
                                          California                         
                                                                             
                                    o     Market feasibility analysis        
                                          relative to Indian gaming          
                                          facilities in California, New      
                                          Mexico and Washington state        
                                                                             
                                    o     Expert testimony relative to       
                                          economic valuations, allocations   
                                          of value and other matters         
                                          pertaining to various resorts,     
                                          hotels and motor hotels            
                                                                             
                                    o     Preparation of financial           
                                          projections utilized by Southern   
                                          California Olympic Organizing      
                                          Committee in support of the        
                                          successful bid for the 1984        
                                          Olympic Games                      
<PAGE>

QUALIFICATIONS OF
BRUCE BALTIN

MAJOR PROJECTS
(CONTINUED)                        

                                    o     Testimony in United States District
                                          Court as to diminution of value and
                                          loss of profits to a class of hotels
                                          and motor hotels
                                    
                                    o     Testimony in United States Tax Court
                                          as to value allocations of hotels
                                    
                                    o     Assistance to court appointed
                                          receivers in establishing plans of
                                          reorganization as a result of
                                          bankruptcy proceedings
                                    
                                    o     Consultation services to private
                                          companies and public entities
                                          relative to the structuring of
                                          leases and management contracts for
                                          hotels and food and beverage
                                          facilities
                                    
                                    o     Management information systems
                                          development and analysis for major
                                          hotel chains, as well as individual
                                          properties
                                    
                                    o     Assisted several country clubs in
                                          converting from non-equity to equity
                                          clubs, including valuations, budgets
                                          and membership organizations
                                    
                                    o     Assisted savings and loan
                                          institution in evaluating potential
                                          workout of a group of 15 apartment
                                          complexes and office buildings
                                    
                                    o     Numerous market demand studies for
                                          existing and proposed hotels and
                                          resorts in the Western United States

                                    o     Market position and operational
                                          study for a ten-restaurant complex
                                    
                                    o     Preparations of cash flow and return
                                          on investment calculations for
                                          proposed, ongoing and distressed
                                          hotels, restaurants, and clubs
                                    
                                    o     Food and beverage, system
                                          implementation, and payroll studies
                                          for hotels, private country clubs,
                                          city clubs, and restaurants in
                                          California, Arizona, and Nevada
                                    
                                    o     Long-term consulting engagements
                                          with several municipalities and
                                          private sector clients to provide
                                          advice on design, financial and
                                          management structure for major
                                          hotels
                                    
                                    o     Market demand analysis and
                                          development consulting relative to a
                                          variety of mixed-use complexes

EDUCATION                           Cornell University, Bachelor of Science in
                                    Hotel Administration

PROFESSIONAL
MEMBERSHIPS                         International Society of Hospitality
                                    Consultants

                                    American Institute of Certified Public
                                      Accountants 

                                    American Hotel-Motel Association

                                    The Travel and Tourism Research Association
<PAGE>

QUALIFICATIONS OF
BRUCE BALTIN

PROFESSIONAL 
QUALIFICATIONS                      Certified Public Accountant in California

PROFESSIONAL ACTIVITIES             Lecturer- University of Nevada, Las Vegas;
                                    California Polytechnic University at Pomona;
                                    Los Angeles Valley Junior College; and
                                    University of California of Los Angeles
                                    Extension Division

                                    Various other speaking engagements relating
                                    to all phases of the hospitality industry

                                    Member of the Chairman's Economic Advisory
                                    Council of the Los Angeles Chamber of
                                    Commerce

                                    Formerly, Member of the Forecasts and
                                    Projections Task Force and Management
                                    Advisory Services Executive Committee of the
                                    American Institute of Certified Public
                                    Accountants
<PAGE>

                               QUALIFICATIONS OF
                                 RICK FROHLICH
                                   CONSULTANT

PROFESSIONAL HISTORY
1994-1996                           Various Department Managers 
                                    Shutters on the Beach Hotel 
                                    Santa Monica, California

1996-Present 1988                   Consultant                
                                    PKF Consulting            
                                    Los Angeles, California   
                                    

                                    Experienced in appraising hotels, marinas,
                                    and office buildings.

                                    Worked with numerous hotel developers/owners
                                    on market demand, market positioning,
                                    feasibility, and operational analysis
                                    studies.

                                    Researched and produced tourism and revenue
                                    enhancement reports.

                                    Offered asset advisory services relative to
                                    operations, market position and facility
                                    programming for hotel owners and developers
                                    in California, Colorado, and Texas.

                                    Prepared proformas and return on investment
                                    analysis for proposed and existing hotels.

                                    Conducted long-term project with the Los
                                    Angeles Convention & Visitors Bureau
                                    analyzing the impact of citywide conventions
                                    on the city's revenue base.

EDUCATION                           University of Denver, Graduate School of
                                    Business 
                                    Masters of Science Domestic and
                                    International Tourism 
                                    Denver, Colorado

                                    o Graduate Courses:

                                    - High Performance Management 
                                    - Research Methods 
                                    - Dimensions of Tourism 
                                    - Services Management 
                                    - Tour. Planning & Development 
                                    - Marketing Tourist Destinations 
                                    - Real Estate Finance 
                                    - Designing Strategic Methods 
                                    - Geography of Tourism 
                                    - Global Perspectives 
                                    - Value in Action 
                                    - Operations Management

                                    Ohio University
                                    Bachelors of Science in Recreational 
                                      Management
                                    Athens, Ohio

PROFESSIONAL AFFILIATIONS           Affiliate Member, Appraisal Institute (No.
                                    273585432) 

                                    Travel & Tourism Marketing Association
<PAGE>

                                   ADDENDUM D

                 PKF CONSULTING'S HOSPITALITY INVESTMENT SURVEY
<PAGE>

                          HOSPITALITY INVESTMENT SURVEY
                                                                      ----------
                                                                          PKF
                                                                      CONSULTING
                                                                      ----------

A PERIODIC PROFESSIONAL PUBLICATION  VOLUME TEN, ISSUE ONE  SECOND QUARTER 1997 
                                                                             $75

                  Optimism Continues to Drive Hotel Investment
- --------------------------------------------------------------------------------

The optimistic attitude driving hotel investment continued in 1996 and is
expected to remain through 1997. Investors are purchasing hotels at continually
rising prices, still confident of continuing upside potential in the
marketplace. It is estimated that the average price paid for a hotel in 1997
will approximate 91.3 of replacement cost in 1997. This contrasts to the 47.4
percent mark recorded in 1991, at the depth of the nation's economic and lodging
recession.

Projected growth in operating profits continues to attract investors to spend
their money on lodging. Despite the first signs of overdevelopment and
projections of declining occupancy in several markets, a healthy economy and
improvements in operating efficiency lead most analysts and investors to believe
that hotel profitability should continue to improve through the year 2000. The
1997 edition of PKF Consulting's Hospitality Investment Survey found that hotel
investors are projecting revenues to grow annually at 3.9 percent, while expense
growth will be limited to 3.4 percent. The end result is a projected annual
growth rate of 7.3 percent for hotel net operating incomes.

So Many People Can't Be Wrong

Further indication of the interest in hotel investment is the response to this
year's Hospitality investment Survey (HIS). The 1997 edition of HIS reports the
average investment criteria used by 141 companies involved in over 1,500 hotel
related transactions in 1996. This is by far the largest interest we have seen
in hotel investment since our first survey in 1984. It should also be noted that
82.3 percent of our survey respondents plan to purchase and/or sell one or more
hotels in 1997, further indication that the amount of investment dollars flowing
into the hospitality industry has yet to subside.

Few Changes In Investment Criteria

Hotel investors' outlook on values and return on investment have changed little
since the optimistic attitudes adopted in 1994. Capitalization rates continue to
hover around the 11 percent mark, while the desired return on investment dropped
slightly to 14.1 percent. With hotel investors fairly sure that their future
return on investment can be derived from improved profitability, they are
willing to pay higher prices and accept less of a percentage return in exchange
for less perceived risk.

Among the different property types, investors appear to be most bullish
regarding the future prospects for resort properties. Due to the scarcity of
resort properties for sale, combined with the positive future projections of
market performance for this segment, transactions involving resorts showed the
lowest capitalization rate (10.4 percent) and internal rate of return (13.4
percent). At the other end of the spectrum, limited-service hotels are being
purchased at the highest rate of capitalization (11.7 percent) and desired rate
of return (14.7 percent). In several markets, the relative cost of construction
and market support favors building a new limited-service hotel as opposed to
purchasing an existing property.

Traditional Lenders Return

Responding to the increase in hotel investment activity, traditional sources of
financing have re-entered the hotel lending arena to get

Continued on page 2

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

                                    Table 1

Investment Criteria       1996    1995    1994    1992    1990    1988    1986 
- --------------------------------------------------------------------------------

Overall Cap Rate         11.10%  11.04%  11.20%  11.90%  10.20%  11.10%  10.90%

Discount Rate            14.10%  14.57%  14.70%  16.00%  15.00%  14.60%  13.80%

Holding Period (Years)    6.70    6.27    7.10    8.40    9.60    8.80    9.30

Debt Coverage Ratio       1.40    1.38    1.40    1.60    1.30    1.30    1.30

Income Growth Rate        4.00%   3.89%   3.90%   3.80%   4.80%   4.40%   4.00%

Expense Growth Rate       3.30%   3.44%   3.70%   3.60%   4.70%   4.30%   4.30%

Interest Rate             9.10%   9.59%   9.90%   8.90%  11.50%  11.60%  10.10%

Loan To Value Ratio      69.70%  69.12%  68.00%  67.40%  69.00%  73.60%  72.50%

Source: PKF Consulting

- --------------------------------------------------------------------------------
<PAGE>

                HOSPITALITY INVESTMENT SURVEY -- PKF CONSULTING
- --------------------------------------------------------------------------------

Continued from front page

a piece of the action. Sixty-eight percent of HIS respondents reported that
their bank contributed in some part to the financing of their hotel deals in
1996, up from 58 percent in 1995 and 31 percent in 1994. Other sources, such as
investment banks, SBA loans, mortgage funds, conduits, and private equity were
identified as the second most prominent source of financing. This increase in
the availability of financing sources has lessened the need for seller
financing, which declined from 24 percent in 1995 to 16 percent in 1996.

The financing criteria required by lenders also changed little from 1995 to
1996. Debt coverage ratio stayed constant at 1.4, while the loan-to-value ratio
continues to range from 68 to 70 percent for all product types. Indicative of
the increased competition among lenders to become involved in hotel
transactions, the average interest rate for a hotel loan dropped slightly from
9.6 percent in 1995 to 9.1 percent in 1996.

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

                 Table 2
     PROFILE OF TRANSACTIONS SURVEYED

Location              Number      Percent
Northeast               227        14.7%
Southeast               298        19.2%
Midwest                 298        19.2%
Northwest                83         5.3%
Southwest               253        16.3%
West                    272        17.6%
Caribbean                12         0.8%
Mexico                    2         0.2%
Other                   104         6.7%
- ----------------------------------------
   Total              1,549       100.0%

Type of Transaction
Non-R.E.O.               83         5.4%
R.E.O.                1,466        94.6%
- ----------------------------------------
                      1,549       100.0%

Respondent Involvement
Purchased               351        22.7%
Sold                    341        22.0%
Put Under Contract      349        22.5%
Financed                508        32.8%
- ----------------------------------------
                      1,549       100.0%

        Source: PKF Consulting

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

                    ----------------------------------------
                                  TRENDS VALUE
                          1996 Constant Dollars Indexed

                              [Line graph omitted]

                    Source: PKF Consulting
                    ----------------------------------------

Show Me The Current Money

Somewhat contrary to the expectations of future profit growth are the valuation
techniques investors use to help determine the purchase price. As in our 1996
study, a direct capitalization of the property's net income is thought to be the
best method to determine the value of a hotel. However, the technique of
determining value by discounting the projected future cash flows of the property
dropped from the second most preferred practice to the fourth. In addition, our
study indicates that a direct capitalization of the existing year's cash flow
has been used more often than capitalizing the cash flow projected for the
following year.

Existing year data is often thought to be a base from which to determine a
minimum value for a property in the rising market. By preferring to capitalize
existing year data, despite predictions of rising profits, today's buyer might
just be responding to the fact that 1995 and 1996 were years of record profit
performance in the hotel industry. In other words, 1995 and 1996 performance
levels are more predictive of future stabilized performance than existing year
performance levels were during the depths of the recession.

Time To Analyze Your Investment Options

In an effort to see how this favorable financial outlook impacts the investment
community, we have analyzed valuation information from our various databases.
Using data from PKF Consulting's Trends In The Hotel Industry and Hospitality
Investment Survey, we have calculated a "Trends Value" for the typical hotel
participating in our surveys. The Trends Value, calculated on a per available
room basis, takes into account such factors as the prevailing operating profits,
capital reserve requirements, and capitalization rates for each of the years
under study. This calculation was made for full-service, limited-service, and
resort hotels. It is important to note that this Trends Value does not reflect
the actual sales prices for properties bought or sold in any given year.

Driven by the expected growth in profits, it is projected that by 1997, the
Trends Value (in 1996 constant dollars) of the "typical" hotel will have
improved nearly 75 percent from the depths of the early 1990s recession. The
value improvement of limited-service hotels occurred earlier in the recovery
process, but is expected to taper off somewhat in the future, as market condi-


                                       2
<PAGE>

                HOSPITALITY INVESTMENT SURVEY -- PKF CONSULTING
- --------------------------------------------------------------------------------

tions temper the profit performance of this segment. On the other hand,
full-service hotels took a little longer to recover their value, yet show the
greatest potential for value improvement in the future. Resort hotels, driven by
the combination of lower capitalization rates and relative lagging improvement
in profitability, have shown the least resiliency in value recovery.

Why Sell Now?

With hotel profits on the rise, why would hotel owners consider selling their
property at this time? Market experience and projections say that selling now
would cut an owner short of enjoying up to four years (depending upon where the
property is located) of rising profits and the corresponding rise in the value
of the hotel.

Obviously, the proper time to sell any individual hotel is dependent upon issues
unique to that particular asset. Local market conditions, the physical condition
of the property, and the financial motivations of the owner are just some of the
factors which need to be analyzed before one can properly judge whether or not
it is time to sell. However, when you look at the overall state of the current
U.S. hotel industry, more than a few compelling reasons can be made for the
consideration of selling your hotel now. The following paragraphs summarize some
of the reasons why selling your hotel in 1997 might be a prudent move.

- --------------------------------------------------------------------------------
                              COMPARATIVE ANALYSIS
                       Value Per Room vs Replacement Cost

                              [Bar graph omitted]

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

- --------------------------------------------------------------------------------
                                     Table 3
                          CLASSIFICATON OF CONTRIBUTORS

Contributor                      Number        Percent
Owner/Operator                     55           39.0%
Other (Broker/RE Advisor)          24           17.0%
Management Company                 22           15.6%
Hotel Chain                        15           10.6%
Private Investor                   13            9.2%
Developer                           6            4.3%
Life Insurance                      3            2.1%
Pension Funds                       2            1.4%
Commercial Bank                     1            0.7%
- -----------------------------------------------------
 Total                            141          100.0%

Who Provides Financing?
Bank                                            42.9%
Other Source**                                  22.3%
Insurance Company                               15.2%
Seller                                           9.8%
Pension Fund                                     6.7%
Saving & Loan                                    3.1%

Notes:  * =  Many respondents noted multiple sources.
       ** =  Other sources included investment banks, SBA Loans, mortgage funds,
             conduits, and private equity.

                             Source: PKF Consulting
- --------------------------------------------------------------------------------

Deal From A Position Of Strength

There are several conditions in place now that give the seller leverage over the
buyer in the negotiation process. First of all, hotels are a desired asset.
Given all the news of improved market and financial performance, hotels are one
of the most sought-after forms of real estate for investors. This is most
evident on Wall Street, where hospitality related REITs, investment funds, and
C-Corporations all need to put their funds to use and are fighting each other to
find investment opportunities. Given the recent fluctuations Wall Street, hotel
owners should closely monitor the Dow Jones Index. Any large drops in the Dow
could forewarn a lessening of hotel acquisition activity, thus indicating a need
to sell your property.

Leaving Some Crumbs

Professionals realize that successful transactions are the result of balanced
negotiations and a "meeting of the minds." While a hotel owner desires to
maximize the price paid for his hotel, the buyer comes to the table looking for
a price that leaves room for asset appreciation. As mentioned earlier, the hotel
industry is expected to experience continued growth in profitability for the
next few years. This leaves credible prospects for future return on investment
for a potential hotel investor. If hotel owners wait until hotel profitability
has peaked out, nothing will be left on the table for potential buyers.

Continued on page 4


                                       3
<PAGE>

                HOSPITALITY INVESTMENT SURVEY -- PKF CONSULTING

Continued from page 3

More Builders Than Buyers

Another effect of improving profitability within the hotel industry is that,
eventually, it will cost just as much to buy a hotel as it will to build one.
Again, comparing the average Trends Value of the typical hotel in our survey and
the cost to construct a similar property, we find that the gap is narrowing. On
average, the typical hotel in our study was valued at 47.7 percent of its
replacement cost in 1991. This ratio is projected to grow to 91.3 percent by
year-end 1997.

With the value of the average hotel nearing its replacement costs, the time is
approaching when hotel investors will find themselves better off building a new
property than investing in an existing one. This narrowing of the gap between
purchase price and replacement cost negatively impacts the potential hotel
seller in two ways. First, it further shrinks the field of hotel purchasers,
many of whom will transform themselves into developers. Secondly, the new hotels
that will be built could have a negative impact on the future market performance
of the existing hotel, thus lowering its attractiveness.

Altering Your Investment Strategy

Prudent investors enter a transaction having already developed a proper exit
strategy. We believe now is a good time to start reviewing your disposition
strategy. What were your goals when you purchased your hotel, and have they been
met? Measured in stated-year dollars, Trends Values are double what they were in
1990, and almost 50 percent greater than 1994. These rates of return should meet
the return requirements of most investors.

Exiting hotel ownership does not necessarily mean that you can't continue to
ride the anticipated rise in hotel performance. For example, many sellers will
take the proceeds from the sale of their hotel properties and purchase shares of
a REIT, a publicly-traded hotel company, or an Investment Fund. Such action
makes the "ex" owner's real estate investment more liquid, while allowing him to
benefit from any future rise in hotel profitability and values.

- --------------------------------------------------------------------------------
                                     Table 4
                               INVESTMENT CRITERIA

Capitalization Rates        Average       High         Low  
Full-Service                 10.9%        15.0%        8.3% 
Limited-Service              11.7%        16.0%        9.0% 
Resort                       10.4%        13.5%        5.0% 
- ------------------------------------------------------------
 All Properties              11.1%                     
                                                  
Internal Rate of Return/
 Discount Rate
Full-Service                 13.9%        18.0%       11.3%
Limited-Service              14.7%        19.0%       12.4%
Resort                       13.4%        16.5%       10.0%
- ------------------------------------------------------------
 All Properties              14.1%

Equity Yield
Full-Service                 18.4%        25.0%       11.5%
Limited-Service              18.7%        30.0%       10.5%
Resort                       17.8%        25.0%        9.0%
- ------------------------------------------------------------
 All Properties              18.4%

Cash on Cash
Full-Service                 14.4%        25.0%        8.0%
Limited-Service              16.2%        25.0%        8.0%
Resort                       14.5%        25.0%        8.0%
- ------------------------------------------------------------
 All Properties              15.2%

Holding Period (Years)
Full-Service                  7.1         30.0         3.0
Limited-Service               6.0         10.0         2.5
Resort                        7.0         10.0         3.0
- ------------------------------------------------------------
 All Properties               6.7

Room Revenue Multiplier
Full-Service                  2.5          3.5         2.0
Limited-Service               2.8          4.0         2.0
Resort                        2.6          3.0         2.2
- ------------------------------------------------------------
 All Properties               2.7

Total Revenue Multiplier
Full-Service                  2.1          2.5         1.7
Limited-Service               3.1          4.0         2.5
Resort                        2.5          2.5         2.5
- ------------------------------------------------------------
 All Properties               2.5

Marketing Period (Months)
Full-Service                  7.7         24.0         3.5
Limited-Service               6.4         12.0         3.0
Resort                        7.7         12.0         5.0
- ------------------------------------------------------------
 All Properties               7.2

                             Source: PKF Consulting
- --------------------------------------------------------------------------------

How To Exit Gracefully

For hotel sellers, the use of a professional transaction advisor who can
properly represent your hotel is a must in today's marketplace. It is important
to make sure your transaction advisor is both credible and qualified to make the
case to a prospective buyer that an upside still exists for the hotel asset.
Selling a hotel in today's hotel market environment demands more than pretty
pictures and multiple listings. It requires an experienced and knowledgeable
transaction advisor who can relate to the investment strategies of potential
purchasers, while at the same time representing the best interests of the
seller.

Why Buy Now?

If the current hospitality cycle appears to be reaching its peak, why should
someone consider investing in the hotel industry at this time? The following
paragraphs summarize some of the reasons why investing in a hotel might be a
prudent move in 1997.

Upscale Plus Urban Equals Opportunity

Despite high occupancies and double-digit growth in room rates, the financial
feasibility of constructing a new full-service hotel in an urban market is slim.
Lack of available land, high labor costs, and hefty municipal charges often push
the development budget beyond breakeven. Given these economics, plus the fact
that a new full-service


                                       4
<PAGE>

                    HOSPITALITY INVESTMENT -- PKF CONSULTING

- --------------------------------------------------------------------------------
                                     Table 5
                                 MORTGAGE TERMS

Loan to Value Ratio          Average       High        Low
Full-Service                 69.1%        92.5%       45.0%
Limited-Service              71.0%        92.5%       55.0%
Resort                       68.7%        85.0%       55.0%
- -----------------------------------------------------------
 All Properties              69.8%

Interest Rates
Full-Service                  9.0%        11.0%        3.3%
Limited-Service               9.0%        11.0%        3.3%
Resort                        9.3%        11.3%        8.3%
- -----------------------------------------------------------
 All Properties               9.1%

Amortization Period (Years)
Full-Service                 22.2         30.0        12.0
Limited-Service              21.6         30.0        10.0
Resort                       22.0         30.0        15.0
- -----------------------------------------------------------
 All Properties              21.9

Loan Term (Years)
Full-Service                  8.3         22.5         0.0
Limited-Service               8.3         22.5         3.0
Resort                        7.6         15.0         5.0
- -----------------------------------------------------------
 All Properties               8.2

Debt Coverage Ratio
Full-Service                  1.4          2.3         1.2
Limited-Service               1.4          1.7         1.2
Resort                        1.4          2.0         1.2
- -----------------------------------------------------------
 All Properties               1.4

                             Source: PKF Consulting
- --------------------------------------------------------------------------------

urban project would take at least three years to open, it is pretty safe to
assume that there will be few new competitors entering the upscale urban markets
through the year 2000. If an investor can find an urban hotel for sale (or
potentially an alternative-use building adaptable for conversion) he can be
relatively assured of an extremely favorable market and profitable operating
conditions for the next few years.

Disciplined Lenders

Aggressive and undisciplined Saving and Loans contributed to the overdevelopment
that occurred in the 1980s. ln today's lending circles, it is difficult to find
traditional institutions or lending sources that have not implemented strict
lending criteria for all real estate loans. While the lending community has had
its share of cyclical lapses in discipline, the current conservative bent
appears to be fairly well entrenched, thus putting a cap on the availability of
funds for new development. As it has been the case since 1990, the lack of
available financing will limit the amount of new hotel construction activity,
thus preserving the current mature period in the cycle and lessening the depth
of the next recession.

Few False Incentives

Another factor contributing to the funding of hotel projects in the 1980s were
tax laws that provided developers with artificial incentives to build. In
general, tax benefits helped the financial feasibility of projects that were not
market-justified. The result was a glut of hotels that improved the immediate
cash flows of the investors, while not serving any market need. Today's tax code
provides little relief or loopholes for investors looking for deductible losses
and tax shelters. In other words, the direct financial feasibility of the
project must provide the return on investment. This is one more factor adding to
the prospect for future stability in the market.

Some Bargains Still Exist

While the overall purchase price for all hotels is projected to exceed 90
percent of replacement cost, some properties in select markets are still selling
below 75 percent of replacement cost. These properties tend to be full-service,
or may have a large amount of deferred maintenance or market obsolescence
attached to them. Nonetheless, for the hotel investor who has the resources to
turn a property around, a well located property currently in distress may be a
candidate for refurbishment and may well enjoy favorable market conditions for
the foreseeable future.

                    -------------------------------------
                                   Table 6
                        VALUATION TECHNIQUE PREFERENCE
                    
                     Technique                      Rank*
                    
                     Direct Capitilization           2.1
                    
                     Other                           2.2
                    
                     Cash on Cash                    2.4
                    
                     Discount Cash Flow              2.9
                    
                     Equity Yield                    3.0
                    
                     Percentage of Replacement       4.1
                    
                     Multiple of Room Revenue        5.0
                    
                     Multiple of Gross Revenue       5.7
                    
                     Note:*  1 = Most Important 
                             8 = Least Important
                    
                          Source: PKF Consulting
                    -------------------------------------

Representation

For some hotel companies, the need to have representation in specific markets or
to gain critical mass when building a

Continued on back page

- --------------------------------------------------------------------------------
                                     Table 7
                              CASH FLOW PROJECTIONS

Growth Rates                               Annual Growth Rate
Revenues                                                 4.0% 
Expenses                                                 3.3% 
Net Operating Income                                     7.3% 
                                                    
Reserve for Replacement Method                      
                                                      Average    
Percent of Gross Revenue                                3.97%  
Percent of F.F. &E.                                     7.58%

                             Source: PKF Consulting
- --------------------------------------------------------------------------------


                                       5
<PAGE>

                HOSPITALITY INVESTMENT SURVEY -- PKF CONSULTING
- --------------------------------------------------------------------------------

Continued from page 5

chain, forces them to purchase or construct properties even though the economics
may not be favorable. This is especially true for international chains needing
properties in gateway cities and for all-suite chains looking to convert a
limited amount of all-suite hotel inventory.

Be Careful Out There, It's Diverse

Overall, PKF Consulting shares the optimism shown by most hotel investors.
However, we do recognize that each transaction needs to be evaluated on its own
merits. Today's operating and investment markets vary greatly from product type
to product type, and region to region. To give a blanket endorsement to all
hotel investment opportunities is absurd. The decision to buy, sell, build,
lend, or invest is complex. It is driven by objective criteria like market
support, physical condition of the property, and land availability, as well as
subjective criteria like relative risk, desired returns, and
development/management objectives. A potential hotel investor shouldn't be drawn
into the industry simply to ride an overall wave of enthusiasm. On the other
hand, a prudent investor would be wise to continue to search the hotel landscape
and take advantage of those great deals and opportunities that remain.

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

Recent Publications Available from PKF Consulting 

1996 Annual Trends in the Hotel Industry -- USA. 

1997 Annual Trends in the Hotel Industry -- USA.
     (Available Autumn 1997.)

Quarterly Trends in the Hotel Industry.

Monthly Trends in the Hotel Industry.
     (Available for each of more than 50 U.S. cities and regions.)

1996 Annual Trends in the Hotel Industry -- Asia/Pacific Edition.

Annual Hospitality Investment Survey.

The Conference Center Industry: A Statistical and Financial Profile --
     North America 1996.
     (1996 edition available now. 1997 edition available in July.)

1996 Biennial Bed-and-Breakfast/Country Inns Industry Study.
     (Available July 1997 through the Professional Association of 
     Innkeepers International 805/569-1853.)

Hotel Development Handbook.
     (Available through the Urban Land Institute 202/624-7000.)

1996 Human Resources Survey: Study of Diversity, Recruitment, and 
Reward Systems for Employees in the U.S. Hotel Industry. 

Annual Trends in the Hotel Industry -- Canadian Edition.
     (Contact 416/360-5000.)

For Hotel Industry Trends information for Europe, the U.K., Africa,
and the Middle East, contact Pannell Kerr Forster Associates in
London at 0171-831-7393.

For further information and prices, contact the PKF Consulting Research
Department at (415) 421-5378.

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

================================================================================
WANT TO TAKE PART IN OUR NEXT INVESTMENT SURVEY?

New participants in Hospitality Investment Survey are always welcome. If you are
a hotel investor, lender, or otherwise involved in the transaction end of the
industry, please contact us. We'll send you a survey form. All survey data is
kept strictly confidential. Inquiries may be directed to any PKF Consulting
office or to the editor. And all participants get their copy free of charge.
================================================================================

     For PKF Consulting Real Estate Services in your region, please contact:

New York              Philadelphia              Houston                
John A. Fox           Lawrence E. Henry, MAI    John A. Keeling        
(212) 867-8000        (215) 563-5300            Florida T. Booth, MAI  
                                                (713) 621-5252         
Los Angeles           Atlanta                                          
Jeffry Lugosi, MAI    Mark Woodwortli                                  
(213) 680-0900        (404) 842-1150                                   
                                             
Boston                San Francisco                   
Thomas A. Ellsworth   Thomas E. Callahan, CRE, MAI    
(508)768-7000         Kiyoshi Sekine                  
                      Dan Lem                         
Washington, DC        Doris Tan                       
Walter C. Williams    (415) 421-5378                  
(703) 684-5589

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

Hospitality Investment Survey is compiled and produced by PKF Consulting.
Readers are advised that PKF Consulting does not represent the data contained
herein to be definitive. Neither should the contents of this publication be
construed as a recommendation on policies or actions. Quotations or
reproduction, in whole or in part, are permitted with credit to PKF Consulting.
Please address inquiries to the Editor, Hospitality Investment Survey, 425
California Street, Suite 1650, San Francisco, CA 94104. Phone: (415) 421-5378.
Price $75.00.
                                                                      ----------
                                                                         PKF
                                                                      CONSULTING
                                                                      ----------
- --------------------------------------------------------------------------------
<PAGE>

                          HOSPITALITY INVESTMENT SURVEY
                                                                      ----------
                                                                          PKF
                                                                      CONSULTING
                                                                      ----------

A PERIODIC PROFESSIONAL PUBLICATION  VOLUME TEN, ISSUE ONE  SECOND QUARTER 1997 
                                                                             $75

                  Optimism Continues to Drive Hotel Investment
- --------------------------------------------------------------------------------

The optimistic attitude driving hotel investment continued in 1996 and is
expected to remain through 1997. Investors are purchasing hotels at continually
rising prices, still confident of continuing upside potential in the
marketplace. It is estimated that the average price paid for a hotel in 1997
will approximate 91.3 of replacement cost in 1997. This contrasts to the 47.4
percent mark recorded in 1991, at the depth of the nation's economic and lodging
recession.

Projected growth in operating profits continues to attract investors to spend
their money on lodging. Despite the first signs of overdevelopment and
projections of declining occupancy in several markets, a healthy economy and
improvements in operating efficiency lead most analysts and investors to believe
that hotel profitability should continue to improve through the year 2000. The
1997 edition of PKF Consulting's Hospitality Investment Survey found that hotel
investors are projecting revenues to grow annually at 3.9 percent, while expense
growth will be limited to 3.4 percent. The end result is a projected annual
growth rate of 7.3 percent for hotel net operating incomes.

So Many People Can't Be Wrong

Further indication of the interest in hotel investment is the response to this
year's Hospitality investment Survey (HIS). The 1997 edition of HIS reports the
average investment criteria used by 141 companies involved in over 1,500 hotel
related transactions in 1996. This is by far the largest interest we have seen
in hotel investment since our first survey in 1984. It should also be noted that
82.3 percent of our survey respondents plan to purchase and/or sell one or more
hotels in 1997, further indication that the amount of investment dollars flowing
into the hospitality industry has yet to subside.

Few Changes In Investment Criteria

Hotel investors' outlook on values and return on investment have changed little
since the optimistic attitudes adopted in 1994. Capitalization rates continue to
hover around the 11 percent mark, while the desired return on investment dropped
slightly to 14.1 percent. With hotel investors fairly sure that their future
return on investment can be derived from improved profitability, they are
willing to pay higher prices and accept less of a percentage return in exchange
for less perceived risk.

Among the different property types, investors appear to be most bullish
regarding the future prospects for resort properties. Due to the scarcity of
resort properties for sale, combined with the positive future projections of
market performance for this segment, transactions involving resorts showed the
lowest capitalization rate (10.4 percent) and internal rate of return (13.4
percent). At the other end of the spectrum, limited-service hotels are being
purchased at the highest rate of capitalization (11.7 percent) and desired rate
of return (14.7 percent). In several markets, the relative cost of construction
and market support favors building a new limited-service hotel as opposed to
purchasing an existing property.

Traditional Lenders Return

Responding to the increase in hotel investment activity, traditional sources of
financing have re-entered the hotel lending arena to get

Continued on page 2

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

                                    Table 1

Investment Criteria       1996    1995    1994    1992    1990    1988    1986 
- --------------------------------------------------------------------------------

Overall Cap Rate         11.10%  11.04%  11.20%  11.90%  10.20%  11.10%  10.90%

Discount Rate            14.10%  14.57%  14.70%  16.00%  15.00%  14.60%  13.80%

Holding Period (Years)    6.70    6.27    7.10    8.40    9.60    8.80    9.30

Debt Coverage Ratio       1.40    1.38    1.40    1.60    1.30    1.30    1.30

Income Growth Rate        4.00%   3.89%   3.90%   3.80%   4.80%   4.40%   4.00%

Expense Growth Rate       3.30%   3.44%   3.70%   3.60%   4.70%   4.30%   4.30%

Interest Rate             9.10%   9.59%   9.90%   8.90%  11.50%  11.60%  10.10%

Loan To Value Ratio      69.70%  69.12%  68.00%  67.40%  69.00%  73.60%  72.50%

Source: PKF Consulting

- --------------------------------------------------------------------------------
<PAGE>

                HOSPITALITY INVESTMENT SURVEY -- PKF CONSULTING
- --------------------------------------------------------------------------------

Continued from front page

a piece of the action. Sixty-eight percent of HIS respondents reported that
their bank contributed in some part to the financing of their hotel deals in
1996, up from 58 percent in 1995 and 31 percent in 1994. Other sources, such as
investment banks, SBA loans, mortgage funds, conduits, and private equity were
identified as the second most prominent source of financing. This increase in
the availability of financing sources has lessened the need for seller
financing, which declined from 24 percent in 1995 to 16 percent in 1996.

The financing criteria required by lenders also changed little from 1995 to
1996. Debt coverage ratio stayed constant at 1.4, while the loan-to-value ratio
continues to range from 68 to 70 percent for all product types. Indicative of
the increased competition among lenders to become involved in hotel
transactions, the average interest rate for a hotel loan dropped slightly from
9.6 percent in 1995 to 9.1 percent in 1996.

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

                 Table 2
     PROFILE OF TRANSACTIONS SURVEYED

Location              Number      Percent
Northeast               227        14.7%
Southeast               298        19.2%
Midwest                 298        19.2%
Northwest                83         5.3%
Southwest               253        16.3%
West                    272        17.6%
Caribbean                12         0.8%
Mexico                    2         0.2%
Other                   104         6.7%
- ----------------------------------------
   Total              1,549       100.0%

Type of Transaction
Non-R.E.O.               83         5.4%
R.E.O.                1,466        94.6%
- ----------------------------------------
                      1,549       100.0%

Respondent Involvement
Purchased               351        22.7%
Sold                    341        22.0%
Put Under Contract      349        22.5%
Financed                508        32.8%
- ----------------------------------------
                      1,549       100.0%

        Source: PKF Consulting

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

                    ----------------------------------------
                                  TRENDS VALUE
                          1996 Constant Dollars Indexed

                              [Line graph omitted]

                    Source: PKF Consulting
                    ----------------------------------------

Show Me The Current Money

Somewhat contrary to the expectations of future profit growth are the valuation
techniques investors use to help determine the purchase price. As in our 1996
study, a direct capitalization of the property's net income is thought to be the
best method to determine the value of a hotel. However, the technique of
determining value by discounting the projected future cash flows of the property
dropped from the second most preferred practice to the fourth. In addition, our
study indicates that a direct capitalization of the existing year's cash flow
has been used more often than capitalizing the cash flow projected for the
following year.

Existing year data is often thought to be a base from which to determine a
minimum value for a property in the rising market. By preferring to capitalize
existing year data, despite predictions of rising profits, today's buyer might
just be responding to the fact that 1995 and 1996 were years of record profit
performance in the hotel industry. In other words, 1995 and 1996 performance
levels are more predictive of future stabilized performance than existing year
performance levels were during the depths of the recession.

Time To Analyze Your Investment Options

In an effort to see how this favorable financial outlook impacts the investment
community, we have analyzed valuation information from our various databases.
Using data from PKF Consulting's Trends In The Hotel Industry and Hospitality
Investment Survey, we have calculated a "Trends Value" for the typical hotel
participating in our surveys. The Trends Value, calculated on a per available
room basis, takes into account such factors as the prevailing operating profits,
capital reserve requirements, and capitalization rates for each of the years
under study. This calculation was made for full-service, limited-service, and
resort hotels. It is important to note that this Trends Value does not reflect
the actual sales prices for properties bought or sold in any given year.

Driven by the expected growth in profits, it is projected that by 1997, the
Trends Value (in 1996 constant dollars) of the "typical" hotel will have
improved nearly 75 percent from the depths of the early 1990s recession. The
value improvement of limited-service hotels occurred earlier in the recovery
process, but is expected to taper off somewhat in the future, as market condi-


                                       2
<PAGE>

                HOSPITALITY INVESTMENT SURVEY -- PKF CONSULTING
- --------------------------------------------------------------------------------

tions temper the profit performance of this segment. On the other hand,
full-service hotels took a little longer to recover their value, yet show the
greatest potential for value improvement in the future. Resort hotels, driven by
the combination of lower capitalization rates and relative lagging improvement
in profitability, have shown the least resiliency in value recovery.

Why Sell Now?

With hotel profits on the rise, why would hotel owners consider selling their
property at this time? Market experience and projections say that selling now
would cut an owner short of enjoying up to four years (depending upon where the
property is located) of rising profits and the corresponding rise in the value
of the hotel.

Obviously, the proper time to sell any individual hotel is dependent upon issues
unique to that particular asset. Local market conditions, the physical condition
of the property, and the financial motivations of the owner are just some of the
factors which need to be analyzed before one can properly judge whether or not
it is time to sell. However, when you look at the overall state of the current
U.S. hotel industry, more than a few compelling reasons can be made for the
consideration of selling your hotel now. The following paragraphs summarize some
of the reasons why selling your hotel in 1997 might be a prudent move.

- --------------------------------------------------------------------------------
                              COMPARATIVE ANALYSIS
                       Value Per Room vs Replacement Cost

                              [Bar graph omitted]

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

- --------------------------------------------------------------------------------
                                     Table 3
                          CLASSIFICATON OF CONTRIBUTORS

Contributor                      Number        Percent
Owner/Operator                     55           39.0%
Other (Broker/RE Advisor)          24           17.0%
Management Company                 22           15.6%
Hotel Chain                        15           10.6%
Private Investor                   13            9.2%
Developer                           6            4.3%
Life Insurance                      3            2.1%
Pension Funds                       2            1.4%
Commercial Bank                     1            0.7%
- -----------------------------------------------------
 Total                            141          100.0%

Who Provides Financing?
Bank                                            42.9%
Other Source**                                  22.3%
Insurance Company                               15.2%
Seller                                           9.8%
Pension Fund                                     6.7%
Saving & Loan                                    3.1%

Notes:  * =  Many respondents noted multiple sources.
       ** =  Other sources included investment banks, SBA Loans, mortgage funds,
             conduits, and private equity.

                             Source: PKF Consulting
- --------------------------------------------------------------------------------

Deal From A Position Of Strength

There are several conditions in place now that give the seller leverage over the
buyer in the negotiation process. First of all, hotels are a desired asset.
Given all the news of improved market and financial performance, hotels are one
of the most sought-after forms of real estate for investors. This is most
evident on Wall Street, where hospitality related REITs, investment funds, and
C-Corporations all need to put their funds to use and are fighting each other to
find investment opportunities. Given the recent fluctuations Wall Street, hotel
owners should closely monitor the Dow Jones Index. Any large drops in the Dow
could forewarn a lessening of hotel acquisition activity, thus indicating a need
to sell your property.

Leaving Some Crumbs

Professionals realize that successful transactions are the result of balanced
negotiations and a "meeting of the minds." While a hotel owner desires to
maximize the price paid for his hotel, the buyer comes to the table looking for
a price that leaves room for asset appreciation. As mentioned earlier, the hotel
industry is expected to experience continued growth in profitability for the
next few years. This leaves credible prospects for future return on investment
for a potential hotel investor. If hotel owners wait until hotel profitability
has peaked out, nothing will be left on the table for potential buyers.

Continued on page 4


                                       3
<PAGE>

                HOSPITALITY INVESTMENT SURVEY -- PKF CONSULTING

Continued from page 3

More Builders Than Buyers

Another effect of improving profitability within the hotel industry is that,
eventually, it will cost just as much to buy a hotel as it will to build one.
Again, comparing the average Trends Value of the typical hotel in our survey and
the cost to construct a similar property, we find that the gap is narrowing. On
average, the typical hotel in our study was valued at 47.7 percent of its
replacement cost in 1991. This ratio is projected to grow to 91.3 percent by
year-end 1997.

With the value of the average hotel nearing its replacement costs, the time is
approaching when hotel investors will find themselves better off building a new
property than investing in an existing one. This narrowing of the gap between
purchase price and replacement cost negatively impacts the potential hotel
seller in two ways. First, it further shrinks the field of hotel purchasers,
many of whom will transform themselves into developers. Secondly, the new hotels
that will be built could have a negative impact on the future market performance
of the existing hotel, thus lowering its attractiveness.

Altering Your Investment Strategy

Prudent investors enter a transaction having already developed a proper exit
strategy. We believe now is a good time to start reviewing your disposition
strategy. What were your goals when you purchased your hotel, and have they been
met? Measured in stated-year dollars, Trends Values are double what they were in
1990, and almost 50 percent greater than 1994. These rates of return should meet
the return requirements of most investors.

Exiting hotel ownership does not necessarily mean that you can't continue to
ride the anticipated rise in hotel performance. For example, many sellers will
take the proceeds from the sale of their hotel properties and purchase shares of
a REIT, a publicly-traded hotel company, or an Investment Fund. Such action
makes the "ex" owner's real estate investment more liquid, while allowing him to
benefit from any future rise in hotel profitability and values.

- --------------------------------------------------------------------------------
                                     Table 4
                               INVESTMENT CRITERIA

Capitalization Rates        Average       High         Low  
Full-Service                 10.9%        15.0%        8.3% 
Limited-Service              11.7%        16.0%        9.0% 
Resort                       10.4%        13.5%        5.0% 
- ------------------------------------------------------------
 All Properties              11.1%                     
                                                  
Internal Rate of Return/
 Discount Rate
Full-Service                 13.9%        18.0%       11.3%
Limited-Service              14.7%        19.0%       12.4%
Resort                       13.4%        16.5%       10.0%
- ------------------------------------------------------------
 All Properties              14.1%

Equity Yield
Full-Service                 18.4%        25.0%       11.5%
Limited-Service              18.7%        30.0%       10.5%
Resort                       17.8%        25.0%        9.0%
- ------------------------------------------------------------
 All Properties              18.4%

Cash on Cash
Full-Service                 14.4%        25.0%        8.0%
Limited-Service              16.2%        25.0%        8.0%
Resort                       14.5%        25.0%        8.0%
- ------------------------------------------------------------
 All Properties              15.2%

Holding Period (Years)
Full-Service                  7.1         30.0         3.0
Limited-Service               6.0         10.0         2.5
Resort                        7.0         10.0         3.0
- ------------------------------------------------------------
 All Properties               6.7

Room Revenue Multiplier
Full-Service                  2.5          3.5         2.0
Limited-Service               2.8          4.0         2.0
Resort                        2.6          3.0         2.2
- ------------------------------------------------------------
 All Properties               2.7

Total Revenue Multiplier
Full-Service                  2.1          2.5         1.7
Limited-Service               3.1          4.0         2.5
Resort                        2.5          2.5         2.5
- ------------------------------------------------------------
 All Properties               2.5

Marketing Period (Months)
Full-Service                  7.7         24.0         3.5
Limited-Service               6.4         12.0         3.0
Resort                        7.7         12.0         5.0
- ------------------------------------------------------------
 All Properties               7.2

                             Source: PKF Consulting
- --------------------------------------------------------------------------------

How To Exit Gracefully

For hotel sellers, the use of a professional transaction advisor who can
properly represent your hotel is a must in today's marketplace. It is important
to make sure your transaction advisor is both credible and qualified to make the
case to a prospective buyer that an upside still exists for the hotel asset.
Selling a hotel in today's hotel market environment demands more than pretty
pictures and multiple listings. It requires an experienced and knowledgeable
transaction advisor who can relate to the investment strategies of potential
purchasers, while at the same time representing the best interests of the
seller.

Why Buy Now?

If the current hospitality cycle appears to be reaching its peak, why should
someone consider investing in the hotel industry at this time? The following
paragraphs summarize some of the reasons why investing in a hotel might be a
prudent move in 1997.

Upscale Plus Urban Equals Opportunity

Despite high occupancies and double-digit growth in room rates, the financial
feasibility of constructing a new full-service hotel in an urban market is slim.
Lack of available land, high labor costs, and hefty municipal charges often push
the development budget beyond breakeven. Given these economics, plus the fact
that a new full-service


                                       4
<PAGE>

                    HOSPITALITY INVESTMENT -- PKF CONSULTING

- --------------------------------------------------------------------------------
                                     Table 5
                                 MORTGAGE TERMS

Loan to Value Ratio          Average       High        Low
Full-Service                 69.1%        92.5%       45.0%
Limited-Service              71.0%        92.5%       55.0%
Resort                       68.7%        85.0%       55.0%
- -----------------------------------------------------------
 All Properties              69.8%

Interest Rates
Full-Service                  9.0%        11.0%        3.3%
Limited-Service               9.0%        11.0%        3.3%
Resort                        9.3%        11.3%        8.3%
- -----------------------------------------------------------
 All Properties               9.1%

Amortization Period (Years)
Full-Service                 22.2         30.0        12.0
Limited-Service              21.6         30.0        10.0
Resort                       22.0         30.0        15.0
- -----------------------------------------------------------
 All Properties              21.9

Loan Term (Years)
Full-Service                  8.3         22.5         0.0
Limited-Service               8.3         22.5         3.0
Resort                        7.6         15.0         5.0
- -----------------------------------------------------------
 All Properties               8.2

Debt Coverage Ratio
Full-Service                  1.4          2.3         1.2
Limited-Service               1.4          1.7         1.2
Resort                        1.4          2.0         1.2
- -----------------------------------------------------------
 All Properties               1.4

                             Source: PKF Consulting
- --------------------------------------------------------------------------------

urban project would take at least three years to open, it is pretty safe to
assume that there will be few new competitors entering the upscale urban markets
through the year 2000. If an investor can find an urban hotel for sale (or
potentially an alternative-use building adaptable for conversion) he can be
relatively assured of an extremely favorable market and profitable operating
conditions for the next few years.

Disciplined Lenders

Aggressive and undisciplined Saving and Loans contributed to the overdevelopment
that occurred in the 1980s. ln today's lending circles, it is difficult to find
traditional institutions or lending sources that have not implemented strict
lending criteria for all real estate loans. While the lending community has had
its share of cyclical lapses in discipline, the current conservative bent
appears to be fairly well entrenched, thus putting a cap on the availability of
funds for new development. As it has been the case since 1990, the lack of
available financing will limit the amount of new hotel construction activity,
thus preserving the current mature period in the cycle and lessening the depth
of the next recession.

Few False Incentives

Another factor contributing to the funding of hotel projects in the 1980s were
tax laws that provided developers with artificial incentives to build. In
general, tax benefits helped the financial feasibility of projects that were not
market-justified. The result was a glut of hotels that improved the immediate
cash flows of the investors, while not serving any market need. Today's tax code
provides little relief or loopholes for investors looking for deductible losses
and tax shelters. In other words, the direct financial feasibility of the
project must provide the return on investment. This is one more factor adding to
the prospect for future stability in the market.

Some Bargains Still Exist

While the overall purchase price for all hotels is projected to exceed 90
percent of replacement cost, some properties in select markets are still selling
below 75 percent of replacement cost. These properties tend to be full-service,
or may have a large amount of deferred maintenance or market obsolescence
attached to them. Nonetheless, for the hotel investor who has the resources to
turn a property around, a well located property currently in distress may be a
candidate for refurbishment and may well enjoy favorable market conditions for
the foreseeable future.

                    -------------------------------------
                                   Table 6
                        VALUATION TECHNIQUE PREFERENCE
                    
                     Technique                      Rank*
                    
                     Direct Capitilization           2.1
                    
                     Other                           2.2
                    
                     Cash on Cash                    2.4
                    
                     Discount Cash Flow              2.9
                    
                     Equity Yield                    3.0
                    
                     Percentage of Replacement       4.1
                    
                     Multiple of Room Revenue        5.0
                    
                     Multiple of Gross Revenue       5.7
                    
                     Note:*  1 = Most Important 
                             8 = Least Important
                    
                          Source: PKF Consulting
                    -------------------------------------

Representation

For some hotel companies, the need to have representation in specific markets or
to gain critical mass when building a

Continued on back page

- --------------------------------------------------------------------------------
                                     Table 7
                              CASH FLOW PROJECTIONS

Growth Rates                               Annual Growth Rate
Revenues                                                 4.0% 
Expenses                                                 3.3% 
Net Operating Income                                     7.3% 
                                                    
Reserve for Replacement Method                      
                                                      Average    
Percent of Gross Revenue                                3.97%  
Percent of F.F. &E.                                     7.58%

                             Source: PKF Consulting
- --------------------------------------------------------------------------------


                                       5
<PAGE>

                HOSPITALITY INVESTMENT SURVEY -- PKF CONSULTING
- --------------------------------------------------------------------------------

Continued from page 5

chain, forces them to purchase or construct properties even though the economics
may not be favorable. This is especially true for international chains needing
properties in gateway cities and for all-suite chains looking to convert a
limited amount of all-suite hotel inventory.

Be Careful Out There, It's Diverse

Overall, PKF Consulting shares the optimism shown by most hotel investors.
However, we do recognize that each transaction needs to be evaluated on its own
merits. Today's operating and investment markets vary greatly from product type
to product type, and region to region. To give a blanket endorsement to all
hotel investment opportunities is absurd. The decision to buy, sell, build,
lend, or invest is complex. It is driven by objective criteria like market
support, physical condition of the property, and land availability, as well as
subjective criteria like relative risk, desired returns, and
development/management objectives. A potential hotel investor shouldn't be drawn
into the industry simply to ride an overall wave of enthusiasm. On the other
hand, a prudent investor would be wise to continue to search the hotel landscape
and take advantage of those great deals and opportunities that remain.

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

Recent Publications Available from PKF Consulting 

1996 Annual Trends in the Hotel Industry -- USA. 

1997 Annual Trends in the Hotel Industry -- USA.
     (Available Autumn 1997.)

Quarterly Trends in the Hotel Industry.

Monthly Trends in the Hotel Industry.
     (Available for each of more than 50 U.S. cities and regions.)

1996 Annual Trends in the Hotel Industry -- Asia/Pacific Edition.

Annual Hospitality Investment Survey.

The Conference Center Industry: A Statistical and Financial Profile --
     North America 1996.
     (1996 edition available now. 1997 edition available in July.)

1996 Biennial Bed-and-Breakfast/Country Inns Industry Study.
     (Available July 1997 through the Professional Association of 
     Innkeepers International 805/569-1853.)

Hotel Development Handbook.
     (Available through the Urban Land Institute 202/624-7000.)

1996 Human Resources Survey: Study of Diversity, Recruitment, and 
Reward Systems for Employees in the U.S. Hotel Industry. 

Annual Trends in the Hotel Industry -- Canadian Edition.
     (Contact 416/360-5000.)

For Hotel Industry Trends information for Europe, the U.K., Africa,
and the Middle East, contact Pannell Kerr Forster Associates in
London at 0171-831-7393.

For further information and prices, contact the PKF Consulting Research
Department at (415) 421-5378.

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

================================================================================
WANT TO TAKE PART IN OUR NEXT INVESTMENT SURVEY?

New participants in Hospitality Investment Survey are always welcome. If you are
a hotel investor, lender, or otherwise involved in the transaction end of the
industry, please contact us. We'll send you a survey form. All survey data is
kept strictly confidential. Inquiries may be directed to any PKF Consulting
office or to the editor. And all participants get their copy free of charge.
================================================================================

     For PKF Consulting Real Estate Services in your region, please contact:

New York              Philadelphia              Houston                
John A. Fox           Lawrence E. Henry, MAI    John A. Keeling        
(212) 867-8000        (215) 563-5300            Florida T. Booth, MAI  
                                                (713) 621-5252         
Los Angeles           Atlanta                                          
Jeffry Lugosi, MAI    Mark Woodwortli                                  
(213) 680-0900        (404) 842-1150                                   
                                             
Boston                San Francisco                   
Thomas A. Ellsworth   Thomas E. Callahan, CRE, MAI    
(508)768-7000         Kiyoshi Sekine                  
                      Dan Lem                         
Washington, DC        Doris Tan                       
Walter C. Williams    (415) 421-5378                  
(703) 684-5589

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

Hospitality Investment Survey is compiled and produced by PKF Consulting.
Readers are advised that PKF Consulting does not represent the data contained
herein to be definitive. Neither should the contents of this publication be
construed as a recommendation on policies or actions. Quotations or
reproduction, in whole or in part, are permitted with credit to PKF Consulting.
Please address inquiries to the Editor, Hospitality Investment Survey, 425
California Street, Suite 1650, San Francisco, CA 94104. Phone: (415) 421-5378.
Price $75.00.
                                                                      ----------
                                                                         PKF
                                                                      CONSULTING
                                                                      ----------
- --------------------------------------------------------------------------------
<PAGE>

                                   ADDENDUM E

                         HOSPITALITY VALUATION SERVICES'
                             DEVELOPMENT COST SURVEY
<PAGE>

Lodging Today
- --------------------------------------------------------------------------------

================================================================================
                                STEPHEN RUSHMORE
================================================================================


It's Time to Build

[PHOTO]

      If you are not planning to build a hotel in the near future, you are
missing a prime opportunity. Occupancies in many locales are approaching record
levels. Escalating room rates are advancing faster than expense inflation.
Profits and values are rising as well. So why build now? Aside from the obvious
fact that the lodging industry has fully recovered and acquisition opportunities
are becoming more limited, development costs have started to increase. If you
want to be near the low point in the hotel development cost cycle, start
building now. According to the Hospitality Valuation Services' (HVS) 1995 Hotel
Development Cost Survey, the cost of building and opening a lodging facility in
1995 rose about 3.2 percent over 1994. This compares to a 2.5-percent increase
for the previous year. While these increases don't approach the double-digit
growth of the early 1980s, the upward trend should continue as new hotel
development heats up.

      A year ago, I was recommending that acquiring existing hotels at prices
below replacement cost was the best expansion strategy. However, since most
hotels today are selling at or near the cost to build new property, now is the
time to change from buying to building. Building versus buying has other
advantages as well. New hotels generally achieve higher occupancies and room
rates when compared with similar, older properties. New technologies such as
environmentally efficient HVAC systems, state-of-the-art reservation and
property management systems and high-tech guestroom amenities that save cost and
increase productivity are not always found in existing hotels.

      When selecting markets for new development, look for areas with high
barriers to entry. Ideally, you want to be the last hotel ever built in an area.
Factors such as restrictive zoning, a complex approval process, building
moratoria, and inadequate water and sewers often create barriers to entry. I
would much rather be in a secondary market with high barriers to entry than a
primary market with low barriers to entry.

      The table shows results of the HVS development cost survey for two years.
These costs are estimated on a per-room basis for luxury, midscale and economy
properties. Cost estimates reflect more than 4,000 appraisals conducted by HVS
over the past decade.

      Stephen Rushmore, MAI, CHA, is president and founder of Hospitality
Valuation Services of Mineola, NY; San Francisco; Miami; Boulder; Vancouver; and
London. HVS specializes in hotel feasibility studies and valuations.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   The Cost of Developing a Hotel
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                Operating               
1994          Improvements            FF&E                Land             Preopening            Capital              Total
- ------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>             <C>                  <C>                 <C>                 <C>                    <C>    
Luxury           $64,000         $14,300-31,000       $8,900-20,900       $3,900-6,200        $2,800-3,800           $93,300
Midscale      40,000-63,000       10,000-17,600        4,500-12,300        2,400-4,600         1,800-3,000       58,700-100,500
Economy       22,000-40,000        5,100-9,500         2,800-8,000         1,500-2,200         1,300-1,800        32,700-61,500
- ------------------------------------------------------------------------------------------------------------------------------------
1995                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
Luxury           $65,000         $14,800-32,300       $9,200-21,700       $4,100-6,400        $2,900-4,000           $96,000
Midscale      41,000-65,000       10,400-18,300       4,700-12,800         2,500-4,800         1,900-3,100       60,500-104,000
Economy       23,000-42,000        5,400-9,900         3,000-8,400         1,600-2,300         1,300-1,800        34,300-64,400
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                   ADDENDUM F

                         LANDAUER HOSPITALITY SERVICES'
                            HOTEL INVESTMENT OUTLOOK
<PAGE>
=================
    LANDAUER                                                    HOTEL INVESTMENT
- -----------------
Hospitality Group
=================
=========================================================================OUTLOOK
                                                         1997 o Volume 6 o No. 1

1997 Survey Results

                                [graphic omitted]

                               CONSTRUCTION TRENDS
                    Index: 1992=1.00, Constant Dollars, SAAR

      Property Prices Continue to Rise! Thai is what the results of our HIO
survey for 1997 suggest. Hotel investment is heated, primarily driven by C-Corps
and REITs. The necessity for REITs to continue strong returns to owners requires
continuing growth. The two hotel pair-shared REITs, Starwood Lodging Trust and
Patriot American, have an advantage in their structural efficiency. Wall Street
has acknowledged this by pouring more money into their holdings. With the cost
of capital in some cases at Libor plus 150 basis points, money is relatively
cheap. The result has been to drive property values closer to replacement value.
This has been particularly true for the full-service hotel sector.

      There are several regional hotel companies and C-Corps who are making a
play at greater product distribution. Savings and loans as well as regional
banks are once again lending for hotel development. Limited partnership
interests in hotel assets are on the rise leading to more multiple ownership
transactions. Insurance companies and pension funds are also re-entering the
hotel investment arena. Only five years ago, many of these financial sources
viewed the hotel industry as a grave error in their investment strategies. Now
hotels provide returns on par with the technology and residential real estate
sectors. The current trends appear to be sustainable for The foreseeable future.
While prices of existing full-service hotels continue to rise, lenders are
seriously considering requests for capital for new development.

      Once again, from a full-service perspective, our survey results are nearly
unanimously positive. Almost everyone agrees that from an operational
perspective this sector has at least one to two strong years ahead, with
continued REVPAR gains in excess of inflation. Largely, investors agree that the
opportunities are in rate, as many markets reach their natural capacity
constraints from an occupancy standpoint.

      Augmenting the revenue enhancements are cost efficiencies which have been
gradually engineered by hotel management companies during the leaner years
experienced earlier in the decade. Cash rich hotel companies are again beginning
to focus on Management Information Systems and product expansion distribution.
Will these investments in capital continue to provide the requisite returns in
economic efficiency? The hard decisions of where to invest capital is best left
to those with experience doing it for other industries. Hoteliers have proved to
be resilient during periods of operational distress. However, they have been
less savvy in the business of directing capital. Labor unions are again gaining
strength in the larger US cities and, given the record lows in unemployment,
this trend is likely to continue. The result: higher operating costs in major
markets. The chains are also outsourcing services traditionally absorbed in
operations. Contractual obligations are therefore a liability more than an asset
of some targeted acquisitions.

      To be a participant in the current marketplace, investors indicate an
aggressive approach must be taken. Consistent with this, our survey results show
buyers projecting income growth to be higher than operating expense growth when
developing pro-formas. In addition to the improved operating performance
resulting from positive market conditions, in most instances, buyers are pricing
hotels by applying their company's operating efficiencies to future pro-formas.
The expectation of future potential was well illustrated in several portfolio
transactions in l996 and early 1997 where the suggested cap rate for the
trailing 12 month income stream was in the five to seven percent range.

      These transactions are a reflection of a broader change that is presently
developing within the marketplace. Apparently, when making purchase decisions
investors are not only forecasting operating efficiencies and top line
advancements, but are also incorporating within their pricing parameters the
advantages certain forms of public ownership provide. For instance, the upside
associated with certain transactions also integrates the benefit "paired-shared"
REITs have of recouping certain operating expenses such as management fees. This
is in addition to


                                                             Continued on page 3
<PAGE>

- -----------------
EQUITY PARAMETERS                CAPITALIZAT1ON RATES         YIELD RATES
- -----------------               ----------------------  ------------------------
                      Holding                            Free and 
                   Period (yrs)   Overall    Terminal      Clear      Leveraged
- --------------------------------------------------------------------------------
Survey Average         7.87        9.45%      10.85%       13.50%       18.67%
- --------------------------------------------------------------------------------
Survey Range        4.00-10.00  7.50-13.00  9.00-12.00  12.00-16.00  15.00-25.00
- --------------------------------------------------------------------------------
1 Year Ago-Average     6.52       10.46%      10.74%       14.20%       21.71%
- --------------------------------------------------------------------------------
1 Year Ago-Range    3.00-10.00  7.00-14.00  7.00-13.00  10.00-20.00  18.00-25.00
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
DEBT PARAMETERS                                                YIELD RATES
- ---------------                                         ------------------------
                     Interest     Terms   Amortization  Debt Coverage  Loan to
                       Rate      (years)     Period        Ratio        Value
- --------------------------------------------------------------------------------
Survey Average         8.79       14.20       23.17         1.43        70.00%
- --------------------------------------------------------------------------------
Survey Range        8.10-9.25   5.00-25.00 20.00-30.00   1.40-1.50   65.00-75.00
- --------------------------------------------------------------------------------
1 Year Ago-Average     9.57        8.46       21.39         1.44        64.00%
- --------------------------------------------------------------------------------
1 Year Ago-Range    8.50-11.50  3.00-20.00 15.00-25.00   1.30-1.50   40.00-90.00
- --------------------------------------------------------------------------------
                                                        
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
DISCOUNTED CASH FLOW PARAMETERS      INFLATION ESTIMATES
- -------------------------------    -----------------------
                                    Revenue      Expenses     Selling Costs
- --------------------------------------------------------------------------------
                  Survey Average      3.54%         3.39%         2.58%
- --------------------------------------------------------------------------------
                  Survey Range     3.00-4.00     3.00-4.00     1.00-3.50
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
LANDAUER HOTEL MARKET EQUILIBRIUM FORECAST
- ------------------------------------------

                               [GRAPHIC OMITTED]


Page 2
<PAGE>

continued on Page 1

                                [graphic omitted]

                          NATIONAL CAPITALIZATION RATES
                                By Property Type

their tax friendly structures.

      Reports suggest that some REITs are taking advantage of their ownership
structure by deferring costs such as replacement reserves. The long-term
consequences of these cash management tactics are obvious; however, analysts on
Wall Street are "switched on" to such cash flow manipulation and will rate rogue
structures accordingly.

      There continues to be concern that some portfolio acquisitions are being
purchased at a premium and that the buying decision is based on broker or
investment banker projections; which typically do not account for economic
downturns. Further, investment decisions are more commonly strategic with
product distribution overriding economics in many cases.

      Initial public offering of new hotel stocks are expected to continue at a
slower pace, being replaced by merger and acquisition activity. This has been
represented by DoubleTrees unsuccessful and Marriott's successful acquisition of
the Renaissance hotel portfolio. Patriot's acquisition of Wyndham is another
example of the activity likely to come. The financial arrangements of such deals
will vary according to the tax implications with stock swaps and partnership
trades proliferating.

      While the supply of attractive deals has diminished considerably,
investors hungry for product are considering more complex deals. Properties with
restrictive contractual obligations or properties in need of significant capital
outlays for renovation are now being considered. Investors are looking to
foreign markets for expansion as well. Others are considering resort locations
in the US and Caribbean.

On financing and new development

      In the full-service arena, the supply of debt capital continues to
increase dramatically as a result of the high returns delivered by REITs
Insurance and pension funds have also provided capital to the industry, further
placing "pressure" on The Street. The trend continues toward good quality,
primary location, full-service hotels. Also, the money center banks are
developing conduit programs, as they attempt to break into the more profitable
business of securitization.

      Construction spending has grown dramatically over the past 12 months (see
chart). Most of the construction has been in the all-suite and limited-service
sectors up until recently; however, current trends suggest that the full-service
sector will be the primary target of developers. Public assistance and tax
credits are no longer requirements for underwriting. Nonetheless, hurdle rates
for developers remain relatively high in the low to mid-20s.

      Survey respondents overwhelmingly answered that the state of the hotel
industry looks positive over the next six months. Virtually all lenders and
investors responded that they will consider new development. leaning heavily
toward first-class and luxury projects. Locations to be considered largely
included Center City, Airport, and Suburban. No respondents suggested that they
were considering highway development. All respondents felt that the availability
of debt and equity has improved. Surprisingly, these same people indicated that
the outlook for equity over the next six months would not be as strong as it
been.

Outlook

      Are we back in the 1980's again? Potentially. However, deals in the 1990's
appear to be more carefully calculated and investors are approaching
transactions with more financial savvy. The REITs are generally driving prices
higher because some argue that the "pair-shared" structure is as much as 15
percent more efficient than the traditional C-Corp. If that's the case, count on
a budding boom that surpasses the mid-1980's. This supply increase will, in all
likelihood, be met by strong demand growth in both the corporate and leisure
travel segments. Demand for high-quality accommodations will be strong. Suites
will remain popular and, as indicated by our survey participants, full-service
hotels will be back with a vengeance.

      Merger and acquisition activity is likely to continue at an accelerated
pace over the next few years. This being the case, funds will largely be
intermediated by Wall Street in the form of REITs. CMBS offerings, mortgage
conduit programs, and various lines of credit for acquisitions. Expect some
interesting marriages among operating companies and more hostile takeover
attempts like Hilton's run at ITT/Sheraton. This will further drive prices up.

      Many property owners will correctly choose "now" as the time to sell.
Although the outlook for the hotel industry is strong and the consensus among
our survey participants echoes that sentiment, all bets are off when we enter
the next economic recession. 


                                                                          page 3
<PAGE>

                                [graphic omitted]

                           PROFILE OF ACTIVE INVESTORS

       Source: Landauer/CCIM Investment Trends Quarterly; 1/1/96-3/31/97

                                =================
                                    LANDAUER
                                -----------------
                                Hospitality Group
                                =================

                             HOSPITALITY COUNSELING
                                      WITH
                            AN INVESTOR'S PERSPECTIVE

Every effort has been made to provide accurate information. This publication
does not render accounting, appraisal, counseling, investment, legal or other
professional service. If such services are required, a professional should be
engaged.

(C) Hotel Investment OUTLOOK is published by Landauer Associates, Inc.
Permission to reprint these articles is given provided Landauer Associates, Inc.
is referenced and notified prior to use. Robert C. Mullikin, Managing Director
in Landauer's New York office is principal author of the OUTLOOK.

================================================================================
PARTICIPANTS IN THE HOTEL INVESTMENT SURVEY
================================================================================

Adam's Mark Hotels & Resorts
American General Hospitality
B.F. Saul Co.
Bedford Capital Corporation
Bristol Hotel Co.
Chase Securities
Choice Hotels International
Column Financial, Inc.
DoubleTree Hotel Corp.
Eastdil Realty
GMAC Commercial Mortgage Corp.
Hodges Ward Elliott 
Host Marriott Corporation 
Hotel Partners 
InterBank Mortgage Corporation 
Loews Hotels 
MassMutual 
New Castle Hotels 
Prime Hospitality Corp.
Remington Hotel Corporation
Starwood Lodging Corporation
Teachers Insurance Annuity (TIAA)
The Camberley Hotel Company
T.J. Fox Associates
USF&G Realty Advisors
White Lodging Services Corp.

Active hotel investors and lenders are welcome to participate in the Hotel
Investment OUTLOOK In addition to the participants listed we are grateful for
the comments of those surveyed who expressed no interest in hotels at this time
or who desired not to be acknowledged in the OUTLOOK.

================================================================================

Atlanta
233 Peachtree Street N.E., Suite 1900
Atlanta, Georgia 30303
(404) 659-4040

Boston
One State Street, 6th Floor
Boston, MA 02109
(617) 720-0515

Chicago
225 West Washington Street, Suite 1500
Chicago, Illinois 60606
(312) 899-0100

Dallas
13760 Noel Road, Suite 930
Dallas, Texas 75240
(972) 866-9090

Fort Lauderdale
100 NE 3rd Avenue, Suite 770
Ft. Lauderdale, Florida 33394
(954) 764-5403

Los Angeles
707 Wilshire Boulevard, Suite 4950
Los Angeles. California 90017
(213) 624-3400

Miami
269 Giralda Avenue, Suite 201
Coral Gables, Florida 33134
(305) 591-9122

New York
666 5th Avenue, 25th Floor
New York, New York 10103
(212) 621-9500

Newport Beach
4100 MacArthur Avenue, Suite 310
Newport Beach, CA 92660
(714) 851-9594

Scottsdale
8282 North Hayden Road, Suite 291
Scottsdale, AZ 85258
(602) 607-0550

Sydney, Australia
Level 30, 52 Martin Place
Sydney, NSW 2000 Australia
011 612 324-4211

Washington, DC
8133 Leesburg Pike, Suite 720
Vienna, VA 22182
(2O2) 337-4680
<PAGE>

                                   ADDENDUM G

                        1996 -- 1997 CAPITAL EXPENDITURES
<PAGE>

<TABLE>
<CAPTION>

FOUR SEASONS BILTMORE SANTA BARBARA                   REPORT ON CAPITAL EXPENDITURES & SPECIAL R&M
AS AT                            31-Dec-96                                                   YEAR ENDED DECEMBER 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
                                             BUDGET     BUDGET      PAID       PAID     UNPAID      PLANNED    TOTAL               
ITEM # PROJECT                              CAPITAL     S R&M      CAPITAL     S R&M   COMMITTED  UNCOMMITTED           VARIANCE   
- -----------------------------------------------------------------------------------------------------------------------------------
<C>    <S>                                  <C>        <C>         <C>        <C>        <C>        <C>        <C>      <C>
R      ROOMS                                168,791           0    125,047          0      3,242      16,063   144,352   (24,439)

FB     FOOD & BEVERAGE                      199,802           0    126,326          0     20,723       9,300   156,349   (43,453)

RM     R&M                                  214,846           0    236,373          0      3,107           0   239.480    24,634

A&G    ADMIN & GENERAL                      106,291           0    107,867          0          0           0   107,867     1,576

96     CONTINGENCY 96                        50,000           0     48,042          0      6,000           0    54,042     4,042

BA     APPROVED ADDITIONS TO BUDGET         182,633           0    179,310          0          0           0   179,310    (3,323)
       -------------------------------------------------------------------------------------------------------------------------
       TOTAL                                922,363           0    822,966          0     33,072       25363   881,401    40,962
       -------------------------------------------------------------------------------------------------------------------------
95     CARRYOVER 1995 APPROVED CAPITAL       30,100           0     27,130          0          0           0    27,130    (2,970)
 
       SALE ADJUSTMENTS                           0     385,000          0    344,649          0           0   344,649   (40,351)
- -----------------------------------------------------------------------------------------------------------------------------------
       GRAND TOTAL                          952,463     385,000    850,096    344,649     33,072      25,363 1,253,180   (84,283)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------------------------------------------------------
                                              PROJECT   CANCEL 
ITEM # PROJECT                                COMPLETE RESUBMIT
- ---------------------------------------------------------------
R      ROOMS                                

FB     FOOD & BEVERAGE                      

RM     R&M                                  

A&G    ADMIN & GENERAL                      

96     CONTINGENCY 96                       

BA     APPROVED ADDITIONS TO BUDGET         
       -------------------------------------
       TOTAL                                
       -------------------------------------
95     CARRYOVER 1995 APPROVED CAPITAL      

       SALE ADJUSTMENTS                     
- ---------------------------------------------------------------
       GRAND TOTAL                          
- ---------------------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>

FOUR SEASONS BILTMORE SANTA BARBARA                   REPORT ON CAPITAL EXPENDITURES & SPECIAL R&M
AS AT                            31-Dec-96                                                   YEAR ENDED DECEMBER 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
                                             BUDGET     BUDGET      PAID       PAID     UNPAID      PLANNED    TOTAL               
ITEM # PROJECT                              CAPITAL     S R&M      CAPITAL     S R&M   COMMITTED  UNCOMMITTED           VARIANCE   
- -----------------------------------------------------------------------------------------------------------------------------------
<C>    <S>                                  <C>        <C>         <C>        <C>        <C>        <C>        <C>      <C>
R-1    CHAIR UPHOLSTERY (ACTIVITY/
         DESK/LOUNGE)                        17,338                 21,081                                      21,081    3,743    
R-2    BEDSPREADS (35)                       12,198                  6,257                                       6,257   (5,941)   
R-3    DRAPERY (91 panels)                   23,485                 20,391                                      20,391   (3,094)   
R-4    DUVETS (50)                            4,261                  4,249                 3,242                 7,491    3,230    
R-5    CARPET (35 rooms)                     29,950                 19,860                                      19,860  (10,090)   
R-6    MATTRESSES (35 SetS)                  16,049                 10,994                                      10,994   (5,055)   
R-7    SOFAS rm 47O(1)                        2,446                  1,852                                       1,852     (594)   
R-8    FREEMONT/ORTEGA FIREPLACE/
         LIGHTS/DRAP                         20,850                  4,787                            16,063    20,850        0    
R-9    ODELL HARDWOOD FLOORS/CARPETS         18,112                  9,146                                       9,146   (8,966)   
R-10   BUFFING MACHINE                        1,782                                                                  0   (1,782)   
R-11   COLD WATER PRESSURE WASHER             1,228                  1,073                                       1,073     (155)   
R-12   CRIBS (10)                             4,266                  6,830                                       6,830    2,564    
R-13   ROLLAWAY BEDS (10)                     5,119                  2,490                                       2,490   (2,629)   
R-14   VACUUMS (14)                           5,765                  8,785                                       8,785    3,020    
R-15   LAUNDRY TRUCKS (6)                     2,524                  4,121                                       4,121    1,597    
R-16   SEWING MACHINE -INDUSTRIAL               754                    699                                         699      (55)   
R-17   SPOTTING BOARD VALET                   2,664                  2,432                                       2,432     (232)   
- -----------------------------------------------------------------------------------------------------------------------------------
       TOTAL ROOMS                          168,791           0    125,047          0      3,242      16,063   144,352  (24,439)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------------------------------------------------------
                                              PROJECT   CANCEL 
ITEM # PROJECT                                COMPLETE RESUBMIT
- ---------------------------------------------------------------
R-1    CHAIR UPHOLSTERY (ACTIVITY/
         DESK/LOUNGE)                         See savings R-3
R-2    BEDSPREADS (35)                        see R-4
R-3    DRAPERY (91 panels)                    Complete
R-4    DUVETS (50)                            see R-2 & Cfwd to 1997
R-5    CARPET (35 rooms)                      Complete
R6     MATTRESSES (35 SetS)                   Complete
R-7    SOFAS rm 47O(1)                        Complete
R-8    FREEMONT/ORTEGA FIREPLACE/
         LIGHTS/DRAP                          Carry fwd to 1997
R-9    ODELL HARDWOOD FLOORS/CARPETS          Complete
R-10   BUFFING MACHINE                        See R-14
R-11   COLD WATER PRESSURE WASHER             Complete
R-12   CRIBS (10)                             Complete
R-13   ROLLAWAY BEDS (10)                     See R-12
R-14   VACUUMS (14)                           Complete see R-10
R-15   LAUNDRY TRUCKS (6)                     Complete
R-16   SEWING MACHINE -INDUSTRIAL             Complete
R-17   SPOTTING BOARD VALET                   Complete
- ---------------------------------------------------------------
       TOTAL ROOMS                          
- ---------------------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>

FOUR SEASONS BILTMORE SANTA BARBARA                   REPORT ON CAPITAL EXPENDITURES & SPECIAL R&M
AS AT                            31-Dec-96                                                   YEAR ENDED DECEMBER 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
                                             BUDGET     BUDGET      PAID       PAID     UNPAID      PLANNED    TOTAL               
ITEM # PROJECT                              CAPITAL     S R&M      CAPITAL     S R&M   COMMITTED  UNCOMMITTED           VARIANCE   
- -----------------------------------------------------------------------------------------------------------------------------------
<C>    <S>                                  <C>        <C>         <C>        <C>        <C>        <C>        <C>      <C>
R&M-1  LOBBY WASHROOM TILE                   19,934                  6,485                                       6,485  (13,449)   
R&M-2  AUTO SOFTNER REGENERATION              5,388                 13,038                                      13,038    7,650    
R&M-3  A.D.A. MODIFICATIONS                  26,938                  8,724                                       8,724  (18,214)   
R&M-4  MODINE HEATERS                        13,334                  9,475                                       9,475   (3,859)   
R&M-5  CASINO ROOF                           15,000                 15,000                                      15,000        0    
R&M-6  RAYPAK HEATERS CASINO                  7,543                  5,354                                       5,354   (2,189)   
R&M-7  SEWER EJECTOR PUMP                     5,388                  2,667                                       2,687   (2,721)   
R&M-8  FRONT DRIVEWAY BRASS SIGN              5,388                  4,950                                       4,950     (438)   
R&M-9  CASINO POOL SURFACE                   85,000                143,237                                     143,237   58,237    
R&M-10 CASINO CHAISE LOUNGES (40)            24,456                 22,266                                      22,266   (2,190)    
R&M-11 CASINO TV FOR EXCERCISE EQUIP (6)      3,413                  4,945                                       4,945    1,532    
R&M-12 CASINO UMBRELLAS (4)                   3,064                    233                 3,107                 3,340      276    
- -----------------------------------------------------------------------------------------------------------------------------------
       TOTAL REPAIRS & MAINTENANCE          214,846           0    236,373          0      3,107           0   239,480    24,634
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------
                                             PROJECT   CANCEL 
ITEM # PROJECT                               COMPLETE RESUBMIT
- --------------------------------------------------------------
R&M-1  LOBBY WASHROOM TILE                   See R&M-2
R&M-2  AUTO SOFTNER REGENERATION             See R&M-1
R&M-3  A D A. MODIFICATIONS                  Complete
R&M-4  MODINE HEATERS                        Complete
R&M-5  CASINO ROOF                           Complete
R&M-6  RAYPAK HEATERS CASINO                 Complete
R&M-7  SEWER EJECTOR PUMP                    Complete
R&M-8  FRONT DRIVEWAY BRASS SIGN             Complete
R&M-9  CASINO POOL SURFACE                   Complete
R&M-10 CASINO CHAISE LOUNGES (40)            Complete
R&M-11 CASINO TV FOR EXCERCISE EQUIP (6)     Complete
R&M-12 CASINO UMBRELLAS (4)                  Carryforward to 1997
- --------------------------------------------------------------
       TOTAL REPAIRS & MAINTENANCE         
- --------------------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>

FOUR SEASONS BILTMORE SANTA BARBARA                   REPORT ON CAPITAL EXPENDITURES & SPECIAL R&M
AS AT                            31-Dec-96                                                   YEAR ENDED DECEMBER 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
                                             BUDGET     BUDGET      PAID       PAID     UNPAID      PLANNED    TOTAL               
ITEM # PROJECT                              CAPITAL     S R&M      CAPITAL     S R&M   COMMITTED  UNCOMMITTED           VARIANCE   
- -----------------------------------------------------------------------------------------------------------------------------------
<C>    <S>                                  <C>        <C>         <C>        <C>        <C>        <C>        <C>      <C>
FB-1   LOGGIA AWNING REFURBISHMENT           14,962                  6,078                                       6,078   (8,884)   
FB-2   CARPET LA CONCHA                      10,900                    808                10,776       1,500    13,084    2,184    
FB-3   ELMAR, ALTO, LSV VALANCE               7,842                     50                             7,500     7,850        8   
FB-4   PODIUMS (Casino. Loggia)               5,870                  2,288                                       2,288   (3,582)    
FB-5   UMBRELLAS 8FT (20)                    13,846                  4,171                                       4,171   (9,675)   
FB-6   BANQUET CHAIRS (300)                  27,330                 24,805                                      24,805   (2,525)   
FB-7   STANDING HEATERS                       3,440                  3,410                                       3,410      (30)   
FB-8   CASINO BANQUET CHAIRS (200)           18,220                 17,005                                      17,005   (1,215)    
FB-9   BANQUETTES REUPHOLSTERY               10,425                                                                  0  (10,425)   
FB-10  PATIO CHAIRS (60)                     33,016                 26,392                                      26,392   (6,624)   
FB-11  STAINLESS STEEL SIDE STATIONS (2)     10,775                  9,032                                       9,032   (1,743)   
FB-12  TRAULSEN REFRIGERATORS (2)             2,730                                                                  0   (2,730)   
FB-13  LEATHER BAR STOOL/CHAIR UPHOLSTERY     7,046                  3,634                 4,140                 7,774      728    
FB-14  LASALA SERVICE STN. RENOVATION        10,000                 13,544                 1,424                14,967    4,967    
FB-15  WINDOW SHADES LASALA                   5,172                  4,422                 4,383                 8,806    3,634    
FB-16  CRESCORS(4)                            3,791                  1,880                                       1,880   (1,911)   
FB-17  KITCHEN SLICER/TOASTER/BBQ             3,233                  4,179                                       4,179      946    
FB-18  THREE TIERED CART (2)                  1,706                                                                  0   (1,706)   
FB-19  CARPET SHAMPOOER                       2,155                  1,573                                       1,573     (582)   
FB-20  VACUUM-WINSOR MAXIMATIC                1,417                                                                  0   (1,417)   
FB-21  WOOD FLOOR                             5,926                  3,055                                       3,055   (2,871)   
- -----------------------------------------------------------------------------------------------------------------------------------
       TOTAL FOOD & BEVERAGE                199,802           0    126,326          0     20,723       9,300   156,349  (43,453)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------------------------------------------------------
                                              PROJECT   CANCEL 
ITEM # PROJECT                                COMPLETE RESUBMIT
- ---------------------------------------------------------------
FB-1   LOGGIA AWNING REFURBISHMENT            Complete
FB-2   CARPET LA CONCHA                       Carryforward to 1997
FB-3   ELMAR, ALTO, LSV VALANCE               Carryforward to 1997
FB-4   PODIUMS (Casino. Loggia)               CXL HALF SEE A&G-8
FB-5   UMBRELLAS 8FT (20)                     Complete
FB-6   BANQUET CHAIRS (300)                   Complete
FB-7   STANDING HEATERS                       Complete
FB-8   CASINO BANQUET CHAIRS (200)            Complete
FB-9   BANQUETTES REUPHOLSTERY                Complete
FB-10  PATIO CHAIRS (60)                      Complete
FB-11  STAINLESS STEEL SIDE STATIONS (2)      Complete
FB-12  TRAULSEN REFRIGERATORS (2)             Cancelled
FB-13  LEATHER BAR STOOL/CHAIR UPHOLSTERY     Carryforward to l997
FB-14  LASALA SERVICE STN. RENOVATION         Carryforward to 1997
FB-15  WINDOW SHADES LASALA                   Carryforward to 1997
FB-16  CRESCORS(4)                            Complete
FB-17  KITCHEN SLICER/TOASTER/BBQ             Complete
FB-18  THREE TIERED CART (2)                  Cancelled
FB-19  CARPET SHAMPOOER                       Complete
FB-20  VACUUM-WINSOR MAXIMATIC                Cancelled
FB-21  WOOD FLOOR                             Complete
- ---------------------------------------------------------------
       TOTAL FOOD & BEVERAGE                
- ---------------------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>

FOUR SEASONS BILTMORE SANTA BARBARA                   REPORT ON CAPITAL EXPENDITURES & SPECIAL R&M
AS AT                            31-Dec-96                                                   YEAR ENDED DECEMBER 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
                                             BUDGET     BUDGET      PAID       PAID     UNPAID      PLANNED    TOTAL               
ITEM # PROJECT                              CAPITAL     S R&M      CAPITAL     S R&M   COMMITTED  UNCOMMITTED           VARIANCE   
- -----------------------------------------------------------------------------------------------------------------------------------
<C>    <S>                                  <C>        <C>         <C>        <C>        <C>        <C>        <C>      <C>
A&G-1  CAFETERIA FURNITURE                    5,664                  3,669                                       3,869   (1,995)   
A&G-2  LASER JET PRINTERS (2)                 3,017                  3,196                                       3,196      179    
A&G-3  NETWORK FILE SERVER & SOFTWARE        12,176                 15,104                                      15,104    2,928    
A&G-4  PCS FOR ACCOUNTING (3)                 7,758                  7,558                                       7,558     (200)   
A&G-5  PLAIN PAPER FAX MACHINE                2,694                  2,042                                       2,042     (652)   
A&G-6  RESERVATIONS FURNITURE                 3,879                  4,346                                       4,346      467    
A&G-7  EECO PRINTER BACK OFFICE               3,771                  1,155                                       1,155   (2,616)   
A&G-8  REMANCO BACK OFFICE POS SYSTEM        36,635                 41,239                                      41,239    4,604    
A&G-9  FLATBED CARTS (6)                      2,730                  1,527                                       1,527   (1,203)   
A&G-10 VOICE MAIL                            27,967                 28,032                                      28,032       65   
                                                                                                                     0        0
- -----------------------------------------------------------------------------------------------------------------------------------
       TOTAL ADMIN & GENERAL                106,291           0    107,867          0          0           0   107,867    1,576
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------
                                             PROJECT   CANCEL 
ITEM # PROJECT                               COMPLETE RESUBMIT
- --------------------------------------------------------------
A&G-1  CAFETERIA FURNITURE                   Complete
A&G-2  LASER JET PRINTERS (2)                Complete
A&G-3  NETWORK FILE SERVER & SOFTWARE        See A&G-7
A&G-4  PCS FOR ACCOUNTING (3)                Complete
A&G-5  PLAIN PAPER FAX MACHINE               Complete
A&G-6  RESERVATIONS FURNITURE                Complete
A&G-7  EECO PRINTER BACK OFFICE              See A&G-3
A&G-8  REMANCO BACK OFFICE POS SYSTEM        See FB-4
A&G-9  FLATBED CARTS (6)                     Complete
A&G-10 VOICE MAIL                            Complete
                                            
- --------------------------------------------------------------
       TOTAL ADMIN & GENERAL                
- --------------------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>

FOUR SEASONS BILTMORE SANTA BARBARA                   REPORT ON CAPITAL EXPENDITURES & SPECIAL R&M
AS AT                            31-Dec-96                                                   YEAR ENDED DECEMBER 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
                                             BUDGET     BUDGET      PAID       PAID     UNPAID      PLANNED    TOTAL               
ITEM # PROJECT                              CAPITAL     S R&M      CAPITAL     S R&M   COMMITTED  UNCOMMITTED           VARIANCE   
- -----------------------------------------------------------------------------------------------------------------------------------
<C>    <S>                                  <C>        <C>         <C>        <C>        <C>        <C>        <C>      <C>
                                             50,000                                                                  0  (50,000)
CO-1   TENNIS BALL MACHINE                        0                  2,768                                       2,768    2,768    
C0-2   CORAL CASINO OFFICE FURNITURE              0                  1,378                                       1,378    1,378    
CD-3   LAMARINA ESPRESSO MACHINE                  0                  3,868                                       3,868    3,868    
C0-4   BANQUET TABLES                             0                  4,624                                       4,624    4,624    
CO-5   LASALA DOOR TO PATIO                       0                  9,215                                       9,215    9,215    
CO-6   CARPETING CORAL CASINO                     0                  2,963                                       2,963    2,963    
CO-7   ODELL COTTAGE AIR CONDITIONER              0                  9,389                                       9,389    9,389    
CO-8   PATIO OUTDOOR CUSHIONS                     0                  2,560                                       2,560    2,560    
CO-9   TELEPHONE CONSULTANT                       0                 11,277                 6,000                17,277   17,277    
CD-10                                             0                                                                  0         0
- -----------------------------------------------------------------------------------------------------------------------------------
       CONTINGENCY 1996                      50,000           0     48,042          0      6,000           0    54,042     4,042
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------
                                             PROJECT   CANCEL 
ITEM # PROJECT                               COMPLETE RESUBMIT
- --------------------------------------------------------------
CO-1   TENNIS BALL MACHINE                   Complete
C0-2   CORAL CASINO OFFICE FURNITURE         Complete
CD-3   LAMARINA ESPRESSO MACHINE             Complete
C0-4   BANQUET TABLES                        Complete
CO-5   LASALA DOOR TO PATIO                  Complete
CO-6   CARPETING CORAL CASINO                Complete
CO-7   ODELL COTTAGE AIR CONDITIONER         Complete
CO-8   PATIO OUTDOOR CUSHIONS                Complete
CO-9   TELEPHONE CONSULTANT                  Carry forward to 1997
CD-10                                      
- --------------------------------------------------------------
       CONTINGENCY 1996                    
- --------------------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>
FOUR SEASONS BILTMORE SANTA BARBARA                   REPORT ON CAPITAL EXPENDITURES & SPECIAL R&M
AS AT                            31-Dec-96                                                   YEAR ENDED DECEMBER 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
                                             BUDGET     BUDGET      PAID       PAID     UNPAID      PLANNED    TOTAL               
ITEM # PROJECT                              CAPITAL     SPECIAL    CAPITAL     S R&M   COMMITTED  UNCOMMITTED           VARIANCE   
- -----------------------------------------------------------------------------------------------------------------------------------
<C>    <S>                                  <C>        <C>         <C>        <C>        <C>        <C>        <C>      <C>
BA 1   CORAL CASINO WADING POOL              66,500                 66,500                                      66,500         0   
BA-2   RENOVATE 700's WING                   75,000                 74,954                                      74,954       (46)  
BA 3   BRICK IN REMAINING PATIOS             29,000                 26,563                                      26,563    (2,437)  
BA 4   POOL FURNITURE                        12,133                 11,293                                      11,293      (840)  
                                                                                                                     0         0
                                                                                                                     0         0
                                                                                                                     0         0
                                                                                                                     0         0
                                                                                                                     0         0
                                                                                                                     0         0
- -----------------------------------------------------------------------------------------------------------------------------------
       APPROVED ADDITIONS TO BUDGET         182,633           0    179,310          0          0           0   179,310   (3,323)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------------------------------------------------------
                                              PROJECT   CANCEL 
ITEM # PROJECT                                COMPLETE RESUBMIT
- ---------------------------------------------------------------
BA 1   CORAL CASINO WADING POOL               Complete
BA-2   RENOVATE 700's WING                    Complete
BA 3   BRICK IN REMAINING PATIOS              Complete
BA 4   POOL FURNITURE                         Complete
                                            
                                            
                                            
                                            
                                            
                                            
- ---------------------------------------------------------------
       APPROVED ADDITIONS TO BUDGET         
- ---------------------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>

FOUR SEASONS BILTMORE SANTA BARBARA                   REPORT ON CAPITAL EXPENDITURES & SPECIAL R&M
AS AT                            31-Dec-96                                                   YEAR ENDED DECEMBER 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
                                             BUDGET     BUDGET      PAID       PAID     UNPAID      PLANNED    TOTAL               
ITEM # PROJECT                              CAPITAL     S R&M      CAPITAL     S R&M   COMMITTED  UNCOMMITTED           VARIANCE   
- -----------------------------------------------------------------------------------------------------------------------------------
<C>    <S>                                  <C>        <C>         <C>        <C>        <C>        <C>        <C>      <C>
CFW-1  TURNDOWN CARTS                         2,100                  4,323                                       4,323     2,223  
CFW 2  CASINO BANQUET CHAIRS                 28,000                 22,807                                      22,807    (5,193) 
                                                  0                                                                  0         0
                                                  0                                                                  0         0
- -----------------------------------------------------------------------------------------------------------------------------------
       CARRYFORWARD 1995                     30,100           0     27,130          0          0           0    27,130   (2,970)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ------------------------------------------------------------
                                           PROJECT   CANCEL 
ITEM # PROJECT                             COMPLETE RESUBMIT
- ------------------------------------------------------------
CFW-1  TURNDOWN CARTS                      Complete
CFW 2  CASINO BANQUET CHAIRS               Complete
                                          
                                          
- ------------------------------------------------------------
       CARRYFORWARD 1995                  
- ------------------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>

FOUR SEASONS BILTMORE SANTA BARBARA REPORT ON CAPITAL EXPENDITURES & SPECIAL R&M
AS AT                            31-Dec-96                                                   YEAR ENDED DECEMBER 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
                                             BUDGET     BUDGET      PAID       PAID     UNPAID      PLANNED    TOTAL               
ITEM # PROJECT                              CAPITAL     SPECIAL     CAPITAL     S R&M   COMMITTED  UNCOMMITTED           VARIANCE   
- -----------------------------------------------------------------------------------------------------------------------------------
<C>    <S>                                  <C>        <C>         <C>        <C>        <C>        <C>        <C>      <C>
SA-l   CORAL CASINO POOL TUNNEL                         270,000               167,601                          167,601 (102,399)   
SA-2   SPRINKLER 700'S                                   47,180                26,111                           26,111  (21,069)   
SA-3   HEAT PUMP CONDENSER CASINO                        15,000                 5,349                            5,349   (9,651)   
SA-4   WINDOW SHUTTER REPAIRS                            10,000                 8,504                            8,504   (1,496)   
SA-5   COTTAGE FUMIGATION                                 4,000                 4,000                            4,000        0    
SA 6   TERMITE MITIGATION                                38,820                26,063                           26,063  (12,757)   
SA 7   ASBESTOS ABATEMENT                                     0               107,021                          107,021  107,021    
                                                                                                                     0        0
                                                                                                                     0        0
                                                                                                                     0        0
- -----------------------------------------------------------------------------------------------------------------------------------
       SALE ADJUSTMENTS                           0     385,000          0    344,649          0           0   344,649  (40,351)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------
                                             PROJECT   CANCEL 
ITEM # PROJECT                               COMPLETE RESUBMIT
- --------------------------------------------------------------
SA-l   CORAL CASINO POOL TUNNEL              Complete
SA-2   SPRINKLER 700'S                       Complete
SA-3   HEAT PUMP CONDENSER CASINO            Complete
SA-4   WINDOW SHUTTER REPAIRS                Complete
SA-5   COTTAGE FUMIGATION                    Complete
SA 6   TERMITE MITIGATION                    Complete
SA 7   ASBESTOS ABATEMENT                    Complete see SA-1
                                           
                                           
                                           
- --------------------------------------------------------------
       SALE ADJUSTMENTS                    
- --------------------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>

FOUR SEASONS BILTMORE SANTA BARBARA REPORT ON CAPITAL EXPENDITURES & SPECIAL R&M
AS AT                            31-Aug-97                                                   YEAR ENDED DECEMBER 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
                                             BUDGET     BUDGET      PAID       PAID     UNPAID      PLANNED    TOTAL               
ITEM # PROJECT                              CAPITAL     S R&M      CAPITAL     S R&M   COMMITTED  UNCOMMITTED           VARIANCE   
- -----------------------------------------------------------------------------------------------------------------------------------
<C>    <S>                                  <C>        <C>         <C>        <C>        <C>        <C>        <C>      <C>
R      ROOMS                                950,343           0    102,557          0     11,912     836,691   951,159       816

FB     FOOD & BEVERAGE                      112,716           0     62,376          0      3,300      44,586   110,262    (2,454)

RM     R&M                                   71,825           0     69,083          0          0           0    69,083    (2,742)

A&G    ADMIN & GENERAL                      584,366           0    745,877          0        460       5,168   751,505   167,138

91     CONTINGENCY 97                        50,000           0     24,744          0     14,837      10,419    50,000        (0)
       ----------------------------------------------------------------------------------------------------------------------------
       TOTAL                              1,769,251           0  1,004,636          0     30,509     896,864 1,932,009   162,758
       ----------------------------------------------------------------------------------------------------------------------------
96     CARRYOVER 1996 APPROVED CAPITAL       64,782           0     41,012          0      6,741           0    47,753   (17,029)

SC     OWNER APPROVED SUPPLEMENTAL
         CAPITAL                             53,810           0     40.910          0     10,729       5,794    57,433     3,623

- -----------------------------------------------------------------------------------------------------------------------------------
       GRAND TOTAL                        1,887,842          0   1,086,559          0     47,978    902,658  2,037,195   149,353
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------
                                            PROJECT   CANCEL 
ITEM # PROJECT                              COMPLETE RESUBMIT
- -------------------------------------------------------------
R      ROOMS                              

FB     FOOD & BEVERAGE                     

RM     R&M                                

A&G    ADMIN. & GENERAL                    

91     CONTINGENCY 97                     
       ------------------------------------
       TOTAL                              
       ------------------------------------
96     CARRYOVER 1996 APPROVED CAPITAL    

SC     OWNER APPROVED SUPPLEMENTAL
         CAPITAL                          

- -------------------------------------------------------------
       GRAND TOTAL                        
- -------------------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>

FOUR SEASONS BILTMORE SANTA BARBARA                   REPORT ON CAPITAL EXPENDITURES & SPECIAL R&M
AS AT                            31-Aug-97                                                   YEAR ENDED DECEMBER 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
                                             BUDGET     BUDGET      PAID       PAID     UNPAID      PLANNED    TOTAL               
ITEM # PROJECT                              CAPITAL     S R&M      CAPITAL     S R&M   COMMITTED  UNCOMMITTED           VARIANCE   
- -----------------------------------------------------------------------------------------------------------------------------------
<C>    <S>                                  <C>        <C>         <C>        <C>        <C>        <C>        <C>      <C>
R-1    GUEST ROOMS 300/400 (69 rooms)       574,072                 13,226                11,912     548,934   574,072       (0)
R-2    GUEST ROOMS 700 (21 rooms)           103,271                                                  103,271   103,271         0
R-3    GUEST ROOMS 800 (5 rooms)             42,658                                                   42,658    42,658         0
R-4    ANACAPA SUITE                         35,000                                                   35,000    35,000         0
R-5    O'DELL COTTAGE                        45,000                                                   45,000    45,000         0
R-6    DESIGN FEES                           53,750                 42,593                            11,157    53,750         0
R-7    MATTRESSES (139)                      17,341                                                   26,733    26,733     9,392
R-8    GUESTROOM CARPET                      20,605                 19,967                                      19,967      (638)   
R 9    TENNIS COURT RESURFACING               7,500                  6,850                                       6,850      (650)   
R-10   OUTDOOR FURNITURE CUSHIONS HOTEL      17,954                                                   17,954    17,954         0
R-11   OUTDOOR FURNITURE CUSHIONS CASINO      5,985                                                    5,985     5,985         0
R-12   CHAISE LOUNGES CASINO                 27,208                 19,921                                 0    19,921    (7,288)   
- -----------------------------------------------------------------------------------------------------------------------------------
       TOTAL ROOMS                          950,343           0    102,557          0     11,912     836,691   951,159       816
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------------------------------------------------------
                                              PROJECT   CANCEL 
ITEM # PROJECT                                COMPLETE RESUBMIT
- ---------------------------------------------------------------
R-1    GUEST ROOMS 300/400 (69 rooms)       
R-2    GUEST ROOMS 700 (21 rooms)           
R-3    GUEST ROOMS 800 (5 rooms)            
R-4    ANACAPA SUITE                        
R-5    O'DELL COTTAGE                       
R-6    DESIGN FEES                          
R-7    MATTRESSES (139)                     
R-8    GUESTROOM CARPET                       Complete
R 9    TENNIS COURT RESURFACING               Complete
R-10   OUTDOOR FURNITURE CUSHIONS HOTEL     
R-11   OUTDOOR FURNITURE CUSHIONS CASINO    
R-12   CHAISE LOUNGES CASINO                  Complete
- ---------------------------------------------------------------
       TOTAL ROOMS                          
- ---------------------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>

FOUR SEASONS BILTMORE SANTA BARBARA REPORT ON CAPITAL EXPENDITURES & SPECIAL R&M
AS AT                            31-Aug-97                                                   YEAR ENDED DECEMBER 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
                                             BUDGET     BUDGET      PAID       PAID     UNPAID      PLANNED    TOTAL               
ITEM # PROJECT                              CAPITAL     S R&M      CAPITAL     S R&M   COMMITTED  UNCOMMITTED           VARIANCE   
- -----------------------------------------------------------------------------------------------------------------------------------
<C>    <S>                                  <C>        <C>         <C>        <C>        <C>        <C>        <C>      <C>
FB-1   EL RINCON WOOD FLOOR REPLACEMENT       6,465                                                                  0   (6,465)   
FB-2   LA BELLA VISTA WALLPAPER              10,763                                                    6,763     6,763   (4,000)   
FB-3   UMBRELLAS 8 fl BANQUETS (15)           1,374                  1,374                                 0     1,374       (0)   
FB-4   MUSHROOM HEATERS (19)                 10,667                  7,710                                       7,710   (2,957)   
FB-5   BANQUET TABLES (45)                    8,435                  8,399                                       8,399      (36)   
FB-6   BRASS EASELS (12)                      3,680                  3,822                                       3,822      142    
FB-7   PODIUM(1)                              2,593                  2,362                                 0     2,362     (231)   
FB-8   PORTABLE BARS (6)                      4,736                  2,742                             1,993     4,735       (0)
FB-9   MOTOROLA RADIOS (4)                    3,487                  7,306                                       7,306    3,819    
FB-10  UMBRELLAS 8 ft PATIO (4)               3,233                                                    3,233     3,233        0
FB-1l  RENOVATE RAFT                         10,000                 19,088                                      19,088    9,088    
FB-12  LASALA FURNITURE                      30,986                                                   30,986    30,986        0    
FB-13  PLATE DOLLIES (8)                      5,412                  6,286                                           0      874   
FB-14  S/S DISHWASHING STATION                2,430                    819                             1,612     2,431        1
FB-15  ROLLING HOT BOXES (2)                  5,638                                        3,300                 3,300   (2,338)   
FB-16  HEAT LAMPS BRASS (3)                   2,819                  2,467                                 0     2,467     (351)   
- -----------------------------------------------------------------------------------------------------------------------------------
       TOTAL FOOD & BEVERAGE                112,716           0     62,376          0      3,300      44,586   110,262   (2,454)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------------------------------------------------------
                                              PROJECT   CANCEL 
ITEM # PROJECT                                COMPLETE RESUBMIT
- ---------------------------------------------------------------
FB-1   EL RINCON WOOD FLOOR REPLACEMENT       Cxl re FB-11
FB-2   LA BELLA VISTA WALLPAPER               see A&G-6
FB-3   UMBRELLAS 8 fl BANQUETS (15)           Complete
FB-4   MUSHROOM HEATERS (19)                  see CO-1
FB-5   BANQUET TABLES (45)                    Complete
FB-6   BRASS EASELS (12)                      Complete
FB-7   PODIUM(1)                              Complete
FB-8   PORTABLE BARS (6)                    
FB-9   MOTOROLA RADIOS (4)                    see FB-15
FB-10  UMBRELLAS 8 ft PATIO (4)             
FB-1l  RENOVATE RAFT                          See FB-1
FB-12  LASALA FURNITURE                       On hold
FB-13  PLATE DOLLIES (8)                      874 Complete
FB-14  S/S DISHWASHING STATION              
FB-15  ROLLING HOT BOXES (2)                  see FB-9
FB-16  HEAT LAMPS BRASS (3)                   Complete
- ---------------------------------------------------------------
       TOTAL FOOD & BEVERAGE                
- ---------------------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>

FOUR SEASONS BILTMORE SANTA BARBARA                   REPORT ON CAPITAL EXPENDITURES & SPECIAL R&M
AS AT                            31-Aug-97                                                   YEAR ENDED DECEMBER 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
                                             BUDGET     BUDGET      PAID       PAID     UNPAID      PLANNED    TOTAL               
ITEM # PROJECT                              CAPITAL     S R&M      CAPITAL     S R&M   COMMITTED  UNCOMMITTED           VARIANCE   
- -----------------------------------------------------------------------------------------------------------------------------------
<C>    <S>                                  <C>        <C>         <C>        <C>        <C>        <C>        <C>      <C>
R&M-1  MODINE HEATERS (15)                   16,913                 18,188                                      18,188    1,276    
R&M-2  ELECTRIC CARTS (2)                    16,913                 13,758                                      13,758   (3,155)   
R&M-3  BOILER REPLACEMENT                    38,000                 37,137                                      37,137     (863)   
- -----------------------------------------------------------------------------------------------------------------------------------
       TOTAL REPAIRS & MAINTENANCE           71,825           0     69,083          0          0           0    69,083   (2,742)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------------------------------------------------------
                                              PROJECT   CANCEL 
ITEM # PROJECT                                COMPLETE RESUBMIT
- ---------------------------------------------------------------
R&M-1  MODINE HEATERS (IS)                    Complete
R&M-2  ELECTRIC CARTS (2)                     Complete
R&M-3  BOILER REPLACEMENT                     Complete
- ---------------------------------------------------------------
       TOTAL REPAIRS & MAINTENANCE          
- ---------------------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>

FOUR SEASONS BILTMORE SANTA BARBARA                   REPORT ON CAPITAL EXPENDITURES & SPECIAL R&M
AS AT                            31-Aug-97                                                   YEAR ENDED DECEMBER 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
                                             BUDGET     BUDGET      PAID       PAID     UNPAID      PLANNED    TOTAL               
ITEM # PROJECT                              CAPITAL     S R&M      CAPITAL     S R&M   COMMITTED  UNCOMMITTED           VARIANCE   
- -----------------------------------------------------------------------------------------------------------------------------------
<C>    <S>                                  <C>        <C>         <C>        <C>        <C>        <C>        <C>      <C>
A&G-1  PBX RENOVATION                         5,000                  3,958                                       3,958    (1,042)   
A&G-2  PHONE SWITCH & CABLING               470,000                637,738                                     637,738   167,738    
A&G-3  PC UPGRADES ACCOUNTING (2)             5,388                  4,118                             1,270     5,387        (0)
A&G-4  LOTUS NOTES & FILE SERVER             14,546                 10,188                   460       3,898    14,546         0
A&G-5  SPECTRUM NE tWORK VERSION              5,388                  2,009                                       2,009    (3,379)   
A&G 6  REMANCO FRONT OF HOUSE                84,045                 87,867                                      87,867     3,822    
                                                                                                                     0         0
- -----------------------------------------------------------------------------------------------------------------------------------
       TOTAL ADMIN & GENERAL                584,366           0    745,877          0        460       5,168   751,505   167,138
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------------------------------------------------------
                                              PROJECT   CANCEL 
ITEM # PROJECT                                COMPLETE RESUBMIT
- ---------------------------------------------------------------
A&G-1  PBX RENOVATION                         Complete
A&G-2  PHONE SWITCH & CABLING                 Complete
A&G-3  PC UPGRADES ACCOUNTING (2)           
A&G-4  LOTUS NOTES & FILE SERVER            
A&G-5  SPECTRUM NETWORK VERSION               Cancel Balance
A&G 6  REMANCO FRONT OF HOUSE                 See FB-2
                                            
- ---------------------------------------------------------------
       TOTAL ADMIN & GENERAL                
- ---------------------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>

FOUR SEASONS BILTMORE SANTA BARBARA                   REPORT ON CAPITAL EXPENDITURES & SPECIAL R&M
AS AT                            31-Aug-97                                                   YEAR ENDED DECEMBER 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
                                             BUDGET     BUDGET      PAID       PAID     UNPAID      PLANNED    TOTAL               
ITEM # PROJECT                              CAPITAL     S R&M      CAPITAL     S R&M   COMMITTED  UNCOMMITTED           VARIANCE   
- -----------------------------------------------------------------------------------------------------------------------------------
<C>    <S>                                  <C>        <C>         <C>        <C>        <C>        <C>        <C>      <C>
                                             50,000                                                      419       419   (49,581)
CO-1   PATIO PAGING SYSTEM                        0                  2,872                                       2,872     2,872  
CO-2   SEWER EJECTOR (BACKORDERED 9/96)           0                  3,341                                       3,341     3,341  
CO-3   LOBBY VITRINE FOR RENTAL                   0                  2,337                 7,029                 9,366     9,366
CO-4   PASTRY AIR CONDITIONING                    0                  5,748                 7,808                13,558    13,556
CO-5   EXECUTIVE OFFICE FAX                       0                  1,826                                       1,826     1,826  
CO-6   ESSPRESSO MACHINES                         0                  8,620                                       8,620     8,620
CO-7   CARPET 10 ROOMS                            0                                                   10,000    10,000    10,000
CO-8                                              0                                                                  0         0
CO-9                                              0                                                                  0         0
CO-10                                             0                                                                  0         0
- -----------------------------------------------------------------------------------------------------------------------------------
       CONTINGENCY 1997 -                    50,000           0     24,744          0     14,837     10,419     50,000       (0)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------------------------------------------------------
                                              PROJECT   CANCEL 
ITEM # PROJECT                                COMPLETE RESUBMIT
- ---------------------------------------------------------------
                                            
CO-1   PATIO PAGING SYSTEM                    See FB-4
CO-2   SEWER EJECTOR (BACKORDERED 9/96)       Complete
CO-3   LOBBY VITRINE FOR RENTAL             
CO-4   PASTRY AIR CONDITIONING              
CO-5   EXECUTIVE OFFICE FAX                   Complete
CO-6   ESSPRESSO MACHINES                   
CO-7   CARPET 10 ROOMS                      
CO-8                                        
CO-9                                        
CO-10                                       
- ---------------------------------------------------------------
       CONTINGENCY 1997 -                   
- ---------------------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>

FOUR SEASONS BILTMORE SANTA BARBARA                   REPORT ON CAPITAL EXPENDITURES & SPECIAL R&M
AS AT                            31-Aug-97                                                   YEAR ENDED DECEMBER 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
                                             BUDGET     BUDGET      PAID       PAID     UNPAID      PLANNED    TOTAL               
ITEM # PROJECT                              CAPITAL     S R&M      CAPITAL     S R&M   COMMITTED  UNCOMMITTED           VARIANCE   
- -----------------------------------------------------------------------------------------------------------------------------------
<C>    <S>                                  <C>        <C>         <C>        <C>        <C>        <C>        <C>      <C>
CFW-1  DUVETS                                 3,242                  4,822                                       4,822    1,580    
CFW-2  ORTEGA FREEMONT COTTAGES              16,063                  2,448                                       2,448  (13,615)   
CFW-3  LACONCHA CARPET                       12,276                 13,390                                      13,390    1,114    
CFW-4  LASALA ARMCHAIR FABRIC/UPIIOL STRY     7,800                  6,302                                       6,302   (1,498)
CFW-5  LEATHER BAR STOOLS                     4,140                    544                 3,634                 4,178       38
CFW-6  LA SALA SERVICE STN SCREEN             1,424                  1,629                                       1,629      205    
CFW-7  WINDOW SHADES LASALA                   4,383                  4,363                                       4,363      (20)   
CFW-8  CORAL CASINO UMBRELLAS                 3,107                                        3,107                 3,107        0
CFW-9  TELEPHONE CONSULTANT                   6,000                                                                  0   (6,000)   
CFW-10 RENOVATION 700'S                       5,000                  6,168                                       6,168    1,168    
CFW-11 CORAL CASINO PANINI MACHINE            1,347                  1,347                                       1,347        0    
- -----------------------------------------------------------------------------------------------------------------------------------
       CARRYFORWARD 1996                     64,782           0     41,012          0      6,741           0    47,753  (17,029)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------------------------------------------------------
                                              PROJECT   CANCEL 
ITEM # PROJECT                                COMPLETE RESUBMIT
- ---------------------------------------------------------------
CFW-1  DUVETS                                 Complete
CFW-2  ORTEGA FREEMONT COTTAGES               Cxl
CFW-3  LACONCHA CARPET                        Complete
CFW-4  LASALA ARMCHAIR FABRIC/UPIIOL STRY   
CFW-5  LEATHER BAR STOOLS                   
CFW-6  LA SALA SERVICE STN SCREEN             Complete
CFW-7  WINDOW SHADES LASALA                   Complete
CFW-8  CORAL CASINO UMBRELLAS               
CFW-9  TELEPHONE CONSULTANT                   Complete
CFW-10 RENOVATION 700'S                       Complete
CFW-11 CORAL CASINO PANINI MACHINE            Complete
- ---------------------------------------------------------------
       CARRYFORWARD 1996                    
- ---------------------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>

FOUR SEASONS BILTMORE SANTA BARBARA                   REPORT ON CAPITAL EXPENDITURES & SPECIAL R&M
AS AT                            31-Aug-97                                                   YEAR ENDED DECEMBER 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
                                             BUDGET     BUDGET      PAID       PAID     UNPAID      PLANNED    TOTAL               
ITEM # PROJECT                              CAPITAL     S R&M      CAPITAL     S R&M   COMMITTED  UNCOMMITTED           VARIANCE   
- -----------------------------------------------------------------------------------------------------------------------------------
<C>    <S>                                  <C>        <C>         <C>        <C>        <C>        <C>        <C>      <C>
                                                                                                                               0
SC-1   POOL SEATING                          26,410                 20,853                             5,235    26,088      (323)
SC-2   PROJECT ARCHITECTURAL DESIGN           8,400                 12,346                                      12,346     3,946
SC-3   PATIO TERRACE FURNITURE               19,000                  7,712                10,729         559    19,000        (0)
SC-4                                              0                                                                  0         0
SC-S                                              0                                                                  0         0
SC-6                                              0                                                                  0         0
SC-7                                              0                                                                  0         0
SC-8                                              0                                                                  0         0
SC-9                                              0                                                                  0         0
SC-10                                             0                                                                  0         0
- -----------------------------------------------------------------------------------------------------------------------------------
       OWNER APPROVED SUPPLEMENTAL
         CAPITAL                             53,810           0     40,910          0     10,729       5,794    57,433     3,623
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------------------------------------------------------
                                              PROJECT   CANCEL 
ITEM # PROJECT                                COMPLETE RESUBMIT
- ---------------------------------------------------------------
                                            
SC-1   POOL SEATING                         
SC-2   PROJECT ARCHITECTURAL DESIGN         
SC-3   PATIO TERRACE FURNITURE              
SC-4                                        
SC-S                                        
SC-6                                        
SC-7                                        
SC-8                                        
SC-9                                        
SC-10                                       
- ---------------------------------------------------------------
       OWNER APPROVED SUPPLEMENTAL
         CAPITAL                            
- ---------------------------------------------------------------
<PAGE>

                                   ADDENDUM H

                MERRILL LYNCH MORTGAGE CAPITAL ENGAGEMENT LETTER
<PAGE>
                                                        [LOGO OF PKF CONSULTING]

Sent via Federal Express

September 26, 1997

Mr. Timothy S. Koltermann
Assistant Vice President
Merrill Lynch Mortgage Capital, Inc.
World Financial Center
North Tower
New York, NY 10281-1326

Re: Hotel Appraisals

Dear Mr. Koltermann:

Pursuant to your request, we are pleased to submit this proposal to perform an
appraisal of the market value of the fee simple estate in the following hotels:

      o     Four Seasons Biltmore - Santa Barbara, California
      o     Four Seasons Hotel - Austin, Texas
      o     Ritz-Carlton Hotel - St. Louis, Missouri

SCOPE OF THE ASSIGNMENT

As we understand it, you are evaluating the refinancing of the above referenced
hotels. Accordingly, this appraisal will be used for loan underwriting and asset
evaluation purposes.

The scope of our work program will include an analysis of each property, the
nature of the markets in which the properties operate, an analysis of the market
position of the hotels, and an estimate of the market value of the fee simple
estate in each facility. The property is to be appraised "as is"; however, we
will alert you if we uncover areas in which we believe a change may be indicated
in the operation of the facilities. Unless otherwise instructed, the date of our
valuation will be the date on which we last inspect the property.

                   ------------------------------------------
                   Member, Pannell Kerr Forster International
<PAGE>

Mr. Timothy S. Koltermann             -2-                     September 26, 1997
================================================================================


PKF CONSULTING

As a point of background, we would like to provide you with a brief overview of
our firm. PKF Consulting is a real estate consulting and appraisal firm with
offices in nine major U.S. cities as well as Hong Kong. As a member of the
Pannell Kerr Forster International Association, we have an additional 250
offices in 75 countries.

The professional staff of PKF Consulting consists of approximately 100
consultants and appraisers, including designated Members of the Appraisal
Institute (MAI), the American Society of Real Estate Counselors (CRE), and the
International Society of Hospitality Consultants (ISHC). In addition, many of
our professional staff are certified general real estate appraisers in the
states in which we actively perform work.

Since its inception, PKF Consulting has placed a special emphasis on serving the
hospitality and real estate industries. This work includes market analyses and
feasibility studies in virtually every major domestic market, providing the firm
with an unsurpassed body of knowledge regarding past and present market
performance. Since 1983, we have also provided market value appraisals for all
types of commercial real estate, with a primary focus on hotels, motels,
resorts, and golf courses. Additionally, we own a data base on U.S. hotel
operating results that extends back to 1935.

Presently, real estate appraisal services represent a significant portion of the
professional services we perform. Our primary clients are financial
institutions, the majority of which require that their appraisals comply with
the requirements of FIRREA.

PKF Consulting serves our United States and international clients from a base of
offices in nine core cities: Boston, New York, Philadelphia, Washington, D.C.,
Atlanta, Los Angeles, Houston, Hong Kong, and San Francisco, our headquarters.

In addition to our long standing expertise in the hotel industry, we would bring
to you in this engagement substantial familiarity with the "North Coast" hotel
market. Within the past twelve months, we have evaluated several hotels within
Sonoma, Humbolt, and Mendocino Counties.

In order to give you an understanding of the depth of our experience, attached
for your review is a partial listing of hotels, resorts and other types of
properties our offices has appraised during the past several years. We have also
attached the qualifications of key individuals who will likely be involved in
the appraisals.

Given the historical role of PKF Consulting in the hospitality industry and our
experience in the local market, we are of the opinion that there is no other
firm that can provide the services available through us.
<PAGE>

Mr. Timothy S. Koltermann             -3-                     September 26, 1997
================================================================================


FORMAT OF THE APPRAISAL

Our appraisal report for each property will be prepared in accordance with and
subject to the Code of Ethics and Standards of Professional Practice of the
Appraisal Institute, the Uniform Standards of Professional Appraisal Practice
(USPAP) as established by the Appraisal Foundation, FIRREA regulations, and the
current regulatory guidelines.

Specifically, this reports will include discussions of the following:

      o     Identification of the real property and property rights appraised
      o     Purpose and use of the appraisal 
      o     Assumptions and limiting conditions of the appraisal
      o     Area demographic and economic characteristics 
      o     Subject property's physical characteristics and operating history
      o     Local real estate taxes and assessment procedures
      o     Highest and best use of the property 
      o     Existing and future supply and demand estimates
      o     Projected market performance of the hotel
      o     Estimated annual operating results for the hotel
      o     Cost Approach, if applicable 
      o     Sales Comparison Approach
      o     Income Capitalization Approach
      o     Reconciliation and final estimate of value 
      o     Certification of value

To insure that the report meets our quality standards, the report will be
reviewed by a Senior Vice President in the firm and our staff MAI. Either the
Senior Vice President or the MAI, or both, will inspect the subject and all of
the comparable facilities and the hotel sales used in the report.

PROFESSIONAL FEES

Based on our understanding of the scope of this engagement, our professional fee
for all three appraisals will be $36,000, plus out-of-pocket expenses, not to
exceed $4,500.

Services beyond those described in the scope of the appraisal, such as changes
in the requirements of the client, are provided at our hourly billing rates, as
described below.
<PAGE>

Mr. Timothy S. Koltermann             -4-                     September 26, 1997
================================================================================


                                                     Hourly
               Staff Level                       Billing Rates
               -----------                       -------------
    Senior and Executive Vice Presidents          $250 - $300
    Vice President                                 175 -  225
    Associate                                      125 -  175
    Consultant                                      85 -  125
                           
As is typical in assignments of this nature, we require a retainer of 50 percent
of the fees, or $18,000, in order to start the engagement. The remainder of our
professional fees plus expenses will be billed to you at the completion of the
engagement. This invoice is due and payable upon receipt.

ANTICIPATED DELIVERY DATE

We understand you will require the values to be communicated by October 13th the
appraisals completed by October 20th, and we are prepared to meet this time
table. We will attempt to have the reports completed by October 17th. Five
original copies of each of the final reports will be provided.

LIMITATIONS OF THE APPRAISAL

The report is subject to the attached Statement Assumptions and Limiting
Conditions.

REQUIRED DOCUMENTS AND INFORMATION

In order to proceed with this assignment, the following documents and
information are required for each hotel.

      1.    Architectural, engineering, grading and landscaping plans as pertain
            to the facility.

      2.    Site plan and/or plat showing building and amenity locations.

      3.    Floor area breakdown (square foot allocation) of various components
            of the improvements.

      4.    Name of appropriate on-site contacts (general manager, controller,
            chief engineer).

      5.    Complete budget for current year with budget notes and details.

      6.    Copy of real estate tax bill for previous two years and current year
            tax bill.
<PAGE>

Mr. Timothy S. Koltermann             -5-                     September 26, 1997
================================================================================


      7.    Historical operating statements for the past three years, including
            year-to-date 1997 operating results.

      8.    Insurance premium costs. Provide coverage amount/limits and
            insurance premiums for current operating year.

      9.    Loan abstracts (details) of existing mortgages, and/or secondary
            financing. If new financing is to be secured, please provide
            details.

      10.   Copies of the ground lease, with all amendments, and any other
            leases (i.e., gift shop, parking garage, equipment, etc.) affecting
            property operations.

      11.   Copies of any licensing (franchise) and management agreements.

      12.   Copy of existing title policy.

      13.   Copies of any previous appraisal report(s) and market studies.

      14.   Information on any pending or past (within three years) transactions
            associated with the property, as well as details on the pending sale
            of the property.

      15.   Current marketing plans.
<PAGE>

Mr. Timothy S. Koltermann             -6-                     September 26, 1997
================================================================================


APPROVAL AND ACCEPTANCE

If this letter correctly states the nature of the work to be undertaken and the
arrangements are satisfactory, please sign the enclosed copy of this letter and
return it to us, together with our requested retainer, as our authorization to
commence the assignment. 

We appreciate the opportunity to submit this proposal and we look forward to
working with you on this very interesting assignment.

                                     Sincerely,

                                     PKF Consulting


                                     /s/ A. Corey Limbach
                                     ---------------------------
                                     A. Corey Limbach
                                     Vice President

APPROVED AND ACCEPTED:


By:    /s/ Edward J. [illegible]
       ----------------------------

Title: Director
       ----------------------------

Date:  9/29/97 - Second Original
       ----------------------------



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

               COMPLETE APPRAISAL OF REAL PROPERTY
               SELF-CONTAINED FORMAT OF REPORT

               Liberty Plaza
               Southwest corner of Liberty Belle Boulevard and
               Franklin Mills Boulevard
               Philadelphia, Pennsylvania

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

               As of April 16, 1997

               Prepared For:

               The Mills Corporation
               1300 Wilson Boulevard - Suite 400
               Arlington, Virginia
               and
               Merrill Lynch
               World Financial Center
               North Tower
               New York, New York 10281

               Prepared By:

               Cushman & Wakefield of Pennsylvania, Inc.
               Valuation Advisory Services
               Two Logan Square, 20th Floor
               Philadelphia, Pennsylvania 19103
<PAGE>

[LETTERHEAD FOR CUSHMAN & WAKEFIELD]                         CUSHMAN &
                                                             WAKEFIELD
                                                    A ROCKEFELLER GROUP COMPANY

November 10, 1997

Ms. Barbara Donovan
Director, Financial Services
The Mills Corporation
1300 Wilson Boulevard, Suite 400
Arlington, Virginia 22209
and
Mr. John Gluszak
Vice President
Investment Banking
World Financial Center
North Tower
New York, New York 10281

Re: Complete Appraisal Of Real Property
    Self-Contained Format
    Liberty Plaza
    Southwest corner of Liberty Belle Boulevard and
    Franklin Mills Boulevard
    Philadelphia, Pennsylvania

Dear Ms. Donovan and Mr. Gluszak:

      In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield of Pennsylvania, Inc. is pleased to transmit our report
estimating the current and prospective future market value of the leased fee
estate in the above referenced real property. The value opinion reported below
is qualified by certain assumptions, limiting conditions, certifications, and
definitions, which are set forth in the report. We would particularly note that
our estimates of value assumes that leases will be signed with Wal-Mart Stores,
Inc. and Giant Food, Inc. under the terms and conditions as will be outlined
later in this report.

      This report was prepared for the Mills Corporation and Merrill Lynch and
it is intended only for the specified use of the client. This appraisal is being
used for or as part of a securitized financing transaction being arranged by
Merrill Lynch. We agree to the distribution of the report to those rating
agencies which Merrill Lynch expects to work with on this transaction provided
the entire report is provided. It may not be distributed to or relied upon by
other persons or entities without written permission of Cushman & Wakefield of
Pennsylvania, Inc.
<PAGE>

Ms. Barbara Donovan
and
Mr. John Gluszak
November 10, 1997

                                  - Page Two -

      This is a complete appraisal prepared in accordance with the Uniform
Standards of Professional Practice of the Appraisal Foundation. The results of
the appraisal are being conveyed in this self-contained report, as agreed. The
appraisal and this report were prepared by Gerald B. McNamara, MAI under the
supervision of Richard W. Latella, MAI.

      As a result of our analysis, we have formed the opinion that the market
value of the leased fee estate in the subject property, As Is, as of April 16,
1997, was:

                           TWENTY ONE MILLION DOLLARS

                                  ($21,000,000)

      Furthermore, as a result of our analysis, we have formed the opinion that
the prospective future market value of the leased fee estate in the subject
property, Upon Completion and At Stabilization as of June 1, 1998, would be:

                TWENTY FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS

                                  ($24,500,000)

      This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.

Respectfully submitted,

CUSHMAN & WAKEFIELD OF PENNSYLVANIA, INC.


/s/ Gerald B. McNamara                         /s/ Richard W. Latella

Gerald B. McNamara, MAI                        Richard W. Latella, MAI
Associate Director                             Senior Director
Valuation Advisory Services                    Valuation Advisory Services
Pennsylvania Certified                         Pennsylvania Certified
General Appraiser #GA-000267-L                 General Appraiser #GA-00103-R
                                               Reviewed and Approved

                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                        SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Name:                               Liberty Plaza

Location:                                    S/W/C Liberty Belle Boulevard and 
                                               Franklin Mills Boulevard
                                             Philadelphia, Pennsylvania

Interest Appraised:                          Leased fee estate

Date of Value:
        As Is  Current Value -               April 16, 1997
        As Stabilized Prospective Value -    June 1, 1998

Date of Inspection:                          April 16, 1997

Ownership:                                   Mills Limited Partnership

Land Area:                                   35.084+/- acres

Zoning: :                                    ASC -Area Shopping Center District

Highest and Best Use:
        If Vacant:                           Retail development
        As Improved:                         Retail development

Proposed Improvements
        Type:                                Single story Power shopping center

        Year Built:                          1989; Renovated in 1994

        Type of Construction:                Steel frame with brick and concrete
                                               block walls and concrete  slab
                                             foundation.

        Net Rentable Area:                   301,138+/- feet

        Condition:                           Average to Good

================================================================================

                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                        Summary of Salient Facts and Conclusions
================================================================================

Operating Data and Forecasts
        Occupancy upon stabilization:         100%
        Projected Rental Rate:
              Wal-Mart                        $6.00/S.F.
              Dick's Sporting Goods.:         $10.50/S.F.
              Service Merchandise.:           $11.00/S.F.
              15,000 + S.F.:                  $12.00/S.F.
              Less Than 15,000 S.F.:          $18.00/S.F.

Value Indicators As Is of April 16, 1997

Sales Comparison Approach                     $21,700,000 - $22,700,000
Income Capitalization Approach:               $21,000,000

Value Conclusion As Is of April 16, 1997:     $21,000,000

Resulting Indicators:
        Price Per S.F. of Rentable Area:      $69.74

Value Indicators Upon Completion and At Stabilization as of June 1, 1998

Sales Comparison Approach                     $24,000,000 - $25,000,000
Income Capitalization Approach:               $24,500,000

Value Conclusion as of June 1, 1998:          $24,500,000

Resulting Indicator:
        Price Per S.F. of Rentable Area:      $81.36

Estimate of Exposure Time:                    We believe, based on the
                                              assumptions employed in our
                                              analysis and based on our
                                              selection of investment parameters
                                              for the property, the value
                                              conclusions represent prices
                                              achievable within nine month's
                                              exposure on the open market.

Special Assumptions:                          Our estimates of value assumes
                                              that leases will be signed with
                                              Wal-Mart Stores, Inc. and Giant
                                              Food, Inc. under the terms and
                                              conditions as will be outlined
                                              later in this report. Please refer
                                              to the complete list of
                                              Assumptions and Limiting
                                              Conditions included at the end of
                                              this report.

================================================================================

                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                 PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================


================================================================================


                               [GRAPHIC OMITTED]


                                Subject Property

================================================================================

================================================================================


                               [GRAPHIC OMITTED]


                                Subject Property

================================================================================

================================================================================


                                      -1-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                 PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================


================================================================================


                               [GRAPHIC OMITTED]


                                Subject Property

================================================================================

================================================================================


                               [GRAPHIC OMITTED]


                              Former Bradlees Space

================================================================================

================================================================================


                                      -2-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                 PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================


================================================================================


                               [GRAPHIC OMITTED]


                              Former Bradlees Space

================================================================================

================================================================================


                               [GRAPHIC OMITTED]


                                Mellon Out Parcel

================================================================================


================================================================================


                                      -3-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
==========================================================================================================================
                                                    Liberty Plaza
                              Liberty Bell Boulevard at Franklin Mills Boulevard
                                             Philadelphia, Pennsylvania
                                                    Rent Roll
- ---------------------------------------------------------------------------------------------------------------------------
Tenant                 Leased Area   Term           Rental Rate                 Overage Rent                  Improvement
                                                                                                              Allowance
- ---------------------------------------------------------------------------------------------------------------------------
<S>                    <C>           <C>            <C>                         <C>                           <C>        
Dick's Sporting Goods  77,586 S.F.   4/96 -         $10.50 (Yrs. 1-5)           3% over $17,606,250           $20.45/S.F.
                                     15 Yrs.        $11.00 (Yrs. 6-10)
                                                    $11.75 (Yrs. 11-15)
- ---------------------------------------------------------------------------------------------------------------------------
Service Merchandise    53,349 S.F.   4/94 -         $11.25/S.F.                 None                          $25.54/S.F.
                                     10.5 Yrs.
- ---------------------------------------------------------------------------------------------------------------------------
Boot Village           5,553 S.F.    4/90 -         $13.05/S.F.                 None                          None
                                     10 Yrs.
- ---------------------------------------------------------------------------------------------------------------------------
Mellon Bank            Pad           7/94-          $18,000/Yr.                 None                          None
                                     12/98
- ---------------------------------------------------------------------------------------------------------------------------
Wal-Mart               149,238 S.F.  10/97 (Est) -  $6.00/S.F.                  1/2 of 1% of sales            None
(Proposed)                           20 Yrs.                                    over the 7th Yr.   
                                                                                with a cap  of
                                                                                $1.00/S.F.
- ---------------------------------------------------------------------------------------------------------------------------
Giant Food             Pad           5/98 (Est.) -  $400,000 (Yrs. 1-5)         None                          None
Proposed                             25 Yrs.        $430,000 (Yrs. 6-10)
                                                    $460,000 (Yrs. 11-15)
                                                    $490,000 (Yrs. 16-20)
                                                    $520,000 (Yrs. 21-25)
==========================================================================================================================
</TABLE>
================================================================================
<PAGE>

                                                                    INTRODUCTION
================================================================================

Identification of the Subject Property

      The subject of this appraisal is Liberty Plaza, a 301,138 square foot
power shopping center located at the southwest corner of Liberty Belle Boulevard
and Franklin Mills Boulevard In Philadelphia, Pennsylvania. The property was
originally constructed as a Carrefour Hypermarket in 1989 and was subsequently
converted to a power center in 1994. Principal tenants include Dick's Sporting
Goods and Service Merchandise.

      Bradlees, which was another major tenant, is in bankruptcy. Bradlees
renounced their lease and vacated the store, effective October, 1996. It is
proposed that Wal-Mart will occupy this space under lease effective September
15, 1997. In addition it is proposed that Giant of Maryland will construct a
supermarket on a ground lease with opening projected by May, 1998. The subject
site contains a total land area of 35.084+/- acres. The property is identified
by the City of Philadelphia's Tax Assessor's Office as Ward 88 Book 2 Number
691000 (4501 Woodhaven Road).

Property Ownership and Recent History

      Title to the subject property is held by Mills Limited Partnership which
acquired the property from Carrefour (USA) Properties, Inc. in April 1994 for a
reported consideration of $17,750,000. At the time of sale, the property was a
vacant store which was subsequently converted to a power center.

      The subject property is currently leased to three tenants occupying
134,488 square feet or 45 percent of the gross leaseable area. Additionally,
Mellon Bank operates a 500+/- square foot drive-through bank on a pad site. A
lease is outstanding to Wal-Mart to occupy the entire 149,328 square foot former
Bradlees lease in an As Is condition for a rent of $6.00 per square foot. In
addition, Wal-Mart would pay percentage rent of 1/2 of 1 percent of sales over
the base in the seventh year with a cap of $1.00 per square foot. Further, there
is a lease outstanding to Giant Food, Inc. for a pad lease for a 20 year term at
$400,000 per year, increasing by $30,000 every five years. Giant Food intends to
build a 55,797 square foot supermarket on this site. Remaining to be leased is a
15,412 square foot space between Service Merchandise and Dicks Sporting Goods. A
summary rent roll is included on the opposing page.

      We would note that Bradlees had sub-leased a portion of their space to a
karate store. However, we are informed by ownership that this lease will be
expunged before Wal-Mart occupies their space. Therefore, no consideration was
given to the sub-lease tenant.

Purpose, Function, and Scope of the Appraisal

      The purpose of this appraisal is to estimate the market value of the
leased fee estate for the subject property As Is of April 16, 1997 as well as
the prospective future value estimate of the leased fee estate of the subject
property As Completed and Stabilized as of June 1, 1998. This report is to
function as a supporting document in the potential financing of the subject
property. The scope of our appraisal process included:

================================================================================


                                      -4-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                    Introduction
================================================================================

o     A detailed physical inspection of the subject property.

o     A study of current regional economic trends, nearby neighborhood
      influences and local market characteristics.

o     Interviewed representatives of ownership and the property management
      company.

o     Reviewed leasing policy, concessions, tenant build-out allowances and
      history of recent rental rates and occupancy with Mills Corporation
      personnel.

o     Reviewed a detailed operating history and a budget forecast for 1997.

o     Conducted market research of occupancies, asking rents, concessions and
      operating expenses at competing retail properties, including interviews
      with on-site managers and a review of our own data base from previous
      appraisal files.

o     Reviewed trade area specific data for the property as prepared by Equifax
      National Decision Systems.

o     Conducted market inquiries into recent sales of similar power centers to
      ascertain sale prices per square foot and capitalization rates.

o     Reviewed all tenant lease abstracts.

o     Estimated market rental rates, absorption, and stabilized income and
      expenses for the subject based on available market data and the current
      market thinking relative to growth in market rents and market absorption.

o     A development of the Income Capitalization and Sales Comparison Approaches
      to the valuation of real property with a reconciliation of the results
      into a final estimate of market value for the subject. As purchase
      decisions on real property like the subject are not being based upon the
      cost of obtaining a site and constructing improvements with equal
      desirability and utility, the Cost Approach was not utilized in this
      analysis.

      For this assignment, a complete appraisal of the subject property was
performed with the results conveyed in this self-contained report. A complete
appraisal involves an estimate of market value without any departure from the
Uniform Standards of Professional Appraisal Practice maintained by the Appraisal
Foundation. A self-contained report makes a comprehensive presentation of the
data and analyses which serve as the basis of our conclusion of value for the
subject property.

Interest Appraised and Date of Value

      This appraisal concerns itself with the market value of the leased fee
estate in the subject property As Is of September 1, 1996 as well as the as well
as the prospective future market value of the leased fee estate of the subject
property upon completion and stabilized occupancy projected for June 1, 1998. On
April 16, 1997, Gerald B. McNamara, MAI of Cushman & Wakefield of Pennsylvania,
Inc., inspected the subject property. Richard W. Latella, MAI of Cushman &
Wakefield of New York, Inc., has also inspected the property. This appraisal
report is prepared as of November 10, 1997.

================================================================================


                                      -5-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                    Introduction
================================================================================

      Gerald B. McNamara is certified by the Commissioner of Professional and
Occupational Affairs of the Commonwealth of Pennsylvania as a General Appraiser.
Certificate #GA-000267-L was re-issued to him on June 15, 1995 and will expire
on June 30, 1997. Richard W. Latella is also certified by the Commissioner of
Professional and Occupational Affairs of the Commonwealth of Pennsylvania as a
General Appraiser. Certificate #GA-00103-R was re-issued to him on June 15, 1995
and will expire on June 30, 1997. Copies of these certificates are included
among the Addenda to this report.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

      The definition of market value utilized in this report is taken from the
Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation
as follows:

      The most probable price which a property should bring in a competitive and
      open market under all conditions requisite to a fair sale, the buyer and
      seller, each acting prudently and knowledgeably, and assuming the price is
      not affected by undue stimulus. Implicit in this definition is the
      consummation of a sale as of a specified date and the passing of title
      from seller to buyer under conditions whereby:

            1.    Buyer and seller are typically motivated;
            2.    Both parties are well informed or well advised, and acting in
                  what they consider their own best interests;
            3.    A reasonable time is allowed for exposure in the open market;
            4.    Payment is made in terms of cash in U.S. dollars or in terms
                  of financial arrangements comparable thereto; and
            5.    The price represents the normal consideration for the property
                  sold unaffected by special or creative financing or sales
                  concessions granted by anyone associated with the sale.

      Under Paragraph 3 of the above Definition of Market Value, the value
estimate presumes that "a reasonable time is allowed for exposure in the open
market". According to Statement on Appraisal Standards #6 of the Appraisal
Foundation, Exposure Time is defined as "the estimated length of time the
property interest being appraised would have been offered on the market prior to
the hypothetical consummation of a sale at the market value on the effective
date of the appraisal. It is a retrospective estimate based upon an analysis of
past events assuming a competitive and open market". Thus, Exposure Time is
presumed to precede the effective date of the appraisal. Based upon the analysis
which is detailed elsewhere in this report, we estimate a reasonable Exposure
Time to have been nine months for a property like the subject at the concluded
opinion of value reported.

      The definitions of the interests appraised which are utilized in this
report are taken from The Dictionary of Real Estate Appraisal, Third Edition
(1993), published by the Appraisal Institute (formerly the American Institute of
Real Estate Appraisers), as follows:

      Leased Fee Estate

      An ownership interest held by a landlord with the right of use and
      occupancy conveyed by lease to others; the rights of lessor or the leased
      fee owner and leased fee are specified by contract terms within the lease.

================================================================================


                                      -6-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                    Introduction
================================================================================

      Finally, the definitions of other pertinent terms taken from another
source for this report is as follows:

      Market Value As Is on Appraisal Date

      Value of the property appraised in the condition observed upon inspection
      and as it physically and legally exists without hypothetical conditions,
      assumptions, or qualifications on the effective date of appraisal.

      Market Rent

      The rental income that a property would most probably command on the open
      market.

      Prospective Value Estimate

      A forecast of value expected to occur at a specified future date. A
      prospective value estimate is most frequently utilized in connection with
      real estate projects that are proposed, under construction, under
      conversion to a new use, or that have otherwise not achieved sellout or
      stabilized level of long term occupancy at the time the appraisal report
      is written.

Legal Description

      A legal description of the subject property was not provided to the
appraisers of this report.

================================================================================


                                      -7-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               REGIONAL ANALYSIS
================================================================================

Philadelphia Metropolitan Area

      The subject property is located in on the northern border of the City of
Philadelphia, the urban center of the Philadelphia Metropolitan Area. The
Philadelphia Metropolitan Area, itself, encompasses over 3,500 square miles
through the counties immediately surrounding the city in both Pennsylvania and
New Jersey. The greater metropolitan area is actually part of a larger economic
and geographic entity known as the Delaware Valley, which extends from Trenton,
New Jersey at the north to Wilmington, Delaware at the south. The Delaware
Valley is a closely integrated market which pervades the many political
subdivisions incorporated in it.

Population

      According to the most recent estimate of the Federal Census Bureau, the
Philadelphia Metropolitan Area has the fourth largest population in the nation
after Los Angeles, New York, and Chicago. The currently reported population of
about five million represents a .4 percent increase over that counted in 1990.
The statistics indicated population growth in the suburban counties surrounding
Philadelphia, with a decline in the city itself. The current population of the
City of Philadelphia is reported to be about 1.522 million, a decrease of
approximately four percent since 1990. These statistics are significant in that
demographers believe population growth is directly tied to employment growth.

================================================================================

                              Population Statistics
                         Philadelphia Metropolitan Area
                                 (In Thousands)

================================================================================
                                                     %                       % 
         County             1980       1990       Change       1995       Change
================================================================================
Bucks                       483.8      541.2     + 11.9%       570.6      + 5.4%
- --------------------------------------------------------------------------------
Chester                     320.1      376.4     + 17.6%       399.7      + 6.2%
- --------------------------------------------------------------------------------
Delaware                    552.2      547.7      - 0.8%       548.2       + .1%
- --------------------------------------------------------------------------------
Montgomery                  644.6      678.1      + 5.2%       703.2      + 3.7%
- --------------------------------------------------------------------------------
Philadelphia              1,668.2    1,585.6      - 5.0%     1,521.5      - 4.0%
- --------------------------------------------------------------------------------
Burlington                  366.0      395.1      + 8.0%       400.8      + 1.4%
- --------------------------------------------------------------------------------
Camden                      472.8      502.8      + 6.4%       506.6       + .8%
- --------------------------------------------------------------------------------
Gloucester                  202.1      230.1     + 13.9%       243.1      + 5.7%
- --------------------------------------------------------------------------------
Salem                        65.0       65.3      + 0.5%        64.6      - 1.1%
================================================================================
Total Metropolitan Area   4,774.8    4,922.3      + 3.1%     4,958.3       + .7%
================================================================================
Source:  U.S. Census Bureau
================================================================================

Employment

      The traditional economic base of the region was once heavy manufacturing.
Concurrent with national trends, the regional economy has now shifted toward a
skilled/service oriented base. Approximately 33 percent of the region's 2.15+/-
million employees in the wage and salary workforce are now employed in the
service industries, as contrasted with the approximate 15 percent employed in
manufacturing. Furthermore, another 22 percent of the region's workforce is
employed in the wholesale and retail trades, while only 14 percent is employed
by government.

================================================================================


                                      -8-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

================================================================================

                         Philadelphia Metropolitan Area
                          January Employment Statistics
                                 (In Thousands)

================================================================================
                                   1990     %      1995      %   Variance   %
================================================================================
Manufacturing                      358.6   16.3    311.8   14.5  - 46.8  - 13.1
- --------------------------------------------------------------------------------
Construction & Mining               95.4    4.3     73.9    3.4  - 21.5  - 22.5
- --------------------------------------------------------------------------------
Transportation, Communication &                                 
Utilities                           99.0    4.5    104.5    4.9   + 5.5   + 5.6
- --------------------------------------------------------------------------------
Wholesale & Retail Trades          508.0   23.1    482.8   23.5  - 25.2   - 5.0
- --------------------------------------------------------------------------------
Finance, Insurance & Real Estate   167.6    7.6    155.1    7.2  - 12.5   - 7.5
- --------------------------------------------------------------------------------
Services                           659.1   30.1    717.5   33.4  + 58.4   + 8.9
- --------------------------------------------------------------------------------
Government                         308.4   14.1    303.3   14.1   - 5.1   - 1.7
- --------------------------------------------------------------------------------
Total Wage & Salary Employment   2,196.1  100.0  2,148.9  100.0  - 47.2   - 2.2
- --------------------------------------------------------------------------------
Total Civilian Labor Force       2,409.0         2,397.6         - 11.4   - 0.5
- --------------------------------------------------------------------------------
Unemployment                       114.1           143.5         + 29.4  + 25.8
- --------------------------------------------------------------------------------
Unemployment Rate                    4.7%                           6.0%       
================================================================================
Source:  Pennsylvania Department of Labor and Industry
================================================================================

      According to a recent study by the Federal Reserve Bank of Philadelphia,
the Philadelphia metropolitan area had the weakest economy of any labor market
in the Tri State area (Pennsylvania, New Jersey and Delaware) in 1995. Job
levels declined .5 percent even though the employment rate remained relatively
steady. All of the net job loss was in the City of Philadelphia, while in the
suburbs, job growth was an anemic .1 percent.

      However, the regional economy has improved in 1996 with most sectors
enjoying healthy growth. Manufacturing output turned sharply upward, although
manufacturing employment remained weak. Residential construction has turned up
sharply. Retail sales in the region are growing a little faster than national
figures, with sales of durable goods leading the way. Bank lending has been
flat. Every sector in the Tri-State area registered gains in employment in the
second quarter with the exception of manufacturing and transportation. Growth in
the region is expected to be somewhat weaker in the third and fourth quarters
and to remain slower than the nation's for the remainder of the year. Inflation
remains in check in the region.

      While only the strongest of manufacturing companies remain in the region,
economic leadership is now shared with companies in health care, information
processing, pharmaceuticals, education, banking and insurance. A listing of the
ten largest employers in Philadelphia County alone bears out this observation.
Note that the total civilian labor force, which includes self-employed workers,
has generally remained the same since 1990. Wage and salary positions, though,
have declined somewhat.

================================================================================


                                      -9-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

================================================================================

                         Philadelphia Metropolitan Area
                          January Employment Statistics
                                 (In Thousands)

================================================================================
                                      1992      1994  Change     1996    Change
- --------------------------------------------------------------------------------
Manufacturing                         318.2    310.1   -2.6%     301.2   -2.9%
- --------------------------------------------------------------------------------
Construction & Mining                  67.1     71.1   +6.0%      68.3   -3.9%
- --------------------------------------------------------------------------------
Transportation, Communication & 
 Utilities                             98.9    102.2   +3.3%     101.6   -0.6%
- --------------------------------------------------------------------------------
Wholesale & Retail Trades             475.9    464.8   -2.3%     482.7   +4.0%
- --------------------------------------------------------------------------------
Finance, Insurance & Real Estate      156.6    154.6   -1.3%     152.1   -1.6%
- --------------------------------------------------------------------------------
Services                              668.8    697.6   +4.3%     719.8   +3.2%
- --------------------------------------------------------------------------------
Government                            300.3    302.1   +0.6%     299.7   -0.8%
- --------------------------------------------------------------------------------
Total Wage & Salary Employment      2,085.8  2,102.5   +0.8%   2,125.4   +1.1%
- --------------------------------------------------------------------------------
Total Civilian Labor Force          2,426.0  2,403.2   -0.9%   2,378.1   -1.0%
- --------------------------------------------------------------------------------
Unemployment                          168.0    142.6             137.3
- --------------------------------------------------------------------------------
Unemployment Rate                      6.9%     5.9%              5.8%
================================================================================
Source:  Pennsylvania Department of Labor and Industry
================================================================================

      According to the Pennsylvania Department of Labor and Industry, the July,
1996 unemployment rate in the nine county Philadelphia Metropolitan Area was 5.2
percent, as compared to 5.1 percent for the Commonwealth of Pennsylvania and 5.4
percent for the nation as a whole. For the city of Philadelphia, the
unemployment rate for July was 4.6 percent.

================================================================================

                          Largest Non-Public Employers
                               Philadelphia County

================================================================================
             Employer           Local Employees      Product or Service
================================================================================
University of Pennsylvania           10,900     Education; Research; Health Care
- --------------------------------------------------------------------------------
Thomas Jefferson University          7,400      Education; Research; Health Care
- --------------------------------------------------------------------------------
CoreStates Financial Corporation     6,100      Banking; Financial Services
- --------------------------------------------------------------------------------
Bell Atlantic                        5,600      Telecommunications
- --------------------------------------------------------------------------------
Allegheny Health                     5,100      Education; Health Care
- --------------------------------------------------------------------------------
Aramark, Inc.                        4,600      Food Services
- --------------------------------------------------------------------------------
Einstein Healthcare                  4,200      Education; Health Care
- --------------------------------------------------------------------------------
Cigna Corporation                    4,100      Insurance, Financial Services
- --------------------------------------------------------------------------------
ConRail, Inc.                        3,800      Rail Freight Transportation
- --------------------------------------------------------------------------------
PECO Energy Company                  3,400      Public Utility
================================================================================
Source:  Philadelphia Business Journal
================================================================================

Income

      The median effective household buying income or disposable income after
federal taxes in the Philadelphia Metropolitan Area is currently estimated to be
$39,470 or 28th of the 320 metro markets surveyed. This compares to $33,333 for
the Commonwealth of Pennsylvania, $42,247 for the state of New Jersey and
$32,238 for the United States as a whole. Philadelphia ranks last in current
median household income level in the Metropolitan Area at $27,542 per household.

================================================================================


                                      -10-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

================================================================================

                                Income Statistics
                         Philadelphia Metropolitan Area

================================================================================
                                       
                                       Effective Buying                   
                                          Income (In             Median   
   County            Households            Thousands)        Household EBI 
Bucks                  203,700            $11,424,599           $48,814
- --------------------------------------------------------------------------------
Chester                143,400              9,732,884            55,798
- --------------------------------------------------------------------------------
Delaware               202,900             10,359,964            42,366
- --------------------------------------------------------------------------------
Montgomery             269,700             16,369,926            47,723
- --------------------------------------------------------------------------------
Philadelphia           571,500             20,080,366            27,542
- --------------------------------------------------------------------------------
Burlington             140,600              7,341,632            44,967
- --------------------------------------------------------------------------------
Camden                 178,900              8,049,714            37,788
- --------------------------------------------------------------------------------
Gloucester              83,900              3,700,926            39,978
- --------------------------------------------------------------------------------
Salem                   23,500              1,019,275            38,123
================================================================================
Total                1,818,100            $88,079,286           $39,470
================================================================================
Source: Sales & Marketing Management
================================================================================

Linkages

      The Philadelphia Metropolitan Area benefits from an admirable
transportation system linking the region to the rest of the nation and points
throughout the world. The Port of Philadelphia is one of the largest fresh water
ports in the country. The Philadelphia International Airport provides service to
most major North American cities and many European destinations. From its
central location in the heart of the eastern megalopolis, excellent highway and
rail accessibility is also available.

Cultural, Educational and Recreational Resources

      Educational opportunities abound throughout the region, with twelve major
colleges and universities located here. There are also four teaching medical
college hospitals in the Philadelphia area. As the nation's fourth largest urban
center and first capital, cultural and recreational activities available to the
populace are widely diverse.

Conclusions

      The central core of this metropolitan area, the City of Philadelphia,
continues to experience a fiscal crisis precipitated by a diminishing tax base
and the increased need for new and costly municipal services. However, the
current administration and council are now cooperating to promote fiscal
responsibility which is creating a positive response among many. On the other
hand, the surrounding suburban counties have been the focus of the region's
population and job growth over the last decade. This trend is expected to
continue into the next century.

================================================================================


                                      -11-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

      Overall, the Philadelphia Metropolitan Area is an older, densely developed
region with a mature economy which can only be expected to grow less and at a
slower pace in the months and years to come. Taxes and labor costs throughout
the Northeastern United States are higher than elsewhere so that there are fewer
opportunities for low cost start-up companies. Fortunately, the patchwork of
existing small to mid-sized companies in the Philadelphia Metropolitan Area
should protect this region from the severe economic shocks seen in many single
industry towns.

      Thus, over the long term, the Philadelphia Metropolitan Area benefits from
a diversified economic base which should protect the region from the effects of
wide swings in the economy. The region's strategic location along the eastern
seaboard and its reputation as a major business center should further enhance
the area's long term outlook. The region's real estate market is beginning to
give way to some optimism as availabilities are slowly absorbed through the
current economic expansion. It is our conclusion that the long term trends of
the region should eventually exert positive influences on the values of well
located and well designed real property.

Summary

      o     Philadelphia is the fifth largest city in the country but, due to
            the population of its suburbs, it is the fourth largest metropolitan
            area. Just by sheer size, the region represents a broad marketplace
            for all commodities including real estate.

      o     The region's economy is diversified with the service industries now
            the largest single sector; manufacturing has stabilized after three
            decades of decline. The region's economy is now growing though the
            number of people employed is about the same as it was three years
            ago due to new business technologies which increase productivity.
            This has served to lessen demand for most types of space in the
            Philadelphia Metropolitan Area.

      o     Regional economic trends point toward an era of modest growth which,
            over time, should eventually alleviate the current imbalance between
            supply and demand for most types of real property. However, only
            those with a desirable location and functional design will
            outperform inflation in the general economy.

================================================================================


                                      -12-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                  [MAP OMITTED]


================================================================================
<PAGE>

                                                           NEIGHBORHOOD ANALYSIS
================================================================================

Northeast Philadelphia and Bensalem Township

      The subject property lies Parkwood neighborhood of Northeast Philadelphia
and immediately south of the border between Northeast Philadelphia and Bensalem
Township in Bucks County, Pennsylvania, approximately fifteen miles northeast of
Philadelphia's central business district. Parkwood is a densely populated
residential area of the city which was developed in the Fifties and early
Sixties

      Northeast Philadelphia extends from Bridge Street at the southern end to
the Poquessing Creek and Bucks County at the northern end, and from Montgomery
County in the west to the Delaware River in the east. Northeast Philadelphia has
evolved from a predominately rural area into a densely populated community.
Approximately one quarter of a million people now live in this area which is now
nearly 100 percent developed. This growth in population was basically brought
about by the migration of younger families seeking to escape the overcrowding
and decay of other older sections of the city. If Northeast Philadelphia were
severed from the rest of Philadelphia, it would become the third largest city in
Pennsylvania in terms of population.

      Northeast Philadelphia is primarily a residential community. The principal
residential dwelling unit is the attached, "row", or townhouse unit. The
Northeast section of the city is characterized by densely populated residential
developments. There are also semi-detached and detached, single family dwellings
with higher average values than townhouse units. An adequate supply of rental
housing is also available, including a large number of garden apartments. Homes
are generally well kept, pride of ownership is obvious, and the entire area is
considered to be largely stable.

      In conjunction with this population growth, commercial land uses evolved
along the main traffic arteries which circulate through Parkwood and the other
sections of Northeast Philadelphia. Major regional retail land uses include
Roosevelt Mall, Northeast Tower Center and the Franklin Mills Mall. Within
Northeast Philadelphia there are also numerous commercial districts catering
essentially to pedestrian traffic. These are mainly found along the parts of
Torresdale Avenue, Frankford Avenue, Cottman Avenue, Bustleton Avenue, Castor
Avenue and Rising Sun Avenue.

      Along with this population explosion has come a corresponding influx
industry into Northeast Philadelphia capitalizing on the newly relocated labor
force of young, skilled and semi-skilled workers. Presently, Northeast
Philadelphia represents one of the more concentrated industrial sections of the
city. Within a several miles radius of the subject are located numerous
industrial parks and designated industrial districts which form the economic
base of this area. The largest of these is the Philadelphia Industrial Park
located approximately three miles east of the subject property.

================================================================================


                                      -13-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                        Neighborhood Description
================================================================================

      Contributing greatly to the neighborhood's desirability is the area's
excellent highway and transportation systems. Roosevelt Boulevard is one of the
major traffic arteries which traverses Northeast Philadelphia and connects with
the Schuylkill Expressway (Interstate 76) to the south and the Philadelphia
Interchange of the Pennsylvania Turnpike to the north. The Delaware Expressway
(Interstate 95), the other major traffic artery in the area, connects to Center
City Philadelphia to the south, and Trenton and New York to the north. Woodhaven
Road (Route 63) is a limited access highway for a part of its length connecting
the Roosevelt Boulevard with Interstate 95.

      Public transportation is excellent with the Southeastern Pennsylvania
Transportation Authority (SEPTA) providing bus and commuter rail service
throughout the area. Rail freight is available through ConRail. Located at Grant
Avenue, within the center of the Philadelphia Industrial Park, is North
Philadelphia Airport. This is principally a private and executive-oriented
facility, but one which does provide commuter service to Philadelphia and Newark
International Airports.

      As noted, the subject property is located immediately south of the border
between Philadelphia and Bensalem Township in Bucks County. Bucks County
geographically encompasses 610 square miles. Located north of Philadelphia, the
county is divided into 54 municipalities, each possessing the powers of police
and taxation. Bensalem Township, which is located on the southeastern boundary
of the county, is bordered by the City of Philadelphia to the south, the
Delaware River, Bristol Township and Bristol Borough to the east, Lower
Southampton Township to the west and Pendel Borough and Middletown Township to
the north. The 1990 population figures for the township were 56,788, up 8.4
percent since the 1980 census.

      The growth of Bensalem Township is directly attributable to the excellent
transportation system which serves it. Interstate 95, which traverses the
township, links Bensalem Township to Philadelphia on the south and Trenton, New
Jersey to the north. Access to the Pennsylvania Turnpike, leading to New Jersey
to the east and Ohio tot the west, is two miles northwest of the subject at U.S.
Route 1. U.S. Route 1 provides access to Philadelphia to the south and Trenton
to the north. Routes 132, 413 and 513 also serve the township.

      Residential uses in Bensalem Township vary widely and include attached,
semi-detached and detached single family dwellings as well as garden apartments
and condominiums. The total housing stock of over 15,000 units represents an
increase of approximately 56 percent since 1980.

      A wide variety of commercial and office uses are located in Bensalem
Township primarily along Street Road and Route 1. Located here are a variety of
community and strip shopping centers as well as the Neshaminy Mall, a 950,000
square foot regional mall anchored by Sears, Boscov's and Strawbridge's. In
addition, Federal Realty Investor's Trust has recently announced plans to
construct a 688,000 square foot retail center to be named Gateway Center on a
196 acre tract located on the north side of Street Road, west of its interchange
of I-95. This mixed use development would contain 200 hotel rooms, a 115,000
square foot entertainment center and a 60,000 square foot assisted living
facility. This proposal was presented to the Bucks County Planning Commission in
July, 1996 and a lengthy approval process is anticipated.

================================================================================


                                      -14-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                        Neighborhood Description
================================================================================

      Light industrial development in Bensalem Township was fostered by the
completion of Interstate 95 in this area in the early 1970's. This area was the
first to be developed with industrial parks which attracted businesses from
Philadelphia by offering a suburban location with good highway access to the
city without the city's onerous tax climate found there. Major industrial park
developments in Bensalem Township include the Expressway 95 Industrial Park,
Riverview Industrial Park, Metropolitan Industrial Park, and Bridgewater
Industrial Park, among others.

      The area immediately surrounding and directly influencing the subject
consists of the retail commercial uses of Franklin Mills as well as peripheral
outparcel development. Franklin Mills is a 1.736 million square foot regional
mall, anchored by JC Penney, Boscov's, Burlington Coat Factory, Spiegel and
Marshall's. The mall is surrounded by freestanding stores occupied by Sam's
Wholesale Club, Toys R Us and General Cinema. Immediately west of the subject is
the Philadelphia Design Center, a strip center anchored by Hechingers and with
in-line tenants oriented towards home furnishings. Two outparcels adjoining the
subject site are currently being developed with a Don Pablo Restaurant and a
Burger King. Surrounding the mall are residential subdivisions of detached
single family, twins and rowhomes as well as several multifamily apartment
complexes. The subject neighborhood has easy access to major highways including
Interstate 95, U.S. Route 1 and the Pennsylvania Turnpike.

      The subject property was originally constructed as a Carrefour Hypermarket
in 1989 and subsequently converted to multi-tenant retail use in 1994. The
current major tenants at the subject include Dick's Sporting Goods and Service
Merchandise. However, it is projected that Wal-Mart will be occupying the former
Bradlees store in this center by the Fall of 1997. Additionally, a portion of
the site will be land leased to Giant Food for construction of a 55,797 square
foot supermarket.

Summary

      In summary, the subject property is situated in a largely built-up
location in the Northeast section of Philadelphia and immediately adjacent to
the suburban community of Bensalem Township. The area boosts a widely diverse
mix of residential, commercial and light industrial uses. This populous area
also benefits from being within the fourth largest urban area and the fifth
largest city in the country.

o     The immediate neighborhood of the subject is characterized by a variety of
      land uses typical to an urban neighborhood.

o     For retail development such as the subject, the advantages of this
      neighborhood include the density of population and good highway access.

o     The disadvantages of this neighborhood relative to suburban locations
      include declining municipal services and an onerous employee wage tax.

o     The general trend or the neighborhood appears to be stable.

================================================================================


                                      -15-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 MARKET ANALYSIS
================================================================================

Power Centers

      A Power Center may be generally defined as a grouping of retail stores
where 75 to 85 percent of its gross leasable area (GLA) is occupied by anchor
tenants. At the subject property, 95 percent of the gross leasable area will be
occupied by tenants of 20,000 or more square feet. According to a recent survey
by The National Research Bureau, there were 461 Power Centers in the United
States by year end 1995, up from 287 in 1994 and 233 in 1993. An additional 42
new centers are to be constructed in 1996.

      Most closely resembling a community center in design and merchandising
emphasis, power centers generally total a minimum of 250,000 square feet and
have at least one discount department store or warehouse club anchor tenant
measuring 100,000 square feet. Most often there are also four or five
category-specific anchor tenants of 25,000 square feet or more which emphasize
merchandise such as consumer electronics, sporting goods, office supplies, home
furnishings and personal computer hardware and software. Small shop space is
typically restricted to about ten percent of the gross leasable area.

      Power centers are constructed in an open air strip in either an L or U
shape near a concentration of retail development and frequently in close
proximity to a regional mall. Most power centers are constructed as new
developments. However, many times other forms of retail centers, such as
community and regional centers, are redeveloped or repositioned with a discount
focus.

      Economic characteristics also distinguish power centers from other forms
of retail development in that they have a high proportion of anchor space and
anchor leases that often provide for only one or two rent increases over the
lease term thereby limiting the store's income potential. Few have percentage
rent clauses and those that do generally stipulate very high breakpoints thus
limiting rental increases in concert with increases in sales. The impetus to
develop power centers with such limited upside potential is based on anticipated
long term stable income derived from the strength of the anchor tenants' credit
which can provide a higher yield to investors than that provided by the same
company's corporate debt.

      As a result of the financial structure of power centers, a high quality
location is critical to their success. It is also critical for potential future
redevelopment of the site as retail trends change over time.

Retail Structure

      Power Centers are very frequently constructed near interstate highways and
often in close proximity to a regional mall. Such is the case with the subject
which is located near at an interchange of I-95 and opposite Franklin Mills. The
1,737,000 square foot Franklin Mills was constructed in 1989 and is anchored by
JC Penney, Burlington Coat Factory and Boscov's. Additionally, there is a
freestanding Sam's Wholesale Club located adjacent to the center.

================================================================================


                                      -16-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                [GRAPHIC OMITTED]

                               MAP OF PHILADELPHIA
<PAGE>

                                                                 Market Analysis
================================================================================

Competitive Center #1
Location:                                     The Court at Oxford Valley
                                              E/S Oxford Valley Road
                                              Falls Township
                                              Bucks County, PA

================================================================================


                               [GRAPHIC OMITTED]


================================================================================

      The Court at Oxford Valley is a 430,000+/- square foot Power Center plus a
freestanding 130,000+/- square foot Home Depot store which opened opposite the
Oxford Valley Mall in 1996. Major tenants include Dicks Sports, Home Place and
Best Buy. A summary of recent lease transactions for this center is included on
the opposing page.

================================================================================


                                      -17-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

Competitive Center #2
Location:                               Northeast Tower Center
                                        Roosevelt Boulevard and Tower Boulevard
                                        Philadelphia, PA

================================================================================


                               [GRAPHIC OMITTED]


================================================================================

      The Northeast Tower Center is a 505,000+/- square foot Power Center which
is being developed on the 47.97 acre former Sears warehouse distribution site.
The 3,100,00+/- square foot former Sears store and distribution center was sold
to the Rubin Company which demolished the improvements in 1994. To date, the
Northeast Tower Center has been developed with a Home Depot, Pep Boys, Staples,
Old Navy. plus two restaurants. A 109,000 square foot Bradlees store was under
construction when Bradlees declared bankruptcy in June, 1995. Service
Merchandise had an agreement to purchase a 3.52+/- acre site to build a
54,000+/- square foot store at this center but canceled. Ownership reports that
they are in discussions with a 60,000+/- supermarket, a 50,000+/- electronics
store and a pet food store.

================================================================================


                                      -18-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

================================================================================
                            Recent Lease Transactions
                               East Gate Square -
                       Mt. Laurel and Moorestown Township
                              Burlington County, NJ
================================================================================
       Tenant                Term     Leased Area          Rent/S.F.
- --------------------------------------------------------------------------------
                                                      $15.00 (Yrs. 1-5)
Best Buy                     1997      45,000 S.F.    $16.00 (Yrs. 6-10)
                           20 Years                   $17.00 (Yrs. 11-15)
                                                      $18.00 (Yrs. 16-20)
- --------------------------------------------------------------------------------
                                                      $18.00 (Yrs. 1-5)
Barnes & Noble               1997      30,000 S.F.    $20.16 (Yrs. 6-10)
                           15 Years                   $22.57 (Yrs. 11-15)
- --------------------------------------------------------------------------------
                                                      $15.00 (Yrs. 1-5)
PetsMart                     1997      28,186 S.F.    $16.00 (Yrs. 6-10)
                           20 Years                   $17.00 (Yrs. 11-15)
                                                      $18.00 (Yrs. 16-20)
- --------------------------------------------------------------------------------
Old Navy Clothing Store      1995         20,000      $14.50 (Yrs. 1-5)
                           10 Years                   $17.00 (Yrs 6-10)
                                                      $20.00 (Yrs. 11-15)
- --------------------------------------------------------------------------------
Mikasa Dinnerware Plus       1995         12,574      $17.50 (Yrs. 1-5)
                           10 Years                   $18.50 (Yrs. 6-7)
                                                      $19.25 (Yrs. 8-10)
                                                      $21.25 (Yrs. 11-16)
- --------------------------------------------------------------------------------
                                                      $13.00 (Yrs. 1-5)
AC Moore                     1993       20,000 SF     $13.00 (Yrs. 6-10)
                           10 Years                   $14.00 (Yrs. 11-15)
- --------------------------------------------------------------------------------
                                                      $12.00 (6/11/93-6/30/98)
Office Max                   1993       30,625 SF     $13.00 (7/1/98-6/30/03)
                           15 Years                   $14.00 (7/1/03-6/30/08)
- --------------------------------------------------------------------------------
                                                      $12.00 (Yrs. 1-5)
Linens N' Things             1993         30,096      $13.00 (Yrs. 6-10)
                           10 Years                   $15.60 (Yrs. 11-15)
- --------------------------------------------------------------------------------
                                                      $13.37 (7/31/98-7/31/98)
CompUSA                      1993         25,485      $15.37 (8/01/98-7/31/03)
                           15 Years                   $17.56 (8/01/03-7/31/08)
- --------------------------------------------------------------------------------
                                                      $18.00 (Yrs. 1-5)
Boater's World               1994         6,000       $21.00 (Yrs. 6-10)
                           5 Years                    $23.00 (Yrs. 11-15)
- --------------------------------------------------------------------------------
                                                      $20.00 (Yrs 1-5)
Blockbuster Video            1994         5,100       $23.00 (Yrs 6-10)
                                                      $26.45 (Yrs 11-15)
                                                      $30.42 (Yrs 16-20)
- --------------------------------------------------------------------------------
================================================================================
<PAGE>

                                                                 Market Analysis
================================================================================

Competitive Center #3
Location:                                  East Gate Square
                                           Lenola Drive and Route 38
                                           Moorestown and Mt. Laurel Townships
                                           Burlington County, NJ

================================================================================


                                [GRAPHIC OMITTED]


================================================================================

      East Gate Square lies opposite the Moorestown Mall which has frontage
along Route 38 and Nixon Drive. Phase I and Phase II of East Gate Square were
constructed in 1993 and 1995, respectively. Phase I is a 241,000 square foot
center, plus a separately owned 130,000 square foot freestanding Home Depot.
Major tenants include Shop Rite, Office Max, Ross Dress for Less, Linens N
Things, Comp USA and Zany Brainy. Phase II is a 154,000 square foot center which
includes Nobody Beats the Wiz, Old Navy and Mikasa.

      Phase III is under development and will contain 119,000 square foot of
retail area when completed in July, 1997. Major tenants in Phase III will
include Dick's Sporting Goods and Best Buy. Phase IV is also under development
and will contain 100,386 square feet of retail area when completed in July, 1997
to include Barnes and Noble and PetsMart. Including the Home Depot store
adjoining Phase I, East Gate will contain a total of approximately 744,000
square feet of retail area by July 1997. Finally, there is vacant land available
for an additional 120,000 square feet of retail area in Phases V and VI. On the
opposing page is a summary of recent lease transactions in East Gate Square.

================================================================================


                                      -19-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

================================================================================
                            Recent Lease Transactions
                                Brandywine Square
                          Route 30, East Caln Township
                               Chester County, Pa.
================================================================================
Tenant                 Term         Leased          Rent/S.F.
                                    Area
- --------------------------------------------------------------------------------
BJ's Wholesale Club    1996         108,242 S.F.    $11.00, increased by 8%
                       20 Yrs.                      every 5 years
- --------------------------------------------------------------------------------
Hechinger              1996         99,000 S.F.     $12.55, increased by 5%
                       20 Yrs.                      after 10 years
- --------------------------------------------------------------------------------
Dick's Sports          1996         60,000 S.F.     $12.00, increased by $35,000
                       20 Yrs.                      every 5 years.
- --------------------------------------------------------------------------------
Home Place             1996         54,400 S.F.     $12.26, increased by 10%
                       20 Yrs.                      every 5 years.
- --------------------------------------------------------------------------------
PetsMart               1996         26,376 S.F.     $13.50, increased by 10%
                       15 Yrs.                      every 5 years.
- --------------------------------------------------------------------------------
Sears Optical          1996         1,469 S.F.      $16.00
                       5 Yrs.
- --------------------------------------------------------------------------------
GNC                    1996         1,200 S.F.      $16.00
                       5 Yrs
================================================================================
<PAGE>

                                                                 Market Analysis
================================================================================

Competitive Center #4
Location:                                       Brandywine Square
                                                S/S Route 30 at Quarry Road
                                                Caln Township
                                                Chester County, PA

================================================================================


                                [GRAPHIC OMITTED]


================================================================================

      Brandywine Square is a 579,000+/- square foot Power Center which was
recently constructed on the site of the former Downington Inn. Principal tenants
include BJ's Wholesale Club, PetsMart, Dick's Sporting Goods and Hechinger.
Brandywine Square opened in August, 1996. A summary of lease transactions in
this center is included on the opposing page.

================================================================================


                                      -20-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                         Philadelphia Metropolitan Area
                              Vacancy Rate Summary

<TABLE>
<CAPTION>
===================================================================================================
    County          Jan-92    Jul-92   Jan-93   Jul-93  Jan-94   Jul-94    Jan-95   Jul-95   Jan-96
- ---------------------------------------------------------------------------------------------------
<S>                  <C>      <C>       <C>     <C>      <C>      <C>       <C>      <C>      <C> 
  Bucks              11.9%    10.4%     9.4%    10.6%    11.3%    10.6%     8.7%     9.3%     8.5%
- ---------------------------------------------------------------------------------------------------
  Chester             6.5%     6.9%     6.1%     6.7%     6.4%     6.5%     4.4%     4.6%     3.6%
- ---------------------------------------------------------------------------------------------------
  Delaware            6.2%     6.4%     6.4%     5.1%     5.5%     3.5%     2.9%     3.6%     3.3%
- ---------------------------------------------------------------------------------------------------
Montgomery            5.5%     5.4%     5.4%     4.4%     4.3%     4.9%     4.4%     4.4%     5.3%
- ---------------------------------------------------------------------------------------------------
Philadelphia         10.0%     8.3%     8.5%     8.2%     7.8%     7.0%     6.1%     6.2%     8.0%
- ---------------------------------------------------------------------------------------------------
 Burlington          11.0%     9.4%     8.4%     8.0%     8.0%     7.8%     7.7%     8.6%     6.3%
- ---------------------------------------------------------------------------------------------------
  Camden             12.1%     8.4%     8.0%    10.0%     7.9%    10.1%    10.1%     8.0%     8.2%
- ---------------------------------------------------------------------------------------------------
 Gloucester          11.3%    10.7%     9.4%    12.4%    10.4%    11.2%    10.3%    15.8%    15.6%
===================================================================================================
</TABLE>
Source: Metro Commercial Real Estate
<PAGE>

                                                                 Market Analysis
================================================================================

Trade Area Analysis

Overview

      According to a recently published survey, Philadelphia had a 8.0 percent
retail vacancy rate in January, 1996 as compared to 6.2% in July, 1995. A copy
of this survey is included on the opposing page.

      A retail property's trade area contains people who are likely to patronize
that particular retail center. These customers are drawn by a given class of
goods and services from a particular tenant mix. A property's fundamental
drawing power comes from the strength of the anchor tenant(s) combined with
local and regional tenants which complement and support the anchors. A
successful combination of these elements creates a destination for customers
seeking a variety of goods and services while enjoying the comfort and
convenience of an integrated shopping environment.

      To define and analyze the market potential for the subject, it is
important to first establish the boundaries of the trade area from which the
subject will draw its customers. In some cases, defining the trade area may be
complicated by the existence of other retail facilities on main thoroughfares
within trade areas that are not clearly defined or whose trade areas overlap
with that of the subject. Because the subject lies in an intensely developed
area, the subject's potential trade area can be reasonably expected to partially
overlap with other retail facilities along major retail thoroughfares. Before
the trade area can be defined, it is necessary that we thoroughly review the
retail market and the competitive structure of the general marketplace, with
consideration given to the subject's position therein.

Trade Area Definition

      Liberty Plaza is located on Woodhaven Road (Route 63) approximately 1 mile
east of Interstate 95 and approximately 3 miles west of US Highway #1 (Roosevelt
Boulevard). This location makes it one of the more accessible retail locations
within the greater Philadelphia area. The advantage of highway proximity has the
effect of expanding the center's trade area by virtue of reducing travel time
for residents in more distant locations. As discussed in the previous section,
the location and accessibility of competing centers also has direct bearing on
the formation and make-up of a particular area.

      The major retail center in this trade area is Franklin Mills. Other area
retail facilities collectively act as traffic generators that increase the
area's status as a destination retail hub.

      To summarize, the foundation of our analysis in the delineation of the
trade area of the subject may be summarized as follows:

      1.    Highway accessibility including area traffic patterns, geographical
            constraints and nodes of residential development.

      2.    The position and nature of the area retail structure including the
            location of destination retail centers and the strength and
            composition of the retail infill.

      3.    The size, anchor tenancy and merchandising composition of the
            tenant(s), both existing and as proposed.

================================================================================


                                      -21-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

      On balance, we have established a total trade area for the subject on the
basis of a 7 mile radius emanating from the store. So as to add some perspective
to our analysis, we have segregated this survey as prepared by Equifax National
Decision Systems (ENDS) into 3, 5 and 7 mile concentric circles. A map
illustrating these radii is indicated on the opposing page. We believe that the
3-5 mile radii constitutes the primary market based upon the proximity of the
Delaware River and the shopping alternatives more easily available to the
residents in New Jersey. This report is provided in the Addenda. The chart below
presents relevant statistics for the total trade area as segregated by primary
and secondary components.

================================================================================

                                Subject Property
                   Estimated Trade Area Market Support Factors

================================================================================
                                      3 Mile            5 Mile          7 Mile
                                      Primary           Primary        Secondary
                                    Trade Area        Trade Area      Trade Area
Population
          1990 Census                 113,029           317,551         624,001
          1996 Estimate               110,011           312,133         616,070
          2001 Projection             108,911           310,290         612,428
% Compound Annual Change:
1990-1996                              -.45%             -.29%           -.18%
1996-2001                              -.20%             -.12%           -.26%
- --------------------------------------------------------------------------------
Households
          1990 Census                 40,753            118,499         233,253
          1996 Estimate               41,047            120,142         237,666
          2001 Projection             40,852            120,090         238,168
% Compound Annual Change:
1990-1996                              .08%              .23%            .31%
1996-2001                              -.10%             .01%            .04%
- --------------------------------------------------------------------------------
Average Household Income - 1996       $54,288           $52,500         $53,894
- --------------------------------------------------------------------------------
Median Household Income - 1996        $45,931           $43,925         $44,273
- --------------------------------------------------------------------------------
Median Age                             35.37             36.99           37.43
- --------------------------------------------------------------------------------
1990 Median Home Value                $95,925          $101,096        $102,644
================================================================================
Source:        Equifax National Decision Systems
================================================================================

Population

      Once the market has been established, the focus of our analysis centers on
the trade area's population. ENDS provides historical, current and forecasted
population estimates for the total trade area. Patterns of development density
and migration are reflected in the current levels of population estimates. The
report provided in the Addenda presents the statistics on the basis of the radii
discussed above.

================================================================================


                                      -22-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

      As is demonstrated, there has been an approximate two percent decline in
population in the subject's five mile primary trade area between 1990 and 1996
and a one percent decline in the population over the same time period for the
seven mile secondary trade area. Over the next five years, ENDS reports that the
population will continue to decline gradually. This pattern is typical thought
most neighborhoods of Philadelphia in that people who can move to the suburbs
elect to do so. Despite these losses, the neighborhood remains densely
populated. Approximately, 110,000 people are located within a three mile radius
of the subject. Within five miles, there are approximately 312,000 people.
Finally, extending out to 7 mile secondary trade area, there are approximately
616,000 people. Regardless of the recent declines in population, the overall
population density of the trade area is highly favorable for retail development.

Households

      A household consists of all the people occupying a single housing unit.
While individual member of a household purchase goods and services, these
purchases actually reflect household needs and decisions. Thus, the household is
a critical unit to be considered when reviewing market data and forming
conclusions about the trade area as it impacts the retail center.

      National trends indicate that the number of households are increasing at a
faster rate than the growth of the population. Several noticeable changes in the
way households are being formed have caused the acceleration in this growth,
specifically:

      The population in general is living longer on average. This results in an
      increase of single and two person households.

      The divorce rate increased dramatically during the last two decades, again
      resulting in an increase in single person households.

      Many individuals have postponed marriage, thus also resulting in more
      single person households.

      According to ENDS, the total trade area gained 4,413 households between
1990 and 1996, an increase of 1.9 percent to 237,666 households. Thus, growth
equates to an average annual growth rate of .31 percent. Between 1996 and 2001
the area is expected to grow, but at a slower pace of .04 percent per year.
Consistent with the national trend, the trade area is experiencing household
growth at rates in excess of population changes primarily due to factors
mentioned above. Correspondingly, a greater number of smaller households with
fewer children generally indicates more disposable income. In 1996, there were
2.59 persons per household and by 2001, it is forecasted to decrease to 2.57.

================================================================================


                                      -23-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                 Market Analysis
================================================================================

Trade Area Income

      Income levels, either on a per capita, per family or household basis,
indicate the economic level of the residents of the market area and form an
important component of this total analysis. More directly, average household
income, when combined with the number of households, is a major determinant of
an area's retail sales potential. The trade area income figures support the
profile of a broad-based middle income market. According to ENDS, average
household income within the total trade area in 1996 was approximately $53,894.
Trade area income statistics are exhibited below.

                      ====================================
                           Average Household Income
                      ------------------------------------
                          Area                 Income
                      ------------------------------------
                          3 Mile               $54,288
                      ------------------------------------
                          5 Mile               $52,500
                      ------------------------------------
                          7 Mile               $53,894
                      ====================================
                        
Retail Sales

      Retail sales in the Philadelphia Metropolitan Area are currently estimated
to approach $44 billion annually. The Philadelphia area ranked fifth nationally
behind Chicago, Los Angeles, New York and Washington, D.C. in total retail sales
for 1995, the last year for which statistics are currently available. Retail
sales in this metropolitan area have increased at a compound annual rate of 3.6
percent since 1989. Within Philadelphia, the annual retail sales for 1995 were
estimated to be about $8.9 billion, unchanged from the previous year sales.

      Sales and Marketing Management Magazine projects that retail sales in the
Philadelphia region will increase to $51.8 Billion by the year 2000, reflecting
a compound annual change of 3.6 percent for the five year period. For
Philadelphia County, retail sales are projected to increase to $9.9 billion by
the year 2000, reflecting a compound annual change of 2.0 percent.

================================================================================


                                      -24-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

================================================================================

                                  Retail Sales
             Philadelphia Metropolitan Area and Philadelphia County
                                 (In Thousands)

================================================================================
                  Metropolitan                 Philadelphia 
    Year          Philadelphia    % Change        County        % Change
================================================================================
    1989          $35,816,878         --        $7,661,352          --
- --------------------------------------------------------------------------------
    1990          $36,033,312      + 0.6%       $7,741,383       + 1.1%
- --------------------------------------------------------------------------------
    1991          $35,120,446      - 2.5%       $7,451,387       - 3.8%
- --------------------------------------------------------------------------------
    1992          $39,811,716     + 13.4%       $8,447,600      + 13.4%
- --------------------------------------------------------------------------------
    1993          $43,480,561      + 2.6%       $8,323,384       - 1.5%
- --------------------------------------------------------------------------------
    1994          $43,480,561       +6.4%       $8,985,763        +8.0%
- --------------------------------------------------------------------------------
    1995          $44,309,612        1.9%       $8,950,479         -.4%
- --------------------------------------------------------------------------------
2000 (Est).       $51,804,581                   $9,883,537
- --------------------------------------------------------------------------------
Compound Annual Change              +3.2%                         +2.6%
(1989 -1995)                                   
- --------------------------------------------------------------------------------
Projected Compound Annual           +3.6%                         +2.0%
Change (1995 - 2000)                           
=========================================================================
Source: Sales & Marketing Management Magazine 1990-1996
================================================================================

Market Terms, Concessions and Commissions Structure

      The economic characteristic that distinguishes power centers from other
forms of retail development is that they have a high proportion of anchor space.
Typical lease terms for national tenants are fifteen to twenty years with
periodic increases in rent during the term. For smaller or local tenants, terms
may range from five to ten years. Retail leases are generally structured on a
net basis with the tenant responsible for a full pro-rata share of taxes and
operating expenses. Additionally, tenants will typically pay an administrative
surcharge on common area maintenance ranging up to 10 percent.

      In addition to the minimum base rent, some tenants will contract to pay a
percentage of their gross annual sales over a pre-established base amount as
overage rent. It is most common for leases to have a natural breakpoint although
many do have stipulated breakpoints. The average overage percentage for small
space retail tenants is in a range of 3 to 6 percent. Anchor tenants will either
pay no overage rent, or in the range of 1 to 3 percent of a natural or
stipulated breakpoint.

      Traditionally, it takes a number of years for a retail center to mature
and gain acceptance before generating any sizable percentage income. As a center
matures, the level of overage rents typically becomes a larger percentage of
total revenue. It is a major ingredient protecting an investor against
inflation.

      Concessions in the form of tenant improvement allowances are an important
part of the lease negotiations for a new center such as the subject. Lease
concessions can vary between no dollars for a local or small tenant to as much
as $30.00 per square foot for a national tenant. However, those tenants which
receive significant tenant improvement allowances will generally pay higher rent
levels to amortize the costs over the term of their lease.

================================================================================


                                      -25-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

      Leases for new power centers are often direct deals between owners and the
tenants with no broker participation. Where leasing commissions are paid to
outside brokers, the typical leasing commissions is approximately $2.50 per
square foot for leases of 25,000 square feet or larger and approximately $3.50
per square foot for leases of less than 25,000 square feet. For pad leases, the
typical leasing commission is $5.00 per square foot of building area with a
minimum of $25,000. Typically, no additional leasing commission is paid for
tenants which exercise options.

The Subject Property

      The subject property is Liberty Plaza, a 301,138 square foot power
shopping center located opposite Franklin Mills. The property was originally
constructed as a Carrefour Hypermarket in 1987 and was subsequently converted to
a power center in 1994. The original anchors included Bradlees (149,238 square
feet), Dick's Sporting Goods (77,586 square feet) and Service Merchandise
(53,349 square feet ). However, Bradlees renounced their lease through
bankruptcy proceedings and vacated the store in October, 1996. Also occupying
the subject are Boot Village (5,553 square feet) and a Mellon Bank drive-through
branch on a pad site. In addition to the former Bradlees space, the subject
contains a 15,412 square foot in-line space which was never leased.

      It is proposed that Wal-Mart will occupy the former Bradlees space under
lease effective September 15, 1997. In addition it is proposed that Giant of
Maryland will construct a supermarket on a ground lease with opening projected
by May, 1998..

Conclusion

      A metropolitan and locational overview was presented which highlighted
important points about the study area and demographic and economic data specific
to the trade area. The trade area profile discussed encompassed a radii based
analysis that was established based upon a study of the competitive retail
structure. Marketing information relating to these sectors was presented and
analyzed in order to determine patterns of change and growth as it impacts the
subject. Next we discussed the subject neighborhood's retail sales history along
with its performance potential over the near term. The given data is useful in
establishing quantitative dimensions of the total trade area, while our comments
serve to provide qualitative insight into this market. A compilation of this
data provides the basis for our projections and forecasts particular to the
subject property. The following summarizes our key conclusions.

      o     The area surrounding the subject is densely populated. There are
            current approximately 312,000 people living within a five mile
            radius of the subject and approximately 616,000 people living within
            a seven mile radius. The area is expected to show modest declines in
            population over the next five years.

      o     Access to the site is excellent. The subject lies on Woodhaven Road
            near its intersection with Interstate 95. The subject also lies near
            US Highway 1, an important local commuting and commercial arteries.

================================================================================


                                      -26-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

      o     The subject adjoins Franklin Mills, a well established and
            successful super regional outlet mall. Also located in the immediate
            neighborhood are a variety of community and neighborhood shopping
            centers as well as freestanding big box retail stores. When combined
            with the construction of the subject, this concentration of services
            makes this area a premier retail corridor for northeastern
            Philadelphia and southern Bucks County.

      o     The subject is currently 45 percent leased with the principal
            tenants being Dick's Sports and Service Merchandise. However,
            occupancy will be increased to 95 percent with the projected opening
            of Wal-Mart. Moreover, Giant Food is projected to construct a 55,797
            square foot supermarket on a long term pad lease, increasing cash
            flow to the center with no significant capital costs.

      o     All things considered, Liberty Plaza presents a viable economic
            concept which should meet with continued market acceptance through
            aggressive promotion and competent management.

Exposure Time

      Exposure Time is defined as the estimated length of time the property
interest being appraised would have been offered on the market prior to the
hypothetical consummation of a sale at the estimated market value on the
effective date of the appraisal. It is a retrospective estimate based upon
analysis of past events assuming a competitive and open market. Thus, exposure
time is presumed to precede the effective date of the appraisal.

      According to a recent Cushman & Wakefield survey, investors project an
exposure time ranging from three to nine months for all types of retail
property, with an average of 6.5 months. Similarly, our conversations with
active commercial brokers indicate than an exposure time of nine months would be
appropriate for the subject.

================================================================================


                                      -27-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                 [MAP OMITTED]

                                 Liberty Plaza
<PAGE>

                                                            PROPERTY DESCRIPTION
================================================================================

Site Description
Location:                                Southwest corner of Liberty Belle
                                         Boulevard and Franklin Mills Boulevard
                                         Philadelphia, Pennsylvania

Shape:                                   Irregular

Area:                                    35.084+/- acres.

Frontage:                                The site has frontages along the south
                                         side of Liberty Belle Boulevard and the
                                         west side of Franklin Mills Boulevard.

Topography/Terrain:                      Generally level and at street grade.

Street Improvements:                     Each of the roadways are macadam paved.

Soil Conditions:                         We did not receive nor review a soil
                                         report. However, we assume that the
                                         soil's load-bearing capacity is
                                         sufficient to support the existing
                                         structures. We did not observe any
                                         evidence to the contrary during our
                                         physical inspection of the property.
                                         The tract's drainage appears to be
                                         adequate.

Utilities:
      Water:                             City of Philadelphia

      Sewer:                             City of Philadelphia

      Telephone:                         Bell Atlantic

      Electricity:                       PECO Energy

      Gas:                               Philadelphia Gas Works

Land Use Restrictions:                   We were not given a title report to
                                         review. We do not know of any
                                         easements, encroachments or
                                         restrictions that would adversely
                                         affect the site's use. However, we
                                         recommend a title search to determine
                                         whether any adverse conditions exist.

Flood Hazard:                            According to Community Panel No. 420757
                                         0129 F, National Flood Insurance Rate
                                         Map, effective August 2, 1996, the
                                         subject is in Flood Hazard Zone X, an
                                         area of minimal flooding and,
                                         therefore, does not require flood
                                         hazard insurance.

================================================================================


                                      -28-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

Wetlands:                                We were not given a wetlands survey. If
                                         subsequent engineering data reveal the
                                         presence of regulated wetlands, it
                                         could materially affect property value.
                                         We recommend a wetlands survey by a
                                         competent engineering firm.

Hazardous Substances:                    We observed no evidence of toxic or
                                         hazardous substances during our
                                         inspection. However, we are not trained
                                         to perform technical environmental
                                         inspections and recommend the services
                                         of a professional engineer for this
                                         purpose.

Comments:                                Overall, the site is typical of large
                                         commercial sites in the area,
                                         functionally adequate and well suited
                                         for its existing and proposed use.
                                         Externally, no deleterious influences
                                         were noted.

Improvements Description

      The shopping center site is improved with a 301,138+/- square foot single
story plus mezzanine Power shopping center known as Liberty Plaza. The
improvements were constructed in 1989 as a Carrefour Hypermarket and were
subsequently converted to multi-tenant Power Center in 1994. Also present on the
on site is a Mellon Bank drive through branch on an pad site. The following is a
more complete description of the improvements.

General Description
           Year Built:                   1989, converted to multi tenant retail
                                         use in 1994.

           Building Area:                301,138 square feet

           Building Height:              30 feet.

Construction Detail
           Foundations:                  Reinforced concrete footings,
                                         reinforced concrete slab on grade.

           Framing:                      Structural steel.

           Ceiling Height:               26' clear.

           Floors:                       Finished concrete slab on grade.

           Walls:                        Metal panel over concrete block.

           Roof:                         Built up composition cover over metal
                                         deck.

           Windows:                      Fixed pane glass in aluminum frame.

           Pedestrian Doors:             Aluminum and plate glass double
                                         entrance doors.

================================================================================


                                      -29-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

Mechanical Detail
           Heating and Cooling:          Roof mounted combination HVAC units
                                         provide heat and air conditioning.

           Plumbing:                     Assumed to be to municipal code.

           Electrical Service:           Standard commercial service. Tenants
                                         are separately metered for electric
                                         use.

           Loading:                      The former Bradlees and Dick's Sporting
                                         Goods have two tailgate height, and two
                                         drive in loading door, one of which is
                                         used for the trash compactor. Service
                                         Merchandise has three tailgate height
                                         and two drive in loading doors.

           Fire/Safety Systems:          The improvements are fully wet
                                         sprinklered.

Interior Detail
           Layout:                       The improvements were demised into five
                                         stores, as follows:

                                         Former Bradlees:          149,238 S.F.
                                         Dicks Sporting Goods       77,586 S.F.
                                         Service Merchandise        53,349 S.F.
                                         Boot Village                5,553 S.F.
                                         Vacant                     15,412 S.F.
                                         -------                    -----------
                                         Total:                    301,138 S.F.

                                         In addition to the 149,238 square foot
                                         of first floor space, the former
                                         Bradlees store contains 30,000 square
                                         feet of mezzanine office space.
                                         Bradlees subleased portions of their
                                         space to a tire/battery and auto store
                                         and a karate store. The TBA store has
                                         four service bays on the north side of
                                         the building. This space is currently
                                         vacant.

           Floor Covering:               Predominantly vinyl tile.

           Walls:                        Painted sheetrock.

           Ceilings:                     Exposed metal roof deck and acoustical
                                         tile in metal track.

           Lighting:                     Recessed fluorescent and incandescent
                                         light.

           Rest Rooms:                   Multi-fixture men's and women's
                                         restrooms are provided.

Hazardous Substances:                    The appraisers have no knowledge of any
                                         hazardous substances present in the
                                         improvements to the subject property. A
                                         professional study is recommended for
                                         final determination of any such
                                         substance.

================================================================================


                                      -30-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

Site Improvements:                       Paved and lined parking and loading
                                         areas are provided. Additionally, there
                                         are pole mounted parking lot lighting
                                         and concrete walkways to all entrances.

Landscaping:                             Low maintenance trees, shrubs and
                                         plantings are situated around the
                                         building.

Comments:                                At the time of inspection, the
                                         improvements were in average to good
                                         condition. Wal-Mart is projected to
                                         lease the former Bradlees space in its
                                         as Is condition with no tenant fitout.
                                         They may also build a garden center
                                         adjoining the existing improvements.

Personal Property Included
   in Value Estimate:                    None.

================================================================================


                                      -31-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                  Liberty Plaza
                                Philadelphia, Pa.
                                 Tax Comparables
                                  Liberty Plaza

<TABLE>
<CAPTION>
=======================================================================================================================
Proximity to Subject                   Assessed Value    NRA     Current Annual   Assessed Value  Tax     % of Assessed
Year Built/Occupancy                                            Real Estate Taxes    Per SF      Per SF       Value
- -----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>    <C>        <C>        <C>               <C>          <C>          <C>  
Subject:
Liberty Plaza
S/W/C Liberty Belle Boulevard and     L      201,696    301,138    $404,685          $16.26       $1.34        8.26%
Franklin Mills Boulevard              B    4,695,000                                                              
Philadelphia                          T    4,896,960                                                              
1987 & 1994/95%                                                                                               
- -----------------------------------------------------------------------------------------------------------------------
Comp. 1:                                                                                                      
Sams Wholesale Club                   L       52,800    133,010    $163,217          $14.85       $1.23        8.26%
4301 Byberry Road                     B    1,922,240                                                              
Philadelphia, Pa                      T    1,975,040                                                              
Less than 1 mile                                                                                              
1991/100%                                                                                                     
- -----------------------------------------------------------------------------------------------------------------------
Comp. 2:                                                                                                      
Toys R Us                             L       51,200     46,653    $ 69,748          $18.09       $1.50        8.26%
4401 Byberry Road                     B      792,800                                                              
Philadelphia, Pa.                     T      844,000                                                              
Less than 1 mile                                                                                              
1990/100%                                                                                                     
- -----------------------------------------------------------------------------------------------------------------------
Comp. 3:                                                                                                      
Philadelphia Home & Design Center     L    1,028,157    218,086    $290,893          $16.14       $1.33        8.26%
12131 Knights Road                    B    2,491,843                                                              
Philadelphia, Pa                      T    3,520,000                                                              
Less than 1 mile                                                                                              
1988/75%                                                                                                      
- -----------------------------------------------------------------------------------------------------------------------
Comp. 4:                                                                                                      
Phar-Mor                              L       37,484     85,000    $ 99,408          $14.12       $1.17        8.28%
4301 Barberry Road                    B    1,162,516                                                              
Philadelphia, Pa                      T    1,200,000                                                              
Less than 1 mile                                                                                          
1988/100%
=======================================================================================================================
</TABLE>
<PAGE>

                                              REAL PROPERTY TAXES AND ASSESSMENT
================================================================================

      The subject property is assessed by the City of Philadelphia for the
payment of real estate taxes. The City identifies the subject as Ward 88 Book 2
Number 691000 (4501 Woodhaven Road). It is assessed in the following manner:

                         =============================
                         Land               $2,016,960
                         -----------------------------
                         Improvements       $2,880,000
                         -----------------------------
                         Total              $4,896,960
                         =============================

      Assessments in the City of Philadelphia are based upon 32 percent of the
assessor's estimate of market value or, in the case of the subject, $15,303,000.
As a practicality, this ratio is rarely achieved. The current total assessment
over the subject property implies a value for tax purposes that appears
reasonable based our subsequent valuation

      The current tax rate applicable to the subject property is $82.64 per
$1,000 of assessed value. This total tax rate is attributable to the following
jurisdictions:

                        =================================
                             Jurisdiction           Rates
                        =================================
                        City of Philadelphia       $37.45
                        ---------------------------------
                        School District            $45.19
                        ---------------------------------
                        Total                      $82.64
                        =================================
                               
      An application of the tax rate outlined above to the current assessment
results in an annual real estate tax liability of $404,685. This tax liability
is equivalent to $1.34 per square foot of rentable area. On the opposing page is
a survey of tax comparables for retail properties surrounding Franklin Mills.
Based upon that survey, the current tax liability on the subject appears
reasonably market oriented.

================================================================================


                                      -32-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                          ZONING
================================================================================

      The subject property is zoned ASC, Area Shopping Center District by the
City of Philadelphia. This zoning districts allows for a variety of retail
services in an enclosed building. Developmental requirements include the
following.

================================================================================
Minimum Lot Size                          15,000 s.f.
- --------------------------------------------------------------------------------
Setback Requirements                         None
- --------------------------------------------------------------------------------
Minimum Street Frontage                      100'
- --------------------------------------------------------------------------------
Maximum Building Height                       35'
- --------------------------------------------------------------------------------
Parking                       4 spaces for every 1,000 s.f. of net 
                              leasable area on the first floor;
                              2 spaces for every 1,000 square feet 
                              above the street level
================================================================================

      The shopping center site has paved parking for 1,803 cars. We calculate
that 1,205 parking spaces would be required for the first floor retail area
under the existing zoning code which was amended in 1993. If the mezzanine level
were to be utilized for retail use, an additional 80 parking spaces would be
required, which is well below that which is currently provided.

      We are not experts in the interpretation of complex zoning ordinances but
the current development of the subject appears to be a legal use based on our
review of public information. We know of no deed restrictions, private or
public, that further limit the subject property's use. Deed restrictions are a
legal matter and only a title examination by an attorney or title company can
usually uncover such restrictive covenants. Thus, we recommend a title search to
determine if any such restrictions do exist.

================================================================================


                                      -33-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            HIGHEST AND BEST USE
================================================================================

      According to The Dictionary of Real Estate Appraisal, Third Edition
(1993), a publication of the Appraisal Institute (formerly the American
Institute of Real Estate Appraisers), the highest and best use of real property
is defined as:

      1.    The reasonable and probable use that supports the highest present
            value of vacant land or improved property, as defined, as of the
            date of the appraisal.

      2.    The reasonably probable and legal use of land or sites as though
            vacant, found to be physically possible, appropriately supported,
            financially feasible, and that results in the highest present land
            value.

      3.    The most profitable use.

      We evaluated the site's highest and best use both as currently improved
and as if vacant since the highest and best use of the land can be different
from that of the property (land plus improvements). The existing use will
continue, however, until the value of the underlying land, at its highest and
best use, exceeds the total value of the property as currently utilized. In each
case, whether as vacant land or as improved, the highest and best use of the
real estate must meet four criteria. The use must be (1) physically possible,
(2) legally permissible, (3) financially feasible, and (4) maximally productive.

The Subject Site - As Vacant

      As noted in our description of the subject site, the land's size and shape
are conducive to a variety of developments. All utilities necessary for
development are in place and the soil is assumed to have sufficient load-bearing
capacity to support most types of structures. The site is generally level to
sloping in topography and presents good visibility and accessibility.

      Compatibility with existing surrounding land uses is also an important
physical consideration for a harmonious development. Our discussion of the
immediate neighborhood of the subject site indicates an area predominated by the
retail commercial land uses surrounding Franklin Mills but with residential land
uses on surrounding streets. Thus, from a physical perspective, a variety of
uses would be a possible homogeneous use of the land.

      Legal restrictions, as they apply to the subject site, are private
restrictions of deed and the public restrictions of zoning. As noted, the
subject is zoned for shopping center use. There are no private restrictions
which are known to adversely affect the utilization of the land. Thus, a
commercial utilization of this site is legally permissible.

      After analyzing the physically possible and legally permissible aspects of
the site, the highest and best use must be considered in light of financial
feasibility and maximum productivity. For a potential use to be seriously
considered, it must have the potential to provide a sufficient return to attract
investment capital over alternative forms of investment. A positive net income
or acceptable rate of return would indicate that a use is financially feasible.
Among the financially feasible uses, the use that provides the highest rate of
return is the highest and best use.

================================================================================


                                      -34-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Highest and Best Use
================================================================================

      The subject has been redeveloped as a retail power center. This location
has attracted national and regional anchor tenants as well as considerable
interest from other local and national tenants. The rent levels which are being
negotiated are sufficient to support development. The site lies near an
interchange of Interstate 95 and opposite a super regional outlet mall. This
neighborhood is densely populated with income levels which are higher than
regional averages.

      As compared to many other types of development, lenders are more willing
to underwrite retail development. It is, therefore, our conclusion that, as a
vacant site, the current highest and best use of this land is for retail
development.

The Subject Site - As Improved

      The subject site is improved with a 301,138 square foot single story
masonry Power shopping center. The improvements were constructed in 1989 and
redeveloped for multi-tenant use in 1994. The improvements are in average to
good overall condition and offer to the market functional and attractively
designed retail space.

      As previously stated, we are not experts in the interpretation of complex
zoning ordinances. However, based upon our review of public information, it
appears that the current use and development of the subject have been accepted
by the local zoning officials. Thus, a retail utilization for the subject site,
as improved, is legally permissible.

      On a financial basis, market evidence indicates that there is a continued
demand for physically sound retail properties affording functional utility. The
value of a property like the subject on an improved basis is greater than that
of the site as vacant. It is, therefore, our conclusion that, on an improved
basis, the highest and best use is the existing retail use. In our opinion, such
a use would yield to ownership the largest return over the longest period of
time.

================================================================================


                                      -35-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               VALUATION PROCESS
================================================================================

      There are three conventional approaches to real estate valuation, namely;
Cost, Income Capitalization and Sales Comparison. The Cost Approach renders an
estimate of value based upon the price of obtaining a site and constructing
improvements, both with equal desirability and utility as that of the subject
property. The Income Capitalization Approach renders an estimate of value based
upon the present worth of the potential benefits derived from ownership of the
subject property. The Sales Comparison Approach renders an estimate of value
based upon the competitive prices at which an equally desirable substitute
property can be acquired in the open market.

      Due to the age of the existing improvements and the resulting subjectivity
in the estimation of the total accrued depreciation inherent in them, the Cost
Approach was not considered applicable to the valuation of the subject property.
Because real property such as the subject is regularly bought and sold in the
open market, the Income Capitalization and Sales Comparison Approaches are felt
to be most germane to this valuation. The strengths and weaknesses of each
approach toward the valuation of the subject property are then reviewed. The
valuation analysis concludes with a reconciliation of the outstanding
differences between the two approaches and a final estimate of value of the
subject property is rendered

================================================================================


                                      -36-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

POWER CENTER/COMMUNITY CENTER SALE COMPARABLES
Cushman & Wakefield, Inc.

<TABLE>
<CAPTION>
Sale                                    Sale     Yr Built/                   Site Area        Site      GLA      Anchor    GLA as   
No.    Name/Location                    Date     Condition     Sale Price    (Sq.Ft.)       Coverage   Sold        GLA   % of Total 
<S>   <C>                               <C>      <C>          <C>              <C>            <C>     <C>        <C>        <C>     
1     Centennial Plaza                  Nov-96     1992       $16,700,000      862,488        27.1%   234,000    199,000    85.0%   
      N.W. 59 and May Avenue                       Good                                                                             
      Oklahoma City, OK                                                                                                             
                                                                                                                                    

2     Lawrenceville MarketCenter        Nov-96     1995       $34,600,000    1,785,960        28.0%   499,829    459,209    91.9%   
      Ga. 316 and Ga. 320                        Excellent                                                                          
      Gwinnett County, GA                                                                                                           
                                                                                                                                    

3     The Village at University Place   Aug-96     1995       $33,400,000    1,633,500        20.5%   334,500    140,200    41.9%   
      SWQ I-85 and W.T. Harris Blvd.               Good                                                                             
      Mecklenburg County                                                                                                            
      Charlotte, North Carolina                                                                                                     
                                                                                                                                    
4     Perimeter Village                 Jul-96     1995       $50,000,000    1,393,920        26.3%   366,600    249,349    68.0%   
      W/S Ashford Dunwoody Road                  Excellent                                                                          
      Atlanta, GA                                                                                                                   
                                                                                                                                    

5     Towneast Centre and Place         Jul-96     1992       $12,700,000      653,400        32.1%   210,000    149,760    71.3%   
      Town East Blvd. and                          Good                                                                             
       Town Center Drive                                                                                                            
      Dallas County                                                                                                                 
      Mesquite, Texas                                                                                                               
                                                                                                                                    
6     Villa Marina Marketplace          Jan-96    1976/91     $80,000,000    1,000,573        45.9%   459,703    218,929    47.6%   
      Mexella & Lincoln Blvd.,                     Good                                                                             
      Marina Freeway                                                                                                                
      Marina Del Rey, California                                                                                                    
                                                                                                                                    
7     Scottsdale Fiesta                 Dec-95     1995       $46,000,000    2,700,720        18.2%   491,000    440,000    89.6%   
      S/E/C Shea Blvd and Pinia Road             Excellent                                                                          
      Scottsdale, Arizona                                                                                                           
                                                                                                                                    

8     Centre at Baybrook                Nov-95    1985/93     $25,675,000    1,742,400        24.5%   426,097    372,987    87.5%   
      NEC/Medical Ctr. Blvd. & I-45                Good                                                                             
      Houston                                                                                                                       
      Webster, Texas                                                                                                                
                                                                                                                                    
9     Town Center Prado Center          Nov-95     1995       $27,793,000    1,916,640        15.2%   290,462    237,646    81.8%   
      Barrett Pkwy. @ Bells Ferry Road           Excellent                                                                          
      Cobb County                                                                                                                   
      Atlanta, Georgia                                                                                                              
                                                                                                                                    
10    Port Plaza S. C.                  May-95    1980/89     $19,000,000      583,704        30.7%   179,000     70,566    39.4%   
      Route 112 & Bicycles Path                   Average                                                                           
      Suffolk County                                                                                                                
      Port Jefferson, New York                                                                                                      
                                                                                                                                    
11    Howell Mill Square                May-95    1980/87    $  9,200,000      435,600        22.7%    98,704     58,078    58.8%   
      1715 Howell Mill Road                      Very Good                                                                          
      Fulton County                                                                                                                 
      Atlanta, Georgia                                                                                                              
                                                                                                                                    
12    Cobb Place                        Apr-95     1987       $21,035,000    1,013,206        23.5%   237,791    133,161    56.0%   
      800 Ernest Barrett Pkwy.                     Good                                                                             
      Cobb County                                                                                                                   
      Kennesaw, Georgia                                                                                                             
                                                                                                                                    
      Survey High:                                            $80,000,000    2,700,720                499,829    459,209     -      
      Survey Low:                                            $  9,200,000      435,600                 98,704     58,078     -      
                                                                                                                                    
      Survey Average:                                         $31,341,917    1,310,176        24.3%   318,974    227,407    71.3%   
                                                                                                                                    

<CAPTION>

Sale                                     Price/     NOV                              Occupancy
No.    Name/Location                     Sq. Ft.   Sq.Ft.  OAR   Anchor Tenants       At Sale     Comments
<S>   <C>                                <C>       <C>    <C>    <C>                   <C>    <C>
1     Centennial Plaza                   $71.37    $ 7.49 10.50% Best Buy, Home        93.0%  Acquisition by the Price REIT which   
      N.W. 59 and May Avenue                                     Depot, Home Place            underwrites acquisitions using direct 
      Oklahoma City, OK                                                                       capitalization analysis on existing   
                                                                                              income with a cap rate above 10%.     

2     Lawrenceville MarketCenter         $69.22    $ 6.58  9.50% Home Depot, Target,  100.0%  The Acutal GLA purchased was 280,034  
      Ga. 316 and Ga. 320                                        AMC Theatres                 S.F. plus three pad sites occupied by 
      Gwinnett County, GA                                                                     Target, Home Depot and Bertucci. The  
                                                                                              projected IRR was 11.00%              

3     The Village at University Place    $99.85    $ 9.84  9.85% Best Buy, Office     100.0%  New Power Center constructed on the   
      SWQ I-85 and W.T. Harris Blvd.                             depot, TJ Maxx               northeast side of Charlotte. Center   
      Mecklenburg County                                                                      includes a non owned Sam's and Wal-   
      Charlotte, North Carolina                                                               Mart.                                 
                                                                                                                                    
4     Perimeter Village                 $136.39    $12.82  9.40% Wal-Mart, Borders     93.0%  Went under contract in 7/95 on an     
      W/S Ashford Dunwoody Road                                  books, Rhodes                earnout basis for $44 million     
      Atlanta, GA                                                Furniture                    increasing to $50 million when        
                                                                                              occupancy goals were met.             

5     Towneast Centre and Place          $60.48    $ 6.65 11.00% Best Buy, Sears      100.0%  Center is located adjacent to        
      Town East Blvd. and                                        HomeLife, PetsMart           Towneast Mall serving east side      
       Town Center Drive                                                                      of Dallas. Centeralso contains        
      Dallas County                                                                           a separately owned Home Depot.        
      Mesquite, Texas                                                                                                               
                                                                                               
6     Villa Marina Marketplace          $174.03    $18.43 10.59% Vons, Sav-On,         92.0%  Project consists of 2 properties;     
      Mexella & Lincoln Blvd.,                                   UA Theatres, Sport           2nd largest retail ctr. west of     
      Marina Freeway                                             Chalet, Cineplex             San Diego Fwy b/w Ventura Fwy &       
      Marina Del Rey, California                                 Odeon, Gelson's              Manhattan. Sales=$347/sf; 
                                                                                              rents=$12-45/sf.
                                                                                                                                    
7     Scottsdale Fiesta                  $93.69    $ 9.37 10.00% Kmart, Home Base,    100.0%  Pre-sale of a new power center        
      S/E/C Shea Blvd and Pinia Road                             Office Maxx, Barnes          development with an overall rate      
      Scottsdale, Arizona                                        & Noble, Comp USA            of 10% and an IRR of 11%. Low IRR     
                                                                                              reflects limited upside potential.    

8     Centre at Baybrook                 $60.26    $ 5.79  9.61% Builder's Sq.,Bed     99.0%  Former mall renovated/converted in    
      NEC/Medical Ctr. Blvd. & I-45                              Bath Beyond, Osh-            1993. Good location, exposure.        
      Houston                                                    mans, SteinMart,             Anchors general over 90% of minimum   
      Webster, Texas                                             Best Buy, Sears              rent. Avg in-line rent=$12.03/sf.     
                                                                                                                                    
9     Town Center Prado Center           $95.69    $10.53 11.00% Home Place, Sports    99.0%  Power/community center located in a   
      Barrett Pkwy. @ Bells Ferry Road                           Life, Publix                 growth corridor of Atlanta. Sale by   
      Cobb County                                                                             Homart. Center is located .5 miles    
      Atlanta, Georgia                                                                        from I-575 and I-75 interchange.      
                                                                                                                                    
10    Port Plaza S. C.                  $106.15    $10.72 10.10% FoodTown              99.0%  Average quality community center.     
      Route 112 & Bicycles Path                                  CVS Drugstore                Other tenants include Kay Bee Toy,    
      Suffolk County                                                                          Dress Barn, Sam Goody, NYNEX.         
      Port Jefferson, New York                                                                                                      
                                                                                                                                    
11    Howell Mill Square                 $93.21    $ 9.09  9.75% Kroger               100.0%  Good quality brick & masonry ctr.     
      1715 Howell Mill Road                                                                   located in densely populated trade    
      Fulton County                                                                           area. Korger provided strong daily    
      Atlanta, Georgia                                                                        draw; ctr. has poor visibility.       
                                                                                                                                    
12    Cobb Place                         $88.46    $ 9.56 10.81% Service M'dise        96.0%  Good quality center with limited expo-
      800 Ernest Barrett Pkwy.                                   Upton's                      sure & narrow configuration. Ctr. has 
      Cobb County                                                AMC Theatres                 high amount of in-line space & lacks  
      Kennesaw, Georgia                                                                       drawing power of 4th anchor store.    
                                                                                                                                    
      Survey High:                      $174.03    $18.43 11.00% -                    100.0%  
      Survey Low:                        $60.26    $ 5.79  9.40% -                     92.0%
                                                                 
      Survey Average:                    $95.73    $ 9.74 10.18% -                     97.6%
</TABLE>
<PAGE>

                                                       SALES COMPARISON APPROACH
================================================================================

Methodology

      The Sales Comparison Approach produces an estimate of value through an
analysis of similar properties which have recently transferred in the
competitive open market. Inherent in this approach is the economic principle of
substitution which holds that, when a property is replaceable in the market, its
value tends to be set at the cost of acquiring an equally desirable substitute
property, assuming that no costly delay is encountered in making the
substitution. The Sales Comparison Approach directly reflects the values
expressed by buyers and sellers active in the market.

      In the Sales Comparison Approach, we employ the following steps to reach
an estimate of market value for the improved portion of the subject:

      1.    research recent, relevant property sales and current offerings
            throughout the competitive area;
      2.    select and analyze properties that are similar to the subject in
            locational attributes, physical traits and economic characteristics;
      3.    identify sales that include motivated participants, non-realty
            components or favorable financing to calculate the cash equivalent
            price;
      4.    reduce the sale prices to a common unit of comparison;
      5.    make appropriate adjustments to the prices of the comparable
            properties;
      6.    interpret the adjusted sales data and draw a logical value
            conclusion.

      The most widely used and market-oriented unit of comparison for properties
with characteristics similar to the subject is the sale price per square foot of
rentable building area and the overall rate. All transactions utilized in this
analysis are computed on this basis. On the opposing page is a summary of these
market data.

Analysis

      The typical purchaser for properties like the subject includes large
retail developers, foreign and domestic pension funds, and public real estate
investment trusts (REITs). Because of their size, these centers are generally
owned by sophisticated investors who typically lease space to large credit
tenants. The moderate price category and quality of the tenants causes power
centers to have a national market. The REIT interest in retail property has been
particularly supportive of this property type. The liquidity afforded by access
to the public markets has substantially heightened investor interest. Due to the
relatively small number of market participants and the moderate amount of
quality product available in the current marketplace, sufficient demand exists
for the nation's quality retail developments.

================================================================================


                                      -37-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      As can be seen from our market summary, unit rates range from $60.26 to
$174.03 per square foot of rentable building area including land before
adjustment for differences with the subject property. Alternatively, the overall
capitalization rates which can be derived from the market range from 9.40
percent to 11.00 percent. These transactions occurred between April, 1995 and
November, 1996. All sales involved power shopping centers throughout the United
States.

      The major elements of comparison for an analysis of this type include the
property rights conveyed, the financial terms incorporated into a particular
transaction, the conditions or motivations surrounding the sale, changes in
market conditions since the sale, the location of the real estate, its physical
traits, its economic characteristics, and any non-realty items which might have
been included in the sale price. The first adjustment made to the market data
takes into account differences between the subject property and the comparable
property sales with regard to the legal interest transferred. Advantageous
financing terms or peculiar conditions of sale are then adjusted to reflect a
normal market transaction. Next, changes in market conditions must be accounted,
thereby creating a time adjusted normal unit of comparison. Lastly, adjustments
are made for location, the physical and economic attributes of the comparable
sales, and any items of personalty associated with it in order to generate the
final adjusted unit rate which is appropriate for the subject property.

      In an application of the Sales Comparison Approach, all adjustments are
made to the comparable sales and not the subject property. When a characteristic
of a comparable sale is superior to that of the subject property, a negative
adjustment is made to the comparable sale. Conversely, when some trait of the
comparable sale is inferior to that of the subject property, a positive
adjustment is made to the comparable sale. Obviously, when a comparable sale and
the subject property exhibit similar attributes, then no adjustment occurs.

      The quantitative analysis which follows is intended to assist the reader
in understanding our thought process with the ultimate result being a plausible
market value conclusion. Since the trading of real estate occurs in a very
imperfect market, the use of paired sales to derive quantifiable adjustments,
though acceptable in theory, is not realistic in practice. Even under the most
ideal circumstances, the quality and uniformity of data are insufficient to
produce accurate results. No two properties are exactly alike and emotion does
come to bear in some form in almost every transaction. Therefore, the reader is
cautioned to note that the adjustments set forth herein are not to be construed
as absolutes, but are provided as a visual aid in demonstrating the logic of our
conclusion.

      Property Rights Conveyed - All of the sales utilized in this analysis
      involved the transfer of the leased fee estate in the real property. The
      comparables were all encumbered by a number of leases with varying sized
      tenants and expiration dates. We believe, then, that no adjustment to the
      market data is necessary for property rights conveyed.

      Financial Terms - The financing utilized in the acquisition of real
      property can affect the sale price when it is based on non-market terms.
      All of the comparable property sales utilized in this analysis were
      accomplished with cash or a combination of cash and market oriented
      financing. For this reason, no adjustment to the market data for financial
      terms is necessary.

================================================================================


                                      -38-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      Conditions of Sale -Extraneous motivations to act on the part of either
      the buyer or seller can affect the sale price of a property. The property
      sales utilized in this analysis were arm's length transactions between
      willing and knowledgeable participants, each acting without duress. No
      adjustment to the market data is necessary for conditions of sale.

      Market Conditions - Relative changes in the supply and demand for real
      property between specified dates of sale will affect the prices which will
      be paid in a competitive and open market. Retail properties were not as
      severely impacted by the recent recession in the commercial markets and
      have, in fact, been a favored property choice for investors since early
      1993. All of our comparable sales have occurred since 1993 and would
      therefore not require an adjustment for market conditions.

      Location - An adjustment for location may be required when the locational
      characteristics of a comparable property are different from those of the
      subject property. For retail properties similar to the subject,
      adjustments of this kind for differences in trade areas are very
      difficult. Power centers are typically constructed adjoining or near
      regional malls with good highway access which is the case with the
      subject. Therefore, no adjustments for location are considered necessary.

      Physical Traits - The physical condition and functional utility of a
      property will obviously affect its sale price. Considered most similar to
      the subject in age and condition are Sales #1 and #5. Properties that were
      constructed in 1994 and 1995 would be considered moderately superior to
      the subject for condition. Included in that category are Sales #2, #3, #4,
      #7 and #9. The remaining sales were constructed previous to the subject. A
      positive adjustment to these sales for age and condition would be
      considered.

      Economic Characteristics - Any a-typical or special attributes of the cash
      flow to be produced by a property can affect its sale price in the open
      market. The sale properties have occupancy levels ranging from 92% to 100%
      as compared to 100% projected for the subject at stabilization. The sale
      properties have a variety of anchor tenants, each with their own credit
      rating. In the Additional Comments section of this analysis, we will
      attempt to quantify these differences by comparing the net operating
      incomes of the comparable sales to that projected for the subject.

      Non-Realty Items - Non-realty components of value can sometimes be
      included in the sale price of a property. The purchase prices of the
      comparable property sales utilized in this analysis solely entailed real
      estate. Therefore, no adjustment is needed for this last element of
      comparison.

================================================================================


                                      -39-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

Additional Comments

      Most shopping centers are purchased on expected net income, not gross
leasable area, making unit prices a somewhat subjective reflection of investment
behavior. In order to quantify the appropriate adjustments to the indicated per
square foot unit values, we compared the subject's first year pro forma net
operating income per square foot to the pro forma income of the individual
properties.

      In our opinion, a buyer's criteria for the purchase of a retail property
is predicated primarily on the property's income characteristics. Therefore,
this adjustment incorporates factors such as location, tenant mix, rental
levels, operating characteristics, and physical building quality. The table
below adjusts each property's sale price per square foot based upon the net
operating income of the comparable. The derivation of the subject's projected
stabilized first year net operating income ($8.47 per square foot) is presented
in the Income Approach section of this report.

      ====================================================================
                    Price Per Square Foot Adjustment Summary
      ====================================================================
      Sale                              Unadjusted          Adjusted Sales
       No.     NOI/SF Ratio             Sale Price           Price (PSF)
      ====================================================================
        1      $8.47/$7.49      X         $71.37   =          $80.72
      --------------------------------------------------------------------
        2      $8.47/$6.58      X         $69.22   =          $89.11
      --------------------------------------------------------------------
        3      $8.47/$9.84      X         $99.85   =          $85.96
      --------------------------------------------------------------------
        4     $8.47/$12.82      X        $136.39   =          $90.12
      --------------------------------------------------------------------
        5      $8.47/$6.65      X         $60.48   =          $77.04
      --------------------------------------------------------------------
        6     $8.47/$18.43      X        $174.03   =          $79.99
      --------------------------------------------------------------------
        7      $8.47/$9.37      X         $93.69   =          $84.70
      --------------------------------------------------------------------
        8      $8.47/$5.79      X         $60.26   =          $88.16
      --------------------------------------------------------------------
        9     $8.47/$10.53                $95.69   =          $76.98
      --------------------------------------------------------------------
       10     $8.47/$10.72      X        $106.15   =          $83.88
      --------------------------------------------------------------------
       11      $8.47/$9.09      X         $93.21   =          $86.86
      --------------------------------------------------------------------
       12      $8.47/$9.56      X         $88.46   =          $78.38
      --------------------------------------------------------------------
                      Mean                                    $83.49
      ====================================================================

      After adjustment for these earnings differences, these transactions
reflect sales prices ranging from $76.98 to $90.12 per square foot with a mean
of $83.49. The sale price per square foot of gross leasable area including land
implicitly contains the locational, physical and economic factors affecting the
value of a shopping center. Nonetheless, the process we have undertaken above is
an attempt to quantify the unit price based upon the subject's income producing
potential. After considering the characteristics of the subject relative to the
above, we believe a unit rate range from approximately $80 to $85 per square
foot is appropriate. Applying this unit rate to the 301,138 square feet of
leasable area results in a value of approximately $24,100,000 to $25,600,000 for
the subject property as completed and stabilized.

================================================================================


                                      -40-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      Alternatively, we have also extracted the overall rates at which the
comparable properties transacted. An overall capitalization rate is the direct
relationship between the net operating income generated by the real estate in
the initial year of an investment and the asset's value in the marketplace.
Overall rates can be affected by any debt which might be incorporated into the
capital structure of the investment. Overall rates are also affected by the
existing leasing schedule at a specific property, the strength or weakness in
the local rental market for that type of real estate, and the risk/return
characteristics of competitive investments.

      As noted, the data which can be extracted from the market indicate a range
of overall capitalization rates between 9.40% and 11.00% with a mean of 10.18%.
Currently, investors are seeking well tenanted power centers in suburban
locations with good income and growth characteristics. The subject neighborhood
would be considered middle market, in that its trade area is expected to show a
slight decline in population but with an average household income that falls
above regional averages. Considering all this, it is our opinion that that
subject would appeal to investors at an overall rate of ranging from 10.25% to
10.50%. Applying this unit rate range to a projected stabilized initial net
operating income of $2,550,866 for the subject property results in a value range
from approximately $24,300,000 to $24,900,000. The indices of investment our
value ranges generate are as follows:

Unit Rate Per Square Foot
Rentable Area:                            301,138 square feet
Price Per S.F. of Rentable Area:          $80 to $85
Indicated Value Range:                    $24,100,000 to $25,600,000

Overall Rate Analysis As Stabilized
Net Operating Income (FY 1998):           $2,550,866
Overall Rate Range:                       10.25% to 10.50%
Indicated Value Range:                    $24,300,000 to $24,900,000

Conclusion - As Completed and Stabilized

      With consideration to all of the above, it becomes our opinion that the
Sales Comparison Approach would indicate a prospective market value As Completed
and Stabilized as of June 1, 1997 ranging from TWENTY FOUR MILLION DOLLARS
($24,000,000) TO TWENTY FIVE MILLION DOLLARS ($25,000,000). The indices of
investment generated by these value conclusions are as follows:

Indicated Value Range:                           $24,000,000 - $25,000,000
Indicated Value Per Square Foot:                  $79.70 - $83.02
Overall Rate:                                     10.20% - 10.60%

================================================================================


                                      -41-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

======================
Analysis - As Is
======================

      To achieve stabilization, ownership will incur leasing commission costs
for Wal - Mart ($1.50 per square foot ), Giant Food ($2.00 per square foot of
building area), plus leasing commissions ($2.50 per square foot) and tenant
alterations costs ($25.00 per square foot) for the 15,412 square foot vacant
space. We estimate the total construction and leasing costs to reach
stabilization at approximately $800,000.

      In addition to the basic construction and leasing costs, a further
adjustment would be necessary to recognize the entrepreneurial effort necessary
to bring the property to stabilization. In the subsequent Income Capitalization
Approach, we project a stabilized yield on invested capital of approximately
11.00 percent for the subject property. Similarly, we project a 12.00 percent
yield on an As Is basis, thereby giving the current purchaser a premium for
accepting the risks of bringing the subject property to stabilization. At a
11.00 percent yield, the present worth of the property cash flows from the
subject property is equal to $24,500,000 at 12.00 percent, these compute to
$23,000,000. The difference between these, $1,500,000, is indicative of the
economically necessary provision for the purchaser's entrepreneurial profit to
acquire an incomplete project like the subject and to bring it to stabilization

      Deducting the $800,000 base cost plus the $1,500,000 million allowance for
entrepreneurial profit renders a total adjustment of $2,300,000. Deducting this
from our estimated range of values As Stabilized, renders an adjusted value
range As Is as of April 16, 1997 of between $21,700,000 and $22,700,000. The
investment parameters generated by this value conclusion are as follows:

Indicated Value Range:                       $21,700,000 - $22,700,000
Indicated Value Per Square Foot:                   $72.06 - $75.38

================================================================================


                                      -42-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                              LIBERTY PLAZA - AS IS
                             ANNUAL CASH FLOW REPORT
                          BEGINNING 5/1/97 FOR 12 YEARS

<TABLE>
<CAPTION>
                             FY1998      FY1999       FY2000        FY2001      FY2002       FY2003       FY2004       FY2005   
INCOME
- ------
<S>                        <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>       
MINIMUM RENT:
ALL TENANTS                2,009,629    2,967,668    2,961,629    2,972,160    3,026,345    3,026,345    3,071,757    2,921,713 
                           ---------    ---------    ---------    ---------    ---------    ---------    ---------    --------- 
TOTAL MINIMUM RENT         2,009,629    2,967,668    2,961,629    2,972,160    3,026,345    3,026,345    3,071,757    2,921,713 

RECOVERIES:
TAX RECOVERIES               300,409      404,684      404,063      403,441      404,684      404,684      404,684      386,761 
INSURANCE RECOVER             24,095       33,485       34,604       35,762       37,126       38,426       39,770       39,297
CAM RECOVERIES               162,395      224,752      232,228      239,982      249,185      257,908      266,934      264,156 
                           ---------    ---------    ---------    ---------    ---------    ---------    ---------    --------- 
TOTAL RECOVERIES             486,899      662,921      670,895      679,185      690,995      701,018      711,388      690,214 
OVERAGE RENT                       0            0            0            0            0            0            0            6 
SALES VOLUME (000)            10,471       47,012       48,657       50,360       52,123       53,947       55,835       57,789 
                           ---------    ---------    ---------    ---------    ---------    ---------    ---------    --------- 
GROSS RENTAL
 INCOME                    2,496,528    3,630,589    3,632,524    3,651,345    3,717,340    3,727,363    3,783,145    3,611,933 
CREDIT LOSS                 (199,722)    (290,447)    (290,602)    (292,107)    (297,387)    (298,189)    (302,652)    (288,955)
MELLON PAD                    18,000       18,000       18,000       18,000       18,000       18,000       18,000       18,000 
                           ---------    ---------    ---------    ---------    ---------    ---------    ---------    --------- 
TOTAL INCOME               2,314,806    3,358,142    3,359,922    3,377,238    3,437,953    3,447,174    3,498,493    3,340,978 

EXPENSES
- --------
PROPERTY TAXES               404,685      404,685      404,685      404,685      404,685      404,685      404,685      404,685 
INSURANCE                     32,353       33,485       34,657       35,870       37,126       38,425       39,770       41,162 
COMMON AREA MAIN             210,270      217,629      225,246      233,130      241,290      249,735      258,475      267,522 
MISCELLANEOUS                 31,531       32,635       33,777       34,959       36,183       37,449       38,760       40,117 
MANAGEMENT FEE                80,385      118,707      118,465      118,886      121,054      121,054      122,870      116,869 
                           ---------    ---------    ---------    ---------    ---------    ---------    ---------    --------- 
TOTAL EXPENSES               759,224      807,141      816,830      827,530      840,338      851,348      864,560      870,355 
                           ---------    ---------    ---------    ---------    ---------    ---------    ---------    --------- 
NET OPERATING
 INCOME                    1,555,582    2,551,001    2,543,092    2,549,708    2,597,615    2,595,826    2,633,933    2,470,623 
ALTERATIONS                        0      385,300            0        9,235            0            0            0            0 
COMMISSIONS                  223,857      150,124            0        5,831            0            0            0            0 
CAPITAL RESERVES              80,647       83,469       86,391       89,414       92,544       95,783       99,135      102,605 
                           ---------    ---------    ---------    ---------    ---------    ---------    ---------    --------- 
CASH FLOW                  1,251,078    1,932,108    2,456,701    2,445,228    2,505,071    2,500,043    2,534,798    2,368,018 
</TABLE>

                            FY2006        FY2007      FY2008      FY2009
INCOME
- ------
MINIMUM RENT:
ALL TENANTS                3,231,359    3,319,859    3,319,859    3,365,271
                           ---------    ---------    ---------    ---------
TOTAL MINIMUM RENT         3,231,359    3,319,859    3,319,859    3,365,271

RECOVERIES:
TAX RECOVERIES               402,B19      404,684      404,684      404,684
INSURANCE RECOVER             42,407       44,094       45,638       47,235
CAM RECOVERIES               289,464      301,031      311,567      322,473
                           ---------    ---------    ---------    ---------
TOTAL RECOVERIES             734,690      749,809      761,889      774,392
OVERAGE RENT                  10,041       20,427       31,177       42,302
SALES VOLUME (000)            59,812       61,906       64,072       66,315
                           ---------    ---------    ---------    ---------
GROSS RENTAL
 INCOME                    3,976,090    4,090,095    4,112,925    4,181,965
CREDIT LOSS                 (318,087)    (327,207)    (329,034)    (334,557)
MELLON PAD                    18,000       18,000       18,000       18,000
                           ---------    ---------    ---------    ---------
TOTAL INCOME               3,676,003    3,780,888    3,801,891    3,865,408

EXPENSES
- --------
PROPERTY TAXES               404,685      404,685      404,685      404,685
INSURANCE                     42,603       44,094       45,637       47,235
COMMON AREA MAIN             276,885      286,576      296,606      306,988
MISCELLANEOUS                 41,521       42,974       44,478       46,035
MANAGEMENT FEE               129,656      133,611      134,041      136,303
                           ---------    ---------    ---------    ---------
TOTAL EXPENSES               895,350      911,940      925,447      941,246
                           ---------    ---------    ---------    ---------
NET OPERATING
 INCOME                    2,780,653    2,868,948    2,876,444    2,924,162
ALTERATIONS                  116,344            0            0            0
COMMISSIONS                   45,843            0            0            0
CAPITAL RESERVES             106,196      109,913      113,760      117,742
                           ---------    ---------    ---------    ---------
CASH FLOW                  2,512,270    2,759,035    2,762,684    2,806,420
<PAGE>

                                                  INCOME CAPITALIZATION APPROACH
================================================================================

Methodology

      The Income Capitalization Approach produces an indication of value through
an economic analysis of the subject property in which the net income generated
by the real estate is capitalized at an appropriate rate. The economic principle
of anticipation, the underlying rationale of this approach, holds that the price
which a prudent purchaser will pay for a property is dependent upon the expected
future income derived from that property. Here, value is based on market
participants' current perceptions of the future benefits of acquiring the asset.

      In the Income Capitalization Approach, we employ the following steps to
reach an estimate of market value for the subject:

    1.    estimate the revenues which a fully informed investor can reasonably
          expect the subject to produce over a specified time period;

    2.    estimate the typical expenses incurred in generating that revenue;

    3.    deduct those expenses from the annual revenues with additional
          allowances for vacancy and credit loss, the cost of expected tenant
          improvements, leasing commissions and reserves for the replacement
          of short-lived capital components.

    4.    estimate the proceeds from the resale of the property at the end of
          the investment holding period.

    5.    discount all residual cash flows into a capital sum which is
          indicative of the subject property's current market value.

      On the opposing page is a presentation of the cash flows which an informed
investor can annually expect from the subject property over the next eleven
years. This period is considered to be a sufficient time for an investor to
benefit from an investment in the subject property as well as sufficient time to
allow the property to return to stabilized operations after the projected leases
to Wal-Mart and Giant Food. A complete discussion of the figures utilized in
this analysis follows as does an explanation of the process of discounting these
cash flows and a current investor's expected reversionary interest in the
subject property to a present capital sum. These cash flows incorporate the
following general assumptions:

      (1)   The commencement date of the investment holding period is May 1,
            1997 and continues on a fiscal basis for a period of 11 years until
            April 30, 2008.

      (2)   All existing leases at the subject property are in full force and
            effect at the commencement of the investment holding period.

      (3)   Market rental rates are projected to increase a 3.5 percent per year
            through the holding period.

================================================================================


                                      -43-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
===================================================================================================================
                                                    Liberty Plaza
                                 Liberty Bell Boulevard at Franklin Mills Boulevard
                                             Philadelphia, Pennsylvania
                                                      Rent Roll
- ------------------------------------------------------------------------------------------------------------------
Tenant                  Leased Area    Term           Rental Rate                 Overage Rent         Improvement
                                                                                   Allowance
- ------------------------------------------------------------------------------------------------------------------
<S>                     <C>            <C>            <C>               <C>       <C>                  <C>        
Dick's Sporting Goods   77,586 S.F.    4/96 -         $10.50/S.F. (Yrs. 1-5)      3%         over      $20.45/S.F.
                                       15 Yrs.        $11.00/S.F. (Yrs. 6-10)     $17,606,250
                                                      $11.75/S.F. (Yrs. 11-15)
- ------------------------------------------------------------------------------------------------------------------
Service Merchandise     53,349 S.F.    4/94 -         $11.25/S.F.                 None                 $25.54/S.F.
                                       10.5 Yrs.
- ------------------------------------------------------------------------------------------------------------------
Boot Village            5,553 S.F.     4/90 -         $13.05/S.F.                 None                 None
                                       10 Yrs.
- ------------------------------------------------------------------------------------------------------------------
Mellon Bank             Pad            7/94-          $18,000/Yr.                 None                 None
                                       12/98
- ------------------------------------------------------------------------------------------------------------------
Wal-Mart                149,238 S.F.   10/97 (Est) -  $6.00/S.F.                  1/2 of 1% of sales   None
(Proposed)                             20 Yrs.                                    over the 7th Yr.
                                                                                  with  a  cap  of
                                                                                  $1.00/S.F.
- ------------------------------------------------------------------------------------------------------------------
Giant Food              Pad            5/98 (Est.) -  $400,000 (Yrs. 1-5)         None                 None
(Proposed)                             25 Yrs.        $430,000 (Yrs. 6-10)
                                                      $460,000 (Yrs. 11-15)
                                                      $490,000 (Yrs. 16-20)
                                                      $520,000 (Yrs. 21-25)
===================================================================================================================
</TABLE>
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      (4)   With the exception of taxes and management fees, expenses are
            projected to increase at 3.50 percent per annum over the investment
            holding period. The management expense is based upon a percentage of
            income. Real estate taxes are projected to grow at a rate of two
            percent per year over the holding period.

      (5)   The investment will be liquidated based upon what would be the
            eleventh year's net operating income capitalized at an overall rate
            of 10.50 percent less transaction costs equal to 3 percent of the
            projected reversionary sale price.

Potential Gross Revenues

      The total potential gross revenues generated by a property like the
subject are composed of two distinct elements; a minimum base rent determined by
lease agreement and a reimbursement of certain expenses incurred in the
ownership and operation of the real estate. The minimum base rent represents a
legal contract establishing a return to the investors in the real estate. The
reimbursement of certain expenses serves to maintain this return in an era of
continually rising costs of operation.

      In the initial year of investment (FY 1998), it is projected that the
subject property will generate $2,514,528 in potential gross revenue. This
estimate of gross revenues is equal to $8.38 per square foot of rentable area
(301,138 square feet). Of this total, $6.67 per square foot is attributable to
base rental income.

Base Rental Income

      The base rental income which an asset such as the subject property will
generate for an investor is analyzed as to its quality, quantity and durability.
The quality and probable duration of income will affect the amount of risk which
an informed investor may expect over the property's useful life. The element if
risk is reflected in the application of a final capitalization rate.

      The quantity of income which an informed investor is warranted in assuming
the subject property will produce reflects a review of the existing rent roll in
conjunction with the rent currently being paid for comparable space and
services. The current rent roll is exhibited on the opposing page. The subject
property contains several tenant categories based upon size and location. They
may be summarized as follows:

          ============================================================
          Tenant Category                  Size
          ------------------------------------------------------------
          Former Bradlees                  149,238 S.F.
          ------------------------------------------------------------
          Large Anchor                     70,000 + S.F.
          ------------------------------------------------------------
          Small Anchor                     50,000 + S.F.
          ------------------------------------------------------------
          Large Tenant                     15,000 - 50,000 S.F.
          ------------------------------------------------------------
          Small Tenant                     Less than 15,000 S.F.
          ============================================================

================================================================================


                                      -44-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
===================================================================================================================================
Liberty Plaza                                                                                                 RENT COMPARABLES
                                                      15,001 - 50,000 S.F. Tenants                                  29-Apr-97
Philadelphia, PA                                      All Effective Rents discounted at                                  10.50%
- -----------------------------------------------------------------------------------------------------------------------------------
Property Name - Tenant Name              Commencement                  Lease NRA
Address & Proximity to Subject           ------------               ------------------            Contract Rent
Building NRA/Age & Occupancy             & Lease Term               Condition of Space               PSF/unit            Lease
                                                                    ------------------           ---------------      Concessions
                                                                     New/Expand/Renev            CPI/Escalations     $ Per S.F.  
                                                                    ------------------
                                                                      Add On Factor 
===================================================================================================================================
<S>                                         <C>          <C>       <C>                           <C>        <C>              <C>   
                                                                                                  1-5                              
Subject:                                     ^n/a                                                          $12.00  F/R(mos        0
Market Terms                                            15.00                                     6-10             F/R:      $ 0.00
Liberty Plaza                               Years                  2nd Generation                          $13.00  M/A:      $ 0.00
                                                                                                 11-15             PKG:      $ 0.00
301,138/1989 & 1994/45%                                                                                    $14.00  LBO:      $ 0.00
                                                                                                 16-20             Other:    $ 0.00
                                                                                                            $0.00                  
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                  1-5                              
Comp.1:                                      1995                              20,000                      $14.50  F/R(mos        0
Old Navy                                                15.00      1st Generation                 6-10             F/R:      $ 0.00
East Gate Square                            Years                       New                                $17.00  M/A:      $ 0.00
10 Miles from subject                                                                            11-15             PKG:      $ 0.00
744,000 sf NRA/1993-1996/90%                                                                               $20.00  LBO:      $ 0.00
                                                                                                                   Other:    $ 0.00
                                                                                                                                   
                                                                                                                                   
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                  1-5                              
Comp.2:                                      1993                              20,000                      $13.00                  
AC Moore                                                15.00      1st Generation                 6-10             F/R(mos        0
East Gate Square                            Years                       New                                $14.00  F/R:      $ 0.00
10 Miles from subject                                                                            11-15             M/A:      $ 0.00
744,000 sf NRA/1993-1996/90%                                                                               $15.00  PKG:      $ 0.00
                                                                                                                   LBO:      $ 0.00
                                                                                                                   Other:    $ 0.00
                                                                                                                                   
                                                                                                                                   
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                  1-3                              
Comp.3:                                      1993                              30,096                      $12.00                  
Linens N Things                                         15.00      1st Generation                 6-10             F/R(mos        0
East Gate Square                            Years                                                          $13.00  F/R:      $ 0.00
10 Miles from subject                                                                            11-15             M/A:      $ 0.00
744,000 sf NRA/1993-1996/90%                                                                               $14.00  PKG:      $ 0.00
                                                                                                                   LBO:      $ 0.00
                                                                                                                   Other:    $ 0.00
                                                                                                                                   
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                  1-5                              
Comp.4:                                      1996                              26,752                      $16.00                  
PetsMart                                                15.00                                     6-10             F/R(mos        0
The Court at Oxford Valley                  Years                                                          $17.00  F/R:      $ 0.00
5 Miles from Subject                                                                             11-15             M/A:      $ 0.00
430,000 sf NRA/1996/100%                                                                                   $18.00  PKG:      $ 0.00
                                                                                                 16-20             LBO:      $ 0.00
                                                                                                            $0.00  Other:    $ 0.00
                                                                                                                                   
                                                                                                                                   
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                  1-5                              
Comp.5:                                      1996                              26,752                      $13.50  F/R(mos        0
PetsMart                                                15.50      1st Generation                 6-10             F/R:      $ 0.00
Brandywine Square                           Years                       New                                $14.85  M/A:      $ 0.00
15 Miles from Subject                                                                            11-15             PKG:      $ 0.00
579,000 sf NRA/1996/100%                                                                                   $16.34  LBO:      $ 0.00
                                                                                                 16-20             Other:    $ 0.00

                                                                                                           $ 0.00
===================================================================================================================================

<CAPTION>

===================================================================================================================================
Liberty Plaza                                                                                                 RENT COMPARABLES
                                                      Less then 15,000 S.F. Tenants                                  29-Apr-97
Philadelphia, PA                                      All Effective Rents discounted at                                  10.50%
- -----------------------------------------------------------------------------------------------------------------------------------
Property Name - Tenant Name                                                Effective           Adj.
Address & Proximity to Subject          Workletter    Effective               Rent          Effective
Building NRA/Age & Occupancy            $ Per S.F       Rent               Adjustments       Rent Per
                                                                                            S.F./Unit
============================================================================================================================
<S>                                        <C>         <C>        <C>                   <C>   <C>        <C>          <C> 
                                                                                                         NPV           95.49
Subject:                                  $25.00       $ 9.35     Quality/Age:          0%    $ 9.35     Workletter   (25.00)
Market Terms                                                      Location:             0%               Commission     0.00
Liberty Plaza                                                     Size/Credit:          0%               Other          0.00
                                                                                                         -------------------
301,138/1989 & 1994/45%                                           Amenities:            0%               Adj NPV       70.49
                                                                                                         -------------------
                                                                  Lease Term:           0%               G Eff Rent   $ 9.35
                                                                  Other:                0%               Optg Exp        n/a
                                                                  -----------------------                -------------------
                                                                  Total Adj:            0%               Net Eff Ren  $ 9.35
- --------------------------------------------------------------------------------------------------------====================
                                                                                                         NPV          122.56
Comp.1:                                   $25.00       $12.94     Quality/Age:          5%    $ 9.71     Workletter   (25.00)
Old Navy                                                          Location:            20%               Commission     0.00
East Gate Square                                                  Size/Credit:          0%               Other          0.00
                                                                                                         -------------------
10 Miles from subject                                             Amenities:            0%               Adj NPV       97.56
                                                                                                         -------------------
744,000 sf NRA/1993-1996/90%                                      Lease Term:           0%               G Eff Rent   $12.94
                                                                  Other:                0%               Optg Exp        n/a
                                                                  -----------------------                -------------------
                                                                  Total Adj:           25%               Net Eff Ren  $12.94
                                                                                                                            
- --------------------------------------------------------------------------------------------------------====================
                                                                                                                            
Comp.2:                                                                                                  NPV          103.03
AC Moore                                   $5.00       $13.00     Quality/Age:          5%    $ 9.75     Workletter    (5.00)
East Gate Square                                                  Location:            20%               Commission     0.00
10 Miles from subject                                             Size/Credit:          0%               Other          0.00
                                                                                                         -------------------
744,000 sf NRA/1993-1996/90%                                      Amenities:            0%               Adj NPV       98.03
                                                                                                         -------------------
                                                                  Lease Term:           0%               G Eff Rent   $13.00
                                                                  Other:                0%               Optg Exp        n/a
                                                                  -----------------------                -------------------
                                                                  Total Adj:           25%               Net Eff Ren  $13.00
                                                                                                           
- --------------------------------------------------------------------------------------------------------====================
                                                                                                         NPV           95.49
Comp.3:                                    $5.00       $12.00     Quality/Age:          5%    $ 9.00     Workletter    (5.00)
Linens N Things                                                   Location:            20%               Commission     0.00
East Gate Square                                                  Size/Credit:          0%               Other          0.00
                                                                                                         -------------------
10 Miles from subject                                             Amenities:            0%               Adj NPV       90.49
                                                                                                         -------------------
744,000 sf NRA/1993-1996/90%                                      Lease Term:           0%               G Eff Rent   $12.00
                                                                  Other:                0%               Optg Exp        n/a
                                                                  -----------------------                -------------------
                                                                  Total Adj:           25%               Net Eff Ren  $12.00
                                                                                                                             
- --------------------------------------------------------------------------------------------------------====================
                                                                                                                            
Comp.4:                                                                                                  NPV           125.64
PetsMart                                  $25.00       $13.35     Quality/Age:          5%    $10.01     Workletter    (25.00)
The Court at Oxford Valley                                        Location:            20%               Commission      0.00
5 Miles from Subject                                              Size/Credit:          0%               Other           0.00
430,000 sf NRA/1996/100%                                                                                -------------------
                                                                  Amenities:            0%               Adj NPV       100.64
                                                                                                         -------------------
                                                                  Lease Term:           0%               G Eff Rent    $13.35
                                                                  Other:                0%               Optg Exp         n/a
                                                                  -----------------------                -------------------
                                                                  Total Adj:           25%               Net Eff Ren   $13.35
                                                                                                                            
- --------------------------------------------------------------------------------------------------------====================
                                                                                                         NPV          110.40
Comp.5:                                   $25.00       $11.18     Quality/Age:          5%    $ 8.94     Workletter   (25.00)
Petsmart                                                          Location:             0%               Commission     0.00
Brandywine Square                                                 Size/Credit:          5%               Other          0.00
                                                                                                         -------------------
15 Miles from Subject                                             Amenities:            0%               Adj NPV       85.40
                                                                                                         -------------------
579,000 sf NRA/1996/100%                                          Lease Term:           0%               G Eff Rent   $11.18
                                                                  Other:               10%               Optg Exp        n/a
                                                                  ------------------------               -------------------
                                                                  Total Adj:           20%               Net Eff Ren  $11.18
============================================================================================================================
</TABLE>
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Listed below is a summary of the two existing anchor tenants as well as
the proposed lease to Wal-Mart.

================================================================================
                                  Liberty Plaza
                            Recent Lease Transactions
- --------------------------------------------------------------------------------
Tenant                   Term              Leased          Rent/S.F.
                                           Area
- --------------------------------------------------------------------------------
Wal-Mart                 10/97 (Est) -    149,238 S.F.     $6.00
                            20 Yrs.
- --------------------------------------------------------------------------------
Dick's Sporting Goods       4/96 -         77,586 S.F.     $10.50 (Yrs. 1-5)
                           15 Yrs.                         $11.00 (Yrs. 6-10)
                                                           $11.75 (Yrs. 11-15)
- --------------------------------------------------------------------------------
Service Merchandise         4/94 -         53,349 S.F.     $11.25
                          10.5 Yrs.
================================================================================

      The $6.00 per square foot rent to Wal-Mart is justified by the size of the
leased area, the creditworthiness of the tenant and the lack of tenant
improvement costs. The effective rate for the Dick's Sporting Goods lease is
$10.88 per square foot over its fifteen year term, while the Service Merchandise
is fixed at $11.25 per square foot for its 10.5 year term. Due to its larger
size, we estimate that a $.50 per square foot differential would be justified
between these two tenants. Based upon the recent lease transactions as well as
comparable leases from our market survey, we estimate the market rental rate for
the anchor space to be as follows:

================================================================================
                             Market Rental Estimate
                                 Anchor Tenants
================================================================================
Tenant                  Term          Rental Rate        Increases
- --------------------------------------------------------------------------------
Wal-Mart                20 Years      $6.00/S.F.          None
- --------------------------------------------------------------------------------
Dick's Sporting Goods   15 Years      $10.50/S.F.         $.50/S.F Every 5 Yrs.
- --------------------------------------------------------------------------------
Service Merchandise     15 Years      $11.00/S.F.         $.50/S.F Every 5 Yrs.
================================================================================

      Currently vacant at the subject is a 15,412 square foot space which has
never been leased. On the opposing page is a summary of recent lease
transactions in Philadelphia area power centers of similar size. After
adjustment for term, tenant improvement allowance, quality/ age and location,
the adjusted effective rent ranges between $8.94 and $10.01 per square foot.
Based upon this analysis, the estimate of market rental rate for the large
tenant space of 15,412 square feet of $12.00 per square foot with a $25.00 per
square foot workletter and a $1.00 per square foot increase every five years
appears reasonable and market oriented.

      Finally, the subject contains a 5,553 square foot space which is leased to
Boot Village until the year 2000 at a rental rate of $13.05 per square foot.
This lease transaction commenced in 1990. On the following opposing page is a
summary of lease transactions in Power Centers which we have used to compare to
this tenant category.

      After adjustment for quality/age, location and size, the comparable lease
transactions range between $14.40 and $15.40 per square foot. Based upon this
analysis, it becomes our opinion that the market rent for the small tenant space
is $15.00 per square foot for a five year term with no tenant improvement costs.

================================================================================


                                      -45-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
===================================================================================================================================
Liberty Plaza                                                                                                 RENT COMPARABLES
                                                      Less then 15,000 S.F. Tenants                                  29-Apr-97
Philadelphia, PA                                      All Effective Rents discounted at                                  10.50%
- -----------------------------------------------------------------------------------------------------------------------------------
Property Name - Tenant Name              Commencement                  Lease NRA
Address & Proximity to Subject           ------------               ------------------            Contract Rent
Building NRA/Age & Occupancy             & Lease Term               Condition of Space               PSF/unit            Lease
                                                                    ------------------           ---------------      Concessions
301,138/1989 & 1994/45%                                              New/Expand/Renev            CPI/Escalations     $ Per S.F.  
                                                                    ------------------
                                                                      Add On Factor
===================================================================================================================================
<S>                                         <C>          <C>       <C>                           <C>        <C>              <C>   
                                                                                                  1-5                              
Subject:                                     ^n/a                                                          $15.00  F/R(mos        0
Market Terms                                             5.00                                     6-10             F/R:      $ 0.00
Liberty Plaza                               Years                  2nd Generation                           $0.00  M/A:      $ 0.00
                                                                                                 11-15             PKG:      $ 0.00
                                                                                                            $0.00  LBO:      $ 0.00
                                                                                                 16-20             Other:    $ 0.00
                                                                                                            $0.00                  
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                  1-5                              
Comp.1:                                      1994                               5,100                      $20.00  F/R(mos        0
Blockbuster Video                                        5.00      1st Generation                 6-10             F/R:      $ 0.00
East Gate Square                            Years                       New                                 $0.00  M/A:      $ 0.00
10 Miles from subject                                                                            11-15             PKG:      $ 0.00
744,000 sf NRA/1993-1996/90%                                                                                $0.00  LBO:      $ 0.00
                                                                                                                   Other:    $ 0.00
                                                                                                                                   
                                                                                                                                   
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                  1-5                              
Comp.2:                                      1994                               2,628                      $22.00                  
Household Finance                                        5.00      1st Generation                 6-10             F/R(mos        0
East Gate Square                            Years                       New                                 $0.00  F/R:      $ 0.00
10 Miles from subject                                                                            11-15             M/A:      $ 0.00
744,000 sf NRA/1993-1996/90%                                                                                $0.00  PKG:      $ 0.00
                                                                                                                   LBO:      $ 0.00
                                                                                                                   Other:    $ 0.00
                                                                                                                                   
                                                                                                                                   
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                  1-3                              
Comp.3:                                      1994                               1,700                      $21.67                  
Funco                                                    3.00      1st Generation                 6-10             F/R(mos        0
East Gate Square                            Years                                                           $0.00  F/R:      $ 0.00
10 Miles from subject                                                                            11-15             M/A:      $ 0.00
744,000 sf NRA/1993-1996/90%                                                                                $0.00  PKG:      $ 0.00
                                                                                                                   LBO:      $ 0.00
                                                                                                                   Other:    $ 0.00
                                                                                                                                   
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                  1-5                              
Comp.4:                                      1996                               1,469                      $16.00                  
Sears Optical                                            5.00      1st Generation                 6-10             F/R(mos        0
Brandywine Square                           Years                                                           $0.00  F/R:      $ 0.00
15 Miles from Subject                                                                            11-15             M/A:      $ 0.00
579,000 sf NRA/1996/95%                                                                                     $0.00  PKG:      $ 0.00
                                                                                                 16-20             LBO:      $ 0.00
                                                                                                            $0.00  Other:    $ 0.00
                                                                                                                                   
                                                                                                                                   
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                  1-5                              
Comp.5:                                      1996                               1,200                      $16.00  F/R(mos        0
GNC                                                      5.00      1st Generation                 6-10             F/R:      $ 0.00
Brandywine Square                           Years                       New                                 $0.00  M/A:      $ 0.00
15 Miles from Subject                                                                            11-15             PKG:      $ 0.00
579,000 sf NRA/1996/100%                                                                                    $0.00  LBO:      $ 0.00
                                                                                                 16-20             Other:    $ 0.00
===================================================================================================================================
                                                                                                            $0.00                  
- -----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

===================================================================================================================================
Liberty Plaza                                                                                                 RENT COMPARABLES
                                                      Less then 15,000 S.F. Tenants                                  29-Apr-97
Philadelphia, PA                                      All Effective Rents discounted at                                  10.50%
- -----------------------------------------------------------------------------------------------------------------------------------
Property Name - Tenant Name                                                Effective           Adj.
Address & Proximity to Subject          Workletter    Effective               Rent          Effective
Building NRA/Age & Occupancy            $ Per S.F       Rent               Adjustments       Rent Per
                                                                                            S.F./Unit
============================================================================================================================
<S>                                        <C>         <C>        <C>                   <C>   <C>        <C>          <C> 
                                                                                                         NPV           58.16
Subject:                                   $0.00       $15.00     Quality/Age:          0%    $15.00     Workletter     0.00
Market Terms                                                      Location:             0%               Commission     0.00
Liberty Plaza                                                     Size/Credit:          0%               Other          0.00
                                                                  Amenities:            0%               Adj NPV       58.16
301,138/1989 & 1994/45%                                           Lease Term:           0%               G Eff Rent   $15.00
                                                                  Other:                0%               Optg Exp        n/a
                                                                  -----------------------                -------------------
                                                                  Total Adj:            0%               Net Eff Ren  $15.00
- --------------------------------------------------------------------------------------------------------====================
                                                                                                         NPV           77.54
Comp.1:                                    $0.00       $20.00     Quality/Age:          5%    $15.00     Workletter     0.00
Blockbuster Video                                                 Location:            20%               Commission     0.00
East Gate Square                                                  Size/Credit:          0%               Other          0.00
10 Miles from subject                                             Amenities:            0%               Adj NPV       77.54
744,000 sf NRA/1993-1996/90%                                      Lease Term:           0%               G Eff Rent   $20.00
                                                                  Other:                0%               Optg Exp        n/a
                                                                  -----------------------                -------------------
                                                                  Total Adj:           25%               Net Eff Ren  $20.00
                                                                  
- --------------------------------------------------------------------------------------------------------====================
                                                                                                                            
Comp.2:                                                                                                  NPV           85.30
Household Finance                          $0.00       $22.00     Quality/Age:          5%    $15.40     Workletter     0.00
East Gate Square                                                  Location:            20%               Commission     0.00
10 Miles from subject                                             Size/Credit:          5%               Other          0.00
744,000 sf NRA/1993-1996/90%                                      Amenities:            0%               Adj NPV       85.30
                                                                  Lease Term:           0%               G Eff Rent   $22.00
                                                                  Other:                0%               Optg Exp        n/a
                                                                  -----------------------                -------------------
                                                                  Total Adj:           30%               Net Eff Ren  $22.00
                                                                                                                            
- --------------------------------------------------------------------------------------------------------====================
                                                                                                         NPV           55.56
Comp.3:                                    $0.00       $21.67     Quality/Age:          5%    $15.17     Workletter     0.00
Funco                                                             Location:            20%               Commission     0.00
East Gate Square                                                  Size/Credit:          5%               Other          0.00
10 Miles from subject                                             Amenities:            0%               Adj NPV       55.56
744,000 sf NRA/1993-1996/90%                                      Lease Term:           0%               G Eff Rent   $21.67
                                                                  Other:                0%               Optg Exp        n/a
                                                                  -----------------------                -------------------
                                                                  Total Adj:           30%               Net Eff Ren  $21.67
                                                                                                                            
- --------------------------------------------------------------------------------------------------------====================
                                                                                                                            
Comp.4:                                                                                                  NPV           62.03
Sears Optical                              $0.00       $16.00     Quality/Age:          5%    $14.40     Workletter     0.00
Brandywine Square                                                 Location:             0%               Commission     0.00
15 Miles from Subject                                             Size/Credit:          5%               Other          0.00
579,000 sf NRA/1996/95%                                           Amenities:            0%               Adj NPV       62.03
                                                                  Lease Term:           0%               G Eff Rent   $16.00
                                                                  Other:                0%               Optg Exp        n/a
                                                                  -----------------------                -------------------
                                                                  Total Adj:           10%               Net Eff Ren  $16.00
                                                                                                                            
- --------------------------------------------------------------------------------------------------------====================
                                                                                                         NPV           62.03
Comp.5:                                    $0.00       $16.00     Quality/Age:          5%    $14.40     Workletter     0.00
GNC                                                               Location:             0%               Commission     0.00
Brandywine Square                                                 Size/Credit:          5%               Other          0.00
15 Miles from Subject                                             Amenities:            0%               Adj NPV       62.03
579,000 sf NRA/1996/100%                                          Lease Term:           0%               G Eff Rent   $16.00
                                                                  Other:                0%               Optg Exp        n/a
============================================================================================================================
                                                                  Total Adj:           10%               Net Eff Ren  $16.00
- --------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                                  Income Capitalization Approach
================================================================================

================================================================================
                                  Liberty Plaza
                             Market Rent Assumptions
================================================================================
Tenant                Market Rent/S.F.    Term         Increases
================================================================================
Wal-Mart                    $6.00       20 Years    None
- --------------------------------------------------------------------------------
Dick's Sporting Goods      $10.50       15 Years    $.50/s.f every 5 Yrs.
- --------------------------------------------------------------------------------
Service Merchandise        $11.00       15 Years    $.50/s.f every 5 Yrs.
- --------------------------------------------------------------------------------
Woodhaven Sports            $6.00       15 Years    $1.00/s.f. every five years
- --------------------------------------------------------------------------------
15,000 + S.F.              $12.00       15 Years    $1.00/s.f. every five years
- --------------------------------------------------------------------------------
Less than 15,000 S.F.      $15.00        5 Years    None
================================================================================

Income Growth Rates

      Market rent will, over the life of a prescribed holding period, quite
obviously follow an erratic pattern. A review of investor's expectations
regarding income and expense growth shows that projections range between 2% and
4% for retail centers. Cushman and Wakefield's Autumn 1996 survey of pension
funds, REITs, banks, insurance companies and institutional investors reveals
that current income forecasts are utilizing average annual growth rates of
between 3.3% and 3.5%.

      The Peter J. Korpacz Investor Survey shows similar results. For the Fourth
Quarter 1996, they report average annual rent growth of 3.04 percent. After
considering the above, we have utilized a rent growth rate of 3.50 percent which
is in line with current investor surveys.

Overage Rent

      In addition to the minimum base rent, it is expected that some of the
tenants at the subject property will contract to pay a percentage of their gross
annual sales as overage rent. Typical lease terms provide for overage rent
ranging from 1% to 6% over a natural breakpoint. In certain instances, the lease
provides for a specified breakpoint sales level.

      Traditionally, it takes a number of years for a retail center to mature
and gain acceptance before generating any sizable percentage income. As a center
matures, the level of overage rents increases and can become a major ingredient
protecting the equity investor against inflation.

      With the exception of the Wal-Mart lease, we have not forecasted any
overage rent from tenants in the center due to the speculative nature of such a
projection. It is virtually impossible to project sales in a new center with any
objectivity. Nonetheless, it is likely that this location could generate overage
rent over its economic life.

      The Wal-Mart lease calls for percentage rent of 1/2 of 1 percent of sales
over those in the seventh year with a cap of $1.00 per square foot. Wal-Mart
discount stores range in size from 30,000-150,000 square feet, with an average
store size of about 91,100 square feet. Stores are organized with 36 departments
and offer a wide variety of merchandise, about 27.0% of which are soft goods,
and 26.0% of which are hardware, housewares, auto supplies, and small
appliances. The following chart presents a summary of Wal-Mart operations:

================================================================================


                                      -46-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

================================================================================
                          Wal-Mart Division (Domestic)
================================================================================
    Division          FY 1992       FY 1993     FY 1994       FY 1995   FY 1996
================================================================================
Net Sales (Mil)       $31,342       $38,200     $44,900       $53,350   $54,911
- --------------------------------------------------------------------------------
No. Stores              1,714         1,848       1,950         1,985     1,995
- --------------------------------------------------------------------------------
Sales/Store (000)     $18,286       $20,671     $23,026       $26,877   $27,524
- --------------------------------------------------------------------------------
Total Sq./Ft (000)    128,115       147,366     163,552       173,662   181,851
- --------------------------------------------------------------------------------
Avg. Store Size        74,750        79,740      83,870        87,490    91,150
- --------------------------------------------------------------------------------
Sales Per Sq./Ft         $245          $259        $275          $307      $302
================================================================================

      In our analysis, we have projected retail sales for the projected Wal-Mart
store at the subject at $302 per square foot in the initial year growing at 3.5
percent per year. In the eighth year, we project overage rent of $10,041
equivalent to $.07 per square feet of Wal-Mart's leasable area.

Absorption

      In our analysis, we have projected that Wal-Mart will be occupying the
former Bradlees space by October, 1997 and that Giant Food will have constructed
and occupied their store by May, 1998. Remaining to be leased is a 15,412 square
foot space between Dick's Sporting Goods and Service Merchandise. With the
projected new occupancy by Wal-Mart, this should be an attractive space for a
medium size retail tenant. In our analysis, we have allowed twelve months to
locate, lease and build out this space for a new tenant. The following chart is
a presentation of the absorption schedule which we have incorporated in our
analysis. We believe this schedule reflects the thinking of a knowledgeable and
realistic investor in the current environment.

================================================================================
                                  Liberty Plaza
                               Absorption Schedule
================================================================================
Area Leased      Term      Rental Rate      Rent Increases       Expenses
- --------------------------------------------------------------------------------
149,238 S.F.    10/97      $6.00/S.F.            Flat            Net
 (Wal-Mart)    20 Yrs.
- --------------------------------------------------------------------------------
15,412 S.F.      5/98      $12.00/S.F.  $1.00 per square foot    Net +10% Admin.
               15 Yrs.                     every 5 yrs..
- --------------------------------------------------------------------------------
 Land Lease      5/98     $400,000/YR.   $30,000 every 5 yrs.    Net
  (Giant)      25 Yrs.
================================================================================

Reimbursements

      Consistent with market leasing practice for this type of real estate, the
tenant in a property such as the subject will be responsible for their pro-rata
share of certain expenses incurred annually in the operation and ownership of
the investment over the holding period. These expenses include real estate
taxes, insurance, and common area maintenance. Additionally, most tenants will
be paying a 10% administrative surcharge on these expenses. A full discussion of
both reimbursable and non-reimbursable expenses is found in subsequent
paragraphs. It is our intent here only to describe the operation of this
additional source of revenue.

================================================================================


                                      -47-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Miscellaneous Income

      Mellon Bank leases a pad site for $18,000 per year through 1998 with an
option at the same rent through January, 2003. Mellon Bank operates a drive
through bank at this location. In our analysis, we have assumed that this
miscellaneous income source will remain fixed through the period of our
analysis.

Allowance for Vacancy and Credit Loss

      A deduction must be made from the total gross revenues due an investor in
the subject property to account for the possibility of vacancy and/or
non-collection of rent. In the Market Analysis section of this report, we noted
that the overall vacancy for retail space in Philadelphia is currently
approximately 8 percent. We have, therefore, deducted 8 percent from gross
potential revenues as an allowance for the occasional non-payment of rent or
expenses by a lessee.

      Additionally, our analysis has incorporated a lag vacancy allowance which
provides for down time between the expiration of an existing lease and the
commencement of a new lease. Upon the expiration of a lease, it is our best
estimate that there is a 70 percent probability that the tenant will renew and a
30 percent probability that the tenant will vacate. Upon renewal, no down time
is recognized. Should a tenant vacate, then it is our expectation that an
average down time of nine months time would be reasonable. Therefore, the
weighted average lag vacancy utilized between lease expirations in this report
is three months.

================================================================================
                            Effective Gross Revenues
                           Initial Year of Investment
                                   Fiscal 1998
================================================================================
Source of Revenue             Aggregate Sum    Unit Rate     Income Ratio
- --------------------------------------------------------------------------------
Potential Gross Revenues       $2,514,528        $8.35          100%
- --------------------------------------------------------------------------------
Vacancy & Credit Loss          $  199,722        $ .66            8%
- --------------------------------------------------------------------------------
Effective Gross Revenues       $2,314,806        $7.69           92%
================================================================================

Expenses

      Total expenses incurred in the production of revenues from the subject
property are segregated into two categories; operating and other, non-operating
items. The operating items of expense include real estate taxes, insurance,
common area maintenance, management fees and miscellaneous items. Other,
non-operating expenses include leasing commissions, tenant improvement costs,
and a reserve for the replacement of short-lived capital components. With the
exception of management fees and miscellaneous items, all of the operating
expenses of the subject are reimbursable from the various tenants. Conversely,
all non-operating expenses of the real estate are not reimbursable by the
tenants.

================================================================================


                                      -48-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                  Liberty Plaza
                               Operating Expenses

<TABLE>
<CAPTION>
=================================================================================================================
                                     Unit Rate            Unit Rate               Unit Rate             Unit Rate
Expense                       1994      S.F.     1995       S.F.        1996       S.F.        1997        S.F.
=================================================================================================================
<S>                          <C>       <C>      <C>         <C>         <C>         <C>       <C>         <C>  
Salaries                     $4,988    $0.02    $10,349     $0.03       $16,260     $0.05     $20,721     $0.07
- -----------------------------------------------------------------------------------------------------------------
Taxes                       $67,832    $0.23   $402,998     $1.34      $402,968     $1.34    $403,144     $1.34
- -----------------------------------------------------------------------------------------------------------------
Maintenance                  $8,064    $0.03   $107,409     $0.36      $153,240     $0.51    $146,300     $0.49
- -----------------------------------------------------------------------------------------------------------------
Utilities                   $42,685    $0.14    $31,539     $0.10       $28,444     $0.09      $8,844     $0.03
- -----------------------------------------------------------------------------------------------------------------
Management Fees             $35,494    $0.12    $84,626     $0.28      $111,756     $0.37     $71,633     $0.24
- -----------------------------------------------------------------------------------------------------------------
Insurance                   $19,250    $0.06   $117,245     $0.39      $115,287     $0.38     $31,980     $0.11
- -----------------------------------------------------------------------------------------------------------------
Miscellaneous                $2,181    $0.01     $1,182     $0.00      $254,407     $0.84    $119,650     $0.40
- -----------------------------------------------------------------------------------------------------------------
Other                                          $195,856     $0.65
- -----------------------------------------------------------------------------------------------------------------
Total Operating Expenses   $180,494    $0.60   $951,204     $3.16    $1,082,362     $3.59    $802,272     $2.66
=================================================================================================================
</TABLE>
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Expense Growth Rates

      Expense growth rates are generally forecasted to be more consistent with
inflationary trends than necessarily with competitive market forces. Cushman and
Wakefield's Autumn 1996 survey indicates that investors are utilizing expense
growth rates between 3.4% and 3.7%. The Peter J. Korpacz Investor Survey
indicates and average annual expense growth rate of 3.99%. With the exception of
management and real estate taxes, we have projected that expenses will grow at
3.5% throughout the holding period. The management expense is based upon a
percentage of income.

      The real estate tax rate in the City of Philadelphia has not changed since
1991. The City is under considerable pressure to avoid tax increases to deter
companies from leaving Philadelphia for the suburbs. While there must be some
growth in income for the City over time, it is expected to be less than the
projected inflation growth rate. In this analysis, we project that real estate
taxes will grow at a rate of two percent per year over the holding period.

Operating Expenses

      The total annual operating expenses of the subject are projected from a
review of the projected budget for the subject as well as those of similar
properties with which we are familiar. On the opposing page is a summary of
historical and budgeted expenses for the subject. We have analyzed each item of
expense individually and attempted to project what the typical investor in a
property like the subject would consider reasonable, based upon informed
opinion, judgment, and experience.

      Listed below is a summary of expenses from Power Centers from our files.
Following that is a summary and discussion of the typical operating expenses
which an informed investor can expect to incur in the production of income from
the subject property during the initial year of an investment holding period.

================================================================================

                                  Power Centers
                               Expense Comparables

================================================================================
Location/         Mt. Laurel, NJ  Deptford, NJ  Philadelphia, PA  Pittsburgh, PA
Size               241,316 S.F.   199,505 S.F.     298,242 S.F.     339,698 S.F.
================================================================================
Real Estate Taxes     $2.30          $2.43/S.F      $.81/S.F.       $2.87/S.F.
- --------------------------------------------------------------------------------
Insurance              $.20          $.17/S.F.      $.20/S.F.        $.23/S.F.
- --------------------------------------------------------------------------------
Common Area            $.80          $.92/S.F.     $1.57/S.F.        $.70/S.F.
- --------------------------------------------------------------------------------
Management             $.75          $.30/S.F.      $.42/S.F.        $.22/S.F.
- --------------------------------------------------------------------------------
Miscellaneous                                       $.23/S.F.        $.04/S.F.
================================================================================
Total                 $4.05          $3.82/S.F     $3.23/S.F.       $4.04/S.F.
================================================================================

================================================================================


                                      -49-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

================================================================================
                                Subject Property
                               Operating Expenses
                           Initial Year of Investment
                                   Fiscal 1998
================================================================================
Expense Item           Aggregate Sum         Unit Rate         Expense Ratio
- --------------------------------------------------------------------------------
Real Estate Taxes           $404,685             $1.34             18%
- --------------------------------------------------------------------------------
Insurance                   $ 32,353             $ .11              2%
- --------------------------------------------------------------------------------
Common Area Maintenance     $210,270             $ .70              9%
- --------------------------------------------------------------------------------
Miscellaneous               $ 31,531             $ .11              1%
- --------------------------------------------------------------------------------
Management                  $ 80,385             $ .27              4%
- --------------------------------------------------------------------------------
Total                       $759,224             $2.52             33%
================================================================================

      Real Estate Taxes - A complete discussion of taxes is included elsewhere
      in this report. In the initial year of investment, (FY 1998), the real
      estate tax expense is estimated at $404,685 or $1.34 per square foot of
      rentable area. In this analysis, we project that real estate taxes will
      grow at a rate of two percent per year over the holding period.

      Insurance - The cost of liability and hazard insurance in the initial
      fiscal year of the holding period is projected to be $32,353 or $.11 per
      square foot of total rentable area. This expense is based upon management
      estimates and appears reasonable based upon the subject's age, size,
      design and condition. Insurance is projected to grow at 3.50 percent per
      year through the holding period.

      Common Area Maintenance- This expense category includes the annual cost of
      miscellaneous building and service equipment repairs and common area
      maintenance, as well as common area janitorial, utilities, lawn care and
      snow removal. Our analysis has projected this expense at $210,270 or $.70
      per square foot. This expense is based upon management estimates and
      expense comparables and is projected to escalate at an average annual rate
      of 3.50 percent over the holding period.

      Management - The current management contract is based upon 4.0 percent of
      minimum rent, percentage rent and miscellaneous income. This amount
      includes collections, supervision and the preparation of all budgets. In
      the initial fiscal year, this amount is forecasted to be $80,385 or
      approximately $.27 per square foot of total rentable area.

      Miscellaneous - We have projected a total of $31,531 or $.11 per square
      foot of rentable area as an allowance for sundry expenses which invariably
      occur in the operation of a property such as the subject. This expense
      item is projected to grow at 3.5% per year.

Other Non-Operating Expenses

      The total annual non-operating expenses of the subject property are
projected from prevailing commissions schedules, construction costs and accepted
practices. Again, we have analyzed each item of capital expenditure in an
attempt to project what the typical investor in a property like the subject
would consider reasonable, based upon informed opinion and experience. The
following is a summary of expected non-operating expenses incurred in the
production of income from the subject property during the initial year of
investment.

================================================================================


                                      -50-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Tenant Alterations - One tenant area encompassing 15,412 square feet has
      never been leased. Based upon our analysis of typical market terms for
      this size tenant, we have allocated a tenet improvement allowance of $25
      per square foot for initial fitout of this space.

      Historically, retail tenants were provided with a basic shell and were
      responsible for their own interior finish. However, in response to
      increased competition in the marketplace, owners have been making a
      contribution towards refurbishing a tenant space at the expiration of a
      lease. In this analysis, we have estimated a current cost of $5.00 per
      square foot, growing at 3.50 percent per year, as ownership's cost for
      refurbishing space for new tenants. Per market practice, there would be no
      ownership contribution towards renovations for a tenant which renews their
      lease. Upon the expiration of an existing lease, it is our best estimate
      that there is a 70 percent probability that a tenant will renew and a 30
      percent probability that a tenant will vacate.

      Leasing Commissions - The standard leasing commission for new tenants is
      $2.50 per square foot for tenants in excess of 10,000 square feet and
      $3.50 per square foot for tenants of less than 10,000 square feet. Per
      market practice, no leasing commission is payable for rollover tenants.
      Upon the expiration of a lease, it is our best estimate that there is a
      70% probability that the tenant will renew and a 30% probability that they
      will vacate. The weighted average of speculative renewal tenants is $1.20
      per square foot.

      Reserves for Replacement - It is customary and prudent to set aside an
      amount annually to establish a reserve for replacing short-lived items
      throughout the property including the roof, parking lot and mechanical
      items. In the initial year of the investment, we have projected a reserve
      fund of $80,647 or $.27 per square foot of rentable area. This expense is
      projected to increase at an average annual rate of 3.50 percent over the
      life of the investment.

Net Income

      Total expenses are deducted from effective gross revenues for an
indication of the stabilized net operating income which an informed investor can
reasonably assume the subject property to generate on a net basis. Our analysis
indicates a net operating income of $1,555,582 or $5.17 per square foot of
rentable area Property cash flow, or net income less non-operating expenses, is
estimated at $1,251,078 or $4.16 per square foot of rentable area.

================================================================================
                               Investment Summary
                           Initial Year of Investment
                                   Fiscal 1998
================================================================================
Source of Revenue            Aggregate Sum        Unit Rate   Operating Ratios
- --------------------------------------------------------------------------------
Effective Gross Revenues        $2,314,806        $   7.69          100%
- --------------------------------------------------------------------------------
Operating Expenses              $  759,224        $   2.52           33%
- --------------------------------------------------------------------------------
Net Income                      $1,555,582        $   5.17           67%
- --------------------------------------------------------------------------------
Non-operating Expenses          $  304,504        $   1.01           13%
- --------------------------------------------------------------------------------
Property Cash Flow              $1,251,078        $   4.16           54%
================================================================================

================================================================================


                                      -51-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Reversionary Sale

      The residual cash flows annually generated by the subject property
comprise only the first part of the return which an investor will receive. The
second component of this investment return is the pre-tax cash proceeds from the
resale of the property at the end of a projected investment holding period. The
Cushman and Wakefield Autumn, 1996 Investor Survey indicates that in their
analysis of Power Centers, investors are currently utilizing terminal
capitalization rates which range from approximately 9.50 percent to 11.00
percent in calculating the future disposition of a Power Centers with an average
of 9.90 percent. The Fourth Quarter, 1996 Korpacz Real Estate Investor Survey
indicates an average terminal capitalization rate for power centers of 9.88
percent. In this analysis, it is our projection that the subject property would
most likely be sold at the end of the 10th year of the holding period for an
amount equal to what would be the next year's net operating income capitalized
at an overall rate of 10.5 percent.

      An overall capitalization rate is the direct relationship between the net
income produced by the real estate and its price or value in the marketplace. A
10.5 percent terminal capitalization rate is utilized in this analysis as it
reflects the range of currently prevailing terminal overall rates for this type
of quality real estate. The 12th year's (FY 2009) computed net operating income
is employed at this point as it would be the first received by a new purchaser
of the subject property. In this analysis, then, a current investor would
dispose of the subject property at the end of the projected holding period for
an amount equal to $27,849,162 or $92.48 per square foot of rentable building
area.

Transaction Costs

      In real estate transactions in the City of Philadelphia, a 4 percent
transfer fee is charged, which typically is split between the buyer and the
seller. From the projected $27,849,162 reversion to an investor in the subject
property, we have deducted a total of $835,548 to account for the various
transaction costs associated with the sale of an asset of this type. These costs
consist of 3 percent of the total disposition price of the subject property as
an allowance for transfer taxes, professional fees, and other miscellaneous
expenses that the seller pays at final closing. Deducting these transaction
costs from the computed reversion renders pre-tax net proceeds of sale equal to
$27,013,614 received by an investor in the subject property at the end of the
holding period.

================================================================================
                               Property Reversion
                            Final Year of Investment
                                Fiscal Year 2007
================================================================================
Source of Revenue              Aggregate Sum      Unit Rate      Ratio
- --------------------------------------------------------------------------------
Gross Property Reversion        $27,849,162        $92.48        100%
- --------------------------------------------------------------------------------
Transaction Costs               $   835,548        $ 2.78          3%
- --------------------------------------------------------------------------------
Property Cash Flow              $27,013,614        $89.71         97%
================================================================================

Discount Rate

      In our valuation, we endeavor to reflect the most likely actions of the
typical buyers and sellers in the market. We forecast cash flows plus a future
net property reversion and discount them to a present value at various rates of
return (yield rates) currently required by investors for similar quality real
property. The yield rate (internal rate of return or IRR) is the single interest
rate that equates all future benefits (cash flow and reversion) to a present
sum.

================================================================================


                                      -52-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Yield rates on long term real estate investments range widely between
property types. As cited in Cushman & Wakefield's Autumn 1996 survey, investors
in Power Centers are currently looking at broad rates of return between 10.50
and 15.00 percent. The indicated low and high means are 11.50 and 11.70 percent,
respectively. Peter F. Korpacz reports a range of discount rates between 9.00
and 12.50 percent, with an average of 11.25 percent.

      The investment parameters cited are for newly constructed Class A centers
which are at stabilized operations. Cushman and Wakefield has also surveyed
investors for properties that would be classified as Value Added. A Value Added
property is one which is not at stabilization and would require entrepreneurial
effort and capital expenditures to market, lease and retrofit a significant
amount of vacant space. For Value Added properties, investors are seeking
internal rates of return between 11 and 15 percent with an average of 12.33
percent.

      The subject property will require leasing efforts and capital expense to
lease the 15,412 square foot of remaining vacant space. Considering the
financial characteristics, locational attributes and physical traits of the
subject property, we believe a discount rate ranging from 11.5 to 12.5 percent
would be appropriate for the subject property in light of the investment
criteria presented here. Thus, we have discounted the projected future pre-tax
cash flows to be received by an investor in the subject property to a present
value so as to yield between 11.5 percent to 12.5 percent on capital at 25 basis
point intervals over the holding period. This discounting process is summarized
as follows:
================================================================================
                                Investment Summary
================================================================================
          Discount Rate             Present Worth           Unit Rate
================================================================================
              11.50%                $21,762,000              $72.27
- --------------------------------------------------------------------------------
              11.75%                $21,383,000              $71.01
- --------------------------------------------------------------------------------
              12.00%                $21,013,000              $69.80
- --------------------------------------------------------------------------------
              12.25%                $20,651,000              $68.58
- --------------------------------------------------------------------------------
              12.50%                $20,298,000              $67.40
================================================================================

      Through such a sensitivity analysis, it can be seen that the present value
of the subject property varies from approximately $20,300,000 to $21,750,000. It
is projected that Wal-Mart will be occupying the former Bradlees space within
six months with no tenant alterations costs to management. Further, it is
projected that Giant Food will be constructing a supermarket on a pad lease
within the next year. All things considered, we believe a discount rate which
falls near the middle of the range to be appropriate for the subject property

Conclusion As Is

      In view of the analysis presented here, it becomes our opinion that the
Income Capitalization Approach indicates a market value of TWENTY ONE MILLION
DOLLARS ($21,000,000) for the subject property As Is as of April 16, 1997. The
indices of investment generated through this indication of value are as follows:

================================================================================


                                      -53-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                          LIBERTY PLAZA - AS STABILIZED
                             ANNUAL CASH FLOW REPORT
                          BEGINNING 6/1/98 FOR 11 YEARS

<TABLE>
<CAPTION>
                       FY1999       FY2000       FY2001       FY2002       FY2003       FY2004       FY2005      FY2006     
INCOME
- ------
<S>                  <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>         
MINIMUM RENT:
ALL TENANTS          2,967,668    2,955,590    2,983,089    3,026,345    3,030,129    3,071,757    2,936,095    3,237,652   
                     ---------    ---------    ---------    ---------    ---------    ---------    ---------    ---------   
TOTAL MINIMUM RENT   2,967,668    2,955,590    2,983,089    3,026,345    3,030,129    3,071,757    2,936,095    3,237,652   

RECOVERIES:
TAX RECOVERIES         404,684      403,441      404,063      404,684      404,684      404,684      386,761      402,819   
INSURANCE RECOVER       33,582       34,649       35,919       37,234       38,537       39,884       39,416       42,532   
CAM RECOVERIES         225,399      232,508      241,064      249,904      258,651      267,704      265,356      290,302   
                     ---------    ---------    ---------    ---------    ---------    ---------    ---------    ---------   
TOTAL RECOVERIES       663,665      670,598      681,046      691,822      701,872      712,272      691,533      735,653   

OVERAGE RENT                 0            0            0            0            0            0            6       10,041   

SALES VOLUME (000)      47,143       48,793       50,501       52,268       54,098       55,991       57,951       59,979   
                     ---------    ---------    ---------    ---------    ---------    ---------    ---------    ---------   
GROSS RENTAL
INCOME               3,631,333    3,626,188    3,664,135    3,718,167    3,732,001    3,784,029    3,627,634    3,983,346   
CREDIT LOSS           (290,507)    (290,095)    (293,131)    (297,453)    (298,560)    (302,722)    (290,211)    (318,667)  
MELLON PAD              18,000       18,000       18,000       18,000       18,000       18,000       18,000       18,000   
                     ---------    ---------    ---------    ---------    ---------    ---------    ---------    ---------   
TOTAL INCOME         3,358,826    3,354,093    3,389,004    3,438,714    3,451,441    3,499,307    3,355,423    3,682,679   

EXPENSES
- --------
PROPERTY TAXES         404,685      404,685      404,685      404,685      404,685      404,685      404,685      404,685   
INSURANCE               33,582       34,757       35,974       37,233       38,536       39,885       41,281       42,726   
COMMON AREA MAIN       218,257      225,896      233,802      241,985      250,455      259,221      268,293      277,684   
MISCELLANEOUS           32,729       33,875       35,060       36,287       37,557       38,872       40,232       41,641   
MANAGEMENT FEE         118,707      118,224      119,324      121,054      121,205      122,870      117,444      129,908   
                     -------------------------------------------------------------------------------------------------------
TOTAL EXPENSES         807,960      817,437      828,845      841,244      852,438      865,533      871,935      896,644   
                     ---------    ---------    ---------    ---------    ---------    ---------    ---------    ---------   
NET OPERATING
INCOME               2,550,866    2,536,656    2,560,159    2,597,470    2,599,003    2,633,774    2,483,488    2,786,035   
ALTERATIONS                  0            0        9,235            0            0            0      105,376       10,968   
COMMISSIONS                  0            0        5,831            0            0            0       40,012        5,831   
CAPITAL RESERVES        83,469       86,391       89,414       92,544       95,783       99,135      102,605      106,196   
                     ---------    ---------    ---------    ---------    ---------    ---------    ---------    ---------   
CASH FLOW            2,467,397    2,450,265    2,455,679    2,504,926    2,503,220    2,534,639    2,235,495    2,663,040   
</TABLE>

                         FY2007      FY2008        FY2009
INCOME
- ------
MINIMUM RENT:
ALL TENANTS            3,319,859    3,323,643    3,365,271
                       ---------    ---------    ---------
TOTAL MINIMUM RENT     3,319,859    3,323,643    3,365,271

RECOVERIES:
TAX RECOVERIES           404,684      404,684      404,684
INSURANCE RECOVER         44,220       45,768       47,371
CAM RECOVERIES           301,900      312,466      323,402
                       ---------    ---------    ---------
TOTAL RECOVERIES         750,904      762,918      775,457

OVERAGE RENT              20,427       31,177       42,302

SALES VOLUME (000)        62,078       64,251       66,500
                       ---------    ---------    ---------
GROSS RENTAL
INCOME                 4,091,090    4,117,738    4,183,030
CREDIT LOSS             (327,287)    (329,419)    (334,642)
MELLON PAD                18,000       18,000       18,000
                       ---------    ---------    ---------
TOTAL INCOME           3,781,803    3,806,319    3,866,388

EXPENSES
- --------
PROPERTY TAXES           404,685      404,685      404,685
INSURANCE                 44,221       45,769       47,371
COMMON AREA MAIN         287,402      297,462      307,873
MISCELLANEOUS             43,098       44,606       46,168
MANAGEMENT FEE           133,611      134,193      136,303
                     -------------------------------------
TOTAL EXPENSES           913,017      926,715      942,400
                       ---------    ---------    ---------
NET OPERATING
INCOME                 2,868,786    2,879,604    2,923,988
ALTERATIONS                    0            0            0
COMMISSIONS                    0            0            0
CAPITAL RESERVES         109,913      113,760      117,742
                       ---------    ---------    ---------
CASH FLOW              2,758,873    2,765,844    2,806,246
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Property Yield or Internal Rate of Return:                        12.01%
Value Per Square Foot of Rentable Building Area:                  $69.74

      As the subject property is not at stabilized operations, the overall rate
does not provide a meaningful economic indicator and was not considered in this
analysis.

Methodology - Upon Completion and at Stabilization

      We have also been requested by our client to give our opinion of the upon
completion and at stabilization. In our previous analysis, we have projected
that Giant Food and the 15,412 square foot of vacant inline space will be leased
by May, 1998. Therefore by June, 1998, it is projected that the subject will be
substantially at stabilized operations following final tenant fitout and leasing
commission costs for the vacant inline space.

      In this second analysis, we have again utilized the discounted cash flow
methodology, incorporating basically the same assumptions as in our previous
analysis As Is. However, in this second analysis, all of the costs associated
with bringing the property to stabilization will have been incurred prior to the
beginning of our analysis. On the opposing page is a presentation of the cash
flows which an informed investor can annually expect from the subject property
over the next ten years following stabilization.

      These cash flows incorporate the following general assumptions:

      (1)   The commencement date of the investment holding period is June 1,
            1998 and continues on a fiscal basis for a period of 10 years until
            May 30, 2008.

      (2)   All existing and projected leases at the subject property are in
            full force and effect at the commencement of the investment holding
            period.

      (3)   With the exception of management and real estate taxes, expenses are
            projected to increase at 3.5 percent per annum over the investment
            holding period. Management is based upon a percentage of minimum
            rent, percentage rent and miscellaneous income. Real estate taxes
            are projected to increase at 2.0 percent per annum over the
            investment holding period.

      (4)   The investment will be liquidated based upon what would be the
            eleventh year's net operating income capitalized at an overall rate
            of 10.5 percent less transaction costs equal to 3 percent of the
            projected reversionary sale price.

      In the previous section we discussed the investment parameters for Power
Centers which are at stabilized operations. As noted in recent investment
surveys, the average internal rate of return for stabilized properties is
between 11.00 and 12.00 percent.

      Considering the financial characteristics, locational attributes and
physical traits of the subject property, we believe a discount rate ranging from
11.0 to 12.0 percent would be appropriate for the subject property As Stabilized
in light of the investment criteria presented here. Thus, we have discounted the
projected future pre-tax cash flows to be received by an investor in the subject
property to a present value so as to yield between 11.00 percent to 12.0 percent
on capital at 25 basis point intervals over the holding period. This discounting
process is summarized as follows:

================================================================================


                                      -54-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

================================================================================
                               Investment Summary
================================================================================
 Discount Rate             Present Worth        Overall Rate        Unit Rate
================================================================================
     11.00%                $24,475,000             10.36%            $81.28
- --------------------------------------------------------------------------------
     11.25%                $24,104,000             10.52%            $80.04
- --------------------------------------------------------------------------------
     11.50%                $23,741,000             10.68%            $78.84
- --------------------------------------------------------------------------------
     11.75%                $23,385,000             10.85%            $77.66
- --------------------------------------------------------------------------------
     12.00%                $23,037,000             11.01%            $76.50
================================================================================

      Through such a sensitivity analysis, it can be seen that the future value
of the subject property varies from approximately $23,050,000. to $24,475,000
million. All things considered, we believe a discount rate which falls at the
low end of the range to be appropriate for the subject property at
stabilization.

Conclusion - Upon Completion and At Stabilization

      In view of the analysis presented here, it becomes our opinion that the
Income Capitalization Approach indicates a prospective future market value of
TWENTY FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS ($24,500,000) for the subject
property, Upon Completion and At Stabilization projected for June 1, 1998. The
indices of investment generated through this indicated value conclusion are
shown below.

Property Yield or Internal Rate of Return:                        10.98%
Value Per Square Foot of Rentable Building Area:                  $81.36
Overall rate:                                                     10.41%

================================================================================


                                      -55-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                         RECONCILIATION AND FINAL VALUE ESTIMATE
================================================================================

      Reconciliation is the process of deriving a single point value estimate
for the subject property from the indications provided by the approaches at
hand. This process requires the weighing of each approach as they relate to the
appraisal assignment and resolving the differences among the valuation
procedures. In the end, a single estimate of market value is concluded based
upon the appropriateness of each value indication. Only two of the three
approaches to value have been utilized for this analysis. In general terms, the
approaches included provide complimentary results, each approach or technique
supporting the other. A summary of the value indications for the subject is set
forth below.

================================================================================
                              Liberty Plaza -As Is
================================================================================
Sales Comparison Approach                       $21,700,000 - $22,700,000
- --------------------------------------------------------------------------------
Income Capitalization Approach                          $21,000,000
================================================================================

================================================================================
                                           Liberty Plaza
                               Upon Completion and at Stabilization
================================================================================
Sales Comparison Approach                        $24,000,000 - $25,000,000
- --------------------------------------------------------------------------------
Income Capitalization Approach                           $24,500,000
================================================================================

Sales Comparison Approach

      The Sales Comparison Approach has arrived at a value indication for the
improved portion of the subject property by analyzing historical arm's-length
transactions, reducing the gathered information to common units of comparison,
adjusting the sale data for differences with the subject, and interpreting the
results to yield a meaningful value conclusion. The basis of these conclusions
have been analyzed on the cash-on-cash return based upon net income multiplier.

      The process of comparing historical sales data to assess what purchasers
have been paying for similar type properties is weak in estimating future
expectations. Although the unit sale price yields comparable conclusions, it is
not the primary tool by which the investor market for a property like the
subject operates. In addition, no two properties are alike with respect to
quality of construction, location, market segmentation and income profile. As
such, subjective judgment necessarily becomes a part of the comparative process.
The usefulness of this approach is that it interprets specific investor
parameters established in their analysis and ultimate purchase of a property. In
light of the above, this methodology is best suited as support for the
conclusions of the Income Approach.

Income Capitalization Approach - Discounted Cash Flow Analysis

      The subject property is highly suited to analysis by the discounted cash
flow method as it will be bought and sold in investment circles. The focus on
property value in relation to anticipated income is well founded since the basis
for investment is profit in the form of return or yield on invested capital

================================================================================


                                      -56-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                         Reconciliation and Final Value Estimate
================================================================================

      The subject property, as an investment vehicle, is sensitive to all
changes in the economic climate and the economic expectations of investors. The
discounted cash flow analysis may easily reflect changes in the economic climate
of investor expectations by adjusting the variables used to qualify the model.
In the case of the subject property, the Income Approach can analyze existing
leases, the probabilities of future rollovers and turnovers, and reflect the
expectations of overage rents. Essentially, the Income Capitalization Approach
can model many of the dynamics of a complex shopping center.

      We have relied heavily upon the results of the discounted cash flow
analysis in the valuation of the subject because of the applicability of this
method in accounting for the particular characteristics of the property, as well
as being the tool used by many purchasers.

Conclusions

      We have briefly discussed the applicability of each of the methods
presented. Because of certain vulnerable characteristics in the Sales Comparison
Approach, it has been used as supporting evidence and as a final check on the
value conclusion indicated by the Income Capitalization Approach.

      As a result of our analysis, we have formed the opinion that the market
value of the leased fee estate in the subject property, As Is, as of April 16,
1997 was:

                           TWENTY ONE MILLION DOLLARS

                                  ($21,000,000)

      Further, based upon the total analysis contained in this report, it is our
conclusion that, as of June 1, 1998, the prospective future market value of the
leased fee estate in the subject property, Upon Completion and As Stabilized,
would be:

                TWENTY FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS

                                  ($24,500,000)

      We would particularly note that our estimates of value assumes that leases
will be signed with Wal-Mart Stores, Inc. and Giant Food, Inc. under the terms
and conditions as are outlined elsewhere in this report.

================================================================================


                                      -57-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

"Appraisal" means the appraisal report and opinion of value stated therein; or
the letter opinion of value to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

"C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

This appraisal is made subject to the following assumptions and limiting
conditions:

1.    No opinion is intended to be expressed and no responsibility is assumed
      for the legal description or for any matters which are legal in nature or
      require legal expertise or specialized knowledge beyond that of a real
      estate appraiser. Title to the Property is assumed to be good and
      marketable and the Property is assumed to be free and clear of all liens
      unless otherwise stated. No survey of the Property was undertaken.

2.    The information contained in the Appraisal or upon which the Appraisal is
      based has been gathered from sources the Appraiser assumes to be reliable
      and accurate. Some of such information may have been provided by the owner
      of the Property. Neither the Appraiser, nor C&W shall be responsible for
      the accuracy or completeness of such information, including the
      correctness of estimates, opinions, dimensions, sketched, exhibits and
      factual matters.

3.    The opinion of value is only as of the date stated in the Appraisal.
      Changes since that date in external and market factors or in the Property
      itself can significantly affect property value.

4.    The Appraisal is to be used in whole and not in part. No part of the
      Appraisal shall be used in conjunction with any other appraisal.
      Publication of the Appraisal or any portion thereof without the prior
      written consent of C&W is prohibited. Except as may be otherwise stated in
      the letter of engagement, the Appraisal may not be used by any person
      other than the property to whom it is addressed or for purposes other than
      that for which it was prepared. No part of the Appraisal shall be conveyed
      to the public through advertising, or used in any sales or promotional
      material without C&W's prior written consent. Reference to the Appraisal
      Institute or to the MAI Designation is prohibited.

5.    Except as may be otherwise stated in our letter of engagement, the
      Appraiser shall not be required to give testimony in any court or
      administrative proceeding relating to the Property or the Appraisal.

================================================================================


                                      -58-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Assumptions and Limiting Conditions
================================================================================

6.    The Appraisal assumes (a) responsible ownership and competent management
      of the Property; (b) there are no hidden or unapparent conditions of the
      property, subsoil or structures that render the Property more or less
      valuable (no responsibility is assumed for such conditions or for
      arranging for engineering studies that may be required to discover them);
      (c) full compliance with all applicable federal, state and local zoning
      and environmental regulations and laws, unless noncompliance is stated,
      defined and considered in the Appraisal; and (d) all required licenses,
      certificates of occupancy and the governmental consents have been or can
      be obtained and renewed for any use on which the value estimate contained
      in the Appraisal is based.

7.    The physical condition of the improvements considered by the Appraisal is
      based on visual inspection by the Appraiser or other person identified in
      the Appraisal. C&W assumes no responsibility for the soundness of
      structural members nor for the condition of mechanical equipment ,
      plumbing or electrical components.

8.    The forecasted potential gross income referred to in the Appraisal may be
      based on lease summaries provided by the owner or third parties. The
      Appraiser has not reviewed lease documents and assumes no responsibility
      for the authenticity or completeness of lease information provided by
      others. C&W recommends that legal advice be obtained regarding the
      interpretation of lease provisions and the contractual; rights of parties.

9.    The forecasts of income and expenses are not predictions of the future.
      Rather, they are the Appraiser's best estimated of current market thinking
      on future income and expenses. The Appraiser and C&W make no warranty or
      representation that these forecasts will materialize. The real estate
      market is constantly fluctuating and changing. It is not the Appraiser's
      task to predict or in any way warrant the conditions of a future real
      estate market; the Appraiser can only reflect what the investment
      community, as of the date of the Appraisal, envisages for the future in
      terms of rental rates, expenses, supply and demand.

10.   Unless otherwise stated in the Appraisal, the existence of potentially
      hazardous or toxic materials which may have been used in construction or
      maintenance of the improvements or may be located at or about the Property
      was not considered in arriving at the opinion of value. These materials
      (such as formaldehyde foam insulation, asbestos insulation and other
      potentially hazardous materials) may adversely affect the value of the
      Property. The Appraisers are not qualified to detect such substances. C&W
      recommends that an environmental expert be employed to determine the
      impact of these matters on the opinion of value.

11.   Unless otherwise stated in the Appraisal, compliance with the requirements
      of the Americans with Disabilities Act of 1990 (ADA) has not been
      considered in arriving at the opinion of value. Failure to comply with the
      requirement of the ADA may adversely affect the value of property. C&W
      recommends that an expert in this field be employed.

================================================================================


                                      -59-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                      CERTIFICATION OF APPRAISAL
================================================================================

We certify that, to the best our knowledge and belief:

      1.    Gerald B. McNamara, MAI and Richard W. Latella, MAI inspected the
            property.

      2.    The statements of fact contained in this report are true and
            correct.

      3.    The reported analyses, opinion, and conclusions are limited only by
            the reported assumptions and limiting conditions, and are our
            personal, unbiased professional analyses, opinions, and conclusions.

      4.    We have no present or prospective interest in the property that is
            the subject of this report, and we have no personal interest or bias
            with respect to the parties involved.

      5.    Our compensation is not contingent upon the reporting of a
            predetermined value or direction in value that favors the cause of
            the client, the amount of the value estimate, the attainment of a
            stipulated result, or the occurrence of a subsequent event. The
            appraisal assignment was not based on a requested minimum valuation,
            a specific valuation or the approval of a loan.

      6.    No one provided significant professional assistance to the person
            signing this report.

      7.    Our analyses, opinions, and conclusions were developed, and this
            report has been prepared, in conformity with the uniform Standards
            of Professional Appraisal Practice of the Appraisal Foundation and
            the code of Professional Ethics and the Standards of Professional
            Appraisal Practice of the Appraisal Institute.

      8.    The use of this report is subject to the requirements of the
            Appraisal Institute relating to review by its duly authorized
            representative,

      9.    As of the date of this report, Gerald B. McNamara, MAI and Richard
            W. Latella, MAI have completed the requirements of the continuing
            education program of the Appraisal Institute.


            /s/ Gerald B. McNamara             /s/ Richard W. Latella

            Gerald B. McNamara, MAI            Richard W. Latella, MAI
            Associate Director                 Senior Director
            Valuation Advisory Services        Valuation Advisory Services
            Pennsylvania Certified             Pennsylvania Certified
            General Appraiser #GA-000267-L     General Appraiser #GA-00103-R

================================================================================


                                      -60-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         ADDENDA
================================================================================




================================================================================


                                      -61-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                                   OFFICE MARKET - URBAN/CBD
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%    10.0%    10.0%    10.0%    11.5%    11.5%     3.0%     3.0%     3.0%     4.0%    10.0   10.0
                              9.5%    10.0%    10.0%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             13.0%    13.0%      --       --     14.0%    14.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.3%     9.3%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     9.0%     8.5%     9.0%    10.5%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0

Responses                      11       11       10       10       11       11       11       11       11       11       11     11
Average (%)                   9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5    9.5

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%    10.0%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             15.0%    15.0%      --       --     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              9.0%    10.0%      --       --       --       --       --       --       --       --       --     --
                              9.0%    10.0%     9.0%    10.0%    12.0%    13.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0
Responses                       8        8        6        6        7        7        7        7        7        7        7      7
Average (%)                  10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3    9.7

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.0%     9.0%     9.5%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0     10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             12.0%    12.0%      --       --     13.0%    13.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                               --       --       --       --     12.0%    13.0%     4.0%     4.0%     4.0%     4.0      5.0   10.0
Responses                     8       8         7        7        9        9        9        9        9        9        9      9
Average (%)                   9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9%     7.6    8.9

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    12.0%    12.0%    12.0%    15.0%    15.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.8%     9.8%    10.8%    10.8%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                             14.0%    14.0%      --       --     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     6        6        5        5        6        6        6        6        6        6        6      6
Average (%)                  10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.6%     3.3%     3.9%     8.0    8.8

                            --------------------------------------------------------------------------------------------------------
Total Responses              33       33       28       28       33       33       33       33       33       33       33     33
Weighted Average (%)          9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1    9.2
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


8 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                          <C>      <C>      <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                           OFFICE MARKET - SUBURBAN/NON - CBD
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     8.5%     9.3%     9.3%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             11.0%    11.0%      --       --     12.0%    12.0%     5.0%     3.0%     3.0%     3.0%     5.0    7.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              8.0%    10.0%     9.5%    10.0%    11.5%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0   10.0
                             l0.0%    11.0%    10.5%    11.0%    12.0%    12.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.1%     9.1%    10.1%    l0.1%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.0%     9.0%    10.0%    10.0%    11.5%    11.5%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.0%     9.0%    12.0%    13.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%    10.0%      --       --       --       --       --       --       --       --       --     
                              8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     5.0%     5.0%     4.0%     4.0%     5.0   10.0
Responses                    16       16       14       14       15       15       15       15       15       15       15     15
Average (%)                   8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9    9.7

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                                          
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.8%     8.8%     9.5%     9.5%    11.8%    11.8%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                             12.0%    12.0%      --       --     18.0%    18.0%     5.0%     3.0%     3.0%     3.0%     5.0    7.0
                             10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0   10.0
                              8.0%    10.0%     9.5%    10.0%    11.0%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0   10.0
                              9.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    10.0%    14.0%    15.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             10.0%    11.0%      --       --       --       --       --       --       --       --       --     --
                             10.0%    11.0%    10.0%    11.0%    12.0%    13.0%     5.0%     5.0%     4.0%     4.0%     5.0   10.0

Responses                    13       13       11       11       12       12       12       12       12       12       12     12
Average (%)                   9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%      --       --     13.0%    13.0%     3.0%     3.0%     3.0%     3.0%     5.0    7.0
                              8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              6.0%     6.0%     9.0%     9.0%    17.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%    10.0%      --       --       --       --       --       --       --       --       --     -- 
                             12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0    2.0

Responses                    10       10        8        8        9        9        9        9        9        9        9      9
Average (%)                   9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2    8.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%      --       --     18.0%    18.0%     3.0%     3.0%     3.0%     3.0%     5.0    7.0
                             10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0   10.0
                             11.0%    11.0%    11.0%    11.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.6%     9.6%    10.6%    10.6%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              6.0%     6.0%    10.0%    10.0%    20.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%    10.0%      --       --       --       --       --       --       --       --       --     --
                             12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0    2.0

Responses                    10       10        8        8        9        9        9        9        9        9        9      9
Average (%)                   9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2    8.0

                            --------------------------------------------------------------------------------------------------------
Total Responses              49       49       41       41       45       45       45       45       45       45       45     45
Weighted Average (%)          9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0    8.8
                            --------------------------------------------------------------------------------------------------------
</TABLE>

                                                                   AUTUMN 1996 9
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                  INDUSTRIAL MARKET - WAREHOUSE/DISTRIBUTION
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     8.5%     9.3%     9.3%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              8.5%    10.0%     9.5%    10.0%    11.0%    12.0%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.0%     9.0%    10.0%    10.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                    10       10       10       10       10       10       10       10       10       10       10     10
Average (%)                   8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.8%     8.8%     9.5%     9.5%    11.3%    11.3%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     7        7        7        7        7        7        7        7        7        7        7      7
Average (%)                   9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    12.0%    13.0%    13.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    10.0%    10.5%    10.5%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                  10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

                            --------------------------------------------------------------------------------------------------------
Total Responses              25       25       25       25       25       25       25       25       25       25       25     25
Weighted Average (%)          9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6   10.2
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


10 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                          INDUSTRIAL MARKET - BUSINESS PARKS, OTHER INDUSTRIAL & MANUFACTURING
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                              9.0%     9.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   8.9%     9.4%     9.7%    10.7%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                       
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   9.3%     9.8%     9.8%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.4%    10.0%     9.9%    10.9%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%    11.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5      9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.6%    10.2%    10.0%    11.0%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

                            --------------------------------------------------------------------------------------------------------
Total Responses              18       18       14       14       18       18       18       18       18       18       18     18
Weighted Average(%)           9.3%     9.8%     9.8%    10.8%    12.0%    12.4%     3.3%     4.0%     3.2%     3.9%     8.5    9.8
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties 

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


                                                                  AUTUMN 1996 11
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                             RETAIL MARKET - NEIGHBORHOOD & COMMUNITY CENTERS
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%    10.5%     9.5%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.5%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                             10.0%    10.0%    10.5%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                             10.3%    10.3%    10.8%    10.8%    13.0%    13.0%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                              9.0%     9.0%    10.0%    10.0%    10.0%    10.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.5%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0

Responses                     9        9        8        8        8        8        9        9        9        9        9      9
Average (%)                   9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9    9.4

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                       
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    11.3%    11.3%    14.0%    14.0%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                             10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.5%    10.5%      --       --       --       --       --       --       --       --       --     --

Responses                     6        6        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%     9.5%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%    10.0%                        --       --       --       --       --       --       --     --
                             11.0%    11.0%     9.5%     9.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     7        7        5        5        5        5        6        6        6        6        6      6
Average (%)                   9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             13.0%    13.0%    14.0%    14.0%    14.0%    14.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             11.0%    11.0%    10.5%    10.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     6        6        5        5        5        5        6        6        6        6        6      6
Average (%)                  10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

                            --------------------------------------------------------------------------------------------------------
Total Responses              28       28       22       22       22       22        26       26       26       26       26     26
Weighted Average (%)          9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7    9.3
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


12 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                   RETAIL MARKET - POWER CENTERS & "BIG BOX"
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                             10.0%    10.0%     9.5%     9.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0
                             10.5%    10.5%    10.5%    10.5%    11.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.4%    11.4%     3.8%     3.8%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%     9.5%    10.0%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.3%     9.3%     9.5%    10.0%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%     9.0%      --       --       --       --       --       --       --       --       --     --
                              9.0%     9.5%     9.5%    10.0%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0

Responses                     9        9        8        8        8        8        8        8        8        8        8      8
Average (%)                   9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    10.8%    10.8%    11.0%    12.0%     2.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     3        3        3        3        3        3        3        3        3        3        3      3
Average (%)                   9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     3        3        3        3        3        3        3        3        3        3        3      3
Average (%)                   9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                               --       --       --       --     15.0%    15.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     2        2        2        2        3        3        3        3        3        3        3      3
Average (%)                   9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3%     3.2%     3.7%     9.3   10.3

                            --------------------------------------------------------------------------------------------------------
Total Responses              17       17       16       16       17       17       17       17       17       17       17     17
Weighted Average (%)          9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3   10.3
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


                                                                  AUTUMN 1996 13
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                               RETAIL MARKET - REGIONAL MALLS
- ------------------------------------------------------------------------------------------------------------------------------------

                              7.5%     7.5%     8.0%     8.0%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.0%     9.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                              7.5%     7.5%     7.8%     7.8%    12.0%    12.0%     1.5%     2.0%     3.0%     3.0%    10.0   10.0
                              7.0%     8.0%     8.0%     8.0%    10.5%    11.5%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%     8.0%     9.0%    10.5%    11.0%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              7.8%     8.0%     8.3%     8.5%    11.0%    12.0%     2.5%     3.0%     2.5%     3.0%    10.0   10.0
                              7.0%     8.0%     7.0%     8.0%    10.0%    11.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0

Responses                    10        9        9        9        9        9       10       10       10       10       10     10
Average (%)                   7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%    10.0%    10.0%    17.0%    17.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                              9.0%     9.0%     9.0%     9.0%    13.5%    13.5%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                              9.0%    10.0%    10.0%    10.0%    12.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0

Responses                     5        4        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6    8.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%    10.0%    10.0%    18.0%    18.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                             11.0%    11.0%    11.0%    11.0%    13.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.5%     8.5%     9.0%    11.5%    12.5%     2.5%     3.0%     2.5%     3.0%    10.0   10.0

Responses                     5        4        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2    9.2

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    11.0%    11.0%    20.0%    20.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                             12.5%    12.5%    12.0%    12.0%    14.0%    15.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%     9.0%     9.3%     9.8%    12.0%    13.0%     2.5%     3.0%     2.5%     3.0%    10.0   10.0
                             13.0%    13.0%    11.0%    11.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     6        5        5        5        5        5        6        6        6        6        6      6
Average (%)                  10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2    8.2

                            --------------------------------------------------------------------------------------------------------
Total Responses              26       22       22       22       22       22       26       26       26       26       26     26
Weighted Average (%)          9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8    8.9
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


14 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                                     RESIDENTIAL - APARTMENTS
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%    10.0%     9.0%    10.5%      --       --       --       --      3.5%     3.5%     1.0    1.0
                              8.5%     9.0%     9.0%     9.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.8%     9.8%    10.0%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.3%     9.0%     9.0%     9.5%    10.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              7.5%     8.5%     8.0%     9.0%    10.0%    11.0%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.8%     8.8%     9.0%     9.0%    11.3%    11.3%     3.8%     4.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%     9.0%     9.0%     9.5%    10.0%    11.5%     3.0%     4.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.0%     8.5%     9.0%      --       --      3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              8.8%     9.0%     9.0%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                    10       10       10       10        8        8        9        9       10       l0       l0     10
Average (%)                   8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4    8.9

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%     9.5%     9.5%    10.0%    11.0%    12.0%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%    10.0%    10.0%    10.0%    11.0%    12.5%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.0%    10.0%    10.0%    10.5%    10.5%    12.0%     3.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.5%     9.5%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     5        5        5        5        5        5        5        5        5        5        5      5
Average (%)                   8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6   10.2

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    11.0%    11.0%    12.5%    13.5%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%     9.0%     9.0%    11.0%    12.0%     4.0%     6.0%     3.0%     3.0%     3.0    5.0
                              9.0%     9.0%     9.5%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8    9.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    13.0%    13.0%    13.0%    13.0%    15.0%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%    10.0%    10.0%    11.0%    13.0%     4.0%     6.0%     3.0%     3.0%     3.0    5.0
                              9.5%    10.0%    10.0%    11.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                      4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8    9.0

Total Responses              23       23       23       23       21       21       22       22       23       23       23     23
Weighted Average (%)          9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4    9.3
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical
      issues


                                                                  AUTUMN 1996 15
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICE                                                                                                 SUMMARY OF WEIGHTED AVERAGE
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   
Urban/CBD                     9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1    9.2

   Class A - Leased Asset     9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5    9.5
   Class B - Leased Asset    10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3    9.7
   Class A - Value Added      9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9      7.6    8.9
   Class B - Value Added     10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.8%     3.3%     3.9%     8.0    8.8

Suburban                      9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0    8.8

   Class A - Leased Asset     8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9    9.7
   Class B - Leased Asset     9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6    9.6
   Class A - Value Added      9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2    8.0
   Class B - Value Added      9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2    8.0

- ------------------------------------------------------------------------------------------------------------------------------------
INDUSTRIAL
- ------------------------------------------------------------------------------------------------------------------------------------

Warehouse/Distribution        9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6   10.2

   Class A - Leased Asset     8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8   10.1
   Class B - Leased Asset     9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7   10.1
   Class A - Value Added      9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5   10.3
   Class 8 - Value Added     10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

Business Parks                9.4%     9.9%    10.0%    10.8%    12.3%    12.9%     3.4%     4.0%     3.2%     3.8%     8.3    9.6

   Class A - Leased Asset     9.0%     9.5%     9.8%    10.5%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class B - Leased Asset     9.3%     9.8%    10.0%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class A - Value Added      9.5%    10.2%    10.0%    10.8%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7    8.7
   Class B - Value Added      9.7%    10.3%    10.2%    11.0%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7    8.7

0ther Industrial/
  Manufacturing               9.2%     9.7%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

   Class A - Leased Asset     8.8%     9.3%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5   10.0
   Class B - Leased Asset     9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5   10.0
   Class A - Value Added      9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class B - Value Added      9.5%    10.0%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5

- ------------------------------------------------------------------------------------------------------------------------------------
RETAIL
- ------------------------------------------------------------------------------------------------------------------------------------

Neighborhood & Community
  Centers                     9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7    9.3

   Class A - Leased Asset     9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9    9.4
   Class B - Leased Asset     9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0    9.6
   Class A -  Value Added     9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5    9.0
   Class B - Value Added     10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

Power Center & "Big Box"      9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3   10.3

   Class A - Leased Asset     9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1   10.1
   Class B - Leased Asset     9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3   10.3
   Class A - Value Added      9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3   10.3
   Class B - Value Added      9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3      3.2%     3.7%     9.3   10.3

Regional Malls                9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8    8.9

   Class A - Leased Asset     7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1    9.6
   Class B - Leased Asset     9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6    8.6
   Class A - Value Added      9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2    9.2
   Class B - Value Added     10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2    8.2

Specialty Retail              9.5%    10.5%    10.8%    11.5%    12.0%    12.6      1.9%     4.0%     3.3%     4.0%    10.0   10.5

   Class A - Leased Asset     8.2%     9.0%     8.8%     9.7%    10.7%    11.3%     2.5%     4.0%     3.5%     4.0%     8.7   10.3
   Class B - Leased Asset     9.3%    10.3%    10.8%    11.5%    11.5%    12.5%     1.8%     4.0%     3.3%     4.0%    10.5   10.5
   Class A - Value Added     10.0%    11.0%    11.3%    12.0%    12.5%    13.0%     1.8%     4.0%     3.3%     4.0%    10.5   10.5
   Class B - Value Added     10.8%    11.8%    12.3%    13.0%    13.5%    13.5%     1.8%     4.0%     3.3%     4.0%    10.5   10.5

- ------------------------------------------------------------------------------------------------------------------------------------
RESIDENTIAL
- ------------------------------------------------------------------------------------------------------------------------------------

Apartments                    9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4    9.3

   Class A - Leased Asset     8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4    8.9
   Class B - Leased Asset     8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6   10.2
   Class A - Value Added      8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8    9.0
   Class B - Value Added      9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8    9.0
</TABLE>


16 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------

                       Single-Tenant NNN Leased Properties
                          (Excludes "Bondable" Leases)

                         Minimum No.  Going-In Cap Rate  Internal Rate of Return
                          of Years     Low       High       Low        High
                                      
Investment Grade Tenant               
- --------------------------------------------------------------------------------
                             4.0        9.0%      9.0%      10.0%      12.0%
                      ----------------------------------------------------------
                            10.0        8.0       9.0       10.5       11.5
                      ----------------------------------------------------------
                             5.0       10.5      10.5       13.0       13.0
                      ----------------------------------------------------------
                            10.0        9.0      10.5       13.0       15.0
                      ----------------------------------------------------------
                            10.0        8.5       9.0       10.5       12.0
                      ----------------------------------------------------------
                            10.0        9.5      10.0       10.5       11.5
                      ----------------------------------------------------------
                            10.0        8.5      11.0       10.8       12.0
                      ----------------------------------------------------------
                            10.0        9.5       9.5       11.0       11.0
                      ----------------------------------------------------------
                            20.0        9.0       9.0        N/A        N/A
                      ----------------------------------------------------------
                            10.0        8.0      10.0        N/A        N/A
- --------------------------------------------------------------------------------
Responses                   10.0       10.0      10.0        8.0        8.0
Average                      9.9        9.0%      9.8%      11.2%      12.3%
                                      
                                    
Non-Investment Grade 
  Tenant
- --------------------------------------------------------------------------------
                             4.0        9.5%      9.5%      10.5%      13.0%   
                      ----------------------------------------------------------
                            10.0        9.0      10.0       11.5       12.5    
                      ----------------------------------------------------------
                             5.0       13.0      13.0       15.0       15.0    
                      ----------------------------------------------------------
                            10.0       10.0      12.0       17.0       20.0    
                      ----------------------------------------------------------
                            10.0        9.0      10.0       11.0       13.0    
                      ----------------------------------------------------------
                            10.0       11.0      12.0       13.0       15.0    
                      ----------------------------------------------------------
                            10.0       10.5      10.5       13.0       13.0    
                      ----------------------------------------------------------
                            20.0       11.0      11.0       N/A        N/A     
                      ----------------------------------------------------------
                            10.0       10.0      12.5       N/A        N/A     
                      ----------------------------------------------------------
Responses                    9.0        9.0       9.0        7.0        7.0    
Average                      9.9       10.3%     11.2%      13.0%      14.5%   


                                                                  AUTUMN 1996 17
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                CAPITALIZATION RATES BLENDED INTERNAL EQUITY INTERNAL     GROWTH RATES    TYPICAL PROJECTION MANAGEMENT RESERVES FOR
                GOING-IN    TERMINAL   RATE OF RETURN RATE OF RETURN  INCOME      EXPENSES   PERIOD (YEARS)   FEES*     REPLACEMENT*
              ----------------------------------------------------------------------------------------------------------------------
               LOW   HIGH  LOW    HIGH   LOW    HIGH   LOW    HIGH  LOW   HIGH   LOW    HIGH   LOW   HIGH  LOW    HIGH  LOW   HIGH
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>   <C>   <C>    <C>   <C>   <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
LUXURY
- ------------------------------------------------------------------------------------------------------------------------------------

               8.0%  8.0% 10.0%  10.0%  18.0%  18.0%  25.0%  25.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  5.0%  5.0%
               7.0%  7.0% 10.0%  10.0%  15.0%  15.0%  20.0%  20.0%  7.0%  7.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               6.0%  9.5% 10.0%  10.0%  12.0%  15.0%  15.0%  18.0%  3.0%  3.0%   3.0%   3.0%   5.0   5.0   2.0%   4.0%  4.0%  4.0%
               8.0% 11.0%  8.5%  12.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
               --    --   11.0%  13.0%  15.0%  15.0%  18.0%  18.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   3.0%   3.0%  4.0%  4.0%
               6.0%  8.0% 10.0%  12.0%  13.0%  14.0%  20.0%  22.0%  3.0%  4.0%   3.0%   4.0%   5.0   5.0   2.0%   3.0%  4.0%  5.0%
               8.0% 12.0%  8.0%  10.0%  15.0%  15.0%  20.0%  20.0%  4.0%  4.0%   4.0%   4.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%

Responses      7     7     8      8      8      8      8      8     8     8      8      8      8     8     8      8     8     8
Average (%)    7.5%  9.3%  9.8%  10.9%  14.5%  15.3%  19.5%  20.1%  4.1%  4.3%   3.8%   3.9%   6.5   6.9   2.8%   3.3%  4.1%  4.4%

- ------------------------------------------------------------------------------------------------------------------------------------
FIRST CLASS
- ------------------------------------------------------------------------------------------------------------------------------------

               9.0%  9.0% 11.0%  11.0%  12.0%  12.0%  20.0%  20.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              10.0% 10.0% 10.0%  10.0%  --     --     13.0%  13.0%  3.0%  3.0%   3.0%   3.0%  10.0  10.0   3.0%   3.0%  4.0%  5.0%
               9.0%  9.0% 11.0%  11.0%  14.0%  14.0%  18.0%  18.0%  6.0%  6.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.5% 11.0% 11.0%  11.0%  15.0%  20.0%  18.0%  22.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   2.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 10.5%  13.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               7.0%  9.0% 10.0%  11.0%  11.5%  12.0%  14.0%  16.0%  4.0%  5.0%   3.0%   4.0%   5.0   5.0   2.5%   2.5%  5.0%  5.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
               9.0%  9.0% 10.5%  10.5%  21.0%  21.0%  14.0%  14.0%  4.0%  4.0%   3.0%   3.0%   7.0   7.0   3.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 11.0%  11.0%  --     --     --     --     3.5%  3.5%   3.5%   3.5%   5.0  10.0   2.0%   3.0%  4.0%  4.0%
              10.0% 10.0%  9.0%   9.5%  19.0%  19.0%  15.0%  15.0%  8.0%  8.0%   6.0%   6.0%  --    --     2.5%   2.5%  4.0%  4.0%
              10.0% 13.0% 12.0%  13.0%  25.0%  25.0%  20.0%  20.0%  3.5%  4.0%   3.5%   4.0%   5.0   5.0   3.5%   3.5%  4.0%  4.0%
              10.5% 10.5% 10.5%  10.5%  13.5%  13.5%  --     --     3.5%  3.5%   3.5%   3.5%  10.0  10.0   3.0%   3.0%  5.0%  5.0%
               8.0% 12.0%  8.0%  10.0%  15.0%  15.0%  20.0%  20.0%  4.0%  4.0%   4.0%   4.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%
Responses     13    13    13     13     11     11     11     11    13    13     13     13     12    12    13     13    13    13
Average (%)    9.3% 10.5% 10.4%  10.9%  15.8%  16.5%  17.3%  17.8%  4.2%  4.3%  3.7%   3.8%   6.6   7.3   2.8%   3.1%   4.2%  4.3%

- ------------------------------------------------------------------------------------------------------------------------------------
MID-RATE
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  18.0%  18.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.0%  11.0%  13.0%  13.0%  17.0%  17.0%  6.0%  6.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.5% 11.0% 11.0%  11.0%  15.0%  18.0%  17.0%  20.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   2.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 10.5%  13.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
Responses      5     5     5      5      5      5      5      5     5     5      5      5      5     5     5      5     5     5
Average (%)   10.0% 10.7% 11.0%  11.5%  14.2%  15.2%  18.0%  18.6%  4.2%  4.2%   3.7%   3.7%   6.4   7.0   2.9%   3.1%  4.0%  4.0%


              ----------------------------------------------------------------------------------------------------------------------
Total
Responses     25    25    26     26     24     24     24     24    26    26     26     26     25    25    26     26    26    26
Weighted
Average (%)    8.9% 10.1% 10.4%  11.1%  14.8%  15.7%  18.3%  18.8%  4.2%  4.3%   3.7%   3.8%   6.5   7.0   2.9%   3.2%  4.1%  4.2%
              ----------------------------------------------------------------------------------------------------------------------
</TABLE>

      *as percent of total revenues


18 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                CAPITALIZATION RATES BLENDED INTERNAL EQUITY INTERNAL     GROWTH RATES    TYPICAL PROJECTION MANAGEMENT RESERVES FOR
                GOING-IN    TERMINAL   RATE OF RETURN RATE OF RETURN  INCOME      EXPENSES   PERIOD (YEARS)   FEES*     REPLACEMENT*
              ----------------------------------------------------------------------------------------------------------------------
               LOW   HIGH  LOW    HIGH   LOW    HIGH   LOW    HIGH  LOW   HIGH   LOW    HIGH   LOW   HIGH  LOW    HIGH  LOW   HIGH
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>   <C>   <C>    <C>   <C>   <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
MID-RATE                                                                                                    HOTEL - LIMITED SERVICE
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  15.0%  15.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              12.0% 12.0% 12.0%  12.0%  13.0%  13.0%  17.0%  17.0%  3.0%  3.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               8.0% 10.0% 10.0%  10.0%  12.0%  15.0%  14.0%  16.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%
              11.0% 13.0% 11.5%  14.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.8%  11.8%  16.0%  16.0%  19.0%  19.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   4.0%   4.0%  4.5%  4.5%
              10.0% 13.0% 12.0%  13.0%  25.0%  25.0%  20.0%  20.0%  3.5%  4.0%   3.5%   4.0%   5.0   5.0   4.0%   4.0%  5.0%  5.0%

Responses      6     6     6      6      6      6      6      6     6     6      6      6      6     6     6      6     6     6
Average (%)   10.3% 11.5% 11.5%  12.1%  15.7%  16.5%  17.5%  17.8%  3.5%  3.6%   3.7%   3.8%   6.2   6.7   3.3%   3.5%  4.3%  4.4%

- ------------------------------------------------------------------------------------------------------------------------------------
ECONOMY
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  15.0%  15.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              13.0% 13.0% 13.0%  13.0%  13.0%  13.0%  17.0%  17.0%  3.0%  3.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.0% 11.0% 10.0%  10.0%  12.0%  15.0%  14.0%  16.0%  3.0%  3.0%   3.0%   3.0%   5.0   5.0   4.0%   5.0%  5.0%  5.0%
              11.0% 13.0% 11.5%  14.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.8%  11.8%  16.0%  16.0%  19.0%  19.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   4.0%   4.0%  4.5%  4.5%

Responses      5     5     5      5      5      5      5      5     5     5      5      5      5     5     5      5     5     5
Average (%)   10.8% 11.6% 11.7%  12.2%  13.8%  14.8%  17.0%  17.4%  3.5%  3.5%   3.9%   3.9%   6.4   7.0   3.4%   3.6%  4.3%  4.3%

Total
Responses     11    11    11     11     11     11     11     11    11    11     11     11     11    11    11     11    11    11
Weighted
Average(%)    10.6% 11.6% 11.6%  12.1%  14.7%  15.7%  17.3%  17.6%  3.5%  3.5%   3.8%   3.8%   6.3   6.8   3.4%   3.6%  4.3%  4.4%
</TABLE>

      *as percent of total revenues


                                                                  AUTUMN 1996 19
<PAGE>

                                            QUALIFICATIONS OF GERALD B. MCNAMARA
================================================================================

Professional Affiliations

             Member, Appraisal Institute (MAI Designation #9380) Delaware
             Certified General Appraiser (Certificate #XI-0000050) Maryland
             Certified General Appraiser (Certificate #10034) New Jersey
             Certified General Appraiser (Certificate #RG 00811) Ohio Certified
             General Appraiser (Certificate #391901) Pennsylvania Certified
             General Appraiser (Certificate #GA-000267-L) Pennsylvania Real
             Estate Broker (License #AB-047948-L)

Real Estate Experience

             Associate Director of Cushman & Wakefield of Pennsylvania, Inc.
             and member of the firms Retail Property Group which specialize in
             the valuation and investment counseling on shopping centers.
             Cushman & Wakefield is an international; full service real estate
             organization and a Rockefeller Group Company.

             Senior Appraiser, Cushman & Wakefield Valuation Advisory Services
             Department, specializing in a wide variety of commercial and
             industrial real estate appraisals and counseling assignments from
             January, 1989 to March, 1995.

             Staff Appraiser, Cushman & Wakefield Appraisal Division,
             specializing in commercial and industrial real estate appraisal and
             investment counseling throughout the nation from February, 1984 to
             December, 1988.

             Assistant Vice President, Branch Operations, Beneficial Savings
             Bank, Philadelphia, Pennsylvania, from February, 1973 to February,
             1984.

Formal Education

             Saint Vincent College, Latrobe, Pennsylvania
                 Bachelor of Arts - 1972 

             Temple University, Philadelphia, Pennsylvania
                 Graduate Program in Finance - 1975-1978 
                 Required Courses of Study for State Licensure

             Appraisal Institute, Chicago, Illinois 
                 Required Courses of Study Leading to MAI Designation.
                 Various Lectures and Seminars for Continuing Education Credits.

Qualified Expert Witness
             United States Bankruptcy Court, 
             Northeastern District of Pennsylvania

             Berks County, Pennsylvania 
             Board of Assessment Appeals

             City of Philadelphia 
             Board of Revision of Taxes
<PAGE>

================================================================================
DISPLAY THIS CERTIFICATE PROMINENTLY NOTIFY AGENCY WITHIN 10 DAYS OF ANY CHANGE

                          Commonwealth of Pensylvania
                              Department of State
                Bureau of Professional and Occupational Affairs
                    P.O. BOX 2649, Harrisburg, PA 17105-2649

                                 Classification

                               GENERAL APPRAISER

                                     [SEAL]

 Certificate Number      Certification Date      Issued            Expires

   GA-000267 - L            AUG 19 1991        JUN 15 1995       JUN 30 1997


/s/ Gerald B McNamara
- -----------------------------------------------------
Signature

/s/ Dorothy Childress
- -----------------------------------------------------
Commissioner of Professional and Occupational Affairs


                                          Issued To:

                                          GERALD BRIAN MCNAMARA
                                          213 CLIVEDEN AVENUE
                                          GLENSIDE    PA 19038


   ALTERATION OF THIS DOCUMENT IS A CRIMINAL OFFENSE UNDER 18 PA.C.S.ss.4911
================================================================================
<PAGE>

                                            QUALIFICATIONS OF RICHARD W. LATELLA
- --------------------------------------------------------------------------------

PROFESSIONAL AFFILIATIONS

Member, American Institute of Real Estate Appraisers 
 (MAI Designation #8346)

New York State Certified General Real Estate Appraiser #46000003892 
Pennsylvania State Certified General Real Estate Appraiser #GA-001053-R 
State of Maryland Certified General Real Estate Appraiser #01462 
Minnesota Certified General Real Estate Appraiser #20026517

New Jersey Real Estate Salesperson (License #NS-130101-A}

Certified Tax Assessor - State of New Jersey

Affiliate Member - International Council of Shopping Centers, ICSC

REAL ESTATE EXPERIENCE

Senior Director, National Retail Valuation Services, Cushman & Wakefield
Appraisal Division. Cushman & Wakefield is a national full service real estate
organization and a Rockefeller Group Company. While Mr. Latella's experience has
been in appraising a full array of property types, his principal focus is in the
appraisal and counseling for major retail properties and specialty centers on a
national basis. As Senior Director of Cushman & Wakefield's Retail Group his
responsibilities include the coordination of the firm's national group of
appraisers who specialize in the appraisal of regional malls, department stores
and other major retail property types. He has personally appraised and consulted
on in excess of 150 regional malls and specialty retail properties across the
country.

Senior Appraiser, Valuation Counselors, Princeton, New Jersey, specializing in
the appraisal of commercial and industrial real estate, condemnation analyses
and feasibility studies for both corporate and institutional clients from July
1980 to April 1983.

Supervisor, State of New Jersey, Division of Taxation, Local Property and Public
Utility Branch in Trenton, New Jersey, assisting and advising local municipal
and property tax assessors throughout the state from June 1977 to July 1980.

Associate, Warren W. Orpen & Associates, Trenton, New Jersey, assisting in the
preparation of appraisals of residential property and condemnation analyses from
July 1975 to April 1977.
<PAGE>

================================================================================
DISPLAY THIS CERTIFICATE PROMINENTLY NOTIFY AGENCY WITHIN 10 DAYS OF ANY CHANGE

                          Commonwealth of Pensylvania
                              Department of State
                Bureau of Professional and Occupational Affairs
                    P.O. BOX 2649, Harrisburg, PA 17105-2649

                                 Classification

                               GENERAL APPRAISER

                                     [SEAL]

 Certificate Number      Certification Date      Issued            Expires

   GA-001053 - R            JUN 21 1993        JUN 20 1995       JUN 30 1997



- -----------------------------------------------------
Signature

/s/ Dorothy Childress
- -----------------------------------------------------
Commissioner of Professional and Occupational Affairs


                                          Issued To:

                                          RICHARD WARREN LATELLA
                                          C&W INC
                                          51 WEST 52ND STREET
                                          NEW YORK     NY 10019


   ALTERATION OF THIS DOCUMENT IS A CRIMINAL OFFENSE UNDER 18 PA.C.S.ss.4911
================================================================================



                               COMPLETE APPRAISAL
                                TRANSMITTED IN A
                         SELF-CONTAINED APPRAISAL REPORT
                                     C97-605

                                       OF

                            THE WEST POINT APARTMENTS
                                   LOCATED AT
                                  8700 WOODWAY
                          HOUSTON, HARRIS COUNTY, TEXAS

                                       FOR

                                MR. ERNIE IRIARTE
                                 VICE PRESIDENT
                               L. J. MELODY & CO.
                        4675 MACARTHUR COURT, SUITE 1425
                         NEWPORT BEACH, CALIFORNIA 92660

                                       BY

                  PATRICK O'CONNOR AND ASSOCIATES, INCORPORATED
                         D.B.A. O'CONNOR AND ASSOCIATES
                         2000 NORTH LOOP WEST, SUITE 110
                              HOUSTON, TEXAS 77018
                                 (713) 686-9955

                         EFFECTIVE DATE OF THE APPRAISAL

                                  JULY 29, 1997
<PAGE>

                                 [MAP OMITTED]
<PAGE>

      Letter of Transmittal
        Executive Summary
        Table of Contents
<PAGE>

            [Letterhead of Patrick O'connor & Associates, INC., dba]

                                 August 5, 1997

Mr. Ernie Iriarte
Vice President
L. J. Melody & Company
4675 MacArthur Court, Suite 1425
Newport Beach, California  92660

Reference:     The West Point Apartments, encompassing a total of +/-38.4484
               acres (+/-1,674,812 square feet) of land and 1,280 apartment
               units located at the intersection of Woodway Drive and Lazy
               Hollow Drive. The subject property has a physical address of 8700
               Woodway, Houston, Harris County, Texas. (Key Map: 490-U)

Dear Mr. Iriarte:

At your request, we have prepared a complete appraisal for the purpose of
estimating the "As Is" Market Value of the Fee Simple Estate (subject to short
term leases) in the above referenced property.

The value estimate concluded to herein is subject to the assumptions and
contingent and limiting conditions contained within both the body of this
self-contained appraisal report and the addenda. The effective date of this
appraisal is July 29, 1997, which is the date of our final physical inspection
of the property.

Inspection of the property, and the analyses that form the basis for our value
conclusions were made by the undersigned. This report has been prepared in
compliance with the Code of Professional Ethics of the Appraisal Institute and
the Uniform Standards of Professional Appraisal Practice (USPAP).
<PAGE>

Mr. Ernie Iriarte
August 5, 1997
Page 2


O'Connor and Associates is a professional real estate appraisal and consulting
firm, providing service to a variety of corporate, institutional, governmental
and private clientele. In the past twelve (12) months our firm has completed
numerous valuation assignments involving similarly improved properties.

We are not qualified to detect or identify hazardous substances which may, or
may not be present on, in, or near this property. The presence of hazardous
materials may negatively affect value. We have valued the subject property as
though free of hazardous materials. We urge the user of this report to obtain
the services of a specialist for the purpose of conducting an environmental
audit to ensure that the subject property is free of hazardous materials.

Based on our investigation of the available market data, including sales of
similar properties (see Sales Comparison Approach-Improved) and conversations
with brokers and individuals active in the local area, the time that would be
required to effectively expose the subject property to the market is estimated
to be twelve (12) months. Attached is our self-contained appraisal report which
describes the investigation and analyses undertaken in arriving at our value
estimate. As such, the "As Is" Market Value of the subject property, as of July
29, 1997, is as follows:

               THIRTY-FIVE MILLION EIGHT HUNDRED THOUSAND DOLLARS
                                   $35,800,000

Respectfully submitted,

O'CONNOR & ASSOCIATES


/s/ John R. Fisher                         /s/ Patrick C. O'Connor
- -------------------------------            -------------------------------
John R. Fisher                             Patrick C. O'Connor, MAI
State Certified Real Estate Appraiser      State Certified Real Estate Appraiser
TX-1323960-G                               TX-1321378-G


/s/ W. F. Trotter, Jr.
- -------------------------------
W. F. Trotter, Jr.
State Certified Real Estate Appraiser
TX-1322606-G
Associate Member of the Appraisal Institute
<PAGE>

                                      TABLE OF CONTENTS

  I.  PREFACE

      Title Page                                                               I

      Letter of Transmittal                                                   II

      Table of Contents                                                       IV

      Certification of Appraisal                                              VI

      Assumptions and Limiting Conditions                                   VIII

      Summarization of Important Data and Conclusions                        XII

 II.  METHODOLOGY AND PROCEDURES IN THE APPRAISAL PROCESS

      The Appraisal Process                                                    1

III.  DESCRIPTIONS, ANALYSES, & CONCLUSIONS                                   11

      Definitions of Value                                                    11

      Purpose of Appraisal                                                    14

      Use of Appraisal                                                        14

      Effective Date of Appraisal                                             15

      Appraisal Development and Reporting Process                             15

      Legal Description                                                       16

      Ownership History                                                       16

      Houston Area Data                                                       17

      Neighborhood Data                                                       36

      Site Data                                                               46

      Improvement Data                                                        52

      Property Taxes                                                          62

      Zoning and Restrictions                                                 64

      Apartment Market Analysis                                               65

      Highest and Best Use Analysis                                           80


C97-605                      O'Connor & Associates                            IV
<PAGE>

                                      TABLE OF CONTENTS

  B.  SALES COMPARISON APPROACH-LAND VALUATION                                87

      Comparable Land Sales                                                   88

      Analysis of Comparable Land Sales                                       93

      Land Grid Analysis                                                      97

      Final Estimate of Land Value                                            98

      COST APPROACH TO VALUE                                                  99

      Estimate of Replacement Cost New                                       102

      Depreciation                                                           103

      Final Estimate of Value via the Cost Approach to Value                 107

      SALES COMPARISON APPROACH                                              108

      Comparable Improved Sales                                              109

      Analysis of Improved Sales                                             124

      Final Estimate of Value via the Sales Comparison Approach              132

      INCOME APPROACH TO VALUE                                               133

      Rent Comparables                                                       137

      Estimate of Market Rent                                                161

      Expense Analysis                                                       182

      Net Operating Income                                                   187

      Direct Capitalization                                                  189

      Effective Gross Income Multiplier Analysis                             194

      Discounted Cash Flow Analysis                                          196

      Final Estimate of Value via the Income Approach                        201

      RECONCILIATION AND FINAL VALUE ESTIMATE                                206

      EXHIBITS


C97-605                      O'Connor & Associates                             V
<PAGE>

                               CERTIFICATION OF APPRAISAL

We certify that, to the best of our knowledge and belief, ...

(1)   The statements of fact contained in this report, upon which the analysis,
      opinions and conclusions expressed herein are based, are true and correct.

(2)   The reported analyses, opinions and conclusions are limited only by the
      reported assumptions and limiting conditions, and are our personal,
      unbiased professional analyses, opinions and conclusions.

(3)   We have no present or prospective interest in the property that is the
      subject of this appraisal report, and we have no personal interest or bias
      with respect to the parties involved.

(4)   Our compensation is not contingent on an action or event resulting from
      the analyses, opinions, or conclusions in, or use of, this report; our
      compensation is not contingent upon a predetermined value, or direction in
      value, or finding that favors the cause of the client, the amount of value
      estimate, the attainment of a stipulated result, or the occurrence of a
      subsequent event.

(5)   Our analyses, opinions, and conclusions were developed, and this report
      has been prepared, in conformity with the Uniform Standards of
      Professional Appraisal Practice as promulgated by the Appraisal Institute,
      and the Code of Professional Ethics of the Appraisal Institute.

(6)   The use of this report is subject to the requirements of the Appraisal
      Institute relating to review by their duly authorized representatives.

(7)   John R. Fisher has performed an interior and exterior inspection of the
      subject property. W. F. Trotter, Jr. and Patrick C. O'Connor, MAI have
      performed exterior inspections of the subject property.

(8)   No one provided significant professional assistance to the persons signing
      this report.

(9)   This assignment was not based upon a requested minimum value, a specific
      valuation, or the approval of a loan.

(10)  Patrick O'Connor is an MAI Member of the Appraisal Institute. W. F.
      Trotter, Jr. is an Associate Member of the Appraisal Institute. The bylaws
      and regulations of the Institute require each member to control the use
      and distribution of each report signed by such member.


C97-605                      O'Connor & Associates                            VI
<PAGE>

(11)  The use of this report is subject to the requirements of the Appraisal
      Institute relating to review by its duly authorized representatives.

(12)  As of the date of appraisal, Patrick C. O'Connor, MAI has completed the
      requirements under the continuing education program of the Appraisal
      Institute.

Based on the preceding investigations and the analyses of the subject property,
and subject to the attached definitions, assumptions, and limiting conditions,
it is our opinion that as of the effective date of this appraisal, the "As Is"
Market Value of the subject property, as of July 29, 1997 is as follows:

               THIRTY-FIVE MILLION EIGHT HUNDRED THOUSAND DOLLARS
                                   $35,800,000

Respectfully submitted,

O'CONNOR & ASSOCIATES


/s/ John R. Fisher                         /s/ Patrick C. O'Connor
- -------------------------------            -------------------------------
John R. Fisher                             Patrick C. O'Connor, MAI
State Certified Real Estate Appraiser      State Certified Real Estate Appraiser
TX-1323960-G                               TX-1321378-G


/s/ W. F. Trotter, Jr.
- -------------------------------
W. F. Trotter, Jr.
State Certified Real Estate Appraiser
TX-1322606-G
Associate Member of the Appraisal Institute


C97-605                      O'Connor & Associates                           VII
<PAGE>

                       ASSUMPTIONS AND LIMITING CONDITIONS

This appraisal is subject to the following assumptions and limiting conditions:

1)    No survey of the subject property was undertaken and the appraiser(s)
      assume no responsibility associated with such matters.

2)    The value estimate assumes responsible ownership and competent management.
      The subject property is assumed to be free and clear of all liens, except
      as may be otherwise herein described. No responsibility is assumed by the
      appraiser(s) for matters legal in character, nor is any opinion on the
      title rendered, which is assumed to be good and marketable.

3)    The information contained herein has been gathered from sources deemed to
      be reliable, but the appraiser(s) assume no responsibility for its
      accuracy. Correctness of estimates, opinions, dimensions, sketches and
      other exhibits which have been furnished and have been used in this report
      are not guaranteed.

4)    The value estimate rendered herein is considered reliable and valid only
      as of the date of the appraisal, due to rapid changes in the external
      factors that can significantly affect the property value. The final
      estimate of market value is expressed in terms of the current purchasing
      power of the dollar.

5)    Any leases, agreements or other written or verbal representations and/or
      communications and information received by the appraiser(s) have been
      reasonably relied upon in good faith but have not been analyzed for their
      legal implications. We urge and caution the user of this report to obtain
      legal counsel of his/her own choice to review the legal and factual
      matters, and to verify and analyze the underlying facts and merits of any
      investment decision in a reasonably prudent manner.

6)    Appraiser(s) assume no responsibility for any hidden agreements known as
      "side letters", which may or may not exist relative to this property,
      which have not been made known to us, unless specifically acknowledged
      within this report.

7)    This report is to be used in whole, and not in part. Any separate
      valuation for land and improvements shall not be used in conjunction with
      any other appraisal and is invalid if so used. Possession of this report
      or any copy thereof does not carry with it the right of publication nor
      may the same be used for any purpose by anyone but the client without the
      previous written consent of the appraiser(s), and in any event, only in it
      entirety.

8)    The appraiser(s), by reason of this report, are not required to give
      testimony in court with reference to the property appraised unless notice
      and proper arrangements have been previously made therefore.


C97-605                      O'Connor & Associates                          VIII
<PAGE>

Assumptions and Limiting Conditions - Continued

9)    Neither all nor any part of the contents of this report shall be conveyed
      to the public through advertising, public relations, news, sales or other
      media without prior written consent and approval of the author.

10)   No subsoil data or analysis based on engineering core borings or other
      tests were furnished to us. We have assumed that there are no subsoil
      defects present that would impair development of the land to its maximum
      permitted use, or would render it more or less valuable. No responsibility
      is assumed for engineering which might be required to discover such
      factors.

11)   The construction and physical condition of the improvements described
      herein are based on visual inspection. No liability is assumed by the
      appraiser(s) for the soundness of structural members since no engineering
      tests were conducted. No liability is assumed for the condition or
      adequacy of mechanical equipment, plumbing or electrical components. No
      responsibility is assumed for engineering which might be required to
      discover such factors. We urge the user of this report to retain an expert
      in this field.

12)   Unless otherwise stated in this report, the existence of hazardous
      substances, including without limitation asbestos, polychlorinated
      byphenyls, petroleum leakage, or agricultural chemicals, which may or may
      not be present in or on the property, or other environmental conditions
      were not called to the attention of the appraiser(s) nor did the
      appraiser(s) become aware of such during the appraiser(s) inspection. The
      appraiser(s) have no knowledge of the existence of such materials on or in
      the property unless otherwise stated. The appraiser(s), however, are not
      qualified to test such substances or conditions. If the presence of such
      substances as asbestos, urea formaldehyde, foam insulation or other
      hazardous substance or environmental conditions may affect the value of
      the property, the value estimate is predicated on the assumption that
      there is no such condition on or in the property or in such proximity
      thereto as to cause a loss in value. No responsibility is assumed for any
      such conditions, nor for any expertise or engineering knowledge required
      to detect or discover them. We urge the user of this report to retain an
      expert in the field of environmental impacts on real estate if so desired.

13)   The projections of income, expenses, terminal values or future sales
      prices are not predictions of the future, rather, they are the best
      estimate of current market thinking of what future trends will be. No
      warranty or representation is made that these projections will
      materialize. The real estate market is constantly changing. It is not the
      task of the appraiser(s) to estimate the conditions of a future real
      estate market, but rather to reflect what the investment community
      envisions for the future, and upon what assumptions of the future
      investment decisions are based.


C97-605                      O'Connor & Associates                            IX
<PAGE>

Assumptions and Limiting Conditions - Continued

14)   The client or user of this report agrees to notify the appraiser(s) of any
      error, omission or inaccurate date contained in the report within 15 days
      of receipt, and return the report and all copies thereof to the
      appraiser(s) for correction prior to any use.

15)   The acceptance of this report, and its subsequent use by the client or any
      other party in any manner whatsoever for any purpose, is acknowledgement
      by the user that the report has been read and understood, and specifically
      agrees that the data and analyses, to their knowledge, are correct and
      acceptable.

16)   The appraisal assignment was not based upon a requested minimum valuation,
      a specific valuation, or the approval of a loan.

17)   We have not made a specific compliance survey to determine if the subject
      property is in compliance with the American Disabilities Act (ADA). It is
      possible that compliance survey of the subject property, together with a
      detailed analysis of the requirements of the ADA could reveal that the
      subject property is not in compliance with the Act. If so, this could have
      a negative effect upon the value of the subject property. Since we do not
      have any direct evidence relating to this issue, we did not consider
      possible noncompliance with the requirements of the ADA in estimating the
      value of the subject property.


C97-605                      O'Connor & Associates                             X
<PAGE>

                            ENVIRONMENTAL ASSUMPTIONS

This appraisal is subject to the following environmental assumptions:

1)    There is a safe, lead-free, adequate supply of drinking water.

2)    The subject property is free of soil contamination.

3)    There is no uncontaminated friable asbestos or other hazardous asbestos
      material on the property.

4)    There are no uncontaminated PCB's on or near the property.

5)    The radon level is at or below EPA recommended levels.

6)    Any functioning underground storage tanks (UST's) are not leaking and are
      properly registered; any abandoned UST's are free from contamination and
      were properly drained, filled and sealed.

7)    There are no hazardous waste sites on or near the subject property that
      negatively affect the value and/or safety of the property.

8)    There is no significant UREA formaldehyde (UFFI) insulation or other UREA
      formaldehyde material on the property.

9)    There is no flaking or peeling of lead-based paint on the property.

10)   The property is free of air pollution.

11)   There are no wetlands/flood plains on the property.

12)   There are no other miscellaneous hazardous substances and/or detrimental
      environmental conditions on or in the area of the site (excess noise,
      radiation, light pollution, magnetic radiation, acid mine drainage,
      agricultural pollution, waste heat, miscellaneous chemical, infectious
      medical wastes, pesticides, herbicides, and the like).


C97-605                      O'Connor & Associates                            XI
<PAGE>

SUMMARY OF SALIENT FACTS AND CONCLUSIONS

        Property Name:              West Point Apartments

        Tax I.D. #'s:               041-028-003-0026; 041-028-003-0037;
                                    118-342-000-0001

        Key Map:                    490 U

        Location:                   The subject property is located at the
                                    intersection of Woodway Drive and Lazy
                                    Hollow Drive. The subject property has a
                                    physical address of 8700 Woodway, Houston,
                                    Harris County, Texas. Additionally, the
                                    property fronts Westheimer Road.

        Purpose of Appraisal:       To estimate the "As Is" Market Value of the
                                    Fee Simple Estate, subject to assumptions
                                    and limiting conditions listed herein.

        Property Rights Appraised:  Fee Simple Estate, subject to short term
                                    leases.

        Land Size:                  Three irregularly shaped tracts containing a
                                    total of +/-38.4484 acres (+/-1,674,812
                                    square feet) of land. The tracts are
                                    effectively contiguous, separated only by
                                    roadway (see plat).

        Improvement                 Description: The subject property's
                                    improvements consist of a Class "B"
                                    apartment complex and supporting site
                                    improvements. The facility consists of
                                    two-story buildings, with a total net
                                    rentable area of 981,507 square feet
                                    (according to the rent roll provided). The
                                    project contains 950 master-metered units
                                    and 330 separately-metered units for a total
                                    of 1,280 units.

        Average Unit Size:          767 Square Feet

        Stabilized Occupancy:       91% (6% vacancy & collection loss + 3%
                                    employee/model units)


C97-605                      O'Connor & Associates                           XII
<PAGE>

SUMMARY OF SALIENT FACTS AND CONCLUSIONS - Continued

        Year of Construction:       1969-1972

        Zoning:                     The City of Houston does not utilize zoning
                                    to regulate development.

        Utilities:                  All available

        Effective Date of 
            the Appraisal:          July 29, 1997

        Flood                       Plain: According to FIRM map panel no.
                                    48201C0275-H, published for Harris County
                                    and dated September 30, 1992, the large
                                    majority of the subject property is located
                                    in Zone X, an area outside of the 100-Year
                                    Floodplain. The north boundary appears to be
                                    in shaded Zone X, an area between the 100-
                                    and 500-Year Floodplains. A copy of this map
                                    is included in the Site Data section of this
                                    report.

        Highest and Best Use:
               As Vacant:           Future multifamily development.
               As Improved:         Its present multifamily use.

Value Estimates:
        Land Value (As Vacant)      $15,825,000
        Cost Approach:              $38,130,000
        Sales Comparison Approach:  $35,520,000
        Income Approach:            $36,100,000
        Concluded Market Value:     $35,800,000
        Insurable Value:            $36,635,000

        Exposure                    Time/Marketing Time: Assuming adequate
                                    exposure and normal marketing efforts, the
                                    estimated exposure time (i.e. the length of
                                    time the subject property would have been
                                    exposed for sale in the market had it sold
                                    at the market value concluded to in this
                                    analysis as of the date of this valuation)
                                    would have been within about twelve (12)
                                    months; the estimated marketing time (i.e.
                                    the amount of time it would probably take to
                                    sell the subject property if exposed in the
                                    market beginning on the date of this
                                    valuation) is estimated to be within about
                                    twelve (12) months.


C97-605                      O'Connor & Associates                         XIII
<PAGE>

METHODOLOGY AND PROCEDURES USED IN THE APPRAISAL PROCESS

An appraisal is defined as "the act or process of estimating value." (Appraisal
of Real Estate, Eleventh Edition, Appraisal Institute). Real estate appraisal
involves selective research into appropriate market areas; the assemblage of
pertinent data; the use of appropriate analytical techniques; and the
application of knowledge, experience, and professional judgement to develop an
appropriate solution to an appraisal problem.

The underlying principles in the appraisal process are supply/demand,
anticipation, change, competition, substitution, opportunity cost, balance,
contribution, surplus productivity, conformity, and externalities. As found in
the Appraisal of Real Estate, Eleventh Edition, these principles are defined as
follows:

Supply and Demand

"In economic theory, the principle of supply and demand states that the price of
a commodity, good, or service varies inversely, but not necessarily
proportionately, with demand, and directly, but not necessarily proportionately,
with supply. In a real estate context, the appraisal principle of supply and
demand states that the price of real property varies inversely, but not
necessarily proportionately, with demand, and directly, but not necessarily
proportionately, with supply. Thus, an increase in the supply of an item or a
decrease in the demand for an item tends to reduce the equilibrium price; the
opposite conditions produce an opposite effect. The relationship between supply
and demand may not be directly proportional, but the interaction of these forces
is fundamental to economic theory. The interaction of suppliers and demanders,
or sellers and buyers, constitutes a market.

"Usually, property values vary directly with changes in supply. If properties
for a particular use become more abundant than they were in the past, their
equilibrium value declines; by contrast, if properties become more scarce and
supply declines relative to demand, the equilibrium price of the properties
increases. The supply of and demand for commodities always tend toward
equilibrium. At this theoretical point (which virtually never occurs), market
value, price, and cost are equal."


C97-605                      O'Connor & Associates                        Page 1
<PAGE>

Anticipation

"Value is created by the anticipation of benefits to be derived in the future.
In the real estate market, the current value of a property is usually not based
on its historical prices or the cost of its creation; rather, value is based on
market participants' perceptions of the future benefits of acquisition.

"The value of owner-occupied residential property is based primarily on the
expected future advantages, amenities, and pleasures of ownership and occupancy.
The value of income-producing real estate is based on the income it will produce
in the future. Therefore, real property appraisers must be aware of local,
regional and national real estate trends that affect the perceptions of buyers
and sellers and their anticipations of the future. Historical data on a property
or the market are relevant only insofar as they help interpret current market
anticipations."

Change

"The dynamic nature of the social, economic, governmental, and environmental
forces that influence real property value accounts for change. Although change
is inevitable and continuous, the process may be gradual and not easily
discernible. In active markets, change may occur rapidly, with new properties
put up for sale and others sold on a daily basis. Abrupt changes may be
precipitated by plant or military base closures, tax law revisions, or the start
of new construction. The pervasiveness of change is evident in the real estate
market, where the social, economic, governmental, and environmental forces that
affect real estate are in constant transition. Changes in these forces influence
the demand for and supply of realty and, therefore, individual property values.
Appraisers attempt to identify current and anticipated changes in the market
that could affect current property values, but because change is not always
predictable, value estimates may be valid only for a relatively brief period
after the date specified in the appraisal report."

Competition

"Competition between buyers or tenants represents the interactive efforts of two
or more potential purchasers or tenants to make a purchase or secure a lease.
Between sellers or landlords, competition represents the interactive efforts of
two or more potential sellers or landlords to effect a sale or lease.
Competition is fundamental to the dynamics of supply and demand in a free
enterprise, profit-maximizing, economic system.

"Buyers and sellers of real property operate in a competitive market setting; in
essence, each property competes with all other properties suitable for the same
use in the particular market segment and often with properties from other market
segments."

Substitution

"The principle of substitution states that when several similar or commensurate
commodities, goods, or services are available, the one with the lowest price
attracts the greatest demand and widest distribution. This principle assumes
rational, prudent market behavior with no undue cost to delay. According to the
principle of substitution, a buyer would not pay more for one property than for
another that was equally desirable.


C97-605                      O'Connor & Associates                        Page 2
<PAGE>

"Property values tend to be set by the cost of acquiring an equally desirable
substitute property. The principle of substitution recognizes that buyers and
sellers of real property have options, i.e., other properties are available for
similar uses. The substitution of one property for another may be considered in
terms of use, structural design, or earnings. The cost of acquisition may be the
cost to purchase a similar site and construct a building of equivalent utility,
assuming no undue cost due to delay; this is the basis of the cost approach. On
the other hand, the cost of acquisition may be the price of acquiring an
existing property of equal utility, again assuming no undue cost due to delay;
this is the basis of the sales comparison approach.

"The principle of substitution is equally applicable to properties such as
houses, which are purchased for their amenity-producing attributes, and
properties purchased for their income-producing capabilities. The
amenity-producing attributes of residential properties include excellence of
design, quality of workmanship, or superior construction materials. In regard to
income-producing property, an equally desirable substitute might be an
alternative investment property that produces equivalent investment returns with
equivalent risk. The limits of property prices, rents, and rates tend to be set
by the prevailing prices, rents and rates of equally desirable substitutes. The
principle of substitution is fundamental to all three traditional approaches to
value - sales comparison, cost, and income capitalization."

Opportunity Cost

"Opportunity cost is the net cost of opportunities not chosen or options
foregone, denied, or lost. An investor who selects one investment forgoes the
opportunity to invest in other available investments. An investor will select
the investment that best meets his or her investment objectives. Some investors
look for the highest rate of return at the lowest risk, while others seek the
assurance of long-term growth at a more conservative rate of return. In addition
to the illiquidity the investor endures over the term of the investment, there
is a potential for opportunity cost if alternative investments at comparable
levels of risk outperform the investment chosen."

Balance

"The principle of balance holds that real property value is created and
sustained when contrasting, opposing, or interacting elements are in a state of
equilibrium. This principle applies to relationships among various property
components as well as the relationship between the costs of production and the
property's productivity. Land, labor, capital, and entrepreneurship are the
agents of production, but for most real property the critical combination is the
land and the improvements. Economic balance is achieved when the combination of
land and improvements is optimal -- i.e., when no marginal benefit or utility is
achieved by adding another unit of capital. The law of increasing returns holds
that increments in the agents of production added to a parcel of property
produce greater net income up to a certain point. At this point, the point of
decreasing or diminishing returns, the maximum value is achieved. Any additional
expenditures will not produce a return commensurate with the additional
investment, according to the law of decreasing returns. At the point of
decreasing returns, further 


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increments in the agents of production will cause productivity to decline
proportionately. This principle is also known as the principle of diminishing
marginal productivity or law of diminishing returns."

Contribution

"The concept of contribution states that the value of a particular component is
measured in terms of its contribution to the value of the whole property, or as
the amount that its absence would detract from the value of the whole. The cost
of an item does not necessarily equal its value.

"In some cases, a property's market value may not increase even though the real
estate has undergone alteration, modification, or rehabilitation.

"The contribution of existing improvements may not be in proper balance with the
total property. Especially in areas of rapid transition, a property's present
use may underutilize the land. Nevertheless, an existing, less-than optimal use,
called an interim use, will continue until it is economically feasible for a
developer to absorb the costs of converting the property by either razing and
replacing or rehabilitating the existing improvements."

Surplus Productivity

"Surplus productivity is the net income that remains after the costs of various
agents of production have been paid. The classical economists identified the
surplus with land rent, which they understood to account for land value.
Traditionally, the principle of surplus productivity has provided the basis for
the residual concept of land returns and residual valuation techniques. The
principles of surplus productivity and residual returns to the land are useful
in establishing the highest and best use of land and in analyzing which option
among alternative land use options will yield the highest value. Some
twentieth-century economists argue that surplus productivity should be ascribed
to a different agent of production, i.e., the entrepreneurship required to
combine the land, labor, and capital into a complete real estate product."

Conformity

"Conformity holds that real property value is created and sustained when the
characteristics of a property conform to the demands of the market. The styles
and uses of the properties in a given area may conform for several reasons,
including economic pressures and the shared preferences of owners for certain
types of structures, amenities, and services. The imposition and enforcement of
zoning ordinances and plans by local governments to regulate land use may also
contribute to conformity. Standards of conformity set by the market are subject
to change. Zoning codes which tend to establish conformity in basic property
characteristics such as size, style and design, are often difficult to change
and may hasten the pace of obsolescence."


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Externalities

"The principle of externalities states that factors external to a property can
have a positive effect on its value or a negative effect on its value. When an
essential product or service affects a great number of people, it is often
provided by government.

"Real estate is affected by externalities perhaps more strongly than any other
economic good, service or commodity. Because it is physically immobile, real
estate is subject to many types of external influences. Externalities may refer
to the use or physical attributes of properties located near the subject
property or to the economic conditions that affect the market in which the
subject property competes."


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In arriving at a final value estimate for real property, an arduous and
systematic process is undertaken. This process, as detailed in The Appraisal of
Real Estate, Eleventh Edition, is set forth below.

"The valuation process begins when an appraiser identifies the appraisal problem
and ends when he or she reports a conclusion to the client.

"Each real property is unique, and many different types of value can be
estimated for a single property. The most common appraisal assignment is
performed to estimate market value; the valuation process contains all the steps
appropriate to this type of assignment. The model also provides the framework
for estimating any other defined value. Consulting assignments often call for
value estimates which are derived through application of the valuation process.

"The valuation process is accomplished through specific steps; the number of
steps followed depends on the nature of the appraisal assignment and the data
available. The model indicates a pattern that can be used in any appraisal
assignment to perform market research and data analysis, to apply appraisal
techniques, and to integrate the results of these activities into an estimate of
defined value.

"Research begins after the appraisal problem has been defined. The analysis of
data relevant to the problem starts with an investigation of trends observed at
all market levels - international, national, regional, community, and
neighborhood. This examination helps the appraiser understand the
interrelationships among the principles, forces, and factors that affect real
property value in the specific area. It also provides raw data from which to
extract quantitative information and other evidence of market trends such as
positive or negative percentage changes in property value over a number of
years, the population movement into an area, and the number of employment
opportunities available and their effect on the purchasing power of potential
property users. These data can be analyzed and employed to estimate a defined
value.

"Traditionally, appraisal techniques are the specific procedures within the
three approaches that are applied to derive indications of real property value.
Other procedures, such as the use of inferential statistics and economic models
also contribute to appraisals. One or more approaches to value may be used
depending on their applicability to the particular appraisal assignment."


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1. The Cost Approach is based on the understanding that market participants
relate value to cost. In the cost approach the value of a property is derived by
adding the estimated value of the land to the current cost of constructing a
reproduction or replacement for the improvements and then subtracting the amount
of depreciation (i.e., deterioration and obsolescence) in the structures from
all causes. Entrepreneurial profit may be included in the value indication. This
approach is particularly useful in valuing new or nearly new improvements and
properties that are not frequently exchanged in the market. Cost approach
techniques can also be employed to derive information needed in the sales
comparison and income capitalization approaches to value, such as the costs to
cure items of deferred maintenance.

2. The Sales Comparison Approach is the process in which a market value estimate
is derived by analyzing the market for similar properties and comparing these
properties to the subject property. Estimates of market rent, cost,
depreciation, and other value parameters may be derived in the other approaches
to value using comparative techniques. Often these elements are also analyzed in
the sales comparison approach to determine the adjustments to be made to the
sales prices of comparable properties. The comparative techniques of analysis
applied in the sales comparison approach are fundamental to the valuation
process. In the sales comparison approach, market value is estimated by
comparing the subject property to similar properties that have recently sold,
are listed for sale, or are under contract (i.e., recently drawn up purchase
offers accompanied by a cash or equivalent deposit). A major premise of the
sales comparison approach is that the market value of a property is directly
related to the prices of comparable, competitive properties.

3. In the Income Capitalization Approach, the present value of future benefits
of property ownership is measured. A property's income streams and its resale
value upon reversion may be capitalized into a present, lump-sum value.

"In assignments to estimate market value, the ultimate goal of the valuation
process is a well-supported conclusion that reflects all the factors that
influence the market value of the property being appraised. To achieve this
goal, the appraiser studies the property from three different viewpoints, which
correspond to the three traditional approaches to value.

"The three approaches are interrelated; each requires the gathering and analysis
of sales, cost, and income data that pertain to the property being
appraised...From the approaches applied, the appraiser derives separate
indications of value for the property being appraised. One or more approaches
may not be applicable to a specific assignment or may be less reliable due to
the nature of the property, the needs of the client, or the data available."


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The final step in the appraisal process involves the reconciliation of the
values indicated by each of the applicable approaches into a final value
conclusion. In this process the reliability of the value indications and the
applicability of the approaches are explained. Reconciliation also provides an
opportunity to resolve variations and inconsistencies among the value
indications and the methods with which they were derived.

The appraiser weighs the relative significant applicability and defensibility of
the indication of value derived from each approach and places most weight and
reliance on the one which in his professional judgment best approximates the
value of the property. The facts are reconciled and their probable validity and
reliability are reconciled to a final value estimate. 

"To complete the valuation process, the appraiser integrates the information
drawn from market research and data analysis and from the application of
approaches to form a value conclusion. This conclusion may be presented as a
single point estimate of value or as a range within which the value may fall. An
effective integration of all the elements in the process depends on an
appraiser's skill, experience, and judgment."


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An outline of the valuation process is presented below.
    I.     Definition of the Problem
           A.  Identification of real estate
           B.  Identification of property rights to be valued
           C.  Use of appraisal
           D.  Definition of Value
           E.  Date of Value Estimate
           F.  Description of Scope of Appraisal
           G.  Other limiting conditions

    II.    Preliminary Analysis and Data Selection and Collection
           A.  General
               1. Social
               2. Economic
               3. Government
               4. Environmental

           B.  Specific (Subject and Comparables)
               1. Site and improvements
               2. Cost and Depreciation
               3. Income/expense and capitalization rate
               4. History of ownership and use of property

           C   Competitive Supply and Demand (The subject market)
               1. Inventory of competitive properties
               2. Sales and listings
               3. Vacancies and offerings
               4. Absorption rates
               5. Demand studies

    III.   Highest and Best Use Analysis
           A.  Land as though vacant
           B.  Property as improved

    IV. Land Value Estimate

    V.     Application of the Three Approaches
           A.  Cost
           B.  Sales Comparison
           C.  Income Capitalization

    VI. Reconciliation of Value Indications and Final Value Estimate

    VII.   Report of Defined Value


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Approaches applicable to this appraisal

In the following pages, the report will be segregated into six major categories.
The first section covers general considerations, such as Region, City and
Neighborhood Data, description of site and improvements, and the Highest and
Best Use. The Second Section will deal with the land analysis and arrives at an
estimate of land value. This section is then followed by the three (3)
approaches to value, the Cost Approach, Sales Comparison Approach, and the
Income Approach. In the last section, the estimates of value are then correlated
and reconciled in the Final Reconciliation Section at the end of the report,
just preceding the Final Value Estimate

Competency of the Appraisers

John R. Fisher, W. F. Trotter, Jr., and Patrick C. O'Connor, MAI are Certified
Real Estate Appraisers with the State of Texas, and have appraised numerous
properties similar to the subject.

Your attention is invited to the following descriptions and analyses that form,
in part, our opinion of value for the subject property.


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                     DESCRIPTIONS, ANALYSES, AND CONCLUSIONS
                             GENERAL CONSIDERATIONS

Definitions of Value and Ownership

The following are definitions of Value and Ownership rights that will be
referred to in the following analyses.

Complete Appraisal

As defined by the Appraisal Standards Board of the Appraisal Foundation, a
Complete Appraisal is defined as follows;

   "The act or process of estimating value or an estimate of value performed
                   without invoking the Departure Provision."

Self-Contained Appraisal Report

As defined by the Appraisal Standards Board of the Appraisal Foundation, a Self
Contained Appraisal Report is defined as follows:

"A written report prepared under standards Rule 2-2(a) of a Complete or Limited
                     Appraisal performed under Standard 1."


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Market Value

Market Value is defined by the OCC, Regulation 12 CFR, part 34 as being "the
most probable price which a property will bring in a competitive and open market
under all conditions requisite to a fair sale, with the buyer and seller each
acting prudently, knowledgeably and assuming the price is not affected by undue
stimulus."

"Implicit in this definition is the consummation of a sale as of a specified
date and the passing of title from seller to buyer under conditions whereby:

      1. Buyer and Seller are typically motivated;

      2. Both parties are well informed or well advised, and each acting in
         what he considered his own best interest;

      3. A reasonable time is allowed for exposure in the open market;

      4. Payment is made in terms of cash in U. S. dollars or in terms of
         financial arrangements comparable thereto; and

      5. The price represents the normal consideration for the property sold,
         unaffected by special or creative financing or sales concessions
         granted by anyone associated with the sale."

The value conclusions in this report are expressed in terms of cash.

Exposure Time/Marketing Time

Assuming adequate exposure and normal marketing efforts, the estimated exposure
time (i.e. the length of time the subject property would have been exposed for
sale in the market had it sold at the market value concluded to in this analysis
as of the date of this valuation) would have been within about twelve (12)
months; the estimated marketing time (i.e. the amount of time it would probably
take to sell the subject property if exposed in the market beginning on the date
of this valuation) is estimated to be within about twelve (12) months.


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Market Rent

Market Rent is defined by The Dictionary of Real Estate Appraisal as "the rental
income that a property would most probably command in the open market."

Ownership Rights

The holding of rights or interest in real estate is referred to as ownership
rights. As defined by The Appraisal of Real Estate, Eleventh Edition, the
following are definitions of ownership interest applicable to our investigation.

Fee Simple Estate

This bundle of ownership rights refer to the "absolute ownership unencumbered by
any other interest or estate, subject only to the limitations imposed by
governmental powers of taxation, eminent domain, police power, and escheat."

Leased Fee Estate

The leased fee interest refers to "an ownership interest held by a landlord with
specified rights that include the right of use and occupancy conveyed by lease
to others; the rights of lessor (the leased fee owner) and lessee (leaseholder)
are specified by contract terms contained within the lease."

Property Rights Appraised

The property rights appraised in this assignment are the Fee Simple Estate
(subject to short-term leases) in the subject property.


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Assets Appraised

The assets appraised in this appraisal assignment include land, buildings, and
ancillary site improvements. No moveable equipment or personal property, other
than appliances typically provided by the landlord in a multifamily setting, was
included in the valuation process.

No title policy was submitted to the appraiser and reservations, if any, are
unknown. If property rights differ from the above definitions, the value may be
affected. We reserve the right to modify our value conclusions should a current
title policy or survey indicate adverse easements or encroachments not visible
during our inspection.

Purpose of Appraisal

The purpose of the appraisal is to estimate the Market Value of the Fee Simple
Estate, subject to short term leases.

Use of the Appraisal

The use of this appraisal is understood to be for loan decisions in association
with the re-financing of the property. The development of this appraisal
entailed the use of the complete appraisal process as defined by the Uniform
Standards of Professional Appraisal Practice. This means that no departures from
Standard 1 were invoked.

Date of the Appraisal Report

The writing of this appraisal report was completed on August 5, 1997.


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Effective Date of the Appraisal

The descriptions, analyses, and conclusions of this report for the subject
property are applicable as of July 29, 1997. The appraisers inspected the site
on July 29, 1997.

Appraisal Development and Reporting Process

This report has been prepared in compliance with the following: Uniform
Standards of Professional Appraisal Practice, promulgated by the Appraisal
Standards Board of the Appraisal Foundation, as set forth in 12 C.F.R. Part
1608; The Code of Professional Ethics of the Appraisal Institute.

The value set forth herein was estimated after application and analysis by all
three approaches to value, i.e.; Cost Approach, Income Approach, Sales
Comparison Approach - Land Only, for an estimate of land as though vacant (to be
used in conjunction with the Cost Approach) and Sales Comparison Approach -
Improved Property. This appraisal included an inspection of the subject of this
report and comparable sales, and an analysis of the surrounding neighborhood
with recognition of existing and future trends. Market data, including sales and
lease information on comparable properties, were obtained from sources
considered to be reliable. Personal property, other than appliances typically
provided by the landlord in a multifamily setting, was not included in the value
estimate. This appraisal report details all pertinent data, descriptions, and
discussions germane to the appraisal of the subject of this report. The
development of this appraisal entailed the use of the complete appraisal
process, as defined by the Uniform Standards of Professional Appraisal Practice
(USPAP). This 


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means that no departures from Standard 1 were invoked. A copy of this report and
the data included herein have been retained in our files.

Legal Description

The legal description for the subject property was provided the Harris County
Appraisal District, as follows:

      PARCEL 1: Tracts 12, 12A - 12F, 12N, & 12S, Abstract 72, J. D. Taylor
      Survey; PARCEL 2: Tract 12G - 12K, 12M, 12P, & 12U, Abstract 72, J. D.
      Taylor Survey; PARCEL 3: Creekside Reserve, 2nd R/P, Houston, Harris
      County, Texas.

Neither a metes and bounds legal description nor a site survey was provided to
the appraisers.

Ownership History of Subject Property

According to information provided by the client, title to the subject property
is currently vested in Harold Farb Investments (or its assigns), which built the
property in 1969-72. Therefore, no sales activity involving the subject property
has taken place over the past three years. The subject property is not currently
listed for sale and no offers are pending.


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              Subject Area/
            Property Analyses
<PAGE>

                              HOUSTON AREA ANALYSIS

The subject is located within the Houston Consolidated Metropolitan Statistical
Area (CMSA), which is composed of a seven-county area consisting of Harris,
Montgomery, Galveston, Fort Bend, Brazoria, Waller, and Liberty Counties.

Houston is the nation's fourth largest city with a metropolitan area population
of over three million people. Houston emerged as a major corporate center during
the 1960's and 1970's when more than 200 corporations moved their headquarters
here. Thirty-four of the thirty-five major energy and petroleum corporations are
headquartered in the city of Houston. As a result, the city has emerged as the
"energy capital" of the world.

Population

According to the 1990 census, the Houston CMSA had a population of roughly 3.6
million, and Houston was the fourth largest city in the nation. From 1970 to
1980, the population growth of Houston averaged 3.6 percent per year, which was
more than triple the national average. From 1980 to 1990, growth slowed due to
poor economic conditions of the mid-1980's.

Despite the economic downturn of the mid-1980's, Houston's seven-county
Consolidated Statistical Metropolitan Area is projected to increase by an
additional 1.48 million people through the year 2010, according to a task force
working for the Houston-Galveston Area Council (HGAC). Employment in the area
encompassing Harris, Fort Bend, Brazoria, 


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Galveston, Liberty, Montgomery, and Waller Counties, is projected to increase
from 1.5 million employed in 1980 to 2.4 million in 2010, an increase of more
than 60%.

This latest projection recognized that the pace of growth for the seven-county
area has lessened recently, and as a result, overall growth from 1980-1990 was
moderate. The study projects greater increases in population and employment in
the years after the 1980's. Population growth in the 1990 to 2010 time period is
expected to be moderate, approximately 2% per year for population. Employment
growth is expected to be slightly higher. The HGAC population projections are
shown in the following table.

================================================================================
                             POPULATION PROJECTIONS
================================================================================
================================================================================
                                                                 Forecast
                                                                % Increase
County                 Actual 1990             2000       2010  1990 - 2010

Brazoria                   198,178          235,821    282,384     42.5%

Fort Bend                  206,120          281,270    346,214     68.0%

Galveston                  224,169          264,120    313,533     40.0%

Harris                   2,712,765        3,160,005  3,716,947     37.0%

Liberty                     61,186           72,890     86,809     41.9%

Montgomery                 166,051          218,671    290,043     74.7%

Waller                      25,269           30,442     40,851     61.7%

CMSA Total               3,593,738        4,263,219  5,076,781     41.3%
================================================================================

Transportation Networks

The principal thoroughfares servicing the Houston metropolitan area include the
Sam Houston Tollway/Beltway 8, the 610 Loop, U.S. Highway 59, Interstate Highway
45, Interstate Highway 10, and the Hardy Toll Road.


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The Sam Houston Tollway consists of 6 main lanes separated by a concrete
barrier, with an additional 3 lane frontage road (Beltway 8) system. The first
phase of construction began in early 1985 at U.S. 59 and the Tollway was
completed to Interstate Highway 10. Phase 2, completed in July 1989, extended
the Tollway to the Northwest Freeway. In May, 1997, the final phase of the
Tollway, extending from Highway 288 to Interstate 45, was completed. The Sam
Houston Tollway/Beltway 8 now encircles the city limits of Houston and provides
an outer loop for the suburban areas of Houston. This tollway/freeway system and
its intersections has been the site of some of the most important development
corridors in the Harris County area, and experienced a significant amount of
development in the form of office, retail, light industrial, and apartment
development during the early 1980's.

The 610 Loop completely encircles Houston's Central Business District at a
radius of 5 to 6 miles. The 610 South Loop West which extends in a north/south
direction on the western portion of the city is one of Houston's most
established areas for office, retail, and hotel development, second only to the
Houston Central Business District.

U.S. Highway 59, southwest of Loop 610, is known as the Southwest Freeway. This
section was recently widened and improved. The Southwest Freeway is 8 to 10
lanes wide with a High Occupancy Vehicle center lane. Widening of the section of
the Southwest Freeway from Loop 610 to Beltway 8 was completed in 1992. The
section from Beltway 8 to West Airport is currently underway. Northeast of the
Loop 610, 


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Highway 59 is known as the Eastex Freeway. This section of freeway, from Loop
610 out to Beltway 8 is currently under construction for similar widening and
improving.

Interstate Highway 45 is a 6- to 8-lane controlled access freeway that
principally serves to connect the Houston Central Business District with areas
to the north (i.e. Conroe, Huntsville, Dallas, etc) and south (i.e. Clear Lake,
Galveston). Due to its proximity to Houston's Intercontinental Airport and its
terminus in the City of Galveston, as well as its intersection with most major
east/west thoroughfares, Interstate Highway 45 is considered one of Houston's
principal highways.

Interstate Highway 10 is a 6- to 8-lane controlled access freeway which extends
east and west from just north of the Houston Central Business District. East of
its intersection with Interstate Highway 45, the development trend is toward
manufacturing and petroleum production. This freeway extends east in proximity
to the Houston Ship Channel, which connects to Galveston Bay and allows shipping
access to inland areas. Interstate Highway 10 continues east to Beaumont and
further east to Florida. West of the Loop 610 intersection, development has
tended toward primarily retail, until west of the Sam Houston Tollway, where
office development becomes the primary land use. Interstate Highway 10, between
the Sam Houston Tollway and Highway 6, has become known as the "energy
corridor", as most major oil companies have located their main offices in this
location. This freeway continues to the west, connecting with San Antonio before
continuing out of the state.


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The Hardy Toll Road is a controlled access thoroughfare which provides access to
the northern portion of the city of Houston. It is a 6-lane concrete paved,
lighted, thoroughfare that begins at the Loop 610 and continues north to the
Harris County line where it merges with Interstate Highway 45. The Hardy Toll
Road was planned as a reliever highway for Interstate Highway 45 between the
growing communities north of the Houston Central Business District. The Hardy
Toll Road improves accessibility to Houston Intercontinental Airport, which is
located on the east side of this roadway.

Manufacturing

Manufacturing accounts for one of every ten employees in the Houston-Galveston
area, with the majority involved in the energy industry. The majority of the
factories located in the Houston area are related to off-load equipment, refined
petroleum products, or petrochemicals.

Houston ranks first in the nation in petroleum refining, and is typically known
as the world's petroleum refining capital. Houston is also the center of a
continually expanding network of product pipelines which connects some 200
chemical plants and refineries. It is anticipated that Houston will continue to
be the nation's energy capital into the foreseeable future. The mid 1980's
collapse of the petroleum and drilling industries was due primarily to a sharp
decline in the price of oil.


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Oil

Drilling rig activity is an important leading economic indicator for the energy
dependent Houston area. The rise or fall in the number of active exploratory
drilling rigs tends to indicate trends in near term future employment in the
energy industry. According to a recent survey of active drilling rigs by Baker
Hughes, U.S. drilling rig activity for the month of May 1997 included 913 active
rotary rigs, up 7% from the 853 active rigs reported in October 1996. West Texas
Intermediate (the benchmark of U.S. Crude), has recently been selling in the $18
to $24 per barrel range, below the 1985 levels of $32 per barrel, but up
significantly from the 1986 low of $12 per barrel.


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Employment

Houston's job growth has been strong, producing approximately 40,100 new jobs in
1996 (as compared 50,000 jobs in 1995, 18,800 jobs in 1993 and 37,400 jobs in
1994). According to the June 1997 report by the Texas Employment Commission, the
Houston PMSA non-agricultural employed for June 1997 numbered 1,852,600, up from
1,820,500 in February 1997, and up from 1,809,700 in August 1996. Because of the
high concentration of energy related industries in the Houston PMSA, the
distribution of employment varies from national percentages primarily in the
areas of manufacturing, services and mining (oil industry). Government
employment and manufacturing are well below national averages.

================================================================================
                 June 1997 Non-Agricultural Employed in (000's)
- --------------------------------------------------------------------------------
Industry                               Houston PMSA               Percent
- --------------------------------------------------------------------------------

Manufacturing                                 202.5                10.93%

Mining                                         66.4                 3.58%

Construction                                  132.0                 7.13%

Trans., Comm., Utilities                      126.6                 6.83%

Trade                                         432.1                23.32%

Fin., Ins., Real Estate                        97.6                 5.27%

Services & Miscellaneous                      548.8                29.62%

Government                                    246.6                13.31%
                                              -----                ------

Total                                       1,852.6               100.00%
================================================================================


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Unemployment

According to Texas Employment Commission statistics, the Texas unemployment rate
was 6.1% in June 1997, down from 6.4% in June 1996. The Houston metropolitan
area unemployment rate for June 1997 was 5.9%, down from 6.1% in June 1996. The
national unemployment rate was 5.2% for June 1997. The national unemployment
rate was 4.7% for May 1997, the lowest rate in 24 years.

Other Categories

Houston also has numerous businesses involved in international trade and
business, retail sales, marine sciences, and research and development. The city
has several major universities including the University of Houston and Rice
University. Houston is the location of the world famous Texas Medical Center
(TMC) which was conceived as a means to coordinate health education, health
research, and patient care. The Johnson Space Center is located southeast of
downtown Houston and is responsible for the flight operations of the space
shuttle.

Texas Medical Center

As the largest employer in Houston (approximately 52,000 employees), and the
largest medical center in the world, the Texas Medical Center has an annual
operating budget of $4.25 billion. The medical center has a daily population of
110,000, including employees, patients and students. The complex consists of 85
buildings and 41 nonprofit institutions, including more than a dozen hospitals.


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Biotechnology

The commercialization of the research discoveries made at the center's medical
schools and hospitals has led to the emergence of biotechnology utilizing the
life sciences for business results, which could result in producing food as well
as medicine. It ranges from the manufacture of artificial hearts, drugs, and
diagnostic medical tests to the splitting and recombining of genetic material.
The combined resources of Baylor, the University of Texas Health Science Center,
and the M. D. Anderson Hospital and Tumor Institute have made the city a
scientific and economic leader in the field of biotechnology. According to a
local Houston newspaper, a survey conducted by Sommers & Associates projected
that Houston's biomedical technology industry will double in size during the
next three years, growing to more than $1.1 billion in total revenues.

Lyndon B. Johnson Space Center and Related Developments

The Johnson Space Center is located southeast of downtown Houston and employs
approximately 16,000 people. There are only eleven NASA space centers in the
United States, and the Johnson Space Center has been selected to develop the
majority of the $8 billion Space Station project. JSC is the flight control
center and the training center for NASA Space Shuttle astronauts which gives the
Houston area an advantage for space commercialization development. In an effort
to reduce the national deficit, the federal government in 1995 decreased NASA's
annual budget. Additionally, future downsizing appears possible for the complex.
Space Center Houston, located adjacent to JSC, is a tourist attraction developed
in conjunction with theme park designers from Walt Disney. 


C97-605                      O'Connor & Associates                       Page 25
<PAGE>

This attraction, which opened to the public in October, 1992, has experienced
attendance figures substantially below initial projections. Although below
expectations, the park has added jobs and revenue to the area. 1995 attendance
was reported to be +450,000 persons. The owners of the attraction recently made
an effort to reorganize the project's debt - structure.

Port of Houston

The Port of Houston is a 25-mile-long complex of facilities just a few hours'
sailing time from the Gulf of Mexico. Houston's location makes it an ideal
gateway between interior U.S. markets and foreign countries throughout the
world. Four major railroads and more than 120 trucking lines connect the port to
the continental United States, Canada and Mexico. Air service is also easily
accessible through two major public airports and dozens of private terminals.
More than 2,000 import/export companies operate in the city. Over 50 governments
maintain consulates in Houston. According to the Port of Houston Magazine,
tankers reported loading and discharging a total of +/-53.57 million tons of
petroleum, petroleum products, industrial chemicals, and other cargo at the Port
of Houston in 1996. 1997 figures were unavailable as of the date of appraisal.


C97-605                      O'Connor & Associates                       Page 26
<PAGE>

Foreclosures

According to the Houston Economic News, a publication of the Greater Houston
Partnership's Research Department, foreclosures during 1996 totalled 3,985, down
from 5,023 in 1995, and down 22% compared to 1994. The number of foreclosures
has declined significantly since reaching over 30,000 in 1987. In the following
chart, we have presented a summary of the total number of actual foreclosures
since 1985:

                 ==============================================
                                Foreclosures
                 ==============================================
                 ==============================================

                   1985...............................16,571

                   1986...............................25,602

                   1987...............................31,015

                   1988...............................19,996

                   1989...............................13,054

                   1990................................9,083

                   1991................................6,685

                   1992................................5,747

                   1993................................5,454

                   1994................................5,113

                   1995................................5,023

                   1996................................3,985
                 ==============================================


C97-605                      O'Connor & Associates                       Page 27
<PAGE>

General Real Estate Market

Houston is currently experiencing an imbalance of supply and demand factors, as
a result of the 1982 oil glut and downturn in the petrochemical industry. The
economic base of Houston had a considerable amount of dependence on oil
exploration, refining, and related activities, which slowed in the 1980's.
According to researchers at the University of Texas, as much as 35% of Houston's
Gross Regional Product is in the oil industry, or related services such as pipe
manufacturing, refining, engineering, geology, and other support services such
as legal, accounting, and marketing. According to research compiled by the
Center for Public Policy, 59.1% of Houston's base employment is energy related.
Construction during the late 1970's and early 1980's, within all segments of the
real estate market, continued on the assumption that the local economy was
immune to recession, based on the favorable experience of the preceding ten
years, including the 1974 oil embargo. At that time, the Houston market boomed
with new construction to meet the demands of the expanding petrochemical
industry. The 1982 downturn stymied the absorption of office space, retail,
apartments, and industrial and manufacturing facilities, as well as decreasing
average annual occupancy in the Houston hotel industry. However, construction
continued unabated until 1984. As a result, the supply of virtually all types of
real estate in the Houston area exceeded the demand until recently. However, as
absorption of this overbuilding has been occurring for ten plus years, the level
of the excess supply of area real estate has decreased substantially. Since
1994, significant levels of new construction and absorption have occurred in
many area market segments.


C97-605                      O'Connor & Associates                       Page 28
<PAGE>

Office Market

Houston's office market is continuing to improve. For the third consecutive
survey period of O'Connor & Associates' Houston Area Office Ownership Guide,
April, 1997, more than 1.5 million square feet of space was absorbed, which is a
solid sign of a recovering, stabilizing office market. The April, 1997 survey
period shows absorption at 2,532,705 square feet. Citywide occupancy for all
building types and classes combined has been climbing steadily and has been over
the 80 percent mark since the January, 1995 survey. Occupancy at that time was
80.2 percent. Current statistics reflect an occupancy rate of 84.7 percent, a
3.7 point increase over the same period a year ago.

Currently, average rental rates for all building classes and types is $13.53 per
square foot. By class, rates have jumped an average of $0.68 per square foot in
Class A and $0.21 per square foot in Class B from the same period a year ago.
However, some of the submarkets experienced slight dips in the Class C/D rates
and occupancy.

New construction completed in 1996 was limited to one 36,000 square foot
building near Loop 610 at El Rio, built by Sueba. The future, however, indicates
numerous under-construction projects, as well as proposed. Based on dwindling
amounts of large blocks of contiguous space, increasing rental rates and the
number of projects proposed and under construction, 1997 should be an active
year for the Houston office market.


C97-605                      O'Connor & Associates                       Page 29
<PAGE>

Apartment Market

According to the March 1997 Houston Area Apartment Ownership Guide, published by
O'Connor and Associates, there are 2,342 apartment projects with 384,990 units
in the Harris County market (for which rental data is available). The rental
apartment market is currently experiencing an overall occupancy rate of
approximately 91.63%. Separately metered projects reflect 91.93% occupancy and
have remained relatively stable in the last two years. Master-metered projects
average 89.75% occupancy.

Rental rates have been increasing gradually for the past three years, for both
resident-paid and owner-paid utility projects. Rental concessions have virtually
disappeared. Rental rates for resident-paid units, which comprise the majority
of the market are at the highest level since Spring 1983. These units average
$0.594 per square foot per month and have experienced steady increases in the
last two years from $0.55 per square foot in March 1994. Owner-paid units
average $0.617 per square foot per month, up from $0.54 in March 1994.


C97-605                      O'Connor & Associates                       Page 30
<PAGE>

Retail Market

The Houston Area Retail Market Survey, prepared by O'Connor & Associates, May,
1997, reports substantial increases in the construction of retail centers over
the last two years. The following chart lists recent construction:

                          ============================
                              Year       Square Feet

                              1990        1,205,447

                              1991        2,175,271

                              1992        1,406,319

                              1993        3,296,975

                              1994        4,307,731

                              1995        4,803,459

                              1996        4,611,031

                              1997          384,350
                          ============================

Presently, 35 centers (6,920,420) are proposed. The current overall occupancy
for existing shopping centers was 86.41%. The lowest occupancy rates for retail
centers are being reported in the Inner Loop, South, and Far Southeast areas of
Harris County. By contrast, the highest occupancy rates were reported in the
Near West, Near North, and Near Southwest market areas. Based on existing
vacancy, the Houston market is slightly overbuilt with shopping centers to the
extent that, depending upon the submarket, there is a 2 to 4 year supply.
Grocery-anchored retail centers average 84% occupancy. Much of the excess vacant
space is in ill-conceived strip and neighborhood centers which are unlikely to
be fully utilized for their intended purpose (retail). However, some of this
space is being used for alternative uses including churches, service, schools
and offices.


C97-605                      O'Connor & Associates                       Page 31
<PAGE>

The average annual rental rate for retail centers as of May 1997 indicated
$14.64 per square foot. Regional malls reflected an average asking rental rate
of $31.20 per square foot, community shopping centers $13.20, neighborhood
centers $10.56, and strip centers $9.24 per square foot. Average rental rates
have been increasing at a relatively slow and steady rate (2.5% per year) since
1991.

Industrial Market

According to The Houston Area Industrial Ownership Guide, prepared by O'Connor &
Associates, dated April 1997, there is a total of 260,414,977 square feet of
existing service center, warehouse, and heavy manufacturing facility space in
5,283 buildings in the Houston market. The current overall occupancy of 88.35%
is higher than the occupancy in April 1996 of 87.79%. Rental rates for
industrial space average $0.328 per square foot per month.


C97-605                      O'Connor & Associates                       Page 32
<PAGE>

Hotel / Motel Market

According to the December 1996, Year End Trends in the Hotel Industry, published
by Pannell-Kerr-Foster PKF Consulting, the overall Houston market reflected a
relatively stable occupancy level from 1995 to 1996, reflecting occupancy levels
of 64.6% in 1995 and 64.5% in 1996. The average daily rate (ADR) for the Houston
area increased 6.0%, and overall revenues per available room (REVPAR) have
increased 5.8% during the same time period. The following table depicts how this
market fared in 1995 and 1996.

<TABLE>
<CAPTION>
================================================================================================
                          Occupancy                      ADR                      REVPAR

Market Area          1995    1996      Pt.      1995     1996     %       1995     1996     %
                                     Change                     Change                    Change
- ------------------------------------------------------------------------------------------------
<S>                  <C>     <C>       <C>     <C>      <C>      <C>     <C>      <C>      <C> 
Galleria/Post Oak    70.3%   71.4%     1.1     $92.48   $97.38   5.3%    $65.06   $69.52   6.9%
                                                                                  
Astrodome/South      52.5%   51.5%     -1.0    $61.70   $65.58   6.3%    $32.39   $33.78   4.3%
Main                                                                              
                                                                                  
Texas Medical        71.1%   73.7%     2.6     $66.70   $68.52   2.7%    $47.41   $50.51   6.5%
Center                                                                            
                                                                                  
Intercontinental     65.2%   64.9%     -0.3    $58.92   $61.69   4.7%    $38.43   $40.02   4.1%
Airport                                                                           
                                                                                  
Hobby Airport        68.4%   64.3%     -4.1    $59.09   $57.45   -2.8%   $40.39   $36.96   -8.5%
                                                                                  
Clear Lake           63.6%   58.9%     -4.7    $67.45   $70.93   5.2%    $42.91   $41.81   -2.6%
                                                                                  
Southwest            58.0%   60.3%     2.3     $59.02   $60.55   2.6%    $34.22   $36.53   6.8%
                                                                                  
Westchase/Katy       64.4%   65.6%     1.2     $67.84   $71.52   5.4%    $43.70   $46.93   7.4%
Freeway                                                                           
                                                                                  
Northwest            64.8%   62.1%     -2.7    $55.61   $58.12   4.5%    $36.02   $36.12   0.3%
                                                                                  
Houston CBD          63.0%   63.9%     0.9     $94.46   $102.7 1 8.7%    $59.46   $65.60   10.3%
                                                                                  
East/Baytown         71.1%   67.0%     -4.1    $46.16   $47.15   2.1%    $32.84   $31.59   -3.8%
                     
- ------------------------------------------------------------------------------------------------
                     
Total Houston Area   64.6%   64.5%     -0.1    $70.12   $74.33   6.0%    $45.32   $47.97   5.8%

================================================================================================
</TABLE>


C97-605                      O'Connor & Associates                       Page 33
<PAGE>

AREA ANALYSIS - Conclusion

According to a daily Houston newspaper, DRI/McGraw Hill ranked Houston as the
third highest city in the country for projected job growth through 1996. The
city continues to diversify away from the oil business. It is our opinion that
the current economic trend is toward recovery. As the Houston economy continues
to become more diversified, and less dependent on the oil and gas industry, it
will remain a viable and dominant factor in the national economy, and
particularly in the south central United States. It is our opinion that Houston
now has a fundamentally healthy, viable economic base, with only normal,
typically expected unemployment, following the downturn of the energy industry.
Employment growth was 90,700 jobs in 1990, 26,500 in 1991, -400 in 1992, 18,800
in 1993, 37,100 in 1994, 50,000 in 1995, and 40,100 in 1996 according to the
Texas Employment Commission.

Over the past several years, Houston real estate has suffered from the severe
over-building in the early 1980's, rather than from a weak economic base.
However, after a decade of absorption, the level of oversupply of all types of
Houston real estate has decreased substantially. In 1994 and 1995, significant
levels of new construction occurred in several market segments. It is our
opinion that the market is recovering from population declines and employment
losses of the past, but there still remains an imbalance of supply and demand
factors for real estate. It is our opinion that the local real estate economy
bottomed out in 1987 and has experienced a gradual recovery during the 1990's.
Additionally, area economists are predicting a continued gradual recovery for
the economy as well as the real estate market in the foreseeable future.
However, it may 


C97-605                      O'Connor & Associates                       Page 34
<PAGE>

take another decade for all submarkets to recover. Retail, multifamily and
industrial have improved drastically over the last decade. The office market is
still the weakest, as this sector experienced the greatest overbuilding during
the 1980's. Even during the boom, it took as many as seven to eight years for
employment to reach their record highs following the oil embargo of 1974.

While the overall market is still suffering from overbuilding, not all
submarkets are suffering equally. There are prosperous submarkets and certain
areas will recover faster than others. Certain sectors of the market in some
submarkets indicate strength sufficient to warrant additional construction
immediately, while others could remain depressed for as long as five or more
years. Our review and analysis of the above information indicates that the city
of Houston and surrounding counties are, for the first time in recent history,
becoming a diversified economy and exhibit favorable trends for long-term
economic stability. Houston's population and economy are expected to recover and
continue to grow over the next decade, but at a much slower rate than during the
boom years of the late 1970's and early 1980's.


C97-605                      O'Connor & Associates                       Page 35
<PAGE>

                                                                         HOUSTON

                                 [MAP OMITTED]
<PAGE>

                                NEIGHBORHOOD DATA

Definition:

A neighborhood is defined in The Dictionary of Real Estate Appraisal, Third
Edition, copyright 1993, page 242, by the Appraisal Institute as:

   "a group of complementary land uses; a congruous grouping of inhabitants,
                      buildings, or business enterprises"

A neighborhood can be a portion of a larger community, or an entire community in
which there is a homogeneous group of inhabitants, buildings, and business
enterprises in which inhabitants have a more than casual community interest and
a similarity of economic levels or cultural backgrounds. Neighborhood boundaries
may consist of well defined natural or man made barriers or they may be more or
less well defined such as by distinct change in land uses.

Neighborhoods may be devoted to such uses as residential, commercial,
industrial, agricultural, cultural and civic activities, or a mixture of uses.
Analysis of the neighborhood in which a particular property is located is
important due to the fact that the various economic, social, political, and
physical forces which affect that neighborhood also directly includes the
individual properties within it. An analysis of the various factors as they
affect the value of the subject property is presented in the following
discussion.


C97-605                      O'Connor & Associates                       Page 36
<PAGE>

Subject Neighborhood Defined

The subject property is located at the intersection of Woodway Drive and Lazy
Hollow Drive. The subject property has a physical address of 7800 Woodway,
Houston, Harris County, Texas. For the purposes of this analysis, the subject
neighborhood is generally defined as being bound by San Felipe and Woodway to
the north, West Loop North to the east, Westpark Drive and Southwest Freeway to
the south, and Gessner Road to the west. These boundaries have been defined
because the properties within them tend to exhibit similar characteristics,
physical features, price desirability, and they are affected by similar
physical, economic, governmental and social forces.

Accessibility

The subject neighborhood is most easily accessible from downtown Houston by
traveling west on Westheimer Road to the neighborhood.

Streets

Major east/west thoroughfares in the neighborhood include Woodway, San Felipe,
Westheimer, Richmond, Westpark and the Southwest Freeway. Major north/south
streets include Gessner, Fondren, Hillcroft/ Voss, Fountainview, Chimney Rock,
Post Oak Boulevard, and West Loop South.


C97-605                      O'Connor & Associates                       Page 37
<PAGE>

Land Use Patterns

The neighborhood is a viable, heterogeneous area in the westerly portion of
Harris county. Land uses in the neighborhood consist of a variety of commercial,
and residential land uses, including, but not limited to, single-family
residential subdivisions, multifamily, retail, and service. Residential
development is located in various upper-income subdivisions throughout the
neighborhood, with commercial development located along the aforementioned
thoroughfares. Single-family use within the immediate area includes established
residential subdivisions with home prices typically ranging from the $125,000's
to $250,000's, and higher. Homes in the area are typically fifteen to
twenty-five years old and are well-maintained. Other development in the
immediate subject area includes dense retail development along the major
thoroughfares (Westheimer, Richmond, Fondren, etc.) and multifamily properties
along the secondary roadways.

Prevalent forms of commercial uses include neighborhood shopping centers,
free-standing retail facilities, restaurants, and office buildings. In the
subject neighborhood, Westheimer and Richmond have become somewhat of a
restaurant/entertainment row, as a number of restaurants and night clubs are
located along these two streets. The most predominant influence in the area is
the Galleria Mall. The Galleria Mall is located on the south line of Westheimer,
between Sage and Post Oak. This up-scale regional mall contains 1,610,000 square
feet of space and was built in stages from 1970 to 1986. This mall is reportedly
+98% occupied and is - anchored by Neiman-Marcus, Lord & Taylor, Marshall
Field's, and Macy's. This mall is one of the area's largest employment centers.


C97-605                      O'Connor & Associates                       Page 38
<PAGE>

Additionally, the Carillion Center and Westchase Mall are located along
Westheimer at Gessner Road.

Public Services

Police and fire protection and other services are provided by the City of
Houston as well as Harris County. Public water and sanitary sewer services for
the area are provided by the city systems. The neighborhood is also served by
the Houston Independent School District with schools of all levels located
throughout the area. Hospital facilities are located nearby, with the Rosewood
General Hospital situated on Westheimer, east of Gessner.

Real Estate Market

The following are summaries of surveys of the various real estate submarkets for
areas which include the subject neighborhood.


C97-605                      O'Connor & Associates                       Page 39
<PAGE>

Multifamily Development

    Sector:           5 - Near West, as defined by the Houston Area Apartment
                      Ownership Guide, published by O'Connor & Associates.

    Boundaries:       North: Katy Freeway
                      South: Bellaire and West Park
                      West:  South Gessner Road
                      East:  West Loop South and Buffalo Bayou

    Survey Period:    March 1997

                  Separately Metered        Master Metered
                  ------------------        --------------

    Projects:           117                     43
    Units:              27,846                  10,985
    Occupancy:          93.67%                  92.58%
    Rent PSF:           $0.669                  $0.642
    Rent/Unit:          $561                    $522


C97-605                      O'Connor & Associates                       Page 40
<PAGE>

Office Development

    Sector:           Far West, as defined by the Houston Area Office Building
                      Survey, published by O'Connor & Associates.

    Boundaries:       North: Katy Freeway
                      South: West Park
                      East:  Voss/Hillcroft
                      West:  Harris County Line

    Survey Period:    April 1997

                      All Classes
                      -----------

    Buildings:        299
    Net Rentable SF:  30,405,733
    Occupancy:        91.2%
    Rent PSF/Yr:      $12.63


C97-605                      O'Connor & Associates                       Page 41
<PAGE>

Retail Development

    Sector:           Near West as defined by Houston Area Retail Building
                      Survey, published by O'Connor & Associates.

    Boundaries:       North:  Old Katy Road
                      South:  West Park
                      East:   Loop 610
                      West:   Beltway 8

    Survey Period:    May 1997
    Buildings:        132
    Net Rentable SF:  10,875,058
    Occupancy:        92.44%

================================================================================
                      Regional        Community     Neighborhood    Strip Center
- --------------------------------------------------------------------------------
Buildings                 2              11              76              43     
- --------------------------------------------------------------------------------
Net Rentable SF       3,306,694       2,339,012       4,528,893        700,459  
- --------------------------------------------------------------------------------
Occupied SF           3,220,993       2,112,254       4,093,444        624,529  
- --------------------------------------------------------------------------------
Occupancy               97.41%         90.31%          90.40%          89.20%   
- --------------------------------------------------------------------------------
Rent PSF/Mo             $4.80           $1.73           $1.31           $1.19   
================================================================================

Note: This defined area includes the "Galleria" area, including the most upscale
      mall in the Houston area.


C97-605                      O'Connor & Associates                       Page 42
<PAGE>

Industrial Development

    Sector:           Far Southwest, as defined by the Houston Area Industrial
                      Ownership Guide, published by O'Connor & Associates.

    Boundaries:       North:  Buffalo Bayou and FM 1093
                      South:  Harris County Line
                      East:   Hillcroft, Hiram Clarke, South Main, and Brays 
                              Bayou
                      West:   FM 1093, State Highway 6, and Briar Forest

    Survey Period:    April 1997
    Buildings:        435
    Net Rentable SF:  20,031,821
    Occupancy:        88.67%
    Rental Rate:      $0.403


C97-605                      O'Connor & Associates                       Page 43
<PAGE>

Trends

The neighborhood is considered to be heterogeneous in nature and experienced an
increase in commercial/retail construction activity in recent years. Recent
development in and around the subject neighborhood includes Class A apartments
in 1994 and early 1995, 25 retail developments between 1990 and year-to-date
(most concentrated near the Galleria Mall), five new office buildings
constructed in 1992 through 1994, and ten industrial buildings between 1993 and
1996. Included in these developments are a Wal-Mart on Westheimer at Dunvale, a
Venture store on Westheimer at Voss, and a K-Mart on Westheimer across from the
new Wal-Mart. Several pad sites adjacent to the Venture site have also been
developed with fast-food restaurants in the last two years. Most recently, a
30-screen movie complex was constructed behind the Wal-Mart on Dunvale. Several
motels have been constructed along the West Loop within the past year. Also, a
Kroger-anchored shopping center was recently completed at the intersection of
San Felipe and Voss. A few new multifamily apartment projects have also been
developed in the area and others have been renovated in the last few years. A
number of new restaurants and night clubs have opened along Richmond in recent
years, and appear to have flourished from the competition.


C97-605                      O'Connor & Associates                       Page 44
<PAGE>

Summary

In conclusion, the neighborhood is well located with good accessibility to area
developments, major thoroughfares, and surrounding communities. The overall land
area is approximately 95% built up allowing limited opportunity for future
growth. Therefore, as vacant land sites become more scarce, older properties
will be purchased and razed for new construction. Commercial properties should
have continued improvement as the recovery proceeds. Additionally, well
maintained and well managed properties are expected to have stable, if not
increasing occupancy rates. The subject neighborhood is considered to have a
stable and positive influence on the subject property being appraised.


C97-605                      O'Connor & Associates                       Page 45
<PAGE>

                                NEIGHBORHOOD MAP

                                 [MAP OMITTED]
<PAGE>

                                    SITE DATA

The following description of the subject's characteristics are based on review
of a plat map obtained from Harris County, and our physical inspection of the
site. No survey of the subject was provided for review. Please refer to copies
of the plat map and photographs for a visual perspective of the subject's
physical characteristics.

Location

The subject property is located at the intersection of Woodway Drive and Lazy
Hollow Drive. The subject property has a physical address of 8700 Woodway,
Houston, Harris County, Texas. Additionally the subject fronts Westheimer Road
(at Lazy Hollow).

Physical Attributes

The subject property consists of a total of +/-38.4484 acres (+/-1,674,812
square feet) of land area, and is irregular in shape. As indicated by the plat
map, the subject is separated into three parcels by Woodway Drive and Lazy
Hollow Drive. Based on the plat map, the subject property has +/-822 feet of
frontage along the north line of Westheimer Road, +/-1,300 feet of frontage
along the west line of Lazy Hollow Drive, +/-1,300 feet of frontage along the
east line of Lazy Hollow Drive, +/-830 feet of frontage along the south line of
Woodway, and +/-947 feet of frontage along the north line of Woodway. The
property has a frontage to acreage ratio of 135.22:1.


C97-605                      O'Connor & Associates                       Page 46
<PAGE>

Accessibility

The subject property is accessible from downtown Houston by traveling west on
Westheimer Road (Elgin) to the subject property. The subject property is located
at the intersection of Woodway Drive and Lazy Hollow Drive, with frontage on
Westheimer Road. The subject property has a physical address of 7800 Woodway,
Houston, Harris County, Texas. Accessibility and visibility are considered to be
good.

Streets

In the subject neighborhood, Westheimer Road is an 8-lane, 2-way, primary area
thoroughfare which handles heavy daily traffic flows. Lazy Hollow Drive is a
two-lane, two-way concrete-paved roadway with curb and gutter drainage which
dead-ends at Westheimer Road to the south and Woodway Drive to the north.
Woodway Drive is a two-lane, two-way concrete-paved roadway with curb and gutter
drainage which handles minimal daily traffic flows.

Topography

The topography of the site is generally level. Based on our inspection, the site
has adequate slope and drainage to remove ground water.

Zoning and Restrictions

Neither the City of Houston nor Harris County utilizes zoning to regulate
development. Individual subdivisions often use deed restrictions to regulate
development. The appraisers were not provided a copy of any applicable deed
restrictions, and reserve the 


C97-605                      O'Connor & Associates                       Page 47
<PAGE>

right to modify our value conclusions should any deed restrictions be present
that are detrimental to the subject site.

Utilities

Water and sewer service are provided by the City of Houston. Local telephone
service is provided by Southwestern Bell, and natural gas is available via
Entex. Electricity is provided by Houston Lighting & Power.

Easements/Encroachments

A survey was not provided to the appraisers for review. No easements or
encroachments that would have a negative effect on property value were visibly
apparent during our inspection. We reserve the right to modify our value
conclusions should a title policy reveal that any adverse easements or
encroachments are present.

Soil and Sub-soil Conditions

No soil engineer's report was available to us and no recent soil tests were
performed. Based on our inspection of surrounding development in the immediate
area and lack of further evidence to the contrary we have assumed a stable soil
condition that would ensure the structural integrity of any improvement which
may be constructed. We reserve our right to modify our value conclusions should
these assumptions prove incorrect. We caution and advise the user of this report
to obtain engineering studies which may be required to ascertain any structural
integrity.


C97-605                      O'Connor & Associates                       Page 48
<PAGE>

Environmental Conditions

No environmental report was available to us, nor did we observe any signs of
possible conditions during our physical inspection. Because we have no evidence
to the contrary, we have assumed that the properties are free of any material
which would adversely affect the value, including, but not limited to, asbestos
and toxic waste. We reserve our right to modify our value conclusions should
these assumptions prove incorrect. We caution and advise the user of this report
to obtain environmental studies which may be required to ascertain status of the
property with regard to asbestos and other hazardous materials.

Surrounding Development

Land use adjacent to the subject site includes Buffalo Bayou to the north, an
apartment development to the west, and commercial/retail development to the east
and south.

Flood Zone

According to FIRM map panel no. 48201C0275-H, published for Harris County and
dated September 30, 1992, the large majority of the subject property is located
in Zone X, an area outside of the 100-Year Floodplain. The north boundary
appears to be in shaded Zone X, an area between the 100- and 500-Year
Floodplains. A portion of the flood map is included at the end of this section
of the report.


C97-605                      O'Connor & Associates                       Page 49
<PAGE>

================================================================================

                                 [MAP OMITTED]

- --------------------------------------------------------------------------------
                                    PLAT MAP
================================================================================


C97-605                      O'Connor & Associates                       Page 50
<PAGE>

================================================================================

                                 [MAP OMITTED]

- --------------------------------------------------------------------------------
                                 FLOOD PLAIN MAP
================================================================================


C97-605                      O'Connor & Associates                       Page 51
<PAGE>

                         DESCRIPTION OF THE IMPROVEMENTS

The subject property is improved with a 1,280-unit multifamily project, of which
950 units are master-metered and 330 units are separately-metered for
electricity. The units are contained in two-story, garden-style apartment
buildings, constructed in 1969-72. Our final inspection of the subject site was
performed on July 29, 1997. The property manager (Sylvia) was present during our
interior inspection.

The following chart exhibits the unit mix for the project.

                 ==============================================
                              SUBJECT UNIT MIX
                 ==============================================

                   Unit Type        Number   Unit     Rentable
                                    of        Size      Area
                                     Units

                  1 BR / 1 BA         160      615     98,400

                  1 BR / 1 BA         166      720    119,520

                  1 BR / 1 BA         232      736    170,752

                  1 BR / 1 BA         80       798     63,840

                  2 BR / 1 BA         52       928     48,256

                  2 BR / 1 BA         64       936     59,904

                  2 BR / 1 BA         32       960     30,720

                  2 BR / 1 BA         32       966     30,912

                  2 BR / 2 BA         68      1,008    68,544

                  2 BR / 2 BA         16      1,050    16,800

                  2 BR / 2 BA         32      1,120    35,840

                  2 BR / 2 BA         16      1,240    19,840

                  1 BR / 1 BA         288      615    177,120

                  1 BR / 1 BA          1       722      722

                  1 BR / 1 BA          2       728     1,456

                  1 BR / 1 BA          1       752      752


C97-605                      O'Connor & Associates                       Page 52
<PAGE>

                   1 BR / 1 BA          1       822      822

                   1 BR / 1 BA          1       885      885

                   1 BR / 1 BA          1       890      890

                   2 BR / 2 BA          1      1,000    1,000

                   2 BR / 2 BA          1      1,108    1,108

                   2 BR / 2 BA         32      1,008    32,256

                   2 BR / 2 BA          1      1,168    1,168
                                        -      -----    -----

                  Total # Units       1,280

                  Avg Unit Size                 767

                Net Rentable Area                      981,507
               ================================================

The above net rentable area and unit mix was provided by the client; however, we
were not provided building plans. Our value conclusion is subject to revision if
a subsequent survey indicates building area significantly varying from the above
NRA.

The total net rentable area of the subject project is indicated to be 981,507
SF. The office/clubhouse, storage, and laundry rooms bring the gross building
area to an estimated +/-993,307 square feet.

Based on our inspection, the following is a description of the various
improvement construction components:

    Foundation:           Reinforced concrete slab at grade level

    Building Type:        Two-story garden style apartments

    Net Rentable Area:    +/-981,507 square feet of net rentable building area

    Exterior Walls:       Brick, wood trim

    Roofing:              Flat built-up, tar and gravel and pitched composition
                          shingle

    Unit Finish:          Partitions between units are wood studs with painted
                          sheetrock panels. Floor coverings are carpet and vinyl
                          tile. Ceilings are textured sheetrock. Kitchen
                          packages include refrigerators, oven/ranges with
                          exhaust fans, dishwasher and disposal in a metal sink.


C97-605                      O'Connor & Associates                       Page 53
<PAGE>

DESCRIPTION OF THE IMPROVEMENTS - Continued

    Unit Amenities:       Units include ceiling fans, full kitchen packages,
                          private patios/balconies, walk-in closets, built-in
                          shelving (in some floorplans) and cable television
                          hook-ups.

    Fixtures:             Plumbing and light fixtures are average for an
                          apartment complex in the area. Hot water is provided
                          by central boiler systems.

    Insulation:           Adequacy not known; assumed adequate

    Heating/Cooling:      Individual HVAC, ground-mounted units with
                          individually controlled thermostats

    Parking:              Covered parking (metal canopies) is provided for 950
                          units while 330 units have open parking spaces.
                          Including sidewalks, the paving is estimated to total
                          512,000 SF of asphalt and concrete paving.

    Landscaping:          Above average with courtyards, mature trees and shrubs

    Pool:                 Nine fenced pools (in central locations), including
                          one large pool with an unusual shape and attractive
                          market appeal.

    Fence:                Brick and iron rail fencing surround perimeter.
                          Limited access gates regulate pedestrian and auto
                          traffic through the property.

    Stairs/landings:      Access to the upstairs units is by metal stairways
                          with light-weight concrete risers. Second level
                          landings are similar construction.

    Laundry:              Nineteen laundry rooms with coin-operated washers and
                          dryers

    Leasing               Office: One small leasing office located on Lazy
                          Hollow and one large (primary) leasing
                          office/clubhouse on Woodway. The large leasing office
                          was constructed in 1995 and features a modern computer
                          room, mini-theater, exercise room, and aerobics room.
                          The relatively new building is of a traditional
                          architectural design and is an attractive amenity for
                          the property.

    Fireplaces:           None


C97-605                      O'Connor & Associates                       Page 54
<PAGE>

DESCRIPTION OF THE IMPROVEMENTS - Continued

    Occupancy:            +/-99%, as of the effective date of this appraisal

    Year Built:           1969-72

    Condition:            The property has been well-maintained by the owners,
                          with many updates over the years. The complex is
                          considered to be in good condition and is estimated to
                          have an effective age of 20 years, with a remaining
                          estimated economic life of 25 years (45 years total).
                          No deferred maintenance was noted during our physical
                          inspection nor during conversations with the on-site
                          manager.

    Functional Utility:   The subject improvements are considered to be
                          adequately functional when compared with competing
                          properties in the neighborhood.

Conclusions:

The property is considered to have good curb appeal and should maintain a
competitive position in the market. The effective age of the subject property is
estimated at 20 years based on its observed condition. The apartment units (all
floorplans) have adequate functional utility with no items of functional
obsolescence noted, based on our personal inspection and discussions with the
manager. To the best of our knowledge, there are no actual or suspect code
violations and/or health and safety issues, based upon our physical inspection.
The subject property suffers from external obsolescence (see Cost Approach). It
is our conclusion that the subject property should remain competitive in its
sub-market area into the foreseeable future.


C97-605                      O'Connor & Associates                       Page 55
<PAGE>

                   SUBJECT PHOTOGRAPHS TAKEN ON July 29, 1997

                                 [PHOTO OMITTED]


                    Subject property as seen from Lazy Hollow

                                 [PHOTO OMITTED]

               Exterior view of subject property and parking area


C97-605                      O'Connor & Associates                       Page 56
<PAGE>

                   SUBJECT PHOTOGRAPHS TAKEN ON July 29, 1997

                                 [PHOTO OMITTED]

                     View of common areas and typical units

                                 [PHOTO OMITTED]

                          View of covered parking area


C97-605                      O'Connor & Associates                       Page 57
<PAGE>

                   SUBJECT PHOTOGRAPHS TAKEN ON July 29, 1997

                                 [PHOTO OMITTED]

                    Exterior view of leasing office/clubhouse

                                 [PHOTO OMITTED]

                   Interior view of aerobics room (clubhouse)


C97-605                      O'Connor & Associates                       Page 58
<PAGE>

                   SUBJECT PHOTOGRAPHS TAKEN ON July 29, 1997

                                 [PHOTO OMITTED]

                     Typical interior view of subject units

                                 [PHOTO OMITTED]

                     Typical interior view of subject units


C97-605                      O'Connor & Associates                       Page 59
<PAGE>

                   SUBJECT PHOTOGRAPHS TAKEN ON July 29, 1997

                                 [PHOTO OMITTED]

                      View looking east on Westheimer Road

                                 [PHOTO OMITTED]

                          View looking west on Woodway


C97-605                      O'Connor & Associates                       Page 60
<PAGE>

                   SUBJECT PHOTOGRAPHS TAKEN ON July 29, 1997

                                 [PHOTO OMITTED]

                        View looking south on Lazy Hollow

                                 [PHOTO OMITTED]

                        View looking north on Lazy Hollow


C97-605                      O'Connor & Associates                       Page 61
<PAGE>

PROPERTY TAXES

The Harris County Appraisal District maintains the following account numbers for
the subject property: 041-028-003-0026; 041-028-003-0037; 118-342-000-0001.
Following are the 1996 overall tax rates for the taxing jurisdictions involved.

================================================================================
Jurisdiction                                                       1996 Tax Rate
- ------------                                                       -------------

    Harris County                                                      $0.647350

    City of Houston                                                    $0.665000

    Houston I.S.D                                                      $1.384000

   Houston Community College                                           $0.063170

Total Tax Rates                                                        $2.759520
================================================================================

The 1997 preliminary assessed value of the land and improvements for the subject
property for the above mentioned jurisdictions, is as follows.

================================================================================

  Assessed Land Value      Assessed Improvement Value       Total Assessed Value
  -------------------      --------------------------       --------------------

      $12,040,190                  $9,490,770                        $21,530,960
================================================================================

Based on the 1996 tax rates and preliminary 1997 assessment, the subject
property's tax liability is estimated to be +/-$594,151. The 1997 assessment
represents a $2,743,970 increase from the total 1996 assessment.

The subject property's assessed value and overall tax liability was compared to
those of other properties with similar improvements. The following are the
preliminary 1997 assessed values for the rent comparables and the subject
property on a per unit basis.


C97-605                      O'Connor & Associates                       Page 62
<PAGE>

         =============================================================
               Comparable Tax Properties - 1997 Preliminary
         =============================================================
                Rental No.           No.         Age         A.V./

                                    Units      (Years)       Unit
         =============================================================
                    1                220          31        $18,208
         -------------------------------------------------------------
                    2                804          27        $26,039
         -------------------------------------------------------------
                    3                381          27        $16,001
         -------------------------------------------------------------
                    5                160          28        $30,172
         -------------------------------------------------------------
                    6                292          21        $27,402
         -------------------------------------------------------------
                    7                459          24        $29,625
         -------------------------------------------------------------
                    8                372          20        $24,547
         -------------------------------------------------------------
            Subject Property        1,280         26        $16,821
         =============================================================

With the exception of Rental 3, the subject's preliminary 1997 assessed value
per unit is lower than all the tax comparables. However, given the unusually
large size of the subject, an assessment on the lower end of the range per unit
is considered applicable. Based on the above comparable assessments, it is our
opinion that the subject's assessment will likely be increased in the coming
years. A stabilized tax assessment of +/-$20,353/unit is considered reasonable.

According to the office of Carl S. Smith, Tax Assessor, as well as the Houston
Independent School District, there are no delinquent taxes owed on the subject
property.


C97-605                      O'Connor & Associates                       Page 63
<PAGE>

                             ZONING AND RESTRICTIONS

Neither the City of Houston nor Harris County utilizes zoning to regulate
development. Individual subdivisions often use deed restrictions to regulate
development. The appraisers were not provided a copy of any applicable deed
restrictions, and reserve the right to modify our value conclusions should any
deed restrictions be present that are detrimental to the subject site.


C97-605                      O'Connor & Associates                       Page 64
<PAGE>

                            APARTMENT MARKET ANALYSIS

The sources of information used in this analysis are O'Connor and Associates'
Houston Area Apartment Ownership Guide, March 1997, and Apartment Data Services'
Apartment Market TRAC, April, 1997.

According to the March 1997 Houston Area Apartment Ownership Guide, the average
rental rate for the overall Houston market for separately metered (electricity)
was $487 per unit or $0.594 per square foot per month, with the overall average
occupancy rate being 91.93%. This is based on a sample of 1,961 projects and
332,800 rental units in the greater Houston area.

According to the April, 1997 Apartment Market TRAC, published by Apartment Data
Services, the average occupancy rate for the overall Houston market for all
apartment units was 90.3%, with an average rental rate of approximately $0.571
per square foot of net rentable area. This survey encompassed a total of 2,264
projects, or 400,111 units, with an average monthly rental of $474 and average
unit size of 831 square feet of net rentable area. Separately metered units
involved a total sample of 1,962 projects, or 354,146 units, with an average
monthly rental payment of $482 ($0.579 PSF/NRA) and average size of 832 square
feet. Historically, apartment construction in Harris County has been periodic,
ensuing whenever occupancies achieve 90%+ levels. During the early 1980's, the
oil embargo generated unprecedented gains in employment, and together with the
Economic Recovery Tax Act of 1981 (ERTA), which allowed taxpayers 


C97-605                      O'Connor & Associates                       Page 65
<PAGE>

favorable treatment for investment in residential properties, the construction
of new apartments boomed.

The apartment market in Harris County experienced a much longer construction
cycle than was typical or justified during this period. The table on the
following page depicts new apartment construction activity in Greater Houston
through the Spring of 1997.


C97-605                      O'Connor & Associates                       Page 66
<PAGE>

              ===================================================
              HISTORICAL METROPOLITAN AREA APARTMENT CONSTRUCTION
                
                        Year             Number of Units Built
                        ----             ---------------------
                
                    Prior to 1970               74,074
                
                        1970                    14,649
                
                        1971                    18,561
                
                        1972                    19,377
                
                        1973                    14,640
                
                        1974                    10,069
                
                        1975                    10,797
                
                        1976                    13,267
                
                        1977                    18,860
                
                        1978                    34,708
                
                        1979                    28,163
                
                        1980                    15,134
                
                        1981                    14,027
                
                        1982                    28,147
                
                        1983                    36,671
                
                        1984                    15,673
                
                        1985                     3,731
                
                        1986                     1,371
                
                        1987                      609
                
                        1988                       0
                
                        1989                      978
                
                        1990                     1,845
                
                        1991                     3,554
                
                        1992                     3,977
                
                        1993                     1,495
                
                        1994                     5,789
                
                        1995                     5,180
                
                        1996                     4,765
                
                        1997                       0
              ==================================================


C97-605                      O'Connor & Associates                       Page 67
<PAGE>

During the early 1980's, a tremendous number of people moved into the area, as
employment in the energy industry expanded as a result of the 1973 oil embargo.
This fact probably had as much to do with the apartment glut as the 1981 tax
law. The oil embargo was a boon to the Houston area economy because of the
economic dependence on oil and gas, whereas the nation at large suffered from
the effects of the oil embargo.

The Houston area experienced rapid new growth due to increased oil production.
Because manufacturing was declining in the northeasterly portions of the nation,
many people moved to this area for employment.

Occupancy, Vacancy, and Absorption

According to the March 1997 Houston Area Apartment Ownership Guide, published by
O'Connor & Associates, the occupancy level for separately metered projects was
91.93% in March 1997 and 91.18% in March 1996. This represents a decrease of
0.75% in the vacancy rate of operating units for the Harris County Metropolitan
Area. According to the April, 1997 Apartment Market TRAC, published by Apartment
Data Services, occupancy levels in Harris County have remained in the 89%+ range
over the past several years. The table on the following page depicts a history
of physical vacancy during the past several years for both separately metered
and master metered apartment projects in the Harris County area.


C97-605                      O'Connor & Associates                       Page 68
<PAGE>

               =================================================
                 HISTORICAL METROPOLITAN AREA OCCUPANCY LEVELS

                       Period               Occupancy Level

                     March 1989                 81.90%

                      June 1989                 83.50%

                   September 1989               84.30%

                    December 1989               84.50%

                     March 1990                 84.90%

                      June 1990                 85.90%

                   September 1990               86.80%

                    December 1990               87.20%

                     March 1991                 87.40%

                      June 1991                 87.30%

                   September 1991               87.60%

                    December 1991               87.40%

                     March 1992                 86.90%

                      June 1992                 87.90%

                   September 1992               88.10%

                    December 1992               87.50%

                     March 1993                 87.40%

                      June 1993                 88.00%

                   September 1993               88.20%

                    December 1993               88.10%

                     March 1994                 87.90%

                      June 1994                 88.50%

                   September 1994               89.10%

                    December 1994               88.50%

                     March 1995                 88.30%

                      June 1995                 89.00%

                   September 1995               89.60%

                    December 1995               89.50%

                     March 1996                 89.50%

                      June 1996                 90.00%

                   September 1996               90.40%

                    December 1996               90.00%

                     March 1997                 90.30%
               =================================================


C97-605                      O'Connor & Associates                       Page 69
<PAGE>

Net unit absorption can be described as being the sum of the net new units
absorbed plus the older units absorbed. If the net units absorbed is a plus, it
indicates positive growth and demand for new units. However, a number contained
within parenthesis indicates a decrease in demand or negative growth. The
following chart illustrates a recent history of Harris County net unit
absorption.

               =================================================
                     METROPOLITAN AREA NET UNIT ABSORPTION

                           Period            Units Absorbed
                           ------            --------------

                     First Quarter 1991          (1,086)

                     Second Quarter 1991           662

                     Third Quarter 1991           2,818

                     Fourth Quarter 1991          (209)

                     First Quarter 1992          (1,230)

                     Second Quarter 1992          4,853

                     Third Quarter 1992            798

                     Fourth Quarter 1992          (504)

                     First Quarter 1992            85

                     Second Quarter 1993          2,285

                     Third Quarter 1993           1,219

                     Fourth Quarter 1993          (624)

                     First Quarter 1994            462

                     Second Quarter 1994          3,036

                     Third Quarter 1994           2,769

                     Fourth Quarter 1994           224

                     First Quarter 1995            452

                     Second Quarter 1995          3,605

                     Third Quarter 1995           3,344

                     Fourth Quarter 1995           122

                     First Quarter 1996           1,654

                     Second Quarter 1996          3,503

                     Third Quarter 1996           2,035

                     Fourth Quarter 1996          (463)

                     First Quarter 1997           1,170
               =================================================


C97-605                      O'Connor & Associates                       Page 70
<PAGE>

Concessions

Rental concessions have become less of a consideration during the past several
years. During 1984 and 1985, as an incentive to entice renters into a project,
apartment owners offered trips to exotic places, cash, microwave ovens, free
rent during some portion of the lease, as well as other promotions. However,
those concessions were offered at a time when the quoted rental rates remained
high. This practice has abated to a great extent. According to the April, 1997
Apartment Market TRAC, of the 2,264 projects operating in Greater Houston, only
641 projects are offering some sort of rent concession. It has become apparent
that project owners are now quoting "effective" rental rates, while offering
fewer rental concessions.

The following chart itemizes the types of rental concessions offered in the
Greater Houston market:

     ======================================================================
                                Rental Concessions
     ======================================================================
            Type of Rental Concession                      # of Projects
     ======================================================================
     Move-in special                                                   147
     ----------------------------------------------------------------------
     Months free special                                               112
     ----------------------------------------------------------------------
     Floorplan special                                                 382
     ======================================================================
                                                   Total               641
     ======================================================================


C97-605                      O'Connor & Associates                       Page 71
<PAGE>

Rental Rates

As mentioned previously, apartment owners are now quoting on an effective rental
rate basis. The following table (as taken from the Apartment Market TRAC)
illustrates the improving Greater Houston apartment market. The average rental
rate increased steadily during the past five years.

               =================================================
                 HISTORICAL METROPOLITAN AREA AVERAGE MONTHLY
                                 RENTAL RATES

                       Period             Rental Rate ($/PSF)
                       ------             -------------------

                   September 1991               $0.488

                    December 1991               $0.491

                     March 1992                 $0.498

                      June 1992                 $0.503

                   September 1992               $0.507

                    December 1992               $0.508

                     March 1993                 $0.513

                      June 1993                 $0.516

                   September 1993               $0.520

                    December 1993               $0.522

                     March 1994                 $0.526

                      June 1994                 $0.530

                   September 1994               $0.534

                    December 1994               $0.535

                     March 1995                 $0.538

                      June 1995                 $0.544

                   September 1995               $0.548

                    December 1995               $0.549

                     March 1996                 $0.552

                      June 1996                 $0.556

                   September 1996               $0.563

                    December 1996               $0.565

                     March 1997                 $0.571
               =================================================


C97-605                      O'Connor & Associates                       Page 72
<PAGE>

General Market Conclusions

The Harris County apartment market experienced drastic declines in occupancies
and rental rates in the mid- and late 1980's. However, these factors were the
result of extreme overbuilding, which was intensified by OPEC's supply and
pricing of oil, which in effect, caused severe layoffs in the energy industry.
The apartment market is recovering, as evidenced by the continuing trend of
positive net unit absorption, improved occupancy rates, and increases in rental
rates.

Subject Market Area

Apartment Data Services segments the Harris County market into 39 individual
submarkets within Harris County, and delineates between apartment complexes
where the "resident pays the utilities" (separately metered) and the "owner pays
the utilities" (master metered). The subject property is located in the
Woodlake/Westheimer Market Area (Southwest 2), and adjacent to the Galleria
Market Area (Southwest 1) by Apartment Data Services. As the subject is
influenced by both of these submarkets, an analysis of the combined area in
included here. This area's general boundaries are Interstate Highway 10 to the
north, Gessner Road to the west, Westpark to the south, and Loop 610 to the
east. 950 out of the 1,280 units at the subject property are master-metered;
therefore this analysis will concentrate on this type of project.

According to the April, 1997 Apartment Market TRAC, there were 33 master-metered
projects in this market area, which contained a total of 7,332 units.
Master-metered


C97-605                      O'Connor & Associates                       Page 73
<PAGE>

projects comprise only 35% of the total number of apartment projects in this
market area. The overall occupancy rate for master-metered projects in this
market area was 96.06%. The average rental rate for projects in this market area
was $0.738 per square foot, with the average monthly rent being $608 per month.
The following chart depicts recent trends in this market.

        ===============================================================
                          MARKET AREA TREND ANALYSIS
        ===============================================================
             Time Period            Occupancy          Rental Rate
        ---------------------------------------------------------------

            Last 3 Months             0.62%               10.58%

            Last 6 Months            (2.10)%              7.33%

            Last 12 Months            0.12%               6.39%

            Last 18 Months            1.10%               4.06%
        ===============================================================

The trend analysis indicates that occupancy rate increases are less than those
of the Greater Houston area, while rent increases are greater. The chart below
depicts trends of the Greater Houston area for comparison purposes.

        ===============================================================
                     GREATER HOUSTON AREA TREND ANALYSIS
        ===============================================================

             Time Period            Occupancy          Rental Rate
        ---------------------------------------------------------------
            Last 3 Months             1.50%               4.00%

            Last 6 Months            (0.60)%              2.40%

            Last 12 Months            0.50%               3.20%

            Last 18 Months            0.70%               2.90%
        ===============================================================

Construction & Building Permits

From 1992 to March, 1997, 2,616 new units were built in the subject submarket
(Apartment Market TRAC). Approximately 3,129 units have been renovated since
1992 in the subject submarket. Presently, there are two (2) projects under
construction, 


C97-605                      O'Connor & Associates                       Page 74
<PAGE>

totaling 419 units. The following chart illustrates new construction activity
within the subject submarket.

             ======================================================
                MARKET AREA APARTMENT CONSTRUCTION

                  Year          Number of Units   Number of Units
                  ----               Built           Renovated
                                ---------------   ----------------
              Prior to 1970         11,180               0
                                                     
                  1970               1,787               0
                                                     
                  1971               3,565               0
                                                     
                  1972               1,068               0
                                                     
                  1973               1,009               0
                                                     
                  1974                923                0
                                                     
                  1975                840                0
                                                     
                  1976               1,823              195
                                                     
                  1977               1,446               0
                                                     
                  1978                743                0
                                                     
                  1979                856                0
                                                     
                  1980                298                0
                                                     
                  1981                 0                 0
                                                     
                  1982                 0                330
                                                     
                  1983                 0                140
                                                     
                  1984                 0                 98
                                                     
                  1985                 0               1,603
                                                     
                  1986                 0               1,599
                                                     
                  1987                 0                148
                                                     
                  1988                 0               2,147
                                                     
                  1989                 0               2,559
                                                     
                  1990                 0                801
                                                     
                  1991                200              1,426
                                                     
                  1992                829               805
                                                     
                  1993                264              1,287
                                                     
                  1994                726               432
                                                     
                  1995                185               381
                                                     
                  1996                612                0
                                                     
                  1997                 0                224
             ======================================================


C97-605                      O'Connor & Associates                       Page 75
<PAGE>

Absorption, Occupancy, and Vacancy

According to Apartment Data Services, during the four (4) quarters ending March,
1997, a positive 602 apartment units were absorbed in the subject submarket. The
following depicts the net unit absorption for this market area from March, 1992
to March, 1997.

               =================================================
                       MARKET AREA NET UNIT ABSORPTION

                            Period            Units Absorbed
                            ------            --------------

                      First Quarter 1992           (344)

                      Second Quarter 1992           316

                      Third Quarter 1992            (8)

                      Fourth Quarter 1992          (136)

                      First Quarter 1993            11

                      Second Quarter 1993           114

                      Third Quarter 1993           (105)

                      Fourth Quarter 1993           285

                      First Quarter 1994           (40)

                      Second Quarter 1994           350

                      Third Quarter 1994            77

                      Fourth Quarter 1994           121

                      First Quarter 1995            373

                      Second Quarter 1995           169

                      Third Quarter 1995            388

                      Fourth Quarter 1995           54

                      First Quarter 1996            247

                      Second Quarter 1996           232

                      Third Quarter 1996            240

                      Fourth Quarter 1996           39

                      First Quarter 1997            91
               =================================================


C97-605                      O'Connor & Associates                       Page 76
<PAGE>

According to Apartment Data Services, the overall occupancy rate for the subject
market has increased from 89.14% to the current occupancy of 92.80% within the
past five years (March, 1992 through March, 1997). The following chart depicts
historical occupancy levels within the subject's market area.

               =================================================
                         HISTORICAL OCCUPANCY LEVELS

                       Period               Occupancy Level
                       ------               ---------------

                     March 1992                 89.14%

                      June 1992                 90.35%

                   September 1992               90.57%

                    December 1992               87.29%

                     March 1993                 87.26%

                      June 1993                 87.44%

                   September 1993               86.63%

                    December 1993               87.73%

                     March 1994                 86.92%

                      June 1994                 87.32%

                   September 1994               89.46%

                    December 1994               87.49%

                     March 1995                 89.11%

                      June 1995                 90.03%

                   September 1995               91.73%

                    December 1995               91.09%

                     March 1996                 92.13%

                      June 1996                 93.19%

                   September 1996               93.28%

                    December 1996               92.60%

                     March 1997                 92.80%
               =================================================


C97-605                      O'Connor & Associates                       Page 77
<PAGE>

Rental Rates

As in the Greater Houston area, the subject's market area has enjoyed steadily
increasing overall rental rates. The chart below details rental rates in this
area over the past few years.

               =================================================
                   MARKET AREA AVERAGE MONTHLY RENTAL RATES

                       Period             Rental Rate ($/PSF)

                     March 1992                 $0.585

                      June 1992                 $0.590

                   September 1992               $0.592

                    December 1992               $0.607

                     March 1993                 $0.611

                      June 1993                 $0.619

                   September 1993               $0.627

                    December 1993               $0.632

                     March 1994                 $0.638

                      June 1994                 $0.642

                   September 1994               $0.644

                    December 1994               $0.649

                     March 1995                 $0.650

                      June 1995                 $0.659

                   September 1995               $0.668

                    December 1995               $0.671

                     March 1996                 $0.663

                      June 1996                 $0.675

                   September 1996               $0.688

                    December 1996               $0.692

                     March 1997                 $0.712
               =================================================


C97-605                      O'Connor & Associates                       Page 78
<PAGE>

Apartment Market Area Conclusions

Many apartment facilities in the area are similar in age and are experiencing
similar rental rates and occupancy levels. It is our opinion that rental rates
will experience steady moderate increases over the next few years, as vacancy
levels continue to decline. Demand is reducing the oversupply and rental rates
have increased significantly such that additional construction is feasible for
some apartment types. However, there are indications of limited external
economic obsolescence in the market.

Subject's Micro-Market Area

The subject property and the identified comparable rentals are thoroughly
discussed in the Income Approach section of this report.


C97-605                      O'Connor & Associates                       Page 79
<PAGE>

                                HIGHEST AND BEST
                                      USE
<PAGE>

                          HIGHEST AND BEST USE ANALYSIS

The highest and best use may be defined as "the reasonably probable and legal
use of vacant land or an improved property, which is physically possible,
appropriately supported, financially feasible, and that results in the highest
value," according to The Appraisal of Real Estate, Eleventh Edition. The opinion
of such use may be based on the highest and most profitable continuous use to
which the property is adapted and needed, or likely to be in demand in the
reasonably near future.

However, elements affecting value which depend upon events, or a combination of
occurrences which, while within the realm of possibility, are not fairly shown
to be reasonably probable, should be excluded from consideration. Also, if the
intended use is dependent on an uncertain act of another person, the intention
cannot be considered.

It may be further defined as that use of land which may reasonably be expected
to produce the greatest net return to land over a given period of time - that
use which will yield to the land the highest present value. This is sometimes
referred to as the optimum use.


C97-605                      O'Connor & Associates                       Page 80
<PAGE>

Alternatively, that use, from among reasonably probable and legal alternative
uses, is found to be:

            a. Physically Possible

            b. Legally Permissible

            c. Financially Feasible

            d. Maximally Productive

The definition, immediately preceding, applies specifically to the highest and
best use of land. It is to be recognized that in cases where a site has existing
improvements on it, the highest and best use may very well be determined to be
different from the existing use. The existing use will continue however, unless
and until land value in its highest and best use exceeds the total value of the
property in its existing use, plus the cost of demolition.

Implied within these definitions is recognition of the contribution of that
specific use to community environment or to community development goals in
addition to wealth maximization of individual property owners.

In appraisal practice, the concept of highest and best use represents the
premise upon which value is based. In the context of the most probable selling
price (market value) 


C97-605                      O'Connor & Associates                       Page 81
<PAGE>

another appropriate term to reflect highest and best use would be most probable
use. In the context of investment value, an alternative term would be most
profitable use.

"Also Implied in these definitions is that the determination of highest and best
use takes into account the contribution of a specific use to the community and
community development goals as well as the benefits of that use to individual
property owners. Hence, in certain situations the highest and best use of the
land may be for parks, greenbelt, preservation, conservation, wildlife habitats
and the like."

There are two distinct types of highest and best use, that being the highest and
best use as if the site were vacant, and the highest and best use as if the site
were improved. Both use determinations require consideration of the physical,
legal, financial feasibility and maximal productivity for the site and
improvements.

A neighborhood and site analysis is essential in estimating the highest and best
use of the site as if vacant. The improvement analysis contributes to the
highest and best use as improved. The subject site will first be analyzed as if
vacant, and then an analysis of the property as improved will follow.


C97-605                      O'Connor & Associates                       Page 82
<PAGE>

                   Highest and Best Use Analysis - "As Vacant"

Physically Possible

The site is irregular in shape, and contains a total of +/-38.4484 acres
(+/-1,674,812 square feet) of land. Further, the subject property is located at
the intersection of Woodway Drive and Lazy Hollow Drive. The subject property
has a physical address of 8700 Woodway, Houston, Harris County, Texas.

All public utilities are available to the tract. The topography of the site is
generally level. As stated previously, no soil engineer's report was available
to us and no recent soil tests were performed. As a result, we have assumed a
stable soil condition with sufficient load bearing capacity. Once again, we
caution and advise the user of this report to obtain engineering studies which
may be required to ascertain structural integrity and reserve the right to
modify our value conclusions should these assumptions prove incorrect.

The physical characteristics of the tract would allow potential development of
the site to a wide range of large-scale uses. As such, virtually all large-scale
uses are physically possible.

Legally Permissible

The City of Houston does not utilize zoning to regulate development. Individual
subdivisions often use deed restrictions to regulate development. The appraisers
were


C97-605                      O'Connor & Associates                       Page 83
<PAGE>

not provided a copy of any applicable deed restrictions, and reserve the right
to modify our value conclusions should any deed restrictions be present that are
detrimental to the subject site. As such, Legally Permissible uses would include
virtually all physically possible uses.

Financial Feasibility and Maximal Productivity

In order to be financially feasible, the improvements should conform with the
surrounding land uses. To meet the test of being financially feasible, the
project must provide a net return over a reasonable period of time. Current
market rents do not justify development of a new, Class-B, 1,200+ unit
multifamily complex, office building, retail building, or industrial
development. Considering the trends and conditions that prevail in this market
area, development of the site for a use other than owner-occupancy is not
financially feasible. However, rent levels and occupancies are increasing in
some areas, and are approaching feasible levels for some types of properties.

Single-family lot development is financially feasible but is not the maximally
productive use of the site, since subdivision developers typically pay
approximately $5,000 to $10,000 per acre for land.


C97-605                      O'Connor & Associates                       Page 84
<PAGE>

Conclusion - "As Vacant"

Commercial utilization of the subject site is physically possible and legally
permissible; however, most types of commercial properties are experiencing an
oversupply, as well as low demand for new speculative multi-tenant construction.
However, in the current subject market and given the subject's location and
immediate surrounding development, it is considered that neither new apartment
development nor new speculative retail development will be undertaken. As such,
the Highest and Best Use for the subject site is for future multifamily
development at a time when market rents approach feasible rent levels and
occupancies of Class A properties warrant additional supply.


C97-605                      O'Connor & Associates                       Page 85
<PAGE>

Highest and Best Use Analysis - "As Improved"

The subject site is improved with a 1,280-unit apartment project with a net
rentable area of +/-981,507 square feet. The improvements are of good quality
construction and are in good condition. Such improvements are Physically
Possible and Legally Permissible.

Financially Feasible and Maximally Productive:

Our analysis of market rent (Income Approach) and feasible rent (Cost Approach)
indicate that presently, the subject property, as improved, would not be
feasible to build new. Further, based on the current trends and conditions, this
would be true for a significant number of property types in this market.

The improvements, which are considered to be in good condition, are functionally
adequate for their intended use and contribute value to the site. As such, and
in the absence of any higher use, the existing improvements are considered the
highest productive use at the present time.

Highest and Best Use Conclusion:

In consideration of all of the above, and no other apparent higher use for the
site in the foreseeable future, it is our opinion that the Highest and Best Use
for the subject property is its present multifamily use.


C97-605                      O'Connor & Associates                       Page 86
<PAGE>

                                                Cost Approach
<PAGE>

SALES COMPARISON APPROACH - LAND

In reaching the land value estimate of the subject property by the sales
comparison approach, Harris County Deed Records were searched for recent sales
of comparable properties within this area. Additionally, real estate brokers and
appraisers active in the area were consulted as to their knowledge of properties
currently offered on the market for sale which would be in competition with the
subject property, if it were offered for sale on the open market.

The available market data was investigated, analyzed and compared to the subject
property, taking into prime consideration the various similar and dissimilar
characteristics, including terms of sale, and adjustments were applied
accordingly in reaching the value estimate of the subject property by the market
approach. No sales which were known to have occurred were arbitrarily
disregarded. Only sales which were deemed not comparable, or could not be
confirmed, or involved conditions not considered to represent fair market
conditions, were deliberately omitted. The following is a listing of sales
considered in our analysis of the subject property.


C97-605                    O'Connor and Associates                       Page 87
<PAGE>

================================================================================
LAND SALE NUMBER ONE
- --------------------------------------------------------------------------------

Location:                    +/-350 ft N of Westheimer & +/-1000 ft W of Stoney
                             Brook

Date of Sale:                05/08/96

Key Map Reference:           490-V

Recording Data:              Film Code 508-29-0767

Grantor:                     Ronald E. Lee

Grantee:                     TCR South Central 1995

Legal Description:           Part of 3rd Tract, Camille G. Pillot Survey,
                             Abstract 72, Harris County, Texas

Land Area:                   15.500   Acres           675,180  Square Feet

Consideration:               $7,427,000

Price Per Square Foot:       $11.00

Terms:                       Cash to seller

Property Characteristics:

        Property Use:        Vacant at time of sale

        Utilities:           All available

        Topography:          Basically level

        Flood Plain:         None

        Frontage:            N/A

Remarks:                     This site was purchased for expansion of
                             an existing apartment complex. It appears
                             as though the buyer was willing to pay a
                             premium to acquire this particular tract
                             located adjacent to his existing project.
                             Based on the market data, a downward
                             adjustment is necessary for conditions of
                             sale.

================================================================================


C97-605                    O'Connor and Associates                       Page 88
<PAGE>

================================================================================
LAND SALE NUMBER TWO
- --------------------------------------------------------------------------------

Location:                    Wraps Northwest corner of Westheimer and Voss Road

Date of Sale:                09/14/94

Key Map Reference:           490-V

Recording Data:              ###-##-####

Grantor:                     Helen Inc.

Grantee:                     Albertson's Supermarket

Legal Description:           Part of Reserve A, Block 1, Westheimer Crossing, J.
                             D. Taylor Survey, Harris County, Texas

Land Area:                   5.248   Acres           228,581  Square Feet

Consideration:               $2,644,963

Price Per Square Foot:       $11.57

Terms:                       Cash to seller

Property Characteristics:

        Property Use:        Vacant at time of sale

        Utilities:           All available

        Topography:          Basically level

        Flood Plain:         None

        Frontage:            183 FF - Westheimer
                             177 FF - Voss

Remarks:                     This site was purchased for construction of an
                             Albertson's grocery store.

================================================================================


C97-605                    O'Connor and Associates                       Page 89
<PAGE>

================================================================================
LAND SALE NUMBER THREE
- --------------------------------------------------------------------------------

Location:                    North line of Westheimer at Dunvale, +/-211 FF on
                             Woodway

Date of Sale:                08/05/94

Key Map Reference:           490-U

Recording Data:              ###-##-####

Grantor:                     Estate of Pillot Lee

Grantee:                     Continental 32 Fund

Legal Description:           Reserve A & B, Continental 32, John D. Taylor
                             League, Harris County, Texas

Land Area:                   21.120   Acres           919,987  Square Feet

Consideration:               $8,279,883

Price Per Square Foot:       $9.00

Terms:                       Cash to Seller

Property Characteristics:

        Property Use:        Vacant at time of sale

        Utilities:           All available

        Topography:          Basically level

        Flood Plain:         None

        Frontage:            705 FF - Westheimer
                             211 FF - Woodway

Remarks:                     This tract was purchased for construction of a
                             KMART Superstore.

================================================================================


C97-605                    O'Connor and Associates                       Page 90
<PAGE>

================================================================================
LAND SALE NUMBER FOUR
- --------------------------------------------------------------------------------

Location:                    North line of Westheimer, +/-287 ft East of Stoney
                             Brook

Date of Sale:                04/28/94

Key Map Reference:           490-V

Recording Data:              ###-##-####

Grantor:                     Gibson, Dunn, & Crutcher

Grantee:                     Venture Stores

Legal Description:           Part of Block 1, Part of Reserve A, Westheimer
                             Crossing, J. D. Taylor Survey, A-72, Harris County,
                             Texas

Land Area:                   8.3400  Acres           363,290  Square Feet

Consideration:               $3,452,000

Price Per Square Foot:       $9.50

Terms:                       Cash to seller

Property Characteristics:

        Property Use:        Vacant at time of sale

        Utilities:           All available

        Topography:          Basically level

        Flood Plain:         None

        Frontage:            404 FF - Westheimer

Remarks:                     This tract was purchased for construction of a
                             Venture store.

================================================================================


C97-605                    O'Connor and Associates                       Page 91
<PAGE>

================================================================================
LAND SALE NUMBER FIVE
- --------------------------------------------------------------------------------

Location:                    Southeast corner of Westheimer Road and Dunvale
                             Road

Date of Sale:                03/05/93

Key Map Reference:           490-U

Recording Data:              ###-##-####

Grantor:                     Bangkok Bank Ltd.

Grantee:                     Walmart Stores Inc.

Legal Description:           40.04 acres out of the B. Canfield Survey, A-192
                             and J. D. Taylor Survey, A-72, Harris County, Texas

Land Area:                   40.0400   Acres         1,744,142  Square Feet

Consideration:               $17,337,000

Price Per Square Foot:       $9.94

Terms:                       Cash to seller

Property Characteristics:

        Property Use:        Vacant at time of sale

        Utilities:           All available

        Topography:          Basically level

        Flood Plain:         None

        Frontage:            1,100 FF - Westheimer
                             1,584 FF - Dunvale

Remarks:                     This tract was purchased for construction of a
                             Wal-Mart store and Sam's Wholesale Club store.

================================================================================


C97-605                    O'Connor and Associates                       Page 92
<PAGE>

                                 LAND SALES MAP

                                 [MAP OMITTED]
<PAGE>

Analysis of the Sales

The value for the subject tract was based on consideration of the previously
mentioned comparable land sales. This estimate was based on an analysis of these
sales in relation to the subject site after adjustments were applied for
conditions of sale, availability of utilities, location, size, corner influence,
and shape. The following is a summary of the sales used in our analysis. We will
compare the sales on the basis of sales price per square foot, which is the most
common unit of comparison for commercial tracts.

<TABLE>
<CAPTION>
=======================================================================================
Sale     Location                               Sale       Sale        Size    Price
  No.                                           Date      Price       (Acres)  Per SF
=======================================================================================
=======================================================================================
<S>      <C>                                  <C>        <C>          <C>      <C>   
   1     +/-350 ft N of Westheimer & +/-1000  05/08/96   $7,427,000   15.500   $11.00
         ft W of Stoney Brook                                                 
- ---------------------------------------------------------------------------------------
   2     Wraps Northwest corner of            09/14/94   $2,644,963    5.248   $11.57
         Westheimer and Voss Road                                             
- ---------------------------------------------------------------------------------------
   3     North line of Westheimer at          08/05/94   $8,279,883   21.120    $9.00
         Dunvale, +/-211 FF on Woodway                                        
- ---------------------------------------------------------------------------------------
   4     North line of Westheimer, +/-287 ft  04/28/94   $3,452,000    8.340    $9.50
         East of Stoney Brook                                                 
- ---------------------------------------------------------------------------------------
   5     Southeast corner of Westheimer       03/05/93  $17,337,000   40.040    $9.94
         Road and Dunvale Road                                                
=======================================================================================
</TABLE>

The land sales incorporated in this analysis occurred from 1993 through 1996.
Despite intense research efforts, no comparable 1997 land sales were found. Due
to the large size of the subject site, and the built-up nature of the area, few
large acreage tracts were available for analysis. Data on each of the sales,
including sales price, was confirmed with sources considered to be reliable.
Based on analysis of this data and other pertinent information obtained in our
research, the following is a discussion of the factors which were found to
exhibit significant influence on property values in this market.


C97-605                    O'Connor and Associates                       Page 93
<PAGE>

FACTORS TO BE CONSIDERED AND SUMMARY OF ADJUSTMENTS

Property Rights Conveyed            This adjustment considers the difference in
                                    sales price of properties sold in fee simple
                                    estate or in leased fee estate and the
                                    affect of any existing leases on the sales
                                    price of the property. All the sales were
                                    fee simple with no adjustments applicable.

Cash Equivalency                    Typical land investment property terms are
                                    considered to be 20-30% cash down with a
                                    10-15 year note, with varying interest on
                                    payments. All sales were cash or equivalent,
                                    thus an adjustment for this item was not
                                    necessary.

Conditions of Sale                  This adjustment reflects the motivations of
                                    the buyer and seller, i.e., assemblage,
                                    distress sale, reduced prices from family
                                    purchase, or purchase by adjacent land
                                    owners. With the exception of Sale 1, all of
                                    the sales were considered arms-length
                                    transactions with no conditions perceived
                                    which warranted a condition of sale
                                    adjustment. Sale 1, however, was purchased
                                    by an adjoining land owner who was willing
                                    to pay a premium to acquire this particular
                                    tract to expand his project. Thus, based on
                                    the market data, a 25% downward adjustment
                                    was considered applicable to Sale 1 for
                                    conditions of sale.

Changing Market Conditions          Since about 1992, land prices in the Houston
                                    area and the subject neighborhood have
                                    generally stabilized. This stabilized trend
                                    is consistent with today's market;
                                    therefore, no adjustments were indicated for
                                    Sales 1 through 5 (which occurred from 1993
                                    to 1996).

Location                            The type and density of surrounding
                                    development was examined for each sale. In
                                    addition, locations with proximity to
                                    business and retail centers were also
                                    considered. Properties which are located in
                                    densely developed areas, leading to higher
                                    visibility and traffic passage, tend to sell
                                    for higher prices than properties which are
                                    in less developed locations. Additionally,
                                    properties located on major 



C97-605                    O'Connor and Associates                       Page 94
<PAGE>

                                    thoroughfares are generally considered
                                    superior to those located on secondary
                                    streets and typically command premium sales
                                    prices. The subject is located on the east
                                    and west sides of Lazy Hollow Drive, with
                                    frontage on Westheimer and Woodway (see plat
                                    - Site Description section). Primarily due
                                    to its frontage on Westheimer, the subject
                                    property enjoys good exposure, access, and
                                    commercial appeal. Westheimer Road is the
                                    most heavily travelled non-freeway
                                    thoroughfare in Houston and is lined with
                                    dense commercial and retail development.
                                    Sales 1 and 3 are located on Westheimer Road
                                    in the immediate vicinity of the subject.
                                    These two sales are considered comparable to
                                    the subject in location and were not
                                    adjusted. Sales 2 and 4 are located on
                                    Westheimer Road at, or just west of, Voss
                                    Road. In addition to a primary north/south
                                    traffic carrier for the area, Voss Road is
                                    characterized by upscale single-family
                                    residential and commercial development.
                                    Consequently, Sales 2 and 4 are considered
                                    superior to the subject in location and were
                                    adjusted downward 10% and 5%, respectively
                                    for this factor. Although located on
                                    Westheimer Road in the immediate subject
                                    vicinity, Sale 5 is slightly superior to the
                                    subject in location due to its frontage on
                                    Dunvale Street. Dunvale Street connects with
                                    Richmond Avenue to the south and provides
                                    superior exposure and commercial appeal in
                                    comparison to Lazy Hollow. Therefore, a
                                    downward adjustment of 5% was required to
                                    Sale 5 for superior location.

Size                                Typically, the larger the tract the lower
                                    the unit price. The converse also tends to
                                    be true. Land sales analyzed on a regional
                                    basis indicates a 5% to 10% price premium
                                    for each halving (or doubling) of size. A 5%
                                    adjustment appears reasonable for the
                                    subject area and has been utilized in our
                                    analysis. Sales 1, 2, 3, and 4 are smaller
                                    than the subject and were adjusted downward
                                    5% to 15%. Sale 5 is comparable to the
                                    subject in size and warranted no adjustment.


C97-605                    O'Connor and Associates                       Page 95
<PAGE>

Shape                               Properties which are irregular in shape,
                                    therefore making development more difficult,
                                    usually sell for less than a tract which is
                                    of a more normal configuration. Similar to
                                    the subject, all of the sales are reasonably
                                    shaped for development purposes and required
                                    no adjustment for shape.

Utilities                           The availability of utilities is a major
                                    factor in the development of any property.
                                    If a site has no utility service or cannot
                                    acquire access, it is virtually impossible
                                    to develop. The subject has access to all
                                    public utilities. All of the sales have
                                    similar access and warranted no adjustments
                                    for utilities.

Corner                              Properties that have corner influences, or
                                    those that have access from two or more
                                    thoroughfares are typically superior than
                                    interior tracts, due to access and exposure
                                    characteristics. Although valued as one
                                    tract, Lazy Hollow and Woodway separate the
                                    subject into three parcels with multiple
                                    corners. Sales 1 through 5 are all inferior
                                    to the subject in corner influence and
                                    required upward adjustments of 5% to 20%.

Topography                          The subject site appears basically level and
                                    well drained, and is located outside of the
                                    100-Year Flood Plain. Sales 1 through 5 are
                                    also located outside of the 100-Year Flood
                                    Plain and were not adjusted.

Each of the sales was analyzed and compared to the subject, with adjustments
applied for differences in the factors discussed above. Insufficient data was
available to utilize the matched pair analysis. Adjustments were applied based
on general comparisons of empirical data and the personal observation and
judgement of the appraiser. The grid on the following page illustrates the
procedure used in arriving at an estimate of value for the subject site.


C97-605                    O'Connor and Associates                       Page 96
<PAGE>

================================================================================
                           LAND SALES ADJUSTMENT GRID
================================================================================

                               SALE 1    SALE 2     SALE 3    SALE 4    SALE 5
- --------------------------------------------------------------------------------
Sale Price Per Square Foot     $11.00    $11.57     $9.00     $9.50     $9.94
- --------------------------------------------------------------------------------
Property Rights Conveyed         0%        0%         0%        0%        0%
- --------------------------------------------------------------------------------
Adjusted Sales Price           $11.00    $11.57     $9.00     $9.50     $9.94
- --------------------------------------------------------------------------------
Cash Equivalency                 0%        0%         0%        0%        0%
- --------------------------------------------------------------------------------
Adjusted Sales Price           $11.00    $11.57     $9.00     $9.50     $9.94
- --------------------------------------------------------------------------------
Conditions of Sale              -25%       0%         0%        0%        0%
- --------------------------------------------------------------------------------
Adjusted Sales Price           $8.25     $11.57     $9.00     $9.50     $9.94
- --------------------------------------------------------------------------------
Changing Market Conditions       0%        0%         0%        0%        0%
- --------------------------------------------------------------------------------
Adjusted Sales Price           $8.25     $11.57     $9.00     $9.50     $9.94
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Location                         0%       -10%        0%       -5%       -5%
- --------------------------------------------------------------------------------
Size                            -5%       -15%       -5%       -10%       0%
- --------------------------------------------------------------------------------
Shape                            0%        0%         0%        0%        0%
- --------------------------------------------------------------------------------
Utilities                        0%        0%         0%        0%        0%
- --------------------------------------------------------------------------------
Corner                          20%        5%        10%       10%        5%
- --------------------------------------------------------------------------------
Topography                       0%        0%         0%        0%        0%
- --------------------------------------------------------------------------------

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

Overall Adjustment (%)          15%       -20%        5%       -5%        0%
- --------------------------------------------------------------------------------
Indicated Value Per Sq. Ft.    $9.49      $9.26     $9.45     $9.03     $9.94
================================================================================

                        Summary of Indicated Land Values

                Indicated Value Range:      $9.03                  to   $9.94

            Indicated Mid-Point Value:      $9.48

                 Indicated Mean Value:      $9.43

               Estimated Value Per SF:      $9.45


C97-605                    O'Connor and Associates                       Page 97
<PAGE>

Reconciliation and Land Value Estimate

After adjustment, the land sales indicate values for the subject ranging from
$9.03 to $9.94 per square foot. The mean indicated value is $9.43 per square
foot, and the midpoint of the indicated values is $9.48 per square foot. It is
our opinion that the value of subject site, land only, is estimated at $9.45 per
square foot, which is reflective of the mean and mid-point of the sales. The
total value of the site is estimated as follows:

===============================================================================
                              INDICATED LAND VALUE
- -------------------------------------------------------------------------------
      Land Area / SF               Indicated Value PSF   Indicated Land Value
- -------------------------------------------------------------------------------
         1,674,812                        $9.45               $15,826,973
- -------------------------------------------------------------------------------
                                 VALUE OF SUBJECT SITE:       $15,825,000
===============================================================================


C97-605                    O'Connor and Associates                       Page 98
<PAGE>

                                THE COST APPROACH

The cost approach is the process of estimating the current cost (new) of
reproducing a property's improvements, subtracting estimated depreciation from
all sources and adding the estimated value of the land to arrive at an estimate
of value for the property as a whole.

Reproduction cost is the present cost of duplicating the improvements with one
which is an exact replica. It is often difficult to estimate reproduction cost
because details and methods of original construction are not available,
identical materials are unavailable and/or methods of construction have changed.

Replacement cost is the current cost of replacing the improvement with one
having equal utility or able to perform the same economic function:

      1.    It could be the cost of acquiring an equally desirable substitute,
            or

      2.    The cost to replace, with a property having an equivalent utility,
            which may or may not be a replica, or

      3.    The replacing or remodeling of parts of a structure to maintain it
            in its highest and best use and operating condition.

In practice, the terms have tended to be used interchangeably and have more
commonly come to mean: The present cost of replacing the improvements with
improvements of equivalent utility, considering modern materials and
construction methods.


C97-605                    O'Connor and Associates                       Page 99
<PAGE>

Depreciation: defined as loss in capital value from any cause. It is employed in
this report in estimating the difference in the present day value of the
improvements and the cost of new replacement. The three major types of accrued
depreciation are:

      Physical Deterioration

      This is loss in value from actual physical causes and measured either as
      curable or incurable. The curable items are measured by the actual cost to
      replace or repair the component parts. The incurable portion is estimated
      by virtue of an observed condition or ascertaining the used portion by the
      best estimate of the appraiser. Curable physical deterioration, also
      referred to as deferred maintenance, is caused by normal wear and tear
      that should be corrected immediately, or is necessary to keep rents at
      market levels. The cost of curing the condition, and bringing the property
      to a satisfactory and functioning condition, is generally the measure of
      deferred maintenance.

      Functional Obsolescence

      This is loss in value from conditions existing within the property which
      make the property inadequate of less desirable to the typical prudent
      purchases. It, too, may be curable or incurable. Incurable obsolescence is
      normally measured by the loss in income which may accrue to the property
      by reason thereof.

      External Obsolescence

      This is defined as "the impairment of desirability or useful life arising
      from factors external to the property, such as economic forces or
      environmental changes which affect supply-demand relationships in the
      market." Loss in the use and value of a property arising from the factors
      of external obsolescence is to be distinguished from loss in value from
      physical deterioration and functional obsolescence, both of which are
      inherent in a property.


C97-605                    O'Connor and Associates                      Page 100
<PAGE>

As indicated earlier, it is our opinion that the existing improvements do
represent the current Highest and Best Use of the site "as improved". As such,
the following is a discussion of land value, cost and depreciation components
used in arriving at a value estimate for the subject via the Cost Approach.

Replacement Cost Estimate

Cost factors are estimated from data in our files and from Marshall Valuation
Service, Section 12, Page 14, Category D, dated December 1995, adjusted for
local and current factors. Results of these calculations are indicated in the
following schedules:


C97-605                    O'Connor and Associates                      Page 101
<PAGE>

<TABLE>
<CAPTION>
============================================================================================
                               ESTIMATE OF REPLACEMENT COST
============================================================================================
<S>                                <C>        <C>         <C>                   <C>

I. DIRECT COSTS

Apartment Area (SF):               993,307

  Base Cost PSF:                                           $48.00

  Multipliers (Sec. 99):

    Area:                                     79.00%

    Current Cost:                             103.00%

    Times Local:                              93.00%

  Total Factor:                               75.67%

  Adj. Base Cost PSF:                                      $36.32

TOTAL BASE BUILDING COST:                                                       $36,076,910

  Plus Segregated Cost:

  Built Ins                       Number      Unit Cost    Total Cost
                                  ------      ---------    ----------

    Oven/Range                     1,280      $300         $384,000

    Refrigerator                   1,280      $325         $416,000

    Disposal                       1,280      $75          $96,000

    Dishwashers                    1,280      $200         $256,000

  Total Built Ins                                                                $1,152,000

  Swimming Pools                                                                   $250,000

  Fences, Gates                                                                    $350,000

  Parking/Drives/Walkways (512,000 SF - asphalt and concrete)                      $947,200

  Landscaping                                                                      $550,000

  Carports                                                                         $600,000
                                                                                   --------

  Total Direct Cost                                                             $39,926,110

II. INDIRECT COST

  Entrepreneurial Profit:                     5.00%                              $1,996,306
                                              -----

  Real Estate Taxes during                                                         $655,041
construction:

  Financing Fees:

    Average Balance:              70.00%      $27,948,277

    Origination Fees:

      Construction:               1.00%

      Permanent:                  1.00%
                                  ---- 

    Total:                        2.00%                                            $558,966

  Appraisal and Other                                                               $50,000
Fees/Permits:

  Title and Misc. Cost:                                                             $99,815
                                                                                    -------

  Total Indirect Cost:                                                           $3,360,128

  TOTAL COST NEW, INCLUDING PROFIT:                                             $43,286,238
============================================================================================
</TABLE>


C97-605                    O'Connor and Associates                      Page 102
<PAGE>

Entrepreneurial profit is the amount which the developer expects to receive for
his time and effort in the construction process. This has been estimated at 5%
of the base direct costs, based upon discussions with local developers.

Short-Life Physical Deterioration

The depreciation estimate for short-life items can be divided into two
categories; "Curable" and "Incurable". The following is a discussion of each.

Short-life curable physical deterioration, also referred to as deferred
maintenance, is caused by normal wear and tear that should be corrected
immediately, or is necessary to keep rents at market levels. The cost of curing
the condition, and bringing the property to a satisfactory and functioning
condition, is generally the measure of deferred maintenance. Based on
observations of the appraiser, the subject improvements do not suffer from any
significant items of deferred maintenance.

Incurable Short-Life deterioration is also attributable to normal wear and tear,
but is generally unfeasible or uneconomical to repair. Age of short-life items
is based on observed condition. Typically this charge is estimated on an
age/life method. The following chart exhibits the calculations used.


C97-605                    O'Connor and Associates                      Page 103
<PAGE>

<TABLE>
<CAPTION>
=========================================================================================
                      Physical Deterioration; Incurable Short Life
=========================================================================================

    Item       Area (SF)   Unit Cost    Cost New    Eff. Age / Eco. Life    Depreciation
- -----------------------------------------------------------------------------------------
<S>            <C>           <C>      <C>                      <C>              <C>     
HVAC           993,307       $1.75    $1,738,287               5 / 15           $579,429

Flooring       993,307       $1.00    $993,307                 4 / 10           $397,323

Built Ins                             $1,152,000               5 / 12           $480,000

Roof Cover     522,793       $1.50    $784,190                 8 / 20           $313,676
                                      --------                                  --------

Totals                                $4,667,784                              $1,770,428

% of Replacement Cost New, including profit        $43,286,238                     4.09%
=========================================================================================
</TABLE>

Physical Deterioration: Incurable Long-Life

The improvements are constructed with good quality materials and are considered
to be in good condition. The effective age of the project is considered to be 20
years, with a remaining life of +/-25 years. Prior to calculating incurable
long-life depreciation, the replacement cost new of short-life items is
subtracted.

================================================================================
                   Physical Deterioration; Incurable Long Life
================================================================================

Item Description                 Cost New    Eff. Age  /  Eco.      Depreciation
                                                          Life

RCN (Incl. Profit)            $43,286,238                 20 / 45         44.44%

Less:

Deferred Maintenance                   $0

RCN Short Life Items           $4,667,784

RCN Bone Structure Items      $38,618,454          44.44%            $17,163,757

                                                                          39.65%
================================================================================


C97-605                    O'Connor and Associates                      Page 104
<PAGE>

External Obsolescence- Due to Rent Loss is typically the result of contracted
rental rates below market rental rates and is influenced by the property's
ownership and management. Given the subject's present physical and financial
occupancies, a deduction for rent loss due to below market rents is not
considered necessary.

External Obsolescence- Due to Below Feasible Market Rents is typically
calculated by first estimating the feasible net operating income and then
calculating the difference between market net operating income and the feasible
net operating income. The net operating income loss, if any, is capitalized
using the rate developed in the Income Approach. The building to property ratio
is then applied to arrive at the amount of obsolescence attributable to the
improvements. These calculations are illustrated in the table on the following
page:


C97-605                    O'Connor and Associates                      Page 105
<PAGE>

================================================================================
                      Calculation of External Obsolescence
================================================================================

RCN, Including Profit                                               $43,286,238

Less Physical Deterioration

    Short Life                       4.09%

    Long Life                        39.65%

    Deferred Maintenance             0.00%
                                     ---- 

  Total                              43.74%                       ($18,933,401)
                                                                  -------------

RCN Less Physical Deterioration                                     $24,352,837

Plus Land                                                           $15,825,000
                                                                    -----------

RCN Less Physical Deterioration Plus Land                           $40,177,837

Times Feasible Overall Rate (Ro)                                          9.25%
                                                                          ---- 

Feasible Net Operating Income (NOI)                                  $3,716,450


RCN Less Physical Deterioration                                     $24,352,837

Divided by RCN Less Physical Deterioration Plus Land                $40,177,837

Equals Building to Property Ratio                                        60.61%
(%)


Feasible Net Operating Income                                        $3,716,450

Market Net Operating Income -                                        $3,404,510
                                                                     ----------

Loss in Net Operating Income                                           $311,940

Divided by Ro                                                             9.25%

Capitalized Net Operating Income Loss                                $3,372,324

Multiplied by Building to Property Ratio                                 60.61%
                                                                         ------

Estimate of External Obsolescence                                    $2,043,966

Rounded:                                                             $2,044,000

External Obsolescence Expressed as a Percentage 
      of Replacement Cost New                                             4.72%
================================================================================

      Based on the foregoing analysis, the following chart recaps and
      illustrates the calculations used in arriving at the final value estimate
      via the Cost Approach.


C97-605                    O'Connor and Associates                      Page 106
<PAGE>

================================================================================
                                  COST SCHEDULE
================================================================================

Replacement Cost New

I.  Direct Cost

    Building Cost                                                   $36,076,910

    Built Ins                                                        $1,152,000

    Carports                                                           $250,000

    Fences                                                             $350,000

    Parking/Drives/Walkways                                            $947,200

    Landscaping                                                        $550,000

    Carports                                                           $600,000
                                                                       --------

        Total Direct Cost                                           $39,926,110

II. Indirect Cost

    Entrepreneurial Profit                                           $1,996,306

    Real Estate Taxes During Construction                              $655,041

    Financing Fees                                                     $558,966

    Appraisal and Legal Cost                                            $50,000

    Title and Misc. Cost                                                $99,815
                                                                        -------

        Total Indirect Cost                                          $3,360,128
                                                                     ----------

TOTAL COST NEW, INCLUDING PROFIT                                    $43,286,238

Less Depreciation From All
Causes:

    Type Depreciation

    Deferred Maintenance                             $0

    Physical Incurable Short Life            $1,770,428

    Physical Incurable Long Life            $17,163,757

    External Obsolescence                    $2,044,000

    Functional Obsolescence                          $0
                                                     --

        Total Depreciation                  $20,978,185

DEPRECIATED VALUE OF IMPROVEMENTS                                   $22,308,053

Plus Land Value Estimate                                            $15,825,000
                                                                    -----------

Final Value Estimate                                                $38,133,053

FINAL VALUE ESTIMATE (ROUNDED)                                      $38,130,000

================================================================================


C97-605                      O'Connor & Associates                      Page 107
<PAGE>

                                                                Sales Comparison
                                                                    Approach
<PAGE>

                      SALES COMPARISON APPROACH - IMPROVED

General

In this independent approach to value, the value estimate is predicated upon
prices paid in actual market transactions. The methodology involved is a process
of analyzing similarly improved properties and comparing them to the subject. In
some instances a comparison analysis is utilized, with adjustments being made
for differences in financing, location and physical characteristics. Based on
our research, investors in the market area apartment market typically rely
heavily on the following methodology:

      1.    Sales Price Per Unit - This denominator is obtained by dividing the
            sale price by the total number of units in the project.

The Harris County Deed Records were searched for recent sales of similarly
improved apartment projects. Owners, property managers and other professionals
active in the area were consulted as to their knowledge of current trends and
conditions that prevail within the apartment market. The sale transactions
considered most comparable to the subject are detailed on the following pages.
(The reported and proforma operating expenses include reserves for
replacements.)


C97-605                    O'Connor and Associates                      Page 108
<PAGE>

================================================================================
                       COMPARABLE IMPROVED SALE NUMBER ONE
- --------------------------------------------------------------------------------

Key Map:                                491-P

Project Name:                           III Fountains II Apartments

Location:                               2001 Fountainview

Legal Description:                      R/P of Block F, III Fountains Square,
                                        Houston, Harris County Texas

Grantor:                                III Fountains Venture

Grantee:                                Fountainview Houston Apts. Ltd.

Sale Price:                             $15,809,000           (See Comments)

Sale Date:                              December 2, 1996

Recording Data:                         Film Code 510-99-0361

Financing:                              Cash to seller

Size/Acres:                             17.3500

Year Built:                             1965

Net Rentable Area (Square Feet):        525,260

Number of Units:                        637

Land to Building Ratio:                 1.44

Units Per Acre:                         36.71

Average Unit Size (Square Feet):        825

Actual Occupancy:                       85%

Stabilized Occupancy:                   91%                    PSF
                                                               ---
Gross Potential Income:                 $4,475,215            $8.52

Less Vacancy:                           $402,769              $0.77
                                        --------

Effective Gross Income:                 $4,072,446            $7.75

Less Expenses:                          $2,600,037            $4.95
                                        ----------

Net Operating Income:                   $1,472,409            $2.80

Sales Price/SF of Building Area:        $30.10

Sales Price/Unit                        $24,818

EGIM:                                   3.88

Overall Rate (Ro):                      9.31%

Expense Ratio:                          63.84%
================================================================================


C97-605                    O'Connor and Associates                      Page 109
<PAGE>

================================================================================
                            APARTMENT SALE NUMBER ONE
================================================================================

Comments:   The actual sale price was $15,500,000; however $175,000 and $134,000
            were estimated to cure deferred maintenance and account for rent
            loss due to lease up, respectively. Lease-up is estimated to be 6
            months.


                                    Unit Mix

                   # of Units       Unit Type        Unit Size   Total Area


                      120       1 Bedroom / 1 Bath      758          90,960

                       40       2 Bedroom / 1 Bath      894          35,760

                       68       2 Bedroom / 2 Bath      988          67,184

                       16       3 Bedroom / 2 Bath     1,272         20,352

                       8                0              1,428         11,424
                       -                -                            ------

                      252               2                           225,680

Project Amenities:      This project's amenities include access gates, two
                        swimming pools, a jacuzzi, an exercise room, a
                        clubhouse, and on-site laundry. Unit amenities include
                        cable television access, washer/dryer connections in
                        some units, fireplaces in some units, ceiling fans,
                        mini-blinds, and private patios/ balconies.

Utilities:              This is a master-metered project.

================================================================================


C97-605                    O'Connor and Associates                      Page 110
<PAGE>

                     PHOTOGRAPH OF IMPROVED SALE NUMBER ONE

                                [PHOTO OMITTED]


C97-605                    O'Connor and Associates                      Page 111
<PAGE>

================================================================================
                       COMPARABLE IMPROVED SALE NUMBER TWO
- --------------------------------------------------------------------------------

Key Map:                                489-K

Project Name:                           Concorde Apartments

Location:                               1307 Wilcrest

Legal Description:                      8.95 acres out of the C. Williams
                                        Survey, A-834, Houston, Harris County,
                                        Texas

Grantor:                                Sasco Lakeside LP

Grantee:                                Wentwood Lakeside LP

Sale Price:                             $5,465,370

Sale Date:                              December 1, 1996

Recording Data:                         Film Code 510-62-0854

Financing:                              Cash sale

Size/Acres:                             8.9500

Year Built:                             1972

Net Rentable Area (Square Feet):        201,641

Number of Units:                        197

Land to Building Ratio:                 1.93

Units Per Acre:                         22.01

Average Unit Size (Square  Feet):       1,024

Actual Occupancy:                       91%

Stabilized Occupancy:                   91%                    PSF
                                                               ---
Gross Potential Income:                 $1,403,421            $6.96

Less Vacancy:                           $126,308
                                        --------

Effective Gross Income:                 $1,277,113            $6.33

Less Expenses:                          $756,154              $3.75
                                        --------

Net Operating Income:                   $520,960              $2.58

Sales Price/SF of Building Area:        $27.10

Sales Price/Unit                        $27,743

EGIM:                                   4.28

Overall Rate (Ro):                      9.53%

Expense Ratio:                          59.21%
================================================================================


C97-605                    O'Connor and Associates                      Page 112
<PAGE>

================================================================================
                            APARTMENT SALE NUMBER TWO
================================================================================

                                        Unit Mix
                                        --------

                       # of Units      Unit Type        Unit Size    Total Area

                           2       0 Bedroom / 1 Bath      297              594

                          33       1 Bedroom / 1 Bath      619           20,427

                           6       1 Bedroom / 1 Bath      690            4,140

                          18       1 Bedroom / 1 Bath      723           13,014

                           2       2 Bedroom / 1 Bath      938            1,876

                           8       2 Bedroom / 1 Bath      924            7,392

                          40       2 Bedroom / 2 Bath      924           36,960

                          10       2 Bedroom / 2 Bath     1,150          11,500

                          20       2 Bedroom / 2 Bath     1,186          23,720

                           2       3 Bedroom / 2 Bath     1,361           2,722

                          40       3 Bedroom / 2 Bath     1,272          50,880

                          16       4 Bedroom / 2 Bath     1,776          28,416
                          --       ------------------     -----          ------

                          197                             1,024         201,641

Project Amenities:      This project offers a swimming pool, jacuzzi, limited
                        access gates, clubhouse, and a laundry room. Unit
                        amenities include cable television access, microwaves,
                        alarms systems, some fireplaces, ceiling fans and
                        miniblinds.

Utilities:              This is a separately-metered project.

================================================================================


C97-605                    O'Connor and Associates                      Page 113
<PAGE>

                     PHOTOGRAPH OF IMPROVED SALE NUMBER TWO

                                [PHOTO OMITTED]


C97-605                    O'Connor and Associates                      Page 114
<PAGE>

================================================================================
                     COMPARABLE IMPROVED SALE NUMBER THREE
- --------------------------------------------------------------------------------

Key Map:                                490-V

Project Name:                           Pin Oak Apartments

Location:                               7510 Burgoyne

Legal Description:                      Reserve A, Westheimer-Voss Apartments,
                                        John D. Taylor Survey, Abstract 72,
                                        Houston, Harris County, Texas

Grantor:                                East Group Properties

Grantee:                                Wentwood Limited Partners

Sale Price:                             $4,360,000

Sale Date:                              November 27, 1996

Recording Data:                         Film Code 510961193

Financing:                              Cash to seller

Size/Acres:                             3.2300

Year Built:                             1974

Net Rentable Area (Square Feet):        144,780

Number of Units:                        142

Land to Building Ratio:                 0.97

Units Per Acre:                         43.96

Average Unit Size (Square  Feet):       1,020

Actual Occupancy:                       97%

Stabilized Occupancy:                   91%                    PSF
                                                               ---
Gross Potential Income:                 $1,042,416            $7.20

Less Vacancy:                           $93,817
                                        -------

Effective Gross Income:                 $948,599              $6.55

Less Expenses:                          $542,925              $3.75
                                        --------

Net Operating Income:                   $405,674              $2.80

Sales Price/SF of Building Area:        $30.11

Sales Price/Unit                        $30,704

EGIM:                                   4.60

Overall Rate (Ro):                      9.30%

Expense Ratio:                          57.23%
================================================================================


C97-605                    O'Connor and Associates                      Page 115
<PAGE>

================================================================================
                           APARTMENT SALE NUMBER THREE
================================================================================

                                        Unit Mix
                                        --------
                       # of Units      Unit Type        Unit Size    Total Area

                          12       1 Bedroom / 1 Bath      704            8,448

                          38       1 Bedroom / 1 Bath      804           30,552

                          10       1 Bedroom / 1 Bath     1,000          10,000

                          36       2 Bedroom / 2 Bath     1,038          37,368

                          20       2 Bedroom / 2 Bath     1,142          22,840

                          10       2 Bedroom / 2.5 Bath   1,730          17,300

                          16       3 Bedroom / 2 Bath     1,142          18,272
                          --       ------------------     -----          ------

                          142                             1,020         144,780

Project Amenities:      This project offers a swimming pool, covered parking,
                        limited access gates, an exercise room, a jacuzzi, a
                        clubhouse, and on-site laundry room. Unit amenities
                        include free basic cable television, some washer/ dryer
                        connections, alarm systems, ceiling fans, mini-blinds
                        and private patios and balconies.

Utilities:              This is a separately-metered project.

================================================================================

================================================================================


C97-605                    O'Connor and Associates                      Page 116
<PAGE>

                    PHOTOGRAPH OF IMPROVED SALE NUMBER THREE

                                [PHOTO OMITTED]


C97-605                    O'Connor and Associates                      Page 117
<PAGE>

================================================================================
                      COMPARABLE IMPROVED SALE NUMBER FOUR
- --------------------------------------------------------------------------------

Key Map:                                490-V

Project Name:                           7979 Westheimer Apartments

Location:                               7979 Westheimer

Legal Description:                      Part of Tract 2, Westover Square
                                        Apartments, A-72, J. D. Taylor Survey,
                                        Houston, Harris County, Texas

Grantor:                                Copley/Finger Venture 2

Grantee:                                EOR-Lincoln Village I Vista

Sale Price:                             $13,800,000

Sale Date:                              February 7, 1996

Recording Data:                         Film Code 507-09-1549

Financing:                              Cash sale

Size/Acres:                             15.4000

Year Built:                             1970

Net Rentable Area (Square Feet):        401,571

Number of Units:                        459

Land to Building Ratio:                 1.67

Units Per Acre:                         29.81

Average Unit Size (Square  Feet):       875

Actual Occupancy:                       95%

Stabilized Occupancy:                   91%                    PSF
                                                               ---
Gross Potential Income:                 $3,180,442            $7.92

Less Vacancy:                           $286,240
                                        --------

Effective Gross Income:                 $2,894,203            $7.21

Less Expenses:                          $1,485,813            $3.70
                                        ----------

Net Operating Income:                   $1,408,390            $3.51

Sales Price/SF of Building Area:        $34.37

Sales Price/Unit                        $30,065

EGIM:                                   4.77

Overall Rate (Ro):                      10.21%

Expense Ratio:                          51.34%
================================================================================


C97-605                    O'Connor and Associates                      Page 118
<PAGE>

================================================================================
                           APARTMENT SALE NUMBER FOUR
================================================================================

                                        Unit Mix
                                        --------
                       # of Units      Unit Type        Unit Size    Total Area

                          206      1 Bedroom / 1 Bath      614          126,484

                          48       1 Bedroom / 1 Bath      748           35,904

                          12      2 Bedroom / 1.5 Bath     914           10,968

                          24       2 Bedroom / 1 Bath      923           22,152

                          12       2 Bedroom / 2 Bath      928           11,136

                          21       2 Bedroom / 2 Bath     1,075          22,575

                          120      2 Bedroom / 2 Bath     1,212         145,440

                          16       3 Bedroom / 3 Bath     1,682          26,912
                          --       ------------------     -----          ------

                          459                              875          401,571

Project Amenities:      This project offers swimming pools, limited access
                        gates, an exercise room, and on-site laundry rooms. Unit
                        amenities include cable television access, alarms
                        systems, some fireplaces, ceiling fans, mini-blinds and
                        private patios/ balconies.

Utilities:              This is a separately-metered project.

================================================================================


C97-605                    O'Connor and Associates                      Page 119
<PAGE>

                     PHOTOGRAPH OF IMPROVED SALE NUMBER FOUR

                                [PHOTO OMITTED]


C97-605                    O'Connor and Associates                      Page 120
<PAGE>

================================================================================
                      COMPARABLE IMPROVED SALE NUMBER FIVE
================================================================================

Key Map:                                491-R

Project Name:                           Tree Top Apartments

Location:                               4510 Briar Hollow Place

Legal Description:                      Tracts 1 and 2, Briar Hollow Place, R/P,
                                        Houston, Harris County, Texas

Grantor:                                Fon Associates, LP

Grantee:                                KC Venture Group, LLC

Sale Price:                             $5,650,000

Sale Date:                              February 1, 1996

Recording Data:                         Film Code Not Available

Financing:                              Cash sale

Size/Acres:                             3.7600

Year Built:                             1968

Net Rentable Area (Square Feet):        131,325

Number of Units:                        179

Land to Building Ratio:                 1.25

Units Per Acre:                         47.61

Average Unit Size (Square  Feet):       734

Actual Occupancy:                       91%

Stabilized Occupancy:                   91%                    PSF
                                                               ---
Gross Potential Income:                 $1,260,720            $9.60

Less Vacancy:                           $113,465
                                        --------

Effective Gross Income:                 $1,147,255            $8.74

Less Expenses:                          $630,360              $4.80
                                        --------

Net Operating Income:                   $516,895              $3.94

Sales Price/SF of Building Area:        $43.02

Sales Price/Unit                        $31,564

EGIM:                                   4.92

Overall Rate (Ro):                      9.15%

Expense Ratio:                          54.95%
================================================================================


C97-605                    O'Connor and Associates                      Page 121
<PAGE>

================================================================================
                           APARTMENT SALE NUMBER FIVE
================================================================================

                                   Unit Type        Unit Size

                               1 Bedroom / 1 Bath      586

                               1 Bedroom / 1 Bath      636

                               1 Bedroom / 1 Bath      663

                               1 Bedroom / 1 Bath      679

                               1 Bedroom / 1 Bath      695

                               1 Bedroom / 1 Bath      723

                               1 Bedroom / 1 Bath      756

                               2 Bedroom / 2 Bath      976

                               2 Bedroom / 2 Bath     1,027
                               ------------------     -----

                                                       734

Project Amenities:      This project offers two swimming pools, an exercise
                        room, limited access gates, covered parking, and on-site
                        laundry room. Unit amenities include cable television,
                        microwaves, miniblinds, and ceiling fans.

Utilities:              This is a master-metered project.

================================================================================


C97-605                    O'Connor and Associates                      Page 122
<PAGE>

                     PHOTOGRAPH OF IMPROVED SALE NUMBER FIVE

                                [PHOTO OMITTED]


C97-605                    O'Connor and Associates                      Page 123
<PAGE>

                               IMPROVED SALES MAP

                                 [MAP OMITTED]
<PAGE>

ANALYSIS OF IMPROVED SALES

================================================================================
SUMMARY OF IMPROVED SALES
- --------------------------------------------------------------------------------

 Sale                        No.        Size        Sales       Price
  No.   Project Name         Units     SF NRA       Price     Per Unit      Ro
- --------------------------------------------------------------------------------
   1    III Fountains II      637     525,260    $15,809,000   $24,818     9.31%

   2    Concorde              197     201,641    $5,465,370    $27,743     9.53%

   3    Pin Oak               142     144,780    $4,360,000    $30,704     9.30%

   4    7979 Westheimer       459     401,571    $13,800,000   $30,065    10.21%

   5    Tree Top              179     131,325    $5,650,000    $31,564     9.15%
================================================================================

The improved sales incorporated in this analysis occurred between February and
December 1996. We were unable to confirm any sales of properties of similar age
and size in the subject's market area which occurred in 1997. All of the sales
are of older properties (constructed between 1965 and 1974) similar to the
subject property. Data on each of the sales, including sales price and income
and expense data, was confirmed with sources considered to be reliable.

The subject property contains both master-metered and separately-metered units.
Sales 1 and 5 are master-metered projects while Sales 2 through 4 are
separately-metered. As discussed later in the income approach section of this
report, in the subject's market area there is little difference between the
market rental rates for separately versus master metered properties. Although
these sales are not as close in proximity to the subject as the ensuing
comparable rental properties, it is evident through analyzing the overall rates
and EGIMs that investors, in this area, are not showing preference for one
metering over another. The reasoning for this, based on the sales analysis, lies
in the average net 


C97-605                    O'Connor and Associates                      Page 124
<PAGE>

operating income per square foot and overall expense ratios. In short, cash
flows are indicated to be more of a concern to investors than the metering type.

Based on our analysis of this data and other pertinent information obtained in
my research, the following is a discussion of the factors which were found to
exhibit significant influence on property values in this market.


C97-605                    O'Connor and Associates                      Page 125
<PAGE>

FACTORS TO BE CONSIDERED AND SUMMARY OF ADJUSTMENTS

Property Rights Conveyed

The comparable sales were subject to short term leases, typically six months.
The fee simple estate for the subject property is the interest appraised. Area
apartment investors do not differentiate between the leased fee estate and the
fee simple estate for apartments subject to short term leases. Further, buyers
and sellers contacted when confirming sales indicated they recognized no
difference between the leased fee estate and the fee simple estate. Therefore,
no adjustment was necessary for this item.

Terms of Financing

The transaction price of one property may differ from that of an identical
property due to different financing arrangements. For example, the purchaser of
a comparable property may have assumed an existing mortgage at a favorable
interest rate. In another case, a seller may have arranged a buydown, paying
cash to the lender so that a mortgage with a below-market interest rate could be
offered. Interest rates at above-market levels often result in lower sales
prices. All sales were cash or considered cash equivalent; thus an adjustment
for this item was not necessary.

Conditions of Sale

This adjustment reflects the motivations of the buyer and seller, i.e.,
assemblage, distress sale, reduced prices from family purchase and purchase by
adjacent land owners. All of the sales are considered to represent arms-length
market sales, and no price differences are noted which are attributable to
conditions of sale. Therefore, no adjustments are applied to the sales for this
factor.


C97-605                    O'Connor and Associates                      Page 126
<PAGE>

Market Conditions

Adjustments are often necessary to correct for changes in value over time due to
market factors such as supply and demand, and economic factors such as
inflation. Discussions with apartment brokers have indicated that values
declined during 1982-1988, but have since increased. However, prices have been
relatively stable for this market since about early 1996 and, despite rental
increases, have not demonstrated quantifiable value increases. Therefore, no
market adjustments were justified for the transactions used in this analysis.

Location

Adjustments occur when the comparable sale is located in an area that is either
more or less desirable than the subject, in relationship to absorption and new
construction starts. Also, surrounding development and property use trends are
given consideration. Sale 1 is located at the intersection of Fountainview and
San Felipe, two primary area roadways in the Galleria area. This sale is
superior to the subject in access and overall commercial appeal when compared to
the subject property. Therefore, a 5% downward location adjustment was applied
for this factor. Conversely, Sale 2 is located on Wilcrest, northwest of the
subject. This property is not as directly influenced by the Galleria development
and is considered inferior to the subject in appeal of surrounding development.
Thus, Sale 2 warranted an upward adjustment of 5% due to inferior location in
comparison to the subject. Sales 3 and 4 are located on Westheimer Road and
South Voss Road (at Burgoyne Road), in the immediate subject vicinity. These two
sales are considered similar to the subject in location and were not adjusted.
Sale 5 is located


C97-605                    O'Connor and Associates                      Page 127
<PAGE>

Location - Continued

inside Loop 610, directly across from the Galleria. The immediate area
surrounding Sale 5 is characterized by dense, upscale commercial and retail
development including numerous mid-rise and high-rise office buildings. The
degree and quality of surrounding development is considered superior to the
subject's location, requiring a 10% downward adjustment.

Quality/Appeal

Quality adjustments are warranted when the construction quality of the
comparable sales (including the level of amenities offered) are either inferior
or superior to the subject property and the "curb appeal" of the comparable
sales differ from the subject property. Overall, the subject property is
superior in quality and appeal to Sales 1, 2, and 4 and reasonably similar to
Sales 3 and 5. Sales 1, 2, and 4 were adjusted upward 10%, 5%, and 5%,
respectively for inferior quality/appeal in comparison to the subject.

Age/Condition

This factor adjusts for differences due to incurable physical deterioration.
Newer properties, when compared to the subject property, have accrued less
physical incurable deterioration, while older properties have accrued more
incurable physical deterioration. Discussions with brokers indicated that a
property's physical condition is of utmost importance with investors. A property
may recapture some of its incurable physical


C97-605                    O'Connor and Associates                      Page 128
<PAGE>

Age/Condition - Continued

deterioration if it has been renovated, thus altering its effective age.
Properties that are inferior in this respect receive upward adjustments, while
properties that are superior receive downward adjustments. The subject property
was constructed in 1969-72, appears to be well-maintained, and is considered to
be in good condition. All of the sales are reasonably similar to the subject in
age, being built between 1965 and 1974. With the exception of Sale 1, all of the
sales reasonably similar to the subject in condition and warranted no
adjustments. Sale 1, however, was in only average condition (after curing
deferred maintenance) and was adjusted upward 5%.

Average Unit Size

Generally, projects with a larger average unit size are found to bring a higher
per unit price than projects with smaller average unit size. The assumption is
that larger units cost more, and generally lease for more on a per unit basis.
The subject property has an average unit size of +/-767 SF. Sales 1 through 4
have larger average unit sizes in comparison to the subject property. Thus,
downward adjustments between 5% and 10% each were applied to Sales 1 through 4
for this factor. Sale 5 is similar to the subject in average unit size and was
not adjusted.

Project Size

This would reflect market differences for projects with a varying number of
units. According to area apartment investors, they are relatively indifferent
with respect to


C97-605                    O'Connor and Associates                      Page 129
<PAGE>

Project Size - Continued

project size for properties over 100 units. The subject property contains 1,280
units, more than any of the sales. However, insufficient data was available to
substantiate any difference in price per unit due to a larger number of units.
Sale 1 contains the most units and has the lowest price per unit. However,
although Sale 4 also contains a large number of units (in excess of twice the
units of Sales 2, 3, and 5), Sale 4 reflects a price per unit which is similar
to Sales 2, 3, and 5. Consequently, as no definitive evidence was present which
would indicate an adjustment to price for a large number of units, no adjustment
was applied to the sales.

The grid on the following page details our adjustment process for the comparable
sales.


C97-605                    O'Connor and Associates                      Page 130
<PAGE>

================================================================================
                         Improved Sales Adjustment Grid
================================================================================
                                 1          2         3         4          5    
- --------------------------------------------------------------------------------
Sales Price Per Unit          $24,818    $27,743   $30,704   $30,065    $31,564 
- --------------------------------------------------------------------------------
Property Rights Conveyed        0%         0%         0%        0%         0%   
- --------------------------------------------------------------------------------
Terms of Financing              0%         0%         0%        0%         0%   
- --------------------------------------------------------------------------------
Condition of Sale               0%         0%         0%        0%         0%   
- --------------------------------------------------------------------------------
Market Condition                0%         0%         0%        0%         0%   
- --------------------------------------------------------------------------------
Adjusted Price Per Unit       $24,818    $27,743   $30,704   $30,065    $31,564 
- --------------------------------------------------------------------------------
Location                        -5%        5%         0%        0%        -10%  
- --------------------------------------------------------------------------------
Quality/Appeal                  10%        5%         0%        5%         0%   
- --------------------------------------------------------------------------------
Age/Condition                   5%         0%         0%        0%         0%   
- --------------------------------------------------------------------------------
Average Unit Size               -5%       -10%       -10%      -5%         0%   
- --------------------------------------------------------------------------------
Project Size                    0%         0%         0%        0%         0%   
================================================================================
Overall Adjustment (%)          5%         0%        -10%       0%        -10%  
================================================================================
Indicated Value Per Unit      $26,059    $27,743   $27,634   $30,065    $28,408 
================================================================================

- --------------------------------------------------------------------------------
      SUMMARY OF INDICATED VALUES AFTER ADJUSTMENTS
- --------------------------------------------------------------------------------

                  Indicated Value Range:   $26,059      to     $30,065

                 Median Indicated Value:   $27,743

                   Mean Indicated Value:   $27,982

                        Estimated Value:   $27,750
================================================================================


C97-605                    O'Connor and Associates                      Page 131
<PAGE>

VALUE ESTIMATE - SALES COMPARISON APPROACH - IMPROVED

After adjustment, the sales indicate values ranging from $26,059 to $30,065 per
unit. The mean indicated value is $27,982 per unit and the median value is
$27,743 per unit. The overall value of the subject property is considered to be
near the mean and median indicated values. Thus, we have concluded that the
subject property has an indicated value of $27,750 per unit. The total value
indication for the subject property is estimated as follows:

       ==================================================================
                    "AS IS" VALUE ESTIMATE - PER UNIT METHOD
       ==================================================================
       ==================================================================
         Number of Units                                          1,280

         Multiply by indicated Value Per Unit                   $27,750
                                                                -------

         Indicated "As Is" Value                            $35,520,000
       ==================================================================


C97-605                    O'Connor and Associates                      Page 132
<PAGE>

                                                           Income Approach
<PAGE>

                         INCOME CAPITALIZATION APPROACH

The Income Approach to value is predicated on the assumption that there is a
definite relationship between the amount of income a property will earn and its
value. The theory of the Income Approach is that the value of a property is the
present worth of the net income it will produce during its remaining economic or
productive life. An investor generally would not be justified in paying more for
an investment property (versus speculation) than the value that the net earning
power will support based on an appropriate capitalization of the net income. In
conformity with the principle of substitution, a prudent investor will not pay
more for the right to receive income from a specified property than he would
have to pay for another available investment which would produce income stream
of similar quantity and quality.

The first step in the Income Approach is to estimate the gross income of the
property which is the total income produced by the property if 100 percent
occupied in its current highest and best use. To arrive at this figure an
estimate is made of the "market" rent for the particular property being
appraised. Market rent is that rent which is established from the market.
Estimated gross annual income is not necessarily past or current annual income
or existing rental rates or contract rental. The appraiser must determine
current market rent and compare it with a property's existing rental, leases,
tenant's ability to pay and competitive or comparative space.


C97-605                    O'Connor and Associates                      Page 133
<PAGE>

Current economic, social, and political trends likely to affect the property or
rentals must be considered, all in order to arrive at probable future earnings.
In other words, past and present income are useful and significant only as an
indication in determining expected future income. The income must be considered
and weighted as to the expected quantity, quality and durability. The factors
affecting the quantity of income have been mentioned above. A charge for
potential loss from vacancy and/or collection problems typically must be
considered in arriving at estimated effective annual income. The quality and
durability of income are also weighted in the selection of the proper interest
and capitalization rates and method of converting net income to value.

The next step in the Income Approach is the estimate of expenses to be deducted
from the effective annual income to arrive at estimated net income (before
depreciation). As in analyzing the income, the historical and present expenses
are used only as a tool to arrive at the probable future expenses. Operating and
maintenance expenses of similar properties as well as trends in expenses must be
considered.

The final step in the approach is to establish the technique for conversion of
income to value which is done by establishing a holding period, identifying all
future cash flows, their patterns and relationships to present, selecting an
appropriate interest (discount) rate and capitalization rate for conversion of
future benefits to value by discounting each future annual benefit to present
value.


C97-605                    O'Connor and Associates                      Page 134
<PAGE>

The most important consideration is the risk and comparable rates on other real
estate properties and alternative investments which investors are willing to
accept. Therefore, in the valuation of the subject property by the Income
Approach, the following procedures were followed in order to estimate the value
of the property being appraised:

Estimate Market Rent:

Based on an analysis of similar projects with similar location, amenity and
environmental characteristics.

Estimate Total Gross Income Potential:

Based on estimated market rents supported in the market, plus any ancillary
income.

Estimate Vacancy and Rent Loss:

Based on present occupancy trends for competing properties with similar
location, amenity and environmental influences.

Estimate Annual Operating Expenses:

These costs were based on an analysis of expenses typical of the industry for
similar projects.

Capitalization of Net Income:

Based on capitalization rates typical of the current market (i.e., based on the
overall capitalization rates of recent sales of comparable properties).

The Income Approach to value provides a good estimate when income and expenses
can be reasonably determined in addition to interest and recapture rates. It
applies most reliably when the property is an investment type, when the investor
is purchasing for the income rather than speculation, where the highest and best
use is stable rather than speculative, and where the highest and best use does
not involve an area or property that is in a state of transition.


C97-605                    O'Connor and Associates                      Page 135
<PAGE>

Since the subject property improvements are considered an acceptable use as
improved, and since they are operating at (or above) stabilized rent and
occupancy levels, a direct capitalization approach will be utilized in
estimating the value of the stabilized income stream. Additionally, we have
included a discounted cash flow analysis utilizing a 10-year projection.

Following are detailed sheets of rent comparables within the vicinity of the
subject, utilized in estimating market rent. Their size, lease rates, and
amenities support the viability of the cash flow we have projected for the
holding period. As the subject property contains both separately-metered and
master-metered units, rentals of both types of apartments in the area are
included in the following pages.


C97-605                    O'Connor and Associates                      Page 136
<PAGE>

================================================================================
                     APARTMENT RENTAL COMPARABLE NUMBER ONE
================================================================================

Key Map:                       490-V

Name:                          Place Vendome Apartments

Location:                      7600 High Meadow

Year Built:                    1966       (Substantially renovated 1996)

Construction:                  Two-story, wood frame, brick veneer, pitched
                               shingle roofs

Date Surveyed:                 July 1997

Contact:                       Management Office 713-622-1212

Total No. of Units:            220

Avg. Unit Size (SF):           756

Avg. Mo. Rent (PSF):           $0.71

Occupancy:                     97%


   Units     Type       Size (SF)   Monthly Rent   Rent PSF  Pot. Rent  Tot. SF
   -----     ----       ---------   ------------   --------  ---------  -------

      24   1 BR, 1 BA         561           $465      $0.83    $11,160    13,464

      68   1 BR, 1 BA         623           $485      $0.78    $32,980    42,364

      48   1 BR, 1 BA         670           $505      $0.75    $24,240    32,160

       4   1 BR, 1 BA         738           $515      $0.70     $2,060     2,952

       6   1 BR, 1 BA         882           $595      $0.67     $3,570     5,292

      20  2 BR, 1.5 BA        894           $595      $0.67    $11,900    17,880

      18   2 BR, 1 BA       1,001           $600      $0.60    $10,800    18,018

      26   2 BR, 2 BA       1,036           $665      $0.64    $17,290    26,936

       4  2 BR, 2.5 BA      1,080           $690      $0.64     $2,760     4,320

       2  3 BR, 2.5 BA      1,421           $820      $0.58     $1,640     2,842
       -                    -----           ----      -----     ------     -----

     220                      756           $538      $0.71   $118,400   166,228

================================================================================


C97-605                    O'Connor and Associates                      Page 137
<PAGE>

================================================================================
            RENT COMPARABLE NUMBER ONE: AMENITIES, FEATURES, COMMENTS
================================================================================

              Recreation                           Unit Features
              ----------                           -------------

       2      Pools                                W/D Connections
              Hot Tub                              W/D in Unit
              Sauna                                Fireplaces
              Gazebo                               Wet Bars
              Club House                    X      Ceiling Fans
              Weight/Recreation Room               Self Cleaning Ovens
              Playground                    X      Frost Free Refrigerators
              Picnic Areas                  X      Mini Blinds
                                            X      Smoke Alarms
              Security                      X      Private Patios/Balconies
              --------
       X      Access Gates
       X      Unit Alarms                          Project
                                                   -------
              Courtesy Patrols              X      Covered Parking
              Utilities                            Storage
              ---------
       X      Master Metered                X      On-Site Laundry
              Individual Metered
       X      Cable TV

================================================================================


C97-605                    O'Connor and Associates                      Page 138
<PAGE>

                        PHOTOGRAPH OF RENT COMPARABLE ONE

                                [PHOTO OMITTED]


C97-605                    O'Connor and Associates                      Page 139
<PAGE>

================================================================================
APARTMENT RENTAL COMPARABLE NUMBER TWO
================================================================================

Key Map:                       490-V

Name:                          Oakwood Gardens Apartments

Location:                      2424 South Voss

Year Built:                    1970       (Substantially renovated in 1989)

Construction:                  2-story, wood frame, brick exterior, flat
                               built-up roofs

Date Surveyed:                 July 1997

Contact:                       Management Office - 512-339-4668

Total No. of Units:            810

Avg. Unit Size (SF):           762

Avg. Mo. Rent (PSF):           $0.93

Occupancy:                     95%


   Units     Type       Size (SF)   Monthly Rent  Rent PSF  Pot. Rent   Tot. SF
   -----     ----       ---------   ------------  --------  ---------   -------

     246   Efficiency         500           $530     $1.06   $130,380    123,000

     327   1 BR, 1 BA         750           $690     $0.92   $225,630    245,250

     237   2 BR, 2 BA       1,050           $910     $0.87   $215,670    248,850
     ---                    -----           ----     -----   --------    -------

     810                      762           $706     $0.93   $571,680    617,100

================================================================================


C97-605                    O'Connor and Associates                      Page 140
<PAGE>

================================================================================
RENT COMPARABLE NUMBER TWO: AMENITIES, FEATURES, COMMENTS
================================================================================

              Recreation                           Unit Features
              ----------                           -------------

       3      Pools                                W/D Connections

       X      Hot Tub                              W/D in Unit

              Sauna                         X      Fireplaces

              Gazebo                               Wet Bars

       X      Club House                           Ceiling Fans

       X      Weight/Recreation Room               Self Cleaning Ovens

              Playground                    X      Frost Free Refrigerators

              Picnic Areas                  X      Mini Blinds

       X      Tennis Courts                 X      Smoke Alarms

              Security                      X      Private Patios/Balconies
              --------

       X      Access Gates

              Unit Alarms                          Project
                                                   -------

              Courtesy Patrols              X      Covered Parking

              Utilities                            Storage
              ---------

       X      Master Metered                X      On-Site Laundry

              Individual Metered

       X      Cable TV

================================================================================


C97-605                    O'Connor and Associates                      Page 141
<PAGE>

                        PHOTOGRAPH OF RENT COMPARABLE TWO

                                [PHOTO OMITTED]


C97-605                    O'Connor and Associates                      Page 142
<PAGE>

================================================================================
APARTMENT RENTAL COMPARABLE NUMBER THREE
================================================================================

Key Map:                       490-Z

Name:                          Hillcroft Apartments

Location:                      3737 Hillcroft

Year Built:                    1970       (Substantially renovated in 1995)

Construction:                  Two-story, wood frame, brick and wood veneer,
                               built-up flat roofs

Date Surveyed:                 July 1997

Contact:                       Management Office - 713-977-8477

Total No. of Units:            381

Avg. Unit Size (SF):           734

Avg. Mo. Rent (PSF):           $0.64

Occupancy:                     93%


   Units     Type       Size (SF)   Monthly Rent  Rent PSF  Pot. Rent   Tot. SF
   -----     ----       ---------   ------------  --------  ---------   -------

      98   1 BR, 1 BA         540           $399     $0.74    $39,102     52,920

      98   1 BR, 1 BA         638           $409     $0.64    $40,082     62,524

      16   1 BR, 1 BA         712           $419     $0.59     $6,704     11,392

      24   1 BR, 1 BA         683           $449     $0.66    $10,776     16,392

      20   1 BR, 1 BA         787           $505     $0.64    $10,100     15,740

      24   2 BR, 1 BA         845           $499     $0.59    $11,976     20,280

      24   2 BR, 1 BA         860           $519     $0.60    $12,456     20,640

      20  2 BR, 1.5 BA        938           $575     $0.61    $11,500     18,760

      40   2 BR, 2 BA       1,000           $619     $0.62    $24,760     40,000

       1  2 BR, 1.5 BA      1,080           $645     $0.60       $645      1,080

       8   2 BR, 2 BA       1,200           $715     $0.60     $5,720      9,600

       8   2 BR, 2 BA       1,303           $730     $0.56     $5,840     10,424
       -                    -----           ----     -----     ------     ------

     381                      734           $472     $0.64   $179,661    279,752
================================================================================


C97-605                    O'Connor and Associates                      Page 143
<PAGE>

================================================================================
RENT COMPARABLE NUMBER THREE: AMENITIES, FEATURES, COMMENTS
================================================================================

              Recreation                           Unit Features
              ----------                           -------------

       1      Pools                                W/D Connections

       X      Hot Tub                              W/D in Unit

              Sauna                         X      Fireplaces

              Gazebo                               Wet Bars

              Club House                    X      Ceiling Fans

              Weight/Recreation Room               Self Cleaning Ovens

              Playground                    X      Frost Free Refrigerators

              Picnic Areas                  X      Mini Blinds

                                            X      Smoke Alarms

              Security                      X      Private Patios/Balconies
              --------

       X      Access Gates

              Unit Alarms                          Project
                                                   -------

       X      Courtesy Patrols              X      Covered Parking

              Utilities                            Storage
              ---------

       X      Master Metered                X      On-Site Laundry

              Individual Metered

       X      Cable TV

================================================================================


C97-605                    O'Connor and Associates                      Page 144
<PAGE>

                       PHOTOGRAPH OF RENT COMPARABLE THREE

                                [PHOTO OMITTED]


C97-605                    O'Connor and Associates                      Page 145
<PAGE>

================================================================================
APARTMENT RENTAL COMPARABLE NUMBER FOUR
================================================================================

Key Map:                       491-S

Name:                          Briarwood Apartments

Location:                      2423 Winrock

Year Built:                    1970

Construction:                  Two-story, wood frame, brick veneer, flat
                               built-up roofs

Date Surveyed:                 July 1997

Contact:                       Management Office - 713-781-7313

Total No. of Units:            351

Avg. Unit Size (SF):           867

Avg. Mo. Rent (PSF):           $0.80

Occupancy:                     99%


   Units     Type       Size (SF)   Monthly Rent  Rent PSF  Pot. Rent   Tot. SF
   -----     ----       ---------   ------------  --------  ---------   -------

      36   1 BR, 1 BA         565           $490     $0.87    $17,640     20,340

      66   1 BR, 1 BA         605           $505     $0.83    $33,330     39,930

      12   1 BR, 1 BA         625           $525     $0.84     $6,300      7,500

      39   1 BR, 1 BA         680           $555     $0.82    $21,645     26,520

      18   1 BR, 1 BA         725           $650     $0.90    $11,700     13,050

      13   2 BR, 1 BA         815           $720     $0.88     $9,360     10,595

       8   2 BR, 1 BA         995           $800     $0.80     $6,400      7,960

      77  2 BR, 2.5 BA      1,110           $795     $0.72    $61,215     85,470

      79   2 BR, 2 BA       1,110           $900     $0.81    $71,100     87,690

       3   3 BR, 2 BA       1,800         $1,295     $0.72     $3,885      5,400
       -                    -----         ------     -----     ------      -----

     351                      867           $691     $0.80   $242,575    304,455

================================================================================


C97-605                    O'Connor and Associates                      Page 146
<PAGE>

================================================================================
RENT COMPARABLE NUMBER FOUR: AMENITIES, FEATURES, COMMENTS
================================================================================

              Recreation                           Unit Features
              ----------                           -------------

       4      Pools                         X      W/D Connections

              Hot Tub                              W/D in Unit

              Sauna                         X      Fireplaces

              Gazebo                               Wet Bars

              Club House                    X      Ceiling Fans

              Exercise Room                        Self Cleaning Ovens

              Playground                    X      Frost Free Refrigerators

              Picnic Areas                  X      Mini Blinds

              Tennis Courts                 X      Smoke Alarms

              Security                      X      Private Patios/Balconies
              --------

              Access Gates

              Unit Alarms                          Project
                                                   -------

              Courtesy Patrols              X      Covered Parking

              Utilities                            Storage
              ---------

       X      Master Metered                X      On-Site Laundry

              Individual Metered

       X      Cable TV

================================================================================


C97-605                    O'Connor and Associates                      Page 147
<PAGE>

                       PHOTOGRAPH OF RENT COMPARABLE FOUR

                                [PHOTO OMITTED]


C97-605                    O'Connor and Associates                      Page 148
<PAGE>

================================================================================
APARTMENT RENTAL COMPARABLE NUMBER FIVE
================================================================================

Key Map:                       490-Z

Name:                          Westhill Plaza Apartments

Location:                      3001 Hillcroft

Year Built:                    1969       (Substantially renovated in 1993)

Construction:                  2-story, brick veneer, flat built-up roofs

Date Surveyed:                 July 1997

Contact:                       Management Office - 713-787-0077

Total No. of Units:            160

Avg. Unit Size (SF):           880

Avg. Mo. Rent (PSF):           $0.77

Occupancy:                     94%


          Units     Type       Size (SF)       Monthly Rent  Rent PSF   Tot. SF
          -----     ----       ---------       ------------  --------   -------

            N/A   1 BR, 1 BA         680               $535     $0.79        N/A

            N/A   1 BR, 1 BA         702               $565     $0.80        N/A

            N/A   1 BR, 1 BA         730               $585     $0.80        N/A

            N/A   2 BR, 1 BA         920               $670     $0.73        N/A

            N/A   2 BR, 2 BA       1,101               $715     $0.65        N/A

            N/A   3 BR, 2 BA       1,478               $890     $0.60        N/A
            ---                    -----               ----     -----        ---

            160                      880               $673     $0.77    140,864

================================================================================


C97-605                    O'Connor and Associates                      Page 149
<PAGE>

================================================================================
RENT COMPARABLE NUMBER FIVE: AMENITIES, FEATURES, COMMENTS
================================================================================

              Recreation                           Unit Features
              ----------                           -------------

       2      Pools                                W/D Connections

              Hot Tub                       X      W/D in Unit

              Sauna                                Fireplaces

              Gazebo                               Wet Bars

       X      Club House                    X      Ceiling Fans

       X      Weight/Recreation Room               Self Cleaning Ovens

              Playground                    X      Frost Free Refrigerators, 
                                                   with icemaker

              Picnic Areas                  X      Mini Blinds

                                            X      Smoke Alarms

              Security                      X      Private Patios/Balconies
              --------

       X      Access Gates

              Unit Alarms                          Project
                                                   -------

              Courtesy Patrols              X      Covered Parking

              Utilities                            Storage
              ---------

              Master Metered                       On-Site Laundry

       X      Individual Metered

       X      Cable TV

================================================================================


C97-605                    O'Connor and Associates                      Page 150
<PAGE>

                       PHOTOGRAPH OF RENT COMPARABLE FIVE

                                [PHOTO OMITTED]


C97-605                    O'Connor and Associates                      Page 151
<PAGE>

================================================================================
APARTMENT RENTAL COMPARABLE NUMBER SIX
================================================================================

Key Map:                       490-Y

Name:                          Richmond Chase Apartments

Location:                      8155 Richmond Avenue

Year Built:                    1976       (Substantially renovated in 1990)

Construction:                  Two-story, wood frame, brick and wood veneer,
                               built-up flat roofs

Date Surveyed:                 July 1997

Contact:                       Management Office - 713-974-2099

Total No. of Units:            292

Avg. Unit Size (SF):           790

Avg. Mo. Rent (PSF):           $0.69

Occupancy:                     96%


   Units     Type       Size (SF)   Monthly Rent  Rent PSF  Pot. Rent   Tot. SF
   -----     ----       ---------   ------------  --------  ---------   -------

      32   0 BR, 1 BA         576           $425     $0.74    $13,600     18,432

      56   1 BR, 1 BA         623           $475     $0.76    $26,600     34,888

      16   1 BR, 1 BA         676           $495     $0.73     $7,920     10,816

      10   1 BR, 1 BA         730           $535     $0.73     $5,350      7,300

      11   1 BR, 1 BA         738           $535     $0.72     $5,885      8,118

      15   1 BR, 1 BA         812           $535     $0.66     $8,025     12,180

      16  1 BR, 1.5 BA        891           $575     $0.65     $9,200     14,256

     136   2 BR, 2 BA         917           $615     $0.67    $83,640    124,712
     ---                      ---           ----     -----    -------    -------

     292                      790           $549     $0.69   $160,220    230,702
================================================================================


C97-605                    O'Connor and Associates                      Page 152
<PAGE>

================================================================================
RENT COMPARABLE NUMBER SIX: AMENITIES, FEATURES, COMMENTS
================================================================================

              Recreation                           Unit Features
              ----------                           -------------

       2      Pools                         X      W/D Connections

       X      Hot Tub                              W/D in Unit

              Sauna                         X      Fireplaces

              Gazebo                               Wet Bars

              Club House                    X      Ceiling Fans

       X      Weight/Recreation Room               Self Cleaning Ovens

              Playground                    X      Frost Free Refrigerators

              Picnic Areas                  X      Mini Blinds

                                            X      Smoke Alarms

              Security                      X      Private Patios/Balconies
              --------

       X      Access Gates

              Unit Alarms                          Project
                                                   -------

       X      Courtesy Patrols                     Covered Parking

              Utilities                            Storage
              ---------

              Master Metered                X      On-Site Laundry

       X      Individual Metered

       X      Cable TV

================================================================================


C97-605                    O'Connor and Associates                      Page 153
<PAGE>

                        PHOTOGRAPH OF RENT COMPARABLE SIX

                                [PHOTO OMITTED]


C97-605                    O'Connor and Associates                      Page 154
<PAGE>

================================================================================
APARTMENT RENTAL COMPARABLE NUMBER SEVEN
================================================================================

Key Map:                       490-V

Name:                          7979 Westheimer Apartments

Location:                      7979 Westheimer

Year Built:                    1973

Construction:                  Two-story, wood frame, brick veneer, composition
                               shingle roofs

Date Surveyed:                 July 1997

Contact:                       Management Office - 713-789-7979

Total No. of Units:            459

Avg. Unit Size (SF):           875

Avg. Mo. Rent (PSF):           $0.73

Occupancy:                     97%


   Units     Type       Size (SF)   Monthly Rent  Rent PSF  Pot. Rent   Tot. SF
   -----     ----       ---------   ------------  --------  ---------   -------

     206   1 BR, 1 BA         614           $507     $0.83   $104,442    126,484

      48   1 BR, 1 BA         748           $540     $0.72    $25,920     35,904

      12  2 BR, 1.5 BA        914           $685     $0.75     $8,220     10,968

      24   2 BR, 1 BA         923           $699     $0.76    $16,776     22,152

      12   2 BR, 2 BA         928           $725     $0.78     $8,700     11,136

      21   2 BR, 2 BA       1,075           $750     $0.70    $15,750     22,575

     120   2 BR, 2 BA       1,212           $790     $0.65    $94,800    145,440

      16   3 BR, 3 BA       1,682         $1,195     $0.71    $19,120     26,912
      --                    -----         ------     -----    -------     ------

     459                      875           $640     $0.73   $293,728    401,571

================================================================================


C97-605                    O'Connor and Associates                      Page 155
<PAGE>

================================================================================
RENT COMPARABLE NUMBER SEVEN: AMENITIES, FEATURES, COMMENTS
================================================================================

              Recreation                           Unit Features
              ----------                           -------------

       6      Pools                         X      W/D Connections

              Hot Tub                              W/D in Unit

              Sauna                         X      Fireplaces

              Gazebo                               Wet Bars

       X      Club House                    X      Ceiling Fans

       X      Exercise Room                        Self Cleaning Ovens

              Playground                    X      Frost Free Refrigerators

              Picnic Areas                  X      Mini Blinds

              Tennis Courts                 X      Smoke Alarms

              Security                      X      Private Patios/Balconies
              --------

       X      Access Gates

              Unit Alarms                          Project
                                                   -------

              Courtesy Patrols                     Covered Parking

              Utilities                            Storage
              ---------

              Master Metered                X      On-Site Laundry

       X      Individual Metered

       X      Cable TV

================================================================================


C97-605                    O'Connor and Associates                      Page 156
<PAGE>

                       PHOTOGRAPH OF RENT COMPARABLE SEVEN

                                [PHOTO OMITTED]


C97-605                    O'Connor and Associates                      Page 157
<PAGE>

================================================================================
APARTMENT RENTAL COMPARABLE NUMBER EIGHT
================================================================================

Key Map:                       490-U

Name:                          Rolido Parque Apartments

Location:                      2801 Rolido

Year Built:                    1977

Construction:                  Three-story, wood frame, brick veneer, flat
                               built-up roofs

Date Surveyed:                 July 1997

Contact:                       Management Office - 713-784-3480

Total No. of Units:            372

Avg. Unit Size (SF):           720

Avg. Mo. Rent (PSF):           $0.72

Occupancy:                     97%


    Units     Type       Size (SF)   Monthly Rent  Rent PSF  Pot. Rent   Tot. SF
    -----     ----       ---------   ------------  --------  ---------   -------

       80   1 BR, 1 BA         585           $450     $0.77    $36,000    46,800

      114   1 BR, 1 BA         620           $460     $0.74    $52,440    70,680

       96   1 BR, 1 BA         660           $470     $0.71    $45,120    63,360

        8   2 BR, 2 BA         930           $660     $0.71     $5,280     7,440

       32   2 BR, 2 BA         996           $710     $0.71    $22,720    31,872

       21   2 BR, 2 BA       1,012           $705     $0.70    $14,805    21,252

       21   2 BR, 2 BA       1,260           $785     $0.62    $16,485    26,460
       --                    -----           ----     -----    -------    ------

      372                      720           $518     $0.72   $192,850   267,864

================================================================================


C97-605                    O'Connor and Associates                      Page 158
<PAGE>

================================================================================
RENT COMPARABLE NUMBER EIGHT: AMENITIES, FEATURES, COMMENTS
================================================================================

              Recreation                           Unit Features
              ----------                           -------------

       2      Pools                         X      W/D Connections

       X      Hot Tub                              W/D in Unit

              Sauna                                Fireplaces

              Gazebo                               Wet Bars

       X      Club House                    X      Ceiling Fans

       X      Exercise Room                        Self Cleaning Ovens

              Playground                    X      Frost Free Refrigerators

              Picnic Areas                  X      Mini Blinds

       X      Tennis Courts                 X      Smoke Alarms

              Security                      X      Private Patios/Balconies
              --------

       X      Access Gates

              Unit Alarms                          Project
                                                   -------

              Courtesy Patrols              X      Covered Parking

              Utilities                            Storage
              ---------

              Master Metered                X      On-Site Laundry

       X      Individual Metered

       X      Cable TV

================================================================================


C97-605                    O'Connor and Associates                      Page 159
<PAGE>

                           PHOTOGRAPH OF RENT COMPARABLE EIGHT

                                [PHOTO OMITTED]


C97-605                    O'Connor and Associates                      Page 160
<PAGE>

                             COMPARABLE RENTAL MAP

                                 [MAP OMITTED]
<PAGE>

ESTIMATE OF MARKET RENT

Summary and Analysis of Rent Comparables

In order to estimate market rent for the subject, it was necessary to examine
and analyze current rents from projects with which the subject will be in
competition. All of the projects surveyed are in the immediate area of the
subject, and are considered representative of the subject's competition within
this market area. The following chart summarizes the rent comparables:

================================================================================
                          SUMMARY OF RENT COMPARABLES
================================================================================
                                     No.     Total    Avg. Unit        Avg. Mo
No.     Project Name                Units    SF NRA    Size SF   Occ.  Rent PSF
- --------------------------------------------------------------------------------
        Master-Metered Projects
- --------------------------------------------------------------------------------
 1      Place Vendome Apartments       220   166,228     756     97%     $0.71
- --------------------------------------------------------------------------------
 2      Oakwood Gardens Apartments     810   617,100     762     95%     $0.93
- --------------------------------------------------------------------------------
 3      Hillcroft Apartments           381   279,752     734     93%     $0.64
- --------------------------------------------------------------------------------
 4      Briarwood Apartments           351   304,455     867     99%     $0.80
- --------------------------------------------------------------------------------
        Separately-Metered Projects
- --------------------------------------------------------------------------------
 5      Westhill Plaza Apartments      160   140,864     880     94%     $0.77
- --------------------------------------------------------------------------------
 6      Richmond Chase Apartments      292   230,702     790     96%     $0.69
- --------------------------------------------------------------------------------
 7      7979 Westheimer                459   401,571     875     97%     $0.73
- --------------------------------------------------------------------------------
 8      Rolido Parque Apartments       372   267,864     720     97%     $0.72
================================================================================

The comparable apartment projects surveyed range in size from 160 units to 810
units, with average rents ranging from $0.64 PSF/month to $0.93 PSF/month for
master-metered projects and $0.69 PSF/month to $0.77 PSF/month for
separately-metered projects. The average unit sizes range from 720 square feet
to 880 square feet. The subject property has an average unit size of +/-767
square feet.


C97-605                    O'Connor and Associates                      Page 161
<PAGE>

Typically master-metered properties receive a higher rental rate per square foot
than do their counterparts. However, in the subject's market area, based on a
survey of 124 complexes by Apartment Data Services, Inc., the variance is less
than 1 cent per square foot. This, in part, is due to the wide variety of
complexes available. The traits of the complexes range from Class "A" projects,
being newly constructed properties with amenities such as garages, TV monitored
grounds, guards at the entrances gate, etc., to Class "D" properties, in poor
condition and offering few or no amenities. The above comparable rentals
indicate a +/-3 cent higher overall average rental rate for master-metered
projects in comparison to separately-metered projects.

All of the rentals are considered direct competitors for the subject property.
The subject and the comparable rentals are considered to be Class "B"
properties, all of reasonably comparable age, curb appeal, and tenant mixes. All
of these properties have similar tenant mixes, being of no particular employer
concentration with the many of the tenants working in the Galleria area or along
the Richmond "Strip," an area of concentration of nightclubs and restaurants.
The subject property is considered superior to all of the comparable rentals in
level of amenities. In addition to the amenities found at the majority of the
competition such as pools, access gates, cable TV availability, ceiling fans,
covered parking (master-metered units), private balcony\patio, and laundry
facilities, the subject property offers tennis courts (with free lessons), dry
cleaning services, and a large clubhouse with a computer room, mini-theatre,
exercise room, and aerobics classes.


C97-605                    O'Connor and Associates                      Page 162
<PAGE>

Each of the projects surveyed was inspected and the reported rents analyzed in
an effort to determine prevalent trends and tenant preferences. Factors
considered to exhibit significant influence on rent levels in this market are
discussed as follows:

      Location: Generally the multifamily projects located along or in close
      proximity to major roadways were found to receive higher unit rents than
      those situated along lesser secondary roads. Ease of access appears to be
      a major tenant concern.

      Project Style/Design: Conversations with owners and on-site managers
      indicate that "curb appeal" is a major marketing feature. Although all of
      the projects included in our survey are garden style developments,
      differences in building design, site layout and landscaped areas are
      judged to influence potential tenants.

      Age/Condition: Tenant motivation in regard to these factors are often
      directed at the attractiveness of a project. As a result newer projects,
      which have experienced less deterioration due to time, tend to bring a
      higher rent level than older projects. It should be noted, however, that
      the influence of age can be mitigated somewhat by long term maintenance
      and/or renovation. Therefore, while age is an important factor, it is our
      opinion that tenants place greater emphasis on condition.


C97-605                    O'Connor and Associates                      Page 163
<PAGE>

      Project Amenities: The amenities offered by the various projects surveyed
      varied. Swimming pools, laundry rooms and adequate parking are considered
      to be typical for this market. Projects offering more amenities generally
      utilize them as incentives in their marketing program and generally have
      higher rent levels. Examples of these type amenities include additional
      recreational features, fitness/weight rooms, covered carport parking and
      clubhouses.

      Unit Size/Type: The square footage of the individual units was found to
      generate some influence on per unit rent levels in this market, due
      primarily to the economy of size (higher per unit rent; lower per square
      foot rent). However, it was generally found that tenants appear to place
      greater emphasis on the type of unit (number of bedrooms and baths). One,
      two, and three bedrooms are typical throughout the market. Typically the
      greater the number of bedrooms, the higher the per unit rent.

      Unit Amenities: Unit finish was found to have significant influence on
      rent levels. Generally projects offering modern kitchen packages, energy
      efficient items (ceiling fans, etc.), fireplaces, and washer dryer
      connections can realize higher rent levels than those with lesser finish.
      Cable television service is often used as a promotional marketing tool,
      although we could not quantify a direct positive influence of this factor
      in regard to rent levels.


C97-605                    O'Connor and Associates                      Page 164
<PAGE>

Utilities: The subject property contains both separately-metered and
master-metered (for electricity) units.

In consideration of these factors, a comparison of each of the subject unit
types was made to comparable units in the apartment projects surveyed. This
analysis was useful in arriving at an estimate of monthly market rent for each
unit type. Just last month (June, 1997), street rents at the subject property
were increased. Given the subject's 99% occupancy, level of amenities offered,
and strong occupancies at comparable properties, an increase in rents for new
tenants is considered justified and sustainable. The procedure used in this
analysis is illustrated on the following pages.


C97-605                    O'Connor and Associates                      Page 165
<PAGE>

SUBJECT - Small Master-Metered 1BR/1BA Units (615 square feet)

The subject has 160 one bedroom/ one bath units, containing 615 square feet. The
following is a recap of the units from the comparables considered most similar
to the subject units:

================================================================================
                 SUMMARY OF SMALL ONE BEDROOM RENT COMPARABLES
================================================================================
  Comparable      Unit Size (SF)          Monthly Rent          Monthly Rent Per
                                                                   Square Foot
- --------------------------------------------------------------------------------
       1                623                   $485                    $0.78
- --------------------------------------------------------------------------------
       3                638                   $409                    $0.64
- --------------------------------------------------------------------------------
       3                683                   $449                    $0.66
- --------------------------------------------------------------------------------
       4                605                   $505                    $0.83
- --------------------------------------------------------------------------------
       4                625                   $525                    $0.84
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
    Subject             615                   $550                    $0.89
================================================================================

The current asking rental rate for the subject property exceeds its competitors.
However, as previously indicated, the subject property offers an amenity package
which is superior to the comparable rentals. Therefore, a rental rate on the
upper end of the range appears reasonable. Based on a review of the most recent
actual leases at the subject property (see rent roll in addenda), rents of $525
per month are being achieved. Based upon a comparison to the above comparable
rentals, with consideration given for age, location, appeal, condition and
amenities, $525 per month ($0.85 per square foot) for the market rent of the 615
square foot unit appears appropriate and has been uitlized in our analysis.


C97-605                    O'Connor and Associates                      Page 166
<PAGE>

SUBJECT - Large Master-Metered 1BR/1BA Units (720 - 798 square feet)

The subject contains 166 units containing 720 square feet, 232 units containing
736 square feet, and 80 units containing 798 square feet. The following is a
recap of the units from the comparables considered most similar to the subject
units:

================================================================================
                      SUMMARY OF LARGE 1BR/1BA COMPARABLES
================================================================================
  Comparable       Unit Size (SF)         Monthly Rent         Monthly Rent Per
                                                                  Square Foot
- --------------------------------------------------------------------------------
       1                 738                  $515                   $0.70
- --------------------------------------------------------------------------------
       2                 750                  $690                   $0.92
- --------------------------------------------------------------------------------
       3                 712                  $419                   $0.59
- --------------------------------------------------------------------------------
       3                 787                  $505                   $0.64
- --------------------------------------------------------------------------------
       4                 680                  $555                   $0.82
- --------------------------------------------------------------------------------
       4                 725                  $650                   $0.90
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
    Subject              720                  $575                   $0.80
- --------------------------------------------------------------------------------
    Subject              736                  $590                   $0.80
- --------------------------------------------------------------------------------
    Subject              798                  $620                   $0.78
================================================================================

The current asking rental rates for the subject units are on the upper end of
the rental range. However, as previously indicated, the subject property offers
an amenity package which is superior to the comparable rentals. Therefore, a
rental rate on the upper end of the range appears reasonable. Based on a review
of the most recent actual leases at the subject property (see rent roll in
addenda), rents of $525 - $550 per month are being achieved on the 720 SF units,
$565 - $580 on the 736 SF units, and $595 - $620 on the 798 units. Based upon a
comparison to the above comparable rental units, with consideration given for
unit size, age, location, appeal, condition and amenities, $540 per month ($0.75
PSF) market rent for the 720 SF units, $565 per month ($0.77 PSF) market rent
for the 736 SF units, and $600 per month ($0.75 PSF) market rent for the 798 SF
units appears appropriate and has been utilized in our analysis.


C97-605                    O'Connor and Associates                      Page 167
<PAGE>

SUBJECT - Small Master-Metered 2BR/1BA Units (928 - 936 square feet)

The subject has 52 units containing 928 square feet and 64 units containing 936
square feet. The following is a recap of the units from the comparables
considered most similar to the subject units:

================================================================================
                      SUMMARY OF SMALL 2BR/1BA COMPARABLES
================================================================================
  Comparable      Unit Size (SF)          Monthly Rent          Monthly Rent Per
                                                                   Square Foot
- --------------------------------------------------------------------------------
       1               1,001                  $600                    $0.60
- --------------------------------------------------------------------------------
       3                860                   $519                    $0.60
- --------------------------------------------------------------------------------
       3                938                   $575                    $0.61
- --------------------------------------------------------------------------------
       4                995                   $800                    $0.80
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
    Subject             928                   $690                    $0.74
- --------------------------------------------------------------------------------
    Subject             936                   $716                    $0.76
================================================================================
The above 938 SF unit is a 2BR/1.5 BA floorplan

The current asking rental rates for the subject units are on the upper end of
the rental range. However, as previously indicated, the subject property offers
an amenity package which is superior to the comparable rentals. Therefore, a
rental rate on the upper end of the range appears reasonable. Based on a review
of the most recent actual leases at the subject property (see rent roll in
addenda), rents of $660 - $680 per month for the 928 SF units and $685 - $720
per month for the 936 SF units are being achieved. Based upon a comparison to
the above comparable rentals, with consideration given for age, location,
appeal, condition and amenities, $665 per month ($0.72 per square foot) for the
market rent of the 928 SF units, and $690 per month ($0.74 per square foot)
market rent for the 936 SF units appears appropriate and has been uitlized in
our analysis.


C97-605                    O'Connor and Associates                      Page 168
<PAGE>

SUBJECT - Large Master-Metered 2BR/1BA Units (960 - 966 square feet)

The subject has 32 units containing 960 square feet and 32 units containing 966
square feet. The following is a recap of the units from the comparables
considered most similar to the subject units:

================================================================================
                         SUMMARY OF 2BR/1BA COMPARABLES
================================================================================
  Comparable     Unit Size (SF)          Monthly Rent           Monthly Rent Per
                                                                   Square Foot
- --------------------------------------------------------------------------------
       1              1,001                  $600                     $0.60
- --------------------------------------------------------------------------------
       3               938                   $575                     $0.61
- --------------------------------------------------------------------------------
       3              1,080                  $645                     $0.60
- --------------------------------------------------------------------------------
       4               995                   $800                     $0.80
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
    Subject            960                   $735                     $0.77
- --------------------------------------------------------------------------------
    Subject            966                   $745                     $0.77
================================================================================
The above 938 SF & 1,080 SF units are 2BR/1.5 BA floorplans

The current asking rental rates for the subject units are on the upper end of
the rental range. However, as previously indicated, the subject property offers
an amenity package which is superior to the comparable rentals. Therefore, a
rental rate on the upper end of the range appears reasonable. Based on a review
of the most recent actual leases at the subject property (see rent roll in
addenda), rents of $705 - $735 per month for the 960 SF units and $705 - $725
per month for the 966 SF units are being achieved. Based upon a comparison to
the above comparable rentals, with consideration given for age, location,
appeal, condition and amenities, $710 per month ($0.74 per square foot) for the
market rent of the 960 SF units, and $715 per month ($0.74 per square foot)
market rent for the 966 SF units appears appropriate and has been uitlized in
our analysis.


C97-605                    O'Connor and Associates                      Page 169
<PAGE>

SUBJECT - Small Master-Metered 2BR/2BA Units (1,008 - 1,050 square feet)

The subject has 68 units containing 1,008 square feet and 16 units containing
1,050 square feet. The following is a recap of the units from the comparables
considered most similar to the subject units:

================================================================================
                      SUMMARY OF SMALL 2BR/2BA COMPARABLES
================================================================================
  Comparable       Unit Size (SF)         Monthly Rent          Monthly Rent Per
                                                                   Square Foot
- --------------------------------------------------------------------------------
       1                1,036                 $665                    $0.64
- --------------------------------------------------------------------------------
       2                1,050                 $910                    $0.87
- --------------------------------------------------------------------------------
       3                1,000                 $619                    $0.62
- --------------------------------------------------------------------------------
       4                1,110                 $900                    $0.81
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
    Subject             1,008                 $780                    $0.77
- --------------------------------------------------------------------------------
    Subject             1,050                 $820                    $0.78
================================================================================

The current asking rental rates for the subject units are on the upper end of
the rental range. However, as previously indicated, the subject property offers
an amenity package which is superior to the comparable rentals. Therefore, a
rental rate on the upper end of the range appears reasonable. Based on a review
of the most recent actual leases at the subject property (see rent roll in
addenda), rents of $760 per month for the 1,008 SF units and $780 - $800 per
month for the 1,050 SF units are being achieved. Based upon a comparison to the
above comparable rentals, with consideration given for age, location, appeal,
condition and amenities, $760 per month ($0.75 per square foot) for the market
rent of the 1,008 SF units, and $780 per month ($0.74 per square foot) market
rent for the 1,050 SF units appears appropriate and has been uitlized in our
analysis.


C97-605                    O'Connor and Associates                      Page 170
<PAGE>

SUBJECT - Large Master-Metered 2BR/2BA Units (1,120 - 1,240 square feet)

The subject has 32 units containing 1,120 square feet and 16 units containing
1,240 square feet. The following is a recap of the units from the comparables
considered most similar to the subject units:

================================================================================
                         SUMMARY OF 2BR/2BA COMPARABLES
================================================================================
  Comparable       Unit Size (SF)         Monthly Rent          Monthly Rent Per
                                                                   Square Foot
- --------------------------------------------------------------------------------
       1                1,036                 $665                    $0.64
- --------------------------------------------------------------------------------
       2                1,050                 $910                    $0.87
- --------------------------------------------------------------------------------
       3                1,200                 $715                    $0.60
- --------------------------------------------------------------------------------
       3                1,303                 $730                    $0.56
- --------------------------------------------------------------------------------
       4                1,110                 $900                    $0.81
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
    Subject             1,120                 $850                    $0.76
- --------------------------------------------------------------------------------
    Subject             1,240                 $930                    $0.75
================================================================================

The current asking rental rates for the subject units are on the upper end of
the rental range. However, as previously indicated, the subject property offers
an amenity package which is superior to the comparable rentals. Therefore, a
rental rate on the upper end of the range appears reasonable. Based on a review
of the most recent actual leases at the subject property (see rent roll in
addenda), rents of $830 per month for the 1,120 SF units and $890 per month for
the 1,240SF units are being achieved. Based upon a comparison to the above
comparable rentals, with consideration given for age, location, appeal,
condition and amenities, $830 per month ($0.74 per square foot) for the market
rent of the 1,120 SF units, and $890 per month ($0.72 per square foot) market
rent for the 1,240 SF units appears appropriate and has been uitlized in our
analysis.


C97-605                    O'Connor and Associates                      Page 171
<PAGE>

SUBJECT - Small Separately-Metered 1BR/1BA Unit (615 square feet)

The subject has 288 units containing 615 square feet. The following is a recap
of the units from the comparables considered most similar to the subject units:

================================================================================
                      SUMMARY OF SMALL 1BR/1BA COMPARABLES
================================================================================
  Comparable       Unit Size (SF)         Monthly Rent          Monthly Rent Per
                                                                   Square Foot
- --------------------------------------------------------------------------------
       6                 623                  $475                    $0.76
- --------------------------------------------------------------------------------
       6                 676                  $495                    $0.73
- --------------------------------------------------------------------------------
       7                 614                  $507                    $0.83
- --------------------------------------------------------------------------------
       8                 585                  $450                    $0.77
- --------------------------------------------------------------------------------
       8                 620                  $460                    $0.74
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
    Subject              615               $475-$485                  $0.78
================================================================================

The current asking rental rate for the subject property is on the upper end of
the rental range. However, as previously indicated, the subject property offers
an amenity package which is superior to the comparable rentals. Therefore, a
rental rate on the upper end of the range appears reasonable. Based on a review
of the most recent actual leases at the subject property (see rent roll in
addenda), rents of $450 - $485 per month for the 615 SF units are being
achieved. Based upon a comparison to the above comparable rentals, with
consideration given for age, location, appeal, condition and amenities, $470 per
month ($0.76 per square foot) for the market rent of the 615 SF units appears
appropriate and has been uitlized in our analysis.


C97-605                    O'Connor and Associates                      Page 172
<PAGE>

SUBJECT - Large Separately-Metered 1BR/1BA Units (722 - 752 square feet)

The subject has 1 unit containing 722 square feet, 2 units containing 728 square
feet, and 1 unit containing 752 square feet. The following is a recap of the
units from the comparables considered most similar to the subject units:

================================================================================
                         SUMMARY OF 1BR/1BA COMPARABLES
================================================================================
  Comparable       Unit Size (SF)         Monthly Rent          Monthly Rent Per
                                                                   Square Foot
- --------------------------------------------------------------------------------
       5                 730                  $585                    $0.80
- --------------------------------------------------------------------------------
       6                 730                  $535                    $0.73
- --------------------------------------------------------------------------------
       6                 738                  $535                    $0.72
- --------------------------------------------------------------------------------
       7                 748                  $540                    $0.72
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
    Subject              722                  $505                    $0.70
- --------------------------------------------------------------------------------
    Subject              728                  $510                    $0.70
- --------------------------------------------------------------------------------
    Subject              752                  $525                    $0.70
================================================================================

The current asking rental rates for the subject units are slightly below the
rental range. Given the level of amenities and overall appeal of the subject, a
rental rate on the upper end of the range is considered appropriate. Based upon
a comparison to the above comparable rentals, with consideration given for age,
location, appeal, condition and amenities, $535 per month ($0.74 per square
foot) for the market rent of the 722 SF and 728 SF units, and $555 per month
($0.72 per square foot) market rent for the 752 SF units appears appropriate and
has been uitlized in our analysis.


C97-605                    O'Connor and Associates                      Page 173
<PAGE>

SUBJECT - Very Large Separately-Metered 1BR/1BA Units (822 - 890 square feet)

The subject has 1 unit containing 822 square feet, 1 unit containing 885 square
feet, and 1 unit containing 890 square feet. The following is a recap of the
units from the comparables considered most similar to the subject units:

================================================================================
                         SUMMARY OF 1BR/1BA COMPARABLES
================================================================================
  Comparable       Unit Size (SF)        Monthly Rent           Monthly Rent Per
                                                                   Square Foot
- --------------------------------------------------------------------------------
       6                 812                 $535                     $0.66
- --------------------------------------------------------------------------------
       6                 891                 $575                     $0.65
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
    Subject              822                 $575                     $0.70
- --------------------------------------------------------------------------------
    Subject              885                 $575                     $0.65
- --------------------------------------------------------------------------------
    Subject              890                 $625                     $0.70
================================================================================
The above 891 SF unit is a 1BR/1.5 BA floorplan

Rental Six is the only comparable which offers a floorplan similar to the
subject's 822 SF, 885 SF, and 890 SF units. Based on the level of amenities and
overall appeal of the subject, a market rental rate on the upper end of the
range is considered appropriate. Based upon a comparison to the above comparable
rentals, with consideration given for age, location, appeal, condition and
amenities, $560 per month ($0.68 per square foot) for the market rent of the 822
SF unit, $575 per month ($0.65 per square foot) for the market rent of the 885
SF unit, and $625 per month ($0.70 per square foot) market rent for the 890 SF
units appears appropriate and has been uitlized in our analysis.


C97-605                    O'Connor and Associates                      Page 174
<PAGE>

SUBJECT - Separately-Metered 2BR/2BA Units (1,000 - 1,168 square feet)

The subject has 1 unit containing 1,000 square feet, 1 unit containing 1,108
square feet, 1 unit containing 1,168 square feet, and 32 units containing 1,008
square feet. The following is a recap of the units from the comparables
considered most similar to the subject units:

================================================================================
                         SUMMARY OF 2BR/2BA COMPARABLES
================================================================================
  Comparable       Unit Size (SF)         Monthly Rent          Monthly Rent Per
                                                                   Square Foot
- --------------------------------------------------------------------------------
       5                1,101                 $715                    $0.65
- --------------------------------------------------------------------------------
       7                1,075                 $750                    $0.70
- --------------------------------------------------------------------------------
       7                1,212                 $790                    $0.65
- --------------------------------------------------------------------------------
       8                1,012                 $705                    $0.70
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
    Subject             1,000                 $700                    $0.70
- --------------------------------------------------------------------------------
    Subject             1,008                 $702                    $0.70
- --------------------------------------------------------------------------------
    Subject             1,108                 $775                    $0.70
- --------------------------------------------------------------------------------
    Subject             1,168                 $775                    $0.66
================================================================================

The current asking rental rates for the subject units are on the upper end of
the rental range. However, as previously indicated, the subject property offers
an amenity package which is superior to the comparable rentals. Therefore, a
rental rate on the upper end of the range appears reasonable. Based on a review
of the most recent actual leases at the subject property (see rent roll in
addenda), rents of $700 per month for the 1,000 SF unit, $665 - $690 per month
for the 1,008 units, $775 per month for the 1,108 unit, and


C97-605                    O'Connor and Associates                      Page 175
<PAGE>

SUBJECT - Separately-Metered 2BR/2BA Units (1,000 - 1,168 square feet)

$700 per month for the 1,168 SF unit are being achieved. Based upon a comparison
to the above comparable rentals, with consideration given for age, location,
appeal, condition and amenities, $700 per month ($0.70 per square foot) for the
market rent of the 1,000 SF unit, $680 per month ($0.67 per square foot) for the
market rent of the 1,008 SF units, $775 per month ($0.70 per square foot) for
the market rent of the 1,108 SF unit, and $775 per month ($0.66 per square foot)
market rent for the 1,168 SF units appears appropriate and has been utilized in
our analysis.


C97-605                    O'Connor and Associates                      Page 176
<PAGE>

Ancillary Income

Miscellaneous income generated $189,944 for the subject property in 1996 and
$198,710 in 1995, according to the income statements provided. Additionally,
miscellaneous income through June 1997, plus 1997 budget numbers total $180,578.
These receipts indicate totals of $12.34, $12.94, and $11.76 per unit per month,
respectively, on an "as occupied" basis (effective gross income). The 1996
Institute of Real Estate Management publication, Income/Expense Analysis:
Conventional Apartments, reported the average ancillary income per unit per
month for garden style apartments in the Houston area to be $13.66.

Based on the subject's historical levels, a stabilized gross miscellaneous
income of $13.20 per month per unit, or $16,896 per month, say $202,752 per
year, is considered reasonable. This estimate is the gross ancillary income
before deduction for vacancy and collection loss. Typically, a third party
provides the laundry equipment and splits the revenue with the subject project,
and this is considered the primary source of this income along with security
deposit forfeitures and application fees.


C97-605                    O'Connor and Associates                      Page 177
<PAGE>

POTENTIAL GROSS INCOME

Based on the comparable rentals, stabilized potential gross income for the
subject project is estimated as follows:

================================================================================
                  CALCULATION OF ANNUAL POTENTIAL GROSS INCOME
- --------------------------------------------------------------------------------
    Unit Type       Number    Unit    Rentable     Monthly     Rent/SF  Pot Rent
                   of Units   Size      Area        Rent

   1 BR / 1 BA        160      615     98,400       $525         $0.85   $84,000

   1 BR / 1 BA        166      720     119,520      $540         $0.75   $89,640

   1 BR / 1 BA        232      736     170,752      $565         $0.77  $131,080

   1 BR / 1 BA        80       798     63,840       $600         $0.75   $48,000

   2 BR / 1 BA        52       928     48,256       $665         $0.72   $34,580

   2 BR / 1 BA        64       936     59,904       $690         $0.74   $44,160

   2 BR / 1 BA        32       960     30,720       $710         $0.74   $22,720

   2 BR / 1 BA        32       966     30,912       $715         $0.74   $22,880

   2 BR / 2 BA        68      1,008    68,544       $760         $0.75   $51,680

   2 BR / 2 BA        16      1,050    16,800       $780         $0.74   $12,480

   2 BR / 2 BA        32      1,120    35,840       $830         $0.74   $26,560

   2 BR / 2 BA        16      1,240    19,840       $890         $0.72   $14,240

   1 BR / 1 BA        288      615     177,120      $470         $0.76  $135,360

   1 BR / 1 BA         1       722       722        $535         $0.74      $535

   1 BR / 1 BA         2       728      1,456       $535         $0.73    $1,070

   1 BR / 1 BA         1       752       752        $555         $0.74      $555

   1 BR / 1 BA         1       822       822        $560         $0.68      $560

   1 BR / 1 BA         1       885       885        $575         $0.65      $575

   1 BR / 1 BA         1       890       890        $625         $0.70      $625

   2 BR / 2 BA         1      1,000     1,000       $700         $0.70      $700

   2 BR / 2 BA         1      1,108     1,108       $775         $0.70      $775


C97-605                    O'Connor and Associates                      Page 178
<PAGE>

   2 BR / 2 BA        32      1,008    32,256       $680         $0.67   $21,760

   2 BR / 2 BA         1      1,168     1,168       $775         $0.66      $775
                       -      -----     -----       ----         -----      ----

                     1,280     767     981,507      $582         $0.76  $745,310

MONTHLY POTENTIAL RENTAL INCOME                                         $745,310

Ancillary Income     1,280   units @     $13.20 per unit                 $16,896
                                                                         -------

MONTHLY POTENTIAL GROSS INCOME:                                         $762,206

                                              Multiplied By:                  12
                                                                              --
                                                                          Months
                                                                          ------

ANNUAL POTENTIAL GROSS INCOME:                                        $9,146,472
================================================================================

Therefore, the annual potential rental income is estimated to be $8,943,720,
plus $202,752 in ancillary income for a total potential gross income of
$9,146,472.


C97-605                    O'Connor and Associates                      Page 179
<PAGE>

Vacancy/Collection Loss:

In the previous discussion of the subject's market area, the occupancy levels
for master-metered complexes averaged 95.85%, above the average rate of 91.43%
for individually metered complexes. The overall occupancy of the market area was
92.80%. This occupancy level is near the upper end of the range of the previous
recent years, ranging from 86.63% to 93.28%, over a four year period. The
occupancy levels exhibited by the rent comparables range from 93% to 97%. As of
the date of inspection, the subject property was +/-99% occupied. Historical
occupancy for the subject property has steadily increased from 83.40% in 1994 to
87.18% in 1995 to 90.75% in 1996 (according the income statements provided).
Occupancy and rental rates have increased consistently at the subject property
(as well as the sub-market) over the past few years. Considering the subject's
current occupancy, the occupancies reported by nearby competing properties, and
the overall appeal of the subject, a stabilized vacancy and collection loss rate
of 6% for the subject property.

Employee/Model Units

This category provids for a deduction for rent loss on employee, administrative,
and model units. The financial statements provided indicate a rent loss due to
employee/model units ranging from 2.65% to 3.5% of potential gross rental income
from 1994 to 1996. The June 1997 statement indicates a rent loss estimate for
this category of 2.76%. Therefore, based on the historical levels, a stabilized
annual rent loss due to employee/model units of 3% of potential gross rental
income.


C97-605                    O'Connor and Associates                      Page 180
<PAGE>

No move-in specials are being offered at the subject apartments.

While multifamily housing trends in this area are not expected to change
significantly in the near future, it is reasonable to assume that over a typical
investor holding period of eight to ten years, there will be losses of income
during tenant turnover and/or collection problems. In the subject property type,
stability of tenant base is of primary concern, and is a function of management
through proper maintenance and attention to tenants' concerns. As such, a total
stabilized occupancy level of 91% (including employee/model vacancy), or an
annual loss of 9% of gross income is considered reasonable for this charge.

Effective Gross Income

Based on the foregoing analysis of potential gross income and vacancy
/collection loss, the effective annual gross income for the project can be
calculated as follows:

================================================================================
                             EFFECTIVE GROSS INCOME
- --------------------------------------------------------------------------------
  Potential Gross       Less: Vacancy/Collection       Effective Gross Income
      Income                 Allowance (9%)
- --------------------------------------------------------------------------------
    $9,146,472                  $823,182                     $8,323,290
================================================================================


C97-605                    O'Connor and Associates                      Page 181
<PAGE>

ANALYSIS OF OPERATING EXPENSES:

Estimates of expenses associated with the operation of the subject property are
based on surveys of similar properties in the area compared to reported data on
the subject project. 1994, 1995, and 1996 operating statements for the subject
were provided by the client. In addition to reviewing the subject's historical
data, we have utilized income/expense data published by the Institute of Real
Estate Management (IREM) as independent support for the forthcoming expense
projections for the subject property.

While it is recognized that expenses such as maintenance and utilities will vary
over time, our estimates are based on stabilized annual charges over a typical
investor holding period. The following is a discussion of each major expense
item for the subject project.

Property Taxes:

The subject is within the taxing jurisdiction of the Houston Independent School
District, Harris County, and the City of Houston. The preliminary 1997 assessed
value is $21,530,960, which represents a $2,743,970 increase from the total 1996
assessment. Considering on the tax comparable assesments, an increase in the
subject assessment of 10% per year is anticipated in Year 2 and 3 of the holding
period. In Year 1 of the discounted cash flow, taxes are calculated based on the
preliminary 1997 assessment. This results in a 1997 tax expense for the subject
property of $594,151.


C97-605                    O'Connor and Associates                      Page 182
<PAGE>

Insurance:

The subject reflected an insurance expense per square foot of $0.31 in 1994,
$0.35 per square foot in 1995, and $0.28 per square foot in 1996. IREM reported
this expense to range from $0.12 to $0.21 per square foot, with a median cost of
$0.15 per square foot. We have utilized an expense of $0.30 per square foot of
NRA ($294,452) as the proforma insurance expense, based upon the subject's
historical information.

Utilities (natural gas, electric, water, sewer, and basic cable)
The subject project's owner pays all utility costs for 950 out of the 1,280
units in the complex. The subject's historical operating expenses indicated a
per square foot expense of $1.39 in 1994, $1.35 in 1995, and $1.41 in 1996. IREM
data estimate this expense to be between $0.52 and $1.38 per square foot. The
subject is slightly above the IREM range due to the superior level of amenities
offered at this project. We have estimated the proforma expense to be $1.42 per
square foot or $1,393,740 annually.

Management:

Typical cost for general management and accounting for multifamily properties
typically range from 3% to 6% of the effective gross income. IREM data reflected
management fees of between 3.4% and 4.6%. The subject's historical expense was
indicated to be 4.00% in 1996, 1995, and 1994. The actual historical subject
expense appears consistent with the supporting market data. Thus, an annual
stabilized management fee for the subject of 4.00% of the projected effective
gross income has been utilized in Year 1.


C97-605                    O'Connor and Associates                      Page 183
<PAGE>

Maintenance:

This expense item covers structural maintenance, maintenance of mechanical
equipment, appliances, parking areas, grounds maintenance, and cleaning and
redecorating of vacant units, including supplies. These items are necessary to
insure the quality of both the appearance and functional utility of the
apartment complex in order to retain the highest possible occupancy level.

Maintenance charges for apartment complexes of this quality typically range from
$0.38 to $0.77 per square foot/year, according to IREM data. This charge should
include cleaning and supplies, painting, landscaping, floor and wall coverings,
mechanical repair, exterior repairs, roof repairs, pool chemicals, trash
removal, pest control, etc. The subject reported historical expenses of $0.62
per square foot in 1994; $0.81 per square foot in 1995; and $0.60 per square
foot in 1996. Based upon analysis of this and competing projects, the stabilized
charge for maintenance was estimated at $0.68 per square foot, or $667,425.

Payroll/Salaries:

The subject reflected a total salaries expense of $0.97 PSF in 1994, $1.00 PSF
in 1995, and $0.97 PSF in 1996. Typical payroll expense ranges between $0.78 and
$0.98 per square foot, according to IREM. Overall payroll expense can include
other costs in addition to base salary expenses: manager salaries, other
employee's salaries, payroll taxes, group insurance, workman's compensation,
and/or additional employee benefits. 


C97-605                    O'Connor and Associates                      Page 184
<PAGE>

Based on the above expense levels, we have utilized $1.00 PSF or $981,507, as
the salary expense.

Administrative & Advertising

This expense item includes the cost for apartment guide and newspaper
advertisements, promotional specials (i.e. referral fees), as well as those
office and administrative costs involved in the day to day operations (excluding
maintenance and management). These include office supplies, uniform service,
rental furniture, legal fees, bookkeeping and other miscellaneous leasing
expenses. Typical cost for this item ranges from $0.25-$0.75 per square foot.
Actual historical expenditures for the subject property approximate $0.26 PSF in
1994, $0.30 PSF in 1995, and $0.40 PSF in 1996. For a stabilized expense, we
have utilized $0.38 per square foot, or $372,973, in this category.

Reserves for Replacement:

This expense charge allows for the replacement of building component items whose
physical useful life expectancy is less than the building, but longer than the
typical investor holding period (replacement of shorter life items would be
considered maintenance). The theory is that prudent management would allocate an
annual charge sufficient for the periodic replacement of these items. The short
life building component items with life expectancies greater than the typical
holding period were identified in the cost approach. Additionally, unit
remodeling expenses are included in this category. Typically, these costs are
estimated at $200 to $250 per unit, based on the age/condition, 


C97-605                    O'Connor and Associates                      Page 185
<PAGE>

location, and the average unit size of the property, and external factors such
as interest rates. Brokers, investors, structural engineers, estimators, and
other professionals considered knowledgeable in this area confirm these
estimates. We have estimated this expense for the subject property at $220 per
unit, or $281,600 on a stabilized basis.

Total Expenses

Expenses for the total project are $4,918,780, or +/-$5.02 per square foot of
net rentable area. This expense is considered reasonable, based on data from
similar complexes and given the subject property's master-metered status and
maintenance requirements.

The expense ratio (expenses/ effective gross income) for the subject is
estimated to be 59.10%. The identified comparable sales indicated expense ratios
between 51.34% and 63.84%. Thus, the expense ratio is considered reasonable and
supported.


C97-605                    O'Connor and Associates                      Page 186
<PAGE>

NET OPERATING INCOME (NOI)

Based on the foregoing analysis, the following schedule illustrates the
calculations used in arriving at the Net Operating Income Estimate for the
subject project.

================================================================================
                          INCOME SCHEDULE - STABILIZED
- --------------------------------------------------------------------------------

 Rental Income                      $745,310    Mo  x       12  =     $8,943,720

   SF NRA and Ave. Rent PSF          981,507    SF  @    $9.11

 Plus Other Income                                                     $202,752
                                                                       --------

 Potential Gross Income                                  $9.32        $9,146,472

 Less Vacancy/Collection Loss                               9%        ($823,182)
                                                                      ----------

 Effective Gross Income Estimate                                      $8,323,290

 Less Expenses                        Amount    % EGI      PSF
                                      ------    -----      ---

  Property Taxes                    $594,151    7.14%    $0.61

  Insurance                         $294,452    3.54%    $0.30

  Utilities                       $1,393,740   16.75%    $1.42

  Management                        $332,932    4.00%    $0.34
                                    --------    -----    -----

   Total Fixed Expenses           $2,615,275   31.43%    $2.67

  Maintenance and Repairs           $667,425    8.02%    $0.68

  Payroll/Salaries                  $981,507   11.79%    $1.00

  Administrative/Adver.             $372,973    4.48%    $0.38

  Reserves                          $281,600    3.38%    $0.29
                                    --------    -----    -----

   Total Variable Expenses        $2,303,505   27.67%    $5.02
                                  ----------   ------    -----

 Total Expenses                   $4,918,780   59.10%    $5.02      ($4,918,780)
                                                                    ------------

 Net Operating Income                                                 $3,404,510
================================================================================


C97-605                    O'Connor and Associates                      Page 187
<PAGE>

NOI DEFICIENCY

Net Operating Income Deficiency is the total of the loss of market rent and
expense recovery (rent loss) due to vacancy during the forecasted absorption
period, together with costs and expenses associated with achieving that
occupancy, such as tenant improvements and leasing commissions, offset by
expense savings during the period that the building, or portions of the
building, is not occupied. As the subject property is projected to maintain
stabilized levels throughout a typical investor holding period, this procedure
is not applicable to this analysis.


C97-605                    O'Connor and Associates                      Page 188
<PAGE>

DIRECT CAPITALIZATION:

Direct Capitalization is a process whereby net operating income is converted
into value utilizing an overall capitalization rate (Ro). There are several
methods of deriving capitalization rates in order to adequately account for risk
associated with the quantity, quality and durability of the income stream. Based
upon the defined appraisal problem and in consideration of the available data,
it is the appraisers' position to determine which of these techniques is the
most indicative of current investor's attitudes. As such, two methods for
developing a capitalization rate were considered applicable in this appraisal.
The following is a discussion of each.


C97-605                    O'Connor and Associates                      Page 189
<PAGE>

Market Extraction Method

In this case, we have developed an overall rate from an analysis of the market
sales considered in the Sales Comparison Approach-Improved Properties Section of
this report. An overall rate was derived for each sale by dividing the net
operating income of the sale property by its sale price. This technique involves
constant dollars and stabilized operating ratios. The overall rates extracted
from the sales are based on net operating incomes resulting from estimated
expenses typical of comparable projects in the marketplace, including reserves.
Expenses for comparable projects are retained in our files. Therefore, the Ro's
reflect estimated economic indicators, but are considered to be reflective of
market conditions. The following is a summary of the rates developed from the
market data.

                      ===================================
                        Sale #         Indicated Ro
                      -----------------------------------
                           1               9.31%
                      -----------------------------------
                           2               9.53%
                      -----------------------------------
                           3               9.30%
                      -----------------------------------
                           4              10.21%
                      -----------------------------------
                           5               9.15%
                      -----------------------------------
                         Avg.              9.50%
                      ===================================


C97-605                    O'Connor and Associates                      Page 190
<PAGE>

Market Extraction Method - Continued

The overall capitalization rates calculated for the comparable sales range from
9.15% to 10.21%. The mean capitalization rate of the sales is 9.50% and the
median is 9.31%. Sales of Class "B" apartments in Greater Houston area are
currently reporting capitalization rates between 9% and 10%. In addition to the
above sales, the Telegragh Hill Apartments sold in June 1997 with a
capitalization rate (based on current NOI/Sale Price) of 9.17%. Although this
sale was not included in the Sales Comparison Approach, it does provide an
indication of current capitalization rates for apartments in Houston. Due to the
unusually large size of the subject property, and the high overall value for the
project (in relation to other Houston area apartments), the subject is
considered to be attractive to an institutional investor. There are very few
other investment opportunities in a single apartment project in the Houston area
which would provide a similar size contribution to a portfolio. Additionally,
the subject facility has been operated by Harold Farb for several years. Harold
Farb is well-known in the Houston market and has a reputation for offering good
quality projects complemented by attentive management staff. Therefore, given
the capitalization rates reported by the sales, and considering the size, name
recognition, occupancy, tenant mix, and overall appeal of the subject property,
a "going-in" rate of 9.25% was considered applicable.


C97-605                    O'Connor and Associates                      Page 191
<PAGE>

Band of Investment Method:

This technique of developing a capitalization rate basically involves a
synthesis between a mortgage constant and an equity dividend rate, each weighted
by its percentage of contribution. The mortgage portion of this rate includes an
allowance for both interest on and amortization of the mortgage component.

Our research, including reviews of various publications and conversations with
local lenders, revealed that mortgage terms for this type property are being
quoted to a credit worthy customer in the range of 8.00% to 10.00%. The typical
amortization period is 20 years. Additionally, the typical loan to value ratio
is 70%. Assuming a 9% interest rate, the annual mortgage constant is calculated
to be 0.107967.

The remainder of the total value (i.e., 30%) is attributable to the equity
contribution. The equity portion is below the mortgage portion due to negative
leverage in some property types in the current market. The calculations used to
develop a capitalization rate via the Band of Investment technique is
illustrated as follows:

            Calculation of Ro

            Mortgage Portion          0.70    x    0.107967    =    0.075577

            Equity Portion            0.30    x    0.070000    =    0.021000
                                      ----

            Indicated Overall Rate    1.00                          0.096577
                                       SAY   9.65%


C97-605                    O'Connor and Associates                      Page 192
<PAGE>

            Reconciliation of Overall "Going-In" Capitalization Rates

           1.  Market Extraction:                             9.25%

           2.  Band of Investment:                            9.65%

Emphasis is placed on the Market Extraction Method as this method is more often
relied upon by investors in the current market. Based on the foregoing, it is
our opinion that the appropriate capitalization rate for the subject is 9.25%,
which is the rate generated by the Market Extraction Method and generally
supported by the Band of Investment Method.


VALUE VIA DIRECT CAPITALIZATION 

This calculation is illustrated as follows:

================================================================================
                              DIRECT CAPITALIZATION
================================================================================
Net Operating Income    Divided By Capitalization Rate    Equals Indicated Value
- --------------------------------------------------------------------------------
      $3,404,510                     9.25%                       $36,805,514
- --------------------------------------------------------------------------------
 Less PV of property tax savings due to 
      under-assessment in Yr 1                                     ($152,457)
- --------------------------------------------------------------------------------
                           VALUE VIA DIRECT CAPITALIZATION       $36,653,057
- --------------------------------------------------------------------------------
                                                  ROUNDED:       $36,650,000
================================================================================


C97-605                    O'Connor and Associates                      Page 193
<PAGE>

Effective Gross Income Multiplier Analysis

The second unit of comparison abstracted is the effective gross income
multiplier (EGIM). The EGIM expresses the relationship between the effective
gross income attributable to a property and the overall sale price. The
Effective Gross Income Multipliers extracted from the sales are listed as
follows.

                       ===================================
                         Sale #     Indicated  Expense
                                      EGIM       Ratio
                       -----------------------------------
                             1         3.88      63.84%
                       -----------------------------------
                             2         4.28      59.21%
                       -----------------------------------
                             3         4.60      57.23%
                       -----------------------------------
                             4         4.77      51.34%
                       -----------------------------------
                             5         4.92      54.95%
                       -----------------------------------
                          Avg.         4.56      57.31%
                       ===================================

Typically, there is an inverse relationship between the effective expense ratio
and the effective gross income multiplier. Generally, the lower the expense
ratio, the higher the EGIM. Based on the subject's characteristics, including
its 59.100% expense ratio in comparison to the sales, an EGIM below the average
of the range of EGIMs indicated by the sales is considered applicable. Based on
this data and in consideration of the subject's location, age and physical
characteristics, a multiplier of 4.25 is judged to be an applicable indicator of
value for the subject property via this method. Utilizing the


C97-605                    O'Connor and Associates                      Page 194
<PAGE>

Effective Gross Income Multiplier Analysis - Continued

annual stabilized effective gross income for the subject estimated in this
report, the following calculation indicates the total value for the property via
this method.

================================================================================
Effective Gross Income     Effective Gross Income Multiplier     Indicated Value
- --------------------------------------------------------------------------------
      $8,323,290                         4.25                      $35,373,981
- --------------------------------------------------------------------------------
                              VALUE VIA EGIM METHOD, ROUNDED:      $35,370,000
================================================================================


C97-605                    O'Connor and Associates                      Page 195
<PAGE>

DISCOUNTED CASH FLOW ANALYSIS

The appraiser performed a discounted cash flow analysis on the subject property
to analyze the income stream over a typical holding period. The cash flow was
performed on the Argus discounted cash flow computer program. The following is a
list of the assumptions applicable to this analysis,

A method of capitalization often used for income producing properties is the
discounted cash flow method. In this method, the value estimate for the subject
is considered to be the sum of the annual income, discounted to present worth,
that the property will generate over a projected period of ownership plus the
present worth of the value of the property at the end of the ownership period
(reversion value). The following projections and assumptions, based on market
research, were used in setting up the DCF model.

Projections and Assumptions for DCF Model:

Ownership Period:     For the purpose of this analysis, we have assumed a 10
                      year investor holding period. The length of the cash flow
                      and holding period is a function of the liquidity of a
                      capital investment and the average holding period present
                      in the Greater Houston Market.

Leases/Rental:        As earlier estimated, we have utilized the market rental
                      rates for the subject property. Additionally, we utilized
                      the actual physical occupancy (99%), adjusted for vacancy
                      and collection losses. 


C97-605                    O'Connor and Associates                      Page 196
<PAGE>

                      Based on current trends with rental rates increasing every
                      year for the past two years in the market area and with
                      the subject property exhibiting rental increases of
                      between 1% and 5% over the past two years, we are
                      projecting annual rate increases of 3.50%

Occupancy:            Vacancy/credit and collection allowance of 6.0% and
                      employee/model units of 3.0% (totalling 9%) was applied in
                      the cash flow.

Expenses:             For the purpose of this analysis operating expenses for
                      the first year are generally similar to those used in the
                      direct capitalization, and grown at a rate of 3.5% per
                      year.

Renewals:             We have estimated that approximately 75% of the tenants
                      will renew their leases, rather than vacating the subject
                      property. The basis for this assumption lies in the
                      relative stability of the Galleria area apartment market
                      and the low turnover reported by property management.


C97-605                    O'Connor and Associates                      Page 197
<PAGE>

Discount Rates        To develop an appropriate discount rate, the appraiser
                      must start with utilization of what is considered to be a
                      safe rate in the market, and build a gross discount rate
                      by adding for additional risks attendant with ownership of
                      the property. The safe rate for a typical investor is
                      considered to be similar to 3-Month treasury securities,
                      which according to the Federal Reserve Bank of St. Louis
                      were averaging a yield of approximately 5.00% as of the
                      most recent date bids were available, which was June 26,
                      1997. The current safe rate used for development of the
                      discount rate is estimated to be 5.50% as of the appraisal
                      date. As of March 20, 1997, yields on alternative security
                      investments are as follows:

                            ====================================================

                               Type of Investment                Current Yield

                              Corporate AAA Bonds                    7.33%

                              Corporate BAA Bonds                    7.94%

                             3-Month Treasury Bills                  5.08%

                             1-Year Treasury Bills                   5.42%

                            Long-Term Treasury Bonds                 6.03%
                            ====================================================

Yields on these securities have been fluctuating over the past 3 months.
Anticipated risk was estimated to be approximately 2.00%. The burden of
management is estimated to require approximately 2.00%, and the illiquidity of
invested capital required an additional 2.00% increment. The total discount rate
is therefore summarized as follows:


C97-605                    O'Connor and Associates                      Page 198
<PAGE>

                            ====================================================
                            Safe Rate                              5.50%

                            Risk                                   2.00%

                            Management                             2.00%

                            Illiquidity of Funds                   2.00%

                            Total Discount Rate                   11.50%
                            ====================================================

Real Estate Research Corporation conducts a survey that provides information
from national investors as to their accepted growth and discount rate
assumptions. Peter F. Korpacz & Associates also conducts a similar survey.

These surveys indicate acceptable Internal Rates of Return for all property
types ranging from 9.0% to 15.0%. The lowest range of yield rates for
alternative investments was indicated by Korpacz Survey for the Manhattan, New
York office market of 9.0% to 11.5% and the highest yield rate to be 11.0% to
15.0% for oversupplied office markets such as the Houston market. According to
the Korpacz Survey, the average anticipatory yield rate for oversupplied office
markets was 13.11%.

According to the Real Estate Research Corporation Report, hotels and industrial
properties have the highest average Internal Rates of Return requirements of
11.0% to 13.5%. Yield rates for regional malls had the lowest yield requirements
which range from 10.0% to 11.5%. Office yield rates ranged from 10.5% to 13.5%,
with central business district offices at the low end of the range. Yields for
apartment projects and 


C97-605                    O'Connor and Associates                      Page 199
<PAGE>

industrial buildings in Houston have ranged from 8.0% to 15.0%, depending on
condition, occupancy, rental rate and location.

In selecting an appropriate rate, consideration must be given not only to
available yields on alternative investments, but also to the property's
location, age and condition. Income growth rate assumptions for the Houston
Metropolitan Area market are typical of the national market. Commensurately,
internal rates of return are increased to account for increased risks associated
with buying property primarily for future potential value, rather than annual
cash flow. Based on the above analysis of yield rates and other characteristics
of the subject property, it is our opinion that the 10.50% discount rate
(annually pre-tax and before debt) developed by the Build-Up Method earlier in
this discussion, is an appropriate yield rate to attract equity capital to the
subject property.

Reversion Value:      Based on recent improved sales a "going-in rate" of 9.25%
                      was utilized in the direct capitalization. Therefore, a
                      terminal rate of 10.25% will be used to convert the net
                      income projected for the conversion year into an
                      indication of value. A sale expense of 5.0% is applied in
                      year 11.

Based on these assumptions, the final cash flow summary and value estimate are
presented on the following pages. The discounted cash flow worksheets, tenant
summaries, and supporting schedules are presented in the Addenda of this report.


C97-605                    O'Connor and Associates                      Page 200
<PAGE>

Value Estimate - Discounted Cash Flow Method

Base on the discounted cash flow prepared on the Argus program, the value is
indicated to be between $34,054,826 and $36,215,885, with discount rates ranging
from 11.25% to 12.25%. Given the characteristics of the subject, a value of
$35,500,000 was considered appropriate via the Discounted Cash Flow Method.


C97-605                    O'Connor and Associates                      Page 201
<PAGE>

Software       : ARGUS Ver 7.0.03                                  Date :8/1/97
File           : DCF                    WEST POINT                 Time :9:44 am
Property Type  : Apartment             8700 WOODWAY                Ref# :AFE
Portfolio      : ML                      HOU, TX                   Page :1
                            SCHEDULE OF PROSPECTIVE CASH FLOW   
           In Inflated Dollars for the Fiscal Year beginning 8/1/1997

<TABLE>
<CAPTION>
                                       Year 1           Year 2           Year 3           Year 4           Year 5           Year 6  
For the Years Ending                 Jul-1998         Jul-1999         Jul-2000         Jul-2001         Jul-2002         Jul-2003  
                                 ------------     ------------     ------------     ------------     ------------     ------------  
<S>                              <C>              <C>              <C>              <C>              <C>              <C>           
POTENTIAL GROSS REVENUE
Potential Rental Revenue         $  8,895,960     $  9,170,386     $  9,491,347     $  9,823,548     $ 10,167,370     $ 10,523,225  
                                 ------------     ------------     ------------     ------------     ------------     ------------  
Scheduled Base Rental Revenue       8,895,960        9,170,386        9,491,347        9,823,548       10,167,370       10,523,225  
OTHER INCOME                          202,752          206,807          210,943          215,162          219,465          223,855  
                                 ------------     ------------     ------------     ------------     ------------     ------------  
TOTAL POTENTIAL GROSS REVENUE       9,098,712        9,377,193        9,702,290       10,038,710       10,386,835       10,747,080  
General Vacancy                      (800,636)        (825,335)        (854,221)        (884,119)        (915,063)        (947,090) 
                                 ------------     ------------     ------------     ------------     ------------     ------------  
EFFECTIVE GROSS REVENUE             8,298,076        8,551,858        8,848,069        9,154,591        9,471,772        9,799,990  
                                 ------------     ------------     ------------     ------------     ------------     ------------  
OPERATING EXPENSES
TAXES                                 594,151          653,566          718,923          747,680          777,587          808,691  
INSURANCE                             294,452          304,758          315,424          326,464          337,890          349,717  
UTILITIES                           1,393,740        1,442,521        1,493,009        1,545,264        1,599,349        1,655,326  
MANAGEMENT                            331,923          342,074          353,923          366,184          378,871          392,000  
MAINTENANCE                           667,425          690,785          714,962          739,986          765,886          792,692  
PAYROLL                               981,507        1,015,860        1,051,415        1,088,214        1,126,302        1,165,722  
ADMINISTRATIVE                        372,973          386,027          399,538          413,522          427,995          442,975  
RESERVES                              281,600          291,456          301,657          312,215          323,142          334,452  
                                 ------------     ------------     ------------     ------------     ------------     ------------  
TOTAL OPERATING EXPENSES            4,917,771        5,127,047        5,348,851        5,539,529        5,737,022        5,941,575  
                                 ------------     ------------     ------------     ------------     ------------     ------------  
NET OPERATING INCOME                3,380,305        3,424,811        3,499,218        3,615,062        3,734,750        3,858,415  
                                 ------------     ------------     ------------     ------------     ------------     ------------  
CASH FLOW BEFORE DEBT SERVICE    $  3,380,305     $  3,424,811     $  3,499,218     $  3,615,062     $  3,734,750     $  3,858,415  
& INCOME TAX                     ============     ============     ============     ============     ============     ============  

<CAPTION>

                                       Year 7           Year 8           Year 9          Year 10          Year 11
For the Years Ending                 Jul-2004         Jul-2005         Jul-2006         Jul-2007         Jul-2008
                                 ------------     ------------     ------------     ------------     ------------
<S>                              <C>              <C>              <C>              <C>              <C>         
POTENTIAL GROSS REVENUE
Potential Rental Revenue         $ 10,891,538     $ 11,272,741     $ 11,667,287     $ 12,075,643     $ 12,498,295
                                 ------------     ------------     ------------     ------------     ------------
Scheduled Base Rental Revenue      10,891,538       11,272,741       11,667,287       12,075,643       12,498,295
OTHER INCOME                          228,332          232,898          237,556          242,307          247,154
                                 ------------     ------------     ------------     ------------     ------------
TOTAL POTENTIAL GROSS REVENUE      11,119,870       11,505,639       11,904,843       12,317,950       12,745,449
General Vacancy                      (980,238)      (1,014,547)      (1,050,056)      (1,086,808)      (1,124,847)
                                 ------------     ------------     ------------     ------------     ------------
EFFECTIVE GROSS REVENUE            10,139,632       10,491,092       10,854,787       11,231,142       11,620,602
                                 ------------     ------------     ------------     ------------     ------------
OPERATING EXPENSES
TAXES                                 841,038          874,680          909,667          946,054          983,896
INSURANCE                             361,957          374,625          387,737          401,308          415,354
UTILITIES                           1,713,262        1,773,226        1,835,289        1,899,525        1,966,008
MANAGEMENT                            405,585          419,644          434,191          449,246          464,824
MAINTENANCE                           820,436          849,151          878,871          909,632          941,469
PAYROLL                             1,206,523        1,248,751        1,292,457        1,337,693        1,384,513
ADMINISTRATIVE                        458,479          474,526          491,134          508,324          526,115
RESERVES                              346,158          358,274          370,813          383,792          397,225
                                 ------------     ------------     ------------     ------------     ------------
TOTAL OPERATING EXPENSES            6,153,438        6,372,877        6,600,159        6,835,574        7,079,404
                                 ------------     ------------     ------------     ------------     ------------
NET OPERATING INCOME                3,986,194        4,118,215        4,254,628        4,395,568        4,541,198
                                 ------------     ------------     ------------     ------------     ------------
CASH FLOW BEFORE DEBT SERVICE    $  3,986,194     $  4,118,215     $  4,254,628     $  4,395,568     $  4,541,198
& INCOME TAX                     ============     ============     ============     ============     ============
</TABLE>
<PAGE>

Software       : ARGUS Ver 7.0.03                                  Date :8/1/97
File           : DCF                 WEST POINT                    Time :9:44 am
Property Type  : Apartment          8700 WOODWAY                   Ref# :AFE
Portfolio      : ML                   HOU, TX                      Page :2
                            PROSPECTIVE PRESENT VALUE
               Cash Flow Before Debt Service plus Property Resale
   Discounted Annually (Endpoint on Cash Flow & Resale) over a 10-Year Period

<TABLE>
<CAPTION>
               For the                                 P.V. of         P.V. of         P.V. of
Analysis        Year                   Annual         Cash Flow       Cash Flow       Cash Flow
Period          Ending                Cash Flow       @ 11.25%        @ 1l.75%        @ 12.25%
- --------       -------              -----------     -----------     -----------     -----------
<S>                <C>               <C>             <C>             <C>             <C>       
Year  1        Jul-1998              $3,380,305      $3,038,476      $3,024,881      $3,011,408
Year  2        Jul-1999               3,424,811       2,767,175       2,742,468       2,718,090
Year  3        Jul-2000               3,499,218       2,541,388       2,507,428       2,474,070
Year  4        Jul-2001               3,615,062       2,360,020       2,318,065       2,277,038
Year  5        Jul-2002               3,734,750       2,191,601       2,143,008       2,095,704
Year  6        Jul-2003               3,858,415       2,035,208       1,981,180       1,928,816
Year  7        Jul-2004               3,986,194       1,889,984       1,831,579       1,775,227
Year  8        Jul-2005               4,118,215       1,755,129       1,693,280       1,633,873
Year  9        Jul-2006               4,254,628       1,629,901       1,565,430       1,503,780
Year 10        Jul-2007               4,395,568       1,513,613       1,447,237       1,384,049
                                    -----------     -----------     -----------     -----------
 Total Cash Flow                     38,267,166      21,722,495      21,254,556      20,802,055
 Property Resale @ 10.25% Cap        42,089,152      14,493,390      13,857,818      13,252,771
                                                    -----------     -----------     -----------
Total Property Present Value                        $36,215,885     $35,112,374     $34,054,826
                                                    ===========     ===========     ===========
Rounded to Thousands                                $36,216,000     $35,112,000     $34,055,000
                                                    ===========     ===========     ===========

Per Unit                                                     37            36              35

PERCENTAGE VALUE DISTRIBUTION
Prospective Income                                       59.98%         60.53%         61.08%
Prospective Property Resale                              40.02%         39.47%         38.92%
                                                    ===========     ===========     ===========
                                                        100.00%        100.00%        100.00%
</TABLE>
<PAGE>

Software       : ARGUS Ver 7.0.03                                 Date :8/1/97
File           : DCF                WEST POINT                    Time :9:44 am
Property Type  : Apartment         8700 WOODWAY                   Ref# :AFE
Portfolio      : ML                  HOU, TX                      Page :3
                             PROPERTY SUMMARY REPORT

TIMING & INFLATION
   Analysis Period:             August 1, 1997 to July 31, 2007; 10 years
   Inflation Method:            Fiscal
   General Inflation Rate:      3.50%

PROPERTY SIZE & OCCUPANCY
   Property Size:               981,507 units
   Alternate Size:              1 Square Foot
   Number of unit types:        23
   Total Occupied Area:         1,280 individual units, 0.13%, during first 
                                    month of analysis

GENERAL VACANCY
   Method:                      Percent of All Rental Revenue
   Amount:                      9.00%

PROPERTY PURCHASE & RESALE
   Purchase Price:
   Resale Method:               Capitalize Net Operating Income
   Cap Rate:                    10.25%
   Cap Year:                    Year 11
   Commission/Closing Cost:     5.00%
   Net Cash Flow from Sale:     $42,089,152

PRESENT VALUE DISCOUNTING
   Discount Method:             Annually (Endpoint on Cash Flow & Resale)
   Unleveraged Discount Rate:   11.25% to 12.25%, 0.50% increments
   Unleveraged Present Value:   $34,054,826 at 12.25%
<PAGE>

Software       :ARGUS Ver. 7.0.03                                  Date :8/1/97
File           :DCF                                                Time :9:38 am
Property Type  :Apartment                                          Ref# :AFC
Portfolio      :ML                                                 Page :1
                                   WEST POINT
                                  8700 WOODWAY
                                     HOU, TX

                          Annual Cash Flow before Debt

                                [GRAPHIC OMITTED]
<PAGE>

Software       :ARGUS Ver. 7.0.03                                  Date :8/1/97
File           :DCF                                                Time :9:39 am
Property Type  :Apartment                                          Ref# :AFC
Portfolio      :ML                                                 Page :1
                                   WEST POINT
                                  8700 WOODWAY
                                     HOU, TX

                               Distribution of PV

                                [GRAPHIC OMITTED]
<PAGE>

Income Approach - Conclusion

A value of $36,650,000 is indicated for the subject property by the direct
capitalization method, $35,370,000 is indicated by the EGIM method, and
$35,500,000 is indicated via the discounted cash flow analysis. The strengths
and weaknesses of each technique were considered. The direct capitalization
method is considered to be the valuation methodology most often utilized by
investors in this market, and a value nearer to the value conclusion of the
direct capitalization method is appropriate. The Effective Gross Income
Multiplier technique and the Discounted Cash Flow both generally support the
value indicated by the Direct Capitalization. As such, the final estimate of
value for the subject property via the Income Approach was estimated to be
$36,100,000.


C97-605                    O'Connor and Associates                      Page 205
<PAGE>

                                                         Reconciliation and
                                                            Final Value
                                                             Conclusion
<PAGE>

RECONCILIATION AND FINAL VALUE ESTIMATE

The Appraisal of Real Estate, 11th Edition, copyright 1996, pages 601-603,
published by the Appraisal Institute, states,

      "Reconciliation is the analysis of alternative conclusions to arrive at a
      final estimate." ..."Reconciliation requires appraisal judgement and a
      careful, logical analysis of the procedures that lead to each value
      indication. Appropriateness, accuracy, and quantity of evidence are the
      criteria with which an appraiser forms a meaningful, defensible final
      value estimate. These criteria are used to analyze multiple value
      indications within each approach and to reconcile the indications produced
      by the different approaches into a final estimate of defined value."

Each of the three approaches to value generally recognized in the appraisal
profession (Cost, Sales Comparison, and Income Approaches) were given
consideration in the appraisal. Following is a brief discussion of each approach
and the value estimate yielded.


The Cost Approach

The Cost Approach was utilized to estimate the sum total value of the subject
property by providing an estimate of depreciated replacement costs of the
improvements, which is then added to the land value to yield a total value
estimate. Cost figures have been substantiated by local construction cost data
and by comparison of similar properties being constructed by local builders.
This approach has been applied by estimating the value of the entire land site
and the construction cost of the improvements less depreciation to yield a
composite value estimate. As previously indicated, an informed seller would be
very reluctant to sell at a price lower than his cost, including a reasonable
profit. The corollary to this is also true by the theory of substitution whereby
a buyer will not pay more for a building than it would cost to duplicate in
today's market. This approach is particularly useful in the valuation of
relatively new construction. The value estimate via the Cost Approach is:

                                   $38,130,000


C97-605                    O'Connor and Associates                      Page 206
<PAGE>

Sales Comparison Approach

In the sales comparison approach, market value is estimated by comparing the
subject property to similar properties that have been sold recently. This
approach reflects the desires and aspirations of buyers and sellers through the
market activity of comparable properties. A major premise of the sales
comparison approach is that the market value of a property is directly related
to the prices of comparable, competitive properties. The comparative analysis in
the sales comparison approach focuses on differences in the characteristics of
the sales, in relation to the subject, which can account for variation in
prices. Extreme care must be exercised in the selection of the comparable sales
as there tends to be an inverse relationship between the degree of adjustment
and degree of reliability that exists in the adjusted sale price. In other
words, the greater the adjustment the less the reliability. The importance of
this requirement is underscored because the Sales Comparison Approach is
predicated on the process of correlation and analysis between the cited examples
and the property being appraised. The indication of value from the Sales
Comparison Approach-Improved Property for the subject is:

                                   $35,520,000


C97-605                    O'Connor and Associates                      Page 207
<PAGE>

The Income Approach

Income-producing real estate is typically purchased as an investment, and from
the investor's point of view, earning power is the critical element affecting
property value. An investor who purchases income-producing real estate is
essentially trading present dollars for the right to receive future dollars. The
income approach to value consists of methods, techniques, and mathematical
procedures that an appraiser uses to analyze a property's capacity to generate
benefits (i.e. usually the monetary benefits of income and reversion) and
convert these benefits into an indication of present value.

As indicated previously, a fully informed investor is, to a great degree, guided
by the present worth of his position in the future potential benefits of the
income stream generated by an income-producing property. As such, our estimate
of market rent, used in calculating the potential gross income for the subject,
was based on a comparison of rents currently received on similarly improved
properties. Further, data concerning expenses normally incurred by owners was
obtained from conversations with owner/operators active in this market.
Utilizing this information we were able to arrive at an estimate of net
operating income for the property. Finally, the net income is capitalized to
arrive at a value estimate via the Direct Capitalization Method, Discounted Cash
Flow Method, and EGIM Method. The Direct Capitalization Method is considered to
be the valuation methodology most often utilized by investors in this market,
and a value nearer to the value conclusion of the Direct Capitalization Method
is appropriate. The Effective Gross Income Multiplier technique and the
Discounted Cash Flow both generally support the value indicated by the Direct
Capitalization. As such, the final estimate of value for the subject property
via the Income Approach was estimated to be $36,100,000.


C97-605                    O'Connor and Associates                      Page 208
<PAGE>

Final Conclusion Summary

As a result of our investigations, studies and analysis of the sale, cost,
income, and expense data, interpreted within the context of all the factors in
the market place which affect value, the three approaches indicated a range of
values for the subject from $35,520,000 to $36,100,000. The Income Approach
reflects the income potential of the subject. The Sales Comparison Approach
reflects the attitudes of buyers and sellers that are currently active in the
market. According to brokers/professionals active in the area, the Income and
Sales Comparison Approaches are typically relied on more heavily by investors in
this market. For multitenant apartment complexes (income-producing properties)
such as the subject, preference is generally given to the Income Approach. The
quality of the data gathered for analysis in the Income Approach was considered
good due to the availability of expense information from the subject and similar
properties, as well as an adequate number of comparable rentals. Income streams
are often capitalized by rates abstracted from comparable sales to arrive at an
estimate of value. Hence, the Sales Comparison Approach is closely tied to the
Income Approach. The quality of the data available for analysis in the Sales
Comparison Approach was also considered to be good as an adequate number of
recent arm's length sales of properties similar to the subject was available for
analysis. Due to the inherent difficulty in precisely calculating all forms of
depreciation, the Cost Approach is accorded the least weight of the three
approaches. Therefore, giving greater weight to the Income and Sales Comparison
Approaches, the "As Is" Market Value of the Fee Simple Estate of the subject
property, as of July 29, 1997, is concluded as follows:

                                   $35,800,000


C97-605                    O'Connor and Associates                      Page 209
<PAGE>

Exposure to the Market/Marketing Time

Assuming adequate exposure and normal marketing efforts, the estimated exposure
time (i.e. the length of time the subject property would have been exposed for
sale in the market had it sold at the market value concluded to in this analysis
as of the date of this valuation) would have been within about twelve months;
the estimated marketing time (i.e. the amount of time it would probably take to
sell the subject property if exposed in the market beginning on the date of this
valuation) is estimated to be within about twelve months. Based upon the general
market for good quality office properties in the Greater Houston area, a
marketing period equal to or less than one year for the subject property is
considered appropriate.


C97-605                    O'Connor and Associates                      Page 210
<PAGE>

================================================================================
                           ESTIMATE OF INSURABLE VALUE
================================================================================

I. DIRECT COSTS

Apartment Area (SF):          993,307

  Base Cost PSF:                                      $48.00

  Multipliers (Sec. 99):

    Area:                                 79.00%

    Current Cost:                         103.00%

    Times Local:                          93.00%
                                          ----- 

  Total Factor:                           75.67%

  Adj. Base Cost PSF:                                 $36.32

TOTAL BASE BUILDING COST:                                            $36,076,910

  Plus Segregated Cost:

  Built Ins                   Number      Unit Cost   Total Cos
                              ------      ---------   ---------

    Oven/Range                 1,280      $300        $384,000

    Refrigerator               1,280      $325        $416,000

    Disposal                   1,280      $75         $96,000

    Dishwashers                1,280      $200        $256,000

  Total Built Ins                                                     $1,152,000

  Swimming Pools                                                        $250,000

  Fences, Gates                                                         $350,000

  Parking/Drives/Walkways (512,000 SF - asphalt and concrete)           $947,200

  Landscaping                                                           $550,000

  Carports                                                              $600,000
                                                                        --------

  Total Direct Cost                                                  $39,926,110

II. Exclusions

  Foundation:                 496,654     $1.50                       ($744,980)

  Site Work:                                                          ($798,522)

  Below Ground Piping & Mechanicals                                   ($199,631)

  Swimming Pools:                                                     ($250,000)

  Fences, Gates:                                                      ($350,000)

  Parking/Drives/etc.:                                                ($947,200)

  Total Exclusions:                                                 ($3,290,333)
                                                                    ----------- 

  INSURABLE VALUE:                                                   $36,635,777

  ROUNDED:                                                           $36,635,000

================================================================================


C97-605                      O'Connor & Associates                      Page 211
<PAGE>

                                                                         Addenda
<PAGE>

                               ENGAGEMENT LETTER
<PAGE>

July 9, 1997                             VIA FAX & U.S. MAIL

Mr. Pat O'Connor, MAI
O'Connor & Associates
2000 N. Loop West, Suite 110
Houston, TX 77018

RE:  Westpoint Apartments

Dear Mr. O'Connor:

This letter and the attached Rider (the "Rider") which is incorporated herein
confirm our agreement that your firm will provide L.J. Melody & Company ("L.
J. Melody") with an Appraisal Report that meets the requirements of the Uniform
Standards of Professional Appraisal Practice as adopted by the Appraisal
Institute (the "Report") on the commercial real estate (the "Property")
identified below:

                              Westpoint Apartments
                                  8700 Woodway
                                Houston, TX 77063

The Report will cover the matters set forth in the attached instructions, in
accordance with the terms of those instructions. You expect to deliver the full
narrative Report to us on or before August 11, 1997 (the "Delivery Date"), but
in any event you will deliver the Report before August 12, 1997.

For your services, we agree to pay a fee of $4,000 within 14 days of the receipt
of the final Report. Should the Report not be received in our office by the
Delivery Date, said fee shall be reduced by $100 for each business day beyond
the Delivery Date until the Report is received. You will act as an independent
contractor, and not as an employee or agent of the undersigned.

It is further agreed that the completion of this Report and the inspection of
the subject property and the comparables may not be subcontracted. It is
understood that all persons providing significant professional assistance in the
preparation of this Report will be identified and their qualifications
presented in the Report. The person or persons who have physically inspected the
subject Property and the comparables must sign the final Report. An appraiser
with an MAI designation must sign the Report and indicate if he or she has
personally inspected the subject Property.

Within the standards required by USPAP, L.J. Melody is particularly interested
in seeing a high level of attention focused on the following:

o     Actual contractual rents per the lease at comparable properties vs asking
      rents

o     The cost approach to value where the circumstances of the property suggest
      it

o     The inclusion of an insurable value replacement cost grid in every case
<PAGE>

Mr. Pat O'Connor, MAI
Page Two
July 9, 1997


o     The inclusion of a land value in every case

o     Lease provisions that effect value

o     Anchor tenants and leases

o     Market trends that may impact the subject's net cash flows in the future

o     Historical sales and economic trends which may affect the property's
      tenants

o     Market vacancy rates and projected down time for in-line and anchor
      tenants

The Report should be addressed to L.J. Melody & Company, such other persons as
may be designated by L.J. Melody & Company, and their respective successors and
assigns. The Report should include a statement that (i) the Report may be relied
upon by L.J. Melody & Company in determining whether to make a loan evidenced by
a note (the "Property Note") secured by the Property, (ii) the Report may be
relied upon by any purchaser in determining whether to purchase the Property
Note from the undersigned and by any rating agency rating securities issued by
or representing an interest in the Mortgage Note, (iii) the Report may be
referred to in and included with materials offering for sale the Property Note
or an interest in the Property Note, (iv) persons who acquire the Property Note
or an interest in the Property Note may rely on the Report, and (v) the Report
speaks only as of its date in the absence of a specific written update of the
Report signed and delivered by you. The Report shall remain the sole property of
L.J. Melody & Company and shall not be assigned, without written permission, to
any other entity.

Please forward 3 original "hard" copies of the Report and a copy on a 3 1/2"
computer disk together with an unbound set of the photographs of the properties
which are contained in the report by the date stated above to my attention at
the following address:

                              L.J. Melody & Company
                        4675 MacArthur Court, Suite 1425
                             Newport Beach, CA 92660

Also, please forward one original copy of the report to Merrill Lynch.
<PAGE>

Mr. Pat O'Connor, MAI
Page Three
July 9, 1997


Your signature below and on the attached Rider reflect your agreement with the
ternas and conditions of this engagement. Please sign and return this Engagement
Letter and Rider to the address below and keep a copy for your files:

                              L.J. Melody & Company
                        4675 MacArthur Court, Suite 1425
                       Newport Beach, CA 92660 Sincerely,

Sincerely,


/s/ Ernie Iriarte

Ernie Iriarte
Vice President

Accepted and Agreed:


By: [ILLEGIBLE]
    ----------------------

Tide: President
      --------------------

Date: 7/10/97
      --------------------

Attachment: Rider to Engagement Letter
<PAGE>

                           RIDER TO ENGAGEMENT LETTER

      Rider to Engagement Letter, dated as of July 9, 1997, by and between L.J.
Melody & Company and O'Connor & Associates, (the "Consultant") (collectively,
the "Engagement Letter").

      NOW, THEREFORE, in consideration of the covenants and agreements set forth
in the Engagement Letter and set forth herein, the parties hereto agree as
follows:

      1. Termination for Cause. This Engagement Letter may be terminated by L.J.
Melody for cause at any time upon 10 days advance notice from L.J. Melody to the
Consultant. Upon any such termination, the Consultant shall be entitled to all
arrearages of amounts to be paid pursuant to this Engagement Letter, but shall
not be entitled to any further compensation.

      2. Covenant Not to Disclose. The Consultant covenants and agrees that it
will not, to the detriment of L.J. Melody, at any time during or after the
termination of its association with L.J. Melody, whether under this Engagement
Letter or otherwise, reveal, divulge or make known to any person (other than
L.J. Melody or its affiliates) or use for its own account any confidential or
proprietary records, data, trade secrets or any other confidential or
proprietary information whatever (the "Confidential Information") previously
used by L.J. Melody to date or during the engagement and made known (whether or
not with the knowledge and permission of L.J. Melody, and whether or not
developed, devised or otherwise created in whole or in part by the efforts of
the Consultant) to the Consultant by reason of its association with L.J. Melody.
The Consultant further covenants and agrees that it shall retain all such
knowledge and information which it shall acquire or develop respecting such
Confidential Information in trust for the sole benefit of L.J. Melody and its
successors and assigns.

      3. Business Materials, Covenant to Report. All written materials, records
and documents made by the Consultant or coming into its possession concerning
the business or affairs of L.J. Melody shall be the sole property of L.J.
Melody and, upon the termination of its association with L.J. Melody or upon the
request of L.J. Melody at any time, the Consultant shall promptly deliver the
same to L.J. Melody and shall retain no copies thereof. The Consultant agrees to
render to L.J. Melody such reports of the activities undertaken by the
Consultant or conducted under the Consultant's direction pursuant hereto during
the Consulting Period as L.J. Melody may request.

      4. Specific Performance. Without intending to limit the remedies available
to L.J. Melody, the Consultant further agrees that damages at law will be an
insufficient remedy to L.J. Melody in the event that the Consultant violates the
terms of Sections 2. or 3. of this Rider, and that L.J. Melody may apply for and
obtain injunctive relief in any court of competent jurisdiction to restrain the
breach or threatened breach of, or otherwise to specifically enforce, any of the
covenants of such Sections. The parties hereto understand that each of the
covenants of the Consultant contained in Section 2. And 3. of this Rider is an
essential element of the Engagement Letter.

      5. Entire Agreement. This Engagement Letter contains the entire agreement
between the parties hereto and supersedes all prior agreements and
understandings, oral or written, between the parties hereto with respect to the
subject matter hereof.

      6. Amendments and Waivers. This Engagement Letter may not be modified or
amended except by an instrument or instruments in writing signed by the party
against whom enforcement of any such modification or amendment is sought. Either
party hereto may, by an instrument in writing, waive
<PAGE>

compliance by the other party with any term or provision of this Engagement
Letter on the part of such other party hereto to be performed or complied with.
The waiver by any party hereto of a breach of any term or provision of this
Engagement Letter shall not be construed as waiver of any subsequent breach.

      7. Section Headings. The section headings contained in this Engagement
Letter are for reference purposes only and shall not be deemed to be part of
this Engagement Letter or to control or affect the meaning or construction of
any provision of this Engagement Letter.

      8. Severability. If any term or provision of this Engagement Letter is
held or deemed to be invalid or unenforceable, in whole or in part, by a court
of competent jurisdiction, this Engagement Letter shall be ineffective to the
extent of such invalidity or unenforceability without rendering invalid or
unenforceable the remaining terms and provisions of this Engagement Letter.

      9. Governing Law. This Engagement Letter shall be governed by and
construed in accordance with the laws of California.

      IN WITNESS WHEREOF, the parties hereto have duly executed this Rider to
Engagement Letter as of the date first above written.

                                                           L.J. Melody & Company
                                                    
                                                    
                                                       By: /s/ Ernie Iriarte
                                                           ---------------------
                                                    Title: Vice President
                                                           ---------------------
                                                    
                                                           CONSULTANT:
                                                    
                                                    
                                                       By: [ILLEGIBLE]
                                                           ---------------------
                                                    Title: President
                                                           ---------------------
<PAGE>

                                DCF ASSUMPTIONS
<PAGE>

Software       :ARGUS Ver. 7.0.03                                  Date :8/1/97 
File           :DCF                                                Time :9:46 am
Property Type  :Apartment                                          Ref# :AFE
Portfolio      :ML                                                 Page :1
                                   WEST POINT
                                  8700 WOODWAY
                                    HOU, TX

                                Input Assumptions

PROPERTY DESCRIPTION                  PROPERTY TIMING
Name:             WEST POINT             Analysis Start Date:     8/97
Address:          8700 WOODWAY           First Year Ends:         7/98
City:             HOU                    Years of Analysis:       10
State:            TX                         
Zip:                                         
Portfolio:        ML                         
Property Type:    Apartment                  


AREA MEASURES
      Label                Area
  ---------------------------------------------
  Property Size               981,507 Units
  Alt. Prop. Size                    1 SqFt

GENERAL INFLATION
 Inflation Method:      Fiscal
 Inflation Rate:        3.5

<TABLE>
<CAPTION>
MISCELLANEOUS REVENUES
  Name                                Acct Code    Amount    Units      Area        Frequency      % Fixed
  --------------------------         ----------  --------    --------   ---------   -----------   --------
<S>                                  <C>           <C>       <C>        <C>         <C>                <C>
  OTHER INCOME                                     202,752   $Amount                /Year              100

<CAPTION>

APARTMENT OPERATING EXPENSES
  Name                                Acct Code    Amount    Units      Area        Frequency      % Fixed
  --------------------------         ----------  --------    --------   ---------   -----------   --------
<S>                                  <C>           <C>       <C>        <C>         <C>                <C>
  TAXES                                             Detail   $Amount                                   100
  INSURANCE                                        294,452   $Amount                /Year              100
  UTILITIES                                      1,393,740   $Amount                /Year              100
  MANAGEMENT                                             4   % of EGR
  MAINTENANCE                                      667,425   $Amount                /Year              100
  PAYROLL                                          981,507   $Amount                /Year              100
  ADMINISTRATIVE                                   372,973   $Amount                /Year              100
  RESERVES                                         281,600   $Amount                /Year              100

<CAPTION>

  DETAIL OF TAXES
                     Year 1      Year 2      Year 3      Year 4      Year 5      Year 6      Year 7      Year 8      Year 9
                 ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
<S>                <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>     
   August          49512.58    54463.83    59910.25    59910.25    59910.25    59910.25    59910.25    59910.25    59910.25
   September       49512.58    54463.83    59910.25    59910.25    59910.25    59910.25    59910.25    59910.25    59910.25
   October         49512.59    54463.84    59910.25    59910.25    59910.25    59910.25    59910.25    59910.25    59910.25
   November        49512.58    54463.83    59910.25    59910.25    59910.25    59910.25    59910.25    59910.25    59910.25
   December        49512.58    54463.83    59910.25    59910.25    59910.25    59910.25    59910.25    59910.25    59910.25
   January         49512.59    54463.84    59910.25    59910.25    59910.25    59910.25    59910.25    59910.25    59910.25
   February        49512.58    54463.83    59910.25    59910.25    59910.25    59910.25    59910.25    59910.25    59910.25
   March           49512.58    54463.83    59910.25    59910.25    59910.25    59910.25    59910.25    59910.25    59910.25
   April           49512.59    54463.84    59910.25    59910.25    59910.25    59910.25    59910.25    59910.25    59910.25
   May             49512.58    54463.83    59910.25    59910.25    59910.25    59910.25    59910.25    59910.25    59910.25
   June            49512.58    54463.83    59910.25    59910.25    59910.25    59910.25    59910.25    59910.25    59910.25
   July            49512.59    54463.84    59910.25    59910.25    59910.25    59910.25    59910.25    59910.25    59910.25
                 ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
  Annual Total    594151.00   653566.00   718923.00   718923.00   718923.00   718923.00   718923.00   718923.00   718923.00
  Inflation                      0.0000      0.0000        4.00        4.00        4.00        4.00        4.00        4.00
  Inflated Total     594151      653566      718923      747680      777587      808691      841038      874680      909667
</TABLE>

                                                        (continued on next page)
<PAGE>

Software       :ARGUS Ver. 7.0.03                                  Date :8/1/97
File           :DCF                                                Time :9:46 am
Property Type  :Apartment                                          Ref# :AFE
Portfolio      :ML                                                 Page :2

                                   WEST POINT
                                  8700 WOODWAY
                                     HOU, TX

                                Input Assumptions
                         (continued from previous page)

  DETAIL OF TAXES
                    Year l0     Year ll     Year l2     Year l3
                 ----------  ----------  ----------  ----------
   August          59910.25    59910.25    59910.25    59910.25
   September       59910.25    59910.25    59910.25    59910.25
   October         59910.25    59910.25    59910.25    59910.25
   November        59910.25    59910.25    59910.25    59910.25
   December        59910.25    59910.25    59910.25    59910.25
   January         59910.25    59910.25    59910.25    59910.25
   February        59910.25    59910.25    59910.25    59910.25
   March           59910.25    59910.25    59910.25    59910.25
   April           59910.25    59910.25    59910.25    59910.25
   May             59910.25    59910.25    59910.25    59910.25
   June            59910.25    59910.25    59910.25    59910.25
   July            59910.25    59910.25    59910.25    59910.25
                 ----------  ----------  ----------  ----------
  Annual Total    718923.00   718923.00   718923.00   718923.00
  Inflation            4.00        4.00        4.00        4.00
  Inflated Total     946054      983896     1023252     1064182


GENERAL VACANCY
 Option:                    Percent of All Rental Revenue
 Percent Based on Revenue Minus Absorption and Turnover Vacancy: No
 Reduce General Vacancy Result by Absorption & Turnover Vacancy: Yes
 Rate:                      9

Apartment Rent Schedule

<TABLE>
<CAPTION>
       Unit Type          Unit       Total    Current   Current   Current       Market      Maximum     Mos to
 No.   Description        Size       Units       Rent      Term     Occup.      Leasing      Occup.     Absorb
 ---   ----------------  ------      -----   --------  --------  --------   ------------   ---------   -------
<S>    <C>                <C>         <C>         <C>         <C>  <C>       <C>            <C>          <C>
   1   1/1                  615       160         525         6                M615
   2   1/1                  720       166         540         6                M720
   3   1/1                  736       232         565         6                M736
   4   1/1                  798        80         595         6                M798
   5   2/1                  928        52         660         6                M928
   6   2/1                  936        64         685         6                M936
   7   2/1                  960        32         705         6                M960
   8   2/1                  966        32         705         6                M966
   9   2/2                1,008        68         760         6               M1008
  10   2/2                1,050        16         780         6               M1050
  11   2/2                1,120        32         830         6               M1120
  12   2/2                1,240        16         890         6               M1240
  13   1/1                  615       288         450         6                S615
  14   1/1                  722         1         505         6              S722&728
  15   1/1                  728         2         500         6              S722&728
  16   1/1                  752         1         525         6                S752
  17   1/1                  822         1         505         6                S822
  18   1/1                  885         1         575         6                S885
  19   1/1                  890         1         625         6                S890
  20   2/2                1,000         1         700         6               Sl000
  21   2/2                1,008        32         665         6               S1008
  22   2/2                1,108         1         775         6               S1108
  23   2/2                1,168         1         700         6               S1168
</TABLE>


MARKET LEASING ASSUMPTIONS

  Leasing Assumptions Category: M615

                             New Market   Renewal Mkt   Term 2   Term 3   Term 4
    Renewal Probability                            75
    Market Rent                 525.00
    Months Vacant                    0              0
    Preparation Costs             0.00
    Leasing Costs                    0
    Rent Abatements                  0
  NON-WEIGHTED ITEMS
    Term Lengths                     6

                                                        (continued on next page)
<PAGE>

Software       :ARGUS Ver. 7.0.03                                  Date :8/1/97
File           :DCF                                                Time :9:47 am
Property Type  :Apartment                                          Ref# :AFE
Portfolio      :ML                                                 Page :3

                                   WEST POINT
                                  8700 WOODWAY
                                     HOU, TX

                                Input Assumptions
                         (continued from previous page)

Leasing Assumptions Category: M720

                             New Market   Renewal Mkt   Term 2   Term 3   Term 4
    Renewal Probability                            75
    Market Rent                  540.00
    Months Vacant                     0             0
    Preparation Costs              0.00
    Leasing Costs                     0
    Rent Abatements                   0
NON-WEIGHTED ITEMS
    Term Lengths                      6


Leasing Assumptions Category: M736

                             New Market   Renewal Mkt   Term 2   Term 3   Term 4
    Renewal Probability                            75
    Market Rent                   565.00
    Months Vacant                      0            0
    Preparation Costs               0.00
    Leasing Costs                      0
    Rent Abatements                    0
NON-WEIGHTED ITEMS
    Term Lengths                      12


Leasing Assumptions Category: M798

                             New Market   Renewal Mkt   Term 2   Term 3   Term 4
    Renewal Probability                            75
    Market Rent                  600.00
    Months Vacant                     0             0
    Preparation Costs              0.00
    Leasing Costs                     0
    Rent Abatements                   0
NON-WEIGHTED ITEMS
    Term Lengths                     12


Leasing Assumptions Category: M928

                             New Market   Renewal Mkt   Term 2   Term 3   Term 4
   Renewal Probability                             75
    Market Rent                  665.00
    Months Vacant                     0             0
    Preparation Costs              0.00
    Leasing Costs                     0
    Rent Abatements                   0
NON-WEIGHTED ITEMS
    Term Lengths                     12


Leasing Assumptions Category: M936

                             New Market   Renewal Mkt   Term 2   Term 3   Term 4
    Renewal Probability                            75
    Market Rent                  690.00
    Months Vacant                     0             0
    Preparation Costs              0.00
    Leasing Costs                     0
    Rent Abatements                   0
NON-WEIGHTED ITEMS
    Term Lengths                     12


Leasing Assumptions Category: M960

                             New Market   Renewal Mkt   Term 2   Term 3   Term 4
    Renewal Probability                            75
    Market Rent                  710.00
    Months Vacant                     0             0
    Preparation Costs              0.00
    Leasing Costs                     0
    Rent Abatements                   0
NON-WEIGHTED ITEMS
    Term Lengths                     12

                                                        (continued on next page)
<PAGE>

Software       :ARGUS Ver. 7.0.03                                  Date :8/1/97
File           :DCF                                                Time :9:47 am
Property Type  :Apartment                                          Ref# :AFE
Portfolio      :ML                                                 Page :4

                                   WEST POINT
                                  8700 WOODWAY
                                     HOU, TX

                                Input Assumptions
                         (continued from previous page)


Leasing Assumptions Category: M966

                             New Market   Renewal Mkt   Term 2   Term 3   Term 4
    Renewal Probability                            75
    Market Rent                  715.00
    Months Vacant                     0             0
    Preparation Costs              0.00
    Leasing Costs                     0
    Rent Abatements                   0
 NON-WEIGHTED ITEMS
    Term Lengths                      6


Leasing Assumptions Category: M1008

                             New Market   Renewal Mkt   Term 2   Term 3   Term 4
    Renewal Probability                            75
    Market Rent                  760.00
    Months Vacant                     0            0
    Preparation Costs              0.00
    Leasing Costs                     0
    Rent Abatements                   0
 NON-WEIGHTED ITEMS
    Term Lengths                     12


Leasing Assumptions Category: M1050

                             New Market   Renewal Mkt   Term 2   Term 3   Term 4
    Renewal Probability                            75  
    Market Rent                  780.00
    Months Vacant                     0             0
    Preparation Costs             0.00
    Leasing Costs                     0
    Rent Abatements                   0
NON-WEIGHTED ITEMS
    Term Lengths                     12


Leasing Assumptions Category: M1120

                             New Market   Renewal Mkt   Term 2   Term 3   Term 4
    Renewal Probability                            75
    Market Rent                  830.00
    Months Vacant                     0             0
    Preparation Costs              0.00
    Leasing Costs                     0
    Rent Abatements                   0
NON-WEIGHTED ITEMS
    Term Lengths                     12


Leasing Assumptions Category: M1240

                             New Market   Renewal Mkt   Term 2   Term 3   Term 4
    Renewal Probability                            75
    Market Rent                  890.00
    Months Vacant                     0             0
    Preparation Costs              0.00
    Leasing Costs                     0
    Rent Abatements                   0
NON-WEIGHTED ITEMS
    Term Lengths                     12


Leasing Assumptions Category: S615

                             New Market   Renewal Mkt   Term 2   Term 3   Term 4
    Renewal Probability                            75
    Market Rent                  470.00
    Months Vacant                     0             0
    Preparation Costs              0.00
    Leasing Costs                     0
    Rent Abatements                   0
NON-WEIGHTED ITEMS
    Term Lengths                      6

                                                        (continued on next page)
<PAGE>

Software       :ARGUS Ver. 7.0.03                                  Date :8/1/97
File           :DCF                                                Time :9:47 am
Property Type  :Apartment                                          Ref# :AFE
Portfolio      :ML                                                 Page :5

                                   WEST POINT
                                  8700 WOODWAY
                                     HOU, TX

                                Input Assumptions
                         (continued from previous page)


Leasing Assumptions Category: S722&728

                             New Market   Renewal Mkt   Term 2   Term 3   Term 4
    Renewal Probability                            75
    Market Rent                  535.00
    Months Vacant                     0             0
    Preparation Costs              0.00
    Leasing Costs                     0
    Rent Abatements                   0
NON-WEIGHTED ITEMS
    Term Lengths                      6


Leasing Assumptions Category: S752

                             New Market   Renewal Mkt   Term 2   Term 3   Term 4
    Renewal Probability                            75
    Market Rent                  555.00
    Months Vacant                     0             0
    Preparation Costs              0.00
    Leasing Costs                     0
    Rent Abatements                   0
NON-WEIGHTED ITEMS
    Term Lengths                      6


Leasing Assumptions Category: S822

                             New Market   Renewal Mkt   Term 2   Term 3   Term 4
    Renewal Probability                            75
    Market Rent                  560.00
    Months Vacant                     0             0
    Preparation Costs              0.00
    Leasing Costs                     0
    Rent Abatements                   0
 NON-WEIGHTED ITEMS
    Term Lengths                     12


Leasing Assumptions Category: S885

                             New Market   Renewal Mkt   Term 2   Term 3   Term 4
    Renewal Probability                            75
    Market Rent                  575.00
    Months Vacant                     0             0
    Preparation Costs              0.00
    Leasing Costs                     0
    Rent Abatements                   0
NON-WEIGHTED ITEMS
    Term Lengths                     12


Leasing Assumptions Category: S890

                             New Market   Renewal Mkt   Term 2   Term 3   Term 4
    Renewal Probability                            75
    Market Rent                  625.00
    Months Vacant                     0             0
    Preparation Costs              0.00
    Leasing Costs                     0
    Rent Abatements                   0
NON-WEIGHTED ITEMS
    Term Lengths                     12


Leasing Assumptions Category: S1000

                             New Market   Renewal Mkt   Term 2   Term 3   Term 4
    Renewal Probability                            75
    Market Rent                  700.00
    Months Vacant                     0             0
    Preparation Costs              0.00
    Leasing Costs                     0
    Rent Abatements                   0
NON-WEIGHTED ITEMS
    Term Lengths                     12

                                                        (continued on next page)
<PAGE>

Software       :ARGUS Ver. 7.0.03                                  Date :8/1/97
File           :DCF                                                Time :9:47 am
Property Type  :Apartment                                          Ref# :AFE
Portfolio      :ML                                                 Page :6

                                   WEST POINT
                                  8700 WOODWAY
                                     HOU, TX

                                Input Assumptions
                         (continued from previous page)


Leasing Assumptions Category: S1008

                             New Market   Renewal Mkt   Term 2   Term 3   Term 4
    Renewal Probability                            75
    Market Rent                 680.00
    Months Vacant                    0              0
    Preparation Costs             0.00
    Leasing Costs                    0
    Rent Abatements                  0
NON-WEIGHTED ITEMS
    Term Lengths                    12


Leasing Assumptions Category: S1108

                             New Market   Renewal Mkt   Term 2   Term 3   Term 4
    Renewal Probability                            75
    Market Rent                  775.00
    Months Vacant                     0             0
    Preparation Costs              0.00
    Leasing Costs                     0
    Rent Abatements                   0
NON-WEIGHTED ITEMS
    Term Lengths                     12


Leasing Assumptions Category: S1168

                             New Market   Renewal Mkt   Term 2   Term 3   Term 4
    Renewal Probability                            75
    Market Rent                  775.00
    Months Vacant                     0             0
    Preparation Costs              0.00
    Leasing Costs                     0
    Rent Abatements                   0
NON-WEIGHTED ITEMS
    Term Lengths                     12


PROPERTY RESALE
  Initial Purchase Price:         0
  Option:                         Capitalize Net Operating Income
  Cap Rate:                       10.25
  Resale Commission (%):          5
  Apply Rate to following year income: Yes
  Calculate Resale for All Years: Yes

                    PRESENT VALUE DISCOUNTING
                      Unleveraged Discount Range
                         Low Discount Rate:               11.25
                         High Discount Rate:              12.25
                         Increment:                         0.5
                      Discount Method: Annually (Endpoint on Cash Flow & Resale)
<PAGE>

                                   RENT ROLL
<PAGE>

QCRM410                         RENT ROLL REPORT                        PAGE   3
01                             FARB REALTY COMPANY         SYSTEM DATE: 06/24/97
20                            CREEKSIDE APARTMENTS         SELECT DATE: 06/24/97
Period: 06/97                     June 24, 1997                         10:51:25
<TABLE>
<CAPTION>
====================================================================================================================================
             TYPE                       S                                      ** LEASE **   NOTICE   DEPOSIT              LAST DATE
BLD  UNIT ID DESC  NAME                 T  SQFT   MARKET   ACTUAL DUE  MOVE-IN TRM  EXPIRES MOVE-OUT    L-M-R    BALANCE      AMOUNT
====================================================================================================================================
<S>       <C>      <C>                  <C><C>    <C>      <C>    <C> <C>      <C>  <C>     <C>        <C>          <C>       <C>
02 132    03 MBU   PHILLIPS/VARGAS      C  1008   715.00   665.00 01  03/08/97 6MO  09/30/97           200.00       0.00
             2-2                                                                                         0.00                  0.00

03 333    03 BPD   VU, THAI HIEN T.     C  615    485.00   435.00 01  03/12/96 1YR  03/31/98           270.00       0.00      04/97
             1-1                                                                                         0.00                 15.00

03 334    06 BPU   GRIMMER, RALPH       C  615    485.00   420.00 01  08/17/96 6MO  08/31/97           150.00       0.00
             1-1                                                                                         0.00                  0.00

03 335    04 BPD   FRANK, LAURA E.      C  615    485.00   420.00 01  01/04/97 1YR  01/31/98           180.00       0.00
             1-1                                                                                         0.00                  0.00

03 336    02 BPU   POWERS, JEFFREY      C  615    485.00   435.00 01  11/04/95 M-M  05/31/97           150.00       0.00      06/97
             1-1                                                                                         0.00                 25.00

03 337    01 BPD   HEINZ, MELISSA       C  615    485.00   435.00 01  03/21/97 6MO  09/30/97           150.00       0.00
             1-1                                                                                         0.00                  0.00

03 338    01 BPU   PEREZ, LETICIA G.    C  615    485.00   420.00 01  08/10/96 M-M  02/28/97           150.00       0.00
             1-1                                                                                         0.00                  0.00

03 339    03 BPD   COLLUMS, CURTIS      C  615    485.00   420.00 01  11/09/96 1YR  11/30/97           150.00       0.00
             1-1                                                                                         0.00                  0.00

03 340    03 BPU   JOHNSON, CHANTELLE   C  615    485.00   435.00 01  02/01/97 6MO  07/31/97           450.00       0.00
             1-1                                                                                         0.00                  0.00

03 341    01 BPD   CARTER, JOHN         C  615    485.00   420.00 01  04/27/96 7MO  06/30/97           150.00       0.00
             1-1                                                                                         0.00                  0.00

03 342    01 BPU   PENCE, GENE          C  615    485.00   395.00 01  06/07/90 1YR  02/28/98           50.00        0.00      03/97
             1-1                                                                                         0.00                  0.00

03 343    03 BPD   STEPHENS, JENNIFER   C  615    485.00   435.00 01  04/01/97 6MO  09/30/97           150.00       0.00
             1-1                                                                                         0.00                  0.00

03 344    01 BPU   HANSON, DOUGLAS      C  615    485.00   460.00 01  05/24/97 6MO  11/30/97           150.00       460.00-
             1-1                                                                                         0.00                  0.00

03 345    02 BPD   DIMITROV, DIMITRE    C  615    485.00   410.00 01  01/21/95 lYR  02/28/98           180.00       0.00      03/97
             1-1                                                                                         0.00                 25.00

03 346    01 BPU   CHAPMAN, KRISTI L.   C  615    485.00   385.00 01  07/29/95 12M  07/31/97           150.00       0.00
             1-1                                                                                         0.00                  0.00

03 347    01 BPD   0'NEIL, CYNTHIA K.   C  615    485.00   425.00 01  06/01/94 1YR  05/31/98           350.00       0.00      06/97
             1-1                                                                                         0.00                 25.00

03 348    01 BPU   JONES, DIANE/WILLIAM C  615    485.00   420.00 01  09/07/96 6MO  09/30/97           150.00       0.00
             1-1                                                                                         0.00                  0.00
</TABLE>
<PAGE>

QCRM410                         RENT ROLL REPORT                        PAGE   4
01                             FARB REALTY COMPANY         SYSTEM DATE: 06/24/97
20                            CREEKSIDE APARTMENTS         SELECT DATE: 06/24/97
Period: 06/97                     June 24, 1997                         10:52:05
<TABLE>
<CAPTION>
====================================================================================================================================
             TYPE                       S                                      ** LEASE **   NOTICE   DEPOSIT              LAST DATE
BLD  UNIT ID DESC  NAME                 T  SQFT   MARKET   ACTUAL DUE  MOVE-IN TRM  EXPIRES MOVE-OUT    L-M-R    BALANCE      AMOUNT
====================================================================================================================================
<S>       <C>      <C>                  <C><C>    <C>      <C>    <C> <C>      <C>  <C>     <C>        <C>          <C>       <C>
03 348    02 BPU   LE,         06/23/97 N  615    485.00   485.00 01  06/27/99                         0.00         0.00
             1-1                                                                                       0.00                    0.00

03 349    05 BPD   JOHNSON, ALAN        C  615    485.00   415.00 01  08/22/92 1YR  03/31/98           0.00         0.00      04/97
             1-1                                                                                       0.00                   25.00

03 350    01 BPU   MARTINO, JOSEPH      C  615    485.00   365.00 01  09/06/79 lYR  04/30/98           0.00         0.00      05/96
             1-1                                                                                       0.00                    0.00

03 351    03 BPD   SANCHEZ, ROBERT      C  615    485.00   485.00 01  05/03/97 6MO  11/30/97         150.00        32.33-
             1-1                                                                                       0.00                    0.00
                                                                                                               
03 352    01 BPU   LOPEZ, JAIRO         C  615    485.00   435.00 01  03/01/97 6M0  08/31/97         150.00         0.00
             1-1                                                                                       0.00                    0.00
                                                                                                               
03 353    03 BPD   SILVER, ROBERT       C  615    485.00   420.00 01  08/01/96 6M0  09/30/97         180.00         0.00
             1-1                                                                                       0.00                    0.00
                                                                                                               
03 354    05 BPU   ASMAR, GHASSAN       C  615    485.00   435.00 01  03/11/96 1YR  03/31/98         150.00         0.00      04/97
             1-1                                                                                       0.00                   25.00
                                                                                                               
03 355    09 BPD   MATHEWS, TONY        C  615    485.00   435.00 01  09/09/95 6M0  11/30/97         150.00         0.00      06/97
             1-1                                                                                       0.00                   15.00
                                                                                                               
03 356    03 BPU   GOLDENBERG, RONEN    C  615    485.00   410.00 01  12/01/94 M-M  07/31/96         130.00         0,00      03/97
             1-1                                                                                       0.00                   25.00
                                                                                                               
03 357    01 BPD   WEATHERBY, ANALICIA  C  615    485.00   410.00 01  09/12/87 1YR  03/31/98          50.00         0.00      04/97
             1-1                                                                                       0.00                   25.00
                                                                                                               
03 358    01 BPU   ISTRE, EVELYNA       C  615    485.00   440.00 01  11/29/96 lYR  11/30/97         150.00         0.00
             1-1                                                                                       0.00                    0.00
                                                                                                               
03 359    03 BPD   STULTZ, LARRY        C  615    485.00   410.00 01  05/29/91 M-M  07/31/92          75.00         0.00      10/96
             1-1                                                                                       0.00                    0.00
                                                                                                               
03 360    05 BPU   ROARK, GAVIN         C  615    485.00   400.00 01  01/07/94 1YR  09/30/97         150.00         0.00      10/96
             1-1                                                                                       0.00                   25.00
                                                                                                               
03 361    01 BPD   ROSS, JOHNNY         C  615    485.00   405.00 01  07/04/76 M-M  02/28/97         100.00         0.00      03/97
             1-1                                                                                       0.00                   25.00
                                                                                                               
03 362    04 BPU   CHIHANI, FOUAD       C  615    485.00   385.00 01  06/21/93 1YR  08/31/97         100.00         0.00      08/96
             1-1                                                                                       0.00                   20.00
                                                                                                               
03 363    04 BPD   HAMDAN/ORTEGA        C  615    485.00   420.00 01  04/08/93 6MO  11/30/97         100.00         0.00      03/97
             1-1                                                                                       0.00                   20.00
                                                                                                               
03 364    01 BPU   WATSON, DANA         C  615    485.00   485.00 01  05/21/97 6MO  12/31/97         150.00         0.00
             1-1                                                                                       0.00                    0.00
</TABLE>
<PAGE>

QCRM410                         RENT ROLL REPORT                        PAGE   5
01                             FARB REALTY COMPANY         SYSTEM DATE: 06/24/97
20                            CREEKSIDE APARTMENTS         SELECT DATE: 06/24/97
Period: 06/97                     June 24, 1997                         10:52:44
<TABLE>
<CAPTION>
====================================================================================================================================
             TYPE                       S                                      ** LEASE **   NOTICE   DEPOSIT              LAST DATE
BLD  UNIT ID DESC  NAME                 T  SQFT   MARKET   ACTUAL DUE  MOVE-IN TRM  EXPIRES MOVE-OUT    L-M-R    BALANCE      AMOUNT
====================================================================================================================================
<S>       <C>      <C>                  <C><C>    <C>      <C>    <C> <C>      <C>  <C>     <C>        <C>          <C>       <C>
04 365    03 BPD   SMITH, RACHAEL       C  615    485.00   400.00 01  07/30/93 1YR  02/28/98           130.00       0.00      08/96
             1-1                                                                                         0.00                  0.00

04 366    02 BPU   BOYD, DARBY/CYNTHIA  C  615    485.00   435.00 01  05/19/96 M-M  05/31/97 05/21/97  350.00       0.00      06/97
             1-1                                                                             06/30/99    0.00                 25.00

04 366    03 BPU   PERRY,  06/12/97     N  615    485.00   460.00 01  07/15/99                           0.00       0.00
             1-1                                                                                         0.00                  0.00

04 367    02 BPD   ROLF, REUBEN         C  615    485.00   410.00 01  09/07/96 6MO  09/30/97           150.00       0.00
             1-1                                                                                         0.00                  0.00
                                                                                                               
04 368       BPU   VACANT                  615    485.00
             1-1

04 369    02 BPD   ADAIR, JUBAL         C  615    485.00   390.00 01  05/10/94 12M  06/30/97           150.00       0.00      01/96
             1-1                                                                                         0.00                 25.00
                                                                                                               
04 370    02 BPU   GARCIA, GONZALO      C  615    485.00   420.00 01  09/07/96 M-M  03/31/97           175.00       0.00
             1-1                                                                                         0.00                  0.00
                                                                                                               
04 371    01 BPD   FRAHTZ, GERALD       C  615    485.00   435.00 01  05/04/96 M-M  11/30/96           180.00       0.00      06/97
             1-1                                                                                         0.00                 15.00
                                                                                                               
04 372    02 BPU   ALFONZO, ANNETTE     C  615    485.00   410.00 01  01/14/95 6MO  09/30/97           150.00       0.00      03/97
             1-1                                                                                         0.00                 25.00
                                                                                                               
04 373    04 BPD   RENEBERG, RICHARD    C  615    485.00   420.00 01  11/21/91 6MO  08/31/97             0.00       0.00      03/97
             1-1                                                                                         0.00                 25.00
                                                                                                               
04 374    01 BPU   TODD, LAURA          C  615    485.00   420.00 01  12/10/96 1YR  12/31/97             0.00     420.00-
             1-1                                                                                         0.00                  0.00
                                                                                                               
04 375    03 BPD   MCREYNOLDS, JAMES    C  615    485.00   420.00 01  09/28/90 M-M  03/31/91            75.00       0.00      03/97
             1-1                                                                                         0.00                 25.00
                                                                                                               
04 376    05 BPU   HALLERMANN, HENNING  C  615    485.00   425.00 01  09/09/95 6MT  11/30/97           150.00       0.00      06/97
             1-1                                                                                         0.00                 25.00
                                                                                                               
04 377    03 BPD   MARSHALL, ROGER      C  615    485.00   410.00 01  10/05/90 M-M  01/31/97            75.00       0.00      03/97
             1-1                                                                                         0.00                 25.00
                                                                                                               
04 378    01 BPU   ZHU, YUE             C  615    485.00   420.00 01  03/01/97 6MO  08/31/97           150.00       0.00
             1-1                                                                                         0.00                  0.00
                                                                                                               
04 379    01 BPD   BROWN, RONALD        C  615    485.00   400.00 01  08/01/85 6MO  12/31/97            80.00        0.00     04/96
             1-1                                                                                         0.00                 15.00
                                                                                                               
04 380    03 BPU   TODA, TATSUMI        C  615    485.00   410.00 01  12/01/93 1YR  03/31/98           100.00        0.00     03/97
             1-1                                                                                         0.00                 25.00
</TABLE>
<PAGE>

QCRM410                         RENT ROLL REPORT                        PAGE   6
01                             FARB REALTY COMPANY         SYSTEM DATE: 06/24/97
20                            CREEKSIDE APARTMENTS         SELECT DATE: 06/24/97
Period: 06/97                     June 24, 1997                         10:53:22
<TABLE>
<CAPTION>
====================================================================================================================================
             TYPE                       S                                      ** LEASE **   NOTICE   DEPOSIT              LAST DATE
BLD  UNIT ID DESC  NAME                 T  SQFT   MARKET   ACTUAL DUE  MOVE-IN TRM  EXPIRES MOVE-OUT    L-M-R    BALANCE      AMOUNT
====================================================================================================================================
<S>       <C>      <C>                  <C><C>    <C>      <C>    <C> <C>      <C>  <C>     <C>        <C>          <C>       <C>
04 381    02 BPD   GRINNELL, GARY       C  615    485.00   400.00 01  10/05/91 M-M  05/31/97            75.00       0.00      06/97
             1-1                                                                                         0.00                 25.00

04 382    02 BPU   WILSON, ADOLPHUS     C  615    485.00   435.00 01  04/17/97 1YR  04/30/98           150.00       0.00
             1-1                                                                                         0.00                  0.00

04 383    03 BPD   GROOVER, LINDA       C  615    485.00   410.00 01  06/17/95 lYR  07/31/97           150.00       0.00      07/96
             1-1                                                                                         0.00                 25.00

04 384    02 BPU   MCGOVERN, MARINA     C  615    485.00   420.00 01  11/16/96 M-M  05/31/97           150.00       0.00
             1-1                                                                                         0.00                  0.00

04 385    02 BPD   STRATTON, NEIL       C  615    485.00   460.00 01  06/07/97 1YR  06/30/98           150.00       0.00
             1-1                                                                                         0.00                  0.00

04 386    05 BPU   WILLIAMS, CRISSY     C  615    485.00   405.00 01  04/01/94 M-M  05/31/97           100.00       0.00      06/97
             1-1                                                                                         0.00                 25.00

04 387    01 BPD   STARRY, SCOTT        C  615    485.00   420,00 01  10/16/96 1YR  10/31/97           150.00       0.00
             1-1                                                                                         0.00                  0.00

04 388    06 BPU   BHATT, DEVI          C  615    485.00   375.00 01  11/01/92 6MO  07/31/97           150.00       0.00      07/96
             1-1                                                                                         0.00                 10.00

04 389    01 BPD   RAMIREZ, JULIAN      C  615    485.00   420.00 01  11/21/96 M-M  05/31/97           150.00       0.00
             1-1                                                                                         0.00                  0.00

04 390    03 BPU   BROWN, CHRISTOPHER   C  615    485,00   405.00 01  10/01/94 M-M  09/30/96           100.00       0.00      10/96
             1-1                                                                                         0.00                 25.00

04 391    02 BPD   DERALICK,  06/13/97  N  615    485.00   460.00 01  07/01/99                           0.00       0.00
             1-1                                                                                         0.00                  0.00

04 391    BPD      VACANT                  615    485.00
             1-1

04 392    05 BPU   DUCOTE, DAWN         C  615    485.00   420.00 01  01/25/97 1YR  01/31/98           180.00       0.00
             1-1                                                                                         0.00                  0.00

04 393    01 BPD   FERNANDEZ, CHRISTIAN C  615    485.00   420.00 01  12/30/96 6MO  11/30/97           150.00       0.00
             1-1                                                                                         0.00                  0.00

04 394    04 BPU   MCCORMICK, GARY      C  615    485.00   400.00 01  03/01/90 6MO  08/31/97            50.00       0.00      03/97
             1-1                                                                                         0.00                 25.00

04 395    01 BPO   HOWARD, PAUL         C  615    485.00   425.00 01  05/05/84 M-M  05/31/96           180.00       0.00      06/97
             1-1                                                                                         0.00                 25.00

04 396    02 BPU   REILLEY, MICHELLE    C  615    485.00   405.00 01  10/01/91 1YR  02/28/98            30.00       0.00      03/97
             1-1                                                                                         0.00                 25.00
</TABLE>
<PAGE>

QCRM410                         RENT ROLL REPORT                        PAGE   7
01                             FARB REALTY COMPANY         SYSTEM DATE: 06/24/97
20                            CREEKSIDE APARTMENTS         SELECT DATE: 06/24/97
Period: 06/97                     June 24, 1997                         10:54:00
<TABLE>
<CAPTION>
====================================================================================================================================
             TYPE                       S                                      ** LEASE **   NOTICE   DEPOSIT              LAST DATE
BLD  UNIT ID DESC  NAME                 T  SQFT   MARKET   ACTUAL DUE  MOVE-IN TRM  EXPIRES MOVE-OUT    L-M-R    BALANCE      AMOUNT
====================================================================================================================================
<S>       <C>      <C>                  <C><C>    <C>      <C>    <C> <C>      <C>  <C>      <C>       <C>          <C>       <C>
05 397    01 BPD   VU/BAUTISTA          C  615    485.00   420.00 01  01/11/97 2YR  01/31/99           150.00         0.00
             1-1                                                                                         0.00                  0.00

05 398    HU BPU   HUNTER/STALLONE      C  615    485.00   460.00 01  06/15/97 1YR  06/30/98           150.00        15.37-
             1-1                                                                                         0.00                  0.00

05 399    05 BPD   COLE, VERNALEE       C  615    485.00   420.00 01  11/28/96 1YR  11/30/97           350.00         0.00
             1-1                                                                                         0.00                  0.00

05 400    01 BPU   BLANK, YOSI          C  615    485.00   420.00 01  01/15/97 6MO  07/31/97 06/01/97  150.00         0.00
             1-1                                                                             06/30/99    0.00                  0.00

05 400    02 BPU   DELEEF,  06/07/97    N  615    485.00   475.00 01  07/11/99                           0.00         0.00
             1-1                                                                                         0.00                  0.00

05 401    03 BPD   OTTEN, KENNETH       C  615    485.00   450.00 01  05/08/97 6MO  11/30/97           150.00         0.00
             1-1                                                                                         0.00                  0.00

05 402    01 BPU   BUCK, LINDA          C  615    485.00   420.00 01  12/01/96 1YR  11/30/97           250.00         0.00
             1-1                                                                                         0.00                  0.00

05 403       BPD   VACANT                  615    485.00
             1-1

05 404    05 BPU   NONRA, MICHEL SARKIS C  615    485.00   395.00 01  09/15/94 6MO  08/31/97           150.00         0.00    03/97
             1-1                                                                                         0.00                 15.00

05 405    03 BPD   CHURCH, TODD         C  615    485.00   420.00 01  02/01/97 1YR  01/31/98           150.00         0.00
             1-1                                                                                         0.00                  0.00

05 406    02 BPU   SYLVA, CRAIG         C  615    485.00   400.00 01  06/03/95 1YR  07/31/97           150.00         0.00    07/96
             1-1                                                                                         0.00                 25.00

05 407    04 BPD   DANFORTH, DOUGLAS    C  615    485.00   410.00 01  10/28/94 1YR  10/31/97           150.00         0.00    11/96
             1-1                                                                                         0.00                 25.00

05 408    02 BPU   BROCKMANN,VIVIAN     C  615    485.00   420.00 01  09/01/96 M-M  02/28/97           150.00         0.00
             1-1                                                                                         0.00                  0.00

05 409    02 BPD   MARSHALL, JOHN       C  615    485.00   400.00 01  08/06/91 1YR  09/30/97            75.00         0.00    09/96
             1-1                                                                                         0.00                 25.00

05 410    01 BPU   KURTIN, RACHEL       C  615    485.00   420.00 01  10/19/96 6MO  10/31/97           150.00         0.00
             1-1                                                                                         0.00                  0.00

05 411    02 BPD   SEYLAR, ROBERT       C  615    485,00   420.00 01  06/20/95 6MO  19/31/97           150.00         0.00    03/97
             1-1                                                                                         0.00                 25.00

05 412    01 BPU   BENFIELD, RAMEY      C  615    485.00   415.00 01  03/10/95 M-M  08/31/96           180.00         0.00    03/97
             1-1                                                                                         0.00                 25.00
</TABLE>
<PAGE>

QCRM410                         RENT ROLL REPORT                        PAGE   8
01                             FARB REALTY COMPANY         SYSTEM DATE: 06/24/97
20                            CREEKSIDE APARTMENTS         SELECT DATE: 06/24/97
Period: 06/97                     June 24, 1997                         10:54:39
<TABLE>
<CAPTION>
====================================================================================================================================
             TYPE                       S                                      ** LEASE **   NOTICE   DEPOSIT              LAST DATE
BLD  UNIT ID DESC  NAME                 T  SQFT   MARKET   ACTUAL DUE  MOVE-IN TRM  EXPIRES MOVE-OUT    L-M-R    BALANCE      AMOUNT
====================================================================================================================================
<S>       <C>      <C>                  <C><C>    <C>      <C>    <C> <C>      <C>  <C>      <C>       <C>          <C>       <C>
05 413    03 BPD   MEYER, JAMES         C  615    485.00   410.00 01  05/07/94  1YR 03/31/98           150.00         0.00    03/97
             1-1                                                                                         0.00                 25.00

05 414    04 BPU   DIAL, DENNY          C  615    485.00   435.00 01  04/05/96  1YR 04/30/98           200.00         0.00    05/97
             1-1                                                                                         0.00                 25.00

05 415    04 BPD   ZETTEL, ADAM         C  615    485.00   420.00 01  01/01/97  6MO 06/30/97           150.00       445.00
             1-1                                                                                         0.00                  0.00

05 416    03 BPU   SARRETTI, ANDREA C.  C  615    485.00   410.00 01  10/01/95  1YR 09/30/97           180.00         0.00    10/96
             1-1                                                                                         0.00                 25.00

05 417    01 BPD   HUNGATE, MIKE        C  615    485.00   395.00 01  05/20/95  6MO 07/31/97           150.00         0.00    01/96
             1-1                                                                                         0.00                 10.00

05 418    01 BPU   MUNOZ, STEPHANIE R.  C  615    485.00   435.00 01  04/06/96  M-M 10/31/96           150.00         0.00    05/97
             1-1                                                                                         0.00                 15.00

05 419    02 BPD   GIBSON, DON MATTHEW  C  615    485.00   460.00 01  05/24/97  6MO 11/30/97           150.00         0.00
             1-1                                                                                         0.00                  0.00

05 420    04 BPU   ARCEO, ARISTOTLE     C  615    485.00   370.00 01  12/15/95  1YR 06/30/98           180.00         0.00
             1-1                                                                                         0.00                  0.00

07 165    01 BCD   TREMOR, LIVINGSTON   C  615    475.00   400.00 01  01/01/90  M-M 10/31/96            50.00         0.00    05/97
             1-1                                                                                         0.00                 25.00

07 166    01 BCU   TABB, KELLY          C  615    475.00   410.00 01  03/04/96  1YR 03/31/98           150.00         0.00    03/97
             1-1                                                                                         0.00                 10.00

07 167    01 BCD   MCWILLIAMS, GEORGE   C  615    475.00   365.00 01  05/25/85  1YR 01/31/98            50.00         0.00    08/96
             1-1                                                                                         0.00                 25.00

07 168       BCU   VACANT                  615    475.00
             1-1

07 169    03 BCD   MARTINEZ, JESUS      C  615    475.00   410.00 01  07/01/93  6MO 11/30/97           100.00         0.00    06/97
             1-1                                                                                         0.00                 25.00

07 170    03 BCU   MAY/WILLIAMS         C  615    475.00   425.00 01  03/29/97  6MO 09/30/97           150.00         0.00
             1-1                                                                                         0.00                  0.00

07 171    02 BCD   PRICE, SEAN          C  615    475.00   410.00 01  11/02/96  M-M 05/31/97 05/29/97  150.00         0.00
             1-1                                                                             07/02/99    0.00                  0.00

07 172    06 BCU   SANTOS, MANUEL       C  615    475.00   400.00 01  09/02/92  M-M 09/30/96             0.00         0.00    03/97
             1-1                                                                                         0.00                 25.00

07 173    01 BCD   SHAREF, ABDUL        C  615    475.00   425.00 01  03/12/97  6MO 09/30/97           150.00         0.00
             1-1                                                                                         0.00                  0.00
</TABLE>
<PAGE>

QCRM410                         RENT ROLL REPORT                        PAGE   9
01                             FARB REALTY COMPANY         SYSTEM DATE: 06/24/97
20                            CREEKSIDE APARTMENTS         SELECT DATE: 06/24/97
Period: 06/97                     June 24, 1997                         10:55:18
<TABLE>
<CAPTION>
====================================================================================================================================
             TYPE                       S                                      ** LEASE **   NOTICE   DEPOSIT              LAST DATE
BLD  UNIT ID DESC  NAME                 T  SQFT   MARKET   ACTUAL DUE  MOVE-IN TRM  EXPIRES MOVE-OUT    L-M-R    BALANCE      AMOUNT
====================================================================================================================================
<S>       <C>      <C>                  <C><C>    <C>      <C>    <C> <C>      <C>  <C>      <C>       <C>          <C>       <C>
07 174    02 BCU   LOPEZ, ARACELI       C  615    475.00   410.00 01  10/12/96 M-M  04/30/97 05/05/97  150.00        0.00
             1-1                                                                             07/05/99    0.00                  0.00

07 175    02 BCD   WAWRZYSZKO, PIOTR    C  615    475.00   410.00 01  08/09/96 12M  08/31/97           150.00        0.00
             1-1                                                                                         0.00                  0.00

07 176    01 BCU   AUSTIN, AMANDA SUE   C  615    475.00   425.00 01  03/15/97 6MO  09/30/97           150.00        0.00
             1-1                                                                                         0.00                  0.00

07 177    01 BCD   KAMEL, JAMAL         C  615    475.00   410.00 01  05/08/96 6MO  11/30/97           150.00        0.00
             1-1                                                                                         0.00                  0.00

07 178    04 BCU   HEADLEY, JANIE       C  615    475.00   385.00 01  07/24/93 12M  08/31/97           300.00        0.00     09/96
             1-1                                                                                         0.00                 25.00

07 179    01 BCD   KING, RICHARD        C  615    475.00   410.00 01  01/26/88 6MO  09/30/97             0.00        0.00     03/97
             1-1                                                                                         0.00                 25.00

07 180    03 BCU   WYNN, FRANCES        C  615    475.00   380.00 01  07/06/91 1YR  11/30/97            75.00        5.00-    06/96
             1-1                                                                                         0.00                 25.00

08 181    01 BCD   CARTER, ROBERT/ARACE C  615    475.00   410.00 01  11/09/96 1YR  11/30/97           150.00        0.00
             1-1                                                                                         0.00                  0.00

08 182    02 BCU   FLOWERS, BEVERLY     C  615    475.00   365.00 01  06/15/93 1YR  11/30/97           100.00        0.00     03/96
             1-1                                                                                         0.00                 10.00

08 183    04 BCD   LOPEZ, SYLVIA        C  615    475.00   425.00 01  03/07/97 6MO  09/30/97           150.00       10.00-
             1-1                                                                                         0.00                  0.00

08 184    01 BCU   SKIPWORTN, MYRALOU   C  615    475.00   410.00 01  07/30/96 6MO  09/30/97           350.00        0.00
             1-1                                                                                         0.00                  0.00

08 185    01 BCD   WATTERS, ANNIE       C  615    475.00   370.00 01  06/01/88 1YR  08/31/97            50.00        0.00     09/96
             1-1                                                                                         0.00                 10.00

08 186    02 BCU   MARSOLLIER, RONALDO  C  615    475.00   410.00 01  01/07/96 6MO  07/31/97           150.00        0.00     03/97
             1-1                                                                                         0.00                 10.00

08 187    01 BCD   LANDRY,LARRY/CHARLEN C  615    475.00   400.00 01  04/29/96 1YR  11/30/97           150.00        0.00
             1-1                                                                                         0.00                  0.00

08 188    03 BCU   KRALIK, MARTIN       C  615    475.00   395.00 01  08/19/91 1YR  04/30/98            75.00        0.00     04/97
             1-1                                                                                         0.00                 35.00

08 189    02 BCD   NISBIT, DOROTHY      C  615    475,00   390.00 01  12/16/95 1YR  02/28/98           150.00        0.00     03/97
             1-1                                                                                                     0.00     15.00

08 190    02 BCU   LEETE, SCOTT         C  615    475.00   410.00 01  08/03/96 1YR  08/31/97           150.00        0.00
             1-1                                                                                         0.00                  0.00
</TABLE>
<PAGE>

QCRM410                         RENT ROLL REPORT                        PAGE  10
01                             FARB REALTY COMPANY         SYSTEM DATE: 06/24/97
20                            CREEKSIDE APARTMENTS         SELECT DATE: 06/24/97
Period: 06/97                     June 24, 1997                         10:55:56
<TABLE>
<CAPTION>
====================================================================================================================================
             TYPE                       S                                      ** LEASE **   NOTICE   DEPOSIT              LAST DATE
BLD  UNIT ID DESC  NAME                 T  SQFT   MARKET   ACTUAL DUE  MOVE-IN TRM  EXPIRES MOVE-OUT    L-M-R    BALANCE      AMOUNT
====================================================================================================================================
<S>       <C>      <C>                  <C><C>    <C>      <C>    <C> <C>      <C>  <C>      <C>       <C>          <C>       <C>
08 191    02 BCD   RABBO-ABED, HIND     C  615    475.00   410.00 01  09/14/96 M-M  03/31/97 06/01/97  150.00       0.00
             1-1                                                                             06/30/99    0.00                  0.00

08 192    01 BCU   MONTGOMERY, 05/28/97 N  615    475.00   460.00 01  07/01/99                           0.00       0.00
             1-1                                                                                         0.00                  0.00

08 192       BCU   VACANT                  615    475.00
             1-1

08 193    04 BCD   PINEDO, SUSAN        C  615    475.00   410.00 01  11/01/92 M-M  01/31/97           300.00       0.00      03/97
             1-1                                                                                         0.00                 25.00

08 194    02 BCU   ANEARN, KARl         C  615    475.00   410.00 01  01/08/97 6MO  07/31/97           150.00       0.00
             1-1                                                                                         0.00                  0.00

08 195    01 BCD   HURST, JOANNA        C  615    475.00   410.00 01  05/01/96 1YR  10/31/97           150.00       0.00
             1-1                                                                                         0.00                  0.00

08 196    05 BCU   MUSTAFA, FAYEZ H.    C  615    475.00   370.00 01  03/05/93 6MO  07/31/97             0.00       0.00      05/96
             1-1                                                                                         0.00                  0.00

09 197    02 BPD   NOCELLA, KIMBERLY    C  615    485.00   420.00 01  10/01/96 M-M  03/31/97           150.00       0.00
             1-1                                                                                         0.00                  0.00

09 198    02 BPU   BREAUX, MICHEL       C  615    485.00   405.00 01  04/04/90 1YR  04/30/98           50.00        0.00      05/97
             1-1                                                                                         0.00                 25.00

09 199    01 BPD   SIERRA, MARGARET     C  615    485.00   420.00 01  05/06/96 1YR  01/31/98           150.00       0.00
             1-1                                                                                         0.00                  0.00

09 200    01 BPU   DUBOISE, JOHN H.     C  615    485.00   400.00 01  11/04/94 M-M  04/30/96           350.00       0.00      11/96
             1-1                                                                                         0.00                 25.00

09 201    02 BPD   COY, GERALD STEPHEN  C  615    485.00   390.00 01  01/09/95 M-M  07/31/96           150.00       0.00      08/96
             1-1                                                                                         0.00                 25.00

09 202    01 BPU   HESMONDHALGH, RAMON  C  615    485.00   410.00 01  01/12/95 6MO  08/31/97           150.00       0.00      03/97
             1-1                                                                                         0.00                 25.00

09 203    01 BPD   GUEVARA, ANDREA B.   C  615    485.00   435.00 01  05/01/95 M-M  05/31/97 06/01/97  150.00       0.00      06/97
             1-1                                                                    06/30/99             0.00                 25.00

09 204       BPU   VACANT                  615    485.00
             1-1

09 205    02 BPD   MAHER, STEFANI       C  615    485.00   420.00 01  06/15/96 12M  06/30/97           150.00       0.00
             1-1                                                                                         0.00                  0.00

09 206    01 BPU   ORGIS, SUE           C  615    485.00   420.00 01  12/23/96 6MO  12/31/97           150.00       0.00
             1-1                                                                                         0.00                  0.00
</TABLE>
<PAGE>

QCRM410                         RENT ROLL REPORT                        PAGE  11
01                             FARB REALTY COMPANY         SYSTEM DATE: 06/24/97
20                            CREEKSIDE APARTMENTS         SELECT DATE: 06/24/97
Period: 06/97                     June 24, 1997                         10:56:34
<TABLE>
<CAPTION>
====================================================================================================================================
             TYPE                       S                                      ** LEASE **   NOTICE   DEPOSIT              LAST DATE
BLD  UNIT ID DESC  NAME                 T  SQFT   MARKET   ACTUAL DUE  MOVE-IN TRM  EXPIRES MOVE-OUT    L-M-R    BALANCE      AMOUNT
====================================================================================================================================
<S>       <C>      <C>                  <C><C>    <C>      <C>    <C> <C>      <C>  <C>      <C>       <C>          <C>       <C>
09 207    BPD      VACANT                  615    485.00
             1-1

09 208    02 BPU   BAMIDELE, ODESEYE    C  615    485.00   350.00 01  04/01/97 1YR  03/31/98             0.00         0.00
             1-1                                                                                         0.00                  0.00

09 209    02 BPD   FARMER, CHARLES J.   C  615    485.00   435.00 01  01/28/97 6MT  07/31/97           150.00         0.00
             1-1                                                                                         0.00                  0.00

09 210    02 BPU   FLANNERY/SCOTT       C  615    485.00   410.00 01  11/29/93 M-M  07/31/95           100.00         0.00    03/97
             1-1                                                                                         0.00                 25.00

09 211    03 BPD   BAGGEIT, HAROLD      C  615    485.00   415.00 01  07/26/93 1YR  05/31/98           100.00       830.00-   04/97
             1-1                                                                                         0.00                 25.00

09 212    02 BPU   HARGROVE, RONALD     C  615    485.00   435.00 01  03/28/97 6MO  09/30/97           150,00         0.00
             1-1                                                                                         0.00                  0.00

09 213    04 BPO   ABDUL, ALAKEEL       C  615    485.00   395.00 01  06/05/95 1YR  08/31/97           150.00         0.00    01/96
             1-1                                                                                         0.00                 10.00

09 214    02 BPU   CASTANO, JAIME A.    C  615    485.00   435.00 01  04/06/96 M-M  04/30/97           350.00         0.00    06/97
             1-1                                                                                         0.00                  0.00

09 215    02 BPD   HUSATTO, HARK/HAYDEE C  615    485.00   420.00 01  06/10/96 6MO  07/31/97           200.00         0.00
             1-1                                                                                         0.00                  0.00

09 216    01 BPU   CORCORAN, RONALD     C  615    485.00   400.00 01  09/01/87 M-M  09/30/95           150.00         0.00    10/96
             1-1                                                                                         0.00                 25.00

09 217    02 BPD   McNEAL, TAMMIE       C  615    485.00   420.00 01  08/03/96 1YR  02/28/98           180.00         0.00
             1-1                                                                                         0.00                  0.00

09 218    05 BPU   SEGUERO / MONTAGNE   C  615    485.00   435.00 01  06/01/96 M-M  05/31/97 06/09/97  150.00         0.00    06/97
             1-1                                                                             07/09/99    0.00                 15.00

09 219    01 BPD   TREVINO/CERVANTES    C  615    485.00   325.00 01  09/22/87 M-M  07/30/92            50.00         0.00
             1-1                                                                                         0.00                  0.00

09 220    01 BPU   VILAS, GARY          C  615    485.00   460.00 01  06/01/97 6MO  11/30/97           150.00         0.00
             1-1                                                                                         0.00                  0.00

10 221    02 BPD   BOATMAN, JOSEPH      C  615    485.00   420.00 01  07/01/96 12M  06/30/97           150.00         0.00
             1-1                                                                                                      0.00     0.00

10 222    01 BPU   RITZ, STEVEN         C  615    485.00   400.00 01  04/07/87 1YR  09/30/97             0.00       400.00-   10/96
             1-1                                                                                         0.00                 25.00

10 223    02 BPD   ITZ, ALLAN           C  615    485.00   420.00 01  06/08/96 6MO  07/31/97           150.00       465.00
             1-1                                                                                         0.00                  0.00
</TABLE>
<PAGE>

QCRM410                         RENT ROLL REPORT                        PAGE  12
01                             FARB REALTY COMPANY         SYSTEM DATE: 06/24/97
20                            CREEKSIDE APARTMENTS         SELECT DATE: 06/24/97
Period: 06/97                     June 24, 1997                         10:57:13
<TABLE>
<CAPTION>
====================================================================================================================================
             TYPE                       S                                      ** LEASE **   NOTICE   DEPOSIT              LAST DATE
BLD  UNIT ID DESC  NAME                 T  SQFT   MARKET   ACTUAL DUE  MOVE-IN TRM  EXPIRES MOVE-OUT    L-M-R    BALANCE      AMOUNT
====================================================================================================================================
<S>       <C>      <C>                  <C><C>    <C>      <C>    <C> <C>      <C>  <C>      <C>       <C>          <C>       <C>
10 224    01 BPU   LEE, TERESA A.       C  615    485.00   460.00 01  05/29/97 6MO  11/30/97           150.00       474.33-
             1-1                                                                                         0.00                  0.00

10 225    03 BPD   DEVIR, BRIAN J.      C  615    485.00   410.00 01  07/11/96 M-M  01/31/97             0.00         0.00
             1-1                                                                                         0.00                  0.00

10 226    01 BPU   STARK, DANNY         C  615    485.00   385.00 01  12/01/88 6MT  08/31/97             0.00         0.00    01/96
             1-1                                                                                         0.00                 20.00

10 227       BPD   VACANT                  615    485.00
             1-1

10 228    04 BPU   MURRAY, RICHARD      C  615    485.00   410.00 01  12/01/93 6MO  11/30/97           100.00         0.00    06/97
             1-1                                                                                         0.00                 25.00

10 229    01 BPO   HAMMER, ROBIN RENEE  C  615    485.00   415.00 01  05/15/94 1YR  02/28/98           300.00         0.00    03/97
             1-1                                                                                         0.00                 25.00

10 230    01 BPU   DUROCHER, BERNARD    C  615    485.00   420.00 01  09/25/96 M-M  03/31/97           150.00         0.00
             1-1                                                                                         0.00                  0.00

10 231       BPD   VACANT                  615    485,00
             1-1

10 232    02 BPU   BOUTTE, DEBORAH      C  615    485.00   425.00 01  06/01/95 1YR  05/30/98           150.00         0.00    06/97
             1-1                                                                                         0.00                 25.00

10 233    02 BPD   SMITH, BRIAN         C  615    485.00   420.00 01  02/15/97 6MO  08/31/97           150.00         0.00
             1-1                                                                                         0.00                  0.00

10 234    01 BPU   RHODES, AMY M.       C  615    485.00   410.00 01  07/28/95 6MO  08/31/97           150.00         0.00    08/96
             1-1                                                                                         0.00                 25.00

10 235    01 BPD   GONZALEZ, TERESA     C  615    485.00   425.00 01  06/01/95 M-M  05/31/97           150.00         0.00    06/97
             1-1                                                                                         0.00                 25.00

10 236    05 BPU   MUSTAFA, MOHAMMAD    C  615    485.00   400.00 01  08/03/91 1YR  09/30/97            75.00         0.00    10/96
             1-1                                                                                         0.00                 25.00

10 237    03 BPD   KLOPFENSTEIN, RYAN   C  615    485.00   420.00 01  01/07/97 6MO  07/31/97           150.00         0.00
             1-1                                                                                         0.00                  0.00

10 238    01 BPU   WENG, JOHN           C  615    485.00   450.00 01  05/17/97 1YR  05/31/98           150.00        10.00-
             1-1                                                                                         0.00                  0.00

10 239    01 BPD   SALEM, VENKATADEVAN  C  615    485.00   435.00 01  05/18/96 6MO  11/30/97           150.00         0.00    06/97
             1-1                                                                                         0.00                 14.00

10 240    03 BPU   HAMAD, MUSTAFA       C  615    485.00   410.00 01  11/04/93 M-M  07/31/96           100.00         0.00    03/97
             1-1                                                                                         0.00                 25.00
</TABLE>
<PAGE>

QCRM410                         RENT ROLL REPORT                        PAGE  13
01                             FARB REALTY COMPANY         SYSTEM DATE: 06/24/97
20                            CREEKSIDE APARTMENTS         SELECT DATE: 06/24/97
Period: 06/97                     June 24, 1997                         10:57:51
<TABLE>
<CAPTION>
====================================================================================================================================
             TYPE                       S                                      ** LEASE **   NOTICE   DEPOSIT              LAST DATE
BLD  UNIT ID DESC  NAME                 T  SQFT   MARKET   ACTUAL DUE  MOVE-IN TRM  EXPIRES MOVE-OUT    L-M-R    BALANCE      AMOUNT
====================================================================================================================================
<S>       <C>      <C>                  <C><C>    <C>      <C>    <C> <C>      <C>  <C>      <C>       <C>          <C>       <C>
10 241    01 BPD   CALLAN, MIKE         C  615    485.00   420.00 01  01/08/97 6MO  07/31/97           150.00         0,0.0
             1-1                                                                                         0.00                  0.00

10 242    01 BPU   JENSCHKE, WANDA      C  615    485.00   380.00 01  07/03/92 M-M  12/31/96 06/01/97    0.00         0.00    03/97
             1-1                                                                             06/30/97    0.00                 25.00

10 243    02 BPD   HOWLAND, DEBORAH     C  615    485.00   410.00 01  04/08/95 6MO  12/31/97           350.00         0.00    05/96
             1-1                                                                                         0.00                 25.00

10 244    02 BPU   HUAP, XIA            C  615    485.00   420.00 01  10/10/96 6MO  10/31/97           150.00         0.00
             1-1                                                                                         0.00                  0.00

11 133    02 BPD   MARTIN,  06/02/97    N  615    485.00   460.00 01  06/28/99                           0.00         0.00
             1-1                                                                                         0.00                  0.00

11 133       BPD   VACANT                  615    485.00
             1-1

11 134    02 BPU   DELIBERTO, VINCE     C  615    485.00   385.00 01  06/28/95 6MO  07/31/97           150.00         0.00    07/96
             1-1                                                                                         0.00                 25.00

11 135       BPD   VACANT                  615    485.00
             1-1

11 136    03 BPU   TAHAN, TAREK         C  615    485.00   380.00 01  09/01/94 1YR  06/30/97            50.00         0.00    07/96
             1-1                                                                                         0.00                 25.00

11 137    06 BPD   STRASBURGER, JOHN    C  615    485.00   385.00 01  09/01/92 1YR  11/30/97             0.00         0.00    07/96
             1-1                                                                                         0.00                 25.00

11 138    03 BPU   GORREBEECK, CHRIS    C  615    485.00   420.00 01  08/24/96 6MO  09/30/97           150.00         0.00
             1-1                                                                                         0.00                  0.00

11 139    01 BPD   YORK, JASON          C  615    485.00   435,00 01  08/12/95 M-M  02/29/96           150.00         0.00    05/97
             1-1                                                                                         0.00                 15.00

11 140    02 BPU   ROUX, ARTHUR         C  615    485.00   385.00 01  07/22/95 12M  07/31/97           150.00         0.00    08/96
             1-1                                                                                         0.00                  0.00

11 141    01 BPD   SALAM, UMAIR ABOUS   C  615    485.00   420.00 01  11/15/96 M-M  05/31/97           150.00         0.00
             1-1                                                                                         0.00                  0.00

11 142    01 BPU   BELASRI, ABDERRAHIM  C  615    485.00   380.00 01  07/01/93 1YR  06/30/97           100.00         0.00    07/96
             1-1                                                                                         0.00                 25.00

11 143    02 BPD   GIRON, MARIA         C  615    485.00   450.00 01  05/03/97 1YR  05/31/98           150,00         0.00
             1-1                                                                                         0.00                  0.00

11 144    01 BPU   YI/YI                C  615    485.00   420.00 01  10/01/96 6MO  08/31/97           150.00       420.00-
             1-1                                                                                         0.00                  0.00
</TABLE>
<PAGE>

QCRM410                         RENT ROLL REPORT                        PAGE  14
01                             FARB REALTY COMPANY         SYSTEM DATE: 06/24/97
20                            CREEKSIDE APARTMENTS         SELECT DATE: 06/24/97
Period: 06/97                     June 24, 1997                         10:57:29
<TABLE>
<CAPTION>
====================================================================================================================================
             TYPE                       S                                      ** LEASE **   NOTICE   DEPOSIT              LAST DATE
BLD  UNIT ID DESC  NAME                 T  SQFT   MARKET   ACTUAL DUE  MOVE-IN TRM  EXPIRES MOVE-OUT    L-M-R    BALANCE      AMOUNT
====================================================================================================================================
<S>       <C>      <C>                  <C><C>    <C>      <C>    <C> <C>      <C>  <C>      <C>       <C>          <C>       <C>
11 145    01 BPD   MASTERS, ANNE LOUISE C  615    485.00   400.00 01  07/07/94 6MT  07/31/97           350.00         0.00    02/97
             1-1                                                                                         0.00                 10.00

11 146    01 BPU   ONTIVEROS, LAURA     C  615    485.00   400.00 01  04/01/83 M-M  01/31/87           350.00         0.00    10/96
             1-1                                                                                         0.00                 25.00

11 147    02 BPD   REED, WILLIAM III    C  615    485.00   410.00 01  09/10/96 M-M  03/31/97             0.00         0.00
             1-1                                                                                         0.00                  0.00

11 148    01 BPU   CZARNECKI, DENISE    C  615    485.00   435.00 01  06/01/96 6MO  11/30/97           150.00        30.00-   06/97
             1-1                                                                                         0.00                 15.00

11 149    02 BPD   DJEBRI, BRAHIM       C  615    485.00   420.00 01  01/23/96 06M  07/31/97           150.00         0.00
             1-1                                                                                         0.00                  0.00

11 150    01 BPU   **RUIZI LORENZO      C  615    485.00   485.00 01  10/12/95 M-M  11/30/95             0.00         0.00
             1-1                                                                                         0.00                  0.00

11 151    01 BPD   SO, HWAN             C  615    485.00   435.00 01  01/27/96 6MO  11/30/97           150.00         0.00    06/97
             1-1                                                                                         0.00                 15.00

11 152    01 BPU   SCRIVENER, DAVID     C  615    485.00   435.00 01  03/04/97 5MO  08/31/97             0.00         0.00
             1-1                                                                                         0.00                  0.00

11 153    01 BPD   WARE, JOEL           C  615    485.00   420.00 01  12/30/96 1YR  12/31/97           150.00         0.00
             1-1                                                                                         0.00                  0.00

11 154    01 BPU   GREEN, GEORGE        C  615    485.00   420.00 01  07/25/96 M-M  01/31/97           150.00         0.00
             1-1                                                                                         0.00                  0.00

11 155    01 BPD   MONTGOMERY, VIRGINIA C  615    485.00   420.00 01  10/04/96 1YR  10/31/97           550.00       420.00-
             1-1                                                                                         0.00                  0.00

11 156    03 BPU   RIDER, MARY BETH     C  615    485.00   390.00 01  07/24/91 1YR  03/31/98             0.00         0.00    04/97
             1-1                                                                                         0.00                 10.00

11 157    02 BPD   CHRISTIAN, JOHN      C  615    485.00   400.00 01  05/20/91 M-M  08/31/96            75.00         0.00    09/96
             1-1                                                                                         0.00                 25.00

11 158    03 BPU   RAAD, HASSAN         C  615    485.00   410.00 01  07/01/95 M-M  05/31/97           180.00         0.00    06/97
             1-1                                                                                         0.00                 25.00

11 159    03 BPD   FLORES, EDDLUJ       C  615    485.00   435.00 01  06/01/96 M-M  11/30/96 05/21/97  150.00         0.00    06/97
             1-1                                                                             06/30/99    0.00                 15.00

11 160    02 BPU   MUNOZ, IRIS          C  615    485.00   420.00 01  12/23/95 6MO  10/31/97           250.00         0.00    03/97
             1-1                                                                                         0.00                 10.00

11 161    03 BPD   POWER, JEFF          C  615    485.00   435.00 01  11/21/95 M-M  05/31/97 04/30/97  150.00         0.00    06/97
             1-1                                                                             06/30/99    0.00                 15.00
</TABLE>
<PAGE>

QCRM410                         RENT ROLL REPORT                        PAGE  15
01                             FARB REALTY COMPANY         SYSTEM DATE: 06/24/97
20                            CREEKSIDE APARTMENTS         SELECT DATE: 06/24/97
Period: 06/97                     June 24, 1997                         10:59:08
<TABLE>
<CAPTION>
====================================================================================================================================
             TYPE                       S                                      ** LEASE **   NOTICE   DEPOSIT              LAST DATE
BLD  UNIT ID DESC  NAME                 T  SQFT   MARKET   ACTUAL DUE  MOVE-IN TRM  EXPIRES MOVE-OUT    L-M-R    BALANCE      AMOUNT
====================================================================================================================================
<S>       <C>      <C>                  <C><C>    <C>      <C>    <C> <C>      <C>  <C>      <C>       <C>          <C>       <C>
11 162    04 BPU   MAGEE, RYAN          C  615    485.00   435.00 01  02/08/97 6MO  08/31/97           150.00         0.00
             1-1                                                                                         0.00                  0.00

11 163    04 BPD   KNOP, KURT           C  615    485.00   420.00 01  06/16/95 M-M  02/28/97             0.00         0.00    03/97
             1-1                                                                                         0.00                 20.00

11 164    02 BPU   MARTINEZ, LEONARDO   C  615    485.00   385.00 07  07/07/95 1YR  07/31/97           150.00         0.00    08/96
             1-1                                                                                         0.00                 25.00

12 309    03 BPD   WIGNALL, TIFFANY     C  615    485.00   420.00 01  08/16/96 1YR  08/31/97           150.00         0.00
             1-1                                                                                         0.00                  0.00

12 310    02 BPU   NEMAPARE, VUYELWA    C  615    485.00   385.00 01  12/01/94 6MO  06/30/97           150.00       430.00    01/96
             1-1                                                                                         0.00                 20.00

12 311    02 BPD   GHIRMAI, ADIAM       C  615    485.00   420.00 01  12/16/96 1YR  12/31/97           150.00         0.00
             1-1                                                                                         0.00                  0.00

12 312    03 BPU   PANSARE, ANUPAHA     C  615    485.00   420.00 01  01/08/97 6MO  07/31/97           150.00         0.00
             1-1                                                                                         0.00                  0.00

12 313    02 BPD   DURRELL, MERRY       C  615    485.00   435.00 01  04/12/97 6MO  10/31/97           150.00         0.00
             1-1                                                                                         0.00                  0.00

12 314    01 BPU   FLEECE, RICHARD      C  615    485.00   410.00 01  02/01/84 M-M  11/30/89             0.00         0.00    03/97
             1-1                                                                                         0.00                 25.00

12 315    04 BPD   NARAYANAN, ARUN      C  615    485.00   420.00 01  01/08/97 6MO  07/31/97           150.00         0.00
             1-1                                                                                         0.00                  0.00

12 316    02 BPU   JAMES, JOHN          C  615    485.00   460.00 01  05/17/97 1YR  05/31/98           150.00         0.00
             1-1                                                                                         0.00                  0.00

12 317    04 BPD   OKUHURA, MASANDRI    C  615    485.00   410.00 01  12/19/96 6MO  12/31/97           150.00         0.00
             1-1                                                                                         0.00                  0.00

12 318    01 BPU   STOUT, MICHAEL       C  615    485.00   420.00 01  09/21/96 6MO  09/30/97           150.00         0.00
             1-1                                                                                         0.00                  0.00

12 319    04 BPD   CHAMPHAN,  05/17/97  N  615    485.00   460.00 01  06/27/99                           0.00         0.00
             1-1                                                                                         0.00                  0.00

12 319       BPD   VACANT                  615    485.00
             1-1

12 320    02 BPU   ACORD, AMY           C  615    485.00   435.00 01  04/05/97 6MO  10/31/97           150.00         0.00
             1-1                                                                                         0.00                  0.00

12 321    02 BPD   FRIDAY, VIRGINIA     C  615    485.00   375.00 01  06/08/90 12M  07/31/97            50.00         0.00    08/96
             1-1                                                                                         0.00                  0.00
</TABLE>
<PAGE>

QCRM410                         RENT ROLL REPORT                        PAGE  16
01                             FARB REALTY COMPANY         SYSTEM DATE: 06/24/97
20                            CREEKSIDE APARTMENTS         SELECT DATE: 06/24/97
Period: 06/97                     June 24, 1997                         10:59:45
<TABLE>
<CAPTION>
====================================================================================================================================
             TYPE                       S                                      ** LEASE **   NOTICE   DEPOSIT              LAST DATE
BLD  UNIT ID DESC  NAME                 T  SQFT   MARKET   ACTUAL DUE  MOVE-IN TRM  EXPIRES MOVE-OUT    L-M-R    BALANCE      AMOUNT
====================================================================================================================================
<S>       <C>      <C>                  <C><C>    <C>      <C>    <C> <C>      <C>  <C>      <C>       <C>          <C>       <C>
12 322    01 BPU   MAGEE, MARGARET      C  615    485.00   425.00 01  10/01/83 M-M   03/31/96          380.00       0.00      04/97
             1-1                                                                                         0.00                 25.00

12 323    03 BPD   TOLBERT, RONALD JR.  C  615    485.00   460.00 01  06/01/97 6MO   11/30/97          150.00       0.00
             1-1                                                                                         0.00                  0.00

12 324    01 BPU   FAYADH, TARIK        C  615    485.00   420.00 01  02/28/96 6MO   11/30/97          150.00       0.00      03/97
             1-1                                                                                         0.00                 10.00

12 325    02 BPD   VOSS, ORIN           C  615    485.00   420.00 01  11/23/96 M-M   05/31/97          150.00       0.00
             1-1                                                                                         0.00                  0.00

12 326    04 BPU   MUSGROVE, MERIDITH   C  615    485.00   400.00 01  08/21/93 1YR   08/31/97          100.00       0.00      09/96
             1-1                                                                                         0.00                 25.00

12 327    04 BPD   WASHINGTON, JANELLE  C  615    485.00   425.00 01  08/17/91 M-M   03/31/97           75.00       0.00      04/97
             1-1                                                                                         0.00                 25.00

12 328    01 BPU   SPARKS, PAUL         C  615    485.00   415.00 01  07/01/87 M-M   05/31/97            0.00       0.00      06/97
             1-1                                                                                         0.00                 25.00

12 329    05 BPD   YOUNG, KEVIN/THERESA C  615    485.00   420.00 01  03/01/96 1YR   02/28/98          150.00       0.00
             1-1                                                                                         0.00                  0.00

12 330    01 BPU   AL-AYOUBI, MOHAMAD   C  615    485.00   420.00 01  12/06/96 6MO   06/30/97          150.00       0.00
                                                                                                         0.00                  0.00

12 331    01 BPD   MCNEELY, LESLIE      C  615    485.00   420.00 01  12/21/96 7MO   07/31/97          150.00       0.00
             1-1                                                                                         0.00                  0.00

12 332    01 BPU   STRONG, SARA         C  615    485.00   410.00 01  08/11/84 M-M   02/28/85          150.00       0.00      03/97
             1-1                                                                                         0.00                 25.00

13 245    03 BCD   WILSON, RYAN         C  615    475.00   410.00 01  01/18/97 lYR   01/31/98          450.00       0.00
             1-1                                                                                         0.00                  0.00

13 246    03 BCU   BROWN, KEN           C  615    475.00   415.00 01  06/01/95 1YR   05/31/98          150.00       0.00      06/97
             1-1                                                                                         0.00                 25.00

13 247    01 BCD   LE,TRANG & KRAUSE, E C  615    475.00   370.00 01  12/15/94 1YR   07/31/97          150.00       0.00      03/97
             1-1                                                                                         0.00                 25.00

13 248    01 BCU   RERINA,  06/14/97    N  615    475.00   450.00 01  07/01/99                           0.00       0.00
             1-1                                                                                         0.00                  0.00

13 248       BCU   VACANT                  615    475.00
             1-1

13 249    01 BCD   HEPPARD, SCOTT       C  615    475.00   425.00 01  05/15/96 M-M   11/30/96          350.00       0.00      06/97
             1-1                                                                                         0.00                 15.00
</TABLE>
<PAGE>

QCRM410                         RENT ROLL REPORT                        PAGE  17
01                             FARB REALTY COMPANY         SYSTEM DATE: 06/24/97
20                            CREEKSIDE APARTMENTS         SELECT DATE: 06/24/97
Period: 06/97                     June 24, 1997                         11:00:24
<TABLE>
<CAPTION>
====================================================================================================================================
             TYPE                       S                                      ** LEASE **   NOTICE   DEPOSIT              LAST DATE
BLD  UNIT ID DESC  NAME                 T  SQFT   MARKET   ACTUAL DUE  MOVE-IN TRM  EXPIRES MOVE-OUT    L-M-R    BALANCE      AMOUNT
====================================================================================================================================
<S>       <C>      <C>                  <C><C>    <C>      <C>    <C> <C>      <C>  <C>      <C>       <C>          <C>       <C>
13 250    01 BCU   HELWICK, PAULA       C  615    475.00   405.00 01  06/19/92 YR   02/28/99             0.00         0.00    03/97
             1-1                                                                                         0.00                 25.00

13 251    01 BCD   BALDRIDGE, JAMES     C  615    475.00   405.00 01  11/03/74 YR   03/31/98             0.00         0.00    04/97
             1-1                                                                                         0.00                 25.00

13 252    01 BCU   FROWE, JAMES         C  615    475.00   405.00 01  10/22/88 YR   05/31/98             0.00         0.00    06/97
             1-1                                                                                         0.00                 25.00

13 253    02 BCD   WILLIAMSON, GRETCHEN C  615    475.00   410.00 01  01/01/97 MO   06/30/97           150.00         0.00
             1-1                                                                                         0.00                  0.00

13 254    02 BCU   LAROUR, FRANCIS      C  615    475.00   410.00 01  12/10/96 YR   12/31/97           150.00         0.00
             1-1                                                                                         0.00                  0.00

13 255    04 BCD   HAY, SANDRA          C  615    475.00   425.00 01  02/11/97 MO   08/31/97 06/17/97  150.00         0.00
             1-1                                                                             07/17/99    0.00                  0.00

13 256    03 BCU   GOLOVERSIC, SNERRELE C  615    475.00   410.00 01  01/01/97 YR   12/31/97           150.00         0.00
             1-1                                                                                         0.00                  0.00

13 257    03 BCD   RABEL, BECKY         C  615    475.00   390,00 01  06/18/94 -M   01/31/98           180.00         0.00    07/96
             1-1                                                                                         0.00                 25.00

13 258    03 BCU   BINGHAH, MARK WAYNE  C  615    475.00   380.00 01  05/07/94 YR   11/30/97           150.00         0.00    06/96
             1-1                                                                                         0.00                 25.00

13 259    01 BCD   NORDSTROM, SCOTT     C  615    475.00   405.00 01  01/06/95 -M   04/30/97           150.00         0.00    05/97
             1-1                                                                                         0.00                 25.00

13 260    02 BCU   BUTTON, JOE/SHIRLEY  C  615    475.00   450.00 01  05/03/97 YR   05/31/98           150.00         0.00
             1-1                                                                                         0.00                  0.00

14 261    01 BCD   CHURCH, ARLENE       C  615    475.00   405.00 01  03/01/87 YR   04/30/99            50.00       405.00-   05/97
             1-1                                                                                         0.00                 25.00

14 262    01 BCU   GONZALES, BEATRIZ    C  615    475.00   395.00 01  10/16/94 YR   09/30/97           150.00         0.00    10/96
             1-1                                                                                         0.00                 25.00

14 263    01 BCD   PEREZ, ENRIQUE B.    C  615    475.00   410.00 01  08/14/96 MO   08/31/97           150.00         0,00
             1-1                                                                                         0.00                  0.00

14 264    01 BCU   FREAS, DAVID         C  615    475.00   435.00 01  04/26/96 -M   10/31/96           350.00         0.00    05/97
             1-1                                                                                         0.00                 25.00

14 265    01 BCD   GUZHAN, MARIA        C  615    475.00   390.00 01  06/16/94 YR   01/31/98           150.00         0.00    07/96
             1-1                                                                                         0.00                 25.00

14 266    03 BCU   HIGHTOWER, CRAIG     C  615    475.00   380.00 01  07/30/93 YR   07/31/97           180.00         0.00    08/96
             1-1                                                                                         0.00                 25.00
</TABLE>
<PAGE>

QCRM410                         RENT ROLL REPORT                        PAGE  18
01                             FARB REALTY COMPANY         SYSTEM DATE: 06/24/97
20                            CREEKSIDE APARTMENTS         SELECT DATE: 06/24/97
Period: 06/97                     June 24, 1997                         11:01:03
<TABLE>
<CAPTION>
====================================================================================================================================
             TYPE                       S                                      ** LEASE **   NOTICE   DEPOSIT              LAST DATE
BLD  UNIT ID DESC  NAME                 T  SQFT   MARKET   ACTUAL DUE  MOVE-IN TRM  EXPIRES MOVE-OUT    L-M-R    BALANCE      AMOUNT
====================================================================================================================================
<S>       <C>      <C>                  <C><C>    <C>      <C>    <C> <C>      <C>  <C>      <C>       <C>          <C>       <C>
14 267    02 BCD   OWEN, ROSEMARY       C  615    475.00   410.00 01  12/08/96  1YR 12/31/97           250.00       0.00
             1-1                                                                                         0.00                  0.00

14 268    02 BCU   DUBAZ, WANDA         C  615    475.00   410.00 01  12/07/96  1YR 12/31/97           150.00       0.00
             1-1                                                                                         0.00                  0.00

14 269    04 BCD   RHINEHART, ROBERT    C  615    475.00   390.00 01  08/01/96  1YR 07/31/97             0.00       0.00
             1-1                                                                                         0.00                  0.00

14 270    01 BCU   SPEARS, JAMES M.     C  615    475.00   410.00 01  07/27/96  6MO 09/30/97           150.00       0.00
             1-1                                                                                         0.00                  0.00

14 271    01 BCD   NETCHAEV, OLEG       C  615    475.00   410.00 01  05/15/92  M-M 09/30/96             0.00       0.00      03/97
             1-1                                                                                         0.00                 20.00

14 272    03 BCU   JAMES, NINA          C  615    475.00   425.00 01  01/28/97  6MO 07/31/97           150.00       0.00
             1-1                                                                                         0.00                  0.00

14 273    03 BCD   CHANG, SING WAH      C  615    475.00   425.00 01  03/06/96  M-M 09/30/96           150.00       0.00      04/97
             1-1                                                                                         0.00                 15.00

14 274    03 BCU   CASTANEDA, BEATRICE  C  615    475.00   415.00 01  05/01/95  1YR 04/30/98           150,00       0.00      05/97
             1-1                                                                                         0.00                 25.00

14 275    01 BCD   DUFFY, BRIAN         C  615    475.00   425.00 01  01/01/96  M-M 06/30/96           150.00       0.00      04/97
             1-1                                                                                         0.00                 15.00

14 276    01 BCU   KALO, MOHANNAD       C  615    475.00   425.00 01  03/09/96  6MO 09/30/97           150.00       0.00      04/97
             1-1                                                                                         0.00                 25.00

15 277    01 BCD   BARRIOS, BARRY       C  615    475.00   390.00 01  07/07/94  1YR 05/31/98           150.00       0.00      08/96
             1-1                                                                                         0.00                 25.00

15 278    03 BCU   MAXWELL, RICHARD     C  615    475.00   390.00 01  05/23/92  M-M 11/30/93             0.00       0.00      10/96
             1-1                                                                                         0.00                 25.00

15 279    04 BCD   WHITE, MICHAEL/LISA  C  615    475.00   400.00 01  08/01/95  1YR 01/31/98           150.00       0.00      08/96
             1-1                                                                                         0.00                 25.00

15 280    01 BCU   RANGEL, PEDRO        C  615    475.00   380.00 01  04/14/89  12M 08/31/97           100.00       0.00      07/96
             1-1                                                                                         0.00                 25.00

15 281    02 BCD   VALDES, LAURA        C  615    475.00   390.00 01  06/05/93  1YR 01/31/98           130.00       0.00      07/96
             1-1                                                                                         0.00                 25.00

15 282    01 BCU   SAMMAMA, ANOUAR/TERE C  615    475.00   400.00 01  12/08/95  1YR 11/30/97           180.00       0.00
             1-1                                                                                         0.00                  0.00

15 283    01 BCD   NGUYEN, LINH         C  615    475.00   410.00 01  01/01/97  6MO 12/31/97           150.00       0.00
             1-1                                                                                         0.00                  0.00
</TABLE>
<PAGE>

QCRM410                         RENT ROLL REPORT                        PAGE  19
01                             FARB REALTY COMPANY         SYSTEM DATE: 06/24/97
20                            CREEKSIDE APARTMENTS         SELECT DATE: 06/24/97
Period: 06/97                     June 24, 1997                         11:01:43
<TABLE>
<CAPTION>
====================================================================================================================================
             TYPE                       S                                      ** LEASE **   NOTICE   DEPOSIT              LAST DATE
BLD  UNIT ID DESC  NAME                 T  SQFT   MARKET   ACTUAL DUE  MOVE-IN TRM  EXPIRES MOVE-OUT    L-M-R    BALANCE      AMOUNT
====================================================================================================================================
<S>       <C>      <C>                  <C><C>    <C>      <C>    <C> <C>      <C>  <C>      <C>       <C>          <C>       <C>
15 284    01 BCU   STERLING, CHARLES    C   615    475.00  405.00 01  11/16/91 1YR  05/31/98             0.00        0.00     06/97
             1-1                                                                                         0.00                 25.00

15 285    02 BCD   AMIRZADEN, PARVIZ    C   615    475.00  385.00 01  12/13/93 M-M  12/31/94           100.00        0.00     10/96
             1-1                                                                                         0.00                 25.00

15 286    02 BCU   KIM, KURTIS DAESON   C   615    475.00  465.00 01  06/05/97 6MO  12/31/97           180.00        0.00
             1-1                                                                                         0.00                  0.00

15 287    02 BCD   CHUGHTAI, FAISAL     C   615    475.00  425.00 01  03/01/96 6MO  09/30/97           180.00        0.00     04/97
             1-1                                                                                         0.00                 15.00

15 288    01 BCU   LOK, WEI H. (LEO)    C   615    475.00  460.00 01  05/29/97 6MO  11/30/97           150.00        0.00
             1-1                                                                                         0.00                  0.00

15 289    02 BCD   ROZYCKI, DAVID       C   615    475.00  410.00 01  01/24/97 6MT  07/31/97           150.00        0.00
             1-1                                                                                         0.00                  0.00

15 290    03 BCU   DELEON, ANGELIQUE    C   615    475.00  410.00 01  12/14/96 1YR  12/31/97           150.00        0.00
             1-1                                                                                         0.00                  0.00

15 291    01 BCD   FROELICH, KATHY      C   615    475.00  410.00 01  08/25/95 6MO  11/30/97           180.00       10.00-    09/96
             1-1                                                                                         0.00                 25.00

15 292    01 BCU   WALTERS, JODI        C   615    475.00  400.00 01  08/08/95 1YR  02/28/98           150.00        0.00     03/96
             1-1                                                                                         0.00                 25.00

15 293    02 BCD   BROWN, DAVID         C   615    475.00  380.00 01  04/28/90 1YR  07/31/97            50.00       10.00-    08/96
             1--1                                                                                        0.00                 25.00

15 294    01 BCU   DE MELLO, EV         C   615    475.00  400.00 01  12/15/94 6MO  11/30/97           150.00        0.00     03/97
             1-1                                                                                         0.00                 25.00

15 295    01 BCD   THERIOT,  06/22/97   N   615    475.00  475.00 01  06/24/99                           0.00        0.00
             1-1                                                                                         0.00                  0.00

15 295       BCD   VACANT                   615    475.00
             1-1

15 296    02 BCU   GONZALES, JESSIE     C   615    475.00  410.00 01  08/24/96 1YR  08/31/97           150.00        0.00
             1-1                                                                                         0.00                  0.00

15 297    01 BCD   VERDERAME, MARK      C   615    475.00  410.00 01  09/01/96 6MO  08/31/97           150.00        0.00
             1-1                                                                                         0.00                  0.00

15 298    01 BCU   MCCASKILL, FLORENE   C   615    475.00  335.00 01  09/02/88 1YR  09/30/97             0.00        0.00     10/96
             1-1                                                                                         0.00                 10.00

15 299    01 BCD   SCHLENKER, BETTY     C   615    475.00  395.00 01  02/04/94 1YR  03/31/98             0.00        0.00     04/97
             1-1                                                                                         0.00                 15.00
</TABLE>
<PAGE>

QCRM410                         RENT ROLL REPORT                        PAGE  20
01                             FARB REALTY COMPANY         SYSTEM DATE: 06/24/97
20                            CREEKSIDE APARTMENTS         SELECT DATE: 06/24/97
Period: 06/97                     June 24, 1997                         11:02:20
<TABLE>
<CAPTION>
====================================================================================================================================
             TYPE                       S                                      ** LEASE **   NOTICE   DEPOSIT              LAST DATE
BLD  UNIT ID DESC  NAME                 T  SQFT   MARKET   ACTUAL DUE  MOVE-IN TRM  EXPIRES MOVE-OUT    L-M-R    BALANCE      AMOUNT
====================================================================================================================================
<S>       <C>      <C>                  <C><C>    <C>      <C>    <C> <C>      <C>  <C>      <C>       <C>          <C>       <C>
15 300    03 BCU   WHITE, TIFNI PAIGE   C  615    475.00   410.00 01  06/09/96 6MT  07/31/97           150.00       0.00
             1-1                                                                                         0.00                  0.00

15 301    02 BCD   RESTIVO, SHAWNA      C  615    475.00   410.00 01  11/01/96 1YR  10/31/97           150.00       0.00
             1-1                                                                                         0.00                  0.00

15 302    02 BCU   COMPARATO, JAMES     C  615    475.00   400.00 01  10/07/95 6MO  10/31/97           150.00       0.00      11/96
             1-1                                                                                         0.00                 25.00

15 303    02 BCD   MARTIN, EMILY        C  615    475.00   410.00 01  01/03/97 6MT  07/31/97           150.00       0.00
             1-1                                                                                         0.00                  0.00

15 304       BCU   VACANT                  615    475.00
             1-1

15 305    01 BCD   SMITH, WILLIAM       C  615    475.00   425.00 01  03/01/97 6MO  08/31/97           150.00       0.00
             1-1                                                                                         0.00                  0.00

15 306    01 BCU   BONILLA/VILLANEDA    C  615    475.00   380.00 01  11/04/94 6MO  09/30/97           150.00       0.00      05/96
             1-1                                                                                         0.00                 25.00

15 307    05 BCD   SKINNER, WILLIAM     C  615    475.00   390.00 01  04/01/92 1YR  01/31/98            75.00       0.00      06/96
             1-1                                                                                         0.00                 25.00

15 308    03 BCU   SALLAM, MOHAMED      C  615    475.00   375.00 01  07/15/95 12M  07/31/97           150.00       0.00
             1-1                                                                                         0.00                  0.00

16 BC#1   01 A-BC  CAYWOOD, ELI & MANDI C  1108   775.00   775.00 01  06/07/97 6MO  12/31/97           500.00       0.00
             2-2                                                                                         0.00                  0.00

16 BC#10  02 K-BC  BRANNON, BRUCE       C  890    625.00   625.00 01  08/16/96 1YR  08/31/97           150.00       0.00
             1-1                                                                                         0.00                  0.00

16 BC#2   03 B-BC  HARTMAN, TIMOTHY     C  722    505.00   505.00 01  09/15/94 M-M  08/31/95           150.00       0.00
             1-1                                                                                         0.00                  0.00

16 BC#3   02 C-BC  COSTA, PATRICIA      C  1168   775.00   700.00 01  08/11/90 1YR  03/31/98           180.00       0,00      04/97
             1--1                                                                                        0.00                 25.00

16 BC#4   04 D-BC  KIMMEY, DAVID        C  822    575.00   505.00 01  12/10/92 M-M  04/30/96           300.00       0.00      10/96
             1-1                                                                                         0.00                 25.00

16 BC#5   03 E-BC  DEVINE, DAVE         C  885    575.00   575.00 01  06/01/96 1YR  01/31/98             0.00       0.00
             1-1                                                                                         0.00                  0.00

16 BC#6   01 F-BC  GORSKY, VLADIMIR     C  1000   700.00   700.00 01  12/06/94 M-M  06/30/95           150.00       0.00
             2-2                                                                                         0.00                  0.00

16 BC#7   03 G-BC  BETTIS, DOUGLAS      C  728    510.00   500.00 01  02/01/93 1YR  11/30/97           180.00       0.00      08/96
             1-1                                                                                         0.00                 25.00
</TABLE>
<PAGE>

QCRM410                         RENT ROLL REPORT                        PAGE  21
01                             FARB REALTY COMPANY         SYSTEM DATE: 06/24/97
20                            CREEKSIDE APARTMENTS         SELECT DATE: 06/24/97
Period: 06/97                     June 24, 1997                         11:02:59
<TABLE>
<CAPTION>
====================================================================================================================================
             TYPE                       S                                      ** LEASE **   NOTICE   DEPOSIT              LAST DATE
BLD  UNIT ID DESC  NAME                 T  SQFT   MARKET   ACTUAL DUE  MOVE-IN TRM  EXPIRES MOVE-OUT    L-M-R    BALANCE      AMOUNT
====================================================================================================================================
<S>       <C>      <C>                  <C><C>    <C>      <C>    <C> <C>      <C>  <C>      <C>       <C>      <C>       <C>
16 BC#8   02 H-BC  KAHL/ROBINSON        C  728    510.00   510.00 01  08/15/94 M-M  05/31/97 06/06/97  50.00        0.00
             1-1                                                                             07/06/99   0.00                   0.00

16 BC#9   01 J-BC  GONZALES, ISAAC      C  752    525.00   525.00 01  12/01/95 1YR  11/30/97            0.00        0.00
             1-1                                                                                        0.00                   0.00


                   TOTAL CURRENT RESIDENTS                                                         45,875.00    3,327.03-
                                                                                                        0.00
                   TOTAL PREVIOUS RESIDENTS                                                             0.00        0.00
                                                                                                        0.00
                   TOTAL PROJECT           218,179        138,965.00                               45,875.00    3,327.03-
                                                 167,275.00                                             0.00
                   TOTAL IUNIT             330

                   GROSS POSSIBLE INCOME         146,190.00
</TABLE>
<PAGE>

QCRM410                         RENT ROLL REPORT                        PAGE   1
01                             FARB REALTY COMPANY         SYSTEM DATE: 06/24/97
20                            CREEKSIDE APARTMENTS         SELECT DATE: 06/24/97
Period: 06/97                     June 24, 1997                         10:50:07
<TABLE>
<CAPTION>
====================================================================================================================================
             TYPE                       S                                      ** LEASE **   NOTICE   DEPOSIT              LAST DATE
BLD  UNIT ID DESC  NAME                 T  SQFT   MARKET   ACTUAL DUE  MOVE-IN TRM  EXPIRES MOVE-OUT    L-M-R    BALANCE      AMOUNT
====================================================================================================================================
<S>       <C>      <C>                  <C><C>    <C>      <C>    <C> <C>      <C>  <C>      <C>       <C>      <C>       <C>
 01 101   01 MD    JOHNSON/CRATE        C  1008   690.00   640.00 01  03/01/97 6MO  08/31/97           200.00      0.00
             2-2                                                                                         0.00                  0.00

 01 102   01 MU    KAY/LASKOWSKI        C  1008   690.00   640.00 01  02/01/97 1YR  01/31/98           200.00      0.00
             2-2                                                                                         0.00                   000

 01 103   01 MD    PARK/LATHAM          C  1008   690.00   620.00 01  12/14/96 6MO  06/30/97 05/25/97  200.00      0.00
             2-2                                                                             06/30/99    0.00                  0.00

 01 104   03 MU    CANOW/JACKSON        C  1008   690.00   640.00 02  02/24/97 6MO  08/31/97           200.00      0.00
             2-2                                                                                         0.00                  0.00

 01 105   01 MD    CANOVA, DEBRA        C  1008   690.00   600.00 01  11/04/94 M-M  03/31/96 06/02/97  200.00      0.00       04/96
             2-2                                                                             07/01/99    0.00                  0.00

 01 105   02 MD    JUAREZ,  06/10/97    N  1008   690.00   665.00 01  07/08/99                           0.00      0.00
             2-2                                                                                         0.00                  0.00

 01 106   01 MU    RODRIGUEZ, RAFAEL    C  1008   690.00   585.00 01  06/06/94 M-M  12/31/94           125.00      0.00       10/96
             2-2                                                                                         0.00                 25.00

 01 107   04 MD    "MODEL,              C  1008   690.00   690.00 01  10/01/94 M-M  10/31/94             0.00      0.00
             2-2                                                                                         0.00                  0.00

 01 108   01 MU    "JONES, RUSSELL      C  1008   690.00   690.00 01  01/01/95 M-M  01/31/95             0.00      0.00
             2-2                                                                                         0.00                  0.00

 01 109   05 MBD   ALEXANDER/WALKER     C  1008   7l5.00   635.00 01  03/01/96 6MO  06/30/97           200.00      0.00
             2-2                                                                                         0.00                  0.00

 01 110   01 MBU   PACHECO/GORDILLO     C  1008   715.00   640.00 01  11/08/96 1YR  11/30/97           200.00      0.00
             2-2                                                                                         0.00                  0.00

 01 111   03 MBD   RODJUDIN/ HARIADI    C  1008   715.00   650.00 01  02/08/97 6MO  08/31/97           200.00   1,300.00-
             2-2                                                                                         0.00                  0.00

 01 112   03 MBU   DAVIS/BYRAN          C  1008   715.00   665.00 01  04/03/97 6MO  10/31/97           200.00      0.00
             2-2                                                                                         0.00                  0.00

 01 113   01 MBD   EDWARDS,  06/10/97   N  1008   715.00   690.00 01  07/08/99                           0.00      0.00
             2-2                                                                                         0.00                  0.00

 01 113   03 MBD   DUKE, SHAWNNA        C  1008   715.00   650.00 01  01/01/97 6MO  06/30/97 06/01/97  200.00      0,00
             2-2                                                                             06/30/99    0,00                  0.00

 01 114   03 MBU   HOLOBOWIEZ/MITSCH    C  1008   715.00   640.00 01  10/05/96 M-M  04/30/97           200.00      60.00-
             2-2                                                                                         0.00                  0.00

 01 115   04 MBD   RAY, ADRIAN          C  1008   715.00   655.00 01  08/01/96 6MO  07/31/97           200.00      0.00
             2-2                                                                                         0.00                  0.00
</TABLE>
<PAGE>

QCRM410                         RENT ROLL REPORT                        PAGE   2
01                             FARB REALTY COMPANY         SYSTEM DATE: 06/24/97
20                            CREEKSIDE APARTMENTS         SELECT DATE: 06/24/97
Period: 06/97                     June 24, 1997                         10:50:46
<TABLE>
<CAPTION>
====================================================================================================================================
             TYPE                       S                                      ** LEASE **   NOTICE   DEPOSIT              LAST DATE
BLD  UNIT ID DESC  NAME                 T  SQFT   MARKET   ACTUAL DUE  MOVE-IN TRM  EXPIRES MOVE-OUT    L-M-R    BALANCE      AMOUNT
====================================================================================================================================
<S>       <C>      <C>                  <C><C>    <C>      <C>    <C> <C>      <C>  <C>      <C>       <C>      <C>       <C>
01 116    03 MBU   HACKING, JOSEPH/CARA C  1008   715.00   690.00  01 05/03/97 6MO  11/30/97           200.00     0.00
             2-2                                                                                         0.00                  0.00

02 117    04 MD    CRAWFORD/O'BOYLE     C  1008   690.00   630.00  01 11/15/95 M-M  05/31/97           200.00     0.00        06/97
             2-2                                                                                         0.00                 25.00

02 118    01 MU    THOMAS/PERRY         C  1008   690.00   640.00  01 03/20/97 6MO  09/30/97           200.00     0.00
             2-2                                                                                         0.00                  0.00

02 119    02 MD    ARRIAGADA, LUIS      C  1008   690.00   665.00  01 06/12/97 6MO  12/31/97           200.00     0.00
             2-2                                                                                         0.00                  0.00

02 120    01 MU    ROBSON, JAMES        C  1008   690.00   550.00  01 03/04/89 M-M  06/30/96           100.00     0.00        07/96
             2-2                                                                                         0.00                 25.00

02 121    01 MD    LARA/DIAZ            C  1008   690.00   620.00  01 06/01/95 M-M  05/31/96           230.00     0.00        06/97
             2-2                                                                                         0.00                 25.00

02 122    01 MU    RADZWILL, JOSEPH     C  1008   690.00   575.00  01 09/01/93 1YR  11/30/97           350.00     0.00        10/96
             2-2                                                                                         0.00                 25.00

02 123    01 MD    ABOUELCHABAB, KAMAL  C  1008   690.00   615.00  01 06/01/90 1YR  03/31/98           100.00     0.00        04/97
             2-2                                                                                         0.00                  0.00

02 124    01 MU    COX,  06/10/97       N  1008   690.00   665.00  01 07/15/99                           0.00     0.00
             2-2                                                                                         0.00                  0.00

02 124    05 MU    MONTGOMERY, CHAD     C  1008   690.00   640.00  01 01/23/97 1YR  01/31/98 05/28/97  200.00     0.00
             2-2                                                                             06/30/99    0.00                  0.00

02 125    03 MBD   BEDNER, MICHAEL      C  1008   715.00   565.00  01 01/11/97 1YR  01/31/98           200.00     0.00
             2-2                                                                                         0.00                  0.00

02 126    01 MBU   VILLAFUERTE, JUAN    C  1008   715.00   690.00  01 06/07/97 6MO  12/31/97             0.00     0.00
             2-2                                                                                         0.00                  0.00

02 127    01 MBD   ADAMS, ROCHELLE      C  1008   715.00   590.00  01 10/23/85 1YR  01/31/98             0.00     0.00        11/96
             2-2                                                                                         0.00                 25.00

02 128    04 MBU   STATON/CHESSER       C  1008   715.00   610.00  01 06/26/93 M-M  06/30/96           150.00     0.00        07/96
             2-2                                                                                         0.00                 25.00

02 129    03 MBD   OTTEN, KENNETH       C  1008   715.00   655.00  01 12/07/96 6MO  06/30/97           200.00     0.00
             2-2                                                                                         0.00                  0.00

02 130    01 MBU   DAVIS/HEFFRON        C  1008   715.00   620.00  01 11/01/96 1YR  10/31/97           200.00     0.00
             2-2                                                                                         0.00                  0.00

22 131    02 MBD   MELCHER, EMILY       C  1008   715.00   650.00  01 01/10/97 6MO  07/31/97           500.00   675.00
             2-2                                                                                         0.00                  0.00
</TABLE>
<PAGE>

                        HISTORICAL OPERATING STATEMENTS
<PAGE>

DETAIL OPERATING STATEMENT                                   FARB REALTY COMPANY
                                                     08:25 AM           07/07/97
- --------------------------------------------------------------------------------
WEST POINT SUMMARY (953)                                     #UNITS        1,280
JUNE 30, 1997                                                SQ.FT.      977,795
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                       Jan          Feb          Mar         Apr        May        Jun       Jun         Jul        
                                     Actual       Actual       Actual      Actual     Actual     Actual     Budget      Budget      
                                    -------      -------      -------     -------    -------    -------    -------     -------      
<S>                                 <C>          <C>          <C>         <C>        <C>        <C>        <C>         <C>          
- -INCOME-

Gross Rental Income                 677,868      678,663      684,820     689,013    691,993    697,202    679,435     680,600     
Model/Free Units                    (16,630)     (18,008)     (17,980)    (15,909)   (16,056)   (15,923)   (21,155)    (21,155)    
Vacancy                             (21,253)     (20,356)     (36,546)    (40,779)   (42,141)   (32,485)   (25,757)    (25,802)    
Misc. Income                         20,882       14,720       17,573      17,124     19,134     17,759     12,310      13,200     
                                    ------------------------------------------------------------------------------------------------
TOTAL INCOME                        660,868      655,019      647,868     649,450    652,930    666,552    644,833     646,843     

- -EXPENSES-

Payroll                              77,585       79,118       81,902      83,606    115,630     87,060     75,652      71,164     
Taxes-Ad Valorem                     45,276       44,165       44,165      44,165     44,165     44,165     45,095      45,095     
Insurance                          (142,910)      20,277       20,277      20,277     19,491     19,491     20,277      20,277     
Utilities                           128,538      121,880      119,330     116,266    111,366    132,114    128,983     137,580     
Sales & General                      23,493       30,057       33,574      26,944     27,666     29,673     34,735      33,565     
Maintenance                          62,390       58,616       59,540      65,529     78,577     75,642     55,470      54,970     
                                    -------  -----------  -----------  ----------  ---------  ---------  ---------  ----------

Sub-Total                           194,372      354,014      358,788     356,787    396,895    388,144    360,212     362,651     

Management Fee                       26,435       26,201       25,915      25,978     26,117     26,662     25,793      25,874     
                                    -------  -----------  -----------  ----------  ---------  ---------  ---------  ----------
TOTAL EXPENSES                      220,807      380,215      384,703     382,765    423,012    414,806    386,005     388,525     

                                    ------------------------------------------------------------------------------------------------
NET OPERATING INCOME                440,061      274,805      263,165     266,685    229,917    251,746    258,828     258,318     

Replacement Costs                    28,971       27,663       31,181      37,287     63,510     73,364     30,840      27,840     

CASH FLOW (before Debt Service)     411,090      247,142      231,984     229,398    166,407    178,382    227,988     230,478     

Mortgage Interest Payments          209,825      189,519      209,825     203,056    209,825    203,056    203,047     209,817     

                                    ------------------------------------------------------------------------------------------------
NET CASH FLOW                       201,265       57,623       22,159      26,342    (43,417)   (24,674)    24,941      20,661     
                                    ------------------------------------------------------------------------------------------------


VACANCY LOSS %                         3.14%        3.00%        5.34%       5.92%      6.09%      4.66%      3.79%       3.79%    
MANAGEMENT APARTMENTS %                2.23%        2.22%        2.41%       2.24%      2.21%      2.21%      2.59%       2.59%    
ECONOMIC OCCUPANCY %                  94.41%       94.35%       92.04%      91.77%     91.59%     93.06%     93.10%      93.10%    
DIRECT EXPENSES %                     28.67%       52.16%       52.39%      51.78%     57.36%     55.67%     53.02%      53.28%    
MANAGEMENT FEE EXPENSE %               4.00%        4.00%        4.00%       4.00%      4.00%      4.00%      4.00%       4.00%    
CAPITAL EXPENDITURES %                 4.27%        4.08%        4.55%       5.41%      9.18%     10.52%      4.54%       4.09%    
RENT INFLATION %                                    0.12%        0.91%       0.61%      0.43%      0.75%     -2.55%       0.17%

GROSS RENTS PER SQ. FT.                0.693        0.694        0.700       0.705      0.708      0.713      0.695       0.696     
EFF. GROSS INC. PER SQ. FT.            0.676        0.670        0.663       0.664      0.668      0.682      0.659       0.662     
DIRECT EXP'S PER SQ. FT.                2.39         4.34         4.40        4.38       4.87       4.76       4.42        4.45     
AVERAGE RENT PER UNIT                    530          530          535         538        541        545        531         532     

<CAPTION>

- ---------------------------------------------------------------------------------------------------------------------
                                      Aug         Sep         Oct        Nov        Dec         Budget          Total
                                    Budget      Budget      Budget     Budget     Budget       +Actual         Budget
                                   -------     -------     -------    -------     -------      -------      ---------
<S>                                <C>         <C>         <C>        <C>         <C>          <C>          <C>
- -INCOME-

Gross Rental Income                681,845     682,930     683,805    684,655    685,180     8,218,576      8,157,620
Model/Free Units                   (21,155)    (21,155)    (21,155)   (21,155)   (21,155)     (227,437)      (250,380)
Vacancy                            (20,456)    (36,690)    (38,168)   (38,214)   (38,243)     (391,132)      (404,090)
Misc. Income                        12,860      11,860      11,690     11,840     11,935       180,578        149,650
                                   ----------------------------------------------------------------------------------
TOTAL INCOME                       653,094     636,945     636,172    637,126    637,717     7,780,584      7,652,800

- -EXPENSES-

Payroll                             71,283      75,872     103,489     71,480    103,048     1,021,238        963,148
Taxes-Ad Valorem                    45,095      45,095      45,095     45,095     45,095       536,671        541,140
Insurance                           20,277      20,277      20,277     20,277     20,277        78,565        243,324
Utilities                          134,004     122,650     112,093    106,083    102,511     1,444,415      1,428,885
Sales & General                     33,560      30,285      30,380     30,230     30,380       359,807        382,265
Maintenance                         55,370      51,095      48,775     43,380     43,245       697,029        588,510
                                   -------  ----------  ----------  ---------  ---------  ------------  -------------

Sub-Total                          359,589     345,274     360,109    316,545    344,556     4,137,725      4,147,272

Management Fee                      26,124      25,478      25,447     25,485     25,509       311,225        306,113
                                   -------  ----------  ----------  ---------  ---------  ------------  -------------

TOTAL EXPENSES                     385,713     370,752     385,556    342,030    370,065     4,448,950      4,453,385

                                   ----------------------------------------------------------------------------------
NET OPERATING INCOME               267,381     266,193     250,616    295,096    267,652     3,331,634      3,199,415

Replacement Costs                   27,840      25,840      12,565     11,965     11,965       379,992        305,680

CASH FLOW (before Debt Service)    239,541     240,353     238,051    283,131    255,687     2,951,643      2,893,735

Mortgage Interest Payments         209,817     203,047     209,817    203,047    209,817     2,470,467      2,470,424

                                   ----------------------------------------------------------------------------------
NET CASH FLOW                       29,724      37,306      28,234     80,084     45,870       481,176        423,311
                                   ----------------------------------------------------------------------------------


VACANCY LOSS %                        3.00%       5.37%       5.58%      5.58%      5.58%         4.76%          4.95%
MANAGEMENT APARTMENTS %               2.58%       2.58%       2.57%      2.57%      2.57%         2.41%          2.55%
ECONOMIC OCCUPANCY %                 93.90%      91.53%      91.32%     91.33%     91.33%        92.47%         91.98%
DIRECT EXPENSES %                    52.74%      50.56%      52.66%     46.23%     50.29%        50.35%         50.84%
MANAGEMENT FEE EXPENSE %              4.00%       4.00%       4.00%      4.00%      4.00%         4.00%          4.00%
CAPITAL EXPENDITURES %                4.08%       3.78%       1.84%      1.75%      1.75%         4.62%          3.75%
RENT INFLATION %                      0.18%       0.16%       0.13%      0.12%      0.08%

GROSS RENTS PER SQ. FT                0.697       0.698       0.699      0.700      0.701         0.700          0.695
EFF. GROSS INC. PER SQ. FT            0.668       0.651       0.651      0.652      0.652         0.663          0.652
DIRECT EXP'S PER SQ. FT                4.41        4.24        4.42       3.88       4.23          4.23           4.24
AVERAGE RENT PER UNIT                   533         534         534        535        535           535            531
</TABLE>
<PAGE>

DETAIL OPERATING STATEMENT                                   FARB REALTY COMPANY
                                                     08:25 AM           07/07/97
- --------------------------------------------------------------------------------
WEST POINT SUMMARY (953)                                     #UNITS        1,280
JUNE 30,1997                                                 SQ.FT.      977,795
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                              Jan         Feb         Mar         Apr         May         Jun        Jun         Jul         Aug    
                            Actual      Actual      Actual      Actual      Actual      Actual      Budget      Budget      Budget  
                            -------     -------     -------     -------     -------     -------     -------     -------     ------- 
<S>                         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>     
- -INCOME-

GROSS RENTAL INCOME         677,868     678,663     684,820     689,013     691,993     697,202     679,435     680,600     681,845 

Model Apartment Coat         (2,445)     (2,445)     (2,525)     (2,525)     (2,545)     (2,590)     (2,320)     (2,320)     (2,320)
Employee Apt Cost           (12,657)    (12,653)    (13,963)    (12,923)    (12,778)    (12,785)    (15,280)    (15,280)    (15,280)
Discounted Rent              (1,528)     (2,910)     (1,492)       (461)       (733)       (548)     (3,555)     (3,555)     (3,555)
Gratuitous Rent                   0           0           0           0           0           0           0           0           0 
                            --------------------------------------------------------------------------------------------------------
TOTAL MODEL/FREE UNITS      (16,660)    (18,008)    (17,980)    (15,909)    (16,056)    (15,923)    (21,155)    (21,155)    (21,155)

Vacancy                     (21,253)    (20,356)    (36,546)    (40,779)    (42,141)    (32,485)    (25,757)    (25,802)    (20,456)

Late Charge/Nsf               3,348       1,610       2,137       1,360       1,890       2,185       1,545       1,385       1,345 
Other Income                  2,705         895       3,000       1,871       2,295       2,863       1,005       1,005       1,005 
Deposits Forfeited            6,229       4,217       4,260       5,995       3,385       3,830       2,400       3,450       3,150 
Laundry Commissions           8,399       7,410       7,696       7,226      11,181       8,256       7,080       7,080       7,080 
Vending Commissions             201         588         480         672         383         624         280         280         280 
                            --------------------------------------------------------------------------------------------------------
TOTAL MISC. INCOME           20,882      14,720      17,573      17,124      19,134      17,759      12,310      13,200      12,860 

TOTAL INCOME                660,868     655,019     647,868     649,450     652,930     666,552     644,833     646,843     653,094 

- -EXPENSES-
Manager Salary               20,090      21,980      22,880      20,527      29,662      20,240      19,185      19,185      19,265 
Leasing Salary                8,479       8,368       8,923       8,903      11,083       8,438       7,105       7,105       7,125 
Maintenance Salary           21,705      19,992      22,846      25,483      38,935      25,291      18,430      18,430      18,430 
Maid/Porter Salary           11,725      11,482      11,543      12,236      17,643      12,502      10,200      10,200      10,200 
Insurance - Benefits         10,986      10,489      10,697       9,479       9,212      14,741      14,416       9,928       9,936 
Taxes - Payroll               6,600       6,806       7,014       6,979       9,095       5,848       6,316       8,316       6,327 
                            --------------------------------------------------------------------------------------------------------
TOTAL PAYROLL                77,585      79,118      81,902      83,606     115,630      87,060      75,652      71,164      71,283 

TAXES - OTHER                 1,111           0           0           0           0           0           0           0           0 
TAXES - AD VALOREM           44,165      44,165      44,165      44,165      44,165      44,165      45,095      45,095      45,095 
HOMEOWNERS FEE                    0           0           0           0           0           0           0           0           0 
INSURANCE - GL, FIRE & EC  (142,910)     20,277      20,277      20,277      19,491      19,491      20,277      20,277      20,277 

Electrical - Apts               692         496         351         533         483         551         653         726         726 
Electrical - Buildings       52,213      49,256      47,928      51,542      51,980      61,262      57,700      64,110      64,110 
Natural Gas Service          23,819      29,014      28,087      19,785      17,973      16,006      13,157      12,669      11,695 
Telephone Service             2,004       2,194       1,507       2,790       1,522       1,900       1,890       1,890       1,890 
Water Service                45,899      37,097      37,593      37,877      36,000      49,270      52,033      54,635      52,033 
Trash Removal                 3,911       3,824       3,864       3,739       3,428       3,126       3,550       3,550       3,550 
                            --------------------------------------------------------------------------------------------------------
TOTAL UTILITIES             128,538     121,880     119,330     116,266     111,366     132,114     128,983     137,580     134,004 

Security Expense              8,574       9,370       7,972       7,883       8,417       7,735       9,100       9,100       9,100 
Professional Fees             2,126       1,271       1,484       2,168       2,324       1,471       2,540       2,595       2,540 
Advertising                   1,020       1,932       3,543       1,768       1,498       1,728       1,705       1,705       1,705 
Resident Retention            2,414       2,587       4,499       2,294       3,217       5,265       1,650       1,650       1,850 
Locator Fees                  8,915      10,860      10,095       8,985       6,030       9,165      11,890      11,890      11,890 
Furniture Rental                  0           0           0           0           0           0           0           0           0 
Other Expense                 1,268       1,496       3,075       1,949       3,533       2,432       4,655       3,280       3,280 
Office Repair & Supplies      1,175       2,540       2,905       1,896       2,647       1,876       3,195       3,345       3,195 
                            --------------------------------------------------------------------------------------------------------
TOTAL SALES & GENERAL        23,493      30,057      33,574      26,944      27,666      29,673      34,735      33,565      33,560 

<CAPTION>

- ---------------------------------------------------------------------------------------------------------
                                 Sep         Oct         Nov         Dec         Budget        Total
                                Budget      Budget      Budget      Budget      +Actual       Budget
                                -------     -------     -------     -------     ---------     ---------
<S>                             <C>         <C>         <C>         <C>         <C>           <C>      
- -INCOME-

GROSS RENTAL INCOME             682,930     683,805     684,855     685,180     8,218,576     8,157,620

Model Apartment Coat             (2,320)     (2,320)     (2,320)     (2,320)      (28,995)      (27,630)
Employee Apt Cost               (15,280)    (15,280)    (15,280)    (15,280)     (169,439)     (180,090)
Discounted Rent                  (3,555)     (3,555)     (3,555)     (3,555)      (29,003)      (42,660)
Gratuitous Rent                       0           0           0           0             0             0
                            ----------------------------------------------------------------------------
TOTAL MODEL/FREE UNITS          (21,155)    (21,155)    (21,155)    (21,155)     (227,437)     (250,380)

Vacancy                         (30,690)    (38,168)    (38,214)    (38,243)     (391,132)     (404,090)

Late Charge/Nsf                   1,545       1,525       1,525       1,770        21,625        17,770
Other Income                      1,005       1,005       1,005       1,005        19,659        12,060
Deposits Forfeited                1,950       1,800       1,950       1,800        42,017        31,500
Laundry Commissions               7,080       7,080       7,080       7,080        92,649        84,960
Vending Commissions                 280         280         280         280         4,628         3,300
                            ----------------------------------------------------------------------------
TOTAL MISC. INCOME               11,860      11,690      11,840      11,935       180,578       149,650

TOTAL INCOME                    636,945     636,172     637,126     637,717     7,780,584     7,652,800

- -EXPENSES-
Manager Salary                   19,350      29,025      19,350      24,188       265,742       254,788
Leasing Salary                    7,125      10,053       7,125      17,817       106,545       101,613
Maintenance Salary               18,430      27,650      18,510      23,138       278,840       244,228
Maid/Porter Salary               10,200      15,300      10,200      12,750       145,981       135,150
Insurance - Benefits             14,430      12,029       9,949      16,197       138,073       142,780
Taxes - Payroll                   6,337       9,432       6,346       8,958        86,058        84,609
                            ----------------------------------------------------------------------------
TOTAL PAYROLL                    75,872     103,489      71,480     103,048     1,021,238       963,148

TAXES - OTHER                         0           0           0           0         1,111             0
TAXES - AD VALOREM               45,095      45,095      45,065      45,095       535,580       541,140
HOMEOWNERS FEE                        0           0           0           0             0             0
INSURANCE - GL, FIRE & EC        20,277      20,277      20,277      20,277        78,565       243,324

Electrical - Apts                   617         581         545         508         6,789         7,260
Electrical - Buildings           54,493      61,288      48,082      44,878       641,142       841,102
Natural Gas Service              12,669      13,157      15,593      20,465       220,932       194,912
Telephone Service                 1,890       1,890       1,890       1,890        23,256        22,680
Water Service                    49,431      41,627      36,423      31,220       509,105       620,331
Trash Removal                     3,550       3,550       3,550       3,550        43,191        42,600
                            ----------------------------------------------------------------------------
TOTAL UTILITIES                 122,650     112,093     106,083     102,511     1,444,415     1,428,885

Security Expense                  9,100       9,100       9,100       9,100       104,551       109,200
Professional Fees                 2,595       2,540       2,540       2,540        26,194        31,935
Advertising                       1,705       1,705       1,705       1,705        21,721        20,460
Resident Retention                1,650       1,650       1,650       1,650        30,378        20,000
Locator Fees                      8,910       8,910       8,910       8,910       111,470       121,820
Furniture Rental                      0           0           0           0             0             0
Other Expense                     3,130       3,280       3,130       3,280        33,134        40,135
Office Repair & Supplies          3,195       3,195       3,195       3,195        32,360        38,715
                            ----------------------------------------------------------------------------
TOTAL SALES & GENERAL            30,285      30,380      30,230      30,380       359,807       382,265
</TABLE>
<PAGE>

DETAIL OPERATING STATEMENT                                   FARB REALTY COMPANY
                                                     08:25 AM           07/07/97
- --------------------------------------------------------------------------------
WEST POINT SUMMARY (953)                                     #UNITS        1,280
JUNE 30, 1997                                                SQ.FT.      977,795
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                       Jan          Feb          Mar         Apr        May       Jun        Jun         Jul        
                                     Actual       Actual       Actual      Actual     Actual     Actual     Budget      Budget      
                                    -------      -------      -------     -------    -------    -------    -------     -------      
<S>                                 <C>          <C>          <C>         <C>        <C>        <C>        <C>         <C>          
Exterminating                         1,009        1,048        1,470       1,096      1,244      1,233      1,220       1,220     
Cleaning Supplies                     1,107        1,070        1,001         883      1,423      1,024      1,200       1,200     
Repairs And Supplies                    895        3,231        2,278       2,468      1,611      2,145      1,800       1,800     
Air Conditioner Maintenance           4,904        3,958        3,917       5,655      4,040      4,109      4,700       4,700     
Appliance Maintenance                 1,005          918          941         269      1,296        376        725         725     
Building Maintenance                 10,073        7,419        5,826       5,588      9,210     10,167      5,200       5,200     
Carpet Maintenance                    2,239        1,957        2,257       1,707      1,793      1,538      2,800       2,800     
Wlndow Treatments-Repairs                 0            0            0           0          0          0          0           0     
Electrical Maintenance                1,253        1,589        1,486       1,803      1,187        671      1,825       1,825     
Painting Contract                    11,621        6,903       14,104      18,275     13,071     10,171      9,550       9,550     
Site Maintenance                        602          381           48         218        207        223      1,200       1,200     
Painting Material                        18          427          378       1,101      3,651      1,148        850         850     
Pool Maintenance                        572          718        1,280         734      2,003      1,496      1,500       1,500     
Plumbing Maintenance                 13,094       15,381       10,180      10,559     11,720     12,078      5,100       4,600     
Roof And Gutter Maintenance             275        1,360        1,450       1,720      2,155      4,445      1,500       1,500     
Fire/Freeze/Flood - Minor                 0            0            0           0          0          0          0           0     
Landscaping                          13,724       12,158       12,922      13,453     23,965     24,819     16,300      16,300     
                                    ------------------------------------------------------------------------------------------------
TOTAL MAINTENANCE                    62,390       58,516       59,540      65,529     78,577     75,642     55,470      54,970     

MANAGEMENT FEE                       26,435       26,201       25,915      25,978     26,117     26,662     25,793      25,874     

TOTAL EXPENSES                      220,807      380,215      384,703     382,765    423,012    414,806    386,005     388,525     

NET OPERATING INCOME                440,061      274,805      263,165     266,685    229,917    251,746    258,828     258,318     

Repl. Cost-Air Conditioner            4,550        2,778        5,600       1,118     22,040     39,599      5,000       5,000     
Repl. Cost-Appliances                 4,226        5,081        4,541       4,743      7,854      6,590      6,100       6,100     
Repl. Cost-Bldgs-Other                    0            0            0           0          0          0          0           0     
Repl. Cost-Buildings                      0            0            0           0          0          0          0           0     
Repl. Cost-Carpet/Tile               12,884        9,830       18,616      22,331     20,814     20,310     14,600      14,600     
Repl. Cost-Mini-Blinds                1,373          851        1,031         991      1,637      1,487      1,300       1,300     
Repl. Cost-Electrical                 2,816        3,948          104         797        691        521        840         840     
Repl. Cost-Painting                       0            0            0           0          0          0          0           0     
Repl. Cost-Site                           0            0            0           0          0          0          0           0     
Repl. Cost-Pools                          0            0            0       1,196          0          0      2,000           0     
Repl. Cost-Plumbing                       0            0          216       6,111      2,460      1,072          0           0     
Repl. Cost-Roof/Gutter                    0            0            0           0          0      1,090          0           0     
Fire/Freeze/Flood-Major                   0            0            0           0          0          0          0           0     
Acquired Assets                       3,122        5,174        1,073           0      8,015      2,696      1,000           0     
                                    ------------------------------------------------------------------------------------------------
TOTAL REPLACEMENT COSTS              28,971       27,663       31,181      37,287     63,510     73,364     30,840      27,840     

CASH FLOW (before Debt Service)     411,090      247,142      231,984     229,398    166,407    178,382    227,988     230,478     

Mortgage Interest Payments          209,825      189,519      209,825     203,056    209,825    203,056    203,047     209,817     

                                    ------------------------------------------------------------------------------------------------
NET CASH FLOW                       201,265       57,623       22,159      26,342    (43,417)   (24,674)    24,941      20,661     
                                    ------------------------------------------------------------------------------------------------

<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------
                                       Aug         Sep         Oct        Nov        Dec         Budget          Total
                                     Budget      Budget      Budget     Budget     Budget       +Actual         Budget
                                    -------     -------     -------    -------     -------      -------      ---------
<S>                                 <C>         <C>         <C>        <C>         <C>          <C>          <C>
Exterminating                         1,220       1,220       1,220      1,220      1,220        14,420         14,640
Cleaning Supplies                     1,200       1,050         850        775        775        12,358         11,750
Repairs And Supplies                  1,800       1,700       1,300      1,300      1,300        21,828         18,500
Air Conditioner Maintenance           4,700       4,600       3,450      2,250      2,250        48,533         40,000
Appliance Maintenance                   725         525         525        525        525         8,355          7,200
Building Maintenance                  5,200       4,100       3,600      3,600      3,600        73,583         49,700
Carpet Maintenance                    2,800       2,700       2,100      2,100      2,100        26,091         28,700
Wlndow Treatments-Repairs                 0           0           0          0          0             0              0
Electrical Maintenance                1,825       1,750       1,550      1,550      1,550        18,038         20,075
Painting Contract                     9,550       8,050       5,880      5,760      5,625       118,560         86,695
Site Maintenance                      1,200       1,150       1,150      1,150      1,150         8,679         14,050
Painting Material                       850         650         550        550        550        10,723          8,100
Pool Maintenance                      1,900       1,200       1,200      1,200      1,200        15,003         16,300
Plumbing Maintenance                  4,600       4,600       4,600      4,600      4,600       100,612         56,200
Roof And Gutter Maintenance           1,500       1,500       1,500      1,500      1,500        20,405         18,000
Fire/Freeze/Flood - Minor                 0           0           0          0          0             0              0
Landscaping                          16,300      16,300      19,300     15,300     15,300       199,841        198,600
                                    ----------------------------------------------------------------------------------
TOTAL MAINTENANCE                    55,370      51,095      48,775     43,380     43,245       697,029        588,510

MANAGEMENT FEE                       26,124      25,478      25,447     25,485     25,509       311,225        306,113
TOTAL EXPENSES                      385,713     370,752     385,556    342,030    370,065     4,448,950      4,453,385

NET OPERATING INCOME                267,381     266,193     250,616    295,096    267,652     3,331,634      3,199,415

Repl. Cost-Air Conditioner            5,000       5,000       1,400      1,400      1,400        94,875         37,900
Repl. Cost-Appliances                 6,100       4,700       3,450      3,450      3,450        60,295         52,250
Repl. Cost-Bldgs-Other                    0           0           0          0          0             0              0
Repl. Cost-Buildings                      0           0           0          0          0             0              0
Repl. Cost-Carpet/Tile               14,600      14,000       6,200      5,600      5,600       165,385        113,400
Repl. Cost-Mini-Blinds                1,300       1,300       1,075      1,075      1,075        14,496         13,950
Repl. Cost-Electrical                   840         840         440        440        440        12,717          7,680
Repl. Cost-Painting                       0           0           0          0          0             0              0
Repl. Cost-Site                           0           0           0          0          0             0         55,000
Repl. Cost-Pools                          0           0           0          0          0         1,196         17,000
Repl. Cost-Plumbing                       0           0           0          0          0         9,859              0
Repl. Cost-Roof/Gutter                    0           0           0          0          0         1,090              0
Fire/Freeze/Flood-Major                   0           0           0          0          0             0              0
Acquired Assets                           0           0           0          0          0        20,080          8,500
                                    ----------------------------------------------------------------------------------
TOTAL REPLACEMENT COSTS              27,840      25,840      12,565     11,965     11,965       379,992        305,680

CASH FLOW (before Debt Service)     239,541     240,353     238,051    283,131    255,687     2,951,643      2,893,735

Mortgage Interest Payments          209,817     203,047     209,817    203,047    209,817     2,470,467      2,470,424

                                    ----------------------------------------------------------------------------------
NET CASH FLOW                        29,724      37,306      28,234     80,084     45,870       481,176        423,311
                                    ----------------------------------------------------------------------------------
</TABLE>
<PAGE>

REVIEW OF OPERATIONS                                         FARB REALTY COMPANY
                                                     03:00 PM           07/09/97
- --------------------------------------------------------------------------------
WEST POINT SUMMARY (953)
                                                             #UNITS        1,280
DECEMBER31, 1996                                             SQ.FT.      977,795
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                              Jan         Feb         Mar         Apr         May         Jun        Jul         Aug         Sep    
                            Actual      Actual      Actual      Actual      Actual      Actual      Budget      Budget      Budget  
                            -------     -------     -------     -------     -------     -------     -------     -------     ------- 
<S>                         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>     
- -INCOME-
Gross Rental Income         643,079     650,896     655,776     658,889     661,626     663,188     666,243     669,771     672,033 
Model/Free Units            (16,593)    (17,570)    (17,665)    (16,135)    (17,667)    (17,082)    (17,401)    (18,060)    (18,693)
Vacancy                     (59,499)    (75,301)    (82,310)    (80,908)    (81,316)    (65,111)    (49,784)    (42,704)    (26,689)
Misc. Income                 12,946      16,115      17,445      13,014      17,476      10,190      16,729      16,086      16,651 
                            --------------------------------------------------------------------------------------------------------
TOTAL INCOME                577,933     574,140     573,246     574,860     580,120     501,185     615,787     625,093     643,301 

- -EXPENSES-
Payroll                      69,080      76,913      73,424      69,620      96,717      75,621      75,665      78,262      76,283 
Taxes-Ad Valorem             46,857      44,832      44,165      44,165      44,165      44,165      44,165      44,165      44,165 
Insurance                    29,117      29,117      29,117      20,117      20,277      20,277      20,277      20,882      20,277 
Utilities                   127,001     119,305     119,455     114,993     115,281     119,295     118,400     124,428     112,185 
Sales & General              22,756      30,601      26,641      26,354      31,889      28,938      32,258      41,091      30,140 
Maintenance                  47,430      51,107      41,477      45,005      42,949      43,492      46,872      54,811      46,648 
                            -------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ---------- 
Sub-Total                   342,241     351,876     334,279     329,254     351,278     331,789     337,843     363,638     338,699 

Management Fee               23,116      22,966      22,930      22,995      23,205      23,847      24,832      25,004      25,732 
                            -------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ---------- 
TOTAL EXPENSES              365,357     374,842     357,209     352,249     374,483     355,436     382,275     388,842     364,431 

                            --------------------------------------------------------------------------------------------------------
NET OPERATING INCOME        212,576     199,299     216,038     222,611     206,637     235,748     253,512     230,451     278,871 

Replacement Costs            18,167       9,187      16,178      19,327      10,471      15,678      27,240      40,822      38,969 

CASH FLOW 
   (before Debt Service)    194,409     190,112     199,859     203,283     195,166     220,071     226,272     195,629     239,902 

Mortgage Interest Payments  200,043     196,202     209,733     202,968     209,733     202,988     209,825     209,825     203,056 

                            --------------------------------------------------------------------------------------------------------
NET CASH FLOW               (14,634)     (6,091)     (9,874)        315     (14,567)     17,103      16,447     (14,195)     36,846 
                            --------------------------------------------------------------------------------------------------------


VACANCY LOSS %                 9.25%      11.57%      12.55%      12.18%      12.29%       9.82%       7.47%       6.38%       3.97%
MANAGEMENT APARTMENTS %        2.62%       2.45%       2.56%       2.04%       2.20%       2.20%       2.23%       2.09%       2.26%
ECONOMIC OCCUPANCY %          87.86%      85.73%      84.75%      85.27%      85.04%      87.61%      89.92%      90.93%      93.25%
DIRECT EXPENSES %             53.22%      54.06%      50.97%      49.97%      53.09%      50.03%      50.68%      54.29%      50.40%
MANAGEMENT FEE EXPENSE %       4.00%       4.00%       4.00%       4.00%       4.00%       4.00%       4.00%       4.00%       4.00%
CAPITAL EXPENDITURES %         2.82%       1.41%       2.47%       2.93%       1.58%       2.36%       4.09%       6.09%       5.80%
RENT INFLATION %                           1.22%       0.75%       0.47%       0.42%       0.24%       0.46%       0.53%       0.34%

GROSS RENTS PER SO. FT        0.658       0.666       0.671       0.674       0.677       0.678       0.681       0.685       0.687 
EFF. GROSS INC. PER 50. FT.   0.591       0.587       0.586       0.588       0.593       0.605       0.630       0.639       0.658 
DIRECT EXP'S PER SO. FT        4.20        4.32        4.10        4.04        4.31        4.07        4.14        4.40        4.16 
AVERAGE RENT PER UNIT           502         509         512         515         517         518         521         523         525 

<CAPTION>

- ---------------------------------------------------------------------------------------------------------
                                 Oct         Nov         Dec         Dec         Budget        Total
                                Budget      Budget      Budget      Budget      +Actual       Budget
                                -------     -------     -------     -------     ---------     ---------
<S>                             <C>         <C>         <C>         <C>         <C>           <C>      
- -INCOME-
Gross Rental Income             672,713     675,808     677,283     647,914     7,967,308     7,676,094
Model/Free Units                (17,904)    (18,516)    (16,406)    (18,906)     (211,693)     (227,672)
Vacancy                         (27,222)    (20,901)    (30,057)    (45,027)     (641,801)     (504,636)
Misc. Income                     16,877      16,293      20,123      15,915       189,944       185,748
                            ----------------------------------------------------------------------------
TOTAL INCOME                    644,464     662,684     650,944     599,896     7,303,758     7,129,534

- -EXPENSES-
Payroll                          69,851      97,081      91,582      74,001       950,100       947,993
Taxes-Ad Valorem                 44,165      44,165      31,406      46,499       520,580       557,988
Insurance                        20,277      20,277      20,277      30,573       279,289       361,052
Utilities                       106,924     111,883      96,111     120,597     1,385,266     1,425,577
Sales & General                  47,503      31,955      29,164      20,129       388,290       256,979
Maintenance                      54,963      60,376      50,174      41,420       585,305       546,128
                            -----------  ----------  ----------  ----------  ------------  ------------
Sub-Total                       343,682     365,737     318,714     333,219     4,108,830     4,095,717

Management Fee                   25,779      26,108      26,038      23,996       292,152       285,180
                            -----------  ----------  ----------  ----------  ------------  ------------
TOTAL EXPENSES                  369,461     391,845     344,752     357,215     4,400,982     4,380,897

                            ----------------------------------------------------------------------------
NET OPERATING INCOME            275,003     260,839     306,192     242,681     2,902,776     2,748,637

Replacement Costs                79,339      37,340      92,659      17,520       405,377       256,050

CASH FLOW 
   (before Debt Service)        195,664     223,489     213,533     225,161     2,497,399     2,492,587

Mortgage Interest Payments      209,825     203,056     209,825     211,909     2,476,059     2,498,505

                            ----------------------------------------------------------------------------
NET CASH FLOW                   (14,161)     20,443       3,708      13,252        21,341        (5,918)
                            ----------------------------------------------------------------------------


VACANCY LOSS %                     4.05%       3.09%       4.44%       6.95%         8.06%         6.57%
MANAGEMENT APARTMENTS %            2.25%       2.32%       2.23%       2.75%         2.29%         2.78%
ECONOMIC OCCUPANCY %              93.29%      94.17%      93.14%      90.13%        89.29%        90.46%
DIRECT EXPENSES %                 51.09%      54.12%      47.06%      51.43%        51.57%        53.36%
MANAGEMENT FEE EXPENSE %           4.00%       4.00%       4.00%       4.00%         4.00%         4.00%
CAPITAL EXPENDITURES %            11.79%       5.53%      13.68%       2.70%         5.09%         3.34%
RENT INFLATION %                   0.10%       0.46%       0.22%      -4.34%

GROSS RENTS PER SO. FT            0.688       0.691       0.693       0.663         0.679         0.654
EFF. GROSS INC. PER 50. FT.       0.659       0.668       0.666       0.614         0.622         0.608
DIRECT EXP'S PER SO. FT            4.22        4.49        3.91        4.09          4.20          4.19
AVERAGE RENT PER UNIT               526         528         529         506           519           500
</TABLE>
<PAGE>

DETAIL OPERATING STATEMENT                                   FARB REALTY COMPANY
                                                     03:09 PM           07/09/97
- --------------------------------------------------------------------------------
WEST POINT SUMMARY (953)                                     #UNITS        1,280
DECEMBER31, 1996                                             SQ.FT.      977,795

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                              Jan         Feb         Mar         Apr         May         Jun        Jul         Aug         Sep    
                            Actual      Actual      Actual      Actual      Actual      Actual      Budget      Budget      Budget  
                            -------     -------     -------     -------     -------     -------     -------     -------     ------- 
<S>                         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>     
- -INCOME-

GROSS RENTAL INCOME         643,079     650,696     655,776     658,889     661,626     663,188     666,243     669,771     672,033 

Model Apartment Cost         (3,365)     (2,868)     (3,415)     (2,885)     (3,430)     (3,430)     (2,980)     (1,890)     (2,435)
Employee Apt Cost           (13,483)    (13,062)    (13,350)    (10,550)    (11,097)    (11,137)    (11,890)    (12,118)    (12,727)
Discounted Rent              (1,745)     (1,640)       (900)     (2,700)     (3,140)     (2,515)     (2,531)     (4,053)     (3,531)
Gratuitous Rent                   0           0           0           0           0           0           0           0           0 
                            --------------------------------------------------------------------------------------------------------
TOTAL MODEL/FREE UNITS      (18,593)    (17,570)    (17,665)    (16,135)    (17,667)    (17,082)    (17,401)    (18,060)    (18,693)

Vacancy                     (59,499)    (75,301)    (82,310)    (80,908)    (81,316)    (65,111)    (49,784)    (42,704)    (26,689)

Late Charge/Nsf               1,424       1,470       1,715       1,915       1,980       1,585       2,415       2,275       1,855 
Other Income                  5,354       1,815         408       1,773       1,863       1,820       2,290       2,837       3,337 
Deposits Forfeited            2,530       4,648       5,676       2,492       3,577       1,464       3,633       3,615       4,151 
Laundry Commissions           3,638       7,657       9,262       6,834      10,057       5,321       8,391       7,360       7,308 
Vending Commission                0         525         385           0           0           0           0           0           0 
                            --------------------------------------------------------------------------------------------------------
TOTAL MISC. INCOME           12,946      16,115      17,445      13,014      17,476      10,190      16,729      16,086      16,651 

TOTAL INCOME                577,933     574,140     573,246     574,860     580,120     591,185     615,787     625,093     643,301 

- -EXPENSES-
Manager Salary               18,549      19,289      18,049      16,705      20,761      16,501      19,434      18,208      18,032 
Leasing Salary                6,994       7,637       8,667       7,773      11,885       8,448       8,573      10,814       8,312 
Maintenance Salary           17,084      20,929      17,749      18,135      27,936      20,997      20,401      20,563      19,715 
Maid/Porter Salary           10,100      11,672      11,510      11,316      16,976      12,388      12,630      13,876      13,676 
Insurance - Benefits         10,474      10,813      11,238       9,848      11,531      12,111       9,363       9,363      11,525 
Taxes - Payroll               5,879       6,573       6,209       5,842       7,628       5,176       5,265       5,438       5,024 
                            --------------------------------------------------------------------------------------------------------
TOTAL PAYROLL                69,080      76,913      73,424      69,620      96,717      75,621      75,665      78,262      76,283 

TAXES - OTHER                 1,482         667           0           0           0           0           0           0           0 
TAXES - AD VALOREM           45,375      44,165      44,165      44,165      44,165      44,165      44,165      44,165      44,165 
HOMEOWNERS FEE                    0           0           0           0           0           0           0           0           0 
INSURANCE - GL, FIRE & EC    29,117      29,117      29,117      29,117      20,277      20,277      20,277      20,882      20,277 

Electrical - Apts               880         756         741        (312)        290       1,070         505         974         557 
Electrical - Buildings       48,548      48,825      47,450      47,080      51,460      58,574      60,134      61,733      57,022 
Natural Gas Service          20,628      24,960      22,811      21,852      14,951      11,312       9,615      10,062       9,993 
Telephone Service             2,484       1,515       1,444       1,929       2,488       2,093       2,149       1,939       1,906 
Water Service                51,198      39,965      43,725      41,045      42,807      43,077      42,719      40,362      39,350 
Trash Removal                 3,283       3,283       3,283       3,398       3,283       3,168       3,283       3,358       3,358 
                            --------------------------------------------------------------------------------------------------------
TOTAL UTILITIES             127,001     119,305     119,455     114,993     115,281     119,295     118,406     124,428     112,185 

Security Expense              7,328      12,358       7,116       7,214       9,234      10,665       8,720       9,599       8,688 
Professional Fees             2,280       4,984       5,000       3,837       3,300       3,745       2,147       8,495       2,400 
Advertising                     170       2,218       2,613       1,968       4,374       1,427       4,664         949       1,445 
Resident Retention            1,975       2,143       1,480       2,349       4,498       2,072       1,529       2,626       2,061 
Locator Fees                  7,061       6,185       7,419       5,105       5,130       6,310      10,330      13,975      19,410 
Furniture Rental                893           0         298           0           0       1,052       1,191           0           0 
Other Expense                 1,496         212       2,299       3,406       4,144       2,140       2,342       2,486       1,471 
Office Repair & Supplies      1,553       2,501         416       2,476       1,209       1,529       1,335       2,900       3,666 
                            --------------------------------------------------------------------------------------------------------
TOTAL SALES & GENERAL        22,756      30,601      26,641      26,354      31,889      28,939      32,258      41,091      39,140 

<CAPTION>

- ---------------------------------------------------------------------------------------------------------
                                 Oct         Nov         Dec         Dec         Budget        Total
                                Budget      Budget      Budget      Budget      +Actual       Budget
                                -------     -------     -------     -------     ---------     ---------
<S>                             <C>         <C>         <C>         <C>         <C>           <C>      
- -INCOME-

GROSS RENTAL INCOME             672,713     675,808     677,283     647,914     7,967,308     7,676,094

Model Apartment Cost             (2,435)     (2,445)     (2,445)     (4,615)      (34,023)      (55,380)
Employee Apt Cost               (12,728)    (13,240)    (12,682)    (13,191)     (148,064)     (158,292)
Discounted Rent                  (2,741)     (2,831)     (1,279)     (1,100)      (29,606)      (14,000)
Gratuitous Rent                       0           0           0           0             0             0
                            ----------------------------------------------------------------------------
TOTAL MODEL/FREE UNITS          (17,904)    (16,516)    (16,406)    (18,906)     (211,693)     (227,672)

Vacancy                         (27,222)    (20,901)    (30,057)    (45,027)     (641,801)     (504,636)

Late Charge/Nsf                   1,963       2,294       2,458       1,980        23,349        24,105
Other Income                      2,184       1,368       3,560       2,950        28,607        29,823
Deposits Forfeited                5,400       3,501       4,411       3,750        45,096        45,000
Laundry Commissions               7,331       9,130       8,734       6,850        91,021        82,200
Vending Commission                    0           0         980         385         1,870         4,620
                            ----------------------------------------------------------------------------
TOTAL MISC. INCOME               16,877      16,293      20,123      15,915       189,944       185,748

TOTAL INCOME                    644,464     652,684     650,944     599,896     7,303,758     7,129,534

- -EXPENSES-
Manager Salary                   19,067      25,787      28,038      18,985       238,422       244,457
Leasing Salary                    6,688      10,012       7,900       8,662       103,702       111,710
Maintenance Salary               18,175      27,682      25,713      18,678       255,080       242,414
Maid/Porter Salary               10,205      15,702      13,458      10,632       153,511       134,616
Insurance - Benefits             11,304      11,456      10,572      10,693       129,598       133,042
Taxes - Payroll                   4,412       6,442       5,900       6,351        69,788        81,754
                            ----------------------------------------------------------------------------
TOTAL PAYROLL                    69,851      97,081      91,582      74,001       950,100       947,993

TAXES - OTHER                         0           0           0           0         2,149             0
TAXES - AD VALOREM               44,165      44,165      31,406      46,499       518,431       557,988
HOMEOWNERS FEE                        0           0           0           0             0             0
INSURANCE - GL, FIRE & EC        20,277      20,277      20,277      30,573       279,289       361,052

Electrical - Apt                    773         610         475       1,200         7,299        12,603
Electrical - Buildings           53,651      51,841      48,367      53,650       634,487       650,560
Natural Gas Service              11,121      13,876      19,194      21,380       190,375       200,771
Telephone Service                 1,965       1,743       1,499       1,760        23,155        21,400
Water Service                    35,885      40,447      22,747      39,589       489,327       503,649
Trash Removal                     3,529       3,565       3,830       3,018        40,623        36,594
                            ----------------------------------------------------------------------------
TOTAL UTILITIES                 106,924     111,883      96,111     120,597     1,385,266     1,425,677

Security Expense                 10,486       9,427       9,066       4,725       109,900        56,700
Professional Fees                 1,675       3,152       1,254       1,695        42,270        21,215
Advertising                       4,740       1,794       2,920       1,305        29,281        16,473
Resident Retention                3,030       1,675       2,283         900        27,721        10,800
Locator Fees                     22,000      10,160       6,290       7,480       119,375       102,370
Furniture Rental                      0           0           0         794         3,433         9,528
Other Expense                     2,884       2,824       4,319       1,815        30,023        22,313
Office Repair & Supplies          2,687       2,923       3,032       1,415        26,288        17,580
                            ----------------------------------------------------------------------------
TOTAL SALES & GENERAL            47,503      31,955      29,164      20,129       388,290       256,979
</TABLE>
<PAGE>

DETAIL OPERATING STATEMENT                                   FARB REALTY COMPANY
                                                     03:09 PM           07/09/97

- --------------------------------------------------------------------------------
WEST POINT SUMMARY (953)                                     #UNITS        1,280
DECEMBER 31, 1996                                            SQ.FT.      977,795
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                       Jan          Feb          Mar         Apr        May        Jun       Jul         Aug        
                                     Actual       Actual       Actual      Actual     Actual     Actual     Actual      Actual      
                                    -------      -------      -------     -------    -------    -------    -------     -------      
<S>                                 <C>          <C>          <C>         <C>        <C>        <C>        <C>         <C>          
Exterminating                         2,037        1,059          910         936      1,022        981      1,002       1,013      
Cleaning Supplies                       888          920          896         726        968        717        653         880      
Repairs And Supplies                  1,754        2,082          749         485      1,625      1,233      1,303       1,884      
Air Conditioner Maintenance           1,828        1,777        2,765       2,235      2,689      3,387      2,923       4,563      
Appliance Maintenance                   355          534          487         360        397        876        318         252      
Building Maintenance                  2,889        3,170        2,707       2,634      4,046      2,515      4,094       4,799      
Carpet Maintenance                    2,105          617        1,225       2,220      1,575      1,863      2,165       2,722      
Window Treatments-Repairs                 0            0            0           0          0          0          0           0      
Electrical Maintenance                3,326        1,367        1,630       1,357        940      1,215        514       1,766      
Painting Contract                     4,961        8,337        8,412      12,160      9,225     14,640      9,392      16,097      
Site Maintenance                        872          966          109         704        558         67          0         426      
Painting Material                     1,018        2,171          894         109        903        593        494         269      
Pool Maintenance                        584          670        1,174         861        954        954      1,248       1,427      
Plumbing Maintenance                  3,735        4,974        5,698       4,140      6,321      3,063      3,965       6,073      
Roof And Gutter Maintenance           1,865        2,871          208         406      1,288        963        440           0      
Fire/Freeze/Flood - Minor                 0           37          (37)          0          0          0          0        (657)     
Landscaping                          19,214       19,555       13,641      15,669     10,438     10,427     18,361      13,297      
                                    ------------------------------------------------------------------------------------------------
TOTAL MAINTENANCE                    47,430       51,107       41,477      45,005     42,949     43,492     46,872      54,811      

MANAGEMENT FEE                       23,116       22,966       22,930      22,995     23,205     23,647     24,632      25,004      

TOTAL EXPENSES                      365,367      374,842      357,209     352,249    374,483    355,436    362,275     388,642      

NET OPERATING INCOME                212,576      190,299      216,038     222,611    205,637    235,749    253,612     236,451      

Repl. Cost-Air Conditioner              839          333            0       2,920          0        911      2,582       1,824      
Repl. Cost-Appliances                 4,352        2,867        2,536       3,889      1,514      3,927      5,527       6,496      
Repl. Cost-Bldgs--Other                   0       (2,465)           0           0          0          0      1,720      (1,720)     
Repl. Cost-Buildings                  3,285            0        2,052         684          0          0          0       1,720      
Repl. Cost-Carpet/Tile                4,161        6,036        6,988       6,059      8,397      8,655     14,236      20,945      
Repl. Cost-Mini-Blinds                1,065        1,016          664         604        336        446        580       1,228      
Repl. Cost-Electrical                   567            0          375         696        131        120      2,595       1,888      
Repl. Cost-Painting                       0            0            0           0          0          0          0           0      
Repl. Cost-Site                           0          (42)       1,150       1,250          0          0          0       2,248      
Repl. Cost-Pools                          0            0            0           0          0          0          0       2,800      
Repl. Cost-Plumbing                   3,897            0        2,413       2,340          0          0          0         985      
Repl. Cost-Roof/Gutter                    0            0            0           0          0          0          0           0      
Fire/Freeze/Flood-Major                   0            0            0           0          0          0          0           0      
Acquired Assets                           0        1,442            0         885         93      1,618          0       2,408      
                                    ------------------------------------------------------------------------------------------------
TOTAL REPLACEMENT COSTS              18,167        9,187       16,178      19,327     10,471     15,678     27,240      40,822      

CASH FLOW (before Debt Service)     194,409      190,112      199,859     203,283    195,166    220,071    226,272     195,629      

Mortgage Interest Payments          209,043      196,202      209,733     202,968    209,733    202,968    209,825     209,825      

                                    ------------------------------------------------------------------------------------------------
NET CASH FLOW                       (14,634)      (6,091)      (9,874)        315    (14,567)    17,103     16,447     (14,195)     
                                    ------------------------------------------------------------------------------------------------

<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------
                                       Sep         Oct         Nov        Dec        Dec         Budget          Total
                                     Actual      Actual      Actual     Actual     Budget       +Actual         Budget
                                    -------     -------     -------    -------     -------      -------      ---------
<S>                                 <C>         <C>         <C>        <C>         <C>          <C>          <C>
Exterminating                         1,234       1,139       1,226      1,057      1,307        13,623         17,428
Cleaning Supplies                     1,038       1,349         998        969        975        11,002         12,150
Repairs And Supplies                    802       2,154       1,922      1,118      1,975        17,812         24,100
Air Conditioner Maintenance           2,690       6,094       7,447      4,550      4,520        42,947         51,240
Appliance Maintenance                   783         370         404        770        750         5,906         10,350
Building Maintenance                  4,568       2,868       7,581      6,061      4,100        47,932         55,400
Carpet Maintenance                    1,565       1,945       2,827        920      1,940        21,748         23,860
Window Treatments-Repairs                 0           0           0          0          0             0              0
Electrical Maintenance                1,668       1,243       1,270      1,351      1,625        17,647         20,175
Painting Contract                     8,161      13,917      13,481     11,507      8,300       130,291        121,900
Site Maintenance                        567         355       1,080        969      1,100         6,673         14,100
Painting Material                       103         404         753        626        400         8,338          4,800
Pool Maintenance                      1,652       1,572       1,277        572        825        12,947         12,325
Plumbing Maintenance                  6,272       3,733       6,893      6,678      2,650        61,545         36,800
Roof And Gutter Maintenance              12       2,121       2,045         10      1,225        12,228         17,300
Fire/Freeze/Flood - Minor                 0           0           0          0          0          (657)             0
Landscaping                          15,534      15,697      11,173     12,317      9,728       175,324        124,200
                                    ----------------------------------------------------------------------------------
TOTAL MAINTENANCE                    46,648      54,963      60,376     50,174     41,420       585,305        546,128

MANAGEMENT FEE                       25,732      25,779      26,108     26,038     23,996       292,152        285,180

TOTAL EXPENSES                      364,431     369,461     391,845    344,752    357,215     4,400,982      4,380,897

NET OPERATING INCOME                278,871     275,003     260,839    306,192    242,681     2,902,776      2,748,637

Repl. Cost-Air Conditioner            1,048       2,960         363        384        500        14,164         31,150
Repl. Cost-Appliances                 5,682       6,849       3,950      4,684      4,500        52,273         60,500
Repl. Cost-Bldgs--Other                   0           0           0          0          0        (2,465)             0
Repl. Cost-Buildings                      0         850           0          0          0         8,591          2,500
Repl. Cost-Carpet/Tile               19,008      11,851      23,887     23,479     11,100       153,703        144,380
Repl. Cost-Mini-Blinds                  629         960       1,238        723        700         9,487          8,400
Repl. Cost-Electrical                11,345      64,544       7,223        641        720        80,125          9,120
Repl. Cost-Painting                       0           0           0          0          0             0              0
Repl. Cost-Site                           0       1,150           0     53,800          0        59,557              0
Repl. Cost-Pools                          0         175           0          0          0         2,975              0
Repl. Cost-Plumbing                       0           0         679      7,331          0        17,645              0
Repl. Cost-Roof/Gutter                    0           0           0          0          0             0              0
Fire/Freeze/Flood-Major                   0           0           0          0          0             0              0
Acquired Assets                       1,256           0           0      1,618          0         9,321              0
                                    ----------------------------------------------------------------------------------
TOTAL REPLACEMENT COSTS              38,969      79,339      37,340     92,659     17,520       405,377        256,050

CASH FLOW (before Debt Service)     239,902     195,664     223,499    213,533    225,161     2,497,399      2,492,587

Mortgage Interest Payments          203,056     209,825     203,056    209,825    211,909     2,476,059      2,498,505

                                    ----------------------------------------------------------------------------------
NET CASH FLOW                        36,846     (14,161)     20,443      3,708     13,252        21,341         (5,918)
                                    ----------------------------------------------------------------------------------
</TABLE>
<PAGE>

REVIEW OF OPERATIONS                                         FARB REALTY COMPANY
                                                     03:08 PM           07/09/97
- --------------------------------------------------------------------------------
WEST POINT SUMMARY (953)
                                                             #UNITS        1,280
DECEMBER 31, 1995                                            SQ.FT.      977,795
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                              Jan         Feb         Mar         Apr         May         Jun        Jul         Aug         Sep    
                            Actual      Actual      Actual      Actual      Actual      Actual      Budget      Budget      Budget  
                            -------     -------     -------     -------     -------     -------     -------     -------     ------- 
<S>                         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>     
- -INCOME-

Gross Rental Income         620,468     617,661     617,401     618,285     619,327     619,854     621,118     622,670     628,455 
Model/Free Units            (34,690)    (25,149)    (17,833)    (19,022)    (16,402)    (14,082)    (19,256)    (18,564)    (20,999)
Vacancy                     (79,570)    (60,992)    (50,834)    (53,344)    (51,061)    (54,863)    (47,420)    (40,978)    (48,427)
Misc. Income                 13,530      15,949      17,056      18,579      15,860      17,464      18,260      16,591      19,115 
                            --------------------------------------------------------------------------------------------------------
TOTAL INCOME                519,737     547,469     565,790     564,497     567,724     568,573     572,701     579,718     578,144 


- -EXPENSES-
Payroll                      76,748      84,423      79,173      74,696      74,394      86,857      77,765      79,573      80,898 
Taxes-Ad Valorem             46,011      45,241      45,241      45,241      45,241      45,241      45,241      45,241      45,241 
Insurance                    26,843      26,843      26,843      26,843      29,117      29,117      29,117      29,117      29,740 
Utilities                   115,022     114,190     111,882      97,027     108,533     118,441     124,612     120,670      95,044 
Sales & General              26,017      21,944      36,419      22,253      16,595      25,514      24,155      29,395      22,395 
Maintenance                  59,406      68,287      71,222      73,885      60,251      61,573      76,190      85,341      84,199 
                            --------------------------------------------------------------------------------------------------------
Sub-Total                   350,046     360,928     370,779     339,945     334,132     386,743     377,080     389,337     357,516 

Management Fee               20,790      21,898      22,532      22,679      22,709      22,743      22,909      23,188      23,126 
                            -------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ---------- 
TOTAL EXPENSES              370,836     382,826     393,311     362,624     356,841     389,486     399,989     412,525     380,642 

                            -------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ---------- 
NET OPERATING INCOME        148,901     164,643     172,479     201,873     210,883     179,087     172,712     167,193     197,502 

Replacement Costs            27,540      39,901     117,130      22,020      52,806      32,350      30,207      59,515      69,304 

CASH FLOW
   (before Debt Service)    121,361     124,742      55,348     179,854     158,077     146,737     142,505     107,678     128,198 
Mortgage Interest Payments  199,778     180,696     200,635     194,429     205,325     197,657     204,853     206,782     200,722 
Loan Draws From GECO       (144,289)   (100,429)   (161,381)          0    (276,891)    (14,078)          0    (261,763)          0 
Renovation                   31,300      35,780      47,569      63,306     106,166      88,638     153,047      76,102      57,070 

                            --------------------------------------------------------------------------------------------------------
NET CASH FLOW                34,573       8,694     (31,474)    (77,881)    123,277    (125,479)   (215,396)     86,558    (129,594)
                            --------------------------------------------------------------------------------------------------------


HAROLD FARB-CONTRIBUTION                                                               (100,000)                                    


VACANCY LOSS %                12.82%       9.87%       8.23%       8.63%       8.24%       8.82%       7.63%       6.58%       7.71%
MANAGEMENT APARTMENTS %        2.33%       2.34%       2.43%       2.55%       2.25%       2.09%       2.75%       2.65%       2.90%
ECONOMIC OCCUPANCY %          81.58%      86.05%      88.88%      88.30%      89.11%      88.91%      89.27%      90.44%      88.95%
DIRECT EXPENSES %             56.42%      58.43%      60.05%      54.98%      53.95%      59.17%      60.71%      62.53%      56.89%
MANAGEMENT FEE EXPENSE %       4.00%       4.00%       3.98%       4.02%       4.00%       4.00%       4.00%       4.00%       4.00%
CAPITAL EXPENDITURES %         4.44%       6.46%      18.97%       3.56%       8.53%       5.22%       4.86%       9.56%      11.03%
RENT INFLATION %                          -0.45%      -0.04%       0.14%       0.17%       0.09%       0.20%       0.25%       0.93%

GROSS RENTS PER 50. FT        0.635       0.632       0.631       0.632       0.633       0.634       0.635       0.637       0.643 
EFF. GROSS INC. PER 50. FT.   0.532       0.560       0.579       0.577       0.581       0.581       0.586       0.593       0.591 
DIRECT EXP'S PER 50. FT        4.30        4.43        4.55        4.17        4.10        4.50        4.63        4.78        4.39 
AVERAGE RENT PER UNIT           485         483         482         483         484         484         485         486         491 

<CAPTION>

- ---------------------------------------------------------------------------------------------------------
                                 Oct         Nov         Dec         Dec         Budget        Total
                                Budget      Budget      Budget      Budget      +Actual       Budget
                                -------     -------     -------     -------     ---------     ---------
<S>                             <C>         <C>         <C>         <C>         <C>           <C>      
- -INCOME-

Gross Rental Income            631,653     633,861     636,045     663,839     7,486,795     7,750,975
Model/Free Units               (20,587)    (20,541)    (18,768)    (14,668)     (245,893)     (199,795)
Vacancy                        (41,384)    (45,530)    (51,189)    (47,184)     (625,394)     (651,013)
Misc. Income                    15,536      18,806      11,964      11,423       198,710       152,544
                            ----------------------------------------------------------------------------
TOTAL INCOME                   585,219     586,596     578,051     613,410     6,814,219     7,052,711


- -EXPENSES-
Payroll                         80,276      71,703     110,558     107,782       977,063       970,052
Taxes-Ad Valorem                45,241      45,241      17,720      43,113       516,140       517,356
Insurance                       29,117      29,117      29,117      27,360       340,931       323,108
Utilities                      103,626     105,712     107,371     141,002     1,322,128     1,573,370
Sales & General                 27,152      18,610      22,188      18,541       292,636       259,736
Maintenance                     63,254      59,650      34,592      41,857       797,850       570,174
                            ----------  ----------  ----------  ----------  ------------  ------------
Sub-Total                      348,665     330,033     321,545     379,655     4,246,749     4,214,696

Management Fee                  23,409      23,464      23,131      24,537       272,578      282, 110
                            ----------  ----------  ----------  ----------  ------------  ------------
TOTAL EXPENSES                 372,074     353,497     344,676     404,192     4,519,327     4,496,806

                            ----------------------------------------------------------------------------
NET OPERATING INCOME           213,145     233,099     233,376     209,218     2,294,892     2,555,905

Replacement Costs               41,013      37,943      20,684      25,500       550,412       448,585

CASH FLOW

   (before Debt Service)       172,132     195,156     212,691     183,718     1,744,480     2,107,320
Mortgage Interest Payments     209,007     201,975     209,043     202,524     2,410,902     2,385,348
Loan Draws From GECO           (66,431)   (151,028)          0           0    (1,176,091)            0
Renovation                     138,661           0      25,219           0       822,858             0

                            ----------------------------------------------------------------------------
NET CASH FLOW                 (109,104)    144,209     (21,571)    (18,806)     (313,188)     (278,028)
                            ----------------------------------------------------------------------------

HAROLD FARB-CONTRIBUTION                                                        (100,000)


VACANCY LOSS %                    6.55%       7.18%       8.05%       7.11%         8.35%         8.40%
MANAGEMENT APARTMENTS %           2.71%       2.93%       2.60%       2.04%         2.54%         2.07%
ECONOMIC OCCUPANCY %             90.19%      89.58%      89.00%      90.68%        88.36%        89.02%
DIRECT EXPENSES %                55.20%      52.07%      50.55%      57.19%        56.72%        54.38%
MANAGEMENT FEE EXPENSE %          4.00%       4.00%       4.00%       4.00%         4.00%         4.00%
CAPITAL EXPENDITURES %            6.49%       5.99%       3.25%       3.84%         7.35%         5.79%
RENT INFLATION %                  0.51%       0.35%       0.34%       4.37%

GROSS RENTS PER 50. FT           0.646       0.648       0.650       0.679         0.638         0.661
EFF. GROSS INC. PER 50. FT.      0.599       0.600       0.591       0.627         0.581         0.601
DIRECT EXP'S PER 50. FT           4.28        4.05        3.95        4.66          4.34          4.31
AVERAGE RENT PER UNIT              493         495         497         519           487           505
</TABLE>
<PAGE>

DETAIL OPERATING STATEMENT                                   FARB REALTY COMPANY
                                                     03:08 PM           07/09/97
WEST POINT SUMMARY (953)                                     #UNITS        1,280
DECEMBER 31, 1995                                            SQ.FT.      977,795
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                              Jan         Feb         Mar         Apr         May         Jun        Jul         Aug         Sep    
                            Actual      Actual      Actual      Actual      Actual      Actual      Budget      Budget      Budget  
                            -------     -------     -------     -------     -------     -------     -------     -------     ------- 
<S>                         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>     
- -INCOME-

GROSS RENTAL INCOME         620,468     617,661     617,401     618,285     619,327     619,854     621,118     622,670     628,455 

Model Apartment Cost         (4,505)     (3,910)     (4,505)     (4,545)     (4,065)     (1,275)     (4,150)     (4,150)     (4,810)
Employee Apt Cost            (9,926)    (10,521)    (10,513)    (11,238)     (9,872)    (11,685)    (12,913)    (12,335)    (13,405)
Discounted Rent             (20,280)    (10,718)     (2,815)     (3,239)     (2,465)     (1,122)     (2,194)     (2,079)     (2,784)
Gratuitous Rent                   0           0           0           0           0           0           0           0           0 
                            --------------------------------------------------------------------------------------------------------
TOTAL MODEL/FREE UNITS      (34,690)    (25,149)    (17,833)    (19,022)    (16,402)    (14,082)    (19,256)    (18,564)    (20,999)

Vacancy                     (79,570)    (60,992)    (50,834)    (53,344)    (51,061)    (54,663)    (47,420)    (40,978)    (48,427)

Late Charge/Nsf               2,848       2,017       2,375       1,190       1,371       2,790       2,428       1,380       2,716 
Other Income                  2,220       3,215       3,754       4,857       2,905       1,959       2,650       2,810       3,418 
Deposits Forfeited            2,979       3,479       3,818       5,650       4,178       2,965       5,008       5,120       5,570 
Laundry Commissions           5,484       7,239       6,620       6,882       6,916       9,750       7,789       6,897       7,026 
Vending Commissions               0           0         490           0         490           0         385         385         385 
                            --------------------------------------------------------------------------------------------------------
TOTAL MISC. INCOME           13,530      15,949      17,056      18,579      15,860      17,464      18,260      16,591      19,115 

TOTAL INCOME                519,737     547,469     565,790     564,497     567,724     568,573     572,701     579,718     578,144 

- -EXPENSES-
Manager Salary               20,565      21,711      21,677      23,300      22,531      32,912      21,459      21,624      19,831 
Leasing Salary                6,292      10,222       8,502       7,412       7,762      10,518       7,862       7,942       8,985 
Maintenance Salary           19,671      20,860      18,838      16,923      17,914      27,476      22,001      21,930      21,694 
Maid/Porter Salary           10,014      11,201       9,785       9,724       9,128      15,460      11,661      12,573      10,851 
Insurance - Benefits         14,392      13,789      13,969      11,538      11,645      (7,080)      9,533      10,183      12,695 
Taxes - Payroll               5,813       6,640       6,402       5,799       5,414       7,571       5,249       5,321       6,842 
                            --------------------------------------------------------------------------------------------------------
TOTAL PAYROLL                76,748      84,423      79,173      74,696      74,394      86,857      77,765      79,573      80,898 

TAXES - OTHER                   770           0           0           0           0           0           0           0           0 
TAXES-AD VALOREM             45,241      45,241      45,241      45,241      45,241      45,241      45,241      45,241      45,241 
HOMEOWNERS FEE                    0           0           0           0           0           0           0           0           0 
INSURANCE - GL, FIRE & EC    26,843      26,843      26,843      26,843      29,117      29,117      29,117      29,117      29,740 

Electrical - Apt                860         707         571         260         958       1,452       1,453       1,614       1,081 
Electrical - Buildings       48,203      46,084      48,468      29,536      50,991      56,682      59,608      61,380      41,332 
Natural Gas Service          14,683      25,345      21,650      19,205      18,232      11,246       9,895       9,003       9,314 
Telephone Service             1,266       1,931       2,541       1,675         829       2,299       1,758       1,821       1,516 
Water Service                47,335      37,765      36,081      43,995      35,164      43,473      48,758      43,279      38,325 
Trash Removal                 2,676       2,357       2,570       2,357       2,357       3,288       3,142       3,573       3,476 
                            --------------------------------------------------------------------------------------------------------
TOTAL UTILITIES             115,022     114,190     111,882      97,027     108,533     118,441     124,612     120,670      95,044 

Security Expense              5,255       6,724       6,110       5,808       4,768       4,294       4,008       3,798       3,936 
Professional Fees               425       4,361       2,115       4,324       1,595       5,951       2,528       3,055       2,661 
Advertising                   1,322       1,390       1,008       1,278         879       1,604       1,587       4,998         702 
Resident Retention              259           0         171           0          49         324         458         200           0 
Locator Fees                 12,635       5,880      23,165       6,055       5,765       9,710      11,154      12,340       7,942 
Furniture Rental                  0          65          40          40         119           0           0           0         996 
Other Expense                 4,455       1,989       2,101       2,319       1,123       1,584       1,832       3,084       3,832 
Office Repair & Supplies      1,666       1,535       1,710       2,429       2,308       2,047       2,588       1,921       2,327 
                            --------------------------------------------------------------------------------------------------------
TOTAL SALES & GENERAL        26,017      21,944      30,419      22,253      16,595      25,514      24,155      29,395      22,395 

<CAPTION>

- ---------------------------------------------------------------------------------------------------------
                                 Oct         Nov         Dec         Dec         Budget        Total
                                Budget      Budget      Budget      Budget      +Actual       Budget
                                -------     -------     -------     -------     ---------     ---------
<S>                             <C>         <C>         <C>         <C>         <C>           <C>      
- -INCOME-

GROSS RENTAL INCOME             631,653     633,861     636,045     663,839     7,486,795     7,750,975

Model Apartment Cost             (4,050)     (4,820)     (3,429)     (2,825)      (48,214)      (37,081)
Employee Apt Cost               (13,039)    (13,775)    (13,085)    (10,743)     (142,305)     (123,126)
Discounted Rent                  (3,498)     (1,946)     (2,254)     (1,100)      (55,374)      (39,588)
Gratuitous Rent                       0           0           0           0             0             0
                            ----------------------------------------------------------------------------
TOTAL MODEL/FREE UNITS          (20,587)    (20,541)    (18,768)    (14,668)     (245,893)     (199,795)

Vacancy                         (41,384)    (45,530)    (51,189)    (47,184)     (625,394)     (651,013)

Late Charge/Nsf                   2,217       2,405         969       2,520        24,704        29,415
Other Income                      1,818       1,946       1,210       1,195        32,761        14,640
Deposits Forfeited                4,080       3,665       2,421       2,950        48,932        36,600
Laundry Commissions               7,037      10,406       6,978       4,338        89,023        66,849
Vending Commissions                 385         385         385         420         3,290         5,040
                            ----------------------------------------------------------------------------
TOTAL MISC. INCOME               15,536      18,806      11,984      11,423       198,710       152,544

TOTAL INCOME                    585,219     586,596     578,051     613,410     6,814,219     7,052,711

- -EXPENSES-
Manager Salary                   21,241      19,617      28,913      32,374       275,381       280,748
Leasing Salary                    9,494       8,835      14,563      11,406       108,391       103,644
Maintenance Salary               21,257      17,691      29,921      24,921       256,176       229,597
Maid/Porter Salary                9,569       8,257      14,012      15,149       132,233       129,298
Insurance - Benefits             11,861      11,331      14,078      15,043       127,934       148,878
Taxes - Payroll                   6,854       5,972       9,072       8,889        76,949        78,787
                            ----------------------------------------------------------------------------
TOTAL PAYROLL                    80,276      71,703     110,558     107,782       977,063       970,952

TAXES - OTHER                         0           0           0           0           770             0
TAXES-AD VALOREM                 45,241      45,241      17,720      43,113       515,371       517,356
HOMEOWNERS FEE                        0           0           0           0             0             0
INSURANCE - GL, FIRE & EC        29,117      29,117      29,117      27,300       340,931       323,108

Electrical - Apt                  1,437         802         795       1,200        11,990        14,400
Electrical - Buildings           51,923      48,463      48,837      68,154       591,507       768,404
Natural Gas Service               8,472      11,593      17,576      24,678       176,213       224,821
Telephone Service                 1,076       2,965       3,351       1,500        23,029        18,000
Water Service                    37,488      38,531      33,529      42,980       483,721       518,454
Trash Removal                     3,229       3,358       3,283       2,490        35,666        29,291
                            ----------------------------------------------------------------------------
TOTAL UTILITIES                 103,626     105,712     107,371     141,002     1,322,128     1,573,370

Security Expense                  3,904       4,190       4,314       4,123        57,109        48,660
Professional Fees                 2,878       1,607       3,363       1,798        34,862        21,906
Advertising                       2,800       1,047       2,330         923        20,944        22,851
Resident Retention                    0       1,254       1,744         900         4,459         5,515
Locator Fees                      8,375       6,165       6,890       8,170       116,066       127,640
Furniture Rental                    689         595           0           0         2,543             0
Other Expense                     5,428       1,876       2,003       1,560        31,624        17,370
Office Repair & Supplies          3,078       1,877       1,543       1,067        25,029        15,794
                            ----------------------------------------------------------------------------
TOTAL SALES & GENERAL            27,152      18,610      22,188      18,541       292,636       259,736
</TABLE>
<PAGE>

DETAIL OPERATING STATEMENT                                   FARB REALTY COMPANY
                                                     03:08 PM           07/09/97
- --------------------------------------------------------------------------------
WEST POINT SUMMARY (953)                                     #UNITS        1,280
DECEMBER 31, 1995                                            SQ.FT.      977,795
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                       Jan          Feb          Mar         Apr        May        Jun       Jul         Aug        
                                     Actual       Actual       Actual      Actual     Actual     Actual     Actual      Actual      
                                    -------      -------      -------     -------    -------    -------    -------     -------      
<S>                                 <C>          <C>          <C>         <C>        <C>        <C>        <C>         <C>          
Exterminating                         1,252        1,350        1,371       1,602      1,393      1,704      1,739       1,079     
Cleaning Supplies                     1,276        1,220        1,621       1,141      1,059        897      1,306       1,106     
Repairs And Supplies                  4,316        4,104        2,763       2,482      2,729        851      2,043       1,921     
Air Conditioner Maintenance           3,555        2,092        4,128       3,679      3,209      6,161      5,283       7,447     
Appliance Maintenance                   903          408        1,199         673        283        827      1,012         906     
Building Maintenance                  7,746        5,015        9,486       6,477      5,065      5,754      5,626       6,776     
Carpet Maintenance                    1,134        1,793        3,050       2,048      2,031      1,897      3,007       2,466     
Window Treatments-Repairs                 0            0            0           0          0          0          0           0     
Electrical Maintenance                2,895        1,466        2,353       2,890      2,521      1,349      2,306       2,139     
Painting Contract                    12,788       28,959       17,837      21,426     17,356     10,157     22,795      26,599     
Site Maintenance                      2,393         (450)         975       5,907         78      2,160      4,893       4,169     
Painting Material                       245          179          211         188        339         73        514         677     
Pool Maintenance                        830          858          863       1,336      1,639        415      1,996       1,642     
Plumbing Maintenance                  6,344        2,849        9,886       4,456      4,415      6,701     10,537       4,938     
Roof And Gutter Maintenance           2,022          826        1,802       1,094        680      1,345      1,575       1,948     
Fire/Freeze/Flood-Minor                   0            0            0           0          0          0          0           0     
Landscaping                          11,708       17,619       13,679      18,488     17,454     21,283     11,559      21,528     
                                    ------------------------------------------------------------------------------------------------
TOTAL MAINTENANCE                    59,406       68,287       71,222      73,885     60,251     61,573     76,190      85,341     

MANAGEMENT FEE                       20,790       21,898       22,532      22,679     22,709     22,743     22,909      23,188     

TOTAL EXPENSES                      370,836      382,826      393,311     362,624    356,841    389,486    399,989     412,525     

NET OPERATING INCOME                148,901      164,643      172,478     201,873    210,883    179,087    172,712     167,193     

Repl. Cost-Air Conditioner              593          776       50,628       2,463      5,933        892      3,321       3,170     
Repl. Cost-Appliances                 6,396       11,853       17,434       3,681      5,733      8,659      7,429       6,113     
Repl. Cost-Bldgs-Other                    0            0            0        (858)         0          0          0           0     
Repl. Cost-Buildings                      0            0            0           0          0          0          0       9,710     
Repl. Cost-Carpet/Tile               13,078       22,622       31,324      14,056     22,154     16,027      8,444      15,687     
Repl. Cost-Mini-Blinds                1,036          727        1,611         559      1,090        527        873         956     
Repl. Cost-Electrical                 1,968        1,169        7,905         657      8,914      2,826      4,458       1,805     
Repl. Cost-Painting                       0            0            0           0          0          0          0           0     
Repl. Cost-Site                           0            0            0        (840)       900          0      5,163      19,724     
Repl. Cost-Pools                          0        1,355        1,366         593          0        350          0       1,326     
Repl. Cost-Plumbing                   3,544          980        4,203       1,709      5,068          0          0         807     
Repl. Cost-Roof/Gutter                  925            0        1,900           0      1,370          0          0           0     
Fire/Freeze/Flood-Major                   0            0            0           0          0          0          0           0     
Acquired Assets                           0          418          759           0      1,644      3,069        519         216     
                                    ------------------------------------------------------------------------------------------------
TOTAL REPLACEMENT COSTS              27,540       39,901      117,130      22,020     52,806     32,350     30,207      59,515     

CASH FLOW (before Debt Service)     121,361      124,742       55,348     179,854    158,077    146,737    142,505     107,678     

Mortgage Interest Payments          199,778      180,696      200,635     194,429    205,325    197,657    204,853     206,782     
Loan Draws From Gecc               (144,289)    (100,429)    (161,381)          0   (276,691)   (14,078)         0    (261,763)    
Renovation                           31,300       35,780       47,569      63,306    106,166     88,638    153,047      76,102     

                                    ------------------------------------------------------------------------------------------------
NET CASH FLOW                        34,573        8,694      (31,474)    (77,881)   123,277   (125,479)  (215,395)     86,558     
                                    ------------------------------------------------------------------------------------------------

<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------
                                       Sep         Oct         Nov        Dec        Dec         Budget          Total
                                     Actual      Actual      Actual     Actual     Budget       +Actual         Budget
                                    -------     -------     -------    -------     -------      -------      ---------
<S>                                 <C>         <C>         <C>        <C>         <C>          <C>          <C>
Exterminating                        1,464       1,566       1,531      1,555      1,307        17,606         16,734
Cleaning Supplies                    1,113       1,145         880        809        800        13,574         10,700
Repairs And Supplies                 1,422       2,197       2,024        570      1,550        27,422         20,125
Air Conditioner Maintenance          7,610       3,549       4,998      1,252      1,750        52,962         33,630
Appliance Maintenance                  712         801         594        506      1,060         8,823         13,120
Building Maintenance                 7,152       5,365       6,900      3,835      3,500        75,197         42,700
Carpet Maintenance                   2,210       2,369       3,382      1,613      1,240        26,998         15,530
Window Treatments-Repairs                0           0           0          0        100             0          1,200
Electrical Maintenance               3,164       4,017       1,969        887      1,550        27,956         19,300
Painting Contract                   21,604      16,864      13,706      3,640     10,950       213,731        162,950
Site Maintenance                     2,233       1,218       1,107        330      2,025        25,012         24,300
Painting Material                      733         790       3,101         18        300         7,066          4,600
Pool Maintenance                       867       2,013       1,261        544        775        14,285         13,375
Plumbing Maintenance                12,244       8,162       7,318      7,384      2,325        85,232         36,210
Roof And Gutter Maintenance          2,259       1,355       1,130      1,120      1,175        17,155         15,000
Fire/Freeze/Flood-Minor                  0           0           0          0          0             0              0
Landscaping                         19,411      11,844       9,750     10,528     11,450       184,851        140,700
                                    ----------------------------------------------------------------------------------
TOTAL MAINTENANCE                   84,199      63,254      59,680     34,592     41,857       797,850        570,174

MANAGEMENT FEE                      23,126      23,409      23,464     23,131     24,537       272,578        282,110

TOTAL EXPENSES                     380,642     372,074     353,497    344,676    404,192     4,519,327      4,496,806

NET OPERATING INCOME               197,502     213,145     233,099    233,376    209,218     2,294,892      2,555,905

Repl. Cost-Air Conditioner             959         822         818          0          0        70,373         79,550
Repl. Cost-Appliances                9,584       6,883       8,167        960      7,905        92,893        108,010
Repl. Cost-Bldgs-Other                   0           0           0          0          0          (858)         2,400
Repl. Cost-Buildings                   900           0           0          0        900        10,610         10,800
Repl. Cost-Carpet/Tile              20,980      12,645      11,714      8,798     12,500       197,530        170,400
Repl. Cost-Mini-Blinds                 969         927         478        557        670        10,308         10,425
Repl. Cost-Electrical                2,812         865       4,026        632      2,025        38,036         27,000
Repl. Cost-Painting                      0           0           0          0          0             0              0
Repl. Cost-Site                      7,780       8,911           0          0          0        41,639              0
Repl. Cost-Pools                         0           0           0          0          0         4,990              0
Repl. Cost-Plumbing                  3,038       1,420       3,003          0          0        23,772          1,000
Repl. Cost-Roof/Gutter              20,708       8,540       9,737      9,737      1,500        52,916         38,000
Fire/Freeze/Flood-Major                  0           0           0          0          0             0              0
Acquired Assets                      1,575           0           0          0          0         8,201          1,000
                                    ----------------------------------------------------------------------------------
TOTAL REPLACEMENT COSTS             69,304      41,013      37,943     20,684     25,500       550,412        448,585

CASH FLOW (before Debt Service)    128,196     172,132     195,156    212,691    183,718     1,744,480      2,107,320

Mortgage Interest Payments         200,722     209,007     201,975    209,043    202,524     2,410,902      2,385,348
Loan Draws From Gecc                     0     (66,431)   (151,028)         0          0    (1,176,091)             0
Renovation                          57,070     138,661           0     25,219          0       822,858              0

                                   -----------------------------------------------------------------------------------
NET CASH FLOW                     (129,594)  (109,104)    144,209    (21,571)   (18,806)     (313,188)      (278,028)
                                   -----------------------------------------------------------------------------------
</TABLE>
<PAGE>

WEST POINT SUMMARY (953)                                     UNITS         1280
DECEMBER 31, 1994                                            SQ.FT.      977795

<TABLE>
<CAPTION>
                                   JAN          FEB          MAR         APR        MAY         JUN        JUL         AUG        
DESCRIPTION                        ACTUAL       ACTUAL       ACTUAL      ACTUAL     ACTUAL      ACTUAL     ACTUAL      ACTUAL     
- -------------------------------    --------     --------     --------    --------   --------    -------    -------     -------    
<S>                                <C>          <C>          <C>         <C>        <C>         <C>        <C>         <C>        
Gross Rental income                 617,805      619,557      619,270     619,235    619,891    617,278    618,043     621,523    

Model/Free Units                    (19,526)     (18,051)     (20,057)    (19,906)   (20,801)   (19,526)   (17,541)    (17,246)   

Vacancy                            (102,555)    (107,140)    (113,684)   (110,421)  (103,786)   (82,614)   (81,654)    (90,086)   

Misc. Income                         10,746        9,618       10,319       9,271      8,025     10,371      8,054      10,449    
                                   -----------------------------------------------------------------------------------------------

TOTAL INCOME                        506,470      503,983      495,848     498,178    503,329    525,509    526,903     524,640    

Payroll                              69,344       69,652       72,196      90,606     75,095     94,686     60,058      76,207    

Taxes-Ad Valorem                     20,189       71,101       46,790      46,790     46,790     46,790     46,790      46,790    

Insurance                            24,880       24,880       24,880      24,880     24,331     24,331     24,331      24,331    

Utilities                           116,552      113,840      116,702     114,895    103,790    113,351    123,942     116,196    

Sales & General                      12,038       18,623       22,737      16,995     25,439     15,100     35,020      18,762    

Maintenance                          32,764       35,069       49,224      47,254     37,841     40,557     64,177      60,115    

Replacement Costs                    17,151       26,913       41,466      43,847     60,382     47,693     39,179      43,155    

Management Fee                       20,258       20,159       19,835      19,927     20,133     21,020     21,076      20,986    
                                   -----------------------------------------------------------------------------------------------

TOTAL OPERATING EXPENSES            313,176      380,238      393,830     405,194    393,801    403,527    414,573     406,542    

NET OPERATING INCOME (LOSS)         193,294      123,745      102,018      92,985    109,528    121,982    112,330     118,098    

Mortgage Interest Payments          198,374      177,681      198,080     190,972    197,261    191,254    197,624     196,990    

Loan Draws From Gecc                (27,568)           0            0     (81,622)         0    (98,093)   (39,234)          0    

Renovation                                0            0            0           0          0          0          0           0    

Cash Flow Payment                         0            0            0           0          0          0          0           0    
                                   -----------------------------------------------------------------------------------------------

NET CASH INCOME (LOSS)               22,487      (53,935)     (96,061)    (16,366)   (87,733)    28,821    (46,060)    (78,892)   
                                                                                                                                  

<CAPTION>

                                    SEP         OCT         NOV         DEC        BUDGET        1994           YTD
DESCRIPTION                         ACTUAL      ACTUAL      ACTUAL      ACTUAL     ACTUAL        BUDGET         ACTUAL
- -------------------------------     --------    --------    --------    -------    ----------    ----------     ---------- 
<S>                                 <C>         <C>         <C>         <C>        <C>           <C>            <C>        
Gross Rental income                  623,113     623,853     624,093    620,758     7,444,422     7,363,255      7,444,422

Model/Free Units                     (15,229)    (18,789)    (32,568)   (42,602)     (261,841)     (222,039)      (261,841)

Vacancy                             (118,468)   (117,621)   (106,546)   (88,017)   (1,222,592)   (1,008,096)    (1,222,592)

Misc. income                          10,703       7,502      12,626     13,337       121,018        96,275        121,019
                                   ---------------------------------------------------------------------------------------

TOTAL INCOME                         500,119     494,945     497,605    503,476     6,081,007     6,229,395      6,081,007

Payroll                               77,882      70,722      80,224    114,183       950,857       837,896        950,856

Taxes-Ad Valorem                      46,790      47,436      46,790      3,607       516,653       559,044        516,653

Insurance                             26,843      26,843      27,725     26,843       305,098       305,195        305,098

Utilities                            115,204     109,337     111,547    113,553     1,368,908     1,369,677      1,368,909

Sales & General                       22,186      13,297      16,165     25,830       242,193       254,716        242,193

Maintenance                           63,420      49,962      57,580     72,665       610,627       513,511        610,627

Replacement Costs                     56,180      11,833      36,359     69,050       493,208       285,875        493,207

Management Fee                        20,004      19,798      19,904     20,140       243,240       249,176        243,240
                                   ---------------------------------------------------------------------------------------

TOTAL OPERATING EXPENSES             428,509     349,228     396,293    445,871     4,730,784     4,375,090      4,730,783

NET OPERATING INCOME (LOSS)           71,610     145,717     101,311     57,606     1,350,223     1,854,305      1,350,224

Mortgage interest Payments           192,475     197,739     192,256    198,676     2,329,382     2,374,134      2,329,382

Loan Draws From Gecc                 (37,994)    (51,115)   (108,080)   (38,399)     (482,105)            0       (482,105)

Renovation                            66,028      53,960      81,193     51,596       252,776             0        252,776

Cash Flow Payment                          0           0           0          0             0             0              0
                                   ---------------------------------------------------------------------------------------

NET CASH INCOME (LOSS)              (148,899)    (54,867)    (64,058)  (154,267)     (749,830)     (519,829)      (749,830)
</TABLE>
<PAGE>

WEST POINT SUMMARY (953)                                     UNITS         1280
DECEMBER 31, 1994                                            SQ.FT.      977795

<TABLE>
<CAPTION>
                                 JAN          FEB          MAR          APR          MAY           JUN          JUL          AUG    
DESCRIPTION                     ACTUAL       ACTUAL       ACTUAL       ACTUAL       ACTUAL        ACTUAL       ACTUAL       ACTUAL  
- ---------------------------    --------     --------     --------     --------     --------      -------      -------      -------  
<S>                             <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>      
GROSS RENTAL INCOME             617,805      619,557      619,270      619,235      619,891      617,278      618,043      621,523  

Model Apartment Cost             (4,505)      (4,505)      (4,505)      (4,530)      (4,025)      (4,025)      (3,450)      (3,480) 
Manager Apt Cost                 (5,024)      (5,246)      (6,594)      (6,155)      (5,905)      (5,905)      (5,535)      (5,320) 
Leasing Apt Cost                 (2,709)      (2,365)      (2,365)      (1,896)      (2,415)      (2,415)      (2,420)      (2,415) 
Security Apt Cost                (3,965)      (3,888)      (4,160)      (4,160)      (4,110)      (4,110)      (3,215)      (3,170) 
Discounted Rent                    (150)         650         (825)        (250)      (1,425)        (150)           0         (540) 
Gratuitous Rent                       0            0            0            0            0            0            0            0  
Maintenance Apt Cost             (3,173)      (2,698)      (1,608)      (2,916)      (2,921)      (2,921)      (2,921)      (2,321) 

TOTAL MODEL/FREE UNITS          (19,526)     (18,051)     (20,057)     (19,906)     (20,801)     (19,526)     (17,541)     (17,246) 

Vacancy                        (102,555)    (107,140)    (113,684)    (110,421)    (103,786)     (82,614)     (81,654)     (90,086) 

TOTAL RENTAL INCOME             495,724      494,366      485,529      488,908      495,305      515,138      518,849      514,192  

Late/Nsf Charge                   2,341        1,520        1,562        1,885        1,555        1,987        2,210        1,877  
Other Income                        700        2,849        1,462        1,796        1,583        2,216          985          442  
Deposits Forfeited                3,700        2,719        3,610        2,560        1,940        3,153        1,995        4,205  
Laundry Commissions               4,005        2,530        3,685        3,030        2,947        3,015        2,865        3,925  
Vending Commissions                   0            0            0            0            0            0            0            0  

TOTAL MISC INCOME                10,746        9,618       10,319        9,271        8,025       10,371        8,054       10,449  

TOTAL INCOME                    506,470      503,983      495,848      498,178      503,329      525,509      526,903      524,640  

Manager Salary                    8,692        8,194        8,250        8,250        7,250       11,010        9,923       11,052  
Leasing Salary                    6,469        6,000        6,210        6,300        6,300        7,492        6,639        6,223  
Resident Manager Salary          10,417       11,250       11,250        9,220       12,297        9,814        7,328        7,523  
Commissions And Bonuses           1,488        2,075        1,813        1,788        2,814        2,813        3,075        2,160  
Maintenance Salary               17,217       17,033       17,168       27,666       18,334       24,792       17,136       18,524  
Maid/Porter Salary                8,743        8,789        8,969       13,801        9,889       13,760       10,453       10,083  
Insurance - Benefits              9,558       10,390       10,417       13,127       11,055       17,401         (242)      14,901  
Taxes - Sales                         0            0            0            0            0            0            0            0  
Taxes - Payroll                   6,760        5,921        8,120       10,456        7,156        7,604        5,746        5,741  

TOTAL PAYROLL                    69,344       69,652       72,196       90,606       75,095       94,686       60,058       76,207  

TAXES - OTHER                         0            0            0            0            0            0            0            0  
TAXES - AD VALOREM               20,189       71,101       46,790       46,790       46,790       46,790       46,790       46,790  
HOMEOWNERS FEE                        0            0            0            0            0            0            0            0  
INSURANCE - GL, FIRE & EC        24,880       24,880       24,880       24,880       24,331       24,331       24,331       24,331  

Electrical - Apts                   381          493          904        1,020          772        1,192        1,168        1,205  
Electrical -  Buildings          49,038       46,958       49,485       49,814       51,264       60,662       64,121       61,576  
Natural Gas Service              22,206       28,491       24,555       19,977       17,456       10,969       10,020       10,492  
Telephone Service                 1,855        1,124        1,576        1,766        1,068          978        2,584          551  
Water Service                    40,489       34,193       38,274       39,959       30,873       37,193       43,617       39,941  
Trash Removal                     2,582        2,582        1,908        2,357        2,357        2,357        2,432        2,432  

TOTAL UTILITIES                 116,552      113,840      116,702      114,895      103,790      113,351      123,942      116,196  

Security                            612        3,617        1,018          494          925          255          506          397  
Professional Fees                 3,302        3,862        3,761        2,292        1,175          660        1,389          872  
Advertising                         808           57          949        1,520        2,141          351          164          138  
Resident Retention                  616          538          958          739        1,290          291           74        1,153  
Locator Fees                      2,556        3,691        7,463        5,524       11,405       11,133       28,838       10,620  
Furniture Rental                      0            0            0            0            0            0            0            0  
Other Expenses                    3,471        4,647        6,815        5,542        6,216        1,992        1,076        2,522  
Office Repair & Supplies            673        2,211        1,773          885        2,286          418        2,974        3,060  

TOTAL SALES & GENERAL            12,038       18,623       22,737       16,995       25,439       15,100       35,020       18,762  

Exterminating                     1,428        1,530        1,505        1,577        1,263        1,554        1,492        1,447  
Cleaning Supplies                 1,039        1,106          802          580        1,066          832          774          880  
Repairs And Supplies              1,159        2,611        1,159        1,659        1,327        1,441        2,440        1,655  
Air Conditioner Maintenance       1,746        2,342        2,587        2,534        1,839        2,317        6,078        7,952  
Appliance Maintenance               304          952          763          249          319          859          182          376  
Building Maintenance                972          379        1,487        1,298        1,919          619        4,017        5,981  
Carpet Maintenance                1,821        2,354        2,369        2,263        1,603        1,564        2,469        1,619  
Drapery Maintenance                   0            0            0            0            0            0            0            0  

<CAPTION>

                                 SEP          OCT          NOV           DEC         BUDGET          1994            YTD
DESCRIPTION                     ACTUAL       ACTUAL       ACTUAL        ACTUAL       ACTUAL         BUDGET         ACTUAL
- ---------------------------    --------     --------     --------      -------     ----------     ----------     ---------- 
<S>                            <C>          <C>          <C>           <C>         <C>            <C>            <C>        
GROSS RENTAL INCOME             623,113      623,853      624,093      620,758      7,444,422      7,363,255      7,444,422

Model Apartment Cost             (3,955)      (3,955)      (4,505)      (4,505)       (49,945)       (54,670)       (49,945)
Manager Apt Cost                 (3,795)      (4,790)      (4,625)      (4,625)       (63,519)       (62,507)       (63,519)
Leasing Apt Cost                 (2,530)      (3,590)      (2,800)      (2,800)       (30,719)       (31,542)       (30,719)
Security Apt Cost                (2,929)      (3,020)      (2,645)      (2,145)       (41,516)       (46,860)       (41,516)
Discounted Rent                      50       (1,158)     (15,717)     (26,251)       (45,767)        (2,400)       (45,767)
Gratuitous Rent                       0            0            0            0              0              0              0
Maintenance Apt Cost             (2,071)      (2,276)      (2,276)      (2,276)       (30,375)       (24,060)       (30,375)

TOTAL MODEL/FREE UNITS          (15,229)     (18,789)     (32,568)     (42,602)      (261,841)      (222,039)      (261,841)

Vacancy                        (118,468)    (117,621)    (106,546)     (88,017)    (1,222,592)    (1,008,096)    (1,222,592)

TOTAL RENTAL INCOME             489,416      487,443      484,979      490,139      5,959,989      6,133,120      5,959,088

Late/Nsf Charge                   2,983        2,245        1,160        2,015         23,340         22,150         23,340
Other Income                      1,065        1,655        3,220        1,810         19,781         14,350         19,781
Deposits Forfeited                3,765        5,593        2,860        3,243         39,342         25,600         39,342
Laundry Commissions               2,890       (1,991)       5,386        6,270         38,555         34,175         38,555
Vending Commissions                   0            0            0            0              0              0              0

TOTAL MISC INCOME                10,703        7,502       12,626       13,337        121,018         96,275        121,019

TOTAL INCOME                    500,119      494,945      497,605      503,476      6,081,007      6,229,395      6,081,007

Manager Salary                   10,103       10,209       10,800       18,173        121,907        115,800        121,907
Leasing Salary                    6,074        6,129        7,259       12,788         83,884         78,600         83,884
Resident Manager Salary           8,031        9,369       10,062       19,821        126,382        119,800        126,382
Commissions And Bonuses           1,963        3,375        3,310            0         26,671         43,400         26,671
Maintenance Salary               16,865       14,984       19,901       24,438        234,058        153,305        234,058
Maid/Porter Salary               10,325        8,900       11,613       15,604        130,930        138,774        130,930
Insurance - Benefits             19,108       12,595       11,948       15,611        145,870        123,436        145,870
Taxes - Sales                         0            0            0            0              0              0              0
Taxes - Payroll                   5,413        5,160        5,331        7,746         81,155         64,781         81,155

TOTAL PAYROLL                    77,882       70,722       80,224      114,183        950,857        837,896        950,856

TAXES - OTHER                         0          646            0            0            646              0            646
TAXES - AD VALOREM               46,790       46,790       46,790        3,607        516,007        559,044        516,007
HOMEOWNERS FEE                        0            0            0            0              0              0              0
INSURANCE - GL, FIRE & EC        26,843       26,843       27,725       26,843        305,098        305,195        305,098

Electrical - Apts                 1,214        1,497        1,206        1,098         12,149         12,062         12,149
Electrical -  Buildings          61,103       50,792       49,134       49,725        843,673        667,717        643,673
Natural Gas Service              10,811       10,681       14,803       23,934        204,395        201,489        204,395
Telephone Service                 2,952        1,677        2,913        2,193         21,237         18,360         21,237
Water Service                    36,767       42,332       41,133       34,245        459,016        437,455        459,016
Trash Removal                     2,357        2,357        2,357        2,357         28,438         32,594         28,438

TOTAL UTILITIES                 115,204      109,337      111,547      113,553      1,368,908      1,369,677      1,368,909

Security                            340          249          (36)       1,318          9,695         29,411          9,695
Professional Fees                 1,455          525          425            0         19,718         27,600         19,718
Advertising                         978        1,043        1,702        3,940         13,792         13,935         13,792
Resident Retention                3,160          279          209          557          9,866          9,900          9,866
Locator Fees                     12,090        6,570        9,485       15,460        124,834        101,430        124,834
Furniture Rental                      0            0            0            0              0            980              0
Other Expenses                    1,450        3,097        2,476        3,323         42,627         59,686         42,627
Office Repair & Supplies          2,712        1,535        1,903        1,232         21,661         11,794         21,661

TOTAL SALES & GENERAL            22,186       13,297       16,165       25,830        242,193        254,716        242,193

Exterminating                     1,762          795          491        1,453         16,297         19,456         16,297
Cleaning Supplies                 1,336          621        1,144          702         10,882         14,550         10,882
Repairs And Supplies              3,383        1,704        3,543        3,091         25,172         23,540         25,172
Air Conditioner Maintenance       6,848        3,869        3,726        4,779         46,617         47,000         46,617
Appliance Maintenance             2,145          631          832          418          8,030         12,950          8,030
Building Maintenance              6,478        2,063        3,552        5,238         34,004         13,550         34,004
Carpet Maintenance                1,639        1,126        2,575        1,796         23,198         16,475         23,198
Drapery Maintenance                   0            0           47           92            139              0            139
</TABLE>
<PAGE>

WEST POINT SUMMARY (953)                                     UNITS         1280
DECEMBER 31, 1994                                            SQ.FT.       977795

<TABLE>
<CAPTION>
                                  JAN          FEB          MAR          APR          MAY          JUN          JUL          AUG    
DESCRIPTION                      ACTUAL       ACTUAL       ACTUAL       ACTUAL       ACTUAL       ACTUAL       ACTUAL       ACTUAL  
- -----------------------------   --------     --------     --------     --------     --------     --------     --------     -------- 
<S>                             <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>      
Electrical Maintenance              682        1,800        2,538        2,124        1,113        1,850        3,128        2,579  
Painting Contract                 8,564        6,138       15,627       14,597       13,222       11,642       13,894       13,674  
Site Maintenance                  1,607          582        1,395        1,628          346          602        2,440        1,529  
Painting Material                   162          321          160          415           98          122           98           59  
Pool Maintenance                    748          633          777          622          691          827        2,728        2,138  
Plumbing Maintenance              1,777        3,533        6,934        6,384        3,534        5,665        3,677        7,821  
Roof And Gutter Maintenance       1,089        1,183        1,502        1,824            0          241          520        1,104  
Fire/Freeze/Flood - Minor             0            0            0            0            0            0            0            0  
Landscaping                       9,666        9,604        9,619        9,500        9,500       10,422       20,240       11,301  

TOTAL MAINTENANCE                32,764       35,069       49,224       47,254       37,841       40,557       64,177       60,115  

TOTAL DIRECT EXPENSES           275,768      333,166      332,529      341,420      313,286      334,814      354,319      342,401  

Replacement Cost - Air Cond       7,977        1,183        1,410        1,881       14,377        1,387        1,291        5,632  
Replacement Cost - Appliances     3,164        7,873        9,772       12,264        9,435       12,725        4,886       10,394  
Replacement Cost - Other            874        1,932        7,005        5,470        5,270        2,715        1,570            0  
Replacement Cost - Buildings          0            0            0            0            0            0            0            0  
Replacement Cost - Carpet/Tile    4,086       12,135       15,000       18,945       22,905       24,237       22,973       24,047  
Replacement Cost - Draperies        275          837          295          905          746        1,161        1,983        1,217  
Replacement Cost - Electrical         0            0        1,401        3,679        2,062        2,820        2,688          370  
Replacement Cost - Painting           0            0            0            0            0            0            0            0  
Replacement Cost - Site               0            0        2,184            0        5,588            0            0          444  
Replacement Cost - Pools              0        2,165            0            0            0        1,059          843            0  
Replacement Cost - Plumbing           0          788        3,257            0            0            0        2,290            0  
Replacement Cost - Roof/Gutter      775            0            0            0            0            0            0            0  
Fire/Freeze/Flood - Major             0            0            0            0            0            0            0            0  
Acquired Assets                       0            0        1,141          704            0        1,588          655        1,050  

TOTAL REPLACEMENT COSTS          17,151       28,913       41,466       43,847       60,382       47,693       39,179       43,155  

Management Fee                   20,258       20,159       19,835       19,927       20,133       21,020       21,076       20,986  

TOTAL OPERATING EXPENSES        313,176      380,238      393,830      405,194      393,801      403,527      414,573      406,542  

NET OPERATING INCOME(LOSS)      193,294      123,745      102,018       92,985      109,528      121,982      112,330      118,098  

Mortgage Interest Payments      198,374      177,681      198,080      190,972      197,261      191,254      197,624      196,990  
Loan Draws From Gecc            (27,568)           0            0      (81,622)           0      (98,093)     (39,234)           0  
Renovation                            0            0            0            0            0            0            0            0  
Cash Flow Payment                     0            0            0            0            0            0            0            0  

NET CASH INCOME (LOSS)           22,487      (53,935)     (96,061)     (16,366)     (87,733)      28,821      (46,060)     (78,892) 

Vacancy Loss %                    16.60%       17.29%       18.38%       17.83%       16.74%       13.38%       13.21%       14.49% 
Management Apts %                  3.16%        2.91%        3.24%        3.21%        3.36%        3.16%        2.84%        2.77% 
Economic Occupancy %              80.24%       79.79%       78.40%       78.95%       79.90%       83.45%       83.95%       82.73% 
Direct Expenses %                 44.64%       53.77%       53.70%       55.14%       50.54%       54.24%       57.33%       55.09% 
Management Fee %                   4.00%        4.00%        4.00%        4.00%        4.00%        4.00%        4.00%        4.00% 
Replacement Cost %                 2.78%        4.34%        6.70%        7.08%        9.74%        7.73%        6.34%        6.94% 
Authorized Rates/Sq Ft             0.645        0.645        0.644        0.644        0.626        0.631        0.652        0.656 
Gross Rents/Sq Ft                  0.632        0.634        0.633        0.633        0.634        0.631        0.632        0.636 
Eff Gross Income/Sq Ft             0.518        0.515        0.507        0.509        0.515        0.537        0.539        0.537 
Direct Expenses/Sq Ft               3.38         4.09         4.08         4.19         3.84         4.11         4.35         4.20 
Average Rent/Unit                    483          484          484          484          484          482          483          486 

<CAPTION>

                                   SEP          OCT          NOV          DEC          BUDGET          1994           YTD
DESCRIPTION                       ACTUAL       ACTUAL       ACTUAL       ACTUAL        ACTUAL         BUDGET         ACTUAL
- -----------------------------    --------     --------     --------     --------     ----------     ----------     ----------
<S>                              <C>          <C>          <C>          <C>          <C>            <C>            <C>      
Electrical Maintenance             3,611        1,388        2,149        3,208         26,169         21,400         26,169
Painting Contract                 16,791       12,542       15,078       15,009        156,778        114,800        156,778
Site Maintenance                   1,598        1,449        3,457          395         17,028         16,150         17,028
Painting Material                    176          206          (47)         367          2,137          6,650          2,137
Pool Maintenance                     872        2,149          480        1,221         13,887         10,500         13,887
Plumbing Maintenance               3,679        5,601        5,333        4,882         58,820         52,400         58,820
Roof And Gutter Maintenance        1,248        2,458          756        4,865         16,790         18,000         16,790
Fire/Freeze/Flood - Minor              0            0            0            0              0              0              0
Landscaping                       11,855       13,361       14,464       25,149        154,879        126,090        154,679

TOTAL MAINTENANCE                 63,420       49,962       57,580       72,665        610,627        513,511        610,627

TOTAL DIRECT EXPENSES            352,325      317,597      340,030      356,681      3,994,336      3,840,039      3,994,335

Replacement Cost - Air Cond        2,496          830        1,273        4,186         43,925          7,350         43,925
Replacement Cost - Appliances     20,839       (3,210)      18,097       22,314        128,554         99,564        128,554
Replacement Cost - Other               0            0            0        4,225         29,081         24,565         29,061
Replacement Cost - Buildings           0            0            0        3,400          3,400              0          3,400
Replacement Cost - Carpet/Tile    26,987       11,695        8,678       29,026        220,713        142,685        220,713
Replacement Cost - Draperies       1,482          422        1,042         (131)        10,233          6,311         10,233
Replacement Cost - Electrical      3,375          596        1,254          245         18,491          5,400         18,491
Replacement Cost - Painting            0            0            0            0              0              0              0
Replacement Cost - Site            1,000        1,500        1,375        1,790         13,881              0         13,881
Replacement Cost - Pools               0            0            0            0          4,067              0          4,067
Replacement Cost - Plumbing            0            0        3,466        3,790         13,591              0         13,591
Replacement Cost - Roof/Gutter         0            0          736            0          1,511              0          1,511
Fire/Freeze/Flood - Major              0            0            0            0              0              0              0
Acquired Assets                        0            0          438          206          5,781              0          5,781

TOTAL REPLACEMENT COSTS           56,180       11,833       36,359       69,050        493,208        285,875        493,207

Management Fee                    20,004       19,798       19,904       20,140        243,240        249,176        243,240

TOTAL OPERATING EXPENSES         428,509      349,228      398,293      445,871      4,730,784      4,375,090      4,730,783

NET OPERATING INCOME(LOSS)        71,610      145,717      101,311       57,606      1,350,223      1,854,305      1,350,224

Mortgage Interest Payments       192,475      197,739      192,256      198,676      2,329,382      2,374,134      2,329,382
Loan Draws From Gecc             (37,994)     (51,115)    (108,080)     (38,399)      (482,105)             0       (482,105)
Renovation                        66,028       53,960       81,193       51,596        252,776              0        252,776
Cash Flow Payment                      0            0            0            0              0              0              0

NET CASH INCOME (LOSS)          (148,899)     (54,867)     (64,058)    (154,267)      (749,830)      (519,829)      (749,830)

Vacancy Loss %                     19.01%       18.85%       17.07%       14.18%         16.42%         13.69%         16.42%
Management Apts %                   2.44%        3.01%        5.22%        6.86%          3.52%          3.02%          3.52%
Economic Occupancy %               78.54%       78.13%       77.71%       78.96%         80.06%         83.29%         80.06%
Direct Expenses %                  56.54%       50.91%       54.48%       57.46%         53.66%         52.15%         53.66%
Management Fee %                    4.00%        4.00%        4.00%        4.00%          4.00%          4.00%          4.00%
Replacement Cost %                  9.02%        1.90%        5.83%       11.12%          6.63%          3.88%          6.63%
Authorized Rates/Sq Ft              0.656        0.654        0.641        0.640
Gross Rents/Sq Ft                   0.637        0.638        0.638        0.635          0.634          0.628          0.634
Eff Gross Income/Sq Ft              0.511        0.506        0.509        0.515          0.518          0.531          0.518
Direct Expenses/Sq Ft                4.32         3.90         4.17         4.38           4.09           3.93           4.09
Average Rent/Unit                     487          487          488          485            485            479            485
</TABLE>
<PAGE>

                                QUALIFICATIONS OF
                                 JOHN R. FISHER

EXPERIENCE:

Oct. 1995 - Present     Patrick-O'Connor & Associates, Inc. - Houston, Texas
                        Staff Appraiser - Inspections, research, and report
                        preparation for all types of commercial properties,
                        including apartments, shopping centers, office
                        buildings, free-standing retail properties, and
                        industrial facilities.

1994 - Oct. 1995        Thomas Bearden Company, Houston, Texas 
                        Fee Appraiser - Conduct financial feasibility studies,
                        tax protest appraisals, analysis of leased fee/leasehold
                        interests, and analysis of loan proposals. Initiate and
                        maintain good working relationships with clients,
                        research various data bases/publications, analyze
                        information, and draw conclusions. Review report for
                        changes and approve final copy. Perform onsite
                        inspections of property and area. Conduct phone
                        interviews with market participants. Make judgments,
                        decisions, and appraisal conclusions which "make or
                        break" multi-million dollar loans, on a regular basis.

1988 - 1994             Hill Thompson, Inc. Houston, Texas
                        Senior Appraiser - Implemented all phases of appraisal
                        process required to value commercial real estate.
                        Performed property inspections, market data compilation
                        and analysis, and report writing. Supervised office
                        staff. Reviewed appraisal reports and formulated
                        policies for company operations. Quoted fees for new
                        business and interacted with clients concerning all
                        aspects of the business.

EDUCATION:
                        Bachelor of Business Administration - Finance
                        University of Houston, Houston, Texas


                        Real Estate Courses:

                        Money and Capital Markets          Finance
                        Statistics                         Business Management
                        Principles of Real Estate II       Real Estate Law
                        Investment Strategy                Texas Real Estate 
                                                             Lic. Act
                        Deceptive Trade Practices Act, and Agency
                        Standards of Professional Practice and Code of Ethics

PROFESSIONAL AFFILIATIONS:

                        State Certified General Real Estate Appraiser
                        #TX-1323960-G Licensed Real Estate Agent #TX-401688-27
<PAGE>

================================================================================

                                [GRAPHIC OMITTED]

                TEXAS APPRAISER LICENSING AND CERTIFICATION BOARD

                                BE IT KNOWN THAT

                               JOHN ROBERT FISHER
     HAVING PROVIDED SATISFACTORY EVIDENCE OF THE QUALIFICATIONS REQUIRED BY
              THE TEXAS APPRAISER LICENSING AND CERTIFICATION ACT,
                 ARTICLE 6573a.2, VERNON'S TEXAS CIVIL STATUTES,
                         IS AUTHORIZED TO USE THE TITLE

                                 STATE CERTIFIED
                          GENERAL REAL ESTATE APPRAISER

                              Number: TX-1323960-G

                         Date of Issue: October 29, 1996

                      Date of Expiration: November 30, 1998

                                                              In Witness Thereof

[GRAPHIC OMITTED]


                                                /s/ A. E. Nelson Jr.
                                                --------------------------------
                                                         A. E. Nelson Jr., Chair


                                                /s/ Renil C. Liner
                                                --------------------------------
                                                    Renil C. Liner, Commissioner


   A. E. Nelson, Jr.,            Benjamin B. Barnett,           Debra S. Runyan,
        Chair                         Vice-Chair                   Secretary
   Leonel Garza, Jr.                David Gloier                Vidal Gonzalez
 Jacqueline G. Humphrey            Maria F. Teran               Cecil Wimberly

================================================================================
<PAGE>

                                QUALIFICATIONS OF
                           W.F. ("BUDDY") TROTTER, JR.

EXPERIENCE:

9/93 - Present          Patrick O'Connor & Associates, Inc.

7/90 - 9/93             Fox & Bubela, Inc., Houston, Texas Commercial Real
                        Estate Appraiser

                        Inspections, research and report preparation for all
                        types of commercial properties, including condemnation
                        appraisal for the Texas Highway Department. Major
                        clients included RTC, F.D.I.C., Texas Commerce Bank,
                        Nations Bank, Wells Fargo Bank, private individuals and
                        lawyers.

4/86 - 7/90             Hill-Thompson, Inc., Houston, Texas 
                        Commercial Real Estate Appraiser

                        Inspections, research and report preparation for all
                        types of commercial properties, including farms and
                        ranches, and airports. Major clients included F.D.I.C.,
                        First Interstate Bank and First City Bank.

10/83 - 4/86            Austin County Appraisal District, Bellville, Texas
                        Manager of Appraisal

5/71 - 10/83            Private business (retail)


EDUCATION

Rice University - Bachelor of Arts in History, 1971. Major coursework in pre
law.

Attended and successfully completed the following courses: Appraisal Institute
Course 1-A-1, University of Houston; American Society of Farm Managers and Rural
Appraisers: A-12, Standards and Ethics, Houston, Texas; Blinn College: Appraisal
and Advanced Appraisal, Real Estate Law, Real Estate Marketing; Texas
Association of Assessing Officers: Various Property Tax Courses.

Have attended various seminars, including RTC seminar on Affordable Housing
(1991).

PROFESSIONAL AFFILIATIONS

State Certified General Real Estate Appraiser, Texas TX-1322606-G
Real Estate Broker's License, State of Texas #0361814
Chairman, Austin County Appraisal Review Board 1990
<PAGE>

================================================================================

                                [GRAPHIC OMITTED]

                TEXAS APPRAISER LICENSING AND CERTIFICATION BOARD

                                BE IT KNOWN THAT

                            WILBURN FLACK TROTTER JR

     HAVING PROVIDED SATISFACTORY EVIDENCE OF THE QUALIFICATIONS REQUIRED BY
              THE TEXAS APPRAISER LICENSING AND CERTIFICATION ACT,
                 ARTICLE 6573a.2, VERNON'S TEXAS CIVIL STATUTES,
                         IS AUTHORIZED TO USE THE TITLE

                                 STATE CERTIFIED
                          GENERAL REAL ESTATE APPRAISER

                              Number: TX- 1322606-G

                        Date of Issue: February 22, 1996

                      Date of Expiration: February 28, 1998

                                                              In Witness Thereof

[GRAPHIC OMITTED]


                                                /s/ A. E. Nelson Jr.
                                                --------------------------------
                                                         A. E. Nelson Jr., Chair


                                                /s/ Renil C. Liner
                                                --------------------------------
                                                    Renil C. Liner, Commissioner


 A.E. Nelson. Jr.,               Hayden Woodard,              Maria F. Teran,
       Chair                        Vice-Chair                   Secretary   
Benjamin E. Barnett             Leonel Garza, Jr.              David Gloier  
  Vidal Gonzalez                 Debra S. Runyan              Cecil Wimberly 

================================================================================
<PAGE>

                            Patrick C. O'Connor, MAI

Patrick C. O'Connor is president of Patrick O'Connor & Associates, Inc., a real
estate appraisal, property tax reduction, real estate publishing and consulting
firm located in Houston, Texas.

Since 1983, Mr. O'Connor has been actively involved in client consultation,
appraisal of commercial real estate properties, property tax reduction, and real
estate brokerage primarily in the Houston metropolitan area. Types of properties
appraised include apartments, retail centers, convenience stores, gas stations,
office, office warehouse, bulk warehouse, service centers, land, car washes,
bowling alley, mortuary, subdivisions, single-family, duplexes, churches, club
houses, hotels, motels, mobile homes, restaurants, flea market, automobile
service facilities, schools and veterinarian clinics.

Since 1985, Mr. O'Connor has been active in publishing analyses and data
regarding the Houston real estate market. Over 800 customers and the media rely
on O'Connor & Associates' 14 reports as a source of timely, accurate
information. Mr. O'Connor has been interviewed on CNN and quoted in the Wall
Street Journal, New York Times, USA Today, National Real Estate Investor,
Houston Chronicle, Houston Post and Houston Business Journal.

                               Academic Background

Bachelor of Science in Industrial Engineering, University of Houston, May 1981. 
Master of Business Administration, Harvard Business School, May 1983.

Real Estate courses include:                      
     Principles of Real Estate I                  
     Principles of Real Estate II                 
     Principles of Real Estate III                
     Real Property Asset Management               
     Real Estate Law                              
     Appraisal Standards of Practice and Ethics   
     Keeping Current with Texas Real Estate       
     Principles of Property Tax Consulting        
     Intangibles:     Defining & Measuring the    
                      Impact on Property Taxes    
     Comprehensive Exam Review Class              

Appraisal Institute courses/credits include:           
     110 Appraisal Principles                          
     120 Appraisal Procedures                          
     310 Basic Income Capitalization                   
     320 General Applications                          
     410 Standards of Prof. Appraisal Practice Part A  
     420 Standards of Prof. Appraisal Practice, Part B 
     510 Advanced Income Capitalization                
     520 Highest and Best Use and Market Analysis      
     530 Advanced Sales Comp. and Cost Approaches      
     540 Report writing and Valuation Analysis         
     550 Advanced Applications                         

                            Professional Affiliations

MAI Member (No. 11,008) of the Appraisal Institute
Texas Real Estate Broker's License, 1985
 State Certified Appraiser: (State of Texas) TX-1321378-G 
                            (State of Louisiana) No. 1796
                            (State of Tennessee) I.D. No. 00051369
Registered Senior Property Tax Consultant (State of Texas)
<PAGE>

================================================================================

                             MEMBERSHIP CERTIFICATE

                              This Certifies That

                            Patrick Cornell O'Connor

                     has been admitted to memberships as an

                                   MAI Member

                       in the Appraisal Institute and is
            entitled to all the rights and privileges of membership
      subject only to the limiting conditions set forth from time to time
           in the Bylaws and Regulations of the Appraisal Institute.

   In Witness Whereof, the Board of Directors of the Appraisal Institute has
authorized this certificate to be signed in its behalf by the President, and the
      Corporate Seal to be hereunto affixed on this 4th day of June, 1996

                                /s/ [ILLEGIBLE]
                          ---------------------------
                                   President

           THIS CERTIFICATE IS THE PROPERTY OF THE APPRAISAL INSTITUE
      AND MUST BE RETURNED TO THE SECRETARY UPON TERMINATION OF MEMBERSHIP.

[GRAPHIC OMITTED]

                                     [LOGO]
                                   APPRAISAL
                                  INSTITUE(R)

================================================================================
<PAGE>

               TEXAS APPRAISER LICENSING AND CERTIFICATION BOARD

                                BE IT KNOWN THAT

                               PATRICK C OCONNOR

    HAVING PROVIDED SATISFACTORY EVIDENCE OF THE QUALIFICATIONS REQUIRED BY
              THE TEXAS APPRAISER LICENSING AND CERTIFICATION ACT,
                ARTICLE 6573a.2, VERNON'S TEXAS CIVIL STATUTES,
                         IS AUTHORIZED TO USE THE TITLE

                                STATE CERTIFIED
                         GENERAL REAL ESTATE APPRAISER

                              Number: TX-1321378-G

                          Date of Issue: June 12, 1997

                       Date of Expiration: June 30, 1999

                                                              In Witness Thereof

[GRAPHIC OMITTED]


                                                /s/ Benjamin B. Barnett
                                                --------------------------------
                                                      Benjamin B. Barnett, Chair


                                                /s/ Renil C. Liner
                                                --------------------------------
                                                    Renil C. Liner, Commissioner


   Benjamin B. Barnett,           Debra S. Runyan,        Jacqueline G. Humphrey
        Chair                        Vice-Chair                 Secretary
   Leonel Garza, Jr.               David Gloier              Vidal Gonzalez
A. E. (Butch) Nelson, Jr.                                    Maria F. Teran

================================================================================


================================================================================


COMPLETE APPRAISAL OF REAL PROPERTY
SELF-CONTAINED FORMAT OF REPORT

Franklin Mills
Southeast Quadrant of
Woodhaven Road at Knights Road
Philadelphia, Pennsylvania


================================================================================


As of April 16, 1997



Prepared For:

The Mills Corporation
1300 Wilson Boulevard - Suite 400
Arlington, Virginia
and
Merrill Lynch
World Financial Center
North Tower
New York, New York 10281


Prepared By:
Cushman & Wakefield of Pennsylvania, Inc.
Valuation Advisory Services
Two Logan Square, 20th  Floor
Philadelphia, Pennsylvania  19103
<PAGE>

Cushman & Wakefield, Inc.                                     CUSHMAN &
Two Logan Square                                             WAKEFIELD(R)
Philadelphia, PA  19103                              A ROCKEFELLER GROUP COMPANY
(215) 693-4000


April 28, 1997


Ms. Barbara Donovan
Director, Financial Services
The Mills Corporation
1300 Wilson Boulevard, Suite 400
Arlington, Virginia 22209
and
Mr. John Gluszak
Vice President
Investment Banking
World Financial Center
North Tower
New York, New York 10281

Re:   Complete Appraisal Of Real Property
      Self-Contained Format
      Franklin Mills
      Southeast Quadrant of
      Woodhaven Road at Knights Road
      Philadelphia, Pennsylvania

Dear Ms. Donovan:

      In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield of Pennsylvania, Inc. is pleased to transmit our report
estimating the current and prospective future market value of the leased fee
estate in the above referenced real property. The value opinion reported below
is qualified by certain assumptions, limiting conditions, certifications, and
definitions, which are set forth in the report.

      We would particularly note that our estimates of value incorporate a
proposed major remerchandising plan. Ownership has demolished a vacant former
Sears store and is constructing a 61,000 square foot movie theater on the site.
In addition, they will construct a 20,000 square foot restaurant adjoining the
theater site. Further, they intend to remerchandise the mall by emphasizing
higher end fashion tenants at the north end of the mall, moving towards more
discount oriented retailers at the middle of mall with an entertainment focus at
the south end anchored by the new movie theater and restaurant. The renovations
and remerchandising are projected for 1997 and 1998.
<PAGE>

Ms. Barbara Donovan
and
Mr. John Gluszak
November 10, 1997

                                  - Page Two -

      This report was prepared for the Mills Corporation and Merrill Lynch and
it is intended only for the specified use of the client. This appraisal is being
used for or as part of a securitized financing transaction being arranged by
Merrill Lynch. We agree to the distribution of the report to those rating
agencies which Merrill Lynch expects to work with on this transaction provided
the entire report is provided. It may not be distributed to or relied upon by
other persons or entities without written permission of Cushman & Wakefield of
Pennsylvania, Inc.

      This is a complete appraisal prepared in accordance with the Uniform
Standards of Professional Practice of the Appraisal Foundation. The results of
the appraisal are being conveyed in this self-contained report, as agreed. The
appraisal and this report were prepared by Gerald B. McNamara, MAI under the
supervision of Richard W. Latella, MAI.

      As a result of our analysis, we have formed the opinion that the market
value of the leased fee estate in the subject property, As Is, as of April 16,
1997, was:

                    ONE HUNDRED NINETY THREE MILLION DOLLARS

                                 ($193,000,000)

      Furthermore, as a result of our analysis, we have formed the opinion that
the prospective future market value of the leased fee estate in the subject
property, Upon Completion and At Stabilization as of June 1, 1998, would be:

                       TWO HUNDRED THIRTY MILLION DOLLARS

                                 ($230,000,000)


      This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.

Respectfully submitted,

CUSHMAN & WAKEFIELD OF PENNSYLVANIA, INC.



/s/Gerald B. McNamara                     /s/Richard W. Latella
Gerald B. McNamara, MAI                   Richard W. Latella, MAI
Associate Director                        Senior Director
Valuation Advisory Services               Valuation Advisory Services
Pennsylvania Certified                    Pennsylvania Certified
General Appraiser #GA-000267-L            General Appraiser #GA-00103-R


                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                        SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Name:                            Franklin Mills

Location:                                 Woodhaven Road at Knights Road
                                          Philadelphia, Pennsylvania

Interest Appraised:                       Leased fee estate

Date of Value:                            Current Value - April 16, 1997
                                          Prospective Value - June 1, 1998

Date of Inspection:                       April 16, 1997

Ownership:                                Franklin Mills Associates

Land Area:                                136.86 acres

Zoning:                                   ASC - Area Shopping Center District

Highest and Best Use:
      If Vacant:                          Retail development
      As Improved:                        Retail development

Improvements
      Type:                               Enclosed single level retail mall

      Year Built:                         1989

      Type of Construction:               Metal and masonry

      Rentable Building Area
      (After Renovation)                  Anchors            420,966 S.F.  (31%)
                                          Majors             352,560 S.F.  (26%)
                                          Specialty Stores   602,379 S.F.  (43%)
                                                           ---------------------
                                          Total            1,375,905 S.F. (100%)

      Condition:                          Good

      Parking:                            The mall site contains parking for
                                          7,100 cars or 5.2 spaces per thousand
                                          square feet of leasable area.


                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                        Summary Of Salient Facts And Conclusions
================================================================================

Operating Data and Forecasts
      Current Occupancy:                  96%
      Projected Rental Rate
            Kiosk                         $90.00/S.F
            Food Court                    $40.00/S.F.
            >1,000 S.F:                   $46.00/S.F.
            1,001 S.F - 2,000 S.F.:       $25.00/S.F.
            2,001 - 5,000 S.F.:           $21.00/S.F.
            5,000 - 9,999 S.F.:           $19.00/S.F.
            10,000 + S.F.                 $13.50/S.F.
            Jewelry                       $37.00/S.F.
            Major Tenants (20,000 + S.F.) $12.00/S.F.

Value Indicators As Is of April 16, 1997

Sales Comparison Approach                 $197,000,000 - $200,000,000
Income Capitalization Approach:           $193,000,000

Value Conclusion As Is of April 16, 1997: $193,000,000

Resulting Indicators:
      Price Per S.F. of Rentable Area:    $140.27
      Price Per S.F. of Mall Area:        $320.40

Value Indicators Upon Completion and At Stabilization as of June 1, 1998

Sales Comparison Approach                 $228,000,000 - $231,000,000
Income Capitalization Approach:           $230,000,000

Value Conclusion as of June 1, 1998:      $230,000,000

Resulting Indicators:
      Price Per S.F. of Rentable Area:    $167.16
      Price Per S.F. of Mall Area:        $381.82

Estimate of Exposure Time:                We believe, based on the assumptions
                                          employed in our analysis and based on
                                          our selection of investment parameters
                                          for the property, the value
                                          conclusions represent prices
                                          achievable within nine month's
                                          exposure on the open market.


                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                        Summary Of Salient Facts And Conclusions
================================================================================

Special Assumptions:                      We would particularly note that our
                                          estimates of value incorporate a
                                          proposed major remerchandising plan.
                                          Ownership has demolished a vacant
                                          former Sears store and is constructing
                                          a 61,000 square foot movie theater on
                                          the site. In addition, they will
                                          construct a 20,000 square foot
                                          restaurant in mall space which adjoins
                                          the theater site. Further, they intend
                                          to remerchandise the mall by
                                          emphasizing higher end fashion tenants
                                          at the north end of the mall, moving
                                          towards more discount oriented
                                          retailers at the middle of mall with
                                          an entertainment focus at the south
                                          end anchored by the new movie theater
                                          and restaurant. The renovations and
                                          remerchandising are projected for 1997
                                          and 1998. Please refer to the complete
                                          list of Assumptions and Limiting
                                          Conditions included at the end of this
                                          report.


                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                               [GRAPHIC OMITTED]
<PAGE>

                                             PHOTOGRAPHS OF THE SUBJECT PROPERTY
================================================================================


                                [GRAPHIC OMITTED]

                                  Interior View



                               [GRAPHIC OMITTED]

                               General Cinema Site

================================================================================


                                       -1-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Photographs of the Subject Property
================================================================================


                                [GRAPHIC OMITTED]

                                  Exterior View



                                [GRAPHIC OMITTED]

                                  Interior View

================================================================================


                                       -2-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                    INTRODUCTION
================================================================================

Identification of the Subject Property

      The subject of this appraisal is Franklin Mills, a super regional outlet
mall located at the southeast quadrant of the intersection of Woodhaven Road
(Route 63) and Knights Road in Philadelphia, Pennsylvania. The property was
constructed in 1989 and currently contains four owned anchors (Spiegel, JC
Penney, Burlington Coat Factory and Marshalls), one anchor on a land lease
(Ports of the World/Boscovs), two non owned anchors (Sam's Wholesale Club and
Phar-Mor), ten major stores (in excess of 20,000 square feet) plus 602,379+/-
square feet of specialty store space.

      Ownership has demolished a vacant former Sears anchor store and is
currently constructing a 61,000 square foot movie theater on the site.
Completion of the movie theatre is projected for December, 1997. In addition,
they will construct a 20,000 square foot restaurant in mall space which adjoins
the theater site. Further, they intend to remerchandise the mall by emphasizing
higher end fashion tenants at the north end of the mall, moving towards more
discount oriented retailers at the middle of mall with an entertainment focus at
the south end anchored by the new movie theater and restaurant. The renovations
and remerchandising are projected to be substantially completed by June, 1998.
At completion, the mall would contain a rentable area of 1,375,905+/- square
feet configured as follows:

================================================================================
                                     Franklin Mills
================================================================================
                                                       As Renovated
- --------------------------------------------------------------------------------
            Anchors                                     420,966 S.F.
- --------------------------------------------------------------------------------
            Majors                                      360,972 S.F.
- --------------------------------------------------------------------------------
            Specialty/Food Court/Kiosks                 602,379 S.F.
- --------------------------------------------------------------------------------
            Total Owned                               1,375,905 S.F.
- --------------------------------------------------------------------------------
            Non - Owned                                 360,972 S.F.
- --------------------------------------------------------------------------------
            Total GLA                                 1,736,877 S.F.
================================================================================

      The site contains a land area of 136.86+/- acres. The property is
identified by the City of Philadelphia's Tax Assessor's Office as Ward 88 Book 2
Number 693014 (4301 Woodhaven Road).

Property Ownership and Recent History

      Title to the subject property is held by Franklin Mills Associates. There
have been no conveyances, contracts of sale, listings, offers to purchase, or
options to purchase involving the subject property during the last three years
of which we have knowledge.

      As of the date of appraisal approximately 34,000 square feet of the
specialty store space was vacant, indicating an overall vacancy of 5.6% of mall
store space. In addition, one 23,254 square foot major tenant space (the former
I. Goldberg space) is vacant. Overall occupancy is 95.8 percent.

================================================================================


                                       -3-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                    Introduction
================================================================================

Purpose, Function, and Scope of the Appraisal

      The purpose of this appraisal is to estimate the market value of the
leased fee estate for the subject property As Is of April 16, 1997 as well as
the prospective future value estimate of the leased fee estate of the subject
property As Completed and Stabilized as of June 1, 1998. This report is to
function as a supporting document in the potential financing of the subject
property. The scope of our appraisal process included:

o     A detailed physical inspection of the subject property.

o     A study of current regional economic trends, nearby neighborhood
      influences and local market characteristics.

o     Interviewed representatives of ownership and the property management
      company. Reviewed leasing policy, concessions, tenant build-out allowances
      and history of recent rental rates and occupancy with Mills Corporation
      personnel.

o     Reviewed a detailed operating history and a budget forecast for 1997.

o     Conducted market research of occupancies, asking rents, concessions and
      operating expenses at competing retail properties, including interviews
      with on-site managers and a review of our own data base from previous
      appraisal files.

o     Reviewed trade area data for the property as prepared by Equifax National
      Decision Systems.

o     Conducted market inquiries into recent sales of similar regional malls to
      ascertain sale prices per square foot and capitalization rates.

o     Reviewed lease abstracts for all tenants. We have been provided with a
      current rent roll and other reports for the tenants.

o     Estimated market rental rates, absorption, income and expenses for the
      subject based on available market data and the current market thinking
      relative to growth in market rents and market absorption.

o     A development of the Income Capitalization and Sales Comparison Approaches
      to the valuation of real property with a reconciliation of the results
      into a final estimate of market value for the subject. As purchase
      decisions on real property like the subject are not being based upon the
      cost of obtaining a site and constructing improvements with equal
      desirability and utility, the Cost Approach was not utilized in this
      analysis.

      For this assignment, a complete appraisal of the subject property was
performed with the results conveyed in this self-contained report. A complete
appraisal involves an estimate of market value without any departure from the
Uniform Standards of Professional Appraisal Practice maintained by the Appraisal
Foundation. A self-contained report makes a comprehensive presentation of the
data and analyses which serve as the basis of our conclusion of value for the
subject property.

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                                       -4-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                    Introduction
================================================================================

Interest Appraised and Date of Value

      This appraisal concerns itself with the market value of the leased fee
estate in the subject property As Is of September 1, 1996 as well as the as well
as the prospective future market value of the leased fee estate of the subject
property upon completion and stabilized occupancy projected for June 1, 1998. On
April 16, 1997, Gerald B. McNamara, MAI of Cushman & Wakefield of Pennsylvania,
Inc., inspected the subject property. Richard W. Latella, MAI of Cushman &
Wakefield of New York, Inc., has also inspected the property. This appraisal
report is prepared as of November 10, 1997.

      Gerald B. McNamara is certified by the Commissioner of Professional and
Occupational Affairs of the Commonwealth of Pennsylvania as a General Appraiser.
Certificate #GA-000267-L was re-issued to him on June 15, 1995 and will expire
on June 30, 1997. Richard W. Latella is also certified by the Commissioner of
Professional and Occupational Affairs of the Commonwealth of Pennsylvania as a
General Appraiser. Certificate #GA-00103-R was re-issued to him on June 15, 1995
and will expire on June 30, 1997. Copies of these certificates are included
among the Addenda to this report.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

      The definition of market value utilized in this report is taken from the
Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation
as follows:

      The most probable price which a property should bring in a competitive and
      open market under all conditions requisite to a fair sale, the buyer and
      seller, each acting prudently and knowledgeably, and assuming the price is
      not affected by undue stimulus. Implicit in this definition is the
      consummation of a sale as of a specified date and the passing of title
      from seller to buyer under conditions whereby:

            1.    Buyer and seller are typically motivated;

            2.    Both parties are well informed or well advised, and acting in
                  what they consider their own best interests;

            3.    A reasonable time is allowed for exposure in the open market;

            4.    Payment is made in terms of cash in U.S. dollars or in terms
                  of financial arrangements comparable thereto; and

            5.    The price represents the normal consideration for the property
                  sold unaffected by special or creative financing or sales
                  concessions granted by anyone associated with the sale.

      Under Paragraph 3 of the above Definition of Market Value, the value
estimate presumes that "a reasonable time is allowed for exposure in the open
market". According to Statement on Appraisal Standards #6 of the Appraisal
Foundation, Exposure Time is defined as `the estimated length of time the
property interest being appraised would have been offered on the market prior to
the hypothetical consummation of a sale at the market value on the effective
date of the appraisal. It is a retrospective estimate based upon an analysis of
past events assuming a competitive and open market". Thus, Exposure Time is
presumed to precede the effective date of the appraisal. Based upon the analysis
which is detailed elsewhere in this report, we estimate a reasonable Exposure
Time to have been nine months for a property like the subject at the concluded
opinion of value reported.

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                                       -5-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                    Introduction
================================================================================

      The definitions of the interests appraised which are utilized in this
report are taken from The Dictionary of Real Estate Appraisal, Third Edition
(1993), published by the Appraisal Institute (formerly the American Institute of
Real Estate Appraisers), as follows:

      Fee Simple Estate

      Absolute ownership unencumbered by any other interest or estate subject
      only to the four powers of government.

      Leased Fee Estate

      An ownership interest held by a landlord with the right of use and
      occupancy conveyed by lease to others; the rights of lessor or the leased
      fee owner and leased fee are specified by contract terms within the lease.

      Finally, the definitions of other pertinent terms taken from another
source for this report is as follows:

      Market Value As Is on Appraisal Date

      Value of the property appraised in the condition observed upon inspection
      and as it physically and legally exists without hypothetical conditions,
      assumptions, or qualifications on the effective date of appraisal.

      Market Rent The Dictionary of Real Estate Appraisal, Third Edition (1993)

      The rental income that a property would most probably command on the open
      market.

      Prospective Value Estimate The Dictionary of Real Estate Appraisal, Third
      Edition (1993)

      A forecast of value expected to occur at a specified future date. A
      prospective value estimate is most frequently utilized in connection with
      real estate projects that are proposed, under construction, under
      conversion to a new use, or that have otherwise not achieved sellout or
      stabilized level of long term occupancy at the time the appraisal report
      is written.

Legal Description

      A legal description of the subject property was not provided to the
appraisers of this report.

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                                       -6-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               REGIONAL ANALYSIS
================================================================================

Philadelphia Metropolitan Area

      The subject property is located in on the northern border of the City of
Philadelphia, the urban center of the Philadelphia Metropolitan Area. The
Philadelphia Metropolitan Area, itself, encompasses over 3,500 square miles
through the counties immediately surrounding the city in both Pennsylvania and
New Jersey. The greater metropolitan area is actually part of a larger economic
and geographic entity known as the Delaware Valley, which extends from Trenton,
New Jersey at the north to Wilmington, Delaware at the south. The Delaware
Valley is a closely integrated market which pervades the many political
subdivisions incorporated in it.

Population

      According to the most recent estimate of the Federal Census Bureau, the
Philadelphia Metropolitan Area has the fourth largest population in the nation
after Los Angeles, New York, and Chicago. The currently reported population of
about five million represents a .4 percent increase over that counted in 1990.
The statistics indicated population growth in the suburban counties surrounding
Philadelphia, with a decline in the city itself. The current population of the
City of Philadelphia is reported to be about 1.522 million, a decrease of
approximately four percent since 1990. These statistics are significant in that
demographers believe population growth is directly tied to employment growth.

================================================================================
                              Population Statistics
                         Philadelphia Metropolitan Area
                                 (In Thousands)
================================================================================
                                                       %                    %
County                            1980      1990    Change       1995     Change
================================================================================
Bucks                             483.8     541.2   + 11.9%      570.6    + 5.4%
- --------------------------------------------------------------------------------
Chester                           320.1     376.4   + 17.6%      399.7    + 6.2%
- --------------------------------------------------------------------------------
Delaware                          552.2     547.7    - 0.8%      548.2     + .1%
- --------------------------------------------------------------------------------
Montgomery                        644.6     678.1    + 5.2%      703.2    + 3.7%
- --------------------------------------------------------------------------------
Philadelphia                    1,668.2   1,585.6    - 5.0%    1,521.5    - 4.0%
- --------------------------------------------------------------------------------
Burlington                        366.0     395.1    + 8.0%      400.8    + 1.4%
- --------------------------------------------------------------------------------
Camden                            472.8     502.8    + 6.4%      506.6     + .8%
- --------------------------------------------------------------------------------
Gloucester                        202.1     230.1   + 13.9%      243.1    + 5.7%
- --------------------------------------------------------------------------------
Salem                              65.0      65.3    + 0.5%       64.6    - 1.1%
================================================================================
Total Metropolitan Area         4,774.8   4,922.3    + 3.1%    4,958.3     + .7%
================================================================================
Source:  U.S. Census Bureau
================================================================================

Employment

      The traditional economic base of the region was once heavy manufacturing.
Concurrent with national trends, the regional economy has now shifted toward a
skilled/service oriented base. Approximately 33 percent of the region's 2.15+/-
million employees in the wage and salary workforce are now employed in the
service industries, as contrasted with the approximate 15 percent employed in
manufacturing. Furthermore, another 22 percent of the region's workforce is
employed in the wholesale and retail trades, while only 14 percent is employed
by government.

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                                       -7-
                                                             CUSHMAN &
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                                               Regional Analysis
================================================================================

<TABLE>
<CAPTION>
=======================================================================================================
                                     Philadelphia Metropolitan Area
                                     January Employment Statistics
                                             (In Thousands)
=======================================================================================================
                                              1990          %       1995         %    Variance       %
=======================================================================================================
<S>                                           <C>         <C>       <C>        <C>       <C>       <C>
Manufacturing                                 358.6       16.3      311.8      14.5    - 46.8    - 13.1
- -------------------------------------------------------------------------------------------------------
Construction & Mining                          95.4        4.3       73.9       3.4    - 21.5    - 22.5
- -------------------------------------------------------------------------------------------------------
Transportation, Communication & Utilities      99.0        4.5      104.5       4.9      +5.5      +5.6
- -------------------------------------------------------------------------------------------------------
Wholesale & Retail Trades                     508.0       23.1      482.8      23.5    - 25.2     - 5.0
- -------------------------------------------------------------------------------------------------------
Finance, Insurance & Real Estate              167.6        7.6      155.1       7.2    - 12.5     - 7.5
- -------------------------------------------------------------------------------------------------------
Services                                      659.1       30.1      717.5      33.4    + 58.4     + 8.9
- -------------------------------------------------------------------------------------------------------
Government                                    308.4       14.1      303.3      14.1     - 5.1     - 1.7
- -------------------------------------------------------------------------------------------------------
Total Wage & Salary Employment              2,196.1      100.0    2,148.9     100.0    - 47.2     - 2.2
- -------------------------------------------------------------------------------------------------------
Total Civilian Labor Force                  2,409.0               2,397.6              - 11.4     - 0.5
- -------------------------------------------------------------------------------------------------------
Unemployment                                  114.1                 143.5              + 29.4    + 25.8
- -------------------------------------------------------------------------------------------------------
Unemployment Rate                               4.7%                  6.0%
=======================================================================================================
Source:  Pennsylvania Department of Labor and Industry
=======================================================================================================
</TABLE>

      According to a recent study by the Federal Reserve Bank of Philadelphia,
the Philadelphia metropolitan area had the weakest economy of any labor market
in the Tri State area (Pennsylvania, New Jersey and Delaware) in 1995. Job
levels declined .5 percent even though the employment rate remained relatively
steady. All of the net job loss was in the City of Philadelphia, while in the
suburbs, job growth was an anemic .1 percent.

      However, the regional economy has improved in 1996 with most sectors
enjoying healthy growth. Manufacturing output turned sharply upward, although
manufacturing employment remained weak. Residential construction has turned up
sharply. Retail sales in the region are growing a little faster than national
figures, with sales of durable goods leading the way. Bank lending has been
flat. Every sector in the Tri-State area registered gains in employment in the
second quarter with the exception of manufacturing and transportation. Growth in
the region is expected to be somewhat weaker in the third and fourth quarters
and to remain slower than the nation's for the remainder of the year. Inflation
remains in check in the region.

      While only the strongest of manufacturing companies remain in the region,
economic leadership is now shared with companies in health care, information
processing, pharmaceuticals, education, banking and insurance. A listing of the
ten largest employers in Philadelphia County alone bears out this observation.
Note that the total civilian labor force, which includes self-employed workers,
has generally remained the same since 1990. Wage and salary positions, though,
have declined somewhat.

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                                       -8-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
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                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

<TABLE>
<CAPTION>
=============================================================================================
                                Philadelphia Metropolitan Area
                                January Employment Statistics
                                        (In Thousands)
=============================================================================================
                                              1992       1994      Change     1996     Change
=============================================================================================
<S>                                           <C>        <C>         <C>      <C>        <C> 
Manufacturing                                 318.2      310.1      -2.6%     301.2     -2.9%
- ---------------------------------------------------------------------------------------------
Construction & Mining                          67.1       71.1      +6.0%      68.3     -3.9%
- ---------------------------------------------------------------------------------------------
Transportation, Communication & Utilities      98.9      102.2      +3.3%     101.6     -0.6%
- ---------------------------------------------------------------------------------------------
Wholesale & Retail Trades                     475.9      464.8      -2.3%     482.7     +4.0%
- ---------------------------------------------------------------------------------------------
Finance, Insurance & Real Estate              156.6      154.6      -1.3%     152.1     -1.6%
- ---------------------------------------------------------------------------------------------
Services                                      668.8      697.6      +4.3%     719.8     +3.2%
- ---------------------------------------------------------------------------------------------
Government                                    300.3      302.1      +0.6%     299.7     -0.8%
- ---------------------------------------------------------------------------------------------
Total Wage & Salary Employment              2,085.8    2,102.5      +0.8%   2,125.4     +1.1%
- ---------------------------------------------------------------------------------------------
Total Civilian Labor Force                  2,426.0    2,403.2      -0.9%   2,378.1     -1.0%
- ---------------------------------------------------------------------------------------------
Unemployment                                  168.0      142.6                137.3
- ---------------------------------------------------------------------------------------------
Unemployment Rate                               6.9%       5.9%                 5.8%
=============================================================================================
Source:  Pennsylvania Department of Labor and Industry
=============================================================================================
</TABLE>

      According to the Pennsylvania Department of Labor and Industry, the July,
1996 unemployment rate in the nine county Philadelphia Metropolitan Area was 5.2
percent, as compared to 5.1 percent for the Commonwealth of Pennsylvania and 5.4
percent for the nation as a whole. For the city of Philadelphia, the
unemployment rate for July was 4.6 percent.

<TABLE>
<CAPTION>
=========================================================================================================
                                       Largest Non-Public Employers
                                           Philadelphia County
=========================================================================================================
       Employer                             Local Employees                   Product or Service
=========================================================================================================
<S>                                              <C>                     <C>
University of Pennsylvania                       10,900                  Education; Research; Health Care
- ---------------------------------------------------------------------------------------------------------
Thomas Jefferson University                       7,400                  Education; Research; Health Care
- ---------------------------------------------------------------------------------------------------------
CoreStates Financial Corporation                  6,100                  Banking; Financial Services
- ---------------------------------------------------------------------------------------------------------
Bell Atlantic                                     5,600                  Telecommunications
- ---------------------------------------------------------------------------------------------------------
Allegheny Health                                  5,100                  Education; Health Care
- ---------------------------------------------------------------------------------------------------------
Aramark, Inc.                                     4,600                  Food Services
- ---------------------------------------------------------------------------------------------------------
Einstein Healthcare                               4,200                  Education; Health Care
- ---------------------------------------------------------------------------------------------------------
Cigna Corporation                                 4,100                  Insurance, Financial Services
- ---------------------------------------------------------------------------------------------------------
ConRail, Inc.                                     3,800                  Rail Freight Transportation
- ---------------------------------------------------------------------------------------------------------
PECO Energy Company                               3,400                  Public Utility
=========================================================================================================
Source:  Philadelphia Business Journal
=========================================================================================================
</TABLE>

Income

      The median effective household buying income or disposable income after
federal taxes in the Philadelphia Metropolitan Area is currently estimated to be
$39,470 or 28th of the 320 metro markets surveyed. This compares to $33,333 for
the Commonwealth of Pennsylvania, $42,247 for the state of New Jersey and
$32,238 for the United States as a whole. Philadelphia ranks last in current
median household income level in the Metropolitan Area at $27,542 per household.

================================================================================


                                       -9-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

================================================================================
                                Income Statistics
                         Philadelphia Metropolitan Area
================================================================================
                                                 Effective Buying 
                                                    Income (In        Median 
County                            Households        Thousands)     Household EBI
================================================================================
Bucks                                203,700       $11,424,599       $    48,814
- --------------------------------------------------------------------------------
Chester                              143,400         9,732,884            55,798
- --------------------------------------------------------------------------------
Delaware                             202,900        10,359,964            42,366
- --------------------------------------------------------------------------------
Montgomery                           269,700        16,369,926            47,723
- --------------------------------------------------------------------------------
Philadelphia                         571,500        20,080,366            27,542
- --------------------------------------------------------------------------------
Burlington                           140,600         7,341,632            44,967
- --------------------------------------------------------------------------------
Camden                               178,900         8,049,714            37,788
- --------------------------------------------------------------------------------
Gloucester                            83,900         3,700,926            39,978
- --------------------------------------------------------------------------------
Salem                                 23,500         1,019,275            38,123
================================================================================
Total                              1,818,100       $88,079,286       $    39,470
================================================================================
Source: Sales & Marketing Management
================================================================================

Linkages

      The Philadelphia Metropolitan Area benefits from an admirable
transportation system linking the region to the rest of the nation and points
throughout the world. The Port of Philadelphia is one of the largest fresh water
ports in the country. The Philadelphia International Airport provides service to
most major North American cities and many European destinations. From its
central location in the heart of the eastern megalopolis, excellent highway and
rail accessibility is also available.

Cultural, Educational and Recreational Resources

      Educational opportunities abound throughout the region, with twelve major
colleges and universities located here. There are also four teaching medical
college hospitals in the Philadelphia area. As the nation's fourth largest urban
center and first capital, cultural and recreational activities available to the
populace are widely diverse.

Conclusions

The central core of this metropolitan area, the City of
Philadelphia, continues to experience a fiscal crisis precipitated by a
diminishing tax base and the increased need for new and costly municipal
services. However, the current administration and council are now cooperating to
promote fiscal responsibility which is creating a positive response among many.
On the other hand, the surrounding suburban counties have been the focus of the
region's population and job growth over the last decade. This trend is expected
to continue into the next century.

================================================================================


                                      -10-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

      Overall, the Philadelphia Metropolitan Area is an older, densely developed
region with a mature economy which can only be expected to grow less and at a
slower pace in the months and years to come. Taxes and labor costs throughout
the Northeastern United States are higher than elsewhere so that there are fewer
opportunities for low cost start-up companies. Fortunately, the patchwork of
existing small to mid-sized companies in the Philadelphia Metropolitan Area
should protect this region from the severe economic shocks seen in many single
industry towns.

      Thus, over the long term, the Philadelphia Metropolitan Area benefits from
a diversified economic base which should protect the region from the effects of
wide swings in the economy. The region's strategic location along the eastern
seaboard and its reputation as a major business center should further enhance
the area's long term outlook. The region's real estate market is beginning to
give way to some optimism as availabilities are slowly absorbed through the
current economic expansion. It is our conclusion that the long term trends of
the region should eventually exert positive influences on the values of well
located and well designed real property.

Summary

      o     Philadelphia is the fifth largest city in the country but, due to
            the population of its suburbs, it is the fourth largest metropolitan
            area. Just by sheer size, the region represents a broad marketplace
            for all commodities including real estate.

      o     The region's economy is diversified with the service industries now
            the largest single sector; manufacturing has stabilized after three
            decades of decline. The region's economy is now growing though the
            number of people employed is about the same as it was three years
            ago due to new business technologies which increase productivity.
            This has served to lessen demand for most types of space in the
            Philadelphia Metropolitan Area.

      o     Regional economic trends point toward an era of modest growth which,
            over time, should eventually alleviate the current imbalance between
            supply and demand for most types of real property. However, only
            those with a desirable location and functional design will
            outperform inflation in the general economy.

================================================================================


                                      -11-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                               [GRAPHIC OMITTED]
<PAGE>

                                                           NEIGHBORHOOD ANALYSIS
================================================================================

Northeast Philadelphia and Bensalem Township

      The subject property lies in the Parkwood neighborhood of Northeast
Philadelphia and immediately south of the border between Northeast Philadelphia
and Bensalem Township in Bucks County, Pennsylvania, approximately fifteen miles
northeast of Philadelphia's central business district. Parkwood is a densely
populated residential area of the city which was developed in the Fifties and
early Sixties.

      Northeast Philadelphia extends from Bridge Street at the southern end to
the Poquessing Creek and Bucks County at the northern end, and from Montgomery
County in the west to the Delaware River in the east. Northeast Philadelphia has
evolved from a predominately rural area into a densely populated community.
Approximately one quarter of a million people now live in this area which is now
nearly 100 percent developed. This growth in population was basically brought
about by the migration of younger families seeking to escape the overcrowding
and decay of other older sections of the city. If Northeast Philadelphia were
severed from the rest of Philadelphia, it would become the third largest city in
Pennsylvania in terms of population.

      Northeast Philadelphia is primarily a residential community. The principal
residential dwelling unit is the attached, "row", or townhouse unit. The
Northeast section of the city is characterized by densely populated residential
developments. There are also semi-detached and detached, single family dwellings
with higher average values than townhouse units. An adequate supply of rental
housing is also available, including a large number of garden apartments. Homes
are generally well kept, pride of ownership is obvious, and the entire area is
considered to be largely stable.

      In conjunction with this population growth, commercial land uses evolved
along the main traffic arteries which circulate through Parkwood and the other
sections of Northeast Philadelphia. Major regional retail land uses include
Roosevelt Mall, Northeast Tower Center and the Franklin Mills Mall. Within
Northeast Philadelphia there are also numerous commercial districts catering
essentially to pedestrian traffic. These are mainly found along the parts of
Torresdale Avenue, Frankford Avenue, Cottman Avenue, Bustleton Avenue, Castor
Avenue and Rising Sun Avenue.

      Along with this population explosion has come a corresponding influx
industry into Northeast Philadelphia capitalizing on the newly relocated labor
force of young, skilled and semi-skilled workers. Presently, Northeast
Philadelphia represents one of the more concentrated industrial sections of the
city. Within a several miles radius of the subject are located numerous
industrial parks and designated industrial districts which form the economic
base of this area. The largest of these is the Philadelphia Industrial Park
located approximately three miles east of the subject property.

================================================================================


                                      -12-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                           Neighborhood Analysis
================================================================================

      Contributing greatly to the neighborhood's desirability is the area's
excellent highway and transportation systems. Roosevelt Boulevard is one of the
major traffic arteries which traverses Northeast Philadelphia and connects with
the Schuylkill Expressway (Interstate 76) to the south and the Philadelphia
Interchange of the Pennsylvania Turnpike to the north. The Delaware Expressway
(Interstate 95), the other major traffic artery in the area, connects to Center
City Philadelphia to the south, and Trenton and New York to the north. Woodhaven
Road (Route 63) is a limited access highway for a part of its length connecting
the Roosevelt Boulevard with Interstate 95.

      Public transportation is excellent with the Southeastern Pennsylvania
Transportation Authority (SEPTA) providing bus and commuter rail service
throughout the area. Rail freight is available through ConRail. Located at Grant
Avenue, within the center of the Philadelphia Industrial Park, is North
Philadelphia Airport. This is principally a private and executive-oriented
facility, but one which does provide commuter service to Philadelphia and Newark
International Airports.

      As noted, the subject property is located immediately south of the border
between Philadelphia and Bensalem Township in Bucks County. Bucks County
geographically encompasses 610 square miles. Located north of Philadelphia, the
county is divided into 54 municipalities, each possessing the powers of police
and taxation. Bensalem Township, which is located on the southeastern boundary
of the county, is bordered by the City of Philadelphia to the south, the
Delaware River, Bristol Township and Bristol Borough to the east, Lower
Southampton Township to the west and Pendel Borough and Middletown Township to
the north. The 1990 population figures for the township were 56,788, up 8.4
percent since the 1980 census.

      The growth of Bensalem Township is directly attributable to the excellent
transportation system which serves it. Interstate 95, which traverses the
township, links Bensalem Township to Philadelphia on the south and Trenton, New
Jersey to the north. Access to the Pennsylvania Turnpike, leading to New Jersey
to the east and Ohio to the west, is two miles northwest of the subject at U.S.
Route 1. U.S. Route 1 provides access to Philadelphia to the south and Trenton
to the north. Routes 132, 413 and 513 also serve the township.

      Residential uses in Bensalem Township vary widely and include attached,
semi-detached and detached single family dwellings as well as garden apartments
and condominiums. The total housing stock of over 15,000 units represents an
increase of approximately 56 percent since 1980.

      A wide variety of commercial and office uses are located in Bensalem
Township primarily along Street Road and Route 1. Located here are a variety of
community and strip shopping centers as well as the Neshaminy Mall, a 950,000
square foot regional mall anchored by Sears, Boscov's and Strawbridge's. In
addition, Federal Realty Investor's Trust has recently announced plans to
construct a 688,000 square foot retail center to be named Gateway Center on a
196 acre tract located on the north side of Street Road, west of its interchange
of I-95. This mixed use development would contain 200 hotel rooms, a 115,000
square foot entertainment center and a 60,000 square foot assisted living
facility. This proposal was presented to the Bucks County Planning Commission in
July, 1996 and a lengthy approval process is anticipated.

================================================================================


                                      -13-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                           Neighborhood Analysis
================================================================================

      Light industrial development in Bensalem Township was fostered by the
completion of Interstate 95 in this area in the early 1970's. This area was the
first to be developed with industrial parks which attracted businesses from
Philadelphia by offering a suburban location with good highway access to the
city without the city's onerous tax climate found there. Major industrial park
developments in Bensalem Township include the Expressway 95 Industrial Park,
Riverview Industrial Park, Metropolitan Industrial Park, and Bridgewater
Industrial Park, among others.

      The area immediately surrounding and directly influencing the subject
consists of the retail commercial uses of Franklin Mills as well as the
peripheral outparcel development. Franklin Mills is a 1.757 million square foot
regional mall, anchored by JC Penney, Boscov's, Burlington Coat Factory,
Spiegel, Sam's Wholesale Club, and Marshall's. In addition, the mall is
surrounded by freestanding stores occupied by Toys R Us and General Cinema.
Other significant retail development surrounding the mall includes the
Philadelphia Design Center and Liberty Plaza. Philadelphia Design Center is a
strip center anchored by Hechingers and with in-line tenants oriented towards
home furnishings. Liberty Plaza, is a power shopping center anchored by Service
Merchandise and Dicks Sporting Goods. It is proposed that Wal-Mart will soon
occupy a former Bradlees store in this center. There is also a new Giant
Supermarket planned for this site. Surrounding the mall are residential
subdivisions of detached single family, twins and rowhomes as well as several
multifamily apartment complexes. The subject neighborhood has easy access to
major highways including Interstate 95, U.S. Route 1 and the Pennsylvania
Turnpike.

Summary

      In summary, the subject property is situated in a largely built-up
location in the Northeast section of Philadelphia and immediately adjacent to
the suburban community of Bensalem Township. The area boosts a widely diverse
mix of residential, commercial and light industrial uses. This populous area
also benefits from being within the fourth largest urban area and the fifth
largest city in the country.

o     The immediate neighborhood of the subject is characterized by a variety of
      land uses typical to an urban neighborhood.

o     For retail development such as the subject, the advantages of this
      neighborhood include the density of population and good highway access.

o     The disadvantages of this neighborhood relative to suburban locations
      include declining municipal services and an onerous employee wage tax.

o     The general trend or the neighborhood appears to be stable.

================================================================================


                                      -14-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       MILLS CORPORATION PROFILE
================================================================================

Company Profile

      The Mills Corporation is a full service Washington, D.C. based retail
developer with a portfolio of approximately 9.0 million square feet. The
company's signature concept, The Mills project, combines anchor and specialty
retail stores from all major categories of value retailers in a fully enclosed
super-regional mall setting. Founded in 1967 as Western Development Corp., the
company focuses primarily on the Mills projects and operates now as the Mills
Corp., which went public in April, 1994. The company also owns and operates
twelve community centers.

      The typical Mills project ranges in size from 1.5 to 1.8 million square
feet of GLA. In aggregate, the four existing projects contain 6,911,000 square
feet with approximately 65 anchor and major stores and nearly 800 specialty
stores. In 1995 the centers produced aggregate sales of approximately $1.5
billion with specialty tenant sales of $294 per square foot. This compares with
$220 per square foot for traditional outlets, $203 per square foot for
super-regional malls and $176 per square foot for regional malls. The average
occupancy for the four projects was 94.1 percent at year end 1995.

      Three additional Mills super-regional/value-oriented malls are presently
underway, including Ontario Mills, Grapevine Mills, and Arizona Mills. In total,
these projects represent an additional 4.7 million square feet of GLA for The
Mills Corporation portfolio. Ground breaking occurred on July 10, 1996 for
Grapevine Mills in Grapevine, Texas (Dallas/Fort Worth) and August 1, 1996 for
Arizona Mills in Tempe, Arizona (Phoenix/Mesa). The grand opening of Ontario
Mills (Los Angeles) was November 14, 1996. The center reportedly had an overall
opening occupancy of 93.0 percent and an average rent of $12.00 to $15.00 per
square foot.

      The Mills projects are comprised of a mix of off-price and outlet stores.
Collectively, they are referred to as value retail centers.

Value Retail Categories

      Value Retail is generally segmented into the following categories:

      o     Manufacturer Factory Outlets are owned and operated by
            manufacturers. The sell merchandise directly to the consumer,
            eliminating mark-ups of the traditional distribution channels. These
            stores feature the same designer names and a major selection from
            each line. Manufacturer outlets in the Mills include Calvin Klein,
            Carter's, London Fog and Jockey.

      o     Department Store Outlets are operated by nationally or regionally
            recognized department store chains traditionally found in regional
            malls. They stock both excess inventory and out-of-season
            merchandise. Their considerable buying strength allows them to
            purchase excess merchandise directly from manufacturers and to pass
            the savings to the consumer in an outlet store format. Department
            store outlets in the Mills constitute anchor and major stores and
            include Saks Off Fifth, Neiman Marcus Last Call, and Nordstrom Rack.

================================================================================


                                      -15-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Mills Corporation Profile
================================================================================

      o     Specialty Retail Store Outlets are operated by nationally or
            regionally known specialty retail chains traditionally found in
            regional malls. These stores are the outlets for excess inventory
            and out-of-season merchandise of specialty retailers and include Ann
            Taylor Loft, Benetton, and The Sharper Image. They sell manufacturer
            overruns, unclaimed orders and off-season items that did not sell in
            department stores.

      o     Off-Price Retailers buy excess inventory from manufacturers of
            brand-name goods and offer these goods at mid to higher-level price
            points. Off-price retailers in the Mills include Payless ShoeSource,
            and Dress Barn.

      o     Catalog Outlets are operated by nationally and regionally recognized
            catalogers which sell at substantial discounts averaging 50 percent
            below full-retail prices. The merchandise sold by these outlets
            consists mainly of end-of-season or the previous season's warehoused
            goods. Catalog outlets in the Mills include ChildCraft, J.C. Penney
            Catalog Outlet, and Spiegel Outlet.

      o     Big Box/Power Stores - superstores and category dominant stores that
            specialize in a line of goods in a large format qualify as value
            retailers today. Their critical mass enables them to offer
            advantageous prices. Toys R' Us was the original category dominant
            operation with its toy superstores, offering a huge selection of
            value priced toys and children's goods. Other category dominant
            stores include Best Buy (home electronics), The Sports Authority
            (sporting goods), Home Depot (hardware, home improvement) and Bed
            Bath & Beyond (bath/bed/linen).

      The Mills Corporation has provided us with a profile of their tenant mix
at the existing Mills projects along with a projection for the composition of
the Ontario project. Provided below is a summary, as of April 1, 1996, of the
tenant breakdown.

================================================================================
                           Mills Specialty Tenant Mix
                                As of April 1996
================================================================================
                                Potomac  Franklin   Sawgrass  Gurnee   Ontario
================================================================================
Manufacturers                     35%       23%       32%       34%       46%
Retail Outlets                    25%       32%       14%       33%       29%
Value/Off Price                   26%       33%       46%       25%        6%
Food                               6%        8%        1%        4%        4%
Service                            6%        3%        7%        2%        1%
Catalogs                           1%        1%        0%        2%        0%
Other                            N/A       N/A       N/A       N/A        14%
- --------------------------------------------------------------------------------
Total                            100%      100%      100%      100%      100%
================================================================================

Competitive Advantages

      Based in part on data provided by the Urban Land Institute, the Mills'
principal advantages and distinctions are:

================================================================================


                                      -16-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Mills Corporation Profile
================================================================================

      o     Value Retail Focus -- Each Mills is tenanted almost exclusively by
            value retailers offering a broad selection of brand-name and other
            quality merchandise. Each Mills offers significant discounts from
            prices charged by the traditional department and specialty store
            tenants of conventional super-regional malls.

      o     Size -- The Mills average size is approximately two-thirds larger
            than a conventional super-regional mall, ranging from approximately
            1.6 to 1.8 million square feet of gross leasable area. Conventional
            super-regional malls average 972,000 square feet of total occupancy
            area.

      o     Market Area -- The Mills typically serve a primary market area of
            approximately 40 miles and a secondary market area of up to 100
            miles. Conventional super-regional malls typically serve a primary
            market of 12 miles and a secondary market of 20 miles.

      o     Number and Size of Anchor and Major Stores -- Each Mills contains
            between 14 and 19 anchor/major stores ranging in size from 20,000 to
            156,000 square feet of gross leasable area. The typical conventional
            super-regional mall includes at least three full-line department
            stores of generally not less than 100,000 square feet of gross
            leasable area each.

      o     Size of Specialty Stores -- Specialty store tenants at the Mills, on
            average, occupy approximately 3,100 square feet of gross leasable
            area, compared to approximately 1,875 square feet of gross leasable
            area at a conventional super-regional mall. This larger store area
            allows specialty stores to sell a broader selection of merchandise
            at a lower cost per square foot, thereby producing higher unit
            volumes with virtually no increase in occupancy cost per unit as
            compared to a typical super-regional mall.

      o     Efficient and Flexible Design -- Approximately 78 percent of the
            total area of each of the Mills is leasable, compared to an average
            of 63 percent for conventional super-regional malls. This design
            results in comparatively lower common area maintenance costs at the
            Mills due to the smaller sized common area. In addition, the single
            story design and physical structure of the Mills afford greater
            flexibility in making configuration changes and expansions than the
            typical multi-level conventional super-regional mall.

Tourism Draw

      Each Mills property has a tourism program, which promotes the Mills in the
travel industry both nationally and internationally, thereby making the Mills a
well-recognized tourist attraction. As a result, the Mills have become
destination shopping points, attracting, on average, over 13,000 bus tours and
hundreds of thousands of individual tourists each year. Potomac Mills, the first
Mills project, is recognized as the top rated tourist attraction in the State of
Virginia. Sawgrass Mills, near Fort Lauderdale, draws more visitors than any
other tourist attraction in the state except for Walt Disney World. According to
the Philadelphia Scarborough Report commissioned by The Philadelphia Inquirer,
Franklin Mills has been the number one shopping center destination in the
greater Delaware Valley since its opening. Based on data supplied by the State
of Illinois, Gurnee Mills (with its approximately 16 million visitors each year)
draws more visitors than the top three Illinois tourist attractions combined.

================================================================================


                                      -17-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Mills Corporation Profile
================================================================================

      A brief profile of each of the four existing projects is presented below.
More detailed financial information particular to each project is contained
within the Income Approach section of this appraisal.

Franklin Mills

      Franklin Mills is located off of Interstate 95 at the intersection of
Woodhaven and Knights Road in Philadelphia, PA. Franklin Mills contains a total
of 1,736,000 square feet with 17 anchor and major tenants and over 200
value-oriented and specialty retailers. The mall opened in 1989. An allocation
of the GLA is shown on the following page.

================================================================================
      Component                                 As Renovated            %
================================================================================
      Anchors                                      420,966             24%
- --------------------------------------------------------------------------------
      Majors                                       352,560             20%
- --------------------------------------------------------------------------------
      Specialty Stores                             602,379             35%
- --------------------------------------------------------------------------------
      Total Owned                                1,375,905             79%
- --------------------------------------------------------------------------------
      Non - Owned                                  360,972             21%
- --------------------------------------------------------------------------------
      Total GLA                                  1,736,877            100%
================================================================================

      Major tenants include Spiegel, JC Penney, Burlington Coat Factory; Bed
Bath & Beyond, Saks Off Fifth; Filene's Basement, Last Call from Neiman Marcus;
Marshalls; Nordstrom Rack and Ports of the World (Boscovs). Franklin Mills is
going through a major construction and remerchandising effort that will bring a
new 14 screen movie theatre to the mall, plus a specialty restaurant (Rain
Forest Cafe), as well as add major specialty stores such as the GAP, Talbots and
Polo.

      A profile of the mall's demographics is shown below.

================================================================================
                                 Franklin Mills
                               Demographic Profile
================================================================================
                             10 Mile       20 Mile       30 Mile       40 Mile
================================================================================
Population                  1,179,154     3,607,676     4,763,994     6,072,609
- --------------------------------------------------------------------------------
Average HH Income          $   49,656    $   50,273    $   52,863    $   54,333
- --------------------------------------------------------------------------------
% of HH with Income
over $40,000                       51%           49%           52%           54%
- --------------------------------------------------------------------------------
Five Year Growth
HH Income 1990-95                  17%           18%           18%           19%
================================================================================
Source: Urban Decision Systems 3/95
================================================================================

================================================================================


                                      -18-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Mills Corporation Profile
================================================================================

Potomac Mills

      Potomac Mills is located at Exit 156 off of Interstate 95 in Woodbridge,
Virginia, a suburb of Washington, D.C. Potomac contains 1,655,000 square feet of
total GLA featuring five anchors, several major tenants and over 200
value-oriented and specialty retailers. It has been built in three phases
between 1985 and 1993. An allocation of the GLA is shown below.

================================================================================
   Component                           GLA                         Percentage
================================================================================
    Anchors                           588,000                          36%
- --------------------------------------------------------------------------------
    Majors                            337,000                          20%
- --------------------------------------------------------------------------------
Specialty Stores                      650,000                          39%
- --------------------------------------------------------------------------------
   Non-Owned                           80,000                           5%
- --------------------------------------------------------------------------------
     Total                          1,655,000                         100%
================================================================================

      Major tenants include Burlington Coat Factory; Saks Off Fifth; IKEA; JC
Penney Outlet Store; Marshalls; Nordstrom Rack; Spiegel Outlet Store; The Sports
Authority and Waccamaw Pottery. Among The Mills projects, Potomac Mills ranks
second in aggregate sales, as well as average sales per square foot ($240/SF).
Mall shops report average sales of $308 per square foot, while anchors are $197
per foot.

      A profile of the mall's demographics is shown below.

================================================================================
                                  Potomac Mills
                               Demographic Profile
================================================================================
                             10 Mile       20 Mile       30 Mile       40 Mile
================================================================================
Population                    278,956     1,394,541     3,069,540     4,154,066
Average HH Income          $   68,644    $   68,670    $   67,203    $   66,342
- --------------------------------------------------------------------------------
% of HH with Income
over $40,000                       74%           70%           64%           65%
- --------------------------------------------------------------------------------
Five Year Growth
HH Income 1990-95                  16%           16%           18%           17%
================================================================================
Source: Urban Decision Systems 3/95
================================================================================

Gurnee Mills

      Gurnee Mills is located at the intersection of Interstate 94 and Route 132
in Lake County, IL, midway between Chicago and Milwaukee. Gurnee Mills opened in
August, 1991. It contains 1,752,000 square feet with 11 anchors and 230
specialty shops. An allocation of the GLA is shown below.

================================================================================
   Component                           GLA                         Percentage
================================================================================
    Anchors                           663,000                          38%
- --------------------------------------------------------------------------------
    Majors                            240,000                          14%
- --------------------------------------------------------------------------------
Specialty Stores                      639,000                          37%
- --------------------------------------------------------------------------------
   Non-Owned                          210,000                          12%
- --------------------------------------------------------------------------------
     Total                          1,752,000                         100%
================================================================================

      Mall shops average about $246 per square foot, while anchors average $193
per foot. The overall average rental rate at Gurnee is approximately $12.13 per
square foot, with mall shops averaging $22.38 and anchors averaging $5.90 per
square foot. A profile of the mall's demographics is shown on the following
page.

================================================================================


                                      -19-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Mills Corporation Profile
================================================================================

================================================================================
                                  Gurnee Mills
                               Demographic Profile
================================================================================
                              10 Mile      20 Mile       30 Mile       40 Mile
================================================================================
Population                    340,737     1,026,399     2,562,724     5,240,830
- --------------------------------------------------------------------------------
Average HH Income            $ 55,650    $   68,803    $   63,027    $   55,701
- --------------------------------------------------------------------------------
% of HH with Income
over $40,000                       59%           61%           59%           53%
- --------------------------------------------------------------------------------
Five Year Growth
HH Income 1990-95                  15%           16%           15%           15%
================================================================================
Source: Urban Decision Systems 3/95
================================================================================

Sawgrass Mills

      Sawgrass Mills was constructed in late 1990 in Sunrise, FL, approximately
11 miles west of Ft. Lauderdale and a thirty minute drive from Miami. The
1,743,000 square foot center has 16 anchors/major tenants and
200+/-value-oriented and specialty retailers. An allocation of the GLA is shown
below.

================================================================================
   Component                            GLA                            GLA
================================================================================
    Anchors                           657,000                          38%
- --------------------------------------------------------------------------------
    Majors                            268,000                          15%
- --------------------------------------------------------------------------------
Specialty Stores                      590,000                          34%
- --------------------------------------------------------------------------------
   Non-Owned                          228,000                          13%
- --------------------------------------------------------------------------------
     Total                          1,743,000 *                       100%
- --------------------------------------------------------------------------------
Excludes 1995/96 expansion of 150,000 S.F.
================================================================================

      Sawgrass Mills is by far the most productive of The Mills properties.
Anchored by Burlington Coat, JC Penney Outlet, Marshalls, Target, Brandsmart,
Spiegel, Bed Bath & Beyond, and Waccamaw, the center reports aggregate sales of
$604.2 million ($335/SF). Mall shops show average sales of $403 per square foot,
with anchors at $293. Anchor tenant rents average $7.49 per square foot, while
mall shops average $18.99. The overall average rent for the center is reported
to be $11.67 per square foot.

      A profile of the mall's demographics is shown below.

                                 Sawgrass Mills
                               Demographic Profile
================================================================================
                              10 Mile      20 Mile       30 Mile       40 Mile
================================================================================
Population                    750,525     2,107,274     3,265,813     4,005,298
- --------------------------------------------------------------------------------
Average HH Income            $ 46,549    $   46,311    $   44,701    $   46,311
- --------------------------------------------------------------------------------
% of HH with Income
over $40,000                       46%           43%           40%           42%
- --------------------------------------------------------------------------------
Five Year Growth
HH Income 1990-95                  16%           14%           15%           14%
================================================================================
Source: Urban Decision Systems 3/95
================================================================================

================================================================================


                                      -20-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Mills Corporation Profile
================================================================================

Proposed/Under Construction

      As noted, 3 new Mills projects are currently underway. Ground has been
recently broken on Arizona Mills (Tempe, Arizona) and Grapevine Mills
(Dallas/Fort Worth, Texas). Each of these new projects are being developed as a
newly formed joint venture with Simon Property Group. An affiliation was also
formed with Taubman Realty Group and Grossman Company Properties on the Arizona
project.

      Grapevine Mills will be a 1,490,001 square foot project, with 593,120
square feet of specialty shops and food court. Anchors will include Off
Fifth-Saks Fifth Avenue, Burlington Coat, Bed Bath & Beyond, GroupUSA, Rain
Forest Cafe, and 16 other major tenants. Rental rates for mall shops range from
$15.00 to $45.00 per square foot, with an overall average of about $24.00.
Anchor leases range from $5.50-$20.00 per square foot, with an average of $9.75.
Opening is slated for November 1997.

      Ontario Mills, the company's fifth project, opened its doors in November
1996, with a total GLA of about 1.6 million square feet and 19 anchor stores, 13
of which were leased at opening. The project has a "Racetrack" design and an
entertainment component that is a new concept for a Mills. The property opened
with an overall occupancy of 93.0 percent and an average rental rate of $12.00
to $15.00 per square foot for all tenants. Mall shop rents average about $22.00
to $23.00 per square foot and opened at 87.0 percent. Anchor stores show average
rental rates ranging from $5.00 to $18.00 per square foot, with an overall
average of $8.45. The $190.0 million project created some 2,500 construction
jobs and another 5,000 permanent jobs at completion. Sales at Ontario Mills are
expected to reach at least $250 per square foot in the first year, with mall
shops performing at $275 to $280 per square foot in year three.

      Future projects have been announced for Orange, California (The City
Mills) and Carlstadt, New Jersey (Meadowlands Mills).

Sales Levels

      We have been provided with detailed sales reports for existing Mills
projects. The chart on the following page summarizes the performance of each for
calendar year 1995.

<TABLE>
<CAPTION>
=============================================================================================================
                                                MILLS PROJECTS
                                          1995 Sales Results ($000)
=============================================================================================================
                     Franklin Mills           Gurnee Mills           Potomac Mills          Sawgrass Mills
- -------------------------------------------------------------------------------------------------------------
                                  Unit                    Unit                   Unit                    Unit
                                  Rate                    Rate                   Rate                    Rate
                     Sales        (SF)       Sales        (SF)       Sales       (SF)       Sales        (SF)
=============================================================================================================
<S>               <C>             <C>     <C>             <C>     <C>            <C>     <C>             <C> 
Specialty Shops   $123,124,200    $232    $154,430,127    $246    $180,841,225   $308    $276,575,504    $403
Anchors/Majors*   $161,484,426    $175    $ 90,263,682    $142    $177,676,181   $197    $327,657,475    $293
- -------------------------------------------------------------------------------------------------------------
  Total Sales     $284,608,622    $196    $244,693,809    $193    $358,517,406   $240    $604,232,979    $335
  Shops Ratio             45.6%                     63%                    50%                     46%
=============================================================================================================
* Includes Entertainment Shops.
=============================================================================================================
</TABLE>

================================================================================


                                      -21-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Mills Corporation Profile
================================================================================

      From the above we see that Sawgrass Mills is by far the most productive of
the Mills projects. Specialty shop sales were $276.6 million in 1995, equivalent
to $403 per square foot. Shops sales at the other projects range from $232 per
square foot at Franklin Mills to $308 per square foot at Potomac Mills. Mall
shop sales account for approximately 45 percent to 63 percent of total center
sales.

      It is expected that sales at Ontario Mills should equal at least $250 per
square foot in its first year. By year three, sales should increase by 10 to 12
percent to $275 to $280 per square foot.

      Provided in the following section is a discussion of the manufacturers
outlet segment of the industry, followed by a trade area analysis discussion.

================================================================================


                                      -22-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                           MANUFACTURER'S OUTLET MARKET ANALYSIS
================================================================================

Introduction

      Outlet centers are a highly specialized type of retail development having
tenant, consumer and market area characteristics different from conventional
shopping centers. Manufacturer's outlet centers must also be differentiated from
"off-price" shopping centers. Off-price stores are retailers who sell name brand
irregular and overrun goods from a variety of manufacturers at discount prices,
while outlet stores are owned and operated by the manufacturers to sell their
own irregular and overrun goods.

      Dollars and Cents of Off-Price Shopping Centers, previously published by
the Urban Land Institute in 1986, provides the following definitions:

      "...an off-price shopping center is defined as a shopping center with
      multiple tenants, the majority of which (50 percent or more) sell name
      brand goods at 20 to 60 percent off "retail" prices. This center type may
      include factory outlet stores as part of its non off-price tenantry."

      "...the outlet center... is a shopping center with multiple tenants, the
      majority of which (50 percent or more) are factory outlet stores. A
      factory outlet store is defined as one that functions as a direct outlet
      for one or more manufacturers. An outlet center may include off-price
      stores as part of its non-outlet store tenancy. A further distinction
      between off-price and outlet centers is the outlet center serves an extra
      regional market area, while the off-price center tends to serve a
      community/regional market."

      Manufacturer's outlet stores will generally locate only in outlet centers.
Since existing conventional shopping centers in the surrounding area are
typically not in direct competition for outlet tenants, rents in the outlet
centers often bear little relation to rents in nearby conventional shopping
centers.

      Outlet stores began as shops attached to the manufacturing plant, which
offered irregular and overstocked goods at discount prices. Cities with a
concentration of these factory stores, most notably Reading, Pennsylvania,
attracted a large clientele drawn from a wide surrounding area. Additional
manufacturers began to open stores which were not directly attached to their
factories in order to benefit from this consumer traffic. Currently, cities such
as Reading; Flemington and Secaucus, New Jersey; and Freeport and Kittery, Maine
have developed into destination shopping areas based upon their outlet stores.

      With the success of the outlet format, outlet centers have been developed
in areas far removed from manufacturing facilities. Historically, the centers
had generally been placed adjacent to major interstate highways, well removed
from major cities to avoid direct competition with the retailers who carry the
manufacturers' products. Typically, these outlet centers attract customers who
are passing through on the highway, as well as serving as day trip destinations
for bargain hunting shoppers. Based upon this draw, it is common for major
outlet shopping centers to have trade areas extending from 50 to 70 miles, and
even more in some instances.

================================================================================


                                      -23-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                           Manufacturer's Outlet Market Analysis
================================================================================

      Most manufacturer's outlet centers typically do not have anchor tenants in
a traditional sense, but rather depend on a wide variety of well known, high
quality manufacturers to draw customers and additional tenants. The exception to
this trend is Vanity Fair (VF), Saks and Spiegel, which are anchor tenants for
several outlet centers. Vanity Fair often takes stores ranging in size from
20,000 to 30,000 square feet; Saks typically requires 15,000 square feet and
Spiegel usually occupies stores with 30,000 square feet.

      A large number of the outlet centers are oriented toward well-educated,
upper-middle class consumers who desire top quality name brand goods at
discounted prices. This is differentiated from the focus of typical discount
department stores toward attracting predominantly middle class shoppers who are
generally less quality oriented. However, with the proliferation of outlet
stores, some developers have targeted more moderate price outlet tenants. Even
so, the emphasis on all outlet tenants is a "discount" from normal retail prices
on recognized brands.

Market Trends - Outlet REITs

      During the past two years, the outlet marketplace has been significantly
impacted by the tremendous growth in real estate investment trusts (REITs). In
the late 1980's and early 1990's, problems in the financial markets resulted in
the lack of available financing for factory outlet centers. Development of
outlet centers declined and lending became a major issue in the industry. As a
result, a number of large REITs were formed for the purpose of developing,
acquiring and operating outlet center properties. These REITs have been put
together by some of the larger outlet center developers and they have raised
over $1.15 billion in capital. A summary of the outlet center REITs initial
public offerings is included in the following table.

================================================================================
                                  OUTLET REITs
================================================================================
                                                        Offer         Dollar
      Company                                           Date          Amount
================================================================================
Tanger Factory Outlet Centers                            5/93     $   92,300,000
- --------------------------------------------------------------------------------
Factory Stores of America(2)                             6/93        140,200,000
- --------------------------------------------------------------------------------
McArthur/Glen Realty (1)                                10/93        212,100,000
- --------------------------------------------------------------------------------
Chelsea GCA Realty                                      10/93        254,100,000
- --------------------------------------------------------------------------------
Horizon Outlet Centers(1)                               11/93        201,600,000
- --------------------------------------------------------------------------------
Prime Retail                                             3/94        250,000,000
================================================================================
Total                                                             $1,150,300,000
================================================================================
(1)   McArthur/Glen Realty and Horizon REITs merged in July 1995 to form Horizon
      Realty Inc.

(2)   Merged with Charter Oak during late 1995
================================================================================

      While a large portion of the capital raised through REIT offerings was
used to retire debt and buy out equity partners, another large portion of the
capital has gone to fund new acquisitions and development. As such, funds for
new development have become more readily available and investment demand for
well-located product has increased.

================================================================================


                                      -24-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                           Manufacturer's Outlet Market Analysis
================================================================================

      Because of the large influx of REIT investors, there are several
aggressive buyers currently in the market. These buyers have shown a preference
for properties that have high cash returns and creditworthy tenants. General
risks include the concern the "herd" of manufacturers will, at some point,
decide to refocus on their core design/manufacturing business and close their
outlet operations. Finally, there is the risk that shoppers will tire of outlet
shopping and decide they can find as much value shopping sales at the local
regional mall or power center. These risks are offset by the generally good to
excellent results shown by well-designed centers in good locations around the
country. By any measure, the power of the outlet REIT in the industry is
measurable.

      According to a September 1995 article in Value Retail News, as of year-end
1994, the previously detailed REITs controlled 39 percent of all outlet centers
and 45 percent of the industry's total square footage. After accounting for the
Factory Outlet/Charter Oak merger, the figures increase to 42 percent and 50
percent, respectively. Going forward, REIT executives plan to fuel their
expansions plans by increasing the outlets' share of total retail sales.
Expansion plans for the five major REITs were revealed to Value Retail News
recently and are summarized in the following table.

<TABLE>
<CAPTION>
=======================================================================================================
                                              OUTLET REITs
                                 CURRENT INVENTORY AND EXPANSION PLANS
=======================================================================================================
                                                Current
                                               Inventory
      Company                      -----------------------------------        Expansion Plans
                                   Number of Centers    SF in Millions
=======================================================================================================
<S>                                       <C>                 <C>         <C>
Tanger Factory Outlet Centers             26                  3.6         One center planned for 1996
- -------------------------------------------------------------------------------------------------------
Factory Stores of America                 51                  8.0         Nothing planned for 1996
- -------------------------------------------------------------------------------------------------------
Horizon Realty Inc.                       35                  8.4         Two centers planned for 1996
- -------------------------------------------------------------------------------------------------------
Chelsea GCA Realty                        17                  3.0         Two centers planned for 1996
- -------------------------------------------------------------------------------------------------------
Prime Retail                              17                  3.1         Five centers planned for 1996
=======================================================================================================
Source: Value Retail News
=======================================================================================================
</TABLE>

Inventory

      Outlet centers generally range in size from 60,000 to 200,000 square feet,
with some centers being opened at even greater sizes. During 1993, a total of 32
outlet centers opened, bringing the industry's project count to 294 and a gross
leasable area to nearly 40.0 million square feet. Across the country, only six
more projects opened in 1993 than 1992, but the average GLA nearly doubled
compared to the previous year. As a result, there was a dramatic increase in the
average center size in 1993. Average center size in 1993 was 133,967, compared
to an average center size in 1992 of 85,094 square feet.

================================================================================


                                      -25-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                           Manufacturer's Outlet Market Analysis
================================================================================

      Fueled by the REITs investment, outlet center development during 1994
surpassed the 300-center benchmark, with a total GLA in excess of 44.0 million
square feet. Industry growth during 1994 was impressive, posting the
second-highest opening performance in four years. Only pure outlet centers have
been included in the statistics; projects with less than 50 percent outlet
tenants, such as Mill's megamalls, are excluded. During 1994, 27 new centers
came on-line, bringing the nation's total to 311, a net increase of 17 centers
after accounting for closures. The average center size in 1994 was 148,176
square feet, a 10.6 percent increase from 1993. Of the 27 outlet centers opened
during 1994, seven centers, or 25.9 percent, were in excess of 200,000 square
feet.

      Although only 23 new outlet projects opened in 1995, the average GLA was
170,857 square feet, a 15.3 percent increase over the average size of 1994's new
projects (148,176 square feet). And although the number of new center openings
was the lowest since VRN began tracking the data in 1988, total new phase I GLA
for 1995 was 3.93 million square feet, only 1.75 percent below 1994's 4.00
million square feet. Ten of the 23 projects were opened by the five outlet
center REIT's. Those ten total 55 percent of the year's new GLA. Horizon Realty
led the way with four new centers totaling 715,784 square feet. Prime followed
with 3 new centers totaling 683,000 square feet. Among the 11 independent
developers opening new centers, Charter Oak Partners was number one with three
projects totaling 578,331 square feet.

      The following chart summarizes the number of new centers, total GLA and
average GLA of the new centers developed between 1992 through 1995.

================================================================================
                    OUTLET CENTER-NEW CONSTRUCTION STATISTICS
================================================================================
                            Total GLA         %
  Year      New Centers     (millions)      Change     Average GLA      % Change
================================================================================
  1992          26             2.21           --          85,094            --
- --------------------------------------------------------------------------------
  1993          32             4.29         +94.1%       133,967          57.4%
- --------------------------------------------------------------------------------
  1994          27             4.00        - 6.76        148,176          10.6%
- --------------------------------------------------------------------------------
  1995          23             3.93        - 1.75%       170,857          15.3%
- --------------------------------------------------------------------------------
  CAGR        -4.0%          +21.15%                      +26.16%
1992-95
================================================================================
Source: Value Retail News
================================================================================

      While the number of centers being built per year has declined at an annual
compound growth rate of 4.0 percent, the Total GLA and Average GLA have both
increased from 1992 to 1995 at rates of 21.15 percent and 26.16 percent
respectively. Without question, outlet centers continue to be larger than in
previous years.

      The following chart tracks industry-wide statistics from 1987 through
1995. The statistics include the number of new centers constructed per year, the
total number of centers industry-wide (with adjustments for centers closed
during the year), and the industry-wide GLA.

================================================================================


                                      -26-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                           Manufacturer's Outlet Market Analysis
================================================================================

================================================================================
                        New Outlet Centers and Total GLA
                                    1987-1995
                          (in millions of square feet)
================================================================================
               New            Total Centers
Year         Centers        (Net of Closings)        Total GLA          % Change
================================================================================
1987            --                 108                 13.9                --
- --------------------------------------------------------------------------------
1988            34                 142                 18.3              +31.7%
- --------------------------------------------------------------------------------
1989            41                 183                 22.4              +22.4%
- --------------------------------------------------------------------------------
1990            39                 222                 28.1              +25.4%
- --------------------------------------------------------------------------------
1991            27                 249                 32.1              +14.2%
- --------------------------------------------------------------------------------
1992            26                 275                 35.1              + 9.3%
- --------------------------------------------------------------------------------
1993            32                 294                 39.3              +12.0%
- --------------------------------------------------------------------------------
1994            27                 311                 44.4              +13.0%
- --------------------------------------------------------------------------------
1995            23                 324                 50.1*             +12.8%
- --------------------------------------------------------------------------------
  Compound Annual
    Growth Rate                   14.7%                17.4%
================================================================================
* This is a preliminary figure as of 4/96
================================================================================
Source:  Value Retail News, Outlet Industry Benchmarks
================================================================================

      From 1988 to 1995, the total number of outlet centers nationwide has grown
from 108 to 324, an increase of 200 percent. Likewise, the total outlet center
GLA nationwide has grown from 13.9 million in 1988 to 50.1 million currently, an
increase of 260 percent. This verifies that the centers being constructed today
are larger than they have been in the past. The growth of this industry has been
enormous, and projections for 1996 do not show a reversal of this trend.

      In 1996, Value Retail News reports that 65 outlet centers are projected to
open nationwide in 1996, with a total GLA of 11.5 million. It is anticipated
that one third of the proposed centers will be actually developed, which would
yield similar results to 1995. These indicators provide good support for the
industry in general.

Geographic Distribution of New Development

      The Midwest and Southwest were the most popular areas for new outlet
center development during 1993 and 1994. In 1995, the southeast experienced the
most activity, followed by the northeast and southwest. Over the past three
years, more outlet centers were developed in the southwest than any other region
of the country. The midwest ranks second followed by the southeast and the
northeast. The northeast and northwest have experienced the smallest amount of
outlet center development over the past three years. New outlet center
development during 1993 and 1994, by geographic region, is summarized in the
following table.

================================================================================


                                      -27-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                           Manufacturer's Outlet Market Analysis
================================================================================

<TABLE>
<CAPTION>
====================================================================================================================================
                                         U.S. Outlet Center Development by Geographic Region
                                                             1993 - 1995
====================================================================================================================================
               Projects                    Projects                       Projects 
                Opened         % of         Opened          % of           Opened          % of           Total           % of
Region          in 1993        total        in 1994         total          in 1995         total         1993-95          Total
====================================================================================================================================
<S>                <C>          <C>            <C>          <C>              <C>           <C>              <C>            <C> 
  NE               3            9.4            5            18.5             5             21.7             13             15.9
- ------------------------------------------------------------------------------------------------------------------------------------
  MW              10           31.2            6            22.2             4             17.4             20             24.4
- ------------------------------------------------------------------------------------------------------------------------------------
  SE               3            9.4            4            14.8             8             34.8             15             18.3
- ------------------------------------------------------------------------------------------------------------------------------------
  SW               8           25.0           10            37.0             5             21.7             23             28.0
- ------------------------------------------------------------------------------------------------------------------------------------
  NW               8           25.0            2             7.4             1              4.4             11             13.4
====================================================================================================================================
Totals            32          100.0           27           100.0            23            100.0             82            100.0
====================================================================================================================================
</TABLE>

Demand for New Development

      According to Value Retail News, for the second year in a row, New Jersey
was ranked first on the VRN Outlet Opportunity Index. The index calculates a
state's potential outlet center demand by considering the 1995 population,
geographic size and existing outlet GLA. After two years at the top of the list,
New Jersey has attracted substantial attention from developers. As of September
1995, two megamalls and five outlet centers, totaling 3.0 million square feet,
are in the planning stages statewide. The top ten states, as rated by the VRN
Outlet Opportunity Index, are summarized in the table on the following page.

================================================================================
                          VRN OUTLET OPPORTUNITY INDEX
================================================================================
                                   Population           Outlet Center
 Rank             State          (in millions)               SF           Index
================================================================================
  1            New Jersey              7.9                  0.84           751
  2            Connecticut             3.3                  0.28           602
  3           Massachusetts            6.0                  0.64           538
  4             Maryland               5.0                  0.55           349
  5               Ohio                11.0                  1.00           222
  6             New York              18.2                  2.50           210
  7             Illinois              11.7                  0.88           210
  8            Mississippi             2.6                  0.07           154
  9            California             31.2                  4.20           111
 10             Virginia               6.5                  0.92            87
================================================================================

      According to William Haueisen, president of Sterling Research, the index
favors heavily populated, geographically small states. For example, while
California has more outlet GLA (4.2 million SF) than any other state, New
Hampshire and Maine have the highest outlet center GLA per capita. Therefore,
according to the index, these two states offer few opportunities for outlet
center developers. Mr. Haueisen further cautioned that the index should be used
as a general guideline because a number of other important factors, such as
tourism and outlet center GLA in adjacent states, are not reflected.

================================================================================


                                      -28-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                           Manufacturer's Outlet Market Analysis
================================================================================

Average Base Rental Rates

      With the exception of 1991, average base rental rates in outlet centers
have increased steadily since 1989. According to the survey published by Value
Retail News, average base rental rates increased 4.1 percent, to $13.67 per
square foot in 1994. The reported median figure was $14.00 per square foot.
Among the 111 chains reporting rental information, approximately 85 percent
reported base rental averages between $11.00 and $20.00 per square foot, on a
net basis. A summary of historical average base rental rates since 1986 is
included in the following table.

================================================================================
                        AVERAGE BASE RENTAL RATES PER SF
================================================================================
                                   Base Rent                   Percent
       Year                         per SF                     Change
================================================================================
       1986                        $ 8.93/SF                     ---
       1987                        $10.46/SF                   17.13%
       1988                        $10.69/SF                    2.20%
       1989                        $10.57/SF                   (1.12%)
       1990                        $12.01/SF                   13.62%
       1991                        $11.99/SF                   (0.17%)
       1992                        $12.24/SF                    2.09%
       1993                        $13.13/SF                    7.27%
       1994                        $13.67/SF                    4.11%
================================================================================
Average Annual Increase                                         5.47%
================================================================================

Average Gross Rental Rates

      In addition to base rental rates, the majority of outlet center leases
include percentage rent clauses and require tenants to reimburse the landlord
for marketing fund expenditures and the majority of the center's operating
expenses. With respect to percentage rent clauses, the average breakpoints
according to the Value Retail News survey were $211 per square foot in 1991,
$236 per square foot in 1992, $261 per square foot in 1993 and $273 per square
foot in 1994. The 4.6 percent increase in the average breakpoint from 1993 to
1994 was most likely the result of contractual rental escalations for existing
leases. Outlet retailers' average percentage rent as a percent of sales has
decreased from 3.83 percent in 1992 to 3.68 percent in 1994.

      The average marketing costs in outlet centers increased from $1.65 per
square foot in 1993 to $1.90 per square foot in 1994. According to Value Retail
News, the average for 1994 represents a 9.94 percent compound average annual
increase over the 1991 figure of $1.43 per square foot. Typically, outlet
retailers will expect to contribute anywhere from $1.50 to $2.50 per square foot
to a marketing pool. Outlet retailers reported a 4.69 percent increase in CAM
costs from 1993 to 1994. As of year-end 1994, CAM costs averaged $2.90 per
square foot, as compared to $2.77 per square foot in 1993 and $2.31 per square
foot in 1992.

      According to the survey, average gross rents increased 2.8 percent to
$19.80 per square foot in 1994. The reported median figure was $19.00 per square
foot. Among the 46 chains reporting gross rental information, more than 60
percent reported gross rental averages between $18.00 and $22.00 per square
foot. A summary of historical average gross rental rates since 1992 is included
in the following table.

================================================================================


                                      -29-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                           Manufacturer's Outlet Market Analysis
================================================================================

================================================================================
                        AVERAGE GROSS RENTAL RATES PER SF
================================================================================
                                Base Rent                Percent
            Year                 per SF                  Change
================================================================================
            1992                $15.93/SF                  --
            1993                $19.25/SF                20.84%
            1994                $19.80/SF                 2.86%
================================================================================

Outlet Center Sales

      As consumers became increasingly value conscious, the outlet segment
emerged as a significant industry group. According to estimates prepared by
Value Retail News, total outlet industry sales totaled $11.4 billion in 1994, up
15.1 percent from $9.9 million in 1993. However, the significant increase in
outlet center sales was primarily fueled by the 1,074 new stores opened during
the year. Aggressive pricing by department stores resulted in stagnant sales for
many existing outlet center tenants. According to the Value Retail News
Comp-store Index, outlet centers posted only a 0.20 percent increase in
comparable store sales for year-end 1994. Data through October 1995 indicates
that outlet centers have been affected by the general malaise in the national
retail market. According to information compiled from 37 retailers, representing
1,454 units, year-to-date October 1995 comparable store sales were down 3.51
percent. Despite the decrease in comparable store sales, the popularity of
outlet centers continues to produce dramatic increases in average sales per
square foot. Average outlet center sales per square foot have increased at a
compound average annual rate of 4.45 percent since 1988. Average outlet sales
per square foot from 1988 to 1994 are summarized in the following table. The
percent distribution of reporting outlet center chains on a per square foot
basis is graphically presented below.

================================================================================
                       AVERAGE OUTLET CENTER SALES PER SF
      Year                              Sales/SF                  % Change
================================================================================
      1988                                $211                       7.7%
      1989                                $233                      10.4%
      1990                                $235                       0.9%
      1991                                $242                       3.0%
      1992                                $240                      (0.8%)
      1993                                $257                       7.1%
      1994                                $274                       6.6%
- --------------------------------------------------------------------------------
      Compound Annual Growth                                        4.45%
================================================================================

      Confidential gross sales information in our files for outlet centers
nationwide indicate typical average sales in the $225 to $300 per square foot
range for the overall center, with many of the individual outlet stores having
gross sales in the $300 to $400 per square foot range.

================================================================================


                                      -30-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                           Manufacturer's Outlet Market Analysis
================================================================================

      A more recent survey, prepared by the International Council of Shopping
Centers, which focused on sales at 90 outlet centers during the Fourth Quarter
1995, with the balance of the report on sales at 133 centers during the First
Quarter 1996, reflects sales for factory outlet centers at $225 per square foot,
for the year-end December 31, 1995. The 90 participating centers generated total
sales of about $3.3 billion, an 18.0 percent increase over sales in 1994.
However, since gross leasable area (GLA) at the centers grew at an uneven faster
clip than sales in each quarter, the $220 sales per square foot figure
represented a 3.0 percent decline from the level in 1994.

<TABLE>
<CAPTION>
====================================================================================================================================
                                          SPACE ALLOCATION AND SALES PSF IN OUTLET CENTERS,
                                              BY KEY STORE TYPE, FOURTH QUARTER, 1995;
                                                 12 MONTHS ENDED DECEMBER 31, 1995;
                                       FIRST QUARTER, 1996; AND 12 MONTHS ENDED MARCH 31, 1996
====================================================================================================================================
                                                                 Rolling 4                                     Rolling 4
      United States                     4th Quarter, 1995        Quarters(1)         1st Quarter, 1996         Quarters(2)
- ------------------------------------------------------------------------------------------------------------------------------------
                                    % of     Sales/SF    %     Sales/SF  % Chng.   % of   Sales/SF    %      Sales/SF  % Chng.
                                    Total               Chng              Prior    Total             Chng               Prior  
                                    Space              Yr. Ago             Yr      Space            Yr. Ago              Yr   
====================================================================================================================================
<S>                                  <C>      <C>       <C>     <C>       <C>      <C>      <C>       <C>      <C>       <C> 
Apparel & Accessories
  Women's Apparel                    20.1%    $  58    -7.9%    $ 215    -7.4%     18.3%    $  39    -4.8%     $ 209    -6.0%
  Men's Apparel                       6.7%    $  66    -7.6%    $ 218    -7.3%      6.4%    $  36    -0.5%     $ 210    -3.0%
  Children's Apparel                  4.0%    $  53    -4.5%    $ 186    -5.5%      3.3%    $  35    -2.3%     $ 183    -0.7%
  Family Apparel                     24.5%    $  73    -0.8%    $ 241    -3.6%     28.0%    $  38      2.1%    $ 218    -0.7%
  Women's Shoes                       2.5%    $  59    -0.3%    $ 229    -0.3%      2.2%    $  50    -8.6%     $ 233      3.1%
  Men's Shoes                         0.7%    $  52    -0.3%    $ 187    -3.8%      0.7%    $  34     10.0%    $ 174    -7.6%
  Family Shoes                        5.6%    $  70    -0.2%    $ 264    -3.6%      6.6%    $  43      0.3%    $ 233    -1.7%
  Shoes Miscellaneous                 3.4%    $  91      6.1%   $ 377    -2.4%      3.4%    $  66      4.7%    $ 349    -0.5%
  Apparel & Accessories               1.3%    $  60    -4.6%    $ 192    -5.9%      1.2%    $  32    -2.4%     $ 182    -4.7%
Subtotal                             68.9%    $  66    -2.9%    $ 234    -4.7%     70.0%    $  40      0.0%    $ 220    -2.2%

Home Furnishings
  Home Ent & Electronics              2.0%    $ 127     19.5%   $ 353     31.9%     2.3%    $  58      8.7%    $ 348     23.7%
  Home Furnishings                    6.8%    $  46    -2.7%    $ 141    -3.6%      7.5%    $  22    -1.8%     $ 129    -2.2%
  Tabletop                            8.3%    $  59    -2.0%    $ 174    -3.9%      8.1%    $  31    -3.3%     $ 167    -4.4%
Subtotal                             17.1%    $  61      3.0%   $ 183      3.6%    17.9%    $  31      0.8%    $ 175      3.0%

Other GAFO Stores
  Luggage & Leather Goods             3.2%    $  73      0.5%   $ 244      0.7%     3.0%    $  42      6.1%    $ 240      2.5%
  Jewelry                             2.0%    $  91      2.6%   $ 262    -0.1%      2.1%    $  41      2.2%    $ 258      4.8%
Subtotal                              5.2%    $  80      2.2%   $ 251      0.7%     5.1%    $  42      4.5%    $ 247      3.6%

Food Service
  Fast Food                           1.8%    $  77    -5.1%    $ 258    -9.0%      1.3%    $  47    -15.5%    $ 264    -9.1%

All Other
  All Other Outlet Stores             5.0%    $  54    -1.9%    $ 153      0.1%     5.0%    $  29    -7.2%     $ 155    -3.8%
  All Non-Outlet Stores               2.0%    $  50    -23.4%   $ 164    -18.4%     0.5%    $  33     10.1%    $ 164    -19.3%

- ------------------------------------------------------------------------------------------------------------------------------------
Subtotal                              7.0%    $  53    -7.2%    $ 155    -2.4%      5.5%    $  30    -7.2%     $ 157    -5.3%
- ------------------------------------------------------------------------------------------------------------------------------------
GRAND TOTAL                         100.0%    $  66    -1.9%    $ 220    -3.0%    100.0%    $  38    -0.2%     $ 210    -1.3%
- ------------------------------------------------------------------------------------------------------------------------------------
(1)   Rolling 4 Quarters:  Quarters 1 through 4 of 1995 compared with Quarters 1 through 4 of 1994.

(2)   Rolling 4 Quarters:  Quarters 2 of 1995 through Quarter 1 of 1996 compared with Quarter 2 of 1994 through Quarter 1 of 1995.
====================================================================================================================================
</TABLE>

================================================================================


                                      -31-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                           Manufacturer's Outlet Market Analysis
================================================================================

      According to the above survey, conducted by the International Council of
Shopping Centers, the leading merchandise categories by sales per square foot
were miscellaneous shoes, at $377.00 per square foot, followed by home
entertainment and electronics at $353.00 per square foot, family shoes at
$264.00 per square foot, and jewelry at $262.00 per square foot. Regarding home
entertainment and electronics, sales per square foot significantly increased by
31.9 percent in 1995 over the previous year. The categories which saw a decline
in sales from 1994 to 1995 were women's apparel at 7.4 percent, men's apparel at
7.3 percent and family apparel, which is the largest segment of the index, at
3.6 percent. However, retail sales data for January and February of 1996
indicate a possible turnaround in consumer demand for apparel that may soon
translate into higher outlet center sales. The International Council of Shopping
Center's Monthly Mall Merchandise Index, and the U.S. Department of Commerce's
advanced monthly retail sales for February, and other indicators, contain
encouraging signs for apparel sales, which make up the largest sector of the
market.

      According to Value Retail News, a unit of the International Council of
Shopping Centers, despite several droughts in some parts of the Southwest and
Midwest and major flooding and tornadoes in some midwestern states, outlet
comp-store sales increased 1.0 percent in May, 1996. Significantly, May was the
first back-to-back monthly increase posted on VRNs' Outlet Sales Index since
January 1995, and year-to-date comp-store sales increased 1.40 percent. For the
month of May, it reflects sales data supplied on a total of 1,763 comp-stores by
45 outlet chains. The 22 reporting apparel chains, operating 859 comp-stores,
posted a 1.0 percent gain for the month of May, 1996, with year-to-date
comp-store sales down 2.13 percent. The 23 reporting non-apparel chains,
operating 904 comp-stores, achieved a 1.12 percent gain, while year-to-date
sales were down .35 percent.

Occupancy Costs

      According to Value Retail News, with the exception of a substantial
increase in marketing charges, the increase in occupancy costs was moderate over
the past year. Occupancy costs are defined by Value Retail News as base rent,
operating expenses and marketing charges as a percent of sales. While increases
in base rent and common area maintenance costs were generally less than 5.0
percent, marketing costs increased over 15.0 percent. The increase in marketing
costs was reportedly the result of a nationwide public relations campaign funded
by member companies of the Developers of Outlet Centers (DOC). Despite the
significant increase in marketing costs over the past year, total occupancy
costs declined, due to strong outlet center sales figures. A summary of
historical average occupancy costs since 1992 is included in the following
table. The 1995 figures have not yet been published.

================================================================================
                                 OCCUPANCY COSTS
================================================================================
                                     Average                       Percent
      Year                       Occupancy Cost(1)                 Change
================================================================================
      1992                            9.33%                           --
      1993                            9.57%                         2.57%
      1994                            8.73%                        (8.78%)
- --------------------------------------------------------------------------------
(1) Base rent, operating expense and marketing as a percent of sales.
================================================================================

================================================================================


                                      -32-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                           Manufacturer's Outlet Market Analysis
================================================================================

      Tenant improvement allowances vary dramatically by tenant, center and
location. Typically speaking, retail outlet developers provide a shell tenant
improvement package that includes gypsum wallboard, sealed concrete floor,
heating and ventilation, restrooms to code and, on many occasions, acoustical
tile inserts or other ceiling materials. In addition, the landlord often
provides additional tenant improvement funds to induce tenants to sign leases.
Tenant improvement allowances over the shell vary, but have averaged between
$2.00 and $15.00 per square foot. While this information was not detailed in the
1994 survey, according to previous Value Retail News surveys, average tenant
improvement costs over a shell have historically ranged from $5.33 per square
foot in 1991 to $6.55 per square foot by 1993.

Shopping Patterns

      The typical outlet shopper is identified in a survey by Data Plan, and
supplemented by another survey by The Joy of Shopping magazine. The surveys
indicate that outlet shoppers tend to know and understand the concept of an
outlet mall, and were interested in price, quality and selection. Approximately
one-third of these shoppers used outlet malls as part of their normal shopping
activity, and another one-half shopped at an outlet mall at least once per year.
Seventy-seven percent of these shoppers live in a metropolitan area and 65
percent stopped because they saw the center as they drove by in an automobile.
The average expenditure was $71 per visit.

Summary

      In summary, the market for factory outlet developers and tenants has
changed dramatically in the past five years. Overall, there has been a
significant increase in interest from tenants resulting in increased levels of
product delivery by outlet developers. Typically 70 percent of the tenants in a
manufacturers' outlet center are owned by the manufacturer, with the remainder
of the tenants generally consisting of restaurants and other specialty
retailers. The manufacturer operated retail stores primarily sell first quality,
current and past season branded merchandise at significant discounts from retail
prices charged by department stores. The outlet stores in these centers usually
sell at least 50 percent of their goods under labels owned by the parent
company. The outlet center development trend slowed dramatically in the late
1980s and early 1990s as the lack of available bank financing impacted a number
of new projects that could be built. However, the recent trend has been for
significant capital flowing into REITs which have then fueled new acquisitions
and proposed new development. In the next five years, the awareness of factory
outlets will be increased dramatically as new products are developed throughout
the country, along with possible risks in over-development. At this point,
outlet developers and tenants are speculating on possible over-development, but
there is still significant interest in the part of outlet retailers as these
properties tend to be a good way to roll out new products, test new products and
dispose of surplus goods.

      We view the subject to be a well located outlet center. It is accessible
and visible within a large and affluent residential population. Also, it is
positioned distant enough from competitive properties so that its tenants will
have the opportunity to achieve acceptable sales levels.

================================================================================


                                      -33-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 MARKET ANALYSIS
================================================================================

Retail Market Overview

      Nationwide, the retail industry is undergoing a period of restructuring
and consolidation after two decades of unparalleled growth. Retail supply is at
the saturation point in most metropolitan and suburban markets. Newer retail
formats, such as Big Box and large scale discounters, have had a profound impact
on the regional mall industry in general and specialty retailers in particular.
Value retailers, through the introduction of big boxes, category killers,
warehouse clubs and factory outlets, have done a better job in meeting customer
demands while traditional mall based retailers have been slow in reacting. To
counter this competition, mall owners are attempting to attract destination type
entertainment retailers, including large scale cinema operators and restaurant
operations, to improve shopper's experience and regain lost market share.

      The growth in personal and household income has widely dispersed and
segmented the population base. Lower income households (the bottom 60%) have
seen flat or flat income growth over the last twenty years, leading to sharp
declines in consumer confidence and retail expenditures and an increasing shift
to lower priced goods. Upper income households have seen moderate increases in
real income. Rising household wealth, gained primarily through real estate and
stock investment as opposed to wages, has allowed regional centers in high
income areas to do well.

      Department stores, once considered a retailing dinosaur, have quickly
re-emerged as a force. Department stores have emerged from the consolidation of
the late 1980's much stronger through streamlined operations and increased
productivity. Over the past two years, further consolidations have occurred in
the department store industry. Federated Department stores has purchased
Broadway, Joseph Hornes and Macy's. The May Company recently purchased Woodward
& Lothrop (Wanamakers) as well as the Strawbridge & Clothier chain which were
dominant retailers in the Philadelphia region.

      However, some of the renewed strength of department store chains has come
through an increased focus on apparel and largely to the detriment of in-line
mall specialty stores, long a mainstay of regional malls. National specialty
store operators are in the midst of an extensive period of bankruptcies,
closures and consolidations. Apparel operators, particularly women's wear,
continue to suffer as current consumer focus is on value and convenience.
Discounting has depressed gross margins on many mall based retailers, forcing
operators to seek lower cost locations outside regional centers in efforts to
improve profitability.

      Led by growth in power and community shopping center categories, openings
of new shopping centers again rose in 1996 according to an analysis performed by
the National Research Bureau. In 1996, 895 shopping centers opened, a 3.2
percent increase over 1995, and the third consecutive annual increase. New
growth has been promoted by increased liquidity in the capital markets for real
estate. Real estate investment trusts (REITS), securitized debt financing and
commercial banks provided the capital for new growth.

================================================================================


                                      -34-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

      According to the NRB study, the greatest growth in number of centers came
in the less than 100,000 square foot category, totaling 496 new centers.
However, this represented a decline from the 551 new centers in this category
constructed during 1995. The largest gain occurred in the 200,001 to 400,000
square foot category, which saw 132 new centers built in 1996. This level
indicates an increase of 40 percent over the 94 completions in this size range
during 1995. Also, eight new regional malls between 800,000 and 1,000,000 square
feet were constructed in 1996. These additions continue a trend which has seen
the number of regional malls constructed double every year since 1992, when no
new malls in this size range were opened. Pennsylvania ranked eleventh in the
nation in new centers constructed with 28 new centers built in 1996.

      The average gross leasable area of retail space per capita for the nation
was 19.23 square feet in 1996, up from 18.90 square feet in 1995. Florida had
the largest gross leasable area of retail space at 28.05 square feet per person.
Pennsylvania ranked 22nd at 18.66 square feet of leasable area per person.

      During the period 1980 through 1996, total retail sales in the United
States increased at a compound annual rate of 6.1 percent. Data for the period
1990 through 1996 show that sales growth has slowed to an annual average of 5.0
percent. This information is summarized on the following chart.

================================================================================
                           Total U.S. Retail Sales (1)
================================================================================
                                    Amount                   Annual
            Year                  (Billions)                 Change
================================================================================
1980                              $  957,400                   N/A
- --------------------------------------------------------------------------------
1985                              $1,375,027                   N/A
- --------------------------------------------------------------------------------
1990                              $1,844,611                   N/A
- --------------------------------------------------------------------------------
1991                              $1,855,937                  .61%
- --------------------------------------------------------------------------------
1992                              $1,951,589                  5.2%
- --------------------------------------------------------------------------------
1993                              $2,074,499                  6.3%
- --------------------------------------------------------------------------------
1994                              $2,236,966                  7.8%
- --------------------------------------------------------------------------------
1995                              $2,340,817                  4.6%
- --------------------------------------------------------------------------------
1996(2)                           $2,465,835                  5.3%
- --------------------------------------------------------------------------------
Compound Annual Growth 
         Rate
       1980-1996                                             +6.1%
- --------------------------------------------------------------------------------
   CAGR: 1990 - 1996                                         +5.0%
================================================================================
1     1985 - 1995 data reflects recent revisions by the U.S. Department of
      Commerce: Combined Annual and Revised Monthly Retail Trade.

2     Preliminary advance estimates.
================================================================================
Source: Monthly Retail Trade Reports Business Division, Current Business
        Reports, Bureau of the Census, U.S. Department of Commerce.
================================================================================

================================================================================


                                      -35-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

Overview

      A retail center's trade area contains people who are likely to patronize
that particular retail center. These customers are drawn by a given class of
goods and services from a particular tenant mix. A center's fundamental drawing
power comes from the strength of the anchor tenants as well as the regional and
local tenants which complement and support the anchors. A successful combination
of these elements creates a destination for customers seeking a variety of goods
and services while enjoying the comfort and convenience of an integrated
shopping environment. Including non-owned stores, Franklin Mills contains
1,757,868+/- square feet. As such, the subject can be described as a
superregional shopping center.

      The super regional center provides for extensive variety in general
merchandise, apparel, furniture, and home furnishings in depth and variety, as
well as a variety of services and recreational facilities. It is built around
three or more full-line department stores of generally not less than 100,000
square feet. In theory the typical size of a super regional center is about
800,000 square feet of gross leasable area. In practice, the size ranges from
about 600,000 to more than 2,000,000 square feet. Source: Urban Land Institute
Dollars and Cents of Shopping Centers - 1995.

Trade Area Analysis

      In order to define and analyze the market potential for Franklin Mills, it
is important to first establish the boundaries of the trade area from which the
subject will draw its customers. In some cases, defining the trade area may be
complicated by the existence of other retail facilities on main thoroughfares
within trade areas that are not clearly defined or whose trade areas overlap
with that of the subject.

      The geographic area from which a steady, sustaining patronage is obtained
for a shopping center is referred to as a trade area. These patrons are drawn by
a given class of goods and services from a particular tenant mix. A center's
fundamental drawing power comes from the strength of the anchor tenants as well
as the regional and local tenants which complement and support the anchors. The
successful combination of these elements created a destination for customers
seeking a variety of goods and services while enjoying the comfort and
convenience of an integrated shopping environment.

      To define and analyze the market potential for the subject, it is
important to first establish the boundaries of the trade area from which the
subject will draw its customers. In some cases, defining the trade area may be
complicated by the existence of other retail facilities on main thoroughfares
within trade area that are not clearly defined or whose trade areas overlap with
that of the subject.

      To understand the subject property in its proper context, we must examine
the nature of the most direct competition. The subject has three malls in its
market area, Neshaminy, Oxford Valley and Willow Grove Mall. As an outlet mall,
the subject's marketing emphasis and trade area is somewhat different than a
traditional regional mall. However, the presence of regional malls in the
primary trade area has significant impact on the buying patterns of neighborhood
residents. Provided on the following pages are profiles of each of these
competitive centers.

================================================================================


                                      -36-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

Competitive Center #1                     Neshaminy Mall
Location:                                 U.S. Route 1 and Rockhill Road
                                          Bensalem, Pennsylvania

      Neshaminy Mall is a regional mall located approximately 3 miles north of
the subject. Containing 945,000 square feet of rentable area, this center was
constructed in 1968 and most recently renovated in 1995. Anchors include Sears,
Strawbridge's and Boscov's. The $6.8 million 1995 renovation included moving the
food court, renovation of the mall common areas and conversion and renovation of
a former Bon-Ton Department store to a Boscov's department store. In July, 1996,
the Strawbridge & Clothier chain was sold to the May Company. The May Company
will operate the Strawbridge & Clothier stores as well as the Hecht's department
stores in the Philadelphia area (formerly Wanamakers) under the name
Strawbridge's.

      Ownership is considering a Phase III of the mall to include a 24 screen
movie theater to be operated by AMC plus additional retail space. Finally,
ownership reports that there is interest by JC Penney to occupy a fourth anchor
pad space to be constructed at the front of the mall adjoining the new food
court. However, final plans for Phase III or a potential fourth anchor have not
been announced.

      Inline mall space at Neshaminy Mall is currently 88 percent leased. The
current vacancy is higher than historical levels. A portion of the vacancy was a
result of bankruptcies which occurred in 1995, primarily affecting the apparel
sector. Another portion of the vacancy was planned to create larger spaces for
such tenants such as Disney and Eddie Bauer.

      Mall store sales were $256 per square foot in 1995. CAM costs are
currently $10.69 per square foot.

Competitive Center #2                     Oxford Valley Mall
Location:                                 Route 1 and Oxford Valley Road,
                                          Middletown Township
                                          Bucks County, Pennsylvania

      Oxford Valley Mall is a 1.12 million square foot two level regional mall
which was constructed in 1973 and is located nine miles northeast of the
subject. The mall was developed as part of a 300+/- acre site which encompasses
Sesame Place plus single and multi-story office buildings. Anchors of the mall
include Macy's, Sears, JC Penney and Strawbridge's. The most recent renovation
was in 1990. There has been a proposal to convert a vacant second floor
Woolworth's to a food court, but that has not yet commenced. Current occupancy
at the Oxford Mall is 95%. CAM expenses are $11.98 per square foot. Total mall
store sales in 1995 were $252 per square foot and are projected to increase by 3
percent in 1996. Mall store sales have been negatively impacted by the
construction of a new power center across from the mall, The Court at Oxford
Valley. Major tenants in the Court at Oxford Valley include Dicks Sports, Home
Place and Best Buy.

================================================================================


                                      -37-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

Competitive Center #3                     Willow Grove Mall
Location:                                 Route 63 and Easton Road
                                          Abington Township
                                          Montgomery County, Pennsylvania

      Willow Grove Mall is a 961,000 square foot regional mall located in
Abington Township, Montgomery County. The Willow Grove Mall is located
approximately 11 miles from the subject. When Willow Grove Mall opened in 1982,
it was expected to operate as a fashion mall due to the income characteristics
of its immediate trade area. The original anchors of the mall included Abraham
and Strauss, B. Altman and Bloomingdales. However, the center is now oriented
more toward the middle market with the anchors being Sears, Strawbridge's and
Bloomingdales.

      Mall stores reported sales of $358 per square foot in 1995 and the current
occupancy of the malls stores is 96 percent. Current CAM costs for mall tenants
are $12.79 per square foot.

Trade Area Definition

      Franklin Mills is located on Woodhaven Road (Route 63) approximately 1
mile east of Interstate 95 and approximately 3 miles west of US Highway #1
(Roosevelt Boulevard). This location makes it one of the more accessible retail
locations within the greater Philadelphia area. The advantage of highway
proximity has the effect of expanding the center's trade area by virtue of
reducing travel time for residents in more distant locations. As discussed in
the previous section, the location and accessibility of competing centers also
has direct bearing on the formation and make-up of a particular area.

      Franklin Mills is the major retail center in this trade area. The balance
of area retail facilities act as a traffic generators that increases the area's
status as a destination retail hub.

      To summarize, the foundation of our analysis in the delineation of the
trade area of the subject may be summarized as follows:

      1.    Highway accessibility including area traffic patterns, geographical
            constraints and nodes of residential development.

      2.    The position and nature of the area retail structure including the
            location of destination retail centers and the strength and
            composition of the retail infill.

      3.    The size, anchor tenancy and merchandising composition of the
            tenant(s), both as existing and as proposed.

      As an super regional outlet mall, it is typical that the subject would
attract customers from a large trade area. On balance, we have established a
total trade area for the subject on the basis of a 60 mile radius emanating from
the center. So as to add some perspective to our analysis, we have segregated
this survey as prepared by Equifax National Decision Systems (ENDS) into 10, 40
and 60 mile concentric circles. We believe that the 10 mile radius constitutes
the primary market. This report is provided in the Addenda. The chart below
presents relevant statistics for the total trade area as segregated by primary
and secondary components.

================================================================================


                                      -38-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

================================================================================
                                Subject Property
                   Estimated Trade Area Market Support Factors
================================================================================
                                          10 Mile       40 Mile       60 Mile
                                          Primary      Secondary     Secondary
                                        Trade Area     Trade Area    Trade Area
================================================================================
Population
      1990 Census                        1,192,949     6,004,278     10,450,192
      1996 Estimate                      1,186,232     6,107,319     10,751,532
      2001 Projection                    1,180,784     6,155,103     10,911,361
% Compound Annual Change:
1990-1996                                    -.09%           .28%           .47%
1996-2001                                    -.09%           .16%           .30%
- --------------------------------------------------------------------------------
Households
      1990 Census                          439,447     2,203,426      3,814,371
      1996 Estimate                        450,255     2,313,191      4,043,780
      2001 Projection                      452,352     2,348,892      4,142,795
% Compound Annual Change:
1990-1996                                      .41%          .81%           .98%
1996-2001                                      .09%          .31%           .49%
- --------------------------------------------------------------------------------
Average Household Income - 1996 (Est.)  $   55,355    $   59,948    $    60,792
- --------------------------------------------------------------------------------
Median Household Income - 1996 (Est.)   $   44,638    $   46,910    $    47,768
- --------------------------------------------------------------------------------
Median Age                                   36.50         35.76          35.97
- --------------------------------------------------------------------------------
1990 Median Home Value                  $  101,020    $  123,587    $   138,191
================================================================================
Source: Equifax National Decision Systems
================================================================================

Population

      Once the market has been established, the focus of our analysis centers on
the trade area's population. ENDS provides historical, current and forecasted
population estimates for the total trade area. Patterns of development density
and migration are reflected in the current levels of population estimates. The
report provided in the Addenda presents the statistics on the basis of the radii
discussed above.

      As is demonstrated, there has been a small decline in population in the
subject's ten mile primary trade area between 1990 and 1996. Over the next five
years, ENDS reports that the population will continue to decline gradually. The
ten mile primary trade area encompasses a portion of the City of Philadelphia
which has experienced overall declines in population over the last two decades.
Despite these losses, the neighborhood remains densely populated. Approximately,
1,186,000 people are located within a ten mile radius of the subject.

      We note that the declines in population in the primary trade area are more
than offset by the gains in the 40 to 60 mile secondary trade area. Both radii
have shown moderate gains over the last six years, and the rate of population
increase is anticipated to increase over the next five years. Regardless of the
recent declines in population in the primary trade area, the overall population
density of the primary and secondary trade area is highly favorable for retail
development.

================================================================================


                                      -39-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

Households

      A household consists of all the people occupying a single housing unit.
While individual member of a household purchase goods and services, these
purchases actually reflect household needs and decisions. Thus, the household is
a critical unit to be considered when reviewing market data and forming
conclusions about the trade area as it impacts the retail center.

      National trends indicate that the number of households are increasing at a
faster rate than the growth of the population. Several noticeable changes in the
way households are being formed have caused the acceleration in this growth,
specifically:

      The population in general is living longer on average. This results in an
      increase of single and two person households.

      The divorce rate increased dramatically during the last two decades, again
      resulting in an increase in single person households.

      Many individuals have postponed marriage, thus also resulting in more
      single person households.

      Both the primary and secondary trade areas have experienced increases in
households in the period between 1990 and 1996. This trend is expected to
continue over the next five years. Consistent with the national trend, the trade
area is experiencing household growth at rates in excess of population changes
primarily due to factors mentioned above. Correspondingly, a greater number of
smaller households with fewer children generally indicates more disposable
income. In 1996, there were 2.63 persons per household in the ten mile primary
trade area and by 2001, it is forecasted to decrease to 2.61.

Trade Area Income

      Income levels, either on a per capita, per family or household basis,
indicate the economic level of the residents of the market area and form an
important component of this total analysis. More directly, average household
income, when combined with the number of households, is a major determinant of
an area's retail sales potential. The trade area income figures support the
profile of a broad-based middle income market. According to ENDS, average
household income within the total trade area in 1996 was estimated at $60,792.
Trade area income statistics are exhibited below.

================================================================================
                            Average Household Income
================================================================================
                    Area                               Income
================================================================================
                  10 Mile                              $55,355
- --------------------------------------------------------------------------------
                  40 Mile                              $59,848
- --------------------------------------------------------------------------------
                  60 Mile                              $60,792
================================================================================

================================================================================


                                      -40-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

Retail Sales

      Retail sales in the Philadelphia Metropolitan Area are currently estimated
to approach $44 billion annually. The Philadelphia area ranked fifth nationally
behind Chicago, Los Angeles, New York and Washington, D.C. in total retail sales
for 1995, the last year for which statistics are currently available. Retail
sales in this metropolitan area have increased at a compound annual rate of 3.6
percent since 1989. Within Philadelphia, the annual retail sales for 1995 were
estimated to be about $8.9 billion, unchanged from the previous year sales.

      Sales and Marketing Management Magazine projects that retail sales in the
Philadelphia region will increase to $51.8 billion by the year 2000, reflecting
a compound annual change of 3.6 percent for the five year period. For
Philadelphia County, retail sales are projected to increase to $9.9 billion by
the year 2000, reflecting a compound annual change of 2.0 percent.

================================================================================
                                  Retail Sales
             Philadelphia Metropolitan Area and Philadelphia County
                                 (In Thousands)
================================================================================
                          Metropolitan                 Philadelphia 
        Year              Philadelphia      % Change      County        % Change
================================================================================
        1989              $35,816,878          --       $7,661,352          --
- --------------------------------------------------------------------------------
        1990              $36,033,312       + 0.6%      $7,741,383       + 1.1%
- --------------------------------------------------------------------------------
        1991              $35,120,446       - 2.5%      $7,451,387       - 3.8%
- --------------------------------------------------------------------------------
        1992              $39,811,716      + 13.4%      $8,447,600      + 13.4%
- --------------------------------------------------------------------------------
        1993              $43,480,561       + 2.6%      $8,323,384       - 1.5%
- --------------------------------------------------------------------------------
        1994              $43,480,561        +6.4%      $8,985,763        +8.0%
- --------------------------------------------------------------------------------
        1995              $44,309,612         1.9%      $8,950,479         -.4%
- --------------------------------------------------------------------------------
      2000 (Est).         $51,804,581                   $9,883,537
- --------------------------------------------------------------------------------
Compound Annual Change
    (1989 -1995)                             +3.2%                        +2.6%
================================================================================
Projected Compound Annual 
  Change (1995 - 2000)                       +3.6%                        +2.0%
================================================================================
Source: Sales & Marketing Management Magazine 1990-1996
================================================================================

The Subject Property

      Franklin Mills is currently undergoing a major renovation and
remerchandising. At the south end of the mall, the former Sears store has been
demolished and a new 61,000 square foot, 14 screen General Cinema movie theater
will be constructed. The existing freestanding General Cinema movie theater will
be demolished. It is projected that the new theater will be constructed by
December, 1997.

      Adjoining the movie theater, ownership is projecting a new 20,000 square
foot Rain Forest Cafe Theme restaurant. The restaurant is proposed for a May,
1998 opening. Following completion of the theater and restaurants, the south end
of the mall will have a concentration of entertainment uses.

================================================================================


                                      -41-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

      Conversely, the north end of the mall is projected for new upscale and
fashion tenants. Saks Fifth Avenue recently expanded from 28,000 to 46,000
square feet. Saks will also be opening a Saks Final Stop store at the north end
by the Fall of 1997. Other fashion tenants which will be occupying the north end
include The GAP, Perry Ellis, Polo, Talbots, Kenneth Cole, and Estee Lauder.

      Upon completion of the remerchadising plan, the orientation of the mall
will have fashion and upscale tenants at the northern end, moving to more value
oriented retailers in the middle and entertainment in the southern portion.
Other significant projected changes include the following:

o     TJ Maxx and Marshalls, both of which had stores at Franklin Mills, merged
      operations in 1996. TJ Maxx closed their store, effective January, 1997.
      Neiman Marcus, which currently occupies 34,918 square feet, will downsize
      and occupy the 26,900 square foot former TJ Maxx space. Saks Last Stop
      will occupy the former 34,918 square foot Neiman Marcus store.

o     I. Goldberg vacated their lease on 23,254 square feet. Saks Last Stop is
      currently occupying this space until it can move in to the former Neiman
      Marcus space. The former I. Goldgerg space will be available for lease by
      late Summer of 1997.

o     Mall store sales were $232 per square foot in 1995 and increased to $268
      per square foot in 1996. Typical CAM charges, real estate and use and
      occupancy taxes for mall specialty tenants are estimated at $15.84 per
      square foot in 1997. In addition, mall tenants pay a marketing/promotion
      fee of between $1.00 and $5.50 per square foot.

o     As of the date of appraisal approximately 34,000 square feet of the
      specialty store space was vacant, indicating an overall vacancy of 5.6% of
      mall store space. This is a significant improvement from mid year 1996
      when mall vacancy was approximately 117,000 square feet. In addition, the
      23,254 square foot former I. Goldberg space will be available by the end
      of the summer of 1997.

Conclusion

      A metropolitan and locational overview was presented which highlighted
important points about the study area and demographic and economic data specific
to the trade area were presented. The trade area profile discussed encompassed a
radii based analysis that was established based upon a study of the competitive
retail structure. Marketing information relating to these sectors was presented
and analyzed to determine patterns of change and growth as they impact the
subject. Next we discussed the subject neighborhood's retail sales history along
with its performance potential over the near term. The given data is useful in
establishing quantitative dimensions of the total trade area, while our comments
serve to provide qualitative insight into this market. A compilation of this
data provides the basis for our projections and forecasts for the subject
property. The following summarizes our key conclusions.

================================================================================


                                      -42-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

      o     The area surrounding the subject is densely populated. There are
            current approximately 1,186,000 people living within a ten mile
            radius of the subject and approximately 10,751,000 people living
            within a sixty mile radius. While the immediate 10 mile trade area
            is expected to show modest declines in population over the next five
            years, the total trade area is expected to show increases.

      o     Access to the site is excellent. The subject lies on Woodhaven Road
            near its intersection with Interstate 95. The subject also lies near
            US Highway 1, an important local commuting and commercial arteries.

      o     The subject property is current undergoing a major reconstruction
            and remerchandising. The former Sears store has been demolished and
            a new movie theater will be constructed in its place. The
            orientation of the mall will change with a concentration of high end
            retail tenants at the north end with more value oriented retailers
            in the middle and entertainment at the south end.

      o     Franklin Mills presents a viable economic concept which should meet
            with continued market acceptance through aggressive promotion and
            competent management.

Exposure Time

      Exposure Time is defined as the estimated length of time the property
interest being appraised would have been offered on the market prior to the
hypothetical consummation of a sale at the estimated market value on the
effective date of the appraisal. It is a retrospective estimate based upon
analysis of past events assuming a competitive and open market. Thus, exposure
time is presumed to precede the effective date of the appraisal.

      According to a recent Cushman & Wakefield survey, investors project an
exposure time ranging from three to nine months for all types of retail
property, with an average of 6.5 months. Similarly, our conversations with
active commercial brokers indicate than an exposure time of nine months would be
appropriate for the subject.

================================================================================


                                      -43-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                               [GRAPHIC OMITTED]
<PAGE>

                                                            PROPERTY DESCRIPTION
================================================================================

Site Description
Location:                     Southeast quadrant of Woodhaven and Knights Roads
                              Philadelphia, Pennsylvania

Shape:                        Irregular

Area:                         136.86+/- Acres

Frontage:                     The site has frontage along Franklin Mills Circle,
                              a ring road surrounding the mall.

Topography/Terrain:           Generally level and at street grade.

Street Improvements:          Franklin Mills Circle is macadam paved and has
                              concrete curbs and street lighting.

Soil Conditions:              We did not receive nor review a soil report.
                              However, we assume that the soil's load-bearing
                              capacity is sufficient to support the existing
                              structures. We did not observe any evidence to the
                              contrary during our physical inspection of the
                              property. The tract's drainage appears to be
                              adequate.

Utilities:
      Water:                  City of Philadelphia

      Sewer:                  City of Philadelphia

      Telephone:              Bell Atlantic

      Electricity:            PECO Energy

      Gas:                    Philadelphia Gas Works

Land Use Restrictions:        We were not given a title report to review. We do
                              not know of any easements, encroachments or
                              restrictions that would adversely affect the
                              site's use. However, we recommend a title search
                              to determine whether any adverse conditions exist.

Flood Hazard:                 According to Community Panel No. 420757 0129 F,
                              National Flood Insurance Rate Map, effective
                              August 2, 1996, the subject is in Flood Hazard
                              Zone X, an area of minimal flooding and,
                              therefore, does not require flood hazard
                              insurance.

================================================================================


                                      -44-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                               [GRAPHIC OMITTED]
<PAGE>

                                                            Property Description
================================================================================

Wetlands:                     We were not given a wetlands survey. If subsequent
                              engineering data reveal the presence of regulated
                              wetlands, it could materially affect property
                              value. We recommend a wetlands survey by a
                              competent engineering firm.

Hazardous Substances:         We observed no evidence of toxic or hazardous
                              substances during our inspection. However, we are
                              not trained to perform technical environmental
                              inspections and recommend the services of a
                              professional engineer for this purpose.

Comments:                     Overall, the subject site is typical of large
                              commercial sites in the area, functionally
                              adequate and well suited for its existing use.
                              Externally, no deleterious influences were noted.

Improvements Description

      The site is improved with a single story super regional outlet mall known
as Franklin Mills. The improvements were constructed in 1989 and are currently
undergoing a major construction and remerchandising effort. The following is a
more complete description of the improvements.

General Description
      Year Built:             1989

      Rentable Area
      (After Renovations):    Anchors:                    420,966 S.F.
                              Major Tenants:              360,972 S.F.
                              Specialty Tenants:          588,748 S.F.
                              Food Court:                  12,850 S.F.
                              Kiosks:                         781 S.F.
                                                        --------------
                              Total:                    1,375,905 S.F.

Construction Detail
      Foundations:            Reinforced concrete footings, reinforced concrete
                              slab on grade.

      Framing:                Structural steel.

      Floors:                 Finished concrete slab on grade.

      Walls:                  Metal walls with dryvit and stucco cover.

      Roof:                   Standing seam roof system with skylights and glass
                              panels.

      Pedestrian Doors:       Aluminum and plate glass double entrance doors.

================================================================================


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<PAGE>

                                                            Property Description
================================================================================

Mechanical Detail
      Heating and Cooling:    Roof mounted combination HVAC units provide heat
                              and air conditioning.

      Plumbing:               Assumed to be to municipal code.

      Electrical Service:     Standard commercial service. Tenants are
                              separately metered for electric use.

      Fire/Safety Systems:    The improvements are fully wet sprinklered.

Interior Detail
      Layout:                 The improvements are of a single story design with
                              the exception of mezzanine spaces in two of the
                              anchor stores. There are seven existing anchor
                              stores, plus the movie theatre which is under
                              construction. for a total of eight anchors.. Five
                              are owned (Spiegel, JC Penney, Burlington Coat,
                              Marshalls and General Cinema); two are non owned
                              (Sam's Wholesale Club and Phar-Mor); and one
                              anchor is on a land lease (Ports of the World). A
                              floor plan for the subject is exhibited on the
                              opposing page.

                              The mall has been segregated into four
                              neighborhoods, classified as red, blue, yellow and
                              green. Each neighborhood has a connecting
                              courtyard, plus color coded entranceways. There
                              are two food courts located on opposite wings of
                              the mall.

                              Attractive indoor plantings and seating are
                              located throughout the mall. At all main
                              entrances, computerized electronic directories are
                              available for locating stores and services.
                              Overhead audio visual systems provide
                              entertainment, store commercials and public
                              service announcements.

      Floor Covering:         Wood in mall common area. Predominantly vinyl tile
                              in tenant areas.

      Walls:                  Painted sheetrock.

      Ceilings:               Exposed metal roof deck and acoustical tile in
                              metal track.

      Lighting:               Recessed fluorescent and incandescent light.

      Rest Rooms:             Multi-fixture men's and women's restrooms are
                              provided.

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                                      -46-
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<PAGE>

                                                            Property Description
================================================================================

Hazardous Substances:         The appraisers have no knowledge of any hazardous
                              substances present in the improvements to the
                              subject property. A professional study is
                              recommended for final determination of any such
                              substance.

Site Improvements:            The mall site contains parking for 7,100 cars or
                              5.2 spaces per thousand square feet of leasable
                              area. There are additional parking areas
                              associated with the non owned anchor and major
                              stores. Paved and lined parking and loading areas
                              are provided. Additionally, there are pole mounted
                              parking lot lighting and concrete walkways to all
                              entrances.

Landscaping:                  Low maintenance trees, shrubs and plantings are
                              situated around the building.

Comments:                     Ownership is constructing a new 61,000 square feet
                              movie theater on the former Sears site to be
                              occupied by General Cinema. Management is
                              estimating net costs of approximately $9.3 million
                              ($149.18/s.f.) for demolition and construction of
                              the new store, purchase and demolition of the
                              existing movie theater and sale of the land
                              underlying the existing cinema. The movie theatre
                              is projected to open by December, 1997.

                              Adjoining the movie theatre, ownership will be
                              constructing a 20,000 Theme restaurant to be
                              occupied by Rain Forest Cafe. Construction cost
                              for this tenant are projected at $2.75 million or
                              $137.50 per square foot. Other major tenant costs
                              include relocation of Neiman Marcus and Saks Last
                              Call ($950,000), plus new tenant spaces for the
                              GAP, Talbots and Polo ($1,585,000).

                              At the time of inspection, the improvements were
                              in good condition with no significant items of
                              deferred maintenance noted. Functionally, the
                              center has a design and layout which are conducive
                              to continued retail use. Externally, no
                              deleterious influences were noted.

Personal Property Included
   in Value Estimate:         None.

================================================================================


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                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
                                                           Franklin Mills
                                                          Philadelphia, PA
                                                           Tax Comparables

====================================================================================================================================
Proximity to Subject                       Assessed Value        NRA      Current Annual      Assessed Value    Tax    % of Assessed
Year Built/Occupancy                                                     Real Estate Taxes        Per SF       Per SF      Value
====================================================================================================================================
<S>                                  <C>    <C>               <C>          <C>                   <C>          <C>          <C>
Franklin Mills
Woodhaven Road at Knights Road        L     $ 8,247,420       1,554,563     $3,985,739            $31.02       $2.56       8.26%
Philadelphia, Pa.                     B     $39,982,724
1989/91%                              T     $48,230,144
- ------------------------------------------------------------------------------------------------------------------------------------
Comp. 1:
Sams Wholesale Club                   L     $    52,800         133,010     $  163,217            $14.85       $1.23       8.26%
4301 Byberry Road                     B     $ 1,922,240
Philadelphia, Pa.                     T     $ 1,975,040
Less than 1 mile
1991/100%
- ------------------------------------------------------------------------------------------------------------------------------------
Comp. 2:
Toys R Us                             L     $    51,200          46,653     $   69,748            $18.09       $1.50       8.26%
4401 Byberry Road                     B     $   792,800
Philadelphia, Pa.                     T     $   844,000
Less than 1 mile
1990/100%
- ------------------------------------------------------------------------------------------------------------------------------------
Comp. 3:
Philadelphia Home & Design Center     L     $ 1,028,157         218,086     $  290,893            $16.14       $1.33       8.26%
12131 Knights Road                    B     $ 2,491,843
Philadelphia, Pa.                     T     $ 3,520,000
Less than 1 mile
1988/75%
- ------------------------------------------------------------------------------------------------------------------------------------
Comp. 4:
Phar-Mor                              L     $    37,484          85,000     $   99,168            $14.12       $1.17       8.26%
4301 Barberry Road                    B     $ 1,162,516
Philadelphia, Pa                      T     $ 1,200,000
Less than 1 mile
1988/100%
====================================================================================================================================
</TABLE>
<PAGE>

                                              REAL PROPERTY TAXES AND ASSESSMENT
================================================================================

      The subject property is assessed by the City of Philadelphia for the
payment of real estate taxes. The City identifies the subject as Ward 88 Book 2
Number 693014 (4301 Woodhaven Road). For 1997. it is assessed in the following
manner:

================================================================================
                  Land                             $ 8,247,420
- --------------------------------------------------------------------------------
                  Improvements                     $39,982,724
- --------------------------------------------------------------------------------
                  Total                            $48,230,144
================================================================================

      The 1997 tax rate applicable to the subject property is $82.64 per $1,000
of assessed value. The current tax rate has not changed since 1991. This total
tax rate is attributable to the following jurisdictions:

================================================================================
                  Jurisdiction                           Rate
================================================================================
                  City of Philadelphia                  $37.45
- --------------------------------------------------------------------------------
                  School District                       $45.19
- --------------------------------------------------------------------------------
                  Total                                 $82.64
================================================================================

      An application of the tax rate outlined above to the current assessment
results in an annual real estate tax liability of $3,985,739 in 1997. This tax
liability is equivalent to $2.61 per square foot of gross rentable area
including Ports of the World (1,528,275 square feet). Ports of the World
(Boscov's) is on a land lease, but pays its pro rata share of taxes on the land
and its improvements as part of the mall.

      Assessments in the City of Philadelphia are based upon 32 percent of the
assessor's estimate of market value or, in the case of the subject, $150,719,200
in 1997. As a practicality, this ratio is rarely achieved. The current total
assessment over the subject property implies a value for tax purposes that
appears reasonable based our subsequent valuation. The City of Philadelphia
examines its assessments annually.

      On the opposing page is a survey of tax comparables for retail properties
surrounding Franklin Mills. While the subject has a higher assessed value per
square foot than the comparables, the overall assessment appears reasonable
based upon the assessment to value ratio of 32 percent.

      Commercial tenants in Philadelphia are subject to the Philadelphia School
District's Use and Occupancy Tax which is equal to $46.20 per $1,000 of the real
estate assessment. For 1997, tenants will be paying approximately $1.44 per
square foot for this tax. We would note, however, that this is an expense to the
tenants and not to ownership.

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                                      -48-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
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<PAGE>

                                                                          ZONING
================================================================================

      The subject property is zoned ASC, Area Shopping Center District by the
City of Philadelphia. This zoning districts allows for a variety of retail
services in an enclosed building. Developmental requirements include the
following.

================================================================================
Minimum Lot Size                                15,000 s.f.
- --------------------------------------------------------------------------------
Setback Requirements                               None
- --------------------------------------------------------------------------------
Minimum Street Frontage                            100'
- --------------------------------------------------------------------------------
Maximum Building Height                             35'
- --------------------------------------------------------------------------------
Parking                             4 spaces for every 1,000 s.f. of net
                                    leasable area on the first floor;
                                    2 spaces for every 1,000 square feet above
                                    the street level
================================================================================

      We are not experts in the interpretation of complex zoning ordinances but
the current development of the subject appears to be a legal use based on our
review of public information. We know of no deed restrictions, private or
public, that further limit the subject property's use. Deed restrictions are a
legal matter and only a title examination by an attorney or title company can
usually uncover such restrictive covenants. Thus, we recommend a title search to
determine if any such restrictions do exist.

================================================================================


                                      -49-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
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<PAGE>

                                                            HIGHEST AND BEST USE
================================================================================

      According to The Dictionary of Real Estate Appraisal, Third Edition
(1993), a publication of the Appraisal Institute (formerly the American
Institute of Real Estate Appraisers), the highest and best use of real property
is defined as:

      1.    The reasonable and probable use that supports the highest present
            value of vacant land or improved property, as defined, as of the
            date of the appraisal.
      2.    The reasonably probable and legal use of land or sites as though
            vacant, found to be physically possible, appropriately supported,
            financially feasible, and that results in the highest present land
            value.
      3.    The most profitable use.

      We evaluated the site's highest and best use both as currently improved
and as if vacant since the highest and best use of the land can be different
from that of the property (land plus improvements). The existing use will
continue, however, until the value of the underlying land, at its highest and
best use, exceeds the total value of the property as currently utilized. In each
case, whether as vacant land or as improved, the highest and best use of the
real estate must meet four criteria. The use must be (1) physically possible,
(2) legally permissible, (3) financially feasible, and (4) maximally productive.

The Subject Site - As Vacant

      As noted in our description of the subject site, the land's size and shape
are conducive to a variety of developments. All utilities necessary for
development are in place and the soil is assumed to have sufficient load-bearing
capacity to support most types of structures. The site is generally level in
topography and presents good visibility and accessibility.

      Compatibility with existing surrounding land uses is also an important
physical consideration for a harmonious development. Our discussion of the
immediate neighborhood of the subject site indicates an area predominated by the
retail commercial land uses on the major commercial thoroughfares but with
residential land uses on surrounding streets. Thus, from a physical perspective,
a variety of uses would be a possible homogeneous use of the land.

      Legal restrictions, as they apply to the subject site, are private
restrictions of deed and the public restrictions of zoning. As noted, the
subject is zoned for shopping center use. There are no private restrictions
which are known to adversely affect the utilization of the land. Thus,
commercial utilization of this site is legally permissible.

      After analyzing the physically possible and legally permissible aspects of
the site, the highest and best use must be considered in light of financial
feasibility and maximum productivity. For a potential use to be seriously
considered, it must have the potential to provide a sufficient return to attract
investment capital over alternative forms of investment. A positive net income
or acceptable rate of return would indicate that a use is financially feasible.
Among the financially feasible uses, the use that provides the highest rate of
return is the highest and best use.

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                                      -50-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
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<PAGE>

                                                            Highest and Best Use
================================================================================

      The subject has been developed as a super regional outlet mall. This
location has attracted national and regional anchor tenants as well as
considerable interest from other local and national tenants. The rent levels
which are being negotiated are sufficient to support development. The site lies
near an interchange of Interstate 95 in a densely populated neighborhood with
income levels that are higher than regional averages.

      As compared to many other types of development, lenders are more willing
to underwrite retail development. It is, therefore, our conclusion that, as a
vacant site, the current highest and best use of this land is for retail
development.

The Subject Site - As Improved

      The subject site is improved with a 1,375,905+/-square foot super regional
outlet mall which was constructed in 1989 and which is undergoing new
construction and renovation. The improvements are in good overall condition and
offer to the market functional and attractively designed retail space.

      As previously stated, we are not experts in the interpretation of complex
zoning ordinances. However, based upon our review of public information, it
appears that the current use and development of the subject have been accepted
by the local zoning officials. Thus, a retail utilization for the subject site,
as improved, is legally permissible.

      On a financial basis, market evidence indicates that there is a continued
demand for physically sound retail properties affording functional utility. The
value of a property like the subject on an improved basis is greater than that
of the site as vacant. It is, therefore, our conclusion that, on an improved
basis, the highest and best use is for the existing retail use. In our opinion,
such a use would yield to ownership the largest return over the longest period
of time.

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                                      -51-
                                                             CUSHMAN &
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<PAGE>

                                                               VALUATION PROCESS
================================================================================

      There are three conventional approaches to real estate valuation, namely;
Cost, Income Capitalization and Sales Comparison. The Cost Approach renders an
estimate of value based upon the price of obtaining a site and constructing
improvements, both with equal desirability and utility as that of the subject
property. The Income Capitalization Approach renders an estimate of value based
upon the present worth of the potential benefits derived from ownership of the
subject property. The Sales Comparison Approach renders an estimate of value
based upon the competitive prices at which an equally desirable substitute
property can be acquired in the open market.

      Due to the age of the existing improvements and the resulting subjectivity
in the estimation of the total accrued depreciation inherent in them, the Cost
Approach was not considered applicable to the valuation of the subject property.
Because real property such as the subject is regularly bought and sold in the
open market, the Income Capitalization and Sales Comparison Approaches are felt
to be most germane to this valuation. The strengths and weaknesses of each
approach toward the valuation of the subject property are then reviewed. The
valuation analysis concludes with a reconciliation of the outstanding
differences between the two approaches and a final estimate of value of the
subject property is rendered

================================================================================


                                      -52-
                                                             CUSHMAN &
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<PAGE>

                                                       SALES COMPARISON APPROACH
================================================================================

Methodology Upon Completion and at Stabilization

      The Sales Comparison Approach provides an estimate of market value by
comparing recent sales of similar properties in the surrounding or competing
area to the subject property. Inherent in this approach is the principle of
substitution, which holds that, when a property is replaceable in the market,
its value tends to be set at the cost of acquiring an equally desirable
substitute property, assuming that no costly delay is encountered in making the
substitution.

      By analyzing sales that qualify as arms-length transactions between
willing and knowledgeable buyers and sellers, market value and price trends can
be identified. Comparability in physical, locational, and economic
characteristics is an important criterion when comparing sales to the subject
property. The basic steps involved in the application of this approach are as
follows:

      1.    Research recent, relevant property sales and current offerings
            throughout the competitive marketplace;

      2.    Select and analyze properties considered most similar to the
            subject, giving consideration to the time of sale, change in
            economic conditions which may have occurred since date of sale, and
            other physical, functional, or locational factors;

      3.    Identify sales which include favorable financing and calculate the
            cash equivalent price; and

      4.    Reduce the sale prices to a common unit of comparison, such as price
            per square foot of gross leasable area sold;

      5.    Make appropriate adjustments between the comparable properties and
            the property appraised;

      6.    Interpret the adjusted sales data and draw a logical value
            conclusion.

      The most widely-used, market-oriented units of comparison for properties
such as the subject are the sale price per square foot of gross leasable area
(GLA) purchased, and the overall capitalization rate extracted from the sale.

Market Overview

      The typical purchaser of properties of the subject's caliber includes both
foreign and domestic insurance companies, large retail developers, pension
funds, and real estate investment trusts (REIT's). The large capital
requirements necessary to participate in this market and the expertise demanded
to successfully operate an investment of this type, both limit the number of
active participants and, at the same time, expand the geographic boundaries of
the marketplace to include the international arena. Due to the relatively small
number of market participants and the moderate amount of quality product
available in the current marketplace, strong demand exists for the nation's
quality retail developments.

================================================================================


                                      -53-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                                       Sales Comparison Approach
================================================================================

      Most institutional grade retail properties are existing, seasoned centers
with good inflation protection. These centers offer stability in income and are
strongly positioned to the extent that they are formidable barriers to new
competition. They tend to be characterized as having three to five department
store anchors, most of which are dominant in the market. Mall shop sales are at
least $300 per square foot and the trade area offers good growth potential in
terms of population and income levels. Equally important are centers which offer
good upside potential after face-lifting, renovations, or expansion. With new
construction down substantially, owners have accelerated their renovation and
remerchandising programs. Little competition from over-building is likely in
most mature markets within which these centers are located. Environmental
concerns and "no-growth" mentalities in communities continue to be serious
impediments to new retail developments.

      Over the past 18+/- months, we have seen real estate investment return to
favor as an important part of many institutional investors' diversified
portfolios. Banks are aggressively competing for business, trying to regain
market share lost to Wall Street, while the more secure life insurance companies
are also reentering the market. The re-emergence of real estate investment
trusts (REITs) has helped to provide liquidity within the real estate market,
pushing demand for well-tenanted, quality property, particularly regional malls.
Currently, REITs are one of the most active segments of the industry and are
particularly attractive to institutional investors due to their liquidity.
However, overbuilding in the retail industry has resulted in the highest GLA per
capita ever (19 square feet per person). As a consequence, institutional
investors are more selective than ever with their underwriting criteria. Many
investors are even shunning further retail investment at this time, content that
their portfolios have a sufficient weighting in this segment.

      The market for dominant Class A institutional quality malls is tight, as
characterized by the limited amount of good quality product available. It is the
overwhelming consensus that Class A property would trade in the 7.0 to 8.0
percent capitalization rate range, with rates below 7.5 percent likely limited
to the top 15 to 20 malls with sales at least $350 per square foot. Conversely,
there are many second tier and lower quality malls offered on the market at this
time. With limited demand from a much thinner market, cap rates for this class
of malls are felt to be in the much broader 9.5 to 14.0 percent range.
Reportedly, there are over 50 malls on the market currently. Pessimism about the
long term viability of many of these lower quality malls has been fueled by the
recent turmoil in the retail industry.

      To better understand where investors stand in today's marketplace, we have
surveyed active participants in the retail investment market. Based upon our
survey, the following points summarize some of the more important "hot buttons"
concerning investors:

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                                      -54-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
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<PAGE>

                                                       Sales Comparison Approach
================================================================================

      1.    Occupancy Costs - This "health ratio" measure is of fundamental
            concern today. The typical range for total occupancy cost-to-sales
            ratios falls between 10.0 and 15.0 percent. With operating expenses
            growing faster than sales in many malls, this issue has become even
            more important. As a general rule of thumb, malls with sales under
            $250 per square foot generally support ratios of 10.0 to 12.0
            percent; $250 to $300 per square foot support 12.0 to 13.5 percent;
            and over $300 per square foot support 13.5 to 15.0 percent.
            Experience and research show that most tenants will resist total
            occupancy costs that exceed 15.0 to 18.0 percent of sales. However,
            ratios of upwards to 20.0 percent are not uncommon for some higher
            margin tenants. This appears to be by far the most important issue
            to an investor today. Investors are looking for long term growth in
            cash flow and want to realize this growth through real rent
            increases. High occupancy costs limit the amount of upside potential
            at lease rollovers.

      2.    Market Dominance - The mall should truly be the dominant mall in the
            market, affording it a strong barrier to entry for new competition.
            Some respondents feel this is more important than the size of the
            trade area itself.

      3.    Strong Anchor Alignment - Having at least three department stores
            (four are ideal), two of which are dominant in that market. The
            importance of the traditional department store as an anchor tenant
            has returned to favor after several years of weak performance and
            confusion as to the direction of the industry. As a general rule,
            most institutional investors would not be attracted to a two-anchor
            mall.

      4.    Dense Marketplace - Several of the institutional investors favor
            markets of 300,000 to 500,000 people or greater within a 5- to
            7-mile radius. Population growth in the trade area is also very
            important. One advisor likes to see growth 50.0 percent better than
            the U.S. average. Another investor cited that they will look at
            trade areas of 200,000+/- but, if there is no population growth
            forecasted in the market, a 50+/- basis point adjustment to the cap
            rate at the minimum is warranted.

      5.    Income Levels - Household incomes of $50,000+ which tends to be
            limited in many cases to top 50 MSA locations. Real growth with
            spreads of 200 to 300 basis points over inflation are ideal.

      6.    Good Access - Interstate access with good visibility and a location
            within or proximate to the growth path of the community.

      7.    Tenant Mix - A complimentary tenant mix is important. Mall shop
            ratios of 35+/-percent of total GLA are considered average with 75.0
            to 80.0 percent allocated to national tenants. Mall shop sales of at
            least $250 per square foot with a demonstrated positive trend in
            sales is also considered to be important.

      8.    Physical Condition - Malls that have good sight lines, an updated
            interior appearance and a physical plant in good shape are looked
            upon more favorably. While several developers are interested in
            turn-around situations, the risk associated with large capital
            infusions can add at least 200 to 300 basis points onto a cap rate.

================================================================================


                                      -55-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
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                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      9.    Environmental Issues - The impact of environmental problems cannot
            be understated. There are several investors who won't even look at a
            deal if there are any potential environmental issues no matter how
            seemingly insignificant.

      10.   Operating Covenants - Some buyers indicated that they would not be
            interested in buying a mall if the anchor store operating covenants
            were to expire over the initial holding period. Others weigh each
            situation on its own merit. If it is a dominant center with little
            likelihood of someone coming into the market with a new mall, they
            are not as concerned about the prospects of loosing a department
            store. If there is a chance of loosing an anchor, the cost of
            keeping them must be weighed against the benefit. In many of their
            malls they are finding that traditional department stores are not
            always the optimum tenant but that a category killer or other big
            box use would be a more logical choice.

      In the following section we will discuss trends which have become apparent
over the past several years involving sales of regional malls.

Regional Mall Property Sales

      Evidence has shown that mall property sales which include anchor stores
have lowered the square foot unit prices for some comparables, and have affected
investor perceptions. In our discussions with major shopping center owners and
investors, we learned that capitalization rates and underwriting criteria have
become more sensitive to the contemporary issues affecting department store
anchors. Traditionally, department stores have been an integral component of a
successful shopping center and, therefore, of similar investment quality if they
were performing satisfactorily.

      During the 1980's a number of acquisitions, hostile take-overs and
restructurings occurred in the department store industry which changed the
playing field forever. Weighted down by intolerable debt, combined with a
slumping economy and a shift in shopping patterns, the end of the decade was
marked by a number of bankruptcy filings unsurpassed in the industry's history.
Evidence of further weakening continued into 1991-1992 with filings by such
major firms as Carter Hawley Hale, P.A. Bergner & Company, and Macy's. In early
1994, Woodward & Lothrop announced their bankruptcy involving two department
store divisions that dominate the Philadelphia and Washington D.C. markets.
Recently, most of the stores were acquired by the May Department Stores Company,
effectively ending the existence of the 134 year old Wanamaker name, the
nation's oldest department store company. More recently, however, department
stores have been reporting a return to profitability resulting from increased
operating economies and higher sales volumes. Sears, once marked by many for
extinction, has more recently won the praise of analysts. Federated Department
Stores has also been acclaimed as a text book example on how to successfully
emerge from bankruptcy. They have merged with Macy's and more recently acquired
the Broadway chain to form one of the nation's largest department store
companies. The trend of continued consolidation and vulnerability of the
regional chains continues into 1996.

================================================================================


                                      -56-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
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                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      With all this in mind, investors are looking more closely at the strength
of the anchors when evaluating an acquisition. Most of our survey respondents
were of the opinion that they were indifferent to acquiring a center that
included the anchors versus stores that were independently owned if they were
good performers. However, where an acquisition includes anchor stores, the
resulting cash flow is typically segregated with the income attributed to
anchors (base plus percentage rent) analyzed at a higher cap rate then that
produced by the mall shops.

      However, more recent data suggests that investors are becoming more
troubled by the creditworthiness of the mall shops. With an increase in
bankruptcies, store closures and consolidations, we see investors looking more
closely at the strength and vulnerabilities of the in-line shops. As a result,
there has been a marked trend of increasing capitalization rates.

      Cushman & Wakefield has extensively tracked regional mall transaction
activity for several years. In this analysis we discuss sale trends since 1991.
Summary data sheets for the more recent period (1995 to 1996) are displayed on
the Following Pages. Summary information for prior years (1991 to 1994) are
maintained in our files. These sales are inclusive of good quality Class A or
B+/- properties that are dominant in their market. Also included are weaker
properties in second tier cities that have a narrower investment appeal. As
such, the mall sales presented in this analysis show a wide variety of prices on
a per unit basis, ranging from $59 per square foot up to $686 per square foot of
total GLA purchased. When expressed on the basis of mall shop GLA acquired, the
range is more broadly seen to be $93 to $686 per square foot. Alternatively, the
overall capitalization rates that can be extracted from each transaction range
from 5.60 percent to rates in excess of 11.0 percent.

      One obvious explanation for the wide unit variation is the inclusion (or
exclusion) of anchor store square footage which has the tendency to distort unit
prices for some comparables. Other sales include only mall shop area where small
space tenants have higher rents and higher retail sales per square foot. A
shopping center sale without anchors, therefore, gains all the benefits of
anchor/small space synergy without the purchase of the anchor square footage.
This drives up unit prices to over $250 per square foot, with most sales over
$300 per square foot of salable area. A brief discussion of historical trends in
mall transactions follows.

================================================================================


                                      -57-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      o     Cushman & Wakefield has researched 19 mall transactions for 1995.
            With the exception of possibly Natick Mall and Smith Haven Mall, by
            and large the quality of malls sold are lower than what has been
            shown for prior years. For example, the average transaction price
            has been slipping. In 1993, the peak year, the average deal was
            nearly $133.8 million. In 1995, it is shown to be $88.6 million
            which is even skewed upward by Natick and Smith Haven Malls which
            had a combined price of $486.0 million. The average price per square
            foot of total GLA sold is calculated to be $193 per square foot. The
            range in values of mall GLA sold are $93 to $686 with an average of
            $285 per square foot. The upper end of the range is formed by Queens
            Center with mall shop sales of nearly $700 per square foot.
            Characteristics of these lesser quality malls would be higher
            initial capitalization rates. The range for these transactions is
            7.25 to 11.10 percent with a mean of 9.13 percent. Most market
            participants indicated that continued turmoil in the retail industry
            will force cap rates to move higher.

      o     1996 has been the most active year in recent times in terms of
            transactions. REIT's have far and away been the most active buyers.
            We believe this increase in activity is a result of a combination of
            dynamics. The liquidity of REIT's as well as the availability of
            capital has made acquisitions much easier. In addition, sellers have
            become much more realistic in there pricing, recognizing that the
            long term viability of a regional mall requires large infusions of
            capital. The 26 transactions we have tracked range in size from
            approximately $22.2 million to $266.0 million. The malls sold also
            run the gamut of quality ranging from several secondary properties
            in small markets to such higher profile properties as Old Orchard
            Shopping Center in Chicago and South Park Mall in Charlotte. Sale
            prices per SF of mall shop GLA range from $126 to $534 with a mean
            of $242. REIT's primary focus on initial return with their
            underwriting centered on in place income. As such, capitalization
            rates ranged from 7.0 percent to 12.0 percent with a mean of 9.35
            percent.

================================================================================


                                      -58-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
REGIONAL MALL SALES                                                                                                             1995
1995 Transaction Chart
Cushman & Wakefield, Inc.
====================================================================================================================================
 Sale                            Sale       Year                            Total        Sold        Shop      Shop        Occu- 
  No.  Property/Location         Date       Built       Sale Price           GLA         GLA         GLA       Ratio       pancy 
====================================================================================================================================
<S>    <C>                      <C>         <C>         <C>                <C>         <C>         <C>         <C>        <C>    
95- 1  Queens Center            Dec-95      1973/       $108,000,000       625,859     157,516     157,516     25.2%       99.0% 
       Elmhurst, NY                         90/95                                                
- ------------------------------------------------------------------------------------------------------------------------------------
95- 2  Natick Mall              Dec-95      1994        $265,000,000     1,160,733     646,733     436,733     37.6%       99.0% 
       Natick, MA                         (redevel.)                                             
- ------------------------------------------------------------------------------------------------------------------------------------
95- 3  Ridgedale Center         Dec-95      1974/       $114,500,000     1,040,285     334,937     334,937     32.2%       97.0% 
       Minnetonka, MN                       82/93                                                
- ------------------------------------------------------------------------------------------------------------------------------------
95- 4  Southland Mall           Dec-95      1970/       $ 82,500,000       902,000     318,606     318,606     35.3%       93.0% 
       Taylor, MI                           88/92                                                
- ------------------------------------------------------------------------------------------------------------------------------------
95- 5  Smith Haven Mall         Dec-95      1969/       $221,000,000     1,351,913     813,786     505,626     37.4%       93.0% 
       Lake Grove, NY                       86                                                   
- ------------------------------------------------------------------------------------------------------------------------------------
95- 6  Capltola Mall            Dec-95      1977/       $ 52,500,000       577,396     577,396     197,396     34.2%       92.0% 
(1)    Capitola, CA                         88                                                   
- ------------------------------------------------------------------------------------------------------------------------------------
95- 7  Eastview Mall            Oct.95      1971/       $126,850,000     1,309,488     534,458     534,458     40.8%       88.0% 
(2)    Victor, NY                           95                                                   
- ------------------------------------------------------------------------------------------------------------------------------------
95- 8  Centre at Salisbury      Aug-95      1990        $ 78,000,000       884,825     744,825     278,915     31.5%       89.0% 
       Salisbury, MD                                                                             
- ------------------------------------------------------------------------------------------------------------------------------------
95- 9  Colonial Park Mall       Jul-95      1960/       $ 46,500,000       736,177     380,944     242,766     33.0%       96.0% 
       Harrisburg, PA                       90                                                   
- ------------------------------------------------------------------------------------------------------------------------------------
95-10  Piedmont Mall            Jul-95      1983/       $ 39,000,000       534,135     409,135     188,049     35.2%       --    
       Darwille, VA                         84                                                   
- ------------------------------------------------------------------------------------------------------------------------------------
95-11  River Oaks Center        Jul-95      1978/       $ 26,200,000       574,657     493,791     219,099     38.1%       --    
       Decatur, AL                          89                                                   
- ------------------------------------------------------------------------------------------------------------------------------------
95-12  Columbia Mall            Jul-95      1988        $ 27,650,000       351,364     351,364     128,024     36.4%       96.0% 
       Bloomsberg, PA                                                                            
- ------------------------------------------------------------------------------------------------------------------------------------
95-13  Hot Springs Mall         Jun-95      1982        $ 22,775,000       389,914     318,033     156,000     40.0%       83.0% 
       Hot Springs. AR                                                                           
- ------------------------------------------------------------------------------------------------------------------------------------
95-14  Westgate Mall            May-95      1960/       $ 43,000,000       649,185     448,268     253,993     39.1%       77.9% 
       San Jose, CA                         89                                                   
- ------------------------------------------------------------------------------------------------------------------------------------
95-15  Silver City Galleria     Apr.95      1992        $159,106,000     1,005,595     749,595     349,107     34.7%       96.0% 
       East Taunton, MA                                                                          
- ------------------------------------------------------------------------------------------------------------------------------------
95-16  Westgate Mall            Apr-95      1975        $ 25,300,000       768,000     449,974     272,630     35.5%       85.0% 
       Spartanburg, SC                                                                           
- ------------------------------------------------------------------------------------------------------------------------------------
95-17  Hanover Mall             Jan-95      1971/       $ 38,000,000       649,130     649,130     298,531     46.0%       90.0% 
       Hanover, MA                          93                                                   
- ------------------------------------------------------------------------------------------------------------------------------------
95-18  Greanbrier Mall          Jan-95      1981        $ 84,700,000       774,201     594,201     318,595     41.2%       96.0% 
       Chesapeake, VA                                                                            
- ------------------------------------------------------------------------------------------------------------------------------------
95-19  Galleria at Tyler        Jan-95      1970/       $123,750,000     1,044,536     431,640     411,640     39.4%       86.0% 
(3)    Riverside, CA                        91                                                   
====================================================================================================================================
       Survey Low:                                      $ 22,775,000       351,364     l57,516     128,024     25.2%       77.9% 
                                                                                                 
       Survey High:                                     $265,000,000     1,351,913     813,786     534,458     46.0%       99.0% 
- ------------------------------------------------------------------------------------------------------------------------------------
       Survey Mean:                                     $ 88,649,000       806,800     494,965     294,875     36.5%       91.5% 
====================================================================================================================================

<CAPTION>

====================================================================================================================================
                                                                   Capitalization Rates              Unit Rate Comparison
                                                                   --------------------              ---------------------
 Sale                          Shop                                Going-In    Terminal              Price/GLA  Price/Mall   Sales
  No.  Property/Location     Sales/Net       NOI         NOI/sf      OAR          OAR       IRR      Purchased   Shop GLA   Multiple
====================================================================================================================================
<S>    <C>                      <C>         <C>         <C>                <C>         <C>         <C>         <C>        <C>    
95- 1  Queens Center           $686      $10,487,000     $66.58      9.71%       --        --          $686        $686        1.00
       Elmhurst, NY            
- ------------------------------------------------------------------------------------------------------------------------------------
95- 2  Natick Mall             $416      $21,311.000     $32.95      8.04%       8.00%     10.75%      $410        $607        1.46
       Natick, MA              
- ------------------------------------------------------------------------------------------------------------------------------------
95- 3  Ridgedale Center        $339      $ 8,938,100     $26.68      7.80%       --        11.00%      $342        $342        1.01
       Minnetonka, MN          
- ------------------------------------------------------------------------------------------------------------------------------------
95- 4  Southland Mall          $261      $ 7,143.200     $22.42      8.66%       --        11.75%      $259        $259        0.99
       Taylor, MI              
- ------------------------------------------------------------------------------------------------------------------------------------
95- 5  Smith Haven Mall        $425      $17,127.500     $21.05      7.75%       8.25%     11.10%      $272        $437        1.03
       Lake Grove, NY          
- ------------------------------------------------------------------------------------------------------------------------------------
95- 6  Capltola Mall           $262      $ 4,987.500     $ 8.64      9.50%       --        --          $ 91        $266        1.02
(1)    Capitola, CA            
- ------------------------------------------------------------------------------------------------------------------------------------
95- 7  Eastview Mall           $290      $ 9,200.000     $17.21      7.25%       --        12.00%      $237        $237        0.82
(2)    Victor, NY              
- ------------------------------------------------------------------------------------------------------------------------------------
95- 8  Centre at Salisbury     $257      $ 7,020,000     $ 9.43      9.00%       --        --          $105        $280        1.09
       Salisbury, MD           
- ------------------------------------------------------------------------------------------------------------------------------------
95- 9  Colonial Park Mall      $275      $ 4,417.500     $11.60      9.50%       --        --          $122        $192        0.70
       Harrisburg, PA          
- ------------------------------------------------------------------------------------------------------------------------------------
95-10  Piedmont Mall           $250      $ 3,600.000     $ 8.80      9.23%       --        --          $ 95        $207        0.83
       Darwille, VA            
- ------------------------------------------------------------------------------------------------------------------------------------
95-11  River Oaks Center       $200      $ 2,908.200     $ 5.89     11.10%       --        --          $ 53        $120        0.60
       Decatur, AL             
- ------------------------------------------------------------------------------------------------------------------------------------
95-12  Columbia Mall           $165      $ 2,958.500     $ 8.42     10.70%       --        --          $ 79        $216        1.31
       Bloomsberg, PA          
- ------------------------------------------------------------------------------------------------------------------------------------
95-13  Hot Springs Mall        $240      $ 2,277.500     $ 7.16     10.00%       --        --          $ 72        $146        0.61
       Hot Springs. AR         
- ------------------------------------------------------------------------------------------------------------------------------------
95-14  Westgate Mall           $191      $ 4,096,457     $ 9.14      9.53%       --        --          $ 96        $169        0.89
       San Jose, CA            
- ------------------------------------------------------------------------------------------------------------------------------------
95-15  Silver City Galleria    $290      $13,219.000     $17.63      8.31%       8.00%     11.00%      $212        $456        1.57
       East Taunton, MA        
- ------------------------------------------------------------------------------------------------------------------------------------
95-16  Westgate Mall           $240      $ 2,403.500     $ 5.34      9.50%       --        --          $ 56        $ 93        0.39
       Spartanburg, SC         
- ------------------------------------------------------------------------------------------------------------------------------------
95-17  Hanover Mall            $204      $ 3,811,400     $ 5.87     10.03%       --        --          $ 59        $127        0.62
       Hanover, MA             
- ------------------------------------------------------------------------------------------------------------------------------------
95-18  Greanbrier Mall         $250      $ 6,600.000     $11.11      7.79%       8.00%     11.50%      $143        $266        1.06
       Chesapeake, VA          
- ------------------------------------------------------------------------------------------------------------------------------------
95-19  Galleria at Tyler       $244      $ 9,600,000     $22.24      7.76%       8.00%     10.50%      $287        $301        1.23
(3)    Riverside, CA           
====================================================================================================================================
       Survey Low:             $165      $ 2,277,500     $ 5.34      7.25%       8.00%     10.50%      $ 53        $ 93        0.39
                               
       Survey High:            $686      $21,311,000     $66.58     11.10%       8.25%     12.00%      $686        $686        1.57
- ------------------------------------------------------------------------------------------------------------------------------------
       Survey Mean:            $289      $ 7,479,177     $16.74      9.13%       8.05%     11.20%      $193        $284        0.96
====================================================================================================================================
</TABLE>

- ----------------
(1)   Cash equivelent price

(2)   Includes 62,770 square foot strip center

(3)   Net of allocation for excess land. Sale includes cinema


                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
REGIONAL MALL SALES                                                                                                             1996
1996 Transaction Chart
Cushman & Wakefield, Inc.
====================================================================================================================================
 Sale                                    Sale       Year    Grantor/                                             Total        Sold  
  No.     Property/Location              Date       Built   Grantee                            Sale Price         GLA         GLA   
<S>       <C>                           <C>         <C>     <C>                                <C>              <C>         <C>     
====================================================================================================================================
96- 1     Old Orchard Shopping Center   Dec-96      1958/    Zell Merritt Lynch RE Opport/      $266,000,000   1,800,000     955,752
          Skokie, Illinois                          85       Urban Shopping Centers, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
96- 2     Citicorp Package              Dec-96               Citicorp Real Estate/              $126,100,000   2,641,816     964,348
          1) Buenaventura Mall                      1964/    The Macerich Company
             Ventura, California                    85
          2) Fresno Fashion Fair                    1970
             Fresno, California
          3) Huntington Center Mall                 1966/
             Huntington, California                 93
- ------------------------------------------------------------------------------------------------------------------------------------
96- 3     Forbes/Cohen Package          Dec-96               Forbes/Cohen Properties/           $134,000,000   1,841,236   1,036,827
          1) Westwood Mall                          1972     General Growth Properties
             Jackson, Michigan
          2) Lakeview Square                        1983
             Battle Creek, Michigan
          3) Lansing Mall                           1966/
             Lansing, Michigan                      88
- ------------------------------------------------------------------------------------------------------------------------------------
96- 4     Rimrock Mall                  Dec-96      1975     Trizec Hahn Centers/               $ 43,900,000     583,112     406,140
          Billings, MT                                       The Macerich Company                                                   
- ------------------------------------------------------------------------------------------------------------------------------------
96- 5     Vintage Falls Mall            Dec-96      1977/    Trizec Hahn Centers/               $ 74,300,000   1,052,701     811,352
          Modesto, CA                               87       The Macerich Company                                                   
- ------------------------------------------------------------------------------------------------------------------------------------
96- 6     La Cumbre Plaza               Dec-96      1967/    Trizec Hahn Centers/               $ 22,225,000     476,360     176,360
(1)       Santa Barbara, California                 88       Taubman Realty Group, LP                                               
- ------------------------------------------------------------------------------------------------------------------------------------
96- 7     Valley Fair Mall              Dec-96      1970/    Safco/                             $ 35,000,000     608,000     608,000
          West Valley City, Utah                    88       Excel Realty Trust, Inc.                                               
- ------------------------------------------------------------------------------------------------------------------------------------
96- 8     Quall Springs Mall            Nov-96      1981     Equitable Life Assurance Society/  $ 47,345,700   1,016,909     329.056
(2)       Oklahoma City, Oklahoma                            General Growth Properties, Inc                                         
- ------------------------------------------------------------------------------------------------------------------------------------
96- 9     St. Clair Square              Nov-96      1974/    Prudential Property Companies/     $ 66,400,000   1,044,781     307,791
(2)       Fairvew Heights, IL                       83       CBL & Associates                                                       
- ------------------------------------------------------------------------------------------------------------------------------------
96-10     South Park Mall               Nov-96      1970     BAC, Inc (Belk Brothers Prop.)/    $153,000,000   1,142,345     353,003
          Charlotte, North Carolina                          HRE Charlotte, Inc.                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
96-11     Sooner Mall                   Nov-96      1976/    Equitable Life Assurance Society/  $ 26,775.000     503,891     367,482
          Norman, Oklahoma                          89       Generel Growlh Properties, Inc.                                        
- ------------------------------------------------------------------------------------------------------------------------------------
96-12     Park Mall                     Oct-96      1974     Kivel Realty Investments/          $ 49,950,000     909,000     489,000
          Tucson. Arizona                                    General Growth Properties, Inc.                                        
- ------------------------------------------------------------------------------------------------------------------------------------
96-13     Valley View Center            Oct-96      1973/    LaSalle Street Fund/               $ 85,500,000   1,567,000     729,481
          Dallas, TX                                83/96    The Macerich Conrpany                                                  
- ------------------------------------------------------------------------------------------------------------------------------------
96-14     The Mall At Johnson City      Oct-96      1971/    Johnson City Mall Assoc./          $ 42,750,000     557,715     557,715
(3)       Johnson City, Tennessee                   1981     Glimcher Realty Trust                                                  
- ------------------------------------------------------------------------------------------------------------------------------------
96-15     Briarcliffe Mall              Jul-96      1986/    Briarcliffe Mall Ltd Partnership/  $ 42,200,000     488,426     460,426
          Myrtle Beach. South Carolina              94       Colonial Properties Trust                                              
- ------------------------------------------------------------------------------------------------------------------------------------
96-16     Fairlane Town Center          Jul-96      1978     Pacific Telesis Pension Trust/     $ 91,500,000   1,519,000     629,000
          Dearborn, Michigan                                 Taubman Realty                                                         
- ------------------------------------------------------------------------------------------------------------------------------------
96-17     Paseo Nuevo Center            Jun-96      1990     JMB Realty Corpi.                  $ 37,000,000     434,831     136,841
          Santa Barbara, California                          Taubman Realty
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                         
====================================================================================================================================
                                         Mall     Mall                Mall                               
 Sale                                    Shop     Shop    Occu-       Shop                               
  No.     Property/Location              GLA      Ratio   pancy     Sales/Net    NOI           NOI/sf    
====================================================================================================================================
96- 1     Old Orchard Shopping Center   550,000   30.8%   88.0%       $350    $21,546,000    $22.54      
          Skokie, Illinois              
- ------------------------------------------------------------------------------------------------------------------------------------
96- 2     Citicorp Package              829,938   31.4%   --          $260    $13,135,500    $13.62      
          1) Buenaventura Mall          
             Ventura, California        
          2) Fresno Fashion Fair        
             Fresno, California
          3) Huntington Center Mall     
             Huntington, California     
- ------------------------------------------------------------------------------------------------------------------------------------
96- 3     Forbes/Cohen Package          699,514   38.0%   85.0%       $233    $14,070,000    $13.57      
          1) Westwood Mall              
             Jackson, Michigan
          2) Lakeview Square            
             Battle Creek, Michigan
          3) Lansing Mall               
             Lansing, Michigan          
- ------------------------------------------------------------------------------------------------------------------------------------
96- 4     Rimrock Mall                  267,840   45.9%   --          $231    $ 4,346,100    $10.70      
          Billings, MT                                                                                   
- ------------------------------------------------------------------------------------------------------------------------------------
96- 5     Vintage Falls Mall            352,352   33.5%   --          $263    $ 6,761,300    $11.06      
          Modesto, CA                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
96- 6     La Cumbre Plaza               176,360   37.0%   90.0%       $387    $ 2,667,000    $15.12      
(1)       Santa Barbara, California                                                                      
- ------------------------------------------------------------------------------------------------------------------------------------
96- 7     Valley Fair Mall              265,298   43.6%   85 0%       $250    $ 4,000,000    $ 6.58      
          West Valley City, Utah                                                                         
- ------------------------------------------------------------------------------------------------------------------------------------
96- 8     Quall Springs Mall            329,056   32.4%   77.1%       $215    $ 4,882,760    $14.84      
(2)       Oklahoma City, Oklahoma                                                                        
- ------------------------------------------------------------------------------------------------------------------------------------
96- 9     St. Clair Square              307,791   29.5%   93.7%       $330    $ 7,733,000    $25.12      
(2)       Fairvew Heights, IL                                                                            
- ------------------------------------------------------------------------------------------------------------------------------------
96-10     South Park Mall               353,003   30.9%   98.0%       $400    $10,710,000    $30.34      
          Charlotte, North Carolina                                                                      
- ------------------------------------------------------------------------------------------------------------------------------------
96-11     Sooner Mall                   198,939   39.5%   80.0%       $225    $ 2,948,969    $ 8.02      
          Norman, Oklahoma                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
96-12     Park Mall                     390,687   43.0%   85.0%       $225    $ 4,995,000    $10.21      
          Tucson. Arizona                                                                                
- ------------------------------------------------------------------------------------------------------------------------------------
96-13     Valley View Center            496,481   31.7%   --          $228    $ 7,994,250    $10.96      
          Dallas, TX                                                                                     
- ------------------------------------------------------------------------------------------------------------------------------------
96-14     The Mall At Johnson City      223,110   40.0%   81.0%       $236    $ 4,338,750    $ 7.78      
(3)       Johnson City, Tennessee                                                                        
- ------------------------------------------------------------------------------------------------------------------------------------
96-15     Briarcliffe Mall              235,544   48.2%   95.0%       $225    $ 4,384,580    $ 9.52      
          Myrtle Beach. South Carolina                                                                   
- ------------------------------------------------------------------------------------------------------------------------------------
96-16     Fairlane Town Center          629,000   41.4%   90.0%       $275    $ 7,091,250    $11.27      
          Dearborn, Michigan                                                                             
- ------------------------------------------------------------------------------------------------------------------------------------
96-17     Paseo Nuevo Center            136,841   31.5%   90.0%       $380    $ 4,070,000    $29.74      
          Santa Barbara, California     
- ------------------------------------------------------------------------------------------------------------------------------------


====================================================================================================================================
                                        Capitalization Rates              Unit Rate Comparison
                                        --------------------             ----------------------
 Sale                                   Going-In    Terminal             Price/GLA   Price/Mall   Sales
  No.     Property/Location               OAR          OAR       IRR     Purchased    Shop GLA   Multiple
====================================================================================================================================
96- 1     Old Orchard Shopping Center     8.10%      --          --         $278       $484        1.38
          Skokie, Illinois              
- ------------------------------------------------------------------------------------------------------------------------------------
96- 2     Citicorp Package               10.50%      --          --         $130       $151        0.58
          1) Buenaventura Mall          
             Ventura, California        
          2) Fresno Fashion Fair        
             Fresno, California
          3) Huntington Center Mall     
             Huntington, California     
- ------------------------------------------------------------------------------------------------------------------------------------
96- 3     Forbes/Cohen Package           10.50%      --          --         $129       $102        0.82
          1) Westwood Mall              
             Jackson, Michigan
          2) Lakeview Square            
             Battle Creek, Michigan
          3) Lansing Mall               
             Lansing, Michigan          
- ------------------------------------------------------------------------------------------------------------------------------------
96- 4     Rimrock Mall                    9.90%      --          --         $108       $164        0.71
          Billings, MT                                                                                 
- ------------------------------------------------------------------------------------------------------------------------------------
96- 5     Vintage Falls Mall              9.10%      --          --         $122       $211        0.80
          Modesto, CA                                                                                  
- ------------------------------------------------------------------------------------------------------------------------------------
96- 6     La Cumbre Plaza                12.00%      --          --         $126       $126        0.33
(1)       Santa Barbara, California                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
96- 7     Valley Fair Mall               11.43%      --          --         $ 58       $132        0.53
          West Valley City, Utah                                                                       
- ------------------------------------------------------------------------------------------------------------------------------------
96- 8     Quall Springs Mall             10.31%      --          --         $144       $144        0.67
(2)       Oklahoma City, Oklahoma                                                                      
- ------------------------------------------------------------------------------------------------------------------------------------
96- 9     St. Clair Square                8.95%      --          --         $281       $281        0.85
(2)       Fairvew Heights, IL                                                                          
- ------------------------------------------------------------------------------------------------------------------------------------
96-10     South Park Mall                 7.00%      --          --         $433       $433        1.08
          Charlotte, North Carolina                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
96-11     Sooner Mall                    11.01%      11.00%      --         $ 73       $135        0.60
          Norman, Oklahoma                                                                             
- ------------------------------------------------------------------------------------------------------------------------------------
96-12     Park Mall                      10.00%      --          --         $102       $128        0.57
          Tucson. Arizona                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
96-13     Valley View Center              9.35%      --          --         $117       $172        0.76
          Dallas, TX                                                                                   
- ------------------------------------------------------------------------------------------------------------------------------------
96-14     The Mall At Johnson City       10.15%      10.00%      11.50%     $ 77       $192        0.81
(3)       Johnson City, Tennessee                                                                      
- ------------------------------------------------------------------------------------------------------------------------------------
96-15     Briarcliffe Mall               10.39%      10.50%      14.00%     $ 92       $179        0.80
          Myrtle Beach. South Carolina                                                                 
- ------------------------------------------------------------------------------------------------------------------------------------
96-16     Fairlane Town Center            7.75%      --          --         $145       $145        0.53
          Dearborn, Michigan                                                                           
- ------------------------------------------------------------------------------------------------------------------------------------
96-17     Paseo Nuevo Center             11.00%      --          --         $270       $270        0.71
          Santa Barbara, California     
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
REGIONAL MALL SALES                                                                                                      1996
1996 Transaction Chart
Cushman & Wakefield, Inc.
====================================================================================================================================
 Sale                                    Sale       Year    Grantor/                                             Total        Sold  
  No.     Property/Location              Date       Built   Grantee                            Sale Price         GLA         GLA   
<S>       <C>                           <C>         <C>     <C>                                <C>              <C>         <C>     
====================================================================================================================================
96-18     Fashion Show Mall             Jun-96      1981/    Howard Hughes Corporation/         $164,400,000     840,000     308,000
          Las Vegas, Nevada                         93       Rouse Company                                                          
- ------------------------------------------------------------------------------------------------------------------------------------
96-19     Charlottesville Fashion Sq.   May-96      1980     Leonard Farber, Inc.               $ 37,250,000     574,953     410,300
          Charlottesville, Virginia                          Shopping Center Associates                                             
- ------------------------------------------------------------------------------------------------------------------------------------
96-20     Grand Teton Mall              Apr-98      1984/    Equitable/                         $ 34,375,000     521,048     521,048
          Idaho Fall, Idaho                         90       J.P. Realty, Inc.                                                      
- ------------------------------------------------------------------------------------------------------------------------------------
96-21     Danbury Fair Mall             Mar-96      1986/    Danbury Fair Mall Associates/      $254,000,000   1,270,146     499,868
          Danbury, Connecticut                      91       Fair Properties Inc.(Private REIT)                                     
- ------------------------------------------------------------------------------------------------------------------------------------
96-22     Charlestowne Mall             Mar-96      1991/    Charwil Associates/                $128,344,000     824,900     744,900
          St. Charles, Illinois                     93/95    Fox Properties (Private REIT)                                          
- ------------------------------------------------------------------------------------------------------------------------------------
96-23     Fashion Square Sherman Oaks   Mar-98      1962/    Prudential Assurance Corp./        $125,200,000     837,147     365,000
          Sherman Oaks, California                  90       City Freeholds                                                         
- ------------------------------------------------------------------------------------------------------------------------------------
96-24     Regency Square Mall           Feb-96      1967/    N. American Properly Unit Tr./     $119,200,000   1,341,631     530,000
          Jacksonville, Florida                     93       MEPC PLC                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
96-25     Valley Plaza Center           Feb-98      1967/    N. American Properly Unit Tr./     $ 91,000,000   1,073,587     381,000
          Bakersfield, California                   90       MEPC PLC                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
96-26     Clearview Mall                Feb-96      1981     Metropolitan Life Inaurance/       $ 27,000,000     500,454     359,898
          Bulter, Pennsylvania                               Clearview Mall Associates                                              
====================================================================================================================================
          Survey Low:                                                                           $ 22,225,000     434,837     136,641

          Survey High:                                                                          $266,000,000   2,641,616   1,036,627
- ------------------------------------------------------------------------------------------------------------------------------------
          Survey Mean:                                                                          $ 90,058,258     998,877     509,176
====================================================================================================================================


====================================================================================================================================
                                         Mall     Mall              Mall                                 
 Sale                                    Shop     Shop    Occu-     Shop                                 
  No.     Property/Location              GLA      Ratio   pancy   Sales/Net      NOI           NOI/sf    
====================================================================================================================================
96-18     Fashion Show Mall             308,000   36.7%   93.0%       $455    $12,330,000     $40.03     
          Las Vegas, Nevada                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
96-19     Charlottesville Fashion Sq.   193,800   33.1%   95.0%       $275    $ 3,445,600     $ 8.40     
          Charlottesville, Virginia                                                                      
- ------------------------------------------------------------------------------------------------------------------------------------
96-20     Grand Teton Mall              198,958   38.2%   95.7%       $234    $ 3,550,000     $ 6.81     
          Idaho Fall, Idaho                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
96-21     Danbury Fair Mall             499,868   39.4%   90.0%       $400    $17,780,000     $35.57     
          Danbury, Connecticut                                                                           
- ------------------------------------------------------------------------------------------------------------------------------------
96-22     Charlestowne Mall             315,297   38.2%   85.0%       $220    $ 9,500,000     $12.75     
          St. Charles, Illinois                                                                          
- ------------------------------------------------------------------------------------------------------------------------------------
96-23     Fashion Square Sherman Oaks   365,000   43.6%   90.0%       $300    $10,625,000     $29.11     
          Sherman Oaks, California                                                                       
- ------------------------------------------------------------------------------------------------------------------------------------
96-24     Regency Square Mall           530,000   39.5%   96.0%       $260    $ 9,178,400     $17.32     
          Jacksonville, Florida                                                                          
- ------------------------------------------------------------------------------------------------------------------------------------
96-25     Valley Plaza Center           381,000   35.5%   98.0%       $250    $ 6,643,000     $17.44     
          Bakersfield, California                                                                        
- ------------------------------------------------------------------------------------------------------------------------------------
96-26     Clearview Mall                198,884   39.7%   94.0%       $206    $ 2,881,100     $ 8.01     
          Bulter, Pennsylvania                                                                           
====================================================================================================================================
          Survey Low:                   136,841   29.5%   77.1%       $206    $ 2,687,000     $ 8.58     

          Survey High:                  829,938   48.2%   98.0%       $455    $21,546,000     $40.03     
- ------------------------------------------------------------------------------------------------------------------------------------
          Survey Mean:                  362,783   37.4%   89.8%       $281    $ 7,754,137     $16.40     
====================================================================================================================================


====================================================================================================================================
                                        Capitalization Rates              Unit Rate Comparison
                                        --------------------             ----------------------
 Sale                                   Going-In    Terminal             Price/GLA   Price/Mall   Sales
  No.     Property/Location               OAR          OAR       IRR     Purchased    Shop GLA   Multiple
====================================================================================================================================
96-18     Fashion Show Mall                7.50%      --          --         $534       $534       1.17
          Las Vegas, Nevada                                                                            
- ------------------------------------------------------------------------------------------------------------------------------------
96-19     Charlottesville Fashion Sq.      9.25%      --          --         $ 91       $192       0.70
          Charlottesville, Virginia                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
96-20     Grand Teton Mall                10.33%      --          --         $ 66       $173       0.74
          Idaho Fall, Idaho                                                                            
- ------------------------------------------------------------------------------------------------------------------------------------
96-21     Danbury Fair Mall                7.00%      --          12.00%     $508       $508       1.27
          Danbury, Connecticut                                                                         
- ------------------------------------------------------------------------------------------------------------------------------------
96-22     Charlestowne Mall                7.52%      --          12.00%     $170       $401       1.82
          St. Charles, Illinois                                                                        
- ------------------------------------------------------------------------------------------------------------------------------------
96-23     Fashion Square Sherman Oaks      8.50%      --          10.60%     $342       $342       1.14
          Sherman Oaks, California                                                                     
- ------------------------------------------------------------------------------------------------------------------------------------
96-24     Regency Square Mall              7.70%      --          --         $225       $225       0.87
          Jacksonville, Florida                                                                        
- ------------------------------------------------------------------------------------------------------------------------------------
96-25     Valley Plaza Center              7.30%      --          --         $239       $239       0.96
          Bakersfield, California                                                                      
- ------------------------------------------------------------------------------------------------------------------------------------
96-26     Clearview Mall                  10.67%      --          --         $ 75       $136       0.86
          Bulter, Pennsylvania                                                                         
====================================================================================================================================
          Survey Low:                      7.00%      10.00%      10.60%     $ 58       $126       0.33

          Survey High:                    12.00%      11.00%      14.00%     $534       $534       1.82
- ------------------------------------------------------------------------------------------------------------------------------------
          Survey Mean:                     9.35%      10.50%      12.02%     $190       $242       0.84
====================================================================================================================================
</TABLE>

- ----------------
(1)   Reflects sale of leashold estate with 32 years remaining on ground lease

(2)   Adjusted to reflect 100% interest.

(3)   Actual sales price of $44.5 million adjusted to reflect free rent


                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      While these unit prices implicitly contain both the physical and economic
factors affecting the real estate, the statistics do not explicitly convey many
of the details surrounding a specific property. Thus, this single index to the
valuation of the subject property has limited direct application. The price per
square foot of mall shop GLA acquired yields one common form of comparison.
However, this can be distorted if anchor and/or other major tenants generate a
significant amount of income. Chart A, following, shows this relationship along
with other selected indices.

================================================================================
                                    CHART A *
                            Selected Average Indices
================================================================================
Transaction   Price/SF Range **     Price/SF Range       Sales    Capitalization
   Year       of Total GLA/Mean  of Mall Shop GLA/Mean  Multiple       Rates
================================================================================
   1991        $156 - $556            $203 - $556        1.17          6.44%
                  $282                   $357
- --------------------------------------------------------------------------------
   1992        $136 - $511            $226 - $511        1.07          7.31%
                  $259                   $320
- --------------------------------------------------------------------------------
   1993        $ 73 - $471            $173 - $647        1.15          7.92%
                  $242                   $363
- --------------------------------------------------------------------------------
   1994        $ 83 - $378            $129 - $502        0.96          8.37%
                  $197                   $288
- --------------------------------------------------------------------------------
   1995        $ 53 - $686            $ 93 - $686        0.96          9.13%
                  $193                   $284
- --------------------------------------------------------------------------------
   1996        $ 58 - $534            $126 - $534        0.84          9.35%
                  $190                   $242
================================================================================
*     Includes all transactions for particular year

**    Based on total GLA acquired
================================================================================

      The chart above shows that the annual average price per square foot of
total GLA acquired has ranged from $190 to $282 per square foot. A declining
trend has been in evidence as cap rates have risen. As discussed, one of the
factors which may influence the unit rate is whether or not anchor stores are
included in the total GLA which is transferred. Thus, a further refinement can
be made between those malls which have transferred with anchor space and those
which have included only mall GLA. The price per square foot of mall shop GLA
has declined from a high of $357 per square foot in 1991 to $242 per square foot
in 1996. In order to gain a better perspective into this measure, we can isolate
only those sales which involved a transfer of the mall shop GLA. Chart B,
following, makes this distinction. We have displayed only the more recent
transactions (1995-1996).

================================================================================


                                      -62-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

================================================================================
                                     CHART B
                          Regional Mall Sales Involving
                              Mall Shop Space Only
================================================================================
               1995                                         1996
- --------------------------------------------------------------------------------
 Sale          Unit          NOI              Sale          Unit        NOI Per
 No.           Rate         Per SF            No.           Rate          SF 
================================================================================
95- 1          $686         $66.58           96- 6         $126         $15.12
- --------------------------------------------------------------------------------
95- 3          $342         $26.68           96- 8         $144         $14.84
- --------------------------------------------------------------------------------
95- 4          $259         $22.42           96- 9         $281         $25.12
- --------------------------------------------------------------------------------
95- 7          $237         $17.21           96-10         $433         $30.34
- --------------------------------------------------------------------------------
                                             96-16         $145         $11.27
- --------------------------------------------------------------------------------
                                             96-17         $270         $29.74
- --------------------------------------------------------------------------------
                                             96-18         $534         $40.03
- --------------------------------------------------------------------------------
                                             96-21         $508         $35.57
- --------------------------------------------------------------------------------
                                             96-23         $342         $29.11
- --------------------------------------------------------------------------------
                                             96-24         $225         $17.32
- --------------------------------------------------------------------------------
                                             96-25         $239         $17.44
================================================================================
Mean           $381         $33.22                         $295         $24.17
================================================================================

      From the above we see that the mean unit rate for sales involving mall
shop GLA only has ranged from approximately $126 to $686 per square foot with
yearly averages of $295 and $381 per square foot for the most recent two year
period. We recognized that these averages may be skewed somewhat by the size of
the sample, particularly in 1995.

      Alternately, where anchor store GLA has been included in the sale, the
unit rate is shown to range widely from $53 to $410 per square foot of salable
area, indicating a mean of $143 per square foot in 1995, and only $113 per
square foot in 1996. Chart C, following, depicts these data.

================================================================================


                                      -63-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

================================================================================
                                     CHART C
                          Regional Mall Sales Involving
                            Mall Shops and Anchor GLA
================================================================================
Sale           Unit           NOI            Sale           Unit           NOI
 No.           Rate          Per SF           No.           Rate          Per SF
================================================================================
95- 2          $410          $32.95          96- 1          $278          $22.54
- --------------------------------------------------------------------------------
95- 5          $272          $21.05          96- 2          $130          $13.62
- --------------------------------------------------------------------------------
95- 6          $ 91          $ 8.64          96- 3          $129          $13.57
- --------------------------------------------------------------------------------
95- 8          $105          $ 9.43          96- 4          $108          $10.70
- --------------------------------------------------------------------------------
95- 9          $122          $11.60          96- 5          $122          $11.06
- --------------------------------------------------------------------------------
95-10          $ 95          $ 8.80          96- 7          $ 58          $ 6.58
- --------------------------------------------------------------------------------
95-11          $ 53          $ 5.89          96-11          $ 73          $ 8.02
- --------------------------------------------------------------------------------
95-12          $ 79          $ 8.42          96-12          $102          $10.21
- --------------------------------------------------------------------------------
95-13          $ 72          $ 7.16          96-13          $117          $10.96
- --------------------------------------------------------------------------------
95-14          $ 96          $ 9.14          96-14          $ 77          $ 7.78
- --------------------------------------------------------------------------------
95-15          $212          $17.63          96-15          $ 92          $ 9.52
- --------------------------------------------------------------------------------
95-16          $ 56          $ 5.34          96-19          $ 91          $ 8.40
- --------------------------------------------------------------------------------
95-17          $ 59          $ 5.87          96-20          $ 66          $ 6.81
- --------------------------------------------------------------------------------
95-18          $143          $11.11          96-22          $170          $12.75
- --------------------------------------------------------------------------------
95-19          $287          $22.24          96-26          $ 75          $ 8.01
================================================================================
 Mean          $143          $12.35          Mean           $113          $10.70
================================================================================
*     Sale included peripheral GLA
================================================================================

Analysis of Sales

      Within Charts B and C, we have presented a summary of several transactions
involving regional and super-regional-sized retail shopping malls from which
price trends may be identified for the extraction of value parameters. These
transactions have been segregated by year of acquisition so as to lend
additional perspective on our analysis. Comparability in both physical and
economic characteristics are the most important criteria for analyzing sales in
relation to the subject property. However, it is also important to recognize the
fact that regional shopping malls are distinct entities by virtue of age and
design, visibility and accessibility, the market segmentation created by anchor
stores and tenant mix, the size and purchasing power of the particular trade
area, and competency of management. Thus, the Sales Comparison Approach, when
applied to a property such as the subject can, at best, only outline the
parameters in which the typical investor operates. The majority of these sales
transferred either on an all cash (100 percent equity) basis or its equivalent
utilizing market-based financing. Where necessary, we have adjusted the purchase
price to its cash equivalent basis for the purpose of comparison.

      As suggested, sales which include anchors typically have lower square foot
unit prices. In our discussions with major shopping center owners and investors,
we learned that capitalization rates and underwriting criteria have become more
sensitive to the contemporary issues dealing with the department store anchors.
As such, investors are looking more closely than ever at the strength of the
anchors when evaluating an acquisition.

================================================================================


                                      -64-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      As the reader shall see, we have attempted to make comparisons of the
transactions to the subject primarily along economic lines. For the most part,
the transactions have involved dominant or strong Class A centers in top 50 MSA
locations which generally have solid, expanding trade areas and good income
profiles. Some of the other transactions are in decidedly inferior second tier
locations with limited growth potential and near term vacancy problems. These
sales tend to reflect lower unit rates and higher capitalization rates.

=============================================
Application to Subject Property As Stabilized
=============================================

      Because the subject is theoretically selling both mall shop GLA and owned
department stores, we will look at the recent sales summarized in Chart C more
closely. As a basis for comparison, we will analyze the subject based upon
projected "stabilized" NOI. The FY 1999 NOI has been projected to be $21,202,666
or $15.41 per square foot, based upon 1,375,905 square feet of owned GLA after
completion of the renovation. Derivation of the subject's projected net
operating income is presented in the Income Capitalization Approach section of
this report as calculated by the Pro-Ject model. With projected NOI of $15.41
per square foot, the subject falls at the high end of the range exhibited by
most of the comparable sales.

      Since the income that an asset will produce has direct bearing on the
price that a purchaser is willing to pay, it is obvious that a unit price which
falls at the high end of the range indicated by the comparables would be
applicable to the subject. The subject's anticipated net income can be initially
compared to the composite mean of the annual transactions in order to place the
subject in a frame of reference. This is shown on the following chart.

================================================================================
      Sales              Mean                Subject              Subject
      Year               NOI                 Forecast              Ratio
================================================================================
      1991              $14.25                $15.41               108.1%
- --------------------------------------------------------------------------------
      1992              $16.01                $15.41                96.3%
- --------------------------------------------------------------------------------
      1993              $15.51                $15.41                99.4%
- --------------------------------------------------------------------------------
      1994              $15.62                $15.41                98.7%
- --------------------------------------------------------------------------------
      1995              $12.35                $15.41               124.8%
- --------------------------------------------------------------------------------
      1996              $10.70                $15.41               144.0%
================================================================================

      With first year stabilized NOI forecasted at approximately 96.3 to 144.0
percent of the mean of these sales in each year, the unit price which the
subject property would command should be expected to fall within a relative
range.

================================================================================


                                      -65-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

Net Income Multiplier Method

      Many of the comparables were bought on expected income, not gross leasable
area, making unit prices a somewhat subjective reflection of investment behavior
regarding regional malls. In order to quantify the appropriate adjustments to
the indicated per square foot unit values, we have compared the subject's first
year pro forma net operating income to the pro forma income of the individual
sale properties. In our opinion, a buyer's criteria for the purchase of a retail
property is predicated primarily on the property's income characteristics. Thus,
we have identified a relationship between the net operating income and the sales
price of the property. Typically, a higher net operating income per square foot
corresponds to a higher sales price per square foot. Therefore, this adjustment
incorporates factors such as location, tenant mix, rent levels, operating
characteristics, and building quality.

      Provided below, we have extracted the net income multiplier from each of
the improved sales. We have included only the more recent sales data (1996)
which had net operating incomes of approximately $10.00 per square foot or
higher. The equation for the net income multiplier (NIM), which is the inverse
of the equation for the capitalization rate (OAR), is calculated as follows:

      NIM   =     Sales Price
                  Net Operating Income

================================================================================
                        Net Income Multiplier Calculation
================================================================================
                                                           = Net Income
      Sale No.           Price/SF         + NOI/SF          Multiplier
================================================================================
       96-1               $278            $22.54              12.33
- --------------------------------------------------------------------------------
       96-4               $108            $10.70              10.09
- --------------------------------------------------------------------------------
       96-5               $122            $11.06              11.03
- --------------------------------------------------------------------------------
       96-12              $102            $10.21               9.99
- --------------------------------------------------------------------------------
       96-13              $117            $10.96              10.68
- --------------------------------------------------------------------------------
       96-19               $91            $8.40               10.83
================================================================================
       Mean               $136            $12.31              10.83
================================================================================

      Valuation of the subject property utilizing the net income multipliers
(NIMs) from the comparable properties accounts for the disparity of the net
operating incomes ($NOIs) per square foot between the comparables and the
subject. Within this technique, each of the adjusted NIMs are multiplied by the
$NOI per square foot of the subject, which produces an adjusted value indication
for the subject. The net operating income per square foot for the subject
property is calculated as the first year of the holding period, as detailed in
the Income Capitalization Approach section of this report.

================================================================================


                                      -66-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

================================================================================
                           Adjusted Unit Rate Summary
================================================================================
                        Subject           Net Income           Indicated
      Sale No.           NOI/SF          X Multiplier         Price = $/SF
================================================================================
       96-1              $15.41             12.33               $190.06
- --------------------------------------------------------------------------------
       96-4              $15.41             10.09               $155.44
- --------------------------------------------------------------------------------
       96-5              $15.41             11.06               $169.98
- --------------------------------------------------------------------------------
       96-12             $15.41              9.99               $153.95
- --------------------------------------------------------------------------------
       96-13             $15.41             10.68               $164.50
- --------------------------------------------------------------------------------
       96-19             $15.41             10.83               $166.83
================================================================================
       Mean              $15.41             10.83               $166.83
================================================================================

      From the process above, we see that the indicated net income multipliers
range from 9.99 to 10.83 with a mean of 10.83. The adjusted unit rates range
from $154 to $190 per square foot of owned GLA with a mean of $167 per square
foot.

      We recognize that the sale price per square foot of gross leasable area,
including land, implicitly contains both the physical and economic factors of
the value of a shopping center. Such statistics by themselves, however, do not
explicitly convey many of the details surrounding a specific income producing
property like the subject. Nonetheless, the process we have undertaken here is
an attempt to quantify the unit price based upon the subject's income producing
potential.

      Considering the characteristics of the subject relative to the above, we
believe that a unit rate range of $166 to $168 per square foot would be
appropriate for the subject As Stabilized. Applying this unit rate range to
1,375,905+/- square feet of owned GLA results in a value of approximately $228.4
million to 231.1 million for the subject as shown below.

      1,375,905 S.F.                      1,375,905 S.F.
      x         $166                      x         $168
      --------------                      --------------
        $228,400,000                        $231,150,000

==============================
Value Conclusion As Stabilized
==============================

      It is difficult to relate the subject to comparables that are in such
widely divergent markets with different cash flow characteristics. The subject
is the dominant mall in its market area and is benefited by having a good anchor
alignment, with several major tenants and specialty stores that are unique to
the region. After considering all of the available market data in conjunction
with the characteristics of the subject property, the indices of investment that
generated our value ranges are as follows:

================================================================================


                                      -67-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

           Rounded Value Estimate - Market Sales Unit Rate Comparison
                        As Stabilized as of June 1, 1998

                          $228,000,000 to $231,000,000

Rentable SF:                        1,375,905+/-
Indicated Value Per Square Foot:    $166 to $168

================
Analysis - As Is
================

      As previously noted, the subject will be undergoing substantial
remerchandising effort over the next eighteen months. Included in this will be
construction of a new 61,000 square foot movie theatre, construction of a new
20,000 square foot theme restaurant, relocation of two major tenants (Neiman
Marcus and Saks), plus fitout for three large mall tenants (Polo, Gap. and
Talbots), as well as fitout for smaller tenant spaces. Ownership estimates the
total costs for the remerchandising effort at approximately $16.4 million.

      In addition to the basic construction costs, a further adjustment would be
necessary to recognize the entrepreneurial effort necessary to bring the
property to stabilization. In the subsequent Income Capitalization Approach, we
project a stabilized yield on invested capital of approximately 11.00 percent
for the subject property. Similarly, we project a 12.00 percent yield on an As
Is basis, thereby giving the current purchaser a premium for accepting the risks
of bringing the subject property to stabilization. At a 11.00 percent yield, the
present worth of the property cash flows from the subject property is equal to
$208,000,000; at 12.00 percent, these compute to $193,000,000. The difference
between these, $15,000,000, is indicative of the economically necessary
provision for the purchaser's entrepreneurial profit to acquire an incomplete
project like the subject and to bring it to stabilization

      Deducting the $16.4 million base cost plus the $15.0 million allowance for
entrepreneurial profit from our estimated range of values As Stabilized, renders
an adjusted value range As Is as of April 16, 1997 of between $197,000,000 and
$200,000,000. The investment parameters generated by this value conclusion are
as follows:

Indicated Value Range:                    $197,000,000 - $200,000,000
Indicated Value Per Square Foot:                  $143 - $145

================================================================================


                                      -68-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  INCOME CAPITALIZATION APPROACH
================================================================================

Introduction

      The Income Approach is based upon the economic principle that the value of
a property capable of producing income is the present worth of anticipated
future net benefits. The net income projected for the property is translated
into a present value indication using the capitalization process. There are
various methods of capitalization that are based on inherent assumptions
concerning the quality, durability, and pattern of the income projection.

      Where the pattern of income is irregular due to existing leases that will
terminate at staggered, future dates, or to an absorption or stabilization
requirement on a newer development, the discounted cash flow analysis is the
most accurate.

      Discounted Cash Flow Analysis (DCF) is a method of estimating the present
worth of future cash flow expectancies by individually discounting each
anticipated collection at an appropriate discount rate. The indicated market
value by this approach is the accumulation of the present worth of future
projected years' net income (before income taxes and depreciation) and the
present worth of the reversion of the estimated property value at the end of the
projection period. The estimated value of the reversion at the end of the
projection period is based on the capitalization of the next year's projected
net income.

Discounted Cash Flow Analysis - Franklin Mills As Is

      The application of the discounted cash flow analysis (DCF) produces an
estimate of value through an economic analysis of the subject property in which
the net income generated by the asset is converted to a capital sum at an
appropriate rate. First, the revenues which a fully informed investor can expect
the subject to produce over a specified time horizon are established through an
analysis of the current rent roll, as well as the rental market for similar
properties. Second, the projected expenses incurred in generating these gross
revenues are deducted. Finally, the residual net income is discounted into a
capital sum at an appropriate rate which is then indicative of the subject
property's current value in the marketplace.

      In this Income Capitalization Approach to the valuation of the subject, we
have utilized a eleven year holding period for our As Is analysis in the subject
property, with the cash flow analysis commencing on May 1, 1997. This period is
considered to be a sufficient time for an investor to benefit from an investment
in the subject property as well as long enough to allow the property to return
to stabilized operations after the proposed remerchandising. This holding period
is also consistent with market based criteria as will be discussed in further
detail. It is noted that we have presented the cash flows on a fiscal year basis
commencing on May 1, 1997. Although an asset such as the subject has a much
longer useful life, investment analysis becomes more meaningful if limited to a
time period considerably less than the real estate's economic life, but of
sufficient length for an investor to model its performance. An eleven year
holding period for this investment is long enough to model the asset's
performance and benefit from its continued remerchandising, but short enough to
reasonably estimate the expected income and expenses of the real estate. The
liquidation date (reversion sale) in the discounting model As Is is deemed to
occur on April 30, 2008. The valuation At Stabilization will commence on June 1,
1998 and will utilize a 10-year holding period

================================================================================


                                      -69-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      The revenues and expenses which an informed investor may expect to incur
from the subject property will vary, without a doubt, over the holding period.
Major investors active in the market for this type of real estate establish
certain parameters in the computation of these cash flows and criteria for
decision making which this valuation analysis must include if it is to be truly
market-oriented. These current computational parameters are dependent upon
market conditions in the area of the subject property as well as the market
parameters for this type of real estate, which we view as being national in
scale.

      By forecasting the anticipated income stream and discounting the future
value at reversion to current value, the capitalization process may be applied
to derive a value that an investor would pay to receive that particular income
stream. Typical investors price real estate on their expectations of the
magnitude of these benefits and their judgment of the risks involved. Our
valuation endeavors to reflect the most likely actions of typical buyers and
sellers of property interest similar to the subject. In this regard we see the
subject as an important long term investment opportunity for a competent owner.

      An analytical real estate computer model that simulates the behavioral
aspects of the property and examines the results mathematically is employed for
the discounted cash flow analysis. In this instance, it is the PRO-JECT Plus+
computer model. Since investors are the basis of the marketplace in which the
subject property will be bought and sold, this type of analysis is particularly
germane to the appraisal problem at hand. On the facing page is a summary of the
expected annual cash flows from the operation of the subject over the stated
investment holding period. A general outline summary of the major steps involved
in projecting the discounted cash flow may be listed as follows:

      1.    Analysis of the income stream: establishment of an economic (market)
            rent for tenant space; projection of future annual revenues based
            upon existing and pending leases, probable renewals at market
            rentals, and expected vacancy experience;

      2.    An estimate of a reasonable period of time to achieve stabilized
            occupancy of the existing property and make all necessary
            improvements for marketability;

      3.    Analysis of projected escalation recovery income based upon an
            analysis of the property's leasing structure as well as the
            experiences of comparable properties;

      4.    Derivation of the most probable net operating income less reserves,
            tenant improvements, leasing commissions, and any extraordinary
            expenses to be generated by the property by subtracting all property
            expenses from the effective gross income; and

      5.    Estimation of a reversionary sales price based upon capitalization
            of the net operating income (before reserves, tenant improvements,
            leasing commissions, and other possible capital items).

      Following is a detailed discussion of the components which form the basis
of this analysis. Again, this discussion focuses on the revenue producing
ability of the asset on a fiscal basis (FY 1998).

================================================================================


                                      -70-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
                                                  FRANKLIN MILLS - AS IS
                                                  ANNUAL CASH FLOW REPORT
                                               BEGINNING 5/1/97 FOR 12 YEARS

                        FY1998         FY1999         FY2000         FY2001         FY2002         FY2003         FY2004  
                     -----------    -----------    -----------    -----------    -----------    -----------    -----------
<S>                   <C>            <C>            <C>            <C>            <C>            <C>            <C>       
INCOME
- ------
MINIMUM RENT:
ALL TENANTS           16,846,966     19,543,956     19,629,232     20,640,100     21,193,036     21,705,192     22,619,568
                     -----------    -----------    -----------    -----------    -----------    -----------    -----------
TOTAL MINIMUM RENT    16,846,966     19,543,956     19,629,232     20,640,100     21,193,036     21,705,192     22,619,568

RECOVERIES:
CAM RECOVERIES         4,362,408      4,869,555      4,899,919      5,050,383      5,135,005      5,203,972      5,593,371
TAX RECOVERIES         1,798,799      2,109,233      2,105,245      2,160,911      2,196,713      2,147,218      2,230,895
FOOD COURT RECOVER       383,559        421,977        443,767        482,405        496,339        529,598        547,434
MAJORS CAM RECOVER     1,241,339      1,361,054      1,361,860      1,372,142      1,405,662      1,405,106      1,444,390
MAJORS TAX RECOVER     2,015,968      2.241,779      2,245,060      2,337,428      2,392,229      2,465,434      2,545,082
                     -----------    -----------    -----------    -----------    -----------    -----------    -----------
TOTAL RECOVERIES       9,802,073     11,003,498     11,055,851     11,403,269     11,625,948     11,751,328     12,361,172

OVERAGE RENT             715,161        724,778        739,064        532,752        464,288        491,040        549,840
RECAPTURES               (99,312)      (101,041)      (104,985)             0              0              0              0

SALES VOLUME (000)       268,424        278,387        282,845        294,459        306,719        317,517        330,241
                     -----------    -----------    -----------    -----------    -----------    -----------    -----------

GROSS RENTAL
 INCOME               27,264,888     31,171,192     31,319,164     32,576,120     33,283,272     33,947,560     35,530,580
CREDIT LOSS             (679,626)      (777,225)      (780,861)      (912,222)      (829,834)      (846,376)      (885,882)
MISCELLANEOUS            931,821        964,435        998,190      1,033,126      1,069,286      1,106,711      1,145,446
UTILITES INCOME        1,677,730      1,736,450      1,797,226      1,860,129      1,925,234      1,992,617      2,062,358
                     -----------    -----------    -----------    -----------    -----------    -----------    -----------
TOTAL INCOME          29,194,812     33,094,856     33,333,720     34,657,152     35,447,960     36,200,512     37,852,504

EXPENSES
- --------
PROMOTIONS               926,077        958,489        992,036      1,026,758      1,062,694      1,099,889      1,138,385
ADMINISTRATIVE           409,378        423,706        438,536        453,885        469,771        486,213        503,230
MANAGEMENT FEES          788,260        893,561        900,010        935,743        957,095        977,414      1,022,018
FOOD COURT               455,560        471,504        488,007        505,087        522,765        541,062        559,999
PROPERTY TAXES         4,012,311      4,092,557      4,174,408      4,257,896      4,343,054      4,429,915      4,518,514
CAM                    4,972,648      5,146,691      5,326,825      5,513,264      5,706,229      5,905,947      6,112,655
                     -----------    -----------    -----------    -----------    -----------    -----------    -----------
TOTAL EXPENSES        11,564,234     11,996,508     12,319,822     12,692,633     13,061,608     13,440,440     13,854,801
                     -----------    -----------    -----------    -----------    -----------    -----------    -----------

NET OPERATING
 INCOME               17,630,578     21,108,348     21,013,898     21,964,520     22,386,352     22,760,072     23,997,704

ALTERATIONS           13,250,629      3,161,304        852,839        406,756        377,992        855,524        387,990
COMMISSIONS              130,808        194,004        278,501        360,414        431,844        463,592        471,640
CAPITAL RESERVES         139,690        140,727        145,653        150,751        156,027        161,488        167,140
                     -----------    -----------    -----------    -----------    -----------    -----------    -----------
CASH FLOW              4,109,451     17,612,312     19,736,908     21,046,600     21,420,488     21,279,468     22,970,934



                        FY2005         FY2006         FY2007         FY2008         FY2009
                     -----------    -----------    -----------    -----------    -----------
INCOME
- ------
MINIMUM RENT:
ALL TENANTS           22,768,554     23,298,498     23,731,582     24,723,938     26,157,184
                     -----------    -----------    -----------    -----------    -----------
TOTAL MINIMUM RENT    22,769,554     23,298,498     23,731,582     24,723,938     26,157,184

                 
RECOVERIES:
CAM RECOVERIES         5,755,162      5,969,296      6,271,300      6,395,813      6,774,641
TAX RECOVERIES         2,243,478      2,238,730      2,268,718      2,215,956      2,225,603
FOOD COURT RECOVER       581,484        610,715        594,192        582,540        585,880
MAJORS CAM RECOVER     1,484,016      1,523,775      1,557,081      1,581,046      1,636,595
MAJORS TAX RECOVER     2,593,455      2,653,876      2,695,230      2,707,248      2,843,499
                     -----------    -----------    -----------    -----------    -----------
TOTAL RECOVERIES      12,657,595     12,996,392     13,386,521     13,482,603     14,066,218

                 
OVERAGE RENT             635,044        625,810        572,797        394,162        489,160
RECAPTURES                     0              0              0              0

                 
SALES VOLUME (000)       337,510        349,486        358,248        375,270        392,094
                     -----------    -----------    -----------    -----------    -----------

                 
GROSS RENTAL
 INCOME               36,061,192     36,920,696     37,690,900     38,600,704     40,712,560
CREDIT LOSS             (899,075)      (920,492)      (939,670)      (962,338)    (1,015,051)
MISCELLANEOUS          1,185,536      1,227,030      1,269,976      1,314,425      1,360,430
UTILITES INCOME        2,134,541      2,209,250      2,286,574      2,366,604      2,449,435
                     -----------    -----------    -----------    -----------    -----------
TOTAL INCOME          38,482,192     39,436,484     40,307,776     41,319,392     43,507,376

EXPENSES
- --------
PROMOTIONS             1,178,228      1,219,466      1,262,147      1,306,323      1,352,044
ADMINISTRATIVE           520,843        539,073        557,940        577,468        597,679
MANAGEMENT FEES        1,039,019      1,064,785      1,088,310      1,115,624      1,174,699
FOOD COURT               579,599        599,885        620,881        642,612        665,103
PROPERTY TAXES         4,608,884      4,701,062      4,795,083      4,890,984      4,988,804
CAM                    6,326,598      6,548,029      6,777,210      7,014,412      7,259,917
                     -----------    -----------    -----------    -----------    -----------
TOTAL EXPENSES        14,253,171     14,672,300     15,101,571     15,547,423     16,038,246
                     -----------    -----------    -----------    -----------    -----------

                 
NET OPERATING
 INCOME               24,229,020     24,764,184     25,206,204     25,771,968     27,469,130

                 
ALTERATIONS              393,712        693,244        762,560      1,477,661        570,428
COMMISSIONS              493,313        501,991        545,872        570,501        573,105
CAPITAL RESERVES         172,990        179,044        185,311        191,797        198,510
                     -----------    -----------    -----------    -----------    -----------
CASH FLOW             23,169,006     23,389,904     23,712,460     23,532,012     26,127,086
</TABLE>
<PAGE>

                                                  Income Capitalization Approach
================================================================================

===================================
Discounted Cash Flow As Is Analysis
===================================

Potential Gross Revenues - Analysis

      Potential gross revenues generated by the subject property are composed of
a number of distinct elements; minimum rent determined by lease agreement;
overage rent based upon a percentage of retail sales; a reimbursement of certain
expenses incurred in the ownership and operation of the real estate; and other
miscellaneous revenues.

      The minimum base rent represents a legal contract establishing a return to
the investors in the real estate, while the passing of certain expenses onto
tenants serves to maintain this return in an era of continually rising costs of
operation. The additional rent based upon a percentage of retail sales
experienced at the subject property serves to preserve the purchasing power of
the residual income to an equity investor over time. Finally, miscellaneous
income adds an additional important source of revenue in the complete operation
of the subject property.

      In the first fiscal year of the investment, FY 1998, it is projected that
the subject property will generate approximately $29,874,439 in potential gross
revenues, equivalent to $21.73 per square foot of owned GLA after renovations of
1,375,905 square feet, which consists of mall shop GLA and leased anchor space.
On the basis of mall (specialty shop) GLA (588,748 square feet), potential gross
revenues are equivalent to $47.58 per square foot. These forecasted revenues may
be allocated to the following components:

================================================================================
                                 Revenue Summary
                    Initial Fiscal Year of Investment - 1998
================================================================================
      Revenue Component            Amount       Unit Rate *     Income Ratio
================================================================================
      Minimum Rent              $16,846,966      $   12.24         56.4%
- --------------------------------------------------------------------------------
      Overage Rent - **         $   615,849      $     .45          2.1%
- --------------------------------------------------------------------------------
      Expense Recoveries        $ 9,802,073      $    7.12         32.8%
- --------------------------------------------------------------------------------
      Utilities Income          $ 1,677,730      $    1.22          5.6%
- --------------------------------------------------------------------------------
      Miscellaneous Income      $   931,821      $     .68          3.1%
- --------------------------------------------------------------------------------
      Total                     $29,874,439      $   21.71        100.0%
================================================================================
*     Reflects total owned GLA of 1,375,905 S.F. after renovations
================================================================================
**    Overage rent net of recaptures
================================================================================

Minimum Rental Income

      The rental income which an asset such as the subject property will
generate for an investor is analyzed as to its quality, quantity, and
durability. The quality and probable duration of income will affect the amount
of risk which an informed investor may expect over the property's useful life.
Segregation of the income stream along these lines allows us to control the
variables related to the center's forecasted performance with greater accuracy.
Each tenant type lends itself to a specific weighing of these variables as the
risk associated with each varies.

================================================================================


                                      -71-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Minimum rent produced by the subject property is derived from that rent
paid by the various tenant types. The projection utilized in this analysis is
based upon the actual rent roll and projected leasing schedule as of the date of
appraisal, together with our assumptions as to the absorption of the vacant
space, market rent growth rates, and renewal/ turnover probability. We have also
made specific assumptions regarding the forecasted tenant mix of the mall based
upon deals that are in progress and have a strong likelihood of coming to
fruition. In this regard, we have worked with Mills Corporation leasing
personnel and, where possible, have analyzed pending deals on a case-by-case
basis. For those pending leases that are substantially along in the negotiating
process and are believed to have a reasonable likelihood of being completed, we
have reflected those terms in our cash flow. We believe that these assumptions
represent a reasonable and prudent view from an investor's standpoint.

      In our investigation and analysis of the marketplace, we have surveyed,
and ascertained where possible, rent levels being commanded by competing
centers. However, it should be recognized that a large retail shopping mall is
generally considered to be a separate entity by virtue of age and design,
accessibility, visibility, tenant mix, and the size and purchasing power of its
trade area. Consequently, the best measure of minimum rental income is its
actual rent roll leasing schedule. This is particularly true for a property such
as the subject wherein the property has generated a significant amount of
leasing activity from an array of national and regional tenants. Even of greater
bearing is the fact that many of these same tenants are found in each of the
Mills projects.

      As such, our analysis of recently negotiated leases for tenants at the
subject provides important insight into perceived market rent levels for the
mall. This is of particular importance since tenants are cognizant of the mall's
position in the market and are factoring this knowledge into their lease
negotiations. Inasmuch as a tenant's ability to pay rent is based upon expected
sales achievement, the level of negotiated rents is directly related to the
tenant's perception of expected performance at the mall.

      The minimum rents forecasted at the subject property are essentially
derived from various tenant categories; major tenant revenue consisting of base
rent obligations from anchor and major tenants; and mall tenant revenues
consisting of all in-line mall shops. Anchor revenues are discussed in detail by
store type. Because of the various tenant types which comprise all of the mall
GLA, we have essentially analyzed the mall shop space based upon the following
categories.

      o     In-line shop space 

      o     Food court space 

      o     Kiosk space.

Interior Mall Shops

      Rent from all interior mall tenants (exclusive of anchor tenants) comprise
the majority of minimum rent at the subject property. Aggregate rent in the
initial full year of investment is shown to be $10,989,975 or $18.67 per square
foot based upon a total specialty mall GLA after renovations of 586,748 square
feet. The following chart details the components of minimum rent for the initial
year of the investment.

================================================================================


                                      -72-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

================================================================================
                             Minimum Rent Allocation
                            Initial Fiscal Year 1998
================================================================================
                          Revenue           Applicable GLA     Unit Rate (SF)
================================================================================
Mall Shops              $10,989,975          588,748 S.F.          $18.67
- --------------------------------------------------------------------------------
Food Court              $   589,962            12,850 S.F          $45.91
- --------------------------------------------------------------------------------
  Kiosks                $    75,201              781 S.F.          $96.29
- --------------------------------------------------------------------------------
  Total                 $11,655,138          602,379 S.F.          $19.37
================================================================================

      As such, our analysis of recently negotiated leases for new and renewal
tenants at the subject provides important insight into perceived market rent
levels for the mall. This is of particular importance since tenants recognize
the mall's position in the market and factor this knowledge into their lease
negotiations. Inasmuch as a tenant's ability to pay rent is based upon expected
sales achievement, the level of negotiated rents is directly related to the
individual tenant's perception of their expected performance at the mall.

      The following table presents an analysis of minimum rent levels projected
at the subject property for mall shop space in 1997. These revenues reflect
leased mall shop tenants only and excludes food court, kiosks, anchor and major
tenants (these tenant types are treated separately in a subsequent section of
this report). Note that these are achieved rents for all leases in-place as of
this analysis.

================================================================================
                                 FRANKLIN MILLS
                1997 MINIMUM RENT ATTAINMENT FOR MALL SHOP SPACE
                                 BY TENANT SIZE
================================================================================
Suite Size                   Rent           Total          Occupied     Average 
                          Attainment         GLA             GLA       Unit Rate
================================================================================
Mall Shop < 1,000 SF      $   753,074     17,274 S.F.     16,509 S.F.    $45.62
- --------------------------------------------------------------------------------
1,000- 1,999 SF           $ 1,312,964      51,905 S.F     36,814 S.F.    $35.66
- --------------------------------------------------------------------------------
2,000 - 4,999 SF          $ 4,083,554    235,940 S.F.    226,525 S.F.    $17.96
- --------------------------------------------------------------------------------
5,000 - 9,999 SF          $ 2,504,760    163,821 S.F.    158,780 S.F.    $15.77
- --------------------------------------------------------------------------------
Mall Shop > 10,000 SF     $ 1,171,058    109,695 S.F.    109,695 S.F.    $10.68
- --------------------------------------------------------------------------------
Jewelry Stores            $   436,127     10,113 S.F.     10,113 S.F.    $43.13
- --------------------------------------------------------------------------------
Total/Average             $10,261,537    588,748 S.F.    568,400 S.F.    $18.03
================================================================================

      From the above we would expect to see a general pattern of an inverse
relationship between size and rent. That is, as the suite size increases, the
average unit base rent achieved declines. We have segregated jewelry stores from
our size category classification as they will typically pay a premium over
in-line space due to the high sales volumes which they generate.

================================================================================


                                      -73-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
======================================================================================================================
                                               Recent Lease Transactions
                                                    Franklin Mills
======================================================================================================================
Category                 Tenant                            Term                  Leased             Rent/S.F.
                                                                                  Area                       
======================================================================================================================
<S>                      <C>                           <C>                       <C>                <C>
Kiosk                    Auntie Anns                   7/94 - 5 Yrs.              300 S.F.          $83.33          
- ----------------------------------------------------------------------------------------------------------------------
Food Court               China Buddha                  7/96 - 6 Yrs               218 S.F.          $50.00          
                         McDonald's                    9/96 - 5.5 Yrs.            694 S.F.          $40.00
                         Bavarian Pretzel              11/96 - 5 Yrs.             510 S.F..         $50.96
- ----------------------------------------------------------------------------------------------------------------------
0 -1,000 S.F.            Small's Formalwear            3/97 - 5 Yrs.              817 S.F.          $35.00 Yrs. 1-3
                                                                                                    $37.00 Yrs. 4-5
                         Dairy Queen                   11/96 - 5 Yrs.             633 S.F.          $45.00 Yrs. 1-2
                                                                                                    $47.00 Yrs. 3-5 

                         Perfume Romance               7/96 - 5 Yrs               455 S.F.          $42.92 Yrs. 1-2
                                                                                                    $44.83 Yrs. 3-5 

                         Let's Talk Cellular           10/96                      915 S.F.          $40.00

                         Lids For Less                 5/96 -10 Yrs.              550 S.F.          $63.64 Yrs. 1-5
                                                                                                    $72.73 Yrs. 6-10
- ----------------------------------------------------------------------------------------------------------------------
1,001 - 2,000 S.F.       Giorgio Brutini               7/97 - 5 Yrs.            1,915 S.F.          $26.00 Yrs. 1-3
                                                                                                    $28.00 Yrs. 4-5
                         Burger King                   5/97 - 5 Yrs.            1,600 S.F.          $25.00          

                         Maternity Works               10/96 - 5 Yrs.           1,466 S.F.          $27.00 Yrs. 1-2
                                                                                                    $29.00 Yrs. 3-5 
                         Episode                       11/96 - 4 Yrs.           1,468 S.F.
                                                                                                    $14.00 Yr. 1
                                                                                                    $20.00 Yrs. 2-4
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
======================================================================================================================
                                               Recent Lease Transactions
                                                    Franklin Mills
======================================================================================================================
<S>                      <C>                           <C>                       <C>                <C>
2,001 - 5,000 S.F.       Diesel                        6/97 - 5 Yrs.            3,353 S.F.          $22.00


                         Donna Karan                   6/97 - 5 Yrs.            4,582 S.F.          $22.00 Yrs. 1-3
                                                                                                    $24.00 Yrs. 4-5 
                         Perry Ellis                   4/97 - 5 Yrs.            2,129 S.F.          $22.00 Yrs. 1-3
                                                                                                    $23.00 Yrs. 4-5
                         American Outpost              3/97 - 3 Yrs.            3,107 S.F.          $21.00 Yrs. 1-2 
                                                                                                    $23.00 Yr. 3
                         Aeropostale                   1/97 - 3 Yrs.            4,865 S.F.          $18.05
                                                                                                                    
                         Aerosoles                     9/96 - 10 Yrs.           2,001 S.F.          $18.00 Yrs. 1-4
                                                                                                    $19.00 Yrs. 5-7
                                                                                                    $20.00 Yrs. 8-10
                                                                                                                    
                         Philly Leather                9/96 - 5 Yrs.            4,094 S.F.          $16.00 Yrs. 1-2
                                                                                                    $18.00 Yrs. 3-5 
                         American Tourister            8/96 - 5 Yrs.            2,897 S.F.          $20.00 Yrs.. 1-2
                                                                                                    $22.00 Yrs.  3-5
                                                                                                                    
                         Brooks Brothers               6/96 - 5 Yrs.            4,856 S.F.          $16.50

                         Tommy Hilfinger               4/96 - 5 Yrs.            4,357 S.F.          $25.64          

                         Bostonian                     2/96 - 5 Yrs.            3,056 S.F.          $16.00 Yrs. 1-3
                                                                                                    $18.00 Yrs. 4-5 
======================================================================================================================
</TABLE>


                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
======================================================================================================================
                                               Recent Lease Transactions
                                                    Franklin Mills
======================================================================================================================
Category                 Tenant                            Term                  Leased             Rent/S.F.
                                                                                  Area                       
======================================================================================================================
<S>                      <C>                           <C>                       <C>                <C>
5,000 + S.F.             We're Entertainment           6/97 - 5 Yrs.            5,287 S.F.          $18.00 Yrs. 1-3
                                                                                                    $19.00 Yrs. 4-5

                         Boston Traders
                                                       6/96 - 6 Yrs.            6,446 S.F.          19.96
                         Group USA
                                                       5/96 - 5 Yrs.            5,003 S.F.          $17.99
- ----------------------------------------------------------------------------------------------------------------------
Jewelry                  Claire's                      12/96 - 5 Yrs.           1,455 S.F.          $27.00 Yrs. 1-2
                                                                                                    $32.00 Yrs. 3-5
                         CR Jewelers                   4/96 - 5 Yrs.            1,255 S.F.          $35.00 Yrs. 1-3
                                                                                                    $37.00 Yrs. 4-5

                         Hat Trick Jewelry             4/96 - 5 Yrs.            1,264 S.F.          $37.00 Yrs. 1-3
                                                                                                    $39.00 Yrs. 4-5

                         Swatch                        12/95- 5 Yrs.            1,721 S.F.          $40.00
- ----------------------------------------------------------------------------------------------------------------------
10,000 + S.F.            Gap                           6/97 - 5 Yrs.           12,000 S.F.           $8.00
                         Talbots                       6/97 - 5 Yrs.           11,000 S.F.          $15.00
                         Polo                          11/97- 5 Yrs.           10,029 S.F.          $17.00, Increasing
                                                                                                    2% per year
======================================================================================================================
</TABLE>


                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
===============================================================================================================
                                                 Franklin Mills
                                              Large Tenant Leases
===============================================================================================================
Category        Tenant                 Term                  Leased           Rent/S.F.                  T.I.
                                                             Area
===============================================================================================================
<S>             <C>                    <C>                   <C>              <C>                       <C>
Anchor          General Cinema         12/97 - 20 Yrs.       61,000 S.F.      $15.57 Yrs. 1-10          $152.46
                                                                              $17.13  Yrs. 11-20
- ---------------------------------------------------------------------------------------------------------------
Major           Rain Forest            5/98 - 10 Yrs.        20,000 S.F.      $30.00 Yrs. 1-10          $137.50
                                                                              $31.00 Yrs. 11-20
- ---------------------------------------------------------------------------------------------------------------
Major           Saks                   11/96 - 10 Yrs.       46,406 S.F.      $10.41 Yrs. 1-4            $43.10
                                                                              $10.94 Yrs. 5-9
                                                                              $11.52 Yr. 10
- ---------------------------------------------------------------------------------------------------------------
Major           Off Fifth Saks         9/97  -10 Yrs.        34,918 S.F.      $ 6.00                      $8.59
- ---------------------------------------------------------------------------------------------------------------
Major           Neiman Marcus          6/97 -10 Yrs.         26,900 S.F.      $17.66 Yrs. 1-5            $24.16
                                                                              $19.42 Yrs. 6-10
===============================================================================================================
</TABLE>


                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Overall, for the 568,400 square feet of mall tenants surveyed, the average
attained base rent for the mall was shown to be $18.03 per square foot in 1997.
As expected, a declining rent trend relative to suite size is generally in
evidence. Since the 1997 rent attainment levels of the mall would necessarily be
impacted by the existence of older leases as well as new tenants which had been
in occupancy for less than one year, we have focused more directly on the
subject's recent leasing activity.

      We have been provided with a current rent roll report (March, 1997) as
prepared by The Mills Corporation. Given the characteristics of the subject,
together with recent leasing activity, we believe that this sampling of
transactions presents a good indication of potential rent levels at the subject
property.

Recent Leasing By Size

      In analyzing recent leasing activity, we have segregated the most recent
leases by size category on the facing and following page facing chart. The size
breaks have been established in accordance with suite sizes that reflect
reasonably quantifiable categories based on leasing experience. In total, 30
leases have been included which substantially represent all new activity. It is
recognized that the data generally supports one of our inherent assumptions that
market rental rates have an inverse relationship with suite size.

      The 30 mall shop leases (excluding kiosks and food court tenants) show a
range in initial rental rates from $8.00 to $67.02 per square foot. The highest
overall average rent is represented by those leases in the "less than 1,000
square feet" category which show an average of $56.57. The averages then decline
by category to the lowest average of $13.62 found in the "greater than 5,000"
square foot category.

================================================================================
                                 Franklin Mills
                          Most Recent Leasing Activity
================================================================================
             Category              No. of Tenants  Applicable GLA        Rent/SF
================================================================================
1:    Less Than   1,000 SF              5            3,370 S.F.           $44.55
- --------------------------------------------------------------------------------
2:    1,001     -    2,000 SF           4            6,449 S.F.           $24.85
- --------------------------------------------------------------------------------
3:    2,001     -    5,000 SF          11           39,297 S.F.           $20.13
- --------------------------------------------------------------------------------
4:    5,001     -    9,999 SF           3           16,736 S.F.           $18.88
- --------------------------------------------------------------------------------
5:    Over  10,000 SF                   3           33,029 S.F.           $13.27
- --------------------------------------------------------------------------------
5:    Jewelry                           4            5,695 S.F.           $36.03
- --------------------------------------------------------------------------------
Total/Average                           30          104,576 S.F.          $19.71
================================================================================

      To reiterate the following chart delineates our conclusions for existing,
new and proposed leasing activity at the subject by size.

================================================================================


                                      -74-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

================================================================================
         Category                   Average            Average       Estimate of
                                    Existing             New         Market Rent
================================================================================
1:    Less Than  1,000 SF            $45.62            $44.55           $46.00 
- --------------------------------------------------------------------------------
2:    1,001   -  2,000 SF            $35.66            $24.85           $25.00 
- --------------------------------------------------------------------------------
3:    2,001   -  5,000 SF            $17.96            $20.13           $21.00 
- --------------------------------------------------------------------------------
4:    5,001   -  9,999 SF            $15.77            $18.88           $19.00 
- --------------------------------------------------------------------------------
5:    Over 10,000 SF                 $10.68            $13.27           $13.50 
- --------------------------------------------------------------------------------
5:    Jewelry                        $43.13            $36.03           $37.00 
- --------------------------------------------------------------------------------
Total/ Weighted Average              $18.03            $19.71           $20.41 
================================================================================

      These transactions implicitly support the assumption that, typically,
there is an inverse correlation between unit rates and the amount of space being
leased, and they reflect average rates. We recognize that, in practice, there
are unit rate gradations with tenant categories based on such attributes as
location within the center/building, unit frontage and depth, tenant type and
credit worthiness, concessions/tenant allowances, etc. However, as the tenant
mix and configuration may not be fixed over time, it is more appropriate to
estimate what the average base rental levels paid at the property would be for
the different tenant categories.

Lease Term and Steps

      The majority of tenant leases for mall tenants are for five year terms,
and in our analysis, we have utilized a five year term for new and renewal
tenants. Most of the mall tenants have fixed rental payments throughout the
term, while a minority have an increase of $1.00 to $2.00 per square foot
typically after the third year. Our analysis of rent levels is based on the
average rent throughout the term which accounts for the rental increases. Thus
our estimates of market rent reflect a weighted average of leases having a fixed
rent as well as leases which have steps during the term.

Market Comparisons - Occupancy Cost Ratios

      In further support of developing a forecast for market rent levels, we
have undertaken a comparison of minimum rent to projected sales and total
occupancy costs to sales ratios. Generally, our research and experience with
other regional malls shows that the ratio of minimum rent to sales falls within
the 8 to 12 percent range in the initial year of the lease with 8 percent to 10
percent being most typical. By adding additional costs to the tenant, such as
real estate tax and common area maintenance recoveries, a total occupancy cost
may be derived. Expense recoveries and other tenant charges can add up to 100
percent of minimum rent and comprise the balance of total tenant costs.

      The typical range for total occupancy cost-to-sales ratios falls between
12 and 15 percent. As a general rule, where sales exceed $250 to $275 per square
foot, 14 to 15 percent would be a reasonable cost of occupancy. Experience and
research show that most tenants will resist total occupancy costs that exceed 16
to 18 percent of sales. However, ratios of upwards to 20 percent are not
uncommon. Obviously, this comparison will vary from tenant to tenant and
property to property.

================================================================================


                                      -75-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
OCCUPANCY COST ANALYSIS/COMPARISON
Cushman & Wakefield, Inc.

====================================================================================================================================
                                           Budget    Year          No.        Total        Shop      Avg.        Rec-         Avg.  
No.     Area Location              State    Year     Built       Stories       GLA         GLA       Rent       overies       Sales 
====================================================================================================================================
**      ULI-Super-Regional Malls     US     1995     --             --       999,544     342,260    $ 16.30     $  8.72    $  203.09
- ------------------------------------------------------------------------------------------------------------------------------------
**      ULI-Regional Malls           US     1995     --             --       582,893     261,553    $ 12.05     $  5.82    $  176.16
- ------------------------------------------------------------------------------------------------------------------------------------
**      ICSC-All Enclosed Malls      US     1995     --             --       582,893     261,553    $ 12.05     $  5.82    $  176.16
- ------------------------------------------------------------------------------------------------------------------------------------
**      ICSC-Malls>1,000,000sf       US     1995     --             --     1,206,574     407,060    $ 20.01     $ 12.57    $  271.64
====================================================================================================================================
<S>     <C>                         <C>     <C>      <C>            <C>    <C>           <C>        <C>        <C>         <C>      
 1      Saratoga County MSA          NY     1995     1990/91/93      1       656,501     256,668    $ 15.79     $ 15.54    $  194.00
- ------------------------------------------------------------------------------------------------------------------------------------
 2      Syracuse MSA                 NY     1995     1954/96         2     1,035,525     410,818    $ 17.00     $ 12.90    $  208.00
- ------------------------------------------------------------------------------------------------------------------------------------
 3      Syracuse MSA                 NY     1995     1988/94         1       776,571     311,557    $ 17.00     $ 12.12    $  198.00
- ------------------------------------------------------------------------------------------------------------------------------------
 4      Rochester MSA                NY     1995     1967/93         2     1,533,574     495,040    $ 18.00     $ 13.03    $  247.00
- ------------------------------------------------------------------------------------------------------------------------------------
 5      Jefferson County MSA         NY     1995     1986/93         1       635,765     209,873    $ 21.96     $ 15.89    $  231.00
- ------------------------------------------------------------------------------------------------------------------------------------
 6      Buffalo MSA                  NY     1996     1985/89         1       753,105     285,771    $ 19.67     $ 14.83    $  250.00
- ------------------------------------------------------------------------------------------------------------------------------------
 7      White Plains MSA             NY     1995     1980/83         4       882,689     326,774    $ 34.00     $ 25.31    $  380.00
- ------------------------------------------------------------------------------------------------------------------------------------
 8      Fairfield County MSA         CT     1995     1986/91         2     1,270,146     499,868    $ 32.00     $ 17.20    $  425.00
- ------------------------------------------------------------------------------------------------------------------------------------
 9      Meriden MSA                  CT     1994     1971/94         2       711,626     292,877    $ 27.00     $ 14.20    $  333.00
- ------------------------------------------------------------------------------------------------------------------------------------
10      Worcester County MSA         MA     1996     1971/87         1       445,875     182,372    $ 22.36     $ 14.93    $  288.00
- ------------------------------------------------------------------------------------------------------------------------------------
11      Boston MSA                   MA     1995     1980/93         1       322,120     155,080    $ 18.50     $ 17.40    $  208.00
- ------------------------------------------------------------------------------------------------------------------------------------
12      Bristol County MSA           MA     1995     1992            2     1,005,595     349,107    $ 21.50     $ 22.09    $  280.00
- ------------------------------------------------------------------------------------------------------------------------------------
13      Bristol County MSA           MA     1995     1987/89         2       967,363     374,630    $ 31.00     $ 21.71    $  404.00
- ------------------------------------------------------------------------------------------------------------------------------------
14      Essex County MSA             MA     1995     1993/94         2       836,344     329,065    $ 36.95     $ 11.27    $  350.00
- ------------------------------------------------------------------------------------------------------------------------------------
15      Kingston MSA                 MA     1994     1989/92         1       771,007     295,562    $ 18.44     $ 14.32    $  211.00
- ------------------------------------------------------------------------------------------------------------------------------------
16      Burlington MSA               VT     1995     1979/89/92      1       490,424     185,398    $ 23.00     $  9.51    $  294.00
- ------------------------------------------------------------------------------------------------------------------------------------
17      Bucks County MSA             PA     1995     1968/75         1       348,309     305,212    $ 19.35     $ 10.00    $  239.00
- ------------------------------------------------------------------------------------------------------------------------------------
18      Monmouth County MSA          NJ     1994     1990/91/94      2     1,153,396     525,741    $ 31.00     $ 15.70    $  338.00
- ------------------------------------------------------------------------------------------------------------------------------------
19      Westminster MSA              MD     1995     1987/94         1       524,964     193,557    $ 16.74     $ 17.93    $  228.00
- ------------------------------------------------------------------------------------------------------------------------------------
20      Washington-Baltimore         MD     1995     1979/93         2       661,639     245,217    $ 22.10     $ 19.86    $  285.00
- ------------------------------------------------------------------------------------------------------------------------------------
21      Baltimore MSA                MD     1995     1956/91         1       863,376     242,376    $ 19.87     $ 14.93    $  214.00
- ------------------------------------------------------------------------------------------------------------------------------------
22      Prince William Cty. MSA      VA     1995     1972/96         1       716,796     278,494    $ 21.50     $ 15.11    $  236.00
- ------------------------------------------------------------------------------------------------------------------------------------
23      Arlington MSA                VA     1994     1986            4       491,057     222,800    $ 28.00     $ 12.98    $  300.00
- ------------------------------------------------------------------------------------------------------------------------------------
24      Bloomingdale MSA             IL     1995     1981-88-91      2     1,292,186     427,609    $ 21.84     $ 10.37    $  250.00
- ------------------------------------------------------------------------------------------------------------------------------------
25      Minneapolis MSA              MN     1995     1962/94         1       982,228     201,561    $ 21.00     $ 22.51    $  262.00
- ------------------------------------------------------------------------------------------------------------------------------------
26      Genesee County MSA           MI     1995     1980/93         1       451,036     230,625    $ 16.00     $  9.01    $  219.00
- ------------------------------------------------------------------------------------------------------------------------------------
27      Indianapolis MSA             IN     1995     1968/97         1     1,239,059     260,359    $ 22.43     $  9.00    $  235.00
- ------------------------------------------------------------------------------------------------------------------------------------
28      Tampa MSA                    FL     1995     1995            1       977,047     359,579    $ 27.00     $ 12.77    $  300.00
- ------------------------------------------------------------------------------------------------------------------------------------
29      Plantation MSA               FL     1995     1979/93         1     1,004,061     282,952    $ 28.22     $ 12.40    $  314.00
- ------------------------------------------------------------------------------------------------------------------------------------
30      Miami MSA                    FL     1995     1982            1     1,120,827     290,385    $ 29.36     $ 16.55    $  355.00
- ------------------------------------------------------------------------------------------------------------------------------------
31      Coral Springs MSA            FL     1995     1984/96         1     1,171,127     293,183    $ 25.90     $ 11.55    $  284.00
- ------------------------------------------------------------------------------------------------------------------------------------
32      North/Central Kansas         KS     1995     1987/90         1       400,307     185,324    $ 14.97     $ 10.31    $  212.00
- ------------------------------------------------------------------------------------------------------------------------------------
33      Amarillo MSA                 TX     1995     1982/86         1       889,508     316,190    $ 18.00     $  7.53    $  200.00
- ------------------------------------------------------------------------------------------------------------------------------------
34      Las Vegas MSA                NV     1995     1992            1       241,580     241,580    $ 91.50     $ 22.04    $1,183.00
- ------------------------------------------------------------------------------------------------------------------------------------
35      Las Vegas MSA                NV     1994     1981/93         2       819,374     286,936    $ 35.00     $ 13.21    $  405.00
- ------------------------------------------------------------------------------------------------------------------------------------
36      Knoxville MSA                TN     1995     1972/94         1     1,333,018     382,150    $ 23.80     $ 14.00    $  333.00
- ------------------------------------------------------------------------------------------------------------------------------------
37      Nashville MSA                TN     1995     1990            2       716,462     373,662    $ 15.25     $ 13.30    $  180.00
- ------------------------------------------------------------------------------------------------------------------------------------
38      Riverside County MSA         CA     1995     1970/91         1     1,044,536     411,610    $ 22.59     $ 17.00    $  250.00
- ------------------------------------------------------------------------------------------------------------------------------------
39      Orange County MSA            CA     1994     1975/94         1       810,470     273,970    $ 21.00     $ 10.28    $  270.00
- ------------------------------------------------------------------------------------------------------------------------------------
40      Bellingham MSA               WA     1994     1988            1       769,187     337,557    $ 20.85     $ 12.54    $  283.00
- ------------------------------------------------------------------------------------------------------------------------------------
41      Seattle MSA                  WA     1995     1979/95         1     1,012,754     311,019    $ 27.35     $  7.86    $  325.00
====================================================================================================================================
        Survey Mean:                                                         833,950     304,724    $ 23.89     $ 13.86    $  289.51
====================================================================================================================================

===============================================================
                                   Rent-     Total
No.     Area Location              Sales     Cost      Location
===============================================================
**      ULI-Super-Regional Malls    8.0%     12.3%         --
- ---------------------------------------------------------------
**      ULI-Regional Malls          6.8%     10.1%         --
- ---------------------------------------------------------------
**      ICSC-All Enclosed Malls     6.8%     10.1%         --
- ---------------------------------------------------------------
**      ICSC-Malls>1,000,000sf      7.4%     12.0%         --
===============================================================
 1      Saratoga County MSA         8.1%     16.1%     Suburban
- ---------------------------------------------------------------
 2      Syracuse MSA                8.2%     14.4%     Suburban
- ---------------------------------------------------------------
 3      Syracuse MSA                8.6%     14.7%     Suburban
- ---------------------------------------------------------------
 4      Rochester MSA               7.3%     12.6%     Suburban
- ---------------------------------------------------------------
 5      Jefferson County MSA        9.5%     16.4%     Suburban
- ---------------------------------------------------------------
 6      Buffalo MSA                 7.9%     13.8%     Suburban
- ---------------------------------------------------------------
 7      White Plains MSA            8.9%     15.6%     Urban
- ---------------------------------------------------------------
 8      Fairfield County MSA        7.5%     11.6%     Suburban
- ---------------------------------------------------------------
 9      Meriden MSA                 8.1%     12.4%     Suburban
- ---------------------------------------------------------------
10      Worcester County MSA        7.8%     12.9%     Suburban
- ---------------------------------------------------------------
11      Boston MSA                  8.9%     17.3%     Urban
- ---------------------------------------------------------------
12      Bristol County MSA          7.7%     15.6%     Suburban
- ---------------------------------------------------------------
13      Bristol County MSA          7.7%     13.0%     Suburban
- ---------------------------------------------------------------
14      Essex County MSA           10.6%     13.8%     Suburban
- ---------------------------------------------------------------
15      Kingston MSA                8.7%     15.5%     Suburban
- ---------------------------------------------------------------
16      Burlington MSA              7.8%     11.1%     Suburban
- ---------------------------------------------------------------
17      Bucks County MSA            8.1%     12.3%     Suburban
- ---------------------------------------------------------------
18      Monmouth County MSA         9.2%     13.8%     Suburban
- ---------------------------------------------------------------
19      Westminster MSA             7.3%     15.2%     Suburban
- ---------------------------------------------------------------
20      Washington-Baltimore        7.8%     14.7%     Suburban
- ---------------------------------------------------------------
21      Baltimore MSA               9.3%     16.3%     Suburban
- ---------------------------------------------------------------
22      Prince William Cty. MSA     9.1%     15.5%     Suburban
- ---------------------------------------------------------------
23      Arlington MSA               9.3%     13.7%     Urban
- ---------------------------------------------------------------
24      Bloomingdale MSA            8.7%     12.9%     Suburban
- ---------------------------------------------------------------
25      Minneapolis MSA             8.0%     16.6%     Suburban
- ---------------------------------------------------------------
26      Genesee County MSA          7.3%     11.4%     Suburban
- ---------------------------------------------------------------
27      Indianapolis MSA            9.5%     13.4%     Suburban
- ---------------------------------------------------------------
28      Tampa MSA                   9.0%     13.3%     Suburban
- ---------------------------------------------------------------
29      Plantation MSA              9.0%     12.9%     Suburban
- ---------------------------------------------------------------
30      Miami MSA                   8.3%     12.9%     Suburban
- ---------------------------------------------------------------
31      Coral Springs MSA           9.1%     13.2%     Suburban
- ---------------------------------------------------------------
32      North/Central Kansas        7.1%     11.9%     Suburban
- ---------------------------------------------------------------
33      Amarillo MSA                9.0%     12.8%     Suburban
- ---------------------------------------------------------------
34      Las Vegas MSA               7.7%      9.6%     Suburban
- ---------------------------------------------------------------
35      Las Vegas MSA               8.6%     11.9%     Urban
- ---------------------------------------------------------------
36      Knoxville MSA               7.1%     11.4%     Urban
- ---------------------------------------------------------------
37      Nashville MSA               8.5%     15.9%     Suburban
- ---------------------------------------------------------------
38      Riverside County MSA        9.0%     15.8%     Suburban
- ---------------------------------------------------------------
39      Orange County MSA           7.8%     11.6%     Suburban
- ---------------------------------------------------------------
40      Bellingham MSA              7.4%     11.8%     Suburban
- ---------------------------------------------------------------
41      Seattle MSA                 8.4%     10.8%     Suburban
===============================================================
        Survey Mean:                8.3%     13.4%
===============================================================
</TABLE>
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      In higher end markets where tenants are able to generate sales above
industry averages, tenants can generally pay rents which fall toward the upper
end of the ratio range. Moreover, if tenants perceive that their sales will be
increasing at real rates that are in excess of inflation, they will typically be
more inclined to pay higher initial base rents.

      In this context, we have provided an occupancy cost analysis for several
regional malls with which we have had direct insight over the past two years.
This information is provided on the following page. On average, these ratio
comparisons provide a realistic check against projected market rental rate
assumptions.

      From this analysis we see that the ratio of base rent to sales ranges from
7.1 to 10.6 percent, while the total occupancy cost ratios vary from 9.6 to
17.63 percent when all recoverable expenses are included. The surveyed mean for
the 22 malls analyzed is 8.3 percent and 13.4 percent, respectively. Some of the
higher ratios are found in older malls situated in urban areas that have higher
operating structures due to less efficient layout and designs, older physical
plants, and higher security costs, which in some malls can add upwards of $2.00
per square foot to common area maintenance.

      These relative measures can be compared with two well known publications,
The Score (1994) by the International Council of Shopping Centers and Dollars &
Cents of Shopping Centers (1995) by the Urban Land Institute. The most recent
publications indicate base rent to sales ratios of approximately 7.0 to 8.0
percent and total occupancy cost ratios of 10.1 and 12.3 percent, respectively.

      In general, while the rental ranges and ratio of base rent to sales vary
substantially from mall to mall and tenant to tenant, they do provide general
support for the rental ranges and ratio which is projected for the subject
property.

Conclusion - Market Rent Estimate for In-Line Shops

      Assuming hat sales grow by 3.5 percent over 1996 volumes, comparable mall
sales in calendar year 1997 are estimated at $268 per square foot. After
considering all of the above, we have developed a weighted average rental rate
of approximately $20.40 per square foot based upon a relative weighting of a
tenant space by size. The average rent is a weighted average rent for all mall
tenants. This average market rent has been allocated to the various space
categories as shown on the following page.

================================================================================


                                      -76-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

================================================================================
                       AVERAGE MALL SHOP RENT CALCULATION
                        Franklin Mills (Philadelphia, PA)
                            Cushman & Wakefield, Inc.
================================================================================
                               Applicable    Pro-Rata   Initial Market  Weighted
    Suite Size                    GLA         Share         Rent        Average
- --------------------------------------------------------------------------------
1   Less Than 999 SF          17,274 S.F.     3.9%         $46.00        $1.35
- --------------------------------------------------------------------------------
2   1,000- 1,999 SF           51,905 S.F.     8.8%         $25.00        $2.20
- --------------------------------------------------------------------------------
3   2,000 - 4,999 SF         235,940 S.F.    40.1%         $21.00        $8.42
- --------------------------------------------------------------------------------
4   5,000 - 9,999 SF         163,821 S.F.    27.8%         $19.00        $5.29
- --------------------------------------------------------------------------------
    Greater than 10,000 SF   109,695 S.F.    18.6%         $13.50        $2.52
- --------------------------------------------------------------------------------
7   Jewelry Stores            10,113 S.F.     1.7%         $37.00         $.64
- --------------------------------------------------------------------------------
    Mall Shop Average Rent   588,748 S.F.   100.0%                      $20.41
================================================================================

      The average rent is a weighted average rent for all in-line mall tenants
only. As can be seen, the market rents chosen range from $13.50 to $46.00 per
square foot, with a composite weighted average of $20.41 per square foot. This
is based on the 588,748 square feet of mall shop GLA and is exclusive of food
court and kiosks which are treated separately. One final test of this conclusion
can be made within the context of its relationship to total occupancy costs.

Occupancy Cost Analysis - Test of Reasonableness

      The weighted average rental rate assumptions can next be tested for
reasonableness against the total occupancy costs projected for the subject mall
property. A total built-up occupancy cost can be derived by taking the weighted
average rent and adding projected occupancy costs for tenants in the mall. This
total can then be tested against the average sales for mall tenants. The
occupancy cost analysis has been presented on the following chart.

================================================================================


                                      -77-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

================================================================================
                                 In-Line Tenants
                      Total Occupancy Cost Analysis - 1997
================================================================================
                                                           Cushman & Wakefield
             Tenant Cost (Annualized)                      Estimated Expenses/SF
================================================================================
Economic Base Rent                                         $ 20.41
                                                           (Weighted Average)
- --------------------------------------------------------------------------------
Occupancy Costs
  Common Area Maintenance(1)                               $ 10.82
- --------------------------------------------------------------------------------
  Real Estate Taxes(2)                                     $  3.57
- --------------------------------------------------------------------------------
  Use and Occupancy Tax (3)                                $  1.44
- --------------------------------------------------------------------------------
Total Tenant Costs                                         $ 36.24
- --------------------------------------------------------------------------------
1997 Mall Sales (Estimate)                                 $268.00
- --------------------------------------------------------------------------------
Base Rent-Sales Ratio                                          7.6%
- --------------------------------------------------------------------------------
Cost of Occupancy Ratio                                       13.5%
================================================================================
(1)   The standard formula for the calculation of CAM is based on the average
      occupied area (GLOA) of in-line space. This area measure is exclusive of
      anchors and major tenants . Historically, the standard lease clause
      provides for an 15 percent administrative factor plus the recovery of the
      property management charge A complete discussion of the standard recovery
      formula is presented later in this report.

(2)   Tax estimate is for mall shops only and is based upon an average occupied
      area of which is the standard recovery basis for taxes. It is based on
      actual 1997 taxes net of the major's contributions

(3)   Use and Occupancy Tax is a City of Philadelphia tax payable by tenants,
      which is calculated based upon a percentage of the assessed value.
================================================================================

      Total costs, on average, are shown to be 13.5 percent of projected average
retail sales, which is considered reasonable, particularly based upon the upside
potential growth in sales after the proposed renovations are completed. We also
note that we have not included tenant marketing fees or the cost of energy.
Sometimes only the profit portion of energy costs is included for occupancy cost
analysis. Since energy usage varies from tenant to tenant, this occupancy cost
is usually not considered in such an analysis.

Food Court and Kiosks

      We have also elected to ascribe an individual unit market rate to the food
court and kiosk tenants. Franklin Mills has two food court areas comprising
12,850 square feet with 18 units, indicating an average size of 714 square feet
per unit. This average unit size is fairly typical of industry figures. As of
the appraisal date, 16 of the 18 food court units were leased. The Mills
Corporation has provided us with information on the food courts at the other
Mills malls. This information is summarized on the following page.

================================================================================


                                      -78-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

================================================================================
                                  Mills Centers
                            Average Food Court Rents
================================================================================
Center                            GLA (SF)         Annual Rent         Unit Rate
- --------------------------------------------------------------------------------
Gurnee Mills                       18,392          $1,002,637          $   54.51
- --------------------------------------------------------------------------------
Potomac Mills                       8,916          $  569,739          $   63.90
- --------------------------------------------------------------------------------
Sawgrass Mills                     24,468          $1,215,019          $   49.66
- --------------------------------------------------------------------------------
Total/Average                      43,911          $2,404,618          $   54.73
- --------------------------------------------------------------------------------
Franklin Mills                     11,589          $  575,963          $   49.70
================================================================================

      From the above, we see that among the three existing Mills projects, food
court rents range from an average of $49.66 per square foot at Sawgrass to a
high of $63.90 per square foot at Potomac Mills. Overall, the average rent for
the nearly 43,911 square feet of food court space is $54.73 per square foot.
Food court revenues account for approximately 4.8 percent of all base rent at
the Mills projects.

      As detailed in the previous section, the most recent food court leases at
Franklin Mills were to McDonalds for 694 square foot for 5 1/2 years at $40.00
per square foot and a two year lease to Subway for 490 square feet at $24.49 per
square foot. The weighted average of the 11.589 square feet of occupied space is
$49.70 per square foot. Based upon our total analysis, we have ascribed an
average market rent of $40.00 per square foot for a food court tenant. Per
recent practice, we have assumed a seven year term for all food court tenants.

      As a check upon our estimate of market rent, we have referenced the
publication Dollars and Cents of Shopping Centers as published by the Urban Land
Institute. In that publication we note that food court tenants pay, on average,
total occupancy costs of 16.8% of sales. For 1996, food court sales at the
subject were $493 per square foot. Assuming a 3.5 percent growth in sales, we
estimate 1997 sales at $510 per square foot.

      Food court tenants are expected to pay a higher cost of occupancy than
other tenants at the subject. In many regional malls, food court tenants will
generally pay the greater of 3.0 percent of sales or a flat cost per square foot
for the cost of operating the food court. For 1997, we calculate the standard
food court recovery to be approximately $35 per square foot. This charge is in
addition to the standard mall operating expenses of $15.46 per square foot

      Thus, base rent ($40.00) plus all pass-through charges ($50.46) can be
estimated at approximately $90.46 per square foot on average. Considering that
food court tenants had sales of $510 per square foot, the implied occupancy cost
would be 17.7 percent, which is achievable for most food court tenants. This
amount appears reasonable in light of the subject's attained rents as well as
our experience with other regional malls.

================================================================================


                                      -79-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

================================================================================
                               Food Court Tenants
                      Total Occupancy Cost Analysis - 1996
================================================================================
                                                           Cushman & Wakefield
             Tenant Cost (Annualized)                      Estimated Expenses/SF
================================================================================
Economic Base Rent                                         $ 40.00
                                                           (Weighted Average)
- --------------------------------------------------------------------------------
Occupancy Costs
- --------------------------------------------------------------------------------
  Common Area Maintenance                                  $ 10.45
- --------------------------------------------------------------------------------
  Real Estate Taxes                                        $  3.57
- --------------------------------------------------------------------------------
  Use and Occupancy Tax                                    $  1.44
- --------------------------------------------------------------------------------
  Food Court Expenses                                      $ 35.00
- --------------------------------------------------------------------------------
Total Tenant Costs                                         $ 90.46
- --------------------------------------------------------------------------------
1997 Sales (Estimates)                                     $510.00
- --------------------------------------------------------------------------------
Base Rent-Sales Ratio                                          7.8%
- --------------------------------------------------------------------------------
Cost of Occupancy Ratio                                       17.7%
================================================================================

      We have performed a similar analysis for the kiosk tenants. Franklin Mills
contains three permanent kiosks totaling 781 square feet with an average tenant
size for 260 square feet. The current average contract rent is $91.97 per square
foot. The most recent lease was signed in 1994 for a 300 square foot tenants at
$83.33 per square foot for five year terms.

      Based upon our total analysis, we have ascribed an average market rent of
$90.00 per square foot for a kiosk tenant. Per recent practice, we have assumed
a five year term for all kiosk tenants. The kiosk tenants pay the same operating
expenses of $15.46 per square foot that the mall tenants pay. Based upon the
1997 actual sales at the subject for kiosks of $1,422, the total cost of
occupancy for kiosk tenants would be 7.4%.

================================================================================
                                  Kiosk Tenants
                      Total Occupancy Cost Analysis - 1997
================================================================================
                                                           Cushman & Wakefield
             Tenant Cost (Annualized)                      Estimated Expenses/SF
================================================================================
Economic Base Rent                                         $   90.00
                                                           (Weighted Average)
- --------------------------------------------------------------------------------
Occupancy Costs
- --------------------------------------------------------------------------------
  Common Area Maintenance                                  $   10.87
- --------------------------------------------------------------------------------
  Real Estate Taxes                                        $    3.57
- --------------------------------------------------------------------------------
  Use and Occupancy Tax                                    $    1.44
- --------------------------------------------------------------------------------
Total Tenant Costs                                         $  105.88
- --------------------------------------------------------------------------------
1997 Sales (Estimate)                                      $1,422.00
- --------------------------------------------------------------------------------
Base Rent-Sales Ratio                                            6.3%
- --------------------------------------------------------------------------------
Cost of Occupancy Ratio                                          7.4%
================================================================================

Anchor and Other Major Tenant Revenues

      An investor in Franklin Mills would assume a leased fee interest in
several anchor and major tenants. The schedule below briefly summarizes the rent
obligation of each.

================================================================================


                                      -80-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

<TABLE>
<CAPTION>
====================================================================================================================================
                                            Scheduled Anchor and Major Tenant Obligations
                                                           As of May, 1997
====================================================================================================================================
                                                Demised              Base                Base                                Unit
Suite                  Tenant                  Area (SF)             Term                Term           Options            Rate (SF)
====================================================================================================================================
<S>                                              <C>                <C>                  <C>                <C>               <C>   
  B                    Spiegel                   60,115             7/1992 -             8 Yrs.         Two 5-yr.             $ 6.50
                                                                    7/2000
- ------------------------------------------------------------------------------------------------------------------------------------
  D                   JC Penney                 100,200             5/1989 -            10 Yrs.         Three 5-yr.           $ 5.47
                                                                    5/1999
- ------------------------------------------------------------------------------------------------------------------------------------
  E            Burlington Coat Factory          128,950             11/1993-            10 Yrs.         Four 5-yr.            $ 4.19
                                                                    10/2003
- ------------------------------------------------------------------------------------------------------------------------------------
  F                   Marshalls                  70,701             11/90-              10 yrs.         Three 5-yr.           $ 6.85
                                                                    1/2001
- ------------------------------------------------------------------------------------------------------------------------------------
  H              Ports of the World             152,370             5/1989-             20 yrs.         Three 10-yr.          $  .41
                   (Ground Lease)                                   1/2010
- ------------------------------------------------------------------------------------------------------------------------------------
  M                   OfficeMax                  30,237             5/1992-             10 yrs.         Two 5-yr.             $ 8.00
                                                                    4/2002
- ------------------------------------------------------------------------------------------------------------------------------------
1100                    Syms                     25,127             11/93-               5 Yrs.         Two 5-yr.             $ 6.45
                                                                    11/98
- ------------------------------------------------------------------------------------------------------------------------------------
1123                Neiman Marcus                26,900             6/1997-             10 yrs.         Two 5-yr.             $17.66
                                                                    5/2007
- ------------------------------------------------------------------------------------------------------------------------------------
1319              Filene's Basement              32,637             8/1989-             10 yrs.         Two- 5 yr.            $ 9.11
                                                                    1/2000
- ------------------------------------------------------------------------------------------------------------------------------------
1341             Bed, Bath & Beyond              40,232             5/1989-             10 yrs.         Two- 5 yr.            $ 9.20
                                                                    5/1999
- ------------------------------------------------------------------------------------------------------------------------------------
1620                  Nordstrom                  42,241             8/1993-             10 yrs.         Four 5-yr.            $ 6.00
                                                                    1/2004
- ------------------------------------------------------------------------------------------------------------------------------------
1624                    Saks                     46,406             11/1996-            10 yrs.         Three 5-yr.           $10.41
                                                                    11/2006
- ------------------------------------------------------------------------------------------------------------------------------------
1827                   Modells                   30,608             5/1989-             18 yrs.         Two- 5 yr.            $ 9.87
                                                                    5/2007
- ------------------------------------------------------------------------------------------------------------------------------------
1125                   Vacant                    23,254
                (Former I. Goldberg)                                                                                             .
                      Sub-Total                 809,978
- ------------------------------------------------------------------------------------------------------------------------------------
  G                General Cinema                61,000             12/1997 -           20 yrs.          Six - 4 and 5 Yr.    $15.57
                    (Sears Space)                                   11/2017
- ------------------------------------------------------------------------------------------------------------------------------------
 446                 Rain Forest                 20,000             5/1998-             10 yrs.          Three - 5 Yrs.       $30.00
                     (Proposed)                                     4/2008
====================================================================================================================================
</TABLE>

      The existing center includes 14 anchor and major tenant spaces involving
657,608 square feet plus one anchor on a pad lease occupying 152,370 square
feet. The former Sears store has been be demolished for construction of a 61,000
General Cinema movie theater which is scheduled to open by December, 1997.
Additionally, a new 20,000 square foot major tenant, Rain Forest, will be
constructed adjoining the theater. After completion of the new construction, the
subject will contain 420,966 square feet of owned anchor space and 352,560
square feet of major tenant space for a total of owned anchor/major tenant area
(excluding the land leased Ports of the World) of 773,526 square feet.

================================================================================


                                      -81-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
DEPARTMENT STORE LEASES
Cushman & Wakefield, Inc.
====================================================================================================================================
                                                        Lease                       Leased              Annual            Rent 
No. Name/Location                   Tenant              Start         Term           Area                Rent             Sq/Ft
====================================================================================================================================
<S>                                 <C>                 <C>          <C>           <C>            <C>                    <C>
 1  Spokane Valley Mall             JC Penney           Sep-97        20 yrs.      126,006        $523,924  (1-20)        $5.25
    Spokane, Washington                                                                                                        
    (JP Realty)                                                                                                                
- ------------------------------------------------------------------------------------------------------------------------------------
 2  Coventry Mall                   JC Penney           Aug-96        15 yrs.       91,719        $598,770  (1-15)        $6.00
    Chester County, Pennsylvania                                                                                               
    (The Goodman Company)                                                                                                      
- ------------------------------------------------------------------------------------------------------------------------------------
 3  Crabtree Valley Mall            Lord & Taylor       Jan-96        10 yrs.       99,795        $299,385  (1-10)        $3.00
    Raleigh, North Carolina                             Signed       +Fourteen                                                 
    (CMV Associates)                                     1993       5 yr. opt.                                                 
- ------------------------------------------------------------------------------------------------------------------------------------
 4  Dayton Mall                     JC Penney           Nov-95        15 yrs.      179,424        $762,652  (1-15)        $4.25
    Dayton, Ohio                                        Signed        - five                                                   
    (JMS Retail Properties)                              1994       5 yr. opt.                                                 
- ------------------------------------------------------------------------------------------------------------------------------------
 5  Mission Valley Mall             Mervyn's            Oct-95        40 yrs.       75,000        $446,250  (1-40)        $5.95
    San Diego, California                               Signed                                                                 
                                                         1994                                                                  
- ------------------------------------------------------------------------------------------------------------------------------------
 6  Independence Commons            Kohl's              Sep-95        20 yrs.       80,684        $526,867   (1-2)        $6.53
    Independence, Missouri                                                                        $576,891  (3-10)        $7.15
    (Homart)                                                                                      $597,062  (11-15)       $7.40
                                                                                                  $617,233  (16-20)       $7.65
- ------------------------------------------------------------------------------------------------------------------------------------
 7  Keystone Plaza                  Kohl's              May-95        15 yrs.       80,684        $564,788  (1-20)        $7.00
    Erie, Pennsylvania                                  Signed                                                                 
                                                         1994                                                                  
- ------------------------------------------------------------------------------------------------------------------------------------
 8  Aviation Mall                   JC Penney           Apr-95        15 yrs.       83,370        $288,460  (1-15)        $3.46
    Glens Falls, New York                               Signed        + five                                                   
    (The Pyramid Co.)                                   Nov-94       5 yr. opt                                                 
                                                                                                                               
                                    Montgomery Ward     Apr-95        15 yrs.       85,000        $260,000  (1-15)        $4.00
                                                        Signed                                                                 
                                                        Nov-94                                                                 
- ------------------------------------------------------------------------------------------------------------------------------------
 9  Brandon Town Center             Burdines            Mar-95        20 yrs.      140,000      $1,463,000   (1-2)       $10.45
    Tampa, Florida                                                     + six                    $1,544,200   (3-5)       $11.03
    (Urban Properties)                                              5 yr. opt.                  $1,625,400  (6-20)       $11.61
                                                                                                                               
                                    Sears               Feb-95        20 yrs.      132,468        $529,872  (1-20)        $4.00
                                                                       + one                                                   
                                                                    5 yr. opt.                                                 
- ------------------------------------------------------------------------------------------------------------------------------------
10  Confidential                    Confidential         1995         20 yrs.      129,000              $0  (1-20)        $0.00
    Top Ten MSA Locations                               Signed        + eight                                                  
                                                         1992       10 yr. opt.                                                
                                                                                                                               
                                    Confidential         1995         30 yrs.      172,000        $140,000  (1-30)        $0.81
                                                        Signed         + six                                                   
                                                         1992       10 yr. opt.                                                
                                                                                                                               
                                    Confidential         1995         20 yrs.      100,000              $0  (1-20)        $0.00
                                                        Signed        + eight                                                  
                                                         1992       10 yr. opt.                  
====================================================================================================================================


=======================================================================================================
                                                               Estimated      Estimated       Total    
                                        Breakpoint/             Sales          % Rent         Rent as  
No. Name/Location                      Breakpoint/SF           Sales/SF       % Rent/SF     % of Sales 
=======================================================================================================
 1  Spokane Valley Mall             1.50% > $33,076,578          N/A             --             --     
    Spokane, Washington                       $262.60                                                  
    (JP Realty)                                                                                        
- -------------------------------------------------------------------------------------------------------
 2  Coventry Mall                   1.50% > $22,938,500          N/A             --             --     
    Chester County, Pennsylvania              $250.00                                                  
    (The Goodman Company)                                                                              
- -------------------------------------------------------------------------------------------------------
 3  Crabtree Valley Mall            1.00% > $29,938,500      $20,958,950         --           1.43%    
    Raleigh, North Carolina                   $300.00          $210.00                                 
    (CMV Associates)                                                                                   
- -------------------------------------------------------------------------------------------------------
 4  Dayton Mall                     1.50% > $38,127,600      $26,195,904         --           2.91%    
    Dayton, Ohio                              $212.50          $146.00                                 
    (JMS Retail Properties)                                                                            
- -------------------------------------------------------------------------------------------------------
 5  Mission Valley Mall             2.00% > $22,312,500      $15,000,000         --           2.98%    
    San Diego, California                     $297.50          $200.00                                 
- -------------------------------------------------------------------------------------------------------
 6  Independence Commons            0.00% > $0                    --             --             --     
    Independence, Missouri                      $0.00             --                                   
    (Homart)                                                                                           
- -------------------------------------------------------------------------------------------------------
 7  Keystone Plaza                  1.00% > $18,000,000           --             --             --     
    Erie, Pennsylvania                        $223.09             --                                   
- -------------------------------------------------------------------------------------------------------
 8  Aviation Mall                   1.50% > $14,406,000      $10,838,100         --           2.66%    
    Glens Falls, New York                     $172.80           $130.00                                
    (The Pyramid Co.)                                                                                  
                                                                                                       
                                    1.50% > $12,000,000           --             --             --     
                                              $184.62             --                                   
- -------------------------------------------------------------------------------------------------------
 9  Brandon Town Center             1.00% > $36,086,000      $28,280,000         --           5.17%    
    Tampa, Florida                            $257.76          $202.00                                 
    (Urban Properties)                                                                                 
                                                                                                       
                                    1.00% > $33,098,000      $22,387,000         --           2.37%    
                                              $249.86          $169.00                                 
- -------------------------------------------------------------------------------------------------------
10  Confidential                    1.00% to $40,000,000     $42,800,000      $433,600        1.01%    
    Top Ten MSA Locations                     $310.08          $331.79         $3.36                   
                                                                                                       
                                                  --         $63,600,400         --           0.20%    
                                                               $369.77                                 
                                                                                                       
                                    1.00% to $40,000,000     $32,000,000      $320,000        1.00%    
                                    0.50% > $40,000,000        $320.00         $3.20
=======================================================================================================


=====================================================================================
No. Name/Location                               Comments                             
=====================================================================================
 1  Spokane Valley Mall             JC Penney at proposed mall scheduled for         
    Spokane, Washington             opening in Nov=97. CAM at $.50/sf, increasing    
    (JP Realty)                     $.05 every 5 yrs. Sales est. at $20,650,000.     
- -------------------------------------------------------------------------------------
 2  Coventry Mall                   Anchor addition to Coventry Mall originally      
    Chester County, Pennsylvania    constructed in 1966. Mall includes 4 anchor      
    (The Goodman Company)           and has a total area of 818,161+/-sf.            
- -------------------------------------------------------------------------------------
 3  Crabtree Valley Mall            May Company unit taking over former              
    Raleigh, North Carolina         Hect's store. Will expand from 85,761 SF.        
    (CMV Associates)                Taxes over base + nominal CAM contribution.      
- -------------------------------------------------------------------------------------
 4  Dayton Mall                     Tenant relocating to new store at mall.          
    Dayton, Ohio                    CAM at $.35/sf. Increasing to $.40/sf in         
    (JMS Retail Properties)         year 11. Sales=chain average.                    
- -------------------------------------------------------------------------------------
 5  Mission Valley Mall             Former Saks store being leased and               
    San Diego, California           sold back to mall. No Tls given, no CAM,         
                                    sales=chain average                              
- -------------------------------------------------------------------------------------
 6  Independence Commons            New 363,853 SF power center. Store               
    Independence, Missouri          scheduled to open November, 1995. No             
    (Homart)                        percentage rent. Kohl's given Tls of $30         
                                    per square foot.                                 
- -------------------------------------------------------------------------------------
 7  Keystone Plaza                  Regional dept chain lease in new power           
    Erie, Pennsylvania              center anchored by Wal-Mart. Tenant to           
                                    pay nominal CAM and own tax bill.                
- -------------------------------------------------------------------------------------
 8  Aviation Mall                   Mall expansion underway. JC Penney to            
    Glens Falls, New York           occupy new store. CAM of $.45/sf, pro rata       
    (The Pyramid Co.)               taxes over 3rd year.                             
                                                                                     
                                    Montgomery Wards term of 15 years is still       
                                    to be determined. They are occupying a new       
                                    store at the mall.                               
- -------------------------------------------------------------------------------------
 9  Brandon Town Center             New regional mall in Tampa, Fl. Burdines's       
    Tampa, Florida                  separately assessed; pays CAM at $.30/sf         
    (Urban Properties)              increasing by $.07/sf every 5 years.             
                                                                                     
                                    Sears also is assessed separately; pays          
                                    CAM of $.19/sf in years 1-5. Increasing to       
                                    $.30 in year 6 & $.05/sf every five yeras after. 
- -------------------------------------------------------------------------------------
10  Confidential                    Percentage rent clause for years 1-5; base       
    Top Ten MSA Locations           rent determined in year 6 by 70% of average      
                                    rent paid in years 3-5. Contribution capped      
                                    at $500K. Second anchor has flat rent,           
                                    no percentage rent clause. Third anchor to       
                                    repay a $14 million tenant allowance over        
                                    term of lease. Minimum of $200,000 in            
                                    percentage rent to be paid annually.             
=====================================================================================
</TABLE>
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      The four anchor tenants (Speigel, JC Penney, Burlington Coat Factory and
Marshalls) have rental rates ranging from $4.19 to $6.50 per square foot with
the larger tenants at the lower end of the range. All have incorporated some
form of rent step with increases of $0.25 to $0.75 per square foot appearing to
be most typical. All of the tenants have multiple options with rent increases of
approximately $.25 to $.75 per square foot.

================================================================================
                          Scheduled Anchor Obligations
                                As of May 1, 1997
================================================================================
                  Demised        Base        Base                       Option
   Tenant        Area (SF)       Term      Rent (SF)      Options      Rent (SF)
================================================================================
Burlington Coat   128,950      11/1993-     $4.19        Four 5-yr.    (1) $4.61
   Factory                     10/2003                                 (2) $4.82
                                                                       (3) $5.03
                                                                       (4) $5.23
- --------------------------------------------------------------------------------
  JC Penney       100,200      5/1989 -     $5.47        Three 5-yr.   (1) $5.97
                               5/1999                                  (2) $6.47
                                                                       (3) $6.97
- --------------------------------------------------------------------------------
   Spiegel         60,115      7/1992 -     $6.50        Two 5-yr.     (1) $7.25
                               7/2000                                  (2) $8.50
- --------------------------------------------------------------------------------
  Marshalls        70,701      11/90-       $6.85        Three 5-yr.   (1) $7.35
                               1/2001                                  (2) $7.85
                                                                       (3) $8.35
- --------------------------------------------------------------------------------

      The following chart summarizes rent, percentage rent, if any, and CAM
contributions for anchor tenants. We have compared these costs to projected
sales to estimate the reasonableness of current obligations.

================================================================================
                        Rent/    Taxes &     Total                  Total Cost
Tenant                   S.F.    CAM/S.F.  Costs/S.F.  Sales/S.F   as % of Sales
================================================================================
Burlington Coat
   Factory             $ 4.19     $ 3.62     $ 7.81     $  108        7.2%
- --------------------------------------------------------------------------------
  JC Penney            $ 5.65     $ 1.48     $ 7.13     $  341        2.1%
- --------------------------------------------------------------------------------
   Spiegel             $ 6.50     $ 3.65     $10.15     $  123        8.3%
- --------------------------------------------------------------------------------
  Marshalls            $ 6.85     $ 3.66     $10.51     $  140        7.5%
================================================================================

      On the opposing page is a summary of anchor store leases throughout the
United States. Based upon that survey, the base lease and option terms for the
anchor tenants are at the middle to low end of the range. We have, therefore,
assumed that the anchor tenants will exercise their options and will occupy
their space for the term of our analysis.

      As a linchpin of its remerchandising plan, ownership has recently
demolished a former Sears Department store for construction of a 61,000 square
foot multiplex theater. Ownership is in negotiation with General Cinema to
occupy the new theater. General Cinema currently operates a movie theater on
land it owns adjacent to the mall. Ownership would purchase that site and
demolish the existing improvements. The total cost of demolition, acquisition
and construction is estimated at $12.05 million, less a credit of $2.75 million
for sale of the movie theater site, for a net construction cost of $9.3 million.

================================================================================


                                      -82-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
======================================================================================================================
Franklin Mills                                                                                        Rent Comparables
                                                                                                      24-Apr-97      
Philadelphia, PA                                            Major Tenants
                                                            All Effective Rents discounted at                   10.50%

======================================================================================================================
Property Name - Tenant Name        Commencement          Lease NRA          Contract Rent                  Lease
Address & Proximity to Subject     % Lease Term      Condition of Space        PSF/Unit                 Concessions
Building NRA/Age & Occupancy                          New/Expand/Renov     CPI/Escalations               $ Per S.F.
                                                       Add On Factor
======================================================================================================================
<S>                                   <C>             <C>                     <C>                     <C>
Subject:                               n/a                                       1-5                  F/R(mos):  0
Market Terms                               10.00      2nd Generation               $12.00             F/R:      $0.00
Franklin Mills                        Years                                      6-10                 M/A:      $0.00
                                                                                   $13.00             PKG:      $0.00
1,402,193/1989                                                                  11-15                 LBO:      $0.00
                                                                                   $ 0.00             Other:    $0.00
                                                                                16-20
                                                                                   $ 0.00
- ----------------------------------------------------------------------------------------------------------------------
Comp 1:                                1997                   20,000             1-5                  F/R(mos):  0
Rain Forest                                10.00      2nd Generation               $30.00             F/R:      $0.00
Franklin Mills                        Years                                      6-10                 M/A:      $0.00
Subject                                                                            $31.00             PKG:      $0.00
1,402,193/1989                                                                  11-15                 LBO:      $0.00
                                                                                   $ 0.00             Other:    $0.00
                                                                                16-20
                                                                                   $ 0.00
- ----------------------------------------------------------------------------------------------------------------------
Comp 2:                                1997                   26,000             1-5                  F/R(mos):  0
Neiman Marcus(Relocation)                  10.00      2nd Generation               $17.66             F/R:      $0.00
Franklin Mills                        Years                                      6-10                 M/A:      $0.00
Subject                                                                            $19.42             PKG:      $0.00
1,402,193/1989                                                                  11-15                 LBO:      $0.00
                                                                                   $ 0.00             Other:    $0.00
                                                                                16-20
                                                                                   $ 0.00
- ----------------------------------------------------------------------------------------------------------------------
Comp 3:                                1996                   46,406             1-5                  F/R(mos):  0
Saks (Expansion)                           10.00      2nd Generation               $10.41             F/R:      $0.00
Franklin Mills                        Years                                      6-10                 M/A:      $0.00
Subject                                                                            $11.06             PKG:      $0.00
1,402,193/1989                                                                  11-15                 LBO:      $0.00
                                                                                   $ 0.00             Other:    $0.00
                                                                                16-20
                                                                                   $ 0.00
- ----------------------------------------------------------------------------------------------------------------------
Comp 4:                                1995                   20,000             1-5                  F/R(mos):  0
Old Navy                                   15.00      1st Generation               $14.50             F/R:      $0.00
East Gate Square                      Years                New                   6-10                 M/A:      $0.00
10 Miles from subject                                                              $17.00             PKG:      $0.00
744,000 sf NRA/1993-1996/90%                                                    11-15                 LBO:      $0.00
                                                                                   $20.00             Other:    $0.00
- ----------------------------------------------------------------------------------------------------------------------
Comp 5:                                1993                   20,000             1-5                  F/R(mos):  0
AC Moore                                   15.00      1st Generation               $13.00             F/R:      $0.00
East Gate Square                      Years                New                   6-10                 M/A:      $0.00
10 Miles from subject                                                              $14.00             PKG:      $0.00
744,000 sf NRA/1993-1996/90%                                                    11-15                 LBO:      $0.00
                                                                                   $15.00             Other:    $0.00
- ----------------------------------------------------------------------------------------------------------------------
Comp 6:                                1993                   20,000             1-5                  F/R(mos):  0
Linens N Things                            15.00      1st Generation               $12.00             F/R:      $0.00
East Gate Square                      Years                                      6-10                 M/A:      $0.00
10 Miles from subject                                                              $13.00             PKG:      $0.00
744,000 sf NRA/1993-1996/90%                                                    11-15                 LBO:      $0.00
                                                                                   $14.00             Other:    $0.00
- ----------------------------------------------------------------------------------------------------------------------
Comp 7:                                1996                   26,752             1-5                  F/R(mos):  0
Petsmart                                   10.00                                   $16.00             F/R:      $0.00
The Court at Oxford Valley            Years                                      6-10                 M/A:      $0.00
5 Miles from Subject                                                               $17.00             PKG:      $0.00
430,000 sf NRA/1996/100%                                                        11-15                 LBO:      $0.00
                                                                                   $18.00             Other:    $0.00
                                                                                16-20
                                                                                   $ 0.00
- ----------------------------------------------------------------------------------------------------------------------
Comp 8:                                1996                   26,752             1-5                  F/R(mos):  0
PetsMart                                   15.50      1st Generation               $13.50             F/R:      $0.00
Brandywine Square                     Years                New                   6-10                 M/A:      $0.00
15 Miles from Subject                                                              $14.85             PKG:      $0.00
579,000 sf NRA/1996/100%                                                        11-15                 LBO:      $0.00
                                                                                   $16.34             Other:    $0.00
                                                                                16-20
                                                                                   $ 0.00
======================================================================================================================


=======================================================================================================
Property Name - Tenant Name                                              Effective              Adj.
Address & Proximity to Subject      Workletter       Effective             Rent               Effective
Building NRA/Age & Occupancy        $ Per S.F.          Rent            Adjustments           Rent Per
                                                                                              S.F./Unit
====================================================================================================================================
Subject:                               $15.00          $9.94      Quality/Age:         0%       $9.94     NPV                 76.41
Market Terms                                                      Location:            0%                 Workletter         (15.00)
Franklin Mills                                                    Size/Credit:         0%                 Commissions          0.00
                                                                  Amenities:           0%                 Other                0.00
1,402,193/1989                                                    Lease Term:          0%                 --------------------------
                                                                  Other                0%                 Adj NPV             61.41
                                                                  -----------------------                 --------------------------
                                                                  Total Adj:           0%                 G Eff Rent          $9.94
                                                                                                          Optg Exp           n/a
                                                                                                          --------------------------
                                                                                                          Net Eff Rent        $9.94
- ------------------------------------------------------------------------------------------------------------------------------------
Comp 1:                               $137.50          $8.11      Quality/Age:         0%       $8.11     NPV                187.57
Rain Forest                                                       Location:            0%                 Workletter        (137.50)
Franklin Mills                                                    Size/Credit:         0%                 Commissions          0.00
Subject                                                           Amenities:           0%                 Other                0.00
1,402,193/1989                                                    Lease Term:          0%                 --------------------------
                                                                  Other                0%                 Adj NPV             50.07
                                                                  -----------------------                 --------------------------
                                                                  Total Adj:           0%                 G Eff Rent          $8.11
                                                                                                          Optg Exp           n/a
                                                                                                          --------------------------
                                                                                                          Net Eff Rent        $8.11
- ------------------------------------------------------------------------------------------------------------------------------------
Comp 2:                                $24.16         $14.40      Quality/Age:         0%      $12.96     NPV                113.11
Neiman Marcus(Relocation)                                         Location:            0%                 Workletter         (24.16)
Franklin Mills                                                    Size/Credit:         0%                 Commissions          0.00
Subject                                                           Amenities:           0%                 Other                0.00
1,402,193/1989                                                    Lease Term:          0%                 --------------------------
                                                                  Other                0%                 Adj NPV             88.95
                                                                  -----------------------                 --------------------------
                                                                  Total Adj:           0%                 G Eff Rent         $14.40
                                                                                                          Optg Exp           n/a
                                                                                                          --------------------------
                                                                                                          Net Eff Rent       $14.40
- ------------------------------------------------------------------------------------------------------------------------------------
Comp 3:                                $43.10          $3.67      Quality/Age:         0%       $3.67     NPV                 65.78
Saks (Expansion)                                                  Location:            0%                 Workletter         (43.10)
Franklin Mills                                                    Size/Credit:         0%                 Commissions          0.00
Subject                                                           Amenities:           0%                 Other                0.00
1,402,193/1989                                                    Lease Term:          0%                 --------------------------
                                                                  Other                0%                 Adj NPV             22.68
                                                                  -----------------------                 --------------------------
                                                                  Total Adj:           0%                 G Eff Rent          $3.67
                                                                                                          Optg Exp           n/a
                                                                                                          --------------------------
                                                                                                          Net Eff Rent        $3.67
- ------------------------------------------------------------------------------------------------------------------------------------
Comp 4:                                $25.00         $12.94      Quality/Age:         5%       $9.71     NPV                122.56
Old Navy                                                          Location:           20%                 Workletter         (25.00)
East Gate Square                                                  Size/Credit:         0%                 Commissions          0.00
10 Miles from subject                                             Amenities:           0%                 Other                0.00
744,000 sf NRA/1993-1996/90%                                      Lease Term:          0%                 --------------------------
                                                                  Other                0%                 Adj NPV             97.56
                                                                  -----------------------                 --------------------------
                                                                  Total Adj:          25%                 G Eff Rent         $12.94
                                                                                                          Optg Exp           n/a
                                                                                                          --------------------------
                                                                                                          Net Eff Rent       $12.94
- ------------------------------------------------------------------------------------------------------------------------------------
Comp 5:                                 $5.00         $13.00      Quality/Age:         5%       $9.75     NPV                103.03
AC Moore                                                          Location:           20%                 Workletter          (5.00)
East Gate Square                                                  Size/Credit:         0%                 Commissions          0.00
10 Miles from subject                                             Amenities:           0%                 Other                0.00
744,000 sf NRA/1993-1996/90%                                      Lease Term:          0%                 --------------------------
                                                                  Other                0%                 Adj NPV             98.03
                                                                  -----------------------                 --------------------------
                                                                  Total Adj:          25%                 G Eff Rent         $13.00
                                                                                                          Optg Exp           n/a
                                                                                                          --------------------------
                                                                                                          Net Eff Rent       $13.00
- ------------------------------------------------------------------------------------------------------------------------------------
Comp 6:                                 $5.00         $12.00      Quality/Age:         5%       $9.00     NPV                 95.49
Linens N Things                                                   Location:           20%                 Workletter          (5.00)
East Gate Square                                                  Size/Credit:         0%                 Commissions          0.00
10 Miles from subject                                             Amenities:           0%                 Other                0.00
744,000 sf NRA/1993-1996/90%                                      Lease Term:          0%                 --------------------------
                                                                  Other                0%                 Adj NPV             90.49
                                                                  -----------------------                 --------------------------
                                                                  Total Adj:          25%                 G Eff Rent         $12.00
                                                                                                          Optg Exp           n/a
                                                                                                          --------------------------
                                                                                                          Net Eff Rent       $12.00
- ------------------------------------------------------------------------------------------------------------------------------------
Comp 7:                                $25.00         $13.35      Quality/Age:         5%      $10.01     NPV                125.64
Petsmart                                                          Location:           20%                 Workletter         (25.00)
The Court at Oxford Valley                                        Size/Credit:         0%                 Commissions          0.00
5 Miles from Subject                                              Amenities:           0%                 Other                0.00
430,000 sf NRA/1996/100%                                          Lease Term:          0%                 --------------------------
                                                                  Other                0%                 Adj NPV            100.64
                                                                  -----------------------                 --------------------------
                                                                  Total Adj:          25%                 G Eff Rent         $13.35
                                                                                                          Optg Exp           n/a
                                                                                                          --------------------------
                                                                                                          Net Eff Rent       $13.35
- ------------------------------------------------------------------------------------------------------------------------------------
Comp 8:                                $25.00         $11.18      Quality/Age:         5%      $10.05     NPV                110.40
PetsMart                                                          Location:            5%                 Workletter         (25.00)
Brandywine Square                                                 Size/Credit:         0%                 Commissions          0.00
15 Miles from Subject                                             Amenities:           0%                 Other                0.00
579,000 sf NRA/1996/100%                                          Lease Term:          0%                 --------------------------
                                                                  Other                0%                 Adj NPV             85.40
                                                                  -----------------------                 --------------------------
                                                                  Total Adj:          10%                 G Eff Rent         $11.18
                                                                                                          Optg Exp           n/a
                                                                                                          --------------------------
                                                                                                          Net Eff Rent       $11.18
====================================================================================================================================
</TABLE>
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      The current proposal calls for General Cinema to occupy this space for
twenty years at an annual rent of $950,000 ($15.57 per square foot) for the
first ten years and $1,045,000 ($17.13 per square foot) for the following ten
years for an average effective rent of $15.98. The following is a summary of
recent lease transactions for movie theaters.


<TABLE>
<CAPTION>
========================================================================================================
                                    Movie Theater Lease Transactions
========================================================================================================
Location                  Tenant                 Term              Size                  Rent/S.F.
========================================================================================================
<S>                       <C>                    <C>            <C>                  <C>
Richland Crossing         Magic Cinema           1997-          42,300 S.F.          $7.57 (Yrs. 1-5)
Route 309                                        25 Yrs.                             $8.32 (Yrs. 6-10)
Richland Township                                                                    $9.15 (Yrs. 11-15)
Bucks County, Pa                                                                     $10.07 (Yrs. 16-20)
                                                                                     $11.08 (Yrs. 21-25)
- --------------------------------------------------------------------------------------------------------
Independence Commons      AMC                    1997 -         63,800 S.F.          $13.50 (Yrs. 1-2)
39th Street                                      20 Yrs.                             $14.75 (Yrs. 3-4)
Independence, Mo.                                                                    $15.50 (Yrs. 6-10)
                                                                                     $16.50 (Yrs. 11-14)
                                                                                     $17.50 (Yrs. 15-18)
                                                                                     $17.00 (Yrs. 19-20)
- --------------------------------------------------------------------------------------------------------
Courtland Center          Startime Cinema        1996-          25,000 S.F.          $10.00 (Yrs. 1-10)
Burton, Michigan                                 20 Yrs.                             $12.00 (Yrs. 11-20)
- --------------------------------------------------------------------------------------------------------
Keystone Plaza            Cinemark               1995-          73,294 S.F.          $10.50 (Yrs. 1-5)
Rte. 19                                          15 Yrs.                             $11.50 (Yrs. 6-10)
Erie, Pa.                                                                            $12.00 (Yrs. 11-15)
- --------------------------------------------------------------------------------------------------------
Mall at Steamtown         United Artists         1995-          30,000 S.F.          $9.50 (Yrs. 1-3)
Lackawanna Avenue                                21 Yrs.                             $11.25 (Yrs. 4-7)
Scranton, Pa.                                                                        $13.75 (Yrs. 8-14
                                                                                     $15.75 (Yrs. 15-21)
========================================================================================================
</TABLE>

      Despite the high average rent proposed for the movie theater lease at the
subject, this transaction would not be economically feasible on its own merits
due to the high construction costs. Assuming a cost of capital of 10.5 percent,
the General Cinema lease has a negative net present value. However, ownership is
convinced that this lease structure is necessary to attract the cinema to the
mall, which will add a strong entertainment focus to the south end of the mall,
when combined with the proposed adjoining 20,000 square foot Rain Forest
restaurant to be built adjacent the theater. Therefore, our analysis assumes
that the General Cinema lease will be signed under the proposed terms and
conditions.

      On the opposing page is a summary of recent market transactions for major
tenants at the subject property and at area retail centers. As noted, the Saks
expansion lease calls for a ten year term with a base rent of $10.41 per square
foot for the first four years, $10.94 per square foot for the next five years
and $11.52 per square foot for the tenth year with a workletter of $43.10 per
square foot. Saks will also occupy the 34,918 square foot former Neiman Marcus
space for a ten year term at $6.00 per square foot. As this space was in
excellent condition, tenant improvements were less than typical at $8.59 per
square foot.

================================================================================


                                      -83-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      There is a lease proposal to construct a 20,000 square foot restaurant at
the subject named Rain Forest Cafe. This lease proposal calls for a ten year
term with a base rent of $30.00 per square foot for the first five years
increasing to $31.00 per square foot for the second five years with a tenant
workletter of $137.50 per square foot.

      The final lease at the subject is the projected relocation of Neiman
Marcus from its current location to the former TJ Maxx space. At the new
location, Neiman Marcus would pay $17.66 per square foot for the first five
years, increasing to $19.42 per square foot for the final five years with a
workletter of $24.16 per square foot.

      We have also compiled lease transaction for Big Box retail tenants in the
trade area. Prior to adjustment these tenants have base rents ranging from
$12.00 to $16.00 per square foot. These lease transactions are for fifteen year
terms with increases every five years ranging from $1.00 to $2.50 per square
foot.

      Based upon our total analysis, we have ascribed an average market rent of
$12.00 per square foot for major tenants (20,000 - 60,000 square feet) for a ten
year term with an increase of $1.00 per square foot after five years. We have
also projected an average workletter of $15.00 per square foot for new major
tenants.

      We would note that two major tenants, Syms and Nordstroms, have option
periods with rental rates which are significantly below market. Nordstroms has
an option at $7.00 per square foot and Syms has an option at $7.10 per square
foot. Since these option terms are extremely favorable to the tenant, we have
assumed that they will be exercised.

      Owned anchor and major tenants (exclusive of ground leased pads) comprise
773,526 square feet, or 56 percent of the total owned GLA. During fiscal year
1998, these tenants are forecasted to account for approximately $5.1 million in
minimum rent, which is approximately 30 percent of all forecasted minimum rent
that year. Because of the overall creditworthiness of these tenants, we see this
as adding stability to the cash flow.

Concessions

      A developer has a variety of leasing strategies available in which to
reduce the effective rent which the tenant would ultimately pay. Two concessions
which reduce the effective rent which a tenant would pay involve free or reduced
rent and tenant improvement allowances (TIs).

      Upon lease expirations, it is necessary that we consider the level of
concessions, which would be necessary to continue to achieve market rents at the
subject. It is noted that while we have not ascribed any free rent to future
tenants, we have, however, made allowances for tenant improvements which act as
a form of inducement to convince a tenant to locate at the subject. These
allowances are conservative to the extent that in many instances ownership has
been successful in leasing space as is to tenants. Where we have reflected a
pending lease deal, we have included any negotiated tenant allowance as provided
by management.

================================================================================


                                      -84-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Free Rent

      Free rent is an inducement offered by developers to entice a tenant to
locate in their project over a competitor's. This marketing tool has become
popular in the leasing of office space, particularly in view of the
over-building which has occurred in many markets. As a rule, most major retail
developers have been successful in negotiating leases without including free
rent. Our experience with regional malls shows that free rent is generally
limited to new projects in marginal locations without strong anchor tenants that
are having trouble leasing, as well as older centers that are losing tenants to
new malls in their trade area.

      A review of the rent roll and most recent leasing activity suggests that
free rent has been has been a relative non-issue at the subject to date. In this
regard, no free rent has been considered for future leasing activity at the
subject. Given the strength of the local trade area and performance at competing
centers, it is reasonable to assume that this form of concession will not become
an issue in the foreseeable future. As such, we believe that our tenant
improvement allowance sufficiently covers the need to offer any tenant
inducement.

Tenant Improvements

      Recent lease negotiations indicate that, tenants have been receiving
significant tenant improvement allowances. Our analysis of recent lease
proposals indicates that tenant improvement allowances can range from no dollars
to $138 per square foot for a new tenant space involving major reconfiguration
of existing tenant areas. For this analysis, we have made an allowance of $15.00
per square foot for future turnover space where a tenant is projected to leave
their space. Upon lease expiration, however, a cosmetic remodel may only be
needed as opposed to a complete renovation or reconfiguration of the space.
Furthermore, it is not uncommon for tenants to bear the cost of remodeling space
at their own expense. Also many existing materials can typically be recycled.
Therefore, we have not included a tenant improvement provision for renewal
tenants.

      These tenant improvement allowances are blended based upon the assumed
tenant retention ratio of 75 percent with a turnover probability of 25 percent.
This calculation results initially in a weighted allowance rate of $3.75 per
square foot applied to all tenant space.

Absorption

      Currently, there is 33,991 square feet of mall and food court space
available which includes 12,121 square feet which will be created by the new
construction in the Cinema/Rain Forest area. In addition there are 43,793 square
feet of mall tenants which are considered temporary tenants or paying percentage
rent only. Finally, there is the 23,254 square foot former I. Goldberg space
which is available. In 1997 and 1998, a major remerchandising of the mall will
be completed which will include a new GAP, Polo and Talbot's store in the north
end of the mall plus a new movie theatre and Rain Forest restaurant on the south
end.

      In this analysis, we have assumed that all percentage rent and temporary
tenants will go to a market lease under a normal speculative renewal
probability. For the former I. Goldberg space, we have assumed an eight month
marketing period, plus full tenant improvement costs and leasing commissions.
Finally, we have assumed a phased absorption of the remaining 33,991 square feet
of vacant space on an eighteen month period. This absorption schedule equates to
approximately 5,700 square feet per quarter. The following is a summary of our
absorption schedule for the subject.

================================================================================


                                      -85-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

================================================================================
                                 Franklin Mills
                               Absorption Schedule
================================================================================
Tenant            Term            Leased Area       Rent/S.F.               TI
================================================================================
Former I.      2/98 -10 Yrs.      23,254 S.F.       $12.00 Yrs. 1-5       $15.52
Goldberg                                            $13.00 Yrs. 6-10    
- --------------------------------------------------------------------------------
Suite 112      11/97 - 5 Yrs.      2,717 S.F.       $21.00                $15.00
Suite 113                                           $21.00                      
Suite 457                                           $25.00                      
- --------------------------------------------------------------------------------
Suite 421      2/98 - 5 Yrs.       5,041 S.F.       $19.67                $15.53
Suite 448                          2,094 S.F.       $21.74              
- --------------------------------------------------------------------------------
Suite 425      5/98 - 5 Yrs.       2,971 S.F.       $21.74                $15.53
Suite 449                          1,988 S.F.       $25.88              
Suite 839                            765 S.F.       $25.75              
Suite F884                           635 S.F.       $41.40              
Suite F887                           626 S.F.       $41.40              
- --------------------------------------------------------------------------------
Suite 446      8/98-5 Yrs.         8,039 S.F.       $19.67                $16.63
================================================================================

Income Growth Rates

      Market rent will, over the life of a prescribed holding period, quite
obviously follow an erratic pattern. A review of investor's expectations
regarding income and expense growth shows that projections range between 3.00
and 4.00 percent for regional malls. Cushman & Wakefield's Autumn 1996 survey of
pension funds, REITs, bank and insurance companies, and institutional advisors
reveals that current income forecasts are utilizing average annual growth rates
between 1.5 and 4.0 percent. The low and high mean is which to be 3.3 and 3.5
percent respectively. The Peter F. Korpacz Investor Survey (Fourth Quarter 1996)
shows similar results with average rent growth of 2.64 percent. After
considering the above, we have utilized a rent growth rate of 3.50 percent which
is in line with current investor surveys.

Releasing Assumption

      Most of the leases for mall specialty tenants and kiosks tenants are for
five year terms, while the food court tenants typically have a seven year terms,
and the major tenants typically have a ten year term. Our releasing scenario
assumes these lease terms for the various categories of tenants.

      With the exception of the major tenants, most leases at the subject are
flat throughout the term. The major tenants typically have increases during the
term ranging from $.50 to $3.00 per square foot. In our analysis, we have
projected a $1.00 per square foot increase after five years for major tenants,
with the smaller tenants having a flat rental stream throughout their term.

      Upon lease expiration, it is our best estimate that there is a 75 percent
probability that an existing tenant will renew their lease while the remaining
25 percent will vacate their space at this time. While the 25 percent may be
conservative by some historic measures in other malls, we think that it is a
market oriented assumption. Upon lease rollover/turnover, space is forecasted to
be released at the higher of the last effective rent (defined as minimum rent
plus overage rent if any) and the previously ascribed market rent, increasing by
our market rent growth rate assumption.

================================================================================


                                      -86-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                          Franklin Mills Sales Volumes

                                    Sales                Occupied      Sales Per
                                    Volume                 Area           S.F.

  1996
Total Sales                      $ 97,699,228            365,807       $  267.08
Kiosk                            $    763,798                556       $1,373.74
Food Court                       $  4,742,984              9,615       $  493.29
Mall                             $ 92,192,446            355,636       $  259.23

  1995 
Total Sales                      $123,124,300            530,092       $  232.27
Kiosk                            $    915,646                856       $1,069.68
Food Court                       $  5,049,985             10,527       $  479.72
Mall                             $117,158,669            518,709       $  225.87

                                    1994 
Total Sales                      $133,854,621            554,795       $  241.27
Kiosk                            $  1,028,838              1,306       $  787.78
Food Court                       $  6,777,477             14,201       $  477.25
Mall                             $126,048,306            539,288       $  233.73
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      It is our assumption that a standard tenant improvement allowance for a
new tenant would be $15.00 per square foot. Per recent practice at the subject,
no tenant improvement allowance would be payable to rollover or kiosk tenants.
For speculative tenants, the same 75%/25% probability would apply, indicating a
weighted average tenant improvement allowance of $3.75 per square foot for
speculative renewals in the initial year of our analysis.

      Leasing commissions at the subject are paid to management at a rate of
three percent of the annual rent, payable over the term of the lease. For
tenants which renew, a two percent leasing commission is payable. For
speculative tenants, we utilized the same 75%/25% probability.

      Our global market assumptions for non-anchor tenants may be summarized on
the following chart.

<TABLE>
<CAPTION>
====================================================================================================================================
                                                         Renewal Assumptions
====================================================================================================================================
                               Lease                                                 Free             Leasing              Tenant
   Tenant Type                 Term                     Rent Steps                   Rent           Commissions          Alterations
====================================================================================================================================
<S>                           <C>                     <C>                           <C>                <C>                   <C>
In-Line Mall Shops             5 yrs.                      None                       No                Yes                  Yes
- ------------------------------------------------------------------------------------------------------------------------------------
      Kiosks                   5 yrs.                      None                       No                Yes                  No
- ------------------------------------------------------------------------------------------------------------------------------------
    Food Court                 7 yrs.                      None                       No                Yes                  Yes
- ------------------------------------------------------------------------------------------------------------------------------------
      Major                   10 yrs.             $1.00/S.F. after 5 yrs.             No                Yes                  Yes
====================================================================================================================================
</TABLE>

Conclusion - Minimum Rent
      In the initial full year of the investment (Fiscal Year 1998), it is
projected that the subject property will produce approximately $16,846,966 in
minimum rental income. This estimate of base rental income is equivalent to
$12.24 per square foot of total owned GLA. Alternatively, minimum rental income
accounts for 56.4 percent of all potential gross revenues. Further analysis
shows that over the eleven years of our holding period (FY 1998 - FY 2009),
minimum rent advances at an average compound annual rate of 3.91 percent.

Overage Rent
      In addition to the minimum base rent, many of the tenants of the subject
property have contracted to pay a percentage of their gross annual sales over a
pre-established base amount as overage rent. Many leases have a natural
breakpoint although an equal number do have stipulated breakpoints. The average
overage percentage for mall shop tenants is in a range of 5.0 to 8.0 percent
with food court and kiosk tenants generally at 8.0 to 10.0 percent. Anchor
tenants typically have the lowest percentage clause with ranges of 1.0 to 3.0
percent which is typical and is usually pared with a stipulated breakpoint.

      Traditionally, it takes a number of years for a retail center to mature
and gain acceptance before generating any sizable percentage income. As a center
matures, the level of overage rents typically becomes a larger percentage of
total revenue. It is a major ingredient protecting the equity investor against
inflation. Because of the dynamics of the economy and marketplace, it is
difficult to predict with accuracy what sales will be on an individual tenant
level.

================================================================================


                                      -87-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      According to both the Cushman & Wakefield and Korpacz surveys, major
investors are looking at a range of growth rates of 0 percent initially to a
high of 6 percent in their computational parameters. Most typically, stabilized
growth rates of 4 percent to 5 percent are seen in these surveys, although
investors are tending to be more cautious over the short term.

      Sales and Marketing Management Magazine projects that retail sales in the
Philadelphia region will increase to $51.8 Billion by the year 2000, reflecting
a compound annual change of 3.6 percent for the five year period. For
Philadelphia County, retail sales are projected to increase to $9.9 billion by
the year 2000, reflecting a compound annual change of 2.0 percent. Obviously it
is difficult to ascribe estimated growth rates which are to be projected in
future years. However, the overall outlook for the subject location is positive.

      A summary of historical retail sales for the subject is included on the
opposing page. For existing tenants which report sales, we have forecasted that
sales will grow at an annual rate of 3.50%, which is consistent with our
expectation of inflation. Due to its speculative nature, we have not forecasted
any overage rent for new tenants. Tenants which are generating overage rent
would have their renewal rent set at their current rent plus overage rent which
would reset their natural breakpoint to a higher level.

Expense Reimbursement Structure
      By lease agreement, tenants at the subject are required to reimburse the
lessor for certain operating expenses. Included among these operating items are
real estate taxes and common area maintenance (CAM). Food court tenants also pay
a separate charge for the maintenance of the food court, which is in addition to
the standard mall CAM charge.

      Common area maintenance and real estate tax recoveries are generally based
upon the tenant's pro rata share of the expense. Standard lease terms require
in-line tenants to reimburse ownership for their pro rata share of common area
costs. A 15 percent fee is added to common area costs to cover administrative
expenses. Historically, the standard Mills lease allowed ownership to recover
the management fee as well as certain amortized capital expenditures. The
standard CAM recovery is calculated on the basis of a tenant's pro-rata share
determined on occupied mall area, net of the anchor and major tenants. In a few
instances, pro-rata share is calculated on either an occupied area basis,
inclusive of anchors or on a straight GLA basis. We note that the standard lease
method results in the least amount of slippage to an owner and is therefore the
preferred method.

Miscellaneous Income
      The mall receives miscellaneous income from a variety of sources. Included
among these are seasonal tenancies and miscellaneous items such as pay
telephones, late charges and cart rentals. In aggregate, management project that
approximately $921,575 will be generated from miscellaneous income in 1997. For
FY 1998, miscellaneous income is projected at $931,821.

Mall HVAC and Utilities Income
      The mall is serviced by a central plant which is operated as a profit
center. In addition, the mall pays for electric costs at a lower bulk industrial
rate, but tenants are billed at the typical retail rate. For FY 1998, utilities
income is projected at $1,677,730.

================================================================================


                                      -88-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Anchor and Ring Road Tenant Obligations
      Anchor and ring road tenants have specified expense obligations.
Generally, anchor tenants pay pro rata real estate taxes based on the following
formula:

                                  Demised Area
                                  ------------
                             Total GLA of the Center

      Some exceptions will exist to this formula but for most it does apply.
Contributions from the major anchor tenants toward common area maintenance are
identified on the cash flow report as "Majors Cam Recovery and Majors Tax
Recovery". During FY 1998, the forecasted amount from these two sources is
$3,257,307.

Specialty Shops Common Area Maintenance Recovery
      Under the mall's standard lease, the mall tenants will pay their pro rata
share of the CAM expense plus an administrative charge of typically 15 percent.
Pro-rata share is most typically determined on the basis of gross leasable
occupied area (GLOA) as opposed to a predetermined gross leasable area (GLA).
GLOA for reimbursement purposes excludes all anchor and ring road tenants. Below
we have recited the standard CAM building formula.

================================================================================
                                 Franklin Mills
                  Common Area Maintenance Recovery Calculation
================================================================================
CAM Expense                   Actual common area operating costs for the mall
- --------------------------------------------------------------------------------
    Less                                   Food Court Allocation
- --------------------------------------------------------------------------------
    Add                                Amortized Capital Expenditures
- --------------------------------------------------------------------------------
    Add                                    15% Administration Fee
- --------------------------------------------------------------------------------
   Equals                                       GLA CAM Pool
- --------------------------------------------------------------------------------
    Less                          Anchor & Ring Road Tenant Contributions
- --------------------------------------------------------------------------------
   Equals                       Net pro-ratable CAM billable to mall tenants
                            on the basis of gross leasable occupied area (GLOA)
================================================================================

Food Court
      Food court tenants will be assessed an additional seating charge for the
costs associated with maintaining the food court area, including common seating
costs, trash and maintenance services. The assessment is passed through on the
basis of pro rata share calculated over occupied area of the food court. There
is a 15 percent administrative fee added to the expense before passing it
through to the food court tenants on the basis of occupied area.

Real Estate Tax Recovery
      Real estate tax recoveries are typically based upon a tenant's pro rata
share of the expense using GLOA as the denominator basis. Anchor tenant
contributions (if not separately assessed) will be deducted prior to billing a
specialty tenant.

================================================================================


                                      -89-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
                                                           Franklin Mills
                                                    Income and Expense Statement

                               1997       Unit Rate       1996       Unit Rate       1995       Unit Rate      1994        Unit Rate
<S>                        <C>             <C>        <C>             <C>        <C>             <C>        <C>             <C>   
Revenue
Minimum Rent               $16,583,984     $12.05     $16,522,492     $12.01     $16,497,447     $11.99     $17,025,354     $12.37
Recoveries                 $11,804,621     $ 8.58     $11,736,306     $ 8.53     $ 9,513,268     $ 6.91     $ 8,974,302     $ 6.52
Percentage Rent            $ 1,038,872     $ 0.76     $   505,746     $ 0.37     $   401,855     $ 0.29     $   455,365     $ 0.33
Other                      $   921,575     $ 0.67     $   652,498     $ 0.47     $ 2,575,560     $ 1.87     $ 1,686,368     $ 1.23
Total Rental Revenue       $30,349,052     $22.06     $29,417,042     $21.38     $28,988,130     $21.07     $28,141,389     $20.45

Expenses
Recoverable Expenses       $10,285,693     $ 7.48     $10,060,690     $ 7.31     $ 8,959,682     $ 6.51     $ 8,241,244     $ 5.99
Management                 $   808,112     $ 0.59     $   707,229     $ 0.51     $   799,455     $ 0.58     $   730,752     $ 0.53
General & Administrative   $ 1,217,005     $ 0.88     $ 1,181,560     $ 0.86     $   758,300     $ 0.55     $ 1,360,390     $ 0.99
Total Operating Expenses   $12,310,810     $ 8.95     $11,949,479     $ 8.68     $10,517,437     $ 7.64     $10,332,386     $ 7.51

Net Operating Income       $18,038,242     $13.11     $17,467,563     $12.70     $18,470,693     $13.42     $17,809,003     $12.94
</TABLE>
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Allowance for Vacancy and Credit Loss
      Investors are primarily interested in the cash revenues that an
income-producing property is likely to produce annually rather than what it
could produce if it were always 100 percent occupied and all the tenants were
actually paying rent in full and on time. It is normally a prudent practice to
expect some income loss, either in the form of actual vacancy or in the form of
turnover, non-payment or slow payment by tenants. The first step is to establish
a contingency reserve for a global provision for the above items that would
apply equally to all tenants that comprise the investment. We have utilized a
2.5 percent credit loss figure in our analysis. Note that this credit loss
provision is applied to all tenants equally including the revenues generated by
anchor and major stores.

      Additionally, our analysis has incorporated a lag vacancy allowance which
provides for down time between the expiration of an existing lease and the
commencement of a new lease. Upon the expiration of a lease, it is our best
estimate that there is a 75 percent probability that the tenant will renew and a
25 percent probability that the tenant will vacate. Upon renewal, no down time
is recognized. Should a tenant vacate, then it is our expectation that an
average down time of eight months time would be reasonable. Therefore, the
weighted average lag vacancy utilized between lease expirations in this report
is two months.

      We have calculated the effect of the total provision of vacancy and credit
loss on the in-line shops (excluding major tenants). On average, the total
allowance for vacancy and credit loss over the projection period is
approximately 5.5 percent.

      On balance, the aggregate deductions of all gross revenues reflected in
this analysis are based upon overall long-term market occupancy levels and are
considered what a prudent investor would allow for credit loss. The remaining
sum is effective gross income which an informed investor may anticipate the
subject property to produce. We believe this is reasonable in light of overall
vacancy in this subject's market area, as well as the current leasing structure
at the property.

Effective Gross Income
      In the initial full year of the investment, FY 1998, effective gross
revenues (Total Income line on cash flow) are forecasted to amount to
approximately $29.19 million, equivalent to $21.22 per square foot of total
owned GLA.

================================================================================
                         Effective Gross Revenue Summary
                    Initial Fiscal Year of Investment - 1998
================================================================================
                                 Aggregate Sum      Unit Rate     Income Ratio
================================================================================
   Potential Gross Income          $29,874,438       $21.71         100.0%
- --------------------------------------------------------------------------------
Less: Vacancy and Credit Loss      $   679,626       $ 0.49           2.3%
- --------------------------------------------------------------------------------
   Effective Gross Income          $29,194,812       $21.22          97.7%
================================================================================

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


                                      -90-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
COMMON AREA MAINTENANCE EXPENSE COMPARABLES
Cushman & Wakefield, Inc.
====================================================================================================================================
                                        Budget      Year         No.        Total        Shop       Budgeted      Expense
No.  Area Location             State     Year       Built      Stories       GLA         GLA       CAM Expense   Per Sq/Ft  Location
====================================================================================================================================
<C>  <C>                        <C>      <C>      <C>             <C>    <C>          <C>          <C>            <C>       <C>
1    Saratoga County MSA        NY       1995     1990/91/93      1        656,501     256,668     $1,900,000     $ 7.40    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
2    Pittsburgh MSA             PA       1996     1965/1990       2        973,000     356,812     $3,451,894     $ 9.67    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
3    Syracuse MSA               NY       1995     1988/94         1        776,571     311,557     $2,100,000     $ 6.74    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
4    Rochester MSA              NY       1995     1967/93         2      1,533,574     495,040     $3,265,000     $ 6.60    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
5    Pittsburgh MSA             PA       1996     1969/1984       2        853,431     438,664     $3,245,937     $ 7.40    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
6    Buffalo MSA                NY       1996     1985/89         1        753,105     285,771     $1,665,000     $ 5.83    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
7    White Plains MSA           NY       1995     1980/83         4        882,689     326,774     $3,190,000     $ 9.76    Urban
- ------------------------------------------------------------------------------------------------------------------------------------
8    Fairfield County MSA       CT       1995     1986/91         2      1,270,146     499,868     $3,583,000     $ 7.17    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
9    Pittsburgh MSA             PA       1995     1986            2      1,220,283     377,229     $2,899,809     $ 7.69    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
10   Worcester County MSA       MA       1996     1971/87         1        445,875     182,372     $1,410,000     $ 7.73    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
11   Boston MSA                 MA       1995     1980/93         1        322,120     155,080     $1,600,000     $10.32    Urban
- ------------------------------------------------------------------------------------------------------------------------------------
12   Bristol County MSA         MA       1995     1992            2      1,005,595     349,107     $2,055,000     $ 5.89    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
13   Bristol County MSA         MA       1995     1987/89         2        967,363     374,630     $2,762,000     $ 7.37    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
14   Essex County MSA           MA       1995     1993/94         2        836,344     329,065     $2,315,000     $ 7.04    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
15   Kingston MSA               MA       1994     1989/92         1        771,007     295,562     $1,682,000     $ 5.69    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
16   Burlington MSA             VT       1995     1979/89/92      1        490,424     185,398     $1,000,000     $ 5.39    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
17   Bucks County MSA           PA       1995     1968/75         1        348,309     304,436     $2,018,408     $ 6.63    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
18   Westminster MSA            MD       1995     1987/94         1        524,964     193,557     $1,350,000     $ 6.97    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
19   Washington-Baltimore       MD       1995     1979/93         2        661,639     245,217     $1,880,000     $ 7.67    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
20   Baltimore MSA              MD       1995     1956/91         1        863,376     242,376     $1,940,000     $ 8.00    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
21   Prince William Cty. MSA    VA       1995     1972/96         1        716,796     278,494     $1,600,000     $ 5.75    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
22   Arlington MSA              VA       1994     1986            4        491,057     222,800     $1,930,000     $ 8.66    Urban
- ------------------------------------------------------------------------------------------------------------------------------------
23   Chicago/DuPage County      IL       1995     1962/91         1      2,012,665     830,287     $5,790,000     $ 6.97    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
24   Chicago/DuPage County      IL       1995     1975/96         2      1,477,103     569,926     $4,928,000     $ 8.65    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
25   Chicago/Cook County        IL       1995     1976/94         2      1,251,294     499,999     $4,176,000     $ 8.35    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
26   Philadelphia MSA           PA       1996     1973            2      1,118,511     355,953     $4,264,317     $11.98    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
27   Bloomingdale MSA           IL       1995     1981/88/91      2      1,292,186     427,609     $2,030,000     $ 4.75    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
28   Minneapolis MSA            MN       1995     1962/94         1        982,228     201,561     $1,950,000     $ 9.67    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
29   Milwaukee MSA              WN       1995     1972            1      1,014,851     395,598     $2,420,000     $ 6.12    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
30   Milwaukee MSA              WN       1995     1970            1      1,257,676     371,420     $2,700,000     $ 7.27    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
31   Philadelphia MSA           PA       1996     1982            3        960,871     339,584     $4,343,279     $12.79    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
32   Louisville/Clark County    IN       1995     1990            1        750,343     306,059     $1,676,000     $ 5.48    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
33   Indianapolis MSA           IN       1995     1968/97         1      1,239,059     260,359     $1,431,000     $ 5.50    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
34   Tampa MSA                  FL       1995     1995            1        977,047     359,579     $1,980,000     $ 5.51    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
35   Plantation MSA             FL       1995     1979/93         1      1,004,061     282,952     $1,829,000     $ 6.46    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
36   Miami MSA                  FL       1995     1982            1      1,120,827     290,385     $1,820,000     $ 6.27    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
37   Coral Springs MSA          FL       1995     1984/90         1      1,171,127     293,183     $1,700,000     $ 5.80    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
38   North/Central Kansas       KS       1995     1987/90         1        400,307     185,324     $ 830,000      $ 4.48    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
39   Las Vegas MSA              NV       1995     1992            1        241,580     241,580     $3,190,000     $13.20    Urban
- ------------------------------------------------------------------------------------------------------------------------------------
40   Las Vegas MSA              NV       1994     1981/93         2        819,374     286,936     $2,455,000     $ 8.56    Urban
- ------------------------------------------------------------------------------------------------------------------------------------
41   Nashville MSA              TN       1995     1990            2        716,462     373,662     $2,280,000     $ 6.10    Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
42   Riverside County MSA       CA       1995     1970/91         1      1,044,536     411,610     $3,000,000     $ 7.29    Suburban
====================================================================================================================================
     Survey Mean:                                                          910,559     333,097     $2,467,515     $ 7.44
====================================================================================================================================
</TABLE>
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Expenses
      Total expenses incurred in the production of income from the subject
property are divided into two categories; reimbursable and non-reimbursable
items. The major expenses which are reimbursable include real estate taxes,
management, mall and food court common area maintenance. Non-reimbursable
expenses associated with the subject property include certain general and
administrative expenses, alteration costs associated with bringing space up to
occupancy standards, leasing commissions and reserves for replacement of capital
items.

      Various expenses incurred in the operation of the subject property have
been estimated from information provided by a number of sources. We have
reviewed the subject's operating budget for 1997 as well as historical
statements for 1994, 1995 and 1996. A summary of this information is provided on
the facing page. We have compared this information to published data which are
available as well as our experience with other regional shopping centers.

Expense Growth Rates
      Expense growth rates are generally forecasted to be more consistent with
inflationary trends than necessarily with competitive market forces. Cushman and
Wakefield's Autumn 1996 survey indicates that investors are utilizing expense
growth rates between 3.4% and 3.7%. The Peter J. Korpacz Investor Survey
indicates and average annual expense growth rate of 3.99%. With the exception of
management and real estate taxes, we have projected that expenses will grow at
3.5% throughout the holding period. The management expense is based upon a
percentage of minimum rent, percentage rent and miscellaneous revenues.

      The real estate tax rate in the City of Philadelphia has not changed since
1991. The City is under considerable pressure to avoid tax increases to deter
companies from leaving Philadelphia for the suburbs. While there must be some
growth in income for the City over time, it is expected to be less than the
projected inflation growth rate. In this analysis, we project that real estate
taxes will grow at a rate of two percent per year over the holding period.

Reimbursable Operating Expenses
      We have analyzed each item of expense individually and attempted to
project what the typical investor in a property like the subject would consider
reasonable, based upon informed opinion, judgment, and experience. The following
is a detailed summary and discussion of the reimbursable operating expenses
incurred in the operation of the subject property during the initial full year
of the investment holding period.

      Real Estate Taxes - In 1997, taxes will be $3,985,739. As discussed, this
      expense is recovered on the basis of average occupied area of non-major
      mall tenant GLA after deduction for anchor and major tenants. A complete
      discussion of the real estate tax calculation was previously presented.
      This expense item is projected to increase by 2.0 percent per annum over
      the investment holding period.

================================================================================


                                      -91-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Common Area Maintenance - This expense category includes the annual cost
      of miscellaneous building maintenance contracts, recoverable labor and
      benefits, security, insurance, landscaping, cleaning and janitorial,
      supplies, common area trash removal, exterior lighting, common area
      energy, snow removal, equipment rental, gas and fuel, and other
      miscellaneous charges. In addition, ownership can generally recoup the
      cost of certain capital items from the tenants such as paving or other
      expenses. For billing purposes, management is also permitted to add
      certain non-operational charges for interest and depreciation of capital
      repairs. The 1997 budgeted CAM expenses, prior to management fees and the
      administrative surcharge and net of the food court CAM equates to
      $4,915,303. The Mills Corporation's standard lease has historically
      allowed ownership to pass along a 15 percent administrative surcharge.
      Management estimates that the typical CAM costs for most mall specialty
      tenants would be $10.87 per square foot.

      Provided on the facing page are actual CAM expense comparables for malls
      which we have recent information. This data shows CAM budgets which range
      from $4.48 to $13.20 per square foot with a mean of $7.44 per square foot.

      Food Court CAM - Additional costs associated with maintaining the common
      seating areas in the food court are forecasted to be $450,306 ($35.04 per
      square foot of food court GLA) in 1997. Included here are charges for
      cleaning and janitorial services, repairs and maintenance and water
      charges. Comparable budgeted expenses as provided by The Mills Corp. can
      be summarized as follows:

================================================================================
                                  Mills Centers
                             Food Court CAM Budgets -
                                      1996
================================================================================
                      Center                        Unit Rate
================================================================================
                   Gurnee Mills                        $37.27
- --------------------------------------------------------------------------------
                  Potomac Mills                        $48.50
- --------------------------------------------------------------------------------
                  Sawgrass Mills                       $27.26
================================================================================
                     Average                           $37.68
================================================================================

      The subject's operating budget is within the range of the other Mills
      projects, and is considered reasonable. Food court tenants are generally
      assessed the cost based upon their pro-rata share.

      Management - The current management contract is based upon 4.0 percent of
      minimum rent, percentage rent and miscellaneous income. It excludes income
      from expense recoveries and energy resale.. Alternatively, this amount is
      equal to approximately 2.7 percent of effective gross income. In the
      initial fiscal year management costs are estimated to be $788,260 or $.57
      per square foot of owned leaseable area. Management expense is typically
      passed through to the mall tenants as part of their CAM reimbursements.

================================================================================


                                      -92-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Our investigation into the market for this property type indicates an
      overall range of fees of 3 to 5 percent of effective gross income, which
      would indicate the current management contract is below the range.
      However, as management at the subject is also receiving leasing
      commissions on new and rollover tenants, the current contract appears
      reasonable and market oriented.

Non-Reimbursable Expenses
      The total annual non-reimbursable expenses of the subject property are
projected from accepted practices and industry standards. Again, we have
analyzed each item of expenditure in an attempt to project what the typical
investor in a property similar to the subject would consider reasonable, based
upon actual operations, informed opinion, and experience. The following is a
detailed summary and discussion of non-reimbursable expenses incurred in the
operation of the subject property for the initial year of investment. Unless
otherwise stated, it is our assumption that these expenses will increase by 3.5
percent per annum throughout the holding period.

      General and Administrative - Expenses related to the administrative
      aspects of the mall include costs particular to its operation, including
      salaries, travel and entertainment, other office-related expenses, dues
      and subscriptions, printing and postage, telephone, professional fees and
      sales incentives. The 1997 budgeted general and administrative expenses
      are estimated at $404,657. For FY 1998, general and administrative expense
      is projected at $409,378, equivalent to $.30 per square foot. This
      projection is consistent with the current budget for this item.

      Promotional and Marketing Expense - These charges represent the landlord's
      contribution to the cost of marketing services (media and promotional
      funds) for the property. Ownership has projected that its cost will be
      $915,397 for promotion and marketing in 1997. In this initial fiscal year
      of investment, we have forecasted an expense of $926,077 as ownership's
      contribution towards this expense which is consistent with the budgeted
      amount.

      We would note that tenants pay between $1.00 and $5.00 per square foot as
      their contribution to promotion and marketing expenses. However, as the
      tenant's contribution is directly offset by the non landlord funded
      promotional expenses, the tenant's contribution and corresponding expense
      for this item has not been included in this analysis.

      Alterations - The subject property is undergoing a substantial
      remerchandising effort. Included in this effort is construction of a new
      movie theater, demolition of the old movie theater, and construction of a
      new 20,000 square foot restaurant inside the mall. Additionally, there is
      the planned move of Neiman Marcus and Saks into the old Neiman Marcus
      space. Finally, there are lease proposals for a variety of new specialty
      mall tenants such as GAP, Talbots and Polo, many of which will entail
      significant tenant improvement costs. Our analysis incorporates these
      projected expenditures.

================================================================================


                                      -93-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      In addition, at the start of a new lease or the expiration of an existing
      lease, we have made a provision for the likely expenditure of some money
      for tenant improvement allowances. In this regard, we have forecasted a
      cost of $15.00 per square foot for turnover space (initial cost growing at
      rent expense rate) weighted by our turnover probability of 25 percent.
      Based on historical practice at Franklin Mills, we have not included a
      forecast for renewal (rollover) tenants. The weighted average for a
      speculative tenant in the initial year of our analysis is $3.75 per square
      foot. These costs are forecasted to increase at our implied expense growth
      rate.

      Leasing Commissions - Ownership has been charging leasing commissions for
      internally generated deals. A typical structure is 3 percent of minimum
      rent for new tenants and 2 percent of minimum rent for renewal tenants.
      The current practice at the subject is that this leasing commission is
      paid over the life of the lease as collected and we have reflected current
      practice in our analysis. For speculative renewal tenants, we have
      utilized the same probability of 75%/25%, resulting in a weighted average
      leasing commission of 2.25 percent for speculative renewals.

      Replacement Reserves - It is customary and prudent to set aside an amount
      annually for the replacement of short-lived capital items such as the
      roof, parking lot, and certain mechanical items. We feel that over a
      holding period, some repairs or replacements will be needed that will not
      be passed on to the tenants. For purposes of this report, we have
      estimated an expense of approximately $139,360, or approximately $0.10 per
      square foot of owned GLA during the first year, thereafter increasing by
      3.5 percent per year throughout our cash flow analysis.

Net Income/Net Cash Flow
      Total expenses of the subject property including alterations, commissions,
and reserves are annually deducted from total income, thereby leaving a residual
net operating income or net cash flow to the investors in each year of the
holding period before debt service. In the first year of the investment, fiscal
year 1998, the net cash flow (before debt service) which the subject property is
projected to generate is $17,630,578 equivalent to $12.81 per square foot of
rentable area.

================================================================================
                                Operating Summary
                       First Year of Investment - FY 1998
================================================================================
                                 Aggregate Sum    Unit Rate *   Operating Ratio
================================================================================
Effective Gross Income            $29,194,812      $21.21           100.0%
- --------------------------------------------------------------------------------
  Operating Expenses              $11,564,234       $8.40            39.6%
- --------------------------------------------------------------------------------
      Net Income                  $17,630,578      $12.81            60.4%
- --------------------------------------------------------------------------------
    Other Expenses                $13,521,127       $9.83            46.3%
- --------------------------------------------------------------------------------
      Cash Flow                    $4,109,451       $2.99            14.1%
================================================================================
*     Based on total owned GLA of 1,375,905 square feet
================================================================================

================================================================================


                                      -94-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Investment Parameters
      After projecting the income and expense components of the subject
property, investment parameters must be set in order to forecast property
performance over the holding period. These parameters include the selection of
capitalization rates (both initial and terminal) and application of the
appropriate discount or yield rate.

Selection of Capitalization Rates
      The overall capitalization rate bears a direct relationship between net
operating income generated by the real estate in the initial year of investment
(or initial stabilized year) and the value of the asset in the marketplace.
Overall rates are also affected by the existing leasing schedule of the
property, the strength or weakness of the local rental market, the property's
position relative to competing properties, and the risk/return characteristics
associated with competitive investments.

      For retail properties, the trend has been for rising capitalization rates.
We feel that much of this has to do with the quality of product that has been
selling. Sellers of better performing dominant Class A malls have been unwilling
to waver on their pricing. Many of the malls sold over the past 18-24 months are
found in less desirable, second or third tier locations, or rep-resent
turnaround situations with properties that are poised for expansion or
remerchandising. With fewer buyers for the top performing assets, sales have
been somewhat limited.

================================================================================


                                      -95-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

================================================================================
                          Overall Capitalization Rates
                               Regional Mall Sales
================================================================================
       Year                     Range              Mean           Point Change
================================================================================
       1988               5.00% -                  6.19%                 -
                          8.00%
- --------------------------------------------------------------------------------
       1989               4.57% -                  6.22%              +  3
                          7.26%
- --------------------------------------------------------------------------------
       1990               5.06% -                  6.29%              +  7
                          9.11% 
- --------------------------------------------------------------------------------
       1991               5.60% -                  6.44%              + 15
                          7.82%
- --------------------------------------------------------------------------------
       1992               6.00% -                  7.31%              + 87
                          7.97%
- --------------------------------------------------------------------------------
       1993               7.00% -                  7.92%              + 61
                         10.10%
- --------------------------------------------------------------------------------
       1994               6.98% -                  8.37%              + 45
                         10.29%
- --------------------------------------------------------------------------------
       1995               7.25% -                  9.13%              + 76
                         11.10%
- --------------------------------------------------------------------------------
       1996               7.00% -                  9.35%              + 22
                         12.00%
================================================================================
    Basis Point
      Change
================================================================================
    1988-1996            316 Basis 
                             Points
- --------------------------------------------------------------------------------
    1992-1996            204 Basis 
                             Points
================================================================================

      The data show that the average capitalization rate has shown a rising
trend each year. Between 1988 and 1996, the average capitalization rate has
risen 316 basis points. Since 1992, the rise has been 204 basis points. This
change is a reflection of both rising interest rates and increasing first year
returns demanded by investors in light of several fundamental changes which have
occurred in the retail sector. The 22 basis point change in the mean between
1995 and 1996 may be an indication that rates are approaching stabilization.

      As noted, much of the buying over the past 18 to 24 months has been
opportunistic acquisitions involving properties selling near or below
replacement cost. Many of these properties have languished due to lack of
management focus or expertise, as well as a limited ability to make the
necessary capital commitments for growth. As these opportunities become harder
to find, we believe that investors will again begin to focus on the stable
returns of the dominant Class A product.

================================================================================


                                      -96-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      The Cushman & Wakefield's Autumn 1996 survey reveals that going-in cap
rates for Class A regional shopping centers range between 7.00 and 9.50 percent,
with a low average of 7.90 percent and high average of 8.20 percent,
respectively; a spread of 30 basis points. Generally, the change in average
capitalization rates over the Winter 1995 survey shows that the low average
decreased by 50 basis points, while the upper average remained the same.
Terminal, or going-out rates are now averaging 8.20 and 8.60 percent, indicating
a spread between 30 to 40 basis points over the going-in rates. For Class B
properties, the average low and high going-in rates are 9.30 and 9.60 percent,
respectively, with terminal rates of 9.60 and 10.00 percent.

<TABLE>
<CAPTION>
====================================================================================================================================
                                           Cushman & Wakefield Valuation Advisory Services
                                            National Investor Survey - Regional Malls (%)
====================================================================================================================================
Investment                    Winter 1995                             Spring 1996                              Autumn 1996
Parameters         --------------------------------        --------------------------------         --------------------------------
                       Low                High                  Low                 High                  Low                High
====================================================================================================================================
<S>                 <C>               <C>                   <C>                 <C>                   <C>                <C>
OAR/Going-In        7.0 - 8.0          7.5 - 9.0             7.5 - 9.0           7.5 - 9.5             7.0 - 9.0          7.5 - 9.5
                       7.47               8.25                  8.0                 8.2                   7.9                 8.2
- ------------------------------------------------------------------------------------------------------------------------------------
OAR/Terminal        7.0 - 9.0          8.0 - 10.0            7.0 - 9.5           7.8 - 11.0            7.0 - 9.5          7.8 - 11.0
                       8.17               8.83                  8.3                 8.7                   8.2                 8.6
- ------------------------------------------------------------------------------------------------------------------------------------
IRR                10.0 - 11.5        10.5 - 12.0           10.0 - 15.0         11.0 - 15.0           10.0 - 15.0        11.0 - 15.0
                      10.72              11.33                 11.5                11.8                  11.4                11.8
====================================================================================================================================
</TABLE>

      Cushman & Wakefield now surveys respondents on their criteria for both
Class B and "Value Added" malls (see Addenda for complete survey results). As
expected, going-in capitalization and yield rates range from 100 to 300 basis
points above rates for Class A assets. Our current survey also shows that
investors have become more cautious in their underwriting, positioning "retail"
lower on their investment rating scales in terms of preferred investments.

      The Fourth Quarter 1996 Peter F. Korpacz survey concurs with these
findings, citing that regional malls are near the bottom of investor
preferences. As such, they foresee some opportunities for select investing.
Pricing is lower then it has been in years. With expense growth surpassing sales
increases in many markets, occupancy cost issues have also become of greater
concern. Even in some malls where sales approach the lofty level of $350+/- per
square foot, it is not uncommon for occupancy costs to limit the opportunity to
grow rents. Thus, with limited upside growth in net income, cap rates are
generally well above 8.0 percent. Even at this level, cap rates are lower than
other property types. One attraction for malls is that pricing is based upon the
expectation of lower rents while most other property types are analyzed with
higher rents.

================================================================================


                                      -97-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

<TABLE>
<CAPTION>
====================================================================================================================================
                                                    NATIONAL REGIONAL MALL MARKET
                                                         FOURTH QUARTER 1996
====================================================================================================================================
                                                  CURRENT                          LAST
     KEY INDICATORS                               QUARTER                         QUARTER                        YEAR AGO
====================================================================================================================================
<S>                                             <C>                             <C>                            <C>
Free & Clear Equity IRR
- ------------------------------------------------------------------------------------------------------------------------------------
RANGE                                           10.00%-14.00%                   10.00%-14.00%                   10.00%-14.00%
AVERAGE                                            11.69%                          11.56%                          11.55%
- ------------------------------------------------------------------------------------------------------------------------------------
CHANGE (Basis Points)                                 --                             +13                             +14
- ------------------------------------------------------------------------------------------------------------------------------------
Free & Clear Going-In Cap Rate
- ------------------------------------------------------------------------------------------------------------------------------------
RANGE                                           6.25%-11.00%                    6.25%-11.00%                    6.25%-11.00%
AVERAGE                                             8.57%                           8.33%                           7.86%
- ------------------------------------------------------------------------------------------------------------------------------------
CHANGE (Basis Points)                                 --                             +24                             +71
- ------------------------------------------------------------------------------------------------------------------------------------
Residual Cap Rate
- ------------------------------------------------------------------------------------------------------------------------------------
RANGE                                           7.50%-11.00%                    7.00%-11.00%                    7.00%-11.00%
AVERAGE                                             8.76%                           8.71%                           8.45%
- ------------------------------------------------------------------------------------------------------------------------------------
CHANGE (Basis Points)                                 --                             +5                              +31
====================================================================================================================================
Source:  Peter Korpacz Associates, Inc. - Real Estate Investor Survey Fourth Quarter - 1996
====================================================================================================================================
</TABLE>

      As can be seen from the above, the average IRR has increased by 14 basis
point to 11.69 percent from one year ago. It is noted that this measure has been
relatively stable over the past 12 months. The quarter's average initial free
and clear equity cap rate rose 71 basis points to 8.57 percent from a year
earlier, while the residual cap rate increased 31 basis points to 8.76 percent.

      Most retail properties that are considered institutional grade are
existing, seasoned centers with good inflation protection that offer stability
in income and are strongly positioned to the extent that they are formidable
barriers to new competition. Equally important are centers which offer good
upside potential after face-lifting, renovations, or expansion. With new
construction down substantially, owners have accelerated renovation and
re-merchandising programs. Little competition from over-building is likely in
most mature markets within which these centers are located. Environmental
concerns and "no-growth" mentalities in communities are now serious impediments
to new retail development.

      Finally, investors have recognized that the retail landscape has been
fundamentally altered by consumer lifestyles changes, industry consolidations
and bankruptcies. This trend was strongly in evidence as the economy enters 1997
in view of the wave of retail chains whose troublesome earnings are forcing
major restructures or even liquidation. Trends toward more casual dress at work
and consumers growing pre-occupation with their leisure and home lives have
created the need for refocused leasing efforts to bring those tenants to the
mall that help differentiate them from the competition. As such, entertainment,
a loosely defined concept, is one of the most common directions malls have
taken. A trend toward bringing in larger specialty and category tenants to the
mall is also in evidence. The risk from an owners standpoint is finding that mix
which works the best. Nonetheless, the cumulative effect of these changes has
been a rise in rates as investors find it necessary to adjust their risk
premiums in their underwriting.

      Based upon this discussion, we are inclined to group and characterize
regional malls into the general categories following:

================================================================================


                                      -98-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Cap Rate Range          Category
- --------------          --------

7.0% to 7.5%            Top 15 to 20+/- malls in the country. Excellent
                        demographics with high sales ($400+/-/SF) and good
                        upside.

7.5% to 8.5%            Dominant Class A investment grade property, high sales
                        levels, relatively good health ratios, excellent
                        demographics (top 50 markets), and considered to present
                        a significant barrier to entry within its trade area.
                        Sales tend to be in the $300 to $350 per square foot
                        range.

8.5% to 11.0%           Somewhat broad characterization of investment quality
                        properties ranging from primary MSAs to second tier
                        cities. Properties at the higher end of the scale are
                        probably somewhat vulnerable to new competition in their
                        market.

11.0% to 14.0%          Remaining product which has limited appeal or
                        significant risk which will attract only a smaller,
                        select group of investors.

Conclusion - Terminal Capitalization Rate
      Franklin Mills is the dominant facility of its type with a substantial
trade area. Within the primary market, we see moderate growth in income,
population and households. We are optimistic about the subject's long term
potential. The anchor alignment appears to be properly positioned in the trade
area and the mall shops are merchandised to meet the needs of the population.

      On balance, we believe that a property with the characteristics of the
subject would potentially trade at an overall rate between 9.00 and 9.25 percent
based on first year income if it were operating on a stabilized operating income
basis. For the reversion year, additional basis points would be added to the
going-in rate to account for future risks of operating the property. This
contingency is typically used to cover any risks associated with lease-up of
vacant space, costs of maintaining occupancy, prospects of future competition,
and the uncertainty of maintaining forecasted growth rates over the holding
period. Investors may structure a differential of up to 100 basis points in
their analysis depending on the quality and attributes of the property and its
market area. In the surveys cited, typical reversion, or going-out rates run
between 10 and 60 basis points above the initial cap. By adding 25 points to the
subject's overall rate, the implied terminal capitalization rate would run
between 9.25 and 9.50 percent. By applying a rate of say, 9.25 percent to the
reversion year's net operating income, before reserves, capital expenditures,
leasing commissions, and alterations, yields an overall sale price at the end of
the holding period of approximately $296.9 million for the subject (based on net
income in fiscal year ending April 30, 2008).

================================================================================


                                      -99-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      From the projected reversionary value, we have made a deduction to account
for the various transaction costs associated with the sale of an asset of this
type. In real estate transactions in the City of Philadelphia, a 4 percent
transfer fee is charged, which typically is split between the buyer and the
seller. For the subject at reversion, we have allocated 3.0 percent of the total
disposition price of the subject property as an allowance for transfer taxes,
professional fees, and other miscellaneous expenses that the seller pays at
final closing. Deducting these transaction costs from the computed reversion
renders the pre-tax net proceeds of sale to be received by an investor in the
subject property at the end of the holding period.

================================================================================
                            Net Proceeds at Reversion
================================================================================
    NOI         Gross Sale Price       Less Costs of Sale and
  FY 2009        at Disposition      Miscellaneous Expenses @ 3%    Net Proceeds
================================================================================
$27,469,130       $296,963,568               $8,907,504             $288,056,064
================================================================================

Selection of Discount Rate
      The discounted cash flow analysis makes several assumptions which reflect
typical investor requirements for yield on real property. These assumptions are
difficult to directly extract from any given market sale or by comparison to
other investment vehicles. Instead, investor surveys of major real estate
investment funds and trends in bond yield rates are often cited to support such
analysis.

      A yield or discount rate differs from an income rate, such as cash-on-cash
(equity dividend rate), in that it takes into consideration all equity benefits,
including the equity reversion at the time of resale and annual cash flow from
the property. The internal rate of return is the single-yield rate that is used
to discount all future equity benefits (cash flow and reversion) into the
initial equity investment. Thus, a current estimate of the subject's present
value may be derived by discounting the projected income stream and reversion
year sale at the property's yield rate.

      Yield rates on long term real estate investments range widely between
property types. As cited in Cushman & Wakefield's Fall 1996 survey, investors in
regional malls are currently looking at broad rates of return between 10.0 and
12.00 percent, down slightly from our last two surveys. The indicated low and
high means are 11.50 and 11.80 percent, respectively. Peter F. Korpacz reports
an average internal rate of return of 11.56 percent for the Fourth Quarter 1996,
down 1 basis points from the year ago level.

      The yield rate on a long term real estate investment can also be compared
with yield rates offered by alternative financial investments since real estate
must compete in the open market for capital. In developing an appropriate risk
rate for the subject, consideration has been given to a number of different
investment opportunities.

================================================================================


                                      -100-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Due to its relative illiquidity, real estate investment typically requires
a higher rate of return (yield) than a financial investment such as government
bonds. A retail center investment tends to incorporate a blend of risk and
credit based on the tenant mix, the anchors that are included (or excluded) in
the transaction, and the assumptions of growth incorporated within the cash flow
analysis. An appropriate discount rate selected for a retail center thus
attempts to consider the underlying credit and security of the income stream,
and includes an appropriate premium for liquidity issues relating to the asset.

      There has historically been a consistent relationship between the spread
in rates of return for real estate and the "safe" rate available through
long-term treasuries or high-grade corporate bonds. A wider gap between return
requirements for real estate and alternative investments has been created in
recent years due to illiquidity issues, the absence of third party financing,
and the decline in property values.

      Investors have suggested that the regional mall market has become
increasingly "tiered" over the past two years. The country's premier malls are
considered to have the strongest trade areas, excellent anchor alignments, and
significant barriers of entry to future competitive supply. These and other
"dominant" malls will have average mall shop sales above $300 per square foot
and be attractive investment vehicles in the current market. It is our opinion
that the subject would attract high interest from institutional investors if
offered for sale in the current marketplace. There is not an abundance of
regional mall assets of comparable quality currently available, and many
regional malls have been included within REITs, rather than offered on an
individual property basis. However, we must further temper our analysis due to
the fact that there remains some risk that the inherent assumptions employed in
our model come to full fruition.

      We recognize that the subject, while not a traditional regional mall
investment, does offer some of the same investment characteristics. However, the
shorter term leases would entail a slightly higher risk level.

      Finally, application of these rate parameters to the subject must consider
the proposed remerchandisng of the mall. The subject is projected to undergo a
substantial reconstruction over the next year, involving demolition of an
existing anchor and construction of a new movie theater in its place. Further, a
re-tenanting of the mall is expected with considerable shifting about of
existing tenants and attraction of a significant number of new high end tenants.
It is the intention that at the end of this reconstruction period, that the mall
will have a new merchandising concept, emphasizing higher end retailers at the
north end, moving toward more discount oriented retailers in the middle with a
new "entertainment" focus at the south end. The goal of the remerchandising
effort is to improve the bottom line performance of the center. However, to
achieve this goal, the subject will require a substantial contribution of
capital, entrepreneurial effort and marketing risk. An investor in the property
today would need to be rewarded for these factors and the risk that the
assumptions inherent in our projection will not come to fruition.

================================================================================


                                      -101-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      If the subject were at stabilization, it could be expected to appeal to
investors at a discount rate of between 11.00 and 12.00 percent. The investment
parameters cited are for newly constructed Class A centers which are at
stabilized operations. Cushman and Wakefield has also surveyed investors for
properties such as the subject that would be classified as Value Added. A Value
Added property is one which is not at stabilization and would require
entrepreneurial effort and capital expenditures to market, lease and retrofit a
significant amount of vacant space. For Value Added properties, investors are
seeking internal rates of return between 11 and 15 percent with an average of
12.33 percent.

      The subject property will require a substantial remerchandising effort as
well as significant capital expenditures to bring it back to stabilized
operations. However, as compared to a regional mall, a higher proportion of the
rental income comes from the anchor and major tenants (approximately 35% of
total rental income) which lends a greater stability to the cash flow.
Considering the financial characteristics, locational attributes and physical
traits of the subject property, we believe a discount rate ranging from 11.5 to
12.5 percent would be appropriate for the subject property in light of the
investment criteria presented here. Thus, we have discounted the projected
future pre-tax cash flows to be received by an investor in the subject property
to a present value so as to yield between 11.5 percent to 12.5 percent on
capital at 25 basis point intervals over the holding period. This discounting
process is summarized as follows:

================================================================================
                               Investment Summary
================================================================================
Discount Rate        Present Worth           Overall Rate        Unit Rate - *
================================================================================
   11.50%            $200,491,000               8.79%              $145.72
- --------------------------------------------------------------------------------
   11.75%            $196,935,000               8.95%              $143.13
- --------------------------------------------------------------------------------
   12.00%            $193,462,000               9.11%              $140.61
- --------------------------------------------------------------------------------
   12.25%            $190,068,000               9.28%              $138.14
- --------------------------------------------------------------------------------
   12.50%            $186,752,000               9.44%              $135.73
================================================================================
* - Unit Rate based upon 1,375,905 square feet of owned rentable area, after
    renovations.

      Through such a sensitivity analysis, it can be seen that the present value
of the subject property varies from approximately $186.8 to $200.5 million.
Giving consideration to all of the characteristics of the subject previously
discussed, we feel that a prudent investor would require a yield which falls
near the middle of the range outlined above for this property or approximately
12 percent.

      In view of the analysis presented here, it becomes our opinion that the
discounted cash flow analysis indicates a market value of $193,000,000 for the
subject property As Is as of April 16, 1997. The indices of investment generated
through this indicated value conclusion are shown on the following page.

================================================================================


                                      -102-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

================================================================================
                               Investment Indices
================================================================================
           Equity Yield (IRR)                                 12.03%
- --------------------------------------------------------------------------------
      Overall Capitalization Rate *                            9.14%
- --------------------------------------------------------------------------------
      Price/SF of Mall Shop GLA **                          $327.81
- --------------------------------------------------------------------------------
        Price/SF of Owned GLA ***                              $140
================================================================================
*     Based on net income of $17,630,578 for first year

**    Based on 588,748+/- square feet

***   Based on 1,375,905+/- square feet
================================================================================

      We would note that as the subject is not at stabilization, the indicated
overall rate is less useful as a financial indicator and is included here for
informational purposes. Our analysis of the components of the yield indicates
that approximately 57 percent comes from cash flow and 43 percent comes from the
reversion. This represents is a reasonable allocation which meets with current
investor expectations.

================================================================================


                                      -103-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
                                                FRANKLIN MILLS - AS STABILIZED

                                                    ANNUAL CASH FLOW REPORT
                                                 BEGINNING 6/1/98 FOR 11 YEARS

                           FY1999            FY2000            FY2001            FY2002            FY2003            FY2004
<S>                      <C>               <C>               <C>               <C>               <C>               <C>       
INCOME

MINIMUM RENT:
ALL TENANTS              19,608,348        19,693,644        20,662,140        21,218,224        21,810,912        22,661,196
                        -----------       -----------       -----------       -----------       -----------       -----------
TOTAL MINIMUM RENT       19,608,348        19,693,644        20,662,140        21,218,224        21,810,912        22,661,196

RECOVERIES:
CAM RECOVERIES            4,902,688         4,904,394         5,046,716         5,150,247         5,222,995         5,622,062
TAX RECOVERIES            2,122,648         2,104,028         2,162,719         2,198,947         2,146,104         2,238,759
FOOD COURT RECOVER          424,496           446,682           483,547           497,040           529,711           554,099
MAJORS CAN RECOVER        1,364,017         1,359,925         1,374,792         1,405,633         1,408,133         1,447,847
MAJORS TAX RECOVER        2,246,116         2,248,628         2,341,955         2,389,617         2,480,668         2,550,074
                        -----------       -----------       -----------       -----------       -----------       -----------
TOTAL RECOVERIES         11,059,965        11,063,657        11,409,729        11,641,484        11,787,611        12,412,841

OVERAGE RENT                723,772           741,976           532,462           463,127           492,891           552,295
RECAPTURES                 (101,041)         (104,985)                0                 0                 0                 0

SALES VOLUME (000)          279,310           283,418           295,003           307,927           318,553           331,078
                        -----------       -----------       -----------       -----------       -----------       -----------

GROSS RENTAL
  INCOME                 31,291,044        31,394,292        32,604,330        33,322,836        34,091,416        35,626,332
CREDIT LOSS                (780,216)         (782,735)         (812,921)         (830,818)         (849,967)         (888,269)
MISCELLANEOUS               967,215         1,001,068         1,036,105         1,072,369         1,109,902         1,148,748
UTILITES INCOME           1,741,457         1,802,408         1,865,492         1,930,784         1,998,362         2,068,304
                        -----------       -----------       -----------       -----------       -----------       -----------
TOTAL INCOME             33,219,500        33,415,032        34,693,008        35,495,168        36,349,712        37,955,116

EXPENSES
PROMOTIONS                  961,253           994,897         1,029,718         1,065,758         1,103,060         1,141,667
ADMINISTRATIVE              424,928           439,800           455,193           471,125           487,614           504,681
MANAGEMENT FEES             896,927           902,206           936,711           958,370           981,442         1,024,788
FOOD COURT                  472,864           489,414           506,543           524,272           542,622           561,614
PROPERTY TAXES            4,099,333         4,181,319         4,264,946         4,350,245         4,437,250         4,525,995
CAM                       5,161,529         5,342,163         5,529,159         5,722,680         5,922,974         6,130,278
                        -----------       -----------       -----------       -----------       -----------       -----------
TOTAL EXPENSES           12,016,834        12,349,819        12,722,270        13,092,450        13,474,962        13,889,023
                        -----------       -----------       -----------       -----------       -----------       -----------

NET OPERATING
  INCOME                 21,202,666        21,065,212        21,970,738        22,402,718        22,874,750        24,066,092
ALTERATIONS                 311,385           853,716           410,506           466,347           847,078           294,930
COMMISSIONS                 196,365           288,211           365,566           438,238           468,274           468,707
CAPITAL RESERVES            140,727           145,653           150,751           156,027           161,488           167,140
                        -----------       -----------       -----------       -----------       -----------       -----------
CASH FLOW                20,554,188        19,777,632        21,043,916        21,342,108        21,397,910        23,135,316



                           FY2005            FY2006            FY2007            FY2008            FY2009
INCOME

MINIMUM RENT:
ALL TENANTS              22,730,282        23,380,862        23,770,410        24,809,958        26,289,416
                        -----------       -----------       -----------       -----------       -----------
TOTAL MINIMUM RENT       22,730,282        23,380,862        23,770,410        24,809,958        26,289,416

RECOVERIES:
CAM RECOVERIES            5,735,932         6,014,955         6,277,071         6,413,213         6,825,874
TAX RECOVERIES            2,230,667         2,248,001         2,264,054         2,206,546         2,241,757
FOOD COURT RECOVER          582,457           615,151           589,176           581,675           586,085
MAJORS CAN RECOVER        1,487,314         1,527,119         1,560,230         1,584,859         1,638,234
MAJORS TAX RECOVER        2,597,457         2,659,085         2,700,218         2,712,714         2,849,107
                        -----------       -----------       -----------       -----------       -----------
TOTAL RECOVERIES         12,633,827        13,064,311        13,390,749        13,499,007        14,141,057

OVERAGE RENT                637,041           628,428           548,202           394,779           489,798
RECAPTURES                        0                 0                 0                 0                 0

SALES VOLUME (000)          337,370           351,014           359,708           376,280           393,209
                        -----------       -----------       -----------       -----------       -----------

GROSS RENTAL
  INCOME                 36,001,148        37,073,600        37,709,360        38,703,744        40,920,272
CREDIT LOSS                (897,569)         (924,308)         (940,125)         (964,907)       (1,020,236)
MISCELLANEOUS             1,188,954         1,230,568         1,273,637         1,318,215         1,364,352
UTILITES INCOME           2,140,695         2,215,619         2,293,166         2,373,427         2,456,497
                        -----------       -----------       -----------       -----------       -----------
TOTAL INCOME             38,433,232        39,595,480        40,336,036        41,430,480        43,720,884

EXPENSES
PROMOTIONS                1,181,625         1,222,982         1,265,786         1,310,089         1,355,942
ADMINISTRATIVE              522,345           540,627           559,549           579,133           599,403
MANAGEMENT FEES           1,037,697         1,069,078         1,089,073         1,118,623         1,180,464
FOOD COURT                  581,270           601,614           622,671           644,465           667,021
PROPERTY TAXES            4,616,515         4,708,845         4,803,022         4,899,082         4,997,064
CAM                       6,344,838         6,566,907         6,796,749         7,034,635         7,280,847
                        -----------       -----------       -----------       -----------       -----------
TOTAL EXPENSES           14,284,290        14,710,053        15,136,850        15,586,027        16,080,741
                        -----------       -----------       -----------       -----------       -----------

NET OPERATING
  INCOME                 24,148,942        24,885,428        25,199,186        25,844,452        27,640,144
ALTERATIONS                 443,621           664,244           767,211         1,465,695           591,558
COMMISSIONS                 492,483           504,102           547,122           577,081           570,307
CAPITAL RESERVES            172,990           179,044           185,311           191,797           198,510
                        -----------       -----------       -----------       -----------       -----------
CASH FLOW                23,039,846        23,538,038        23,699,544        23,609,880        26,279,770
</TABLE>
<PAGE>

                                                 PROSPECTIVE FUTURE MARKET VALUE
================================================================================

Methodology - Upon Completion and at Stabilization
      We have also been requested by our client to give our opinion of the upon
completion and at stabilization. In our previous analysis, we estimate that
construction of the Rain Forest restaurant will be completed by May, 1998. While
there may be some mall tenant space available, the major focus of the
remerchandising will be complete at that point. Therefore by June, 1998, it is
projected that the subject will be substantially at stabilized operations
following final tenant fitout costs for Rain Forest. In this second analysis, we
have again utilized the discounted cash flow methodology, incorporating
basically the same assumptions as in our previous analysis As Is. However, in
this second analysis, all of the costs associated with bringing the property to
stabilization will have been incurred prior to the beginning of our analysis. On
the opposing page is a presentation of the cash flows which an informed investor
can annually expect from the subject property over the next ten years following
stabilization.

      These cash flows incorporate the following general assumptions:

      (1)   The commencement date of the investment holding period is June 1,
            1998 and continues on a fiscal basis for a period of 10 years until
            May 30, 2008.

      (2)   All existing and projected leases at the subject property are in
            full force and effect at the commencement of the investment holding
            period.

      (3)   With the exception of management and real estate taxes, expenses are
            projected to increase at 3.5 percent per annum over the investment
            holding period. Management is based upon a percentage of minimum
            rent, percentage rent and miscellaneous income. Real estate taxes
            are projected to increase at 2.0 percent per annum over the
            investment holding period.

      (4)   The investment will be liquidated based upon what would be the
            eleventh year's net operating income capitalized at an overall rate
            of 9.25 percent less transaction costs equal to 3 percent of the
            projected reversionary sale price.

      In the previous section we discussed the investment parameters regional
malls which are at stabilized operations. As noted in recent investment surveys,
the average internal rate of return for stabilized properties is between 11.00
and 12.00 percent.

      Considering the financial characteristics, locational attributes and
physical traits of the subject property, we believe a discount rate ranging from
11.0 to 12.0 percent would be appropriate for the subject property As Stabilized
in light of the investment criteria presented here. Thus, we have discounted the
projected future pre-tax cash flows to be received by an investor in the subject
property to a present value so as to yield between 11.00 percent to 12.0 percent
on capital at 25 basis point intervals over the holding period. This discounting
process is summarized as follows:

================================================================================


                                      -104-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                 Prospective Future Market Value
================================================================================

================================================================================
                               Investment Summary
================================================================================
Discount Rate          Present Worth            Overall Rate           Unit Rate
================================================================================
   11.00%              $230,055,000                 9.22%               $167.20
- --------------------------------------------------------------------------------
   11.25%              $226,407,000                 9.36%               $164.55
- --------------------------------------------------------------------------------
   11.50%              $222,837,000                 9.51%               $161.96
- --------------------------------------------------------------------------------
   11.75%              $219,344,000                 9.67%               $159.42
- --------------------------------------------------------------------------------
   12.00%              $215,925,000                 9.82%               $156.93
================================================================================

      Through such a sensitivity analysis, it can be seen that the current value
of the subject property varies from approximately $215.9 to $230.1 million. All
things considered, we believe a discount rate which falls at the low end of the
range to be appropriate for the subject property at stabilization.

Conclusion - Upon Completion and At Stabilization
      In view of the analysis presented here, it becomes our opinion that the
Income Capitalization Approach indicates a prospective future market value of
TWO HUNDRED THIRTY MILLION DOLLARS ($230,000,000) for the subject property, Upon
Completion and At Stabilization projected for June 1, 1998. The indices of
investment generated through this indicated value conclusion are shown below.

================================================================================
                               Investment Indices
================================================================================
           Equity Yield (IRR)                                 11.00%
- --------------------------------------------------------------------------------
      Overall Capitalization Rate *                            9.22%
- --------------------------------------------------------------------------------
      Price/SF of Mall Shop GLA **                          $390.66
- --------------------------------------------------------------------------------
        Price/SF of Owned GLA ***                              $167
================================================================================
*     Based on net income of $21,202,666 for first year

**    Based on 588,748+/- square feet

***   Based on 1,375,905+/- square feet
================================================================================

      We would note that as the subject is not at stabilization, the indicated
overall rate is less useful as a financial indicator and is included here for
informational purposes. Our analysis of the components of the yield indicates
that approximately 57 percent comes from cash flow and 43 percent comes from the
reversion. This represents is a reasonable allocation which meets with current
investor expectations.

================================================================================


                                      -105-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                         RECONCILIATION AND FINAL VALUE ESTIMATE
================================================================================

      Reconciliation is the process of deriving a single point value estimate
for the subject property from the indications provided by the approaches at
hand. This process requires the weighing of each approach as they relate to the
appraisal assignment and resolving the differences among the valuation
procedures. In the end, a single estimate of market value is concluded based
upon the appropriateness of each value indication. Only two of the three
approaches to value have been utilized for this analysis. In general terms, the
approaches included provide complimentary results, each approach or technique
supporting the other. A summary of the value indications for the subject is set
forth below.

================================================================================
                             Franklin Mills -As Is
================================================================================
Sales Comparison Approach                           $197,000,000 - $200,000,000
- --------------------------------------------------------------------------------
Income Capitalization Approach                             $193,000,000
================================================================================

================================================================================
                                 Franklin Mills
                      Upon Completion and at Stabilization
================================================================================
Sales Comparison Approach                           $228,000,000 - $231,000,000
- --------------------------------------------------------------------------------
Income Capitalization Approach                             $230,000,000
================================================================================

Sales Comparison Approach
      The Sales Comparison Approach has arrived at a value indication for the
improved portion of the subject property by analyzing historical arm's-length
transactions, reducing the gathered information to common units of comparison,
adjusting the sale data for differences with the subject, and interpreting the
results to yield a meaningful value conclusion. The basis of these conclusions
have been analyzed on the cash-on-cash return based upon net income multiplier.

      The process of comparing historical sales data to assess what purchasers
have been paying for similar type properties is weak in estimating future
expectations. Although the unit sale price yields comparable conclusions, it is
not the primary tool by which the investor market for a property like the
subject operates. In addition, no two properties are alike with respect to
quality of construction, location, market segmentation and income profile. As
such, subjective judgment necessarily becomes a part of the comparative process.
The usefulness of this approach is that it interprets specific investor
parameters established in their analysis and ultimate purchase of a property. In
light of the above, this methodology is best suited as support for the
conclusions of the Income Approach.

Income Capitalization Approach - Discounted Cash Flow Analysis
      The subject property is highly suited to analysis by the discounted cash
flow method as it will be bought and sold in investment circles. The focus on
property value in relation to anticipated income is well founded since the basis
for investment is profit in the form of return or yield on invested capital.

================================================================================


                                      -106-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                         Reconciliation And Final Value Estimate
================================================================================

      The subject property, as an investment vehicle, is sensitive to all
changes in the economic climate and the economic expectations of investors. The
discounted cash flow analysis may easily reflect changes in the economic climate
of investor expectations by adjusting the variables used to qualify the model.
In the case of the subject property, the Income Approach can analyze existing
leases, the probabilities of future rollovers and turnovers, and reflect the
expectations of overage rents. Essentially, the Income Capitalization Approach
can model many of the dynamics of a complex shopping center.

      We have relied heavily upon the results of the discounted cash flow
analysis in the valuation of the subject because of the applicability of this
method in accounting for the particular characteristics of the property, as well
as being the tool used by many purchasers.

Conclusions
      We have briefly discussed the applicability of each of the methods
presented. Because of certain vulnerable characteristics in the Sales Comparison
Approach, it has been used as supporting evidence and as a final check on the
value conclusion indicated by the Income Capitalization Approach.

      As a result of our analysis, we have formed the opinion that the market
value of the leased fee estate in the subject property, As Is, as of April 16,
1997 was:

                    ONE HUNDRED NINETY THREE MILLION DOLLARS

                                 ($193,000,000)

      Further, based upon the total analysis contained in this report, it is our
conclusion that, as of November 1, 1998, the prospective future market value of
the leased fee estate in the subject property, Upon Completion and As
Stabilized, would be:

                       TWO HUNDRED THIRTY MILLION DOLLARS

                                 ($230,000,000)

      We would particularly note that our estimates of value incorporate a
proposed major remerchandising plan. Ownership has demolished a vacant Sears
store and is constructing a 61,000 square foot movie theater on the site. In
addition, they will construct a 20,000 square foot restaurant adjoining the
theater site. Further, they intend to remerchandise the mall by emphasizing
higher end fashion tenants at the north end of the mall, moving towards more
discount oriented retailers at the middle of mall with an entertainment focus at
the south end anchored by the new movie theater and restaurant. The renovations
and remerchandising are projected for 1997 and 1998.

================================================================================


                                      -107-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

"Appraisal" means the appraisal report and opinion of value stated therein; or
the letter opinion of value to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

"C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

This appraisal is made subject to the following assumptions and limiting
conditions:

1.    No opinion is intended to be expressed and no responsibility is assumed
      for the legal description or for any matters which are legal in nature or
      require legal expertise or specialized knowledge beyond that of a real
      estate appraiser. Title to the Property is assumed to be good and
      marketable and the Property is assumed to be free and clear of all liens
      unless otherwise stated. No survey of the Property was undertaken.

2.    The information contained in the Appraisal or upon which the Appraisal is
      based has been gathered from sources the Appraiser assumes to be reliable
      and accurate. Some of such information may have been provided by the owner
      of the Property. Neither the Appraiser, nor C&W shall be responsible for
      the accuracy or completeness of such information, including the
      correctness of estimates, opinions, dimensions, sketched, exhibits and
      factual matters.

3.    The opinion of value is only as of the date stated in the Appraisal.
      Changes since that date in external and market factors or in the Property
      itself can significantly affect property value.

4.    The Appraisal is to be used in whole and not in part. No part of the
      Appraisal shall be used in conjunction with any other appraisal.
      Publication of the Appraisal or any portion thereof without the prior
      written consent of C&W is prohibited. Except as may be otherwise stated in
      the letter of engagement, the Appraisal may not be used by any person
      other than the property to whom it is addressed or for purposes other than
      that for which it was prepared. No part of the Appraisal shall be conveyed
      to the public through advertising, or used in any sales or promotional
      material without C&W's prior written consent. Reference to the Appraisal
      Institute or to the MAI Designation is prohibited.

5.    Except as may be otherwise stated in our letter of engagement, the
      Appraiser shall not be required to give testimony in any court or
      administrative proceeding relating to the Property or the Appraisal.

================================================================================


                                      -108-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Assumptions and Limiting Conditions
================================================================================

6.    The Appraisal assumes (a) responsible ownership and competent management
      of the Property; (b) there are no hidden or unapparent conditions of the
      property, subsoil or structures that render the Property more or less
      valuable (no responsibility is assumed for such conditions or for
      arranging for engineering studies that may be required to discover them);
      (c) full compliance with all applicable federal, state and local zoning
      and environmental regulations and laws, unless noncompliance is stated,
      defined and considered in the Appraisal; and (d) all required licenses,
      certificates of occupancy and the governmental consents have been or can
      be obtained and renewed for any use on which the value estimate contained
      in the Appraisal is based.

7.    The physical condition of the improvements considered by the Appraisal is
      based on visual inspection by the Appraiser or other person identified in
      the Appraisal. C&W assumes no responsibility for the soundness of
      structural members nor for the condition of mechanical equipment ,
      plumbing or electrical components.

8.    The forecasted potential gross income referred to in the Appraisal may be
      based on lease summaries provided by the owner or third parties. The
      Appraiser has not reviewed lease documents and assumes no responsibility
      for the authenticity or completeness of lease information provided by
      others. C&W recommends that legal advice be obtained regarding the
      interpretation of lease provisions and the contractual; rights of parties.

9.    The forecasts of income and expenses are not predictions of the future.
      Rather, they are the Appraiser's best estimated of current market thinking
      on future income and expenses. The Appraiser and C&W make no warranty or
      representation that these forecasts will materialize. The real estate
      market is constantly fluctuating and changing. It is not the Appraiser's
      task to predict or in any way warrant the conditions of a future real
      estate market; the Appraiser can only reflect what the investment
      community, as of the date of the Appraisal, envisages for the future in
      terms of rental rates, expenses, supply and demand.

10.   Unless otherwise stated in the Appraisal, the existence of potentially
      hazardous or toxic materials which may have been used in construction or
      maintenance of the improvements or may be located at or about the Property
      was not considered in arriving at the opinion of value. These materials
      (such as formaldehyde foam insulation, asbestos insulation and other
      potentially hazardous materials) may adversely affect the value of the
      Property. The Appraisers are not qualified to detect such substances. C&W
      recommends that an environmental expert be employed to determine the
      impact of these matters on the opinion of value.

11.   Unless otherwise stated in the Appraisal, compliance with the requirements
      of the Americans with Disabilities Act of 1990 (ADA) has not been
      considered in arriving at the opinion of value. Failure to comply with the
      requirement of the ADA may adversely affect the value of property. C&W
      recommends that an expert in this field be employed.

================================================================================


                                      -109-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                      CERTIFICATION OF APPRAISAL
================================================================================

We certify that, to the best our knowledge and belief:

      1.    Gerald B. McNamara, MAI, and Richard W. Latella, MAI inspected the
            property.

      2.    The statements of fact contained in this report are true and
            correct.

      3.    The reported analyses, opinion, and conclusions are limited only by
            the reported assumptions and limiting conditions, and are our
            personal, unbiased professional analyses, opinions, and conclusions.

      4.    We have no present or prospective interest in the property that is
            the subject of this report, and we have no personal interest or bias
            with respect to the parties involved.

      5.    Our compensation is not contingent upon the reporting of a
            predetermined value or direction in value that favors the cause of
            the client, the amount of the value estimate, the attainment of a
            stipulated result, or the occurrence of a subsequent event. The
            appraisal assignment was not based on a requested minimum valuation,
            a specific valuation or the approval of a loan.

      6.    No one provided significant professional assistance to the person
            signing this report.

      7.    Our analyses, opinions, and conclusions were developed, and this
            report has been prepared, in conformity with the uniform Standards
            of Professional Appraisal Practice of the Appraisal Foundation and
            the code of Professional Ethics and the Standards of Professional
            Appraisal Practice of the Appraisal Institute.

      8.    The use of this report is subject to the requirements of the
            Appraisal Institute relating to review by its duly authorized
            representative,

      9.    As of the date of this report, Gerald B. McNamara, MAI and Richard
            W. Latella, MAI have completed the requirements of the continuing
            education program of the Appraisal Institute.


            /s/Gerald B. McNamara               /s/Richard W. Latella
            Gerald B. McNamara, MAI             Richard W. Latella, MAI
            Associate Director                  Senior Director
            Valuation Advisory Services         Valuation Advisory Services
            Pennsylvania Certified              Pennsylvania Certified
            General Appraiser #GA-000267-L      General Appraiser #GA-00103-R

================================================================================


                                      -110-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         ADDENDA
================================================================================



================================================================================


                                      -111-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                 NATIONAL RETAIL MARKET OVERVIEW
================================================================================

Introduction

      Shopping centers constitute the major form of retail activity in the
United States today. Approximately 55 percent of all non-automotive retail sales
occur in shopping centers. It is estimated that consumer spending accounts for
about two-thirds of all economic activity in the United States. As such, retail
sales patterns have become an important indicator of the country's economic
health.

      The early part of the 1990s was a time of economic stagnation and
uncertainty in the country. The gradual recovery, which began as the nation
crept out of the last recession, has shown some signs of weakness as corporate
downsizing has accelerated. But as the recovery period reaches into its fifth
year and the retail environment remains volatile, speculation regarding the
nation's economic future remains. It is this uncertainty which has shaped recent
consumer spending patterns. We shall first provide a brief overview of broad
economic measures that are important in terms of long range retail sales
forecasting and general investment underwriting. This is followed by a
discussion of retail sales trends along with selected statistics of the shopping
center industry. Also included is a discussion of contemporary industry trends,
valuation issues and a brief overview of the REIT market.

Personal Income and Consumer Spending
      Americans' personal income advanced by eight-tenths of a percent in
December, which helped raise income for all of 1996 by 5.5 percent. This was
less than 1995 but it far outpaced the 2.5 percent in 1994.

================================================================================
            Personal Income               Consumer Spending
================================================================================
            Year    % Change              Year      % Change
================================================================================
            1993      4.7                 1993        5.8
- --------------------------------------------------------------------------------
            1994      2.5                 1994        5.5
- --------------------------------------------------------------------------------
            1995      6.1                 1995        4.8
- --------------------------------------------------------------------------------
            1996      5.5                 1996        4.6
================================================================================
      Source:   Commerce Dept.
================================================================================

      American workers won wage gains in 1996 that were the largest since 1990.
Nationwide, average hourly wages rose by 3.8 percent to $11.98 in 1996, about
five-tenths of a percent above the inflation rate. This compares with 3.2
percent in 1995. Personal income grew three-tenths of a percent in January 1997.

      Consumer spending is another closely watched indicator of economic
activity. The importance of consumer spending is that it represents two-thirds
of the nation's economic activity. Total consumer spending rose by 4.6 percent
in 1996, slightly off of the 4.8 percent rise in 1995. These increases followed
a significant lowering on unemployment and bolstered consumer confidence.
Personal spending grew seven-tenths of a percent in January 1997, well above
analysts' expectations.
<PAGE>

                                                 National Retail Market Overview
================================================================================

Unemployment Trends
      The Clinton Administration touts that its economic policy has dramatically
increased the number of citizens who have jobs. Correspondingly, the nation's
unemployment rate continues to decrease from its recent peak in 1992. Selected
statistics released by the Bureau of Labor Statistics are summarized as follows:

================================================================================
                         Selected Employment Statistics
================================================================================
             Civilian Labor Force               Employed
================================================================================
          Total Workers                Total Workers                Unemployment
Year         (000)      % Change           (000)      % Change          Rate
================================================================================
  1990      124,787        .7             117,914        .5             5.5
- --------------------------------------------------------------------------------
  1991      125,303        .4             116,877      - .9             6.7
- --------------------------------------------------------------------------------
  1992      126,982       1.3             117,598        .6             7.4
- --------------------------------------------------------------------------------
  1993      128,040        .8             119,306       1.5             6.8
- --------------------------------------------------------------------------------
  1994      131,056       2.4             123,060       3.1             6.1
- --------------------------------------------------------------------------------
  1995      132,337       .98             124,926       1.5             5.6
- --------------------------------------------------------------------------------
  1996      135,022       2.0             127,855       2.3             5.3
================================================================================
  CAGR                   1.32                          1.37        
1990-1996                                                      
================================================================================
^1 Year Ending December 31
================================================================================
Source: Bureau of Labor Statistics U.S. Department of Labor
================================================================================

      During 1996, the labor force increased by 2,685,000 or approximately 2.0
percent. Correspondingly, the level of employment increased by 2,929,000 or 2.3
percent. As such, the year end unemployment rate dropped by three-tenths of a
percent to 5.3 percent. For 1996, monthly job growth averaged 224,000. On
balance, over 10.0 million jobs have been created since the recovery began.
Preliminary data for January 1997 shows that the unemployment rate edged up to
5.4 percent.

Housing Trends
      Housing trends are an important economic measure due to the substantial
economic activity generated when a home changes hands (i.e. spending on repairs
by sellers, redecorating by buyers, fees, commissions and taxes).

      For all of 1996, new single family home sales totaled 756,000, up 13.3
percent from 667,000 in 1995. The yearly sales level was the highest since 1978.
The median new home price of new homes sold in 1995 was $133,900, up 3 percent
from the median of $130,000 for 1994. Through September 1996, it was tracking at
$137,500. Sales of new homes rose 8.6 percent in January 1997. The increase in
January is likely a result of the abnormally low sales volume in January 1996
due to last year's blizzard. Builders are currently reporting a 4.5 inventory of
unsold homes.

      Sales of existing single family homes hit an 18-year record in 1996 to
4.09 million units, up 7.5 percent from 3.8 million in 1995. The median price
jumped by 4.6 percent to $118,100.

      In a surprise to most analysts who follow the housing market, data in
December 1996 shows that starts dropped 12.2 percent from the previous month to
a seasonally adjusted annual rate of 1.38 million units. However, this was not
enough to offset the 8.8 percent increase for all of 1996 to 1.47 million units,
the most since 1988.
<PAGE>

                                                 National Retail Market Overview
================================================================================

      The home ownership rate seems to be rising, after remaining stagnant over
the last decade. For 1995, the share of households that own their homes was 64.7
percent, compared to 64.0 percent for a year earlier. Lower mortgage rates are
cited as a factor.

Gross Domestic Product
      The report on the gross domestic product (GDP) showed that output for
goods and services expanded at an annual rate of just .9 percent in the fourth
quarter of 1995. Overall, the economy gained 2.0 percent in 1995, the weakest
showing in four years since the 1991 recession. Conversely, the fourth quarter
(1996) GDP grew at a surprisingly robust 4.7 percent. As a result, the GDP
posted a 2.5 percent annual gain for all of 1996, topping the 2.0 percent rise
in 1995. The Fed foresees a continuation of this trend and expects the U.S.
economy will expand at a 2.0 to 2.50 percent pace during 1997 which is in-line
with White House forecasts and a pace which is viewed as the economy's
non-inflationary growth limit.

      The following chart cites the annual change in real GDP since 1990.

================================================================================
                                    Real GDP
================================================================================
                  Year                          % Change
================================================================================
1990                                                                         1.2
- --------------------------------------------------------------------------------
1991                                                                         -.6
- --------------------------------------------------------------------------------
1992                                                                         2.3
- --------------------------------------------------------------------------------
1993                                                                         3.1
- --------------------------------------------------------------------------------
1994                                                                         4.1
- --------------------------------------------------------------------------------
1995*                                                                        2.0
- --------------------------------------------------------------------------------
1996                                                                         2.5
================================================================================
                  * Reflects new chain weighted system of measurement.
                    Comparable 1994 measure would be 3.5%
================================================================================
                  Source: Bureau of Economic Analysis
================================================================================

Wholesale Prices
      Soaring energy prices in December drove wholesale costs to a twelve month
high. For the year, the Producer Price Index (PPI) gained 2.8 percent. However,
excluding energy, the PPI rose just 1.4 percent in all of 1996. In 1995, the
index rose 2.3 percent. Projections for 1997 show that most economists expect a
2.5 percent rise and a core increase of 1.5 percent.

Consumer Prices
      The Bureau of Labor Statistics has reported that consumer prices rose by
only 2.5 percent in 1995, the fifth consecutive year in which inflation was
under 3.0 percent. This was the lowest rate in nearly a decade when the overall
rate was 1.1 percent in 1986. All sectors were down substantially in 1995
including the volatile health care segment which recorded inflation of only 3.9
percent, the lowest rate in 23 years.
<PAGE>

                                                 National Retail Market Overview
================================================================================

      The following chart tracks the annual change in the CPI since 1990.

================================================================================
                            Consumer Price Index(1)
================================================================================
                  Year                  CPI             % Change
================================================================================
                  1990                 133.8               6.1
- --------------------------------------------------------------------------------
                  1991                 137.9               3.0
- --------------------------------------------------------------------------------
                  1992                 141.9               2.9
- --------------------------------------------------------------------------------
                  1993                 145.8               2.7
- --------------------------------------------------------------------------------
                  1994                 149.7               2.7
- --------------------------------------------------------------------------------
                  1995                 153.5               2.5
- --------------------------------------------------------------------------------
                  1996                 158.6(2)            3.3
================================================================================
(1) All Urban Workers         
(2) Preliminary
================================================================================
Source: Dept. of Labor, Bureau of Labor Statistics
================================================================================

      Preliminary data for the year shows the consumer prices rose in line with
investor expectations. The index was up three-tenths of a percent in December,
its third consecutive gain at this level. On an annualized basis, the inflation
rate was reported at 3.3 percent for year, the highest rate of increase since
1990. Since then, inflation has eased every year except for 1994 when it was
unchanged. Excluding food and energy, the 77 percent of the index known as the
core index, the underlying inflation rate was 2.6 for the previous twelve
months, the lowest core rate since 1965, with the exception of an increase of
the same size in 1994.

      Recently, a special advisory panel of prominent economists have contended
that the current method of calculating the Consumer Price Index overstates
inflation by 1.1 percentage points annually. The government is currently
reviewing the far ranging implications a change in procedure may have.

Other Indicators
      The government's main economic forecasting gauge, the Index of Leading
Economic Indicators is intended to project economic growth over the next six to
nine months. The Conference Board, an independent business group, reported that
the index increased three-tenths of a percent in January 1997, its thirteenth
consecutive gain.

      The Conference Board also reported that consumer confidence rose in
January 1997 to 116.8, its highest level since November 1989. This was above the
consensus opinion. Accordingly, consumers attitudes about the economy remain
upbeat. Measures of consumer confidence are watched closely for indications of
future consumer spending.

      In another sign of increasingly pinched household budgets, consumers are
showing signs of curtailing new installment debt, which stand near a record 20.8
percent of disposable income. Even though consumers bought more credit in
November than they did in October, analysts felt they were exercising more
restraint than they did earlier in the year. The Federal Reserve said consumer
credit expanded at a seasonally adjusted $7.4 billion in November or at a 7.4
percent annual rate. Nonetheless, the levels of consumer credit is a cause for
concern. Credit card delinquencies and personal bankruptcies remain near record
levels indicating that consumers may be reaching a point of saturation with
respect to new debt.
<PAGE>

      The Employment Cost Index is a measure of overall compensation including
wages, salaries and benefits. Despite a tight labor market, American workers
have not won pay and benefit increases large enough to push inflation higher, at
least for the near term. The Labor Department reported that the index rose by
2.9 percent in 1996, up slightly from the 2.7 percent rise in 1995.

      Productivity is a key element in measuring the standard of living since
increased efficiency allows businesses to increase workers compensation without
having to raise prices. Through the first 70 years of this century, non-farm
productivity rose at an annual rate of 2.2 percent. Between 1973 and 1995, a
marked slowdown has been in evidence with only a 1 percent annual rate. The
Labor Department reports that the productivity of American workers grew by
eight-tenths of a percent in 1996, the largest gain since a 3.2 percent advance
in 1992. Productivity increased by three-tenths of a percent in 1995.

Economic Outlook
      The WEFA Group, an economic consulting company, opines that the current
state of the economy is a "central bankers" dream, with growth headed toward the
Fed's 2.5 percent target, accompanied by stable if not falling inflation. They
project that inflation will track at about 2.5 percent through 1998. Over the
longer term, inflation is expected to average 2.7 percent. This will have a
direct influence on consumption (consumer expenditures).

      Potential GDP provides an indication of the expansion of output, real
incomes, real expenditures, and the general standard of living of the
population. WEFA estimates that real U.S. GOP will grow at an average annual
rate of 2.3 percent over the next decade, and slow to about 2.1 percent by 2019.

      Consumption expenditures are primarily predicated on the growth of real
permanent income, demographic influences, and changes in relative prices over
the long term. Changes in these key variables explain much of the consumer
spending patterns of the 1970s and mid-1980s, a period during which baby boomers
were reaching the asset acquisition stages of their lives; purchasing
automobiles and other consumer and household durables. Increases in real
disposable income supported this spending spurt with an average annual increase
of 2.9 percent per year over the past twenty years. Real consumption
expenditures increased at an average annual rate of 3.1 percent during the 1970s
and by an average of 4.0 percent from 1983 to 1988. WEFA projects that
consumption expenditure growth will slow as a result of slower population growth
and aging. It is also projected that the share of personal consumption
expenditures relative to GDP will decline over the next decade. Consumer
spending as a share of GDP peaked in 1993 at 68.0 percent after averaging about
63.0 percent over much of the post-war period. WEFA estimates that real
consumption expenditure growth will average 2.2 percent per year through 2005
and slows to 2.1 percent thereafter.

Retail Sales
      During the period 1980 through 1996, total retail sales in the United
States increased at a compound annual rate of 6.1 percent. Data for the period
1990 through 1996 shows that sales growth has slowed to an annual average of 5.0
percent. This information is summarized on the following chart.
<PAGE>

                                                 National Retail Market Overview
================================================================================

================================================================================
                           Total U.S. Retail Sales(1)
================================================================================
                  Year                    Amount         Annual
                                        (Billions)       Change
================================================================================
1980                                    $  957,400                           N/A
- --------------------------------------------------------------------------------
1985                                    $1,375,027                           N/A
- --------------------------------------------------------------------------------
1990                                    $1,844,611                           N/A
- --------------------------------------------------------------------------------
1991                                    $1,855,937                          .61%
- --------------------------------------------------------------------------------
1992                                    $1,951,589                          5.2%
- --------------------------------------------------------------------------------
1993                                    $2,074,499                          6.3%
- --------------------------------------------------------------------------------
1994                                    $2,236,966                          7.8%
- --------------------------------------------------------------------------------
1995                                    $2,340,817                          4.6%
- --------------------------------------------------------------------------------
1996(2)                                 $2,465,835                          5.3%
- --------------------------------------------------------------------------------
              Compound Annual Growth                                       +6.1%
                       Rate
                     1980-1996
- --------------------------------------------------------------------------------
              CAGR: 1990-1996                                              +5.0%
================================================================================
1     1985 - 1995 data reflects recent revisions by the U.S. 
      Department of Commerce: Combined Annual and Revise
      Monthly Retail Trade.

2     Preliminary advance estimates.
================================================================================
            Source: Monthly Retail Trade Reports Business Division, Current
            Business Reports, Bureau of the Census, U.S. Department of Commerce.
================================================================================

      The Census Bureau of the Department of Commerce reports that advance
estimates for U.S. retail sales for 1996 were $2.465 trillion, an increase of
$125.0 billion, or 5.3 percent from 1995. For the month of December 1996, sales
were up six-tenths of a percent.

      Provided on the following chart is a summary of overall and same store
sales growth for selected national merchants for the most recent period.
<PAGE>

                                                 National Retail Market Overview
================================================================================

================================================================================
                 Same Store Sales for the Month of January 1997
================================================================================
                                                % Change From Previous Year
                                                ---------------------------
            Name of Retailer                    Overall    Same Store Basis
================================================================================
               Wal-Mart                          +15.0%       + 6 6%
- --------------------------------------------------------------------------------
                Kmart                            + 5.0%       + 7.2%
- --------------------------------------------------------------------------------
        Sears, Roebuck & Company                 +12.0%       + 5.8%
- --------------------------------------------------------------------------------
             J.C. Penney                         +15.0%       +13.0%
- --------------------------------------------------------------------------------
        Dayton Hudson Corporation                +12.0%       + 5.5%
- --------------------------------------------------------------------------------
          May Department Stores                  +13.0%       + 6.7%
- --------------------------------------------------------------------------------
       Federated Department Stores                 N/A        + 9.4%
- --------------------------------------------------------------------------------
           The Limited Inc.                      +25.0%       +17.0%
- --------------------------------------------------------------------------------
                Gap Inc.                         +21.0%       + 8.0%
- --------------------------------------------------------------------------------
               Ann Taylor                        + 6.0%       + 2.5%
- --------------------------------------------------------------------------------
              Woolworth's                        - 1.0%       + 2.5%
- --------------------------------------------------------------------------------
               Best Buy                          - 7.0%       -15.0%
================================================================================
Source: New York Times/Wall Street Journal
================================================================================

o     Sales at many of the nation's largest retailers were up in December 1996
      but below most analysts' and retailers expectations after a fast start
      following Thanksgiving. Wal-Mart, Kmart, Sears, and JC Penney did well,
      however, May and Federated were notable laggards. The Goldman Sachs retail
      composite index of same store sales rose 2.9 percent for stores open at
      least one year. The figure put the 1996 Christmas season among the worst
      in more than a decade but still better than the 2 percent rise in 1995.
      Nonetheless the rise was below analysts expectations of 4 to 6 percent.
      Electronics suffered led by Best Buy's 13 percent drop. Some apparel did
      well such as Ann Taylor and TJX. A strong contrast in luxury sales was
      seen in Neiman Marcus' .6 percent decline as compared to Saks which had a
      10.6 percent increase for the month.

o     Data for January 1997 shows that shoppers were attracted to the
      promotional sales offered by merchants during this traditionally slow
      period. The Goldman Sachs index rose 5.8 percent, up sharply from last
      year's 1.1 percent increase. Strong gains were seen across the board from
      apparel to household items. Luxury retailers such as Saks (14.3 percent
      gain) did particularly well. The only segment which did not benefit from
      the strong sales growth were home electronics companies such as Best Buy
      (-15.0 percent) and Circuit City (-11.0 percent).
<PAGE>

                                                 National Retail Market Overview
================================================================================

      The outlook for retail sales growth is one of cautious optimism. It
appears as if the low price department stores and off price apparel segment is
poised to continue to do well, as they tend to be representative of those
industry segments which have gone through mergers and are benefiting from fewer
competitors. Some analysts point to the fact that consumer confidence has
resulted in increases in personal debt which may be troublesome in the long run.
Consumer loans by banks continue to rise. But data gathered by the Federal
Reserve on monthly payments suggest that debt payments are not taking as big a
bite out of income as in the late 1980s, largely because of the record
refinancings at lower interest rates in recent years and the efforts by many
Americans to repay debts.

GAFO and Shopping Center Inclined Sales
      In a true understanding of shopping center dynamics, it is important to
focus on both GAFO sales or the broader category of Shopping Center Inclined
Sales. GAFO goods comprise the overwhelming bulk of goods and products carried
in shopping centers and department stores and consist of the following
categories:

      o     General merchandise stores including department and other stores;

      o     Apparel and accessory stores;

      o     Furniture and home furnishing stores; and

      o     Other miscellaneous shoppers goods stores.

      Shopping Center Inclined Sales are somewhat broader and include such
classifications as home improvement and grocery stores. The store types that
comprise shopping centers comprised approximately 53 percent of total retail
sales in 1995. The balance were generated by auto dealers, gas stations, food
service facilities and other miscellaneous establishments.

      Total retail sales grew by 4.6 percent in the United States in 1995 to
$2.341 trillion, an increase of $104 billion over 1994. This followed an
increase of 7.8 percent or $162 billion over 1993. Automobile dealers captured
$34+/- billion of total retail sales growth last year, while Shopping Center
Inclined Sales accounted for nearly 50.0 percent of the increase ($50 billion).
GAFO sales increased by $32.5 billion. This group was led by department stores
which posted a $14.4 billion increase in sales. The following chart summarizes
the performance for this most recent comparison period.
<PAGE>

                                                 National Retail Market Overview
================================================================================

================================================================================
                        Retail Sales by Major Store Type
                               1994-1995 ($Mil.)
================================================================================
Store Type                       1994         1995        Percent of   1994-1995
                                                          Income (1)   % Changes
================================================================================
GAFO:
General Merchandise          $  282,541   $  296,904                     5.1%
Apparel & Accessories           109,603      109,962                      .3%
Furniture & Furnishings         119,626      129,923                     8.6%
Other GAFO                       80,533       88,029                     9.3%
- --------------------------------------------------------------------------------
GAFO Subtotal                $  592,303   $  624,818       14.4%         5.5%
- --------------------------------------------------------------------------------
Convenience Stores:                                                      
Grocery                      $  376,330   $  389,134                     3.4%
Other Food                       21,470       21,378                     (.4)%
- --------------------------------------------------------------------------------
Subtotal                     $  397,800   $  410,512        9.5%         3.2%
Drug                             81,538       84,240        2.0%         3.3%
- --------------------------------------------------------------------------------
Convenience Subtotal -       $  479,338   $  494,752                     3.2%
- --------------------------------------------------------------------------------
Other                                                                    
Home Improvement &                                                       
Building Supplies Stores     $  122,533   $  124,626        2.9%         1.7%
Shopping Center-Inclined                                                 
Subtotal                     $1,194,174   $1,244,196       28.8%         4.2%
Automobile Dealers              526,319      560,624                     6.5%
Gas Stations                    142,193      148,192                     4.2%
Eating and Drinking Places      228,351      233,606                     2.3%
All Other                       145,929*     154,199*                    5.7%
- --------------------------------------------------------------------------------
Total Retail Sales           $2,236,966   $2,340,817                     4.6%
================================================================================
*    Estimated Sales                                                     
- --------------------------------------------------------------------------------
1     Current Population Report, Page 60. Estimated at 96.8 million households @
      $44,100 = 4.3 trillion.
================================================================================
Source: U.S. Department of Commerce, Bureau of the Census and Dougal M. Casey:
Various ICSC White Papers.
================================================================================

      GAFO sales grew by 5.5 percent in 1995 to $624.8 billion. From the above
it can be calculated that GAFO sales accounted for 26.7 percent of total retail
sales and nearly 50.0 percent of all shopping center-inclined sales. GAFO sales
have also risen relative to household income. In 1990 these sales represented
13.9 percent of average household income. By 1994/1995 they rose to 14.4
percent. Projections through 2000 show a continuation of this trend to 14.7
percent. On average, total sales were equal to nearly 55.0 percent of household
income in 1994.
<PAGE>

                                                 National Retail Market Overview
================================================================================

<TABLE>
<CAPTION>
=============================================================================================
         Determinants of Retail Sales Growth and U.S. Retail Sales by Key Store Type
=============================================================================================
                                                1990               1994                2000^p
=============================================================================================
<S>                                         <C>                <C>                <C>        
Determinants
Population                                  248,700,000        260,000,000        276,200,000
Households                                   91,900,000         95,700,000        103,700,000
Average Household Income                        $37,400            $42,600            $51,600
Total Census Money Income:                   $3.4 Tril.         $4.1 Tril.         $5.4 Tril.
- ---------------------------------------------------------------------------------------------
% Allocations of Income to Sales
GAFO Stores                                        13.9%              14.4%              14.7%
Convenience Stores                                 12.9%              11.7%              10.7%
Home Improvement Stores                             2.8%               3.0%               3.3%
Total Shopping Center-Inclined Stores              29.6%              29.1%              28.8%
Total Retail Stores                                54.3%              54.6%              52.8%
- ---------------------------------------------------------------------------------------------
Sales ($Billion)
GAFO Stores                                        $472               $592               $795
Convenience Stores                                  439                479                580
Home Improvement Stores                              95                123                180
Total Shopping Center-Inclined Stores            $1,005             $1,194             $1,555
TOTAL RETAIL SALES                               $1,845             $2,237             $2,850
=============================================================================================
Note: Sales and income figures are for the full year; population and household figures are as
      of April 1 in each respective year. P=Projected.
=============================================================================================
Source: U.S. Census of Population, 1990; U.S. Bureau of the Census Current Population
        Reports: Consumer Income P6-168, 174,180,184 and 188; Berna Miller with Linda Jacobsen,
        "Household Futures", American Demographics, March 1995; Retail Trade sources already
        cited; and Dougal M. Casey: ICSC White Paper
=============================================================================================
</TABLE>

      GAFO sales have risen at a compound annual rate of approximately 6.8
percent since 1991 based on the following annual change in sales.

================================================================================
                        1990/91                       2.9%
- --------------------------------------------------------------------------------
                        1991/92                       7.0%
- --------------------------------------------------------------------------------
                        1992/93                       6.6%
- --------------------------------------------------------------------------------
                        1993/94                       7.0%
- --------------------------------------------------------------------------------
                        1994/95                       5.5%
================================================================================
                                 
      According to a recent study by the ICSC, GAFO sales are expected to grow
by 5.0 percent per annum through the year 2000, which is well above the 4.1
percent growth for all retail sales. This information is presented in the
following chart.
<PAGE>

                                                 National Retail Market Overview
================================================================================

================================================================================
        Retail Sales Forecasts in the United States, by Major Store Type
================================================================================
                                        1994        2000(P)    Percent Change
- --------------------------------------------------------------------------------
                                                                        Compound
         Store Type                ($ Billions) ($ Billions   Total      Annual
================================================================================
GAFO:                                 $  283      $  370      30.7%       4.6%
General Merchandise                      110         135      22.7%       3.5%
Apparel & Accessories                    120         180      50.0%       7.0%
Furniture/Home Furnishings                81         110      35.8%       5.2%
Other Shoppers Goods
- --------------------------------------------------------------------------------
GAFO Subtotal                         $  592      $  795      34.3%       5.0%
- --------------------------------------------------------------------------------
CONVENIENCE GOODS:                    $  398      $  480      20.6%       3.2%
Food Stores                               82         100      22.0%       3.4%
Drugstores
- --------------------------------------------------------------------------------
Convenience Subtotal                  $  479      $  580      21.1%       3.2%
- --------------------------------------------------------------------------------
Home Improvement                         123         180      46.3%       6.6%
- --------------------------------------------------------------------------------
Shopping Center-Inclined              $1,194      $1,555      30.2%       4.5%
Subtotal
- --------------------------------------------------------------------------------
All Other                              1,043       1,295      24.2%       3.7%
- --------------------------------------------------------------------------------
Total                                 $2,237      $2,850      27.4%       4.1%
================================================================================
Note:     P = Projected. Some figures rounded.
================================================================================
Source:   U.S. Department of commerce, Bureau of the Census and Dougal M. Casey.
================================================================================

      According to the ICSC White Paper: Overstoring - A Look at Retail Space
and Sales Performance; Shopping Center Inclined Sales have grown from $257
billion in 1972 to $1.244 trillion in 1995, a 7.1 percent annual growth rate.
Historical data is shown below.

================================================================================
                      Shopping Center Inclined Store Sales
                              1972-1995 (Billions)
================================================================================
                              1972      1980        1990        1995
================================================================================
Sales                         $257      $532       $1,000      $1,244
- --------------------------------------------------------------------------------
Compound Annual Growth                               
- --------------------------------------------------------------------------------
       1972-1995              7.1%                       
- --------------------------------------------------------------------------------
       1972-1980              9.5%                       
- --------------------------------------------------------------------------------
       1980-1990              6.6%                       
- --------------------------------------------------------------------------------
       1990-1995              4.3%                       
================================================================================
Source: U.S. Bureau of The Census and ICSC White Paper: Overstoring - A Look at
        Retail Space and Sales Performance.
================================================================================

      From the above, we see that the most recent annual rate of growth
(1990-1995) in Shopping Center Inclined Sales of 4.3 percent has decreased to
less than half of what it was during the 1970s (9.5 percent). Projections
through December 2000 are for a compound growth rate of 4.5 percent.
                                        
<PAGE>
                                        
                                                 National Retail Market Overview
================================================================================

      Shopping centers have stabilized their share of shopping center inclined
sales. In 1972 this share was estimated at 48 percent. Since the early 1980s,
this share has stabilized in the 72 to 73 percent range. For example, the
estimated sales total of $894 billion of shopping center sales in 1995 was equal
to 72 percent of total inclined sales.
<PAGE>

                                                 National Retail Market Overview
================================================================================

      The International Council of Shopping Centers (ICSC) publishes a Monthly
Mall Merchandise Index which tracks sales by store type for more than 400
regional shopping centers. The index shows that total sales per square foot rose
by .5 percent to $261 per square foot in 1995. Data through the first half of
1996 shows that sales are running 3.9 percent ahead of the comparable period in
1995. The following chart identifies the most recent year-end results.

================================================================================
                            1995 Year End Performance
                      Non-Anchor Tenant Sales In U.S. Malls
================================================================================
                                                                  ICSC Index
                                                                    % Change
Store Type                                        1995 (SF*)      From YE 1994
================================================================================
GAFO Categories:                                                  
Apparel and Accessories                                           
Women's Accessories and Specialties                 $ 285            -2.6%
Women's Ready-To-Wear                                 184            -3.5%
Men's Apparel                                         234            -0.2%
Children's Apparel                                    346            -1.3%
Family Apparel                                        292            -0.1%
Women's Shoes                                         295             1.3%
Men's Shoes                                           345            -0.5%
Family Shoes                                          253            -1.8%
Shoes Miscellaneous                                   338             2.1%
Apparel and Accessories - Misc.                     $ 286            19.5%
- --------------------------------------------------------------------------------
SUBTOTAL                                            $ 238            -0.8%
- --------------------------------------------------------------------------------
Furniture and Furnishings:                                        
Home Furniture & Furnishings                        $ 255            -6.3%
Home Entertainment & Electronics                      317            -3.8%
Home Furnishings - Misc.                              300            -2.1%
- --------------------------------------------------------------------------------
SUBTOTAL                                            $ 297            -4.8%
- --------------------------------------------------------------------------------
Other GAFO:                                                       
Jewelry                                             $ 606             6.3%
Stationery/Cards/Gifts/Novelty                        255             2.8%
Books                                                 249            -5.9%
Sporting Goods/Bicycles                               239             0.7%
Other GAFO - Misc.                                    294             2.9%
- --------------------------------------------------------------------------------
SUBTOTAL                                            $ 328             2.2%
- --------------------------------------------------------------------------------
TOTAL GAFO                                          $ 268            -0.2%
- --------------------------------------------------------------------------------
NON GAFO Categories:                                              
Food Services                                                     
Fast Food                                           $ 381             0.9%
Restaurants                                           259             0.5%
Food Services - Misc.                                 236             5.8%
- --------------------------------------------------------------------------------
SUBTOTAL                                            $ 313             0.4%
- --------------------------------------------------------------------------------
OTHER NON-GAFO Categories:                                        
Specialty Food Stores                               $ 351             4.5%
Supermarkets                                          307            14.0%
Drug/HBA                                              285             7.9%
Personal Services                                     273             3.2%
Automotive                                            133            -6.3%
Home Improvement                                      222             4.2%
Mall Entertainment                                     77            -0.8%
Other Non-GAFO - Misc.                                303             4.9%
- --------------------------------------------------------------------------------
SUBTOTAL                                            $ 208             3.3%
- --------------------------------------------------------------------------------
TOTAL NON-GAFO                                      $ 246             2.2%
- --------------------------------------------------------------------------------
OTHER CATEGORIES-MISCELLANEOUS                      $ 142             7.4%
- --------------------------------------------------------------------------------
Memo: GAFO & Food Service Total                     $ 273            -0.1%
- --------------------------------------------------------------------------------
GRAND TOTAL                                         $ 261             0.5%
- --------------------------------------------------------------------------------
<PAGE>                                                       

                                                 National Retail Market Overview
================================================================================

================================================================================
*    Sales per square foot derived as total non-anchor mall sales divided
     by total occupied square footage.
================================================================================
     Source: ICSC - Research Quarterly
================================================================================

Non-Store Retailing
      In 1995, non-store retailing accounted for $69.7 billion, or 3.92 percent
of total non-automotive retail sales. Of this total, $49.7 billion was
attributed to mail/telephone order catalog retailers. The balance is comprised
of coin- operated vending machines, house-to-house canvassing, party plan (i.e.
Tupperware parties) telemarketing and other non-store venues such as home
shopping networks and electronic commerce.

================================================================================
                        Non-Store and Total Retail Sales
================================================================================
Year    Total Mail Order      Non-Store       Total Non-Auto Sales    % of Total
================================================================================
1985      $15,848 mil.        $28,275 mil.         $1,071,828            2.64%
- --------------------------------------------------------------------------------
1990      $26,577 mil.        $45,632 mil.         $1,457,006            3.13%
- --------------------------------------------------------------------------------
1995      $49,710 mil.        $69,667 mil.         $1,778,915            3.92%
================================================================================
Source: Department of Commerce                                      
================================================================================

      Mail order sales, currently at only 2.8 percent of total retail sales,
continue to grow. Estimates currently place on-line sales at $518.0 million or 1
percent of the mail order tally. Estimates place total on-line sales as high as
$6.6 billion by the year 2000. Since 1990, mail order sales have grown at an
annual rate of 9.9 percent which is double the average growth of non-automotive
retail sales and 1.7 times the average growth of GAFO store sales. One measure
of this growing trend is the November/December ratio of mail order to GAF store
sales. In 1990, the ratio was 5.4 percent. By 1992 it had grown to 6.9 percent
and by 1995 it was 7.6 percent.

Industry Trends
      According to the National Research Bureau, there were a total of 41,235
shopping centers in the United States at the end of 1995. During this year, 867
new centers opened, an 18.0 percent increase over the 735 that opened in 1994.
This followed a 10 percent increase in 1994. The greatest growth came in the
small center category (less than 100,000 square feet) where 551 centers were
constructed. In terms of GLA added, new construction in 1995 was up 2.2 percent
resulting in an addition of 106.2 million square feet of GLA from approximately
4.86 billion to 4.97 billion square feet. In other important trends, the
development of regional and super-regional malls hit a three year high in 1995
with the opening of eight centers, twice as many as in 1994. This boosted the
nation's total of regionals to 301 and super-regionals to 380. Power and
community center development in 1995 was up 17.9 percent in terms of the number
of centers opening. The following chart highlights trends over the period 1987
through 1995.
<PAGE>

                                                 National Retail Market Overview
================================================================================

<TABLE>
<CAPTION>
========================================================================================================================
                                               Census Data: 9-Year Trends
========================================================================================================================
                                               Total          Average      Average     % Change               % Increase
             No. of          Total             Sales          GLA per     Sales per    in Sales      New       in Total
  Year       Centers          GLA            (Billions)       Center       Sq. Ft.    per Sq. Ft.  Centers     Centers
========================================================================================================================
<S>          <C>         <C>                <C>               <C>          <C>           <C>        <C>         <C>  
  1987       30,641      3,722,957,095      $602,294,426      121,502      $161.78       2.41%      2,145       7.53%
- ------------------------------------------------------------------------------------------------------------------------
  1988       32,563      3,947,025,194      $641,096,793      121,212      $162.43       0.40%      1,922       6.27%
- ------------------------------------------------------------------------------------------------------------------------
  1989       34,683      4,213,931,734      $682,752,628      121,498      $162.02      -0.25%      2,120       6.51%
- ------------------------------------------------------------------------------------------------------------------------
  1990       36,515      4,390,371,537      $706,380,618      120,235      $160.89      -0.70%      1,832       5.28%
- ------------------------------------------------------------------------------------------------------------------------
  1991       37,975      4,563,791,215      $716,913,157      120,179      $157.09      -2.37%      1,460       4.00%
- ------------------------------------------------------------------------------------------------------------------------
  1992       38,966      4,678,527,428      $768,220,248      120,067      $164.20       4.53%        991       2.61%
- ------------------------------------------------------------------------------------------------------------------------
  1993       39,633      4,770,760,559      $806,645,004      120,373      $169.08       2.97%        667       1.71%
- ------------------------------------------------------------------------------------------------------------------------
  1994       40,368      4,860,920,056      $851,282,088      120,415      $175.13       3.58%        735       1.85%
- ------------------------------------------------------------------------------------------------------------------------
  1995       41,235      4,967,160,331      $893,814,776      120,460      $179.94       2.75%        867       2.15%
- ------------------------------------------------------------------------------------------------------------------------
Compound
 Annual
 Growth      +3.78%             +3.67%            +5.06%        -.11%       +1.34%        N/A         N/A        N/A
========================================================================================================================
Source: National Research Bureau Shopping Center Database and Statistical Model
========================================================================================================================
</TABLE>

      From the chart we see that both total GLA and total number of centers,
have increased at a compound annual rate of approximately 3.7 percent since
1987. New construction was up 2.2 percent in 1995, a slight increase over 1994
but still well below the peak year 1987 when new construction increased by 7.5
percent. California was by far the most active state with 139 new centers
opening, followed by North Carolina (64) and Florida (53).

      Among the 41,235 centers in 1995, the following breakdown by size can be
shown.

================================================================================
                U.S. Shopping center Inventory, YE December 1995
================================================================================
Size Range (SF)                Number of Centers          Square Feet (Millions)
                             ---------------------------------------------------
                             Amount        Percent       Amount          Percent
================================================================================
Under      100,000           26,001         63.1%        1,266.9          25.5%
- --------------------------------------------------------------------------------
100,001 -  200,000            9,974         24.2%        1,367.9          27.5%
- --------------------------------------------------------------------------------
200,001 -  400,000            3,345          8.1%          886.2          17.8%
- --------------------------------------------------------------------------------
400,001 -  800,000            1,234          3.0%          668.7          13.5%
- --------------------------------------------------------------------------------
800,001 -1,000,000              301           .7%          271.0           5.5%
- --------------------------------------------------------------------------------
Over     1,000,000              380           .9%          486.4           9.8%
- --------------------------------------------------------------------------------
Total                        41,235        100.0%        4,967.2         100.0%
================================================================================
Source:   National Research Bureau (some numbers slightly rounded).
================================================================================

      Empirical data shows that the average GLA per capita is increasing. In
1995, the average for the nation was 18.9. This was up 17 percent from 16.1 in
1988 and more recently, 18.7 square feet per capita in 1994. Among states,
Arizona surpassed Florida and now has the highest GLA per capita with 28.1
square feet. South Dakota has the lowest at 9.08 square feet. Per capita GLA for
regional malls (defined as all centers in excess of 400,000 square feet) has
also been rising from 5.0 in 1988 to 5.5 in 1995. This information is presented
on the following chart.
<PAGE>

                                                 National Retail Market Overview
================================================================================

================================================================================
                                 GLA per Capita
================================================================================
            Year                  All Centers      Regional Malls
================================================================================
            1988                            16.1                5.0
- --------------------------------------------------------------------------------
            1989                            17.0                5.2
- --------------------------------------------------------------------------------
            1990                            17.7                5.3
- --------------------------------------------------------------------------------
            1991                            18.1                5.3
- --------------------------------------------------------------------------------
            1992                            18.3                5.5
- --------------------------------------------------------------------------------
            1993                            18.5                5.5
- --------------------------------------------------------------------------------
            1994                            18.7                5.4
- --------------------------------------------------------------------------------
            1995                            18.9                5.5
================================================================================
      Source: International Council of Shopping Center. The Scope of The
              Shopping Center Industry and National Research Bureau
================================================================================

      While per capita GLA has continued to increase, a key issue is that the
rate of increase has slowed. Per capita space has increased by only one square
foot during the period 1990 through 1995. This trend is manifested in the pace
of inventory increases from 165 million square feet per year between 1972 and
1980, to 143 million square feet per year (1980-1990), and 115 million square
feet per year (1990-1995).

      Construction data also indicates that while the overall pace of shopping
center openings has eased, the pace of large store (50,000 to 200,000 square
feet) construction has more than doubled. During the more recent five year
period, big boxes have accounted for 41 percent of inventory additions.

================================================================================
                           Trends In Inventory Growth*
                                    1972-1995
================================================================================
                                             1972-1980    1980-1990   1990-1995
================================================================================
Shopping Center Space Added                         164          143        115
- --------------------------------------------------------------------------------
Free-Standing Stores                                 36           34         79
(50,000 - 200,000 SF)
- --------------------------------------------------------------------------------
Total                                               200          177        194
- --------------------------------------------------------------------------------
Big Box Allocation of Inventory Growth               18%          19%        41%
================================================================================
*     Average Annual Increase (Million Square Feet)
================================================================================
Source: NRB and F.W. Dodge
================================================================================

      In their publication, NRB/Shopping Centers Today 1995 Shopping Center
Census, the National Research Bureau reports that overall retail conditions
continued to improve in 1995. Total shopping center sales increased 5.0 percent
to $893.8 billion in 1995, up from $851.3 billion in 1994. Shopping center sales
have also increased from $123 billion in 1972, a 9 percent compound annual rate
of growth.
                                        
      Total retail sales per square foot have shown positive increases over the
past several years, rising by 26.5 percent from approximately $161 per square
foot in 1990, to $180 per square foot in 1995. It is noted that the increase in
productivity has exceeded the increase in inventory which bodes well for the
industry in general. This data is summarized on the following table.
                                        
<PAGE>
                                        
                                                 National Retail Market Overview
================================================================================
                                        
<TABLE>
<CAPTION>
====================================================================================================================
                                             Shopping Center Statistics
                                                      1990-1995
====================================================================================================================
                                                                                                    %       Compound
                                                                                                  Change     Annual
                                      1990      1991      1992      1993      1994      1995      1990-95    Growth
====================================================================================================================
<S>                                  <C>       <C>       <C>       <C>       <C>       <C>         <C>         <C>
Retail Sales in Shopping Centers *   $706.40   $716.90   $768.20   $806.60   $851.30   $893.81     36.5%      4.8%
- --------------------------------------------------------------------------------------------------------------------
Total Leasable Area **                  4.39      4.56      4.68      4.77      4.86      4.97     13.2%      2.5%
- --------------------------------------------------------------------------------------------------------------------
Unit Rate                            $160.89   $157.09   $164.20   $169.08   $175.13   $179.94    1 1.8%      2.3%
====================================================================================================================
*     Billions of Dollars

**    Billions of Square Feet
====================================================================================================================
Source: National Research Bureau
====================================================================================================================
</TABLE>

      According to the National Research Bureau, total sales in shopping centers
have grown at a compound rate of 5.06 percent since 1987. With sales growth
outpacing new construction, average sales per square foot have been showing
positive increases since the last recession. Aggregate sales were up 5.5 percent
nationwide from $851.3 billion (1994) to $893.8 billion (1995). In 1995, average
sales were $179.94 per square foot, up nearly 2.7 percent over 1994 and 1.34
percent (compound growth) over the past several years. The biggest gain came in
the super-regional category (more than 1.0 million square feet) where sales were
up 4.10 percent to $201.05 per square foot.

      The following chart tracks the change in average sales per square foot by
size category between 1993 and 1995.

================================================================================
                          Sales Trends by Size Category
                                    1993-1995
================================================================================
                             Average Sales Per Square Foot        % Change
                             ---------------------------------------------------
Category                      1993        1994       1995     1994-95   1993-95*
================================================================================
Less than    100,000 SF      $193.10     $199.70    $204.94     +2.6%     +3.0%
- --------------------------------------------------------------------------------
100,001 to   200,000 SF      $156.18     $161.52    $166.00     +2.8%     +3.1%
- --------------------------------------------------------------------------------
200,001 to   400,000 SF      $147.57     $151.27    $153.96     +1.8%     +2.1%
- --------------------------------------------------------------------------------
400,001 to   800,000 SF      $157.04     $163.43    $168.21     +2.9%     +3.5%
- --------------------------------------------------------------------------------
800,001 to 1,000,000 SF      $194.06     $203.20    $210.40     +3.5%     +4.1%
- --------------------------------------------------------------------------------
More than  1,000,000 SF      $183.90     $193.13    $201.05     +4.1%     +4.6%
- --------------------------------------------------------------------------------
Total                        $169.08     $175.13    $179.94    +2.75%     +3.2%
================================================================================
*     Compound Annual Change
================================================================================
Source: National Research Bureau
================================================================================

      Consumers demand for value and selection have led to an unprecedented
growth of the category killer, superstore and warehouse club concepts. In its
annual industry report, Discount Store News has identified the nation's top 200
merchants. Overall, these merchants posted sales of $313.9 billion, up 8.1
percent over 1994. The chart below highlights the year-to-year performance along
with 1996 projections.
<PAGE>

                                                 National Retail Market Overview
================================================================================

================================================================================
                        Sales by Segment (in billions $)
================================================================================
                                  1994        1995       % Change   1996 (Proj.)
================================================================================
Full-Line Discount Stores(1)     $138.3      $151.1         9.2%       $157.3
- --------------------------------------------------------------------------------
Specialty Discounters(2)           55.6        68.1        22.5%         77.3
- --------------------------------------------------------------------------------
Warehouse Clubs                    39.0        41.1         5.4%         42.3
- --------------------------------------------------------------------------------
Other Discount Mass                33.3        31.4         1.9          15.5
Merchants(3)
- --------------------------------------------------------------------------------
Off-Price Apparel Chains           17.0        15.4        (9.4)                
- --------------------------------------------------------------------------------
Jewelry/Hard Lines Retailers        7.2         6.9        (4.2)          6.8
- --------------------------------------------------------------------------------
Total Market                     $290.4      $313.9         8.1%       $332.2
================================================================================
1     Includes full-line discount department stores, supercenters, closeouters
      and single-price retailers.

2     Includes home, automotive, crafts, toys, office supplies, book, computer
      superstores, baby superstores, pet supplies, consumer electronics and
      sporting goods specialty stores.

3     Includes Sears, Ward, QVC, HSN and variety stores.
================================================================================
Source: DSN Research
================================================================================

      As can be seen, the largest segment is comprised of full line discount
stores which was up 9.2 percent to $151.1 billion. However, the fastest growing
segment of specialty discounters were up a healthy 22.5 percent which was
partially due to the inclusion of the $2.2 billion book superstore and $501
million baby superstore categories.

      The Urban Land Institute, in the 1995 edition of Dollars and Cents of
Shopping Centers, reports that vacancy rates range from a low of 2.0 percent in
neighborhood centers to 14.0 percent for regional malls. Super-regional malls
reported a vacancy rate of 7.0 percent and community centers were 4.0 percent
based upon their latest survey.

      The retail industry's importance to the national economy can also be seen
in the level of direct employment. According to F.W. Dodge, the construction
information division of McGraw-Hill, new projects in 1994 generated $2.6 billion
in construction contract awards and supported 41,600 jobs in construction trade
and related industries. This is nearly half of the construction employment level
of 95,360 for new shopping center development in 1990. It is estimated that
10.18 million people are now employed in shopping centers, equal to about one of
every nine non-farm workers in the country.

Market Shifts - Contemporary Trends in the Retail Industry
      The mid 1990s have continued the trend of profound changes in the retail
industry. Department stores have emerged from the troubles of late 1980s and
early 1990s to be stronger than ever. Continued consolidations in this industry
segment should continue. Specialty retailers continue to experience a shakeout
of weaker, out of favor formats while discounters gain market share. Power
centers, the growth vehicle of the last several years have reached a point of
saturation that has undermined investor's interest in this product. Outlet
centers are still struggling, however, the super-regional mega-center appears
poised to be the hot concept for the next few years.
<PAGE>

                                                 National Retail Market Overview
================================================================================

      Some of the important developments in the industry over the past year can
be summarized as follows:

      o     The 1996 Christmas selling season ended on a down note with sales
            finishing below most analysts expectations. For most consumer
            electronics and computer retailers, the season was horrible with
            December sales down 4.8 percent on average. Best Buy, last year's
            rising star, was off 13.0 percent. Apparel sales rose 3.3 percent
            led in part by Ann Taylor up 8.8 percent following last year's 2.9
            percent decline. Department stores registered an average increase of
            3.9 percent while discounters had a 4.7 percent rise on average. A
            summary of some year over year comparable store sales results is
            shown below.

            ====================================================================
                                                Comparable Store Sales
                                            (%) Change Over Last 12 Months
            ====================================================================
                  Discounters
                       Wal-Mart                         4.5
                       Kmart                            2.3
                       Dayton Hudson                    2.4
            --------------------------------------------------------------------
                  Department Stores
                       Sears                            6.1
                       Federated                        2.8
                       JC Penney                        2.9
                       Dillards                         2.0
            --------------------------------------------------------------------
                  Apparel
                       Limited                          2.0
                       The Gap                          5.0
                       TJX                              7.0
            --------------------------------------------------------------------
                  Miscellaneous
                       Best Buy                         -4.0
                       Tandy                              .4
                       Woolworth                       - 2.0
                       Pier 1                           12.0
            ====================================================================
                  Source: Wall Street Journal
            ====================================================================
<PAGE>

                                                 National Retail Market Overview
================================================================================

o     Consolidation in the department store industry segment continued, albeit
      at a slower pace than seen over the last few years.

      o     Strawbridge & Clothier - 128 year old Philadelphia based institution
            sold 13 unit department store division to May Company. Its 27 unit
            discount Clover division went to Kimco which is putting Kohl's in
            several of the units, their initial foray into the East.

      o     Profits - Acquired 38 unit Parisian chain for $221 million. Company
            now controls 141 stores in 19 states. They have also announced an
            agreement to acquire G.R. Herberger's, a 40-unit department store
            chain based in St. Cloud, Minnesota for $153 million.

      o     Rich's - 26 unit New England based regional chain closes.

      o     Federated - Continues its conversion of Broadway stores in
            California to Macy's and Bloomingdales.

      o     Discounters are being attacked from two sides. Big Box category
            killers have rapidly expanded on one side. Alternatively, full
            service department stores have become more promotional, closing the
            price advantage gap discounters have traditionally enjoyed. For
            example, Bradlees and Caldor remain in bankruptcy and Ames continues
            to struggle looking for the right strategy to compete against Wal-
            Mart, Kmart, Target and now Kohl's.

o     Troubles continues for several specialty retailers as the protracted
      shake- out continued with several Chapter 11 filings, downsizings, and
      some cases, outright liquidations. Among the more notable:

      o     McCrory Corp. - Seeking court approval to close 307 of its 461
            remaining stores and liquidate. At one time it ran 820 stores in
            1992 when it filed for protection.

      o     Limited - Will close 200 of its 4,500 units during 1997.

      o     Handy Andy - Regional home improvement chain closed remaining 54
            stores.

      o     Herman's - Liquidated all of its sporting goods stores in the
            northeast.

      o     Today's Man - 35 unit apparel super store chain filed Chapter 11.

      o     Barney's - High profile New York based upscale retailer filed
            Chapter 11.

      o     Merry-Go-Round - Liquidated and closed its remaining 560 units
            including Chess King, Dejaiz and Cignal units.

      o     Jamesway - Regional discount department store chain in the northeast
            liquidated.

      o     Incredible Universe - After aggressive foray into this mega store
            format (185,000+/- square feet), Tandy closes division down. Tandy
            will also close the remaining 53 units of its struggling McDuff
            Electronics chain and 19 of its 108 Computer City units.
<PAGE>

                                                 National Retail Market Overview
================================================================================

      o     Ernst Home Centers - Board approved liquidation of 53-unit chain.

      o     Kids Mart - 144-unit children's apparel chain rumored to be close to
            filing Chapter 11.

      o     Sun Television and Appliance - Considering closing 9 of its 50
            stores citing losses.

      o     Best - Closes 81 of its 169 catalog showrooms and agrees to sell
            remaining units to Shottenstein Corp.

      o     Rickel Home Centers - 86 unit home improvement chain filed Chapter
            11.

      o     House of Fabrics - Filed Chapter 11 and closes 86 of its 361 units.

      o     Discovery Zone - Fast expanding children's entertainment and
            recreation oriented concept filed Chapter 11.

      o     Ben Franklin - Arts and crafts retailer filed Chapter 11.

      o     Kuppenheimer - Apparel retailer files Chapter 11 and plans to close
            half of its 87 units.

      o     County Seat - 740-unit apparel retailer has filed Chapter 11 and
            will close 200 units. The Wet Seal has made a proposal to acquire
            508 of the stores.

      o     All For A Dollar - 111-unit close-out chain has filed Chapter 11.

o     Mergers and consolidations among specialty retailers, drug, supermarket
      and apparel categories continue.

      o     Staples merging with Office Depot in a $3.4 billion deal making it
            by far the largest in the office superstore category.

      o     Toys R Us acquired Baby Superstore in $407 million deal.

      o     Melville sold Kay Bee Toys to Consolidated Stores adding to its Toy
            Liquidators, Toys Unlimited and Amazing Toys close-out units for
            $315 million. Melville has officially changed its name to CVS Corp.

      o     Safeway to acquire Von's in a $1.65 billion deal, creating an
            operation with 1,400 stores, 139,000 employees and $22.0 billion in
            revenues. They will still trail the industry leader, Kroger, in
            size.

      o     JC Penney, parent of Thrift Drug, announced they will acquire Fay's
            Inc., operator of 272 units, making Thrift the nation's eighth
            largest chain. Penney's acquisition of Eckerd Drug has been cleared
            by the FTC.

      o     Sears & Roebuck acquired the 61 unit Orchard Supply Hardware chain
            for $415 million.

      o     Waban, Inc. - to spin off BJ's Wholesale Club and change its name to
            its other wholesale club division, HomeBase.

      o     Food Lion - announced its pending acquisition of Kash N Karry in a
            $341.0 million deal.
<PAGE>

                                                 National Retail Market Overview
================================================================================

      o     PetsMart - Announced plans to acquire Pet City Holdings, the largest
            pet superstore chain in the UK.

      o     TJX Companies - announced intent to sell its Chadwick's of Boston
            catalog to Brylane LP.

      o     Revco - completed its tender offer for Big B drug store chain.

      o     Quality Food Centers - Bellevue, WA based supermarket chain to
            acquire 56-unit Hughes Family Markets for $360 million.

o     REITs ended the year with generally good gains over the thrashing many of
      their stock prices took earlier in the year. Through October, the average
      mall REIT was up 23.4 percent, while shopping center REITs were up 16.2
      percent. Outlet center REITs were the notable laggards with a .2 percent
      loss. The most significant deal in 1996 involved Simon Property Group's
      $1.5 billion acquisition of The DeBartolo Realty Corp. The combined
      company has a market capitalization of $7.5 billion and a portfolio of 111
      regional malls, 66 strip centers, and several specialty centers.

o     Power center growth has arguably fueled the industry's expansion over the
      past few years. With investors having become more pessimistic due to
      overbuilding and cannibalization of sales, a new growth vehicle is
      emerging, the supercenter. This concept combines the elements of a
      neighborhood center, discounter, supermarket, and drug store into one unit
      of 150,000 to 200,000 square feet. At the end of 1995 there were 500+/-
      supercenters. A recent ICSC Survey expects the market to reach buildout in
      2003 with 1,800 stores. Leading chains include Wal-Mart, Kmart, Target and
      Meyer.

o     Despite trends towards consolidation and downsizing, retailers say they
      will continue aggressive expansions over the next four years. These
      results were tabulated from Shopping Center World's 16th Annual Retailer's
      Expansion Plans Survey. Retailers say they will open 28,000 stores between
      1997 and the end of 2000. Among the 148 responding retailers, 83 percent
      planned their expansions in shopping centers led by regional malls.

      o     Regional Malls                72%
      o     Power Centers                 50%
      o     Neighborhood Centers          46%
      o     Community Centers             34%
      o     Outlet Centers                20%
      o     Off-Price Centers             17%

      37 percent cited the southeastern part of the country as the hottest
      growth area.
<PAGE>

                                                 National Retail Market Overview
================================================================================

o     As of January 1, 1995 there were 311 outlet centers with 44.4 million
      square feet of space. Outlet GLA has grown at a compound annual rate of
      18.1 percent since 1989. The five outlet center REITs operated 132 centers
      as of mid-year 1996. By the year 2000 they expect to operate nearly 175
      units. Overall occupancy in 1995 (1996 not available at this writing)
      slipped to 93.3 percent from 95.5 percent in 1994. Concerns of
      over-building, tenant bankruptcies, and consolidations have now negatively
      impacted this industry as evidenced by the hit the outlet REIT stocks have
      taken. Outlet tenants have not been immune to the global troubles
      impacting retail sales as comparable store sales were down .2 percent to
      $212 per square foot for the four quarters ended September 30,1996.

o     Category Killers and discount retailers have continued to drive the demand
      for additional space. In 1995, new contracts were awarded for the
      construction or renovation of 260 million square feet of stores and
      shopping centers, up from 173 million square feet in 1991 according to
      F.W. Dodge, matching the highest levels over the past two decades. It is
      estimated that between 1992 and 1994, approximately 55.0 percent of new
      retail square footage was built by big box retailers. In 1994, it is
      estimated that they accounted for 80.0 percent of all new stores. Most
      experts agree that the country is over-stored. Ultimately, it will lead to
      higher vacancy rates and place severe pressure on aging, capital intensive
      centers. Many analysts predict that consolidation will occur soon in other
      superstores categories such as in the office products segment where Office
      Depot and Staples have announced a merger.

o     Entertainment is clearly the new operational requisite for property owners
      and developers who are incorporating some form of entertainment into their
      designs. With a myriad of concepts available, ranging from mini-amusement
      parks to multiplex theater and restaurant themes, to interactive high-tech
      applications, choosing the right formula is a difficult task. Many of the
      nation's largest media and entertainment companies are getting into the
      retail business in some fashion. AMC Entertainment has formed a separate
      subsidiary, Centertainment, Inc., to work with developers to create
      entertainment based retail projects.

o     Super-regional value-oriented mega malls such as The Mills concept are
      expected to be one area of growth over the next several years. This hybrid
      concept incorporates the diverse mix of super-regional malls with the
      value-oriented aspects of factory outlets, category killers, off-price
      merchants and retailer clearance outlets under one roof. In addition, they
      add an entertainment component that is designed to extend the stay of the
      patron from approximately one to one and one-half hours in a traditional
      mall format to three to five hours. These malls are at least 1.0 million
      square feet although the Mills design averages 1.5 million square feet.
      They can contain between 7 and 20 anchors and have trade areas stretching
      upwards to 100 miles.
<PAGE>

                                                 National Retail Market Overview
================================================================================

Investment Criteria and Institutional Investment Performance

      Investment criteria for mall properties range widely. Many firms and
organizations survey individuals active in this industry segment in order to
gauge their current investment criteria. These criteria can be measured against
traditional units of comparison such as price (or value) per square foot of GLA
and overall capitalization rates.

      The price that an investor is willing to pay represents the current or
present value of all the benefits of ownership. Of fundamental importance is
their expectation of increases in cash flow and the appreciation of the
investment. Investors have shown a shift in preference to initial return,
placing probably less emphasis on the discounted cash flow analysis (DCF). A DCF
is defined as a set of procedures in which the quantity, variability, timing,
and duration of periodic income, as well as the quantity and timing of
reversions, are specified and discounted to a present value at a specified yield
rate. Understandably, market thinking has evolved after a few hard years of
reality where optimistic cash flow projections did not materialize. The DCF is
still, in our opinion, a valid valuation technique that when properly supported,
can present a realistic forecast of a property's performance and its current
value in the marketplace.

      Equitable Real Estate Investment Management, Inc. reports in their
Emerging Trends in Real Estate - 1997 that their respondents give retail
investments generally poor performance forecasts in their latest survey due to
the protracted merchant shakeout which will continue into 1997 and the general
overbuilding which has had a fundamental change on the industry. While dominant,
Class A malls are still considered to be one of the best real estate investments
anywhere, only 20 percent of the respondents recommended buying malls.

      Among the nine real estate categories tracked by Emerging Trends, each had
estimated 1996 and forecasted 1997 value gains except for regional malls and
power centers. Community centers showed a very modest (less than 1 percent)
increase. One of the most daunting tasks facing owners is the competition for
good tenants and the huge capital outlays needed to keep the properties
functional and up-to-date. Emerging Trends views REITs as being buyers but the
capital needs of many of these centers will likely hit FFO hard over the next
twelve to eighteen months. New REIT IPOs will be limited but consolidations and
follow-up offerings will increase as REIT companies seek to grow capitalizations
for greater operating efficiencies.

      Power centers were hit particularly hard in the latest survey. By some
estimates this industry niche now accounts for 25 percent of all retail sales
and not only have they hurt regional malls but their overbuilding has
cannibalized each other. Power centers are now shown to be one of the riskiest
investment classes with only 4 percent of the respondents saying its a good time
to buy. For 1997, the interviewees see community and strip centers as offering
the best investment opportunity in the retail sector.
<PAGE>

                                                 National Retail Market Overview
================================================================================

      The following chart summarizes the results of their current survey.

================================================================================
                     Retail Property Rankings and Forecasts
================================================================================
Property Type       Investment Potential                  Predicted Value Gains
                    --------------------       1996       ---------------------
                   Rating(1)  Ranking (2)  Rent Change   l Yr.   5 Yrs.  l0 Yrs.
================================================================================
Regional Malls        4.9     8th            -0.1%      -1.7%    12.7%    26.6%
- --------------------------------------------------------------------------------
Power Centers         4.1     9th             0.1%      -2.3%     9.1%    19.7%
- --------------------------------------------------------------------------------
Community Centers     5.3     6th (tie)       1.6%       0.3%    12.5%    26.1%
================================================================================
1     Scale of 1 to 10
2     Based on 9 property types

Source:   Emerging Trends in Real Estate - 1997
================================================================================

      The NCREIF Property Index represents data collected from the Voting
Members of the National Council of Real Estate Investment Fiduciaries. As shown
in the following table, data through the fourth quarter of 1996 shows that the
retail index posted a positive 5.08 percent increase in total return for the
year. Increased competition in the retail sector from new and expanding formats
and changing locational references has caused the retail index to trail all
other property types. In fact, this was the fifth consecutive quarter in which
retail properties posted the lowest return among the five NCREIF property types.
Overall, It appears also that value write-downs have continued. The -1.73
percent in negative appreciation for the retail subindex marked the continuation
of this trend. Continuing concerns about overbuilding competition and capital
requirements are cited as the primary factors for the pessimistic performance.

================================================================================
                             Retail Property Returns
                                  NCREIF Index
                             Fourth Quarter 1996 (%)
================================================================================
Period                  Income     Appreciation      Total        Change in CPI*
================================================================================
4th Qtr. 1996            2.09          -1.73          .36              .51
- --------------------------------------------------------------------------------
One Year                 8.46          -3.18         5.08             3.32
- --------------------------------------------------------------------------------
Three Years              8.26          -2.82         5.27             2.85
- --------------------------------------------------------------------------------
Five Years               7.88          -3.94         3.71             2.84
- --------------------------------------------------------------------------------
Ten Years                7.26          -1.49         5.69             3.68
================================================================================
*     Annualized year ending 12/31
================================================================================
Source:   Real Estate Performance Report
          National Council of Real Estate Investment Fiduciaries
================================================================================

      Retail's total return of 5.08 percent for 1996 was substantially behind
the other investment categories including Apartment (11.10%), Office (12.74%),
R&D (17.64%), and Warehouse (12.69%). Among the different retail categories,
neighborhood centers posted the best total performance, while regional malls
were laggards.
<PAGE>

                                                 National Retail Market Overview
================================================================================

================================================================================
                         Retail Segment Performance
================================================================================
        Category                  Income        Appreciation       Total
================================================================================
      Neighborhood                 8.85%          - .63%           8.17%
- --------------------------------------------------------------------------------
      Community                    9.03%          -2.10%           6.79%
- --------------------------------------------------------------------------------
      Regional Malls               7.74%          -3.98%           3.53%
- --------------------------------------------------------------------------------
      Super Regional Malls         8.04%          -3.29%           4.55%
================================================================================

      From the above, it is clear that value declines were still in evidence
during 1996.

      Private investor underwriting has become more conservative with respect to
vacancy allowances, growth rates (rent, sales) and occupancy cost tolerance
levels. The reduced spread between cash returns and internal rate of returns is
evidence that buyers seek a higher proportion of their expected return from
income rather than from appreciation.

      The Cushman & Wakefield Investor Survey also confirms trends that
capitalization rates for most retail categories have risen. Regional malls have
been the most affected. This is partly due to the fact that over 75 malls are
currently available for sale.

Real Estate Investment Trust Market (REITs)

      To date, the impact of REITs on the retail investment market has been
significant, although the majority of Initial Property Offerings (IPOs)
involving regional malls, shopping centers, and outlet centers did not enter the
market until the latter part of 1993 and early 1994. It is noted that REITs have
dominated the investment market for apartment properties and have evolved into a
major role for retail properties as well.

      Currently, there are in excess of 300 REITs in the United States, more
than three-quarters of which are publicly traded. The advantages provided by
REITs, in comparison to more traditional real estate investment opportunities,
include the diversification of property types and location, increased liquidity
due to shares being traded on major exchanges, and the exemption from corporate
taxes when 95.0 percent of taxable income is distributed.

      There are essentially three kinds of REITs which can either be
"open-ended", or Finite-life (FREITs) which have specified liquidation dates,
typically ranging from eight to fifteen years.

      o     Equity REITs center around the ownership of properties where
            ownership interests (shareholders)receive the benefit of returns
            from the operating income as well as the anticipated appreciation of
            property value. Equity REITs typically provide lower yields than
            other types of REITs, although this lower yield is theoretically
            offset by property appreciation.

      o     Mortgage REITs invest in real estate through loans. The return to
            shareholders is related to the interest rate for mortgages placed by
            the REIT.

      o     Hybrid REITs combine the investment strategies of both the equity
            and mortgage REITs in order to diversify risk.
<PAGE>

                                                 National Retail Market Overview
================================================================================

      The influx of capital into REITs has provided property owners with an
significant alternative marketplace of investment capital and resulted in a
considerably more liquid market for real estate. A number of "non-traditional"
REIT buyers, such as utility funds and equity/income funds, established a major
presence in the market during 1993/94.

      1995 was not viewed as a great year for REITs relative to the advances
seen in the broader market. Through the end of December, equity REITs posted
nearly a 10 percent total return according to the National Association of Real
Estate Investment Trusts (NAREIT). The best performer among equity REITs was the
office sector with a 38.8 percent total return. This was followed by
self-storage (34.9%), hotels (30.8%), triple-net lease (31.6%), and
industrial/self-storage (27.9%). One equity REIT sector was in the red - outlet
centers (-2.80%).

Retail REITs

      As of December 31,1996, there were a total of 43 REITs specializing in
retail, making up sizable percentage of the securities in the REIT market.
Forty-two of these 43 REIT companies are Equity REITs. Depending upon the
property type in which they specialize, retail REITs are divided into three
categories: shopping centers, regional malls, and outlet centers. The REIT
performance indices chart, shown as Table A, displays a summary performance of
the three composite categories.

================================================================================
                       Table A - Retail REIT Performance
                             As of December 31,1996
================================================================================
                     Y-T-D Total      Dividend   No. of REIT         Market
                       Return          Yield     Securities      Capitalization*
================================================================================
ALL REITs              39.96%          6.59%         43            $20,190.7
                                                                            
Strip centers          32.88%          6.50%         26            $11,145.8
Regional Malls         44.63%          6.60%         10             $7,349.0
Outlet Centers          3.78%          9.22%          6             $1,300.2
- --------------------------------------------------------------------------------
*     Number reported in thousands.
      Source: Realty Stock Review
================================================================================

      As can be seen, the 43 REIT securities have a market capitalization of
approximately $20.2 billion. Total returns of nearly 40.0 percent were well
ahead of the stock market as a whole and also exceeded the 35.8 percent return
for all REITs. Regional malls did exceptionally well with nearly a 45 percent
return followed by strip centers. Outlet centers, which were posting negative
returns through the third quarter, recovered to show a 3.8 percent return for
the year. Accordingly, dividend yields for this group are 9.22 percent, some 266
basis points above the composite average return.

      While many of the country's best quality malls and shopping centers have
recently been offered in the public market, this heavily capitalized marketplace
has provided sellers with an attractive alternative to the more traditional
market for large retail properties.
<PAGE>

                                                 National Retail Market Overview
================================================================================

Regional Mall REITs

      The accompanying exhibit Table B summarizes the basic characteristics of
nine REITs and one publicly traded real estate operating company (Rouse Company)
comprised exclusively or predominantly of regional mall properties. Excluding
the Rouse Company (ROUS), the IPOs have all been completed since November 1992.
The nine public offerings with available information have a total of 281
regional or super regional malls with a combined leasable area of approximately
229 million square feet. This figure represents more than 14.0 percent of the
total national supply of this product type.

      The ten companies are among the largest and best capitalized domestic real
estate equity securities, and are considerably more liquid than more traditional
real estate related investments. Through October 31, 1996, the regional mall
segment has outperformed its shopping and outlet center counterparts with 23.43
percent total return.

<TABLE>
<CAPTION>
====================================================================================================================================
Table B - REGIONAL MALL REIT ANALYSIS
Cushman & Wakefield, Inc.
====================================================================================================================================
REIT PORTFOLIO                                                                                                                  
                                           CBL            CWN            GGP            JPR            MAC            MLS       
                                         CBL &          Crown        General      JP Realty   The Macerich      The Mills       
                                        Assoc.       American         Growth           Inc.        Company          Corp.       
====================================================================================================================================
<S>                                   <C>            <C>            <C>            <C>            <C>            <C>            
- -----------------------
Company Overview
- -----------------------
No of Retail Centers                       105             25             67            n/a             20             18       
No. of Regional Malls                       16             25             66             10             17              4       
Mall as % of Portfolio                      71%            99%            98%            71%            97%            82%      
Avg. Total GLA/Center*                     655            545            699            493            735          1,500       
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------
Mall Operations
- -----------------------
Reporting Year                            1995           1995           1995           1995           1995           1995       
Avg. sales PSF of Mall shop GLA       $    232       $    206       $    235       $    208       $    290       $    297       
Avg. Rent on Recent Leases            $  17.41       $  17.96       $  21.80       $  21.45       $  23.00       $  25.00       
Minimum Rent/Sales Ratio                   7.5%           8.7%           9.3%          10.3%           7.9%            84%      
Total Occupancy Cost/Sales Ratio          12.3%          11.1%          12.1%          10.2%          11.3%          11.6%      
Mall Shop Occupancy Level                 88.2%          82.0%          86.2%          86.5%          92.2%          90.0%      
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------
Share Prices
- -----------------------
IPO Date                              10/27/93         8/9/93         4/8/93            n/a         3/9/94           4/94       
IPO Price                             $  19.50       $  17.15       $  22.00            n/a       $  19.00       $  23.50       
Current Price (11/29/96)              $  24.50       $   7.63       $  27.75       $  19.50       $  23.25       $  20.75       
52 - Week High                        $  25.00       $   8.75       $  28.38       $  19.75       $  24.00       $  22.50       
52 - Week Low                         $  19.50       $   6.63       $  18.50       $  15.13       $  19.00       $  16.50       
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------
Capitalization & Yields
- -----------------------
Market Capitalization**               $  1,266       $    842       $  2,744       $    661       $  1,328       $  1,481       
Annual Dividend                       $   1.68       $   0.80       $   1.72       $   1.92       $   1.76       $   1.89       
Dividend Yield (11/29/96)                 6.86%         10.48%          6.20%          9.85%          7.57%          9.11%      
FFO 1996***                           $   2.03       $   1.29       $   1.95       $   1.83       $   1.96       $   1.96       
FFO Yield (11/29/96)                      8.29%         16.91%          7.03%          9.38%          8.43%          9.45%      
====================================================================================================================================

==============================================================================================
REIT PORTFOLIO                                            SPG                           URB
                                           RSE          Simon            TCO          Urban
                                         Rouse       Property        Taubman       Shopping
                                       Company          Group        Centers        Centers
==============================================================================================
- -----------------------
Company Overview
- -----------------------
No of Retail Centers                        69            177             19             12
No. of Regional Malls                       38            113             19              8
Mall as % of Portfolio                      75%            77%           100%            95%
Avg. Total GLA/Center*                     873            759          1,102          1,040
- ----------------------------------------------------------------------------------------------
- -----------------------
Mall Operations
- -----------------------
Reporting Year                            1995           1995           1995           1995
Avg. sales PSF of Mall Shop GLA       $    289       $    276       $    352       $    344
Avg. Rent on Recent Leases            $  24.90         $21.92       $  41.27       $  34.64
Minimum Rent/Sales Ratio                   8.6%           7.9%          11.7%          10.1%
Total Occupancy Cost/Sales Ratio          12.2%          11.0%          15.1%          11.4%
Mall Shop Occupancy Level                 95.2%          86.4%          88.0%          92.6%
- ----------------------------------------------------------------------------------------------
- -----------------------
Share Prices
- -----------------------
IPO Date                                  1966       12/26/93       11/18/92        10/6/93
IPO Price                                  n/a       $  22.25       $  11.00       $  23.50
Current Price (11/29/96)              $  26.50       $  27.38       $  11.63       $  26.50
52 - Week High                        $  27.38       $  27.88       $  12.50       $  27.88
52 - Week Low                         $  18.25       $  21.13       $   9.25       $  20.13
- ----------------------------------------------------------------------------------------------
- -----------------------
Capitalization & Yields
- -----------------------
Market Capitalization**               $  3,936       $  5,900       $  3,127       $  1,072
Annual Dividend                       $   0.88       $   1.97       $   0.88       $   1.98
Dividend Yield (11/29/96)                 3.32%          7.20%          7.57%          7.47%
FFO 1996***                           $   2.42       $   2.34       $   0.98       $   2.41
FFO Yield (11/29/96)                      9.13%          8.55%          8.43%          9.09%
==============================================================================================
Source:   Salomon Bothers, Realty Stock Review; Annual Reports and Green Sheet Advisors, Inc.

*     Numbers in thousands (000) includes malls only.

**    Numbers in millions.

***   Funds From Operations is defined as net income (loss) before depreciation, amortization,
      other non-cash items, extraordinary items, gains or losses on sales of assets and before
      minority interests in the Operating Partnership.
==============================================================================================
</TABLE>
<PAGE>

                                                 National Retail Market Overview
================================================================================

Shopping Center REITs

Shopping center REITs comprise the largest sector of the retail REIT market
accounting for 26 out of the total 43 securities. General characteristics of
seven of the largest shopping center REITs are summarized on Table C. The public
equity market capitalization of the seven companies totaled $6.1 billion as of
October 31, 1996. The two largest, Kimco Realty Corp. and New Plan Realty Trust
have a market capitalization equal to approximately 34.4 percent of the group
total.

Year-to-date returns have been 16.19 percent for all shopping center REITs
including a 7.36 percent dividend yield.

<TABLE>
<CAPTION>
====================================================================================================================================
Table C - SHOPPING CENTER REIT ANALYSIS
Cushman & Wakefield, Inc.
====================================================================================================================================
REIT PORTFOLIO                        DDR          FRT        GRT            JPR            KIM         NPR        VNO          WRI
                                   Devel.      Federal   Glimcher             JP          Kimco    New Plan    Vornado   Weingarten
                              Diversified  Realty Inv.     Realty    Realty Inc.   Realty Corp.      Realty     Realty       Realty
====================================================================================================================================
<S>                                <C>          <C>        <C>             <C>           <C>         <C>         <C>         <C>   
- -----------------------
Company Overview
- -----------------------
Total Properties                      111           53         84             46            193         123         65          161
Total Retail Centers                  104           53         84             40            193         102         56          141
Total Retail GLA*                  23,600       11,200     12,300          6,895         26,001      14,500      9,501       13,293
Avg. Total GLA/Center*                227          211        146            172            135         142        170           94
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------
Mall Operations
- -----------------------
Reporting Year                          _            _       1994              _           1994           _          _         1994
Total Rental Income                     _            _   $ 71,101              _       $125,272           _          _     $112,233
Average Rent/Square Foot         $   6.04            _   $   5.78              _       $   4.82           _          _     $   8.44
Total Operating Expenses                _            _   $ 45,746              _       $ 80,563           _          _     $ 76,771
Operating Expenses/Square Foot          _            _   $   3.72              _           3.10           _          _     $   5.78
Operating Expense Ratio                 _            _       64.3%             _           64.3%          _          _         68.4%
Total Occupancy Level                96.6%        95.1%      96.3%          94.0%          94.7%       95.4%      94.0%        92.0%
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------
Share Prices
- -----------------------
IPO Date                             1992         1993       1994           1994           1991        1973       1993         1985
IPO Price                        $  19.50     $  17.25   $  14.75       $  22.00       $  19.00           _   $  22.25            _
Current Price (12/15/95)         $  29.88     $  23.38   $  17.75       $  20.63       $  42.25    $  21.63   $  36.13       $36.13
52 - Week High                      32.00        23.75   $  22.38       $  21.38       $  42.25    $  23.00     $38.13       $38.13
52 - Week Low                    $  26.13     $  19.75   $  16.63       $  17.38       $  35.00    $  18.75   $  32.75     $  32.75
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------
Capitalization & Yields
- -----------------------
Outstanding Shares**                18.96        32.22      24.48          19.72          22.43       53.26      24.20        26.53
Market Capitalization**          $    567     $    753        435       $    407       $    948    $  1,152   $    874     $    959
Annual Dividend                  $   2.40     $   1.64       1.92       $   1.68       $   2.16    $   1.39   $   2.24     $   2.40
Dividend Yield (12/15/95)            8.03%        7.01%     10.82%          8.14%          5.11%       6.43%      6.20%        6.64%
FFO 1995***                      $   2.65     $   1.78   $   2.25       $   1.83       $   3.15    $   1.44   $   2.67     $   2.80
FFO Yield (12/15/95)                 8.87%        7.61%     12.68%          8.87%          7.46%       6.66%      7.39%        7.75%
====================================================================================================================================
Source. Salmon Bothers and Realty Stock Review; Annual Reports

*    Numbers in thousands (000) includes retail properties only.

**   Numbers in millions.

***   Funds From Operations is defined as net income (loss) before depreciation, amortization, other non-cash items, extraordinary
      items, gains or losses on sales of assets and before minority interests in the Operating Partnership.
====================================================================================================================================
</TABLE>
<PAGE>

                                                 National Retail Market Overview
================================================================================

Outlook

      A review of various data sources reveals the intensity of the development
community's efforts to serve a U.S. retail market that is still growing,
shifting and evolving. It is estimated 25-30 power centers appear to be capable
of opening annually, generating more than 12 million square feet of new space
per year. That activity is fueled by the locational needs of key power center
tenants, 27 of which indicated in recent year-end reports to shareholders an
appetite for 900 new stores annually, an average of 30 new stores per firm.

      With a per capita GLA figure of 19 square feet, most analysts are in
agreement that the country is already over-stored. As such, new centers will
become feasible through the following demand generators:

      o     The gradual obsolescence of some existing retail locations and
            retail facilities;

      o     The evolution of the locational needs and format preferences of
            various anchor tenants; and

      o     Rising retail sales generated by increasing population and household
            levels.

      By the year 2000, total retail sales are projected to rise from $2.237
trillion in 1994 to almost $2.9 trillion; shopping center-inclined sales are
projected to rise by $361 billion, from $1.194 trillion in 1994 to nearly $1.6
trillion in the year 2000. Those increases reflect annual compound growth rates
of 4.1 percent and 4.5 percent, respectively, for the six-year period.

      On balance, we conclude that the outlook for the retail industry is one of
cautious optimism. Because of the importance of consumer spending to the
economy, the retail industry is one of the most studied and analyzed segments of
the economy. One obvious benefactor of the aggressive expansion and promotional
pricing which has characterized the industry is the consumer. There will
continue to be an increasing focus on choosing the right format and
merchandising mix to differentiate the product from the competition and meet the
needs of the consumer. Quite obviously, many of the nations' existing retail
developments will find it difficult if not impossible to compete. Tantamount to
the success of these older centers must be a proper merchandising or
repositioning strategy that adequately considers the feasibility of the capital
intensive needs of such an undertaking. Coincident with all of the change which
will continue to influence the industry is a general softening of investor
bullishness. This will lead to a realization that the collective interaction of
the fundamentals of risk and reward now require higher capitalization rates and
long term yield expectations in order to attract investment capital.
<PAGE>

[MILLS LOGO]

                             THE MILLS CORPORATION
                            RENT ROLL - ALL CHARGES

                                EFFECTIVE 3/1/97

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                    *v = Sq Ft has been verified LEASE TERMS
                              LEASABLE RENTABLE                                            
SPACE    TENANT               SQ FT       SQ FT V*     TERM         START        END       
===========================================================================================
<S>      <C>                   <C>         <C>         <C>           <C>        <C>        
43000B   SPIEGEL               60,115      60,115      Primary       7/30/92    7/29/2000  
                                                       1st Option    7/30/2000  7/29/2006  
                                                       2nd Option    7/30/2006  7/29/2012  
                                                       ----------------------------------  
                                                                                           
           ANCHORS                                                                         
                                                                                           
- -------------------------------------------------------------------------------------------
43000C   PHAR-MOR              75,592      75,592      Primary       5/24/89               
                                                                                           
                                                                                           
           ANCHORS                                                                         
                                                                                           
- -------------------------------------------------------------------------------------------
43000D   JC PENNEY            100,200     100,200      Primary       5/11/89    5/31/99    
                                                       1st Option    6/1/99     5/31/2004  
                                                       2nd Option    6/1/2004   5/31/2009  
                                                       3rd Option    6/1/2009   5/31/2014  
           ANCHORS                                     ----------------------------------  
                                                                                           
- -------------------------------------------------------------------------------------------
43000E   BURLINGTON COAT      128,950     128,950      Primary      11/1/93     10/31/2003 
         FACTORY                                       1st Option   11/1/2003   10/31/2008 
                                                       2nd Option   11/1/2008   10/31/2013 
                                                       3rd Option   11/1/2013   10/31/2016 
                                                       4th Option   11/1/2018    9/30/2023 
                                                       ----------------------------------  
                                                                                           
                                                                                           
                                                                                           
                                                                                           
                                                                                           
                                                                                           
           ANCHORS                                                                         
                                                                                           
- -------------------------------------------------------------------------------------------
43000F   MARSHALLS             70,701      70,701      Primary      11/16/90    1/31/2001  
                                                       1st Option   2/1/2001    1/31/2006  
                                                       2nd Option   2/1/2006    1/31/2011  
                                                       3rd Option   2/1/2011    1/31/2016  
                                                       ----------------------------------  
           ANCHORS                                                                         
                                                                                           
- -------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                 MINIMUM RENT                                        BREAKPOINTS                    
                                                                                   L/Y                         ANN         PSF      
SPACE    TENANT               TERM   START       /MO         /YEAR       PSF     RPT  MO   TERM    START       BKPT        BKPT     
====================================================================================================================================
<C>      <S>                  <C>   <C>  <C>   <C>         <C>           <C>      <C> <C>    <C>   <C>  <C>   <C>          <C>      
43000B   SPIEGEL              P     10/1/92    26,300.31   315,603.72    5.25     M   Jan    P     7/30/92    20,000,000   332.70   
                              P     7/30/94    30,057.50   360,690.00    6.00                P     7/30/92    35,000,000   582.22   
                              P     7/30/96    32,562.29   390,747.48    6.50                1     7/30/2002  25,000,000   415.87   
                              1     7/30/2002  35,319.48   435,833.76    7.25                1     7/30/2002  35,000,000   582.22   
                              2     7/30/2007  40,076.67   480,920.04    7.00                ---------------------------------------
           ANCHORS            -----------------------------------------------                                                       
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43000C   PHAR-MOR                                                                 N   Jan                                           
                                                                                                                                    
                                                                                                                                    
           ANCHORS                                                                                                                  
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43000D   JC PENNEY                  1/1/92     41,456.25   497,475.00    4.96     A   Jun    P     6/1/89     27,500,000   274.45   
                                    6/1/94     45,643.75   547,725.00    5.47                P     6/1/94     32,525,000   324.60   
                                    6/1/99     49,831.25   597,975.00    5.97                1     6/1/99     37,550,000   374.75   
                                    8/1/2004   54,018.75   848,225.00    6.47                2     6/1/2004   42,575,000   424.90   
           ANCHORS                  5/1/2009   58,206.25   698,415.00    6.97                3     6/1/2009   47,600,000   475.05   
                              ---------------------------------------- ------                ---------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
43000E   BURLINGTON COAT            10/31/93   24,677.37   296,128.44    2.30     A   Jan    *     1/1/93      5,769,863    44.74   
         FACTORY                    11/8/93    45,000.00   540,000.00    4.19                P     1/1/94     27,000,000   209.38   
                              P     12/1/93    45,000.00   540,000.00    4.19                P     1/1/98     27,227,290   211.15   
                              P     11/1/98    47,250.00   567,000.00    4.40                P     1/1/99     28,350,000   219.85   
                              1     11/1/2003  49,500.00   594,000.00    4.61                P     1/1/2003   28,575,820   221.60   
                              2     11/1/2006  51,750.00   621,000.00    4.82                *     1/1/2004   29,700,000   230.32   
                              3     11/1/2013  54,000.00   648,000.00    5.03                *     1/1/2008   29,925,820   232.07   
                              4     11/1/2016  56,250.00   675,000.00    5.23                *     1/1/2009   31,050,000   240.79   
                              ---------------------------------------- ------                *     1/1/2013   31,275,620   242.54   
                                                                                             *     1/1/2014   32,400,000   251.26   
                                                                                             *     1/1/2018   32,625,620   253.01   
                                                                                             *     1/1/2019   33,750,000   261.73   
           ANCHORS                                                                           *     1/1/2023   25,243,150   195.70   
                                                                                             ---------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
43000F   MARSHALLS                  1/1/92     37,412.61   448,951.32    6.35     A   Jan    p     1/1/91     22,000,000   311.17   
                                    12/1/95    40,358.46   464,301.86    6.85                                                       
                                    12/1/2000  43,304.36   519,652.32    7.35                                                       
                              1     12/1/2005  46,250.24   555,002.88    7.65                                                       
                              2     12/1/2010  49,196.11   590,353.32    8.35                                                       
           ANCHORS            ---------------------------------------- ------                                                       
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                                         CURRENT MO CHARGES RENT MEMO
                                                                                           ANN
SPACE    TENANT                %        C    F   T       STARTS       $/MO        $/YR     PSF
===============================================================================================================
<C>      <S>                  <C>      <C>   <C> <C>     <C>       <C>        <C>           <C> 
43000B   SPIEGEL              1.50%    MIN   M   Step    7/30/96   35,582.29  390,747.48    6.50
                              1.00%    CAM   M   Step    7/30/95    5,260.06   63,120.72    1.05
                              1.50%    PRO   M   Step    10/1/92      500.96    6,011.52    0.10
                              1.00%    OCC   M   Step    1/1/97     7,213.80   86,565.60    1.44
                              -----                                ---------  ----------   -----
           ANCHORS                                       TOTAL     45,537.11  546,445.32    9.09
                                       ---------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
43000C   PHAR-MOR                      CAM   M   Step    1/1/95     6,677.29   80,127.48    1.06
                                       PRO   M   Step    3/1/93       716.38    8,596.56    0.11
                                                                   ---------  ----------   -----
           ANCHORS                                       TOTAL      7,393.67   88,724.04    1.17
                                       ---------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
43000D   JC PENNEY            1.00%    MIN   M   Step    6/1/94    45,643.75  547,725.00    5.47
                              1.00%    CAM   M   Step    1/1/92     6,262.50   75,150.00    0.75
                              1.00%    OCC   M   Step    1/1/97    12,024.00  144,288.00    1.44
                              1.00%                                ---------  ----------   -----
           ANCHORS            1.00%                      TOTAL     63,930.25  767,163.00    7.66
                              -----    ---------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
43000E   BURLINGTON COAT      1.50%    MIN   M   Step    2/1/93    45,000.00  540,000.00    4.19
         FACTORY              1.50%    CAM   M   Cap     1/1/97     9,731.00  116,772.00    0.93
                              1.50%    PRO   M   Step    1/1/94       450.00    5,400.00    0.04
                              1.50%    OCC   M   Step    1/1/97    12,960.00  155,520.00    1.21
                              1.50%                                ---------  ----------   -----
                              1.50%                      TOTAL     88,141.00  617,892.00    6.37
                              1.50%    ---------------------------------------------------------
                              1.50%                                                                   
                              1.50%                                                                   
                              1.50%                                                                   
                              1.50%                                                                   
                              1.50%                                                                   
           ANCHORS            1.50%                                                                   
                              -----
- ---------------------------------------------------------------------------------------------------------------
43000F   MARSHALLS            2.00%    MIN   M   Step    12/1/95   40,358.49  484,301.88    6.85
                                       CAM   M   Step    1/1/97     6,480.93  777,771.16    1.10
                                       PRO   M   Step    1/1/92       589.18    7,070.16    0.10
                                       OCC   M   Step    1/1/97     8,484.12  101,809.44    1.44
                                                                   ---------  ----------   -----     
           ANCHORS                                       TOTAL     55,912.72  670,952.64    9.49
                                       ---------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------


Run Date 3/31/97 10:24:03 AM   Run By     barbie       Franklin Mills                                                         PAGE 1
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                    *v = Sq Ft has been verified LEASE TERMS
                              LEASABLE RENTABLE                                            
SPACE    TENANT               SQ FT       SQ FT V*     TERM         START        END       
===========================================================================================
<S>      <C>                  <C>         <C>          <C>          <C>         <C>        
43000G   VACANT               101,805     101,805                                          
                                                                                           
           VACANT                                                                          
                                                                                           
- -------------------------------------------------------------------------------------------
43000H   BOSCOV'S             152,370     152,370      Primary      5/8/89      1/31/2019  
                                                       1st Option   2/1/2010    1/31/2020  
                                                       2nd Option   2/1/2020    1/31/2030  
                                                       3rd Option   2/1/2030    1/31/2040  
                                                       ----------------------------------  
           ANCHORS                                                                         
                                                                                           
- -------------------------------------------------------------------------------------------
43000M   OFFICEMAX, INC.       30,237      30,237      Primary      5/1/92      4/30/2002  
                                                       1st Option   5/1/2002    4/30/2007  
                                                       2nd Option   5/1/2007    4/30/2012  
                                                       ----------------------------------  
           MAJORS                                                                          
                                                                                           
- -------------------------------------------------------------------------------------------
43000M1  SAMS WHOLESALE CLUB  133,010     133,010      Primary      1/17/91                
                                                                                           
           NONREPORTING                                                                    
                                                                                           
                                                                                           
- -------------------------------------------------------------------------------------------
43001100 SYMS                  25,127      25,127      Primary      11/1/93     10/31/98   
                                                       1st Option   11/1/98     10/31/2003 
                                                       2nd Option   11/1/2003   10/31/2006 
                                                       3rd Option   11/1/2006   10/31/2013 
                                                       4th Option   11/1/2013   10/31/2013 
                                                       ----------------------------------  
                                                                                           
                                                                                           
           MAJORS                                                                          
                                                                                           
- -------------------------------------------------------------------------------------------
43001123 NEIMAN MARCUS         34,918      34,918      Primary      4/1/93      3/31/2003  
                                                       1st Option   4/1/2003    3/31/2006  
                                                       2nd Option   4/1/2008    3/31/2013  
                                                       3rd Option   4/1/2013    3/31/2018  
                                                       ----------------------------------  
                                                                                           
                                                                                           
           MAJORS                                                                          
                                                                                           
- -------------------------------------------------------------------------------------------
43001125 VACANT                23,254      23,254                                          
                                                                                           
           VACANT
- -------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                MINIMUM RENT                                        BREAKPOINTS                     
                                                                                  L/Y                         ANN         PSF       
SPACE    TENANT              TERM   START       /MO         /YEAR       PSF     RPT  MO   TERM    START       BKPT        BKPT      
====================================================================================================================================
<C>      <S>                 <C>   <C>         <C>         <C>         <C>       <C> <C>  <C>           <C>          <C>     <C>
43000G   VACANT                                                                  M   Jan
                                                                                                                                  
           VACANT                                                                                                                 
                                                                                                                                  
- -----------------------------------------------------------------------------------------------------------------------------------
43000H   BOSCOV'S                  1/1/92      5,208.33    62,499.96    0.41 *   A   Feb  *  1/1/89     18,424,660   120.97  0.25%
                                   1/1/2000    5,208.33    62,499.96    0.41 *            *  1/1/89     22,109,590   145.10  0.50%
                                   6/1/2009    5,208.33    62,499.96    0.41 *            P  2/1/90     25,000,000   164.07  0.25%
                                   6/1/2019    5,208.33    62,499.96    0.41 *            P  2/1/90     30,000,000   196.89  0.50%
                                   6/1/2029    5,208.33    62,499.96    0.41 *            -----------------------------------------
           ANCHORS           ---------------------------------------- ------                                                   
                                                                                                                               
- -----------------------------------------------------------------------------------------------------------------------------------
43000M   OFFICEMAX, INC.     P     5/1/92     20,158.00   241,896.00    8.00     N   Jun                                       
                             P     4/30/97    21,417.86   257,014.56    8.50                                                   
                             P     4/30/2002  22,677.75   272,133.00    9.00                                                   
                             1     4/30/2007  23,937.63   287,251.58    9.50                                                   
           MAJORS            2     4/30/2012  25,197.50   302,370.00   10.00                                                   
                             ---------------------------------------- ------                                                   
- -----------------------------------------------------------------------------------------------------------------------------------
43000M1  SAMS WHOLESALE CLUB                                                     N   Jan                                       
                                                                                                                               
           NONREPORTING                                                                                                        
                                                                                                                               
                                                                                                                               
- -----------------------------------------------------------------------------------------------------------------------------------
43001100 SYMS                      12/1/93    13,505.76   182,069.12    8.45     A   Jan  *  10/1/93     1,753,900    69.80   2.00%
                                   10/14/98   14,888.81   178,401.72    7.10              P  1/1/94      8,103,456   322.50   2.00%
                                   10/14/2003 16,332.55   195,990.80    7.80              P  1/1/98      8,239,935   327.93   2.00%
                                   10/14/2008 18,007.68   216,092.18    8.60              1  1/1/99      8,920,085   355.00   2.00%
                             ---------------------------------------- ------              1  1/1/2003    9,007,081   360.85   2.00%
                                                                                          2  1/1/2004    9,799,530   390.00   2.00%
                                                                                          2  1/1/2008    9,967,043   396.67   2.00%
                                                                                          3  1/1/2009   10,804,810   430.00   2.00%
           MAJORS                                                                         3  1/1/2013    8,998,908   358.14   2.00%
                                                                                          -----------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
43001123 NEIMAN MARCUS             5/1/93     35,000.00   420,000.00   12.03     A   Jan  P  4/1/93     21,000,000   601.41   2.00%
                             p     5/1/98     27,704.75   332,457.00    9.52              P  4/1/96     21,875,000   626.47   2.00%
                             p     11/1/98    24,980.30   299,763.60    8.58              1  4/1/2003   23,187,500   664.08   2.00%
                                   4/1/98     36,458.33   437,499.98   12.53              2  4/1/2006   24,062,500   689.11   2.00%
                                   4/1/2003   38,645.83   463,749.96   13.28              3  4/1/2013   24,937,500   714.17   2.00%
                                   4/1/2008   40,104.17   481,250.04   13.78              3  4/1/2017   23,661,460   677.63   2.00%
                                   4/1/2013   41,562.50   496,750.00   14.28              -----------------------------------------
           MAJORS            3     4/1/2017   43,020.83   516,249.96   14.78                                                   
                             ---------------------------------------- ------                                                   
- -------------------------------------------------------------------------------------------------------------------------------
43001125 VACANT                                                                  M   Jan
                             
           VACANT
- ----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                                                       CURRENT MO CHARGES                             RENT MEMO
                                                                                           ANN
SPACE    TENANT                %        C    F   T       STARTS       $/MO        $/YR     PSF
===============================================================================================================
<C>      <S>                           <C>   <C> <C>      <C>      <C>        <C>           <C> 
43000G   VACANT               
                                                      
           VACANT                                     
                                                      
- ---------------------------------------------------------------------------------------------------------------
43000H   BOSCOV'S                      MIN   M   Step     1/1/92    5,208.33   62,499.96    0.41
                                       CAM   M   Step     8/1/94    4,583.33   54,999.96    0.36
                                       PRO   M   Step     1/1/92    1,037.50   12,450.00    0.08
                                       OCC   M   Step     1/1/97   18,284.40  219,412.80    1.44
                                                                   ---------  ----------   -----
           ANCHORS                                        TOTAL    27,113.56  349,362.72    2.29
                                       ---------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
43000M   OFFICEMAX, INC.               MIN   M   Step     5/1/92   20,158.00  241,896.00    8.00
                                       CAM   M   Cap      1/1/97    2,566.00   30,792.00    1.02
                                       OCC   M   Step     1/1/97    3,628.44   43,541.28    1.44
                                                                   ---------  ----------   -----
           MAJORS                                         TOTAL    26,352.44  318,229.28   10.46
                                       ---------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
43000M1  SAMS WHOLESALE CLUB           CAM   M   Cap      1/1/97    6,350.00   76,200.00    0.57
                                       PRO   M   Step     1/1/93      331.25    3,975.00    0.03
           NONREPORTING                                            ---------  ----------   -----
                                                          TOTAL     6,681.25   80,175.00    0.60
                                       ---------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
43001100 SYMS                          MIN   M   Step     12/1/93  13,505.76  162,089.12    8.45
                                       CAM   M   Cap      1/1/97    4,198.00   50,376.00    2.00
                                       PRO   M   Step     12/1/93     104.70    1,256.40    0.05
                                       OCC   M   Step     7/1/93    3,015.24   36,152.88    1.44
                                                                   ---------  ----------   -----
                                                          TOTAL    20,823.70  249,884.40    9.94
                                       ---------------------------------------------------------
                                                                                                
           MAJORS                                                                               
                                                                                                
- ---------------------------------------------------------------------------------------------------------------
43001123 NEIMAN MARCUS                 MIN   M   Step     11/1/96  24,980.30  299,763.60    8.58
                                       CAM   M   Step     11/1/96   4,153.00   49,836.00    1.43
                                       PRO   M   Step     11/1/96     103.82    1,245.84    0.04
                                       OCC   M   Step     1/1/97    2,990.18   35,881.92    1.03
                                                                   ---------  ----------   -----
                                                          TOTAL    32,227.28  386,727.36   11.08
                                       ---------------------------------------------------------
           MAJORS                     
                                         
- ---------------------------------------------------------------------------------------------------------------
43001125 VACANT                          
                              
           VACANT
- ---------------------------------------------------------------------------------------------------------------


Run Date 3/31/97 10:25:41 AM   Run By     barbie       Franklin Mills                                                         PAGE 2
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                    *v = Sq Ft has been verified LEASE TERMS
                              LEASABLE RENTABLE                                            
SPACE    TENANT               SQ FT       SQ FT V*     TERM         START        END       
===========================================================================================
<S>      <C>                  <C>         <C>          <C>          <C>         <C>        
43001319 FILENES BASEMENT     32,637      32,637       Primary      8/10/89     1/29/2000  
                                                       1st Option   1/30/2000   1/29/2005  
                                                       2nd Option   1/30/2005   1/29/2010  
                                                       ----------------------------------  
                                                                                           
           MAJORS                                                                          
                                                                                           
- -------------------------------------------------------------------------------------------
43001341 BED, BATH & BEYOND   40,232      40,232       Primary      5/11/89     5/10/99    
                                                       1st Option   5/11/99     5/10/2004  
                                                       2nd Option   5/11/2004   5/10/2009  
                                                       ----------------------------------  
                                                                                           
                                                                                           
           MAJORS                                                                          
                                                                                           
- -------------------------------------------------------------------------------------------
43001620 NORDSTROM            42,241      42,241       Primary      8/5/93      1/31/2004  
                                                       1st Option   2/1/2004    1/31/2009  
                                                       2nd Option   2/1/2009    1/31/2014  
                                                       3rd Option   2/1/2014    1/31/2019  
                                                       4th Option   2/1/2019    12/31/2023 
           MAJORS                                      ----------------------------------  
                                                                                           
- -------------------------------------------------------------------------------------------
43001624 SAKS                 46,406      46,406       Primary      2/9/90      11/7/95    
                                                       Primary      11/8/95     11/30/2006 
                                                       1st Option   12/1/2006   11/30/2011 
                                                       2nd Option   12/1/2011   11/30/2016 
                                                       3rd Option   12/1/2016   11/30/2021 
                                                       ----------------------------------  
                                                                                           
                                                                                           
                                                                                           
                                                                                           
                                                                                           
                                                                                           
                                                                                           
                                                                                           
                                                                                           
                                                                                           
           MAJORS                                                                          
                                                                                           
- -------------------------------------------------------------------------------------------
43001629 VACANT               26,900      26,900                                           
                                                                                           
           VACANT
- -------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                  MINIMUM RENT                                        BREAKPOINTS                   
                                                                                    L/Y                         ANN         PSF     
SPACE    TENANT                TERM   START       /MO         /YEAR       PSF     RPT  MO   TERM    START       BKPT        BKPT    
====================================================================================================================================
<S>      <C>                   <C>  <C>        <C>         <C>          <C>       <C> <C>    <C>    <C>       <C>          <C>
43001319 FILENES BASEMENT           1/1/92     22,064.47   264,773.64    8.11     A   Feb    P      2/1/92    10,590,950   324.51   
                                    2/1/95     24,771.34   297,256.08    9.11                P      2/1/95    11,890,240   364.32   
                                    2/1/2000   27,478.59   329,743.08   10.10                1      2/1/2000  13,189,720   404.13   
                                    2/1/2005   30,185.84   362,230.08   11.10                2      2/1/2005  14,489,200   443.95   
                                                                                             ---------------------------------------
           MAJORS                                                                                                                   
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43001341 BED, BATH & BEYOND         1/1/92     26,821.33   321,855.96    8.00     A   Jan    *      1/1/89    10,000,000   248.56   
                                    5/1/94     29,546.72   354,560.64    8.81                P      7/1/89    10,000,000   248.56   
                                    6/1/94     30,844.53   370,134.36    9.20                1      1/1/2000  10,000,000   248.56   
                                    5/11/99    35,471.21   425,654.52   10.58                2      1/1/2009  10,000,000   248.56   
                                    5/11/2004  40,791.90   489,502.80   12.17                ---------------------------------------
                              ---------------------------------------- ------                                                       
           MAJORS                                                                                                                   
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43001620 NORDSTROM            P     10/1/93    21,120.50   253,446.00    6.00     M   Jan    *      2/1/93    16,471,230   389.93   
                              P     2/1/99     22,880.54   274,566.48    6.50                *      2/1/93    19,216,440   454.92   
                                    2/1/2004   24,640.58   295,686.95    7.00                P      8/5/93     8,876,712   210.14   
                                    2/1/2009   25,520.60   306,247.20    7.25                P      8/5/93    10,256,160   242.80   
                                    2/1/2014   26,400.63   316,807.56    7.50                P      2/1/94    18,000,000   426.13   
           MAJORS                   2/1/2019   27,280.65   327,367.80    7.75                P      2/1/94    21,000,000   497.15   
                              ---------------------------------------- ------                ---------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
43001624 SAKS                       4/1/93     14,314.17   171,770.04    6.10     A   Feb    P      2/1/93     7,834,840   305.00   
                                    11/8/96    40,257.21   483,086.52   10.41                P      2/1/93    10,834,840   421.79   
                              P     12/1/2000  42,306.80   507,681.60   10.94                P      2/1/94     8,588,495   334.34   
                                    12/1/2005  44,549.76   534,597.12   11.52                P      2/1/94    11,877,070   462.36   
                                    12/1/2006  44,549.76   534,597.12   11.52                P      3/1/97    15,500,000   550.45   
                                    12/1/2011  45,361.86   544,342.32   11.73                1      2/1/2000   9,334,709   363.39   
                                    12/1/2015  48,068.88   576,826.56   12.43                1      2/1/2000  12,623,290   491.41   
                              ---------------------------------------- ------                1      2/1/2005  10,151,320   395.18   
                                                                                             1      2/1/2005  13,439,900   523.20   
                                                                                             2      2/1/2010  10,019,480   390.05   
                                                                                             3      2/1/2010  11,052,410   430.26   
                                                                                             2      2/1/2010  13,019,480   506.83   
                                                                                             3      2/1/2010  14,340,990   558.29   
                                                                                             3      2/1/2011  10,082,540   392.50   
                                                                                             3      2/1/2011  13,082,540   509.28   
                                                                                             3      2/1/2015     773,455    30.11   
           MAJORS                                                                            3      2/1/2015   1,003,592    39.07   
                                                                                             ---------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
43001629 VACANT                                                                   M   Jan
                              
           VACANT
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                                                       CURRENT MO CHARGES                             RENT MEMO
                                                                                           ANN
SPACE    TENANT                %        C    F   T       STARTS       $/MO        $/YR     PSF
===============================================================================================================
<S>      <C>                  <C>      <C>   <C> <C>      <C>      <C>        <C>          <C> 
43001319 FILENES BASEMENT     2.50%    MIN   M   Step     2/1/95   24,771.34  297,256.08    9.11
                              2.50%    CAM   M   Cap      1/1/97    4,611.00   55,332.00    1.70
                              2.50%    PRO   M   Step     1/1/92      135.99    1,631.88    0.05
                              2.50%    OCC   M   Step     1/1/97    3,916.44   46,997.28    1.44
                              -----                                ---------  ----------   -----
           MAJORS                                          TOTAL   33,434.77  401,217.24   12.30
                                       ---------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
43001341 BED, BATH & BEYOND   3.00%    MIN   M   Step     6/1/94   30,844.53  370,134.36    9.20
                              3.00%    CAM   M   Step     1/1/97   10,058.00  120,696.00    3.00
                              3.00%    TAX   M   Est      1/1/97   11,701.00  140,412.00    3.49
                              3.00%    PRO   M   Step     1/1/92    1,676.33   20,115.96    0.50
                              -----    OCC   M   Step     1/1/97    4,827.84   57,934.08    1.44
                                                                   ---------  ----------   -----
           MAJORS                                          TOTAL   59,107.70  709,292.40   17.63
                                       ---------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
43001620 NORDSTROM            0.75%    MIN   M   Step    10/1/93   21,120.50  253,446.00    6.00
                              0.50%    CAM   M   Step    10/1/93    2,604.86   31,258.32    0.74
                              0.75%    PRO   M   Step    10/1/93       35.20      422.40    0.01
                              0.50%    OCC   M   Step     1/1/97    5,068.92   60,827.04    1.44
                              0.75%                                ---------  ----------   -----
           MAJORS             0.50%                        TOTAL   28,829.48  345,953.76    8.19
                              -----    ---------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
43001624 SAKS                 2.00%    MIN   M   Step    11/8/96   40,257.21  483,086.52   10.41
                              1.00%    CAM   M   Step    11/8/96    2,900.38   34,804.50    0.75
                              2.00%    PRO   M   Step    11/8/96      270.70    3,248.42    0.07
                              1.00%    OCC   M   Step    11/8/96    5,568.72   66,824.64    1.44
                              2.00%                                ---------  ----------   -----
                              2.00%                        TOTAL   48,997.01  587,964.06   12.67
                              1.00%    ---------------------------------------------------------
                              2.00%
                              1.00%
                              2.00%
                              2.00%
                              1.00%
                              1.00%
                              2.00%
                              1.00%
                              2.00%
           MAJORS             1.00%
                              -----
- ---------------------------------------------------------------------------------------------------------------
43001629 VACANT               
                              
           VACANT
- ---------------------------------------------------------------------------------------------------------------


Run Date 3/31/97 10:25:41 AM   Run By     barbie       Franklin Mills                                                         PAGE 3
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                    *v = Sq Ft has been verified LEASE TERMS
                              LEASABLE RENTABLE                                            
SPACE    TENANT               SQ FT       SQ FT V*     TERM         START        END       
===========================================================================================
<S>      <C>                   <C>        <C>          <C>          <C>         <C>        
43001627 MODELLS SPORTING GOO    30,608   30,608       Primary      5/11/89     5/10/2007  
                                                       1st Option   5/11/2007   5/10/2013  
                                                       2nd Option   5/11/2013   5/10/2018  
                                                       ----------------------------------  
                                                                                           
                                                                                           
                                                                                           
                                                                                           
           MAJORS                                                                          
                                                                                           
- -------------------------------------------------------------------------------------------
43112    VACANT                   2,717    2,717                                           
                                                                                           
           VACANT                                                                          
                                                                                           
- -------------------------------------------------------------------------------------------
43113    VACANT                   3,727    3,727                                           
                                                                                           
           VACANT                                                                          
                                                                                           
- -------------------------------------------------------------------------------------------
43115    BOMBAY COMPANY           3,600    3,600       Primary      2/24/92     12/31/2001 
                                                       ----------------------------------  
                                                                                           
                                                                                           
                                                                                           
                                                                                           
           ART & HOME 
           FURNISHINGS                                                          
- -------------------------------------------------------------------------------------------
43117    ELECTRONICS BOUTIQUE     1,000    1,000       Primary      8/1/97      8/16/2001  
                                                       ----------------------------------  
                                                                                           
                                                                                           
                                                                                           
                                                                                           
           TOY & HOBBY                                                                     
                                                                                           
- -------------------------------------------------------------------------------------------
43119    CLASS PERFUME            1,437    1,437       Primary      10/14/91    10/13/2001 
                                                       ----------------------------------  
                                                                                           
                                                                                           
                                                                                           
                                                                                           
           HEALTH & BEAUTY AIDS                                                            
                                                                                           
- -------------------------------------------------------------------------------------------
43121    PEEPERS OPTICAL            954      954       Primary      8/15/96     2/15/97    
                                                       ----------------------------------  
Holdover   TEMPORARY                                                                       
                                                                                           
- -------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                  MINIMUM RENT                                        BREAKPOINTS                   
                                                                                    L/Y                         ANN         PSF     
SPACE    TENANT                TERM   START       /MO         /YEAR       PSF     RPT  MO   TERM    START       BKPT        BKPT    
====================================================================================================================================
<S>      <C>                   <C> <C>        <C>         <C>          <C>       <C> <C>    <C>   <C>        <C>          <C>
43001627 MODELLS SPORTING GOO        1/1/92   23,250.00   279,000.00    9.12     Q   Jan    *     4/1/1989    5,270,000   172.18   
                                     5/1/95   24,562.50   294,750.00    9.63                P     7/1/1997    9,300,000   303.84   
                                     6/1/95   25,187.50   302,250.00    9.67                P     4/1/1995    9,707,671   317.18   
                                   5/1/2001   26,471.77   317,661.24   10.38                P     7/1/1995   10,075,000   329.16   
                                   6/1/2001   27,083.33   324,999.96   10.62                P     4/1/2001   10,471,230   342.11   
                                   5/1/2007   28,395.83   340,749.96   11.13                P     7/1/2001   10,833,330   353.94   
                                   6/1/2007   29,020.83   345,749.95   11.38                P     4/1/2007   11,236,600   367.12   
                                   5/1/2013   32,365.59   388,387.08   12.69                1     7/1/2007   11,608,330   379.26   
           MAJORS                  6/1/2013   33,958.33   407,499.90   13.31                1     4/1/2013   12,009,680   392.37   
                              --------------------------------------- ------                ---------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
43112    VACANT                                                                  M   Jan                                           
                                                                                                                                   
           VACANT                                                                                                                  
                                                                                                                                   
- -----------------------------------------------------------------------------------------------------------------------------------
43113    VACANT                                                                  M   Jan                                           
                                                                                                                                   
           VACANT                                                                                                                  
                                                                                                                                   
- -----------------------------------------------------------------------------------------------------------------------------------
43115    BOMBAY COMPANY            11/1/92     6,600.00    79,200.00   22.00     M   Jan    P     2/24/92     1,320,000   366.67   
                              --------------------------------------- ------                P     2/24/97     1,440,000   400.00   
                                                                                            ---------------------------------------
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
           ART & HOME                                                                                                              
           FURNISHINGS                                                                                                             
- -----------------------------------------------------------------------------------------------------------------------------------
43117    ELECTRONICS BOUTIQUE       8/1/92     2,500.00    30,000.00   30.00     M   Jan    P     1/1/93        500,000   500.00   
                                   8/17/96     2,915.67    35,000.04   35.00                P     6/7/96        583,330   583.33   
                              --------------------------------------- ------                ---------------------------------------
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
           TOY & HOBBY                                                                                                             
                                                                                                                                   
- -----------------------------------------------------------------------------------------------------------------------------------
43119    CLASS PERFUME               1/1/92    5,625.00    67,500.00   46.97     M   Jan    P     10/14/91    1,125,000   782.88   
                                    10/1/94    5,755.64    69,067.68   48.06                P     10/14/94    1,170,000   814.20   
                                    11/1/94    5,850.00    70,200.00   48.85                P     10/14/97    1,216,800   846.76   
                                   10/14/97    6,084.00    73,008.00   50.81                ---------------------------------------
                              --------------------------------------- ------                                                       
                                                                                                                                   
           HEALTH & BEAUTY AIDS                                                                                                    
                                                                                                                                   
- -----------------------------------------------------------------------------------------------------------------------------------
43121    PEEPERS OPTICAL                                                         Z   Jan    P      8/15/96      240,000   251.57   
                                                                                            P      11/1/96      360,000   377.36   
Holdover   TEMPORARY                                                                        P       1/1/97      240,000   251.57   
                                                                                            ---------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                                                       CURRENT MO CHARGES                             RENT MEMO
                                                                                            ANN
SPACE    TENANT                 %        C    F   T       STARTS       $/MO        $/YR     PSF
================================================================================================================
<S>      <C>                   <C>      <C>   <C> <C>      <C>      <C>        <C>           <C>
43001627 MODELLS SPORTING GOO  3.00%    MIN   M   Step     6/1/95   25,187.50  302,250.00    9.67
                               3.00%    CAM   M   Cap      1/1/97    3,509.00   42,108.00    1.38
                               3.00%    TAX   M   Est      1/1/97    8,902.00  106,824.00    3.49
                               3.00%    PRO   M   Step     1/1/92    1,033.33   12,399.96    0.41
                               3.00%    OCC   M   Step     1/1/97    3,672.96   44,075.52    1.44
                               3.00%                                ---------  ----------   -----
                               3.00%                       TOTAL    42,304.79  507,857.48   16.59
                               3.00%    ---------------------------------------------------------
           MAJORS              3.00%                                                             
                              ------
- ----------------------------------------------------------------------------------------------------------------
43112    VACANT                                                                                  
                                                                                                 
           VACANT                                                                                
                                                                                                 
- ----------------------------------------------------------------------------------------------------------------
43113    VACANT                                                                                  
                                                                                                 
           VACANT                                                                                
                                                                                                 
- ----------------------------------------------------------------------------------------------------------------
43115    BOMBAY COMPANY        6.00%    MIN   M   Step     11/1/92   6,600.00   78,200.00   22.00
                               6.00%    CAM   M   Step      2/1/97   3,021.00   36,252.00   10.07
                              ------    TAX   M   Est       1/1/97   1,242.00   14,904.00    4.14
                                        PRO   M   CStep     1/1/97     527.00    6,329.66    1.78
                                        OCC   M   Step      1/1/97     432.00    5,184.00    1.44
                                                                    ---------  ----------   -----
           ART & HOME                                      TOTAL    11,822.49  141,869.86   39.41
           FURNISHINGS                  ---------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
43117    ELECTRONICS BOUTIQUE  6.00%    MIN   M   Step     8/17/96   2,916.67   35,000.04   35.00
                               6.00%    CAM   M   Est       1/1/97     912.00   10,944.00   10.95
                              ------    TAX   M   Est       1/1/97     345.00    4,140.00    4.14
                                        PRO   M   CStep     1/1/97     431.46    5,177.49    5.18
                                        OCC   M   Step      1/1/97     120.00    1,440.00    1.44
                                                                    ---------  ----------   -----
           TOY & HOBBY                                     TOTAL     4,725.13   56,701.53   56.71
                                        ---------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
43119    CLASS PERFUME         6.00%    MIN   M   Step     11/1/94   5,850.00   70,200.00   48.85
                               6.00%    CAM   M   Est       1/1/97   1,311.00   15,732.00   10.95
                               6.00%    TAX   M   Est       1/1/97     496.00    5,952.00    4.14
                              ------    PRO   M   CStep     1/1/97     619.99    7,439.83    5.18
                                        OCC   M   Step      1/1/97     172.44    2,069.28    1.44
                                                                    ---------  ----------   -----
           HEALTH & BEAUTY AIDS                            TOTAL     8,449.43  101,393.11   70.58
                                        ---------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
43121    PEEPERS OPTICAL      10.00%    TLA   M   Step      1/1/97   2,000.00   24,000.00   25.16
                              10.00%                                ---------  ----------   -----
Holdover   TEMPORARY          10.00%                       TOTAL     2,000.00   24,000.00   25.16
                              ------    ---------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------

Run Date 3/31/97 10:25:41 AM   Run By     barbie       Franklin Mills                                                         PAGE 4
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                    *v = Sq Ft has been verified LEASE TERMS
                              LEASABLE RENTABLE                                            
SPACE    TENANT               SQ FT       SQ FT V*     TERM         START        END       
===========================================================================================
<S>      <C>                     <C>      <C>          <C>          <C>         <C>        
43124    CONFECTION CONNECTION   1,220    1,220        Primary      8/24/95     8/31/96    
                                                       Primary      9/1/96      2/28/97    
                                                       ----------------------------------  
                                                                                           
                                                                                           
                                                                                           
Holdover   TEMPORARY                                                                       
                                                                                           
- -------------------------------------------------------------------------------------------
43138    LET'S TALK CELLULAR &     915      915        Primary      10/25/96    10/24/2001 
                                                       1st Option   10/25/2000  10/24/2006 
                                                       ----------------------------------- 
                                                                                           
                                                                                           
           SPECIALTY                                                                       
                                                                                           
- -------------------------------------------------------------------------------------------
43139    SUNGLASS HUT              546      546        Primary      7/1/92      6/30/97    
                                                       1st Option   7/1/97      6/30/99    
                                                       ----------------------------------  
                                                                                           
                                                                                           
                                                                                           
           SERVICES                                                                        
                                                                                           
- -------------------------------------------------------------------------------------------
43140    VACANT                  1,468    1,468                                            
                                                                                           
           VACANT                                                                          
                                                                                           
- -------------------------------------------------------------------------------------------
43141    CLAIRES                   932      932        Primary      10/1/92     9/30/2002  
                                                       ----------------------------------- 
                                                                                           
                                                                                           
                                                                                           
                                                                                           
           SPECIALTY                                                                       
                                                                                           
- -------------------------------------------------------------------------------------------
43143    NATURE FOOD CENTERS     1,851    1,851        Primary      6/12/92     12/31/2002 
                                                       ----------------------------------- 
                                                                                           
                                                                                           
                                                                                           
                                                                                           
           HEALTH & BEAUTY AIDS                                                            
                                                                                           
- -------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                  MINIMUM RENT                                        BREAKPOINTS                   
                                                                                    L/Y                         ANN         PSF     
SPACE    TENANT                TERM   START       /MO         /YEAR       PSF     RPT  MO   TERM    START       BKPT        BKPT    
====================================================================================================================================
<S>      <C>                  <C>   <C>        <C>         <C>          <C>       <C> <C>    <C> <C>          <C>          <C>
43124   CONFECTION CONNECTION P     8/24/95    1,821.58    21,858.96    14.78 *   Z   Jan    P   8/24/94       15,000   10.09 10.00%
                              P     1/1/98       821.56     9,858.72     6.63 *              P   9/24/95      240,000  161.40 10.00%
                              P     4/1/96     1,821.56    21,858.72    14.70 *                  1/1/96       120,000   80.70 10.00%
                              ---------------------------------------- ------                P   3/1/96       180,000  121.05 10.00%
                                                                                             P   4/1/96       240,000  161.40 10.00%
                                                                                             *   9/1/96             0    0.00 10.00%
Holdover   TEMPORARY                                                                         P   10/1/96      197,040  161.51 10.00%
                                                                                             ---------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
43138    LET'S TALK CELLULAR &      10/25/99   3,050.00    36,600.00    40.00     Z   Jan    P   10/25/96           0    0.00  5.00%
                                    10/25/2001 3,202.50    38,430.00    42.00                P   10/25/99     732,000  800.00  5.00%
                                    10/25/2003 3,355.00    40,260.00    44.00                1   10/25/2001   768,800  840.00  5.00%
                              ---------------------------------------- ------                1   10/25/2003   805,200  880.00  5.00%
                                                                                             ---------------------------------------
           SPECIALTY                                                                                                                
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43139    SUNGLASS HUT               12/1/92    2,916.67    35,000.04    64.10     M   Jan    P   7/1/92       350,000  641.03 10.00%
                                    7/1/97     2,957.50    35,490.00    65.00                P   7/1/95       380,000  395.97 10.00%
                              ---------------------------------------- ------                    7/1/97       354,900  650.00 10.00%
                                                                                             ---------------------------------------
                                                                                                                                    
                                                                                                                                    
           SERVICES                                                                                                                 
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43140    VACANT                                                                   M   Jan                                           
                                                                                                                                    
           VACANT                                                                                                                   
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43141    CLAIRES                    12/1/92    2,640.67    31,688.04    34.00     M   Jan    P   10/1/92      452,686  485.71  7.00%
                              P     10/1/95    2,796.00    33,552.00    36.00                P   10/1/95      479,314  514.29  7.00%
                                    10/1/99    2,951.33    35,415.96    38.00                P   10/1/99      505,943  542.86  7.00%
                              ---------------------------------------- ------                ---------------------------------------
                                                                                                                                    
                                                                                                                                    
           SPECIALTY                                                                                                                
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43143    NATURE FOOD CENTERS  P     6/12/92    4,166.67    50,000.04    27.01     A   Jan    P   6/12/92    1,000,000  540.25  5.00%
                              P     1/1/96     4,583.33    54,999.96    29.71                P   6/12/96    1,100,000  594.27  5.00%
                              P     1/1/2001   5,000.00    60,000.00    32.41                P   6/12/2000  1,200,000  648.30  5.00%
                              ---------------------------------------- ------                                                       
                                                                                                                                    
                                                                                                                                    
           HEALTH & BEAUTY AID                                                                                                      
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                              

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                                                       CURRENT MO CHARGES                             RENT MEMO
                                                                                     ANN
SPACE    TENANT                   C    F   T       STARTS       $/MO        $/YR     PSF
=========================================================================================================
<S>     <C>                      <C>   <C> <C>      <C>       <C>       <C>          <C>     <C>
43124   CONFECTION CONNECTION    TLA   M   Step     10/1/96 H 1,642.00  19,704.00    16.15   % RENT ONLY
                                                              --------  ----------   -----   AS OF 9/1/96
                                                    TOTAL     1,642.00  19,704.00    16.15
                                 ---------------------------------------------------------
                                                                                          
                                                                                          
Holdover   TEMPORARY                                                                      
                                                                                          
- ---------------------------------------------------------------------------------------------------------
43138    LET'S TALK CELLULAR &   CAM   M   Cap      1/1/97      835.00  10,020.00    10.95
                                 TAX   M   Est      1/1/97      316.00   3,792.00     4.14
                                 PRO   M   CStep    1/1/97      429.14   5,149.68     5.63
                                 OCC   M   Step     1/1/97      109.80   1,317.60     1.44
                                                              --------  ----------   -----
           SPECIALTY                                  TOTAL     1,689.94  20,279.28    22.16
                                 ---------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
43139    SUNGLASS HUT            MIN   M   Step    12/1/92    2,916.67  35,000.04    64.10
                                 CAM   M   Est      1/1/97      498.00   5,976.00    10.95
                                 TAX   M   Est      1/1/97      188.00   2,256.00     4.14
                                 PRO   M   CStep    1/1/97      427.17   5,126.06     9.39
                                 OCC   M   Step     1/1/97       65.52     786.24     1.44
                                                              --------  ----------   -----
           SERVICES                                 TOTAL     4,095.36  46,144.36    90.02
                                 ---------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
43140    VACANT                                                                           
                                                                                          
           VACANT                                                                         
                                                                                          
- ---------------------------------------------------------------------------------------------------------
43141    CLAIRES                 MIN   M   Step    10/1/95    2,796.00  33,552.00    38.00
                                 CAM   M   Est      1/1/97      850.00  10,200.00    10.95
                                 TAX   M   Est      1/1/97      322.00   3,864.00     4.14
                                 PRO   M   CStep    1/1/97      397.25   4,767.04     5.11
                                 OCC   M   Step     1/1/97      111.84   1,342.08     1.44
                                                              --------  ----------   -----
           SPECIALTY                                TOTAL     4,477.09  53,725.12    57.64
                                 ---------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
43143    NATURE FOOD CENTERS     MIN   M   Step     1/1/96    4,583.33  54,999.96    29.71
                                 CAM   M   Est      1/1/97    1,689.00  20,268.00    10.95
                                 TAX   M   Est      1/1/97      639.00   7,668.00     4.14
                                 PRO   M   CStep    1/1/97      394.47   4,733.67     2.56
                                 OCC   M   Step     1/1/97      222.12   2,665.44     1.44
                                                              --------  ----------   -----
           HEALTH & BEAUTY AID                      TOTAL     7,527.92  90,335.07    48.80
                                 ---------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------

Run Date 3/31/97 10:25:41 AM   Run By     barbie       Franklin Mills                                                         PAGE 5
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                    *v = Sq Ft has been verified LEASE TERMS
                              LEASABLE RENTABLE                                            
SPACE    TENANT               SQ FT       SQ FT V*     TERM         START        END       
===========================================================================================
<S>      <C>                    <C>        <C>         <C>          <C>         <C>        
43145    AEROSOLES              2,011      2,011       Primary      9/1/96      8/31/2006  
                                                       ----------------------------------- 
                                                                                           
                                                                                           
                                                                                           
                                                                                           
           SHOES                                                                           
                                                                                           
- -------------------------------------------------------------------------------------------
43147    KASPER                 2,522      2,522       Primary      11/15/95    11/14/96   
                                                       ----------------------------------- 
Holdover WOMENS READY TO WEAR                                                              
                                                                                           
- -------------------------------------------------------------------------------------------
43149    VACANT                 2,404      2,404

           VACANT
- -------------------------------------------------------------------------------------------
43150    ZALES JEWELERS         2,218      2,218       Primary      10/15/93    10/14/98   
                                                       1st Option   10/15/98    10/14/2003 
                                                       2nd Option   10/15/2008  10/14/2008 
                                                       ----------------------------------- 
                                                                                           
                                                                                           
           JEWELRY                                                                         
                                                                                           
- -------------------------------------------------------------------------------------------
43153    SMALLS FORMALWEAR        817        817       Primary        3/7/97    6/30/2002  
                                                       1st Option     7/1/2002  6/30/2007  
                                                       ----------------------------------- 
                                                                                           
                                                                                           
                                                                                           
           SPECIALTY                                                                       
                                                                                           
- -------------------------------------------------------------------------------------------
43155    VACANT                 2,129      2,129                                           
                                                                                           
           VACANT                                                                          
- -------------------------------------------------------------------------------------------
43159    EQUIFAX QUICK          2,370      2,370       Primary      1/1/91      12/31/2000 
         TEST OPI                                      1st Option   1/1/2001    12/31/2010 
                                                       ----------------------------------- 
                                                                                           
                                                                                           
                                                                                           
           NONREPORTING                                                                    
                                                                                           
- -------------------------------------------------------------------------------------------
43160    U.S. POSTAL SERVICE    1,690      1,690       Primary      12/1/90     11/30/95   
                                                       1st Option   12/1/95     11/30/2000 
                                                       ----------------------------------- 
           NONREPORTING                                                                    
                                                                                           
- -------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                  MINIMUM RENT                                        BREAKPOINTS                   
                                                                                    L/Y                         ANN         PSF     
SPACE    TENANT                TERM   START       /MO         /YEAR       PSF     RPT  MO   TERM    START       BKPT        BKPT    
====================================================================================================================================
<S>      <C>                  <C>  <C>        <C>         <C>          <C>       <C> <C>    <C>   <C>         <C>         <C>
43145    AEROSOLES            P    9/1/96     3,016.50    36,198.00    18.00     M   Jan    P     9/1/96      723,960     360.00    
                                   9/1/2000   3,184.00    38,208.00    19.00                P     9/1/2000    764,180     380.00    
                                   9/1/2003       0.00         0.00     0.00                P     9/1/2003    804,400     400.00    
                              --------------------------------------- ------                ----------------------------------------
                                                                                                                                    
                                                                                                                                    
           SHOES                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43147    KASPER                                                                  Z   Jan    P     11/15/95          0       0.00    
                                                                                            ----------------------------------------
Holdover WOMENS READY TO WEAR                                                                                                       
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                 M   Jan

- ------------------------------------------------------------------------------------------------------------------------------------
43150    ZALES JEWELERS            11/12/93   7,393.33    88,719.96    40.00     M   Jan    P     10/15/93  1,478,667     666.67    
                                   12/1/93    7,393.33    88,719.96    40.00                P     10/15/98  1,663,500     750.00    
                                   10/15/96   8,317.50    99,810.00    45.00                ----------------------------------------
                              --------------------------------------- ------                                                        
                                                                                                                                    
                                                                                                                                    
           JEWELRY                                                                                                                  
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43153    SMALLS FORMALWEAR    P    3/7/97     2,382.92    76,595.04    35.00     M   Jan    P     3/7/97      408,500     500.00    
                                   7/1/2000   2,519.08    30,228.96    37.00                P     7/1/2000    431,843     528.57    
                                   7/1/2002   2,655.25    31,863.00    39.00                1     7/1/2002    455,186     557.14    
                                   7/1/2004   2,723.33    32,679.96    40.00                1     7/1/2004    466,857     571.43    
                              --------------------------------------- ------                ----------------------------------------
                                                                                                                                    
           SPECIALTY                                                                                                                
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43155    VACANT                                                                  M   Jan                                            
                                                                                                                                    
           VACANT                                                                                                                   
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43159    EQUIFAX QUICK             1/1/93     5,430.55    65,166.60    27.50     N   Jan                                            
         TEST OPI                  1/1/94     5,593.47    67,121.64    28.32                                                        
                              P    1/1/95     5,761.27    69,135.24    29.17                                                        
                              P    1/1/96     5,934.11    71,209.32    30.05                                                        
                              P    1/1/97     6,112.13    73,345.60    30.95                                                        
                              P    1/1/98     5,934.11    71,209.32    30.05                                                        
           NONREPORTING       ---------------------------------------- ------                                                       
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43160    U.S. POSTAL SERVICE       1/1/92     1,762.59    21,151.08    12.52     N   Jan                                            
                                   12/1/95    2,042.59    24,511.08    14.50                                                        
                              --------------------------------------- ------                                                        
           NONREPORTING                                                                                                             
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                                                       CURRENT MO CHARGES                             RENT MEMO
                                                                                           ANN
SPACE    TENANT                %        C    F   T       STARTS       $/MO        $/YR     PSF
===============================================================================================================
<S>      <C>                  <C>      <C>   <C> <C>      <C>       <C>         <C>        <C>
43145    AEROSOLES            5.00%    MIN   M   Step     9/1/96    3,016.50    36,198.00  18.00
                              5.00%    CAM   M   Cap      1/1/97    1,821.00    21,852.00  10.87
                              5.00%    TAX   M   Est      1/1/97      694.00     8,328.00   4.14
                              -----    PRO   M   CStep    1/1/97      345.20     4,142.41   7.06
                                       OCC   M   Step     1/1/97      241.32     2,895.84   1.44
                                                                    --------  ----------   -----
           SHOES                                          TOTAL     6,118.02    73,416.25  36.51
                                       ---------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
43147    KASPER               8.00%                                                             
                              -----                                                             
Holdover WOMENS READY TO WEAR                                                                   
                                                                                                
- ---------------------------------------------------------------------------------------------------------------
43150    VACANT   
                  
           VACANT 
- ---------------------------------------------------------------------------------------------------------------
43150    ZALES JEWELERS       4.00%    MIN   M   Step     12/1/93   7,393.33    88,719.96  40.00
                              4.00%    CAM   M   EST      1/1/97    2,024.00    24,288.00  10.95
                              -----    TAX   M   Est      1/1/97      765.00     9,180.00   4.14
                                       PRO   M   CStep    1/1/97      843.44    10,121.27   4.56
                                       OCC   M   Step     1/1/97      266.16     3,193.92   1.44
                                                                   ---------  ----------   -----
           JEWELRY                                        TOTAL    11,291.93   135,503.15  61.09
                                       ---------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
43153    SMALLS FORMALWEAR    7.00%    MIN   M   Step     3/7/97    2,382.92    28,595.04  35.00
                              7.00%    CAM   M   Est      3/7/97      745.51     8,946.15  10.95
                              7.00%    TAX   M   Step     3/7/97      281.87     3,382.38   4.14
                              7.00%    PRO   M   Step     3/7/97      208.33     2,500.00   3.06
                              -----    OCC   M   Step     3/7/97       98.04     1,176.48   1.44
                                                                    --------  ----------   -----
           SPECIALTY                                      TOTAL     3,716.67    44,600.05  54.59
                                       ---------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
43155    VACANT                                                                                 
                                                                                                
           VACANT                                                                               
                                                                                                
- ---------------------------------------------------------------------------------------------------------------
43159    EQUIFAX QUICK                 MIN   M C Step     1/1/97    6,112.13    73,345.60  30.95
         TEST OPI                      CAM   M   Est      1/1/97    2,163.00    25,956.00  10.95
                                       TAX   M   Est      1/1/97      818.00     9,816.00   4.14
                                       PRO   M   CStep    1/1/97    1,134.92    13,619.03   5.75
                                       OCC   M   Step     1/1/97      284.40     3,412.80   1.44
                                                                   ---------  ----------   -----
           NONREPORTING                                   TOTAL    10,512.45   126,149.43  53.22
                                       ---------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
43160    U.S. POSTAL SERVICE           MIN   M   Step     12/1/95   2,042.59    24,511.08  14.50
                                       PRO   M   CStep    1/1/97      667.99     8,015.89   4.74
                                                                    --------  ----------   -----
           NONREPORTING                                   TOTAL     2,710.58    32,526.97  19.24
                                       ---------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------

Run Date 3/31/97 10:25:41 AM   Run By     barbie       Franklin Mills                                                         PAGE 6
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                    *v = Sq Ft has been verified LEASE TERMS
                              LEASABLE RENTABLE                                            
SPACE    TENANT               SQ FT       SQ FT V*     TERM         START        END       
===========================================================================================
<S>      <C>                   <C>         <C>         <C>           <C>        <C>        
43161    FOOTQUARTERS          6,354       6,354       Primary       5/11/89    5/10/94    
                                                       1st Option    5/11/94    5/10/99    
                                                       ----------------------------------- 
                                                                                           
                                                                                           
                                                                                           
           ATHLETIC & SPORTING                                                             
           GOODS                                                                           

- -------------------------------------------------------------------------------------------
43162    COST CUTTERS          2,030       2,030       Primary       3/12/92    3/11/97    
                                                       1st Option    3/12/97    3/11/2002  
                                                       ----------------------------------- 
                                                                                           
                                                                                           
                                                                                           
                                                                                           
           SERVICES                                                                        
                                                                                           
- -------------------------------------------------------------------------------------------
43202    BOSTON TRADERS        6,446       6,446       Primary       6/7/96     1/31/20    
                                                       1st Option    2/1/2002   1/31/2007  
                                                       ----------------------------------- 
                                                                                           
                                                                                           
                                                                                           
           UNISEX                                                                          
                                                                                           
- -------------------------------------------------------------------------------------------
43207    EDDIE BAUER           6,208       6,208       Primary      11/17/90    1/31/2001  
                                                       1st Option   2/1/2001    1/31/2006  
                                                       2nd Option   2/1/2006    1/31/2011  
                                                       ----------------------------------- 
                                                                                           
                                                                                           
           UNISEX                                                                          
                                                                                           
- -------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                  MINIMUM RENT                                        BREAKPOINTS                   
                                                                                    L/Y                         ANN         PSF     
SPACE    TENANT                TERM   START       /MO         /YEAR       PSF     RPT  MO   TERM    START       BKPT        BKPT    
====================================================================================================================================
<S>      <C>                   <C>   <C>         <C>        <C>          <C>       <C> <C>    <C>   <C>         <C>         <C>
43161    FOOTQUARTERS                 1/1/92     6,830.42   81,965.04    12.00     M   Jan    P     5/11/89     2,049,125   322.49  
                               1     5/11/94     7,881.25   94,575.00    14.88                1     5/11/94     2,364,375   372.11  
                               ---------------------------------------- ------                --------------------------------------
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
           ATHLETIC & SPORTING                                                                                                      
           GOODS                                                                                                                    

- ------------------------------------------------------------------------------------------------------------------------------------
43162    COST CUTTERS                   1/1/94   3,383.33   40,599.96    20.00     Q   Jan    P        1/1/94     676,668   333.33  
                                       3/12/97   3,721.67   44,660.04    22.00                1       3/12/97     744,333   366.37  
                                       3/12/98   4,060.00   48,720.00    24.00                1       3/12/98     812,000   400.00  
                                       3/12/99   4,398.33   52,779.96    26.00                1       3/12/99     879,667   433.33  
                                     3/12/2000   4,736.67   58,840.04    28.00                1     3/12/2000     947,333   466.67  
                                     3/12/2001   5,075.00   60,900.00    30.00                1     3/12/2001   1,015,000   500.00  
                               ---------------------------------------- ------                --------------------------------------
           SERVICES                                                                                                                 
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43202    BOSTON TRADERS        P       6/7/96   10,723.33  128,679.96    19.96     M   Jan    P       6/7/96    2,573,600   399.26  
                                       6/7/96   11,795.67  141,548.04    21.96                P       6/7/99    2,830,960   439.18  
                               1     2/1/2002   12,868.00  154,416.00    23.96                1     2/1/2002    3,088,320   479.11  
                               1     2/1/2004   13,940.33  167,283.96    25.95                1     2/1/2004    3,345,680   519.03  
                               ---------------------------------------- ------                --------------------------------------
                                                                                                                                    
           UNISEX                                                                                                                   
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43207    EDDIE BAUER                   1/1/92    4,653.75   55,845.00     9.00     M   Jan    P       1/1/92    1,396,125   224.89  
                               P       5/1/96    8,012.50   96,150.00    15.49                P     11/18/95    1,396,125   224.89  
                               ---------------------------------------- ------                P       1/1/96    2,403,750   387.20  
                                                                                              --------------------------------------
                                                                                                                                    
                                                                                                                                    
           UNISEX                                                                                                                   
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                                                       CURRENT MO CHARGES                             RENT MEMO
                                                                                             ANN
SPACE    TENANT                  %        C    F   T       STARTS       $/MO        $/YR     PSF
=================================================================================================================
<S>      <C>                   <C>       <C>   <C> <C>      <C>      <C>        <C>          <C>
43161    FOOTQUARTERS          4.00%     MIN   M   Step     5/11/94   7,881.25   94,575.00   14.88
                               4.00%     CAM   M   Est       1/1/97   5,798.00   69,578.00   10.95
                              -------    TAX   M   Est       1/1/97   2,192.00   26,304.00    4.14
                                         PRO   M   CStep     1/1/97   1,910.98   22,931.77    3.61
                                         OCC   M   Step      1/1/97     762.48    9,149.78    1.44
                                                                     ---------  ----------   -----
           ATHLETIC & SPORTING                              TOTAL    18,544.71  222,536.53   35.02
           GOODS                         ---------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------
43162    COST CUTTERS          6.00%     MIN   M   Step      1/1/94   3,383.33   40,599.96   20.00
                               6.00%     MIN   M   Step     3/12/97   3,721.67   44,660.04   22.00
                               6.00%     CAM   M   Est       1/1/97   1,852.00   22,224.00   10.95
                               6.00%     TAX   M   Est       1/1/97     700.00    8,400.00    4.14
                               6.00%     PRO   M   CStep     1/1/97     703.02    8,436.23    4.16
                               6.00%     OCC   M   Step      1/1/97     243.60    2,923.20    1.44
                              -------                                ---------  ----------   -----
           SERVICES                                         TOTAL    10,603.62  127,243.43   62.69
                                         ---------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
43202    BOSTON TRADERS        5.00%     MIN   M   Step      6/7/96  10,723.33  128,679.96   19.96
                               5.00%     CAM   M   Cap       1/1/97   5,629.00   67,548.00   10.48
                               5.00%     TAX   M   Est       1/1/97   2,224.00   26,688.00    4.14
                               5.00%     PRO   M   Step      6/7/96   1,611.50   19,338.00    3.00
                              -------    OCC   M   Step      1/1/97     773.52    9,282.24    1.44
                                                                     ---------  ----------   -----
           UNISEX                                           TOTAL    20,961.35  251,536.20   39.02
                                         ---------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
43207    EDDIE BAUER           4.00%     MIN   M   Step      5/1/96   8,012.50   96,150.00   15.49
                               4.00%     CAM   M   Step      1/1/96   5,173.00   62,076.00   10.00
                               4.00%     TAX   M   Est       1/1/97   2,142.00   25,704.00    4.14
                              -------    PRO   M   Step      3/1/96     778.00    9,312.00    1.50
                                         OCC   M   Step      1/1/97     744.96    8,939.52    1.44
                                                                     ---------  ----------   -----
           UNISEX                                           TOTAL    16,848.46  202,181.52   32.57
                                         ---------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------

Run Date 3/31/97 10:25:41 AM   Run By     barbie       Franklin Mills                                                         PAGE 7
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                    *v = Sq Ft has been verified LEASE TERMS
                              LEASABLE RENTABLE                                            
SPACE    TENANT               SQ FT       SQ FT V*     TERM         START        END       
===========================================================================================
<S>      <C>                  <C>         <C>          <C>          <C>         <C>        
43208    NORDICTRACK          2,736       2,736        Primary      4/30/94     4/30/95    
                                                       Primary       5/1/95     4/30/98    
                                                       1st Option    5/1/98     4/30/2001  
                                                       ----------------------------------- 
                                                                                           
                                                                                           
         ATHLETIC & SPORTING                                                               
         GOODS                                                                             

- -------------------------------------------------------------------------------------------
43209    MAIDENFORM           3,217       3,217        Primary       7/6/90     7/5/95     
                                                       1st Option    7/5/95     7/5/2000   
                                                       ----------------------------------- 
                                                                                           
                                                                                           
                                                                                           
           SPECIALTY                                                                       
                                                                                           
- -------------------------------------------------------------------------------------------
43211    TOMMY HILFIGER       4,357       4,357        Primary      4/11/96     4/10/2001  
                                                       1st Option   4/11/2001   4/10/2006  
                                                       ----------------------------------- 
           MENS READY TO WEAR                                                              
                                                                                           
- -------------------------------------------------------------------------------------------
43214    BENETTON OUTLET      2,899       2,899        Primary      5/9/92      5/8/96     
                                                       1st Option   5/9/96      5/8/2003   
                                                       ----------------------------------- 
                                                                                           
                                                                                           
                                                                                           
           UNISEX                                                                          
                                                                                           
- -------------------------------------------------------------------------------------------
43215    9 WEST & CO OUTLET   3,104       3,104        Primary      11/2/89     11/1/92    
                                                       1st Option   11/2/92     11/1/99    
                                                       ----------------------------------- 
                                                                                           
                                                                                           
                                                                                           
           SHOES                                                                           
                                                                                           
- -------------------------------------------------------------------------------------------
43217    VACANT               4,582       4,582                                            

           VACANT

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

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                  MINIMUM RENT                                        BREAKPOINTS                   
                                                                                    L/Y                         ANN         PSF     
SPACE    TENANT                TERM   START       /MO         /YEAR       PSF     RPT  MO   TERM    START       BKPT        BKPT    
====================================================================================================================================
<S>      <C>                   <C>   <C>         <C>         <C>         <C>       <C> <C>    <C>   <C>        <C>          <C>
43208    NORDICTRACK                 5/23/94     7,421.40    89,058.80   32.55     M   Jan    P     5/23/94    1,231,200    450.00  
                                     5/1/95      4,104.00    49,248.00   18.00                P     5/1/95     1,231,200    450.00  
                                     5/1/98      4,560.00    54,720.00   20.00                1     5/1/98     1,368,000    500.00  
                               ---------------------------------------- ------                --------------------------------------
                                                                                                                                    
                                                                                                                                    
         ATHLETIC & SPORTING                                                                                                        
         GOODS                                                                                                                      

- ------------------------------------------------------------------------------------------------------------------------------------
43209    MAIDENFORM                  1/1/92      3,333.33   399,999.96   12.43     Q   Jan    P     7/6/90       768,000    236.73  
                                     7/6/95      4,021.25    48,255.00   15.00                1     7/6/95       921,600    288.48  
                               ---------------------------------------- ------                --------------------------------------
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
           SPECIALTY                                                                                                                
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43211    TOMMY HILFIGER        P     4/11/96     9,309.46    11,713.52   25.64     M   Jan    P     4/11/96    2,832,050    650.00  
                                     4/11/99    10,005.82   120,427.44   27.64                P     4/11/99    2,940,975    675.00  
                                     4/11/2001  10,761.79   129,141.48   29.64                1     4/11/2001  3,049,900    700.00  
           MENS READY TO WEAR        4/11/2003  11,487.96   131,855.52   31.64                1     4/11/2003  3,158,825    725.00  
                               ---------------------------------------- ------                --------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
43214    BENETTON OUTLET             1/1/93      4,831.07    57,986.04   20.00     M   Jan    P     5/9/92       844,000    291.13  
                               P     7/1/94      5,225.45    62,705.40   21.63                P     1/1/93       877,760    302.78  
                               P     5/9/95      5,435.83    65,226.56   22.50                P     1/1/94       912,870    314.89  
                               P     5/9/96      5,435.83    65,226.56   22.50                P     1/1/95       949,385    327.49  
                               1     5/9/99      5,653.05    67,836.60   23.40                P     1/1/96       987,360    340.59  
                               ---------------------------------------- ------                1     5/9/96       988,295    340.91  
           UNISEX                                                                             1     5/9/99     1,027,827    354.55  
                                                                                              --------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
43215    9 WEST & CO OUTLET    P     11/2/89     5,407.50    64,890.00   20.91     Q   Jan    P     11/2/89    1,300,000    418.81  
                               1     11/2/92     5,922.50    71,070.00   22.90                1     11/2/92    1,425,000    459.09  
                               1     11/2/96     6,695.00    80,340.00   25.88                1     11/2/96    1,600,000    515.46  
                               ---------------------------------------- ------                --------------------------------------
                                                                                                                                    
                                                                                                                                    
           SHOES                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43217    VACANT                                                                    M      Jan

           VACANT

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

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                                                       CURRENT MO CHARGES                             RENT MEMO
                                                                                             ANN
SPACE    TENANT                  %        C    F   T       STARTS       $/MO        $/YR     PSF
=================================================================================================================
<S>      <C>                   <C>       <C>   <C> <C>      <C>       <C>        <C>         <C>
43208    NORDICTRACK           4.00%     MIN   M   Step     5/1/95    4,104.00   49,248.00   18.00
                               4.00%     CAM   M   Cap      1/1/97    2,390.00   28,680.00   10.48
                               4.00%     TAX   M   Est      1/1/97      944.00   11,328.00    4.14
                              ------     PRO   M   CStep    1/1/97      482.84    5,794.09    2.12
                                         OCC   M   Step     1/1/97      328.32    3,939.84    1.44
                                                                     ---------  ----------   -----
         ATHLETIC & SPORTING                                TOTAL     8,249.16   96,989.93   36.16
         GOODS                           ---------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------
43209    MAIDENFORM            3.00%     MIN   M   Step     7/6/95    4,021.25   48,255.00   15.00
                               3.00%     CAM   M   Cap      1/1/97    2,936.00   35,232.00   10.95
                              ------     TAX   M   Est      1/1/97    1,110.00   13,320.00    4.14
                                         PRO   M   CStep    1/1/97    1,056.30   12,675.66    3.94
                                         OCC   M   Step     1/1/97      386.04    4,632.48    1.44
                                                                     ---------  ----------   -----
           SPECIALTY                                        TOTAL     9,509.59  114,115.14   35.47
                                         ---------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
43211    TOMMY HILFIGER        3.00%     MIN   M   Step     9/1/96    9,309.46  111,713.52   25.64
                               3.00%     OCC   M   Step     1/1/97      522.84    6,274.08    1.44
                               3.00%                                 ---------  ----------   -----
           MENS READY TO WEAR  3.00%                        TOTAL     9,832.30  117,987.60   27.08
                              ------     ---------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
43214    BENETTON OUTLET       5.00%     MIN   M   Step     5/9/96    5,435.63   65,227.56   22.50
                               5.00%     CAM   M   Cap      1/1/97    2,645.00   31,740.00   10.95
                               5.00%     TAX   M   Est      1/1/97    1,000.00   12,000.00    4.14
                               5.00%     PRO   M   CStep    1/1/97      556.60    6,679.87    2.30
                               5.00%     OCC   M   Step     1/1/97      347.88    4,174.56    1.44
                               5.00%                                 ---------  ----------   -----
           UNISEX              5.00%                        TOTAL     9,985.17  119,821.99   41.33
                              ------     ---------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
43215    S WEST & CO OUTLET    5.00%     MIN   M   Step     11/2/96   6,695.00   80,340.00   25.88
                               5.00%     CAM   M   Est      1/1/97    2,832.00   33,984.00   10.85
                               5.00%     TAX   M   Est      1/1/97    1,071.00   12,852.00    4.14
                              ------     PRO   M   CStep    1/1/97    1,059.53   12,714.34    4.10
                                         OCC   M   Step     1/1/97      372.48    4,469.76    1.44
                                                                     ---------  ----------   -----
           SHOES                                            TOTAL    12,030.01  144,360.10   46.51
                                         ---------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
43217    VACANT               

           VACANT

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

Run Date 3/31/97 10:24:38 AM   Run By     barbie       Franklin Mills                                                         PAGE 8
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                    *v = Sq Ft has been verified LEASE TERMS
                              LEASABLE RENTABLE                                            
SPACE    TENANT               SQ FT       SQ FT V*     TERM         START        END       
===========================================================================================
<S>      <C>                   <C>         <C>         <C>          <C>         <C>        
43219    BROOKS BROTHERS       4,856       4,856       Primary       6/19/96    3/31/2001  
                                                       1st Option   4/1/2001    3/31/2006  
                                                       2nd Option   4/1/2006    3/31/2011  
                                                       ----------------------------------- 
                                                                                           
                                                                                           
           UNISEX                                                                          
                                                                                           
- -------------------------------------------------------------------------------------------
43221    BANISTER SHOES        8,837       8,837       Primary      7/9/93      7/8/98     
                                                       1st Option   7/9/98      7/8/2003   
                                                       ----------------------------------- 
                                                                                           
                                                                                           
                                                                                           
           SHOES                                                                           
                                                                                           
- -------------------------------------------------------------------------------------------
43225    HE-RO                 4,514       4,514       Primary      5/4/92      5/3/97     
                                                       1st Option   5/4/97      5/3/2002   
                                                       ----------------------------------- 
           WOMENS READY TO WEAR                                                            
                                                                                           
- -------------------------------------------------------------------------------------------
43227    FIRST CHOICE          3,703       3,703       Primary      7/13/91     7/12/98    
                                                       ----------------------------------- 
                                                                                           
                                                                                           
           WOMENS READY TO WEAR                                                            
                                                                                           
- -------------------------------------------------------------------------------------------
43231    NAUTICA               6,110       6,110       Primary      11/20/95    11/19/2013 
                                                       ----------------------------------- 
                                                                                           
                                                                                           
                                                                                           
                                                                                           
                                                                                           
                                                                                           
                                                                                           
                                                                                           
                                                                                           
           UNISEX                                                                          
                                                                                           
- -------------------------------------------------------------------------------------------
43233    GROUP USA             5,003       5,003       Primary      8/30/95     12/31/2005 
                                                       ----------------------------------- 
         WOMENS READY TO WEAR                                                              
                                                                                           
- -------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                  MINIMUM RENT                                        BREAKPOINTS                   
                                                                                    L/Y                         ANN         PSF     
SPACE    TENANT                TERM   START       /MO         /YEAR       PSF     RPT  MO   TERM    START       BKPT        BKPT    
====================================================================================================================================
<S>      <C>                   <C>   <C>         <C>        <C>          <C>       <C> <C>    <C>  <C>         <C>          <C>
43219    BROOKS BROTHERS       P     6/19/96     4,796.00    57,552.00   11.85     M   Jan    P     6/19/96    2,751,733    566.67  
                                     2/1/97      6,879.33    82,551.96   17.00                1    4/2/2001    3,075,467    633.33  
                                     4/1/2001    7,688.67    92,264.04   19.00                2    4/1/2006    3,399,200    700.00  
                                     4/1/2006    8,498.00   101,976.00   21.00                --------------------------------------
                               ---------------------------------------- ------                                                      
                                                                                                                                    
           UNISEX                                                                                                                   
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43221    BANISTER SHOES        P    7/9/93     11,230.35   134,764.20    15.25     A   Jan    P    7/9/93      4,492,143    508.33  
                               P    7/9/94     12,334.98   148,019.76    16.75                P    7/9/94      4,933,992    558.33  
                               P    7/9/97     13,623.71   163,484.52    18.50                P    7/9/97      5,449,484    616.67  
                               *    7/9/2001   14,728.33   176,739.96    20.00                1    7/9/98      5,449,484    616.67  
                               ---------------------------------------- ------                --------------------------------------
                                                                                                                                    
           SHOES                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43225    HE-RO                 P    8/1/96      4,514.00    54,168.00    12.00     M   Jan    *    1/1/92        677,100    150.00  
                               ---------------------------------------- ------                *    1/1/92      1,052,100    233.07  
                                                                                              --------------------------------------
           WOMENS READY TO WEAR                                                                                                     
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43227    FIRST CHOICE                                                              M   Jan    P    7/31/91             0      0.00  
                                                                                              P    7/13/91       454,000    122.60  
                                                                                              P    7/13/91       600,000    162.03  
                                                                                              P    7/13/91     1,000,000    270.05  
           WOMENS READY TO WEAR                                                               --------------------------------------
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43231    NAUTICA               *    11/20/95    4,166.67    50,000.04    9.46 *    M   Nov    P    11/20/95    1,111,111    210.16  
                               P      3/1/96    4,166.67    50,000.04    9.46 *               P    11/20/95    3,000,000    567.43  
                               ---------------------------------------- ------                P    11/20/95    3,500,000    862.00  
                                                                                              P    11/20/95    4,000,000    756.57  
                                                                                              P    11/20/2001  1,444,444    273.21  
                                                                                              P    11/20/2001  3,000,000    567.43  
                                                                                              P    11/20/2001  3,500,000    662.00  
                                                                                              P    11/20/2001  4,000,000    756.57  
                                                                                              P    11/20/2007  1,666,667    315.24  
                                                                                              P    11/20/2007  3,000,000    567.43  
                                                                                              P    11/20/2007  3,500,000    662.00  
           UNISEX                                                                             P    11/20/2007  4,000,000    756.57  
                                                                                              --------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
43233    GROUP USA                                                                 N   Jan                                          
                                                                                                                                    
         WOMENS READY TO WEAR                                                                                                       
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                                                       CURRENT MO CHARGES                             RENT MEMO
                                                                                             ANN
SPACE    TENANT                  %        C    F   T       STARTS       $/MO        $/YR     PSF
==================================================================================================================================
<S>      <C>                    <C>      <C>   <C> <C>      <C>     <C>         <C>          <C>
43219    BROOKS BROTHERS        3.00%    MIN   M   Step     2/1/97   6,879.33    82,551.96   17.00
                                3.00%    CAM   M   Cap      1/1/97   4,241.00    50,892.00   10.48
                                3.00%    TAX   M   Cap      1/1/97   1,565.00    18,780.00    3.87
                              -------    PRO   M   CStep    1/1/97     416.00     5,001.37    1.03
                                         OCC   M   Step     1/1/97     582.72     6,992.64    1.44
                                                                    ----------  ----------   -----
           UNISEX                                           TOTAL   13,684.83   164,217.97   33.82
                                         ---------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
43221    BANISTER SHOES         3.00%    MIN   M   Step     7/9/94  12,334.98   148,019.76   16.75
                                3.00%    CAM   M   CStep    1/1/97   4,800.67    57,607.32    6.52
                                3.00%    TAX   M   CStep    1/1/97   2,400.30    28,803.60    3.26
                                3.00%    PRO   M   CStep    1/1/97   1,200.16    14,401.86    1.63
                               ------    OCC   M   Step     1/1/97   1,060.44    12,725.26    1.44
                                                                    ----------  ----------   -----
           SHOES                                            TOTAL   21,796.48   251,557.81   29.60
                                         ---------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
43225    HE-RO                  8.00%    NLI   M   Step     1/1/97   4,514.00    54,168.00   12.00
                               10.00%    OCC   M   Step     1/1/97     541.68     6,500.16    1.44
                               ------                               ----------  ----------   -----
         WOMENS READY TO WEAR                               TOTAL    5,055.68    60,666.16   13.44
                                         ---------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
43227    FIRST CHOICE           7.00%    CAM   M   Cap      1/1/97   1,301.00    15,612.00    4.22
                                6.00%    TAX   M   Est      1/1/97     435.00     5,220.00    2.61    Tenant pays percent of rent 
                                5.00%    OCC   M   Step     1/1/97     444.36     5,332.32    1.44    in lieu of min rent plus CAM
                                4.00%                               ----------  ----------   -----    & Tax, no % rent due        
         WOMENS READY TO WEAR  ------                       TOTAL    2,180.36    26,164.32    8.27
                                         ---------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
43231    NAUTICA                4.50%    NLI   M   Step     1/1/97   4,168.67    50,000.04    8.16
                                3.50%    OCC   M   Step     1/1/97     634.44     7,613.28    1.44
                                3.00%                               ----------  ----------   -----
                                2.00%                       TOTAL    4,801.11    57,613.32    9.62
                                4.50%    ---------------------------------------------------------
                                3.50%
                                3.00%
                                2.00%
                                4.50%
                                3.50%
                                3.00%
           UNISEX               2.00%
                              -------
- ----------------------------------------------------------------------------------------------------------------------------------
43233    GROUP USA                       NLI   M   Step     1/1/97   8,250.00    99,000.00   19.79
                                                                    ----------  ----------   -----
         WOMENS READY TO WEAR                               TOTAL    8,250.00    99,000.00   19.79
                                         ---------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------

Run Date 3/31/97 10:24:43 AM   Run By     barbie       Franklin Mills                                                         PAGE 9
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                    *v = Sq Ft has been verified LEASE TERMS
                              LEASABLE RENTABLE                                            
SPACE    TENANT               SQ FT       SQ FT V*     TERM         START        END       
===========================================================================================
<S>      <C>                  <C>         <C>          <C>           <C>        <C>        
43235    BUGLE BOY OUTLET     8,971       8,971        Primary       5/11/89    5/31/2000  
                                                       1st Option    6/1/2000   5/31/2005  
                                                       ----------------------------------- 
                                                                                           
                                                                                           
                                                                                           
           UNISEX                                                                          
                                                                                           
- -------------------------------------------------------------------------------------------
43307    GUESS?               7,289       7,289        Primary       5/24/93    1/31/95    
                                                       1st Option    2/1/95     1/31/2000  
                                                       ----------------------------------- 
                                                                                           
                                                                                           
                                                                                           
           UNISEX                                                                          
                                                                                           
- -------------------------------------------------------------------------------------------
43309    BALLY OF SWITZERLAND 5,450       5,450        Primary       5/11/89    5/10/99    
                                                       ----------------------------------- 
                                                                                           
                                                                                           
                                                                                           
                                                                                           
           SHOES                                                                           
                                                                                           
- -------------------------------------------------------------------------------------------
43311    VAN HEUSEN           3,736       3,736        Primary       5/11/89    5/10/92    
                                                       1st Option    5/11/92    5/10/95    
                                                       2nd Option    5/11/95    5/10/99    
                                                       3rd Option    5/11/99    5/10/2004  
                                                       ----------------------------------- 
                                                                                           
           MENS READY TO WEAR                                                              
                                                                                           
- -------------------------------------------------------------------------------------------
43313    LESLIES HANDBAGS     1,636       1,636        Primary       5/11/89    5/10/99    
                                                       ----------------------------------- 
                                                                                           
                                                                                           
                                                                                           
                                                                                           
                                                                                           
           HANDBAGS, LEATHER                                                               
           & LUGGAGE                                                                       

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

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                  MINIMUM RENT                                        BREAKPOINTS                   
                                                                                    L/Y                         ANN         PSF     
SPACE    TENANT                TERM   START       /MO         /YEAR       PSF     RPT  MO   TERM    START       BKPT        BKPT    
====================================================================================================================================
<S>      <C>                   <C>   <C>       <C>          <C>           <C>      <C> <C>    <C>   <C>        <C>          <C>
43235    BUGLE BOY OUTLET              1/1/92  20,048.63    240,583.56    26.82    Q   Jan    P      5/11/89   6,060,000    431.65  
                                       6/1/94  23,059.06    276,708.72    30.84               P      5/11/89   6,395,778    455.57  
                               P       6/9/95  14,734.87    176,818.44    19.71               P      5/11/94   6,969,950    496.47  
                                       1/1/96  14,734.87    176,818.44    19.71               P      5/11/94   7,356,148    523.98  
                                     6/1/2000  16,207.61    194,491.32    21.88               P       6/9/95   4,393,852    489.78  
                               ---------------------------------------- ------                *     8/1/2000   4,833,014    538.74  
           UNISEX                                                                             --------------------------------------
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43307    GUESS?                1     2/1/95    10,238.65    122,863.92    16.86    M   Feb    P     10/1/93            0      0.00  
                               ---------------------------------------- -------               P      2/1/94            0      0.00  
                                                                                              1      2/4/95    3,071,000    421.32  
                                                                                              --------------------------------------
                                                                                                                                    
                                                                                                                                    
           UNISEX                                                                                                                   
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43309    BALLY OF SWITZERLAND        6/1/92     5,037.12     60,445.44    11.09    Q   Jan    P     5/11/89    1,400,000    256.88  
                                    5/11/98     5,450.00     65,400.00    12.00               P     5/11/92    1,525,000    279.82  
                               ---------------------------------------- -------               P     5/11/96    1,650,000    302.75  
                                                                                              --------------------------------------
                                                                                                                                    
                                                                                                                                    
           SHOES                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43311    VAN HEUSEN            P     5/11/89    5,806.37     69,676.44    18.65    M   Jan    P     5/11/89    1,143,900    306.18  
                               1     5/11/92    5,806.37     69,576.44    18.65               P     5/11/94    1,286,888    344.46  
                               1     5/11/94    6,538.00     78,456.00    21.00                     5/11/99    1,260,900    337.50  
                               2     5/11/95    5,806.37     69,676.44    18.65               --------------------------------------
                                     5/11/99    8,530.00     78,458.00    21.00                                                     
                               ---------------------------------------- -------                                                     
           MENS READY TO WEAR                                                                                                       
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43313    LESLIES HANDBAGS            1/1/93     3,732.76     44,793.12    27.38    Q   Jan    P     5/11/89      800,000    489.00  
                                     1/1/94     3,758.43     45,101.16    27.57               --------------------------------------
                                     5/1/94     3,983.05     47,796.60    29.22                                                     
                                     6/1/94     4,090.00     49,080.00    30.00                                                     
                               P     1/1/95     4,116.67     49,400.04    30.20                                                     
                               P     1/1/96     4,145.58     49,746.96    30.41                                                     
                               P     1/1/97     4,176.60     50,119.17    30.64                                                     
           HANDBAGS, LEATHER   P     1/1/98     4,145.58     49,746.96    30.41                                                     
           & LUGGAGE           ---------------------------------------- -------

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

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                                                       CURRENT MO CHARGES                             RENT MEMO
                                                                                              ANN
SPACE    TENANT                   %        C    F   T       STARTS       $/MO        $/YR     PSF
==================================================================================================================================
<S>      <C>                    <C>       <C>   <C> <C>      <C>      <C>        <C>          <C>
43235    BUGLE BOY OUTLET       4.00%     MIN   M   Step     1/1/96   14,734.87  176,818.44   19.71
                                5.00%     CAM   M   Est      1/1/97    8,186.00   98,232.00   10.95
                                4.00%     TAX   M   Est      1/1/97    3,095.00   37,140.00    4.14
                                5.00%     PRO   M   CStep    1/1/97    1,746.54   20,958.54    2.34
                                4.00%     OCC   M   Step     1/1/97    1,076.52   12,918.24    1.44
                                4.00%                                 ---------  ----------   -----
           UNISEX             -------                        TOTAL    28,838.93  346,067.72   38.58
                                          ---------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
43307    GUESS?                 0.00%     MIN   M   Step     2/1/95   10,238.66  122,863.92   16.86
                                0.00%     CAM   M   Est      1/1/97    6,651.00   79,812.00   10.95
                                4.00%     TAX   M   Est      1/1/97    2,515.00   30,180.00    4.14
                              -------     PRO   M   CStep    1/1/97    1,540.08   18,480.99    2.57
                                          OCC   M   Step     1/1/97      874.68   10,496.16    1.44
                                                                      ---------  ----------   -----
           UNISEX                                            TOTAL    21,819.42  261,833.07   35.98
                                          ---------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
43309    BALLY OF SWITZERLAND   4.00%     MIN   M   Step     5/11/96   5,450.00   65,400.00   12.00
                                4.00%     CAM   M   CStep    1/1/97    4,307.16   51,685.93    9.48
                                4.00%     TAX   M   Est      1/1/97    1,880.00   22,560.00    4.14
                              -------     PRO   M   CStep    1/1/97    1,742.19   20,906.23    3.84
                                          OCC   M   Step     1/1/97      654.00    7,848.00    1.44
                                                                      ---------  ----------   -----
           SHOES                                             TOTAL    14,033.35  168,400.16   30.90
                                          ---------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
43311    VAN HEUSEN             4.00%     MIN   M   Step     5/11/95   5,806.37   69,676.44   18.65
                                4.00%     CAM   M   Cap      1/1/97    2,532.00   30,384.00    8.13
                                4.00%     TAX   M   Est      1/1/97    1,108.00   13,296.00    3.56
                              -------     PRO   M   CStep    1/1/97    1,401.66   16,620.14    4.50
                                          OCC   M   Step     1/1/97      440.32    5,370.04    1.44
                                                                      ---------  ----------   -----
           MENS READY TO WEAR                                TOTAL    11,296.37  135,558.42   36.28
                                          ---------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
43313    LESLIES HANDBAGS       3.00%     MIN   M   CStep    1/1/97    4,176.60   50,119.17   30.64
                              -------     CAM   M   Est      1/1/97    1,493.00   17,916.00   10.95
                                          TAX   M   Est      1/1/97      564.00    6,768.00    4.14
                                          PRO   M   CStep    1/1/97      704.41    8,452.91    5.17
                                          OCC   M   Step     1/1/97      196.32    2,355.84    1.44
                                                                      ---------  ----------   -----
                                                             TOTAL     7,134.33   85,611.93   52.33
           HANDBAGS, LEATHER              ---------------------------------------------------------
           & LUGGAGE          

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

Run Date 3/31/97 10:24:41 AM   Run By     barbie       Franklin Mills                                                        PAGE 10
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                    *v = Sq Ft has been verified LEASE TERMS
                              LEASABLE RENTABLE                                            
SPACE    TENANT               SQ FT       SQ FT V*     TERM         START        END       
===========================================================================================
<S>      <C>                  <C>         <C>          <C>          <C>         <C>        
43316    EARRING WORLD        1,021       1,021        Primary      5/5/95      5/4/2000   
                                                       ----------------------------------- 
                                                                                           
                                                                                           
                                                                                           
                                                                                           
           JEWELRY                                                                         
                                                                                           
- -------------------------------------------------------------------------------------------
43317    ACCENT ON ANIMALS      881         881        Primary      5/11/89     4/30/96    
                                                       Primary      5/1/96      12/31/97   
                                                      -----------------------------------  
                                                                                           
                                                                                           
                                                                                           
           CARDS & GIFTS                                                                   
                                                                                           
- -------------------------------------------------------------------------------------------
43321    ALDO FOR LESS        2,636       2,636        Primary      10/19/95    10/18/2000 
                                                       1st Option   10/19/2000  10/18/2005 
                                                       ----------------------------------- 
                                                                                           
                                                                                           
                                                                                           
           SHOES                                                                           
                                                                                           
- -------------------------------------------------------------------------------------------
43325    INJEANIUS            2,122       2,122        Primary      5/24/92     5/14/93    
                                                       Primary      5/15/93     2/29/96    
                                                       Primary      3/1/96      2/28/99    
                                                       1st Option   3/1/99      2/28/2001  
                                                       ----------------------------------- 
                                                                                           
           UNISEX                                                                          
                                                                                           
- -------------------------------------------------------------------------------------------
43327    CASUAL CORNER        4,559       4,559        Primary      3/25/94     2/28/95    
                                                       1st Option   3/1/95      2/28/98    
                                                       2nd Option   3/1/98      2/28/2001  
                                                       3rd Option   3/1/2001    2/28/2004  
                                                       ----------------------------------- 
                                                                                           
         WOMENS READY TO WEAR                                                              
                                                                                           
- -------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                  MINIMUM RENT                                        BREAKPOINTS                   
                                                                                    L/Y                         ANN         PSF     
SPACE    TENANT                TERM   START       /MO         /YEAR       PSF     RPT  MO   TERM    START       BKPT        BKPT    
====================================================================================================================================
<S>      <C>                    <C>   <C>        <C>         <C>         <C>       <C> <C>     <C>  <C>          <C>        <C> 
43316    EARRING WORLD          P     5/5/95     4,838.68    58,064.16   56.87     M   Jan     P    5/5/95       725,803    710.88  
                                ---------------------------------------- -----                 -------------------------------------
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
           JEWELRY                                                                                                                  
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43317    ACCENT ON ANIMALS           6/1/93     2,699.56     32,394.72   36.77     Q   Jan     P    5/11/97      600,000    681.04  
                                    5/11/95     2,828.11     33,937.32   36.52                 P    5/11/93      830,000    715.10  
                                P    5/1/96     2,643.00     31,716.00   36.00                 P    5/11/95      660,000    748.15  
                                ---------------------------------------- -----                 P     5/1/96      528,600    600.00  
                                                                                               -------------------------------------
                                                                                                                                    
           CARDS & GIFTS                                                                                                            
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43321    ALDO FOR LESS          P  10/19/95     4,632.66     57,991.92   22.00     M   Jan     P   10/19/95    1,159,840    440.00  
                                   10/19/98     5,272.00     63,264.00   24.00                       1/1/99    1,265,280    480.00  
                                 10/19/2002     5,711.33     68,535.96   26.00                 1   1/1/2003    1,370,720    520.00  
                                ---------------------------------------- -----                 -------------------------------------
                                                                                                                                    
                                                                                                                                    
           SHOES                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43325    INJEANIUS                   8/1/93     4,420.83     53,049.06   25.00     M   Jan     P    5/15/93      663,125    312.50  
                                P    3/1/95     5,495.36     65,944.32   31.08                 P     3/1/95      588,643    277.40  
                                     3/1/96     3,492.46     41,909.52   19.75                 P     3/1/96      838,190    395.00  
                                     3/1/99     3,713.50     44,562.00   21.00                 1     3/1/99      891,240    420.00  
                                ---------------------------------------- -----                 -------------------------------------
                                                                                                                                    
           UNISEX                                                                                                                   
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43327    CASUAL CORNER          P   3/25/94     8,655.00    103,860.00   22.78     M   Jan     P    3/25/94    1,367,750    300.01  
                                1    3/1/95     4,559.00     54,708.00   12.00                 1     3/1/95    1,367,700    300.00  
                                2    3/1/98     4,938.92     59,267.04   13.00                 2     3/1/98    1,481,675    325.00  
                                3  3/1/2001     5,318.83     63,825.96   14.00                 1   3/1/2001    1,505,650    350.00  
                                ---------------------------------------- -----                 -------------------------------------
                                                                                                                                    
         WOMENS READY TO WEAR                                                                                                       
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                                                       CURRENT MO CHARGES                             RENT MEMO
                                                                                              ANN
SPACE    TENANT                   %        C    F   T       STARTS       $/MO        $/YR     PSF
==================================================================================================================================
<S>      <C>                    <C>       <C>   <C> <C>      <C>       <C>        <C>         <C>
43316    EARRING WORLD          8.00%     MIN   M   Step     5/5/95    4,838.68   58,064.16   56.87
                              -------     CAM   M   Est      1/1/97      932.00   11,164.00   10.95
                                          TAX   M   Est      1/1/97      352.00    4,224.00    4.14
                                          PRO   M   CStep    1/1/97      360.38    4,324.34    4.24
                                          OCC   M   Step     1/1/97      122.52    1,470.24    1.44
                                                                      ---------  ----------   -----
           JEWELRY                                           TOTAL     6,605.56   79,266.74   77.64
                                          ---------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
43317    ACCENT ON ANIMALS      6.00%     MIN   M   Step     5/1/96    2,643.00   31,716.00   36.00
                                6.00%     CAM   M   Est      1/1/97      804.00    9,648.00   10.95
                                6.00%     TAX   M   Est      1/1/97      304.00    3,648.00    4.14
                                6.00%     PRO   M   Step     5/1/96      293.67    3,524.00    4.00
                              -------     OCC   M   Step     1/1/97      105.72    1,268.64    1.44
                                                                      ---------  ----------   -----
           CARDS & GIFTS                                     TOTAL     4,150.39   49,804.64   56.53
                                          ---------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
43321    ALDO FOR LESS          5.00%     MIN   M   Step     10/19/95  4,832.66   57,991.92   22.00
                                5.00%     CAM   M   Est      1/1/97    2,405.00   28,860.00   10.95
                                5.00%     TAX   M   Est      1/1/97      909.00   10,908.00    4.14
                              -------     PRO   M   CStep    1/1/97      735.29    8,823.44    3.35
                                          OCC   M   Step     1/1/97      316.32    3,795.84    1.44
                                                                      ---------  ----------   -----
           SHOES                                             TOTAL     9,198.27  110,379.20   41.88
                                          ---------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
43325    INJEANIUS              6.00%     MIN   M   Step     3/1/96    3,492.46   41,909.52   19.75
                                5.00%     CAM   M   Step     3/1/97    1,936.33   23,235.90   10.95
                                5.00%     TAX   M   Step     3/1/97      732.09    8,785.34    4.14
                                5.00%     PRO   M   CStep    3/1/97      429.82    5,157.84    2.43
                              -------     OCC   M   Step     3/1/96      254.64    3,055.58    1.44
                                                                      ---------  ----------   -----
           UNISEX                                            TOTAL     6,845.34   82,144.02   38.71
                                          ---------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
43327    CASUAL CORNER          4.00%     MIN   M   Step     3/1/95    4,559.00   54,708.00   12.00
                                4.00%     CAM   M   Est      1/1/97    4,160.00   49,920.00   10.95
                                4.00%     TAX   M   Est      1/1/97    1,573.00   18,878.00    4.14
                                4.00%     PRO   M   Step     3/1/95    1,100.75   13,677.00    3.00
                              -------     OCC   M   Step     1/1/97      547.08    6,564.96    1.44
                                                                      ---------  ----------   -----
         WOMENS READY TO WEAR                                TOTAL    11,978.83  143,745.96   31.53
                                          ---------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------


Run Date 3/31/97 10:24:52 AM   Run By     barbie       Franklin Mills                                                        PAGE 11
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                    *v = Sq Ft has been verified LEASE TERMS
                              LEASABLE RENTABLE                                            
SPACE    TENANT               SQ FT       SQ FT V*     TERM         START        END       
===========================================================================================
<S>      <C>                   <C>         <C>         <C>          <C>         <C>        
43329    CASUAL MALE BIG & TAL 4,011       4,011       Primary      6/28/90     6/27/2000  
                                                       1st Option   6/29/2000   6/27/2005  
                                                       ----------------------------------- 
                                                                                           
                                                                                           
                                                                                           
                                                                                           
           MENS READY-TO-WEAR                                                              
                                                                                           
- -------------------------------------------------------------------------------------------
43335    CARTERS CHILDRENSWE   4,812       4,812       Primary       11/19/95   11/30/2000 
                                                       1st Option   12/1/2000   11/30/2005 
                                                       ----------------------------------- 
                                                                                           
                                                                                           
                                                                                           
       CHILDRENS READY-TO-WEAR                                                             
                                                                                           
- -------------------------------------------------------------------------------------------
43337    CLAIRES               1,455       1,455       Primary        10/28/96  10/27/2001 
                                                       1st Option   10/28/2000  10/27/2006 
                                                       ----------------------------------- 
                                                                                           
                                                                                           
                                                                                           
           JEWELRY                                                                         
                                                                                           
- -------------------------------------------------------------------------------------------
43345    J RIGGINGS            1,827      11,827       Primary         1/13/96    12/31/96 
                                                       ------------------------------------
                                                                                           
Holdover MENS READY-TO-WEAR                                                                
                                                                                           
- -------------------------------------------------------------------------------------------
43349    PAUL HARRIS           6,284       6,284       Primary        10/26/94     1/31/96 
                                                       ----------------------------------- 
Holdover WOMENS READY-TO-WEAR                                                              
                                                                                           
- -------------------------------------------------------------------------------------------
43351    RACK ROOM             5,409       5,409       Primary         5/11/89    5/10/94  
                                                       1st Option      5/11/94    5/10/99  
                                                       ------------------------------------
                                                                                           
                                                                                           
                                                                                           
           SHOES                                                                           
                                                                                           
- -------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                  MINIMUM RENT                                        BREAKPOINTS                   
                                                                                    L/Y                         ANN         PSF     
SPACE    TENANT                TERM   START       /MO         /YEAR       PSF     RPT  MO   TERM    START       BKPT        BKPT    
====================================================================================================================================
<S>      <C>                   <C>  <C>         <C>          <C>         <C>       <C> <C>    <C>    <C>       <C>          <C>
43329    CASUAL MALE BIG & TAL         1/1/92   5,849.38     70,192.56   17.50     M   Jan    P      6/28/90   1,500,000    373.97  
                                     1/1/2000   5,849.38     70,192.56   17.50                --------------------------------------
                                    6/28/2010   7,353.50     88,242.00   22.00                                                      
                                ---------------------------------------- -----                                                      
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
           MENS READY-TO-WEAR                                                                                                       
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43335    CARTERS CHILDRENSWE    P     11/19/95  6,817.00     81,804.00   17.00     M   Jan    P     11/19/95   1,636,060    340.00  
                                       12/1/98  7,218.00     86,616.00   18.00                P      12/1/98   1,732,320    360.00  
                                     12/1/2000  8,020.00     96,240.00   20.00                1    12/1/2000   1,924,800    400.00  
                                ---------------------------------------- -----                --------------------------------------
                                                                                                                                    
                                                                                                                                    
       CHILDRENS READY-TO-WEAR                                                                                                      
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43337    CLAIRES                P     10/28/96  3,273.75     39,285.00   27.00     M   Jan    P       10/28/96   561,214    385.71  
                                      10/28/98  3,880.00     46,580.00   32.00                P       10/28/98   665,143    457.14  
                                    10/28/2001  4,122.50     49,470.00   34.00                1     10/28/2001   706,714    485.71  
                                ---------------------------------------- -----                --------------------------------------
                                                                                                                                    
                                                                                                                                    
           JEWELRY                                                                                                                  
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43345    J RIGGINGS             P    1/13/96    2,592.76     31,113.12    2.63     M   Jan    P     1/13/96    1,600,000    135.28  
                                P     3/1/96    2,580.76     30,969.12    2.62                --------------------------------------
                                *     1/1/97    2,580.76     30,969.12    2.62                                                      
HOLDOVER MENS READY-TO-WEAR   ---------------------------------------- -------                                                      
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43349    PAUL HARRIS                                                               Z   Jan    P     10/26/94           0      0.00  
                                                                                              *       2/1/96           0      0.00  
HOLDOVER WOMENS READY-TO-WEAR                                                                 *       3/1/96           0      0.00  
                                                                                              --------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
43351    RACK ROOM                    6/1/92    8,434.38    101,212.56   18.71     Q   Jan    P     5/12/92    1,686,675    311.86  
                                     5/11/95    9,446.50    113,358.00   20.96                1     5/12/95    1,889,300    349.29  
                                ---------------------------------------- -----                --------------------------------------
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
           SHOES                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                                                       CURRENT MO CHARGES                             RENT MEMO
                                                                                             ANN
SPACE    TENANT                  %        C    F   T       STARTS       $/MO        $/YR     PSF
====================================================================================================================================
<S>      <C>                    <C>      <C>   <C> <C>      <C>      <C>        <C>          <C>
43329    CASUAL MALE BIG & TAL  4.00%    MIN   M   Step     1/1/92    5,849.38   70,192.58   17.50
                              -------    CAM   M   Est      1/1/97    3,660.00   43,920.00   10.95
                                         TAX   M   Est      1/1/97    1,324.00   15,888.00    3.96
                                         PRO   M   CStep    1/1/97      746.92    8,963.09    2.23
                                         BUS   M   Step     4/1/96       81.30      975.60    0.24
                                         OCC   M   Step     1/1/97      481.32    5,775.84    1.44
                                                                     ---------  ----------   -----
           MENS READY-TO-WEAR                               TOTAL    12,142.92  145,715.09   36.32
                                         ---------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
43335    CARTERS CHILDRENSWE    5.00%    MIN   M   Step     11/19/95  6,817.00   81,804.00   17.00
                                5.00%    CAM   M   Cap        1/1/97  4,203.00   50,436.00   10.48
                                5.00%    TAX   M   Est        1/1/97  1,588.00   19,056.00    3.98
                              -------    PRO   M   CStep      1/1/97  1,273.82   15,285.79    3.18
                                         OCC   M   Step       1/1/97    577.44    6,929.28    1.44
                                                                     ---------  ----------   -----
       CHILDRENS READY-TO-WEAR                              TOTAL    14,459.26  173,511.07   36.06
                                         ---------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
43337    CLAIRES                7.00%    MIN   M   Step     10/28/96  3,273.75   39,285.00   27.00
                                7.00%    CAM   M   Step       1/1/97  1,327.69   15,932.25   10.95
                                7.00%    TAX   M   Est        1/1/97    501.98    6,023.70    4.14
                              -------    PRO   M   Step     10/28/96    485.00    5,820.00    4.00
                                         OCC   M   Step       1/1/97    174.60    2,095.20    1.44
                                                                     ---------  ----------   -----
           JEWELRY                                          TOTAL     5,763.02   69,158.15   47.53
                                         ---------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
43345    J RIGGINGS             3.00%    MIN   M   Step     3/1/96H   2,580.76   30,969.12    2.62
                              -------    OCC   M   Step     3/1/96H   1,419.24   17,030.88    1.44
                                                                     ---------  ----------   -----
HOLDOVER MENS READY TO WEAR                                 TOTAL     4,000.00   48,000.00    4.06
                                         ---------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
43349    PAUL HARRIS           10.00%    OCC   M   Step     1/1/95 H    754.44    9,053.28    1.44
                               10.00%                                ---------  ----------   -----
HOLOVER  WOMENS READY TO WEAR  10.00%                       TOTAL       754.44    9,053.28    1.44
                              -------    ---------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
43351    RACK ROOM              3.00%    MIN   M   Step     5/11/95   9,446.50  113,358.00   20.96
                                3.00%    CAM   M   CStep     1/1/97   2,690.05   32,280.59    5.97
                              -------    TAX   M   Est       1/1/97   1,785.00   21,420.00    3.96
                                         PRO   M   CStep     1/1/97   1,729.10   21,749.14    3.84
                                         OCC   M   Step      1/1/97     649.08    7,788.96    1.44
                                                                     ---------  ----------   -----
           SHOES                                            TOTAL    16,299.72  195,596.70   36.16
                                         ---------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------

Run Date 3/31/97 10:24:57 AM   Run By     barbie       Franklin Mills                                                        PAGE 12
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                    *v = Sq Ft has been verified LEASE TERMS
                              LEASABLE RENTABLE                                            
SPACE    TENANT               SQ FT       SQ FT V*     TERM         START        END       
===========================================================================================
<S>      <C>                     <C>       <C>          <C>         <C>         <C>        
43429    DOLLAR MANIA            5,207     5,207        Primary     9/21/96     8/31/97    
                                                        ---------------------------------- 
           SPECIALTY                                                                       
                                                                                           
- -------------------------------------------------------------------------------------------
43431    FARAONE ORIENTAL RUG    2,837     2,837        Primary     7/21/96     12/31/96   
                                                        ---------------------------------- 
                                                                                           
Holdover   TEMPORARY                                                                       
                                                                                           
- -------------------------------------------------------------------------------------------
43433    PHILLY LEATHER OUTLET   4,094     4,094       Primary      9/7/96      9/6/2001   
                                                       1st Option   9/7/2001    9/6/2006   
                                                       ----------------------------------  
                                                                                           
           HANDBAGS, LEATHER                                                               
           & LUGGAGE                                                                       

- -------------------------------------------------------------------------------------------
43435    QUAILS OUTLET           3,084     3,084       Primary      11/2/90     1/31/2001  
                                                       ----------------------------------  
                                                                                           
                                                                                           
           MENS READY TO WEAR                                                              
                                                                                           
- -------------------------------------------------------------------------------------------
43437    TOY WORKS              13,040    13,040       Primary      10/15/90    10/14/95   
                                                       1st Option   10/15/95    10/14/2000 
                                                       2nd Option   10/15/2000  10/14/2005 
                                                       ----------------------------------- 
           TOY & HOBBY                                                                     
                                                                                           
- -------------------------------------------------------------------------------------------
43441    WALL                    7,546     7,546       Primary      5/11/89     5/10/99    
                                                       --------------------------------    
                                                                                           
           BOOKS, RECORDS                                                                  
           & TAPES                                                                         
- -------------------------------------------------------------------------------------------
43443    MAGIC MOMENTS           1,294     1,294       Primary      10/1/96     1/1/97     
                                                       --------------------------------    
Holdover   TEMPORARY                                                                       
                                                                                           
- -------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                  MINIMUM RENT                                        BREAKPOINTS                   
                                                                                    L/Y                         ANN         PSF     
SPACE    TENANT                TERM   START       /MO         /YEAR       PSF     RPT  MO   TERM    START       BKPT        BKPT    
====================================================================================================================================
<S>      <C>                   <C>   <C>        <C>         <C>          <C>       <C> <C>    <C>   <C>           <C>       <C>
43429    DOLLAR MANIA          P     9/21/96    6,128.21    73,538.52    14.12     Z   Jan    P     9/21/96       0         0.00    
                               ----------------------------------------- -----                --------------------------------------
                                                                                                                                    
           SPECIALTY                                                                                                                
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43431    FARAONE ORIENTAL RUG                                                      Z   Jan    P     7/21/96      180,000     63.45  
                                                                                              P     8/21/96      240,000     84.60  
                                                                                              --------------------------------------
                                                                                                                                    
Holdover   TEMPORARY                                                                                                                
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43433    PHILLY LEATHER OUTLET P       9/7/96   5,458.67    65,504.04    16.00     M   Jan    P       9/7/96   1,091,733    266.67  
                                       9/7/98   6,141.00    73,692.00    18.00                P       9/7/98   1,228,200    300.00  
                                     9/7/2001   6,823.33    81,879.96    20.00                1     9/7/2001   1,364,667    333.33  
                                     9/7/2003   7,505.67    90,068.04    22.00                1     9/7/2003   1,501,133    366.67  
                               ----------------------------------------- -----                --------------------------------------
                                                                                                                                    
           HANDBAGS, LEATHER                                                                                                        
           & LUGGAGE                                                                                                                

- ------------------------------------------------------------------------------------------------------------------------------------
43435    QUAILS OUTLET                1/1/92    4,936.75    59,241.00    19.21     M   Jan    P     11/2/90      759,500    246.27  
                                     11/1/93    5,487.39    65,848.68    21.35                --------------------------------------
                                      1/1/93    5,506.38    68,076.56    21.43                                                      
                                     11/2/97    6,139.29    73,671.48    23.89                                                      
                               ----------------------------------------- -----                                                      
                                                                                                                                    
           MENS READY TO WEAR                                                                                                       
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43437    TOY WORKS                   11/1/92    14,191.83   170,301.96   13.06     M   Jan    P       10/15/90 5,559,387    426.33  
                                    10/15/95    16,354.33   196,251.96   15.05                P       10/15/92 5,878,747    435.33  
                                  10/15/2000    18,527.67   222,332.04   17.05                1       10/15/95 6,541,734    501.67  
                               ----------------------------------------- -----                2     10/15/2000 7,411,067    568.33  
                                                                                              --------------------------------------
                                                                                                                                    
           TOY & HOBBY                                                                                                              
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43441    WALL                  P     5/11/89    15,720.83   188,649.96   25.00     Q   Jan    P     5/11/89    3,800,000    503.58  
                               P     5/11/94    17,689.08   212,268.96   28.13                --------------------------------------
                               ----------------------------------------- -----                                                      
                                                                                                                                    
           BOOKS, RECORDS                                                                                                           
           & TAPES                                                                                                                  
- ------------------------------------------------------------------------------------------------------------------------------------
43443    MAGIC MOMENTS                                                             N   Jan                                          
                                                                                                                                    
Holdover   TEMPORARY                                                                                                                
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                                                       CURRENT MO CHARGES                             RENT MEMO
                                                                                              ANN
SPACE    TENANT                   %        C    F   T       STARTS       $/MO        $/YR     PSF
==================================================================================================================
<S>      <C>                    <C>       <C>   <C> <C>      <C>       <C>        <C>          <C>
43429    DOLLAR MANIA           4.00%     MIN   M   Step     9/21/96   6,128.21   73,538.52    14.12
                              -------     OCC   M   Step      1/1/97     629.88    7,558.56     1.45
                                                                      ---------  ----------  -------
           SPECIALTY                                         TOTAL     6,756.09   81,097.08    15.57
                                          ----------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
43431    FARAONE ORIENTAL RUG  10.00%     TLA   M   Step     9/1/96 H  2,000.00   24,000.00     8.46
                               10.00%                                 ---------  ----------  -------
                              -------                        TOTAL     2,000.00   24,000.00     8.46
                                          ----------------------------------------------------------
Holdover   TEMPORARY                                                                                
                                                                                                    
- ------------------------------------------------------------------------------------------------------------------
43433    PHILLY LEATHER OUTLET  6.00%     MIN   M   Step     9/7/96    5,458.67   65,504.04    16.00
                                6.00%     CAM   M   Est      1/1/97    3,736.00   44,832.00    10.95
                                6.00%     TAX   M   Est      1/1/97    1,412.00   16,944.00     4.14
                                6.00%     PRO   M   CStep    9/7/97    1,023.50   12,282.00     3.00
                              -------     OCC   M   Step     1/1/97      491.28    5,895.36     1.44
                                                                      ---------  ----------  -------
           HANDBAGS, LEATHER                                 TOTAL    12,121.45  145,457.40    35.53
           & LUGGAGE                      ----------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------
43435    QUAILS OUTLET          6.00%     MIN   M   Step     12/1/93   5,506.38   66,076.56    21.43
                              -------     CAM   M   Est       1/1/97   2,814.00   33,768.00    10.95
                                          TAX   M   Est       1/1/97   1,064.00   12,768.00     4.14
                                          PRO   M   CStep     1/1/97     990.41   11,884.92     3.85
                                          OCC   M   Step      1/1/97     170.08    4,440.00     1.44
                                                                      ---------  ----------  -------
           MENS READY TO WEAR                                TOTAL    10,748.07  128,938.44    41.81
                                          ----------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
43437    TOY WORKS              3.00%     MIN   M   Step     10/15/95 16,354.33  196,251.96    15.05
                                3.00%     CAM   M   CStep      1/1/97  7,145.13   85,741.61     8.58
                                3.00%     TAX   M   CStep      1/1/97    700.74    6,408.89     0.64
                                3.00%     PRO   M   CStep      1/1/97  1,749.99   20,999.91     1.61
                              -------     OCC   M   Step       1/1/97  1,564.80   18,777.60     1.44
                                                                      ---------  ----------  -------
           TOY & HOBBY                                       TOTAL    27,515.00  330,179.97    25.32
                                          ----------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
43441    WALL                   5.00%     MIN   M   Step     5/11/94  17,689.08  212,268.96    28.13
                              -------     CAM   M   Est       1/1/97   6,886.00   82,632.00    10.95
                                          TAX   M   Est       1/1/97   2,603.00   31,236.00     4.14
                                          PRO   M   CStep     1/1/96   1,100.46   13,205.52     1.75
                                          OCC   M   Step      1/1/97     905.52   10,866.24     1.44
                                                                      ---------  ----------  -------
           BOOKS, RECORDS                                    TOTAL    29,184.06  350,208.72    46.41
           & TAPES                        ----------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
43443    MAGIC MOMENTS                    TLA   M   Step     10/1/96 H 2,000.00   24,000.00    18.55
                                                                      ---------  ----------  -------
Holdover   TEMPORARY                                         TOTAL     2,000.00   24,000.00    18.55
                                          ----------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------

Run Date 3/31/97 10:25:41 AM   Run By     barbie       Franklin Mills                                                        PAGE 17
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                    *v = Sq Ft has been verified LEASE TERMS
                              LEASABLE RENTABLE                                            
SPACE    TENANT               SQ FT       SQ FT V*     TERM         START        END       
===========================================================================================
<S>      <C>                   <C>        <C>          <C>           <C>        <C>        
43444    VACANT                4,356      4,356                                            
                                                                                           
           VACANT                                                                          
                                                                                           
- -------------------------------------------------------------------------------------------
43445    VACANT                5,062      5,062                                            
                                                                                           
           VACANT                                                                          
                                                                                           
- -------------------------------------------------------------------------------------------
43446    VACANT                8,039      8,039                                            
                                                                                           
           VACANT                                                                          
                                                                                           
- -------------------------------------------------------------------------------------------
43448    AMERICAN EAGLE        2,094      2,094        Primary       3/7/97     4/6/97     
                                                       ----------------------------------  
           TEMPORARY                                                                       
                                                                                           
- -------------------------------------------------------------------------------------------
43449    VACANT                1,988      1,988                                            
                                                                                           
           VACANT                                                                          
                                                                                           
- -------------------------------------------------------------------------------------------
43451    WICKER DISCOUNT CENT  3,000      3,000        Primary      4/7/93      8/31/95    
                                                       Primary      7/1/96      6/30/97    
                                                       ----------------------------------  
           TEMPORARY                                                                       
                                                                                           
- -------------------------------------------------------------------------------------------
43453    GAMES N GADGETS       1,107      1,107        Primary      11/16/91    11/15/2001 
                                                       ----------------------------------- 
                                                                                           
                                                                                           
           TOY & HOBBY                                                                     
                                                                                           
- -------------------------------------------------------------------------------------------
43455    H & R BLOCK           1,281      1,281        Primary      10/14/96    4/30/98    
                                                       1st Option   5/1/98      4/30/2000  
                                                       ----------------------------------  
           NONREPORTING                                                                    
                                                                                           
- -------------------------------------------------------------------------------------------
43456    HAIRCUTTERY           1,056      1,056        Primary      5/11/89     5/10/99    
                                                       ----------------------------------  
                                                                                           
           SERVICES                                                                        
                                                                                           
- -------------------------------------------------------------------------------------------
43457    AFFORDABLE AIRBRUSHI  1,478      1,478        Primary      9/16/96     1/31/97    
                                                       ----------------------------------  
Holdover   TEMPORARY                                                                       
                                                                                           
- -------------------------------------------------------------------------------------------


<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                  MINIMUM RENT                                        BREAKPOINTS                   
                                                                                    L/Y                         ANN         PSF     
SPACE    TENANT                TERM   START       /MO         /YEAR       PSF     RPT  MO   TERM    START       BKPT        BKPT    
====================================================================================================================================
<S>      <C>                   <C>   <C>        <C>         <C>          <C>       <C> <C>    <C>    <C>       <C>          <C>
43444    VACANT                                                                    M   Jan                                          
                                                                                                                                    
           VACANT                                                                                                                   
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43445    VACANT                                                                    M   Jan                                          
                                                                                                                                    
           VACANT                                                                                                                   
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43446    VACANT                                                                    M   Jan                                          
                                                                                                                                    
           VACANT                                                                                                                   
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43448    AMERICAN EAGLE                                                            N   Jan                                          
                                                                                                                                    
           TEMPORARY                                                                                                                
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43449    VACANT                                                                    M   Jan                                          
                                                                                                                                    
           VACANT                                                                                                                   
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43451    WICKER DISCOUNT CENT  P     1/1/95     2,043.00    24,516.00     8.17     Z   Jan          9/29/93      216,000    124.86  
                               P     1/1/96     2,043.00    24,516.00     8.17                      9/1/94       216,000     72.00  
                               ----------------------------------------- -----                      1/1/96       216,000     72.00  
           TEMPORARY                                                                          --------------------------------------
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43453    GAMES N GADGETS             1/1/92     1,845.00    22,140.00    20.00     M   Jan    P     11/16/91     369,000    333.33  
                               ----------------------------------------- -----                P     11/16/94     461,250    416.67  
                                                                                              P     11/16/98     553,500    500.00  
                                                                                              --------------------------------------
           TOY & HOBBY                                                                                                              
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43455    H & R BLOCK           P     10/14/96   2,028.25    24,339.00    19.00     N   Jan                                          
                                       9/1/98   2,741.75    26,901.00    21.00                                                      
                               ----------------------------------------- -----                                                      
                                                                                                                                    
           NONREPORTING                                                                                                             
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43456    HAIRCUTTERY           P     5/11/89    2,112.00    25,344.00    24.00     Z   Jan    P     5/11/89      570,000    539.77  
                               P     5/11/91    2,200.00    26,400.00    25.00                --------------------------------------
                               P     5/11/93    2,288.00    27,456.00    26.00                                                      
                               P     5/11/95    2,376.00    28,512.00    27.00                                                      
                               P     5/11/97    2,464.00    29,568.00    28.00                                                      
                               ----------------------------------------- -----                                                      
           SERVICES                                                                                                                 
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43457    AFFORDABLE AIRBRUSHI                                                      Z   Jan    P     9/10/96      180,000    121.79  
                                                                                              P     11/1/96      300,000    202.98  
Holdover   TEMPORARY                                                                          P     1/1/97       180,000    121.79  
                                                                                              --------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                                                       CURRENT MO CHARGES                             RENT MEMO
                                                                                             ANN
SPACE    TENANT                  %        C    F   T       STARTS       $/MO        $/YR     PSF
=================================================================================================================
<S>      <C>                     <C>     <C>   <C> <C>      <C>      <C>        <C>          <C>    <C>
43444    VACANT                       
                                      
           VACANT                     
                                      
- -----------------------------------------------------------------------------------------------------------------
43445    VACANT                       
                                      
           VACANT                     
                                      
- -----------------------------------------------------------------------------------------------------------------
43446    VACANT                       
                                      
           VACANT                     
                                      
- -----------------------------------------------------------------------------------------------------------------
43448    AMERICAN EAGLE                  TLA   M   Step     3/7/97   4,000.00   48,000.00    22.92
                                                                    =========  ==========  =======
           TEMPORARY                                        TOTAL    4,000.00   48,000.00    22.92
                                         ---------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
43449    VACANT                                                                                   
                                                                                                  
           VACANT                                                                                 
                                                                                                  
- -----------------------------------------------------------------------------------------------------------------
43451    WICKER DISCOUNT CENT  10.00%    MIN   M   Step     7/1/96   2,043.00   24,516.00     8.17  Tenant's amount
                                5.00%    OCC   M   Step     1/1/97     360.00    4,320.00     1.44  for min rent
                                5.00%                               =========  ==========  =======  includes CAM, 
           TEMPORARY          -------                       TOTAL    2,403.00   28,836.00     9.61  tax & promo
                                         ---------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
43453    GAMES N GADGETS        6.00%    MIN   M   Step     1/1/92   1,845.00   22,140.00    20.00
                                6.00%    CAM   M   Est      1/1/97   1,010.00   12,120.00    10.95
                                6.00%    TAX   M   Est      1/1/97     382.00    4,584.00     4.14
                              -------    PRO   M   CStep    1/1/97     477.63    5,731.55     5.18
                                         OCC   M   Step     1/1/97     132.84    1,594.08     1.44
                                                                    =========  ==========  =======
           TOY & HOBBY                                      TOTAL    3,847.47   46,169.63    41.71
                                         ---------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
43455    H & R BLOCK                     MIN   M   Step     10/14/96 2,028.25   24,339.00    19.00
                                         OCC   M   Step       1/1/97   153.72    1,844.64     1.44
                                                                    =========  ==========  =======
                                                            TOTAL    2,181.97   26,183.64    20.44
           NONREPORTING                  ---------------------------------------------------------
                                                                                                  
- -----------------------------------------------------------------------------------------------------------------
43456    HAIRCUTTERY            6.00%    MIN   M   Step     5/11/95  2,378.00   28,512.00    27.00
                              -------    CAM   M   Est       1/1/97    984.00   11,568.00    10.95
                                         TAX   M   Est       1/1/97    364.00    4,368.00     4.14
                                         PRO   M   CStep     1/1/97    253.19    3,038.25     2.88
                                         OCC   M   Step      1/1/97    126.72    1,520.64     1.44
                                                                    =========  ==========  =======
           SERVICES                                         TOTAL    4,083.91   49,006.89    46.41
                                         ---------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
43457    AFFORDABLE AIRBRUSHI  10.00%    TLA   M   Step     1/1/97 H 1,500.00   18,000.00    12.18
                               10.00%                               =========  ==========  =======
Holdover   TEMPORARY           10.00%                       TOTAL    1,500.00   18,000.00    12.18
                              -------    ---------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------

Run Date 3/31/97 10:25:41 AM   Run By     barbie       Franklin Mills                                                        PAGE 18
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                 *v = Sq Ft has been verified                LEASE TERMS                                MINIMUM RENT                
                            LEASABLE RENTABLE                                                                                       
SPACE  TENANT               SQ FT       SQ FT V*   TERM         START        END       TERM   START     /MO         /YEAR       PSF 
====================================================================================================================================
<C>    <S>                  <C>         <C>        <C>          <C>         <C>        <C>   <C>      <C>         <C>          <C>  
43458  MARTINOS ITALIAN EATE   2,982    2,982      Primary      8/5/98    8/4/98            10/1/93   2,982.00    35,784.00   12.00
                                                   1st Option   8/5/98    8/5/98            
                                                                                       ---------------------------------------------
                                                                                                                                    
                                                                                                               
                                                                                                                                    
                                                                                                                                    
         RESTAURANT
- ------------------------------------------------------------------------------------------------------------------------------------
43501  CHINA BUDDHA INN     3,939       3,939      Primary      5/11/89  5/10/97             1/1/93   6,775.23   81,302,76   20.64
                                                   Primary      5/11/97  5/10/2002           1/1/94   6,961.58   83,538.96   21.21
                                                   1st Option   5/11/2002 5/102007           5/1/94   7,248.84   86,986.08   22.08
                                                                                             6/1/94   7/385.84   88,627.56   22.50
                                                                                       P     1/1/95   7,578.25   90,939.00   23.09
                                                                                       P     1/1/96   7,791.15   93,493.80   23.74
                                                                                       P     1/1/97   8,024.33   96,291.92   24.45
                                                                                       1  5/11/2002   7,221.50   86,658.00   22.00
         RESTAURANT
- ------------------------------------------------------------------------------------------------------------------------------------
43501A  ATM MACHINE           160          160
         NONREPORTING
- -----------------------------------------------------------------------------------------------------------------------------------
43502   EPISODE              1,449       1,449     Primary    11/1/96   12/31/97       P     11/1/96   1,745.00  20,940.00    14.45
                                                   ---------------------------------- ---------------------------------------------
            TEMPORARY                                                                                      
                                                                                                                              
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43503   P.S. PLUS SIZES      4,995       4,995     Primary      3/24/91   3/23/96             1/1/92  6,660.00    79,920.00   16.00
                                                   1st Option   3/24/96   3/23/2001           3/1/94  6,767.42    81,209.04   16.26
                                                   2nd Option   3/24/2001 3/23/2006           4/1/94  7,076.25    84,915.00   17.00
                                                   ----------------------------------        3/24/96  7,700.63    92,407.56   18.50
                                                                                             3/24/99  8,116.88    97,402.56   19.50
                                                                                           3/24/2001  8,116.88    97,402.56   19.50
                                                                                       ---------------------------------------------
                                                                                                                                    
        WOMENS READY TO WEAR                                                                          
- ------------------------------------------------------------------------------------------------------------------------------------
43507   PAYLESS SHOESSOURCE   3,714       3,714    Primary       6/16/89   6/15/99            9/1/92  7,851.19    94,214.28    25.37
                                                   1st Option   10/30/97    10/29/2002 P     6/16/95  8,790.65   105,487.80    28.40
                                                   ---------------------------------- ---------------------------------------------
                                                                                           
        SHOES                                                                                                         
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
                                                BREAKPOINTS                                              CURRENT MO CHARGES     
                              L/Y                         ANN         PSF                                                       
SPACE  TENANT               RPT  MO   TERM    START       BKPT        BKPT       %        C    F   T       STARTS       $/MO    
================================================================================================================================
<C>    <S>                   <C> <C>    <C>   <C>         <C>         <C>       <C>      <C>   <C> <C>     <C>       <C>        
43458 MARTINOS ITALIAN EATE  M   Jan    .     1/1/93      243,462     81.64     6.00%    MIN   M   Step    10/1/93    2,982.00  
                                        P     1/1/94      596,400    200.00     6.00%    CAM   M   Est      1/1/97    2,721.00  
                                        P     1/1/96      791,941    265.57     6.00%    TAX   M   Est      1/1/97    1,029.00  
                                        P     1/1/97      745,500    250.10     6.00%    PRO   M   CStep    1/1/97    1,032.69
                                        P     1/1/98      806,366    270.41     6.00%    OCC   M   Step     1/1/97      357.84  
                                        .     1/1/99      894,600    300.00     6.00%                                 ---------  
                                        .    1/1/2003     529,407    177.53     6.00%                        TOTAL     8,122.53 
                                        ---------------------------------------------                                             
                                                                                      ---------------------------------------------

- --------------------------------------------------------------------------------------------------------------------------------
43501 CHINA BUDDHA INN       Q   Jan    P     5/11/89       700,000   177.71   10.00%    MIN   M CStep     1/1/97     8,024.33  
                                        P     5/11/92       800,000   203.10   10.00%    CAM   M  Est      1/1/97     3,594.00  
                                        P     5/11/95       900,000   228.48   10.00%    TAX   M  Est      1/1/97     1,359.00  
                                        P     5/11/97       748,410   190.00   10.00%    PRO   M  CStep    1/1/97     1,407.79  
                                        1    5/11/2002      866,580   220.00   10.00%    OCC   M  Step     1/1/97       472.68  
                                        ---------------------------------------------                                ---------  
         RESTAURANT                                                                                         TOTAL    14,857.80  
                                                                                         ---------------------------------------

- --------------------------------------------------------------------------------------------------------------------------------
43501A ATM MACHINE           N   Jan 
            
            NONREPORTING                                                                ---------------------------------------
                                                                                         
- --------------------------------------------------------------------------------------------------------------------------------
43537  EPISODE               Z   Jan    P     11/1/96       349,000   240.86    6.00%    MIN   M  Step    11/1/96     1,745.00 
                                        ---------------------------------------------    CAM   M  Est      1/1/97     1,322.21  
            TEMPORARY                                                                    TAX   M  Est      1/1/97       499.91  
                                                                                         PRO   M  CStep    1/1/97       241.50  
                                                                                         OCC   M  Step     1/1/97       173.88  
                                                                                                                     ---------  
                                                                                                           TOTAL      3,982.50  
                                                                                         ---------------------------------------
                                                                                         
- --------------------------------------------------------------------------------------------------------------------------------
43503  P.S PLUS SIZES        Q   Jan    P     3/24/91     1,332,000   266.67    5.00%    MIN   M  Step    3/24/96     7,700.63  
                                        P     3/24/93     1,415,250   283.33    5.00%    CAM   M  Est      1/1/97     4,558.00  
                                        1     3/24/96     1,540,125   308.33    5.00%    TAX   M  Est      1/1/97     1,723.00  
                                        1     3/24/99     1,623,375   325.00    5.00%    PRO   M  CStep    1/1/97       808.16  
                                        ---------------------------------------------    OCC   M  Step     1/1/97       599.40  
                                                                                                                     ---------  
         WOMENS READY TO WEAR                                                                              TOTAL     15,389.19  
                                                                                         ---------------------------------------
                                                                                         
- --------------------------------------------------------------------------------------------------------------------------------
43507  PAYLESS SHOESOURCE    M   Jan    P     6/16/89     1,556,806   419.17    5.00%    MIN   M  Step    6/16/95     8,790.65  
                                        ---------------------------------------------    CAM   M  Est      1/1/97     2,938.00  
                                                                                         TAX   M  Est      1/1/97     1,111.00  
                                                                                         PRO   M  CStep    1/1/97     1,049.13  
                                                                                         OCC   M  Step     1/1/97       445.68  
                                                                                                                     ---------  
         SHOES                                                                                             TOTAL     14,334.46  
                                                                                         ---------------------------------------
                                                                                         
- --------------------------------------------------------------------------------------------------------------------------------

</TABLE>

- -------------------------------------------------------------
*v = Sq Ft has been verified                        RENT MEMO
                                         ANN
SPACE  TENANT                   $/YR     PSF
=============================================================
43458 MARTINOS ITALIAN EATE  35,784.00   12.00
                             32,652.00   10.95
                             12,348.00    4.14
                             12,392.26    4.16
                              4,294.08    1.44
     RESTAURANT             ----------   -----
                             97,470.34   32.69
                            ------------------

- -------------------------------------------------------------
43501  CHINA BUDDHA          96,291.92  24.45 
                             43,128.00  10.95
                             16,308.00   4.14
                             16,893.46   4.29 
                              5,672.16   1.44 
                            ----------  ----- 
         SHOES              178,293.54  45.26 
                            ------------------

- -------------------------------------------------------------
43501A  ATM MACHINES

            NONREPORTING
                            
- -------------------------------------------------------------
43502  EPISODE               20,940.00  14.45 
                             15,866.55  10.95
         TEMPORARY            5,998.86   4.14
                              2,898.00   2.00 
                              2,086.56   1.44 
                            ----------  ----- 
                             47,789.97  32.98 
                            ------------------
                            
- -------------------------------------------------------------
43503  P.S PLUS SIZES        92,407.56  18.50 
                             54,696.00  10.95
                             20,676.00   4.14
                              9,697.97   1.94 
                              7,192.80   1.44
                            ----------  ----- 
       WOMENS READY TO WEAR  184,670.33  36.97 
                            ------------------
                            
- -------------------------------------------------------------
43537 PAYLESS SHOESOURCE    105,487.80   28.40 
                             35,258.00   10.95 
         SHOES               13,332.00    4.14 
                             12,589.52    3.39 
                              5,348.18    1.44 
                            ----------  ----- 
                             172,013.48  48.32 
                            ------------------

Run Date 3/31/97 10:25:41 AM  Run By  barbie  Franklin Mills      PAGE 19
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                 *v = Sq Ft has been verified                LEASE TERMS                                MINIMUM RENT                
                            LEASABLE RENTABLE                                                                                       
SPACE  TENANT               SQ FT       SQ FT V*   TERM         START        END       TERM   START     /MO         /YEAR       PSF 
====================================================================================================================================
<C>    <S>                  <C>         <C>        <C>          <C>         <C>        <C> <C>        <C>         <C>          <C>  
43509  WALL                 5,684       5,684      Primary      8/17/90     8/16/2000         1/1/92 11,841.67   142,100.04    25.00
                                                   ----------------------------------        8/17/95 13,324.17   159,890.04    28.13
                                                                                           -----------------------------------------
         BOOKS, RECORDS & TAPES                                                                                                     
                                                                                                                                    
                                                                                                                                    

- ------------------------------------------------------------------------------------------------------------------------------------
43511  A FORMAL CELEBRATION  4,091      4,091      Primary     12/1/92     8/27/96           1/1/93  3,490.00    41,880.00     20.00
                                                   Primary     8/28/96     8/27/2001  P      3/1/96  3,490.00    41,880.00      8.00
                                                   1st Option  8/28/2001   5/10/97    P     8/28/96  7,500.17    90,002.04    22.00
                                                   2nd Option   5/11/97    8/27/2006        8/28/99  8,182.00    98,184.00    24.00
                                                   ----------------------------------     8/28/2001  8,863.83   106,365.96    26.00
                                                                                          8/28/2003  9,545.67   114,548.04    28.00 
                                                                                       ---------------------------------------------
        SPECIALTY                                                                                                                   
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43513  DRESS BARN            4,940      4,940      Primary      5/11/89      5/10/92       12/1/92    7,525.27    90,303.24    18.28
                                                   1st Option   5/11/92      5/10/99      1/1/2000    7,525.27    90,303.24    18.26
                                                   2nd Option   5/11/99      1/31/2005   5/11/2004    8,464.97   101,579.64    20.56
                                                   ----------------------------------  ---------------------------------------------
                                                                                                                                    
                                                                                                                                    
         WOMENS READY TO WEAR                                                                                
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43515   VACANT               3,088      3,088
                                         
            VACANT
- ------------------------------------------------------------------------------------------------------------------------------------
43515   VACANT               5,238      5,238
                                         
             VACANT

- ------------------------------------------------------------------------------------------------------------------------------------
43515   VACANT               4,970      4,970
                                         
            VACANT
- ------------------------------------------------------------------------------------------------------------------------------------
3515   VACANT                3,399      3,399
                                         
            VACANT

- ------------------------------------------------------------------------------------------------------------------------------------
43515   VACANT               3,088      3,088

            VACANT
- ------------------------------------------------------------------------------------------------------------------------------------
43515   VACANT               4,253      4,253

            VACANT
- ------------------------------------------------------------------------------------------------------------------------------------
43527   RADIO SHACK          3,438      3,4381     Primary       5/4/90     5/3/2000         6/1/93   4,165.20    49,982.40    14.54
                                                   ---------------------------------         5/1/97   4,587.91    55,054.92    16.01
                                                                                             6/1/97   4,633.20    55,598.40    16.17
                                                                                             ---------------------------------------
             SPECIALTY                                                                                                             
                                                                                                                                   
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                BREAKPOINTS                                              CURRENT MO CHARGES     
                            LEASABLE    L/Y                      ANN         PSF                                                    
SPACE  TENANT               SQ FT     RPT  MO   TERM    START    BKPT        BKPT      %        C    F   T       STARTS       $/MO  
====================================================================================================================================
<C>    <S>                  <C>        <C> <C>    <C> <C>        <C>         <C>      <C>      <C>   <C> <C>     <C>       <C>      
43509   WALLS               5,684      Q   Jan    P     8/17/90  2,803,500   493.23   5.00%    MIN   M   Step    8/17/95   13,324.17
                                                  P     8/17/95  3,154,480   554.98   5.00%    CAM   M   Est      1/1/97    5,187.00
                                                  -----------------------------------------    TAX   M   Est      1/1/97    1,961.00
                                                                                               PRO   M   Step     1/1/96    1,421.00
                                                                                               OCC   M   Step     1/1/97      682.08
         BOOKS, RECORDS & TAPES                                                                                            ---------
                                                                                                                  TOTAL    22,575.25
                                                                                               -------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
43511  A FORMAL CELEBRATION  4,091     Q   Jan    P     12/1/92    598,300   285.72   6.00%    MIN   M  Step    8/28/96    7,500.17
                                                  P     8/28/96  1,800,040   440.00   5.00%    CAM   M  Est      1/1/97     3,733.00
                                                  P     5/28/99  1,963,680   480.00   5.00%    TAX   M  Est      1/1/97     1,411.00
                                                  1    8/28/2001 2,127,320   520.00   5.00%    PRO   M  CSTEP    1/1/97     1,053.36
                                                  1    8/28/2003 2,290,960   560.00   5.00%    OCC   M  Step     1/1/97       490.92
                                                  -----------------------------------------                                ---------
                                                                                                                 TOTAL     14,188.45
                                                                                               -------------------------------------
         SPECIALTY                                                                             
                                                                                             
- ------------------------------------------------------------------------------------------------------------------------------------
43513   DRESS BARN           4,940     M   Jan    P    5/11/89   1,250,000   253.04   4.00%    MIN   M  Step    12/1/92     7,525.27
                                                  1   11/5/2000  1,406,250   284.67   4.00%    CAM   M  Cap      1/1/97     3,889.00
                                                  2  5/11/2000   1,582,030   320.25   4.00%    TAX   M  Cap      1/1/97     1,704.00
                                                  -----------------------------------------    PRO   M  CStep    1/1/97       782.73
                                                                                               OCC   M  Step     1/1/97       592.80
                                                                                                                           ---------
         WOMENS READY TO WEAR                                                                                    TOTAL     14,493.80
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
43515   VACANT               3,088     M    Jan
                                         
            VACANT
- ------------------------------------------------------------------------------------------------------------------------------------
43515   VACANT               5,238     M    Jan
                                         
             VACANT

- ------------------------------------------------------------------------------------------------------------------------------------
43515   VACANT               4,970     M    Jan
                                         
            VACANT
- ------------------------------------------------------------------------------------------------------------------------------------
3515   VACANT                3,399     M    Jan
                                         
            VACANT

- ------------------------------------------------------------------------------------------------------------------------------------
43515   VACANT               3,088     M    Jan

            VACANT
- ------------------------------------------------------------------------------------------------------------------------------------
43515   VACANT               4,253     M    Jan

            VACANT
- ------------------------------------------------------------------------------------------------------------------------------------
43527  RADIO SHACK          3,438      M   Jan    P    5/4/90    1,497,600   435.60   3.00%    MIN   M  Step     6/1/93     4,165.20
                                                  P    5/4/93    1,666,080   484.61   3.00%    CAM   M  Est      1/1/97     2,563.00
                                                  P    5/4/97    1,853,280   539.06   3.00%    TAX   M  Est      1/1/97       969.00
                                                 -----------------------------------------     PRO   M  CStep    1/1/97       862.42
                                                                                               OCC   M  Step     1/1/97     4,950.72
                                                                                                                          ---------
        SPECIALTY                                                                                               TOTAL      8,972.18
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- -----------------------------------------------------------------------
*v = Sq Ft has been verified                                  RENT MEMO
                            LEASABLE               ANN
SPACE  TENANT               SQ FT         $/YR     PSF
=======================================================================
43509  WALL                 5,684     159,890.04   28.13
                                       62,244.00   10.95
                                       23,532.00    4.14
                                       17,052.25    3.00
                                        8,184.96    1.44
         BOOKS, RECORDS & TAPES       ----------   -----
                                      270,903.00   47.66
                                     -------------------

- -----------------------------------------------------------------------
43511  A FORMAL CELEBRATION 4,091      90,002.04  22.00 
                                       44,796.00  10.95
                                       16,932.00   4.14
                                       12,640.31   3.09 
                                        5,891.04   1.44 
                                      ----------  ----- 
            SPECIALTY                  170,261.39  41.62 
                                     -------------------
                                     
- -----------------------------------------------------------------------
43513  DRESS BARN           4,940      90,303.24  18.28 
                                       46,668.00   9.45
                                       20,448.00   4.14
                                        9,392.70   1.90 
                                        7,133.60   1.44 
                                      ----------  ----- 
    WOMENS READY TO WEAR              173,925.54  35.21 
                                     -------------------
                        
- --------------------------------------------------------------------------------
43515   VACANT               3,088
                             
            VACANT
- --------------------------------------------------------------------------------
43515   VACANT               5,238
                             
             VACANT

- --------------------------------------------------------------------------------
43515   VACANT              4,970
                            
            VACANT
- --------------------------------------------------------------------------------
3515   VACANT                3,399     
                                         
            VACANT

- --------------------------------------------------------------------------------
43515   VACANT               3,088     

            VACANT
- --------------------------------------------------------------------------------
43515   VACANT               4,253    
            VACANT

- -----------------------------------------------------------------------
43527  RADIO SHACK           3,438     49,982.40  14.54 
                                       30,756.00  10.95
                                       11,628.00   4.14
                                       10,349.05   3.01 
                                        4,950.72   1.44 
                                      ----------  ----- 
         SPECIALTY                    107,666.17  34.08 
                                     -------------------
                                     
- -----------------------------------------------------------------------
43607  MARINA               3,533       4,828.32   1.44
                                      ----------  -----
                                        4,828.32   1.44
         TEMPORARY                   -------------------
                                     
- -----------------------------------------------------------------------
43611  TROPIK SUN FRUIT & NUT 761      52,318.68  68.75 
                                        8,328.00  10.95
                                        3,156.00   4.14
                                        5,294.41   6.96 
                                        1,095.84   1.44 
                                      ----------  ----- 
         FOOD SPECIALTY                70,192.93  92.24 
                                     -------------------
                                     
- -----------------------------------------------------------------------

Run Date 3/31/97 10:25:46 AM   Run By     barbie     Franklin Mills   PAGE 20
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                 *v = Sq Ft has been verified                LEASE TERMS                                MINIMUM RENT                
                            LEASABLE RENTABLE                                                                                       
SPACE  TENANT               SQ FT       SQ FT V*   TERM         START        END       TERM   START     /MO         /YEAR       PSF 
====================================================================================================================================
<C>    <S>                  <C>         <C>        <C>          <C>         <C>        <C>   <C>      <C>         <C>          <C>  
43529  IZOD                 3,967       3,967      Primary      5/11/89     5/31/99           7/1/92  5,950.50    71,406.00    18.00
                                                   1st Option   6/1/99      5/31/2004        5/11/96  6,611.67    79,340.04    20.00
                                                   ----------------------------------  1      6/1/99  6,887.50    82,530.00    20.80
                                                                                       ---------------------------------------------
                                                                                                                                    
         UNISEX                                                                                                                     
                                                                                                                                    
                                                                                                                                    

- ------------------------------------------------------------------------------------------------------------------------------------
43531  VACANT               
         VACANT             5,287       5,287                                                                                       

- ------------------------------------------------------------------------------------------------------------------------------------
43533  MARTYS WAREHOUSE OU  7,424       7,424      Primary      5/11/89     7/31/99           6/1/92  9,898.67   118,784.04    16.00
                                                   1st Option   8/1/99      7/31/2004        5/11/96 10,517.33   126,207.96    17.00
                                                   ----------------------------------         8/1/99 11,136.00   133,632.00    18.00
                                                                                            8/1/2002 11,754.67   141,056.04    19.00
                                                                                       ---------------------------------------------
                                                                                                                                    
         SHOES                                                                                                                      
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43537  AMERICAN OUTPOST     3,017       3,017      Primary      3/1/97      1/31/2000  P      3/1/97  5,279.75    63,357.00    21.00
                                                   1st Option   2/1/2000    7/31/2003         2/1/99  5,782.58    69,390.96    23.00
                                                   ----------------------------------       2/1/2000  6,285.42    75,425.04    25.00
                                                                                            2/1/2002  6,788.25    81,459.00    27.00
                                                                                       ---------------------------------------------
                                                                                                                                    
         UNISEX                                                                                                                     
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43539  JOCKEY               3,509       3,509      Primary      10/31/92    10/29/97         11/1/92  5,263.50    63,162.00    18.00
                                                   1st Option   10/30/97    10/29/2002 P    10/30/95  5,846.33    70,179.96    20.00
                                                   ----------------------------------       10/30/97  6,286.96    75,443.52    21.50
                                                                                          10/30/2000  6,275.58    80,706.96    23.00
                                                                                       ---------------------------------------------
                                                                                                                                    
         UNISEX                                                                                                                     
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
                                                BREAKPOINTS                                              CURRENT MO CHARGES     
                              L/Y                         ANN         PSF                                                       
SPACE  TENANT               RPT  MO   TERM    START       BKPT        BKPT       %        C    F   T       STARTS       $/MO    
================================================================================================================================
<C>    <S>                   <C> <C>    <C>   <C>         <C>         <C>       <C>      <C>   <C> <C>     <C>       <C>        
43529  IZOD                  M   Jan    P     5/11/89     1,572,000   396.27    4.00%    MIN   M   Step    5/11/96    6,611.67  
                                        P     5/11/92     1,768,000   445.68    4.00%    CAM   M   Est      1/1/97    3,620.00  
                                        P     5/11/96     1,965,000   495.34    4.00%    TAX   M   Est      1/1/97    1,369.00  
                                        1      6/1/99     2,063,250   520.10    4.00%    PRO   M   CStep    1/1/97    1,268.13  
                                        ---------------------------------------------    OCC   M   Step     1/1/97      476.04  
         UNISEX                                                                                                      ---------  
                                                                                                            TOTAL    13,344.84  
                                                                                         ---------------------------------------

- --------------------------------------------------------------------------------------------------------------------------------
43531  VACANT               
         VACANT              M   Jan

- --------------------------------------------------------------------------------------------------------------------------------
43533  MARTYS WAREHOUSE OU   M   Jan    P     5/11/89     2,812,500   378.84    4.00%    MIN   M  Step    5/11/96    10,517.33  
                                        P     5/11/92     3,000,000   404.09    4.00%    CAM   M  Est      1/1/97     6,774.00  
                                        P     5/11/96     3,187,500   429.35    4.00%    TAX   M  Est      1/1/97     2,561.00  
                                        1      8/1/99     3,375,000   454.61    4.00%    PRO   M  CStep    1/1/97     1,779.91  
                                        1    8/1/2002     3,562,500   479.86    4.00%    OCC   M  Step     1/1/97       890.88  
                                        ---------------------------------------------                                ---------  
         SHOES                                                                                             TOTAL     22,523.12  
                                                                                         ---------------------------------------
                                                                                         
- --------------------------------------------------------------------------------------------------------------------------------
43537  AMERICAN OUTPOST      M   Jan    P      3/1/97     1,267,140   420.00    5.00%    MIN   M  Step     3/1/97     5,279.75  
                                        P      1/1/99     1,387,820   460.00    5.00%    CAM   M  Est      3/1/97     2,753.01  
                                        P    2/1/2000     1,508,500   500.00    5.00%    TAX   M  Est      3/1/97     1,040.87  
                                        1    2/1/2002     1,629,180   540.00    5.00%    PRO   M  CStep    3/1/97       817.10  
                                        ---------------------------------------------    OCC   M  Step     3/1/97       362.04  
                                                                                                                     ---------  
         UNISEX                                                                                            TOTAL     10,252.77  
                                                                                         ---------------------------------------
                                                                                         
- --------------------------------------------------------------------------------------------------------------------------------
43537  JOCKEY                M   Jan    1    10/30/90     1,345,117   383.33    4.00%    MIN   M  Step   10/30/95     5,848.33  
                                        P    10/30/92     1,052,700   300.00    4.00%    CAM   M  Est      1/1/97     3,202.00  
                                        P    10/30/95     1,169,667   333.33    4.00%    TAX   M  Est      1/1/97     1,211.00  
                                        1    10/30/97     1,257,392   358.33    4.00%    PRO   M  CStep    1/1/97       841.30  
                                        ---------------------------------------------    OCC   M  Step     1/1/97       421.08  
                                                                                                                     ---------  
         UNISEX                                                                                            TOTAL     11,523.71  
                                                                                         ---------------------------------------
                                                                                         
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- -------------------------------------------------------------
*v = Sq Ft has been verified                        RENT MEMO
                                         ANN
SPACE  TENANT                   $/YR     PSF
=============================================================
43529  IZOD                  79,340.04   20.00
                             43,440.00   10.95
                             16,428.00    4.14
                             15,217.56    3.84
                              5,712.48    1.44
         UNISEX             ----------   -----
                            160,138.08   40.37
                            ------------------

- -------------------------------------------------------------
43531  VACANT               
         VACANT             

- -------------------------------------------------------------
43533  MARTYS WAREHOUSE OU  126,207.96  17.00 
                             81,288.00  10.95
                             30,732.00   4.14
                             21,358.94   2.88 
                             10,690.56   1.44 
                            ----------  ----- 
         SHOES              270,277.46  36.41 
                            ------------------
                            
- -------------------------------------------------------------
43537  AMERICAN OUTPOST      63,357.00  21.00 
                             33,036.15  10.95
                             12,490.38   4.14
                              9,805.25   3.25 
                              4,344.48   1.44 
                            ----------  ----- 
         UNISEX             123,033.28  40.78 
                            ------------------
                            
- -------------------------------------------------------------
43537  JOCKEY                70,179.96  20.00 
                             38,424.00  10.95
                             14,532.00   4.14
                             10,095.56   2.88 
                              5,052.96   1.44 
                            ----------  ----- 
         UNISEX             138,284.48  39.41 
                            ------------------
                            
- -------------------------------------------------------------

Run Date 3/31/97 10:25:41 AM  Run By  barbie  Franklin Mills      PAGE 21
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                 *v = Sq Ft has been verified                LEASE TERMS                                MINIMUM RENT                
                            LEASABLE RENTABLE                                                                                       
SPACE  TENANT               SQ FT       SQ FT V*   TERM         START        END       TERM   START     /MO         /YEAR       PSF 
====================================================================================================================================
<C>    <S>                  <C>         <C>        <C>          <C>         <C>        <C> <C>        <C>         <C>          <C>  
43543  AMERICAN TOURISTER   2,897       2,897      Primary      8/27/96     8/26/2001  P     8/27/96  4,828.24    57,940.08    20.00
                                                   1st Option   8/27/2001   8/26/2006        8/27/98  5,311.17    63,734.04    22.00
                                                   ----------------------------------      8/27/2001  5,794.00    69,528.00    24.00
                                                                                           8/27/2003  6,276.84    75,322.08    26.00
                                                                                       ---------------------------------------------
         HANDBAGS, LEATHER & LUGGAGE                                                                                                
                                                                                                                                    
                                                                                                                                    

- ------------------------------------------------------------------------------------------------------------------------------------
43601  SAM GOODY           12,092      12,092      Primary      5/11/89     5/10/92           6/1/92 16,122.67   193,472.04    16.00
                                                   1st Option   5/11/92     5/10/97          5/11/97 18,138.00   217,656.00    18.00
                                                   2nd Option   5/11/97     5/10/2002  ---------------------------------------------
                                                   ----------------------------------                                               
                                                                                                                                    
                                                                                                                                    
         BOOKS, RECORDS & TAPES                                                                                                     
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43603  GEOFFREY BEENE       5,882       5,882      Primary      11/5/94     11/4/2000  P     11/5/94  6,666.26    79,995.12    13.60
                                                   1st Option   11/5/2000   11/4/2004  1   11/5/2000  7,666.21    91,994.52    15.64
                                                   2nd Option   11/5/2004   11/4/2009  2   11/5/2004  8,813.20   105,758.40    17.98
                                                   ----------------------------------  ---------------------------------------------
                                                                                                                                    
                                                                                                                                    
         SPECIALTY                                                                                                                  
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43605  CARD AND GIFT OUTLET 3,532       3,532      Primary       7/25/94    7/24/99    P     7/25/94  6,181.00    74,172.00    21.00
                                                   1st Option    7/25/99    7/24/2004  P     7/25/96  6,769.67    81,236.04    23.00
                                                   ----------------------------------  1     7/25/98  7,852.07    81,832.04    26.00
                                                                                       ---------------------------------------------
                                                                                                                                    
                                                                                                                                    
         CARDS & GIFTS 15                                                                                                           
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43607  MARINA               3,533       3,533      Primary       11/22/96   3/31/97                                                 
                                                   ----------------------------------                                               
                                                                                                                                    
         TEMPORARY                                                                                                                  
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43611  TROPIK SUN FRUIT & NUT 761         761      Primary       5/11/89    1/31/95           1/1/92  3,740.87    44,890.44    58.99
                                                   Primary       2/1/95     5/31/96           5/1/94  3,867.57    46,410.84    60.99
                                                   1st Option    6/1/96     5/31/2001         6/1/94  3,927.91    47,134.92    61.94
                                                   2nd Option    6/1/2001   5/31/2004  *      6/1/96  4,359.89    52,318.68    68.75
                                                                                            6/1/2001  4,593.90    55,126.80    72.44
                                                                                                                                    
         FOOD SPECIALTY                                                                                                             
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                BREAKPOINTS                                              CURRENT MO CHARGES     
                            LEASABLE    L/Y                      ANN         PSF                                                    
SPACE  TENANT               SQ FT     RPT  MO   TERM    START    BKPT        BKPT      %        C    F   T       STARTS       $/MO  
====================================================================================================================================
<C>    <S>                  <C>        <C> <C>    <C> <C>        <C>         <C>      <C>      <C>   <C> <C>     <C>       <C>      
43543  AMERICAN TOURISTER   2,897      M   Jan    P     8/27/96    965,667   333.33   6.00%    MIN   M   Step    8/27/96    4,828.34
                                                  P     8/27/98  1,062,233   366.67   6.00%    CAM   M   Est      1/1/97    2,644.00
                                                  1   8/27/2001  1,158,800   400.00   6.00%    TAX   M   Est      1/1/97      999.00
                                                  1   8/27/2003  1,255,367   433.33   6.00%    TAX   M   Est      1/1/97      784.60
                                                  -----------------------------------------    PRO   M   Step     1/1/97      347.64
         HANDBAGS, LEATHER & LUGGAGE                                                                                       ---------
                                                                                                                  TOTAL     9,603.58
                                                                                               -------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
43601  SAM GOODY           12,092      Q   Jan    P      7/1/89  3,385,760   280.00   5.00%    MIN   M  Step     6/1/92    16,122.67
                                                  P     5/11/92  3,869,440   320.00   5.00%    CAM   M  Est      1/1/97    11,034.00
                                                  *     5/11/97  4,353,120   360.00   5.00%    TAX   M  Est      1/1/97     4,172.00
                                                  -----------------------------------------    PRO   M  CStep    1/1/97     2,578.97
                                                                                               OCC   M  Step     1/1/97     1,451.04
                                                                                                                           ---------
         BOOKS, RECORDS & TAPES                                                                                  TOTAL     35,356.68
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
43603  GEOFFREY BEENE       5,882      M   Jan    P     11/5/94  1,717,200   291.94   3.00%    MIN   M  Step    11/5/94     6,666.26
                                                  1   11/5/2000  1,717,200   291.94   3.00%    CAM   M  Cap      1/1/97     4,130.00
                                                  2   11/5/2004  2,046,375   347.90   3.00%    TAX   M  Cap      1/1/97     1,608.00
                                                  -----------------------------------------    PRO   M  Step     1/1/96     1,145.83
                                                                                               OCC   M  Step     1/1/97       205.84
                                                                                                                           ---------
         SPECIALTY                                                                                               TOTAL     14,255.93
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
43605  CARD AND GIFT OUTLET 3,532      M   Jan    P     7/25/94    988,960   280.00   7.50%    MIN   M  Step    7/25/96     8,769.67
                                                  P     7/25/96  1,083,147   ILLEGIB  7.50%    CAM   M  Est      1/1/97     1,221.00
                                                  1     7/25/99  1,224,427   ILLEGIB  7.50%    TAX   M  Est      1/1/97     1,219.00
                                                  -----------------------------------------    PRO   M  CStep    1/1/97     1,039.30
                                                                                               OCC   M  Step     1/1/97       434.84
                                                                                                                           ---------
         CARDS & GIFTS 15                                                                                        TOTAL     12,674.81
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
43607  MARINA               3,533      Z   Jan    P    11/22/96          0     0.00   7.00%    OCC   M  Step     1/1/97       402.36
                                                  P      1/1/97          0     0.00  10.00%                                ---------
                                                  -----------------------------------------                      TOTAL        402.36
         TEMPORARY                                                                             -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
43611  TROPIK SUN FRUIT & NUT 761      Q   Jan    P    5/11/89     400,000   525.62  10.00%    MIN   M  Step     6/1/96     4,359.89
                                                  P    5/11/91     420,000   551.91  10.00%    CAM   M  Est      1/1/97       694.00
                                                  P    5/11/94     441,000   579.50  10.00%    TAX   M  Est      1/1/97       263.00
                                                        2/1/95     471,363   619.40  10.00%    PRO   M  CStep    1/1/97       441.20
                                                        6/1/96     523,188   687.50  10.00%    OCC   M  Step     1/1/97        91.32
                                                      6/1/2001     551,266   724.40  10.00%                                ---------
         FOOD SPECIALTY                           -----------------------------------------                      TOTAL      5,849.41
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- -----------------------------------------------------------------------
*v = Sq Ft has been verified                                  RENT MEMO
                            LEASABLE               ANN
SPACE  TENANT               SQ FT         $/YR     PSF
=======================================================================
43543  AMERICAN TOURISTER   2,897      57,940.08   20.00
                                       31,728.00   10.95
                                       11,988.00    4.14
                                        9,415.25    3.25
                                        4,171.68    1.44
         HANDBAGS, LEATHER & LUGGAGE  ----------   -----
                                      115,243.01   39.78
                                     -------------------

- -----------------------------------------------------------------------
43601  SAM GOODY           12,092     193,472.04  16.00 
                                      132,408.00  10.95
                                       50,064.00   4.14
                                       30,923.68   2.56 
                                       17,412.48   1.44 
                                      ----------  ----- 
         BOOKS, RECORDS & TAPES       424,280.20  35.09 
                                     -------------------
                                     
- -----------------------------------------------------------------------
43603  GEOFFREY BEENE       5,882      79,995.12  13.60 
                                       49,560.00   8.43
                                       19,296.00   4.14
                                       13,749.96   2.56 
                                        8,470.08   1.44 
                                      ----------  ----- 
         SPECIALTY                    171,071.16  29.50 
                                     -------------------
                                     
- -----------------------------------------------------------------------
43605  CARD AND GIFT OUTLET 3,532      81,230.04  23.00 
                                       ILLEGIBLE  10.95
                                       14,628.00   4.14
                                       12,471.61   3.53 
                                        5,086.08   1.44 
                                      ----------  ----- 
         CARDS & GIFTS 15             152,097.73  43.06 
                                     -------------------
                                     
- -----------------------------------------------------------------------
43607  MARINA               3,533       4,828.32   1.44
                                      ----------  -----
                                        4,828.32   1.44
         TEMPORARY                   -------------------
                                     
- -----------------------------------------------------------------------
43611  TROPIK SUN FRUIT & NUT 761      52,318.68  68.75 
                                        8,328.00  10.95
                                        3,156.00   4.14
                                        5,294.41   6.96 
                                        1,095.84   1.44 
                                      ----------  ----- 
         FOOD SPECIALTY                70,192.93  92.24 
                                     -------------------
                                     
- -----------------------------------------------------------------------

Run Date 3/31/97 10:25:46 AM   Run By     barbie     Franklin Mills   PAGE 22
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
                 *v = Sq Ft has been verified                LEASE TERMS                                MINIMUM RENT                
                            LEASABLE RENTABLE                                                                                     
SPACE  TENANT               SQ FT       SQ FT V*   TERM         START        END       TERM   START     /MO         /YEAR     PSF 
==================================================================================================================================
<C>    <S>                  <C>         <C>        <C>          <C>         <C>        <C>    <C>     <C>         <C>        <C>  
43612  ANITA BELLE          1,915       1,915      Primary      5/5/94      5/4/97     P      6/1/94  3,989.58    47,874.96  25.00
                                                   1st Option   5/5/97      5/4/2000   1      5/5/97  4,468.33    53,619.96  28.00
                                                   ----------------------------------  -------------------------------------------
                                                                                                                                  
                                                                                                                                  
         WOMENS READY TO WEAR                                                                                                     
                                                                                                                                  
                                                                                                                                  

- ----------------------------------------------------------------------------------------------------------------------------------
43613  CAMERA SHOP, THE     1,561       1,561      Primary      5/11/89     5/31/99           7/1/92  3,150.00    37,800.00  24.22
                                                   ----------------------------------        5/11/96  3,316.66    39,799.92  25.50
                                                                                       -------------------------------------------
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
         SERVICES                                                                                                                 
                                                                                                                                  
                                                                                                                                  
- ----------------------------------------------------------------------------------------------------------------------------------
43615  COSMETIC CENTER      1,808       1,808      Primary      11/29/96   11/28/2001  P    11/29/96  4,520.00    54,240.00  30.00
                                                   1st Option   11/5/2000  11/29/2006       11/29/99  4,821.33    57,855.96  32.00
                                                   ----------------------------------     11/29/2001  5,122.67    61,472.04  34.00
                                                                                          11/29/2004  5,424.00    65,088.00  36.00
                                                                                       -------------------------------------------
                                                                                                                                  
         HEALTH & BEAUTY AIDS                                                                                                     
                                                                                                                                  
                                                                                                                                  
- ----------------------------------------------------------------------------------------------------------------------------------
43617  ENZO ANGIOLINI       1,460       1,460      Primary       11/23/94   12/31/99   P    11/23/94  3,163.33    37,959.96  26.00
                                                   1st Option    1/1/2000   12/21/2004 P    11/23/97  3,650.00    43,800.00  30.00
                                                   ----------------------------------- P  11/23/2001  4,136.66    49,639.92  34.00
                                                                                       -------------------------------------------
                                                                                                                                  
                                                                                                                                  
         SHOES                                                                                                                    
                                                                                                                                  
                                                                                                                                  
- ----------------------------------------------------------------------------------------------------------------------------------
43619  ST. JOHN OUTLET      1,396       1,396      Primary       11/11/93   11/10/98         1/1/94   2,326.67    27,920.04  20.00
                                                   1st Option    11/11/98   11/10/2003 *   11/11/96   2,792.00    33,504.00  24.00
                                                   -----------------------------------                                            
         WOMENS READY TO WEAR                                                                                                     
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
- ----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                BREAKPOINTS                                              CURRENT MO CHARGES     
                            LEASABLE   L/Y                         ANN      PSF                                                     
SPACE  TENANT               SQ FT    RPT  MO   TERM    START       BKPT     BKPT       %        C    F   T       STARTS       $/MO  
====================================================================================================================================
<C>    <S>                  <C>       <C> <C>    <C>   <C>        <C>                         <C> <C>   <C>       <C>       <C>     
43612  ANITA BELLE          1,915     M   Jan    *     5/5/94     670,007   349.87    7.00%    MIN   M   Step     6/1/94    3,989.58
                                                 *     5/5/97     766,000   400.00    7.00%    CAM   M   Cap      1/1/97    1,747.00
                                                 ------------------------------------------    TAX   M   Est      1/1/97      661.00
                                                                                               PRO   M   CStep    1/1/97      663.19
                                                                                               OCC   M   Step     1/1/97      229.80
         WOMENS READY TO WEAR                                                                                              ---------
                                                                                                                  TOTAL     7,290.57
                                                                                               -------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
43613  CAMERA SHOP, THE     1,561     N   Jan    P     5/11/89          0     0.00    7.00%    MIN   M  Step    5/11/96     3,316.66
                                                 P     5/11/89          0     0.00    3.00%    CAM   M  Est      1/1/97     1,424.00
                                                 P     5/11/89    500,000   320.31    1.00%    TAX   M  Est      1/1/97       539.00
                                                 P     5/11/89    850,000   544.52    2.00%    PRO   M  CStep    1/1/97       706.93
                                                 ------------------------------------------    OCC   M  Step     1/1/97       187.32
                                                                                                                           ---------
         SERVICES                                                                                                TOTAL      6,173.91
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
43615  COSMETIC CENTER      1,808     M   Jan    P    11/29/96  1,084,800   600.00    4.00%    MIN   M  Step   11/29/96     4,520.00
                                                 P    11/29/99  1,157,120   640.00    4.00%    CAM   M  Step     1/1/97     1,649.80
                                                 1  11/29/2001  1,229,400   680.00    4.00%    TAX   M  Est      1/1/97       623.76
                                                 1  11/29/2004  1,301,760   720.00    4.00%    PRO   M  Step     1/1/97       602.67
                                                                                               OCC   M  Step     1/1/97       216.96
                                                                                                                           ---------
         HEALTH & BEAUTY AIDS                                                                                    TOTAL      7,613.19
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
43617  ENZO ANGIOLINI       1,460     M   Jan    P    11/23/94    759,200   520.00    5.00%    MIN   M  Step   11/23/94     3,163.33
                                                 P      1/1/97    876,000   600.00    5.00%    CAM   M  CStep    1/1/97     1,165.89
                                                 1    11/23/99    876,000   600.00    5.00%    TAX   M  Est      1/1/97       504.00
                                                 1    1/1/2001    992,800   680.00    5.00%    PRO   M  CStep    1/1/97       450.89
                                                                                               OCC   M  Step     1/1/97       175.20
                                                                                                                           ---------
         SHOES                                                                                                   TOTAL      5,459.31
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
43619  ST. JOHN OUTLET      1,396     M   Jan    P    11/11/93    698,000   500.00    4.00%    MIN   M  Step     1/1/94     2,326.67
                                                 *    11/11/98    837,600   600.00    4.00%    CAM   M  Est      1/1/97     1,274.00
                                                 ------------------------------------------    TAX   M  Est      1/1/97       482.00
         WOMENS READY TO WEAR                                                                  PRO   M  CStep    1/1/97       410.78
                                                                                               OCC   M  Step     1/1/97       167.52
                                                                                                                           ---------
                                                                                                                 TOTAL      4,660.97
                                                                                               -------------------------------------
                                                                                                  
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- ---------------------------------------------------------------------
*v = Sq Ft has been verified                                RENT MEMO
                            LEASABLE             ANN
SPACE  TENANT               SQ FT       $/YR     PSF
=====================================================================
43612  ANITA BELLE          1,915    47,874.96   25.00
                                     20,964.00   10.95
                                      7,932.00    4.14
                                      7,958.30    4.16
                                      2,757.60    1.44
         WOMENS READY TO WEAR        ---------   -----
                                     87,486.86   45.89
                                     -----------------

- ---------------------------------------------------------------------
43613  CAMERA SHOP, THE     1,561    39,799.92  25.50 
                                     17,088.00  10.95
                                      6,468.00   4.14
                                      8,483.19   5.43 
                                      2,247.84   1.44 
                                     ---------  ----- 
         SERVICES                    74,088.95  47.46 
                                     -----------------
                                     
- ---------------------------------------------------------------------
43615  COSMETIC CENTER      1,808    54,240.00  30.00
                                     19,797.60  10.95
                                      7,485.12   4.14
                                      7,232.00   4.00 
                                      2,603.52   1.44 
                                     ---------  ----- 
         HEALTH & BEAUTY AIDS        91,358.24  50.53 
                                     -----------------
                                     
- ---------------------------------------------------------------------
43617  ENZO ANGIOLINI       1,460    37,959.96  26.00 
                                     13,990.67   9.58
                                      6,048.00   4.14
                                      5,410.71   3.71 
                                      2,102.40   1.44 
                                     ---------  ----- 
         SHOES                       65,511.74  44.87 
                                     -----------------
                                     
- ---------------------------------------------------------------------
43619  ST. JOHN OUTLET      1,396    27,920.04  20.00 
                                     15,288.00  10.95
                                      5,784.00   4.14
         WOMENS READY TO WEAR         4,929.32   3.53 
                                      2,010.24   1.44 
                                     ---------  ----- 
                                     55,931.60  40.06 
                                     -----------------
                                     
- ---------------------------------------------------------------------

Run Date 3/31/97 10:25:50 AM  Run By  barbie  Franklin Mills             PAGE 23
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                 *v = Sq Ft has been verified                LEASE TERMS                                MINIMUM RENT                
                            LEASABLE RENTABLE                                                                                       
SPACE  TENANT               SQ FT       SQ FT V*   TERM         START        END       TERM   START     /MO         /YEAR     PSF   
====================================================================================================================================
<C>    <S>                  <C>         <C>        <C>          <C>         <C>        <C>   <C>      <C>         <C>        <C>    
43642  PERFUMANIA           1,410       1,410      Primary      6/15/90     6/14/95          11/1/92  4,087.99    49,055.88  34.79  
                                                   1st Option   6/15/95     6/14/2000  P     6/15/94  4,193.33    50,319.96  35.69  
                                                   ----------------------------------        6/15/95  4,193.32    50,319.84  35.69  
                                                                                             6/15/96  4,298.65    51,583.80  36.58  
                                                                                             6/15/98  4,403.99    52,847.88  37.48  
         HEALTH & BEAUTY AIDS                                                          -------------------------------------------  
                                                                                                                                    
                                                                                                                                    

- ------------------------------------------------------------------------------------------------------------------------------------
43643  SWATCH               1,721       1,721      Primary      12/2/95     12/1/2000  P     12/2/95  5,736.67    68,840.04  40.00  
                                                   1st Option   12/2/2000   12/1/2005  1   12/2/2000  6,453.75    77,445.00  45.00  
                                                   ----------------------------------  -------------------------------------------  
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
         JEWELRY                                                                                                                    
                                                                                                                                    

- ------------------------------------------------------------------------------------------------------------------------------------
43647  NATURES ELEMENTS       632         632      Primary      10/30/94    10/29/97   P    10/30/94  2,500.00    30,000.00  47.47  
                                                   1st Option   10/30/97    10/29/2000 1    10/30/97  2,916.67    35,000.04  55.38  
                                                   ----------------------------------- -------------------------------------------  
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
         HEALTH & BEAUTY AIDS                                                                                                       
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43651  BABY GUESS           1,495       1,495      Primary      9/2/93      9/1/98           10/1/93  3,488.33    41,859.96  28.00  
                                                   1st Option   9/2/98      9/2/98     -------------------------------------------  
                                                   ----------------------------------                                               
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
         CHILDRENS READY TO WEAR                                                                                                    
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43653  ANN TAYLOR           8,647       8,647      Primary      11/22/89    12/31/91          5/1/94 14,411.67   172,940.04  20.00  
                                                   1st Option   1/1/92      12/31/94          1/1/95 15,852.83   190.233.96  22.00  
                                                   2nd Option   1/1/95      12/31/99   -------------------------------------------  
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
         WOMENS READY TO WEAR                                                                                                       
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                BREAKPOINTS                                              CURRENT MO CHARGES     
                            LEASABLE   L/Y                          ANN      PSF                                                    
SPACE  TENANT               SQ FT    RPT  MO   TERM    START        BKPT     BKPT       %        C    F   T       STARTS       $/MO 
====================================================================================================================================
<C>    <S>                  <C>       <C> <C>    <C>   <C>        <C>       <C>       <C>      <C>   <C> <C>     <C>       <C>      
43642  PERFUMANIA           1,410     M   Jan    P     6/15/90    796,531   564.92    6.00%    MIN   M   Step    6/15/96    4,298.65
                                                 P     6/15/92    817,597   579.86    6.00%    CAM   M   Est      1/1/97    1,287.00
                                                 P     6/15/94    838,664   594.80    6.00%    TAX   M   Est      1/1/97      486.00
                                                 1     6/15/95    838,664   594.80    6.00%    PRO   M   CStep    1/1/97      518.16
                                                 1     6/15/96    859,731   609.74    6.00%    OCC   M   Step     1/1/97      169.20
         HEALTH & BEAUTY AIDS                    1     6/15/98    880,797   624.68    6.00%                                ---------
                                                 ------------------------------------------                       TOTAL     6,759.01
                                                                                               -------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
43643  SWATCH               1,721     M   Jan    P     12/2/95  1,241,635   721.46    6.00%    MIN   M  Step    12/2/95     5,736.67
                                                 P      1/1/97  1,147,333   666.67    6.00%    CAM   M  Est      1/1/97     1,570.00
                                                 1   12/2/2000  1,290,750   750.00    6.00%    TAX   M  Est      1/1/97       594.00
                                                 ------------------------------------------    PRO   M  CStep    1/1/97       607.44
                                                                                               OCC   M  Step     1/1/97       206.52
                                                                                                                           ---------
         JEWELRY                                                                                                 TOTAL      8,714.86
                                                                                              --------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
43647  NATURES ELEMENTS       632     M   Jan    P     10/30/94   375,000   593.35    8.00%    MIN   M  Step   10/30/94     2,500.00
                                                 1     10/30/97   437,000   691.48    8.00%    CAM   M  Est      1/1/97       577.00
                                                 ------------------------------------------    TAX   M  Est      1/1/97       218.00
                                                                                               PRO   M  CStep    1/1/97       271.62
                                                                                               OCC   M  Step     1/1/97        75.84
                                                                                                                           ---------
         HEALTH & BEAUTY AIDS                                                                                    TOTAL      3,642.46
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
43651  BABY GUESS           1,495     M   Jan    P      9/2/93  1,046,500   700.00    4.00%    MIN   M  Step    10/1/93     3,488.33
                                                 1      9/2/98  1,233,375   825.00    4.00%    CAM   M  Est      1/1/97     1,364.00
                                                 ------------------------------------------    TAX   M  Est      1/1/97       516.00
                                                                                               PRO   M  CStep    1/1/97       637.21
                                                                                               OCC   M  Step     1/1/97       179.40
                                                                                                                           ---------
         CHILDRENS READY TO WEAR                                                                                 TOTAL      6,184.94
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
43653  ANN TAYLOR           8,647     N   Jan    P      1/1/93          0     0.00    7.00%    MIN   M  Step     1/1/95    15,852.82
                                                 P      1/1/93  3,000,000   346.94    5.00%    CAM   M  Est      1/1/97     7,890.00
                                                 P      1/1/93  4,000,000   462.59    4.00%    TAX   M  Est      1/1/97     2,983.00
                                                 ------------------------------------------    PRO   M  CStep    1/1/97     1,809.97
                                                                                               OCC   M  Step     1/1/97     1,037.64
                                                                                                                           ---------
         WOMENS READY TO WEAR                                                                                    TOTAL     29,573.44
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- ----------------------------------------------------------------------
*v = Sq Ft has been verified                                 RENT MEMO
                            LEASABLE              ANN
SPACE  TENANT               SQ FT        $/YR     PSF
======================================================================
43642  PERFUMANIA           1,410     51,583.80   36.58
                                      15,444.00   10.95
                                       5,832.00    4.14
                                       6,217.88    4.41
                                       2,030.40    1.44
         HEALTH & BEAUTY AIDS        ----------   -----
                                      81,108.08   57.52
                                     ------------------

- ----------------------------------------------------------------------
43643  SWATCH               1,721     68,840.04  40.00 
                                      18,840.00  10.95
                                       7,128.00   4.14
                                       7,289.30   4.24 
                                       2,478.24   1.44 
                                     ----------  ----- 
         JEWELRY                     104,575.58  60.77 
                                     -----------------

- ----------------------------------------------------------------------
43647  NATURES ELEMENTS       632     30,000.00  47.47 
                                       6,924.00  10.95
                                       2,616.00   4.14
                                       3,259.48   5.16 
                                         910.08   1.44 
                                     ----------  ----- 
         HEALTH & BEAUTY AIDS         43,709.56  69.16 
                                     ------------------
                                     
- ----------------------------------------------------------------------
43651  BABY GUESS           1,495     41,859.96  28.00 
                                      16,368.00  10.95
                                       6,192.00   4.14
                                       7,646.48   5.11 
                                       2,152.80   1.44 
                                     ----------  ----- 
         CHILDRENS READY TO WEAR      74,219.24  49.64 
                                     ------------------
                                     
- ----------------------------------------------------------------------
43653  ANN TAYLOR           8,647    190,233.96  22.00 
                                      94,680.00  10.95
                                      35,796.00   4.14
                                      21,719.58   2.51 
                                      12,451.68   1.44 
                                     ----------  ----- 
         WOMENS READY TO WEAR        354,881.22  41.04 
                                     ------------------
                                                                        
- ----------------------------------------------------------------------

Run Date 3/31/97 10:25:54 AM  Run By   barbie   Franklin Mills           PAGE 24
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                 *v = Sq Ft has been verified                LEASE TERMS                                MINIMUM RENT                
                            LEASABLE RENTABLE                                                                                       
SPACE  TENANT               SQ FT       SQ FT V*   TERM         START        END       TERM   START       /MO         /YEAR     PSF 
====================================================================================================================================
<C>    <S>                  <C>         <C>        <C>          <C>         <C>        <C> <C>          <C>         <C>        <C>  
43656  MATERNITY WORKS      1,466       1,466      Primary      10/1/96     9/30/2001  P     10/1/96    3,298.50    39,582.00  27.00
                                                   1st Option   10/1/2001   9/30/2006        10/1/98    3,542.83    45,513.96  29.00
                                                   ----------------------------------      10/1/2001    3,787.17    45,446.04  31.00
                                                                                           10/1/2003    4,013.50    48,162.00  32.85
                                                                                       ---------------------------------------------
         WOMENS READY TO WEAR                                                                                                       
                                                                                                                                    
                                                                                                                                    

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

43657  AUSSIE OUTLET        2,261       2,261      Primary      2/1/97        1/15/98                                               
                                                   ----------------------------------                                               
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
         TEMPORARY                                                                                                                  

- ------------------------------------------------------------------------------------------------------------------------------------
43661  RUBY TUESDAY         4,800        4,800     Primary      7/10/90     7/9/2005          1/1/92    7,400.00    88,800.00  18.50
                                                   ---------------------------------         7/10/95    8,600.00   103,200.00  21.50
                                                                                           7/10/2000    9,400.00   112,800.00  23.50
                                                                                       ---------------------------------------------
                                                                                                                                    
                                                                                                                                    
         RESTAURANT                                                                                                                 
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

43700  ITALIAN BISTRO # 700 5,422       5,422      Primary      5/11/89     5/10/2004         1/1/93    5,713.45    68,561.40  12.65
                                                   ----------------------------------         1/1/94    5,726.02    68,712.24  12.67
                                                                                              5/1/94    6,897.43    82,769.16  15.27
                                                                                              6/1/94    7,455.25    89,463.00  16.50
                                                                                       P      1/1/95    7,470.81    89,649.72  16.53
                                                                                       P      8/1/95    4,808.41    57,700.92  10.64
                                                                                       P      4/1/96    7,470.81    89,649.72  16.53
                                                                                       P      9/1/96    2,486.78    29,841.36   5.50
                                                                                              4/1/97    7,488.74    89,864.88  16.57
         RESTAURANT                                                                          5/11/99    9,036.67   108,440.04  20.00
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

43701  DAIRY QUEEN/ORANGE J   633         633      Primary      11/24/96    11/23/2001 P    11/24/96    2,373.75    28,485.00  45.00
                                                   1st Option   11/24/2000  11/23/2006 P    11/24/98    2,479.25    29,751.00  47.00
                                                   ----------------------------------- P  11/24/2000    2,584.75    31,017.00  49.00
                                                                                       1  11/24/2001    2,584.75    31,017.00  49.00
                                                                                       1  11/24/2002    2,690.25    32,283.00  51.00
                                                                                       1  11/24/2004    2,795.75    33,549.00  53.00
         FOOD SPECALITY                                                                ---------------------------------------------
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                BREAKPOINTS                                              CURRENT MO CHARGES     
                            LEASABLE   L/Y                          ANN       PSF                                                  
SPACE  TENANT               SQ FT    RPT  MO   TERM    START        BKPT      BKPT      %        C    F   T      STARTS       $/MO  
====================================================================================================================================
<C>    <S>                  <C>       <C> <C>    <C> <C>           <C>       <C>       <C>      <C>   <C> <C>    <C>        <C>     
43656  MATERNITY WORKS      1,466     M   Jan    P     10/1/96     659,700   450.00    6.00%    MIN   M   Step   10/1/96    3,298.50
                                                 P     10/1/98     708,567   483.33    6.00%    CAM   M   Est     1/1/97    1,338.00
                                                 1   10/1/2001     757,433   516.67    6.00%    TAX   M   Est     1/1/97      506.00
                                                 1   10/1/2003     806,300   550.00    6.00%    PRO   M   Step   10/1/96      488.67
                                                 -------------------------------------------    OCC   M   Step    1/1/97      175.92
         WOMENS READY TO WEAR                                                                                              ---------
                                                                                                                  TOTAL     5,807.09
                                                                                                ------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------

43657  AUSSIE OUTLET        2,261     Z   Jan    P      2/1/97     240,000   106.15   10.00%    TLA   M  Step    2/1/97     2,000.00
                                                 P      4/1/97     360,000   159.22   10.00%                               ---------
                                                 P      5/1/97     240,000   106.15   10.00%                     TOTAL      2,000.00
                                                 P      8/1/97     360,000   159.22   10.00%                                        
                                                 P     11/1/97     420,000   185.76   10.00%                                        
         TEMPORARY                               P      1/1/98     240,000   106.15   10.00%

- ------------------------------------------------------------------------------------------------------------------------------------
43661  RUBY TUESDAY         4,800     M   Jan    P      7/10/90  1,776,000   370.00    5.00%    MIN   M  Step   7/10/95     8,600.00
                                                 P      7/10/95  2,064,000   430.00    5.00%    CAM   M  Cap     1/1/97     2,917.00
                                                 P    7/10/2000  2,256,000   470.00    5.00%    TAX   M  Est     1/1/97     1,658.00
                                                                                                PRO   M  Step    1/1/96       300.00
                                                                                                OCC   M  Step    1/1/97       576.00
                                                                                                                           ---------
         RESTAURANT                                                                                              TOTAL     14,049.00
                                                                                                ------------------------------------
                                                                                                
- ------------------------------------------------------------------------------------------------------------------------------------

43700  ITALIAN BISTRO # 700 5,422     Q   Jan    P     5/11/89   1,250,000   230.54    5.00%    NT3   M  Step    3/1/97     1,046.67
                                                 -------------------------------------------    MIN   M  Step    9/1/96     2,486.78
                                                                                                CAM   M  Step    1/1/97     3,868.00
                                                                                                TAX   M  Step    1/1/97     1,615.00
                                                                                                PRO   M  Step    1/1/97     1,379.58
                                                                                                OCC   M  Step    1/1/97       650.64
                                                                                                                           ---------
                                                                                                                 TOTAL     11,046.67
                                     
         RESTAURANT                  
                                                                                                
- ------------------------------------------------------------------------------------------------------------------------------------

43701  DAIRY QUEEN/ORANGE J   633     M   Jan    P      1/4/97     284,850   450.00   10.00%    MIN   M  Step  11/24/96     2,373.75
                                                 P      1/4/99     297,510   470.00   10.00%    CAM   M  Step    1/1/97       577.61
                                                 P    1/4/2001     310,170   490.00   10.00%    TAX   M  Step    1/1/97       218.39
                                                 1    1/4/2002     310,170   490.00   10.00%    PRO   M  Step    1/1/97       429.13
                                                 1    1/4/2003     322,830   510.00   10.00%    OCC   M  Step    1/1/97        75.96
                                                 1    1/4/2005     335,490   530.00   10.00%                               ---------
         FOOD SPECALITY                          -------------------------------------------                     TOTAL      3,674.84
                                                                                                ------------------------------------
                                                                                                
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


- ----------------------------------------------------------------------
*v = Sq Ft has been verified                                 RENT MEMO
                            LEASABLE              ANN
SPACE  TENANT               SQ FT        $/YR     PSF
======================================================================
43656  MATERNITY WORKS      1,466     39,582.00   27.00
                                      16,056.00   10.95
                                       6,072.00    4.14
                                       5,864.00    4.00
                                       2,111.04    1.44
         WOMENS READY TO WEAR        ----------   -----
                                      69,685.04   47.53
                                     ------------------
- ----------------------------------------------------------------------

43657  AUSSIE OUTLET        2,261     24,000.00  10.61 
                                     ----------  -----
                                      24,000.00  10.61
                                                       
                                                        
         TEMPORARY                   

- ----------------------------------------------------------------------
43661  RUBY TUESDAY         4,800    103,200.00  21.50 
                                      35,004.00   7.29
                                      19,872.00   4.14
                                       3,600.00   0.75 
                                       6,912.00   1.44 
                                     ----------  ----- 
         RESTAURANT                  168,588.00  35.12 
                                     ------------------
                                     
- ----------------------------------------------------------------------

43700  ITALIAN BISTRO # 700 5,422     12,560.04   2.32 
                                      29,841.36   5.50
                                      46,416.00   8.58
                                      19,380.00   3.57 
                                      16,554.96   3.05 
                                       7,807.68   1.44 
                                     ----------  ----- 
                                     132,560.04  24.45 
                                     
         RESTAURANT                  
                                     
- ----------------------------------------------------------------------

43701  DAIRY QUEEN/ORANGE J   633     28,485.00  45.00 
                                       6,931.35  10.95
                                       2,620.62   4.14
                                       5,149.56   8.14 
                                         911.52   1.44 
                                     ----------  ----- 
         FOOD SPECALITY               44,098.05  69.67 
                                     ------------------
                                     
- ----------------------------------------------------------------------

Run Date 3/31/97 10:25:59 AM  Run By   barbie    Franklin Mills          PAGE 25
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                 *v = Sq Ft has been verified                LEASE TERMS                                MINIMUM RENT                
                            LEASABLE RENTABLE                                                                                       
SPACE  TENANT               SQ FT       SQ FT V*   TERM         START        END       TERM   START     /MO         /YEAR     PSF   
====================================================================================================================================
<C>    <S>                  <C>         <C>        <C>          <C>         <C>        <C>   <C>      <C>         <C>        <C>    
43702  O.J. ART GALLERY     1,088       1,088      Primary      5/11/89     5/10/99           6/1/92  3,580.69    42,968.28  39.39  
                                                   ----------------------------------         1/1/94  3,679.17    44,150.04  40.58  
                                                                                       P      1/1/95  3,775.13    45,301.56  41.64  
                                                                                       P      1/1/96  3,881.19    46,574.28  42.81  
                                                                                       P      1/1/97  3,997.35    47,968.17  44.09  
                                                                                       P      1/1/98  3,881.19    46,574.28  42.81  
                                                                                                                                    
         ART & HOME FURNISHINGS                                                                                                     

- ------------------------------------------------------------------------------------------------------------------------------------
43703  FLAG SHOP              958         958      Primary      3/16/91     3/3/96            1/1/93  3,062.51    36,750.12  38.36  
                                                   1st Option   3/4/96      3/3/2001          1/1/94  3,146.74    37,760.88  39.42  
                                                   2nd Option   3/4/2001    3/3/2006   P      1/1/95  3,228.81    38,745.72  40.44  
                                                                                       P      1/1/96  3,319.52    39,834.24  41.58  
                                                                                       P      3/4/96  2,794.17    33,530.04  35.00  
                                                                                       1      1/1/97  2,877.80    34,533.54  36.05  
         SPECIALTY                                                                     1      1/1/98  2,794.17    33,530.04  35.00  
                                                                                       P      3/4/99  2,953.83    35,445.96  37.00  
                                                                                       1    3/4/2001  3,113.50    37,362.00  39.00
                                                                                       1    3/4/2003  3,273.17    39,278.04  41.00
                                                                                       -------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
43704  FUDGERY, THE           794         794      Primary      5/11/89     5/10/97           1/1/93  3,998.59    47,983.08  60.43  
                                                   Primary      5/11/97     5/10/2000         1/1/94  4,098.55    49,182.60  61.94  
                                                   ----------------------------------  P      1/1/95  4,201.01    50,412.12  63.49  
                                                                                       P      1/1/96  4,306.04    51,072.48  65.08  
                                                                                       P      1/1/97  4,413.00    52,004.29  66.71  
                                                                                             5/11/97  4,306.13    51,673.58  65.08  
         FOOD SPECIALTY                                                                      5/11/98  4,499.33    53,991.96  68.00  
                                                                                       -------------------------------------------  
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43705  MR. BULKY            2,295       2,295      Primary      5/11/89     5/10/99           1/1/93  5,020.27    60,243.24  26.25  
                                                   ----------------------------------         1/1/94  5,061.69    60,740.28  26.47  
                                                                                       P      1/1/95  5,101.29    61,215.48  26.67  
                                                                                       P      1/1/96  5,144.28    61,731.30  26.00  
                                                                                       P      1/1/97  5,190.47    62,285.61  27.14  
                                                                                       P      1/1/98  5,144.28    61,731.36  26.90  
         FOOD SPECIALTY                                                                                                             
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43707  WILSONS              3,675       3,675      Primary      10/10/91    10/9/2001         1/1/92  5,512.50    66,150.00  18.00  
                                                   ----------------------------------        11/1/94  6,125.00    73,500.00  20.00  
                                                                                       P     11/1/97  6,737.50    80,850.00  22.00  
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
         HANDBAGS, LEATHER & LUGGAGE                                                                                                
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                BREAKPOINTS                                              CURRENT MO CHARGES     
                            LEASABLE   L/Y                         ANN      PSF                                                     
SPACE  TENANT               SQ FT    RPT  MO   TERM    START       BKPT     BKPT       %        C    F   T       STARTS       $/MO  
====================================================================================================================================
<C>    <S>                  <C>       <C> <C>    <C>   <C>        <C>       <C>       <C>      <C>   <C> <C>     <C>       <C>      
43702  O.J. ART GALLERY     1,088     Q   Jan    P     5/11/89    355,950   327.16    8.00%    MIN   M   CStep    1/1/97    3,997.35
                                                 P     5/11/92    376,290   345.85    8.00%    CAM   M   Est      1/1/97      993.00
                                                 P     5/11/95    399,663   367.34    8.00%    TAX   M   Est      1/1/97      375.00
                                                                                               PRO   M   CStep    1/1/97      483.74
                                                                                               OCC   M   Step     1/1/97      130.56
                                                                                                                           ---------
                                                                                                                  TOTAL     5,959.64
         ART & HOME FURNISHINGS                                                                -------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
43703  FLAG SHOP              958     Q   Jan    *      3/4/91    355,550   371.14   10.00%    MIN   M  CStep    1/1/97     2,877.80
                                                 P      3/4/96    335,300   350.00   10.00%    CAM   M  Est      1/1/97       874.00
                                                 P      3/4/99    354,460   370.00   10.00%    TAX   M  Est      1/1/97       331.00
                                                 1    3/4/2001    373,620   390.00   10.00%    PRO   M  CStep    1/1/97       539.32
                                                 1    3/4/2003    392,780   410.00   10.00%    OCC   M  Step     1/1/97       114.96
                                                 ------------------------------------------                                ---------
         SPECIALTY                                                                                               TOTAL      4,737.08
                                                                                               -------------------------------------
                                     
                                     
                                     

- ------------------------------------------------------------------------------------------------------------------------------------
43704  FUDGERY, THE           794     M   Jan    P     5/11/89    440,000   554.16   10.00%    MIN   M  CStep    1/1/97     4,413.69
                                                 P     5/11/97    516,735   650.80   10.00%    CAM   M  Est      1/1/97       725.00
                                                 P     5/11/98    539,920   680.00   10.00%    TAX   M  Est      1/1/97       274.00
                                                 ------------------------------------------    PRO   M  CStep    1/1/97       531.05
                                                                                               OCC   M  Step     1/1/97        95.28
                                                                                                                           ---------
         FOOD SPECIALTY                                                                                          TOTAL      6,039.62
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
43705  MR. BULKY            2,295     M   Jan    P     5/11/89  1,192,880   519.77    5.00%    MIN   M  CStep    1/1/97     5,190.47
                                                 ------------------------------------------    CAM   M  Est      1/1/97     2,094.00
                                                                                               TAX   M  Est      1/1/97       792.00
                                                                                               PRO   M  CStep    1/1/97       978.18
                                                                                               OCC   M  Step     1/1/97       275.40
                                                                                                                           ---------
         FOOD SPECIALTY                                                                                          TOTAL      9,330.05
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
43707  WILSONS              3,675     M   Jan    P     10/1/91  1,653,750   450.00    4.00%    MIN   M  Step    11/1/94     6,125.00
                                                 P     11/1/94  1,857,500   505.44    4.00%    CAM   M  CStep    1/1/97     1,958.92
                                                 P     11/1/97  2,021,250   550.00    4.00%    TAX   M  Est      1/1/97     1,213.00
                                                 ------------------------------------------    PRO   M  CStep    1/1/97       529.25
                                                                                               OCC   M  Step     1/1/97       441.00
                                                                                                                           ---------
         HANDBAGS, LEATHER & LUGGAGE                                                                             TOTAL     10,267.17
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


- ----------------------------------------------------------------------
*v = Sq Ft has been verified                                 RENT MEMO
                            LEASABLE              ANN
SPACE  TENANT               SQ FT        $/YR     PSF
======================================================================
43702  O.J. ART GALLERY     1,088     47,968.17   44.09
                                      11,916.00   10.95
                                       4,500.00    4.14
                                       5,564.83    5.11
                                       1,566.72    1.44
                                     ----------   -----
                                      71,515.72   65.73
         ART & HOME FURNISHINGS      ------------------

- ----------------------------------------------------------------------
43703  FLAG SHOP              958     34,533.54  36.05 
                                      10,488.00  10.95
                                       3,972.00   4.14
                                       6,471.86   6.76 
                                       1,379.52   1.44 
                                     ----------  ----- 
         SPECIALTY                    56,844.92  59.33 
                                     ------------------
                                     
                                     
                                     

- ----------------------------------------------------------------------
43704  FUDGERY, THE           794     52,964.29  66.71 
                                       8,700.00  10.95
                                       3,288.00   4.14
                                       6,379.79   8.01 
                                       1,143.36   1.44 
                                     ----------  ----- 
         FOOD SPECIALTY               72,475.44  91.27 
                                     ------------------
                                     
- ----------------------------------------------------------------------
43705  MR. BULKY            2,295     62,285.61  27.14 
                                      25,128.00  10.95
                                       9,504.00   4.14
                                      11,738.22   5.11 
                                       3,304.80   1.44 
                                     ----------  ----- 
         FOOD SPECIALTY              111,960.63  48.78 
                                     ------------------
                                     
- ----------------------------------------------------------------------
43707  WILSONS              3,675     73,500.00  20.00 
                                      23,507.00   6.40
                                      14,556.00   3.96
                                       6,350.99   1.73 
                                       5,292.00   1.44 
                                     ----------  ----- 
         HANDBAGS, LEATHER & LUGGAGE 123,206.08  33.52 
                                     ------------------
                                     
- ----------------------------------------------------------------------
Run Date 3/31/97 10:26:03 AM  Run By   barbie   Franklin Mills           PAGE 26
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                 *v = Sq Ft has been verified                LEASE TERMS                                MINIMUM RENT                
                            LEASABLE RENTABLE                                                                                       
SPACE  TENANT               SQ FT       SQ FT V*  TERM         START       END       TERM   START       /MO         /YEAR       PSF 
====================================================================================================================================
<C>    <S>                  <C>         <C>       <C>          <C>        <C>              <C>        <C>         <C>          <C>  
43708  CONTEMPO CASUALS     3,703       3,703     Primary      11/4/92    11/3/97          12/1/92    5,863.08    70,356,96    19.00
                                                  1st Option   11/4/97    5/31/2002  -----------------------------------------------
                                                  ---------------------------------
                                                                                   
                                                                                                                                    
                                                                                                                                    
         WOMENS READY TO WEAR                                                                                                       
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43710  FAMOUS FOOTWEAR     10,389      10,389     Primary      5/11/89    5/10/92           7/1/93   12,540.08   150,480.96    14.48
                                                  1st Option   5/11/92    5/10/97          5/11/97   13,404.92   150,859.04    15.48
                                                  2nd Option   5/11/97    5/10/2002  -----------------------------------------------
                                                  ---------------------------------                                                 
                                                                                                                                    
                                                                                                                                    
         SHOES                                                                                                                      
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43712  DELTA HOSIERY          646         646     Primary      5/11/89    5/10/94           1/1/93    1,292.70    15,512.40    24.01
                                                  Primary      5/11/94    5/10/99           1/1/94    1,328.25    15,939.00    24.67
                                                  ---------------------------------        5/11/94    1,615.00    19,380.00    30.00
                                                                                     -----------------------------------------------
                                                                                                                                    
                                                                                                                                    
         SPECIALTY                                                                                                                  
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

43713  SENTIMENTAL JEWELRY    854         854     Primary      10/29/90   10/28/2000       10/1/93    2,932.80    35,193.60    41.21
                                                  ----------------------------------       11/1/93    3,083.33    36,999.96    43.33
                                                                                          10/29/97    3,400.00    40,800.00    47.78
                                                                                     -----------------------------------------------
                                                                                                                                    
                                                                                                                                    
         JEWELRY                                                                                                                    
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

43715  CHILDRENS PLACE OUTL 4,350       4,350     Primary       3/21/90    3/20/95          1/1/92    5,557.50    66,690.00    15.33
                                                  1st Option    3/21/95    3/20/2000       3/21/95    7,039.50    84,474.00    19.42
                                                  ---------------------------------- -----------------------------------------------
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
         CHILDRENS READY TO WEAR                                                                                                    
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                BREAKPOINTS                                              CURRENT MO CHARGES     
                            LEASABLE   L/Y                         ANN       PSF                                                    
SPACE  TENANT               SQ FT    RPT  MO   TERM    START       BKPT      BKPT      %        C    F   T       STARTS       $/MO  
====================================================================================================================================
<C>    <S>                  <C>        <C> <C>   <C>   <C>      <C>         <C>       <C>      <C>   <C> <C>    <C>        <C>      
43708  CONTEMPO CASUALS     3,703      M   Jan   P     11/4/92  1,172,617   316.67    5.00%    MIN   M   Step   12/1/92     5,863.08
                                                 P     11/4/95  1,296,050   350.00    5.00%    CAM   M   Est     1/1/97     3,379.00
                                                 1     11/4/97  1,419,483   383.33    5.00%    TAX   M   Est     1/1/97     1,278.00
                                                 ------------------------------------------    PRO   M   CStep   1/1/97       532.68
                                                                                               OCC   M   Step    1/1/97       444.36
                                                                                                                           ---------
         WOMENS READY TO WEAR                                                                                    TOTAL     11,497.12
                                                                                               -------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
43710  FAMOUS FOOTWEAR     10,389     Q   Jan    P     5/11/89  2,001,472   192.65    4.00%    MIN   M  Step     7/1/93    12,540.08
                                                 P     5/11/92  2,149,729   206.92    4.00%    CAM   M  Est      1/1/97     9,099.00
                                                 2     5/11/97  2,297,986   221.19    4.00%    TAX   M  Est      1/1/97     3,420.00
                                                 -----------------------------------------     PRO   M  Step     1/1/96     1,515.06
                                                                                               OCC   M  Step     1/1/97     1,246.68
                                                                                                                           ---------
         SHOES                                                                                                   TOTAL     27,820.82
                                                                                               -------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
43712  DELTA HOSIERY          646     Q   Jan    P     5/11/89  519,200     803.72    4.00%    MIN   M  Step    5/11/94     1,615.00
                                                       5/11/94  323,000     500.00    6.00%    CAM   M  Est      1/1/97       589.00
                                                 ------------------------------------------    TAX   M  Est      1/1/97       233.00
                                                                                               PRO   M  CStep    1/1/97       452.71
                                                                                               OCC   M  Step     1/1/97        77.52
                                                                                                                           ---------
         SPECIALTY                                                                                               TOTAL      2,957.23
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------

43713  SENTIMENTAL JEWELRY    854     M   Jan    P    10/29/90    437,000   511.71    8.00%    MIN   M  Step    11/1/93     3,083.33
                                                 P    10/29/93    465,000   544.50    8.00%    CAM   M  Est      1/1/97       779.00
                                                 P    10/28/97    500,000   585.48    8.00%    TAX   M  Est      1/1/97       295.00
                                                 ------------------------------------------    PRO   M  CStep    1/1/97       497.06
                                                                                               OCC   M  Step     1/1/97       102.48
                                                                                                                           ---------
         JEWELRY                                                                                                 TOTAL      4,758.87
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------

43715  CHILDRENS PLACE OUTL 4,350     A   Feb    P     3/21/90  1,333,800   306.62    5.00%    MIN   M  Step    3/21/95     7,039.50
                                                 1     3/21/95  1,689,480   388.39    5.00%    CAM   M  Est      1/1/97     3,969.00
                                                 ------------------------------------------    TAX   M  Est      1/1/97     1,501.00
                                                                                               PRO   M  Step     1/1/96     1,087.50
                                                                                               OCC   M  Step     1/1/97       522.00
                                                                                                                           ---------
         CHILDRENS READY TO WEAR                                                                                 TOTAL     14,119.00
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- ----------------------------------------------------------------------
*v = Sq Ft has been verified                                 RENT MEMO
                            LEASABLE              ANN
SPACE  TENANT               SQ FT        $/YR     PSF
======================================================================
43708  CONTEMPO CASUALS     3,703     70,358.96   19.00
                                      40,548.00   10.95
                                      15,336.00    4.14
                                       6,392.15    1.73
                                       5,332.32    1.44
                                     ----------   ----- 
         WOMENS READY TO WEAR        137,965.43   37.28 
                                     ------------------
- ----------------------------------------------------------------------
43710  FAMOUS FOOTWEAR     10,389    150,480.96  14.48
                                     109,188.00  10.51
                                      41,040.00   3.95
                                      18,180.72   1.75
                                      14,960.16   1.44
                                     ----------  -----
         SHOES                       333,849.84  32.13
                                     ------------------
- ----------------------------------------------------------------------
43712  DELTA HOSIERY          646     19,380.00  30.00 
                                       7,068.00  10.95
                                       2,676.00   4.14
                                       5,432.46   8.41
                                         930.24   1.44
                                     ----------  -----
         SPECIALTY                    35,486.70  54.94
                                     ------------------
                                     
- ----------------------------------------------------------------------

43713  SENTIMENTAL JEWELRY    854     36,999.96  43,33 
                                       9,348.00  10.95
                                       3,540.00   4.14
                                       5,964.77   6.98 
                                       1,229.76   1.44 
                                     ----------  ----- 
         JEWELRY                      57,082.49  66.84 
                                     ------------------
                                     
- ----------------------------------------------------------------------

43715  CHILDRENS PLACE OUTL 4,350     84,474.00  19.42
                                      47,628.00  10.95
                                      18,012.00   4.14
                                      13,050.00   3.00 
                                       6,264.00   1.44 
                                     ----------  ----- 
         CHILDRENS READY TO WEAR     169,428.00  38.95
                                     ------------------
                                     
- ----------------------------------------------------------------------

Run Date 3/31/97 10:26:08 AM  Run By   barbie    Franklin Mills          PAGE 27
<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                 *v = Sq Ft has been verified                LEASE TERMS                                MINIMUM RENT                
                            LEASABLE RENTABLE                                                                                      
SPACE  TENANT               SQ FT       SQ FT V*   TERM         START        END       TERM   START     /MO         /YEAR     PSF  
===================================================================================================================================
<C>    <S>                  <C>         <C>        <C>          <C>         <C>        <C>   <C>      <C>         <C>        <C>   
43717  AEROPOSTALE          4,865       4,865      Primary      1/31/97     1/30/2000  P     1/31/97  7,317.77    87,813.24  18.05 
                                                   ----------------------------------  --------------------------------------------
                                                                                       
                                                                                       
                                                                                                                                   
         UNISEX                                                                                                                    
                                                                                                                                   
                                                                                                                                   

- -----------------------------------------------------------------------------------------------------------------------------------
43719  ARCHIE JACOBSON      4,622       4,622      Primary      5/10/91     5/9/2001          1/1/92  5,323.42    63,881.04  15.02*
                                                   ----------------------------------         5/1/94  5,758.45    69,101.40  16.25*
                                                                                              6/1/94  5,936.42    71,237.04  16.75*
                                                                                       P     1/30/97  5,396.18    84,754.16  14.01 
                                                                                             5/10/98  8,370.56    76,447.92  17.98*
                                                                                       ------------------------------------------- 
         MENS READY-TO-WEAR                                                                                                        
                                                                                                                                   
                                                                                                                                   
- -----------------------------------------------------------------------------------------------------------------------------------
43721  CHAMPS               8,841       8,841      Primary      11/20/92    11/19/2002 P     12/1/92 11,051.25   132,615.00  15.00 
                                                   1st Option   11/20/2000  11/19/2007 P    11/20/97 12,524.75   150,297.00  17.00 
                                                   ----------------------------------  1  11/20/2002 13,998.25   167,979.00  19.00 
                                                                                       ------------------------------------------- 
                                                                                                                                   
                                                                                                                                   
         ATHLETIC & SPORTING GOODS                                                                                                 
                                                                                                                                   
                                                                                                                                   
- -----------------------------------------------------------------------------------------------------------------------------------
43725  VACANT               3,655       3,655                                                                                      
         VACANT
- -----------------------------------------------------------------------------------------------------------------------------------
43727  DRESS BARN           5,562       5,562      Primary      5/11/89     1/31/2000        12/1/92  8,602.56   103,230.72  18.56 
                                                   1st Option   2/1/2000    1/31/2005       1/1/2000  8,602.56   103,230.72  18.56 
                                                   ----------------------------------       2/1/2000  9,698.76   116,385.12  20.93 
                                                                                       ------------------------------------------- 
                                                                                                                                   
                                                                                                                                   
         WOMENS READY TO WEAR                                                                                                      
                                                                                                                                   
                                                                                                                                   
- -----------------------------------------------------------------------------------------------------------------------------------
43729  HAMILTON LUGGAGE     3,227       3,227      Primary      5/11/89     5/10/99           6/1/92  5,166.67    62,000.04  19.21 
                                                   ----------------------------------        5/11/96  5,666.67    68,000.04  21.07 
                                                                                       ------------------------------------------- 
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
         WOMENS READY TO WEAR                                                                                                      
                                                                                                                                   
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                         BREAKPOINTS                                           CURRENT MO CHARGES   
                            LEASABLE   L/Y                         ANN      PSF                                                     
SPACE  TENANT               SQ FT    RPT  MO   TERM    START       BKPT     BKPT       %        C    F   T       STARTS       $/MO  
====================================================================================================================================
<C>    <S>                  <C>       <C> <C>    <C>   <C>      <C>         <C>       <C>      <C>   <C> <C>     <C>       <C>      
43717  AEROPOSTALE          4,865     M   Jan    P     1/31/97  1,463,554   300.83    6.00%    MIN   M   Step    1/31/97    7,317.77
                                                 ------------------------------------------    CAM   M   Step    1/31/97    4,439.31
                                                                                               TAX   M   Step    1/31/97    1,678.43
                                                                                               PRO   M   Step    1/31/97      608.13
                                                                                               OCC   M   Step    1/31/97      583.80
         UNISEX                                                                                                            ---------
                                                                                                                  TOTAL    14,627.44
                                                                                               -------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
43719  ARCHIE JACOBSON      4,622     M   Jan    P     5/10/91  1,064,683   250.34    6.00%    MIN   M  Step    1/30/97     5,398.18
                                                 P     5/10/94  1,187,295   279.17    6.00%    CAM   M  Step    1/30/97     4,217.58
                                                 P     1/30/97  1,079,237   233.50    6.00%    TAX   M  Step    1/30/97     1,594.59
                                                 P     5/10/98  1,274,131   299.58    6.00%    PRO   M  Step    1/30/97     1,421.27
                                                 ------------------------------------------    OCC   M  Step    1/30/97       554.64
                                                                                                                           ---------
         MENS READY-TO-WEAR                                                                                      TOTAL     13,184.26
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
43721  CHAMPS               8,841     M   Jan    P    11/20/92  2,210,250   250.00    5.00%    MIN   M  Step    12/1/92    11,051.25
                                                 P    11/20/97  2,504,950   283.33    5.00%    CAM   M  Est      1/1/97     8,067.00
                                                 1  11/20/2002  2,799,650   316.67    5.00%    TAX   M  Est      1/1/97     3,050.00
                                                 ------------------------------------------    PRO   M  CStep    1/1/97     1,884.13
                                                                                               OCC   M  Step     1/1/97     1,060.92
                                                                                                                           ---------
         ATHLETIC & SPORTING GOODS                                                                               TOTAL     25,113.30
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
43725  VACANT               3,655     M   Jan
         VACANT
- ------------------------------------------------------------------------------------------------------------------------------------
43727  DRESS BARN           5,562     M   Jan    P     5/11/89  1,531,921   275.43    4.00%    MIN   M  Step   12/01/92     8,602.56
                                                 P     5/11/92  1,723,411   300.85    4.00%    CAM   M  Cap      1/1/97     4,380.00
                                                 1   5/11/2000  1,938,838   348.59    4.00%    TAX   M  Est      1/1/97     1,919.00
                                                 ------------------------------------------    PRO   M  CStep    1/1/97       881.28
                                                                                               OCC   M  Step     1/1/97       667.44
                                                                                                                           ---------
         WOMENS READY TO WEAR                                                                                    TOTAL     16,450.28
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
43729  HAMILTON LUGGAGE     3,227     Q   Jan    P     5/11/89  1,100,000   340.87    5.00%    MIN   M  Step    5/11/96     5,666.67
                                                 P     5/11/92  1,200,000   371.86    5.00%    CAM   M  Est      1/1/97     2,853.00
                                                 P     5/11/96  1,300,000   402.85    5.00%    TAX   M  Est      1/1/97     1,113.00
                                                 ------------------------------------------    PRO   M  CStep    1/1/97     1,103.88
                                                                                               OCC   M  Step     1/1/97       387.24
                                                                                                                           ---------
         WOMENS READY TO WEAR                                                                                    TOTAL     11,123.79
                                                                                               -------------------------------------
                                                                                                  
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- ----------------------------------------------------------------------
*v = Sq Ft has been verified                                 RENT MEMO
                            LEASABLE              ANN
SPACE  TENANT               SQ FT        $/YR     PSF
======================================================================
43717  AEROPOSTALE          4,865     87,813.24   18.05
                                      53,271.75   10.95
                                      20,141.00    4.14
                                       7,297.50    1.50
                                       7,005.60    1.44
         UNISEX                      ----------   -----
                                     175,529.19   36.08
                                     ------------------

- ----------------------------------------------------------------------
43719  ARCHIE JACOBSON      4,622     64,754.16  14.01 
                                      50,610.90  10.95
                                      19,135.08   4.14
                                      17,055.18   3.69 
                                       6,655.68   1.44 
                                     ----------  ----- 
         MENS READY-TO-WEAR          158,211.00  34.23 
                                     ------------------
                                     
- ----------------------------------------------------------------------
43721  CHAMPS               8,841    132,615.00  15.00 
                                      96,804.00  10.95
                                      36,600.00   4.14
                                      22,609.57   2.56 
                                      12,731.04   1.44 
                                     ----------  ----- 
         ATHLETIC & SPORTING GOODS   301,359.61  34.09 
                                     ------------------
                                     
- ----------------------------------------------------------------------
43725  VACANT               3,655    
         VACANT
- ----------------------------------------------------------------------
43727  DRESS BARN           5,562    103,230.72  18.56
                                      52,580.00   9.45
                                      23,028.00   4.14
                                      10,575.35   1.90 
                                       8,009.28   1.44 
                                     ----------  ----- 
         WOMENS READY TO WEAR        197,403.35  35.49 
                                     ------------------
                                     
- ----------------------------------------------------------------------
43729  HAMILTON LUGGAGE     3,227     68,000.04  21.07 
                                      34,236.00  10.61
                                      13,356.00   4.14
                                      13,246.53   4.10 
                                       4,646.88   1.44 
                                     ----------  ----- 
         WOMENS READY TO WEAR        133,485.45  41.36 
                                     ------------------
                                     
- ----------------------------------------------------------------------

Run Date 3/31/97 10:26:13 AM  Run By   barbie   Franklin Mills           PAGE 28
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
*v = Sq Ft has been verified                               LEASE TERMS                                  MINIMUM RENT                
                            LEASABLE RENTABLE                                                                                       
SPACE  TENANT               SQ FT      SQ FT V*  TERM         START        END       TERM   START       /MO         /YEAR       PSF 
====================================================================================================================================
<C>    <S>                  <C>        <C>       <C>          <C>         <C>        <C> <C>          <C>        <C>           <C>  
43731  ATHLETES FOOT OUTLET 4,167      4,167     Primary      5/18/95     5/17/2000  P     5/18/95    6,945.00    83,340.00    20.00
                                                 1st Option   5/18/2000   5/17/2005  P     5/18/97    8,334.00   100,008.00    24.00
                                                 ----------------------------------  1   5/18/2000    9,375.75   112,509.00    27.00
                                                                                     -----------------------------------------------
                                                                                                                                    
         ATHLETIC & SPORTING GOODS                                                                                                  
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

43735  BOOT FACTORY         1,615      1,615     Primary      7/13/92     7/12/97           8/1/92   2,691.67     32,300.04    20.00
                                                 1st Option   7/13/97     7/12/2002        7/13/95   3,095.42     37,145.04    23.00
                                                 ----------------------------------        7/13/97   3,364.58     40,374.96    25.00
                                                                                     -----------------------------------------------
                                                                                                                                    
                                                                                                                                    
         SHOES                                                                                                                      
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

43737  02 KOOL              1,730      1,730     Primary       3/7/97      1/15/98                                                  
                                                 ----------------------------------  -----------------------------------------------
         TEMPORARY                                                                                                                  
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

43801  LEVIS               15,845     15,845     Primary       5/11/89    6/30/93           7/1/93   18,815.94   225,791.28    14.25
                                                 1st Option    7/1/93     1/31/96          2/1/95    20,136.36   241,638.32    15.25
                                                 2nd Option    2/1/96     1/31/2000  2     2/1/96    21,456.77   257,481.24    16.25
                                                 3rd Option    2/1/2000   1/31/2005        2/1/2000  22,777.18   273.326.16    17.25
                                                 4th Option    2/1/2005   1/31/2010        2/1/2005  24,097.60   289,171.20    18.25
                                                 ----------------------------------        -----------------------------------------
         UNISEX                                                                                                                     
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

43802  BOSTONIAN            3,058      3,056     Primary        2/6/96    2/5/2001   P      2/6/96    4,074.67   48,896.04     18.00
                                                 1st Option     2/6/2001  2/5/2006          2/6/99    4,584.00   55,008.00     18.00
                                                 ---------------------------------        2/6/2001    5,093.33   61,119.96     20.00
                                                                                     -----------------------------------------------
                                                                                                                                    
         SHOES                                                                                                                      
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
*v = Sq Ft has been verified                             BREAKPOINTS                                           CURRENT MO CHARGES   
                            LEASABLE   L/Y                         ANN       PSF                                                    
SPACE  TENANT               SQ FT    RPT  MO   TERM    START       BKPT      BKPT       %        C    F   T       STARTS       $/MO 
====================================================================================================================================
<C>    <S>                  <C>       <C> <C>    <C> <C>        <C>         <C>       <C>      <C>   <C> <C>     <C>       <C>      
43731  ATHLETES FOOT OUTLET 4,167     M   Jan    P     5/18/95  1,666,800   400.00    5.00%    MIN   M   Step    5/18/95    6,945.00
                                                 P     5/18/97  2,000,160   480.00    5.00%    CAM   M   Cap      1/1/97    3,802.00
                                                 1   5/18/2000  2,250,180   540.00    5.00%    TAX   M   Est      1/1/97    1,438.00
                                                 ------------------------------------------    PRO   M   CStep    1/1/97      984.01
                                                                                               OCC   M   Step     1/1/97      500.04
         ATHLETIC & SPORTING GOODS                                                                                         ---------
                                                                                                                  TOTAL    13,669.05
                                                                                               -------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------

43735  BOOT FACTORY                   M   Jan    P     7/13/92    403,750   250.00    4.00%    MIN   M  Step    7/13/95     3,095.42
                                                 P     7/13/95    444,125   275.00    4.00%    CAM   M  Cap      1/1/97     1,474.00
                                                 1     7/13/97    484,500   300.00    4.00%    TAX   M  Est      1/1/97       557.00
                                                 ------------------------------------------    PRO   M  CStep    1/1/97       600.98
                                                                                               OCC   M  Step     1/1/97       193.80
                                                                                                                           ---------
         SHOES                                                                                                   TOTAL      5,921.20
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------

43737  02 KOOL                        Z   Jan    P      3/7/97    180,000   104.05   10.00%    TLA   M  Step     3/7/97     1,500.00
                                                 ------------------------------------------                                ---------
         TEMPORARY                                                                                               TOTAL      1,500.00
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------

43801  LEVIS                          M   Jan    P     5/11/89  4,250,000   268.22    3.00%    MIN   M  Step     2/1/96    21,456.77
                                                 2      2/1/96  4,517,215   285.09    3.00%    CAM   M  Est      1/1/97    14,261.00
                                                 3    2/1/2000  4,795,198   302.63    3.00%    TAX   M  Est      1/1/97     5,467.00
                                                 4    2/1/2005  5,073,180   320.18    3.00%    PRO   M  CStep    1/1/97     2,751.97
                                                 ------------------------------------------    OCC   M  Step     1/1/97     1,901.40
                                                                                                                           ---------
         UNISEX                                                                                                  TOTAL     45,838.14
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------

43802  BOSTONIAN                      M   Jan    P      2/6/96    977,920   320.00    5.00%    MIN   M  Step     2/6/96     4,074.67
                                                 P      2/6/99  1,100,160   360.00    5.00%    CAM   M  Est      1/1/97     2,789.00
                                                 1    2/6/2001  1,222,400   400.00    5.00%    TAX   M  Est      1/1/97     1,054.00
                                                 ------------------------------------------    PRO   M  CStep    1/1/97       852.44
                                                                                               OCC   M  Step     1/1/97       366.72
         SHOES                                                                                                             ---------
                                                                                                                  TOTAL     9,136.83
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- -----------------------------------------------------------------------
*v = Sq Ft has been verified                                  RENT MEMO
                                                   ANN
SPACE  TENANT                             $/YR     PSF
=======================================================================
43731  ATHLETES FOOT OUTLET            83,340.00   20.00
                                       45,624.00   10.95
                                       17,256.00    4.14
                                       11,808.17    2.83
                                        6,000.48    1.44
         ATHLETIC & SPORTING GOODS    ----------   -----
                                      164,028.65   39.36
                                     -------------------
- -----------------------------------------------------------------------

43735  BOOT FACTORY                    37,145.04  23.00 
                                       17,688.00  10.95
                                        6,684.00   4.14
                                        7,211.81   4.47
                                        2,325.60   1.44 
                                      ----------  ----- 
         SHOES                         71,054.45  44.00 
                                     -------------------
                                     
- -----------------------------------------------------------------------

43737  02 KOOL              1,730      18,000.00  10.40 
                                       ---------- ----- 
         TEMPORARY                     18,000.00  10.40 
                                     -------------------
                                     
- -----------------------------------------------------------------------

43801  LEVIS               15,845     257,481.24  10.25 
                                      171,132.00  10.80
                                       85,604.00   4.14
                                       33,023.58   2.08 
                                       22,816.80   1.44 
                                      ----------  ----- 
         UNISEX                       550,057.62  34.71 
                                     -------------------
                                     
- -----------------------------------------------------------------------

43802  BOSTONIAN                       48,896.04  16.00
                                       33,468.00  10.95
                                       12,648.00   4.14
                                       10,229.29   3.35
                                        4,400.64   1.44
         SHOES                        ----------   -----
                                      109,641.97   35.88
                                     -------------------
                                     
- -----------------------------------------------------------------------

Run Date 3/31/97 10:26:17 AM  Run By   barbie     Franklin Mills         PAGE 29
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
*v = Sq Ft has been verified                               LEASE TERMS                                  MINIMUM RENT                
                            LEASABLE RENTABLE                                                                                       
SPACE  TENANT               SQ FT      SQ FT V*  TERM         START        END       TERM   START       /MO         /YEAR       PSF 
====================================================================================================================================
<C>    <S>                  <C>        <C>       <C>          <C>         <C>        <C>  <C>         <C>         <C>          <C>  
43803  WEARGUARD WORK WEA   3,685      3,685     Primary      11/5/92     11/4/97         12/1/92     6,141.87    73,700.04    20.00
                                                 1st Option   11/5/97     11/4/2002  -----------------------------------------------
                                                 ----------------------------------                                                 
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
         SPECIALTY                                                                                                                  
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

43807  WEST COAST OPTICAL   1,308      1,308     Primary      10/15/93    10/14/96        11/16/92    1,793.23    21,518.76    16.45
                                                 1st Option   10/15/96    10/14/99         12/1/93    3,270.00    39,240.00    30.00
                                                 ----------------------------------       10/15/96    3,815.00    45,780.00    35.00
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
         SERVICES                                                                                                                   
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

43809  PALACE ELECTRONICS   1,475      1,475     Primary       10/6/90    10/5/2000         1/1/92    4,302.09    51,625.08    35.00
                                                 ----------------------------------        10/6/95    4,670.83    56,049.96    38.00
                                                                                     -----------------------------------------------
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
         SPECIALTY                                                                                                                  
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

43813  SPAINS CARDS & GIFTS 3,787      3,787     Primary        8/10/89   8/9/92            9/1/93    7,067.50    84,810.00    22.40
                                                 1st Option     8/10/92   8/9/99            8/1/94    7,523.46    90,281.52    23.84
                                                 -----------------------------------        9/1/94    7,710.00    92,520.00    24.43
                                                                                           8/10/96    8,352.50   100,230.00    28.47
                                                                                                                                    
                                                                                                                                    
         CARDS & GIFTS                                                                                                              
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

43820  VACANT               6,241      6,241                                                                                        
         VACANT                                                                                                                     

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

43821  VACANT               3,910      3,910                                                                                        
         VACANT                                                                                                                     

- ------------------------------------------------------------------------------------------------------------------------------------
43825  KID CITY            10,646     10,646     Primary        3/10/97   12/31/97                                                  
                                                 ---------------------------------                                                  
            TEMPORARY                                                                                                               
                                                                                                                                    

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

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
*v = Sq Ft has been verified                             BREAKPOINTS                                           CURRENT MO CHARGES   
                            LEASABLE   L/Y                         ANN       PSF                                                    
SPACE  TENANT               SQ FT    RPT  MO   TERM    START       BKPT      BKPT      %        C    F   T       STARTS       $/MO  
====================================================================================================================================
<C>    <S>                  <C>       <C> <C>    <C>   <C>      <C>         <C>       <C>      <C>   <C> <C>      <C>      <C>      
43803  WEARGUARD WORK WEA             M   Jan    P     11/5/92  1,228,000   333.24    5.00%    MIN   M   Step     6/1/94    6,164.67
                                                 1     11/5/97  1,350,000   366.57    5.00%    CAM   M   Cap      1/1/97    3,363.00
                                                 ------------------------------------------    TAX   M   Cap      1/1/97    1,208.00
                                                                                               PRO   M   CStep    1/1/97    1,147.58
                                                                                               OCC   M   Step     1/1/97      442.20
                                                                                                                           ---------
         SPECIALTY                                                                                               TOTAL     12,302.45
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------

43807  WEST COAST OPTICAL             M   Jan    P    10/15/93    490,500   375.00    8.00%    MIN   M  Step   10/15/96     3,815.00
                                                 *    10/15/96    572,250   437.50    8.00%    CAM   M  Est      1/1/97     1,194.00
                                                                                               TAX   M  Est      1/1/97       451.00
                                                 ------------------------------------------    PRO   M  CStep    1/1/97       259.78
                                                                                               OCC   M  Step     1/1/97       156.96
                                                                                                                           ---------
         SERVICES                                                                                                TOTAL      5,876.74
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------

43809  PALACE ELECTRONICS             M   Jan    P     10/6/90  1,720,833   166.67    3.00%    MIN   M  Step    10/6/95     4,670.83
                                                 P     10/6/95  1,888,333   266.67    3.00%    CAM   M  Est      1/1/97     1,346.00
                                                 ------------------------------------------    TAX   M  Est      1/1/97       509.00
                                                                                               PRO   M  CStep    1/1/97       588.51
                                                                                               OCC   M  Step     1/1/97       177.00
                                                                                                                           ---------
         SPECIALTY                                                                                               TOTAL      7,289.34
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------

43813  SPAINS CARDS & GIFTS           Q   Jan    P     8/10/89  1,000,000   264.06    5.00%    MIN   M  Step    8/10/98     8,352.50
                                                 P     8/10/90  1,200,000   316.87    5.00%    CAM   M  Step     1/1/97     3,456.00
                                                 P     8/10/91  1,659,840   438.30    5.00%    TAX   M  Est      1/1/97     1,307.00
                                                 1     8/10/92  1,619,000   427.52    5.00%    PRO   M  CStep    1/1/97     1,274.95
                                                 1     8/10/93  1,696,200   477.90    5.00%    OCC   M  Step     1/1/97       454.44
                                                 1     8/10/94  1,850,400   488.62    5.00%                                ---------
         CARDS & GIFTS                           1     8/10/96  2,004,600   529.34    5.00%                      TOTAL     14,844.89
                                                 ------------------------------------------    -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------

43820  VACANT                         M   Jan                                                  -------------------------------------
         VACANT                                                                                   

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

43821  VACANT                         M   Jan                                                  -------------------------------------
         VACANT                                                                                   

- ------------------------------------------------------------------------------------------------------------------------------------
43825  KID CITY                       Q   Jan    *     2/27/97  1,500,000   140.90   10.00%    TLA   M  Step    2/28/97    12,500.00
                                                 ------------------------------------------                                ---------
            TEMPORARY                                                                                             TOTAL    12,500.00
                                                                                               -------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- -----------------------------------------------------------------------
*v = Sq Ft has been verified                                  RENT MEMO
                            LEASABLE               ANN
SPACE  TENANT               SQ FT         $/YR     PSF
=======================================================================
43803  WEARGUARD WORK WEA              73,700.04  20.00
                                       40,356.00  10.95
                                       14,496.00   3.93
                                       13,770.93   3.74
                                        5,306.40   1.44
                                      ----------  ----- 
         SPECIALTY                    147,629.37  40.06
                                     -------------------
                                     
- -----------------------------------------------------------------------

43807  WEST COAST OPTICAL              45,780.00  35.00 
                                       14,328.00  10.95
                                        5,412.00   4.14
                                        3,117.35   2,38 
                                        1,883.52   1.44 
                                      ----------  ----- 
         SERVICES                      70,520.87  53.91 
                                     -------------------
                                     
- -----------------------------------------------------------------------

43809  PALACE ELECTRONICS              56,049.96  38.00
                                       16,152.00  10.95
                                        6,108.00   4.14
                                        7,038.16   4.77 
                                        2,124.00   1.44 
                                      ----------  ----- 
         SPECIALTY                     87,472.12  59.30 
                                     -------------------
                                     
- -----------------------------------------------------------------------

43813  SPAINS CARDS & GIFTS           100,230.00  26.47 
                                       41,472.00  10.95
                                       15,684.00   4.14
                                       15,299.38   4.04 
                                        5,453.28   1.44 
                                      ----------  ----- 
         CARDS & GIFTS                178,138.66  47.04 
                                     -------------------
                                     
- -----------------------------------------------------------------------

43820  VACANT                        --------------------
         VACANT                      

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

43821  VACANT                        --------------------
         VACANT                      

- -----------------------------------------------------------------------
43825  KID CITY            10,646     150,000.00  14.09
                                      ----------   -----
            TEMPORARY                 150,000.00   14.09
                                     -------------------

- -----------------------------------------------------------------------
Run Date 3/31/97 10:26:22 AM  Run By   barbie   Franklin Mills           PAGE 30
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
*v = Sq Ft has been verified                               LEASE TERMS                                  MINIMUM RENT                
                            LEASABLE RENTABLE                                                                                       
SPACE  TENANT               SQ FT      SQ FT V*  TERM         START        END       TERM   START       /MO         /YEAR       PSF 
====================================================================================================================================
<C>    <S>                  <C>        <C>       <C>          <C>         <C>        <C>  <C>         <C>         <C>          <C>  
43831  RITZ CAMERA          1,437      1,437     Primary       6/1/89     5/31/99           1/1/92    2,760.24    33,122.88    23.05
                                                 ----------------------------------         6/1/94    3,181.89    38,181.12    26.57
                                                                                     -----------------------------------------------
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
         SERVICES                                                                                                                   
                                                                                                                                    

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

43833  PRESTIGE FRAGRANCE & 1,376      1,376     Primary       2/6/92        2/4/97  P      5/1/93    3,440.00    41,280.04    30.00
                                                 1st Option    2/5/97      2/4/2002  P      2/5/95    3,784.00    45,408.00    33.00
                                                 ----------------------------------  1      2/5/97    4,128.00    49,536.00    36.00
                                                                                     1    2/5/2000    4,472.00    53,664.04    39.00
                                                                                     -----------------------------------------------
                                                                                                                                    
Holdover HEALTH & BEAUTY AIDS                                                                                                       

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

43835  CR JEWELERS OUTLET   1,255      1,255     Primary      4/20/96     4/19/2001  P     4/20/96    3,680.42    43,925.04    35.00
                                                 1st Option  4/20/2001    4/19/2006        4/20/99    3,889.58    48,434.96    37.00
                                                 ----------------------------------      4/20/2001    4,078.75    48,945.00    39.00
                                                                                         4/20/2003    4,287.92    51,455.04    41.00
                                                                                                                                    
                                                                                                                                    
         JEWELRY                                                                                                                    
                                                                                                                                    

- ------------------------------------------------------------------------------------------------------------------------------------
43837  SO  FUN KIDS         1,840      1,840     Primary       3/12/96      3/10/97  P      4/1/96    2,148.20    25,778.40    14.01
                                                 ----------------------------------  -----------------------------------------------
                                                                                                                                    
         CHILDRENS READY TO WEAR                                                                                                    
                                                                                                                                    

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

43838  ORIGINAL COOKIE COMP   574        574     Primary     5/11/89     5/10/99            1/1/92    4,783.33    57,399.96   100.00
                                                 ---------------------------------   -----------------------------------------------
         FOOD SPECIALTY                                                                                                             
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

43839  VACANT                 765        765                                                                                        
         VACANT
                                                                                                                                    

- ------------------------------------------------------------------------------------------------------------------------------------
43841  SNO BIZ              1,259      1,259     Primary      8/22/96      12/31/96                                                 
         UNISEX                                                                                                                     
                                                                                                                                    
                                                                                                                                    

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

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
*v = Sq Ft has been verified                              BREAKPOINTS                                         CURRENT MO CHARGES   
                            LEASABLE    L/Y                          ANN       PSF                                                 
SPACE  TENANT               SQ FT     RPT  MO   TERM    START        BKPT      BKPT    %        C    F   T       STARTS       $/MO  
====================================================================================================================================
<C>    <S>                  <C>        <C> <C>    <C>   <C>       <C>         <C>     <C>      <C>   <C> <C>      <C>      <C>      
43831  RITZ CAMERA                     Q   Jan    P      6/1/89     493,929   343.72  7.00%    MIN   M   Step     6/1/94    3,181.76
                                                  P      6/1/89   1,152,500   802.02  3.00%    CAM   M   Est      1/1/97    1,311.00
                                                  P      6/1/94     589,357   396.21  7.00%    TAX   M   Est      1/1/97      496.00
                                                  P      6/1/94   1,328,500   924.50  3.00%    PRO   M   CStep    1/1/97      612.48
                                                  -----------------------------------------    OCC   M   Step     1/1/97      172.44
                                                                                                                           ---------
         SERVICES                                                                                                TOTAL      5,773.68
                                                                                              --------------------------------------

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

43833  PRESTIGE FRAGRANCE              Q   Jan    P      2/5/92     589,714   428.57  5.00%    MIN   M  Step     2/5/95 H   3,784.00
                                                  P      2/5/95     648,686   471.43  5.00%    CAM   M  Est      1/1/97 H   1,256.00
                                                  1      2/5/97     707,657   514.29  5.00%    TAX   M  Est      1/1/97 H     475.00
                                                  1    2/5/2000     766,629   557.14  5.00%    PRO   M  CStep    1/1/97 H     528.44
                                                  -----------------------------------------    OCC   M  Step     1/1/97 H     165.12
                                                                                                                           ---------
Holdover HEALTH & BEAUTY AIDS                                                                 --------------------------------------

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

43835  CR JEWELERS OUTLET              M   Jan    P     4/20/96     878,500   700.00  5.00%    MIN   M  Step    4/20/96     3,660.42
                                                  P     4/20/99     928,700   740.00  5.00%    CAM   M  Est      1/1/97     1,145.00
                                                  1   4/20/2001     978,900   780.00  5.00%    TAX   M  Est      1/1/97       433.00
                                                  1   4/20/2003   1,029,100   820.00  5.00%    PRO   M  CStep    1/1/97       430.85
                                                  -----------------------------------------    OCC   M  Step     1/1/97       150.60
                                                                                                                           ---------
         JEWELRY                                                                                                 TOTAL      5,819.87
                                                                                              --------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
43837  SO FUN KIDS                     Z   Jan    P     3/12/96     144,000    78.26  4.00%    MIN   M  Step     4/1/96     2,148.20
                                                  -----------------------------------------    OCC   M  Step     4/1/96       220.80
                                                                                                                           ---------
         CHILDRENS READY TO WEAR                                                                                 TOTAL      2,369.00
                                                                                              --------------------------------------

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

43838  ORIGINAL COOKIE COMP            Q   Jan    P     5/11/89     600,000   045.30 10.00%    MIN   M  Step     1/1/92     4,783.33
                                                  -----------------------------------------    CAM   M  Est      1/1/97       524.00
         FOOD SPECIALTY                                                                        TAX   M  Est      1/1/97       198.00
                                                                                               PRO   M  CStep    1/1/97       266.37
                                                                                               OCC   M  Step     1/1/97        68.88
                                                                                                                           ---------
                                                                                                                 TOTAL      5,840.58
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------

43839  VACANT                 765      N   Jan    
         VACANT
                                                                                               -------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
43841  SNO BIZ              1,259     Z    Jan    P     8/22/96     180,000   142.97 10.00%    TLA   M   Step    8/22/96    1,500.00
         UNISEX                                                                                                            ---------
                                                                                                                  TOTAL     1,500.00
                                                                                               -------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


- ----------------------------------------------------------------------
*v = Sq Ft has been verified                                 RENT MEMO
                            LEASABLE              ANN
SPACE  TENANT               SQ FT        $/YR     PSF
======================================================================
43831  RITZ CAMERA                    38,181.12   26.57
                                      15,732.00   10.95
                                       5,952.00    4.14
                                       7,349.73    5.11
                                       2,069.28    1.44
                                     ----------  ----- 
         SERVICES                     69,284.13  48.21 
                                     -----------------

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

43833  PRESTIGE FRAGRANCE & 1,376     45,408.00  33.00 
                                      15,072.00  10.95
                                       5,700.00   4.14
                                       6,341.23   4.61 
                                       1,981.44   1.44 
                                     ----------  ----- 
Holdover HEALTH & BEAUTY AIDS        ----------------- 

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

43835  CR JEWELERS OUTLET   1,255     43,925.04  35.00 
                                      13,740.00  10.95
                                       5,196.00   4.14
                                       5,170.20   4.12 
                                       1,807.20   1.44 
                                     ----------  ----- 
         JEWELRY                      69,838.44  55.65 
                                     -----------------

- ----------------------------------------------------------------------
43837  SO FUN KIDS          1,840     25,778.40  14.01 
                                       2,649.60   1.44
                                     ----------  ----- 
         CHILDRENS READY TO WEAR      28,428.44  15.45 
                                     -----------------

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

43838  ORIGINAL COOKIE COMP   574     57,399.96 100.00 
                                       6,288.00  10.95
         FOOD SPECIALTY                2,376.00   4.14
                                       3,196.44   5.57
                                         826.56   1.44 
                                     ----------  ----- 
                                      70,086.96 122.10 
                                     ------------------
                                     
- ----------------------------------------------------------------------

43839  VACANT                 765    
         VACANT
                                     ------------------

- ----------------------------------------------------------------------
43841  SNO BIZ              1,259     18,000.00   14.30
         UNISEX                      ----------   -----
                                      18,000.00   14.30
                                     ------------------

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

Run Date 3/31/97 10:26:28 AM  Run By   barbie   Franklin Mills           PAGE 31
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
*v = Sq Ft has been verified                               LEASE TERMS                                  MINIMUM RENT                
                            LEASABLE RENTABLE                                                                                       
SPACE  TENANT               SQ FT      SQ FT V*  TERM         START        END       TERM   START       /MO         /YEAR       PSF 
====================================================================================================================================
<C>    <S>                  <C>        <C>       <C>          <C>         <C>        <C>  <C>         <C>         <C>          <C>  
43852  HAT TRICK JEWELRY    1,264      1,264     Primary      4/26/96     1/31/2001  *     4/26/96    3,897.33    46,767.96    37.00
                                                 1st Option   2/1/2001    1/13/2006  P      1/1/97    1,053.33    12,639.96    10.00
                                                 ----------------------------------         7/1/97    3,897.33    46,767.96    37.00
                                                                                           4/26/99    4,108.00    49,296.00    39.00
                                                                                          2/1/2001    4,318.67    51,824.04    41.00
         JEWELRY                                                                                                                    
                                                                                                                                    
                                                                                                                                    

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

43853  PORTRAITS PLUS         584        584     Primary      4/8/96         7/1/96                                                 
                                                 Primary      7/8/96        9/30/96                                                 
                                                 Primary     10/1/96       12/31/96                                                 
                                                 Primary      1/1/97        6/30/97                                                 
                                                 ----------------------------------                                                 
         TEMPORARY                                                                                                                  

- ------------------------------------------------------------------------------------------------------------------------------------
43854  LOLLIPOP BOUTIQUE      650         650    Primary       9/5/96       1/4/97                                                  
                                                 Primary       1/5/97      6/30/97                                                  
                                                 ---------------------------------                                                  
                                                                                                                                    
                                                                                                                                    
         TEMPORARY

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

43863  GNC                  1,047      1,047     Primary      1/10/92      1/9/2002         4/1/92    2,000.00    24,000.00    22.92
                                                 ----------------------------------        3/10/95    2,166.66    25.999.92    24.83
                                                                                           3/10/99    2,333.33    27,999.96    26.74
                                                                                           -----------------------------------------
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
         HEALTH & BEAUTY AIDS                                                                                                       

                                                                                                                                    

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

43865  MAJOR JEWELERS OUTL  1,197      1,197     Primary       11/8/90     1/31/2001        1/1/92    3,996.67    47,960.04    40.07
                                                 -----------------------------------       11/8/95    4,496.25    53,955.00    45.08
                                                                                     -----------------------------------------------
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
         JEWELRY                                                                                                                    
                                                                                                                                    
                                                                                                                                    

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


<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
*v = Sq Ft has been verified                             BREAKPOINTS                                           CURRENT MO CHARGES   
                            LEASABLE   L/Y                          ANN      PSF                                                    
SPACE  TENANT               SQ FT    RPT  MO   TERM    START        BKPT     BKPT      %        C    F   T       STARTS       $/MO  
====================================================================================================================================
<C>    <S>                  <C>       <C> <C>    <C>   <C>        <C>       <C>      <C>       <C>   <C> <C>      <C>      <C>      
43852  HAT TRICK JEWELRY    1,264     M   Jan    P     4/26/96    467,680   370.00   10.00%    MIN   M   Step     1/1/97    1,053.33
                                                 P     4/26/99    492.960   390.00   10.00%    CAM   M   Est      1/1/97    1,153.00
                                                 1    2/1/2001    518,240   410.00   10.00%    TAX   M   Est      1/1/97      436.00
                                                 ------------------------------------------    PRO   M   CStep    1/1/97      433.94
                                                                                               OCC   M   Step     1/1/97      151.68
         JEWELRY                                                                                                           ---------
                                                                                                                  TOTAL     3,227.95
                                                                                               -------------------------------------

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

43853  PORTRAITS PLUS         584     Z   Jan    P      4/8/96    180,000   308.22   10.00%    TLA   M  Step     3/1/97     2,000.00
                                                 P     11/1/96    240,000   410.96   10.00%                                ---------
                                                       12/1/96    300,000   513.70   10.00%                      TOTAL      2,000.00
                                                 P      1/1/97    180,000   308.22   10.00%     ------------------------------------
                                                 P      3/1/97    240,000   410.96   10.00%                                         
         TEMPORARY                               P      4/1/97    180,000   108.22   10.00%

- ------------------------------------------------------------------------------------------------------------------------------------
43854  LOLLIPOP BOUTIQUE      650     Z   Jan    P       9/5/96   180,000   276.92   10.00%    TLA   M  Step     3/1/97     1,500.00
                                                 P      11/1/96   240,000   369.23   10.00%                                ---------
                                                 P      12/1/96   300,000   461.54   10.00%                      TOTAL      1,500.00
                                                 P       1/1/97   144,000   221.54   10.00%    -------------------------------------
                                                 P       3/1/97   180,000   276.92   10.00% 
         TEMPORARY

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

43863  GNC                  1,047     M   Jan    P     3/10/92    400,000   382.04    6.00%    MIN   M  Step    3/10/95     2,166.66
                                                 P     3/10/95    433,333   413.88    6.00%    CAM   M  Est      1/1/97       955.00
                                                 P     3/10/99    466,667   445.72    6.00%    TAX   M  Est      1/1/97       361.00
                                                 ------------------------------------------    PRO   M  CStep    1/1/97       446.25
                                                                                               OCC   M  Step     1/1/97       125.64
                                                                                                                           ---------

         HEALTH & BEAUTY AIDS                                                                                    TOTAL      4,054.55

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

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

43865  MAJOR JEWELERS OUTL  1,197     M   Jan    P     11/8/90  1,300,000   086.05    5.00%    MIN   M  Step    11/8/95     4,496.25
                                                 P     11/8/95  1,500,000   253.13    5.00%    CAM   M  Est      1/1/97     1,092.00
                                                 ------------------------------------------    TAX   M  Est      1/1/97       413.00
                                                                                               PRO   M  CStep    1/1/97       473.13
                                                                                               OCC   M  Step     1/1/97       143.64
                                                                                                                           ---------
         JEWELRY                                                                                                 TOTAL      6,618.02
                                                                                               -------------------------------------
                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- ----------------------------------------------------------------------
*v = Sq Ft has been verified                                 RENT MEMO
                            LEASABLE              ANN
SPACE  TENANT               SQ FT        $/YR     PSF
======================================================================
43852  HAT TRICK JEWELRY    1,264     12,839.96   10.00
                                      13,836.00   10.95
                                       5,232.00    4.14
                                       5,207.28    4.12
                                       1,820.16    1.44
         JEWELRY                     ----------   -----
                                      38,735.40   30.65
                                     ------------------

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

43853  PORTRAITS PLUS         584     24,000.00  41.10 
                                     ----------  -----
                                      24,000.00  41.10
                                     ----------------- 
                                                        
         TEMPORARY                   

- ----------------------------------------------------------------------
43854  LOLLIPOP BOUTIQUE      650     18,00.000  27.69 
                                     ----------  -----
                                      18,000.00  27.69
                                     ------------------
                                     
         TEMPORARY

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

43863  GNC                  1,047     25,999.92  24.83
                                      11,460.00  10.95
                                       4,332.00   4.14
                                       5,354.97   5.11 
                                       1,507.68   1.44 
                                     ----------  ----- 
         HEALTH & BEAUTY AIDS         48,854.57  40.47 

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

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

43865  MAJOR JEWELERS OUTL  1,197     53,955.00  45.08
                                      13,104.00  10.95
                                       4,956.00   4.14
                                       5,677.54   4.74 
                                       1,723.68   1.44 
                                     ----------  ----- 
         JEWELRY                      79,416.22  66.35 
                                     ------------------
                                     

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

Run Date 3/31/97 10:26:32 AM  Run By   barbie   Franklin Mills           PAGE 32
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
*v = Sq Ft has been verified                               LEASE TERMS                                  MINIMUM RENT                
                            LEASABLE RENTABLE                                                                                       
SPACE  TENANT               SQ FT      SQ FT V*  TERM         START        END       TERM   START       /MO         /YEAR       PSF 
====================================================================================================================================
<C>    <S>                  <C>        <C>       <C>          <C>         <C>        <C>  <C>         <C>         <C>          <C>  
43871  HOUSE OF PERFUMES, IN  924        924     Primary     11/17/90    11/16/2000         1/1/92    3,418.50    41,022.00    44.40
                                                 ----------------------------------        12/1/93    2,941.50    35,298.00    38.20
                                                                                           11/17/97   3,100.50    37,206.00    40.27
                                                                                     -----------------------------------------------
                                                                                                                                    
         HEALTH & BEAUTY AIDS                                                                                                       
                                                                                                                                    
                                                                                                                                    

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

43874  UNITED CHECK CASHING   355        355     Primary      7/12/93       7/11/98         8/1/93    1,216.67    14,600.04    41.13
                                                 ----------------------------------        7/12/96    1,416.81    17,001.77    47.89
                                                                                     -----------------------------------------------
                                                                                                                                    
                                                                                                                                    
         SERVICES                                                                                                                   
                                                                                                                                    
                                                                                                                                    

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

43875  ENCORE BOOKS        13,216     13,216     Primary       5/1/96    4/30/2001   P      5/1/96   11,013.33   132,159.96    10.00
                                                 1st Option  5/1/2001    4/30/2006        5/1/2001   14,317.33   171,807.96    13.00
                                                 ----------------------------------  -----------------------------------------------
         BOOKS RECORDS & TAPES                                                                                                      
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    

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

43F127 BAVARIAN PRETZEL       510        510     Primary      11/11/96    11/10/2001 P    11/11/96    2,165.83    25,989.98    50.96
                                                 1st Option   11/20/200   11/10/2006    11/11/2001    2,300.00    27,600.00    54.12
                                                 ----------------------------------  -----------------------------------------------
         FOOD SPECIALTY                                                                                                             
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    

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

43F129 VACANT               1,600      1,600                                                                                        
         VACANT                                                                                                                     

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

43F132 CHINA BUDDHA EXPRESS   218        218     Primary       7/26/96     5/10/2002 *     7/26/96      908/33    10,899.96    50.00
                                                 1st Option  5/11/2002     5/10/2007     5/11/2002      999.17    11,990.04    55.00
                                                 ----------------------------------  -----------------------------------------------
         FOOD COURT                                                                                                                 
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    

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

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
*v = Sq Ft has been verified                             BREAKPOINTS                                           CURRENT MO CHARGES   
                            LEASABLE   L/Y                         ANN       PSF                                                    
SPACE  TENANT               SQ FT    RPT  MO   TERM    START       BKPT      BKPT      %        C    F   T       STARTS       $/MO  
====================================================================================================================================
<C>    <S>                  <C>       <C> <C>    <C>   <C>        <C>       <C>       <C>      <C>   <C> <C>      <C>      <C>      
43871  HOUSE OF PERFUMES, IN  924     M   Jan    P    11/17/90    417,375   451.70    8.00%    MIN   M   Step    12/1/93    2,941.50
                                                 P    11/17/93    441,225   477.52    8.00%    CAM   M   Est      1/1/97      843.00
                                                 P    11/17/97    465,075   503.33    8.00%    TAX   M   Est      1/1/97      319.00
                                                 ------------------------------------------    PRO   M   CStep    1/1/97      458.53
                                                                                               OCC   M   Step     1/1/97      110.88
         HEALTH & BEAUTY AIDS                                                                                              ---------
                                                                                                                  TOTAL     4,670.91
                                                                                               -------------------------------------

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

43874  UNITED CHECK CASHING   355     M   Jan    P     7/12/93    500,000   408.45    6.00%    MIN   M   Step    7/12/96    1,416.81
                                                 ------------------------------------------    CAM   M   Est      1/1/97      324.00
                                                                                               TAX   M   Est      1/1/97      122.00
                                                                                               PRO   M   CStep    1/1/97      532.79
                                                                                               OCC   M   Step     1/1/97       42.60
         SERVICES                                                                                                          ---------
                                                                                                                  TOTAL     2,438.21
                                                                                               -------------------------------------

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

43875  ENCORE BOOKS        13,216     M   Jan    P      5/1/96  2,643,200   200.00    5.00%    MIN   M  Step     5/1/96    11,013.33
                                                 1    5/1/2001  3,436,160   360.00    5.00%    CAM   M  Cap      1/1/97    12,060.00
                                                 ------------------------------------------    TAX   M  Est      1/1/97     4,560.00
         BOOKS RECORDS & TAPES                                                                 PRO   M  CStep    1/1/97     1,134.29
                                                                                               OCC   M  Step     1/1/97     1,585.92
                                                                                                                           ---------
                                                                                                                 TOTAL     30,353.54
                                                                                               -------------------------------------

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

43F127 BAVARIAN PRETZEL       510     M   Jan    P    11/11/96    259,900   509.61   10.00%    MIN   M  Step   11/11/96     2,165.83
                                                 1  11/11/2001    276,000   541.18   10.00%    CAM   M  Step     1/1/97       465.38
                                                 ------------------------------------------    TAX   M  Step     1/1/97       175.95
         FOOD SPECIALTY                                                                        PRO   M  Step   11/11/96       416.67
                                                                                               FCT   M  Step     1/1/97       669.38
                                                                                               OCC   M  Step     1/1/97        61.20
                                                                                                                           ---------
                                                                                                                 TOTAL      3,954.41
                                                                                               -------------------------------------

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

43F129 VACANT               1,600     M   Jan
         VACANT                                                                                -------------------------------------

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

43F132 CHINA BUDDHA EXPRESS   218     M   Jan    P     7/26/96    250,000   146.79   10.00%    MIN   M  Step    7/26/96       908.33
                                                 1   5/11/2001    275,000   261.47   10.00%    CAM   M  Est      1/1/97       199.00
                                                 ------------------------------------------    TAX   M  Est      1/1/97        75.00
         FOOD COURT                                                                            PRO   M  Step     1/1/97       214.58
                                                                                               FCT   M  Est      1/1/97       701.00
                                                                                               OCC   M  Step     1/1/97        26.16
                                                                                                                           ---------
                                                                                                                 TOTAL      2,124.05
                                                                                               -------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- ----------------------------------------------------------------------
*v = Sq Ft has been verified                                 RENT MEMO
                            LEASABLE              ANN
SPACE  TENANT               SQ FT        $/YR     PSF
======================================================================
43871  HOUSE OF PERFUMES, IN  924     35,298.00   38.20
                                      10,116.00   10.95
                                       3,828.00    4.14
                                       5,478.31    5.93
                                       1,330.56    1.44
         HEALTH & BEAUTY AIDS        ----------   -----
                                      56,050.87   60.66
                                     ------------------

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

43874  UNITED CHECK CASHING   355     17,001.77   47.89
                                       3,888.00   10.95
                                       1,464.00    4.14
                                       6,393.51   18.01
                                         511.20    1.44
         SERVICES                    ----------   -----
                                      29,258.48   82.43
                                     ------------------

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

43875  ENCORE BOOKS        13,216    132,159.96  10.00 
                                     144,720.00  10.95
                                      54,720.00   4.14
         BOOKS RECORDS & TAPES        13,611.49   1.03 
                                      19,031.04   1.44 
                                     ----------  ----- 
                                     364,242.49  27.58 
                                     ------------------

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

43F127 BAVARIAN PRETZEL       510     25,989.96  50.96 
                                       5,584.50  10.95
                                       2,111.40   4.14
         FOOD SPECIALTY                5,000.00   9.80 
                                       8,032.50   1.44
                                         734.40   1.44 
                                     ----------  ----- 
                                      47,452.76  93.04 
                                     ------------------

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

43F129 VACANT               1,600    
         VACANT                      ------------------

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

43F132 CHINA BUDDHA EXPRESS   218     10,899.96  50.00 
                                       2,388.00  10.95
                                         900.00   4.14
         FOOD COURT                    2,574.72  11.81 
                                      8,412.00  38.60
                                         313.92   1.44 
                                     ----------  ----- 
                                      25,488.60 116.94 
                                     ------------------

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


Run Date 3/31/97 10:26:36 AM  Run By   barbie   Franklin Mills          PAGE 33
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
*v = Sq Ft has been verified                               LEASE TERMS                                  MINIMUM RENT                
                            LEASABLE RENTABLE                                                                                       
SPACE  TENANT               SQ FT     SQ FT V*  TERM         START        END       TERM   START       /MO         /YEAR       PSF  
====================================================================================================================================
<C>    <S>                  <C>       <C>       <C>          <C>         <C>        <C>  <C>         <C>         <C>          <C>   
43F133 NATHANS                674       674     Primary     10/30/89    10/29/9900         1/1/92    4,166.57    50,000.04    58.05 
                                                ----------------------------------        10/1/94    4,220.43    50,645.16    56.78 
                                                                                          11/1/94    5,000.00    60.000.00    67.26 
                                                                                    P      1/1/97    3,777.77    45,333.24    67.26 
                                                                                    ----------------------------------------------- 
         FOOD COURT                                                                                                                 
                                                                                                                                    
                                                                                                                                    

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

43F136 ARBYS                1,025     1,025     Primary     11/20/89      11/19/99  P      7/1/93    2,135.42    25,825.04    25.00 
                                                ----------------------------------  P     11/1/94    2,582.50    30,750.00    30.00 
                                                                                    ----------------------------------------------- 
                                                                                                                                    
         FOOD COURT                                                                                                                 
                                                                                                                                    
                                                                                                                                    

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

43F137 BAINS DELI           1,171     1,171     Primary      5/11/89       5/10/99         1/1/93    3,236.87    38,842.44    33.18%
                                                ----------------------------------         1/1/94    3,259.13    39,109.56    33.40%
                                                                                           5/1/94    3,365.00    40,380.00    34.48%
                                                                                           6/1/94    3,415.42    40,985.04    35.00%
                                                                                    P      1/1/95    3,437.69    41,252.28    35.23%
                                                                                    P      1/1/96    3,461.83    41,541.96    35.48%
         FOOD COURT                                                                 P      1/1/97    3,487.73    41,852.78    35.74%
                                                                                    P      1/1/93    3,461.83    41,541.96    35.48%
                                                                                    ------------------------------------------------

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

43F163 VACANT               1,052     1,052                                                                                         
         VACANT                                                                                                                     

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

43F167 VACANT                 688       688                                                                                         
         VACANT                                                                                                                     

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

43F169 VACANT                 651       651                                                                                         
         VACANT                                                                                                                     

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

43F171 VACANT                 759       759                                                                                         
         VACANT                                                                                                                     

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

43F173 VACANT                 628       628                                                                                         
         VACANT                                                                                                                     

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

43F175 VACANT                 711       711                                                                                         
         VACANT                                                                                                                     

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

43F177 VACANT                 553       553                                                                                         
         VACANT                                                                                                                     

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

43F179 VACANT                 485       485                                                                                         
         VACANT                                                                                                                     

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


<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
*v = Sq Ft has been verified                               BREAKPOINTS                                          CURRENT MO CHARGES  
                            LEASABLE     L/Y                        ANN      PSF                                                    
SPACE  TENANT               SQ FT     RPT  MO   TERM    START      BKPT      BKPT      %        C    F   T       STARTS       $/MO  
====================================================================================================================================
<C>    <S>                  <C>        <C> <C>    <C>   <C>       <C>       <C>       <C>      <C>   <C> <C>      <C>      <C>      
43F133 NATHANS                674      M   Jan    P    10/30/89   500,000   560.54   10.00%    MIN   M   Step     1/1/97    3,777.77
                                                  P    10/30/94   600,000   672.65   10.00%    CAM   M   Est      1/1/97      607.00
                                                  -----------------------------------------    TAX   M   Est      1/1/97      200.00
                                                                                               PRO   M   CStep    1/1/97      335.00
                                                                                               FCT   M   Est      1/1/97    1,723.00
                                                                                               OCC   M   Step     1/1/97       80.88
         FOOD COURT                                                                                                        ---------
                                                                                                                  TOTAL     6,723.65
                                                                                               -------------------------------------

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

43F136 ARBYS                1,025      M   Jan    P    11/20/89   419,167   408.94    6.00%    NT5   M   Step     6/1/96      700.00
                                                  P      1/1/94   503,000   490.73    6.00%    MIN   M   Step    11/1/94    2,562.50
                                                  -----------------------------------------    CAM   M   Est      1/1/97      935.00
                                                                                               TAX   M   Est      1/1/97      354.00
                                                                                               PRO   M   CStep    1/1/97      525.16
                                                                                               FCT   M   Est      1/1/97    3,297.00
                                                                                               OCC   M   Step     1/1/97      123.00
         FOOD COURT                                                                                                        ---------
                                                                                                                  TOTAL     8,496.66
                                                                                               -------------------------------------

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

43F137 BAINS DELI           1,171      Q   Jan    *      4/1/89   261,120   222.99    8.00%    MIN   M   CStep    1/1/97    3,487.73
                                                  P      7/1/89   460,800   393.51    8.00%    CAM   M   Est      1/1/97    1,069.00
                                                  P      1/1/94   504,000   430.00    8.00%    TAX   M   Est      1/1/97      404.00
                                                  P      4/1/99   220,932   188.67    8.00%    PRO   M   CStep    1/1/97      499.10
                                                  -----------------------------------------    FCT   M   Est      1/1/97    2,408.00
                                                                                               OCC   M   Step     1/1/97      140.52
         FOOD COURT                                                                                                        ---------
                                                                                                                  TOTAL     8,008.36
                                                                                               -------------------------------------

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

43F163 VACANT               1,052      M   Jan
         VACANT                                                                                -------------------------------------

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

43F167 VACANT                 688      M   Jan
         VACANT                                                                                -------------------------------------

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

43F169 VACANT                 651      M   Jan
         VACANT                                                                                -------------------------------------

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

43F171 VACANT                 759      M   Jan
         VACANT                                                                                -------------------------------------

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

43F173 VACANT                 628      M   Jan
         VACANT                                                                                -------------------------------------

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

43F175 VACANT                 711      M   Jan
         VACANT                                                                                -------------------------------------

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

43F177 VACANT                 553      M   Jan
         VACANT                                                                                -------------------------------------

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

43F179 VACANT                 485      M   Jan
         VACANT                                                                                -------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


- -----------------------------------------------------------------------
*v = Sq Ft has been verified                                  RENT MEMO
                            LEASABLE               ANN
SPACE  TENANT               SQ FT        $/YR     PSF
======================================================================
43F133 NATHANS                674     45,333.24   67.26
                                       7,284.00   10.81
                                       2,400.00    3.56
                                       4,019.97    5.96
                                      20,676.00   30.68
                                         970.56    1.44
         FOOD COURT                  ----------   -----
                                      80,683.77  119.71
                                     ------------------

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

43F136 ARBYS                1,025      8,400.00    8.20
                                      30,750.00   30.00
                                      11,220.00   10.95
                                       4,248.00    4.14
                                      39,564.00   38.60
                                       1,476.00    1.44
         FOOD COURT                  ----------   -----
                                     101,959.93   99.48
                                     ------------------

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

43F137 BAINS DELI           1,171     41,852.78   35.74
                                      12,828.00   10.95
                                       4,848.00    4.14
                                       5,989.24    5.11
                                      28,896.00   24.68
                                       1,686.24    1.44
         FOOD COURT                  ----------   -----
                                      96,100.26   82.07
                                     ------------------

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

43F163 VACANT               1,052    
         VACANT                      ------------------

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

43F167 VACANT                 688    
         VACANT                      ------------------

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

43F169 VACANT                 651    
         VACANT                      ------------------

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

43F171 VACANT                 759    
         VACANT                      ------------------

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

43F173 VACANT                 628    
         VACANT                      ------------------

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

43F175 VACANT                 711    
         VACANT                      ------------------

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

43F177 VACANT                 553    
         VACANT                      ------------------

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

43F179 VACANT                 485    
         VACANT                      ------------------

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

Run Date 3/31/97 10:26:43 AM  Run By   barbie   Franklin Mills           PAGE 34
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                     *V = Sq Ft has been verified            LEASE TERMS                                 MINIMUM RENT               
                                LEASABLE RENTABLE                                                                                   
SPACE      TENANT               SQ FT     SQ FT V*    TERM      START      END      TERM        START       /MO      /YEAR       PSF
====================================================================================================================================
<S>        <C>                      <C>       <C>   <C>       <C>       <C>         <C>         <C>      <C>       <C>         <C>

43F180     VACANT                   518       518                                                                                   
             VACANT                                                                                                                 
- ------------------------------------------------------------------------------------------------------------------------------------
43F181     VACANT                   791       791                                                                                   
             VACANT                                                                                                                 
- ------------------------------------------------------------------------------------------------------------------------------------
43F856     T. J. CINNAMONS          649       649   Primary   8/11/92   8/10/2002               9/1/92   2,750.00  33,000.00   50.85
                                                    -----------------------------   ---------------------------------------------- -
                                                                                                                                    
                                                                                                                                    
           FOOD SPECIALTY                                                                                                           
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43F877     SBARRO                   951       951   Primary   5/11/8 9  5/10/99     P           1/1/93   6,350.30  76,203.60   80.13
                                                    -----------------------------                                                   
                                                                                    P           1/1/94   6,437.40  77,248.80   81.23
                                                                                                                                    
                                                                                    P           1/1/95   6,521.35  78,256.20   82.29
                                                                                                                                    
                                                                                    P           1/1/96   6,612.95  79,355.40   83.44
                                                                                                                                    
                                                                                    P           1/1/97   6,711.91  80,542.89   84.69
                                                                                                                                    
                                                                                    P           1/1/98   6,612.95  79,355.40   83.44
                                                                                    ------------------------------------------------
           FOOD COURT                                                                                                               
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43F878     DADDYS DELI              476       476   Primary   5/11/89   7/31/96                 9/1/93   2,181.67  26,180.04   55.00
                                                    -------                                                                         
                                                    Primary   8/1/96    7/31/2006               1/1/94   3,945.34  47,344.08   99.46
                                                    -----------------------------                                                   
                                                                                    P           1/1/95   4,048.24  48,578.88  120.06

                                                                                    P           1/1/96   4,161.97  49,943.64  104.92

                                                                                                4/1/96   2,024.19  24,290.28   51.03
                                                                                                                                    
                                                                                                9/1/96   2,023.00  24,276.00   51.00
                                                                                                                                    
                                                                                                8/1/2000 2,102.33  25,227.96   53.00
                                                                                                                                    
                                                                                                8/1/2003 2,221.33  26,655.96   56.00
                                                                                    ------------------------------------------------

           FOOD COURT
- ------------------------------------------------------------------------------------------------------------------------------------
43F879     VACANT                   490       490                                                                                   
                                                                                                                  
             VACANT                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
43F880     ARTHUR TREACHERS FIS     503       503   Primary   11/24/93  11/23/2003              1/1/94   2,083.33  24,999.96   49.70
                                                    ------------------------------  -----------------------------------------------
                                                                                                                                    
                                                                                                                                    
           FOOD COURT                                                                                                               

                                                                                                                                    

                                                                                                                                    

                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    


====================================================================================================================================

<CAPTION>

===========================================================================================================
                     *V = Sq Ft has been verified                       BREAKPOINTS                        
                                LEASABLE RENTABLE     L/Y                        ANN       PSF             
SPACE      TENANT               SQ FT     SQ FT V*  RPT MO     TERM      START   BKPT      BKPT    %       
===========================================================================================================
<S>        <C>                      <C>       <C>   <C>       <C>       <C>     <C>        <C>     <C>
43F180     VACANT                   518       518    M   Jan
             VACANT
- -----------------------------------------------------------------------------------------------------------
43F181     VACANT                   791       791    M   Jan
             VACANT                                  
- -----------------------------------------------------------------------------------------------------------
43F856     T. J. CINNAMONS          649       649    M   Jan    P     8/11/92   412,500   635.59   8.00%   
                                                     
                                                                P     8/11/97   462,500   712.63   8.00%   
                                                                ----------------------------------------
           FOOD SPECIALTY                                                                                  
                                                     
                                                                                                           
                                                     
                                                                                                           
                                                     
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           
                                                     
                                                     
- -----------------------------------------------------------------------------------------------------------
                                                     
- -----------------------------------------------------------------------------------------------------------
43F877     SBARRO                   951       951    M   Jan    P     5/11/89   750,000   788.64   9.00%   
                                                                ----------------------------------------
                                                                                                           
                                                     
                                                                                                           
                                                     
                                                                                                           
                                                     
                                                                                                           
                                                     
                                                                                                           
                                                                                                           
           FOOD COURT                                                                                      
                                                                                                           
                                                     
- -----------------------------------------------------------------------------------------------------------
                                                     
                                                     
- -----------------------------------------------------------------------------------------------------------
43F878     DADDYS DELI              476       476    A   Jan    P     5/11/89   500,000   050.42   10.00%  
                                                     
                                                                P     4/1/96    292,894   615.32   10.00%  

                                                                P     8/1/96    292,894   615.32   10.00%  

                                                                P     8/1/2000  307,539   646.09   10.00%  

                                                                P     8/1/2003  322,916   678.39   10.00%  
                                                                ----------------------------------------
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           



           FOOD COURT
- -----------------------------------------------------------------------------------------------------------
43F879     VACANT                   490       490    M   Jan

             VACANT
- -----------------------------------------------------------------------------------------------------------
43F880     ARTHUR TREACHERS FIS     503       503    M   Jan    P     11/24/93  312,500   621.27   8.00%   

                                                                P     11/24/98  437,500   869.74   8.00%   
                                                                ----------------------------------------
           FOOD COURT











===========================================================================================================

<CAPTION>

==============================================================================================================================
                     *V = Sq Ft has been verified    CURRENT MO CHARGES                                            RENT MEMO
                                LEASABLE RENTABLE                                                          ANN
SPACE      TENANT               SQ FT     SQ FT V*   C    F   T        STARTS       $/MO      $/YR         PSF
==============================================================================================================================
<S>        <C>                      <C>       <C>   <C>  <C>  <C>       <C>       <C>       <C>           <C>      <C>
43F180     VACANT                   518       518   
             VACANT
- ------------------------------------------------------------------------------------------------------------------------------
43F181     VACANT                   791       791   
             VACANT                                 
- ------------------------------------------------------------------------------------------------------------------------------
43F856     T. J. CINNAMONS          649       649   MIN   M   Step      9/1/92    2,750.00  33,000.00     50.85
                                                    
                                                    CAM   M   Est       1/1/97      592.00   7,104.00     10.95
                                                    
           FOOD SPECIALTY                           TAX   M   Est       1/1/97      224.00   2,688.00      4.14
                                                    
                                                    PRO   M   CStep     1/1/97      532.79   6,393.51      9.85
                                                    
                                                    FCT   M   Step      1/1/97      703.00   8,436.00     13.00
                                                    
                                                    OCC   M   Step      1/1/97       77.88     934.56      1.44
                                                                                  --------  ---------     -----
                                                                     TOTAL        4,879.67  58,556.07     90.23
                                                    -------------------------------------------------------------
                                                    
                                                    
- ------------------------------------------------------------------------------------------------------------------------------
                                                    
- ------------------------------------------------------------------------------------------------------------------------------
43F877     SBARRO                   951       951   MIN   M   CStep     1/1/97    6,711.91  80,542.89     84.69
                                                    
                                                    CAM   M   Est       1/1/97      868.00  10,416.00     10.95
                                                    
                                                    TAX   M   Est       1/1/97      328.00   3,936.00      4.14
                                                    
                                                    PRO   M   CStep     1/1/97      266.37   3,196.44      3.36
                                                    
                                                    FCT   M   Est       1/1/97    3,059.00  36,708.00     38.60
                                                    
                                                    OCC   M   Step      1/1/97      114.12   1,369.44      1.44
                                                                                  --------   --------     -----
           FOOD COURT                                                TOTAL       11,347.40 136,168.78    143.18
                                                    -------------------------------------------------------------
                                                    
- ------------------------------------------------------------------------------------------------------------------------------
                                                    
                                                    
- ------------------------------------------------------------------------------------------------------------------------------
43F878     DADDYS DELI              476       476   MIN   M   Step      9/1/96    2,023.00  24,276.00     51.00
                                                    
                                                    CAM   M   Est       1/1/97      434.00   5,208.00     10.95

                                                    TAX   M   Est       1/1/97      164.00   1,968.00      4.14

                                                    PRO   M   Cstep     1/1/97      265.65   3,187.79      6.70

                                                    FCT   M   Est       1/1/97    1,531.00  18,372.00     38.60
                                                    
                                                    OCC   M   Step      1/1/97       57.12     685.44      1.44
                                                                                  --------  ---------    ------
                                                                       TOTAL      4,474.77  53,697.23    112.83
                                                    -------------------------------------------------------------



           FOOD COURT
- -------------------------------------------------------------------------------------------------------------------------------
43F879     VACANT                   490       490   

             VACANT
- -------------------------------------------------------------------------------------------------------------------------------
43F880     ARTHUR TREACHERS FIS     503       503   MIN   M   Step      1/1/94    2,083.33  24,999.96     49.70

                                                    CAM   M   Est       1/1/97      459.00   5,508.00     10.95
                                                    
           FOOD COURT                               TAX   M   Est       1/1/97      174.00   2,088.00      4.14

                                                    PRO   M   Cstep     1/1/97      174.19   2,090.30      4.16

                                                    FCT   M   Est       1/1/97    1,618.00  19,416.00     38.60

                                                    OCC   M   Step      1/1/97       60.36     724.32      1.44
                                                                                  --------  ---------    ------
                                                                     TOTAL        4,588.88  54,826.58    108.99
                                                    -----------------------------------------------------------


==============================================================================================================================
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
===================================================================================================================================
                       *V = Sq Ft has been verified         LEASE TERMS                             MINIMUM RENT                   
                                  LEASABLE RENTABLE                                                                                
SPACE    TENANT                   SQ FT   SQ FT V*   TERM      START     END         TERM   START      /MO        /YEAR       PSF  
===================================================================================================================================

- -----------------------------------------------------------------------------------------------------------------------------------
<C>      <S>                      <C>     <C>        <C>       <C>       <C>         <C>    <C>        <C>        <C>         <C>  
43F881   MCDONALDS                694     694        Primary   9/26/96   1/31/2002   P      9/26/96    2,313.33   27,759.96   40.00

                                                     1st       2/1/2002  1/31/2007   1      2/1/2002   2,544.67   30,536.04   44.00
                                                     Option                                                       

                                                     2nd       2/1/2007  1/31/2012   2      2/1/2007   2,799.08   33,588.96   48.40
                                                     Option                                                       

                                                     3rd       2/1/2012  1/31/2017   3      2/1/2012   3,079.58   36,954.96   53.25
                                                     Option                                                       
                                                     -----------------------------   ----------------------------------------------
           FOOD COURT

                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   

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

- -----------------------------------------------------------------------------------------------------------------------------------
43F882   MANDARIN EXPRESS         654     654        Primary   5/11/89   5/10/99            12/1/92    5,000.00   80,000.00   91.74
                                                     --------------------------      ----------------------------------------------

           FOOD COURT

                                                                                                                                   

                                                                                                                                   

                                                                                                                                   

                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   

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

- -----------------------------------------------------------------------------------------------------------------------------------
43F883   CAJUN GOURMET            735     735        Primary   11/26/93  11/25/2003  P      1/1/94     1,837.50   22,050.00   30.00
                                                     ------------------------------
                                                                                     P      1/1/99     2,450.00   29,400.00   40.00
                                                                                     ----------------------------------------------
                                                                                                                                   

           FOOD COURT

                                                                                                                                   
                                                                                                                                   

                                                                                                                                   
                                                                                                                                   

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

- -----------------------------------------------------------------------------------------------------------------------------------
43F884   VACANT                   635     635                                                                                      

           VACANT
- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------
43F885   A & W HOT DOGS           485     485        Primary   55/1/92   4/30/2002          7/1/92     2,918.67   35,000.04   72.17
                                                     -----------------------------
                                                                                            5/1/97     3,168.67   38,000.04   78.35
                                                                                     ----------------------------------------------
                                                                                                                                   

           FOOD COURT

                                                                                                                                   

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

- -----------------------------------------------------------------------------------------------------------------------------------
43F886   PHILLY STEAK AND GRIN    637     637        Primary   11/18/89  11/17/99           1/1/92     3,333.33   39,999.96   62.79
                                                     ----------------------------
                                                                                            11/1/94    3,638.89   43,666.68   88.55

                                                                                            12/1/94    3,750.00   45,000.00   70.64

                                                                                            5/1/95     2,750.00   33,000.00   51.81

                                                                                     P      1/1/96     3,750.00   45,000.00   70.64

                                                                                     P      7/1/96     1,875.00   22,500.00   35.32
                                                                                                                                   
                                                                                            1/1/97     3,750.00   45,000.00   70.64
                                                                                            ---------------------------------------
           FOOD COURT
- -----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

=============================================================================================================================
                       *V = Sq Ft has been verified                     BREAKPOINTS                      CURRENT MO CHARGES  
                                  LEASABLE RENTABLE     L/Y                      ANN       PSF                               
SPACE    TENANT                   SQ FT   SQ FT V*   RPT   MO   TERM  START      BKPT      BKPT       %     C     F   T      
=============================================================================================================================

- -----------------------------------------------------------------------------------------------------------------------------
<C>      <S>                      <C>     <C>        <C>  <C>   <C>   <C>        <C>       <C>      <C>     <C>   <C> <C>    
43F881   MCDONALDS                694     694        M    Jan   P     9/26/96    600,000   864.55   6.00%   MIN   M   Step   
                                                                                                            
                                                                1     2/1/2002   660,000   951.01   6.00%   CAM   M   Cap    
                                                                                                            
                                                                                                            
                                                                2     2/1/2007   726,000   046.11   6.00%   TAX   M   Est    
                                                                                                            
                                                                                                            
                                                                3     2/1/2012   798,600   150.72   6.00%   PRO   M   CStep  
                                                                -----------------------------------------
                                                                                                            
           FOOD COURT                                                                                       FCT   M   Est    
                                                                                                            
                                                                                                            OCC   M   Step   
                                                                                                                             
                                                                                                                             
                                                                                                            -----------------
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                            
- -----------------------------------------------------------------------------------------------------------------------------
43F882   MANDARIN EXPRESS         654     654        M    Jan   P     5/11/89    600,000   917.43   10.00%  MIN   M   Step   
                                                                ------------------------------------------
                                                                                                            
           FOOD COURT                                                                                       CAM   M   Est    
                                                                                                            
                                                                                                            TAX   M   Est    
                                                                                                            
                                                                                                            PRO   M   CStep  
                                                                                                            
                                                                                                            FCT   M   Est    
                                                                                                            
                                                                                                            OCC   M   Step   
                                                                                                                             
                                                                                                                             
                                                                                                            -----------------
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                            
- -----------------------------------------------------------------------------------------------------------------------------
43F883   CAJUN GOURMET            735     735        M    Jan   *     1/1/893    302,810   476.87   8.00%   MIN   M   Step   
                                                                                                            
                                                                P     1/1/95     275,625   434.06   8.00%   CAM   M   Est    
                                                                                                            
                                                                P     1/1/99     367,500   578.74   8.00%   TAX   M   Est    
                                                                -----------------------------------------
           FOOD COURT                                                                                       FCT   M   Step   
                                                                                                            
                                                                                                            OCC   M   Step   
                                                                                                            
                                                                                                            
                                                                                                            -----------------
                                                                                                            PRO   S   Step   
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                            
- -----------------------------------------------------------------------------------------------------------------------------
43F884   VACANT                   635     635        M    Jan                                               
                                                                                                            
           VACANT                                                                                           
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                            
- -----------------------------------------------------------------------------------------------------------------------------
43F885   A & W HOT DOGS           485     485        M    Jan   P     5/1/92     437,500   902.06   8.00%   MIN   M   Step   
                                                                                                            
                                                                P     5/1/97     475,000   979.38   8.00%   CAM   M   Est    
                                                                -----------------------------------------
                                                                                                            TAX   M   Est    
                                                                                                            
           FOOD COURT                                                                                       PRO   M   CStep  
                                                                                                            
                                                                                                            FCT   M   Est    
                                                                                                            
                                                                                                            OCC   M   Step   


                                                                                                                             
                                                                                                            -----------------
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                            
- -----------------------------------------------------------------------------------------------------------------------------
43F886   PHILLY STEAK AND GRIN    637     637        M    Jan   P     11/18/89   415,845   852.82   10.00%   MIN  M   Step   
                                                                                                            
                                                                P     11/18/97   450,000   706.44   10.00%   CAM  M   Est    
                                                                ------------------------------------------
                                                                                                             TAX  M   Est    
                                                                                                            
                                                                                                             PRO  M   CStep  
                                                                                                            
                                                                                                             FCT  M   Est    
                                                                                                            
                                                                                                             OCC  M   Step   
                                                          
                                                                                                                             
                                                                                                            -----------------
           FOOD COURT
- -----------------------------------------------------------------------------------------------------------------------------

<CAPTION>

==============================================================================================================
                       *V = Sq Ft has been verified           CURRENT MO CHARGES                   RENT MEMO
                                  LEASABLE RENTABLE                                         ANN
SPACE    TENANT                   SQ FT   SQ FT V*   STARTS          $/MO       $/YR        PSF
==============================================================================================================

- --------------------------------------------------------------------------------------------------------------
<C>      <S>                      <C>     <C>        <C>           <C>        <C>          <C>  
43F881   MCDONALDS                694     694        9/26/96       2,313.33   27,759.96    40.00
                                                     
                                                     1/1/97          622.00     7464.00    10.76
                                                     
                                                     
                                                     1/1/97          239.00    2,868.00     4.14
                                                     
                                                     
                                                     1/1/97          429.14    5,149.68     7.42
                                                     
                                                     
           FOOD COURT                                1/1/97        2,125.00   25,500.00    36.75
                                                     
                                                     1/1/97           83.28      999.36     1.44
                                                                   --------   ---------   ------
                                                   TOTAL           5,811.75   69,741.00   100.51
                                                   -----------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
                                                     
- --------------------------------------------------------------------------------------------------------------
43F882   MANDARIN EXPRESS         654     654        12/1/92       5,000.00   60,000.00    91.74
                                                     ---------------------------------------------------------
                                                     
           FOOD COURT                                1/1/97          597.00    7,164.00    10.95
                                                     
                                                     1/1/97          226.00    2,712.00     4.14
                                                     
                                                     1/1/97          266.37    3,196.44     4.89
                                                     
                                                     1/1/97        2,104.00   25,248.00    38.60
                                                     
                                                     1/1/97           78.48      941.76     1.44
                                                                   --------   ---------   ------
                                                   TOTAL           8,271.85   99,262.20   151.76
                                                   -----------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
                                                     
- --------------------------------------------------------------------------------------------------------------
43F883   CAJUN GOURMET            735     735        1/1/94        1,837.50   22,050.00    30.00
                                                     
                                                     1/1/97          871.00    8,052.00    10.95
                                                     
                                                     1/1/97          254.00    3,048.00     4.14
                                                     
           FOOD COURT                                1/1/97        1,838.00   22,056.00    30.01
                                                     
                                                     1/1/97           88.20    1,058.40     1.44
                                                                   --------   ---------   ------
                                                     
                                                   TOTAL           4,688.70   56,264.40    78.54
                                                   -----------------------------------------------------------
                                                     5/1/94                    5,000.00     6.80
- --------------------------------------------------------------------------------------------------------------
                                                     
- --------------------------------------------------------------------------------------------------------------
43F884   VACANT                   635     635        
                                                     
           VACANT                                    
- --------------------------------------------------------------------------------------------------------------
                                                     
- --------------------------------------------------------------------------------------------------------------
43F885   A & W HOT DOGS           485     485        7/1/92        2,916.67   35,000.04    72.17
                                                     
                                                     1/1/97          443.00    5,316.00    10.95

                                                     1/1/97          167.00    2,004.00     4.14
                                                     
           FOOD COURT                                1/1/97          532.79    6,393.51    13.18
                                                     
                                                     1/1/97        1,560.00   18,720.00    38.60
                                                     
                                                     1/1/97           58.20      698.40     1.44
                                                                   --------   ---------   ------
                                                   TOTAL           5,677.66   68,131.95   140.48
                                                   -----------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
                                                     
- --------------------------------------------------------------------------------------------------------------
43F886   PHILLY STEAK AND GRIN    637     637        1/1/97        3,750.00   45,000.00    70.64
                                                     
                                                     1/1/97          581.00    6,972.00    10.95
                                                     
                                                     1/1/97          220.00    2,640.00     4.14
                                                     
                                                     1/1/97          525.16    8,301.93     9.89
                                                     
                                                     1/1/97        2,049.00   24,588.00    38.60
                                                     
                                                     1/1/97           76.44      917.28     1.44
                                                                   --------   ---------   ------
                                                   TOTAL           7,201.60   86,419.21   135.67
                                                   -----------------------------------------------------------
           FOOD COURT                                  
- --------------------------------------------------------------------------------------------------------------
</TABLE>


                                                                         PAGE 36
<PAGE>

<TABLE>
<CAPTION>
===================================================================================================================================
                       *V = Sq Ft has been verified         LEASE TERMS                             MINIMUM RENT                   
                                  LEASABLE RENTABLE                                                                                
SPACE    TENANT                   SQ FT   SQ FT V*   TERM      START     END         TERM   START      /MO        /YEAR       PSF  
===================================================================================================================================

- -----------------------------------------------------------------------------------------------------------------------------------
<C>      <S>                      <C>     <C>        <C>       <C>       <C>         <C>    <C>        <C>        <C>         <C>  
43F887   VACANT                   626     626

           VACANT
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
43F901   HAAGEN DAZS              627     627        Primary   5/21/89   5/20/99            1/1/92     4,583.33   54,999.96    87.72
                                                     ---------------------------
                                                                                            5/1/94     4,731.18   56,774.16    90.55

                                                                                            6/1/94     5,000.00   60,000.00    95.69
                                                                                      ----------------------------------------------
           FOOD COURT








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

- ------------------------------------------------------------------------------------------------------------------------------------
43K902   POPCORN WORLD #902       225     225        Primary   10/4/95  12/31/95                                                 

                                                     Primary    1/1/96   6/30/96                                                 
                                                     ---------------------------

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

- ------------------------------------------------------------------------------------------------------------------------------------
Holdover TEMPORARY
- ------------------------------------------------------------------------------------------------------------------------------------
43K903   AUNTIE ANNES             300     300        Primary    7/6/94    7/5/99            7/6/94     2,083.33   24,999.96    83.33

                                                     1st        7/6/99 7/5/2004     1       7/6/99     2,500.00   30,000.00   100.00
                                                     Option
                                                     ---------------------------    ------------------------------------------------

            KIOSK







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

- ------------------------------------------------------------------------------------------------------------------------------------
43K913   SUNGLASS HUT             256     256        Primary   1/16/92   1/15/97            5/1/92     2,000.00   24,000.00    93.75

                                                     1st       1/16/97 1/15/2004            1/16/95    2,166.67   26,000.04   101.56
                                                     Option
                                                     ---------------------------
                                                                                            1/1/97     2,496.00   29,952.00   117.00

                                                                                            1/16/2000  2,752.00   33,024.00   129.00

                                                                                            1/16/2002  3,008.00   36,096.00   141.00
                                                                                            ----------------------------------------
         KIOSK                                                                                                            


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

- ------------------------------------------------------------------------------------------------------------------------------------
43R02    LIBERTY PLAZA            0       0                                                                             

           NONREPORTING
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
43R04    PHILADELPHIA HOME & D    0       0                                                                             

           NONREPORTING


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

- ------------------------------------------------------------------------------------------------------------------------------------
43RC22   Toys-R-US                0       0                                                                             

           NONREPORTING


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

- ------------------------------------------------------------------------------------------------------------------------------------
43RC24   VACANT                   0       0                                                                             

           VACANT
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

=============================================================================================================================
                       *V = Sq Ft has been verified                     BREAKPOINTS                      CURRENT MO CHARGES  
                                  LEASABLE RENTABLE     L/Y                      ANN       PSF                               
SPACE    TENANT                   SQ FT   SQ FT V*   RPT   MO   TERM  START      BKPT      BKPT       %     C     F   T      
=============================================================================================================================

- -----------------------------------------------------------------------------------------------------------------------------
<C>      <S>                      <C>     <C>        <C>  <C>   <C>   <C>        <C>       <C>      <C>     <C>   <C> <C>    
43F887   VACANT                   626     626        M    Jan

           VACANT
- -----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------
43F901   HAAGEN DAZS              627     627        M    Jan   P     5/21/89    687,570   096.60   8.00%   MIN   M   Step   
                                                                -----------------------------------------
                                                                                                            CAM   M   Est    

                                                                                                            TAX   M   Est    

           FOOD COURT                                                                                       PRO   M   CStep  

                                                                                                            FCT   M   Est    

                                                                                                            OCC   M   Step   

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

- -----------------------------------------------------------------------------------------------------------------------------
43K902   POPCORN WORLD #902       225     225        Z    Jan   P     10/4/95    240,000   066.67   10.00%  TLA   M   Step   

                                                                P     1/1/96     120,000   533.33   10.00%                  
                                                                ------------------------------------------

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

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

Holdover TEMPORARY
- -----------------------------------------------------------------------------------------------------------------------------
43K903   AUNTIE ANNES             300     300        M    Jan   P     7/6/94     312,500   041.67   8.00%   MIN   M   Step   

                                                                P     7/6/99     375,000   250.00   8.00%   CAM   M   Est    
                                                                -----------------------------------------
         KIOSK                                                                                              TAX   M   Est    

                                                                                                            PRO   M   CStep  

                                                                                                            OCC   M   Step   

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

- -----------------------------------------------------------------------------------------------------------------------------
43K913   SUNGLASS HUT             256     256        Z    Jan   P     1/16/92    240,000   937.50   10.00%  MIN   M   Step   

                                                                P     1/16/94    260,000   015.63   10.00%  CAM   M   Est    

                                                                1     1/16/97    299,520   170.00   10.00%  TAX   M   Est    

                                                                1     1/16/2000  330,240   290.00   10.00%  PRO   M   CStep  

                                                                1     1/16/2002  360,960   410.00   10.00%  OCC   M   Est    
                                                                ------------------------------------------
         KIOSK                                                                                                               

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

- -----------------------------------------------------------------------------------------------------------------------------
43R02    LIBERTY PLAZA            0       0          N    Jan

           NONREPORTING
- -----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------
43R04    PHILADELPHIA HOME & D    0       0          N    Jan                                               CAM   M   Est    

           NONREPORTING
                                                                                                            -----------------
- -----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------
43RC22   Toys-R-US                0       0          N    Jan                                               CAM   M   Step   

           NONREPORTING
                                                                                                            -----------------
- -----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------
43RC24   VACANT                   0       0          M    Jan

           VACANT
- -----------------------------------------------------------------------------------------------------------------------------

<CAPTION>

==============================================================================================================
                       *V = Sq Ft has been verified           CURRENT MO CHARGES                   RENT MEMO
                                  LEASABLE RENTABLE                                         ANN
SPACE    TENANT                   SQ FT   SQ FT V*   STARTS          $/MO       $/YR        PSF
==============================================================================================================

- --------------------------------------------------------------------------------------------------------------
<C>      <S>                      <C>     <C>        <C>           <C>        <C>          <C>  
43F887   VACANT                   626     626 

         VACANT
- --------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------
43F901   HAAGEN DAZS              627     627        6/1/94        5,000.00   60,000.00     95.69
                                                                              
                                                     1/1/97          565.00    6,780.00     10.81
                                                                              
                                                     1/1/97          186.00    2,232.00      3.56
                                                                              
         FOOD COURT                                  1/1/97          265.65    3,187.83      5.08
                                                                              
                                                     1/1/97        1,141.00   13,692.00     21.84
                                                                              
                                                     1/1/97           75.24      902.88      1.44
                                                                   --------   ---------    ------
                                                  TOTAL            7,232.89   86,794.71    138.42
                                                  ------------------------------------------------
- --------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------
43K902   POPCORN WORLD #902       225     225        3/1/96H       1,000.00   12,000.00     53.33
                                                                   --------   ---------    ------
                                                  TOTAL            1,000.00   12,000.00     53.33
                                                  ------------------------------------------------
- --------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------
Holdover TEMPORARY
- --------------------------------------------------------------------------------------------------------------
43K903   AUNTIE ANNES             300     300        7/6/94        2,083.33   24,999.96     83.33
                                                                             
                                                     1/1/97          274.00    3,288.00     10.95
                                                                             
                                                                             
         KIOSK                                       1/1/97          103.00    1,236.00      4.14
                                                                             
                                                     1/1/97          452.71    5,432.46     18.11
                                                                             
                                                     1/1/97           36.00      432.00      1.44
                                                                   --------   ---------    ------
                                                  TOTAL            2,949.04   35,388.42    177.97
                                                  ------------------------------------------------
- --------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------
43K913   SUNGLASS HUT             256     256       1/16/97        2,496.00   29,952.00    117.00
                                                                            
                                                     1/1/97          182.00    2,184.00     10.95
                                                                            
                                                                            
                                                     1/1/97           69.00      828.00      4.14
                                                                            
                                                     2/1/97          308.48    3,701.76     14.46
                                                                            
                                                     1/1/97           30.72      368.64      1.44
                                                                   --------   ---------    ------
         KIOSK                                    TOTAL            3,086.20   37,034.40    147.99
                                                  ------------------------------------------------
- --------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------
43R02    LIBERTY PLAZA            0       0 

         NONREPORTING
- --------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------
43R04    PHILADELPHIA HOME & D    0       0          1/1/97        3,838.00   46,058.00     -0.96
                                                                   --------   ---------    ------
         NONREPORTING                             TOTAL            3,838.00   46,058.00     -0.96
                                                  ----------------------------------------------------
- --------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------
43RC22   Toys-R-US                0       0          1/1/96          253.00    3,036.00
                                                                   --------   ---------    ------
         NONREPORTING                             TOTAL              253.00    3,036.00
                                                  ----------------------------------------------------
- --------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------
43RC24   VACANT                   0       0 

         VACANT
- --------------------------------------------------------------------------------------------------------------
</TABLE>


                                                                         PAGE 37
<PAGE>

<TABLE>
<CAPTION>
===================================================================================================================================
                       *V = Sq Ft has been verified         LEASE TERMS                             MINIMUM RENT                   
                                  LEASABLE RENTABLE                                                                                
SPACE    TENANT                   SQ FT   SQ FT V*   TERM      START     END         TERM   START      /MO        /YEAR       PSF  
===================================================================================================================================

- -----------------------------------------------------------------------------------------------------------------------------------
<C>      <S>                      <C>     <C>        <C>       <C>       <C>         <C>    <C>        <C>        <C>         <C>  
43RC26   MOBIL OIL                0       0                                                                                 

           NONREPORTING



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

- -----------------------------------------------------------------------------------------------------------------------------------
43RC27   NATIONAL TIRE WAREHO     0       0                                                                                 

           NONREPORTING



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

- -----------------------------------------------------------------------------------------------------------------------------------
43RE1    VACANT                   0       0                                                                                 

           VACANT
- -----------------------------------------------------------------------------------------------------------------------------------

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

43RE2    EXXON CORPORATION        0       0                                                                                 

           NONREPORTING



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

43RE3    WENDYS                   0       0          Primary   8/3/92    12/31/95                                                   
                                                     ----------------------------



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

Holdover   NONREPORTING

- -----------------------------------------------------------------------------------------------------------------------------------
43RE4    JEWELRY III              0       0                                                                                 
           NONREPORTING


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

- -----------------------------------------------------------------------------------------------------------------------------------
43RF5    STATE LIQUOR STORE       0       0                                                                                 

           NONREPORTING

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

- -----------------------------------------------------------------------------------------------------------------------------------
43RF6    HOOTERS                  0       0                                                                                 



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

- -----------------------------------------------------------------------------------------------------------------------------------
43RF7    BOSTON CHICKEN           0       0                                                                                 

           NONREPORTING



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

- -----------------------------------------------------------------------------------------------------------------------------------
43RF8    PIZZA HUT                0       0                                                                                 

           NONREPORTING



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

- -----------------------------------------------------------------------------------------------------------------------------------
43RF9    TACO BELL                0       0                                                                                 

           NONREPORTING



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

- -----------------------------------------------------------------------------------------------------------------------------------
43RF10  MCDONALDS                0       0                                                                                 

           NONREPORTING



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

- -----------------------------------------------------------------------------------------------------------------------------------
43G11    WHITE CASTLE             0       0                                                                                 

           NONREPORTING



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

- -----------------------------------------------------------------------------------------------------------------------------------
43G12    CARVEL                   0       0                                                                                 

           NONREPORTING

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

<CAPTION>

=============================================================================================================================
                       *V = Sq Ft has been verified                     BREAKPOINTS                      CURRENT MO CHARGES  
                                  LEASABLE RENTABLE     L/Y                      ANN       PSF                               
SPACE    TENANT                   SQ FT   SQ FT V*   RPT   MO   TERM  START      BKPT      BKPT       %     C     F   T      
=============================================================================================================================

- -----------------------------------------------------------------------------------------------------------------------------
<C>      <S>                      <C>     <C>        <C>  <C>   <C>   <C>        <C>       <C>      <C>     <C>   <C> <C>    
43RC26     MOBIL OIL              0       0          N    Jan                                               CAM   M   CStep  

             NONREPORTING                                                                                   PRO   M   Step   



                                                                                                            -----------------
- -----------------------------------------------------------------------------------------------------------------------------
43RC27     NATIONAL TIRE WAREHO   0       0          N                                                      CAM   M   Step   

             NONREPORTING

                                                                                                            -----------------
                                                                                                            -----------------
                                                                                                            PRO   A   Step   
                                                                                                            -----------------


- -----------------------------------------------------------------------------------------------------------------------------
43RE1      VACANT                 0       0          M    Jan

             VACANT
- -----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------
43RE2      EXXON CORPORATION      0       0          N    Jan                                               CAM   M   Step   

             NONREPORTING


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

- -----------------------------------------------------------------------------------------------------------------------------
43RE3      WENDYS                 0       0          N    Jan                                               CAM   M   Step   
                                                                                                                             
Holdover     NONREPORTING                                                                                   PRO   M   Step   
                                                                                                                             
                                                                                                            -----------------
- -----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------
43RE4      JEWELRY III            0       0          N    Jan                                               CAM   M   Step   

             NONREPORTING


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

- -----------------------------------------------------------------------------------------------------------------------------
43RF5      STATE LIQUOR STORE     0       0          N    Jan                                               CAM   M   CStep   

             NONREPORTING

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

- -----------------------------------------------------------------------------------------------------------------------------
43RF6      HOOTERS                0       0          N    Jan                                               CAM   M   Est   



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

- -----------------------------------------------------------------------------------------------------------------------------
43RF7      BOSTON CHICKEN         0       0          N    Jan                                               CAM   M   Cap    

             NONREPORTING


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

- -----------------------------------------------------------------------------------------------------------------------------
43RF8      PIZZA HUT              0       0          N    Jan                                               CAM   M   Cap    

             NONREPORTING                                                                                   PRO   M   CStep  


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

- -----------------------------------------------------------------------------------------------------------------------------
43RF9      TACO BELL              0       0          N    Jan                                               PRO   M   CStep  

             NONREPORTING                                                                                   


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

- -----------------------------------------------------------------------------------------------------------------------------
43RF10    MCDONALDS              0       0          N    Jan                                               CAM   M   Step   

             NONREPORTING


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

- -----------------------------------------------------------------------------------------------------------------------------
43G11      WHITE CASTLE           0       0          N    Jan                                               CAM   M   Step   

             NONREPORTING                                                                                   PRO   M   Step  


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

- -----------------------------------------------------------------------------------------------------------------------------
43G12      CARVEL                 0       0          N    Jan                                               CAM   M   Step   
             NONREPORTING                                                                                   PRO   M   Step   
                                                                                                                             

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

<CAPTION>

==============================================================================================================
                       *V = Sq Ft has been verified           CURRENT MO CHARGES                   RENT MEMO
                                  LEASABLE RENTABLE                                         ANN
SPACE    TENANT                   SQ FT   SQ FT V*   STARTS          $/MO       $/YR        PSF
==============================================================================================================

- --------------------------------------------------------------------------------------------------------------
<C>      <S>                      <C>     <C>        <C>           <C>        <C>          <C>  
43RC26     MOBIL OIL              0       0          1/1/97     70.21    842.56      0.00

           NONREPORTING                              1/1/97     25.45    305.40      0.00
                                                               ------  --------     -----
                                                  TOTAL         95.66  1,147.96      0.00
                                                  ---------------------------------------
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
43RC27     NATIONAL TIRE WAREHO   0       0          1/1/97    271.46  3,257.52      0.00
                                                               ------  --------     -----
           NONREPORTING                           TOTAL        271.46  3,257.52      0.00
                                                  ---------------------------------------
                                                  ---------------------------------------
                                                     1/1/97            7,464.24      0.00
                                                  ---------------------------------------
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
43RE1      VACANT                 0       0       

           VACANT

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

- -------------------------------------------------------------------------------------------------------
43RE2      EXXON CORPORATION      0       0          1/1/97     39.00    468.00     -0.58
                                                               ------  --------     -----
           NONREPORTING                           TOTAL         39.00    468.00     -0.58
                                                  ---------------------------------------
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
43RE3      WENDYS                 0       0        11/1/92H    141.67  1,700.04

                                                   11/1/92H     56.67    680.04
                                                  ---------------------------------------
Holdover   NONREPORTING
- -------------------------------------------------------------------------------------------------------
43RE4      JEWELRY III            0       0         4/16/96    157.60  1,890.00      0.00
                                                               ------  --------     -----
           NONREPORTING                           TOTAL        157.60  1,890.00      0.00
                                                  ---------------------------------------
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
43RF5      STATE LIQUOR STORE     0       0          1/1/97    112.55  1,350.58      0.00
                                                               ------  --------     -----
           NONREPORTING                           TOTAL        112.55  1,350.58      0.00
                                                  ---------------------------------------
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
43RF6      HOOTERS                0       0          1/1/97    216.00  2,592.58      0.58
                                                               ------  --------     -----
           NONREPORTING                           TOTAL        216.00  2,592.58      0.58
                                                  ---------------------------------------
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
43RF7      BOSTON CHICKEN         0       0          1/1/97    123.00  1,476.00     -0.58
                                                               ------  --------     -----
           NONREPORTING                           TOTAL        123.00  1,476.00     -0.58
                                                  ---------------------------------------
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
43RF8      PIZZA HUT              0       0          1/1/97    105.32  1,263.84      0.00

           NONREPORTING                              1/1/97    302.04  3,024.51      0.00
                                                               ------  --------     -----
                                                  TOTAL        407.38  4,888.35      0.00
                                                  ---------------------------------------
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
43RF9      TACO BELL              0       0          1/1/97    148.21  1,778.52      0.00
                                                               ------  --------     -----
           NONREPORTING                           TOTAL        148.21  1,778.52      0.00
                                                  ---------------------------------------
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
43RG10     MCDONALDS              0       0          1/1/97    124.95  1,499.40      0.00
                                                               ------  --------     -----
           NONREPORTING                           TOTAL        124.95  1,499.40      0.00
                                                  ---------------------------------------
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
43RG11     WHITE CASTLE           0       0          1/1/97     48.00    576.00     -0.58

           NONREPORTING                              1/1/97     67.01    804.12      0.00
                                                               ------  --------     -----
                                                  TOTAL        115.01  1,380.12     -0.58
                                                  ---------------------------------------
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
43RG12     CARVEL                 0       0          1/1/97    139.39  1,672.73      0.00

           NONREPORTING                              1/1/97     59.86    718.32      0.00
                                                               ------  --------     -----
                                                  TOTAL        199.25  2,391.05      0.00
                                                  ---------------------------------------
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
</TABLE>


                                                                         PAGE 38
<PAGE>

<TABLE>
<CAPTION>
===================================================================================================================================
                       *V = Sq Ft has been verified         LEASE TERMS                             MINIMUM RENT                   
                                  LEASABLE RENTABLE                                                                                
SPACE    TENANT                   SQ FT   SQ FT V*   TERM      START     END         TERM   START      /MO        /YEAR       PSF  
===================================================================================================================================

- -----------------------------------------------------------------------------------------------------------------------------------
<C>      <S>                      <C>     <C>        <C>       <C>       <C>         <C>    <C>        <C>        <C>         <C>  
43RG13     LONG JOHN SILVERS      0       0                                                                                         

                                                                                                                                    

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

- ------------------------------------------------------------------------------------------------------------------------------------
43RG14     CHI CHIS               0       0                                                                                         


                                                                                                                                    

             NONREPORTING
                                                                                                                                    

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

- ------------------------------------------------------------------------------------------------------------------------------------
43RH15     BUGABOO CREEK          0       0          Primary   6/21/95   6/20/2004   P      6/21/95    8,750.00   105,000.00        

                                                     1st       6/21/2004 6/20/2009                                                  
                                                     Option

                                                     2nd       6/21/2009 6/20/2014                                                  
                                                     Option                                                                         

                                                     3rd       6/21/2014 6/20/2019
                                                     Option

                                                     4th       6/21/2019 6/20/2023
                                                     Option

             NONREPORTING
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
43RH16     VACANT                 0       0                                                                                         

             VACANT
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
43RH17     PIZZERIA UNO           0       0                                                                                         

                                                                                                                                    

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

- ------------------------------------------------------------------------------------------------------------------------------------
43RI18     VACANT                 0       0                                                                                         

             VACANT
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
43RI18B    RAGING WATERS CAR WA   0       0                                                                                         

             NONREPORTING

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

- ------------------------------------------------------------------------------------------------------------------------------------
43RI19     HOLIDAY UNIVERSAL      0       0                                                                                         

             NONREPORTING
                                                                                                                                    




43RJ20     GENERAL CINEMA         0       0                                                                                         

             NONREPORTING
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
43RM7      VACANT                 0       0                                                                                         

             VACANT
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
43RW1      WOODHAVEN SPORTS  CE   0       0          Primary   11/1/83   10/31/2003         12/1/93    10,167.82  122,013.84        

                                                                                            11/1/98     11,780.19 141,362.28        
                                                                                                                                    
             NONREPORTING
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
43ZHOSP    VACANT                 0       0                                                                                         

             VACANT
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
43ZMAIN    MAIN STREET RETAIL     0       0          Primary   1/1/94    12/31/99                                                   

             NONREPORTING
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
43ZPHON    TELECOIN COMMUNICATI   0       0                                                                                         

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

<CAPTION>

=============================================================================================================================
                       *V = Sq Ft has been verified                     BREAKPOINTS                      CURRENT MO CHARGES  
                                  LEASABLE RENTABLE     L/Y                      ANN       PSF                               
SPACE    TENANT                   SQ FT   SQ FT V*   RPT   MO   TERM  START      BKPT      BKPT       %     C     F   T      
=============================================================================================================================

- -----------------------------------------------------------------------------------------------------------------------------
<C>      <S>                      <C>     <C>       <C>   <C>   <C>   <C>        <C>       <C>      <C>     <C>   <C> <C>    
43RG13     LONG JOHN SILVERS      0       0         N     Jan                                               CAM   M    Step  

                                                                                                            PRO   M    Step  

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

- -----------------------------------------------------------------------------------------------------------------------------
43RG14     CHI CHIS               0       0         N     Jan                                               CAM   M    Step  

                                                                                                            PRO   M    Step  

           NONREPORTING                                                                                                      
                                                                                                            -----------------

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

- -----------------------------------------------------------------------------------------------------------------------------
43RH15     BUGABOO CREEK          0       0         N     Jan                                               CAM   M    Est   

                                                                                                            PRO   M    CStep 



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







             NONREPORTING
- -----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------
43RH16     VACANT                 0       0         M     Jan

             VACANT
- -----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------
43RH17     PIZZERIA UNO           0       0         N     Jan                                               CAM   M    Step  

                                                                                                            PRO   M    Step  

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

- -----------------------------------------------------------------------------------------------------------------------------
43RI18     VACANT                 0       0         M     Jan

             VACANT
- -----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------
43RI18B    RAGING WATERS CAR WA   0       0         N     Jan                                               CAM   M    Step  

             NONREPORTING                                                                                   PRO   M    Step  

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

- -----------------------------------------------------------------------------------------------------------------------------
43RI19     HOLIDAY UNIVERSAL      0       0         N     Jan                                               CAM   M    Est   

             NONREPORTING
                                                                                                            -----------------
- -----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------
43RJ20     GENERAL CINEMA         0       0         N     Jan                                               CAM   M    Est   

             NONREPORTING
                                                                                                            -----------------
- -----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------
43RM7      VACANT                 0       0         M     Jan

             VACANT
- -----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------
43RW1      WOODHAVEN SPORTS  CE   0       0         N     Jan                                               MIN   M    Step  

                                                                                                                             
                                                                                                            -----------------
             NONREPORTING
- -----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------
43ZHOSP    VACANT                 0       0         M     Jan

             VACANT
- -----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------
43ZMAIN    MAIN STREET RETAIL     0       0         N     Jan

             NONREPORTING
- -----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------
43ZPHON    TELECOIN COMMUNICATI   0       0         N     Jan                                               MIS   M    Step  

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

<CAPTION>

==============================================================================================================
                       *V = Sq Ft has been verified           CURRENT MO CHARGES                   RENT MEMO
                                  LEASABLE RENTABLE                                         ANN
SPACE    TENANT                   SQ FT   SQ FT V*   STARTS          $/MO       $/YR        PSF
==============================================================================================================

- --------------------------------------------------------------------------------------------------------------
<C>      <S>                      <C>     <C>        <C>           <C>        <C>          <C>  
43RG13     LONG JOHN SILVERS      0       0             1/1/97        134.32    1,611.84    0.00

                                                        1/1/97         67.17      806.04    0.00
                                                                   ---------  ----------   -----
                                                     TOTAL            201.49    2,417.88      0.00
                                                     ----------------------------------------------------
- --------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------
43RG14     CHI CHIS               0       0             1/1/97        314.07    3,768.87    0.00

             NONREPORTING                               1/1/97         74.34      892.08    0.00
                                                                   ---------  ----------   -----
                                                     TOTAL            388.41    4,660.95    0.00
                                                     ----------------------------------------------------
- --------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------
43RH15     BUGABOO CREEK          0       0             1/1/97        323.00    3,876.00   -0.58

                                                        1/1/97        184.33    2,211.97    0.00
                                                                   ---------  ----------   -----
                                                     TOTAL            507.33    6,087.97   -0.58
                                                     ---------------------------------------------------
             NONREPORTING
- --------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------
43RH16     VACANT                 0       0          

             VACANT
- --------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------
43RH17     PIZZERIA UNO           0       0             1/1/97        288.75    3,465.00    0.00

                                                        1/1/97        143.89    1,726.68    0.00
                                                                   ---------  ----------   -----
                                                     TOTAL            432.64    5,191.68    0.00
                                                     ----------------------------------------------------
- --------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------
43RI18     VACANT                 0       0          

             VACANT
- --------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------
43RI18B    RAGING WATERS CAR WA   0       0             1/1/97        167.17    2,006.04    0.00

             NONREPORTING                               1/1/97        163.85    1,966.20    0.00
                                                                   ---------  ----------   -----
                                                     TOTAL            331.02    3,972.24    0.00
                                                     ----------------------------------------------------
- --------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------
43RI19     HOLIDAY UNIVERSAL      0       0             1/1/97      1,316.00   15,792.00   -0.61
                                                                   ---------  ----------   -----
             NONREPORTING                            TOTAL          1,316.00   15,792.00   -0.61
                                                     ----------------------------------------------------
- --------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------
43RJ20     GENERAL CINEMA         0       0             1/1/97      4,208.00   50,496.00   -0.59
                                                                   ---------  ----------   -----
             NONREPORTING                            TOTAL          4,208.00   50,496.00   -0.59
                                                     ----------------------------------------------------
- --------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------
43RM7      VACANT                 0       0          

             VACANT
- --------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------
43RW1      WOODHAVEN SPORTS  CE   0       0            12/1/93     10,167.82  122,013.84
                                                                   ---------  ----------   -----
                                                     TOTAL         10,167.82  122,013.84
                                                     ----------------------------------------------------
             NONREPORTING
- --------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------
43ZHOSP    VACANT                 0       0          

             VACANT
- --------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------
43ZMAIN    MAIN STREET RETAIL     0       0          

             NONREPORTING
- --------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------
43ZPHON    TELECOIN COMMUNICATI   0       0             1/1/97      5,000.00   60,000.00    0.00
                                                                   ---------  ----------   -----
                                                     TOTAL          5,000.00   60,000.00    0.00
                                                     ----------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
</TABLE>


                                                                         Page 39
<PAGE>

<TABLE>
<CAPTION>
===================================================================================================================================
                       *V = Sq Ft has been verified         LEASE TERMS                             MINIMUM RENT                   
                                  LEASABLE RENTABLE                                                                                
SPACE    TENANT                   SQ FT   SQ FT V*   TERM      START     END         TERM   START      /MO        /YEAR       PSF  
===================================================================================================================================

- -----------------------------------------------------------------------------------------------------------------------------------
<C>      <S>                  <C>            <C>     <C>       <C>       <C>         <C>    <C>        <C>        <C>         <C>  
43ZWAST    WASTE MGMT
              OF DEL VA               0          0



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



<CAPTION>

=============================================================================================================================
                       *V = Sq Ft has been verified                     BREAKPOINTS                      CURRENT MO CHARGES  
                                  LEASABLE RENTABLE     L/Y                      ANN       PSF                               
SPACE    TENANT                   SQ FT   SQ FT V*   RPT   MO   TERM  START      BKPT      BKPT       %     C     F   T      
=============================================================================================================================

- -----------------------------------------------------------------------------------------------------------------------------
<C>      <S>                  <C>            <C>     <C>   <C>   <C>   <C>        <C>       <C>      <C>    <C>   <C> <C>    
43ZWAST    WASTE MGMT                 0          0   N     Jan                                              MIS   M   Step
              OF DEL VA
                                                                                                            
                                                                                                            -----------------
- -----------------------------------------------------------------------------------------------------------------------------

<CAPTION>

==============================================================================================================
                       *V = Sq Ft has been verified           CURRENT MO CHARGES                   RENT MEMO
                                  LEASABLE RENTABLE                                         ANN
SPACE    TENANT                   SQ FT   SQ FT V*   STARTS          $/MO       $/YR        PSF
==============================================================================================================

- --------------------------------------------------------------------------------------------------------------
<C>      <S>                  <C>        <C>         <C>           <C>        <C>          <C>  
43ZWAST    WASTE MGMT                             
              OF DEL VA               0          0
                                                       1/1/95      3,200.00   38,400.00    0.00
                                                                   --------   ---------    ----
                                                     TOTAL         3,200.00   38,400.00    0.00
- --------------------------------------------------
                              --------------------
        TOTAL                 1,761,601  1,761,601
                              --------------------
</TABLE>


                                                                         PAGE 40
<PAGE>

                           ======================================
[LOGO]   SUMMARY PAGE                   FRANKLIN MILLS
          COMPARABLE       Monthly Gross Sales Comparative Report
                           Detail by Category as of December 1996
                           ======================================

<TABLE>
<CAPTION>
==============================================================================================================================
                                                   CURRENT MONTH GROSS SALES                YEAR TO DATE GROSS SALES          
                                               -------------------------------------------------------------------------------
                                                                                          1996            1995                
                                  SQUARE                                                 TOTAL           TOTAL                
CATEGORY                          FOOTAGE        12/96          12/95    VARIANCE        SALES           SALES    VARIANCE    
==============================================================================================================================
<S>                               <C>         <C>            <C>            <C>       <C>             <C>            <C>    
ART & HOME FURNISHINGS             12,064        297,736        296,908       0%       1,961,338       2,162,164      -8%     
- ------------------------------------------------------------------------------------------------------------------------------
ATHLETIC & SPORTING GOODS          17,931        637,421        664,111      -4%       4,860,018       4,200,008      16%     
- ------------------------------------------------------------------------------------------------------------------------------
BOOKS, RECORDS & TAPES             25,322        722,772        710,440       2%       3,290,596       3,550,451      -7%     
- ------------------------------------------------------------------------------------------------------------------------------
CARDS & GIFTS                      12,244        355,671        392,686      -9%       1,780,375       1,920,382      -7%     
- ------------------------------------------------------------------------------------------------------------------------------
CHILDRENS READY-TO-WEAR             5,845         47,603        365,790      20%       2,892,622       2,364,676      22%     
- ------------------------------------------------------------------------------------------------------------------------------
FOOD COURT                          9,615        609,712        657,334      -7%       4,742,964       4,789,661      -1%     
- ------------------------------------------------------------------------------------------------------------------------------
FOOD SPECIALTY                      5,073        202,001        201,221       0%       1,598,729       1,431,964      12%     
- ------------------------------------------------------------------------------------------------------------------------------
HANDBAGS, LEATHER & LUGGAGE         9,739        506,724        390,196      30%       2,423,346       2,457,314      -1%     
- ------------------------------------------------------------------------------------------------------------------------------
HEALTH & BEAUTY AIDS                9,407        688,771        634,625       9%       3,284,070       3,352,933      -2%     
- ------------------------------------------------------------------------------------------------------------------------------
JEWELRY                             4,852        569,214        705,969     -19%       2,947,763       3,243,534      -9%     
- ------------------------------------------------------------------------------------------------------------------------------
KIOSK                                 556         86,760         80,017       8%         763,798         701,530       9%     
- ------------------------------------------------------------------------------------------------------------------------------
MENS READY-TO-WEAR                 19,881        674,437        660,263       2%       4,334,276       4,296,485       1%     
- ------------------------------------------------------------------------------------------------------------------------------
RESTAURANT                         17,143        389,844        374,761       4%       3,507,734       3,466,791       1%     
- ------------------------------------------------------------------------------------------------------------------------------
SERVICES                            9,794        432,293        407,540       6%       3,225,923       3,307,519      -2%     
- ------------------------------------------------------------------------------------------------------------------------------
SHOES                              56,569      1,360,827      1,428,512      -5%      13,092,026      14,170,537      -8%     
- ------------------------------------------------------------------------------------------------------------------------------
SPECIALTY                          28,751      1,197,847      1,377,398     -13%       7,253,046       8,087,356     -10%     
- ------------------------------------------------------------------------------------------------------------------------------
TOY & HOBBY                        15,147      1,451,659      1,473,468      -1%       4,653,025       4,451,466       5%     
- ------------------------------------------------------------------------------------------------------------------------------
UNISEX                             49,463      2,237,958      1,966,144      14%      14,638,545      13,892,639       5%     
- ------------------------------------------------------------------------------------------------------------------------------
WOMEN'S READY TO WEAR              57,411      1,911,353      1,846,195       4%      16,249,016      17,929,749      -8%     
==============================================================================================================================

RETAIL COMPARABLE                 365,807     14,772,602     14,833,680       1%      97,698,228      99,777,158      -2%     

      ------------------------------------------------------------------------------------------------------------------------
      ENTERTAINMENT                 3,288         30,960         30,143       3%         294,786         292,423       1%     

      MAJORS                      259,254      5,866,077      5,877,735       0%      45,153,317      44,532,703       1%     

      ANCHORS                     259,766      5,705,715      4,928,629      16%      31,296,934      32,219,717      -3%     
==============================================================================================================================
                                                                                                                              
ANHCOR /MAJOR / ENT COMP          522,306     11,602,752     10,836,507       7%      76,745,036      77,044,843       0%     

==============================================================================================================================
TOTAL  COMPARABLE                 888,115     26,375,354     25,470,087       4%     174,444,263     176,822,001      -1%     

<CAPTION>

=====================================================================================================
                                        GROSS SALES / SQUARE FOOT
                                  -------------------------------------------------------------------
                                       1996      1995                        1996             1995
                                      PROJ       ACT/                      PROJECTED       ANNUALIZED
CATEGORY                                         PROJ        VARIANCE        SALES           SALES
=====================================================================================================
<S>                                  <C>         <C>            <C>      <C>             <C>       
ART & HOME FURNISHINGS                164         179            -8%       1,981,338       2,162,164 
- -----------------------------------------------------------------------------------------------------
ATHLETIC & SPORTING GOODS             271         234            16%       4,860,018       4,200,008 
- -----------------------------------------------------------------------------------------------------
BOOKS, RECORDS & TAPES                130         140            -7%       3,290,595       3,550,451 
- -----------------------------------------------------------------------------------------------------
CARDS & GIFTS                         145         157            -7%       1,780,375       1,920,382 
- -----------------------------------------------------------------------------------------------------
CHILDRENS READY-TO-WEAR               495         405            22%       2,892,622       2,364,676 
- -----------------------------------------------------------------------------------------------------
FOOD COURT                            493         498            -1%       4,742,984       4,789,661 
- -----------------------------------------------------------------------------------------------------
FOOD SPECIALTY                        315         282            12%       1,598,729       1,431,964 
- -----------------------------------------------------------------------------------------------------
HANDBAGS, LEATHER & LUGGAGE           249         252            -1%       2,423,346       2,457,314 
- -----------------------------------------------------------------------------------------------------
HEALTH & BEAUTY AIDS                  349         256            -2%       3,284,071       3,352,933 
- -----------------------------------------------------------------------------------------------------
JEWELRY                               608         668            -9%       2,947,764       3,243,534 
- -----------------------------------------------------------------------------------------------------
KIOSK                               1,374       1,262             9%         763,797         701,530 
- -----------------------------------------------------------------------------------------------------
MENS READY-TO-WEAR                    218         216             1%       4,334,276       4,296,485 
- -----------------------------------------------------------------------------------------------------
RESTAURANT                            205         202             1%       3,507,733       3,466,791 
- -----------------------------------------------------------------------------------------------------
SERVICES                              367         376            -2%       3,225,923       3,307,519 
- -----------------------------------------------------------------------------------------------------
SHOES                                 231         251            -8%      13,092,027      14,170,537 
- -----------------------------------------------------------------------------------------------------
SPECIALTY                             252         281           -10%       7,253,045       8,087,356 
- -----------------------------------------------------------------------------------------------------
TOY & HOBBY                           307         294             5%       4,653,026       4,451,466 
- -----------------------------------------------------------------------------------------------------
UNISEX                                296         281             5%      14,638,546      13,892,639 
- -----------------------------------------------------------------------------------------------------
WOMEN'S READY TO WEAR                 286         312            -8%      16,429,017      17,929,749 
=====================================================================================================

RETAIL COMPARABLE                     267         273            -2%      97,699,232      99,777,158 

      -----------------------------------------------------------------------------------------------
      ENTERTAINMENT                    90          89             1%         294,786         292,423 

      MAJORS                          174         172             1%      45,153,117      44,532,703 

      ANCHORS                         120         124            -3%      31,296,934      32,219,717 
=====================================================================================================
                                                                                                     
ANCOR /MAJOR / ENT COMP               147         148             0%      76,745,037      77,044,843 

=====================================================================================================
TOTAL  COMPARABLE                     196         199            -1%     174,444,269     176,822,001 
</TABLE>
<PAGE>
                     ---------------------------------------
[Logo of The                     Franklin Mills
Mills Corporation]   Monthly Gross Sales Comparative Report
S1                   Detail by Category as of December 1996
                     ---------------------------------------
Project #43

<TABLE>
<CAPTION>
=================================================================================================================================
                                                         CURRENT MONTH GROSS SALES           YEAR TO DATE GROSS SALES            
                                                        -------------------------------------------------------------------------
                                                                                           1996   #mo       1995  #mo            
  SPACE     TENANT                           SQUARE                                       TOTAL            TOTAL      Variance   
                                            FOOTAGE     12/96      12/95    Variance      SALES            SALES                 
=================================================================================================================================
<C>        <S>                              <C>       <C>         <C>         <C>     <C>       <C>     <C>      <C>    <C>     
ART & HOME FURNISHINGS

        Comparable

43115      BOMBAY COMPANY                    3,600     76,690      77,587     -1%      818,317   12      990,992  12    -17%     
- ---------------------------------------------------------------------------------------------------------------------------------
43423      FAMOUS BRANDS HOUSEWARES OUTLE    3,721    110,533     101,469      9%      609,871   12      535,421  12     14%     
- ---------------------------------------------------------------------------------------------------------------------------------
43702      O J ART GALLERY                   1,088     32,000      16,650     92%      184,907   12      140,146  12     32%     
- ---------------------------------------------------------------------------------------------------------------------------------
43725      PRICE OUTLET                      3,655     78,512     101,202    -22%      368,243   12      495,605  12    -26%     
- ---------------------------------------------------------------------------------------------------------------------------------
Total      Comparable                       12,064    297,736     296,906      0%    1,981,338         2,162,164         -8%     
=================================================================================================================================

        NonComparable

43820      CATALOG COLLECTIONS               6,241    117,265                          434,176    9                0             
- ---------------------------------------------------------------------------------------------------------------------------------

Total      NonComparable                     6,241    117,265                          434,176                                   
=================================================================================================================================
Total      ART & HOME FURNISHINGS           18,305    415,001     296,908            2,415,514         2,162,164                
=================================================================================================================================

=================================================================================================================================
ATHLETIC & SPORTING GOODS

        Comparable

43721      CHAMPS #14983                     8,841    366,002     387,777     -6%    2,626,940   12    1,719,496  12     53%    
- ---------------------------------------------------------------------------------------------------------------------------------
43161      FOOTQUARTERS                      6,354    180,278     164,154     10%    1,338,187   12    1,172,552  12     14%    
- ---------------------------------------------------------------------------------------------------------------------------------
43206      NORDIC TRACK                      2,736     91,141     112,180    -19%      894,891   12    1,307,960  12    -32%    
- ---------------------------------------------------------------------------------------------------------------------------------
Total      Comparable                       17,931    637,421     664,111     -4%    4,860,018         4,200,008         16%    
=================================================================================================================================

        NonComparable

43731      ATHLETE'S FOOT OUTLET             4,167    207,532     173,190            1,582,568   12      921,214   7            
- ---------------------------------------------------------------------------------------------------------------------------------
Total      NonComparable                     4,167    207,532                        1,582,568
=================================================================================================================================

<CAPTION>
=====================================================================================================================
                                                  GROSS SALES / SQUARE FOOT                        
                                           --------------------------------------------------------------------------
                                            Bkpt     1996       1995     VARIANCE               1996          1995
  SPACE     TENANT                                   PROJ       ACT/                %         PROJECTED    ANNUALIZED
                                                                PROJ              Factor       SALES          SALES
=====================================================================================================================
<C>        <S>                              <C>       <C>       <C>       <C>      <C>        <C>           <C>    
ART & HOME FURNISHINGS

        Comparable

43115      BOMBAY COMPANY                   367       227       275       -17%     1000        818,317       990,992
- ---------------------------------------------------------------------------------------------------------------------
43423      FAMOUS BRANDS HOUSEWARES OUTLE   360       164       144        14%     1000        609,871       535,421
- ---------------------------------------------------------------------------------------------------------------------
43702      O J ART GALLERY                  367       170       129        32%     1000        184,907       140,146
- ---------------------------------------------------------------------------------------------------------------------
43725      PRICE OUTLET                       0       101       136       -26%     1000        368,243       495,605
- ---------------------------------------------------------------------------------------------------------------------
Total      Comparable                                 164       179        -8%               1,981,338     2,162,164
=====================================================================================================================

        NonComparable

43820      CATALOG COLLECTIONS              120        91                          0765        567,587
- ---------------------------------------------------------------------------------------------------------------------

Total      NonComparable                               91                                      567,587
=====================================================================================================================
Total      ART & HOME FURNISHINGS                     139                                     2,548,925     2,162,164
=====================================================================================================================

=====================================================================================================================
ATHLETIC & SPORTING GOODS

        Comparable

43721      CHAMPS #14983                 250          297       194        53%     1000      2,626,940     1,719,496
- ---------------------------------------------------------------------------------------------------------------------
43161      FOOTQUARTERS                  372          211       185        14%     1000      1,338,187     1,172,552
- ---------------------------------------------------------------------------------------------------------------------
43206      NORDIC TRACK                  450          327       478        32%     1000        894,891     1,307,960
- ---------------------------------------------------------------------------------------------------------------------
Total      Comparable                                 271       234        16%               4,860,018     4,200,008
=====================================================================================================================

        NonComparable

43731      ATHLETE'S FOOT OUTLET         400          380       320                1000      1,582,568     1,335,129
- ---------------------------------------------------------------------------------------------------------------------
Total      NonComparable                              380                                    1,582,568     1,335,129
=====================================================================================================================
</TABLE>


Franklin Mills    Run Date 1/31/97 5:47:05 PM Run By Karen                PAGE 1
<PAGE>

<TABLE>
<CAPTION>
================================================================================================================================
                                                         CURRENT MONTH GROSS SALES           YEAR TO DATE GROSS SALES           
                                                        ------------------------------------------------------------------------
                                                                                           1996   #mo       1995  #mo           
  SPACE     TENANT                           SQUARE                                       TOTAL            TOTAL      Variance  
                                            FOOTAGE     12/96      12/95    Variance      SALES            SALES                
================================================================================================================================
<C>        <S>                               <C>       <C>         <C>         <C>     <C>       <C>     <C>      <C>    <C>    
================================================================================================================================
Total      ATHLETIC & SPORTING GOODS        22,096    844,952     837,301            6,442,585         5,121,222                
================================================================================================================================

================================================================================================================================
BOOKS, RECORDS & TAPES

        Comparable

43601      SAM GOODY #4606                  12,092    278,158     294,626     -6%    1,469,026   12    1,483,405  12     -1%    
- --------------------------------------------------------------------------------------------------------------------------------
43441      THE WALL #441                     7,546    177,699     250,202    -29%      754,723   12    1,237,999  12    -39%    
- --------------------------------------------------------------------------------------------------------------------------------
43509      THE WALL #509                     5,684    266,915     165,612     61%    1,066,846   12      828,747  12     29%    
- --------------------------------------------------------------------------------------------------------------------------------
Total      Comparable                       25,322    722,772     710,440      2%    3,290,596         3,550,451         -7%    
================================================================================================================================

        NonComparable

43875      ENCORE BOOKS                     13,216    321,355                        1,029,696    8                0            
- --------------------------------------------------------------------------------------------------------------------------------
Total      NonComparable                    13,216    321,355                        1,029,696                                  
================================================================================================================================
Total      BOOKS, RECORDS & TAPES           38,538  1,044,127     710,440            4,320,292         3,550,451
================================================================================================================================

================================================================================================================================
CARDS & GIFTS

        Comparable

43317      ACCENT ON ANIMALS                   881     39,733      38,426      3%      220,212   12      235,888  12     -7%    
- --------------------------------------------------------------------------------------------------------------------------------
43605      CARD AND GIFT OUTLET              3,532     64,478      74,907    -14%      358,578   12      387,475  12     -7%    
- --------------------------------------------------------------------------------------------------------------------------------
43113      PAPER FACTORY,  THE               3,727     30,132      53,019    -43%      308,168   12      363,117  12    -15%    
- --------------------------------------------------------------------------------------------------------------------------------
43813      SPAIN'S CARDS AND GIFTS           3,787    163,924     178,137     -8%      673,833   12      728,273  12     -7%    
- --------------------------------------------------------------------------------------------------------------------------------
43354      WATCHES GALORE                      317     57,404      48,198     19%      219,584   12      205,629  12      7%    
- --------------------------------------------------------------------------------------------------------------------------------

Total      Comparable                       12,244    355,671     392,686     -9%    1,780,375         1,920,382         -7%    
================================================================================================================================


<CAPTION>
==================================================================================================================
                                              GROSS SALES / SQUARE FOOT                        
                                       ---------------------------------------------------------------------------
                                         Bkpt     1996       1995     VARIANCE               1996          1995
  SPACE     TENANT                                PROJ       ACT/                %         PROJECTED    ANNUALIZED
                                                             PROJ              Factor       SALES          SALES
==================================================================================================================
<C>        <S>                           <C>       <C>       <C>        <C>     <C>         <C>           <C>    
==================================================================================================================
Total      ATHLETIC & SPORTING GOODS               292                                    6,442,586     5,535,137
==================================================================================================================

==================================================================================================================
BOOKS, RECORDS & TAPES

        Comparable

43601      SAM GOODY #4606               320       121       123        -1%     1000      1,469,026     1,483,705
- ------------------------------------------------------------------------------------------------------------------
43441      THE WALL #441                 504       100       164       -39%     1000        754,723     1,237,999
- ------------------------------------------------------------------------------------------------------------------
43509      THE WALL #509                 555       188       146        29%     1000      1,066,846       828,747
- ------------------------------------------------------------------------------------------------------------------
Total      Comparable                              130       140        -7%               3,290,595     3,550,451
==================================================================================================================

        NonComparable

43875      ENCORE BOOKS                  200       108                          0724     1,422,370
- ------------------------------------------------------------------------------------------------------------------
Total      NonComparable                           108                                   1,422,370
==================================================================================================================
Total      BOOKS, RECORDS & TAPES                  122                                   4,712,965      3,550,451 
==================================================================================================================

==================================================================================================================
CARDS & GIFTS

        Comparable

43317      ACCENT ON ANIMALS             600       250       268        -7%     1000        220,212       235,888
- ------------------------------------------------------------------------------------------------------------------
43605      CARD AND GIFT OUTLET          307       102       110        -7%     1000        358,578       387,475
- ------------------------------------------------------------------------------------------------------------------
43113      PAPER FACTORY,  THE           120        83        97       -15%     1000        308,168       363,117
- ------------------------------------------------------------------------------------------------------------------
43813      SPAIN'S CARDS AND GIFTS       529       178       192        -7%     1000        673,833       728,273
- ------------------------------------------------------------------------------------------------------------------
43354      WATCHES GALORE                757       693       649         7%     1000        219,584       205,629
- ------------------------------------------------------------------------------------------------------------------

Total      Comparable                              145       157        -7%               1,780,375     1,920,382
==================================================================================================================
</TABLE>


Franklin Mills    Run Date 1/31/97 5:47:05 PM Run By Karen                PAGE 2
<PAGE>

<TABLE>
<CAPTION>
================================================================================================================================
                                                         CURRENT MONTH GROSS SALES           YEAR TO DATE GROSS SALES           
                                                        ------------------------------------------------------------------------
                                                                                           1996   #mo       1995  #mo           
  SPACE     TENANT                           SQUARE                                       TOTAL            TOTAL      Variance  
                                            FOOTAGE     12/96      12/95    Variance      SALES            SALES                
================================================================================================================================
<C>        <S>                              <C>       <C>         <C>         <C>     <C>        <C>    <C>        <C>   <C>    
Total      CARDS & GIFTS                    12,244    355,671     392,686            1,780,375         1,920,382                
================================================================================================================================

================================================================================================================================
CHILDRENS READY-TO-WEAR

        Comparable

43651      BABY GUESS & GUESS KIDS           1,495     94,297     100,196     -6%      835,082   12      730,879  12     14%    
- --------------------------------------------------------------------------------------------------------------------------------
43715      CHILDREN'S OUTLET, THE            4,350    343,306     265,592     29%    2,057,540   12    1,633,797  12     26%    
- --------------------------------------------------------------------------------------------------------------------------------
Total      Comparable                        5,845    437,603     365,790     20%    2,892,622         2,364,676         22%    
================================================================================================================================

        NonComparable

43335      CARTERS CHILDRENSWEAR             4,812    122,712      86,433              992,843   12      111,433   2            
- --------------------------------------------------------------------------------------------------------------------------------
43837      SO FUN KIDS                       1,840     17,348                          170,956   10                0            
- --------------------------------------------------------------------------------------------------------------------------------
Total      NonComparable                     6,652    140,060                        1,163,799                                  
================================================================================================================================
Total      CHILDRENS READY-TO-WEAR          12,497    577,663     452,223            4,056,421         2,476,109                
================================================================================================================================

================================================================================================================================
FOOD COURT

        Comparable

43F885     A & W HOTDOG                        485     23,796      27,093    -12%      202,053   12      191,889  12      5%    
- --------------------------------------------------------------------------------------------------------------------------------
43F136     ARBY'S                            1,025     64,320      69,380     -7%      512,253   12      462,415  12     11%    
- --------------------------------------------------------------------------------------------------------------------------------
43F880     ARTHUR TREACHERS II                 503     52,432      45,196     16%      339,260   12      318,729  12      6%    
- --------------------------------------------------------------------------------------------------------------------------------
43F137     BAIN'S DELI                       1,171     46,400      51,002     -9%      397,431   12      425,611  12     -7%    
- --------------------------------------------------------------------------------------------------------------------------------
43F163     BURGER KING CORP                  1,052     71,094      80,092    -11%      651,346   12      653,955  12      0%    
- --------------------------------------------------------------------------------------------------------------------------------
43F883     CAJUN GOURMET                       735     21,035      27,143    -23%      174,443   12      208,600  12     16%    
- --------------------------------------------------------------------------------------------------------------------------------
43F878     DADDY'S DELI                        476     28,563      37,607    -24%      242,959   12      269,491  12    -10%    
- --------------------------------------------------------------------------------------------------------------------------------
43F901     HAAGEN-DAZS #901                    627     26,787      28,067     -5%      201,058   12      220,661  12     -9%    
- --------------------------------------------------------------------------------------------------------------------------------
43F911     HAAGEN-DAZS II #911                 625     26,914      19,496     38%      172,480   12      178,949  12     -4%    
- --------------------------------------------------------------------------------------------------------------------------------
43F882     MANDARIN EXPRESS #17                654     49,550      50,293     -1%      399,856   12      380,516  12      5%    
- --------------------------------------------------------------------------------------------------------------------------------
43F133     NATHAN'S                            674     71,150      81,547    -13%      402,461   12      494,644  12     19%    
- --------------------------------------------------------------------------------------------------------------------------------
43F886     PHILLY STEAK AND GRINDER            637     31,639      35,470    -11%      248,929   12      249,323  12      0%    
- --------------------------------------------------------------------------------------------------------------------------------
43F877     SBARRO                              951     96,032     104,949     -8%      798,455   12      734,877  12      9%    
- --------------------------------------------------------------------------------------------------------------------------------



<CAPTION>
======================================================================================================================
                                                  GROSS SALES / SQUARE FOOT                        
                                          ----------------------------------------------------------------------------
                                             Bkpt     1996       1995     VARIANCE               1996          1995
  SPACE     TENANT                                    PROJ       ACT/                %         PROJECTED    ANNUALIZED
                                                                 PROJ              Factor       SALES          SALES
======================================================================================================================
<C>        <S>                              <C>        <C>       <C>        <C>     <C>       <C>           <C>    
Total      CARDS & GIFTS                               145                                    1,780,375     1,920,382
======================================================================================================================

======================================================================================================================
CHILDRENS READY-TO-WEAR

        Comparable

43651      BABY GUESS & GUESS KIDS           700       559       489        14%     1000        835,082       730,879
- ----------------------------------------------------------------------------------------------------------------------
43715      CHILDREN'S OUTLET, THE            388       473       376        26%     1000      2,057,540     1,633,797
- ----------------------------------------------------------------------------------------------------------------------
Total      Comparable                                  495       405        22%               2,892,622     2,364,676
======================================================================================================================

        NonComparable

43335      CARTERS CHILDRENSWEAR             340       206        85                1000        992,843       408,828
- ----------------------------------------------------------------------------------------------------------------------
43837      SO FUN KIDS                        78       101                          0917        186,469
- ----------------------------------------------------------------------------------------------------------------------
Total      NonComparable                               177                                    1,179,312       408,828
======================================================================================================================
Total      CHILDRENS READY-TO-WEAR                     326                                    4,071,934     2,773,504
======================================================================================================================

======================================================================================================================
FOOD COURT

        Comparable

43F885     A & W HOTDOG                      902       417       396         5%     1000        202,053       191,889
- ----------------------------------------------------------------------------------------------------------------------
43F136     ARBY'S                            491       500       451        11%     1000        512,253       462,415
- ----------------------------------------------------------------------------------------------------------------------
43F880     ARTHUR TREACHERS II               621       674       634         6%     1000        339,260       318,729
- ----------------------------------------------------------------------------------------------------------------------
43F137     BAIN'S DELI                       430       339       363        -7%     1000        397,431       425,611
- ----------------------------------------------------------------------------------------------------------------------
43F163     BURGER KING CORP                  792       619       622         0%     1000        651,346       653,955
- ----------------------------------------------------------------------------------------------------------------------
43F883     CAJUN GOURMET                     375       237       284       -16%     1000        174,443       208,600
- ----------------------------------------------------------------------------------------------------------------------
43F878     DADDY'S DELI                      615       510       566       -10%     1000        242,959       269,491
- ----------------------------------------------------------------------------------------------------------------------
43F901     HAAGEN-DAZS #901                1,097       321       352        -9%     1000        201,058       220,661
- ----------------------------------------------------------------------------------------------------------------------
43F911     HAAGEN-DAZS II #911                 0       276       286        -4%     1000        172,480       178,949
- ----------------------------------------------------------------------------------------------------------------------
43F882     MANDARIN EXPRESS #17              917       611       582         5%     1000        399,856       380,516
- ----------------------------------------------------------------------------------------------------------------------
43F133     NATHAN'S                          890       597       734       -19%     1000        402,461       494,644
- ----------------------------------------------------------------------------------------------------------------------
43F886     PHILLY STEAK AND GRINDER          653       391       391         0%     1000        248,929       249,323
- ----------------------------------------------------------------------------------------------------------------------
43F877     SBARRO                            789       840       773         9%     1000        798,455       734,877
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>


Franklin Mills    Run Date 1/31/97 5:47:05 PM Run By Karen                PAGE 3
<PAGE>

<TABLE>
<CAPTION>
===============================================================================================================================
                                                         CURRENT MONTH GROSS SALES           YEAR TO DATE GROSS SALES          
                                                        -----------------------------------------------------------------------
                                                                                           1996   #mo       1995  #mo          
  SPACE     TENANT                           SQUARE                                       TOTAL            TOTAL      Variance 
                                            FOOTAGE     12/96      12/95    Variance      SALES            SALES               
===============================================================================================================================
<C>        <S>                              <C>       <C>         <C>         <C>     <C>       <C>     <C>      <C>    <C>   
Total      Comparable                        9,615    609,712     657,334     -7%    4,742,984         4,789,661         -1%   
===============================================================================================================================

        NonComparable

43F132     CHINA BUDDHA EXPRESS                218     18,674                           75,088    5                0           
- -------------------------------------------------------------------------------------------------------------------------------
43F881     MCDONALD'S                          694    115,599                          297,913    4                0           
- -------------------------------------------------------------------------------------------------------------------------------
Total      NonComparable                       912    134,274                          373,001                                 
===============================================================================================================================
Total      FOOD COURT                       10,527    743,966     657,334            5,115,985         4,789,661               
===============================================================================================================================

===============================================================================================================================
FOOD SPECIALTY

        Comparable

43704      FUDGERY, THE                        794     33,455      32,112      4%      277,749   12      295,362  12     -6%   
- -------------------------------------------------------------------------------------------------------------------------------
43705      MR BULKY                          2,295     72,944      58,496     25%      507,305   12      356,227  12     42%   
- -------------------------------------------------------------------------------------------------------------------------------
43838      ORIGINAL COOKIE COMPANY, THE        574     21,092      27,032    -22%      175,843   12      177,436  12     -1%   
- -------------------------------------------------------------------------------------------------------------------------------
43F856     T J CINNAMON BUNS                   649     34,582      34,040      2%      260,840   12      248,224  12      5%   
- -------------------------------------------------------------------------------------------------------------------------------
43611      TROPIK SUN FRUIT & NUT              761     39,927      49,539    -19%      376,992   12      354,716  12      6%   
- -------------------------------------------------------------------------------------------------------------------------------
Total      Comparable                        5,073    202,001     201,221      0%    1,598,729         1,431,964         12%   
===============================================================================================================================

        NonComparable

43F127     BAVARIAN PRETZEL                    510     27,053                           48,737    2                0           
- -------------------------------------------------------------------------------------------------------------------------------
Total      NonComparable                       510     27,053                           48,737                                 
===============================================================================================================================
Total      FOOD SPECIALTY                    5,583    229,053     201,221            1,647,466         1,431,964               
===============================================================================================================================

===============================================================================================================================
HANDBAGS, LEATHER & LUGGAGE

        Comparable

43358      BRIEFCASE UNLIMITED               1,201      61,479     57,390      7%      351,303   12      335,530  12      5%   
- -------------------------------------------------------------------------------------------------------------------------------
43729      HAMILTON LUGGAGE                  3,227      89,275     56,646     58%      479,172   12      499,280  12     -4%   
- -------------------------------------------------------------------------------------------------------------------------------
43313      LESLIE'S HANDBAGS                 1,636      52,350     52,200      0%      410,515   12      410,950  12      0%   
- -------------------------------------------------------------------------------------------------------------------------------
43707      WILSON'S LEATHER OUTLET           3,675     305,619    223,960     36%    1,182,356   12    1,211,554  12      2%   
- -------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
=======================================================================================================================
                                                   GROSS SALES / SQUARE FOOT                        
                                          -----------------------------------------------------------------------------
                                              Bkpt     1996       1995     VARIANCE               1996          1995
  SPACE     TENANT                                     PROJ       ACT/                %         PROJECTED    ANNUALIZED
                                                                  PROJ              Factor       SALES          SALES
=======================================================================================================================
<C>        <S>                               <C>        <C>       <C>        <C>     <C>         <C>           <C>    
Total      Comparable                                   493       498        -1%               4,742,984     4,789,661
=======================================================================================================================

        NonComparable

43F132     CHINA BUDDHA EXPRESS             1,147       658                          0523        143,552
- -----------------------------------------------------------------------------------------------------------------------
43F881     MCDONALD'S                         865     1,024                          0419        710,536
- -----------------------------------------------------------------------------------------------------------------------
Total      NonComparable                                937                                      854,088
=======================================================================================================================
Total      FOOD COURT                                   532                                    5,597,072     4,789,661
=======================================================================================================================

=======================================================================================================================
FOOD SPECIALTY

        Comparable

43704      FUDGERY, THE                       554       350       372        -6%     1000        277,749       295,362
- -----------------------------------------------------------------------------------------------------------------------
43705      MR BULKY                           520       221       155        42%     1000        507,305       356,227
- -----------------------------------------------------------------------------------------------------------------------
43838      ORIGINAL COOKIE COMPANY, THE     1,045       306       309        -1%     1000        175,843       177,436
- -----------------------------------------------------------------------------------------------------------------------
43F856     T J CINNAMON BUNS                  636       402       382         5%     1000        260,840       248,224
- -----------------------------------------------------------------------------------------------------------------------
43611      TROPIK SUN FRUIT & NUT             688       495       466         6%     1000        376,992       354,716
- -----------------------------------------------------------------------------------------------------------------------
Total      Comparable                                   315       282        12%               1,598,729     1,431,964
=======================================================================================================================

        NonComparable

43F127     BAVARIAN PRETZEL                   510       365                          0262        186,163
- -----------------------------------------------------------------------------------------------------------------------
Total      NonComparable                                365                                      186,163
=======================================================================================================================
Total      FOOD SPECIALTY                               320                                    1,784,892     1,431,964
=======================================================================================================================

=======================================================================================================================
HANDBAGS, LEATHER & LUGGAGE

        Comparable

43358      BRIEFCASE UNLIMITED                700       293       279         5%     1000        351,303       335,530
- -----------------------------------------------------------------------------------------------------------------------
43729      HAMILTON LUGGAGE                   403       148       155        -4%     1000        479,172       499,280
- -----------------------------------------------------------------------------------------------------------------------
43313      LESLIE'S HANDBAGS                  489       251       251         0%     1000        410,515       410,950
- -----------------------------------------------------------------------------------------------------------------------
43707      WILSON'S LEATHER OUTLET            505       322       330        -2%     1000      1,182,356     1,211,554
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>


Franklin Mills    Run Date 1/31/97 5:47:05 PM Run By Karen                PAGE 4
<PAGE>

<TABLE>
<CAPTION>
================================================================================================================================
                                                         CURRENT MONTH GROSS SALES           YEAR TO DATE GROSS SALES           
                                                        ------------------------------------------------------------------------
                                                                                           1996   #mo       1995  #mo           
  SPACE     TENANT                           SQUARE                                       TOTAL            TOTAL      Variance  
                                            FOOTAGE     12/96      12/95    Variance      SALES            SALES                
================================================================================================================================
<C>        <S>                               <C>       <C>         <C>         <C>     <C>       <C>     <C>      <C>    <C>    
Total      Comparable                        9,739     508,724    390,196     30%    2,423,346         2,457,314          1%    
================================================================================================================================

        NonComparable

43543      AMERICAN TOURISTER                2,897      84,427                         235,353    4                0            
- --------------------------------------------------------------------------------------------------------------------------------
43433      PHILLY LEATHER OUTLET             4,094     278,285                         620,673    4                0            
- --------------------------------------------------------------------------------------------------------------------------------
Total      NonComparable                     6,991     362,712                         856,026                                  
================================================================================================================================
Total      HANDBAGS, LEATHER & LUGGA        16,730     871,435    390,196            3,279,372         2,457,314                
================================================================================================================================

================================================================================================================================
HEALTH & BEAUTY AIDS

        Comparable

43119      CLASS PERFUME                     1,437     125,175    119,538      5%      564,518   12      569,337  12     -1%    
- --------------------------------------------------------------------------------------------------------------------------------
43353      FRAGRANCE OUTLET, THE             1,362     146,838    128,930     14%      576,576   12      610,963  12     -6%    
- --------------------------------------------------------------------------------------------------------------------------------
43863      GENERAL NUTRITION                 1,047      64,352     30,960    108%      395,680   12      382,328  12      3%    
- --------------------------------------------------------------------------------------------------------------------------------
43871      HOUSE OF PERFUMES, INC.             924      55,111     63,965    -14%      246,052   12      270,089  12     -9%    
- --------------------------------------------------------------------------------------------------------------------------------
43143      NATURE FOOD CENTRES               1,851      38,689     33,288     16%      310,533   12      359,043  12    -14%    
- --------------------------------------------------------------------------------------------------------------------------------
43642      PERFUMANIA                        1,410     165,592    146,535     13%      679,463   12      651,278  12      4%    
- --------------------------------------------------------------------------------------------------------------------------------
43833      PRESTIGE FRAGRANCE & COSMETICS    1,376      93,014    111,369    -16%      514,249   12      509,895  12      1%    
- --------------------------------------------------------------------------------------------------------------------------------
Total      Comparable                        9,407     688,771    634,625      9%    3,284,070         3,352,933         -2%    
================================================================================================================================

        NonComparable

43615      COSMETICS CO STORE, THE           1,808      93,623                          99,663    2                0            
- --------------------------------------------------------------------------------------------------------------------------------
43647      NATURE'S ELEMENTS                   632      24,225     52,830              202,613   12      236,846  12            
- --------------------------------------------------------------------------------------------------------------------------------
43405      PERFUME ROMANCE                     455      29,686                          94,417    6                0            
- --------------------------------------------------------------------------------------------------------------------------------
Total      NonComparable                     2,895     147,534                         396,693
================================================================================================================================
Total      HEALTH & BEAUTY AIDS             12,302     836,305    687,455            3,680,763         3,589,779                
================================================================================================================================

================================================================================================================================
JEWELRY

        Comparable


<CAPTION>
======================================================================================================================
                                                  GROSS SALES / SQUARE FOOT                        
                                          ----------------------------------------------------------------------------
                                             Bkpt     1996       1995     VARIANCE               1996          1995
  SPACE     TENANT                                    PROJ       ACT/                %         PROJECTED    ANNUALIZED
                                                                 PROJ              Factor       SALES          SALES
======================================================================================================================
<C>        <S>                               <C>       <C>       <C>        <C>     <C>         <C>           <C>    
Total      Comparable                                  249       252        -1%               2,423,346     2,457,314
======================================================================================================================

        NonComparable

43543      AMERICAN TOURISTER                333       184                          0441        533,413
- ----------------------------------------------------------------------------------------------------------------------
43433      PHILLY LEATHER OUTLET             267       344                          0441      1,406,720
- ----------------------------------------------------------------------------------------------------------------------
Total      NonComparable                               278                                    1,940,133
======================================================================================================================
Total      HANDBAGS, LEATHER & LUGGA                   261                                    4,363,479     2,457,314
======================================================================================================================

======================================================================================================================
HEALTH & BEAUTY AIDS

        Comparable

43119      CLASS PERFUME                     814       393       396        -1%     1000        564,518       569,337
- ----------------------------------------------------------------------------------------------------------------------
43353      FRAGRANCE OUTLET, THE             734       423       449        -6%     1000        576,576       610,963
- ----------------------------------------------------------------------------------------------------------------------
43863      GENERAL NUTRITION                 414       375       365         3%     1000        395,680       382,328
- ----------------------------------------------------------------------------------------------------------------------
43871      HOUSE OF PERFUMES, INC.           478       266       292        -9%     1000        246,052       270,089
- ----------------------------------------------------------------------------------------------------------------------
43143      NATURE FOOD CENTRES               594       168       194       -14%     1000        310,533       359,043
- ----------------------------------------------------------------------------------------------------------------------
43642      PERFUMANIA                        610       482       462         4%     1000        679,463       651,278
- ----------------------------------------------------------------------------------------------------------------------
43833      PRESTIGE FRAGRANCE & COSMETICS    471       374       371         1%     1000        514,249       509,895
- ----------------------------------------------------------------------------------------------------------------------
Total      Comparable                                  349       356        -2%               3,284,071     3,352,933
======================================================================================================================

        NonComparable

43615      COSMETICS CO STORE, THE           600       277                          0000 P      500,120
- ----------------------------------------------------------------------------------------------------------------------
43647      NATURE'S ELEMENTS                 593       321       375                1000        202,613       236,846
- ----------------------------------------------------------------------------------------------------------------------
43405      PERFUME ROMANCE                   537       335                          0619        152,596
- ----------------------------------------------------------------------------------------------------------------------
Total      NonComparable                               295                                      855,329        236,846
======================================================================================================================
Total      HEALTH & BEAUTY AIDS                        336                                     4,139,400     3,589,779
======================================================================================================================

======================================================================================================================
JEWELRY

        Comparable
</TABLE>


Franklin Mills    Run Date 1/31/97 5:47:05 PM Run By Karen                PAGE 5
<PAGE>

<TABLE>
<CAPTION>
================================================================================================================================
                                                         CURRENT MONTH GROSS SALES           YEAR TO DATE GROSS SALES           
                                                        ------------------------------------------------------------------------
                                                                                           1996   #mo       1995  #mo           
  SPACE     TENANT                           SQUARE                                       TOTAL            TOTAL      Variance  
                                            FOOTAGE     12/96      12/95    Variance      SALES            SALES                
================================================================================================================================
<C>        <S>                               <C>       <C>         <C>         <C>     <C>       <C>     <C>      <C>    <C>    
43865      MAJOR JEWELERS OUTLET             1,197    151,894     194,776    -22%      627,078   12      796,268  12    -21%    
- --------------------------------------------------------------------------------------------------------------------------------
43356      ROYAL JEWELERS                      583     66,365      70,612     -6%      290,396   12      300,429  12     -3%    
- --------------------------------------------------------------------------------------------------------------------------------
43713      SENTIMENTAL JEWELRY CO OUTLET       854     79,743      83,775     -5%      341,036   12      383,141  12    -11%    
- --------------------------------------------------------------------------------------------------------------------------------
43150      ZALES JEWELRY OUTLET              2,218    271,212     356,806    -24%    1,689,254   12    1,763,697  12     -4%    
- --------------------------------------------------------------------------------------------------------------------------------
Total      Comparable                        4,852    569,214     705,969    -19%    2,947,763         3,243,534         -9%    
================================================================================================================================

        NonComparable

43835      C R JEWELERS OUTLET               1,255    111,478                          382,274    9                0            
- --------------------------------------------------------------------------------------------------------------------------------
43337      CLAIRE'S ETC                      1,455     64,918                          111,314    3                0            
- --------------------------------------------------------------------------------------------------------------------------------
43316      EARRING WORLD                     1,021     64,489      38,769              377,781   12      188,431   8            
- --------------------------------------------------------------------------------------------------------------------------------
43852      HAT TRICK JEWELRY                 1,264      2,537                           42,866    9                0            
- --------------------------------------------------------------------------------------------------------------------------------
43643      SWATCH OUTLET                     1,721     50,951      47,049              372,709   12       47,049   1            
- --------------------------------------------------------------------------------------------------------------------------------
Total      NonComparable                     6,716    294,372                        1,286,944                                  
================================================================================================================================
Total      JEWELRY                          11,568    863,586     791,787            4,234,708         3,479,013                
================================================================================================================================

================================================================================================================================
KIOSK

        Comparable

43K903     AUNTIE ANNE'S                       300     57,525      48,742     18%      447,398   12      396,054  12     13%    
- --------------------------------------------------------------------------------------------------------------------------------
43K913     SUNGLASS HUT EXPRESS II             256     29,235      31,276     -7%      316,399   12      305,476  12      4%    
- --------------------------------------------------------------------------------------------------------------------------------
Total      Comparable                          556     86,760      80,017      8%      763,798           701,530          9%    
================================================================================================================================
Total      KIOSK                               556     86,760      80,017              763,798           701,530                
================================================================================================================================

================================================================================================================================
MENS READY-TO-WEAR

        Comparable

43525      ARCHIE JACOBSON                   4,253    110,007     110,233      0%      800,248   12      763,515  12      5%     
- --------------------------------------------------------------------------------------------------------------------------------
43413      BRITCHES BASEMENT                 4,797    138,446     107,580     29%      877,364   12      877,303  12      0%     
- --------------------------------------------------------------------------------------------------------------------------------
43329      CASUAL MALE BIG & TALL #9290      4,011    152,999     171,920    -11%      914,622   12      948,037  12     -4%     
- --------------------------------------------------------------------------------------------------------------------------------
43435      QUAIL'S OUTLET                    3,084    127,409     124,877      2%      863,107   12      813,845  12      6%     
- --------------------------------------------------------------------------------------------------------------------------------
43311      VAN HEUSEN OUTLET                 3,736    145,576     145,653      0%      878,935   12      893,785  12     -2%     
- --------------------------------------------------------------------------------------------------------------------------------


<CAPTION>
=======================================================================================================================
                                                   GROSS SALES / SQUARE FOOT                        
                                           ----------------------------------------------------------------------------
                                              Bkpt     1996       1995     VARIANCE               1996          1995
  SPACE     TENANT                                     PROJ       ACT/                %         PROJECTED    ANNUALIZED
                                                                  PROJ              Factor       SALES          SALES
=======================================================================================================================
<C>        <S>                                <C>       <C>       <C>        <C>     <C>         <C>           <C>    
43865      MAJOR JEWELERS OUTLET            1,253       524       665       -21%     1000        627,078       796,268
- -----------------------------------------------------------------------------------------------------------------------
43356      ROYAL JEWELERS                     650       498       515        -3%     1000        290,396       300,429
- -----------------------------------------------------------------------------------------------------------------------
43713      SENTIMENTAL JEWELRY CO OUTLET      544       399       449       -11%     1000        341,036       383,141
- -----------------------------------------------------------------------------------------------------------------------
43150      ZALES JEWELRY OUTLET               667       762       795        -4%     1000      1,689,254     1,763,697
- -----------------------------------------------------------------------------------------------------------------------
Total      Comparable                                   608       668        -9%               2,947,764     3,243,534
=======================================================================================================================

        NonComparable

43835      C R JEWELERS OUTLET                700       369                          0825        463,216
- -----------------------------------------------------------------------------------------------------------------------
43337      CLAIRE'S ETC                       386       193                          0397        280,473
- -----------------------------------------------------------------------------------------------------------------------
43316      EARRING WORLD                      711       370       245                1000        377,781       250,400
- -----------------------------------------------------------------------------------------------------------------------
43852      HAT TRICK JEWELRY                  370        41                          0825         51,943
- -----------------------------------------------------------------------------------------------------------------------
43643      SWATCH OUTLET                      721       217       133                1000        372,709       228,902
- -----------------------------------------------------------------------------------------------------------------------
Total      NonComparable                                230                                    1,546,122       479,302
=======================================================================================================================
Total      JEWELRY                                      388                                    4,493,886     3,722,836
=======================================================================================================================

=======================================================================================================================
KIOSK

        Comparable

43K903     AUNTIE ANNE'S                    1,042     1,491     1,320        13%     1000        447,398       396,054
- -----------------------------------------------------------------------------------------------------------------------
43K913     SUNGLASS HUT EXPRESS II          1,016     1,236     1,193         4%     1000        316,399       305,476
- -----------------------------------------------------------------------------------------------------------------------
Total      Comparable                                 1,374     1,262         9%                 763,797       701,530
=======================================================================================================================
Total      KIOSK                                      1,374                                      763,797       701,530
=======================================================================================================================

=======================================================================================================================
MENS READY-TO-WEAR

        Comparable

43525      ARCHIE JACOBSON                    279       188       180         5%     1000        800,248       763,515
- -----------------------------------------------------------------------------------------------------------------------
43413      BRITCHES BASEMENT                  165       183       183         0%     1000        877,364       877,303
- -----------------------------------------------------------------------------------------------------------------------
43329      CASUAL MALE BIG & TALL #9290       374       228       236        -4%     1000        914,622       948,037
- -----------------------------------------------------------------------------------------------------------------------
43435      QUAIL'S OUTLET                     246       280       264         6%     1000        863,107       813,845
- -----------------------------------------------------------------------------------------------------------------------
43311      VAN HEUSEN OUTLET                  344       235       239         2%     1000        878,935       893,785
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>


Franklin Mills    Run Date 1/31/97 5:47:05 PM Run By Karen                PAGE 6
<PAGE>

<TABLE>
<CAPTION>
================================================================================================================================
                                                         CURRENT MONTH GROSS SALES           YEAR TO DATE GROSS SALES           
                                                        ------------------------------------------------------------------------
                                                                                           1996   #mo       1995  #mo           
  SPACE     TENANT                           SQUARE                                       TOTAL            TOTAL      Variance  
                                            FOOTAGE     12/96      12/95    Variance      SALES            SALES                
================================================================================================================================
<C>        <S>                               <C>       <C>         <C>         <C>     <C>       <C>     <C>      <C>    <C>    
Total      Comparable                       19,881    674,437     660,263      2%    4,334,276         4,296,485          1%    
================================================================================================================================

        NonComparable

43345      J RIGGING'S OUTLET               11,827    104,933                          940,822   12                0            
- --------------------------------------------------------------------------------------------------------------------------------
43211      TOMMY HILFIGER                    4,357    956,026                        3,976,842    9                0            
- --------------------------------------------------------------------------------------------------------------------------------
Total      NonComparable                    16,184  1,060,959                        4,917,664                                  
================================================================================================================================
Total      MENS READY-TO-WEAR               36,065  1,735,396     660,263            9,251,939         4,296,485                
================================================================================================================================

================================================================================================================================
RESTAURANT

        Comparable

43501      CHINA BUDDHA INN                  3,939     39,697      50,141    -21%      452,902   12      478,685  12     -5%    
- --------------------------------------------------------------------------------------------------------------------------------
43700      ITALIAN BISTRO # 700              5,422     93,770      99,023     -5%      870,925   12      906,493  12     -4%    
- --------------------------------------------------------------------------------------------------------------------------------
43458      MARTINO'S ITALIAN EATERY          2,982     43,232      47,877    -10%      381,934   12      371,788  12      3%    
- --------------------------------------------------------------------------------------------------------------------------------
43661      RUBY TUESDAY                      4,800    213,145     177,720     20%    1,801,972   12    1,709,825  12      5%    
- --------------------------------------------------------------------------------------------------------------------------------
Total      Comparable                       17,143    389,844     374,761      4%    3,507,734         3,466,791          1%    
================================================================================================================================
Total      RESTAURANT                       17,143    389,844     374,761            3,507,734         3,466,791                
================================================================================================================================

================================================================================================================================
SERVICES

        Comparable

43613      CAMERA SHOP, THE                  1,561    130,411      88,362     48%      694,339   12      571,855  12     21%    
- --------------------------------------------------------------------------------------------------------------------------------
43162      COST CUTTERS                      2,030     44,136      50,030    -12%      443,424   12      484,819  12     -9%    
- --------------------------------------------------------------------------------------------------------------------------------
43456      HAIRCUTTERY                       1,056     41,295      40,792      1%      417,501   12      407,458  12      2%    
- --------------------------------------------------------------------------------------------------------------------------------
43357      NAILERY V, THE                      501     21,408      29,831    -28%      223,362   12      289,142  12    -23%    
- --------------------------------------------------------------------------------------------------------------------------------
43831      RITZ CAMERA ONE HOUR PHOTO        1,437    124,410     121,040      3%      661,002   12      759,746  12    -13%    
- --------------------------------------------------------------------------------------------------------------------------------
43139      SUNGLASS HUT EXPRESS                546     15,334      15,862     -3%      163,297   12      157,845  12      3%    
- --------------------------------------------------------------------------------------------------------------------------------
43874      UNITED CHECK CASHING                355     19,175      15,930     20%      158,587   12      139,744  12     13%    
- --------------------------------------------------------------------------------------------------------------------------------
43807      WEST COAST OPTICAL                1,308     36,124      45,693    -21%      464,411   12      496,911  12     -7%    
- --------------------------------------------------------------------------------------------------------------------------------
Total      Comparable                        8,794    432,293     407,540      6%    3,225,923         3,307,519         -2%    
================================================================================================================================


<CAPTION>
====================================================================================================================
                                                GROSS SALES / SQUARE FOOT                        
                                         ---------------------------------------------------------------------------
                                           Bkpt     1996       1995     VARIANCE               1996          1995
  SPACE     TENANT                                  PROJ       ACT/                %         PROJECTED    ANNUALIZED
                                                               PROJ              Factor       SALES          SALES
====================================================================================================================
<C>        <S>                             <C>       <C>       <C>        <C>     <C>         <C>           <C>    
Total      Comparable                                218       216         1%               4,334,276     4,296,485
====================================================================================================================

        NonComparable

43345      J RIGGING'S OUTLET              135        80                          1000        940,822
- --------------------------------------------------------------------------------------------------------------------
43211      TOMMY HILFIGER                  650     1,105                          0826      4,815,978
- --------------------------------------------------------------------------------------------------------------------
Total      NonComparable                             356                                    5,756,800
====================================================================================================================
Total      MENS READY-TO-WEAR                        280                                   10,091,076      4,296,485
====================================================================================================================

====================================================================================================================
RESTAURANT

        Comparable

43501      CHINA BUDDHA INN                228       115       122        -5%     1000        452,902       478,685
- --------------------------------------------------------------------------------------------------------------------
43700      ITALIAN BISTRO # 700            231       161       167        -4%     1000        870,925       906,493
- --------------------------------------------------------------------------------------------------------------------
43458      MARTINO'S ITALIAN EATERY        266       128       125         3%     1000        381,934       371,788
- --------------------------------------------------------------------------------------------------------------------
43661      RUBY TUESDAY                    430       375       356         5%     1000      1,801,972     1,709,825
- --------------------------------------------------------------------------------------------------------------------
Total      Comparable                                205       202         1%               3,507,733     3,466,791
====================================================================================================================
Total      RESTAURANT                                205                                    3,507,733     3,466,791
====================================================================================================================

====================================================================================================================
SERVICES

        Comparable

43613      CAMERA SHOP, THE                  0       445       366        21%     1000        694,339       571,855
- --------------------------------------------------------------------------------------------------------------------
43162      COST CUTTERS                    333       218       239         9%     1000        443,424       484,819
- --------------------------------------------------------------------------------------------------------------------
43456      HAIRCUTTERY                     540       395       386         2%     1000        417,501       407,458
- --------------------------------------------------------------------------------------------------------------------
43357      NAILERY V, THE                  578       446       577       -23%     1000        223,362       289,142
- --------------------------------------------------------------------------------------------------------------------
43831      RITZ CAMERA ONE HOUR PHOTO      924       460       529       -13%     1000        661,002       759,746
- --------------------------------------------------------------------------------------------------------------------
43139      SUNGLASS HUT EXPRESS            696       299       289         3%     1000        163,297       157,845
- --------------------------------------------------------------------------------------------------------------------
43874      UNITED CHECK CASHING          1,408       447       394        13%     1000        158,587       139,744
- --------------------------------------------------------------------------------------------------------------------
43807      WEST COAST OPTICAL              438       355       380         7%     1000        464,411       496,911
- --------------------------------------------------------------------------------------------------------------------
Total      Comparable                                367       376         2%               3,225,923     3,307,519
====================================================================================================================
</TABLE>


Franklin Mills    Run Date 1/31/97 5:47:05 PM Run By Karen                PAGE 7
<PAGE>

<TABLE>
<CAPTION>
===============================================================================================================================
                                                         CURRENT MONTH GROSS SALES           YEAR TO DATE GROSS SALES          
                                                        -----------------------------------------------------------------------
                                                                                           1996   #mo       1995  #mo          
  SPACE     TENANT                           SQUARE                                       TOTAL            TOTAL      Variance 
                                            FOOTAGE     12/96      12/95    Variance      SALES            SALES               
===============================================================================================================================
<C>        <S>                               <C>       <C>         <C>         <C>     <C>       <C>     <C>      <C>    <C>   
Total      SERVICES                          8,794    432,293     407,540            3,225,923         3,307,519               
===============================================================================================================================

===============================================================================================================================
SHOES

        Comparable

43215      9 WEST & CO OUTLET                3,104    150,156     140,891      7%    1,484,665   12    1,634,407  12     -9%   
- -------------------------------------------------------------------------------------------------------------------------------
43309      BALLY OF SWITZERLAND              5,450    153,742     174,314    -12%    1,845,846   12    2,204,227  12    -16%   
- -------------------------------------------------------------------------------------------------------------------------------
43221      BANISTER SHOES                    8,837    139,759     128,734      9%    1,402,736   12    1,549,545  12     -9%   
- -------------------------------------------------------------------------------------------------------------------------------
43735      BOOT FACTORY                      1,615     70,215      79,525    -12%      475,514   12      426,632  12     11%   
- -------------------------------------------------------------------------------------------------------------------------------
43617      ENZO ANGIOLINI                    1,460     80,151      61,241     31%      761,952   12      687,491  12     11%   
- -------------------------------------------------------------------------------------------------------------------------------
43710      FAMOUS FOOTWEAR                  10,389    199,321     241,042    -17%    1,939,392   12    2,293,236  12    -15%   
- -------------------------------------------------------------------------------------------------------------------------------
43515      FLORSHEIM SHOE OUTLET             3,088     47,742      54,154    -12%      454,833   12      531,510  12    -14%   
- -------------------------------------------------------------------------------------------------------------------------------
43533      MARTY'S WAREHOUSE OUTLET          7,424     95,721     106,235    -10%      915,008   12    1,001,733  12     -9%   
- -------------------------------------------------------------------------------------------------------------------------------
43425      PARADE OF SHOES #113              2,971     87,099      99,146    -12%      775,081   12      960,031  12    -19%   
- -------------------------------------------------------------------------------------------------------------------------------
43507      PAYLESS SHOE SOURCE #3293         3,714     71,144      66,727      7%      705,043   12      730,779  12     -4%   
- -------------------------------------------------------------------------------------------------------------------------------
43411      PAYLESS SHOE SOURCE #3641         3,106    101,585      97,091      5%      930,319   12      866,168  12      7%   
- -------------------------------------------------------------------------------------------------------------------------------
43351      RACK ROOM                         5,409    164,192     179,411     -8%    1,401,638   12    1,284,778  12      9%   
- -------------------------------------------------------------------------------------------------------------------------------
Total      Comparable                       56,569  1,360,827   1,428,512     -5%   13,092,026        14,170,537         -8%   
===============================================================================================================================

        NonComparable

43145      AEROSOLES                         2,011     30,653                          123,789    4                0           
- -------------------------------------------------------------------------------------------------------------------------------
43321      ALDO FOR LESS                     2,636     80,957      68,641              622,476   12      177,347   3           
- -------------------------------------------------------------------------------------------------------------------------------
43802      BOSTONIAN SHOE OUTLET             3,056     81,955                          667,553   11                0           
- -------------------------------------------------------------------------------------------------------------------------------
Total      NonComparable                     7,703    193,565                        1,413,817                                 
===============================================================================================================================
Total      SHOES                            64,272  1,554,392   1,497,153           14,505,843        14,347,884               
===============================================================================================================================

===============================================================================================================================
SPECIALTY

        Comparable

43141      CLAIRE'S BOUTIQUE                   932     35,926      52,463    -32%      299,713   12      306,006  12     -2%   
- -------------------------------------------------------------------------------------------------------------------------------
43712      DELTA HOSIERY                       646     10,525      21,180    -50%        98,771  12      147,376  12    -33%   
- -------------------------------------------------------------------------------------------------------------------------------
43153      ELEGANCE                            817     34,539      42,980    -20%      300,101   12      345,036  12    -13%   
- -------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
=====================================================================================================================
                                                 GROSS SALES / SQUARE FOOT                        
                                          ---------------------------------------------------------------------------
                                            Bkpt     1996       1995     VARIANCE               1996          1995
  SPACE     TENANT                                   PROJ       ACT/                %         PROJECTED    ANNUALIZED
                                                                PROJ              Factor       SALES          SALES
=====================================================================================================================
<C>        <S>                              <C>       <C>       <C>        <C>     <C>         <C>           <C>    
Total      SERVICES                                   367                                    3,225,923     3,307,519
=====================================================================================================================

=====================================================================================================================
SHOES

        Comparable

43215      9 WEST & CO OUTLET               515       478       527        -9%     1000      1,484,665     1,634,407
- ---------------------------------------------------------------------------------------------------------------------
43309      BALLY OF SWITZERLAND             303       339       404       -16%     1000      1,845,846     2,204,227
- ---------------------------------------------------------------------------------------------------------------------
43221      BANISTER SHOES                   558       159       175        -9%     1000      1,402,736     1,549,545
- ---------------------------------------------------------------------------------------------------------------------
43735      BOOT FACTORY                     275       294       264        11%     1000        475,514       426,632
- ---------------------------------------------------------------------------------------------------------------------
43617      ENZO ANGIOLINI                   520       522       471        11%     1000        761,952       687,491
- ---------------------------------------------------------------------------------------------------------------------
43710      FAMOUS FOOTWEAR                  207       187       221       -15%     1000      1,939,392     2,293,236
- ---------------------------------------------------------------------------------------------------------------------
43515      FLORSHEIM SHOE OUTLET            458       147       172       -14%     1000        454,833       531,510
- ---------------------------------------------------------------------------------------------------------------------
43533      MARTY'S WAREHOUSE OUTLET         429       123       135        -9%     1000        915,008     1,001,733
- ---------------------------------------------------------------------------------------------------------------------
43425      PARADE OF SHOES #113             618       261       323       -19%     1000        775,081       960,031
- ---------------------------------------------------------------------------------------------------------------------
43507      PAYLESS SHOE SOURCE #3293        419       190       197        -4%     1000        705,043       730,779
- ---------------------------------------------------------------------------------------------------------------------
43411      PAYLESS SHOE SOURCE #3641        520       299       279         7%     1000        930,319       866,168
- ---------------------------------------------------------------------------------------------------------------------
43351      RACK ROOM                        349       259       238         9%     1000      1,401,638     1,284,778
- ---------------------------------------------------------------------------------------------------------------------
Total      Comparable                                 231       251        -8%              13,092,027    14,170,537
=====================================================================================================================

        NonComparable

43145      AEROSOLES                        360       161                          0382        324,215
- ---------------------------------------------------------------------------------------------------------------------
43321      ALDO FOR LESS                    440       236       228                1000        622,476       600,559
- ---------------------------------------------------------------------------------------------------------------------
43802      BOSTONIAN SHOE OUTLET            320       233                          0938        711,699
- ---------------------------------------------------------------------------------------------------------------------
Total      NonComparable                              215                                    1,658,390       600,559
=====================================================================================================================
Total      SHOES                                      229                                   14,750,417    14,771,096
=====================================================================================================================

=====================================================================================================================
SPECIALTY

        Comparable

43141      CLAIRE'S BOUTIQUE                514       322       328        -2%     1000        299,713       306,006
- ---------------------------------------------------------------------------------------------------------------------
43712      DELTA HOSIERY                    500       153       228       -33%     1000         98,771       147,376
- ---------------------------------------------------------------------------------------------------------------------
43153      ELEGANCE                       2,000       367       422        13%     1000        300,101       345,036
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>


Franklin Mills    Run Date 1/31/97 5:47:05 PM Run By Karen                PAGE 8
<PAGE>

<TABLE>
<CAPTION>
=============================================================================================================
                                                                                               YEAR TO DATE
                                                          CURRENT MONTH GROSS SALES            GROSS SALES
                                                      -----------------------------------  ------------------
                                                                                                 1996     #mo
                                         SQUARE                                                 TOTAL        
SPACE  TENANT                            FOOTAGE        12/96          12/95    VARIANCE        SALES        
=============================================================================================================
<S>    <C>                               <C>         <C>            <C>            <C>       <C>          <C>
43703  FLAG SHOP, THE                        958         23,621         24,612      -4%        169,001    12 
- -------------------------------------------------------------------------------------------------------------
43603  GEOFFREY BEENE                      5,882        152,395        172,717     -12%        905,028    12 
- -------------------------------------------------------------------------------------------------------------
43209  MAIDENFORM FACTORY OUTLET           3,217        117,274        124,192      -6%        940,411    12 
- -------------------------------------------------------------------------------------------------------------
43149  NAP OUTLET                          2,404         56,737         47,687      19%        260,435    12 
- -------------------------------------------------------------------------------------------------------------
43355  NEWSTAND OF FRANKLIN MILLS            460         36,480         35,945       1%        303,085    12 
- ---------------------------------------------------------------------------------------------- --------------
43809  PALACE ELECTRONICS                  1,475        164,410        187,284     -12%      1,346,721    12 
- -------------------------------------------------------------------------------------------------------------
43527  RADIO SHACK # 01-1816               3,438        145,400        163,080     -11%        714,525    12 
- -------------------------------------------------------------------------------------------------------------
43359  REMINGTON FACTORY OUTLET            1,232        111,799        108,971       3%        505,386    12 
- -------------------------------------------------------------------------------------------------------------
43415  SUNCOAST VIDEO                      3,605        172,851        172,329       0%        698,916    12 
- -------------------------------------------------------------------------------------------------------------
43803  WEARGUARD WORK WEAR #8058           3,685        135,889        223,958     -39%        710,952    12 
- -------------------------------------------------------------------------------------------------------------

 Total      Comparable                    28,751      1,197,847      1,377,396     -13%      7,253,046       

=============================================================================================================
   NonComparable

43511  A FORMAL CELEBRATION                4,091         23,089                                454,486    10 
- -------------------------------------------------------------------------------------------------------------
43429  DOLLAR MANIA                        5,207        156,772                                347,136     4 
- -------------------------------------------------------------------------------------------------------------
43138  LET'S TALK CELLLULAR                  915         41,237                                 52,923     3 
- -------------------------------------------------------------------------------------------------------------
43407  LIDS FOR LESS                         550         27,966                                219,890     8 
- -------------------------------------------------------------------------------------------------------------

 Total  NonComparable                     10,763        249,085                              1,074,435
- -------------------------------------------------------------------------------------------------------------
     Total SPECIALTY                      39,514      1,446,932      1,377,398               8,327,481       
=============================================================================================================



=============================================================================================================

TOY & HOBBY

       Comparable

43117  ELECTRONICS BOUTIQUE                1,000        211,385        172,649      22%        736,829    12 
- -------------------------------------------------------------------------------------------------------------
43453  GAMES N GADGETS                     1,107        200,085        181,500      10%        674,002    12 
- -------------------------------------------------------------------------------------------------------------
43437  TOY WORKS                          13,040      1,040,189      1,119,319      -7%      3,242,195    12 
- -------------------------------------------------------------------------------------------------------------
  Total     Comparable                    15,147      1,451,659      1,473,468      -1%      4,653,025       
- -------------------------------------------------------------------------------------------------------------
    NonComparable

43657  BABBAGES                            2,261        147,991        127,313                 438,817    12 
- -------------------------------------------------------------------------------------------------------------

Total NonComparable                        2,261        147,991                                438,817
- -------------------------------------------------------------------------------------------------------------


<CAPTION>

===============================================================================================================
                                           YEAR TO DATE GROSS SALES            GROSS SALES / SQUARE FOOT
                                       -------------------------------  -------------------------------------  
                                             1995     #mo               Bkpt    1996       1995                
                                            TOTAL                               PROJ       ACT/                
SPACE  TENANT                               SALES             VARIANCE                     PROJ      VARIANCE  
===============================================================================================================
<S>    <C>                               <C>          <C>        <C>   <C>     <C>         <C>          <C>    
43703  FLAG SHOP, THE                      192,416    12         -12%    350     176         201         -12%  
- ---------------------------------------------------------------------------------------------------------------
43603  GEOFFREY BEENE                    1,099,555    12         -18%    292     154         187         -18%  
- ---------------------------------------------------------------------------------------------------------------
43209  MAIDENFORM FACTORY OUTLET         1,062,294    12         -11%    286     292         330         -11%  
- ---------------------------------------------------------------------------------------------------------------
43149  NAP OUTLET                          327,236    12         -20%      0     108         136         -20%  
- ---------------------------------------------------------------------------------------------------------------
43355  NEWSTAND OF FRANKLIN MILLS          303,215    12           0%  1,304     659         659           0%  
- ---------------------------------------------------------------------------------------------------------------
43809  PALACE ELECTRONICS                1,448,527    12          -7%  1,267     913         982          -7%  
- ---------------------------------------------------------------------------------------------------------------
43527  RADIO SHACK # 01-1816               839,592    12         -15%    485     208         244          -15% 
- ---------------------------------------------------------------------------------------------------------------
43359  REMINGTON FACTORY OUTLET            576,636    12         -12%    561     410         468          -12  
- ---------------------------------------------------------------------------------------------------------------
43415  SUNCOAST VIDEO                      714,034    12          -2%      0     194         198           -2% 
- ---------------------------------------------------------------------------------------------------------------
43803  WEARGUARD WORK WEAR #8058           725,431    12          -2%    333     193         197           -2  
- ---------------------------------------------------------------------------------------------------------------
                                                           
 Total      Comparable                  8,087,356                -10%            252         281          -10% 
                                                           
===============================================================================================================
   NonComparable                                           
                                                           
43511  A FORMAL CELEBRATION                            0                 440     125           0               
- ---------------------------------------------------------------------------------------------------------------
43429  DOLLAR MANIA                                    0                   0     152                           
- ---------------------------------------------------------------------------------------------------------------
43138  LET'S TALK CELLLULAR                            0                   0     120                           
- ---------------------------------------------------------------------------------------------------------------
43407  LIDS FOR LESS                                   0               1,273     538                           
- ---------------------------------------------------------------------------------------------------------------
                                                           
 Total  NonComparable                                                            159                           
- ---------------------------------------------------------------------------------------------------------------
     Total SPECIALTY                    8,087,356                                227                           
===============================================================================================================
                                                           
                                                           
                                                           
===============================================================================================================
                                                           
TOY & HOBBY                                                
                                                           
       Comparable                                          
                                                           
43117  ELECTRONICS BOUTIQUE               678,938     12           9%    583    737         679           9% 
- ---------------------------------------------------------------------------------------------------------------
43453  GAMES N GADGETS                    604,018     12          12%    417    609         546          12% 
- ---------------------------------------------------------------------------------------------------------------
43437  TOY WORKS                        3,168,510     12           2%    502    249         243           2% 
- ---------------------------------------------------------------------------------------------------------------
  Total     Comparable                  4,451,466                  5%           307         294           5% 
- ---------------------------------------------------------------------------------------------------------------
    NonComparable                                          
                                                           
43657  BABBAGES                           453,519     11                 560    194         207              
- ---------------------------------------------------------------------------------------------------------------
                                                           
Total NonComparable                                                             194                          
- ---------------------------------------------------------------------------------------------------------------

<CAPTION>

============================================================================= 
                                                                              
                                       -------------------------------------- 
                                                     1996             1995    
                                           %       PROJECTED       ANNUALIZED 
SPACE  TENANT                            Factor      SALES           SALES    
============================================================================= 
<S>    <C>                               <C>        <C>            <C>        
43703  FLAG SHOP, THE                     1.000       169,001         192,416 
- ----------------------------------------------------------------------------- 
43603  GEOFFREY BEENE                     1.000       905,028       1,099,555 
- ----------------------------------------------------------------------------- 
43209  MAIDENFORM FACTORY OUTLET          1.000       940.411       1,062.294 
- ----------------------------------------------------------------------------- 
43149  NAP OUTLET                         1.000       260,435        327,236  
- ----------------------------------------------------------------------------  
43355  NEWSTAND OF FRANKLIN MILLS         1.000       303,805         303,215 
- ----------------------------------------------------------------------------  
43809  PALACE ELECTRONICS                 1.000     1,346,721       1,448,527 
- ----------------------------------------------------------------------------- 
43527  RADIO SHACK # 01-1816              1.000       714,525         839,592 
- ----------------------------------------------------------------------------- 
43359  REMINGTON FACTORY OUTLET           1.000       505,386         576,636 
- ----------------------------------------------------------------------------- 
43415  SUNCOAST VIDEO                     1.000       698,916        714,034  
- ----------------------------------------------------------------------------- 
43803  WEARGUARD WORK WEAR #8058          1.000       710,952         725,431 
- ----------------------------------------------------------------------------- 
                                                                              
 Total      Comparable                              7,253,045      8,087,356  
                                                                              
============================================================================= 
   NonComparable                                                              
                                                                              
43511  A FORMAL CELEBRATION               0.889       511,348          0      
- ----------------------------------------------------------------------------- 
43429  DOLLAR MANIA                       0.440       789,843                 
- ----------------------------------------------------------------------------- 
43138  LET'S TALK CELLLULAR               0.000 P     110,000                 
- ----------------------------------------------------------------------------- 
43407  LIDS FOR LESS                      0.743       296,096                 
- ----------------------------------------------------------------------------- 
                                                                              
 Total  NonComparable                               1,707,287          0      
- ----------------------------------------------------------------------------- 
     Total SPECIALTY                                8,960,332      8,087,356  
============================================================================= 
                                                                              
                                                                              
                                                                              
============================================================================= 
                                                                              
TOY & HOBBY                                                                   
                                                                              
       Comparable                                                             
                                                                              
43117  ELECTRONICS BOUTIQUE               1.000       736,829       678,938   
- ----------------------------------------------------------------------------- 
43453  GAMES N GADGETS                    1.000       674,002       604,018   
- ----------------------------------------------------------------------------- 
43437  TOY WORKS                          1.000      3,242,195     3,168,510  
- ----------------------------------------------------------------------------- 
  Total     Comparable                               4,653,026     4,451,466  
- ----------------------------------------------------------------------------- 
    NonComparable                                                             
                                                                              
43657  BABBAGES                           1.000        438,817       468,511  
- ----------------------------------------------------------------------------- 
                                                                              
Total NonComparable                                    438,817       468,511  
- ----------------------------------------------------------------------------- 
                                                                              

</TABLE>

                                                                          PAGE 9
<PAGE>

<TABLE>
<CAPTION>
=================================================================================================================
                                                                                                YEAR TO DATE
                                                          CURRENT MONTH GROSS SALES             GROSS SALES
                                                      -----------------------------------  ----------------------
                                                                                                 1996     #mo    
                                         SQUARE                                                 TOTAL            
SPACE  TENANT                            FOOTAGE        12/96          12/95    VARIANCE        SALES            
=================================================================================================================
<S>     <C>                              <C>           <C>             <C>         <C>         <C>         <C>   
Total   TOY & HOBBY                      17,408       1,599,650      1,600,781               5,091,842           
=================================================================================================================


=================================================================================================================
UNISEX

        Comparable
43217   AMERICAN EAGLE OUTFITTERS         4,582         168,664        112,357     50%         813,907     12    
- -----------------------------------------------------------------------------------------------------------------
43214   BENETTON OUTLET                   2,899          58,130         73,788     21%         776,370     12    
- -----------------------------------------------------------------------------------------------------------------
43207   EDDIE BAUER                       6,206         535,784        471,146     14%       2,556,001     12    
- -----------------------------------------------------------------------------------------------------------------
43307   GUESS? #105                       7,289         267,830        243,565     10%       2,337,835     12    
- -----------------------------------------------------------------------------------------------------------------
43325   INJEANIUS                         2,122         133,297         97,689     36%         853,198     12    
- -----------------------------------------------------------------------------------------------------------------
43529   IZOD                              3,967         146,283        133,903      9%         785,618     12    
- -----------------------------------------------------------------------------------------------------------------
43427  JEAN OUTLET, THE                   3,042         208,811        193,683      8%       1,168,047     12    
- -----------------------------------------------------------------------------------------------------------------
43539  JOCKEY OUTLET                      3,509         128,283        122,873      4%         831,749     12    
- -----------------------------------------------------------------------------------------------------------------
43801  SPECIALS EXCLUSIVELY LEVI         15,845         590,876        517,140     14%       4,515,821     12    
- -----------------------------------------------------------------------------------------------------------------
  Total     Comparable                   49,463       2,237,958      1,966,144     14%      14,638,545           
- -----------------------------------------------------------------------------------------------------------------
    NonComparable

43202  BOSTON TRADERS                     6,446         110,317                                420,522      7    
- -----------------------------------------------------------------------------------------------------------------
43219  BROOKS BROTHERS                    4,856         216,402                              1,088,412      7    
- -----------------------------------------------------------------------------------------------------------------
43235  BUGLE BOY OUTLET                   8,971         540,521        374,655               3,125,429     12    
- -----------------------------------------------------------------------------------------------------------------
43231  NAUTICA OUTLET                     6,110         722,275        583,051               3,569,192     12    
- -----------------------------------------------------------------------------------------------------------------

   Total NonComparable                   26,383       1,589,514                              8,203,585
- -----------------------------------------------------------------------------------------------------------------
   Total UNISEX                          75,846       3,827,472      2,923,850              22,842,130           
- -----------------------------------------------------------------------------------------------------------------





- -----------------------------------------------------------------------------------------------------------------
WOMENS READY TO WEAR

      Comparable

43417  $9.99 STOCKROOM                    3,893         164,829        157,260      5%       1,286,808     12    
- -----------------------------------------------------------------------------------------------------------------
43612  ANITA BELLE                        1,915          19,552         37,796    -48%         267,547     12    
- -----------------------------------------------------------------------------------------------------------------
43653  ANN TAYLOR CLEARANCE CTR           8,647         631,619        622,123      2%       6,081,849     12    
- -----------------------------------------------------------------------------------------------------------------
43327  CASUAL CORNER                      4,559          83,552         96,045    -13%         740,214     12    
- -----------------------------------------------------------------------------------------------------------------
43708  CONTEMPO CASUALS                   3,703          72,235         57,679     25%         526,874     12    
- -----------------------------------------------------------------------------------------------------------------

<CAPTION>

==========================================================================================================
                                       YEAR TO DATE GROSS SALES           GROSS SALES / SQUARE FOOT
                                     ----------------------------  -------------------------------------  
                                       1995     #mo                Bkpt    1996       1995                
                                      TOTAL                                PROJ       ACT/                
SPACE  TENANT                         SALES              VARIANCE                     PROJ      VARIANCE  
==========================================================================================================
<S>     <C>                             <C>       <C>     <C>      <C>     <C>      <C>            <C>    
Total   TOY & HOBBY                   4,904,985                             293                           
==========================================================================================================
                                                       
                                                       
==========================================================================================================
UNISEX                                                 
                                                       
        Comparable                                     
43217   AMERICAN EAGLE OUTFITTERS       728,881   12         12%    400     178      158            12%   
- ----------------------------------------------------------------------------------------------------------
43214   BENETTON OUTLET                 760,642   12          2%    341     268      262             2%   
- ----------------------------------------------------------------------------------------------------------
43207   EDDIE BAUER                   2,515,706   12          2%    387     412      405             2%   
- ----------------------------------------------------------------------------------------------------------
43307   GUESS? #105                   2,026,514   12         15%    421     321      278            15%  
- ----------------------------------------------------------------------------------------------------------
43325   INJEANIUS                       548,833   12         55%    395     402      259            55%  
- ----------------------------------------------------------------------------------------------------------
43529   IZOD                            901,786   12        -13%    495     198      227           -13%  
- ----------------------------------------------------------------------------------------------------------
43427  JEAN OUTLET, THE               1,156,966   12          1%    400     384      380             1%  
- ----------------------------------------------------------------------------------------------------------
43539  JOCKEY OUTLET                    786,333   12          6%    333     237      224             6%  
- ----------------------------------------------------------------------------------------------------------
43801  SPECIALS EXCLUSIVELY LEVI      4,466,978   12          1%    285     285      282             1%  
- ----------------------------------------------------------------------------------------------------------
  Total     Comparable               13,892,639               5%            296      281             5%  
- ----------------------------------------------------------------------------------------------------------
    NonComparable                                      
                                                       
43202  BOSTON TRADERS                              0               399       95                           
- ----------------------------------------------------------------------------------------------------------
43219  BROOKS BROTHERS                             0               567      325                           
- ----------------------------------------------------------------------------------------------------------
43235  BUGLE BOY OUTLET               1,667,647    6               490      348        0                 
- ----------------------------------------------------------------------------------------------------------
43231  NAUTICA OUTLET                   726,136    2               182      584      422                 
- ----------------------------------------------------------------------------------------------------------
                                                       
   Total NonComparable                                                      337                           
- ----------------------------------------------------------------------------------------------------------
   Total UNISEX                      16,286,421                             310                           
- ----------------------------------------------------------------------------------------------------------
                                                       
                                                       
                                                       
                                                       
                                                       
- ----------------------------------------------------------------------------------------------------------
WOMENS READY TO WEAR                                   
                                                       
      Comparable                                       
                                                       
43417  $9.99 STOCKROOM                1,061,375   12         21%   286      331      273            21%
- ----------------------------------------------------------------------------------------------------------
43612  ANITA BELLE                      320,608   12        -17%   350      140      167           -17%
- ----------------------------------------------------------------------------------------------------------
43653  ANN TAYLOR CLEARANCE CTR       7,657,534   12         21%     0      703      886            21% 
- ----------------------------------------------------------------------------------------------------------
43327  CASUAL CORNER                    848,655   12        -13%   300      162      186            13% 
- ----------------------------------------------------------------------------------------------------------
43708  CONTEMPO CASUALS                 368,350   12         43%   350      142       99            43% 
- ----------------------------------------------------------------------------------------------------------

<CAPTION>

===============================================================================   
                                                                                
                                    ----------------------------------------    
                                                  1996             1995         
                                        %       PROJECTED       ANNUALIZED      
SPACE  TENANT                         Factor      SALES           SALES         
===============================================================================   
<S>     <C>                            <C>          <C>             <C>         
Total   TOY & HOBBY                                5,091,843       4,919,977    
===============================================================================   
                                                                                
                                                                                
===============================================================================   
UNISEX                                                                          
                                                                                
        Comparable                                                              
43217   AMERICAN EAGLE OUTFITTERS       1.000        813,907         728,881    
- -------------------------------------------------------------------------------      
43214   BENETTON OUTLET                 1.000        776,370         760,642    
- -------------------------------------------------------------------------------      
43207   EDDIE BAUER                     1.000       2,556,001      2,515,706    
- -------------------------------------------------------------------------------     
43307   GUESS? #105                     1.000       2,337,835      2,026,514    
- -------------------------------------------------------------------------------      
43325   INJEANIUS                       1.000          853,198       548,833    
- -------------------------------------------------------------------------------      
43529   IZOD                            1.000         785,618        901,786    
- -------------------------------------------------------------------------------      
43427  JEAN OUTLET, THE                 1.000        1,168,047     1,156,966    
- -------------------------------------------------------------------------------      
43539  JOCKEY OUTLET                    1.000          831,749       786,333    
- -------------------------------------------------------------------------------      
43801  SPECIALS EXCLUSIVELY LEVI        1.000        4,515,821     4,466,978    
- -------------------------------------------------------------------------------      
  Total     Comparable                              14,638,546    13,892,639    
- -------------------------------------------------------------------------------      
    NonComparable                                                               
                                                                                
43202  BOSTON TRADERS                   0.689         610,168                   
- -------------------------------------------------------------------------------      
43219  BROOKS BROTHERS                  0.689        1,579,148                  
- -------------------------------------------------------------------------------      
43235  BUGLE BOY OUTLET                 1.000        3,135,429           0      
- -------------------------------------------------------------------------------      
43231  NAUTICA OUTLET                   1.000        3,569,192     2,576,436    
- -------------------------------------------------------------------------------      
                                                                                
   Total NonComparable                               8,883,937     2,576,436    
- -------------------------------------------------------------------------------      
   Total UNISEX                                      23,522,483   16,469,075    
- -------------------------------------------------------------------------------      
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
- --------------------------------------------------------------------------      
WOMENS READY TO WEAR                                                            
                                                                                
      Comparable                                                                
                                                                                
43417  $9.99 STOCKROOM                   1.000        1,286,808    1,061,375    
- ------------------------------------------------------------------------------- 
43612  ANITA BELLE                       1.000         267,547      320,608     
- ------------------------------------------------------------------------------- 
43653  ANN TAYLOR CLEARANCE CTR         1.000        6,081,849     7,657,534    
- ------------------------------------------------------------------------------- 
43327  CASUAL CORNER                    1.000          740,214       848,655    
- ------------------------------------------------------------------------------- 
43708  CONTEMPO CASUALS                 1.000          526.874       368,350    
- ------------------------------------------------------------------------------- 

</TABLE>

                                                                         PAGE 10
<PAGE>

<TABLE>
<CAPTION>
===============================================================================================================
                                                                                               YEAR TO DATE
                                                          CURRENT MONTH GROSS SALES             GROSS SALES
                                                      -----------------------------------  --------------------
                                                                                                 1996     #mo  
                                         SQUARE                                                 TOTAL          
SPACE  TENANT                            FOOTAGE        12/96          12/95    VARIANCE        SALES          
===============================================================================================================
<S>    <C>                               <C>         <C>            <C>            <C>       <C>          <C>  
43727  DRESS BARN OUTLET #445             5,562         138,325        119,720       16%        950,273    12  
- ---------------------------------------------------------------------------------------------------------------
43513  DRESS BARN WOMAN #888              4,940          95,587         73,377       30%        790,941    12  
- ---------------------------------------------------------------------------------------------------------------
43227  FIRST CHOICE                       3,703         146,959        127,600       15%      1,263,740    12  
- ---------------------------------------------------------------------------------------------------------------
43225  HE-RO GROUP                        4,514          41,714         56,493      -26%        634,214    12  
- ---------------------------------------------------------------------------------------------------------------
43416  NO NAME STORES                     3,300         138,179        178,317      -23%        916,358    12  
- ---------------------------------------------------------------------------------------------------------------
43349  PAUL HARRIS                        6,284         194,007        157,619       23%      1,113,639    12  
- ---------------------------------------------------------------------------------------------------------------
43503  PS/PLUS SIZE/ PLUS SAVINGS         4,995          62,980         65,332       -4%        660,370    12  
- ---------------------------------------------------------------------------------------------------------------
43619  ST JOHN OUTLET                     1,396         121,816         96,835       26%      1,196,190    12  
- ---------------------------------------------------------------------------------------------------------------
  Total     Comparable                   57,411       1,911,353      1,846,195        4%     16,429,016        
===============================================================================================================

NonComparable

43155  CAPACITY                           2,129          40,100         77,028                  335,291    12  
- ---------------------------------------------------------------------------------------------------------------
43233  GROUP USA                          5,003          96,432         58,801                  963,671    12  
- ---------------------------------------------------------------------------------------------------------------
43147  KASPER                             2,522          82,196         93,305                  921,294    12  
- ---------------------------------------------------------------------------------------------------------------
43656  MATERNITY WORKS                    1,466          37,404                                 114,429     3  
- ---------------------------------------------------------------------------------------------------------------

   Total NonComparable                   11,120         256,132                               2,334,685
===============================================================================================================
Total  WOMENS READY TO WEAR              68,531       2,167,485      2,075,329               18,763,701        
===============================================================================================================




   Total RETAIL Comparable Reporting    365,807      14,772,602     14,633,580        1%     97,699,228        
   Total RETAIL Reporting               488,421      20,022,003     16,414,644              123,253,870        
===============================================================================================================
ENTERTAINMENT

       Comparable

43401  TIME OUT #11813                    3,288          30,960         30,143        3%        294,786    12  
- ---------------------------------------------------------------------------------------------------------------
    Total  Comparable                     3,288          30,960         30,143        3%        294,786    12  
- ---------------------------------------------------------------------------------------------------------------
  Total  Entertainment                    3,288          30,960         30,143                  294,786    12  
===============================================================================================================




================================================================================================================
MAJORS

            Comparable

43001341  BED 'N BATH                    40,232         768,025        725,112        6%      6,397,232    12   
- ----------------------------------------------------------------------------------------------------------------
43001319  FILENE'S BASEMENT              32,637         958,018        971,959       -1%      6,179,563    12   
- ----------------------------------------------------------------------------------------------------------------
43001123  LAST CALL FROM NEIMAN MARCUS   34.918         698,780        664,112        5%      7,220,238    12   
- ----------------------------------------------------------------------------------------------------------------

<CAPTION>

======================================================================================================
                                      YEAR TO DATE GROSS SALES          GROSS SALES / SQUARE FOOT     
                                      -------------------------  -------------------------------------
                                        1995     #mo             Bkpt    1996       1995              
                                       TOTAL                             PROJ       ACT/              
PACE  TENANT                           SALES           VARIANCE                     PROJ      VARIANCE
======================================================================================================
<S>   <C>                             <C>          <C>  <C>   <C>     <C>       <C>             <C>   
43727  DRESS BARN OUTLET #445             908,085   12    5%    310     171       163              5% 
- ------------------------------------------------------------------------------------------------------
43513  DRESS BARN WOMAN #888              722,322   12    9%    285     160       146              9% 
- ------------------------------------------------------------------------------------------------------
43227  FIRST CHOICE                     1,435,357   12   -12%      0     341       388           -12% 
- ------------------------------------------------------------------------------------------------------
43225  HE-RO GROUP                        789,409   12   -20%    150     140       175           -20% 
- ------------------------------------------------------------------------------------------------------
43416  NO NAME STORES                   1,028,500   12   -11%    501     278       312           -11% 
- ------------------------------------------------------------------------------------------------------
43349  PAUL HARRIS                      1,075,116   12     4%      0     177       171             4% 
- ------------------------------------------------------------------------------------------------------
43503  PS/PLUS SIZE/ PLUS SAVINGS         739,848   12   -11%    308     132       148           -11% 
- ------------------------------------------------------------------------------------------------------
43619  ST JOHN OUTLET                     974,592   12    23%    500     857       698            23% 
- ------------------------------------------------------------------------------------------------------
  Total     Comparable                 17,929,749         -8%            286       312            -8% 
======================================================================================================
                                                                                                      
NonComparable                                                                                         
                                                                                                      
43155  CAPACITY                           281,111    5             0      157      273                
- ------------------------------------------------------------------------------------------------------
43233  GROUP USA                          299,988    5             0      193      124                
- ------------------------------------------------------------------------------------------------------
43147  KASPER                             166,070    2             0      365      179                
- ------------------------------------------------------------------------------------------------------
43656  MATERNITY WORKS                               0           450      274                         
- ------------------------------------------------------------------------------------------------------
                                                                                                      
   Total NonComparable                                                   236                          
======================================================================================================
Total  WOMENS READY TO WEAR            18,676,917                        278                          
======================================================================================================
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      
   Total RETAIL Comparable Reporting   99,777,158         -2%             267      273            -2% 
   Total RETAIL Reporting             105,053,948                        264                          
======================================================================================================
ENTERTAINMENT                                                                                         
                                                                                                      
       Comparable                                                                                     
                                                                                                      
43401  TIME OUT #11813                    292,423    12    1%     90       90       89             1% 
- ------------------------------------------------------------------------------------------------------
    Total  Comparable                     292,423          1%              90       89             1% 
- ------------------------------------------------------------------------------------------------------
  Total  Entertainment                    292,423                          90
======================================================================================================
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      
======================================================================================================
MAJORS                                                                                                
                                                                                                      
           Comparable                                                                                 
                                                                                                      
43001341  BED 'N BATH                   6,397,309   12      4%     249       153    159            4% 
- ------------------------------------------------------------------------------------------------------
43001319  FILENE'S BASEMENT             6,172,082   12      0%     364       189    189            0% 
- ------------------------------------------------------------------------------------------------------
43001123  LAST CALL FROM NEIMAN MARCUS  7,144,573   12      1%     601       207    205            1% 
- ------------------------------------------------------------------------------------------------------

<CAPTION>

================================================================================
                                                                                
                                        ----------------------------------------
                                                      1996             1995     
                                            %       PROJECTED       ANNUALIZED  
PACE  TENANT                              Factor      SALES           SALES     
================================================================================
<S>   <C>                                <C>        <C>              <C>        
43727  DRESS BARN OUTLET #445              1.000      950,273            908,085
- --------------------------------------------------------------------------------
43513  DRESS BARN WOMAN #888               1.000      790,941            722,322
- --------------------------------------------------------------------------------
43227  FIRST CHOICE                         1.000    1,263,740         1,435,357
- --------------------------------------------------------------------------------
43225  HE-RO GROUP                          1.000      634,214           789,409
- --------------------------------------------------------------------------------
43416  NO NAME STORES                       1.000      916,358         1,028,500
- --------------------------------------------------------------------------------
43349  PAUL HARRIS                          1.000    1,113,639         1,075,116
- --------------------------------------------------------------------------------
43503  PS/PLUS SIZE/ PLUS SAVINGS           1.000      660,370           739,848
- --------------------------------------------------------------------------------
43619  ST JOHN OUTLET                       1.000    1,196,190           974,592
- ------------------------------------------------------------------------------- 
  Total     Comparable                              16,429,017        17,929,749
================================================================================
                                                                                
NonComparable                                                                   
                                                                                
43155  CAPACITY                             1.000       335,291          580,966
- --------------------------------------------------------------------------------
43233  GROUP USA                            1.000       963,671          619,978
- --------------------------------------------------------------------------------
43147  KASPER                               1.000       921,294          452,102
- --------------------------------------------------------------------------------
43656  MATERNITY WORKS                      0.285      402,013                  
- --------------------------------------------------------------------------------
                                                                                
   Total NonComparable                               2,622,269         1,653,046
================================================================================
Total  WOMENS READY TO WEAR                         19,051,286        19,582,795
================================================================================
                                                                                
                                                                                
                                                                                
   Total RETAIL Comparable Reporting                97,699,232        99,777,158
   Total RETAIL Reporting                          128,900,404       107,535,815
================================================================================
ENTERTAINMENT                                                                   
                                                                                
       Comparable                                                               
                                                                                
43401  TIME OUT #11813                     1.000      294,786            292,423
- --------------------------------------------------------------------------------
    Total  Comparable                      1.000      294,786            292,423
- --------------------------------------------------------------------------------
  Total  Entertainment                     1.000      294,786            292,423
================================================================================
                                                                                
                                                                                
================================================================================
MAJORS                                                                          
                                                                                
           Comparable                                                           
                                                                                
43001341  BED 'N BATH                      1.000     6,138,232         6,397,309
- --------------------------------------------------------------------------------
43001319  FILENE'S BASEMENT                1.000     6,179,563         6,172,082
- --------------------------------------------------------------------------------
43001123  LAST CALL FROM NEIMAN MARCUS     1.000     7,220,238         7,144,573
- --------------------------------------------------------------------------------
</TABLE>


                                                                         PAGE 11
<PAGE>

<TABLE>
<CAPTION>
==================================================================================================================
                                                                                                YEAR TO DATE 
                                                          CURRENT MONTH GROSS SALES             GROSS SALES
                                                      -----------------------------------  -----------------------
                                                                                                 1996     #mo     
                                         SQUARE                                                 TOTAL             
SPACE      TENANT                        FOOTAGE        12/96          12/95    VARIANCE        SALES             
==================================================================================================================
<S>        <C>                            <C>         <C>            <C>             <C>      <C>         <C>     
43001827   MODELLS SPORTING GOODS          30,608      1,131,567      1,152,261      -2%       6,577,557   12     
- ------------------------------------------------------------------------------------------------------------------
43001620   NORDSTROM, INC.                 42,241        972,817      1,006,877      -3%       8,535,261   12     
- ------------------------------------------------------------------------------------------------------------------
43000M     OFFICEMAX, INC.                 30,237        470,984        407,492      16%       3,579,590   12     
- ------------------------------------------------------------------------------------------------------------------
43001125   ORIGINAL I.GOLDBERG             23,254        258,043        292,021     -12%       1,604,881   12     
- ------------------------------------------------------------------------------------------------------------------
43001100   SYMS                            25,127        607,843        657,901      -8%       5,317,995   12     
- ------------------------------------------------------------------------------------------------------------------

  Total     Comparable                    259,254      5,866,077      5,877,735       0%      45,153,317          
==================================================================================================================
      NonComparable

43001624   SAKS FIFTH AVENUE OUTLET        46,406      2,403,178                               4,534,389    2     
- ------------------------------------------------------------------------------------------------------------------
43001629   T.J. MAXX                       26,900        542,796 E      521,200                4,375,213   12     
- ------------------------------------------------------------------------------------------------------------------

  Total  NonComparable                     73,306      2,945,974                               8,909,601
==================================================================================================================
Total MAJORS                              332,560      8,812,051      6,398,935               54,062,918           
==================================================================================================================




==================================================================================================================
ANCHORS

     Comparable

43000E     BURLINGTON                     128,950      2,808,000      2,428,129      16%      13,963,090   12     
- ------------------------------------------------------------------------------------------------------------------
43000F     MARSHALL,S                      70,701      1,606,371      1,311,100      23%       9,927,519   12     
- ------------------------------------------------------------------------------------------------------------------
43000B     SPIEGEL OUTLET STORE            60,115      1,291,345      1,189,400       9%       7,406,325   12     
- ------------------------------------------------------------------------------------------------------------------

  Total    Comparable                     259,766      5,705,715      4,928,629      16%      31,296,934          
==================================================================================================================
     NonComparable

43000D     J.C. PENNEY COMPANY, INC.      100,200      5,006,894 E    5,499,482 E             34,298,612   12     
- ------------------------------------------------------------------------------------------------------------------
43000C     PHAR-MOR (LS)                   75,592        880,999 E    1,224,631               11,685,180   12     
- ------------------------------------------------------------------------------------------------------------------
43000H     PORTS OF THE WORLD (BOSCOV'S)  152,370      2,444,775 E    2,442,238 E             16,517,428   12     
- ------------------------------------------------------------------------------------------------------------------

   Total NonComparable                    328,162      8,332,668                              62,501,220
==================================================================================================================
  Total ANCHORS                           587,928     14,038,383     14,094,980               93,798,154          
==================================================================================================================
  Total PROJECT Comp Reporting            888,115     26,375,354     25,470,087       4%     174,444,263          

  Total PROJECT Reporting               1,412,297     42,903,397     36,938,701              271,409,727          


<CAPTION>

=========================================================================================================
                                         YEAR TO DATE GROSS SALES        GROSS SALES / SQUARE FOOT
                                        -------------------------  ------------------------------------- -
                                         1995        #mo             Bkpt    1996       1995             
                                        TOTAL                                PROJ       ACT/             
SPACE      TENANT                       SALES              VARIANCE                     PROJ   VARIANCE  
=========================================================================================================
<S>        <C>                          <C>           <C>    <C>    <C>     <C>       <C>        <C>     
43001827   MODELLS SPORTING GOODS         6,300,575     1     4%     329     215       206        4%     
- ---------------------------------------------------------------------------------------------------------
43001620   NORDSTROM, INC.                7,917,961     1     8%     426     202       187        8%     
- ---------------------------------------------------------------------------------------------------------
43000M     OFFICEMAX, INC.                3,460,570     1     3%       0     118       114        3%     
- ---------------------------------------------------------------------------------------------------------
43001125   ORIGINAL I.GOLDBERG            1,826,829     1   -12%     299      69        79      -12%     
- ---------------------------------------------------------------------------------------------------------
43001100   SYMS                           5,312,805     1     0%     323     212       211        0%     
- ---------------------------------------------------------------------------------------------------------
                                                         
  Total     Comparable                   44,532,703           1%             174       172        1%     
=========================================================================================================
      NonComparable                                      
                                                         
43001624   SAKS FIFTH AVENUE OUTLET                                  185     427         0               
- ---------------------------------------------------------------------------------------------------------
43001629   T.J. MAXX                      4,262,336     1            316     165       158               
- ---------------------------------------------------------------------------------------------------------
                                                         
  Total  NonComparable                                                       331                         
=========================================================================================================
Total MAJORS                             48,795,039                          209                         
=========================================================================================================
                                                         
                                                         
                                                         
                                                         
=========================================================================================================
ANCHORS                                                  
                                                         
     Comparable                                          
                                                         
43000E     BURLINGTON                    13,762,379    12     1%     209     108       107        1%      
- ---------------------------------------------------------------------------------------------------------
43000F     MARSHALL,S                     8,821,062    12    13%     311     140       125       13%      
- ---------------------------------------------------------------------------------------------------------
43000B     SPIEGEL OUTLET STORE           9,636,276    12   -23%     333     123       160      -23%      
- ---------------------------------------------------------------------------------------------------------
                                                         
  Total    Comparable                    32,219,717           3%             120       124        3%
=========================================================================================================
     NonComparable                                       
                                                         
43000D     J.C. PENNEY COMPANY, INC.     35,440,824     5            325     341       354                 
- ---------------------------------------------------------------------------------------------------------
43000C     PHAR-MOR (LS)                 11,671,072    12              0     168       154                 
- ---------------------------------------------------------------------------------------------------------
43000H     PORTS OF THE WORLD (BOSCOV'S) 16,486,626     4            164     110       108                 
- ---------------------------------------------------------------------------------------------------------
                                                         
   Total NonComparable                                                       194                          
=========================================================================================================
  Total ANCHORS                          95,818,239                          161                          
=========================================================================================================
  Total PROJECT Comp Reporting          176,822,001          -1%             196       199        1%      
                                                         
  Total PROJECT Reporting               249,959,649                          208                          

<CAPTION>

====================================================================================
                                                                                    
                                         -------------------------------------------
                                                         1996             1995      
                                               %       PROJECTED       ANNUALIZED   
SPACE      TENANT                           Factor      SALES           SALES       
====================================================================================
<S>        <C>                           <C>        <C>              <C>             
43001827   MODELLS SPORTING GOODS         1.000      6,577,557        6,300,575      
- ------------------------------------------------------------------------------------
43001620   NORDSTROM, INC.                1.000      8,535,261        7,917,961      
- ------------------------------------------------------------------------------------
43000M     OFFICEMAX, INC.                1.000      3,579,590        3,460,570      
- ------------------------------------------------------------------------------------
43001125   ORIGINAL I.GOLDBERG            1.000      1,604,881        1,826,829      
- ------------------------------------------------------------------------------------
43001100   SYMS                           1.000      5,317,995        5,312,805     
- ------------------------------------------------------------------------------------
                                                                                    
  Total     Comparable                              45,153,317       44,532,703     
====================================================================================
      NonComparable                                                                 
                                                                                    
43001624   SAKS FIFTH AVENUE OUTLET       0.229     19,806,880                0     
- ------------------------------------------------------------------------------------
43001629   T.J. MAXX                      0.123 PE   4,425,568        4,262,336    
- ------------------------------------------------------------------------------------
                                                                                    
  Total  NonComparable                              24,232,448        4,262,336    
====================================================================================
Total MAJORS                                        69,385,765       48,798,039    
====================================================================================
                                                                                    
                                                                                    
                                                                                    
                                                                                    
====================================================================================
ANCHORS                                                                             
                                                                                    
     Comparable                                                                     
                                                                                    
43000E     BURLINGTON                   1.000       13,963,090       13,762,379     
- ------------------------------------------------------------------------------------
43000F     MARSHALL,S                   1.000        9,927,519        8,821,062     
- ------------------------------------------------------------------------------------
430008     SPIEGEL OUTLET STORE         1.000        7,406,325        9,636,276     
- ------------------------------------------------------------------------------------
                                                                                    
  Total    Comparable                               31,296,934       32,219,717
====================================================================================
     NonComparable                                                                  
                                                                                    
43000D     J.C. PENNEY COMPANY, INC.    0.146 PE    34,195,425        35,440,824    
- ------------------------------------------------------------------------------------
43000C     PHAR-MOR (LS)                0.000 P     12,271,468        11,671,072    
- ------------------------------------------------------------------------------------
43000H     PORTS OF THE WORLD (BOSCOV'S)0.146 PE    16,697,000        16,486,626    
- ------------------------------------------------------------------------------------
                                                                                    
   Total NonComparable                              63,613,893        63,598,522    
====================================================================================
  Total ANCHORS                                     94,910,827        95,818,239    
====================================================================================
  Total PROJECT Comp Reporting                     174,444,269       176,822,001    
                                                                                    
  Total PROJECT Reporting                          293,491,782       252,441,516    

</TABLE>

                                                                         PAGE 12
<PAGE>

<TABLE>
<CAPTION>
==================================================================================================================
                                                                                                 YEAR TO DATE
                                                           CURRENT MONTH GROSS SALES             GROSS SALES
                                                       -----------------------------------  ----------------------
                                                                                                 1996     #mo     
                                            SQUARE                                                TOTAL           
SPACE      TENANT                           FOOTAGE        12/96          12/95    VARIANCE       SALES           
==================================================================================================================
<S>        <C>                             <C>            <C>             <C>       <C>            <C>     <C>    
NONREPORTING

     NonComparable

43501A     ATM MACHINE                         160             0                                       0       0  
- ------------------------------------------------------------------------------------------------------------------
43159      EQUIFAX QUICK TEST OPINION CEN    2,370             0                                       0       0  
- ------------------------------------------------------------------------------------------------------------------
43455      H&R BLOCK                         1,281             0                                       0       0  
- ------------------------------------------------------------------------------------------------------------------
43403      MELLON INDEPENDENCE CENTER        1,195             0                                       0       0  
- ------------------------------------------------------------------------------------------------------------------
43000M1    SAM'S WHOLESALE CLUB (LS)       133,010             0                                       0       0  
- ------------------------------------------------------------------------------------------------------------------
43000G     SEARS                           101,805             0                                       0       0  
- ------------------------------------------------------------------------------------------------------------------
43160      U.S. POSTAL SERVICE               1,690             0                                       0       0  
- ------------------------------------------------------------------------------------------------------------------

  Total     Comparable                     241,511
==================================================================================================================
 Total NONREPORTING                        241,511             0              0                        0          
==================================================================================================================




==================================================================================================================
 TEMPORARY

     NonComparable

43717       9 WEST CLEARANCE                 4,865        78,131                                 445,525
- ------------------------------------------------------------------------------------------------------------------
43446       AEROPOSTALE                      8,039       110,791                                 110,791
- ------------------------------------------------------------------------------------------------------------------
43457       AFFORDABLE AIRBRUSHING           1,478        10,658                                  20,913
- ------------------------------------------------------------------------------------------------------------------
43537       AUSSIE OUTLET                    3,017        49,346                                  86,206
- ------------------------------------------------------------------------------------------------------------------
43444       AUTUMN HILL                      4,356        14,111                                  27,489
- ------------------------------------------------------------------------------------------------------------------
43448       CALENDAR CLUB                    2,094        63,673                                 116,122
- ------------------------------------------------------------------------------------------------------------------
43521       CHRISTMAS MAGIC                  4,970        12,110                                  19,920
- ------------------------------------------------------------------------------------------------------------------
43531       CHRISTMAS MOUSE                  5,287        76,928                                 157,586
- ------------------------------------------------------------------------------------------------------------------
43124       CONFECTION CONNECTION            1,220        17,632                                  68,292
- ------------------------------------------------------------------------------------------------------------------
43409       ELEGANCE                         1,133        29,409                                  55,199
- ------------------------------------------------------------------------------------------------------------------
43502       EPISODE                          1,449        20,630                                  35,387
- ------------------------------------------------------------------------------------------------------------------
43431       FARAONE ORIENTAL RUG GALLERY     2,837        23,491                                 113,704
- ------------------------------------------------------------------------------------------------------------------
43140       GLAMOUR SHOTS                    1,468        30,793                                  78,337
- ------------------------------------------------------------------------------------------------------------------
43854       LOLLIOP BOUTIQUE                   650        16,694                                  58,193
- ------------------------------------------------------------------------------------------------------------------
43443       MAGIC MOMENTS                    1,294        29,555                                 102,374
- ------------------------------------------------------------------------------------------------------------------
43825       MAIDENFORM                      10,646        96,106                                 164,378
- ------------------------------------------------------------------------------------------------------------------
43607       MARINA                           3,353         7,644                                   7,644
- ------------------------------------------------------------------------------------------------------------------
43129       02 KOOL                          1,600         8,000                                  69,246
- ------------------------------------------------------------------------------------------------------------------
43523       OOH'S AND AAH'S                  3,399        47,991            43,177               174,474          
- ------------------------------------------------------------------------------------------------------------------
43121       PEEPERS OPTICAL                    954         8,628                                  47,159
- ------------------------------------------------------------------------------------------------------------------
43K902      POPCORN WORLD #K902                225        14,174            12,800               110,007          
- ------------------------------------------------------------------------------------------------------------------
43853       PORTRAITS PLUS                     584         13,036                                 63,335
- ------------------------------------------------------------------------------------------------------------------
43421       REMEMBERING YOU AT CHRISTMAS     5,041        69,872                                 143,892
- ------------------------------------------------------------------------------------------------------------------



<CAPTION>

===============================================================================================================
                                              YEAR TO DATEGROSS SALES           GROSS SALES / SQUARE FOOT
                                             --------------------------  ------------------------------------- 
                                              1995     #mo               Bkpt    1996       1995               
                                              TOTAL                             PROJ       ACT/                
SPACE      TENANT                             SALES             VARIANCE                   PROJ      VARIANCE  
===============================================================================================================
<S>        <C>                                <C>       <C>     <C>      <C>   <C>         <C>        <C>      
NON REPORTING                                                 
                                                              
     NonComparable                                            
                                                              
43501A     ATM MACHINE                                     0             0     0                               
- ---------------------------------------------------------------------------------------------------------------
43159      EQUIFAX QUICK TEST OPINION CEN                  0                   0           0                   
- ---------------------------------------------------------------------------------------------------------------
43455      H&R BLOCK                                       0             0                                     
- ---------------------------------------------------------------------------------------------------------------
43403      MELLON INDEPENDENCE CENTER                      0                   0           0                   
- ---------------------------------------------------------------------------------------------------------------
43000M1    SAM'S WHOLESALE CLUB (LS)                       0                   0           0                   
- ---------------------------------------------------------------------------------------------------------------
43000G     SEARS                                           0                   0           0                   
- ---------------------------------------------------------------------------------------------------------------
43160      U.S. POSTAL SERVICE                             0                   0           0                   
- ---------------------------------------------------------------------------------------------------------------
                                                              
  Total     Comparable                                                         0                               
===============================================================================================================
 Total NONREPORTING                                0                           0                               
===============================================================================================================
                                                              
                                                              
                                                              
                                                              
===============================================================================================================
 TEMPORARY                                                    
                                                              
     NonComparable                                            
                                                              
43717       9 WEST CLEARANCE                                  
- ---------------------------------------------------------------------------------------------------------------
43446       AEROPOSTALE                                       
- ---------------------------------------------------------------------------------------------------------------
43457       AFFORDABLE AIRBRUSHING                            
- ---------------------------------------------------------------------------------------------------------------
43537       AUSSIE OUTLET                                     
- ---------------------------------------------------------------------------------------------------------------
43444       AUTUMN HILL                                       
- ---------------------------------------------------------------------------------------------------------------
43448       CALENDAR CLUB                                     
- ---------------------------------------------------------------------------------------------------------------
43521       CHRISTMAS MAGIC                                   
- ---------------------------------------------------------------------------------------------------------------
43531       CHRISTMAS MOUSE                                   
- ---------------------------------------------------------------------------------------------------------------
43124       CONFECTION CONNECTION                             
- ---------------------------------------------------------------------------------------------------------------
43409       ELEGANCE                                          
- ---------------------------------------------------------------------------------------------------------------
43502       EPISODE                                           
- ---------------------------------------------------------------------------------------------------------------
43431       FARAONE ORIENTAL RUG GALLERY                      
- ---------------------------------------------------------------------------------------------------------------
43140       GLAMOUR SHOTS                                     
- ---------------------------------------------------------------------------------------------------------------
43854       LOLLIOP BOUTIQUE                                  
- ---------------------------------------------------------------------------------------------------------------
43443       MAGIC MOMENTS                                     
- ---------------------------------------------------------------------------------------------------------------
43825       MAIDENFORM                                        
- ---------------------------------------------------------------------------------------------------------------
43607       MARINA                                            
- ---------------------------------------------------------------------------------------------------------------
43129       02 KOOL                                           
- ---------------------------------------------------------------------------------------------------------------
43523       OOH'S AND AAH'S                   180,758         
- ---------------------------------------------------------------------------------------------------------------
43121       PEEPERS OPTICAL                                   
- ---------------------------------------------------------------------------------------------------------------
43K902      POPCORN WORLD #K902                35,100         
- ---------------------------------------------------------------------------------------------------------------
43853       PORTRAITS PLUS                                    
- ---------------------------------------------------------------------------------------------------------------
43421       REMEMBERING YOU AT CHRISTMAS                      
- ---------------------------------------------------------------------------------------------------------------

<CAPTION>

================================================================================== 
                                                                                   
                                             --------------------------------------
                                                           1996             1995   
                                                %       PROJECTED       ANNUALIZED 
SPACE      TENANT                             Factor      SALES           SALES    
================================================================================== 
<S>        <C>                                <C>        <C>              <C>      
NON REPORTING                                                                      
                                                                                   
     NonComparable                                                                 
                                                                                   
43501A     ATM MACHINE                        0.000          0                     
- ---------------------------------------------------------------------------------- 
43159      EQUIFAX QUICK TEST OPINION CEN     0.000          0                0    
- ---------------------------------------------------------------------------------- 
43455      H&R BLOCK                          0.000                                
- ---------------------------------------------------------------------------------- 
43403      MELLON INDEPENDENCE CENTER         0.000          0                0    
- ---------------------------------------------------------------------------------- 
43000M1    SAM'S WHOLESALE CLUB (LS)          0.000          0                0    
- ---------------------------------------------------------------------------------- 
43000G     SEARS                              0.090          0                0    
- ---------------------------------------------------------------------------------- 
43160      U.S. POSTAL SERVICE                0.000          0                0    
- ---------------------------------------------------------------------------------- 
                                                                                   
  Total     Comparable                                       0                0    
================================================================================== 
 Total NONREPORTING                                          0                0    
================================================================================== 
                                                                                   
                                                                                   
                                                                                   
                                                                                   
================================================================================== 
 TEMPORARY                                                                         
                                                                                   
     NonComparable                                                                 
                                                                                   
43717       9 WEST CLEARANCE                                                       
- ---------------------------------------------------------------------------------- 
43446       AEROPOSTALE                                                            
- ---------------------------------------------------------------------------------- 
43457       AFFORDABLE AIRBRUSHING                                                 
- ---------------------------------------------------------------------------------- 
43537       AUSSIE OUTLET                                                          
- ---------------------------------------------------------------------------------- 
43444       AUTUMN HILL                                                            
- ---------------------------------------------------------------------------------- 
43448       CALENDAR CLUB                                                          
- ---------------------------------------------------------------------------------- 
43521       CHRISTMAS MAGIC                                                        
- ---------------------------------------------------------------------------------- 
43531       CHRISTMAS MOUSE                                                        
- ---------------------------------------------------------------------------------- 
43124       CONFECTION CONNECTION                                                  
- ---------------------------------------------------------------------------------- 
43409       ELEGANCE                                                               
- ---------------------------------------------------------------------------------- 
43502       EPISODE                                                                
- ---------------------------------------------------------------------------------- 
43431       FARAONE ORIENTAL RUG GALLERY                                           
- ---------------------------------------------------------------------------------- 
43140       GLAMOUR SHOTS                                                          
- ---------------------------------------------------------------------------------- 
43854       LOLLIOP BOUTIQUE                                                       
- ---------------------------------------------------------------------------------- 
43443       MAGIC MOMENTS                                                          
- ---------------------------------------------------------------------------------- 
43825       MAIDENFORM                                                             
- ---------------------------------------------------------------------------------- 
43607       MARINA                                                                 
- ---------------------------------------------------------------------------------- 
43129       02 KOOL                                                                
- ---------------------------------------------------------------------------------- 
43523       OOH'S AND AAH'S                                                        
- ---------------------------------------------------------------------------------- 
43121       PEEPERS OPTICAL                                                        
- ---------------------------------------------------------------------------------- 
43K902      POPCORN WORLD #K902                                                    
- ---------------------------------------------------------------------------------- 
43853       PORTRAITS PLUS                                                         
- ---------------------------------------------------------------------------------- 
43421       REMEMBERING YOU AT CHRISTMAS                                           
- ---------------------------------------------------------------------------------- 

</TABLE>

                                                                         PAGE 13
<PAGE>

<TABLE>
<CAPTION>
=================================================================================================================
                                                                                                YEAR TO DATE
                                                          CURRENT MONTH GROSS SALES             GROSS SALES
                                                      -----------------------------------  ----------------------
                                                                                                 1996     #mo    
                                         SQUARE                                                 TOTAL            
SPACE  TENANT                            FOOTAGE        12/96          12/95    VARIANCE        SALES            
=================================================================================================================
<C>                                      <C>           <C>             <C>       <C>          <C>         <C>    
43841  SNO BIZ                             1,259         14,400                                  46,284
- -----------------------------------------------------------------------------------------------------------------
43449  SPENCER'S GIFT                      1,988         93,593                                 118,627
- -----------------------------------------------------------------------------------------------------------------
43451  WICKER DISCOUNT CENTERS - TEMP      3,000         34,310         33,699                  244,874          
- -----------------------------------------------------------------------------------------------------------------

     Total NonComparable                  76,206        991,707                               2,685,959
=================================================================================================================

   Total  TEMPORARY                       76,206        991,707         89,676                2,685,959          
=================================================================================================================


<CAPTION>

==========================================================================================================
                                        YEAR TO DATE GROSS SALES         GROSS SALES / SQUARE FOOT
                                       --------------------------  -------------------------------------  
                                         1995     #mo              Bkpt    1996       1995                
                                        TOTAL                              PROJ       ACT/                
SPACE  TENANT                           SALES              VARIANCE                     PROJ      VARIANCE
==========================================================================================================
<C>    <S>                               <C>      <C>       <C>   <C>     <C>         <C>          <C>    
43841  SNO BIZ                                          
- ----------------------------------------------------------------------------------------------------------
43449  SPENCER'S GIFT                                   
- ----------------------------------------------------------------------------------------------------------
43451  WICKER DISCOUNT CENTERS - TEMP    287,367        
- ----------------------------------------------------------------------------------------------------------
                                                        
     Total NonComparable                                
==========================================================================================================
                                                        
   Total  TEMPORARY                      503,225        
==========================================================================================================

<CAPTION>

================================================================================
                                                                                
                                       ---------------------------------------- 
                                                     1996             1995      
                                           %       PROJECTED       ANNUALIZED   
SPACE  TENANT                              Factor      SALES           SALES    
================================================================================
<C>    <S>                               <C>     <C>             <C>            
43841  SNO BIZ                                                                  
- ------------------------------------------------------------------------------- 
43449  SPENCER'S GIFT                                                           
- ------------------------------------------------------------------------------- 
43451  WICKER DISCOUNT CENTERS - TEMP                                           
- --------------------------------------------------------------------------------
                                                                                
     Total NonComparable                                                        
================================================================================
                                                                                
   Total  TEMPORARY                                                             
================================================================================
</TABLE>                    

                                                                         PAGE 14
<PAGE>

<TABLE>
<CAPTION>

==================================================================================================================
                                                          CURRENT MONTH GROSS SALES                  YEAR TO DATE 
                                                      -----------------------------------  -----------------------
                                                                                                 1996     #mo     
                                         SQUARE                                                 TOTAL             
SPACE  TENANT                            FOOTAGE        12/96          12/95    VARIANCE        SALES             
==================================================================================================================
<S>     <C>                                <C>           <C>            <C>        <C>           <C>       <C>    
Vacant Spaces

43112                                    2,717
- ------------------------------------------------
43445                                    5,062
- ------------------------------------------------
43517                                    5,238
- ------------------------------------------------
43701                                      633
- ------------------------------------------------
43719                                    4,622
- ------------------------------------------------
43737                                    1,730
- ------------------------------------------------
43821                                    3,910
- ------------------------------------------------
43839                                      765
- ------------------------------------------------
43F167                                     688
- ------------------------------------------------
43F169                                     651
- ------------------------------------------------
43F171                                     749
- ------------------------------------------------
43F173                                     628
- ------------------------------------------------
43F175                                     711
- ------------------------------------------------
43F177                                     553
- ------------------------------------------------
43F179                                     485
- ------------------------------------------------
43F180                                     518
- ------------------------------------------------
43F181                                     791
- ------------------------------------------------
43F879                                     490
- ------------------------------------------------
43F884                                     635
- ------------------------------------------------
43F887                                     626
- ------------------------------------------------

     Total Vacancies                    32,212

     TOTAL PROJECT GLA                         1,762,226


<CAPTION>

======================================================================================================
                                     YEAR TO DATE GROSS SALES         GROSS SALES / SQUARE FOOT
                                  -----------------------------  -------------------------------------
                                   1995     #mo                  Bkpt    1996       1995              
                                  TOTAL                                  PROJ       ACT/              
SPACE  TENANT                     SALES                VARIANCE                     PROJ      VARIANCE
======================================================================================================
<S>     <C>                         <C>       <C>        <C>      <C>    <C>          <C>       <C>   

<CAPTION>

=========================================================================== 
                                                                            
                                  ----------------------------------------- 
                                                1996             1995       
                                      %       PROJECTED       ANNUALIZED    
SPACE  TENANT                       Factor      SALES           SALES       
=========================================================================== 
<S>     <C>                           <C>        <C>           <C>          
                                                                            

</TABLE>

Sales Report Memos

Space          Tenant                Memo

430000       VACANT                  SP #S 201, 202, 203, & 206 COMBINED W/LOSS
                                     OF 12 SF.
43000G       SEARS                   Pursuant to Termination Agreement, Sears is
                                     liable for rental payments up to the
                                     releasing of the space.
43001639     OFF 5TH (SAKS)          SP#1624 & #1639 ARE COMBINED AS OF 8/1/96
                                     INTO SP #G; THEREFORE, SALES ARE ALSO
                                     COMBINED UNTIL TEN MOVES TO
                                     PERMANENT SP APPROX 11/96.
43124        CONFECTION CONNECTION   SF REMEASURED AS OF 10/1/96 WITH LOSS OF
                                     237 SF.
43235        BUGLE BOY OUTLET        downsized - space #233 was 14,039 sf, now
                                     5,003 - Bugle Boy in Space# 235 at 8971 sf
                                     in re measurement
43405        TREASURE CACHE          relocated & downsized 7/2/95.
43511        SBX                     Tenant vacated 1/2/96, 1/96 is a partial
                                     month; 1996 Projected Sales made to equal
                                     1995 actual sales.
43529        IZOD                    Name & merchandise change as of 10/21/95.
43802        WESTPORT WOMAN          Tenant vacated 1/2/96; 1/96 is a partial
                                     month;1996 Projected Sales made the same as
                                     1995 actual sales.
43F127       BAVARIAN PRETZEL        As of 11/96, #F127 lost 127 sf, in
                                     addition, sp#'sS639, K908, & K909 were
                                     eliminated for a total loss of 2,405 sf.
43F878       DADDY'S DELI            8/96 SALES REP 8 DAYS FORMER TEN & 23 DAYS
                                     NEW TEN.
43K908       BAVARIAN PRETZEL #908   Kiosk removed as of 11/96, tenant will be
                                     former for 12/96.
43k909       POPCORN WORLD #K909     Kiosk removed as of 11/96, tenant will be
                                     former for 12/96.

                                                                         PAGE 15
<PAGE>

[LOGO OF THE       S1-AS       ACTIVE TENANTS WITH
MILLS CORPORATION]             ADJUSTED SALES DATA

                              SALES REPORT ADDENDUM
                     This represents sales data for currently
                     active tenents whose sales for various
Project # 43         reasons are non comparable prior to a 
                     defined date.  Sales after the adjustment
                     date for these tenants are in the main body
                     of the report.
                     --------------------------------------
                                 Franklin Mills
                     Monthly Gross Sales Comparative Report
                     Detail by Category As Of December 1996
                     --------------------------------------

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                              CURRENT MONTH GROSS SALES    YEAR TO DATE GROSS SALES
                                              -------------------------    ------------------------
    SPACE     TENANT                  SQUARE                            1996       #mo    1995     #mo                       1995
                                      FOOTAGE      12/96     12/95       YTD               YTD           Close               TOTAL
                                                                        SALES             SALES           Date               SALES
===================================================================================================================================
<C>      <S>                          <C>                 <C>       <C>            <C><C>         <C>   <C>              <C>       
SPECIALTY                                                  

43511    A FORMAL CELEBRATION          4,091                 17,877     61,724      2    438,363   12    3/1/96   Tenant    438,363
                                                                                                                formerly in
Cat Total  SPECIALTY                   4,091                 17,877     61,724            61,724                 sp#43-448
===================================================================================================================================
- -----------------------------------------------------------------------------------------------------------------------------------
UNISEX                                                                                 

43235    BUGLE BOY OUTLET              8,971                                        0    970,254    6    7/1/95           2,637,901
                                                                                       
Cat Total  UNISEX                      8,971                                             970,254
===================================================================================================================================
- -----------------------------------------------------------------------------------------------------------------------------------
MAJORS                                                                                 
                                                                                       
43001624 SAKS FIFTH AVENUE OUTLET     46,406              1,384,609 12,921,331     10 14,536,713  12    11/1/96          14,536,713
                                                                                       
Cat Total  MAJORS                     46,406              1,384,609 12,921,331        14,536,713                         14,536,713
===================================================================================================================================
- -----------------------------------------------------------------------------------------------------------------------------------
TEMPORARY

43124    CONFECTION CONNECTION         1,220                 20,932    105,562      8     76,359    5    9/1/96              76,359
                                                                                       
Cat Total  TEMPORARY                   1,220                 20,932    105,562            76,359                             76,359
===================================================================================================================================
TOTAL ADJUSTED SALES                                      1,423,418 13,088,617        16,021,689
</TABLE>
<PAGE>

[LOGO OF THE                  SALES REPORT ADDENDUM
MILLS CORPORATION]                FORMER TENANT

                     --------------------------------------
                                 Franklin Mills
                     Monthly Gross Sales Comparative Report
                     Detail by Category As Of December 1996
                     --------------------------------------

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                              CURRENT MONTH GROSS SALES    YEAR TO DATE GROSS SALES
                                              -------------------------    ------------------------
    SPACE     TENANT                  SQUARE                            1996       #mo    1995     #mo                       1995
                                      FOOTAGE      12/96     12/95       YTD               YTD           Close               TOTAL
                                                                        SALES             SALES           Date               SALES
===================================================================================================================================
<C>      <S>                          <C>                 <C>       <C>            <C><C>         <C>   <C>              <C>       
ART & HOME FURNISHINGS                                     

43737    BOSTON MATTRESS FACTORY       1,730                      0    171,294      9          0    0   12/6/96
Cat Total  ART HOME FURNISHINGS        1,730                      0    171,294                 0
===================================================================================================================================
- -----------------------------------------------------------------------------------------------------------------------------------
ATHLETIC & SPORTING GOODS                                                              

43449    ATHLETE'S FOOT OUTLET         1,988                                        0    288,013    5   5/17/95             288,013
43852    FAN FEVER                     1,264                 23,950                 0    221,587   12  12/30/95             221,567
                                                                                       
Cat Total  ATHLETIC A SPORTING GOO     3,252                 23,950                      509,580                            509,580
===================================================================================================================================
- -----------------------------------------------------------------------------------------------------------------------------------
BOOKS, RECORDS & TAPES                                                                 
                                                                                       
43202    BOOKS ARE BACK                2,058                 69,072     38,707      3    390,715  12     3/4/96             390,715
                                                                                       
Cat Total  BOOKS, RECORDS & TAPES      2,058                 69,072     38,707           390,715                            390,715
===================================================================================================================================
- -----------------------------------------------------------------------------------------------------------------------------------
CARDS & GIFTS                                                                          

43429    EVERYTHING'S A DOLLAR #429    5,207                179,597    241,407      6    945,156   12    6/4/96             945,156
43405    TREASURE CACHE                  455                 17,438                 0     92,246   12   1/29/96              92,246
43431    VIRGINIA PEDDLAR              2,837                 65,394     91,347      5    336,181   12   6/15/96             336,181
43607    WELCOME HOME                  3,353                 77,728    167,726      9    372,521   12   9/22/96             372,521
                                                                                       
Cat Total  CARDS & GIFTS              11,852                340,156    500,482         1,746,104                          1,746,104
===================================================================================================================================
- -----------------------------------------------------------------------------------------------------------------------------------
CHILDRENS READY-TO-WEAR                                                                

43875    KIDSWEAR                     13,216                271,794                 0  1,826,463   12   1/15/96           1,826,463
43321    POLLY FLINDERS                2,636                                        0    232,326    9    9/9/95             232,326
                                                                                       
Cat Total  CHILDRENS READY-TO-WEAR    15,852                271,794                    2,058,788                          2,058,788
===================================================================================================================================
- -----------------------------------------------------------------------------------------------------------------------------------
FOOD COURT                                                                             

43F181   ALLEGRO PIZZA                   791                                        0     78,671    6   7/24/95              78,671
43F177   ARTHUR TREACHER'S FISH & CHIPS  553                                        0    113,931    6    6/4/95             113,931
43F887   CORN DOG ON A STICK             626                                        0      8,909    2    2/3/95               8,909
43F884   EVERYTHING YOGURT               635                                        0     56,532    4   5/31/95              56,532
43881    FLAMER'S CHARBURGER             694                 34,451     43,580      3    257,931   12   4/30/96             257,931
43F169   MANDARIN EXPRESS- TEMP          651                                        0    111,025    7    7/9/95             111,025
                                                                                       
Cat Total  FOOD COURT                  3,950                 34,451     43,580           627,000                            627,000
===================================================================================================================================
- -----------------------------------------------------------------------------------------------------------------------------------
FOOD SPECIALTY                                                                         

43F127   CINNFULLY DELICIOUS             637                                        0     74,233    4   6/25/95              74,233
43124    COFFEE BEANERY                1,487                                        0     78,173    6   6/18/95              78,173
43839    GLORIA JEAN'S GOURMET COFFEE    765                 44,427     47,401      5    205,774   12   7/l6/96             205,774
</TABLE>


                                                                          PAGE 1
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
                                              CURRENT MONTH GROSS SALES    YEAR TO DATE GROSS SALES
                                              -------------------------    ------------------------
    SPACE     TENANT                  SQUARE                            1996     #mo  1995    #mo                           1995
                                      FOOTAGE      12/96     12/95       YTD           YTD              Close               TOTAL
                                                                        SALES         SALES              Date               SALES
==================================================================================================================================
<C>      <S>                          <C>                  <C>        <C>         <C> <C>      <C>      <C>                <C>
43F138   GREAT AMERICAN COOKIE CO        915               16,282     48,003      6  109,981   12       6/30/96            109,981
43841    SWEET FACTORY                 1,259                                      0   71,174    8       8/26/95             71,174
                                                    
Cat Total  FOOD SPECIALTY              5,063               60,709     95,404         539,336                               539,336
==================================================================================================================================
- ----------------------------------------------------------------------------------------------------------------------------------
FURNITURE                                           
                                                    
  43521 AUTUMN HILL FURNITURE          4,970               40,814     82,606      4  201,218    9       4/30/95           201,218
                                                    
  Cat Total  FURNITURE                 4,970               40,814     82,606         201,218                               201,218
==================================================================================================================================
- ----------------------------------------------------------------------------------------------------------------------------------
HANDBAGS, LEATHER & LUGGAGE                         

43658    AMERICAN TOURISTER            1,466               58,072    308,560      8  472,590   12       8/26/96            472,590
                                                    
Cat Total  HANDBAGS, LEATHER a LUG     1,466               58,072    308,560         472,590                               472,590
==================================================================================================================================
- ----------------------------------------------------------------------------------------------------------------------------------
HEALTH & BEAUTY AIDS                                

43701    ROMANCE PERFUMES                633               47,162     66,889      7   94,378    4       7/14/96             94 378
                                                    
Cat Total  HEALTH & BEAUTY AIDS          633               47,162     66,889          94,378                                94,378
==================================================================================================================================
- ----------------------------------------------------------------------------------------------------------------------------------
JEWELRY                                             

43203    CHRISTIAN BERNARD OUTLET        902              141,495                 0  493,528   12       1/15/96            493,528
43643    DIAMONDS UNLIMITED            1,721                                      0  664,044    9       9/16/95            664,044
43208    EARRING WORLD                   587               19,896     11,234      2  150,810   12        3/4/96            150,810
43310    M I JEWELRY OUTLET            1,021                                      0   10,349    1       1/31/95             10,349
43835    WATCH FACTORY                 1,255               49,965                 0  268,959   12.     12/27/95            268,959
                                                    
Cat Total   JEWELRY                    5,486              211,356     11,234       1,587,690                             1,587,690
==================================================================================================================================
- ----------------------------------------------------------------------------------------------------------------------------------
KIOSK                                               

43K908   BAVARIAN PRETZEL                300               23,894    173,476     10  214,116   12      11/10/96            214,116
43K902   KERNELS WORLD #902              225                                      0   82,820    8       8/31/95             82,820
43K902   KERNELS WORLD #909              225                                      0   71,310    0       8/31/95             71,310

Cat Total  KIOSK                         750               23,894    173,476         368,246                               368,246
==================================================================================================================================
- ----------------------------------------------------------------------------------------------------------------------------------
MENS READY-TO-WEAR                                  
                                                    
43531    ALEXANDER JULIAN              5,287                                      0  143,727    3       4/22/95            143,727
43717    CHESS KING GARAGE #7943       4,865              142,079    139,865      3  848,558   12       3/21/96            848,558
43407    EXECUTIVE NECKWEAR              550               21,992                 0  109,484   12       1/15/96            109,484
43433    MERRY GO ROUND                4,094              118,789    120,229      3  818,237   12       3/24/96            818,237
                                                    
Cal Total  MENS READY-TO-WEAR         14,796              282,860    260,094       1,920,004                             1,920,004
==================================================================================================================================
- ----------------------------------------------------------------------------------------------------------------------------------
SERVICES                                            
                                                    
43140    COHEN'S FASHION OPTICAL       1,468               19,218                 0  260,728   12       1/16/96            260,728
43337    LINDELLE HOT LOOKS            1,455               27,792    183,319      8  362,131   12       8/27/96            362,131
                                                    
Cat Total  SERVICES                    2,923               47,010    183,319         622,860                               622,860
==================================================================================================================================
- ----------------------------------------------------------------------------------------------------------------------------------
SHOES                                               

43421    BOSTONIAN SHOE OUTLET         5,041               59,163     35,218      1  568,606   12        2/5/96            568,606
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
                                              CURRENT MONTH GROSS SALES    YEAR TO DATE GROSS SALES
                                              -------------------------    ------------------------
    SPACE     TENANT                  SQUARE                            1996     #mo  1995    #mo                           1995
                                      FOOTAGE      12/96     12/95       YTD           YTD              Close               TOTAL
                                                                        SALES         SALES              Date               SALES
==================================================================================================================================
<C>      <S>                          <C>                  <C>        <C>         <C> <C>      <C>      <C>                <C>
Cat Total  SHOES                       5,041               59,163    35,218         568,606             568,606
==================================================================================================================================
- ----------------------------------------------------------------------------------------------------------------------------------
SPECIALTY                                           
                                                    
43517    ADVENTURE SHOP                5,238               62,554     27,351      2  231,225    9       2/26/96            231,225
43853    AT & T OUTLET CENTER            584               25,069     33,606      3  129,810   12       3/15/96            129,810
43445    LOVABLE PETS                  5,062                                      0   93,232    3       3/16/95             93,323
43737    SECURITY WORKS                1,730                                      0   75,580    8       8/21/95             75,580
43502    SUCCESSORIES                  1,449                                      0  117,438    9        9/3/95            117,436
                                                    
Cat Total  SPECIALTY                  14,063               87,623     60,957         647,285                               647,285
==================================================================================================================================
- ----------------------------------------------------------------------------------------------------------------------------------
UNISEX                                              
                                                    
43409    DESTINATION, USA              1,133               19,756    142,828     10  192,878   12      10115196            192 070
43213    JORDACHE OUTLET #217          4,357              128,399                 0  762,497   12       1110196            762,497
43511    S8X                           4,091               32,937        590      1  318,376   12        112196             310378
                                                    
Cat Total  UNISEX                      9,581              181,092    143,418       1,273,753                             1,273,753
==================================================================================================================================
- ----------------------------------------------------------------------------------------------------------------------------------
WOMENS READY TO WEAR                                
                                                    
43119    ANSWER LARGE SIZES, THE       4,622               77,587     29,229      1  784,541   12       1/28/96            784,541
43015    CHICO'S OUTLET                1,806                                      0  305,305    8       8/26/95            305,305
43820    CLOTHESTIME                   6,241               22,556                 0  705,390   12       1/23/96            705,390
43537    FASHION FIRST OUTLET          3,017              112,083     37,000      1  752,292   12       2/13/96            752,292
43345    FLEMINGTON FASHION           11,827                                      0  434,699   10       11/2/95            434,699
43231    GEORGIOU DESIGNER OUTLET      6,110               46,618    149,176      4  537,503   12        5/6/96            537,503
43837    LINGERIE FACTORY OUTLET       1,840               75,000     18,000      1  410,659   11       2/10/96            410,659
43537    MATERNITY WORKS               3,017               38,056    436,949      9  555,003   12       9/30/96            555,003
43517    METRO OUTLET                  5,238                                      0    47513    3        3/5/95              47513
43825    PAY -HALF                    10,646                                      0  433,091    6       7/31/95            433,091
43015    STRICTLY BUSINESS             1,808               20,420    294,436      8   98,052    3       8/29/96             98,052
43219    WESTPORT #446                 4,856               76,174    133,065      4  577,095   12       4/29/96            577,095
43802    WESTPORT WOMAN                3,056               44,956      1,046      1  433,291   12        1/2/96            433,291
                                                    
Cat Total  WOMENS READY TO WEAR       84,066              513,458  1,098,903       6,075,233                             6,075,233
==================================================================================================================================
- ----------------------------------------------------------------------------------------------------------------------------------
MAJORS                                              
                                                    
43001639 OFF 5TH (SAKS)               18,247                    0  2,084 999      6        0    0      10/31/96
43001639 YOUNGWORLD                   18,247              177,217     37,862      12,174,355   12       1/31/96          2,174,355
                                                    
Cat Total  MAJORS                     36,494              177,217  2,122,861       2,174,355                             2,174,355
==================================================================================================================================
- ----------------------------------------------------------------------------------------------------------------------------------
TEMPORARY                                           
                                                    
43502    AUTUMN HILL FURNITURE         1,449                    0     57,103      5        0    0      10/20/96
43737    CALENDAR CLUB                 1,730               66,680      5,990      1  103,906    3       1/16/96            103 986
43446    CHAMBER OF CHILLS             8,039                    0     10,030      1        0    0      10/31/96
43446    CHRISTMAS BY FRANK'S          8,039              194,249      5,816      1  275,960    3       1/15/96            275,960
43502    CHRISTMAS MAGIC               1,449                7,500                 0   13,500    0      12/30/95             13,500
43731    CHRISTMAS SHOPPPE             4,167                                      0   23,564    1       1/29/95             23,564
43335    COUNTRY SEASONS               4,812                                      0   65,337    5       10/1/95             65,337
43129    COUNTRY SEASONS               1,600               21,190                 0   69,782    4        1/1/96             69,782
43521    COUNTRY SEASONS               4,970                                      0   52,863    2       3/30/95             52,863
43841    DEMONSTRATION STORE           1,259               13,000                 0   30,428    2      12/27/95             31,428
43145    FARAONE ORIENTAL RUG                       
          GALLERY                      2,011                    0     58,741      5        0    0       7/21/96
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
                                              CURRENT MONTH GROSS SALES    YEAR TO DATE GROSS SALES
                                              -------------------------    ------------------------
    SPACE     TENANT                  SQUARE                            1996     #mo  1995    #mo                           1995
                                      FOOTAGE      12/96     12/95       YTD           YTD              Close               TOTAL
                                                                        SALES         SALES              Date               SALES
==================================================================================================================================
<C>      <S>                          <C>                  <C>        <C>         <C> <C>      <C>      <C>                <C>
43201    FARAONE ORIENTAL RUG                       
          GALLERY                      2,887                6,961      2,012      1   76,943    8        2/1/96             76,943
43155    FUR OUTLET, THE               2,129                                      0   31,441    3       3/12/95             31,441
43654    FUR OUTLET, THE                 650                8,200     10,952      2   23,437    2       2/20/96             23,437
43101    GAME KEEPER, THE                633                                      0    1,064    1        1/6/95              1,064
43121    HICKORY FARMS                   954               31,632                 0   41,596    2      12/27/95             41,596
43444    IN THE GARDEN                 4,356               13,388                 0   16,611    2      12/29/95             16,611
43825    J RIGGINGS OUTLET            10,646              134,558                 0  415,911    5       1/10/96            415,911
43449    KID'S CORNER                  1,988               42,118                 0   60,028    3      12/29/95             60,028
43145    LEATHER OUTLET                2,011              105,744     28,912      1  212,567    4       1/28/96            212,567
43455    MAGIC MOMENTS                 1,281               17,847    155,977      9   50,637    4       9/30/96             50,637
43719    MAIDENFORM                    4,622                    0    575,897      8        0    0      11/17/96                  0
43455    PHILLY SPORTS FAN             1,281                                      0   37,978    2       2/21/95             37,978
43K909   POPCORN WORLD #K909             225               11,200     77,104     11   20,600    3      11/15/96             20,600
43155    THINK BIG #155                2,129                                      0   21,096    2       7/24/95             21,096
43440    THINK BIG #446                0,039                                      0    7,812    2       9/11/95              7,812
43625    TOMMY HILFIGER               10,646                    0    210,875      1        0    0       2/26/96                  0
43625    WESTPORT LTD                 10,646                    0     74,678      2        0    0       6/21/96                  0
                                                    
Cat Total  TEMPORARY                 104,648              680,266  1,282,948       1,735,140                             1,735,140
==================================================================================================================================
TOTAL FORMER TENANT SALES                               3,210,120  6,679,949       23,612,879                           23,612,879

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                    *v = Sq Ft has been verified LEASE TERMS
                              LEASABLE RENTABLE                                            
SPACE    TENANT               SQ FT       SQ FT V*     TERM         START        END       
===========================================================================================
<S>      <C>                    <C>       <C>          <C>          <C>         <C>        
43353    FRAGRANCE OUTLET       1,362     1,362        Primary      9/19/92     9/18/97    
                                                       1st Option   9/19/97     9/18/2002  
                                                       ----------------------------------- 
                                                                                           
         HEALTH & BEAUTY AIDS                                                              
                                                                                           
- -------------------------------------------------------------------------------------------
43354    WATCHES GALORE           317       317        Primary      5/21/94     5/20/99    
                                                       1st Option   5/21/99     5/20/04    
                                                       ----------------------------------- 
                                                                                           
         CARDS & GIFTS                                                                     
                                                                                           
- -------------------------------------------------------------------------------------------
43355    NEWSSTAND OF FRANKLI     460       460        Primary      4/24/92     4/26/97    
                                                       1st Option   4/27/97     4/26/2002  
                                                       ----------------------------------- 
                                                                                           
           SPECIALTY                                                                       
                                                                                           
- -------------------------------------------------------------------------------------------
43356    ROYAL JEWELERS           583       583        Primary      5/11/89     5/10/96    
                                                       Primary      5/11/96     5/10/2001  
                                                       1st Option   5/11/2001   5/10/2006  
                                                       ----------------------------------- 
           JEWELRY                                                                         
                                                                                           
- -------------------------------------------------------------------------------------------
43357    NAILERY V. THE           501       501        Primary      7/23/92     7/22/97    
                                                       1st Option   7/23/97     7/22/2002  
                                                                                           
                                                                                           
                                                                                           
                                                                                           
           SERVICES                                                                        
                                                                                           
- -------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                  MINIMUM RENT                                        BREAKPOINTS                   
                                                                                    L/Y                         ANN         PSF     
SPACE    TENANT                TERM   START       /MO         /YEAR       PSF     RPT  MO   TERM    START       BKPT        BKPT    
====================================================================================================================================
<S>      <C>                   <C>   <C>        <C>         <C>          <C>       <C> <C>    <C>   <C>        <C>          <C>
43353    FRAGRANCE OUTLET            11/1/92    4,313.00    51,756.00    38.00     M   Jan    P     9/19/92    1,000,000    734.21  
                                     9/19/97    4,653.50    55,942.00    41.00                --------------------------------------
                               ----------------------------------------- -----                                                      
                                                                                                                                    
         HEALTH & BEAUTY AIDS                                                                                                       
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43354    WATCHES GALORE        P     5/21/94    2,000.00    24,000.00    75.71     A   Jan    P     5/21/94      240,000    757.10  
                               1     5/21/99    2,333.33    27,999.96    88.33                1     5/21/99      280,000    883.28  
                               ----------------------------------------- -----                --------------------------------------
                                                                                                                                    
            CARDS & GIFTS                                                                                                           
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43355    NEWSSTAND OF FRANKLI        10/1/92    3,000.00    36,000.00    78.26     Q   Jan    P     4/27/92      600,000    304.35  
                               1     4/27/97    3,666.66    43,399.92    95.85                1     4/27/97      733,333    594.20  
                               ----------------------------------------- -----                --------------------------------------
                                                                                                                                    
         SPECIALTY                                                                                                               
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43356    ROYAL JEWELERS                 6/1/93  3,150.00    37,800.00    64.84     M   Jan    P       5/11/89    351,600    603.09  
                                       5/11/96  3,157.92    37,895.04    65.00                P       5/11/96    378,950    650.00  
                                     5/11/2001  3,352.25    40,227.00    69.00                1     5/11/2001    402,270    690.00  
                                     5/11/2003  3,449.42    41,393.04    71.00                1     5/11/2003    413,930    710.00  
                               ----------------------------------------- -----                --------------------------------------
                                                                                                                                    
           JEWELRY                                                                                                                  
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43357    NAILERY V. THE                 9/1/92  2,000.00    24,000.00    47.90     Q   Jan    P     7/23/92      266,667    532.27  
                                        7/1/94  2,049.64    24,595.68    49.09                P     7/23/94      289,467    577.76  
                                        8/1/94  2,171.00    26,052.00    52.00                --------------------------------------
                                       7/23/97  2,463.25    29,559.00    59.00                                                      
                                     7/23/1999  2,548.75    30,561.00    61.00                                                      
                               ----------------------------------------- -----                                                      
           SERVICES                                                                                                                 
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                                                       CURRENT MO CHARGES                             RENT MEMO
                                                                                             ANN
SPACE    TENANT                  %        C    F   T       STARTS       $/MO        $/YR     PSF
=================================================================================================================
<S>      <C>                   <C>       <C>   <C> <C>      <C>      <C>        <C>          <C>
43353    FRAGRANCE OUTLET      6.00%     MIN   M   Step     11/1/92  4,313.00   51,756.00    38.00
                              ------     CAM   M   Est       1/1/97  1,243.00   14,916.00    10.95
                                         TAX   M   Est       1/1/97    470.00    5,640.00     4.14
                                         PRO   M   CStep     1/1/97    580.52    8,966.23     5.11
                                         OCC   M   Step      1/1/97    163.44    1,961.28     1.44
                                                                    =========   =========    =====
         HEALTH & BEAUTY AIDS                                TOTAL    6,769.96   81,239.51    59.64
                                         ---------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
43354    WATCHES GALORE       10.00%     MIN   M   Step     3/21/94  2,000.00   24,000.00    75.71
                              10.00%     CAM   M   Est       1/1/97    289.00    3,468.00    10.95
                              ------     TAX   M   Est       1/1/97    109.00    1,308.00     4.14
                                         PRO   M   CStep     1/1/97    452.71    5,432.46    17.14
                                         OCC   M   Step      1/1/97     38.04      456.48     1.44
           CARDS & GIFTS                                            =========   =========   ======
                                                             TOTAL    2,888.75   34,664.94   109.38
                                         ---------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
43355    NEWSSTAND OF FRANKLI  4.00%     MIN   M   Step     10/1/92   3,000.00   36,000.00    76.26
                               4.00%     CAM   M   Est       1/1/97     420.00    5,040.00    10.95
                              ------     TAX   M   Est       1/1/97     159.00    1,908.00     4.14
                                         PRO   M   CStep     1/1/97     196.06    2,352.69     5.11
                                         OCC   M   Step      1/1/97      55.20      662.40     1.44
           SPECIALTY                                                 ========   ==========    =====
                                                             TOTAL    3,830.26   45,963.09    99.90
                                         ----------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
43356    ROYAL JEWELERS        8.00%     MIN   M   Step     5/11/96   3,157.92   37,895.04    65.00
                               8.00%     CAM   M   Est       1/1/97     532.00    6,384.00    10.95
                               8.00%     TAX   M   Est       1/1/97     201.00    2,412.00     4.14
                               8.00%     PRO   M   CStep     1/1/97     523.89    6,286.72    10.78
                              ------     OCC   M   Step      1/1/97      69.96      839.52     1.44
           JEWELRY                                                    ========   =========    =====
                                                             TOTAL    4,484.77   53,817.28    92.31
                                         ----------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
43357    NAILERY V. THE        8.00%     MIN   M   Step      8/1/94   2,171.00   28,052.00    52.00
                               8.00%     CAM   M   Est       1/1/97     457.00    5,484.00    10.95
                              ------     TAX   M   Est       1/1/97     173.00    2,076.00     4.14
                                         PRO   M   CStep     1/1/97     106.76    1,281.15     2.58
                                         OCC   M   Step      1/1/97      60.12      721.44     1.48
           SERVICES                                                   ========   =========    =====
                                                             TOTAL    2,967.88   35,614.59    71.09
                                         ----------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------

Run Date 3/31/97 10:25:41 AM   Run By     barbie       Franklin Mills                                                        PAGE 13
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                    *v = Sq Ft has been verified LEASE TERMS
                              LEASABLE RENTABLE                                            
SPACE    TENANT               SQ FT       SQ FT V*     TERM         START        END       
===========================================================================================
<S>      <C>                    <C>       <C>          <C>          <C>         <C>        
43358    BRIEFCASE UNLIMITED    1,201     1,201        Primary      5/11/89     5/10/96    
                                                       Primary      5/11/96     5/10/97    
                                                       ----------------------------------- 
                                                                                           
                                                                                           
                                                                                           
           HANDBAGS, LEATHER                                                               
           & LUGGAGE                                                                       

- -------------------------------------------------------------------------------------------
43359    REMINGTON FACTORY OU   1,232     1,232        Primary      4/28/90     1/31/2001  
                                                       ----------------------------------- 
                                                                                           
                                                                                           
           SPECIALTY                                                                       
                                                                                           
- -------------------------------------------------------------------------------------------
43401    TIME OUT               3,288     3,288        Primary       1/27/94    1/26/2004  
                                                       ----------------------------------- 
                                                                                           
                                                                                           
           ENTERTAINMENT                                                                   
                                                                                           
- -------------------------------------------------------------------------------------------
43403    MELLON INDEPENDENCE    1,195     1,195        Primary      12/1/89     11/30/94   
                                                       1st Option   12/1/94     11/30/99   
                                                       ----------------------------------- 
                                                                                           
           [ILLEGIBLE]                                                                     
                                                                                           
- -------------------------------------------------------------------------------------------
43405    PERFUME ROMANCE          455       455        Primary      7/15/98     7/14/2001  
                                                       1st Option   7/15/2001   7/14/2006  
                                                       ----------------------------------- 
                                                                                           
         HEALTH & BEAUTY AIDS                                                              
                                                                                           
- -------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                  MINIMUM RENT                                        BREAKPOINTS                   
                                                                                    L/Y                         ANN         PSF     
SPACE    TENANT                TERM   START       /MO         /YEAR       PSF     RPT  MO   TERM    START       BKPT        BKPT    
====================================================================================================================================
<S>      <C>                   <C>   <C>        <C>         <C>          <C>       <C> <C>    <C>   <C>        <C>          <C>
43358    BRIEFCASE UNLIMITED          1/1/93    3,218.58    38,622.96    32.16     Q   Jan    *     4/1/89     450,000      374.69  
                                      1/1/94    3,307.10    39,685.20    33.04                P     5/11/96    840,700      700.00  
                               P      1/1/95    3,393.35    40,720.20    33.91                --------------------------------------
                               P      1/1/96    3,488.68    41,864.16    34.86                                                      
                                     5/11/96    3,509.92    42,119.04    35.07                                                      
                               ----------------------------------------- -----                                                      
           HANDBAGS, LEATHER                                                                                                        
           & LUGGAGE                                                                                                                

- ------------------------------------------------------------------------------------------------------------------------------------
43359    REMINGTON FACTORY OU        5/1/93     3,285.33    39,423.96    32.00     M   Jan    P     4/28/90    569,333      462.12  
                                     4/28/96    3,490.67    41,888.04    34.00                P     4/28/93    650,667      528.14  
                               ----------------------------------------- -----                P     4/28/96    691,333      561.15  
                                                                                              --------------------------------------
                                                                                                                                    
                                                                                                                                    
           SPECIALTY                                                                                                                
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43401    TIME OUT                    3/1/94     3,699.00    44,388.00    13.50     M   Jan    P     1/27/94    295,920       90.00  
                               ----------------------------------------- -----                P     4/27/99    405,520      123.33  
                                                                                              --------------------------------------
                                                                                                                                    
           ENTERTAINMENT                                                                                                            
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43403    MELLON INDEPENDENCE          1/1/92    3,060.79    36,729.48    30.74     N   Jan                                          
                                     12/1/94    3,825.75    43,509.00    36.41                                                      
                               ----------------------------------------- -----                                                      
                                                                                                                                    
           [ILLEGIBLE]                                                                                                              
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43405    PERFUME ROMANCE       P       7/15/96  1,627.50    19,530.00    42.92     M   Jan    P       7/15/96  244,125      536.54  
                                       7/18/98  1,699.83    20,397.96    44.83                P       7/15/98  254,975      560.36  
                                     7/15/2001  1,808.33    21,699.96    47.69                1     7/15/2001  271,250      596.15  
                                     7/15/2003  1,916.83    23,001.96    50.55                1     7/15/2003  287,525      631.92  
                               ----------------------------------------- -----                --------------------------------------
                                                                                                                                    
         HEALTH & BEAUTY AIDS                                                                                                       
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                                                       CURRENT MO CHARGES                             RENT MEMO
                                                                                             ANN
SPACE    TENANT                  %        C    F   T       STARTS       $/MO        $/YR     PSF
=================================================================================================================
<S>      <C>                   <C>       <C>   <C> <C>      <C>      <C>        <C>          <C>
43358    BRIEFCASE UNLIMITED   7.00%     MIN   M   Step     5/11/96  3,509.92   42,119.04    35.07
                               5.00%     CAM   M   Est       1/1/97  1,096.00   13,152.00    10.95
                              ------     TAX   M   Est       1/1/97    414.00    4,968.00     4.14
                                         PRO   M   CStep     1/1/97    511.90    6,142.74     5.11
                                         OCC   M   Step      1/1/97    144.12    1,729.44     1.44
                                                                    ---------  ----------   ------
           HANDBAGS, LEATHER                                TOTAL    5,675.84   68,111.22    56.71
           & LUGGAGE                     ---------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------
43359    REMINGTON FACTORY OU  6.00%     MIN   M   Step     4/28/96  3,490.67   41,888.04    34.00
                               6.00%     CAM   M   Est       1/1/97  1,124.00   13,488.00    10.95
                               6.00%     TAX   M   Est       1/1/97    425.00    5,100.00     4.14
                              ------     PRO   M   CStep     1/1/97    505.12    6,061.42     4.92
                                         OCC   M   Step      1/1/97    147.84    1,774.08     1.44
                                                                    ---------  ----------   ------
           SPECIALTY                                        TOTAL    5,692.63   68,311.54    55.45
                                         ---------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
43401    TIME OUT             15.00%     MIN   M   Step      3/1/94  3,699.00   44,388.00    13.50
                              15.00%     CAM   M   Cap       1/1/97  2,431.00   29,172.00     8.87
                              ------     TAX   M   Est       1/1/97  1,134.00   13,608.00     4.14
                                         PRO   M   Step      1/1/96    548.00    6,576.00     7.00
                                         OCC   M   Step      1/1/97    394.56    4,734.72     1.44
                                                                    ---------  ----------   ------
           ENTERTAINMENT                                    TOTAL    8,206.56   98,478.72    29.95
                                         ---------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
43403    MELLON INDEPENDENCE             MIN   M   Step     12/1/94  7,625.75   43,509.00    36.41
                                         CAM   M   Est       1/1/97  1,236.00   14,832.00    10.95
                                         TAX   M   Est       1/1/97    467.00    5,604.00     4.14
                                         PRO   M   CStep     1/1/97    584.62    7,015.42     5.18
                                                                    ---------  ----------   ------
           [ILLEGIBLE]                                      TOTAL    3,913.37   70,960.42    56.68
                                         ---------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
43405    PERFUME ROMANCE       8.00%     MIN   M   Step      7/15/96 1,627.50   19,530.00    42.92
                               8.00%     CAM   M   Est       1/1/97    415.00    4,980.00    10.95
                               8.00%     TAX   M   Est       1/1/97    157.00    1,884.00     4.14
                               8.00%     PRO   M   CStep     1/1/97    214.57    2,574.78     5.66
                              ------     OCC   M   Step      1/1/97     54.60      655.20     1.44
                                                                    ---------  ----------   ------
         HEALTH & BEAUTY AIDS                               TOTAL    2,468.67   29,623.98    65.11
                                         ---------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------

Run Date 3/31/97 10:25:41 AM   Run By     barbie       Franklin Mills                                 PAGE 14
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                    *v = Sq Ft has been verified LEASE TERMS
                              LEASABLE RENTABLE                                            
SPACE    TENANT               SQ FT       SQ FT V*     TERM         START        END       
===========================================================================================
<S>      <C>                   <C>        <C>          <C>          <C>         <C>        
43407    LIDS FOR LESS           550        550        Primary      5/4/96      5/3/2006   
                                                       ----------------------------------- 
                                                                                           
           SPECIALTY                                                                       
                                                                                           
- -------------------------------------------------------------------------------------------
43409    ELEGANCE              1,133      1,133        Primary      10/26/96    12/31/96   
                                                       Primary      2/1/97      1/31/2000  
                                                       1st Option   2/1/2000    1/31/2003  
                                                       ----------------------------------- 
           SPECIALTY                                                                       
                                                                                           
- -------------------------------------------------------------------------------------------
43411    PAYLESS SHOESOURCE    3,108      3,108        Primary      2/1/91      1/31/2001  
                                                       ----------------------------------- 
                                                                                           
                                                                                           
           SHOES                                                                           
                                                                                           
- -------------------------------------------------------------------------------------------
43413    BRITCHES              4,797      4,797        Primary      10/16/92    10/15/2000 
                                                       1st Option   10/16/200   10/15/2007 
                                                       ----------------------------------- 
                                                                                           
           MENS READY TO WEAR                                                              
                                                                                           
- -------------------------------------------------------------------------------------------
43415    SUNCOAST MOTION PICT  3,605      3,605        Primary      11/3/94     12/31/2004 
                                                       ----------------------------------- 
                                                                                           
                                                                                           
           SPECIALTY                                                                       
                                                                                           
- -------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                  MINIMUM RENT                                        BREAKPOINTS                   
                                                                                    L/Y                         ANN         PSF     
SPACE    TENANT                TERM   START       /MO         /YEAR       PSF     RPT  MO   TERM    START       BKPT        BKPT    
====================================================================================================================================
<S>      <C>                    <C> <C>         <C>          <C>         <C>       <C> <C>    <C> <C>          <C>        <C>
43407    LIDS FOR LESS          P     5/4/96    2,916.66     34,999.92   63.64     M   Jan    P     5/4/96     700,000    272.73  
                                    5/4/2001    3,333.33     39,999.96   72.73                P   5/4/2001     800,000    454.55  
                                ---------------------------------------- -----                --------------------------------------
                                                                                                                                    
           SPECIALTY                                                                                                                
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43409    ELEGANCE               P      2/1/97   3,776.67     45,320.04   40.00     Z   Jan    P     10/26/96     466,949    412.14  
                                     2/1/2000   3,965.50     47,586.00   42.00                --------------------------------------
                                ---------------------------------------- -----                                                      
                                                                                                                                    
           SPECIALTY                                                                                                                
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43411    PAYLESS SHOESOURCE          1/1/92     6,736.17     80,834.04   26.01     M   Jan    P     2/1/91     1,616,680    520.17  
                                     2/1/94     7,575.75     90,909.00   29.25                --------------------------------------
                                     2/1/97     8,352.75    100,233.00   32.25                                                      
                                ---------------------------------------- -----                                                      
                                                                                                                                    
           SHOES                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43413    BRITCHES               P       11/1/92 6,764.58     81,174.96   16.92     Q   Jan    P       10/16/92 2,705,833    564.07  
                                P       8/15/95 2,724.36     32,692.32    6.82                P        8/15/95   792,000    165.10  
                                P        1/1/97 6,765.58     81,186.96   16.92                P         1/1/97 2,705,833    564.07  
                                1    10/16/2000 8,356.25    100,275.00   20.90                1     10/16/2002 3,342,500    696.79  
                                ---------------------------------------- -----                --------------------------------------
           MENS READY TO WEAR                                                                                                       
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43415    SUNCOAST MOTION PICT   P     11/3/94   7,210.00     88,520.00   24.00     N   Jan                                          
                                P      1/1/98   8,111.25     97,335.00   27.00                                                      
                                P    1/1/2001   8,712.08    104,544.96   29.00                                                      
                                ---------------------------------------- -----                                                      
                                                                                                                                    
           SPECIALTY                                                                                                                
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                                                       CURRENT MO CHARGES                             RENT MEMO
                                                                                             ANN
SPACE    TENANT                  %        C    F   T       STARTS       $/MO        $/YR     PSF
=================================================================================================================
<S>      <C>                   <C>       <C>   <C> <C>      <C>       <C>        <C>         <C>
43407    LIDS FOR LESS         5.00%     MIN   M   Step     5/4/96    2,916.66   34,999.92   63.64
                               5.00%     CAM   M   Est      1/1/97      502.00    6,024.00   10.95
                              ------     TAX   M   Est      1/1/97      190.00    2,280.00    4.14
                                         PRO   M   CStep    1/1/97      171.36    2,056.31    3.74
                                         OCC   M   Step     1/1/97       66.00      792.00    1.44
                                                                     =========   =========   =====
           SPECIALTY                                        TOTAL     3,846.02   48,152.23   83.91
                                         ---------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
43409    ELEGANCE              7.00%     MIN   M   Step     2/1/97    3,776.67   45,320.04   40.00
                              ------     CAM   M   Step     2/1/97    1,033.86   12,406.35   10.95
                                         TAX   M   Step     2/1/97      390.89    4,690.62    4.14
                                         PRO   M   Step     2/1/97      377.67    4,532.00    4.00
                                         OCC   M   Step     2/1/97      135.96    1,631.52    1.44
                                                                     =========   =========   =====
           SPECIALTY                                        TOTAL     5,715.05   66,580.91   60.53
                                         ---------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
43411    PAYLESS SHOESOURCE    5.00%     MIN   M   Step     2/1/97    8,352.75  100,233.00   32.25
                              ------     CAM   M   Cap      1/1/97    2,836.00   34,032.00   10.95
                                         TAX   M   Est      1/1/97    1,072.00   12,864.00    4.14
                                         PRO   M   CStep    1/1/97    1,089.52   13,074.24    4.21
                                         OCC   M   Step     1/1/97      372.96    4,475.52    1.44
                                                                     =========  ==========   =====
           SHOES                                            TOTAL    13,723.23  164,678.76   52.99
                                         ---------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
43413    BRITCHES              3.00%     MIN   M   Step     1/1/97    6,765.58   81,186.96   16.92
                               5.00%     CAM   M   Step     1/1/97    4,109.20   49,310.40   10.28
                               3.00%     TAX   M   Est      1/1/97    1,655.00   19,860.00    4.14
                               3.00%     OCC   M   Step     1/1/97      575.64    6,907.68    1.44
                              ------                                 =========  ==========   =====
           MENS READY TO WEAR                               TOTAL    13,105.42  152,265.04   32.78
                                         ---------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
43415    SUNCOAST MOTION PICT            MIN   M   Step     11/3/94   7,210.00   86,520.00   24.00
                                         CAM   M   Est      1/1/97    3,248.00   38,976.00   10.81
                                         TAX   M   Est      1/1/97    1,069.00   12,828.00    3.56
                                         PRO   M   CStep    1/1/97    1,060.77   12,729.30    3.53
                                         OCC   M   Step     1/1/97      432.60    5,191.20    1.44
                                                                     =========  ==========   =====
           SPECIALTY                                        TOTAL    13,020.37  156,244.50   43.34
                                         ---------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------

Run Date 3/31/97 10:25:41 AM   Run By     barbie       Franklin Mills                              PAGE 15
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                    *v = Sq Ft has been verified LEASE TERMS
                              LEASABLE RENTABLE                                            
SPACE    TENANT               SQ FT       SQ FT V*     TERM         START        END       
===========================================================================================
<S>      <C>                   <C>         <C>         <C>          <C>         <C>        
43416    NO NAME                3,300      3,300       Primary      10/13/89    1/31/98    
                                                       ----------------------------------- 
                                                                                           
                                                                                           
         WOMENS READY TO WEAR                                                              
                                                                                           
- -------------------------------------------------------------------------------------------
43417    $9.99 STOCKROOM        3,893      3,893       Primary      5/11/89     5/10/94    
                                                       Primary      5/11/94     1/31/2000  
                                                       ------------------------------------
                                                                                           
         WOMENS READY TO WEAR                                                              
                                                                                           
- -------------------------------------------------------------------------------------------
43421    MAIDENFORM             5,041      5,041       Primary      2/3/97      12/31/97   
                                                       ----------------------------------- 
           TEMPORARY                                                                       
                                                                                           
- -------------------------------------------------------------------------------------------
43423    FAMOUS BRANDS HOUSE    3,721      3,721       Primary      5/11/89     5/10/2001  
                                                       1st Option   5/11/2001   5/10/2006  
                                                       ----------------------------------- 
                                                                                           
                                                                                           
                                                                                           
       ART & HOME FURNISHINGS                                                              
                                                                                           
- -------------------------------------------------------------------------------------------
43425    VACANT                 2,971      2,971                                           
                                                                                           
           VACANT                                                                          
                                                                                           
- -------------------------------------------------------------------------------------------
43427    JEAN OUTLET, THE       3,042      3,042       Primary      8/22/92     8/21/97    
                                                       1st Option   8/22/97     8/21/2002  
                                                       ----------------------------------- 
                                                                                           
                                                                                           
                                                                                           
           UNISEX                                                                          
                                                                                           
- -------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                  MINIMUM RENT                                        BREAKPOINTS                   
                                                                                    L/Y                         ANN         PSF     
SPACE    TENANT                TERM   START       /MO         /YEAR       PSF     RPT  MO   TERM    START       BKPT        BKPT    
====================================================================================================================================
<S>      <C>                   <C>   <C>        <C>         <C>          <C>       <C> <C>    <C>   <C>        <C>          <C>
43416    NO NAME                      11/1/92   7,711.67    92,540.04    28.04     M   Feb    P     10/13/89   1,432,167    433.99  
                                     10/13/96   8,262.50    99,150.00    30.05                P     10/13/92   1,542,333    467.37  
                                       1/2/97   4,950.00    59,400.00    18.00                P     10/13/96   1,652,500    500.76  
                               ----------------------------------------- -----                P       1/1/97   1,168,000    360.00  
                                                                                              --------------------------------------
                                                                                                                                    
         WOMENS READY TO WEAR                                                                                                       
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43417    $9.99 STOCKROOM              1/1/92    5,833.33    69,999.96    17.98     M   Jan    P      5/11/94   1,112,286    285.71  
                               P     5/11/94    6,488.33    77,859.96    20.00                P       1/1/97   1,223,514    314.29  
                               P     5/11/97    7,137.17    85,646.04    22.00                --------------------------------------
                               ----------------------------------------- -----                                                      
                                                                                                                                    
                                                                                                                                    
         WOMENS READY TO WEAR                                                                                                       
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43421    MAIDENFORM                                                                Z   Jan    P      2/3/97      720,000    142.83  
                                                                                              P     11/1/97    1,200,000    238.05  
           TEMPORARY                                                                          --------------------------------------
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43423    FAMOUS BRANDS HOUSE            1/1/92  5,707.32    68,487.84    18.41     Q   Jan    P       5/11/89  1,189,120    319.57  
                                        1/1/94  5,707.32    68,487.84    18.41                P       5/11/93  1,332,760    359.52  
                                       5/11/97  6,193.33    74,319.96    19.97                P       5/11/97  1,466,400    399.46  
                                     5/11/2001  6,193.33    74,319.96    19.97                1     5/11/2001  1,486,400    399.46  
                                     5/11/2004  6,812.67    81,752.04    21.97                1     5/11/2004  1,635,040    439.41  
                               ----------------------------------------- -----                --------------------------------------
       ART & HOME FURNISHINGS                                                                                                       
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43425    VACANT                                                                    M   Jan                                          
                                                                                                                                    
           VACANT                                                                                                                   
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
43427    JEAN OUTLET, THE             9/1/93    4,816.50    57,798.00    19.00     M   Jan    P     8/22/92    1,110,320    365.00  
                                     8/22/95    5,070.00    60,840.00    20.00                P     8/22/93    1,155,960    380.00  
                                     8/22/97    5,323.00    63,876.00    21.00                P     8/22/95    1,216,800    400.00  
                                     8/22/99    5,577.00    66,924.00    22.00                1     8/22/97    1,277,640    420.00  
                               ----------------------------------------- -----                1     8/22/99    1,338,480    440.00  
                                                                                              --------------------------------------
           UNISEX                                                                                                                   
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                                                       CURRENT MO CHARGES                             RENT MEMO
                                                                                             ANN
SPACE    TENANT                  %        C    F   T       STARTS       $/MO        $/YR     PSF
=================================================================================================================
<S>      <C>                   <C>       <C>   <C> <C>      <C>       <C>        <C>         <C>
43416    NO NAME               6.00%     MIN   M   Step     1/2/97    4,950.00   59,400.00   18.00
                               6.00%     CAM   M   Est      1/1/97    3,011.00   38,132.00   10.95
                               6.00%     TAX   M   Est      1/1/97    1,138.00   13,656.00    4.14
                               5.00%     PRO   M   CStep    1/1/97    1,126.44   13,517.32    4.10
                              ------     OCC   M   Step     1/1/97      396.00    4,752.00    1.44
                                                                     =========  ==========   =====
         WOMENS READY TO WEAR                               TOTAL    10,621.44  127,457.32   38.63
                                         ---------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
43417    $9.99 STOCKROOM       4.00%     MIN   M   Step     5/11/94    6,488.33   77,859.96   20.00
                               4.00%     CAM   M   Est       1/1/97    3,552.00   42,624.00   10.95
                              ------     TAX   M   Est       1/1/97    1,343.00   16,116.00    4.14
                                         PRO   M   CStep     1/1/97      793.07    9,516.79    2.44
                                         OCC   M   Step      1/1/97      467.18    5,605.92    1.44
                                                                      =========  ==========   =====
         WOMENS READY TO WEAR                                TOTAL    12,643.56  151,722.67   38.97
                                         ---------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
43421    MAIDENFORM            5.00%     TLA   M   Step     2/3/97    3,000.00   36,000.00    7.14
                               5.00%                                                              
           TEMPORARY          ------                        TOTAL     3,000.00   36,000.00    7.14
                                         ---------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
43423    FAMOUS BRANDS HOUSE   5.00%     MIN   M   Step     1/1/94    5,707.32   66,487.84   18.41
                               5.00%     CAM   M   Est      1/1/97    3,395.00   40,740.00   10.95
                               5.00%     TAX   M   Est      1/1/97    1,284.00   15,408.00    4.14
                               5.00%     PRO   M   CStep    1/1/97    1,288.82   15,463.39    4.16
                               5.00%     OCC   M   Step     1/1/97      446.52    5,358.24    1.44
                              ------                                 =========  ==========   =====
       ART & HOME FURNISHINGS                               TOTAL    12,121.46  145,457.47   39.10
                                         ---------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
43425    VACANT                                                                                   
                                                                                                  
           VACANT                                                                                 
                                                                                                  
- -----------------------------------------------------------------------------------------------------------------
43427    JEAN OUTLET, THE      5.00%     MIN   M   Step     8/22/95   5,070.00   60,840.00   20.00
                               5.00%     CAM   M   Cap       1/1/97   2,776.00   33,312.00   10.95
                               5.00%     TAX   M   Est       1/1/97   1,049.00   12,588.00    4.14
                               5.00%     PRO   M   CStep     1/1/97     817.17    9,805.99    3.22
                               5.00%     OCC   M   Step      1/1/97     365.04    4,380.48    1.44
                              ------                                 =========  ==========  ======
           UNISEX                                           TOTAL    10,077.21  120,926.47   39.75
                                         ---------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------

Run Date 3/31/97 10:25:41 AM   Run By     barbie       Franklin Mills                                              PAGE 16
</TABLE>
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                                   OFFICE MARKET - URBAN/CBD
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%    10.0%    10.0%    10.0%    11.5%    11.5%     3.0%     3.0%     3.0%     4.0%    10.0   10.0
                              9.5%    10.0%    10.0%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             13.0%    13.0%      --       --     14.0%    14.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.3%     9.3%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     9.0%     8.5%     9.0%    10.5%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0

Responses                      11       11       10       10       11       11       11       11       11       11       11     11
Average (%)                   9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5    9.5

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%    10.0%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             15.0%    15.0%      --       --     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              9.0%    10.0%      --       --       --       --       --       --       --       --       --     --
                              9.0%    10.0%     9.0%    10.0%    12.0%    13.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0
Responses                       8        8        6        6        7        7        7        7        7        7        7      7
Average (%)                  10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3    9.7

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.0%     9.0%     9.5%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0     10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             12.0%    12.0%      --       --     13.0%    13.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                               --       --       --       --     12.0%    13.0%     4.0%     4.0%     4.0%     4.0      5.0   10.0
Responses                     8       8         7        7        9        9        9        9        9        9        9      9
Average (%)                   9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9%     7.6    8.9

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    12.0%    12.0%    12.0%    15.0%    15.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.8%     9.8%    10.8%    10.8%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                             14.0%    14.0%      --       --     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     6        6        5        5        6        6        6        6        6        6        6      6
Average (%)                  10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.6%     3.3%     3.9%     8.0    8.8

                            --------------------------------------------------------------------------------------------------------
Total Responses              33       33       28       28       33       33       33       33       33       33       33     33
Weighted Average (%)          9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1    9.2
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


8 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                          <C>      <C>      <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                           OFFICE MARKET - SUBURBAN/NON - CBD
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     8.5%     9.3%     9.3%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             11.0%    11.0%      --       --     12.0%    12.0%     5.0%     3.0%     3.0%     3.0%     5.0    7.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              8.0%    10.0%     9.5%    10.0%    11.5%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0   10.0
                             l0.0%    11.0%    10.5%    11.0%    12.0%    12.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.1%     9.1%    10.1%    l0.1%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.0%     9.0%    10.0%    10.0%    11.5%    11.5%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.0%     9.0%    12.0%    13.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%    10.0%      --       --       --       --       --       --       --       --       --     
                              8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     5.0%     5.0%     4.0%     4.0%     5.0   10.0
Responses                    16       16       14       14       15       15       15       15       15       15       15     15
Average (%)                   8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9    9.7

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                                          
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.8%     8.8%     9.5%     9.5%    11.8%    11.8%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                             12.0%    12.0%      --       --     18.0%    18.0%     5.0%     3.0%     3.0%     3.0%     5.0    7.0
                             10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0   10.0
                              8.0%    10.0%     9.5%    10.0%    11.0%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0   10.0
                              9.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    10.0%    14.0%    15.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             10.0%    11.0%      --       --       --       --       --       --       --       --       --     --
                             10.0%    11.0%    10.0%    11.0%    12.0%    13.0%     5.0%     5.0%     4.0%     4.0%     5.0   10.0

Responses                    13       13       11       11       12       12       12       12       12       12       12     12
Average (%)                   9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%      --       --     13.0%    13.0%     3.0%     3.0%     3.0%     3.0%     5.0    7.0
                              8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              6.0%     6.0%     9.0%     9.0%    17.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%    10.0%      --       --       --       --       --       --       --       --       --     -- 
                             12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0    2.0

Responses                    10       10        8        8        9        9        9        9        9        9        9      9
Average (%)                   9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2    8.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%      --       --     18.0%    18.0%     3.0%     3.0%     3.0%     3.0%     5.0    7.0
                             10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0   10.0
                             11.0%    11.0%    11.0%    11.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.6%     9.6%    10.6%    10.6%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              6.0%     6.0%    10.0%    10.0%    20.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%    10.0%      --       --       --       --       --       --       --       --       --     --
                             12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0    2.0

Responses                    10       10        8        8        9        9        9        9        9        9        9      9
Average (%)                   9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2    8.0

                            --------------------------------------------------------------------------------------------------------
Total Responses              49       49       41       41       45       45       45       45       45       45       45     45
Weighted Average (%)          9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0    8.8
                            --------------------------------------------------------------------------------------------------------
</TABLE>

                                                                   AUTUMN 1996 9
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                  INDUSTRIAL MARKET - WAREHOUSE/DISTRIBUTION
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     8.5%     9.3%     9.3%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              8.5%    10.0%     9.5%    10.0%    11.0%    12.0%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.0%     9.0%    10.0%    10.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                    10       10       10       10       10       10       10       10       10       10       10     10
Average (%)                   8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.8%     8.8%     9.5%     9.5%    11.3%    11.3%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     7        7        7        7        7        7        7        7        7        7        7      7
Average (%)                   9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    12.0%    13.0%    13.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    10.0%    10.5%    10.5%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                  10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

                            --------------------------------------------------------------------------------------------------------
Total Responses              25       25       25       25       25       25       25       25       25       25       25     25
Weighted Average (%)          9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6   10.2
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


10 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                          INDUSTRIAL MARKET - BUSINESS PARKS, OTHER INDUSTRIAL & MANUFACTURING
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                              9.0%     9.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   8.9%     9.4%     9.7%    10.7%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                       
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   9.3%     9.8%     9.8%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.4%    10.0%     9.9%    10.9%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%    11.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5      9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.6%    10.2%    10.0%    11.0%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

                            --------------------------------------------------------------------------------------------------------
Total Responses              18       18       14       14       18       18       18       18       18       18       18     18
Weighted Average(%)           9.3%     9.8%     9.8%    10.8%    12.0%    12.4%     3.3%     4.0%     3.2%     3.9%     8.5    9.8
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties 

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


                                                                  AUTUMN 1996 11
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                             RETAIL MARKET - NEIGHBORHOOD & COMMUNITY CENTERS
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%    10.5%     9.5%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.5%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                             10.0%    10.0%    10.5%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                             10.3%    10.3%    10.8%    10.8%    13.0%    13.0%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                              9.0%     9.0%    10.0%    10.0%    10.0%    10.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.5%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0

Responses                     9        9        8        8        8        8        9        9        9        9        9      9
Average (%)                   9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9    9.4

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                       
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    11.3%    11.3%    14.0%    14.0%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                             10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.5%    10.5%      --       --       --       --       --       --       --       --       --     --

Responses                     6        6        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%     9.5%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%    10.0%                        --       --       --       --       --       --       --     --
                             11.0%    11.0%     9.5%     9.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     7        7        5        5        5        5        6        6        6        6        6      6
Average (%)                   9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             13.0%    13.0%    14.0%    14.0%    14.0%    14.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             11.0%    11.0%    10.5%    10.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     6        6        5        5        5        5        6        6        6        6        6      6
Average (%)                  10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

                            --------------------------------------------------------------------------------------------------------
Total Responses              28       28       22       22       22       22        26       26       26       26       26     26
Weighted Average (%)          9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7    9.3
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


12 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                   RETAIL MARKET - POWER CENTERS & "BIG BOX"
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                             10.0%    10.0%     9.5%     9.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0
                             10.5%    10.5%    10.5%    10.5%    11.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.4%    11.4%     3.8%     3.8%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%     9.5%    10.0%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.3%     9.3%     9.5%    10.0%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%     9.0%      --       --       --       --       --       --       --       --       --     --
                              9.0%     9.5%     9.5%    10.0%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0

Responses                     9        9        8        8        8        8        8        8        8        8        8      8
Average (%)                   9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    10.8%    10.8%    11.0%    12.0%     2.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     3        3        3        3        3        3        3        3        3        3        3      3
Average (%)                   9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     3        3        3        3        3        3        3        3        3        3        3      3
Average (%)                   9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                               --       --       --       --     15.0%    15.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     2        2        2        2        3        3        3        3        3        3        3      3
Average (%)                   9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3%     3.2%     3.7%     9.3   10.3

                            --------------------------------------------------------------------------------------------------------
Total Responses              17       17       16       16       17       17       17       17       17       17       17     17
Weighted Average (%)          9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3   10.3
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


                                                                  AUTUMN 1996 13
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                               RETAIL MARKET - REGIONAL MALLS
- ------------------------------------------------------------------------------------------------------------------------------------

                              7.5%     7.5%     8.0%     8.0%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.0%     9.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                              7.5%     7.5%     7.8%     7.8%    12.0%    12.0%     1.5%     2.0%     3.0%     3.0%    10.0   10.0
                              7.0%     8.0%     8.0%     8.0%    10.5%    11.5%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%     8.0%     9.0%    10.5%    11.0%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              7.8%     8.0%     8.3%     8.5%    11.0%    12.0%     2.5%     3.0%     2.5%     3.0%    10.0   10.0
                              7.0%     8.0%     7.0%     8.0%    10.0%    11.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0

Responses                    10        9        9        9        9        9       10       10       10       10       10     10
Average (%)                   7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%    10.0%    10.0%    17.0%    17.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                              9.0%     9.0%     9.0%     9.0%    13.5%    13.5%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                              9.0%    10.0%    10.0%    10.0%    12.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0

Responses                     5        4        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6    8.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%    10.0%    10.0%    18.0%    18.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                             11.0%    11.0%    11.0%    11.0%    13.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.5%     8.5%     9.0%    11.5%    12.5%     2.5%     3.0%     2.5%     3.0%    10.0   10.0

Responses                     5        4        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2    9.2

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    11.0%    11.0%    20.0%    20.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                             12.5%    12.5%    12.0%    12.0%    14.0%    15.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%     9.0%     9.3%     9.8%    12.0%    13.0%     2.5%     3.0%     2.5%     3.0%    10.0   10.0
                             13.0%    13.0%    11.0%    11.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     6        5        5        5        5        5        6        6        6        6        6      6
Average (%)                  10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2    8.2

                            --------------------------------------------------------------------------------------------------------
Total Responses              26       22       22       22       22       22       26       26       26       26       26     26
Weighted Average (%)          9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8    8.9
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


14 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                                     RESIDENTIAL - APARTMENTS
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%    10.0%     9.0%    10.5%      --       --       --       --      3.5%     3.5%     1.0    1.0
                              8.5%     9.0%     9.0%     9.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.8%     9.8%    10.0%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.3%     9.0%     9.0%     9.5%    10.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              7.5%     8.5%     8.0%     9.0%    10.0%    11.0%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.8%     8.8%     9.0%     9.0%    11.3%    11.3%     3.8%     4.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%     9.0%     9.0%     9.5%    10.0%    11.5%     3.0%     4.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.0%     8.5%     9.0%      --       --      3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              8.8%     9.0%     9.0%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                    10       10       10       10        8        8        9        9       10       l0       l0     10
Average (%)                   8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4    8.9

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%     9.5%     9.5%    10.0%    11.0%    12.0%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%    10.0%    10.0%    10.0%    11.0%    12.5%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.0%    10.0%    10.0%    10.5%    10.5%    12.0%     3.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.5%     9.5%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     5        5        5        5        5        5        5        5        5        5        5      5
Average (%)                   8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6   10.2

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    11.0%    11.0%    12.5%    13.5%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%     9.0%     9.0%    11.0%    12.0%     4.0%     6.0%     3.0%     3.0%     3.0    5.0
                              9.0%     9.0%     9.5%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8    9.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    13.0%    13.0%    13.0%    13.0%    15.0%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%    10.0%    10.0%    11.0%    13.0%     4.0%     6.0%     3.0%     3.0%     3.0    5.0
                              9.5%    10.0%    10.0%    11.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                      4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8    9.0

Total Responses              23       23       23       23       21       21       22       22       23       23       23     23
Weighted Average (%)          9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4    9.3
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical
      issues


                                                                  AUTUMN 1996 15
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICE                                                                                                 SUMMARY OF WEIGHTED AVERAGE
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   
Urban/CBD                     9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1    9.2

   Class A - Leased Asset     9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5    9.5
   Class B - Leased Asset    10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3    9.7
   Class A - Value Added      9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9      7.6    8.9
   Class B - Value Added     10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.8%     3.3%     3.9%     8.0    8.8

Suburban                      9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0    8.8

   Class A - Leased Asset     8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9    9.7
   Class B - Leased Asset     9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6    9.6
   Class A - Value Added      9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2    8.0
   Class B - Value Added      9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2    8.0

- ------------------------------------------------------------------------------------------------------------------------------------
INDUSTRIAL
- ------------------------------------------------------------------------------------------------------------------------------------

Warehouse/Distribution        9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6   10.2

   Class A - Leased Asset     8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8   10.1
   Class B - Leased Asset     9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7   10.1
   Class A - Value Added      9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5   10.3
   Class 8 - Value Added     10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

Business Parks                9.4%     9.9%    10.0%    10.8%    12.3%    12.9%     3.4%     4.0%     3.2%     3.8%     8.3    9.6

   Class A - Leased Asset     9.0%     9.5%     9.8%    10.5%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class B - Leased Asset     9.3%     9.8%    10.0%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class A - Value Added      9.5%    10.2%    10.0%    10.8%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7    8.7
   Class B - Value Added      9.7%    10.3%    10.2%    11.0%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7    8.7

0ther Industrial/
  Manufacturing               9.2%     9.7%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

   Class A - Leased Asset     8.8%     9.3%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5   10.0
   Class B - Leased Asset     9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5   10.0
   Class A - Value Added      9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class B - Value Added      9.5%    10.0%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5

- ------------------------------------------------------------------------------------------------------------------------------------
RETAIL
- ------------------------------------------------------------------------------------------------------------------------------------

Neighborhood & Community
  Centers                     9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7    9.3

   Class A - Leased Asset     9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9    9.4
   Class B - Leased Asset     9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0    9.6
   Class A -  Value Added     9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5    9.0
   Class B - Value Added     10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

Power Center & "Big Box"      9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3   10.3

   Class A - Leased Asset     9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1   10.1
   Class B - Leased Asset     9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3   10.3
   Class A - Value Added      9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3   10.3
   Class B - Value Added      9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3      3.2%     3.7%     9.3   10.3

Regional Malls                9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8    8.9

   Class A - Leased Asset     7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1    9.6
   Class B - Leased Asset     9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6    8.6
   Class A - Value Added      9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2    9.2
   Class B - Value Added     10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2    8.2

Specialty Retail              9.5%    10.5%    10.8%    11.5%    12.0%    12.6      1.9%     4.0%     3.3%     4.0%    10.0   10.5

   Class A - Leased Asset     8.2%     9.0%     8.8%     9.7%    10.7%    11.3%     2.5%     4.0%     3.5%     4.0%     8.7   10.3
   Class B - Leased Asset     9.3%    10.3%    10.8%    11.5%    11.5%    12.5%     1.8%     4.0%     3.3%     4.0%    10.5   10.5
   Class A - Value Added     10.0%    11.0%    11.3%    12.0%    12.5%    13.0%     1.8%     4.0%     3.3%     4.0%    10.5   10.5
   Class B - Value Added     10.8%    11.8%    12.3%    13.0%    13.5%    13.5%     1.8%     4.0%     3.3%     4.0%    10.5   10.5

- ------------------------------------------------------------------------------------------------------------------------------------
RESIDENTIAL
- ------------------------------------------------------------------------------------------------------------------------------------

Apartments                    9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4    9.3

   Class A - Leased Asset     8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4    8.9
   Class B - Leased Asset     8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6   10.2
   Class A - Value Added      8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8    9.0
   Class B - Value Added      9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8    9.0
</TABLE>


16 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------

                       Single-Tenant NNN Leased Properties
                          (Excludes "Bondable" Leases)

                         Minimum No.  Going-In Cap Rate  Internal Rate of Return
                          of Years     Low       High       Low        High
                                      
Investment Grade Tenant               
- --------------------------------------------------------------------------------
                             4.0        9.0%      9.0%      10.0%      12.0%
                      ----------------------------------------------------------
                            10.0        8.0       9.0       10.5       11.5
                      ----------------------------------------------------------
                             5.0       10.5      10.5       13.0       13.0
                      ----------------------------------------------------------
                            10.0        9.0      10.5       13.0       15.0
                      ----------------------------------------------------------
                            10.0        8.5       9.0       10.5       12.0
                      ----------------------------------------------------------
                            10.0        9.5      10.0       10.5       11.5
                      ----------------------------------------------------------
                            10.0        8.5      11.0       10.8       12.0
                      ----------------------------------------------------------
                            10.0        9.5       9.5       11.0       11.0
                      ----------------------------------------------------------
                            20.0        9.0       9.0        N/A        N/A
                      ----------------------------------------------------------
                            10.0        8.0      10.0        N/A        N/A
- --------------------------------------------------------------------------------
Responses                   10.0       10.0      10.0        8.0        8.0
Average                      9.9        9.0%      9.8%      11.2%      12.3%
                                      
                                    
Non-Investment Grade 
  Tenant
- --------------------------------------------------------------------------------
                             4.0        9.5%      9.5%      10.5%      13.0%   
                      ----------------------------------------------------------
                            10.0        9.0      10.0       11.5       12.5    
                      ----------------------------------------------------------
                             5.0       13.0      13.0       15.0       15.0    
                      ----------------------------------------------------------
                            10.0       10.0      12.0       17.0       20.0    
                      ----------------------------------------------------------
                            10.0        9.0      10.0       11.0       13.0    
                      ----------------------------------------------------------
                            10.0       11.0      12.0       13.0       15.0    
                      ----------------------------------------------------------
                            10.0       10.5      10.5       13.0       13.0    
                      ----------------------------------------------------------
                            20.0       11.0      11.0       N/A        N/A     
                      ----------------------------------------------------------
                            10.0       10.0      12.5       N/A        N/A     
                      ----------------------------------------------------------
Responses                    9.0        9.0       9.0        7.0        7.0    
Average                      9.9       10.3%     11.2%      13.0%      14.5%   


                                                                  AUTUMN 1996 17
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                CAPITALIZATION RATES BLENDED INTERNAL EQUITY INTERNAL     GROWTH RATES    TYPICAL PROJECTION MANAGEMENT RESERVES FOR
                GOING-IN    TERMINAL   RATE OF RETURN RATE OF RETURN  INCOME      EXPENSES   PERIOD (YEARS)   FEES*     REPLACEMENT*
              ----------------------------------------------------------------------------------------------------------------------
               LOW   HIGH  LOW    HIGH   LOW    HIGH   LOW    HIGH  LOW   HIGH   LOW    HIGH   LOW   HIGH  LOW    HIGH  LOW   HIGH
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>   <C>   <C>    <C>   <C>   <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
LUXURY
- ------------------------------------------------------------------------------------------------------------------------------------

               8.0%  8.0% 10.0%  10.0%  18.0%  18.0%  25.0%  25.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  5.0%  5.0%
               7.0%  7.0% 10.0%  10.0%  15.0%  15.0%  20.0%  20.0%  7.0%  7.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               6.0%  9.5% 10.0%  10.0%  12.0%  15.0%  15.0%  18.0%  3.0%  3.0%   3.0%   3.0%   5.0   5.0   2.0%   4.0%  4.0%  4.0%
               8.0% 11.0%  8.5%  12.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
               --    --   11.0%  13.0%  15.0%  15.0%  18.0%  18.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   3.0%   3.0%  4.0%  4.0%
               6.0%  8.0% 10.0%  12.0%  13.0%  14.0%  20.0%  22.0%  3.0%  4.0%   3.0%   4.0%   5.0   5.0   2.0%   3.0%  4.0%  5.0%
               8.0% 12.0%  8.0%  10.0%  15.0%  15.0%  20.0%  20.0%  4.0%  4.0%   4.0%   4.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%

Responses      7     7     8      8      8      8      8      8     8     8      8      8      8     8     8      8     8     8
Average (%)    7.5%  9.3%  9.8%  10.9%  14.5%  15.3%  19.5%  20.1%  4.1%  4.3%   3.8%   3.9%   6.5   6.9   2.8%   3.3%  4.1%  4.4%

- ------------------------------------------------------------------------------------------------------------------------------------
FIRST CLASS
- ------------------------------------------------------------------------------------------------------------------------------------

               9.0%  9.0% 11.0%  11.0%  12.0%  12.0%  20.0%  20.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              10.0% 10.0% 10.0%  10.0%  --     --     13.0%  13.0%  3.0%  3.0%   3.0%   3.0%  10.0  10.0   3.0%   3.0%  4.0%  5.0%
               9.0%  9.0% 11.0%  11.0%  14.0%  14.0%  18.0%  18.0%  6.0%  6.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.5% 11.0% 11.0%  11.0%  15.0%  20.0%  18.0%  22.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   2.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 10.5%  13.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               7.0%  9.0% 10.0%  11.0%  11.5%  12.0%  14.0%  16.0%  4.0%  5.0%   3.0%   4.0%   5.0   5.0   2.5%   2.5%  5.0%  5.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
               9.0%  9.0% 10.5%  10.5%  21.0%  21.0%  14.0%  14.0%  4.0%  4.0%   3.0%   3.0%   7.0   7.0   3.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 11.0%  11.0%  --     --     --     --     3.5%  3.5%   3.5%   3.5%   5.0  10.0   2.0%   3.0%  4.0%  4.0%
              10.0% 10.0%  9.0%   9.5%  19.0%  19.0%  15.0%  15.0%  8.0%  8.0%   6.0%   6.0%  --    --     2.5%   2.5%  4.0%  4.0%
              10.0% 13.0% 12.0%  13.0%  25.0%  25.0%  20.0%  20.0%  3.5%  4.0%   3.5%   4.0%   5.0   5.0   3.5%   3.5%  4.0%  4.0%
              10.5% 10.5% 10.5%  10.5%  13.5%  13.5%  --     --     3.5%  3.5%   3.5%   3.5%  10.0  10.0   3.0%   3.0%  5.0%  5.0%
               8.0% 12.0%  8.0%  10.0%  15.0%  15.0%  20.0%  20.0%  4.0%  4.0%   4.0%   4.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%
Responses     13    13    13     13     11     11     11     11    13    13     13     13     12    12    13     13    13    13
Average (%)    9.3% 10.5% 10.4%  10.9%  15.8%  16.5%  17.3%  17.8%  4.2%  4.3%  3.7%   3.8%   6.6   7.3   2.8%   3.1%   4.2%  4.3%

- ------------------------------------------------------------------------------------------------------------------------------------
MID-RATE
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  18.0%  18.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.0%  11.0%  13.0%  13.0%  17.0%  17.0%  6.0%  6.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.5% 11.0% 11.0%  11.0%  15.0%  18.0%  17.0%  20.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   2.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 10.5%  13.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
Responses      5     5     5      5      5      5      5      5     5     5      5      5      5     5     5      5     5     5
Average (%)   10.0% 10.7% 11.0%  11.5%  14.2%  15.2%  18.0%  18.6%  4.2%  4.2%   3.7%   3.7%   6.4   7.0   2.9%   3.1%  4.0%  4.0%


              ----------------------------------------------------------------------------------------------------------------------
Total
Responses     25    25    26     26     24     24     24     24    26    26     26     26     25    25    26     26    26    26
Weighted
Average (%)    8.9% 10.1% 10.4%  11.1%  14.8%  15.7%  18.3%  18.8%  4.2%  4.3%   3.7%   3.8%   6.5   7.0   2.9%   3.2%  4.1%  4.2%
              ----------------------------------------------------------------------------------------------------------------------
</TABLE>

      *as percent of total revenues


18 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                CAPITALIZATION RATES BLENDED INTERNAL EQUITY INTERNAL     GROWTH RATES    TYPICAL PROJECTION MANAGEMENT RESERVES FOR
                GOING-IN    TERMINAL   RATE OF RETURN RATE OF RETURN  INCOME      EXPENSES   PERIOD (YEARS)   FEES*     REPLACEMENT*
              ----------------------------------------------------------------------------------------------------------------------
               LOW   HIGH  LOW    HIGH   LOW    HIGH   LOW    HIGH  LOW   HIGH   LOW    HIGH   LOW   HIGH  LOW    HIGH  LOW   HIGH
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>   <C>   <C>    <C>   <C>   <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
MID-RATE                                                                                                    HOTEL - LIMITED SERVICE
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  15.0%  15.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              12.0% 12.0% 12.0%  12.0%  13.0%  13.0%  17.0%  17.0%  3.0%  3.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               8.0% 10.0% 10.0%  10.0%  12.0%  15.0%  14.0%  16.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%
              11.0% 13.0% 11.5%  14.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.8%  11.8%  16.0%  16.0%  19.0%  19.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   4.0%   4.0%  4.5%  4.5%
              10.0% 13.0% 12.0%  13.0%  25.0%  25.0%  20.0%  20.0%  3.5%  4.0%   3.5%   4.0%   5.0   5.0   4.0%   4.0%  5.0%  5.0%

Responses      6     6     6      6      6      6      6      6     6     6      6      6      6     6     6      6     6     6
Average (%)   10.3% 11.5% 11.5%  12.1%  15.7%  16.5%  17.5%  17.8%  3.5%  3.6%   3.7%   3.8%   6.2   6.7   3.3%   3.5%  4.3%  4.4%

- ------------------------------------------------------------------------------------------------------------------------------------
ECONOMY
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  15.0%  15.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              13.0% 13.0% 13.0%  13.0%  13.0%  13.0%  17.0%  17.0%  3.0%  3.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.0% 11.0% 10.0%  10.0%  12.0%  15.0%  14.0%  16.0%  3.0%  3.0%   3.0%   3.0%   5.0   5.0   4.0%   5.0%  5.0%  5.0%
              11.0% 13.0% 11.5%  14.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.8%  11.8%  16.0%  16.0%  19.0%  19.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   4.0%   4.0%  4.5%  4.5%

Responses      5     5     5      5      5      5      5      5     5     5      5      5      5     5     5      5     5     5
Average (%)   10.8% 11.6% 11.7%  12.2%  13.8%  14.8%  17.0%  17.4%  3.5%  3.5%   3.9%   3.9%   6.4   7.0   3.4%   3.6%  4.3%  4.3%

Total
Responses     11    11    11     11     11     11     11     11    11    11     11     11     11    11    11     11    11    11
Weighted
Average(%)    10.6% 11.6% 11.6%  12.1%  14.7%  15.7%  17.3%  17.6%  3.5%  3.5%   3.8%   3.8%   6.3   6.8   3.4%   3.6%  4.3%  4.4%
</TABLE>

      *as percent of total revenues


                                                                  AUTUMN 1996 19
<PAGE>

                                         QUALIFICATIONS OF OF GERALD B. MCNAMARA
================================================================================

Professional Affiliations

            Member, Appraisal Institute (MAI Designation #9380) 
            Delaware Certified General Appraiser (Certificate #X1-0000050) 
            Maryland Certified General Appraiser (Certificate #10034) 
            New Jersey Certified General Appraiser (Certificate #RG 00811) 
            Ohio Certified General Appraiser (Certificate #391901) 
            Pennsylvania Certified General Appraiser (Certificate #GA-000267-L)
            Pennsylvania Real Estate Broker (License #AB-047948-L)

Real Estate Experience

            Associate Director of Cushman & Wakefield of Pennsylvania, Inc. and
            member of the firms' Retail Property Group which specialize in the
            valuation and investment counseling on shopping centers. Cushman &
            Wakefield is an international; full service real estate organization
            and a Rockefeller Group Company.

            Senior Appraiser, Cushman & Wakefield Valuation Advisory Services
            Department, specializing in a wide variety of commercial and
            industrial real estate appraisals and counseling assignments from
            January, 1989 to March, 1995.

            Staff Appraiser, Cushman & Wakefield Appraisal Division,
            specializing in commercial and industrial real estate appraisal and
            investment counseling throughout the nation from February, 1984 to
            December, 1988.

            Assistant Vice President, Branch Operations, Beneficial Savings
            Bank, Philadelphia, Pennsylvania, from February, 1973 to February,
            1984.

Formal Education

            Saint Vincent College, Latrobe, Pennsylvania 
                  Bachelor of Arts - 1972

            Temple University, Philadelphia, Pennsylvania 
                  Graduate Program in Finance - 1975-1978 
                  Required Courses of Study for State Licensure

            Appraisal Institute, Chicago, Illinois 
                  Required Courses of Study Leading to MAI Designation. 
                  Various Lectures and Seminars for Continuing Education 
                  Credits.

Qualified Expert Witness

            United States Bankruptcy Court, 
            Northeastern District of Pennsylvania

            Berks County, Pennsylvania 
            Board of Assessment Appeals

            City of Philadelphia 
            Board of Revision of Taxes
<PAGE>

================================================================================
DISPLAY THIS CERTIFICATE PROMINENTLY NOTIFY AGENCY WITHIN 10 DAYS OF ANY CHANGE

                          Commonwealth of Pennsylvania
                              Department of State
                Bureau of Professional and Occupational Affairs
                    P.O. BOX 2649, Harrisburg, PA 17105-2649

                                 Classification

                               GENERAL APPRAISER

                                     [SEAL]

 Certificate Number      Certification Date      Issued            Expires

   GA-000267 - L            AUG 19 1991        JUN 15 1995       JUN 30 1997


/s/ Gerald B McNamara
- -----------------------------------------------------
Signature

/s/ Dorothy Childress
- -----------------------------------------------------
Commissioner of Professional and Occupational Affairs


                                          Issued To:

                                          GERALD BRIAN MCNAMARA
                                          213 CLIVEDEN AVENUE
                                          GLENSIDE    PA 19038


   ALTERATION OF THIS DOCUMENT IS A CRIMINAL OFFENSE UNDER 18 PA.C.S.ss.4911
================================================================================
<PAGE>

                                            QUALIFICATIONS OF RICHARD W. LATELLA
================================================================================

PROFESSIONAL AFFILIATIONS

Member, American Institute of Real Estate Appraisers 
      (MAI Designation #8346)

New York State Certified General Real Estate Appraiser #46000003892 
Pennsylvania State Certified General Real Estate Appraiser #GA-001053-R 
State of Maryland Certified General Real Estate Appraiser #01462 
Minnesota Certified General Real Estate Appraiser #20026517

New Jersey Real Estate Salesperson (License #NS-1 30101-A)

Certified Tax Assessor - State of New Jersey

Affiliate Member - International Council of Shopping Centers, ICSC

REAL ESTATE EXPERIENCE

Senior Director, National Retail Valuation Services, Cushman & Wakefield
Appraisal Division. Cushman & Wakefield is a national full service real estate
organization and a Rockefeller Group Company. While Mr. Latella's experience has
been in appraising a full array of property types, his principal focus is in the
appraisal and counseling for major retail properties and specialty centers on a
national basis. As Senior Director of Cushman & Wakefield's Retail Group his
responsibilities include the coordination of the firm's national group of
appraisers who specialize in the appraisal of regional malls, department stores
and other major retail property types. He has personally appraised and consulted
on in excess of 150 regional malls and specialty retail properties across the
country.

Senior Appraiser, Valuation Counselors, Princeton, New Jersey, specializing in
the appraisal of commercial and industrial real estate, condemnation analyses
and feasibility studies for both corporate and institutional clients from July
1980 to April 1983.

Supervisor, State of New Jersey, Division of Taxation. Local Property and Public
Utility Branch in Trenton, New Jersey, assisting and advising local municipal
and property tax assessors throughout the state from June 1977 to July 1980.

Associate, Warren W. Orpen & Associates, Trenton, New Jersey, assisting in the
preparation of appraisals of residential property and condemnation analyses from
July 1975 to April 1977.
<PAGE>

================================================================================
DISPLAY THIS CERTIFICATE PROMINENTLY NOTIFY AGENCY WITHIN 10 DAYS OF ANY CHANGE

                          Commonwealth of Pennsylvania
                              Department of State
                Bureau of Professional and Occupational Affairs
                    P.O. BOX 2649, Harrisburg, PA 17105-2649

                                 Classification

                               GENERAL APPRAISER

                                     [SEAL]

 Certificate Number      Certification Date      Issued            Expires

   GA-001053 - R            JUN 21 1993        JUN 20 1995       JUN 30 1997



- -----------------------------------------------------
Signature

/s/ Dorothy Childress
- -----------------------------------------------------
Commissioner of Professional and Occupational Affairs


                                          Issued To:

                                          RICHARD WARREN LATELLA
                                          C&W INC
                                          51 WEST 52ND STREET
                                          NEW YORK     NY 10019


   ALTERATION OF THIS DOCUMENT IS A CRIMINAL OFFENSE UNDER 18 PA.C.S.ss.4911
================================================================================



================================================================================

                                APPRAISAL REPORT
                                 SHILO INN HOTEL

                                   Located At
                              780 LINDSAY BOULEVARD
                            IDAHO FALLS, IDAHO 83404

                                      As Of
                                DECEMBER 1, 1996

                                  Prepared for:
                                     KEYCORP
                           REAL ESTATE CAPITAL MARKETS
                          700 FIFTH AVENUE, 52nd FLOOR
                            SEATTLE, WASHINGTON 98104

                                  Prepared by:
                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106

================================================================================
<PAGE>

                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106
                            TELEPHONE: (818) 795-5087

December 9, 1996

Mr. David Thatcher
Senior Vice President
KeyCorp
Real Estate Capital Markets
700 Fifth Avenue, 52nd Floor
Seattle, Washington  98104

Re:  Appraisal Report of Shilo Inn
     780 Lindsay Boulevard
     Idaho Falls, Idaho   83404

Dear Mr. Thatcher:

In conjunction with the above captioned appraisal report ("Report"), we have
conducted the required investigation, gathered the necessary data, and made
certain analyses that were used in forming the opinion of the market value of
the above referenced Property.

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral to secure a proposed
loan. This Report is intended to comply with the requirements of the Uniform
Standards of Professional Appraisal Practice (USPAP), as promulgated by the
Appraisal Standards Board of the Appraisal Foundation.

The purpose of this Report is to express our opinion of the market value of the
Property subject to the definitions of value, the assumptions and limiting
conditions and the certification contained in the attached Report. The Report:

     o    May be relied upon by Merrill Lynch Mortgage Capital Inc. in
          determining whether to make a loan(s) evidenced by a note ("Property
          Note") secured by the Property;

     o    May be relied upon by any purchaser in determining whether to purchase
          the Property Notes for these transactions from Merrill Lynch Mortgage
          Capital Inc.;

     o    May be relied upon by any Rating Agency in rating securities issued by
          Merrill Lynch Mortgage Capital Inc. and representing an interest in
          the Property Notes;


                                                                          Page i
<PAGE>

Mr. David Thatcher
December 9, 1996
Page -2-

     o    May be included with and referred to in materials offering the
          Property Notes or an interest in the Property Notes for sale.

The subject property is a hotel complex which contains 162 rooms, and an
O'Callahan's Restaurant and Lounge and Conference Center. The property is
located at 780 Lindsay Boulevard, in the City of Idaho Falls, Bonneville County,
Idaho 83404. It is situated in the north central part of the city. The site has
approximately 600 feet of frontage on Lindsay Boulevard.

The subject has a total site area of 324,170 SF (7.44 acres), including the site
of the O'Callahan's Restaurant and the Shilo Conference Center. The improvements
consist of one, four-story, Good quality, Class D building, and one, one-story,
Good quality, Class D building which collectively encompass 162,857 SF (gross)
of improved building area. The main hotel building consists of 161 guest suites
plus a managers unit, and common area amenities including, a Pool & Spa; three
meeting rooms; an exercise gym, steam and sauna rooms and men's and women's
locker room/restrooms. The restaurant has three meeting rooms and an adjoining
lounge. The Conference Center can be divided into six rooms and seat a total of
about 800 diners. The property is owned and operated by the Shilo Inn Hotel
Group (Mark S. Hemstreet).

The subject property and comparables were last inspected November 8, 1996. Based
on the investigation and analysis outlined in the report and subject to the
assumptions and limiting conditions as set forth within the context of this
report, the estimated market value of the Fee Simple Estate, as a going concern
with existing furniture, fixture and equipment, As Is, as of December 1, 1996
was:

                                   $10,200,000
                    TEN MILLION TWO HUNDRED THOUSAND DOLLARS

The report that follows sets forth the identification of the property, the
assumptions and limiting conditions, pertinent facts regarding the area and the
subject property, comparable data and the reasoning leading to the conclusions
set forth.

Sincerely,


/s/ M. Hammad
M. Hammad, MAI
Certified General Appraiser
CA No. AG002849
ID No. CGAP-247


                                                                         Page ii
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

                                TABLE OF CONTENTS

ASSUMPTIONS AND LIMITING CONDITIONS                                            V

SALIENT FACTS AND CONCLUSIONS                                                VII

SUBJECT PHOTOGRAPHS                                                            8

IDENTIFICATION OF THE PROPERTY                                                17

PURPOSE OF THE APPRAISAL                                                      17

FUNCTION OF THE APPRAISAL                                                     17

DATE OF VALUATION                                                             18

HISTORY AND OWNERSHIP                                                         18

SCOPE OF THE ASSIGNMENT                                                       18

MARKETING AND EXPOSURE PERIODS                                                18

AMERICAN DISABILITIES ACT COMPLIANCE                                          19

PROPERTY RIGHTS APPRAISED                                                     19

HAZARDOUS MATERIAL STATEMENT                                                  19

COMPETENCY PROVISION                                                          20

DEFINITIONS                                                                   20

REGIONAL OVERVIEW                                                             22

AREA DESCRIPTION                                                              32

HOTEL INDUSTRY OVERVIEW                                                       34

SITE DESCRIPTION                                                              41

PLAT MAP                                                                      45


- ----------------------------------
James Ratkovich & Associates, Inc.                                           iii
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

TABLE OF CONTENTS (CONTINUED)

IMPROVEMENT DESCRIPTION                                                       46

HIGHEST AND BEST USE ANALYSIS                                                 56

VALUATION                                                                     60

COST APPROACH                                                                 63

DIRECT COMPARISON APPROACH                                                    78

INCOME APPROACH                                                               92

RECONCILIATION AND FINAL VALUE CONCLUSIONS                                   111

CERTIFICATIONS                                                               113

APPRAISER'S QUALIFICATIONS

ADDENDA

Restaurant Lease
Historical Operating Data
Smith Travel Research Hotel Operating Statistics
PKF Industry Standards
Smith Travel Research Report


- ----------------------------------
James Ratkovich & Associates, Inc.                                            iv
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

                        Assumptions & Limiting Conditions

The analysis of the property is predicated upon the following assumptions and
conditions:

The date of value to which the opinions expressed in this report apply is set
forth in the letter of transmittal. The Appraiser assumes no responsibility for
economic or physical factors occurring at some later date which may affect the
opinions herein stated.

No opinion is intended to be expressed for legal matters or that would require
specialized investigation or knowledge beyond that ordinarily employed by real
estate appraisers, although such matters may be discussed in the report.

No opinion as to title is rendered. Data on ownership and the legal description
were obtained from sources generally considered reliable. Title is assumed to be
marketable and free and clear of all liens and encumbrances, easements, and
restrictions except those specifically discussed in the report.

The property is appraised assuming it to be under responsible ownership and
competent management and available for its highest and best use.

No engineering survey has been made by the Appraiser. Except as specifically
stated, data relative to size and area were taken from sources considered
reliable, and no encroachment of real property improvements is assumed to exist.

Maps, plats, and exhibits included herein are for illustration only, as an aid
in visualizing matters discussed within the report. They should not be
considered as surveys or relied upon for any other purpose.

No opinion is expressed as to the value of subsurface oil, gas, or mineral
rights and the property is not subject to surface entry for the exploration or
removal of such material except as expressly stated.

Testimony or attendance in court or at any other hearing is not required by
reason of rendering this appraisal unless such arrangements are made and
compensation is agreed in advance.

No soil studies covering the subject property were available to the Appraiser,
therefore, assumptions as to soil qualities employed in this report are not
conclusive but have been considered consistent with information available to the
Appraiser.

Earthquakes are not common in the area. No responsibility is assumed due to
their possible effects on individual properties unless detailed geological
reports are made available.

The property has been personally inspected by the appraisers so designated in
the Certification and have found no obvious evidence of structural deficiencies
except as stated in the report; however, no responsibility for hidden defects or
conformity to specific governmental requirements such as fire, building and
safety, earthquake, or occupancy codes can be assumed without provision of
specific professional or governmental inspections.


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James Ratkovich & Associates, Inc.                                             v
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780 Lindsay Boulevard, Idaho Falls, ID

Assumptions & Limiting Conditions (continued)

No consideration has been given in this appraisal to personal property located
on the premises unless specifically addressed within this report. Only real
property items have been considered unless specifically mentioned.

The rental areas herein discussed have been calculated in accord with standards
developed by the American Standards Association as included in Real Estate
Terminology.

This report is based, in part, upon information assembled from a wide range of
sources. An impractical and uneconomic expenditure of time would be required in
attempting to furnish unimpeachable verification in all instances, particularly
as to market related information, therefore, the incorporated data cannot be
guaranteed.

The dollar amount of any value opinion herein rendered is based upon the
purchasing power of the United States dollar existing at the date of value.

The Appraiser reserves the right to make such adjustments to the valuation
herein reported as may be required by consideration of additional or more
reliable data that may become available.

In the event this report is placed in the hands of a third party, such party
must be made cognizant of any and all limiting conditions resulting from the
basis of our employment and discussions related thereto as well as those set
forth herein.

When improvements are labeled proposed or when development type properties are
concerned, the property has been appraised subject to certain assumptions as to
the quality and nature of the completed buildings, tenant improvements, land
improvements or infrastructure. The basis for these assumptions were provided by
the client, his representative, or government officials. Any deviation from
these specifications will render the conclusions, which are based on those
assumptions, useless and void.

Hazardous substances, if present within a facility, can introduce an actual or
potential liability that will adversely affect the marketability and value of
the facility. Such liability may be in the form of immediate recognition of
existing hazardous conditions requiring correction and the future obligation
that can stem from the release of currently non-hazardous contaminants, such as
asbestos fibers or toxic vapors from urea formaldehyde foam insulation, through
aging or building renovations. In the development of our opinion of value, no
consideration has been given to such liability or its impact on value. The
Appraiser is not qualified to make an investigation to determine the possible
presence of toxic materials requiring either immediate or future correction.
There are experts in this special field who can conduct such investigations and
provide guidance regarding the impact of toxic materials that may be present in
the subject property.

Disclosure of the contents of this appraisal report is governed by the bylaws
and regulations of the Appraisal Institute. Neither all nor any part of the
contents of this report (especially any conclusions as to value, the identity of
the appraisers or the firm with which they are connected, or any reference to
the Appraisal Institute or the MAI, SRPA, RM, SRA, or SREA designations) shall
be disseminated to the public through advertising media, public relations media,
news media, sales media, or any other public means of communication without the
prior written consent and approval of the undersigned.


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James Ratkovich & Associates, Inc.                                            vi
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780 Lindsay Boulevard, Idaho Falls, ID

                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS

LOCATION:                           Shilo Inn
                                    780 Lindsay Boulevard
                                    Idaho Falls, Idaho  83404

ASSESSOR'S PARCEL NO.:              RPA2130001001O  Hotel Real Estate
                                    PP1SHILINN01A   Hotel Personal Property
                                    PP1SHILLIN02A   Restaurant Personal Property

PROPERTY RIGHTS APPRAISED:          Fee Simple Estate

OWNER OF RECORD:                    Mark S. Hemstreet

PROPERTY TYPE:                      162 Unit All Suites Hotel

ZONING:                             HC-1, Limited Retail and Service Business;
                                             City  of Idaho Falls, Idaho

SITE AREA:                          7.44 acres; (324,170 square feet)

IMPROVEMENTS:                       The subject improvements consists of one,
                                    four-story, good quality, Class D, double
                                    wall constructed hotel buildings with 162
                                    rooms encompassing 162,857 square feet
                                    gross. The hotel totals 107,390 square feet
                                    and the restaurant & conference center total
                                    55,467 square feet.

HIGHEST AND BEST USE:               As Vacant:   Commercial development
                                    As Improved: Existing Hotel Use

VALUE CONCLUSIONS:
  Land Value:                       $1,460,000
  F F & E:                          $567,000 ($3,500/room)
  Cost Approach:                    $14,070,000
  Direct Sales Comparison:          $10,600,000
  Income Capitalization Approach:   $10,200,000
                                    
  Final Value Estimate              $10,200,000
                                    
ESTIMATED MARKETING TIME:           Twelve Months

LAST DATE OF INSPECTION:            November 8, 1996

DATE OF VALUE:                      December 1, 1996


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James Ratkovich & Associates, Inc.                                           vii
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780 Lindsay Boulevard, Idaho Falls, ID

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  View of front of subject motel building looking east across Lindsay Boulevard

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     View of subject conference center looking east across Lindsay Boulevard

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James Ratkovich & Associates, Inc.


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780 Lindsay Boulevard, Idaho Falls, ID

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 View of rear of subject from Memorial Drive looking west across the Snake River

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View from typical balcony room looking southeast across the Porter Canal and the
Snake River toward the Central Business District (LDS Temple in right midground)


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James Ratkovich & Associates, Inc.                                             9
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780 Lindsay Boulevard, Idaho Falls, ID

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                                [PHOTO OMITTED]

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           Front and north end view of subject looking southeast from
                         adjoining (north) Quality Inn

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     Front and south end view of subject looking northeast adjoining (south)
             Sandpiper restaurant Convention Center is in foreground


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James Ratkovich & Associates, Inc.                                            10
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780 Lindsay Boulevard, Idaho Falls, ID

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                                [PHOTO OMITTED]


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   Rear and north end view of subject looking southwest from the Porter Canal

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            Rear and south end view of subject looking northwest from
                           southeast property corner


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James Ratkovich & Associates, Inc.                                            11
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780 Lindsay Boulevard, Idaho Falls, ID

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                                [PHOTO OMITTED]

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              Representative view of interior of typical King Suite

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              Representative view of interior of typical Queen room


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James Ratkovich & Associates, Inc.                                            12
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780 Lindsay Boulevard, Idaho Falls, ID

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                 Interior view of second room in Shilo Inn suite

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  Representative interior view of meeting room (one of three) in hotel building


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James Ratkovich & Associates, Inc.                                            13
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780 Lindsay Boulevard, Idaho Falls, ID

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                                [PHOTO OMITTED]

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                  Representative interior view of Pool/Spa area

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              Representative interior view O'Callahan's restaurant


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James Ratkovich & Associates, Inc.                                            14
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780 Lindsay Boulevard, Idaho Falls, ID

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                                [PHOTO OMITTED]

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                Representative interior view O'Callahan's lounge

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                Representative interior view of conference center


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James Ratkovich & Associates, Inc.                                            15
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780 Lindsay Boulevard, Idaho Falls, ID

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                                [PHOTO OMITTED]

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                  Representative view of the restaurant kitchen

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                 Street scene on Lindsay Boulevard looking north


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James Ratkovich & Associates, Inc.                                            16
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780 Lindsay Boulevard, Idaho Falls, ID

                         IDENTIFICATION OF THE PROPERTY

The subject property, known as the Shilo Inn is located at 780 Lindsay
Boulevard, just southeast of the U. S. Highway 20 interchange and north of
Broadway Street in Idaho Falls, Idaho. The subject site is irregularly shaped,
primarily rectangular, and is bounded on the west property line by Lindsay
Boulevard. The subject site has approximately 600 feet frontage on Lindsay
Boulevard at a depth of 518 feet.

Legal Description

The subject property is legally described as Lot 1, Block 1, Shilo Inn
Subdivision in the City of Idaho Falls, Idaho.

                            PURPOSE OF THE APPRAISAL

The purpose of the appraisal is to express our opinion of the market value,
"As-is" of the Fee Simple Estate, of the going concern, in the subject property,
as of the stated appraisal date.

                            FUNCTION OF THE APPRAISAL

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral for a proposed loan for
its underwriting purposes. This appraisal is intended to comply with the
requirements of the Uniform Standards of Professional Appraisal Practice
(USPAP), as promulgated by the Appraisal Standards Board of the Appraisal.

     o    May be relied upon by KeyCorp and Merrill Lynch Mortgage Capital Inc.
          in determining whether to make a loan(s) evidenced by a note
          ("Property Note") secured by the Property;

     o    May be relied upon by any purchaser in determining whether to purchase
          the Property Notes for these transactions from Merrill Lynch Mortgage
          Capital Inc.;

     o    May be relied upon by any Rating Agency in rating securities issued by
          Merrill Lynch Mortgage Capital Inc. and representing an interest in
          the Property Notes;

     o    May be included with and referred to in materials offering the
          Property Notes or an interest in the Property Notes for sale.


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James Ratkovich & Associates, Inc.                                            17
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

                                DATE OF VALUATION

The date of valuation is December 1, 1996. The subject and the comparables were
last inspected on November 8, 1996.

                              HISTORY AND OWNERSHIP

The apparent owner of the subject property is Mark Hemstreet who purchased the
property in 1987 and developed the improvements in 1988.

                             SCOPE OF THE ASSIGNMENT

This appraisal has been made in accordance with the accepted techniques,
standards, methods and procedures as stated in the Uniform Standards of
Professional Appraisal Practice of the Appraisal Institute. The value set forth
herein was estimated after application and analysis by the Direct Sales
Comparison Approach to value and an Income Approach analysis using
capitalization and discounting methods.

The appraiser researched the market for sales of vacant land similar to the
subject's land. This was added to the estimated depreciated cost to build the
improvements to arrive at a reasonable Cost Approach to value. The subject
market area was surveyed to obtain an indication of overall market rents,
typical expenses and occupancy levels, in order to analyze the subject income
stream for the Income Approach to value. Additionally, sales of improved
properties similar to the subject property were analyzed to determine both the
demand for and to estimate market value of the subject property. The three
approaches were correlated to arrive at a final value. This is a complete
appraisal/self contained report. All the data gathered was verified and adjusted
according to superiority or inferiority relative to the subject property in
order to obtain a value indication for the subject property.

                         MARKETING AND EXPOSURE PERIODS

According to Korpacz Real Estate Investor Survey, Second Quarter 1996, the
average marketing time for national investment property is 9.89 months as
compared to 11.01 months a year prior. According to CB Commercial Investor
Survey, First Quarter 1996, the marketing time for hotels ranges between 6-18
months and averages 8.4 months. Sales used in our market approach analysis
indicate a range between 1 and 12 months marketing time. Hotel and motel brokers
indicate that properties similar to the subject are expected to have marketing
periods of approximately 9 to 12 months. This appraisal is based on a 12 month
marketing period. Exposure period is a retrospective indication of market time
and for the subject property is estimated to be the same as the marketing
period.


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James Ratkovich & Associates, Inc.                                            18
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780 Lindsay Boulevard, Idaho Falls, ID

                      AMERICAN DISABILITIES ACT COMPLIANCE

The subject property is appraised without a specific compliance survey having
been constructed to determine if the property is or is not in conformance with
the requirements of the Americans with Disabilities Act (ADA). The presence of
architectural and communications barriers that are structural in nature that
would restrict access by disabled individuals may adversely affect the
property's value, marketability or utility.

                            PROPERTY RIGHTS APPRAISED

The rights in realty are typically identified with respect to properties such as
the subject are the Fee Simple, Leased Fee, and Leasehold Estate. These are
defined as follows:(1)

Fee Simple Estate: An absolute fee; a fee without limitations to any particular
class of heirs or restrictions, but subject to the limitations of eminent
domain, escheat, police power and taxation. An inheritable estate.

Leased Fee Estate: A property held in fee with the right of use and occupancy
conveyed by lease to others. A property consisting of the right to receive
rentals over a period of time, plus the right of ultimate repossession at the
termination of the lease.

Leasehold Estate: A property held under tenure of lease. The right of use and
occupancy of real property by virtue of a lease agreement. The right of a lessee
to use and enjoy real estate for a stated term and upon certain conditions, such
as the payment of rent.

The property rights appraised within the context of this report are described as
the Fee Simple Estate.

                          HAZARDOUS MATERIAL STATEMENT

In this appraisal assignment, unless otherwise stated, the existence of
potentially hazardous material used in the construction or maintenance of the
building, such as the presence of toxic waste, which may or may not be present
on the property, was not observed by the appraiser; nor do we have any knowledge
of the existence of such materials on or in the property. The appraiser is not
qualified to detect such substances. The presence of potentially hazardous
insulation may have an effect on the value of the property. The value estimate
is predicated on the assumption that there is no such material on or in the
property that would cause a loss in value. No responsibility is assumed for any
such conditions, or for engineering or scientific knowledge required to discover
such materials. The client is urged to retain an expert in this field, if so
desired.

- ----------
(1) Real Estate Terminology; American Institute of Real Estate Appraisers; Burl
N. Boyce, Ph.D.; Ballinger Company; 1975.


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James Ratkovich & Associates, Inc.                                            19
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780 Lindsay Boulevard, Idaho Falls, ID

                              COMPETENCY PROVISION

We attest that the writer of this report has attained a level of competency
necessary to complete the assignment in a diligent manner, utilizing all the
commonly recognized analysis techniques considered normal for a prudent
evaluation effort. The reader is referred to the appraisers' qualifications in
the addenda for further confirmation of the appraisers' training and background.

Definitions

"(2) 'Market value'(2) means:

    (i) The most probable price which a property should bring in a competitive
    and open market under all conditions requisite to a fair sale, the buyer and
    seller, each acting prudently, knowledgeably and assuming the price is not
    affected by undue stimulus. Implicit in this definition is the consummation
    of a sale as of a specified date and the passing of title from seller to
    buyer under conditions whereby:

          A.   buyer and seller are typically motivated;

          B.   both parties are well informed or well advised, and each acting
               in what he considers his own best interest;

          C.   a reasonable time is allowed for exposure in the open market;

          D.   payment is made in terms of cash in US dollars or in terms of
               financial arrangements comparable thereto; and

          E.   the price represents a normal consideration for the property sold
               unaffected by special or creative financing or sales concessions
               granted by anyone associated with the sale.

(ii) Adjustments to the comparables must be made for special or creative
financing or sales concessions. No adjustments are necessary for those costs
that are normally paid by sellers as a result of tradition or law in a market
area; these cost are readily identifiable since the seller pays these costs in
virtually all sales transactions. Special or creative financing adjustments can
be made to the comparable property by comparisons to financing terms offered by
a third party institution lender that is not already involved in the property or
transaction. Any adjustment should not be calculated on a mechanical dollar for
dollar cost of the financing or concession, but the dollar amount of any
adjustment should approximate the market's reaction to the financing or
concessions based on the appraiser's judgment."

Going Concern Value

According to the Dictionary of Real Estate Appraisal, Third Edition, going
concern value is defined as: the value created by a proven operation; considered
as a separate entity to be valued with a specific business establishment.

- ----------
(2) This definition of market value is predicated on the Uniform Standards of
Professional Appraisal Practice (USPAP) and fully complies with those
requirements mandated by the Office of Thrift Supervision (OTS), Office of the
Comptroller of Currency (OCC), Federal Deposit Insurance Corporation (FDIC),
National Credit Union Administration (NCUA), Federal Home Loan Bank Board
(FHLBB), and the Resolution Trust Corporation (RTC).


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James Ratkovich & Associates, Inc.                                            20
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780 Lindsay Boulevard, Idaho Falls, ID

                                  Regional Map

                               [GRAPHIC OMITTED]


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James Ratkovich & Associates, Inc.                                            21
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780 Lindsay Boulevard, Idaho Falls, ID

                                REGIONAL OVERVIEW

Location

Idaho Falls is located in the western part of Bonneville County, and is situated
in the Upper Snake River Valley. The surrounding towns of Ammon, Iona, Lincoln
and Ucon are "bedroom" communities of Idaho Falls. Boise, the capitol of Idaho,
is 272 miles west of Idaho Falls. Salt Lake City, Utah is 224 miles south and
Pocatello is fifty miles south. The Upper Snake River Valley plain is a fertile
agricultural region in the northern Rocky Mountains lying just west of the
Continental Divide. Soils in the area are loams and sandy loams of loess and
alluvial deposits overlying basaltic lava flows. Where irrigated, these soils
are capable of producing good to excellent crops of potatoes, hay, grains and
sugar beets, along with other secondary cash crops. With the closure of local
processing facilities, sugar beets have not been an economic crop for about
twenty years.

Idaho Falls, first known as Eagle Rock, originated in the 1860's as a crossing
point on the Snake River for miners traveling north from Salt Lake City to the
gold mines of Idaho and Montana. A railroad crossing was built in 1880 and the
community continued to develop with a variety of services related to the mining
and trading industries of the area. Agricultural development followed with
cultivation of the surrounding lands of the Snake River plain. About 42% of the
county's land area is in private ownership. The remainder is state or federally
owned, primarily in national forests.

The Idaho Falls community has continued to grow and is presently the second
largest urban area in the state. The city serves as a focal point for farming
and ranching areas and related food processing and transportation industries.
The Idaho National Engineering Laboratory west of Idaho Falls originated in
1949. That facility expanded with development of a variety of nuclear energy
research facilities relating to civilian and defense programs. It remains a
major economic factor of the region, although the role of many programs has
changed in the recent past, and several others have been dropped and new ones
added, particularly in the fields of environmental remediation and waste
management.


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James Ratkovich & Associates, Inc.                                            22
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780 Lindsay Boulevard, Idaho Falls, ID

AREA AND REGIONAL DATA  (continued)

Access and Transportation:

Primary highway access to Idaho Falls is via Interstate 15 which runs north
through Butte and south through Salt Lake City. Travel to the state capitol is
via Interstate 84. Other major highways intersecting at Idaho Falls include U.
S. Highway 91, which runs north through Montana and south through Utah, U. S.
Highway 20, which runs west to Mountain Home and U. S. Highway 26, which runs
east through central Wyoming. Overall, highway access to the city from most
geographical regions is good. Rail traffic throughout southern Idaho is
moderately extensive and is operated by the Union Pacific Railroad, a main line
of which extends through Idaho Falls. Several spur lines have been removed in
some of the smaller outlying communities; however, the main rail line through
Idaho Falls will continue to serve the area for the foreseeable future.

Climate:

The region has a semi-arid mountain valley climate; annual temperatures in the
Idaho Falls area range from a maximum in the summer of near 100(Degree) to a low
in the winter months of -20(Degree) with rare daily extremes being somewhat
above or below these temperatures. Average annual temperature is 44(Degree).
Average annual precipitation is approximately 9.8 inches and the growing season
is typically about 120 days, running from late May through late September. The
mountain watersheds provide sufficient runoff to replenish the ground water for
deep well irrigation and the major surface stream drainages. Additionally,
runoff is harnessed for significant hydroelectric production throughout the
region by the Bonneville Power Administration, various power companies, and the
city.

Government and Services:

Idaho Falls, the Bonneville County seat, has a mayor-council form of government
and a well organized city fire and police department. The city and county have
adopted comprehensive zoning ordinances, as well as long range development
plans. The state of Idaho has a general income tax, sales tax and ad valorem
property taxes. In Idaho Falls, the property tax levy has been about 2.5% to
2.9% of assessed market value in the recent past with a decrease in the rate for
1995 to 2.6%.

The infrastructure of the city is generally well constructed and maintained.
Roadways are generally adequate with some congestion developing at peak times
along the more intensively developed part of 17th Street near the east city
limits. The city furnishes full sewer, water and garbage service, a full storm
drainage system, street lighting and fire hydrant water. In addition, the city
generates approximately about 50% of the current total consumption of
electricity from its four hydroelectric sites on the Snake River. Areas outside
of the city limits are served by Utah Power & Light at significantly higher
rates. Natural gas, telephone and cable television service are all typical of
these smaller metropolitan areas. Idaho Falls has two television stations and
several radio stations.


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James Ratkovich & Associates, Inc.                                            23
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780 Lindsay Boulevard, Idaho Falls, ID

AREA AND REGIONAL DATA  (continued)

The city and county have two secondary school districts. District 91, which
covers the city of Idaho Falls, has thirteen elementary schools, three junior
high schools and two senior high schools. District 93 is organized over the
remainder of the county and has eight elementary schools, two junior high
schools and two senior high schools. Idaho Falls is the site of the Eastern
Idaho Technical College, a vocational school.

Construction has been completed on the first phase of University Place, a higher
education center at the north city limits. Two years of college credit are now
available in a limited number of subjects there. A new, 246 bed regional
hospital began service in 1986, replacing two older community hospitals. A major
expansion, including two medical office buildings and an outpatient services
wing, have been completed there.

City Growth and Development:

The city of Idaho Falls is generally laid out in an east to west direction, but
is expanding to the southeast. The town of Ammon is located adjacent east of
Idaho Falls and tends to encourage growth at that end of the city. The central
business district is located adjacent east of the Snake River. The street system
is of average quality and historically of a primarily rectangular pattern, with
the exception of most newer residential subdivisions. These have more
contemporary street designs for traffic safety and noise abatement.

New commercial buildings are being constructed at unimproved suburban sites.
Many retail businesses have left the downtown area due to competition from
shopping centers which have been built at peripheral locations near the north
central city limits and on East 17th Street where the Grand Teton Mall was built
in 1982. A significant number of other retail developments have been built in
this area since then. There is currently little redevelopment occurring in the
city. As a result, the tenant mix in the city center has become more service
oriented. Two new banks have recently been built at the fringe of the downtown
area and branch banks have recently been constructed along East 17th Street and
near the DOE and Lockheed office complexes at the north city limits.

Extensive renovation and conversion of several older downtown buildings to good
quality offices has occurred in the last four years with subsequent quick
rent-up and sustained high occupancy. Otherwise, professional office buildings
are being constructed primarily in the southeast part of the city with a smaller
amount of west side development. Light industrial development has occurred and
is occurring predominantly at the north, south and south-central city limits.
There are few heavy-industrial operations in the immediate area. Exceptions are
three local concrete plants and one concrete products manufacturer. Industrial
development has slowed significantly in the recent past. An exception is the
recently completed Anheuser-Busch malting barley plant, a $50 million facility
at the (extended) south city limits. Another industrial park is proposed in that
area.


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James Ratkovich & Associates, Inc.                                            24
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780 Lindsay Boulevard, Idaho Falls, ID

AREA AND REGIONAL DATA  (continued)

Demographics:

The 1994 census estimated the Idaho Falls population at 49,928, up from about
39,590 in 1980. Since 1960, it has grown at an average annual rate of just under
1% per year. However, from 1990 to 1992, the population grew by 2.7%. It is
projected to grow at an annual rate of approximately 1% through the year 2010.
The 1992 Bonneville County population was 74,150, up from about 66,000 in 1980,
and has averaged over 1.4% per year since 1960 with the growth rate projected to
decrease to about .5% through 2010.

About 60% of the Bonneville county population lives in Idaho Falls. About 91% of
the total county population lives in the Idaho Falls CCD, the area immediately
surrounding the city. Over the last thirty years, the county has experienced a
higher average growth rate than the city, but those rates of growth appear to
have been about equal for the last ten to fifteen years. As shown in the chart
below, the population is relatively young and is well-educated. The high level
of education of the populace is related primarily to technical and engineering
operations at the Idaho National Engineering Laboratory. The unemployment level
is low as is the percent of population living in poverty.

Economy:

The economic base of Idaho Falls and the surrounding area is dependent on
agriculture and related industries. Research operations at the Idaho National
Engineering Laboratory of the Department of Energy in Idaho Falls and on the
desert west of Idaho Falls are a major part of the economy. The DOE has a full
time work force which averaged about 38% of the overall non-agricultural,
civilian county work force at its peak. About 68% of DOE employment comes from
Bonneville County. Total INEL employment is about 8,500, down from its peak of
about 12,900 in 1992. Otherwise, there is a relatively broad range of employers
in the community. Those based primarily in Idaho Falls, including those at the
INEL, are as follows:

Over 1,000 employees:

  Lockheed Idaho Technologies
  School District No. 91
  Eastern Idaho Regional Medical Center
  Melaleuca, Inc.

500 to 1,000 employees:

  Argonne National Laboratory
  School District No. 93
  City of Idaho Falls
  MK Ferguson


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James Ratkovich & Associates, Inc.                                            25
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780 Lindsay Boulevard, Idaho Falls, ID

AREA AND REGIONAL DATA  (continued)

250 to 500 employees:

Department of Energy

100 to 250 employees:

Albertson's
Bingham Mechanical
the Bon
Bonneville county
Fred Meyer

Because of the research-related nature of projects at the INEL, the work force
is highly educated. As a result, income levels are relatively high as shown in
the following chart, based in part on 1990 data.

                                 IDAHO        BONNEVILLE     IDAHO      UNITED
                                 FALLS          COUNTY       STATE      STATES
- --------------------------------------------------------------------------------

  Median Age (1992) -             29.9            28.7        31.5       32.9

  Household size -                2.82            3.08        2.85       3.13

  Education -
    Undergraduate Degree:         17.5%           16.1%       12.4%      13.1%
    Graduate Degree:               8.2%            7.2%        5.3%       7.2%

  Per Capita Income
    (% of U.S.) -                 94.9% (est.)    88.6%       81.6%     100.0%

  Effective Buying Income
    (% of U.S.) -                108.5%          110.6%       89.8%     100.0%

  Poverty Level -                 10.5%            9.9%       13.3%      13.1%

    Unemployment Rate -            n/a             4.2%        4.4%       5.9%

Employment Trends:

Population growth in the city has been fairly uniform and an average growth rate
projection over the longer term, at about 1% per year, is considered probable.
Community growth will most likely be cyclical, as it has been in the past and as
the national economy has fluctuated. Largely because of the INEL, the population
is well educated and has sustained the purchasing power of the area and
encouraged a strong commercial economy. However, as the national budget deficit
has worsened, and the defense requirements of the country have decreased due to
changes in the international environment, cutbacks at the INEL have been
announced. These have affected and will continue to affect existing projects
there, along with their attendant work forces. Because the operations of the
INEL are dependent on political processes, rather than economic forces, the
outlook for the future impact on the local economy is indeterminate. 


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James Ratkovich & Associates, Inc.                                            26
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

AREA AND REGIONAL DATA (continued)

Some of the recent changes at the INEL have included
cutbacks to some operations at the Idaho Chemical Processing Plant and operation
of the Naval training facility. Most of this reduction has been general and
through attrition. The Navy has placed its two training reactors on standby,
eliminating about 1,800 personnel from a current total of 2,250. The remainder
of that work force will continue there for several years as part of a shutdown
crew. Other recent cutbacks include a project run by Babcock and Wilcox which
produces tank armor, eliminating part of a 480 person work force.

As part of its contract negotiations, Lockheed conducted a voluntary retirement
initiative which reduced its work force by 1,250 in 1995. Congress has recently
voted to shut down operations at the Integral Fast Reactor program which is an
experimental breeder reactor project designed to consume nuclear fuel and
produce inexpensive electricity in the process. This facility is run by Argonne
and is independent of most operations managed by Lockheed. The shutdown will
require several years. However, funding for a sizable portion of the current 900
jobs there in alternative programs was recently announced and will replace many
of those which would otherwise be lost as a result of the announced cutbacks.

There are other possible and likely offsets to these announced reductions, such
as conversion of ICPP to waste management operations, including vitrification
technology development which could result in a small net employment change
there. The INEL was recently awarded a $500 million, five year contract for
technology development to clean up mixed wastes (hazardous and radioactive). The
INEL currently stores most of that type of waste. There are currently two
proposals to convert idle reactors to cancer treatment facilities. The Boron
Neutron Capture Therapy technology program could possibly create a national
cancer treatment center at the INEL.

EG&G (the predecessor to the current manager, Lockheed) moved into a new 256,000
square foot office building in 1993, consolidating some operations from several
scattered locations in the community to this building. As a result, some
vacancies appeared in scattered, privately-owned properties which had been
converted to offices for EG&G but are now no longer needed. Vacancies in better
buildings, such as Centennial Plaza where a majority of the building had been
occupied by EG&G, were absorbed within only a few months at relatively high
rates. Some consolidation has continued to occur with the DOE and its
subcontractors locating to several buildings at the north city limits.

The State of Idaho and the Departments of Energy and the Navy have just reached
a comprehensive agreement to allow resumption of spent fuel and waste shipments
for processing at the INEL. The agreement is over a 40 year period and involves
over 1,100 potential shipments of material from the Navy, DOE and foreign
countries. In turn, the INEL will receive an additional $765 million through
2005 for waste cleanup, $400 million for construction of new handling and
storage facilities, and eastern Idaho will receive $30 million for economic
diversification. The agreement calls for transuranic waste to be moved out of
Idaho by 2018 and the rest of the material to be moved out of Idaho by the year
2035. If the deadline is not met, the state will receive $60,000 per day in
penalties.


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James Ratkovich & Associates, Inc.                                            27
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

AREA AND REGIONAL DATA  (continued)

While opinions vary, persons interviewed in the community, including developers
and lenders, feel that operations at the INEL will now slow on a permanent basis
and employment will remain below the recent peak levels. However, the new waste
and spent fuel agreement will likely add new jobs at the INEL by an as yet
unknown amount. The general attitude in the community though is that
diversification of the economic base away from dependence on the INEL is
necessary. The ongoing residential and commercial development in the community
indicates that this diversification is progressing.

In order to decrease reliance on the INEL and DOE, a citizen's group, Initiative
2000, has been formed which has assumed an objective of recruiting businesses to
the community with potential for creating up to 1,800 new jobs and diversifying
the economy. While the operations of this group are new, it does express a
commitment to widening the employment base in the community. Initiative 2000 has
been selected as the Community Reuse Organization to negotiate with the DOE for
planning and implementation grants for offsetting the effects of "rightsizing"
its operations. The DOE has recently awarded $325,000 for planning to determine
local initiatives which will help ease the region's dependence on the INEL.
Implementation plans submitted by other communities have ranged from $5 million
to $20 million. None has been submitted by Initiative 2000.

Development Trends:

Based on projects underway and planned as of October, 1996, city officials state
that commercial construction could set new records in spite of the reductions at
the INEL. Other projects planned or underway, reported by the Idaho Falls
Planning Office include:

o    New Fred Meyer superstore at North Yellowstone Highway and Anderson Street
o    New Bonneville Power Administration building
o    New AmeriTel Motel on Lindsay Boulevard
o    New Country Kitchen or Appleby's restaurant on Lindsay Boulevard
o    New Supper Checker auto supply store
o    New fast food restaurant on West Broadway
o    New retail shopping center on Lincoln Road
o    Three new franchise restaurants just built on 17th Street
o    New auto service center on Channing Way
o    Two new apartment complexes
o    Two new assisted living apartment complexes
o    New medical office complex on Channing Way and Coronado Street
o    New dental clinic on Channing Way
o    New Target store in the recently built Ammon Towne Center complex
o    New addition to EITC
o    Two new subsidized housing complexes, on in Ammon, the other in Idaho Falls
o    New food products manufacturing plant at South Yellowstone Highway
o    Renovation of the old Firestone building into an auto service center


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James Ratkovich & Associates, Inc.                                            28
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

AREA AND REGIONAL DATA  (continued)

o    Renovation of the old Colonial Theater into an arts center
o    New elementary school in Shamrock Park subdivision
o    New commercial subdivision along Hitt Road

As indicated above, current and proposed commercial development in Idaho Falls
remains very strong. The former K-Mart store on West Broadway is now occupied by
Ernst Home Center. It is one of the stores Ernst will not close as part of its
restructuring program. The first phase of the Ammon Towne Center, a major
shopping center has been completed at the intersection of East 17th Street and
Hitt Road, adjacent east of the Grand Teton Mall. One anchor is the largest
Albertson's store in the state. Smaller owner-occupied buildings will likely
continue to be developed at a moderate rate. The center will ultimately include
three phases, with the second phase including a new Target store. In addition,
there is a continuation of new development near the new K-Mart store on East
17th Street in Ammon.

A new Hampton Inn motel has just been built on Channing Way and another AmeriTel
motel is being built on Lindsay Boulevard. Denny's restaurant has recently
opened on Lindsay Boulevard. Another shopping center, anchored by Waremart, had
been scheduled for construction but is now on hold. A new facility for Anderson
Lumber on 17th Street in Ammon is under construction. A new Barnes & Noble
bookstore near the Grand Teton Mall has just been completed. That building is
one of three built in a smaller center with room for a fourth store available.

Bonneville County, in conjunction with the INEL and the city of Idaho Falls, has
just completed construction of a $5 million technology park at the north city
limits, and the DOE is constructing a $1.6 million Interim Engineering
Demonstration facility there to advance technology transfer to the private
sector. There has been some interest in occupancy of the entire building by one
firm. An earlier incubation center developed by the city and county on the North
Yellowstone Highway is fully occupied. Vacancy rates in most of these retail and
professional offices remain low.

Through September 1996, total construction permit value for Idaho Falls is just
over $32.1 million. As of September 30, 1995 total construction permit value was
about $24.7 million and for the entire year was about $29.7 million. While
residential development has slowed dramatically on a local and statewide basis
in the last one to two years from record levels, general real estate growth has
continued and will likely continue at a moderate to strong rate over the longer
term. The current exception is the industrial market, which is near static at
present. Continued residential development at the south and southeast fringes of
the city will have a positive influence on the neighborhood in the future.
However, the rate of residential construction has slowed significantly as shown
in the following chart.


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James Ratkovich & Associates, Inc.                                            29
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

AREA AND REGIONAL DATA  (continued)

Area Residential Construction History:

Single-Family Permits Issued

YEAR              1988    1989    1990    1991    1992    1993    1994    1995
- --------------------------------------------------------------------------------
                 
IDAHO FALLS        183     204     341     325     267     266     175     113
AMMON               15      15      12      26       24     28      31      14
COUNTY OTHER        64      69     107     105     127     114     104     105
                    ------------------------------------------------------------
TOTAL               262    288    460     456      418    408     310      232
               
Four new suburban subdivisions with larger "estate" lots are planned or have
been completed for the area adjacent south of the city limits. The developer of
Cedar Ridge, one of the largest single-family residential subdivisions in Idaho
Falls, and Spring Creek, another residential subdivision, is applying for
approval of the final phases of those developments with construction of the lots
planned for 1996. Those subdivisions are located at the south central city
limits and are built up with homes ranging typically from $130,000 to $200,000.
Construction also continues in the Stonebrook, Victorian Village and Ridgewood
subdivisions, all located in the south part of the city and being developed with
average to above average quality homes. The Westridge subdivision is being built
up with low cost homes and a third addition there is scheduled for construction
in 1996.

These statistics indicate that developers in the region anticipate a
continuation of residential construction, albeit at a slower rate than in
1990-91. The cyclical pattern in residential and commercial development has been
predominant over the last fifty years and will likely continue for the
foreseeable future.


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James Ratkovich & Associates, Inc.                                            30
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

                                Neighborhood Map

                               [GRAPHIC OMITTED]


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James Ratkovich & Associates, Inc.                                            31
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

                                    AREA DATA

Neighborhood Description

The Appraisal Institute defines a neighborhood as "a group of complementary land
uses" 4. A Neighborhood may be more specifically defined as "a portion of a
larger community, or an entire community, in which there is a homogeneous
grouping of inhabitants, buildings or business enterprises." 4 "...neighborhood
boundaries may consist of well defined natural or manmade barriers or they may
be more or less well defined by a distinct change in land use..."(3)

The subject neighborhood is located in the north central part of the city of
Idaho Falls nearly adjacent east of Interstate 15 and just south of the U. S.
Highway 20 interchange on Lindsay Boulevard. The neighborhood is about one-half
mile northwest of the central business district and has experienced a
significant rate of new development since Lindsay Boulevard was widened and
improved about six years ago.

The neighborhood has been historically regarded as a secondary commercial
location relative to the more established commercial/retail and office districts
of the city. The neighborhood is generally defined as those properties fronting
on Lindsay Boulevard from the U. S. Highway 20 interchange south to Broadway
Street, and including Utah Avenue from its Lindsay Boulevard intersection to
Broadway Street. Total length of the neighborhood is approximately one mile. The
neighborhood also includes River Parkway, a tertiary one-way arterial generally
flanking the subject and other motels in the neighborhood and providing a byway
along the west bank of the river.

Area Development Trends

The subject neighborhood is experiencing an on-going trend of new development
and renovation of existing commercial properties. Most of the major motels are
located in this area. Lindsay Boulevard is one of the connectors from the city
center to U. S. Highway 20 which provides access to the municipal airport and
the headquarters of the U. S. Department of Energy (DOE) and its primary
subcontractor, Lockheed, Idaho. These agencies are located along the north flank
of the city. In addition, Broadway Street is a primary commercial arterial,
extending from the city center west to the city limits, continuing thereon as U.
S. Highway 20.

The subject neighborhood is the location of two of the four most recently built
motels in the community. These include a near new AmeriTel Inn which has been
sold and re-flagged by a regional franchise and affiliated with Best Western. A
new AmeriTel Inn is nearing completion of construction southwest of the subject.
Other motels include a Comfort Inn to the north near Broadway Street and a
Hampton Inn in the southeast part of the city.

- ----------
(3) The Appraisal of Real Estate; 10th Edition, The Appraisal Institute; 1992


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James Ratkovich & Associates, Inc.                                            32
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

NEIGHBORHOOD DATA (continued)

There are two sites in the neighborhood which have been considered at numerous
times for development of restaurants. Such development will likely occur in the
near future, although specific plans are unknown at this time. In addition, the
Weston Inn, adjacent north of the subject, has been renovated and affiliated
with Holiday Inn. The Westbank and Stardust Inns have also undergone significant
renovation in the recent past. A new Denny's restaurant has recently been built
at the U.S. Highway 20 interchange just north of the subject.

There are several light industrial buildings along the west side of Lindsay
Boulevard which are left overs from the former predominant use of the arterial.
These are relatively obsolete but will be replaced only at a very slow rate due
to lack of visibility of the river and the difficulty of construction on lava
substrata. There are no other undeveloped tracts similar to the subject with
frontage on or unobstructed views of the river. The subject was the last of
these to be developed although the Art Guild recently acquired a tract but is
completing plans for a swap with the city for another site. Following that swap,
development rights to that tract will be held by the city and it will become
part of the greenbelt.

Summary

Regional and local economic trends appear moderately favorable for continued
community growth and real estate development. The economic growth of Bonneville
County at large and the city of Idaho Falls specifically has been fueled by a
combination of growth and development in the retail sector and the consolidation
and expansion of the local hospital as a regional medical center with
specialties in, among other things, cardiac care. Development of the two
incubation centers in the community and attempts to diversify the economic base
have apparently resulted in a sustainable economy in spite of recent cutbacks at
the INEL. With employment there apparently stabilized, community economic growth
and development should continue at a moderate rate.


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James Ratkovich & Associates, Inc.                                            33
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

                             Hotel Industry Overview

Shilo Inns Company is in the competitive limited-service hotel market. According
to Trends in the Hotel Industry, 1996, this segment of the lodging industry saw
a proliferation of new properties in the mid-1980s. It was seen as a favorable
segment with guest rooms that are frequently superior to full-service hotel
rooms at one-half to two-thirds the rate. For hotel managers the properties are
simple to operate and for ownership and lenders, they provide higher profit
margins and lower risk. The limited service hotel segment appears to have
matured and is lagging the industry as a whole but have still achieved in 1995
an aggregate occupancy of 70 percent and average room rates increased 5.9
percent and 41.8 percent average operating profit. Its market demand is reported
at 51.4 percent tourist and 45.8 percent business with the balance allocated to
conventions and conferences.

Shilo Inns typically provides an example of a good limited service hotel
property. Their hotels typically have clean and modern properties with good
access, exposure and on-site parking. The interiors typically contain a
comfortable lobby with check-in counter, one or more meeting rooms, fitness
center, swimming pool, spa, as well as satellite TV, airport shuttle service and
free daily newspapers. Major competitors to the Shilo Inn chain in its market
place include Holiday Inn Express, Comfort Suites, Phoenix Inns, Radisson,
Ramada and some Best Western franchises. The Residence Inns and Marriott
Courtyards cater to a higher priced market sector and are above the subject
segment.

The national limited-service hotel market is experiencing steady growth after
several years of sluggish economic conditions. Overall, market conditions are
continuing to improve, occupancies are higher, concessions are decreasing, and
revenues are beginning to rise. Gross Domestic Product, often an indicator of
travel patterns, is projected to grow at 2.5 percent to 3.0 percent in 1996.
Hotel occupancy for the nation is expected to rise to 71.2 percent, while the
average daily rate is anticipated to grow to $88.10. In general, modest but
stable growth and little inflation are likely to characterize the regional
economy in 1996 and 1997. The following table shows a summary of the US Lodging
Industry's 1995 Regional Performance:

  ------------------------------------------------------------------------------
                              Occupancy                  Average Daily Rate
  ------------------------------------------------------------------------------
                      1995     1994    Variance     1995       1994    Variance
                      ----     ----    --------     ----       ----    --------
                      

    New England      74.3%t    72.0%       3.2%    $131.90   $125.23     5.3%
    Mid Atlantic

   North Central      69.6%    68.6%t      1.3%      82.59     79.41     4.0%
   South Atlantic     70.1%    68.2%t      2.8%      80.51     77.88     3.4%
   South Central      68.7%    67.7%t      1.5%      68.39     65.61     4.2%
  Mountain/ Pacific   71.4%    70.1%       1.7%      87.69     83.70     4.8%
     Nationwide       70.6%    69.2%       2.0%    $ 85.92   $ 82.21     4.5%
  ------------------------------------------------------------------------------
Note: Average property size = 210 rooms                   Source: PKF Consulting


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James Ratkovich & Associates, Inc.                                            34
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

Hotel Industry Overview (continued)

Investors are seeking limited-service hotels with upside potential in many
regions of the country, including the Mountain and Pacific Regions, which
encompasses the states west of the Continental Divide. 1996 and 1997 are
forecast to have an annual average demand growth rate of 3.6 percent to 3.8
percent and RevPAR (room revenue per available room) growth of 5.2 percent to
7.3 percent according to the April 1995 issue of Coopers & Lybrand's Hospitality
Directions. Further, this region outstripped the rest of the country in Rooms
Demand with a 3.7 percent average percent change and a modest supply increase of
only 1.6 percent as shown in the table below.

    ----------------------------------------------------------------------
                                    Rooms Demand          Rooms Supply    
                                  Average percent        Average percent  
                                      Change                Change
    ----------------------------------------------------------------------
    New England                        2.5%                  1.2%
    South/Middle Atlantic              3.1%                  1.4%
    East South/North Central           3.4%                  1.6%
    WestSouth/North Central            3.2%                  1.3%
    Mountain                           3.7%                  1.6%
    Pacific                            2.8%                  2.8%
    ----------------------------------------------------------------------

Investors cite improving operating results, a limited new full-service supply,
and the relative scarcity of new development financing as influencing factors
underlying the strong interest in this segment. In fact, many investors have
stated that full-service hotels are considered the best hotel investment
opportunity for 1996. In late 1995, investors were purchasing limited-service
hotels at 70 percent of replacement cost; however, the inventory of quality
full-service hotels is dwindling and competition is increasing. One of the more
desirable acquisition targets is re-flagging a property in a major hotel chain
that commands immediate brand name recognition and offers strong reservation and
marketing systems.

New construction activity is expected to surge as investors target secondary and
tertiary locations where an aging room supply exists and many operators are
unwilling or unable to invest in room modernization. New construction between
1995 and 1997 is expected to be 40 percent higher than 1990 to 1993. Supply
growth will edge up approximately 1.5 percent in 1996 and 1997, but is still
below the 2.4 percent average growth rate that prevailed in the 1970s.

Renovation costs are a significant consideration in hotel investors'
determination of price/value and return requirements. The majority of market
participants anticipate that soft goods refurbishment be completed every five to
seven years and a total refurbishment be completed every 10 years. In factoring
these costs into price/value, investors typically attempt to discount them from
the price/value; however, they are not always successful. An investor who
intends to purchase a property, upgrade and reposition it will forecast higher
renovation and property improvement costs than one who is not seeking to
"reflag" the property. Thus, the first investor of an older property has less
room for negotiation.


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James Ratkovich & Associates, Inc.                                            35
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

Hotel Industry Overview (continued)

Investors continue to base pricing on historical 12-months cash flow and are
less willing to pay for any upside potential. Nearly 58 percent of participants
in a recent Coopers & Lybrand's poll reported that they capitalize their prior
12 months income.

Investors also prefer fee simple purchases to ground leases; however, in high
density locations such as the central business district or airport areas, ground
leases are generally in-place. Almost all investors look at the potential of
buying out the lease or renegotiating the terms. Leases tend to be calculated on
either a fixed payment or a percentage of revenue basis, with investors shying
away from percentage payments.

The following table shows a summary of major hotel transactions. The survey was
conducted by Hospitality Associates and covers the years 1991 to 1995. There is
a clear trend showing both increased activity and prices paid since 1992 when,
many believe, the market bottomed out for hotel sales.

     --------------------------------------------------------------------
       Year       Number of        Number of     Average Price Per Room  
                 Transactions        Rooms
     --------------------------------------------------------------------
       1995          107             38,135               $83,000
       1994           83             30,452                76,000
       1993           40             15,825                74,000
       1992           41             17,219                63,000
       1991           52             15,806                87,000
     --------------------------------------------------------------------

While financing has been constrained in past years, debt financing sources have
begun to ease credit terms and Wall Street firms and institutional money sources
are targeting hotel investments. Lenders who are active in hotel debt financing
include insurance companies, banking institutions, and finance/credit companies
such as Finova Capital Corporation, Heller Financial, and GE Capital
Corporation. Publicly traded companies such as Host Marriott, Prime Motor Inns,
and Felcor Suite Hotels are aggressively pursuing acquisitions. Many lenders are
offering secondary financing above 80 percent loan to value ratios. REITs are
becoming aggressive in purchasing hotels. This is especially true of Patriot
American Hospitality, Inc., the largest REIT, which filed an initial public
offering (IPO) with the SEC in late September 1995 and raised more than $350
million.

As a result of increased financing availability, investors have benefited by
more favorable long-term financing. For instance, the first quarter 1995,
American Council of Life Insurance Companies` (ACLI) average interest rate was
9.41 percent. Typically loans are indexed to the prime rate, treasury rate or
LIBOR. The range of loan amortization is from 15 to 25 years with 20 years being
average. A typical loan-to-value ratio is 50 percent to 75 percent with the
average reported at 63 percent. Debt-coverage-ratios have ranged between 1.25
percent to 1.50 percent with 1.40 percent being average.


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James Ratkovich & Associates, Inc.                                            36
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

Hotel Industry Overview (continued)

Full-service hotels are considered most vulnerable to new competition,
particularly from newly built, limited-service chain hotels. In addition, they
suffer from operating deficiencies, including high property operation and
maintenance costs, utility expenses, and upgrading, which erode profitability.
Because it is likely that new construction funds will increase the competitive
supply of both limited and full service hotel rooms by late 1996 and 1997,
owners of older properties are advised to reinvest in the physical plant to
cement guest loyalty. Owners are now beginning to realize that historical
reserve funding levels, typically between 3 percent to 4 percent of total
revenues, are insufficient to fund necessary capital improvements over the life
of a property. Actual capital expenditures for well-maintained properties often
exceed 7 percent of total revenue.

Job growth, the most important indicator of sustained demand for real estate,
continues to substantially trail general economic growth. In fact, many are
calling our current economy a "jobless recovery." No immediate acceleration is
anticipated, due to factors such as improved productivity in many industries and
overall caution on the part of employers.

As stated, it is likely that additional sources of capital will provide
opportunities. Further, many market participants believe that rising inflation
with have a positive net effect on earnings as room revenue is expected to
out-strip increases in operating costs. Trade agreements such as GATT should
have a positive effect on the hotel industry, and the advent of low-cost
airlines will promote more travel and higher occupancies.

New ideas, especially new ideas in technology, continue to be one of the
industries in which the US is remaining competitive in global markets. As the US
achieves a higher level of technology, the hospitality industry has the
opportunity to implement this technology in areas where guests need it most:
checking into the hotel, and communications. Adopting new technology is an
opportunity for hotels to remain competitive and maintain and expand their
customer base. For instance, AT&T's telecommunication package, "Guest Works,"
improves call-processing, accounting and provides specialized voice messaging
through a server.

Selling expenses typically range from 2.5 percent to 5.0 percent of the total
purchase price. According to a national hotel/motel brokerage firm located in
Southern California, the marketing period for limited-service hotels ranges from
3.0 to 12.0 months with an average of 9.0 months. An average 90-day closing
period is typical (from the time a hotel is put under contract to closing).

The early 1990s have been cruel to the hospitality industry, but Shilo Inns has
gone against the grain.(4) Big national chains have been fighting to keep
troubled properties. Many retreated from hotel ownership to seek a relatively
safe haven as hotel management companies. Small independent operators, seeking
security in numbers, flocked to join national franchises.

- ----------
(4) "Portland Business Journal,"  May 31, 1993, Vol. 10, No. 14,  p. 13.


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James Ratkovich & Associates, Inc.                                            37
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

Hotel Industry Overview (continued)

The Shilo Inn capitalized on its regional identity and superior reputation to
make gains in its market areas. Mr. Mark Hemstreet, the owner and head of this
privately held company was quoted saying, "I'll take consistent management and a
good product any day over a good location. If guests are greeted with friendly
service and nice clean rooms, they'll come back to Shilo again and again." With
46 hotels and motels, Shilo has become a formidable chain in the West, owned by
just one person making it the 102nd largest lodging company in the world. The
company has about 2,000 employees in nine Western states. Shilo's "affordable
excellence" promotion strategy appears to have been successful in retaining its
core customer base. Shilo's size enables the company to not only get economies
of scale enabling its successful advertising and referral network, but also it
eliminates the need to associate with a costly franchise.

Mr. Hemstreet's willingness to invest in what may be considered secondary
locations goes against the trend of national operators. This provided Shilo Inns
with a competitive advantage, bringing them to maturing markets ahead of the
competition and providing a regional network of lodging facilities to service
their loyal guest base. They appeal to business travelers and tourists alike.
Further, Shilo Inns has continued to invest in renovation and upgrade of older
properties and has superior maintenance and replacements programs. Shilo Inns
has an effective company credo: to deliver consistently high standards from
friendly, efficient, and dedicated employees; and to provide clean, comfortable
and affordable accommodations.(5)

In general, we can conclude that the hotel industry is experiencing the best
growth since the trough of 1992. Increases in occupancies, average daily room
rates, and profitability has been reported throughout the industry in all market
segments. The following chart and accompanying table shows five key indications:

o    Average Daily Rate Change Rate
o    Operating Expense Change Rate
o    Free & Clear Equity Capitalization Rate
o    Residual Capitalization Rate
o    Free & Clear Equity Internal Rate of Return 

- ----------
(5) "Oregon Business," October, 1993, Vol. 16, No. 10, p. 32.


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James Ratkovich & Associates, Inc.                                            38
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

Hotel Industry Overview (continued)

                               [GRAPHIC OMITTED]

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
             4th Qtr'93 1st Qtr.'94 2nd Qtr.'94 3rd Qtr.'94 4th Qtr.'94 1st Qtr.'95 2nd Qtr.'95 3rd Qtr.'95 4th Qtr.'95
- -----------------------------------------------------------------------------------------------------------------------
<S>            <C>         <C>        <C>         <C>          <C>         <C>        <C>         <C>         <C>   
ADR Chan       0.0278      0.0329     0.0315      0.0322       0.035       0.037      0.0383      0.0391      0.0417
- -----------------------------------------------------------------------------------------------------------------------
Op. Exp.C      0.0344      0.0363     0.0354      0.0336      0.0355      0.0352      0.0345      0.0351      0.0348
- -----------------------------------------------------------------------------------------------------------------------
Equity Cap     0.1143      0.1148      0.115      0.1127      0.0992      0.1073      0.1088       0.109      0.1065
- -----------------------------------------------------------------------------------------------------------------------
Residual C     0.1189      0.1148      0.115       0.114      0.1014      0.1086      0.1088      0.1078      0.1067
- -----------------------------------------------------------------------------------------------------------------------
Equity IRR     0.1505      0.1533      0.155      0.1575      0.1567      0.1523      0.1475      0.1496      0.1505
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

o    Average Daily Rate Change Rate

This rate expresses the percentage change in the Average Daily Room Rate. Like
the capitalization rate change, there is a clear trend expressed by the ADRs. In
this case, the trend shows a steady increase in rates. Every quarter since the
2nd Quarter, 1994 has shown incremental increases with an average quarterly
increase of 3.64 percent.

o    Operating Expense Change Rate

Operating Expenses as a percent of revenues have stayed relatively flat or
stable at about 3.5 percent. This indicates that there are economies of scale in
larger revenues since operating expenses can be limited to a stable proportion
of revenues.


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James Ratkovich & Associates, Inc.                                            39
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

Hotel Industry Overview (continued)

o    Free & Clear Equity Capitalization Rate

In contrast to the stability of the IRR, the Equity Capitalization rate (i.e.,
overall rate) is showing evidence of decline. A declining capitalization rate
indicates that investors are willing to accept a lower return from their
investment. It has been shown in the above narrative that sales have been
increasing. More purchasers in the market-place means more competition for a
finite supply, thus prices are increasing and investors must be willing to
accept a lesser capitalization rate. This type of trend encourages new
construction which, depending upon the extent of the construction, may stabilize
or even reverse the capitalization rate trend. It is not a given, however, that
occupancies and room rates will continue to increase. Based on available
information, it appears that the favorable trend will continue into 1997 and,
perhaps, beyond.

o    Residual Capitalization Rate

As would be expected, residual capitalization rates have declined consistent
with equity (or overall) capitalization rates

Summary

A dramatic strengthening of industry profits may be expected for 1996 and 1997
given the Coopers & Lybrand forecast. Major contributing factors include healthy
revenue expansion, modest increases in major expenses, continued productivity
gains, and below-average supply growth. Profits per available room are projected
to rise to $2,900 in 1996, and $3,500 in 1997.

There is a significant need to maintain and modernize older full-service hotels.
Shilo Inns has made a commitment to maintaining high-quality, attractive hotels.
Shilo has taken a "saturation" approach to expansion by locating throughout the
Pacific Northwest. Although not a franchise, the Shilo Inns name is recognizable
and has a loyal following. The Shilo Inn name is certainly beneficial in this
region and probably largely responsible for the success of the
off-the-beaten-path locations. Because Shilo is privately owned and Mark S.
Hemstreet is truly an industry insider, it is likely that Shilo Inns are better
managed due to his oversight.

Overall economic trends are positive in the Pacific Northwest and surrounding
regions. This is contributing to the growth in the lodging industry and these
trends appear to be sustainable through the few years. New additions of supply
are expected to provide stiff competition to existing properties and much of
this is coming from Holiday Inn Express and some Comfort Suites. However, Shilo
Inns typically have one of the best locations in its local market areas and with
their efficient management and continuos maintenance programs they should be
able to maintain their market share, if not increase it at he expense of less
competitive properties. Clearly, the trend in the limited service lodging
industry continues to be towards "suite" properties. Shilo Inns has many such
properties and generally provide good size rooms with market desired amenities
at an affordable price. Given the positive economic trends in the many of the
markets Shilo Inns is located, central reservation system, large guest following
and solid management structure with efficiencies in purchasing and marketing it
is reasonable to conclude that the Shilo Inns will continue to be a successful
chain with a positive outlook for the foreseeable future.


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James Ratkovich & Associates, Inc.                                            40
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

                                SITE DESCRIPTION

As shown on the plat map located on the next page, the subject site is an
irregularly, primarily rectangular-shaped lot, located on Lindsay Boulevard just
south of the U. S. 20 interchange. The subject site includes the O'Callahan's
Restaurant and Shilo Inn conference center located on the south end of the main
motel building.. The site has approximately 600 feet of frontage along Lindsay
Boulevard and is about 518 feet deep. It contains an estimated total area of
324,170 square feet or 7.44 acres.

Visibility and Access

The subject site has excellent visibility to traffic along Lindsay Boulevard.
Average daily traffic count is a maximum of 8,500, according to data compiled by
the City of Idaho Falls in 1991, the most recent count year. Ingress to the
subject site is from three approaches from Lindsay Boulevard. Signage along the
frontage identifies the subject property. Overall, access and visibility are
very good and afford ease of access to patrons.

Off-Site Improvements

Lindsay Boulevard is a secondary north/south commercial arterial with 100 feet
of right of way and which is improved with one lane of traffic in each direction
and a left turn median. It is a city maintained arterial constructed with
asphaltic concrete surface, steel reinforced, poured-in-place concrete
sidewalks, curbs, gutters and approach aprons along the subject property line.
There is street lighting and storm drainage throughout the neighborhood. The
street is wide enough for restriping for two travel lanes in each direction with
elimination of the left turn lane. This may be necessary in the more distant
future as traffic flows increase in the area.

Topography and Drainage

The subject lot is essentially level and appears to drain through on site
collectors which feed into the city of Idaho Falls storm sewer system. All
drainage facilities were clear of debris and appeared to be well maintained
during our property inspections. The subject site is located in a zone C area of
minimal flooding FEMA designated flood hazard zone, according to Community Map
Panel No. 160029 0005 B, dated October 15, 1982. The subject site is adjacent
west of the Porter Canal and nearly adjacent west of the Snake River, a primary
drainage through the region, which is identified as being in the 100 year
plain..


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James Ratkovich & Associates, Inc.                                            41
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

SITE DATA (continued)

Surrounding Uses

The subject site is located in a secondary to primary commercial district about
one mile northwest of the central business district and features a limited mix
of motels, restaurants and some light industrial properties. Some new
development is presently under way with the construction of a new AmeriTel Inn
motel. southwest of the subject. Other retail development in the community is
occurring primarily in the southeast part of the city. A survey of surrounding
land uses in proximity to the subject site is summarized below.

      North: Holiday Inn, formerly Weston Inn motel and restaurant.
      South: Sandpiper Restaurant, then Stardust Motel and restaurant.
      East:  Porter Canal, River parkway and the Snake River.
      West:  Westergard office complex, Jaker's restaurant northwest, light 
             industrial warehouse southwest.

Zoning

The subject site is zoned HC-1, Limited Retail and Service Business. This is a
specific commercial zoning class which is intended to permit the location of
needed highway related commercial facilities. Permitted uses are therefore
limited to commercial establishments generally required by highway users. A copy
of allowable uses is included in the Addendum.

Soils

 No soils report was provided to the appraisers. We have inspected the building
interior corridors, ground floor slab areas, parking lots, and surrounding
parcels for evidence of subsidence, heaving or separation cracking. None of
these effects was evident from our inspections. Therefore, it is assumed that
the subject soils and subsoil's have of adequate load-bearing capacity to
support the existing improvements, although this opinion is in no way to be
construed as having the weight of a professional engineer's opinion. Such
matters are clearly beyond the expertise of the appraiser to determine and
beyond the scope of this appraisal assignment. If a conclusive opinion is
required the services of a properly licensed professional engineer should be
retained.


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James Ratkovich & Associates, Inc.                                            42
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

SITE DATA (continued)

Topography and Drainage

The subject lot is essentially level and appears to drain through on site
drywell collectors which feed into the city of Nampa waste water/sewer system.
All drainage facilities were clear of debris and appeared to be well maintained
during our property inspections. The subject site is NOT LOCATED in a FEMA
designated flood hazard zone, according to Community Map Panel No. 160038 002,
dated September 28, 1984. The subject site is nearly adjacent west of the Snake
River, the primary drainage channel serving the region, which is identified as
being in the 100 year plain.

Utilities

All utilities are available to the subject site. Utility providers confirmed
with planning and building officials are summarized below.

         Culinary Water:            City of Idaho Falls
         Sanitary Sewer:            City of Idaho Falls
         Electric:                  City of Idaho Falls
         Natural Gas:               Intermountain Gas
         Telephone:                 US West

Easements, Restrictions, CC&Rs, Adverse Encumbrances

The appraiser was not supplied with a title policy. This appraisal is predicated
on the assumption that no adverse easements exists. If subsequent disclosures
reveal that adverse interests have been recorded against the subject property,
the appraisers reserve the right to modify the value conclusions reported
herein.


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James Ratkovich & Associates, Inc.                                            43
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

SITE DATA (continued)

Assessment and Taxes

According to the Bonneville County Assessor and the Treasurer Tax Collector, the
subject assessments and property taxes for the 1995/1996 tax year are summarized
as follows.

<TABLE>
<CAPTION>
=====================================================================================================
     Assessor's               Assessed Values - 1996          Total      1995 Tax  1995 Tax  1996 Tax
- -----------------------------------------------------------------------------------------------------
     Parcel No.        Land     RE Improved  Personal Prop.   Value        Rate      Levy    Estimate
=====================================================================================================
<C>                  <C>         <C>            <C>         <C>          <C>      <C>       <C>     
(1)  RPA21300010010  $978,531    $7,800,000        $0       $8,778,531   2.3431%   $205,693  $205,693
- -----------------------------------------------------------------------------------------------------
(2) PP1SHILINN01A       $0           $0         $562,253     $462,253    2.3431%  $10,831.23  $10,831
- -----------------------------------------------------------------------------------------------------
(3) PP1SHILINN02A       $0           $0         $67,072      $67,072     2.3431%  $1,571.59   $1,571
=====================================================================================================
Totals               $102,050    $3,183,325     $511,180    $3,796,555   2.3431%   $218,095  $218,095
=====================================================================================================
Note (1): 1996 Assessed Values unchanged from 1995.  Estimated taxes based on 1995 Levy Rate.
Note (2): Furniture Fixtures and Equipment (Personal Property) for Hotel
Note (3): Furniture Fixtures and Equipment (Personal Property) for O'Callahan's Restaurant
</TABLE>

Taxes are based on annual assessments set by the county assessor. Assessed
values which have historically been less than 50% of market value have increased
dramatically since 1991. In the last five years the aggregated assessed values
of Bonneville County have increased significantly so that assessed values today
are generally somewhere between 90% and 100% of market value. There are however,
wide variations with some properties. Over assessment and quantum tax increases
have fomented strong tax limitation sentiment resulting in a 1% property tax
limitation initiative which is to be presented to voters in a future state wide
election. We note that estimated taxes for the subject property are anticipated
to remain flat for 1996 and for the foreseeable future. Accordingly we do not
expect to see significant increases in tax assessments. Meaningful tax
reductions could occur if the 1 percent property tax limitation succeeds at the
polls.

Conclusion

After careful consideration of the foregoing factors, we believe that the
subject site is well adapted to its current use as a hotel/motel site. We
further conclude that it is located in one of several areas of growth for the
city. The subject property appears to be a legal use according to current zoning
criteria.


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James Ratkovich & Associates, Inc.                                            44
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

                               [GRAPHIC OMITTED]

                                    PLAT MAP


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James Ratkovich & Associates, Inc.                                            45
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

                             IMPROVEMENT DESCRIPTION

The subject improvements consists of a four-story, good quality, Class D, double
wall constructed hotel building with 162 rooms (including managers suite)
encompassing 107,390 gross square feet. The Restaurant and Conference Center
Building adds 55,467 gross square feet, yielding a total improved area of
162,467 square feet.

Other ground floor amenities include a 32' x 16' swimming pool, a jetted hot
spa, steam room, sauna, coin operated laundry rooms for the use of hotel guests,
and the hotel management offices. Three Hospitality Rooms are available in this
part of the complex for small functions on a rental basis, and can accommodate
meetings of up to about 20 people. Access to the upper floors is provided by
internal stairwells at each end of the building, or by two small elevators
located off the main floor hallway. The O'Callahan's Restaurant and Convention
Center located adjacent to the south end of the main hotel building is included
in the interests being appraised and is subject to a lease which is summarized
in the Income Approach section of this report. Other property details and the
description of materials and construction methods are summarized below.

Size                            162  Rooms, Including manager unit

Room Type:                       36  King/Balcony (K)
                                 36  King (K)
                                 37 Double Queen/Balcony (DQ)
                                 37 Double Queen (DQ)
                                  4 Double Queen Suite (DQS) 
                                  4 King Suite (KS) 
                                  1 Shilo Dbl Room Suite (K2S) 
                                  1 King (Mgr.) (K) 
                                  4 King Handicap (KH) 
                                  2 Double Queen Handicap (DQH)
                                162 Total Rentable Suites

Meeting Rooms:                  Three Hospitality Rooms in hotel building; three
                                Hospitality 
                                Rooms is O'Callahan's Restaurant One Conference
                                Center with capacity for about 800 diners

Recreational Facilities:        Pool, Jetted Hot Spa, Exercise Gym, Steam &
                                Sauna Room


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James Ratkovich & Associates, Inc.                                            46
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

IMPROVEMENT DESCRIPTION (Continued)

Restaurant:                     Adjacent O'Callahan's Restaurant under separate
                                lease agreement; included within subject
                                property interests appraised.

================================================================================
                            Hotel Gross     Rest/Conf    Other      Totals Gross
Area Description                SF             SF          SF            SF
================================================================================
  Ground Floor (Lobby)        29,615          55,467        0          85,082
  First Floor                 25,925             0          0          25,925
  Second Floor                25,925             0          0          25,925
  Third Floor                 25,925             0          0          25,925
                              ------             -          -          ------
================================================================================
Subtotal Floor Area           107,390         55,467        0          162,857
================================================================================
Suite Plan/Unit Mix Breakdown            Quantity            Code
================================================================================
  Double Queen                              74                DQ
  Double Queen Suite                         4                DQS
  King                                      72                 K
  King Suite/Shilo Inn Suite                 5              KSK/K2S
  King Handicap                              4                KH
  Double Queen Handicap                      2                DQH
  Manager Unit                               1                Mgr
                                             -
================================================================================
Total Unit Count                            162
================================================================================


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James Ratkovich & Associates, Inc.                                            47
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

IMPROVEMENT DESCRIPTION (Continued)

Average Room Size:              471 square feet gross (standard room)

No of Stories:                  Four including Ground Floor (Identified as
                                Basement)

Parking:                        371 spaces

Year Built:                     1988

Foundation:                     Steel Reinforced concrete spread footings

Floor Structure:                Elevated ground floor of steel reinforced
                                architectural concrete over corrugated metal
                                decking. Floors 2, 3 and 4 of 3/4" architectural
                                (gypcrete) concrete over 5/8" plywood sheathing
                                over 2'x6' floor joists with subfloor sound
                                attenuating insulation

Exterior Walls:                 Class D, double wall wood frame construction.
                                Exteriors of vinyl siding over plywood sheathing
                                and Tyvek. Interior construction of 5/8" GWB
                                over insulating batts. Wall insulation to R-19
                                specification. Above grade riverside rooms have
                                decks; at grade riverside rooms have concrete
                                patios.

Window/Sash/Door:               Double glazed, windows in bronze anodized
                                aluminum frames; All opening windows fitted with
                                screens. Bronze anodized aluminum frame double
                                door storefront at Lobby entrance; all exterior
                                doors of bronze anodized aluminum with fire
                                safety break away bars (20 minute fire rated)


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James Ratkovich & Associates, Inc.                                            48
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

IMPROVEMENT DESCRIPTION (Continued)

Roof Structure:                 Prefabricated TJI roof trusses set at 24" on
                                center; 5/8" CDX plywood sheathing over trusses;
                                composition roofing with sealed joints; interior
                                draining scuppers and down spouts. Factory
                                painted standing seam steel roofing. Parapet
                                walls constructed of 2"x4" and 2"x6" wood frame
                                finished with vinyl vertical siding. Mansard
                                overhangs finished in steel roof tile.

Interior  Walls:                2"x4" wood frame partitions, 16" or 24" on
                                center with textured and painted 5/8" GWB (one
                                hour rating); sound attenuating insulation with
                                R-11 batts

Interior Finish:                Floor coverings in all suites hotel grade
                                carpet; floor coverings in lobby of marble tile
                                and carpet; ceramic tile in Pool area; Floor
                                cover in restrooms and bath surrounds of ceramic
                                tile; incandescent and fluorescent lighting,
                                suspended decorative lighting in lobby

Lobby:                          Polished marble tile and commercial/hotel
                                carpet, light oak stained cabinetry; acoustic
                                tile covered ceilings; recessed fluorescent
                                light panels; design coordinated upholstered
                                furniture; curtains and valances; built in front
                                desk/service counter; guest seating area
                                decorative furnishings; business and restaurant
                                management offices; hospitality rooms.

Guest Rooms:                    Painted and papered drywall walls and ceilings;
                                carpet in guest rooms and ceramic tile floor
                                cover in bathroom, sliding aluminum frame
                                windows; kitchenette units with under-counter
                                refrigerators and microwave ovens; big screen
                                televisions, furniture draperies etc.

Elevators:                      Two hydraulic passenger elevators located in
                                main building

Stairwells:                     Two interior stairwells; treads are
                                butterfly-type precast concrete with non-skid
                                finish. Hand rails of fabricated steel with
                                smooth finish, welded joints


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James Ratkovich & Associates, Inc.                                            49
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

IMPROVEMENT DESCRIPTION (Continued)

HVAC/Climate Control:           Individual wall mounted package HVAC units with
                                temperature control modules in each guest suite.
                                Central HVAC system with multi-zone control
                                system for common areas and lobby

Electrical:                     Electrical system design engineered to specific
                                hotel electrical loads; 3 phase, 4-wire
                                multi-paneled power busses

Plumbing:                       Each guest suite includes a tub with shower and
                                toilet in separate room contiguous to dressing
                                room. Small vanity with lavatory sink and wall
                                mounted/surface lighted mirrors and ventilator
                                exhaust fans. Kitchenette sinks included in most
                                units

Fire Protection:                Fully sprinklered throughout; smoke detectors
                                throughout; fire alarm with hard wire activation
                                system and direct connection to local fire
                                department; auxiliary emergency exit lighting,
                                emergency auxiliary generator; conforms to Idaho
                                Falls building/fire safety codes

Furniture Fixtures & Equipment: Guest suites include either single king bed or
                                double queen beds; color televisions with remote
                                controls; carpet, draperies; light fixtures and
                                lamps; combination desk/dresser units; luggage
                                rack; 36" parlor table with (2) upholstered wood
                                chairs; night stand, microwave oven and
                                refrigerator; multiple phone jacks; FF&E appears
                                to be of above average quality with no
                                functional obsolescence attributable to poor
                                quality, layout or design

Modified Guest Suite:           All Shilo Inn Guest Suites are single room units
                                with most or many of the amenities typically
                                associated with a true 2+ room suite. The Shilo
                                Inn suite has a hospitality room.


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James Ratkovich & Associates, Inc.                                            50
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

IMPROVEMENT DESCRIPTION (Continued)

Site Improvements:

The site improvements include asphalt paved and striped parking; Landscaping is
well maintained and incorporates native species including blue spruce, fruitless
plum, fir, dwarf pines and juniper specimens, as well as a variety of native
perennials; annual species utilized for color accents at building entrances;
border planters are mounded to height of 4' around building exterior walls
(basement level above ground). Planter areas are finished with decorative stone
and are well maintained and attractively designed. Perimeter buffer zones
landscaped with lawn, and accented with spruce and fir species; Exterior trash
enclosures with gate closures; Parking lot lighting is provided by pole mounted
incandescent lamps on poured in place concrete pedestals. Surface water runoff
through storm drains feeding to City of Idaho Falls storm sewers. Driveway
aprons from Lindsay Boulevard are of steel reinforced, poured in place concrete.
The southern property line is chain link fenced.

Depreciation

The actual age of the improvements is approximately six years. They are well
maintained and appear to have an effective age overall of approximately four to
five years. As we noted previously, they are in good condition for facilities of
their age and quality. According to building industry sources the expected life
of similar improvements is 50 years. Depreciation analysis in the Cost Approach
will reflect the effective age.

Functional Features and Concluding Remarks

Overall the improvements are in good to very good condition and show care of
maintenance. They are well designed, functional in their layout and provide good
utility and guest appeal. Nothing in our inspections suggests either the
presence of elements of functional obsolescence or substantial deferred
maintenance.

The operators' marketing strategy is focused on maximizing extended visit, and
corporate and government agency patronage. We find the modified suites layout
offering "larger than typical" single room units, with amenities typically found
in true all suites hotels, is a cost effective way to deliver more amenity and
functional utility to the customer, without incurring the additional costs
typically associated with the development and operation of multi-room suites. In
room microwave ovens and refrigerators, multiple phones, guest laundry
facilities and attractive corporate plans seem to be effective in attracting the
target market customer. We therefore, find that the subject property is entirely
adequate in meeting the owners intended use and purpose for the subject
facilities.


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James Ratkovich & Associates, Inc.                                            51
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

IMPROVEMENT DESCRIPTION (Continued)

Furniture, Fixtures & Equipment

The guest rooms are furnished with typical modern furnishings which include
either a single king-sized bed or two double queen beds, side tables, desk,
dresser, chairs, table, drapes, night stands, color television with remote,
microwaves, mini-refrigerators, lamps, couch, clock radio and three telephones.
Also the single kings contain a sleeper sofa. FF&E includes all the furnishings,
linens and supplies, cleaning and house keeping equipment, business office and
front desk equipment, furnishings and related personal items. We have estimated
these personal property items at a depreciated replacement value of $3,500 per
room, or $567,000.


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James Ratkovich & Associates, Inc.                                            52
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

                                    Site Plan

                               [GRAPHIC OMITTED]


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James Ratkovich & Associates, Inc.                                            53
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

                                   Floor Plan

                               [GRAPHIC OMITTED]


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James Ratkovich & Associates, Inc.                                            54
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

                                   Floor Plan

                               [GRAPHIC OMITTED]


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James Ratkovich & Associates, Inc.                                            55
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

                          HIGHEST AND BEST USE ANALYSIS

The Appraisal Institute defines highest and best use as follows:

      "The most profitable likely use to which a property can be put. The
      opinion of such use may be based on the highest and most profitable
      continuous use to which the property is adapted and needed, or likely to
      be in demand in the reasonably near future. However, elements affecting
      value that depend on events or a combination of occurrences that, although
      in the realm of possibility, are not fairly shown to be reasonably
      probable, should be excluded from consideration. Also, if the intended use
      is dependent on a uncertain act of another person, the intention cannot be
      considered.

      "That use to which the land may reasonably be expected to produce the
      greatest net return to land over a given period of time. That legal use
      which will yield to land the highest present value. Sometimes called
      'optimum use.'"

In estimating highest and best use, there are essentially four stages of
analysis:

            1.    Possible Use. What uses of the site in question are physically
                  possible?

            2.    Permissible Use (legal). What uses are permissible by zoning
                  and deed restrictions on the site in question?

            3.    Feasible Use. Which possible and permissible uses will produce
                  a net return to the owner of the site?

            4.    Maximally Productive Use. Among the feasible uses, which use
                  will produce the highest net return or the highest present
                  worth?

The highest and best use of the land (or site) if vacant and available for use
may be different from the highest and best use of the improved property. This is
true when the improvements are not an appropriate use, but it makes a
contribution to the total property value in excess of the value of the site.

The following tests must be met in estimating the highest and best use. The use
must be legal; the use must be probable, not speculative of conjectural; there
must be a profitable demand for such use; and it must return to the land the
highest net return for the longest period of time. These tests have been applied
to the vacant property. In arriving at the estimate of highest and best use, the
subject site was analyzed as vacant and available for development.


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James Ratkovich & Associates, Inc.                                            56
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

HIGHEST AND BEST USE ANALYSIS (continued)

As Vacant

Possible Use: The first constraint is the constraint dictated by the physical
characteristics of the site. The size and location within a block have a
determining effect on the site's value. In general, larger sites and corner
locations enable a developer to achieve economies of scale and allow flexibility
in building and site improvement design.

The subject site is a 7.44 acre generally rectangular-shaped parcel with broad
frontage on Lindsay Boulevard. This exposure is highly desirable for HC-1 zoned
properties which derive their business principally from commuter/transportation
routes. The site has good functional utility for a wide range of commercial uses
including truck stops, service stations, restaurants and, secondarily,
commercial office and special purpose commercial uses, such as the renovated
former Lockheed offices west of the subject. We also note that all utilities are
available to the site and the frontage street is in place and fully improved.
Therefore, the physical aspects of the site assemblage do not eliminate any uses
from the highest and best use analysis, except for very large scale
commercial/retail uses, and large floor area manufacturing, industrial and
warehousing uses. Smaller scale versions of these types could, however be
accommodated.

Permissible Uses: Two types of legal restrictions apply to the subject property:
private restrictions (deed restrictions and easements), and public restrictions
(principally, zoning). The existing utility easements are standard and do not
adversely impact the development potential of the site. To the extent they
guarantee access to public utilities, they actually enhance site value.
Therefore, the principal legal limitation on the development entitlements for
the site is the HC-1 zoning, defined by the City of Idaho Falls as a specific
zone intended to permit the location of arterial commercial facilities related
to the motoring public. Permitted uses are therefore limited to commercial
establishments required by highway users and certain performance standards,
subject to Planning and Zoning Commission review are included.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            57
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

HIGHEST AND BEST USE ANALYSIS (continued)

Under this zoning classification traditional retail centers, heavy commercial
uses, industrial and manufacturing uses, office parks and residential uses are
not typically allowed. These uses would be considered incompatible with the
planning objectives for the HC-1 commercial zone. Uses customarily found in the
HC-1 zone are shown in the attached sections of the ordinance. Clearly, the
subject property falls within the intended uses for the HC-1 commercial zone.
Feasible Uses: The property is reasonably adaptable to most forms of commercial
development, but appears particularly well suited to highway oriented commercial
uses where exposure to high average daily traffic volumes is regarded as
advantageous by prospective users. Clearly, uses such as hotels/motels, gas
station/c-stores and restaurants benefit most from the dual exposure of the
subject site, and tend to yield the greatest profitability.

The feasibility of these uses must be considered in light of historical and
current development trends and the current supply of the various alternative
such uses in the local market. Formerly, this are was developed with a higher
percentage of light industrial uses. Motels have been located along the river
for many years. Recently, two motels have been built on the west side of Lindsay
Boulevard.

With growth comes increased vehicular traffic and an increase in the value of
highway fronting commercial sites. Determining financial feasibility, and
economic productivity depends heavily on the assumptions we utilize in our
evaluations, and may encompass varying degrees of risk. The fronting street is
suitable for conversion to four lanes but at less than 10,000 ADT, the traffic
volume does not currently merit this change. When needed, the arterial can be
restriped to accommodate the additional traffic.

Our analysis of several alternative use types suggests that while the market and
local participants anticipate significant growth in the next few years, the
broad based economic expansion which would facilitate a major growth trend is
not yet fully in evidence. The downsizing of the INEL will continue to dampen
the historic growth rate. However, as the economic base continues to diversify,
the moderate rate of growth the city is currently experiencing should continue,
although not at the very high rate of new development of the last year. Other
uses which could prove financially feasible will depend on the anticipated
growth of the North Idaho Falls sub market area during the next 3-5 years.


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James Ratkovich & Associates, Inc.                                            58
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

HIGHEST AND BEST USE ANALYSIS (continued)

Maximally Productive Uses. Of the permitted uses our analyses suggest that the
maximally productive uses today are probably special purpose in nature. These
may include automotive oriented retail/commercial uses, such as national
franchise tire dealers, or gas station/convenience stores. Beyond these, it
appears that hotel/motel uses and restaurant uses with strong marketing and
brand identification could yield the maximally productive use for the site
today.

As Improved

The subject is a four-story hotel property with 162 guest suites on a 7.44 acre
site, with an adjacent O'Callahan's Restaurant and convention. Review of the
historical operating statements clearly reveals the profitability of the subject
property as a going concern hotel/conference and restaurant facility. Highest
and Best use analysis of the site as vacant suggests that were the site
available for development today, one might in fact develop the same use, perhaps
with a slightly modified configuration or ownership arrangement with respect to
the restaurant and conference center. Nevertheless, the existing uses are
clearly profitable, and the improvements add substantial value beyond the raw
site value. The highest and best use for the subject site, as improved is to
continue operations as a hotel/conference center and restaurant.


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780 Lindsay Boulevard, Idaho Falls, ID

                                    VALUATION

There are three approaches to value which will be employed in the analysis: the
Cost Approach including land valuation and construction cost analysis; Direct
Sales Comparison Approach evaluating sales of similar properties; and an Income
Approach based upon the property operating at stabilized income levels.

Cost Approach

In the appraisal process, the Cost Approach requires an analysis of sales of
similar parcels of land to arrive an estimate of market value for the subject
site. An estimate is then made as to the cost to replace the subject's
improvements at today's costs using reliable sources of cost data. Depreciation
or obsolescence from all causes is estimated based on the experiences of similar
properties. Depreciation is then deducted from the replacement costs as new to
arrive at the present worth of the improvements and the site.

Market Approach (Direct Comparison Approach)

This is an appraisal procedure in which the value estimate is predicated upon
prices paid in recent market transactions. Listings and offerings of property
may also be utilized in this analysis, however, the use of listings is limited
since the property has not met the full test of the market and usually tends to
set the upper limit of value. The steps the appraiser follows in this approach
are set forth below.

      1. Seeks out similar properties for which pertinent sales, listings,
      offerings and/or rental data are available.

      2. Qualifies the price as to terms, motivating forces and bona fide
      nature.

      3. Compares each of the sale properties' important attributes with the
      corresponding ones of the properties being appraised, under the general
      division of time, location, income and physical characteristics.

      4. Considers all dissimilarities in terms of their probable effect upon
      the sale price.

      5. Formulates an opinion of the relative value of the property being
      appraised as compared with the price of each similar property.


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780 Lindsay Boulevard, Idaho Falls, ID

VALUATION (Continued)

The units of comparison abstracted from the sales are the sales price per square
foot or unit and the overall rate of return. Each of these units of comparison
is discussed more fully below.

Sales Price per Square Foot or Unit

This is an expression of the total consideration divided by the particular unit
of comparison. Its chief advantage is that it is a direct comparison of the
price of the comparable to the property in question. Weighing of comparables may
be necessary due to differences of location, physical characteristics, market
conditions and terms of the sale transactions. It is most accurate when the
subject and the comparables are of similar character and the sales are of recent
vintage.

Overall Rate of Return

This rate is the direct relationship of the net operating income (before debt
service) and the sale price. the overall rate reflects both the return on the
investment and the return of the investment. This is a rate which is frequently
used by investors and appraisers because it is ascertainable from comparable
sales and can be applied directly to the estimated net operation income of the
property under appraisal. This unit of comparison is used in the Income
Approach.

Income Approach

The Income Approach is generally the most relevant approach in evaluating
investment type properties. This approach is predicated on the principle that
value is created by the expectation of benefits derived in the future. The
anticipated net income is converted to a present value by a direct
capitalization or the use of a discounted cash flow process.

Direct Capitalization

This process involves dividing the net operating income by a capitalization
rate. This rate reflects such factors as risk, time, interest on capital
investment, and recapture of the depreciating asset. This approach to value
encompasses the following:

1.    The estimation of current economic rent levels to establish annual
      potential gross revenues. Current economic rents are generally current
      market rents.

2.    The estimation of vacancy and collection loss allowances.

3.    The estimation of annual operating expenses.

4.    The deduction from potential gross revenues of vacancy and collection loss
      and operating expenses, leaving the net operating income before debt
      service and depreciation.


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780 Lindsay Boulevard, Idaho Falls, ID

VALUATION (Continued)

5.    Capitalization of the net operating income by the appropriate rate as
      abstracted from the market.

Discounted Cash Flow

A widely accepted view of value as of a given valuation date is the discounted
present worth of the anticipated future income reasonably expected to be
generated by an income producing property over a specific period of time. The
process by which future income receipts are converted to a present value is
termed discounting. Many different capitalization methods and techniques are
available to process anticipated future income into a present worth estimate.
The method used depends primarily on the characteristics of the forecast income
stream, the form of the appropriate rate of return or discount rate, and the
time period involved.

The two methods used in this analysis are capitalization in perpetuity
(utilizing an overall capitalization rate discussed above) and capitalization
for a finite period (discounted cash flow analysis). Capitalization in
perpetuity as used in the Income Approach assumes the income stream will
continue undiminished, indefinitely. The rate used to process this income
streams embodies the factors of time preference (opportunity costs), liquidity,
management burdens, and ownership risks. The appropriate rate is derived through
an analysis of sales of properties displaying similar investment opportunities
to the investor.

The discounted cash flow method is a rigidly defined mathematical relationship
between income streams, rates and timing. Processing an income stream by a
correct mathematical formula does not in itself produce a supportable market
value. As with other techniques of income capitalization, the discounted cash
flow analysis requires reliable market data on several critical points. If the
required market data information is not available, the appraiser is injecting
his judgment and opinion in using non-market data and the results are not
justifiable market value.

RECONCILIATION

The final step in the appraisal process is the reconciliation or correlation of
the value indicators. In the reconciliation, the relative applicability of each
of the approaches utilized is considered. Those approaches that are deemed most
appropriate to the particular appraisal question involved are weighed for the
accuracy and reliability of the data used in the analysis, and an opinion is
formed as to the market value of the subject property. The relative weight or
emphasis given to any of the approaches depends on the forces prevalent in the
market which act upon the subject property.


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780 Lindsay Boulevard, Idaho Falls, ID

                                  COST APPROACH

In this approach, it is assumed that a purchaser would consider producing a
substitute, competing property with the same utility as the subject. The net
cost to the rational, informed purchaser is the measure of value of the subject
property. The net cost includes construction costs (to the purchaser, not the
contractor or builder), financing costs, and all other costs incurred during the
construction period. Any depreciation or diminished utility is deducted from the
costs in order to arrive at a net contribution of the improvements in their
present condition to the total property value as of the valuation date. The site
is valued as if vacant and available to be put to its highest and best use. This
is then added to the depreciated improvement costs to yield the value of the
total property as indicated by the Cost Approach.

Land Valuation

The most reliable procedure for estimating the land value is by the application
of the Direct Sales Comparison Approach. In estimating the value of the
subject's site, a search was conducted to find sales of similar parcels with
similar zoning and characteristics. Those sales considered to be the most
relevant indicators of the subject's land value are detailed on the following
pages.

                              SUMMARY OF LAND SALES
NO.      BUYER              DATE  $/SQ.FT. SIZE    LOCATION   SHAPE      ACCESS
- --------------------------------------------------------------------------------

1  Densest Restaurant Corp. 1994   $2.84  175,547  Fringe    Irregular  Adequate

2  G. Black                 1990   $1.46   64,468  HwyStrip  Irregular  Corner

3  P. Murelaga              1990   $2.33   55,757  Fringe    Typical    Adequate

4  Guardian Ltd. Ptshp. 2   1995   $4.54   72,500  Fringe    Irregular  Corner

5  M. Hemstreet             1987   $2.93  307,098  HwyStrip  Typical    Adequate

    Subject                 1996     N/A  324,170  HwyStrip  Irregular  Corner


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780 Lindsay Boulevard, Idaho Falls, ID

                                 LAND SALES MAP

                               [GRAPHIC OMITTED]


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James Ratkovich & Associates, Inc.                                            64
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780 Lindsay Boulevard, Idaho Falls, ID

                                 LAND SALE NO. 1

ADDRESS:                              Lindsay Boulevard, at U.S. 20 interchange
                                      Idaho Falls, Idaho
BUYER:                                Densest Restaurant Corp.
SELLER:                               M. Hemstreet
PRICE:                                $499,125
DATE:                                 August 1994
Terms:                                Cash

LEGAL DESCRIPTION:                    Lots 1, 2 and 3, Block 1, Gateway West
                                      Subdivision to the City of Idaho Falls,
                                      Idaho
LAND DESCRIPTION:
Dimensions:                           Irregular
Size:                                 175,547 sq. ft. Overall size of the parcel
                                      is more than adequate for most restaurant
                                      developments typical of the area.
Location:                             Fringe. North end of this commercial strip
                                      neighborhood, and having good visibility.
Shape:                                Irregular. A semi-circular parcel with no
                                      significant developmental limitations due
                                      to shape.
Access:                               Adequate. Direct from Lindsay Boulevard.
Physiography:                         Uniform. A generally level parcel at 
                                      street grade.
Site Imprvmnts:                       None.
Utilities:                            Typical city utilities are available to 
                                      the site.
Zoning:                               HC-1.  Existing zoning is appropriate for 
                                      most developments typical of the 
                                      neighborhood.
Sale Price Sq. Ft.                    $2.84

BEST USE:                             Commercial development with a restaurant,
                                      motel or convenience store.

COMMENTS:

One of several hotel sites all purchased by Hemstreet in anticipation of
building the Shilo Inn motel and convention center. After building on the
preferred site, this and another site were placed back on the market. It has
since been developed with a new Denny's restaurant. W. D. 893612 recorded.
Confirmed by Jon Corlett, MAI from Shirley Stewart, seller's attorney -
503-641-6565.


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780 Lindsay Boulevard, Idaho Falls, ID

                                 LAND SALE NO. 2

ADDRESS:                              Lindsay Boulevard. North corner of Lank
                                      Bank Street intersection
                                      Idaho Falls, Idaho
BUYER:                                G. Black
SELLER:                               Federal Land Bank
PRICE:                                $93,840
DATE:                                 April 1990
                                      Terms:Cash

LEGAL DESCRIPTION:                    Portion of Section 13, T 2 S, R 37 EBM,
                                      annexed to the city of Idaho Falls.

LAND DESCRIPTION:

Dimensions:                           Irregular
Size:                                 64,468 sq. ft. Overall size of the parcel
                                      is adequate for most developments typical
                                      of the neighborhood.
Location:                             HwyStrip. Just south of John's Hole
                                      interchange at U. S. Highway 20.
Shape:                                Irregular. A somewhat rectangular parcel
                                      with no developmental limitations due to
                                      shape plus a backland thumb of land used
                                      for additional parking required by code.
Access:                               Corner. Direct from either street.
Physiography:                         Uniform. A generally level parcel at 
                                      street grade.
Site Imprvmnts:                       None.
Utilities:                            Typical city utilities, including sewer,
                                      water and electricity are connected to the
                                      site.
Zoning:                               HC-1. Existing zoning is appropriate for
                                      most developments typical of the
                                      neighborhood.
Price/Sq. Ft.                         $1.46

BEST USE:                             Motel or other travel related development.

COMMENTS:

Site was subsequently improved with an Ameritel Motel. This follows construction
of a new Shilo Inn suites motel and convention center and an addition to a newer
Super 8 motel nearby. Following construction of the Ameritel, a Comfort Inn was
built southwest, nearer the Broadway/I15 interchange.


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James Ratkovich & Associates, Inc.                                            66
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780 Lindsay Boulevard, Idaho Falls, ID

                                 LAND SALE NO. 3

ADDRESS:                              Lindsay Boulevard. Across from the Utah
                                      Avenue junction.
                                      Idaho Falls, Idaho

BUYER:                                P. Murelaga
SELLER:                               Heirs of N. Boise Estate
PRICE:                                $130,000

DATE:                                 September 1990

Terms:                                $45,000 down, balance carried for three
                                      years, considered cash equivalent.
LEGAL DESCRIPTION:                    Part of the SE1/4Section 13, T 2 N, R 37
                                      EBM

LAND DESCRIPTION:

Dimensions:                           Irregular
Size:                                 55,757 sq. ft. Overall size of the parcel
                                      is adequate for most developments typical
                                      of the area.
Location:                             Fringe. South end of a secondary
                                      commercial strip near West Broadway.
Shape:                                Typical. A somewhat rectangular parcel
                                      with no developmental limitations due to
                                      shape.
Access:                               Adequate. Direct from Lindsay Boulevard.
Physiography:                         Uniform. A gently rolling parcel at street
                                      grade. This parcel has significant lava
                                      below grade.
Site Imprvmnts:                       None.
Utilities:                            Typical city utilities are available to
                                      the site upon annexation.
Zoning:                               HC-1. Existing zoning is appropriate for
                                      most developments typical of the
                                      neighborhood.
Price/Sq. Ft.                         $2.33

BEST USE:                             Commercial development related to the
                                      hospitality developments along this
                                      commercial strip. This could include
                                      retail shops, a small, limited service
                                      motel, or restaurant.

COMMENTS:

Buyer is a motel developer who subsequently shelved plans for a motel here in
the face of other competing motel developments which have been and will be built
here. W. D. 793657 recorded 9/18/90


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780 Lindsay Boulevard, Idaho Falls, ID

                                 LAND SALE NO. 4

ADDRESS:                              Channing Way and East 25th Street.
                                      Northwest corner of the intersection.

                                      Idaho Falls, Idaho

BUYER:                                Guardian Ltd. Ptshp. 2
SELLER:                               Custom Land Development
PRICE:                                $329,330

DATE:                                 May 1995

Terms:                                $200,000 down with the balance due in
                                      three months at 0% interest - considered
                                      essentially cash by the seller.
LEGAL DESCRIPTION:                    Lots 11 and 12, Block 104, Rose Nielsen
                                      Division No. 2, 1st Amended plat

LAND DESCRIPTION:

Dimensions:                           Irregular with about 260 ff on Channing
                                      Way and 225 ff on 25th Street
Size:                                 72,500 sq. ft. Overall size of the parcel
                                      is adequate for most developments typical
                                      of the area.
Location:                             Fringe. Secondary commercial and
                                      professional office district at the
                                      southeast corner of the city, midway
                                      between the Grand Teton Mall and the
                                      Eastern Idaho Regional Medical Center.
Shape:                                Irregular. rectangular parcel with no
                                      developmental limitations due to shape.
Access:                               Corner. Direct from either street.
Physiography:                         Uniform. A generally level parcel at 
                                      street grade.
Site Imprvmnts:                       None
Utilities:                            Typical city utilities are available to 
                                      the site.
Zoning:                               C-1. Existing zoning is appropriate for 
                                      most developments typical of the 
                                      neighborhood.
Rate/Sq. Ft.                          $4.54

BEST USE:                             Commercial development related to the
                                      southeast retail district or the EIRMC.

COMMENTS:

Purchased by a local business group (R. Ball, et al) for development of a new
Hampton Inn motel with 60 to 66 units. The buyer also acquired a first right of
refusal for another lot adjacent north of this which is only slightly smaller
than these two lots. W. D. 899594 recorded 5/25/95


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780 Lindsay Boulevard, Idaho Falls, ID

                                 LAND SALE NO. 4

ADDRESS:                              Channing Way and East 25th Street.
                                      Northwest corner of the intersection.

                                      Idaho Falls, Idaho

BUYER:                                Guardian Ltd. Ptshp. 2
SELLER:                               Custom Land Development
PRICE:                                $329,330

DATE:                                 May 1995

Terms:                                $200,000 down with the balance due in
                                      three months at 0% interest - considered
                                      essentially cash by the seller.
LEGAL DESCRIPTION:                    Lots 11 and 12, Block 104, Rose Nielsen
                                      Division No. 2, 1st Amended plat

LAND DESCRIPTION:

Dimensions:                           Irregular with about 260 ff on Channing
                                      Way and 225 ff on 25th Street
Size:                                 72,500 sq. ft. Overall size of the parcel
                                      is adequate for most developments typical
                                      of the area.
Location:                             Fringe. Secondary commercial and
                                      professional office district at the
                                      southeast corner of the city, midway
                                      between the Grand Teton Mall and the
                                      Eastern Idaho Regional Medical Center.
Shape:                                Irregular. A somewhat rectangular parcel
                                      with no developmental limitations due to
                                      shape.
Access:                               Corner. Direct from either street.
Physiography:                         Uniform. A generally level parcel at 
                                      street grade.
Site Imprvmnts:                       None
Utilities:                            Typical city utilities are available to 
                                      the site.
Zoning:                               C-1. Existing zoning is appropriate for
                                      most developments typical of the
                                      neighborhood.
Price/Sq. Ft.                         $4.54

BEST USE:                             Commercial development related to the
                                      southeast retail district or the EIRMC.

COMMENTS:

Purchased by a local business group (R. Ball, et al) for development of a new
Hampton Inn motel with 60 to 66 units. The buyer also acquired a first right of
refusal for another lot adjacent north of this which is only slightly smaller
than these two lots. W. D. 899594 recorded 5/25/95.


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780 Lindsay Boulevard, Idaho Falls, ID

Land Valuation (Continued)

General Sales Characteristics:

Time: Price movement in the market between date of sale and date of appraisal
may be significant. Most of the sales are very recent and there is otherwise
little significant change in value observed for this property class in the
recent past. Sale No. 1 indicates that, in comparison to No. 2, and after
adjustment for its relatively large size, there has been a significant stepwise
increase in values in this neighborhood in the recent past. This indicates a
greater upward adjustment to Sale Nos. 2 and 3. The increase in values is
illustrated by the recent acceleration of development in this area, including
construction of the Denny's restaurant, the new AmeriTel motel and the
remodeling of Jaker's restaurant.

Size: Significant differences in parcel sizes may require adjustment. There is
usually an inverse relationship between price rate and size. The subject, and
Sale No. 1 are larger in size in comparison to the remainder of the sales. For
these larger parcels, there is typically a smaller market which generally
results in a lower price rate, all other considerations being equal. A doubling
in size typically results in an adjustment of about 25% to 35%, although other
more apparent features may offset part of this adjustment.

Location: Similarity of neighborhoods results in minimal adjustments for offsite
influences. Valuation is made in accordance with the best use of the subject
previously estimated. Sale Nos. 1, 2 and 3 all have primary locations in the
subject neighborhood. Sale No. 6 is also located in a more rapidly developing
commercial area. Although somewhat subjective, the view of the river and the
greenbelt from the subject is considered superior to these three sales, also
indicating an upward adjustment. Location at the north end of the neighborhood
is inferior to location nearer the central business district at the south end,
as illustrated by a comparison of Nos. 2 and 3. The subject is near the middle
of the neighborhood.

A comparison of the sale of the subject to Nos. 2 and 3, four hears hence,
indicates a significant adjustment for views of the river. After consideration
of large size of the subject, the adjustment is significant. The difference is
one of several factors here but appears to be about 30% to 50%, after other the
adjustments discussed.

Shape: Deviations from typical rectangular shape can result in unusually wide or
narrow frontages with resultant value influences. All of the sales are of tracts
with normal utility for this property class. As discussed, the subject has a
generally rectangular shape which has normal utility.

Access: Relationship to the public street may vary. Insufficient curb cuts,
traffic of high volume and speed, divider medians, back up traffic at busy
intersections and the like may affect the properties studied. Operating expenses
and visibility to the public may be affected. Sale Nos. 2 and 6 have corner
frontage, indicating a moderate downward adjustment to the rate. However, broad
frontage of the subject allows development of multiple (3) entrances, offsetting
this feature. Typically, this feature results in a 15% to 20% adjustment. The
adjustment should be reduced somewhat due to the broad frontage of the subject
and is estimated at 10%.


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780 Lindsay Boulevard, Idaho Falls, ID

Land Valuation (Continued)

Cash Equivalency: Many land sales are currently carried on private contracts at
varying rates of interest and loan terms while other sales are for cash.
Inherent in the definition of Market Value is the concept of a cash sale or its
equivalent. As such, the terms of the comparable sales noted have been adjusted
to effective market discount rates, resulting in an indication of a cash
equivalent price.

Comparison:

Sale No. 1, at a rate of $2.84 per square foot, is a relatively large parcel on
Lindsay Boulevard, about half of which has been developed with a new Denny's
restaurant. It is located nearly north of the subject and has limited views of
the river and greenbelt. The sale is recent, indicating only a very slight
upward adjustment for the sale date. Size of this sale is smaller than the
subject, also indicating an upward adjustment to the rate. Access is adequate,
equal to that of the subject. Location further north is considered somewhat
inferior to that of the subject. As with the remainder of the sales, an upward
adjustment is indicated for the superior views of the river from the subject.

Sale No. 2, at a rate of $1.46 per square foot, is located adjacent south of
Sale No. 1 and north of the subject. In comparison to Sale No. 1, a significant
stepwise adjustment is indicated for the sale date based primarily on the
acceleration in the rate of development in the neighborhood beginning at about
that time. This sale was actually the first of these and the site was purchased
at the apparent low point in the neighborhood market. This parcel has corner
frontage and somewhat superior access to the subject, indicating a downward
adjustment to the rate. An upward adjustment is indicated for the smaller size
of this sale.

Sale No. 3, at a rate of $2.33 per square foot, is a site located just southwest
of the subject on the west side of Lindsay Boulevard, near Broadway Street. Lack
of any views of the river are part offset by closer proximity to Broadway. As
such, location is considered generally equal to Nos. 1 and 2. Larger size of the
subject indicates a downward adjustment to the rate. Access is somewhat inferior
to that of the subject. The greater adjustment is for the views of the river
from the subject.

Sale No. 4, at a rate of $4.54 per square foot, is representative of recent
commercial land sale prices along Channing Way. This is the area of greatest
non-retail development in the city and provides some indication of the upper
limit of values for this property class. Like Nos. 1, 2 and 3, this is a
potential motel site which has been developed with a new Hampton Inn. A slight
upward adjustment is indicated for the sale date. This sale is smaller than the
subject, indicating a downward adjustment to the rate. Corner frontage indicates
a moderate downward adjustment to the rate. Based on a comparison to No. 1,
following adjustments for size, only a slight downward adjustment is indicated
for location. This is considered appropriate based on the somewhat greater
amount of recent development here and proximity to the primary retail district
along 17th Street. Again, the proximity to the river indicates an upward
adjustment to the rate.


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780 Lindsay Boulevard, Idaho Falls, ID

Land Valuation (Continued)

Adjustments are made from the Sale Property to the Subject Property. Thus,
inferior features of the sale require positive or upward adjustments and,
conversely, superior features require negative or downward adjustments. The
adjustments discussed are summarized in the following chart.

                             SALES ADJUSTMENT CHART

         RATE    TIME     TIME    OTHER FEATURE ADJUSTMENTS       TOTAL   INDI-
          PER   ADJST    ADJSTD                          VIEWS/   ADJUST  CATED
NO.       S.F.   MENT     RATE  LOCATION  ACCESS   SIZE   OTHER    MENT   RATE
- --------------------------------------------------------------------------------
   1    $2.84    +.16    $3.00     +.60       0   -1.20  +2.50    $1.90   $4.90

   2    $1.46   +2.20    $3.66     +.80    -.40   -2.00  +2.50    $0.90   $4.56

   3    $2.33   +1.50    $3.83     -.35    +.35   -1.90  +2.50    $0.60   $4.43

   4    $4.54    +.10    $4.64     -.45    -.45   -1.80  +2.50    $0.20   $4.44

Adjustment Categories:                         

Rate: The price per square foot is used as the unit of comparison for this land
class as lot depths vary for most of the sales, resulting in little consistency
in the front foot price rate.

Time: Sales most proximate in time have been selected from those reasonably
comparable in other characteristics. An adjustment is made for the movement in
market prices since date of sale to date of appraisal.

Time Adjusted Rate: The selling price rate is first adjusted to current price
conditions before making the remaining comparisons with subject. As mentioned,
the more rapid price increases in other neighborhoods are likely moderating
based on the rates of development there. No significant price increase is
anticipated in the near future.

Location, Access, Size and Views/Other: These features are adjusted for as
discussed in the Comparison of the sales above and based on the individual
characteristic analyses which follow those comparisons.


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780 Lindsay Boulevard, Idaho Falls, ID

Land Valuation (Continued)

Total Adjustment: This is the total of the applicable adjustments made after the
initial price has been adjusted for time.

Indicated Rate: This is the per square foot rate indicated by each sale using
the matched pairing technique. The indicated rates are then correlated to a
single concluded rate for the subject site based on relative comparability of
the adjusted rates in relation to the subject. Greater weight is given the most
applicable indicated rates and lesser weight is given to those which are not as
closely applicable.

Conclusions:

The adjusted rates range from $4.43 to $4.90 per square foot. These are the
limits of a relatively narrow range of indicated values for the subject. Of
primary consideration is the location of the subject essentially adjacent to the
river and the attractive views thereof. Secondarily, general location of the
subject is very good, in one of the more rapidly developing commercial districts
in the city. The types of development here are in concert with higher land
values, as indicated by a comparison of other motel site sales along Lindsay
Boulevard (Nos. 2 and 3) and Channing Way (No. 4).

Attractive views of the river and the greenbelt along both sides of the river
are features which are superior to the sales. Visibility is also good, related
to the broad frontage of the subject. For commercial properties, this visibility
is a feature of significance on these secondary commercial arterials. In
conclusion, the rate for the subject estimated at the middle of the range, or at
$4.50 per square foot. In comparison to the original purchase price rate for the
subject shown above as Sale No. 5, this estimate is about 54% higher than the
original purchase price rate and appears to be reasonable. Summary calculations
are shown below.

                   324,170 sq. ft. @ $4.50/sq. ft. =$1,458,765

                               Conclude $1,460,000
                                        ==========


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780 Lindsay Boulevard, Idaho Falls, ID

COST APPROACH (Continued)

Reproduction Cost New

The next step in the Cost Approach is to estimate the cost new of the subject
improvements. The dimensions and characteristics of the improvements have been
identified through a field inspection and analysis. There are two forms of cost
data generally available. These are Replacement and Reproduction costs.

Replacement Cost is defined in Real Estate Terminology, Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of a building having
utility equivalent to the building being appraised but built with modern
materials and according to current standards, design and layout."

Reproduction Cost is defined in Real Estate Terminology, Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of an exact duplicate or
replica using the same materials, construction standards, design, layout, and
quality of workmanship, embodying all the deficiencies, super adequacies and
obsolescence of the subject building."

The use of the replacement cost concept presumably eliminates all functional
obsolescence, and the only depreciation to be measured is physical deterioration
and external obsolescence. In this appraisal, the Marshall Valuation Service, a
nationally recognized cost service, as well as consultation with local
contractors, has been used to derive the estimate of the replacement cost. The
publishers of this manual consider the estimates to be replacement costs, but
when the cost model closely conforms in construction materials and methods to
the subject, these costs can be considered as reproduction costs.

Since the cost estimate is applied to the gross area of the subject property,
the deficiencies and other adequacies of the subject are embodied in the cost
estimate and are dealt with in the depreciation estimate. The cost utilized in
this analysis is therefore considered to represent Reproduction Costs.

This estimate is set forth on the Development Proforma located at the end of
this approach. These costs include hard costs for construction, soft costs for
architectural and engineering, soil, legal, supervision, fees and related costs;
Financing costs; leasing commissions; and rent loss during absorption.
Developers profit is added at 18 percent to account for the high level of risk
and skill required to develop hotel property.

The hard construction cost for the improvements is estimated at $66.53 per
square foot. Soft costs are estimated at 8 percent for design, architectural and
engineering; 3 percent for development overhead, and 15 percent of annual
income, or $399,615, is estimated for opening expenses and income loss during
stabilization.


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James Ratkovich & Associates, Inc.                                            74
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780 Lindsay Boulevard, Idaho Falls, ID

COST APPROACH (continued)

Furniture, Fixtures & Equipment

The guest rooms are furnished with typical modern furnishings which include
either a single king-sized bed, two or three queen beds, side tables, desk,
dresser, chairs, table, draperies, night stands, color television with remote,
lamps, couch, clock radio and telephones. Most rooms have a small refrigerator,
microwave and hair dryer. There are some kitchenette units. FF&E includes all
the furnishings, linens and supplies, cleaning and house keeping equipment,
business office and front desk equipment, furnishings and related personal
items. We have estimated these personal property items at a depreciated
replacement value of $3,500 per room, or $567,000.

Accrued Depreciation

Accrued depreciation is the difference between the reproduction cost of the
improvements and the market value of the improvements on the date of valuation.
Depreciation is characterized by three categories: physical, functional and
external.

Physical depreciation is evidenced by wear and tear of the structure. Functional
obsolescence is also caused by internal characteristics such as a poor floor
plan, inadequate mechanical equipment or functional inadequacy or over adequacy
due to size or other characteristics. External or economic obsolescence is
caused by conditions external to the property, such as a lack of economic demand
or changing property uses in the area, or general national or regional economic
conditions.

To establish the appropriate depreciation to be applied to the subject, the
Marshall Valuation Service has been consulted. This service collates by type of
construction and usage actual case studies of properties to produce market
derived depreciation and remaining life estimates. These studies resulted in
mathematical curves from which the depreciation for any initial life expectancy
can be computed. An additional method of estimating physical depreciation is the
Age/Life Method. This is a method of estimating incurable physical deterioration
as a percentage applied to current replacement or reproduction cost new of the
improvements. The percentage reflects the ratio of estimated effective age to
typical anticipated economic life.

The depreciation estimate for the subject property is based an effective age at
10 years and an expected life of 50 years for the improvements indicating a
depreciation estimate of 20 percent.

Located on the following page is a summary of the replacement cost new,
including depreciation and land value indication. It indicates an As Is value of
subject property, as follows:

                                   $14,070,000
                                   ===========


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James Ratkovich & Associates, Inc.                                            75
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

                             Replacement Cost Study

<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------
Development Proforma
Shilo Inn, Idaho Fails ID
- ---------------------------------------------------------------------------------------------

MVS: Sec 11.P 17. Class D, GoodCurrentX   Local X   Adj$/sf
- ---------------------------------------   -------   -------
<S>                       <C>      <C>       <C>    <C>      <C>          <C>            <C>
Base Cost:                $69.30   1.00      0.96   $66.53
Hard Costs                    Measure              $/Measure                 Cost        $/SF
- ----------                    -------              ---------                 ----        ----
  Building                   162,857 SF              $66.53  $10,834,550
  Yard Improvements                                             $225,000
                                                                --------

Total Hard Costs                                                          $11,059,550   $67.91

Soft Costs
Architectural & Engineering                 8.00%               $884,800
Development Overhead                        3.00%                331,800
Stabilization & Opening Expenses     15% of annual income        399,615

Total Soft Costs                                                           $1,616,215    $9.92
                                                                        -------------
Total Improvement Costs                                                   $12,675,766   $77.83

Entrepreneurial Profit        15.00%                                       $1,901,365   $11.68
                                                                        -------------   ------
Total                                                                     $14,577,131   $89.51

Depreciation Adjustment       Age/Life            % Dep.       $ Dep.
- -----------------------
Physical                       10/50              20.00%       $2,535,153
Total Depreciation                                                         $2,535,153   $15.57
                                                                        -------------   ------
Project Costs (Depreciated Replacement Cost)                              $12,041,978   $73.94

Depreciated Furniture Fixtures & Equip.      162 Units @           $3,500    $567,000

Land Valuation                  Acres          SE    $/SF      Land Value      Total
- --------------                  -----          --    ----      ----------      -----
Site Value in Fee               7.44      324,170   $4.50      $1,458,765

Site Value                      7.44      324,170   $4.50                  $1,460,000

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

Indicated Value                                                           $14,068,978

  Rounded                                                                 $14,070,000
                                                                          ===========
- ---------------------------------------------------------------------------------------------
</TABLE>


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James Ratkovich & Associates, Inc.                                            76
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780 Lindsay Boulevard, Idaho Falls, ID

                           DIRECT COMPARISON APPROACH

The Direct Comparison Approach attempts to estimate the value of the subject
property by comparing sales of similar properties within the market area of the
subject. These sales are inspected, verified as to price, terms and conditions
of the property at the date of sale, location, and income characteristics of the
property. The data are then analyzed and compared to the subject property. The
units of comparison considered significant in determining the subject's market
value are the sale price per square foot and price per unit. In addition, a
Gross Room Revenue Multiplier is derived for use as an additional measure of
value for this approach. The overall rate is also abstracted from the market
data for use in the Income Approach.

A search of the subject's regional market area was conducted to find sales of
generally comparable hotel facilities that have occurred in the recent past. A
summary of the sales that were considered most relevant for this analysis are
summarized on the following page.


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James Ratkovich & Associates, Inc.                                            77
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

                            SUMMARY OF IMPROVED SALES

                        ---------------------------------
                         REGIONAL SUMMARY OF HOTEL SALES
                        ---------------------------------

<TABLE>
<CAPTION>
====================================================================================================================================
                           Date of  Year  Building  Land  Land/Bldg No of  Gross.    Sale     Price/   Price/      Comments
No.       LOCATION          Sale    Built   Area    Area    Ratio   Units Area/Rm.   Price    Sq.Ft.   Unit
====================================================================================================================================

<C>                         <C>      <C>   <C>     <C>     <C>       <C>    <C>   <C>         <C>     <C>      <C>
1  Comfort Inn              May-95   1990  30,740  76,405  2.49 :1    58    530   $2,800,000  $91.09  $48,276  Occupancy reported at
   13207 NE 20th Avenue                    Est.                                                                70 percent ADR @ 
   Vancouver, WA                                                                                               $46.00. No food and
                                                                                                               beverage One meeting 
                                                                                                               room, spa, pool, 
                                                                                                               excercise Located 
                                                                                                               near new mall.

 2 Comfort Inn              Jun-96   1992  34,000  66,646  1.96 :1    64    531   $2,600,000  $76.47  $40,625  Two-story wood frame 
   8855 SW Citizens Drive                                                                                      motel located in 
   Wilsonville OR                                                                                              suburban location.

 3 Ramada Inn               Oct-94   1978  68,410  16,200  0.24 :1   120    570   $8,400,000 $122.79  $70,000  Four-story wood frame
   2200 Fifth Avenue                                                                                           & stucco downtown 
   Seattle, WA                                                                                                 location. Renovated 
                                                                                                               prior to sale. $70 
                                                                                                               ADR estimate.

 4 Travelodge               Jun-94   1961  30,820  56,912  1.85 :1    74    416   $4,200,000 $136.28  $56,757  Includes retail 
   4715 25th Avenue NE                                                                                         building 
   Seattle, WA                                                                                                 (Blockbuster) ADR est
                                                                                                               $55.00 Pool, spa.

 5 West Coast Gateway Hotel Mar-96   1990  59,074  71,165  1.20 :1   145    407  $11,218,164 $189.90  $77,367  SeaTac Airport 
   18415 Pacific Highway South                                                                                 location. All cash 
   Seattle, WA                                                                                                 sale.

 6 Best Western Hotel       Mar-95   1986  91,618 262,749  2.87 :1   147    623   $5,500,000  $60.03  $17,415  Three story wood 
   15901 W. Valley Highway                                                                                     frame structure 
   Tukwilla WA                                                                                                 includes restaurant,
                                                                                                               spa, excercise room 
                                                                                                               and outdoor pool.
   Unadjusted Range:               $60.03    to   $189.90 /Sq.Ft.
                                  $37,415    to   $77,367 /Unit

                                 Mean:    $112.76 / Sq Ft      $55,073 / Unit
</TABLE>


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James Ratkovich & Associates, Inc.                                            78
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

                                    Sales Map

                                [GRAPHIC OMITTED]

                                ----------------
                                Comparable Sales
                                ----------------


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James Ratkovich & Associates, Inc.                                            79
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

                              COMPARABLE SALE NO. 1

                               [GRAPHIC OMITTED]

ADDRESS:          Comfort Inn                 GRANTOR:         Ray Patel, et al.
                  13207 NE 20th Avenue        GRANTEE:         Shree Ram LLC
                  Vancouver, WA
DESCRIPTION:      Two-story wood frame        DOCUMENT #:      Na
                  and stucco limited service  MARKET TIME:     Na
                  hotel                       NUMBER OF UNITS: 58
YEAR BUILT:       1990                        SALE PRICE:      $2,800,000
LOT SIZE:         76,405 S.F.                 SALE DATE:       June 5, 1995
CONDITION:        Average/Good                TERMS:  $350,000 down
QUALITY:          Average                             seller wrapped existing 
                                                      $1.45M 1st TD with, due in
                                                      10 years
BUILDING AREA:    30,740 S.F.                 GROSS INCOME:    $685,540
LAND:BLDG RATIO:  2.49:1                      NET INCOME:      $288,000
PRICE/S.F.:       $91.09                      OVERALL RATE     10.29%
PRICE/UNIT:       $48,276                     GRM:             4.08
FF&E:             $140,000

COMMENTS: This property is located at the Vancouver Mall north of Portland
Airport in a newly developing area. It is a newer property in good condition but
round about access. 1994 ADR reported at $46.00 and Occupancy at 70%.


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James Ratkovich & Associates, Inc.                                            80
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

                              COMPARABLE SALE NO. 2

                               [GRAPHIC OMITTED]

ADDRESS:          Comfort Inn                 GRANTOR:      Mahalaxmi Inc.
                  8855 SW Citizens Drive      GRANTEE:      Ganesh Enterprises
                  Wilsonville, OR
DESCRIPTION:      Two-story wood              DOCUMENT #:   9603044444
                  frame limited service       MARKET TIME:  Na
                  hotel
NUMBER OF UNITS:  64
YEAR BUILT:       1992                        SALE PRICE:   $2,600,000
LOT SIZE:         66,646 S.F.                 SALE DATE:    June 19, 1996
CONDITION:        Average/Good                TERMS:        $800,000 down
QUALITY:          Average                                   $1,8M 1st Td 
                                                             Commercial Bank
BUILDING AREA:    34,000 S.F.                 GROSS INCOME:             $804,825
LAND:BLDG. RATIO: 1.96:1                      NET INCOME:               $310,628
PRICE/S.F.:       $76.47                      OVERALL RATE              11.95%
PRICE/UNIT:       $40,625                     GRM:                      3.23
FF&E:             $160,000 Est.

COMMENTS: This suburban property is located near Highway 5 and is a newer
property with good exposure but less than direct access.


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James Ratkovich & Associates, Inc.                                            81
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

                              COMPARABLE SALE NO. 3

                               [GRAPHIC OMITTED]

ADDRESS:          Ramada Inn                 GRANTOR:      2200 Fifth Ave. Ltd.
                  2200 5th Avenue            GRANTEE:      Devin Corporation

                  Seattle, WA

DESCRIPTION:      Four-story over parking    DOCUMENT #:     9410280992
                  frame and stucco hotel     MARKET TIME:    6 months
                  with restaurant/lounge     UMBER OF UNITS: 120

YEAR BUILT:       1978                       SALE PRICE:     $8,400,000
LOT SIZE:         16,200 S.F.                SALE DATE:      October 28, 1994
CONDITION:        Average                    TERMS:       $3,000,000 down
QUALITY:          Average                                 $5,400,000 1st Td 
                                                           Seafirst Bank
BUILDING AREA:    68,410 S.F.                GROSS INCOME:   Na
LAND:BLDG RATIO:  0.24:1                     NET INCOME:     Na
PRICE/S.F.:       $122.79                    OVERALL RATE    Na
PRICE/UNIT:       $70,000                    GRM:            Na

COMMENTS: This property is located on Fifth Avenue in the Denny Grade area of
downtown Seattle. It was renovated prior to the sale with new lobby, HVAC and
FF&E. Property leases additional parking nearby. Seller leased back property for
10 years, terms unknown. Central city location, average appeal.


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James Ratkovich & Associates, Inc.                                            82
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780 Lindsay Boulevard, Idaho Falls, ID

                              COMPARABLE SALE NO. 4

                               [GRAPHIC OMITTED]

ADDRESS:         Travelodge                   GRANTOR: Vincent Hanna Fowler Inv.
                 4715-25 25th Avenue NE       GRANTEE: P.B. Investments Ltd.

                 Seattle, WA

DESCRIPTION:     One and two-story wood       DOCUMENT #:   9506222113
                 frame and stucco motel with  MARKET TIME:  12 month
                 6,700 sf retail building
NUMBER OF UNITS: 74

YEAR BUILT:      1961                         SALE PRICE:   $4,200,000
LOT SIZE:        56,912 S.F.                  SALE DATE:    June 22, 1994
CONDITION:       Average                      TERMS:        All cash
QUALITY:         Average
BUILDING AREA:   30,820 S.F.                  GROSS INCOME:      Na

LAND:BLDG RATIO: 1.85:1                       NET INCOME:        Na
PRICE/S.F.:      $136.28                      OVERALL RATE       Na
PRICE/UNIT:      $56,757                      GRM:               Na

COMMENTS: This suburban property is located north of the University of
Washington and across from University Village shopping center. The Travelodge
has a detached Blockbuster retail store on the site which enhanced the sales
price. That store is leased at $9,520 per month triple net with 7 years
remaining. Extraction of retail portion value indicates $800,000 based on
capitalization of lease income for 7 years plus reversion on the Blockbuster
lease. Residual to the Motel is $3,400,000 or $45,945 per unit and $110.32 per
square foot.


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James Ratkovich & Associates, Inc.                                            83
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

                              COMPARABLE SALE NO. 5

                                [GRAPHIC OMITTED]

ADDRESS:          Westcoast Gateway Hotel         GRANTOR:  Gateway Hotel LP
                  18415 S. Pacific Highway        GRANTEE:  Patriot American 
                  Sea-Tac, WA                                 Hospitality
DESCRIPTION:      Six-Story, good quality Class   DOCUMENT #:   7110-407
                  B hotel w/ restaurant, lounge   MKTG.TIME::   N/A
                  Pool and spa amenities.         ROOM CT.:     145
YEAR BUILT:       1990                            SALE PRICE:   $ 11,218,164
LOT SIZE:         71,165 SF (1.63 Acre)           SALE DATE:    March, 1996
CONDITION:        Good                            TERMS:        Cash Equivalent
QUALITY:          Average-Good                    CLASS:        Limited service,
                                                                  upper tier
BUILDING AREA:    59,074 SF                       GROSS INCOME:       N/A
LAND:BLDG RATIO:  1.20:1                          NET INCOME:         N/A
PRICE/SF:         $189.90                         OVERALL RATE        N/A
PRICE/UNIT:       $77,367                         GRM:                N/A
                                                 
COMMENTS: This property is located adjacent to the Sea-Tac International
Airport. It has one of the best proximity of the hotels along Pacific Highway.
Constructed of good quality Class B materials. Part of a five property portfolio
sale which included 3 Seattle properties, 1 in Wenatchee, and 1 in California.
Unable to obtain operating data to extract OAR, or revenue/expense ratios.


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James Ratkovich & Associates, Inc.                                            84
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

                              COMPARABLE SALE NO. 6

                               [GRAPHIC OMITTED]

ADDRESS:         Best Western Southcenter   GRANTOR: United States National Bank
                 15901 W. Valley Highway    GRANTEE: Wen & Liu
                 Tukwilla, WA
DESCRIPTION:     Three-story and one-story  DOCUMENT #:   95-3311394
                 wood frame structures,     MKTG.TIME::   N/A
                 restaurant, pool & spa     No Of Units:  147
YEAR BUILT:      1986                       SALE PRICE:   $5,500,000
LOT SIZE:        262,749 S.F.               SALE DATE:    March 31, 1995
CONDITION:       Average                    TERMS:        Cash Equivalent
QUALITY:         Average
BUILDING AREA:   91,618 S.F.                GROSS INCOME:        N/A
LAND:BLDG RATIO: 2.87 :1                    NET INCOME:          N/A
PRICE/SF:        $60.03                     OVERALL RATE         N/A
PRICE/UNIT:      $37,415                    GRM:                 N/A

COMMENTS: This property is regarded as the limited service hotel facility in the
Seattle-Tacoma market area. Located near Freeway across the street from newer
Embassy Suites and north of Residence Inn Hotel in a suburban location. Unable
to obtain operating data to extract OAR, or revenue/expense ratios.


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James Ratkovich & Associates, Inc.                                            85
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

DIRECT COMPARISON APPROACH (Continued)

To compare the relevant sales to the subject property, consideration has been
given to such factors as financing, market conditions, conditions of sale and
physical and economic characteristics such as location, quality of the
improvements, age and condition of the improvements, overall size and property
operation levels.

Property Rights Conveyed

This adjustment considers the differences in legal status (interest) between the
subject property and the comparable sales. Specific interests convey different
types of rights in a property that affect value. Property rights can be defined
as fee simple, leased fee and leasehold interests. All the sales used were fee
simple estates and no property rights adjustments are necessary.

Financing Adjustment

Typical income producing property sales transactions involve some combination of
mortgage financing and cash (or equity) transfer. Knowledgeable investors are
aware that the use of mortgage financing will have an effect on the yield to
equity funds. The careful structuring of the mortgage and equity components of a
transaction may produce higher returns to the equity position than the overall
return to the property (positive leverage). This process can work in the
opposite direction when the rate paid for mortgage funds exceeds the overall
rate produced by the property (negative leverage). When the terms of the sale
are atypical, the result may be a price that is higher or lower than that of a
normal market transaction. In this analysis, it is assumed that the subject is
expected to sell for cash or with the prevalent institutional financing terms
available.

The comparable sales have been reviewed in reference to their financing and
typically involved normal or large down payments with the balance typically
financed by the seller or major lending institutions at prevailing long term
rates. No secondary financing was of any particular advantage and was not
considered to affect the sale prices. Based on an analysis of the financing
terms of the comparable sales, no adjustments were required and the sales are
all cash equivalent.

Conditions of Sale

The comparables were reviewed for their conditions of sale surrounding the
transactions. Sale 4 has a retail store on site that is estimated to contribute
approximately $800,000 which results in an adjusted price to the hotel property
of $3,400,000 or $45,945 per room. Sale 5 sold to the same buyer as part of a 5
property portfolio sale. However, the prices were established for each of the
sale properties separately and no adjustment is necessary. The other sales are
not considered to require any conditions of sale adjustments since the sales
prices were all based on market value with no unusual conditions surrounding the
transactions.


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James Ratkovich & Associates, Inc.                                            86
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

DIRECT COMPARISON APPROACH (Continued)

Market Conditions

The next adjustment to the comparables is to determine any change in value
associated with the passage of time. Due to changes in market conditions between
the date of sale and the date of valuation, an adjustment must be made to
compare the comparable sale to the subject. Changes in the market conditions
often result from various causes such as inflation, deflation, changing demand
or supply and changes in the general economy. It is noted that the adjustment is
not for the passage of time itself, but for the changes in market conditions
that have occurred over the time period in question. The best indication of
value change over time is the sale and resale of the same property. The sales
used occurred between mid 1994 and mid 1996, under similar market conditions as
exist for the subject valuation. No market conditions adjustments are warranted.

Locational, Quality, Age and Condition and General Adjustments

The sales used indicate a range between $60.32 to $189.90 per square foot. They
range between $37,415 to $77,367 per unit. The sales occurred between June 1994
and June 1996 and are the best available sales comparables for use in comparison
to the subject property due to their generally similar physical and economic
characteristics.

It is noted here that we reviewed several motel/hotel sales in the local market
area which occurred in the past two years and found most to have sold at prices
below the low end of the above range. Many of those properties are locally
oriented, poorly performing properties which did not represent viable investment
alternatives to the subject and thus they were not included in our analysis. We
had to broaden our search to a regional market since we considered the subject
property to have a regional investment and market appeal. While the sales used
are not direct comparables to the subject property, generally being in urban
locations and larger market areas, they are the best indicators of the subject's
value due to its economic and market characteristics which are more similar to
the sales used than to local sales, and due to its regional identity as part of
the regional chain with a good reputation and an established guest following.

Since the validity test for all adjustments in the sales comparison approach is
what the market reaction to differences will be, we conclude that the market's
reaction to one property over another is ultimately reflected in its stabilized
operating performance. Market preferences for dozens of amenities and
characteristics including neighborhood/location, pool/spa's, exercise rooms,
restaurants, shuttle services, continental breakfasts, free movie channels etc.
are all expressed in the economic productivity of the going concern. The better
the amenity mix the more the property generates. Conversely, if the operations
and facilities fail to meet local standards and customer preferences, this will
be reflected in a lower economic performance.


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James Ratkovich & Associates, Inc.                                            87
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

DIRECT COMPARISON APPROACH (Continued)

Therefore, individual adjustments for property characteristics are not even
attempted here. Developing statistical correlation to determine the relative
contribution to total property value of various amenities or locational
characteristics would become absurdly complex. Instead we focus on the range of
values indicated on a per unit basis and on the value indicators that indicate
economic productivity and return potential. These are the gross revenue
multiplier (GRM) and the overall capitalization rate (OAR).

Gross Revenue Multipliers

We were careful to select our primary comparable sales from within the general
region of the subject property where similar economies and social factors impact
value. However when we attempted to verify income and operating expense
information for the sales referenced herein we were only able to confirm data
for two of the six sales profiled here. This is simply too small a sampling to
develop reliable GRM and OAR indicators for estimating values through the Sales
Comparison Approach. Therefore we have summarized these sales together with four
other supplementary sales for which income/expense data and GRM/OAR indicators
could be extracted and verified. These sales are summarized on the table on the
previous page.

These sales represent a broader cross-section of hotel properties encompassing
limited and full service properties, and include some middle and upper tier
market operations. The best GRM value indicators for the subject property are
indicated by Sale Nos. 1 through 4 which suggest GRM's in the mid 3 range to low
4 times gross revenue. We have estimated a GRM of 4.0 as applicable to the
subject property which indicates a value of:

                     $2,664,103 GRM x 4.0 =        $10,656,412

                     Rounded                       $10,650,000

Value Per Unit

Recognizing that these indicators yield somewhat divergent values, we must point
out that without a highly detailed, multi-factorial quantitative adjustment
process, the sales comparison approach is going to yield the most divergent
array of value indicators of the three approaches. Attempting to apply
"reasonable" adjustments injects so much subjectivity into the analyses that we
conclude the principal benefits of the direct sales comparison approach are
diagnostic rather than projective. They may reveal operating, economic and
functional anomalies of the subject property but in the end prove marginal at
actually predicting value.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            88
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

                         -------------------------------
                            SUPPLEMENTAL HOTEL SALES
                         -------------------------------

<TABLE>
<CAPTION>
==============================================================================================================================
                         Date of    Year   Building  No.of     Gross                 Sale       Price/    Price
No.     LOCATION           Sale     Built    Area    Units    Revenue      NOI       Price      Sq. Ft.    Unit   GRM    OAR
==============================================================================================================================

<S>                       <C>       <C>     <C>         <C>  <C>        <C>        <C>          <C>      <C>      <C>   <C>   
1  Comfort Inn            May-95    1990    30,740      58   $685,540   $288,000   $2,800,000   $91.09   $48,276  4.08  10.29%
   13207 NE 20th Avenue
   Vancouver, WA

2  Capital Inn/Days Inn   Jan-95    l990    29,949      81   $778,745   $373,765   $3,320,000  $110.86   $40,988  4.26  11.26%
   120 College Street
   Lacey WA

3  Quality Inn            Oct-95  1977/86   29,200      73   $685,200   $293,760   $2,625,000   $89.90   $35,959  3.83  11.19%
   1545 NE Burnside
   Gresham, OR

4  Comfort Inn            Jun-96    1992    34,000      64   $804,825   $310,628   $2,600,000   $76.47   $40,625  3.23  11.95%
   8855 SW Citizens Drive
   Wilsonville OR

5  Ameritel Inn           Jun-96    l99l    48,966      94 $1,652,218   $823,838   $6,110,000  $124.78   $65,000  3.70  13.48%
   Confidential

6  Bellevue Hilton        Aug-95    1979   122,369     180 $3,945,000 $1,107,000  $12,300,000  $100.52   $68,333  3.12   9.00%
   100 ll2th Street NE
   Bellevue WA

                                   Mean:                                                        $98.93   $49,863  3.70  1l.19%
   Unadjusted Ranges:             $76.47    to    $124.78 /Sq.Ft.
                                 $35,959    to    $68,333 /Unit
                                    3.12    to       4.26 GRM
                                   9.00%    to      l3.48% OAR
</TABLE>


                                                                              89
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

DIRECT COMPARISON APPROACH (Continued)

The primary sales comparables most similar to the subject in geographic
proximity, size, type of operation and age are Sales Nos. 1, 2, 4, and 6. These
sales suggest values in the mid 40,000's per unit. However, these properties are
priced at a lower daily rate and achieve lower occupancies which requires us to
be above that range. Sale Nos. 3 and 5 indicate a value range of $70,000 and
$77,367 per unit and represent more similar economic characteristics but
superior locations. Given the age, renovation in progress and stable economic
performance of the subject we conclude that the subject is at the upper end of
the range between the two sets of sales. Therefore, we conclude on a value of
$65,000 per room or:

                   162 Units @ $65,000 per Unit = $10,530,000

                             Conclude @ $10,530,000

Correlation of Value

The two units of comparison applied indicate a range of value for the subject
property between $10,530,000 and $10,650,000. We have selected a value
indication at the middle of the two indications, as follows:

                       Conclude                   $10,600,000
                                                  ===========


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James Ratkovich & Associates, Inc.                                            90
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

                                 INCOME APPROACH

The Income Approach is premised upon the principle of anticipation which holds
that value is determined by the present worth of the anticipated future
benefits. These benefits in the case of an income producing property are the net
cash flows, the reversion at the end of the holding period, and the inherent tax
benefits afforded an owner of income property.

In this approach, the value is estimated by the capitalization of the expected
future net income. Capitalization is the process of converting an income stream
into a single capital value. This is the amount that a prudent, typical informed
purchaser would pay as of the valuation date for the right to receive the
forecast net income over the specific period.

In order to make relatively accurate income and expense projections for the
subject property, we have relied on the subject's actual operating history for
the past three years, plus the trailing 12 months ended August 1996. We also
relied on market conditions, lodging industry reports and our survey of lodging
competition in the subject's area. We also analyzed local industry trends from
Star Reports as prepared by Smith Travel Research.

As a part of our analysis to develop the potential gross income of the subject,
the appraiser has conducted a survey of hotel facilities considered to be
competitive with the subject property. The survey focused on hotels which are
considered to be primary competition to the subject. These hotels are summarized
on the following page.


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James Ratkovich & Associates, Inc.                                            91
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

                          SUMMARY OF COMPETITIVE HOTELS

================================================================================
 No.     Location        No. of      Rack Rate                Comments
                         Rooms
================================================================================

 1  Holiday Inn Westbank   142     $95.00 All rooms      Guest Laundry, HBO,
     475 River Parkway           $300.00 Pres. Suite       Outdoor Pool,
        Idaho Falls                                     Continental Breakfast
                                                          Restaurant/Lounge

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

 2     Quality Inn         128     $52-$56 Single        Outdoor Pool, Spa
     850 Lindsay Blvd.               $60 Suite          Continental Breakfast
        Idaho Falls                                    Cable TV, Coffee Maker
                                                          Restaurant/Lounge

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

 3  Best Western Stardust  248     $49-$64 Single        Outdoor Pool, Spa,
      700 Lindsay Blvd.              $75 Suite           Exercise Room, HBO
        Idaho Falls                                        Cont. Breakfast
                                                          Restuarant/Lounge

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

 4     Ameritel Inn        126       $79 Single            Indoor Pool, Spa
     645 Lindsay Blvd.             $109-$139 Suite           Exercise Room 
        Idaho Falls                                      Continental Breakfast
                                                             Coffee Maker

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

 *        Subject          162     $89-$99 Queen        Indoor Pool, Spa, Sauna,
    1019 S. Progress Ave            $99-$109 King         Steam Room, Exercise  
         Idaho Falls              $115-$125 Suite         Room, Complimentary   
                                  $169 Shilo Suite          Breakfast, HBO, 
                                                        Showtime, Disney, Coffee
                                                        Maker, Restaurant/Lounge

================================================================================


- ----------------------------------
James Ratkovich & Associates, Inc.                                            92
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

                             COMPETITIVE HOTELS MAP

                               [GRAPHIC OMITTED]


- ----------------------------------
James Ratkovich & Associates, Inc.                                            93
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

- --------------------------------------------------------------------------------
                                   SHILO INN
# of Rooms          162            780 Lindsey Boulevard           Under remodel
                                   Idaho Falls, ID
Building Area   162,857 sf     RECONSTRUCTED HISTORICAL OPERATING DATA
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
                                                                                              
                                      1993                         1994                        
- ----------------------------------------------------------------------------------------------
Occupancy Rate                          65.00%                       69.00%                   
Average Room Rate                       $66.59                       $63.74                   
REVENUES                                       % Total Per Room             % Total Per Room  
                                               ------- --------             ------- --------  
<S>                                 <C>          <C>    <C>      <C>          <C>    <C>      
 Room Rentals                       $2,485,063   92.8%  $15,340  $2,541,811   93.3%  $15,690  
 Restaurant                            107,266    4.0%     $662      93,501    3.4%     $577  
 Telephone                              67,353    2.5%     $416      69,188    2.5%     $427  
 Other Income                           16,821    0.6%     $104      19,929    0.7%     $123  
- ----------------------------------------------------------------------------------------------
Total Revenue                       $2,676,503  100.0%  $16,522  $2,724,429  l00.0%  $16,8l7  

EXPENSES
Departmental Expenses
 Rooms Department                      524,722   19.6%   $3,239     471,902   17.3%   $2,913  
 Food & Beverage                        14,337    0.5%      $89       9,356    0.3%      $58  
 Telephone                              41,302    1.5%     $255      37,213    1.4%     $230  

Undistributed Operating Expenses
 Administrative & General              133,970    5.0%     $827     137,478    5.0%     $849  
 Management                            133,825    5.0%     $826     136,221    5.0%     $841  
 Marketing                              79,747    3.0%     $492      79,990    2.9%     $494  
 Utilities                              99,221    3.7%     $612     116,958    4.3%     $722  
 Property Operations & Maintenance      77,614    2.9%     $479      78,760    2.9%     $486  
 Capital Expenditures                   22,300    0.8%     $138      55,808    2.0%     $344  
 Miscellaneous                           7,224    0.3%      $45       9,045    0.3%      $56  

Fixed Charges
 Property Tax & License                l90,9l0    7.1%   $1,178     l85,342    6.8%   $1,144  
 Insurance                               5,370    0.2%      $33      l0,304    0.4%      $64  

- ----------------------------------------------------------------------------------------------
Total Expenses                      $1,330,542   49.7%   $8,213  $l,328,377   48.8%   $8,200  

NET OPERATING INCOME                $1,345,96l   50.3%   $8,308  $1,396,052   51.2%   $8,618  
- ----------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
                                                                   Trailing 12
                                       1995                        Months8/96
- ---------------------------------------------------------------------------------------------
Occupancy Rate                           64.00%                       59.00%
Average Room Rate                        $63.64                       $63.78
REVENUES                                        % Total Per Room             % Total Per Room
                                                ------- --------             ------- --------
<S>                                  <C>          <C>    <C>      <C>          <C>    <C>    
 Room Rentals                        $2,380,856   92.2%  $14,697  $2,183,287   91.7%  $13,477
 Restaurant                             115,540    4.5%     $713     113,256    4.8%     $699
 Telephone                               70,715    2.7%     $437      71,337    3.0%     $440
 Other Income                            16,321    0.6%     $101      12,679    0.5%      $78
- ---------------------------------------------------------------------------------------------
Total Revenue                        $2,583,432  100.0%  $15,947  $2,380,559  100.0%  $14,695

EXPENSES
Departmental Expenses
 Rooms Department                       477,162   18.5%   $2,945     468,131   19.7%   $2,890
 Food & Beverage                          9,507    0.4%      $59       8,200    0.3%      $51
 Telephone                               33,328    1.3%     $206      30,730    1.3%     $190

Undistributed Operating Expenses
 Administrative & General               137,080    5.3%     $846     107,929    4.5%     $666
 Management                             129,172    5.0%     $797     119,028    5.0%     $735
 Marketing                              133,692    5.2%     $825     113,770    4.8%     $702
 Utilities                              110,747    4.3%     $684     113,995    4.8%     $704
 Property Operations & Maintenance       88,965    3.4%     $549      91,108    3.8%     $562
 Capital Expenditures                    30,363    1.2%     $187      32,658    1.4%     $202
 Miscellaneous                           12,345    0.5%      $76       8,696    0.4%      $54

Fixed Charges
 Property Tax & License                 l69,178    6.5%   $l,044      99,178    4.2%     $612
 Insurance                               1l,010    0.4       $68      18,444    0.8%     $114

- ---------------------------------------------------------------------------------------------
Total Expenses                       $l,342,549   52.0%   $8,287  $1,211,867   50.9%   $7,481

NET OPERATING INCOME                 $1,240,883   48.0%   $7,660  $l,l68,692   49.1%   $7,214
- ---------------------------------------------------------------------------------------------
</TABLE>


- ----------------------------------
James Ratkovich & Associates, Inc.                                            94
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

INCOME APPROACH (Continued)

Occupancy and Room Revenue Estimates

The subject's reconstructed historical operating summary, as provided by the
Shilo Inn, is located on the previous page. Occupancy changed from 65 percent in
1993 to 69 percent in 1994, to 64 percent in 1995 and is 59 percent for the
trailing 12 months. The average daily room rate has been very stable since 1994
ranging from $63.64 to $63.78. We expect the subject property to maintain its
operation within this range of the market for the foreseeable future.

The Smith Travel Research report located in the addenda indicates that occupancy
market wide was 60.60 percent in 1993, 59.7 percent in 1994, 57.3 percent in
1995 and is achieving 57.4 percent in the first nine months of 1996. The average
daily rates have similarly increased slightly from $40.72 in 1993 to $45.84 in
1996. These figures reflect support for the subject's operations

Based on our analysis of the competitive market area and the subject's
operations, it is our opinion that the subject will achieve an average occupancy
rate of 65 percent in 1997 and increase to stable levels of 68 percent per year
for the duration of our analysis due to the expected increase in occupancy that
should result form the renovation in progress. The average daily rate is
projected at $64.00 for year one, projected to increase at an annual rate of 3
percent per year.

Other Revenues

Other revenues include telephone income, estimated at 3.5 percent of room
revenues; restaurant lease revenue has ranged from 3.4 to 4.8 percent of room
revenue and we projected 4.5 percent in our projections; and miscellaneous other
income, from vending machines and similar items, is estimated at 0.5 percent of
room revenues. The subject's history is the best indicator of these revenue.

EXPENSE ANALYSIS

In addition to the subject's actual historical operating data, previously
presented, we have reviewed expense data as reported in Trends by PKF
Consulting, and Star Travel Research which are both located in the addenda.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            95
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

INCOME APPROACH (Continued)

Competitive Overview

The four properties considered most directly competitive to the subject are
located in the immediate area of the subject. The competitors are all large
properties with brand name identification, similar to the subject. The Holiday
Inn and the Ameritel Inn are more direct competitors in terms f market sector
demand while the Quality Inn and the Best Western compete for the lower priced
market demand. The competitive properties are estimated to achieve occupancies
in the 60 to 75 percent range. The subject is well positioned within this market
area and competes with the surrounding properties achieving it's fair market
share. Demand is stable in Idaho Falls and should maintain its recent historic
levels.

Occupancy and Room Revenue Estimates

The subject's reconstructed historical operating summary, as provided by the
Shilo Inn, is located on the previous page. Occupancy changed from 65 percent in
1993 to 69 percent in 1994, to 64 percent in 1995 and is 59 percent for the
trailing 12 months. The average daily room rate has been very stable since 1994
ranging from $63.64 to $63.78. We expect the subject property to maintain its
operation within this range of the market for the foreseeable future.

The Smith Travel Research report located in the addenda indicates that occupancy
market wide was 60.60 percent in 1993, 59.7 percent in 1994, 57.3 percent in
1995 and is achieving 57.4 percent in the first nine months of 1996. The average
daily rates have similarly increased slightly from $40.72 in 1993 to $45.84 in
1996. These figures reflect support for the subject's operations

Based on our analysis of the competitive market area and the subject's
operations, it is our opinion that the subject will achieve an average occupancy
rate of 65 percent in 1997 and increase to stable levels of 68 percent per year
for the duration of our analysis due to the expected increase in occupancy that
should result form the renovation in progress. The average daily rate is
projected at $64.00 for year one, projected to increase at an annual rate of 3
percent per year.

Other Revenues

Other revenues include telephone income, estimated at 3.5 percent of room
revenues; restaurant lease revenue has ranged from 3.4 to 4.8 percent of room
revenue and we projected 4.5 percent in our projections; and miscellaneous other
income, from vending machines and similar items, is estimated at 0.5 percent of
room revenues. The subject's history is the best indicator of these revenue.

EXPENSE ANALYSIS

In addition to the subject's actual historical operating data, previously
presented, we have reviewed expense data as reported in Trends by PKF
Consulting, and Star Travel Research which are both located in the addenda.


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James Ratkovich & Associates, Inc.                                            95
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

INCOME APPROACH (Continued)

Departmental Expenses
Rooms

Room expenses include salaries, wages, payroll taxes and fringe benefits for
front desk staff and housekeeping personnel; general hotel expenses (excluding
franchise fees); guest room supplies; cleaning supplies; laundry, linen;
reservations/booking expenses; travel agent commissions; and numerous other
small expense categories. PKF industry standards indicate a range from $3,166 to
$3,950 per room. Star Research reports rooms department expenses to range from
$3,208 to $4,432. The subject's reconstructed historical data indicates a range
from $2,890 to $3,239 per room. The subject is operating at stable and
consistent levels which are below industry averages. We have projected $2,950
per room for departmental room expense which is near the subject's actual
historical performance. We believe that a typical buyer for the subject property
would a similar chain operation or even larger organization that can achieve the
same efficiencies that the current operations have demonstrated.

Telephone

Telephone expenses include monthly service charges, local and long distance
charges billed by the phone company. The subject property utilizes a discount
rate long distance provider which bills in six second increments, and offers
discounted long distance rates. Although the ratio of phone revenues to expenses
are in line with the industry standard at about 2:1, these operations comprise a
small percentage of revenue. We have utilized an expense ratio of 55 percent of
telephone revenues based on historical data.

UNDISTRIBUTED OPERATING EXPENSES

These expenses reflect the expenses and fixed overhead items which are not
attributable to any specific activity or profit center but are required to
maintain the going concern operation. These include Administrative and General
Expenses; Franchise Fees; Marketing and Guest Entertainment costs; Property
Operation and Maintenance Costs; Energy / Utility Costs and miscellaneous other
unallocated departmental costs.

Administrative and General

These expense items include: administrative staff salary/wages, payroll taxes
and benefits; bookkeeping and accounting; vehicle expenses; credit card
commissions; office supplies; printed materials; postage; professional and legal
fees; contract security; and owner/manager travel expenses, and bad debt
write-offs. PKF reveals that industry standards for administrative and general
expenses in the two property categories we compared the subject to ranged from
7.8% to 9.0%. Smith Travel indicates this expense to range from 9.1% to 9.4% for
the subject's categories. The subject expended between 4.5% and 5.3% for G&A
over the past four years. We conclude that the most subject's actual experience,
with some consideration to industry averages, is the best indicator of this
expense and have selected 5.0% for our projections.


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James Ratkovich & Associates, Inc.                                            96
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

INCOME APPROACH (Continued)

Management Fees

The subject property is owner operated and the primary compensation paid to the
owner managers comes in the form of profit distributions. A portion of the
executive management compensation is also accounted for in Administrative
salary/wages which are also somewhat below industry averages by several
measures. A typical market derived management fee for an operation such as the
subject should run at least 3.0%-5.0% according to most reliable sources. PKF
industry standards indicate a range for management of 2.8% to 3.1%. Smith Travel
indicates 2.8% to 3.8% for management expense in the subject's categories. The
subject has a 5 percent internal accounting management fee. We have utilized a
management fee of 5.0 percent for our projections which is above industry
standards.

Franchise and Marketing Expense

Franchise and marketing expense includes charges for regional or national chain
affiliations or franchise, expenses for advertising, promotional literature and
activities. Historically the subject has expended between 2.9% to 5.2% for
advertising and there is no franchise fee since the subject is company owned.
PKF industry standards indicate advertising expense to range from 3.7% to 3.9%
and franchise fees to range from 0.9% to 1.9%. Smith Travel indicates 3.7% to
6.6% for advertising and 1.7% to 3.5% for franchise fees. Despite the current
level of the subject's expenditures, we used the industry standards for our
projections, since we look at typical owner requirements rather than Shilo's
actual corporate profile. We have utilized a rate of 3.0% for franchise and 5.0%
for marketing, for a total of 8%, based on our estimate of the appropriate costs
for the subject property to continue to perform at current levels.

Energy / Utility Costs

Expenses in the Energy/Utility category are highly consistent over the previous
four years of operation. We note that the Pacific Northwest has the lowest
energy costs of any region of the US because of the relative abundance of
hydroelectric power. The subject has expended between 3.7 to 4.8 percent in
utility expenses in the past four years. PKF industry standards indicate a range
from 3.9 to 5.0 percent and Smith Travel indicates a range from 4.8% to 6.3%. We
have utilized 4.5 percent for our analysis based on the subject's historical
data.

Property Operations and Maintenance

This category includes automotive maintenance; Building expenses; computer
equipment and software systems; Copy Machine/Fax machine maintenance;
maintenance contracts; grounds maintenance; painting and decorating; swimming
pool/spa maintenance contracts; TV repairs; tools and other miscellaneous
expenses. The subject has historically spent between 2.9 and 3.8 percent for
repairs and maintenance which includes some capital improvements expenses. PKF
industry standards indicate a range from 4.5 to 6.2 percent and Smith Travel
indicates 4.2% to 5.2% for this item. We have utilized a rate of 3.5 percent
based on the subject's most recent historical data and industry standards.


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James Ratkovich & Associates, Inc.                                            97
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

INCOME APPROACH (Continued)

FIXED CHARGES

Property Taxes

According to the county assessor, the subject's current property and personal
property taxes are $218,095. Taxes are based on six year cycle assessments with
annual adjustments by the assessor. A sale does not trigger a reassessment. We
expect future assessment increases to be in line with historical increases.
Property taxes for the subject property are estimated at $220,000 in our
projection for year one.

Property Casualty Insurance

Insurance has been consistent during the last four years between 0.8 and 1.0
percent of total revenue which is slightly below the 1.0% to 1.2% level
suggested by the industry standard data. A one year premium for fire and
extended coverage and liability has been estimated at 0.8 percent. Industry
averages are above the actual history of the subject but these are a general
indicator overall, highly dependent on location and negotiations. In the final
analysis we relied on the subject's history.

Replacement Reserves

The short-lived building components and equipment which require replacement and
for which a reserve account should be set up consist of roof covering, floor
covering, draperies, water heaters, air conditioning systems and other
mechanical systems servicing the buildings and other capital expenditures. Since
these expenses are bound to occur, we have accounted for this expense item as a
percentage of total revenue. Some of the replacement items are included in
normal maintenance, supplies and room expense items.

The International Society of Hospitality Consultants released a comprehensive
study in 1995 which examined historical industry-wide CapEx expenditures for the
10 year period from 1983 through 1993. The study, funded by 16 high profile
national and international hospitality management companies, lenders and hotel
operators concluded that the historical convention of reserving only 2%-3% of
gross revenues was inadequate for funding the actual capital outlays required to
maintain a property in a typically competitive market. They concluded that
capital expenditures for limited service properties averaged 3.7%.

They also noted that CapEx expenditures increased significantly as a hotel ages
with a spike every 7 to 9 years when major renovations of guest rooms and public
areas are required. They pointed out that properties in their survey data built
before 1981 averaged CapEx outlays of 9.6% of annual gross revenue. What this
clearly reveals is that historical reserves have been grossly underestimated and
have caused financial distress for both financiers and operators of hotel
properties. The bottom line of the study is that properties over 7 to 8 years
old, and certainly those over 10 years old will require reserves of roughly 2.5
times to 3.0 times the traditionally accepted reserve allowance. For upper-tier,
limited service properties and lower-tier, full service


- ----------------------------------
James Ratkovich & Associates, Inc.                                            98
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

INCOME APPROACH (Continued)

Capitalization Analysis

properties this will equate to a total CapEx reserves of 4%-5% at a minimum,
depending on age, method of construction, historical occupancy/use levels and
prior CapEx investment.

We have divided reserves charges into two categories: Furniture, Fixtures &
Equipment and Improvement Reserves. The furniture, fixtures and equipment used
in the operations of the subject property is charged at a rate of 3.0 percent of
total revenue based on industry standards and our estimate of the useful life of
the subject's FF&E. The improvements reserve for replacement expense is
estimated at 2.0 percent of total revenue.

Direct Capitalization: This technique employs the use of an overall rate. This
is an annual percentage rate that expresses the relationship between net
operating income and the present worth of the property. The term overall rate
reflects the fact that the rate incorporates capital appreciation or
depreciation along with a return on net income. The overall rate must represent
what informed, prudent and rational investors are requiring and obtaining for
similar, competitive properties in the current market.

Overall Rate Derivation / Direct Capitalization: The first estimate of value we
develop through the Income Approach is developed with the Direct Capitalization
Technique, which utilizes the overall capitalization rate. This is an aggregated
rate that expresses the relationship between a single year's stabilized net
operating income, and the present worth of the property. The term overall
capitalization rate, or simply, overall rate (OAR), indicates that the rate
encompasses all market derived return requirements including capital
appreciation or depreciation, a baseline return on net income, plus any risk
related return premiums dictated by the market's perception of the risk elements
attendant to ownership and operation. The overall rate should represent the
income to value ratio that typically informed, economically motivated, prudent
and rational investors would require and obtain, when investing in similar,
competitive properties in the current market.

Ideally, the market transactions referenced in the overall rate derivation
should be open market sales of regionally competitive hotel properties, with
generally similar income streams and expense ratios. The summary contained in
the Direct Comparison Approach indicates overall rates derived from only two of
the primary market comparable sales. A Supplemental Summary of Hotel Sales has
also been produced to show the overall rates indicated in a variety of other
hotel sales in a broader survey of the Pacific and Inland Northwest.

The sale of the Bellevue Hilton, which sold in August 1995, indicated an overall
rate of 9.00%. This was the lowest OAR and it could be regarded as anomalous,
relative to the other market indicators and investors surveys compiled by us. We
surmise that the price may have reflected substantial unrealized income
potential or operating economies not superficially obvious from the reported
data.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            99
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

INCOME APPROACH (Continued)

The balance of the supplemental sales suggested OAR's ranging from the low 10 to
high 11 percent except for Supplemental Sale No. 5, the Ameritel Inn, which
reported an OAR of 13.48% Although the price/unit appears to fall within the
range of the other surveyed transactions, the OAR of Sale No. 5 appears well
above the indicated range for a property of it's age, and apparent quality. We
are, therefore, disinclined to emphasize the OAR of this sale as an indicator
for the subject

Capitalization Analysis

National Investor Surveys compiled from a variety of respected industry sources
provide additional insight into investor expectations and underwriting
assumptions which may me relevant to the analysis of the subject. For reader
convenience we have compiled a survey of the surveys which is presented on the
following page. The Korpacz Real Estate Investor Survey, Third Quarter 1996,
indicates the average free and clear equity overall rate for hotel properties is
12.75 percent, as compared to 12.53 percent for the previous quarter and 12.79
percent a year ago.

According to the First Quarter 1996, National Investor Survey conducted by CB
Commercial, going in cap rates for Class A, Full Service Hotel properties ranged
between 8.00% and 12.00% and average 10.30%. Class B, Limited Service Hotels
ranged from 9.00% to 13.00% and averaged 11.30%. Our classification of the
subject as an upper tier Limited service, or lower tier full service hotel
suggests an OAR in the low 11% range.

According to the First Half 1996, Hotel Investment Outlook prepared by Landauer
Hospitality Services, going in cap rates for Class A, Full Service Hotel
properties ranged between 7.00% and 13.00% and averaged 9.75%. Class B, Limited
Service Hotels ranged from 10.00% to 14.00% and averaged 11.55%. Again, our
classification of the subject as an upper tier Limited service, or lower tier
full service hotel suggests an OAR in the low 11% range.

According to TransActions 1995 Recap, published by Hotel Motel Brokers of
America the Mountain Pacific Region had an average overall rate of 12.7 percent
for all hotels and ranged between 9.4 and 14.5 percent. These sales totaled 38
hotels with an average 66 units per hotel. They had an average occupancy of 55.2
% and an average daily rate of $42.68. which is lower than the subject's
operating levels. Nationally the rates ranged from 9.1% to 14.8%, and averaged
11.80% for all HMBA transactions. We observe that HMBA member brokers were
primarily involved in sales of individually owned properties and not the larger
institutional, and multi-property transactions included in the survey results
compiled by the national consulting firms. We think the HMBA transactions may
represent a slightly lower grade of properties than the subject property.


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James Ratkovich & Associates, Inc.                                           100
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

INCOME APPROACH (Continued)

Capitalization Analysis

PKF Consulting, one of the most respected names in the hospitality industry
identifies OAR's ranging from 8.00% to 11.30% for Class A properties and an
average of 10.88%. Class B properties range from 8.50% to 14.50%, averaging
11.76%. Their results are consistent with the other industry consultants cited.

OAR Conclusion / Indication of Value

In attempting to select an appropriate OAR for the direct capitalization value
  work up for the subject we have considered the following:

o    The subject property is a middle tier, property defined by its franchise
     flag and has a high level and quality of operations and other guest
     amenities relative to its competitive market.

o    The subject property is a years old hotel but has been well maintained and
     has good appeal.

o    The current competitive position of the subject in its market area is
     fairly strong in its niche as new competition will likely be impeded by
     development costs and restrictive market conditions for new development.

Based on these factors, our Direct Sales Comparison Analyses and our survey of
hospitality industry consultants, we conclude that the appropriate OAR for
developing a value estimate for the subject property through the Direct
Capitalization Technique is 10.50%. Dividing the projected stabilized Net
Operating Income by the selected OAR yields an indication of fee simple value
for the going concern operation, as of the current appraisal date in the amount
of:

                                   $3,044,550
                                   ==========

Yield Capitalization / Discounted Cash Flow Analysis

A discounted cash flow analysis has been made on the premise that the value of
the subject property is represented by the present worth of the anticipated
future net income stream. The projected income stream is based on an analysis of
the quality, as well as the quantity and duration, of the income expectancy.
This income stream is discounted to present value using a discount factor and
then added to the present worth of the property reversion. The property
reversion is calculated by capitalizing the net income from the property into an
indication of value using a capitalization rate extracted from the general
market data of similar properties. This value is then discounted to present
worth.


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James Ratkovich & Associates, Inc.                                           101
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

In this analysis, we utilize a ten-year discounted cash flow projection which
represents the underwriting convention of the industry. Although we have not
profiled specific survey results we note that the average holding period for
hotel investments, according to at least two national consultants ranges from 6
to 10 years. One source referenced a 6.27 year average holding period in 1995
while the other referenced a 7.1 year average holding period. Ten to eleven
years, the period covered in our analyses, probably represents the outer limits
of what most investors reasonably anticipate as an investment holding period
since profit taking (dispositions) and normal business cycles seem to occur in
rolling five to seven year intervals.

Revenue and Expense Growth Rate

The survey results are self explanatory. We note that the emerging trend among
analysts and underwriters is a very thin but widening margin between income and
expense growth rates, with revenues leading. As this margin widens the positive
impact on value indications becomes geometric, and we think unreliable. As of
the date of this writing, one market watcher suggests that a rate differential
of 12 to 15 basis points represents the current market thinking. We think such
an assumption may be plausible during the early phases of an industry or
national economic recovery when revenue gains do generally exceed expense growth
rates by meaningful margins. Our perception is that strong industry performance
during the last two plus years will breed new competition placing downward
pressure on revenue growth. Nevertheless, industry vendors, subcontractors and
county tax assessors, not wanting to miss out on the "good times" should
continue with healthy price and assessment increases over the next couple years.
We think it prudent, therefore, to project both revenue and expense growth at
the same levels over the long haul. The survey results lead us to conclude on
annual growth factors of 3.00% for both revenue and expenses.

Terminal Capitalization Rate

Our rate selection is based on the survey results previously presented and our
perceptions of the subject property and its competitive position in the local
market. The survey results suggest that terminal capitalization rates generally
exceed the going in rates by 25 to 100 basis points. Utilizing moderate growth
rate assumptions, CapEx reserves, and moderately conservative discount rates (to
be discussed next) leads us to select a terminal cap rate 100 basis points above
the going in rate, or 11.50%.


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James Ratkovich & Associates, Inc.                                           102
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

Discount Rate Selection

The discount rate we utilized reflects the long term yield expectations of hotel
market investors, relative to other alternative investment opportunities in the
real estate markets available today. It also reflects current financial market
conditions and the perceived risk, quality and duration of the income stream
anticipated from each prospective investment. The yield rate used in the
Discounted Cash Flow Analysis is anticipatory rather than historical in its
reference point. The rate should consider all benefits and risks attendant to
the ownership and operation of that particular class of income property, and may
also anticipate tax considerations and leveraging issues that non-realty
investments do not. The appropriate rate is that minimum rate that the
individual, institutional or real estate investor considers a minimal acceptable
return on investment over the particular projection period analyzed. It may be
regarded as a hurdle rate, below which, the typical market investor would not
find sufficient returns to justify the investment, given the risks and
responsibilities attendant to that investment.

We have utilized two means of identifying an appropriate discount rate for the
subject property analyses. These are:

o    Survey of investors' acceptable yield rates

o    Capital market returns analysis plus risk rate

The National Investor Surveys previously referenced summarize the return
expectations of institutional and individual investors as they have been
compiled by five of the hospitality industry's most familiar and respected
consultants. Altogether they reveal a typical range of discount rates from 10.0%
to 20.0% with a convergent grouping of averages and medians clustered between
14.00% and 15.00%.

Built up Yield Rates can provide another indication of investors' motivations
and expectations regarding long term equity returns. These may be developed or
"built up" from the bond markets and other long term capital markets. However,
the quality and durability of a real estate income stream, and the marketability
of real property is generally considered less reliable (predictable) than other
capital market investments. Investors may purchase relatively risk free treasury
funds and sell them almost immediately when he or she chooses. Investments in
real estate require additional risk based yield premiums to compensate for their
additional risks and illiquidity. Therefore, one simple technique for estimating
the appropriate yield rate for real estate in general, and hotels specifically,
is to explore the yield relationships between relatively "risk free" investments
and real estate investments.


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James Ratkovich & Associates, Inc.                                           103
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

According to a market yield rate survey conducted by Real Estate Research
Corporation, the difference in yield rates between real estate and other
selected capital market investments over the last four quarters ranged from 2.4
percent to 5.6 percent. These differences may be regarded as market perceptions
the additional risks and illiquidity premiums required of real estate
investments in general. Comparing yield rates on investment grade real estate to
hotel investments reveals an additional yield rate differential of 1.00% to
3.00% which investors require of management intensive real estate such as
hotels. Hotels are actually much more than real estate operations. They are in
fact going concern business operations which are real estate intensive. The
additional management expertise and risks attendant to such enterprises dictates
another level of yield compensation. The following table shows some recently
published yields on bonds, which are an indication of long term investor's
pre-tax "safe rate" equity yield requirements:

                          Yields on Selected Securities

================================================================================
    Period      Aaa Bonds   Baa Bonds  Treasury Securities  Treasury Securities
                                           (Long Term)          (Five Year)
- --------------------------------------------------------------------------------
  March 1995      8.12%       8.70%           7.45%                7.05%
- --------------------------------------------------------------------------------
September 1995    7.32%       7.93%           6.55%                6.00%
- --------------------------------------------------------------------------------
  April 1996      6.80%       7.47%           6.05%                5.36%
- --------------------------------------------------------------------------------
   Average        7.41%       8.03%           6.68%                6.14%
================================================================================

Based on the stability of the revenues and potential marketability of the
subject as discussed previously, the discount rate could be reflected as
follows:

         "Risk Free" Capital Market Return Rate:               8.00% +/-
         Real Estate Risk and Illiquidity Premium:             4.00% +/-
         Hotel-Going Concern Risk based premium:               1.50% +/-
                                                               ---------

         Total Return Expectation-Going Concern Hotels:       13.50% +/-

Based on the National Investor Surveys, the capital market risk based premium
rationale, and the specific characteristics of the subject property previously
enumerated we conclude the appropriate yield rate (IRR) to be utilized in the 10
year DCF is 13.50%.


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James Ratkovich & Associates, Inc.                                           104
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

Net Reversionary Value

The last component we must consider in the long term discounted DCF analysis is
the net reversionary interest in the property. The yield analysis explicitly
assumes full capital recovery at the end of the holding period, which is another
way of saying the sale or disposition of the property. Calculating a net
reversionary value is accomplished through a simple direct capitalization
technique utilizing the projected Year 11 NOI, and an appropriate terminal
capitalization rate. From the direct capitalization value indication we deduct
estimated selling costs, which will include brokers commissions, title costs,
legal costs and escrow fees. This net reversionary value is included in the Year
10 cash flow projections and is identified as the NOI + Reversion in the 10 Year
DCF spreadsheet on the following page.

Discounting the projected operational cash flows plus net reversionary value in
Year 10, by the appropriate yield rate produces an indication of Net Present
Value (NPV) in the amount of:

                                   $10,266,271
                                   ===========

Correlation of Value Indications

The discounted cash flow schedule is located on the following page which
contains the income, expenses, discounting, reversion and direct capitalization.
We have given the discounted cash flow analysis indication relatively greater
weight since occupancy is projected to increase slightly in year 2. The
indicated values and conclusion of value, of the Fee Simple estate, via the
Income Approach are summarized below:

            Direct Capitalization - Fiscal 1997 Income - $10,067,794

                   Discounted Cash Flow Analysis - $10,266,271

                               Rounded $10,200,000
                                       ===========


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James Ratkovich & Associates, Inc.                                           105
<PAGE>

                                   SHILO INN
# of Rooms          162            700 Lindsey Boulevard
Growth Rate:       3.0%            Idaho Falls ID

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                       % Total       1           2           3          4            5           6           7     
Fiscal Year (12/1 TO 11/30)             Revenue     1997        1998        1999       2000         2001        2002        2003   
===================================================================================================================================
<S>                                      <C>     <C>         <C>         <C>         <C>         <C>         <C>         <C>       
Room Nights Available                                59,130      59,130      59,130     59,130       59,130      59,130      59,130
Number of Occupied Rooms                             38,435      40,208      40,208     40,208       40,208      40,208      40,208
Occupancy Rate                                       65.00%      68.00%      68.00%     68.00%       68.00%      68.00%      68.00%
Average Room Rate                                    $64.00      $65.92      $67.90     $69.93       $72.03      $74.19      $76.42
- -----------------------------------------------------------------------------------------------------------------------------------

REVENUES
Room Rentals                             92.21%  $2,459,808  $2,650,538  $2,730,054  $2,811,955  $2,896,314  $2,983,204  $3,072,700
Telephone                                 3.00%      73,794      79,516      81,902      84,359      86,889      89,496      92,181
Restaurant Revenue                        4.50%     118,201     121,747     125,400     129,162     133,037     137,028     141,139
Other Income                              0.50%      12,299      13,253      13,650      14,060      14,482      14,916      15,363
                                       --------------------------------------------------------------------------------------------
Total Revenue                            100.0%  $2,664,103  $2,865,054  $2,951,006  $3,039,536  $3,130,722  $3,224,643  $3,321,383

EXPENSES
Departmental Expenses
 Rooms ($/room/year)                     $2,950     477,900     492,237     507,004     522,214     537,881     554,017     570,638
 Telephone (% of Departmental Income)     55.0%      40,587      43,734      45,046      46,397      47,789      49,223      50,700
                                       --------------------------------------------------------------------------------------------
Total Departmental Expenses               19.4%    $518,487    $535,971    $552,050    $568,611    $585,670    $603,240    $621,337

Undistributed Operating Expenses
 Administrative & General                  5.0%     133,205     137,201     141,317     145,557     149,924     154,421     159,054
 Management                                5.0%     133,205     143,253     147,550     151,977     156,536     161,232     166,069
 Furniture, Fixtures & Equipment Reserves  3.0%      79,923      85,952      88,530      91,186      93,922      96,739      99,641
 Franchise & Marketing                     8.0%     213,123     229,204     236,080     243,163     250,458     257,971     265,711
 Utilities                                 4.5%     119,885     128,927     132,795     136,779     140,882     145,109     149,462
 Property Operations & Maintenance         3.5%      93,244     100,277     103,285     106,384     109,575     112,863     116,248
 Miscellaneous                             1.0%      26,641      28,651      29,510      30,395      31,307      32,246      33,214
                                       --------------------------------------------------------------------------------------------
Total Undistributed Expenses              29.6%    $799,231    $853,465    $879,069    $905,441    $932,604    $960,582    $989,400
                                         
Total Expenses Before Fixed Charges       49.0%  $1,317,718  $1,389,436  $1,431,119  $1,474,052  $1,518,274  $1,563,822  $1,610,737
Income Before Fixed Charges               49.6%  $1,346,385  $1,475,618  $1,519,887  $1,565,483  $1,612,448  $1,660,821  $1,710,646
                                          
Fixed Charges
 Property Tax & License                    8.3%     220,000     226,600     233,398     240,400     247,612     255,040     262,692
 Insurance                                0.60%      15,985      16,464      16,958      17,467      17,991      18,531      19,086
 Buildings Reserve for Replacement         2.0%      53,282      54,881      56,527      58,223      59,969      61,769      63,622
                                       --------------------------------------------------------------------------------------------
Total Fixed Charges                       10.8%    $289,267    $297,945    $306,833    $316,089    $325,572    $335,339    $345,400
                                          
NET OPERATING INCOME                      38.8%  $1,057,118  $1,177,674  $1,213,004  $1,249,394  $1,286,876  $1,325,482  $1,365,247
Present Value of Income Stream                      931,382     914,183     829,611     752,863     683,215     620,010     562,652
 Discounted at                           13.50%                                                                                     
Total Present Value of Income Stream                         $6,688,330

        

REVERSION ANALYSIS                        
- ---------------------------------------
 Eleventh Year Income                            $1,536,597                             
 Reversion Capitalized @                             11.50%                             
 Reversion                                      $13,361,713                                            DIRECT CAPITALIZATION        
 Less Sales Expense                                    5.0%                                     ..................................  
 Net Reversion                                   12,693,627                                     Net Operating Income    $1,057,118  
 Discount rate                                       13.50%                                       (1997)                            
 Present Value of Reversion                                  $3,577,891                         Overall Rate                10.50%  
                                                          -------------                                                -----------  
TOTAL PRESENT VALUE                                         $10,266,271                            Indicated Value     $10,067,794  
                                                                                               
Concluded Value via Income Approach                         $10,200,000   $62,963 /Room
                                                          =============
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
                                             8           9           10          11
Fiscal Year (12/1 TO 11/30)                 2004        2005        2006        2007
=======================================================================================
<S>                                      <C>         <C>         <C>         <C>       
Room Nights Available                        59,130      59,130      59,130      59,130
Number of Occupied Rooms                     40,208      40,208      40,208      40,208
Occupancy Rate                               68.00%      68.00%      68.00%      68.00%
Average Room Rate                            $78.71      $81.07      $83.51      $86.01
- ---------------------------------------------------------------------------------------

REVENUES
Room Rentals                             $3,164,881  $3,259,827  $3,357,622  $3,458,351
Telephone                                    94,946      97,795     100,729     103,751
Restaurant Revenue                          145,373     149,734     154,226     158,853
Other Income                                 15,824      16,299      16,788      17,292
                                       ------------------------------------------------
Total Revenue                            $3,421,024  $3,523,655  $3,629,365  $3,738,246

EXPENSES
Departmental Expenses
 Rooms ($/room/year)                        587,757     605,389     623,551     642,258
 Telephone (% of Departmental Income)        52,221      53,787      55,401      57,063
                                       ------------------------------------------------
Total Departmental Expenses                $639,977    $659,177    $678,952    $699,320

Undistributed Operating Expenses
 Administrative & General                   163,826     168,740     173,802     179,017
 Management                                 171,051     176,183     181,468     186,912
 Furniture, Fixtures & Equipment Reserves   102,631     105,710     108,881     112,147
 Franchise & Marketing                      273,682     281,892     290,349     299,060
 Utilities                                  153,946     158,564     163,321     168,221
 Property Operations & Maintenance          119,736     123,328     127,028     130,839
 Miscellaneous                               34,210      35,237      36,294      37,382
                                       ------------------------------------------------
Total Undistributed Expenses             $1,019,082  $1,049,654  $1,081,144  $1,113,578
                                       
Total Expenses Before Fixed Charges      $1,659,059  $1,708,831  $1,760,096  $1,812,898
Income Before Fixed Charges              $1,761,965  $1,814,824  $1,869,269  $1,925,347
                                       
Fixed Charges
 Property Tax & License                     270,372     278,689     287,050     295,662
 Insurance                                   19,659      20,249      20,856      21,432
 Buildings Reserve for Replacement           65,530      67,496      69,521      71,607
                                       ------------------------------------------------
Total Fixed Charges                        $355,762    $366,434    $377,427    $388,750
                                       
NET OPERATING INCOME                     $1,406,204  $1,448,390  $1,491,842  $1,536,597 
Present Value of Income Stream              510,601     463,365     420,498         
 Discounted at                                                                      
Total Present Value of Income Stream                                                
</TABLE>


                                                                             106
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

                          RECONCILIATION AND CONCLUSION

           Cost Approach                               $14,070,000
           Market Approach                             $10,600,000
           Income Approach                             $10,200,000

The approaches have various degrees of applicability depending on the
circumstances. The Cost Approach is usually relied upon when the improvements
are new, or nearly new and are fully utilized for their designed intent. The
Income Approach indicates the amount at which a prudent investor would pay for
the property. The Direct Comparison Approach reflects actual prices paid for
similar properties reduced to a unit of comparison.

The variance between the approaches does not invalidate any of them and is
expected since each approach reflects the differing attitudes and motivations of
the various sectors of the real estate market.

In this analysis, the Cost Approach is given the least weight due to its
limitations in being able to accurately reflect current market conditions, and
going concern elements of value. These conditions are directly related to the
income generating ability of the subject, which is best analyzed within the
Income Approach. The Cost Approach may therefore represent the least reliable
data source, and the method least likely to be referenced by the typical
investor. However, it would be of interest to anyone exploring the feasibility
of developing new facilities. Here their principal concern is whether functional
properties can be acquired for less than their current replacement cost. If the
answer were "yes", the decision to acquire rather than build should result.

The Sales Comparison Approach is based upon the principle of substitution. It is
based on the premise that an informed investor will pay no more than the cost to
acquire a similar, competitive property with the same utility as the subject. In
this analysis, numerous sales of comparable properties were surveyed and
analyzed and adjusted to compare to the subject. The strength of this approach
is that it is the purest reflection of market intentions with regard to the
subject. It's weakness is that it is the most difficult of all approaches to
verify and quantify since appraisers rarely have access to complete financial
and transactional records for sale comparables. Properly allocating value to
real estate, FF&E and other business components and verifying the actual and
projected operating revenues and expenses are several of the challenges
appraisers face. Developing market supported quantitative and qualitative
adjustment factors is also extremely problematic. Therefore, individual
interpretations of reported sale data can be somewhat varied which tends to make
value indications developed through this approach highly subjective. While data
reliability can be rather poor in some instances, this approach is generally
utilized by market participants for developing reasonable bracketing of value
and key benchmark ratios which are utilized in the primary valuation approach,
The Income Approach.


- ----------------------------------
James Ratkovich & Associates, Inc.                                           107
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

RECONCILIATION AND CONCLUSIONS (Continued)

The Income Approach is the primary approach utilized in estimating the value of
the subject. It has the benefit of generally being the most reliable approach,
since operating projections are developed from the detailed records of the
owners. It also is the approach given the most weight by knowledgeable market.

Participants who base the bulk of their investment decision making on projected
return analyses. Value estimates are developed through detailed economic data
including occupancy levels and ADR's through application of direct
capitalization rates and discount rates. Numerous well respected consultants and
industry leaders perform research and publish data which aids the appraiser in
formulating opinions of value. Clearly, the Income Approach is the most reliable
and verifiable of the three approaches and is also the de facto standard
utilized by all knowledgeable market participants. Therefore, the value
conclusions presented herein place the greatest weight on the indications of
value developed through the Income Approach.

Based on the foregoing analysis, the opinion has been formed by the appraisers
that the market value of the subject hotel property, as a going concern with all
furniture fixtures and equipment, subject to the limiting conditions included in
this report, as of December 1, 1996, of the Fee Simple Estate, As Is, was:

                                   $10,200,000
                                   ===========

                      (Including Value of FF&E - $567,000)


- ----------------------------------
James Ratkovich & Associates, Inc.                                           108
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

                                  CERTIFICATION

The undersigned appraisers hereby certify that, to the best of their knowledge
and belief:

The statements of fact contained in this report are true and correct.

The reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions, and are our personal, unbiased
professional analyses, opinions, and conclusions.

We have no present or prospective interest in the property that is the subject
of this report, and have no personal interest or bias with respect to the
parties involved.

Our compensation is not contingent on an action or event resulting from the
analyses, opinions, or conclusions in, or the use of, this report.

Our analyses, opinions, and conclusions were developed, and this report has been
prepared, in conformity with the Uniform Standards of Professional Appraisal
Practice.

Mr. Bert Thompson made a personal inspection of the property that is the subject
of this report. Mr. Hammad did not inspect the property.

In addition to the undersigned Mr. Bert Thompson performed the original field
inspection, site, improvements, area and competitive market analysis and land
valuation.

The reported analyses, opinions and conclusions were developed, and this report
has been prepared, in conformity with the requirements of the Code of
Professional Practice of the Appraisal Institute.

The use of this report is subject to the requirements of the Appraisal Institute
relating to review by its duly authorized representatives.

This appraisal assignment was not based on a requested minimum value, a specific
value or the approval of a loan.

As of the date of this report, M. Hammad has completed the requirements of the
continuing education program of the Appraisal Institute.



/s/ M. Hammad
M. Hammad, MAI
Certified General Appraiser
CA No. AG002849
ID No. CGAP-247


- ----------------------------------
James Ratkovich & Associates, Inc.                                           109
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

                           STATEMENT OF QUALIFICATIONS
                                  M HAMMAD, MAI

PROFESSIONAL AFFILIATIONS
  MAI, Member Appraisal Institute #10,868
  GAA, General Accredited Appraiser, National Association of Realtors
  Member San Fernando Valley Board of Realtors

EXPERT WITNESS

Qualified as expert witness before Los Angeles County and Orange County Superior
Courts and US Federal Bankruptcy Court and American Arbitration Association.

EDUCATION

University of California, Los Angeles (UCLA)
BA in Economics - 1977

LICENSES
  Certified General Appraiser, California
  #AG002849, Expires 2/1/97
  Real Estate Broker, State of California

PROFESSIONAL HISTORY

HAMMAD & ASSOCIATES, INC.  Studio City, CA                       1988 to Present
President
  Principal of real estate appraisal and consulting firm in commercial,
  industrial and income producing residential properties.

MARSHALL & STEVENS, Los Angeles, CA                               1986 to 1988
Director of Real Estate Valuation
  Manager and director of real estate appraisal group specializing in the
  appraisal of commercial and industrial real estate for large investors,
  corporations and major financial institutions.

WELLS FARGO REALTY ADVISORS, Marina Del Rey, CA                   1985 to 1986
Assistant Vice President
  Appraisal officer specializing in appraisal of major properties for
  portfolio analysis, proposed joint venture developments and financing.

LAVENTHOL & HORWATH, Los Angeles, CA                              1984 to 1985
Associate Appraiser
  Assisted the National Director of Valuations in developing a new appraisal
  practice that specialized in hotel and motel valuation, mixed use and
  commercial real estate appraisal and feasibility analysis.


- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

780 Lindsay Boulevard, Idaho Falls, ID

                                     ADDENDA

- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

                                RESTAURANT LEASE

                             SHILO INN, IDAHO FALLS

 SHILO:     Shilo Management Corporation, dba Shilo Inns

 TENANT:    O'Callahan's Idaho, Inc., an Idaho Corporation

                                     RECITALS

A. Shilo is the manager of the Shilo Inn, Idaho Falls, located at 780 Lindsay
Boulevard, Idaho Falls, Idaho 83402, which includes a restaurant, lounge and
meeting rooms (all of which is collectively referred to herein as the "Hotel
Complex"). Idaho Falls Restaurant Corp. is the current lessee of the restaurant
and lounge in the Hotel (the "Prior Lessee").

      B. Tenant desires to lease the restaurant, lounge and meeting and banquet
rooms (the "Premises") from Shilo. The Premises are also sometimes referred to
herein as the "Restaurant." The hotel portion of the Hotel Complex, when
referred to separately from the Restaurant, is referred to herein as the
"Hotel."

THE PARTIES AGREE AS FOLLOWS:

1. Shilo leases to Tenant, and Tenant leases from Shilo, the leased Premises in
the Hotel Complex on the terms and conditions contained in this Lease.

2. The term of the Lease shall be ten (10) years commencing December 1, 1992,
and ending November 30, 2002. As long as Tenant is not in default under the
Lease, Tenant shall have one five (5) year renewal option, beginning December 1,
2002, and ending November 30, 2007. Tenant shall give Shilo not less than ninety
(90) days written notice of Tenant's intention to exercise any renewal option.
Except as otherwise specified herein, the terms of the Lease during any renewal
option shall be the same as the first ten (10) years.

3. The monthly rent shall consist of a basic dollar amount (the "Base Rent"), or
a percentage of sales (the "Percentage Rent") whichever is greater. The
Percentage Rent shall be based upon Gross Sales as defined in paragraph 3.6
below.

      3.1 The rent for the initial term and the option terms are as follows:

            3.1.1 First two years (December 1, 1992, through November 30, 1994):
$6,000 per month Base Rent, or Percentage Rent of 6.0% of Gross Sales, computed
on a monthly basis, whichever is greater.


Page 1. Restaurant Lease (Idaho Falls)
<PAGE>

            3.1.2 Years three, four and five (December 1, 1994, through November
30, 1997): $8,000 per month Base Rent, or Percentage Rent of 7.0% of Gross
Sales, computed on a monthly basis, whichever is greater.

            3.1.3 Years six through ten (December 1, 1997, through November 30,
2002): $9,000 per month Base Rent, or Percentage Rent of 7.5% of Gross Sales,
computed on a monthly basis, whichever is greater.

            3.1.4 Years eleven through fifteen (December 1, 2002, through
November 30, 2007) (i.e., the Renewal Term): $9,500 per month Base Rent, or
Percentage Rent of 7.75% of Gross Sales, computed on a monthly basis, whichever
is greater.

      3.2 In addition to the Base Rent and Percentage Rent provided for herein,
Tenant shall pay, as additional rent, the following items:

            3.2.1 One hundred percent (100%) of the total bill for all utilities
separately metered, including (but not limited to) water and sewer, gas, and
electricity. (In the event any of the utilities are not separately metered, then
Tenant shall pay twenty-five percent (25%) of the total bill for the Hotel
Complex.)

            3.2.2 One hundred percent (100%) of the total garbage bill for the
Restaurant. (Tenant shall arrange for its own garbage collection and shall have
separate garbage containers.)

            3.2.3 One hundred percent (100%) of the telephone bill for the
Restaurant and Lounge. (Tenant shall obtain telephone numbers separate from the
Hotel for Tenant's restaurant and catering operations.)

            3.2.4 One hundred percent (100%) of the total costs of the Hotel's
maintenance employee (which employee shall be employed by the Hotel) to the
extent used by Tenant. Tenant shall be charged on an hourly basis for any time
the Hotel's maintenance employee provides maintenance services to Tenant.
Tenant's share shall be collected monthly, in arrears, as part of the monthly
Rent Statement as described in paragraph 3.5 below.

            3.2.5 Twenty-five percent (25%) of the total costs of one or more
security guards, whether hired as employees, or obtained from an independent
contractor. The cost of the guards shall be collected in advance on the Rent
Statement, and any additional guards, if and when necessary, shall be collected
in arrears on the Rent Statement.

            3.2.6 One hundred percent (100%) of the catering employees'
salaries, which employee or employees shall by employed by Tenant. (Tenant
agrees to employ and maintain an adequate sales


Page 2. Restaurant Lease (Idaho Falls)
<PAGE>

force to promote and service catering and food service contracts for the leased
Premises.)

            3.2.7 One hundred percent (100%) of the personal property tax on the
personal property used in the operation of the leased Premises, including, but
not limited to, all of the personal property owned by Shilo but used by Tenant
under this Lease ("Shilo's Restaurant Equipment"). In the event it is not
possible to segregate the tax bill for the personal property in the Restaurant
from the tax bill for the personal property in the Hotel, Tenant shall pay fifty
percent (50%) of the total personal property tax bill for the entire Hotel
Complex.

            3.2.8 Twenty-five percent (25%) of the real property taxes for the
entire Hotel Complex, including the leased Premises and the land and the entire
Hotel structure. Tenant's share shall be estimated annually by Shilo, and
one-twelfth (1/12th) thereof shall be collected monthly, in advance, as part of
the monthly Rent Statement. Upon receipt of the real property tax statement for
each year, any additional sum owing by Tenant for its share shall be billed to
Tenant by Shilo and promptly paid by Tenant; and the monthly tax reserve payment
shall be adjusted as needed. If the amount collected from Tenant on account of
taxes are in excess of Tenant's share of the taxes, the excess amount shall be
credited to Tenant.

            3.2.9 Tenant's pro rata share of the fire and casualty insurance
(including a portion of the agent's fee), as determined by Shilo's insurance
agent, for the portion of the structure housing the leased Premises (to include
the banquet and meeting rooms ) and for Shilo's Restaurant Equipment; and
Tenant's pro rata share (as determined by Shilo's insurance agent) of the
premium for Shilo's umbrella liability insurance policy. Tenant's share of the
insurance shall be estimated by Shilo annually, and one-twelfth (1/12th) thereof
shall be collected monthly, in advance, as part of the Rent Statement.
Adjustments to the insurance reserve shall be made annually in the same manner
as the tax reserve.

            3.2.10 Tenant shall pay one percent (1.00%) of Gross Sales, each
month, into a reserve (the "Replacement Reserve) for replacement of equipment.
The Replacement Reserve shall be collected each month, in arrears, at the same
time rent is collected. (The terms and conditions of the holding and use of the
Replacement Reserve is set forth in paragraph 14.3, below.)

      3.3 Base Rent for the month of December, 1992, shall be paid prior to
taking possession of the leased Premises. Tenant's prorated, estimated share of
insurance, personal and real property taxes, liquor license fees, and the
security employee's salary for December, 1992, shall be paid prior to taking
possession of the leased Premises.


Page 3. Restaurant Lease (Idaho Falls)
<PAGE>

      3.4 Base Rent for each other month during the term and extensions of this
Lease, together with Tenant's share of taxes, insurance, and the security
employee's salary for such month shall be paid not later than the tenth (10th)
day of the month. Any additional sum owing for Percentage Rent (and any other
sums paid in arrears) with respect to each month shall be paid not later than
the tenth (10th) day of the next month. At the end of the Lease, Tenant's
Percentage Rent, and additional rent for utilities and garbage for the final
month of the Lease (for which a reasonable estimate shall be made) shall be paid
not later than the end of the Lease term.

      3.5 Commencing January 8, 1993, and the fifth (5th) business day of each
month thereafter during the term of this Lease, Tenant shall complete and
deliver to Shilo a form (the "Rent Statement") showing the various categories of
Gross Sales, as specified by Shilo, for the prior month. The Rent Statement
shall be in such format as Shilo shall from time to time specify. Each monthly
Rent Statement shall also show the Base Rent for the then current month,
Tenant's payment for the current month for taxes and insurance, Tenant's charge
for any use of the maintenance employee, Tenant's share of the cost of the
security guard(s), Tenant's share of the cost of the prior month for utilities
and garbage disposal (if not billed directly to Tenant), any sum owing for the
prior month for Percentage Rent, the amount owing for the Replacement Reserve,
the amount collected by the Hotel for room service, the collection fee charged
by Shilo for the room charges, and any other items which Tenant is to pay
monthly under this Lease, and such additional items as Shilo and Tenant may
hereafter agree to include on such Rent Statement. Shilo and Tenant shall
cooperate with each other to obtain the information necessary to complete the
Rent Statement. The net amount, if any, owing by Tenant to Shilo shall be paid
on the tenth (10th) of each month. If any sum is owing to Tenant by Shilo under
the Rent Statement, net of any other sums owing to Shilo by Tenant, the amount
owing shall be paid to Tenant by Shilo not later than ten (10) days after
receipt of a properly completed Rent Statement.

      3.6 The term "Gross Sales" shall include the total of all receipts from
the sales of food, alcoholic and non-alcoholic beverages sold by the Tenant in,
on or from the leased Premises during the term of this Lease but after deducting
therefrom all bona fide credits, allowances, refunds, and charges. Proceeds from
vending machines, coin-operated devices, including, without limiting the
generality of the foregoing, telephone pay stations, musical devices, amusement
devices and the like, shall also be included in Gross Sales. Gross Sales shall
also include all off-premises catering or similar services done from the
Premises. Gross Sales shall also include any proceeds from meeting room rentals,
audio-visual sales/rental, sales/rental of decorations, charges for
entertainment, and all other revenue charged for any goods or services performed
in or from the leased Premises. Gross


Page 4. Restaurant Lease (Idaho Falls)
<PAGE>

Sales shall not include complimentary drinks or meals, uncollectible charges and
bad debts, use tax, sales tax, and other taxes levied by appropriate state,
municipal, county, federal and any other governmental bodies and subdivisions
thereof on sales of food, alcoholic or non-alcoholic beverages and any other
merchandise and/or services, whether paid by Tenant or Tenant's customers.

      3.7 In addition to the monthly Rent Statements, Tenant shall provide to
Shilo, within thirty (30) days of the end of each year of the Lease (i.e.,
December 31) a certification of the Gross Receipts, by category received by
Tenant during the Lease year then ended. Tenant shall keep and preserve, during
each year of the Lease, full and complete records of all gross receipts and
sales. Shilo shall have the right, not more than six (6) months and thirty (30)
days following the close of the Lease year (i.e., June 30), to examine and audit
the Tenant's records, but only for the purpose of ascertaining the amount of
Gross Sales. Shilo reserves the right to do surprise audits without prior notice
at any time during regular business hours, but such surprise audits shall not
occur more than twice in any calendar year unless the audit discloses an
understatement of Gross Sales of one percent (1.00%) or more. All audits shall
include the right to inspect the books applicable to the Premises maintained at
Tenant's home office. Any such audit or examination by Shilo shall be at Shilo's
sole expense, except in the event that the audit discloses an understatement of
one percent (1.00%) or more in Gross Sales reported by Tenant to Shilo, in which
case, the audit will be paid for by Tenant. Except as necessary to administer
and enforce the terms of the Lease, Shilo shall keep in confidence all
information furnished to Shilo, either in the form of the statement of receipts
delivered by Tenant or any information which Shilo might gain or gather from the
examination or audit of Tenant's books.

4. Tenant shall provide room service to Hotel guests. Tenant shall allow Hotel
guests, with proper and approved credit, to charge lounge and restaurant
charges, and room service, to the guest's Hotel lodging bill. Tenant shall
provide room service to Hotel patrons in accordance with hours described in
paragraph 5, below. Room service and restaurant and lounge charges by Hotel
patrons shall be on a monthly accounts receivable basis, subject to a two and
one-half percent (2.50%) bookkeeping, accounting and handling charge to Tenant
and credited to Shilo, all of which shall be reconciled as part of the monthly
Rent Statement. Shilo shall make available, upon reasonable request by Tenant,
all records in Shilo's possession of such patrons' accounts for the purpose of
verification of such charges. Shilo shall in no manner be responsible for
default by its Hotel guests' payment of restaurant or lounge or room service
charges. It is recognized that any liquor, either bottled or by the drink, that
leaves the restaurant Premises unconsumed, is done so as per the restaurant's
state liquor license. Shilo grants permission to authorized personnel


Page 5. Restaurant Lease (Idaho Falls)
<PAGE>

of the restaurant to full access to the Hotel property for such service. Tenant
shall be primarily responsible for the pickup of room service trays.

5. The leased Premises shall be open for business three hundred sixty-five (365)
days a year, except for the following days at the discretion of Tenant:
Thanksgiving Day, Christmas Eve, Christmas Day, and one other day a year of the
Tenant's choice for cleaning of the Premises. Tenant shall serve full service
liquor (including spirits, wine and beer) and provide a full service menu
including breakfast, lunch and dinner. For the Restaurant, the hours shall be
6:00 a.m. to 10:00 p.m., Monday through Saturday, and 6:00 a.m. to 10:00 p.m. on
Sundays. For the lounge, the hours shall be 11:00 a.m. to 1:00 a.m. Monday
through Saturday, 10:00 a.m. to 10:00 p.m., Sundays. (However, the Lounge shall
not be required to be open during hours prohibited by Idaho's liquor laws.)
Tenant may encourage diners to eat in the lounge rather than the restaurant
between 2:00 p.m. and 5:00 p.m. Monday through Saturday, but will serve in the
restaurant during those hours if a customer insists; however, room service shall
be available during such times. Tenant shall not be responsible for closures
caused by strikes, lockouts, rules of the State of Idaho or causes beyond the
reasonable control of Tenant. Any change in the restaurant or bar hours must be
approved in writing by Shilo.

6. Tenant shall keep and perform all of the following covenants:

      6.1 Tenant shall use the leased Premises, and the whole part thereof, only
as a cocktail lounge and restaurant with meeting and banquet facilities, to
compliment the Hotel as a full service facility.

            6.1.1 Additional uses, even if frequently associated with a
restaurant (such as, for example, legalized gambling) shall not be permitted
without Shilo's written consent, which may be withheld solely in Shilo's
discretion.

            6.1.2 Tenant shall use its utmost good faith and best efforts to
ensure that the Premises maintain a reputation as a quality operation suitable
for family dining. Tenant shall not tolerate or allow the Premises to become
known as a place frequented by persons or groups who are known or believed to be
criminals and/or offensive or threatening to most patrons (such as, by way of
example and not by way of limitation, a "biker hangout," or an establishment
where illegal drugs are frequently sold). Loud music, live or recorded, shall
not be allowed which disturbs Hotel guests during usual hours of sleep; Tenant
and Shilo agree to work together to minimize causing disturbance to guests while
still allowing restaurant and lounge patrons and parties in the meeting and
convention facilities to enjoy reasonable entertainment. Shilo reserves the
right to require the Tenant to change live or recorded entertainment, or other
on-Premises promotional activities, which 


Page 6. Restaurant Lease (Idaho Falls)
<PAGE>

Shilo, in good faith, determines to be incompatible with the Hotel's overall
operation and/or the public image which Shilo desires to promote. However,
nothing herein shall be construed to require Tenant to commit or tolerate any
unlawful discrimination.

            6.1.3 Tenant shall be responsible for internal security in the
leased Premises. The security guard employed by the Hotel is primarily for the
overall security of the entire Hotel Complex. Any additional security in the
Restaurant (such as, for example, a "bouncer") shall be Tenant's responsibility.

      6.2 Tenant shall obtain and pay for any and all permits and licenses
required by City, County, or State agencies and shall comply with and abide by
all rules and regulations of any regulatory body having jurisdiction.

      6.3 Tenant shall staff the lounge and restaurant at all times with
sufficient number of adequately trained and supervised personnel so as to be
capable of providing the service called for herein in a prompt, courteous and
businesslike manner, especially in keeping with Shilo's mottos of Affordable
Excellence, and Friendliness and Cleanliness. Tenant acknowledges the need of
many of the Hotel patrons to obtain prompt service. Tenant's food quality and
menu shall be maintained to Shilo's high standards. Tenant's menu shall be
subject to Shilo's approval, which shall not be unreasonably withheld; any
material changes to Tenant's menu, once approved, shall also be subject to
Shilo's written approval, which shall not be unreasonably withheld. Tenant may
use Shilo's menu for the first forty-five (45) days of the Lease, but thereafter
Tenant shall use its own menus.

      6.4 Tenant acknowledges that the physical location of the leased Premises
within the Hotel Complex causes Hotel patrons to identify the Hotel, lounge and
restaurant as one. Tenant acknowledges that poor beverage or food service, or
unsanitary conditions (or conditions that may appear sloppy or unsanitary) are
detrimental to Shilo's Hotel business as well as Tenant's Restaurant. Ten ant
agrees to cooperate with Shilo to operate the leased Premises for the mutual
benefit of Shilo and Tenant. Tenant shall not unreasonably refuse to comply with
Shilo's suggestions or requests for changes or improvements in service and/or
cleanliness. Tenant shall always maintain the interior and exterior of the
leased Premises (including, but not limited to, the kitchen, dining rooms,
lounge, meeting and banquet rooms, rest rooms, offices, employee break rooms,
storage rooms, and hostess area) in a very clean, well organized, and sanitary
condition and shall also maintain the highest restaurant and lounge sanitary
rating given by the governmental health authorities having jurisdiction. Tenant
shall also cooperate with the Hotel to attempt to achieve the highest possible
rating under hotel and motel guide books. Upon written notice from Shilo of
Tenant's failure to adequately maintain the leased Premises, Tenant shall


Page 7. Restaurant Lease (Idaho Falls)
<PAGE>

be given thirty (30) days to correct the deficiencies in cleanliness and\or
maintenance. If the deficiencies are such that they cannot reasonably be
corrected within thirty (30) days, and provided that Tenant has commenced such
corrections in good faith, up to thirty (30) additional days will be allowed for
completion. Should Tenant fail to correct the deficiencies within such time,
Shilo may elect to terminate Tenant's rights under this Lease, but no such
termination shall impair Shilo's remedies for breach of this Lease as provided
herein.

      6.5 Tenant shall, at all times during the term thereof, and at Tenant's
own cost and expense, maintain, keep in effect, furnish and deliver to Shilo,
restaurant operator's liability insurance policies in form and with an insurer
satisfactory to Shilo, insuring both Shilo and Tenant against all liability for
damages to person or property in or about the leased Premises; the amount of
such liability insurance shall not be less than TWO MILLION DOLLARS
($2,000,000.00) single limit coverage. SHILO AND MARK S. HEMSTREET PERSONALLY
SHALL BE ADDITIONAL NAMED INSUREDS ON TENANT'S LIABILITY POLICY, AND THE POLICY
SHALL PROVIDE THAT SUCH COVERAGE MAY NOT BE CANCELLED WITHOUT THIRTY (30) DAYS
WRITTEN NOTICE TO SHILO. Shilo shall name Tenant on Shilo's umbrella liability
policy for claims in excess of Two Million Dollars ($2,000,000.00), but only
with respect to claims relating to Tenant's operation of the leased Premises.

      6.6 Tenant shall indemnify and hold Shilo harmless from the negligence of
the Tenant, its officers, agents, invitees and/or employees, as well as those
arising from Tenant's failure to comply with any covenant of this Lease on its
part to be performed, and shall, at Tenant's sole cost and expense, defend Shilo
against any and all suits or actions arising out of such negligence and
discharge any judgment which may be awarded against Shilo in any such suit or
action.

      6.7 Tenant's indemnification obligations to Shilo under this Lease shall
extend to damage resulting from risks insurable by so-called "dram shop" or
liquor liability insurance. The public liability insurance required of Tenant
under this Lease shall include dram shop liability insurance.

      6.8 Tenant shall keep the leased Premises free from all waste or
accumulation of debris, and free from any and all unnecessary fire hazards.
Tenant shall cooperate with Shilo on all fire and casualty hazard reduction
efforts, and shall comply with the recommendations of Shilo's casualty insurance
carrier applicable to the leased Premises. Without limiting the generality of
the foregoing, Tenant shall comply with, and cooperate with Shilo in joint
compliance with, State and/or Federal programs such as LOCKOUT/TAG OUT, HAZCOM,
and BLOOD PATHOGENS.


Page 8. Restaurant Lease (Idaho Falls)
<PAGE>

      6.9 Tenant shall not make any alterations in, or additions to, the leased
Premises, nor make any contract therefor, without first obtaining Shilo's
written consent. If Shilo approves any proposed changes or alterations, Tenant
shall obtain names and addresses of contractors, copies of proposed contracts,
and the necessary permits, all in form and substance satisfactory to Shilo, and
furnish indemnification against liens, costs, damages, and expenses, as may be
required by Shilo. All alterations, additions and improvements, other than
Tenant's trade fixtures, which may be made or installed by Tenant upon the
leased Premises, shall be the property of Shilo and shall remain upon and be
surrendered with the leased Premises as a part thereof, without disturbance or
injury at any termination of the term of this Lease, whether by the lapse of
time or otherwise, all without compensation or credit to Tenant; provided,
however, if prior to such termination, or within fifteen (15) days thereafter,
Shilo shall have the right to direct Tenant, by written notice to Tenant, to
remove the additions, improvements, fixtures and installations placed there by
Tenant, and which are designated in such notice, and repair any damage
occasioned by such removals. If Tenant fails to repair such damage, Shilo may
effect such repairs and Tenant will pay to Shilo, on demand, the costs thereof
with interest at twelve percent (12%) per annum from the date of such removal by
Shilo.

      6.10 Tenant shall operate the leased Premises strictly in accordance with
all of the statutes pertaining thereto and all of the rules, regulations and
requirements of the City, County and State in which operation occurs. Any
violations thereof leading to suspension of Tenant's restaurant license and/or
liquor license for over ten (10) days shall be a breach of this Lease. No
drinking of alcoholic beverages shall be permitted on the Premises after closing
of the lounge, including, but not limited to, drinking by employees.

      6.11 Tenant shall not carry any stock of goods or do anything in or about
the leased Premises which will in any way impair or invalidate the obligation of
any policy of insurance on the leased Premises or the building in which the
leased Premises are situated. Tenant shall pay, upon demand, any increase in
insurance premiums from the business carried on in the leased Premises by
Tenant, whether or not Shilo has consented to the same. Tenant shall not create
or suffer to be created any condition which would be in violation of any of the
applicable State or Federal laws regarding Hazardous materials.

7. Shilo shall have no interest in, or responsibility for, operation of the
restaurant and lounge; except for the rent reserved, and Tenant shall save and
hold Shilo harmless from any and all claims whatsoever arising from Tenant's
operations of the leased Premises from the date of possession, and will pay all
costs of Shilo's defense, including attorneys' fees, should any claims be made
against Shilo by reason of Tenant's acts or omissions in


Page 9. Restaurant Lease (Idaho Falls)
<PAGE>

the operation thereof. Shilo shall hold Tenant harmless from any claims relating
to the operation of the restaurant and lounge by the Prior Lessee.

8. The meeting and banquet rooms shall be used by Shilo and Tenant as follows:

      8.1 The meeting and banquet rooms in the building housing the Restaurant
(the "Restaurant Meeting Rooms") are part of Tenant's leased Premises. Tenant
shall be responsible for the maintenance, repair and cleanliness of the
Restaurant Meeting Rooms. The meeting rooms in the building housing the Hotel
("Hotel Meeting Rooms") are not part of Tenant's leased Premises, and the Hotel
Meeting Rooms shall remain under the control of the Hotel. Shilo shall be
responsible for the maintenance, repair and cleanliness of the Hotel Meeting
Rooms, except that if Tenant serves a meal to guests in the Hotel Meeting Rooms,
then Tenant shall be responsible for the clean up of the Hotel Meeting Rooms
used to serve meals.

      8.2 Tenant understands and agrees that the restaurant and lounge are in
the Hotel primarily as an amenity of the Hotel to encourage room sales. Tenant
further understands that a large portion of the room sales of the Hotel comes
from convention and other pre-booked business which usually requires use of the
Restaurant Meeting Rooms and food and beverage service. Tenant agrees to provide
food and beverage service to groups booked by the Hotel for the Restaurant
Meeting Rooms or the Hotel Meeting Rooms. Tenant shall be responsible for the
set up and immediate clean up of all events in the Restaurant Meeting Rooms
regardless of who booked the event. All Restaurant Meeting Rooms shall be
cleared, cleaned up, and reset, as soon as possible after an event so as to
allow maximum use of the Restaurant Meeting Rooms for presentation and marketing
of additional bookings.

      8.3 All use charges for the Restaurant Meeting Rooms are the property of
Tenant and may be waived by Tenant. All charges for use of the Hotel Meeting
Rooms are the property of the Hotel. All charges for food and beverage service
in any of the Restaurant or Hotel Meeting Rooms in the Hotel are the property of
Tenant. All income from all guest room sales are the property of Shilo,
regardless of the origination of the business.

      8.4 In the event Tenant books any event utilizing any of the Restaurant
Meeting Rooms more than ninety (90) days in advance, such event shall be subject
to cancellation by Shilo in the event the Hotel books an event requiring the use
of the same meeting room for the same date or dates, or some of the same dates,
involving room sales, but Shilo may not cancel a booking by Tenant once the
event date is within ninety (90) days of the then current date. Bookings of the
Restaurant Meeting Rooms made within ninety (90) days of the scheduled event by
Shilo or Tenant shall be on a first-


Page 10. Restaurant Lease (Idaho Falls)
<PAGE>

come, first-served basis. Shilo's room sales staff at the Hotel, and Tenant's
catering sales staff shall work together in good faith to minimize conflicts and
cancellations and promote mutual business for both the Hotel and the restaurant
and lounge from the use of all of the Meeting Rooms.

      8.5 Tenant shall honor all booking commitments made by Shilo or the Prior
Lessee made prior to the date of this Lease, but Tenant shall receive all
prepaid deposits paid with respect to such bookings.

9. This Lease Agreement is contingent upon Tenant acquiring a liquor license to
operate the restaurant and lounge. Shilo hereby consents to Tenant's sale of
liquor by the drink on the leased Premises, subject to the terms and conditions
of this Lease. Tenant shall at all times keep the liquor license in full force
and effect and in full compliance. Tenant's loss of the liquor license for a
period greater than ten (10) days shall be a default under this Lease.

10. Shilo covenants to Tenant as follows:

      10.1 As long as Tenant is not in default under this Lease, Shilo warrants
to the Tenant the peaceful possession of the leased Premises during the term of
this Lease.

      10.2 Shilo shall indemnify and hold Tenant harmless from the sole
negligence of Shilo, its officers, agents, invitees and/or employees, as well as
those arising from Shilo's failure to comply with any covenant of this Lease on
Shilo's part to be performed, and shall, at its own cost and expense, defend
Tenant against any and all suits or actions arising out of such negligence and
discharge any judgment which may be awarded against Tenant in any such suit or
action.

11. Shilo and Tenant shall be responsible for maintenance as follows:

      11.1 Shilo shall maintain and repair the foundation, roof, gutters,
downspouts, exterior walls (except doors and glass), and the utility lines to
their exterior point of entry to the leased Premises; provided, however, that
Shilo shall not be responsible for maintenance necessitated by the acts of
Tenant, its agents or employees.

      11.2 Tenant shall maintain and keep in good repair the interior of the
leased Premises, including fixtures, windows, doors, utilities, air-conditioning
and heating outlets located on the leased Premises, and all other repairs made
necessary by Tenant's failure to so maintain; provided, however, Tenant shall
not be responsible for maintenance necessitated by the negligence or intentional
wrongful acts of Shilo or its employees or agents.


Page 11. Restaurant Lease (Idaho Falls)
<PAGE>

Tenant shall, at its sole cost and expense, replace all glass which may be
broken or cracked during the term hereof, in the windows and doors of the leased
Premises, with glass of as good or better quality as that originally installed.
Tenant shall deliver the Premises to Shilo upon termination in as good condition
as when leased, reasonable wear and tear excepted.

      11.3 Tenant shall be responsible for snow removal on the sidewalks
adjacent to the Restaurant building, and in the parking spaces near the
Restaurant; Tenant and Shilo shall coordinate and cooperate with each other to
accomplish snow removal in the most economic and efficient manner.

      11.4 Upon the commencement of this Lease, Shilo shall cause the HVAC
system to inspected, and any necessary maintenance or repairs done. If any
additional repair or maintenance of the HVAC system is required on or before May
31, 1993, Shilo shall pay one hundred percent (100%) of the cost. Beginning June
1, 1993, Tenant and Shilo shall equally split any cost of any maintenance and
repair of the HVAC system for the Restaurant.

      11.5 Tenant shall have the right to use the Hotel's maintenance employee
(if the Hotel employs such an employee) to perform simple and routine
maintenance tasks for Tenant, as and when the employee is available for such
work. The Hotel's maintenance work shall have first priority. Tenant shall be
billed for any work done for Tenant by the maintenance employee on an hourly
basis. The maintenance employee's cost shall include all costs for such employee
to include wages or salary, employment taxes, workmen's compensation premiums,
medical insurance and other fringe benefits paid by Shilo for its employees.

      11.6 If Tenant fails or refuses to keep the leased Premises in proper
maintenance and repair, Shilo shall have the right, but not the duty, after
reasonable written notice to Tenant (except in emergencies), to act as Shilo
deems necessary to maintain and repair the leased Premises without liability for
loss or damage to Tenant's property; Tenant shall pay the reasonable cost of
such repairs or maintenance by Shilo, plus twenty percent (20%) overhead, which
sum shall be promptly paid as additional rent.

12. Tenant shall have, at all times, the right, together with its customers and
invitees, to the use of the parking area and driveway appurtenant thereto, for
purposes of egress, ingress, parking of motor vehicles for Tenant, its customers
and employees, and the loading and unloading of vehicles in connection with and
incidental to the business conducted by Tenant on the leased Premises, all
without charge. Tenant's employees shall be subject to the same rules as the
Hotel's employees with respect to limitations on use of the parking areas, or
other rules promulgated by the Hotel with respect to employee parking. The Hotel
may place reasonable restrictions upon the times and places delivery and other
service


Page 12. Restaurant Lease (Idaho Falls)
<PAGE>

vehicles may utilize the parking and loading docks or loading areas, if any.
Shilo shall keep and maintain the parking area in good condition and repair and
reasonably free of rubbish and debris.

13. Within forty-five (45) days of taking possession, Tenant shall, at Tenant's
cost, obtain new signage for the restaurant and lounge. All such signs, and
their location, shall be subject to Shilo's written approval, which shall not be
unreasonably withheld. The name of Tenant's restaurant, if something other than
"O'Callahan's," shall be subject to Shilo's approval. The name "Shilo" or any
similar name shall not be part of Tenant's name for the restaurant, but Tenant
may advertise that the restaurant is in the Shilo Inn. Upon the termination of
this Lease, Tenant shall remove all such signs and restore such areas to their
original condition. Tenant shall maintain all of Tenant's signs, and additions
or replacements thereto. All signs shall be in compliance with applicable rules
and ordinances, and applicable electrical codes. If Tenant wishes to have
Tenant's name on Shilo's off-premises billboards, Tenant shall pay a portion of
the rental of such billboard, and all of the cost of the changes to the
billboard, as Shilo and Tenant may fix by agreement.

14. Except for personal property owned by Tenant, or leased by Tenant from third
parties, all personal property on the leased Premises at the commencement of the
Lease, including, but not limited to, furniture, fixtures, equipment, utensils,
small wears, desks, safe, miscellaneous office equipment, audio-visual
equipment, and trade fixtures (collectively "Shilo's Restaurant FF&E") is, and
shall remain, the sole property of Shilo. (Shilo's Restaurant FF&E may also
sometimes be referred to herein as "Shilo's Restaurant Equipment.")

      14.1 Any personal property used in the operation of the Restaurant owned
by Tenant shall remain Tenant's property; Tenant shall be responsible to obtain
Tenant's own fire and casualty insurance to insure Tenant's personal property on
the leased Premises. Tenant shall mark the equipment owned by Tenant with
Tenant's name. Tenant shall provide Shilo with a list of the major items of
equipment owned by Tenant and used in the Restaurant; Tenant shall update such
list not less frequently than annually.

      14.2 Prior to Tenant taking possession of the leased Premises, Shilo and
Tenant shall take an inventory of Shilo's Restaurant FF&E, which inventory shall
be signed by the parties and become an exhibit to this Lease. Tenant may use
Shilo's placemats, menus, napkins for forty-five (45) days after possession;
thereafter, Tenant shall use its own menus and its own placemats and napkins,
and any remaining supply of such items shall be returned to Shilo. Shilo and
Tenant shall inspect Shilo's Restaurant FF&E and the leased Premises before
Tenant takes possession and a list of agreed repairs to be made by Shilo shall


Page 13. Restaurant Lease (Idaho Falls)
<PAGE>

be prepared. Shilo shall repair the items on such agreed list, but Shilo shall
otherwise have no duty to repair any of Shilo's Restaurant FF&E, or the leased
Premises (except for items of maintenance that Shilo has agreed to do elsewhere
in this Lease), and Tenant shall take the leased Premises and Shilo's Restaurant
FF&E "AS IS." During the term of the Lease, Tenant shall maintain, repair and
replace, as needed, and insure Shilo's Restaurant FF&E and shall return Shilo's
Restaurant FF&E, or the equivalent, in as good a condition as such equipment is
now in, reasonable wear and tear excepted, upon the expiration of this Lease or
any extension thereof. During the term of the Lease, Tenant shall maintain the
same quantity of items of Shilo's Restaurant FF&E as at the beginning of the
Lease, and shall return the same quantities at the end of the Lease. None of
Shilo's Restaurant FF&E shall be subjected to a lien, pledged, or sold, or
removed from the leased Premises without Shilo's consent.

      14.3 The Replacement Reserve shall be one percent (1.00%) of Tenant's
Gross Sales. The amount collected each month for the Replacement Reserve shall
be deposited by Shilo, in Shilo's name, into an interest bearing bank account at
a bank selected by Shilo. The interest earned on the Replacement Reserve shall
be added to and become a part of the Replacement Reserve. The Replacement
Reserve shall be used by Tenant to add to and/or replace Shilo's Restaurant FF&E
as it becomes worn out, lost, obsolete, or damaged. Items purchased from the
Replacement Reserve shall be subject to Shilo's approval, which shall not be
unreasonably withheld. Tenant shall provide Shilo with invoices and receipts,
containing a detailed description (including serial numbers where applicable) of
the items purchased from the Replacement Reserve. Shilo shall reimburse Tenant
from the Replacement Reserve for approved items purchased. Any items purchased
by Tenant (or items for which Tenant is reimbursed) from funds from the
Replacement Reserve shall be Shilo's property and shall be part of Shilo's
Restaurant FF&E. Unless Shilo otherwise agrees, the Replacement Reserve shall
not be used for the cost of routine maintenance of Shilo's Restaurant FF&E.
Tenant hereby grants to Shilo a security interest in the Replacement Reserve to
secure all of Tenant's obligations under this Lease. Shilo shall provide Tenant
with an annual summary accounting of the funds in the Replacement Reserve. Upon
the termination of this Lease, and provided all payments and damages, if any,
owing by Tenant to Shilo shall have been paid in full, and the same quality and
quantity of Shilo's Restaurant FF&E is returned, any remaining funds in the
Reserve Account shall be paid to Tenant.

15. Prior to Tenant taking possession of the leased Premises, Tenant and Shilo
shall take an inventory of all of the Prior Lessee's food and beverage
inventory, and the inventory of miscellaneous operating supplies necessary for
conducting the business of the restaurant and lounge. Tenant shall purchase as
much of such inventory and supplies as Tenant shall select, and the


Page 14. Restaurant Lease (Idaho Falls)
<PAGE>

balance, if any, shall be removed by Shilo. All inventory and supplies purchased
shall be paid for in cash prior to taking possession. Tenant shall honor all of
the Prior Lessee's gift certificates, and Shilo shall reimburse Tenant for the
same value as the purchase price of the certificate. Tenant shall honor any
certificates or vouchers for complimentary meals and/or beverage in the
Restaurant issued by Shilo or the Hotel; Shilo shall reimburse Tenant for the
current menu price of such meals and beverage less ten percent (10%).

16. At the time of taking possession of the leased Premises, Shilo shall cause
the Prior Lessee to terminate the employment of all of the restaurant employees.
Tenant shall be free to employ as many of such employees as Tenant shall select.
Tenant is aware that Shilo intends to offer employment to some of the employees
of the Prior Lessee at other Shilo restaurants. Shilo shall be responsible for
all compensation and other sums owing to the employees with respect to their
employment to the date of Tenant's taking possession of the leased Premises.

17. Shilo, and its agents and representatives, shall, at any reasonable time,
without prior notice, have the right to enter into or upon the leased Premises
for the purpose of examining the condition thereof or any other lawful purposes,
including for the purpose of doing a surprise audit.

18. Tenant shall not assign, transfer, sublet, pledge, hypothecate, or otherwise
encumber or dispose of this Lease or the estate created in this Lease or in any
interest in any portion of the same, or permit any person or persons, company or
corporation to occupy the leased Premises or any part thereof, without the
written consent of Shilo first being obtained. Shilo agrees not to unreasonably
withhold consent. However, Shilo shall be entitled to require that any proposed
transferee be an experienced, reputable, qualified and financially responsible
restaurant operator willing to assume personal liability for the performance of
the Lease. No consent to transfer shall release the liability of Tenant or the
Guarantors. In the event Tenant is a corporation, no transfer, or series of
transfers, direct or indirect, of twenty-five percent (25%) or more of the
shares of the corporation shall be permitted without Shilo's consent. Shilo is
entering into this Lease by reason of the personal involvement of Rod Sawyer; as
long as actual or defacto control of the corporation comprising Tenant does not
pass from Sawyer, Shilo agrees not to unreasonably withhold consent to transfers
of shares of Tenant.


Page 15. Restaurant Lease (Idaho Falls)
<PAGE>

19. Fire and Casualty damage shall be treated as follows:

      19.1 In the event of loss or damage by fire or other casualty to the
building in which the leased Premises are located, the extent of which is less
than fifty-five percent (55%) of the value of the structure, Shilo and Tenant
agree to promptly restore the structure to a sound and usable condition.
However, Shilo shall not be required to repair any fire or casualty damage
unless and until Shilo receives the fire and casualty insurance proceeds from
Shilo's lender; and if Shilo's lender elects to apply such proceeds to Shilo's
loan on the building in which the leased Premises are located, Shilo shall not
be required to repair the damage if Shilo elects not to, and Shilo may elect to
terminate the Lease. Rental payments shall cease during the period the structure
is materially damaged. "Materially damaged" shall mean damage or destruction to
the structure to such extent that it is not practicable to continue business
operations under such circumstances. In the event that the structure is not
Materially Damaged, but there is damage to restaurant fixtures or equipment or
inventory, or if there has been smoke damage to the structure and/or the
restaurant/lounge area which can be cleaned or painted, then rental payments
shall cease for a period of not more than thirty (30) days in which time Tenant
shall make the repairs or replacements in the leased Premises made necessary by
such damage.

      19.2 In the event such loss or damage to the structure shall be in excess
of fifty-five percent (55%) of the value of the structure, Shilo may, at its
option, either restore the building to the extent of the insurance proceeds
available, or terminate this Lease as of the date of loss; without further
liability to the Tenant except the return to Tenant of any unearned advance
rental payments and funds, if any, held by Shilo but owing to Tenant. If loss or
damage is in excess of fifty-five percent (55%), Shilo agrees to notify Tenant
in writing within thirty (30) days after the occurrence of such destruction or
casualty as to its intent to, or not to, rebuild.

20. Tenant shall not permit any lien of any kind, type or description to be
placed or imposed upon the building in which the leased Premises are situated,
or any part thereof, or the real estate on which it stands, or any of Shilo's
Restaurant Equipment being used by Tenant.

21. Except for providing the insurance coverage as required by the terms of this
Lease, neither Shilo nor Tenant shall be liable to the other for loss arising
out of damage to or destruction of the leased Premises, or the building or the
improvements of which the leased Premises are a part of or with which they are
connected, or the contents of any thereof, when such loss is caused by any of
the perils which are or could be insured against by a standard form of fire
insurance with extended coverage, including sprinkler leakage insurance, if any.
All such claims between Shilo and


Page 16. Restaurant Lease (Idaho Falls)
<PAGE>

Tenant for any and all loss, however caused (except by the deliberate acts of
the party causing the loss) are hereby waived. The absence of such liability
shall exist whether or not the damage or destruction is caused by the negligence
of either Shilo or Tenant or by any of their respective agents, servants or
employees. It is the intention and agreement of Shilo and Tenant that fire and
casualty insurance coverage required under the terms of this Lease shall provide
reimbursement for any losses suffered and, further, that the insurance carriers
shall not be entitled to subrogation under any circumstances (except wilful
conduct) against either party to this Lease.

22. Tenant shall not overload the floors of the leased Premises in such a way as
to cause any undue or serious stress or strain upon the building in which the
leased Premises are located, or any part thereof. Shilo shall have the right at
any time to call upon any competent engineer or architect, selected by Shilo, to
decide whether the floors of the leased Premises, or any part thereof, are being
overloaded so as to cause any undue or serious stress or strain on the building,
or any part thereof. In the event the decision of such engineer or architect so
called upon is that, in his opinion, the stress or strain is such as to endanger
or injure the building or any part thereof, then and in that event, Tenant
agrees to immediately relieve such stress and strain, either by reinforcing the
building or by lightening the load which causes such stress or strain, in a
manner satisfactory to Shilo.

23. In case of the condemnation or appropriation of all or any substantial part
of the leased Premises by any public or private corporation under the laws of
eminent domain, this Lease may be terminated at the option of either party
hereto upon twenty (20) days written notice to the other, and in that case,
Tenant shall not be liable for rent after the date of Tenant's removal from the
Premises. Tenant shall not share in any portion of Shilo's award of the
condemnation funds, but Tenant may prosecute its own award for the value of its
property and business interest lost.

24. Time and strict performance of the provisions of this Lease Agreement are of
the essence. If Tenant shall be in arrears in any payment due to Shilo for a
period of ten (10) days after the same becomes due, or if Tenant shall fail or
neglect to do, keep, perform, or observe any of the covenants and agreements
contained herein on Tenant's part to be done, kept, performed, or observed, and
such failure shall continue for ten (10) days or more after written notice of
such failure or neglect shall be given to Tenant, or if Tenant shall be declared
bankrupt or insolvent according to law, or if any assignment of Tenant's
property shall be made for the benefit of creditors, or if on the expiration of
this Lease, Tenant fails to surrender possession of the leased Premises, then
and in any of such events, Shilo, or those having the lessor's estate in the
leased Premises lawfully, may, at his or their option, immediately or any time
thereafter, without demand or


Page 17. Restaurant Lease (Idaho Falls)
<PAGE>

notice, repossess the same as lessor's estate, and expel Tenant and those
claiming by, through, or under Tenant, and take over Tenant's effects continuing
the operation in any manner as to Shilo may seem expedient, without prejudice to
any remedy which Shilo has under the terms of this Lease or otherwise at law or
in equity. It is the intention of this Lease that Shilo shall have all remedies
for breach of a lease as shall be allowed under the laws of the State of Idaho,
and such remedies shall be cumulative to the extent permitted by law. No
expulsion of Tenant from the leased Premises shall release Tenant or any
Guarantor of this Lease from personal liability hereunder.

25. Tenant's interest under this Lease shall be and is subordinate to any
mortgage, trust deed or other security device on the Hotel Complex and/or
Shilo's Restaurant FF&E as shall now exist or as shall hereafter be created by
Shilo. Tenant shall promptly execute such subordination agreements as Shilo or
Shilo's present lender or any future lender may reasonably request; subject,
however, to Tenant's right to remain in possession of the leased Premises, as
long as Tenant performs this Lease as agreed, despite any defaults by Shilo
under any financing secured by the Hotel Complex and/or Shilo's Restaurant FF&E.

26. In the event any suit or action is instituted to enforce compliance with any
of the terms, covenants or conditions of this Lease, or to collect the rental
which may become due hereunder, or any portion thereof, or to interpret the
terms of this Lease, the prevailing party will be entitled to, in addition to
its costs and disbursements provided by statute, such additional sum as the
court may adjudge reasonable for attorney fees in such suit or action, including
any appeal therein.

27. Upon expiration of the term of this Lease, Tenant shall deliver the leased
Premises and Shilo's Restaurant FF&E to Shilo in as good condition as Tenant
shall have received the same, with the same or greater quality and quantities of
Shilo's Restaurant FF&E, reasonable wear and tear excepted.

28. Any notice required or permitted under this Lease shall be deemed
sufficiently given or served if sent by certified mail, return receipt
requested, to Tenant at the address of the leased Premises, and to Shilo at the
address then fixed for the payment of rent, and either party may, by like notice
at any time and from time to time, designate a different address to which notice
shall be sent. Notices given in accordance with these provisions shall be deemed
received when mailed.

      28.1 Until further notice, notices to Shilo shall be sent to:

            11600 S.W. Barnes Road
            Portland, Oregon 97225


Page 18. Restaurant Lease (Idaho Falls)
<PAGE>

      28.2 Until further notice, notices to Tenant shall be sent to:

            6221 N.E. 82nd Avenue
            Portland, Oregon 97220

29. All rights, remedies and liabilities herein given or imposed upon either of
the parties hereto shall extend to and inure to the benefit of and bind as the
circumstances may require, their respective heirs, executors, administrators and
successors, and, insofar as this Lease is assignable by the terms hereof, to the
assigns of such parties.

30. Nothing contained in this Lease shall be construed as creating a partnership
or joint venture between Shilo and Tenant or between Shilo and any other party,
or cause Shilo to be responsible in any way for the debts or obligations of
Tenant or any other party.

31. Tenant shall have its laundry done by an outside service. The Hotel's
laundry shall have no obligation to do any of Tenant's laundry.

32. Rod Sawyer (the "Guarantor"), hereby unconditionally guarantees the
performance of Tenant under this Lease. Guarantor's guarantee shall have the
same legal effect as if the Guarantor had co-signed the Lease as one of the
tenants and not as an accommodation party. Any notice to Tenant under this Lease
shall also be notice to Guarantor, and no separate notice shall be required.

33. The parties acknowledge that Tenant is a subsidiary of, or affiliate of, or
under common control with, the restaurant tenant at the Shilo Inn, The Dalles,
Oregon (O'Callahan's Restaurants, Inc.), and the restaurant tenant at the Shilo
Inn, Richland, Washington (O'Callahan's East, Inc.); also, Shilo intends to
lease the restaurant and deli-mart at the Shilo Inn Suites Hotel, Nampa, Idaho,
to a corporation or other entity which is an affiliate of and/or under common
control with Tenant and the other corporations mentioned in this paragraph. (The
restaurant lease at The Dalles is referred to herein as "The Dalles Lease," the
restaurant lease at Richland is referred to herein as the "Richland Lease," the
restaurant lease at Nampa (if executed) is referred to herein as the "Nampa
Lease," and any other leases which Shilo may hereafter enter into with an entity
that is an affiliate of or under common control with Tenant and/or the other
corporations referred to in this paragraph are collectively referred to herein
as "Future Leases." The Dalles Lease, the Richland Lease, any Future Leases, and
this Lease are collectively referred to as the "Shilo/O'Callahan Leases."

      33.1 In the event of any default by the lessee under any of the
Shilo/O'Callahan Leases, Shilo and/or Mark S. Hemstreet shall


Page 19. Restaurant Lease (Idaho Falls)
<PAGE>

have the right, at Shilo's or Mark Hemstreet's option, to declare any or all of
the Shilo/O'Callahan Leases in default and exercise the rights of the lessor
under each of the Shilo/O'Callahan Leases declared to be in default. In
addition, and regardless of whether Shilo or Mark Hemstreet declares a default
on any of the Shilo/O'Callahan Leases, Shilo shall have the right to collect any
sums owing to Shilo or Mark Hemstreet by any of the lessees of the
Shilo/O'Callahan Leases from any funds Shilo or Mark Hemstreet may have in their
possession.

      33.2 O'Callahan's Restaurants Inc., and O'Callahan's East, Inc., shall
execute this Lease to evidence their agreement to the provisions of this
paragraph 33 and the provisions of paragraph 34, below.

34. Tenant, O'Callahan's Restaurants Inc., O'Callahan's East, Inc., and Rod
Sawyer individually, agree that none of them, individually, or collectively,
directly or indirectly, whether through a new entity or otherwise, shall invest
in, lease, or develop any other restaurants or other business ventures prior to
December 1, 1993, without Shilo's consent. The parties agree that the purpose of
this provision is to limit the demands upon the time and capital of Rod Sawyer
and his various restaurant businesses while he is in the first year of taking
over and operating the leased Premises under this Lease.

35. Shilo and Tenant have adequate legal counsel and have read and fully
understand all of the terms and conditions contained in this Lease Agreement.
This Lease shall be construed as if both parties had participated equally in its
drafting, and neither party shall be entitled to any presumption by reason of
the source of the drafting.

36. From December 1, 1992, to January 15, 1993, Tenant shall be entitled to
obtain up to four rooms per night in the Hotel, on a space available basis only,
for a rate of Twenty Dollars ($20.00) plus tax, per room, per night. Thereafter
the rate will be the Hotel's standard commercial rate less twenty percent (20%),
space available, but only on nights when commercial rates are offered. Tenant
shall only use these rooms for business purposes only.

Dated this 4th day of November, 1992.

SHILO MANAGEMENT CORPORATION                     TENANT


by /s/ Mark S. Hemstreet                         O'CALLAHAN'S IDAHO, INC.
   ------------------------------
      Mark S. Hemstreet
      President                                  By: /s/ Rod Sawyer
                                                     ---------------------------
                                                     RJS


Page 20. Restaurant Lease (Idaho Falls)
<PAGE>

                                                     /s/ Rod Sawyer
                                                     ---------------------------
                                                     Rod Sawyer, Guarantor

THE PROVISIONS OF PARAGRAPHS 33 AND 34 ARE ACCEPTED AND AGREED TO:

O'CALLAHAN'S RESTAURANTS INC.


by /s/ Rod Sawyer
   ------------------------------
   Rod Sawyer
   President


Page 21. Restaurant Lease (Idaho Falls)
<PAGE>

SHILO INN - IDAHO FALLS, IDAHO (162 suites)
NET OPERATING INCOME DETAIL                                   $1,000,000 remodel
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)      started Autumn, 1996
FOR THE 12 MONTHS ENDED 8-31-96 (actual)

<TABLE>
<CAPTION>
                                                                                        
                                                                                        
                                     1991             1992              1993            
REVENUE                          (actual)   %      (actual)    %      (actual)    %     

<S>                            <C>         <C>    <C>         <C>    <C>         <C>    
  Guest Room                   $2,809,128  91.7%  $2,522,238  92.0%  $2,482,358  92.7%  
  Restaurant Rent                 159,879   5.2%     129,122   4.7%     107,266   4.0%  
  Telephone                        68,421   2.2%      67,069   2.4%      67,353   2.5%  
  Meeting/Banquet Room                  0   0.0%           0   0.0%           0   0.0%  
  Fax                               3,312   0.1%       3,088   0.1%       1,399   0.1%  
  Valet                             6,440   0.2%       4,943   0.2%       4,788   0.2%  
  Video                             1,669   0.1%       1,609   0.1%       1,885   0.1%  
  Sports and Athletics                  0   0.0%           0   0.0%           0   0.0%  
  Vending Machines                  5,092   0.2%       4,921   0.2%       4,629   0.2%  
  Guest Laundry/Soap                5,321   0.2%       2,758   0.1%       3,560   0.1%  
  Miscellaneous                     4,446   0.1%       5,593   0.2%       3,265   0.1%  
                               -----------------  -----------------  -----------------  
    TOTAL REVENUE               3,063,708 100.0%   2,741,341 100.0%   2,676,503 100.0%  
                               -----------------  -----------------  -----------------  
OPERATING EXPENSE             
  PAYROLL & RELATED EXPENSE   
    Managers                       24,395   0.8%      28,271   1.0%      27,053   1.0%  
    Front Desk                     75,858   2.5%      64,262   2.3%      57,922   2.2%  
    Bookkeeper/Auditor             19,508   0.6%      21,908   0.8%      31,103   1.2%  
    Head Housekeeper               19,413   0.6%      18,801   0.7%      20,889   0.8%  
    Housekeeper Rooms              94,253   3.1%      88,834   3.2%      83,345   3.1%  
    Housekeeper - Other            12,978   0.4%      13,419   0.5%       8,230   0.3%  
    Laundry                        31,486   1.0%      23,572   0.9%      19,557   0.7%  
    Guest Services                 24,931   0.8%      25,363   0.9%      32,233   1.2%  
    Sales & Marketing              32,761   1.1%      34,884   1.3%      29,184   1.1%  
    Security                       14,326   0.5%      14,346   0.5%      12,762   0.5%  
    Maintenance                    33,463   1.1%      22,200   0.8%      24,158   0.9%  
    Ground Maintenance              6,125   0.2%       6,364   0.2%       8,542   0.3%  
    Windows/Carpets                   144   0.6%         497   0.0%       1,325   0.0%  
    Bonuses                             0   0.0%           0   0.0%         700   0.0%  
    Payroll Taxes                  58,198   1.9%      57,385   2.1%      42,414   1.6%  
    Workers' Comp                       0   0.0%           0   0.0%      68,104   2.5%  
    Workers' Comp Claims                0   0.0%           0   0.0%           0   0.0%  
    Health Insurance               28,957   0.9%      23,333   0.9%      23,154   0.9%  
    Medical                             0   0.0%           0   0.0%         270   0.0%  
    Uniforms/Cleaning                 736   0.0%         794   0.0%         652   0.6%  
    Other                             117   0.0%         133   0.0%       1,027   0.0%  
                               -----------------  -----------------  -----------------  
      TOTAL PAYROLL               477,709  15.6%     444,366  16.2%     492,624  18.4%  
                               -----------------  -----------------  -----------------  
</TABLE>
<TABLE>
<CAPTION>
                                                                      For The
                                                                   12 Months Ended
                                  1994              1995              8-31-96
REVENUE                         (actual)    %      (actual)    %      (actual)    %

<S>                            <C>         <C>    <C>         <C>    <C>         <C>  
  Guest Room                   $2,541,811  93.3%  $2,380,856  92.2%  $2,183,287  91.7%
  Restaurant Rent                  93,501   3.4%     115,500   4.5%     113,256   4.8%
  Telephone                        69,188   2.5%      70,715   2.7%      71,337   3.0%
  Meeting/Banquet Room              1,158   0.0%       2,405   0.1%         649   0.0%
   Fax                              1,261   0.0%         278   0.0%         513   0.0%
  Valet                             4,537   0.2%       3,425   0.1%       3,196   0.1%
  Video                             1,833   0.1%       1,399   0.1%       1,083   0.0%
  Sports and Athletics                  0   0.0%           0   0.0%           0   0.0%
  Vending Machines                  4,931   0.2%       4,066   0.2%       2,906   0.1%
  Guest Laundry/Soap                4,375   0.2%       3,703   0.1%       3,169   0.1%
  Miscellaneous                     1,834   0.1%       1,045   0.0%       1,163   0.0%
                               -----------------  -----------------  -----------------
    TOTAL REVENUE               2,724,429 100.0%   2,583,432 100.0%   2,380,559 100.0%
                               -----------------  -----------------  -----------------
OPERATING EXPENSE             
  PAYROLL & RELATED EXPENSE   
    Managers                       29,902   1.1%      30,153   1.2%      31,285   1.3%
    Front Desk                     59,910   2.2%      61,036   2.4%      62,136   2.6%
    Bookkeeper/Auditor             34,140   1.3%      36,776   1.4%      37,515   1.6%
    Head Housekeeper               20,583   0.8%      20,281   0.8%      20,964   0.9%
    Housekeeper Rooms              88,868   3.3%      84,081   3.3%      87,156   3.7%
    Housekeeper - Other             8,487   0.3%      10,550   0.4%      12,162   0.5%
    Laundry                        17,714   0.7%      19,348   0.7%      18,469   0.8%
    Guest Services                 27,532   1.0%      26,095   1.0%      26,138   1.1%
    Sales & Marketing              24,671   0.9%      35,997   1.4%      37,158   1.6%
    Security                       14,180   0.5%      16,281   0.6%      17,856   0.8%
    Maintenance                    25,661   0.9%      27,172   1.1%      28,496   1.2%
    Ground Maintenance              5,619   0.2%       8,956   0.3%       8,566   0.4%
    Windows/Carpets                 3,022   0.1%       4,750   0.2%       4,521   0.2%
    Bonuses                         1,300   0.0%         200   0.0%         600   0.0%
    Payroll Taxes                  35,420   1.3%      37,876   1.5%      38,156   1.6%
    Workers' Comp                  17,904   0.7%      19,352   0.7%      19,364   0.8%
    Workers' Comp Claims           (3,196) -0.1%           0   0.0%           0   0.0%
    Health Insurance               40,785   1.5%      35,970   1.4%      37,521   1.6%
    Medical                           707   0.0%       2,606   0.1%       2,016   0.1%
    Uniforms/Cleaning                 277   0.0%         246   0.0%         303   0.0%
    Other                           2,468   0.1%       4,386   0.2%       4,168   0.2%
                               -----------------  -----------------   ----------------
      TOTAL PAYROLL               455,954  16.7%     482,112  18.7%     494,550  20.8%
                               -----------------  -----------------   ----------------
</TABLE>
<PAGE>

SHILO INN - IDAHO FALLS, IDAHO (162 suites)                               PAGE 2
NET OPERATING INCOME DETAIL 
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual) 
FOR THE 12 MONTHS ENDED 8-31-96 (actual)

<TABLE>
<CAPTION>
                                                                                        
                                                                                        
                                     1991             1992              1993            
                                 (actual)   %      (actual)    %      (actual)    %     
<S>                            <C>         <C>    <C>         <C>    <C>         <C>    
UTILITIES
  Electricity                      73,273   2.4%      72,115   2.6%      72,674   2.7%  
  Gas                              19,607   0.6%      20,030   0.7%      18,885   0.7%  
  Telephone                        41,745   1.4%      39,804   1.5%      40,616   1.5%  
  Water                             4,963   0.2%       5,137   0.2%       2,075   0.1%  
  Garbage                           4,045   0.1%       3,478   0.1%       2,806   0.1%  
  Sewer                             5,803   0.2%       5,089   0.2%       3,581   0.1%  
                               -----------------  -----------------  -----------------  
    TOTAL UTILITIES               149,436   4.9%     145,653   5.3%     139,837   5.2%  
                               -----------------  -----------------  -----------------  
ADVERTISING
  Advertising                           0   0.0%          0    0.0%         557   0.0%  
  Airport Advertising               2,660   0.1%      2,797    0.1%       2,868   0.1%  
  Billboards                       19,067   0.6%     16,459    0.6%      17,250   0.6%  
  Highway Logos                       576   0.0%        550    0.0%         919   0.0%  
  Radio Media                           0   0.0%          0    0.0%           0   0.0%  
  Radio Tradeouts                   3,021   0.1%      6,139    0.2%       4,749   0.2%  
  TV Media                              0   0.0%          0    0.0%           0   0.0%  
  TV Tradeouts                      3,151   0.1%      2,669    0.1%       4,763   0.2%  
  Brochures/Postcards               3,089   0.1%      1,384    0.1%       4,869   0.2%  
  Brochures/Tradout                   100   0.0%          0    0.0%       2,595   0.1%  
  Yellow Pages                      2,782   0.1%      4,018    0.1%       2,736   0.1%  
  Newspaper Ads                       360   0.0%        537    0.0%       1,333   0.0%  
  Magazine Ads                      5,328   0.2%      3,296    0.1%         704   0.0%  
  Magazine Tradeouts                1,769   0.1%      1,327    0.0%         245   0.0%  
  Property Ads                        838   0.0%        323    0.0%         680   0.0%  
  Advertising Tradeouts Other         943   0.0%      1,943    0.1%         295   0.0%  
  Sports Events/Tradeouts               0   0.0%      4,108    0.1%         155   0.0%  
  Sports Sponsorship                    0   0.0%          0    0.0%       1,800   0.1%  
  Displays                            888   0.0%        215    0.0%           0   0.0%  
  Local Events Promotion                0   0.0%        436    0.0%         500   0.0%  
  Travel Guides/Directories             0   0.0%          0    0.0%         465   0.0%  
  Promotional Items                    39   0.0%        576    0.0%         451   0.0%  
  Advertising & Promotion           1,513   0.0%     17,391    0.6%       2,623   0.1%  
  Travel Agents                    35,228   1.1%     42,664    1.6%      49,331   1.8%  
  Marketing                             0   0.0%          0    0.0%           0   0.0%  
  Taxi & Limo                           0   0.0%          0    0.0%           0   0.0%  
                               -----------------  -----------------  -----------------  
     TOTAL ADVERTISING             81,352   2.7%    106,832    3.9%      99,894   3.7%  
                               -----------------  -----------------  -----------------  
</TABLE>
<TABLE>
<CAPTION>
                                                                      For The
                                                                   12 Months Ended
                                  1994              1995              8-31-96
                                (actual)    %      (actual)    %      (actual)    %
<S>                            <C>         <C>    <C>         <C>    <C>         <C>  
UTILITIES
  Electricity                      82,650   3.0%      78,753   3.0%      81,202   3.4%
  Gas                              19,424   0.7%      20,608   0.8%      19,908   0.8%
  Telephone                        36,893   1.4%      33,047   1.3%      30,608   1.3%
  Water                             5,435   0.2%       4,154   0.2%       4,610   0.2%
  Garbage                           2,800   0.1%       3,360   0.1%       3,536   0.1%
  Sewer                             6,649   0.2%       3,872   0.1%       4,740   0.2%
                               -----------------  -----------------  -----------------
    TOTAL UTILITIES               153,851   5.6%     143,794   5.6%     144,604   6.1%
                               -----------------  -----------------  -----------------
ADVERTISING
  Advertising                         399   0.0%       2,264   0.1%       1,896   0.1%
  Airport Advertising               3,295   0.1%       3,848   0.1%       3,284   0.1%
  Billboards                       21,064   0.8%      25,282   1.0%      24,385   1.0%
  Highway Logos                     1,059   0.0%         594   0.0%         650   0.0%
  Radio Media                           0   0.0%           0   0.0%           0   0.0%
  Radio Tradeouts                   6,400   0.2%       6,510   0.3%       5,174   0.2%
  TV Media                              0   0.0%           0   0.0%           0   0.0%
  TV Tradeouts                      3,872   0.1%       4,251   0.2%       2,694   0.1%
  Brochures/Postcards               2,881   0.1%       3,360   0.1%       2,174   0.1%
  Brochures/Tradout                     0   0.0%           0   0.0%           0   0.0%
  Yellow Pages                      3,490   0.1%       3,344   0.1%       2,869   0.1%
  Newspaper Ads                     1,473   0.1%       1,326   0.1%       1,280   0.1%
  Magazine Ads                        541   0.0%         434   0.0%         421   0.0%
  Magazine Tradeouts                    0   0.0%           0   0.0%           0   0.0%
  Property Ads                      1,480   0.1%       1,245   0.0%         933   0.0%
  Advertising Tradeouts Other           0   0.0%           0   0.0%           0   0.0%
  Sports Events/Tradeouts               0   0.0%           0   0.0%           0   0.0%
  Sports Sponsorship                1,000   0.0%         875   0.0%         624   0.0%
  Displays                            354   0.0%           0   0.0%           0   0.0%
  Local Events Promotion               50   0.0%         602   0.0%         422   0.0%
  Travel Guides/Directories         2,410   0.1%      10,544   0.4%       7,567   0.3%
  Promotional Items                   451   0.0%         362   0.0%         561   0.0%
  Advertising & Promotion           4,721   0.2%      30,330   1.2%      17,315   0.7%
  Travel Agents                    51,141   1.9%      56,961   2.2%      54,163   2.3%
  Marketing                           379   0.0%       2,483   0.1%       4,363   0.2%
  Taxi & Limo                           0   0.0%          41   0.0%           0   0.0%
                               -----------------  -----------------  -----------------
     TOTAL ADVERTISING            106,460   3.9%     154,656   6.0%     130,775   5.5%
                               -----------------  -----------------  -----------------
</TABLE>
<PAGE>
SHILO INN - IDAHO FALLS, IDAHO (162 suites)                               PAGE 3
NET OPERATING INCOME DETAIL 
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual) 
FOR THE 12 MONTHS ENDED 8-31-96 (actual)

<TABLE>
<CAPTION>
                                                                                        
                                                                                        
                                     1991             1992              1993            
                                 (actual)   %      (actual)    %      (actual)    %     
<S>                            <C>         <C>    <C>         <C>    <C>         <C>    
SUPPLIES
  Linen                             6,435   0.2%       3,185   0.1%      19,117   0.7%  
  Bathroom                         16,277   0.5%      15,432   0.6%       9,653   0.4%  
  Cleaning                         23,351   0.8%      22,590   0.8%      16,663   0.6%  
  Continental Breakfast             4,638   0.2%         446   0.0%       1,412   0.1%  
  Office                            2,809   0.1%       2,091   0.1%       5,518   0.2%  
  Operating                         9,788   0.3%      11,357   0.4%      11,434   0.4%  
  Replacements                      3,180   0.1%       1,505   0.1%       1,625   0.1%  
  Guest Amenity                    13,354   0.4%       9,871   0.4%       8,766   0.3%  
                               -----------------  -----------------  -----------------  
    TOTAL SUPPLIES                 79,832   2.6%      66,477   2.4%      74,188   2.8%  
                               -----------------  -----------------  -----------------  
REPAIRS & MAINTENANCE
  Carpets, Draperies & Furniture      106   0.0%         748   0.0%         965   0.0%  
  Elevators                         4,518   0.1%       4,931   0.2%       4,571   0.2%  
  Landscaping                       1,249   0.0%       1,861   0.1%       7,384   0.3%  
  Painting & Wallpaper                  7   0.0%         656   0.0%           0   0.0%  
  Pool                              6,255   0.2%       2,821   0.1%       3,721   0.1%  
  Telephone                         2,568   0.1%       2,770   0.1%         686   0.0%  
  TV Cable & Satellite             18,568   0.6%      17,505   0.6%      16,960   0.6%  
  Pest Control                      1,128   0.0%       1,292   0.0%       1,232   0.0%  
  Janitorial Services               2,545   0.1%       1,157   0.0%       1,127   0.0%  
  Plumbing                            988   0.0%       2,314   0.1%       4,668   0.2%  
  Electrical                        4,461   0.1%       4,124   0.2%       2,036   0.1%  
  Heating Ventilation Cooling       1,195   0.0%       3,336   0.1%         827   0.0%  
  Sign                              5,599   0.2%       6,230   0.2%       3,701   0.1%  
  Keys & Locks                      1,753   0.1%       1,100   0.0%       2,831   0.1%  
  Laundry/Housekeeping              3,870   0.1%       3,579   0.1%       5,566   0.2%  
  Photo Copier                      2,790   0.1%       1,033   0.0%       1,590   0.1%  
  Micros Register                   2,250   0.1%         969   0.0%       3,625   0.1%  
  Tools & Supplies                  8,975   0.3%      14,499   0.5%      10,091   0.4%  
  Maintance and Repairs            12,218   0.4%       3,771   0.1%       3,200   0.1%  
  Contract Labor Repair                 0   0.0%           0   0.0%         950   0.0%  
                               -----------------  -----------------  -----------------  
    TOTAL REPAIRS & MAINTENANCE    81,043   2.6%      74,696   2.7%      75,731   2.8%  
                               -----------------  -----------------  -----------------  
</TABLE>
<TABLE>
<CAPTION>
                                                                          For The
                                                                      12 Months Ended
                                     1994              1995              8-31-96
                                   (actual)    %      (actual)    %      (actual)    %
<S>                               <C>         <C>    <C>         <C>    <C>         <C>  
SUPPLIES
  Linen                                3,664   0.1%       2,179   0.1%       4,703   0.2%
  Bathroom                             8,443   0.3%      12,991   0.5%      12,041   0.5%
  Cleaning                            18,244   0.7%      19,845   0.8%      23,628   1.0%
  Continental Breakfast                5,805   0.2%       9,094   0.4%       8,200   0.3%
  Office                               4,995   0.2%       5,148   0.2%       6,168   0.3%
  Operating                           14,286   0.5%      16,270   0.6%      13,363   0.6%
  Replacements                        24,377   0.9%       7,918   0.3%       8,137   0.3%
  Guest Amenity                        7,947   0.3%       8,549   0.3%       8,014   0.3%
                                  -----------------  -----------------  -----------------
    TOTAL SUPPLIES                    87,761   3.2%      81,994   3.2%      84,254   3.5%
                                  -----------------  -----------------  -----------------
REPAIRS & MAINTENANCE
  Carpets, Draperies & Furniture         569   0.0%       2,164   0.1%       2,069   0.1%
  Elevators                            4,099   0.2%       4,993   0.2%       5,026   0.2%
  Landscaping                          5,737   0.2%       9,406   0.4%       8,431   0.4%
  Painting & Wallpaper                   437   0.0%         395   0.0%         946   0.0%
  Pool                                 4,196   0.2%       3,897   0.2%       4,236   0.2%
  Telephone                              320   0.0%         281   0.0%         122   0.0%
  TV Cable & Satellite                19,651   0.7%      14,537   0.6%      16,319   0.7%
  Pest Control                         1,050   0.0%       1,003   0.0%         846   0.0%
  Janitorial Services                  1,414   0.1%         771   0.0%         974   0.0%
  Plumbing                             1,951   0.1%       4,710   0.2%       3,163   0.1%
  Electrical                           1,910   0.1%       2,410   0.1%       1,840   0.1%
  Heating Ventilation Cooling          3,810   0.1%       4,065   0.2%       3,069   0.1%
  Sign                                 3,381   0.1%       1,278   0.0%       1,136   0.0%
  Keys & Locks                         1,516   0.1%       1,606   0.1%       1,311   0.1%
  Laundry/Housekeeping                 2,130   0.1%       3,459   0.1%       2,630   0.1%
  Photo Copier                           337   0.0%         619   0.0%         544   0.0%
  Micros Register                      2,283   0.1%       1,429   0.1%       1,638   0.1%
  Tools & Supplies                    13,058   0.5%      10,149   0.4%      13,136   0.6%
  Maintance and Repairs               13,629   0.5%       7,593   0.3%      11,385   0.5%
  Contract Labor Repair                  474   0.0%       1,555   0.1%         152   0.0%
                                  -----------------  -----------------  -----------------
    TOTAL REPAIRS & MAINTENANCE       81,952   3.0%      76,320   3.0%      78,973   3.3%
                                  -----------------  -----------------  -----------------
</TABLE>
<PAGE>
SHILO INN - IDAHO FALLS, IDAHO (162 suites)                               PAGE 4
NET OPERATING INCOME DETAIL 
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual) 
FOR THE 12 MONTHS ENDED 8-31-96 (actual)

<TABLE>
<CAPTION>
                                                                                        
                                                                                        
                                     1991             1992              1993            
                                 (actual)   %      (actual)    %      (actual)    %     
<S>                            <C>         <C>    <C>         <C>    <C>         <C>    
OTHER OPERATING EXPENSE
  Sales/Use/Taxes                  14,407   0.5%      19,484   0.7%      13,721   0.5%  
  Credit Card Discounts            63,729   2.1%      49,135   1.8%      50,385   1.9%  
  Telecheck                         3,129   0.1%       1,952   0.1%       2,054   0.1%  
  Bad Debts                         2,894   0.1%       9,860   0.4%        (267) -0.0%  
  Cash Over/Short                   9,222   0.3%       9,416   0.3%         274   0.0%  
  Administrative Telephone          9,059   0.3%      10,460   0.4%       4,345   0.2%  
  Security Services                     0   0.0%           0   0.0%         216   0.0%  
  Comps                                 0   0.0%           0   0.0%           0   0.0%  
  Coin-op Laundry Services            645   0.0%         451   0.0%         307   0.0%  
  Dry Cleaning, Valet               6,021   0.2%       3,852   0.1%       4,036   0.2%  
  Flowers                              30   0.0%         733   0.0%       1,670   0.1%  
  Video Rentals                     1,042   0.0%         808   0.0%       1,838   0.1%  
  Vending Machine Maintenance         681   0.0%           0   0.0%          16   0.0%  
  Bank Fees                           436   0.0%         641   0.0%         593   0.0%  
  Equipment Rental                  1,870   0.1%       1,221   0.0%       1,729   0.1%  
  Licenses and Miscellaneous Taxes    526   0.0%         418   0.0%         263   0.0%  
  Vehicle Repair Maintenance        1,718   0.1%       4,075   0.1%       4,289   0.2%  
  Auto & Travel                     3,772   0.1%       2,902   0.1%       4,440   0.2%  
  Business Meals                    3,792   0.1%       3,021   0.1%       4,590   0.2%  
  Training/Seminars                   100   0.6%          60   0.0%         336   0.0%  
  Staff Travel Telephone            1,201   0.0%         952   0.0%         192   0.0%  
  Theft Loss                          200   0.0%          85   0.0%       1,500   0.1%  
  Insurance Settlement - Theft          0   0.0%           0   0.0%           0   0.0%  
  Miscellaneous - Resale/Services   8,592   0.3%       3,904   0.1%       1,400   0.1%  
  Attorney Fees                     1,584   0.1%       6,680   0.2%       1,324   0.0%  
  Professional Fees                   525   0.0%         932   0.0%       3,503   0.1%  
  Dues & Subscriptions              1,403   0.0%       1,314   0.0%       1,330   0.0%  
  Charitable Contributions              0   0.0%           0   0.0%        1154   0.0%  
  Political Contributions               0   0.0%           0   0.0%           0   0.0%  
  Restaurant Expenses                   0   0.0%           0   0.0%      12,925   0.5%  
                               -----------------  -----------------  -----------------  
    TOTAL OTHER OPERATING EXPENSE 136,578   4.5%     132,356   4.8%     118,163   4.4%  
                               -----------------  -----------------  -----------------  
      TOTAL OPERATING EXPENSE   1,005,956  32.8%     970,380  35.4%   1,000,437  37.4%  
                               -----------------  -----------------  -----------------  
      TOTAL OPERATING INCOME    2,057,758  67.2%   1,770,961  64.6%   1,676,066  62.6%  
                               -----------------  -----------------  -----------------  
OTHER EXPENSE

  Insurance                        10,603   0.3%      10,529   0.4%       9,885   0.4%  
  Insurance Claims                    618   0.0%         817   0.0%      (4,515) -0.2%  
  Property Tax                    191,193   6.2%     191,193   7.6%     190,910   7.1%  
  Office Overhead                 153,185   5.0%     137,067   5.0%     133,825   5.0%  
                               -----------------  -----------------  -----------------  
    TOTAL OTHER EXPENSE           355,599  11.6%     339,606  12.4%     330,105  12.3%  
                               -----------------  -----------------  -----------------  
      NET OPERATING INCOME     $1,702,159  55.6%  $1,431,355  52.2%  $1,345,961  50.3%  
                               =================  =================  =================  
                                                                                        
</TABLE>
<TABLE>
<CAPTION>
                                                                         For The
                                                                      12 Months Ended
                                     1994              1995              8-31-96
                                   (actual)    %      (actual)    %      (actual)    %
<S>                               <C>         <C>    <C>         <C>    <C>         <C>  
OTHER OPERATING EXPENSE
  Sales/Use/Taxes                     14,474   0.5%      10,563   0.4%       7,218   0.3%
  Credit Card Discounts               53,687   2.0%      47,786   1.8%      43,851   1.8%
  Telecheck                            2,100   0.1%       2,083   0.1%       1,831   0.1%
  Bad Debts                            4,071   0.1%       5,014   0.2%         126   0.0%
  Cash Over/Short                       (349) -0.0%      (1,188) -0.0%        (581) -0.0%
  Administrative Telephone             5,055   0.2%       9,029   0.3%       4,298   0.2%
  Security Services                        0   0.0%           0   0.0%           0   0.0%
  Comps                                    0   0.0%           0   0.0%           0   0.0%
  Coin-op Laundry Services               471   0.0%         828   0.0%         495   0.0%
  Dry Cleaning, Valet                  3,903   0.1%       5,886   0.2%       3,169   0.1%
  Flowers                              1,964   0.1%       1,547   0.1%       1,214   0.1%
  Video Rentals                        1,210   0.0%       1,245   0.0%         864   0.0%
  Vending Machine Maintenance              0   0.0%           0   0.0%           0   0.0%
  Bank Fees                              309   0.0%         754   0.0%         364   0.0%
  Equipment Rental                     1,567   0.1%       1,344   0.1%       1,240   0.1%
  Licenses and Miscellaneous Taxes        81   0.0%          85   0.0%          76   0.0%
  Vehicle Repair Maintenance           3,355   0.1%       7,466   0.3%       1,899   0.1%
  Auto & Travel                        3,785   0.1%       3,547   0.1%       2,046   0.1%
  Business Meals                       2,500   0.1%       2,144   0.1%       1,463   0.1%
  Training/Seminars                      621   0.0%         395   0.0%         155   0.0%
  Staff Travel Telephone                 200   0.0%         781   0.0%         131   0.0%
  Theft Loss                           2,500   0.1%           0   0.0%           0   0.0%
  Insurance Settlement - Theft             0   0.0%           0   0.0%           0   0.0%
  Miscellaneous - Resale/Services      1,718   0.1%       4,139   0.2%       1,642   0.1%
  Attorney Fees                        1,315   0.0%           0   0.0%           0   0.0%
  Professional Fees                      867   0.0%         630   0.0%         507   0.0%
  Dues & Subscriptions                 1,577   0.1%       1,214   0.0%         880   0.0%
  Charitable Contributions                 0   0.0%           0   0.0%           0   0.0%
  Political Contributions                  0   0.0%           0   0.0%           0   0.0%
  Restaurant Expenses                  3,551   0.1%         413   0.0%           0   0.0%
                                  -----------------  -----------------  -----------------
    TOTAL OTHER OPERATING EXPENSE    110,532   4.1%     105,705   4.1%      72,888   3.1%
                                  -----------------  -----------------  -----------------
      TOTAL OPERATING EXPENSE        996,510  36.6%   1,044,581  40.4%   1,006,044  42.3%
                                  -----------------  -----------------  -----------------
      TOTAL OPERATING INCOME       1,727,919  63.4%   1,538,851  59.6%   1,374,515  57.7%
                                  -----------------  -----------------  -----------------
OTHER EXPENSE

  Insurance                           10,304   0.4%      11,010   0.4%      10,444   0.4%
  Insurance Claims                         0   0.0%           0   0.0%           0   0.0%
  Property Tax                       185,342   6.8%     169,178   6.5%      99,178   4.2%
  Office Overhead                    136,221   5.0%     129,172   5.0%     119,028   5.0%
                                  -----------------  -----------------  -----------------
    TOTAL OTHER EXPENSE              331,867  12.2%     369,360  12.0%     228,650   9.6%
                                  -----------------  -----------------  -----------------
      NET OPERATING INCOME        $1,396,052  51.2%  $1,229,491  47.6%  $1,145,865  48.1%
                                  =================  =================  =================
                                                            Property under remodel
</TABLE>
<PAGE>

- --------------------------------------------------------------------------------
                 -----------------------------------------------
                 RECONSTRUCTED INDUSTRY STANDARDS OPERATING DATA
                 ===============================================
                        TRENDS IN THE HOTEL INDUSTRY 1996
================================================================================

<TABLE>
<CAPTION>
                                     All Limited Service       Average for            Rate Group              Geographic Division
                                                                 Top 25%               Over $50                Mountain/Pacific
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>        <C>          <C>        <C>          <C>        <C>          <C>        <C>    
REVENUES                              % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room
                                      -------  -------------  -------  -------------  -------  -------------  -------  -------------
 Rooms                                  95.5%     $13,057       95.4%     $18,002       95.5%     $16,126       95.1%     $13,000
 Telephone                               2.4%        $331        2.4%        $449        2.4%        $406        2.3%        $313
 Other Income                            2.1%        $280        2.2%        $427        2.1%        $359        2.6%        $355
- ------------------------------------------------------------------------------------------------------------------------------------
Total Revenue                          100.0%     $13,668      100.0%     $18,878      100.0%     $16,891      100.0%     $13,668
                                                                                    
EXPENSES                                                                            
Departmental Expenses                                                               
 Rooms Department                       23.2%      $3,166       20.9%      $3,950       22.0%      $3,721       23.6%      $3,227
 Telephone                               1.5%        $206        1.4%        $256        1.4%        $235        1.4%        $186
Other Departments                        0.6%         $80        0.7%        $139        0.7%        $111        0.5%         $75
                                                                                    
Undistributed Operating Expenses                                                    
 Administrative & General                9.0%      $1,225        7.8%      $1,463        8.4%      $1,422        8.5%      $1,163
 Franchise Fees                          1.9%        $256        1.4%        $265        1.7%        $292        0.9%        $122
 Marketing                               3.7%        $510        3.7%        $691        4.0%        $669        3.9%        $530
 Property Operations & Maintenance       5.6%        $759        4.5%        $858        4.9%        $835        6.2%        $843
 Energy (Utilties)                       5.0%        $681        3.9%        $744        4.4%        $751        4.6%        $633
                                                                                    
Fixed Charges                                                                       
 Management                              2.8%        $380        3.2%        $597        2.9%        $484        3.1%        $430
 Property Tax & Other Charges            4.0%        $548        4.1%        $773        4.0%        $679        3.5%        $473
 Insurance                               1.1%        $147        1.1%        $203        1.1%        $178        1.2%        $159
- ------------------------------------------------------------------------------------------------------------------------------------
Total Expenses                          58.4%      $7,958       52.7%      $9,939       55.5%      $9,377       57.4%      $7,841

Net Income Before Reserves              41.6%      $5,710       47.3%      $8,939       44.5%      $7,514       42.6%      $5,827
                                                                                    
Percentage Occupancy                    66.9%                   78.1%                   73.5%                   66.8%
Average Daily Rate                     $51.15                  $63.13                  $60.14                  $53.28
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

================================================================================

LIMITED-SERVICE HOTELS
Performance in 1995
================================================================================

Since the proliferation of all the new limited-service chains in the mid-1980s,
this hotel segment has been viewed extremely favorably. For hotel guests, new
limited-service hotels offered a guest room that was frequently superior to
existing full-service hotels at one-half to two-thirds the price. For hotel
managers, the properties were simple to operate. For the hotel ownership and
financial community, limited-service properties represented high profit margins
with a lesser degree of financial risk.

After ten years of being the darling child of the industry, however, it appears
that limited-service hotels have not only matured in the marketplace, but are
beginning to show some signs of fatigue. For the first time since 1984, the
limited-service hotel segment achieved the lowest occupancy of any property type
surveyed in Trends in the Hotel Industry.

Realistically, all this means is that the limited-service hotel segment is not
enjoying the upside of the industry resurgence to the same degree as the other
types of hotels. Limited-service properties still achieved an aggregate
occupancy just shy of 70 percent, and their average room rates rose 5.9 percent,
second highest of all segments. In addition, an average operating profit margin
of 41.8 percent still make these properties the most fiscally efficient.

                             LIMITED-SERVICE HOTELS

                                   Market Mix

    [THE FOLLOWING TABLE WAS DEPICTED AS A PIE CHART IN THE PRINTED MATERIAL]

                              ----------------------
                               Convention      0.4%

                               Conference      1.9%

                               Other           0.5%

                               Business       45.8%

                               Tourists       51.4%
                              ----------------------

However, a degree of caution needs to be raised. The vast majority of new hotel
construction (measured in number of properties) is still occurring in this
segment. In several suburban markets in the United States, we have seen
localized pockets of overdevelopment causing significant declines in market
occupancies. This should not be construed as a blanket condemnation of all
limited-service hotel development, but it should be a warning to examine the
individual merits of each proposed project. Even with low development costs and
high profit margins, automatic success is not as sure as it has been in the
past. With increasing competition, time has proven that the need to maintain a
quality facility and offer good service is crucial in determining the success of
a limited-service operation.

================================================================================


74
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                                Figure Number 14
================================================================================

<TABLE>
<CAPTION>
                                                                                         Rate Groups
                                                                              ---------------------------------
                                                        All         Average                $35.00
                                                  Limited-Service     for       Under        to          Over
                                                       Hotels       Top 25%*    $35.00     $50.00       $50.00
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                95.5%        95.4%       94.4%      95.7%        95.5%
   Telephone                                             2.4          2.4         2.6        2.4          2.4
   Other Operated Departments                            0.8          0.9         1.3        0.7          0.8
   Rentals and Other Income                              1.2          1.3         1.6        1.2          1.3
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                23.2%        20.9%       28.3%      24.3%        22.0%
   Telephone                                             1.5          1.4         2.1        1.6          1.4
   Other Operated Departments                            0.6          0.7         0.6        0.5          0.7
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           25.3%        23.0%       31.0%      26.4%        24.1%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   74.7%        77.0%       69.0%      73.6%        75.9%

Undistributed Operating Expenses:**
   Administrative and General                            9.0%         7.8%       11.2%       9.5%         8.4%
   Franchise Fees                                        1.9          1.4         1.7        2.1          1.7
   Marketing and Guest Entertainment                     3.7          3.7         4.5        3.3          4.0
   Property Operation and Maintenance                    5.6          4.5        10.3        6.0          4.9
   Energy Costs                                          5.0          3.9         7.6        5.5          4.4
   Other Unallocated Operated Departments                --           --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       25.1%        21.3%       35.3%      26.5%        23.5%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          49.6%        55.7%       33.7%      47.1 %       52.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       2.8%         3.2%        3.1%       2.6%         2.9%
   Property Taxes and Other Municipal Charges            4.0          4.1         3.5        4.0          4.0
   Insurance on Buildings and Contents                   1.1          1.1         1.2        1.1          1.1
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     7.8%         8.3%        7.8%       7.7%         7.9%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    41.8%        47.3%       25.9%      39.4%        44.5%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                13.3%        11.7%       17.5%      14.2%        12.4%
   Payroll Taxes and Employee Benefits                   3.5          3.4         4.0        3.4          3.5
                                                  -------------------------------------------------------------
     Subtotal                                           16.8%        15.1%       21.5%      17.6%        15.9%
   Laundry, Linen, and Guest Supplies                    1.6          1.2         3.3        1.8          1.3
   Commissions and Reservation Expenses                  1.6          1.6         1.0        1.4          1.7
   Complimentary Food and/or Beverage Expenses           1.7          1.6         0.6        1.8          1.7
   All Other Expenses                                    2.7          2.5         3.6        2.7          2.6
                                                  -------------------------------------------------------------
     Total Rooms Expense                                24.4%        22.0%       30.0%      25.3%        23.2%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            75.6%        78.0%       70.0%      74.7%        76.8%
                                                  =============================================================
Percentage of Occupancy                                 69.9%        78.1%       64.3%      67.3%        73.5%
Average Daily Rate per Occupied Room                   $51.15       $63.13      $31.31     $44.34       $60.14
Average Size (Rooms)                                     107          111          98        100          116
</TABLE>

================================================================================

  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              75
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995
Ratios to Total Revenues
Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                        Geographic Divisions
                                                  -------------------------------------------------------------
                                                    New England                                        Mountain
                                                        and          North      South       South         and
                                                  Middle Atlantic   Central    Atlantic    Central      Pacific
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                94.3%        95.4%       94.8%      96.9%        95.1%
   Telephone                                             3.0          2.7         2.7        2.0          2.3
   Other Operated Departments                            1.5          0.4         1.2        0.3          0.9
   Rentals and Other Income                              1.2          1.5         1.3        0.7          1.7
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                26.6%        23.1%       22.6%      22.2%        23.6%
   Telephone                                             1.7          1.5         1.7        1.4          1.4
   Other Operated Departments                            1.3          0.3         0.9        0.3          0.5
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           29.6%        24.9%       25.2%      23.8%        25.5%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   70.4%        75.1%       74.8%      76.2%        74.5%

Undistributed Operating Expenses:**
   Administrative and General                           10.2%         8.7%        9.8%       8.4%         8.5%
   Franchise Fees                                        2.9          2.8         2.6        1.2          0.9
   Marketing and Guest Entertainment                     4.5          3.9         4.3        2.8          3.9
   Property Operation and Maintenance                    5.7          5.0         5.6        5.3          6.2
   Energy Costs                                          6.0          4.7         5.4        4.7          4.6
   Other Unallocated Operated Departments                0.1          --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       29.4%        25.1%       27.9%      22.3%        24.1%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          40.9%        50.0%       46.9%      53.8 %       50.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       3.5%         4.2%        2.9%       1.4%         3.1%
   Property Taxes and Other Municipal Charges            5.5          4.7         3.6        3.9          3.5
   Insurance on Buildings and Contents                   0.7          0.7         1.1        1.3          1.2
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     9.6%         9.6%        7.6%       6.6%         7.8%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    31.3%        40.4%       39.3%      47.2%        42.6%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                15.6%        13.6%       12.9%      12.3%        13.8%
   Payroll Taxes and Employee Benefits                   4.7          2.4         3.1        3.8          3.7
                                                  -------------------------------------------------------------
     Subtotal                                           20.3%        16.0%       16.0%      16.1%        17.5%
   Laundry, Linen, and Guest Supplies                    1.6          2.0         1.7        0.9          1.9
   Commissions and Reservation Expenses                  2.1          1.8         1.8        1.0          1.6
   Complimentary Food and/or Beverage Expenses           1.3          2.0         1.7        1.8          1.4
   All Other Expenses                                    3.0          2.4         2.6        3.0          2.4
                                                  -------------------------------------------------------------
     Total Rooms Expense                                28.3%        24.2%       23.8%      22.8%        24.8%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            71.7%        75.8%       76.2%      77.2%        75.2%
                                                  =============================================================
Percentage of Occupancy                                 69.0%        71.6%       70.9%      71.0%        66.8%
Average Daily Rate per Occupied Room                   $58.94       $49.83      $48.92     $49.93       $53.28
Average Size (Rooms)                                     116           80         123        122           96
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

76
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                    Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                      Property Size Classifications
                                                  -------------------------------------
                                                       Under        75 to        Over   
                                                        75           150         150   
                                                       Rooms        Rooms       Rooms
                                                  -------------------------------------
<S>                                                    <C>          <C>         <C>    
Revenues:
   Rooms                                                96.0%        95.9%       93.9% 
   Telephone                                             2.6          2.3         2.6  
   Other Operated Departments                            0.3          0.7         1.7  
   Rentals and Other Income                              1.1          1.1         1.9  
                                                  -------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0% 

Departmental Costs and Expenses:
   Rooms                                                22.1%        23.0%       24.5% 
   Telephone                                             1.6          1.5         1.6  
   Other Operated Departments                            0.2          0.5         1.2  
                                                  -------------------------------------
     Total Costs and Expenses                           23.8%        25.0%       27.3% 
                                                  -------------------------------------
   Total Operated Departmental Income                   76.2%        75.0%       72.7% 

Undistributed Operating Expenses:**
   Administrative and General                            8.3%         9.0%        9.3% 
   Franchise Fees                                        2.6          1.7         1.9  
   Marketing and Guest Entertainment                     3.7          3.6         4.3  
   Property Operation and Maintenance                    5.5          5.5         5.7  
   Energy Costs                                          4.6          5.0         5.2  
   Other Unallocated Operated Departments                --           --          --   
                                                  -------------------------------------
     Total Undistributed Expenses                       24.7%        24.9%       26.5% 
                                                  -------------------------------------
   Income before Fixed Charges                          51.5%        50.2%       46.2% 

Management Fees, Property Taxes, and Insurance:**
   Management Fees                                       6.2%         2.2%        2.5% 
   Property Taxes and Other Municipal Charges            3.8          4.0         4.1  
   Insurance on Buildings and Contents                   0.6          1.1         1.3  
                                                  -------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                    10.6%         7.3%        8.0% 
                                                  -------------------------------------
Income before Other Fixed Charges***                    40.9%        42.9%       38.2% 
                                                  =====================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0% 
Departmental Expenses:
   Salaries and Wages including Vacation                13.0%        13.1%       14.3% 
   Payroll Taxes and Employee Benefits                   2.1          3.5         4.3  
                                                  -------------------------------------
     Subtotal                                           15.1%        16.6%       18.6% 
   Laundry, Linen, and Guest Supplies                    2.6          1.4         1.5  
   Commissions and Reservation Expenses                  1.6          1.5         1.8  
   Complimentary Food and/or Beverage Expenses           1.6          1.8         1.1  
   All Other Expenses                                    2.1          2.7         3.1  
                                                  -------------------------------------
     Total Rooms Expense                                23.0%        24.0%       26.1% 
                                                  -------------------------------------
   Rooms Departmental Income                            77.0%        76.0%       73.9% 
                                                  =====================================
Percentage of Occupancy                                 69.0%        70.2%       69.9% 
Average Daily Rate per Occupied Room                   $47.93       $50.46      $56.90 
Average Size (Rooms)                                      54          118         186  
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              77
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15
================================================================================

<TABLE>
<CAPTION>
                                                    All Limited-Service              Average for
                                                           Hotels                      Top 25%*
                                                  -------------------------   ----------------------
                                                                  Compared                 Compared
                                                       1995       with 1994      1995      with 1994
                                                  --------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>    
Revenues:                                                                                           
   Rooms                                            $ 13,057          6.7%   $ 18,002          7.3% 
   Telephone                                             331          4.0         449          4.1  
   Other Operated Departments                            110          9.6         178        (12.0) 
   Rentals and Other Income                              170         17.4         249         30.1  
                                                  --------------------------------------------------
     Total Revenues                                 $ 13,669          6.8%   $ 18,878          7.2% 
                                                                                                    
Departmental Costs and Expenses:                                                                    
   Rooms                                            $  3,166          4.5%   $  3,950          3.4% 
   Telephone                                             206          7.3         256          9.0  
   Other Operated Departments                             80         34.5         139         27.9  
                                                  --------------------------------------------------
     Total Costs and Expenses                       $  3,452          5.2%   $  4,345          4.4% 
                                                  --------------------------------------------------
   Total Operated Departmental Income               $ 10,216          7.3%   $ 14,532          8.1% 
                                                                                                    
Undistributed Operating Expenses:**                                                                 
   Administrative and General                       $  1,225          8.4%   $  1,463          8.7% 
   Franchise Fees                                        256         10.7         265         (4.6) 
   Marketing and Guest Entertainment                     510          5.3         691          8.1  
   Property Operation and Maintenance                    759          5.8         858          3.4  
   Energy Costs                                          681         (3.2)        744         (3.5) 
   Other Unallocated Operated Departments                  3          N/C         --           --   
                                                  --------------------------------------------------
     Total Undistributed Expenses                   $  3,435          5.1%   $  4,021          4.1% 
                                                  --------------------------------------------------
   Income before Fixed Charges                      $  6,782          8.4%   $ 10,511          9.8% 
                                                                                                    
Management Fees, Property Taxes, and Insurance:**                                                   
   Management Fees                                  $    380        (24.0)%  $    597        (22.6)%
   Property Taxes and Other Municipal Charges            545          2.8         773          4.5  
   Insurance on Buildings and Contents                   147         (3.2)        203          6.6  
                                                  --------------------------------------------------
     Total Management Fees, Property Taxes,                                                         
       and Insurance                                $  1,072         (9.3)%  $  1,573         (7.5)%
                                                  --------------------------------------------------
Income before Other Fixed Charges***                $  5,710         12.5%   $  8,938         13.5% 
                                                  ==================================================
                                                                                                    
Rooms Department:                                                                                   
   Rooms Net Revenue                                $ 13,057          6.7%   $ 18,002          7.3% 
                                                                              
Departmental Expenses:                                                                              
   Salaries and Wages including Vacation            $  1,735          2.5%   $  2,107          1.5% 
   Payroll Taxes and Employee Benefits                   456         (2.2)        606         (1.1) 
                                                  --------------------------------------------------
     Subtotal                                       $  2,191          1.5%   $  2,713          0.9% 
   Laundry, Linen, and Guest Supplies                    203        (13.3)        211        (20.1) 
   Commissions and Reservation Expenses                  203          8.3         289          0.8  
   Complimentary Food and/or Beverage Expenses           219         12.7         287          6.7  
   All Other Expenses                                    350         38.1         450         45.0  
                                                  --------------------------------------------------
     Total Rooms Expense                            $  3,166          4.5%   $  3,950          3.4% 
                                                  --------------------------------------------------
   Rooms Departmental Income                        $  9,891          7.4%   $ 14,052          8.4% 
                                                  ==================================================
Percentage of Occupancy                                 69.9%         0.8%       78.1%         0.8% 
Average Daily Rate per Occupied Room                $   51.15         5.9%   $   63.13         6.4% 
Average Size (Rooms)                                     107         (0.2)%       111          0.1% 
</TABLE>

================================================================================

N/C - Data not comparable.
  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

78
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                                               Rate Groups
                                                  ---------------------------------------------------------------------------
                                                        Under $35.00           $35.00 to $50.00             Over $50.00
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>        <C>           <C>    
Revenues:                                                                                                                    
1  Rooms                                            $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
2  Telephone                                             206         (2.2)        277          3.3         406          5.0  
3  Other Operated Departments                            105          N/C          79         43.1         142         (7.0) 
4  Rentals and Other Income                              123        (10.8)        132         11.1         217         25.1  
                                                  ---------------------------------------------------------------------------
5    Total Revenues                                 $  7,788          3.8%   $ 11,384          7.0%   $ 16,891          6.8% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
6  Rooms                                            $  2,202          8.5%   $  2,766          5.0%   $  3,721          3.8% 
7  Telephone                                             166         (1.2)        184          6.6         235          8.8  
8  Other Operated Departments                             46         (1.2)         55          N/C         111         30.2  
                                                  ---------------------------------------------------------------------------
9    Total Costs and Expenses                       $  2,414          7.5%   $  3,005          5.7%   $  4,067          4.7% 
                                                  ---------------------------------------------------------------------------
10 Total Operated Departmental Income               $  5,374          2.2%   $  8,379          7.4%   $ 12,824          7.5% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
11 Administrative and General                       $    875          7.9%   $  1,084          7.5%   $  1,422          9.2% 
12 Franchise Fees                                        130          3.7         240         19.9         292          4.2 
13 Marketing and Guest Entertainment                     351         (0.3)        379          5.4         669          5.6  
14 Property Operation and Maintenance                    802         18.1         680          6.1         835          4.1  
15 Energy Costs                                          589         (9.3)        626         (3.7)        751         (2.1) 
16 Other Unallocated Operated Departments                 --          --            3          N/C           4          N/C  
                                                  ---------------------------------------------------------------------------
17   Total Undistributed Expenses                   $  2,748          5.0%   $  3,013          5.3%   $  3,972          4.9% 
                                                  ---------------------------------------------------------------------------
18 Income before Fixed Charges                      $  2,626         (0.6)%  $  5,366          8.7%   $  8,851          8.6% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
19 Management Fees                                  $    244          2.2%   $    300        (25.6)%  $    484        (24.4)%
20 Property Taxes and Other Municipal Charges            275        (10.2)        457          3.5         675          3.2  
21 Insurance on Buildings and Contents                    90        (21.9)        124         (6.4)        178          1.0  
                                                  ---------------------------------------------------------------------------
22   Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $    609         (7.7)%  $    881         (9.8)%  $  1,337         (9.1)%
                                                  ---------------------------------------------------------------------------
23 Income before Other Fixed Charges***             $  2,017          1.7%   $  4,485         13.3%   $  7,514         12.5% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
24 Rooms Net Revenue                                $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
                                                                                                                             
Departmental Expenses:                                                                                                       
25 Salaries and Wages including Vacation            $  1,285          4.9%   $  1,548          2.8%   $  1,995          2.0% 
26 Payroll Taxes and Employee Benefits                   296          6.6         369         (4.9)        568         (0.9) 
                                                  ---------------------------------------------------------------------------
27   Subtotal                                       $  1,581          5.3%   $  1,917          1.2%   $  2,563          1.4% 
28 Laundry, Linen, and Guest Supplies                    241         17.1         197         (7.9)        204        (21.5) 
29 Commissions and Reservation Expenses                   74         12.5         158         13.5         269          5.2  
30 Complimentary Food and/or Beverage Expenses            45         22.6         196         18.5         267          8.3  
31 All Other Expenses                                    261         18.8         298         35.3         417         42.2  
                                                  ---------------------------------------------------------------------------
32   Total Rooms Expense                            $  2,202          8.5%   $  2,766          5.1%   $  3,720          3.8% 
                                                  ---------------------------------------------------------------------------
33 Rooms Departmental Income                        $  5,151          1.6%   $  8,129          7.5%   $ 12,406          7.7% 
                                                  ===========================================================================
34 Percentage of Occupancy                              64.3%         2.2%       67.3%         1.1%       73.5%         0.3% 
35 Average Daily Rate per Occupied Room             $   31.31         1.3%   $   44.34         5.7%   $   60.14         6.4% 
36 Average Size (Rooms)                                   98         (0.6)%       100         (0.2)%       116         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              79
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                         Geographic Divisions
   -----------------------------------------------------------------------------------------------------------------------------
         New England                   North                    South                    South                  Mountain
     and Middle Atlantic              Central                  Atlantic                 Central                and Pacific    
   -------------------------  -----------------------  -----------------------  -----------------------  -----------------------
                   Compared                 Compared                 Compared                 Compared                 Compared 
        1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994
   -----------------------------------------------------------------------------------------------------------------------------
<S>  <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>    
                                                                                                                                
1    $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
2         465          0.1         369          8.1         355         13.6         270         (1.9)        313          0.1  
3         240         34.0          58         36.6         166         33.3          46         (0.2)        122        (21.2) 
4         191         16.7         200         20.3         178         15.9          95          5.0         233         24.8  
   -----------------------------------------------------------------------------------------------------------------------------
5    $ 15,747          6.6%   $ 13,645          6.9%   $ 13,350         11.5%   $ 13,354          4.0%   $ 13,668          5.8% 
                                                                                                                                
                                                                                                                                
6    $  4,191          5.1%   $  3,148          4.8%   $  3,019          6.8%   $  2,958          3.1%   $  3,227          3.8% 
7         264         (5.3)        204          1.6         230          8.2         188         15.3         186          8.2  
8         209         46.4          42          N/C         118         33.4          38          N/C          75          9.6  
   -----------------------------------------------------------------------------------------------------------------------------
9    $  4,664          5.8%   $  3,394          5.1%   $  3,367          7.6%   $  3,185          4.1%   $  3,488          4.2% 
   -----------------------------------------------------------------------------------------------------------------------------
10   $ 11,083          6.9%   $ 10,252          7.5%   $  9,984         12.9%   $ 10,169          4.0%   $ 10,180          6.3% 
                                                                                                                                
                                                                                                                                
11   $  1,611          8.0%   $  1,187          5.6%   $  1,311         10.7%   $  1,118         10.4%   $  1,163          5.8% 
12        463          4.3         384          6.8         353         12.8         160         10.7         122         24.0  
13        715        (13.0)        537         10.0         575          4.2         372         13.8         530          7.3  
14        894          3.6         679         (0.3)        754          8.2         702          2.7         843         11.7  
15        945         (0.2)        645         (1.9)        725          1.2         627         (3.5)        633         (9.7) 
16          8        (40.1)        --           --            6          --            4          --          --           --   
   -----------------------------------------------------------------------------------------------------------------------------
17   $  4,636          1.2%   $  3,432          3.7%   $  3,724          7.6%   $  2,983          5.9%   $  3,290          4.6% 
   -----------------------------------------------------------------------------------------------------------------------------
18   $  6,447         11.5%   $  6,820          9.6%   $  6,260         16.4%   $  7,186          3.2%   $  6,889          7.1% 
                                                                                                                                
                                                                                                                                
19   $    544         15.2%   $    569         (3.5)%  $    387         (8.4)%  $    192          N/C    $    430        (20.4)%
20        863         15.3         640          2.6         476          0.3         518          0.3%        473          2.1  
21        107        (39.2)         98        (13.6)        146         (6.4)        174         22.2         159         (9.4) 
   -----------------------------------------------------------------------------------------------------------------------------
22   $  1,514          8.4%   $  1,307         (1.5)%  $  1,009         (4.1)%  $    884        (23.3)%  $  1,062         (9.9)%
   -----------------------------------------------------------------------------------------------------------------------------
23   $  4,933         12.4%   $  5,513         12.6%   $  5,251         21.3%   $  6,302          8.4%   $  5,828         11.0% 
   =============================================================================================================================
                                                                                                                                
                                                                                                                                
24   $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
                                                                                                                                
                                                                                                                                
25   $  2,317          2.8%   $  1,770          5.8%   $  1,637          3.0%   $  1,590          0.6%   $  1,790          2.1% 
26        693          6.8         317        (12.3)        397          1.6         488         (3.2)        480         (3.0) 
   -----------------------------------------------------------------------------------------------------------------------------
27   $  3,010          3.7%   $  2,087          2.6%   $  2,034          2.7%   $  2,078         (0.4)%  $  2,270          1.0% 
28        237         (8.1)        260          2.9         215        (12.2)        120        (38.7)        247         (2.0) 
29        306         (4.2)        234          1.0         224         15.9         136          8.3         211         14.2  
30        199         48.4         260          8.6         211         24.8         234          4.2         187          8.5  
31        440         18.1         307         25.7         334         39.6         389          N/C         311         24.3  
   -----------------------------------------------------------------------------------------------------------------------------
32   $  4,192          5.1%   $  3,148          4.8%   $  3,018          6.8%   $  2,957          3.0%   $  3,226          3.8% 
   -----------------------------------------------------------------------------------------------------------------------------
33   $ 10,659          6.8%   $  9,870          7.2%   $  9,633         12.6%   $  9,986          4.5%   $  9,774          6.7% 
   =============================================================================================================================
27       69.0%         1.3%       71.6%         0.2%       70.9%         3.7%       71.0%        (1.2)%      66.8%         0.6% 
28   $   58.94         5.0%   $   49.83         6.4%   $   48.92         7.2%   $   49.93         5.4%   $   53.28         5.3% 
29        116         (1.0)%        80          --          123         (0.2)%       122         (0.3)%        96         (0.1)%
</TABLE>

================================================================================

                                                                     (Continued)

80
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                         Property Size Classifications
                                                  ---------------------------------------------------------------------------
                                                             Under                  75 to 150                   Over
                                                           75 Rooms                   Rooms                  150 Rooms
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                 <C>             <C>      <C>             <C>      <C>            <C>    
Revenues:                                                                                                                    
   Rooms                                            $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
   Telephone                                             330         10.5         316          3.2         399          2.6  
   Other Operated Departments                             38         (7.5)         89          2.7         259         24.9  
   Rentals and Other Income                              137         42.5         150         19.3         286          5.8  
                                                  ---------------------------------------------------------------------------
     Total Revenues                                 $ 12,577          5.5%   $ 13,486          6.9%   $ 15,394          7.3% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
   Rooms                                            $  2,779          2.7%   $  3,103          5.1%   $  3,770          3.9% 
   Telephone                                             195         (0.2)        199          9.3         246          6.0  
   Other Operated Departments                             25         28.6          65          N/C         191         16.2  
                                                  ---------------------------------------------------------------------------
     Total Costs and Expenses                       $  2,999          2.7%   $  3,368          5.9%   $  4,206          4.6% 
                                                  ---------------------------------------------------------------------------
   Total Operated Departmental Income               $  9,578          6.4%   $ 10,118          7.2%   $ 11,187          8.4% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
   Administrative and General                       $  1,038          6.4%   $  1,213          8.8%   $  1,437          8.3% 
   Franchise Fees                                        332         10.1         232         14.5         297         (0.2)
   Marketing and Guest Entertainment                     465         (0.7)        485          7.8         656          1.6  
   Property Operation and Maintenance                    692          7.3         745          5.6         878          5.5  
   Energy Costs                                          576        (10.7)        673         (2.9)        803          0.8  
   Other Unallocated Operated Departments                 --          N/C           4          N/C           4          --   
                                                  ---------------------------------------------------------------------------
     Total Undistributed Expenses                   $  3,102          2.2%   $  3,352          5.8%   $  4,075          4.5% 
                                                  ---------------------------------------------------------------------------
   Income before Fixed Charges                      $  6,476          8.5%   $  6,766          7.8%   $  7,112         10.7% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
   Management Fees                                  $    775          6.5%   $    299        (33.3)%  $    388        (26.8)%
   Property Taxes and Other Municipal Charges            473          0.1         539          3.0         634          4.0  
   Insurance on Buildings and Contents                    81        (40.5)        146         (1.2)        206         14.1  
                                                  ---------------------------------------------------------------------------
     Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $  1,330         (0.6)%  $    984        (12.1)%  $  1,228         (7.0)%
                                                  ---------------------------------------------------------------------------
   Income before Other Fixed Charges***             $  5,146         11.1%   $  5,782         12.2%   $  5,884         15.3% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
   Rooms Net Revenue                                $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
                                                                                                                             
Departmental Expenses:                                                                                                       
   Salaries and Wages including Vacation            $  1,572          3.0%   $  1,691          2.7%   $  2,066          1.6% 
   Payroll Taxes and Employee Benefits                   254        (14.3)        458         (2.3)        618          3.4  
                                                  ---------------------------------------------------------------------------
     Subtotal $                                     $  1,826          0.2%   $  2,149          1.5%   $  2,684          2.0% 
   Laundry, Linen, and Guest Supplies                    320         21.1         176        (20.7)        217        (16.4) 
   Commissions and Reservation Expenses                  192         12.2         191         10.9         264         (1.1) 
   Complimentary Food and/or Beverage Expenses           194          9.9         237         13.6         163          9.8  
   All Other Expenses                                    247         (8.8)        349         49.1         442         37.8  
                                                  ---------------------------------------------------------------------------
     Total Rooms Expense                            $  2,779          2.7%   $  3,102          5.0%   $  3,770          3.9% 
                                                  ---------------------------------------------------------------------------
   Rooms Departmental Income                        $  9,293          5.8%   $  9,829          7.4%   $ 10,680          8.4% 
                                                  ===========================================================================
   Percentage of Occupancy                              69.0%         0.1%       70.2%         0.7%       69.6%         1.8% 
   Average Daily Rate per Occupied Room             $   47.93         5.0%   $   50.46         6.2%   $   56.90         5.3% 
   Average Size (Rooms)                                   54         (0.1)%       118         (0.2)%       186         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              81
<PAGE>

                              SMITH TRAVEL RESEARCH
                     HOTEL OPERATING STATISTICS 1996 REPORT
================================================================================

LIMITED-SERVICE HIGHLIGHTS

o     Limited-service hotels showed strong profitability improvement from 14.6
      percent of total revenue in 1994 to 23.0 percent in 1995.

o     Sample Characteristics:

        -   Sample comprised of 1,410 limited-service hotels.

        -   Occupancy was slightly lower at 72.7 percent...highest occupancies
            were in Southeast states.

        -   Room Rates increased 1.4 percent to $55.18...highest ADR's were in
            Middle Atlantic (New York) and Pacific (Hawaii) regions.

        -   RevPAR improved to $40.12.

o     Gross operating profit (GOP) (before management fees) improved from 45.2
      percent in 1994 to 46.6 percent in 1995...GOP was above 44 percent across
      all census regions except New England.

o     Higher priced properties generally reported higher GOP and pre-tax income.

o     Total fixed charges (including property taxes and insurance) decreased
      12.5 percent from $3,530 per available room in 1994 to $3,087 in
      1995...fixed charges were highest in Mountain and Pacific regions.

o     Payroll and related expenses, as a ratio to sales, were higher for West
      South Central and Pacific region properties...highest labor expense per
      available room was in Pacific region (Hawaii).

o     Expressed as an amount per available room, limited-service profits
      improved over 12 percent from $3,091 per room in 1994 to $3,474 in 1995
      due to GOP enhancements and reduced fixed charges.

o     Properties in the Central regions reported the highest pre-tax income
      ranging from 22.8 percent to 29.4 of total revenue, while properties in
      New England reported the lowest pre-tax income at 13.0 percent of total
      revenue.

o     Chain-Affiliated properties, with pre-tax income of 23.8 percent, were
      more profitable than the reporting Independent properties at 10.4 percent.


24
<PAGE>

Limited-Service Hotels--Statements of Operating Income & Expenses - 1995

<TABLE>
<CAPTION>
- --------------------------------     -----------------------------------------------------------------------------------------------
                                                                             Geographic Region
- --------------------------------     -----------------------------------------------------------------------------------------------
Ratios to Sales                          New     Middle     South   East North  East South  West North  West South
                                       England  Atlantic  Atlantic    Central     Central     Central     Central  Mountain  Pacific
<S>                                    <C>       <C>       <C>        <C>         <C>          <C>        <C>        <C>      <C>   
Occupancy                               66.1%     70.8%     75.0%      73.4%       74.7%        72.4%      72.3%      73.3%    68.7%
Average Size of Property (Rooms)         105       112       125        114         114          123        127        124      133
Average Rate                           $52.95    $60.23    $52.66     $53.88      $51.96       $54.46     $53.65     $58.05   $62.93

REVENUE
  Rooms                                 95.1%     95.7%     95.7%      95.9%       96.1%        95.7%      95.3%      95.1%    94.2%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Other Food & Beverage                   .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                              2.3       2.3       2.2        2.2         1.8          2.0        1.1        1.6      2.5
  Minor Operated Departments              .6       1.1        .9        1.2          .8          1.1         .5        1.0      1.3
  Rentals & Other Income                 2.0        .9       1.3         .7         1.3          1.3        3.1        2.2      2.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Revenue                        100.0%    100.0%    100.0%     100.0%      100.0%       100.0%     100.0%     100.0%   100.0%

DEPARTMENTAL EXPENSES
  Rooms                                 25.0%     24.9%     25.5%      23.6%       25.7%        27.1%      28.5%      27.2%    28.3%
  Food & Beverage                         .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                             79.4      72.5      96.4       72.7        97.1         86.5       72.2       68.5     59.4
  Other Departmental Expenses             .9        .6        .5         .5          .7           .5         .6         .8      1.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Expenses           26.5%     26.1%     27.0%      24.7%       27.1%        28.1%      28.6%      27.8%    29.2%
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Profit             73.5%     73.9%     73.0%      75.3%       72.9%        71.9%      71.4%      72.2%    70.8%

UNDISTRIBUTED OPERATING EXPENSES
  Administrative & General              12.1%     10.9%     10.0%       9.7%        9.2%         9.4%       8.3%       8.6%     9.4%
  Marketing                              3.7       3.8       4.7        4.6         4.4          5.0        3.5        4.2      4.9
  Franchise Fee                          2.8       2.5       2.0        2.0         2.1          2.0         .9        2.0      1.7
  Energy                                 7.0       6.4       5.7        5.0         4.9          4.6        4.7        4.7      5.0
  Property Operation & Maintenance       5.8       5.2       5.7        5.6         4.8          5.4        3.8        4.6      5.2
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Undistributed Operating
   Expenses                             31.3%     28.8%     28.1%      26.8%       25.5%        26.4%      21.2%      24.0%    26.0%

  GROSS OPERATING PROFIT                42.2%     45.1%     44.9%      48.5%       47.4%        45.5%      50.2%      48.2%    44.8%

  Management Fees                        2.3%      2.4%      3.2%       2.7%        3.2%         2.5%       3.9%       3.0%     2.8%
- ------------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE FIXED CHARGES*            39.9%     42.7%     41.7%      45.8%       44.2%        43.0%      46.3%      45.2%    42.0%
  Property Taxes                         4.5%      5.2%      3.1%       4.3%        2.6%         4.4%       3.8%       3.4%     3.2%
  Insurance                               .9        .9       1.0         .9         1.0          1.0        1.1        1.0      1.4
  Reserve For Replacement                 .3       1.1       1.1         .1          .2           .3         .1         .5       .6
- ------------------------------------------------------------------------------------------------------------------------------------
AMOUNT AVAILABLE FOR DEBT SERVICE
& OTHER FIXED CHARGES                   34.2%     35.5%     36.5%      40.5%       40.4%        37.3%      41.3%      40.3%    36.8%

Total Fixed Charges* (Including
  Property Taxes & Insurance)           26.9%     25.5%     19.3%      19.5%       14.8%        20.2%      18.0%      23.5%    24.9%
- ------------------------------------------------------------------------------------------------------------------------------------
Pre-Tax Income (Loss)                   13.0%     17.2%     22.4%      26.3%       29.4%        22.8%      28.3%      21.7%    17.1%
====================================================================================================================================
PAYROLL & RELATED EXPENSES
  Rooms                                 17.7%     18.2%     16.9%      15.7%       16.1%        17.7%      19.8%      17.0%    18.7%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                               .0       1.3        .7         .2          .0           .0         .0         .6       .6
  Other Operated Departments              .2        .3        .1         .1          .1           .2         .1         .2       .2
  Administrative & General               4.3       4.3       4.5        4.2         4.0          4.1        4.0        4.4      5.0
  Marketing                              1.7       1.3       1.7        1.6         1.2          1.8        1.9        1.6      1.8
  Property Operations & Maintenance      2.6       2.1       2.5        2.4         2.3          2.3        2.6        2.4      2.6
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Payroll & Related Expenses      25.6%     25.5%     25.0%      23.4%       23.1%        25.3%      27.5%      24.8%    27.2%
</TABLE>

* Total Fixed Charges does not include deductions for Replacements; but does
  include Depreciation and Amortization, Interest, Rent and Equipment Leases.

Expense ratios to sales for departmental expenses are based on their respective
departmental revenues. All other expenses are based on total revenue. Totals may
not add due to rounding.


26
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------   --------------------------------------  ---------------------------
                 Location                                     Price Category                        Size
- ----------------------------------------------   --------------------------------------  ---------------------------
                                                                                         Under 75  75-125   Over 125
 Urban   Suburban   Airport   Highway   Resort   Upscale   Mid-Price   Economy   Budget    Rooms    Rooms     Rooms
<S>       <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>      <C>      <C>       <C>   
 73.2%     73.6%     74.4%     71.3%     70.8%     76.5%     72.4%      71.9%     69.1%    68.4%    73.1%     73.4%
  150       125       134       109       172       133       123        115       109       57      108       159
$70.88    $58.55    $53.02    $49.40    $61.51    $74.44    $54.25     $47.67    $39.99   $52.05   $51.89    $61.05

 94.2%     95.3%     95.3%     96.1%     92.9%     95.1%     95.0%      96.0%     96.3%    96.2%    95.8%     94.8%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.1       2.3       1.8       1.7       2.0       2.5       1.7        1.8       2.1      2.2      1.9       2.1
  1.4       1.2        .7        .6       1.3       1.6       1.0         .6        .5       .6       .8       1.2
  2.2       1.3       2.2       1.6       3.8        .8       2.3        1.6       1.1       .9      1.4       1.9
- --------------------------------------------------------------------------------------------------------------------
100.0%    100.0%    100.0%    100.0%    100.0%    100.0%    100.0%     100.0%    100.0%   100.0%   100.0%    100.0%

 27.3%     25.4%     28.5%     25.9%     28.8%     23.5%     26.9%      26.6%     26.9%    26.2%    25.5%      6.7%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
132.0      68.3      74.3      88.3      86.4      73.8      68.4       91.2      92.9     83.1     83.0      75.2
  1.0        .8        .5        .4       1.4       1.0        .8         .5        .3       .4       .5        .9
- --------------------------------------------------------------------------------------------------------------------
 29.5%     26.6%     29.0%     26.8%     29.9%     25.2%     27.5%      27.7%     28.2%    27.5%    26.5%     27.8%
- --------------------------------------------------------------------------------------------------------------------
 70.5%     73.4%     71.0%     73.2%     70.1%     74.8%     72.5%      72.3%     71.8%    72.5%    73.5%     72.2%

  9.4%      9.6%      9.4%      9.7%     10.6%      9.2%      9.1%       9.8%     10.9%    13.1%     9.3%      9.1%
  4.7       4.9       4.1       3.8       6.3       5.7       4.2        3.8       3.6      3.7      4.4       4.6
  1.5       2.2       1.7       1.6       1.4       2.1       2.2        1.2       1.9      3.5      1.7       1.7
  4.9       5.2       5.0       5.5       5.3       4.5       4.8        5.4       7.2      6.3      5.2       5.1
  5.2       5.0       4.3       5.6       5.1       4.6       4.2        5.5       7.4      5.2      5.5       4.7
- --------------------------------------------------------------------------------------------------------------------
 25.8%     26.8%     24.5%     26.2%     28.7%     26.1%     24.5%      25.8%     30.9%    31.8%    26.1%     25.2%

 44.7%     46.6%     46.5%     47.0%     41.4%     48.7%     48.0%       6.5%      0.9%    40.7%    47.4%     47.0%

  3.3%      3.2%      3.4%      2.7%      3.2%      2.8%      3.8%       2.6%      2.2%     3.4%     2.6%     $3.5%
- --------------------------------------------------------------------------------------------------------------------
 41.4%     43.4%     43.1%     44.3%     38.2%     45.9%     44.2%      43.9%     38.7%    37.3%    44.8%     43.5%

  3.9%      3.7%      4.1%      3.6%      2.1%      3.4%      3.4%       3.9%      4.2%     3.7%     3.6%      3.9%
  1.1       1.0       1.0       1.1       1.2       1.0       1.1        1.0       1.1      1.5      1.0       1.0
   .7        .5        .2        .6        .6        .2        .0         .5       1.2      1.5       .5        .4
- --------------------------------------------------------------------------------------------------------------------
 35.7%     38.2%     37.8%     39.0%     34.3%     41.3%     39.3%      38.5%     32.2%    30.6%    39.7%     38.2%

 17.6%     22.3%     18.2%     19.8%     20.6%     18.4%     21.7%      19.7%     22.0%    33.3%    18.2%     20.4%
- --------------------------------------------------------------------------------------------------------------------
 23.8%     21.1%     24.9%     24.5%     17.6%     27.5%     22.5%      24.2%     16.7%     4.0%    26.6%     23.1%
====================================================================================================================

 17.9%     15.7%     19.7%     18.7%     19.7%     11.9%     18.1%      19.7%     20.8%    18.3%    17.4%     17.2%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.8        .1        .3        .4       5.6        .3        .4        1.2        .0       .0       .3        .9
   .3        .1        .0        .2        .4        .1        .1         .4        .7       .1       .1        .2
  4.0       4.2       4.1       4.6       5.2       3.8       4.0        4.8       4.8      4.9      4.3       4.2
  1.9       1.5       1.9       1.6       3.0       1.5       1.2        2.2       1.7       .3      1.7       2.0
  2.5       2.3       2.4       2.5       2.6       2.1       2.2        2.5       2.8      2.0      2.4       2.5
- --------------------------------------------------------------------------------------------------------------------
 25.6%     23.1%     27.2%     26.9%     29.6%     18.8%     24.7%      28.8%     30.0%    24.9%    25.2%     25.2%
</TABLE>


                                                                              27
<PAGE>

                                                                      ----------
                                                                       SPECIAL
                                                                      SUPPLEMENT
                                                                      ----------

================================================================================
TRENDS IN THE HOTEL INDUSTRY
United States Cities 1995 and 1996 Projections
================================================================================

<TABLE>
<CAPTION>
                                         Occupancy                    Average Daily Rate
                                ---------------------------------------------------------------
                                 1994     1995        1996       1994       1995        1996
                                Actual  Estimated   Projected   Actual    Estimated   Projected
                                ---------------------------------------------------------------
<S>                              <C>       <C>         <C>      <C>        <C>         <C>   
South Central Cities
   Austin, TX                    74.4%     76.0%       75.0%    $63.13     $65.50      $68.00
   Baton Rouge, LA               66.4      67.0        67.0      49.78      51.75       54.00
   Birmingham, AL                68.4      68.6        69.0      57.00      59.75       60.75
   Corpus Christi, TX            63.7      67.0        66.0      53.45      55.00       57.00
   Dallas/Fort Worth, TX         68.5      70.0        70.0      72.31      76.00       79.00
   El Paso, TX                   72.8      72.5        73.0      43.76      44.50       46.00
   Houston, TX                   64.3      64.0        65.0      67.32      71.00       74.00
   Jackson, MS                   65.6      65.0        67.0      48.90      49.20       51.00
   Knoxville, TN                 63.4      64.7        65.7      55.38      56.49       57.25
   Little Rock, AR               64.4      61.0        61.5      45.32      48.25       49.00
   Memphis, TN                   70.8      71.0        73.0      63.05      65.95       66.75
   Nashville, TN                 78.0      82.8        84.0      93.32      97.62       99.00
   New Orleans, LA               73.4      73.5        75.0      89.61      92.75       95.00
   Oklahoma City, OK             62.0      66.3        67.5      46.47      49.21       51.00
   San Antonio, TX               71.5      71.0        72.0      69.79      71.75       74.00
   Tulsa, OK                     58.8      59.2        61.0      56.79      58.54       59.00
                               -----------------       ---------------     ------------------
             Subtotal            68.6%     69.3%       70.0%    $69.56     $72.66      $75.28

Mountain and Pacific Cities

   Albuquerque, NM               73.4%     71.3%       73.0%    $63.28     $67.24      $68.00
   Billings, MT                  60.2      60.4        62.0      48.58      49.35       52.00
   Boise, ID                     75.5      75.0        75.0      58.00      62.00       64.00
   Colorado Springs, CO          69.3      69.7        71.2      59.31      62.33       63.75
   Denver, CO                    72.0      74.0        75.0      64.42      69.72       71.00
   Great Falls, MT               60.0      65.2        66.0      48.29      48.02       50.00
   Honolulu, HI                  81.1      80.2        80.5      98.82     105.00      110.00
   Los Angeles, CA               66.3      67.0        68.0      83.05      85.00       88.00
   Orange County, CA             65.5      69.0        70.0      76.50      77.34       80.24
   Phoenix, AZ                   71.4      72.9        73.0      90.13      99.34      100.00
   Portland, OR                  75.0      77.0        75.0      85.00      89.00       92.00
   Sacramento, CA                71.3      70.9        72.0      70.09      74.88       77.00
   Salt Lake City, UT            79.7      78.9        80.0      58.44      62.28       64.75
   San Diego County, CA          67.1      70.0        71.0      77.71      81.00       84.00
   San Francisco, CA             70.1      73.8        75.7     105.92     108.68      112.50
   Santa Fe, NM                  71.2      70.5        71.5     109.21     108.45      109.75
   Scottsdale, AZ                70.9      72.8        73.0     112.76     121.21      123.50
   Seattle, WA                   75.5      77.0        78.0     100.00     104.00      107.00
   Tucson, AZ                    69.2      71.6        72.0      74.25      78.68       79.00

             Subtotal            71.2%     72.5%       73.2%    $84.25     $88.41      $91.19
                               -----------------       ---------------     ------------------
             Total Cities        70.1%     71.3%       72.1%    $83.65     $87.51      $90.64
                               -----------------       ---------------     ------------------
             National Average*   68.9%     70.2%       71.2%    $81.68     $85.24      $88.10
</TABLE>

================================================================================

* Average property size: 210 rooms.


                                                                              15
<PAGE>

                                 Idaho Southeast

                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                  OCCUPANCY             ROOM RATE              ROOM SUPPLY            ROOM DEMAND           ROOM REVENUE
                  -------------------   -------------------    --------------------   -------------------   -----------------------
                  CURRENT PRIOR  %      CURRENT PRIOR  %       CURRENT  PRIOR  %      CURRENT PRIOR  %      CURRENT   PRIOR    %
YEAR MONTH        YEAR    YEAR   CHNG   YEAR    YEAR   CHNG    YEAR     YEAR   CHNG   YEAR    YEAR   CHNG   YEAR      YEAR     CHNG
- ---- -----        ----    ----   ----   ----    ----   ----    ----     ----   ----   ----    ----   ----   ----      ----     ----
<C>               <C>     <C>    <C>    <C>     <C>    <C>     <C>      <C>     <C>   <C>     <C>    <C>    <C>       <C>      <C> 
1990 January      45.7    43.9    4.1   31.61   30.27   4.4    95790    93868   2.0   43734   41214   6.1   1382546   1247713  10.8
1990 February     49.6    47.8    3.8   30.97   30.91    .2    86520    84784   2.0   42888   40502   5.9   1328157   1251900   6.1
1990 March        62.4    53.3   17.1   31.64   30.89   2.4    95790    93868   2.0   59779   50076  19.4   1891443   1546672  22.3
1990 April        57.8    55.2    4.7   31.38   30.64   2.4    92700    90840   2.0   53552   50173   6.7   1680346   1537387   9.3
1990 May          56.5    57.2   -1.2   30.82   30.94   -.4    95790    93868   2.0   54082   53668    .8   1666859   1660316    .4
1990 June         74.8    72.0    3.9   33.33   32.16   3.6    92700    90840   2.0   69362   65392   6.1   2311813   2102805   9.9
1990 July         87.4    78.7   11.1   37.85   32.50  16.5    95790    93868   2.0   83753   73854  13.4   3170424   2400582  32.1
1990 August       88.9    83.1    7.0   34.66   33.03   4.9    95790    93868   2.0   85145   77967   9.2   2951104   2575406  14.6
1990 September    71.5    71.8    -.4   32.91   32.17   2.3    92700    90840   2.0   66293   65226   1.6   2181704   2098556   4.0
1990 October      55.7    52.2    6.7   33.61   31.31   7.3    95790    95790    .0   53365   50040   6.6   1793375   1566902  14.5
1990 November     45.2    51.8  -12.7   32.71   31.33   4.4    92700    92700    .0   41865   48051 -12.9   1369497   1505379  -9.0
1990 December     35.7    38.5   -7.3   32.22   30.37   6.1    95790    95790    .0   34187   36872  -7.3   1101482   1119736  -1.6
                 ------------------------------------------------------------------------------------------------------------------
    TOTAL 1990    61.0    58.8    3.7   33.18   31.57   5.1  1127850  1110924   1.5  688005  653035   5.4  22828750  20613354  10.7
                                                             
    ROOM SAMPLE PERCENT - 31.0 %       Number of Sample Properties - 9       Number of Census Properties - 39

1991 January      39.7    45.7  -13.1   34.20   31.61   8.2    95790    95790    .0   37999   43734 -13.1   1299560   1382546  -6.0
1991 February     47.6    49.6   -4.0   34.83   30.97  12.5    86520    86520    .0   41173   42888  -4.0   1434261   1328157   8.0
1991 March        57.7    62.4   -7.5   35.65   31.64  12.7    95790    95790    .0   55258   59779  -7.6   1969992   1891443   4.2
1991 April        62.8    57.8    8.7   35.24   31.38  12.3    92700    92700    .0   58240   53552   8.8   2052092   1680346  22.1
1991 May          55.0    56.5   -2.7   35.42   30.82  14.9    95790    95790    .0   52655   54082  -2.6   1865015   1666859  11.9
1991 June         70.6    74.8   -5.6   38.40   33.33  15.2    95520    92700   3.0   67462   69362  -2.7   2590510   2311813  12.1
1991 July         77.7    87.4  -11.1   38.31   37.85   1.2    98704    95790   3.0   76664   83753  -8.5   2937348   3170424  -7.4
1991 August       80.4    88.9   -9.6   38.90   34.66  12.2    98704    95790   3.0   79391   85145  -6.8   3088026   2951104   4.6
1991 September    65.7    71.5   -8.1   37.33   32.91  13.4    95520    92700   3.0   62748   66293  -5.3   2342267   2181704   7.4
1991 October      56.9    55.7    2.2   37.33   33.61  11.1    98704    95790   3.0   56202   53365   5.3   2098082   1793375  17.0
1991 November     49.6    45.2    9.7   34.86   32.71   6.6    95520    92700   3.0   47415   41865  13.3   1652977   1369497  20.7
1991 December     37.2    35.7    4.2   34.98   32.22   8.6    98704    95790   3.0   36727   34187   7.4   1284592   1101482  16.6
                 ------------------------------------------------------------------------------------------------------------------
    TOTAL 1991    58.5    61.0   -4.1   36.63   33.18  10.4  1147966  1127850   1.8  671934  688005  -2.3  24614722  22828750   7.8
                                                            
    ROOM SAMPLE PERCENT - 34.7 %       Number of Sample Properties - 9       Number of Census Properties - 40
</TABLE>
<PAGE>

                                 Idaho Southeast

                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96
<TABLE>
<CAPTION>
                  OCCUPANCY             ROOM RATE              ROOM SUPPLY            ROOM DEMAND           ROOM REVENUE
                  -------------------   -------------------    --------------------   -------------------   -----------------------
                  CURRENT PRIOR  %      CURRENT PRIOR  %       CURRENT  PRIOR  %      CURRENT PRIOR  %      CURRENT   PRIOR    %
YEAR MONTH        YEAR    YEAR   CHNG   YEAR    YEAR   CHNG    YEAR     YEAR   CHNG   YEAR    YEAR   CHNG   YEAR      YEAR     CHNG
- ---- -----        ----    ----   ----   ----    ----   ----    ----     ----   ----   ----    ----   ----   ----      ----     ----
<S>               <C>     <C>    <C>    <C>     <C>    <C>     <C>      <C>     <C>   <C>     <C>    <C>    <C>       <C>      <C> 
1992 January      45.1    39.7   13.6   36.50   34.20   6.7     98704    95790  3.0   44493   37999  17.1   1623840   1299560  25.0
1992 February     50.8    47.6    6.7   36.68   34.83   5.3     89152    86520  3.0   45324   41173  10.1   1662319   1434261  15.9
1992 March        55.4    57.7   -4.0   37.38   35.65   4.9    100316    95790  4.7   55608   55258    .6   2078830   1969992   5.5
1992 April        57.0    62.8   -9.2   37.41   35.24   6.2     97080    92700  4.7   55382   58240  -4.9   2072074   2052092   1.0
1992 May          52.7    55.0   -4.2   37.38   35.42   5.5    100316    95790  4.7   52895   52655    .5   1977070   1865015   6.0
1992 June         69.1    70.6   -2.1   37.97   38.40  -1.1     98340    95520  3.0   67922   67462    .7   2578924   2590510   -.4
1992 July         76.3    77.7   -1.8   39.13   38.31   2.1    101618    98704  3.0   77508   76664   1.1   3033121   2937348   3.3
1992 August       81.3    80.4    1.1   39.76   38.90   2.2    101618    98704  3.0   82665   79391   4.1   3287156   3088026   6.4
1992 September    68.6    65.7    4.4   38.36   37.33   2.8     98340    95520  3.0   67438   62748   7.5   2586823   2342267  10.4
1992 October      58.9    56.9    3.5   39.00   37.33   4.5    101618    98704  3.0   59828   56202   6.5   2333580   2098082  11.2
1992 November     46.4    49.6   -6.5   38.44   34.86  10.3     98340    95520  3.0   45646   47415  -3.7   1754807   1652977   6.2
1992 December     37.9    37.2    1.9   36.59   34.98   4.6    101618    98704  3.0   38485   36727   4.8   1408079   1284592   9.6
                 ------------------------------------------------------------------------------------------------------------------
    TOTAL 1992    58.4    58.5    -.2   38.08   36.63   4.0   1187060  1147966  3.4  693194  671934   3.2  26396623  24614722   7.2
                                                                      
    ROOM SAMPLE PERCENT - 39.1 %       Number of Sample Properties - 11       Number of Census Properties - 42

1993 January      46.7    45.1    3.5   36.79   36.50    .8    101618    98704  3.0   47440   44493   6.6   1745315   1623840   7.5
1993 February     53.8    50.8    5.9   37.88   36.68   3.3     91784    89152  3.0   49369   45324   8.9   1870296   1662319  12.5
1993 March        59.1    55.4    6.7   38.65   37.38   3.4    101618   100316  1.3   60085   55608   8.1   2322231   2078830  11.7
1993 April        56.6    57.0    -.7   39.34   37.41   5.2     98340    97080  1.3   55637   55382    .5   2188643   2072074   5.6
1993 May          54.3    52.7    3.0   38.63   37.38   3.3    101618   100316  1.3   55148   52895   4.3   2130264   1977070   7.7
1993 June         73.1    69.1    5.8   42.50   37.97  11.9     98340    98340   .0   71917   67922   5.9   3056489   2578924  18.5
1993 July         86.5    76.3   13.4   43.56   39.13  11.3    101618   101618   .0   87916   77508  13.4   3829414   3033121  26.3
1993 August       84.1    81.3    3.4   44.39   39.76  11.6    103354   101618  1.7   86932   82665   5.2   3858993   3287156  17.4
1993 September    71.3    68.6    3.9   41.39   38.36   7.9    100020    98340  1.7   71271   67438   5.7   2950111   2586823  14.0
1993 October      55.1    58.9   -6.5   40.57   39.00   4.0    103354   101618  1.7   56928   59828  -4.8   2309306   2333580  -1.0
1993 November     46.8    46.4     .9   40.13   38.44   4.4    100020    98340  1.7   46827   45646   2.6   1879224   1754807   7.1
1993 December     39.7    37.9    4.7   39.15   36.59   7.0    104036   101618  2.4   41303   38485   7.3   1617036   1408079  14.8
                 ------------------------------------------------------------------------------------------------------------------
    TOTAL 1993    60.6    58.4    3.8   40.72   38.08   6.9   1205720  1187060  1.6  730773  693194   5.4  29757322  26396623  12.7
                                                                     
    ROOM SAMPLE PERCENT - 49.6 %       Number of Sample Properties - 15       Number of Census Properties - 44
</TABLE>
<PAGE>

                                 Idaho Southeast

                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96
<TABLE>
<CAPTION>
                  OCCUPANCY             ROOM RATE              ROOM SUPPLY            ROOM DEMAND           ROOM REVENUE
                  -------------------   -------------------    --------------------   -------------------   -----------------------
                  CURRENT PRIOR  %      CURRENT PRIOR  %       CURRENT  PRIOR  %      CURRENT PRIOR  %      CURRENT   PRIOR    %
YEAR MONTH        YEAR    YEAR   CHNG   YEAR    YEAR   CHNG    YEAR     YEAR   CHNG   YEAR    YEAR   CHNG   YEAR      YEAR     CHNG
- ---- -----        ----    ----   ----   ----    ----   ----    ----     ----   ----   ----    ----   ----   ----      ----     ----
<S>               <C>     <C>    <C>    <C>     <C>    <C>     <C>      <C>     <C>   <C>     <C>    <C>    <C>       <C>      <C> 
1994 January      44.8    46.7   -4.1   43.22   36.79  17.5    104036   101618  2.4   46596   47440  -1.8   2013818   1745315  15.4
1994 February     49.7    53.8   -7.6   41.45   37.88   9.4     93968    91784  2.4   46711   49369   5.4   1936253   1870296   3.5
1994 March        59.1    59.1     .0   41.31   38.65   6.9    104036   101618  2.4   61449   60085   2.3   2538685   2322231   9.3
1994 April        56.3    56.6    -.5   41.61   39.34   5.8    100680    98340  2.4   56709   55637   1.9   2359390   2188643   7.8
1994 May          56.1    54.3    3.3   41.94   38.63   8.6    104036   101618  2.4   58361   55148   5.8   2447819   2130264  14.9
1994 June         70.4    73.1   -3.7   44.37   42.50   4.4    100680    98340  2.4   70919   71917  -1.4   3146442   3056489   2.9
1994 July         80.9    86.5   -6.5   45.95   43.56   5.5    104036   101618  2.4   84149   87916   4.3   3866784   3829414   1.0
1994 August       84.0    84.1   - .1   45.82   44.39   3.2    104036   103354   .7   87370   86932    .5   4003327   3858993   3.7
1994 September    72.3    71.3    1.4   43.00   41.39   3.9    102480   100020  2.5   74070   71271   3.9   3184773   2950111   8.0
1994 October      56.7    55.1    2.9   42.03   40.57   3.6    105896   103354  2.5   60052   56928   5.5   2524033   2309306   9.3
1994 November     48.7    46.8    4.1   41.85   40.13   4.3    104040   100020  4.0   50710   46827   8.3   2122222   1879224  12.9
1994 December     37.9    39.7   -4.5   40.83   39.15   4.3    107508   104036  3.3   40717   41303  -1.4   1662624   1617036   2.8
                 ------------------------------------------------------------------------------------------------------------------
    TOTAL 1994    59.7    60.6   -1.5   43.11   40.72   5.9   1235432  1205720  2.5  737813  730773   1.0  31806170  29757322   6.9

     ROOM SAMPLE PERCENT -  55.1 %       Number of Sample Properties - 18       Number of Census Properties - 46

1995 January      41.0    44.8   -8.5   42.23   43.22  -2.3    107508   104036  3.3   44123   46596  -5.3   1863127   2013818  -7.5
1995 February     44.0    49.7  -11.5   42.95   41.45   3.6     97104    93968  3.3   42702   46711  -8.6   1834229   1936253  -5.3
1995 March        57.2    59.1   -3.2   43.57   41.31   5.5    110918   104036  6.6   63496   61449   3.3   2766619   2538685   9.0
1995 April        53.0    56.3   -5.9   43.42   41.61   4.3    107340   100680  6.6   56888   56709    .3   2470307   2359390   4.7
1995 May          54.8    56.1   -2.3   43.79   41.94   4.4    110918   104036  6.6   60796   58361   4.2   2662319   2447819   8.8
1995 June         73.4    70.4    4.3   45.69   44.37   3.0    107340   100680  6.6   78765   70919  11.1   3598645   3146442  14.4
1995 July         78.9    80.9   -2.5   48.15   45.95   4.8    110918   104036  6.6   87552   84149   4.0   4215800   3866784   9.0
1995 August       80.9    84.0   -3.7   49.17   45.82   7.3    110918   104036  6.6   89697   87370   2.7   4409988   4003327  10.2
1995 September    69.1    72.3   -4.4   45.23   43.00   5.2    107340   102480  4.7   74154   74070    .1   3354202   3184773   5.3
1995 October      54.3    56.7   -4.2   44.54   42.03   6.0    110918   105896  4.7   60252   60052    .3   2683764   2524033   6.3
1995 November     44.5    48.7   -8.6   43.05   41.85   2.9    107340   104040  3.2   47741   50710  -5.9   2055313   2122222  -3.2
1995 December     34.4    37.9   -9.2   41.54   40.83   1.7    110918   107508  3.2   38102   40717  -6.4   1582607   1662624  -4.8
                 ------------------------------------------------------------------------------------------------------------------
    TOTAL 1995    57.3    59.7   -4.0   45.01   43.11   4.4   1299480  1235432  5.2  744268  737813    .9  33496920  31806170   5.3

    ROOM SAMPLE PERCENT - 53.4 %       Number of Sample Properties - 18       Number of Census Properties - 47
</TABLE>
<PAGE>

                                 Idaho Southeast

                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96
<TABLE>
<CAPTION>
                  OCCUPANCY             ROOM RATE              ROOM SUPPLY            ROOM DEMAND           ROOM REVENUE
                  -------------------   -------------------    --------------------   -------------------   -----------------------
                  CURRENT PRIOR  %      CURRENT PRIOR  %       CURRENT  PRIOR  %      CURRENT PRIOR  %      CURRENT   PRIOR    %
YEAR MONTH        YEAR    YEAR   CHNG   YEAR    YEAR   CHNG    YEAR     YEAR   CHNG   YEAR    YEAR   CHNG   YEAR      YEAR     CHNG
- ---- -----        ----    ----   ----   ----    ----   ----    ----     ----   ----   ----    ----   ----   ----      ----     ----
<S>               <C>     <C>    <C>    <C>     <C>    <C>     <C>      <C>     <C>   <C>     <C>    <C>    <C>       <C>      <C> 
1996 January      38.2    41.0   -6.8   43.14   42.23  2.2     112871   107508  5.0   43117   44123  -2.3   1860252   1863127   -.2
1996 February     42.7    44.0   -3.0   43.46   42.95  1.2     101948    97104  5.0   43539   42702   2.0   1892305   1834229   3.2
1996 March        54.3    57.2   -5.1   44.89   43.57  3.0     112871   110918  1.8   61321   63496  -3.4   2752682   2766619    .5
1996 April        51.7    53.0   -2.5   44.15   43.42  1.7     109230   107340  1.8   56450   56888   -.8   2492534   2470307    .9
1996 May          53.1    54.8   -3.1   44.77   43.79  2.2     114421   110918  3.2   60791   60796   -.0   2721839   2662319   2.2
1996 June         67.1    73.4   -8.6   46.31   45.69  1.4     114510   107340  6.7   76860   78765  -2.4   3559045   3598645  -1.1
1996 July         72.2    78.9   -8.5   47.94   48.15  -.4     118327   110918  6.7   85385   87552  -2.5   4092940   4215800  -2.9
1996 August       76.2    80.9   -5.8   48.82   49.17  -.7     120993   110918  9.1   92162   89697   2.7   4499671   4409988   2.0
1996 September    57.7    69.1  -16.5   45.07   45.23  -.4     117090   107340  9.1   67597   74154  -8.8   3046552   3354202  -9.2

     TOTAL 1996   57.4    61.6   -6.8   45.84   45.43   .9    1022261   970304  5.4  587222  598173  -1.8  26917820  27175236   -.9

     ROOM SAMPLE PERCENT - 51.6 %       Number of Sample Properties - 19       Number of Census Properties - 51

     SOURCE: SMITH TRAVEL RESEARCH - The information contained in this report is based upon independent surveys and research
                                     from sources considered reliable but no representation is made as to its completeness or
                                     accuracy. This information is in no way to be construed as a recommendation by Smith
                                     Travel Research of any industry standard and is intended solely for the internal
                                     purposes of your company and should not be published in any manner unless authorized by
                                     Smith Travel Research.
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN

                                 Idaho Southeast

                                                                11/07/96 Page: 1

<TABLE>
<CAPTION>
                                                                    Zip                         
SIR CODE  Name of Establishment            City                 ST  Code   Telephone       YEAR 
- --------  ------------------------------   -------------------  --  -----  --------------  ---- 
<S>       <C>                              <C>                  <C> <C>    <C>             <C>  
  31255   AMERITEL INN                     POCATELLO            ID  83201  (208) 234-7500  9503 
   4106   QUALITY CONVENTION CENTER        POCATELLO            ID  83201  (208) 233-2200       
  22708   SUPER 8 POCATELLO                POCATELLO            ID  83201  (208) 234-0888  8705 
   2365   BEST WESTERN COTTON TREE INN     POCATELLO            ID  83201  (208) 237-7650  7700 
    822   HOLIDAY INN POCATELLO            POCATELLO            ID  83201  (208) 237-1400  6506 
  28633   COMFORT INN POCATELLO            POCATELLO            ID  83201  (208) 237-8155  9203 
   2366   BEST WESTERN WESTON INN POCATE   POCATELLO            ID  83201  (208) 233-5530  6400 
  16448   SUNDIAL INN                      POCATELLO            ID  83201  (208) 233-0451       
   5698   IMPERIAL 400                     POCATELLO            ID  83201  (208) 233-5120       
  18159   BIDWELL MOTEL                    POCATELLO            ID  83201  (208) 232-3114       
  16449   THUNDERBIRD                      POCATELLO            ID  83201  (208) 232-6330       
   6402   MOTEL 6 POCATELLO                POCATELLO            ID  83202  (208) 237-7880       
  16447   MENDELS POCATELLO                POCATELLO            ID  83202  (208) 237-3100       
  16446   DAYS INN POCATELLO               POCATELLO            ID  83202  (208) 237-0020       
   2350   HILLVIEW MOTEL                   AMERICAN FALLS       ID  83211  (208) 226-5151       
  16413   D K MOTEL                        ARCO                 ID  83213  (208) 527-8282       
  30575   BEST WESTERN BLACKFOOT INN       BLACKFOOT            ID  83221  (208) 785-4144  9409 
   2351   RIVERSIDE INN                    BLACKFOOT            ID  83221  (208) 785-5000       
  16433   LAVA SPA & TUMBLING WATER        LAVA HOT SPRINGS     ID  83246  (208) 776-5589       
  33535   SUPER 8 MONTPELIER               MONTPELIER           ID  83254  (208) 847-8888  9605 
   2361   BEST WESTERN CREST MOTEL         MONTPELIER           ID  83254  (208) 847-1782  6500 
  16439   BUDGET INN                       MONTPELIER           ID  83254  (208) 847-1273       
  16437   PARK MOTEL                       MONTPELIER           ID  83254  (208) 847-1911       
  18160   PLAZA MOTEL                      PRESTON              ID  83263  (208) 852-2020       
  16458   J R INN                          SODA SPRINGS         ID  83276  (208) 547-3366       
  23253   COMFORT LODGE                    IDAHO FALLS          ID  83401  (208) 523-2960  5906 
  16428   LITTLETREE INN                   IDAHO FALLS          ID  83401  (208) 523-5993       
  33214   AMERITEL INN                     IDAHO FALLS          ID  83402  (208) 523-1400  9606 
  22559   BEST WESTERN COTTONTREE INN      IDAHO FALLS          ID  83402  (208) 523-6000  9106 
  16430   QUALITY IDAHO FALLS              IDAHO FALLS          ID  83402  (208) 523-6260  7006 
   8605   SUPER 8 IDAHO FALLS              IDAHO FALLS          ID  83402  (208) 522-8880  8405 
   2359   BEST WESTERN STARDUST            IDAHO FALLS          ID  83402  (208) 522-2910  6400 
  14843   SHILO INN IDAHO FALLS            IDAHO FALLS          ID  83402  (208) 523-0088  8806 
   6400   MOTEL 6 IDAHO FALLS              IDAHO FALLS          ID  83402  (208) 522-0112       
  16429   MOTEL WEST                       IDAHO FALLS          ID  83402  (208) 522-1112       
  29346   COMFORT INN IDAHO FALLS          IDAHO FALLS          ID  83402  (208) 528-2804  9308 
   2358   BEST WESTERN DRIFTWOOD MOTEL     IDAHO FALLS          ID  83402  (208) 523-2242  6100 
   4105   HOLIDAY INN IDAHO FALLS          IDAHO FALLS          ID  83402  (208) 523-8000       
</TABLE>
<TABLE>
<CAPTION>
                                                   RESPONSE REPORT                Report #: Res-14
                                                   -----1995------ ---------------1996----------------
SIR CODE  Name of Establishment             ROOMS  SEP OCT NOV DEC JAN FEB MAR APR MAY JUN JUL AUG SEP
- --------  ------------------------------    -----  --------------- -----------------------------------
<S>       <C>                                <C>    <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
  31255   AMERITEL INN                       110
   4106   QUALITY CONVENTION CENTER          152    X   X   X   X   X   X   X   X   X   X   X   X   X
  22708   SUPER 8 POCATELLO                   80    X   X   X   X   X   X   X   X   X   X   X   X
   2365   BEST WESTERN COTTON TREE INN       149    X       X   X   X   X   X   X   X   X   X   X   X
    822   HOLIDAY INN POCATELLO              206    X   X   X   X   X   X   X   X   X       X   X   X
  28633   COMFORT INN POCATELLO               52    X   X   X   X   X   X   X   X   X   X   X   X   X
   2366   BEST WESTERN WESTON INN POCATE      60   
  16448   SUNDIAL INN                         53    X   X   X   X   X   X   X   X   X   X   X   X   X
   5698   IMPERIAL 400                        31   
  18159   BIDWELL MOTEL                       27   
  16449   THUNDERBIRD                         55   
   6402   MOTEL 6 POCATELLO                  134    X   X   X   X   X   X   X   X   X   X   X   X   X
  16447   MENDELS POCATELLO                  104   
  16446   DAYS INN POCATELLO                 115    X   X   X   X   X   X   X   X   X   X   X   X   X
   2350   HILLVIEW MOTEL                      34   
  16413   D K MOTEL                           20   
  30575   BEST WESTERN BLACKFOOT INN          60   
   2351   RIVERSIDE INN                       73        X
  16433   LAVA SPA & TUMBLING WATER           34   
  33535   SUPER 8 MONTPELIER                  50   
   2361   BEST WESTERN CREST MOTEL            65   
  16439   BUDGET INN                          24   
  16437   PARK MOTEL                          25   
  18160   PLAZA MOTEL                         31   
  16458   J R INN                             44   
  23253   COMFORT LODGE                       40   
  16428   LITTLETREE INN                      92   
  33214   AMERITEL INN                       126                                        X       X   X
  22559   BEST WESTERN COTTONTREE INN         94    X   X   X   X   X   X   X   X
  16430   QUALITY IDAHO FALLS                127    X   X   X   X   X   X   X   X   X   X   X   X   X
   8605   SUPER 8 IDAHO FALLS                 91   
   2359   BEST WESTERN STARDUST              248    X   X   X   X   X   X   X   X   X   X   X   X   X
  14843   SHILO INN IDAHO FALLS              161   
   6400   MOTEL 6 IDAHO FALLS                 80    X   X   X   X   X   X   X   X   X   X   X   X   X
  16429   MOTEL WEST                          80   
  29346   COMFORT INN IDAHO FALLS             56    X   X   X   X       X   X   X   X   X   X   X   X
   2358   BEST WESTERN DRIFTWOOD MOTEL        74   
   4105   HOLIDAY INN IDAHO FALLS            141    X   X   X   X   X   X   X   X   X   X   X   X   X
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN

                            Idaho Southeast 

                                                                11/07/96 Page: 2

<TABLE>
<CAPTION>
                                                                                                
                                                                    Zip                         
SIR CODE  Name of Establishment            City                 ST  Code   Telephone       YEAR 
- --------  ------------------------------   -------------------  --  -----  --------------  ---- 
<S>       <C>                              <C>                  <C> <C>    <C>             <C>  
   32561  HAMPTON INN IDAHO FALLS          IDAHO FALLS          ID  83404 (208) 529-9800    9601
    2357  BEST WESTERN TETON W             DRIGGS               ID  83422 (208) 354-2363    7100
   30016  SUPER 8 DRIGGS                   DRIGGS               ID  83422 (208) 354-8888    9312
    2367  BEST WESTERN COTTONTREE INN      REXBURG              ID  83440 (208) 356-4646    7700
   30595  COMFORT INN REXBURG              REXBURG              ID  83440 (208) 359-1311    9411
   24346  SUPER 8 REXBURG                  REXBURG              ID  83440 (208) 356-8888    9206
   16453  DAYS INN REXBURG                 REXBURG              ID  83440 (208) 356-9222        
    2368  BEST WESTERN WESTON INN          ST ANTHONY           ID  83445 (208) 624-3711    7100
   18161  TIMBERLINE MOTEL                 VICTOR               ID  83455 (208) 787-2769        
   33630  SLEEP INN NAMPA                  NAMPA                ID  83687 (208) 463-6300    9608
   11180  SHILO INN NAMPA                  NAMPA                ID  83687 (208) 466-8993        
   17090  SHILO INN NAMPA SUITES           NAMPA                ID  83687 (208) 465-3250        
   27953  SUPER 8 NAMPA                    NAMPA                ID  83687 (208) 467-2888    8910
                                                                                                
                                                                                                
                                                                                                
</TABLE>
<TABLE>
<CAPTION>
                                                  RESPONSE REPORT                Report #: Res-14     
                                                  -----1995------ ---------------1996---------------- 
SIR CODE  Name of Establishment            ROOMS  SEP OCT NOV DEC JAN FEB MAR APR MAY JUN JUL AUG SEP 
- --------  ------------------------------   -----  --------------- ----------------------------------- 
<S>       <C>                               <C>    <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
   32561  HAMPTON INN IDAHO FALLS             63                    X   X   X   X   X   X   X   X   X
    2357  BEST WESTERN TETON W                42
   30016  SUPER 8 DRIGGS                      22
    2367  BEST WESTERN COTTONTREE INN        100    X       X   X   X   X   X   X   X   X   X   X   X
   30595  COMFORT INN REXBURG                 52    X   X   X   X   X   X   X   X   X   X   X   X   X
   24346  SUPER 8 REXBURG                     42
   16453  DAYS INN REXBURG                    42    X   X   X   X   X   X   X   X   X   X   X   X   X
    2368  BEST WESTERN WESTON INN             30    X   X   X   X   X   X   X   X   X   X   X   X   X
   18161  TIMBERLINE MOTEL                    20
   33630  SLEEP INN NAMPA                     86                                                    X
   11180  SHILO INN NAMPA                     61
   17090  SHILO INN NAMPA SUITES              83
   27953  SUPER 8 NAMPA                       62
                                            ----
                                            3903
                                                    X Denotes data received by Smith Travel Research.
</TABLE>



==============================================================================

                                APPRAISAL REPORT
                                 SHILO INN HOTEL

                                   Located At
                               617 NAMPA BOULEVARD
                             NAMPA, IDAHO 83687-3065

                                      As Of
                                DECEMBER 1, 1996

                                  Prepared for:
                                     KEYCORP
                           REAL ESTATE CAPITAL MARKETS
                          700 FIFTH AVENUE, 52nd FLOOR
                            SEATTLE, WASHINGTON 98104

                                  Prepared by:
                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106

==============================================================================
<PAGE>

                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106
                            TELEPHONE: (818) 795-5087

December 9, 1996

Mr. David Thatcher
Senior Vice President
KeyCorp
Real Estate Capital Markets
700 Fifth Avenue, 52nd Floor
Seattle, Washington  98104

Re:   Appraisal Report of Shilo Inn
      617 Nampa Boulevard
      Nampa, ID  83687-3065

Dear Mr. Thatcher:

In conjunction with the above captioned appraisal report ("Report"), we have
conducted the required investigation, gathered the necessary data, and made
certain analyses that were used in forming the opinion of the market value of
the above referenced Property.

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral to secure a proposed
loan. This Report is intended to comply with the requirements of the Uniform
Standards of Professional Appraisal Practice (USPAP), as promulgated by the
Appraisal Standards Board of the Appraisal Foundation.

The purpose of this Report is to express our opinion of the market value of the
Property subject to the definitions of value, the assumptions and limiting
conditions and the certification contained in the attached Report.
The Report:

o     May be relied upon by Merrill Lynch Mortgage Capital Inc. in determining
      whether to make a loan(s) evidenced by a note ("Property Note") secured by
      the Property;

o     May be relied upon by any purchaser in determining whether to purchase the
      Property Notes for these transactions from Merrill Lynch Mortgage Capital
      Inc.;

o     May be relied upon by any Rating Agency in rating securities issued by
      Merrill Lynch Mortgage Capital Inc. and representing an interest in the
      Property Notes;


                                                                          Page i
<PAGE>

Mr. David Thatcher
December 9, 1996
Page -2-

o     May be included with and referred to in materials offering the Property
      Notes or an interest in the Property Notes for sale.

The subject property is a 61 unit, hotel which includes an outdoor swimming pool
and indoor spa and sauna facilities. No public meeting or banquet facilities are
included in the subject improvements. The property is located at 617 Nampa
Boulevard, in the City of Nampa, Canyon County, Idaho 83687-3065. It is situated
on the south side of Interstate 84 at the Nampa Boulevard exit (Exit 35)
approximately 16 miles west of Boise. The site has good visibility but no
property line frontage on Interstate 84, and 95' of frontage on Nampa Boulevard.

The official plat of Broadmore Commercial Park 1st Addition, prepared by the
Canyon County Assessor/Recorder GIS mapping system reveals a total site area of
45,300 SF (1.04 acres). The improvements consist of one, three-story, average
quality, Class D building, which encompasses 34,008 SF (gross) of improved
building area. The main hotel building consists of 61 guest units plus a
managers unit, and common area amenities including, an outdoor pool and an
indoor spa and sauna. The property is owned and operated by Mark S. Hemstreet,
according to current vesting an ownership records on file with the Canyon County
Assessors Office.

The subject property and comparables were last inspected November 7, 1996. Based
on the investigation and analysis outlined in the report and subject to the
assumptions and limiting conditions as set forth within the context of this
report, the estimated market value of the Fee Simple Estate, as a going concern
with existing furniture, fixture and equipment, As Is, as of December 1, 1996
was:

                                  $3,100,000
                  THREE MILLION ONE HUNDRED THOUSAND DOLLARS

The report that follows sets forth the identification of the property, the
assumptions and limiting conditions, pertinent facts regarding the area and the
subject property, comparable data and the reasoning leading to the conclusions
set forth.

Sincerely,


/s/ M. Hammad

M. Hammad, MAI
Certified General Appraiser
CA No. AG002849
ID No. CGAP-247


                                                                         Page ii
<PAGE>

617 Nampa Boulevard, Nampa, ID


                                TABLE OF CONTENTS

ASSUMPTIONS AND LIMITING CONDITIONS                                           V

SALIENT FACTS AND CONCLUSIONS                                               VII

SUBJECT PHOTOGRAPHS                                                           8

IDENTIFICATION OF THE PROPERTY                                               12

PURPOSE OF THE APPRAISAL                                                     12

FUNCTION OF THE APPRAISAL                                                    12

DATE OF VALUATION                                                            13

HISTORY AND OWNERSHIP                                                        13

SCOPE OF THE ASSIGNMENT                                                      13

MARKETING AND EXPOSURE PERIODS                                               13

AMERICAN DISABILITIES ACT COMPLIANCE                                         14

PROPERTY RIGHTS APPRAISED                                                    14

HAZARDOUS MATERIAL STATEMENT                                                 14

COMPETENCY PROVISION                                                         15

DEFINITIONS                                                                  15

REGIONAL OVERVIEW                                                            17

AREA DESCRIPTION                                                             23

HOTEL INDUSTRY OVERVIEW                                                      27

SITE DESCRIPTION                                                             34

PLAT MAP                                                                     39


- ----------------------------------
James Ratkovich & Associates, Inc.                                           iii
<PAGE>

617 Nampa Boulevard, Nampa, ID


TABLE OF CONTENTS (CONTINUED)

IMPROVEMENT DESCRIPTION                                                      40

HIGHEST AND BEST USE ANALYSIS                                                48

VALUATION                                                                    52

COST APPROACH                                                                55

DIRECT COMPARISON APPROACH                                                   79

INCOME APPROACH                                                              93

RECONCILIATION AND FINAL VALUE CONCLUSIONS                                  112

CERTIFICATIONS                                                              114

APPRAISER'S QUALIFICATIONS

ADDENDA

Historical Operating Data
Smith Travel Research Hotel Operating Statistics
PKF Industry Standards
Smith Travel Research Report


- ----------------------------------
James Ratkovich & Associates, Inc.                                           iv
<PAGE>

617 Nampa Boulevard, Nampa, ID


                      Assumptions & Limiting Conditions

The analysis of the property is predicated upon the following assumptions and
conditions:

The date of value to which the opinions expressed in this report apply is set
forth in the letter of transmittal. The Appraiser assumes no responsibility for
economic or physical factors occurring at some later date which may affect the
opinions herein stated.

No opinion is intended to be expressed for legal matters or that would require
specialized investigation or knowledge beyond that ordinarily employed by real
estate appraisers, although such matters may be discussed in the report.

No opinion as to title is rendered. Data on ownership and the legal description
were obtained from sources generally considered reliable. Title is assumed to be
marketable and free and clear of all liens and encumbrances, easements, and
restrictions except those specifically discussed in the report.

The property is appraised assuming it to be under responsible ownership and
competent management and available for its highest and best use.

No engineering survey has been made by the Appraiser. Except as specifically
stated, data relative to size and area were taken from sources considered
reliable, and no encroachment of real property improvements is assumed to exist.

Maps, plats, and exhibits included herein are for illustration only, as an aid
in visualizing matters discussed within the report. They should not be
considered as surveys or relied upon for any other purpose.

No opinion is expressed as to the value of subsurface oil, gas, or mineral
rights and the property is not subject to surface entry for the exploration or
removal of such material except as expressly stated.

Testimony or attendance in court or at any other hearing is not required by
reason of rendering this appraisal unless such arrangements are made and
compensation is agreed in advance.

No soil studies covering the subject property were available to the Appraiser,
therefore, assumptions as to soil qualities employed in this report are not
conclusive but have been considered consistent with information available to the
Appraiser.

Earthquakes are not common in the area. No responsibility is assumed due to
their possible effects on individual properties unless detailed geological
reports are made available.

The property has been personally inspected by the appraisers so designated in
the Certification and have found no obvious evidence of structural deficiencies
except as stated in the report; however, no responsibility for hidden defects or
conformity to specific governmental requirements such as fire, building and
safety, earthquake, or occupancy codes can be assumed without provision of
specific professional or governmental inspections.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            v
<PAGE>

617 Nampa Boulevard, Nampa, ID


Assumptions & Limiting Conditions (continued)

No consideration has been given in this appraisal to personal property located
on the premises unless specifically addressed within this report. Only real
property items have been considered unless specifically mentioned.

The rental areas herein discussed have been calculated in accord with standards
developed by the American Standards Association as included in Real Estate
Terminology.

This report is based, in part, upon information assembled from a wide range of
sources. An impractical and uneconomic expenditure of time would be required in
attempting to furnish unimpeachable verification in all instances, particularly
as to market related information, therefore, the incorporated data cannot be
guaranteed.

The dollar amount of any value opinion herein rendered is based upon the
purchasing power of the United States dollar existing at the date of value.

The Appraiser reserves the right to make such adjustments to the valuation
herein reported as may be required by consideration of additional or more
reliable data that may become available.

In the event this report is placed in the hands of a third party, such party
must be made cognizant of any and all limiting conditions resulting from the
basis of our employment and discussions related thereto as well as those set
forth herein.

When improvements are labeled proposed or when development type properties are
concerned, the property has been appraised subject to certain assumptions as to
the quality and nature of the completed buildings, tenant improvements, land
improvements or infrastructure. The basis for these assumptions were provided by
the client, his representative, or government officials. Any deviation from
these specifications will render the conclusions, which are based on those
assumptions, useless and void.

Hazardous substances, if present within a facility, can introduce an actual or
potential liability that will adversely affect the marketability and value of
the facility. Such liability may be in the form of immediate recognition of
existing hazardous conditions requiring correction and the future obligation
that can stem from the release of currently non-hazardous contaminants, such as
asbestos fibers or toxic vapors from urea formaldehyde foam insulation, through
aging or building renovations. In the development of our opinion of value, no
consideration has been given to such liability or its impact on value. The
Appraiser is not qualified to make an investigation to determine the possible
presence of toxic materials requiring either immediate or future correction.
There are experts in this special field who can conduct such investigations and
provide guidance regarding the impact of toxic materials that may be present in
the subject property.

Disclosure of the contents of this appraisal report is governed by the bylaws
and regulations of the Appraisal Institute. Neither all nor any part of the
contents of this report (especially any conclusions as to value, the identity of
the appraisers or the firm with which they are connected, or any reference to
the Appraisal Institute or the MAI, SRPA, RM, SRA, or SREA designations) shall
be disseminated to the public through advertising media, public relations media,
news media, sales media, or any other public means of communication without the
prior written consent and approval of the undersigned.


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James Ratkovich & Associates, Inc.                                           vi
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617 Nampa Boulevard, Nampa, ID


                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS

LOCATION:                           Shilo Inn
                                1401 Shilo Drive
                             Nampa, Idaho 83687-3065

ASSESSOR'S PARCEL NO.:              6R 7992-000- -0   Hotel Real Estate
                                    6P63745-000- -0   Hotel Personal Property

PROPERTY RIGHTS APPRAISED:          Fee Simple Estate

OWNER OF RECORD:                    Mark  S. Hemstreet

PROPERTY TYPE:                      61 Unit All Suites Hotel

ZONING:                             BC: Community Business; City of Nampa

SITE AREA:                          1.04 acres;  (45,300 square feet)

IMPROVEMENTS:                       The subject improvements consists of one,
                                    three-story, average quality, Class D,
                                    double wall constructed hotel buildings with
                                    61 rooms encompassing 34,008 square feet
                                    gross. The improvements also include a
                                    managers unit, an outdoor pool and indoor
                                    spa and sauna.

HIGHEST AND BEST USE:               As Vacant:    Commercial development
                                    As Improved:  Existing Hotel Use

VALUE CONCLUSIONS:

   Land Value-Hotel Site:           $195,000
   F F & E:                         $152,500 ($2,500/room)
   Cost Approach:                   $3,040,000
   Direct Sales Comparison:         $3,000,000
   Income Capitalization Approach:  $3,100,000

   Final Value Estimate             $3,100,000

ESTIMATED MARKETING TIME:           Twelve Months

LAST DATE OF INSPECTION:            November 7, 1996

DATE OF VALUE:                      December 1, 1996


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James Ratkovich & Associates, Inc.                                           vii
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617 Nampa Boulevard, Nampa, ID


================================================================================


                               [GRAPHIC OMITTED]


================================================================================

The Shilo Inn-Nampa is located at 617 Nampa Boulevard, one block south of I-84.

================================================================================


                               [GRAPHIC OMITTED]


================================================================================


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James Ratkovich & Associates, Inc.                                             8
<PAGE>

617 Nampa Boulevard, Nampa, ID


================================================================================


                               [GRAPHIC OMITTED]


================================================================================

             Looking in a southerly direction along Nampa Boulevard
                           from the I-84 Intersection

================================================================================


                               [GRAPHIC OMITTED]


================================================================================

   The subject property is on the left looking northerly along Nampa Boulevard


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James Ratkovich & Associates, Inc.                                             9
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617 Nampa Boulevard, Nampa, ID


================================================================================


                               [GRAPHIC OMITTED]


================================================================================

      The lobby area is finished in light oak paneling, hotel grade carpet,
                recessed fluorescent panels and acoustic ceilings

================================================================================


                               [GRAPHIC OMITTED]


================================================================================


Guest room interior finish is basic featuring wood paneling, a small vanity
                                mirror and sink


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James Ratkovich & Associates, Inc.                                            10
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617 Nampa Boulevard, Nampa, ID


================================================================================


                               [GRAPHIC OMITTED]


================================================================================

                Guest amenities include an outdoor swimming pool


================================================================================


                               [GRAPHIC OMITTED]


================================================================================

             Guest amenities include an indoor jetted spa and sauna


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James Ratkovich & Associates, Inc.                                            11
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617 Nampa Boulevard, Nampa, ID


                         IDENTIFICATION OF THE PROPERTY

The subject property, known as the Shilo Inn-Nampa is located at 617 Nampa
Boulevard, one block south of Interstate 84, at Nampa Boulevard, (exit 35). The
subject site is irregularly shaped and is bounded along its eastern property
line by southbound Nampa Blvd. with approximately 95 feet of frontage The
property is identified with Canyon County Assessors Parcel No. 6R 7992-000- -0.
Site area and site geometry are as depicted in the Plat of Broadmore Commercial
Park, 1st Addition presented later in this section.

Legal Description
The subject property has been described by the Canyon County Planning Department
as follows: All of Lot 2, Block 1, BROADMORE COMMERCIAL PARK, FIRST ADDITION,
Canyon County, Idaho, as shown on the official plat thereof on file in the
office of the Canyon County Recorder in Book 16 of Plats at Page 20; and A
portion of Lot 3, Block 1, BROADMORE COMMERCIAL PARK, FIRST ADDITION, Canyon
County, Idaho, as shown on the official plat thereof on file in the office of
the Canyon County Recorder in Book 16 of Plats at Page 20, more particularly
described in a lengthy metes and bounds description contained within the Addenda
of this report.

                            PURPOSE OF THE APPRAISAL

The purpose of the appraisal is to express our opinion of the market value,
"As-is" of the Fee Simple Estate, of the going concern, in the subject property,
as of the stated appraisal date.

                            FUNCTION OF THE APPRAISAL

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral for a proposed loan for
its underwriting purposes. This appraisal is intended to comply with the
requirements of the Uniform Standards of Professional Appraisal Practice
(USPAP), as promulgated by the Appraisal Standards Board of the Appraisal.

o     May be relied upon by KeyCorp and Merrill Lynch Mortgage Capital Inc. in
      determining whether to make a loan(s) evidenced by a note ("Property
      Note") secured by the Property;

o     May be relied upon by any purchaser in determining whether to purchase the
      Property Notes for these transactions from Merrill Lynch Mortgage Capital
      Inc.;

o     May be relied upon by any Rating Agency in rating securities issued by
      Merrill Lynch Mortgage Capital Inc. and representing an interest in the
      Property Notes;

o     May be included with and referred to in materials offering the Property
      Notes or an interest in the Property Notes for sale.


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James Ratkovich & Associates, Inc.                                            12
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617 Nampa Boulevard, Nampa, ID


                                DATE OF VALUATION

The date of valuation is December 1, 1996. The subject and the comparables were
last inspected on November 13, 1996.

                              HISTORY AND OWNERSHIP

In 1973, a five-story hotel was completed on the subject site. Prior to
construction of the hotel, the site consisted of undeveloped land zoned for
industrial use. The 105-room hotel was developed by Virginia Honeycutt and named
the Virginia Inn. In 1975, the hotel underwent a name change to the Gateway
Hotel, and title passed to VMHC, a California management company. In 1981, title
was conveyed to Seniorcorp, and later purchased by the present owner, Mark
Hemstreet. According to sales history information maintained by the Assessor's
office, the sale to Mr. Hemstreet was recorded on December 23, 1987, for
$1,900,000.

                             SCOPE OF THE ASSIGNMENT

This appraisal has been made in accordance with the accepted techniques,
standards, methods and procedures as stated in the Uniform Standards of
Professional Appraisal Practice of the Appraisal Institute. The value set forth
herein was estimated after application and analysis by the Direct Sales
Comparison Approach to value and an Income Approach analysis using
capitalization and discounting methods.

The appraiser researched the market for sales of vacant land similar to the
subject's land. This was added to the estimated depreciated cost to build the
improvements to arrive at a reasonable Cost Approach to value. The subject
market area was surveyed to obtain an indication of overall market rents,
typical expenses and occupancy levels, in order to analyze the subject income
stream for the Income Approach to value. Additionally, sales of improved
properties similar to the subject property were analyzed to determine both the
demand for and to estimate market value of the subject property. The three
approaches were correlated to arrive at a final value. This is a complete
appraisal/self contained report. All the data gathered was verified and adjusted
according to superiority or inferiority relative to the subject property in
order to obtain a value indication for the subject property.

                         MARKETING AND EXPOSURE PERIODS

According to Korpacz Real Estate Investor Survey, Second Quarter 1996, the
average marketing time for national investment property is 9.89 months as
compared to 11.01 months a year prior. According to CB Commercial Investor
Survey, First Quarter 1996, the marketing time for hotels ranges between 6-18
months and averages 8.4 months. Sales used in our market approach analysis
indicate a range between 1 and 12 months marketing time. Hotel and motel brokers
indicate that properties similar to the subject are expected to have marketing
periods of approximately 9 to 12 months. This appraisal is based on a 12 month
marketing period. Exposure period is a retrospective indication of market time
and for the subject property is estimated to be the same as the marketing
period.


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James Ratkovich & Associates, Inc.                                            13
<PAGE>

617 Nampa Boulevard, Nampa, ID


                      AMERICAN DISABILITIES ACT COMPLIANCE

The subject property is appraised without a specific compliance survey having
been constructed to determine if the property is or is not in conformance with
the requirements of the Americans with Disabilities Act (ADA). The presence of
architectural and communications barriers that are structural in nature that
would restrict access by disabled individuals may adversely affect the
property's value, marketability or utility.

                            PROPERTY RIGHTS APPRAISED

The rights in realty are typically identified with respect to properties such as
the subject are the Fee Simple, Leased Fee, and Leasehold Estate. These are
defined as follows:(1)

Fee Simple Estate: An absolute fee; a fee without limitations to any particular
class of heirs or restrictions, but subject to the limitations of eminent
domain, escheat, police power and taxation. An inheritable estate.

Leased Fee Estate: A property held in fee with the right of use and occupancy
conveyed by lease to others. A property consisting of the right to receive
rentals over a period of time, plus the right of ultimate repossession at the
termination of the lease.

Leasehold Estate: A property held under tenure of lease. The right of use and
occupancy of real property by virtue of a lease agreement. The right of a lessee
to use and enjoy real estate for a stated term and upon certain conditions, such
as the payment of rent.

The property rights appraised within the context of this report are described as
the Fee Simple Estate.

                          HAZARDOUS MATERIAL STATEMENT

In this appraisal assignment, unless otherwise stated, the existence of
potentially hazardous material used in the construction or maintenance of the
building, such as the presence of toxic waste, which may or may not be present
on the property, was not observed by the appraiser; nor do we have any knowledge
of the existence of such materials on or in the property. The appraiser is not
qualified to detect such substances. The presence of potentially hazardous
insulation may have an effect on the value of the property. The value estimate
is predicated on the assumption that there is no such material on or in the
property that would cause a loss in value. No responsibility is assumed for any
such conditions, or for engineering or scientific knowledge required to discover
such materials. The client is urged to retain an expert in this field, if so
desired.

- ----------
(1) Real Estate Terminology; American Institute of Real Estate Appraisers; Burl
N. Boyce, Ph.D.; Ballinger Company; 1975.


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James Ratkovich & Associates, Inc.                                            14
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617 Nampa Boulevard, Nampa, ID


                              COMPETENCY PROVISION

We attest that the writer of this report has attained a level of competency
necessary to complete the assignment in a diligent manner, utilizing all the
commonly recognized analysis techniques considered normal for a prudent
evaluation effort. The reader is referred to the appraisers' qualifications in
the addenda for further confirmation of the appraisers' training and background.

Definitions

"(2) 'Market value'(2) means:

   (i) The most probable price which a property should bring in a competitive
   and open market under all conditions requisite to a fair sale, the buyer and
   seller, each acting prudently, knowledgeably and assuming the price is not
   affected by undue stimulus. Implicit in this definition is the consummation
   of a sale as of a specified date and the passing of title from seller to
   buyer under conditions whereby:

      A. buyer and seller are typically motivated;
      B. both parties are well  informed or well  advised,  and each acting
         in what he considers his own best interest;
      C. a reasonable time is allowed for exposure in the open market;
      D. payment  is made in  terms  of cash in US  dollars  or in terms of
         financial arrangements comparable thereto; and
      E. the price represents a normal  consideration for the property sold
         unaffected by special or creative financing or sales concessions
         granted by anyone associated with the sale.

(ii) Adjustments to the comparables must be made for special or creative
financing or sales concessions. No adjustments are necessary for those costs
that are normally paid by sellers as a result of tradition or law in a market
area; these cost are readily identifiable since the seller pays these costs in
virtually all sales transactions. Special or creative financing adjustments can
be made to the comparable property by comparisons to financing terms offered by
a third party institution lender that is not already involved in the property or
transaction. Any adjustment should not be calculated on a mechanical dollar for
dollar cost of the financing or concession, but the dollar amount of any
adjustment should approximate the market's reaction to the financing or
concessions based on the appraiser's judgment."

Going Concern Value
According to the Dictionary of Real Estate Appraisal, Third Edition, going
concern value is defined as: the value created by a proven operation; considered
as a separate entity to be valued with a specific business establishment.

- ----------

(2) This definition of market value is predicated on the Uniform Standards of
Professional Appraisal Practice (USPAP) and fully complies with those
requirements mandated by the Office of Thrift Supervision (OTS), Office of the
Comptroller of Currency (OCC), Federal Deposit Insurance Corporation (FDIC),
National Credit Union Administration (NCUA), Federal Home Loan Bank Board
(FHLBB), and the Resolution Trust Corporation (RTC).


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James Ratkovich & Associates, Inc.                                            15
<PAGE>

================================================================================


                               [GRAPHIC OMITTED]


================================================================================

                                 Regional Map


                                                                              16
<PAGE>

617 Nampa Boulevard, Nampa, ID


                              REGIONAL OVERVIEW

Location
The subject property, located in Nampa, Idaho is located in Eastern, Canyon
County in Southwest Idaho. Nampa is approximately 15 miles west of Boise, the
State's capital and largest city, and 25 miles east of the Oregon State line.
Interstate 84, the major east/west running freeway abuts the City of Nampa along
its northern boundary. Nampa's proximity to other major cities in the region is
as follows:

                           NAMPA - PROXIMITY TABLE
          ============================================================
                City              Approximate        Direction From
                                   Air Miles              Nampa
          ============================================================
                Boise              15 miles             Southeast
              Portland             320 miles            Northwest
               Seattle             375 miles            Northwest
               Spokane             390 miles              North
           Salt Lake City          260 miles            Southeast
          ============================================================

Area Characteristics
Nampa is the largest city in Canyon County with a 1996 population of
approximately 35,000. The city is situated on a level valley, with mountains to
the northeast and southwest. The city initially developed in the late 1800s
along the south perimeter of the rail line which later became the Union Pacific
Railroad. Over time, the city expanded to the south, and later to the west and
north.

The county economy is agriculturally based. Farmland is irrigated, either
through a series of irrigation canals originating from the Boise River and/or
pumping from the Snake River and a number of deep-water irrigation wells.
Although Canyon County only ranks 39th of 44 Idaho counties in size, it produces
ten percent of the state's agricultural income. The county ranks 47th among
3,079 counties nationwide in agricultural production. Approximately 84 percent
of the land in canyon County is used for agricultural production. As a product
of the agricultural base, a number of manufacturing and processing businesses
are headquartered in the county, typically either in Nampa or Caldwell. Canyon
County also ranks first among counties nationwide in production of livestock,
including horses, cows, sheep, pigs, and other animals. Much of the meat is
processed in Nampa and Caldwell at several packing plants. There are also
125,000 head of cattle, helping to make the county second nationally in dairy
production.


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James Ratkovich & Associates, Inc.                                            17
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617 Nampa Boulevard, Nampa, ID


REGIONAL OVERVIEW (continued)

Due to Boise's close proximity and effect on the city of Nampa, a brief
discussion of the state's capital follows. Boise estimate a population of
approximately 128,000 and Ada County contains approximately 207,000. The
economic base is largely founded upon retail and wholesale trade, government,
service industry and manufacturing employment. All of these, with exception of
government, are in turn partly dependent upon the agricultural, mining and
forest resources of the surrounding area. Current conditions have improved in
the mining and agriculture industries. The strengthening of the local economy is
partly due to the success and expansions of Micron Industries (a computer chip
manufacturing and research center) and Hewlett Packard. In addition, one of the
largest shopping malls in the Northwest was recently completed. The building
industry activity has increased as evidenced by last year's and this year's new
housing starts and increased building permits. The cause of the oncoming growth
for Boise is due in part of a concerted effort by concerned business and
political leaders to promote Boise. The marketing strategies have proven
effective in bring new industry and in revitalizing the downtown area. Also,
relocating companies find values in this area more reasonable than many larger
metropolitan areas.

The county elevation is approximately 2,500 feet above sea level. The climate is
naturally beneficial to the agricultural spectrum; average maximum July
temperature is 90.4 degrees; average maximum January temperature is 37 degrees.
The average annual rainfall is 11.7 inches.

Population/Employment Characteristics
Nampa and Canyon County have experienced steady growth during the past decade.
Between 1980 and 1990, the county population increased eight percent, the city
of Nampa, 13 percent. In the past five years, both employment and population
growth have accelerated. The growth is due primarily to the expansion of
existing businesses as well as the relocation of several others, primarily
Micron Electronics and Zilog.

                            POPULATION COMPARISON
                      ====================================
                         Year     Canyon Co.     Nampa
                      ------------------------------------
                         1970       61,138      20,768
                         1980       83,756      25,112
                         1988       89,900      28,320
                         1990       90,076      28,365
                         1993       100,000     30,797
                         1995       108,510     *35,333
                      ====================================

                     *July 1994 is more current available

                  Source:Idaho Department of Commerce; Bureau of Census;
                        Nampa City Chamber of Commerce


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James Ratkovich & Associates, Inc.                                            18
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617 Nampa Boulevard, Nampa, ID


REGIONAL OVERVIEW (continued)

                       MAJOR EMPLOYERS - CANYON COUNTY
===============================================================================
Company                                          Canyon County Employees
                                           -------------------------------------
                                            Mar. 1992  Sept. 1993   Apr. 1996
===============================================================================
Micron                                             N/A         700       1,500
Idaho State School and Hospital                    500         550         450
Amalgamated Sugar Company                          480    400-600*         400
Mercy Medical Center                               476         590  Not avail.
Zilog Mfg.                                         450         515         600
Armour Food Co. - Con Agra Fresh Meats             425         400         550
Carnation Co. - Processed Potato Division          350         350         360
Union Pacific Railroad                             350         230        190+/-
Selkirk Metalbestos, Inc.                          200         200         208
Woodgrain Millwork, Inc.                           200         225         250
Pacific Press Publishing                           187         195         200
Nampa School District                              175         830       1,072
Northwest Nazarene College                         165         160         190
Swiss Village Cheese Co.                           100          75         175
Idaho Press Tribute                                 85         121         145
United Heritage (formerly Grange Mutual             72          80          76
life)                                               65         118         200
J.R. Simplot Packing Co.                            **         120        150+/-
Boise Cascade Corrugated Cardboard                  **          60          60
Brown Bus Co.                                       **          90         102
Idaho Sand and Gravel                               **         250         300
Fleetwood Mobile Homes                              **         160         120
Aluma Glass                                         **         200         190
Fred Meyer

===============================================================================

The most prominent employer in Nampa is Micron Computer. In 1993, Micron started
in a rented warehouse of 16,000 square feet. In 1994, they constructed a 100,000
square foot warehouse/manufacturing facility and expanded employment to 700. In
1995-96, the facility was expanded to 300,000 square feet; employment was 1,200
in fall 1995, with 2,000+/- anticipated by fall 1996. The most current expansion
of Micron, a 216,000 Sf manufacturing facility is under construction
approximately 1/2 mile north of the subject property. This facility should
create 900 and 1,200 new jobs in 1997-1998.

Personal income in Canyon County has been steadily increasing, albeit there had
been periods in which income has been stagnant to declining as a product of the
agricultural-based economy. The table on the following page highlights the
growth in income, as well as providing a comparison to neighboring Ada County,
Gem County, and the state average.


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James Ratkovich & Associates, Inc.                                            19
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617 Nampa Boulevard, Nampa, ID


REGIONAL OVERVIEW (continued)


                          REGIONAL PER CAPITA INCOME
         ================================================================
               Canyon County       Gem           Ada        Idaho State
                                 County         County        Average
         ================================================================
         1985      $9,475        $10,652       $13,897        $10,882
         1990     $13,147        $12,683       $18,784        $15,249
         1993     $14,686        $15,714       $22,445        $17,512
         ================================================================
         Source:  Idaho Department of Commerce

Commercial Growth
In the late 1970s, Nampa experienced a period of rapid residential,
multi-family, and commercial construction. With the general down-turn in
commodities prices in the early 1980s, the growth stagnated significantly.
Beginning in about 1987, a resurgence was experienced, particularly with the
expansion of the industrial employment base. Zilog Manufacturing expanded
significantly, Pacific Press Publishing, a Seventh-Day Adventist business,
constructed new, and several other businesses expanded. For review, the level of
commercial and residential construction experienced for Nampa, Caldwell, and
Canyon County, for the past several years, is highlighted on the following page.

<TABLE>
<CAPTION>
                          CONSTRUCTION SUMMARY TABLE
==================================================================================
                Nampa                  Caldwell          Unincorporated Canyon
                                                                  County
- ----------------------------------------------------------------------------------
Year    New SF      Commercial   New SF      Comm. &      New SF     Commercial
       Dwellings  and Remodel /  Dwellings  Remodel/   Dwellings /   and Remodel
        / Value       Value       / Value     Value       Value       / Value
- ----------------------------------------------------------------------------------
<C>   <C>           <C>          <C>        <C>         <C>          <C>     
1995  689/$54.4M    NA/$40.7M    69/$5.5M   NA/$22.8M   393/$34.1M   NA/$18.57 M
- ----------------------------------------------------------------------------------
1994  411/$36.0M    NA/$55.9M    85/$5.39M  171/$8.0M   571/$47.6M   445/$13.0M
- ----------------------------------------------------------------------------------
1993  275/$26.4M    787/$14.1M   89/$6.0M   248/$8.9M   524/$44.7M    401/$7.7M
- ----------------------------------------------------------------------------------
1992  270/$18.1M    725/$7.5M    53/$3.2M   210/$3.5M   437/$32.8M   450/$12.2M
- ----------------------------------------------------------------------------------
1991  195/$13.3M    698/$9.4M    39/$2.3M  169/$6.47M   281/$23.0M    381/$9.7M
- ----------------------------------------------------------------------------------
1990   151/$9.4M    573/$6.5M    42/$2.4M  175/$14.2M   168/$13.8M    498/$5.1M
- ----------------------------------------------------------------------------------
1989   86/$4.9M     440/$14.9M   28/$1.4M   164/$2.7M   165/$10.7M    425/$7.6M
- ----------------------------------------------------------------------------------
1988   64/$3.2M     413/$9.4M    13/$0.9M   183/$2.7M   123/$7.3M     363/$8.9M
==================================================================================
</TABLE>


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James Ratkovich & Associates, Inc.                                            20
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617 Nampa Boulevard, Nampa, ID


REGIONAL OVERVIEW (continued)


Today, some 1,259 acres exist inside the city limits zoned for industrial use
with approximately 500 acres vacant, available in parcels from 1 to 30 acres.
Some 68 acres of commercially zoned property exists and prices vary with
location and approximately 70 percent is occupied. Terrain is mostly level with
good drainage. The water department maintains two systems, one for domestic
water and one for irrigation. Supply for municipal use is from ten deep wells
and has a 575,000-gallon storage tank. Adequate water exists for continued
commercial and residential growth. The newly remodeled waste water treatment
plant has the capacity to treat 19 million gallons per day, which is equivalent
to that needed to serve a population of 250,000.

Utilities available within the community include electricity, natural gas,
telephone service, sewer service, municipal water, and irrigation. The capacity
of systems should meet the community growth characteristics for the foreseeable
future.

Within the city limits of Nampa, there are two television stations, KIVI
(Channel 6) and KTRV (Channel 12). There is one daily newspaper, the Idaho Press
Tribute.

Summary - Canyon County's agricultural base dominates employment and industry in
the county. There has been substantial recent manufacturing growth, such as
Micron Electronics, Zilog, and Pacific Press Publishing, as well as growth in
smaller manufacturing and agricultural service businesses. During the past
several years, the county, and Nampa in particular, has experienced accelerated
growth both in population and employment. The city's proximity to Boise and Ada
County has also allowed it to share in the exceptional growth in the state's
capital over the last several years. These positive economic and social factors
are expected to continue near term.


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James Ratkovich & Associates, Inc.                                            21
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                               [GRAPHIC OMITTED]


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                                    Area Map


                                                                              22
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617 Nampa Boulevard, Nampa, ID


                                    AREA DATA

Neighborhood Description
The Appraisal Institute defines a neighborhood as "a group of complementary land
uses" (4). A Neighborhood may be more specifically defined as "a portion of a
larger community, or an entire community, in which there is a homogeneous
grouping of inhabitants, buildings or business enterprises." (4)
"...neighborhood boundaries may consist of well defined natural or manmade
barriers or they may be more or less well defined by a distinct change in land
use..."(3)

The subject neighborhood is located in the northeast quadrant of the city of
Nampa on the north side of Interstate 84, at the Franklin Boulevard interchange.
Nampa is located in the middle of southwestern Idaho's Treasure Valley, a major
crossroads of national transportation routes including the Union Pacific
Railroad and Interstate 84 both located less than one mile south of the subject
property. This neighborhood is roughly 1 mile north of the Central Business
District of Nampa, and has experienced periods of growth and development
punctuated by periods of relative dormancy.

This neighborhood has historically been regarded as a secondary location
relative to the more established commercial/retail and office districts of the
city. However the subject is located on the primary access route between I-84
and the central business district of Nampa. The recent path of growth in the
northern and northeast sections of the city is dominated by the 216,000 square
foot expansion of Micron Electronics to the northeast of the subject property,
and the proposed redevelopment of properties owned by Amalgamated Sugar to the
north of I-84. The boundaries of this neighborhood orient around Nampa Boulevard
and Interstate 84 and may be defined as follows:

      South: Caldwell Boulevard; Nampa Central Business District
      West:  Midland Boulevard; 0.5 mile to the west
      East:  N. Franklin Blvd.; 1.0 mile to the east
      North: I-84; 0.10 mile to the north

Area Development Trends
The subject property is located in an area we believe is poised for future
growth and development for several important reasons. First, a major expansion
of the manufacturing facilities of Micron Electronics is likely to have a
catalyzing effect on the commercial and industrial districts to the north and
east of the subject site. Development of this 216,000 facility will eventually
result in the creation of approximately 900-1200 jobs, and will be a magnet for
other high technology manufacturing companies and second tier manufacturers and
suppliers.

- ----------
(3) The Appraisal of Real Estate; 10th Edition, The Appraisal Institute; 1992


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James Ratkovich & Associates, Inc.                                            23
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617 Nampa Boulevard, Nampa, ID


Neighborhood Description (continued)

Second, the proposed development of a $200 million theme park to be known as
Sweetwater Junction has been planned for a 150 acre campus in northeast Nampa.
Also known as the "Field of Dreams", the project will encompass a branch campus
of Boise State University, a golf course, the Snake River Stampede Events center
(Rodeo), and numerous shopping areas, restaurants and hotels. Also proposed are
a movie production studio, a water park, a recreation vehicle park and a 15 acre
business park. Depending on the actual execution of this ambitious project,
Nampa will become the focus of much greater attention and will attract not only
other new businesses, but also new residential development and commercial
support services.

Third, transportation and infrastructure projects to be funded by development
fees and impact fees will enhance the access and development potential of the
neighborhood, and will significantly increase traffic capacity to the subject
area. Major improvements to Interstate 84 at the Nampa Boulevard intersection
already underway are scheduled for completion between 1998 and 2000. These
circulation improvements will enhance access to the northern and northeast
sections of Nampa, and should facilitate future residential subdivision activity
in the neighborhood of the Centennial Golf Course, as well.

Development Trends
To the north of the subject property we find abundant evidence of new
development activity. This neighborhood has historically been dominated by
agricultural uses, but has during the last several years shown a clear trend
toward light manufacturing and high technology manufacturing. The dominant
zoning in the corridor north if I-84 is "IL", a light manufacturing and
industrial classification, supporting clean manufacturing and distribution
related uses. The previously mentioned Micron Electronics facility presently
under construction is representative of this trend. The fairly new Franklin
Commercial Park located on the north side of Shilo Drive, across the street from
the Shilo Inn - Nampa Suites, is a smaller scale example of this same trend. A
number of contractors, and small manufacturers populate this business Park.

To the south of I-84 evidence of new development along Nampa Blvd. includes a
proposed Inn of America to be built adjacent to the subject site. Further south
on Nampa Blvd. recent land sale activity reveals plans to develop new
apartments, senior housing and mini-storage facilities during 1996 and 1997. On
Franklin Road to the east of the subject a relatively new Chevron/Mini-Mart (R&V
Convenience Mart) was built in 1991 and expanded in 1995; a major expansion of
the Texaco/Jackson's Food Store with a five-bay truck service canopy and
enlarged convenience mart, is presently under construction. Other new
development projects on the south side of I-84 also includes an 84 room Sleep
Inn which opened for business in September 1996. Several new residential
subdivisions to the south and east of the subject which are accessed from
Franklin Boulevard and Sixth Street, are presently under development. New home
prices are in the range of $79,000 to $115,000, while older first generation
properties tend to run in the $40,000 to $70,000 price range.


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James Ratkovich & Associates, Inc.                                            24
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617 Nampa Boulevard, Nampa, ID


Neighborhood Description (continued)

Vacant land is fairly abundant although commercially zoned sites with direct
freeway exposure and direct on-ramp/off-ramp access are scarcer and more costly.
Evidence of market transition and price inflation is clear in this market area.
These trends will be explored further in the land sales analysis in the
Valuation sections. The trend of rezoning Agricultural land to commercial (BC
and BF) zones is likely to continue, and may even accelerate as major new
projects increase interest and activity in the new growth areas of Nampa. Again,
the major expansion of Micron Electronics and the proposed Sweetwater Junction
development will probably have a significant positive impact on development
trends and land values through the early 2000's.

Transportation and Community Services
As noted in the Neighborhood Description/Introduction, Nampa is located at a
crossroads of several major transportation systems, including the Union Pacific
Railroad, Interstate 84 and the largest regional airport facility in Idaho,
Boise Air Terminal. Vehicular traffic is serviced by I-84 with major
intersections at each commercial or business center along the interstate.
Additionally, Highways 20, 26 and 30 are secondary east/west oriented highways
which link outlying towns such as Eagle and Middleton as well as Nampa and
Meridian to major transportation routes and the Boise metropolitan area. The
major north/south routes in the area are US-95, which links the northern
panhandle counties and Spokane to southern Idaho; and SR-55 and SR-68 which link
Eagle and Kuna respectively to I-84.

Commercial air service is available to most major cities from the Boise Air
Terminal located approximately 15 miles southeast of the subject neighborhood.
National carriers including Southwest, United, Northwest, and Delta Airlines
service the greater market area. Private and charter air service is also
available at the Nampa Municipal Airport and the Caldwell Municipal Airport
northwest of the subject neighborhood. Other ground transportation options
available in the Nampa area include Amtrak passenger rail service; Greyhound Bus
lines; Private and city Cab services, and numerous car rental agencies.

Nampa is well served with recreational facilities including 7 city parks; 15
tennis courts; 9 swimming pools (two outdoor); one 18-hole golf course
(Centennial); 12 baseball/softball fields; 4 soccer fields and the Snake River
Stampede rodeo grounds.

Medical services are provided by Mercy Medical Center, a 152 bed community
facility located in Nampa. Two regional facilities are located within 20 miles
in Boise. The community is also served by 65 licensed physicians, 24 dentists
and a wide range of nurse/practitioner specialists. Approximately 10 residential
care facilities also serve the community providing a full range of convalescent
care, congregate living facilities, and senior retirement residential options.


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James Ratkovich & Associates, Inc.                                            25
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617 Nampa Boulevard, Nampa, ID


Neighborhood Description (continued)

The educational needs of the community are provided for with numerous day care
facilities; 7 preschools; 6 public and 6 private kindergartens; 11 public, 1
private and 4 parochial elementary schools; 3 public, 1 private and 1 parochial
junior high/middle schools; and 1 public, 2 private and 1 parochial high
schools. Post Secondary schools include Northwest Nazarene College (Nampa) a
Christian liberal arts college; Albertson College (Caldwell) private liberal
arts college; Boise State University (Boise), a public university, and BSU
Vocational Technical School also located in Nampa..

Summary

Regional and local neighborhood trends appear moderately favorable for continued
community growth and real estate equity growth. The economic growth of Canyon
County at large, and the city of Nampa specifically has been fueled by a
combination of robust growth in Ada County (Boise) and aggressive business
expansion in the west Treasure Valley led by Micron Electronics, and Zilog,
national computer manufacturers. Future growth and development in Nampa will
likely derive from secondary growth of commercial and business services related
to Micron, Zilog and Hewlett Packard which exert a dominant influence on the
local economy. Substantial growth and economic benefit may eventually be
realized with the development of Sweetwater Junction northeast of the subject
neighborhood. If this national recreation and entertainment center becomes a
reality, we envision a substantial benefit to the Shilo Inn - Nampa Suites
Hotel.. These benefits will likely translate in the form of higher ADR's and
higher average occupancies


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James Ratkovich & Associates, Inc.                                            26
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617 Nampa Boulevard, Nampa, ID


                           Hotel Industry Overview

Shilo Inns Company is in the competitive limited-service hotel market. According
to Trends in the Hotel Industry, 1996, this segment of the lodging industry saw
a proliferation of new properties in the mid-1980s. It was seen as a favorable
segment with guest rooms that are frequently superior to full-service hotel
rooms at one-half to two-thirds the rate. For hotel managers the properties are
simple to operate and for ownership and lenders, they provide higher profit
margins and lower risk. The limited service hotel segment appears to have
matured and is lagging the industry as a whole but have still achieved in 1995
an aggregate occupancy of 70 percent and average room rates increased 5.9
percent and 41.8 percent average operating profit. Its market demand is reported
at 51.4 percent tourist and 45.8 percent business with the balance allocated to
conventions and conferences.

Shilo Inns typically provides an example of a good limited service hotel
property. Their hotels typically have clean and modern properties with good
access, exposure and on-site parking. The interiors typically contain a
comfortable lobby with check-in counter, one or more meeting rooms, fitness
center, swimming pool, spa, as well as satellite TV, airport shuttle service and
free daily newspapers. Major competitors to the Shilo Inn chain in its market
place include Holiday Inn Express, Comfort Suites, Phoenix Inns, Radisson,
Ramada and some Best Western franchises. The Residence Inns and Marriott
Courtyards cater to a higher priced market sector and are above the subject
segment.

The national limited-service hotel market is experiencing steady growth after
several years of sluggish economic conditions. Overall, market conditions are
continuing to improve, occupancies are higher, concessions are decreasing, and
revenues are beginning to rise. Gross Domestic Product, often an indicator of
travel patterns, is projected to grow at 2.5 percent to 3.0 percent in 1996.
Hotel occupancy for the nation is expected to rise to 71.2 percent, while the
average daily rate is anticipated to grow to $88.10. In general, modest but
stable growth and little inflation are likely to characterize the regional
economy in 1996 and 1997. The following table shows a summary of the US Lodging
Industry's 1995 Regional Performance:

================================================================================
                               Occupancy                   Average Daily Rate
- --------------------------------------------------------------------------------
                        1995     1994    Variance    1995      1994    Variance
     New England       74.3%t    72.0%     3.2%    $131.90   $125.23     5.3%
    Mid Atlantic
    North Central       69.6%    68.6%t    1.3%      82.59     79.41     4.0%
   South Atlantic       70.1%    68.2%t    2.8%      80.51     77.88     3.4%
    South Central       68.7%    67.7%t    1.5%      68.39     65.61     4.2%
  Mountain/ Pacific     71.4%    70.1%     1.7%      87.69     83.70     4.8%
     Nationwide         70.6%    69.2%     2.0%    $ 85.92   $ 82.21     4.5%
- --------------------------------------------------------------------------------
Note: Average property size = 210 rooms          Source: PKF Consulting


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James Ratkovich & Associates, Inc.                                            27
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617 Nampa Boulevard, Nampa, ID


Hotel Industry Overview (continued)

Investors are seeking limited-service hotels with upside potential in many
regions of the country, including the Mountain and Pacific Regions, which
encompasses the states west of the Continental Divide. 1996 and 1997 are
forecast to have an annual average demand growth rate of 3.6 percent to 3.8
percent and RevPAR (room revenue per available room) growth of 5.2 percent to
7.3 percent according to the April 1995 issue of Coopers & Lybrand's Hospitality
Directions. Further, this region outstripped the rest of the country in Rooms
Demand with a 3.7 percent average percent change and a modest supply increase of
only 1.6 percent as shown in the table below.

             ======================================================
                                    Rooms Demand    Rooms Supply
                                  Average percent      Average
                                       Change      percent Change
             ------------------------------------------------------
             New England                2.5%            1.2%
             South/Middle Atlantic      3.1%            1.4%
             East South/North Central   3.4%            1.6%
             WestSouth/North Central    3.2%            1.3%
             Mountain                   3.7%            1.6%
             Pacific                    2.8%            2.8%
             ------------------------------------------------------

Investors cite improving operating results, a limited new full-service supply,
and the relative scarcity of new development financing as influencing factors
underlying the strong interest in this segment. In fact, many investors have
stated that full-service hotels are considered the best hotel investment
opportunity for 1996. In late 1995, investors were purchasing limited-service
hotels at 70 percent of replacement cost; however, the inventory of quality
full-service hotels is dwindling and competition is increasing. One of the more
desirable acquisition targets is re-flagging a property in a major hotel chain
that commands immediate brand name recognition and offers strong reservation and
marketing systems.

New construction activity is expected to surge as investors target secondary and
tertiary locations where an aging room supply exists and many operators are
unwilling or unable to invest in room modernization. New construction between
1995 and 1997 is expected to be 40 percent higher than 1990 to 1993. Supply
growth will edge up approximately 1.5 percent in 1996 and 1997, but is still
below the 2.4 percent average growth rate that prevailed in the 1970s.

Renovation costs are a significant consideration in hotel investors'
determination of price/value and return requirements. The majority of market
participants anticipate that soft goods refurbishment be completed every five to
seven years and a total refurbishment be completed every 10 years. In factoring
these costs into price/value, investors typically attempt to discount them from
the price/value; however, they are not always successful. An investor who
intends to purchase a property, upgrade and reposition it will forecast higher
renovation and property improvement costs than one who is not seeking to
"reflag" the property. Thus, the first investor of an older property has less
room for negotiation.


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James Ratkovich & Associates, Inc.                                            28
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617 Nampa Boulevard, Nampa, ID


Hotel Industry Overview (continued)

Investors continue to base pricing on historical 12-months cash flow and are
less willing to pay for any upside potential. Nearly 58 percent of participants
in a recent Coopers & Lybrand's poll reported that they capitalize their prior
12 months income.

Investors also prefer fee simple purchases to ground leases; however, in high
density locations such as the central business district or airport areas, ground
leases are generally in-place. Almost all investors look at the potential of
buying out the lease or renegotiating the terms. Leases tend to be calculated on
either a fixed payment or a percentage of revenue basis, with investors shying
away from percentage payments.

The following table shows a summary of major hotel transactions. The survey was
conducted by Hospitality Associates and covers the years 1991 to 1995. There is
a clear trend showing both increased activity and prices paid since 1992 when,
many believe, the market bottomed out for hotel sales.

            ---------------------------------------------------------------
             Year      Number of        Number of      Average Price Per
                      Transactions        Rooms              Room
            ---------------------------------------------------------------
             1995         107            38,135            $83,000
             1994          83            30,452             76,000
             1993          40            15,825             74,000
             1992          41            17,219             63,000
             1991          52            15,806             87,000
            ---------------------------------------------------------------

While financing has been constrained in past years, debt financing sources have
begun to ease credit terms and Wall Street firms and institutional money sources
are targeting hotel investments. Lenders who are active in hotel debt financing
include insurance companies, banking institutions, and finance/credit companies
such as Finova Capital Corporation, Heller Financial, and GE Capital
Corporation. Publicly traded companies such as Host Marriott, Prime Motor Inns,
and Felcor Suite Hotels are aggressively pursuing acquisitions. Many lenders are
offering secondary financing above 80 percent loan to value ratios. REITs are
becoming aggressive in purchasing hotels. This is especially true of Patriot
American Hospitality, Inc., the largest REIT, which filed an initial public
offering (IPO) with the SEC in late September 1995 and raised more than $350
million.

As a result of increased financing availability, investors have benefited by
more favorable long-term financing. For instance, the first quarter 1995,
American Council of Life Insurance Companies` (ACLI) average interest rate was
9.41 percent. Typically loans are indexed to the prime rate, treasury rate or
LIBOR. The range of loan amortization is from 15 to 25 years with 20 years being
average. A typical loan-to-value ratio is 50 percent to 75 percent with the
average reported at 63 percent. Debt-coverage-ratios have ranged between 1.25
percent to 1.50 percent with 1.40 percent being average.


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James Ratkovich & Associates, Inc.                                            29
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617 Nampa Boulevard, Nampa, ID


Hotel Industry Overview (continued)

Full-service hotels are considered most vulnerable to new competition,
particularly from newly built, limited-service chain hotels. In addition, they
suffer from operating deficiencies, including high property operation and
maintenance costs, utility expenses, and upgrading, which erode profitability.
Because it is likely that new construction funds will increase the competitive
supply of both limited and full service hotel rooms by late 1996 and 1997,
owners of older properties are advised to reinvest in the physical plant to
cement guest loyalty. Owners are now beginning to realize that historical
reserve funding levels, typically between 3 percent to 4 percent of total
revenues, are insufficient to fund necessary capital improvements over the life
of a property. Actual capital expenditures for well-maintained properties often
exceed 7 percent of total revenue.

Job growth, the most important indicator of sustained demand for real estate,
continues to substantially trail general economic growth. In fact, many are
calling our current economy a "jobless recovery." No immediate acceleration is
anticipated, due to factors such as improved productivity in many industries and
overall caution on the part of employers.

As stated, it is likely that additional sources of capital will provide
opportunities. Further, many market participants believe that rising inflation
with have a positive net effect on earnings as room revenue is expected to
out-strip increases in operating costs. Trade agreements such as GATT should
have a positive effect on the hotel industry, and the advent of low-cost
airlines will promote more travel and higher occupancies.

New ideas, especially new ideas in technology, continue to be one of the
industries in which the US is remaining competitive in global markets. As the US
achieves a higher level of technology, the hospitality industry has the
opportunity to implement this technology in areas where guests need it most:
checking into the hotel, and communications. Adopting new technology is an
opportunity for hotels to remain competitive and maintain and expand their
customer base. For instance, AT&T's telecommunication package, "Guest Works,"
improves call-processing, accounting and provides specialized voice messaging
through a server.

Selling expenses typically range from 2.5 percent to 5.0 percent of the total
purchase price. According to a national hotel/motel brokerage firm located in
Southern California, the marketing period for limited-service hotels ranges from
3.0 to 12.0 months with an average of 9.0 months. An average 90-day closing
period is typical (from the time a hotel is put under contract to closing).

The early 1990s have been cruel to the hospitality industry, but Shilo Inns has
gone against the grain.(4) Big national chains have been fighting to keep
troubled properties. Many retreated from hotel ownership to seek a relatively
safe haven as hotel management companies. Small independent operators, seeking
security in numbers, flocked to join national franchises.

- ----------
(4) "Portland Business Journal," May 31, 1993, Vol. 10, No. 14, p. 13.


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James Ratkovich & Associates, Inc.                                            30
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617 Nampa Boulevard, Nampa, ID


Hotel Industry Overview (continued)

The Shilo Inn capitalized on its regional identity and superior reputation to
make gains in its market areas. Mr. Mark Hemstreet, the owner and head of this
privately held company was quoted saying, "I'll take consistent management and a
good product any day over a good location. If guests are greeted with friendly
service and nice clean rooms, they'll come back to Shilo again and again." With
46 hotels and motels, Shilo has become a formidable chain in the West, owned by
just one person making it the 102nd largest lodging company in the world. The
company has about 2,000 employees in nine Western states. Shilo's "affordable
excellence" promotion strategy appears to have been successful in retaining its
core customer base. Shilo's size enables the company to not only get economies
of scale enabling its successful advertising and referral network, but also it
eliminates the need to associate with a costly franchise.

Mr. Hemstreet's willingness to invest in what may be considered secondary
locations goes against the trend of national operators. This provided Shilo Inns
with a competitive advantage, bringing them to maturing markets ahead of the
competition and providing a regional network of lodging facilities to service
their loyal guest base. They appeal to business travelers and tourists alike.
Further, Shilo Inns has continued to invest in renovation and upgrade of older
properties and has superior maintenance and replacements programs. Shilo Inns
has an effective company credo: to deliver consistently high standards from
friendly, efficient, and dedicated employees; and to provide clean, comfortable
and affordable accommodations.(5)

In general, we can conclude that the hotel industry is experiencing the best
growth since the trough of 1992. Increases in occupancies, average daily room
rates, and profitability has been reported throughout the industry in all market
segments. The following chart and accompanying table shows five key indications:

o     Average Daily Rate Change Rate
o     Operating Expense Change Rate
o     Free & Clear Equity Capitalization Rate
o     Residual Capitalization Rate
o     Free & Clear Equity Internal Rate of Return

- ----------
(5) "Oregon Business," October, 1993, Vol. 16, No. 10, p. 32.


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James Ratkovich & Associates, Inc.                                            31
<PAGE>

617 Nampa Boulevard, Nampa, ID


Hotel Industry Overview (continued)

                                [GRAPHIC OMITTED]

617 Nampa Boulevard, Nampa, ID

Hotel Industry Overview (continued)

                       National Full-Service Hotel Market
           From Coopers & Lybrand L.L.P. -- "Hospitality Directions"

                              [Bar graph omitted]
- --------------------------------------------------------------------------------
                 4th Qtr,'93 1st Qtr.'94  2nd Qtr.'94  3rd Qtr.'94  4th Qtr.'94 
- --------------------------------------------------------------------------------
ADR Chan           0.0278      0.0329        0.0315       0.0322       0.035    
- --------------------------------------------------------------------------------
Op. Exp. C         0.0344      0.0363        0.0354       0.0336       0.0355   
- --------------------------------------------------------------------------------
Equity Cap         0.1143      0.1148        0.115        0.1127       0.0992   
- --------------------------------------------------------------------------------
Residential C      0.1189      0.1148        0.115        0.114        0.1014   
- --------------------------------------------------------------------------------
Equity IRR         0.1505      0.1533        0.155        0.1575       0.1567   
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                 1st Qtr.'95  2nd Qtr.'95  3rd Qtr. 95  4th Qtr. 95 
- --------------------------------------------------------------------------------
ADR Chan           0.037       0.0383        0.0391       0.0417          
- --------------------------------------------------------------------------------
Op. Exp. C         0.0352      0.0345        0.0351       0.0348   
- --------------------------------------------------------------------------------
Equity Cap         0.1073      0.1088        0.109        0.1065   
- --------------------------------------------------------------------------------
Residential C      0.1086      0.1088        0.1078       0.1067   
- --------------------------------------------------------------------------------
Equity IRR         0.1523      0.1475        0.1496       0.1505   
- --------------------------------------------------------------------------------

o      Average Daily Rate Change Rate
This rate expresses the percentage change in the Average Daily Room Rate. Like
the capitalization rate change, there is a clear trend expressed by the ADRs. In
this case, the trend shows a steady increase in rates. Every quarter since the
2nd Quarter, 1994 has shown incremental increases with an average quarterly
increase of 3.64 percent.

o      Operating Expense Change Rate
Operating Expenses as a percent of revenues have stayed relatively flat or
stable at about 3.5 percent. This indicates that there are economies of scale in
larger revenues since operating expenses can be limited to a stable proportion
of revenues.


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James Ratkovich & Associates, Inc.                                            32
<PAGE>

617 Nampa Boulevard, Nampa, ID


Hotel Industry Overview (continued)

o      Free & Clear Equity Capitalization Rate
In contrast to the stability of the IRR, the Equity Capitalization rate (i.e.,
overall rate) is showing evidence of decline. A declining capitalization rate
indicates that investors are willing to accept a lower return from their
investment. It has been shown in the above narrative that sales have been
increasing. More purchasers in the market-place means more competition for a
finite supply, thus prices are increasing and investors must be willing to
accept a lesser capitalization rate. This type of trend encourages new
construction which, depending upon the extent of the construction, may stabilize
or even reverse the capitalization rate trend. It is not a given, however, that
occupancies and room rates will continue to increase. Based on available
information, it appears that the favorable trend will continue into 1997 and,
perhaps, beyond.

o      Residual Capitalization Rate
As would be expected, residual capitalization rates have declined consistent
with equity (or overall) capitalization rates

Summary
A dramatic strengthening of industry profits may be expected for 1996 and 1997
given the Coopers & Lybrand forecast. Major contributing factors include healthy
revenue expansion, modest increases in major expenses, continued productivity
gains, and below-average supply growth. Profits per available room are projected
to rise to $2,900 in 1996, and $3,500 in 1997.

There is a significant need to maintain and modernize older full-service hotels.
Shilo Inns has made a commitment to maintaining high-quality, attractive hotels.
Shilo has taken a "saturation" approach to expansion by locating throughout the
Pacific Northwest. Although not a franchise, the Shilo Inns name is recognizable
and has a loyal following. The Shilo Inn name is certainly beneficial in this
region and probably largely responsible for the success of the
off-the-beaten-path locations. Because Shilo is privately owned and Mark S.
Hemstreet is truly an industry insider, it is likely that Shilo Inns are better
managed due to his oversight.

Overall economic trends are positive in the Pacific Northwest and surrounding
regions. This is contributing to the growth in the lodging industry and these
trends appear to be sustainable through the few years. New additions of supply
are expected to provide stiff competition to existing properties and much of
this is coming from Holiday Inn Express and some Comfort Suites. However, Shilo
Inns typically have one of the best locations in its local market areas and with
their efficient management and continuos maintenance programs they should be
able to maintain their market share, if not increase it at he expense of less
competitive properties. Clearly, the trend in the limited service lodging
industry continues to be towards "suite" properties. Shilo Inns has many such
properties and generally provide good size rooms with market desired amenities
at an affordable price. Given the positive economic trends in the many of the
markets Shilo Inns is located, central reservation system, large guest following
and solid management structure with efficiencies in purchasing and marketing it
is reasonable to conclude that the Shilo Inns will continue to be a successful
chain with a positive outlook for the foreseeable future.


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James Ratkovich & Associates, Inc.                                            33
<PAGE>

617 Nampa Boulevard, Nampa, ID


                                SITE DESCRIPTION

As shown on the plat map located at the end of this section, the subject site is
an irregular shaped lot, shown on the plat map located on the next page, the
subject site is an irregular shaped lot, located on Nampa Boulevard exit (#35)
in the southwest quadrant of the I-84 intersection. The official address of the
subject site is 617 Nampa Boulevard, Nampa, Idaho. Site area calculations made
by the Canyon County assessors office and county engineer indicate a site area
of 1.04 acres or 45,300 square feet.

Visibility and Access
The subject site has excellent visibility to both freeway traffic carried on
Interstate 84, and surface arterial traffic on Nampa Boulevard. Average daily
traffic exposure exceeds 40,000 vpd according to data compiled by the Idaho
Transportation Department. Ingress access to the subject site is from a single
double wide approach from Nampa Boulevard. Landmark signage along Nampa
Boulevard identifies the subject property from points to the east and west of
exit 35. Visibility may be affected by the future development of the vacant site
to the north of the subject when that occurs.

Off-Site Improvements
Nampa Boulevard is a major north/south arterial with approximately 75 feet of
right of way, and which is improved with a two lanes of traffic in each
direction, but no left turn median. It is a city and state maintained State
Highway constructed with asphaltic concrete surface, steel reinforced,
poured-in-place concrete sidewalks, curbs, gutters and approach aprons along the
subject property line. Overhead street lighting is maintained by the City of
Nampa at the intersection ramps, and along the Nampa Blvd. right of way. The
curb to curb width of the asphalt paved street is 64 feet. Public utilities are
all provided through underground feeds directly to the subject property.

Topography and Drainage
The subject lot is essentially level and appears to drain through on site
drywell collectors which feed into the city of Nampa waste water/sewer system.
All drainage facilities were clear of debris and appeared to be well maintained
during our property inspections. The subject site is NOT LOCATED in a FEMA
designated flood hazard zone, according to Community Map Panel No. 160038 001,
dated September 28, 1984. The subject site is approximately 0.25 miles north of
Indian Creek, the primary drainage channel serving the subject neighborhood,
which is identified as being in the 100 year plain.


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James Ratkovich & Associates, Inc.                                            34
<PAGE>

617 Nampa Boulevard, Nampa, ID


SITE DESCRIPTION(Continued)

Surrounding Uses
The subject site is located in a secondary commercial district adjacent to
Interstate 84 at exit 35, Nampa Boulevard. The major commercial core of Nampa is
approximately 1.25 miles south of the subject and features a mix of shopping
centers, restaurants, commercial and business services and regional
transportation systems. The survey of surrounding land uses in proximity to the
subject site is summarized below.

      North: Vacant 6.60 acre site which will be developed in 1997 as an
             Inn of America, by F&C Corporation. I-84 right of way.
      South: Denny's Restaurant and the Broadmore Golf Course
      East:  Super 8 Motel - approximately 8 acres of parking for long-haul
             tractor trailer rigs
      West:  Vacant 6.60 acre site which will be developed in 1997 as an Inn
             of America.

Zoning
The subject site is zoned BC (Community Business) according to the Planning
Department of the City of Nampa. This is a specific commercial zoning class
which is intended to create, preserve and enhance areas with a wide range of
retail sales and service establishments serving both long and short-term needs
in compact locations typically appropriate to commercial clusters near
intersections of major thoroughfares. This District also includes some
development which does not strictly fit the description of this classification
but also does not merit a separate zoning district of its own. Specific
characteristics of the BC zone are as follows:

      Height Limit:       Buildings over 65' require commission approval, except
                          adjacent to residential zone where building shall not
                          exceed max. height for residential uses.
      Max. Site Coverage: None Specified
      Min. Lot Size:      None Specified
      Setbacks:           None Specified except 20 feet shall be required on all
                          lots fronting on functionally classified arterial or
                          collector streets.
      Parking Required:   61 spaces:  one per guest room.
      Parking Provided:   61 spaces by physical count.


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James Ratkovich & Associates, Inc.                                            35
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617 Nampa Boulevard, Nampa, ID


SITE DESCRIPTION(Continued)

Traffic
Traffic data compiled by the City of Nampa and the Idaho Transportation
Department is summarized below: These data represent average daily traffic
(ADT), expressed as daily average of annual traffic volume. The daily average is
expressed in average vehicles per day (VPD).
    1)    Interstate 84, w/o US-95, bi-directional ADT:           31,000 VPD
    2)    Nampa Boulevard, S/O I-84:                              16,000 VPD

Soils
No soils report was provided to the appraisers. We have inspected the building
interior corridors, ground floor slab areas, parking lots, and surrounding
parcels for evidence of subsidence, heaving or separation cracking. None of
these effects was evident from our inspections. Therefore, it is assumed that
the subject soils and subsoil's have of adequate load-bearing capacity to
support the existing improvements, although this opinion is in no way to be
construed as having the weight of a professional engineer's opinion. Such
matters are clearly beyond the expertise of the appraiser to determine and
beyond the scope of this appraisal assignment. If a conclusive opinion is
required the services of a properly licensed professional engineer should be
retained.

Environmental Hazards
As part of our due diligence process the appraisers physically inspected the
subject property for obvious physical evidences of potential sources of
contamination. Nowhere on or adjacent to the subject property did we detect the
presence of suspicious drums or containers, stressed vegetation, surface soil
discoloration's, unaccounted for seepage, noxious odors, or other common
evidences of potential contamination.

Seismic
The subject site is NOT LOCATED within a Seismic Special Study Zone. The 1994
Uniform Building Code (UBC) identifies the region as a Zone 2B risk area, which
is characterized as having low to moderate seismicity and moderate seismic
engineering requirements


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617 Nampa Boulevard, Nampa, ID


SITE DESCRIPTION(Continued)

Utilities
All utilities are available to the subject site. Utility providers confirmed
with planning and building officials are summarized below.

      Culinary Water:         City of Nampa
      Sanitary Sewer:         City of Nampa
      Electric:               Idaho Power Company
      Natural Gas:            Intermountain Gas
      Telephone:              US West / AT&T Long Distance

Public Services provided to the subject property also include:

      Fire/Paramedic:         City of Nampa Fire Department
      Police:                 City of Nampa Police Department
                              Canyon County Sheriffs Department
                              Idaho State Police
      Health District:        Southwest Health District
      Refuse Collection:      Municipal Collection, County Disposal

Easements, Restrictions, CC&Rs, Adverse Encumbrances
The appraisers have not been supplied with a current Title Policy Commitment. We
have been unable to assess the potential for adverse easements or encumbrances
which may impact the subject property. Our inspections revealed no evidence of
prescriptive easements or other uses open and hostile to the rights and
interests of the current owners. However, it is strongly recommended that a
title policy update be purchased to ensure that no adverse interests have
impacted the current ownership interests before any further transactions are
pursued. The value conclusions outlined herein assume good and merchantable
title, without adverse encumbrances. If subsequent disclosures reveal that
adverse interests have been recorded against the subject property, the
appraisers reserve the right to modify the value conclusions reported herein.


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James Ratkovich & Associates, Inc.                                            37
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617 Nampa Boulevard, Nampa, ID


SITE DESCRIPTION(Continued)

Assessment and Taxes
According to the Canyon County Assessor and the Treasurer Tax Collector, the
subject assessments and property taxes for the 1995/1996 tax year are summarized
as follows.

<TABLE>
<CAPTION>
==================================================================================================
     Assessor's              Assessed Values - 1996            Total       96 Levy     1996 Tax
- --------------------------------------------------------------------------------------------------
     Parcel No.           Land      RE Improved  Personal      Value        Rate
                                                   Prop.
- --------------------------------------------------------------------------------------------------
<S>                     <C>          <C>            <C>      <C>          <C>         <C>       
(1)  6R 7992-000-0      $181,200     $753,350       $0       $934,550     1.99043%    $18,601.57
- --------------------------------------------------------------------------------------------------
(2)  6P 63745-000-0        $0           $0       $192,772    $192,772     1.99043%    $3,836.99
- --------------------------------------------------------------------------------------------------
Totals                  $181,200     $753,350    $192,772   $1,127,322    1.99043%    $22,438.56
==================================================================================================
</TABLE>

Note (1):   1996 Assessed Values are as of September 1996.
Note (2):   Furniture Fixtures and Equipment (Personal Property) for Hotel.
            Assessed Values based on net book.

Taxes are based on annual assessments set by the county assessor. Assessed
values which have historically been less than 50% of market value have increased
dramatically since 1991. In the last five years the aggregated assessed values
of Canyon County have increased by more than 65% so that assessed values today
are somewhere between 90% and 100% of market value. Over assessment and quantum
tax increases have fomented strong tax limitation sentiment resulting in a 1%
property tax limitation initiative which is to be presented to voters in a
future state wide election. We note that estimated taxes for the subject
property are anticipated to increase modestly over 1995 levels for both real
estate and personal property taxes for the furniture, fixtures. Cashflow
projections developed in the Income Approach and the value conclusions derived
therefrom will reflect the current projected tax assessments.

Conclusion
After careful consideration of the foregoing factors, we believe that the
subject site is well adapted to its current use as a hotel/motel site. We
further conclude that it is located within the general path of growth for the
city and note that major intersection/overpass improvements planned for the
intersection of Nampa Boulevard and Interstate 84 by the year 1997 should
enhance the visibility and access characteristics of the subject site. These
enhancements should facilitate further development and investment activity along
the Nampa Boulevard corridor between I-84 and the Nampa CBD.


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James Ratkovich & Associates, Inc.                                            38
<PAGE>

================================================================================


                                [GRAPHIC OMITTED


================================================================================

                                   PLAT MAP


                                                                              39
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617 Nampa Boulevard, Nampa, ID


                           IMPROVEMENT DESCRIPTION

The subject improvements consists of a three-story, average quality, Class D,
double wall constructed hotel building with 61 guest rooms (not including
managers suite) encompassing 34,008 gross square feet, built 1973.

Amenities include an outside 32' x 16' swimming pool, a jetted hot spa, coin
operated laundry rooms for the use of hotel guests, and the hotel management
offices. Access to the upper floors is provided by internal stairwells at three
locations in the building, or by a small elevators located off the main floor
lobby. Other property details and the description of materials and construction
methods are summarized below.

Size                          61 Rooms, Not Including manager unit

Room Type:                     3  Single Queen (SQ)
                              56 Double Queen Kitchen (DQK)
                               1 Mini Suite Queen (MSQ)
                               1 Maxi Suite Double Queen w/ Hide-a-bed (MSDQ)
                              --
                              61 Total Rentable Suites

Meeting Rooms:                No dedicated facilities
                              Maxi Suite can be converted into 700 SF
Conference Center

Recreational Facilities:      Outdoor Pool, Indoor Jetted Hot Spa, 
                              Steam/Sauna Rooms

Average Room Size:            467 square feet gross

No of Stories:                Three including Ground Floor (Identified as
                              Basement)

Parking:                      61 on-site paved striped parking spaces; 59
                              standard, 2 handicap

Year Built:                   1973 according to Canyon County Assessors records

Foundation:                   Steel Reinforced concrete spread footings


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James Ratkovich & Associates, Inc.                                            40
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617 Nampa Boulevard, Nampa, ID


IMPROVEMENT DESCRIPTION (continued)


Floor                         Structure: Lower level of steel reinforced
                              concrete slab (basement type construction) with
                              upper floors of truss joist and plywood
                              construction with subfloor sound attenuating
                              insulation.

Exterior Walls:               Class D, double wall wood frame construction.
                              Exteriors of Vinyl siding over plywood sheathing
                              and Tyvek. Interior construction of 5/8" GWB over
                              insulating batts. Wall insulation to R-19
                              specification.

Window/Sash/Door:             Double glazed, windows in anodized aluminum
                              frames; All opening windows fitted with screens.
                              Anodized aluminum frame single door storefront at
                              Lobby entrance; All exterior doors of anodized
                              aluminum with fire safety break away bars (20
                              minute fire rated).

Roof Structure:               Prefabricated TJI roof trusses set at 24" on
                              center; 5/8" CDX plywood sheathing over trusses;
                              composition roofing with sealed joints; interior
                              draining scuppers and down spouts. Parapet walls
                              constructed of 2"x4" and 2"x6" wood frame finished
                              with vinyl vertical siding. Mansard overhangs
                              finished in concrete roof tile.

Interior  Walls:              2"x4" wood frame partitions, 16" or 24" on center
                              with textured and painted 5/8" GWB (one hour
                              rating); sound attenuating insulation with R-11
                              batts.

Interior Finish:              Floor coverings in all suites hotel grade carpet;
                              Floor coverings in lobby of carpet and ceramic
                              tile; Salt finished concrete in Pool area; 1"
                              floor tile in spa and sauna area; Floor cover in
                              restrooms of vinyl linoleum; Incandescent and
                              fluorescent lighting-ceiling and wall mounted
                              fixtures;

Lobby:                        Commercial/Hotel carpet, light oak stained
                              cabinetry; textured acoustic ceilings; recessed
                              fluorescent light panels; upholstered furniture;
                              mini-blind window treatments; built in front
                              desk/service counter.


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James Ratkovich & Associates, Inc.                                            41
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617 Nampa Boulevard, Nampa, ID


IMPROVEMENT DESCRIPTION (continued)

Guest Rooms:                  Painted and papered drywall walls and ceilings;
                              carpet in guest rooms and ceramic tile floor cover
                              in bathroom, sliding aluminum frame windows;
                              kitchenette units with under-counter refrigerators
                              and microwave ovens; televisions, furniture
                              draperies etc.

Elevators:                    One hydraulic passenger elevator located off
                              lobby.

Stairwells:                   Three interior stairwells of wood frame
                              construction; Treads are padded and carpeted;
                              railings of wood with oak cap on stairway
                              pony-wall.

HVAC/Climate Control:         Individual wall mounted package AC units with
                              temperature control modules in each guest suite.
                              Electric Base Board heating.

Electrical:                   Electrical system design engineered to specific
                              hotel electrical loads; 3 phase, 4-wire
                              multi-paneled power busses.

Plumbing:                     Each guest suite includes a tub with shower and
                              toilet in separate room contiguous to dressing
                              room. Small vanity with lavatory sink and wall
                              mounted/surface lighted mirrors and ventilator
                              exhaust fans. Kitchenette sinks included in most
                              units.

Fire Protection:              Non-sprinklered; smoke detectors throughout; fire
                              alarms; emergency exit lighting, emergency
                              auxiliary generator; Conforms to Nampa
                              building/fire safety codes.

Furniture                     Fixtures & Equipment: Guest suites include either
                              single queen bed or double queen beds; color
                              televisions with remote controls; carpet,
                              draperies; light fixtures and lamps; combination
                              desk/dresser units; luggage rack; 30" parlor table
                              with (2) upholstered wood chairs; night stand,
                              microwave oven and refrigerator; single phone
                              jack.


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James Ratkovich & Associates, Inc.                                            42
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617 Nampa Boulevard, Nampa, ID


IMPROVEMENT DESCRIPTION (continued)

Modified Guest Suite:         All Shilo Inn Guest suites are single room units
                              with most or many of the amenities typically
                              associated with a true 2+ room suite.

Site Improvements:
The site improvements include asphalt paved and striped parking areas (59
standard striped stalls and 2 handicapped stalls); Landscaping is well
maintained and incorporates native species including blue spruce, fruitless
plum, fir, dwarf pines and juniper specimens, as well as a variety of native
perennials; annual species utilized for color accents at building entrances;
Planter areas are finished with decorative redwood bark and are well maintained
and attractively designed. Exterior trash enclosures with gate closures; Parking
lot lighting is provided by pole mounted incandescent lamps on poured in place
concrete pedestals. Surface water runoff through drywell sumps feeding to City
of Nampa sewers. Double wide driveway apron from Nampa Boulevard are of steel
reinforced, poured in place concrete.

Depreciation
The actual age of the improvements is approximately 18 years. They are generally
well maintained and appear to have an effective age overall of approximately 15
years. As we noted previously, they are in good condition for facilities of
their age and quality. According to building industry sources the expected life
of similar improvements is 50 years. Depreciation analysis in the Cost Approach
will reflect the effective age.

Functional Features and Concluding Remarks
Overall the improvements are in average condition and show reasonably good care
of maintenance. They are typical of motel designs of the 1970's and are
reasonably functional in their layout, utility and guest appeal. Modern
facilities are generally built around double loaded corridors which are somewhat
more efficient, and typically include larger lobby areas and common area
amenities, including public meeting facilities. However, in a tertiary market
such as Nampa, Idaho, these subtle elements of functional obsolescence do not
have a substantial impact on the economic productivity of the property. In fact,
given the primary market sector this hotel serves (long-haul truckers) the
elements of functional obsolescence which could be inferred in a comparison of
newer properties are probably negligible in this market.


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617 Nampa Boulevard, Nampa, ID


IMPROVEMENT DESCRIPTION (continued)


The operators' marketing strategy is focused on maximizing extended visit, and
corporate and government agency patronage, although the primary market of this
particular property is primarily short stay, transient guests. In room microwave
ovens and refrigerators, and guest laundry facilities seem to be effective in
attracting the target market customer. We note that the subject Shilo Inn
appears to be nominally outperforming the local competition in achieved average
occupancy. We therefore, find that the subject property is generally adequate in
meeting the owners intended use and purpose for the subject facilities

Furniture, Fixtures & Equipment

The guest rooms are furnished with typical modern furnishings which include
either a single king-sized bed or double queen beds, side tables, desk, dresser,
chairs, table, draperies, night stands, color television with remote, video
players, microwaves, mini-refrigerators, lamps, couch, clock radio, coffee
maker, and two telephones. FF&E includes all the furnishings, linens and
supplies, cleaning and house keeping equipment, business office and front desk
equipment, furnishings and related personal items. We have estimated these
personal property items at a depreciated replacement value of $2,500 per room,
or $152,500.


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                                  Site Plan


                               [GRAPHIC OMITTED]


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617 Nampa Boulevard, Nampa, ID


                                  Floor Plan


                               [GRAPHIC OMITTED]


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617 Nampa Boulevard, Nampa, ID


                                  Floor Plan


                               [GRAPHIC OMITTED]


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James Ratkovich & Associates, Inc.                                            47
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617 Nampa Boulevard, Nampa, ID


                          HIGHEST AND BEST USE ANALYSIS

The Appraisal Institute defines highest and best use as follows:

      "The most profitable likely use to which a property can be put. The
      opinion of such use may be based on the highest and most profitable
      continuous use to which the property is adapted and needed, or likely to
      be in demand in the reasonably near future. However, elements affecting
      value that depend on events or a combination of occurrences that, although
      in the realm of possibility, are not fairly shown to be reasonably
      probable, should be excluded from consideration. Also, if the intended use
      is dependent on a uncertain act of another person, the intention cannot be
      considered.

      "That use to which the land may reasonably be expected to produce the
      greatest net return to land over a given period of time. That legal use
      which will yield to land the highest present value. Sometimes called
      'optimum use.'"

In estimating highest and best use, there are essentially four stages of
analysis:

      1.    Possible Use. What uses of the site in question are physically
            possible?

      2.    Permissible Use (legal). What uses are permissible by zoning and
            deed restrictions on the site in question?

      3.    Feasible Use. Which possible and permissible uses will produce a net
            return to the owner of the site?

      4.    Maximally Productive Use. Among the feasible uses, which use will
            produce the highest net return or the highest present worth?

The highest and best use of the land (or site) if vacant and available for use
may be different from the highest and best use of the improved property. This is
true when the improvements are not an appropriate use, but it makes a
contribution to the total property value in excess of the value of the site.

The following tests must be met in estimating the highest and best use. The use
must be legal; the use must be probable, not speculative of conjectural; there
must be a profitable demand for such use; and it must return to the land the
highest net return for the longest period of time. These tests have been applied
to the vacant property. In arriving at the estimate of highest and best use, the
subject site was analyzed as vacant and available for development.


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HIGHEST AND BEST USE ANALYSIS (continued)

As Vacant
Possible Use: The first constraint is the constraint dictated by the physical
characteristics of the site. The size and location within a block have a
determining effect on the site's value. In general, larger sites and corner
locations enable a developer to achieve economies of scale and allow flexibility
in building and site improvement design.

The subject site is an irregular 1.04 acre shaped parcel with frontage on Nampa
Boulevard and visibility from Interstate 84. The freeway exposure and on
ramp/off ramp access is highly desirable for BF and BC zoned properties which
derive their business principally from commuter/transportation routes. We also
note that all public utilities and infrastructure are available to the site or
are in place, and the frontage street (Nampa Boulevard) is in place and fully
improved. The size (1.04 acres ), and shape (highly irregular) limit the utility
of the site to small scale commercial; residential; communication/utility and
transportation; sporting recreation and amusement; service and office; and
industrial uses. Large scale uses in these categories would be difficult or
impossible since on-site parking and floor area requirements are directly
affected by the size and shape of the site.

Permissible Uses: Two types of legal restrictions apply to the subject property:
private restrictions (deed restrictions and easements), and public restrictions
(principally, zoning). The existing utility easements appear standard and do not
seem to adversely impact the development potential of the site. To the extent
they guarantee access to public utilities, they actually enhance site value.
Therefore, the principal legal limitation on the development entitlements for
the site is the BC zoning, defined by the City of Nampa as a specific commercial
zoning class which is intended to create, preserve and enhance areas with a wide
range of retail sales and service establishments serving both long and
short-term needs in compact locations typically appropriate to commercial
clusters near intersections of major thoroughfares. This District also includes
some development which does not strictly fit the description of this
classification but also does not merit a separate zoning district of its own.

The site has good functional utility for a variety of small scale, commercial,
permitted uses including retail stores, retail repair/service shops, cabinet
shops, bakeries and confectioneries, service stations, restaurants, grocery
stores, hotels, theaters, banks, carwashes, medical clinics, professional
offices, retail nurseries, group care homes, mobile home parks, and a variety of
Civic and Cultural uses.

Conditional uses include a variety of dwellings, truck or bus parking lots,
recreational facilities, auction sales, bar/nightclub/lounge/tavern, animal
shelters/kennels, automobile or truck repair, church or worship facilities,
dance schools/halls, equipment rental yards, hospitals, laboratories, prisons,
and treatment centers for alcoholism/chemical dependency. Under the BC zone
heavy commercial uses, agricultural uses, mining, multi-family housing,
industrial and manufacturing uses are not typically allowed. These uses would be
considered incompatible with the planning objectives for the BC commercial zone.


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HIGHEST AND BEST USE ANALYSIS (continued)

Feasible Uses: The property is reasonably adaptable to many of the commercial
development types enumerated above, but is particularly well suited to highway
oriented commercial uses where exposure to high average daily traffic volumes is
regarded as advantageous by prospective users. Clearly, uses such as
hotels/motels, gas station/c-stores and restaurants benefit most from the dual
exposure of the subject site, and tend to yield the highest potential
profitability.

The feasibility of these uses must be considered in light of historical and
current development trends and the current supply of the various alternative
such uses in the local market. Our market analysis clearly reveals that a much
wider range of potential uses is feasible today than would have been possible
two to three years ago. We see evidence of land speculation and record prices
being paid for freeway frontage, commercial sites in this growth corridor to the
west of the Boise metropolitan area. Significant amounts of new development are
underway to the north and south of the subject site on Nampa Boulevard and in
the northeast sections of the city where the Sweetwater Junction master plan is
scheduled to be developed.

With growth comes increased vehicular traffic and an increase in the value of
Freeway fronting commercial sites. We noted earlier that the feasibility of
hotels in this market still appears to be fairly good as the development of the
80 room Sleep Inn east of the subject and the proposed Inn of America, north of
the subject both suggest. Additionally, a proposed 61 unit Best Western Motel to
be developed by Johnson Hospitality at Franklin Road and Specht Avenue, in
Caldwell also suggests feasibility in this local submarket. A major recent
expansion of the Texaco/Jackson Food Store on Franklin Boulevard, east of the
subject, suggests the feasibility of service station and convenience store
development, as well. Determining financial feasibility, and economic
productivity depends heavily on the assumptions we utilize in our evaluations,
and may encompass varying degrees of risk.

Our analysis of several alternative use types suggests that while the market and
local participants anticipate significant growth in the next few years, the
broad based economic expansion which would facilitate a major growth trend is
not yet fully in evidence. If the Micron expansion occurs as planned and a
number of secondary manufacturers and suppliers gravitate into the area we would
expect to see financial feasibility for a wider range of potential uses. If the
development of Sweetwater Junction occurs as planned we envision a long term
expansion across a variety of economic sectors in the subject neighborhood, and
in the West Treasure Valley. At this time it appears that financial feasibility
would probably be limited to well capitalized hotel operators, and service
station/convenience store operations.

Assuming the 1.04 acre site could be effectively utilized by a national
restaurant franchise we believe the site could be a feasible restaurant site, as
well. Other uses which could prove financially feasible will depend on the
anticipated growth of the Northeast Nampa sub market area during the next 3-5
years.


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James Ratkovich & Associates, Inc.                                            50
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617 Nampa Boulevard, Nampa, ID


HIGHEST AND BEST USE ANALYSIS (continued)

Maximally Productive Uses. Of the permitted uses our analyses suggest that the
maximally productive uses today are probably special purpose in nature. These
may include automotive oriented retail/commercial uses, such as national
franchise tire dealers, or gas station/convenience stores. Beyond these, it
appears that hotel/motel uses and restaurant uses with strong marketing and
brand identification could yield the maximally productive use for the site
today.

As Improved

The subject is a three-story hotel property with 61 guest suites on a 1.04 acre
site. Review of the historical operating statements clearly reveals the
profitability of the subject property as a going concern hotel. Highest and Best
use analysis of the site as vacant suggests that were the site available for
development today, one might in fact develop the same use, perhaps with a
slightly modified configuration or site layout. As noted previously an updated
architectural design might be more efficient and more consistent with current
hotel development standards. However it is clear that the existing improvements
add substantial value beyond the raw site value. The highest and best use for
the subject site, as improved is to continue operations as a hotel/motel.


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James Ratkovich & Associates, Inc.                                            51
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                                    VALUATION

There are three approaches to value which will be employed in the analysis: the
Cost Approach including land valuation and construction cost analysis; Direct
Sales Comparison Approach evaluating sales of similar properties; and an Income
Approach based upon the property operating at stabilized income levels.

Cost Approach

In the appraisal process, the Cost Approach requires an analysis of sales of
similar parcels of land to arrive an estimate of market value for the subject
site. An estimate is then made as to the cost to replace the subject's
improvements at today's costs using reliable sources of cost data. Depreciation
or obsolescence from all causes is estimated based on the experiences of similar
properties. Depreciation is then deducted from the replacement costs as new to
arrive at the present worth of the improvements and the site.

Market Approach  (Direct Comparison Approach)

This is an appraisal procedure in which the value estimate is predicated upon
prices paid in recent market transactions. Listings and offerings of property
may also be utilized in this analysis, however, the use of listings is limited
since the property has not met the full test of the market and usually tends to
set the upper limit of value. The steps the appraiser follows in this approach
are set forth below.

      1.    Seeks out similar properties for which pertinent sales, listings,
            offerings and/or rental data are available.

      2.    Qualifies the price as to terms, motivating forces and bona fide
            nature.

      3.    Compares each of the sale properties' important attributes with the
            corresponding ones of the properties being appraised, under the
            general division of time, location, income and physical
            characteristics.

      4.    Considers all dissimilarities in terms of their probable effect upon
            the sale price.

      5.    Formulates an opinion of the relative value of the property being
            appraised as compared with the price of each similar property.


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James Ratkovich & Associates, Inc.                                            52
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VALUATION (Continued)

The units of comparison abstracted from the sales are the sales price per square
foot or unit and the overall rate of return. Each of these units of comparison
is discussed more fully below.

Sales Price per Square Foot or Unit

This is an expression of the total consideration divided by the particular unit
of comparison. Its chief advantage is that it is a direct comparison of the
price of the comparable to the property in question. Weighing of comparables may
be necessary due to differences of location, physical characteristics, market
conditions and terms of the sale transactions. It is most accurate when the
subject and the comparables are of similar character and the sales are of recent
vintage.

Overall Rate of Return

This rate is the direct relationship of the net operating income (before debt
service) and the sale price. the overall rate reflects both the return on the
investment and the return of the investment. This is a rate which is frequently
used by investors and appraisers because it is ascertainable from comparable
sales and can be applied directly to the estimated net operation income of the
property under appraisal. This unit of comparison is used in the Income
Approach.

Income Approach

The Income Approach is generally the most relevant approach in evaluating
investment type properties. This approach is predicated on the principle that
value is created by the expectation of benefits derived in the future. The
anticipated net income is converted to a present value by a direct
capitalization or the use of a discounted cash flow process.

Direct Capitalization

This process involves dividing the net operating income by a capitalization
rate. This rate reflects such factors as risk, time, interest on capital
investment, and recapture of the depreciating asset. This approach to value
encompasses the following:

1.    The estimation of current economic rent levels to establish annual
      potential gross revenues. Current economic rents are generally current
      market rents.

2.    The estimation of vacancy and collection loss allowances.

3.    The estimation of annual operating expenses.

4.    The deduction from potential gross revenues of vacancy and collection loss
      and operating expenses, leaving the net operating income before debt
      service and depreciation.


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VALUATION (Continued)

5.    Capitalization of the net operating income by the appropriate rate as
      abstracted from the market.


Discounted Cash Flow

A widely accepted view of value as of a given valuation date is the discounted
present worth of the anticipated future income reasonably expected to be
generated by an income producing property over a specific period of time. The
process by which future income receipts are converted to a present value is
termed discounting. Many different capitalization methods and techniques are
available to process anticipated future income into a present worth estimate.
The method used depends primarily on the characteristics of the forecast income
stream, the form of the appropriate rate of return or discount rate, and the
time period involved.

The two methods used in this analysis are capitalization in perpetuity
(utilizing an overall capitalization rate discussed above) and capitalization
for a finite period (discounted cash flow analysis). Capitalization in
perpetuity as used in the Income Approach assumes the income stream will
continue undiminished, indefinitely. The rate used to process this income
streams embodies the factors of time preference (opportunity costs), liquidity,
management burdens, and ownership risks. The appropriate rate is derived through
an analysis of sales of properties displaying similar investment opportunities
to the investor.

The discounted cash flow method is a rigidly defined mathematical relationship
between income streams, rates and timing. Processing an income stream by a
correct mathematical formula does not in itself produce a supportable market
value. As with other techniques of income capitalization, the discounted cash
flow analysis requires reliable market data on several critical points. If the
required market data information is not available, the appraiser is injecting
his judgment and opinion in using non-market data and the results are not
justifiable market value.

RECONCILIATION

The final step in the appraisal process is the reconciliation or correlation of
the value indicators. In the reconciliation, the relative applicability of each
of the approaches utilized is considered. Those approaches that are deemed most
appropriate to the particular appraisal question involved are weighed for the
accuracy and reliability of the data used in the analysis, and an opinion is
formed as to the market value of the subject property. The relative weight or
emphasis given to any of the approaches depends on the forces prevalent in the
market which act upon the subject property.


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James Ratkovich & Associates, Inc.                                            54
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                                  COST APPROACH

In this approach, it is assumed that a purchaser would consider producing a
substitute, competing property with the same utility as the subject. The net
cost to the rational, informed purchaser is the measure of value of the subject
property. The net cost includes construction costs (to the purchaser, not the
contractor or builder), financing costs, and all other costs incurred during the
construction period. Any depreciation or diminished utility is deducted from the
costs in order to arrive at a net contribution of the improvements in their
present condition to the total property value as of the valuation date. The site
is valued as if vacant and available to be put to its highest and best use. This
is then added to the depreciated improvement costs to yield the value of the
total property as indicated by the Cost Approach.

Land Valuation

The most reliable procedure for estimating the land value is by the application
of the Direct Sales Comparison Approach. In estimating the value of the
subject's site, a search was conducted to find sales of similar parcels with
similar zoning and characteristics. Those sales considered to be the most
relevant indicators of the subject's land value are detailed on the following
pages.


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                              SUMMARY OF LAND SALES

================================================================================
                           Sale                Land SF     Unadjusted  Adjusted
No.  Address               Date     Sale Price Size-Acre   Value/SF    Value/SF
- --------------------------------------------------------------------------------

1    NWC Meridian Rd.      Jan-95   $285,000   73,830      $3.86       $4.22
     & Overland Rd.                            1.695
     Meridian, Idaho

2    Specht St. E/O        May-96   $275,000   38,141      $7.21       $4.33
     Franklin, S/O of I-84                     0.876
     Caldwell, Idaho

3    Specht St., E/O       Nov-94   $250,000   110,640     $2.26       $4.10
     Franklin, S/O of I-84                     2.540
     Caldwell, Idaho

4    624 Nampa Blvd.       Sep-94   $240,000   65,340      $3.67       $4.45
     I-84 at Exit 35                           1.500
     Nampa, Idaho

5    W/O Franklin Blvd.    Apr-94   $215,000   152,460     $1.41       $3.40
     N/O I-84 on Shilo Dr.                     3.500
     Nampa, Idaho

6    1411 N. 3rd Avenue    Jan-96   $210,000   105,415     $1.99       $4.65
     W/O Franklin                              2.420
     Nampa, Idaho

7    Overland Rd., E/O     Feb-95   $1,060,000 385,506     $2.75       $4.16
     Meridian Rd                               8.850
     Meridian, Idaho

8    Overland Rd., E/O     Available$970,000   277,172     $3.50       $4.20
     Meridian Road                             6.363
     Meridian, Idaho

9    E. Central Drive      Feb-95   $525,000   94,937      $5.53       $5.53
     Meridian Rd @ I-84                        2.179
     Meridian, Idaho

S    Subject               Oct-96   $204,000   45,300      N/A         $4.50
     1401 Shilo Drive                          1.04
     @ I-84 & Franklin

================================================================================


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                                 LAND SALES MAP


                                [GRAPHIC OMITTED]


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                                 LAND SALES MAP


                                [GRAPHIC OMITTED]


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                                 LAND SALES MAP


                                [GRAPHIC OMITTED]


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                             COMPARABLE LAND SALE 1

PROPERTY IDENTIFICATION

Address:                NWC Meridian & Overland Road, S/O I-84
Legal:                  Portion of the SE1/4 of the SE1/4 of Section 13, T3N,
                        R1W of the Boise Meridian.
City:                   Meridian, Idaho
APN:                    N/A
County:                 Canyon County
Map Reference:          N/A
Property Rights:        Fee Simple

SALE INFORMATION

Grantor:                Tower & Associates
Grantee:                Bryce Johnson, et al
Document Number:        WD No. Not Available
Sale Price:             $285,000
Sale Terms:             All Cash/Cash Equivalent
Sale Date:              January, 1995

SITE DESCRIPTION

Site Area:              73,842 SF (1.695 acres)
Zoning:                 CG General Commercial/Retail (City of Meridian)
Utilities:              All available at the site
Off-Sites:              A/C Paving
Topography:             Level/Slope
Location:               Meridian Blvd. S/O I-84

SALE ANALYSIS

Price Per Square Foot:  $3.86

COMMENTS                Site split by lot line adjustment after acquisition;
                        Lots 1 & 2, Block 2, Mr. Sandman Subdivision No 2. Lot 1
                        developed with a Texaco C-store/gas station/carwash; Lot
                        2 sold to Sandman Hotel and developed with expansion
                        wing of hotel on 27,356 SF (0.628 Acres). 196.21'
                        frontage on Meridian Road; 347' of frontage on Overland
                        Road. 38' wide cross access/easement across Lot 1
                        (Texaco) to provide access to Mr. Sandman Motel and JB's
                        Restaurant, adjoining the site to the north.


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                             COMPARABLE LAND SALE 2

PROPERTY IDENTIFICATION

Address:                Specht Street E/O Franklin, S/O I-84
Legal:                  Lot 1 Caldwell Interstate No. One
City:                   Caldwell, Idaho
APN:                    R-450-001-  -0
County:                 Canyon
Map Reference:          N/A
Property Rights:        Fee Simple

SALE INFORMATION

Grantor:                Oregon Idaho Lands, (Tom Butler)
Grantee:                Johnson Hospitality (LLC)
Document Number:        WD E9616070
Sale Price:             $275,000
Sale Terms:             All Cash
Sale Date:              May, 1996

SITE DESCRIPTION

Site Area:              38,141
Zoning:                 CF Freeway Commercial (City of Caldwell)
Utilities:              All available to the site (underground)
Off-Sites:              AC Paving, concrete curb and gutters
Topography:             Level
Location:               1 block S/O I-84 (Specht Street) East of Franklin

SALE ANALYSIS

Price Per Square Foot:  $7.21/SF

COMMENTS                Assembled with adjacent sites owned by Johnson
                        Hospitality, (LLC) for development of Best Western Hotel
                        confirmed by David Johnson 5-31-93. See Comparable No. 3


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                             COMPARABLE LAND SALE 3

PROPERTY IDENTIFICATION

Address:                Specht Street E/O Franklin, S/O I-84
Legal:                  Lots 4 and 5, Caldwell Interstate Subdivision
City:                   Caldwell, Idaho
APN:                    R451-000-   -0 and R -452-000-   -0
County:                 Canyon County
Map Reference:          N/A
Property Rights:        Fee Simple

SALE INFORMATION

Grantor:                Oregon Idaho Lands (Butler)
Grantee:                Johnson Hospitality, LLC
Document Number:        WD# Not available
Sale Price:             $250,000
Sale Terms:             Cash Equivalent
Sale Date:              November 29, 1994

SITE DESCRIPTION

Site Area:              110,640 SF (2.54 acres)
Zoning:                 CF (Freeway Commercial)
Utilities:              All available to the site
Off-Sites:              AC paving, steel reinforced PIP concrete curbs and
                        gutters
Topography:             Level w/gentle southerly slope
Location:               1 Block south of I-84, E/O Franklin

SALE ANALYSIS

Price Per Square Foot:  $2.26/SF

COMMENTS                This site assemble with a May, 1996 adjacent site
                        acquisition. Assemblage price =
                        $250,000+$275,000=$525,000. Assemblage area
                        110,640+38,141=148,781 SF or 3.42 acres. Assemblage
                        price/SF = $3.53/SF.


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                             COMPARABLE LAND SALE 4

PROPERTY IDENTIFICATION

Address:                624 Nampa Boulevard, Nampa Idaho
Legal:                  Tax Parcel 36-A, in the SW4 of the NW4 of the NW4,
Section 15              Township 3N, Range 2W & 1/2 of vacated street right
                        of way.
City:                   Nampa, Idaho
APN:                    R31250-010- -0
County:                 Canyon County
Map Reference:          N/A
Property Rights:        Fee Simple land underlying existing motel

SALE INFORMATION

Grantor:                Schade & Shepherd Enterprises
Grantee:                Super 8 Motel, Inc.
Document Number:        WD # 94154001
Sale Price:             $240,000
Sale Terms:             Cash Equivalent - Option in development Agreement
Sale Date:              August 10, 1994

SITE DESCRIPTION

Site Area:              65,340 sf (1.50 acres) approx.
Zoning:                 BC - Community Business, City of Nampa
Utilities:              All available at site
Off-Sites:              A.C. paving, freeway off ramp
Topography:             Level
Location:               Across street from Shilo Inn

SALE ANALYSIS

Price Per Square Foot:  $3.67/SF

COMMENTS                Underlying fee simple land interest of Super 8 Motel.
                        Purchase option contained within development/management
                        agreement with ground lessors. Purchase price based on
                        fee simple market value of site, not leased fee interest
                        according to Canyon County assessor. Site occupied by 62
                        room Super 8 motel located on E/S of Nampa Boulevard,
                        across street from subject property.


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                             COMPARABLE LAND SALE 5

PROPERTY IDENTIFICATION

Address:                W/O Franklin Boulevard, N/O I-84 Shilo Drive
Legal:                  Lots 6 and 7 Franklin Commercial Park (Block 1)
City:                   Nampa, Idaho
APN:                    R 8520-55-  -0
County:                 Canyon County
Map Reference:          N/A
Property Rights:        Fee Simple

SALE INFORMATION

Grantor:                Ronald W. Van Auker, Inc.
Grantee:                Tom Inouye
Document Number:        WD #9410124
Sale Price:             $215,000
Sale Terms:             Cash Equivalent
Sale Date:              April 6, 1994

SITE DESCRIPTION

Site Area:              3.50 acres (152,460 SF)
Zoning:                 BF, Freeway Business, Nampa
Utilities:              All available to the site
Off-Sites:              AC paved access streets, PIP concrete gutters,
                        aprons, etc.
Topography:             Level
Location:               N/S of I-84, E 10 Franklin Blvd.  Adjacent to ITD
                        Park and Ride Lot and Shilo Inn.

SALE ANALYSIS

Price Per Square Foot:  $1.41/SF

COMMENTS                One lot removed from Shilo Inn Hotel at Franklin
                        Boulevard/I-84. Significant land inflation occurring in
                        1993 through 1996. Interior lots I-84 exposure below on
                        rap, 2 lots west of Franklin Blvd. Occupied by Guerdon
                        Village Trailer Park as modular/mobile home sales lot.


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                             COMPARABLE LAND SALE 6

PROPERTY IDENTIFICATION

Address:                1411 N. 3rd Avenue W/O Franklin Blvd./ S/O I-84 and
                        Industrial Road.
Legal:                  Lot 5 and Tax Parcels 63, 64, 65 and 66, excluding
                        tax parcels 2 and 3.
City:                   Nampa, Idaho
APN:                    R 14268-010-   -0
County:                 Canyon County
Map Reference:          N/A
Property Rights:        Fee Simple with surface rights on Tax Parcels 63-66
                        only.

SALE INFORMATION

Grantor:                Lane, Larrobee and Jordan
Grantee:                Jerry Hess (Hess Construction)
Document Number:        WD#9435990
Sale Price:             $210,000
Sale Terms:             Cash - 10 day escrow
Sale Date:              January 5, 1996

SITE DESCRIPTION

Site Area:              105,415 SF (2.42 acres)
Zoning:                 IL (Light Industrial)
Utilities:              All available to the site
Off-Sites:              AC paved on 3rd Avenue, no lighting.
Topography:             Level
Location:               South of I-84, west of Franklin

SALE ANALYSIS

Price Per Square Foot:  $1.99/SF

COMMENTS                Site acquired by the owner of the adjacent site, Jerry
                        Hess, who is the developer of the 85 unit Sleep Inn
                        Motel on I-84 west of Franklin. Site acquired for future
                        assemblage w/hotel/restaurant development. Interim use:
                        Mobile Home Sales lot under ground lease for 2 years
                        remaining $3,200/month, $38,400/year, "Seller hard up
                        for cash" according to Hess. Fire "Sale price should be
                        worth $3.50-$4.00/SF".


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                             COMPARABLE LAND SALE 7

PROPERTY IDENTIFICATION

Address:                Meridian Ford, Meridian Idaho; East of Main Street.
                        Overland Road/SS/I-84 E/O Meridian Road
City:                   Meridian, Idaho
APN:                    N/A
County:                 Ada County
Map Reference:          N/A
Property Rights:        Fee Simple

SALE INFORMATION

Grantor:                Winston Moore
Grantee:                Meridian Ford (Chet Wood, Owner)
Document Number:        N/A
Sale Price:             $1,060,000
Sale Terms:             Cash
Sale Date:              February, 1995

SITE DESCRIPTION

Site Area:              8.85 acres
Zoning:                 C6 Commercial General (City of Meridian)
Utilities:              All available to the site.
Off-Sites:              AC paved streets, underground utilities, city storm
                        water mgmt.
Topography:             Level
Location:               Interstate 84 frontage, south side; East of Main
Street.

SALE ANALYSIS

Price Per Square Foot:  $2.75/sf

COMMENTS                Large acreage Commercial Park of 21.36 acres. Meridian
                        Ford sit was second site to sell. Confirmed w/Jim Boyd,
                        J.L. Boyd Co; Mike Keller, Thornton Oliver.


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                             COMPARABLE LAND SALE67

PROPERTY IDENTIFICATION

Address:                I-84 @ Exit 44 (Meridian Exit)
City:                   Meridian
APN:                    N/A
County:                 Ada
Map Reference:          N/A
Property Rights:        Fee Simple

SALE INFORMATION

Grantor:                Winston Moore
Grantee:                Available
Document Number:        Available
Sale Price:             $969,645 (asking)
Sale Terms:             Cash Equivalent
Sale Date:              Pending Negotiations

SITE DESCRIPTION

Site Area:              6.36 acres
Zoning:                 CG Commercial General
Utilities:              At the site - underground
Off-Sites:              Access Road
Topography:             Level/sloping portion
Location:               I-84 frontage, East of Exit 44 (Meridian Exit)

SALE ANALYSIS

Price Per Square Foot:  $3.50/SF Asking

COMMENTS                Listed - 1990. Last site available in 21.36+ acres
                        assemblage. pervious sites have sold to Meridian Ford,
                        and a heavy equipment/truck dealer. Confirmed w/Jim Boyd
                        of J.L. Boyd Co.


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                             COMPARABLE LAND SALE 9

PROPERTY IDENTIFICATION

Address:                Central Valley Corporate Park, E/O Meridian Road, N/O
I-84
Legal:                  Lot 4 Block 2, Central Valley Corp. Park
City:                   Meridian, Idaho
APN:                    N/A
County:                 Ada County
Map Reference:          N/A
Property Rights:        Fee Simple

SALE INFORMATION

Grantor:                R.T. Nahas Company
Grantee:                Mercy Medical Center, Inc.
Document Number:        N/A
Sale Price:             $525,000
Sale Terms:             Cash Equivalent
Sale Date:              February, 1995

SITE DESCRIPTION

Site Area:              2.18 acres
Zoning:                 PUD - Commercial/Industrial (Central Valley Corporate
                        Park)
Utilities:              All available to the site
Off-Sites:              AC paved streets, concrete curbs, gutters, approach
                        aprons, street lighting
Topography:             Level
Location:               Central Valley Corp, Block 2

SALE ANALYSIS

Price Per Square Foot:  $5.53/SF

COMMENTS                Improved with medical office building, doctor group with
                        Mercy Medical Center.


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Land Valuation (continued)

Introductory Discussion
The difficulty of determining site value for the subject became more evident the
more data we gathered. As the sales summary grid illustrates, unadjusted values
for commercially zoned sites along the I-84 corridor range from $1.41/SF (April
1994) to $7.21/SF (May, 1996). As we gathered the data we realized that this
corridor running from Boise to Caldwell has been undergoing a major transition
during the last two to three years, and desirable commercial sites in many
locations have double, tripled and even quadrupled in value. Prior to that time
prices in the range of $1.00/SF to $1.50/SF were fairly common. However since
Micron began its aggressive expansions in the area they have added more than
2,000 jobs in three separate facilities. This kind of growth has had a
multiplier effect on the growth of other secondary commercial, manufacturing and
service commercial uses.

To further facilitate analysis, we have constructed an analytical grid which is
included in the addendum of this report. The reader may wish to refer to it as
they review our discussions of land sale activity. The discussion of the value
adjustments and conclusions is presented below.

Property Rights Conveyed
This adjustment considers the differences in legal status (interest) between the
subject property and the comparable sales. Specific interests convey different
types of rights in a property that affect value. Property rights can be defined
as fee simple, leased fee and leasehold interests. All the land sales used
involved the transfer of the fee simple interests, including Sale No. 4, the
Super 8 motel site acquired through exercise of a pre-negotiated purchase option
based on market value as identified in the development agreement. Sale no. 6 had
specific restrictions prohibiting subsurface mining, limiting use to surface
entry only. This, was however a restriction placed on the property by a former
grantor in the 1950's which doesn't appear to have a meaningful impact on value,
particularly when we consider the other conditions of sale and current highest
and best use for this site. Therefore, we conclude that no adjustment is
warranted.

Financing Adjustment
The comparable land sales have been reviewed in reference to their financing.
Sales and asking prices represent all cash transactions, where no extraordinary
financing terms or seller financing is involved. Therefore, no cash equivalency
adjustments have been applied.


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Land Valuation (continued)

Conditions of Sale
This adjustment enables us to apply adjustments for extraordinary conditions of
sale which may have impacted sale prices. Sale No. 2 represents a situation
where some extraordinary motivation probably existed. This parcel was acquired
for assemblage with sale no. 3. The purchasers intend to develop a Best Western
Hotel on the combined sites. Note that Sale No. 2 sold for a price more than
320% of the price of Sale No. 3. We believe that some of this extraordinary
value increase occurred as a result of land inflation. Some of the differential
may also be attributable to size differences between the parcels. However, the
value indicators are probably most heavily influenced by the fact that the
purchasers needed the additional site to accommodate their hotel development
plans and parking requirements and the sellers recognized this fact. If we view
Sales No. 2 and 3 as the assemblage of a single contiguous site over time, the
average value indicator for the whole parcel is $3.53/SF. Some premium for
extraordinary conditions of sale is strongly suggested and we apply a -45%
adjustment to Sale No. 2 and a +45% adjustment to Sale No. 3 suggesting a value
range between $3.28/SF and $3.97/SF irrespective of other factors.

Sale No. 4 represents a purchase option in which the purchaser was able to
acquire the fee simple interests in the site underlying the existing Super 8
Motel for market value. The Canyon County assessor citing a confidential source
indicated that this sale represented market value at the time of sale.
Therefore, no Conditions of sale or Property Rights adjustments were applied.

Sale No. 6 was reported to be a duress sale by the purchaser. He noted that the
site he acquired was subject to a ground lease with mobile home dealer at
$3,200/month. The imputed lease capitalization rate 18.29% would tend to
strongly support his assertion. Long term land lease cap rates in this area
typically run in the range of 9% to 11% with 10% representing the most typical
rate. Because this is not a long term lease we recognize that capitalizing into
perpetuity a lease that has only two to three years remaining is not
supportable. The purchaser, Jerry Hess acquired the site for the future
expansion of the Sleep Inn Hotel complex which was opened for business in
September, 1996. Mr. Hess indicated that despite the irregular shape and
circuitous access to the site, he felt that market value was at least $3.00/SF,
and is higher for him when assembled in conjunction with the adjacent hotel site
he already owns. Therefore, we apply a positive adjustment of 50% to reflect the
seller duress motivation which is secondarily supported by the extraordinary
18.29% cash on cash return rate.


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Land Valuation (continued)

Market Conditions Adjustment - Time Factor
The sales were analyzed for changes in market conditions to determine if a
market conditions adjustment is required and to what magnitude. Explosive land
inflation, widely divergent value indicators, speculation and economic
dislocations are all a part of the current environment for prime commercial
sites along the I-84 corridor between Boise and Caldwell. At the time of this
appraisal it is clear that a major surge inland values is currently taking
place. Value indicators are hitting historical highs in the $6.00/SF to $7.00/SF
range as of September 1996, unheard of in this area until the spring of 1996.
Prior to this time, the highest land values paid for freeway frontage commercial
land was approximately $2.75/SF to $3.86/SF (Sales No. 1, 4, 7 and 8) for sites
of 5 acres or larger.

Land inflation and the market conditions driving values are surging at this
time. Knowledgeable investors and speculators are capitalizing on the "Land
Rush" mentality and are reaping substantial profits. For example Land Sales No.
7 and No. 8 were acquired in a 21 acre bulk acquisition for approximately
$1.00/SF in 1994.. Sale No. 7 occurred less than a year after the bulk purchase
and subdivision into three freeway fronting commercial lots. Inflation and the
subdivision process yielded a 275% price increase in less than one year. Sale
No. 8, an available 6.363 acre site is currently offered at $3.50/SF, suggesting
a total value gain in two years, three months of 350%

As noted previously market conditions are partially responsible for driving
prices from $2.26/SF for Sale No. 3 to $7.21/SF for Sale No. 2, a contiguous
parcel. Even after applying a substantial -45% downward adjustment for
extraordinary conditions of sale, the adjusted value of Sale No. 2 is still 21%
higher than the value of Sale No. 3, a gain which has occurred in approximately
18 months.

Major changes in the dynamics of local market conditions can cause values to
increase quickly and dramatically, as the data from Nampa/Caldwell during the
last two years amply reveals. Because inflation of this magnitude is neither
consistent nor predictable we simply cannot apply a blanket inflation factor to
each of these sales purely on the basis of these selected transactions. Rather,
through talking to the investors and brokers involved we have identified key
market leading transactions which define the trend and velocity of market
inflation in each submarket area.


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Land Valuation (continued)

Sale No. 1, represents the top of the market for a freeway fronting commercial
parcel with access, visibility, orientation and traffic exposure characteristics
comparable to the subject. This sale which closed in January 1995 has been
adjusted upward with a +10% annual adjustment factor. Sale No. 2 which closed
May 1996 falls into a similar category. The 3.99% adjustment represents the
application of a +10% annual adjustment factor. Sales No. 3 and 4 are also
adjusted up with the +10% factor as well.

Sales No. 5 and 6 and 7 have been inflated using a +15% annual inflation factor
based on feedback from the owners who indicated that equity inflation has been
more aggressive in these neighborhoods as new development, led by the Micron
expansions has driven values up by 30 to 100% during the last 2 to 3 years.
Accordingly Sale No. 5 compounds to +41.85%; Sale No. 6 yields a +11.06%
adjustment; and Sale No. 7 yields a compounded adjustment of +26.07.

Sale No. 8 is a current listing which had not sold as of September 1996.
Therefore, no adjustment has been applied. Market Conditions have been fairly
flat or stable in the Central Valley Corporate Park since 1994-1995. Sale No. 9
represented the top of the market when it occurred in February, 1995 and appears
to still be representative of the top of the commercial market values in this
location today based on current serious sale negotiations underway. This site at
2.179 acres located on the north side of I-84 is comparable to the subject in
several features including orientation/access and functional utility and zoning.

Physical Adjustments
Factors which have an influence on value such as location, growth patterns and
trends, accessibility to freeways, employment and commerce centers, size, and
physical improvements required for development (off-sites), all require
appropriate adjustments in comparing the comparable sales to the subject
property. The adjustment factors we have applied reflect the subjective
judgments of brokers, owners and developers with whom we consulted in verifying
the details of these sales. Rather than attempting to develop quantitative
adjustments for these various physical factors in the midst of an extremely
dynamic market we have simply noted with a qualitative comments or subjective
percentage adjustments how each comparable parcel compares to the subject. Our
value conclusion for the subject site will be deduced after examining where we
would expect the value of the subject to fall with respect to each comparable.


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Land Valuation (continued)

Sales No. 1, 7, 8 and 9 are all located in Meridian, Ada County Idaho. Superior
infrastructure and the Meridian address typically yields nominal value premiums
in the vicinity of Meridian Boulevard and the Central Valley Corporate Park.
Accordingly, negative adjustments of -5% have been applied reflecting their
relative neighborhood superiority. Sale No. 9 located in the Central Valley
Corporate Park is the best of the desirable Meridian locations. This master
planned office and commercial park has yielded the highest value indicators in
the city of Meridian. Value premiums within the Corporate Park run from 10 to
25% above surrounding commercial land values in Meridian. Accordingly we apply a
- -15% adjustment to reflect the superiority of the Corporate Park neighborhood
location.

Size/Configuration adjustments which may be dictated when substantial
differences in value indicators can be isolated only to differences in size, may
be supported where data is plentiful enough to facilitate a matched pair sales
analysis. However, we have been unable to isolate price differences to size or
configuration differences, so as to support a quantitative adjustment. We merely
note the comparative features relative to the subject property.

Sales No 1, 2, 3, 4, and 9 are located between .10 and .25 mile off the I-84
right of way. Although they do not have direct frontage on the interstate they
do have "line-of-sight" visibility and on-ramp/off-ramp access from major
intersection streets. Sales No 2 and No. 3 are located on an interior street
which intersects the off-ramp street. Small positive adjustments of 2.5% have
been applied to these since they are not located on the primary intersector with
the interstate. Comparables No. 5, 6, 7 and 8 all have frontage on the
interstate but have somewhat circuitous access which would be regarded as
inferior to the subject. Therefore positive adjustments ranging from 5% to 10%
for inferior site orientation and circuitry of access have been applied to Sales
No. 5, 6, 7 and 8.

Sale No 6 is an awkwardly configured obtuse triangle shaped parcel adjacent to a
site previously acquired by the purchaser. No size based adjustment is dictated
however the shape is a liability to most users. It happens to have its best
configuration and utility when used in assemblage with the adjacent site owned
also by the purchaser, Hess. Accordingly we apply a 5% positive adjustment.

Traffic Exposure and Visibility can have a definite impact on site value,
particularly for highway oriented commercial uses such as Hotels, Restaurants,
and regional shopping centers. For this reason the prices of our comparable
sales tend to run somewhat higher for parcels in immediate proximity to
Interstate 84, particularly where immediate on ramp and off ramp access is
available. Sales No. 2 and 3 have each received +2.5% adjustments since they are
located on a secondary interior street approximately .10 mile south of I-84
where visibility is limited.


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Land Valuation (continued)

Sales No 5, 6, 7 and 8 all have direct frontage on the Interstate right of way
and have received negative adjustments of -5% since this visibility is perceived
to be nominally superior to the characteristics of the subject site

Utility / Zoning differences. All the sales except No. 6 share generally
comparable zoning entitlements which allow for the development of commercial
properties including hotel/motel uses. Sale No. 6 carried an industrial zoning
which was modified when the owner (Hess) applied for a conditional use permit
allowing the development of the 80 room Sleep Inn motel. The additional risks
and costs associated with the entitlement processing is reflected in the +10%
adjustment identified in the grid.

Lastly, Sale No. 6 receives a positive adjustment of 5% reflecting the
anticipated expense of removing the mobile home site improvements located on
that site prior to development.

Concluded Land Value
The comparable land sales indicate an unadjusted range from $1.41/SF to
$5.53/SF. These sales represent a variety of commercial or industrial zoned
sites located along the I-84 corridor between Meridian and Caldwell, Idaho.
After application of market supported adjustments, the data array narrows the
value indicators to between $2.10/SF and $4.98/SF. The sites with the greatest
similarity to the subject are Sales No. 1, 2, 3, and 4 which are all located in
the I-84 corridor but do not have immediate frontage on the right-of-way. The
features which are most similar to the subject are highlighted below the
adjusted value indications.

Sale No. 1 has been developed into a Texaco gas station/c-store,  and an annex
building for the adjacent Mr. Sandman Hotel.  It is emphasized  because of the
relatively   recent  sale  date  (January  1995),  the  traffic  exposure  and
visibility  from I-84,  and the overall  utility and use to which the site has
been put (hotel  development).  The adjusted  value  indication for sale No. 1
is $4.22/SF.

Sales No. 2 and 3, contiguous sites, acquired for the development of a Best
Western Motel closed at widely divergent prices over an 18 month time span. We
surmise that the latter sale which closed at $7.21/SF was heavily impacted by
extraordinary buyer motivations (conditions of sale) since acquisition of this
site was essential for the development of the proposed hotel improvements. We
also recognize that the economic feasibility of the project depends not on
either one of the sites, but rather the economics of the entire assemblage.
Taken together the price paid for the entire assemblage suggests an unadjusted
value indication of $3.53/SF. After application of several adjustment factors
the value indicators range from $4.10/SF to $4.33/SF, a range which we believe
brackets the value of the subject.


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617 Nampa Boulevard, Nampa, ID


Land Valuation (continued)

Sale No. 4 is clearly the most comparable to the subject site, being a hotel
site across the street from the subject site. This sale which represented the
acquisition of the underlying fee simple land interests closed in September,
1994 at a value indicator of $3.67/SF. After application of a market indicated
adjustment for equity inflation (Market Conditions) the adjusted value
indication is $4.45/SF, which we perceive brackets the upper end of the relevant
value indicators for the subject. This sale is the most comparable to the
subject site in the physical/qualitative factors profiled in the analytical
grid. Sale No. 4 is therefore, emphasized above all other sales.

Sales No. 5, 6, 7, 8 and 9 are all comparable in one or more significant
characteristics. However, each received larger aggregated adjustments and have
one or several dissimilarities requiring substantial adjustments. These sales,
except for sale No 9 represent a value range somewhat below the range indicated
for the most comparable sales. Sale No. 9 is perhaps the most dissimilar, being
located in a master planned commercial/office park in Meridian. For these
reasons, these sales are given less emphasis.

In light of the dynamic market conditions, promising growth and development
prospects of the community, and owner and investor expectation. We conclude that
value for the subject site, if available to be developed to its highest an best
use, today, would be between $4.00/SF and $4.50/SF. Therefore, we conclude that
the value of the subject site, as of the appraisal date is:

              45,300 square feet @ $4.25 per square foot = $192,525
                                Rounded $195,000


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James Ratkovich & Associates, Inc.                                            75
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617 Nampa Boulevard, Nampa, ID


COST APPROACH (Continued)
Reproduction Cost New

The next step in the Cost Approach is to estimate the cost new of the subject
improvements. The dimensions and characteristics of the improvements have been
identified through a field inspection and analysis. There are two forms of cost
data generally available. These are Replacement and Reproduction costs.

Replacement Cost is defined in Real Estate Terminology, Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of a building having
utility equivalent to the building being appraised but built with modern
materials and according to current standards, design and layout."

Reproduction Cost is defined in Real Estate Terminology, Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of an exact duplicate or
replica using the same materials, construction standards, design, layout, and
quality of workmanship, embodying all the deficiencies, super adequacies and
obsolescence of the subject building."

The use of the replacement cost concept presumably eliminates all functional
obsolescence, and the only depreciation to be measured is physical deterioration
and external obsolescence. In this appraisal, the Marshall Valuation Service, a
nationally recognized cost service, as well as consultation with local
contractors, has been used to derive the estimate of the replacement cost. The
publishers of this manual consider the estimates to be replacement costs, but
when the cost model closely conforms in construction materials and methods to
the subject, these costs can be considered as reproduction costs.

Since the cost estimate is applied to the gross area of the subject property,
the deficiencies and other adequacies of the subject are embodied in the cost
estimate and are dealt with in the depreciation estimate. The cost utilized in
this analysis is therefore considered to represent Reproduction Costs.

This estimate is set forth on the Development Proforma located at the end of
this approach. These costs include hard costs for construction, soft costs for
architectural and engineering, soil, legal, supervision, fees and related costs;
Financing costs; leasing commissions; and rent loss during absorption.
Developers profit is added at 18 percent to account for the high level of risk
and skill required to develop hotel property.

The hard construction cost for the improvements is estimated at $71.38 per
square foot. Soft costs are estimated at 8 percent for design, architectural and
engineering; 3 percent for development overhead, and 25 percent of annual income
is estimated for opening expenses and income loss during stabilization.


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617 Nampa Boulevard, Nampa, ID


COST APPROACH (continued)

Furniture, Fixtures & Equipment
The guest rooms are furnished with typical modern furnishings which include
either a single king-sized bed, two or three queen beds, side tables, desk,
dresser, chairs, table, draperies, night stands, color television with remote,
lamps, couch, clock radio and telephones. Most rooms have a small refrigerator,
microwave and hair dryer. There are some kitchenette units. FF&E includes all
the furnishings, linens and supplies, cleaning and house keeping equipment,
business office and front desk equipment, furnishings and related personal
items. We have estimated these personal property items at a depreciated
replacement value of $2,500 per room, or $152,500.

Accrued Depreciation
Accrued depreciation is the difference between the reproduction cost of the
improvements and the market value of the improvements on the date of valuation.
Depreciation is characterized by three categories: physical, functional and
external.

Physical depreciation is evidenced by wear and tear of the structure. Functional
obsolescence is also caused by internal characteristics such as a poor floor
plan, inadequate mechanical equipment or functional inadequacy or over adequacy
due to size or other characteristics. External or economic obsolescence is
caused by conditions external to the property, such as a lack of economic demand
or changing property uses in the area, or general national or regional economic
conditions.

To establish the appropriate depreciation to be applied to the subject, the
Marshall Valuation Service has been consulted. This service collates by type of
construction and usage actual case studies of properties to produce market
derived depreciation and remaining life estimates. These studies resulted in
mathematical curves from which the depreciation for any initial life expectancy
can be computed. An additional method of estimating physical depreciation is the
Age/Life Method. This is a method of estimating incurable physical deterioration
as a percentage applied to current replacement or reproduction cost new of the
improvements. The percentage reflects the ratio of estimated effective age to
typical anticipated economic life.

The depreciation estimate for the subject property is based an effective age at
15 years and an expected life of 50 years for the improvements indicating a
depreciation estimate of 30 percent.

Located on the following page is a summary of the replacement cost new,
including depreciation and land value indication. It indicates an As Is value of
subject property, as follows:

                                   $3,040,000
                                   ==========


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James Ratkovich & Associates, Inc.                                            77
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617 Nampa Boulevard, Nampa, ID


                            Replacement Cost Study

<TABLE>
<CAPTION>
===============================================================================================
Development Proforma

Shilo Inn, Nampa, ID
- -----------------------------------------------------------------------------------------------

MVS: Sec. 11 P 17 Class D GoodCurrent X   LocaL X     Adj$/sf
- ---------------------------------------   -------     -------
<S>             <C>           <C>         <C>         <C>   
Base Cost:      $69.30        1.00        1.03        $71.38

<CAPTION>
Hard Costs                    Measure               $/Measure                Cost          $/SF
- ----------                    -------               ---------                ----          ----
<S>                           <C>                   <C>        <C>         <C>           <C>
Building                      34,008 SF             $71.38     $2,427,457
Yard Improvements                                              150,000
                                                               -------

Total Hard Costs                                                           $2,577,457    $75.79

Soft Costs
Architectural & Engineering                8.00%              $206,200
  Development Overhead                     3.00%                77,300
  Stabilization & Opening Expenses  25% of annual income       200,663

  Total Soft Costs                                                           $484,163    $14.24
                                                                             ========

  Total Improvement Costs                                                  $3,061,620    $90.03


  Entrepreneurial Profit       18.00%                                        $551,092    $16.20
                                                                             --------    ------
  Total                                                                    $3,612,712    106.23

  Depreciation Adjustment  Age/Life            % Dep.           $ Dep.
  Physical                 15/50               30.00%         $918,486

  Total Depreciation                                                         $918,486    $27.01
                                                                             --------    ------
  Project Costs (Depreciated Replacement Cost)                             $2,694,226    $79.22

  Depreciated Furniture Fixtures & Equipm     61 Units @        $2,500       $152,500

<CAPTION>
  Land Valuation                   Acres       SF    $/SF   Land Value         Total
  --------------                   -----       --    ----   ----------         -----
  Site Value in Fee                 1.04    45,300   $4.25   $192,525

<S>                                 <C>     <C>      <C>                 <C>     
  Site Value                        1.04    45,300   $4.30                  $195,000
- -----------------------------------------------------------------------------------------------
Indicated Value                                                           $3,041,726

Rounded                                                                   $3,040,000
                                                                          ==========

===============================================================================================
</TABLE>


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James Ratkovich & Associates, Inc.                                            78
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617 Nampa Boulevard, Nampa, ID


                           DIRECT COMPARISON APPROACH

The Direct Comparison Approach attempts to estimate the value of the subject
property by comparing sales of similar properties within the market area of the
subject. These sales are inspected, verified as to price, terms and conditions
of the property at the date of sale, location, and income characteristics of the
property. The data are then analyzed and compared to the subject property. The
units of comparison considered significant in determining the subject's market
value are the sale price per square foot and price per unit. In addition, a
Gross Room Revenue Multiplier is derived for use as an additional measure of
value for this approach. The overall rate is also abstracted from the market
data for use in the Income Approach.

A search of the subject's regional market area was conducted to find sales of
generally comparable hotel facilities that have occurred in the recent past. A
summary of the sales that were considered most relevant for this analysis are
summarized on the following page.


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James Ratkovich & Associates, Inc.                                            79
<PAGE>

                       -----------------------------------
                         REGIONAL SUMMARY OF HOTEL SALES
                       ===================================

<TABLE>
<CAPTION>
==============================================================================================================
                                   Date of   Year    Building    Land   Land/Bldg    No of    Gross   
No.    LOCATION                     Sale     Built     Area      Area     Ratio      Units   Area/Rm. 
==============================================================================================================

<C>  <C>                           <C>       <C>      <C>      <C>        <C>        <C>       <C>
1    Comfort Inn                   May-95    1990     30,740    76,405    2.49:1      58       530
     13207 NE 20th Avenue                              Est.
     Vancouver, WA

2    Comfort Inn                   Jun-96    1992     34,000    66,646    1.96:1      64       531
     8855 SW Citizens Drive
     Wilsonville OR

3    Ramada Inn                    Oct-94    1978     68,410    16,200    0.24:1     120       570
     2200 Fifth Avenue
     Seattle, WA

4    Travelodge                    Jun-94    1961     30,820    56,912    1.85:1      74       416
     4715 25th Avenue NE
     Seattle, WA

5    West Coast Gateway Hotel      Mar-96    1990     59,074    71,165    1.20:1     145       407
     18415 Pacific Highway South
     Seattle, WA

6    Best Western Hotel            Mar-95    1986     91,618   262,749    2.87:1     147       623
     15901 W. Valley Highway
     Tukwilla WA

<CAPTION>
==============================================================================================================
                                       Sale        Price/     Price/             Comments                         
No.    LOCATION                       Price       Sq. Ft.     Unit                                                
==============================================================================================================

<C>  <C>                            <C>           <C>        <C>        <C>                 
1    Comfort Inn                     $2,800,000    $91.09    148,276    Occupancy reported at 70 percent          
     13207 NE 20th Avenue                                               ADR @ $46.00. No food and beverage        
     Vancouver, WA                                                      One meeting room, spa, pool, excercise    
                                                                        Located near new mall.                    
                                                                                                                  
2    Comfort Inn                    $12,600,000    $76.47    140,625    Two-story wood frame motel located        
     8855 SW Citizens Drive                                             in suburban location.                     
     Wilsonville OR                                                                                               
                                                                                                                  
3    Ramada Inn                     $18,400,000   $l22.79    170,000    Four-story wood frame & stucco            
     2200 Fifth Avenue                                                  downtown location. Renovated prior        
     Seattle, WA                                                        to sale. $70 ADR estimate.                
                                                                                                                  
4    Travelodge                     $14,200,000   $136.28    556,757    Includes retail building (Blockbuster)    
     4715 25th Avenue NE                                                ADR est $55.00                            
     Seattle, WA                                                        Pool, spa.                                
                                                                                                                  
5    West Coast Gateway Hotel       $11,218,164   $189.90    577,367    SeaTac Airport location.                  
     18415 Pacific Highway South                                        All cash sale.                            
     Seattle, WA                                                                                                  
                                                                                                                  
6    Best Western Hotel             $15,500,000    $60.03    537,415    Three story wood frame structure          
     15901 W. Valley Highway                                            includes restaurant, spa, excercise       
     Tukwilla WA                                                        room and outdoor pool.                    

     Unadjusted Range              $60.03     to       $189.90 /Sq.Ft.
                                   $37,415    to       $77,367 /Unit

                                   Mean:     $112.76 / Sq Ft     $55,073 / Unit
</TABLE>


                                                                              80
<PAGE>

================================================================================


                                [GRAPHIC OMITTED


================================================================================

                                Comparable Sales


                                                                              81
<PAGE>

617 Nampa Boulevard, Nampa, ID


                              COMPARABLE SALE NO. 1

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


                               [GRAPHIC OMITTED]


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

<TABLE>
<S>                     <C>                         <C>                 <C>
ADDRESS:                Comfort Inn                 GRANTOR:            Ray Patel, et al.
                        13207 NE 20th Avenue        GRANTEE:            Shree Ram LLC
                        Vancouver, WA
DESCRIPTION:            Two-story wood frame        DOCUMENT #:         Na
                        and stucco limited service  MARKET TIME:        Na
                        hotel                       NUMBER OF UNITS:    58
YEAR BUILT:             1990                        SALE PRICE:         $2,800,000
LOT SIZE: 76,405 S.F.   SALE DATE:                  June 5, 1995
CONDITION:              Average/Good                TERMS:      $350,000 down
QUALITY:  Average                                               seller wrapped existing $1.45M
                                                                1st TD with, due in 10 years

BUILDING AREA:          30,740 S.F.                 GROSS INCOME:       $685,540
LAND:BLDG RATIO:        2.49:1                      NET INCOME:         $288,000
PRICE/S.F.:             $91.09                      OVERALL RATE        10.29%
PRICE/UNIT:             $48,276                     GRM:                4.08
FF&E:     $140,000
</TABLE>

COMMENTS: This property is located at the Vancouver Mall north of Portland
Airport in a newly developing area. It is a newer property in good condition but
round about access. 1994 ADR reported at $46.00 and Occupancy at 70%.


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                              COMPARABLE SALE NO. 2

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


                               [GRAPHIC OMITTED]


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

<TABLE>
<S>                     <C>                         <C>             <C>
ADDRESS:                Comfort Inn                 GRANTOR:        Mahalaxmi Inc.
                        8855 SW Citizens Drive      GRANTEE:        Ganesh Enterprises
                        Wilsonville, OR
DESCRIPTION:            Two-story wood              DOCUMENT #:     9603044444
                        frame limited service       MARKET TIME:    Na
                        hotel
NUMBER OF UNITS:        64
YEAR BUILT:             1992                        SALE PRICE:     $2,600,000
LOT SIZE:               66,646 S.F.                 SALE DATE:      June 19, 1996
CONDITION:              Average/Good                TERMS:          $800,000 down
QUALITY:                Average                                     $1,8M 1st Td Commercial Bank
BUILDING AREA:          34,000 S.F.                 GROSS INCOME:   $804,825
LAND:BLDG. RATIO:       1.96:1                      NET INCOME:     $310,628
PRICE/S.F.:             $76.47                      OVERALL RATE    11.95%
PRICE/UNIT:             $40,625                     GRM:            3.23
FF&E:                   $160,000 Est.
</TABLE>

COMMENTS: This suburban property is located near Highway 5 and is a newer
property with good exposure but less than direct access.


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James Ratkovich & Associates, Inc.                                            83
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617 Nampa Boulevard, Nampa, ID


                              COMPARABLE SALE NO. 3

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


                                [GRAPHIC OMITTED]


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

<TABLE>
<S>                     <C>                         <C>                 <C>
ADDRESS:                Ramada Inn                  GRANTOR:            2200 Fifth Ave. Ltd.
                        2200 5th Avenue             GRANTEE:            Devin Corporation
                        Seattle, WA
DESCRIPTION:            Four-story over parking     DOCUMENT #:         9410280992
                        frame and stucco hotel      MARKET TIME:        6 months
                        with restaurant/lounge      UMBER OF UNITS:     120
YEAR BUILT:             1978                        SALE PRICE:         $8,400,000
LOT SIZE:               16,200 S.F.                 SALE DATE:          October 28, 1994
CONDITION:              Average                     TERMS:           $3,000,000 down
QUALITY:                Average                                      $5,400,000 1st Td Seafirst Bank
BUILDING AREA:          68,410 S.F.                 GROSS INCOME:       Na
LAND:BLDG RATIO:        0.24:1                      NET INCOME:         Na
PRICE/S.F.:             $122.79                     OVERALL RATE        Na
PRICE/UNIT:             $70,000                     GRM:                Na
</TABLE>

COMMENTS: This property is located on Fifth Avenue in the Denny Grade area of
downtown Seattle. It was renovated prior to the sale with new lobby, HVAC and
FF&E. Property leases additional parking nearby. Seller leased back property for
10 years, terms unknown. Central city location, average appeal.


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                              COMPARABLE SALE NO. 4

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


                                [GRAPHIC OMITTED]


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

<TABLE>
<S>                     <C>                         <C>             <C>
ADDRESS:                Travelodge                  GRANTOR:        Vincent Hanna Fowler Inv.
                        4715-25 25th Avenue NE      GRANTEE:        P.B. Investments Ltd.
                        Seattle, WA
DESCRIPTION:            One and two-story wood      DOCUMENT #:     9506222113
                        frame and stucco motel      MARKET TIME:    12 month
                        with 6,700 sf retail
                        building
NUMBER OF UNITS:        74
YEAR BUILT:             1961                        SALE PRICE:     $4,200,000
LOT SIZE:               56,912 S.F.                 SALE DATE:      June 22, 1994
CONDITION:              Average                     TERMS:          All cash
QUALITY:                Average
BUILDING AREA:          30,820 S.F.                 GROSS INCOME:   Na
LAND:BLDG RATIO:        1.85:1                      NET INCOME:     Na
PRICE/S.F.:             $136.28                     OVERALL RATE    Na
PRICE/UNIT:             $56,757                     GRM:            Na
</TABLE>

COMMENTS: This suburban property is located north of the University of
Washington and across from University Village shopping center. The Travelodge
has a detached Blockbuster retail store on the site which enhanced the sales
price. That store is leased at $9,520 per month triple net with 7 years
remaining. Extraction of retail portion value indicates $800,000 based on
capitalization of lease income for 7 years plus reversion on the Blockbuster
lease. Residual to the Motel is $3,400,000 or $45,945 per unit and $110.32 per
square foot.


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James Ratkovich & Associates, Inc.                                            85
<PAGE>

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                              COMPARABLE SALE NO. 5

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


                                [GRAPHIC OMITTED]


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

<TABLE>
<S>                     <C>                            <C>                 <C>
ADDRESS:                Westcoast Gateway Hotel        GRANTOR:        Gateway Hotel LP
                        18415 S. Pacific Highway       GRANTEE:        Patriot American Hospitality
                        Sea-Tac, WA
DESCRIPTION:            Six-Story, good quality Class  DOCUMENT #:     7110-407
                        B hotel w/ restaurant, lounge  MKTG.TIME::     N/A
                        Pool and spa amenities.        ROOM CT.:       145
YEAR BUILT:             1990                           SALE PRICE:     $ 11,218,164
LOT SIZE:               71,165 SF (1.63 Acre)          SALE DATE:      March, 1996
CONDITION:              Good                           TERMS:          Cash Equivalent
QUALITY:                Average-Good                   CLASS:          Limited service, upper tier
BUILDING AREA:          59,074 SF                      GROSS INCOME:   N/A
LAND:BLDG RATIO:        1.20:1                         NET INCOME:     N/A
PRICE/SF:               $189.90                        OVERALL RATE    N/A
PRICE/UNIT:             $77,367                        GRM:            N/A
</TABLE>

COMMENTS: This property is located adjacent to the Sea-Tac International
Airport. It has one of the best proximity of the hotels along Pacific Highway.
Constructed of good quality Class B materials. Part of a five property portfolio
sale which included 3 Seattle properties, 1 in Wenatchee, and 1 in California.
Unable to obtain operating data to extract OAR, or revenue/expense ratios.


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James Ratkovich & Associates, Inc.                                            86
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617 Nampa Boulevard, Nampa, ID


                              COMPARABLE SALE NO. 6

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


                                [GRAPHIC OMITTED]


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

<TABLE>
<S>                     <C>                         <C>                 <C>
ADDRESS:                Best Western Southcenter    GRANTOR:        United States National Bank
                        15901 W. Valley Highway     GRANTEE:        Wen & Liu
                        Tukwilla, WA
DESCRIPTION:            Three-story and one-story   DOCUMENT #:     95-3311394
                        wood frame structures,      MKTG.TIME::     N/A
                        restaurant, pool & spa      No Of Units:    147
YEAR BUILT:             1986                        SALE PRICE:     $5,500,000
LOT SIZE:               262,749 S.F.                SALE DATE:      March 31, 1995
CONDITION:              Average                     TERMS:          Cash Equivalent
QUALITY:                Average
BUILDING AREA:          91,618 S.F.                 GROSS INCOME:   N/A
LAND:BLDG RATIO:        2.87 :1                     NET INCOME:     N/A
PRICE/SF:               $60.03                      OVERALL RATE    N/A
PRICE/UNIT:             $37,415                     GRM:            N/A
</TABLE>

COMMENTS: This property is regarded as the limited service hotel facility in the
Seattle-Tacoma market area. Located near Freeway across the street from newer
Embassy Suites and north of Residence Inn Hotel in a suburban location. Unable
to obtain operating data to extract OAR, or revenue/expense ratios.


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DIRECT COMPARISON APPROACH (Continued)

To compare the relevant sales to the subject property, consideration has been
given to such factors as financing, market conditions, conditions of sale and
physical and economic characteristics such as location, quality of the
improvements, age and condition of the improvements, overall size and property
operation levels.

Property Rights Conveyed

This adjustment considers the differences in legal status (interest) between the
subject property and the comparable sales. Specific interests convey different
types of rights in a property that affect value. Property rights can be defined
as fee simple, leased fee and leasehold interests. All the sales used were fee
simple estates and no property rights adjustments are necessary.

Financing Adjustment

Typical income producing property sales transactions involve some combination of
mortgage financing and cash (or equity) transfer. Knowledgeable investors are
aware that the use of mortgage financing will have an effect on the yield to
equity funds. The careful structuring of the mortgage and equity components of a
transaction may produce higher returns to the equity position than the overall
return to the property (positive leverage). This process can work in the
opposite direction when the rate paid for mortgage funds exceeds the overall
rate produced by the property (negative leverage). When the terms of the sale
are atypical, the result may be a price that is higher or lower than that of a
normal market transaction. In this analysis, it is assumed that the subject is
expected to sell for cash or with the prevalent institutional financing terms
available.

The comparable sales have been reviewed in reference to their financing and
typically involved normal or large down payments with the balance typically
financed by the seller or major lending institutions at prevailing long term
rates. No secondary financing was of any particular advantage and was not
considered to affect the sale prices. Based on an analysis of the financing
terms of the comparable sales, no adjustments were required and the sales are
all cash equivalent.

Conditions of Sale

The comparables were reviewed for their conditions of sale surrounding the
transactions. Sale 4 has a retail store on site that is estimated to contribute
approximately $800,000 which results in an adjusted price to the hotel property
of $3,400,000 or $45,945 per room. Sale 5 sold to the same buyer as part of a 5
property portfolio sale. However, the prices were established for each of the
sale properties separately and no adjustment is necessary. The other sales are
not considered to require any conditions of sale adjustments since the sales
prices were all based on market value with no unusual conditions surrounding the
transactions.


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617 Nampa Boulevard, Nampa, ID


DIRECT COMPARISON APPROACH (Continued)

Market Conditions

The next adjustment to the comparables is to determine any change in value
associated with the passage of time. Due to changes in market conditions between
the date of sale and the date of valuation, an adjustment must be made to
compare the comparable sale to the subject. Changes in the market conditions
often result from various causes such as inflation, deflation, changing demand
or supply and changes in the general economy. It is noted that the adjustment is
not for the passage of time itself, but for the changes in market conditions
that have occurred over the time period in question. The best indication of
value change over time is the sale and resale of the same property. The sales
used occurred between mid 1994 and mid 1996, under similar market conditions as
exist for the subject valuation. No market conditions adjustments are warranted.

Locational, Quality, Age and Condition and General Adjustments

The sales used indicate a range between $60.32 to $189.90 per square foot. They
range between $37,415 to $77,367 per unit. The sales occurred between June 1994
and June 1996 and are the best available sales comparables for use in comparison
to the subject property due to their generally similar physical and economic
characteristics.

It is noted here that we reviewed several motel/hotel sales in the local market
area which occurred in the past two years and found most to have sold at prices
below the low end of the above range. Many of those properties are locally
oriented, poorly performing properties which did not represent viable investment
alternatives to the subject and thus they were not included in our analysis. We
had to broaden our search to a regional market since we considered the subject
property to have a regional investment and market appeal. While the sales used
are not direct comparables to the subject property, generally being in urban
locations and larger market areas, they are the best indicators of the subject's
value due to its economic and market characteristics which are more similar to
the sales used than to local sales, and due to its regional identity as part of
the regional chain with a good reputation and an established guest following.

Since the validity test for all adjustments in the sales comparison approach is
what the market reaction to differences will be, we conclude that the market's
reaction to one property over another is ultimately reflected in its stabilized
operating performance. Market preferences for dozens of amenities and
characteristics including neighborhood/location, pool/spa's, exercise rooms,
restaurants, shuttle services, continental breakfasts, free movie channels etc.
are all expressed in the economic productivity of the going concern. The better
the amenity mix the more the property generates. Conversely, if the operations
and facilities fail to meet local standards and customer preferences, this will
be reflected in a lower economic performance.


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James Ratkovich & Associates, Inc.                                            89
<PAGE>

617 Nampa Boulevard, Nampa, ID


DIRECT COMPARISON APPROACH (Continued)

Therefore, individual adjustments for property characteristics are not even
attempted here. Developing statistical correlation to determine the relative
contribution to total property value of various amenities or locational
characteristics would become absurdly complex. Instead we focus on the range of
values indicated on a per unit basis and on the value indicators that indicate
economic productivity and return potential. These are the gross revenue
multiplier (GRM) and the overall capitalization rate (OAR).

Gross Revenue Multipliers

We were careful to select our primary comparable sales from within the general
region of the subject property where similar economies and social factors impact
value. However when we attempted to verify income and operating expense
information for the sales referenced herein we were only able to confirm data
for two of the six sales profiled here. This is simply too small a sampling to
develop reliable GRM and OAR indicators for estimating values through the Sales
Comparison Approach. Therefore we have summarized these sales together with four
other supplementary sales for which income/expense data and GRM/OAR indicators
could be extracted and verified. These sales are summarized on the table on the
previous page.

These sales represent a broader cross-section of hotel properties encompassing
limited and full service properties, and include some middle and upper tier
market operations. The best GRM value indicators for the subject property are
indicated by Sale Nos. 1 through 4 which suggest GRM's in the mid 3 range to
high 3 times gross revenue. We have estimated a GRM of 3.7 as applicable to the
subject property which indicates a value of:

                        $802,653 GRM x 3.7 =    $2,969,816

                        Rounded                 $2,970,000

Value Per Unit

Recognizing that these indicators yield somewhat divergent values, we must point
out that without a highly detailed, multi-factorial quantitative adjustment
process, the sales comparison approach is going to yield the most divergent
array of value indicators of the three approaches. Attempting to apply
"reasonable" adjustments injects so much subjectivity into the analyses that we
conclude the principal benefits of the direct sales comparison approach are
diagnostic rather than projective. They may reveal operating, economic and
functional anomalies of the subject property but in the end prove marginal at
actually predicting value.


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James Ratkovich & Associates, Inc.                                            90
<PAGE>

                         -------------------------------
                            SUPPLEMENTAL HOTEL SALES
                         -------------------------------

<TABLE>
<CAPTION>
==============================================================================================================================
                         Date of    Year   Building  No.of     Gross                 Sale       Price/    Price
No.     LOCATION           Sale     Built    Area    Units    Revenue      NOI       Price      Sq. Ft.    Unit   GRM    OAR
==============================================================================================================================

<C>                       <C>       <C>     <C>         <C>  <C>        <C>        <C>          <C>      <C>      <C>   <C>   
1  Comfort Inn            May-95    1990    30,740      58   $685,540   $288,000   $2,800,000   $91.09   $48,276  4.08  10.29%
   13207 NE 20th Avenue
   Vancouver, WA

2  Capital Inn/Days Inn   Jan-95    l990    29,949      81   $778,745   $373,765   $3,320,000  $110.86   $40,988  4.26  11.26%
   120 College Street
   Lacey WA

3  Quality Inn            Oct-95  1977/86   29,200      73   $685,200   $293,760   $2,625,000   $89.90   $35,959  3.83  11.19%
   1545 NE Burnside
   Greshan, OR

4  Comfort Inn            Jun-96    1992    34,000      64   $804,825   $310,628   $2,600,000   $76.47   $40,625  3.23  11.95%
   8855 SW Citizens Drive
   Wilsonville OR

5  Ameritel Inn           Jun-96    l99l    48,966      94 $1,652,218   $823,838   $6,110,000  $124.78   $65,000  3.70  13.48%
   Confidential

6  Bellevue Hilton        Aug-95    1979   122,369     180 $3,945,000 $1,107,000  $12,300,000  $100.52   $68,333  3.12   9.00%
   100 ll2th Street NE
   Bellevue WA

                                   Mean:                                                        $98.93   $49,863  3.70  1l.19%
   Unadjusted Ranges:             $76.47    to    $124.78 /Sq.Ft.
                                 $35,959    to    $68,333 /Unit
                                    3.12    to       4.26 GRM
                                   9.00%    to      l3.48% OAR
</TABLE>


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James Ratkovich & Associates, Inc.                                            91
<PAGE>

617 Nampa Boulevard, Nampa, ID


DIRECT COMPARISON APPROACH (Continued)

The primary sales comparables most similar to the subject in geographic
proximity, size, type of operation and age are Sales Nos. 1, 2, 4, and 6. These
sales suggest values in the mid 40,000's per unit. However, these properties are
priced at a lower daily rate and achieve lower occupancies which requires us to
be above that range. Sale Nos. 3 and 5 indicate a value range of $70,000 and
$77,367 per unit and represent more similar economic characteristics but
superior locations. Given the age and overall condition of the subject we
conclude that the subject is between the two ranges indicated above. Therefore,
we conclude on a value of $50,000 per room or:

                   61 Units @ $50,000 per Unit = $3,050,000

                            Conclude @ $3,050,000

Correlation of Value

The two units of comparison applied indicate a range of value for the subject
property between $2,970,000 and $3,050,000. We have selected a value indication
at the middle of the two indications, as follows:

                     Conclude                   $3,000,000
                                                ==========


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James Ratkovich & Associates, Inc.                                            92
<PAGE>

617 Nampa Boulevard, Nampa, ID


                                 INCOME APPROACH

The Income Approach is premised upon the principle of anticipation which holds
that value is determined by the present worth of the anticipated future
benefits. These benefits in the case of an income producing property are the net
cash flows, the reversion at the end of the holding period, and the inherent tax
benefits afforded an owner of income property.

In this approach, the value is estimated by the capitalization of the expected
future net income. Capitalization is the process of converting an income stream
into a single capital value. This is the amount that a prudent, typical informed
purchaser would pay as of the valuation date for the right to receive the
forecast net income over the specific period.

In order to make relatively accurate income and expense projections for the
subject property, we have relied on the subject's actual operating history for
the past three years, plus the trailing 12 months ended August 1996. We also
relied on market conditions, lodging industry reports and our survey of lodging
competition in the subject's area. We also analyzed local industry trends from
Star Reports as prepared by Smith Travel Research.

As a part of our analysis to develop the potential gross income of the subject,
the appraiser has conducted a survey of hotel facilities considered to be
competitive with the subject property. The survey focused on hotels which are
considered to be primary competition to the subject. These hotels are summarized
on the following page.


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James Ratkovich & Associates, Inc.                                            93
<PAGE>

617 Nampa Boulevard, Nampa, ID


                          SUMMARY OF COMPETITIVE HOTELS

<TABLE>
<CAPTION>
===============================================================================================
  No.          Location           No. of          Rack Rate                  Comments
                                  Rooms
===============================================================================================
   <S>      <C>                    <C>     <C>                      <C>
   1          Comfort Inn          65       $50.00-$51.00 Single    Guest Laundry,
              901 Specht                    $62.00-$79.00 Double    TVs-Satellite, Indoor
            Caldwell, Idaho                $86.00-$92.00 Queen w/   Pool-24 hours, Sauna,
             208-454-2222                        kitchenette        Spa, Free local calls,
                                            $112.00-$120.00 King    Cont. breakfast, Rodeo
                                                Jacuzzi Suite       Peak Season July-August,
                                                                    Built Feb. 1989
- -----------------------------------------------------------------------------------------------
   2         Super 8 Motel         62       $39.88-$44.88 SglQun    Built 1978,
            624 Nampa Blvd.                 $39.88-$46.88 DblQun    TVs-Satellite, Outdoor
             Nampa, Idaho                   $42.88-$47.88 SglKng    Pool, Spa, Sauna, Steam,
             208-467-2888                    $54.88-$56.88 Suite    All rooms with
                                                                    microwaves,
                                                                    refrigerators, free
                                                                    locals, Cont. breakfast
- -----------------------------------------------------------------------------------------------
   3      Shilo Inn Nampa Ste      84         $69 Single Queen      Built 1990,
            1401 Shilo Dr.                   $79 King Mini Suite    TVs-Satellite, Indoor
             Nampa, Idaho                                           Pool, Spa, Sauna, Steam,
             208-446-8993                                           Exercise room, all rooms
                                                                    with microwaves,
                                                                    refrigerators, free
                                                                    locals, Cont. breakfast
- -----------------------------------------------------------------------------------------------
   4          Mr. Sandman          106     $39-$44 Single (1 bed)   Built 1993,
            I-84 @ Exit 44                    $48-$54 Dbl Queen     TVs-Satellite, Outdoor
            Meridian, Idaho                   $75-$84 King with     Pool, Indoor Spa, Sauna,
             208-887-2062                        kitchenette        Steam Athletic Club
                                            $99-$119 King Jacuzzi   passes, Free local calls,
                                                    Suite           Continental Breakfast,
                                                                    Refrigerators in rooms;
                                                                    No microwaves or kitchens
- -----------------------------------------------------------------------------------------------
   5           Sleep Inn           65        $52.00 Single Queen    Built/Opened Sept. 1996
            1315 Industrial                 $57.00 Double Occup.    TVs-Satellite, Indoor
                 Road                         $57.00 Two Queens     Pool, Spa, Sauna, Gym,
             Nampa, Idaho                                           Cont. Breakfast, Free
             208-463-6300                                           locals, Community Room,
                                                                    Videos for rent, free USA
                                                                    today in business class
===============================================================================================
</TABLE>


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James Ratkovich & Associates, Inc.                                            94
<PAGE>

================================================================================


                               [GRAPHIC OMITTED]


================================================================================


                               Competitive Map


                                                                             95
<PAGE>

617 Nampa Boulevard, Nampa, ID


                             COMPETITIVE HOTEL NO. 1

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


                               [GRAPHIC OMITTED]


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

                             COMPETITIVE HOTEL NO. 2

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


                               [GRAPHIC OMITTED]


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


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James Ratkovich & Associates, Inc.                                            96
<PAGE>

617 Nampa Boulevard, Nampa, ID


                             COMPETITIVE HOTEL NO. 3

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


                               [GRAPHIC OMITTED]


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

                             COMPETITIVE HOTEL NO. 4

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


                               [GRAPHIC OMITTED]


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


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James Ratkovich & Associates, Inc.                                            97
<PAGE>

617 Nampa Boulevard, Nampa, ID


                             COMPETITIVE HOTEL NO. 5

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


                               [GRAPHIC OMITTED]


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


- ----------------------------------
James Ratkovich & Associates, Inc.                                            98
<PAGE>

                                    SHILO INN
                               617 Nampa Boulevard
                                    Nampa, ID
# of Rooms            61
Building Area      34,008 sf

                     RECONSTRUCTED HISTORICAL OPERATING DATA

<TABLE>
<CAPTION>
                                                                                        
                                   1993                        1994                     
========================================================================================

<S>                               <C>                          <C>                      
Occupancy Rate                    63,00%                       73.00%                   
Average Room Rate                 $45.65                       $46.93                   
- ----------------------------------------------------------------------------------------

<CAPTION>
REVENUES                                  % Total  Per Room            % Total  Per Room
<S>                             <C>        <C>      <C>      <C>        <C>      <C>    
  Room Rentals                  $641,490    97.0%   $10,516  $761,864     967%   $12,490
  Restaurant                           0     0.0%        $0         0      00%        $0
  Telephone                       14,177     2.1%      $232    19.217     2.4%      $3I5
  Other Income                     5,356     0.8%       $88     6,930     0.9%      $114
- ----------------------------------------------------------------------------------------
  Total Revenue                 $661,023   100.0%   $10,836  $788,011   100.0%   $12,918

EXPENSES
  Departmental Expenses
  Rooms Department               156,675    23.7%    $2,568   176.612    22.4%    $2,895
  Food & Beverage                  9.312     1.4%      $153     9,446     1.2%      $155
  Telephone                       13,398     2.0%      $220    14,425     1.8%      $236

Undistributed
 Operating Expenses
  Administrative & General        28,489     4.3%      $467    29,007     3.7%      $476
  Management                      33,051     5.0%      $542    39,401     5.0%      $646
  Marketing                        9,040     1.4%      $148     8,373     1.1%      $137
  Utilities                       27,145     4.1%      $445    26,900     3.4%      $441
  Property Operations
   & Maintenance                  23,730     3.6%      $389    26,675     3.4%      $437
  Capital Expenditures            11,156     1.7%      $183    13,835     1.8%      $227
  Miscellaneous                    1,945     0.3%       $32     2,655     0.3%       $44

Fixed Charges
  Property Tax & License          20,689     3.1%      $339    23,359     3.0%      $383
  Insurance                        6,783     1.0%      $111     6,809     0.9%      $112

- ----------------------------------------------------------------------------------------
  Total Expenses                $341,413    51.6%    $5,597  $377,497    47.9%    $6,188

NET OPERATING INCOME            $319,610    48.4%    $5,240  $410,514    52.1%    $6,730
- ----------------------------------------------------------------------------------------

<CAPTION>
                                                            Trailing 12
                                   1995                     Months 8/96
=======================================================================================

<S>                               <C>                         <C>   
Occupancy Rate                    72.00%                      66.00%
Average Room Rate                 $48.58                      $47.93
- ---------------------------------------------------------------------------------------

<CAPTION>
REVENUES                                  % Total  Per Room           % Total  Per Room
<S>                             <C>        <C>      <C>      <C>       <C>      <C>    
  Room Rentals                  $773,846    96.4%   $12,686  $697,969   96.8%   $11,442
  Restaurant                           0     0.0%        $0         0    0.0%        $0
  Telephone                       20,288     2.5%      $333    17,038    2.4%      $279
  Other Income                     8,380     1.0%      $137     6,143    0.9%      $101
- ---------------------------------------------------------------------------------------
  Total Revenue                 $802,514   100.0%   $13,156  $721,150  100.0%   $11,822

EXPENSES
  Departmental Expenses
  Rooms Department               179,286    22.3%    $2,939   177,158   24.6%    $2,904
  Food & Beverage                 10,707     1.3%      $176    11,267    1.6%      $185
  Telephone                       15,853     2.0%      $260    14,901    2.1%      $244

Undistributed
 Operating Expenses
  Administrative & General        33,843     4.2%      $555    28,393    3.9%      $465
  Management                      40,126     5.0%      $658    36,058    5.0%      $591
  Marketing                       13,409     1.7%      $220     7,116    1.0%      $117
  Utilities                       26,526     3.3%      $435    27,503    3.8%      $451
  Property Operations
   & Maintenance                  32,280     4.0%      $529    27,270    3.8%      $447
  Capital Expenditures            21,454     2.7%      $352    12,149    1.7%      $199
  Miscellaneous                    3,269     0.4%       $54     3,367    0.5%       $55

Fixed Charges
  Property Tax & License          21,747     2.7%      $357    21,747    3.0%      $357
  Insurance                        6,253     0.8%      $103     5,413    0.8%       $89

- ---------------------------------------------------------------------------------------
  Total Expenses                $404,753    50.4%    $6,635  $372,342   51.6%    $6,104

NET OPERATING INCOME            $397,761    49.6%    $6,521  $348,808   48.4%    $5,718
- ---------------------------------------------------------------------------------------
</TABLE>


                                                                              99
<PAGE>

617 Nampa Boulevard, Nampa, ID


INCOME APPROACH (Continued)

Occupancy and Room Revenue Estimates
The subject's reconstructed historical operating summary, as provided by the
Shilo Inn, is located on the previous page. Occupancy changed from 63 percent in
1993 to 73 percent in 1994, to 72 percent in 1995 and is 66 percent for the
trailing 12 months. The average daily room rate has increased from $45.65 in
1993 to $47.93 in 1996. We expect the subject property to maintain its operation
within this range of the market for the foreseeable future.

The Smith Travel Research report located in the addenda indicates that occupancy
market wide was 69.4 percent in 1993, 70.1 percent in 1994, 69.5 percent in 1995
and is achieving 70.9 percent in the first nine months of 1996. The average
daily rates have similarly remained stable from $48.39 in 1993 to $54.36 in
1996. These figures reflect support for the subject's operations

Based on our analysis of the competitive market area and the subject's
operations, it is our opinion that the subject will achieve an average occupancy
rate of 70 percent in 1997 and increase to stable levels of 72 percent per year
for the duration of our analysis. An average daily rate of $50.00 for year one,
projected to increase at an annual rate of 3 percent per year.

Other Revenues
Other revenues include telephone income, estimated at 2.5 percent of room
revenues and miscellaneous other income from vending machines and similar items,
which is estimated at 0.5 percent of room revenues. The subject's history is the
best indicator of these revenue.

EXPENSE ANALYSIS

In addition to the subject's actual historical operating data, previously
presented, we have reviewed expense data as reported in Trends by PKF
Consulting, and Star Travel Research which are both located in the addenda.


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James Ratkovich & Associates, Inc.                                           100
<PAGE>

617 Nampa Boulevard, Nampa, ID


INCOME APPROACH (Continued)

Departmental Expenses
Rooms
Room expenses include salaries, wages, payroll taxes and fringe benefits for
front desk staff and housekeeping personnel; general hotel expenses (excluding
franchise fees); guest room supplies; cleaning supplies; laundry, linen;
reservations/booking expenses; travel agent commissions; and numerous other
small expense categories. PKF industry standards indicate a range from $3,166 to
$3,950 per room. Star Research reports rooms department expenses to range from
$3,208 to $4,432. The subject's reconstructed historical data indicates a range
from $2,568 to $2,939 per room. The subject is operating at stable and
consistent levels which are below industry averages. We have projected $2,950
per room for departmental room expense which is near the subject's actual
historical performance. We believe that a typical buyer for the subject property
would a similar chain operation or even larger organization that can achieve the
same efficiencies that the current operations have demonstrated.

Telephone
Telephone expenses include monthly service charges, local and long distance
charges billed by the phone company. The subject property utilizes a discount
rate long distance provider which bills in six second increments, and offers
discounted long distance rates. Although the ratio of phone revenues to expenses
are in line with the industry standard at about 2:1, these operations comprise a
small percentage of revenue. We have utilized an expense ratio of 80 percent of
telephone revenues based on historical data.

UNDISTRIBUTED OPERATING EXPENSES

These expenses reflect the expenses and fixed overhead items which are not
attributable to any specific activity or profit center but are required to
maintain the going concern operation. These include Administrative and General
Expenses; Franchise Fees; Marketing and Guest Entertainment costs; Property
Operation and Maintenance Costs; Energy / Utility Costs and miscellaneous other
unallocated departmental costs.

Administrative and General
These expense items include: administrative staff salary/wages, payroll taxes
and benefits; bookkeeping and accounting; vehicle expenses; credit card
commissions; office supplies; printed materials; postage; professional and legal
fees; contract security; and owner/manager travel expenses, and bad debt
write-offs. PKF reveals that industry standards for administrative and general
expenses in the two property categories we compared the subject to ranged from
7.8% to 9.0%. Smith Travel indicates this expense to range from 9.1% to 9.4% for
the subject's categories. The subject expended between 3.7% and 4.3% for G&A
over the past four years. We conclude that the most subject's actual experience,
with some consideration to industry averages, is the best indicator of this
expense and have selected 4.0% for our projections.


- ----------------------------------
James Ratkovich & Associates, Inc.                                           101
<PAGE>

617 Nampa Boulevard, Nampa, ID


INCOME APPROACH (Continued)

Management Fees
The subject property is owner operated and the primary compensation paid to the
owner managers comes in the form of profit distributions. A portion of the
executive management compensation is also accounted for in Administrative
salary/wages which are also somewhat below industry averages by several
measures. A typical market derived management fee for an operation such as the
subject should run at least 3.0%-5.0% according to most reliable sources. PKF
industry standards indicate a range for management of 2.8% to 3.1%. Smith Travel
indicates 2.8% to 3.8% for management expense in the subject's categories. The
subject has a 5 percent internal accounting management fee. We have utilized a
management fee of 5.0 percent for our projections which is above industry
standards.

Franchise and Marketing Expense
Franchise and marketing expense includes charges for regional or national chain
affiliations or franchise, expenses for advertising, promotional literature and
activities. Historically the subject has expended between 1.1% to 1.7% for
advertising and there is no franchise fee since the subject is company owned.
PKF industry standards indicate advertising expense to range from 3.7% to 3.9%
and franchise fees to range from 0.9% to 1.9%. Smith Travel indicates 3.7% to
6.6% for advertising and 1.7% to 3.5% for franchise fees. Despite the current
level of the subject's expenditures, we used the industry standards for our
projections, since we look at typical owner requirements rather than Shilo's
actual corporate profile. We have utilized a rate of 3.0% for franchise and 5.0%
for marketing, for a total of 8%, based on our estimate of the appropriate costs
for the subject property to continue to perform at current levels.

Energy / Utility Costs
Expenses in the Energy/Utility category are highly consistent over the previous
four years of operation. We note that the Pacific Northwest has the lowest
energy costs of any region of the US because of the relative abundance of
hydroelectric power. The subject has expended between 3.3 to 4.1 percent in
utility expenses in the past four years. PKF industry standards indicate a range
from 3.9 to 5.0 percent and Smith Travel indicates a range from 4.8% to 6.3%. We
have utilized 3.5 percent for our analysis based on the subject's historical
data.

Property Operations and Maintenance
This category includes automotive maintenance; Building expenses; computer
equipment and software systems; Copy Machine/Fax machine maintenance;
maintenance contracts; grounds maintenance; painting and decorating; swimming
pool/spa maintenance contracts; TV repairs; tools and other miscellaneous
expenses. The subject has historically spent between 3.4 and 4.0 percent for
repairs and maintenance which includes some capital improvements expenses. PKF
industry standards indicate a range from 4.5 to 6.2 percent and Smith Travel
indicates 4.2% to 5.2% for this item. We have utilized a rate of 3.5 percent
based on the subject's most recent historical data and industry standards.


- ----------------------------------
James Ratkovich & Associates, Inc.                                           102
<PAGE>

617 Nampa Boulevard, Nampa, ID


INCOME APPROACH (Continued)

FIXED CHARGES

Property Taxes
According to the county assessor, the subject's current property taxes are
$22,438. Taxes are based on six year cycle assessments with annual adjustments
by the assessor. A sale does not trigger a reassessment. We expect future
assessment increases to be in line with historical increases. Property taxes for
the subject property are estimated at $25,000 in our projections to account for
personal property taxes.

Property Casualty Insurance
Insurance has been consistent during the last four years between 0.8 and 1.0
percent of total revenue which is slightly below the 1.0% to 1.2% level
suggested by the industry standard data. A one year premium for fire and
extended coverage and liability has been estimated at 0.8 percent. Industry
averages are above the actual history of the subject but these are a general
indicator overall, highly dependent on location and negotiations. In the final
analysis we relied on the subject's history.

Replacement Reserves
The short-lived building components and equipment which require replacement and
for which a reserve account should be set up consist of roof covering, floor
covering, draperies, water heaters, air conditioning systems and other
mechanical systems servicing the buildings and other capital expenditures. Since
these expenses are bound to occur, we have accounted for this expense item as a
percentage of total revenue. Some of the replacement items are included in
normal maintenance, supplies and room expense items.

The International Society of Hospitality Consultants released a comprehensive
study in 1995 which examined historical industry-wide CapEx expenditures for the
10 year period from 1983 through 1993. The study, funded by 16 high profile
national and international hospitality management companies, lenders and hotel
operators concluded that the historical convention of reserving only 2%-3% of
gross revenues was inadequate for funding the actual capital outlays required to
maintain a property in a typically competitive market. They concluded that
capital expenditures for limited service properties averaged 3.7%.

They also noted that CapEx expenditures increased significantly as a hotel ages
with a spike every 7 to 9 years when major renovations of guest rooms and public
areas are required. They pointed out that properties in their survey data built
before 1981 averaged CapEx outlays of 9.6% of annual gross revenue. What this
clearly reveals is that historical reserves have been grossly underestimated and
have caused financial distress for both financiers and operators of hotel
properties. The bottom line of the study is that properties over 7 to 8 years
old, and certainly those over 10 years old will require reserves of roughly 2.5
times to 3.0 times the traditionally accepted reserve allowance. For upper-tier,
limited service properties and lower-tier, full service


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James Ratkovich & Associates, Inc.                                           103
<PAGE>

617 Nampa Boulevard, Nampa, ID


INCOME APPROACH (Continued)
Capitalization Analysis

properties this will equate to a total CapEx reserves of 4%-5% at a minimum,
depending on age, method of construction, historical occupancy/use levels and
prior CapEx investment.

We have divided reserves charges into two categories: Furniture, Fixtures &
Equipment and Improvement Reserves. The furniture, fixtures and equipment used
in the operations of the subject property is charged at a rate of 3.0 percent of
total revenue based on industry standards and our estimate of the useful life of
the subject's FF&E. The improvements reserve for replacement expense is
estimated at 2.0 percent of total revenue.

Direct Capitalization: This technique employs the use of an overall rate. This
is an annual percentage rate that expresses the relationship between net
operating income and the present worth of the property. The term overall rate
reflects the fact that the rate incorporates capital appreciation or
depreciation along with a return on net income. The overall rate must represent
what informed, prudent and rational investors are requiring and obtaining for
similar, competitive properties in the current market.

Overall Rate Derivation / Direct Capitalization: The first estimate of value we
develop through the Income Approach is developed with the Direct Capitalization
Technique, which utilizes the overall capitalization rate. This is an aggregated
rate that expresses the relationship between a single year's stabilized net
operating income, and the present worth of the property. The term overall
capitalization rate, or simply, overall rate (OAR), indicates that the rate
encompasses all market derived return requirements including capital
appreciation or depreciation, a baseline return on net income, plus any risk
related return premiums dictated by the market's perception of the risk elements
attendant to ownership and operation. The overall rate should represent the
income to value ratio that typically informed, economically motivated, prudent
and rational investors would require and obtain, when investing in similar,
competitive properties in the current market.

Ideally, the market transactions referenced in the overall rate derivation
should be open market sales of regionally competitive hotel properties, with
generally similar income streams and expense ratios. The summary contained in
the Direct Comparison Approach indicates overall rates derived from only two of
the primary market comparable sales. A Supplemental Summary of Hotel Sales has
also been produced to show the overall rates indicated in a variety of other
hotel sales in a broader survey of the Pacific and Inland Northwest.

The sale of the Bellevue Hilton, which sold in August 1995, indicated an overall
rate of 9.00%. This was the lowest OAR and it could be regarded as anomalous,
relative to the other market indicators and investors surveys compiled by us. We
surmise that the price may have reflected substantial unrealized income
potential or operating economies not superficially obvious from the reported
data.


- ----------------------------------
James Ratkovich & Associates, Inc.                                           104
<PAGE>

INCOME APPROACH (Continued)

The balance of the supplemental sales suggested OAR's ranging from the low 10 to
high 11 percent except for Supplemental Sale No. 5, the Ameritel Inn, which
reported an OAR of 13.48% Although the price/unit appears to fall within the
range of the other surveyed transactions, the OAR of Sale No. 5 appears well
above the indicated range for a property of it's age, and apparent quality. We
are, therefore, disinclined to emphasize the OAR of this sale as an indicator
for the subject

Capitalization Analysis

National Investor Surveys compiled from a variety of respected industry sources
provide additional insight into investor expectations and underwriting
assumptions which may me relevant to the analysis of the subject. For reader
convenience we have compiled a survey of the surveys which is presented on the
following page. The Korpacz Real Estate Investor Survey, Third Quarter 1996,
indicates the average free and clear equity overall rate for hotel properties is
12.75 percent, as compared to 12.53 percent for the previous quarter and 12.79
percent a year ago.

According to the First Quarter 1996, National Investor Survey conducted by CB
Commercial, going in cap rates for Class A, Full Service Hotel properties ranged
between 8.00% and 12.00% and average 10.30%. Class B, Limited Service Hotels
ranged from 9.00% to 13.00% and averaged 11.30%. Our classification of the
subject as an upper tier Limited service, or lower tier full service hotel
suggests an OAR in the low 11% range.

According to the First Half 1996, Hotel Investment Outlook prepared by Landauer
Hospitality Services, going in cap rates for Class A, Full Service Hotel
properties ranged between 7.00% and 13.00% and averaged 9.75%. Class B, Limited
Service Hotels ranged from 10.00% to 14.00% and averaged 11.55%. Again, our
classification of the subject as an upper tier Limited service, or lower tier
full service hotel suggests an OAR in the low 11% range.

According to TransActions 1995 Recap, published by Hotel Motel Brokers of
America the Mountain Pacific Region had an average overall rate of 12.7 percent
for all hotels and ranged between 9.4 and 14.5 percent. These sales totaled 38
hotels with an average 66 units per hotel. They had an average occupancy of 55.2
% and an average daily rate of $42.68. which is lower than the subject's
operating levels. Nationally the rates ranged from 9.1% to 14.8%, and averaged
11.80% for all HMBA transactions. We observe that HMBA member brokers were
primarily involved in sales of individually owned properties and not the larger
institutional, and multi-property transactions included in the survey results
compiled by the national consulting firms. We think the HMBA transactions may
represent a slightly lower grade of properties than the subject property.


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<PAGE>

617 Nampa Boulevard, Nampa, ID


INCOME APPROACH (Continued)
Capitalization Analysis

PKF Consulting, one of the most respected names in the hospitality industry
identifies OAR's ranging from 8.00% to 11.30% for Class A properties and an
average of 10.88%. Class B properties range from 8.50% to 14.50%, averaging
11.76%. Their results are consistent with the other industry consultants cited.

OAR Conclusion / Indication of Value

In attempting to select an appropriate OAR for the direct capitalization value
   work up for the subject we have considered the following:

o     The subject property is a middle tier, property defined by its franchise
      flag and has a high level and quality of operations and other guest
      amenities relative to its competitive market.

o     The subject property is a years old hotel but has been well maintained and
      has good appeal.

o     The current competitive position of the subject in its market area is
      fairly strong in its niche as new competition will likely be impeded by
      development costs and restrictive market conditions for new development.

Based on these factors, our Direct Sales Comparison Analyses and our survey of
hospitality industry consultants, we conclude that the appropriate OAR for
developing a value estimate for the subject property through the Direct
Capitalization Technique is 11.00%. Dividing the projected stabilized Net
Operating Income by the selected OAR yields an indication of fee simple value
for the going concern operation, as of the current appraisal date in the amount
of:

                                  $3,044,550

Yield Capitalization / Discounted Cash Flow Analysis

A discounted cash flow analysis has been made on the premise that the value of
the subject property is represented by the present worth of the anticipated
future net income stream. The projected income stream is based on an analysis of
the quality, as well as the quantity and duration, of the income expectancy.
This income stream is discounted to present value using a discount factor and
then added to the present worth of the property reversion. The property
reversion is calculated by capitalizing the net income from the property into an
indication of value using a capitalization rate extracted from the general
market data of similar properties. This value is then discounted to present
worth.


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James Ratkovich & Associates, Inc.                                           106
<PAGE>

617 Nampa Boulevard, Nampa, ID


INCOME APPROACH (Continued)
Yield Capitalization / Discounted Cash Flow Analysis

In this analysis, we utilize a ten-year discounted cash flow projection which
represents the underwriting convention of the industry. Although we have not
profiled specific survey results we note that the average holding period for
hotel investments, according to at least two national consultants ranges from 6
to 10 years. One source referenced a 6.27 year average holding period in 1995
while the other referenced a 7.1 year average holding period. Ten to eleven
years, the period covered in our analyses, probably represents the outer limits
of what most investors reasonably anticipate as an investment holding period
since profit taking (dispositions) and normal business cycles seem to occur in
rolling five to seven year intervals.

Revenue and Expense Growth Rate
The survey results are self explanatory. We note that the emerging trend among
analysts and underwriters is a very thin but widening margin between income and
expense growth rates, with revenues leading. As this margin widens the positive
impact on value indications becomes geometric, and we think unreliable. As of
the date of this writing, one market watcher suggests that a rate differential
of 12 to 15 basis points represents the current market thinking. We think such
an assumption may be plausible during the early phases of an industry or
national economic recovery when revenue gains do generally exceed expense growth
rates by meaningful margins. Our perception is that strong industry performance
during the last two plus years will breed new competition placing downward
pressure on revenue growth. Nevertheless, industry vendors, subcontractors and
county tax assessors, not wanting to miss out on the "good times" should
continue with healthy price and assessment increases over the next couple years.
We think it prudent, therefore, to project both revenue and expense growth at
the same levels over the long haul. The survey results lead us to conclude on
annual growth factors of 3.00% for both revenue and expenses.

Terminal Capitalization Rate
Our rate selection is based on the survey results previously presented and our
perceptions of the subject property and its competitive position in the local
market. The survey results suggest that terminal capitalization rates generally
exceed the going in rates by 25 to 100 basis points. Utilizing moderate growth
rate assumptions, CapEx reserves, and moderately conservative discount rates (to
be discussed next) leads us to select a terminal cap rate 100 basis points above
the going in rate, or 12.00%.


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James Ratkovich & Associates, Inc.                                           107
<PAGE>

617 Nampa Boulevard, Nampa, ID


INCOME APPROACH (Continued)
Yield Capitalization / Discounted Cash Flow Analysis

Discount Rate Selection
The discount rate we utilized reflects the long term yield expectations of hotel
market investors, relative to other alternative investment opportunities in the
real estate markets available today. It also reflects current financial market
conditions and the perceived risk, quality and duration of the income stream
anticipated from each prospective investment. The yield rate used in the
Discounted Cash Flow Analysis is anticipatory rather than historical in its
reference point. The rate should consider all benefits and risks attendant to
the ownership and operation of that particular class of income property, and may
also anticipate tax considerations and leveraging issues that non-realty
investments do not. The appropriate rate is that minimum rate that the
individual, institutional or real estate investor considers a minimal acceptable
return on investment over the particular projection period analyzed. It may be
regarded as a hurdle rate, below which, the typical market investor would not
find sufficient returns to justify the investment, given the risks and
responsibilities attendant to that investment.

We have utilized two means of identifying an appropriate discount rate for the
subject property analyses. These are:
o     Survey of investors' acceptable yield rates
o     Capital market returns analysis plus risk rate

The National Investor Surveys previously referenced summarize the return
expectations of institutional and individual investors as they have been
compiled by five of the hospitality industry's most familiar and respected
consultants. Altogether they reveal a typical range of discount rates from 10.0%
to 20.0% with a convergent grouping of averages and medians clustered between
14.00% and 15.00%.

Built up Yield Rates can provide another indication of investors' motivations
and expectations regarding long term equity returns. These may be developed or
"built up" from the bond markets and other long term capital markets. However,
the quality and durability of a real estate income stream, and the marketability
of real property is generally considered less reliable (predictable) than other
capital market investments. Investors may purchase relatively risk free treasury
funds and sell them almost immediately when he or she chooses. Investments in
real estate require additional risk based yield premiums to compensate for their
additional risks and illiquidity. Therefore, one simple technique for estimating
the appropriate yield rate for real estate in general, and hotels specifically,
is to explore the yield relationships between relatively "risk free" investments
and real estate investments.


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617 Nampa Boulevard, Nampa, ID


INCOME APPROACH (Continued)
Yield Capitalization / Discounted Cash Flow Analysis

According to a market yield rate survey conducted by Real Estate Research
Corporation, the difference in yield rates between real estate and other
selected capital market investments over the last four quarters ranged from 2.4
percent to 5.6 percent. These differences may be regarded as market perceptions
the additional risks and illiquidity premiums required of real estate
investments in general. Comparing yield rates on investment grade real estate to
hotel investments reveals an additional yield rate differential of 1.00% to
3.00% which investors require of management intensive real estate such as
hotels. Hotels are actually much more than real estate operations. They are in
fact going concern business operations which are real estate intensive. The
additional management expertise and risks attendant to such enterprises dictates
another level of yield compensation. The following table shows some recently
published yields on bonds, which are an indication of long term investor's
pre-tax "safe rate" equity yield requirements:

                         Yields on Selected Securities
- -----------------------------------------------------------------------------
       Period            Aaa       Baa        Treasury          Treasury
                        Bonds     Bonds      Securities        Securities
                                             (Long Term)      (Five Year)
- -----------------------------------------------------------------------------
     March 1995         8.12%     8.70%         7.45%            7.05%
- -----------------------------------------------------------------------------
   September 1995       7.32%     7.93%         6.55%            6.00%
- -----------------------------------------------------------------------------
     April 1996         6.80%     7.47%         6.05%            5.36%
- -----------------------------------------------------------------------------
       Average          7.41%     8.03%         6.68%            6.14%
- -----------------------------------------------------------------------------

Based on the stability of the revenues and potential marketability of the
subject as discussed previously, the discount rate could be reflected as
follows:

      "Risk Free" Capital Market Return Rate:               8.00% +/-
      Real Estate Risk and Illiquidity Premium:             4.00% +/-
      Hotel-Going Concern Risk based premium:               1.50% +/-
                                                            ---------

      Total Return Expectation-Going Concern Hotels:        13.50% +/-

Based on the National Investor Surveys, the capital market risk based premium
rationale, and the specific characteristics of the subject property previously
enumerated we conclude the appropriate yield rate (IRR) to be utilized in the 10
year DCF is 13.50%.


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<PAGE>

617 Nampa Boulevard, Nampa, ID


INCOME APPROACH (Continued)
Yield Capitalization / Discounted Cash Flow Analysis

Net Reversionary Value
The last component we must consider in the long term discounted DCF analysis is
the net reversionary interest in the property. The yield analysis explicitly
assumes full capital recovery at the end of the holding period, which is another
way of saying the sale or disposition of the property. Calculating a net
reversionary value is accomplished through a simple direct capitalization
technique utilizing the projected Year 11 NOI, and an appropriate terminal
capitalization rate. From the direct capitalization value indication we deduct
estimated selling costs, which will include brokers commissions, title costs,
legal costs and escrow fees. This net reversionary value is included in the Year
10 cash flow projections and is identified as the NOI + Reversion in the 10 Year
DCF spreadsheet on the following page.

Discounting the projected operational cash flows plus net reversionary value in
Year 10, by the appropriate yield rate produces an indication of Net Present
Value (NPV) in the amount of:

                                  $3,122,091
                                  ==========

Correlation of Value Indications

The discounted cash flow schedule is located on the following page which
contains the income, expenses, discounting, reversion and direct capitalization.
We have given the discounted cash flow analysis indication relatively greater
weight since occupancy is projected to increase slightly in year 2. The
indicated values and conclusion of value, of the Fee Simple estate, via the
Income Approach are summarized below:


           Direct Capitalization - Fiscal 1997 Income -  $3,044,550

                Discounted Cash Flow Analysis   -   $3,122,091

                              Rounded $3,100,000
                                      ==========


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James Ratkovich & Associates, Inc.                                           110
<PAGE>

<TABLE>
<CAPTION>
                                                            SHILO INN
# of Rooms                                      61          617 Nampa Boulevard
Growth Rate                                    3.0%         Nampa, ID
- ------------------------------------------------------------------------------------------------------------------------------------
                                           % Total     1          2          3          4          5     
Fiscal Year (12/1 to 11/30)               Revenue     1997       1998       1999       2000       2001 
====================================================================================================================================
<S>                                         <C>        <C>        <C>        <C>        <C>        <C>   
Room Nights Available                                  22,265     22,265     22,265     22,265     22,265
Number of Occupied Rooms                               15,586     16,031     16,031     16,031     16,031
Occupancy Rate                                          70.00%     72.00%     72.00%     72.00%     72.00%
Average Room Rate                                      $50.00     $51.50     $53.05     $54.64     $56.28
- ------------------------------------------------------------------------------------------------------------------------------------
REVENUES
Room Rentals                                 97.09%  $779,275   $825,586   $850,354   $875,864   $902,140
Telephone                                     2.50%    19,482     20,640     21,259     21,897     22,554
Restaurant Revenue                            0.00%         0          0          0          0          0
Other Income                                  0.50%     3,896      4,128      4,252      4,379      4,511
                                            ----------------------------------------------------------------------------------------
Total Revenue                                100.0%  $802,653   $850,354   $875,864   $902,140   $929,205

EXPENSES                                                                                                 
Departmental Expenses
 Rooms ($/room/year)                        $2,950     179,90    185,349    190,909    196,636    202,535
 Telephone(% of Departmental Income)          80.0%    15,586     16,512     17,007     17,517     18,043
                                            ----------------------------------------------------------------------------------------
Total Departmental Expenses                   24.4%  $195,536   $201,860   $207,916   $214,154   $220,578

Undistributed Operating Expenses
 Administrative & General                      4.0%    32,106     33,069     34,061     35,083     36,136
 Management                                    5.0%    40,133     42,518     43,793     45,107     46,460
 Furniture, Fixtures & Equipment Reserves      3.0%    24,080     25,511     26,276     27,064     27,876
 Franchise & Marketing                         8.0%    64,212     68,028     70,069     72,171     74,336
 Utilities                                     3.5%    28,093     29,762     30,655     31,575     32,522
 Property Operations & Maintenance             3.5%    28,093     29,762     30,655     31,575     32,522
 Miscellaneous                                 1.0%     8,027      8,504      8,759      9,021      9,292
                                            ----------------------------------------------------------------------------------------
Total Undistributed Expenses                  28.0%  $224,743   $237,154   $244,269   $251,597   $259,145

Total Expenses Before Fixed Charges           52.4%  $420,278   $439,014   $452,185   $465,750   $479,723
Income Before Fixed Charges                   47.6%  $382,375   $411,339   $423,680   $436,390   $449,482

Fixed Charges
 Property Tax & License                        3.1%    25,000     25,750     26,523     27,318     28,138
 Insurance                                    0.80%     6,421      6,614      6,812      7,017      7,227
 Buildings Reserve for Replacement             2.0%    16,053     16,535     17,031     17,542     18,068
                                            ----------------------------------------------------------------------------------------
 Total Fixed Charges                           5.5%   $47,474    $48,899    $50,365    $51,876    $53,433

NET OPERATING INCOME                          42.1%  $334,901   $362,441   $373,314   $384,513   $396,049
Present Value of Income Stream                        295,067    281,349    255,321    231,701    210,266
 Discounted at                               13.50%
Total Present Value of Income Stream                            $2,066,840

REVERSION ANALYSIS                                                                                     
- -------------------------------------
Eleventh Year Income                                 $472,903                                                                      
Reversion Capitalized @                                12.00%                                     DIRECT CAPITALIZATION            
Reversion                                          $3,940,859                                 -------------------------------------
Less Sales Expense                                       5.0%                                 Net Operating Income         $334,901
Net Reversion                                       3,743,816                                     (1997)                       
Discount rate                                          l3.50%                                 Overall Rate                   11.00%
Present Value of Reversion                                        $1,055,251                                                       
                                                                  ----------                  Indicated  Value           $3,044,550

TOTAL PRESENT VALUE                                               $3,122,091                           
                                                                                                       
Concluded Value via Income Approach                               $3,100,000  $50,820 /Room         
                                                                  ========== 


<CAPTION>                                                     
# of Rooms                                                    
Growth Rate                                                   
- ------------------------------------------------------------------------------------------------------------------
                                              6          7            8            9            10          11                  
Fiscal Year (12/1 to 11/30)                  2002       2003         2004         2005         2006        2007                  
==================================================================================================================
<S>                                          <C>        <C>          <C>          <C>          <C>         <C>   
Room Nights Available                        22,265     22,265       22,265       22,265       22,265      22,265
Number of Occupied Rooms                     16,031     16,031       16,031       16,031       16,031      16,031
Occupancy Rate                                                        72.00%       72.00%       72.00%      72.00%
Average Room Rate                            $57.96     $59.70       $61.49       $63.34       $65.24      $67.20
- ------------------------------------------------------------------------------------------------------------------

REVENUES
Room Rentals                               $929,205   $957,081     $985,793   $1,015,367   $1,045,828  $1,077,203
Telephone                                    23,230     23,927       24,645       25,384       26,146      26,930
Restaurant Revenue                                0          0            0            0            0           0
Other Income                                  4,646      4,785        4,929        5,077        5,229       5,386
                                           -----------------------------------------------------------------------
Total Revenue                              $957,081   $985,793   $1,015,367   $1,045,828   $1,077,203  $1,109,519

EXPENSES
Departmental Expenses
 Rooms ($/room/year)                        208,611    214,870      221,316      227,955      234,794     241,838
 Telephone(% of Departmental Income)         18,584     19,142       19,716       20,307       20,917      21,544
                                           -----------------------------------------------------------------------
Total Departmental Expenses                $227,195   $234,011     $241,032     $248,263     $255,710    $263,382

Undistributed Operating Expenses
 Administrative & General                    37,220     38,336       39,486       40,671       41,891      43,148
 Management                                  47,854     49,290       50,768       52,291       53,860      55,476
 Furniture, Fixtures & Equipment Reserves    28,712     29,574       30,461       31,375       32,316      33,286
 Franchise & Marketing                       76,566     78,863       81,229       83,666       86,176      88,762
 Utilities                                   33,498     34,503       35,538       36,604       37,702      38,833
 Property Operations & Maintenance           33,498     34,503       35,538       36,604       37,702      38,833
 Miscellaneous                                9,571      9,858       10,154       10,458      111,772      11,095
                                           -----------------------------------------------------------------------
Total Undistributed Expenses               $266,919   $274,927     $283,175     $291,670     $300,420    $309,432

Total Expenses Before Fixed Charges        $494,115   $508,938     $524,206     $539,932     $556,130    $572 814
Income Before Fixed Charges                $462,966   $476,855     $491,161     $505,896     $521,072    $536,705

Fixed Charges
 Property Tax & License                      28,982     29,851       30,747       31,669       32,619      33,598
 Insurance                                    7,444      7,667        7,897        8,134        8,378       8,630
 Buildings Reserve for Replacement           18,610     19,168       19,743       20,336       20,946      21,574
                                           -----------------------------------------------------------------------
Total Fixed Charges                         $55,036    $56,687      $58,387      $60,139      $61,943     $63,801

NET OPERATING INCOME                       $407,930   $420,168     $432,773     $445,756     $459,129    $472,903
Present Value of Income Stream              190,814    173,162      157,142      142,605      129,413          -- 
 Discounted at
Total Present Value of Income Stream                            
</TABLE>


                                                                             111
<PAGE>

617 Nampa Boulevard, Nampa, ID


                         RECONCILIATION AND CONCLUSION

            Cost Approach                       $3,040,000
            Market Approach                     $3,000,000
            Income Approach                     $3,100,000

The approaches have various degrees of applicability depending on the
circumstances. The Cost Approach is usually relied upon when the improvements
are new, or nearly new and are fully utilized for their designed intent. The
Income Approach indicates the amount at which a prudent investor would pay for
the property. The Direct Comparison Approach reflects actual prices paid for
similar properties reduced to a unit of comparison.

The variance between the approaches does not invalidate any of them and is
expected since each approach reflects the differing attitudes and motivations of
the various sectors of the real estate market.

In this analysis, the Cost Approach is given the least weight due to its
limitations in being able to accurately reflect current market conditions, and
going concern elements of value. These conditions are directly related to the
income generating ability of the subject, which is best analyzed within the
Income Approach. The Cost Approach may therefore represent the least reliable
data source, and the method least likely to be referenced by the typical
investor. However, it would be of interest to anyone exploring the feasibility
of developing new facilities. Here their principal concern is whether functional
properties can be acquired for less than their current replacement cost. If the
answer were "yes", the decision to acquire rather than build should result.

The Sales Comparison Approach is based upon the principle of substitution. It is
based on the premise that an informed investor will pay no more than the cost to
acquire a similar, competitive property with the same utility as the subject. In
this analysis, numerous sales of comparable properties were surveyed and
analyzed and adjusted to compare to the subject. The strength of this approach
is that it is the purest reflection of market intentions with regard to the
subject. It's weakness is that it is the most difficult of all approaches to
verify and quantify since appraisers rarely have access to complete financial
and transactional records for sale comparables. Properly allocating value to
real estate, FF&E and other business components and verifying the actual and
projected operating revenues and expenses are several of the challenges
appraisers face. Developing market supported quantitative and qualitative
adjustment factors is also extremely problematic. Therefore, individual
interpretations of reported sale data can be somewhat varied which tends to make
value indications developed through this approach highly subjective. While data
reliability can be rather poor in some instances, this approach is generally
utilized by market participants for developing reasonable bracketing of value
and key benchmark ratios which are utilized in the primary valuation approach,
The Income Approach.


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617 Nampa Boulevard, Nampa, ID


RECONCILIATION AND CONCLUSIONS (Continued)

The Income Approach is the primary approach utilized in estimating the value of
the subject. It has the benefit of generally being the most reliable approach,
since operating projections are developed from the detailed records of the
owners. It also is the approach given the most weight by knowledgeable market.

Participants who base the bulk of their investment decision making on projected
return analyses. Value estimates are developed through detailed economic data
including occupancy levels and ADR's through application of direct
capitalization rates and discount rates. Numerous well respected consultants and
industry leaders perform research and publish data which aids the appraiser in
formulating opinions of value. Clearly, the Income Approach is the most reliable
and verifiable of the three approaches and is also the de facto standard
utilized by all knowledgeable market participants. Therefore, the value
conclusions presented herein place the greatest weight on the indications of
value developed through the Income Approach.

Based on the foregoing analysis, the opinion has been formed by the appraisers
that the market value of the subject hotel property, as a going concern with all
furniture fixtures and equipment, subject to the limiting conditions included in
this report, as of December 1, 1996, of the Fee Simple Estate, As Is, was:

                                   $3,100,000
                                   ==========

                      (Including Value of FF&E - $152,500)


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617 Nampa Boulevard, Nampa, ID


                                  CERTIFICATION

The undersigned appraisers hereby certify that, to the best of their knowledge
and belief:

The statements of fact contained in this report are true and correct.

The reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions, and are our personal, unbiased
professional analyses, opinions, and conclusions.

We have no present or prospective interest in the property that is the subject
of this report, and have no personal interest or bias with respect to the
parties involved.

Our compensation is not contingent on an action or event resulting from the
analyses, opinions, or conclusions in, or the use of, this report.

Our analyses, opinions, and conclusions were developed, and this report has been
prepared, in conformity with the Uniform Standards of Professional Appraisal
Practice.

Mr. Brian Reid made a personal inspection of the property that is the subject of
this report. Mr. Hammad did not inspect the property.

In addition to the undersigned Mr. Brian Reid, performed the field inspection,
site improvements, area and competitive market analysis and land valuation.

The reported analyses, opinions and conclusions were developed, and this report
has been prepared, in conformity with the requirements of the Code of
Professional Practice of the Appraisal Institute.

The use of this report is subject to the requirements of the Appraisal Institute
relating to review by its duly authorized representatives.

This appraisal assignment was not based on a requested minimum value, a specific
value or the approval of a loan.

As of the date of this report, M. Hammad has completed the requirements of the
continuing education program of the Appraisal Institute.


/s/ M. Hammad

M. Hammad, MAI
Certified General Appraiser
CA No. AG002849
ID No. CGAP-247


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617 Nampa Boulevard, Nampa, ID


                          STATEMENT OF QUALIFICATIONS
                                 M HAMMAD, MAI

PROFESSIONAL AFFILIATIONS
   MAI, Member Appraisal Institute #10,868
   GAA, General Accredited Appraiser, National Association of Realtors
   Member San Fernando Valley Board of Realtors

EXPERT WITNESS
Qualified as expert witness before Los Angeles County and Orange County Superior
Courts and US Federal Bankruptcy Court and American Arbitration Association.

EDUCATION
University of California, Los Angeles (UCLA)
BA in Economics - 1977

LICENSES
   Certified General Appraiser, California
   #AG002849, Expires 2/1/97
   Real Estate Broker, State of California

PROFESSIONAL HISTORY

HAMMAD & ASSOCIATES, INC.  Studio City, CA                  1988 to Present
President
   Principal of real estate appraisal and consulting firm in commercial,
   industrial and income producing residential properties.

MARSHALL & STEVENS, Los Angeles, CA                         1986 to 1988
Director of Real Estate Valuation
   Manager and director of real estate appraisal group specializing in the
   appraisal of commercial and industrial real estate for large investors,
   corporations and major financial institutions.

WELLS FARGO REALTY ADVISORS, Marina Del Rey, CA             1985 to 1986
Assistant Vice President
   Appraisal officer specializing in appraisal of major properties for portfolio
   analysis, proposed joint venture developments and financing.

LAVENTHOL & HORWATH, Los Angeles, CA                        1984 to 1985
Associate Appraiser
   Assisted the National Director of Valuations in developing a new appraisal
   practice that specialized in hotel and motel valuation, mixed use and
   commercial real estate appraisal and feasibility analysis.


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<PAGE>

617 Nampa Boulevard, Nampa, ID

                                     ADDENDA


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James Ratkovich & Associates, Inc.                                           116
<PAGE>

SHILO INN - NAMPA BOULEVARD, IDAHO (61 units)
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)
FOR THE 12 MONTHS ENDED 8-31-96 actual)

<TABLE>
<CAPTION>
                                                                                                                    For The
                                                                                                                 12 Months Ended
                              1991              1992              1993              1994              1995           8-31-96
REVENUE                   (actual)       %  (actual)       %  (actual)       %   actual)       %  (actual)       %  (actual)       %
<S>                       <C>       <C>     <C>       <C>     <C>       <C>     <C>       <C>     <C>       <C>     <C>       <C>
  Guest Room              $495,524   97.3%  $582,641   97.6%  $641,490   97.0%  $761,864   96.7%  $773,846   96.4%  $697,969   96.8%
  Restaurant Rent                0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
  Telephone                  9,716    1.9%    10,385    1.7%    14,177    2.1%    19,217    2.4%    20,288    2.5%    17,038    2.4%
  Meeting/Banquet Room           0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
  Paz                          560    0.1%       507    0.1%       603    0.1%     1,069    0.1%     1,509    0.2%       837    0.1%
  Valet                        569    0.1%       378    0.1%       290    0.0%       622    0.1%     1,350    0.2%       634    0.1%
  Video                        445    0.1%       600    0.1%       815    0.1%       966    0.1%       865    0.1%       827    0.1%
  Sports and Athletics           0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
  Vending Machines           1,130    0.2%     1,446    0.2%     1,599    0.2%     2,037    0.3%     2,478    0.3%     2,084    0.3%
  Guest Laundry/Soap           821    0.2%     1,074    0.2%     1,280    0.2%     1,434    0.2%     1,411    0.2%     1,171    0.2%
  Miscellaneous                380    0.1%       184    0.0%       769    0.1%       802    0.1%       767    0.1%       590    0.1%
                          ----------------  ----------------  ----------------  ----------------  ----------------  ----------------
    TOTAL REVENUE          509,145  100.0%   597,215  100.0%   661,023  100.0%   788,011  100.0%   802,514  100.0%   721,150  100.0%
                         ----------------  ----------------  ----------------  ----------------  ----------------  ----------------
 
OPERATING EXPENSE

  PAYROLL & RELATED
   EXPENSE
    Managers                25,200    4.9%    23,732    4.0%    23,963    3.6%    24,802    3.1%    25,820    3.2%    26,127    3.6%
    Front Desk              23,976    4.7%    23,854    4.0%    21,290    3.2%    22,595    2.9%    25,379    3.2%    23,396    3.2%
    Bookkeeper/Auditor      14,551    2.9%    15,387    2.6%    16,671    2.5%    16,577    2.1%    17,107    2.1%    18,302    2.5%
    Read Housekeeper         4,684    0.9%     5,402    0.9%     5,398    0.8%     7,056    0.9%     7,611    0.9%     8,012    1.1%
    Housekeeper - Rooms     19,946    3.9%    27,979    4.7%    27,333    4.1%    32,116    4.1%    34,057    4.2%    32,067    4.4%
    Housekeeper - Other      3,582    0.7%     3,211    0.5%     3,204    0.5%     4,495    0.6%     4,439    0.6%     4,631    0.6%
    Laundry                  4,170    0.8%     7,095    1.2%     7,094    1.1%     7,746    1.0%     7,959    1.0%     7,887    1.1%
    Guest Services               0    0.0%         0    0.0%       251    0.0%         0    0.0%         0    0.0%         0    0.0%
    Sales & Marketing            0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
    Security                     0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
    Maintenance              2,450    0.5%     2,600    0.4%     6,100    0.9%     7,030    0.9%     8,484    1.1%     8,198    1.1%
    Ground Maintenance           0    0.0%       243    0.0%     2,151    0.3%     2,273    6.3%     2,553    0.3%     2,433    0.3%
    Windows/Carpets              0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
    Bonuses                      0    0.0%     2,500    0.4%       200    0.0%     6,200    0.8%       200    0.0%       400    0.1%
    Payroll Taxes           11,985    2.4%    31,365    5.3%    12,500    1.9%    13,037    1.7%    13,323    1.7%    12,378    1.7%
    Workers' Comp                0    0.0%         0    0.0%    11,493    1.7%     6,358    0.8%     6,954    0.9%     6,625    0.9%
    Workers' Comp Claims         0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
    Health Insurance         7,757    1.5%     9,238    1.5%     9,338    1.4%    14,711    1.9%    12,088    1.5%    11,680    1.6%
    Medical                      0    0.0%         0    0.0%         0    0.0%        58    0.0%     1,936    0.2%     1,644    0.2%
    Uniforms/Cleaning           27    0.0%         3    0.0%        75    0.0%        35    0.0%        69    0.0%        52    0.0%
    Other                      258    0.1%       123    0.0%       255    0.0%       207    0.0%       449    0.1%       592    0.1%
                          ----------------  ----------------  ----------------  ----------------  ----------------  ----------------
      TOTAL PAYROLL        118,586   23.3%   152,729   25.6%   147,316   22.3%   165,296   21.0%   168,428   21.0%   164,424   22.8%
                          ----------------  ----------------  ----------------  ----------------  ----------------  ----------------
</TABLE>
<PAGE>

SHILO INN - NAMPA BOULEVARD, IDAHO (61 units)                             PAGE 2
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)
FOR THE 12 MONTHS ENDED 8-31-96 actual)

<TABLE>
<CAPTION>
                                                                                                                    For The
                                                                                                                 12 Months Ended
                              1991              1992              1993              1994              1995           8-31-96
                          (actual)       %  (actual)       %  (actual)       %   actual)       %  (actual)       %  (actual)       %
<S>                         <C>       <C>      <C>      <C>      <C>      <C>     <C>       <C>     <C>       <C>     <C>       <C> 
UTILITIES
  Electricity               16,975    3.3%    18,645    3.1%    16,493    2.5%    16,119    2.0%    14,398    1.8%    14,575    2.0%
  Gas                        4,623    0.9%     4,825    0.8%     5,657    0.9%     5,417    0.7%     5,777    0.7%     6,384    0.9%
  Telephone                  9,957    2.0%    12,237    2.0%    12,630    1.9%    14,254    1.8%    15,828    2.6%    14,695    2.6%
  Water                        985    0.2%     1,059    0.2%     1,345    0.2%     1,469    0.2%     1,788    0.2%     1,786    0.2%
  Garbage                      968    0.2%       996    0.2%     1,238    0.2%     1,294    0.2%     1,482    0.2%     1,512    0.2%
  Sewer                      1,765    0.3%     1,981    0.3%     2,412    0.4%     2,601    0.3%     3,081    0.4%     3,246    0.5%
                          ----------------  ----------------  ----------------  ----------------  ----------------  ----------------
    TOTAL UTILITIES         35,273    6.9%    39,743    6.7%    39,175    6.0%    41,154    5.2%    42,354    5.3%    42,198    5.9%
                          ----------------  ----------------  ----------------  ----------------  ----------------  ----------------

ADVERTISING
  Advertising                    0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
  Airport Advertising            0    0.0%         0    0.0%         0    0.0%         0    0.0%       170    0.0%       185    0.0%
  Billboards                 3,018    0.6%     1,786    0.3%     1,253    0.2%     1,050    0.1%       881    0.1%       746    0.1%
  Highway Logos                881    0.2%       827    0.1%     1,208    0.2%       910    0.1%       594    0.1%       463    0.1%
  Radio Media                    0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
  Radio Tradeouts              196    0.0%         0    0.0%       364    0.1%       200    0.0%     1,560    0.2%       736    0.1%
  TV Media                       0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
  TV Tradeouts                 491    0.1%       112    0.0%       833    0.1%       681    0.1%       764    0.1%       458    0.1%
  Brochures/Postcards        2,342    0.5%         0    0.0%       194    0.0%       375    0.0%     2,668    0.3%       642    0.1%
  Brochures/Tradout              0    0.0%        23    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
  Yellow Pages               2,320    0.5%     1,765    0.3%     1,701    0.3%     1,537    0.2%     1,523    0.2%     1,428    0.2%
  Newspaper Ads                  0    0.0%         0    0.0%       108    0.0%       100    0.0%         0    0.0%         0    0.0%
  Magazine Ads               2,558    0.5%       999    0.2%       823    0.1%       199    0.0%         5    0.0%       144    0.0%
  Magazine Tradeouts           650    0.1%       210    0.0%        49    0.0%       225    0.0%         0    0.0%         0    0.0%
  Property Ads                 180    0.0%        85    0.0%       209    0.0%       200    0.0%        98    0.0%       163    0.0%
  Advertising Tradeouts
  Other                          0    0.0%       472    0.1%       235    0.0%       210    0.0%        90    0.0%       167    0.0%
  Sports Events/Tradeouts        0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
  Sports Sponsorship             0    0.0%         0    0.0%     1,625    0.2%       500    0.1%       800    0.1%       250    0.0%
  Displays                       0    0.0%         0    0.0%        37    0.0%        60    0.0%         0    0.0%         0    0.0%
  Local Events Promotion         0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
  Travel Guides/
  Directories                  157    0.0%         0    0.0%        44    0.0%     1,289    0.2%     1,008    0.1%       596    0.1%
  Promotional Items              0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
  Advertising & Promotion      269    0.1%       219    0.0%       357    0.1%       485    0.1%       766    0.1%       673    0.1%
  Travel Agents                953    0.2%       832    0.1%       945    0.1%     2,977    0.4%     7,215    0.9%     5,476    0.8%
  Marketing                     24    0.0%         0    0.0%         0    0.0%       352    0.0%     2,482    0.3%       465    0.1%
  Taxi & Limo                   52    0.0%         6    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
                          ----------------  ----------------  ----------------  ----------------  ----------------  ----------------
    TOTAL ADVERTISING       14,091    2.8%     7,336    1.2%     9,985    1.5%    11,350    1.4%    20,624    2.6%    12,592    1.7%
                          ----------------  ----------------  ----------------  ----------------  ----------------  ----------------
</TABLE>
<PAGE>

SHILO INN - NAMPA BOULEVARD, IDAHO (61 units)                             PAGE 3
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)
FOR THE 12 MONTHS ENDED 8-31-96 actual)

<TABLE>
<CAPTION>
                                                                                                                    For The
                                                                                                                 12 Months Ended
                              1991              1992              1993              1994              1995           8-31-96
                          (actual)       %  (actual)       %  (actual)       %   actual)       %  (actual)       %  (actual)       %
<S>                         <C>       <C>     <C>       <C>     <C>       <C>     <C>       <C>     <C>       <C>     <C>       <C> 
SUPPLIES
  Linen                      3,764    0.7%     4,741    0.8%     3,220    0.5%     1,815    0.2%     3,281    0.4%     2,757    0.4%
  Bathroom                   3,332    0.7%     1,510    0.3%     4,733    0.7%     4,313    0.5%     4,528    0.6%     4,427    0.6%
  Cleaning                   6,688    1.3%     3,012    0.5%     6,511    1.0%     9,478    1.2%     5,598    0.7%     9,590    1.3%
  Continental Breakfast      9,569    1.9%    11,261    1.9%     9,312    1.4%     9,446    1.2%    10,707    1.3%    11,267    1.6%
  Office                     1,605    0.3%     1,962    0.3%     1,545    0.2%       784    0.1%     1,361    0.2%     2,189    0.3%
  Operating                  5,008    1.0%     4,462    0.7%     3,596    0.5%     6,215    0.8%     8,333    1.0%     6,169    0.9%
  Replacements                 873    0.2%       503    0.1%     2,981    0.5%     6,402    0.8%     1,654    0.2%     1,415    0.2%
  Guest Amenity                807    0.2%       810    0.1%     1,213    0.2%     1,298    0.2%     1,364    0.2%     1,592    0.2%
                          ----------------  ----------------  ----------------  ----------------  ----------------  ----------------
    TOTAL SUPPLIES          31,646    6.2%    28,261    4.7%    33,111    5.0%    39,751    5.0%    36,826    4.6%    39,406    5.5%
                          ----------------  ----------------  ----------------  ----------------  ----------------  ----------------

REPAIRS & MAINTENANCE
  Carpets, Draperies
  & Furniture                    0    0.0%         0    0.0%       674    0.1%       225    0.0%        92    0.0%       165    0.0%
  Elevators                      0    0.0%       102    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
  Landscaping                1,735    0.3%     1,042    0.2%       512    0.1%     1,375    0.2%    12,286    1.5%     4,319    0.6%
  Painting & Wallpaper          13    0.0%        16    0.0%        44    0.0%       482    0.1%       586    0.1%       446    0.1%
  Pool                       1,421    0.3%     3,599    0.6%       547    0.1%     1,324    0.2%     2,023    0.3%     1,877    0.3%
  Telephone                    348    0.1%       421    0.1%       768    0.1%       171    0.0%        25    0.0%       206    0.0%
  TV Cable & Satellite       8,240    1.6%     6,662    1.1%     7,741    1.2%     7,670    1.0%     6,078    0.8%     6,529    0.9%
  Pest Control                 420    0.1%       612    0.1%       704    0.1%     1,004    0.1%       607    0.1%       881    0.1%
  Janitorial Services            0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
  Plumbing                     347    0.1%       351    0.1%     1,611    0.2%       643    0.1%     2,988    0.4%     1,162    0.2%
  Electrical                   378    0.1%     1,046    0.2%     1,864    0.3%       369    0.0%     1,798    0.2%       698    0.1%
  Heating Ventilation
  Cooling                      245    0.0%     2,584    0.4%         4    0.0%       368    0.0%       984    0.1%       628    0.1%
  Sign                       1,633    0.3%        91    0.0%     1,249    0.2%     4,558    0.6%     1,242    0.2%     1,864    0.3%
  Keys & Locks                  28    0.0%     1,062    0.2%       241    0.0%       382    0.0%       545    0.1%       677    0.1%
  Laundry/Housekeeping         509    0.1%       890    0.1%     1,243    0.2%       945    0.1%     1,801    0.2%     1,210    0.2%
  Photo Copier                 510    0.1%        14    0.0%       516    0.1%       641    0.1%       426    0.1%       550    0.1%
  Micros Register               95    0.0%       963    0.2%     1,454    0.2%     1,155    0.1%       734    0.1%       636    0.1%
  Tools A Supplies           1,504    0.3%     5,701    1.0%     7,150    1.1%     2,823    0.4%     2,473    0.3%     3,630    0.5%
  Maintenance and Repairs      876    0.2%       585    0.1%       513    0.1%     3,235    0.4%     9,341    1.2%     4,297    0.6%
  Contract Labor Repair          0    0.0%         0    0.0%       800    0.1%       347    0.0%         0    0.0%         0    0.0%
                          ----------------  ----------------  ----------------  ----------------  ----------------  ----------------
    TOTAL REPAIRS &
    MAINTENANCE             18,302    3.6%    25,741    4.3%    27,635    4.2%    27,717    3.5%    44,029    5.5%    29,975    4.2%
                          ----------------  ----------------  ----------------  ----------------  ----------------  ----------------
</TABLE>
<PAGE>

SHILO INN - NAMPA BOULEVARD, IDAHO (61 units)                             PAGE 4
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)
FOR THE 12 MONTHS ENDED 8-31-96 actual)

<TABLE>
<CAPTION>
                                                                                                                    For The
                                                                                                                 12 Months Ended
                              1991              1992              1993              1994              1995           8-31-96
                          (actual)       %  (actual)       %  (actual)       %   actual)       %  (actual)       %  (actual)       %
<S>                       <C>        <C>    <C>        <C>    <C>        <C>     <C>       <C>    <C>        <C>    <C>        <C>  
OTHER OPERATING EXPENSE
  Sales/Use/Taxes            4,341    0.9%     2,291    0.4%     3,241    0.5%     4,007    0.5%     4,075    0.5%     3,218    0.4%
  Credit Card Discounts      7,376    1.4%     7,238    1.2%     8,969    1.4%     9,907    1.3%    10,952    1.4%     9,454    1.3%
  Telecheck                    617    0.1%       701    0.1%       724    0.1%     1,184    0.2%       824    0.1%       198    0.0%
  Bad Debts                    372    0.1%       656    0.1%       282    0.0%       259    0.0%       939    0.1%       252    0.0%
  Cash Over/Short               75    0.0%        (6)  -0.0%       100    0.0%        74    0.0%       (35)  -0.0%       (54)  -0.0%
  Administrative Telephone       0    0.0%        40    0.0%         0    0.0%         0    0.0%         0    5.0%         0    0.0%
  Security Services              0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
  Coups                          0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
  Coin-op Laundry Services       0    0.0%       108    0.0%       430    0.1%       386    0.0%       752    0.1%       611    0.1%
  Dry Cleaning, Valet          598    0.1%       348    0.1%       620    0.1%     1,262    0.2%     1,484    0.2%     1,520    0.2%
  Flowers                        8    0.0%         0    0.0%         0    0.0%        49    0.0%        43    0.0%        24    0.0%
  Video Rentals                364    0.1%       668    0.1%       604    0.1%       578    0.1%       525    0.1%       569    0.1%
  Vending Machine Maintenance    0    0.0%         0    0.0%        36    0.0%         0    0.0%        59    0.0%        75    0.0%
  Sank Fees                    268    0.1%       542    0.1%       575    0.1%       283    0.0%       576    0.1%       620    0.1%
  Equipment Rental             477    0.1%       558    0.1%     1,096    0.2%     1,673    0.2%     2,410    0.3%     1,841    0.3%
  Licenses and
   Miscellaneous Tax           647    0.1%       524    0.1%       279    0.0%       312    0.0%        83    0.0%       226    0.0%
  Vehicle Repair &
   Maintenance                 342    0.1%       265    0.0%       338    0.1%       329    0.0%       609    0.1%       493    0.1%
  Auto Travel                  446    0.1%       449    0.1%       704    0.1%       674    0.1%       845    0.1%       570    0.1%
  Business Meals               150    0.0%       740    0.1%       442    0.1%       267    0.0%       322    0.0%       226    0.0%
  Training/Seminars              0    0.0%        50    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
  Staff Travel Telephone         0    0.0%       501    0.1%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
  Theft Loss                     0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
  Insurance Settlement -
    Theft                        0    0.0%         0    0.0%     2,500    0.4%         0    0.0%         0    0.0%         0    0.0%
  Miscellaneous -
   Resale/Service              879    0.2%       726    0.1%       542    0.1%       430    0.1%       509    0.1%       774    0.1%
  Attorney Fees                  0    0.0%         0    0.0%         0    0.0%         0    0.0%         5    0.0%         0    0.0%
  Professional Fees            650    0.1%     1,073    0.2%       908    0.1%       675    0.1%       452    0.1%       646    0.1%
  Dues & Subscriptions         449    0.1%       140    0.0%       678    0.1%       311    0.0%       385    0.0%       362    0.1%
  Charitable Contributions       0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
  Political Contributions        0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
  Restaurant Expenses            0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
                          ----------------  ----------------  ----------------  ----------------  ----------------  ----------------
    TOTAL OTHER
    OPERATING EXPENSE       18,065    3.5%    17,620    3.0%    23,068    3.5%    22,660    2.9%    25,809    3.2%    21,625    3.0%
                          ----------------  ----------------  ----------------  ----------------  ----------------  ----------------
      TOTAL OPERATING
      EXPENSE              235,963   46.3%   271,430   45.4%   280,890   42.5%   307,928   39.1%   338,070   42.1%   310,220   43.0%
                          ----------------  ----------------  ----------------  ----------------  ----------------  ----------------
      TOTAL OPERATING
      INCOME               273,182   53.7%   325,785   54.6%   380,133   57.5%   480,083   60.9%   464,444   57.9%   410,930   57.0%
                          ----------------  ----------------  ----------------  ----------------  ----------------  ----------------

OTHER EXPENSE

  Insurance                  6,810    1.3%     6,328    1.1%     5,760    0.9%     6,358    0.8%     6,253    0.8%     5,413    0.8%
  Insurance Claims               0    0.0%         0    0.0%     1,023    0.2%       451    0.1%         0    0.0%         0    0.0%
  Property Tax              22,186    4.4%    20,411    3.4%    20,689    3.1%    23,359    3.0%    21,747    2.7%    20,673    2.9%
  Office Overhead           25,457    5.0%    29,861    5.0%    33,051    5.0%    39,401    5.0%    40,126    5.0%    36,058    5.0%
                          ----------------  ----------------  ----------------  ----------------  ----------------  ----------------
    TOTAL OTHER EXPENSE     54,453   10.7%    56,600    9.5%    60,523    9.2%    69,569    8.8%    68,126    8.5%    62,144    8.6%
                          ----------------  ----------------  ----------------  ----------------  ----------------  ----------------
      NET OPERATING
      INCOME              $218,729   43.0%  $269,185   45.1%  $319,610   48.4%   410,514   52.1%  $396,318   49.4%  $348,787   48.4%
                          ----------------  ----------------  ----------------  ----------------  ----------------  ----------------
</TABLE>
<PAGE>

- --------------------------------------------------------------------------------
                 -----------------------------------------------
                 RECONSTRUCTED INDUSTRY STANDARDS OPERATING DATA
                 ===============================================
                        TRENDS IN THE HOTEL INDUSTRY 1996
================================================================================

<TABLE>
<CAPTION>
                                     All Limited Service       Average for            Rate Group              Geographic Division
                                                                 Top 25%               Over $50                Mountain/Pacific
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>        <C>          <C>        <C>          <C>        <C>          <C>        <C>    
REVENUES                              % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room
                                      -------  -------------  -------  -------------  -------  -------------  -------  -------------
 Rooms                                  95.5%     $13,057       95.4%     $18,002       95.5%     $16,126       95.1%     $13,000
 Telephone                               2.4%        $331        2.4%        $449        2.4%        $406        2.3%        $313
 Other Income                            2.1%        $280        2.2%        $427        2.1%        $359        2.6%        $355
- ------------------------------------------------------------------------------------------------------------------------------------
Total Revenue                          100.0%     $13,668      100.0%     $18,878      100.0%     $16,891      100.0%     $13,668
                                                                                    
EXPENSES                                                                            
Departmental Expenses                                                               
 Rooms Department                       23.2%      $3,166       20.9%      $3,950       22.0%      $3,721       23.6%      $3,227
 Telephone                               1.5%        $206        1.4%        $256        1.4%        $235        1.4%        $186
Other Departments                        0.6%         $80        0.7%        $139        0.7%        $111        0.5%         $75
                                                                                    
Undistributed Operating Expenses                                                    
 Administrative & General                9.0%      $1,225        7.8%      $1,463        8.4%      $1,422        8.5%      $1,163
 Franchise Fees                          1.9%        $256        1.4%        $265        1.7%        $292        0.9%        $122
 Marketing                               3.7%        $510        3.7%        $691        4.0%        $669        3.9%        $530
 Property Operations & Maintenance       5.6%        $759        4.5%        $858        4.9%        $835        6.2%        $843
 Energy (Utilties)                       5.0%        $681        3.9%        $744        4.4%        $751        4.6%        $633
                                                                                    
Fixed Charges                                                                       
 Management                              2.8%        $380        3.2%        $597        2.9%        $484        3.1%        $430
 Property Tax & Other Charges            4.0%        $548        4.1%        $773        4.0%        $679        3.5%        $473
 Insurance                               1.1%        $147        1.1%        $203        1.1%        $178        1.2%        $159
- ------------------------------------------------------------------------------------------------------------------------------------
Total Expenses                          58.4%      $7,958       52.7%      $9,939       55.5%      $9,377       57.4%      $7,841

Net Income Before Reserves              41.6%      $5,710       47.3%      $8,939       44.5%      $7,514       42.6%      $5,827
                                                                                    
Percentage Occupancy                    66.9%                   78.1%                   73.5%                   66.8%
Average Daily Rate                     $51.15                  $63.13                  $60.14                  $53.28
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

================================================================================

LIMITED-SERVICE HOTELS
Performance in 1995
================================================================================

Since the proliferation of all the new limited-service chains in the mid-1980s,
this hotel segment has been viewed extremely favorably. For hotel guests, new
limited-service hotels offered a guest room that was frequently superior to
existing full-service hotels at one-half to two-thirds the price. For hotel
managers, the properties were simple to operate. For the hotel ownership and
financial community, limited-service properties represented high profit margins
with a lesser degree of financial risk.

After ten years of being the darling child of the industry, however, it appears
that limited-service hotels have not only matured in the marketplace, but are
beginning to show some signs of fatigue. For the first time since 1984, the
limited-service hotel segment achieved the lowest occupancy of any property type
surveyed in Trends in the Hotel Industry.

Realistically, all this means is that the limited-service hotel segment is not
enjoying the upside of the industry resurgence to the same degree as the other
types of hotels. Limited-service properties still achieved an aggregate
occupancy just shy of 70 percent, and their average room rates rose 5.9 percent,
second highest of all segments. In addition, an average operating profit margin
of 41.8 percent still make these properties the most fiscally efficient.

                             LIMITED-SERVICE HOTELS

                                   Market Mix

    [THE FOLLOWING TABLE WAS DEPICTED AS A PIE CHART IN THE PRINTED MATERIAL]

                              ----------------------
                               Convention      0.4%

                               Conference      1.9%

                               Other           0.5%

                               Business       45.8%

                               Tourists       51.4%
                              ----------------------

However, a degree of caution needs to be raised. The vast majority of new hotel
construction (measured in number of properties) is still occurring in this
segment. In several suburban markets in the United States, we have seen
localized pockets of overdevelopment causing significant declines in market
occupancies. This should not be construed as a blanket condemnation of all
limited-service hotel development, but it should be a warning to examine the
individual merits of each proposed project. Even with low development costs and
high profit margins, automatic success is not as sure as it has been in the
past. With increasing competition, time has proven that the need to maintain a
quality facility and offer good service is crucial in determining the success of
a limited-service operation.

================================================================================


74
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                                Figure Number 14
================================================================================

<TABLE>
<CAPTION>
                                                                                         Rate Groups
                                                                              ---------------------------------
                                                        All         Average                $35.00
                                                  Limited-Service     for       Under        to          Over
                                                       Hotels       Top 25%*    $35.00     $50.00       $50.00
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                95.5%        95.4%       94.4%      95.7%        95.5%
   Telephone                                             2.4          2.4         2.6        2.4          2.4
   Other Operated Departments                            0.8          0.9         1.3        0.7          0.8
   Rentals and Other Income                              1.2          1.3         1.6        1.2          1.3
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                23.2%        20.9%       28.3%      24.3%        22.0%
   Telephone                                             1.5          1.4         2.1        1.6          1.4
   Other Operated Departments                            0.6          0.7         0.6        0.5          0.7
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           25.3%        23.0%       31.0%      26.4%        24.1%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   74.7%        77.0%       69.0%      73.6%        75.9%

Undistributed Operating Expenses:**
   Administrative and General                            9.0%         7.8%       11.2%       9.5%         8.4%
   Franchise Fees                                        1.9          1.4         1.7        2.1          1.7
   Marketing and Guest Entertainment                     3.7          3.7         4.5        3.3          4.0
   Property Operation and Maintenance                    5.6          4.5        10.3        6.0          4.9
   Energy Costs                                          5.0          3.9         7.6        5.5          4.4
   Other Unallocated Operated Departments                --           --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       25.1%        21.3%       35.3%      26.5%        23.5%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          49.6%        55.7%       33.7%      47.1 %       52.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       2.8%         3.2%        3.1%       2.6%         2.9%
   Property Taxes and Other Municipal Charges            4.0          4.1         3.5        4.0          4.0
   Insurance on Buildings and Contents                   1.1          1.1         1.2        1.1          1.1
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     7.8%         8.3%        7.8%       7.7%         7.9%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    41.8%        47.3%       25.9%      39.4%        44.5%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                13.3%        11.7%       17.5%      14.2%        12.4%
   Payroll Taxes and Employee Benefits                   3.5          3.4         4.0        3.4          3.5
                                                  -------------------------------------------------------------
     Subtotal                                           16.8%        15.1%       21.5%      17.6%        15.9%
   Laundry, Linen, and Guest Supplies                    1.6          1.2         3.3        1.8          1.3
   Commissions and Reservation Expenses                  1.6          1.6         1.0        1.4          1.7
   Complimentary Food and/or Beverage Expenses           1.7          1.6         0.6        1.8          1.7
   All Other Expenses                                    2.7          2.5         3.6        2.7          2.6
                                                  -------------------------------------------------------------
     Total Rooms Expense                                24.4%        22.0%       30.0%      25.3%        23.2%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            75.6%        78.0%       70.0%      74.7%        76.8%
                                                  =============================================================
Percentage of Occupancy                                 69.9%        78.1%       64.3%      67.3%        73.5%
Average Daily Rate per Occupied Room                   $51.15       $63.13      $31.31     $44.34       $60.14
Average Size (Rooms)                                     107          111          98        100          116
</TABLE>

================================================================================

  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              75
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995
Ratios to Total Revenues
Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                        Geographic Divisions
                                                  -------------------------------------------------------------
                                                    New England                                        Mountain
                                                        and          North      South       South         and
                                                  Middle Atlantic   Central    Atlantic    Central      Pacific
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                94.3%        95.4%       94.8%      96.9%        95.1%
   Telephone                                             3.0          2.7         2.7        2.0          2.3
   Other Operated Departments                            1.5          0.4         1.2        0.3          0.9
   Rentals and Other Income                              1.2          1.5         1.3        0.7          1.7
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                26.6%        23.1%       22.6%      22.2%        23.6%
   Telephone                                             1.7          1.5         1.7        1.4          1.4
   Other Operated Departments                            1.3          0.3         0.9        0.3          0.5
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           29.6%        24.9%       25.2%      23.8%        25.5%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   70.4%        75.1%       74.8%      76.2%        74.5%

Undistributed Operating Expenses:**
   Administrative and General                           10.2%         8.7%        9.8%       8.4%         8.5%
   Franchise Fees                                        2.9          2.8         2.6        1.2          0.9
   Marketing and Guest Entertainment                     4.5          3.9         4.3        2.8          3.9
   Property Operation and Maintenance                    5.7          5.0         5.6        5.3          6.2
   Energy Costs                                          6.0          4.7         5.4        4.7          4.6
   Other Unallocated Operated Departments                0.1          --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       29.4%        25.1%       27.9%      22.3%        24.1%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          40.9%        50.0%       46.9%      53.8 %       50.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       3.5%         4.2%        2.9%       1.4%         3.1%
   Property Taxes and Other Municipal Charges            5.5          4.7         3.6        3.9          3.5
   Insurance on Buildings and Contents                   0.7          0.7         1.1        1.3          1.2
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     9.6%         9.6%        7.6%       6.6%         7.8%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    31.3%        40.4%       39.3%      47.2%        42.6%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                15.6%        13.6%       12.9%      12.3%        13.8%
   Payroll Taxes and Employee Benefits                   4.7          2.4         3.1        3.8          3.7
                                                  -------------------------------------------------------------
     Subtotal                                           20.3%        16.0%       16.0%      16.1%        17.5%
   Laundry, Linen, and Guest Supplies                    1.6          2.0         1.7        0.9          1.9
   Commissions and Reservation Expenses                  2.1          1.8         1.8        1.0          1.6
   Complimentary Food and/or Beverage Expenses           1.3          2.0         1.7        1.8          1.4
   All Other Expenses                                    3.0          2.4         2.6        3.0          2.4
                                                  -------------------------------------------------------------
     Total Rooms Expense                                28.3%        24.2%       23.8%      22.8%        24.8%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            71.7%        75.8%       76.2%      77.2%        75.2%
                                                  =============================================================
Percentage of Occupancy                                 69.0%        71.6%       70.9%      71.0%        66.8%
Average Daily Rate per Occupied Room                   $58.94       $49.83      $48.92     $49.93       $53.28
Average Size (Rooms)                                     116           80         123        122           96
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

76
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                    Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                      Property Size Classifications
                                                  -------------------------------------
                                                       Under        75 to        Over   
                                                        75           150         150   
                                                       Rooms        Rooms       Rooms
                                                  -------------------------------------
<S>                                                    <C>          <C>         <C>    
Revenues:
   Rooms                                                96.0%        95.9%       93.9% 
   Telephone                                             2.6          2.3         2.6  
   Other Operated Departments                            0.3          0.7         1.7  
   Rentals and Other Income                              1.1          1.1         1.9  
                                                  -------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0% 

Departmental Costs and Expenses:
   Rooms                                                22.1%        23.0%       24.5% 
   Telephone                                             1.6          1.5         1.6  
   Other Operated Departments                            0.2          0.5         1.2  
                                                  -------------------------------------
     Total Costs and Expenses                           23.8%        25.0%       27.3% 
                                                  -------------------------------------
   Total Operated Departmental Income                   76.2%        75.0%       72.7% 

Undistributed Operating Expenses:**
   Administrative and General                            8.3%         9.0%        9.3% 
   Franchise Fees                                        2.6          1.7         1.9  
   Marketing and Guest Entertainment                     3.7          3.6         4.3  
   Property Operation and Maintenance                    5.5          5.5         5.7  
   Energy Costs                                          4.6          5.0         5.2  
   Other Unallocated Operated Departments                --           --          --   
                                                  -------------------------------------
     Total Undistributed Expenses                       24.7%        24.9%       26.5% 
                                                  -------------------------------------
   Income before Fixed Charges                          51.5%        50.2%       46.2% 

Management Fees, Property Taxes, and Insurance:**
   Management Fees                                       6.2%         2.2%        2.5% 
   Property Taxes and Other Municipal Charges            3.8          4.0         4.1  
   Insurance on Buildings and Contents                   0.6          1.1         1.3  
                                                  -------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                    10.6%         7.3%        8.0% 
                                                  -------------------------------------
Income before Other Fixed Charges***                    40.9%        42.9%       38.2% 
                                                  =====================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0% 
Departmental Expenses:
   Salaries and Wages including Vacation                13.0%        13.1%       14.3% 
   Payroll Taxes and Employee Benefits                   2.1          3.5         4.3  
                                                  -------------------------------------
     Subtotal                                           15.1%        16.6%       18.6% 
   Laundry, Linen, and Guest Supplies                    2.6          1.4         1.5  
   Commissions and Reservation Expenses                  1.6          1.5         1.8  
   Complimentary Food and/or Beverage Expenses           1.6          1.8         1.1  
   All Other Expenses                                    2.1          2.7         3.1  
                                                  -------------------------------------
     Total Rooms Expense                                23.0%        24.0%       26.1% 
                                                  -------------------------------------
   Rooms Departmental Income                            77.0%        76.0%       73.9% 
                                                  =====================================
Percentage of Occupancy                                 69.0%        70.2%       69.9% 
Average Daily Rate per Occupied Room                   $47.93       $50.46      $56.90 
Average Size (Rooms)                                      54          118         186  
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              77
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15
================================================================================

<TABLE>
<CAPTION>
                                                    All Limited-Service              Average for
                                                           Hotels                      Top 25%*
                                                  -------------------------   ----------------------
                                                                  Compared                 Compared
                                                       1995       with 1994      1995      with 1994
                                                  --------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>    
Revenues:                                                                                           
   Rooms                                            $ 13,057          6.7%   $ 18,002          7.3% 
   Telephone                                             331          4.0         449          4.1  
   Other Operated Departments                            110          9.6         178        (12.0) 
   Rentals and Other Income                              170         17.4         249         30.1  
                                                  --------------------------------------------------
     Total Revenues                                 $ 13,669          6.8%   $ 18,878          7.2% 
                                                                                                    
Departmental Costs and Expenses:                                                                    
   Rooms                                            $  3,166          4.5%   $  3,950          3.4% 
   Telephone                                             206          7.3         256          9.0  
   Other Operated Departments                             80         34.5         139         27.9  
                                                  --------------------------------------------------
     Total Costs and Expenses                       $  3,452          5.2%   $  4,345          4.4% 
                                                  --------------------------------------------------
   Total Operated Departmental Income               $ 10,216          7.3%   $ 14,532          8.1% 
                                                                                                    
Undistributed Operating Expenses:**                                                                 
   Administrative and General                       $  1,225          8.4%   $  1,463          8.7% 
   Franchise Fees                                        256         10.7         265         (4.6) 
   Marketing and Guest Entertainment                     510          5.3         691          8.1  
   Property Operation and Maintenance                    759          5.8         858          3.4  
   Energy Costs                                          681         (3.2)        744         (3.5) 
   Other Unallocated Operated Departments                  3          N/C         --           --   
                                                  --------------------------------------------------
     Total Undistributed Expenses                   $  3,435          5.1%   $  4,021          4.1% 
                                                  --------------------------------------------------
   Income before Fixed Charges                      $  6,782          8.4%   $ 10,511          9.8% 
                                                                                                    
Management Fees, Property Taxes, and Insurance:**                                                   
   Management Fees                                  $    380        (24.0)%  $    597        (22.6)%
   Property Taxes and Other Municipal Charges            545          2.8         773          4.5  
   Insurance on Buildings and Contents                   147         (3.2)        203          6.6  
                                                  --------------------------------------------------
     Total Management Fees, Property Taxes,                                                         
       and Insurance                                $  1,072         (9.3)%  $  1,573         (7.5)%
                                                  --------------------------------------------------
Income before Other Fixed Charges***                $  5,710         12.5%   $  8,938         13.5% 
                                                  ==================================================
                                                                                                    
Rooms Department:                                                                                   
   Rooms Net Revenue                                $ 13,057          6.7%   $ 18,002          7.3% 
                                                                              
Departmental Expenses:                                                                              
   Salaries and Wages including Vacation            $  1,735          2.5%   $  2,107          1.5% 
   Payroll Taxes and Employee Benefits                   456         (2.2)        606         (1.1) 
                                                  --------------------------------------------------
     Subtotal                                       $  2,191          1.5%   $  2,713          0.9% 
   Laundry, Linen, and Guest Supplies                    203        (13.3)        211        (20.1) 
   Commissions and Reservation Expenses                  203          8.3         289          0.8  
   Complimentary Food and/or Beverage Expenses           219         12.7         287          6.7  
   All Other Expenses                                    350         38.1         450         45.0  
                                                  --------------------------------------------------
     Total Rooms Expense                            $  3,166          4.5%   $  3,950          3.4% 
                                                  --------------------------------------------------
   Rooms Departmental Income                        $  9,891          7.4%   $ 14,052          8.4% 
                                                  ==================================================
Percentage of Occupancy                                 69.9%         0.8%       78.1%         0.8% 
Average Daily Rate per Occupied Room                $   51.15         5.9%   $   63.13         6.4% 
Average Size (Rooms)                                     107         (0.2)%       111          0.1% 
</TABLE>

================================================================================

N/C - Data not comparable.
  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

78
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                                               Rate Groups
                                                  ---------------------------------------------------------------------------
                                                        Under $35.00           $35.00 to $50.00             Over $50.00
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>        <C>           <C>    
Revenues:                                                                                                                    
1  Rooms                                            $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
2  Telephone                                             206         (2.2)        277          3.3         406          5.0  
3  Other Operated Departments                            105          N/C          79         43.1         142         (7.0) 
4  Rentals and Other Income                              123        (10.8)        132         11.1         217         25.1  
                                                  ---------------------------------------------------------------------------
5    Total Revenues                                 $  7,788          3.8%   $ 11,384          7.0%   $ 16,891          6.8% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
6  Rooms                                            $  2,202          8.5%   $  2,766          5.0%   $  3,721          3.8% 
7  Telephone                                             166         (1.2)        184          6.6         235          8.8  
8  Other Operated Departments                             46         (1.2)         55          N/C         111         30.2  
                                                  ---------------------------------------------------------------------------
9    Total Costs and Expenses                       $  2,414          7.5%   $  3,005          5.7%   $  4,067          4.7% 
                                                  ---------------------------------------------------------------------------
10 Total Operated Departmental Income               $  5,374          2.2%   $  8,379          7.4%   $ 12,824          7.5% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
11 Administrative and General                       $    875          7.9%   $  1,084          7.5%   $  1,422          9.2% 
12 Franchise Fees                                        130          3.7         240         19.9         292          4.2 
13 Marketing and Guest Entertainment                     351         (0.3)        379          5.4         669          5.6  
14 Property Operation and Maintenance                    802         18.1         680          6.1         835          4.1  
15 Energy Costs                                          589         (9.3)        626         (3.7)        751         (2.1) 
16 Other Unallocated Operated Departments                 --          --            3          N/C           4          N/C  
                                                  ---------------------------------------------------------------------------
17   Total Undistributed Expenses                   $  2,748          5.0%   $  3,013          5.3%   $  3,972          4.9% 
                                                  ---------------------------------------------------------------------------
18 Income before Fixed Charges                      $  2,626         (0.6)%  $  5,366          8.7%   $  8,851          8.6% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
19 Management Fees                                  $    244          2.2%   $    300        (25.6)%  $    484        (24.4)%
20 Property Taxes and Other Municipal Charges            275        (10.2)        457          3.5         675          3.2  
21 Insurance on Buildings and Contents                    90        (21.9)        124         (6.4)        178          1.0  
                                                  ---------------------------------------------------------------------------
22   Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $    609         (7.7)%  $    881         (9.8)%  $  1,337         (9.1)%
                                                  ---------------------------------------------------------------------------
23 Income before Other Fixed Charges***             $  2,017          1.7%   $  4,485         13.3%   $  7,514         12.5% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
24 Rooms Net Revenue                                $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
                                                                                                                             
Departmental Expenses:                                                                                                       
25 Salaries and Wages including Vacation            $  1,285          4.9%   $  1,548          2.8%   $  1,995          2.0% 
26 Payroll Taxes and Employee Benefits                   296          6.6         369         (4.9)        568         (0.9) 
                                                  ---------------------------------------------------------------------------
27   Subtotal                                       $  1,581          5.3%   $  1,917          1.2%   $  2,563          1.4% 
28 Laundry, Linen, and Guest Supplies                    241         17.1         197         (7.9)        204        (21.5) 
29 Commissions and Reservation Expenses                   74         12.5         158         13.5         269          5.2  
30 Complimentary Food and/or Beverage Expenses            45         22.6         196         18.5         267          8.3  
31 All Other Expenses                                    261         18.8         298         35.3         417         42.2  
                                                  ---------------------------------------------------------------------------
32   Total Rooms Expense                            $  2,202          8.5%   $  2,766          5.1%   $  3,720          3.8% 
                                                  ---------------------------------------------------------------------------
33 Rooms Departmental Income                        $  5,151          1.6%   $  8,129          7.5%   $ 12,406          7.7% 
                                                  ===========================================================================
34 Percentage of Occupancy                              64.3%         2.2%       67.3%         1.1%       73.5%         0.3% 
35 Average Daily Rate per Occupied Room             $   31.31         1.3%   $   44.34         5.7%   $   60.14         6.4% 
36 Average Size (Rooms)                                   98         (0.6)%       100         (0.2)%       116         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              79
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                         Geographic Divisions
   -----------------------------------------------------------------------------------------------------------------------------
         New England                   North                    South                    South                  Mountain
     and Middle Atlantic              Central                  Atlantic                 Central                and Pacific    
   -------------------------  -----------------------  -----------------------  -----------------------  -----------------------
                   Compared                 Compared                 Compared                 Compared                 Compared 
        1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994
   -----------------------------------------------------------------------------------------------------------------------------
<S>  <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>    
                                                                                                                                
1    $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
2         465          0.1         369          8.1         355         13.6         270         (1.9)        313          0.1  
3         240         34.0          58         36.6         166         33.3          46         (0.2)        122        (21.2) 
4         191         16.7         200         20.3         178         15.9          95          5.0         233         24.8  
   -----------------------------------------------------------------------------------------------------------------------------
5    $ 15,747          6.6%   $ 13,645          6.9%   $ 13,350         11.5%   $ 13,354          4.0%   $ 13,668          5.8% 
                                                                                                                                
                                                                                                                                
6    $  4,191          5.1%   $  3,148          4.8%   $  3,019          6.8%   $  2,958          3.1%   $  3,227          3.8% 
7         264         (5.3)        204          1.6         230          8.2         188         15.3         186          8.2  
8         209         46.4          42          N/C         118         33.4          38          N/C          75          9.6  
   -----------------------------------------------------------------------------------------------------------------------------
9    $  4,664          5.8%   $  3,394          5.1%   $  3,367          7.6%   $  3,185          4.1%   $  3,488          4.2% 
   -----------------------------------------------------------------------------------------------------------------------------
10   $ 11,083          6.9%   $ 10,252          7.5%   $  9,984         12.9%   $ 10,169          4.0%   $ 10,180          6.3% 
                                                                                                                                
                                                                                                                                
11   $  1,611          8.0%   $  1,187          5.6%   $  1,311         10.7%   $  1,118         10.4%   $  1,163          5.8% 
12        463          4.3         384          6.8         353         12.8         160         10.7         122         24.0  
13        715        (13.0)        537         10.0         575          4.2         372         13.8         530          7.3  
14        894          3.6         679         (0.3)        754          8.2         702          2.7         843         11.7  
15        945         (0.2)        645         (1.9)        725          1.2         627         (3.5)        633         (9.7) 
16          8        (40.1)        --           --            6          --            4          --          --           --   
   -----------------------------------------------------------------------------------------------------------------------------
17   $  4,636          1.2%   $  3,432          3.7%   $  3,724          7.6%   $  2,983          5.9%   $  3,290          4.6% 
   -----------------------------------------------------------------------------------------------------------------------------
18   $  6,447         11.5%   $  6,820          9.6%   $  6,260         16.4%   $  7,186          3.2%   $  6,889          7.1% 
                                                                                                                                
                                                                                                                                
19   $    544         15.2%   $    569         (3.5)%  $    387         (8.4)%  $    192          N/C    $    430        (20.4)%
20        863         15.3         640          2.6         476          0.3         518          0.3%        473          2.1  
21        107        (39.2)         98        (13.6)        146         (6.4)        174         22.2         159         (9.4) 
   -----------------------------------------------------------------------------------------------------------------------------
22   $  1,514          8.4%   $  1,307         (1.5)%  $  1,009         (4.1)%  $    884        (23.3)%  $  1,062         (9.9)%
   -----------------------------------------------------------------------------------------------------------------------------
23   $  4,933         12.4%   $  5,513         12.6%   $  5,251         21.3%   $  6,302          8.4%   $  5,828         11.0% 
   =============================================================================================================================
                                                                                                                                
                                                                                                                                
24   $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
                                                                                                                                
                                                                                                                                
25   $  2,317          2.8%   $  1,770          5.8%   $  1,637          3.0%   $  1,590          0.6%   $  1,790          2.1% 
26        693          6.8         317        (12.3)        397          1.6         488         (3.2)        480         (3.0) 
   -----------------------------------------------------------------------------------------------------------------------------
27   $  3,010          3.7%   $  2,087          2.6%   $  2,034          2.7%   $  2,078         (0.4)%  $  2,270          1.0% 
28        237         (8.1)        260          2.9         215        (12.2)        120        (38.7)        247         (2.0) 
29        306         (4.2)        234          1.0         224         15.9         136          8.3         211         14.2  
30        199         48.4         260          8.6         211         24.8         234          4.2         187          8.5  
31        440         18.1         307         25.7         334         39.6         389          N/C         311         24.3  
   -----------------------------------------------------------------------------------------------------------------------------
32   $  4,192          5.1%   $  3,148          4.8%   $  3,018          6.8%   $  2,957          3.0%   $  3,226          3.8% 
   -----------------------------------------------------------------------------------------------------------------------------
33   $ 10,659          6.8%   $  9,870          7.2%   $  9,633         12.6%   $  9,986          4.5%   $  9,774          6.7% 
   =============================================================================================================================
27       69.0%         1.3%       71.6%         0.2%       70.9%         3.7%       71.0%        (1.2)%      66.8%         0.6% 
28   $   58.94         5.0%   $   49.83         6.4%   $   48.92         7.2%   $   49.93         5.4%   $   53.28         5.3% 
29        116         (1.0)%        80          --          123         (0.2)%       122         (0.3)%        96         (0.1)%
</TABLE>

================================================================================

                                                                     (Continued)

80
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                         Property Size Classifications
                                                  ---------------------------------------------------------------------------
                                                             Under                  75 to 150                   Over
                                                           75 Rooms                   Rooms                  150 Rooms
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                 <C>             <C>      <C>             <C>      <C>            <C>    
Revenues:                                                                                                                    
   Rooms                                            $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
   Telephone                                             330         10.5         316          3.2         399          2.6  
   Other Operated Departments                             38         (7.5)         89          2.7         259         24.9  
   Rentals and Other Income                              137         42.5         150         19.3         286          5.8  
                                                  ---------------------------------------------------------------------------
     Total Revenues                                 $ 12,577          5.5%   $ 13,486          6.9%   $ 15,394          7.3% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
   Rooms                                            $  2,779          2.7%   $  3,103          5.1%   $  3,770          3.9% 
   Telephone                                             195         (0.2)        199          9.3         246          6.0  
   Other Operated Departments                             25         28.6          65          N/C         191         16.2  
                                                  ---------------------------------------------------------------------------
     Total Costs and Expenses                       $  2,999          2.7%   $  3,368          5.9%   $  4,206          4.6% 
                                                  ---------------------------------------------------------------------------
   Total Operated Departmental Income               $  9,578          6.4%   $ 10,118          7.2%   $ 11,187          8.4% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
   Administrative and General                       $  1,038          6.4%   $  1,213          8.8%   $  1,437          8.3% 
   Franchise Fees                                        332         10.1         232         14.5         297         (0.2)
   Marketing and Guest Entertainment                     465         (0.7)        485          7.8         656          1.6  
   Property Operation and Maintenance                    692          7.3         745          5.6         878          5.5  
   Energy Costs                                          576        (10.7)        673         (2.9)        803          0.8  
   Other Unallocated Operated Departments                 --          N/C           4          N/C           4          --   
                                                  ---------------------------------------------------------------------------
     Total Undistributed Expenses                   $  3,102          2.2%   $  3,352          5.8%   $  4,075          4.5% 
                                                  ---------------------------------------------------------------------------
   Income before Fixed Charges                      $  6,476          8.5%   $  6,766          7.8%   $  7,112         10.7% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
   Management Fees                                  $    775          6.5%   $    299        (33.3)%  $    388        (26.8)%
   Property Taxes and Other Municipal Charges            473          0.1         539          3.0         634          4.0  
   Insurance on Buildings and Contents                    81        (40.5)        146         (1.2)        206         14.1  
                                                  ---------------------------------------------------------------------------
     Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $  1,330         (0.6)%  $    984        (12.1)%  $  1,228         (7.0)%
                                                  ---------------------------------------------------------------------------
   Income before Other Fixed Charges***             $  5,146         11.1%   $  5,782         12.2%   $  5,884         15.3% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
   Rooms Net Revenue                                $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
                                                                                                                             
Departmental Expenses:                                                                                                       
   Salaries and Wages including Vacation            $  1,572          3.0%   $  1,691          2.7%   $  2,066          1.6% 
   Payroll Taxes and Employee Benefits                   254        (14.3)        458         (2.3)        618          3.4  
                                                  ---------------------------------------------------------------------------
     Subtotal $                                     $  1,826          0.2%   $  2,149          1.5%   $  2,684          2.0% 
   Laundry, Linen, and Guest Supplies                    320         21.1         176        (20.7)        217        (16.4) 
   Commissions and Reservation Expenses                  192         12.2         191         10.9         264         (1.1) 
   Complimentary Food and/or Beverage Expenses           194          9.9         237         13.6         163          9.8  
   All Other Expenses                                    247         (8.8)        349         49.1         442         37.8  
                                                  ---------------------------------------------------------------------------
     Total Rooms Expense                            $  2,779          2.7%   $  3,102          5.0%   $  3,770          3.9% 
                                                  ---------------------------------------------------------------------------
   Rooms Departmental Income                        $  9,293          5.8%   $  9,829          7.4%   $ 10,680          8.4% 
                                                  ===========================================================================
   Percentage of Occupancy                              69.0%         0.1%       70.2%         0.7%       69.6%         1.8% 
   Average Daily Rate per Occupied Room             $   47.93         5.0%   $   50.46         6.2%   $   56.90         5.3% 
   Average Size (Rooms)                                   54         (0.1)%       118         (0.2)%       186         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              81
<PAGE>

                              SMITH TRAVEL RESEARCH
                     HOTEL OPERATING STATISTICS 1996 REPORT
================================================================================

LIMITED-SERVICE HIGHLIGHTS

o     Limited-service hotels showed strong profitability improvement from 14.6
      percent of total revenue in 1994 to 23.0 percent in 1995.

o     Sample Characteristics:

        -   Sample comprised of 1,410 limited-service hotels.

        -   Occupancy was slightly lower at 72.7 percent...highest occupancies
            were in Southeast states.

        -   Room Rates increased 1.4 percent to $55.18...highest ADR's were in
            Middle Atlantic (New York) and Pacific (Hawaii) regions.

        -   RevPAR improved to $40.12.

o     Gross operating profit (GOP) (before management fees) improved from 45.2
      percent in 1994 to 46.6 percent in 1995...GOP was above 44 percent across
      all census regions except New England.

o     Higher priced properties generally reported higher GOP and pre-tax income.

o     Total fixed charges (including property taxes and insurance) decreased
      12.5 percent from $3,530 per available room in 1994 to $3,087 in
      1995...fixed charges were highest in Mountain and Pacific regions.

o     Payroll and related expenses, as a ratio to sales, were higher for West
      South Central and Pacific region properties...highest labor expense per
      available room was in Pacific region (Hawaii).

o     Expressed as an amount per available room, limited-service profits
      improved over 12 percent from $3,091 per room in 1994 to $3,474 in 1995
      due to GOP enhancements and reduced fixed charges.

o     Properties in the Central regions reported the highest pre-tax income
      ranging from 22.8 percent to 29.4 of total revenue, while properties in
      New England reported the lowest pre-tax income at 13.0 percent of total
      revenue.

o     Chain-Affiliated properties, with pre-tax income of 23.8 percent, were
      more profitable than the reporting Independent properties at 10.4 percent.


24
<PAGE>

Limited-Service Hotels--Statements of Operating Income & Expenses - 1995

<TABLE>
<CAPTION>
- --------------------------------     -----------------------------------------------------------------------------------------------
                                                                             Geographic Region
- --------------------------------     -----------------------------------------------------------------------------------------------
Ratios to Sales                          New     Middle     South   East North  East South  West North  West South
                                       England  Atlantic  Atlantic    Central     Central     Central     Central  Mountain  Pacific
<S>                                    <C>       <C>       <C>        <C>         <C>          <C>        <C>        <C>      <C>   
Occupancy                               66.1%     70.8%     75.0%      73.4%       74.7%        72.4%      72.3%      73.3%    68.7%
Average Size of Property (Rooms)         105       112       125        114         114          123        127        124      133
Average Rate                           $52.95    $60.23    $52.66     $53.88      $51.96       $54.46     $53.65     $58.05   $62.93

REVENUE
  Rooms                                 95.1%     95.7%     95.7%      95.9%       96.1%        95.7%      95.3%      95.1%    94.2%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Other Food & Beverage                   .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                              2.3       2.3       2.2        2.2         1.8          2.0        1.1        1.6      2.5
  Minor Operated Departments              .6       1.1        .9        1.2          .8          1.1         .5        1.0      1.3
  Rentals & Other Income                 2.0        .9       1.3         .7         1.3          1.3        3.1        2.2      2.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Revenue                        100.0%    100.0%    100.0%     100.0%      100.0%       100.0%     100.0%     100.0%   100.0%

DEPARTMENTAL EXPENSES
  Rooms                                 25.0%     24.9%     25.5%      23.6%       25.7%        27.1%      28.5%      27.2%    28.3%
  Food & Beverage                         .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                             79.4      72.5      96.4       72.7        97.1         86.5       72.2       68.5     59.4
  Other Departmental Expenses             .9        .6        .5         .5          .7           .5         .6         .8      1.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Expenses           26.5%     26.1%     27.0%      24.7%       27.1%        28.1%      28.6%      27.8%    29.2%
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Profit             73.5%     73.9%     73.0%      75.3%       72.9%        71.9%      71.4%      72.2%    70.8%

UNDISTRIBUTED OPERATING EXPENSES
  Administrative & General              12.1%     10.9%     10.0%       9.7%        9.2%         9.4%       8.3%       8.6%     9.4%
  Marketing                              3.7       3.8       4.7        4.6         4.4          5.0        3.5        4.2      4.9
  Franchise Fee                          2.8       2.5       2.0        2.0         2.1          2.0         .9        2.0      1.7
  Energy                                 7.0       6.4       5.7        5.0         4.9          4.6        4.7        4.7      5.0
  Property Operation & Maintenance       5.8       5.2       5.7        5.6         4.8          5.4        3.8        4.6      5.2
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Undistributed Operating
   Expenses                             31.3%     28.8%     28.1%      26.8%       25.5%        26.4%      21.2%      24.0%    26.0%

  GROSS OPERATING PROFIT                42.2%     45.1%     44.9%      48.5%       47.4%        45.5%      50.2%      48.2%    44.8%

  Management Fees                        2.3%      2.4%      3.2%       2.7%        3.2%         2.5%       3.9%       3.0%     2.8%
- ------------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE FIXED CHARGES*            39.9%     42.7%     41.7%      45.8%       44.2%        43.0%      46.3%      45.2%    42.0%
  Property Taxes                         4.5%      5.2%      3.1%       4.3%        2.6%         4.4%       3.8%       3.4%     3.2%
  Insurance                               .9        .9       1.0         .9         1.0          1.0        1.1        1.0      1.4
  Reserve For Replacement                 .3       1.1       1.1         .1          .2           .3         .1         .5       .6
- ------------------------------------------------------------------------------------------------------------------------------------
AMOUNT AVAILABLE FOR DEBT SERVICE
& OTHER FIXED CHARGES                   34.2%     35.5%     36.5%      40.5%       40.4%        37.3%      41.3%      40.3%    36.8%

Total Fixed Charges* (Including
  Property Taxes & Insurance)           26.9%     25.5%     19.3%      19.5%       14.8%        20.2%      18.0%      23.5%    24.9%
- ------------------------------------------------------------------------------------------------------------------------------------
Pre-Tax Income (Loss)                   13.0%     17.2%     22.4%      26.3%       29.4%        22.8%      28.3%      21.7%    17.1%
====================================================================================================================================
PAYROLL & RELATED EXPENSES
  Rooms                                 17.7%     18.2%     16.9%      15.7%       16.1%        17.7%      19.8%      17.0%    18.7%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                               .0       1.3        .7         .2          .0           .0         .0         .6       .6
  Other Operated Departments              .2        .3        .1         .1          .1           .2         .1         .2       .2
  Administrative & General               4.3       4.3       4.5        4.2         4.0          4.1        4.0        4.4      5.0
  Marketing                              1.7       1.3       1.7        1.6         1.2          1.8        1.9        1.6      1.8
  Property Operations & Maintenance      2.6       2.1       2.5        2.4         2.3          2.3        2.6        2.4      2.6
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Payroll & Related Expenses      25.6%     25.5%     25.0%      23.4%       23.1%        25.3%      27.5%      24.8%    27.2%
</TABLE>

* Total Fixed Charges does not include deductions for Replacements; but does
  include Depreciation and Amortization, Interest, Rent and Equipment Leases.

Expense ratios to sales for departmental expenses are based on their respective
departmental revenues. All other expenses are based on total revenue. Totals may
not add due to rounding.


26
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------   --------------------------------------  ---------------------------
                 Location                                     Price Category                        Size
- ----------------------------------------------   --------------------------------------  ---------------------------
                                                                                         Under 75  75-125   Over 125
 Urban   Suburban   Airport   Highway   Resort   Upscale   Mid-Price   Economy   Budget    Rooms    Rooms     Rooms
<S>       <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>      <C>      <C>       <C>   
 73.2%     73.6%     74.4%     71.3%     70.8%     76.5%     72.4%      71.9%     69.1%    68.4%    73.1%     73.4%
  150       125       134       109       172       133       123        115       109       57      108       159
$70.88    $58.55    $53.02    $49.40    $61.51    $74.44    $54.25     $47.67    $39.99   $52.05   $51.89    $61.05

 94.2%     95.3%     95.3%     96.1%     92.9%     95.1%     95.0%      96.0%     96.3%    96.2%    95.8%     94.8%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.1       2.3       1.8       1.7       2.0       2.5       1.7        1.8       2.1      2.2      1.9       2.1
  1.4       1.2        .7        .6       1.3       1.6       1.0         .6        .5       .6       .8       1.2
  2.2       1.3       2.2       1.6       3.8        .8       2.3        1.6       1.1       .9      1.4       1.9
- --------------------------------------------------------------------------------------------------------------------
100.0%    100.0%    100.0%    100.0%    100.0%    100.0%    100.0%     100.0%    100.0%   100.0%   100.0%    100.0%

 27.3%     25.4%     28.5%     25.9%     28.8%     23.5%     26.9%      26.6%     26.9%    26.2%    25.5%      6.7%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
132.0      68.3      74.3      88.3      86.4      73.8      68.4       91.2      92.9     83.1     83.0      75.2
  1.0        .8        .5        .4       1.4       1.0        .8         .5        .3       .4       .5        .9
- --------------------------------------------------------------------------------------------------------------------
 29.5%     26.6%     29.0%     26.8%     29.9%     25.2%     27.5%      27.7%     28.2%    27.5%    26.5%     27.8%
- --------------------------------------------------------------------------------------------------------------------
 70.5%     73.4%     71.0%     73.2%     70.1%     74.8%     72.5%      72.3%     71.8%    72.5%    73.5%     72.2%

  9.4%      9.6%      9.4%      9.7%     10.6%      9.2%      9.1%       9.8%     10.9%    13.1%     9.3%      9.1%
  4.7       4.9       4.1       3.8       6.3       5.7       4.2        3.8       3.6      3.7      4.4       4.6
  1.5       2.2       1.7       1.6       1.4       2.1       2.2        1.2       1.9      3.5      1.7       1.7
  4.9       5.2       5.0       5.5       5.3       4.5       4.8        5.4       7.2      6.3      5.2       5.1
  5.2       5.0       4.3       5.6       5.1       4.6       4.2        5.5       7.4      5.2      5.5       4.7
- --------------------------------------------------------------------------------------------------------------------
 25.8%     26.8%     24.5%     26.2%     28.7%     26.1%     24.5%      25.8%     30.9%    31.8%    26.1%     25.2%

 44.7%     46.6%     46.5%     47.0%     41.4%     48.7%     48.0%       6.5%      0.9%    40.7%    47.4%     47.0%

  3.3%      3.2%      3.4%      2.7%      3.2%      2.8%      3.8%       2.6%      2.2%     3.4%     2.6%     $3.5%
- --------------------------------------------------------------------------------------------------------------------
 41.4%     43.4%     43.1%     44.3%     38.2%     45.9%     44.2%      43.9%     38.7%    37.3%    44.8%     43.5%

  3.9%      3.7%      4.1%      3.6%      2.1%      3.4%      3.4%       3.9%      4.2%     3.7%     3.6%      3.9%
  1.1       1.0       1.0       1.1       1.2       1.0       1.1        1.0       1.1      1.5      1.0       1.0
   .7        .5        .2        .6        .6        .2        .0         .5       1.2      1.5       .5        .4
- --------------------------------------------------------------------------------------------------------------------
 35.7%     38.2%     37.8%     39.0%     34.3%     41.3%     39.3%      38.5%     32.2%    30.6%    39.7%     38.2%

 17.6%     22.3%     18.2%     19.8%     20.6%     18.4%     21.7%      19.7%     22.0%    33.3%    18.2%     20.4%
- --------------------------------------------------------------------------------------------------------------------
 23.8%     21.1%     24.9%     24.5%     17.6%     27.5%     22.5%      24.2%     16.7%     4.0%    26.6%     23.1%
====================================================================================================================

 17.9%     15.7%     19.7%     18.7%     19.7%     11.9%     18.1%      19.7%     20.8%    18.3%    17.4%     17.2%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.8        .1        .3        .4       5.6        .3        .4        1.2        .0       .0       .3        .9
   .3        .1        .0        .2        .4        .1        .1         .4        .7       .1       .1        .2
  4.0       4.2       4.1       4.6       5.2       3.8       4.0        4.8       4.8      4.9      4.3       4.2
  1.9       1.5       1.9       1.6       3.0       1.5       1.2        2.2       1.7       .3      1.7       2.0
  2.5       2.3       2.4       2.5       2.6       2.1       2.2        2.5       2.8      2.0      2.4       2.5
- --------------------------------------------------------------------------------------------------------------------
 25.6%     23.1%     27.2%     26.9%     29.6%     18.8%     24.7%      28.8%     30.0%    24.9%    25.2%     25.2%
</TABLE>


                                                                              27
<PAGE>

                                                                      ----------
                                                                       SPECIAL
                                                                      SUPPLEMENT
                                                                      ----------

================================================================================
TRENDS IN THE HOTEL INDUSTRY
United States Cities 1995 and 1996 Projections
================================================================================

<TABLE>
<CAPTION>
                                         Occupancy                    Average Daily Rate
                                ---------------------------------------------------------------
                                 1994     1995        1996       1994       1995        1996
                                Actual  Estimated   Projected   Actual    Estimated   Projected
                                ---------------------------------------------------------------
<S>                              <C>       <C>         <C>      <C>        <C>         <C>   
South Central Cities
   Austin, TX                    74.4%     76.0%       75.0%    $63.13     $65.50      $68.00
   Baton Rouge, LA               66.4      67.0        67.0      49.78      51.75       54.00
   Birmingham, AL                68.4      68.6        69.0      57.00      59.75       60.75
   Corpus Christi, TX            63.7      67.0        66.0      53.45      55.00       57.00
   Dallas/Fort Worth, TX         68.5      70.0        70.0      72.31      76.00       79.00
   El Paso, TX                   72.8      72.5        73.0      43.76      44.50       46.00
   Houston, TX                   64.3      64.0        65.0      67.32      71.00       74.00
   Jackson, MS                   65.6      65.0        67.0      48.90      49.20       51.00
   Knoxville, TN                 63.4      64.7        65.7      55.38      56.49       57.25
   Little Rock, AR               64.4      61.0        61.5      45.32      48.25       49.00
   Memphis, TN                   70.8      71.0        73.0      63.05      65.95       66.75
   Nashville, TN                 78.0      82.8        84.0      93.32      97.62       99.00
   New Orleans, LA               73.4      73.5        75.0      89.61      92.75       95.00
   Oklahoma City, OK             62.0      66.3        67.5      46.47      49.21       51.00
   San Antonio, TX               71.5      71.0        72.0      69.79      71.75       74.00
   Tulsa, OK                     58.8      59.2        61.0      56.79      58.54       59.00
                               -----------------       ---------------     ------------------
             Subtotal            68.6%     69.3%       70.0%    $69.56     $72.66      $75.28

Mountain and Pacific Cities

   Albuquerque, NM               73.4%     71.3%       73.0%    $63.28     $67.24      $68.00
   Billings, MT                  60.2      60.4        62.0      48.58      49.35       52.00
   Boise, ID                     75.5      75.0        75.0      58.00      62.00       64.00
   Colorado Springs, CO          69.3      69.7        71.2      59.31      62.33       63.75
   Denver, CO                    72.0      74.0        75.0      64.42      69.72       71.00
   Great Falls, MT               60.0      65.2        66.0      48.29      48.02       50.00
   Honolulu, HI                  81.1      80.2        80.5      98.82     105.00      110.00
   Los Angeles, CA               66.3      67.0        68.0      83.05      85.00       88.00
   Orange County, CA             65.5      69.0        70.0      76.50      77.34       80.24
   Phoenix, AZ                   71.4      72.9        73.0      90.13      99.34      100.00
   Portland, OR                  75.0      77.0        75.0      85.00      89.00       92.00
   Sacramento, CA                71.3      70.9        72.0      70.09      74.88       77.00
   Salt Lake City, UT            79.7      78.9        80.0      58.44      62.28       64.75
   San Diego County, CA          67.1      70.0        71.0      77.71      81.00       84.00
   San Francisco, CA             70.1      73.8        75.7     105.92     108.68      112.50
   Santa Fe, NM                  71.2      70.5        71.5     109.21     108.45      109.75
   Scottsdale, AZ                70.9      72.8        73.0     112.76     121.21      123.50
   Seattle, WA                   75.5      77.0        78.0     100.00     104.00      107.00
   Tucson, AZ                    69.2      71.6        72.0      74.25      78.68       79.00

             Subtotal            71.2%     72.5%       73.2%    $84.25     $88.41      $91.19
                               -----------------       ---------------     ------------------
             Total Cities        70.1%     71.3%       72.1%    $83.65     $87.51      $90.64
                               -----------------       ---------------     ------------------
             National Average*   68.9%     70.2%       71.2%    $81.68     $85.24      $88.10
</TABLE>

================================================================================

* Average property size: 210 rooms.


                                                                              15
<PAGE>

                                 Idaho Southwest

                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                OCCUPANCY            ROOM RATE             ROOM SUPPLY             ROOM DEMAND              ROOM REVENUE
                ------------------   -------------------   ---------------------   ----------------------   ------------------------
                CURRENT PRIOR %      CURRENT PRIOR  %      CURRENT  PRIOR   %      CURRENT  PRIOR    %      CURRENT    PRIOR    %
YEAR MONTH      YEAR    YEAR  CHNG   YEAR    YEAR   CHNG   YEAR     YEAR    CHNG   YEAR     YEAR     CHNG   YEAR       YEAR     CHNG
- ---- -----      ----    ----  ----   ----    ----   ----   ----     ----    ----   ----     ----     ----   ----       ----     ----
<C>  <S>        <C>     <C>   <C>    <C>     <C>    <C>    <C>      <C>     <C>    <C>      <C>     <C>     <C>        <C>      <C> 
1990 January    57.8    54.1   6.8   42.69   40.64   5.0    181536   176793  2.7    104945    95696   9.7    4480107   3889485  15.2
1990 February   61.6    61.6    .0   44.06   41.86   5.3    163968   161504  1.5    101049    99438   1.6    4452211   4162353   7.0
1990 March      69.0    68.8    .3   43.24   41.31   4.7    181536   178808  1.5    125250   122931   1.9    5416075   5078257   6.7
1990 Apri1      67.2    69.3  -3.0   43.47   40.49   7.4    175680   173040  1.5    118069   119837  -1.5    5132375   4852702   5.8
1990 May        69.0    69.4   -.6   42.66   39.87   7.0    181536   178808  1.5    125297   124034   1.0    5344680   4945849   8.1
1990 June       81.0    82.5  -1.8   44.75   41.35   8.2    175680   175680   .0    142271   144970  -1.9    6366581   5994482   6.2
1990 July       81.3    79.4   2.4   44.45   40.71   9.2    183396   181536  1.0    149058   144091   3.4    6625057   5865517  12.9
1990 August     81.6    88.5  -7.8   44.35   41.90   5.8    183396   181536  1.0    149578   160580  -6.9    6633689   6728044  -1.4
1990 September  72.1    81.0 -11.0   44.42   40.63   9.3    177480   175680  1.0    127969   142317 -10.1    5684739   5781886  -1.7
1990 October    61.8    69.5 -11.1   52.52   47.42  10.8    183396   181536  1.0    113319   126145 -10.2    5951862   5982028   -.5
1990 November   57.7    61.0  -5.4   44.90   40.88   9.8    177480   175680  1.0    102359   107152  -4.5    4595512   4379894   4.9
1990 December   45.8    51.0 -10.2   43.35   40.50   7.0    183396   181536  1.0     84082    92610  -9.2    3645113   3750606  -2.8
                --------------------------------------------------------------------------------------------------------------------
    TOTAL 1990  67.2    69.7  -3.6   44.57   41.50   7.4   2148480  2122137  1.2   1443246  1479801  -2.5   64328001  61411103   4.7
                                                                                                                     
ROOM SAMPLE PERCENT - 38.0 %         Number of Sample Properties -  20          Number of Census Properties - 67    
                                                                                                                     
1991 January    49.0    57.8 -15.2   45.58   42.69   6.8    183396   181536  1.0     89830   104945 -14.4    4094315   4480107  -8.6
1991 February   58.1    61.6  -5.7   46.21   44.06   4.9    167580   163968  2.2     97360   101049  -3.7    4499297   4452211   1.1
1991 March      58.4    69.0 -15.4   44.57   43.24   3.1    185535   181536  2.2    108437   125250 -13.4    4833218   5416075 -10.8
1991 April      64.6    67.2  -3.9   45.30   43.47   4.2    179550   175680  2.2    116033   118069  -1.7    5256385   5132375   2.4
1991 May        65.0    69.0  -5.8   44.70   42.66   4.8    185535   181536  2.2    120587   125297  -3.8    5390782   5344680    .9
1991 June       76.4    81.0  -5.7   44.68   44.75   -.2    179550   175680  2.2    137197   142271  -3.6    6129284   6366581  -3.7
1991 July       76.0    81.3  -6.5   46.26   44.45   4.1    185535   183396  1.2    141042   149058  -5.4    6524226   6625057  -1.5
1991 August     81.0    81.6   -.7   46.30   44.35   4.4    185535   183396  1.2    150339   149578    .5    6960766   6633689   4.9
1991 September  73.7    72.1   2.2   45.27   44.42   1.9    179550   177480  1.2    132407   127969   3.5    5993683   5684739   5.4
1991 October    65.4    61.8   5.8   45.91   52.52 -12.6    185535   183396  1.2    121308   113319   7.1    5568822   5951862  -6.4
1991 November   57.1    57.7  -1.0   45.01   44.90    .2    179550   177480  1.2    102556   102359    .2    4615839   4595512    .4
1991 December   45.7    45.8   -.2   44.40   43.35   2.4    185535   183396  1.2     84740    84082    .8    3762725   3645113   3.2
                --------------------------------------------------------------------------------------------------------------------
    TOTAL 1991  64.2    67.2  -4.5   45.39   44.57   1.8   2182386  2148480  1.6   1401836  1443246  -2.9   63629342  64328001  -1.1
                                                                                                                    
ROOM SAMPLE PERCENT - 42.5 %          Number of Sample Properties - 25          Number of Census Properties - 68
</TABLE>
<PAGE>

                                 Idaho Southwest

                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                OCCUPANCY            ROOM RATE             ROOM SUPPLY             ROOM DEMAND              ROOM REVENUE
                ------------------   -------------------   ---------------------   ----------------------   ------------------------
                CURRENT PRIOR %      CURRENT PRIOR  %      CURRENT  PRIOR   %      CURRENT  PRIOR    %      CURRENT    PRIOR    %
YEAR MONTH      YEAR    YEAR  CHNG   YEAR    YEAR   CHNG   YEAR     YEAR    CHNG   YEAR     YEAR     CHNG   YEAR       YEAR     CHNG
- ---- -----      ----    ----  ----   ----    ----   ----   ----     ----    ----   ----     ----     ----   ----       ----     ----
<C>  <S>        <C>     <C>   <C>    <C>     <C>    <C>    <C>      <C>     <C>    <C>      <C>     <C>     <C>        <C>      <C> 
1992 January    52.0    49.0   6.1   46.99   45.58   3.1    185535   183396  1.2     96487    89830   7.4    4534335   4094315  10.7
1992 February   62.2    58.1   7.1   48.48   46.21   4.9    171220   167580  2.2    106468    97360   9.4    5161072   4499297  14.7
1992 March      63.7    58.4   9.1   47.83   44.57   7.3    189565   185535  2.2    120660   108437  11.3    5770807   4833218  19.4
1992 April      66.0    64.6   2.2   46.52   45.30   2.7    186030   179550  3.6    122790   116033   5.8    5711903   5256385   8.7
1992 May        67.9    65.0   4.5   45.97   44.70   2.8    194959   185535  5.1    132437   120587   9.8    6087546   5390782  12.9
1992 June       77.9    76.4   2.0   46.32   44.68   3.7    188670   179550  5.1    146937   137197   7.1    6806674   6129284  11.1
1992 July       82.1    76.0   8.0   48.66   46.26   5.2    194959   185535  5.1    160023   141042  13.5    7787075   6524226  19.4
1992 August     86.3    81.0   6.5   49.00   46.30   5.8    194959   185535  5.1    168190   150339  11.9    8240610   6960766  18.4
1992 September  78.1    73.7   6.0   47.15   45.27   4.2    188670   179550  5.1    147275   132407  11.2    6943645   5993683  15.8
1992 October    67.6    65.4   3.4   45.94   45.91    .1    196571   185535  5.9    132927   121308   9.6    6106672   5568822   9.7
1992 November   56.1    57.1  -1.8   45.23   45.01    .5    190230   179550  5.9    106747   102556   4.1    4828189   4615839   4.6
1992 December   51.3    45.7  12.3   44.43   44.40    .1    196571   185535  5.9    100798    84740  18.9    4478548   3762725  19.0
                --------------------------------------------------------------------------------------------------------------------
    TOTAL 1992  67.7    64.2   5.5   47.00   45.39   3.5   2277939  2182386  4.4   1541739  1401836  10.0   72457076  63629342  13.9

 ROOM SAMPLE PERCENT - 43.9 %          Number of Sample Properties -  26          Number of Census Properties - 72

1993 January    53.1    52.0   2.1   45.70   46.99  -2.7    196571   185535  5.9    104469    96487   8.3    4773888   4534335   5.3
1993 February   64.4    62.2   3.5   47.05   48.48  -2.9    177548   171220  3.7    114355   106468   7.4    5380193   5161072   4.2
1993 March      65.0    63.7   2.0   47.45   47.83  - .8    196571   189565  3.7    127680   120660   5.8    6058389   5770807   5.0
1993 Apri1      67.3    66.0   2.0   46.82   46.52    .6    190230   186030  2.3    128080   122790   4.3    5996293   5711903   5.0
1993 May        72.8    67.9   7.2   47.44   45.97   3.2    196571   194959   .8    143122   132437   8.1    6789488   6087546  11.5
1993 June       81.6    77.9   4.7   49.66   46.32   7.2    190230   188670   .8    155205   146937   5.6    7707107   6806674  13.2
1993 July       84.5    82.1   2.9   51.48   48.66   5.8    196571   194959   .8    166076   160023   3.8    8548844   7787075   9.8
1993 August     89.6    86.3   3.8   51.16   49.00   4.4    196571   194959   .8    176106   168190   4.7    9009374   8240610   9.3
1993 September  76.5    78.1  -2.0   48.61   47.15   3.1    190230   188670   .8    145539   147275  -1.2    7074849   6943645   1.9
1993 October    67.3    67.6  - .4   47.81   45.94   4.1    196571   196571   .0    132250   132927   -.5    6323207   6106672   3.5
1993 November   60.1    56.1   7.1   46.44   45.23   2.7    190230   190230   .0    114416   106747   7.2    5314048   4828189  10.1
1993 December   50.3    51.3  -1.9   47.72   44.43   7.4    196571   196571   .0     98811   100798  -2.0    4714925   4478548   5.3
                --------------------------------------------------------------------------------------------------------------------
    TOTAL 1993  69.4    67.7   2.5   48.37   47.00   2.9   2314465  2277939  1.6   1606109  1541739   4.2   77690605  72457076   7.2

    ROOM SAMPLE PERCENT - 47.0 %          Number of Sample Properties - 28          Number of Census Properties - 72
</TABLE>
<PAGE>

                                 Idaho Southwest

                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                OCCUPANCY            ROOM RATE             ROOM SUPPLY             ROOM DEMAND              ROOM REVENUE
                ------------------   -------------------   ---------------------   ----------------------   ------------------------
                CURRENT PRIOR %      CURRENT PRIOR  %      CURRENT  PRIOR   %      CURRENT  PRIOR    %      CURRENT    PRIOR    %
YEAR MONTH      YEAR    YEAR  CHNG   YEAR    YEAR   CHNG   YEAR     YEAR    CHNG   YEAR     YEAR     CHNG   YEAR       YEAR     CHNG
- ---- -----      ----    ----  ----   ----    ----   ----   ----     ----    ----   ----     ----     ----   ----       ----     ----
<C>  <S>        <C>     <C>   <C>    <C>     <C>    <C>    <C>      <C>     <C>    <C>      <C>     <C>     <C>        <C>      <C> 
1994 January    54.0    53.1   1.7   49.83   45.70   9.0   196571   196571    .0    106169   104469   1.6    5290278   4773888  10.8
1994 February   62.5    64.4  -3.0   50.11   47.05   6.5   177548   177548    .0    111038   114355  -2.9    5563899   5380193   3.4
1994 March      69.2    65.0   6.5   49.79   47.45   4.9   196571   196571    .0    135987   127680   6.5    6771325   6058389  11.8
1994 April      66.8    67.3   -.7   48.48   46.82   3.5   190230   190230    .0    127016   128080   -.8    6157466   5996293   2.7
1994 May        73.0    72.8     3   50.72   47.44   6.9   198834   196571   1.2    145209   143122   1.5    7365202   6789488   8.5
1994 June       84.5    81.6   3.6   52.03   49.66   4.8   196320   190230   3.2    165812   155205   6.8    8626840   7707107  11.9
1994 July       83.6    84.5  -1.1   52.06   51.48   1.1   202864   196571   3.2    169626   166076   2.1    8830366   8548844   3.3
1994 August     88.9    89.6   -.8   52.82   51.16   3.2   202864   196571   3.2    180253   176106   2.4    9521257   9009374   5.7
1994 September  81.1    76.5   6.0   50.25   48.61   3.4   196320   190230   3.2    159175   145539   9.4    7999193   7074849  13.1
1994 October    67.4    67.3    .1   49.86   47.81   4.3   202864   196571   3.2    136765   132250   3.4    6818880   6323207   7.8
1994 November   59.8    60.1   -.5   49.41   46.44   6.4   196320   190230   3.2    117314   114416   2.5    5796333   5314048   9.1
1994 December   49.1    50.3  -2.4   49.15   47.72   3.0   202864   196571   3.2     99506    98811    .7    4891196   4714925   3.7
                --------------------------------------------------------------------------------------------------------------------
                                                                                                                               
    TOTAL 1994  70.1    69.4   1.0   50.57   48.37   4.5  2360170  2314465   2.0   1653870  1606109   3.0   83632235  77690605   7.6

    ROOM SAMPLE PERCENT - 47.3 %         Number of Sample Properties - 29          Number of Census Properties - 74

1995 January    55.1    54.0   2.0   51.11   49.83   2.6   202864   196571   3.2    111729   106169   5.2    5710612   5290278   7.9
1995 February   61.0    62.5  -2.4   53.06   50.11   5.9   183232   177548   3.2    111809   111038    .7    5932569   5563899   6.6
1995 March      71.4    69.2   3.2   53.06   49.79   6.6   204755   196571   4.2    146111   135987   7.4    7752822   6771325  14.5
1995 April      67.7    66.8   1.3   51.79   48.48   6.8   201930   190230   6.2    136779   127016   7.7    7084377   6157466  15.1
1995 May        74.4    73.0   1.9   52.57   50.72   3.6   210645   198834   5.9    156769   145209   8.0    8241366   7365202  11.9
1995 June       85.4    84.5   1.1   54.20   52.03   4.2   203850   196320   3.8    173996   165812   4.9    9430195   8626840   9.3
1995 July       83.8    83.6    .2   53.21   52.06   2.2   210645   202864   3.8    176416   169626   4.0    9387028   8830366   6.3
1995 August     86.8    88.9  -2.4   54.50   52.82   3.2   210645   202864   3.8    182773   180253   1.4    9961485   9521257   4.6
1995 September  79.6    81.1  -1.8   51.33   50.25   2.1   205950   196320   4.9    164007   159175   3.0    8417917   7999193   5.2
1995 October    66.2    67.4  -1.8   51.54   49.86   3.4   212815   202864   4.9    140848   136765   3.0    7259441   6818880   6.5
1995 November   55.0    59.8  -8.0   52.38   49.41   6.0   205950   196320   4.9    113373   117314  -3.4    5938231   5796333   2.4
1995 December   47.0    49.1  -4.3   51.28   49.15   4.3   212815   202864   4.9    100005    99506    .5    5128631   4891196   4.9
                --------------------------------------------------------------------------------------------------------------------
    TOTAL 1995  69.5    70.1   -.9   52.63   50.57   4.1  2466096  2360170   4.5   1714615  1653870   3.7   90244674  83632235   7.9

    ROOM SAMPLE PERCENT - 43.5 %          Number of Sample Properties - 30          Number of Census Properties - 79
</TABLE>
<PAGE>

                                 Idaho Southwest

                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                OCCUPANCY            ROOM RATE             ROOM SUPPLY             ROOM DEMAND              ROOM REVENUE
                ------------------   -------------------   ---------------------   ----------------------   ------------------------
                CURRENT PRIOR %      CURRENT PRIOR  %      CURRENT  PRIOR   %      CURRENT  PRIOR    %      CURRENT     PRIOR   %
YEAR MONTH      YEAR    YEAR  CHNG   YEAR    YEAR   CHNG   YEAR     YEAR    CHNG   YEAR     YEAR     CHNG   YEAR        YEAR    CHNG
- ---- -----      ----    ----  ----   ----    ----   ----   ----     ----    ----   ----     ----     ----   ----        ----    ----
<C>  <S>        <C>     <C>   <C>    <C>     <C>    <C>    <C>      <C>     <C>    <C>      <C>     <C>     <C>         <C>     <C> 
1996 January    51.7    55.1  -6.2   53.15   51.11   4.0    212815   202864  4.9    109955   111729  -1.6     5844287   5710612  2.3
1996 February   60.6    61.0   -.7   54.45   53.06   2.6    195804   183232  6.9    118596   111809   6.1     6457339   5932569  8.8
1996 March      68.9    71.4  -3.5   53.03   53.06   -.1    216783   204755  5.9    149322   146111   2.2     7918332   7752822  2.1
1996 April      63.7    67.7  -5.9   51.70   51.79   -.2    209790   201930  3.9    133655   136779  -2.3     6909473   7084377 -2.5
1996 May        72.6    74.4  -2.4   54.04   52.57   2.8    216783   210645  2.9    157327   156769    .4     8501665   8241366  3.2
1996 June       79.5    85.4  -6.9   55.64   54.20   2.7    209790   203850  2.9    166806   173996  -4.1     9281113   9430195 -1.6
1996 July       81.1    83.8  -3.2   55.06   53.21   3.5    216783   210645  2.9    175864   176416  - .3     9683883   9387028  3.2
1996 August     83.5    86.8  -3.8   56.55   54.50   3.8    216783   210645  2.9    180980   182773  -1.0    10233953   9961485  2.7
1996 September  75.7    79.6  -4.9   53.47   51.33   4.2    209790   205950  1.9    158829   164007  -3.2     8492335   8417917   .9
                --------------------------------------------------------------------------------------------------------------------
    TOTAL 1996  70.9    74.2  -4.4   54.26   52.87   2.6   1905121  1834516  3.8   1351334  1360389   -.7    73322380  71918371  2.0
                                                                                                                     
    ROOM SAMPLE PERCENT - 41.9 %          Number of Sample Properties - 30          Number of Census Properties - 80

    SOURCE: SMITH TRAVEL RESEARCH -  The information contained in this report is based upon independent surveys and
                                     research from sources considered reliabLe but no representation is made as to its
                                     completeness or accuracy. This information is in no way to be construed as a
                                     recommendation by Smith Travel Research of any industry standard and is intended
                                     solely for the internal purposes of your company and should not be published in
                                     any manner unless authorized by Smith Travel Research.
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN

                                 Idaho Southwest

                                                                11/07/96 Page: 1

<TABLE>
<CAPTION>
                                                                                                
                                                                    Zip                         
SIR CODE  Name of Establishment            City                 ST  Code   Telephone       YEAR 
- --------  ------------------------------   -------------------  --  -----  --------------  ---- 
<S>       <C>                              <C>                  <C> <C>    <C>             <C>  
   6403   MOTEL 6 TWIN FALLS               TWIN FALLS           ID  83301  (208) 734-3993       
   7319   HOTEL 3                          TWIN FALLS           ID  83301  (208) 733-5630       
  15531   AMERITEL INN                     TWIN FALLS           ID  83301  (208) 736-8000  9205 
  29024   COMFORT INN TWIN FALLS           TWIN FALLS           ID  83301  (208) 734-7494  9210 
   2375   WESTON INN                       TWIN FALLS           ID  83301  (208) 733-6095  6100 
  23407   SUPER 8 TWIN FALLS               TWIN FALLS           ID  83301  (208) 734-5801  8609 
    823   WESTON PLAZA HOTEL               TWIN FALLS           ID  83301  (208) 733-0650       
   2374   BEST WESTERN CANYON SPRINGS IN   TWIN FALLS           ID  83301  (208) 734-5000  7400 
  33248   SHILO INN TWIN FALLS             TWIN FALLS           ID  83301  (208) 733-7545  9602 
   2373   BEST WESTERN APOLLO MOTOR INN    TWIN FALLS           ID  83301  (208) 733-2010  5400 
  16468   MONTEREY MOTOR INN               TWIN FALLS           ID  83301  (208) 733-5151       
   5699   ECONO LODGE TWIN FALLS           TWIN FALLS           ID  83301  (208) 733-8770       
  16466   CAPRI                            TWIN FALLS           ID  83301  (208) 733-6452       
  31556   AMBER INN                        BLISS                ID  83314  (208) 352-4441       
  14819   BUDGET MOTEL                     BURLEY               ID  83318  (208) 678-2200  8203 
  16419   GREENWELL MOTEL                  BURLEY               ID  83318  (208) 678-5576       
   2355   BEST WESTERN BURLEY INN          BURLEY               ID  83318  (208) 678-3501       
  31558   AMBER INN                        EDEN                 ID  83325  (208) 825-5200       
   4104   HAILEY AIRPORT INN               HAILEY               ID  83333  (208) 788-2477       
  16431   HOLIDAY                          JEROME               ID  83338  (208) 324-2361       
  31608   SLEEP INN JEROME/TWIN FALLS      JEROME               ID  83338  (208) 324-6400  9509 
   2371   BEST WESTERN CHRISTIANIA         KETCHUM              ID  83340  (208) 726-3351  5600 
          LODGE                                                                            
   2372   BEST WESTERN TYROLEAN LODGE      KETCHUM              ID  83340  (208) 726-5336  6700 
  10921   CLARION KETCHUM                  KETCHUM              ID  83340  (208) 726-5900       
  17965   BEST WESTERN KENTWOOD LODGE      KETCHUM              ID  83340  (208) 726-4114       
  22334   WARM SPRINGS RESORT              KETCHUM              ID  83340  (208) 726-8274       
  31560   BALD MT LODGE                    KETCHUM              ID  83340  (208) 726-9963       
  31561   CHRISTOPHER CONDO HOTEL          KETCHUM              ID  83340  (208) 726-5601       
  16462   HEIDELBERG INN                   SUN VALLEY           ID  83353  (208) 726-5361       
  16463   TAMARACK LODGE                   SUN VALLEY           ID  83353  (208) 726-3344       
  16465   LITTLE AMERICA SUN VALLEY RESO   SUN VALLEY           ID  83353  (208) 622-4111       
  16464   ELKHORN RESORT/SUN VALLEY        SUN VALLEY           ID  83354  (208) 622-4511       
  16420   SUNDOWNER MOTEL                  CALDWELL             ID  83605  (208) 459-1585       
  25020   COMFORT INN CALDWELL             CALDWELL             ID  83605  (208) 454-2222  8902 
  31292   BEST WESTERN RAMA INN            MERIDIAN             ID  83642  (208) 887-7888  9503 
  30058   MR SANDMAN                       MERIDIAN             ID  83642  (208) 887-2062  9204 
  16443   HILANDER                         MOUNTAIN HOME        ID  83647  (208) 587-3311       
  16445   TOWNE CENTER MOTEL               MOUNTAIN HOME        ID  83647  (208) 587-3373       
</TABLE>
<TABLE>
<CAPTION>
                                                  RESPONSE REPORT                Report #: Res-14      
                                                  -----1995------ ---------------1996----------------  
SIR CODE  Name of Establishment            ROOMS  SEP OCT NOV DEC JAN FEB MAR APR MAY JUN JUL AUG SEP  
- --------  ------------------------------   -----  --------------- -----------------------------------  
<S>       <C>                               <C>   <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> 
   6403   MOTEL 6 TWIN FALLS                157   X   X   X   X   X   X   X   X   X   X   X   X   X
   7319   HOTEL 3                            38
  15531   AMERITEL INN                       88
  29024   COMFORT INN TWIN FALLS             52   X   X   X   X   X   X   X   X   X   X   X   X   X
   2375   WESTON INN                         97
  23407   SUPER 8 TWIN FALLS                 93
    823   WESTON PLAZA HOTEL                202
   2374   BEST WESTERN CANYON SPRINGS IN    112   X   X   X   X   X   X   X   X   X   X   X   X   X
  33248   SHILO INN TWIN FALLS              128
   2373   BEST WESTERN APOLLO MOTOR INN      50
  16468   MONTEREY MOTOR INN                 28
   5699   ECONO LODGE TWIN FALLS             39   X   X   X   X   X   X   X   X   X   X   X   X   X
  16466   CAPRI                              20
  31556   AMBER INN                          30
  14819   BUDGET MOTEL                       94
  16419   GREENWELL MOTEL                    35
   2355   BEST WESTERN BURLEY INN           128
  31558   AMBER INN                          25
   4104   HAILEY AIRPORT INN                 29
  16431   HOLIDAY                            23
  31608   SLEEP INN JEROME/TWIN FALLS        70       X   X   X   X   X   X   X   X   X   X   X   X
   2371   BEST WESTERN CHRISTIANIA           38   X   X   X   X   X   X   X   X   X   X   X   X   X
          LODGE                            
   2372   BEST WESTERN TYROLEAN LODGE        56   X   X   X   X   X   X   X   X   X   X   X   X   X
  10921   CLARION KETCHUM                    58   X   X   X   X   X   X   X   X       X   X   X   X
  17965   BEST WESTERN KENTWOOD LODGE        57
  22334   WARM SPRINGS RESORT               120
  31560   BALD MT LODGE                      30
  31561   CHRISTOPHER CONDO HOTEL            40
  16462   HEIDELBERG INN                     30
  16463   TAMARACK LODGE                     31
  16465   LITTLE AMERICA SUN VALLEY RESO    630
  16464   ELKHORN RESORT/SUN VALLEY         200
  16420   SUNDOWNER MOTEL                    70
  25020   COMFORT INN CALDWELL               65   X   X   X   X   X   X   X   X   X   X   X   X   X
  31292   BEST WESTERN RAMA INN              61   X   X
  30058   MR SANDMAN                        86
  16443   HILANDER                          34
  16445   TOWNE CENTER MOTEL                31
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN

                                 Idaho Southwest

                                                                11/07/96 Page: 2

<TABLE>
<CAPTION>
                                                                                                
                                                                    Zip                         
SIR CODE  Name of Establishment            City                 ST  Code   Telephone       YEAR 
- --------  ------------------------------   -------------------  --  -----  --------------  ---- 
<S>       <C>                              <C>                  <C> <C>    <C>             <C>  
  27904   SLEEP INN MOUNTAIN HOME          MOUNTAIN HOME        ID  83647  (208) 587-9743  9007 
  16444   THUNDERBIRD                      MOUNTAIN HOME        ID  83647  (208) 587-7927       
   2363   BEST WESTERN FOOTHILLS MOTOR I   MOUNTAIN HOME        ID  83647  (208) 587-8477  8500 
  14845   FIVE CROWNS                      NAMPA                ID  83651  (208) 466-3594       
   2364   DESERT INN MOTEL                 NAMPA                ID  83651  (208) 467-1161       
  18152   PIONEER INN BOGUS BASIN          BOISE                ID  83702  (208) 336-4500  7500 
  11179   SHILO INN BOISE RIVERSIDE        BOISE                ID  83702  (208) 344-3521       
   9635   RED LION BOISE DOWNTOWNER/HOTE   BOISE                ID  83702  (208) 344-7691       
   8293   CABANA INN                       BOISE                ID  83702  (208) 343-6000       
  16417   OWYHEE PLAZA                     BOISE                ID  83702  (208) 343-4611  8606 
  14879   IDANHA HOTEL                     BOISE                ID  83702  (208) 342-3611       
  23904   NATIONAL 9 CAPRI INN             BOISE                ID  83702  (208) 344-8617       
   7317   TRAVELODGE BOISE                 BOISE                ID  83702  (208) 342-9351       
  18153   STATEHOUSE INN                   BOISE                ID  83702  (208) 342-4622  8906 
   2353   BEST WESTERN SAFARI MOTOR INN    BOISE                ID  83702  (208) 344-6556  6600 
  29416   AMERITEL INN                     BOISE                ID  83704  (208) 377-8500  9406 
   6398   MOTEL 6 BOISE AIRPORT            BOISE                ID  83705  (208) 344-3506       
  30078   INN AMERICA                      BOISE                ID  83705  (208) 389-9800  9405 
  31731   COURTYARD BOISE AIRPORT          BOISE                ID  83705  (208) 331-2700  9610 
   5828   HOLIDAY INN EXPRESS BOISE        BOISE                ID  83705  (208) 388-0800  9504 
  27804   QUALITY AIRPORT/BOISE            BOISE                ID  83705  (208) 343-7505       
   8603   SUPER 8 BOISE                    BOISE                ID  83705  (208) 344-8871  7901 
    820   HOLIDAY INN BOISE AIRPORT        BOISE                ID  83705  (208) 344-8365       
  30086   HAMPTON INN BOISE                BOISE                ID  83705  (208) 331-5600  9505 
  31029   FAIRFIELD INN BOISE              BOISE                ID  83705  (208) 331-5656  9504 
  21881   COMFORT INN AIRPORT/BOISE        BOISE                ID  83705  (208) 336-0077  8708 
   2354   BEST WESTERN VISTA INN           BOISE                ID  83705  (208) 336-8100  7500 
  17206   SLEEP INN BOISE                  BOISE                ID  83705  (208) 336-7377  9102 
   2352   BEST WESTERN AIRPORT MOTOR INN   BOISE                ID  83705  (208) 384-5000  8106 
  14884   SHILO INN BOISE AIRPORT          BOISE                ID  83705  (208) 343-7662  8806 
  18148   DOUBLETREE CLUB BOISE            BOISE                ID  83706  (208) 345-2002  8512 
   8110   RODEWAY INN BOISE                BOISE                ID  83706  (208) 376-2700       
  18151   ECONO LODGE BOISE                BOISE                ID  83706  (208) 344-4030       
  22545   RESIDENCE INN BOISE              BOISE                ID  83706  (208) 344-1200  8603 
  14890   BOISEAN                          BOISE                ID  83706  (208) 343-3645  4600 
  10282   RUSTON HOTEL                     BOISE                ID  83706  (208) 344-7971       
  16418   UNIVERSITY INN                   BOISE                ID  83706  (208) 345-7170       
  31557   BOISE RIVER INN                  BOISE                ID  83706  (208) 344-9988       
</TABLE>
<TABLE>
<CAPTION>
                                                  RESPONSE REPORT                Report #: Res-14      
                                                  -----1995------ ---------------1996----------------  
SIR CODE  Name of Establishment            ROOMS  SEP OCT NOV DEC JAN FEB MAR APR MAY JUN JUL AUG SEP  
- --------  ------------------------------   -----  --------------- -----------------------------------  
<S>       <C>                               <C>    <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> 
  27904   SLEEP INN MOUNTAIN HOME            60     X   X   X   X   X   X   X   X   X   X   X   X   X
  16444   THUNDERBIRD                        27
   2363   BEST WESTERN FOOTHILLS MOTOR I     76     X   X   X   X   X       X   X   X   X       X   X
  14845   FIVE CROWNS                        43 
   2364   DESERT INN MOTEL                   40 
  18152   PIONEER INN BOGUS BASIN            31
  11179   SHILO INN BOISE RIVERSIDE         112
   9635   RED LION BOISE DOWNTOWNER/HOTE    182     X   X   X   X   X   X   X   X   X   X   X   X   X
   8293   CABANA INN                         50 
  16417   OWYHEE PLAZA                      100
  14879   IDANHA HOTEL                       45 
  23904   NATIONAL 9 CAPRI INN               44
   7317   TRAVELODGE BOISE                   48     X   X   X   X   X   X   X   X   X   X   X   X   X
  18153   STATEHOUSE INN                     88  
   2353   BEST WESTERN SAFARI MOTOR INN     103     X   X       X   X   X       X   X   X   X   X   X   
  29416   AMERITEL INN                      130     X   X   X   X   X   X   X   X   X   X   X   X   X
   6398   MOTEL 6 BOISE AIRPORT              91     X   X   X   X   X   X   X   X   X   X   X   X   X
  30078   INN AMERICA                        73     X   X   X
  31731   COURTYARD BOISE AIRPORT           167 
   5828   HOLIDAY INN EXPRESS BOISE          63     X   X   X   X   X   X   X   X   X   X   X   X   X    
  27804   QUALITY AIRPORT/BOISE              79     X   X   X   X   X   X   X   X   X   X   X   X   X    
   8603   SUPER 8 BOISE                     110 
    820   HOLIDAY INN BOISE AIRPORT         266     X   X   X   X   X   X   X   X   X   X   X   X   X    
  30086   HAMPTON INN BOISE                  64     X   X   X   X   X   X   X   X   X   X   X   X   X    
  31029   FAIRFIELD INN BOISE                63     X   X   X   X   X   X   X   X   X   X   X   X   X    
  21881   COMFORT INN AIRPORT/BOISE          60     X   X   X   X       X   X   X   X       X   X   X    
   2354   BEST WESTERN VISTA INN             86     X   X   X   X   X   X   X   X   X   X   X   X   X    
  17206   SLEEP INN BOISE                    69                                     X   X   X   X   X    
   2352   BEST WESTERN AIRPORT MOTOR INN     50     X   X   X 
  14884   SHILO INN BOISE AIRPORT           126 
  18148   DOUBLETREE CLUB BOISE             158     X   X   X   X   X   X   X   X   X   X   X   X   X    
   8110   RODEWAY INN BOISE                  98     X   X   X   X   X   X   X   X   X   X   X   X   X    
  18151   ECONO LODGE BOISE                  52         X   X   X           X   X   X   X   X   X   X   
  22545   RESIDENCE INN BOISE               104     X   X   X   X   X   X   X   X   X   X   X   X   X    
  14890   BOISEAN                           152 
  10282   RUSTON HOTEL                      122     X   X   X   X  
  16418   UNIVERSITY INN                     80 
  31557   BOISE RIVER INN                    88
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN

                                 Idaho Southwest

                                                                11/07/96 Page: 3

<TABLE>
<CAPTION>
                                                                                                
                                                                    Zip                         
SIR CODE  Name of Establishment            City                 ST  Code   Telephone       YEAR 
- --------  ------------------------------   -------------------  --  -----  --------------  ---- 
<S>       <C>                              <C>                  <C> <C>    <C>             <C>  
  25428   PARK INN BOISE                   BOISE                ID  83706  (208) 342-1044  9202 
  30231   PLAZA SUITE HOTEL                BOISE                ID  83709  (208) 375-7666       
  18149   FLYING J TRAVEL PLAZA            BOISE                ID  83709  (208) 322-4404       
   9224   SUNLINER MOTEL                   GARDEN CITY          ID  83714  (208) 344-7647       
   9636   RED LION BOISE RIVERSIDE HOTEL   GARDEN CITY          ID  83714  (208) 343-1871  6906 

                                                                                                
</TABLE>
<TABLE>
<CAPTION>
                                                  RESPONSE REPORT                Report #: Res-14      
                                                  -----1995------ ---------------1996----------------  
SIR CODE  Name of Establishment            ROOMS  SEP OCT NOV DEC JAN FEB MAR APR MAY JUN JUL AUG SEP  
- --------  ------------------------------   -----  --------------- -----------------------------------  
<S>       <C>                               <C>    <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> 
  25428   PARK INN BOISE                    130     X   X   X   X   X   X   X   X   X   X   X   X   X
  30231   PLAZA SUITE HOTEL                  39
  18149   FLYING J TRAVEL PLAZA              87
   9224   SUNLINER MOTEL                     25
   9636   RED LION BOISE RIVERSIDE HOTEL    304     X   X   X   X   X   X   X   X   X   X   X   X   X
                                           ----
                                           7160     X - Denotes data received by Smith Travel Research.
</TABLE>


================================================================================

                                APPRAISAL REPORT
                                 SHILO INN HOTEL

                                   Located At
                             1609 EAST HARBOR DRIVE
                                WARRENTON, OREGON

                                      As Of
                                DECEMBER 1, 1996

                                  Prepared for:
                                     KEYCORP
                           REAL ESTATE CAPITAL MARKETS
                          700 FIFTH AVENUE, 52nd FLOOR
                            SEATTLE, WASHINGTON 98104

                                  Prepared by:
                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106

================================================================================
<PAGE>

                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106
                            TELEPHONE: (818) 795-5087

December 9, 1996

Mr. David Thatcher
Senior Vice President
KeyCorp
Real Estate Capital Markets
700 Fifth Avenue, 52nd Floor
Seattle, Washington  98104

Re:  Appraisal Report of Shilo Inn
     1609 East Harbor Drive 
     Warrenton, Or 97146-9689

Dear Mr. Thatcher:

In conjunction with the above captioned appraisal report ("Report"), we have
conducted the required investigation, gathered the necessary data, and made
certain analyses that were used in forming the opinion of the market value of
the above referenced Property.

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral to secure a proposed
loan. This Report is intended to comply with the requirements of the Uniform
Standards of Professional Appraisal Practice (USPAP), as promulgated by the
Appraisal Standards Board of the Appraisal Foundation.

The purpose of this Report is to express our opinion of the market value of the
Property subject to the definitions of value, the assumptions and limiting
conditions and the certification contained in the attached Report. The Report:

o    May be relied upon by Merrill Lynch Mortgage Capital Inc. in determining
     whether to make a loan(s) evidenced by a note ("Property Note") secured by
     the Property;

o    May be relied upon by any purchaser in determining whether to purchase the
     Property Notes for these transactions from Merrill Lynch Mortgage Capital
     Inc.;

o    May be relied upon by any Rating Agency in rating securities issued by
     Merrill Lynch Mortgage Capital Inc. and representing an interest in the
     Property Notes;
<PAGE>

Mr. David Thatcher
December 9, 1996
Page -2-

o    May be included with and referred to in materials offering the Property
     Notes or an interest in the Property Notes for sale.

The subject property is a four-story hotel building and a free standing
restaurant building. The complex is located at 1609 East Harbor Drive,
Warrenton, Clatsop County, Oregon, 97146. It is situated on a corner site,
approximately 1/2 block west of the Highway 101/E Harbor Drive intersection. The
subject site is comprised of one tax lot containing approximately 1.15 acres,
according to Clatsop County data. There is a central driveway separating the
restaurant from the main hotel building. This driveway also serves as access to
the adjacent commercial buildings with cross parking and driveway easements
benefiting the subject and surrounding uses. The improvements are comprised of a
four-story good quality, Class D hotel and a single story free-standing
restaurant building. The hotel contains 62 guest rooms, all classified as
mini-suites. There is an indoor pool, spa, steam room, sauna and meeting room.
The free-standing restaurant contains a total of 4,500 square feet with a
seating capacity of approximately 150. The property is owned and operated by the
Shilo Inn Hotel Group (Mark S. Hemstreet).

The subject property and comparables were last inspected November 5, 1996. Based
on the investigation and analysis outlined in the report and subject to the
assumptions and limiting conditions as set forth within the context of this
report, the estimated market value of the Fee Simple Estate, as a going concern
with existing furniture, fixture and equipment, As Is, as of December 1, 1996
was:

                                   $5,300,000
                                   ==========
                   FIVE MILLION THREE HUNDRED THOUSAND DOLLARS

The report that follows sets forth the identification of the property, the
assumptions and limiting conditions, pertinent facts regarding the area and the
subject property, comparable data and the reasoning leading to the conclusions
set forth.

Sincerely,

/s/ M. Hammad

M. Hammad, MAI
Certified General Appraiser
CA No. AG002849
OR No. TNR0314

                                                                         Page ii
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                                TABLE OF CONTENTS

ASSUMPTIONS AND LIMITING CONDITIONS                                            V

SALIENT FACTS AND CONCLUSIONS                                                VII

SUBJECT PHOTOGRAPHS                                                         VIII

IDENTIFICATION OF THE PROPERTY                                                18

PURPOSE OF THE APPRAISAL                                                      18

FUNCTION OF THE APPRAISAL                                                     18

DATE OF VALUATION                                                             18

HISTORY AND OWNERSHIP                                                         18

SCOPE OF THE ASSIGNMENT                                                       19

MARKETING AND EXPOSURE PERIODS                                                19

AMERICAN DISABILITIES ACT COMPLIANCE                                          19

PROPERTY RIGHTS APPRAISED                                                     20

HAZARDOUS MATERIAL STATEMENT                                                  20

COMPETENCY PROVISION                                                          20

DEFINITIONS                                                                   21

REGIONAL OVERVIEW                                                             23

AREA DESCRIPTION                                                              27

HOTEL INDUSTRY OVERVIEW                                                       31

SITE DESCRIPTION                                                              38

PLAT MAP                                                                      43

- ----------------------------------
James Ratkovich & Associates, Inc.                                           iii
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

TABLE OF CONTENTS (CONTINUED)

IMPROVEMENT DESCRIPTION                                                       44

HIGHEST AND BEST USE ANALYSIS                                                 53

VALUATION                                                                     56

COST APPROACH                                                                 59

DIRECT COMPARISON APPROACH                                                    72

INCOME APPROACH                                                               86

RECONCILIATION AND FINAL VALUE CONCLUSIONS                                   107

CERTIFICATIONS                                                               109

APPRAISER'S QUALIFICATIONS

ADDENDA

Restaurant Lease
Historical Operating Data
Smith Travel Research Hotel Operating Statistics
PKF Industry Standards
Smith Travel Research Report

- ----------------------------------
James Ratkovich & Associates, Inc.                                            iv
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                        Assumptions & Limiting Conditions
                        ---------------------------------

The analysis of the property is predicated upon the following assumptions and
conditions:

The date of value to which the opinions expressed in this report apply is set
forth in the letter of transmittal. The Appraiser assumes no responsibility for
economic or physical factors occurring at some later date which may affect the
opinions herein stated.

No opinion is intended to be expressed for legal matters or that would require
specialized investigation or knowledge beyond that ordinarily employed by real
estate appraisers, although such matters may be discussed in the report.

No opinion as to title is rendered. Data on ownership and the legal description
were obtained from sources generally considered reliable. Title is assumed to be
marketable and free and clear of all liens and encumbrances, easements, and
restrictions except those specifically discussed in the report.

The property is appraised assuming it to be under responsible ownership and
competent management and available for its highest and best use.

No engineering survey has been made by the Appraiser. Except as specifically
stated, data relative to size and area were taken from sources considered
reliable, and no encroachment of real property improvements is assumed to exist.

Maps, plats, and exhibits included herein are for illustration only, as an aid
in visualizing matters discussed within the report. They should not be
considered as surveys or relied upon for any other purpose.

No opinion is expressed as to the value of subsurface oil, gas, or mineral
rights and the property is not subject to surface entry for the exploration or
removal of such material except as expressly stated.

Testimony or attendance in court or at any other hearing is not required by
reason of rendering this appraisal unless such arrangements are made and
compensation is agreed in advance.

No soil studies covering the subject property were available to the Appraiser,
therefore, assumptions as to soil qualities employed in this report are not
conclusive but have been considered consistent with information available to the
Appraiser.

Earthquakes are not common in the area. No responsibility is assumed due to
their possible effects on individual properties unless detailed geological
reports are made available.

The property has been personally inspected by the appraisers so designated in
the Certification and have found no obvious evidence of structural deficiencies
except as stated in the report; however, no responsibility for hidden defects or
conformity to specific governmental requirements such as fire, building and
safety, earthquake, or occupancy codes can be assumed without provision of
specific professional or governmental inspections.

No consideration has been given in this appraisal to personal property located
on the premises unless specifically addressed within this report. Only real
property items have been considered unless specifically mentioned.

- ----------------------------------
James Ratkovich & Associates, Inc.                                             v
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

Assumptions & Limiting Conditions (continued)

The rental areas herein discussed have been calculated in accord with standards
developed by the American Standards Association as included in Real Estate
Terminology.

This report is based, in part, upon information assembled from a wide range of
sources. An impractical and uneconomic expenditure of time would be required in
attempting to furnish unimpeachable verification in all instances, particularly
as to market related information, therefore, the incorporated data cannot be
guaranteed.

The dollar amount of any value opinion herein rendered is based upon the
purchasing power of the United States dollar existing at the date of value.

The Appraiser reserves the right to make such adjustments to the valuation
herein reported as may be required by consideration of additional or more
reliable data that may become available.

In the event this report is placed in the hands of a third party, such party
must be made cognizant of any and all limiting conditions resulting from the
basis of our employment and discussions related thereto as well as those set
forth herein.

When improvements are labeled proposed or when development type properties are
concerned, the property has been appraised subject to certain assumptions as to
the quality and nature of the completed buildings, tenant improvements, land
improvements or infrastructure. The basis for these assumptions were provided by
the client, his representative, or government officials. Any deviation from
these specifications will render the conclusions, which are based on those
assumptions, useless and void.

Hazardous substances, if present within a facility, can introduce an actual or
potential liability that will adversely affect the marketability and value of
the facility. Such liability may be in the form of immediate recognition of
existing hazardous conditions requiring correction and the future obligation
that can stem from the release of currently non-hazardous contaminants, such as
asbestos fibers or toxic vapors from urea formaldehyde foam insulation, through
aging or building renovations. In the development of our opinion of value, no
consideration has been given to such liability or its impact on value. The
Appraiser is not qualified to make an investigation to determine the possible
presence of toxic materials requiring either immediate or future correction.
There are experts in this special field who can conduct such investigations and
provide guidance regarding the impact of toxic materials that may be present in
the subject property.

Disclosure of the contents of this appraisal report is governed by the bylaws
and regulations of the Appraisal Institute. Neither all nor any part of the
contents of this report (especially any conclusions as to value, the identity of
the appraisers or the firm with which they are connected, or any reference to
the Appraisal Institute or the MAI, SRPA, RM, SRA, or SREA designations) shall
be disseminated to the public through advertising media, public relations media,
news media, sales media, or any other public means of communication without the
prior written consent and approval of the undersigned.

Moreover, except for the fee paid us in its connection, we do not assume any
responsibility or liability for direct, indirect, incidental or consequential
damages whatsoever resulting from errors due to human fallibility or to computer
hardware or software.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            vi
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS

LOCATION:                           Shilo Inn
                                    1609 East Harbor Drive
                                    Warrenton, Oregon 97146

ASSESSOR'S PARCEL NO.:              72549A-00201

PROPERTY RIGHTS APPRAISED:          Fee Simple Estate

OWNER OF RECORD:                    Mark S. Hemstreet

PROPERTY TYPE:                      62 Unit Hotel and Restaurant

ZONING:                             C-2, General Commercial District, Warrenton

SITE AREA:                          1.138 acres; (49,601 square feet)

IMPROVEMENTS:                       The subject improvements consist of 
                                    one, 4-story, good quality, Class   
                                    D, double wall constructed, 35,530  
                                    square foot hotel building with 62  
                                    guest rooms and one, 1-story        
                                    free-standing restaurant building   
                                    containing 4,500 square feet. The   
                                    improvements were completed in 1990. 
                                        
HIGHEST AND BEST USE:               As Vacant:   Commercial development

                                    As Improved: Existing Use

VALUE CONCLUSIONS:

   Land Value-Hotel Site:           $300,000
   F, F & E:                        $217,000 ($3,500/room)
   Cost Approach                    $4,740,000
   Direct Sales Comparison          $5,270,000
   Income Capitalization Approach   $5,300,000

   Final Value Estimate             $5,300,000

ESTIMATED MARKETING TIME:           Twelve Months

LAST DATE OF INSPECTION:            November 5, 1996

DATE OF VALUE:                      December 1, 1996

- ----------------------------------
James Ratkovich & Associates, Inc.                                           vii
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                               SUBJECT PHOTOGRAPHS

                                     [PHOTO]

     Subject Property - 62-unit Shilo Inn and 4,500 square foot restaurant -
                       looking northwest from Highway 101

                                    [PHOTO]
           Subject Property - looking northeast from E. Harbor Drive.

- ----------------------------------
James Ratkovich & Associates, Inc.                                          viii
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

             View of subject property looking west from parking lot.


                                    [PHOTO]

            Subject property looking west from adjacent parking lot.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            ix
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                                    [PHOTO]


   Looking northwest from Highway 101/E. Harbor Drive intersection - subject
                             property to the left.


                                    [PHOTO]

     Looking south on Highway 101 - Shilo Inn sign in distance to the right.

- ----------------------------------
James Ratkovich & Associates, Inc.                                             x
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                                    [PHOTO]

        Street scene looking east on E Harbor Drive toward Highway 101 -
                         subject property to the left.

                                    [PHOTO]

                 Subject reception room/lobby/registration desk.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            xi
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- --------------------------------------

                                    [PHOTO]

                      Typical double king mini-suite room.


                                    [PHOTO]

                       Double king suite/kitchenette room.

James Ratkovich & Associates, Inc.                                           xii
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                                    [PHOTO]

                 View of kitchenette/dining area in suite room.


                                    [PHOTO]

                          View of central laundry area.

- ----------------------------------
James Ratkovich & Associates, Inc.                                          xiii
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                                    [PHOTO]

                             Typical Corridor View.


                                    [PHOTO]

                       Indoor Swimming Pool and Spa area.

- ----------------------------------
James Ratkovich & Associates, Inc.                                           xiv
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                                    [PHOTO]

                                  Meeting Room.


                                    [PHOTO]

                  Lounge area in adjacent restaurant building.

- ----------------------------------
James Ratkovich & Associates, Inc.                                           xiv
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                                    [PHOTO]

                  Dining area in adjacent restaurant building.


                                    [PHOTO]

                  Lounge area in adjacent restaurant building.

- ----------------------------------
James Ratkovich & Associates, Inc.                                           xvi
<PAGE>

                                [PHOTO OMITTED]

                                                                            xvii
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                         IDENTIFICATION OF THE PROPERTY

The subject property is a Shilo Inn hotel and restaurant located at 1609 East
Harbor Drive, Warrenton, Clatsop County, Oregon 97146-9689. The subject is
situated on an irregular shaped site located on the north side of East Harbor
Drive.

Legal Description

The property is identified for tax purposes as Assessor's Parcel Number 72549A,
tax lot 00201. A full legal description of the property is included in the
Addenda to this report.
County Assessor on Map 36-05-8-22 Tax Lot 603.

                            PURPOSE OF THE APPRAISAL

The purpose of the appraisal is to express our opinion of the market value,
"As-is" of the Fee Estate, of the going concern, in the subject property, as of
the stated appraisal date.

                            FUNCTION OF THE APPRAISAL

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral for a proposed loan for
its underwriting purposes. This appraisal is intended to comply with the
requirements of the Uniform Standards of Professional Appraisal Practice
(USPAP), as promulgated by the Appraisal Standards Board of the Appraisal.

o    May be relied upon by KeyCorp and Merrill Lynch Mortgage Capital Inc. in
     determining whether to make a loan(s) evidenced by a note ("Property Note")
     secured by the Property;

o    May be relied upon by any purchaser in determining whether to purchase the
     Property Notes for these transactions from Merrill Lynch Mortgage Capital
     Inc.;

o    May be relied upon by any Rating Agency in rating securities issued by
     Merrill Lynch Mortgage Capital Inc. and representing an interest in the
     Property Notes;

o    May be included with and referred to in materials offering the Property
     Notes or an interest in the Property Notes for sale.

                                DATE OF VALUATION

The date of valuation is December 1, 1996. The subject and the comparables were
last inspected on November 5, 1996.

                              HISTORY AND OWNERSHIP

The apparent owner of the subject property is Mark Hemstreet, dba Shilo Inns.
Mr. Hemstreet purchased the property from A. J. Gerard and Patricia Gerard,
December, 1989 for the selling price of $395,000. He has since that time built
the Shilo Inn and Restaurant on the site, completing it in June 1990.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            18
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                             SCOPE OF THE ASSIGNMENT

This appraisal has been made in accordance with the accepted techniques,
standards, methods and procedures as stated in the Uniform Standards of
Professional Appraisal Practice of the Appraisal Institute. The value set forth
herein was estimated after application and analysis by the Direct Sales
Comparison Approach to value and an Income Approach analysis using
capitalization and discounting methods.

The appraiser researched the market for sales of vacant land similar to the
subject's land. This was added to the estimated depreciated cost to build the
improvements to arrive at a reasonable Cost Approach to value. The subject
market area was surveyed to obtain an indication of overall market rents,
typical expenses and occupancy levels, in order to analyze the subject income
stream for the Income Approach to value. Additionally, sales of improved
properties similar to the subject property were analyzed to determine both the
demand for and to estimate market value of the subject property. The three
approaches were correlated to arrive at a final value. This is a complete
appraisal/self contained report. All the data gathered was verified and adjusted
according to superiority or inferiority relative to the subject property in
order to obtain a value indication for the subject property. The cost to
complete the planned renovation is deducted from each of the approaches to
arrive at an As Is value.

                         MARKETING AND EXPOSURE PERIODS

According to Korpacz Real Estate Investor Survey, Second Quarter 1996, the
average marketing time for national investment property is 9.89 months as
compared to 11.01 months a year prior. According to CB Commercial Investor
Survey, First Quarter 1996, the marketing time for hotels ranges between 6-18
months and averages 8.4 months. Sales used in our market approach analysis
indicate a range between 1 and 12 months marketing time. Hotel and motel brokers
indicate that properties similar to the subject are expected to have marketing
periods of approximately 9 to 12 months. This appraisal is based on a 12 month
marketing period. Exposure period is a retrospective indication of market time
and for the subject property is estimated to be the same as the marketing
period.

                      AMERICAN DISABILITIES ACT COMPLIANCE

The subject property is appraised without a specific compliance survey having
been constructed to determine if the property is or is not in conformance with
the requirements of the Americans with Disabilities Act (ADA). The presence of
architectural and communications barriers that are structural in nature that
would restrict access by disabled individuals may adversely affect the
property's value, marketability or utility.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            19
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                            PROPERTY RIGHTS APPRAISED

The rights in realty are typically identified with respect to properties such as
the subject are the Fee Simple, Leased Fee, and Leasehold Estate. These are
defined as follows:(1)

Fee Simple Estate: An absolute fee; a fee without limitations to any particular
class of heirs or restrictions, but subject to the limitations of eminent
domain, escheat, police power and taxation. An inheritable estate.

Leased Fee Estate: A property held in fee with the right of use and occupancy
conveyed by lease to others. A property consisting of the right to receive
rentals over a period of time, plus the right of ultimate repossession at the
termination of the lease.

Leasehold Estate: A property held under tenure of lease. The right of use and
occupancy of real property by virtue of a lease agreement. The right of a lessee
to use and enjoy real estate for a stated term and upon certain conditions, such
as the payment of rent.

The property rights appraised within the context of this report are described as
the Fee Simple Estate.

                          HAZARDOUS MATERIAL STATEMENT

In this appraisal assignment, unless otherwise stated, the existence of
potentially hazardous material used in the construction or maintenance of the
building, such as the presence of toxic waste, which may or may not be present
on the property, was not observed by the appraiser; nor do we have any knowledge
of the existence of such materials on or in the property. The appraiser is not
qualified to detect such substances. The presence of potentially hazardous
insulation may have an effect on the value of the property. The value estimate
is predicated on the assumption that there is no such material on or in the
property that would cause a loss in value. No responsibility is assumed for any
such conditions, or for engineering or scientific knowledge required to discover
such materials. The client is urged to retain an expert in this field, if so
desired.

                              COMPETENCY PROVISION

We attest that the writer of this report has attained a level of competency
necessary to complete the assignment in a diligent manner, utilizing all the
commonly recognized analysis techniques considered normal for a prudent
evaluation effort. The reader is referred to the appraisers' qualifications in
the addenda for further confirmation of the appraisers' training and background.

- ---------------------------------- 
(1) Real Estate Terminology; American Instittute of Real Estate Appraisers; Burl
N. Boyce, Ph.D.; Ballinger Company; 1975.
- ----------------------------------
James Ratkovich & Associates, Inc.                                            20
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

Definitions

"(2) 'Market value' (2) means:

     (i) The most probable price which a property should bring in a competitive
     and open market under all conditions requisite to a fair sale, the buyer
     and seller, each acting prudently, knowledgeably and assuming the price is
     not affected by undue stimulus. Implicit in this definition is the
     consummation of a sale as of a specified date and the passing of title from
     seller to buyer under conditions whereby:

          A.   buyer and seller are typically motivated;

          B.   both parties are well informed or well advised, and each acting
               in what he considers his own best interest;

          C.   a reasonable time is allowed for exposure in the open market;

          D.   payment is made in terms of cash in US dollars or in terms of
               financial arrangements comparable thereto; and

          E.   the price represents a normal consideration for the property sold
               unaffected by special or creative financing or sales concessions
               granted by anyone associated with the sale.

     (ii) Adjustments to the comparables must be made for special or creative
     financing or sales concessions. No adjustments are necessary for those
     costs that are normally paid by sellers as a result of tradition or law in
     a market area; these cost are readily identifiable since the seller pays
     these costs in virtually all sales transactions. Special or creative
     financing adjustments can be made to the comparable property by comparisons
     to financing terms offered by a third party institution lender that is not
     already involved in the property or transaction. Any adjustment should not
     be calculated on a mechanical dollar for dollar cost of the financing or
     concession, but the dollar amount of any adjustment should approximate the
     market's reaction to the financing or concessions based on the appraiser's
     judgment."

Going Concern Value

According to the Dictionary of Real Estate Appraisal, Third Edition, going
concern value is defined as: the value created by a proven operation; considered
as a separate entity to be valued with a specific business establishment.

- ----------------------------------
(2) This definition of market value is predicated on the Uniform Standards of
Professional Appraisal Practice (USPAP) and fully complies with those
requirements mandated by the Office of Thrift Supervision (OTS), Office of the
Comptroller of Currency (OCC), Federal Deposit Insurance Corporation (FDIC),
National Credit Union Administration (NCUA), Federal Loan Bank Board (FHLBB),
and the Resolution Trust Corporation (RTC).
- ----------------------------------
James Ratkovich & Associates, Inc.                                            21
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                               [GRAPHIC OMITTED]

                                  Regional Map

- ----------------------------------
James Ratkovich & Associates, Inc.                                            22
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                                REGIONAL OVERVIEW

AREA AND REGIONAL DATA

The subject property is located in the city of Warrenton in Clatsop County.
Warrenton is located on the Pacific Ocean approximately 90 miles west of
Portland near the intersection of Highway 101 and Harbor Street in Warrenton.
The city is approximately 13 miles north of the resort community of Seaside and
3 miles south of Astoria, on Young's Bay. Warrenton is considered to be part of
the Astoria economic market. Clatsop County is approximately 873 square miles
and makes up the north western border of Oregon. It is bordered on the south by
Tillamook County, on the west by the Pacific Ocean, the north by the state of
Washington and on the east by Columbia County. The region is predominately a
resort and recreation area.

The city of Astoria is located 3 miles north of Warrenton and is the northern
and westernmost city in Oregon. Astoria, the first American city to be settled
in the west, was established as a fur trading post in 1811 and named after John
Jacob Astor. The first US Post Office west of the Rocky Mountains was also
established in Astoria in 1847. It is a city of great historical significance.
The Astoria Column, a national memorial near the mouth of the Columbia River,
the Port of Astoria, Fort Clatsop, Fort Stevens, the Lewis & Clark Expedition
Salt Carin and the Columbia River Maritime Museum are all located in Astoria.

Climate

The climate can be described as generally temperate with moderately warm, mostly
dry summers, and mild but wet winters. The maximum temperature is 49.7 degrees
Fahrenheit in January and 67.3 degrees Fahrenheit in July. The minimum
temperature is considered to be 36.6 degrees, and rarely drops below freezing.
The average annual precipitation is close to 75.92 inches, which is among the
higher levels reached in the state. Astoria is approximately 13 feet above sea
level. Cool moisture-laden Pacific air masses frequently deposit large amounts
of precipitation while crossing the coast range during the winter months. Wind
velocities generally range from 15 to 25 miles per hour along the coast,
although wind gusts have reached over 100 miles per hour. Salt in the air is a
problem for improved properties located near the coast. This problem accelerates
depreciation due to corrosion.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            23
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

REGIONAL OVERVIEW (continued)

Population

According to the State of Oregon Employment Department, June 1996, the Clatsop
County population is currently at 34,300. Astoria is the most populated city
with 1994 statistics at 10,050. The city of Seaside is the second largest with a
population of 5,655. The City of Warrenton has a population of 3,820. Warrenton
has grown slowly but steadily over the last four decades. The northern Oregon
Coastal area includes the three counties of Columbia, Clatsop and Tillamook. The
combined population of these three counties is 97,300. The percentage of people
age 65 and over is 16.2 percent for the county.

Transportation

Major highway transportation in the county is provided by US Highway 101, which
travels north and south along the coastline connecting Seattle with Los Angeles.
In Oregon, US Highway 101 connects with all the communities located on the coast
thus providing the backbone of the coastal tourist industry. Secondary highway
transportation is provided by State Highway 30 which connects Astoria with the
Portland metropolitan area and Highway 26 which connects Portland to Cannon
Beach, just south of the subject.

 The Portland International Airport is 90 miles east of Astoria. The Port of
Astoria owns the 860 acre airport. The airport has a three runway system with
Coast Guard and civilian air service, instrument landing system, tie down and
hanger facilities and two fixed base operators.

Clatsop County is bordered by the Columbia River on the north and the Pacific
Ocean on the west. The Columbia River channel is maintained by U. S. Army Corps
of Engineers; dredges to a depth of 40 feet upriver to Portland, a distance of
100 miles. There is a fleet of 36 charter boats in the Astoria-Warrenton-Hammond
area and three towboat companies. Barge transportation extends upriver to
Lewiston, Idaho. The Port of Astoria ships logs to Pacific Rim nations and has a
growing bulk cargo trade. Safe passage over the Columbia River Bar and to
Portland is provided by bar and river pilots.

Greyhound Bus has service to Seaside, Warrenton and Astoria. There is a Senior
Citizens' bus service within all cities. Pacific Transit operates between
Astoria and the Long Beach, Washington peninsula.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            24
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1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

REGIONAL OVERVIEW (continued)

Utilities

Most of the county is served by Pacific Power and Light Company. Northwest
Natural Gas company provides gas service to the area. Natural gas rates have
remained stable and basically unchanged since 1982. Water and sewer service in
incorporated areas is typically provided by the local municipalities.
Unincorporated areas may have special water districts. Sewer services for the
most part are adequate. The predominant telephone company serving the area is
the Pacific Northwest Bell Company.

Economy

The economy of Clatsop County is based primarily upon fishing, wood products,
agriculture and tourism. Fishing and fish processing has historically been a
primary sector in Clatsop County. However, the recent tightening of fishing
regulations, the effects of El Nino on Pacific Ocean water temperatures,
diminished fish stock, foreign competition, and obsolete plans and equipment has
reduced the importance of fishing and fish processing.

Tourism is the primary employment base for the region. Other employment sectors
include government, fishing and canneries, construction-mining and
manufacturing. The economic outlook for the area is positive with steady
increases in the tourism industry likely. The north coast region, and
particularly Seaside and Cannon Beach, continue to be a favorite recreation
destination for the growing Portland Metropolitan area. The Oregon coast is one
of the most popular destinations for tourists in Washington, Oregon and
California, attracting hundreds of thousands to the coastal communities
annually. In the summer, tourists are drawn to the coast because of expansive
beaches, pleasant weather, surfing, beach combing, swimming, kite flying, whale
watching, boating and fishing. In the winter months, the Oregon coast's winter
storms are considered to be spectacular.

Warrenton is favorably situated between Seaside, a popular resort destination,
and Astoria, a historical city with strong tourist draws. The area is
experiencing rapid growth in terms of the volume of tourists visiting the county
annually, and the peak season is lengthening every year. The off-peak season is
becoming stronger each year as a result of strong and effective marketing
efforts by the local Chamber of Commerce's and the State of Oregon. The
subject's good quality facilities, desirable location and high level of service
should enable it to benefit from the area's increased economic activity. One
measure of increase in tourist related activity is the average annual growth in
visitors to the Seaside Chamber of Commerce. There has been steady increases
over the last two decades. In 1991, 145,828 visitors passed through the Chamber
of Commerce. In 1995, there were 159,139 visitors. With tourism becoming more
important to Oregon's economy as a whole, the state has increased its budget for
tourist promotion outside the state.

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James Ratkovich & Associates, Inc.                                            25
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1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

REGIONAL OVERVIEW (continued)

Studies indicate a high percentage of the visitors to the Clatsop County area
come from the rest of the state, especially the major metropolitan areas in the
Willamette Valley. Local communities are sponsoring events geared at attracting
visitors.

Some of the larger employers in this tri-city area include Astoria Plywood
Corporation in Warrenton with 235 employees, Warrenton Lumber Company, 160
employees, and the Shilo Hotel in Seaside with 200 employees. There are numerous
other small manufacturers, logging companies and canneries in the area employing
between 45 and 100 people each. The unemployment rate for the North Coast is the
same as for the State of Oregon, currently 5.4% seasonally adjusted. The Oregon
seasonally adjusted unemployment rate was 5.3 percent in July 1996. This
compares to a US unemployment rate of 5.4 % for the same period.

In summary, Clatsop County, is a tourism based region on the northern Pacific
Coast of Oregon. US Highway 101 travels through the county, connecting it with
Tillamook County to the south, and the State of Washington to the North. Astoria
is the largest city in the county and is located 3 miles north of the subject
property. Tourism, due to the Pacific Coast and Highway 101, is an important
factor in the local economy, with tourist related dollars and employment both
representing a substantially higher percentage of the state total than expected
based on population. Overall, the county can be considered to be in a period of
growth with all projections upward through the 1990's.

Area and/Neighborhood Description

The Appraisal Institute defines a neighborhood as "a group of complementary land
uses"(2). A Neighborhood may be more specifically defined as "a portion of a
larger community, or an entire community, in which there is a homogeneous
grouping of inhabitants, buildings or business enterprises."(3) "...neighborhood
boundaries may consist of well defined natural or manmade barriers or they may
be more or less well defined by a distinct change in land use..."(3)

The subject property is located in the City of Warrenton at 1609 East Harbor
Drive. As stated in the regional overview, Warrenton is considered to be a part
of the Astoria economic market due to its close proximity. However, Warrenton is
an incorporated city with a full water/sewer system, city parks, community
center, convention center, public library and city planning and building
department. The city operates under the Council/Manager form of government. The
fire department is a volunteer department with 40 volunteers. The department has
a fire rating of 4, which is the lowest rating in the state for volunteer
departments. Police protection is provided by three professional agencies. The
county Sheriff's Department has its headquarters in Astoria and the Oregon State
Police have district offices in the city. Two full time municipal police
departments serve Astoria and the Warrenton-Hammond area.

- ----------------------------------
(3) The Appraisal Of Real Estate, 10th Edition, The Appraisal Institute; 1992
- ----------------------------------
James Ratkovich & Associates, Inc.                                            26
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1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

REGIONAL OVERVIEW (continued)
Area and/Neighborhood Description

The city of Warrenton sits on a peninsula with the Pacific Ocean on its western
border and Young's Bay on the eastern border. Highway 101 passes through
Warrenton and across the Bay into the town of Astoria. The Lewis and Clark River
empties into Young's Bay. The small town of Hammond is also located on this
peninsula just north of Warrenton. There are more than a dozen lakes and
recreation areas on the peninsula, including the Warrenton Mooring Basin on the
Skipanon Waterway.

Warrenton's education system is adequate, containing several pre-schools, a
Catholic grade school, a Christian Academy, 5 public elementary schools, 1
junior high and 2 high schools in the subject county area. Clatsop Community
College provides higher education in the areas of vocational, technical,
science, business and liberal arts programs. The college, located in Astoria,
has a four year bachelor's degree program in conjunction with Linfield College
of McMinnville, Oregon.

Columbia Memorial Hospital serves the greater Astoria area with 65 beds and a 24
hour professional staff. The hospital offers same day surgery, intensive care,
and alcohol/drug rehabilitation. Seaside General Hospital is a 38 bed facility
with a 6 bed intensive care unit and a 13 physician staff . This hospital is
approximately 15 miles south of Warrenton.

The City of Warrenton was recently selected as being a city eligible for
enterprise zone funding. In this classification, new developments which meet
certain criteria are eligible to receive property tax reductions with only 20%
of the total tax amount paid in year 1, 40% in year 2, 60% in year 3, 80% in
year 4, and 100% beginning in year 5. The enterprise zone covers many various
types of developments with lodging facilities currently being included within
this category. Qualifying business also receive a 30% reduction in water and
sewer rates and a 100% waver of city licenses and fees for the first three
years. The enterprise zone was obtained to stimulate development within the
city. The subject property was constructed under the enterprise zone
classification.

The 1995/96 tax rate for commercial property in Warrenton is $10.7992 per $1,000
of assessed valuation. This rate has decreased by nearly 50% in the last 5
years. This is due largely to Measure 5, a property tax rate reduction bill that
was passed statewide in 1991 and due to expire with the 96/97 tax year
assessments. There are numerous ballot measure pending in the general election
November 5, 1996 which could impact tax assessments.

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James Ratkovich & Associates, Inc.                                            27
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1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

REGIONAL OVERVIEW (continued)

Area and/Neighborhood Description

There are many recreation activities in the area including ocean fishing,
particularly for salmon and steelhead runs which are a nationally famous event,
hunting, claming, swimming, tennis, hiking, and many others. A YMCA is available
in the area as well as other athletic clubs.

As stated in the regional overview, Astoria is visited due to its history which
includes Lewis and Clark reaching the terminus of their expedition and finding
the Pacific Ocean, Fort Stevens State Park, and many other attractions.

Fort Stevens State park, in nearby Hammond, was built over one hundred years ago
during the Civil War. It was used as a protective fort for Union soldiers.
During World War II it was used by the National Guard to protect the mouth of
the Columbia River.

Fort Clatsop National Memorial was built by Lewis and Clark during the winter of
1805. The existing facility is a replica of the original fort and grounds. It is
administered by the National Park Service and offers many cultural programs to
visitors.

Columbia River Maritime Museum is located in Astoria and provides numerous
artifacts from river commerce, including the Columbia lightship, the last Coast
Guard lightship to serve on the Pacific Coast. Other attractions include the
Flavel House, the Astoria Column, and the Heritage Center Museum. Many visitors,
who responded to a lengthy consumer survey prepared by the Astoria Chamber of
Commerce, indicated that a primary reason for visiting the locale was due to its
historical nature and the many historical facilities offered.

The subject property is located at 1609 East Harbor Drive, Warrenton, near the
intersection of Highway 101 and Harbor Drive. This area of the city has been
developed with a wide variety of commercial uses. The area is considered to be
the primary commercial district in the city and one of the busiest on the north
Oregon Coast.

Harbor Drive is a main thoroughfare running east and west through Warrenton. It
connects with Highway 101 at the subject site and the Fort Stevens Highway
approximately one mile west of the subject. Access to the property is from
Harbor Drive. Highway 101 is the major transportation artery running north-south
along the Pacific Ocean.

Directly east of the subject is a small shopping center containing a Coast to
Coast store, Radio Shack and several small businesses and offices. Just
northeast of the property is the Premarq shopping center utilized by a Video
Warehouse, Norwest Financial, a liquor store, Columbia Fitness, Pacific Wave
Sailboards and a dental office. Across the street, south of the subject, is a
Denny's Restaurant and Young's Bay Plaza which has a Payless Drugstore, Pizza
Hut, Lamont's clothing store and a few smaller businesses. South of Marlin
Street, on Highway 101 is Fred Meyer's and a Costco. Immediately west of the
property is vacant land and an inlet slough from Young's Bay Harbor. Young's Bay
Harbor is visible from the upper floors of the Shilo Inn.

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James Ratkovich & Associates, Inc.                                            28
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1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

REGIONAL OVERVIEW (continued)
Area and/Neighborhood Description

The subject neighborhood is well located in terms of access to local shopping,
restaurants and other support facilities. It is noted that there are some large
portions of vacant land available for development. This is considered to be a
positive factor which will tend to stabilize and strengthen the neighborhood. It
is estimated that the growth of this neighborhood will also result in the
development of various required commercial service facilities, such as overnight
accommodations, restaurants and similar uses. The designation as an enterprise
zone, has stimulated substantial investment in the city including one of the
largest Fred Meyer stores ever constructed, the Shilo Inn motel and restaurant,
a new 80,000 square foot retail center and plans for the marina and airport
expansion.

There are no adverse influences noted. The subject property is located within a
prime commercial district of Warrenton along the Young' Bay Harbor. This
neighborhood can be expected to provide a stable environment for most types of
real estate. The subject area will continue to be dependent upon tourism in the
foreseeable future.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            29
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1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                               [GRAPHIC OMITTED]

                                Neighborhood Map

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James Ratkovich & Associates, Inc.                                            30
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1609 East Harbor Drive, Warrenton, OR
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                             Hotel Industry Overview

Shilo Inns Company is in the competitive limited-service hotel market. According
to Trends in the Hotel Industry, 1996, this segment of the lodging industry saw
a proliferation of new properties in the mid-1980s. It was seen as a favorable
segment with guest rooms that are frequently superior to full-service hotel
rooms at one-half to two-thirds the rate. For hotel managers the properties are
simple to operate and for ownership and lenders, they provide higher profit
margins and lower risk. The limited service hotel segment appears to have
matured and is lagging the industry as a whole but have still achieved in 1995
an aggregate occupancy of 70 percent and average room rates increased 5.9
percent and 41.8 percent average operating profit. Its market demand is reported
at 51.4 percent tourist and 45.8 percent business with the balance allocated to
conventions and conferences.

Shilo Inns typically provides an example of a good limited service hotel
property. Their hotels typically have clean and modern properties with good
access, exposure and on-site parking. The interiors typically contain a
comfortable lobby with check-in counter, one or more meeting rooms, fitness
center, swimming pool, spa, as well as satellite TV, airport shuttle service and
free daily newspapers. Major competitors to the Shilo Inn chain in its market
place include Holiday Inn Express, Comfort Suites, Phoenix Inns, Radisson,
Ramada and some Best Western franchises. The Residence Inns and Marriott
Courtyards cater to a higher priced market sector and are above the subject
segment.

The national limited-service hotel market is experiencing steady growth after
several years of sluggish economic conditions. Overall, market conditions are
continuing to improve, occupancies are higher, concessions are decreasing, and
revenues are beginning to rise. Gross Domestic Product, often an indicator of
travel patterns, is projected to grow at 2.5 percent to 3.0 percent in 1996.
Hotel occupancy for the nation is expected to rise to 71.2 percent, while the
average daily rate is anticipated to grow to $88.10. In general, modest but
stable growth and little inflation are likely to characterize the regional
economy in 1996 and 1997. The following table shows a summary of the US Lodging
Industry's 1995 Regional Performance:

- --------------------------------------------------------------------------------
                              Occupancy                     Average Daily Rate
- --------------------------------------------------------------------------------
                     1995       1994    Variance     1995     1994     Variance
                     ----       ----    --------     ----     ----     --------
                    

    New England      74.3%t    72.0%     3.2%      $131.90   $125.23      5.3%
    Mid Atlantic
   North Central     69.6%     68.6%t    1.3%        82.59     79.41      4.0%
   South Atlantic    70.1%     68.2%t    2.8%        80.51     77.88      3.4%
   South Central     68.7%     67.7%t    1.5%        68.39     65.61      4.2%
 Mountain/ Pacific   71.4%     70.1%     1.7%        87.69     83.70      4.8%
     Nationwide      70.6%     69.2%     2.0%      $ 85.92   $ 82.21      4.5%
- --------------------------------------------------------------------------------

Note: Average property size = 210 rooms                 Source: PKF Consulting

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James Ratkovich & Associates, Inc.                                            31
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1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

Hotel Industry Overview (continued)

Investors are seeking limited-service hotels with upside potential in many
regions of the country, including the Mountain and Pacific Regions, which
encompasses the states west of the Continental Divide. 1996 and 1997 are
forecast to have an annual average demand growth rate of 3.6 percent to 3.8
percent and RevPAR (room revenue per available room) growth of 5.2 percent to
7.3 percent according to the April 1995 issue of Coopers & Lybrand's Hospitality
Directions. Further, this region outstripped the rest of the country in Rooms
Demand with a 3.7 percent average percent change and a modest supply increase of
only 1.6 percent as shown in the table below.

     --------------------------------------------------------------------
                                      Rooms Demand      Rooms Supply       
                                     Average percent   Averge percent 
                                         Change             Change
     --------------------------------------------------------------------
       New England                        2.5%               1.2%
       South/Middle Atlantic              3.1%               1.4%
       East South/North Central           3.4%               1.6%
       WestSouth/North Central            3.2%               1.3%
       Mountain                           3.7%               1.6%
       Pacific                            2.8%               2.8%
     --------------------------------------------------------------------
   
Investors cite improving operating results, a limited new full-service supply,
and the relative scarcity of new development financing as influencing factors
underlying the strong interest in this segment. In fact, many investors have
stated that full-service hotels are considered the best hotel investment
opportunity for 1996. In late 1995, investors were purchasing limited-service
hotels at 70 percent of replacement cost; however, the inventory of quality
full-service hotels is dwindling and competition is increasing. One of the more
desirable acquisition targets is re-flagging a property in a major hotel chain
that commands immediate brand name recognition and offers strong reservation and
marketing systems.

New construction activity is expected to surge as investors target secondary and
tertiary locations where an aging room supply exists and many operators are
unwilling or unable to invest in room modernization. New construction between
1995 and 1997 is expected to be 40 percent higher than 1990 to 1993. Supply
growth will edge up approximately 1.5 percent in 1996 and 1997, but is still
below the 2.4 percent average growth rate that prevailed in the 1970s.

Renovation costs are a significant consideration in hotel investors'
determination of price/value and return requirements. The majority of market
participants anticipate that soft goods refurbishment be completed every five to
seven years and a total refurbishment be completed every 10 years. In factoring
these costs into price/value, investors typically attempt to discount them from
the price/value; however, they are not always successful. An investor who
intends to purchase a property, upgrade and reposition it will forecast higher
renovation and property improvement costs than one who is not seeking to
"reflag" the property. Thus, the first investor of an older property has less
room for negotiation.

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James Ratkovich & Associates, Inc.                                            32
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1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

Hotel Industry Overview (continued)

Investors continue to base pricing on historical 12-months cash flow and are
less willing to pay for any upside potential. Nearly 58 percent of participants
in a recent Coopers & Lybrand's poll reported that they capitalize their prior
12 months income.

Investors also prefer fee simple purchases to ground leases; however, in high
density locations such as the central business district or airport areas, ground
leases are generally in-place. Almost all investors look at the potential of
buying out the lease or renegotiating the terms. Leases tend to be calculated on
either a fixed payment or a percentage of revenue basis, with investors shying
away from percentage payments.

The following table shows a summary of major hotel transactions. The survey was
conducted by Hospitality Associates and covers the years 1991 to 1995. There is
a clear trend showing both increased activity and prices paid since 1992 when,
many believe, the market bottomed out for hotel sales.

     ----------------------------------------------------------------------
        Year        Number of         Number of      Average Price Per Room
                   Transactions         Rooms
     ----------------------------------------------------------------------
        1995           107              38,135              $83,000
        1994            83              30,452               76,000
        1993            40              15,825               74,000
        1992            41              17,219               63,000
        1991            52              15,806               87,000
     ----------------------------------------------------------------------

While financing has been constrained in past years, debt financing sources have
begun to ease credit terms and Wall Street firms and institutional money sources
are targeting hotel investments. Lenders who are active in hotel debt financing
include insurance companies, banking institutions, and finance/credit companies
such as Finova Capital Corporation, Heller Financial, and GE Capital
Corporation. Publicly traded companies such as Host Marriott, Prime Motor Inns,
and Felcor Suite Hotels are aggressively pursuing acquisitions. Many lenders are
offering secondary financing above 80 percent loan to value ratios. REITs are
becoming aggressive in purchasing hotels. This is especially true of Patriot
American Hospitality, Inc., the largest REIT, which filed an initial public
offering (IPO) with the SEC in late September 1995 and raised more than $350
million.

As a result of increased financing availability, investors have benefited by
more favorable long-term financing. For instance, the first quarter 1995,
American Council of Life Insurance Companies` (ACLI) average interest rate was
9.41 percent. Typically loans are indexed to the prime rate, treasury rate or
LIBOR. The range of loan amortization is from 15 to 25 years with 20 years being
average. A typical loan-to-value ratio is 50 percent to 75 percent with the
average reported at 63 percent. Debt-coverage-ratios have ranged between 1.25
percent to 1.50 percent with 1.40 percent being average.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            33
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1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

Hotel Industry Overview (continued)

Full-service hotels are considered most vulnerable to new competition,
particularly from newly built, limited-service chain hotels. In addition, they
suffer from operating deficiencies, including high property operation and
maintenance costs, utility expenses, and upgrading, which erode profitability.
Because it is likely that new construction funds will increase the competitive
supply of both limited and full service hotel rooms by late 1996 and 1997,
owners of older properties are advised to reinvest in the physical plant to
cement guest loyalty. Owners are now beginning to realize that historical
reserve funding levels, typically between 3 percent to 4 percent of total
revenues, are insufficient to fund necessary capital improvements over the life
of a property. Actual capital expenditures for well-maintained properties often
exceed 7 percent of total revenue.

Job growth, the most important indicator of sustained demand for real estate,
continues to substantially trail general economic growth. In fact, many are
calling our current economy a "jobless recovery." No immediate acceleration is
anticipated, due to factors such as improved productivity in many industries and
overall caution on the part of employers.

As stated, it is likely that additional sources of capital will provide
opportunities. Further, many market participants believe that rising inflation
with have a positive net effect on earnings as room revenue is expected to
out-strip increases in operating costs. Trade agreements such as GATT should
have a positive effect on the hotel industry, and the advent of low-cost
airlines will promote more travel and higher occupancies.

New ideas, especially new ideas in technology, continue to be one of the
industries in which the US is remaining competitive in global markets. As the US
achieves a higher level of technology, the hospitality industry has the
opportunity to implement this technology in areas where guests need it most:
checking into the hotel, and communications. Adopting new technology is an
opportunity for hotels to remain competitive and maintain and expand their
customer base. For instance, AT&T's telecommunication package, "Guest Works,"
improves call-processing, accounting and provides specialized voice messaging
through a server.

Selling expenses typically range from 2.5 percent to 5.0 percent of the total
purchase price. According to a national hotel/motel brokerage firm located in
Southern California, the marketing period for limited-service hotels ranges from
3.0 to 12.0 months with an average of 9.0 months. An average 90-day closing
period is typical (from the time a hotel is put under contract to closing).

The early 1990s have been cruel to the hospitality industry, but Shilo Inns has
gone against the grain.4 Big national chains have been fighting to keep troubled
properties. Many retreated from hotel ownership to seek a relatively safe haven
as hotel management companies. Small independent operators, seeking security in
numbers, flocked to join national franchises.

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James Ratkovich & Associates, Inc.                                            34
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1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

Hotel Industry Overview (continued)

The Shilo Inn capitalized on its regional identity and superior reputation to
make gains in its market areas. Mr. Mark Hemstreet, the owner and head of this
privately held company was quoted saying, "I'll take consistent management and a
good product any day over a good location. If guests are greeted with friendly
service and nice clean rooms, they'll come back to Shilo again and again." With
46 hotels and motels, Shilo has become a formidable chain in the West, owned by
just one person making it the 102nd largest lodging company in the world. The
company has about 2,000 employees in nine Western states. Shilo's "affordable
excellence" promotion strategy appears to have been successful in retaining its
core customer base. Shilo's size enables the company to not only get economies
of scale enabling its successful advertising and referral network, but also it
eliminates the need to associate with a costly franchise.

Mr. Hemstreet's willingness to invest in what may be considered secondary
locations goes against the trend of national operators. This provided Shilo Inns
with a competitive advantage, bringing them to maturing markets ahead of the
competition and providing a regional network of lodging facilities to service
their loyal guest base. They appeal to business travelers and tourists alike.
Further, Shilo Inns has continued to invest in renovation and upgrade of older
properties and has superior maintenance and replacements programs. Shilo Inns
has an effective company credo: to deliver consistently high standards from
friendly, efficient, and dedicated employees; and to provide clean, comfortable
and affordable accommodations.(5)

In general, we can conclude that the hotel industry is experiencing the best
growth since the trough of 1992. Increases in occupancies, average daily room
rates, and profitability has been reported throughout the industry in all market
segments. The following chart and accompanying table shows five key indications:

o    Average Daily Rate Change Rate

o    Operating Expense Change Rate

o    Free & Clear Equity Capitalization Rate

o    Residual Capitalization Rate

o    Free & Clear Equity Internal Rate of Return

- ----------------------------------
(5) "Oregon Business," October, 1993, Vol. 10, p. 32.
- ----------------------------------
James Ratkovich & Associates, Inc.                                            35
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1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

Hotel Industry Overview (continued)

[GRAPHIC OMITTED]

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
          4th Otr, '93  1st Qtr, '94  2nd Qtr, '94  3rd Qtr, '94  4th Qtr, '94  1st Qtr, '95  2nd Qtr, '95 3rd Qtr,'95  4th Qtr, '95
- ------------------------------------------------------------------------------------------------------------------------------------
<S>           <C>          <C>          <C>            <C>            <C>           <C>         <C>           <C>          <C>   
ADR Chan      0.0278       0.0329       0.0315         0.0322         0.035         0.037       0.0383        0.0391       0.0417 
- ------------------------------------------------------------------------------------------------------------------------------------
OP. Exp. C    0.0344       0.0363       0.0354         0.0336        0.0355        0.0352       0.0345        0.0351       0.0348
- ------------------------------------------------------------------------------------------------------------------------------------
Equity Cap    0.1143       0.1148        0.115         0.1127        0.0992        0.1073       0.1088         0.109       0.0165
- ------------------------------------------------------------------------------------------------------------------------------------
Residual C    0.1189       0.1148        0.115          0.114        0.1014        0.1086       0.1088        0.1078       0.1067
- ------------------------------------------------------------------------------------------------------------------------------------
Equity IRR    0.1505       0.1533        0.155         0.1575        0.1567        0.1523       0.1475        0.1498       0.1505
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
o    Average Daily Rate Change Rate

This rate expresses the percentage change in the Average Daily Room Rate. Like
the capitalization rate change, there is a clear trend expressed by the ADRs. In
this case, the trend shows a steady increase in rates. Every quarter since the
2nd Quarter, 1994 has shown incremental increases with an average quarterly
increase of 3.64 percent.

o    Operating Expense Change Rate

Operating Expenses as a percent of revenues have stayed relatively flat or
stable at about 3.5 percent. This indicates that there are economies of scale in
larger revenues since operating expenses can be limited to a stable proportion
of revenues.

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James Ratkovich & Associates, Inc.                                            36
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1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

Hotel Industry Overview (continued)

o    Free & Clear Equity Capitalization Rate

In contrast to the stability of the IRR, the Equity Capitalization rate (i.e.,
overall rate) is showing evidence of decline. A declining capitalization rate
indicates that investors are willing to accept a lower return from their
investment. It has been shown in the above narrative that sales have been
increasing. More purchasers in the market-place means more competition for a
finite supply, thus prices are increasing and investors must be willing to
accept a lesser capitalization rate. This type of trend encourages new
construction which, depending upon the extent of the construction, may stabilize
or even reverse the capitalization rate trend. It is not a given, however, that
occupancies and room rates will continue to increase. Based on available
information, it appears that the favorable trend will continue into 1997 and,
perhaps, beyond.

o    Residual Capitalization Rate

As would be expected, residual capitalization rates have declined consistent
with equity (or overall) capitalization rates

Summary

A dramatic strengthening of industry profits may be expected for 1996 and 1997
given the Coopers & Lybrand forecast. Major contributing factors include healthy
revenue expansion, modest increases in major expenses, continued productivity
gains, and below-average supply growth. Profits per available room are projected
to rise to $2,900 in 1996, and $3,500 in 1997.

There is a significant need to maintain and modernize older full-service hotels.
Shilo Inns has made a commitment to maintaining high-quality, attractive hotels.
Shilo has taken a "saturation" approach to expansion by locating throughout the
Pacific Northwest. Although not a franchise, the Shilo Inns name is recognizable
and has a loyal following. The Shilo Inn name is certainly beneficial in this
region and probably largely responsible for the success of the
off-the-beaten-path locations. Because Shilo is privately owned and Mark S.
Hemstreet is truly an industry insider, it is likely that Shilo Inns are better
managed due to his oversight.

Overall economic trends are positive in the Pacific Northwest and surrounding
regions. This is contributing to the growth in the lodging industry and these
trends appear to be sustainable through the few years. New additions of supply
are expected to provide stiff competition to existing properties and much of
this is coming from Holiday Inn Express and some Comfort Suites. However, Shilo
Inns typically have one of the best locations in its local market areas and with
their efficient management and continuos maintenance programs they should be
able to maintain their market share, if not increase it at he expense of less
competitive properties. Clearly, the trend in the limited service lodging
industry continues to be towards "suite" properties. Shilo Inns has many such
properties and generally provide good size rooms with market desired amenities
at an affordable price. Given the positive economic trends in the many of the
markets Shilo Inns is located, central reservation system, large guest following
and solid management structure with efficiencies in purchasing and marketing it
is reasonable to conclude that the Shilo Inns will continue to be a successful
chain with a positive outlook for the foreseeable future.

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James Ratkovich & Associates, Inc.                                            37
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                                SITE DESCRIPTION

As shown on the plat map to follow, the subject site is a rectangular shaped
assemblage of lots, located on the west side of East Harbor Drive between
Pacific Avenue and US Highway 101. The land area, according to the Clatsop
County Assessor's office, is 50,094 square feet, or 1.15 acres. The subject site
plan indicates a net site area of 49,601 square feet. The site has approximately
193 lineal feet of frontage on Harbor Drive.. It does not have direct access
onto Highway 101, but does have direct access onto Harbor Drive. The site is
near the intersection of Highway 101 and Harbor Drive.

Visibility and Access

The subject site has good visibility from Harbor Drive. There is excellent
exposure to southbound and northbound travelers on Highway 101. The structure is
four stories in height, which increases its visibility. Highway 101 is a primary
arterial connecting California with the Canadian border. The traffic levels are
high, especially in the summer season. The numerous Shilo Inns along Highway
101, and the Western United States, have generated demand and customer
familiarity with the subject.

There is approximately 193 lineal feet of frontage along Harbor Drive and 257
lineal feet of frontage along Pacific Avenue (the north portion presently
unimproved) which forms the western property boundary. There is no direct
frontage onto Highway 101.

The accessibility of the site is considered to be good. Access to the property
is obtained by turning west off Highway 101 unto Harbor Drive. Access is also
obtained from Pacific Avenue directly into the facility.

The intersection of Highway 101 and Harbor Drive is the busiest in the City of
Warrenton and is one of the busiest in the entire north coast regions of the
state. This is due to the number of retail developments in the area which
generate significant traffic levels as well as other new properties such as the
Fred Meyer store and Premarq Plaza.

The subject property is considered to have good accessibility from routes
leading to the area. The site is in one of the most commercially demanded areas
of the entire Oregon north due to its exposure and the enterprise zoning
designation attributed to the city.

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James Ratkovich & Associates, Inc.                                            38
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

SITE DESCRIPTION (continued)

Off-Site Improvements

East Harbor Drive is an east/west collector street with a 50 foot right-of-way.
It is improved with one lane of traffic in each direction. It is a city
maintained collector road constructed with asphaltic surface and approach
aprons. Overhead street lighting is maintained by the city of Warrenton. Highway
101 is a major highway with two lanes of traffic in each direction and a center
turn lane. The Harbor Drive and Highway 101 intersection is controlled by a
traffic signal. Pacific Avenue is a primary entry point into the subject site.
This is a fully improved street with a 50 foot right-of-way. Pacific Avenue runs
north from E. Harbor Drive approximately 50 feet. The right-of-way traverses
around the west side of the motel, then turns east, passes along the north side
of the existing retail center, and connects into the adjacent retail center from
Highway 101. However, this portion of the right-of-way is not constructed at
this time.

Topography, Drainage and Flood Hazard

The subject site is level and at street grade. Due to the proximity of Young's
Bay, most of the area is within the confines of an identified flood plain. The
subject improvements have been constructed above the flood elevation. The
subject site is located within a A1 flood zone according to FIRM Map 410033 0001
B dated May 15, 1978. The flood elevation is indicated to be 6 feet above sea
level.

Zoning

The subject site is zoned C-2, (General Commercial) by the City of Warrenton.
The zoning permits motel and restaurant use. Based on a review of the applicable
codes, the subject motel appears to conform to current code requirements.

Traffic

There is a considerable amount of local commercial traffic being generated
within the subject area which is typical since it is one of the principal
commercial areas in the city. The traffic levels near the subject are adequate
and not so high so that traffic becomes a problem for guests attempting ingress
or egress to the property. The Oregon Department of Transportation indicates
that traffic volumes have been increasing at an annual rate of 5% with current
levels near the subject approximating 15,000 vehicles per day.

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James Ratkovich & Associates, Inc.                                            39
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

SITE DESCRIPTION (continued)

Soils

No soils report was provided to the appraisers. We have inspected the building
interior corridors, ground floor slab areas, parking lots, and surrounding
parcels for evidence of subsidence, heaving or separation cracking. None of
these effects was evident from our inspections. Therefore, it is assumed that
the subject soils and subsoils have adequate load-bearing capacity to support
the existing improvements, although this opinion is in no way to be construed as
having the weight of a professional engineer's opinion. Such matters are clearly
beyond the expertise of the appraiser to determine and beyond the scope of this
appraisal assignment. If a conclusive opinion is required, the services of a
properly licensed professional engineer should be retained.

Environmental Hazards

No Level I environmental analysis was provided to the appraisers. We have
inspected the building interior corridors, ground floor slab areas, parking
lots, and surrounding parcels for evidence of the presence of potential
environmental hazards. No suspicious containers, drums, discarded materials,
stressed vegetation, surface soil discoloration or evidence of seepage was found
by us. Therefore, it is assumed that the subject is not adversely impacted by
the presence of these hazards, although this opinion is in no way to be
construed as having the weight of a professional engineer's opinion. Such
matters are clearly beyond the expertise of the appraiser to determine and
beyond the scope of this appraisal assignment. If a conclusive opinion is
required the services of a properly licensed professional engineer should be
retained.

Seismicity

The subject site is NOT LOCATED within a Seismic Special Study Zone. The 1994
Uniform Building Code (UBC) identifies the region as a Zone 2B risk area, which
is characterized as having low to moderate seismicity and moderate seismic
engineering requirements.

Utilities

All utilities necessary for the operation of the hotel are in place and are
presumed to be of adequate capacity. Water, sewer, and storm drain services are
provided by the City of Warrenton. Electrical service is provided by Pacific
Power & Light. Natural gas is supplied by Northwest Natural Gas. Telephone
service is provided by US West Communications.

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James Ratkovich & Associates, Inc.                                            40
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

SITE DESCRIPTION (continued)

Easements, Restrictions, CC&Rs, Adverse Encumbrances

The property is subject to municipal easements to allow normal installation and
maintenance of utilities. There are also rights of the public and governmental
bodies in that portion of the property lying below the (mean) high water mark of
the Pacific Ocean and the ownership of the State of Oregon in that portion lying
below the high water mark. There is also a reservation for the rights of the
public and the State of Oregon in the ocean shore and dry sands area. We are
aware of no easements or covenants which would adversely affect the value of the
property in its current use.

Assessment and Taxes

Taxes are based on annual assessments set by the county assessor. The following
is the 1995/96 assessed values and taxes.

 ==============================================================================
        APN       Land      Imprvmnts      Total        Taxes        Tax Rate
 ==============================================================================

  72549A        $263,000   $1,908,600    $2,171,600    $23,451.,54    1.0799%

 ==============================================================================

Taxes are based on annual assessments set by the county assessor. The tax rate
throughout all counties of Oregon has decreased over the past five years as a
result of Measure 5. The result of this initiative has been generally stable to
slightly lower taxes. However, this tax year is the final mandated reduction of
tax rates. It is likely that taxes will remain stable, or increase slightly,
based upon voter-approved increases in the bonded indebtedness of the county.
The 1996/97 tax rate has not been set as of the date of this report.

Conclusion

After careful consideration of the foregoing factors, the appraiser believes
that the subject site is well adapted to its current use as a motel and
restaurant site. The subject site is developed with the Shilo Inn mini-suites
motel and the Shilo Restaurant. There is no excess land available for future
expansion on the subject premises. The site has been developed in an efficient
manner and shows no signs of functional obsolescence. We further conclude that
it is located within the general path of growth for the city and well located at
the intersection of Highway 101 and East Harbor Drive. There is good access and
visibility and the subject conforms to zoning regulations.

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James Ratkovich & Associates, Inc.                                            41
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                               [GRAPHIC OMITTED]

                                    PLAT MAP

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James Ratkovich & Associates, Inc.                                            42
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1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                             IMPROVEMENT DESCRIPTION

Structures

The subject improvements consist of one four-story good quality, Class D, double
wall constructed hotel building containing a total area of approximately 35,530
square feet. The hotel contains 62 rooms, registration and lobby area, indoor
swimming pool, spa, steam room, sauna and exercise room as well as meeting room.
The hospitality area is designed for small meetings accommodating up to 80
people, as well as serving guests a continental breakfast.

There is a free-standing restaurant containing a total of 4,500 square feet. The
dining area has a capacity of 110 seats with the lounge capacity of 36 seats.
The entire complex is constructed on a site which is level. Ocean and bay views
are available from the upper floors. The adjacent restaurant houses a
full-service kitchen as well as a lounge.

Parking is provided by a surface-level asphalt paved and striped lot located
adjacent to the hotel and restaurant structures. Off-street parking is adequate.
The subject property has good access and benefits from adjacent commercial
development to the east. As noted in the previous sections of this report, there
are commercial retail and office uses located in several buildings with ample
off-street parking. The subject property can be accessed through common
driveways and parking lots.

Guest Rooms

The average guest room contains approximately between 269 and 375 square feet.
The overall average net room area is 370 square feet. The following in a
breakdown of room types:

                  ROOM TYPE                            # OF ROOMS
                  ---------                            ----------
                  Double Queen                         24
                  Single King                          24
                  Double Queen/Kitchen                  4
                  Single King/Kitchen                   4
                  Single King/Handicap                  3
                  Single Queen                          3
                                                       --
                  Total Rooms:                         62

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James Ratkovich & Associates, Inc.                                            43
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

IMPROVEMENT DESCRIPTION (continued)

The interior finish includes a carpet and pad floor cover in guest room living
areas, corridors, restaurant dining area, meeting room, and office areas.
Kitchen and bathroom areas have a vinyl floor cover. Pool areas have a ceramic
tile floor cover. Interior partitions are of wood frame and gypsum board
construction. The wall finish consists of either vinyl wallpaper or textured and
painted drywall. Ceilings are of gypsum board, textured and painted.

The typical guest room is furnished with a table with two chairs, dressers,
lamps, nightstands, television set, couch, easy-chair and queen or king sized
beds. In addition, each unit has a microwave oven, refrigerator and wet bar.
Standard Shilo amenities include hair dryers and coffee makers.

Public Areas

The restaurant building, is a one-story, wood frame structure, with 4,500 square
feet of area. The dining area will seat 110 persons and the lounge area will
seat 35 people. It was built at the same time as the hotel and is of comparable
good quality and condition. There is a full-service kitchen with walk-in cooler
and storage areas.

The hotel building has a central entrance lobby with registration desk and guest
beverage bar. Adjacent to this area is the enclosed swimming pool, spa and
exercise room area. This area has a steam room, sauna and rest room facilities.
The central laundry room is located on the main floor of the hotel. Overall
quality and condition is good.

Service areas of the hotel include a maintenance and laundry room, an equipment
room for each pool, storage rooms in each building, and several maid's storage
areas.

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James Ratkovich & Associates, Inc.                                            44
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

IMPROVEMENT DESCRIPTION (continued)

Gross Building Area:

- -------------------------------------------------------------------------
                                                           Combined
Area Description              Gross SF                     Gross SF
- -------------------------------------------------------------------------
Ground Floor (Lobby)            10,885                      10,885
First Floor                      8,215                       8,215
Second Floor                     8,215                       8,215
Third Floor                      8,215                       8,215
                                ------                      ------
Subtotal Floor Area             35,530               Total: 35,530

- ------------------------------------------------------------------------
Common Area Facilities - Ground Floor Main Building
- ------------------------------------------------------------------------
  Hospitality Room             1,125
  Pool/Spa Area                1,279
  Lobby Area                     857
  Restaurant                   4,500

Average Room Size:             370 net square feet

No of Stories:                 Four including Ground Floor

Parking:                       There are a total of 50 parking spaces           
                               provided on-site with an additional 53 spaces    
                               provided in adjacent cross-parking easements.    
                               Total parking space provided is indicated to     
                               be 103, indicating a parking ratio of 1.66       
                               per room                                         
                               
Year Built:                    1990

Foundation:                    Steel forced concrete spread footings,  
                               elevated slab on grade.                 
                               
Floor Structure:               Light-weight concrete over corrugated metal   
                               decking. Finish flooring consists of good    
                               quality carpeting, tile and vinyl            
                                
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James Ratkovich & Associates, Inc.                                            45
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

IMPROVEMENT DESCRIPTION (Continued)

Exterior Walls:                Class D, double wall wood frame construction.   
                               Exteriors of vinyl siding over plywood         
                               sheathing and Tyvek. Interior construction of  
                               5/8" GWB over insulating batts. Wall           
                               insulation to R-19 specification.              
                               
Roof Structure:                Prefabricated TJI roof trusses set at 24" on
                               center; 5/8" CDX plywood sheathing over     
                               trusses; composition roofing with sealed    
                               joints; interior draining scuppers and      
                               downspouts. Parapet walls constructed of    
                               2"x4" and 2"x6" wood frame finished with    
                               vinyl vertical siding. Mansard overhangs    
                               finished in concrete roof tile.             
                               
Window/sash/door:              Double glazed, low E rated windows in bronze    
                               anodized aluminum frames; all opening windows   
                               fitted with screens. Bronze anodized aluminum   
                               frame double door storefront at lobby           
                               entrance; all exterior doors of bronze          
                               anodized aluminum with fire safety break away   
                               bars.                                           
                               
Interior  Walls:               2"x4" wood frame partitions, 16" or 24" on      
                               center with textured and painted 5/8" GWB   
                               (one hour rating); sound attenuating        
                               insulation with R-11 batts.                 
                               
Interior Finish:               Floor coverings in all suites hotel grade      
                               carpet; floor coverings in lobby of carpet     
                               and ceramic tile at service desk areas; floor  
                               cover in pool area of steel reinforced poured  
                               in place concrete; floor cover in restrooms    
                               of vinyl tile; incandescent and fluorescent    
                               lighting, suspended decorative lighting in     
                               lobby.                                         
                               
Lobby:                         Ceramic tile and carpet floor covering guest    
                               seating, beverage bar, front desk/service       
                               counter accented by high ceiling and            
                               decorative lighting.                            
                               
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James Ratkovich & Associates, Inc.                                            46
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

IMPROVEMENT DESCRIPTION (continued)

Guest Rooms:                   Painted and papered drywall walls and       
                               ceilings; carpet in guest rooms and ceramic 
                               tile floor cover in bathroom, sliding       
                               aluminum frame windows; kitchenette units   
                               with under-counter refrigerators and        
                               microwave ovens; televisions, furniture     
                               draperies etc.                              
                              
Elevators:                     One hydraulic passenger elevators, 4 stops 
                               located in the central portion of the hotel
                               building.                                  
                               
Stairwells:                    Two interior stairwells at either end of the 
                               hotel building.

HVAC/Climate Control:          Individual wall mounted package HVAC units  
                               with temperature control modules in each    
                               guest suite. Central HVAC system with       
                               multi-zone control system for common areas  
                               and lobby.                                  
                                                                               
Electrical:                    Electrical system design engineered to          
                               specific hotel electrical loads; 3 phase,
                               4-wire multi-paneled power busses.       
                               
Plumbing:                      Each guest suite includes a tub with shower     
                               and toilet in separate room contiguous to    
                               dressing room. Small vanity with lavatory    
                               sink and wall mounted/surface lighted mirrors
                               and ventilator exhaust fans. Wet bar sinks   
                               included in all units.                       
                               
Fire Protection:               Fully sprinklered throughout, smoke detectors   
                               throughout, fire alarm with hard wire           
                               activation system and direct connection to      
                               local fire department; auxiliary emergency      
                               exit lighting, emergency auxiliary generator.   
                               
Furniture Fixtures             Guest suites include either single king bed   
 & Equipment:                  or double queen beds; color televisions with  
                               remote controls; carpet, draperies; light     
                               fixtures and lamps; combination desk/dresser  
                               units; luggage rack; 36" parlor table with 2  
                               upholstered wood chairs; night stand,         
                               microwave oven and refrigerator; multiple     
                               phone jacks. FF&E appears to be of above      
                               average quality with no functional            
                               obsolescence attributable to quality, layout  
                               or design.                                    
                               
- ----------------------------------
James Ratkovich & Associates, Inc.                                            47
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

IMPROVEMENT DESCRIPTION (Continued)

Modified                       Guest Suite: All Shilo Inn Guest suites are     
                               single room units with most or many of the    
                               amenities typically associated with a true 2+ 
                               room suites. Partition walls are utilized in  
                               King suites to create bedroom separation.     
                               
Site Improvements:

The site improvements include asphalt paved and striped parking areas (103
standard striped stalls); landscaping is well maintained and incorporates native
species, covered drive-through registration canopy at main entrance, exterior
building lighting, parking lot lighting and accent lighting.

Depreciation

The actual age of the improvements is approximately six years. They are well
maintained and appear to have an effective age overall of approximately five
years. As we noted previously, they are in good condition for facilities of
their age and quality. According to building industry sources, the expected life
of similar improvements is 50 years. Depreciation analysis in the Cost Approach
will reflect the effective age.

Functional Features and Concluding Remarks

Overall the improvements are in good to very good condition and show care of
maintenance. They are well designed, functional in their layout and provide good
utility and guest appeal. Nothing in our inspections suggests either the
presence of elements of functional obsolescence or deferred maintenance.

Furniture, Fixtures & Equipment

The guest rooms are furnished with typical modern furnishings which include
either a single king-sized bed or two double queen beds, side tables, desk,
dresser, chairs, table, draperies, night stands, color television with remote,
video players, microwaves, mini-refrigerators, lamps, couch, clock radio and
three telephones. Also the single kings contain a sleeper sofa. FF&E includes
all the furnishings, linens and supplies, cleaning and house keeping equipment,
business office and front desk equipment, furnishings and related personal
items. We have estimated these personal property items at a depreciated
replacement value of $3,500 per room, or $217,000.

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James Ratkovich & Associates, Inc.                                            48
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                                [GRAPHIC OMITTED]

                                    Site Plan

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James Ratkovich & Associates, Inc.                                            49
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1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                                [GRAPHIC OMITTED]

                                   Floor Plan

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James Ratkovich & Associates, Inc.                                            50
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                                [GRAPHIC OMITTED]

                                   Floor Plan

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James Ratkovich & Associates, Inc.                                            51
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                                [GRAPHIC OMITTED]

                                   Floor Plan

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James Ratkovich & Associates, Inc.                                            52
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                          HIGHEST AND BEST USE ANALYSIS

The Appraisal Institute defines highest and best use as follows:

     "The most profitable likely use to which a property can be put. The opinion
     of such use may be based on the highest and most profitable continuous use
     to which the property is adapted and needed, or likely to be in demand in
     the reasonably near future. However, elements affecting value that depend
     on events or a combination of occurrences that, although in the realm of
     possibility, are not fairly shown to be reasonably probable, should be
     excluded from consideration. Also, if the intended use is dependent on a
     uncertain act of another person, the intention cannot be considered.

     "That use to which the land may reasonably be expected to produce the
     greatest net return to land over a given period of time. That legal use
     which will yield to land the highest present value. Sometimes called
     'optimum use.'"

In estimating highest and best use, there are essentially four stages of
analysis:

     1.   Possible Use. What uses of the site in question are physically
          possible?

     2.   Permissible Use (legal). What uses are permissible by zoning and deed
          restrictions on the site in question?

     3.   Feasible Use. Which possible and permissible uses will produce a net
          return to the owner of the site?

     4.   Maximally Productive Use. Among the feasible uses, which use will
          produce the highest net return or the highest present worth?

The highest and best use of the land (or site) if vacant and available for use
may be different from the highest and best use of the improved property. This is
true when the improvements are not an appropriate use, but it makes a
contribution to the total property value in excess of the value of the site.

The following tests must be met in estimating the highest and best use. The use
must be legal; the use must be probable, not speculative of conjectural; there
must be a profitable demand for such use; and it must return to the land the
highest net return for the longest period of time. These tests have been applied
to the vacant property. In arriving at the estimate of highest and best use, the
subject site was analyzed as vacant and available for development.

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James Ratkovich & Associates, Inc.                                            53
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

HIGHEST AND BEST USE ANALYSIS (continued)

As Vacant

Possible Use. The first constraint is the constraint dictated by the physical
characteristics of the site. The size and location within a block have a
determining effect on the site's value. In general, larger sites and corner
locations enable a developer to achieve economies of scale and allow flexibility
in building design.

The subject site is a 50,094 square foot rectangular parcel with access provided
by E Harbor Drive. The site has good visibility from Highway 101. It is level
and at street grade. The presence of a A1 flood zone requires the development of
the site above the existing 6-feet above sea level plain. All services are
available to the site. Therefore, any number of potential uses could be
developed. This conclusion is supported by the existing surrounding
developments.

Permissible Uses. Two types of legal restrictions apply to the subject property:
private restrictions (deed restrictions and easements), and public restrictions
(principally, zoning). The existing utility easements are standard and do not
adversely impact the development potential of the site. Therefore, the principal
legal limitation on the development entitlements for the site is the c2 zoning.
This is a "general commercial" zone which allows most types of commercial
development. It carries a 45-foot height limitation, minimum lot size of 5,000
square feet and minimum motel parking of 1.5 spaces per room. The zoning allows
a wide variety of commercial retail, office and related uses, as well as hotel,
motel and restaurant uses.

Feasible Uses. The property is easily adapted to most forms of commercial
development, but appears particularly well suited to highway oriented commercial
uses where exposure to high average daily traffic volumes is regarded as
advantageous by prospective users. Uses, such as residential development which
are permissible, are less than optimal since heavy traffic exposure and noise
from the interstate is regarded as an adverse characteristic which would tend to
limit or diminish property values. Clearly, uses such as hotels/motels, gas
station/c-stores and restaurants benefit most from the dual exposure of the
subject site, and tend to yield the greatest profitability.

Conclusion

The feasibility of these uses must be considered in light of historical
development trends and the current supply of such uses in the local market.
Analysis of the area reveals steady and continued commercial development. In
view of the location, zoning and area uses, the most feasible use would be
commercial. A commercial use would provide the greatest return to the property.

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James Ratkovich & Associates, Inc.                                            54
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

HIGHEST AND BEST USE ANALYSIS (continued)

As Improved

A commercial use is considered to represent the highest and best use of the
site. The possible commercial uses include various retail stores, offices,
commercial services, restaurants and related uses. The subject consists of an
existing four-story, 62-unit mini-suites hotel and separate 4,500 square foot
restaurant. As improved, we conclude that the highest and best use the subject
property is for continued use as a full service hotel, as the hotel is operating
profitably and the existing improvements contribute the vast majority of the
property value.

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James Ratkovich & Associates, Inc.                                            55
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                                    VALUATION

There are three approaches to value which will be employed in the analysis: the
Cost Approach including land valuation and construction cost analysis; Direct
Sales Comparison Approach evaluating sales of similar properties; and an Income
Approach based upon the property operating at stabilized income levels.

Cost Approach

In the appraisal process, the Cost Approach requires an analysis of sales of
similar parcels of land to arrive an estimate of market value for the subject
site. An estimate is then made as to the cost to replace the subject's
improvements at today's costs using reliable sources of cost data. Depreciation
or obsolescence from all causes is estimated based on the experiences of similar
properties. Depreciation is then deducted from the replacement costs as new to
arrive at the present worth of the improvements and the site.

Market Approach  (Direct Comparison Approach)

This is an appraisal procedure in which the value estimate is predicated upon
prices paid in recent market transactions. Listings and offerings of property
may also be utilized in this analysis, however, the use of listings is limited
since the property has not met the full test of the market and usually tends to
set the upper limit of value. The steps the appraiser follows in this approach
are set forth below.

     1.   Seeks out similar properties for which pertinent sales, listings,
          offerings and/or rental data are available.

     2.   Qualifies the price as to terms, motivating forces and bona fide
          nature.

     3.   Compares each of the sale properties' important attributes with the
          corresponding ones of the properties being appraised, under the
          general division of time, location, income and physical
          characteristics.

     4.   Considers all dissimilarities in terms of their probable effect upon
          the sale price.

     5.   Formulates an opinion of the relative value of the property being
          appraised as compared with the price of each similar property.

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<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

VALUATION (Continued)

The units of comparison abstracted from the sales are the sales price per square
foot or unit and the overall rate of return. Each of these units of comparison
is discussed more fully below.

Sales Price per Square Foot or Unit

This is an expression of the total consideration divided by the particular unit
of comparison. Its chief advantage is that it is a direct comparison of the
price of the comparable to the property in question. Weighing of comparables may
be necessary due to differences of location, physical characteristics, market
conditions and terms of the sale transactions. It is most accurate when the
subject and the comparables are of similar character and the sales are of recent
vintage.

Overall Rate of Return

This rate is the direct relationship of the net operating income (before debt
service) and the sale price. the overall rate reflects both the return on the
investment and the return of the investment. This is a rate which is frequently
used by investors and appraisers because it is ascertainable from comparable
sales and can be applied directly to the estimated net operation income of the
property under appraisal. This unit of comparison is used in the Income
Approach.

Income Approach

The Income Approach is generally the most relevant approach in evaluating
investment type properties. This approach is predicated on the principle that
value is created by the expectation of benefits derived in the future. The
anticipated net income is converted to a present value by a direct
capitalization or the use of a discounted cash flow process.

Direct Capitalization

This process involves dividing the net operating income by a capitalization
rate. This rate reflects such factors as risk, time, interest on capital
investment, and recapture of the depreciating asset. This approach to value
encompasses the following:

1.   The estimation of current economic rent levels to establish annual
     potential gross revenues. Current economic rents are generally current
     market rents.

2.   The estimation of vacancy and collection loss allowances.

3.   The estimation of annual operating expenses.

4.   The deduction from potential gross revenues of vacancy and collection loss
     and operating expenses, leaving the net operating income before debt
     service and depreciation.

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<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

VALUATION (Continued)

5.   Capitalization of the net operating income by the appropriate rate as
     abstracted from the market.

Discounted Cash Flow

A widely accepted view of value as of a given valuation date is the discounted
present worth of the anticipated future income reasonably expected to be
generated by an income producing property over a specific period of time. The
process by which future income receipts are converted to a present value is
termed discounting. Many different capitalization methods and techniques are
available to process anticipated future income into a present worth estimate.
The method used depends primarily on the characteristics of the forecast income
stream, the form of the appropriate rate of return or discount rate, and the
time period involved.

The two methods used in this analysis are capitalization in perpetuity
(utilizing an overall capitalization rate discussed above) and capitalization
for a finite period (discounted cash flow analysis). Capitalization in
perpetuity as used in the Income Approach assumes the income stream will
continue undiminished, indefinitely. The rate used to process this income
streams embodies the factors of time preference (opportunity costs), liquidity,
management burdens, and ownership risks. The appropriate rate is derived through
an analysis of sales of properties displaying similar investment opportunities
to the investor.

The discounted cash flow method is a rigidly defined mathematical relationship
between income streams, rates and timing. Processing an income stream by a
correct mathematical formula does not in itself produce a supportable market
value. As with other techniques of income capitalization, the discounted cash
flow analysis requires reliable market data on several critical points. If the
required market data information is not available, the appraiser is injecting
his judgment and opinion in using non-market data and the results are not
justifiable market value.

RECONCILIATION

The final step in the appraisal process is the reconciliation or correlation of
the value indicators. In the reconciliation, the relative applicability of each
of the approaches utilized is considered. Those approaches that are deemed most
appropriate to the particular appraisal question involved are weighed for the
accuracy and reliability of the data used in the analysis, and an opinion is
formed as to the market value of the subject property. The relative weight or
emphasis given to any of the approaches depends on the forces prevalent in the
market which act upon the subject property.

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<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                                  COST APPROACH

In this approach, it is assumed that a purchaser would consider producing a
substitute, competing property with the same utility as the subject. The net
cost to the rational, informed purchaser is the measure of value of the subject
property. The net cost includes construction costs (to the purchaser, not the
contractor or builder), financing costs, and all other costs incurred during the
construction period. Any depreciation or diminished utility is deducted from the
costs in order to arrive at a net contribution of the improvements in their
present condition to the total property value as of the valuation date. The site
is valued as if vacant and available to be put to its highest and best use. This
is then added to the depreciated improvement costs to yield the value of the
total property as indicated by the Cost Approach.

Land Valuation

The most reliable procedure for estimating the land value is by the application
of the Direct Sales Comparison Approach. In estimating the value of the
subject's site, a search was conducted to find sales of similar parcels with
similar zoning and characteristics. Those sales considered to be the most
relevant indicators of the subject's land value are detailed on the following
pages.

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<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                                [GRAPHIC OMITTED]

                                 LAND SALES MAP

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James Ratkovich & Associates, Inc.                                            60
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                             COMPARABLE LAND SALE 1

PROPERTY IDENTIFICATION

Address:                          North of Highway 101 on SE Marlin
City:                             Warrenton
APN:                              8-10-22DD 1700 and 22DA 5100
County:                           Clatsop
Map Reference:                    N/A
Property Rights:                  Fee Simple

SALE INFORMATION

Grantor:                          Capital Development Company
Grantee:                          Bank of Astoria
Document Number:                  879-296
Sale Price:                       $183,750
Sale Terms:                       Cash Equivalent
Sale Date:                        August 17, 1995

SITE DESCRIPTION

Site Area:                        24,000 sq.ft.
Zoning:                           C-1
Utilities:                        Available
Off-Sites:                        Fully Improved
Topography:                       Level
Location:                         Corner

SALE ANALYSIS

Price Per Square Foot:            $7.66

COMMENTS                          This is the sale of two
                                  non-contiguous tax lots. The main
                                  parcel was pre-loaded with sand fill
                                  at a cost of approximately $25,000.

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<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                             COMPARABLE LAND SALE 2

PROPERTY IDENTIFICATION

Address:                        North of Highway 101 on SE Marlin (SEC SE 6th)
City:                           Warrenton

APN:                            8-10-22DD 1500 and 1600
County:                         Clatsop
Map Reference:                  N/A
Property Rights:                Fee Simple

SALE INFORMATION

Grantor:                        Murray and Vera M. Lanier
Grantee:                        Bank of Astoria
Document Number:                862-634
Sale Price:                     $100,000
Sale Terms:                     Cash Equivalent
Sale Date:                      January 31, 1995

SITE DESCRIPTION

Site Area:                      19,000 sq. ft.
Zoning:                         C-1
Utilities:                      Available
Off-Sites:                      Fully Improved
Topography:                     Level
Location:                       Corner

SALE ANALYSIS

Price Per Square Foot:          $5.26

COMMENTS                        This is a level, at-grade corner
                                site. At the time of sale the site
                                had an old single family residence
                                with no contributory value,
                                according to the buyer. The site was
                                later filled with sand fill prior to
                                construction of a branch bank
                                building.

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James Ratkovich & Associates, Inc.                                            62
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                             COMPARABLE LAND SALE 3

PROPERTY IDENTIFICATION

Address:                        Southeast corner of SE Marlin and SE 8th Street
City:                           Warrenton
APN:                            8-10-22DA 3400
County:                         Clatsop
Map Reference:                  Legal: Lots 5,6,7,8 Block 32, Warrenton Park
Property Rights:                Fee Simple

SALE INFORMATION

Grantor:                        Columbia Memorial Hospital
Grantee:                        Thomas D. Coryell
Document Number:                 846-557
Sale Price:                     $125,000
Sale Terms:                     Cash Equivalent
Sale Date:                      June 3, 1994

SITE DESCRIPTION

Site Area:                      25,560 sq. ft.
Zoning:                         C-1
Utilities:                      Available
Off-Sites:                      Fully Improved
Topography:                     Level
Location:                       Corner

SALE ANALYSIS

Price Per Square Foot:          $4.87

COMMENTS                        This is the sale of a level corner site which 
                                has been  developed  with a daycare center.

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<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                             COMPARABLE LAND SALE 4

PROPERTY IDENTIFICATION

Address:                        North side of Highway 101, west of Neptune
City:                           Warrenton
APN:                            8-10-22D 200 and 400
County:                         Clatsop
Map Reference:                  N/A
Property Rights:                Fee Simple

SALE INFORMATION

Grantor:                        Capital Development Company
Grantee:                        Fred Meyer, Inc.
Document Number:                 838-847
Sale Price:                     $3,000,000
Sale Terms:                     Cash Equivalent
Sale Date:                      March 10, 1994

SITE DESCRIPTION

Site Area:                      13.00 acres (566,280 sq.ft.)
Zoning:                         C-1
Utilities:                      Available
Off-Sites:                      Fully Improved
Topography:                     Level
Location:                       Interior with signalized access from Highway 101

SALE ANALYSIS

Price Per Square Foot:          $5.30

COMMENTS                        The consideration is a land
                                allocation by the Grantor. Total
                                price for the property was
                                $10,825,000, which included a Fred
                                Meyer shopping facility.

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James Ratkovich & Associates, Inc.                                            64
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                             COMPARABLE LAND SALE 5

PROPERTY IDENTIFICATION

Address:                        Southwest corner Highway 101/SE Marlin Drive
City:                           Warrenton
APN:                            8-10-22DC 5200 and 5300
County:                         Clatsop
Map Reference:                  N/A
Property Rights:                Fee Simple

SALE INFORMATION

Grantor:                        Ken Klee, et al
Grantee:                        Stephen C. Putnam
Document Number:                819-680
Sale Price:                     $130,000
Sale Terms:                     Cash Equivalent
Sale Date:                      July 23, 1993

SITE DESCRIPTION

Site Area:                      18,375 sq. ft.
Zoning:                         C-1
Utilities:                      Available
Off-Sites:                      Fully Improved
Topography:                     Level
Location:                       Corner

SALE ANALYSIS

Price Per Square Foot:          $7.07

COMMENTS                        The site was improved with a small
                                concrete block building which was
                                renovated and added-to for use as a
                                mini-lube facility. Contributory
                                value of the building is estimated
                                at $13,000 ($15.00/sq.ft.).

- ----------------------------------
James Ratkovich & Associates, Inc.                                            65
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                             COMPARABLE LAND SALE 6

PROPERTY IDENTIFICATION

Address:                        South side of Warrenton Highway, west of Neptune
City:                           Warrenton
APN:                            8-10-22D 102
County:                         Clatsop
Map Reference:                  N/A
Property Rights:                Fee Simple

SALE INFORMATION

Grantor:                        Capital Development Company
Grantee:                        COSTCO Development Company
Document Number:                805-585
Sale Price:                     $1,800,000
Sale Terms:                     Cash Equivalent
Sale Date:                      February 4, 1993

SITE DESCRIPTION

Site Area:                      6.68 acres
Zoning:                         C-1
Utilities:                      Available
Off-Sites:                      Fully Improved
Topography:                     Level
Location:                       Interior site with good access

SALE ANALYSIS

Price Per Square Foot:          $6.19

COMMENTS                        Site had been pre-loaded with sand
                                fill for construction of a
                                strip-mall prior to Grantee
                                acquiring the site. The site is
                                adjacent to Fred Meyer with good
                                access.

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James Ratkovich & Associates, Inc.                                            66
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

COST APPROACH (Continued)

Discussion

These six land sales transactions represent the sale activity of the subject
neighborhood over the past three years. The sales range in size from 18,375
square feet to over 6 acres, and in prices from $4.87 to $7.66 per square foot.
The discussion of the value adjustments and conclusions is presented below.

Property Rights Conveyed

This adjustment considers the differences in legal status (interest) between the
subject property and the comparable sales. Specific interests convey different
types of rights in a property that affect value. Property rights can be defined
as fee simple, leased fee and leasehold interests. All the land sales used
involved the transfer of the fee simple interest and no adjustment is warranted.
No adjustment was made.

Financing Adjustment

The comparable land sales have been reviewed in reference to their financing.
Sales and asking prices represent all cash transactions, where no extraordinary
financing terms or seller financing is involved. Therefore, no cash equivalency
adjustments have been applied.

Market Conditions Adjustment - Time Factor

The sales were analyzed for changes in market conditions to determine if a
market conditions adjustment is required and to what magnitude. Based upon
appraiser's evaluation of secular trends in the market we have identified land
inflation rates within our local market is generally stable. A review of the
sales data reveals sales over a three year period of time with prices in the
$5.00 to $6.00 per square foot range. The oldest sales indicated a price of
$6.19 per square feet. The most current sale indicated a price of $7.66, however
this sale is substantially smaller. As noted later, this factor typically
reflects a higher price per square foot. Therefore, no adjustment is made for
date of sale.

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James Ratkovich & Associates, Inc.                                            67
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

COST APPROACH (Continued)

Physical Adjustments

Factors which have an influence on value such as location, growth patterns and
trends, accessibility to freeways, employment and commerce centers, size, and
physical improvements required for development (off-sites), all require
appropriate adjustments in comparing the comparable sales to the subject
property. All sales are located within the subject neighborhood with varying
degrees of accessibility, visibility and other factors. Sale #3 is located on an
interior secondary street and is adjusted upward 5% for inferior locational
attributes. Sales #4, #5 and #6 are located on, or near Highway 101, with good
access and visibility. Because of this factor, these sales are considered to be
superior and are adjusted downward an estimated 10%. No direct market extraction
was available for this adjustment, however it is based upon perceived market
reaction.

Size adjustments. It is typical for smaller parcels to indicate a higher price
per square foot than larger parcels. This is supported by comparing Sales #4, #5
and #6. These sales all possess similar locational characteristics. The smaller
site indicated the highest price per square foot. The subject site contains
approximately 50,094 square feet, falling in size between the available sales
data. Therefore, the sales are adjusted either upward or downward at the rate of
 .5% per 10,000 square feet of area, using the subject site as the standard. The
largest sites required the largest adjustments. Sales #1, #2, #3 and #5 required
minimal size adjustment.

Corner location can have a definite impact on site value, particularly for
highway oriented commercial uses such as hotels, restaurants, and regional
shopping centers. Sale #1 is adjusted downward 10% for corner influence. While
other sales are located on corner sites, they have limited accessibility due to
the non-development of side streets as well as traffic control on Highway 101.
Therefore, Sales #2 - #6 are not adjusted for this factor.

Concluded Land Value

The comparable land sales indicate an unadjusted range from $4.87 to $7.66 per
square foot. All are located within the subject neighborhood and provide a
reasonable range of value. After adjustment, the value range is narrowed from
$5.06 to $6.79 per square foot. Sales #2, #3 and #6 required the least net
adjustment, with adjusted values of $5.18; $5.06 and $6.31 per square foot. The
overall average adjusted price is indicated to be $5.84 per square foot. In view
of the location, size and access of the subject, market support exists for a
land value of $6.00 per square foot.

              50,094 square feet @ $6.00 per square foot = $300,564

                                Rounded $300,000

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<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

COST APPROACH (Continued)
Reproduction Cost New

The next step in the Cost Approach is to estimate the cost new of the subject
improvements. The dimensions and characteristics of the improvements have been
identified through a field inspection and analysis. There are two forms of cost
data generally available. These are Replacement and Reproduction costs.

Replacement Cost is defined in Real Estate Terminology, Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of a building having
utility equivalent to the building being appraised but built with modern
materials and according to current standards, design and layout."

Reproduction Cost is defined in Real Estate Terminology, Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of an exact duplicate or
replica using the same materials, construction standards, design, layout, and
quality of workmanship, embodying all the deficiencies, super adequacies and
obsolescence of the subject building."

The use of the replacement cost concept presumably eliminates all functional
obsolescence, and the only depreciation to be measured is physical deterioration
and external obsolescence. In this appraisal, the Marshall Valuation Service, a
nationally recognized cost service, as well as consultation with local
contractors, has been used to derive the estimate of the replacement cost. The
publishers of this manual consider the estimates to be replacement costs, but
when the cost model closely conforms in construction materials and methods to
the subject, these costs can be considered as reproduction costs.

Since the cost estimate is applied to the gross area of the subject property,
the deficiencies and other adequacies of the subject are embodied in the cost
estimate and are dealt with in the depreciation estimate. The cost utilized in
this analysis is therefore considered to represent Reproduction Costs.

This estimate is set forth on the Development Proforma located at the end of
this approach. These costs include hard costs for construction, soft costs for
architectural and engineering, soil, legal, supervision, fees and related costs;
Financing costs; leasing commissions; and rent loss during absorption.
Developers profit is added at 18 percent to account for the high level of risk
and skill required to develop hotel property.

The hard construction cost for the improvements is estimated at $75.45 per
square foot. Soft costs are estimated at 8 percent for design, architectural and
engineering; 3 percent for development overhead, and 25 percent of annual income
is estimated for opening expenses and income loss during stabilization.

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<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

COST APPROACH (continued)

Furniture, Fixtures & Equipment

The guest rooms are furnished with typical modern furnishings which include
either a single king-sized bed, two or three queen beds, side tables, desk,
dresser, chairs, table, draperies, night stands, color television with remote,
lamps, couch, clock radio and telephones. Most rooms have a small refrigerator,
microwave and hair dryer. There are some kitchenette units. FF&E includes all
the furnishings, linens and supplies, cleaning and house keeping equipment,
business office and front desk equipment, furnishings and related personal
items. We have estimated these personal property items at a depreciated
replacement value of $3,500 per room, or $217,000.

Accrued Depreciation

Accrued depreciation is the difference between the reproduction cost of the
improvements and the market value of the improvements on the date of valuation.
Depreciation is characterized by three categories: physical, functional and
external.

Physical depreciation is evidenced by wear and tear of the structure. Functional
obsolescence is also caused by internal characteristics such as a poor floor
plan, inadequate mechanical equipment or functional inadequacy or over adequacy
due to size or other characteristics. External or economic obsolescence is
caused by conditions external to the property, such as a lack of economic demand
or changing property uses in the area, or general national or regional economic
conditions.

To establish the appropriate depreciation to be applied to the subject, the
Marshall Valuation Service has been consulted. This service collates by type of
construction and usage actual case studies of properties to produce market
derived depreciation and remaining life estimates. These studies resulted in
mathematical curves from which the depreciation for any initial life expectancy
can be computed. An additional method of estimating physical depreciation is the
Age/Life Method. This is a method of estimating incurable physical deterioration
as a percentage applied to current replacement or reproduction cost new of the
improvements. The percentage reflects the ratio of estimated effective age to
typical anticipated economic life.

The depreciation  estimate for the subject property is based an effective age at
5 years and an expected life of 50
years for the improvements indicating a depreciation estimate of 10 percent.

Located on the following page is a summary of the replacement cost new,
including depreciation and land value indication. It indicates an As Is value of
subject property, as follows:

                                   $4,740,000
                                   ==========

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<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------


                             Replacement Cost Study
<TABLE>
<CAPTION>

======================================================================================================
Development Proforma
Shilo Inn, Warrenton, OR
- ------------------------------------------------------------------------------------------------------
MVS: Sec. 11, p 17, Class D, GoodCurrent X Local X   ADj $/sf
- ------------------------------------------ -------   --------
<S>                      <C>       <C>     <C>       <C>         <C>            <C>            <C> 
Base Cost:               $69.30    1.00     1.09      $75.54
Hard Costs                    Measure                $/Measure                        Cost      $/SF
- ----------                    -------                ---------                        ----      ----
Building                       40,030 SF              $75.54      $3,023,746
Yard Improvements                                                   $250,000

Total Hard Costs                                                                $3,273,746    $81.78

Soft Costs
- ----------
 Architectural & Engineering               8.00%                   $261,900
 Development Overhead                      3.00%                     98,200
 Stabilization & Opening Expenses  25% of annual income             276,436

Total Soft Costs                                                                  $636,536    $15.90
                                                                              ------------
Total Improvement Costs                                                        S3,910,282     $97.68

Entrepreneurial Profit                    18.00%                                  $703,851    $17.58
                                                                              ------------   -------
Total                                                                           S4,614,133   $115.27

Depreciation Adjustment                   Age/Life    % Dep.       $ Dep.
Physical                                  5/50        10.00%      $391,028

Total Depreciation                                                                $391,028     $9.77
                                                                              ------------   -------
Project Costs (Depreciated Replacement Cost)                                    $4,223,105   $105.50

Depreciated Furniture Fixtures & Equipm          62 Units @        $3,500         $217,000

Land Valuation                      Acres        SF     $/SF    Land Value      Total
- --------------                      -----        --    -----    ----------      -----
Site Value in Fee                    1.15    50,094    $6.00      $300,564

Site Value                           1.15    50,094    $5.99                 $300,000

- ------------------------------------------------------------------------------------------------------
Indicated Value                                                            $4,740,105

Rounded                                                                    $4,740,000                
                                                                           ==========                                           

======================================================================================================
</TABLE>

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<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                           DIRECT COMPARISON APPROACH

The Direct Comparison Approach attempts to estimate the value of the subject
property by comparing sales of similar properties within the market area of the
subject. These sales are inspected, verified as to price, terms and conditions
of the property at the date of sale, location, and income characteristics of the
property. The data are then analyzed and compared to the subject property. The
units of comparison considered significant in determining the subject's market
value are the sale price per square foot and price per unit. In addition, a
Gross Room Revenue Multiplier is derived for use as an additional measure of
value for this approach. The overall rate is also abstracted from the market
data for use in the Income Approach.

A search of the subject's regional market area was conducted to find sales of
generally comparable hotel facilities that have occurred in the recent past. A
summary of the sales that were considered most relevant for this analysis are
summarized on the following page.

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James Ratkovich & Associates, Inc.                                            72
<PAGE>

                         --------------------------------------
                            REGIONAL SUMMARY OF HOTEL SALES
                         ======================================
<TABLE>
<CAPTION>

===================================================================================================================================
                                  Date of       Year        Building       Land      Land/Bldg  No. of   Gross           Sale      
No.     LOCATION                   Sale        Built         Area          Area        Ratio     Units  Area/Rm.         Price     
===================================================================================================================================

<C>                                    <C>       <C>         <C>          <C>         <C>   <C>    <C>     <C>         <C>         
1  Comfort Inn                     May-95        1990        30,740       76,405      2.49 :1      58      530          $2,800,000  
   13207 NE 20th Avenue                                       Est.                                                                 
   Vancouver, WA                                                                                                                 
                                                                                                                                   

2  Comfort Inn                     Jun-96        1992        34,000       66,646      1.96 :1      64      531          $2,600,000 
   8855 SW Citizens Drive                                                                                                          
   Wilsonville OR

3  Ramada Inn                     Oct-94        1978        68,410       16,200      0:24 :1     120      570           $8,400,000 
   2200 Fifth Avenue                                                                                                               
   Seattle, WA                                                                                                                  

4  Travelodge                     Jun-94        1961       30,820        56,912      1.85 :1      74      416           $4,200,000 
   4715 25th Avenue NE                                                                                                             
   Seattle, WA           

5  West Coast Gateway Hotel       Mar-96        1990       59,074       71,165       1.20 :1     145      407          $11,218,164 
   18415 Pacific Highway South                                                                                                     
   Seattle, WA

6  Best Western Hotel             Mar-95        1986       91,618     262,749        2.87 :1     147      623           $5,500,000 
   15901 W. Valley Highway                                                                                                         
   Tukwilla WA                                                                                                                     
</TABLE>

<TABLE>
<CAPTION>

==================================================================================================
                                     Price/       Price/        Comments
No.     LOCATION                     Sq. Ft.       Unit
==================================================================================================

<C>                                  <C>         <C>        <C>       
1  Comfort Inn                       $91 09      $48,276    Occupancy reported at 70 percent
   13207 NE 20th Avenue                                     ADR @ $46.00. No food and beverage
   Vancouver, WA                                            One meeting room, spa, pool, excercise
                                                            Located near new mall.

2  Comfort Inn                       $76.47      $40,625    Two-story wood frame motel located
   8855 SW Citizens Drive                                   in suburban location. 
   Wilsonville OR

3  Ramada Inn                       $122.79     $70,000     Four-story wood frame & stucco
   2200 Fifth Avenue                                        downtown location. Renovated prior
   Seattle, WA                                              to sale. $70 ADR estimate.

4  Travelodge                        $136.28     $56,757    Includes retail building (Blockbuster)
   4715 25th Avenue NE                                      ADR est $55.00
   Seattle, WA                                              Pool, spa.

5  West Coast Gateway Hotel         $189.90     $77,367     SeaTac Airport location
   18415 Pacific Highway South                              All cash sale.
   Seattle, WA

6  Best Western Hotel                $60.03     $37,415     Three story wood frame structure
   15901 W. Valley Highway                                  includes retaurant, spa, excercise
   Tukwilla WA                                              room and outdoor pool.
</TABLE>

   Unadjusted Range        $60.03      to       $189.90 /Sq. Ft.
                          $37,415      to       $77,367 /Unit

                                   Mean:      $112.76 / Sq Ft      $55,073 /Unit


                                                                              73
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                                [GRAPHIC OMITTED]

                                    Sales Map

- ----------------------------------
James Ratkovich & Associates, Inc.                                            74
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                              COMPARABLE SALE NO. 1

                                    [PHOTO]

ADDRESS:         Comfort Inn                GRANTOR:         Ray Patel, et al.
                 13207 NE 20th Avenue       GRANTEE:         Shree Ram LLC
                 Vancouver, WA
                 
DESCRIPTION:     Two-story wood frame       DOCUMENT #:      Na
                 and stucco limited service MARKET TIME:     Na
                 hotel                      NUMBER OF UNITS: 58
YEAR BUILT:      1990                       SALE PRICE:      $2,800,000
LOT SIZE:        76,405 S.F.                SALE DATE:       June 5, 1995
CONDITION:       Average/Good               TERMS:           $350,000 down
QUALITY:         Average                                     seller wrapped 
                                                             existing $1.45M 1st
                                                             TD with, due in 10
                                                             years

BUILDING AREA:   30,740 S.F.                GROSS INCOME:    $685,540
LAND:BLDG RATIO: 2.49:1                     NET INCOME:      $288,000
PRICE/S.F.       $91.09                     OVERALL RATE     10.29%
PRICE/UNIT:      $48,276                    GRM:             4.08
FF&E:            $140,000

COMMENTS: This property is located at the Vancouver Mall north of Portland
Airport in a newly developing area. It is a newer property in good condition but
round about access. 1994 ADR reported at $46.00 and Occupancy at 70%.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            75
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                              COMPARABLE SALE NO. 2

                                    [PHOTO]

ADDRESS:         Comfort Inn                GRANTOR:         Mahalaxmi Inc.
                 8855 SW Citizens Drive     GRANTEE:         Ganesh Enterprises
                 Wilsonville, OR

DESCRIPTION:     Two-story wood             DOCUMENT #:      9603044444
                 frame limited service      MARKET TIME:     Na
                 hotel

NUMBER OF UNITS: 64

YEAR BUILT:      1992                       SALE PRICE:      $2,600,000
LOT SIZE:        66,646 S.F.                SALE DATE:       June 19, 1996
CONDITION:       Average/Good               TERMS:           $800,000 down
QUALITY:         Average                                     $1,8M 1st Td 
                                                              Commercial Bank
BUILDING AREA:   34,000 S.F.                GROSS INCOME:    $804,825
LAND:BLDG RATIO: 1.96:1                     NET INCOME:      $310,628
PRICE/S.F.:      $76.47                     OVERALL RATE     11.95%
PRICE/UNIT:      $40,625                    GRM:             3.23
FF&E:            $160,000 Est.

COMMENTS: This suburban property is located near Highway 5 and is a newer
property with good exposure but less than direct access.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            76
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                              COMPARABLE SALE NO. 3

                                    [PHOTO]

ADDRESS:         Ramada Inn                 GRANTOR:         2200 Fifth Ave Ltd.
                 2200 5th Avenue            GRANTEE:         Devin Corporation
                 Seattle, WA
DESCRIPTION:     Four-story over parking    DOCUMENT #:      9410280992
                 frame and stucco hotel     MARKET TIME:     6 months
                 with restaurant/lounge     UMBER OF UNITS:  120
YEAR BUILT:      1978                       SALE PRICE:      $8,400,000
LOT SIZE:        16,200 S.F.                SALE DATE:       October 28, 1994
CONDITION:       Average                    TERMS:           $3,000,000 down
QUALITY:         Average                                     $5,400,000 1st Td 
                                                               Seafirst Bank
BUILDING AREA:   68,410 S.F.                GROSS INCOME:    Na
LAND:BLDG RATIO: 0.24:1                     NET INCOME:      Na
PRICE/S.F.:      $122.79                    OVERALL RATE     Na
PRICE/UNIT:      $70,000                    GRM:             Na

COMMENTS: This property is located on Fifth Avenue in the Denny Grade area of
downtown Seattle. It was renovated prior to the sale with new lobby, HVAC and
FF&E. Property leases additional parking nearby. Seller leased back property for
10 years, terms unknown. Central city location, average appeal.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            76
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                              COMPARABLE SALE NO. 4

                                    [PHOTO]

ADDRESS:         Travelodge                 GRANTOR:      Vincent Hanna 
                 4715-25 25th Avenue NE                    Fowler Inv.
                 Seattle, WA                GRANTEE:      P.B. Investments Ltd.
                 
DESCRIPTION:     One and two-story wood     DOCUMENT #:   9506222113
                 frame and stucco motel     MARKET TIME:  12 month
                 with 6,700 sf retail building
NUMBER OF UNITS: 74

YEAR BUILT:      1961                       SALE PRICE:   $4,200,000
LOT SIZE:        56,912 S.F.                SALE DATE:    June 22, 1994
CONDITION:       Average                    TERMS:        All cash
QUALITY:         Average
BUILDING AREA:   30,820 S.F.                GROSS INCOME: Na
LAND:BLDG RATIO: 1.85:1                     NET INCOME:   Na
PRICE/S.F.:      $136.28                    OVERALL RATE  Na
PRICE/UNIT:      $56,757                    GRM:          Na

COMMENTS: This suburban property is located north of the University of
Washington and across from University Village shopping center. The Travelodge
has a detached Blockbuster retail store on the site which enhanced the sales
price. That store is leased at $9,520 per month triple net with 7 years
remaining. Extraction of retail portion value indicates $800,000 based on
capitalization of lease income for 7 years plus reversion on the Blockbuster
lease. Residual to the Motel is $3,400,000 or $45,945 per unit and $110.32 per
square foot.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            78
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                              COMPARABLE SALE NO. 5

                                    [PHOTO]

ADDRESS:         Westcoast Gateway Hotel    GRANTOR:      Gateway Hotel LP
                 18415 S. Pacific Highway   GRANTEE:      Patriot American
                 Sea-Tac, WA                              Hospitality
                                                          
DESCRIPTION:     Six-Story, good quality    DOCUMENT #:   7110-407
                 Class B hotel              MKTG.TIME::   N/A
                 w/ restaurant, lounge      ROOM CT.:     145
                 Pool and spa amenities.
 
YEAR BUILT:      1990                       SALE PRICE:   $ 11,218,164
LOT SIZE:        71,165 SF (1.63 Acre)      SALE DATE:    March, 1996
CONDITION:       Good                       TERMS:        Cash Equivalent
QUALITY:         Average-Good               CLASS:        Limited service, 
                                                          upper tier
BUILDING AREA:   59,074 SF                  GROSS INCOME: N/A
LAND:BLDG RATIO: 1.20:1                     NET INCOME:   N/A
PRICE/SF:        $189.90                    OVERALL RATE  N/A
PRICE/UNIT:      $77,367                    GRM:          N/A

COMMENTS: This property is located adjacent to the Sea-Tac International
Airport. It has one of the best proximity of the hotels along Pacific Highway.
Constructed of good quality Class B materials. Part of a five property portfolio
sale which included 3 Seattle properties, 1 in Wenatchee, and 1 in California.
Unable to obtain operating data to extract OAR, or revenue/expense ratios.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            79
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                              COMPARABLE SALE NO. 6

                                    [PHOTO]

ADDRESS:         Best Western Southcenter   GRANTOR:      United States 
                 15901 W. Valley Highway                  National Bank
                 Tukwilla, WA               GRANTEE:      Wen & Liu
DESCRIPTION:     Three-story and one-story  DOCUMENT #:   95-3311394
                 wood frame structures,     MKTG.TIME::   N/A
                 restaurant, pool & spa     No Of Units:  147
YEAR BUILT:      1986                       SALE PRICE:   $5,500,000
LOT SIZE:        262,749 S.F.               SALE DATE:    March 31, 1995
CONDITION:       Average                    TERMS:        Cash Equivalent
QUALITY:         Average                    CLASS:        Limited service,
                                                          upper tier
BUILDING AREA:   91,618 S.F.                GROSS INCOME: N/A
LAND:BLDG RATIO: 2.87:1                     NET INCOME:   N/A
PRICE/SF:        $60.03                     OVERALL RATE  N/A
PRICE/UNIT:      $37,415                    GRM:          N/A
               
COMMENTS: This property is regarded as the limited service hotel facility in the
Seattle-Tacoma market area. Located near Freeway across the street from newer
Embassy Suites and north of Residence Inn Hotel in a suburban location.
Unable to obtain operating data to extract OAR, or revenue/expense ratios.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            80
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

DIRECT COMPARISON APPROACH (Continued)

To compare the relevant sales to the subject property, consideration has been
given to such factors as financing, market conditions, conditions of sale and
physical and economic characteristics such as location, quality of the
improvements, age and condition of the improvements, overall size and property
operation levels.

Property Rights Conveyed

This adjustment considers the differences in legal status (interest) between the
subject property and the comparable sales. Specific interests convey different
types of rights in a property that affect value. Property rights can be defined
as fee simple, leased fee and leasehold interests. All the sales used were fee
simple estates and no property rights adjustments are necessary.

Financing Adjustment

Typical income producing property sales transactions involve some combination of
mortgage financing and cash (or equity) transfer. Knowledgeable investors are
aware that the use of mortgage financing will have an effect on the yield to
equity funds. The careful structuring of the mortgage and equity components of a
transaction may produce higher returns to the equity position than the overall
return to the property (positive leverage). This process can work in the
opposite direction when the rate paid for mortgage funds exceeds the overall
rate produced by the property (negative leverage). When the terms of the sale
are atypical, the result may be a price that is higher or lower than that of a
normal market transaction. In this analysis, it is assumed that the subject is
expected to sell for cash or with the prevalent institutional financing terms
available.

The comparable sales have been reviewed in reference to their financing and
typically involved normal or large down payments with the balance typically
financed by the seller or major lending institutions at prevailing long term
rates. No secondary financing was of any particular advantage and was not
considered to affect the sale prices. Based on an analysis of the financing
terms of the comparable sales, no adjustments were required and the sales are
all cash equivalent.

Conditions of Sale

The comparables were reviewed for their conditions of sale surrounding the
transactions. Sale 4 has a retail store on site that is estimated to contribute
approximately $800,000 which results in an adjusted price to the hotel property
of $3,400,000 or $45,945 per room. Sale 5 sold to the same buyer as part of a 5
property portfolio sale. However, the prices were established for each of the
sale properties separately and no adjustment is necessary. The other sales are
not considered to require any conditions of sale adjustments since the sales
prices were all based on market value with no unusual conditions surrounding the
transactions.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            81
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

DIRECT COMPARISON APPROACH (Continued)

Market Conditions

The next adjustment to the comparables is to determine any change in value
associated with the passage of time. Due to changes in market conditions between
the date of sale and the date of valuation, an adjustment must be made to
compare the comparable sale to the subject. Changes in the market conditions
often result from various causes such as inflation, deflation, changing demand
or supply and changes in the general economy. It is noted that the adjustment is
not for the passage of time itself, but for the changes in market conditions
that have occurred over the time period in question. The best indication of
value change over time is the sale and resale of the same property. The sales
used occurred between mid 1994 and mid 1996, under similar market conditions as
exist for the subject valuation. No market conditions adjustments are warranted.

Locational, Quality, Age and Condition and General Adjustments

The sales used indicate a range between $60.32 to $189.90 per square foot. They
range between $37,415 to $77,367 per unit. The sales occurred between June 1994
and June 1996 and are the best available sales comparables for use in comparison
to the subject property due to their generally similar physical and economic
characteristics.

It is noted here that we reviewed several motel/hotel sales in the local market
area which occurred in the past two years and found most to have sold at prices
below the low end of the above range. Many of those properties are locally
oriented, poorly performing properties which did not represent viable investment
alternatives to the subject and thus they were not included in our analysis. We
had to broaden our search to a regional market since we considered the subject
property to have a regional investment and market appeal. While the sales used
are not direct comparables to the subject property, generally being in urban
locations and larger market areas, they are the best indicators of the subject's
value due to its economic and market characteristics which are more similar to
the sales used than to local sales, and due to its regional identity as part of
the regional chain with a good reputation and an established guest following.

Since the validity test for all adjustments in the sales comparison approach is
what the market reaction to differences will be, we conclude that the market's
reaction to one property over another is ultimately reflected in its stabilized
operating performance. Market preferences for dozens of amenities and
characteristics including neighborhood/location, pool/spa's, exercise rooms,
restaurants, shuttle services, continental breakfasts, free movie channels etc.
are all expressed in the economic productivity of the going concern. The better
the amenity mix the more the property generates. Conversely, if the operations
and facilities fail to meet local standards and customer preferences, this will
be reflected in a lower economic performance.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            82
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

DIRECT COMPARISON APPROACH (Continued)

Therefore, individual adjustments for property characteristics are not even
attempted here. Developing statistical correlation to determine the relative
contribution to total property value of various amenities or locational
characteristics would become absurdly complex. Instead we focus on the range of
values indicated on a per unit basis and on the value indicators that indicate
economic productivity and return potential. These are the gross revenue
multiplier (GRM) and the overall capitalization rate (OAR).

Gross Revenue Multipliers

We were careful to select our primary comparable sales from within the general
region of the subject property where similar economies and social factors impact
value. However when we attempted to verify income and operating expense
information for the sales referenced herein we were only able to confirm data
for two of the six sales profiled here. This is simply too small a sampling to
develop reliable GRM and OAR indicators for estimating values through the Sales
Comparison Approach. Therefore we have summarized these sales together with four
other supplementary sales for which income/expense data and GRM/OAR indicators
could be extracted and verified. These sales are summarized on the table on the
previous page.

These sales represent a broader cross-section of hotel properties encompassing
limited and full service properties, and include some middle and upper tier
market operations. The best GRM value indicators for the subject property are
indicated by Sale Nos. 1 through 4 which suggest GRM's in the mid 3 to low 4.0
range. Since the subject is water oriented and has a demonstrated occupancy
level at an above average room rate for the area we expect it to be at the top
end of that range. We have estimated a GRM of 4.2 as applicable to the subject
property which indicates a value of:

               $1,187,808 GRM x 4.2 =             $4,988,794

               Rounded                            $5,000,000

Value Per Unit

Recognizing that these indicators yield somewhat divergent values, we must point
out that without a highly detailed, multi-factorial quantitative adjustment
process, the sales comparison approach is going to yield the most divergent
array of value indicators of the three approaches. Attempting to apply
"reasonable" adjustments injects so much subjectivity into the analyses that we
conclude the principal benefits of the direct sales comparison approach are
diagnostic rather than projective. They may reveal operating, economic and
functional anomalies of the subject property but in the end prove marginal at
actually predicting value.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            83
<PAGE>

                       ---------------------------------
                            SUPPLEMENTAL HOTEL SALES
                       =================================
<TABLE>
<CAPTION>

===================================================================================================================================
                                    Date of           Year         Building          No. of             Gross                      
No.    LOCATION                      Sale             Built          Area             Units            Revenue              NOI    
===================================================================================================================================
<C> <S>                              <C>              <C>           <C>               <C>              <C>                <C>     
1 Comfort Inn                        May-95            1990          30,740            58               $685,540           $288,000
  13207 NE 20th Avenue
  Vancouver, WA

2 Capital Inn/Days Inn               Jan-95            1990          29,949            81               $778,745           $373,765
  120 College Street
  Lacey WA

3 Quality Inn                        Oct-95          1977/86         29,200            73               $685,200           $293,760
  1545 NE Burnside 
  Gresham OR

4 Comfort Inn                        Jun-96            1992          34,000            64                $804,825          $310,628
  8855 SW Citizens Drive 
  Wilsonville OR

5 Ameritel Inn                       Jun-96            1991          48,966            94              $1,652,218          $823,838
  Confidential

6 Bellevue Hilton                    Aug-95            1979         122.369           180              $3,945,000        $1,107,000
  100 112th Street NE 
  Bellevue WA
</TABLE>

<TABLE>
<CAPTION>

=======================================================================================================
                                       Sale          Price/         Price/
No.    LOCATION                        Price         Sq. Ft.         Unit          GRM        OAR 
=======================================================================================================
<C>                                   <C>            <C>            <C>            <C>       <C>   
1 Comfort Inn                         $2,800,000     $91.09         $48,276        4.08      10.29%
  13207 NE 20th Avenue
  Vancouver, WA

2 Capital Inn/Days Inn                $3,320,000    $110.86         $40,988        4.26      11.26%
  120 College Street
  Lacey WA

3 Quality Inn                         $2,625,000     $89.90         $35,959        3.83      11.19%
  1545 NE Burnside 
  Gresham OR

4 Comfort Inn                         S2.600,000     $76.47         $40,625        3.23      11.95%
  8855 SW Citizens Drive 
  Wilsonville OR

S Ameritel Inn                        $6,110,000    $124.78         $65,000        3.70      13.48%
  Confidential

6 Bellevue Hilton                    $12,300,000    $100.52         $68,333        3.12       9.00%
  100 112th Street NE 
  Bellevue WA

                                          Mean:     $98.93         $49,863         3.70      11.19%

Unadjusted Ranges.                                     $76.47        to           $124.78  /Sq.Ft.
                                                      $35,959        to           $68,333  /Unit
                                                         3.12        to              4.26  GRM
                                                        9.00%        to            13.48%  OAR
                                                                                             
</TABLE>
                                                                              84
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

DIRECT COMPARISON APPROACH (Continued)

The primary sales comparables most similar to the subject in geographic
proximity, size, type of operation and age are Sales Nos. 1, 2, 4, and 6. These
sales suggest values in the mid 40,000's per unit. However, these properties are
priced at a lower daily rate and achieve lower occupancies which requires us to
be above that range. Sale Nos. 3 and 5 indicate a value range of $70,000 and
$77,367 per unit and represent more similar economic characteristics. In
addition, the subject property is operating at very attractive and profitable
levels and is in good condition and newer in age. Therefore, we conclude on a
value of $80,000 per room or:

                    62 Units @ $80,000 per Unit = $4,960,000

                              Conclude @ $4,960,000

Correlation of Value

The two units of comparison applied indicate a range of value for the subject
property between $4,960,000 and $5,000,000. We have selected a value indication
at the middle of the two indications, as follows:

                       Conclude                   $5,000,000
                                                  ==========

- ----------------------------------
James Ratkovich & Associates, Inc.                                            85
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                                 INCOME APPROACH

The Income Approach is premised upon the principle of anticipation which holds
that value is determined by the present worth of the anticipated future
benefits. These benefits in the case of an income producing property are the net
cash flows, the reversion at the end of the holding period, and the inherent tax
benefits afforded an owner of income property.

In this approach, the value is estimated by the capitalization of the expected
future net income. Capitalization is the process of converting an income stream
into a single capital value. This is the amount that a prudent, typical informed
purchaser would pay as of the valuation date for the right to receive the
forecast net income over the specific period.

In order to make relatively accurate income and expense projections for the
subject property, we have relied on the subject's actual operating history for
the past three years, plus the trailing 12 months ended August 1996. We also
relied on market conditions, lodging industry reports and our survey of lodging
competition in the subject's area. We also analyzed local industry trends from
Star Reports as prepared by Smith Travel Research.

As a part of our analysis to develop the potential gross income of the subject,
the appraiser has conducted a survey of hotel facilities considered to be
competitive with the subject property. The survey focused on hotels which are
considered to be primary competition to the subject. These hotels are summarized
on the following page.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            86
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                          SUMMARY OF COMPETITIVE HOTELS

                                NO OF      RACK
NO.    LOCATION                 ROOMS      RATE                    COMMENTS
- --------------------------------------------------------------------------------
1.     Bayshore Motor Inn       76      $60.00 Double Queen
       555 Hamburg Avenue               $75.00 Single King
       Astoria                          $55.00 Single Queen (older units)

This is a 76 unit motel located in the south section of Astoria with view of the
Columbia River and Young's Bay. It is adjacent to a lumber yard and has
difficult access from Highway 101. Forty of the total units have recently been
completed. There is a pool and spa. Occupancy of this facility is estimated to
average 50% annually. The subject property is superior in quality, condition and
amenities.

2.     Red Lion Inn            124       $85.00 Double Queen/King
       400 Industry Street               $125.00 Suites
       Astoria

The Red Lion Inn is an older full-service facility located on leased land with
view of Megler Bridge, the Columbia River and Young's Bay. Each room has a
balcony, color TV, in-room movie channel and direct dial phones. This facility
has the Seafare Restaurant and Lounge and Coffee Garden coffee shop. According
to the manager, the property has not been updated for many years. Occupancy of
this facility has typically ranged from 60% - 65%. The subject is superior in
quality, condition and amenities.

3.     Crest Motel            40         $82.50  Double Queen
       5366 Leif Erickson                $78.50 King
       Astoria                           $48.50 - $65.50 Single/Double (no view)

The Crest Motel is an older well maintained facility located on the east side of
Astoria with a good view of the Columbia River. It sits on a 2.5 acre parcel
with wood areas and extensive landscaping. There is a covered outdoor Jacuzzi,
guest laundry and free continental breakfast. In-room features include coffee
makers, cable TV with premium channels, phones, clocks, radios and similar
features. There are five buildings housing the 40 rooms. Occupancy is estimated
at 50% - 55% on an annual basis. The subject is superior in quality, condition
and amenities.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            87
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

SUMMARY OF COMPETITIVE HOTELS (continued)

4.     Oceanview Resort       105        $162.00 - Oceanfront Queen/Sofa
       414 N Prom                        $132.00 - $142.00 - Non-oceanfront
       Seaside                           $240.00 - Suite

This is a new Best Western facility located on the Pacific Ocean in Seaside. It
features indoor pool, in-room refrigerators, microwaves, color televisions and
similar amenities. It has a conference room which accommodates up to 30 people
and 6,500 square feet of conference space. Many rooms have kitchens and
fireplaces. This facility is considered to be superior in location and on-site
amenities. Overall quality and condition is similar to the subject. Seaside is a
destination resort community on the Oregon Coast located approximately 10 miles
south of the subject property.

5      Subject-Shilo Inn     62          $69.00-$130.00 Double Queen Mini-suite
       1609 E Harbor                     $75.00-$130.00 Single King Mini-suite
       Warrenton                         Kitchen units - add $10.00

The subject property is in good condition and well located to attract tourists
as well as destination and business travelers. There is an on-site restaurant,
indoor pool, spa, sauna, steam room, exercise room and conference room.
All rooms have microwave ovens, refrigerators and wet bars.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            88
<PAGE>

- -----------------
    SPECIAL
   SUPPLEMENT
- -----------------

- --------------------------------------------------------------------------------
TRENDS IN THE HOTEL INDUSTRY
United States Cities 1995 and 1996 Projectiions
================================================================================
                              Occupancy                   Average Daily Rate
                      ----------------------------------------------------------
                       1994     1995       1996       1994     1995      1996
                      Actual  Estimated  Projected   Actual Estimated Projected
                      ----------------------------------------------------------

South Central Cities

  Austin, TX           74.4%     76.0%     75.0%     $ 63.13   $ 65.50   $68.00
  Baton Rouge, LA      66.4      67.0      67.0        49.78     51.79    54.00
  Birmingham, AL       68.4      68.6      69.0        57.00     59.75    60.75
  Corpus Chrisi, TX    63.7      67.0      66.0        53.45     55.00    57.00
  Dallas, Ft. Worth,TX 68.5      70.0      80.0        72.31     76.00    79.00
  El Paso, TX          72.8      72.5      73.0        43.76     44.50    46.00
  Houston, TX          64.3      64.0      65.0        67.32     71.00    74.00
  Jackson, MS          65.5      65.0      67.0        48.90     49.20    61.00
  Knoxville, TN        63.4      64.7      65.7        55.38     56.49    37.25
  Little Rock, AR      64.4      61.0      61.5        45.32     48.25    49.70
  Memphis, TN          70.8      71.0      73.0        63.05     65.95    66.73
  Nashville, TN        78.0      82.8      84.0        93.32     97.62    89.00
  New Orleans, LA      73.4      73.3      73.0        89.61     92.73    45.00
  Oklahoma City, OK    62.0      66.3      67.5        46.47     49.21    54.00
  San Antonio, TX      71.5      71.0      72.0        69.79     71.75    74.00
  Tulsa, OK            58.8      39.2      61.0        36.79     58.54     ??? 
                      ------  ---------  ---------   --------  --------  ------
     Subtotal          68.6%     69.3%     70.0%     $ 69.56   $ 72.66     ???
Mountain and Pacific Cities

  Albuquerque, NM      73.4%     71.3%     73.0%     $ 63.28   $ 67.24   $68.00
  Billings, MT         60.2      60.4      62.0        48.58     49.35    52.00
  Boise, ID            75.5      75.0      75.0        58.00     62.00    74.00
  Colorado, Springs    69.3      69.7      71.2        59.81     62.33    63.75
  Denver, CO           72.0      74.0      75.0        64.42     69.72    71.00
  Great Falls, MT      60.0      65.2      66.0        48.29     48.02    50.00
  Honolulu, HI         81.1      80.2      80.5        98.82    105.00   110.00
  Los Angeles, CA      66.3      67.0      68.0        83.05     85.00    88.00
  Orange County, CA    65.5      69.0      70.0        76.50     77.34    80.24
  Pheonix, AZ          75.0      77.0      75.0        85.00     59.00    52.00
  Portland, OR         71.4      72.9      73.0        90.13     99.34   100.00
  Sacramento, CA       71.3      70.9      72.0        70.09     74.88    77.00
  Salt Lake City, UT   79.7      78.9      80.0        58.4      62.28    64.75
  San Diego County, CA 67.1      70.0      71.0        77.71     81.00    64.00
  San Francisco, CA    70.1      73.8      75.7       105.92    108.68   112.50
  Santa Fe, NM         71.2      70.5      71.5       109.21    108.45   109.75
  Scotsdale, AZ        70.9      72.8      73.0       112.76    121.21   123.50
  Seattle, WA          75.5      77.0      78.0       100.00    104.00   107.00
  Tucson, AZ           69.2      71.6      72.0        74.25     78.68    78.00
                              
   Subtotal            71.2%     72.5%     73.2%     $ 84.25   $ 88.41  $ 81.19
                       ------  ---------  ---------  --------  -------- -------
   Total Cities        70.1%     71.3%     72.1%     $ 83.65   $ 87.51  $ 90.64
                       ------  ---------  ---------  --------  -------- -------
   National Average*   68.9%     70.3%     72.1%     $ 81.68   $ 85.24  $ 88.00
===============================================================================

*Average property size: 210 rooms
<PAGE>

- -----------------------------------------------------------------
                            Location
- -----------------------------------------------------------------

Urban     Surburban      Airport        Highway        Resort

73.25%      73.6%        74.4%          71.3%          70.8%
 150         123          134            109            172     
$70.88     $58.55        $53.02         $49.40         $61.51

94.0%       95.3%        95.3%          96.1%          92.9%
  .0          .0           .0             .0             .0
  .0          .0           .0             .0             .0
  .0          .0           .0             .0             .0
 2.4         2.3          1.8            1.7            2.0
 1.4         1.2           .7             .6            1.3
 2.2         1.3          2.2            1.6            3.8
- -----------------------------------------------------------------
100.0%     100.0%       100.0%          100.0%        100.0%

 27.3%      25.4%        28.5%           25.9%         28.8%
   .0         .0           .0              .0            .0
132.0       68.3         74.3            88.3          86.4
  1.0         .8           .5              .4           1.4
- -----------------------------------------------------------------
29.3%      26.6%        29.0%           26.8%          29.9%
- -----------------------------------------------------------------
70.5%      70.4%        71.0%           73.2%          70.1%

 9.4%       9.6%         9.4%           9.7%           10.6%
 4.7        4.9          4.1            3.8             6.3
 1.3        2.2          1.7            1.6             1.4
 4.9        5.2          5.0            5.5             5.3
 5.0        5.0          4.3            5.6             5.1
- -----------------------------------------------------------------
25.8%     26.8%        24.5%            26.2%          28.7%

44.7%     46.6%        46.5%            47.0%          41.4%

 3.3%      3.2%         3.4%             2.7%           3.2%
- -----------------------------------------------------------------
41.4%     43.4%        43.1%            44.3%          38.2%

 3.9%      3.7%         4.1%             3.6%           2.1%
 1.1       1.0          1.0              1.1            1.2
  .7        .5           .2               .6             .6

- -----------------------------------------------------------------
36.1%     35.0%        37.8%           39.0%           34.3%

 7.4%     22.8%        18.2%           19.8%           20.6%

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

23.8%     21.1%        24.9%           24.5%           17.6%
=================================================================

 7.9%     13.7%        19.7%           18.7%           19.7%
  .0        .0           .0              .0              .0
  .0        .0           .0              .0              .0
 4.0        .4           .3              .4             5.6
  .3        .4           .0              .2              .4
 4.0       4.2          4.1             4.6             5.2
 1.9       1.5          1.9             1.6             3.0
 2.5       2.3          2.4             2.5             2.6
- -----------------------------------------------------------------
25.6      23.1         27.2%          26.9%           29.6%

- ---------------------------------------- ------------------------------------
             Price Catagory                            Size
- ---------------------------------------- ------------------------------------
                                            Under 75   75-125     Over 125
Upscale   Mid-Price   Economy   Budget        Rooms     Rooms       Rooms

 76.3%     72.4%       71.9%    69.1%         69.1%    68.4%        73.4%
  133       123         115      109           57       108          159
$74.44    $54.25     $47.67    $39.99        $52.05   $51.89       $61.05

 95.1%    95.0%        96.0%    96.3%         96.2%    95.8%        94.8%
   .0       .0           .0       .0            .0       .0           .0
   .0       .0           .0       .0            .0       .0           .0
   .0       .0           .0       .0            .0       .0           .0
  2.5      1.7          1.8      2.1           2.2      1.9          2.1
  1.6      1.0           .6       .5            .6       .8          1.2
   .8      2.3          1.6      1.1            .9      1.4          1.9
- ----------------------------------------------------------------------------  
100.0%   100.0%       100.0%   100.0%        100.0%   100.0%       100.0%

 23.5%    26.9%        26.6%    26.9%         26.2%    25.5%         6.7%
   .0       .0           .0       .0            .0       .0           .0
 73.8     68.4         91.2     92.9          83.1     83.0         75.2
  1.0       .8           .5       .3            .4       .5           .9
- ----------------------------------------------------------------------------
 25.2%    27.5%        27.7%    28.2%         27.5%    26.5%        27.8%
- ----------------------------------------------------------------------------
 74.8%    72.5%        72.3%    71.8%         72.5%    73.5%        72.2%

  9.2%     9.1%         9.8%    10.9%         13.1&     9.3%         9.1&
  5.7      4.2          3.8      3.6           3.7      4.4          4.6
  2.1      2.2          1.2      1.9           3.5      1.7          1.7
  4.5      4.8          5.4      7.2           6.3      5.2          5.1
  4.6      4.2          5.5      7.4           5.2      5.5          4.7
- ----------------------------------------------------------------------------
 26.1%    24.5%        25.8%    30.9%         31.8%    26.1%        25.2%

 48.7%    48.0%         6.5%     0.9%         40.7%    47.4%        47.0%

  2.8%     3.8%         2.6%     2.2%          3.4%     2.6%         3.5%

- ----------------------------------------------------------------------------
 45.9%    44.2%        43.9%    38.7%         37.3%    44.8%        43.5%

  3.4%     3.4%         3.9%     4.2%          3.7%     3.6%         3.9%
  1.0      1.1          1.0      1.1           1.5      1.0          1.0
   .2       .0           .5      1.2           1.5       .5           .4

- ----------------------------------------------------------------------------
 41.3%    39.3%        38.5%   32.2%          30.6%    39.7%        38.2%

 18.4%    21.7%        19.7%   22.0%          33.3%    18.2%        20.4%
- ----------------------------------------------------------------------------
 27.5%    22.5%        24.2%   16.7%           4.0%    26.6%        23.1%
============================================================================

 11.9%    18.1%        19.7%    20.8%         18.3%    17.4%        17.2%
   .0       .0           .0       .0            .0       .0           .0
   .0       .0           .0       .0            .0       .0           .0
   .3       .4          1.2       .0            .0       .3           .9
   .1       .1           .4       .7            .1       .1           .2
  3.8      4.0          4.8      4.8           4.9      4.3          4.2
  1.5      1.2          2.2      1.7            .3      1.7          2.0
  2.1      2.2          2.5      2.8           2.0      2.4          2.5
- ----------------------------------------------------------------------------
 18.8%    24.7%       28.8%     30.0%         24.9%    25.2%       25.2%

                                                                              27
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                           COMPETITIVE MOTEL SALES MAP

                                [GRAPHIC OMITTED]



- ----------------------------------
James Ratkovich & Associates, Inc.                                            89
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                             COMPETITIVE MOTEL NO. 1

                                    [PHOTO]

                             COMPETITIVE MOTEL NO. 2

                                    [PHOTO]

- ----------------------------------
James Ratkovich & Associates, Inc.                                            90
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                             COMPETITIVE MOTEL NO. 3

                                    [PHOTO]

                             COMPETITIVE MOTEL NO. 4

                                    [PHOTO]

- ----------------------------------
James Ratkovich & Associates, Inc.                                            91
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

INCOME APPROACH (Continued)

                           COMPETITIVE MARKET OVERVIEW

The subject property is located in a steadily developing area with strong
tourist interest, diversified economy and increasing population base. Tourism
and recreation are becoming increasing important in the growth and development
of the local area. The Astoria/Warrenton/Seaside area is the central focus for
Northern Oregon Coast tourism and as a transient location for regional tourism.
This area is also the commercial and service center for much of the Northern
Oregon Coast.

Tourism comprises the steadily growing section of the local economy as exhibited
by increasing room taxes. A recent survey compiled by the Clatsop County
Economic Development Council, revised August 1996, indicated that motel tax has
increased from $49,372 in 1993 to $171,782 in 1995. Astoria has experienced
relatively stable room taxes over the past five years, ranging from $225,500 to
$251,921.

It is also important to recognize that the area attractions have experienced
increased visitors over the past few years. Fort Stevens State Park, located in
Warrenton, shows annual visitors have increased from 948,776 in 1991, to 977,404
in 1995. The Fort Clatsop National Memorial in Astoria registers an average of
200,000 visitors per year. While most visitors and tourists arrive during the
summer months, the area is accessible on a year-around basis.

There are few competitive hotels/motels in the local area. The existing
inventory of hotels/motels in Astoria consists of older facilities constructed
over the past twenty to thirty years. The Bayshore Motor Inn has recently
completed 40 units in this limited-service facility. The following summarizes
the current room inventory in the vicinity:

         Name                   Rooms      Age         Comments
         ----                   -----      ---         --------
         Bayshore Motor Inn     76         New-7       Some view, poor access
         City Center            22         Older       No amenities
         Dunes Motel            41         Older       Some view, pool/spa
         Lamplighter            29         Older       Adjacent restaurant
         Red Lion Inn           124        15-20       Full-service
         Rivershore             43         Older       No amenities
         Crest Motel            40         Older       View, Jacuzzi
                                                  
As can be seen from the above table, there is virtually no competition in the
local area to the subject property. The subject is a full-service hotel facility
which can accommodate small meetings and provide the services required for
commercial, business, governmental, as well as tourist guests.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            92
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

INCOME APPROACH (Continued)

Analysis of these facilities indicates that typical occupancy is at its highest
during the summer months. The older motel facilities exhibit occupancy rates
ranging from 50% to 55% on an annual basis. The full-service Red Lion, and the
newer Bayshore Motor Inn indicate that occupancy is estimated in the 60% - 65%
range. A review of the actual occupancy of the subject property indicates a
stable 63% to 65% on an annual basis, with a daily average room rate increasing
from $65.37 in 1992 to $74.95 as of August 1996.

The Shilo Inn has 62 rooms, representing approximately 17% of the greater market
segment and approximately 30% of specific competitors. The subject property is
in excellent condition and has an on-site restaurant, with good access and
visibility from Highway 101. These factors set the subject apart and above the
competition. Because of these factors the subject property has enjoyed a
higher-than-average daily rate compared to other lodging facilities in this
segment of the market. This is supported by the actual increase in occupancy and
room revenue over the past several years.

In view of these factors, it is our conclusion that the subject property will
continue to maintain its place in the upper segment of the Warrenton/Astoria
lodging market. It is unlikely that additional development will compromise this
position, given the subject diversity of rooms, amenities, its location close to
Highway 101, proximity to Astoria, as well as area attractions.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            93
<PAGE>

- --------------------------------------------------------------------------------
- -------------------------------                    SHILO INN
# of Rooms              62                  1609 East Harbor Drive
- -------------------------------                  Warrenton. OR
- -------------------------------    ---------------------------------------
Building Area       40,030 sf      RECONSTRUCTED HISTORICAL OPERATING DATA
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                                   
                                     1993                            1994                          
===================================================================================================              
<S>                             <C>         <C>        <C>       <C>           <C>        <C>      
Occupancy Rate                      64.00%                           63.00%                        
Average Room Rate                   $71.43                           $72.63                        
- ---------------------------------------------------------------------------------------------------
REVENUES                                   % Total    Per Room                % Total    Per Room  
Room Rentals                    $1,025,435   92.7%     $16,539   $1,029,966     92.6%     $16,612  
Restaurant                          51,067    4.6%        $824       52,942      4.8%        $854  
Telephone                           21,904    2.0%        $353       21,170      1.9%        $341  
Other Income                         7,338    0.7%        $118        7,803      0.7%        $126  
- ---------------------------------------------------------------------------------------------------
Total Revenue                   $1,105,744  100.0%     $17,835   $1,111,881    100.0%     $17,934  

EXPENSES
Departmental Expenses
 Rooms Department                  175,671   15.9%      $2,833      202,422     18.2%      $3,265  
 Telephone                          12,198    1.1%        $197       11,988      1.1%        $193  

Undistributed Operating Expenses
 Administrative & General           44,353    4.0%        $715       40,746      3.7%        $657  
 Management                         55,212    5.0%        $891       55,387      5.0%        $893  
 Marketing                          19,449    1.8%        $314       24,344      2.3%        $409  
 Utilitites                         43,517    3.9%        $702       46,039      4.1%        $743  
 Property Operations & Maintenance  37,442    3.4%        $604       72,486      6.5%      $1,169  
 Miscellaneous                       2,231    0.2%         $36        2,385      0.2%         $38  

Fixed Charges
 Property Tax & License             6,912     0.6%        $111       18,970      1.7%        $306  
 Insurance                          6,140     0.6%         $99        5,187      0.5%         $84  

- ---------------------------------------------------------------------------------------------------
Total Expenses                   $403,125    36.5%      $6,502     $480,954     43.3%      $7,757  

NET OPERATING EXPENSES           $702,619    63.5%     $11,333     $630,927     56.7%     $10,176  

- ---------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

                                                                      Trailing 12
                                      1995                            Months 8/96
==========================================================================================================
<S>                                <C>           <C>        <C>       <C>           <C>        <C>    
Occupancy Rate                         64.00%                             63.00%
Average Room Rate                      $73.96                             $74.95
- ----------------------------------------------------------------------------------------------------------
REVENUES                                        % Total    Per Room                % Total    Per Room
Room Rentals                       $1,061,438     92.8%     $17,120   $1,054,535     92.8%     $17,009
Restaurant                             54,570      4.8%        $880       55,229      4.9%        $891
Telephone                              19,360      1.7%        $321       18,681      1.6%        $301
Other Income                            8,283      0.7%        $134        8,178      0.7%        $132
- ----------------------------------------------------------------------------------------------------------
Total Revenue                      $1,143,651    100.0%     $18,446   $1,136,623    100.0%     $18,333

EXPENSES
Departmental Expenses
 Rooms Department                     207,201     18.1%      $3,342      211,894     18.6%      $3,418
 Telephone                             11,665      1.0%        $188       11,853      1.0%        $191

Undistributed Operating Expenses
 Administrative & General              43,768      3.8%        $706       39,493      3.5%        $637
 Management                            56,877      5.0%        $917       56,502      5.0%        $911
 Marketing                             26,884      2.4%        $434       26,923      2.4%        $434
 Utilitites                            43,636      3.8%        $704       41,036      4.7%        $662
 Property Operations & Maintenance     65,995      5.8%      $1,064       53,208      4.7%        $858
 Miscellaneous                          2,027      0.2%         $33        2,328      0.2%         $38

Fixed Charges
 Property Tax & License                27,969      2.4%        $451       23,507      2.1%        $379
 Insurance                              5,340      0.5%         $91        5,656      0.5%         $91

- ----------------------------------------------------------------------------------------------------------
Total Expenses                       $491,362     43.0%      $7,925     $472,400     41.6%      $7,619

NET OPERATING EXPENSES               $652,289     57.0%     $10,521     $664,223     58.4%     $10,713

- ----------------------------------------------------------------------------------------------------------
</TABLE>
                                                                              94
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

INCOME APPROACH (Continued)

Occupancy and Room Revenue Estimates

The subject's reconstructed historical operating summary, as provided by the
Shilo Inn, is located on the previous page. Occupancy changed from 64 percent in
1993 to 63 percent in 1994, to 64 percent in 1995 and is 63 percent for the
trailing 12 months. Occupancy is very stable in the mid 60 percent range. The
average daily room rate has increased from $71.43 in 1993 to $74.95 in 1996. We
expect the subject property to maintain its operation within this range of the
market for the foreseeable future.

The Smith Travel Research report located in the addenda indicates that occupancy
market wide was 62.8 percent in 1993, 61.4 percent in 1994, 61.6 percent in 1995
and is achieving 65.4 percent in the first nine months of 1996. The average
daily rates have similarly remained stable from $53.44 in 1993 to $56.50 in
1996. These figures generally support the subject's historical operations.

Based on our analysis of the competitive market area and the subject's
operations, it is our opinion that the subject will achieve an occupancy rate of
65 percent in year one and for the duration of the analysis. An average daily
rate of $75.00 for year one, projected to increase at an annual rate of 3
percent per year.

Other Revenues

Other revenues include telephone income, estimated at 1.8 percent of room
revenues; restaurant lease revenue has historically been between 4.6 and 4.9
percent of room revenues. We projected it at 4.8 percent. Miscellaneous other
income, from vending machines and similar items, is estimated at 0.70 percent of
room revenues. The subject's history is the best indicator of these revenue.

EXPENSE ANALYSIS

In addition to the subject's actual historical operating data, previously
presented, we have reviewed expense data as reported in Trends by PKF
Consulting, and Star Travel Research which are both located in the addenda.

Departmental Expenses -Rooms

Room expenses include salaries, wages, payroll taxes and fringe benefits for
front desk staff and housekeeping personnel; general hotel expenses (excluding
franchise fees); guest room supplies; cleaning supplies; laundry, linen;
reservations/booking expenses; travel agent commissions; and numerous other
small expense categories. PKF industry standards indicate a range from $3,166 to
$3,950 per room. Star Research reports rooms department expenses to range from
$3,208 to $4,432. The subject's reconstructed historical data indicates a range
from $2,833 to $3,418 per room. The subject is operating at stable and
consistent levels which are below industry averages. We have projected $3,400
per room for departmental room expense which is at the subject's actual
historical performance. We believe that a typical buyer for the subject property
would a similar chain operation or even larger organization that can achieve the
same efficiencies that the current operations have demonstrated.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            95
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

INCOME APPROACH (Continued)

Telephone

Telephone expenses include monthly service charges, local and long distance
charges billed by the phone company. The subject property utilizes a discount
rate long distance provider which bills in six second increments, and offers
discounted long distance rates. Although the ratio of phone revenues to expenses
are in line with the industry standard at about 2:1, these operations comprise a
small percentage of revenue. We have utilized an expense ratio of 60 percent of
telephone revenues based on historical data.

UNDISTRIBUTED OPERATING EXPENSES

These expenses reflect the expenses and fixed overhead items which are not
attributable to any specific activity or profit center but are required to
maintain the going concern operation. These include Administrative and General
Expenses; Franchise Fees; Marketing and Guest Entertainment costs; Property
Operation and Maintenance Costs; Energy / Utility Costs and miscellaneous other
unallocated departmental costs.

Administrative and General

These expense items include: administrative staff salary/wages, payroll taxes
and benefits; bookkeeping and accounting; vehicle expenses; credit card
commissions; office supplies; printed materials; postage; professional and legal
fees; contract security; and owner/manager travel expenses, and bad debt
write-offs. PKF reveals that industry standards for administrative and general
expenses in the two property categories we compared the subject to ranged from
7.8% to 9.0%. Smith Travel indicates this expense to range from 9.1% to 9.4% for
the subject's categories. The subject expended between 3.5% and 4.0% for G&A
over the past four years. We conclude that the most subject's actual experience,
with some consideration to industry averages, is the best indicator of this
expense and have selected 4.0% for our projections.

Management Fees

The subject property is owner operated and the primary compensation paid to the
owner managers comes in the form of profit distributions. A portion of the
executive management compensation is also accounted for in Administrative
salary/wages which are also somewhat below industry averages by several
measures. A typical market derived management fee for an operation such as the
subject should run at least 3.0%-5.0% according to most reliable sources. PKF
industry standards indicate a range for management of 2.8% to 3.1%. Smith Travel
indicates 2.8% to 3.8% for management expense in the subject's categories. The
subject has a 5 percent internal accounting management fee. We have utilized a
management fee of 5.0 percent for our projections which is above industry
standards.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            96
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

INCOME APPROACH (Continued)

Franchise and Marketing Expense

Franchise and marketing expense includes charges for regional or national chain
affiliations or franchise, expenses for advertising, promotional literature and
activities. Historically the subject has expended between 1.8% to 2.4% for
advertising and there is no franchise fee since the subject is company owned.
PKF industry standards indicate advertising expense to range from 3.7% to 3.9%
and franchise fees to range from 0.9% to 1.9%. Smith Travel indicates 3.7% to
6.6% for advertising and 1.7% to 3.5% for franchise fees. Despite the current
level of the subject's expenditures, we used the industry standards for our
projections, since we look at typical owner requirements rather than Shilo's
actual corporate profile. We have utilized a rate of 3.0% for franchise and 5.0%
for marketing, for a total of 8%, based on our estimate of the appropriate costs
for the subject property to continue to perform at current levels.

Energy / Utility Costs

Expenses in the Energy/Utility category are highly consistent over the previous
four years of operation. We note that the Pacific Northwest has the lowest
energy costs of any region of the US because of the relative abundance of
hydroelectric power. The subject has expended between 3.6 to 4.1 percent in
utility expenses in the past four years. PKF industry standards indicate a range
from 3.9 to 5.0 percent and Smith Travel indicates a range from 4.8% to 6.3%. We
have utilized 3.8 percent for our analysis based on the subject's historical
data.

Property Operations and Maintenance

This category includes automotive maintenance; Building expenses; computer
equipment and software systems; Copy Machine/Fax machine maintenance;
maintenance contracts; grounds maintenance; painting and decorating; swimming
pool/spa maintenance contracts; TV repairs; tools and other miscellaneous
expenses. The subject has historically spent between 3.4 and 6.5 percent for
repairs and maintenance which includes capital improvements expenses,
particularly in the high years of 1994 and 1995. PKF industry standards indicate
a range from 4.5 to 6.2 percent and Smith Travel indicates 4.2% to 5.2% for this
item. We have utilized a rate of 5.0 percent based on the subject's most recent
historical data and industry standards.

FIXED CHARGES

Property Taxes

According to the county assessor, the subject's current property taxes are
$23,451. Taxes are based on six year cycle assessments with annual adjustments
by the assessor. A sale does not trigger a reassessment. We expect future
assessment increases to be in line with historical increases. Property taxes for
the subject property are estimated at $27,000 in our projections to account for
personal property taxes.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            97
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

INCOME APPROACH (Continued)

Property Casualty Insurance

Insurance has been consistent during the last four years between 0.5 and 0.6
percent of total revenue which is slightly below the 1.0% to 1.2% level
suggested by the industry standard data. A one year premium for fire and
extended coverage and liability has been estimated at 0.5 percent. Industry
averages are above the actual history of the subject but these are a general
indicator overall, highly dependent on location and negotiations. In the final
analysis we relied on the subject's history.

Replacement Reserves

The short-lived building components and equipment which require replacement and
for which a reserve account should be set up consist of roof covering, floor
covering, draperies, water heaters, air conditioning systems and other
mechanical systems servicing the buildings and other capital expenditures. Since
these expenses are bound to occur, we have accounted for this expense item as a
percentage of total revenue. Some of the replacement items are included in
normal maintenance, supplies and room expense items.

The International Society of Hospitality Consultants released a comprehensive
study in 1995 which examined historical industry-wide CapEx expenditures for the
10 year period from 1983 through 1993. The study, funded by 16 high profile
national and international hospitality management companies, lenders and hotel
operators concluded that the historical convention of reserving only 2%-3% of
gross revenues was inadequate for funding the actual capital outlays required to
maintain a property in a typically competitive market. They concluded that
capital expenditures for limited service properties averaged 3.7%.

They also noted that CapEx expenditures increased significantly as a hotel ages
with a spike every 7 to 9 years when major renovations of guest rooms and public
areas are required. They pointed out that properties in their survey data built
before 1981 averaged CapEx outlays of 9.6% of annual gross revenue. What this
clearly reveals is that historical reserves have been grossly underestimated and
have caused financial distress for both financiers and operators of hotel
properties. The bottom line of the study is that properties over 7 to 8 years
old, and certainly those over 10 years old will require reserves of roughly 2.5
times to 3.0 times the traditionally accepted reserve allowance. For upper-tier,
limited service properties and lower-tier, full service properties this will
equate to a total CapEx reserves of 4%-5% at a minimum, depending on age, method
of construction, historical occupancy/use levels and prior CapEx investment.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            98
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

INCOME APPROACH (Continued)

Capitalization Analysis

We have divided reserves charges into two categories: Furniture, Fixtures &
Equipment and Improvement Reserves. The furniture, fixtures and equipment used
in the operations of the subject property is charged at a rate of 3.0 percent of
total revenue based on industry standards and our estimate of the useful life of
the subject's FF&E. The improvements reserve for replacement expense is
estimated at 2.0 percent of total revenue.

Direct Capitalization: This technique employs the use of an overall rate. This
is an annual percentage rate that expresses the relationship between net
operating income and the present worth of the property. The term overall rate
reflects the fact that the rate incorporates capital appreciation or
depreciation along with a return on net income. The overall rate must represent
what informed, prudent and rational investors are requiring and obtaining for
similar, competitive properties in the current market.

Overall Rate Derivation / Direct Capitalization: The first estimate of value we
develop through the Income Approach is developed with the Direct Capitalization
Technique, which utilizes the overall capitalization rate. This is an aggregated
rate that expresses the relationship between a single year's stabilized net
operating income, and the present worth of the property. The term overall
capitalization rate, or simply, overall rate (OAR), indicates that the rate
encompasses all market derived return requirements including capital
appreciation or depreciation, a baseline return on net income, plus any risk
related return premiums dictated by the market's perception of the risk elements
attendant to ownership and operation. The overall rate should represent the
income to value ratio that typically informed, economically motivated, prudent
and rational investors would require and obtain, when investing in similar,
competitive properties in the current market.

Ideally, the market transactions referenced in the overall rate derivation
should be open market sales of regionally competitive hotel properties, with
generally similar income streams and expense ratios. The summary contained in
the Direct Comparison Approach indicates overall rates derived from only two of
the primary market comparable sales. A Supplemental Summary of Hotel Sales has
also been produced to show the overall rates indicated in a variety of other
hotel sales in a broader survey of the Pacific and Inland Northwest.

The sale of the Bellevue Hilton, which sold in August 1995, indicated an overall
rate of 9.00%. This was the lowest OAR and it could be regarded as anomalous,
relative to the other market indicators and investors surveys compiled by us. We
surmise that the price may have reflected substantial unrealized income
potential or operating economies not superficially obvious from the reported
data.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            99
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

INCOME APPROACH (Continued)

The balance of the supplemental sales suggested OAR's ranging from the low 10 to
high 11 percent except for Supplemental Sale No. 5, the Ameritel Inn, which
reported an OAR of 13.48% Although the price/unit appears to fall within the
range of the other surveyed transactions, the OAR of Sale No. 5 appears well
above the indicated range for a property of it's age, and apparent quality. We
are, therefore, disinclined to emphasize the OAR of this sale as an indicator
for the subject

Capitalization Analysis

National Investor Surveys compiled from a variety of respected industry sources
provide additional insight into investor expectations and underwriting
assumptions which may me relevant to the analysis of the subject. For reader
convenience we have compiled a survey of the surveys which is presented on the
following page. The Korpacz Real Estate Investor Survey, Third Quarter 1996,
indicates the average free and clear equity overall rate for hotel properties is
12.75 percent, as compared to 12.53 percent for the previous quarter and 12.79
percent a year ago.

According to the First Quarter 1996, National Investor Survey conducted by CB
Commercial, going in cap rates for Class A, Full Service Hotel properties ranged
between 8.00% and 12.00% and average 10.30%. Class B, Limited Service Hotels
ranged from 9.00% to 13.00% and averaged 11.30%. Our classification of the
subject as an upper tier Limited service, or lower tier full service hotel
suggests an OAR in the low 11% range.

According to the First Half 1996, Hotel Investment Outlook prepared by Landauer
Hospitality Services, going in cap rates for Class A, Full Service Hotel
properties ranged between 7.00% and 13.00% and averaged 9.75%. Class B, Limited
Service Hotels ranged from 10.00% to 14.00% and averaged 11.55%. Again, our
classification of the subject as an upper tier Limited service, or lower tier
full service hotel suggests an OAR in the low 11% range.

According to TransActions 1995 Recap, published by Hotel Motel Brokers of
America the Mountain Pacific Region had an average overall rate of 12.7 percent
for all hotels and ranged between 9.4 and 14.5 percent. These sales totaled 38
hotels with an average 66 units per hotel. They had an average occupancy of 55.2
% and an average daily rate of $42.68. which is lower than the subject's
operating levels. Nationally the rates ranged from 9.1% to 14.8%, and averaged
11.80% for all HMBA transactions. We observe that HMBA member brokers were
primarily involved in sales of individually owned properties and not the larger
institutional, and multi-property transactions included in the survey results
compiled by the national consulting firms. We think the HMBA transactions may
represent a slightly lower grade of properties than the subject property.

- ----------------------------------
James Ratkovich & Associates, Inc.                                           100
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

INCOME APPROACH (Continued)

Capitalization Analysis

PKF Consulting, one of the most respected names in the hospitality industry
identifies OAR's ranging from 8.00% to 11.30% for Class A properties and an
average of 10.88%. Class B properties range from 8.50% to 14.50%, averaging
11.76%. Their results are consistent with the other industry consultants cited.

OAR Conclusion / Indication of Value

In attempting to select an appropriate OAR for the direct capitalization value
     work up for the subject we have considered the following:

*    The subject property is a middle tier, limited-service property defined by
     its franchise flag and has a high level and quality of operations and other
     guest amenities relative to its competitive market.

*    The subject property is a 6 years old hotel with good appeal and superior,
     stable operations.

*    The current competitive position of the subject in its market area is
     fairly strong in its niche as new competition will likely be impeded by
     development costs and restrictive market conditions for new development.

Based on these factors, our Direct Sales Comparison Analyses and our survey of
hospitality industry consultants, we conclude that the appropriate OAR for
developing a value estimate for the subject property through the Direct
Capitalization Technique is 11.00%. Dividing the projected stabilized Net
Operating Income by the selected OAR yields an indication of fee simple value
for the going concern operation, as of the current appraisal date in the amount
of:

                                   $5,288,642
                                   ==========

Yield Capitalization / Discounted Cash Flow Analysis

A discounted cash flow analysis has been made on the premise that the value of
the subject property is represented by the present worth of the anticipated
future net income stream. The projected income stream is based on an analysis of
the quality, as well as the quantity and duration, of the income expectancy.
This income stream is discounted to present value using a discount factor and
then added to the present worth of the property reversion. The property
reversion is calculated by capitalizing the net income from the property into an
indication of value using a capitalization rate extracted from the general
market data of similar properties. This value is then discounted to present
worth.

- ----------------------------------
James Ratkovich & Associates, Inc.                                           101
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

In this analysis, we utilize a ten-year discounted cash flow projection which
represents the underwriting convention of the industry. Although we have not
profiled specific survey results we note that the average holding period for
hotel investments, according to at least two national consultants ranges from 6
to 10 years. One source referenced a 6.27 year average holding period in 1995
while the other referenced a 7.1 year average holding period. Ten to eleven
years, the period covered in our analyses, probably represents the outer limits
of what most investors reasonably anticipate as an investment holding period
since profit taking (dispositions) and normal business cycles seem to occur in
rolling five to seven year intervals.

Revenue and Expense Growth Rate

The survey results are self explanatory. We note that the emerging trend among
analysts and underwriters is a very thin but widening margin between income and
expense growth rates, with revenues leading. As this margin widens the positive
impact on value indications becomes geometric, and we think unreliable. As of
the date of this writing, one market watcher suggests that a rate differential
of 12 to 15 basis points represents the current market thinking. We think such
an assumption may be plausible during the early phases of an industry or
national economic recovery when revenue gains do generally exceed expense growth
rates by meaningful margins. Our perception is that strong industry performance
during the last two plus years will breed new competition placing downward
pressure on revenue growth. Nevertheless, industry vendors, subcontractors and
county tax assessors, not wanting to miss out on the "good times" should
continue with healthy price and assessment increases over the next couple years.
We think it prudent, therefore, to project both revenue and expense growth at
the same levels over the long haul. The survey results lead us to conclude on
annual growth factors of 3.00% for both revenue and expenses.

Terminal Capitalization Rate

Our rate selection is based on the survey results previously presented and our
perceptions of the subject property and its competitive position in the local
market. The survey results suggest that terminal capitalization rates generally
exceed the going in rates by 25 to 100 basis points. Utilizing moderate growth
rate assumptions, CapEx reserves, and moderately conservative discount rates (to
be discussed next) leads us to select a terminal cap rate 100 basis points above
the going in rate, or 12.00%.

- ----------------------------------
James Ratkovich & Associates, Inc.                                           102
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

INCOME APPROACH (Continued)
Yield Capitalization / Discounted Cash Flow Analysis

Discount Rate Selection

The discount rate we utilized reflects the long term yield expectations of hotel
market investors, relative to other alternative investment opportunities in the
real estate markets available today. It also reflects current financial market
conditions and the perceived risk, quality and duration of the income stream
anticipated from each prospective investment. The yield rate used in the
Discounted Cash Flow Analysis is anticipatory rather than historical in its
reference point. The rate should consider all benefits and risks attendant to
the ownership and operation of that particular class of income property, and may
also anticipate tax considerations and leveraging issues that non-realty
investments do not. The appropriate rate is that minimum rate that the
individual, institutional or real estate investor considers a minimal acceptable
return on investment over the particular projection period analyzed. It may be
regarded as a hurdle rate, below which, the typical market investor would not
find sufficient returns to justify the investment, given the risks and
responsibilities attendant to that investment.

We have utilized two means of identifying an appropriate discount rate for the
subject property analyses. These are:

*    Survey of investors' acceptable yield rates

*    Capital market returns analysis plus risk rate

The National Investor Surveys previously referenced summarize the return
expectations of institutional and individual investors as they have been
compiled by five of the hospitality industry's most familiar and respected
consultants. Altogether they reveal a typical range of discount rates from 10.0%
to 20.0% with a convergent grouping of averages and medians clustered between
14.00% and 15.00%.

Built up Yield Rates can provide another indication of investors' motivations
and expectations regarding long term equity returns. These may be developed or
"built up" from the bond markets and other long term capital markets. However,
the quality and durability of a real estate income stream, and the marketability
of real property is generally considered less reliable (predictable) than other
capital market investments. Investors may purchase relatively risk free treasury
funds and sell them almost immediately when he or she chooses. Investments in
real estate require additional risk based yield premiums to compensate for their
additional risks and illiquidity. Therefore, one simple technique for estimating
the appropriate yield rate for real estate in general, and hotels specifically,
is to explore the yield relationships between relatively "risk free" investments
and real estate investments.

- ----------------------------------
James Ratkovich & Associates, Inc.                                           103
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

INCOME APPROACH (Continued)
Yield Capitalization / Discounted Cash Flow Analysis

According to a market yield rate survey conducted by Real Estate Research
Corporation, the difference in yield rates between real estate and other
selected capital market investments over the last four quarters ranged from 2.4
percent to 5.6 percent. These differences may be regarded as market perceptions
the additional risks and illiquidity premiums required of real estate
investments in general. Comparing yield rates on investment grade real estate to
hotel investments reveals an additional yield rate differential of 1.00% to
3.00% which investors require of management intensive real estate such as
hotels. Hotels are actually much more than real estate operations. They are in
fact going concern business operations which are real estate intensive. The
additional management expertise and risks attendant to such enterprises dictates
another level of yield compensation. The following table shows some recently
published yields on bonds, which are an indication of long term investor's
pre-tax "safe rate" equity yield requirements:

                          Yields on Selected Securities

- --------------------------------------------------------------------------------
     Period      Aaa Bonds   Baa Bonds  Treasury Securities  Treasury Securities
                                            (Long Term)          (Five Year)
- --------------------------------------------------------------------------------
   March 1995      8.12%       8.70%           7.45%                7.05%
- --------------------------------------------------------------------------------
 September 1995    7.32%       7.93%           6.55%                6.00%
- --------------------------------------------------------------------------------
   April 1996      6.80%       7.47%           6.05%                5.36%
- --------------------------------------------------------------------------------
    Average        7.41%       8.03%           6.68%                6.14%
- --------------------------------------------------------------------------------

Based on the stability of the revenues and potential marketability of the
subject as discussed previously, the discount rate could be reflected as
follows:

         "Risk Free" Capital Market Return Rate:              8.00% +/-
         Real Estate Risk and Illiquidity Premium:            4.00% +/-
         Hotel-Going Concern Risk based premium:              1.00% +/-
                                                              ---------

         Total Return Expectation-Going Concern Hotels:       13.00% +/-

Based on the National Investor Surveys, the capital market risk based premium
rationale, and the specific characteristics of the subject property previously
enumerated we conclude the appropriate yield rate (IRR) to be utilized in the 10
year DCF is 13.00%.

- ----------------------------------
James Ratkovich & Associates, Inc.                                           104
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

INCOME APPROACH (Continued)
Yield Capitalization / Discounted Cash Flow Analysis

Net Reversionary Value

The last component we must consider in the long term discounted DCF analysis is
the net reversionary interest in the property. The yield analysis explicitly
assumes full capital recovery at the end of the holding period, which is another
way of saying the sale or disposition of the property. Calculating a net
reversionary value is accomplished through a simple direct capitalization
technique utilizing the projected Year 11 NOI, and an appropriate terminal
capitalization rate. From the direct capitalization value indication we deduct
estimated selling costs, which will include brokers commissions, title costs,
legal costs and escrow fees. This net reversionary value is included in the Year
10 cash flow projections and is identified as the NOI + Reversion in the 10 Year
DCF spreadsheet on the following page.

Discounting the projected operational cash flows plus net reversionary value in
Year 10, by the appropriate yield rate produces an indication of Net Present
Value (NPV) in the amount of:

                                   $5,337,680
                                   ==========

Correlation of Value Indications

The discounted cash flow schedule is located on the following page which
contains the income, expenses, discounting, reversion and direct capitalization.
We have given both indication relatively similar weight. The indicated values
and conclusion of value, of the leasehold estate, via the Income Approach are
summarized below:

             Direct Capitalization - Fiscal 1997 Income - $5,288,642

                   Discounted Cash Flow Analysis - $5,337,680

                               Rounded $5,300,000
                                       ==========

- ----------------------------------
James Ratkovich & Associates, Inc.                                           105
<PAGE>

                                             
                                             SHILO INN
# of Rooms            62                     1609 East Harbor Drive
Growth Rate         3.0%                     Warrenton OR

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
                                             % Total         1           2           3           4           5           6      
Fiscal Year (12 To 11/30)                    Revenue        1997        1998        1999        2000        2001        2002    
================================================================================================================================
<S>                                         <C>         <C>         <C>         <C>         <C>         <C>         <C>         
Room Nights Available                                       22,630      22,630      22,630      22,630      22,630      22,630  
Number of Occupied Rooms                                    14,710      14,710      14,710      14,710      14,710      14,710  
Occupancy Rate                                              65.00%      65.00%      65.00%      65.00%      65.00%      65.00%  
Average Room Rate                                           $75.00      $77.25      $79.57      $81.95      $84.41      $86.95  
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                
REVENUES                                                                                                                        
Room Rentals                                92.88%      $1,103,213  $1,136,309  $1,170,398  $1,205,510  $1,241,675  $1,278,926  
Telephone                                    1.80%          19,858      20,454      21,067      21,699      22,350      23,021  
Restaurant Revenue                           4.80%          57,015      58,725      60,487      62,302      64,171      66,096  
Other Income                                 0.70%           7,722       7,954       8,193       8,439       8,692       8,952  
                                          --------------------------------------------------------------------------------------
Total Revenue                              100.00%      $1,187,808  $1,223,442  $1,260,145  $1,297,949  $1,376,888  $1,336,995  
                                          
EXPENSES                                  
Departmental Expenses                     
 Rooms ($/room/year)                        $3,400         210,800     217,124     223,638     230,347     237,257     244,375  
 Telephone (% of Departmetnal Income          60.0%         11,915      12,272      12,640      13,020      13,410      13,812  
                                        ----------------------------------------------------------------------------------------
                                              18.8%       $222,715    $229,396    $236,271    $243,366    $250,667    $258,187  
Undistributed Operating Expenses
 Administrative & General                      4.0%         47,512      48,938      50,406      51,918      53,476      55,080  
 Management                                    5.0%         59,390      61,172      63,007      64,897      66,844      68,850  
 Furniture, Fixtures & Equipment Reserves      3.0%         35,364      36,703      37,804      38,938      40,107      41,310  
 Franchise & Marketing                         8.0%         95,025      97,875     100,812     103,836     106,951     110,160  
 Utilities                                     3.8%         45,137      46,491      47,886      49,322      50,802      52,326  
 Property Operations & Maintenance             3.5%         41,573      42,820      44,105      45,428      46,791      48,195  
 Miscellaneous                                 0.2%          2,376       2,447       2,520       2,596       2,674       2,754  
                                        ----------------------------------------------------------------------------------------
Total Undistributed Expenses                  27.3%       $326,647    $336,446    $346,540    $356,936    $367,644    $378,673  

Total Expenses Before Fixed Charges           46.1%       $549,362    $565,843    $582,818    $608,302    $618,312    $636,861  
Income Before Fixed Charges                   53.9%       $638,446    $657,599    $677,327    $697,647    $718,576    $740,134  

Fixed Charges
 Property Tax & License                        2.3%         27,000      27,810      28,644      29,504      30,389      31,300  
 Insurance                                    0.50%          5,939       6,117       6,301       6,490       6,684       6,885  
Buildings Reserve for Replacement              2.0%         23,756      24,469      25,203      25,959      26,738      27,540  
                                        ----------------------------------------------------------------------------------------
Total Fixed Charges                            4.8%        $56,695     $58,396     $60,148     $61,952     $63,811     $65,725  

NET OPERATING INCOME
Present Value of Income Stream                             514,824     469,264     427,736     389,883     355,380     323,931  
 Discounted at                               13.00%                    
Total Present Value of Income Stream                                $3,514,343
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
                                                 7           8           9          10          11  
Fiscal Year (12 To 11/30)                      2003        2004        2005        2006        2007 
======================================================================================================
<S>                                       <C>         <C>         <C>         <C>         <C>       
Room Nights Available                         22,630      22,630      22,630      22,630      22,630
Number of Occupied Rooms                      14,710      14,710      14,710      14,710      14,710
Occupancy Rate                                65.00%      65.00%      65.00%      65.00%      65.00%
Average Room Rate                             $89.95      $92.24      $95.01      $97.86     $100.79
- ------------------------------------------------------------------------------------------------------
                                                                                          
REVENUES                                                                                  
Room Rentals                              $1,317,293  $1,356,812  $1,397,517  $1,439,442  $1,482,625
Telephone                                     23,711      24,423      25,155      25,910      26,687
Restaurant Revenue                            68,079      70,121      72,225      74,391      76,623
Other Income                                   9,221       9,498       9,783      10,076      10,378
                                        --------------------------------------------------------------
Total Revenue                             $1,418,304  $1,460,853  $1,504,679  $1,549,819  $1,596,314
                                        
EXPENSES                                
Departmental Expenses                   
 Rooms ($/room/year)                         251,706    259,257      267,035     275,046     283,298
 Telephone (% of Departmetnal Income          14,227     14,654       15,093      15,546      16,012
                                        ------------------------------------------------------------
                                            $265,933    $273,911    $282,128    $290,592    $299,310
Undistributed Operating Expenses
 Administrative & General                     56,732      58,434      60,187      61,993      63,853
 Management                                   70,915      73,034      75,234      77,491      79,816
 Furniture, Fixtures & Equipment Reserves     42,549      43,826      45,140      46,495      47,889
 Franchise & Marketing                       113,464     116,868     120,374     123,986     127,705
 Utilities                                    53,896      55,512      57,178      58,893      60,660
 Property Operations & Maintenance            49,641      51,130      52,664      54,244      55,871
 Miscellaneous                                 2,837       2,922       3,009       3,100       3,193
                                        ------------------------------------------------------------
Total Undistributed Expenses                $390,034    $401,735    $413,787     $426,200   $438,986

Total Expenses Before Fixed Charges         $655,957    $675,646    $695,915     $716,793   $738,296
Income Before Fixed Charges                 $762,338    $785,208    $808,764     $833,027   $858,018

Fixed Charges
 Property Tax & License                       32,239      33,207      34,203       35,229     36,286
 Insurance                                     7,092       7,304       7,523        7,749      7,982
Buildings Reserve for Replacement             28,366      29,217      30,094       30,996     31,926
                                        ------------------------------------------------------------
Total Fixed Charges                          $67,697     $69,728     $71,820      $73,974    $76,194

NET OPERATING INCOME                        $694,641    $715,480    $736,944     $759,053   $781,824
Present Value of Income Stream               295,264     269,135     245,318      223,608       
 Discounted at                          
Total Present Value of Income Stream    
</TABLE>


REVERSION ANALYSIS
- ------------------------------------
 Eleventh Year Income                                   $781,824
 Reversion Capitalized @                                  12.00%
 Reversion                                            $6,515,201
 Less Sales Expense                                         5.0%             
 Net Reversion                                         6,189,441             
 Discount rate                                            13.00%  

                                                       $1,823,337
                                                       ----------

TOTAL PRESENT VALUE                                    $5,337,680
                                                                               
Concluded Value via Income Approach                    $5,300,000  $85,484 /Room
                                                       ==========

                    DIRECT CAPITALIZATION     
               ********************************
               Net Operating Income  $  581,751
                  (1997)
               Overall Rate              11.00%
                                     ----------
                                     
               Indicated Value       $5,288,642


                                                                             106
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                          RECONCILIATION AND CONCLUSION

         Cost Approach                                  $4,740,000
         Market Approach                                $5,000,000
         Income Approach                                $5,300,000

The approaches have various degrees of applicability depending on the
circumstances. The Cost Approach is usually relied upon when the improvements
are new, or nearly new and are fully utilized for their designed intent. The
Income Approach indicates the amount at which a prudent investor would pay for
the property. The Direct Comparison Approach reflects actual prices paid for
similar properties reduced to a unit of comparison.

The variance between the approaches does not invalidate any of them and is
expected since each approach reflects the differing attitudes and motivations of
the various sectors of the real estate market.

In this analysis, the Cost Approach is given the least weight due to its
limitations in being able to accurately reflect current market conditions, and
going concern elements of value. These conditions are directly related to the
income generating ability of the subject, which is best analyzed within the
Income Approach. The Cost Approach may therefore represent the least reliable
data source, and the method least likely to be referenced by the typical
investor. However, it would be of interest to anyone exploring the feasibility
of developing new facilities. Here their principal concern is whether functional
properties can be acquired for less than their current replacement cost. If the
answer were "yes", the decision to acquire rather than build should result.

The Sales Comparison Approach is based upon the principle of substitution. It is
based on the premise that an informed investor will pay no more than the cost to
acquire a similar, competitive property with the same utility as the subject. In
this analysis, numerous sales of comparable properties were surveyed and
analyzed and adjusted to compare to the subject. The strength of this approach
is that it is the purest reflection of market intentions with regard to the
subject. It's weakness is that it is the most difficult of all approaches to
verify and quantify since appraisers rarely have access to complete financial
and transactional records for sale comparables. Properly allocating value to
real estate, FF&E and other business components and verifying the actual and
projected operating revenues and expenses are several of the challenges
appraisers face. Developing market supported quantitative and qualitative
adjustment factors is also extremely problematic. Therefore, individual
interpretations of reported sale data can be somewhat varied which tends to make
value indications developed through this approach highly subjective. While data
reliability can be rather poor in some instances, this approach is generally
utilized by market participants for developing reasonable bracketing of value
and key benchmark ratios which are utilized in the primary valuation approach,
The Income Approach.

- ----------------------------------
James Ratkovich & Associates, Inc.                                           107
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

RECONCILIATION AND CONCLUSIONS (Continued)

The Income Approach is the primary approach utilized in estimating the value of
the subject. It has the benefit of generally being the most reliable approach,
since operating projections are developed from the detailed records of the
owners. It also is the approach given the most weight by knowledgeable market.

Participants who base the bulk of their investment decision making on projected
return analyses. Value estimates are developed through detailed economic data
including occupancy levels and ADR's through application of direct
capitalization rates and discount rates. Numerous well respected consultants and
industry leaders perform research and publish data which aids the appraiser in
formulating opinions of value. Clearly, the Income Approach is the most reliable
and verifiable of the three approaches and is also the de facto standard
utilized by all knowledgeable market participants. Therefore, the value
conclusions presented herein place the greatest weight on the indications of
value developed through the Income Approach.

Based on the foregoing analysis, the opinion has been formed by the appraisers
that the market value of the subject hotel property, as a going concern with all
furniture fixtures and equipment, subject to the limiting conditions included in
this report, as of December 1, 1996, of the Fee Simple Estate, As Is, was:

                                   $5,300,000
                                   ==========

                      (Including Value of FF&E - $217,000)

- ----------------------------------
James Ratkovich & Associates, Inc.                                           108
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                                  CERTIFICATION

The undersigned appraisers hereby certify that, to the best of their knowledge
and belief:

The statements of fact contained in this report are true and correct.

The reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions, and are our personal, unbiased
professional analyses, opinions, and conclusions.

We have no present or prospective interest in the property that is the subject
of this report, and have no personal interest or bias with respect to the
parties involved.

Our compensation is not contingent on an action or event resulting from the
analyses, opinions, or conclusions in, or the use of, this report.

Our analyses, opinions, and conclusions were developed, and this report has been
prepared, in conformity with the Uniform Standards of Professional Appraisal
Practice.

We have made a personal inspection of the property that is the subject of this
report, unless specifically stated otherwise.

In addition to the undersigned Mr. Herald Haskell, MAI performed the original
field inspection, site, improvements, area and competitive market analysis and
land valuation.

The reported analyses, opinions and conclusions were developed, and this report
has been prepared, in conformity with the requirements of the Code of
Professional Practice of the Appraisal Institute.

The use of this report is subject to the requirements of the Appraisal Institute
relating to review by its duly authorized representatives.

This appraisal assignment was not based on a requested minimum value, a specific
value or the approval of a loan.

As of the date of this report, M. Hammad has completed the requirements of the
continuing education program of the Appraisal Institute.

/S/ M. Hammad

M. Hammad, MAI
Certified General Appraiser
CA No. AG002849
OR No. TNR0314

- ----------------------------------
James Ratkovich & Associates, Inc.                                           109
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                           STATEMENT OF QUALIFICATIONS
                                  M HAMMAD, MAI

PROFESSIONAL AFFILIATIONS

    MAI, Member Appraisal Institute #10,868
    GAA, General Accredited Appraiser, National Association of Realtors
    Member San Fernando Valley Board of Realtors

EXPERT WITNESS

Qualified as expert witness before Los Angeles County and Orange County Superior
Courts and US Federal Bankruptcy Court and American Arbitration Association.

EDUCATION

University of California, Los Angeles (UCLA)
BA in Economics - 1977

LICENSES

    Certified General Appraiser, California
    #AG002849, Expires 2/1/97
    Real Estate Broker, State of California

PROFESSIONAL HISTORY

HAMMAD & ASSOCIATES, INC.  Studio City, CA                   1988 to Present
President
    Principal of real estate appraisal and consulting firm in commercial,
    industrial and income producing residential properties.

MARSHALL & STEVENS, Los Angeles, CA                          1986 to 1988
Director of Real Estate Valuation
    Manager and director of real estate appraisal group specializing in the
    appraisal of commercial and industrial real estate for large investors,
    corporations and major financial institutions.

WELLS FARGO REALTY ADVISORS, Marina Del Rey, CA              1985 to 1986
Assistant Vice President
    Appraisal officer specializing in appraisal of major properties for
    portfolio analysis, proposed joint venture developments and financing.

LAVENTHOL & HORWATH, Los Angeles, CA                         1984 to 1985
Associate Appraiser
    Assisted the National Director of Valuations in developing a new appraisal
    practice that specialized in hotel and motel valuation, mixed use and
    commercial real estate appraisal and feasibility analysis.

- ----------------------------------
James Ratkovich & Associates, Inc.                                           110
<PAGE>

                        QUALIFICATIONS OF THE APPRAISER

                              HERALD S. HASKELL, MAI

Herald S. Haskell is an independent real estate appraiser/analyst with offices
located in Salem, Oregon. He began his real estate appraisal career with
American Federal Savings, in 1973, where he last held the position of Chief
Appraiser. During his twelve year tenure with this Salem, Oregon firm, he
supervised appraisal department personnel and operations, reviewed appraisals
from staff and outside appraisers, analyzed secondary market loan security,
appraised various types of real estate, and analyzed feasibility of major
investments. He accepted the position of Vice President and Assistant Manager of
the Los Angeles office of BA Appraisals Inc., in January, 1986. BA Appraisals,
Inc., a subsidiary of BankAmerica Company, was purchased by Arthur D. Little
Valuation, Inc., in September, 1986. In March, 1987, he opened an independent
real estate appraisal office in Monrovia, California, prior to moving back to
Salem, Oregon.

During the course of his real estate career, he has appraised various types of
residential and income producing properties throughout the United States,
primarily the Western Region. Mr. Haskell has instructed Real Estate Principles
and Real Estate Appraisal courses at Chemeketa Community College, as well as,
SREA Chapter sponsored seminars and workshops.

PROFESSIONAL AFFILIATIONS AND MEMBERSHIPS

The Appraisal Institute, 
     MAI (Member, Appraisal Institute) Certificate No. 6118, 1980 
     SRPA (Senior Real Property Appraiser) 1978 
President, SREA Chapter 85, 1980-81 
Delegate, Young Advisory Council, Society of Real Estate Appraisers
Certified Real Estate Appraiser - Oregon (No. COOOOlO) Current license expires
8/31/97 

APPRAISAL ASSIGNMENTS

Mr. Haskell has a wide variety of appraisal experience. This experience and
expertise is primarily in the residential, commercial and industrial areas, as
well as special purpose properties. He has appraised numerous complex properties
in these categories for financing, condemnation and various other purposes. He
has obtained significant experience over the past decade in appraising hotels
and motels. These properties have ranged in size from small local motels to
destination resorts, with ownership ranging from local operators to large
regional and national franchises. The larger destination resort-type facilities
have been valued in multiple millions of dollars. Mr. Haskell's appraisals have
been utilized for underwriting conventional loans, issuing development bonds,
offer and sale negotiations, listing property for sale, just compensation, and
various other purposes. He has qualified as an expert witness in Oregon courts.
A partial list of property types in which he is experienced in appraising is
located on the following page.
<PAGE>

QUALIFICATIONS OF HERALD S. HASKELL, MAI (continued)


Mr. Haskell is experienced in appraising/consulting and preparing reports on the
following:

Residential                                                       Hotels/Motels
Apartments                                                    Postal Facilities
Condominiums                                                Leasehold Interests
Subdivisions                                                  Retail Facilities
Mobile Home Parks                                              Office Buildings
Industrial                                                          Vacant Land
Golf Courses                                                   Shopping Centers
Special Purpose Properties                                             Churches
Feasibility Studies                               Highest and Best Use Analyses
Restaurants                                                      Market Studies


PARTIAL LIST OF CLIENTS

First Interstate Mortgage           Resolution Trust Corporation
First Interstate Bank               U.S. Bancorp Mortgage Corp.
Key Bank of Oregon                  The Bank of Newport
First Security Bank                 The Commercial Bank
Washington Mutual Savings           KeyCorp Mortgage
Federal Deposit Insurance Corp.     State of Oregon
Bank of Salem                       Pioneer Trust Bank
Centennial Bank                     1st Federal Savings of McMinnville
Western Bank                        Evergreen International Aviation
Douglas National Bank               Citizens Valley Bank
West Coast Bancorp                  West Coast Trust
Bank of America                     West One Bank
The Bank of Tokyo, Ltd.             Citizens Bank
Valley Community Hospital           Various individuals

Mr. Haskell's client base centers around real estate lending institutions. While
he is experienced in condemnation work for governmental agencies, market value
estimates for individuals and local governments, as well as providing reports
and testimony for attorney's and courts, his primary clients are lenders. His
more than twelve years experience as an employee of lending institutions has
provided him with a solid understanding of federal regulations, underwriting
requirements and other considerations. He has been a regular consultant at the
board level regarding property values. He maintains a knowledge of current
regulations and requirements set forth by federal regulators.
<PAGE>

EDUCATION

The following is a partial listing of Mr. Haskell's education history. After
service in the U.S. Army, with tours in Germany and Viet Nam, Mr. Haskell
attended college, receiving G.I. Bill benefits, while providing for and raising
a young family. He maintained a 4.0 GPA while studying for the A.S. degree in
Real Estate. Upon completion of this program he entered the professional
designation programs of the Society of Real Estate Appraisers and the American
Institute of Real Estate Appraisers. He met the college degree requirements of
the Appraisal Institute by taking additional course work, passing exams and
review by the Education Committee. 

Education has been on-going throughout his appraisal career. The following is a
partial list of coursework and education programs completed:

     - Associate in Science, Real Estate Technology, Chemeketa Community College
     Salem, Oregon

     - Course 101, Society of Real Estate Appraisers, "Introduction To Real
     Property Valuation".

     - Course 201, Society of Real Estate Appraisers, "Appraising Income
     Property".

     - Course VIII, American Institute of Real Estate Appraisers, "Appraising
     Residential Property"

     - Course IX, American Institute of Real Estate Appraisers, "Appraisal
     Administration and Review".
                    
     - Course II, American Institute of Real Estate Appraisers, "Case Studies in
     Urban Property".
           
     - "Real Estate Investment Analysis" American Institute of Real Estate
     Appraisers.

     - "Standards of Professional Practice" American Institute of Real Estate
     Appraisers.

     - "FHLBB Memo R41(c) Seminar" Society of Real Estate Appraisers.

     - "Advanced Lotus 1-2-3 Workshop" American Institute of Real Estate
     Appraisers.

     - "Retail Property Seminar" American Institute of Real Estate Appraisers.

     - "UCIR Form Report Seminar" American Institute of Real Estate Appraisers.

     - "Subdivision Analysis" Society of Real Estate Appraisers.

     - "Highest and Best Use-Feasibility Analysis For Non-Residential
     Properties" American Institute of Real Estate Appraisers.
                 
     - "Appraisal Review" Society of Real Estate Appraisers.

     - "Fair Lending and the Appraiser" The Appraisal Institute, December, 1993

     - "Legal Liability of Appraisers" Portland Community College, November,
     1993

     - "Understanding Limited Appraisals and Reporting Options" The Appraisal
     Institute, July, 1994

     - "Uniform Standards of Professional Appraisal Practice, Parts A & B"
     American Institute of Real Estate Appraisers April, 1991; Part A - April,
     1995.

     - Various seminars, workshops and courses on an on-going basis. Mr
     Haskell is currently certified through the continuing education program
     of the Appraisal Institute.
<PAGE>

1609 East Harbor Drive, Warrenton, OR
- -------------------------------------

                                    ADDENDA

- ----------------------------------
James Ratkovich & Associates, Inc.                                           
<PAGE>

     THIS INDENTURE OF LEASE, made and entered into this 24th day of
April 1990, by and between Mark S. Hemstreet - Shilo Inn
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
hereinafter called the lessor, and Warrenton Restaurant Corporation
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------, hereinafter called the lessee,

     WITNESSETH: In consideration of the covenants, agreements and stipulations
herein contained on the part of the lessee to be paid, kept and faithfully
performed, the lessor does hereby lease, demise and let unto the said lessee
those certain premises, as is, situated in the City of Warrenton, County
of Clatsop and State of Oregon, known and described as follows:

     Restaurant, lounge, kitchen, banquet, office areas, meeting rooms, room
     service to guest rooms, fixed equipment, large equipment located at Shilo
     Inn - 1605 E. Harbordrive - Warrenton, Oregon 97146.

     To Have and to Hold the said described premises unto the said lessee for a
period of time commencing with the 1st day of July, l990, and ending at
midnight on the 30th day of June 2000, at and for a rental of         .

See Exhibit "A" attached hereto and incorporated herein.

     In consideration of the leasing of said premises and of the mutual
agreements herein contained, each party hereto does hereby expressly covenant
and agree to and with the other, as follows:
<PAGE>

LESSER'S     (1) The lessee accepts said letting and agrees to pay to the     
ACCEPTANCE   order of the lessor the rentals above stated for the full term of
OF LEASE     this lease, in advance, at the times and in the manner aforesaid.

USE OF        (2a) The lessee shall use said demised premises during the term 
PREMISES      of this lease for the conduct of the following business:        
              
     Restaurant, lounge, kitchen, banquet, office areas, meeting rooms, room
service to guest rooms, fixed equipment, large equipment located at Shilo Inn
and for no other purpose whatsoever without lessor's written consent.

     (2b) The lessee will not make any unlawful, improper or offensive use of
said premises; he will not suffer any strip or waste thereof; he will not permit
any objectionable noise or order to escape or to be emitted from said premises
or do anything or permit anything to be done upon or about said premises in any
way tending to create a nuisance; he will not sell or permit to be sold any
spiritous, vinous or malt liquors on said premises, excepting such as lessee may
be licensed by law to sell and as may be herein expressly permitted; nor will he
sell or permit to be sold any controlled substance on or about said premises.

     (2c) The lessee will not allow the leased premises at any time to fall into
such a state of repair or disorder as to increase the fire hazard thereon; he
shall not install any power machinery on said premises except under the
supervision and with written consent of the lessor; he shall not store gasoline
or other highly combustible materials on said premises at any time; he will not
use said premises in such a way or for such a purpose that the fire insurance
rate on the building in which said premises are located is thereby increased or
that would prevent the lessor from taking advantage of any rulings of any agency
of the state in which said leased premises are situated or its successors, which
would allow the lessor to obtain reduced premium rates for long term fire
insurance policies.

     (2d) Lessee shall comply at lessee's own expense with all laws and
regulations of any municipal, county, state, federal or other public authority
respecting the use of said leased premises.

     (2e) The lessee shall regularly occupy and use the demised premises for the
conduct of lessee's business, and shall not abandon or vacate the premises for
more than ten days without written approval of lessor. 

UTILITIES      (3) The lessee shall pay for all heat, light, water, power, and
other services or utilities used in the above demised premises during the term
of this lease. 

REPAIRS AND    (4a) The lessor shall not be required to make any repairs,       
IMPROVEMENTS   alterations, additions or improvements to or upon said premises
               during the term of this lease, except only those hereinafter
specifically provided for; the lessee hereby agrees to maintain and keep said
leased premises including all interior and exterior doors, heating, ventilating
and cooling systems, interior wiring, plumbing and drain pipes to sewers or
septic tank, in good order and repair during the entire term of this lease at
lessee's own cost and expense, and to replace all glass which may be broken or
damaged during the term hereof in the windows and doors of said premises with
glass of as good or better quality as that now in use; lessee further agrees
that he will make no alterations, additions or improvements to or upon said
premises without the written consent of the lessor first being obtained.
                                                                                
     (4b) The lessor agrees to maintain in good order and repair during the term
of this lease the exterior walls, roof, gutters, downspouts and foundations of
the building in which the demised premises are situated and the sidewalks
thereabouts.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
It is understood and agreed that the lessor reserves and at any and
all times shall have the right to alter, repair or improve the building of which
said demised premises are a part, or to add thereto and for that purpose at any
time may erect scaffolding and all other necessary structures about and upon the
demised premises and lessor and lessor's representatives, contractors and
workmen for that purpose may enter in or about the said demised premises with
such materials as lessor may deem necessary therefor, and lessee waives any
claim to damages, including loss of business resulting therefrom. 

LESSOR'S  (5) It shall be lawful for the lessor, his agents and representatives,
RIGHT OF  at any reasonable time to enter into or upon said demised premises for
ENTRY     the purpose of examining into the condition thereof, or any other     
          lawful purpose.                                                       
          
RIGHT OF       (6) The lessee will not assign, transfer, pledge, hypothecate,   
ASSIGNMENT     surrender or dispose of this lease, or any interest herein, sub-
               let, or permit any other person or persons whomsoever to occupy 
the demised premises without the written consent of the lessor being first
obtained in writing; this lease is personal to said lessee; lessee's interests,
in whole or in part, cannot be sold, assigned, transferred, seized or taken by
operation at law, or under or by virtue of any execution or legal process,
attachment or proceedings instituted against the lessee, or under or by virtue
of any bankruptcy or insolvency proceedings had in regard to the lessee, or in
any other manner, except as aboved mentioned. See Exhibit "A" for additional
terms.

LIENS          (7) The lessee will not permit any lien of any kind, type or
               description to be placed or imposed upon the building in which
               said leased premises are situated, or any part thereof, or the
               real estate on which it stands.

ICE, SNOW,     (8) If the premises herein leased are located at street level,   
DEBRIS         then at all times lessee shall keep the sidewalks in front of the
               demised premises free and clear of ice, snow, rubbish, debris and
               obstruction; and if the lessee occupies the entire building, he  
               will not permit rubbish, debris, ice or snow to accumulate on the
               roof of said building so as to stop up or obstruct gutters or    
               downspouts or cause damage to said roof, and will save harmless  
               and protect the lessor against any injury whether to lessor or to
               lessor's property or to any other person or property caused by 
               his failure in that regard.
               
OVERLOADING    (9) The lessee will not overload the floors of said premises in
OF FLOORS      such a way as to cause any undue or serious stress or strain upon
               the building in which said demised premises are located, or any 
part thereof, and the lessor shall have the right, at any time, to call upon any
competent engineer or architect whom the lessor may choose, to decide whether or
not the floors of said premises, or any part thereof, are being overloaded so as
to cause any undue or serious stress or strain on said building, or any part
thereof, and the decision of said engineer or architect shall be final and
binding upon the lessee; and in the event that the engineer or architect so
called upon shall decide that in his opinion the stress or strain is such as to
endanger or injure said building, or any part thereof, then and in that event
the lessee agrees immediately to relieve said stress or strain either by
reinforcing the building or by lightening the load which causes such stress or
strain in a manner satisfactory to the lessor.
               
ADVERTISING   (10) The lessee will not use the outside walls of said premises,  
SIGNS         or allow signs or devices of any kind to be attached thereto or   
              suspended therefrom, for advertising or displaying the name or
business of the lessee or for any purpose whatsoever without the written consent
of the lessor; however, the lessee may make use of the windows of said leased
premises to display lessee's name and business when the workmanship of such
signs shall be of good quality and permanent nature; provided further that the
lessee may not suspend or place within said windows or paint thereon any
banners, signs, sign-boards or other devices in violation of the intent and
meaning of this section.
               
LIABILITY     (11) The lessee further agrees at all times during the term   
INSURANCE     hereof, at his own expense, to maintain, keep in effect, furnish 
              and deliver to the lessor liability insurance policies in form 
and with an insurer satisfactory to the lessor, insuring both the lessor and the
lessee against all liability for damages to person or property in or about said
leased premises; the amount of said liability insurance shall not be less than 
$100,00.00 for injury to one person, $300,000.00 for injuries arising out of any
one accident and not less than $100,000.00 for property damage. Lessee agrees to
and shall indemnify 

See Exhibit "A" for additional coverage.
<PAGE>

and hold lessor harmless against any and all claims and demands arising from the
negligence of the lessee, his officers, agents, invitees and/or employees, as
well as those arising from lessee's failure to comply with any covenant of this
lease on his part to be performed, and shall at his own expense defend the
lessor against any and all suits or actions arising out of such negligence,
actual or alleged, and all appeals therefrom and shall satisfy and discharge any
judgment which may be awarded against lessor in any such suit or action.

FIXTURES    (12) All partitions, plumbing, electrical wiring, additions to or
            improvements upon said leased premises, whether installed by the
lessor or lessee, shall be and become a part of the building as soon as
installed and the property of the lessor unless otherwise herein provided.

LIGHT      (13) This lease does not grant any rights of access to light and air
AND AIR    over the property.

DAMAGE BY  (14) In the event of the destruction of the building in which said  
CASUALTY,  leased premises are located by fire or other casualty, either party
FIRE AND   hereto may terminate this lease as of the date of said fire or     
DUTY TO    casualty, provided, however, that in the event of damage to said 
REPAIR     building by fire or other casualty to the extent of 50 per cent or
           more of the sound value of said building, the lessor may or may not 
elect to repair said building; written notice of lessor's said election shall be
given lessee within fifteen days after the occurrence of said damage; if said
notice is not so given, lessor conclusively shall be deemed to have elected not
to repair; in the event lessor elects not to repair said building, then and in
that event this lease shall terminate with the date of said damage; but if the
building in which said leased premises are located be but partially destroyed
and the damage so occasioned shall not amount to the extent indicated above, or
if greater than said extent and lessor elects to repair, as aforesaid, then the
lessor shall repair said building with all convenient speed and shall have the
right to take possession of and occupy, to the exclusion of the lessee, all or
any part of said building in order to make the necessary repairs, and the lessee
hereby agrees to vacate upon request, all or any part of said building which the
lessor may require for the purpose of making necessary repairs, and for the
period of time between the day of such damage and until such repairs have been
substantially completed there shall be such an abatement of rent as the nature
of the injury or damage and its interference with the occupancy of said leased
premises by said lessee shall warrant; however, if the premises be but slightly
injured and the damage so occasioned shall not cause any material interference
with the occupation of the premises by said lessee, then there shall be no
abatement of rent and the lessor shall repair said damage with all convenient
speed. 

WAIVER OF      (15) Neither the lessor nor the lessee shall be liable to the    
SUBROGATION    other for loss arising out of damage to or destruction of the    
RIGHTS         leased premises, or the building or improvement of which the     
               leased premises are a part or with which they are connected, or 
the contents of any thereof, when such loss is caused by any of the perils which
are or could be included within or insured against by a standard form of fire
insurance with extended coverage, including sprinkler leakage insurance, if any.
All such claims for any and all loss, however caused, hereby are waived. Such
absence of liability shall exist whether or not the damage or destruction is
caused by the negligence of either lessor or lessee or by any of their
respective agents, servants or employees. It is the intention and agreement of
the lessor and the lessee that the rentals reserved by this lease have been
fixed in contemplation that each party shall fully provide his own insurance
protection at his own expense, and that each party shall look to his respective
insurance carriers for reimbursement of any such loss, and further, that the
insurance carriers involved shall not be entitled to subrogation under any
circumstances against any party to this lease. Neither the lessor nor the lessee
shall have any interest or claim in the other's insurance policy or policies, or
the proceeds thereof, unless specifically covered therein as a joint assured.

EMINENT   (16) In case of the condemnation or purchase of all or any substantial
DOMAIN    part of the said demised premises by any public or private corporation
          with the power of condemnation this lease may be terminated, effective
on the date possession is taken, by either party hereto on written notice to the
other and in that case the lessee shall not be liable for any rent after the
termination date. Lessee shall not be entitled to and hereby expressly waives
any right to any part of the condemnation award or purchase price.
                                                                                
FOR SALE  (17) During period of the 60 days prior to the date above fixed for
AND       the termination of said lease, the lessor herein may post on said    
FOR RENT  premises or in the windows thereof signs of moderate size notifying
SIGNS     the public that the premises are "for sale" or "for lease."        
          
DELIVERING UP (18) At the expiration of said term or upon any sooner           
PREMISES ON   termination thereof, the lessee will quit and deliver up said    
TERMINATION   leased premises and all future erections or additions to or upon 
              the same, broom-clean, to the lessor or those having lessor's    
              estate in the premises, peaceably, quietly, and in as good order 
and condition, reasonable use and wear thereof, damage by fire, unavoidable
casualty and the elements alone excepted, as the same are now in or hereafter
may be put in by the lessor.

ADDITIONAL   (19) See Exhibit "A" attached hereto and incorporated herein for 
COVENANTS    additional terms and conditions.                                 
OR           
EXCEPTIONS            
<PAGE>

ATTACHMENT     PROVIDED, ALWAYS, and these presents are upon these conditions,  
BANKRUPT       that (1) if the lessee shall be in arrears in the payment of said
DEFAULT        rent for a period of ten days after the same becomes due, or (2)
               if the lessee shall fail or neglect to do, keep, perform or 
observe any of the covenants and agreements contained herein on lessee's part to
be done, kept, performed and observed and such default shall continue for ten
days or more after written notice of such failure or neglect shall be given to
lessee, or (3) if the lessee shall be declared bankrupt or insolvent according
to law, or (4) if any assignment of lessee's property shall be made for the
benefit of creditors, or (5) if on the expiration of this lease lessee fails to
surrender possession of said leased premises, then and in either or any of said
cases or events, the lessor or those having lessor's estate in the premises, may
terminate this lease and, lawfully, at his or their option immediately or at any
time thereafter, without demand or notice, may enter into and upon said demised
premises and every part thereof and repossess the same as of lessor's former
estate, and expel said lessee and those claiming by, through and under lessee
and remove lessee's effects at lessee's expense, forcibly if necessary and store
the same, all without being deemed guilty of trespass and without prejudice to
any remedy which otherwise might be used for arrears of rent or preceding
breach of covenant. ALSO, See Exhibit "A"

       Neither the termination of this lease by forfeiture nor the taking or
recovery of possession of the premises shall deprive lessor of any other action,
right, or remedy against lessee for possession, rent or damages, nor shall any
omission by lessor to enforce any forfeiture, right or remedy to which lessor
may be entitled be deemed a waiver by lessor of the right to enforce the
performance of all terms and conditions of this lease by lessee.

      In the event of any re-entry by lessor, lessor may lease or relet the
premises in whole or in part to any tenant or tenants who may be satisfactory to
lessor, for any duration, and for the best rent, terms and conditions as lessor
may reasonably obtain. Lessor shall apply the rent received from any new tenant
first to the cost of retaking and reletting the premises, including remodeling
required to obtain any new tenant, and then to any arrears of rent and future
rent payable under this lease and any other damages to which lessor may be
entitled hereunder.

       Any property which lessee leaves on the premises after abandonment or
expiration of the lease, or for more than ten days after any termination of the
lease by landlord, shall be deemed to have been abandoned, and lessor may remove
and sell said property at public or private sale as lessor sees fit, without
being liable for any prosecution therefor or for damages by reason thereof, and
the net proceeds of said sale shall be applied toward the expenses of landlord
and rent as aforesaid, and the balance of such amounts, if any, shall be held
for and paid to the lessee.

HOLDING        In the event the lessee for any reason shall hold over after the 
OVER           expiration of this lease, such holding over shall not be deemed  
               to operate as a renewal or extension of this lease, but shall    
               only create a tenancy from month to month which may be terminated
               at will at any time by the lessor.                               
                                                                              
ATTORNEY       In case suit or action is instituted to enforce compliance with  
FEES AND       any of the terms, covenants or conditions of this lease, or to   
COURT COSTS    collect the rental which may become due hereunder, or any portion
               thereof, the losing party agrees to pay such sum as the trial 
court may adjudge reasonable as attorney's fees to be allowed the prevailing
party in such suit or action and in the event any appeal is taken from any
judgment or decree in such suit or action, the losing party agrees to pay such
further sum as the appellate court shall adjudge reasonable as prevailing
party's attorney's fees on such appeal. The lessee agrees to pay and discharge
all lessor's costs and expenses, including lessor's reasonable attorney's fees
that shall arise from enforcing any provision or covenants of this lease even
though no suit or action is instituted.

WAIVER          Any waiver by the lessor of any breach of any covenant herein
                contained to be kept and performed by the lessee shall not be
deemed or considered as a continuing waiver, and shall not operate to bar or
prevent the lessor from declaring a forfeiture for any succeeding breach, either
of the same condition or covenant or otherwise.

NOTICES        Any notice required by the terms of this lease to be given by
               one party hereto to the other or desired so to be given, shall be
sufficient if in writing contained in a sealed envelope, deposited in the U. S.
Registered Mails with postage fully prepaid, and if intended for the lessor
herein then if addressed to said lessor at 11600 S.W. Barnes Road, Portland,
Oregon 97225 and if intended for the lessee, then if addressed to the lessee at
1605 E. Harbordrive - Warrenton, Oregon 97146. Any such notice shall be deemed
conclusively to have been delivered to the addressee thereof forty-eight hours
after the deposit thereof in said U.S. Registered Mails.

HEIRS AND      All rights, remedies and liabilities herein given to or imposed
ASSIGNS        upon either of the parties hereto shall extend to, inure to the 
               benefit of and bind, as the circumstances may require, the heirs,
executors, administrators, successors and, so far as this lease is assignable by
the term hereof, to the assigns of such parties.
              
     In construing this lease, it is understood that the lessor or the lessee
may be more than one person; that if the context so requires, the singular
pronoun shall be taken to mean and include the plural, the masculine, the
feminine and the neuter, and that generally all grammatical changes shall be
made, assumed and implied to make the provisions hereof apply equally to
corporations and to individuals.

     IN WITNESS WHEREOF, the respective parties have executed this instrument in
duplicate on this, the day and year first hereinabove written, any corporation
signature being by authority of its Board of Directors.

LESSOR:                                 LESEE:

/s/ Mark S. Hemstreet
Mark S. Hemstreet, President            WARRENTON RESTAURANT CORPORATION
                                        /s/ Mark S. Hemstreet
                                        By: Mark S. Hemstreet, President
<PAGE>

A. RENTAL:

     1. Lessee agrees to pay to Lessor during the entire term of this lease,
without deductions or offsets, at the offices of Lessor, or Lessor's agent, as
rent for the Premises, a monthly rental, which shall be due on the first day of
each month and shall be delinquent if not paid by the tenth (10th) day of each
month, in the following amounts:

          1.1 First (1st) through 120 (120th) months during the term hereof,
minimum monthly rental of Eight Thousand Dollars ($8,000.00), plus percentage
rent of an amount equal to six percent (6%) of Lessee's annual gross sales (as
hereinafter defined), less the amount paid or credited as minimum rent.

     2. Lessee agrees to pay all personal property taxes attributable to Lessee
and hold Lessor harmless thereon. Lessee agrees to pay Lessee's pro rata share
of the demised Premises. Lessee's pro rata share of the real property taxes is
twenty-five percent (25%) thereof.

     3. Lessee agrees to pay all charges for heat, light, power, water, sewage
and other services or utilities used by Lessee in the Premises and not
separately metered.

     4. Gross sales shall be determined and reported as follows:

          4.1 The term "gross sales" as used herein shall be construed to
include the entire amount of the actual sales receipts, whether for cash, credit
or otherwise, of all consumable products, including alcoholic beverages, food,
snacks, tobacco products, sundries, goods and services incidental thereto, to be
sold on or from the leased Premises, whether consumed on the leased Premises,
Lessor's premises, or elsewhere. There shall be excluded from gross sales the
amount added to, or included in, the sale price or charges on account of any
gross sales or use taxes now or hereafter imposed upon or in respect to, the
sale of any such merchandise or services, by any governmental body, and
collected by Lessee merely as the collection agent for said governmental body.

          4.2 Lessee shall keep proper books of account and other records
pertaining to all sales of merchandise and service and all other revenue derived
from the business conducted by Lessee, at, in, from or upon the leased Premises,
during each day of the term hereof. The books and records shall be kept in the
Premises or at

Exhibit "A" - Page 1
<PAGE>

the corporate offices of Lessee, and made accessible to Lessor who may inspect
all such books and records, and copies of Lessee's federal and state income tax
returns for relevant years at all reasonable times to verify Lessee's gross
receipts. Lessee shall preserve for at least twelve (12) months after the
expiration of each calendar year all sales slips and other pertinent original
records.

          4.3 Lessee shall submit to Lessor on or before the twentieth (20th)
day of each month, at the place where the minimum monthly rental is then
payable, a complete written statement signed by an authorized representative of
Lessee showing in all reasonable detail the amount of gross sales (as defined
herein) made from the leased Premises during the preceding month. The additional
sum over the minimum monthly rental (as identified in paragraph 1 above) owing
for percentage shall be due on the thirtieth (30th) day of the month following
the month for which the percentage rent is calculated, and shall be delinquent
if not paid by the thirtieth (30th) day of such month.

B. CONTINGENCIES: The lease is conditioned upon Lessee maintaining in full force
and effect during the term of this lease and any extensions thereof a liquor
license through the Oregon Liquor Control Commission for the restaurant
operation located on the demised Premises. Lessee's failure to maintain a valid
and existing liquor license for the restaurant operation shall constitute a
material breach and default under the terms of this lease and the remedies
herein provide for default shall also be applicable.

C. ASSIGNMENT: Lessee shall not, directly or indirectly, sell, assign, encumber,
pledge, transfer or hypothecate (collectively "Assignment") all or any part of
the Premises or Lessee's leasehold estate hereunder, or sublet the Premises or
any portion thereof or permit their occupation by anyone other than Lessee
without Lessor's prior written consent, which consent may be arbitrarily
withheld. Lessor must be able to control the identity of the tenant in the
restaurant in view of the fact that the restaurant is incorporated into the
building on which the leased Premises is a portion thereof.

D. INSURANCE: In addition to the casualty and liability insurance requirements
as contained in paragraph (11) of the lease, Lessee shall carry liquor liability
insurance covering insuring Lessor and Lessee in an amount of not less than
$500,000.00, if economically obtainable in an amount satisfactory to both
parties.

Exhibit "A" - Page 2
<PAGE>

SHILO INN WARRENTON, OREGON (62 suites)
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual) 
FOR THE 12 MONTHS ENDED 6-31-96 (actual)

<TABLE>
<CAPTION>

                                   1991               1992                1993                  1994                 1995           
REVENUE                          (actual)    %      (actual)      %     (actual)      %       (actual)      %      (actual)      %  

<S>                             <C>        <C>      <C>        <C>     <C>          <C>      <C>          <C>     <C>          <C>  
Guest Room                      $866,576   89.4%    $940,494   91.8%   $1,025,435    92.9%   $1,029,966   93.0%   $1,061,438   93.3%
Restaurant Rent                   66,338    6.8%      50,996    5.0%       49,555     4.5%       48,792    4.4%       48,452    4.3%
Telephone                         26,670    2.7%      24,490    2.4%       21.904     2.0%       21,170    1.9%       19,360    1.7%
Meeting/Banquet Room                   0    0.0%           0    0.0%            0     0.0%            0    0.0%            0    0.0%
Fax                                3,243    0.3%       1,409    0.1%          564     0.1%          461    0.0%          554    0.0%
Valet                                  8    0.0%         248    0.0%          246     0.0%          393    0.2%          358    0.0%
Video                              2,306    0.2%       2,480    0.2%        1,876     0.2%        2,265    0.2%        2,544    0.2%
Sports and Athletics                   0    0.0%           0    0.0%            0     0.0%            0    0.0%            0    0.0%
Lending Machines                     596    0.1%         568    0.1%          544     0.0%          763    0.1%          622    0.1%
Guest Laundry/Soap                 1,298    0.1%       1,488    0.1%        1,363     0.1%        1,202    0.1%        1,498    0.1%
Miscellaneous                      2,743    0.3%       1,805    0.2%        2,745     0.2%        2,719    0.2%        2,707    0.2%
                                ----------------    ----------------   -------------------   ------------------   ------------------
     TOTAL REVENUE               969,187  100.0%    1,023,978 100.0%    1,104,232   100.0%    1,107,731  100.0%    1,137,533  100.0%
                                ----------------    ----------------   -------------------   ------------------   ------------------

OPERATING EXPENSE
 PAYROLL & RELATED EXPENSES
   Managers                      23,950    2.5%       27,500   2.7%        23,520     2.1%       28.291   1.9%        32,423    2.9%
   Front Door                    22,435    2.3%       24,149   2.4%        26,187     2.4%       27,934   2.5%        29,665    2.6%
   Bookkeeper/Auditor            19,073    2.0%       18,956   1.9%        19,958     1.8%       20,895   1.9%        21,161    1.9%
   Head Housekeeper               9,482    1.0%        7,095   0.7%         9,379     0.8%        7,818   0.7%         8,627    0.8%
   Housekeeper - Rooms           31,902    3.3%       32,028   3.1%        35,285     3.2%       33,893   3.1%        34,385    3.0%
   Housekeeper - Other            1,750    0.2%        1,691   0.2%         2,605     0.2%        3,709   0.3%         4,371    0.4%
   Laundry                        6,664    0.7%        7,790   0.8%         8,924     0.8%        8,606   0.8%         8,624    0.8%
   Guest Services                     0    0.0%          291   0.0%         2,941     0.3%        3,176   0.3%         3,367    0.3%
   Sales & Marketing                  0    0.0%            0   0.0%             0     0.0%            0   0.0%             0    0.0%
   Security                           0    0.0%            0   0.0%             0     0.0%            0   0.0%             0    0.0%
   Maintenance                   10,495    1.1%        7,723   0.8%         7,419     0.7%        8,250   0.7%         6,172    0.5%
   Ground Maintenance                65    0.0%        1,266   0.1%         1,853     0.2%        2,235   0.2%         2,059    0.2%
   Windows/Carpets                    0    0.0%           48   0.0%           593     0.1%        1,060   0.2%           465    0.0%
   Bonuses                            0    0.0%            0   0.0%           200     0.0%        2,700   0.2%           234    0.0%
   Payroll Taxes                 22,933    2.4%       21,216   2.1%        14,393     1.3%       13,573   1.3%        14,708    1.3%
   Worker's Comp                      0    0.0%            0   0.0%             0     0.0%        8,516   0.8%         8,206    0.7%
   Worker's Comp Claims               0    0.0%            0   0.0%             0     0.0%          118   0.0%           340    0.0%
   Health Insurance               7,490    0.8%       11,963   1.2%        10,832     1.0%       15,547   1.4%        15,783    1.4%
   Medical                            0    0.0%            0   0.0%            89     0.0%        1,638   0.1%         1,487    0.1%
   Uniforms                         141    0.0%          177   0.0%           340     0.0%          164   0.0%           145    0.0%
   Other                            526    0.0%        3,366   0.3%           251     0.0%          405   0.0%           508    0.0%
                                ----------------    ----------------   -------------------   ------------------   ------------------
     TOTAL PAYROLL              156,906   16.2%      165,259  16.1%       164,769    14.9%      188,528  17.0%       192,730   16.9%
</TABLE>

                                      For The
                                  12 Months Ended
                                      8-31-96
REVENUE                              (actual)    %

Guest Room                        $1,054,535   93.3%
Restaurant Rent                       48,647    4.3%
Telephone                             18,681    1.7%
Meeting/Banquet Room                       0    0.0%
Fax                                      601    0.1%
Valet                                    112    0.0%
Video                                  2,825    0.2%
Sports and Athletics                       0    0.0%
Vending Machines                         902    0.1%
Guest Laundry/Snap                     1,414    0.1%
Miscellaneous                          2,324    0.2%
                                  ------------------       
     TOTAL REVENUE                 1,130,041  100.0%
                                  ------------------       

OPERATING EXPENSE
 PAYROLL & RELATED EXPENSES
   Managers                           33,125    2.9%
   Front Door                         30,964    2.7%
   Bookkeeper/Auditor                 22,574    2.0%
   Head Housekeeper                    8,774    0.8%
   Housekeeper - Rooms                35,345    3.1%
   Housekeeper - Other                 4,121    0.4%
   Laundry                             8,563    0.8%
   Guest Services                      3,461    0.3%
   Sales & Marketing                       0    0.0%
   Security                                0    0.0%
   Maintenance                         6,522    0.6%
   Ground Maintenance                  2,312    0.2%
   Windows/Carpets                       566    0.0%
   Bonuses                               400    0.0%
   Payroll Taxes                      14,362    1.3%
   Worker's Comp                       8,109    0.7%
   Worker's Comp Claims                  211    0.0%
   Health Insurance                   15,637    1.4%
   Medical                             1,263    0.1%
   Uniforms                              184    0.0%
   Other                                 438    0.0%
                                  ------------------       
     TOTAL PAYROLL                   196,931   17.4%
<PAGE>

SHILO - INN WARRENTON, OREGON (62 suites)
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual) 
FOR THE 12 MONTHS ENDED 8-31-96 (actual)

<TABLE>
<CAPTION>

                                   1991               1992                1993                  1994                 1995           
REVENUE                          (actual)    %      (actual)      %     (actual)      %       (actual)      %      (actual)      %  
<S>                             <C>        <C>      <C>        <C>     <C>          <C>      <C>          <C>     <C>          <C>  
UTILITIES
 Electricity                      21,147    2.2%      19,515    1.9%       20,254     1.8%       20,099    1.8%       19,736    1.7%
 Gas                              10,489    1.1%       9,789    1.0%       12,051     1.1%       12,877    1.2%       11,043    1.0%
 Telephone                        15,495    1.6%      13,613    1.3%       11,384     1.0%       11,498    1.0%       11,561    1.0%
 Water                             1,300    0.1%       1,349    0.1%        1,893     0.2%        2,686    0.2%        2,551    0.2%
 Garbage                           6,505    0.7%       6,867    0.7%        6,720     0.6%        6,720    0.6%        6,720    0.6%
 Sewer                             2,379    0.2%       2,411    0.2%        2,599     0.2%        3,657    0.3%        3,586    0.3%
  
     TOTAL UTILITIES              57,315    5.9%      53,544    5.2%       54,901     5.0%       57,537    5.2%       55,197    4.9%
                                ----------------    ----------------   -------------------   ------------------   ------------------

ADVERTISING
   Advertsing                         0    0.0%            0   0.0%             0     0.0%           67   0.0%             0    0.0%
   Airport Advertising                0    0.0%            0   0.0%             0     0.0%            0   0.0%             0    0.0%
   Billboards                     3,290    0.3%        5,032   0.5%         4,790     0.4%        4,770   0.4%         2,939    0.3%
   Highway Logos                  1,279    0.1%        1,301   0.1%         1,690     0.2%        5,572   0,5%         2.793    0.2%
   Radio Media                        0    0.0%            0   0.0%             0     0.0%            0   0.0%             0    0.0%
   Radio Tradeouts                3,269    0.3%        1,711   0.2%         2,755     0.2%        3,986   0.4%         5,164    0.4%
   TV Media                           0    0.0%            0   0.0%             0     0.0%            0   0.0%             0    0.0%
   TV Tradeouts                   1,295    0.1%        1,098   0.1%         1,350     0.1%        1,971   0.2%         1,546    0.1%
   Brochures/Postcards            3,707    0.4%          754   0.1%           737     0.1%        4,160   0.4%         3,220    0.3%
   Brochures/Tradeout                 0    0.0%            0   0.0%             0     0.0%            0   0.0%             0    0.0%
   Yellow Pages                   2,144    0.2%        2,799   0.3%         1,979     0.2%          577   0.1%         1,851    0.2%
   Newspaper Ads                    278    0.0%          245   0.0%           841     0.1%          248   0.0%           449    0.0%
   Magazine Ads                   2,678    0.3%        1,452   0.1%         1,714     0.2%          283   0.0%           811    1.1%
   Magazine Tradeouts               718    0.1%          373   0.0%           175     0.0%          520   0.0%           741    0.1%
   Property Ads                      26    0.0%           18   0.0%            73     0.0%          416   0.2%            26    0.0%
   Advertising Tradeout Other     1,273    0.1%          270   0.0%           771     0.1%        2,502   0.2%           805    0.1%
   Sports Events/Tradeouts            0    0.0%        2,176   0.2%           408     0.0%        1,075   0.1%            22    0.0%
   Sports Sponsorship                 0    0.0%            0   0.0%             0     0.0%          125   0.0%           363    0.0%
   displays                          37    0.0%            0   0.0%             0     0.0%          354   0.0%            22    0.0%
   Local Events Promotion             0    0.0%            0   0.0%             0     0.0%           27   0.0%             0    0.0%
   Travel Guides/Directories          0    0.0%          579   0.1%           272     0.0%        1,525   0.1%           912    0.1%
   Promotional Items                  0    0.0%            0   0.0%           292     0.0%          610   0.1%           197    0.0%
   Advertising & Promotion          654    0.1%        1,020   0.1%           649     0.1%          745   0.1%           436    0.0%
   Travel Agencies                1,132    0.1%        1,834   0.2%         1,742     0.2%        2,941   0.3%         4,299    4.4%
   Marketing                        464    0.0%          188   0.0%           953     0.1%          804   0.1%           577    0.1%
   Taxi & Limo                        0    0.0%            0   0.0%             0     0.0%            7   0.0%             0    0.0%
                                ----------------    ----------------   -------------------   ------------------   ------------------
     TOTAL ADVERTISING           22,224    2.3%       20,810   2.0%        21,191     1.9%       33,285   3.0%        27,744    2.6%
                                ----------------    ----------------   -------------------   ------------------   ------------------
 
</TABLE>

                                      For The
                                  12 Months Ended
                                      8-31-96
                                     (actual)    %
UTILITIES                       
 Electricity                        19,034    1.7%    
 Gas                                10,185    0.9%
 Telephone                          11,627    1.0%    
 Water                               2,665    0.2%    
 Garbage                             4,968    0.0%    
 Sewer                               4,184    0.0%    
                                ------------------

     TOTAL UTILITIES                52,663    4.7%    
                                ------------------

ADVERTISING    
   Advertsing                            0    0.0%       
   Airport Advertising                   0    0.0%    
   Billboards                        3,163    0.3%    
   Highway Logos                     3,018    0.3%    
   Radio Media                           0    0.0%    
   Radio Tradeouts                   4,591    0.4%  
   TV Media                              0    0.0%
   TV Tradeouts                      1,463    0.1%   
   Brochures/Postcards               3,152    0.3%    
   Brochures/Tradeout                    0    0.0%    
   Yellow Pages                      1,033    0.1%    
   Newspaperds                         550    0.0%    
   Magazine Ads                        674    0.1%    
   Magazine Tradeouts                  612    0.1%    
   Property Ads                        420    0.0%    
   Advertising Tradeout Other          796    0.1%    
   Sports Events/Tradeouts             613    0.1%    
   Sports SPonsorshipUniforms          220    0.0%    
   displays                              0    0.0%    
   Local Event Promotion                 0    0.0%    
   Travel Guides/Directories         1,631    0.1% 
   Promotional Items                   474    0.0%    
   Advertising & Promotion             305    0.0%    
   Travel Agencies                   5,961    0.5%   
   Marketing                           440    0.0%    
   Taxi & Limo                           0    0.0%
                                ------------------    
     TOTAL ADVERTISING              29,316    2.6% 
                                ------------------    
              
                                
                                
<PAGE>

SHILO INN - WARRENTON, OREGON (62 suites)
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual) 
FOR THE 12 MONTHS ENDED 8-31-96 (actual)

<TABLE>
<CAPTION>

                                   1991               1992                1993                  1994                 1995           
                                 (actual)    %      (actual)      %     (actual)      %       (actual)      %      (actual)      %  
<S>                             <C>        <C>      <C>        <C>     <C>          <C>      <C>          <C>     <C>          <C>  
SUPPLIESS
 Linen                             1,691    0.2%       2,817    0.3%        2,470     0.2%        4,647    0.4%        4,236    0.4%
 Bathroom                          4,835    0.5%       3,674    0.4%        4,266     0.4%        4,246    0.4%        4,939    0.4%
 Cleaning                          5,937    0.6%       7,094    0.7%        8,691     0.8%        9,852    0.9%       12,891    1.1%
 Continental Breakfast             2,401    0.2%       1,946    0.2%        1,936     0.2%        1,822    o.2%        2,911    0.3%
 Office                            2,115    0.2%       1,740    0.2%        1,362     0.1%        1,535    0.1%          526    0.0%
 Operating                         4,271    0.4%       5,488    0.5%        5,978     0.5%        2,979    0.3%       13,421    1.2%
 Replacements                      1,923    0.2%         988    0.1%          795     0.1%        1,653    0.1%        2,935    0.3%
 Guest Amenity                     1,586    0.2%       2,354    0.2%        2,505     0.2%        2,120    0.2%        2,087    0.2%
                                ----------------    ----------------   -------------------   ------------------   ------------------
     TOTAL SUPPLIES               24,759    2.6%      26,101    2.5%       28,003     2.5%       28,854    2.6%       43,946    3.9%
                                ----------------    ----------------   -------------------   ------------------   ------------------

REPAIRS & MAINTENANCE
   Carpets, Draperies & Furniture  2,384   0.2%          360   0.0%         1,902     0.2%          444   0.0%           326    0.0%
   Elevators                         971   0.1%        2,011   0.2%         2,262     0.2%        2,480   0.2%         3,845    0.3%
   Landscaping                     2,246   0.2%        1,705   0.2%         2,110     0.2%       15,236   1.4%        20,386    1.8%
   Painting & Wallpaper              105   0.0%          422   0.0%             0     0.0%          200   0.0%             0    0.0%
   Pool                            1,228   0.1%        3,437   0.3%         2,419     0.2%        1,633   0.1%         2,522    0.2%
   Telephone                           0   0.0%        1,353   0.1%           814     0.1%          490   0.0%           104    0.0%
   TV Cable & Satellite            9,486   1.0%        9,554   0.9%         8,454     0.8%        9,974   0.9%         8,240    0.7%
   Pest Control                    1,038   0.1%        1,044   0.1%         1,064     0.1%        1,026   0.1%         1,192    0.1%
   Janitorial Services               120   0.0%          994   0.1%           840     0.1%        1,480   0.1%           990    0.1%
   Plumbing                          175   0.0%          864   0.1%           912     0.1%        1,264   0.1%         2,336    0.2%
   Electrical                        593   0.1%        1,202   0.1%         3,509     0.3%        1,745   0.2%         1,378    0.1%
   Heating Ventilation Cooling       580   0.1%           99   0.0%            80     0.0%          307   0.0%            84    0.0%
   Sign                            2,678   0.3%        4,822   0.5%         5,067     0.5%        2,527   0.2%           984    0.1%
   Keys & Locks                      351   0.0%          315   0.0%           247     0.0%          792   0.1%           570    0.1%
   Laundry/Housekeeping            1,341   0.1%        1,001   0.1%         1,344     0.1%        2,038   0.2%         1,834    0.2%
   Photo Copier                      625   0.1%          922   0.1%           496     0.0%          349   0.0%           357    0.0%
   Micros Register                   530   0.1%          534   0.1%         3,046     0.3%        2,282   0.2%         1,316    0.1%
   Tools & Supplies                5,733   0.6%        6,599   0.6%         6,332     0.6%        6,594   0.6%         3,931    0.3%
   Maintenance & Repairs           4,091   0.4%        3,857   0.4%         1,096     0.1%       13,280   1.2%         7,415    0.7%
   Contract Labor Repair               0   0.0%            0   0.0%           821     0.1%          306   0.0%           165    0.0%
                                ----------------    ----------------   -------------------   ------------------   ------------------
   TOTAL REPAIRS & MAINTENANCE   34,275    3.5%       41,095   4.0%      42,815       3.9%       64,447   5.8%        57,975    5.1%
                                ----------------    ----------------   -------------------   ------------------   ------------------
 
</TABLE>


                                   For The
                                12 Months Ended
                                   8-31-96   
                                 (actual)    %   
SUPPLIES                                        
 Linen                             4,223    0.4% 
 Bathroom                          3,998    0.4% 
 Cleaning                         11,085    1.0% 
 Continental Breakfast             2,341    0.2% 
 Office                            2,552    0.2% 
 Operating                         4,662    0.4% 
 Replacements                      3,024    0.3% 
 Guest Amenity                     2,053    0.2% 
                                ---------------- 
     TOTAL SUPPLIES               33,938    3.0% 
                                ---------------- 
                                                 
REPAIRS & MAINTENANCE                            
   Carpets, Draperies & Furniture    525   0.0%  
   Elevators                       2,614   0.2%  
   Landscaping                    12,638   1.1%  
   Painting & Wallpaper              446   0.0%  
   Pool                            1,813   0.2%  
   Telephone                         226   0.0%  
   TV Cable & Satellite            8,477   0.8%  
   Pest Control                    1,163   0.1%  
   Janitorial Services               841   0.1%  
   Plumbing                        1,432   0.1%  
   Electrical                      1,186   0.1%   
   Heating Ventilation Cooling       554   0.0%   
   Sign                              860   0.1%   
   Keys & Locks                      443   0.0%   
   Laundry/Housekeeping            1,534   0.1%   
   Photo Copier                      204   0.0%   
   Micros Register                 1,216   0.1%   
   Tools & Supplies                3,415   0.3%   
   Maintenance & Repairs           4,161   0.4%   
   Contract Labor Repair             214   0.0%    
                               ---------------- 
   TOTAL REPAIRS & MAINTENANCE    43,962   3.9%  
                               ----------------  
                                                 
<PAGE>

SHILO INN - WARRENTON, OREGON (62 suites)
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual) 
FOR THE 12 MONTHS ENDED 8-31-96 (actual)

<TABLE>
<CAPTION>

                                   1991               1992                1993                  1994                 1995           
                                 (actual)    %      (actual)      %     (actual)      %       (actual)      %      (actual)      %  
<S>                             <C>        <C>      <C>        <C>     <C>          <C>      <C>          <C>     <C>          <C>  
OTHER OPERATING EXPENSE
 Sales/Use/Taxes                     707    0.1%         572    0.1%       (1,216)   -0.1%       (2,920)  -0.3%       (2,862)  -0.3%
 Credit Card Discounts            14,424    1.5%      13,953    1.4%       16,139     1.5%       16,946    1.5%       17,319    1.5%
 Telecheck                         1,018    0.1%       1,009    0.1%        1,118     0.1%        1,950    0.2%        1,043    0.1%
 Bad Debts                           172    0.0%         267    0.0%          729     0.1%          666    0.1%          185    0.0%
 Cash Over/Short                     557    0.1%          17    0.0%          233     0.0%          125    0.0%           55    0.0%
 Administrative Telephone          5,477    0.6%       7,487    0.7%        5,326     0.5%        2,528    0.2%        2,298    0.2%
 Security Services                     0    0.0%           0    0.0%            0     0.0%            0    0.0%            0    0.0%
 Comps                                 0    0.0%           0    0.0%            0     0.0%            0    0.0%            0    0.0%
 Coin-op Laundry Services            145    0.0%         189    0.0%          603     0.1%          452    0.0%          184    0.0%
 Dry Cleaning, Valet                   0    0.0%         224    0.0%          195     0.0%          409    0.0%          224    0.0%
 Flowers                             317    0.0%         .60    0.0%          176     0.0%           25    0.0%           95    0.0%
 Video Rentals                     1,674    0.2%       1,481    0.1%        1,333     0.1%        1,483    0.1%        1,520    0.1%
 Vending Machine Maintenance           0    0.0%           0    0.0%          100     0.0%           41    0.0%           99    0.0%
 Bank Fees                           273    0.0%         544    0.1%          557     0.1%          283    0.0%          383    0.0%
 Equipment Rental                  1,387    0.1%       1,688    0.2%        1,300     0.1%        2,423    0.2%        1,853    0.2%
 Licenses and Miscellaneous Taxes    732    0.1%         700    0.1%          519     0.0%          451    0.0%          725    0.1%
 Vehicle Repair & Maintenance      1,196    0.1%       3,427    0.3%        1,712     0.2%        4,422    0.4%        2,921    0.3%
 Auto & Travel                     2,204    0.2%         973    0.1%          712     0.1%          556    0.1%          893    0.1%
 Business Meals                      435    0.0%         159    0.0%          439     0.0%          359    0.0%          179    0.0%
 Training/Seminars                   145    0.0%          55    0.0%           25     0.0%           10    0.0%            5    0.0%
 Staff Travel Telephone              412    0.0%           4    0.0%            0     0.0%            0    0.0%            0    0.0%
 Theft Loss                            0    0.0%           0    0.0%            0     0.0%        2,482    0.2%            0    0.0%
 Insurance Settlement-Theft            0    0.0%           0    0.0%            0     0.0%            0    0.0%            0    0.0%
 Miscellaneous - Resale/Services   2,473    0.3%       1,496    0.1%        1,678     0.2%        3,376    0.3%        2,999    0.3%
 Attorney Fees                         0    0.0%           0    0.0%            0     0.0%            0    0.0%            0    0.0%
 Professional Fees                 1,281    0.1%         752    0.1%          743     0.1%          841    0.1%          682    0.1%
 Dues & Subscriptions                718    0.1%         288    0.0%        1,094     0.1%          851    0.0%          956    0.1%
 Charitable Contributions              0    0.0%           0    0.0%            0     0.0%            0    0.0%            0    0.0%
 Political Contributions               0    0.0%           0    0.0%            0     0.0%            0    0.0%            0    0.0%
 Restaurant Expenses                   0    0.0%           0    0.0%            0     0.0%            0    0.0%            0    0.0%
                                ----------------    ----------------   -------------------   ------------------   -----------------
   TOTAL OTHER OPERATING EXPENSES 35,747    3.7%      35,345    3.5%       33,515     3.0%       37,759    3.4%       31,756    2.8%
                                ----------------    ----------------   -------------------   ------------------   ------------------
   TOTAL OPERATING EXPENSE       331,246   34.2%     342,154   33,4%      345,194    37.0%      410,410   37.0%      409,348   36.0%
                                ----------------    ----------------   -------------------   ------------------   ------------------
   TOTAL OPERATING INCOME        637,941   65.8%     601,824   68.7%      759,038    68.2%      697,321   63.0%      728,185   64.0%
                                ----------------    ----------------   -------------------   ------------------   ------------------

OTHER EXPENSE

Insurance                         6,098     0.6%       5,601    0.5%        5,049     0.5%        5,187   0.5%        5,340     0.5%
Insurance Claims                      0     0.0%         376    0.0%        1,091     0.1%            0   0.0%            0     0.0%
Property Tax                      3,819     0.4%       5,841    0.6%        5,400     0.5%       14,820   1.3%       21,851     1.9%
Office Overhead                  48,459     5.0%      51,199    5.0%       55,212     5.0%       55,387   5.0%       56,877     5.0%
                                ----------------    ----------------   -------------------   ------------------   ------------------
     TOTAL OTHER EXPENSE         58,376     6.0%      63,017    6.2%       66,752     6.0%       75,394   6.8%       84,068     7.4%
                                ----------------    ----------------   -------------------   ------------------   ------------------
        NET OPERATING INCOME     $579,565  59.8%    $618,807   60.4%      692,286    62.7%     $621,927  56.1%      644,117    58.6%
                                ================    ================   ===================   ==================   ==================
  
 </TABLE>

                                      For The
                                  12 Months Ended
                                      8-31-96
REVENUE                              (actual)    %
OTHER OPERATING EXPENSE                           
 Sales/Use/Taxes                  (3,016)  -0.3%
 Credit Card Discounts            17,014    1.5%  
 Telecheck                         1,243    0.1%  
 Bad Debts                           167    0.0%  
 Cash Over/Short                    (128)  -0.0%  
 Administrative Telephone          2,196    0.2%  
 Security Services                     0    0.0%  
 Comps                                 0    0.0%  
 Coin-op Laundry Services            214    0.0%  
 Dry Cleaning, Valet                 306    0.0%  
 Flowers                              54    0.0%  
 Video Rentals                     1,682    0.1%  
 Vending Machine Maintenance         126    0.0%  
 Bank Fees                           404    0.0%  
 Equipment Rental                  1,623    0.1%  
 Licenses and Miscellaneous Taxes    641    0.1%  
 Vehicle Repair & Maintenance      1,889    0.2%  
 Auto & Travel                       674    0.2%  
 Business Meals                      298    0.0%  
 Training/Seminars                     0    0.0%  
 Staff Travel Telephone                0    0.0%  
 Theft Loss                            0    0.0%  
 Insurance Settlement/Theft            0    0.0%  
 Miscellaneous - Resale/Services   3,241    0.3%  
 Attorney Fees                         0    0.0%  
 Professional Fees                   915    0.1%  
 Dues & Subscriptions                859    0.1%  
 Charitable Contributions              0    0.0%  
 Political Contributions               0    0.0%  
 Restaurant Expenses                   0    0.0%  
                                ----------------  
  TOTAL OTHER OPERATING EXPENSES  30,402    2.7%  
                                ----------------  
  TOTAL OOPERATING EXPENSE       387,212   34.3%  
                                ----------------  
  TOTAL OPERAATING INCOME        742,829   65.7% 
                                ----------------  
                                                  
OTHER EXPENSE                                     
                                                  
Insurance                         5,656     0.5%  
Insurance Claims                      0     0.0%  
Property Tax                     18,712     1.7%  
Office Overhead                  56,502     5.0%  
                                ----------------  
     TOTAL OTHER EXPENSE         80,870     7.2%  
                                ----------------  
        NET OPERATING INCOME     $661,959  58.6%
                                ================  
<PAGE>

- --------------------------------------------------------------------------------
                 -----------------------------------------------
                 RECONSTRUCTED INDUSTRY STANDARDS OPERATING DATA
                 ===============================================
                        TRENDS IN THE HOTEL INDUSTRY 1996
================================================================================

<TABLE>
<CAPTION>
                                     All Limited Service       Average for            Rate Group              Geographic Division
                                                                 Top 25%               Over $50                Mountain/Pacific
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>        <C>          <C>        <C>          <C>        <C>          <C>        <C>    
REVENUES                              % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room
                                      -------  -------------  -------  -------------  -------  -------------  -------  -------------
 Rooms                                  95.5%     $13,057       95.4%     $18,002       95.5%     $16,126       95.1%     $13,000
 Telephone                               2.4%        $331        2.4%        $449        2.4%        $406        2.3%        $313
 Other Income                            2.1%        $280        2.2%        $427        2.1%        $359        2.6%        $355
- ------------------------------------------------------------------------------------------------------------------------------------
Total Revenue                          100.0%     $13,668      100.0%     $18,878      100.0%     $16,891      100.0%     $13,668
                                                                                    
EXPENSES                                                                            
Departmental Expenses                                                               
 Rooms Department                       23.2%      $3,166       20.9%      $3,950       22.0%      $3,721       23.6%      $3,227
 Telephone                               1.5%        $206        1.4%        $256        1.4%        $235        1.4%        $186
Other Departments                        0.6%         $80        0.7%        $139        0.7%        $111        0.5%         $75
                                                                                    
Undistributed Operating Expenses                                                    
 Administrative & General                9.0%      $1,225        7.8%      $1,463        8.4%      $1,422        8.5%      $1,163
 Franchise Fees                          1.9%        $256        1.4%        $265        1.7%        $292        0.9%        $122
 Marketing                               3.7%        $510        3.7%        $691        4.0%        $669        3.9%        $530
 Property Operations & Maintenance       5.6%        $759        4.5%        $858        4.9%        $835        6.2%        $843
 Energy (Utilties)                       5.0%        $681        3.9%        $744        4.4%        $751        4.6%        $633
                                                                                    
Fixed Charges                                                                       
 Management                              2.8%        $380        3.2%        $597        2.9%        $484        3.1%        $430
 Property Tax & Other Charges            4.0%        $548        4.1%        $773        4.0%        $679        3.5%        $473
 Insurance                               1.1%        $147        1.1%        $203        1.1%        $178        1.2%        $159
- ------------------------------------------------------------------------------------------------------------------------------------
Total Expenses                          58.4%      $7,958       52.7%      $9,939       55.5%      $9,377       57.4%      $7,841

Net Income Before Reserves              41.6%      $5,710       47.3%      $8,939       44.5%      $7,514       42.6%      $5,827
                                                                                    
Percentage Occupancy                    66.9%                   78.1%                   73.5%                   66.8%
Average Daily Rate                     $51.15                  $63.13                  $60.14                  $53.28
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

================================================================================

LIMITED-SERVICE HOTELS
Performance in 1995
================================================================================

Since the proliferation of all the new limited-service chains in the mid-1980s,
this hotel segment has been viewed extremely favorably. For hotel guests, new
limited-service hotels offered a guest room that was frequently superior to
existing full-service hotels at one-half to two-thirds the price. For hotel
managers, the properties were simple to operate. For the hotel ownership and
financial community, limited-service properties represented high profit margins
with a lesser degree of financial risk.

After ten years of being the darling child of the industry, however, it appears
that limited-service hotels have not only matured in the marketplace, but are
beginning to show some signs of fatigue. For the first time since 1984, the
limited-service hotel segment achieved the lowest occupancy of any property type
surveyed in Trends in the Hotel Industry.

Realistically, all this means is that the limited-service hotel segment is not
enjoying the upside of the industry resurgence to the same degree as the other
types of hotels. Limited-service properties still achieved an aggregate
occupancy just shy of 70 percent, and their average room rates rose 5.9 percent,
second highest of all segments. In addition, an average operating profit margin
of 41.8 percent still make these properties the most fiscally efficient.

                             LIMITED-SERVICE HOTELS

                                   Market Mix

    [THE FOLLOWING TABLE WAS DEPICTED AS A PIE CHART IN THE PRINTED MATERIAL]

                              ----------------------
                               Convention      0.4%

                               Conference      1.9%

                               Other           0.5%

                               Business       45.8%

                               Tourists       51.4%
                              ----------------------

However, a degree of caution needs to be raised. The vast majority of new hotel
construction (measured in number of properties) is still occurring in this
segment. In several suburban markets in the United States, we have seen
localized pockets of overdevelopment causing significant declines in market
occupancies. This should not be construed as a blanket condemnation of all
limited-service hotel development, but it should be a warning to examine the
individual merits of each proposed project. Even with low development costs and
high profit margins, automatic success is not as sure as it has been in the
past. With increasing competition, time has proven that the need to maintain a
quality facility and offer good service is crucial in determining the success of
a limited-service operation.

================================================================================


74
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                                Figure Number 14
================================================================================

<TABLE>
<CAPTION>
                                                                                         Rate Groups
                                                                              ---------------------------------
                                                        All         Average                $35.00
                                                  Limited-Service     for       Under        to          Over
                                                       Hotels       Top 25%*    $35.00     $50.00       $50.00
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                95.5%        95.4%       94.4%      95.7%        95.5%
   Telephone                                             2.4          2.4         2.6        2.4          2.4
   Other Operated Departments                            0.8          0.9         1.3        0.7          0.8
   Rentals and Other Income                              1.2          1.3         1.6        1.2          1.3
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                23.2%        20.9%       28.3%      24.3%        22.0%
   Telephone                                             1.5          1.4         2.1        1.6          1.4
   Other Operated Departments                            0.6          0.7         0.6        0.5          0.7
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           25.3%        23.0%       31.0%      26.4%        24.1%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   74.7%        77.0%       69.0%      73.6%        75.9%

Undistributed Operating Expenses:**
   Administrative and General                            9.0%         7.8%       11.2%       9.5%         8.4%
   Franchise Fees                                        1.9          1.4         1.7        2.1          1.7
   Marketing and Guest Entertainment                     3.7          3.7         4.5        3.3          4.0
   Property Operation and Maintenance                    5.6          4.5        10.3        6.0          4.9
   Energy Costs                                          5.0          3.9         7.6        5.5          4.4
   Other Unallocated Operated Departments                --           --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       25.1%        21.3%       35.3%      26.5%        23.5%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          49.6%        55.7%       33.7%      47.1 %       52.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       2.8%         3.2%        3.1%       2.6%         2.9%
   Property Taxes and Other Municipal Charges            4.0          4.1         3.5        4.0          4.0
   Insurance on Buildings and Contents                   1.1          1.1         1.2        1.1          1.1
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     7.8%         8.3%        7.8%       7.7%         7.9%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    41.8%        47.3%       25.9%      39.4%        44.5%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                13.3%        11.7%       17.5%      14.2%        12.4%
   Payroll Taxes and Employee Benefits                   3.5          3.4         4.0        3.4          3.5
                                                  -------------------------------------------------------------
     Subtotal                                           16.8%        15.1%       21.5%      17.6%        15.9%
   Laundry, Linen, and Guest Supplies                    1.6          1.2         3.3        1.8          1.3
   Commissions and Reservation Expenses                  1.6          1.6         1.0        1.4          1.7
   Complimentary Food and/or Beverage Expenses           1.7          1.6         0.6        1.8          1.7
   All Other Expenses                                    2.7          2.5         3.6        2.7          2.6
                                                  -------------------------------------------------------------
     Total Rooms Expense                                24.4%        22.0%       30.0%      25.3%        23.2%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            75.6%        78.0%       70.0%      74.7%        76.8%
                                                  =============================================================
Percentage of Occupancy                                 69.9%        78.1%       64.3%      67.3%        73.5%
Average Daily Rate per Occupied Room                   $51.15       $63.13      $31.31     $44.34       $60.14
Average Size (Rooms)                                     107          111          98        100          116
</TABLE>

================================================================================

  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              75
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995
Ratios to Total Revenues
Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                        Geographic Divisions
                                                  -------------------------------------------------------------
                                                    New England                                        Mountain
                                                        and          North      South       South         and
                                                  Middle Atlantic   Central    Atlantic    Central      Pacific
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                94.3%        95.4%       94.8%      96.9%        95.1%
   Telephone                                             3.0          2.7         2.7        2.0          2.3
   Other Operated Departments                            1.5          0.4         1.2        0.3          0.9
   Rentals and Other Income                              1.2          1.5         1.3        0.7          1.7
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                26.6%        23.1%       22.6%      22.2%        23.6%
   Telephone                                             1.7          1.5         1.7        1.4          1.4
   Other Operated Departments                            1.3          0.3         0.9        0.3          0.5
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           29.6%        24.9%       25.2%      23.8%        25.5%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   70.4%        75.1%       74.8%      76.2%        74.5%

Undistributed Operating Expenses:**
   Administrative and General                           10.2%         8.7%        9.8%       8.4%         8.5%
   Franchise Fees                                        2.9          2.8         2.6        1.2          0.9
   Marketing and Guest Entertainment                     4.5          3.9         4.3        2.8          3.9
   Property Operation and Maintenance                    5.7          5.0         5.6        5.3          6.2
   Energy Costs                                          6.0          4.7         5.4        4.7          4.6
   Other Unallocated Operated Departments                0.1          --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       29.4%        25.1%       27.9%      22.3%        24.1%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          40.9%        50.0%       46.9%      53.8 %       50.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       3.5%         4.2%        2.9%       1.4%         3.1%
   Property Taxes and Other Municipal Charges            5.5          4.7         3.6        3.9          3.5
   Insurance on Buildings and Contents                   0.7          0.7         1.1        1.3          1.2
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     9.6%         9.6%        7.6%       6.6%         7.8%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    31.3%        40.4%       39.3%      47.2%        42.6%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                15.6%        13.6%       12.9%      12.3%        13.8%
   Payroll Taxes and Employee Benefits                   4.7          2.4         3.1        3.8          3.7
                                                  -------------------------------------------------------------
     Subtotal                                           20.3%        16.0%       16.0%      16.1%        17.5%
   Laundry, Linen, and Guest Supplies                    1.6          2.0         1.7        0.9          1.9
   Commissions and Reservation Expenses                  2.1          1.8         1.8        1.0          1.6
   Complimentary Food and/or Beverage Expenses           1.3          2.0         1.7        1.8          1.4
   All Other Expenses                                    3.0          2.4         2.6        3.0          2.4
                                                  -------------------------------------------------------------
     Total Rooms Expense                                28.3%        24.2%       23.8%      22.8%        24.8%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            71.7%        75.8%       76.2%      77.2%        75.2%
                                                  =============================================================
Percentage of Occupancy                                 69.0%        71.6%       70.9%      71.0%        66.8%
Average Daily Rate per Occupied Room                   $58.94       $49.83      $48.92     $49.93       $53.28
Average Size (Rooms)                                     116           80         123        122           96
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

76
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                    Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                      Property Size Classifications
                                                  -------------------------------------
                                                       Under        75 to        Over   
                                                        75           150         150   
                                                       Rooms        Rooms       Rooms
                                                  -------------------------------------
<S>                                                    <C>          <C>         <C>    
Revenues:
   Rooms                                                96.0%        95.9%       93.9% 
   Telephone                                             2.6          2.3         2.6  
   Other Operated Departments                            0.3          0.7         1.7  
   Rentals and Other Income                              1.1          1.1         1.9  
                                                  -------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0% 

Departmental Costs and Expenses:
   Rooms                                                22.1%        23.0%       24.5% 
   Telephone                                             1.6          1.5         1.6  
   Other Operated Departments                            0.2          0.5         1.2  
                                                  -------------------------------------
     Total Costs and Expenses                           23.8%        25.0%       27.3% 
                                                  -------------------------------------
   Total Operated Departmental Income                   76.2%        75.0%       72.7% 

Undistributed Operating Expenses:**
   Administrative and General                            8.3%         9.0%        9.3% 
   Franchise Fees                                        2.6          1.7         1.9  
   Marketing and Guest Entertainment                     3.7          3.6         4.3  
   Property Operation and Maintenance                    5.5          5.5         5.7  
   Energy Costs                                          4.6          5.0         5.2  
   Other Unallocated Operated Departments                --           --          --   
                                                  -------------------------------------
     Total Undistributed Expenses                       24.7%        24.9%       26.5% 
                                                  -------------------------------------
   Income before Fixed Charges                          51.5%        50.2%       46.2% 

Management Fees, Property Taxes, and Insurance:**
   Management Fees                                       6.2%         2.2%        2.5% 
   Property Taxes and Other Municipal Charges            3.8          4.0         4.1  
   Insurance on Buildings and Contents                   0.6          1.1         1.3  
                                                  -------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                    10.6%         7.3%        8.0% 
                                                  -------------------------------------
Income before Other Fixed Charges***                    40.9%        42.9%       38.2% 
                                                  =====================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0% 
Departmental Expenses:
   Salaries and Wages including Vacation                13.0%        13.1%       14.3% 
   Payroll Taxes and Employee Benefits                   2.1          3.5         4.3  
                                                  -------------------------------------
     Subtotal                                           15.1%        16.6%       18.6% 
   Laundry, Linen, and Guest Supplies                    2.6          1.4         1.5  
   Commissions and Reservation Expenses                  1.6          1.5         1.8  
   Complimentary Food and/or Beverage Expenses           1.6          1.8         1.1  
   All Other Expenses                                    2.1          2.7         3.1  
                                                  -------------------------------------
     Total Rooms Expense                                23.0%        24.0%       26.1% 
                                                  -------------------------------------
   Rooms Departmental Income                            77.0%        76.0%       73.9% 
                                                  =====================================
Percentage of Occupancy                                 69.0%        70.2%       69.9% 
Average Daily Rate per Occupied Room                   $47.93       $50.46      $56.90 
Average Size (Rooms)                                      54          118         186  
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              77
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15
================================================================================

<TABLE>
<CAPTION>
                                                    All Limited-Service              Average for
                                                           Hotels                      Top 25%*
                                                  -------------------------   ----------------------
                                                                  Compared                 Compared
                                                       1995       with 1994      1995      with 1994
                                                  --------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>    
Revenues:                                                                                           
   Rooms                                            $ 13,057          6.7%   $ 18,002          7.3% 
   Telephone                                             331          4.0         449          4.1  
   Other Operated Departments                            110          9.6         178        (12.0) 
   Rentals and Other Income                              170         17.4         249         30.1  
                                                  --------------------------------------------------
     Total Revenues                                 $ 13,669          6.8%   $ 18,878          7.2% 
                                                                                                    
Departmental Costs and Expenses:                                                                    
   Rooms                                            $  3,166          4.5%   $  3,950          3.4% 
   Telephone                                             206          7.3         256          9.0  
   Other Operated Departments                             80         34.5         139         27.9  
                                                  --------------------------------------------------
     Total Costs and Expenses                       $  3,452          5.2%   $  4,345          4.4% 
                                                  --------------------------------------------------
   Total Operated Departmental Income               $ 10,216          7.3%   $ 14,532          8.1% 
                                                                                                    
Undistributed Operating Expenses:**                                                                 
   Administrative and General                       $  1,225          8.4%   $  1,463          8.7% 
   Franchise Fees                                        256         10.7         265         (4.6) 
   Marketing and Guest Entertainment                     510          5.3         691          8.1  
   Property Operation and Maintenance                    759          5.8         858          3.4  
   Energy Costs                                          681         (3.2)        744         (3.5) 
   Other Unallocated Operated Departments                  3          N/C         --           --   
                                                  --------------------------------------------------
     Total Undistributed Expenses                   $  3,435          5.1%   $  4,021          4.1% 
                                                  --------------------------------------------------
   Income before Fixed Charges                      $  6,782          8.4%   $ 10,511          9.8% 
                                                                                                    
Management Fees, Property Taxes, and Insurance:**                                                   
   Management Fees                                  $    380        (24.0)%  $    597        (22.6)%
   Property Taxes and Other Municipal Charges            545          2.8         773          4.5  
   Insurance on Buildings and Contents                   147         (3.2)        203          6.6  
                                                  --------------------------------------------------
     Total Management Fees, Property Taxes,                                                         
       and Insurance                                $  1,072         (9.3)%  $  1,573         (7.5)%
                                                  --------------------------------------------------
Income before Other Fixed Charges***                $  5,710         12.5%   $  8,938         13.5% 
                                                  ==================================================
                                                                                                    
Rooms Department:                                                                                   
   Rooms Net Revenue                                $ 13,057          6.7%   $ 18,002          7.3% 
                                                                              
Departmental Expenses:                                                                              
   Salaries and Wages including Vacation            $  1,735          2.5%   $  2,107          1.5% 
   Payroll Taxes and Employee Benefits                   456         (2.2)        606         (1.1) 
                                                  --------------------------------------------------
     Subtotal                                       $  2,191          1.5%   $  2,713          0.9% 
   Laundry, Linen, and Guest Supplies                    203        (13.3)        211        (20.1) 
   Commissions and Reservation Expenses                  203          8.3         289          0.8  
   Complimentary Food and/or Beverage Expenses           219         12.7         287          6.7  
   All Other Expenses                                    350         38.1         450         45.0  
                                                  --------------------------------------------------
     Total Rooms Expense                            $  3,166          4.5%   $  3,950          3.4% 
                                                  --------------------------------------------------
   Rooms Departmental Income                        $  9,891          7.4%   $ 14,052          8.4% 
                                                  ==================================================
Percentage of Occupancy                                 69.9%         0.8%       78.1%         0.8% 
Average Daily Rate per Occupied Room                $   51.15         5.9%   $   63.13         6.4% 
Average Size (Rooms)                                     107         (0.2)%       111          0.1% 
</TABLE>

================================================================================

N/C - Data not comparable.
  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

78
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                                               Rate Groups
                                                  ---------------------------------------------------------------------------
                                                        Under $35.00           $35.00 to $50.00             Over $50.00
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>        <C>           <C>    
Revenues:                                                                                                                    
1  Rooms                                            $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
2  Telephone                                             206         (2.2)        277          3.3         406          5.0  
3  Other Operated Departments                            105          N/C          79         43.1         142         (7.0) 
4  Rentals and Other Income                              123        (10.8)        132         11.1         217         25.1  
                                                  ---------------------------------------------------------------------------
5    Total Revenues                                 $  7,788          3.8%   $ 11,384          7.0%   $ 16,891          6.8% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
6  Rooms                                            $  2,202          8.5%   $  2,766          5.0%   $  3,721          3.8% 
7  Telephone                                             166         (1.2)        184          6.6         235          8.8  
8  Other Operated Departments                             46         (1.2)         55          N/C         111         30.2  
                                                  ---------------------------------------------------------------------------
9    Total Costs and Expenses                       $  2,414          7.5%   $  3,005          5.7%   $  4,067          4.7% 
                                                  ---------------------------------------------------------------------------
10 Total Operated Departmental Income               $  5,374          2.2%   $  8,379          7.4%   $ 12,824          7.5% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
11 Administrative and General                       $    875          7.9%   $  1,084          7.5%   $  1,422          9.2% 
12 Franchise Fees                                        130          3.7         240         19.9         292          4.2 
13 Marketing and Guest Entertainment                     351         (0.3)        379          5.4         669          5.6  
14 Property Operation and Maintenance                    802         18.1         680          6.1         835          4.1  
15 Energy Costs                                          589         (9.3)        626         (3.7)        751         (2.1) 
16 Other Unallocated Operated Departments                 --          --            3          N/C           4          N/C  
                                                  ---------------------------------------------------------------------------
17   Total Undistributed Expenses                   $  2,748          5.0%   $  3,013          5.3%   $  3,972          4.9% 
                                                  ---------------------------------------------------------------------------
18 Income before Fixed Charges                      $  2,626         (0.6)%  $  5,366          8.7%   $  8,851          8.6% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
19 Management Fees                                  $    244          2.2%   $    300        (25.6)%  $    484        (24.4)%
20 Property Taxes and Other Municipal Charges            275        (10.2)        457          3.5         675          3.2  
21 Insurance on Buildings and Contents                    90        (21.9)        124         (6.4)        178          1.0  
                                                  ---------------------------------------------------------------------------
22   Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $    609         (7.7)%  $    881         (9.8)%  $  1,337         (9.1)%
                                                  ---------------------------------------------------------------------------
23 Income before Other Fixed Charges***             $  2,017          1.7%   $  4,485         13.3%   $  7,514         12.5% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
24 Rooms Net Revenue                                $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
                                                                                                                             
Departmental Expenses:                                                                                                       
25 Salaries and Wages including Vacation            $  1,285          4.9%   $  1,548          2.8%   $  1,995          2.0% 
26 Payroll Taxes and Employee Benefits                   296          6.6         369         (4.9)        568         (0.9) 
                                                  ---------------------------------------------------------------------------
27   Subtotal                                       $  1,581          5.3%   $  1,917          1.2%   $  2,563          1.4% 
28 Laundry, Linen, and Guest Supplies                    241         17.1         197         (7.9)        204        (21.5) 
29 Commissions and Reservation Expenses                   74         12.5         158         13.5         269          5.2  
30 Complimentary Food and/or Beverage Expenses            45         22.6         196         18.5         267          8.3  
31 All Other Expenses                                    261         18.8         298         35.3         417         42.2  
                                                  ---------------------------------------------------------------------------
32   Total Rooms Expense                            $  2,202          8.5%   $  2,766          5.1%   $  3,720          3.8% 
                                                  ---------------------------------------------------------------------------
33 Rooms Departmental Income                        $  5,151          1.6%   $  8,129          7.5%   $ 12,406          7.7% 
                                                  ===========================================================================
34 Percentage of Occupancy                              64.3%         2.2%       67.3%         1.1%       73.5%         0.3% 
35 Average Daily Rate per Occupied Room             $   31.31         1.3%   $   44.34         5.7%   $   60.14         6.4% 
36 Average Size (Rooms)                                   98         (0.6)%       100         (0.2)%       116         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              79
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                         Geographic Divisions
   -----------------------------------------------------------------------------------------------------------------------------
         New England                   North                    South                    South                  Mountain
     and Middle Atlantic              Central                  Atlantic                 Central                and Pacific    
   -------------------------  -----------------------  -----------------------  -----------------------  -----------------------
                   Compared                 Compared                 Compared                 Compared                 Compared 
        1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994
   -----------------------------------------------------------------------------------------------------------------------------
<S>  <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>    
                                                                                                                                
1    $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
2         465          0.1         369          8.1         355         13.6         270         (1.9)        313          0.1  
3         240         34.0          58         36.6         166         33.3          46         (0.2)        122        (21.2) 
4         191         16.7         200         20.3         178         15.9          95          5.0         233         24.8  
   -----------------------------------------------------------------------------------------------------------------------------
5    $ 15,747          6.6%   $ 13,645          6.9%   $ 13,350         11.5%   $ 13,354          4.0%   $ 13,668          5.8% 
                                                                                                                                
                                                                                                                                
6    $  4,191          5.1%   $  3,148          4.8%   $  3,019          6.8%   $  2,958          3.1%   $  3,227          3.8% 
7         264         (5.3)        204          1.6         230          8.2         188         15.3         186          8.2  
8         209         46.4          42          N/C         118         33.4          38          N/C          75          9.6  
   -----------------------------------------------------------------------------------------------------------------------------
9    $  4,664          5.8%   $  3,394          5.1%   $  3,367          7.6%   $  3,185          4.1%   $  3,488          4.2% 
   -----------------------------------------------------------------------------------------------------------------------------
10   $ 11,083          6.9%   $ 10,252          7.5%   $  9,984         12.9%   $ 10,169          4.0%   $ 10,180          6.3% 
                                                                                                                                
                                                                                                                                
11   $  1,611          8.0%   $  1,187          5.6%   $  1,311         10.7%   $  1,118         10.4%   $  1,163          5.8% 
12        463          4.3         384          6.8         353         12.8         160         10.7         122         24.0  
13        715        (13.0)        537         10.0         575          4.2         372         13.8         530          7.3  
14        894          3.6         679         (0.3)        754          8.2         702          2.7         843         11.7  
15        945         (0.2)        645         (1.9)        725          1.2         627         (3.5)        633         (9.7) 
16          8        (40.1)        --           --            6          --            4          --          --           --   
   -----------------------------------------------------------------------------------------------------------------------------
17   $  4,636          1.2%   $  3,432          3.7%   $  3,724          7.6%   $  2,983          5.9%   $  3,290          4.6% 
   -----------------------------------------------------------------------------------------------------------------------------
18   $  6,447         11.5%   $  6,820          9.6%   $  6,260         16.4%   $  7,186          3.2%   $  6,889          7.1% 
                                                                                                                                
                                                                                                                                
19   $    544         15.2%   $    569         (3.5)%  $    387         (8.4)%  $    192          N/C    $    430        (20.4)%
20        863         15.3         640          2.6         476          0.3         518          0.3%        473          2.1  
21        107        (39.2)         98        (13.6)        146         (6.4)        174         22.2         159         (9.4) 
   -----------------------------------------------------------------------------------------------------------------------------
22   $  1,514          8.4%   $  1,307         (1.5)%  $  1,009         (4.1)%  $    884        (23.3)%  $  1,062         (9.9)%
   -----------------------------------------------------------------------------------------------------------------------------
23   $  4,933         12.4%   $  5,513         12.6%   $  5,251         21.3%   $  6,302          8.4%   $  5,828         11.0% 
   =============================================================================================================================
                                                                                                                                
                                                                                                                                
24   $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
                                                                                                                                
                                                                                                                                
25   $  2,317          2.8%   $  1,770          5.8%   $  1,637          3.0%   $  1,590          0.6%   $  1,790          2.1% 
26        693          6.8         317        (12.3)        397          1.6         488         (3.2)        480         (3.0) 
   -----------------------------------------------------------------------------------------------------------------------------
27   $  3,010          3.7%   $  2,087          2.6%   $  2,034          2.7%   $  2,078         (0.4)%  $  2,270          1.0% 
28        237         (8.1)        260          2.9         215        (12.2)        120        (38.7)        247         (2.0) 
29        306         (4.2)        234          1.0         224         15.9         136          8.3         211         14.2  
30        199         48.4         260          8.6         211         24.8         234          4.2         187          8.5  
31        440         18.1         307         25.7         334         39.6         389          N/C         311         24.3  
   -----------------------------------------------------------------------------------------------------------------------------
32   $  4,192          5.1%   $  3,148          4.8%   $  3,018          6.8%   $  2,957          3.0%   $  3,226          3.8% 
   -----------------------------------------------------------------------------------------------------------------------------
33   $ 10,659          6.8%   $  9,870          7.2%   $  9,633         12.6%   $  9,986          4.5%   $  9,774          6.7% 
   =============================================================================================================================
27       69.0%         1.3%       71.6%         0.2%       70.9%         3.7%       71.0%        (1.2)%      66.8%         0.6% 
28   $   58.94         5.0%   $   49.83         6.4%   $   48.92         7.2%   $   49.93         5.4%   $   53.28         5.3% 
29        116         (1.0)%        80          --          123         (0.2)%       122         (0.3)%        96         (0.1)%
</TABLE>

================================================================================

                                                                     (Continued)

80
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                         Property Size Classifications
                                                  ---------------------------------------------------------------------------
                                                             Under                  75 to 150                   Over
                                                           75 Rooms                   Rooms                  150 Rooms
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                 <C>             <C>      <C>             <C>      <C>            <C>    
Revenues:                                                                                                                    
   Rooms                                            $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
   Telephone                                             330         10.5         316          3.2         399          2.6  
   Other Operated Departments                             38         (7.5)         89          2.7         259         24.9  
   Rentals and Other Income                              137         42.5         150         19.3         286          5.8  
                                                  ---------------------------------------------------------------------------
     Total Revenues                                 $ 12,577          5.5%   $ 13,486          6.9%   $ 15,394          7.3% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
   Rooms                                            $  2,779          2.7%   $  3,103          5.1%   $  3,770          3.9% 
   Telephone                                             195         (0.2)        199          9.3         246          6.0  
   Other Operated Departments                             25         28.6          65          N/C         191         16.2  
                                                  ---------------------------------------------------------------------------
     Total Costs and Expenses                       $  2,999          2.7%   $  3,368          5.9%   $  4,206          4.6% 
                                                  ---------------------------------------------------------------------------
   Total Operated Departmental Income               $  9,578          6.4%   $ 10,118          7.2%   $ 11,187          8.4% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
   Administrative and General                       $  1,038          6.4%   $  1,213          8.8%   $  1,437          8.3% 
   Franchise Fees                                        332         10.1         232         14.5         297         (0.2)
   Marketing and Guest Entertainment                     465         (0.7)        485          7.8         656          1.6  
   Property Operation and Maintenance                    692          7.3         745          5.6         878          5.5  
   Energy Costs                                          576        (10.7)        673         (2.9)        803          0.8  
   Other Unallocated Operated Departments                 --          N/C           4          N/C           4          --   
                                                  ---------------------------------------------------------------------------
     Total Undistributed Expenses                   $  3,102          2.2%   $  3,352          5.8%   $  4,075          4.5% 
                                                  ---------------------------------------------------------------------------
   Income before Fixed Charges                      $  6,476          8.5%   $  6,766          7.8%   $  7,112         10.7% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
   Management Fees                                  $    775          6.5%   $    299        (33.3)%  $    388        (26.8)%
   Property Taxes and Other Municipal Charges            473          0.1         539          3.0         634          4.0  
   Insurance on Buildings and Contents                    81        (40.5)        146         (1.2)        206         14.1  
                                                  ---------------------------------------------------------------------------
     Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $  1,330         (0.6)%  $    984        (12.1)%  $  1,228         (7.0)%
                                                  ---------------------------------------------------------------------------
   Income before Other Fixed Charges***             $  5,146         11.1%   $  5,782         12.2%   $  5,884         15.3% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
   Rooms Net Revenue                                $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
                                                                                                                             
Departmental Expenses:                                                                                                       
   Salaries and Wages including Vacation            $  1,572          3.0%   $  1,691          2.7%   $  2,066          1.6% 
   Payroll Taxes and Employee Benefits                   254        (14.3)        458         (2.3)        618          3.4  
                                                  ---------------------------------------------------------------------------
     Subtotal $                                     $  1,826          0.2%   $  2,149          1.5%   $  2,684          2.0% 
   Laundry, Linen, and Guest Supplies                    320         21.1         176        (20.7)        217        (16.4) 
   Commissions and Reservation Expenses                  192         12.2         191         10.9         264         (1.1) 
   Complimentary Food and/or Beverage Expenses           194          9.9         237         13.6         163          9.8  
   All Other Expenses                                    247         (8.8)        349         49.1         442         37.8  
                                                  ---------------------------------------------------------------------------
     Total Rooms Expense                            $  2,779          2.7%   $  3,102          5.0%   $  3,770          3.9% 
                                                  ---------------------------------------------------------------------------
   Rooms Departmental Income                        $  9,293          5.8%   $  9,829          7.4%   $ 10,680          8.4% 
                                                  ===========================================================================
   Percentage of Occupancy                              69.0%         0.1%       70.2%         0.7%       69.6%         1.8% 
   Average Daily Rate per Occupied Room             $   47.93         5.0%   $   50.46         6.2%   $   56.90         5.3% 
   Average Size (Rooms)                                   54         (0.1)%       118         (0.2)%       186         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              81
<PAGE>

                              SMITH TRAVEL RESEARCH
                     HOTEL OPERATING STATISTICS 1996 REPORT
================================================================================

LIMITED-SERVICE HIGHLIGHTS

o     Limited-service hotels showed strong profitability improvement from 14.6
      percent of total revenue in 1994 to 23.0 percent in 1995.

o     Sample Characteristics:

        -   Sample comprised of 1,410 limited-service hotels.

        -   Occupancy was slightly lower at 72.7 percent...highest occupancies
            were in Southeast states.

        -   Room Rates increased 1.4 percent to $55.18...highest ADR's were in
            Middle Atlantic (New York) and Pacific (Hawaii) regions.

        -   RevPAR improved to $40.12.

o     Gross operating profit (GOP) (before management fees) improved from 45.2
      percent in 1994 to 46.6 percent in 1995...GOP was above 44 percent across
      all census regions except New England.

o     Higher priced properties generally reported higher GOP and pre-tax income.

o     Total fixed charges (including property taxes and insurance) decreased
      12.5 percent from $3,530 per available room in 1994 to $3,087 in
      1995...fixed charges were highest in Mountain and Pacific regions.

o     Payroll and related expenses, as a ratio to sales, were higher for West
      South Central and Pacific region properties...highest labor expense per
      available room was in Pacific region (Hawaii).

o     Expressed as an amount per available room, limited-service profits
      improved over 12 percent from $3,091 per room in 1994 to $3,474 in 1995
      due to GOP enhancements and reduced fixed charges.

o     Properties in the Central regions reported the highest pre-tax income
      ranging from 22.8 percent to 29.4 of total revenue, while properties in
      New England reported the lowest pre-tax income at 13.0 percent of total
      revenue.

o     Chain-Affiliated properties, with pre-tax income of 23.8 percent, were
      more profitable than the reporting Independent properties at 10.4 percent.


24
<PAGE>

Limited-Service Hotels--Statements of Operating Income & Expenses - 1995

<TABLE>
<CAPTION>
- --------------------------------     -----------------------------------------------------------------------------------------------
                                                                             Geographic Region
- --------------------------------     -----------------------------------------------------------------------------------------------
Ratios to Sales                          New     Middle     South   East North  East South  West North  West South
                                       England  Atlantic  Atlantic    Central     Central     Central     Central  Mountain  Pacific
<S>                                    <C>       <C>       <C>        <C>         <C>          <C>        <C>        <C>      <C>   
Occupancy                               66.1%     70.8%     75.0%      73.4%       74.7%        72.4%      72.3%      73.3%    68.7%
Average Size of Property (Rooms)         105       112       125        114         114          123        127        124      133
Average Rate                           $52.95    $60.23    $52.66     $53.88      $51.96       $54.46     $53.65     $58.05   $62.93

REVENUE
  Rooms                                 95.1%     95.7%     95.7%      95.9%       96.1%        95.7%      95.3%      95.1%    94.2%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Other Food & Beverage                   .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                              2.3       2.3       2.2        2.2         1.8          2.0        1.1        1.6      2.5
  Minor Operated Departments              .6       1.1        .9        1.2          .8          1.1         .5        1.0      1.3
  Rentals & Other Income                 2.0        .9       1.3         .7         1.3          1.3        3.1        2.2      2.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Revenue                        100.0%    100.0%    100.0%     100.0%      100.0%       100.0%     100.0%     100.0%   100.0%

DEPARTMENTAL EXPENSES
  Rooms                                 25.0%     24.9%     25.5%      23.6%       25.7%        27.1%      28.5%      27.2%    28.3%
  Food & Beverage                         .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                             79.4      72.5      96.4       72.7        97.1         86.5       72.2       68.5     59.4
  Other Departmental Expenses             .9        .6        .5         .5          .7           .5         .6         .8      1.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Expenses           26.5%     26.1%     27.0%      24.7%       27.1%        28.1%      28.6%      27.8%    29.2%
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Profit             73.5%     73.9%     73.0%      75.3%       72.9%        71.9%      71.4%      72.2%    70.8%

UNDISTRIBUTED OPERATING EXPENSES
  Administrative & General              12.1%     10.9%     10.0%       9.7%        9.2%         9.4%       8.3%       8.6%     9.4%
  Marketing                              3.7       3.8       4.7        4.6         4.4          5.0        3.5        4.2      4.9
  Franchise Fee                          2.8       2.5       2.0        2.0         2.1          2.0         .9        2.0      1.7
  Energy                                 7.0       6.4       5.7        5.0         4.9          4.6        4.7        4.7      5.0
  Property Operation & Maintenance       5.8       5.2       5.7        5.6         4.8          5.4        3.8        4.6      5.2
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Undistributed Operating
   Expenses                             31.3%     28.8%     28.1%      26.8%       25.5%        26.4%      21.2%      24.0%    26.0%

  GROSS OPERATING PROFIT                42.2%     45.1%     44.9%      48.5%       47.4%        45.5%      50.2%      48.2%    44.8%

  Management Fees                        2.3%      2.4%      3.2%       2.7%        3.2%         2.5%       3.9%       3.0%     2.8%
- ------------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE FIXED CHARGES*            39.9%     42.7%     41.7%      45.8%       44.2%        43.0%      46.3%      45.2%    42.0%
  Property Taxes                         4.5%      5.2%      3.1%       4.3%        2.6%         4.4%       3.8%       3.4%     3.2%
  Insurance                               .9        .9       1.0         .9         1.0          1.0        1.1        1.0      1.4
  Reserve For Replacement                 .3       1.1       1.1         .1          .2           .3         .1         .5       .6
- ------------------------------------------------------------------------------------------------------------------------------------
AMOUNT AVAILABLE FOR DEBT SERVICE
& OTHER FIXED CHARGES                   34.2%     35.5%     36.5%      40.5%       40.4%        37.3%      41.3%      40.3%    36.8%

Total Fixed Charges* (Including
  Property Taxes & Insurance)           26.9%     25.5%     19.3%      19.5%       14.8%        20.2%      18.0%      23.5%    24.9%
- ------------------------------------------------------------------------------------------------------------------------------------
Pre-Tax Income (Loss)                   13.0%     17.2%     22.4%      26.3%       29.4%        22.8%      28.3%      21.7%    17.1%
====================================================================================================================================
PAYROLL & RELATED EXPENSES
  Rooms                                 17.7%     18.2%     16.9%      15.7%       16.1%        17.7%      19.8%      17.0%    18.7%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                               .0       1.3        .7         .2          .0           .0         .0         .6       .6
  Other Operated Departments              .2        .3        .1         .1          .1           .2         .1         .2       .2
  Administrative & General               4.3       4.3       4.5        4.2         4.0          4.1        4.0        4.4      5.0
  Marketing                              1.7       1.3       1.7        1.6         1.2          1.8        1.9        1.6      1.8
  Property Operations & Maintenance      2.6       2.1       2.5        2.4         2.3          2.3        2.6        2.4      2.6
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Payroll & Related Expenses      25.6%     25.5%     25.0%      23.4%       23.1%        25.3%      27.5%      24.8%    27.2%
</TABLE>

* Total Fixed Charges does not include deductions for Replacements; but does
  include Depreciation and Amortization, Interest, Rent and Equipment Leases.

Expense ratios to sales for departmental expenses are based on their respective
departmental revenues. All other expenses are based on total revenue. Totals may
not add due to rounding.


26



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

                                APPRAISAL REPORT
                                 SHILO INN HOTEL

                                   Located At
                                3031 MAIN STREET
                               BOISE, IDAHO 83702

                                      As Of
                                 DECEMBER 1,1996

                                  Prepared for:

                                     KEYCORP
                           REAL ESTATE CAPITAL MARKETS
                          700 FIFTH AVENUE, 52nd FLOOR
                            SEATTLE, WASHINGTON 98104

                                  Prepared by:
                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106

- --------------------------------------------------------------------------------
<PAGE>

                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106
                            TELEPHONE: (818) 795-5087

December 9, 1996

Mr. David Thatcher
Senior Vice President
KeyCorp
Real Estate Capital Markets
700 Fifth Avenue, 52nd Floor
Seattle, Washington 98104

Re: Appraisal Report of Shilo Inn
    3031 Main Street
    Boise, Idaho 83702-2048

Dear Mr. Thatcher:

In conjunction with the above captioned appraisal report ("Report"), we have
conducted the required investigation, gathered the necessary data, and made
certain analyses that were used in forming the opinion of the market value of
the above referenced Property.

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral to secure a proposed
loan. This Report is intended to comply with the requirements of the Uniform
Standards of Professional Appraisal Practice (USPAP), as promulgated by the
Appraisal Standards Board of the Appraisal Foundation.

The purpose of this Report is to express our opinion of the market value of the
Property subject to the definitions of value, the assumptions and limiting
conditions and the certification contained in the attached Report. The Report:

      o     May be relied upon by Merrill Lynch Mortgage Capital Inc. in
            determining whether to make a loan(s) evidenced by a note ("Property
            Note") secured by the Property;

      o     May be relied upon by any purchaser in determining whether to
            purchase the Property Notes for these transactions from Merrill
            Lynch Mortgage Capital Inc.;

      o     May be relied upon by any Rating Agency in rating securities issued
            by Merrill Lynch Mortgage Capital Inc. and representing an interest
            in the Property Notes;


                                                                          Page i
<PAGE>

Mr. David Thatcher
December 9, 1996
Page -2-

      o     May be included with and referred to in materials offering the
            Property Notes or an interest in the Property Notes for sale.

The subject property is a three-story, average to good quality, Class C motel
with 112 guest rooms plus manager's apartment encompassing 55,268+/- square
feet. A portion of the building was constructed in 1974, added on to in 1987,
with major portions refurbished within past year. The property is owned and
operated by the Shilo Inn Hotel Group (Mark S. Hemstreet).

The subject property and comparables were last inspected November 8, 1996. Based
on the investigation and analysis outlined in the report and subject to the
assumptions and limiting conditions as set forth within the context of this
report, the estimated market value of the Fee Simple Estate, as a going concern
with existing furniture, fixture and equipment, As Is, as of December 1, 1996
was:

                                   $6,050,000
                                   ==========
                       SIX MILLION FIFTY THOUSAND DOLLARS

The report that follows sets forth the identification of the property, the
assumptions and limiting conditions, pertinent facts regarding the area and the
subject property, comparable data and the reasoning leading to the conclusions
set forth.

Sincerely,


/s/ M. Hammad
M. Hammad, MAI
Certified General Appraiser
CA No. AG002849
ID No. CGAP-247


                                                                         Page ii
<PAGE>

3031 Main Street, Boise, ID

                                TABLE OF CONTENTS

ASSUMPTIONS AND LIMITING CONDITIONS                                            V

SALIENT FACTS AND CONCLUSIONS                                                VII

SUBJECT PHOTOGRAPHS                                                            8

IDENTIFICATION OF THE PROPERTY                                                12

PURPOSE OF THE APPRAISAL                                                      12

FUNCTION OF THE APPRAISAL                                                     12

DATE OF VALUATION                                                             13

HISTORY AND OWNERSHIP                                                         13

SCOPE OF THE ASSIGNMENT                                                       13

MARKETING AND EXPOSURE PERIODS                                                13

AMERICAN DISABILITIES ACT COMPLIANCE                                          14

PROPERTY RIGHTS APPRAISED                                                     14

HAZARDOUS MATERIAL STATEMENT                                                  14

COMPETENCY PROVISION                                                          15

DEFINITIONS                                                                   15

REGIONAL OVERVIEW                                                             17

AREA DESCRIPTION                                                              23

HOTEL INDUSTRY OVERVIEW                                                       27

SITE DESCRIPTION                                                              34

PLAT MAP                                                                      39


- ----------------------------------
James Ratkovich & Associates, Inc.                                           iii
<PAGE>

3031 Main Street, Boise, ID

TABLE OF CONTENTS (CONTINUED)

IMPROVEMENT DESCRIPTION                                                       40

HIGHEST AND BEST USE ANALYSIS                                                 48

VALUATION                                                                     52

COST APPROACH                                                                 55

DIRECT COMPARISON APPROACH                                                    79

INCOME APPROACH                                                               93

RECONCILIATION AND FINAL VALUE CONCLUSIONS                                   112

CERTIFICATIONS                                                               114

APPRAISER'S QUALIFICATIONS

ADDENDA

Historical Operating Data
Smith Travel Research Hotel Operating Statistics
PKF Industry Standards
Smith Travel Research Report


- ----------------------------------
James Ratkovich & Associates, Inc.                                            iv
<PAGE>

3031 Main Street, Boise, ID

                        Assumptions & Limiting Conditions

The analysis of the property is predicated upon the following assumptions and
conditions:

The date of value to which the opinions expressed in this report apply is set
forth in the letter of transmittal. The Appraiser assumes no responsibility for
economic or physical factors occurring at some later date which may affect the
opinions herein stated.

No opinion is intended to be expressed for legal matters or that would require
specialized investigation or knowledge beyond that ordinarily employed by real
estate appraisers, although such matters may be discussed in the report.

No opinion as to title is rendered. Data on ownership and the legal description
were obtained from sources generally considered reliable. Title is assumed to be
marketable and free and clear of all liens and encumbrances, easements, and
restrictions except those specifically discussed in the report.

The property is appraised assuming it to be under responsible ownership and
competent management and available for its highest and best use.

No engineering survey has been made by the Appraiser. Except as specifically
stated, data relative to size and area were taken from sources considered
reliable, and no encroachment of real property improvements is assumed to exist.

Maps, plats, and exhibits included herein are for illustration only, as an aid
in visualizing matters discussed within the report. They should not be
considered as surveys or relied upon for any other purpose.

No opinion is expressed as to the value of subsurface oil, gas, or mineral
rights and the property is not subject to surface entry for the exploration or
removal of such material except as expressly stated.

Testimony or attendance in court or at any other hearing is not required by
reason of rendering this appraisal unless such arrangements are made and
compensation is agreed in advance.

No soil studies covering the subject property were available to the Appraiser,
therefore, assumptions as to soil qualities employed in this report are not
conclusive but have been considered consistent with information available to the
Appraiser.

Earthquakes are not common in the area. No responsibility is assumed due to
their possible effects on individual properties unless detailed geological
reports are made available.

The property has been personally inspected by the appraisers so designated in
the Certification and have found no obvious evidence of structural deficiencies
except as stated in the report; however, no responsibility for hidden defects or
conformity to specific governmental requirements such as fire, building and
safety, earthquake, or occupancy codes can be assumed without provision of
specific professional or governmental inspections.


- ----------------------------------
James Ratkovich & Associates, Inc.                                             v
<PAGE>

3031 Main Street, Boise, ID

Assumptions & Limiting Conditions (continued)

No consideration has been given in this appraisal to personal property located
on the premises unless, specifically addressed within this report. Only real
property items have been considered unless specifically mentioned.

The rental areas herein discussed have been calculated in accord with standards
developed by the American Standards Association as included in Real Estate
Terminology.

This report is based, in part, upon information assembled from a wide range of
sources. An impractical and uneconomic expenditure of time would be required in
attempting to furnish unimpeachable verification in all instances, particularly
as to market related information, therefore, the incorporated data cannot be
guaranteed.

The dollar amount of any value opinion herein rendered is based upon the
purchasing power of the United States dollar existing at the date of value.

The Appraiser reserves the right to make such adjustments to the valuation
herein reported as may be required by consideration of additional or more
reliable data that may become available.

In the event this report is placed in the hands of a third party, such party
must be made cognizant of any and all limiting conditions resulting from the
basis of our employment and discussions related thereto as well as those set
forth herein.

When improvements are labeled proposed or when development type properties are
concerned, the property has been appraised subject to certain assumptions as to
the quality and nature of the completed buildings, tenant improvements, land
improvements or infrastructure. The basis for these assumptions were provided by
the client, his representative, or government officials. Any deviation from
these specifications will render the conclusions, which are based on those
assumptions, useless and void.

Hazardous substances, if present within a facility, can introduce an actual or
potential liability that will adversely affect the marketability and value of
the facility. Such liability may be in the form of immediate recognition of
existing hazardous conditions requiring correction and the future obligation
that can stem from the release of currently non-hazardous contaminants, such as
asbestos fibers or toxic vapors from urea formaldehyde foam insulation, through
aging or building renovations. In the development of our opinion of value, no
consideration has been given to such liability or its impact on value. The
Appraiser is not qualified to make an investigation to determine the possible
presence of toxic materials requiring either immediate or future correction.
There are experts in this special field who can conduct such investigations and
provide guidance regarding the impact of toxic materials that may be present in
the subject property.

Disclosure of the contents of this appraisal report is governed by the bylaws
and regulations of the Appraisal Institute. Neither all nor any part of the
contents of this report (especially any conclusions as to value, the identity of
the appraisers or the firm with which they are connected, or any reference to
the Appraisal Institute or the MAI, SRPA, RM, SRA, or SREA designations) shall
be disseminated to the public through advertising media, public relations media,
news media, sales media, or any other public means of communication without the
prior written consent and approval of the undersigned.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            vi
<PAGE>

3031 Main Street, Boise, ID

                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS

LOCATION:                              Shilo Inn
                                       3031 Main Street
                                       Boise, Ada County, Idaho

ASSESSOR'S PARCEL NO.:                 S1004336250

PROPERTY RIGHTS APPRAISED:             Fee Simple Estate

OWNER OF RECORD:                       Mark S. Hemstreet

PROPERTY TYPE:                         112-Unit Motel

ZONING:                                C-2D: General Commercial-Design Review;

FLOOD ZONE:                            Majority of site located in zone B (areas
                                       between limits of 100-year flood and
                                       500-year flood). A portion of the site
                                       (extreme westerly side adjacent to Boise
                                       River is in zone A5 (areas of 100-year
                                       flood).

SITE AREA:                             90,605+/- square feet, or 2.08+/- acres.

IMPROVEMENTS:                          The site is improved with a three-story,
                                       average to good quality, Class C motel
                                       with 112 guest rooms plus manager's
                                       apartment encompassing 55,268+/- square
                                       feet. A portion of the building was
                                       constructed in 1974, added on to in 1987,
                                       with major portions refurbished within
                                       past year.

HIGHEST AND BEST USE:                  As Vacant:    Commercial development
                                       As Improved:  Existing Hotel Use

VALUE CONCLUSIONS:
  Land Value:                          $770,000
  F F & E:                             $336,000 ($3,000/room)
  Cost Approach:                       $6,550,000
  Direct Sales Comparison:             $5,900,000
  Income Capitalization Approach:      $6,050,000

  Final Value Estimate                 $6,050,000

ESTIMATED MARKETING TIME:              Twelve Months
LAST DATE OF INSPECTION:               November 8, 1996
DATE OF VALUE:                         December 1, 1996


- ----------------------------------
James Ratkovich & Associates, Inc.                                           vii
<PAGE>

3031 Main Street, Boise, ID

                           PHOTOGRAPHS OF THE SUBJECT

                                 [PHOTO OMITTED]

                        View of subject from Main Street.

                                 [PHOTO OMITTED]

                              East side of subject.


- ----------------------------------
James Ratkovich & Associates, Inc.                                             8
<PAGE>

3031 Main Street, Boise, ID

                       PHOTOGRAPHS OF THE SUBJECT, Cont'd.

                                 [PHOTO OMITTED]

                              South end of subject.

                                 [PHOTO OMITTED]

                              West side of subject.


- ----------------------------------
James Ratkovich & Associates, Inc.                                             9
<PAGE>

3031 Main Street, Boise, ID

                       PHOTOGRAPHS OF THE SUBJECT, Cont'd.

                                 [PHOTO OMITTED]

                               Registration area.

                                 [PHOTO OMITTED]

                               Registration lobby.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            10
<PAGE>

3031 Main Street, Boise, ID

                       PHOTOGRAPHS OF THE SUBJECT, Cont'd.

                                 [PHOTO OMITTED]

                           Typical double-queen room.

                                 [PHOTO OMITTED]

                           Typical double-queen room.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            11
<PAGE>

3031 Main Street, Boise, ID

                       PHOTOGRAPHS OF THE SUBJECT, Cont'd.

                                 [PHOTO OMITTED]

                                Hospitality room.

                                 [PHOTO OMITTED]

                                Hospitality room.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            12
<PAGE>

3031 Main Street, Boise, ID

                       PHOTOGRAPHS OF THE SUBJECT, Cont'd.

                                 [PHOTO OMITTED]

                                 Pool enclosure.

                                 [PHOTO OMITTED]

                                  Fitness room.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            13
<PAGE>

3031 Main Street, Boise, ID

                       PHOTOGRAPHS OF THE SUBJECT, Cont'd.

                                 [PHOTO OMITTED]

                            Meeting/conference room.

                                 [PHOTO OMITTED]

         Looking east on Fairview. Access to subject at Chevrolet sign.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            14
<PAGE>

3031 Main Street, Boise, ID

                       PHOTOGRAPHS OF THE SUBJECT, Cont'd.

                                 [PHOTO OMITTED]

             Looking west on Main Street. Access to subject on left.

                                 [PHOTO OMITTED]

            Looking east on Main Street. Access to subject on right.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            15
<PAGE>

3031 Main Street, Boise, ID

                         IDENTIFICATION OF THE PROPERTY

The subject property, known as the Shilo Inn is located at 3031 Main Street in
Boise Idaho. It is located on the southerly side of Main Street at the Boise
River. The property is a 112 unit hotel complex contained within a three-story
structure built in 1974-87 and situated on a 90,605 square foot site.

Legal Description

The subject property is legally described in the addenda. It is further
identified as assessor's parcel number S1004336250.

                            PURPOSE OF THE APPRAISAL

The purpose of the appraisal is to express our opinion of the market value,
"As-is" of the Fee Simple Estate, of the going concern, in the subject property,
as of the stated appraisal date.

                            FUNCTION OF THE APPRAISAL

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral for a proposed loan for
its underwriting purposes. This appraisal is intended to comply with the
requirements of the Uniform Standards of Professional Appraisal Practice
(USPAP), as promulgated by the Appraisal Standards Board of the Appraisal.

      o     May be relied upon by KeyCorp and Merrill Lynch Mortgage Capital
            Inc. in determining whether to make a loan(s) evidenced by a note
            ("Property Note") secured by the Property;

      o     May be relied upon by any purchaser in determining whether to
            purchase the Property Notes for these transactions from Merrill
            Lynch Mortgage Capital Inc.;

      o     May be relied upon by any Rating Agency in rating securities issued
            by Merrill Lynch Mortgage Capital Inc. and representing an interest
            in the Property Notes;

      o     May be included with and referred to in materials offering the
            Property Notes or an interest in the Property Notes for sale.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            16
<PAGE>

3031 Main Street, Boise, ID

                                DATE OF VALUATION

The date of valuation is December 1, 1996. The subject and the comparables were
last inspected on November 8, 1996.

                              HISTORY AND OWNERSHIP

The apparent owner of the subject property is Mark Hemstreet who purchased the
property in June 1982. Based on our investigation of the public records, no
transfers of the subject have occurred in the past three years and no listings
in the past year.

                             SCOPE OF THE ASSIGNMENT

This appraisal has been made in accordance with the accepted techniques,
standards, methods and procedures as stated in the Uniform Standards of
Professional Appraisal Practice of the Appraisal Institute. The value set forth
herein was estimated after application and analysis by the Direct Sales
Comparison Approach to value and an Income Approach analysis using
capitalization and discounting methods.

The appraiser researched the market for sales of vacant land similar to the
subject's land. This was added to the estimated depreciated cost to build the
improvements to arrive at a reasonable Cost Approach to value. The subject
market area was surveyed to obtain an indication of overall market rents,
typical expenses and occupancy levels, in order to analyze the subject income
stream for the Income Approach to value. Additionally, sales of improved
properties similar to the subject property were analyzed to determine both the
demand for and to estimate market value of the subject property. The three
approaches were correlated to arrive at a final value. This is a complete
appraisal/self contained report. All the data gathered was verified and adjusted
according to superiority or inferiority relative to the subject property in
order to obtain a value indication for the subject property.

                         MARKETING AND EXPOSURE PERIODS

According to Korpacz Real Estate Investor Survey, Second Quarter 1996, the
average marketing time for national investment property is 9.89 months as
compared to 11.01 months a year prior. According to CB Commercial Investor
Survey, First Quarter 1996, the marketing time for hotels ranges between 6-18
months and averages 8.4 months. Sales used in our market approach analysis
indicate a range between 1 and 12 months marketing time. Hotel and motel brokers
indicate that properties similar to the subject are expected to have marketing
periods of approximately 9 to 12 months. This appraisal is based on a 12 month
marketing period. Exposure period is a retrospective indication of market time
and for the subject property is estimated to be the same as the marketing
period.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            17
<PAGE>

3031 Main Street, Boise, ID

                      AMERICAN DISABILITIES ACT COMPLIANCE

The subject property is appraised without a specific compliance survey having
been constructed to determine if the property is or is not in conformance with
the requirements of the Americans with Disabilities Act (ADA). The presence of
architectural and communications barriers that are structural in nature that
would restrict access by disabled individuals may adversely affect the
property's value, marketability or utility.

                            PROPERTY RIGHTS APPRAISED

The rights in realty are typically identified with respect to properties such as
the subject are the Fee Simple, Leased Fee, and Leasehold Estate. These are
defined as follows:(1)

Fee Simple Estate: An absolute fee; a fee without limitations to any particular
class of heirs or restrictions, but subject to the limitations of eminent
domain, escheat, police power and taxation. An inheritable estate.

Leased Fee Estate: A property held in fee with the right of use and occupancy
conveyed by lease to others. A property consisting of the right to receive
rentals over a period of time, plus the right of ultimate repossession at the
termination of the lease.

Leasehold Estate: A property held under tenure of lease. The right of use and
occupancy of real property by virtue of a lease agreement. The right of a lessee
to use and enjoy real estate for a stated term and upon certain conditions, such
as the payment of rent.

The property rights appraised within the context of this report are described as
the Fee Simple Estate.

                          HAZARDOUS MATERIAL STATEMENT

In this appraisal assignment, unless otherwise stated, the existence of
potentially hazardous material used in the construction or maintenance of the
building, such as the presence of toxic waste, which may or may not be present
on the property, was not observed by the appraiser; nor do we have any knowledge
of the existence of such materials on or in the property. The appraiser is not
qualified to detect such substances. The presence of potentially hazardous
insulation may have an effect on the value of the property. The value estimate
is predicated on the assumption that there is no such material on or in the
property that would cause a loss in value. No responsibility is assumed for any
such conditions, or for engineering or scientific knowledge required to discover
such materials. The client is urged to retain an expert in this field, if so
desired.

- ----------
(1) Real Estate Terminology; American Institute of Real Estate Appraisers; Burl
N. Boyce, Ph.D.; Ballinger Company; 1975.


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James Ratkovich & Associates, Inc.                                            18
<PAGE>

3031 Main Street, Boise, ID

                              COMPETENCY PROVISION

We attest that the writer of this report has attained a level of competency
necessary to complete the assignment in a diligent manner, utilizing all the
commonly recognized analysis techniques considered normal for a prudent
evaluation effort. The reader is referred to the appraisers' qualifications in
the addenda for further confirmation of the appraisers' training and background.

Definitions

"(2) 'Market value'(2) means:

      (i) The most probable price which a property should bring in a competitive
      and open market under all conditions requisite to a fair sale, the buyer
      and seller, each acting prudently, knowledgeably and assuming the price is
      not affected by undue stimulus. Implicit in this definition is the
      consummation of a sale as of a specified date and the passing of title
      from seller to buyer under conditions whereby:

            A.    buyer and seller are typically motivated;

            B.    both parties are well informed or well advised, and each
                  acting in what he considers his own best interest;

            C.    a reasonable time is allowed for exposure in the open market;

            D.    payment is made in terms of cash in US dollars or in terms of
                  financial arrangements comparable thereto; and

            E.    the price represents a normal consideration for the property
                  sold unaffected by special or creative financing or sales
                  concessions granted by anyone associated with the sale.

(ii) Adjustments to the comparables must be made for special or creative
financing or sales concessions. No adjustments are necessary for those costs
that are normally paid by sellers as a result of tradition or law in a market
area; these cost are readily identifiable since the seller pays these costs in
virtually all sales transactions. Special or creative financing adjustments can
be made to the comparable property by comparisons to financing terms offered by
a third party institution lender that is not already involved in the property or
transaction. Any adjustment should not be calculated on a mechanical dollar for
dollar cost of the financing or concession, but the dollar amount of any
adjustment should approximate the market's reaction to the financing or
concessions based on the appraiser's judgment."

Going Concern Value

According to the Dictionary of Real Estate Appraisal, Third Edition, going
concern value is defined as: the value created by a proven operation; considered
as a separate entity to be valued with a specific business establishment.

- ----------
(2) This definition of market value is predicated on the Uniform Standards of
Professional Appraisal Practice (USPAP) and fully complies with those
requirements mandated by the Office of Thrift Supervision (OTS), Office of the
Comptroller of Currency (OCC), Federal Deposit Insurance Corporation (FDIC),
National Credit Union Administration (NCUA), Federal Home Loan Bank Board
(FHLBB), and the Resolution Trust Corporation (RTC).


- ----------------------------------
James Ratkovich & Associates, Inc.                                            19
<PAGE>

                                [GRAPHIC OMITTED]

                                    --------
                                    Area Map
                                    --------


                                                                              20
<PAGE>

3031 Main Street, Boise, ID

                                REGIONAL OVERVIEW

Location

Ada County and the city of Boise are centrally located in the Pacific Northwest,
adjacent to the region's major highway-Interstate 84. Boise's relative location
to other major cities:

                          City                        Air Miles
                         Seattle                         393
                         Spokane                         292
                        Portland                         343
                     Salt Lake City                      292
                          Reno                           329

Area Characteristics

Boise is the capital for the state of Idaho and is the seat of the county
government for the county of Ada. Boise is situated in a valley with mountains
to the east and northeast with desert and agricultural land to the west and
southwest. The city developed along the river plain of the Boise River. The
oldest parts of the city lie adjacent to the river, principally on its north
side. As the city grew, it expanded to the south, eventually reaching two
natural plateaus, locally referred to as the "bench" areas. Each bench, or
plateau, is 30 to 50 feet high. To the north and east of the city, the foothills
rise to a height of about 7,500 feet. The city itself has an elevation of
approximately 2,750 feet.

Climate

Because Boise is situated in a valley protected on the northeast by the
mountains and the plateaus to the southwest, it experiences a moderate climate
not typically found in communities of southern Idaho. Annual rainfall in the
Boise area is approximately 11 to 12 inches and annual snowfall in the
surrounding mountains will frequently range from 40 to 60 inches. Winter average
daily temperatures are 20 degrees to 34 degrees, Fahrenheit; summer daily
temperatures range between 60 degrees and 90 degrees Fahrenheit. Boise's annual
average temperature relative to other major cities:

            Boise             51.50            Reno              49.40
            Sacramento        60.60            Salt Lake City    51.70
            San Francisco     56.60            Seattle           51.40
            Portland          53.00            Spokane           54.80
            Great Falls       44.70


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James Ratkovich & Associates, Inc.                                            21
<PAGE>

3031 Main Street, Boise, ID

REGIONAL DATA (continued)

Utilities

Within Boise city limits, and also extending to Ada County, domestic water is
supplied by Boise Water Corporation, a private, for-profit corporation.
Practices and water rates are regulated by the Idaho State Public Utilities
Commission. Sewer is generally provided by non-profit "districts" established
under Idaho code. Treatment plants are typically Boise City owned, with the
districts paying a fee to the City for their use. Electric service is provided
by Idaho Power Company. Natural gas service is provided by Intermountain Gas
Company. U.S. West Communications provides telephone service.

Government/Taxation

City government is a mayoral system and the county government is headed by a
board of commissioners. The City of Boise provides both police and fire
protection and full-time personnel. Boise City and Ada County services are
headquartered in a complex located in the eastern downtown section of the city
of Boise.

While there is a state sales tax (5.0 percent), there are no local, county, or
municipal sales taxes. Idaho also has a graduated income tax with a minimum 2.0
percent and a maximum 8.2 percent. Property taxes, for the most part, are
considered moderate, with tax rates generally close to 1.5 percent of true cash
value. Property tax increases are controlled to some extent by state tax law.
Unincorporated areas generally have a real property tax near 1.0 percent of true
cash value. Property is assessed by the county assessor's office at true cash
value with actual physical reappraisals on a five-year cycle; with trending
during the interim.

Medical Services

As a metropolitan service area, Boise has two major hospitals: St. Alphonsus, a
269-bed, acute-care medical center, and St. Luke's Hospital, a 300-bed,
acute-care medical center. In addition, there is the Veterans Medical Center
with 162 beds, Intermountain Hospital of Boise with 95 beds, and the Idaho Elk's
Rehabilitation Hospital with 50 licensed beds (the latter specializing in
sub-acute care). The two major hospitals represent modern, full-service
facilities.

Transportation

Primary transportation access for Boise is Interstate 84. I-84 traverses through
Ada County just south of the city of Boise, connecting with Idaho Falls,
Pocatello, and Salt Lake City, Utah to the east; and Portland, Oregon to the
west. Secondary highway access is provided by State Highway 55, which extends
north to McCall, 14 miles from where it joins U.S. Highway 95 connecting with
Lewiston, Moscow, and Coeur d'Alene to the north. Boise has a national airport
served by United, Sky West, Delta, Horizon, Empire, and Morris passenger air
carriers. It is also situated on a major east/west rail-line with service
provided by two national railroads. Amtrak and intercity national bus service is
also available.


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James Ratkovich & Associates, Inc.                                            22
<PAGE>

3031 Main Street, Boise, ID

REGIONAL DATA (continued)

Quality of Life

Quality of life is one of Boise's greatest assets and is responsible for more
influx into the state than any other factor. Boise was named one of the top ten
communities in which to raise a family within the United States by Parenting
Magazine in March, 1990. Factors contributing to the quality of life within the
Boise area include the climate, recreational facilities within easy reach from
Boise, parks and recreational facilities, availability of medical services,
educational facilities, cultural centers, restaurants, relatively modest cost of
living, and serious crime rates below the national average.

Education

Boise State University is Idaho's largest university. Located near downtown
Boise, more than 15,000 students are projected (fall 1995) in 120 academic
programs, including 20 at the masters level. The university also includes an
accredited master of business administration program.

Last year, 750,000 people attended events on the BSU campus, such as lectures,
theatrical productions, movies, dances, art exhibits, athletic events, and
concerts.

BSU's Pavilion hosts many nationally famous recording stars, as well as athletic
contests and other events. More than three million people have attended events
in the Pavilion since it opened in 1982. The Morrison Center for the Performing
Arts, which opened in 1984, is one of the finest buildings in the nation for
music, theater, dance, and other cultural events.

The Albertson College of Idaho, in nearby Caldwell, is a private liberal arts
college (1995-96 enrollment: 1,292). Northwest Nazarene College (3,332-student
enrollment in 1995-96) is located in nearby Nampa. The new Boise State
University College of Technology offers engineering training in conjunction with
the University of Idaho's engineering program.

Other training schools located in the Boise area include ITT Technical
Institute, the Teller Training Institute, Dale Carnegie courses, and the
American Institute of Health Technology, to name a few.

Recreation

Recreation is one of Boise's greatest assets. Boise has four distinct seasons
permitting a variety of outdoor activities such as golf, tennis, horseback
riding, hiking, skiing, fishing, hunting, and backpacking. Several miles of
bicycle trails along the Boise River were set aside in 1975 and 1976, and
expanded thereafter. In the summer of 1990, the bicycle paths were extended
nearly 12 miles from northwest Boise to Lucky Peak Dam. Water skiing and fishing
are available ten miles east of Boise at the Lucky Peak Reservoir. Snow skiing
is available only 16 miles from downtown Boise at the Bogus Basin Ski Resort,
with six chair lifts, 45 runs, and night skiing.


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James Ratkovich & Associates, Inc.                                            23
<PAGE>

3031 Main Street, Boise, ID

REGIONAL DATA (continued)

Population

Selected population statistics for Boise city, Ada County, and Idaho, estimated
by the U.S. Bureau of Census, are:

                                   POPULATION
        -----------------------------------------------------------------
                   Idaho           Ada County             Boise
        -----------------------------------------------------------------
                   Total  % Chg.      Total    % Chg.     Total    % Chg.
        1994   1,133,000    12.5     242,429     17.8    147,000     17.1
        1990   1,006,749     6.7     205,775     18.9    125,519     22.5
        1980     943,935    32.5     173,036     54.2    102,451     36.6
        1970     712,567     6.8     122,230     20.1     74,990    117.5
        1960     667,191    13.3      93,460     32.3     34,481      0.3
        1950     588,637              70,649             34,393
        -----------------------------------------------------------------

As one can see, Ada County and the city of Boise have experienced a period of
rapid growth during the past 15 years. The average rate of increase since 1980
has been 2.8 percent. The Ada Planning Association conducts periodic research to
update census data, both for the city of Boise and Ada County.

Employment/Construction

Economic growth was very strong in the late 1970's. During the early 1980's, Ada
County, like the nation as a whole, experienced a general economic recession.
Beginning in 1985, pent up demand caused in part by high mortgage interest rates
triggered an increase in construction; particularly of apartments and offices.
The result was that apartments were in oversupply near the end of 1986 with an
average eight percent vacancy. Strong population and employment growth, with
limited new construction, held vacancies below five percent from 1988 and
through 1994. Increased new construction in 1993 at 160 units, and 1994 at 2,000
units, moderately over-built the market to a point vacancies were in the range
of eight to ten percent by the end of 1995.

The office market has regained its strength after a period of 5+/- years of
softness, with vacancies in the 15 to 25 percent range. Occupancy for suburban
space is in the range of 95 to 96 percent as identified in a survey of 9,175,066
square feet by the local chapter of the Building Owners and Managers Association
for 1995. During the initial period of rising occupancies, rents were low-below
the return necessary to encourage speculative new construction. During 1990-91,
rents continued to strengthen, and several new suburban and downtown fringe
office projects were completed. All have received acceptable rents and
absorption. Rent levels have continued to increase in the last two to three
years. A survey conducted in the third quarter of 1995 by WhiteLeasure-Clark
Company reflects similar occupancy levels.


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James Ratkovich & Associates, Inc.                                            24
<PAGE>

                                [GRAPHIC OMITTED]

                                Neighborhood Map


                                                                              25
<PAGE>

3031 Main Street, Boise, ID

                             Hotel Industry Overview

Shilo Inns Company is in the competitive limited-service hotel market. According
to Trends in the Hotel Industry, 1996, this segment of the lodging industry saw
a proliferation of new properties in the mid-1980s. It was seen as a favorable
segment with guest rooms that are frequently superior to full-service hotel
rooms at one-half to two-thirds the rate. For hotel managers the properties are
simple to operate and for ownership and lenders, they provide higher profit
margins and lower risk. The limited service hotel segment appears to have
matured and is lagging the industry as a whole but have still achieved in 1995
an aggregate occupancy of 70 percent and average room rates increased 5.9
percent and 41.8 percent average operating profit. Its market demand is reported
at 51.4 percent tourist and 45.8 percent business with the balance allocated to
conventions and conferences.

Shilo Inns typically provides an example of a good limited service hotel
property. Their hotels typically have clean and modern properties with good
access, exposure and on-site parking. The interiors typically contain a
comfortable lobby with check-in counter, one or more meeting rooms, fitness
center, swimming pool, spa, as well as satellite TV, airport shuttle service and
free daily newspapers. Major competitors to the Shilo Inn chain in its market
place include Holiday Inn Express, Comfort Suites, Phoenix Inns, Radisson,
Ramada and some Best Western franchises. The Residence Inns and Marriott
Courtyards cater to a higher priced market sector and are above the subject
segment.

The national limited-service hotel market is experiencing steady growth after
several years of sluggish economic conditions. Overall, market conditions are
continuing to improve, occupancies are higher, concessions are decreasing, and
revenues are beginning to rise. Gross Domestic Product, often an indicator of
travel patterns, is projected to grow at 2.5 percent to 3.0 percent in 1996.
Hotel occupancy for the nation is expected to rise to 71.2 percent, while the
average daily rate is anticipated to grow to $88.10. In general, modest but
stable growth and little inflation are likely to characterize the regional
economy in 1996 and 1997. The following table shows a summary of the US Lodging
Industry's 1995 Regional Performance:

    ------------------------------------------------------------------------
                            Occupancy               Average Daily Rate
    ------------------------------------------------------------------------
                         1995    1994   Variance    1995      1994  Variance
                         ----    ----   --------    ----      ----  --------
       New England      74.3%t   72.0%    3.2%    $131.90   $125.23   5.3%
      Mid Atlantic
      North Central     69.6%    68.6%t   1.3%      82.59     79.41   4.0%
     South Atlantic     70.1%    68.2%t   2.8%      80.51     77.88   3.4%
     South Central      68.7%    67.7%t   1.5%      68.39     65.61   4.2%
    Mountain/Pacific    71.4%    70.1%    1.7%      87.69     83.70   4.8%
       Nationwide       70.6%    69.2%    2.0%    $ 85.92   $ 82.21   4.5%
    ------------------------------------------------------------------------
Note: Average property size = 210 rooms           Source: PKF Consulting


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James Ratkovich & Associates, Inc.                                            26
<PAGE>

3031 Main Street, Boise, ID

Hotel Industry Overview (continued)

Investors are seeking limited-service hotels with upside potential in many
regions of the country, including the Mountain and Pacific Regions, which
encompasses the states west of the Continental Divide. 1996 and 1997 are
forecast to have an annual average demand growth rate of 3.6 percent to 3.8
percent and RevPAR (room revenue per available room) growth of 5.2 percent to
7.3 percent according to the April 1995 issue of Coopers & Lybrand's Hospitality
Directions. Further, this region outstripped the rest of the country in Rooms
Demand with a 3.7 percent average percent change and a modest supply increase of
only 1.6 percent as shown in the table below.

        ----------------------------------------------------------------
                                       Rooms Demand        Rooms Supply
                                     Average percent     Average percent
                                         Change              Change
        ----------------------------------------------------------------
        New England                       2.5%                1.2%
        South/Middle Atlantic             3.1%                1.4%
        East South/North Central          3.4%                1.6%
        WestSouth/North Central           3.2%                1.3%
        Mountain                          3.7%                1.6%
        Pacific                           2.8%                2.8%
        ----------------------------------------------------------------

Investors cite improving operating results, a limited new full-service supply,
and the relative scarcity of new development financing as influencing factors
underlying the strong interest in this segment. In fact, many investors have
stated that full-service hotels are considered the best hotel investment
opportunity for 1996. In late 1995, investors were purchasing limited-service
hotels at 70 percent of replacement cost; however, the inventory of quality
full-service hotels is dwindling and competition is increasing. One of the more
desirable acquisition targets is reflagging a property in a major hotel chain
that commands immediate brand name recognition and offers strong reservation and
marketing systems.

New construction activity is expected to surge as investors target secondary and
tertiary locations where an aging room supply exists and many operators are
unwilling or unable to invest in room modernization. New construction between
1995 and 1997 is expected to be 40 percent higher than 1990 to 1993. Supply
growth will edge up approximately 1.5 percent in 1996 and 1997, but is still
below the 2.4 percent average growth rate that prevailed in the 1970s.

Renovation costs are a significant consideration in hotel investors'
determination of price/value and return requirements. The majority of market
participants anticipate that soft goods refurbishment be completed every five to
seven years and a total refurbishment be completed every 10 years. In factoring
these costs into price/value, investors typically attempt to discount them from
the price/value; however, they are not always successful. An investor who
intends to purchase a property, upgrade and reposition it will forecast higher
renovation and property improvement costs than one who is not seeking to
"reflag" the property. Thus, the first investor of an older property has less
room for negotiation.


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James Ratkovich & Associates, Inc.                                            27
<PAGE>

3031 Main Street, Boise, ID

Hotel Industry Overview (continued)

Investors continue to base pricing on historical 12-months cash flow and are
less willing to pay for any upside potential. Nearly 58 percent of participants
in a recent Coopers & Lybrand's poll reported that they capitalize their prior
12 months income.

Investors also prefer fee simple purchases to ground leases; however, in high
density locations such as the central business district or airport areas, ground
leases are generally in-place. Almost all investors look at the potential of
buying out the lease or renegotiating the terms. Leases tend to be calculated on
either a fixed payment or a percentage of revenue basis, with investors shying
away from percentage payments.

The following table shows a summary of major hotel transactions. The survey was
conducted by Hospitality Associates and covers the years 1991 to 1995. There is
a clear trend showing both increased activity and prices paid since 1992 when,
many believe, the market bottomed out for hotel sales.

      ---------------------------------------------------------------------
      Year        Number of         Number of        Average Price Per Room
                Transactions         Rooms
      ---------------------------------------------------------------------
      1995          107              38,135                 $83,000
      1994           83              30,452                  76,000
      1993           40              15,825                  74,000
      1992           41              17,219                  63,000
      1991           52              15,806                  87,000
      ---------------------------------------------------------------------

While financing has been constrained in past years, debt financing sources have
begun to ease credit terms and Wall Street firms and institutional money sources
are targeting hotel investments. Lenders who are active in hotel debt financing
include insurance companies, banking institutions, and finance/credit companies
such as Finova Capital Corporation, Heller Financial, and GE Capital
Corporation. Publicly traded companies such as Host Marriott, Prime Motor Inns,
and Felcor Suite Hotels are aggressively pursuing acquisitions. Many lenders are
offering secondary financing above 80 percent loan to value ratios. REITs are
becoming aggressive in purchasing hotels. This is especially true of Patriot
American Hospitality, Inc., the largest REIT, which filed an initial public
offering (IPO) with the SEC in late September 1995 and raised more than $350
million.

As a result of increased financing availability, investors have benefited by
more favorable long-term financing. For instance, the first quarter 1995,
American Council of Life Insurance Companies' (ACLI) average interest rate was
9.41 percent. Typically loans are indexed to the prime rate, treasury rate or
LIBOR. The range of loan amortization is from 15 to 25 years with 20 years being
average. A typical loan-to-value ratio is 50 percent to 75 percent with the
average reported at 63 percent. Debt-coverage-ratios have ranged between 1.25
percent to 1.50 percent with 1.40 percent being average.


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James Ratkovich & Associates, Inc.                                            28
<PAGE>

3031 Main Street, Boise, ID

Hotel Industry Overview (continued)

Full-service hotels are considered most vulnerable to new competition,
particularly from newly built, limited-service chain hotels. In addition, they
suffer from operating deficiencies, including high property operation and
maintenance costs, utility expenses, and upgrading, which erode profitability.
Because it is likely that new construction funds will increase the competitive
supply of both limited and full service hotel rooms by late 1996 and 1997,
owners of older properties are advised to reinvest in the physical plant to
cement guest loyalty. Owners are now beginning to realize that historical
reserve funding levels, typically between 3 percent to 4 percent of total
revenues, are insufficient to fund necessary capital improvements over the life
of a property. Actual capital expenditures for well-maintained properties often
exceed 7 percent of total revenue.

Job growth, the most important indicator of sustained demand for real estate,
continues to substantially trail general economic growth. In fact, many are
calling our current economy a "jobless recovery." No immediate acceleration is
anticipated, due to factors such as improved productivity in many industries and
overall caution on the part of employers.

As stated, it is likely that additional sources of capital will provide
opportunities. Further, many market participants believe that rising inflation
with have a positive net effect on earnings as room revenue is expected to
out-strip increases in operating costs. Trade agreements such as GATT should
have a positive effect on the hotel industry, and the advent of low-cost
airlines will promote more travel and higher occupancies.

New ideas, especially new ideas in technology, continue to be one of the
industries in which the US is remaining competitive in global markets. As the US
achieves a higher level of technology, the hospitality industry has the
opportunity to implement this technology in areas where guests need it most:
checking into the hotel, and communications. Adopting new technology is an
opportunity for hotels to remain competitive and maintain and expand their
customer base. For instance, AT&T's telecommunication package, "Guest Works,"
improves call-processing, accounting and provides specialized voice messaging
through a server.

Selling expenses typically range from 2.5 percent to 5.0 percent of the total
purchase price. According to a national hotel/motel brokerage firm located in
Southern California, the marketing period for limited-service hotels ranges from
3.0 to 12.0 months with an average of 9.0 months. An average 90-day closing
period is typical (from the time a hotel is put under contract to closing).

The early 1990s have been cruel to the hospitality industry, but Shilo Inns has
gone against the grain.(3) Big national chains have been fighting to keep
troubled properties. Many retreated from hotel ownership to seek a relatively
safe haven as hotel management companies. Small independent operators, seeking
security in numbers, flocked to join national franchises.

- ----------
(3) "Portland Business Journal," May 31, 1993, Vol. 10, No. 14, p. 13.


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James Ratkovich & Associates, Inc.                                            29
<PAGE>

3031 Main Street, Boise, ID

Hotel Industry Overview (continued)

The Shilo Inn capitalized on its regional identity and superior reputation to
make gains in its market areas. Mr. Mark Hemstreet, the owner and head of this
privately held company was quoted saying, "I'll take consistent management and a
good product any day over a good location. If guests are greeted with friendly
service and nice clean rooms, they'll come back to Shilo again and again." With
46 hotels and motels, Shilo has become a formidable chain in the West, owned by
just one person making it the 102nd largest lodging company in the world. The
company has about 2,000 employees in nine Western states. Shilo's "affordable
excellence" promotion strategy appears to have been successful in retaining its
core customer base. Shilo's size enables the company to not only get economies
of scale enabling its successful advertising and referral network, but also it
eliminates the need to associate with a costly franchise.

Mr. Hemstreet's willingness to invest in what may be considered secondary
locations goes against the trend of national operators. This provided Shilo Inns
with a competitive advantage, bringing them to maturing markets ahead of the
competition and providing a regional network of lodging facilities to service
their loyal guest base. They appeal to business travelers and tourists alike.
Further, Shilo Inns has continued to invest in renovation and upgrade of older
properties and has superior maintenance and replacements programs. Shilo Inns
has an effective company credo: to deliver consistently high standards from
friendly, efficient, and dedicated employees; and to provide clean, comfortable
and affordable accommodations.(4)

In general, we can conclude that the hotel industry is experiencing the best
growth since the trough of 1992. Increases in occupancies, average daily room
rates, and profitability has been reported throughout the industry in all market
segments. The following chart and accompanying table shows five key indications:

o  Average Daily Rate Change Rate
o  Operating Expense Change Rate
o  Free & Clear Equity Capitalization Rate
o  Residual Capitalization Rate
o  Free & Clear Equity Internal Rate of Return

- ----------
(4) "Oregon Business," October, 1993, Vol. 16, No. 10, p. 32.


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James Ratkovich & Associates, Inc.                                            30
<PAGE>

3031 Main Street, Boise, ID

Hotel Industry Overview (continued)

                       National Full-Service Hotel Market
            From Coopers & Lybrand L.L.P. -- "Hospitality Directions"

                               [GRAPHIC OMITTED]

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
           4th Qtr,'93  1st Qtr,'94  2nd Qtr,'94  3rd Qtr,'94  4th Qtr,'94  1st Qtr,'95  2nd Qtr,'95  3rd Qtr,'95  4th Qtr,'95
- ------------------------------------------------------------------------------------------------------------------------------
<S>           <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>   
ADR Chan      0.0278       0.0329       0.0315       0.0322        0.035        0.037       0.0383       0.0391       0.0417
- ------------------------------------------------------------------------------------------------------------------------------
Op. Exp. C    0.0344       0.0363       0.0354       0.0336       0.0355       0.0352       0.0345       0.0351       0.0348
- ------------------------------------------------------------------------------------------------------------------------------
Equity Cap    0.1143       0.1148        0.115       0.1127       0.0992       0.1073       0.1088        0.109       0.1065
- ------------------------------------------------------------------------------------------------------------------------------
Residual C    0.1189       0.1148        0.115        0.114       0.1014       0.1086       0.1088       0.1078       0.1067
- ------------------------------------------------------------------------------------------------------------------------------
Equity IRR    0.1505       0.1533        0.155       0.1575       0.1567       0.1523       0.1475       0.1496       0.1505
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

o  Average Daily Rate Change Rate

This rate expresses the percentage change in the Average Daily Room Rate. Like
the capitalization rate change, there is a clear trend expressed by the ADRs. In
this case, the trend shows a steady increase in rates. Every quarter since the
2nd Quarter, 1994 has shown incremental increases with an average quarterly
increase of 3.64 percent.

o  Operating Expense Change Rate

Operating Expenses as a percent of revenues have stayed relatively flat or
stable at about 3.5 percent. This indicates that there are economies of scale in
larger revenues since operating expenses can be limited to a stable proportion
of revenues.


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James Ratkovich & Associates, Inc.                                            31
<PAGE>

3031 Main Street, Boise, ID

Hotel Industry Overview (continued)

o  Free & Clear Equity Capitalization Rate

In contrast to the stability of the IRR, the Equity Capitalization rate (i.e.,
overall rate) is showing evidence of decline. A declining capitalization rate
indicates that investors are willing to accept a lower return from their
investment. It has been shown in the above narrative that sales have been
increasing. More purchasers in the market-place means more competition for a
finite supply, thus prices are increasing and investors must be willing to
accept a lesser capitalization rate. This type of trend encourages new
construction which, depending upon the extent of the construction, may stabilize
or even reverse the capitalization rate trend. It is not a given, however, that
occupancies and room rates will continue to increase. Based on available
information, it appears that the favorable trend will continue into 1997 and,
perhaps, beyond.

o  Residual Capitalization Rate

As would be expected, residual capitalization rates have declined consistent
with equity (or overall) capitalization rates

Summary

A dramatic strengthening of industry profits may be expected for 1996 and 1997
given the Coopers & Lybrand forecast. Major contributing factors include healthy
revenue expansion, modest increases in major expenses, continued productivity
gains, and below-average supply growth. Profits per available room are projected
to rise to $2,900 in 1996, and $3,500 in 1997.

There is a significant need to maintain and modernize older full-service hotels.
Shilo Inns has made a commitment to maintaining high-quality, attractive hotels.
Shilo has taken a "saturation" approach to expansion by locating throughout the
Pacific Northwest. Although not a franchise, the Shilo Inns name is recognizable
and has a loyal following. The Shilo Inn name is certainly beneficial in this
region and probably largely responsible for the success of the
off-the-beaten-path locations. Because Shilo is privately owned and Mark S.
Hemstreet is truly an industry insider, it is likely that Shilo Inns are better
managed due to his oversight.

Overall economic trends are positive in the Pacific Northwest and surrounding
regions. This is contributing to the growth in the lodging industry and these
trends appear to be sustainable through the few years. New additions of supply
are expected to provide stiff competition to existing properties and much of
this is coming from Holiday Inn Express and some Comfort Suites. However, Shilo
Inns typically have one of the best locations in its local market areas and with
their efficient management and continuos maintenance programs they should be
able to maintain their market share, if not increase it at he expense of less
competitive properties. Clearly, the trend in the limited service lodging
industry continues to be towards "suite" properties. Shilo Inns has many such
properties and generally provide good size rooms with market desired amenities
at an affordable price. Given the positive economic trends in the many of the
markets Shilo Inns is located, central reservation system, large guest following
and solid management structure with efficiencies in purchasing and marketing it
is reasonable to conclude that the Shilo Inns will continue to be a successful
chain with a positive outlook for the foreseeable future.


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James Ratkovich & Associates, Inc.                                            32
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3031 Main Street, Boise, ID

                                SITE DESCRIPTION

The subject site is an irregular-shaped parcel containing 90,605+/- square feet.
The site plan on the facing page shows the property relative to the Boise River,
Main Street, and the access frontage road to the south. The lot lines are
highlighted in yellow. The site has a little over 300 feet fronting on the north
side of the Boise River, 170.6 feet on its south lot line, 417+/- fronting on
the easterly lot line, and 303+/- feet on its north lot line.

ACCESS

Access to the site from Main Street is via two access easements across the
adjacent site to the north of the subject. The points of access to Main Street
are over a 30-foot-wide and a 25-foot-wide curb cut (see site plan). Access to
and from Fairview Avenue is via a frontage road adjacent to the south side of
the subject with access onto Fairview Avenue approximately 300 feet southeast of
the subject.

EXPOSURE

The subject site has excellent visual exposure from Main Street to the north of
the site. It is noted that Main Street is a one-way arterial traveling west.
Visual exposure from Fairview Avenue to the south of the subject is somewhat
limited as a result of mature trees and road abutment improvements.

OFF-SITE IMPROVEMENTS

Main Street to the north of the subject is four lanes in width, asphalt
surfaced, and improved with curb, gutter and sidewalk on both sides. The
frontage road providing access from Fairview Avenue is asphalt surfaced, two
lanes in width, however, does not have curb, gutter nor sidewalk. Fairview
Avenue to the south of the subject is four lanes in width, asphalt surfaced, and
improved with curb, gutter and sidewalk on both sides. It is noted that Fairview
Avenue is a one-way arterial traveling east.

TOPOGRAPHY AND DRAINAGE

The subject site is level and at approximate Main Street grade. Site drainage is
via on-site drywell collectors which feed into the city of Boise waste
water/sewer system. No evidence of drainage problems were observed.

DESIGNATED FLOOD ZONE

The majority of the subject site is located in zone B (areas between limits of
100-year and 500-year flood, or certain areas subject to 100-year flooding with
average depths less than one foot or where the contributing drainage area is
less than one square mile; or areas protected by levies from the flood base).
The extreme westerly portion of the site (nearest the Boise River) may be in
zone A5" (areas of 100-year flood; base flood elevations and flood hazard
factors determined). Without a formal survey, the appraiser is unable to
determine how much, if any, of the westerly portion of the site is within the
zone A5". The flood zone is determined by the National Flood Insurance Program
of the Federal Emergency Management Agency, and was obtained from Community
Panel No. 160002 0007E, map revised August 2, 1996.


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3031 Main Street, Boise, ID

SITE DATA (continued)

SURROUNDING USES

The site to the southwest and adjacent to the south side of the Boise River is
improved with a Budget Furnishings retail business. The site to the southeast is
improved with Koppels Browsville, an Army/Navy used merchandise store. The Black
Angus, a full-service restaurant, is situated immediately north of the site.
North of the Black Angus and north of Main Street, the site is improved with Bob
Rice Ford, a new and used automotive dealership service and repair facility. The
site to the northeast of the subject is improved with a Subaru automotive
dealership service and repair facility. The site to the south of the subject and
south of Fairview Avenue is improved with a bulk fuel distribution plant. As
previously mentioned, the Boise River is located immediately south of the
subject. The area between the river and the subject is improved with a greenbelt
easement with landscaping and an asphalt-surfaced, eight-foot-wide pedestrian
and bicycle path.

ZONING

The subject site lies within a C-2D district (General Commercial-Design Review).
It shall be the purpose of the General Commercial or C-2D district
classification to establish distinct zones regulated to fulfill the needs for
travel-related service and retail sales areas within the city. The D , or design
review overlay, is established to ensure that the general appearance of the
development upon the land shall not be in conflict with the comprehensive
general plan or other development plans adopted by Boise City for specific
areas. The C-2D zone allows a broad spectrum of commercial uses, of which motel
and hotel are an allowed use.

PARKING REQUIREMENTS

The subject site lies within a general parking district. The general parking
district requires one parking space per motel or hotel guest room. There are 117
marked parking spaces on the subject site, therefore, the improvements meet the
Boise City parking requirements.

TRAFFIC

Traffic data compiled by the Ada County Highway District is summarized below.
These data represent average daily traffic. The daily average is expressed in
vehicles per day (VPD).

Main Street, adjacent to the site, per 1995 (most recent) count = 21,153 VPD
Fairview Avenue, one block southeast of subject = 16,783 VPD


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3031 Main Street, Boise, ID

SITE DATA (continued)

SOILS

No soils report was provided to the appraiser. We have inspected the building
interior corridors, ground floor slab areas, parking lots, and surrounding
parcels for evidence of subsidence, heaving or separation cracking. None of
these effects was evident from our inspections. Therefore, it is assumed that
the subject soils and subsoils have adequate load-bearing capacity to support
the existing improvements, although this opinion is in no way to be construed as
having the weight of a professional engineer's opinion.

SEISMIC

The subject site is not located within a Seismic Special Study Zone. The 1994
Uniform Building Code (UBC) identifies the region as a zone 2B risk area, which
is characterized as having low to moderate Seismicity and moderate seismic
engineering requirements

UTILITIES

All utilities are available to the site, including central water, central sewer,
electricity, natural gas, and telephone service. Utility companies providing the
various services include: United Water Corporation (culinary water), City of
Boise (sanitary sewer), Idaho Power Company (electricity), Intermountain Gas
Company (natural gas), US West Communications (telephone service).

Public services provided to the subject property also include fire/paramedic
service, police protection, and refuse collection. In addition, six-day a week
community bus service is provided by the Boise Urban Stages Company. The bus
routes pass by the subject on both Main Street and Fairview Avenue, providing
services to and from the downtown core area and surrounding residential and
commercial areas.


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3031 Main Street, Boise, ID

SITE DATA (continued)

EASEMENTS AND COVENANTS

The subject property is subject to municipal easements to allow normal
installation and maintenance of utilities. Our review of these issues suggests
no adverse interests which would negatively impact the subject value. It is
further noted that no title documentation has been supplied the appraiser. This
appraisal is predicated on the assumption that no adverse easements exist.

ASSESSMENT AND TAXES

The following real estate and personal property assessment and property tax data
was obtained from the Ada County Assessor's and Treasurer's records.

                             Assessed Value for 1996
                             -----------------------
Assessor's          Real Estate      Personal
- --------------------------------------------------------------------------------
Parcel No.      Land     Imprvmnts   Property   Total Value  Tax Rate    Tax
- --------------------------------------------------------------------------------
S1004336250   $317,100  $1,871,600        -0-    $2,188,700  .018676  $40,875.96
PISHILOINOI                    $                                      $12,724.92
              ------------------------------------------------------------------
Totals        $317,100  $1,871,600   $681,355    $2,870,055           $53,600.88


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<PAGE>

                               [GRAPHIC OMITTED]

                                    --------
                                    Plat Map
                                    --------


                                                                              37
<PAGE>

3031 Main Street, Boise, ID

                             IMPROVEMENT DESCRIPTION

The subject improvement consists of a three-story, average to good quality,
Class C constructed hotel building with 112 guest rooms plus a manager's
apartment, all of which encompass 55,268+/- square feet. 52,635 square feet is
the original hotel structure plus exercise area, common area, sauna, steam room,
storage, and showers, built in 1974, and 2,633 square feet is swimming
pool/whirlpool bath area enclosure built in 1987. Following is a description of
building improvements.

Guest Rooms:                           112, plus manager's two-bedroom
                                       apartment.

Room Types:                            110 double-queen (DQ) and 2 single-king
                                       (SK). It is noted that all guest rooms
                                       include a refrigerator and microwave
                                       oven.

Meeting Room:                          The first floor is improved with an
                                       800+/- square foot conference room with
                                       wet bar, microwave and refrigerator, and
                                       restroom. The room has a seating capacity
                                       of 55 to 62 (classroom style).

Hospitality Room:                      The second floor is improved with an
                                       850+/- square foot hospitality room with
                                       stainless steel sink, counter top,
                                       cupboards and shelving, restrooms, and
                                       storage closet. It is noted that the
                                       second floor hospitality room was
                                       originally designed as two deluxe suites
                                       and subsequently converted to its
                                       existing use. The hospitality room is
                                       also used as an additional
                                       meeting/conference room.

Recreation Facilities:                 Indoor heated swimming pool, whirlpool
                                       bath, steam room, sauna bath, and
                                       exercise room with miscellaneous
                                       equipment.

Restaurant:                            The property does not include a
                                       restaurant and/or lounge. It is noted,
                                       however, that the Black Angus restaurant,
                                       a full-service dining facility with bar,
                                       lounge, and dance area is located
                                       adjacent to the subject.


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3031 Main Street, Boise, ID

                       IMPROVEMENT DESCRIPTION (Continued)

Average Room Size:                     Double-queen rooms: 336+/- square feet;
                                       single-king rooms: 448+/- square feet.

Number of Stories:                     Three, including ground floor.

Parking:                               117 spaces (five more than required by
                                       Boise City parking code).

Foundation:                            Steel reinforced concrete perimeter
                                       foundation wall with concrete spread
                                       footings.

Floor Structure:                       Ground level is steel reinforced
                                       concrete, second and third floors: 2x8
                                       joists, 16" o.c., with 1-1/2 inch
                                       concrete over membrane on 1/2 inch
                                       plywood subfloor.

Exterior Walls:                        Painted 8" masonry block.

Roof Structure:                        3-ply, Class B, fire retardant built-up
                                       roof on 1/2" plywood sheathing over 1x4
                                       and 16" o.c. subroof on 2x8 joists, 24"
                                       o.c.

Interior Partitions (party walls):     2x4 studs, 16" o.c., with fire blocking
                                       and 5/8" gypsum board surfaces, interior
                                       partitions between guest rooms and
                                       hallways of 2x4 studs, 16" o.c., with two
                                       layers of 5/8" one hour rated gypsum
                                       board on each side.

Interior Finish:                       Floor covering in all suites hotel grade
                                       carpet, floor covering in lobby is of
                                       carpet, with ceramic tile in front of
                                       registration desk, ceramic tile in pool
                                       area, vinyl floor coverings in restrooms,
                                       incandescent and fluorescent suspended
                                       and/or attached lighting in public areas,
                                       incandescent wall and table lamps in
                                       guest rooms, incandescent bulb light
                                       fixtures in guest room sink alcoves and
                                       combination incandescent/heat light/vent
                                       ceiling units in guest room bathrooms.


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James Ratkovich & Associates, Inc.                                            39
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3031 Main Street, Boise, ID

                       IMPROVEMENT DESCRIPTION (Continued)

Lobby:                                 Commercial grade hotel carpet, light oak-
                                       stained cabinetry, textured gypsum board
                                       ceiling, vertical window blinds, and
                                       decorative ceiling-suspended light
                                       fixtures.

Guest Rooms:                           Combination painted and vinyl covered
                                       walls, carpet in guest rooms and ceramic
                                       tile floor cover in bathroom, sliding
                                       aluminum glass door onto patio or
                                       balcony.

Elevator:                              One hydraulic passenger elevator,
                                       2,000-pound capacity, located in central
                                       portion of building.

Stairwells:                            Four interior stairwells with non-skid
                                       finish floor surface and fabricated steel
                                       handrails.

HVAC/Climate Control:                  Individual through-the-wall HVAC units
                                       with temperature control modules in each
                                       guest room. In addition to HVAC, through
                                       the wall units in lobby area, hallways,
                                       and manager's apartment.

Electrical:                            Electrical system design engineered to
                                       specific hotel electric loads;
                                       three-phase, four-wire multi-panel power
                                       buses.

Plumbing:                              Each guest suite includes a tub/shower
                                       combination and toilet in separate room
                                       contiguous to dressing room. The dressing
                                       room area includes small vanity with
                                       lavatory sink and wall-mounted surface
                                       lighted mirrors. All rooms improved with
                                       under-counter refrigerator and microwave
                                       oven.

Fire Protection:                       Fully sprinklered throughout; smoke
                                       detectors throughout; fire alarm with
                                       hard-wire activated system and direct
                                       connection to local fire department;
                                       auxiliary emergency exit lighting;
                                       emergency auxiliary generator; conforms
                                       to Boise building/fire safety codes.


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James Ratkovich & Associates, Inc.                                            40
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3031 Main Street, Boise, ID

IMPROVEMENT DESCRIPTION (Continued)

Furniture, Fixtures, and Equipment:    110 units include double-queen beds; two
                                       units include single king-size beds. All
                                       units equipped with color televisions
                                       with remote controls, draperies, light
                                       fixtures and lamps, combination
                                       desk/dresser units, luggage rack, parlor
                                       table with two upholstered wooden chairs,
                                       night stand, microwave oven and
                                       refrigerator, telephone jacks and
                                       telephone, towel and washcloth racks,
                                       pictures, wall mounted and desk lamps,
                                       and waste basket.

SITE IMPROVEMENTS

The property is improved with a 700+/- square foot porte-cochere adjacent to the
lobby and registration area. All of the guest rooms facing the Boise River are
improved with 4'x 12' open front patios (first floor) or open front balconies
(second and third floor). There is 3,260+/- square feet of concrete walkways and
patios, 14,500+/- square feet of landscaped area, and 51,920+/- square feet of
asphalt surfaced parking and driveway with 117 marked parking spaces.
Landscaping includes lawn, various trees and shrubs, ground cover, and permanent
sprinkler system.

DEPRECIATION

In 1995 and early 1996, the real estate, furniture, fixtures, and equipment
improvements were substantially refurbished. Concrete sidewalks and asphalt
surfacing was refinished in the summer of 1995. Since that time, 80 percent of
vinyl floor surfacing has been renewed, interior and exterior of building has
been repainted, draperies, bedspreads, and sheers have all been replaced,
microwave ovens, refrigerators, and television video tape machines (VCP) have
been replaced. All public areas have been wallpapered, restrooms have been
wallpapered, all chairs have been refitted with new cushions and backs, and all
lights have been replaced or refurbished as needed.

As previously mentioned, 52,635 square feet of the original structure was built
in 1974, and thus has an actual age of 22 years; 2,633 square feet of the
building was completed in 1987, and has an actual age of 10 years. All
improvements have been recently refurbished and were observed to be in good
physical condition. It is the appraiser's opinion that on an overall basis, the
effective age of the building is 10 years. According to building industry
sources, the expected life of similar improvements is 50 years.


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3031 Main Street, Boise, ID

IMPROVEMENT DESCRIPTION (Continued)

FURNITURE, FIXTURES & EQUIPMENT

The guest rooms are furnished with modern furnishings which include either a
single king-size bed (in two guest rooms only) or two double-queen beds (in all
other units), side tables, desk, dresser, chairs, table, draperies, night
stands, color television with remote, video players, microwaves,
mini-refrigerators, lamps, couch (in king bed units and hospitality lounge),
clock radio, and telephones. Furniture, fixtures, and equipment includes all of
the furnishings, linens and supplies, cleaning and housekeeping equipment,
coin-operated washers and dryers for guests, business office and front desk
equipment, furnishings and related personal items. We have estimated these
personal property items at a depreciated replacement value of $3,000 per room,
or $336,000.


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3031 Main Street, Boise, ID

                                   Site Plan

                               [GRAPHIC OMITTED]


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3031 Main Street, Boise, ID

                                   Floor Plan

                               [GRAPHIC OMITTED]


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3031 Main Street, Boise, ID

                                   Floor Plan

                               [GRAPHIC OMITTED]


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<PAGE>

3031 Main Street, Boise, ID

                          HIGHEST AND BEST USE ANALYSIS

The Appraisal Institute defines highest and best use as follows:

      "The most profitable likely use to which a property can be put. The
      opinion of such use may be based on the highest and most profitable
      continuous use to which the property is adapted and needed, or likely to
      be in demand in the reasonably near future. However, elements affecting
      value that depend on events or a combination of occurrences that, although
      in the realm of possibility, are not fairly shown to be reasonably
      probable, should be excluded from consideration. Also, if the intended use
      is dependent on a uncertain act of another person, the intention cannot be
      considered.

      "That use to which the land may reasonably be expected to produce the
      greatest net return to land over a given period of time. That legal use
      which will yield to land the highest present value. Sometimes called
      'optimum use.'"

In estimating highest and best use, there are essentially four stages of
analysis:

      1.    Possible Use. What uses of the site in question are physically
            possible?

      2.    Permissible Use (legal). What uses are permissible by zoning and
            deed restrictions on the site in question?

      3.    Feasible Use. Which possible and permissible uses will produce a net
            return to the owner of the site?

      4.    Maximally Productive Use. Among the feasible uses, which use will
            produce the highest net return or the highest present worth?

The highest and best use of the land (or site) if vacant and available for use
may be different from the highest and best use of the improved property. This is
true when the improvements are not an appropriate use, but it makes a
contribution to the total property value in excess of the value of the site.

The following tests must be met in estimating the highest and best use. The use
must be legal; the use must be probable, not speculative of conjectural; there
must be a profitable demand for such use; and it must return to the land the
highest net return for the longest period of time. These tests have been applied
to the vacant property. In arriving at the estimate of highest and best use, the
subject site was analyzed as vacant and available for development.


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3031 Main Street, Boise, ID

HIGHEST AND BEST USE ANALYSIS (continued)

As Vacant

Possible Use: The first constraint is the constraint dictated by the physical
characteristics of the site. The size and location within a block have a
determining effect on the site's value. In general, larger sites and corner
locations enable a developer to achieve economies of scale and allow flexibility
in building and site improvement design.

The subject site is a 90,605+/- square foot irregular-shaped parcel with access
from two secondary one-way arterials. Although the site is irregular in shape,
it has sufficient physical functional utility for a wide range of commercial
uses, including wholesale and retail sales, services, motel and hotel use, to
name a few. The site is located adjacent to the Boise River and its greenbelt,
and as such, has spectacular views of the river, a highly desirable trait. All
utilities are available to the site to allow unrestricted development. Adjacent
and nearby land use within the immediate neighborhood includes various
automotive sales and service facilities, other motels, and restaurants, all of
which are either directly or indirectly travel related. This would suggest the
highest and best use of the site as if vacant would be for development of
commercial, retail, or wholesale travel-related improvements.

Permissible Uses: The subject is located within a commercial zoned area that
allows a broad spectrum of commercial development. Such zone is designed to
accommodate travel-related businesses such as automotive facilities, motel,
hotels, restaurants, etc. Permitted uses are limited to commercial
establishments subject to planning and zoning design review to protect the
overall character of the neighborhood.

Feasible Uses: Of the permitted uses, our analysis suggests that the maximally
productive uses today are probably special use in nature. These include new and
used car and truck sales, automotive parts, and gas station. Given the secondary
arterial nature of the Fairview Avenue and Main Street routing traffic to and
from the subject site, motel or hotel development is seen as a secondary use of
the site as if vacant.

As Improved

The subject is a three-story hotel property with 112 guest rooms in addition to
a relatively small conference room. Review of the historical operations clearly
reveals the profitability of the subject property as a going concern hotel. The
highest and best use analysis of the site as if vacant suggests that were the
site available for development today, the primary use would be most probably be
for other travel-related businesses, such as automotive sales and service, with
a secondary use for motel or hotel development. Nevertheless, the existing use
is clearly profitable, and the improvements add substantial value beyond the raw
site value. After consideration of demolition and redevelopment expenses, it is
clear the highest and best use of the subject site, as improved, is to continue
operations as a hotel.


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3031 Main Street, Boise, ID

                                    VALUATION

There are three approaches to value which will be employed in the analysis: the
Cost Approach including land valuation and construction cost analysis; Direct
Sales Comparison Approach evaluating sales of similar properties; and an Income
Approach based upon the property operating at stabilized income levels.

Cost Approach

In the appraisal process, the Cost Approach requires an analysis of sales of
similar parcels of land to arrive an estimate of market value for the subject
site. An estimate is then made as to the cost to replace the subject's
improvements at today's costs using reliable sources of cost data. Depreciation
or obsolescence from all causes is estimated based on the experiences of similar
properties. Depreciation is then deducted from the replacement costs as new to
arrive at the present worth of the improvements and the site.

Market Approach (Direct Comparison Approach)

This is an appraisal procedure in which the value estimate is predicated upon
prices paid in recent market transactions. Listings and offerings of property
may also be utilized in this analysis, however, the use of listings is limited
since the property has not met the full test of the market and usually tends to
set the upper limit of value. The steps the appraiser follows in this approach
are set forth below.

      1.    Seeks out similar properties for which pertinent sales, listings,
            offerings and/or rental data are available.

      2.    Qualifies the price as to terms, motivating forces and bona fide
            nature.

      3.    Compares each of the sale properties' important attributes with the
            corresponding ones of the properties being appraised, under the
            general division of time, location, income and physical
            characteristics.

      4.    Considers all dissimilarities in terms of their probable effect upon
            the sale price.

      5.    Formulates an opinion of the relative value of the property being
            appraised as compared with the price of each similar property.


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3031 Main Street, Boise, ID

VALUATION (Continued)

The units of comparison abstracted from the sales are the sales price per square
foot or unit and the overall rate of return. Each of these units of comparison
is discussed more fully below.

Sales Price per Square Foot or Unit

This is an expression of the total consideration divided by the particular unit
of comparison. Its chief advantage is that it is a direct comparison of the
price of the comparable to the property in question. Weighing of comparables may
be necessary due to differences of location, physical characteristics, market
conditions and terms of the sale transactions. It is most accurate when the
subject and the comparables are of similar character and the sales are of recent
vintage.

Overall Rate of Return

This rate is the direct relationship of the net operating income (before debt
service) and the sale price, the overall rate reflects both the return on the
investment and the return of the investment. This is a rate which is frequently
used by investors and appraisers because it is ascertainable from comparable
sales and can be applied directly to the estimated net operation income of the
property under appraisal. This unit of comparison is used in the Income
Approach.

Income Approach

The Income Approach is generally the most relevant approach in evaluating
investment type properties. This approach is predicated on the principle that
value is created by the expectation of benefits derived in the future. The
anticipated net income is converted to a present value by a direct
capitalization or the use of a discounted cash flow process.

Direct Capitalization

This process involves dividing the net operating income by a capitalization
rate. This rate reflects such factors as risk, time, interest on capital
investment, and recapture of the depreciating asset. This approach to value
encompasses the following:

1.    The estimation of current economic rent levels to establish annual
      potential gross revenues. Current economic rents are generally current
      market rents.

2.    The estimation of vacancy and collection loss allowances.

3.    The estimation of annual operating expenses.

4.    The deduction from potential gross revenues of vacancy and collection loss
      and operating expenses, leaving the net operating income before debt
      service and depreciation.


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3031 Main Street, Boise, ID

VALUATION (Continued)

5.    Capitalization of the net operating income by the appropriate rate as
      abstracted from the market.

Discounted Cash Flow

A widely accepted view of value as of a given valuation date is the discounted
present worth of the anticipated future income reasonably expected to be
generated by an income producing property over a specific period of time. The
process by which future income receipts are converted to a present value is
termed discounting. Many different capitalization methods and techniques are
available to process anticipated future income into a present worth estimate.
The method used depends primarily on the characteristics of the forecast income
stream, the form of the appropriate rate of return or discount rate, and the
time period involved.

The two methods used in this analysis are capitalization in perpetuity
(utilizing an overall capitalization rate discussed above) and capitalization
for a finite period (discounted cash flow analysis). Capitalization in
perpetuity as used in the Income Approach assumes the income stream will
continue undiminished, indefinitely. The rate used to process this income
streams embodies the factors of time preference (opportunity costs), liquidity,
management burdens, and ownership risks. The appropriate rate is derived through
an analysis of sales of properties displaying similar investment opportunities
to the investor.

The discounted cash flow method is a rigidly defined mathematical relationship
between income streams, rates and timing. Processing an income stream by a
correct mathematical formula does not in itself produce a supportable market
value. As with other techniques of income capitalization, the discounted cash
flow analysis requires reliable market data on several critical points. If the
required market data information is not available, the appraiser is injecting
his judgment and opinion in using non-market data and the results are not
justifiable market value.

RECONCILIATION

The final step in the appraisal process is the reconciliation or correlation of
the value indicators. In the reconciliation, the relative applicability of each
of the approaches utilized is considered. Those approaches that are deemed most
appropriate to the particular appraisal question involved are weighed for the
accuracy and reliability of the data used in the analysis, and an opinion is
formed as to the market value of the subject property. The relative weight or
emphasis given to any of the approaches depends on the forces prevalent in the
market which act upon the subject property.


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James Ratkovich & Associates, Inc.                                            50
<PAGE>

3031 Main Street, Boise, ID

                                  COST APPROACH

In this approach, it is assumed that a purchaser would consider producing a
substitute, competing property with the same utility as the subject. The net
cost to the rational, informed purchaser is the measure of value of the subject
property. The net cost includes construction costs (to the purchaser, not the
contractor or builder), financing costs, and all other costs incurred during the
construction period. Any depreciation or diminished utility is deducted from the
costs in order to arrive at a net contribution of the improvements in their
present condition to the total property value as of the valuation date. The site
is valued as if vacant and available to be put to its highest and best use. This
is then added to the depreciated improvement costs to yield the value of the
total property as indicated by the Cost Approach.

Land Valuation

The most reliable procedure for estimating the land value is by the application
of the Direct Sales Comparison Approach. In estimating the value of the
subject's site, a search was conducted to find sales of similar parcels with
similar zoning and characteristics. Those sales considered to be the most
relevant indicators of the subject's land value are detailed on the following
pages.


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James Ratkovich & Associates, Inc.                                            51
<PAGE>

3031 Main Street, Boise, ID

                              SUMMARY OF LAND SALES

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
Number                  Subject       No. 1        No. 2         No. 3       No. 4
- -----------------------------------------------------------------------------------------
<S>                     <C>           <C>          <C>           <C>         <C> 
Location                3031          NWC          3250          2606        8320
                        Main St.      Fairview &   Shoshone      Broadway    Franklin Rd.
                                      Curtis                                
                                                                            
Size (sf)               90,605+/-     23,300       91,770        19,488      47,000+/-
                                                                            
Configuration           Irregular     Rectangle    Approximat    Rectangle   Approximate
                                                   e rectangle               rectangle
                                                                            
Zoning                  C-2D          C-2D         C-2D          C-2D        C-2D
                                                                            
Utilities Available     All           All          All           All         All
                                                                            
One or Two Street       Two           Two          One           One         One
Access                  (indirect)                                          
Other                   Adjacent to   West bench   Adjacent to               Near Boise
                        Boise River   area         I-84, near                Towne
                                                   airport                   Square mall
Date of Sale                          10/93        7/94          8/94        10/94
                                                                            
Purchase Price                        $192,000     $500,000      $200,000    $500,000

Terms of Sale                         Cash         Cash          Cash        Cash
                                                                            
Cash Equivalent                       $8.24        $5.45         $10.26      $10.64
Price/sf                                                                    
Adjustments:                                                                
After Market                          $9.50        $6.06         $11.36      $11.68
Conditions                                                                  
(time) @ 5%/yr.                                                             
Location                              -0-          -10%          -5%         -15%
                                                                            
Immediate Access                      -15%         -10%          -10%        -10%
                                                                            
Value Indication/sf                   $8.08        $4.85         $9.66       $8.76
- -----------------------------------------------------------------------------------------
</TABLE>


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James Ratkovich & Associates, Inc.                                            52
<PAGE>

3031 Main Street, Boise, ID

                                   LAND SALE 1

Property Type: Commercial Site

Address/Location: Northwest corner Fairview Avenue and Curtis Road

Seller: Chevron

Buyer: Glen Naylor, et al

Sale Date: 10/93

Price: $192,000

Unit Price: $8.24/sf

Sale Terms: Cash

Cash Equivalent Price: $8.24/sf

Time on Market: Had not been listed. Purchasers solicited sellers to purchase.

Site: 150' x 155.33' level site

Size: 23,300 sf

Zoning: C-2D

Utilities: All available

Other: Corner location - west Boise

Improvements: Service station building and tanks removed at cost of $5000 by
              purchasers. Price included in $192,000. Purchased for development
              of a Chevron Island market.

Comments: Strong corner location. High traffic area.


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James Ratkovich & Associates, Inc.                                            53
<PAGE>

3031 Main Street, Boise, ID

                                   LAND SALE 2

Property Type: Commercial site

Address/Location: 3250 Shoshone Street

Seller: Stolphus & Kunert

Buyer: Summit Group

Sale Date: 7/94

Price: $500,000

Unit Price: $5.45

Sale Terms: Cash

Cash Equivalent Price: $5.45

Time on Market:

Site: 300' x 305.9' level site

Size: 91.770 sf

Zoning: C-2D

Utilities: All

Other: Adjacent to I-84 and across from Base Airport

Improvements: 0 - Purchased for development of a Fairfield Sun and Hampton Inn

Comments: Strong freeway exposure location


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James Ratkovich & Associates, Inc.                                            54
<PAGE>

3031 Main Street, Boise, ID

                                   LAND SALE 3

Property Type: Commercial site

Address/Location: 2606 Broadway (SEC Broadway Avenue and Linden Street)

Legal Description: W 112' of N 174; Block 1, Kruegers First Addition

Seller: H. Turman

Buyer: Big O Tire

Sale Date: 8/94

Price: $200,000

Unit Price: $10.26/sf

Sale Terms: Cash

Cash Equivalent Price: $10.26

Time on Market: Less than six months

Site: 112' x 174' level site

Size: 19,488

Zoning: C-2D

Utilities: All

Other: Six blocks south of 144/Broadway interchange

Improvements: 0 at sale. Purchased for development of a Q-Lube.

Comments: Strong location. High traffic count on a major arterial.


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James Ratkovich & Associates, Inc.                                            55
<PAGE>

3031 Main Street, Boise, ID

                                   LAND SALE 4

Property Type: Commercial site

Address/Location: 8320 Franklin Road

Seller: Rinker Company

Buyer: Perkins Family Restaurants

Sale Date: 10/94

Price: $500,000

Unit Price: $10.64

Sale Terms: Cash

Cash Equivalent Price: $10.64

Time on Market: "Less than one year." (per seller)

Site: Irregular. 320' on N side of Franklin Road.

Size: 47,000 sf

Zoning: C-2D

Utilities: All

Other: One block south of Boise Towne Square mall. Immediately south of UPRR
right-of way.

Improvements: 0 - Purchased for development of a Perkins Family Restaurant.

Comments: Strong location adjacent to heavily trafficked arterial.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            56
<PAGE>

3031 Main Street, Boise, ID

Land Valuation (Continued)

The sales of four sites have been analyzed to estimate the market value of the
subject site as if vacant. Sites adjacent to Main Street and Fairview Avenue
within the subject's neighborhood have been fully developed for a number of
years and, therefore, no vacant site sales within the recent past have occurred.
As such, commercially zoned site sales of varying degrees of comparability to
the subject with respect to quality of location and located elsewhere throughout
the community were analyzed.

All of the sales were for cash, therefore, no cash equivalent adjustment is
necessary. A market condition or time adjustment of five percent per year has
been applied. Market conditions in the Boise area are quite strong as indicated
in the city and area section of the report. Property values in various locations
throughout the community have changed at different rates during the recent past.
Property values near the Boise Towne Square mall have increased more rapidly
than land values elsewhere in the community and conversely, land values in the
northeasterly sections of the community have increased at considerably slower
rates. On an overall basis, it is the appraiser's opinion that a five percent
market condition adjustment is appropriate and falls at a level between the
mid-point and upper end of ranges experienced by the community during recent
past years.

In all instances, the sites were purchased in fee simple. The appraisal
assignment is to estimate the fee simple estate in the subject property,
therefore, no adjustments are necessary for property rights conveyed.

Again it is noted that the subject site has excellent visual exposure from Main
Street to the north, however, poor visual exposure from Fairview Avenue to the
south. In addition, immediate access to the subject from Main Street is via an
ingress and egress easement across the adjacent site. Access to and from
Fairview Avenue is via a frontage road.

Following is a narrative description of each sale, appropriate adjustments, and
corresponding value indication.

Sale No. 1 - A 23,300 square foot, rectangular-shaped parcel located at the
northwest corner of Fairview Avenue and Curtis Road was purchased in October of
1993 for $187,000. The site was purchased for development of a Chevron island
market which was subsequently built. At the time of sale, the site was improved
with an old, obsolete service station building and buried tanks, subsequently
removed by the purchasers for a cost of $5,000, resulting in an overall land
price of $192,000, or $8.24 per square foot. This corner location with
two-street access is deemed quite comparable to the subject with respect to
quality of location, however, superior to the subject with respect to access.
Adjustments necessary to this transaction include an upward adjustment for time,
and a downward adjustment for its superiority to the subject with respect to
immediate access. When such adjustments are made, it results in a value
indication of $8.08 per square foot.


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James Ratkovich & Associates, Inc.                                            57
<PAGE>

3031 Main Street, Boise, ID

Land Valuation (Continued)

Sale No. 2 - A 91,770 square foot, approximate rectangular-shaped parcel located
at 3151 Shoshone Street, just north of the Boise Municipal Airport, was
purchased in July of 1994 for $500,000, or $5.45 per square foot. This site was
purchased for development of two motels (Hampton Inn and Fairfield Inn). This
site has excellent Interstate 84 freeway visual exposure and is deemed to be
superior to the subject with respect to location. In addition, it is superior to
the subject with respect to immediate access. Adjustments necessary to this
transaction include an upward adjustment for time, and downward adjustments for
its superiority to the subject with respect to location and immediate access.
When these adjustments are made, it results in a value indication of $4.85 per
square foot.

Sale No. 3 - An 19,488 square foot, rectangular-shaped parcel located at 2606
Broadway (southeast corner of Broadway and Linden Street) was purchased in
August of 1994 for $200,000, or $10.26 per square foot. This site was purchased
for development of a Q-Lube, an automotive quick oil and lube service facility.
The site is located approximately six blocks south of the Broadway/Interstate 84
interchange. This property is deemed slightly superior to the subject with
respect to location, however, quite superior with respect to immediate access.
Adjustments necessary to this sale include an upward adjustment for time, and
downward adjustments for its superiority to the subject with respect to location
and immediate access. When these adjustments are made, it results in a value
indication of $9.66 per square foot.

Sale No. 4 - A 47,000+/- square foot, approximate rectangular-shaped site
located at 8320 Franklin Road, one block south of the Boise Towne Square mall,
was purchased in October of 1994 for $500,000, or $10.64 per square foot. This
site was purchased for development of a Perkins Family Restaurant, which was
subsequently built. This property is immediately south of the Union Pacific
Railroad right-of-way, and north of one of Boise's most heavily trafficked
arterials. This property is deemed quite superior to the subject with respect to
location and superior with respect to immediate access. Adjustments necessary to
this sale include an upward adjustment for time, and downward adjustments for
its superiority to the subject with respect to location and immediate access.
When these adjustments are made, it results in a value indication of $8.76 per
square foot.

We have given Sales 1, 3 and 4 more weight and discounted Sale 2 since it is
clearly out of the range with no justification. Based on our analysis and
adjustments we estimate the subject site to have a vale of $8.50 per square
foot. Or calculations are shown below.

                    90,605 sq. ft. @ $8.50/sq. ft. =$770,143

                              Conclude   $770,000
                                         ========


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James Ratkovich & Associates, Inc.                                            58
<PAGE>

3031 Main Street, Boise, ID

COST APPROACH (Continued)

Reproduction Cost New

The next step in the Cost Approach is to estimate the cost new of the subject
improvements. The dimensions and characteristics of the improvements have been
identified through a field inspection and analysis. There are two forms of cost
data generally available. These are Replacement and Reproduction costs.

Replacement Cost is defined in Real Estate Terminology, Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of a building having
utility equivalent to the building being appraised but built with modern
materials and according to current standards, design and layout."

Reproduction Cost is defined in Real Estate Terminology, Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of an exact duplicate or
replica using the same materials, construction standards, design, layout, and
quality of workmanship, embodying all the deficiencies, super adequacies and
obsolescence of the subject building."

The use of the replacement cost concept presumably eliminates all functional
obsolescence, and the only depreciation to be measured is physical deterioration
and external obsolescence. In this appraisal, the Marshall Valuation Service, a
nationally recognized cost service, as well as consultation with local
contractors, has been used to derive the estimate of the replacement cost. The
publishers of this manual consider the estimates to be replacement costs, but
when the cost model closely conforms in construction materials and methods to
the subject, these costs can be considered as reproduction costs.

Since the cost estimate is applied to the gross area of the subject property,
the deficiencies and other adequacies of the subject are embodied in the cost
estimate and are dealt with in the depreciation estimate. The cost utilized in
this analysis is therefore considered to represent Reproduction Costs.

This estimate is set forth on the Development Proforma located at the end of
this approach. These costs include hard costs for construction, soft costs for
architectural and engineering, soil, legal, supervision, fees and related costs;
Financing costs; leasing commissions; and rent loss during absorption.
Developers profit is added at 18 percent to account for the high level of risk
and skill required to develop hotel property.

The hard construction cost for the improvements is estimated at $81.11 per
square foot. Soft costs are estimated at 8 percent for design, architectural and
engineering; 3 percent for development overhead, and 25 percent of annual income
is estimated for opening expenses and income loss during stabilization.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            59
<PAGE>

3031 Main Street, Boise, ID

COST APPROACH (continued)

Furniture, Fixtures & Equipment

The guest rooms are furnished with typical modern furnishings which include
either a single king-sized bed, two or three queen beds, side tables, desk,
dresser, chairs, table, draperies, night stands, color television with remote,
lamps, couch, clock radio and telephones. Most rooms have a small refrigerator,
microwave and hair dryer. There are some kitchenette units. FF&E includes all
the furnishings, linens and supplies, cleaning and house keeping equipment,
business office and front desk equipment, furnishings and related personal
items. We have estimated these personal property items at a depreciated
replacement value of $3,000 per room, or $336,000.

Accrued Depreciation

Accrued depreciation is the difference between the reproduction cost of the
improvements and the market value of the improvements on the date of valuation.
Depreciation is characterized by three categories: physical, functional and
external.

Physical depreciation is evidenced by wear and tear of the structure. Functional
obsolescence is also caused by internal characteristics such as a poor floor
plan, inadequate mechanical equipment or functional inadequacy or over adequacy
due to size or other characteristics. External or economic obsolescence is
caused by conditions external to the property, such as a lack of economic demand
or changing property uses in the area, or general national or regional economic
conditions.

To establish the appropriate depreciation to be applied to the subject, the
Marshall Valuation Service has been consulted. This service collates by type of
construction and usage actual case studies of properties to produce market
derived depreciation and remaining life estimates. These studies resulted in
mathematical curves from which the depreciation for any initial life expectancy
can be computed. An additional method of estimating physical depreciation is the
Age/Life Method. This is a method of estimating incurable physical deterioration
as a percentage applied to current replacement or reproduction cost new of the
improvements. The percentage reflects the ratio of estimated effective age to
typical anticipated economic life.

The depreciation estimate for the subject property is based an effective age at
10 years and an expected life of 50 years for the improvements indicating a
depreciation estimate of 20 percent.

Located on the following page is a summary of the replacement cost new,
including depreciation and land value indication. It indicates an As Is value of
subject property, as follows:

                                   $6,550,000
                                   ==========


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James Ratkovich & Associates, Inc.                                            60
<PAGE>

3031 Main Street, Boise, ID

                             Replacement Cost Study

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Development Proforma
Shilo Inn, Boise, ID
- -----------------------------------------------------------------------------------------------------

MVS: Sec. 11, P 17, Class C. GoodCurrent X     Local X   Adj $/sf
- ------------------------------------------     -------   --------
<S>                         <C>      <C>        <C>       <C>       <C>          <C>           <C>
Base Cost:                  $75.80    1.00        1.07     $81.11
Hard Costs                          Measure              $/Measure                 Cost        $/SF
- ----------                          -------              ---------                 ----        ----
Building                             55,268 SF             $81.11   $4,482,566
Yard Improvements                                                      200,000
                                                                       -------
Total Hard Costs                                                                 $4,682,566    $84.72

Soft Costs
- ----------
Architectural & Engineering                       8.00%               $374,600
Development Overhead                              3.00%                140,500
Stabilization & Opening Expenses         25% of annual income          357,555

Total Soft Costs                                                                   $872,655    $15.79
                                                                                -----------

Total Improvement Costs                                                          $5,555,221   $100.51

Entrepreneurial Profit                18.00%                                       $999,940    $18.09
                                                                                -----------   -------
Total                                                                            $6,555,161   $118.61

Depreciation Adjustment              Age/Life             % Dep.        $ Dep.
- -----------------------
Physical                              10/50               20.00%    $1,111,044

Total Depreciation                                                               $1,111,044    $20.10
                                                                                 ----------    ------
Project Costs (Depreciated Replacement Cost)                                     $5,444,117    $98.50

Depreciated Furniture Fixtures & Equipm              112 Units @        $3,000     $336,000

Land Valuation                         Acres       SF       S/SF     Land Value       TOTAL
- --------------                         -----       --       ----     ----------       -----
Site Value in Fee                      2.08      90,605    $8.50      $770,143
Site Value                             2.08      90,605    $8.50                   $770,000

 ---------------------------------------------------------------------------------------------------
Indicated Value                                                                  $6,550,117

   Rounded                                                                       $6,550,000
                                                                                 ----------
- -----------------------------------------------------------------------------------------------------
</TABLE>


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James Ratkovich & Associates, Inc.                                            61
<PAGE>

3031 Main Street, Boise, ID

                           DIRECT COMPARISON APPROACH

The Direct Comparison Approach attempts to estimate the value of the subject
property by comparing sales of similar properties within the market area of the
subject. These sales are inspected, verified as to price, terms and conditions
of the property at the date of sale, location, and income characteristics of the
property. The data are then analyzed and compared to the subject property. The
units of comparison considered significant in determining the subject's market
value are the sale price per square foot and price per unit. In addition, a
Gross Room Revenue Multiplier is derived for use as an additional measure of
value for this approach. The overall rate is also abstracted from the market
data for use in the Income Approach.

A search of the subject's regional market area was conducted to find sales of
generally comparable hotel facilities that have occurred in the recent past. A
summary of the sales that were considered most relevant for this analysis are
summarized on the following page.


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James Ratkovich & Associates, Inc.                                            62
<PAGE>

                         -------------------------------
                         REGIONAL SUMMARY OF HOTEL SALES
                         -------------------------------

<TABLE>
<CAPTION>
====================================================================================================================================
                            Date of  Year  Building   Land  Land/Bldg No of  Gross.    Sale      Price/   Price/       Comments
No.    LOCATION               Sale   Built   Area     Area    Ratio   Units Area/Rm.   Price     Sq. Ft.  Unit
====================================================================================================================================

<S>                          <C>     <C>    <C>      <C>     <C>        <C>   <C>   <C>          <C>     <C>      <C> 
1 Comfort Inn                May-95  1990   30,740   76,405  2.49 :1    58    530   $2,800,000   $91.09  $48,276  Occupancy reported
  13207 NE 20th Avenue                      Est.                                                                  at 70 percent ADR 
  Vancouver, WA                                                                                                   @ $46.00. No food 
                                                                                                                  and beverage One 
                                                                                                                  meeting room, spa,
                                                                                                                  pool, exercise 
                                                                                                                  Located near new 
                                                                                                                  mall.

2 Comfort Inn                Jun-96  1992   34,000   66,646  1.96 :1    64    531   $2,600,000   $76.47  $40,625  Two-story wood 
  8855 SW Citizens Drive                                                                                          frame motel 
  Wilsonville OR                                                                                                  located in 
                                                                                                                  suburban location.

3 Ramada Inn                 Oct-94  1978   68,410   16,200  0.24 :1   120    570   $8,400,000  $122.79  $70,000  Four-story wood 
  2200 Fifth Avenue                                                                                               frame & stucco 
  Seattle, WA                                                                                                     downtown location.
                                                                                                                  Renovated prior to
                                                                                                                  sale. $70 ADR 
                                                                                                                  estimate.
4 Travelodge                 Jun-94  1961   30,820   56,912  1.85 :1    74    416   $4,200,000  $136.28  $56,757  Includes retail 
  4715 25th Avenue NE                                                                                             building 
  Seattle, WA                                                                                                     (Blockbuster) ADR
                                                                                                                  est $55.00 Pool, 
                                                                                                                  spa.

5 West Coast Gateway Hotel   Mar-96  1990   59,074   71,165  1.20 :1   145    407  $11,218,164  $189.90  $77,367  SeaTac Airport 
  18415 Pacific Highway South                                                                                     location. All 
  Seattle, WA                                                                                                     cash sale.

6 Best Western Hotel         Mar-95  1986   91,618  262,749  2.87 :1   147    623   $5,500,000   $60.03  $37,415  Three story wood 
  15901 W. Valley Highway                                                                                         frame structure
  Tukwilla WA                                                                                                     includes 
                                                                                                                  restaurant, spa, 
                                                                                                                  exercise room and 
                                                                                                                  outdoor pool
</TABLE>

  Unadjusted Range:                $60.03     to    $189.90 /Sq.Ft.
                                  $37,415     to    $77,367 /Unit

                                 Mean:    $112.76 / Sq Ft         $55,073 / Unit


                                                                              63
<PAGE>

                               [GRAPHIC OMITTED]

                                ----------------
                                Comparable Sales
                                ----------------


                                                                              64
<PAGE>

3031 Main Street, Boise, ID

                              COMPARABLE SALE NO. 1

                                 [PHOTO OMITTED]

ADDRESS:          Comfort Inn                 GRANTOR:        Ray Patel, et al.
                  13207 NE 20th Avenue        GRANTEE:        Shree Ram LLC
                  Vancouver, WA
DESCRIPTION:      Two-story wood frame        DOCUMENT #:     Na
                  and stucco limited service  MARKET TIME:    Na
                  hotel                       NUMBER OF UNITS:        58
YEAR BUILT:       1990                        SALE PRICE:     $2,800,000
LOT SIZE:         76,405 S.F.                 SALE DATE:      June 5, 1995
CONDITION:        Average Good                TERMS:    $350,000 down
QUALITY:          Average                               seller wrapped existing
                                                        $1.45M 1st TD with, due
                                                        in 10 years

BUILDING AREA:    30,740 S.F.                 GROSS INCOME:   $685,540
LAND:BLDG RATIO:  2.49:1                      NET INCOME:     $288,000
PRICE/S.F.:       $91.09                      OVERALL RATE    10.29%
PRICE/UNIT:       $48,276                     GRM:            4.08
FF&E:   $140,000

COMMENTS: This property is located at the Vancouver Mall north of Portland
Airport in a newly developing area. It is a newer property in good condition but
round about access. 1994 ADR reported at $46.00 and Occupancy at 70%.


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James Ratkovich & Associates, Inc.                                            65
<PAGE>

3031 Main Street, Boise, ID

                              COMPARABLE SALE NO. 2

                                 [PHOTO OMITTED]

ADDRESS:            Comfort Inn               GRANTOR:     Mahalaxmi Inc.
                    8855 SW Citizens Drive    GRANTEE:     Ganesh Enterprises
                    Wilsonville, OR
DESCRIPTION:        Two-story wood            DOCUMENT #:  9603044444
                    frame limited service     MARKET TIME: Na
                    hotel
NUMBER OF UNITS:    64
YEAR BUILT:         1992                      SALE PRICE:  $2,600,000
LOT SIZE:           66,646 S.F.               SALE DATE:   June 19, 1996
CONDITION:          Average/Good              TERMS:       $800,000 down
QUALITY:            Average                                $1,8M 1st Td 
                                                           Commercial Bank

BUILDING AREA:      34,000 S.F.               GROSS INCOME:      $804,825
LAND:BLDG. RATIO:   1.96:1                    NET INCOME:        $310,628
PRICE/S.F.:         $76.47                    OVERALL RATE       11.95%
PRICE/UNIT:         $40,625                   GRM:               3.23
FF&E:               $160,000 Est.

COMMENTS: This suburban property is located near Highway 5 and is a newer
property with good exposure but less than direct access.


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James Ratkovich & Associates, Inc.                                            66
<PAGE>

3031 Main Street, Boise, ID

                              COMPARABLE SALE NO. 3

                                 [PHOTO OMITTED]

ADDRESS:            Ramada Inn                 GRANTOR:   2200 Fifth Ave. Ltd.
                    2200 5th Avenue            GRANTEE:   Devin Corporation
                    Seattle, WA
DESCRIPTION:        Four-story over parking    DOCUMENT #:      9410280992
                    frame and stucco hotel     MARKET TIME:     6 months
                    with restaurant/lounge     UMBER OF UNITS:  120
YEAR BUILT:         1978                       SALE PRICE:      $8,400,000
LOT SIZE:           16,200 S.F.                SALE DATE:       October 28, 1994
CONDITION:          Average                    TERMS:     $3,000,000 down
QUALITY:            Average                               $5,400,000 1st Td 
                                                          Seafirst Bank

BUILDING AREA:      68,410 S.F.                GROSS INCOME:         Na
LAND:BLDG RATIO:    0.24:1                     NET INCOME:           Na
PRICE/S.F.:         $122.79                    OVERALL RATE          Na
PRICE/UNIT:         $70,000                    GRM:                  Na

COMMENTS: This property is located on Fifth Avenue in the Denny Grade area of
downtown Seattle. It was renovated prior to the sale with new lobby, HVAC and
FF&E. Property leases additional parking nearby. Seller leased back property for
10 years, terms unknown. Central city location, average appeal.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            67
<PAGE>

3031 Main Street, Boise, ID

                              COMPARABLE SALE NO. 4

                                [PHOTO OMITTED]

ADDRESS:         Travelodge                   GRANTOR: Vincent Hanna Fowler Inv.
                 4715-25 25th Avenue NE       GRANTEE: P.B. Investments Ltd.

                 Seattle, WA

DESCRIPTION:     One and two-story wood       DOCUMENT #:  9506222113
                 frame and stucco motel       MARKET TIME: 12 month
                 with 6,700 sf retail building

NUMBER OF UNITS: 74

YEAR BUILT:      1961                         SALE PRICE:  $4,200,000
LOT SIZE:        56,912 S.F.                  SALE DATE:   June 22, 1994
CONDITION:       Average                      TERMS:       All cash
QUALITY:         Average
BUILDING AREA:   30,820 S.F.                  GROSS INCOME:           Na
LAND:BLDG RATIO: 1.85:1                       NET INCOME:             Na
PRICE/S.F.:      $136.28                      OVERALL RATE            Na
PRICE/UNIT:      $56,757                      GRM:                    Na

COMMENTS: This suburban property is located north of the University of
Washington and across from University Village shopping center. The Travelodge
has a detached Blockbuster retail store on the site which enhanced the sales
price. That store is leased at $9,520 per month triple net with 7 years
remaining. Extraction of retail portion value indicates $800,000 based on
capitalization of lease income for 7 years plus reversion on the Blockbuster
lease. Residual to the Motel is $3,400,000 or $45,945 per unit and $110.32 per
square foot.


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James Ratkovich & Associates, Inc.                                            68
<PAGE>

3031 Main Street, Boise, ID

                              COMPARABLE SALE NO. 5

                                [PHOTO OMITTED]

ADDRESS:          Westcoast Gateway Hotel        GRANTOR:     Gateway Hotel LP
                  18415 S. Pacific Highway       GRANTEE:     Patriot American 
                  Sea-Tac, WA                                  Hospitality
DESCRIPTION:      Six-Story, good quality Class  DOCUMENT #:  7110-407
                  B hotel w/ restaurant, lounge  MKTG.TIME::  N/A
                  Pool and spa amenities.        ROOM CT.:    145
YEAR BUILT:       1990                           SALE PRICE:  $11,218,164
LOT SIZE:         71,165 SF (1.63 Acre)          SALE DATE:   March, 1996
CONDITION:        Good                           TERMS:       Cash Equivalent
QUALITY:          Average-Good                   CLASS:       Limited service, 
                                                              upper tier
BUILDING AREA:    59,074 SF                      GROSS INCOME:        N/A
LAND:BLDG RATIO:  1.20:1                         NET INCOME:          N/A
PRICE/SF:         $189.90                        OVERALL RATE         N/A
PRICE/UNIT:       $77,367                        GRM:                 N/A

COMMENTS: This property is located adjacent to the Sea-Tac International
Airport. It has one of the best proximity of the hotels along Pacific Highway.
Constructed of good quality Class B materials. Part of a five property portfolio
sale which included 3 Seattle properties, 1 in Wenatchee, and 1 in California.
Unable to obtain operating data to extract OAR, or revenue/expense ratios.


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James Ratkovich & Associates, Inc.                                            69
<PAGE>

3031 Main Street, Boise, ID

                              COMPARABLE SALE NO. 6

                                [PHOTO OMITTED]

ADDRESS:         Best Western Southcenter   GRANTOR: United States National Bank
                 15901 W. Valley Highway    GRANTEE:     Wen & Liu
                 Tukwilla, WA
DESCRIPTION:     Three-story and one-story  DOCUMENT #:  95-3311394
                 wood frame structures,     MKTG.TIME::  N/A
                 restaurant, pool & spa     No Of Units: 147
YEAR BUILT:      1986                       SALE PRICE:  $5,500,000
LOT SIZE:        262,749 S.F.               SALE DATE:   March 31, 1995
CONDITION:       Average                    TERMS:       Cash Equivalent
QUALITY:         Average
BUILDING AREA:   91,618 S.F.                GROSS INCOME:             N/A
LAND:BLDG RATIO: 2.87 :1                    NET INCOME:               N/A
PRICE/SF:        $60.03                     OVERALL RATE              N/A
PRICE/UNIT:      $37,415                    GRM:                      N/A

COMMENTS: This property is regarded as the limited service hotel facility in the
Seattle-Tacoma market area. Located near Freeway across the street from newer
Embassy Suites and north of Residence Inn Hotel in a suburban location. Unable
to obtain operating data to extract OAR, or revenue/expense ratios.


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James Ratkovich & Associates, Inc.                                            70
<PAGE>

3031 Main Street, Boise, ID

DIRECT COMPARISON APPROACH (Continued)

To compare the relevant sales to the subject property, consideration has been
given to such factors as financing, market conditions, conditions of sale and
physical and economic characteristics such as location, quality of the
improvements, age and condition of the improvements, overall size and property
operation levels.

Property Rights Conveyed

This adjustment considers the differences in legal status (interest) between the
subject property and the comparable sales. Specific interests convey different
types of rights in a property that affect value. Property rights can be defined
as fee simple, leased fee and leasehold interests. All the sales used were fee
simple estates and no property rights adjustments are necessary.

Financing Adjustment

Typical income producing property sales transactions involve some combination of
mortgage financing and cash (or equity) transfer. Knowledgeable investors are
aware that the use of mortgage financing will have an effect on the yield to
equity funds. The careful structuring of the mortgage and equity components of a
transaction may produce higher returns to the equity position than the overall
return to the property (positive leverage). This process can work in the
opposite direction when the rate paid for mortgage funds exceeds the overall
rate produced by the property (negative leverage). When the terms of the sale
are atypical, the result may be a price that is higher or lower than that of a
normal market transaction. In this analysis, it is assumed that the subject is
expected to sell for cash or with the prevalent institutional financing terms
available.

The comparable sales have been reviewed in reference to their financing and
typically involved normal or large down payments with the balance typically
financed by the seller or major lending institutions at prevailing long term
rates. No secondary financing was of any particular advantage and was not
considered to affect the sale prices. Based on an analysis of the financing
terms of the comparable sales, no adjustments were required and the sales are
all cash equivalent.

Conditions of Sale

The comparables were reviewed for their conditions of sale surrounding the
transactions. Sale 4 has a retail store on site that is estimated to contribute
approximately $800,000 which results in an adjusted price to the hotel property
of $3,400,000 or $45,945 per room. Sale 5 sold to the same buyer as part of a 5
property portfolio sale. However, the prices were established for each of the
sale properties separately and no adjustment is necessary. The other sales are
not considered to require any conditions of sale adjustments since the sales
prices were all based on market value with no unusual conditions surrounding the
transactions.


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James Ratkovich & Associates, Inc.                                            71
<PAGE>

3031 Main Street, Boise, ID

DIRECT COMPARISON APPROACH (Continued)

Market Conditions

The next adjustment to the comparables is to determine any change in value
associated with the passage of time. Due to changes in market conditions between
the date of sale and the date of valuation, an adjustment must be made to
compare the comparable sale to the subject. Changes in the market conditions
often result from various causes such as inflation, deflation, changing demand
or supply and changes in the general economy. It is noted that the adjustment is
not for the passage of time itself, but for the changes in market conditions
that have occurred over the time period in question. The best indication of
value change over time is the sale and resale of the same property. The sales
used occurred between mid 1994 and mid 1996, under similar market conditions as
exist for the subject valuation. No market conditions adjustments are warranted.

Locational, Quality, Age and Condition and General Adjustments

The sales used indicate a range between $60.32 to $189.90 per square foot. They
range between $37,415 to $77,367 per unit. The sales occurred between June 1994
and June 1996 and are the best available sales comparables for use in comparison
to the subject property due to their generally similar physical and economic
characteristics.

It is noted here that we reviewed several motel/hotel sales in the local market
area which occurred in the past two years and found most to have sold at prices
below the low end of the above range. Many of those properties are locally
oriented, poorly performing properties which did not represent viable investment
alternatives to the subject and thus they were not included in our analysis. We
had to broaden our search to a regional market since we considered the subject
property to have a regional investment and market appeal. While the sales used
are not direct comparables to the subject property, generally being in urban
locations and larger market areas, they are the best indicators of the subject's
value due to its economic and market characteristics which are more similar to
the sales used than to local sales, and due to its regional identity as part of
the regional chain with a good reputation and an established guest following.

Since the validity test for all adjustments in the sales comparison approach is
what the market reaction to differences will be, we conclude that the market's
reaction to one property over another is ultimately reflected in its stabilized
operating performance. Market preferences for dozens of amenities and
characteristics including neighborhood/location, pool/spa's, exercise rooms,
restaurants, shuttle services, continental breakfasts, free movie channels etc.
are all expressed in the economic productivity of the going concern. The better
the amenity mix the more the property generates. Conversely, if the operations
and facilities fail to meet local standards and customer preferences, this will
be reflected in a lower economic performance.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            72
<PAGE>

3031 Main Street, Boise, ID

DIRECT COMPARISON APPROACH (Continued)

Therefore, individual adjustments for property characteristics are not even
attempted here. Developing statistical correlation to determine the relative
contribution to total property value of various amenities or locational
characteristics would become absurdly complex. Instead we focus on the range of
values indicated on a per unit basis and on the value indicators that indicate
economic productivity and return potential. These are the gross revenue
multiplier (GRM) and the overall capitalization rate (OAR).

Gross Revenue Multipliers

We were careful to select our primary comparable sales from within the general
region of the subject property where similar economies and social factors impact
value. However when we attempted to verify income and operating expense
information for the sales referenced herein we were only able to confirm data
for two of the six sales profiled here. This is simply too small a sampling to
develop reliable GRM and OAR indicators for estimating values through the Sales
Comparison Approach. Therefore we have summarized these sales together with four
other supplementary sales for which income/expense data and GRM/OAR indicators
could be extracted and verified. These sales are summarized on the table on the
following page.

These sales represent a broader cross-section of hotel properties encompassing
limited and full service properties, and include some middle and upper tier
market operations. The supplemental sales indicate a range of GRM between 3.12
and 4.26. The sales are considered as a broad range of GRM indicators. The
subject property is a newly remodeled property that is well located and has a
stable history of operations. It is well maintained, has suite type rooms and
good recreation facilities. The subject is an attractive investment given it's
strong position in it's market area which is growing. We have estimated a GRM of
4.0 as applicable to the subject property which indicates a value of:

                      $1,430,219 GRM x 4.0 =     $5,720,876

                      Rounded                    $5,720,000

Value Per Unit

Recognizing that these indicators yield somewhat divergent values, we must point
out that without a highly detailed, multi-factorial quantitative adjustment
process, the sales comparison approach is going to yield the most divergent
array of value indicators of the three approaches. Attempting to apply
"reasonable" adjustments injects so much subjectivity into the analyses that we
conclude the principal benefits of the direct sales comparison approach are
diagnostic rather than projective. They may reveal operating, economic and
functional anomalies of the subject property but in the end prove marginal at
actually predicting value.


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James Ratkovich & Associates, Inc.                                            73
<PAGE>

                            ------------------------
                            SUPPLEMENTAL HOTEL SALES
                            ------------------------

<TABLE>
<CAPTION>
=============================================================================================================================
                          Date of  Year   Building  No of    Gross                   Sale      Price/  Price/
No.     LOCATION           Sale    Built    Area    Units   Revenue      NOI         Price     Sq.Ft.   Unit     GRM    OAR
=============================================================================================================================
<S>                       <C>     <C>      <C>      <C>   <C>         <C>        <C>          <C>      <C>       <C>   <C>   
1  Comfort Inn            May-95    1990   30,740    58    $685,540    $288,000   $2,800,000   $91.09  $48,276   4.08  10.29%
   13207 NE 20th Avenue
   Vancouver, WA

2  Capital Inn/Days Inn   Jan-95    1990   29,949    81    $778,745    $373,765   $3,320,000   $10.86  $40,988   4.26  11.26%
   120 College Street
   Lacey WA

3  Quality Inn            Oct-95  1977/86  29,200    73    $685,200    $293,760   $2,625,000   $89.90  $35,959   3.83  11.19%
   1545 NE Burnside
   Gresham OR

4  Comfort Inn            Jun-96    1992   34,000    64    $804,825    $310,628   $2,600,000   $76.47  $40,625   3.23  11.95%
   8855 SW Citizens Drive
   Wilsonville OR

5  Ameritel Inn           Jun-96    1991   48,966    94  $1,652,218    $823,838   $6,110,000  $124.78  $65,000   3.70  13.48%
   Confidential

6  Bellevue Hilton        Aug-95    1979  122,369   180  $3,945,000  $1,107,000  $12,300,000  $100.52  $68,333   3.12   9.00%
   100 112th Street NE
   Bellevue WA

                                   Mean:                                                      $98.93   $49,863   3.70  11.19%
</TABLE>

   Unadjusted Ranges:             $76.47    to    $124.78 /Sq.Ft.
                                 $35,959    to    $68,333 /Unit
                                    3.12    to       4.26  GRM
                                   9.00%    to     13.48%  OAR


                                                                              74
<PAGE>

3031 Main Street, Boise, ID

DIRECT COMPARISON APPROACH (Continued)

The sales comparables most similar to the subject in physical and economic
characteristics are Sales Nos. 1, 2, 4, and 6 of the primary sales. These sales
suggest values between $40,000 and $55,000 per unit. The subject is newly
renovated and has all suite rooms with a good location and stable operations.
It's market area is growing and the subject is well positioned within this area.
Therefore, we conclude on a value of $55,000 per room as applicable to the
subject, or:

                   112 Units @ $55,000 per Unit = $6,1600,000

                              Conclude @ $6,160,000

Correlation of Value

The two units of comparison applied indicate a range of value for the subject
property between $5,720,000 and $6,160,000. We have selected a value indication
at the middle of the two indications, as follows:

                            Conclude       $5,900,000
                                           ==========


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James Ratkovich & Associates, Inc.                                            75
<PAGE>

3031 Main Street, Boise, ID

                                 INCOME APPROACH

The Income Approach is premised upon the principle of anticipation which holds
that value is determined by the present worth of the anticipated future
benefits. These benefits in the case of an income producing property are the net
cash flows, the reversion at the end of the holding period, and the inherent tax
benefits afforded an owner of income property.

In this approach, the value is estimated by the capitalization of the expected
future net income. Capitalization is the process of converting an income stream
into a single capital value. This is the amount that a prudent, typical informed
purchaser would pay as of the valuation date for the right to receive the
forecast net income over the specific period.

In order to make relatively accurate income and expense projections for the
subject property, we have relied on the subject's actual operating history for
the past three years, plus the trailing 12 months ended August 1996. We also
relied on market conditions, lodging industry reports and our survey of lodging
competition in the subject's area. We also analyzed local industry trends from
Star Reports as prepared by Smith Travel Research.

As a part of our analysis to develop the potential gross income of the subject
the appraiser has conducted a survey of hotel facilities considered to be
competitive with the subject property. The survey focused on hotels which are
considered to be primary competition to the subject. These hotels are summarized
on the following page.


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James Ratkovich & Associates, Inc.                                            76
<PAGE>

3031 Main Street, Boise, ID

                          SUMMARY OF COMPETITIVE HOTELS

<TABLE>
<CAPTION>
=========================================================================================
No  Identity/Location        Room    Rack Rates              Comments
=========================================================================================
<C> <S>                         <C>     <C>                     <C> 
1   SUBJECT                  112     $52-67 QQ CITY          Remote TV, VCR,
    3031 MAIN STREET                 $62-77 QQ RIVER 2&3     fridge/microwave, indoor
    BOISE                            $67-82 QQ RIVER I       pool, spa, steam room,
                                     $75-95 KING SUITE       sauna, fitness room,
                                                             Continental breakfast
- -----------------------------------------------------------------------------------------
2   RODEWAY INN              96      $64 QQ SINGLE           Remote TV, partially
    1115 N. CURTIS                   $69 K SINGLE            enclosed pool, full service
    BOISE                            $72 SUITE               restaurant with lounge
                                     $10 EXTRA PERSON
- -----------------------------------------------------------------------------------------
3   RED LION                 182     $98 STANDARD            Remote TV, pool, fitness
    DOWNTOWNER                       $108 K TOWER            room, full service
    1800 FAIRVIEW                    $118 EXECUTIVE SUITE    restaurant with sports bar
    BOISE                            $195 SUITE
                                     $15 EXTRA PERSON
- -----------------------------------------------------------------------------------------
4   RED LION RIVERSIDE       124     $119 NONVIEW            Remote TV, pool.
    2900 CHINDEN BLVD.               $129 RIVERVIEW          restaurant with lounge,
    BOISE                            $165-275 SUITES         club
- -----------------------------------------------------------------------------------------
5   AMERITEL INN             124     $84.75 STANDARD         Remote TV, indoor pool
    7965 W. EMERALD                  SINGLE                  spa, steam room, and
    BOISE                            $94.72 STANDARD SUITE   fitness room
                                     $8 EXTRA PERSON
- -----------------------------------------------------------------------------------------
6   ECONOLODGE               52      $38 SINGLE Q            Remote TV,
    2155 N. GARDEN                   $42 DOUBLE Q            complimentary continental
    BOISE                            $50 DOUBLE QQ           breakfast
- -----------------------------------------------------------------------------------------
7   OWYHEE PLAZA             100     $65 SINGLE MAIN BLDG    Remote TV, Pool, some
    11TH & MAIN                      $95 SUITE               minibars, restaurant, coffee
    BOISE                            $107 EXECUTIVE SUITE    shop, lounge
                                     $10 EXTRA PERSON
=========================================================================================
</TABLE>


- ----------------------------------
James Ratkovich & Associates, Inc.                                            77
<PAGE>

                               [GRAPHIC OMITTED]

                             COMPETITIVE HOTELS MAP


                                                                              78
<PAGE>

3031 Main Street Boise, ID

                             COMPETITIVE HOTEL NO. 1

                                [PHOTO OMITTED]

                             COMPETITIVE HOTEL NO 2

                                [PHOTO OMITTED]


- ----------------------------------
James Ratkovich & Associates, Inc.                                            79
<PAGE>

3031 Main Street, Boise, ID

                             COMPETITIVE HOTEL NO. 3

                                [PHOTO OMITTED]

                             COMPETITIVE HOTEL NO. 4

                                [PHOTO OMITTED]


- ----------------------------------
James Ratkovich & Associates, Inc.                                            80
<PAGE>

3031 Main Street, Boise, ID

                             COMPETITIVE HOTEL NO. 5

                                [PHOTO OMITTED]

                             COMPETITIVE HOTEL NO. 5

                                [PHOTO OMITTED]


- ----------------------------------
James Ratkovich & Associates, Inc.                                            81
<PAGE>

3031 Main Street, Boise, ID

Competitive Analysis (continued)

The subject is well positioned within its competitive market area. It represents
17 percent of the direct competitive supply and is achieving occupancies and
average daily rates that are within its competitive levels. The Red Lion
properties downtown and Riverside provide the most upper tier market competition
and more convention and meeting oriented. The Rodeway Inn and the Econolodge are
lower tier properties and are secondary competition. The primary competition in
our price and category are the Ameritel Inn and the Owyhee Plaza. The Ameritel
is higher priced and the Owyhee Plaza is a local property that does not have the
subject's regional identification. The subject's river side location also
provides it with a competitive advantage.

The following is a chart of local occupancy and ADR figures for Boise in the
past six years.

- --------------------------------------------------------------------------------
 Year      Trends                      Smith Travel
- --------------------------------------------------------------------------------
         Occupancy   ADR     % Change  Occupancy   ADR    % Change  Room Supply
                               ADR                          ADR
 1990       70.1%   $45.47               70.4%    $48.70              1,087,770
 1991       65.7%   $51.51   +13.28%     67.3%    $49.25    +1.13%    1,110,746
 1992       68.3%   $54.88    +6.54%     71.4%    $51.48    +4.53%    1,179,995
 1993       73.4%   $53.74    -2.08%     74.0%    $53.06    +3.07%    1,191,725
 1994       75.3%   $57.82    +7.59%     75.7%    $55.56    +4.71%    1,237,430
 1995       72.4%   $61.23    +5.90%     72.4%    $57.66    +3.78%    1,334,816
- --------------------------------------------------------------------------------

New motels built in Boise in past 2-1/2 years:

1994   AmeriTel              124 rooms         Near mall
1994   Inn America           73 rooms          Near airport
1995   Hampton               64 rooms          Near airport, adjacent to freeway
1995   Fairfield             64 rooms          Near airport, adjacent to freeway
1995   Holiday Inn Express   63 rooms          Near airport
1996   Shilo Inn             46 room addition  Near airport, adjacent to freeway
1996   Courtyard             167 rooms         Broadway, peripheral to downtown
                                               core, will open October 15th

Motel/hotel under construction:

Extended Stayamerica   88 guest rooms   Near airport (to open spring 1997) 
Westcoast Boise Hotel  250 guest rooms  Boise downtown core (to open late 1977")

Note: For 2 years from 1996 through end of 1997, available room day supply will
have increased from 1,334,816 to 1,535,921, reflecting a 15.07% overall
increase.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            82
<PAGE>

                                    SHILO INN
# of Rooms            112           3031 Main Street           Remodeled 1995-96
                                    Boise/Riverside, ID
Building Area       55,268 sf       RECONSTRUCTED HISTORICAL OPERATING DATA

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                                                                                           
                                      1993                         1994                    
- -------------------------------------------------------------------------------------------
    Occupancy Rate                     67.00%                       66.00%                 
    Average Room Rate                  $50.93                       $51.40                 
- -------------------------------------------------------------------------------------------
REVENUES                                      % Total Per Room             % Total Per Room
<S>                                <C>          <C>    <C>      <C>          <C>    <C>    
Room Rentals                       $1,389,073   96.2%  $12,402  $1,384,283   96.0%  $12,360
Restaurant                                  0    0.0%       $0           0    0.0%       $0
Telephone                              28,442    2.0%     $254      31,021    2.2%     $277
Other Income                           26,609    1.8%     $238      26,392    1.8%     $236
- -------------------------------------------------------------------------------------------
Total Revenue                      $1,444,124  100.0%  $12,894  $1,441,696  100.0%  $12,872

EXPENSES
Departmental Expenses
Rooms Department                     243,865    16.9%   $2,177     259,532   18.0%   $2,317
Food & Beverage Department            21,332     1.5%     $190      22,595    1.6%     $202
Telephone                             17,155     1.2%     $153      18,840    1.3%     $168

Undistributed Operating Expenses
 Administrative & General             47,771     3.3%     $427      53,801    3.7%     $480
 Management                           72,206     5.0%     $645      72,085    5.0%     $644
 Marketing                            33,747     2.3%     $301      43,653    3.0%     $390
 Utilities                            53,804     3.7%     $480      51,502    3.6%     $460
 Property Operations & Maintenance    47,857     3.3%     $427      46,139    3.2%     $412
 Capital Expenditures                  4,952     0.3%      $44      42,379    2.9%     $378
 Miscellaneous                         3,667     0.3%      $33       3,156    0.2%      $28

Fixed Charges
 Property Tax & License               50,811     3.5%     $454      50,812    3.5%     $454
 Insurance                             8,892     0.6%      $79       8,516    0.6%      $76

- -------------------------------------------------------------------------------------------
Total Expenses                      $606,059    42.0%   $5,411    $673,010   46.7%   $6,009

NET OPERATING INCOME                $838,065    58.0%   $7,483    $768,686   53.3%   $6,863

- -------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                                                               Trailing 12
                                      1995                     Months 8/96
- -------------------------------------------------------------------------------------------
    Occupancy Rate                     61.00%                       61.00%
    Average Room Rate                  $53.79                       $53.23
- -------------------------------------------------------------------------------------------
REVENUES                                      % Total Per Room             % Total Per Room
<S>                                <C>          <C>    <C>      <C>          <C>    <C>    
Room Rentals                       $1,337,829   96.3%  $11,945  $1,304,499   96.5%  $11,647
Restaurant                                  0    0.0%       $0           0    0.0%       $0
Telephone                              27,595    2.0%     $246      26,008    1.9%     $232
Other Income                           23,950    1.7%     $214      21,432    1.6%     $191
- -------------------------------------------------------------------------------------------
Total Revenue                      $1,389,374  100.0%  $12,405  $1,351,939  100.0%  $12,071

EXPENSES
Departmental Expenses
Rooms Department                      265,722   19.1%   $2,373     282,045   20.9%   $2,518
Food & Beverage Department             21,895    1.6%     $195      21,515    1.6%     $192
Telephone                              16,947    1.2%     $151      16,861    1.2%     $151

Undistributed Operating Expenses
 Administrative & General              67,910    4.9%     $606      48,174    3.6%     $430
 Management                            69,469    5.0%     $620      67,597    5.0%     $604
 Marketing                             46,245    3.3%     $413      42,354    3.1%     $378
 Utilities                             51,446    3.7%     $459      51,203    3.8%     $457
 Property Operations & Maintenance     56,446    4.1%     $504      47,741    3.5%     $426
 Capital Expenditures                  18,636    1.3%     $166       8,643    0.6%      $77
 Miscellaneous                          4,657    0.3%      $42       4,182    0.3%      $37

Fixed Charges
 Property Tax & License                57,350    4.1%     $512      54,633    4.0%     $488
 Insurance                              8,514    0.6%      $76       8,970    0.7%      $80

- -------------------------------------------------------------------------------------------
Total Expenses                       $685,237   49.3%   $6,118    $653,918   48.4%   $5,839

NET OPERATING INCOME                 $704,137   50.7%   $6,287    $698,021   51.6%   $6,232

- -------------------------------------------------------------------------------------------
</TABLE>


                                                                              83
<PAGE>

3031 Main Street, Boise, ID

INCOME APPROACH (Continued)

Occupancy and Room Revenue Estimates

The subject's reconstructed historical operating summary, as provided by the
Shilo Inn, is located on the previous page. Occupancy changed from 67 percent in
1993 to 66 percent in 1994, to 61 percent in 1995 and 1996, reportedly due to
the renovation and the disruption it caused to operations during that period.
Occupancy is climbing back up to historic levels. The average daily room rate
has been very stable since 1993 ranging from $50.93 to $53.23 in 1996. We expect
the subject property to maintain its operation within this range of the market
for the foreseeable future.

The Smith Travel Research report located in the addenda indicates that occupancy
market wide was 69.4 percent in 1993, 70.1 percent in 1994, 69.5 percent in 1995
and is achieving 70.9 percent in the first nine months of 1996. The average
daily rates have increased from $48.37 in 1993 to $52.63 in 1996. These figures
reflect support for the subject's operations

Based on our analysis of the competitive market area and the subject's
operations, it is our opinion that the subject will achieve an average occupancy
rate of 63 percent in 1997 and increase to stable levels of 65 percent per year
for the duration of our analysis due to the expected increase in occupancy that
should result form the renovation in progress. The average daily rate is
projected at $53.50 for year one, projected to increase at an annual rate of 3
percent per year.

Other Revenues

Other revenues include telephone income, estimated at 2.0 percent of room
revenues; and miscellaneous other income, from vending machines and similar
items, is estimated at 1.8 percent of room revenues. The subject's history is
the best indicator of these revenue.

EXPENSE ANALYSIS

In addition to the subject's actual historical operating data, previously
presented, we have reviewed expense data as reported in Trends by PKF
Consulting, and Star Travel Research which are both located in the addenda.

Departmental Expenses

Rooms

Room expenses include salaries, wages, payroll taxes and fringe benefits for
front desk staff and housekeeping personnel; general hotel expenses (excluding
franchise fees); guest room supplies; cleaning supplies; laundry, linen;
reservations/booking expenses; travel agent commissions; and numerous other
small expense categories. PKF industry standards indicate a range from $3,166 to
$3,950 per room. Star Research reports rooms department expenses to range from
$3,208 to $4,432. The subject's reconstructed historical data indicates a range
from $2,177 to $2,518 per room. The subject is operating at stable and
consistent levels which are below industry averages. We have projected $2,400
per room for departmental room expense which is near the subject's actual
historical performance. We believe that a typical buyer for the subject property
would a similar chain operation or even larger organization that can achieve the
same efficiencies that the current operations have demonstrated.


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James Ratkovich & Associates, Inc.                                            84
<PAGE>

3031 Main Street, Boise, ID

INCOME APPROACH (Continued)

Telephone

Telephone expenses include monthly service charges, local and long distance
charges billed by the phone company. The subject property utilizes a discount
rate long distance provider which bills in six second increments, and offers
discounted long distance rates. Although the ratio of phone revenues to expenses
are in line with the industry standard at about 2:1, these operations comprise a
small percentage of revenue. We have utilized an expense ratio of 65 percent of
telephone revenues based on historical data.

UNDISTRIBUTED OPERATING EXPENSES

These expenses reflect the expenses and fixed overhead items which are not
attributable to any specific activity or profit center but are required to
maintain the going concern operation. These include Administrative and General
Expenses; Franchise Fees; Marketing and Guest Entertainment costs; Property
Operation and Maintenance Costs; Energy / Utility Costs and miscellaneous other
unallocated departmental costs.

Administrative and General

These expense items include: administrative staff salary/wages, payroll taxes
and benefits; bookkeeping and accounting; vehicle expenses; credit card
commissions; office supplies; printed materials; postage; professional and legal
fees; contract security; and owner/manager travel expenses, and bad debt
write-offs. PKF reveals that industry standards for administrative and general
expenses in the two property categories we compared the subject to ranged from
7.8% to 9.0%. Smith Travel indicates this expense to range from 9.1% to 9.4% for
the subject's categories. The subject expended between 3.3% and 4.9% for G&A
over the past four years. We conclude that the most subject's actual experience,
with some consideration to industry averages, is the best indicator of this
expense and have selected 3.5% for our projections.

Management Fees

The subject property is owner operated and the primary compensation paid to the
owner managers comes in the form of profit distributions. A portion of the
executive management compensation is also accounted for in Administrative
salary/wages which are also somewhat below industry averages by several
measures. A typical market derived management fee for an operation such as the
subject should run at least 3.0%-5.0% according to most reliable sources. PKF
industry standards indicate a range for management of 2.8% to 3.1%. Smith Travel
indicates 2.8% to 3.8% for management expense in the subject's categories. The
subject has a 5 percent internal accounting management fee. We have utilized a
management fee of 5.0 percent for our projections which is above industry
standards.


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James Ratkovich & Associates, Inc.                                            85
<PAGE>

3031 Main Street. Boise. ID

INCOME APPROACH (Continued)

Franchise and Marketing Expense

Franchise and marketing expense includes charges for regional or national chain
affiliations or franchise, expenses for advertising, promotional literature and
activities. Historically the subject has expended between 2.3% to 3.3% for
advertising and there is no franchise fee since the subject is company owned.
PKF industry standards indicate advertising expense to range from 3.7% to 3.9%
and franchise fees to range from 0.9% to 1.9%. Smith Travel indicates 3.7% to
6.6% for advertising and 1.7% to 3.5% for franchise fees. Despite the current
level of the subject's expenditures, we used the industry standards for our
projections, since we look at typical owner requirements rather than Shilo's
actual corporate profile. We have utilized a rate of 3.0% for franchise and 5.0%
for marketing, for a total of 8%, based on our estimate of the appropriate costs
for the subject property to continue to perform at current levels.

Energy / Utility Costs

Expenses in the Energy/Utility category are highly consistent over the previous
four years of operation. We note that the Pacific Northwest has the lowest
energy costs of any region of the US because of the relative abundance of
hydroelectric power. The subject has expended between 3.6 to 3.8 percent in
utility expenses in the past four years. PKF industry standards indicate a range
from 3.9 to 5.0 percent and Smith Travel indicates a range from 4.8% to 6.3%. We
have utilized 3.7 percent for our analysis based on the subject's historical
data.

Property Operations and Maintenance

This category includes automotive maintenance; Building expenses; computer
equipment and software systems; Copy Machine/Fax machine maintenance;
maintenance contracts; grounds maintenance; painting and decorating; swimming
pool/spa maintenance contracts; TV repairs; tools and other miscellaneous
expenses. The subject has historically spent between 3.2 and 4.1 percent for
repairs and maintenance which includes some capital improvements expenses. PKF
industry standards indicate a range from 4.5 to 6.2 percent and Smith Travel
indicates 4.2% to 5.2% for this item. We have utilized a rate of 3.5 percent
based on the subject's most recent historical data and industry standards.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            86
<PAGE>

3031 Main Street, Boise, ID

INCOME APPROACH (Continued)

FIXED CHARGES

Property Taxes

According to the county assessor, the subject's current property and personal
property taxes are $53,600. Taxes are based on six year cycle assessments with
annual adjustments by the assessor. A sale does not trigger a reassessment. We
expect future assessment increases to be in line with historical increases.
Property taxes for the subject property are estimated at $55,000 in our
projection for year one.

Property Casualty Insurance

Insurance has been consistent during the last four years between 0.6 and 0.7
percent of total revenue which is slightly below the 1.0% to 1.2% level
suggested by the industry standard data. A one year premium for fire and
extended coverage and liability has been estimated at 0.6 percent. Industry
averages are above the actual history of the subject but these are a general
indicator overall, highly dependent on location and negotiations. In the final
analysis we relied on the subject's history.

Replacement Reserves

The short-lived building components and equipment which require replacement and
for which a reserve account should be set up consist of roof covering, floor
covering, draperies, water heaters, air conditioning systems and other
mechanical systems servicing the buildings and other capital expenditures. Since
these expenses are bound to occur, we have accounted for this expense item as a
percentage of total revenue. Some of the replacement items are included in
normal maintenance, supplies and room expense items.

The International Society of Hospitality Consultants released a comprehensive
study in 1995 which examined historical industry-wide CapEx expenditures for the
10 year period from 1983 through 1993. The study, funded by 16 high profile
national and international hospitality management companies, lenders and hotel
operators concluded that the historical convention of reserving only 2%-3% of
gross revenues was inadequate for funding the actual capital outlays required to
maintain a property in a typically competitive market. They concluded that
capital expenditures for limited service properties averaged 3.7%.

They also noted that CapEx expenditures increased significantly as a hotel ages
with a spike every 7 to 9 years when major renovations of guest rooms and public
areas are required. They pointed out that properties in their survey data built
before 1981 averaged CapEx outlays of 9.6% of annual gross revenue. What this
clearly reveals is that historical reserves have been grossly underestimated and
have caused financial distress for both financiers and operators of hotel
properties. The bottom line of the study is that properties over 7 to 8 years
old, and certainly those over 10 years old will require reserves of roughly 2.5
times to 3.0 times the traditionally accepted reserve allowance. For upper-tier,
limited service properties and lower-tier, full service


- ----------------------------------
James Ratkovich & Associates, Inc.                                            87
<PAGE>

3031 Main Street, Boise, ID

INCOME APPROACH (Continued)

Capitalization Analysis

properties this will equate to a total CapEx reserves of 4%-5% at a minimum,
depending on age, method of construction, historical occupancy/use levels and
prior CapEx investment.

We have divided reserves charges into two categories: Furniture, Fixtures &
Equipment and Improvement Reserves. The furniture, fixtures and equipment used
in the operations of the subject property is charged at a rate of 3.0 percent of
total revenue based on industry standards and our estimate of the useful life of
the subject's FF&E. The improvements reserve for replacement expense is
estimated at 2.0 percent of total revenue.

Direct Capitalization: This technique employs the use of an overall rate. This
is an annual percentage rate that expresses the relationship between net
operating income and the present worth of the property. The term overall rate
reflects the fact that the rate incorporates capital appreciation or
depreciation along with a return on net income. The overall rate must represent
what informed, prudent and rational investors are requiring and obtaining for
similar, competitive properties in the current market.

Overall Rate Derivation / Direct Capitalization: The first estimate of value we
develop through the Income Approach is developed with the Direct Capitalization
Technique, which utilizes the overall capitalization rate. This is an aggregated
rate that expresses the relationship between a single year's stabilized net
operating income, and the present worth of the property. The term overall
capitalization rate, or simply, overall rate (OAR), indicates that the rate
encompasses all market derived return requirements including capital
appreciation or depreciation, a baseline return on net income, plus any risk
related return premiums dictated by the market's perception of the risk elements
attendant to ownership and operation. The overall rate should represent the
income to value ratio that typically informed, economically motivated, prudent
and rational investors would require and obtain, when investing in similar,
competitive properties in the current market.

Ideally, the market transactions referenced in the overall rate derivation
should be open market sales of regionally competitive hotel properties, with
generally similar income streams and expense ratios. The summary contained in
the Direct Comparison Approach indicates overall rates derived from only two of
the primary market comparable sales. A Supplemental Summary of Hotel Sales has
also been produced to show the overall rates indicated in a variety of other
hotel sales in a broader survey of the Pacific and Inland Northwest.

The sale of the Bellevue Hilton, which sold in August 1995, indicated an overall
rate of 9.00%. This was the lowest OAR and it could be regarded as anomalous,
relative to the other market indicators and investors surveys compiled by us. We
surmise that the price may have reflected substantial unrealized income
potential or operating economies not superficially obvious from the reported
data.


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James Ratkovich & Associates, Inc.                                            88
<PAGE>

3031 Main Street, Boise, ID

INCOME APPROACH (Continued)

The balance of the supplemental sales suggested OAR's ranging from the low 10 to
high 11 percent except for Supplemental Sale No. 5, the Ameritel Inn, which
reported an OAR of 13.48% Although the price/unit appears to fall within the
range of the other surveyed transactions, the OAR of Sale No. 5 appears well
above the indicated range for a property of it's age, and apparent quality. We
are, therefore, disinclined to emphasize the OAR of this sale as an indicator
for the subject

Capitalization Analysis

National Investor Surveys compiled from a variety of respected industry sources
provide additional insight into investor expectations and underwriting
assumptions which may me relevant to the analysis of the subject. For reader
convenience we have compiled a survey of the surveys which is presented on the
following page. The Korpacz Real Estate Investor Survey, Third Quarter 1996,
indicates the average free and clear equity overall rate for hotel properties is
12.75 percent, as compared to 12.53 percent for the previous quarter and 12.79
percent a year ago.

According to the First Quarter 1996, National Investor Survey conducted by CB
Commercial, going in cap rates for Class A, Full Service Hotel properties ranged
between 8.00% and 12.00% and average 10.30%. Class B, Limited Service Hotels
ranged from 9.00% to 13.00% and averaged 11.30%. Our classification of the
subject as an upper tier Limited service, or lower tier full service hotel
suggests an OAR in the low 11% range.

According to the First Half 1996, Hotel Investment Outlook prepared by Landauer
Hospitality Services, going in cap rates for Class A, Full Service Hotel
properties ranged between 7.00% and 13.00% and averaged 9.75%. Class B, Limited
Service Hotels ranged from 10.00% to 14.00% and averaged 11.55%. Again, our
classification of the subject as an upper tier Limited service, or lower tier
full service hotel suggests an OAR in the low 11% range.

According to TransActions 1995 Recap, published by Hotel Motel Brokers of
America the Mountain Pacific Region had an average overall rate of 12.7 percent
for all hotels and ranged between 9.4 and 14.5 percent. These sales totaled 38
hotels with an average 66 units per hotel. They had an average occupancy of
55.2% and an average daily rate of $42.68. which is lower than the subject's
operating levels. Nationally the rates ranged from 9.1% to 14.8%, and averaged
11.80% for all HMBA transactions. We observe that HMBA member brokers were
primarily involved in sales of individually owned properties and not the larger
institutional, and multi-property transactions included in the survey results
compiled by the national consulting firms. We think the HMBA transactions may
represent a slightly lower grade of properties than the subject property.


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James Ratkovich & Associates, Inc.                                            89
<PAGE>

3031 Main Street, Boise, ID

INCOME APPROACH (Continued)

Capitalization Analysis

PKF Consulting, one of the most respected names in the hospitality industry
identifies OAR's ranging from 8.00% to 11.30% for Class A properties and an
average of 10.88%. Class B properties range from 8.50% to 14.50%, averaging
11.76%. Their results are consistent with the other industry consultants cited.

OAR Conclusion / Indication of Value

In attempting to select an appropriate OAR for the direct capitalization value
work up for the subject we have considered the following:

o    The subject property is a middle tier, property defined by its franchise
     flag and has a high level and quality of operations and other guest
     amenities relative to its competitive market.

o    The subject property is a well maintained and has good guest and investment
     appeal.

o    The current competitive position of the subject in its market area is
     fairly strong in its niche as new competition will likely be impeded by
     development costs and restrictive market conditions for new development.

Based on these factors, our Direct Sales Comparison Analyses and our survey of
hospitality industry consultants, we conclude that the appropriate OAR for
developing a value estimate for the subject property through the Direct
Capitalization Technique is 11.00%. Dividing the projected stabilized Net
Operating Income by the selected OAR yields an indication of fee simple value
for the going concern operation, as of the current appraisal date in the amount
of:

                                   $5,955,914
                                   ==========

Yield Capitalization / Discounted Cash Flow Analysis

A discounted cash flow analysis has been made on the premise that the value of
the subject property is represented by the present worth of the anticipated
future net income stream. The projected income stream is based on an analysis of
the quality, as well as the quantity and duration, of the income expectancy.
This income stream is discounted to present value using a discount factor and
then added to the present worth of the property reversion. The property
reversion is calculated by capitalizing the net income from the property into an
indication of value using a capitalization rate extracted from the general
market data of similar properties. This value is then discounted to present
worth.


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James Ratkovich & Associates, Inc.                                            90
<PAGE>

3031 Main Street, Boise, ID

INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

In this analysis, we utilize a ten-year discounted cash flow projection which
represents the underwriting convention of the industry. Although we have not
profiled specific survey results we note that the average holding period for
hotel investments, according to at least two national consultants ranges from 6
to 10 years. One source referenced a 6.27 year average holding period in 1995
while the other referenced a 7.1 year average holding period. Ten to eleven
years, the period covered in our analyses, probably represents the outer limits
of what most investors reasonably anticipate as an investment holding period
since profit taking (dispositions) and normal business cycles seem to occur in
rolling five to seven year intervals.

Revenue and Expense Growth Rate

The survey results are self explanatory. We note that the emerging trend among
analysts and underwriters is a very thin but widening margin between income and
expense growth rates, with revenues leading. As this margin widens the positive
impact on value indications becomes geometric, and we think unreliable. As of
the date of this writing, one market watcher suggests that a rate differential
of 12 to 15 basis points represents the current market thinking. We think such
an assumption may be plausible during the early phases of an industry or
national economic recovery when revenue gains do generally exceed expense growth
rates by meaningful margins. Our perception is that strong industry performance
during the last two plus years will breed new competition placing downward
pressure on revenue growth. Nevertheless, industry vendors, subcontractors and
county tax assessors, not wanting to miss out on the "good times" should
continue with healthy price and assessment increases over the next couple years.
We think it prudent, therefore, to project both revenue and expense growth at
the same levels over the long haul. The survey results lead us to conclude on
annual growth factors of 3.00% for both revenue and expenses.

Terminal Capitalization Rate

Our rate selection is based on the survey results previously presented and our
perceptions of the subject property and its competitive position in the local
market. The survey results suggest that terminal capitalization rates generally
exceed the going in rates by 25 to 100 basis points. Utilizing moderate growth
rate assumptions, CapEx reserves, and moderately conservative discount rates (to
be discussed next) leads us to select a terminal cap rate 100 basis points above
the going in rate, or 12.00%.


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James Ratkovich & Associates, Inc.                                            91
<PAGE>

3031 Main Street, Boise, ID

INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

Discount Rate Selection

The discount rate we utilized reflects the long term yield expectations of hotel
market investors, relative to other alternative investment opportunities in the
real estate markets available today. It also reflects current financial market
conditions and the perceived risk, quality and duration of the income stream
anticipated from each prospective investment. The yield rate used in the
Discounted Cash Flow Analysis is anticipatory rather than historical in its
reference point. The rate should consider all benefits and risks attendant to
the ownership and operation of that particular class of income property, and may
also anticipate tax considerations and leveraging issues that non-realty
investments do not. The appropriate rate is that minimum rate that the
individual, institutional or real estate investor considers a minimal acceptable
return on investment over the particular projection period analyzed. It may be
regarded as a hurdle rate, below which, the typical market investor would not
find sufficient returns to justify the investment, given the risks and
responsibilities attendant to that investment.

We have utilized two means of identifying an appropriate discount rate for the
subject property analyses. These are:

o    Survey of investors' acceptable yield rates

o    Capital market returns analysis plus risk rate

The National Investor Surveys previously referenced summarize the return
expectations of institutional and individual investors as they have been
compiled by five of the hospitality industry's most familiar and respected
consultants. Altogether they reveal a typical range of discount rates from 10.0%
to 20.0% with a convergent grouping of averages and medians clustered between
14.00% and 15.00%.

Built up Yield Rates can provide another indication of investors' motivations
and expectations regarding long term equity returns. These may be developed or
"built up" from the bond markets and other long-term capital markets. However,
the quality and durability of a real estate income stream, and the marketability
of real property is generally considered less reliable (predictable) than other
capital market investments. Investors may purchase relatively risk free treasury
funds and sell them almost immediately when he or she chooses. Investments in
real estate require additional risk based yield premiums to compensate for their
additional risks and illiquidity. Therefore, one simple technique for estimating
the appropriate yield rate for real estate in general, and hotels specifically,
is to explore the yield relationships between relatively "risk free" investments
and real estate investments.


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James Ratkovich & Associates, Inc.                                            92
<PAGE>

3031 Main Street, Boise, ID

INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

According to a market yield rate survey conducted by Real Estate Research
Corporation, the difference in yield rates between real estate and other
selected capital market investments over the last four quarters ranged from 2.4
percent to 5.6 percent. These differences may be regarded as market perceptions
the additional risks and illiquidity premiums required of real estate
investments in general. Comparing yield rates on investment grade real estate to
hotel investments reveals an additional yield rate differential of 1.00% to
3.00% which investors require of management intensive real estate such as
hotels. Hotels are actually much more than real estate operations. They are in
fact going concern business operations which are real estate intensive. The
additional management expertise and risks attendant to such enterprises dictates
another level of yield compensation. The following table shows some recently
published yields on bonds, which are an indication of long term investor's
pre-tax "safe rate" equity yield requirements:

                          Yields on Selected Securities
- --------------------------------------------------------------------------------
       Period            Aaa          Baa        Treasury         Treasury
                        Bonds        Bonds      Securities       Securities
                                              (Long Term)      (Five Year)
- --------------------------------------------------------------------------------
     March 1995         8.12%        8.70%         7.45%             7.05%
- --------------------------------------------------------------------------------
   September 1995       7.32%        7.93%         6.55%             6.00%
- --------------------------------------------------------------------------------
     April 1996         6.80%        7.47%         6.05%             5.36%
- --------------------------------------------------------------------------------
      Average           7.41%        8.03%         6.68%             6.14%
- --------------------------------------------------------------------------------

Based on the stability of the revenues and potential marketability of the
subject as discussed previously, the discount rate could be reflected as
follows:

        "Risk Free" Capital Market Return Rate:                  8.00% +/-
        Real Estate Risk and Illiquidity Premium:                4.00% +/-
        Hotel-Going Concern Risk based premium:                  1.50% +/-
                                                               -----------
        Total Return Expectation-Going Concern Hotels:          13.50% +/-

Based on the National Investor Surveys, the capital market risk based premium
rationale, and the specific characteristics of the subject property previously
enumerated we conclude the appropriate yield rate (IRR) to be utilized in the 10
year DCF is 13.50%.


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James Ratkovich & Associates, Inc.                                            93
<PAGE>

3031 Main Street, Boise, ID

INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

Net Reversionary Value

The last component we must consider in the long term discounted DCF analysis is
the net reversionary interest in the property. The yield analysis explicitly
assumes full capital recovery at the end of the holding period, which is another
way of saying the sale or disposition of the property. Calculating a net
reversionary value is accomplished through a simple direct capitalization
technique utilizing the projected Year 11 NOI, and an appropriate terminal
capitalization rate. From the direct capitalization value indication we deduct
estimated selling costs, which will include brokers commissions, title costs,
legal costs and escrow fees. This net reversionary value is included in the Year
10 cash flow projections and is identified as the NOI + Reversion in the 10 Year
DCF spreadsheet on the following page.

Discounting the projected operational cash flows plus net reversionary value in
Year 10, by the appropriate yield rate produces an indication of Net Present
Value (NPV) in the amount of:

                                   $6,112,608
                                   ==========

Correlation of Value Indications

The discounted cash flow schedule is located on the following page which
contains the income, expenses, discounting, reversion and direct capitalization.
We have given the two indications relatively similar weight in our final
considerations. The indicated values and conclusion of value, of the Fee Simple
estate, via the Income Approach are summarized below:

             Direct Capitalization - Fiscal 1997 Income - $5,955,914

                   Discounted Cash Flow Analysis - $6,112,608

                               Rounded $6,050,000
                               ==================


- ----------------------------------
James Ratkovich & Associates, Inc.                                            94
<PAGE>

                                                        SHILO INN
# of Rooms                            112               3031 Main Street
Growth Rate:                         3.0%               Boise/Riverside, ID

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                        % Total        1           2           3           4           5           6           7    
Fiscal Year (12/1 TO 11/30)              Revenue     1997        1998        1999        2000        2001        2002        2003   
====================================================================================================================================
<S>                                       <C>     <C>         <C>         <C>         <C>         <C>         <C>         <C>       
Room Nights Available                                 40,880      40,880      40,880      40,880      40,880      40,880      40,880
Number of Occupied Rooms                              25,754      26,572      26,572      26,572      26,572      26,572      26,572
Occupancy Rate                                        63.00%      65.00%      65.00%      65.00%      65.00%      65.00%      65.00%
Average Room Rate                                     $53.50      $55.11      $56.76      $58.46      $60.21      $62.02      $63.88
- ------------------------------------------------------------------------------------------------------------------------------------

REVENUES
 Room Rentals                             96.34%  $1,377,860  $1,464,250  $1,508,178  $1,553,423  $1,600,026  $1,648,026  $1,697,467
 Telephone                                 2.00%      27,557      29,285      30,164      31,068      32,001      32,961      33,949
 Restaurant Revenue                        0.00%           0           0           0           0           0           0           0
 Other Income                              1.80%      24,801      26,357      27,147      27,962      28,800      29,664      30,554
                                        --------------------------------------------------------------------------------------------
 Total Revenue                            100.0%  $1,430,219  $1,519,892  $1,565,488  $1,612,453  $1,660,827  $1,710,651  $1,761,971

EXPENSES
Departmental Expenses
 Rooms ($/room/year)                     $2,400      268,800     276,864     285,170     293,725     302,537     311,613     320,961
 Telephone (% of Departmental Income)     65.0%       17,912      19,035      19,606      20,194      20,800      21,424      22,067
                                        --------------------------------------------------------------------------------------------
Total Departmental Expenses               20.0%     $286,712    $295,899    $304,776    $313,920    $323,337    $333,037    $343,028

Undistributed Operating Expenses
 Administrative & General                  3.5%       50,058      51,559      53,106      54,699      56,340      58,031      59,771
 Management                                5.0%       71,511      75,995      78,274      80,623      83,041      85,533      88,099
 Furniture, Fixtures & Equipment Reserves  3.0%       42,907      45,597      46,965      48,374      49,825      51,320      52,859
 Franchise & Marketing                     8.0%      114,418     121,591     125,239     128,996     132,866     136,852     140,958
 Utilities                                 3.7%       52,918      56,236      57,923      59,661      61,451      63,294      65,193
 Property Operations & Maintenance         3.5%       50,058      53,196      54,792      56,436      58,129      59,873      61,669
 Miscellaneous                             1.0%       14,302      15,199      15,655      16,125      16,608      17,107      17,620
                                        --------------------------------------------------------------------------------------------
Total Undistributed Expenses              27.7%     $396,171    $419,373    $431,954    $444,913    $458,260    $472,008    $486,168

Total Expenses Before Fixed Charges       47.7%     $682,883     $715,272   $736,731    $758,832    $781,597    $805,045    $829,197
Income Before Fixed Charges               52.3%     $747,336     $804,619   $828,758    $853,620    $879,229    $905,606    $932,774

Fixed Charges
 Property Tax & License                    3.8%       55,000       56,650     58,350      60,100      61,903      63,760      65,673
 Insurance                                 0.6%        8,581        8,839      9,104       9,377       9,658       9,948      10,247
 Buildings Reserve for Replacement         2.0%       28,604       29,463     30,346      31,257      32,194      33,160      34,155
                                        --------------------------------------------------------------------------------------------
Total Fixed Charges                        6.4%      $92,186      $94,951    $97,800    $100,734    $103,756    $106,868    $110,075

NET OPERATING INCOME                      45.8%     $655,151     $709,668   $730,958    $752,887    $775,473    $798,737    $822,700
Present value of Income Stream                       577,225      550,888    499,925     453,676     411,706     373,619     339,055
 Discounted at                           13.50%

Total Present Value of Income Stream                           $4,046,401

REVERSION ANALYSIS
- --------------------------------
Eleventh Year Income                                $925,956
Reversion Capitalized @                               12.00%
Reversion                                         $7,716,297                                            DIRECT CAPITALIZATION
Less Sales Expense                                      5.0%                                     ..................................
Net Reversion                                      7,330,482                                     Net Operating Income      $655,151
Discount rate                                         13.50%                                       (1997)
Present value of Reversion                                     $2,066,207                        Overall Rate                11.00%
                                                             ------------                                              ------------
TOTAL PRESENT VALUE                                            $6,112,608                        Indicated Value         $5,955,914

Concluded Value via Income Approach                            $6,050,000     $54,018 /Room
                                                             ============
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
                                               8           9          10          11
Fiscal Year (12/1 TO 11/30)                  2004        2005        2006        2007
========================================================================================
<S>                                       <C>         <C>         <C>         <C>       
Room Nights Available                         40,880      40,880      40,880      40,880
Number of Occupied Rooms                      26,572      26,572      26,572      26,572
Occupancy Rate                                65.00%      65.00%      65.00%      65.00%
Average Room Rate                             $65.80      $67.77      $69.81      $71.90
- ----------------------------------------------------------------------------------------

REVENUES
 Room Rentals                             $1,748,391  $1,800,843  $1,854,868  $1,910,514
 Telephone                                    34,968      36,017      37,097      38,210
 Restaurant Revenue                                0           0           0           0
 Other Income                                 31,471      32,415      33,388      34,389
                                        ------------------------------------------------
 Total Revenue                            $1,814,830  $1,869,275  $1,925,353  $1,983,114

EXPENSES
Departmental Expenses
 Rooms ($/room/year)                         330,590     340,508     350,723     361,245
 Telephone (% of Departmental Income)         22,729      23,411      24,113      24,837
                                        ------------------------------------------------
Total Departmental Expenses                 $353,319    $363,919    $374,836    $386,081

Undistributed Operating Expenses
 Administrative & General                     61,565      63,412      65,314      67,273
 Management                                   90,742      93,464      96,268      99,156
 Furniture, Fixtures & Equipment Reserves     54,445      56,078      57,761      59,493
 Franchise & Marketing                       145,186     149,542     154,028     158,649
 Utilities                                    67,149      69,163      71,238      73,375
 Property Operations & Maintenance            63,519      65,425      67,387      69,409
 Miscellaneous                                18,148      18,693      19,254      19,831
                                        ------------------------------------------------
Total Undistributed Expenses                $500,753    $515,776    $531,249    $547,187

Total Expenses Before Fixed Charges         $854,073    $879,695    $906,086    $933,268
Income Before Fixed Charges                 $960,757    $989,580  $1,019,267  $1,049,845

Fixed Charges
 Property Tax & License                       67,643      69,672     71,763      73,915
 Insurance                                    10,554      10,871     11,197      11,513
 Buildings Reserve for Replacement            35,180      36,235     37,322      38,442
                                        ------------------------------------------------
Total Fixed Charges                         $113,377    $116,778   $120,281    $123,890

NET OPERATING INCOME                        $847,381    $872,802   $898,986    $925,956
Present value of Income Stream               307,689     279,224    253,393
 Discounted at                          

Total Present Value of Income Stream    
</TABLE>


                                                                              95
<PAGE>

3031 Main Street, Boise, ID

                          RECONCILIATION AND CONCLUSION

                Cost Approach                       $6,550,000
                Market Approach                     $5,900,000
                Income Approach                     $6,050,000

The approaches have various degrees of applicability depending on the
circumstances. The Cost Approach is usually relied upon when the improvements
are new, or nearly new and are fully utilized for their designed intent. The
Income Approach indicates the amount at which a prudent investor would pay for
the property. The Direct Comparison Approach reflects actual prices paid for
similar properties reduced to a unit of comparison.

The variance between the approaches does not invalidate any of them and is
expected since each approach reflects the differing attitudes and motivations of
the various sectors of the real estate market.

In this analysis, the Cost Approach is given the least weight due to its
limitations in being able to accurately reflect current market conditions, and
going concern elements of value. These conditions are directly related to the
income generating ability of the subject, which is best analyzed within the
Income Approach. The Cost Approach may therefore represent the least reliable
data source, and the method least likely to be referenced by the typical
investor. However, it would be of interest to anyone exploring the feasibility
of developing new facilities. Here their principal concern is whether functional
properties can be acquired for less than their current replacement cost. If the
answer were "yes", the decision to acquire rather than build should result.

The Sales Comparison Approach is based upon the principle of substitution. It is
based on the premise that an informed investor will pay no more than the cost to
acquire a similar, competitive property with the same utility as the subject. In
this analysis, numerous sales of comparable properties were surveyed and
analyzed and adjusted to compare to the subject. The strength of this approach
is that it is the purest reflection of market intentions with regard to the
subject. It's weakness is that it is the most difficult of all approaches to
verify and quantify since appraisers rarely have access to complete financial
and transactional records for sale comparables. Properly allocating value to
real estate, FF&E and other business components and verifying the actual and
projected operating revenues and expenses are several of the challenges
appraisers face. Developing market supported quantitative and qualitative
adjustment factors is also extremely problematic. Therefore, individual
interpretations of reported sale data can be somewhat varied which tends to make
value indications developed through this approach highly subjective. While data
reliability can be rather poor in some instances, this approach is generally
utilized by market participants for developing reasonable bracketing of value
and key benchmark ratios which are utilized in the primary valuation approach,
The Income Approach.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            96
<PAGE>

3031 Main Street, Boise, ID

RECONCILIATION AND CONCLUSIONS (Continued)

The Income Approach is the primary approach utilized in estimating the value of
the subject. It has the benefit of generally being the most reliable approach,
since operating projections are developed from the detailed records of the
owners. It also is the approach given the most weight by knowledgeable market.

Participants who base the bulk of their investment decision making on projected
return analyses. Value estimates are developed through detailed economic data
including occupancy levels and ADR's through application of direct
capitalization rates and discount rates. Numerous well respected consultants and
industry leaders perform research and publish data which aids the appraiser in
formulating opinions of value. Clearly, the Income Approach is the most reliable
and verifiable of the three approaches and is also the de facto standard
utilized by all knowledgeable market participants. Therefore, the value
conclusions presented herein place the greatest weight on the indications of
value developed through the Income Approach.

Based on the foregoing analysis, the opinion has been formed by the appraisers
that the market value of the subject hotel property, as a going concern with all
furniture fixtures and equipment, subject to the limiting conditions included in
this report, as of December 1, 1996, of the Fee Simple Estate, As Is, was:

                                   $6,050,000

                      (Including Value of FF&E - $336,000)


- ----------------------------------
James Ratkovich & Associates, Inc.                                            97
<PAGE>

3031 Main Street, Boise, ID

                                  CERTIFICATION

The undersigned appraisers hereby certify that, to the best of their knowledge
and belief:

The statements of fact contained in this report are true and correct.

The reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions, and are our personal, unbiased
professional analyses, opinions, and conclusions.

We have no present or prospective interest in the property that is the subject
of this report, and have no personal interest or bias with respect to the
parties involved.

Our compensation is not contingent on an action or event resulting from the
analyses, opinions, or conclusions in, or the use of, this report.

Our analyses, opinions, and conclusions were developed, and this report has been
prepared, in conformity with the Uniform Standards of Professional Appraisal
Practice.

Mr. Joseph Corlett made a personal inspection of the property that is the
subject of this report. Mr. Hammad did not inspect the property.

In addition to the undersigned Mr. Joseph Corlett, MAI performed the field
inspection, site, improvements, area and competitive market analysis and land
valuation.

The reported analyses, opinions and conclusions were developed, and this report
has been prepared, in conformity with the requirements of the Code of
Professional Practice of the Appraisal Institute.

The use of this report is subject to the requirements of the Appraisal Institute
relating to review by its duly authorized representatives.

This appraisal assignment was not based on a requested minimum value, a specific
value or the approval of a loan.

As of the date of this report, M. Hammad has completed the requirements of the
continuing education program of the Appraisal Institute.


/s/ M. Hammad
M. Hammad, MAI
Certified General Appraiser
CA No. AG002849
ID No. CGAP-247


- ----------------------------------
James Ratkovich & Associates, Inc.                                            98
<PAGE>

3031 Main Street, Boise, ID

                           STATEMENT OF QUALIFICATIONS
                                  M HAMMAD, MAI

PROFESSIONAL AFFILIATIONS

     MAI, Member Appraisal Institute #10,868
     GAA, General Accredited Appraiser, National Association of Realtors
     Member San Fernando Valley Board of Realtors

EXPERT WITNESS

     Qualified as expert witness before Los Angeles County and Orange County
     Superior Courts and US Federal Bankruptcy Court and American Arbitration
     Association.

EDUCATION

University of California, Los Angeles (UCLA)
BA in Economics - 1977

LICENSES

     Certified General Appraiser, California
     #AG002849, Expires 2/1/97
     Real Estate Broker, State of California

PROFESSIONAL HISTORY

HAMMAD & ASSOCIATES, INC. Studio City, CA                        1988 to Present
President
     Principal of real estate appraisal and consulting firm in commercial,
     industrial and income producing residential properties.

MARSHALL & STEVENS, Los Angeles, CA                              1986 to 1988
Director of Real Estate Valuation
     Manager and director of real estate appraisal group specializing in the
     appraisal of commercial and industrial real estate for large investors,
     corporations and major financial institutions.

WELLS FARGO REALTY ADVISORS, Marina Del Rey, CA                  1985 to 1986
Assistant Vice President 

     Appraisal officer specializing in appraisal of major properties for
     portfolio analysis, proposed joint venture developments and financing.

LAVENTHOL & HORWATH, Los Angeles, CA                             1984 to 1985
Associate Appraiser

     Assisted the National Director of Valuations in developing a new appraisal
     practice that specialized in hotel and motel valuation, mixed use and
     commercial real estate appraisal and feasibility analysis.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            99
<PAGE>

3031 Main Street, Boise, ID

                                    ADDENDA


- ----------------------------------
James Ratkovich & Associates, Inc.                                           100
<PAGE>

                                LEGAL DESCRIPTION
                           SHILO INN - BOISE RIVERSIDE

TRACT I:

A portion of the OWENS TRACT and a parcel lying between the OWENS TRACT and the
Boise River all South of U.S. 30--20 Highway Couplet, in the S 1/2 SW 1/4 of
Section 4, Township 3 North, Range 2 East, Boise Meridian, Ada County, Idaho.
Owens Tract filed in Book 10 of Plats at Page 500, records of Ada County, Idaho,
more particularly described as follows:

BEGINNING at the POINT OF BEGINNING of the OWENS TRACT, which point is 
North 72(degrees)59'40" West, 1220.54 feet (originally recorded as North
     70(degrees)30'20" W., 1271.3 feet) from the South one--quarter corner of
     Section 4, Township 3 North, Range 2 East, Boise Meridian, Ada County,
     Idaho; thence
North 34(degrees)23' West, 242.15 feet to a steel pin; thence
North 28(degrees)36' West, 175.24 feet to a point; thence
South 60(degrees)14'58" West, 141.07 feet to a point; thence
South 6(degrees)15'3O" East, 28.16 feet to a point; thence
South 32(degrees)45' West, 34.70 feet to a point; thence
South 51(degrees)48' West, 16.86 feet to a point; thence
South 32(degrees)45' West, 82.67 feet to a point; thence
South 58(degrees)2l'02" East, 48.50 feet to a steel pin; thence
South 36(degrees)59'30" East, 47.53 feet to a steel pin; thence
South 60(degrees)04' East, 114.57 feet to a point; thence
South 67(degrees)33' East, 61.68 feet to a steel pin; thence
South 29(degrees)47' East, 50.57 feet to a steel pin; thence
North 75(degrees)56' East, 170.60 feet to the POINT OF BEGINNING.

TRACT II:

An ingress and egress easement over the following described parcel:

COMMENCING at the South one--quarter corner of Section 4, Township 3 
North, Range 2 East, Boise Meridian, Ada County, Idaho; thence
North 72(degrees)59'4O" West, 1220.54 feet (originally recorded as N.
     70(degrees)30'20" W., 1271.3 feet) to a pipe marking the POINT OF BEGINNING
     of the OWENS TRACT; thence
North 34(degrees)23' West, 242.15 feet to a steel pin; thence
North 28(degrees)36' West, 175.24 feet to a point; thence
South 60(degrees)14'58" West, 23.00 feet to the REAL POINT OF BEGINNING; thence
     continue
South 60(degrees)14'58" West, 25.00 feet to a point; thence
North 28(degrees)36' West, 133.03 feet to a point; thence
North 60(degrees)14'58" East, 25.00 feet to a point; thence
South 28(degrees)36' East, 133.03 feet to the REAL POINT OF BEGINNING.

                                    CONTINUED
<PAGE>

                                LEGAL DESCRIPTION
                           SHILO INN - BOISE RIVERSIDE

TRACT III:

An ingress and egress easement over the following described parcel:

COMMENCING at the South one--quarter corner of Section 4, Township 3 
North, Range 2 East, Boise Meridian, Ada County, Idaho; thence 
North 72(degrees)59'40" West, 1220.54 feet (originally recorded as N.
     70(degrees)30'20" W., 1271.3 feet) to a pipe marking the POINT OF BEGINNING
     of the OWENS TRACT; thence
North 34(degrees)23' West, 242.15 feet to a steel pin; thence
North 28(degrees)36' West, 175.24 feet to a point; thence
South 60(degrees)14'58" West, 141.07 feet to a point; thence
South 6(degrees)15'3O" East, 11.43 feet to the REAL POINT OF BEGINNING; thence
     continue
South 6(degrees)15'30" East 16.73 feet to a point; thence
South 32(degrees)45' West, 12.00 feet to a point; thence
North 57(degrees)15' West, 112.07 feet to a point; thence
North 28(degrees)36' West 64.98 feet to a point; thence
North 60(degrees)14' 58" East, 30.00 feet to a point; thence
South 28(degrees)36' East, 68.35 feet to a point; thence
South 57(degrees)15' East, 84.73 feet to the REAL POINT OF BEGINNING.

TRACT IV:

A tract of land lying between the OWENS TRACT and the Boise River, all South of
U.S. 30--20 Highway couplet, in the South Half of the Southwest Quarter of
Section 4 Township 3 North, Range 2 East of the Boise Meridian, Ada County,
Idaho, more particularly described as follows:

COMMENCING at the South one--quarter corner of Section 4, Township 3
North, Range 2 East of the Boise Meridian, Ada County, Idaho; thence
North 72(degrees)59'40" West, 1220.54 feet (originally recorded as North
     70(degrees)30'20" West, 1271.3 feet) to a pipe marking the POINT OF
     BEGINNING of the OWENS TRACT; thence
South 75(degrees)56' West 170.60 feet to a steel pin; thence
North 29(degrees)47' West, 50.57 feet to a steel pin; thence
North 67(degrees)33' West, 150.00 feet to a steel pin; thence
North 36(degrees)59'30" West, 29.35 feet to the REAL POINT OF BEGINNING; thence
     continue
North 36(degrees)59'30" West 47.53 feet to a steel pin; thence
North 58(degrees)21'02" West 65.00 feet to a steel pin; thence
South 18(degrees)21' East, 30.92 feet to a steel pin; and thence
South 60(degrees)04' East, 85.82 feet to the REAL POINT OF BEGINNING.
<PAGE>

SHILO INN - BOISE RIVERSIDE, IDAHO (112 units) 
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 and 1995 (actual) 
FOR THE 12 MONTHS ENDED 8-31-96 (actual)

<TABLE>
<CAPTION>
                                                                                       
                                                                                       
                                                                                       
                                     1991              1992              1993          
REVENUE                          (actual)   %       (actual)    %      (actual)    %   
<S>                            <C>        <C>     <C>        <C>     <C>        <C>    
  Guest Room                   $1,211,333  95.2%  $1,354,914  95.8%  $1,389,073  96.2% 
  Telephone                        29,974   2.4%      34,171   2.4%      28,442   2.0% 
  Meeting/Banquet Room              8,302   0.7%       5,800   0.4%       6,133   0.4% 
  Fax                               3,073   0.2%       1,886   0.1%       1,631   0.1% 
  Valet                             1,540   0.1%       1,268   0.1%       1,199   0.1% 
  Video                             2,090   0.2%       1,948   0.1%       2,234   0.2% 
  Sports and Athletics                  0   0.0%           0   0.0%           0   0.0% 
  Vending Machines                  2,458   0.2%       5,247   0.4%       5,699   0.4% 
  Guest Laundry/Soap                1,918   0.2%       1,855   0.1%       2,126   0.1% 
  Miscellaneous                    12,175   1.0%       6,726   0.5%       7,587   0.5% 
                               -----------------  -----------------  ----------------- 
    TOTAL REVENUE               1,272,863 100.0%   1,413,815 100.0%   1,444,124 100.0% 
                               -----------------  -----------------  ----------------- 
                                                                                       
OPERATING EXPENSE                                                                      
                                                                                       
  PAYROLL & RELATED EXPENSE                                                            
    Managers                      28,753    2.3%      28,007   2.0%      28,507   2.0% 
    Front Desk                    34,267    2.7%      34,821   2.5%      36,825   2.5% 
    Bookkeeper/Auditor            16,304    1.3%      17,473   1.2%      17,514   1.2% 
    Head Housekeeper               8,425    0.7%       9,031   0.6%      10,396   0.7% 
    Housekeeper - Rooms           43,092    3.4%      47,406   3.4%      49,742   3.4% 
    Housekeeper - Other            3,137    0.2%       3,331   0.2%       3,013   0.2% 
    Laundry                        9,118    0.7%      11,324   0.8%      11,596   0.8% 
    Guest Services                 5,242    0.4%       5,927   0.4%       6,222   0.4% 
    Sales Marketing                    0    0.0%           0   0.0%           0   0.0% 
    Security                           0    0.0%           0   0.0%           0   0.0% 
    Maintenance                   17,860    1.4%      16,251   1.1%      17,570   1.2% 
    Ground Maintenance             3,165    0.2%       2,751   0.2%       3,263   0.2% 
    Windows/Carpets                  859    0.1%       2,299   0.2%       1,356   0.1% 
    Bonuses                            0    0.0%       5,000   0.4%         250   0.0% 
    Payroll Taxes                 22,387    1.8%      40,998   2.9%      19,916   1.4% 
    Workers' Coup                      0    0.0%           0   0.0%       7,246   0.5% 
    Workers Comp Claims                0    0.0%           0   0.0%           0   0.0% 
    Health Insurance              19,466    1.5%      18,616   1.3%      22,022   1.5% 
    Medical                            0    0.0%           0   0.0%           0   0.0% 
    Uniforms/Cleaning                186    0.0%          93   0.0%          47   0.0% 
    Other                            169    0.0%         446   0.0%         261   0.0% 
                               -----------------  -----------------  ----------------- 
      TOTAL PAYROLL              212,430   16.7%     244,574  17.3%     235,746  16.3% 
                               -----------------  -----------------  ----------------- 
</TABLE>
<TABLE>
<CAPTION>
                                                  $500,000 remodel
                                                  completed in 1995-96     For The     
                                                                       12 Months Ended
                                   1994               1995                 8-31-96    
REVENUE                          (actual)    %      (actual)    %      (actual)    % 
<S>                            <C>        <C>     <C>        <C>     <C>        <C>   
  Guest Room                   $1,384,283  96.0%  $1,337,828  96.3%  $1,304,499  96.5%
  Telephone                        31,021   2.2%      27,595   2.0%      26,008   1.9%
  Meeting/Banquet Room              8,277   0.6%       6,663   0.5%       6,284   0.5%
  Fax                               1,188   0.1%         968   0.1%       1,012   0.1%
  Valet                             1,084   0.1%       1,118   0.1%       1,328   0.1%
  Video                             2,249   0.2%       2,488   0.2%       1,964   0.1%
  Sports and Athletics                  0   0.0%           0   0.0%           0   0.0%
  Vending Machines                  6,396   0.4%       5,091   0.4%       4,319   0.3%
  Guest Laundry/Soap                2,054   0.1%       1,729   0.1%       1,688   0.1%
  Miscellaneous                     5,144   0.4%       5,894   0.4%       4,837   0.4%
                               -----------------  -----------------  -----------------
    TOTAL REVENUE               1,441,696 100.0%   1,389,374 100.0%   1,351,939 100.0%
                               -----------------  -----------------  -----------------
                                                                               
OPERATING EXPENSE                                                    
                                                                     
  PAYROLL & RELATED EXPENSE                                          
    Managers                       27,831   1.9%      28,221   2.0%      28,512   2.1%
    Front Desk                     39,751   2.8%      41,026   3.0%      40,563   3.0%
    Bookkeeper/Auditor             18,623   1.3%      19,863   1.4%      20,152   1.5%
    Head Housekeeper               11,182   0.8%      11,924   0.9%      12,522   0.9%
    Housekeeper - Rooms            50,235   3.5%      56,111   4.0%      54,174   4.0%
    Housekeeper - Other             2,991   0.2%       5,586   0.4%       5,532   0.4%
    Laundry                        13,355   0.9%      14,499   1.0%      14,687   1.1%
    Guest Services                  6,160   0.4%       6,755   0.5%       6,977   0.5%
    Sales Marketing                     0   0.0%           0   0.0%           0   0.0%
    Security                            0   0.0%           0   0.0%           0   0.0%
    Maintenance                    17,124   1.2%      18,564   1.3%      18,833   1.4%
    Ground Maintenance              3,432   0.2%       3,953   0.3%       4,260   0.3%
    Windows/Carpets                 2,137   0.1%       1,859   0.1%       1,941   0.1%
    Bonuses                         5,200   0.4%         200   0.0%         568   0.0%
    Payroll Taxes                  19,340   1.3%      22,168   1.6%      23,541   1.7%
    Workers' Coup                   9,832   0.7%      10,209   0.7%      10,563   0.8%
    Workers Comp Claims               128   0.0%       1,027   0.1%       1,170   0.1%
    Health Insurance               24,880   1.7%      22,075   1.6%      23,293   1.7%
    Medical                           134   0.0%       1,605   6.1%       1,263   0.1%
    Uniforms/Cleaning                  45   0.0%          37   0.0%          47   0.0%
    Other                             489   0.0%       1,866   0.1%       1,732   0.1%
                               -----------------  -----------------  -----------------
      TOTAL PAYROLL               252,869  17.5%     267,548  19.3%     270,330  20.4%
                               -----------------  -----------------  -----------------
</TABLE>
<PAGE>                                                                     

SHILO INN - BOISE RIVERSIDE, IDAHO (112 units)                            Page 2
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 and 1995 (actual) 
FOR THE 12 MONTHS ENDED 8-31-96 (actual)

<TABLE>
<CAPTION>
                                                                                       
                                                                                       
                                     1991              1992              1993          
                                 (actual)   %       (actual)    %      (actual)    %   
<S>                            <C>        <C>     <C>        <C>     <C>        <C>    
UTILITIES
  Electricity                      27,005   2.1%      26,271   1.9%      21,167   1.9% 
  Gas                              11,042   0.9%      11,413   0.8%      14,338   1.0% 
  Telephone                        17,449   1.4%      20,073   1.4%      17,001   1.2% 
  Water                             4,949   0.4%       5,311   0.4%       5,864   0.4% 
  Garbage                           1,086   0.1%       5,359   0.4%       1,103   0.1% 
  Sewer                             4,685   0.4%       1,394   0.1%       5,332   0.4% 
                               -----------------  -----------------  ----------------- 
    TOTAL UTILITIES                66,216   5.2%      69,821   4.9%      70,805   4.9% 
                               -----------------  -----------------  ----------------- 
ADVERTISING
  Advertising                           0   0.0%           0   0.0%           0   0.0% 
  Airport Advertising               1,872   0.1%       2,196   0.2%       2,491   0.2% 
  Billboards                        9,742   0.8%       5,113   0.4%       6,307   0.4% 
  Highway Logos                       356   0.0%         361   0.0%         708   0.0% 
  Radio Media                           0   0.0%           0   0.0%           0   0.0% 
  Radio Tradeouts                   5,804   0.5%       2,285   0.2%       2,338   0.2% 
  TV Media                              0   0.0%           0   0.0%           0   0.0% 
  TV Tradeouts                      3,149   0.2%       5,163   0.4%       6,485   0.4% 
  Brochures/Postcards               1,522   0.1%       1,231   0.1%       1,179   0.1% 
  Brochures/Tradout                   100   0.0%           0   0.0%           0   0.0% 
  Yellow Pages                      3,421   0.3%       2,966   0.2%       2,580   0.2% 
  Newspaper Ads                       116   0.0%         109   0.0%          83   0.0% 
  Magazine Ads                      2,237   0.2%       1,366   0.1%       1,249   0.1% 
  Magazine Tradeouts                  815   0.1%         463   0.0%         570   0.0% 
  Property Ads                        208   0.0%         296   0.0%         301   0.0% 
  Advertising Tradeouts Other       1,527   0.1%       2,331   0.2%       3,109   0.2% 
  Sports Events/Tradeouts               0   0.0%           0   0.0%           0   0.0% 
  Sports Sponsorship                  100   0.0%           0   0.0%           0   0.0% 
  Displays                            125   0.0%           0   0.0%           0   0.0% 
  Local Events Promotion                0   0.0%       1,299   0.1%       2,882   0.2% 
  Travel Guides/Directories             0   0.0%         366   0.0%         212   0.0% 
  Promotional Items                     0   0.0%         634   0.0%         226   0.0% 
  Advertising & Promotion             508   0.0%         136   0.0%         551   0.0% 
  Travel Agents                     6,012   0.5%       6,197   0.4%       9,438   0.7% 
  Marketing                           273   0.0%         364   0.0%         133   0.0% 
  Taxi & Limo                       1,671   0.1%       1,880   0.1%       2,343   0.2% 
                               -----------------  -----------------  ----------------- 
    TOTAL ADVERTISING              39,558   3.1%      34,756   2.5%      43,185   3.0% 
                               -----------------  -----------------  ----------------- 
</TABLE>
<TABLE>
<CAPTION>
                                                                          For The     
                                                                     12 Months Ended
                                   1994               1995                8-31-96    
                                 (actual)    %      (actual)    %      (actual)    % 
<S>                            <C>        <C>     <C>        <C>     <C>        <C>   
UTILITIES
  Electricity                      26,945   1.9%      23,491   1.7%      23,186   1.7%
  Gas                              11,317   0.8%      11,571   0.8%      11,853   0.9%
  Telephone                        18,186   1.3%      16,945   1.2%      16,799   1.2%
  Water                             5,552   0.4%       7,710   0.6%       7,852   0.6%
  Garbage                           1,350   0.1%       2,178   0.2%       1,604   0.1%
  Sewer                             6,338   0.4%       6,496   0.5%       6,698   0.5%
                               -----------------  -----------------  -----------------
    TOTAL UTILITIES                69,688   4.8%      68,391   4.8%      68,002   5.0%
                               -----------------  -----------------  -----------------
ADVERTISING
  Advertising                           0   0.0%          12   0.0%           0   0.0%
  Airport Advertising               2,968   0.2%       3,292   0.2%       3,196   0.2%
  Billboards                        6,151   0.4%       6,026   0.4%       5,522   0.4%
  Highway Logos                       360   0.0%          44   0.0%          67   0.0%
  Radio Media                          50   0.0%           0   0.0%           0   0.0%
  Radio Tradeouts                   6,242   0.4%      10,257   0.7%      10,285   0.8%
  TV Media                            140   0.0%           0   0.0%           0   0.0%
  TV Tradeouts                      6,016   0.4%       5,520   0.4%       5,341   0.4%
  Brochures/Postcards               1,779   0.1%       2,189   0.2%       2,285   0.2%
  Brochures/Tradout                     0   0.0%           0   0.0%           0   0.0%
  Yellow Pages                      4,766   0.3%       2,989   0.2%       2,469   0.2%
  Newspaper Ads                       658   0.0%         149   0.0%         122   0.0%
  Magazine Ads                        452   0.0%         409   0.0%         396   0.0%
  Magazine Tradeouts                  194   0.0%         968   0.1%         547   0.0%
  Property Ads                        150   0.0%         573   0.0%         410   0.0%
  Advertising Tradeouts Other         884   0.1%       1,399   0.1%         941   0.1%
  Sports Events/Tradeouts               0   0.0%           0   0.0%           0   0.0%
  Sports Sponsorship                  800   0.1%       1,100   0.1%         920   0.1%
  Displays                              0   0.0%           0   0.0%           0   0.0%
  Local Events Promotion            3,348   0.2%         278   0.0%         569   0.0%
  Travel Guides/Directories         1,508   0.1%       1,463   0.1%       1,344   0.1%
  Promotional Items                    10   0.0%         267   0.0%         163   0.0%
  Advertising & Promotion           2,079   0.1%       2,275   0.2%       1,285   0.1%
  Travel Agents                    10,874   0.8%      18,107   1.3%      17,381   1.3%
  Marketing                           352   0.0%       2,532   0.2%       2,016   0.1%
  Taxi & Limo                       4,746   0.3%       4,503   0.3%       4,476   0.3%
                               -----------------  -----------------  -----------------
    TOTAL ADVERTISING              54,527   3.8%      64,352   4.6%      59,735   4.4%
                               -----------------  -----------------  -----------------
</TABLE>
<PAGE>

SHILO INN - BOISE RIVERSIDE, IDAHO (112 units)                            Page 3
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 and 1995 (actual) 
FOR THE 12 MONTHS ENDED 8-31-96 (actual)

<TABLE>
<CAPTION>
                                                                                       
                                                                                       
                                     1991              1992              1993          
                                 (actual)   %       (actual)    %      (actual)    %   
<S>                            <C>        <C>     <C>        <C>     <C>        <C>    
SUPPLIES
  Linen                             2,907   0.2%         345   0.0%       3,091   0.2% 
  Bathroom                          5,557   0.4%       6,016   0.4%       5,150   0.4% 
  Cleaning                          4,658   0.4%       8,445   0.0%       8,804   0.6% 
  Continental Breakfast            19,895   1.6%      20,881   1.5%      21,332   1.5% 
  Office                            2,389   0.2%       1,803   0.1%       2,037   0.1% 
  Operating                         7,321   0.6%       6,019   0.4%       4,218   0.3% 
  Replacements                      1,683   0.1%       2,319   0.2%           0   0.0% 
  Guest Amenity                     3,274   0.3%       3,261   0.2%       3,366   0.2% 
                               -----------------  -----------------  ----------------- 
    TOTAL SUPPLIES                 47,684   3.7%      49,089   3.5%      47,998   3.3% 
                               -----------------  -----------------  ----------------- 
REPAIRS & MAINTENANCE
  Carpets, Draperies & Furniture        0   0.0%         196   0.0%         155   0.0% 
  Elevators                         1,138   0.1%       3,266   0.2%       1,294   0.1% 
  Landscaping                       3,659   0.3%         596   0.0%         359   0.0% 
  Painting & Wallpaper                665   0.1%           0   0.0%           0   0.0% 
  Pool                              3,273   0.3%       1,968   0.1%       2,491   0.2% 
  Telephone                         1,466   0.1%         366   0.0%         154   0.0% 
  TV Cable & Satellite             11,214   0.9%      12,966   0.9%      11,333   0.8% 
  Pest Control                         91   0.0%         125   0.0%         342   0.0% 
  Janitorial Services                  50   0.0%         633   0.0%       1,284   0.1% 
  Plumbing                          1,450   0.1%         697   0.0%         693   0.0% 
  Electrical                        1,218   0.1%       1,899   0.1%       2,110   0.1% 
  Heating Ventilation Cooling         435   0.0%         136   0.0%         355   0.0% 
  Sign                              2,487   0.2%       1,736   0.1%       1,837   0.1% 
  Keys & Locks                        493   0.0%       1,274   0.1%       1,423   0.1% 
  Laundry/Housekeeping              1,343   0.1%         851   0.1%         720   0.0% 
  Photo Copier                        553   0.0%         316   0.0%         104   0.0% 
  Micros Register                     875   0.1%       1,296   0.1%       2,465   0.2% 
  Tools & Supplies                  2,957   0.2%       2,369   0.2%       4,060   0.3% 
  Maintance and Repairs               189   0.0%         649   0.0%         533   0.0% 
  Contract Labor Repair                 0   0.0%       1,965   0.1%       2,351   0.2% 
                               -----------------  -----------------  ----------------- 
    TOTAL REPAIRS & MAINTENANCE    33,556   2.6%      33,304   2.4%      34,063   2.4% 
                               -----------------  -----------------  ----------------- 
</TABLE>
<TABLE>
<CAPTION>
                                                                            For The     
                                                                       12 Months Ended
                                     1994               1995                8-31-96    
                                   (actual)    %      (actual)    %      (actual)    % 
<S>                              <C>        <C>     <C>        <C>     <C>        <C>   
SUPPLIES
  Linen                               1,236   0.1%       2,067   0.1%       2,479   0.2%
  Bathroom                            6,709   0.5%       7,339   0.5%       6,586   0.5%
  Cleaning                            6,616   0.5%      10,653   0.8%      10,543   0.8%
  Continental Breakfast              22,595   1.6%      21,895   1.6%      21,515   1.6%
  Office                              2,642   0.2%       1,429   0.1%       2,227   0.2%
  Operating                           5,223   0.4%      17,699   1.3%       8,881   0.7%
  Replacements                       22,503   1.6%         942   0.1%         276   0.0%
  Guest Amenity                       2,615   0.2%       2,811   0.2%       3,227   0.2%
                                 -----------------  -----------------  -----------------
    TOTAL SUPPLIES                   70,139   4.9%      64,835   4.7%      55,734   4.1%
                                 -----------------  -----------------  -----------------
REPAIRS & MAINTENANCE
  Carpets, Draperies & Furniture          0   0.0%          52   0.0%          40   0.0%
  Elevators                           1,139   0.1%       1,427   0.1%       1,236   0.1%
  Landscaping                         2,307   0.2%      21,540   1.6%      14,632   1.1%
  Painting & Wallpaper                  201   0.0%         681   0.0%         540   0.0%
  Pool                                2,502   0.2%       2,935   0.2%       1,896   0.1%
  Telephone                             654   0.0%           2   0.0%          62   0.0%
  TV Cable & Satellite               12,282   0.9%       9,825   0.7%       5,216   0.4%
  Pest Control                          147   0.0%         433   0.0%         550   0.0%
  Janitorial Services                 1,570   0.1%       1,573   0.1%       1,221   0.1%
  Plumbing                            3,167   6.2%       1,025   0.1%       1,585   0.1%
  Electrical                            136   0.0%       1,754   0.1%       1,288   0.1%
  Heating Ventilation Cooling             0   0.0%         500   0.0%         431   0.0%
  Sign                                1,827   0.1%         240   0.0%         319   0.0%
  Keys & Locks                          350   0.0%         373   0.0%         411   0.0%
  Laundry/Housekeeping                1,795   0.1%       1,546   0.1%       1,741   0.1%
  Photo Copier                          500   0.0%         119   0.0%         196   0.0%
  Micros Register                     1,611   0.1%       1,908   0.1%       1,236   0.1%
  Tools & Supplies                    2,003   0.1%       3,357   0.2%       3,744   0.3%
  Maintance and Repairs              15,566   1.1%       3,567   0.3%       4,623   0.3%
  Contract Labor Repair                 125   0.0%         482   0.0%         658   0.0%
                                 -----------------  -----------------  -----------------
    TOTAL REPAIRS & MAINTENANCE      47,882   3.3%      53,339   3.8%      41,625   3.1%
                                 -----------------  -----------------  -----------------
</TABLE>
<PAGE>

SHILO INN - BOISE RIVERSIDE, IDAHO (112 units)                            Page 4
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 and 1995 (actual) 
FOR THE 12 MONTHS ENDED 8-31-96 (actual)

<TABLE>
<CAPTION>
                                                                                        
                                                                                        
                                        1991              1992              1993           
                                    (actual)   %       (actual)    %      (actual)    %    
<S>                               <C>        <C>     <C>        <C>     <C>        <C>     
OTHER OPERATING EXPENSE
  Sales/Use/Taxes                     8,246   0.6%       5,269   0.4%       4,697   0.3%
  Credit Card Discounts              20,362   1.6%      20,966   1.5%      21,744   1.5%
  Telecheck                           1,732   0.1%       1,632   0.1%       1,463   0.1%
  Bad Debts                           1,197   0.1%         518   0.0%         418   0.0%
  Cash Over/Short                       (85) -0.0%         631   0.0%         451   0.0%
  Administrative Telephone            3,477   0.3%       1,396   0.1%       1,174   0.1%
  Security Services                       0   0.0%           0   0.0%           0   0.0%
  Comps                                   0   0.0%           0   0.0%           0   0.0%
  Coin-op Laundry Services              304   0.0%         880   0.1%         789   0.1%
  Dry Cleaning, Valet                 1,077   0.1%         126   0.0%         976   0.1%
  Flowers                               114   0.0%          25   0.0%          30   0.0%
  Video Rentals                       1,369   0.1%       1,633   0.1%       1,526   0.1%
  Vending Machine Maintenance             0   0.0%          96   0.0%         115   0.0%
  Bank Fees                             278   0.0%         515   0.0%         620   0.0%
  Equipment Rental                      701   0.1%         731   0.1%         849   0.1%
  Licenses and Miscellaneous Taxes      175   0.0%         121   0.0%         187   0.0%
  Vehicle Repair & Maintenance          117   0.0%       1,183   0.1%       1,244   0.1%
  Auto & Travel                       1,968   0.2%       1,396   0.1%       1,756   0.1%
  Business Meals                        220   0.0%         431   0.0%         503   0.0%
  Training/Seminars                     196   0.0%         331   0.0%         386   0.0%
  Staff Travel Telephone                 48   0.0%         196   0.0%         477   0.0%
  Theft Loss                              0   0.0%           0   0.0%           0   0.0%
  Insurance Settlement-Theft              0   0.0%           0   0.0%           0   0.0%
  Miscellaneous - Resale/Services       744   0.1%         706   0.1%         914   0.1%
  Attorney Fees                           0   0.0%           0   0.0%           0   0.0%
  Professional Fees                     650   0.1%         946   0.1%         898   0.1%
  Dues & Subscriptions                  725   0.1%       1,273   0.1%         945   0.1%
  Charitable Contributions                0   0.0%           0   0.0%           0   0.0%
  Political Contributions                 0   0.0%           0   0.0%         191   0.0%
  Restaurant Expenses                     0   0.0%           0   0.0%           0   0.0%
                                 -----------------  -----------------  -----------------
    TOTAL OTHER OPERATING EXPENSE    43,615   3.4%      41,041   2.9%      42,353   2.9%
                                 -----------------  -----------------  -----------------
      TOTAL OPERATING EXPENSE       443,059  34.8%     472,585  33.4%     474,150  32.8%
                                 -----------------  -----------------  -----------------
      TOTAL OPERATING INCOME        829,804  65.2%     941,230  66.6%     969,974  67.2%
                                 -----------------  -----------------  -----------------
OTHER EXPENSE

  Insurance                           7,855   0.6%       8,487   0.6%       8,761   0.6%
  Insurance Claims                        0   0.0%         400   0.0%         131   0.0%
  Property Tax                       47,465   3.7%      52,047   3.7%      50,811   3.5%
  Office Overhead                    63,643   5.0%      70,691   5.0%      72,206   5.0%
                                 -----------------  -----------------  -----------------
    TOTAL OTHER EXPENSE             118,963   9.3%     131,625   9.3%     131,909   9.1%
                                 -----------------  -----------------  -----------------
        NET OPERATING INCOME       $710,841  55.8%    $809,605  57.3%    $838,065  58.0%
                                 =================  =================  =================
                                                                                        
</TABLE>
<TABLE>
<CAPTION>
                                                                              For The     
                                                                         12 Months Ended
                                       1994               1995                8-31-96    
                                     (actual)    %      (actual)    %      (actual)    % 
<S>                                <C>        <C>     <C>        <C>     <C>        <C>   
OTHER OPERATING EXPENSE        
  Sales/Use/Taxes                       9,681   0.7%      11,472   0.8%       5,296   0.4%
  Credit Card Discounts                22,178   1.5%      20,750   1.5%      19,758   1.5%
  Telecheck                             1,858   0.1%       1,389   0.1%       1,269   0.1%
  Bad Debts                               855   0.1%         962   0.1%         246   0.0%
  Cash Over/Short                         (24) -0.0%        (256) -0.0%        (459) -0.0%
  Administrative Telephone              1,304   0.1%       1,740   0.1%       1,474   0.1%
  Security Services                         0   0.0%           0   0.0%           0   0.0%
  Comps                                     0   0.0%           0   0.0%           0   0.0%
  Coin-op Laundry Services                 76   0.0%         252   0.0%         161   0.0%
  Dry Cleaning, Valet                     872   0.1%         888   0.1%         765   0.1%
  Flowers                                  53   0.0%          43   0.0%          32   0.0%
  Video Rentals                         1,586   0.1%       1,569   0.1%       1,469   0.1%
  Vending Machine Maintenance             133   0.0%          82   0.0%          55   0.0%
  Bank Fees                               296   0.0%         598   0.0%         263   0.0%
  Equipment Rental                      1,277   0.1%       1,633   0.1%       1,263   0.1%
  Licenses and Miscellaneous Taxes         50   0.0%          50   0.0%          45   0.0%
  Vehicle Repair & Maintenance            547   0.0%         544   0.0%         316   0.0%
  Auto & Travel                         1,655   0.1%       2,033   0.1%       1,696   0.1%
  Business Meals                          992   0.1%       1,478   0.1%       1,263   0.1%
  Training/Seminars                         0   0.0%          90   0.0%           0   0.0%
  Staff Travel Telephone                  314   0.0%         149   0.0%         187   0.0%
  Theft Loss                                0   0.0%           0   0.0%           0   0.0%
  Insurance Settlement-Theft                0   0.0%           0   0.0%           0   0.0%
  Miscellaneous - Resale/Services       1,185   0.1%       1,931   0.1%       1,564   0.1%
  Attorney Fees                           163   0.0%         552   0.0%         334   0.0%
  Professional Fees                       675   0.0%         829   0.1%         563   0.0%
  Dues & Subscriptions                    654   0.0%         768   0.1%         524   0.0%
  Charitable Contributions                  0   0.0%           0   0.0%           0   0.0%
  Political Contributions                 112   0.0%           0   0.0%           0   0.0%
  Restaurant Expenses                       0   0.0%           0   0.0%           0   0.0%
                                   -----------------  -----------------  -----------------
    TOTAL OTHER OPERATING EXPENSE      46,492   3.2%      49,546   3.6%      38,084   2.8%
                                   -----------------  -----------------  -----------------
      TOTAL OPERATING EXPENSE         541,597  37.6%     568,011  40.9%     533,510  39.5%
                                   -----------------  -----------------  -----------------
      TOTAL OPERATING INCOME          900,099  62.4%     821,363  59.1%     818,429  60.5%
                                   -----------------  -----------------  -----------------
OTHER EXPENSE

  Insurance                             8,516   0.6%       8,514   0.6%       8,970   0.7%
  Insurance Claims                          0   0.0%           0   0.0%           0   0.0%
  Property Tax                         50,812   3.5%      57,350   4.1%      54,633   4.0%
  Office Overhead                      72,085   5.0%      69,469   5.0%      67,597   5.0%
                                   -----------------  -----------------  -----------------
    TOTAL OTHER EXPENSE               131,413   9.1%     135,333   9.7%     131,200   9.7%
                                   -----------------  -----------------  -----------------
        NET OPERATING INCOME         $768,686  53.3%    $686,030  49.4%    $687,229  50.8%
                                   =================  =================  =================
                                                             Property under remodel
</TABLE>
<PAGE>

- --------------------------------------------------------------------------------
                 -----------------------------------------------
                 RECONSTRUCTED INDUSTRY STANDARDS OPERATING DATA
                 ===============================================
                        TRENDS IN THE HOTEL INDUSTRY 1996
================================================================================

<TABLE>
<CAPTION>
                                     All Limited Service       Average for            Rate Group              Geographic Division
                                                                 Top 25%               Over $50                Mountain/Pacific
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>        <C>          <C>        <C>          <C>        <C>          <C>        <C>    
REVENUES                              % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room
                                      -------  -------------  -------  -------------  -------  -------------  -------  -------------
 Rooms                                  95.5%     $13,057       95.4%     $18,002       95.5%     $16,126       95.1%     $13,000
 Telephone                               2.4%        $331        2.4%        $449        2.4%        $406        2.3%        $313
 Other Income                            2.1%        $280        2.2%        $427        2.1%        $359        2.6%        $355
- ------------------------------------------------------------------------------------------------------------------------------------
Total Revenue                          100.0%     $13,668      100.0%     $18,878      100.0%     $16,891      100.0%     $13,668
                                                                                    
EXPENSES                                                                            
Departmental Expenses                                                               
 Rooms Department                       23.2%      $3,166       20.9%      $3,950       22.0%      $3,721       23.6%      $3,227
 Telephone                               1.5%        $206        1.4%        $256        1.4%        $235        1.4%        $186
Other Departments                        0.6%         $80        0.7%        $139        0.7%        $111        0.5%         $75
                                                                                    
Undistributed Operating Expenses                                                    
 Administrative & General                9.0%      $1,225        7.8%      $1,463        8.4%      $1,422        8.5%      $1,163
 Franchise Fees                          1.9%        $256        1.4%        $265        1.7%        $292        0.9%        $122
 Marketing                               3.7%        $510        3.7%        $691        4.0%        $669        3.9%        $530
 Property Operations & Maintenance       5.6%        $759        4.5%        $858        4.9%        $835        6.2%        $843
 Energy (Utilties)                       5.0%        $681        3.9%        $744        4.4%        $751        4.6%        $633
                                                                                    
Fixed Charges                                                                       
 Management                              2.8%        $380        3.2%        $597        2.9%        $484        3.1%        $430
 Property Tax & Other Charges            4.0%        $548        4.1%        $773        4.0%        $679        3.5%        $473
 Insurance                               1.1%        $147        1.1%        $203        1.1%        $178        1.2%        $159
- ------------------------------------------------------------------------------------------------------------------------------------
Total Expenses                          58.4%      $7,958       52.7%      $9,939       55.5%      $9,377       57.4%      $7,841

Net Income Before Reserves              41.6%      $5,710       47.3%      $8,939       44.5%      $7,514       42.6%      $5,827
                                                                                    
Percentage Occupancy                    66.9%                   78.1%                   73.5%                   66.8%
Average Daily Rate                     $51.15                  $63.13                  $60.14                  $53.28
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

================================================================================

LIMITED-SERVICE HOTELS
Performance in 1995
================================================================================

Since the proliferation of all the new limited-service chains in the mid-1980s,
this hotel segment has been viewed extremely favorably. For hotel guests, new
limited-service hotels offered a guest room that was frequently superior to
existing full-service hotels at one-half to two-thirds the price. For hotel
managers, the properties were simple to operate. For the hotel ownership and
financial community, limited-service properties represented high profit margins
with a lesser degree of financial risk.

After ten years of being the darling child of the industry, however, it appears
that limited-service hotels have not only matured in the marketplace, but are
beginning to show some signs of fatigue. For the first time since 1984, the
limited-service hotel segment achieved the lowest occupancy of any property type
surveyed in Trends in the Hotel Industry.

Realistically, all this means is that the limited-service hotel segment is not
enjoying the upside of the industry resurgence to the same degree as the other
types of hotels. Limited-service properties still achieved an aggregate
occupancy just shy of 70 percent, and their average room rates rose 5.9 percent,
second highest of all segments. In addition, an average operating profit margin
of 41.8 percent still make these properties the most fiscally efficient.

                             LIMITED-SERVICE HOTELS

                                   Market Mix

    [THE FOLLOWING TABLE WAS DEPICTED AS A PIE CHART IN THE PRINTED MATERIAL]

                              ----------------------
                               Convention      0.4%

                               Conference      1.9%

                               Other           0.5%

                               Business       45.8%

                               Tourists       51.4%
                              ----------------------

However, a degree of caution needs to be raised. The vast majority of new hotel
construction (measured in number of properties) is still occurring in this
segment. In several suburban markets in the United States, we have seen
localized pockets of overdevelopment causing significant declines in market
occupancies. This should not be construed as a blanket condemnation of all
limited-service hotel development, but it should be a warning to examine the
individual merits of each proposed project. Even with low development costs and
high profit margins, automatic success is not as sure as it has been in the
past. With increasing competition, time has proven that the need to maintain a
quality facility and offer good service is crucial in determining the success of
a limited-service operation.

================================================================================


74
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                                Figure Number 14
================================================================================

<TABLE>
<CAPTION>
                                                                                         Rate Groups
                                                                              ---------------------------------
                                                        All         Average                $35.00
                                                  Limited-Service     for       Under        to          Over
                                                       Hotels       Top 25%*    $35.00     $50.00       $50.00
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                95.5%        95.4%       94.4%      95.7%        95.5%
   Telephone                                             2.4          2.4         2.6        2.4          2.4
   Other Operated Departments                            0.8          0.9         1.3        0.7          0.8
   Rentals and Other Income                              1.2          1.3         1.6        1.2          1.3
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                23.2%        20.9%       28.3%      24.3%        22.0%
   Telephone                                             1.5          1.4         2.1        1.6          1.4
   Other Operated Departments                            0.6          0.7         0.6        0.5          0.7
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           25.3%        23.0%       31.0%      26.4%        24.1%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   74.7%        77.0%       69.0%      73.6%        75.9%

Undistributed Operating Expenses:**
   Administrative and General                            9.0%         7.8%       11.2%       9.5%         8.4%
   Franchise Fees                                        1.9          1.4         1.7        2.1          1.7
   Marketing and Guest Entertainment                     3.7          3.7         4.5        3.3          4.0
   Property Operation and Maintenance                    5.6          4.5        10.3        6.0          4.9
   Energy Costs                                          5.0          3.9         7.6        5.5          4.4
   Other Unallocated Operated Departments                --           --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       25.1%        21.3%       35.3%      26.5%        23.5%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          49.6%        55.7%       33.7%      47.1 %       52.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       2.8%         3.2%        3.1%       2.6%         2.9%
   Property Taxes and Other Municipal Charges            4.0          4.1         3.5        4.0          4.0
   Insurance on Buildings and Contents                   1.1          1.1         1.2        1.1          1.1
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     7.8%         8.3%        7.8%       7.7%         7.9%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    41.8%        47.3%       25.9%      39.4%        44.5%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                13.3%        11.7%       17.5%      14.2%        12.4%
   Payroll Taxes and Employee Benefits                   3.5          3.4         4.0        3.4          3.5
                                                  -------------------------------------------------------------
     Subtotal                                           16.8%        15.1%       21.5%      17.6%        15.9%
   Laundry, Linen, and Guest Supplies                    1.6          1.2         3.3        1.8          1.3
   Commissions and Reservation Expenses                  1.6          1.6         1.0        1.4          1.7
   Complimentary Food and/or Beverage Expenses           1.7          1.6         0.6        1.8          1.7
   All Other Expenses                                    2.7          2.5         3.6        2.7          2.6
                                                  -------------------------------------------------------------
     Total Rooms Expense                                24.4%        22.0%       30.0%      25.3%        23.2%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            75.6%        78.0%       70.0%      74.7%        76.8%
                                                  =============================================================
Percentage of Occupancy                                 69.9%        78.1%       64.3%      67.3%        73.5%
Average Daily Rate per Occupied Room                   $51.15       $63.13      $31.31     $44.34       $60.14
Average Size (Rooms)                                     107          111          98        100          116
</TABLE>

================================================================================

  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              75
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995
Ratios to Total Revenues
Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                        Geographic Divisions
                                                  -------------------------------------------------------------
                                                    New England                                        Mountain
                                                        and          North      South       South         and
                                                  Middle Atlantic   Central    Atlantic    Central      Pacific
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                94.3%        95.4%       94.8%      96.9%        95.1%
   Telephone                                             3.0          2.7         2.7        2.0          2.3
   Other Operated Departments                            1.5          0.4         1.2        0.3          0.9
   Rentals and Other Income                              1.2          1.5         1.3        0.7          1.7
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                26.6%        23.1%       22.6%      22.2%        23.6%
   Telephone                                             1.7          1.5         1.7        1.4          1.4
   Other Operated Departments                            1.3          0.3         0.9        0.3          0.5
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           29.6%        24.9%       25.2%      23.8%        25.5%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   70.4%        75.1%       74.8%      76.2%        74.5%

Undistributed Operating Expenses:**
   Administrative and General                           10.2%         8.7%        9.8%       8.4%         8.5%
   Franchise Fees                                        2.9          2.8         2.6        1.2          0.9
   Marketing and Guest Entertainment                     4.5          3.9         4.3        2.8          3.9
   Property Operation and Maintenance                    5.7          5.0         5.6        5.3          6.2
   Energy Costs                                          6.0          4.7         5.4        4.7          4.6
   Other Unallocated Operated Departments                0.1          --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       29.4%        25.1%       27.9%      22.3%        24.1%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          40.9%        50.0%       46.9%      53.8 %       50.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       3.5%         4.2%        2.9%       1.4%         3.1%
   Property Taxes and Other Municipal Charges            5.5          4.7         3.6        3.9          3.5
   Insurance on Buildings and Contents                   0.7          0.7         1.1        1.3          1.2
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     9.6%         9.6%        7.6%       6.6%         7.8%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    31.3%        40.4%       39.3%      47.2%        42.6%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                15.6%        13.6%       12.9%      12.3%        13.8%
   Payroll Taxes and Employee Benefits                   4.7          2.4         3.1        3.8          3.7
                                                  -------------------------------------------------------------
     Subtotal                                           20.3%        16.0%       16.0%      16.1%        17.5%
   Laundry, Linen, and Guest Supplies                    1.6          2.0         1.7        0.9          1.9
   Commissions and Reservation Expenses                  2.1          1.8         1.8        1.0          1.6
   Complimentary Food and/or Beverage Expenses           1.3          2.0         1.7        1.8          1.4
   All Other Expenses                                    3.0          2.4         2.6        3.0          2.4
                                                  -------------------------------------------------------------
     Total Rooms Expense                                28.3%        24.2%       23.8%      22.8%        24.8%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            71.7%        75.8%       76.2%      77.2%        75.2%
                                                  =============================================================
Percentage of Occupancy                                 69.0%        71.6%       70.9%      71.0%        66.8%
Average Daily Rate per Occupied Room                   $58.94       $49.83      $48.92     $49.93       $53.28
Average Size (Rooms)                                     116           80         123        122           96
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

76
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                    Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                      Property Size Classifications
                                                  -------------------------------------
                                                       Under        75 to        Over   
                                                        75           150         150   
                                                       Rooms        Rooms       Rooms
                                                  -------------------------------------
<S>                                                    <C>          <C>         <C>    
Revenues:
   Rooms                                                96.0%        95.9%       93.9% 
   Telephone                                             2.6          2.3         2.6  
   Other Operated Departments                            0.3          0.7         1.7  
   Rentals and Other Income                              1.1          1.1         1.9  
                                                  -------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0% 

Departmental Costs and Expenses:
   Rooms                                                22.1%        23.0%       24.5% 
   Telephone                                             1.6          1.5         1.6  
   Other Operated Departments                            0.2          0.5         1.2  
                                                  -------------------------------------
     Total Costs and Expenses                           23.8%        25.0%       27.3% 
                                                  -------------------------------------
   Total Operated Departmental Income                   76.2%        75.0%       72.7% 

Undistributed Operating Expenses:**
   Administrative and General                            8.3%         9.0%        9.3% 
   Franchise Fees                                        2.6          1.7         1.9  
   Marketing and Guest Entertainment                     3.7          3.6         4.3  
   Property Operation and Maintenance                    5.5          5.5         5.7  
   Energy Costs                                          4.6          5.0         5.2  
   Other Unallocated Operated Departments                --           --          --   
                                                  -------------------------------------
     Total Undistributed Expenses                       24.7%        24.9%       26.5% 
                                                  -------------------------------------
   Income before Fixed Charges                          51.5%        50.2%       46.2% 

Management Fees, Property Taxes, and Insurance:**
   Management Fees                                       6.2%         2.2%        2.5% 
   Property Taxes and Other Municipal Charges            3.8          4.0         4.1  
   Insurance on Buildings and Contents                   0.6          1.1         1.3  
                                                  -------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                    10.6%         7.3%        8.0% 
                                                  -------------------------------------
Income before Other Fixed Charges***                    40.9%        42.9%       38.2% 
                                                  =====================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0% 
Departmental Expenses:
   Salaries and Wages including Vacation                13.0%        13.1%       14.3% 
   Payroll Taxes and Employee Benefits                   2.1          3.5         4.3  
                                                  -------------------------------------
     Subtotal                                           15.1%        16.6%       18.6% 
   Laundry, Linen, and Guest Supplies                    2.6          1.4         1.5  
   Commissions and Reservation Expenses                  1.6          1.5         1.8  
   Complimentary Food and/or Beverage Expenses           1.6          1.8         1.1  
   All Other Expenses                                    2.1          2.7         3.1  
                                                  -------------------------------------
     Total Rooms Expense                                23.0%        24.0%       26.1% 
                                                  -------------------------------------
   Rooms Departmental Income                            77.0%        76.0%       73.9% 
                                                  =====================================
Percentage of Occupancy                                 69.0%        70.2%       69.9% 
Average Daily Rate per Occupied Room                   $47.93       $50.46      $56.90 
Average Size (Rooms)                                      54          118         186  
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              77
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15
================================================================================

<TABLE>
<CAPTION>
                                                    All Limited-Service              Average for
                                                           Hotels                      Top 25%*
                                                  -------------------------   ----------------------
                                                                  Compared                 Compared
                                                       1995       with 1994      1995      with 1994
                                                  --------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>    
Revenues:                                                                                           
   Rooms                                            $ 13,057          6.7%   $ 18,002          7.3% 
   Telephone                                             331          4.0         449          4.1  
   Other Operated Departments                            110          9.6         178        (12.0) 
   Rentals and Other Income                              170         17.4         249         30.1  
                                                  --------------------------------------------------
     Total Revenues                                 $ 13,669          6.8%   $ 18,878          7.2% 
                                                                                                    
Departmental Costs and Expenses:                                                                    
   Rooms                                            $  3,166          4.5%   $  3,950          3.4% 
   Telephone                                             206          7.3         256          9.0  
   Other Operated Departments                             80         34.5         139         27.9  
                                                  --------------------------------------------------
     Total Costs and Expenses                       $  3,452          5.2%   $  4,345          4.4% 
                                                  --------------------------------------------------
   Total Operated Departmental Income               $ 10,216          7.3%   $ 14,532          8.1% 
                                                                                                    
Undistributed Operating Expenses:**                                                                 
   Administrative and General                       $  1,225          8.4%   $  1,463          8.7% 
   Franchise Fees                                        256         10.7         265         (4.6) 
   Marketing and Guest Entertainment                     510          5.3         691          8.1  
   Property Operation and Maintenance                    759          5.8         858          3.4  
   Energy Costs                                          681         (3.2)        744         (3.5) 
   Other Unallocated Operated Departments                  3          N/C         --           --   
                                                  --------------------------------------------------
     Total Undistributed Expenses                   $  3,435          5.1%   $  4,021          4.1% 
                                                  --------------------------------------------------
   Income before Fixed Charges                      $  6,782          8.4%   $ 10,511          9.8% 
                                                                                                    
Management Fees, Property Taxes, and Insurance:**                                                   
   Management Fees                                  $    380        (24.0)%  $    597        (22.6)%
   Property Taxes and Other Municipal Charges            545          2.8         773          4.5  
   Insurance on Buildings and Contents                   147         (3.2)        203          6.6  
                                                  --------------------------------------------------
     Total Management Fees, Property Taxes,                                                         
       and Insurance                                $  1,072         (9.3)%  $  1,573         (7.5)%
                                                  --------------------------------------------------
Income before Other Fixed Charges***                $  5,710         12.5%   $  8,938         13.5% 
                                                  ==================================================
                                                                                                    
Rooms Department:                                                                                   
   Rooms Net Revenue                                $ 13,057          6.7%   $ 18,002          7.3% 
                                                                              
Departmental Expenses:                                                                              
   Salaries and Wages including Vacation            $  1,735          2.5%   $  2,107          1.5% 
   Payroll Taxes and Employee Benefits                   456         (2.2)        606         (1.1) 
                                                  --------------------------------------------------
     Subtotal                                       $  2,191          1.5%   $  2,713          0.9% 
   Laundry, Linen, and Guest Supplies                    203        (13.3)        211        (20.1) 
   Commissions and Reservation Expenses                  203          8.3         289          0.8  
   Complimentary Food and/or Beverage Expenses           219         12.7         287          6.7  
   All Other Expenses                                    350         38.1         450         45.0  
                                                  --------------------------------------------------
     Total Rooms Expense                            $  3,166          4.5%   $  3,950          3.4% 
                                                  --------------------------------------------------
   Rooms Departmental Income                        $  9,891          7.4%   $ 14,052          8.4% 
                                                  ==================================================
Percentage of Occupancy                                 69.9%         0.8%       78.1%         0.8% 
Average Daily Rate per Occupied Room                $   51.15         5.9%   $   63.13         6.4% 
Average Size (Rooms)                                     107         (0.2)%       111          0.1% 
</TABLE>

================================================================================

N/C - Data not comparable.
  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

78
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                                               Rate Groups
                                                  ---------------------------------------------------------------------------
                                                        Under $35.00           $35.00 to $50.00             Over $50.00
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>        <C>           <C>    
Revenues:                                                                                                                    
1  Rooms                                            $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
2  Telephone                                             206         (2.2)        277          3.3         406          5.0  
3  Other Operated Departments                            105          N/C          79         43.1         142         (7.0) 
4  Rentals and Other Income                              123        (10.8)        132         11.1         217         25.1  
                                                  ---------------------------------------------------------------------------
5    Total Revenues                                 $  7,788          3.8%   $ 11,384          7.0%   $ 16,891          6.8% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
6  Rooms                                            $  2,202          8.5%   $  2,766          5.0%   $  3,721          3.8% 
7  Telephone                                             166         (1.2)        184          6.6         235          8.8  
8  Other Operated Departments                             46         (1.2)         55          N/C         111         30.2  
                                                  ---------------------------------------------------------------------------
9    Total Costs and Expenses                       $  2,414          7.5%   $  3,005          5.7%   $  4,067          4.7% 
                                                  ---------------------------------------------------------------------------
10 Total Operated Departmental Income               $  5,374          2.2%   $  8,379          7.4%   $ 12,824          7.5% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
11 Administrative and General                       $    875          7.9%   $  1,084          7.5%   $  1,422          9.2% 
12 Franchise Fees                                        130          3.7         240         19.9         292          4.2 
13 Marketing and Guest Entertainment                     351         (0.3)        379          5.4         669          5.6  
14 Property Operation and Maintenance                    802         18.1         680          6.1         835          4.1  
15 Energy Costs                                          589         (9.3)        626         (3.7)        751         (2.1) 
16 Other Unallocated Operated Departments                 --          --            3          N/C           4          N/C  
                                                  ---------------------------------------------------------------------------
17   Total Undistributed Expenses                   $  2,748          5.0%   $  3,013          5.3%   $  3,972          4.9% 
                                                  ---------------------------------------------------------------------------
18 Income before Fixed Charges                      $  2,626         (0.6)%  $  5,366          8.7%   $  8,851          8.6% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
19 Management Fees                                  $    244          2.2%   $    300        (25.6)%  $    484        (24.4)%
20 Property Taxes and Other Municipal Charges            275        (10.2)        457          3.5         675          3.2  
21 Insurance on Buildings and Contents                    90        (21.9)        124         (6.4)        178          1.0  
                                                  ---------------------------------------------------------------------------
22   Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $    609         (7.7)%  $    881         (9.8)%  $  1,337         (9.1)%
                                                  ---------------------------------------------------------------------------
23 Income before Other Fixed Charges***             $  2,017          1.7%   $  4,485         13.3%   $  7,514         12.5% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
24 Rooms Net Revenue                                $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
                                                                                                                             
Departmental Expenses:                                                                                                       
25 Salaries and Wages including Vacation            $  1,285          4.9%   $  1,548          2.8%   $  1,995          2.0% 
26 Payroll Taxes and Employee Benefits                   296          6.6         369         (4.9)        568         (0.9) 
                                                  ---------------------------------------------------------------------------
27   Subtotal                                       $  1,581          5.3%   $  1,917          1.2%   $  2,563          1.4% 
28 Laundry, Linen, and Guest Supplies                    241         17.1         197         (7.9)        204        (21.5) 
29 Commissions and Reservation Expenses                   74         12.5         158         13.5         269          5.2  
30 Complimentary Food and/or Beverage Expenses            45         22.6         196         18.5         267          8.3  
31 All Other Expenses                                    261         18.8         298         35.3         417         42.2  
                                                  ---------------------------------------------------------------------------
32   Total Rooms Expense                            $  2,202          8.5%   $  2,766          5.1%   $  3,720          3.8% 
                                                  ---------------------------------------------------------------------------
33 Rooms Departmental Income                        $  5,151          1.6%   $  8,129          7.5%   $ 12,406          7.7% 
                                                  ===========================================================================
34 Percentage of Occupancy                              64.3%         2.2%       67.3%         1.1%       73.5%         0.3% 
35 Average Daily Rate per Occupied Room             $   31.31         1.3%   $   44.34         5.7%   $   60.14         6.4% 
36 Average Size (Rooms)                                   98         (0.6)%       100         (0.2)%       116         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              79
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                         Geographic Divisions
   -----------------------------------------------------------------------------------------------------------------------------
         New England                   North                    South                    South                  Mountain
     and Middle Atlantic              Central                  Atlantic                 Central                and Pacific    
   -------------------------  -----------------------  -----------------------  -----------------------  -----------------------
                   Compared                 Compared                 Compared                 Compared                 Compared 
        1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994
   -----------------------------------------------------------------------------------------------------------------------------
<S>  <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>    
                                                                                                                                
1    $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
2         465          0.1         369          8.1         355         13.6         270         (1.9)        313          0.1  
3         240         34.0          58         36.6         166         33.3          46         (0.2)        122        (21.2) 
4         191         16.7         200         20.3         178         15.9          95          5.0         233         24.8  
   -----------------------------------------------------------------------------------------------------------------------------
5    $ 15,747          6.6%   $ 13,645          6.9%   $ 13,350         11.5%   $ 13,354          4.0%   $ 13,668          5.8% 
                                                                                                                                
                                                                                                                                
6    $  4,191          5.1%   $  3,148          4.8%   $  3,019          6.8%   $  2,958          3.1%   $  3,227          3.8% 
7         264         (5.3)        204          1.6         230          8.2         188         15.3         186          8.2  
8         209         46.4          42          N/C         118         33.4          38          N/C          75          9.6  
   -----------------------------------------------------------------------------------------------------------------------------
9    $  4,664          5.8%   $  3,394          5.1%   $  3,367          7.6%   $  3,185          4.1%   $  3,488          4.2% 
   -----------------------------------------------------------------------------------------------------------------------------
10   $ 11,083          6.9%   $ 10,252          7.5%   $  9,984         12.9%   $ 10,169          4.0%   $ 10,180          6.3% 
                                                                                                                                
                                                                                                                                
11   $  1,611          8.0%   $  1,187          5.6%   $  1,311         10.7%   $  1,118         10.4%   $  1,163          5.8% 
12        463          4.3         384          6.8         353         12.8         160         10.7         122         24.0  
13        715        (13.0)        537         10.0         575          4.2         372         13.8         530          7.3  
14        894          3.6         679         (0.3)        754          8.2         702          2.7         843         11.7  
15        945         (0.2)        645         (1.9)        725          1.2         627         (3.5)        633         (9.7) 
16          8        (40.1)        --           --            6          --            4          --          --           --   
   -----------------------------------------------------------------------------------------------------------------------------
17   $  4,636          1.2%   $  3,432          3.7%   $  3,724          7.6%   $  2,983          5.9%   $  3,290          4.6% 
   -----------------------------------------------------------------------------------------------------------------------------
18   $  6,447         11.5%   $  6,820          9.6%   $  6,260         16.4%   $  7,186          3.2%   $  6,889          7.1% 
                                                                                                                                
                                                                                                                                
19   $    544         15.2%   $    569         (3.5)%  $    387         (8.4)%  $    192          N/C    $    430        (20.4)%
20        863         15.3         640          2.6         476          0.3         518          0.3%        473          2.1  
21        107        (39.2)         98        (13.6)        146         (6.4)        174         22.2         159         (9.4) 
   -----------------------------------------------------------------------------------------------------------------------------
22   $  1,514          8.4%   $  1,307         (1.5)%  $  1,009         (4.1)%  $    884        (23.3)%  $  1,062         (9.9)%
   -----------------------------------------------------------------------------------------------------------------------------
23   $  4,933         12.4%   $  5,513         12.6%   $  5,251         21.3%   $  6,302          8.4%   $  5,828         11.0% 
   =============================================================================================================================
                                                                                                                                
                                                                                                                                
24   $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
                                                                                                                                
                                                                                                                                
25   $  2,317          2.8%   $  1,770          5.8%   $  1,637          3.0%   $  1,590          0.6%   $  1,790          2.1% 
26        693          6.8         317        (12.3)        397          1.6         488         (3.2)        480         (3.0) 
   -----------------------------------------------------------------------------------------------------------------------------
27   $  3,010          3.7%   $  2,087          2.6%   $  2,034          2.7%   $  2,078         (0.4)%  $  2,270          1.0% 
28        237         (8.1)        260          2.9         215        (12.2)        120        (38.7)        247         (2.0) 
29        306         (4.2)        234          1.0         224         15.9         136          8.3         211         14.2  
30        199         48.4         260          8.6         211         24.8         234          4.2         187          8.5  
31        440         18.1         307         25.7         334         39.6         389          N/C         311         24.3  
   -----------------------------------------------------------------------------------------------------------------------------
32   $  4,192          5.1%   $  3,148          4.8%   $  3,018          6.8%   $  2,957          3.0%   $  3,226          3.8% 
   -----------------------------------------------------------------------------------------------------------------------------
33   $ 10,659          6.8%   $  9,870          7.2%   $  9,633         12.6%   $  9,986          4.5%   $  9,774          6.7% 
   =============================================================================================================================
27       69.0%         1.3%       71.6%         0.2%       70.9%         3.7%       71.0%        (1.2)%      66.8%         0.6% 
28   $   58.94         5.0%   $   49.83         6.4%   $   48.92         7.2%   $   49.93         5.4%   $   53.28         5.3% 
29        116         (1.0)%        80          --          123         (0.2)%       122         (0.3)%        96         (0.1)%
</TABLE>

================================================================================

                                                                     (Continued)

80
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                         Property Size Classifications
                                                  ---------------------------------------------------------------------------
                                                             Under                  75 to 150                   Over
                                                           75 Rooms                   Rooms                  150 Rooms
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                 <C>             <C>      <C>             <C>      <C>            <C>    
Revenues:                                                                                                                    
   Rooms                                            $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
   Telephone                                             330         10.5         316          3.2         399          2.6  
   Other Operated Departments                             38         (7.5)         89          2.7         259         24.9  
   Rentals and Other Income                              137         42.5         150         19.3         286          5.8  
                                                  ---------------------------------------------------------------------------
     Total Revenues                                 $ 12,577          5.5%   $ 13,486          6.9%   $ 15,394          7.3% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
   Rooms                                            $  2,779          2.7%   $  3,103          5.1%   $  3,770          3.9% 
   Telephone                                             195         (0.2)        199          9.3         246          6.0  
   Other Operated Departments                             25         28.6          65          N/C         191         16.2  
                                                  ---------------------------------------------------------------------------
     Total Costs and Expenses                       $  2,999          2.7%   $  3,368          5.9%   $  4,206          4.6% 
                                                  ---------------------------------------------------------------------------
   Total Operated Departmental Income               $  9,578          6.4%   $ 10,118          7.2%   $ 11,187          8.4% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
   Administrative and General                       $  1,038          6.4%   $  1,213          8.8%   $  1,437          8.3% 
   Franchise Fees                                        332         10.1         232         14.5         297         (0.2)
   Marketing and Guest Entertainment                     465         (0.7)        485          7.8         656          1.6  
   Property Operation and Maintenance                    692          7.3         745          5.6         878          5.5  
   Energy Costs                                          576        (10.7)        673         (2.9)        803          0.8  
   Other Unallocated Operated Departments                 --          N/C           4          N/C           4          --   
                                                  ---------------------------------------------------------------------------
     Total Undistributed Expenses                   $  3,102          2.2%   $  3,352          5.8%   $  4,075          4.5% 
                                                  ---------------------------------------------------------------------------
   Income before Fixed Charges                      $  6,476          8.5%   $  6,766          7.8%   $  7,112         10.7% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
   Management Fees                                  $    775          6.5%   $    299        (33.3)%  $    388        (26.8)%
   Property Taxes and Other Municipal Charges            473          0.1         539          3.0         634          4.0  
   Insurance on Buildings and Contents                    81        (40.5)        146         (1.2)        206         14.1  
                                                  ---------------------------------------------------------------------------
     Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $  1,330         (0.6)%  $    984        (12.1)%  $  1,228         (7.0)%
                                                  ---------------------------------------------------------------------------
   Income before Other Fixed Charges***             $  5,146         11.1%   $  5,782         12.2%   $  5,884         15.3% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
   Rooms Net Revenue                                $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
                                                                                                                             
Departmental Expenses:                                                                                                       
   Salaries and Wages including Vacation            $  1,572          3.0%   $  1,691          2.7%   $  2,066          1.6% 
   Payroll Taxes and Employee Benefits                   254        (14.3)        458         (2.3)        618          3.4  
                                                  ---------------------------------------------------------------------------
     Subtotal $                                     $  1,826          0.2%   $  2,149          1.5%   $  2,684          2.0% 
   Laundry, Linen, and Guest Supplies                    320         21.1         176        (20.7)        217        (16.4) 
   Commissions and Reservation Expenses                  192         12.2         191         10.9         264         (1.1) 
   Complimentary Food and/or Beverage Expenses           194          9.9         237         13.6         163          9.8  
   All Other Expenses                                    247         (8.8)        349         49.1         442         37.8  
                                                  ---------------------------------------------------------------------------
     Total Rooms Expense                            $  2,779          2.7%   $  3,102          5.0%   $  3,770          3.9% 
                                                  ---------------------------------------------------------------------------
   Rooms Departmental Income                        $  9,293          5.8%   $  9,829          7.4%   $ 10,680          8.4% 
                                                  ===========================================================================
   Percentage of Occupancy                              69.0%         0.1%       70.2%         0.7%       69.6%         1.8% 
   Average Daily Rate per Occupied Room             $   47.93         5.0%   $   50.46         6.2%   $   56.90         5.3% 
   Average Size (Rooms)                                   54         (0.1)%       118         (0.2)%       186         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              81
<PAGE>

                              SMITH TRAVEL RESEARCH
                     HOTEL OPERATING STATISTICS 1996 REPORT
================================================================================

LIMITED-SERVICE HIGHLIGHTS

o     Limited-service hotels showed strong profitability improvement from 14.6
      percent of total revenue in 1994 to 23.0 percent in 1995.

o     Sample Characteristics:

        -   Sample comprised of 1,410 limited-service hotels.

        -   Occupancy was slightly lower at 72.7 percent...highest occupancies
            were in Southeast states.

        -   Room Rates increased 1.4 percent to $55.18...highest ADR's were in
            Middle Atlantic (New York) and Pacific (Hawaii) regions.

        -   RevPAR improved to $40.12.

o     Gross operating profit (GOP) (before management fees) improved from 45.2
      percent in 1994 to 46.6 percent in 1995...GOP was above 44 percent across
      all census regions except New England.

o     Higher priced properties generally reported higher GOP and pre-tax income.

o     Total fixed charges (including property taxes and insurance) decreased
      12.5 percent from $3,530 per available room in 1994 to $3,087 in
      1995...fixed charges were highest in Mountain and Pacific regions.

o     Payroll and related expenses, as a ratio to sales, were higher for West
      South Central and Pacific region properties...highest labor expense per
      available room was in Pacific region (Hawaii).

o     Expressed as an amount per available room, limited-service profits
      improved over 12 percent from $3,091 per room in 1994 to $3,474 in 1995
      due to GOP enhancements and reduced fixed charges.

o     Properties in the Central regions reported the highest pre-tax income
      ranging from 22.8 percent to 29.4 of total revenue, while properties in
      New England reported the lowest pre-tax income at 13.0 percent of total
      revenue.

o     Chain-Affiliated properties, with pre-tax income of 23.8 percent, were
      more profitable than the reporting Independent properties at 10.4 percent.


24
<PAGE>

Limited-Service Hotels--Statements of Operating Income & Expenses - 1995

<TABLE>
<CAPTION>
- --------------------------------     -----------------------------------------------------------------------------------------------
                                                                             Geographic Region
- --------------------------------     -----------------------------------------------------------------------------------------------
Ratios to Sales                          New     Middle     South   East North  East South  West North  West South
                                       England  Atlantic  Atlantic    Central     Central     Central     Central  Mountain  Pacific
<S>                                    <C>       <C>       <C>        <C>         <C>          <C>        <C>        <C>      <C>   
Occupancy                               66.1%     70.8%     75.0%      73.4%       74.7%        72.4%      72.3%      73.3%    68.7%
Average Size of Property (Rooms)         105       112       125        114         114          123        127        124      133
Average Rate                           $52.95    $60.23    $52.66     $53.88      $51.96       $54.46     $53.65     $58.05   $62.93

REVENUE
  Rooms                                 95.1%     95.7%     95.7%      95.9%       96.1%        95.7%      95.3%      95.1%    94.2%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Other Food & Beverage                   .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                              2.3       2.3       2.2        2.2         1.8          2.0        1.1        1.6      2.5
  Minor Operated Departments              .6       1.1        .9        1.2          .8          1.1         .5        1.0      1.3
  Rentals & Other Income                 2.0        .9       1.3         .7         1.3          1.3        3.1        2.2      2.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Revenue                        100.0%    100.0%    100.0%     100.0%      100.0%       100.0%     100.0%     100.0%   100.0%

DEPARTMENTAL EXPENSES
  Rooms                                 25.0%     24.9%     25.5%      23.6%       25.7%        27.1%      28.5%      27.2%    28.3%
  Food & Beverage                         .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                             79.4      72.5      96.4       72.7        97.1         86.5       72.2       68.5     59.4
  Other Departmental Expenses             .9        .6        .5         .5          .7           .5         .6         .8      1.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Expenses           26.5%     26.1%     27.0%      24.7%       27.1%        28.1%      28.6%      27.8%    29.2%
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Profit             73.5%     73.9%     73.0%      75.3%       72.9%        71.9%      71.4%      72.2%    70.8%

UNDISTRIBUTED OPERATING EXPENSES
  Administrative & General              12.1%     10.9%     10.0%       9.7%        9.2%         9.4%       8.3%       8.6%     9.4%
  Marketing                              3.7       3.8       4.7        4.6         4.4          5.0        3.5        4.2      4.9
  Franchise Fee                          2.8       2.5       2.0        2.0         2.1          2.0         .9        2.0      1.7
  Energy                                 7.0       6.4       5.7        5.0         4.9          4.6        4.7        4.7      5.0
  Property Operation & Maintenance       5.8       5.2       5.7        5.6         4.8          5.4        3.8        4.6      5.2
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Undistributed Operating
   Expenses                             31.3%     28.8%     28.1%      26.8%       25.5%        26.4%      21.2%      24.0%    26.0%

  GROSS OPERATING PROFIT                42.2%     45.1%     44.9%      48.5%       47.4%        45.5%      50.2%      48.2%    44.8%

  Management Fees                        2.3%      2.4%      3.2%       2.7%        3.2%         2.5%       3.9%       3.0%     2.8%
- ------------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE FIXED CHARGES*            39.9%     42.7%     41.7%      45.8%       44.2%        43.0%      46.3%      45.2%    42.0%
  Property Taxes                         4.5%      5.2%      3.1%       4.3%        2.6%         4.4%       3.8%       3.4%     3.2%
  Insurance                               .9        .9       1.0         .9         1.0          1.0        1.1        1.0      1.4
  Reserve For Replacement                 .3       1.1       1.1         .1          .2           .3         .1         .5       .6
- ------------------------------------------------------------------------------------------------------------------------------------
AMOUNT AVAILABLE FOR DEBT SERVICE
& OTHER FIXED CHARGES                   34.2%     35.5%     36.5%      40.5%       40.4%        37.3%      41.3%      40.3%    36.8%

Total Fixed Charges* (Including
  Property Taxes & Insurance)           26.9%     25.5%     19.3%      19.5%       14.8%        20.2%      18.0%      23.5%    24.9%
- ------------------------------------------------------------------------------------------------------------------------------------
Pre-Tax Income (Loss)                   13.0%     17.2%     22.4%      26.3%       29.4%        22.8%      28.3%      21.7%    17.1%
====================================================================================================================================
PAYROLL & RELATED EXPENSES
  Rooms                                 17.7%     18.2%     16.9%      15.7%       16.1%        17.7%      19.8%      17.0%    18.7%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                               .0       1.3        .7         .2          .0           .0         .0         .6       .6
  Other Operated Departments              .2        .3        .1         .1          .1           .2         .1         .2       .2
  Administrative & General               4.3       4.3       4.5        4.2         4.0          4.1        4.0        4.4      5.0
  Marketing                              1.7       1.3       1.7        1.6         1.2          1.8        1.9        1.6      1.8
  Property Operations & Maintenance      2.6       2.1       2.5        2.4         2.3          2.3        2.6        2.4      2.6
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Payroll & Related Expenses      25.6%     25.5%     25.0%      23.4%       23.1%        25.3%      27.5%      24.8%    27.2%
</TABLE>

* Total Fixed Charges does not include deductions for Replacements; but does
  include Depreciation and Amortization, Interest, Rent and Equipment Leases.

Expense ratios to sales for departmental expenses are based on their respective
departmental revenues. All other expenses are based on total revenue. Totals may
not add due to rounding.


26
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------   --------------------------------------  ---------------------------
                 Location                                     Price Category                        Size
- ----------------------------------------------   --------------------------------------  ---------------------------
                                                                                         Under 75  75-125   Over 125
 Urban   Suburban   Airport   Highway   Resort   Upscale   Mid-Price   Economy   Budget    Rooms    Rooms     Rooms
<S>       <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>      <C>      <C>       <C>   
 73.2%     73.6%     74.4%     71.3%     70.8%     76.5%     72.4%      71.9%     69.1%    68.4%    73.1%     73.4%
  150       125       134       109       172       133       123        115       109       57      108       159
$70.88    $58.55    $53.02    $49.40    $61.51    $74.44    $54.25     $47.67    $39.99   $52.05   $51.89    $61.05

 94.2%     95.3%     95.3%     96.1%     92.9%     95.1%     95.0%      96.0%     96.3%    96.2%    95.8%     94.8%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.1       2.3       1.8       1.7       2.0       2.5       1.7        1.8       2.1      2.2      1.9       2.1
  1.4       1.2        .7        .6       1.3       1.6       1.0         .6        .5       .6       .8       1.2
  2.2       1.3       2.2       1.6       3.8        .8       2.3        1.6       1.1       .9      1.4       1.9
- --------------------------------------------------------------------------------------------------------------------
100.0%    100.0%    100.0%    100.0%    100.0%    100.0%    100.0%     100.0%    100.0%   100.0%   100.0%    100.0%

 27.3%     25.4%     28.5%     25.9%     28.8%     23.5%     26.9%      26.6%     26.9%    26.2%    25.5%      6.7%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
132.0      68.3      74.3      88.3      86.4      73.8      68.4       91.2      92.9     83.1     83.0      75.2
  1.0        .8        .5        .4       1.4       1.0        .8         .5        .3       .4       .5        .9
- --------------------------------------------------------------------------------------------------------------------
 29.5%     26.6%     29.0%     26.8%     29.9%     25.2%     27.5%      27.7%     28.2%    27.5%    26.5%     27.8%
- --------------------------------------------------------------------------------------------------------------------
 70.5%     73.4%     71.0%     73.2%     70.1%     74.8%     72.5%      72.3%     71.8%    72.5%    73.5%     72.2%

  9.4%      9.6%      9.4%      9.7%     10.6%      9.2%      9.1%       9.8%     10.9%    13.1%     9.3%      9.1%
  4.7       4.9       4.1       3.8       6.3       5.7       4.2        3.8       3.6      3.7      4.4       4.6
  1.5       2.2       1.7       1.6       1.4       2.1       2.2        1.2       1.9      3.5      1.7       1.7
  4.9       5.2       5.0       5.5       5.3       4.5       4.8        5.4       7.2      6.3      5.2       5.1
  5.2       5.0       4.3       5.6       5.1       4.6       4.2        5.5       7.4      5.2      5.5       4.7
- --------------------------------------------------------------------------------------------------------------------
 25.8%     26.8%     24.5%     26.2%     28.7%     26.1%     24.5%      25.8%     30.9%    31.8%    26.1%     25.2%

 44.7%     46.6%     46.5%     47.0%     41.4%     48.7%     48.0%       6.5%      0.9%    40.7%    47.4%     47.0%

  3.3%      3.2%      3.4%      2.7%      3.2%      2.8%      3.8%       2.6%      2.2%     3.4%     2.6%     $3.5%
- --------------------------------------------------------------------------------------------------------------------
 41.4%     43.4%     43.1%     44.3%     38.2%     45.9%     44.2%      43.9%     38.7%    37.3%    44.8%     43.5%

  3.9%      3.7%      4.1%      3.6%      2.1%      3.4%      3.4%       3.9%      4.2%     3.7%     3.6%      3.9%
  1.1       1.0       1.0       1.1       1.2       1.0       1.1        1.0       1.1      1.5      1.0       1.0
   .7        .5        .2        .6        .6        .2        .0         .5       1.2      1.5       .5        .4
- --------------------------------------------------------------------------------------------------------------------
 35.7%     38.2%     37.8%     39.0%     34.3%     41.3%     39.3%      38.5%     32.2%    30.6%    39.7%     38.2%

 17.6%     22.3%     18.2%     19.8%     20.6%     18.4%     21.7%      19.7%     22.0%    33.3%    18.2%     20.4%
- --------------------------------------------------------------------------------------------------------------------
 23.8%     21.1%     24.9%     24.5%     17.6%     27.5%     22.5%      24.2%     16.7%     4.0%    26.6%     23.1%
====================================================================================================================

 17.9%     15.7%     19.7%     18.7%     19.7%     11.9%     18.1%      19.7%     20.8%    18.3%    17.4%     17.2%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.8        .1        .3        .4       5.6        .3        .4        1.2        .0       .0       .3        .9
   .3        .1        .0        .2        .4        .1        .1         .4        .7       .1       .1        .2
  4.0       4.2       4.1       4.6       5.2       3.8       4.0        4.8       4.8      4.9      4.3       4.2
  1.9       1.5       1.9       1.6       3.0       1.5       1.2        2.2       1.7       .3      1.7       2.0
  2.5       2.3       2.4       2.5       2.6       2.1       2.2        2.5       2.8      2.0      2.4       2.5
- --------------------------------------------------------------------------------------------------------------------
 25.6%     23.1%     27.2%     26.9%     29.6%     18.8%     24.7%      28.8%     30.0%    24.9%    25.2%     25.2%
</TABLE>


                                                                              27
<PAGE>

                                                                      ----------
                                                                       SPECIAL
                                                                      SUPPLEMENT
                                                                      ----------

================================================================================
TRENDS IN THE HOTEL INDUSTRY
United States Cities 1995 and 1996 Projections
================================================================================

<TABLE>
<CAPTION>
                                         Occupancy                    Average Daily Rate
                                ---------------------------------------------------------------
                                 1994     1995        1996       1994       1995        1996
                                Actual  Estimated   Projected   Actual    Estimated   Projected
                                ---------------------------------------------------------------
<S>                              <C>       <C>         <C>      <C>        <C>         <C>   
South Central Cities
   Austin, TX                    74.4%     76.0%       75.0%    $63.13     $65.50      $68.00
   Baton Rouge, LA               66.4      67.0        67.0      49.78      51.75       54.00
   Birmingham, AL                68.4      68.6        69.0      57.00      59.75       60.75
   Corpus Christi, TX            63.7      67.0        66.0      53.45      55.00       57.00
   Dallas/Fort Worth, TX         68.5      70.0        70.0      72.31      76.00       79.00
   El Paso, TX                   72.8      72.5        73.0      43.76      44.50       46.00
   Houston, TX                   64.3      64.0        65.0      67.32      71.00       74.00
   Jackson, MS                   65.6      65.0        67.0      48.90      49.20       51.00
   Knoxville, TN                 63.4      64.7        65.7      55.38      56.49       57.25
   Little Rock, AR               64.4      61.0        61.5      45.32      48.25       49.00
   Memphis, TN                   70.8      71.0        73.0      63.05      65.95       66.75
   Nashville, TN                 78.0      82.8        84.0      93.32      97.62       99.00
   New Orleans, LA               73.4      73.5        75.0      89.61      92.75       95.00
   Oklahoma City, OK             62.0      66.3        67.5      46.47      49.21       51.00
   San Antonio, TX               71.5      71.0        72.0      69.79      71.75       74.00
   Tulsa, OK                     58.8      59.2        61.0      56.79      58.54       59.00
                               -----------------       ---------------     ------------------
             Subtotal            68.6%     69.3%       70.0%    $69.56     $72.66      $75.28

Mountain and Pacific Cities

   Albuquerque, NM               73.4%     71.3%       73.0%    $63.28     $67.24      $68.00
   Billings, MT                  60.2      60.4        62.0      48.58      49.35       52.00
   Boise, ID                     75.5      75.0        75.0      58.00      62.00       64.00
   Colorado Springs, CO          69.3      69.7        71.2      59.31      62.33       63.75
   Denver, CO                    72.0      74.0        75.0      64.42      69.72       71.00
   Great Falls, MT               60.0      65.2        66.0      48.29      48.02       50.00
   Honolulu, HI                  81.1      80.2        80.5      98.82     105.00      110.00
   Los Angeles, CA               66.3      67.0        68.0      83.05      85.00       88.00
   Orange County, CA             65.5      69.0        70.0      76.50      77.34       80.24
   Phoenix, AZ                   71.4      72.9        73.0      90.13      99.34      100.00
   Portland, OR                  75.0      77.0        75.0      85.00      89.00       92.00
   Sacramento, CA                71.3      70.9        72.0      70.09      74.88       77.00
   Salt Lake City, UT            79.7      78.9        80.0      58.44      62.28       64.75
   San Diego County, CA          67.1      70.0        71.0      77.71      81.00       84.00
   San Francisco, CA             70.1      73.8        75.7     105.92     108.68      112.50
   Santa Fe, NM                  71.2      70.5        71.5     109.21     108.45      109.75
   Scottsdale, AZ                70.9      72.8        73.0     112.76     121.21      123.50
   Seattle, WA                   75.5      77.0        78.0     100.00     104.00      107.00
   Tucson, AZ                    69.2      71.6        72.0      74.25      78.68       79.00

             Subtotal            71.2%     72.5%       73.2%    $84.25     $88.41      $91.19
                               -----------------       ---------------     ------------------
             Total Cities        70.1%     71.3%       72.1%    $83.65     $87.51      $90.64
                               -----------------       ---------------     ------------------
             National Average*   68.9%     70.2%       71.2%    $81.68     $85.24      $88.10
</TABLE>

================================================================================

* Average property size: 210 rooms.


                                                                              15
<PAGE>

                                 Idaho Southwest

                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                OCCUPANCY            ROOM RATE             ROOM SUPPLY             ROOM DEMAND              ROOM REVENUE
                ------------------   -------------------   ---------------------   ----------------------   ------------------------
                CURRENT PRIOR %      CURRENT PRIOR  %      CURRENT  PRIOR   %      CURRENT  PRIOR    %      CURRENT    PRIOR    %
YEAR MONTH      YEAR    YEAR  CHNG   YEAR    YEAR   CHNG   YEAR     YEAR    CHNG   YEAR     YEAR     CHNG   YEAR       YEAR     CHNG
- ---- -----      ----    ----  ----   ----    ----   ----   ----     ----    ----   ----     ----     ----   ----       ----     ----
<C>  <S>        <C>     <C>   <C>    <C>     <C>    <C>    <C>      <C>     <C>    <C>      <C>     <C>     <C>        <C>      <C> 
1990 January    57.8    54.1   6.8   42.69   40.64   5.0    181536   176793  2.7    104945    95696   9.7    4480107   3889485  15.2
1990 February   61.6    61.6    .0   44.06   41.86   5.3    163968   161504  1.5    101049    99438   1.6    4452211   4162353   7.0
1990 March      69.0    68.8    .3   43.24   41.31   4.7    181536   178808  1.5    125250   122931   1.9    5416075   5078257   6.7
1990 Apri1      67.2    69.3  -3.0   43.47   40.49   7.4    175680   173040  1.5    118069   119837  -1.5    5132375   4852702   5.8
1990 May        69.0    69.4   -.6   42.66   39.87   7.0    181536   178808  1.5    125297   124034   1.0    5344680   4945849   8.1
1990 June       81.0    82.5  -1.8   44.75   41.35   8.2    175680   175680   .0    142271   144970  -1.9    6366581   5994482   6.2
1990 July       81.3    79.4   2.4   44.45   40.71   9.2    183396   181536  1.0    149058   144091   3.4    6625057   5865517  12.9
1990 August     81.6    88.5  -7.8   44.35   41.90   5.8    183396   181536  1.0    149578   160580  -6.9    6633689   6728044  -1.4
1990 September  72.1    81.0 -11.0   44.42   40.63   9.3    177480   175680  1.0    127969   142317 -10.1    5684739   5781886  -1.7
1990 October    61.8    69.5 -11.1   52.52   47.42  10.8    183396   181536  1.0    113319   126145 -10.2    5951862   5982028   -.5
1990 November   57.7    61.0  -5.4   44.90   40.88   9.8    177480   175680  1.0    102359   107152  -4.5    4595512   4379894   4.9
1990 December   45.8    51.0 -10.2   43.35   40.50   7.0    183396   181536  1.0     84082    92610  -9.2    3645113   3750606  -2.8
                --------------------------------------------------------------------------------------------------------------------
    TOTAL 1990  67.2    69.7  -3.6   44.57   41.50   7.4   2148480  2122137  1.2   1443246  1479801  -2.5   64328001  61411103   4.7
                                                                                                                     
ROOM SAMPLE PERCENT - 38.0 %         Number of Sample Properties -  20          Number of Census Properties - 67    
                                                                                                                     
1991 January    49.0    57.8 -15.2   45.58   42.69   6.8    183396   181536  1.0     89830   104945 -14.4    4094315   4480107  -8.6
1991 February   58.1    61.6  -5.7   46.21   44.06   4.9    167580   163968  2.2     97360   101049  -3.7    4499297   4452211   1.1
1991 March      58.4    69.0 -15.4   44.57   43.24   3.1    185535   181536  2.2    108437   125250 -13.4    4833218   5416075 -10.8
1991 April      64.6    67.2  -3.9   45.30   43.47   4.2    179550   175680  2.2    116033   118069  -1.7    5256385   5132375   2.4
1991 May        65.0    69.0  -5.8   44.70   42.66   4.8    185535   181536  2.2    120587   125297  -3.8    5390782   5344680    .9
1991 June       76.4    81.0  -5.7   44.68   44.75   -.2    179550   175680  2.2    137197   142271  -3.6    6129284   6366581  -3.7
1991 July       76.0    81.3  -6.5   46.26   44.45   4.1    185535   183396  1.2    141042   149058  -5.4    6524226   6625057  -1.5
1991 August     81.0    81.6   -.7   46.30   44.35   4.4    185535   183396  1.2    150339   149578    .5    6960766   6633689   4.9
1991 September  73.7    72.1   2.2   45.27   44.42   1.9    179550   177480  1.2    132407   127969   3.5    5993683   5684739   5.4
1991 October    65.4    61.8   5.8   45.91   52.52 -12.6    185535   183396  1.2    121308   113319   7.1    5568822   5951862  -6.4
1991 November   57.1    57.7  -1.0   45.01   44.90    .2    179550   177480  1.2    102556   102359    .2    4615839   4595512    .4
1991 December   45.7    45.8   -.2   44.40   43.35   2.4    185535   183396  1.2     84740    84082    .8    3762725   3645113   3.2
                --------------------------------------------------------------------------------------------------------------------
    TOTAL 1991  64.2    67.2  -4.5   45.39   44.57   1.8   2182386  2148480  1.6   1401836  1443246  -2.9   63629342  64328001  -1.1
                                                                                                                    
ROOM SAMPLE PERCENT - 42.5 %          Number of Sample Properties - 25          Number of Census Properties - 68
</TABLE>
<PAGE>

                                 Idaho Southwest

                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                OCCUPANCY            ROOM RATE             ROOM SUPPLY             ROOM DEMAND              ROOM REVENUE
                ------------------   -------------------   ---------------------   ----------------------   ------------------------
                CURRENT PRIOR %      CURRENT PRIOR  %      CURRENT  PRIOR   %      CURRENT  PRIOR    %      CURRENT    PRIOR    %
YEAR MONTH      YEAR    YEAR  CHNG   YEAR    YEAR   CHNG   YEAR     YEAR    CHNG   YEAR     YEAR     CHNG   YEAR       YEAR     CHNG
- ---- -----      ----    ----  ----   ----    ----   ----   ----     ----    ----   ----     ----     ----   ----       ----     ----
<C>  <S>        <C>     <C>   <C>    <C>     <C>    <C>    <C>      <C>     <C>    <C>      <C>     <C>     <C>        <C>      <C> 
1992 January    52.0    49.0   6.1   46.99   45.58   3.1    185535   183396  1.2     96487    89830   7.4    4534335   4094315  10.7
1992 February   62.2    58.1   7.1   48.48   46.21   4.9    171220   167580  2.2    106468    97360   9.4    5161072   4499297  14.7
1992 March      63.7    58.4   9.1   47.83   44.57   7.3    189565   185535  2.2    120660   108437  11.3    5770807   4833218  19.4
1992 April      66.0    64.6   2.2   46.52   45.30   2.7    186030   179550  3.6    122790   116033   5.8    5711903   5256385   8.7
1992 May        67.9    65.0   4.5   45.97   44.70   2.8    194959   185535  5.1    132437   120587   9.8    6087546   5390782  12.9
1992 June       77.9    76.4   2.0   46.32   44.68   3.7    188670   179550  5.1    146937   137197   7.1    6806674   6129284  11.1
1992 July       82.1    76.0   8.0   48.66   46.26   5.2    194959   185535  5.1    160023   141042  13.5    7787075   6524226  19.4
1992 August     86.3    81.0   6.5   49.00   46.30   5.8    194959   185535  5.1    168190   150339  11.9    8240610   6960766  18.4
1992 September  78.1    73.7   6.0   47.15   45.27   4.2    188670   179550  5.1    147275   132407  11.2    6943645   5993683  15.8
1992 October    67.6    65.4   3.4   45.94   45.91    .1    196571   185535  5.9    132927   121308   9.6    6106672   5568822   9.7
1992 November   56.1    57.1  -1.8   45.23   45.01    .5    190230   179550  5.9    106747   102556   4.1    4828189   4615839   4.6
1992 December   51.3    45.7  12.3   44.43   44.40    .1    196571   185535  5.9    100798    84740  18.9    4478548   3762725  19.0
                --------------------------------------------------------------------------------------------------------------------
    TOTAL 1992  67.7    64.2   5.5   47.00   45.39   3.5   2277939  2182386  4.4   1541739  1401836  10.0   72457076  63629342  13.9

 ROOM SAMPLE PERCENT - 43.9 %          Number of Sample Properties -  26          Number of Census Properties - 72

1993 January    53.1    52.0   2.1   45.70   46.99  -2.7    196571   185535  5.9    104469    96487   8.3    4773888   4534335   5.3
1993 February   64.4    62.2   3.5   47.05   48.48  -2.9    177548   171220  3.7    114355   106468   7.4    5380193   5161072   4.2
1993 March      65.0    63.7   2.0   47.45   47.83  - .8    196571   189565  3.7    127680   120660   5.8    6058389   5770807   5.0
1993 Apri1      67.3    66.0   2.0   46.82   46.52    .6    190230   186030  2.3    128080   122790   4.3    5996293   5711903   5.0
1993 May        72.8    67.9   7.2   47.44   45.97   3.2    196571   194959   .8    143122   132437   8.1    6789488   6087546  11.5
1993 June       81.6    77.9   4.7   49.66   46.32   7.2    190230   188670   .8    155205   146937   5.6    7707107   6806674  13.2
1993 July       84.5    82.1   2.9   51.48   48.66   5.8    196571   194959   .8    166076   160023   3.8    8548844   7787075   9.8
1993 August     89.6    86.3   3.8   51.16   49.00   4.4    196571   194959   .8    176106   168190   4.7    9009374   8240610   9.3
1993 September  76.5    78.1  -2.0   48.61   47.15   3.1    190230   188670   .8    145539   147275  -1.2    7074849   6943645   1.9
1993 October    67.3    67.6  - .4   47.81   45.94   4.1    196571   196571   .0    132250   132927   -.5    6323207   6106672   3.5
1993 November   60.1    56.1   7.1   46.44   45.23   2.7    190230   190230   .0    114416   106747   7.2    5314048   4828189  10.1
1993 December   50.3    51.3  -1.9   47.72   44.43   7.4    196571   196571   .0     98811   100798  -2.0    4714925   4478548   5.3
                --------------------------------------------------------------------------------------------------------------------
    TOTAL 1993  69.4    67.7   2.5   48.37   47.00   2.9   2314465  2277939  1.6   1606109  1541739   4.2   77690605  72457076   7.2

    ROOM SAMPLE PERCENT - 47.0 %          Number of Sample Properties - 28          Number of Census Properties - 72
</TABLE>
<PAGE>

                                 Idaho Southwest

                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                OCCUPANCY            ROOM RATE             ROOM SUPPLY             ROOM DEMAND              ROOM REVENUE
                ------------------   -------------------   ---------------------   ----------------------   ------------------------
                CURRENT PRIOR %      CURRENT PRIOR  %      CURRENT  PRIOR   %      CURRENT  PRIOR    %      CURRENT    PRIOR    %
YEAR MONTH      YEAR    YEAR  CHNG   YEAR    YEAR   CHNG   YEAR     YEAR    CHNG   YEAR     YEAR     CHNG   YEAR       YEAR     CHNG
- ---- -----      ----    ----  ----   ----    ----   ----   ----     ----    ----   ----     ----     ----   ----       ----     ----
<C>  <S>        <C>     <C>   <C>    <C>     <C>    <C>    <C>      <C>     <C>    <C>      <C>     <C>     <C>        <C>      <C> 
1994 January    54.0    53.1   1.7   49.83   45.70   9.0   196571   196571    .0    106169   104469   1.6    5290278   4773888  10.8
1994 February   62.5    64.4  -3.0   50.11   47.05   6.5   177548   177548    .0    111038   114355  -2.9    5563899   5380193   3.4
1994 March      69.2    65.0   6.5   49.79   47.45   4.9   196571   196571    .0    135987   127680   6.5    6771325   6058389  11.8
1994 April      66.8    67.3   -.7   48.48   46.82   3.5   190230   190230    .0    127016   128080   -.8    6157466   5996293   2.7
1994 May        73.0    72.8     3   50.72   47.44   6.9   198834   196571   1.2    145209   143122   1.5    7365202   6789488   8.5
1994 June       84.5    81.6   3.6   52.03   49.66   4.8   196320   190230   3.2    165812   155205   6.8    8626840   7707107  11.9
1994 July       83.6    84.5  -1.1   52.06   51.48   1.1   202864   196571   3.2    169626   166076   2.1    8830366   8548844   3.3
1994 August     88.9    89.6   -.8   52.82   51.16   3.2   202864   196571   3.2    180253   176106   2.4    9521257   9009374   5.7
1994 September  81.1    76.5   6.0   50.25   48.61   3.4   196320   190230   3.2    159175   145539   9.4    7999193   7074849  13.1
1994 October    67.4    67.3    .1   49.86   47.81   4.3   202864   196571   3.2    136765   132250   3.4    6818880   6323207   7.8
1994 November   59.8    60.1   -.5   49.41   46.44   6.4   196320   190230   3.2    117314   114416   2.5    5796333   5314048   9.1
1994 December   49.1    50.3  -2.4   49.15   47.72   3.0   202864   196571   3.2     99506    98811    .7    4891196   4714925   3.7
                --------------------------------------------------------------------------------------------------------------------
                                                                                                                               
    TOTAL 1994  70.1    69.4   1.0   50.57   48.37   4.5  2360170  2314465   2.0   1653870  1606109   3.0   83632235  77690605   7.6

    ROOM SAMPLE PERCENT - 47.3 %         Number of Sample Properties - 29          Number of Census Properties - 74

1995 January    55.1    54.0   2.0   51.11   49.83   2.6   202864   196571   3.2    111729   106169   5.2    5710612   5290278   7.9
1995 February   61.0    62.5  -2.4   53.06   50.11   5.9   183232   177548   3.2    111809   111038    .7    5932569   5563899   6.6
1995 March      71.4    69.2   3.2   53.06   49.79   6.6   204755   196571   4.2    146111   135987   7.4    7752822   6771325  14.5
1995 April      67.7    66.8   1.3   51.79   48.48   6.8   201930   190230   6.2    136779   127016   7.7    7084377   6157466  15.1
1995 May        74.4    73.0   1.9   52.57   50.72   3.6   210645   198834   5.9    156769   145209   8.0    8241366   7365202  11.9
1995 June       85.4    84.5   1.1   54.20   52.03   4.2   203850   196320   3.8    173996   165812   4.9    9430195   8626840   9.3
1995 July       83.8    83.6    .2   53.21   52.06   2.2   210645   202864   3.8    176416   169626   4.0    9387028   8830366   6.3
1995 August     86.8    88.9  -2.4   54.50   52.82   3.2   210645   202864   3.8    182773   180253   1.4    9961485   9521257   4.6
1995 September  79.6    81.1  -1.8   51.33   50.25   2.1   205950   196320   4.9    164007   159175   3.0    8417917   7999193   5.2
1995 October    66.2    67.4  -1.8   51.54   49.86   3.4   212815   202864   4.9    140848   136765   3.0    7259441   6818880   6.5
1995 November   55.0    59.8  -8.0   52.38   49.41   6.0   205950   196320   4.9    113373   117314  -3.4    5938231   5796333   2.4
1995 December   47.0    49.1  -4.3   51.28   49.15   4.3   212815   202864   4.9    100005    99506    .5    5128631   4891196   4.9
                --------------------------------------------------------------------------------------------------------------------
    TOTAL 1995  69.5    70.1   -.9   52.63   50.57   4.1  2466096  2360170   4.5   1714615  1653870   3.7   90244674  83632235   7.9

    ROOM SAMPLE PERCENT - 43.5 %          Number of Sample Properties - 30          Number of Census Properties - 79
</TABLE>
<PAGE>

                                 Idaho Southwest

                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                OCCUPANCY            ROOM RATE             ROOM SUPPLY             ROOM DEMAND              ROOM REVENUE
                ------------------   -------------------   ---------------------   ----------------------   ------------------------
                CURRENT PRIOR %      CURRENT PRIOR  %      CURRENT  PRIOR   %      CURRENT  PRIOR    %      CURRENT     PRIOR   %
YEAR MONTH      YEAR    YEAR  CHNG   YEAR    YEAR   CHNG   YEAR     YEAR    CHNG   YEAR     YEAR     CHNG   YEAR        YEAR    CHNG
- ---- -----      ----    ----  ----   ----    ----   ----   ----     ----    ----   ----     ----     ----   ----        ----    ----
<C>  <S>        <C>     <C>   <C>    <C>     <C>    <C>    <C>      <C>     <C>    <C>      <C>     <C>     <C>         <C>     <C> 
1996 January    51.7    55.1  -6.2   53.15   51.11   4.0    212815   202864  4.9    109955   111729  -1.6     5844287   5710612  2.3
1996 February   60.6    61.0   -.7   54.45   53.06   2.6    195804   183232  6.9    118596   111809   6.1     6457339   5932569  8.8
1996 March      68.9    71.4  -3.5   53.03   53.06   -.1    216783   204755  5.9    149322   146111   2.2     7918332   7752822  2.1
1996 April      63.7    67.7  -5.9   51.70   51.79   -.2    209790   201930  3.9    133655   136779  -2.3     6909473   7084377 -2.5
1996 May        72.6    74.4  -2.4   54.04   52.57   2.8    216783   210645  2.9    157327   156769    .4     8501665   8241366  3.2
1996 June       79.5    85.4  -6.9   55.64   54.20   2.7    209790   203850  2.9    166806   173996  -4.1     9281113   9430195 -1.6
1996 July       81.1    83.8  -3.2   55.06   53.21   3.5    216783   210645  2.9    175864   176416  - .3     9683883   9387028  3.2
1996 August     83.5    86.8  -3.8   56.55   54.50   3.8    216783   210645  2.9    180980   182773  -1.0    10233953   9961485  2.7
1996 September  75.7    79.6  -4.9   53.47   51.33   4.2    209790   205950  1.9    158829   164007  -3.2     8492335   8417917   .9
                --------------------------------------------------------------------------------------------------------------------
    TOTAL 1996  70.9    74.2  -4.4   54.26   52.87   2.6   1905121  1834516  3.8   1351334  1360389   -.7    73322380  71918371  2.0
                                                                                                                     
    ROOM SAMPLE PERCENT - 41.9 %          Number of Sample Properties - 30          Number of Census Properties - 80

    SOURCE: SMITH TRAVEL RESEARCH -  The information contained in this report is based upon independent surveys and
                                     research from sources considered reliabLe but no representation is made as to its
                                     completeness or accuracy. This information is in no way to be construed as a
                                     recommendation by Smith Travel Research of any industry standard and is intended
                                     solely for the internal purposes of your company and should not be published in
                                     any manner unless authorized by Smith Travel Research.
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN

                                 Idaho Southwest

                                                                11/07/96 Page: 1

<TABLE>
<CAPTION>
                                                                                                
                                                                    Zip                         
SIR CODE  Name of Establishment            City                 ST  Code   Telephone       YEAR 
- --------  ------------------------------   -------------------  --  -----  --------------  ---- 
<S>       <C>                              <C>                  <C> <C>    <C>             <C>  
   6403   MOTEL 6 TWIN FALLS               TWIN FALLS           ID  83301  (208) 734-3993       
   7319   HOTEL 3                          TWIN FALLS           ID  83301  (208) 733-5630       
  15531   AMERITEL INN                     TWIN FALLS           ID  83301  (208) 736-8000  9205 
  29024   COMFORT INN TWIN FALLS           TWIN FALLS           ID  83301  (208) 734-7494  9210 
   2375   WESTON INN                       TWIN FALLS           ID  83301  (208) 733-6095  6100 
  23407   SUPER 8 TWIN FALLS               TWIN FALLS           ID  83301  (208) 734-5801  8609 
    823   WESTON PLAZA HOTEL               TWIN FALLS           ID  83301  (208) 733-0650       
   2374   BEST WESTERN CANYON SPRINGS IN   TWIN FALLS           ID  83301  (208) 734-5000  7400 
  33248   SHILO INN TWIN FALLS             TWIN FALLS           ID  83301  (208) 733-7545  9602 
   2373   BEST WESTERN APOLLO MOTOR INN    TWIN FALLS           ID  83301  (208) 733-2010  5400 
  16468   MONTEREY MOTOR INN               TWIN FALLS           ID  83301  (208) 733-5151       
   5699   ECONO LODGE TWIN FALLS           TWIN FALLS           ID  83301  (208) 733-8770       
  16466   CAPRI                            TWIN FALLS           ID  83301  (208) 733-6452       
  31556   AMBER INN                        BLISS                ID  83314  (208) 352-4441       
  14819   BUDGET MOTEL                     BURLEY               ID  83318  (208) 678-2200  8203 
  16419   GREENWELL MOTEL                  BURLEY               ID  83318  (208) 678-5576       
   2355   BEST WESTERN BURLEY INN          BURLEY               ID  83318  (208) 678-3501       
  31558   AMBER INN                        EDEN                 ID  83325  (208) 825-5200       
   4104   HAILEY AIRPORT INN               HAILEY               ID  83333  (208) 788-2477       
  16431   HOLIDAY                          JEROME               ID  83338  (208) 324-2361       
  31608   SLEEP INN JEROME/TWIN FALLS      JEROME               ID  83338  (208) 324-6400  9509 
   2371   BEST WESTERN CHRISTIANIA         KETCHUM              ID  83340  (208) 726-3351  5600 
          LODGE                                                                            
   2372   BEST WESTERN TYROLEAN LODGE      KETCHUM              ID  83340  (208) 726-5336  6700 
  10921   CLARION KETCHUM                  KETCHUM              ID  83340  (208) 726-5900       
  17965   BEST WESTERN KENTWOOD LODGE      KETCHUM              ID  83340  (208) 726-4114       
  22334   WARM SPRINGS RESORT              KETCHUM              ID  83340  (208) 726-8274       
  31560   BALD MT LODGE                    KETCHUM              ID  83340  (208) 726-9963       
  31561   CHRISTOPHER CONDO HOTEL          KETCHUM              ID  83340  (208) 726-5601       
  16462   HEIDELBERG INN                   SUN VALLEY           ID  83353  (208) 726-5361       
  16463   TAMARACK LODGE                   SUN VALLEY           ID  83353  (208) 726-3344       
  16465   LITTLE AMERICA SUN VALLEY RESO   SUN VALLEY           ID  83353  (208) 622-4111       
  16464   ELKHORN RESORT/SUN VALLEY        SUN VALLEY           ID  83354  (208) 622-4511       
  16420   SUNDOWNER MOTEL                  CALDWELL             ID  83605  (208) 459-1585       
  25020   COMFORT INN CALDWELL             CALDWELL             ID  83605  (208) 454-2222  8902 
  31292   BEST WESTERN RAMA INN            MERIDIAN             ID  83642  (208) 887-7888  9503 
  30058   MR SANDMAN                       MERIDIAN             ID  83642  (208) 887-2062  9204 
  16443   HILANDER                         MOUNTAIN HOME        ID  83647  (208) 587-3311       
  16445   TOWNE CENTER MOTEL               MOUNTAIN HOME        ID  83647  (208) 587-3373       
</TABLE>
<TABLE>
<CAPTION>
                                                  RESPONSE REPORT                Report #: Res-14      
                                                  -----1995------ ---------------1996----------------  
SIR CODE  Name of Establishment            ROOMS  SEP OCT NOV DEC JAN FEB MAR APR MAY JUN JUL AUG SEP  
- --------  ------------------------------   -----  --------------- -----------------------------------  
<S>       <C>                               <C>   <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> 
   6403   MOTEL 6 TWIN FALLS                157   X   X   X   X   X   X   X   X   X   X   X   X   X
   7319   HOTEL 3                            38
  15531   AMERITEL INN                       88
  29024   COMFORT INN TWIN FALLS             52   X   X   X   X   X   X   X   X   X   X   X   X   X
   2375   WESTON INN                         97
  23407   SUPER 8 TWIN FALLS                 93
    823   WESTON PLAZA HOTEL                202
   2374   BEST WESTERN CANYON SPRINGS IN    112   X   X   X   X   X   X   X   X   X   X   X   X   X
  33248   SHILO INN TWIN FALLS              128
   2373   BEST WESTERN APOLLO MOTOR INN      50
  16468   MONTEREY MOTOR INN                 28
   5699   ECONO LODGE TWIN FALLS             39   X   X   X   X   X   X   X   X   X   X   X   X   X
  16466   CAPRI                              20
  31556   AMBER INN                          30
  14819   BUDGET MOTEL                       94
  16419   GREENWELL MOTEL                    35
   2355   BEST WESTERN BURLEY INN           128
  31558   AMBER INN                          25
   4104   HAILEY AIRPORT INN                 29
  16431   HOLIDAY                            23
  31608   SLEEP INN JEROME/TWIN FALLS        70       X   X   X   X   X   X   X   X   X   X   X   X
   2371   BEST WESTERN CHRISTIANIA           38   X   X   X   X   X   X   X   X   X   X   X   X   X
          LODGE                            
   2372   BEST WESTERN TYROLEAN LODGE        56   X   X   X   X   X   X   X   X   X   X   X   X   X
  10921   CLARION KETCHUM                    58   X   X   X   X   X   X   X   X       X   X   X   X
  17965   BEST WESTERN KENTWOOD LODGE        57
  22334   WARM SPRINGS RESORT               120
  31560   BALD MT LODGE                      30
  31561   CHRISTOPHER CONDO HOTEL            40
  16462   HEIDELBERG INN                     30
  16463   TAMARACK LODGE                     31
  16465   LITTLE AMERICA SUN VALLEY RESO    630
  16464   ELKHORN RESORT/SUN VALLEY         200
  16420   SUNDOWNER MOTEL                    70
  25020   COMFORT INN CALDWELL               65   X   X   X   X   X   X   X   X   X   X   X   X   X
  31292   BEST WESTERN RAMA INN              61   X   X
  30058   MR SANDMAN                        86
  16443   HILANDER                          34
  16445   TOWNE CENTER MOTEL                31
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN

                                 Idaho Southwest

                                                                11/07/96 Page: 2

<TABLE>
<CAPTION>
                                                                                                
                                                                    Zip                         
SIR CODE  Name of Establishment            City                 ST  Code   Telephone       YEAR 
- --------  ------------------------------   -------------------  --  -----  --------------  ---- 
<S>       <C>                              <C>                  <C> <C>    <C>             <C>  
  27904   SLEEP INN MOUNTAIN HOME          MOUNTAIN HOME        ID  83647  (208) 587-9743  9007 
  16444   THUNDERBIRD                      MOUNTAIN HOME        ID  83647  (208) 587-7927       
   2363   BEST WESTERN FOOTHILLS MOTOR I   MOUNTAIN HOME        ID  83647  (208) 587-8477  8500 
  14845   FIVE CROWNS                      NAMPA                ID  83651  (208) 466-3594       
   2364   DESERT INN MOTEL                 NAMPA                ID  83651  (208) 467-1161       
  18152   PIONEER INN BOGUS BASIN          BOISE                ID  83702  (208) 336-4500  7500 
  11179   SHILO INN BOISE RIVERSIDE        BOISE                ID  83702  (208) 344-3521       
   9635   RED LION BOISE DOWNTOWNER/HOTE   BOISE                ID  83702  (208) 344-7691       
   8293   CABANA INN                       BOISE                ID  83702  (208) 343-6000       
  16417   OWYHEE PLAZA                     BOISE                ID  83702  (208) 343-4611  8606 
  14879   IDANHA HOTEL                     BOISE                ID  83702  (208) 342-3611       
  23904   NATIONAL 9 CAPRI INN             BOISE                ID  83702  (208) 344-8617       
   7317   TRAVELODGE BOISE                 BOISE                ID  83702  (208) 342-9351       
  18153   STATEHOUSE INN                   BOISE                ID  83702  (208) 342-4622  8906 
   2353   BEST WESTERN SAFARI MOTOR INN    BOISE                ID  83702  (208) 344-6556  6600 
  29416   AMERITEL INN                     BOISE                ID  83704  (208) 377-8500  9406 
   6398   MOTEL 6 BOISE AIRPORT            BOISE                ID  83705  (208) 344-3506       
  30078   INN AMERICA                      BOISE                ID  83705  (208) 389-9800  9405 
  31731   COURTYARD BOISE AIRPORT          BOISE                ID  83705  (208) 331-2700  9610 
   5828   HOLIDAY INN EXPRESS BOISE        BOISE                ID  83705  (208) 388-0800  9504 
  27804   QUALITY AIRPORT/BOISE            BOISE                ID  83705  (208) 343-7505       
   8603   SUPER 8 BOISE                    BOISE                ID  83705  (208) 344-8871  7901 
    820   HOLIDAY INN BOISE AIRPORT        BOISE                ID  83705  (208) 344-8365       
  30086   HAMPTON INN BOISE                BOISE                ID  83705  (208) 331-5600  9505 
  31029   FAIRFIELD INN BOISE              BOISE                ID  83705  (208) 331-5656  9504 
  21881   COMFORT INN AIRPORT/BOISE        BOISE                ID  83705  (208) 336-0077  8708 
   2354   BEST WESTERN VISTA INN           BOISE                ID  83705  (208) 336-8100  7500 
  17206   SLEEP INN BOISE                  BOISE                ID  83705  (208) 336-7377  9102 
   2352   BEST WESTERN AIRPORT MOTOR INN   BOISE                ID  83705  (208) 384-5000  8106 
  14884   SHILO INN BOISE AIRPORT          BOISE                ID  83705  (208) 343-7662  8806 
  18148   DOUBLETREE CLUB BOISE            BOISE                ID  83706  (208) 345-2002  8512 
   8110   RODEWAY INN BOISE                BOISE                ID  83706  (208) 376-2700       
  18151   ECONO LODGE BOISE                BOISE                ID  83706  (208) 344-4030       
  22545   RESIDENCE INN BOISE              BOISE                ID  83706  (208) 344-1200  8603 
  14890   BOISEAN                          BOISE                ID  83706  (208) 343-3645  4600 
  10282   RUSTON HOTEL                     BOISE                ID  83706  (208) 344-7971       
  16418   UNIVERSITY INN                   BOISE                ID  83706  (208) 345-7170       
  31557   BOISE RIVER INN                  BOISE                ID  83706  (208) 344-9988       
</TABLE>
<TABLE>
<CAPTION>
                                                  RESPONSE REPORT                Report #: Res-14      
                                                  -----1995------ ---------------1996----------------  
SIR CODE  Name of Establishment            ROOMS  SEP OCT NOV DEC JAN FEB MAR APR MAY JUN JUL AUG SEP  
- --------  ------------------------------   -----  --------------- -----------------------------------  
<S>       <C>                               <C>    <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> 
  27904   SLEEP INN MOUNTAIN HOME            60     X   X   X   X   X   X   X   X   X   X   X   X   X
  16444   THUNDERBIRD                        27
   2363   BEST WESTERN FOOTHILLS MOTOR I     76     X   X   X   X   X       X   X   X   X       X   X
  14845   FIVE CROWNS                        43 
   2364   DESERT INN MOTEL                   40 
  18152   PIONEER INN BOGUS BASIN            31
  11179   SHILO INN BOISE RIVERSIDE         112
   9635   RED LION BOISE DOWNTOWNER/HOTE    182     X   X   X   X   X   X   X   X   X   X   X   X   X
   8293   CABANA INN                         50 
  16417   OWYHEE PLAZA                      100
  14879   IDANHA HOTEL                       45 
  23904   NATIONAL 9 CAPRI INN               44
   7317   TRAVELODGE BOISE                   48     X   X   X   X   X   X   X   X   X   X   X   X   X
  18153   STATEHOUSE INN                     88  
   2353   BEST WESTERN SAFARI MOTOR INN     103     X   X       X   X   X       X   X   X   X   X   X   
  29416   AMERITEL INN                      130     X   X   X   X   X   X   X   X   X   X   X   X   X
   6398   MOTEL 6 BOISE AIRPORT              91     X   X   X   X   X   X   X   X   X   X   X   X   X
  30078   INN AMERICA                        73     X   X   X
  31731   COURTYARD BOISE AIRPORT           167 
   5828   HOLIDAY INN EXPRESS BOISE          63     X   X   X   X   X   X   X   X   X   X   X   X   X    
  27804   QUALITY AIRPORT/BOISE              79     X   X   X   X   X   X   X   X   X   X   X   X   X    
   8603   SUPER 8 BOISE                     110 
    820   HOLIDAY INN BOISE AIRPORT         266     X   X   X   X   X   X   X   X   X   X   X   X   X    
  30086   HAMPTON INN BOISE                  64     X   X   X   X   X   X   X   X   X   X   X   X   X    
  31029   FAIRFIELD INN BOISE                63     X   X   X   X   X   X   X   X   X   X   X   X   X    
  21881   COMFORT INN AIRPORT/BOISE          60     X   X   X   X       X   X   X   X       X   X   X    
   2354   BEST WESTERN VISTA INN             86     X   X   X   X   X   X   X   X   X   X   X   X   X    
  17206   SLEEP INN BOISE                    69                                     X   X   X   X   X    
   2352   BEST WESTERN AIRPORT MOTOR INN     50     X   X   X 
  14884   SHILO INN BOISE AIRPORT           126 
  18148   DOUBLETREE CLUB BOISE             158     X   X   X   X   X   X   X   X   X   X   X   X   X    
   8110   RODEWAY INN BOISE                  98     X   X   X   X   X   X   X   X   X   X   X   X   X    
  18151   ECONO LODGE BOISE                  52         X   X   X           X   X   X   X   X   X   X   
  22545   RESIDENCE INN BOISE               104     X   X   X   X   X   X   X   X   X   X   X   X   X    
  14890   BOISEAN                           152 
  10282   RUSTON HOTEL                      122     X   X   X   X  
  16418   UNIVERSITY INN                     80 
  31557   BOISE RIVER INN                    88
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN

                                 Idaho Southwest

                                                                11/07/96 Page: 3

<TABLE>
<CAPTION>
                                                                                                
                                                                    Zip                         
SIR CODE  Name of Establishment            City                 ST  Code   Telephone       YEAR 
- --------  ------------------------------   -------------------  --  -----  --------------  ---- 
<S>       <C>                              <C>                  <C> <C>    <C>             <C>  
  25428   PARK INN BOISE                   BOISE                ID  83706  (208) 342-1044  9202 
  30231   PLAZA SUITE HOTEL                BOISE                ID  83709  (208) 375-7666       
  18149   FLYING J TRAVEL PLAZA            BOISE                ID  83709  (208) 322-4404       
   9224   SUNLINER MOTEL                   GARDEN CITY          ID  83714  (208) 344-7647       
   9636   RED LION BOISE RIVERSIDE HOTEL   GARDEN CITY          ID  83714  (208) 343-1871  6906 

                                                                                                
</TABLE>
<TABLE>
<CAPTION>
                                                  RESPONSE REPORT                Report #: Res-14      
                                                  -----1995------ ---------------1996----------------  
SIR CODE  Name of Establishment            ROOMS  SEP OCT NOV DEC JAN FEB MAR APR MAY JUN JUL AUG SEP  
- --------  ------------------------------   -----  --------------- -----------------------------------  
<S>       <C>                               <C>    <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> 
  25428   PARK INN BOISE                    130     X   X   X   X   X   X   X   X   X   X   X   X   X
  30231   PLAZA SUITE HOTEL                  39
  18149   FLYING J TRAVEL PLAZA              87
   9224   SUNLINER MOTEL                     25
   9636   RED LION BOISE RIVERSIDE HOTEL    304     X   X   X   X   X   X   X   X   X   X   X   X   X
                                           ----
                                           7160     X - Denotes data received by Smith Travel Research.
</TABLE>


================================================================================

                                APPRAISAL REPORT
                                 SHILO INN HOTEL

                                   Located At
                                 739 LUKER LANE
                        CASPER/EVANSVILLE, WYOMING 82636

                                      As Of
                                DECEMBER 1, 1996

                                  Prepared for:
                                     KEYCORP
                           REAL ESTATE CAPITAL MARKETS
                          700 FIFTH AVENUE, 52nd FLOOR
                            SEATTLE, WASHINGTON 98104

                                  Prepared by:

                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106

================================================================================
<PAGE>

                LETTERHEAD OF JAMES RATKOVICH & ASSOCIATES, INC.

December 11, 1996

Mr. David Thatcher
Senior Vice President
KeyCorp
Real Estate Capital Markets
700 Fifth Avenue, 52nd Floor
Seattle, Washington 98104

Re: Appraisal Report of Shilo Inn
    739 Luker Lane
    Casper/Evansville, Wyoming 82636

Dear Mr. Thatcher:

In conjunction with the above captioned appraisal report ("Report"), we have
conducted the required investigation, gathered the necessary data, and made
certain analyses that were used in forming the opinion of the market value of
the above referenced Property.

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral to secure a proposed
loan. This Report is intended to comply with the requirements of the Uniform
Standards of Professional Appraisal Practice (USPAP), as promulgated by the
Appraisal Standards Board of the Appraisal Foundation.

The purpose of this Report is to express our opinion of the market value of the
Property subject to the definitions of value, the assumptions and limiting
conditions and the certification contained in the attached Report. The Report:

      o     May be relied upon by Merrill Lynch Mortgage Capital Inc. in
            determining whether to make a loan(s) evidenced by a note ("Property
            Note") secured by the Property;

      o     May be relied upon by any purchaser in determining whether to
            purchase the Property Notes for these transactions from Merrill
            Lynch Mortgage Capital Inc.;

      o     May be relied upon by any Rating Agency in rating securities issued
            by Merrill Lynch Mortgage Capital Inc. and representing an interest
            in the Property Notes;


                                                                          Page i
<PAGE>

Mr. David Thatcher
December 11, 1996
Page -2-

      o     May be included with and referred to in materials offering the
            Property Notes or an interest in the Property Notes for sale.

The subject property is a 101-unit limited service hotel property with an
attached restaurant, bar and lounge located in the Town of Evansville, near
Casper, Wyoming. It is situated adjacent to the northwest on-ramp to Interstate
Highway 25 in the northwest quadrant of the intersection of Interstate 25 and
Curtis Street/Wyoming Boulevard. The improvements are of wood frame construction
with wood shake roof cover and contains a total of 44,361 sq. ft. of floor area
including a restaurant, bar, and lounge, and an enclosed pool area with spa,
sauna, and steam room. The motel portion of the building is two-story in design
and contains 37,865 sq. ft. of floor area finished with 101 motel rooms, office,
reception area and other support rooms. The restaurant, bar, and lounge area is
one-story in design and contains 6,676 sq. ft. of floor area. Site improvements
include paved parking, landscaping, lighting, and signs. The property is owned
and operated by the Shilo Inn Hotel Group (Mark S. Hemstreet).

The subject property and comparables were last inspected on October 2, 1996 by
Mr. James E. Wren, Wyoming Certified General Appraiser No. 15. Mr. Hammad did
not inspect the property or the comparables. Based on the investigation and
analysis outlined in the report and subject to the assumptions and limiting
conditions as set forth within the context of this report, the estimated market
value of the Fee Simple Estate, as a going concern with existing furniture,
fixture and equipment, As Is, as of December 1, 1996 was:

                                   $3,500,000

                   THREE MILLION FIVE HUNDRED THOUSAND DOLLARS

The report that follows sets forth the identification of the property, the
assumptions and limiting conditions, pertinent facts regarding the area and the
subject property, comparable data and the reasoning leading to the conclusions
set forth.

Sincerely,


/s/ M. Hammad
M. Hammad, MAI
Certified General Appraiser
CA No. AG002849


                                                                         Page ii
<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

                                TABLE OF CONTENTS

ASSUMPTIONS AND LIMITING CONDITIONS                                            V
                                                                                
SALIENT FACTS AND CONCLUSIONS                                                VII
                                                                                
SUBJECT PHOTOGRAPHS                                                            8
                                                                                
IDENTIFICATION OF THE PROPERTY                                                14
                                                                                
PURPOSE OF THE APPRAISAL                                                      14
                                                                                
FUNCTION OF THE APPRAISAL                                                     14
                                                                                
DATE OF VALUATION                                                             15
                                                                                
HISTORY AND OWNERSHIP                                                         15
                                                                                
SCOPE OF THE ASSIGNMENT                                                       15
                                                                                
MARKETING AND EXPOSURE PERIODS                                                15
                                                                                
AMERICAN DISABILITIES ACT COMPLIANCE                                          16
                                                                                
PROPERTY RIGHTS APPRAISED                                                     16
                                                                                
HAZARDOUS MATERIAL STATEMENT                                                  16
                                                                                
COMPETENCY PROVISION                                                          16
                                                                                
DEFINITIONS                                                                   17
                                                                                
REGIONAL OVERVIEW                                                             19
                                                                                
HOTEL INDUSTRY OVERVIEW                                                       25
                                                                                
SITE DESCRIPTION                                                              32
                                                                                
PLAT MAP                                                                      37
                                                                             

- ----------------------------------
James Ratkovich & Associates, Inc.
                                                                             iii
<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

TABLE OF CONTENTS (CONTINUED)

IMPROVEMENT DESCRIPTION                                                       38
                                                                                
HIGHEST AND BEST USE ANALYSIS                                                 47
                                                                                
VALUATION                                                                     51
                                                                                
COST APPROACH                                                                 54
                                                                                
DIRECT COMPARISON APPROACH                                                    66
                                                                                
INCOME APPROACH                                                               80
                                                                                
RECONCILIATION AND FINAL VALUE CONCLUSIONS                                   104
                                                                                
CERTIFICATIONS                                                               106

APPRAISER'S QUALIFICATIONS

ADDENDA

Legal Description
Restaurant Lease
Historical Operating Data
Smith Travel Research Hotel Operating Statistics
PKF Industry Standards
Smith Travel Research Report


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739 Luker Lane, Casper, WY
- --------------------------

                        Assumptions & Limiting Conditions

The analysis of the property is predicated upon the following assumptions and
conditions:

The date of value to which the opinions expressed in this report apply is set
forth in the letter of transmittal. The Appraiser assumes no responsibility for
economic or physical factors occurring at some later date which may affect the
opinions herein stated.

No opinion is intended to be expressed for legal matters or that would require
specialized investigation or knowledge beyond that ordinarily employed by real
estate appraisers, although such matters may be discussed in the report.

No opinion as to title is rendered. Data on ownership and the legal description
were obtained from sources generally considered reliable. Title is assumed to be
marketable and free and clear of all liens and encumbrances, easements, and
restrictions except those specifically discussed in the report.

The property is appraised assuming it to be under responsible ownership and
competent management and available for its highest and best use.

No engineering survey has been made by the Appraiser. Except as specifically
stated, data relative to size and area were taken from sources considered
reliable, and no encroachment of real property improvements is assumed to exist.

Maps, plats, and exhibits included herein are for illustration only. as an aid
in visualizing matters discussed within the report. They should not be
considered as surveys or relied upon for any other purpose.

No opinion is expressed as to the value of subsurface oil, gas, or mineral
rights and the property is not subject to surface entry for the exploration or
removal of such material except as expressly stated.

Testimony or attendance in court or at any other hearing is not required by
reason of rendering this appraisal unless such arrangements are made and
compensation is agreed in advance.

No soil studies covering the subject property were available to the Appraiser,
therefore, assumptions as to soil qualities employed in this report are not
conclusive but have been considered consistent with information available to the
Appraiser.

Earthquakes are not common in the area. No responsibility is assumed due to
their possible effects on individual properties unless detailed geological
reports are made available.

The property has been personally inspected by the appraisers so designated in
the Certification and have found no obvious evidence of structural deficiencies
except as stated in the report; however, no responsibility for hidden defects or
conformity to specific governmental requirements such as fire, building and
safety. earthquake, or occupancy codes can be assumed without provision of
specific professional or governmental inspections.


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739 Luker Lane, Casper, WY
- --------------------------

Assumptions & Limiting Conditions (continued)

No consideration has been given in this appraisal to personal property located
on the premises unless specifically addressed within this report. Only real
property items have been considered unless specifically mentioned.

The rental areas herein discussed have been calculated in accord with standards
developed by the American Standards Association as included in Real Estate
Terminology.

This report is based, in part, upon information assembled from a wide range of
sources. An impractical and uneconomic expenditure of time would be required in
attempting to furnish unimpeachable verification in all instances, particularly
as to market related information, therefore, the incorporated data cannot be
guaranteed.

The dollar amount of any value opinion herein rendered is based upon the
purchasing power of the United States dollar existing at the date of value.

The Appraiser reserves the right to make such adjustments to the valuation
herein reported as may be required by consideration of additional or more
reliable data that may become available.

In the event this report is placed in the hands of a third party, such party
must be made cognizant of any and all limiting conditions resulting from the
basis of our employment and discussions related thereto as well as those set
forth herein.

When improvements are labeled proposed or when development type properties are
concerned, the property has been appraised subject to certain assumptions as to
the quality and nature of the completed buildings, tenant improvements, land
improvements or infrastructure. The basis for these assumptions were provided by
the client, his representative, or government officials. Any deviation from
these specifications will render the conclusions, which are based on those
assumptions, useless and void.

Hazardous substances, if present within a facility, can introduce an actual or
potential liability that will adversely affect the marketability and value of
the facility. Such liability may be in the form of immediate recognition of
existing hazardous conditions requiring correction and the future obligation
that can stem from the release of currently non-hazardous contaminants, such as
asbestos fibers or toxic vapors from urea formaldehyde foam insulation, through
aging or building renovations. In the development of our opinion of value, no
consideration has been given to such liability or its impact on value. The
Appraiser is not qualified to make an investigation to determine the possible
presence of toxic materials requiring either immediate or future correction.
There are experts in this special field who can conduct such investigations and
provide guidance regarding the impact of toxic materials that may be present in
the subject property.

Disclosure of the contents of this appraisal report is governed by the bylaws
and regulations of the Appraisal Institute. Neither all nor any part of the
contents of this report (especially any conclusions as to value, the identity of
the appraisers or the firm with which they are connected, or any reference to
the Appraisal Institute or the MAI, SRPA, RM, SRA, or SREA designations) shall
be disseminated to the public through advertising media, public relations media,
news media, sales media, or any other public means of communication without the
prior written consent and approval of the undersigned.


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739 Luker Lane, Casper, WY
- --------------------------

                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS

LOCATION:                      Shilo Inn
                               739 Luker Lane
                               Casper/Evansville, Wyoming 82636

ASSESSOR'S PARCEL NO.:         0574300000120

PROPERTY RIGHTS APPRAISED:     Fee Simple Estate

OWNER OF RECORD:               Mark S. Hemstreet

PROPERTY TYPE:                 101 Unit Hotel

ZONING:                        No formal zoning in Evansville

SITE AREA:                     2.01 acres; 87,500 square feet

IMPROVEMENTS:                  The subject improvements consists of one,
                               two-story, good quality, Class D, double wall
                               constructed hotel building with 101 rooms
                               encompassing 37,865 square feet gross; and a
                               one-story attached restaurant building with 6,676
                               square feet, for a total of 44,361 square feet,
                               built in 1979/85.

HIGHEST AND BEST USE:          As Vacant: Commercial development
                               As Improved: Existing Hotel Use

VALUE CONCLUSIONS:

 Land Value:                   $240,000
 F F & E:                      $252,500 ($2,500/room)
 Cost Approach:                $4,000,000
 Direct Sales Comparison:      $3,500,000
 Income Capitalization
  Approach:                    $3,500,000

 Final Value Estimate          $3,500,000

ESTIMATED MARKETING TIME:      Twelve Months

LAST DATE OF INSPECTION:       October 2, 1996

DATE OF VALUE:                 December 1, 1996


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                                [GRAPHIC OMITTED]

               View of the front of subject motel from parking lot

                                [GRAPHIC OMITTED]

                  View of approach to the subject on Luker Lane


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                                [GRAPHIC OMITTED]

                View of the entrance and front of the restaurant

                                [GRAPHIC OMITTED]

                            Front view of the subject


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                                [GRAPHIC OMITTED]

       Street view looking south along Curtis Street towards Interstate 25

                                [GRAPHIC OMITTED]

                   Street view looking north on Curtis Street


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739 Luker Lane, Casper, WY
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                                [GRAPHIC OMITTED]

                              Rear view of subject

                                [GRAPHIC OMITTED]

                       Interior view of registration desk


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739 Luker Lane, Casper, WY
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                                [GRAPHIC OMITTED]

                 Representative view of interior of typical room

                                [GRAPHIC OMITTED]

                      Interior view of lounge seating area


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                                [GRAPHIC OMITTED]

                           Interior view of restaurant

                                [GRAPHIC OMITTED]

                              Interior view of pool


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739 Luker Lane, Casper, WY
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                         IDENTIFICATION OF THE PROPERTY

The subject of this appraisal report is a Shilo Inn located on a 2.01 acre
parcel and improved with a Class "D" frame motel building that is two-stories,
good quality, Class D, double wall constructed hotel building with 101 rooms
encompassing 37,865 square feet gross; and a one-story attached restaurant
building with 6,676 square feet, for a total of 44,361 square feet, built in
1979/85. The street address of the subject is 739 Luker Lane, Evansville,
Wyoming.

Legal Description

According to the Deed Records of Natrona County, the subject property is legally
described as follows: A parcel located in and being a portion of L & L Addition
No. 2 to the Town of Evansville, Wyoming and a subdivision of a part of the
N/2SW/4, Section 1, Township 33 North, Range 79 West of the Sixth Principal
Meridian, Natrona County. Wyoming, said parcel being more particularly described
by metes and bounds in the addenda.

                            PURPOSE OF THE APPRAISAL

The purpose of the appraisal is to express our opinion of the market value,
"As-is" of the Fee Simple Estate, of the going concern, in the subject property,
as of the stated appraisal date.

                            FUNCTION OF THE APPRAISAL

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral for a proposed loan for
its underwriting purposes. This appraisal is intended to comply with the
requirements of the Uniform Standards of Professional Appraisal Practice
(USPAP), as promulgated by the Appraisal Standards Board of the Appraisal.

      o     May be relied upon by KeyCorp and Merrill Lynch Mortgage Capital
            Inc. in determining whether to make a loan(s) evidenced by a note
            ("Property Note") secured by the Property;

      o     May be relied upon by any purchaser in determining whether to
            purchase the Property Notes for these transactions from Merrill
            Lynch Mortgage Capital Inc.;

      o     May be relied upon by any Rating Agency in rating securities issued
            by Merrill Lynch Mortgage Capital Inc. and representing an interest
            in the Property Notes;

      o     May be included with and referred to in materials offering the
            Property Notes or an interest in the Property Notes for sale.


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739 Luker Lane, Casper, WY
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                                DATE OF VALUATION

The date of valuation is December 1, 1996. The subject and the comparables were
last inspected on October 2, 1996.

                              HISTORY AND OWNERSHIP

The apparent owner of the subject property is Mark Hemstreet who acquired and
developed the property in 1979. Based on our investigations of the public
records, no transfers of the subject has occurred within the past three years.

                             SCOPE OF THE ASSIGNMENT

This appraisal has been made in accordance with the accepted techniques,
standards, methods and procedures as stated in the Uniform Standards of
Professional Appraisal Practice of the Appraisal Institute. The value set forth
herein was estimated after application and analysis by the Direct Sales
Comparison Approach to value and an Income Approach analysis using
capitalization and discounting methods.

The appraiser researched the market for sales of vacant land similar to the
subject's land. This was added to the estimated depreciated cost to build the
improvements to arrive at a reasonable Cost Approach to value. The subject
market area was surveyed to obtain an indication of overall market rents,
typical expenses and occupancy levels, in order to analyze the subject income
stream for the Income Approach to value. Additionally, sales of improved
properties similar to the subject property were analyzed to determine both the
demand for and to estimate market value of the subject property. The three
approaches were correlated to arrive at a final value. This is a complete
appraisal/self contained report. All the data gathered was verified and adjusted
according to superiority or inferiority relative to the subject property in
order to obtain a value indication for the subject property.

                         MARKETING AND EXPOSURE PERIODS

According to Korpacz Real Estate Investor Survey, Second Quarter 1996, the
average marketing time for national investment property is 9.89 months as
compared to 11.01 months a year prior. According to CB Commercial Investor
Survey, First Quarter 1996, the marketing time for hotels ranges between 6-18
months and averages 8.4 months. Sales used in our market approach analysis
indicate a range between 1 and 12 months marketing time. Hotel and motel brokers
indicate that properties similar to the subject are expected to have marketing
periods of approximately 9 to 12 months. This appraisal is based on a 12 month
marketing period. Exposure period is a retrospective indication of market time
and for the subject property is estimated to be the same as the marketing
period.


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739 Luker Lane, Casper, WY
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                      AMERICAN DISABILITIES ACT COMPLIANCE

The subject property is appraised without a specific compliance survey having
been constructed to determine if the property is or is not in conformance with
the requirements of the Americans with Disabilities Act (ADA). The presence of
architectural and communications barriers that are structural in nature that
would restrict access by disabled individuals may adversely affect the
property's value, marketability or utility.

                            PROPERTY RIGHTS APPRAISED

The rights in realty are typically identified with respect to properties such as
the subject are the Fee Simple, Leased Fee, and Leasehold Estate. These are
defined as follows:(1)

Fee Simple Estate: An absolute fee; a fee without limitations to any particular
class of heirs or restrictions, but subject to the limitations of eminent
domain, escheat. police power and taxation. An inheritable estate.

Leased Fee Estate: A property held in fee with the right of use and occupancy
conveyed by lease to others. A property consisting of the right to receive
rentals over a period of time, plus the right of ultimate repossession at the
termination of the lease.

Leasehold Estate: A property held under tenure of lease. The right of use and
occupancy of real property by virtue of a lease agreement. The right of a lessee
to use and enjoy real estate for a stated term and upon certain conditions, such
as the payment of rent.

The property rights appraised within the context of this report are described as
the Fee Simple Estate.

                          HAZARDOUS MATERIAL STATEMENT

In this appraisal assignment, unless otherwise stated, the existence of
potentially hazardous material used in the construction or maintenance of the
building, such as the presence of toxic waste, which may or may not be present
on the property, was not observed by the appraiser; nor do we have any knowledge
of the existence of such materials on or in the property. The appraiser is not
qualified to detect such substances. The presence of potentially hazardous
insulation may have an effect on the value of the property. The value estimate
is predicated on the assumption that there is no such material on or in the
property that would cause a loss in value. No responsibility is assumed for any
such conditions, or for engineering or scientific knowledge required to discover
such materials. The client is urged to retain an expert in this field, if so
desired.

- ------------------------------
(1)   Real Estate Terminology; American Institute of Real Estate Appraisers;
      Burl N. Boyce, Ph.D.; Ballinger Company; 1975.
- ------------------------------


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739 Luker Lane, Casper, WY
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                              COMPETENCY PROVISION

We attest that the writer of this report has attained a level of competency
necessary to complete the assignment in a diligent manner, utilizing all the
commonly recognized analysis techniques considered normal for a prudent
evaluation effort. The reader is referred to the appraisers' qualifications in
the addenda for further confirmation of the appraisers' training and background.

Definitions

"(2) 'Market value'(2) means:

      (i) The most probable price which a property should bring in a competitive
      and open market under all conditions requisite to a fair sale, the buyer
      and seller, each acting prudently, knowledgeably and assuming the price is
      not affected by undue stimulus. Implicit in this definition is the
      consummation of a sale as of a specified date and the passing of title
      from seller to buyer under conditions whereby:

            A.    buyer and seller are typically motivated;

            B.    both parties are well informed or well advised, and each
                  acting in what he considers his own best interest;

            C.    a reasonable time is allowed for exposure in the open market;

            D.    payment is made in terms of cash in US dollars or in terms of
                  financial arrangements comparable thereto; and

            E.    the price represents a normal consideration for the property
                  sold unaffected by special or creative financing or sales
                  concessions granted by anyone associated with the sale.

(ii) Adjustments to the comparables must be made for special or creative
financing or sales concessions. No adjustments are necessary for those costs
that are normally paid by sellers as a result of tradition or law in a market
area; these cost are readily identifiable since the seller pays these costs in
virtually all sales transactions. Special or creative financing adjustments can
be made to the comparable property by comparisons to financing terms offered by
a third party institution lender that is not already involved in the property or
transaction. Any adjustment should not be calculated on a mechanical dollar for
dollar cost of the financing or concession, but the dollar amount of any
adjustment should approximate the market's reaction to the financing or
concessions based on the appraiser's judgment."

Going Concern Value

According to the Dictionary of Real Estate Appraisal, Third Edition, going
concern value is defined as: the value created by a proven operation; considered
as a separate entity to be valued with a specific business establishment.

- ------------------------------
(2)   This definition of market value is predicated on the Uniform Standards of
      Professional Appraisal Practice (USPAP) and fully complies with those
      requirements mandated by the Office of Thrift Supervision (OTS), Office of
      the Comptroller of Currency (OCC), Federal Deposit Insurance Corporation
      (FDIC), National Credit Union Administration (NCUA). Federal Home Loan
      Bank Board (FHLBB), and the Resolution Trust Corporation (RTC).
- ------------------------------


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                                [GRAPHIC OMITTED]

                               [AREA MAP OMITTED]


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739 Luker Lane, Casper, WY
- --------------------------

                                REGIONAL OVERVIEW

Location

Evansville is a suburb of the City of Casper and is located adjacent to the
easterly City Limits of Casper and is considered to be a bedroom community to
the City of Casper. It is incorporated and has a mayor/council form of
government. It has its own post office, elementary school, fire department,
police department, and water system. Evansville's population of 1,481 is
dependent on Casper, which is the Natrona County Seat, for all of its remaining
services and schools.

Casper is located near the center of the State of Wyoming and is the Natrona
County seat. Casper and its suburbs, some of which are incorporated and others
which are not, make up nearly 70% to 75% of the 1990 census population of 61,226
for Natrona County. The City of Casper, which totaled 46,742 in the 1990 census,
showed a 9% population loss during the preceding decade with Natrona County
having a 15% loss. The 1996 population estimate for Casper and Natrona County.
published by the Casper Area Economic Development Alliance shows Casper's 1996
population to be 50,308 which is a 7.6% increase and Natrona County's 1996
population estimate to be 65,154 which is a 6.4% increase.

Casper is located on the North Platte River at the crossing of the Oregon,
Mormon, and California Trails. Originally known as Mormon's Ferry, the name was
later changed to honor Lt. Casper Collins who was killed defending the fort from
Indians in 1865.

Located at an elevation of 5,338 feet above sea level, the mean monthly
temperature in January is 21.3(degrees)F. and in July is 71.50(degrees)F., the
yearly average temperature is 46.6(degrees)F. The growing season lasts about
90-100 days and the average annual precipitation is 12.55 inches with a part of
that attributable to the 66.6 inches of annual snowfall. The wind velocity
averages 13.1 mph and the humidity is about 56.25%.

Being situated adjacent to either side of the North Platte River and at the foot
of Casper Mountain, the topography of the area ranges from near level in the
areas near the river to rolling to steep hills in the areas near the mountain.
Soils range from a sandy loam in the areas near the river to a clay-loam or
shale in the hillside areas. Several hillside areas in the city have deposits of
bentonite and, due to the underlying shale formations that feed down from Casper
Mountain, improvements in certain areas have experienced structural problems due
to underground water problems and expansive soils.


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739 Luker Lane, Casper, WY
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REGIONAL OVERVIEW (continued)

The city operates under a city-manager form of government and has a police force
of 80, a sheriff's office of 70, and a fire department of 79, and the City of
Casper has an insurance rating of 3. Zoning ordinances are in effect and less
than 1% of the streets are unpaved. The sales tax rate is 5% of which 1% is a
county sales tax. There is no state income tax in Wyoming. The low property tax
is based on an assessed value of 9.5% of market value for commercial and
residential properties and 11.5% of market value for industrial properties.

Utilities for the city include a municipal water system with a 40 million gallon
per day capacity treated with chlorination, a sewage system with primary,
secondary, and chlorination treatment and a capacity of 14.4 million gallons per
day, and a sanitary landfill for refuse disposal. Natural gas is supplied by
Northern Gas of Wyoming, electricity by Pacific Power and Light Company, and
telephone by U. S. West Communications.

Access to the Casper area is provided by Interstate Highway 25, U.S. Highways
20, 26, and 87, and State Highway 220. Commercial transportation includes the
Burlington-Northern and Chicago Northwestern Railroads and forty-eight motor
freight carriers. The remodeled Natrona County International Airport has four
asphalt-surfaced runways with lengths up to 10,600 feet and is served by Delta,
United Express, and Continental Express.

Although Natrona County does have an abundance of range land for beef and sheep,
agriculture claims only 1% of the labor force. Historically, Casper has acted
primarily as a service center for the mineral industry (oil, coal, uranium,
natural gas, and bentonite).

The economic strength of the area has historically been its mineral production;
however, due to a sharp decline in the exploration and production of oil and gas
in the immediate area, and the near complete loss of Wyoming's uranium mining
industry, nearly all of the major oil companies that headquartered in Casper
have moved their offices elsewhere. This has adversely affected the labor market
in the community and statewide. Although the community lost population over the
past ten years, population has been increasing during the past six years and the
job market appears to be stable to increasing at the present time.


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REGIONAL OVERVIEW (continued)

Casper is located near the geometric center of the State of Wyoming and Casper
has recently diversified with several small manufacturing companies locating in
Casper. The area has good access to the state and Colorado. The city is served
by Interstate Highway 25 with good access to all areas of the State. Several
large retail outlets have located in Casper and the City is now the regional
retail center of the area as well as the regional medical center. The City has
historically been the major conventional center for the area and remains the
State's convention center. Following is the most recent Casper Area Economic
Indicators, published by the Wyoming Division of Economic and Community
Development:

                        EMPLOYMENT AND UNEMPLOYMENT RATES

                                 NATRONA COUNTY
                                   1984 - 1995

UNEMPLOYMENT RATE
- --------------------------------------------------------------------------------
YEAR            EMPLOYMENT           NATRONA COUNTY            WYOMING

1984             35,721                   6.5%                   6.3% 
1985             32,869                   7.8%                   7.1% 
1986             30,132                  11.3%                   9.0% 
1987             28,675                  10.3%                   8.6% 
1988             28,374                   6.7%                   6.3% 
1989             28,772                   6.9%                   6.3% 
1990             30,383                   5.8%                   5.4% 
1991             29,435                   5.7%                   5.1% 
1992             28,684                   6.7%                   5.6% 
1993             28,719                   6.8%                   5.4% 
1994             29,630                   6.1%                   5.3% 
1995             32.169                   4.2%                   4.1% 

*As of June 1995
Source: Wyoming Employment Security Commission


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REGIONAL OVERVIEW (continued)

LABOR AND EMPLOYMENT ANALYSIS
- -----------------------------
Radius of Labor Drawing Area:       Natrona County
Total Work Force:                   32,169
Average Unemployment Rate:          4.2%

No. Employees
- -------------
Mining                              2,500
Construction                        2,300
Manufacturing                       1,700
Transportation, Communication,      
 and Utilities                      1,700
Wholesale Trade                     2,000
Retail Trade                        5,900
Finance, Insurance, Real Estate     1,200
Services                            6,900
Public Administration               4,800

Major Employers
- ---------------

Name of Firm                        Product                     No. Employees
- --------------------------------------------------------------------------------
Wyoming Medical Center              Hospital                         1,148
Casper College                      School                            380 
Shepherd of the Valley              Nursing Home                      290 
Wal-Mart                            Retail                            224 
WOTCO, Inc.                         Manufacturing                     200 
Casper Star Tribune                 Newspaper                         150 
Wyoming Machinery Company           Heavy Equipment Sales             145 
Mini-Mart                           Retail                            144 
U.S. Postal Service                 U.S. Mail                         136 
Parkway Plaza Hotel &                                                     
 Convention Ctr.                    Motel                             136 
Buttrey's                           Grocery Store                     132 
Rissler and McMurry                 Construction                      131 
Pacific Power and Light                                                   
 Company                            Electrical Power                  124 
Poplar Living Center                Nursing Home                      121 
Safeway Stores                      Grocery Store                     120 
Hilltop National Bank               Bank                              116 
Hilton Inn                          Motel                             113 
Albertson's                         Grocery Store                     110 
Teton Homes                         Recreational Vehicles             110 


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739 Luker Lane, Casper, WY
- --------------------------

REGIONAL OVERVIEW (continued)

Major growth for the community has previously been largely dependent on the
activity of the energy industry; however, Casper is the service center for
Wyoming and the retail and financial center for a large area of Wyoming and the
economic base of the community is diversifying. This diversity is largely due to
the aggressive efforts and incentives being offered to attract new businesses to
the Casper area.

The climate and topography of the area are comparable to the surrounding areas.
Residents are not subject to a state income tax and property taxes are below
regional averages. The city provides adequate services for its residents. Based
on all factors previously outlined, Casper, Wyoming is considered a desirable
place in which to live and should continue to attract businesses to relocated to
the area.

Being a service center for the state should strengthen Casper's future outlook.
Casper's location is good for several reasons. It is one of the two largest
cities in the state and sits at the bottom of the Powder River Basin where major
coal mining is taking place. It is within fifty miles of the Gas Hills, Shirley
Basin, and Highland Mines. These are all uranium areas and Casper played a major
past role for this industry and Casper would again serve the role if this
industry were to come back to life. The oil and gas industry has historically
depended on Casper for services - when world demand for oil increases with a
corresponding increase in the price of oil occurs, Casper will most likely
regain some favor as a location for district and division headquarters for the
oil and gas industry.

Overall, the economic conditions of Casper are improving with the addition of a
number of smaller companies that have moved to Casper and city officials
indicate that several other firms have indicated plans to move to Casper. Sales
of residential properties have increased sharply over the past two years and the
area is now experiencing a shortage of residential properties for sale and
prices are increasing. An oversupply of commercial and industrial properties
continues to exist; however, a number of sales of these properties have also
occurred over the past year.

Casper has historically been the primary convention center of the State of
Wyoming. Its location near the geometric center of the state adjacent to
Interstate Highway 25 with excellent access to nearby recreational, historical,
and service areas and the fact that Casper is on a primary route to Yellowstone
National Park provide excellent incentives for tourism. Considering Casper's
advantages as a convention center as well as being the retail and medical center
for the region as well as its attractiveness to tourists should maintain a
healthy growth for the hotel/motel industry.


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                                [GRAPHIC OMITTED]

                           [NEIGHBORHOOD MAP OMITTED]

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                             Hotel Industry Overview

Shilo Inns Company is in the competitive limited-service hotel market. According
to Trends in the Hotel Industry, 1996, this segment of the lodging industry saw
a proliferation of new properties in the mid-1980s. It was seen as a favorable
segment with guest rooms that are frequently superior to full-service hotel
rooms at one-half to two-thirds the rate. For hotel managers the properties are
simple to operate and for ownership and lenders, they provide higher profit
margins and lower risk. The limited service hotel segment appears to have
matured and is lagging the industry as a whole but have still achieved in 1995
an aggregate occupancy of 70 percent and average room rates increased 5.9
percent and 41.8 percent average operating profit. Its market demand is reported
at 51.4 percent tourist and 45.8 percent business with the balance allocated to
conventions and conferences.

Shilo Inns typically provides an example of a good limited service hotel
property. Their hotels typically have clean and modern properties with good
access, exposure and on-site parking. The interiors typically contain a
comfortable lobby with check-in counter, one or more meeting rooms, fitness
center, swimming pool, spa, as well as satellite TV, airport shuttle service and
free daily newspapers. Major competitors to the Shilo Inn chain in its market
place include Holiday Inn Express, Comfort Suites, Phoenix Inns, Radisson,
Ramada and some Best Western franchises. The Residence Inns and Marriott
Courtyards cater to a higher priced market sector and are above the subject
segment.

The national limited-service hotel market is experiencing steady growth after
several years of sluggish economic conditions. Overall, market conditions are
continuing to improve, occupancies are higher, concessions are decreasing, and
revenues are beginning to rise. Gross Domestic Product, often an indicator of
travel patterns, is projected to grow at 2.5 percent to 3.0 percent in 1996.
Hotel occupancy for the nation is expected to rise to 71.2 percent, while the
average daily rate is anticipated to grow to $88.10. In general, modest but
stable growth and little inflation are likely to characterize the regional
economy in 1996 and 1997. The following table shows a summary of the US Lodging
Industry's 1995 Regional Performance:

- --------------------------------------------------------------------------------
                           Occupancy               Average Daily Rate
- --------------------------------------------------------------------------------
                    1995    1994   Variance    1995     1994   Variance
                    ----    ----   --------    ----     ----   --------
New England        74.3%t  72.0%     3.2%    $131.90  $125.23    5.3%  
Mid Atlantic                                                           
North Central      69.6%   68.6%t    1.3%      82.59    79.41    4.0%  
South Atlantic     70.1%   68.2%t    2.8%      80.51    77.88    3.4%  
South Central      68.7%   67.7%t    1.5%      68.39    65.61    4.2%  
Mountain/ Pacific  71.4%   70.1%     1.7%      87.69    83.70    4.8%  
Nationwide         70.6%   69.2%     2.0%    $ 85.92  $ 82.21    4.5%  
- --------------------------------------------------------------------------------
Note: Average property size = 210 rooms                   Source: PKF Consulting


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Hotel Industry Overview (continued)

Investors are seeking limited-service hotels with upside potential in many
regions of the country, including the Mountain and Pacific Regions, which
encompasses the states west of the Continental Divide. 1996 and 1997 are
forecast to have an annual average demand growth rate of 3.6 percent to 3.8
percent and RevPAR (room revenue per available room) growth of 5.2 percent to
7.3 percent according to the April 1995 issue of Coopers & Lybrand's Hospitality
Directions. Further, this region outstripped the rest of the country in Rooms
Demand with a 3.7 percent average percent change and a modest supply increase of
only 1.6 percent as shown in the table below.

- --------------------------------------------------------------------------------
                                    Rooms Demand      Rooms Supply 
                                   Average percent  Average percent
                                       Change           Change     
- --------------------------------------------------------------------------------
           New England                  2.5              1.2%      
           South/Middle Atlantic        3.1%             1.4%      
           East South/North Central     3.4%             1.6%      
           WestSouth/North Central      3.2%             1.3%      
           Mountain                     3.7%             1.6%      
           Pacific                      2.8%             2.8%      
- --------------------------------------------------------------------------------

Investors cite improving operating results, a limited new full-service supply,
and the relative scarcity of new development financing as influencing factors
underlying the strong interest in this segment. In fact, many investors have
stated that full-service hotels are considered the best hotel investment
opportunity for 1996. In late 1995, investors were purchasing limited-service
hotels at 70 percent of replacement cost; however, the inventory of quality
full-service hotels is dwindling and competition is increasing. One of the more
desirable acquisition targets is reflagging a property in a major hotel chain
that commands immediate brand name recognition and offers strong reservation and
marketing systems.

New construction activity is expected to surge as investors target secondary and
tertiary locations where an aging room supply exists and many operators are
unwilling or unable to invest in room modernization. New construction between
1995 and 1997 is expected to be 40 percent higher than 1990 to 1993. Supply
growth will edge up approximately 1.5 percent in 1996 and 1997, but is still
below the 2.4 percent average growth rate that prevailed in the 1970s.

Renovation costs are a significant consideration in hotel investors'
determination of price/value and return requirements. The majority of market
participants anticipate that soft goods refurbishment be completed every five to
seven years and a total refurbishment be completed every 10 years. In factoring
these costs into price/value, investors typically attempt to discount them from
the price/value; however, they are not always successful. An investor who
intends to purchase a property, upgrade and reposition it will forecast higher
renovation and property improvement costs than one who is not seeking to
"reflag" the property. Thus, the first investor of an older property has less
room for negotiation.


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739 Luker Lane, Casper, WY
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Hotel Industry Overview (continued)

Investors continue to base pricing on historical 12-months cash flow and are
less willing to pay for any upside potential. Nearly 58 percent of participants
in a recent Coopers & Lybrand's poll reported that they capitalize their prior
12 months income.

Investors also prefer fee simple purchases to ground leases; however, in high
density locations such as the central business district or airport areas, ground
leases are generally in-place. Almost all investors look at the potential of
buying out the lease or renegotiating the terms. Leases tend to be calculated on
either a fixed payment or a percentage of revenue basis, with investors shying
away from percentage payments.

The following table shows a summary of major hotel transactions. The survey was
conducted by Hospitality Associates and covers the years 1991 to 1995. There is
a clear trend showing both increased activity and prices paid since 1992 when,
many believe, the market bottomed out for hotel sales.

- --------------------------------------------------------------------------------
                     Number of   Number of
        Year       Transactions   Rooms     Average Price Per Room
- --------------------------------------------------------------------------------
        1995           107        38,135           $83,000
        1994            83        30,452            76,000
        1993            40        15,825            74,000
         992            41        17,219            63,000
         991            52        15,806            87,000
- --------------------------------------------------------------------------------

While financing has been constrained in past years, debt financing sources have
begun to ease credit terms and Wall Street firms and institutional money sources
are targeting hotel investments. Lenders who are active in hotel debt financing
include insurance companies, banking institutions, and finance/credit companies
such as Finova Capital Corporation, Heller Financial, and GE Capital
Corporation. Publicly traded companies such as Host Marriott, Prime Motor Inns,
and Felcor Suite Hotels are aggressively pursuing acquisitions. Many lenders are
offering secondary financing above 80 percent loan to value ratios. REITs are
becoming aggressive in purchasing hotels. This is especially true of Patriot
American Hospitality, Inc., the largest REIT, which filed an initial public
offering (IPO) with the SEC in late September 1995 and raised more than $350
million.

As a result of increased financing availability, investors have benefited by
more favorable long-term financing. For instance, the first quarter 1995,
American Council of Life Insurance Companies' (ACLI) average interest rate was
9.41 percent. Typically loans are indexed to the prime rate, treasury rate or
LIBOR. The range of loan amortization is from 15 to 25 years with 20 years being
average. A typical loan-to-value ratio is 50 percent to 75 percent with the
average reported at 63 percent. Debt-coverage-ratios have ranged between 1.25
percent to 1.50 percent with 1.40 percent being average.


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Hotel Industry Overview (continued)

Full-service hotels are considered most vulnerable to new competition,
particularly from newly built, limited-service chain hotels. In addition, they
suffer from operating deficiencies, including high property operation and
maintenance costs, utility expenses, and upgrading, which erode profitability.
Because it is likely that new construction funds will increase the competitive
supply of both limited and full service hotel rooms by late 1996 and 1997,
owners of older properties are advised to reinvest in the physical plant to
cement guest loyalty. Owners are now beginning to realize that historical
reserve funding levels, typically between 3 percent to 4 percent of total
revenues, are insufficient to fund necessary capital improvements over the life
of a property. Actual capital expenditures for well-maintained properties often
exceed 7 percent of total revenue.

Job growth, the most important indicator of sustained demand for real estate,
continues to substantially trail general economic growth. In fact, many are
calling our current economy a "jobless recovery." No immediate acceleration is
anticipated, due to factors such as improved productivity in many industries and
overall caution on the part of employers.

As stated, it is likely that additional sources of capital will provide
opportunities. Further, many market participants believe that rising inflation
with have a positive net effect on earnings as room revenue is expected to
out-strip increases in operating costs. Trade agreements such as GATT should
have a positive effect on the hotel industry, and the advent of low-cost
airlines will promote more travel and higher occupancies.

New ideas, especially new ideas in technology, continue to be one of the
industries in which the US is remaining competitive in global markets. As the US
achieves a higher level of technology, the hospitality industry has the
opportunity to implement this technology in areas where guests need it most:
checking into the hotel, and communications. Adopting new technology is an
opportunity for hotels to remain competitive and maintain and expand their
customer base. For instance, AT&T's telecommunication package, "Guest Works,"
improves call-processing, accounting and provides specialized voice messaging
through a server.

Selling expenses typically range from 2.5 percent to 5.0 percent of the total
purchase price. According to a national hotel/motel brokerage firm located in
Southern California, the marketing period for limited-service hotels ranges from
3.0 to 12.0 months with an average of 9.0 months. An average 90-day closing
period is typical (from the time a hotel is put under contract to closing).

The early 1990s have been cruel to the hospitality industry, but Shilo Inns has
gone against the grain.(3) Big national chains have been fighting to keep
troubled properties. Many retreated from hotel ownership to seek a relatively
safe haven as hotel management companies. Small independent operators, seeking
security in numbers, flocked to join national franchises.

- ------------------------------
(3)   "Portland Business Journal," May 31, 1993, Vol. 10, No. 14, p. 13.
- ------------------------------


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Hotel Industry Overview (continued)

The Shilo Inn capitalized on its regional identity and superior reputation to
make gains in its market areas. Mr. Mark Hemstreet, the owner and head of this
privately held company was quoted saying, "I'll take consistent management and a
good product any day over a good location. If guests are greeted with friendly
service and nice clean rooms, they'll come back to Shilo again and again." With
46 hotels and motels, Shilo has become a formidable chain in the West, owned by
just one person making it the 102nd largest lodging company in the world. The
company has about 2,000 employees in nine Western states. Shilo's "affordable
excellence" promotion strategy appears to have been successful in retaining its
core customer base. Shilo's size enables the company to not only get economies
of scale enabling its successful advertising and referral network, but also it
eliminates the need to associate with a costly franchise.

Mr. Hemstreet's willingness to invest in what may be considered secondary
locations goes against the trend of national operators. This provided Shilo Inns
with a competitive advantage, bringing them to maturing markets ahead of the
competition and providing a regional network of lodging facilities to service
their loyal guest base. They appeal to business travelers and tourists alike.
Further, Shilo Inns has continued to invest in renovation and upgrade of older
properties and has superior maintenance and replacements programs. Shilo Inns
has an effective company credo: to deliver consistently high standards from
friendly, efficient, and dedicated employees; and to provide clean, comfortable
and affordable accommodations.(4)

In general, we can conclude that the hotel industry is experiencing the best
growth since the trough of 1992. Increases in occupancies, average daily room
rates, and profitability has been reported throughout the industry in all market
segments. The following chart and accompanying table shows five key indications:

o     Average Daily Rate Change Rate

o     Operating Expense Change Rate

o     Free & Clear Equity Capitalization Rate

o     Residual Capitalization Rate

o     Free & Clear Equity Internal Rate of Return

- ------------------------------
(4)   "Oregon Business," October, 1993, Vol. 16, No. 10, p. 32.
- ------------------------------


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Hotel Industry Overview (continued)

                       National Full-Service Hotel Market
            From Coopers & Lybrand L.L.P. -- "Hospitality Directions"

                                [GRAPHIC OMITTED]

                               [BAR GRAPH OMITTED]

<TABLE>
<CAPTION>
            4th Qtr, '93  1st Qtr, '94  2nd Qtr, '94  3rd Qtr, '94  4th Qtr, '94  1st Qtr, '95  2nd Qtr, '95  3rd Qtr, '95  
<S>             <C>           <C>           <C>           <C>           <C>           <C>           <C>           <C>       
ADR Chan        0.0278        0.0329        0.0315        0.0322        0.035         0.037         0.0383        0.0391    
Op. Exp. C      0.0344        0.0363        0.0354        0.0336        0.0355        0.0352        0.0345        0.0351    
Equity Cap      0.1143        0.1148        0.115         0.1127        0.0992        0.1073        0.1088        0.109     
Residual C      0.1189        0.1148        0.115         0.114         0.1014        0.1086        0.1088        0.1078    
Equity IRR      0.1505        0.1533        0.155         0.1575        0.1567        0.1523        0.1475        0.1496    
</TABLE>

            4th Qtr, '95
ADR Chan        0.0417  
Op. Exp. C      0.0348  
Equity Cap      0.1065  
Residual C      0.1067  
Equity IRR      0.1505  

o     Average Daily Rate Change Rate

This rate expresses the percentage change in the Average Daily Room Rate. Like
the capitalization rate change, there is a clear trend expressed by the ADRs. In
this case, the trend shows a steady increase in rates. Every quarter since the
2nd Quarter, 1994 has shown incremental increases with an average quarterly
increase of 3.64 percent.

o     Operating Expense Change Rate

Operating Expenses as a percent of revenues have stayed relatively flat or
stable at about 3.5 percent. This indicates that there are economies of scale in
larger revenues since operating expenses can be limited to a stable proportion
of revenues.


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739 Luker Lane, Casper, WY
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Hotel Industry Overview (continued)

o     Free & Clear Equity Capitalization Rate

In contrast to the stability of the IRR, the Equity Capitalization rate (i.e.,
overall rate) is showing evidence of decline. A declining capitalization rate
indicates that investors are willing to accept a lower return from their
investment. It has been shown in the above narrative that sales have been
increasing. More purchasers in the market-place means more competition for a
finite supply, thus prices are increasing and investors must be willing to
accept a lesser capitalization rate. This type of trend encourages new
construction which, depending upon the extent of the construction, may stabilize
or even reverse the capitalization rate trend. It is not a given, however, that
occupancies and room rates will continue to increase. Based on available
information, it appears that the favorable trend will continue into 1997 and,
perhaps, beyond.

o     Residual Capitalization Rate

As would be expected, residual capitalization rates have declined consistent
with equity (or overall) capitalization rates

Summary
A dramatic strengthening of industry profits may be expected for 1996 and 1997
given the Coopers & Lybrand forecast. Major contributing factors include healthy
revenue expansion, modest increases in major expenses, continued productivity
gains, and below-average supply growth. Profits per available room are projected
to rise to $2,900 in 1996, and $3,500 in 1997.

There is a significant need to maintain and modernize older full-service hotels.
Shilo Inns has made a commitment to maintaining high-quality, attractive hotels.
Shilo has taken a "saturation" approach to expansion by locating throughout the
Pacific Northwest. Although not a franchise, the Shilo Inns name is recognizable
and has a loyal following. The Shilo Inn name is certainly beneficial in this
region and probably largely responsible for the success of the
off-the-beaten-path locations. Because Shilo is privately owned and Mark S.
Hemstreet is truly an industry insider, it is likely that Shilo Inns are better
managed due to his oversight.

Overall economic trends are positive in the Pacific Northwest and surrounding
regions. This is contributing to the growth in the lodging industry and these
trends appear to be sustainable through the few years. New additions of supply
are expected to provide stiff competition to existing properties and much of
this is coming from Holiday Inn Express and some Comfort Suites. However, Shilo
Inns typically have one of the best locations in its local market areas and with
their efficient management and continuos maintenance programs they should be
able to maintain their market share, if not increase it at he expense of less
competitive properties. Clearly, the trend in the limited service lodging
industry continues to be towards "suite" properties. Shilo Inns has many such
properties and generally provide good size rooms with market desired amenities
at an affordable price. Given the positive economic trends in the many of the
markets Shilo Inns is located, central reservation system, large guest following
and solid management structure with efficiencies in purchasing and marketing it
is reasonable to conclude that the Shilo Inns will continue to be a successful
chain with a positive outlook for the foreseeable future.


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739 Luker Lane, Casper, WY
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                                SITE DESCRIPTION

As shown on the plat map to follow, the subject is a 2.09 acre rectangular
shaped tract of land adjacent to the right-of-way of Interstate Highway 25 in
the northwest quadrant of the intersection of Curtis Street/Wyoming Boulevard
and Interstate Highway 25 at the Casper/Evansville Interchange of Interstate
Highway 25. Its southern boundary is adjacent to a paved, 500 foot long, 30 foot
wide roadway easement at the end of Luker Lane which is an extension of Luker
Lane at its west end but is not a dedicated city street.

According to the Natrona County Records, the site dimensions are 500' x 175' for
a total site area of 87,500 sq. ft. or 2.0087 acres. This provides the subject
with a 500-foot frontage to the north bound highway on-ramp easement of
Interstate Highway 25 at the east Casper/Evansville Interchange and a 500-foot
frontage adjacent to the southern boundary of a paved 500 foot long, 30 foot
wide roadway easement at the end of Luker Lane, an extension of Luker Lane at
its west end and the subject's point of ingress and egress as there is no direct
access to the site from an Interstate Highway 25 frontage road.

Visibility and Access

The subject site has excellent visibility to both the north and south bound
freeway traffic carried on Interstate Highway 25. Because Luker Lane is only
approximately 160 feet long, the subject has good surface arterial traffic
visibility from Curtis Street/Wyoming Boulevard, the main thoroughfare
connecting Evansville and Interstate Highway 25 to east and west Casper. Ingress
and egress is from a single approach off Luker Lane provided by a paved 500 foot
long, 30 foot wide roadway easement at its west end which is adjacent to the
subject at its northern most boundary. Currently, the lots to the north and west
of the subject property are vacant with the west lot being leased by the subject
owner to provide a truck turn-around and truck parking; however, in the event
this lot is sold and put to different use, truck traffic would be extremely
restricted. Currently, the overall access appears to be adequate. Average daily
traffic exposure exceeds 14,000 vehicles per day according to data compiled by
the Wyoming Highway Department.


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739 Luker Lane, Casper, WY
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SITE DATA (continued)

Off-Site Improvements

Luker Lane is a 160 foot, two-lane street connecting the subject property and
the adjacent lots to Curtis Street/Wyoming Boulevard. Curtis Street/Wyoming
Boulevard is defined as follows: Curtis Street, an Evansville street, and
Wyoming Boulevard is located in the City of Casper with Interstate Highway 25 at
the east Casper/Evansville exit as its dividing demarcation. Curtis
Street/Wyoming Boulevard is improved with two lanes of traffic in each direction
with a non-channeled center turn median on Wyoming Boulevard on the south side
of Interstate Highway 25 only. It is a state maintained thoroughfare, collector
street constructed of steel reinforced poured-in-place concrete surface with
poured-in-place concrete sidewalks, curbs, gutters, and approach aprons.
Improvements on the north side of Interstate Highway 25 are in the Town of
Evansville while those on the south side of Interstate Highway 25 are in the
City of Casper.

Topography and Drainage

The subject lot is essentially level with a slight slope to the north and
drainage is provided by asphalt paving and Luker Lane which feeds into the
interstate highway drainage system. The subject is not located in a F.E.M.A.
designated flood hazard zone. Community Map Panel 560071-000SA, dated July 17,
1978 identifies the subject site as Zone C, areas determined to outside the 500
year flood plain.

Surrounding Uses

The subject site is located in a commercial district at the southern end of
Evansville adjacent to the City of Casper which lies just south of Interstate
Highway 25. The immediate area includes American Car Wash, Mini-Mart, Comfort
Inn, Kindlers Restaurant, and Equality State Bank of Evansville.

The area south of Interstate Highway 25 is considered more desirable and has
seen most of the recent commercial/retail development in the Casper area in
recent years. Some of the newer commercial/retail uses are K-Mart, Rex's
Appliances, Wal-Mart and Sam's Club which are adjacent to the Eastridge Mall,
Central Wyoming's only regional mall. Other commercial uses include Interstate
Inn, McDonalds, Taco Bell, Flying J Truck Stop, Becker Fire Equipment, Eastridge
Car Wash, Hardee's Restaurant, and Safeway. The survey of the uses immediately
surrounding the subject is summarized below:

North: Equality State Bank of Evansville and a vacant lot

South: Interstate Highway 25 Right-Of-Way

East: Mini-Mart, Kinders Restaurant, Comfort Inn, and American Car Wash

West: Vacant lot


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739 Luker Lane, Casper, WY
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SITE DATA (continued)

Zoning

The subject site is located in the Town of Evansville. According to the Town
Clerk of the Town of Evansville, the Town of Evansville has no formal zoning
ordinance. Use is controlled by approval by the City Council at the time a
building permit is issued or by use permit. The current use had that approval at
the time of construction and is a legal conforming use by virtue of this action.

Traffic

Traffic data compiled by the City of Casper and the Wyoming Transportation
Department is summarized below: These data represent average daily traffic
(ADT), expressed as daily average of annual traffic volume. The daily average is
expressed in average vehicles per day (VPD). The East Casper/Evansville
Interchange adjacent to the subject site is one of the most heavily traveled
intersections in Wyoming. Items No. 1 and No. 2 have direct exposure to the
subject site. Item 3 is Interstate traffic east of the subject site and gives
the reader an indication as to what is Interstate traffic.

1. East Casper/Evansville Interchange to north corporate city limits of Casper
is 14,250 VPD

2. East Casper/Evansville Interchange to East Yellowstone Highway via Curtis
Street is 2,026 VPD

3. Interstate Highway 25 between the East Casper/Evansville Interchange and Hat
Six Road Interchange is 7,420 VPD

Soils

No soils report was provided the appraisers. We have inspected the building
interior corridors, ground floor crawl spaces, parking lots, and surrounding
parcels for evidence of subsidence, heaving, or separation cracking. The area
south of the Interstate is noted for expansive soils and water problems;
however, the subject does not seem to have this problem. Our inspection revealed
only minimal sheetrock cracking around several of the interior door frames due
to possible heaving, therefore, it is assumed that the subject soils and
subsoils have adequate load-bearing capacity to support the existing
improvements, although this opinion is in no way to be construed as having the
weight of a professional engineer's opinion. Such matters are clearly beyond the
expertise of the appraiser to determine and beyond the scope of this appraisal
assignment. If a conclusive opinion is required, the services of a properly
licensed professional engineer should be retained.


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739 Luker Lane, Casper, WY
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SITE DATA (continued)

Utilities

All utilities are available to the subject site. Utility providers confirmed
with planning and building officials are summarized below:

Water:              Town of Evansville
Sanitary Sewer:     Town of Evansville
Electricity:        Pacific Power and Light Company
Natural Gas:        KN Energy
Telephone:          U.S. West Communications
Fire:               Town of Evansville
Police:             Town of Evansville, Natrona County Sheriffs Department, and
                    Wyoming State Police

Easements, Restrictions, Encroachments, and Encumbrances

A title policy for the subject property was not furnished to the appraisers and
an inspection of the subject property did not reveal any adverse encroachments
and the plat on file with the Natrona County Records does not reveal any adverse
easements.

Assessed Value and Taxes

According to the Natrona County Assessor's Office, the subject property is
assessed as follows:

              Land               $  8,075
              Improvements       $ 72,475
              F F & E            $ 36,318
                                 --------
              TOTAL              $116,868

Based on the mill levy for Evansville of 91.10 mills per $1,000 of assessed
valuation, taxes are calculated as follows:

General Taxes #05743000000120 - $ 80,550 x 0.09110 =         $ 7,338.11
F F & E Taxes #21311140012890 - $ 36,318 x 0.09110 =         $ 3,308.57
                                                             ----------
TOTAL TAXES                                                  $10,646.68


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739 Luker Lane, Casper, WY
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SITE DATA (continued)

Taxes are based on annual assessments set by the County Assessor. Assessed
values are currently at 9.5% of market value as determined by the County
Assessor. We do not expect to see a significant increase in tax assessments in
the near future; however, due to the decline in current tax base and lost
revenues from the oil and mineral industry, it is viewed that an increase will
be forthcoming in the near future as an attempt to replace those lost revenues.

Conclusion

After careful consideration of the foregoing factors, the appraisers believe
that the subject site is well adapted to its current use as a
motel/restaurant/lounge site. We further conclude that it is located within the
general area of growth for the Casper and surrounding area. There are plans to
extend East Second Street eastward further strengthening the commercial
development of the area; however, these plans also include a new Interstate
Highway 25 Interchange one mile east of the subject which will connect East
Second Street, Elkhorn Street, and the Interstate. Elkhorn Street is the major
collector street in Casper's newest subdivision of upper end houses, Elkhorn
Valley.


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<PAGE>

                                [GRAPHIC OMITTED]

                                [PLAT MAP OMITTED]


                                                                              37
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739 Luker Lane, Casper, WY
- --------------------------

                             IMPROVEMENT DESCRIPTION

The subject improvements consist of a two-story, average to good quality, Class
"D", single wall constructed motel building. The subject improvement was
originally built as a two-story, 103 rental units with manager's suite, plus a
single story attached recreation facility with swimming pool, hot tub, steam
room, and sauna, and an attached single story restaurant, lounge, and bar
comprising a total of 44,361 sq. ft. The motel portion of the building was later
converted into a 101 rental unit with manager's suite, as two units were
converted, Unit 202 into a small meeting room on the second floor, and Unit 108
into a maid's lounge on the main floor. There are currently four handicap room
on the main level with two having roll-in showers. The only other change that
was noted by the appraisers was the pool in the recreation facility is not a
rectangular pool, as shown in the building plans supplied to the appraisers by
the owners, but is kidney shaped, 14' x 31'. The facility was remodeled in 1995
with new carpet, beds, wall coverings, ceramic tile, and new sub-flooring on the
upper and main levels.

Other ground floor amenities include a swimming pool, jetted hot spa, sauna and
steam room, and coin operated laundry for motel guests. A banquet room is
available for community functions or small conventions on a rental basis and can
accommodate meetings up to 60 people. Access to the upper floors is provided by
internal stairwells at mid point of the motel structure and at each end of the
building. The connecting restaurant and lounge is 6,676 sq. ft. and has a
seating capacity of 132 in the restaurant and 53 in the bar/lounge area.

Structural Improvements

Number of Stories:          Two (2)

Building Class:             Class "D"

Quality of Construction:    Average to Good

Year of Construction:       1979, remodeled in 1995

Gross Building Area:        Motel main level - 17,602 sq. ft.; motel lobby - 528
                            sq. ft.; motel second floor - 17,602 sq. ft.;
                            recreation area - 1,953 sq. ft.; total 37,865 sq.
                            ft.

Number of Units:            101 plus office and manager's quarters

Footings:                   Reinforced concrete spread footers

Foundation Walls:           Reinforced concrete


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IMPROVEMENT DESCRIPTION (Continued)

Floor Structure:            Elevated main level over an insulated crawl
                            space with 2' x 6' joists supported by 4'
                            x 8' and 6' x 8' beams on 4' x 6' and 6' x 6'
                            support posts and concrete footings and
                            foundation walls. According to information
                            supplied by the current manager, the decking on
                            the main floor is 3/4" plywood over 3/4" tongue
                            and groove plywood and the second floor is 3/4"
                            plywood over 5/8" tongue and groove plywood

Exterior Walls/Frame:       2" x 4" x 16" OC

Exterior Siding:            3/8" lap wood siding over 1/2" gypsum sheating
                            plus decorative stone veneer

Roof:                       Gable type, engineered wood trusses, plywood decks,
                            cedar shingles

Interior Walls:             Frame walls between rooms are 2" x 4" x 16" OC

Stairway and Lobby:         Inside walls have 5/8" type "X", gypsum board each
                            side, outside walls to have 5/8" type "X" gypsum
                            board inside frame only

Windows:                    Metal framed sliding windows with insulated glass

Doors:                      Solid core doors to the corridors and hollow core
                            doors to the bath, extruded aluminum and glass
                            exterior doors

Electrical System:          Three-phase, 1,200 amp, 120/208 volt

Heating and Cooling:        Wall mounted combination heating/air conditioning
                            units, forced air electric wall heaters in corridors
                            and common areas


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IMPROVEMENT DESCRIPTION (Continued)

Room Types

There are 101 motel units plus the manager's unit. The motel units consist of 4
handicap single queen bedrooms, 23 king bedrooms, 29 single king bedrooms, and
45 double queen bedrooms that are more particularly described as follows:

       Number   Type                          Use                         
- --------------------------------------------------------------------------------
         2      Single Queen Beds             Handicap with roll-in shower
         2      Single Queen Beds             Handicap with tub/shower    
        11      King Beds                     Non-Smoking                 
        12      King Beds                     Smoking                     
        19      Single Queen Beds             Non-Smoking                 
        10      Single Queen Beds             Smoking                     
        23      Double Queen Beds             Non-Smoking                 
        22      Double Queen Beds             Smoking                     
         1      Manager's Unit with living room and kitchen area          
       ---
       101

Meeting Rooms: (1) 25-person on the second floor of motel

Recreational Facilities
Pool:                    San Juan kidney shaped - 14' x 31'
Spa Hot Tub:             San Juan 8' x 8' octagon
In-Suite Shower:         Ceramic tile
Sauna:                   Finlandia with tile floor
Steam Room:              Ceramic tile
Mens and Womens Restrooms: Ceramic tile and sheetrock walls and ceilings

Restaurant and Lounge

The restaurant/lounge area of the subject property is attached to the motel area
previously described and is described follows. The subject is a single story,
average to good quality, Class "D". restaurant and lounge building which is
attached to a 101-unit motel building. This portion of the total improvement is
finished with an entrance area with restroom waiting area, coffee shop, lounge
and bar area with bandstand stage and parquet dance floor, dining room off
lounge, banquet room, full service kitchen and support areas.

Building Class:          One-story, Class "D", average to good quality
                         building
Size:                    6,676 sq. ft. of floor area
Year Built:              1979 and remodeled at various times since


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IMPROVEMENT DESCRIPTION (Continued)

Footings:                      Concrete
Foundation Walls:              8-inch concrete
Exterior Walls:                Frame, 2" x 4", 16" OC
Roof Type:                     Hip type with engineered wood trusses, plywood
                               deck, cedar shingles

Floor Coverings:               Carpet in the dining area, coffee shop, entry,
                               hall, and lounge; vinyl in the kitchen; parquet
                               dance floor in lounge, ceramic tile in restrooms

Interior Walls:                Sheetrock, wall coverings

Ceilings:                      Acoustical tile

Dining Area:                   Has a moss rock, wood burning fireplace, seating
                               for 72 people

Banquet Room:                  Adjacent to dining area with separate with
                               separate or common access, seating for 60 people

Bar Area:                      Divided from the dining area by a decorative rock
                               wall fireplace and accordion doors, bar and back
                               bar which are attractively designed, has dance
                               floor, fireplace, bandstand, and seating for 53
                               people

Kitchen:                       The kitchen and dishwashing area is adequate in
                               size (see sketch), the floors are vinyl and
                               there is a walk-in freezer and walk-in cooler off
                               the kitchen and dishwashing area

Ladies Restroom:               One stall for handicapped, vanity, ceramic tile
                               floor covering, and wallpaper

Mens Restroom:                 One urinal, one handicapped stall, one vanity,
                               ceramic floor covering, and wallpaper

Walk-In Cooler:                A 6' x 5'8" walk-in freezer and 4-1/2' x 17'
                               walk-in cooler

Overall Condition:             Subject is attractively decorated and is
                               considered to be in good/average condition

Site Improvements

Approximately 46,872 sq. ft. of asphalt paved parking and drives; motel has 74
parking spaces includes 4 designated for handicap; restaurant has 51 spaces
includes 2 designated for handicap. A double illuminated Interstate sign
displaying logo, approximately 50 feet high, located on the northeast corner of
the subject property, an illuminated street access sign, and a street side
double illuminated sign on Curtis Street and Luker Lane; wall mounted exterior
lights, parking lamps, landscaping: and canopy:


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IMPROVEMENT DESCRIPTION (Continued)

Furniture Fixtures & Equipment

Guest suites include either single king bed or double queen beds; color
televisions with remote controls; carpet, draperies; light fixtures and lamps;
combination desk/dresser units; luggage rack; parlor table with upholstered wood
chairs; night stand. FF&E appears to be of above average quality with no
functional obsolescence attributable to poor quality, layout or design.

FF&E includes all the furnishings, linens and supplies, cleaning and house
keeping equipment, business office and front desk equipment, furnishings and
related personal items. We have estimated these personal property items at a
depreciated replacement value of $2,500 per room, or $252,500.

Depreciation

The actual age of the improvements is approximately 17 years. They are well
maintained and remodeled in 1995 and appear to have an effective age overall of
approximately 15 years. They are in good condition for facilities of their age
and quality. According to building industry sources the expected life of similar
improvements is 50 years.

Functional Features and Concluding Remarks

Overall the improvements are in good to very good condition and show care of
maintenance. They are well designed, functional in their layout and provide good
utility and guest appeal. Nothing in our inspections suggests either the
presence of elements of functional obsolescence or substantial deferred
maintenance.

The operators' marketing strategy is focused on maximizing extended visit, and
corporate and government agency patronage. We find the modified suites layout
offering "larger than typical" single room units, with amenities typically found
in true all suites hotels, is a cost effective way to deliver more amenity and
functional utility to the customer, without incurring the additional costs
typically associated with the development and operation of multi-room suites. In
room microwave ovens and refrigerators, multiple phones, guest laundry
facilities and attractive corporate plans seem to be effective in attracting the
target market customer. We therefore, find that the subject property is entirely
adequate in meeting the owners intended use and purpose for the subject
facilities.


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                                [GRAPHIC OMITTED]

                               [SITE PLAN OMITTED]


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                                [GRAPHIC OMITTED]

                              [FLOOR PLAN OMITTED]


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                                [GRAPHIC OMITTED]

                              [FLOOR PLAN OMITTED]


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                                [GRAPHIC OMITTED]

                         [RESTAURANT FLOOR PLAN OMITTED]


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                          HIGHEST AND BEST USE ANALYSIS

The Appraisal Institute defines highest and best use as follows:

"The most profitable likely use to which a property can be put. The opinion of
such use may be based on the highest and most profitable continuous use to which
the property is adapted and needed, or likely to be in demand in the reasonably
near future. However, elements affecting value that depend on events or a
combination of occurrences that, although in the realm of possibility, are not
fairly shown to be reasonably probable, should be excluded from consideration.
Also, if the intended use is dependent on a uncertain act of another person, the
intention cannot be considered.

"That use to which the land may reasonably be expected to produce the greatest
net return to land over a given period of time. That legal use which will yield
to land the highest present value. Sometimes called `optimum use.'"

In estimating highest and best use, there are essentially four stages of
analysis:

      1.    Possible Use. What uses of the site in question are physically
            possible?

      2.    Permissible Use (legal). What uses are permissible by zoning and
            deed restrictions on the site in question?

      3.    Feasible Use. Which possible and permissible uses will produce a net
            return to the owner of the site?

      4.    Maximally Productive Use. Among the feasible uses, which use will
            produce the highest net return or the highest present worth?

The highest and best use of the land (or site) if vacant and available for use
may be different from the highest and best use of the improved property. This is
true when the improvements are not an appropriate use, but it makes a
contribution to the total property value in excess of the value of the site.

The following tests must be met in estimating the highest and best use. The use
must be legal; the use must be probable, not speculative of conjectural; there
must be a profitable demand for such use; and it must return to the land the
highest net return for the longest period of time. These tests have been applied
to the vacant property. In arriving at the estimate of highest and best use, the
subject site was analyzed as vacant and available for development.


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HIGHEST AND BEST USE ANALYSIS (continued)

As Vacant

Possible Use: The first constraint is the constraint dictated by the physical
characteristics of the site. The size and location within a block have a
determining effect on the site's value. In general, larger sites and corner
locations enable a developer to achieve economies of scale and allow flexibility
in building and site improvement design.

The subject site is located at the end of a short two-way street that ends at
the northeast corner of the subject property and has good visibility from both
Interstate Highway 25 and Curtis Street. It is not a corner lot and is located
160 feet west of the intersection of Luker Lane and Curtis Street.

The subject site is a rectangular 2.09 acre tract of land in the northwest
quadrant of the intersection of Curtis Street/Wyoming Boulevard and Interstate
Highway 25 at the East Casper/Evansville Interchange. Its northern boundary is
adjacent to a paved, 500 foot long, 30 foot wide roadway easement at the end of
Luker Lane which is an extension of Luker Lane at its west end but is not a
dedicated city street. Luker Lane intersects with Curtis Street at its east end.
This is the subject's only point of ingress and egress. Its southern boundary is
500 feet along the highway Right-Of-Way of Interstate Highway 25 and related
north bound on-ramp.

The subject's size has a good functional utility for a wide range of commercial
uses and all utilities are available at the site; however, the frontage street
in not fully improved as there are undeveloped lots to the north and west of the
subject. Considering size and location, the site is considered to be adequate
for a variety of uses including service facility such as a motel, restaurant,
bar, and lounge. Therefore, the physical aspects of the site do not eliminate
any uses from the highest and best use analysis, except for very large scale
commercial/retail uses.

Legally Permissible Use

The legal uses of the land are typically controlled by public restrictions such
as zoning classifications and/or private restrictions such as protective
covenants or deed restrictions. Zoning, it and of itself, does not create a
site's highest and best use, rather it limits the potential uses to which a site
may be put. Zoning affects supply and demand since it actually limits the supply
side utility of a site. The subject site is not zoned but is controlled by the
Town of Evansville and its current use, a motel/restaurant/lounge is its
permitted use. Any change in use would have to be approved by the Evansville
City Council.


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HIGHEST AND BEST USE ANALYSIS (continued)

Feasible Use
Feasible use addresses supply and demand and is a concept that there is a
reasonable likelihood that a project will satisfy specific objectives.
Feasibility generally pertains to income producing properties and relates to
investment objectives such as stabilized occupancy, budget management, and
potential value enhancement.

The use decision is fundamental to determining how much income a site can
produce. Therefore, the income to the land is the driving force of property
value. Conformity of use tends to dictate which uses are reasonably probable for
a given site. Those uses that are legally permissible and physically possible
are again considered to determine their potential for producing income that
would be equal to or greater than the amount needed to satisfy operating
expenses, financial obligations, and capital amortization. Uses that are
expected to produce a positive return are considered financially feasible.

As previously mentioned in the Neighborhood Section of this report, the subject
is not zoned; however, the surrounding area adjacent south of Interstate Highway
25 is zoned for commercial business and the predominant use in the immediate
area of the subject conforms to this use. The property is easily adapted to most
forms of commercial development but appears particularly well suited for highway
oriented commercial uses where exposure to high average daily traffic volumes is
regarded as advantageous by prospective uses.

Uses such as residential and industrial, which could be, in theory, approved by
the Town of Evansville are less than optimal since heavy traffic exposure and
noise from the Interstate would not be conducive to residential development and
industrial development would be limited by the size and the economic
feasibility. These adverse characteristics would tend to limit or diminish the
subject property values if used for residential or industrial purposes.

An analysis of the subject's neighborhood indicates that there is a demand for a
motel/restaurant/lounge in the immediate area of the subject and the area is not
adversely affected by competition. Considering that the predominant use within
the immediate neighborhood are uses that conform with commercial business
zoning, even though there is no formal zoning in the area, and this type of use
contributes the highest return to the land, a use of this type is the most
financially feasible for the subject site.


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HIGHEST AND BEST USE ANALYSIS (continued)

Maximally Productive

Analyzing the different markets for the land uses that have met the first three
criteria indicates that a service related use including motels, restaurants, and
bar/lounge are currently generating the highest residual income to the land.
These land uses are all considered to have the potential to be maximally
productive.

Therefore, the highest and best use of the subject site as vacant is highway
oriented commercial development, including a lodging facility.

As Improved

The same test of physically possible, legally permissible, financially feasible,
and maximally productive also dictate the highest and best use of the property,
as improved.

The subject is presently improved with a 101-unit motel/restaurant/lounge.
Review of the historical operating statements clearly reveals the profitability
of the subject property as a going concern limited service hotel and restaurant
facility. The existing uses is clearly profitable, and the improvements add
substantial value beyond the raw site value. No other use of the improvements is
likely to provide a higher net income to the property. Therefore, the highest
and best use for the subject as improved is to continue operations as a limited
service hotel and restaurant.


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                                    VALUATION

There are three approaches to value which will be employed in the analysis: the
Cost Approach including land valuation and construction cost analysis; Direct
Sales Comparison Approach evaluating sales of similar properties; and an Income
Approach based upon the property operating at stabilized income levels.

Cost Approach

In the appraisal process, the Cost Approach requires an analysis of sales of
similar parcels of land to arrive an estimate of market value for the subject
site. An estimate is then made as to the cost to replace the subject's
improvements at today's costs using reliable sources of cost data. Depreciation
or obsolescence from all causes is estimated based on the experiences of similar
properties. Depreciation is then deducted from the replacement costs as new to
arrive at the present worth of the improvements and the site.

Market Approach (Direct Comparison Approach)

This is an appraisal procedure in which the value estimate is predicated upon
prices paid in recent market transactions. Listings and offerings of property
may also be utilized in this analysis, however, the use of listings is limited
since the property has not met the full test of the market and usually tends to
set the upper limit of value. The steps the appraiser follows in this approach
are set forth below.

      1.    Seeks out similar properties for which pertinent sales, listings,
            offerings and/or rental data are available.

      2.    Qualifies the price as to terms, motivating forces and bona fide
            nature.

      3.    Compares each of the sale properties' important attributes with the
            corresponding ones of the properties being appraised, under the
            general division of time, location, income and physical
            characteristics.

      4.    Considers all dissimilarities in terms of their probable effect upon
            the sale price.

      5.    Formulates an opinion of the relative value of the property being
            appraised as compared with the price of each similar property.


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VALUATIQN (Continued)

The units of comparison abstracted from the sales are the sales price per square
foot or unit and the overall rate of return. Each of these units of comparison
is discussed more fully below.

Sales Price per Square Foot or Unit

This is an expression of the total consideration divided by the particular unit
of comparison. Its chief advantage is that it is a direct comparison of the
price of the comparable to the property in question. Weighing of comparables may
be necessary due to differences of location, physical characteristics, market
conditions and terms of the sale transactions. It is most accurate when the
subject and the comparables are of similar character and the sales are of recent
vintage.

Overall Rate of Return

This rate is the direct relationship of the net operating income (before debt
service) and the sale price. the overall rate reflects both the return on the
investment and the return of the investment. This is a rate which is frequently
used by investors and appraisers because it is ascertainable from comparable
sales and can be applied directly to the estimated net operation income of the
property under appraisal. This unit of comparison is used in the Income
Approach.

Income Approach

The Income Approach is generally the most relevant approach in evaluating
investment type properties. This approach is predicated on the principle that
value is created by the expectation of benefits derived in the future. The
anticipated net income is converted to a present value by a direct
capitalization or the use of a discounted cash flow process.

Direct Capitalization

This process involves dividing the net operating income by a capitalization
rate. This rate reflects such factors as risk, time, interest on capital
investment, and recapture of the depreciating asset. This approach to value
encompasses the following:

1.    The estimation of current economic rent levels to establish annual
      potential gross revenues. Current economic rents are generally current
      market rents.

2.    The estimation of vacancy and collection loss allowances.

3.    The estimation of annual operating expenses.

4.    The deduction from potential gross revenues of vacancy and collection loss
      and operating expenses, leaving the net operating income before debt
      service and depreciation.


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VALUATION (Continued)

5.    Capitalization of the net operating income by the appropriate rate as
      abstracted from the market.

Discounted Cash Flow

A widely accepted view of value as of a given valuation date is the discounted
present worth of the anticipated future income reasonably expected to be
generated by an income producing property over a specific period of time. The
process by which future income receipts are converted to a present value is
termed discounting. Many different capitalization methods and techniques are
available to process anticipated future income into a present worth estimate.
The method used depends primarily on the characteristics of the forecast income
stream, the form of the appropriate rate of return or discount rate, and the
time period involved.

The two methods used in this analysis are capitalization in perpetuity
(utilizing an overall capitalization rate discussed above) and capitalization
for a finite period (discounted cash flow analysis). Capitalization in
perpetuity as used in the Income Approach assumes the income stream will
continue undiminished, indefinitely. The rate used to process this income
streams embodies the factors of time preference (opportunity costs), liquidity,
management burdens, and ownership risks. The appropriate rate is derived through
an analysis of sales of properties displaying similar investment opportunities
to the investor.

The discounted cash flow method is a rigidly defined mathematical relationship
between income streams, rates and timing. Processing an income stream by a
correct mathematical formula does not in itself produce a supportable market
value. As with other techniques of income capitalization, the discounted cash
flow analysis requires reliable market data on several critical points. If the
required market data information is not available, the appraiser is injecting
his judgment and opinion in using non-market data and the results are not
justifiable market value.

RECONCILIATION

The final step in the appraisal process is the reconciliation or correlation of
the value indicators. In the reconciliation, the relative applicability of each
of the approaches utilized is considered. Those approaches that are deemed most
appropriate to the particular appraisal question involved are weighed for the
accuracy and reliability of the data used in the analysis, and an opinion is
formed as to the market value of the subject property. The relative weight or
emphasis given to any of the approaches depends on the forces prevalent in the
market which act upon the subject property.


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                                  COST APPROACH

In this approach, it is assumed that a purchaser would consider producing a
substitute, competing property with the same utility as the subject. The net
cost to the rational, informed purchaser is the measure of value of the subject
property. The net cost includes construction costs (to the purchaser, not the
contractor or builder), financing costs, and all other costs incurred during the
construction period. Any depreciation or diminished utility is deducted from the
costs in order to arrive at a net contribution of the improvements in their
present condition to the total property value as of the valuation date. The site
is valued as if vacant and available to be put to its highest and best use. This
is then added to the depreciated improvement costs to yield the value of the
total property as indicated by the Cost Approach.

Land Valuation

The most reliable procedure for estimating the land value is by the application
of the Direct Sales Comparison Approach. In estimating the value of the
subject's site, a search was conducted to find sales of similar parcels with
similar zoning and characteristics. Those sales considered to be the most
relevant indicators of the subject's land value are detailed on the following
pages.


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                           COMPARABLE LAND SALE NO. 1

Location:                       Comfort Inn site, approximately 700 feet east of
                                the intersection of Curtis Street and Lathrop
                                Road

Address:                        480 Lathrop Road, Evansville, Wyoming

Grantor:                        Jams H. Slappey

Grantee:                        Heritage Inn of Casper

Date of Instrument:             January 26, 1994

Date of Recording:              February 23, 1994

Instrument:                     Warranty Deed #538788

Zoning:                         Evansville

Legal Description:              Lot 3, Block 2, Lierd-Miracle Addition to the
                                Town of Evansville, Natrona County, Wyoming

Sales Price:                    $175,000

Terms:                          Cash to seller

Size:                           1.4567 acres

Price/Sq. Ft.:                  $2.76

Improvements:                   Vacant land

Verified By:                    James E. Wren

Verified With:                  Ed Bloodworth, Appraiser

Inspected By:                   James E. Wren and Ed Holthouse

Comments:                       Site was purchased for the construction of a
                                56-unit limited service motel. Site is
                                considered similar to the subject in location
                                and utility. It is adjacent to a full service
                                restaurant and lounge.


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                           COMPARABLE LAND SALE NO. 2

Location:                       Miracle Drive and Lathrop Road

Grantor:                        Wyoming National Bank, Trustee

Grantee:                        Timberline Hospitality, L.L.C.

Date of Instrument:             November 18, 1994

Date of Recording:              November 21, 1994

Instrument:                     Warranty Deed #553648

Zoning:                         Evansville

Legal Description:              Lot 2, Block 2, Lierd-Miracle Addition to the
                                Town of Evansville, Natrona County, Wyoming

Sales Price:                    $130,680

Terms:                          Cash to seller

Size:                           1.5 acres or 65,340 sq. ft.

Price/Sq. Ft.:                  $2.00

Improvements:                   Vacant land

Verified By:                    Ed Holthouse

Verified With:                  Mike Crank. Selling Broker

Inspected By:                   James E. Wren and Ed Holthouse

Comments:                       Site was purchased as a future site for a new
                                Super 8 Motel; however, the owners have
                                indicated that they are in no hurry for its
                                construction. Site is considered inferior to the
                                subject in location.


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                           COMPARABLE LAND SALE NO. 3

Location:                       Northeast quadrant of East Second Street and
                                Walsh Drive

Grantor:                        Stephens General Contract Corporation

Grantee:                        Broadway Partners, L.L.C.

Date of Instrument:             August 16, 1996

Date of Recording:              August 19, 1996

Instrument:                     Warranty Deed #583567

Zoning:                         "C-2"

Legal Description:              Lot 2, Swanton Subdivision No. 1 and Lot 3,
                                Swanton Subdivision No. 2, Casper, Natrona
                                County, Wyoming

Sales Price:                    $398,574

Terms:                          Cash to seller

Size:                           1.315 acres plus 0.511 acres = 1.826 acres of
                                79,540.56 sq. ft.

Price/Sq. Ft.:                  $5.01

Improvements:                   Vacant city lot

Verified By:                    Ed Holthouse

Verified With:                  Randy Hall, ReMax, Selling Broker

Inspected By:                   James E. Wren and Ed Holthouse

Comments:                       1031 Exchange - site was purchased for a new
                                office supply retail center, owner plans to
                                lease retail space and pad sites.


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                           COMPARABLE LAND SALE NO. 4

Location:                       Northeast quadrant of East Second Street and
                                Walsh Drive

Grantor:                        Linda Michelle Ferguson

Grantee:                        Broadway Partners, L.L.C.

Date of Instrument:             August 14, 1996

Date of Recording:              August 19, 1996

Instrument:                     Warranty Deed #583565

Zoning:                         C-2

Legal Description:              Lots 1 and 2, Swanton Subdivision No. 2, Casper,
                                Natrona County, Wyoming

Sales Price:                    $576,604

Terms:                          Cash

Size:                           1.294 acres plus 0.946 acre=2.24 acres or
                                97,574.4 sq. ft.

Price/Sq. Ft.:                  $5.91

Improvements:                   Vacant city lot

Verified By:                    Ed Holthouse

Verified With:                  Randy Hall

Inspected By:                   James E. Wren and Ed Holthouse

Comments:                       1031 Exchange - site was purchased for a new
                                office supply retail center, owner plans to
                                lease retail spaces and pad sites.


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                                                                              58
<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

                           COMPARABLE LAND SALE NO. 5

Location:                       Forest Drive and Trigood, Casper, Wyoming

Grantor:                        Michelle Ferguson

Grantee:                        Rat Hole Drilling

Date of Instrument:             April 20, 1993

Date of Recording:              May 3, 1994

Instrument:                     Warranty Deed #523702

Legal Description:              Lot 4, Sage Creek Addition to the City of
                                Casper, Natrona County, Wyoming

Sales Price:                    $155,200

Terms:                          Cash to seller

Size:                           40,000 sq. ft. - 0.92 acre

Price/Sq. Ft.:                  $3.88

Zoning:                         "C -2", General Business

Verified By:                    Gary Ferguson

Inspected By:                   James E. Wren and Ed Holthouse

Comments:                       The lot fronts on Trigood Drive with a good view
                                of East Second Street, to the east is a new
                                store being leased by Continental Baking
                                Company. Prices were obtained from Gary
                                Ferguson.


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                                                                              59
<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

Land Valuation (Continued)

Discussion

These Five land sales transactions and listings represent the sale activity of
the subject sire over the last three years with two comparable sites in close
proximity to the subject. The two confirmed closed sales in the subject's
immediate neighborhood occurred in February 1994 and November 1994 revealing
historical values ranging from $2.00/sq. ft. to $2.76/sq. ft. The discussion of
the value adjustments and conclusions is presented below.

Property Rights Conveyed

This adjustment considers the differences in legal status (interest) between the
subject property and the comparable sales. Specific interests convey different
type of rights in a property that affect value. Property rights can be defined
as fee simple, leased fee and leasehold interests. All the land sales used
involved the transfer of the fee simple interest and no adjustment is warranted.
No adjustment was made.

Financing Adjustment

The comparable land sales have been reviewed in reference to their financing.
Sales and asking prices represent all cash transactions, where no extraordinary
financing terms or seller financing is involved. Therefore, no cash equivalency
adjustments have been applied.

Motivation of Sale

This adjustment considers the differences in motivations of purchasers in the
market. Arms length transaction is defined as a transaction where unrelated
parties come together where neither party is under duress. Plottage is defined
as the increment of value created when two or more sites are combined to produce
greater utility. The seller of Sale No. 4 was able to sell for a higher price
because his property was needed to complete the transaction for Sale No. 3. In
discussing this transaction with the selling broker, a $0.90/sq. ft. was given
as plottage value.

Market Conditions Adjustment - Time Factor

The sales were analyzed for changes in market conditions to determine if a
market condition adjustment is required and to what magnitude. Based upon the
appraiser's evaluation of secular trends in the market we were unable to
identify land inflation rats within our local market for the years from 1994
through late 1996. The rate and extend of land value inflation in a given
neighborhood varies substantially depending on development activity and investor
speculation. In the immediate neighborhood construction of the new Comfort Inn
has occurred in the last three years. Furthermore, in reviewing current listings
in the subject's immediate area, it was determined that there was a number of
available properties that could be purchased for $2.00/sq. ft.; however, their
location appears to be somewhat inferior to the subject property.


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<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

                     ADJUSTMENT GRID - COMPARABLE LAND SALES

<TABLE>
<CAPTION>
==================================================================================================================
CHARACTERISTICS               SUBJECT                COMP. NO. 1          COMP. NO. 2             COMP. NO. 3     
==================================================================================================================
<S>                     <C>                     <C>                  <C>                      <C>
- ------------------------------------------------------------------------------------------------------------------
   Location                                       480 Lathrop Road   1/4 Mile East of Curtis  NE Quadrant East 2nd
                                                Evansville, Wyoming        and Lathrop          and Walsh Drive   
                                                                       Evansville, Wyoming      Casper, Wyoming
- ------------------------------------------------------------------------------------------------------------------
  Sale Price                                          $175,500             $130,680               $398,574        
 Price/Sq. Ft                                       $2.76/Sq. Ft.        $2.00/Sq. Ft.          $5.01/Sq. Ft.     
- ------------------------------------------------------------------------------------------------------------------
Rights Conveyed                                      Fee Simple           Fee Simple             Fee Simple       
  Adjustment                                             -0-                  -0-                    -0-          
- ------------------------------------------------------------------------------------------------------------------
Motivation of Sale                                   Arms-Length          Arms-Length            Arms-Length      
  Adjustment                                             -0-                  -0-                    -0-          
- ------------------------------------------------------------------------------------------------------------------
 Date of Sale                                          2/23/94             11/18/94                8/19/96        
  Adjustment                                             -0-                  -0-                    -0-          
- ------------------------------------------------------------------------------------------------------------------
     Size                    87,500 Sq. Ft          63,474 Sq. Ft.       65,340 Sq. Ft.         79,541 Sq. Ft.    
  Adjustment                                             -0-                  -0-                    -0-          
- ------------------------------------------------------------------------------------------------------------------
   Location             East Casper Evansville          Equal              Inferior               Superior        
  Adjustment                  Interchange                -0-            (+)$0.75/Sq. Ft.       (-)$2.25/Sq. Ft.   
- ------------------------------------------------------------------------------------------------------------------
    Zoning                    Evansville              Evansville          Evansville                "C-2"         
  Adjustment                                             -0-                  -0-                    -0-          
- ------------------------------------------------------------------------------------------------------------------
Total Adjustments                                        -0-            (+)$0.75/Sq. Ft.       (-)$2.25/Sq. Ft.   
- ------------------------------------------------------------------------------------------------------------------
Indicated Price/Sq. Ft.                                                                                           
of Subject Property                                $2.76/Sq. Ft.         $2.75/Sq. Ft.          $2.76/Sq. Ft.     
- ------------------------------------------------------------------------------------------------------------------
Indicated Price of                                                                                                
Subject Property                                      $241,500             $240,625               $241,500        
==================================================================================================================
</TABLE>

==================================================================
CHARACTERISTICS               COMP. NO. 4          COMP. NO. 5   
==================================================================
   Location                NE Quadrant East 2nd  Forest Drive and
                             and Walsh Drive        Trigood      
                             Casper, Wyoming     Casper, Wyoming
- ------------------------------------------------------------------
  Sale Price                    $576,604            $155,200     
 Price/Sq. Ft                 $5.91/Sq. Ft.       $3.88/Sq. Ft.  
- ------------------------------------------------------------------
Rights Conveyed                Fee Simple          Fee Simple    
  Adjustment                      -0-                 -0-        
- ------------------------------------------------------------------
Motivation of Sale              Plottage          Arms-Length    
  Adjustment                (-)$0.90/Sq. Ft.          -0-        
- ------------------------------------------------------------------
 Date of Sale                   8/19/96              5/3/94      
  Adjustment                      -0-                 -0-        
- ------------------------------------------------------------------
     Size                   97,574 Sq. Ft.       40,000 Sq. Ft.  
  Adjustment                      -0-                 -0-        
- ------------------------------------------------------------------
   Location                     Superior            Superior     
  Adjustment                (-)$2.25/Sq. Ft.     (-)$1.15/Sq. Ft.
- ------------------------------------------------------------------
    Zoning                       "C-2"               "C-2"       
  Adjustment                      -0-                 -0-        
- ------------------------------------------------------------------
Total Adjustments           (-)$3.15/Sq. Ft.     (-)$l.15/Sq. Ft.
- ------------------------------------------------------------------
Indicated Price/Sq. Ft.                                          
of Subject Property          $2.76/Sq. Ft.        $2.73/Sq. Ft.  
- ------------------------------------------------------------------
Indicated Price of                                               
Subject Property               $241,500             $238,875     
==================================================================


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<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

Land Valuation (Continued)

Size Adjustment

Size adjustments, which may be dictated when substantial differences in value
indicators can be isolated only to differences in size, may be supported where
data is plentiful enough to facilitate a matched pair sales analysis. In this
case, the available data are insufficient to do so.

Location Adjustment

Location can have a definite impact on site value, particularly for highway
oriented commercial uses such as hotels, restaurants, and regional shopping
centers. For this reason prices and historical sales activity on the south side
of Interstate Highway 25 have been somewhat higher and stronger than on the
north side of Interstate Highway 25. Part of this selling price differential may
be traced to location since traffic exposure/visibility, size, location, and
utility are all comparable. We think some of the differential may be the result
of the proximity of the established hotel and restaurant, but that perhaps 1/2
of the differential may be attributed to the superior traffic exposure afforded
by the south side of Interstate Highway 25. Comparable Sales No. 3, No. 4, and
No. 5 are all sales on the south side of Interstate Highway 25 and are
considered to be in the regional shopping area or, as it is locally known, the
"mall area".

Concluded Land Value

The comparable land sales indicate an unadjusted range from $2.00/sq. ft. to
$5.91/sq. ft. These sales are all commercial parcels intended for commercial
uses. All are located within close proximity to the subject site and they
provide a fairly well defined range of values prior to an application of
adjustments.

The subject motel site at 87,500 sq. ft. is large enough to support a wide range
of commercial uses, which we discussed in the Highest and Best Use Section of
this report. It is the opinion of the appraiser that Comparable No. 1 is most
similar to the subject in location and use as it was purchased for the
construction of the Comfort Inn which is built to directly compete with the
subject property and best represents the current market value of the subject
property. Therefore, we conclude that the value of the subject site is:

                    87,500 sq. ft. @ $2.75 sq. ft. = $240,625

                               Conclude  $240,000


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<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

COST APPROACH (Continued) Reproduction Cost New

The next step in the Cost Approach is to estimate the cost new of the subject
improvements. The dimensions and characteristics of the improvements have been
identified through a field inspection and analysis. There are two forms of cost
data generally available. These are Replacement and Reproduction costs.

Replacement Cost is defined in Real Estate Terminology, Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of a building having
utility equivalent to the building being appraised but built with modern
materials and according to current standards, design and layout."

Reproduction Cost is defined in Real Estate Terminology. Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of an exact duplicate or
replica using the same materials, construction standards, design, layout, and
quality of workmanship, embodying all the deficiencies, super adequacies and
obsolescence of the subject building."

The use of the replacement cost concept presumably eliminates all functional
obsolescence, and the only depreciation to be measured is physical deterioration
and external obsolescence. In this appraisal, the Marshall Valuation Service, a
nationally recognized cost service, as well as consultation with local
contractors, has been used to derive the estimate of the replacement cost. The
publishers of this manual consider the estimates to be replacement costs, but
when the cost model closely conforms in construction materials and methods to
the subject, these costs can be considered as reproduction costs.

Since the cost estimate is applied to the gross area of the subject property,
the deficiencies and other adequacies of the subject are embodied in the cost
estimate and are dealt with in the depreciation estimate. The cost utilized in
this analysis is therefore considered to represent Reproduction Costs.

This estimate is set forth on the Development Proforma located at the end of
this approach. These costs include hard costs for construction, soft costs for
architectural and engineering, soil, legal, supervision, fees and related costs;
Financing costs; leasing commissions; and rent loss during absorption.
Developers profit is added at 18 percent to account for the high level of risk
and skill required to develop hotel property.

The hard construction cost for the improvements is estimated at $72.77 per
square foot. Soft costs are estimated at 8 percent for design, architectural and
engineering; 3 percent for development overhead, and 25 percent of annual income
is estimated for opening expenses and income loss during stabilization.


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<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

COST APPROACH (continued)

Furniture, Fixtures & Equipment

The guest rooms are furnished with typical modem furnishings which include
either a single king-sized bed, two or three queen beds, side tables, desk,
dresser, chairs, table, draperies, night stands, color television with remote,
lamps, couch, clock radio and telephones. FF&E includes all the furnishings,
linens and supplies, cleaning and house keeping equipment, business office and
front desk equipment, furnishings and related personal items. We have estimated
these personal property items at a depreciated replacement value of $2,500 per
room, or $252,500.

Accrued Depreciation

Accrued depreciation is the difference between the reproduction cost of the
improvements and the market value of the improvements on the date of valuation.
Depreciation is characterized by three categories: physical, functional and
external.

Physical depreciation is evidenced by wear and tear of the structure. Functional
obsolescence is also caused by internal characteristics such as a poor floor
plan, inadequate mechanical equipment or functional inadequacy or over adequacy
due to size or other characteristics. External or economic obsolescence is
caused by conditions external to the property, such as a lack of economic demand
or changing property uses in the area, or general national or regional economic
conditions.

To establish the appropriate depreciation to be applied to the subject, the
Marshall Valuation Service has been consulted. This service collates by type of
construction and usage actual case studies of properties to produce market
derived depreciation and remaining life estimates. These studies resulted in
mathematical curves from which the depreciation for any initial life expectancy
can be computed. An additional method of estimating physical depreciation is the
Age/Life Method. This is a method of estimating incurable physical deterioration
as a percentage applied to current replacement or reproduction cost new of the
improvements. The percentage reflects the ratio of estimated effective age to
typical anticipated economic life.

The depreciation estimate for the subject property is based an effective age at
15 years and an expected life of 50 years for the improvements indicating a
depreciation estimate of 30 percent.

Located on the following page is a summary of the replacement cost new,
including depreciation and land value indication. It indicates an As Is value of
subject property, as follows:

                                   $4,000,000


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<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

                             Replacement Cost Study

<TABLE>
<CAPTION>
===================================================================================================
Development Proforma
Shilo Inn, Casper, WY
===================================================================================================

MVS: Sec. 1.1, P17, Class D, Good Current X    Local X   Adj$/sf                                   
- -------------------------------------------    -------   -------                                   
<S>                        <C>      <C>         <C>     <C>        <C>         <C>         <C>    
Base Cost:                 $69.30      1.00       1.05   $72.77                                    
Hard Costs                          Measure             $/Measure                    Cost    $/SF  
- ----------                          -------             ---------                    ----    ----  
 Building                            44,361 SF           $72.77    $3,227,928                      
 Yard Improvements                                                   $150,000                      
                                                                     --------                      
                                                                                                   
Total Hard Costs                                                               $3,377,928  $76.15  
                                                                                                   
Soft Costs                                                                                         
- ----------                                                                                         
Architectural & Engineering                       8.00%             $270,200                       
Development Overhead                              3.00%              101,300                       
Stabilization & Opening Expenses         25% of annual income        232,484                       
                                                                                                   
Total Soft Costs                                                                 $603,984  $13.62  
                                                                               ==========          
Total Improvement Costs                                                        $3,981,912  $89.76  

Entrepreneurial Profit Total          18.00%                                     $716,744  $16.16
                                                                               ==========  ------
                                                                               $4,698,657 $105.92
Depreciation Adjustment             Age/Life              % Dep.     $ Dep.
- -----------------------
Physical                              15/50               30.00%   $1,194,574

Total Depreciation                                                             $1,194,574  $26.93
                                                                               ==========  ------
Project Costs (Depreciated
 Replacement Cost)                                                             $3,504,083  $78.99

Depreciated Furniture Fixtures
 & Equipm                                             101 Units@       $2,500    $252,500

Land Valuation                         Acres        SF     $/SF    Land Value       Total
- --------------                         -----        --     ----    ----------       -----
Site Value in Fee                       2.01     87,500   $2.75     $240,625
Site Value                              2.01     87,500   $2.74                  $240,000

- ---------------------------------------------------------------------------------------------------
Indicated Value                                                                $3,996,583

Rounded                                                                        $4,000,000
                                                                               ==========
===================================================================================================
</TABLE>


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<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

                           DIRECT COMPARISON APPROACH

The Direct Comparison Approach attempts to estimate the value of the subject
property by comparing sales of similar properties within the market area of the
subject. These sales are inspected, verified as to price, terms and conditions
of the property at the date of sale, location, and income characteristics of the
property. The data are then analyzed and compared to the subject property. The
units of comparison considered significant in determining the subject's market
value are the sale price per square foot and price per unit. In addition, a
Gross Room Revenue Multiplier is derived for use as an additional measure of
value for this approach. The overall rate is also abstracted from the market
data for use in the Income Approach.

A search of the subject's regional market area was conducted to find sales of
generally comparable hotel facilities that have occurred in the recent past. A
summary of the sales that were considered most relevant for this analysis are
summarized on the following page.


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                                                                              66
<PAGE>

                         -------------------------------
                         REGIONAL SUMMARY OF HOTEL SALES
                         ===============================

<TABLE>
<CAPTION>
=========================================================================================================================
                           Date of  Year   Building   Land   Land/Bldg  No of   Gross.       Sale      Price/    Price/
No.    Location             Sale    Built    Area     Area     Ratio    Units  Area/Rm.      Price     Sq. Ft.    Unit   
=========================================================================================================================
<S>                        <C>      <C>    <C>       <C>      <C>        <C>    <C>       <C>          <C>      <C>      
1   Comfort Inn            May-95   1990   30,740    76,405   2.49 :1     58     530      $2,800,000   $91.09   $48,276  
    13207 NE 20th                           Est.                                                                         
     Avenue                                                                                                              
    Vancouver, WA                                                                                                        

2   Comfort Inn            Jun-96   1992   34,000    66,646   1.96 :1     64     531      $2,600,000   $76.47   $40,625  
    8855 SW Citizens                                                                                                     
     Drive
    Wilsonville OR

3   Ramada Inn             Oct-94   1978   68,410    16,200   0.24 :1    120     570      $8,400,000  $122.79   $70,000  
    2200 Fifth Avenue                                                                                                    
    Seattle, WA                                                                                                          

4   Travelodge             Jun-94   1961   30,820    56,912   1.85 :1     74     416      $4,200,000  $136.28   $56,757  
    4715 25th Avenue NE                                                                                                  
    Seattle, WA                                                                                                          

5   West Coast Gateway
     Hotel                 Mar-96   1990   59,074    71,165   1.20 :1    145     407     $11,218,164  $189.90   $77,367  
    18415 Pacific Highway                                                                                                
     South
    Seattle, WA

6   Best Western Hotel     Mar-95   1986   91,618   262,749   2.87 :1    147     623      $5,500,000   $60.03   $37,415  
    15901 W. Valley                                                                                                      
     Highway                                                                                                             
    Tukwilla WA
</TABLE>

================================================================== 
                                                                   
No.    Location            Comments                                
================================================================== 

1   Comfort Inn            Occupancy reported at 70 percent        
    13207 NE 20th          ADR @ $46.00. No food and beverage      
     Avenue                One meeting room, spa, pool, excercise  
    Vancouver, WA          Located near new mall.                  
                                                                   
2   Comfort Inn            Two story wood frame motel located      
    8855 SW Citizens       in suburban location.                   
     Drive                                                         
    Wilsonville OR                                                 
                                                                   
3   Ramada Inn             Four-story wood frame & stucco          
    2200 Fifth Avenue      downtown location. Renovated prior      
    Seattle, WA            to sale. $70 ADR estimate.              
                                                                   
4   Travelodge             Includes retail building (Blockbuster)  
    471525th Avenue NE     ADR est $55.00                          
    Seattle, WA            Pool, spa.                              
                                                                   
5   West Coast Gateway                                             
     Hotel                 SeaTac Airport location.                
    18415 Pacific Highway  All cash sale.                          
     South                                                         
    Seattle, WA                                                    
                                                                   
6   Best Western Hotel     Three story wood frame structure        
    15901 W. Valley        includes restaurant, spa, excercise     
     Highway               room and outdoor pool.                  
    Tukwilla WA

    Unadjusted Range:             $60.03 to $189.90 /Sq.Ft.
                                 $37,415 to $77,367 /Unit
                                 Mean: $112.76 / Sq Ft            $55,073 / Unit


                                                                              67
<PAGE>

                                [GRAPHIC OMITTED]

                         [COMPARABLE SALES MAP OMITTED]


                                                                              68
<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

                              COMPARABLE SALE NO. 1

                                [GRAPHIC OMITTED]

ADDRESS:             Comfort Inn          GRANTOR:          Ray Patel, et al.
                     13207 NE 20th        GRANTEE:          Shree Ram LLC
                      Avenue
                     Vancouver, WA        DOCUMENT #:       Na
DESCRIPTION:         Two-story wood       MARKET TIME:      Na
                      frame and stucco    NUMBER OF UNITS:  58
                      limited service     SALE PRICE:       $2,800,000
                      hotel               SALE DATE         June 5, 1995
YEAR BUILT:          1990                 TERMS:            $350,000 down
LOT SIZE:            76,405 S.F.                            seller wrapped
CONDITION:           Average/Good                           existing $1.45M
QUALITY:             Average                                1st TD with, due
                                                            in 10 years

BUILDING AREA:       30,740 S.F.          GROSS INCOME:     $685,540
LAND BLDG RATIO:     2.49:1               NET INCOME:       $288,000
PRICE/S F            $91.09               OVERALL RATE      10.29%
PRICE/UNIT:          $48,276              GRM:              4.08
FF&E:                $140,000

COMMENTS: This property is located at the Vancouver Mall north of Portland
Airport in a newly developing area. It is a newer property in good condition but
round about access. 1994 ADR reported at $46.00 and Occupancy at 70%.


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<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

                              COMPARABLE SALE NO. 2

                                [GRAPHIC OMITTED]

ADDRESS:             Comfort Inn          GRANTOR:          Mahalaxmi Inc.
                     8855 SW Citizens     GRANTEE:          Ganesh
                      Drive                                  Enterprises
                     Wilsonville, OR
DESCRIPTION:         Two-story wood       DOCUMENT #:       9603044444
                      frame limited       MARKET TIME:      Na
                      service hotel
NUMBER OF UNITS:     64
YEAR BUILT:          1992                 SALE PRICE:       $2,600,000
LOT SIZE:            66,646 S.F.          SALE DATE:        June 19, 1996
CONDITION:           Average/Good         TERMS:            $800,000 down
QUALITY:             Average                                $1,8M 1st Td
                                                            Commercial Bank

BUILDING AREA:       34,000 S.F.          GROSS INCOME:     $804,825
LAND:BLDG. RATIO:    1.96:1               NET INCOME:       $310,628
PRICE/S.F.:          $76.47               OVERALL RATE      11.95%
PRICE/UNIT:          $40,625              GRM:              3.23
F F& E:              $160,000 Est.


COMMENTS: This suburban property is located near Highway 5 and is a newer
property with good exposure but less than direct access.


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<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

                              COMPARABLE SALE NO. 3

                                [GRAPHIC OMITTED]

ADDRESS:           Ramada Inn          GRANTOR:          2200 Fifth Ave. Ltd.
                   2200 5th Avenue     GRANTEE:          Devin Corporation
                   Seattle, WA
DESCRIPTION:       Four-story over     DOCUMENT #:       9410280992
                    parking frame      MARKET TIME:      6 months
                    and stucco hotel   UMBER OF UNITS:   120
                    with restaurant/   SALE PRICE:       $8,400,000
                    lounge             SALE DATE:        October 28, 1994
YEAR BUILT:        1978                TERMS:            $3,000,000 down
LOT SIZE:          16,200 S.F.                           $5,400,000 1st Td
CONDITION:         Average                               Seafirst Bank
QUALITY:           Average             GROSS INCOME:     Na
                                       NET INCOME:       Na
BUILDING AREA:     68,410 S.F.         OVERALL RATE      Na
LAND:BLDG RATIO:   0.24:1              GRM:              Na
PRICE/S.F.:        $122.79
PRICE/UNIT:        $70,000

COMMENTS: This property is located on Fifth Avenue in the Denny Grade area of
downtown Seattle. It was renovated prior to the sale with new lobby, HVAC and
FF&E. Property leases additional parking nearby. Seller leased back property for
10 years, terms unknown. Central city location, average appeal.


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<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

                              COMPARABLE SALE NO. 4

                                [GRAPHIC OMITTED]

ADDRESS:           Travelodge             GRANTOR:       Vincent Hanna Fowler
                   4715-25 25th                           Inv.
                    Avenue NE             GRANTEE:       P.B. Investments Ltd.
                   Seattle, WA
DESCRIPTION:       One and two-story      DOCUMENT #:    9506222113
                    wood frame and        MARKET TIME:   12 month
                    stucco motel with     SALE PRICE:    $4,200,000
                    6,700 sf retail       SALE DATE:     June 22, 1994
                    building              TERMS:         All cash
NUMBER OF UNITS:   74
YEAR BUILT:        1961                   GROSS INCOME:  Na
LOT SIZE:          56,912 S.F.            NET INCOME:    Na
CONDITION:         Average                OVERALL RATE   Na
QUALITY:           Average                GRM:           Na
BUILDING AREA:     30,820 S.F.
LAND:BLDG RATIO:   1.85:1
PRICE/S.F.:        $136.28
PRICE/UNIT:        $56,757

COMMENTS: This suburban property is located north of the University of
Washington and across from University Village shopping center. The Travelodge
has a detached Blockbuster retail store on the site which enhanced the sales
price. That store is leased at $9,520 per month triple net with 7 years
remaining. Extraction of retail portion value indicates $800,000 based on
capitalization of lease income for 7 years plus reversion on the Blockbuster
lease. Residual to the Motel is S3.400,000 or $45,945 per unit and $110.32 per
square foot.


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                                                                              72
<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

                              COMPARABLE SALE NO. 5

                                [GRAPHIC OMITTED]

ADDRESS:           Westcoast Gateway        GRANTOR:       Gateway Hotel LP
                    Hotel                   GRANTEE:       Patriot American
                   18415 S. Pacific                         Hospitality
                    Highway
                   Sea-Tac, WA              DOCUMENT #:    7110-407
DESCRIPTION:       Six-Story, good          MKTG.TIME::    N/A
                    quality Class B         ROOM CT.:      145
                    hotel w/ restaurant     SALE PRICE:    $11,218,164,
                    lounge pool and         SALE DATE:     March, 1996
                    spa amenities.          TERMS:         Cash Equivalent
YEAR BUILT:        1990                     CLASS:         Limited service,
LOT SIZE:          71,165 SF(1.63 Acre)                     upper tier
CONDITION:         Good                     GROSS INCOME:  N/A
QUALITY:           Average-Good             NET INCOME:    N/A
BUILDING AREA:     59,074 SF                OVERALL RATE   N/A
LAND:BLDG RATIO:   1.20:1                   GRM:           N/A
PRICE/SF:          $189.90
PRICE/UNIT:        $77,367

COMMENTS: This property is located adjacent to the Sea-Tac International
Airport. It has one of the best proximity of the hotels along Pacific Highway.
Constructed of good quality Class B materials. Part of a five property portfolio
sale which included 3 Seattle properties, 1 in Wenatchee, and 1 in California.
Unable to obtain operating data to extract OAR, or revenue/expense ratios.


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<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

                              COMPARABLE SALE NO. 6

                                [GRAPHIC OMITTED]

ADDRESS:           Best Western             GRANTOR:       United States
                    Southcenter                             National Bank
                   15901 W. Valley          GRANTEE:       Wen & Liu
                    Highway
                   Tukwilla, WA             DOCUMENT:      95-3311394
DESCRIPTION:       Three-story and          MKTG TIME      N/A
                    one-story wood          No Of Units:   147
                    frame structures,       SALE PRICE:    $5,500,000
                    restaurant, pool &      SALE DATE:     March 31, 1995
                    spa                     TERMS:         Cash Equivalent
YEAR BUILT:        1986
LOT SIZE:          262,749 S.F.             GROSS INCOME:  N/A
CONDITION:         Average                  NET INCOME:    N/A
QUALITY:           Average                  OVERALL RATE   N/A
BUILDING AREA:     91,618 S.F.              GRM:           N/A
LAND:BLDG RATIO:   2.87 :1
PRICE/S F:         $60.03
PRICE/UNIT:        $37,415

COMMENTS: This property is regarded as the limited service hotel facility in the
Seattle-Tacoma market area. Located near Freeway across the street from newer
Embassy Suites and north of Residence Inn Hotel in a suburban location. Unable
to obtain operating data to extract OAR, or revenue/expense ratios.


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<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

DIRECT COMPARISON APPROACH (Continued)

To compare the relevant sales to the subject property, consideration has been
given to such factors as financing, market conditions, conditions of sale and
physical and economic characteristics such as location, quality of the
improvements, age and condition of the improvements, overall size and property
operation levels.

Property Rights Conveyed

This adjustment considers the differences in legal status (interest) between the
subject property and the comparable sales. Specific interests convey different
types of rights in a property that affect value. Property rights can be defined
as fee simple, leased fee and leasehold interests. All the sales used were fee
simple estates and no property rights adjustments are necessary.

Financing Adjustment

Typical income producing property sales transactions involve some combination of
mortgage financing and cash (or equity) transfer. Knowledgeable investors are
aware that the use of mortgage financing will have an effect on the yield to
equity funds. The careful structuring of the mortgage and equity components of a
transaction may produce higher returns to the equity position than the overall
return to the property (positive leverage). This process can work in the
opposite direction when the rate paid for mortgage funds exceeds the overall
rate produced by the property (negative leverage). When the terms of the sale
are atypical, the result may be a price that is higher or lower than that of a
normal market transaction. In this analysis, it is assumed that the subject is
expected to sell for cash or with the prevalent institutional financing terms
available.

The comparable sales have been reviewed in reference to their financing and
typically involved normal or large down payments with the balance typically
financed by the seller or major lending institutions at prevailing long term
rates. No secondary financing was of any particular advantage and was not
considered to affect the sale prices. Based on an analysis of the financing
terms of the comparable sales, no adjustments were required and the sales are
all cash equivalent.

Conditions of Sale

The comparables were reviewed for their conditions of sale surrounding the
transactions. Sale 4 has a retail store on site that is estimated to contribute
approximately $800,000 which results in an adjusted price to the hotel property
of $3,400,000 or $45,945 per room. Sale 5 sold to the same buyer as part of a 5
property portfolio sale. However, the prices were established for each of the
sale properties separately and no adjustment is necessary. The other sales are
not considered to require any conditions of sale adjustments since the sales
prices were all based on market value with no unusual conditions surrounding the
transactions.


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<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

DIRECT COMPARISON APPROACH (Continued)

Market Conditions

The next adjustment to the comparables is to determine any change in value
associated with the passage of time. Due to changes in market conditions between
the date of sale and the date of valuation, an adjustment must be made to
compare the comparable sale to the subject. Changes in the market conditions
often result from various causes such as inflation, deflation, changing demand
or supply and changes in the general economy. It is noted that the adjustment is
not for the passage of time itself, but for the changes in market conditions
that have occurred over the time period in question. The best indication of
value change over time is the sale and resale of the same property. The sales
used occurred between mid 1994 and mid 1996, under similar market conditions as
exist for the subject valuation. No market conditions adjustments are warranted.

Locational, Quality, Age and Condition and General Adjustments

The sales used indicate a range between $60.32 to $189.90 per square foot. They
range between $37,415 to $77,367 per unit. The sales occurred between June 1994
and June 1996 and are the best available sales comparables for use in comparison
to the subject property due to their generally similar physical and economic
characteristics.

It is noted here that we reviewed several motel/hotel sales in the local market
area which occurred in the past two years and found most to have sold at prices
below the low end of the above range. Many of those properties are locally
oriented, poorly performing properties which did not represent viable investment
alternatives to the subject and thus they were not included in our analysis. We
had to broaden our search to a regional market since we considered the subject
property to have a regional investment and market appeal. While the sales used
are not direct comparables to the subject property, generally being in urban
locations and larger market areas, they are the best indicators of the subject's
value due to its economic and market characteristics which are more similar to
the sales used than to local sales, and due to its regional identity as part of
the regional chain with a good reputation and an established guest following.

Since the validity test for all adjustments in the sales comparison approach is
what the market reaction to differences will be, we conclude that the market's
reaction to one property over another is ultimately reflected in its stabilized
operating performance. Market preferences for dozens of amenities and
characteristics including neighborhood/location, pool/spa's, exercise rooms,
restaurants. shuttle services, continental breakfasts, free movie channels etc.
are all expressed in the economic productivity of the going concern. The better
the amenity mix the more the property generates. Conversely, if the operations
and facilities fail to meet local standards and customer preferences, this will
be reflected in a lower economic performance.


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<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

DIRECT COMPARISON APPROACH (Continued)

Therefore, individual adjustments for property characteristics are not even
attempted here. Developing statistical correlation to determine the relative
contribution to total property value of various amenities or locational
characteristics would become absurdly complex. Instead we focus on the range of
values indicated on a per unit basis and on the value indicators that indicate
economic productivity and return potential. These are the gross revenue
multiplier (GRM) and the overall capitalization rate (OAR).

Gross Revenue Multipliers

We were careful to select our primary comparable sales from within the general
region of the subject property where similar economies and social factors impact
value. However when we attempted to verify income and operating expense
information for the sales referenced herein we were only able to confirm data
for two of the six sales profiled here. This is simply too small a sampling to
develop reliable GRM and OAR indicators for estimating values through the Sales
Comparison Approach. Therefore we have summarized these sales together with four
other supplementary sales for which income/expense data and GRM/OAR indicators
could be extracted and verified. These sales are summarized on the table on the
following page.

These sales represent a broader cross-section of hotel properties encompassing
limited and full service properties, and include some middle and upper tier
market operations. The subject is a recently remodeled property that is well
located within it's market area. It has stable operations, despite the loss of
revenue during 1995 due to remodeling. The GRM indicated by Sale Nos. 1 through
4 are more applicable to the subject given their overall more similar physical
and economic characteristics. We estimate a GRM in the mid 3 range to low 4
times gross revenue. We have estimated a GRM of 3.7 as applicable to the subject
property which indicates a value of:

                         $929,937 GRM x 3.7 = $3,440,767

                         Rounded              $3,440,000

Value Per Unit

Recognizing that these indicators yield somewhat divergent values, we must point
out that without a highly detailed, multi-factorial quantitative adjustment
process, the sales comparison approach is going to yield the most divergent
array of value indicators of the three approaches. Attempting to apply
"reasonable" adjustments injects so much subjectivity into the analyses that we
conclude the principal benefits of the direct sales comparison approach are
diagnostic rather than projective. They may reveal operating, economic and
functional anomalies of the subject property but in the end prove marginal at
actually predicting value.


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<PAGE>

                            ------------------------
                            SUPPLEMENTAL HOTEL SALES
                            ========================

<TABLE>
<CAPTION>
==================================================================================================================================
                             Date of   Year    Building  No of    Gross              Sale           Price/    Price/
No.  LOCATION                 Sale     Built     Area    Units   Revenue     NOI       Price        SQ. Ft.    Unit    GRM   OAR
==================================================================================================================================
<S>                          <C>      <C>       <C>       <C>   <C>         <C>        <C>          <C>      <C>      <C>   <C>   
1    Comfort Inn             May-95    1990     30,740     58   $685,540    $288,000   $2,800,000   $91.09   $48,276  4.08  10.29%
     13207 NE 20th Avenue                                                                                                   
     Vancouver, WA                                                                                                          
                                                                                                                            
2    Capital Inn/Days Inn    Jan-95    1990     29,949     81   $778,745    $373,765   $3,320,000  $110.86   $40,988  4.26  11.26%
     120 College Street                                                                                                     
     Lacey, WA                                                                                                              
                                                                                                                            
3    Quality Inn             Oct-95   1977/86   29,200    73    $685,200    $293,760   $2,625,000   $89.90   $35,959  3.83  11.19%
     1545 NE Burriside                                                                                                      
     Gresham OR                                                                                                             
                                                                                                                            
4    Comfort Inn             Jun-96    1992     34,000    64    $804,825    $310,628   $2,600,000   $76.47   $40,625  3.23  11.95%
     8855 SW Citizens Drive                                                                                                 
     Wilsonville OR                                                                                                         
                                                                                                                            
5    Ameritel Inn            Jun-96    1991     48,966    94  $1,652,218    $823,838   $6,110,000  $124.78   $65,000  3.70  13.48%
     Confidential                                                                                                            
                                                                                                                            
6    Bellevue Hilton         Aug-95    1979    122,369   180  $3,945,000  $1,107,000  $12,300,000  $100.52   $68,333  3.12   9.00%
     100 112th Street NE                                                                                                    
     Bellevue WA                                                                                                            

                                      Mean:                                                         $98.93   $49,863  3.70  11.19%
</TABLE>

     Unadjusted Ranges:            $76.47 to $124.78 /Sq.Ft.
                                  $35,959 to $68,333 /Unit  
                                     3.12 to    4.26 GRM    
                                    9.00% to  13.48% OAR    


                                                                              78
<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

DIRECT COMPARISON APPROACH (Continued)

Both the primary and supplemental sales comparables are all located outside the
subject's immediate area and are in nearby market areas. They provide a broad
indication of the subject's value on a per room basis. The subject is a newly
remodeled property with stale operations that should improve moderately in the
foreseeable future. The sales range between $5,959 to $77,367 per unit. We
believe that the subject is at the low end of that range due to it's secondary
location and generally weaker market area. We estimate a value per room for the
subject in the $30,000 to $40,000 per unit. Due to the age of the subject,
location and stable economic performance of the subject we conclude that the
subject is at the middle of the range. Therefore, we conclude on a value of
$35,000 per room or:

                    101 Units @ $35,000 per Unit = $3,535,000

                              Conclude @ $3,535,000

Correlation of Value

The two units of comparison applied indicate a range of value for the subject
property between $3,440,000 and $3,535,000. We have selected a value indication
at the middle of the two indications, as follows:

                              Conclude   $3,500,000


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<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

                                 INCOME APPROACH

The Income Approach is premised upon the principle of anticipation which holds
that value is determined by the present worth of the anticipated future
benefits. These benefits in the case of an income producing property are the net
cash flows, the reversion at the end of the holding period. and the inherent tax
benefits afforded an owner of income property.

In this approach, the value is estimated by the capitalization of the expected
future net income. Capitalization is the process of converting an income stream
into a single capital value. This is the amount that a prudent, typical informed
purchaser would pay as of the valuation date for the night to receive the
forecast net income over the specific period.

In order to make relatively accurate income and expense projections for the
subject property, we have relied on the subject's actual operating history for
the past three years, plus the trailing 12 months ended August 1996. We also
relied on market conditions, lodging industry reports and our survey of lodging
competition in the subject's area. We also analyzed local industry trends from
Star Reports as prepared by Smith Travel Research.

As a part of our analysis to develop the potential gross income of the subject,
the appraiser has conducted a survey of hotel facilities considered to be
competitive with the subject property. The survey focused on hotels which are
considered to be primary competition to the subject. These hotels are located on
the following pages.


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<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

                             COMPARABLE MOTEL NO. 1

Name of Motel:                            Comfort Inn, Casper, Wyoming

Address:                                  480 Lathrop Road

Total Number of Rooms:                    56

Room Rack Rates:                          Single Queen - $49.95 plus $5.00 per
                                          person over 1; Double Queen $49.95
                                          plus $5.00 per person over 1: Single
                                          King - $49.95 plus $5.00 per person
                                          over 1; King Suite - $54.95 plus $5.00
                                          per person over 1

Occupancy:                                Not available

Services Provided:                        Indoor pool, spa, hot tub, continental
                                          breakfast, $0.75 daily local phone
                                          charge, cable television, HBO

Restaurant:                               Adjacent to motel

Lounge:                                   Adjacent to motel

Verified With:                            Front desk, Ruben

Verified By:                              Ed Holthouse

Inspected By:                             James E. Wren and Ed Holthouse

Comments:                                 Limited service motel located two
                                          blocks from the subject. Family
                                          restaurant and lounge located adjacent
                                          to motel. Amenities include phones
                                          with daily local fee of $0.75, cable
                                          television, HBO, indoor pool, spa, hot
                                          tub, continental breakfast, similar
                                          location and construction.


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739 Luker Lane, Casper, WY
- --------------------------

                             COMPARABLE MOTEL NO. 2

Name of Motel:                            Parkway Plaza and Convention Center,
                                          Casper

Address:                                  123 West "E" Street

Total Number of Rooms:                    300 total, 268 rentable, 32 in
                                          remodeling

Room Rack Rates:                          Double Queen - 1 person - $55.00;
                                          Double Queen - 2 persons - $60.00;
                                          King- 1 person - $60.00; King - 2
                                          persons - $60.00; Suites $175.00

Average Daily Rate:                       Not available

Occupancy:                                Not available

Services Provided:                        Outdoor pool, spa. hot tub, sauna,
                                          fitness room, guest laundry, gift
                                          shop, airport shuttle, cable
                                          television, HBO, CNN, Showtime


Restaurant:                               Yes, with room service

Lounge:                                   Yes

Verified With:                            Sales Manager

Verified By:                              Ed Holthouse

Inspected By:                             James E. Wren and Ed Holthouse

Comments:                                 Full service motel located close to
                                          the Events Center and the Central
                                          Business District, amenities include
                                          convention facilities, gift shop,
                                          lounge/bar, and full service
                                          restaurant, airport shuttle, outdoor
                                          pool, spa, hot tub, fitness room guest
                                          laundry, cable television, HBO, CNN,
                                          Showtime, handicapped room, superior
                                          location, construction and condition.


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

COMPARABLE MOTEL RENT SCHEDULE NO. 3

Name of Motel:                            Hampton Inn, Casper

Address:                                  400 West "F" Street

Total Number of Rooms:                    122

Room Rack Rates:                          Doubles - 1 person - $52.00. Doubles -
                                          2 persons - $60.00, King - 1 person -
                                          $57.00, King - 2 persons - $65.00

Average Daily Rate:                       Not available

Occupancy:                                Not available

Services Provided:                        Continental breakfast, cable
                                          television, HBO, telephones, free
                                          newspaper, coffee makers in rooms,
                                          airport shuttle, outdoor pool and
                                          sauna, free passes to Y.M.C.A.

Restaurant:                               Yes

Lounge:                                   Liquor is served in restaurant, no
                                          lounge or bar

Verified With:                            Manager

Verified By:                              Ed Holthouse

Inspected By:                             James E. Wren and Ed Holthouse

Comments:                                 Full service motel with restaurant but
                                          no lounge or bar, close to Events
                                          Center and Central Business District,
                                          amenities include restaurant, outdoor
                                          pool, sauna, free cable television,
                                          HBO. airport shuttle, coffee makers in
                                          rooms, free newspaper and passes to
                                          Y.M.C.A., continental breakfast,
                                          handicapped rooms, superior location
                                          and construction.


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739 Luker Lane, Casper, WY
- --------------------------

                             COMPARABLE MOTEL NO. 4

Name of Motel:                            Holiday Inn, Casper

Address:                                  300 West "F" Street, Casper, Wyoming

Total Number of Rooms:                    197

Room Rack Rates:                          Two Doubles - 1 person - $65.00, Two
                                          Doubles - 2 persons - $65.00, King - 1
                                          person - $65.00, King - 2 persons -
                                          $65.00, Holidome - 1 person $71.00,
                                          Holidome - 2 persons - $71.00,
                                          increase to $72.00 on December 1, 1996
                                          according to management

Average Daily Rate:                       Not available

Occupancy:                                Not available

Services Provided:                        Room service, Holidome with pool, spa,
                                          hot tub, mini-golf, cable television,
                                          HBO, ESPN, fitness room, pay per view,
                                          coffee makers in rooms, airport
                                          shuttle

Restaurant:                               Yes

Lounge:                                   Yes

Verified With:                            Sales Manager - Dawn

Verified By:                              Ed Holthouse

Inspected By:                             James E. Wren and Ed Holthouse

Comments:                                 Full service motel located close to
                                          Events Center and Central Business
                                          District, restaurant with room
                                          service, lounge and bar, convention
                                          facilities, amenities include airport
                                          shuttle, coffee makers in rooms,
                                          fitness center, free newspaper, cable
                                          television, telephones, HBO, ESPN, Pay
                                          Per View, Holidome with pool, spa,
                                          mini golf, superior construction,
                                          location, and condition.


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739 Luker Lane, Casper, WY
- --------------------------

                             COMPARABLE MOTEL NO. 5

Name of Motel:                            Casper Hilton Inn

Address:                                  800 North Poplar,

Total Number of Rooms:                    229

Room Rack Rates:                          Single Queen - 1 person - $63.00,
                                          Single Queen - 2 persons - $73.00,
                                          Single King - 1 person - $70.00,
                                          Single King - 2 persons - $80.00

Average Daily Rate:                       Not available

Occupancy:                                Not available

Services Provided:                        Cable television, HBO, telephones,
                                          airport shuttle, pool, hot tub, spa,
                                          game room, fitness room, convention
                                          facilities

Restaurant:                               Yes

Lounge:                                   Yes

Verified With:                            Pam Sala, Sales Manager

Verified By:                              Ed Holthouse

Inspected By:                             James E. Wren and Ed Holthouse

Comments:                                 Full service motel located close to
                                          the Events Center and Central Business
                                          District, has full service kitchen
                                          with room service and full service
                                          bar/lounge. Amenities include airport
                                          shuttle, indoor pool, hot tub, spa,
                                          fitness room, game room, Mini-Mart,
                                          gift shop, convention services,
                                          handicapped rooms, eight suites, two
                                          hot tubs, $175.00, five small $89.00,
                                          and two bedroom with adjoining living
                                          room and conference room. Superior in
                                          construction, condition, and location.


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739 Luker Lane, Casper, WY
- --------------------------

                             COMPARABLE MOTEL NO. 6

Name of Motel:                            LaQuinta

Address:                                  301 East "E" Street. Casper

Total Number of Rooms:                    122

Room Rack Rates:                          2 Doubles - 1 person - $44.00,
                                          2 Doubles - 2 persons - $52.00,
                                          2 Doubles - 3-4 persons - $60.00,
                                          King - 1 person - $47.00,
                                          King - 2 persons -$55.00

Average Daily Rate:                       Not available

Occupancy:                                Not available

Services Provided:                        Continental breakfast, outdoor pool,
                                          fax service, cable television, HBO,
                                          Pay Per View, telephones

Restaurant:                               Dennys adjacent to motel

Lounge:                                   No

Verified With:                            Eric Kazan, Manager

Verified By:                              Ed Holthouse

Inspected By:                             James E. Wren and Ed Holthouse

Comments:                                 Limited service motel located close to
                                          the Events Center and the Central
                                          Business District, amenities include
                                          outdoor pool, fax service, continental
                                          breakfast, cable television,
                                          telephones, Pay Per View, HBO, no
                                          handicapped, Dennys Restaurant
                                          adjacent to motel, superior location
                                          but is located on a one-way street, no
                                          truck parking.


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<PAGE>

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

                                 Subject Summary

                             SUBJECT RACK ROOM RATE
                             ----------------------
================================================================================
   GUESTS   BEDS           RATE             TAX    TOTAL          KINGS
================================================================================
                         RACK RATE
                         ---------
      1       1           $45.00           $3.15  $48.15  $50.00  $3.50  $53.50
      2       1           $49.00           $3.43  $52.43  $59.00  $4.13  $63.13
      2       2           $59.00           $4.13  $63.13
- --------------------------------------------------------------------------------
                    CORPORATE/HOSPITAL
                    ------------------
      1       1           $39.00           $2.73  $41.73  $44.00  $3.08  $47.08
      2       1           $45.00           $3.15  $48.15  $49.00  $3.43  $52.43
      2       2           $49.00           $3.43  $52.43
- --------------------------------------------------------------------------------
                         TRUCKERS
                         --------
      1       1           $30.00           $2.10  $32.10  $35.00  $2.45  $37.45
      2       1           $38.00           $2.66  $40.66  $43.00  $3.01  $46.01
      2       2           $43.00           $3.01  $46.01
- --------------------------------------------------------------------------------
              SENIOR/AAA/CLERGY - 10% DISCOUNT
              --------------------------------
      1       1           $40.50           $2.84  $43.34  $45.50  $3.19  $48.69
      2       1           $44.10           $3.09  $47.19  $49.10  $3.44  $52.54
      2       2           $53.10           $3.72  $56.82
- --------------------------------------------------------------------------------
                    FEDERAL GOVERNMENT
                    ------------------
      1       1           $38.00           $2.66  $40.66  $43.00  $3.01  $46.01
      1       1           $45.00           $3.15  $48.15  $49.00  $3.43  $52.43
      2       2           $49.00           $3.43  $52.43
================================================================================

Additional Person - $8.00 Each
Roll-A-Ways - $15.00  Pet - $7.00 Cribs are Free
School/Group Rate - $45.00 1 to 4 people
School Roll-A-Ways $10.00

Seasonal or Event Rates are as follows:

"A" Rate - plus 10% Event Rate or Summer Rate
"B" Rate - Average Rate or Rack Rate
"C" Rate - 10% Winter Rate


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<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

                             COMPETITIVE HOTEL NO. 1

                                [GRAPHIC OMITTED]

                             COMPETITIVE HOTEL NO. 2

                                [GRAPHIC OMITTED]


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<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

                             COMPETITIVE HOTEL NO. 3

                                [GRAPHIC OMITTED]

                             COMPETITIVE HOTEL NO. 4

                                [GRAPHIC OMITTED]


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<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

                             COMPETITIVE HOTEL NO. 5

                                [GRAPHIC OMITTED]

                             COMPETITIVE HOTEL NO. 6

                                [GRAPHIC OMITTED]


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<PAGE>

- --------------------------------------------------------------------------------
- ----------------------              SHILO INN                  -----------------
# of Rooms         101              739 Luker Lane             Remodeled 1995-96
- ----------------------              Casper, WY                 -----------------
- --------------------------  ---------------------------------------  -----------
Building Area    44.361 sf  RECONSTRUCTED HISTORICAL OPERATING DATA
================================================================================
<TABLE>
<CAPTION>
                                                                                                              Trailing 12
                            1993                       1994                          1995                     Months 8/96 
==================================================================================================================================
<S>                       <C>        <C>       <C>     <C>        <C>       <C>     <C>        <C>       <C>     <C>        <C>   
Occupancy Rate              53.00%                       57.00%                       43.00%                       56.00% 
Average Room Rate           $38.04                       $38.80                       $40.21                       $42.28 
- ----------------------------------------------------------------------------------------------------------------------------------

REVENUES                            % Total  Per Room            % Total  Per Room            % Total  Per Room            % Total
Room Rentals              $742,178    95.4%    $7,348  $813,055    94.6%    $8,050  $630,987    94.1%    $6,247  $873,987    95.1%
Restaurant                  16,4l7     2.1%      $163    11,696     1.4%      $116     9,041     1.3%       $90    10,065     1.1%
Telephone                   14,637     1.9%      $145    27,588     3.2%      $273    24,012     3.6%      $238    27,987     3.0%
Other Income                 4,438     0.6%       $44     6,971     0.8%       $69     6,590     1.0%       $65     6,840     0.7%
- ----------------------------------------------------------------------------------------------------------------------------------
Total Revenue             $777,670   100.0%    $7,700  $859,310   100.0%    $8,508  $670,630   100.0%    $6,640  $918,879   100.0%
                                                                                                                          
EXPENSES                                                                                                                  
Departmental Expenses                                                                                                     
 Rooms Department          177,200    22.8%    $1,754   192,696    22.4%    $1,908   184,791    27.6%    $1,830   214,404    23.3%
 Food & Beverage            16,700     2.1%      $165    18,763     2.2%      $186    13,249     2.0%      $131     6,899     0.8%
 Telephone                  11,746     1.5%      $116    15,004     1.7%      $149    12,752     1.9%      $126    14,335     1.6%
                                                                                                                          
Undistributed Operating                                                                                                   
  Expenses                                                                                                                
 Administrative & General   43,076     5.5%      $426    70,716     8.2%      $700    69,864    10.4%      $692    50,889     5.5%
 Management                 38,884     5.0%      $385    42,966     5 0%      $425    33,532     5.0%      $332    45,944     5.0%
 Marketing                  29,205     3.8%      $289    34,198     4.0%      $339    31,496     4.7%      $312    38,498     4.2%
 Utilities                  51,059     6.6%      $506    46,537     5.4%      $461    46,012     6.9%      $456    51,868     5.6%
 Property Operations &                                                                                                     
  Maintenance               29,616     3.8%      $293    52,040     6.1%      $515    48,923     7.3%      $484    43,746     4.8%
 Capital Improvements        9,999     1.3%       $99    58,625     6.8%      $580    18,921     2.8%      $187     8,064     0.9%
 Miscellaneous               1,840     0.2%       $18     1,384     0.2%       $14     1,461     0.2%       $14     1,546     0.2%
                                                                                                                          
Fixed Charges                                                                                                             
 Property Tax & License     5,209     0.7%       $52     8,025     0.9%       $79     7,246     1.1%       $72     5,472     0.6%
 Insurance                  5,762     0.7%       $57     6,857     0.8%       $68     6,325     0.9%       $63     6,943     0.8%

- ----------------------------------------------------------------------------------------------------------------------------------
Total Expenses            $420,296    54.0%    $4,161  $547,811    63.8%    $5,424  $474,572    70.8%    $4,699  $488,608    53.2%

NET OPERATING INCOME      $357,374    46.0%    $3,538  $311,499    36.2%    $3,084  $196,058    29.2%    $1,941  $430,271    46.8%
</TABLE>

==================================== 

Occupancy Rate                       
Average Room Rate                    
- ------------------------------------ 
                                     
REVENUES                    Per Room 
Room Rentals                  $8,653 
Restaurant                      $100 
Telephone                       $277 
Other Income                     $68 
- ------------------------------------ 
Total Revenue                 $9,098 
                                     
EXPENSES                             
 Departmental Expenses               
 Rooms Department             $2,123 
 Food & Beverage                 $68 
 Telephone                      $142 
                                     
Undistributed Operating              
  Expenses                            
 Administrative & General       $504 
 Management                     $455 
 Marketing                      $381 
 Utilities                      $514 
 Property Operations &               
  Maintenance                   $433 
 Capital Improvements            $80 
 Miscellaneous                   $15 
                                     
Fixed Charges                        
 Property Tax & License          $54 
 Insurance                       $69 
                                     
- ------------------------------------ 
Total Expenses                $4,838 
                                     
NET OPERATING INCOME          $4,260 


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

INCOME APPROACH (Continued)

Occupancy and Room Revenue Estimates

The subject's reconstructed historical operating summary, as provided by the
Shilo Inn, is located on the previous page. Occupancy changed from 53 percent in
1993 to 57 percent in 1994, to 43 percent in 1995 and is 56 percent for the
trailing 12 months. The average daily room rate has increased moderately in the
past four years ranging from $38.04 in 1993 to $42.28 in the trailing 12
months. We expect the subject property to maintain its operation within this
range of the market for the foreseeable future.

The Smith Travel Research report located in the addenda indicates that occupancy
market wide was 53.80 percent in 1993, 53.9 percent in 1994, 52.6 percent in
1995 and is achieving 59.0 percent in the first nine months of 1996. The average
dally rates have similarly increased slightly from $38.35 in 1993 to $44.75 in
1996. These figures reflect support for the subject's operations

Based on our analysis of the competitive market area and the subject's
operations, it is our opinion that the subject will achieve an average occupancy
rate of 56 percent in 1997 and increase to stable levels of 58 percent per year
for the duration of our analysis due to the expected increase in occupancy that
should result form the renovation in progress. The average daily rate is
projected at $43.00 for year one, projected to increase at an annual rate of 3
percent per year.

Other Revenues

Other revenues include telephone income, estimated at 2.8 percent of room
revenues; restaurant lease revenue has ranged from 1.1 to 2.1 percent of room
revenue and we projected 1.2 percent in our projections; and miscellaneous other
income, from vending machines and similar items, is estimated at 0.7 percent of
room revenues. The subject's history is the best indicator of these revenue.

EXPENSE ANALYSIS

In addition to the subject's actual historical operating data, previously
presented, we have reviewed expense data as reported in Trends by PKF
Consulting, and Star Travel Research which are both located in the addenda.


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

INCOME APPROACH (Continued)

Departmental Expenses

Rooms

Room expenses include salaries, wages, payroll taxes and fringe benefits for
front desk staff and housekeeping personnel; general hotel expenses (excluding
franchise fees); guest room supplies; cleaning supplies; laundry, linen;
reservations/booking expenses; travel agent commissions; and numerous other
small expense categories. PKF industry standards indicate a range from $3,166 to
$3,950 per room. Star Research reports rooms department expenses to range from
$3,208 to $4,432. The subject's reconstructed historical data indicates a range
from $1,754 to $2,123 per room. The subject is operating at stable and
consistent levels which are below industry averages. We have projected $2,100
per room for departmental room expense which is near the subject's actual
historical performance. We believe that a typical buyer for the subject property
would a similar chain operation or even larger organization that can achieve the
same efficiencies that the current operations have demonstrated.

Telephone

Telephone expenses include monthly service charges, local and long distance
charges billed by the phone company. The subject property utilizes a discount
rate long distance provider which bills in six second increments, and offers
discounted long distance rates. Although the ratio of phone revenues to expenses
are in line with the industry standard at about 2:1, these operations comprise a
small percentage of revenue. We have utilized an expense ratio of 55 percent of
telephone revenues based on historical data.

UNDISTRIBUTED OPERATING EXPENSES

These expenses reflect the expenses and fixed overhead items which are not
attributable to any specific activity or profit center but are required to
maintain the going concern operation. These include Administrative and General
Expenses; Franchise Fees; Marketing and Guest Entertainment costs; Property
Operation and Maintenance Costs; Energy / Utility Costs and miscellaneous other
unallocated departmental costs.

Administrative and General

These expense items include: administrative staff salary/wages, payroll taxes
and benefits; bookkeeping and accounting; vehicle expenses; credit card
commissions; office supplies; printed materials; postage; professional and legal
fees; contract security; and owner/manager travel expenses, and bad debt
write-offs. PKF reveals that industry standards for administrative and general
expenses in the two property categories we compared the subject to ranged from
7.8% to 9.0%. Smith Travel indicates this expense to range from 9.1% to 9.4% for
the subject's categories. The subject expended between 5.5% and 10.4% for G&A
over the past four years. We conclude that the most subject's actual experience,
with some consideration to industry averages, is the best indicator of this
expense and have selected 6.0% for our projections.


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

INCOME APPROACH (Continued)

Management Fees

The subject property is owner operated and the primary compensation paid to the
owner managers comes in the form of profit distributions. A portion of the
executive management compensation is also accounted for in Administrative
salary/wages which are also somewhat below industry averages by several
measures. A typical market derived management fee for an operation such as the
subject should run at least 3.0%-5.0% according to most reliable sources. PKF
industry standards indicate a range for management of 2.8% to 3.1%. Smith Travel
indicates 2.8% to 3.8% for management expense in the subject's categories. The
subject has a 5 percent internal accounting management fee. We have utilized a
management fee of 5.0 percent for our projections which is above industry
standards.

Franchise and Marketing Expense

Franchise and marketing expense includes charges for regional or national chain
affiliations or franchise, expenses for advertising, promotional literature and
activities. Historically the subject has expended between 3.8% to 4.7% for
advertising and there is no franchise fee since the subject is company owned.
PKF industry standards indicate advertising expense to range from 3.7% to 3.9%
and franchise fees to range from 0.9% to 1.9%. Smith Travel indicates 3.7% to
6.6% for advertising and 1.7% to 3.5% for franchise fees. Despite the current
level of the subject's expenditures, we used the industry standards for our
projections, since we look at typical owner requirements rather than Shilo's
actual corporate profile. We have utilized a rate of 3.0% for franchise and 5.0%
for marketing, for a total of 8%, based on our estimate of the appropriate costs
for the subject property to continue to perform at current levels.

Energy / Utility Costs

Expenses in the Energy/Utility category are highly consistent over the previous
four years of operation. We note that the Pacific Northwest has the lowest
energy costs of any region of the US because of the relative abundance of
hydroelectric power. The subject has expended between 5.4 to 6.9 percent in
utility expenses in the past four years. PKF industry standards indicate a range
from 3.9 to 5.0 percent and Smith Travel indicates a range from 4.8% to 6.3%. We
have utilized 5.5 percent for our analysis based on the subject's historical
data.

Property Operations and Maintenance

This category includes automotive maintenance; Building expenses; computer
equipment and software systems; Copy Machine/Fax machine maintenance;
maintenance contracts; grounds maintenance; painting and decorating; swimming
pool/spa maintenance contracts; TV repairs; tools and other miscellaneous
expenses. The subject has historically spent between 3.8 and 7.3 percent for
repairs and maintenance which includes part of the capital improvements
performed in 1995. PKF industry standards indicate a range from 4.5 to 6.2
percent and Smith Travel indicates 4.2% to 5.2% for this item. We have utilized
a rate of 4.5 percent based on the subject's most recent historical data and
industry standards.

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

INCOME APPROACH (Continued)

FIXED CHARGES

Property Taxes

According to the county assessor, the subject's current property and personal
property taxes are $10,647. Taxes have been stable for the past four years and
are not expected to increase in the immediate future. A sale does not trigger a
reassessment. We expect future assessment increases to be in line with
historical increases. Property taxes for the subject property are estimated at
$10,600 in our projection for year one.

Property Casualty Insurance

Insurance has been consistent during the last four years between 0.7 and 0.9
percent of total revenue which is slightly below the 1.0% to 1.2% level
suggested by the industry standard data. A one year premium for fire and
extended coverage and liability has been estimated at 0.8 percent. Industry
averages are above the actual history of the subject but these are a general
indicator overall, highly dependent on location and negotiations. In the final
analysis we relied on the subject's history.

Replacement Reserves

The short-lived building components and equipment which require replacement and
for which a reserve account should be set up consist of roof covering, floor
covering, draperies, water heaters, air conditioning systems and other
mechanical systems servicing the buildings and other capital expenditures. Since
these expenses are bound to occur, we have accounted for this expense item as a
percentage of total revenue. Some of the replacement items are included in
normal maintenance, supplies and room expense items.

The International Society of Hospitality Consultants released a comprehensive
study in 1995 which examined historical industry-wide CapEx expenditures for the
10 year period from 1983 through 1993. The study, funded by 16 high profile
national and international hospitality management companies, lenders and hotel
operators concluded that the historical convention of reserving only 2%-3% of
gross revenues was inadequate for funding the actual capital outlays required to
maintain a property in a typically competitive market. They concluded that
capital expenditures for limited service properties averaged 3.7%.

They also noted that CapEx expenditures increased significantly as a hotel ages
with a spike every 7 to 9 years when major renovations of guest rooms and public
areas are required. They pointed out that properties in their survey data built
before 1981 averaged CapEx outlays of 9.6% of annual gross revenue. What this
clearly reveals is that historical reserves have been grossly underestimated and
have caused financial distress for both financiers and operators of hotel
properties. The bottom line of the study is that properties over 7 to 8 years
old, and certainly those over 10 years old will require reserves of roughly 2.5
times to 3.0 times the traditionally accepted reserve allowance. For upper-tier,
limited service properties and lower-tier, full service


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739 Luker Lane, Casper, WY
- --------------------------

INCOME APPROACH (Continued)

Capitalization Analysis

properties this will equate to a total CapEx reserves of 4%-5% at a minimum,
depending on age, method of construction, historical occupancy/use levels and
prior CapEx investment.

We have divided reserves charges into two categories: Furniture, Fixtures &
Equipment and Improvement Reserves. The furniture, fixtures and equipment used
in the operations of the subject property is charged at a rate of 3.0 percent of
total revenue based on industry standards and our estimate of the useful life of
the subject's FF&E. The improvements reserve for replacement expense is
estimated at 2.0 percent of total revenue.

Direct Capitalization: This technique employs the use of an overall rate. This
is an annual percentage rate that expresses the relationship between net
operating income and the present worth of the property. The term overall rate
reflects the fact that the rate incorporates capital appreciation or
depreciation along with a return on net income. The overall rate must represent
what informed, prudent and rational investors are requiring and obtaining for
similar, competitive properties in the current market.

Overall Rate Derivation / Direct Capitalization: The first estimate of value we
develop through the Income Approach is developed with the Direct Capitalization
Technique, which utilizes the overall capitalization rate. This is an aggregated
rate that expresses the relationship between a single year's stabilized net
operating income, and the present worth of the property. The term overall
capitalization rate, or simply, overall rate (OAR), indicates that the rate
encompasses all market derived return requirements including capital
appreciation or depreciation, a baseline return on net income, plus any risk
related return premiums dictated by the market's perception of the risk elements
attendant to ownership and operation. The overall rate should represent the
income to value ratio that typically informed, economically motivated, prudent
and rational investors would require and obtain, when investing in similar,
competitive properties in the current market.

Ideally, the market transactions referenced in the overall rate derivation
should be open market sales of regionally competitive hotel properties, with
generally similar income streams and expense ratios, The summary contained in
the Direct Comparison Approach indicates overall rates derived from only two of
the primary market comparable sales. A Supplemental Summary of Hotel Sales has
also been produced to show the overall rates indicated in a variety of other
hotel sales in a broader survey of the Pacific and Inland Northwest.

The sale of the Bellevue Hilton, which sold in August 1995, indicated an overall
rate of 9.00%. This was the lowest OAR and it could be regarded as anomalous,
relative to the other market indicators and investors surveys compiled by us. We
surmise that the price may have reflected substantial unrealized income
potential or operating economies not superficially obvious from the reported
data.


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739 Luker Lane, Casper, WY
- --------------------------

INCOME APPROACH (Continued)

The balance of the supplemental sales suggested OAR's ranging from the low 10 to
high 11 percent except for Supplemental Sale No. 5, the Ameritel Inn, which
reported an OAR of 13.48% Although the price/unit appears to fall within the
range of the other surveyed transactions, the OAR of Sale No. 5 appears well
above the indicated range for a property of it's age, and apparent quality. We
are, therefore, disinclined to emphasize the OAR of this sale as an indicator
for the subject

Capitalization Analysis

National Investor Surveys compiled from a variety of respected industry sources
provide additional insight into investor expectations and underwriting
assumptions which may me relevant to the analysis of the subject. For reader
convenience we have compiled a survey of the surveys which is presented on the
following page. The Korpacz Real Estate Investor Survey, Third Quarter 1996,
indicates the average free and clear equity overall rate for hotel properties is
12.75 percent, as compared to 12.53 percent for the previous quarter and 12.79
percent a year ago.

According to the First Quarter 1996, National Investor Survey conducted by CB
Commercial, going in cap rates for Class A, Full Service Hotel properties ranged
between 8.00% and 12.00% and average 10.30%. Class B, Limited Service Hotels
ranged from 9.00% to 13.00% and averaged 11.30%. Our classification of the
subject as an upper tier Limited service, or lower tier full service hotel
suggests an OAR in the low 11% range.

According to the First Half 1996, Hotel Investment Outlook prepared by Landauer
Hospitality Services, going in cap rates for Class A, Full Service Hotel
properties ranged between 7.00% and 13.00% and averaged 9.75%. Class B, Limited
Service Hotels ranged from 10.00% to 14.00% and averaged 11.55%. Again, our
classification of the subject as an upper tier Limited service, or lower tier
full service hotel suggests an OAR in the low 11% range.

According to TransActions 1995 Recap, published by Hotel Motel Brokers of
America the Mountain Pacific Region had an average overall rate of 12.7 percent
for all hotels and ranged between 9.4 and 14.5 percent. These sales totaled 38
hotels with an average 66 units per hotel. They had an average occupancy of
55.2% and an average daily rate of $42.68. which is lower than the subject's
operating levels. Nationally the rates ranged from 9.1% to 14.8%, and averaged
11.80% for all HMBA transactions. We observe that HMBA member brokers were
primarily involved in sales of individually owned properties and not the larger
institutional, and multi-property transactions included in the survey results
compiled by the national consulting firms. We think the HMBA transactions may
represent a slightly lower grade of properties than the subject property.


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

INCOME APPROACH (Continued) Capitalization Analysis

PKF Consulting, one of the most respected names in the hospitality industry
identifies OAR's ranging from 8.00% to 11.30% for Class A properties and an
average of 10.88%. Class B properties range from 8.50% to 14.50%, averaging
11.76%. Their results are consistent with the other industry consultants cited.

OAR Conclusion / Indication of Value

In attempting to select an appropriate OAR for the direct capitalization value
   work up for the subject we have considered the following:

o     The subject property is a middle tier, property defined by its franchise
      flag and has a high level and quality of operations and other guest
      amenities relative to its competitive market.

o     The subject property is a 17 years old hotel but has been reentry
      remodeled, is well maintained and has good appeal.

o     The current competitive position of the subject in its market area is
      fairly strong in its niche as new competition will likely be impeded by
      development costs and restrictive market conditions for new development.

Based on these factors, our Direct Sales Comparison Analyses and our survey of
hospitality industry consultants, we conclude that the appropriate OAR for
developing a value estimate for the subject property through the Direct
Capitalization Technique is 10.50%. Dividing the projected stabilized Net
Operating Income by the selected OAR yields an indication of fee simple value
for the going concern operation, as of the current appraisal date in the amount
of:

                                   $3,434,749

Yield Capitalization / Discounted Cash Flow Analysis

A discounted cash flow analysis has been made on the premise that the value of
the subject property is represented by the present worth of the anticipated
future net income stream. The projected income stream is based on an analysis of
the quality, as well as the quantity and duration, of the income expectancy.
This income stream is discounted to present value using a discount factor and
then added to the present worth of the property reversion. The property
reversion is calculated by capitalizing the net income from the property into an
indication of value using a capitalization rate extracted from the general
market data of similar properties. This value is then discounted to present
worth.


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739 Luker Lane, Casper, WY
- --------------------------

INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

In this analysis, we utilize a ten-year discounted cash flow projection which
represents the underwriting convention of the industry. Although we have not
profiled specific survey results we note that the average holding period for
hotel investments, according to at least two national consultants ranges from 6
to 10 years. One source referenced a 6.27 year average holding period in 1995
while the other referenced a 7.1 year average holding period. Ten to eleven
years, the period covered in our analyses, probably represents the outer limits
of what most investors reasonably anticipate as an investment holding period
since profit taking (dispositions) and normal business cycles seem to occur in
rolling five to seven year intervals.

Revenue and Expense Growth Rate

The survey results are self explanatory. We note that the emerging trend among
analysts and underwriters is a very thin but widening margin between income and
expense growth rates, with revenues leading. As this margin widens the positive
impact on value indications becomes geometric, and we think unreliable. As of
the date of this writing, one market watcher suggests that a rate differential
of 12 to 15 basis points represents the current market thinking. We think such
an assumption may be plausible during the early phases of an industry or
national economic recovery when revenue gains do generally exceed expense growth
rates by meaningful margins. Our perception is that strong industry performance
during the last two plus years will breed new competition placing downward
pressure on revenue growth. Nevertheless, industry vendors, subcontractors and
county tax assessors, not wanting to miss out on the "good times" should
continue with healthy price and assessment increases over the next couple years.
We think it prudent, therefore, to project both revenue and expense growth at
the same levels over the long haul. The survey results lead us to conclude on
annual growth factors of 3.00% for both revenue and expenses.

Terminal Capitalization Rate

Our rate selection is based on the survey results previously presented and our
perceptions of the subject property and its competitive position in the local
market. The survey results suggest that terminal capitalization rates generally
exceed the going in rates by 25 to 100 basis points. Utilizing moderate growth
rate assumptions, CapEx reserves, and moderately conservative discount rates (to
be discussed next) leads us to select a terminal cap rate 100 basis points above
the going in rate, or 11.50%.


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739 Luker Lane, Casper, WY
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INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

Discount Rate Selection

The discount rate we utilized reflects the long term yield expectations of hotel
market investors, relative to other alternative investment opportunities in the
real estate markets available today. It also reflects current financial market
conditions and the perceived risk, quality and duration of the income stream
anticipated from each prospective investment. The yield rate used in the
Discounted Cash Flow Analysis is anticipatory rather than historical in its
reference point. The rate should consider all benefits and risks attendant to
the ownership and operation of that particular class of income property, and may
also anticipate tax considerations and leveraging issues that non-realty
investments do not. The appropriate rate is that minimum rate that the
individual, institutional or real estate investor considers a minimal acceptable
return on investment over the particular projection period analyzed. It may be
regarded as a hurdle rate, below which, the typical market investor would not
find sufficient returns to justify the investment, given the risks and
responsibilities attendant to that investment.

We have utilized two means of identifying an appropriate discount rate for the
subject property analyses. These are:

o     Survey of investors acceptable yield rates

o     Capital market returns analysis plus risk rate

The National Investor Surveys previously referenced summarize the return
expectations of institutional and individual investors as they have been
compiled by five of the hospitality industry's most familiar and respected
consultants. Altogether they reveal a typical range of discount rates from 10.0%
to 20.0% with a convergent grouping of averages and medians clustered between
14.00% and 15.00%.

Built up Yield Rates can provide another indication of investors' motivations
and expectations regarding long term equity returns. These may be developed or
"built up" from the bond markets and other long term capital markets. However,
the quality and durability of a real estate income stream, and the marketability
of real property is generally considered less reliable (predictable) than other
capital market investments. Investors may purchase relatively risk free treasury
funds and sell them almost immediately when he or she chooses. Investments in
real estate require additional risk based yield premiums to compensate for their
additional risks and illiquidity. Therefore, one simple technique for estimating
the appropriate yield rate for real estate in general. and hotels specifically,
is to explore the yield relationships between relatively "risk free" investments
and real estate investments.


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INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

According to a market yield rate survey conducted by Real Estate Research
Corporation, the difference in yield rates between real estate and other
selected capital market investments over the last four quarters ranged from 2.4
percent to 5.6 percent. These differences may be regarded as market perceptions
the additional risks and illiquidity premiums required of real estate
investments in general. Comparing yield rates on investment grade real estate to
hotel investments reveals an additional yield rate differential of 1.00% to
3.00% which investors require of management intensive real estate such as
hotels. Hotels are actually much more than real estate operations. They are in
fact going concern business operations which are real estate intensive. The
additional management expertise and risks attendant to such enterprises dictates
another level of yield compensation. The following table shows some recently
published yields on bonds, which are an indication of long term investor's
pre-tax "safe rate" equity yield requirements:

                           Yields on Selected Securities
============================================================================
       Period           Aaa       Baa         Treasury         Treasury
                       Bonds     Bonds       Securities       Securities
                                            (Long Term)      (Five Year)
============================================================================
============================================================================
     March 1995        8.12%     8.70%         7.45%            7.05%
============================================================================
============================================================================
   September 1995      7.32%     7.93%         6.55%            6.00%
============================================================================
============================================================================
     April 1996        6.80%     7.47%         6.05%            5.36%
============================================================================
============================================================================
      Average          7.41%     8.03%         6.68%            6.14%
============================================================================

Based on the stability of the revenues and potential marketability of the
subject as discussed previously, the discount rate could be reflected as
follows:

"Risk Free" Capital Market Return Rate:         8.00% +/-
Real Estate Risk and Illiquidity Premium:       4.00% +/-
Hotel-Going Concern Risk based premium:         1.00% +/-
                                                ----     

Total Return Expectation-Going Concern Hotels:  13.00% +/-

Based on the National Investor Surveys, the capital market risk based premium
rationale, and the specific characteristics of the subject property previously
enumerated we conclude the appropriate yield rate (IRR) to be utilized in the 10
year DCF is 13.00%.


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                                                                             101
<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

Net Reversionary Value

The last component we must consider in the long term discounted DCF analysis is
the net reversionary interest in the property. The yield analysis explicitly
assumes full capital recovery at the end of the holding period, which is another
way of saying the sale or disposition of the property. Calculating a net
reversionary value is accomplished through a simple direct capitalization
technique utilizing the projected Year 11 NOI, and an appropriate terminal
capitalization rate. From the direct capitalization value indication we deduct
estimated selling costs, which will include brokers commissions, title costs,
legal costs and escrow fees. This net reversionary value is included in the Year
10 cash flow projections and is identified as the NOI + Reversion in the 10 Year
DCF spreadsheet on the following page.

Discounting the projected operational cash flows plus net reversionary value in
Year 10, by the appropriate yield rate produces an indication of Net Present
Value (NPV) in the amount of:

                                   $3,555,904

Correlation of Value Indications

The discounted cash flow schedule is located on the following page which
contains the income, expenses, discounting, reversion and direct capitalization.
We have given the discounted cash flow analysis indication relatively greater
weight since occupancy is projected to increase slightly in year 2. The
indicated values and conclusion of value, of the Fee Simple estate, via the
Income Approach are summarized below:

             Direct Capitalization - Fiscal 1997 Income - $3,434,749

                   Discounted Cash Flow Analysis - $3,555,904

                               Rounded $3,500,000


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James Ratkovich & Associates, Inc.
                                                                             102
<PAGE>

<TABLE>
<CAPTION>
                                    SHILO INN
# of Rooms                       101      739 Luker lane
Growth Rate                       30      Casper WY
- -----------------------------------------------------------------------------------------------------------------------------------
                             % Total    1            2        3           4           5           6           7           8        
Fiscal Year (12/1 TO 11/30)  Revenue   1997         1998     1999        2000        2001        2002        2003        2004      
===================================================================================================================================
<S>                           <C>     <C>          <C>       <C>         <C>         <C>         <C>         <C>         <C>       
Room Nights Available                   36,865       36,865      36,865      36,865      36,865      36,865      36,865      36,865
Number of Occupied Rooms                20,644       21,382      21,382      21,382      21,382      21,382      21,382      21,382
Occupancy Rate                          56.00%       58.00%      58.00%      58.00%      58.00%      58.00%      58.00%      58.00%
Average Room Rate                       $43.00       $44.29      $45.62      $46.99      $48.40      $49.85      $51.34      $52.88
- -----------------------------------------------------------------------------------------------------------------------------------

REVENUES                                           
 Room Rentals                 95.47%  $887,709     $946,995    $975,405  $1,004,668  $1,034,808  $1,065,852  $1,097,827  $1,130,762
 Telephone                     2.80%    24,856       26,516      27,311      28,131      28,975      29,844      30,739      31,661
 Restaurant Revenue            1.20%    11,158       11,492      11,837      12,192      12,558      12,935      13,323      13,723
 Other Income                  0.70%     6,214        6,629       6,828       7,033       7,244       7,461       7,685       7,915
                              -----------------------------------------------------------------------------------------------------
Total Revenue                 100.0%  $929,937     $991,633  $1,021,382  $1,052,023  $1,083,584  $1,116,091  $1,149,574  $1,184,061
                                                   
EXPENSES                                           
Departmental Expenses                              
 Rooms ($/room/year)          $2,100  212,1110      218,463     225,017     231,767     238,720     245,882     253,258     260,856
 Telephone (% of                                   
  Departmental Income)         55.0%    13,671       14,584      15,021      15,472      15,936      16,414      16,907      17,414
                              -----------------------------------------------------------------------------------------------------
Total Departmental Expenses    24.3%  $225,771     $233,047    $240,038    $247,239    $254,656    $262,296    $270,165    $278,270
                                                   
Undistributed Operating                            
  Expenses                                         
 Administrative & General       6.0%    55,796       57,470      59,194      60,970      62,799      64,683      66,624      68,622
 Management                     5.0%    46,497       49,582      51,069      52,601      54,179      55,805      57,479      59,203
 Furniture, Fixtures &                             
  Equipment Revenues            3.0%    27,898       29,749      30,641      31,561      32,508      33,483      34,487      35,522
 Franchise & Marketing          8.0%    74,395       79,331      81,711      84,162      86,687      89,287      91,966      94,725
 Utilities                      5.5%    51,147       54,540      56,176      57,861      59,597      61,385      63,227      65,123
 Property Operations &                             
  Maintenance                   4.5%    41,847       44,623      45,962      47,341      48,761      50,224      51,731      53,283
 Miscellaneous                  1.0%     9,299        9,916      10,214      10,520      10,836      11,161      11,496      11,841
                              -----------------------------------------------------------------------------------------------------
Total Undistributed Expenses   33.0%  $306,879     $325,211    $334,967    $345,016    $355,367    $366,028    $377,009    $388,319
                                                   
Total Expenses Before Fixed                        
  Charges                      57.3%  $532,650     $558,258    $575,005    $592,256    $610,023    $628,324    $647,174    $666,589
Income Before Fixed Charges    42.7%  $397,287     $433,375    $446,376    $459,768    $473,561    $487,767    $502,401    $517,473
                                                   
Fixed Charges                                      
 Property Tax & License         1.1%    10,600       10,918      11,246      11,583      11,930      12,288      12,657      13,037
 Insurance                     0.80%     7,439        7,663       7,893       8,129       8,373       8,624       8,883       9,150
 Buildings Reserve for                             
  Replacement                   2.0%    18,599       19,157      19,731      20,323      20,933      21,561      22,208      22,874
                              -----------------------------------------------------------------------------------------------------
Total Fixed Charges             3.9%   $36,638      $37,737     $38,869     $40,036     $41,237     $42,474     $43,748     $45,060
                                                   
NET OPERATING INCOME           38.8%  $360,649     $395,638    $407,507    $419,732    $432,324    $445,294    $458,653    $472,412
Present Value of Income                            
  Stream                               319,158      309,842     282,423     257,430     234,648     213,883     194,955     177,702
 Discounted at                13.00%
Total Present Value of
  Income Stream                                  $2,299,660
</TABLE>


# of Rooms                  
Growth Rate                 
- ------------------------------------------------------------------- 
                                  9          10          11         
Fiscal Year (12/1 TO 11/30)      2005       2006        2007        
=================================================================== 

Room Nights Available               36,865      36,865      36,865  
Number of Occupied Rooms            21,382      21,382      21,382  
Occupancy Rate                      58.00%      58.00%      58.00%  
Average Room Rate                   $54.47      $56.11      $57.79  
- ------------------------------------------------------------------- 
                                                                    
REVENUES                                                            
 Room Rentals                   $1,164,685  $1,199,626  $1,235,614  
 Telephone                          32,611      33,590      34,597  
 Restaurant Revenue                 14,134      14,558      14,995  
 Other Income                        8,153       8,397       8,649  
                              ------------------------------------- 
Total Revenue                   $1,219,583  $1,256,171  $1,293,856  
                                                                    
EXPENSES                                                            
Departmental Expenses                                               
 Rooms ($/room/year)               268,682     276,742     285,045  
 Telephone (% of                                                    
  Departmental Income)              17,936      18,474      19,028  
                              ------------------------------------- 
Total Departmental Expenses       $286,618    $295,217    $304,073  
                                                                    
Undistributed Operating                                             
  Expenses                                                          
 Administrative & General           70,681      72,801      74,985  
 Management                         60,979      62,809      64,693  
 Furniture, Fixtures &                                              
  Equipment Revenues                36,587      37,685      38,816  
 Franchise & Marketing              97,567     100,494     103,508  
 Utilities                          67,077      69,089      71,162  
 Property Operations &                                              
  Maintenance                       54,881      56,528      58,224  
 Miscellaneous                      12,196      12,562      12,939  
                              ------------------------------------- 
Total Undistributed Expenses      $399,968    $411,967    $424,327  
                                                                    
Total Expenses Before Fixed                                         
  Charges                         $686,587    $707,184    $728,400  
Income Before Fixed Charges       $532,997    $548,987    $565,456  
                                                                    
Fixed Charges                                                       
 Property Tax & License             13,428      13,831      14,246  
 Insurance                           9,424       9,707       9,998  
 Buildings Reserve for                                              
  Replacement                       23,560      24,267      24,995  
                              ------------------------------------- 
Total Fixed Charges                $46,412     $47,805     $49,239  
                                                                    
NET OPERATING INCOME              $486,584    $501,182    $516,217  
Present Value of Income                                             
  Stream                           161,977     147,642              
 Discounted at                                                      
Total Present Value of        
  Income Stream             

REVERSION ANALYSIS
- ---------------------------------
 Eleventh Year Income                 $516,217
 Reversion Capitalized @                11.50%
 Reversion                          $4,488,848
 Less Sales Expense                       5.0%
 Net Reversion                       4,264,405
 Discount rate                          13.00%
 Present Value of Reversion                      $1,256,244
                                                 ----------
TOTAL PRESENT VALUE                              $3,555,904

Concluded Value via Income
  Approach                                       $3,500,000     $34,653 /Room
                                                 ==========

 DIRECT CAPITALIZATION
************* ************* **********
 Net Operating Income         $360,649
     (1997)
 Overall Rate                   10.50%
                            ----------
 Indicated Value            $3,434,749


                                                                             103
<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

                          RECONCILIATION AND CONCLUSION

             Cost Approach                       $4,000,000
             Market Approach                     $3,500,000
             Income Approach                     $3,500,000

The approaches have various degrees of applicability depending on the
circumstances. The Cost Approach is usually relied upon when the improvements
are new, or nearly new and are fully utilized for their designed intent. The
Income Approach indicates the amount at which a prudent investor would pay for
the property. The Direct Comparison Approach reflects actual prices paid for
similar properties reduced to a unit of comparison.

The variance between the approaches does not invalidate any of them and is
expected since each approach reflects the differing attitudes and motivations of
the various sectors of the real estate market.

In this analysis, the Cost Approach is given the least weight due to its
limitations in being able to accurately reflect current market conditions, and
going concern elements of value. These conditions are directly related to the
income generating ability of the subject, which is best analyzed within the
Income Approach. The Cost Approach may therefore represent the least reliable
data source, and the method least likely to be referenced by the typical
investor. However, it would be of interest to anyone exploring the feasibility
of developing new facilities. Here their principal concern is whether functional
properties can be acquired for less than their current replacement cost. If the
answer were "yes", the decision to acquire rather than build should result.

The Sales Comparison Approach is based upon the principle of substitution. It is
based on the premise that an informed investor will pay no more than the cost to
acquire a similar, competitive property with the same utility as the subject. In
this analysis, numerous sales of comparable properties were surveyed and
analyzed and adjusted to compare to the subject. The strength of this approach
is that it is the purest reflection of market intentions with regard to the
subject. It's weakness is that it is the most difficult of all approaches to
verify and quantify since appraisers rarely have access to complete financial
and transactional records for sale comparables. Properly allocating value to
real estate, FF&E and other business components and verifying the actual and
projected operating revenues and expenses are several of the challenges
appraisers face. Developing market supported quantitative and qualitative
adjustment factors is also extremely problematic. Therefore, individual
interpretations of reported sale data can be somewhat varied which tends to make
value indications developed through this approach highly subjective. While data
reliability can be rather poor in some instances, this approach is generally
utilized by market participants for developing reasonable bracketing of value
and key benchmark ratios which are utilized in the primary valuation approach,
The Income Approach.


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James Ratkovich & Associates, Inc.
                                                                             104
<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

RECONCILIATION AND CONCLUSIONS (Continued)

The Income Approach is the primary approach utilized in estimating the value of
the subject. It has the benefit of generally being the most reliable approach,
since operating projections are developed from the detailed records of the
owners. It also is the approach given the most weight by knowledgeable market.

Participants who base the bulk of their investment decision making on projected
return analyses. Value estimates are developed through detailed economic data
including occupancy levels and ADR's through application of direct
capitalization rates and discount rates. Numerous well respected consultants and
industry leaders perform research and publish data which aids the appraiser in
formulating opinions of value. Clearly, the Income Approach is the most reliable
and verifiable of the three approaches and is also the de facto standard
utilized by all knowledgeable market participants. Therefore, the value
conclusions presented herein place the greatest weight on the indications of
value developed through the Income Approach.

Based on the foregoing analysis, the opinion has been formed by the appraisers
that the market value of the subject hotel property, as a going concern with all
furniture fixtures and equipment, subject to the limiting conditions included in
this report, as of December 1, 1996, of the Fee Simple Estate, As Is, was:

                                   $3,500,000

                      (Including Value of FF&E - $252,500)


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James Ratkovich & Associates, Inc.
                                                                             105
<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

                                  CERTIFICATION

The undersigned appraisers hereby certify that, to the best of their knowledge
and belief:

The statements of fact contained in this report are true and correct.

The reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions, and are our personal, unbiased
professional analyses, opinions, and conclusions.

We have no present or prospective interest in the property that is the subject
of this report, and have no personal interest or bias with respect to the
parties involved.

Our compensation is not contingent on an action or event resulting from the
analyses, opinions, or conclusions in, or the use of, this report.

Our analyses, opinions, and conclusions were developed, and this report has been
prepared, in conformity with the Uniform Standards of Professional Appraisal
Practice.

In addition to the undersigned Mr. James E. Wren SRPA. Wyoming Certified general
Appraiser No. 15 performed the field inspection, site, improvements, area and
competitive market analysis and land valuation.

James E. Wren made a personal inspection of the property that is the subject of
this report. Mr. Hammad did not inspect the property.

The reported analyses, opinions and conclusions were developed, and this report
has been prepared, in conformity with the requirements of the Code of
Professional Practice of the Appraisal Institute.

The use of this report is subject to the requirements of the Appraisal Institute
relating to review by its duly authorized representatives.

This appraisal assignment was not based on a requested minimum value, a specific
value or the approval of a loan.

As of the date of this report, M. Hammad has completed the requirements of the
continuing education program of the Appraisal Institute.


/s/ M Hammad
- ----------------------------
M Hammad, MAI
Certified General Appraiser
CA No. AG002849


- ----------------------------------
James Ratkovich & Associates, Inc.
                                                                             106
<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

                           STATEMENT OF QUALIFICATIONS
                                  M HAMMAD. MAI

PROFESSIONAL AFFILIATIONS

   MAI, Member Appraisal Institute #10,868
   GAA, General Accredited Appraiser, National Association of Realtors
   Member San Fernando Valley Board of Realtors

EXPERT WITNESS

Qualified as expert witness before Los Angeles County and Orange County
Superior Courts and US Federal Bankruptcy Court and American Arbitration
Association.

EDUCATION

University of California, Los Angeles (UCLA)
BA in Economics - 1977

LICENSES

   Certified General Appraiser, California
   #AG002849, Expires 2/1/97
   Real Estate Broker, State of California

PROFESSIONAL HISTORY

HAMMAD & ASSOCIATES, INC. Studio City, CA                    1988 to Present

President

   Principal of real estate appraisal and consulting firm in commercial,
   industrial and income producing residential properties.

MARSHALL & STEVENS, Los Angeles, CA                          1986 to 1988

Director of Real Estate Valuation

   Manager and director of real estate appraisal group specializing in the
   appraisal of commercial and industrial real estate for large investors,
   corporations and major financial institutions.

WELLS FARGO REALTY ADVISORS, Marina Del Rey, CA              1985 to 1986

Assistant Vice President

   Appraisal officer specializing in appraisal of major properties for
   portfolio analysis, proposed joint venture developments and financing.

LAVENTHOL & HORWATH, Los Angeles, CA                         1984 to 1985

Associate Appraiser

   Assisted the National Director of Valuations in developing a new appraisal
   practice that specialized in hotel and motel valuation, mixed use and
   commercial real estate appraisal and feasibility analysis.


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James Ratkovich & Associates, Inc.
                                                                             107
<PAGE>

739 Luker Lane, Casper, WY
- --------------------------

                                     ADDENDA


- ----------------------------------
James Ratkovich & Associates, Inc.
                                                                             108
<PAGE>

                                LEGAL DESCRIPTION

According to the Deed Records of Natrona County, the subject property is legally
described as follows:

A parcel located in and being a portion of L & L Addition No. 2 to the Town of
Evansville, Wyoming and a subdivision of a part of the N/2SW/4, Section 1,
Township 33 North, Range 79 West of the Sixth Principal Meridian, Natrona
County, Wyoming, said parcel being more particularly described by metes and
bounds as follows:

Commencing at a point which marks the southerly corner common to said L & L
Addition No. 2 and Block 1 of Lierd and Miracle Addition to the Town of
Evansville, Wyoming; thence along the southwesterly line of said L & L Addition
No. 2, N68(degrees)46'W, 9.59 feet to an angle point therein; thence
S89(degrees)56'W, 1.06 feet to a point and southeast corner of said parcel and
the Point of Beginning; thence from said Point of Beginning and along the
southerly line of said parcel, S89(degrees)56'W, 500.00 feet to a point and
southwest corner of said parcel; thence along the westerly line of said parcel
and into said L & L Addition No. 2, N0(degrees)01'W, 175.00 feet to a point and
northwest corner of said parcel; thence along the north line of said parcel,
N89(degrees)56'E, 500.00 feet to the northeast corner of said parcel; thence
along the easterly line of said parcel, 50(degrees)01'E, 175.00 feet to the
southeast corner of said parcel and the Point of Beginning and containing 2.0087
acres, more or less.
<PAGE>

                                RESTAURANT LEASE

                           SHILO INN - CASPER, WYOMING

SHILO: Shilo Management Corporation, dba Shilo Inns

TENANT: Casper Restaurant Corp., a Wyoming Corporation

                                    RECITALS

A. Shilo manages the Shilo Inn, Casper, Wyoming, located at 739 Luker Lane,
Casper, Wyoming (the "Hotel").

B. Tenant desires to lease the restaurant, lounge and meeting and banquet rooms
located in the restaurant building (the "Premises") from Shilo. (The Premises
are also sometimes referred to herein as the "Restaurant." The entire Hotel and
Restaurant complex is sometimes referred to herein as the "Hotel/Restaurant.")

THE PARTIES AGREE AS FOLLOWS:

1. Shilo leases the Premises to Tenant, and Tenant leases the Premises from
Shilo, on the terms and conditions contained in this Lease.

2. The term of the Lease shall be approximately fifteen (15) years commencing
September 15, 1994, and ending September 30, 2009.

3. The monthly rent shall consist of a basic dollar amount (the "Base Rent"), or
a percentage of sales (the "Percentage Rent") whichever is greater. The
Percentage Rent shall be based upon Gross Sales as defined in paragraph 3.5
below.

      3.1 The monthly rent shall be as follows:

            3.1.1 From September 15, 1994, through September 30, 1996: $750.00
per month Base Rent, or Percentage Rent of 3.0% of Gross Sales, whichever is
greater.

            3.1.2 From October 1, 1996, through September 30, 1999: $1,000 per
month Base Rent, or Percentage Rent of 4.0% of Gross Sales, whichever is
greater.

            3.1.3 From October 1, 1999, through September 30, 2005: $1,500 per
month Base Rent, or Percentage Rent of 5.0% of Gross Sales, whichever is
greater.

            3.1.4 From October 1, 2005, through September 30, 2009: $2,000 per
month Base Rent, or Percentage Rent of 6.0% of Gross Sales, whichever is
greater.


Page 1. Restaurant Lease (Casper, Wyoming)
<PAGE>

      3.2 In addition to the Base Rent and Percentage Rent provided for herein,
Tenant shall pay, as additional rent, the following items:

            3.2.1 One hundred percent (100%) of the bill for water and sewer,
gas, electricity, and any other utilities for the Premises (all such utilities
are metered separately from the Hotel). With respect to those utilities for
which there is potential liability to Shilo, or a potential for a lien upon the
Hotel/Restaurant if not paid (such as, for example, sewer and water), the bill
will be paid by Shilo, and Tenant will reimburse Shilo as part of the Rent
Statement as described in paragraph 3.4 below.

            3.2.2 One hundred percent (100%) of the garbage bill for the
Premises (Tenant shall arrange for Tenant's own garbage service). Tenant shall
arrange for a separate billing, if possible, for Tenant's garbage service.

            3.2.3 One hundred percent (100%) of the telephone bill for the
Restaurant and Lounge. (Tenant shall obtain telephone numbers separate from the
Hotel for Tenant's restaurant and catering operations.)

            3.2.4 Twenty-five percent (25%) of the total costs of a maintenance
employee (which employee shall be employed by the Hotel). Total costs shall
include, but not be limited to, the employee's wages, employer taxes, employer
paid unemployment and workmen compensation insurance costs, medical insurance
and fringe benefits (if any). Tenant's share shall be collected monthly, in
advance, as part of the monthly Rent Statement.

            3.2.5 Twenty-five percent (25%) of the real property taxes for the
entire Hotel/Restaurant. Tenant's share shall be estimated annually by Shilo,
and one-twelfth (1/12th) thereof shall be collected monthly, in advance, as part
of the monthly Rent Statement. Upon receipt of the real property tax statement
for each year, any additional sum owing by Tenant for its share shall be billed
to Tenant by Shilo and promptly paid by Tenant; and the monthly tax reserve
payment shall be adjusted as needed. If the amount collected from Tenant on
account of taxes are in excess of Tenant's share of the taxes, the excess amount
shall be credited to Tenant. Tenant shall be responsible for any increase in the
amount of the real property taxes required by law, except that Tenant shall not
be required to pay any increase in the real property taxes caused by a sale of
the Hotel/Restaurant.

            3.2.6 One hundred percent (100%) of the personal property tax on the
personal property used in the operation of the leased Premises, including, but
not limited to, all of the personal property owned by Shilo but used by Tenant
under this Lease ("Shilo's Restaurant Equipment") (see paragraph 14) .
One-twelfth


Page 2. Restaurant Lease (Casper, Wyoming)
<PAGE>

(1/12th) of the estimated amount of such taxes shall be collected monthly, in
advance, as part of the Rent Statement, and the amount of the reserve shall be
adjusted annually in the same manner as described in subparagraph 3.2.5.

            3.2.8 Twenty-five percent (25%) of the fire and casualty insurance
premium for the entire Hotel/Restaurant, and twenty-five percent (25%) of the
portion of the premium for Shilo's umbrella liability insurance allocated to the
Hotel/Restaurant, and twenty-five percent (25%) of the portion of Shilo's
insurance agent's fee allocated to the Hotel/Restaurant. The amount of the
premium and fees allocated to the Hotel/Restaurant shall be as determined by
Shilo's insurance agent and reflected on Shilo's master policy and/or premium
notice. Tenant's share of the insurance shall be determined by Shilo annually,
and one-twelfth (1/12th) thereof shall be collected monthly, in advance, as part
of the Rent Statement. Adjustments to the insurance reserve shall be made
annually in the same manner as the tax reserve.

            3.2.9 One hundred percent (100%) of the reserve (the "Replacement
Reserve") for Shilo's Restaurant Equipment. The Replacement Reserve shall be one
percent (1.0%) of Tenant's Gross Sales, calculated monthly, and shall be
collected in arrears as part of the Rent Statement. The Replacement Reserve
shall be administered as set forth in paragraph 14.2 below.

      3.3 Base Rent for each other month during the term of this Lease, together
with Tenant's share of taxes, insurance, and the maintenance employee's and
security guard's salaries for such month shall be paid not later than the fifth
(5th) day of the month. Any additional sums owing for Percentage Rent,
Replacement Reserves, and utilities paid by Shilo, with respect to each month
shall be paid not later than the fifth (5th) day of the next month. At the end
of the Lease, Tenant's Percentage Rent, and additional rent for utilities, if
any, for the final month of the Lease (for which a reasonable estimate shall be
made) shall be paid not later than the end of the Lease term.

      3.4 Tenant shall complete and deliver to Shilo a form (the Rent Statement)
showing the various categories of Gross Sales, as specified by Shilo, for the
prior month. The Rent Statement shall be in such format as Shilo shall from time
to time specify. Each monthly Rent Statement shall also show the Base Rent for
the then current month, Tenant's payment for the current month for taxes and
insurance, Tenant's share of the cost of the maintenance employee and security
guard, Tenant's cost for the prior month for any utilities for which Shilo is
entitled to reimbursement, any sum owing for the prior month for Percentage
Rent, the amount owing for Replacement Reserve, the amount collected by the
Hotel for room service, the collection fee charged by Shilo for the room
charges, and any other items which Tenant is to pay monthly under this Lease,
and such additional items as Shilo and Tenant may hereafter


Page 3. Restaurant Lease (Casper, Wyoming)
<PAGE>

agree to include on such Rent Statement. Shilo and Tenant shall cooperate with
each other to obtain the information necessary to complete the Rent Statement.
The net amount of Rent, if any, owing by Tenant to Shilo shall be paid, together
with the delivery of a properly completed Rent Statement, not later than the
fifth (5th) of each month. Rent shall be delinquent if not paid by Tenant and
received by Shilo by the tenth (10th) day of each month. Shilo shall have the
right to issue its late payment notice (as provided in paragraph 24) at any time
after the tenth (10th) day of the month. If the net amount of Rent is not paid
and actually received by Shilo by the tenth (10th) day of the month, a late
payment penalty of One Hundred Twenty-Five Dollars ($125.00) per day shall be
assessed, beginning with the eleventh (11th) day, for every day late after the
tenth (10th); and, in addition, the amount past due shall bear interest at the
rate of one and one-half percent (1.5%) per month until paid. The late payment
penalty and interest shall be in addition to all other remedies to which Shilo
is entitled under this Lease. If any sum is owing to Tenant by Shilo under the
Rent Statement, net of any other sums owing to Shilo by Tenant, the amount owing
shall be paid to Tenant by Shilo not later than ten (10) days after receipt of a
properly completed Rent Statement.

      3.5 The term "Gross Sales" shall include the total of all receipts from
the sales of food, alcoholic and non-alcoholic beverages sold by the Tenant in,
on or from the leased Premises during the term of this Lease but after deducting
therefrom all bona fide credits, allowances, refunds, and charges. Proceeds from
vending machines, coin-operated devices, including, without limiting the
generality of the foregoing, telephone pay stations, musical devices, amusement
devices and the like, shall also be included in Gross Sales. Gross Sales shall
also include all off-premises catering or similar services done from the
Premises. Gross Sales shall also include any proceeds from meeting room rentals,
audio-visual sales/rental, sales/rental of decorations, charges for
entertainment, and all other revenue charged for any goods or services performed
in or from the leased Premises. Gross Sales shall not include complimentary
drinks or meals, uncollectible charges and bad debts, use tax, sales tax, and
other taxes levied by appropriate state, municipal, county, federal and any
other governmental bodies and subdivisions thereof on sales of food, alcoholic
or non-alcoholic beverages and any other merchandise and/or services, whether
paid by Tenant or Tenant's customers.

      3.6 In addition to the monthly Rent Statements, Tenant shall provide to
Shilo, within thirty (30) days of the end of each year of the Lease (i.e., July
31) a certification of the Gross Receipts, by category received by Tenant during
the Lease year then ended. Tenant shall keep and preserve, during each year of
the Lease, full and complete records of all gross receipts and sales. Shilo
shall have the right, not more than six (6) months and thirty (30) days
following the close of the Lease year, to examine and audit the


Page 4. Restaurant Lease (Casper, Wyoming)
<PAGE>

Tenant's records, but only for the purpose of ascertaining the amount of Gross
Sales. Shilo reserves the right to do surprise audits without prior notice at
any time during regular business hours, but such surprise audits shall not occur
more than twice in any calendar year unless the audit discloses an
understatement of Gross Sales of one percent (1%) or more. All audits shall
include the right to inspect the books applicable to the Premises maintained at
Tenant's home office, if any. Any such audit or examination by Shilo shall be at
Shilo's sole expense, except in the event that the audit discloses an
understatement of one percent (1%) or more in Gross Sales reported by Tenant to
Shilo in which case the audit will be paid for by Tenant.

4. Tenant shall provide room service to Hotel guests from 6:30 a.m. to 10:00
p.m. dai1y. Tenant shall supply printed room service menus for each guest room.
Room service food and beverage orders shall be served using standard flatware,
glassware, and silverware. Room service food trays and dishes shall be collected
by Tenant's staff on a preset schedule of a minimum of at least four (4) times
daily. Tenant shall allow Hotel guests, with proper and approved credit, to
charge lounge and restaurant charges, and room service, to the guest's Hotel
lodging bill. Room service and restaurant and lounge charges by Hotel patrons
shall be on a monthly accounts receivable basis, subject to a three percent (3%)
bookkeeping, accounting and handling charge to Tenant and credited to Shilo, all
of which shall be reconciled as part of the monthly Rent Statement. Shilo shall
make available, upon reasonable request by Tenant, all records in Shilo's
possession of such patrons' account for the purpose of verification of such
charges. Shilo shall in no manner be responsible for default by its Hotel
guests' payment of restaurant or lounge or room service charges. If Shilo
negligently fails to collect Restaurant charges from a Hotel guest when the
proper information was timely delivered to the appropriate staff member of the
Hotel, the Hotel shall be responsible for the failure to collect such charges.
It is recognized that any liquor, either bottled or by the drink, that leaves
the restaurant Premises unconsumed, is done so as per the restaurant's state
liquor license. Shilo grants permission to authorized personnel of the Tenant to
full access to the Hotel property for such service.

5. The leased Premises shall be open for business three hundred sixty-five (365)
days a year. Tenant shall serve full service liquor (including spirits, wine and
beer) and provide a full service menu including breakfast, lunch and dinner. For
the restaurant, the hours shall be 6:00 a.m. to 10 p.m. For the lounge, the
hours shall be 11 a.m. to 1 a.m. Monday through Thursdays, 11 a.m. to 2 a.m.
Fridays and Saturdays, and 1 p.m. to 9 p.m., Sundays. Tenant may encourage
diners to eat in the lounge rather than the restaurant between 2 p.m. and 5 p.m.
Monday through Saturday, but will serve in the restaurant during those hours if
a customer insists; however, room service shall be available during such times.
Tenant shall not be responsible for closures caused by


Page 5. Restaurant Lease (Casper, Wyoming)
<PAGE>

strikes, lockouts, rules of the State of California or causes beyond the
reasonable control of Tenant. Any change in the restaurant or bar hours must be
approved in writing by Shilo.

6. Tenant shall keep and perform all of the following covenants:

      6.1 Tenant shall use the leased Premises, and the whole part thereof, only
as a cocktail lounge and restaurant with meeting and banquet facilities, to
compliment the Hotel as a full-service facility.

            6.1.1 Additional uses, even if frequently associated with a
restaurant (such as, for example, legalized gambling) shall not be permitted
without Shilo's written consent, which consent may be withheld solely in Shilo's
discretion, or granted on such terms as Shilo may require.

            6.1.2 Tenant shall use its utmost good faith and best efforts to
ensure that the Premises maintain a reputation as a quality operation suitable
for family dining. Tenant shall not tolerate or allow the Premises to become
known as a place frequented by persons or groups who are known or believed to be
criminals and/or offensive or threatening to most patrons (such as, by way of
example and not by way of limitation, a "biker hangout," or an establishment
where illegal drugs are frequently sold). Entertainment which has a predominant
sexual and/or violent content (such as, for example, wet tee shirt contests,
strip shows, nude or scantily clad dancers - of either gender- R or X rated
films, boxing or mud wrestling - either gender -) shall not be permitted. Loud
music, live or recorded, shall not be allowed which disturbs Hotel guests during
usual hours of sleep; Tenant and Shilo agree to work together to minimize
causing disturbance to guests while still allowing restaurant and lounge patrons
and parties in the meeting and convention facilities to enjoy reasonable
entertainment. Shilo reserves the right to require the Tenant to change live or
recorded entertainment, or other on-Premises promotional activities, which
Shilo, in good faith, determines to be incompatible with the Hotel's overall
operation and/or the public image which Shilo desires to promote. However,
nothing herein shall be construed to require Tenant to commit or tolerate any
unlawful discrimination.

            6.1.3 Tenant shall be responsible for internal security in the
leased Premises. The security guard(s) employed by the Hotel is primarily for
the overall security of the entire Hotel Complex. Any additional security in the
Restaurant (such as, for example, a "bouncer") shall be Tenant's responsibility.

      6.2 Tenant shall obtain and pay for any and all permits and licenses
required by city, county, or state agencies and shall comply with and abide by
all rules and regulations of any regulatory body having jurisdiction.


Page 6. Restaurant Lease (Casper, Wyoming)
<PAGE>

      6.3 Tenant shall staff the lounge and restaurant at all times with
sufficient number of adequately trained and supervised personnel so as to be
capable of providing the service called for herein in a prompt, courteous and
businesslike manner, especially in keeping with Shilo's mottos of Affordable
Excellence, and Friendliness and Cleanliness. Tenant acknowledges the need of
many of the Hotel patrons to obtain prompt service. Tenant's food quality and
menu shall be maintained to Shilo's high standards. Tenant's menu shall be
subject to Shilo's approval, which shall not be unreasonably withheld; any
material changes to Tenant's menu, once approved, shall also be subject to
Shilo's written approval, which shall not be unreasonably withheld.

      6.4 Tenant acknowledges that the physical location of the leased Premises
on the Hotel/Restaurant complex causes Hotel patrons to identify the Hotel,
lounge and restaurant as one. Tenant acknowledges that poor beverage or food
service, or unsanitary conditions (or conditions that may appear sloppy or
unsanitary) are detrimental to Shilo's Hotel business as well as Tenant's
restaurant and lounge. Tenant agrees to cooperate with Shilo to operate the
leased Premises for the mutual benefit of Shilo and Tenant. Tenant shall not
unreasonably refuse to comply with Shilo's suggestions or requests for changes
or improvements in service. Tenant shall maintain the interior and exterior of
the leased Premises in a clean and sanitary condition and shall maintain the
highest restaurant and lounge sanitary rating given by the governmental health
authorities having jurisdiction. Tenant shall also cooperate with the Hotel to
attempt to achieve the highest possible rating under hotel and motel guide
books. Upon written notice from Shilo of Tenant's failure to adequately maintain
the leased Premises, Tenant shall be given thirty (30) days to correct the
deficiency in maintenance. If the deficiency is such that it cannot reasonably
be corrected within thirty (30) days, and provided that Tenant has commenced
such corrections in good faith, up to thirty (30) additional days will be
allowed for completion. Should Tenant fail to correct the deficiency within this
time, Shilo may elect to terminate Tenant's rights under this Lease, but no such
termination shall impair Shilo's remedies for breach of this Lease as provided
herein.

      6.5 Tenant shall, at all times during the term thereof, and at Tenant's
own cost and expense, maintain, keep in effect, furnish and deliver to Shilo,
restaurant operator's liability insurance policies in form and with an insurer
satisfactory to Shilo, insuring Shilo, Tenant, and Mark S. Hemstreet personally,
against all liability for damages to person or property in or about the leased
Premises; the amount of such liability insurance shall not be less than TWO
MILLION DOLLARS ($2,000,000.00) arising out of any one accident and not less
than FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) for property damage. The policy
shall provide that coverage may not be cancelled without at least thirty (30)
days written notice to Shilo. Tenant shall purchase and maintain


Page 7. Restaurant Lease (Casper, Wyoming)
<PAGE>

business interruption insurance for fire and other casualties, and/or from
shutdowns or curtailments in operations caused by food poisoning (or rumors
thereof) (such as, for example, e-coli or hepatitis problems). Tenant shall
provide Shilo with a certificate of insurance evidencing such coverages.

      6.6 Tenant shall indemnify and hold Shilo harmless from the negligence of
the Tenant, its officers, agents, invitees and/or employees, as well as those
arising from Tenant's failure to comply with any covenant of this Lease on its
part to be performed, and shall, at Tenant's sole cost and expense, defend Shilo
against any and all suits or actions arising out of such negligence and
discharge any judgment which may be awarded against Shilo in any such suit or
action.

      6.7 Tenant's indemnification obligations to Shilo under this Lease shall
extend to damage resulting from risks insurable by so-called "dram shop" or
liquor liability insurance. The public liability insurance required of Tenant
under this Lease shall include dram shop liability insurance.

      6.8 Tenant shall keep the leased Premises free from all waste or
accumulation of debris, and free from any and all unnecessary fire hazards.
Tenant shall cooperate with Shilo on all safety programs and fire and casualty
hazard reduction efforts, and shall comply with the recommendations of Shilo's
casualty insurance carrier applicable to the leased Premises. Tenant shall
comply with all applicable state and federal laws, rules and regulations and
shall cooperate with Shilo in joint efforts to comply with laws, rules, and
regulations, such as (for example) Hazardous Communications ("HAZCOM"), Control
of Hazardous Energy ("LOCKOUT/TAG-OUT"), and BLOODBORNE PATHOGENS programs.

      6.9 Tenant shall not make any alternations in, or additions to, the leased
Premises, nor make any contract therefor, without first obtaining Shilo's
written consent. If Shilo approves any proposed changes or alterations, Tenant
shall obtain names and addresses of contractors, copies of proposed contracts,
and the necessary permits, all in form and substance satisfactory to Shilo, and
furnish indemnification against liens, costs, damages, and expenses, as may be
required by Shilo. All alternations, additions and improvements, other than
Tenant's trade fixtures, which may be made or installed by Tenant upon the
leased Premises, shall be the property of Shilo and shall remain upon and be
surrendered with the leased Premises as a part thereof, without disturbance or
injury at any termination of the term of this Lease, whether by the lapse of
time or otherwise, all without compensation or credit to Tenant; provided,
however, if prior to such termination, or within fifteen (15) days thereafter,
Shilo shall have the right to direct Tenant, by written notice to Tenant, to
remove the additions, improvements, fixtures and installations placed there by
Tenant, and which are designated in such notice, and repair any damage
occasioned by such


Page 8. Restaurant Lease (Casper, Wyoming)
<PAGE>

removals. If Tenant fails to repair such damage, Shilo may effect such repairs
and Tenant will pay to Shilo, on demand, the costs thereof with interest at
twelve percent (12%) per annum from the date of such removal by Shilo.

      6.10 Tenant shall operate the leased Premises strictly in accordance with
all of the statutes pertaining thereto and all of the rules, regulations and
requirements of the city, county and state in which operation occurs. Any
violations thereof leading to suspension of Tenant's restaurant license and/or
liquor license for over fifteen (15) days shall be a breach of this Lease. No
drinking of alcoholic beverages shall be permitted on the Premises after closing
of the lounge, including, but not limited to, drinking by employees.

      6.11 Tenant shall not carry any stock of goods or do anything in or about
the leased Premises which will in any way impair or invalidate the obligation of
any policy of insurance on the leased Premises or the building in which the
leased Premises are situated. Tenant shall pay, upon demand, any increase in
insurance premiums from the business carried on in the leased Premises by
Tenant, whether or not Shilo has consented to the same. Tenant shall not create
or suffer to be created any condition which would be in violation of any of the
applicable state or federal laws regarding Hazardous materials.

      6.12 Tenant shall have a security guard at least during all hours that
Shilo has a security guard; Shilo may increase or decrease the hours of patrol
for the guard as Shilo deems appropriate. If Tenant wishes to share Shilo's
security guard, Tenant shall pay twenty-five percent (25%) of the total cost of
such guard. If Tenant wishes to have Tenant's own guard, then Tenant shall pay
one hundred percent (100%) of Tenant's own guard and shall not be required to
pay any part of Shilo's guard. However, Tenant may not elect to pay none of the
cost of Shilo's guard and then have no guard for Tenant. If Tenant wishes to
have a guard on duty for more hours that Shilo, Tenant shall pay all of the cost
of the guard for the additional hours. In addition to providing security, the
guard may be used to pick up litter and do other tasks compatible with security
functions.

      6.13 Tenant shall not erect or install, on the exterior or interior of the
Premises, banners or electrical lighting displays (such as, for example,
Christmas, Halloween, or any other occasion) without Shilo's prior written
consent.

7. Shilo shall have no interest in, or responsibility for, operation of the
restaurant and lounge; except for the rent reserved, and Tenant shall save and
hold Shilo harmless from any and all claims whatsoever arising from Tenant's
operations of the leased Premises from the date of possession, and will pay all
costs of Shilo's defense, including attorneys' fees, should any claims be


Page 9. Restaurant Lease (Casper, Wyoming)
<PAGE>

made against Shilo by reason of Tenant's acts or omissions in the operation
thereof.

8. The meeting and banquet rooms shall be used by Shilo and Tenant as follows:

      8.1 The meeting and banquet rooms (the "Restaurant Meeting Rooms") in the
Restaurant building are part of Tenant's leased Premises. Tenant shall be
responsible for the maintenance, repair and cleanliness of the Restaurant
Meeting Rooms. The meeting rooms in the Hotel building (the "Hotel Meeting
Rooms") are not part of Tenant's leased Premises. Shilo shall be responsible for
the maintenance, repair and cleanliness of the Hotel Meeting Rooms, except that,
if Tenant provides food service to a Hotel Meeting Room, Tenant shall promptly
clear its food service and clean the room at the conclusion of the meeting. All
charges for use of the Hotel Meeting Rooms are the property of the Hotel.

      8.2 Tenant understands and agrees that the Restaurant and lounge is
adjacent to the Hotel primarily as an amenity of the Hotel to encourage guest
room sales. Tenant further understands that a large portion of the guest room
sales of the Hotel comes from convention and other pre-booked business which
usually requires use of the Restaurant Meeting Rooms and food and beverage
service. Tenant agrees to provide food and beverage service to groups booked by
the Hotel for the Restaurant Meeting Rooms or the Hotel Meeting Rooms. Except as
provided in 8.3 below, Tenant shall be responsible for the set up and immediate
clean up of all events in the Restaurant Meeting Rooms regardless of who booked
the event. All Restaurant Meeting Rooms shall be cleared, cleaned up, and reset,
as soon as possible after an event so as to allow maximum use of the Restaurant
Meeting Rooms for presentation and marketing of additional bookings.

      8.3 All use charges for the Restaurant Meeting Rooms are the property of
Tenant and may be waived by Tenant. All charges for food and beverage service
provided by Tenant in any of the Restaurant Meeting Rooms or Hotel Meeting Rooms
are the property of Tenant. Tenant shall waive all use charges for the
Restaurant Meeting Rooms with respect to meetings and/or conventions booked by
Shilo and involving guest room sales. If no food or beverage sales are made to
the group by Tenant, Shilo shall be responsible for the set up and immediate
clean up of the Restaurant Meeting Rooms for meetings and/or conventions booked
by Shilo; Tenant agrees to provide the set up and clean up service to Shilo for
a reasonable fee where Shilo has booked the event and Tenant receives no food or
beverage sales. All income from all guest room sales are the property of Shilo,
regardless of the origination of the business.

      8.4 In the event Tenant books any event utilizing any of the Restaurant
Meeting Rooms more than ninety (90) days in advance, such event shall be subject
to cancellation by Shilo in the event


Page 10. Restaurant Lease (Casper, Wyoming)
<PAGE>

the Hotel books an event requiring the use of the same meeting room for the same
date or dates, or some of the same dates, involving room sales, but Shilo may
not cancel a booking by Tenant once the event date is within ninety (90) days of
the then current date. Bookings of the Restaurant Meeting Rooms made within
ninety (90) days of the scheduled event by Shilo or Tenant shall be on a
first-come, first-served basis. Shilo's room sales staff at the Hotel, and
Tenant's catering sales staff shall work together in good faith to minimize
conflicts and cancellations and promote mutual business for both the Hotel and
the Restaurant and lounge from the use of all of the Meeting Rooms.

      8.5 Tenant shall honor all booking commitments made by Shilo or the Prior
Lessee made prior to the date of this Lease, but Tenant shall receive all
prepaid deposits paid with respect to such bookings.

9. This Lease agreement is contingent upon Tenant acquiring a liquor license to
operate the restaurant and lounge. Tenant shall at all times keep the liquor
license in full force and effect and in full compliance. Tenant's loss of the
liquor license for a period greater than fifteen (15) days shall be a default
under this Lease. Shilo hereby consents to Tenant's sale of liquor and/or malt
beveraqes by the drink on the entire Hotel/Restaurant complex, subject to the
terms and conditions of this Lease.

10. Shilo covenants to Tenant as follows:

      10.1 As long as Tenant is not in default under this Lease, Shilo warrants
to the Tenant the peaceful possession of the leased Premises during the term of
this Lease.

      10.2 Shilo shall indemnify and hold Tenant harmless from the sole
negligence of Shilo, its officers, agents, invitees and/or employees, as well as
those arising from Shilo's failure to comply with any covenant of this Lease on
Shilo's part to be performed, and shall, at its own cost and expense, defend
Tenant against any and all suits or actions arising out of such negligence and
discharge any judgment which may be awarded against Tenant in any such suit or
action.

11. Shilo and Tenant shall be responsible for maintenance as follows:

      11.1 Shilo shall maintain and repair the foundation, roof, gutters,
downspouts, exterior walls (except doors and glass), and the utility lines to
their exterior point of entry to the leased Premises; provided, however, that
Shilo shall not be responsible for maintenance necessitated by the acts of
Tenant, its agents or employees.


Page 11. Restaurant Lease (Casper, Wyoming)
<PAGE>

      11.2 Tenant shall maintain and keep in good repair the interior of the
leased Premises, including fixtures, windows, doors, and utilities. Tenant shall
maintain the freezers and coolers to include the units on the roof of the
Restaurant. Tenant shall maintain all heating and cooling equipment located on
the leased Premises including the HVAC systems on the roof of the Restaurant.
Tenant shall not be responsible for maintenance necessitated by the negligence
or intentional wrongful acts of Shilo or its employees or agents. Tenant shall,
at its sole cost and expense, replace all glass which may be broken or cracked
during the term hereof, in the windows and doors of the leased Premises, with
glass of as good or better quality as that originally installed. Tenant shall
deliver the Premises to Shilo upon termination in as good condition as when
leased, reasonable wear and tear excepted.

      11.3 Tenant shall be responsible for the cleanliness of the landscaping,
sidewalks and parking area adjacent to or near the Restaurant. Tenant shall
cause the area to be kept very clean with particular emphasis on frequent
sweepings and hosings (subject to water use regulations), and picking up waste
paper and cigarette butts. Shilo shall be responsible for the maintenance of the
landscaping.

      11.4 Shilo shall employ and pay for seventy-five percent (75%) of the cost
of a maintenance employee to perform routine repair and maintenance chores for
the Hotel and the leased Premises. Tenant shall pay the other twenty-five
percent (25%) of the cost. The maintenance employee's cost shall include all
costs for such employee to include wages or salary, employment taxes, workmen's
compensation premiums, medical insurance, employer paid unemployment, and other
fringe benefits paid by Shilo for its employees. Tenant shall not use the
maintenance employee to do cleaning in the leased Premises.

      11.5 Tenant shall make special efforts to keep the hoods and ventilation
systems in the kitchen clean and free of grease and other dirt. Tenant obtain
and pay for a contract to perform regular maintenance to the hoods, and shall
provide Shilo with a copy of such contract. Without limiting Shilo's other
rights of entry and inspection under this Lease, Shilo specifically reserves the
right to inspect the kitchen and hoods for compliance with these terms.

      11.6 If Tenant fails or refuses to keep the leased Premises in proper
maintenance and repair, Shilo shall have the right, but not the duty, after
reasonable written notice to Tenant (except in emergencies), to act as Shilo
deems necessary to maintain and repair the leased Premises without liability for
loss or damage to Tenant's property; Tenant shall pay the reasonable cost of
such repairs or maintenance by Shilo, plus twenty percent (20%) overhead, which
sum shall be promptly paid as additional rent.


Page 12. Restaurant Lease (Casper, Wyoming)
<PAGE>

12. Tenant shall have, at all times, the non-exclusive right, together with its
customers and invitees, to the reasonable use of the parking area and driveway
appurtenant thereto, for purposes of egress, ingress, parking of motor vehicles
for Tenant, its customers and employees, and the loading and unloading of
vehicles in connection with and incidental to the business conducted by Tenant
on the leased Premises, all without charge. Tenant's employees shall be subject
to the same rules as the Hotel's employees with respect to limitations on use of
the parking areas, or other rules promulgated by the Hotel with respect to
employee parking. The Hotel may place reasonable restrictions upon the times and
places delivery and other service vehicles may utilize the parking and loading
docks or loading areas, if any.

13. Tenant acknowledges the name "Shilo Inns" is a registered trademark
personally owned by Mark S. Hemstreet, who has licensed Shilo to use it as an
assumed business name.

      13.1 Subject to the terms of this Lease, Mark S. Hemstreet and Shilo
hereby grant Tenant a revocable license to use the name "Shilo Restaurant &
Lounge." The "Shilo" name shall not be used in conjunction with any business or
activity of Tenant, except the operation of the Premises, without Mark S.
Hemstreet's and Shilo's written consent. In the event Mark S. Hemstreet and/or
Shilo determine that Tenant's use of the "Shilo" name in the name of Tenant's
restaurant is not in Mark S. Hemstreet's or Shilo's best interests, either may
require that Tenant discontinue the use of the "Shilo" name as part of the name
of Tenant's Restaurant.

      13.2 In the event Tenant elects not to use the name "Shilo Restaurant &
Lounge," and/or in the event Mark S. Hemstreet and/or Shilo notifies Tenant in
writing to discontinue the use of the name "Shilo Restaurant & Lounge," within
forty--five (45) days of receipt of written notice to discontinue use of the
name "Shilo Restaurant & Lounge," (or within 45 days of taking possession of the
Premises, in the event Tenant elects to use a different name from the beginning
of the lease), Tenant shall, at Tenant's cost, obtain new signage for the
restaurant and lounge. All such signs, and their location, shall be subject to
Shilo's written approval, which shall not be unreasonably withheld. The name of
Tenant's restaurant shall be subject to Shilo's approval. Except as provided
herein, the name "Shilo" or any similar name shall not be part of Tenant's name
for the restaurant, but Tenant may advertise that the restaurant is in the Shilo
Inn.

      13.3 Upon the termination of this Lease, Tenant shall remove all signs
placed upon the Premises by Tenant and restore such areas to their original
condition. Tenant shall maintain all of Tenant's signs, and additions or
replacements thereto. All signs shall be in compliance with applicable rules and
ordinances, and applicable electrical codes. If Tenant wishes to have Tenant's
name on Shilo's off-premises billboards, Tenant shall pay a portion of the


Page 13. Restaurant Lease (Casper, Wyoming)
<PAGE>

rental of such billboard, and all of the cost of the changes to the billboard,
as Shilo and Tenant may fix by agreement. Tenant shall not erect or install any
banners to the exterior of the Premises. All reader boards on the on-premises
signs, if any, shall be under the control of Shilo.

14. Except for personal property owned by Tenant, or leased by Tenant from third
parties, all personal property on the leased Premises at the commencement of the
Lease, including, but not limited to, furniture, fixtures, equipment, utensils,
small wears, desks, safe, miscellaneous office equipment, audio--visual
equipment, and trade fixtures (collectively "Shilo's Restaurant Equipment") is,
and shall remain, the sole property of Shilo. Any personal property used in the
operation of the restaurant owned by Tenant shall remain Tenant's property;
Tenant shall be responsible to obtain Tenant's own fire and casualty insurance
to insure Tenant's personal property on the leased Premises.

      14.1 Shilo shall have no duty to repair any of Shilo's Restaurant
Equipment, and Tenant shall take Shilo's Restaurant Equipment "AS IS." During
the term of the Lease, Tenant shall maintain, repair and replace, as needed, and
insure Shilo's Restaurant Equipment and shall return Shilo's Restaurant
Equipment or the equivalent in as good a condition as such equipment is now in,
reasonable wear and tear excepted, upon the expiration of this Lease or any
extension thereof. None of Shilo's Restaurant Equipment shall be subjected to a
lien, or sold or removed from the leased Premises without Shilo's consent.

      14.2 The Replacement Reserve shall be one percent (1%) of Tenant's Gross
Sales. The amount collected each month for the Replacement Reserve shall be
deposited by Shilo, in Shilo's name, into an interest bearing bank account at a
bank selected by Shilo. The interest earned on the Replacement Reserve shall be
added to and become a part of the Replacement Reserve. The Replacement Reserve
shall be used by Tenant to add to and/or replace Shilo's Restaurant Equipment as
it becomes worn out, lost, obsolete, or damaged. Items purchased from the
Replacement Reserve shall be subject to Shilo's approval, which shall not be
unreasonably withheld. Tenant shall provide Shilo with invoices and receipts,
containing a detailed description (including serial numbers where applicable) of
the items purchased from the Replacement Reserve. Shilo shall reimburse Tenant
from the Replacement Reserve for approved items purchased. Any items purchased
by Tenant (or items for which Tenant is reimbursed) from funds from the
Replacement Reserve shall be Shilo's property and shall be part of Shilo's
Restaurant Equipment. Unless Shilo otherwise agrees, the Replacement Reserve
shall not be used for the cost of maintenance of Shilo's Restaurant Equipment.
Tenant hereby grants to Shilo a security interest in the Replacement Reserve to
secure all of Tenants obligations under this Lease. Shilo shall provide Tenant
will an annual summary accounting of the funds in the Replacement


Page 14. Restaurant Lease (Casper, Wyoming)
<PAGE>

Reserve. Upon the termination of this Lease, and provided all payments and
damages, if any, owing by Tenant to Shilo shall have been paid in full, any
remaining funds in the Reserve Account shall be paid to Tenant.

      14.3 Tenant shall clearly identify to Shilo (and mark with Tenant's name)
any items of furniture, fixtures or equipment owned by Tenant and brought upon
and/or used in the operation of the Premises. Tenant shall supply Shilo with a
list, not less frequently than annually, of the furniture, fixtures and
equipment (personal effects, office supplies, and non--essential equipment of
minor value excepted) owned by Tenant and used in or around the Premises.

15. Tenant shall honor any certificates or vouchers for complimentary meals
and/or beverage in the Restaurant issued by Shilo or the Hotel; Shilo shall
reimburse Tenant for the current menu price of such meals and beverage less ten
percent (10%)

16. Tenant agrees not to solicit Shilo's employees to work for Tenant, or
encourage such employees to leave Shilo's employment to work for Tenant.

17. Shilo, and its agents and representatives, shall, at any reasonable time,
without prior notice, have the right to enter into or upon the leased Premises
for the purpose of examining the condition thereof or any other lawful purposes,
including for the purpose of doing a surprise audit.

18. Tenant shall not assign, transfer, sublet, pledge, hypothecate, or otherwise
encumber or dispose of this Lease or the estate created in this Lease or in any
interest in any portion of the same, or permit any person or persons, company or
corporation to occupy the leased Premises or any part thereof, without the
written consent of Shilo first being obtained. Shilo agrees not to unreasonably
withhold consent. However, Shilo shall be entitled to require that any proposed
transferee be an experienced, reputable, qualified and financially responsible
restaurant operator willing to assume personal liability for the performance of
the Lease. No consent to transfer shall release the liability of Tenant. In the
event Tenant is a corporation, no transfer, or series of transfers, direct or
indirect, of twenty-five percent (25%) or more of the shares of the corporation
shall be permitted without Shilo's consent.

19. Fire and casualty damage shall be treated as follows:

      19.1 In the event of loss or damage by fire or other casualty to the
building in which the leased Premises are located, the extent of which is less
than fifty--five percent (55%) of the value of the structure, Shilo and Tenant
agree to promptly restore the structure to a sound and usable condition.
However, Shilo


Page 15. Restaurant Lease (Casper, Wyoming)
<PAGE>

shall not be required to repair any fire or casualty damage unless and until
Shilo receives the fire and casualty insurance proceeds from Shilo's lender; and
if Shilo's lender elects to apply such proceeds to Shilo's loan on the building
in which the leased Premises are located, Shilo shall not be required to repair
the damage if Shilo elects not to, and Shilo may elect to terminate the Lease.
Rental payments shall cease during the period the structure is materially
damaged. "Materially damaged" shall mean damage or destruction to the structure
to such extent that it is not practicable to continue business operations under
such circumstances. In the event that the structure is not Materially Damaged,
but there is damage to restaurant fixtures or equipment or inventory, or if
there has been smoke damage to the structure and/or the restaurant/lounge area
which can be cleaned or painted, then rental payments shall cease for a period
of not more than thirty (30) days in which time Tenant shall make the repairs or
replacements in the leased Premises made necessary by such damage.

      19.2 In the event such loss or damage to the structure shall be in excess
of fifty--five percent (55%) of the value of the structure, Shilo may, at its
option, either restore the building to the extent of the insurance proceeds
available, or terminate this Lease as of the date of loss; without further
liability to the Tenant except the return to the Tenant any unearned advance
rental payments and funds, if any, held by Shilo but owing to Tenant. If loss or
damage is in excess of fifty--five percent (55%), Shilo agrees to notify Tenant
in writing within thirty (30) days after the occurrence of such destruction or
casualty as to its intent to, or not to, rebuild.

20. Tenant shall not permit any lien of any kind, type or description to be
placed or imposed upon the building in which the leased Premises are situated,
or any part thereof, or the real estate on which it stands, or any of Shilo's
Restaurant Equipment being used by Tenant.

21. Except for providing the insurance coverage as required by the terms of this
Lease, neither Shilo nor Tenant shall be liable to the other for loss arising
out of damage to or destruction of the leased Premises, or the building or the
improvements of which the leased Premises are a part of or with which they are
connected, or the contents of any thereof, when such loss is caused by any of
the perils which are or could be insured against by a standard form of fire
insurance with extended coverage, including sprinkler leakage insurance, if any.
All such claims between Shilo and Tenant for any and all loss, however caused
(except by the deliberate acts of the party causing the loss), are hereby
waived. The absence of such liability shall exist whether or not the damage or
destruction is caused by the negligence of either Shilo or Tenant or by any of
their respective agents, servants or employees. It is the intention and
agreement of Shilo and Tenant that fire and casualty insurance coverage required
under the terms of this Lease shall


Page 16. Restaurant Lease (Casper, Wyoming)
<PAGE>

provide reimbursement for any losses suffered and, further, that the insurance
carriers shall not be entitled to subrogation under any circumstances (except
wilful conduct) against either party to this Lease.

22. Tenant shall not overload the floors of the leased Premises in such a way as
to cause any undue or serious stress or strain upon the building in which the
leased Premises are located, or any part thereof. Shilo shall have the right at
any time to call upon any competent engineer or architect, selected by Shilo, to
decide whether the floors of the leased Premises, or any part thereof, are being
overloaded so as to cause any undue or serious stress or strain on the building,
or any part thereof. In the event the decision of such engineer or architect so
called upon is that, in his option, the stress or strain is such as to endanger
or injure the building or any part thereof, then and in that event, Tenant
agrees to immediately relieve such stress and strain, either by reinforcing the
building or by lightening the load which causes such stress or strain, in a
manner satisfactory to Shilo.

23. In case of the condemnation or appropriation of all or any substantial part
of the leased Premises and/or the Hotel/Restaurant complex by any public or
private corporation under the laws of eminent domain, this Lease may be
terminated at the option of either party hereto upon twenty (20) days written
notice to the other, and in that case, Tenant shall not be liable for rent after
the date of Tenant's removal from the Premises. Tenant shall not share in any
portion of Shilo's award of the condemnation funds, but Tenant may prosecute its
own award for the value of its property and business interest lost. Shilo shall
give Tenant prompt notice of any pending condemnation.

24. Time and strict performance of the provisions of this Lease agreement are of
the essence. If Tenant shall be in arrears in any payment due to Shilo for a
period of ten (10) days after the same becomes due, or if Tenant shall fail or
neglect to do, keep, perform, or observe any of the covenants and agreements
contained herein on Tenant's part to be done, kept, performed, or observed, and
such failure shall continue for ten (10) days or more after written notice of
such failure or neglect shall be given to Tenant, or if Tenant shall be declared
bankrupt or insolvent according to law, or if any assignment of Tenant's
property shall be made for the benefit of creditors, or if on the expiration of
this Lease, Tenant fails to surrender possession of the leased Premises, then
and in any of such events, Shilo, or those having the lessor's estate in the
leased Premises lawfully, may, at his or their option, immediately or any time
thereafter, without demand or notice, repossess the same as lessor's estate, and
expel Tenant and those claiming by, through, or under Tenant, and take over
Tenant's effects continuing the operation in any manner as to Shilo may seem
expedient, without prejudice to any remedy which Shilo has under the terms of
this Lease or otherwise at law or in equity. It is


Page 17. Restaurant Lease (Casper, Wyoming)
<PAGE>

the intention of this Lease that Shilo shall have all remedies for breach of a
lease as shall be allowed under the laws of the State of California, and such
remedies shall be cumulative to the extent permitted by law. No expulsion of
Tenant from the leased Premises shall release Tenant from personal liability
hereunder.

25. Tenant's interest under this Lease shall be and is subordinate to any
mortgage, trust deed or other security device on the Hotel/Restaurant and/or
Shilo's Restaurant Equipment as shall now exist or as shall hereafter be created
by Shilo. Tenant shall promptly execute such subordination agreements as Shilo
or Shilo's present lender or any future lender may reasonably request, subject
however, to Tenant's right to remain in possession of the leased Premises, as
long as Tenant performs this Lease as agreed, despite any defaults by Shilo
under any financing secured by the Hotel and/or Shilo's Restaurant Equipment.

26. In the event any suit or action is instituted to enforce compliance with any
of the terms, covenants or conditions of this Lease, or to collect the rental
which may become due hereunder, or any portion thereof, or to interpret the
terms of this Lease, the prevailing party will be entitled to, in addition to
its costs and disbursements provided by statute, such additional sum as the
court may adjudge reasonable for attorney fees in such suit or action, including
any appeal therein.

27. Upon expiration of the term of this Lease, Tenant shall deliver the leased
Premises and Shilo's Restaurant Equipment to Shilo in as good condition as
Tenant shall have received the same, reasonable wear and tear excepted.

28. Any notice required or permitted under this Lease shall be deemed
sufficiently given or served if sent by certified mail, return receipt
requested, to Tenant at the address of the leased Premises, and to Shilo at the
address then fixed for the payment of rent, and either party may, by like notice
at any time and from time to time, designate a different address to which notice
shall be sent. Notices given in accordance with these provisions shall be deemed
received when mailed or hand delivered. Any notices by either party intended to
comply with the formal terms of this Lease given by facsimile transmission shall
be followed within twenty-four (24) hours with a copy of the document by mail or
hand delivery. Verbal notices given by Tenant to Shilo (including, but not
limited to, conversations with the Hotel manager or other members of the Hotel
staff) shall not be sufficient notice to comply with this paragraph.

29. All rights, remedies and liabilities herein given or imposed upon either of
the parties hereto shall extend to and inure to the benefit of and bind as the
circumstances may require, their respective heirs, executors, administrators and
successors, and,


Page 18. Restaurant Lease (Casper, Wyoming)
<PAGE>

insofar as this Lease is assignable by the terms hereof, to the assigns of such
parties.

30. Nothing contained in this Lease shall be construed as creating a partnership
or joint venture between Shilo and Tenant or between Shilo and any other party,
or cause Shilo to be responsible in any way for the debts or obligations of
Tenant or any other party.

32. Tenant shall have its laundry done by an outside service. The Hotel's
laundry shall have no obligation to do any of Tenant's laundry.

34. Shilo and Tenant have adequate legal counsel and have read and fully
understand all of the terms and conditions contained in this Lease agreement.
This Lease shall be construed as if both parties had participated equally in its
drafting, and neither party shall be entitled to any presumption by reason of
the source of the drafting.

35. As long as Tenant is not in default under this lease, Shilo agrees to give
Tenant the first opportunity to negotiate with Shilo for a lease of the Premises
for an additional ten (10) years. If Tenant wishes to obtain a lease for an
additional term, Tenant shall give notice to Shilo in writing not later than six
(6) months prior to the expiration of this Lease. The rental and other terms of
any lease for an additional term shall be subject to negotiation between Tenant
and Shilo. Neither Tenant nor Shilo commits themselves to what the terms of the
lease for an additional term would be, but both parties pledge their best
efforts to negotiate in good faith to reach a mutually satisfactory agreement.

36. Dispute Resolution:

      36.1 In the event of any dispute or claim between the parties arising out
of this Agreement, the parties agree to attempt to first resolve the matter
through negotiation. In the event the parties cannot settle the matter through
negotiation, the parties agree to mediate the dispute or claim through an
independent, trained mediator; if the dispute or claim cannot be settled by
nonbinding mediation, the parties agree to resolve the dispute or claim by
binding arbitration through an arbitrator.

      36.2 The mediator and/or arbitrator shall be provided by the American
Arbitration Association or the United States Arbitration & Mediation of Oregon,
or another mediation or arbitration service mutually selected by the parties.
The mediation and/or arbitration will be done under the mediation and
arbitration rules of the service selected.

      36.3 The costs of any mediation and/or arbitration shall be split equally
by the parties. Unless the parties agree on a


Page 19. Restaurant Lease (Casper, Wyoming)
<PAGE>

different location, the mediation and/or arbitration shall take place in
Portland, Oregon.

      36.4 The prevailing party in any arbitration shall be entitled to its
attorneys' fees, if applicable. The arbitrator shall determine the prevailing
party.

Dated this 15th day of September, 1994.

SHILO MANAGEMENT CORPORATION              CASPER RESTAURANT, CORP.


by /s/ John P. Kneeland                   by /s/ Mark S. Hemstreet
  -------------------------------           -------------------------------
  John P. Kneeland                          Mark S. Hemstreet President
  Vice--President

LEASE FORMS CASPER. 994


Page 20. Restaurant Lease (Casper, Wyoming)
<PAGE>

SHILO INN - CASPER, WYOMING (101 units)
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)
FOR THE 12 MONTHS ENDED 8-31-96 (actual)

                                                            $500,000 remodel was
                                                            completed in 1995-96

<TABLE>
<CAPTION>
                                                                                                                   For The
                                                                                                                 12 Months Ended
                          1991              1992             1993              1994              1995             8-31-96
REVENUE                 (actual)    %     (actual)   %     (actual)    %     (actual)    %     (actual)    %     (actual)    %
<S>                     <C>       <C>     <C>       <C>     <C>       <C>     <C>       <C>     <C>        <C>    <C>       <C>  
 Guest Room             $654,974   94.9%  $632,759   95.4%  $742,178   95.4%  $813,055   94.6%  $630,987   94.1%  $873,700   95.1%
 Restaurant Rent          12,855    1.9%    14,245    2.1%    16,417    2.1%    11,696    1.4%     9,041    1.3%    10,065    1.1%
 Telephone                15,105    2.2%    11,971    1.8%    14,637    1.9%    27,588    3.2%    24,012    3.6%    27,897    3.0%
 Meeting/Banquet Room         90    0.0%       150    0.0%        25    0.0%         0    0.0%         0    0.0%         0    0.0%
 Fax                       1,573    0.2%     1,060    0.2%       753    0.1%       702    0.1%       484    0.1%       647    0.1%
 Valet                         0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
 Video                     1,049    0.2%       858    0.1%     1,164    0.1%     1,050    0.1%       834    0.1%     1,063    0.1%
 Sports and Athletics          0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
 Vending Machines          3,264    0.5%       390    0.1%       553    0.1%       464    0.1%       490    0.1%       569    0.1%
 Guest Laundry/Soap        1,019    0.1%     1,018    0.2%     1,200    0.2%     2,111    0.2%     1,697    0.3%     1,825    0.2%
 Miscellaneous               476    0.1%       513    0.1%       743    0.1%     2,644    0.3%     3,085    0.5%     3,113    0.3%
                        ---------------   ---------------   ---------------   ---------------   ---------------   ---------------
  TOTAL REVENUE          690,405  100.0%   662,963  100.0%   777,670  100.6%   859,310  100.0%   670,630  100.0%   918,879  100.0%
                        ---------------   ---------------   ---------------   ---------------   ---------------   ---------------
OPERATING EXPENSE

 PAYROLL & RELATED
  EXPENSE
  Managers                23,035    3.3%    23,487    3.5%    24,652    3.2%    25,191    2.9%    27,102    4.0%    29,263    3.2%
  Front Desk              20,487    3.0%    22,880    3.5%    23,575    3.0%    29,018    3.3%    31,437    4.7%    32,163    3.5%
  Bookkeeper/Auditor      13,911    2.0%    14,318    2.2%    15,705    2.0%    17,194    2.0%    18,384    2.7%    18,326    2.0%
  Head Housekeeper         8,027    1.2%     7,434    1.1%     9,683    1.2%    10,704    1.2%     7,418    1.1%     9,978    1.1%
  Housekeeper - Rooms     28,847    4.2%    31,655    4.8%    40,399    5.2%    40,022    4.7%    33,178    4.9%    42,632    4.6%
  Housekeeper - Other      8,745    1.3%     4,978    0.8%     5,406    0.7%     6,454    0,8%     4,173    0.6%     4,693    0.5%
  Laundry                  7,225    1.0%     7,566    1.1%     9,386    1.2%    10,525    1.2%     7,900    1.2%     8,264    0.9%
  Guest Services              80    0.0%        16    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
  Sales & Marketing            0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
  Security                     0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
  Maintenance              6,128    0.9%     5,451    0.8%     5,469    0.7%    12,188    1.4%    13,498    2.0%    16,932    1.8%
  Ground Maintenance           0    0.0%     1,565    0.2%     1,360    0.2%     1,686    0.2%     2,616    0.4%     3,799    0.4%
  Windows/Carpets              0    0.0%       694    0.1%       964    0.1%       724    0.1%     1,405    0.2%     1,678    0.2%
  Bonuses                      0    0.0%         0    0.0%       600    0.1%     2,700    0.3%     1,199    0.2%     1,632    0.2%
  Payroll Taxes           16,946    2.5%    18,197    2.7%    19,962    2.6%    16,491    1.9%    14,311    2.1%    16,638    1.8%
  Workers Comp                 0    0.0%         0    0.0%     (550)   -0.1%     6,445    0.8%     9,377    1.4%    11,212    1.2%
  Workers' Comp Claims         0    0.0%         0    0.0%         0    0.0%         0    0.6%        79    0.0%        81    0.0%
  Health Insurance        13,184    1.9%    10,372    1.6%    10,362    1.3%    11,257    1.3%    14,241    2.1%    16,393    1.8%
  Medical                      0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%         0    0.0%
  Uniforms/Cleaning           53    0.0%       341    0.1%        44    0.0%       150    0.0%       128    0.0%       350    0.0%
  Other                      202    0.0%       179    0.0%       502    0.1%       319    0.0%       525    0.1%       798    0.1%
                        ---------------   ---------------   ---------------   ---------------   ---------------   ---------------
   TOTAL PAYROLL         146,870   21.3%   149,133   22.5%   167,519   21.5%   190,068   22.1%   186,971   27.9%   214,832   23.4%
                        ---------------   ---------------   ---------------   ---------------   ---------------   ---------------
</TABLE>
<PAGE>

                                                                          PAGE 2

SHILO INN - CASPER, WYOMING (101 units)
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)
FOR THE 12 MONTHS ENDED 8-31-96 (actual)

<TABLE>
<CAPTION>
                                                                                                             For The
                                                                                                           12 Months Ended
                             1991            1992            1993            1994            1995            8-31-96
                           (actual)   %    (actual)   %    (actual)    %   (actual)   %    (actual)   %    (actual)    %
<S>                         <C>      <C>   <C>       <C>   <C>       <C>   <C>       <C>   <C>       <C>    <C>       <C>  
UTILITIES
 Electricity                29,609   4.3%   24,526   3.7%  33,488    4.3%   28,063   3.3%   29,361   4.4%   32,615    3.5%
 Gas                         7,918   1.1%    9,138   1.4%   7,618    1.0%    7,740   0.9%    8,411   1.3%    8,231    0.9%
 Telephone                  11,307   1.0%   11,479   1.7%  11,587    1.5%   14,884   1.7%   12,267    18%   13,697    1.5%
 Water                       4,915   0.7%    5,611   0.8%   5,630    0.7%    6,369   0.7%    5,400   0.8%    6,996    0.8%
 Garbage                     2,617   0.4%    2,857   0.4%   2,857    0.4%    2,628   0.2%    1,649   0.2%    1,926    0.2%
 Sewer                       2,158   0.3%    2,178   0.3%   1,466    0.2%    2,337   0.3%    1,191   0.2%    2,100    0.2%
                            ------------    ------------   -------------    ------------    ------------    -------------
  TOTAL UTILITIES           58,524   8.5%   55,789   8.4%  62,646    8.1%   61,421   7.1%   58,279   8.7%   65,565    7.1%
                            ------------    ------------   -------------    ------------    ------------    -------------

ADVERTISING                                                                                                               
 Advertising                     0   0.0%        0   0.0%       0    0.0%      150   0.0%       80   0.0%       72    0.0%
 Airport Advertising         6,750   1.0%    6,947   1.0%   7,300    0.9%    7,458   0.9%    7,498   1.1%    8,563    0.9%
 Billboards                 16,070   2.3%   13,773   2.1%  14,545    1.9%   15,790   1.8%   15,208   2.3%   17,228    1.9%
 Highway Logos                   0   0.0%        0   0.0%     261    0.0%    1,110   0.1%      144   0.0%      854    0.1%
 Radio Media                     6   0.0%        0   0.0%     160    0.0%        0   0.0%        0   0.0%        0    0.0%
 Radio Tradeouts               507   0.1%        0   0.0%      39    0.0%        0   0.0%    1,594   0.2%      693    0.1%
 TV Media                        0   0.0%        0   0.0%       0    0.0%        0   0.0%        0   0.0%        0    0.0%
 TV Tradeouts                   78   0.0%       50   0.0%       0    0.0%        0   0.0%       98   0.0%      103    0.0%
 Brochures/Postcards           494   0.1%    1,226   0.2%     327    0.0%    1,901   0.2%    1,390   0.2%    1,632    0.2%
 Brochures/Tradout               0   0.0%        0   0.0%       0    0.0%        0   0.0%        0   0.0%        0    0.0%
 Yellow Pages                1,846   0.3%    2,431   0.4%   2,051    0.3%    2,269   0.3%        0   0.0%        0    0.0%
 Newspaper Ads                 945   0.1%      126   0.0%     840    0.1%      283   0.0%       65   0.0%      107    0.0%
 Magazine Ads                  147   0.0%       73   0.0%     232    0.0%        0   0.0%        5   0.0%        0    0.0%
 Magazine Tradeouts            309   0.0%      639   0.1%     332    0.0%        0   0.0%      175   0.0%      124    0.0%
 Property Ads                1,276   0.2%    1,096   0.2%     165    0.0%    1,449   0.2%      845   0.1%      981    0.1%
 Advertising Tradeouts                                                                                                    
  Other                        226   0.0%      465   0.1%      53    0.0%        0   0.0%        0   0.0%        0    0.0%
 Sports Events/Tradeouts         0   0.0%        0   0.0%     141    0.0%      460   0.1%      300   0.0%      275    0.0%
 Sports Sponsorship             86   0.0%        0   0.0%       0    0.0%        0   0.0%      865   0.1%      964    0.1%
 Displays                        0   0.0%       35   0.0%       0    0.0%        0   0.0%        0   0.0%        0    0.0%
 Local Events Promotion          0   0.0%        0   0.0%       0    0.0%        0   0.0%        0   0.0%        0    0.0%
 Travel Guides/Directories       0   0.0%      498   0.1%       0    0.0%    1,872   0.2%    2,669   0.4%    4,328    0.5%
 Promotional Items               0   0.0%        0   0.0%       0    0.0%      161   0.0%       29   0.0%       76    0.0%
 Advertising & Promotion       435   0.1%      552   0.1%     617    0.1%      452   0.1%      370   0.1%      479    0.1%
 Travel Agents                 887   0.1%      511   0.1%     722    0.1%      749   0.1%    1,232   0.2%    2,774    0.3%
 Marketing                       0   0.0%      168   0.0%       0    0.0%        0   0.0%      569   0.1%      648    0.1%
 Taxi & Limo                   289   0.0%    1,255   0.2%   1,420    0.2%       94   0.0%      254   0.0%      127    0.0%
                            ------------    ------------   -------------    ------------    ------------    -------------
   TOTAL ADVERTISING        30,345   4.4%   29,905   4.5%  29,205    3.8%   34,198   4.0%   33,390   5.0%   40,028    4.4%
                            ------------    ------------   -------------    ------------    ------------    -------------
</TABLE>
<PAGE>

                                                                          PAGE 3

SHILO INN - CASPER, WYOMING (101 units)
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)
FOR THE 12 MONTHS ENDED 8-31-96 (actual)

                                                            $500,000 remodel was
                                                            completed in 1995-96

<TABLE>
<CAPTION>
                                                                                                             For The
                                                                                                           12 Months Ended
                             1991            1992            1993            1994            1995            8-31-96
                           (actual)   %    (actual)   %    (actual)    %   (actual)   %    (actual)   %    (actual)    %
<S>                         <C>      <C>   <C>       <C>   <C>       <C>   <C>       <C>   <C>       <C>    <C>       <C>  
SUPPLIES
 Linen                       3,876   0.6%    5,043   0.0%    1,079   0.1%    4,827   0.6%    1,381   0.2%    2,919    0.3%
 Bathroom                    3,978   0.6%    5,316   0.8%    3,994   0.5%    6,410   0.7%    3,974   0.6%    7,795    0.8%
 Cleaning                    5,809   0.8%    7,430   1.1%   10,351   1.3%    1,118   0.1%    7,359   1.1%    8,416    0.9%
 Continental Breakfast      13,852   2.0%   14,139   2.1%   15,691   2.0%   17,741   2.1%   13,065   1.9%    6,635    0.7%
 Office                      3,029   0.4%    2,792   0.4%    2,538   0.3%    2,380   0.3%    2,207   0.3%    3,893    0.4%
 Operating                   4,223   0.6%    5,830   0.9%    6,795   0.9%   15,693   1.8%   12,476   1.9%   11,850    1.3%
 Replacements                2,132   0.3%      430   0.1%    2,156   0.3%   22,758   2.6%    5,825   0.9%    4,338    0.5%
 Guest Amenity               1,862   0.3%    1,979   0.3%    1,708   0.2%    1,611   0.2%    1,735   0.3%    2,061    0.2%
                            ------------    ------------   -------------    ------------    ------------    -------------
  TOTAL SUPPLIES            38,761   5.6%   42,959   6.5%   44,312   5.7%   72,538   8.4%   48,022   7.2%   47,907    5.2%
                            ------------    ------------   -------------    ------------    ------------    -------------

REPAIRS & MAINTENANCE                                                                                                     
 Carpets, Draperies &                                                                                                     
  Furniture                      0   0.0%      704   0.1%       19   0.0%    1,804   0.2%       16   0.0%      442    0.0%
 Elevators                       0   0.0%        0   0.0%        0   0.0%        0   0.0%        0   0.0%        0    0.0%
 Landscaping                 1,259   0.2%      894   0.1%    2,075   0.3%      969   0.1%    1,672   0.2%      912    0.1%
 Painting & Wallpaper           32   0.0%       26   0.0%        0   0.0%       96   0.0%    4,138   0.6%      746    0.1%
 Pool                        2,372   0.3%    2,765   0.4%    2,596   0.3%    2,838   0.3%    2,831   0.4%    1,693    0.2%
 Telephone                     727   0.1%       72   0.0%      159   0.0%      120   0.0%      485   0.1%      638    0.1%
 TV Cable & Satellite       11,366   1.6%   11,082   1.7%   10,658   1.4%   12,670   1.5%   11,367   1.7%   10,114    1.1%
 Pest Control                1,560   0.2%    1,425   0.2%    1,126   0.1%    1,014   0.1%    1,252   0.2%      895    0.1%
 Janitorial Services             0   0.0%        0   0.0%        0   0.0%        0   0.0%      400   0.1%      234    0.0%
 Plumbing                    3,832   0.6%    1,245   0.2%      937   0.1%    4,736   0.6%    2,892   0.4%    1,161    0.1%
 Electrical                  1,592   0.2%      657   0.1%    1,485   0.2%    5,819   0.7%    1,178   0.2%    1,284    0.1%
 Heating Ventilation                                                                                                      
  Cooling                    1,793   0.3%      552   0.1%    1,054   0.1%    1,432   0.2%    2,482   0.4%    1,297    0.1%
 Sign                        3,025   0.4%    3,311   0.5%    1,842   0.2%    5,524   0.6%    3,090   0.5%    1,696    0.2%
 Keys & Locks                  743   0.1%    1,121   0.2%    2,106   0.3%    1,509   0.2%      922   0.1%      863    0.1%
 Laundry/Housekeeping        2,334   0.3%      947   0.1%      844   0.1%    3,579   0.4%    1,415   0.2%    1,588    0.2%
 Photo Copier                  434   0.1%      124   0.0%      322   0.0%    1,755   0.2%       79   0.0%      114    0.0%
 Micros Register             1,048   0.2%    1,664   0.3%      245   0.0%    1,879   0.2%      360   0.1%      262    0.0%
 Tools & Supplies            2,256   0.3%    1,372   0.2%    4,199   0.5%   10,722   1.2%    9,312   1.4%    2,874    0.3%
 Maintenance and Repairs     1,335   0.2%      482   0.1%    1,569   0.2%   24,176   2.8%    2,948   0.4%      852    0.1%
 Contract Labor Repair           0   0.0%        0   0.0%        0   0.0%        0   0.0%        0   0.0%        0    0.0%

  TOTAL REPAIRS &           ------------    ------------   -------------    ------------    ------------    -------------
   MAINTENANCE              35,708   5.2%   28,443   4.3%   31,236   4.0%   80,642   9.4%   46,839   7.0%   27,665    3.0%
                            ------------    ------------   -------------    ------------    ------------    -------------
</TABLE>
<PAGE>

                                                                          PAGE 4

SHILO INN - CASPER, WYOMING (101 units)
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)
FOR THE 12 MONTHS ENDED 8-31-96 (actual)

                                                            $500,000 remodel was
                                                            completed in 1995-96

<TABLE>
<CAPTION>
                                                                                                                     For The
                                                                                                                    12 Months Ended
                              1991              1992              1993             1994             1995             8-31-96
                            (actual)    %     (actual)    %     (actual)   %     (actual)    %    (actual)    %     (actual)   %
<S>                         <C>       <C>      <C>      <C>      <C>     <C>      <C>      <C>     <C>      <C>     <C>      <C>  
OTHER OPERATING EXPENSE
 Sales/Use/Taxes             4,195     0.6%     4,230    0.6%     5,998   0.8%    10,851    1.3%   21,863    3.3%     7,530   0.8%
 Credit Card Discounts       9,069     1.3%     7,654    1.2%     8,951   1.2%    10,107    1.2%    7,869    1.2%    11,015   1.2%
 Telecheck                     859     0.1%       906    0.1%     1,102   0.2%       932    0.1%      789    0.1%       496   0.1%
 Bad Debts                     326     0.0%     1,470    0.2%       496   0.1%     1,220    0.1%      675    0.1%       364   0.0%
 Cash Over/Short              (97)    -0.0%        80    0.0%       246   0.0%         5    0.0%      276    0.0%       220   0.0%
 Administrative Telephone    1,135     0.2%       742    0.1%     1,842   0.2%     7,568    0.9%    5,754    0.9%     3,966   0.4%
 Security Services               0     0.0%         0    0.0%         0   0.0%         0    0.0%        0    0.0%         0   0.0%
 Comps                           0     0.0%         0    0.0%         0   0.0%         0    0.0%        0    0.0%         0   0.0%
 Coin-op Laundry Services      100     0.0%       100    0.0%       479   0.1%       238    0.0%      317    0.0%       312   0.0%
 Dry Cleaning, Valet             0     0.0%         0    0.0%         0   0.0%         0    0.0%        0    0.0%         0   0.0%
 Flowers                         0     0.0%        36    0.0%        12   0.0%        46    0.0%      105    0.0%        74   0.0%
 Video Rentals                 187     0.1%       626    0.1%       856   0.1%       827    0.1%      619    0.1%       436   0.0%
 Vending Machine                                                                                                                  
  Maintenance                1,405     0.2%         4    0.0%         3   0.0%         0    0.0%        0    0.0%         0   0.0%
 Bank Fees                     276     0.0%       567    0.1%       593   0.1%       298    0.0%      588    0.1%       941   0.1%
 Equipment Rental            4,283     0.6%       735    0.1%     7,521   1.0%     8,938    1.0%    7,371    1.1%     3,677   0.4%
 Licenses and                                                                                                                     
  Miscellaneous Taxes           85     0.0%        96    0.0%        57   0.0%        75    0.0%      160    0.0%        84   0.0%
 Vehicle Repair &                                                                                                                 
  Maintenance                2,452     0.4%       382    0.1%       887   0.1%     1,423    0.2%    1,723    0.3%     1,346   0.1%
 Auto & Travel                 972     0.1%       897    0.1%       879   0.1%     3,237    0.4%    2,079    0.3%     1,296   0.1%
 Business Meals                447     0.1%       453    0.1%       870   0.1%       508    0.1%      525    0.1%       436   0.0%
 Training/Seminars             513     0.1%         0    0.0%         0   0.0%         0    0.0%        6    0.0%         0   0.0%
 Staff Travel                                                                                                                     
  Telephone                    238     0.0%        74    0.0%         0   0.0%        51    0.0%      799    0.1%       126   0.0%
 Theft Loss                      0     0.0%         0    0.0%         0   0.0%         0    0.0%        0    0.0%         0   0.0%
 Insurance Settlement -                                                                                                           
  Theft                          0     0.0%         0    0.0%         0   0.0%         0    0.0%        0    0.0%         0   0.0%
 Miscellaneous -                                                                                                                  
  Resale/Services              479     0.1%       497    0.1%     1,206   0.2%     1,470    0.2%    2,234    0.3%     1,677   0.2%
 Attorney Fees                   0     0.0%         0    0.0%         0   0.0%        80    0.0%        0    0.0%         0   0.0%
 Professional Fees             650     0.1%       675    0.1%       675   0.1%       675    0.1%      685    0.1%       626   0.1%
 Dues & Subscriptions        1,339     0.2%     1,348    0.2%     1,761   0.2%     1,526    0.2%    1,248    0.2%       896   0.1%
 Charitable Contributions        0     0.0%         0    0.0%         0   0.0%         0    0.0%        0    0.0%         0   0.0%
 Political Contributions         0     0.0%         0    0.0%         0   0.0%         0    0.0%        0    0.0%         0   0.0%
 Restaurant Expenses             0     0.0%         0    0.0%     1,009   0.1%     1,022    0.1%      184    0.0%       264   0.0%
  TOTAL OTHER OPERATING                                                                                                           
   EXPENSE                  29,516     4.3%    21,572    3.3%    35,523   4.6%    51,097    5.9%   55,863    8.3%    35,782   3.9%
                          ----------------   ---------------   --------------   ---------------  ---------------   --------------
  TOTAL OPERATING                                                                                                                 
   EXPENSE                 339,724    49.2%   327,801   49.4%   370,441  47.6%   489,964   57.0%  429,364   64.0%   431,779  47.0%
                          ----------------   ---------------   --------------   ---------------  ---------------   --------------
   TOTAL OPERATING                                                                                                                
    INCOME                 350,601    50.8%   335,162   50.6%   407,229  52.4%   369,346   43.0%  241,266   36.0%   487,100  53.0%
                          ----------------   ---------------   --------------   ---------------  ---------------   --------------
                                                                                                                                  
OTHER EXPENSE                                                                                                                     
 Insurance                   7,179     1.0%     6,275    0.9%     5,309   0.7%     6,857    0.8%    6,325    0.9%     6,943   0.8%
 Insurance Claims               21     0.0%       258    0.0%       453   0.1%         0    0.0%        0    0.0%         0   0.0%
 Property Tax                6,928     1.0%    11,102    1.7%     5,209   0.7%     8,025    0.9%    7,246    1.1%     5,472   0.6%
 Office Overhead            34,520     5.0%    33,148    5.0%    38,884   5.0%    42,966    5.0%   33,532    5.0%    45,944   5.0%
                          ----------------   ---------------   --------------   ---------------  ---------------   --------------
  TOTAL OTHER EXPENSE       48,654     7.0%    50,783    7.7%    49,855   6.4%    57,848    6.7%   47,103    7.0%    58,359   6.4%
                          ----------------   ---------------   --------------   ---------------  ---------------   --------------
   NET OPERATING                                                                                                                  
    INCOME                $302,727    43.7%  $284,379   42.9%  $357,375  46.0%  $311,499   36.2% $194,164   29.0%  $428,741  46.7%
                          ================   ===============   ==============   ===============  ===============   ==============
</TABLE>

                                                          Property under remodel
<PAGE>

- --------------------------------------------------------------------------------
                 -----------------------------------------------
                 RECONSTRUCTED INDUSTRY STANDARDS OPERATING DATA
                 ===============================================
                        TRENDS IN THE HOTEL INDUSTRY 1996
================================================================================

<TABLE>
<CAPTION>
                                     All Limited Service       Average for            Rate Group              Geographic Division
                                                                 Top 25%               Over $50                Mountain/Pacific
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>        <C>          <C>        <C>          <C>        <C>          <C>        <C>    
REVENUES                              % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room
                                      -------  -------------  -------  -------------  -------  -------------  -------  -------------
 Rooms                                  95.5%     $13,057       95.4%     $18,002       95.5%     $16,126       95.1%     $13,000
 Telephone                               2.4%        $331        2.4%        $449        2.4%        $406        2.3%        $313
 Other Income                            2.1%        $280        2.2%        $427        2.1%        $359        2.6%        $355
- ------------------------------------------------------------------------------------------------------------------------------------
Total Revenue                          100.0%     $13,668      100.0%     $18,878      100.0%     $16,891      100.0%     $13,668
                                                                                    
EXPENSES                                                                            
Departmental Expenses                                                               
 Rooms Department                       23.2%      $3,166       20.9%      $3,950       22.0%      $3,721       23.6%      $3,227
 Telephone                               1.5%        $206        1.4%        $256        1.4%        $235        1.4%        $186
Other Departments                        0.6%         $80        0.7%        $139        0.7%        $111        0.5%         $75
                                                                                    
Undistributed Operating Expenses                                                    
 Administrative & General                9.0%      $1,225        7.8%      $1,463        8.4%      $1,422        8.5%      $1,163
 Franchise Fees                          1.9%        $256        1.4%        $265        1.7%        $292        0.9%        $122
 Marketing                               3.7%        $510        3.7%        $691        4.0%        $669        3.9%        $530
 Property Operations & Maintenance       5.6%        $759        4.5%        $858        4.9%        $835        6.2%        $843
 Energy (Utilties)                       5.0%        $681        3.9%        $744        4.4%        $751        4.6%        $633
                                                                                    
Fixed Charges                                                                       
 Management                              2.8%        $380        3.2%        $597        2.9%        $484        3.1%        $430
 Property Tax & Other Charges            4.0%        $548        4.1%        $773        4.0%        $679        3.5%        $473
 Insurance                               1.1%        $147        1.1%        $203        1.1%        $178        1.2%        $159
- ------------------------------------------------------------------------------------------------------------------------------------
Total Expenses                          58.4%      $7,958       52.7%      $9,939       55.5%      $9,377       57.4%      $7,841

Net Income Before Reserves              41.6%      $5,710       47.3%      $8,939       44.5%      $7,514       42.6%      $5,827
                                                                                    
Percentage Occupancy                    66.9%                   78.1%                   73.5%                   66.8%
Average Daily Rate                     $51.15                  $63.13                  $60.14                  $53.28
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                   QUALIFICATIONS OF JAMES E. WREN, SRA, SRPA
                              Real Estate Appraiser

Formal Education:           Hillsboro College, Hillsboro, TX University of
                            Wyoming, Laramie, WY

Appraisal Experience:       Fee Appraiser - 21 years

Business Position:          Owner/Appraiser - James E. Wren Company

Appraisal Courses:          SREA: Course 101
 Successfully Passed:        "An Introduction to Appraising Real Property"
                            SREA: Course 102
                             "Applied Residential Property Valuation"
                            SREA: Course 201
                             "Principles of Income Property Appraising"
                            SREA: Course 202
                             "Applied Income Property Valuation"
                            Appraisal Institute Courses 410 and 420
                             Uniform Standards of Professional
                             Appraisal Practice and Ehtics

Professional Memberships:   Member - APPRAISAL INSTITUTE
                            (Effective January 1, 1991, the Society of Real
                            Estate Appraisers and the American Institute of Real
                            Estate Appraisers merged to create the Appraisal
                            Institute.)

Professional Designations:  "SRA" - Senior Residential Appraiser
                            "SRPA" - Senior Real Property Appraiser
                            "Wyoming Certified General Real Estate Appraiser"
                            (Permit No. 15)

Offices Held:               Wyoming Chapter of the Appraisal
                             Institute President - 1990
                            Director - 1983-1991, 1993-1995
                            Education Chairman - 1983, 1984, 1988, 1989
                            Director, Casper Board of Realtors - 1994-1996
                            Board Member - Wyoming Certified Appraisal Board -
                            1995-1998

Association Memberships:    National Association of Realtors
                            Casper Board of Realtors
                            Casper Multiple Listing Service
                            Licensed Wyoming Real Estate Broker
                            Member, FHA fee Panel

Qualified Experience:       I am qualified and have experience in appraising the
                            following type of properties:

                            (1) Single Family Residential Units
                            (2) Condominiums - Existing and Proposed
                            (3) 1 - 4 Family and Multi Unit Apartments
<PAGE>

                            (4)  Commercial and Industrial properties, including
                                 warehouses, shops, office buildings, motels,
                                 hotels, service stations, and retail stores.
                            (5)  Raw land
                            (6)  Subdivisions
                            (7)  Ranches and farms
                            (8)  Businesses as "Going Concerns" in their
                                 entirety
                            (9)  Eminent Domain appraisals for condemnation
                                 proceedings
                            (10) Tax and estate cases

Qualifications as an
Expert Witness:             U.S. District Court - Cheyenne, WY
                            U.S. District Court - Casper, WY
                            Wyoming District Court - Casper, WY
                            Wyoming District Court - Douglas, WY

Continuing Education:       The Appraisal Institute (formerly the Society of
                            Real Estate Appraisers) conducts a voluntary program
                            of continuing education for its designated members.
                            Designated Members who meet the minimum standards of
                            this program are awarded periodic education
                            certification. As of the date of this report, I,
                            James E. Wren, have completed the requirements under
                            the continuing education program of the Appraisal
                            Institute, and am certified through December 31,
                            1998.

Continuing Education Courses:

Appraising Rural Residential Properties
The American Society of Farm Management and
  Rural Appraisers
Riverton, Wyoming, April 24-26, 1996

Advanced Cost Approach

Wyoming Appraisal Board
Casper, Wyoming, October 12-14, 1995

Appraisal From Blueprints and Specifications
Appraisal Institute
Casper, Wyoming, May 19, 1995

Fair Lending and the Appraiser
Appraisal Institute
Casper, Wyoming, January 6, 1995

Subdivision Analysis
Appraisal Institute
Deadwood, South Dakota, June, 1994

The New Uniform Residential Real Estate Appraisal Report (URAR)
Appraisal Institute
Casper, Wyoming, January, 1994

Uniform Standards and Ethics of Professional
Appraisal Practice - Parts A & B
Appraisal Institute
Sheridan, Wyoming, August, 1995

HUD/FHA Annual Appraiser Training Seminar
Casper, Wyoming
January 26, 1995

Uniform Standards and Ethics of Professional Appraisal Practice - Parts A & B
Appraisal Institute
Reno, Nevada, July, 1994

Departure Provisional of "USPAP"
Appraisal Foundation
Rapid City, South Dakota, April, 1994

American Society of Farm Managers and Rural Appraisers' Highest an Best Use
Appraisal Institute and ASFMRA
August, 1993
<PAGE>

================================================================================

LIMITED-SERVICE HOTELS
Performance in 1995
================================================================================

Since the proliferation of all the new limited-service chains in the mid-1980s,
this hotel segment has been viewed extremely favorably. For hotel guests, new
limited-service hotels offered a guest room that was frequently superior to
existing full-service hotels at one-half to two-thirds the price. For hotel
managers, the properties were simple to operate. For the hotel ownership and
financial community, limited-service properties represented high profit margins
with a lesser degree of financial risk.

After ten years of being the darling child of the industry, however, it appears
that limited-service hotels have not only matured in the marketplace, but are
beginning to show some signs of fatigue. For the first time since 1984, the
limited-service hotel segment achieved the lowest occupancy of any property type
surveyed in Trends in the Hotel Industry.

Realistically, all this means is that the limited-service hotel segment is not
enjoying the upside of the industry resurgence to the same degree as the other
types of hotels. Limited-service properties still achieved an aggregate
occupancy just shy of 70 percent, and their average room rates rose 5.9 percent,
second highest of all segments. In addition, an average operating profit margin
of 41.8 percent still make these properties the most fiscally efficient.

                             LIMITED-SERVICE HOTELS

                                   Market Mix

    [THE FOLLOWING TABLE WAS DEPICTED AS A PIE CHART IN THE PRINTED MATERIAL]

                              ----------------------
                               Convention      0.4%

                               Conference      1.9%

                               Other           0.5%

                               Business       45.8%

                               Tourists       51.4%
                              ----------------------

However, a degree of caution needs to be raised. The vast majority of new hotel
construction (measured in number of properties) is still occurring in this
segment. In several suburban markets in the United States, we have seen
localized pockets of overdevelopment causing significant declines in market
occupancies. This should not be construed as a blanket condemnation of all
limited-service hotel development, but it should be a warning to examine the
individual merits of each proposed project. Even with low development costs and
high profit margins, automatic success is not as sure as it has been in the
past. With increasing competition, time has proven that the need to maintain a
quality facility and offer good service is crucial in determining the success of
a limited-service operation.

================================================================================


74
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                                Figure Number 14
================================================================================

<TABLE>
<CAPTION>
                                                                                         Rate Groups
                                                                              ---------------------------------
                                                        All         Average                $35.00
                                                  Limited-Service     for       Under        to          Over
                                                       Hotels       Top 25%*    $35.00     $50.00       $50.00
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                95.5%        95.4%       94.4%      95.7%        95.5%
   Telephone                                             2.4          2.4         2.6        2.4          2.4
   Other Operated Departments                            0.8          0.9         1.3        0.7          0.8
   Rentals and Other Income                              1.2          1.3         1.6        1.2          1.3
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                23.2%        20.9%       28.3%      24.3%        22.0%
   Telephone                                             1.5          1.4         2.1        1.6          1.4
   Other Operated Departments                            0.6          0.7         0.6        0.5          0.7
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           25.3%        23.0%       31.0%      26.4%        24.1%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   74.7%        77.0%       69.0%      73.6%        75.9%

Undistributed Operating Expenses:**
   Administrative and General                            9.0%         7.8%       11.2%       9.5%         8.4%
   Franchise Fees                                        1.9          1.4         1.7        2.1          1.7
   Marketing and Guest Entertainment                     3.7          3.7         4.5        3.3          4.0
   Property Operation and Maintenance                    5.6          4.5        10.3        6.0          4.9
   Energy Costs                                          5.0          3.9         7.6        5.5          4.4
   Other Unallocated Operated Departments                --           --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       25.1%        21.3%       35.3%      26.5%        23.5%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          49.6%        55.7%       33.7%      47.1 %       52.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       2.8%         3.2%        3.1%       2.6%         2.9%
   Property Taxes and Other Municipal Charges            4.0          4.1         3.5        4.0          4.0
   Insurance on Buildings and Contents                   1.1          1.1         1.2        1.1          1.1
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     7.8%         8.3%        7.8%       7.7%         7.9%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    41.8%        47.3%       25.9%      39.4%        44.5%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                13.3%        11.7%       17.5%      14.2%        12.4%
   Payroll Taxes and Employee Benefits                   3.5          3.4         4.0        3.4          3.5
                                                  -------------------------------------------------------------
     Subtotal                                           16.8%        15.1%       21.5%      17.6%        15.9%
   Laundry, Linen, and Guest Supplies                    1.6          1.2         3.3        1.8          1.3
   Commissions and Reservation Expenses                  1.6          1.6         1.0        1.4          1.7
   Complimentary Food and/or Beverage Expenses           1.7          1.6         0.6        1.8          1.7
   All Other Expenses                                    2.7          2.5         3.6        2.7          2.6
                                                  -------------------------------------------------------------
     Total Rooms Expense                                24.4%        22.0%       30.0%      25.3%        23.2%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            75.6%        78.0%       70.0%      74.7%        76.8%
                                                  =============================================================
Percentage of Occupancy                                 69.9%        78.1%       64.3%      67.3%        73.5%
Average Daily Rate per Occupied Room                   $51.15       $63.13      $31.31     $44.34       $60.14
Average Size (Rooms)                                     107          111          98        100          116
</TABLE>

================================================================================

  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              75
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995
Ratios to Total Revenues
Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                        Geographic Divisions
                                                  -------------------------------------------------------------
                                                    New England                                        Mountain
                                                        and          North      South       South         and
                                                  Middle Atlantic   Central    Atlantic    Central      Pacific
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                94.3%        95.4%       94.8%      96.9%        95.1%
   Telephone                                             3.0          2.7         2.7        2.0          2.3
   Other Operated Departments                            1.5          0.4         1.2        0.3          0.9
   Rentals and Other Income                              1.2          1.5         1.3        0.7          1.7
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                26.6%        23.1%       22.6%      22.2%        23.6%
   Telephone                                             1.7          1.5         1.7        1.4          1.4
   Other Operated Departments                            1.3          0.3         0.9        0.3          0.5
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           29.6%        24.9%       25.2%      23.8%        25.5%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   70.4%        75.1%       74.8%      76.2%        74.5%

Undistributed Operating Expenses:**
   Administrative and General                           10.2%         8.7%        9.8%       8.4%         8.5%
   Franchise Fees                                        2.9          2.8         2.6        1.2          0.9
   Marketing and Guest Entertainment                     4.5          3.9         4.3        2.8          3.9
   Property Operation and Maintenance                    5.7          5.0         5.6        5.3          6.2
   Energy Costs                                          6.0          4.7         5.4        4.7          4.6
   Other Unallocated Operated Departments                0.1          --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       29.4%        25.1%       27.9%      22.3%        24.1%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          40.9%        50.0%       46.9%      53.8 %       50.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       3.5%         4.2%        2.9%       1.4%         3.1%
   Property Taxes and Other Municipal Charges            5.5          4.7         3.6        3.9          3.5
   Insurance on Buildings and Contents                   0.7          0.7         1.1        1.3          1.2
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     9.6%         9.6%        7.6%       6.6%         7.8%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    31.3%        40.4%       39.3%      47.2%        42.6%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                15.6%        13.6%       12.9%      12.3%        13.8%
   Payroll Taxes and Employee Benefits                   4.7          2.4         3.1        3.8          3.7
                                                  -------------------------------------------------------------
     Subtotal                                           20.3%        16.0%       16.0%      16.1%        17.5%
   Laundry, Linen, and Guest Supplies                    1.6          2.0         1.7        0.9          1.9
   Commissions and Reservation Expenses                  2.1          1.8         1.8        1.0          1.6
   Complimentary Food and/or Beverage Expenses           1.3          2.0         1.7        1.8          1.4
   All Other Expenses                                    3.0          2.4         2.6        3.0          2.4
                                                  -------------------------------------------------------------
     Total Rooms Expense                                28.3%        24.2%       23.8%      22.8%        24.8%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            71.7%        75.8%       76.2%      77.2%        75.2%
                                                  =============================================================
Percentage of Occupancy                                 69.0%        71.6%       70.9%      71.0%        66.8%
Average Daily Rate per Occupied Room                   $58.94       $49.83      $48.92     $49.93       $53.28
Average Size (Rooms)                                     116           80         123        122           96
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

76
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                    Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                      Property Size Classifications
                                                  -------------------------------------
                                                       Under        75 to        Over   
                                                        75           150         150   
                                                       Rooms        Rooms       Rooms
                                                  -------------------------------------
<S>                                                    <C>          <C>         <C>    
Revenues:
   Rooms                                                96.0%        95.9%       93.9% 
   Telephone                                             2.6          2.3         2.6  
   Other Operated Departments                            0.3          0.7         1.7  
   Rentals and Other Income                              1.1          1.1         1.9  
                                                  -------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0% 

Departmental Costs and Expenses:
   Rooms                                                22.1%        23.0%       24.5% 
   Telephone                                             1.6          1.5         1.6  
   Other Operated Departments                            0.2          0.5         1.2  
                                                  -------------------------------------
     Total Costs and Expenses                           23.8%        25.0%       27.3% 
                                                  -------------------------------------
   Total Operated Departmental Income                   76.2%        75.0%       72.7% 

Undistributed Operating Expenses:**
   Administrative and General                            8.3%         9.0%        9.3% 
   Franchise Fees                                        2.6          1.7         1.9  
   Marketing and Guest Entertainment                     3.7          3.6         4.3  
   Property Operation and Maintenance                    5.5          5.5         5.7  
   Energy Costs                                          4.6          5.0         5.2  
   Other Unallocated Operated Departments                --           --          --   
                                                  -------------------------------------
     Total Undistributed Expenses                       24.7%        24.9%       26.5% 
                                                  -------------------------------------
   Income before Fixed Charges                          51.5%        50.2%       46.2% 

Management Fees, Property Taxes, and Insurance:**
   Management Fees                                       6.2%         2.2%        2.5% 
   Property Taxes and Other Municipal Charges            3.8          4.0         4.1  
   Insurance on Buildings and Contents                   0.6          1.1         1.3  
                                                  -------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                    10.6%         7.3%        8.0% 
                                                  -------------------------------------
Income before Other Fixed Charges***                    40.9%        42.9%       38.2% 
                                                  =====================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0% 
Departmental Expenses:
   Salaries and Wages including Vacation                13.0%        13.1%       14.3% 
   Payroll Taxes and Employee Benefits                   2.1          3.5         4.3  
                                                  -------------------------------------
     Subtotal                                           15.1%        16.6%       18.6% 
   Laundry, Linen, and Guest Supplies                    2.6          1.4         1.5  
   Commissions and Reservation Expenses                  1.6          1.5         1.8  
   Complimentary Food and/or Beverage Expenses           1.6          1.8         1.1  
   All Other Expenses                                    2.1          2.7         3.1  
                                                  -------------------------------------
     Total Rooms Expense                                23.0%        24.0%       26.1% 
                                                  -------------------------------------
   Rooms Departmental Income                            77.0%        76.0%       73.9% 
                                                  =====================================
Percentage of Occupancy                                 69.0%        70.2%       69.9% 
Average Daily Rate per Occupied Room                   $47.93       $50.46      $56.90 
Average Size (Rooms)                                      54          118         186  
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              77
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15
================================================================================

<TABLE>
<CAPTION>
                                                    All Limited-Service              Average for
                                                           Hotels                      Top 25%*
                                                  -------------------------   ----------------------
                                                                  Compared                 Compared
                                                       1995       with 1994      1995      with 1994
                                                  --------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>    
Revenues:                                                                                           
   Rooms                                            $ 13,057          6.7%   $ 18,002          7.3% 
   Telephone                                             331          4.0         449          4.1  
   Other Operated Departments                            110          9.6         178        (12.0) 
   Rentals and Other Income                              170         17.4         249         30.1  
                                                  --------------------------------------------------
     Total Revenues                                 $ 13,669          6.8%   $ 18,878          7.2% 
                                                                                                    
Departmental Costs and Expenses:                                                                    
   Rooms                                            $  3,166          4.5%   $  3,950          3.4% 
   Telephone                                             206          7.3         256          9.0  
   Other Operated Departments                             80         34.5         139         27.9  
                                                  --------------------------------------------------
     Total Costs and Expenses                       $  3,452          5.2%   $  4,345          4.4% 
                                                  --------------------------------------------------
   Total Operated Departmental Income               $ 10,216          7.3%   $ 14,532          8.1% 
                                                                                                    
Undistributed Operating Expenses:**                                                                 
   Administrative and General                       $  1,225          8.4%   $  1,463          8.7% 
   Franchise Fees                                        256         10.7         265         (4.6) 
   Marketing and Guest Entertainment                     510          5.3         691          8.1  
   Property Operation and Maintenance                    759          5.8         858          3.4  
   Energy Costs                                          681         (3.2)        744         (3.5) 
   Other Unallocated Operated Departments                  3          N/C         --           --   
                                                  --------------------------------------------------
     Total Undistributed Expenses                   $  3,435          5.1%   $  4,021          4.1% 
                                                  --------------------------------------------------
   Income before Fixed Charges                      $  6,782          8.4%   $ 10,511          9.8% 
                                                                                                    
Management Fees, Property Taxes, and Insurance:**                                                   
   Management Fees                                  $    380        (24.0)%  $    597        (22.6)%
   Property Taxes and Other Municipal Charges            545          2.8         773          4.5  
   Insurance on Buildings and Contents                   147         (3.2)        203          6.6  
                                                  --------------------------------------------------
     Total Management Fees, Property Taxes,                                                         
       and Insurance                                $  1,072         (9.3)%  $  1,573         (7.5)%
                                                  --------------------------------------------------
Income before Other Fixed Charges***                $  5,710         12.5%   $  8,938         13.5% 
                                                  ==================================================
                                                                                                    
Rooms Department:                                                                                   
   Rooms Net Revenue                                $ 13,057          6.7%   $ 18,002          7.3% 
                                                                              
Departmental Expenses:                                                                              
   Salaries and Wages including Vacation            $  1,735          2.5%   $  2,107          1.5% 
   Payroll Taxes and Employee Benefits                   456         (2.2)        606         (1.1) 
                                                  --------------------------------------------------
     Subtotal                                       $  2,191          1.5%   $  2,713          0.9% 
   Laundry, Linen, and Guest Supplies                    203        (13.3)        211        (20.1) 
   Commissions and Reservation Expenses                  203          8.3         289          0.8  
   Complimentary Food and/or Beverage Expenses           219         12.7         287          6.7  
   All Other Expenses                                    350         38.1         450         45.0  
                                                  --------------------------------------------------
     Total Rooms Expense                            $  3,166          4.5%   $  3,950          3.4% 
                                                  --------------------------------------------------
   Rooms Departmental Income                        $  9,891          7.4%   $ 14,052          8.4% 
                                                  ==================================================
Percentage of Occupancy                                 69.9%         0.8%       78.1%         0.8% 
Average Daily Rate per Occupied Room                $   51.15         5.9%   $   63.13         6.4% 
Average Size (Rooms)                                     107         (0.2)%       111          0.1% 
</TABLE>

================================================================================

N/C - Data not comparable.
  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

78
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                                               Rate Groups
                                                  ---------------------------------------------------------------------------
                                                        Under $35.00           $35.00 to $50.00             Over $50.00
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>        <C>           <C>    
Revenues:                                                                                                                    
1  Rooms                                            $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
2  Telephone                                             206         (2.2)        277          3.3         406          5.0  
3  Other Operated Departments                            105          N/C          79         43.1         142         (7.0) 
4  Rentals and Other Income                              123        (10.8)        132         11.1         217         25.1  
                                                  ---------------------------------------------------------------------------
5    Total Revenues                                 $  7,788          3.8%   $ 11,384          7.0%   $ 16,891          6.8% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
6  Rooms                                            $  2,202          8.5%   $  2,766          5.0%   $  3,721          3.8% 
7  Telephone                                             166         (1.2)        184          6.6         235          8.8  
8  Other Operated Departments                             46         (1.2)         55          N/C         111         30.2  
                                                  ---------------------------------------------------------------------------
9    Total Costs and Expenses                       $  2,414          7.5%   $  3,005          5.7%   $  4,067          4.7% 
                                                  ---------------------------------------------------------------------------
10 Total Operated Departmental Income               $  5,374          2.2%   $  8,379          7.4%   $ 12,824          7.5% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
11 Administrative and General                       $    875          7.9%   $  1,084          7.5%   $  1,422          9.2% 
12 Franchise Fees                                        130          3.7         240         19.9         292          4.2 
13 Marketing and Guest Entertainment                     351         (0.3)        379          5.4         669          5.6  
14 Property Operation and Maintenance                    802         18.1         680          6.1         835          4.1  
15 Energy Costs                                          589         (9.3)        626         (3.7)        751         (2.1) 
16 Other Unallocated Operated Departments                 --          --            3          N/C           4          N/C  
                                                  ---------------------------------------------------------------------------
17   Total Undistributed Expenses                   $  2,748          5.0%   $  3,013          5.3%   $  3,972          4.9% 
                                                  ---------------------------------------------------------------------------
18 Income before Fixed Charges                      $  2,626         (0.6)%  $  5,366          8.7%   $  8,851          8.6% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
19 Management Fees                                  $    244          2.2%   $    300        (25.6)%  $    484        (24.4)%
20 Property Taxes and Other Municipal Charges            275        (10.2)        457          3.5         675          3.2  
21 Insurance on Buildings and Contents                    90        (21.9)        124         (6.4)        178          1.0  
                                                  ---------------------------------------------------------------------------
22   Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $    609         (7.7)%  $    881         (9.8)%  $  1,337         (9.1)%
                                                  ---------------------------------------------------------------------------
23 Income before Other Fixed Charges***             $  2,017          1.7%   $  4,485         13.3%   $  7,514         12.5% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
24 Rooms Net Revenue                                $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
                                                                                                                             
Departmental Expenses:                                                                                                       
25 Salaries and Wages including Vacation            $  1,285          4.9%   $  1,548          2.8%   $  1,995          2.0% 
26 Payroll Taxes and Employee Benefits                   296          6.6         369         (4.9)        568         (0.9) 
                                                  ---------------------------------------------------------------------------
27   Subtotal                                       $  1,581          5.3%   $  1,917          1.2%   $  2,563          1.4% 
28 Laundry, Linen, and Guest Supplies                    241         17.1         197         (7.9)        204        (21.5) 
29 Commissions and Reservation Expenses                   74         12.5         158         13.5         269          5.2  
30 Complimentary Food and/or Beverage Expenses            45         22.6         196         18.5         267          8.3  
31 All Other Expenses                                    261         18.8         298         35.3         417         42.2  
                                                  ---------------------------------------------------------------------------
32   Total Rooms Expense                            $  2,202          8.5%   $  2,766          5.1%   $  3,720          3.8% 
                                                  ---------------------------------------------------------------------------
33 Rooms Departmental Income                        $  5,151          1.6%   $  8,129          7.5%   $ 12,406          7.7% 
                                                  ===========================================================================
34 Percentage of Occupancy                              64.3%         2.2%       67.3%         1.1%       73.5%         0.3% 
35 Average Daily Rate per Occupied Room             $   31.31         1.3%   $   44.34         5.7%   $   60.14         6.4% 
36 Average Size (Rooms)                                   98         (0.6)%       100         (0.2)%       116         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              79
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                         Geographic Divisions
   -----------------------------------------------------------------------------------------------------------------------------
         New England                   North                    South                    South                  Mountain
     and Middle Atlantic              Central                  Atlantic                 Central                and Pacific    
   -------------------------  -----------------------  -----------------------  -----------------------  -----------------------
                   Compared                 Compared                 Compared                 Compared                 Compared 
        1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994
   -----------------------------------------------------------------------------------------------------------------------------
<S>  <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>    
                                                                                                                                
1    $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
2         465          0.1         369          8.1         355         13.6         270         (1.9)        313          0.1  
3         240         34.0          58         36.6         166         33.3          46         (0.2)        122        (21.2) 
4         191         16.7         200         20.3         178         15.9          95          5.0         233         24.8  
   -----------------------------------------------------------------------------------------------------------------------------
5    $ 15,747          6.6%   $ 13,645          6.9%   $ 13,350         11.5%   $ 13,354          4.0%   $ 13,668          5.8% 
                                                                                                                                
                                                                                                                                
6    $  4,191          5.1%   $  3,148          4.8%   $  3,019          6.8%   $  2,958          3.1%   $  3,227          3.8% 
7         264         (5.3)        204          1.6         230          8.2         188         15.3         186          8.2  
8         209         46.4          42          N/C         118         33.4          38          N/C          75          9.6  
   -----------------------------------------------------------------------------------------------------------------------------
9    $  4,664          5.8%   $  3,394          5.1%   $  3,367          7.6%   $  3,185          4.1%   $  3,488          4.2% 
   -----------------------------------------------------------------------------------------------------------------------------
10   $ 11,083          6.9%   $ 10,252          7.5%   $  9,984         12.9%   $ 10,169          4.0%   $ 10,180          6.3% 
                                                                                                                                
                                                                                                                                
11   $  1,611          8.0%   $  1,187          5.6%   $  1,311         10.7%   $  1,118         10.4%   $  1,163          5.8% 
12        463          4.3         384          6.8         353         12.8         160         10.7         122         24.0  
13        715        (13.0)        537         10.0         575          4.2         372         13.8         530          7.3  
14        894          3.6         679         (0.3)        754          8.2         702          2.7         843         11.7  
15        945         (0.2)        645         (1.9)        725          1.2         627         (3.5)        633         (9.7) 
16          8        (40.1)        --           --            6          --            4          --          --           --   
   -----------------------------------------------------------------------------------------------------------------------------
17   $  4,636          1.2%   $  3,432          3.7%   $  3,724          7.6%   $  2,983          5.9%   $  3,290          4.6% 
   -----------------------------------------------------------------------------------------------------------------------------
18   $  6,447         11.5%   $  6,820          9.6%   $  6,260         16.4%   $  7,186          3.2%   $  6,889          7.1% 
                                                                                                                                
                                                                                                                                
19   $    544         15.2%   $    569         (3.5)%  $    387         (8.4)%  $    192          N/C    $    430        (20.4)%
20        863         15.3         640          2.6         476          0.3         518          0.3%        473          2.1  
21        107        (39.2)         98        (13.6)        146         (6.4)        174         22.2         159         (9.4) 
   -----------------------------------------------------------------------------------------------------------------------------
22   $  1,514          8.4%   $  1,307         (1.5)%  $  1,009         (4.1)%  $    884        (23.3)%  $  1,062         (9.9)%
   -----------------------------------------------------------------------------------------------------------------------------
23   $  4,933         12.4%   $  5,513         12.6%   $  5,251         21.3%   $  6,302          8.4%   $  5,828         11.0% 
   =============================================================================================================================
                                                                                                                                
                                                                                                                                
24   $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
                                                                                                                                
                                                                                                                                
25   $  2,317          2.8%   $  1,770          5.8%   $  1,637          3.0%   $  1,590          0.6%   $  1,790          2.1% 
26        693          6.8         317        (12.3)        397          1.6         488         (3.2)        480         (3.0) 
   -----------------------------------------------------------------------------------------------------------------------------
27   $  3,010          3.7%   $  2,087          2.6%   $  2,034          2.7%   $  2,078         (0.4)%  $  2,270          1.0% 
28        237         (8.1)        260          2.9         215        (12.2)        120        (38.7)        247         (2.0) 
29        306         (4.2)        234          1.0         224         15.9         136          8.3         211         14.2  
30        199         48.4         260          8.6         211         24.8         234          4.2         187          8.5  
31        440         18.1         307         25.7         334         39.6         389          N/C         311         24.3  
   -----------------------------------------------------------------------------------------------------------------------------
32   $  4,192          5.1%   $  3,148          4.8%   $  3,018          6.8%   $  2,957          3.0%   $  3,226          3.8% 
   -----------------------------------------------------------------------------------------------------------------------------
33   $ 10,659          6.8%   $  9,870          7.2%   $  9,633         12.6%   $  9,986          4.5%   $  9,774          6.7% 
   =============================================================================================================================
27       69.0%         1.3%       71.6%         0.2%       70.9%         3.7%       71.0%        (1.2)%      66.8%         0.6% 
28   $   58.94         5.0%   $   49.83         6.4%   $   48.92         7.2%   $   49.93         5.4%   $   53.28         5.3% 
29        116         (1.0)%        80          --          123         (0.2)%       122         (0.3)%        96         (0.1)%
</TABLE>

================================================================================

                                                                     (Continued)

80
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                         Property Size Classifications
                                                  ---------------------------------------------------------------------------
                                                             Under                  75 to 150                   Over
                                                           75 Rooms                   Rooms                  150 Rooms
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                 <C>             <C>      <C>             <C>      <C>            <C>    
Revenues:                                                                                                                    
   Rooms                                            $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
   Telephone                                             330         10.5         316          3.2         399          2.6  
   Other Operated Departments                             38         (7.5)         89          2.7         259         24.9  
   Rentals and Other Income                              137         42.5         150         19.3         286          5.8  
                                                  ---------------------------------------------------------------------------
     Total Revenues                                 $ 12,577          5.5%   $ 13,486          6.9%   $ 15,394          7.3% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
   Rooms                                            $  2,779          2.7%   $  3,103          5.1%   $  3,770          3.9% 
   Telephone                                             195         (0.2)        199          9.3         246          6.0  
   Other Operated Departments                             25         28.6          65          N/C         191         16.2  
                                                  ---------------------------------------------------------------------------
     Total Costs and Expenses                       $  2,999          2.7%   $  3,368          5.9%   $  4,206          4.6% 
                                                  ---------------------------------------------------------------------------
   Total Operated Departmental Income               $  9,578          6.4%   $ 10,118          7.2%   $ 11,187          8.4% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
   Administrative and General                       $  1,038          6.4%   $  1,213          8.8%   $  1,437          8.3% 
   Franchise Fees                                        332         10.1         232         14.5         297         (0.2)
   Marketing and Guest Entertainment                     465         (0.7)        485          7.8         656          1.6  
   Property Operation and Maintenance                    692          7.3         745          5.6         878          5.5  
   Energy Costs                                          576        (10.7)        673         (2.9)        803          0.8  
   Other Unallocated Operated Departments                 --          N/C           4          N/C           4          --   
                                                  ---------------------------------------------------------------------------
     Total Undistributed Expenses                   $  3,102          2.2%   $  3,352          5.8%   $  4,075          4.5% 
                                                  ---------------------------------------------------------------------------
   Income before Fixed Charges                      $  6,476          8.5%   $  6,766          7.8%   $  7,112         10.7% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
   Management Fees                                  $    775          6.5%   $    299        (33.3)%  $    388        (26.8)%
   Property Taxes and Other Municipal Charges            473          0.1         539          3.0         634          4.0  
   Insurance on Buildings and Contents                    81        (40.5)        146         (1.2)        206         14.1  
                                                  ---------------------------------------------------------------------------
     Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $  1,330         (0.6)%  $    984        (12.1)%  $  1,228         (7.0)%
                                                  ---------------------------------------------------------------------------
   Income before Other Fixed Charges***             $  5,146         11.1%   $  5,782         12.2%   $  5,884         15.3% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
   Rooms Net Revenue                                $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
                                                                                                                             
Departmental Expenses:                                                                                                       
   Salaries and Wages including Vacation            $  1,572          3.0%   $  1,691          2.7%   $  2,066          1.6% 
   Payroll Taxes and Employee Benefits                   254        (14.3)        458         (2.3)        618          3.4  
                                                  ---------------------------------------------------------------------------
     Subtotal $                                     $  1,826          0.2%   $  2,149          1.5%   $  2,684          2.0% 
   Laundry, Linen, and Guest Supplies                    320         21.1         176        (20.7)        217        (16.4) 
   Commissions and Reservation Expenses                  192         12.2         191         10.9         264         (1.1) 
   Complimentary Food and/or Beverage Expenses           194          9.9         237         13.6         163          9.8  
   All Other Expenses                                    247         (8.8)        349         49.1         442         37.8  
                                                  ---------------------------------------------------------------------------
     Total Rooms Expense                            $  2,779          2.7%   $  3,102          5.0%   $  3,770          3.9% 
                                                  ---------------------------------------------------------------------------
   Rooms Departmental Income                        $  9,293          5.8%   $  9,829          7.4%   $ 10,680          8.4% 
                                                  ===========================================================================
   Percentage of Occupancy                              69.0%         0.1%       70.2%         0.7%       69.6%         1.8% 
   Average Daily Rate per Occupied Room             $   47.93         5.0%   $   50.46         6.2%   $   56.90         5.3% 
   Average Size (Rooms)                                   54         (0.1)%       118         (0.2)%       186         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              81
<PAGE>

                              SMITH TRAVEL RESEARCH
                     HOTEL OPERATING STATISTICS 1996 REPORT
================================================================================

LIMITED-SERVICE HIGHLIGHTS

o     Limited-service hotels showed strong profitability improvement from 14.6
      percent of total revenue in 1994 to 23.0 percent in 1995.

o     Sample Characteristics:

        -   Sample comprised of 1,410 limited-service hotels.

        -   Occupancy was slightly lower at 72.7 percent...highest occupancies
            were in Southeast states.

        -   Room Rates increased 1.4 percent to $55.18...highest ADR's were in
            Middle Atlantic (New York) and Pacific (Hawaii) regions.

        -   RevPAR improved to $40.12.

o     Gross operating profit (GOP) (before management fees) improved from 45.2
      percent in 1994 to 46.6 percent in 1995...GOP was above 44 percent across
      all census regions except New England.

o     Higher priced properties generally reported higher GOP and pre-tax income.

o     Total fixed charges (including property taxes and insurance) decreased
      12.5 percent from $3,530 per available room in 1994 to $3,087 in
      1995...fixed charges were highest in Mountain and Pacific regions.

o     Payroll and related expenses, as a ratio to sales, were higher for West
      South Central and Pacific region properties...highest labor expense per
      available room was in Pacific region (Hawaii).

o     Expressed as an amount per available room, limited-service profits
      improved over 12 percent from $3,091 per room in 1994 to $3,474 in 1995
      due to GOP enhancements and reduced fixed charges.

o     Properties in the Central regions reported the highest pre-tax income
      ranging from 22.8 percent to 29.4 of total revenue, while properties in
      New England reported the lowest pre-tax income at 13.0 percent of total
      revenue.

o     Chain-Affiliated properties, with pre-tax income of 23.8 percent, were
      more profitable than the reporting Independent properties at 10.4 percent.


24
<PAGE>

Limited-Service Hotels--Statements of Operating Income & Expenses - 1995

<TABLE>
<CAPTION>
- --------------------------------     -----------------------------------------------------------------------------------------------
                                                                             Geographic Region
- --------------------------------     -----------------------------------------------------------------------------------------------
Ratios to Sales                          New     Middle     South   East North  East South  West North  West South
                                       England  Atlantic  Atlantic    Central     Central     Central     Central  Mountain  Pacific
<S>                                    <C>       <C>       <C>        <C>         <C>          <C>        <C>        <C>      <C>   
Occupancy                               66.1%     70.8%     75.0%      73.4%       74.7%        72.4%      72.3%      73.3%    68.7%
Average Size of Property (Rooms)         105       112       125        114         114          123        127        124      133
Average Rate                           $52.95    $60.23    $52.66     $53.88      $51.96       $54.46     $53.65     $58.05   $62.93

REVENUE
  Rooms                                 95.1%     95.7%     95.7%      95.9%       96.1%        95.7%      95.3%      95.1%    94.2%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Other Food & Beverage                   .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                              2.3       2.3       2.2        2.2         1.8          2.0        1.1        1.6      2.5
  Minor Operated Departments              .6       1.1        .9        1.2          .8          1.1         .5        1.0      1.3
  Rentals & Other Income                 2.0        .9       1.3         .7         1.3          1.3        3.1        2.2      2.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Revenue                        100.0%    100.0%    100.0%     100.0%      100.0%       100.0%     100.0%     100.0%   100.0%

DEPARTMENTAL EXPENSES
  Rooms                                 25.0%     24.9%     25.5%      23.6%       25.7%        27.1%      28.5%      27.2%    28.3%
  Food & Beverage                         .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                             79.4      72.5      96.4       72.7        97.1         86.5       72.2       68.5     59.4
  Other Departmental Expenses             .9        .6        .5         .5          .7           .5         .6         .8      1.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Expenses           26.5%     26.1%     27.0%      24.7%       27.1%        28.1%      28.6%      27.8%    29.2%
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Profit             73.5%     73.9%     73.0%      75.3%       72.9%        71.9%      71.4%      72.2%    70.8%

UNDISTRIBUTED OPERATING EXPENSES
  Administrative & General              12.1%     10.9%     10.0%       9.7%        9.2%         9.4%       8.3%       8.6%     9.4%
  Marketing                              3.7       3.8       4.7        4.6         4.4          5.0        3.5        4.2      4.9
  Franchise Fee                          2.8       2.5       2.0        2.0         2.1          2.0         .9        2.0      1.7
  Energy                                 7.0       6.4       5.7        5.0         4.9          4.6        4.7        4.7      5.0
  Property Operation & Maintenance       5.8       5.2       5.7        5.6         4.8          5.4        3.8        4.6      5.2
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Undistributed Operating
   Expenses                             31.3%     28.8%     28.1%      26.8%       25.5%        26.4%      21.2%      24.0%    26.0%

  GROSS OPERATING PROFIT                42.2%     45.1%     44.9%      48.5%       47.4%        45.5%      50.2%      48.2%    44.8%

  Management Fees                        2.3%      2.4%      3.2%       2.7%        3.2%         2.5%       3.9%       3.0%     2.8%
- ------------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE FIXED CHARGES*            39.9%     42.7%     41.7%      45.8%       44.2%        43.0%      46.3%      45.2%    42.0%
  Property Taxes                         4.5%      5.2%      3.1%       4.3%        2.6%         4.4%       3.8%       3.4%     3.2%
  Insurance                               .9        .9       1.0         .9         1.0          1.0        1.1        1.0      1.4
  Reserve For Replacement                 .3       1.1       1.1         .1          .2           .3         .1         .5       .6
- ------------------------------------------------------------------------------------------------------------------------------------
AMOUNT AVAILABLE FOR DEBT SERVICE
& OTHER FIXED CHARGES                   34.2%     35.5%     36.5%      40.5%       40.4%        37.3%      41.3%      40.3%    36.8%

Total Fixed Charges* (Including
  Property Taxes & Insurance)           26.9%     25.5%     19.3%      19.5%       14.8%        20.2%      18.0%      23.5%    24.9%
- ------------------------------------------------------------------------------------------------------------------------------------
Pre-Tax Income (Loss)                   13.0%     17.2%     22.4%      26.3%       29.4%        22.8%      28.3%      21.7%    17.1%
====================================================================================================================================
PAYROLL & RELATED EXPENSES
  Rooms                                 17.7%     18.2%     16.9%      15.7%       16.1%        17.7%      19.8%      17.0%    18.7%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                               .0       1.3        .7         .2          .0           .0         .0         .6       .6
  Other Operated Departments              .2        .3        .1         .1          .1           .2         .1         .2       .2
  Administrative & General               4.3       4.3       4.5        4.2         4.0          4.1        4.0        4.4      5.0
  Marketing                              1.7       1.3       1.7        1.6         1.2          1.8        1.9        1.6      1.8
  Property Operations & Maintenance      2.6       2.1       2.5        2.4         2.3          2.3        2.6        2.4      2.6
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Payroll & Related Expenses      25.6%     25.5%     25.0%      23.4%       23.1%        25.3%      27.5%      24.8%    27.2%
</TABLE>

* Total Fixed Charges does not include deductions for Replacements; but does
  include Depreciation and Amortization, Interest, Rent and Equipment Leases.

Expense ratios to sales for departmental expenses are based on their respective
departmental revenues. All other expenses are based on total revenue. Totals may
not add due to rounding.


26
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------   --------------------------------------  ---------------------------
                 Location                                     Price Category                        Size
- ----------------------------------------------   --------------------------------------  ---------------------------
                                                                                         Under 75  75-125   Over 125
 Urban   Suburban   Airport   Highway   Resort   Upscale   Mid-Price   Economy   Budget    Rooms    Rooms     Rooms
<S>       <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>      <C>      <C>       <C>   
 73.2%     73.6%     74.4%     71.3%     70.8%     76.5%     72.4%      71.9%     69.1%    68.4%    73.1%     73.4%
  150       125       134       109       172       133       123        115       109       57      108       159
$70.88    $58.55    $53.02    $49.40    $61.51    $74.44    $54.25     $47.67    $39.99   $52.05   $51.89    $61.05

 94.2%     95.3%     95.3%     96.1%     92.9%     95.1%     95.0%      96.0%     96.3%    96.2%    95.8%     94.8%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.1       2.3       1.8       1.7       2.0       2.5       1.7        1.8       2.1      2.2      1.9       2.1
  1.4       1.2        .7        .6       1.3       1.6       1.0         .6        .5       .6       .8       1.2
  2.2       1.3       2.2       1.6       3.8        .8       2.3        1.6       1.1       .9      1.4       1.9
- --------------------------------------------------------------------------------------------------------------------
100.0%    100.0%    100.0%    100.0%    100.0%    100.0%    100.0%     100.0%    100.0%   100.0%   100.0%    100.0%

 27.3%     25.4%     28.5%     25.9%     28.8%     23.5%     26.9%      26.6%     26.9%    26.2%    25.5%      6.7%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
132.0      68.3      74.3      88.3      86.4      73.8      68.4       91.2      92.9     83.1     83.0      75.2
  1.0        .8        .5        .4       1.4       1.0        .8         .5        .3       .4       .5        .9
- --------------------------------------------------------------------------------------------------------------------
 29.5%     26.6%     29.0%     26.8%     29.9%     25.2%     27.5%      27.7%     28.2%    27.5%    26.5%     27.8%
- --------------------------------------------------------------------------------------------------------------------
 70.5%     73.4%     71.0%     73.2%     70.1%     74.8%     72.5%      72.3%     71.8%    72.5%    73.5%     72.2%

  9.4%      9.6%      9.4%      9.7%     10.6%      9.2%      9.1%       9.8%     10.9%    13.1%     9.3%      9.1%
  4.7       4.9       4.1       3.8       6.3       5.7       4.2        3.8       3.6      3.7      4.4       4.6
  1.5       2.2       1.7       1.6       1.4       2.1       2.2        1.2       1.9      3.5      1.7       1.7
  4.9       5.2       5.0       5.5       5.3       4.5       4.8        5.4       7.2      6.3      5.2       5.1
  5.2       5.0       4.3       5.6       5.1       4.6       4.2        5.5       7.4      5.2      5.5       4.7
- --------------------------------------------------------------------------------------------------------------------
 25.8%     26.8%     24.5%     26.2%     28.7%     26.1%     24.5%      25.8%     30.9%    31.8%    26.1%     25.2%

 44.7%     46.6%     46.5%     47.0%     41.4%     48.7%     48.0%       6.5%      0.9%    40.7%    47.4%     47.0%

  3.3%      3.2%      3.4%      2.7%      3.2%      2.8%      3.8%       2.6%      2.2%     3.4%     2.6%     $3.5%
- --------------------------------------------------------------------------------------------------------------------
 41.4%     43.4%     43.1%     44.3%     38.2%     45.9%     44.2%      43.9%     38.7%    37.3%    44.8%     43.5%

  3.9%      3.7%      4.1%      3.6%      2.1%      3.4%      3.4%       3.9%      4.2%     3.7%     3.6%      3.9%
  1.1       1.0       1.0       1.1       1.2       1.0       1.1        1.0       1.1      1.5      1.0       1.0
   .7        .5        .2        .6        .6        .2        .0         .5       1.2      1.5       .5        .4
- --------------------------------------------------------------------------------------------------------------------
 35.7%     38.2%     37.8%     39.0%     34.3%     41.3%     39.3%      38.5%     32.2%    30.6%    39.7%     38.2%

 17.6%     22.3%     18.2%     19.8%     20.6%     18.4%     21.7%      19.7%     22.0%    33.3%    18.2%     20.4%
- --------------------------------------------------------------------------------------------------------------------
 23.8%     21.1%     24.9%     24.5%     17.6%     27.5%     22.5%      24.2%     16.7%     4.0%    26.6%     23.1%
====================================================================================================================

 17.9%     15.7%     19.7%     18.7%     19.7%     11.9%     18.1%      19.7%     20.8%    18.3%    17.4%     17.2%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.8        .1        .3        .4       5.6        .3        .4        1.2        .0       .0       .3        .9
   .3        .1        .0        .2        .4        .1        .1         .4        .7       .1       .1        .2
  4.0       4.2       4.1       4.6       5.2       3.8       4.0        4.8       4.8      4.9      4.3       4.2
  1.9       1.5       1.9       1.6       3.0       1.5       1.2        2.2       1.7       .3      1.7       2.0
  2.5       2.3       2.4       2.5       2.6       2.1       2.2        2.5       2.8      2.0      2.4       2.5
- --------------------------------------------------------------------------------------------------------------------
 25.6%     23.1%     27.2%     26.9%     29.6%     18.8%     24.7%      28.8%     30.0%    24.9%    25.2%     25.2%
</TABLE>


                                                                              27
<PAGE>

                                                                      ----------
                                                                       SPECIAL
                                                                      SUPPLEMENT
                                                                      ----------

================================================================================
TRENDS IN THE HOTEL INDUSTRY
United States Cities 1995 and 1996 Projections
================================================================================

<TABLE>
<CAPTION>
                                         Occupancy                    Average Daily Rate
                                ---------------------------------------------------------------
                                 1994     1995        1996       1994       1995        1996
                                Actual  Estimated   Projected   Actual    Estimated   Projected
                                ---------------------------------------------------------------
<S>                              <C>       <C>         <C>      <C>        <C>         <C>   
South Central Cities
   Austin, TX                    74.4%     76.0%       75.0%    $63.13     $65.50      $68.00
   Baton Rouge, LA               66.4      67.0        67.0      49.78      51.75       54.00
   Birmingham, AL                68.4      68.6        69.0      57.00      59.75       60.75
   Corpus Christi, TX            63.7      67.0        66.0      53.45      55.00       57.00
   Dallas/Fort Worth, TX         68.5      70.0        70.0      72.31      76.00       79.00
   El Paso, TX                   72.8      72.5        73.0      43.76      44.50       46.00
   Houston, TX                   64.3      64.0        65.0      67.32      71.00       74.00
   Jackson, MS                   65.6      65.0        67.0      48.90      49.20       51.00
   Knoxville, TN                 63.4      64.7        65.7      55.38      56.49       57.25
   Little Rock, AR               64.4      61.0        61.5      45.32      48.25       49.00
   Memphis, TN                   70.8      71.0        73.0      63.05      65.95       66.75
   Nashville, TN                 78.0      82.8        84.0      93.32      97.62       99.00
   New Orleans, LA               73.4      73.5        75.0      89.61      92.75       95.00
   Oklahoma City, OK             62.0      66.3        67.5      46.47      49.21       51.00
   San Antonio, TX               71.5      71.0        72.0      69.79      71.75       74.00
   Tulsa, OK                     58.8      59.2        61.0      56.79      58.54       59.00
                               -----------------       ---------------     ------------------
             Subtotal            68.6%     69.3%       70.0%    $69.56     $72.66      $75.28

Mountain and Pacific Cities

   Albuquerque, NM               73.4%     71.3%       73.0%    $63.28     $67.24      $68.00
   Billings, MT                  60.2      60.4        62.0      48.58      49.35       52.00
   Boise, ID                     75.5      75.0        75.0      58.00      62.00       64.00
   Colorado Springs, CO          69.3      69.7        71.2      59.31      62.33       63.75
   Denver, CO                    72.0      74.0        75.0      64.42      69.72       71.00
   Great Falls, MT               60.0      65.2        66.0      48.29      48.02       50.00
   Honolulu, HI                  81.1      80.2        80.5      98.82     105.00      110.00
   Los Angeles, CA               66.3      67.0        68.0      83.05      85.00       88.00
   Orange County, CA             65.5      69.0        70.0      76.50      77.34       80.24
   Phoenix, AZ                   71.4      72.9        73.0      90.13      99.34      100.00
   Portland, OR                  75.0      77.0        75.0      85.00      89.00       92.00
   Sacramento, CA                71.3      70.9        72.0      70.09      74.88       77.00
   Salt Lake City, UT            79.7      78.9        80.0      58.44      62.28       64.75
   San Diego County, CA          67.1      70.0        71.0      77.71      81.00       84.00
   San Francisco, CA             70.1      73.8        75.7     105.92     108.68      112.50
   Santa Fe, NM                  71.2      70.5        71.5     109.21     108.45      109.75
   Scottsdale, AZ                70.9      72.8        73.0     112.76     121.21      123.50
   Seattle, WA                   75.5      77.0        78.0     100.00     104.00      107.00
   Tucson, AZ                    69.2      71.6        72.0      74.25      78.68       79.00

             Subtotal            71.2%     72.5%       73.2%    $84.25     $88.41      $91.19
                               -----------------       ---------------     ------------------
             Total Cities        70.1%     71.3%       72.1%    $83.65     $87.51      $90.64
                               -----------------       ---------------     ------------------
             National Average*   68.9%     70.2%       71.2%    $81.68     $85.24      $88.10
</TABLE>

================================================================================

* Average property size: 210 rooms.


                                                                              15
<PAGE>

                                  I-25 Corridor

                           JANUARY 1989 SEPTEMBER 1996
SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                  OCCUPANCY             ROOM RATE             ROOM SUPPLY             ROOM DEMAND           
                  --------------------  --------------------  ----------------------  ----------------------
                  CURRENT  PRIOR  %     CURRENT  PRIOR  %     CURRENT  PRIOR    %     CURRENT  PRIOR   %    
YEAR  MONTH       YEAR     YEAR   CHNG  YEAR     YEAR   CHNG  YEAR     YEAR     CHNG  YEAR     YEAR    CHNG 
- ----  ----------  -------  -----  ----  -------  -----  ----  -------  -------  ----  -------  ------  -----
<S>   <C>         <C>      <C>    <C>   <C>      <C>    <C>   <C>      <C>      <C>   <C>      <C>     <C>  
1990  January     35.6     31.8   11.9  30.08    29.95    .4    90861    90861    .0   32344    28902   11.9
1990  February    36.8     35.4    4.0  30.45    30.33    .4    82068    82068    .0   30176    29056    3.9
1990  March       49.3     39.1   26.1  30.25    30.30    .2    90861    90861    .0   44815    35509   26.2
1990  April       45.3     44.7    1.3  30.11    30.10    .0    87930    87930    .0   39819    39334    1.2
1990  May         50.9     50.9     .0  32.29    30.98   4.2    90861    90861    .0   46239    46225     .0
1990  June        66.2     64.1    3.3  35.74    33.17   7.7    87930    87930    .0   58170    56333    3.3
1990  July        70.9     67.1    5.7  35.39    33.65   5.2    90861    90861    .0   64411    60955    5.7
1990  August      71.0     69.1    2.7  36.18    33.16   9.1    90861    90861    .0   64470    62826    2.6
1990  September   55.0     62.1  -11.4  34.61    31.23  10.8    87930    87930    .0   48365    54625  -11.5
1990  October     48.4     55.5  -12.8  32.68    29.35  11.3    90861    90861    .0   43984    50392  -12.7
1990  November    37.4     40.5   -7.7  33.91    29.51  14.9    87930    87930    .0   32870    35601   -7.7
1990  December    27.5     31.3  -12.1  32.59    29.93   8.9    90861    90861    .0   25021    28476  -12.1
                  ------------------------------------------------------------------------------------------
      TOTAL 1990  49.6     49.4     .4  33.30    31.29   6.4  1069815  1069815    .0  530684   528234     .5

      ROOM SAMPLE PERCENT - 49.5 %  Number of Sample Properties - 12  Number of Census Properties - 39

1991  January     29.3     35.6  -17.7  33.51    30.08  11.4    90861    90861    .0   26656    32344  -17.6
1991  February    37.0     36.8     .5  33.17    30.45   8.9    82068    82068    .0   30331    30176     .5
1991  March       42.8     49.3  -13.2  33.08    30.25   9.4    90861    90861    .0   38920    44815  -13.2
1991  April       43.2     45.3   -4.6  33.68    30.11  11.9    87930    87930    .0   37985    39819   -4.6
1991  May         50.7     50.9    -.4  34.62    32.29   7.2    90861    90861    .0   46066    46239    -.4
1991  June        69.3     66.2    4.7  37.94    35.74   6.2    87930    87930    .0   60928    58170    4.7
1991  July        73.7     70.9    3.9  38.54    35.39   8.9    90861    90861    .0   66951    64411    3.9
1991  August      73.6     71.0    3.7  37.58    36.18   3.9    90861    90861    .0   66836    64470    3.7
1991  September   65.8     55.0   19.6  35.45    34.61   2.4    87930    87930    .0   57815    48365   19.5
1991  October     57.2     48.4   18.2  34.16    32.68   4.5    90861    90861    .0   51942    43984   18.1
1991  November    39.4     37.4    5.3  33.68    33.91  - .7    87930    87930    .0   34601    32870    5.3
1991  December    30.8     27.5   12.0  33.08    32.59   1.5    90861    90861    .0   28000    25021   11.9
                  ------------------------------------------------------------------------------------------
      TOTAL 1991  51.1     49.6    3.0  35.43    33.30   6.4  1069815  1069815    .0  547031   530684    3.1

      ROOM SAMPLE PERCENT - 52.9 %  Number of Sample Properties - 14  Number of Census Properties - 39
</TABLE>

                  ROOM REVENUE            
                  ------------------------  
                  CURRENT   PRIOR    %      
YEAR  MONTH       YEAR      YEAR     CHNG   
- ----  ----------  --------  -------- -----  

1990  January       972841    865705  12.4  
1990  February      918816    881385   4.2  
1990  March        1355834   1075777  26.0  
1990  April        1198864   1184067   1.2  
1990  May          1493086   1432251   4.2  
1990  June         2079076   1868756  11.3  
1990  July         2279568   2051045  11.1  
1990  August       2332546   2083467  12.0  
1990  September    1674098   1706035  -1.9  
1990  October      1437516   1479214  -2.8  
1990  November     1114661   1050723   6.1  
1990  December      815400    852215  -4.3  
                  ------------------------  
      TOTAL 1990  17672306  16530640   6.9  
                                            
                                          
                                            
1991  January       893263    972841  -8.2  
1991  February     1006124    918816   9.5  
1991  March        1287337   1355834  -5.1  
1991  April        1279471   1198864   6.7  
1991  May          1594888   1493086   6.8  
1991  June         2311516   2079076  11.2  
1991  July         2580355   2279568  13.2  
1991  August       2511938   2332546   7.7  
1991  September    2049482   1674098  22.4  
1991  October      1774089   1437516  23.4  
1991  November     1165197   1114661   4.5  
1991  December      926159    815400  13.6  
                  ------------------------  
      TOTAL 1991  19379819  17672306   9.7  
<PAGE>

                                  I-25 Corridor

                           JANUARY 1989 SEPTEMBER 1996
SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                  OCCUPANCY             ROOM RATE             ROOM SUPPLY             ROOM DEMAND           
                  --------------------  --------------------  ----------------------  ----------------------
                  CURRENT  PRIOR  %     CURRENT  PRIOR  %     CURRENT  PRIOR    %     CURRENT  PRIOR   %    
YEAR  MONTH       YEAR     YEAR   CHNG  YEAR     YEAR   CHNG  YEAR     YEAR     CHNG  YEAR     YEAR    CHNG 
- ----  ----------  -------  -----  ----  -------  -----  ----  -------  -------  ----  -------  ------  -----
<S>   <C>         <C>      <C>    <C>   <C>      <C>    <C>   <C>      <C>      <C>   <C>      <C>     <C>  
1992  January     31.2     29.3    6.5  34.37    33.51   2.6    90861    90861    .0   28370    26656    6.4  
1992  February    35.2     37.0   -4.9  34.84    33.17   5.0    82068    82068    .0   28873    30331    4.8  
1992  March       40.0     42.8   -6.5  34.07    33.08   3.0    90861    90861    .0   36361    38920   -6.6  
1992  April       39.3     43.2   -9.0  34.28    33.68   1.8    87930    87930    .0   34564    37985   -9.0  
1992  May         52.0     50.7    2.6  35.07    34.62   1.3    90861    90861    .0   47225    46066    2.5  
1992  June        72.4     69.3    4.5  37.86    37.94   -.2    87930    87930    .0   63635    60928    4.4  
1992  July        75.8     73.7    2.8  39.06    38.54   1.3    90861    90861    .0   68860    66951    2.9  
1992  August      72.7     73.6   -1.2  39.31    37.58   4.6    90861    90861    .0   66044    66836   -1.2  
1992  September   64.0     65.8   -2.7  36.21    35.45   2.1    87930    87930    .0   56298    57815   -2.6  
1992  October     55.3     57.2   -3.3  34.84    34.16   2.0    90861    90861    .0   50267    51942   -3.2  
1992  November    37.8     39.4   -4.1  33.88    33.68    .6    87930    87930    .0   33203    34601   -4.0  
1992  December    31.7     30.8    2.9  34.74    33.08   5.0    90861    90861    .0   28759    28000    2.7   
                  ------------------------------------------------------------------------------------------
      TOTAL 1992  50.7     51.1    -.8  36.26    35.43   2.3  1069815  1069815    .0  542459   547031    -.8  

      ROOM SAMPLE PERCENT - 54.4 %  Number of Sale Properties - 15  Number of Census Properties - 39

1993  January     30.1     31.2   -3.5  35.04    34.37   1.9    90861    90861    .0   27329    28370   -3.7  
1993  February    36.2     35.2    2.8  35.34    34.84   1.4    82068    82068    .0   29697    28873    2.9  
1993  March       45.1     40.0   12.8  35.19    34.07   3.3    90861    90861    .0   40942    36361   12.6  
1993  April       43.6     39.3   10.9  35.48    34.28   3.5    87930    87930    .0   38351    34564   11.0  
1993  May         53.1     52.0    2.1  36.25    35.07   3.4    90861    90861    .0   48223    47225    2.1  
1993  June        74.5     72.4    2.9  40.73    37.86   7.6    89160    87930   1.4   66459    63635    4.4  
1993  July        82.2     75.8    8.4  42.47    39.06   8.7    92132    90861   1.4   75743    68860   10.0  
1993  August      83.5     72.7   14.9  41.43    39.31   5.4    92132    90861   1.4   76955    66044   16.5  
1993  September   67.3     64.0    5.2  39.21    36.21   8.3    89160    87930   1.4   59986    56298    6.6  
1993  October     56.2     55.3    1.6  36.57    34.84   5.0    92132    90861   1.4   51808    50267    3.1  
1993  November    39.7     37.8    5.0  36.08    33.88   6.5    89160    87930   1.4   35410    33203    6.6  
1993  December    31.3     31.7   -1.3  36.01    34.74   3.7    92132    90861   1.4   28857    28759     .3  
                  ------------------------------------------------------------------------------------------
      TOTAL 1993  53.8     50.7    6.1  38.35    36.26   5.8  1078589  1069815    .8  579760   542459    6.9  

      ROOM SAMPLE PERCENT - 51.6 %  Number of Sale Properties - 14  Number of Census Properties - 40
</TABLE>

                  ROOM REVENUE
                  ------------------------  
                  CURRENT   PRIOR    %      
YEAR  MONTH       YEAR      YEAR     CHNG   
- ----  ----------  --------  -------- -----  

1992  January       975153    893263   9.2
1992  February     1005844   1006124   -.0
1992  March        1238758   1287337  -3.8
1992  April        1184859   1279471  -7.4
1992  May          1656359   1594888   3.9
1992  June         2409289   2311516   4.2
1992  July         2689513   2580355   4.2
1992  August       2596114   2511938   3.4
1992  September    2038425   2049482   -.5
1992  October      1751501   1774089  -1.3
1992  November     1124871   1165197  -3.5
1992  December      999202    926159   7.9
                  ------------------------
      TOTAL 1992  19669888  19379819   1.5
                                          

                                          
1993  January       957685    975153  -1.8
1993  February     1049446   1005844   4.3
1993  March        1440659   1238758  16.3
1993  April        1360835   1184859  14.9
1993  May          1748085   1656359   5.5
1993  June         2707151   2409289  12.4
1993  July         3216694   2689513  19.6
1993  August       3188353   2596114  22.8
1993  September    2352296   2038425  15.4
1993  October      1894558   1751501   8.2
1993  November     1277460   1124871  13.6
1993  December     1039103    999202   4.0
                  ------------------------
      TOTAL 1993  22232325  19669888  13.0
<PAGE>

                                  I-25 Corridor

                           JANUARY 1989 SEPTEMBER 1996
SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                  OCCUPANCY             ROOM RATE             ROOM SUPPLY             ROOM DEMAND           
                  --------------------  --------------------  ----------------------  ----------------------
                  CURRENT  PRIOR  %     CURRENT  PRIOR  %     CURRENT  PRIOR    %     CURRENT  PRIOR   %    
YEAR  MONTH       YEAR     YEAR   CHNG  YEAR     YEAR   CHNG  YEAR     YEAR     CHNG  YEAR     YEAR    CHNG 
- ----  ----------  -------  -----  ----  -------  -----  ----  -------  -------  ----  -------  ------  -----
<S>   <C>         <C>      <C>    <C>   <C>      <C>    <C>   <C>      <C>      <C>   <C>      <C>     <C>  
1994  January     31.1     30.1    3.3  36.53    35.04   4.3    92132    90861    1.4   28637   27329    4.8  
1994  February    37.4     36.2    3.3  37.39    35.34   5.8    83216    82068    1.4   31148   29697    4.9  
1994  March       48.4     45.1    7.3  36.43    35.19   3.5    92132    90861    1.4   44558   40942    8.8  
1994  April       44.3     43.6    1.6  36.89    35.48   4.0    90540    87930    3.0   40074   38351    4.5  
1994  May         58.5     53.1   10.2  38.62    36.25   6.5    93558    90861    3.0   54720   48223   13.5  
1994  June        78.0     74.5    4.7  42.84    40.73   5.2    90540    89160    1.5   70601   66459    6.2  
1994  July        86.3     82.2    5.0  45.06    42.47   6.1    93558    92132    1.5   80709   75743    6.6  
1994  August      73.2     83.5  -12.3  45.95    41.43  10.9    93558    92132    1.5   68508   76955  -11.0  
1994  September   63.4     67.3   -5.8  41.33    39.21   5.4    92220    89160    3.4   58492   59986   -2.5  
1994  October     55.7     56.2    -.9  39.00    36.57   6.6    95294    92132    3.4   53051   51808    2.4  
1994  November    39.5     39.7    -.5  38.50    36.08   6.7    92220    89160    3.4   36420   35410    2.9  
1994  December    29.9     31.3   -4.5  37.62    36.01   4.5    95294    92132    3.4   28491   28857   -1.3  
                  ------------------------------------------------------------------------------------------
      TOTAL 1994  53.9     53.8     .2  40.64    38.35   6.0  1104262  1078589    2.4  595409  579760    2.7  

      ROOM SAMPLE PERCENT - 62.7 %  Number of Sample Properties - 16  Number of Census Properties - 42

1995  January     33.3     31.1    7.1  38.59    36.53   5.6    95294    92132    3.4   31717   28637   10.8  
1995  February    39.2     37.4    4.8  38.94    37.39   4.1    86072    83216    3.4   33712   31148    8.2  
1995  March       47.7     48.4   -1.4  38.56    36.43   5.8    95294    92132    3.4   45453   44558    2.0  
1995  April       41.9     44.3   -5.4  38.90    36.89   5.4    92220    90540    1.9   38649   40074   -3.6  
1995  May         60.4     58.5    3.2  40.48    38.62   4.8    95294    93558    1.9   57532   54720    5.1  
1995  June        74.0     78.0   -5.1  45.12    42.84   5.3    93570    90540    3.3   69275   70601   -1.9  
1995  July        74.1     86.3  -14.1  48.79    45.06   8.3    96689    93558    3.3   71618   80709  -11.3  
1995  August      74.3     73.2    1.5  46.44    45.95   1.1    96689    93558    3.3   71825   68508    4.8  
1995  September   64.6     63.4    1.9  42.90    41.33   3.8    93570    92220    1.5   60427   58492    3.3  
1995  October     52.4     55.7   -5.9  40.13    39.00   2.9    96689    95294    1.5   50628   53051   -4.6  
1995  November    37.1     39.5   -6.1  39.27    38.50   2.0    93570    92220    1.5   34668   36420   -4.8  
1995  December    31.0     29.9    3.7  38.46    37.62   2.2    96689    95294    1.5   29939   28491    5.1  
                  ------------------------------------------------------------------------------------------
      TOTAL 1995  52.6     53.9   -2.4  42.34    40.64   4.2  1131640  1104262    2.5  595443  595409     .0  

      ROOM SAMPLE PERCENT - 56.2 %  Number of Sample Properties - 14  Number of Census Properties - 43
</TABLE>

                  ROOM REVENUE
                  ------------------------  
                  CURRENT   PRIOR    %      
YEAR  MONTH       YEAR      YEAR     CHNG   
- ----  ----------  --------  -------- -----  

1994  January      1045971    957685   9.2
1994  February     1164496   1049446  11.0
1994  March        1623102   1440659  12.7
1994  April        1478261   1360835   8.6
1994  May          2113288   1748085  20.9
1994  June         3024865   2707151  11.7
1994  July         3636627   3216694  13.1
1994  August       3148103   3188353  -1.3
1994  September    2417624   2352296   2.8
1994  October      2068765   1894558   9.2
1994  November     1402219   1277460   9.8
1994  December     1071859   1039103   3.2
                  ------------------------
      TOTAL 1994  24195180  22232325   8.8
                                          
                                          
                                          
1995  January      1224027   1045971  17.0
1995  February     1312696   1164496  12.7
1995  March        1752469   1623102   8.0
1995  April        1503392   1478261   1.7
1995  May          2329162   2113288  10.2
1995  June         3125633   3024865   3.3
1995  July         3494073   3636627  -3.9
1995  August       3335252   3148103   5.9
1995  September    2592429   2417624   7.2
1995  October      2031771   2068765  -1.8
1995  November     1361348   1402219  -2.9
1995  December     1151368   1071859   7.4
                  ------------------------
      TOTAL 1995  25213620  24195180   4.2
<PAGE>

                                  I-25 Corridor

                           JANUARY 1989 SEPTEMBER 1996
SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                  OCCUPANCY             ROOM RATE             ROOM SUPPLY             ROOM DEMAND           
                  --------------------  --------------------  ----------------------  ----------------------
                  CURRENT  PRIOR  %     CURRENT  PRIOR  %     CURRENT  PRIOR    %     CURRENT  PRIOR   %    
YEAR  MONTH       YEAR     YEAR   CHNG  YEAR     YEAR   CHNG  YEAR     YEAR     CHNG  YEAR     YEAR    CHNG 
- ----  ----------  -------  -----  ----  -------  -----  ----  -------  -------  ----  -------  ------  -----
<S>   <C>         <C>      <C>    <C>   <C>      <C>    <C>   <C>      <C>      <C>   <C>      <C>     <C>  
1996  January     32.6     33.3   -2.1  39.20    38.59   1.6   96689    95294    1.5   31497    31717    -.7  
1996  February    41.3     39.2    5.4  40.15    38.94   3.1   87332    86072    1.5   36041    33712    6.9  
1996  March       47.7     47.7     .0  40.85    38.56   5.9   96689    95294    1.5   46079    45453    1.4  
1996  April       48.0     41.9   14.6  40.28    38.90   3.5   93570    92220    1.5   44881    38649   16.1  
1996  May         69.7     60.4   15.4  43.46    40.48   7.4   96689    95294    1.5   67345    57532   17.1  
1996  June        79.0     74.0    6.8  48.21    45.12   6.8   93570    93570     .0   73925    69275    6.7  
1996  July        74.1     74.1     .0  49.63    48.79   1.7   96689    96689     .0   71626    71618     .0  
1996  August      74.6     74.3     .4  48.58    46.44   4.6   96689    96689     .0   72127    71825     .4  
1996  September   62.9     64.6   -2.6  43.29    42.90    .9   93570    93570     .0   58854    60427   -2.6  
                  ------------------------------------------------------------------------------------------
      TOTAL 1996  59.0     56.9    3.7  44.73    43.04   3.9  851487   844692     .8  502375   480208    4.6  

      ROOM SAMPLE PERCENT - 57.6 %  Number of Sample Properties - 15  Number of Census Properties - 43
</TABLE>

                  ROOM REVENUE
                  ------------------------
                  CURRENT   PRIOR    %    
YEAR  MONTH       YEAR      YEAR     CHNG 
- ----  ----------  --------  -------- -----

1996  January      1234654   1224027    .9
1996  February     1447151   1312696  10.2
1996  March        1882268   1752469   7.4
1996  April        1808008   1503392  20.3
1996  May          2927109   2329162  25.7
1996  June         3563555   3125633  14.0
1996  July         3554994   3494073   1.7
1996  August       3503670   3335252   5.0
1996  September    2547728   2592429  -1.7
                  ------------------------
      TOTAL 1996  22469137  20669133   8.7

      SOURCE: SMITH TRAVEL RESEARCH - The information contained in this report
is based upon independent surveys and research from sources considered reliable
but no representation is made as to its completeness or accuracy. This
information is in no way to be construed as a recommendation by Smith Travel
Research of any industry standard and is intended solely for the internal
purposes of your company and should not be published in any manner unless
authorized by Smith Travel Research.
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN
                                  I-25 Corridor                 11/07/96 Page: 1

<TABLE>
<CAPTION>
                                                                                               RESPONSE REPORT
                                                          Zip                                 ---  - 1995 ------  
STR CODE  Name of Establishment           City        ST  Code     Telephone     YEAR  ROOMS  SEP  OCT  NOV  DEC  
- --------  ---------------------           ----        --  ----   --------------  ----  -----  ---  ---  ---  ---  
<S>       <C>                             <C>        <C>  <C>    <C>             <C>   <C>    <C>  <C>  <C>  <C>  
    5072  VIMBOS                          WHEATLAND   WY  82201  (307) 322-3842          37                       
    3871  BEST WESTERN TORCHLITE MOTOR I  WHEATLAND   WY  82201  (307) 322-4070  7605    50    X    X    X    X   
    9488  MOTEL WEST WINDS                WHEATLAND   WY  82201  (307) 322-2705  6306    30    X    X    X    X   
   31688  THE BUNKHOUSE MOTEL             GUERNSEY    WY  82214  (307) 836-2356          31                       
    4733  HAMPTON INN CASPER              CASPER      WY  82601  (307) 235-6668  8406   122    X    X    X    X   
    5256  LA QUINTA CASPER                CASPER      WY  82601  (307) 234-1159  8005   122    X    X    X    X   
    6627  MOTEL 6 CASPER                  CASPER      WY  82601  (307) 234-3903         130    X    X    X    X   
   11244  KELLY INN                       CASPER      WY  82601  (307) 266-2400         103                       
    9943  HILTON INN CASPER INN           CASPER      WY  82601  (307) 266-6000         229    X    X    X    X   
    1266  HOLIDAY INN CASPER              CASPER      WY  82601  (307) 235-2531  6400   200    X    X    X    X   
   17979  NATIONAL 9 SHOWBOAT             CASPER      WY  82601  (307) 235-2711          45                       
    5714  ROYAL INN                       CASPER      WY  82601  (307) 234-3501          39                       
    5053  WESTRIDGE MOTEL                 CASPER      WY  82601  (307) 234-8911          30                       
   17978  PARKWAY PLAZA                   CASPER      WY  82602  (307) 235-1777         333    X    X    X    X   
   30276  COMFORT INN CASPER/EVANSVILLE   CASPER      WY  82602  (307) 235-3038  9409    56    X    X    X    X   
   21194  COMMERCIAL INN                  CASPER      WY  82604  (307) 235-6688          42                       
    8847  SUPER 8 CASPER                  CASPER      WY  82604  (307) 266-3480  7808    66                       
   10015  INTERSTATE INN CASPER           CASPER      WY  82609  (307) 234-9125  7403    60                       
    3841  BEST WESTERN CASPER             CASPER      WY  82609  (307) 234-3541  5400    42                       
    8851  SUPER 8 DOUGLAS                 DOUGLAS     WY  82633  (307) 358-6800  8110    37                       
   30906  CHIEFTAIN MOTEL                 DOUGLAS     WY  82633  (307) 358-2673          21                       
    1269  CHUTES HOTEL                    DOUGLAS     WY  82633  (307) 358-9790  7806   114    X                  
   10014  INTERSTATE INN DOUGLAS          DOUGLAS     WY  82633  (307) 358-2833  7100    43                       
   14713  ALPINE INN                      DOUGLAS     WY  82633  (307) 358-4780          40                       
    9482  TEA POT MOTOR LODGE             EDGERTON    WY  82635  (307) 437-6541          20                       
   11190  SHILO INN CASPER                EVANSVILLE  WY  82636  (307) 237-1335         101                       
   31686  ALL AMERICAN INN                GLENROCK    WY  82637  (307) 436-2772          24                       
   18053  GUEST HOUSE                     SHERIDAN    WY  82801  (307) 674-7496          45                       
   24493  SUPER SAVER INN                 SHERIDAN    WY  82801  (307) 672-0471          40                       
    3867  BEST WESTERN SHERIDAN CENTER M  SHERIDAN    WY  82801  (307) 674-7421  4800   138    X    X    X    X   
    5670  RANCHER MOTEL                   SHERIDAN    WY  82801  (307) 672-2428          23                       
    1275  HOLIDAY INN SHERIDAN            SHERIDAN    WY  82801  (307) 672-8931         212    X    X    X    X   
   18054  MILL INN                        SHERIDAN    WY  82801  (307) 672-6401          44                       
   30124  DAYS INN SHERIDAN               SHERIDAN    WY  82801  (307) 672-2888  9404    46    X    X    X    X   
   31460  COMFORT INN SHERIDAN            SHERIDAN    WY  82801  (307) 672-5098  9506    45    X    X    X    X   
    8860  SUPER 8 SHERIDAN                SHERIDAN    WY  82801  (307) 672-9725  8004    40                       
   18055  TRAILS END                      SHERIDAN    WY  82801  (307) 672-2477          83                       
    3840  CROSSROADS INN                  BUFFALO     WY  82834  (307) 684-2256  6400    59    X    X    X        
</TABLE>

                             Report #: Res-14
          ------------------ 1996 -------------------
STR CODE  JAN  FEB  MAR  APR  MAY  JUN  JUL  AUG  SEP
- --------  ---  ---  ---  ---  ---  ---  ---  ---  ---
    5072                                             
    3871   X    X    X    X    X    X    X    X    X 
    9488   X    X    X    X    X    X    X    X    X 
   31688                                             
    4733   X    X    X    X    X    X    X    X    X 
    5256   X    X    X   X     X    X    X    X    X 
    6627   X    X    X   X     X    X    X    X    X 
   11244                                             
    9943   X    X    X   X     X    X    X    X    X 
    1266   X    X    X   X     X    X    X    X    X 
   17979                                             
    5714                                             
    5053                                             
   17978   X    X    X   X     X    X    X    X    X 
   30276   X    X    X   X     X    X    X    X    X 
   21194                                             
    8847                                             
   10015                                             
    3841                                             
    8851                                             
   30906                                             
    1269                                             
   10014                                             
   14713                                             
    9482                                             
   11190                                             
   31686                                             
   18053                                             
   24493                                             
    3867   X    X    X   X     X    X    X    X    X 
    5670                                             
    1275   X    X    X   X     X    X    X    X    X 
   18054                                             
   30124   X    X    X   X     X    X    X    X    X 
   31460   X    X    X   X     X    X    X    X    X 
    8860  
   18055  
    3840  
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN
                                  I-25 Corridor                 11/07/96 Page: 2

<TABLE>
<CAPTION>
                                                                                                RESPONSE REPORT
                                                          Zip                                 ---  - 1995 ------  
STR CODE  Name of Establishment           City        ST  Code     Telephone     YEAR  ROOMS  SEP  OCT  NOV  DEC  
- --------  ---------------------           ----        --  ----   --------------  ----  -----  ---  ---  ---  ---  
<S>       <C>                             <C>        <C>  <C>    <C>             <C>   <C>    <C>  <C>  <C>  <C>  
    4870  COMFORT INN BUFFALO             BUFFALO     WY  82834  (307) 684-9564  9306    41    X    X    X    X   
    5052  Z BAR MOTEL                     BUFFALO     WY  82834  (307) 684-5535          20
    9481  CLOSED KEAHEYS MOTEL            BUFFALO     WY  82834  (307) 684-2225           0
   19078  ECONO LODGE BUFFALO             BUFFALO     WY  82834  (307) 684-2219          44    X         X        
    5661  WYOMING MOTEL                   BUFFALO     WY  82834  (307) 684-5505          24
    8846  SUPER 8 BUFFALO                 BUFFALO     WY  82834  (307) 684-2531  8101    48
                                                                                 ----
                                                                                 3119
</TABLE>

                             Report #: Res-14
          ------------------ 1996 -------------------
STR CODE  JAN  FEB  MAR  APR  MAY  JUN  JUL  AUG  SEP
- --------  ---  ---  ---  ---  ---  ---  ---  ---  ---
    4870   X    X    X    X    X    X    X    X    X  
    5052                                     
    9481                                     
   19078             X    X         X         X    X  
    5661                                     
    8846   

X - Denotes data received by Smith Travel Research.



================================================================================

                                APPRAISAL REPORT
                                 SHILO INN HOTEL

                                   Located At
                             1550 CASTLE DOME AVENUE
                               YUMA, ARIZONA 85365




                                      As Of
                                DECEMBER 1, 1996


                                  Prepared for:
                                     KEYCORP
                           REAL ESTATE CAPITAL MARKETS
                          700 FIFTH AVENUE, 52nd FLOOR
                            SEATTLE, WASHINGTON 98104




                                  Prepared by:
                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106

================================================================================
<PAGE>

                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106
                            TELEPHONE: (818) 795-5087

December 11, 1996

Mr. David Thatcher
Senior Vice President
KeyCorp
Real Estate Capital Markets
700 Fifth Avenue, 52nd Floor
Seattle, Washington  98104

Re:   Appraisal Report of Shilo Inn
      1550 Castle Dome Avenue
      Yuma, Arizona  85365-1702

Dear Mr. Thatcher:

In conjunction with the above captioned appraisal report ("Report"), we have
conducted the required investigation, gathered the necessary data, and made
certain analyses that were used in forming the opinion of the market value of
the above referenced Property.

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral to secure a proposed
loan. This Report is intended to comply with the requirements of the Uniform
Standards of Professional Appraisal Practice (USPAP), as promulgated by the
Appraisal Standards Board of the Appraisal Foundation.

The purpose of this Report is to express our opinion of the market value of the
Property subject to the definitions of value, the assumptions and limiting
conditions and the certification contained in the attached Report. The Report:

      o     May be relied upon by Merrill Lynch Mortgage Capital Inc. in
            determining whether to make a loan(s) evidenced by a note ("Property
            Note") secured by the Property;

      o     May be relied upon by any purchaser in determining whether to
            purchase the Property Notes for these transactions from Merrill
            Lynch Mortgage Capital Inc.;

      o     May be relied upon by any Rating Agency in rating securities issued
            by Merrill Lynch Mortgage Capital Inc. and representing an interest
            in the Property Notes;


                                                                          Page i
<PAGE>

Mr. David Thatcher
December 11, 1996
Page -2-


      o     May be included with and referred to in materials offering the
            Property Notes or an interest in the Property Notes for sale.

The subject property is a two building complex which contains the Shilo Inn
Hotel and the Shilo Restaurant, lounge, and banquet room. The property is
located at 1550 Castle Dome Avenue, in the City of Yuma, Yuma County, Arizona
85365-1702. It is situated on the east side of Interstate 8 at the 16th Street
exit. The site has approximately 1,000 feet of frontage on Interstate 8 and 775
feet of frontage on Castle Dome Avenue.

The Yuma County assessor records reveals a total site area of 5.38 acres or
234,353 square feet, including the site area for the Restaurant and lounge. The
improvements consist of one four-story, Good quality, Class D hotel building and
one two-story Good quality, Class D restaurant/conference center building which
collectively encompass 95,672 SF (gross) of improved building area, built 1986.
The main hotel building consists of 134 rooms plus a manager's unit, and common
area amenities including meeting rooms; an exercise gym, steam and sauna rooms
and men's and women's restrooms, and a guest laundry room. The property is owned
and operated by the Shilo Inn Hotel Group (Mark S. Hemstreet), with Mr. Jim
Curnow, CHA, the General Manager.

The subject property and comparables were last inspected October 9, 1996 by Mr.
Scott Lindsay. Mr. Hammad did not inspect the property. Based on the
investigation and analysis outlined in the report and subject to the assumptions
and limiting conditions as set forth within the context of this report, the
estimated market value of the Fee Simple Estate, as a going concern with
existing furniture, fixture and equipment, As Is, as of December 1, 1996 was:

                                  $8,600,000
                                  ==========
                  EIGHT MILLION SIX HUNDRED THOUSAND DOLLARS

The report that follows sets forth the identification of the property, the
assumptions and limiting conditions, pertinent facts regarding the area and the
subject property, comparable data and the reasoning leading to the conclusions
set forth.

Sincerely,


M. Hammad, MAI
Certified General Appraiser
CA No. AG002849
AZ No.TP40270


                                                                         Page ii
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                                TABLE OF CONTENTS

ASSUMPTIONS AND LIMITING CONDITIONS                                           V

SALIENT FACTS AND CONCLUSIONS                                               VII

SUBJECT PHOTOGRAPHS                                                           8

IDENTIFICATION OF THE PROPERTY                                               14

PURPOSE OF THE APPRAISAL                                                     14

FUNCTION OF THE APPRAISAL                                                    14

DATE OF VALUATION                                                            15

HISTORY AND OWNERSHIP                                                        15

SCOPE OF THE ASSIGNMENT                                                      15

MARKETING AND EXPOSURE PERIODS                                               15

AMERICAN DISABILITIES ACT COMPLIANCE                                         16

PROPERTY RIGHTS APPRAISED                                                    16

HAZARDOUS MATERIAL STATEMENT                                                 16

COMPETENCY PROVISION                                                         17

DEFINITIONS                                                                  17

REGIONAL OVERVIEW                                                            19

AREA DESCRIPTION                                                             25

HOTEL INDUSTRY OVERVIEW                                                      28

SITE DESCRIPTION                                                             35

PLAT MAP                                                                     39


- ----------------------------------
James Ratkovich & Associates, Inc.                                           iii
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

TABLE OF CONTENTS (CONTINUED)

IMPROVEMENT DESCRIPTION                                                      40

HIGHEST AND BEST USE ANALYSIS                                                50

VALUATION                                                                    53

COST APPROACH                                                                56

DIRECT COMPARISON APPROACH                                                   67

INCOME APPROACH                                                              81

RECONCILIATION AND FINAL VALUE CONCLUSIONS                                  102

CERTIFICATIONS                                                              104

APPRAISER'S QUALIFICATIONS

ADDENDA

Historical Operating Data
Smith Travel Research Hotel Operating Statistics
PKF Industry Standards
Smith Travel Research Report


- ----------------------------------
James Ratkovich & Associates, Inc.                                            iv
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                        Assumptions & Limiting Conditions

The analysis of the property is predicated upon the following assumptions and
conditions:

The date of value to which the opinions expressed in this report apply is set
forth in the letter of transmittal. The Appraiser assumes no responsibility for
economic or physical factors occurring at some later date which may affect the
opinions herein stated.

No opinion is intended to be expressed for legal matters or that would require
specialized investigation or knowledge beyond that ordinarily employed by real
estate appraisers, although such matters may be discussed in the report.

No opinion as to title is rendered. Data on ownership and the legal description
were obtained from sources generally considered reliable. Title is assumed to be
marketable and free and clear of all liens and encumbrances, easements, and
restrictions except those specifically discussed in the report.

The property is appraised assuming it to be under responsible ownership and
competent management and available for its highest and best use.

No engineering survey has been made by the Appraiser. Except as specifically
stated, data relative to size and area were taken from sources considered
reliable, and no encroachment of real property improvements is assumed to exist.

Maps, plats, and exhibits included herein are for illustration only, as an aid
in visualizing matters discussed within the report. They should not be
considered as surveys or relied upon for any other purpose.

No opinion is expressed as to the value of subsurface oil, gas, or mineral
rights and the property is not subject to surface entry for the exploration or
removal of such material except as expressly stated.

Testimony or attendance in court or at any other hearing is not required by
reason of rendering this appraisal unless such arrangements are made and
compensation is agreed in advance.

No soil studies covering the subject property were available to the Appraiser,
therefore, assumptions as to soil qualities employed in this report are not
conclusive but have been considered consistent with information available to the
Appraiser.

Earthquakes are not common in the area. No responsibility is assumed due to
their possible effects on individual properties unless detailed geological
reports are made available.

The property has been personally inspected by the appraisers so designated in
the Certification and have found no obvious evidence of structural deficiencies
except as stated in the report; however, no responsibility for hidden defects or
conformity to specific governmental requirements such as fire, building and
safety, earthquake, or occupancy codes can be assumed without provision of
specific professional or governmental inspections.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            v
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

Assumptions & Limiting Conditions (continued)

No consideration has been given in this appraisal to personal property located
on the premises unless specifically addressed within this report. Only real
property items have been considered unless specifically mentioned.

The rental areas herein discussed have been calculated in accord with standards
developed by the American Standards Association as included in Real Estate
Terminology.

This report is based, in part, upon information assembled from a wide range of
sources. An impractical and uneconomic expenditure of time would be required in
attempting to furnish unimpeachable verification in all instances, particularly
as to market related information, therefore, the incorporated data cannot be
guaranteed.

The dollar amount of any value opinion herein rendered is based upon the
purchasing power of the United States dollar existing at the date of value.

The Appraiser reserves the right to make such adjustments to the valuation
herein reported as may be required by consideration of additional or more
reliable data that may become available.

In the event this report is placed in the hands of a third party, such party
must be made cognizant of any and all limiting conditions resulting from the
basis of our employment and discussions related thereto as well as those set
forth herein.

When improvements are labeled proposed or when development type properties are
concerned, the property has been appraised subject to certain assumptions as to
the quality and nature of the completed buildings, tenant improvements, land
improvements or infrastructure. The basis for these assumptions were provided by
the client, his representative, or government officials. Any deviation from
these specifications will render the conclusions, which are based on those
assumptions, useless and void.

Hazardous substances, if present within a facility, can introduce an actual or
potential liability that will adversely affect the marketability and value of
the facility. Such liability may be in the form of immediate recognition of
existing hazardous conditions requiring correction and the future obligation
that can stem from the release of currently non-hazardous contaminants, such as
asbestos fibers or toxic vapors from urea formaldehyde foam insulation, through
aging or building renovations. In the development of our opinion of value, no
consideration has been given to such liability or its impact on value. The
Appraiser is not qualified to make an investigation to determine the possible
presence of toxic materials requiring either immediate or future correction.
There are experts in this special field who can conduct such investigations and
provide guidance regarding the impact of toxic materials that may be present in
the subject property.

Disclosure of the contents of this appraisal report is governed by the bylaws
and regulations of the Appraisal Institute. Neither all nor any part of the
contents of this report (especially any conclusions as to value, the identity of
the appraisers or the firm with which they are connected, or any reference to
the Appraisal Institute or the MAI, SRPA, RM, SRA, or SREA designations) shall
be disseminated to the public through advertising media, public relations media,
news media, sales media, or any other public means of communication without the
prior written consent and approval of the undersigned.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            vi
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS

LOCATION:                           Shilo Inn
                                    1550 Castle Dome Avenue
                                    Yuma, Arizona  85365-1702

ASSESSOR'S PARCEL NO.:              109-08-042780

PROPERTY RIGHTS APPRAISED:          Fee Simple Estate

OWNER OF RECORD:                    Mark S. Hemstreet

PROPERTY TYPE:                      134 Unit Suite Hotel and Conference Center

ZONING:                             B-2; General Commercial District
                                    Yuma, Arizona

SITE AREA:                          5.38 acres (234,353 square feet)

IMPROVEMENTS:                       The subject improvements consist of one
                                    four-story, good quality, Class D, double
                                    wall constructed hotel building with 134
                                    rooms encompassing 78,292 square feet gross.
                                    The two-story restaurant and conference
                                    center totals 17,380 square feet and is of
                                    the same quality construction. Built 1986.

HIGHEST AND BEST USE:               As Vacant:    Commercial development
                                    As Improved:  Existing Use

VALUE CONCLUSIONS:

   Land Value:                      $880,000
   F F & E:                         $469,000 ($3,500/room)
   Cost Approach:                   $9,770,000
   Direct Sales Comparison:         $8,000,000
   Income Capitalization Approach:  $8,600,000

   Final Value Estimate             $8,600,000

ESTIMATED MARKETING TIME:           Twelve Months

LAST DATE OF INSPECTION:            October 9, 1996

DATE OF VALUE:                      December 1, 1996


- ----------------------------------
James Ratkovich & Associates, Inc.                                           vii
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                               [Graphic Omitted]


            Northeasterly view of the Shilo Inn Hotel and Restaurant


                               [Graphic Omitted]


           Main Entrance to the Shilo Inn Hotel off Castle Dome Avenue


- ----------------------------------
James Ratkovich & Associates, Inc.                                            8
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                               [Graphic Omitted]


             Restaurant entrance located near the north end of the
                        property off Castle Dome Avenue


                               [Graphic Omitted]


                Northwesterly view of the Shilo Inn Hotel across
                       16th Street and Castle Dome Avenue


- ----------------------------------
James Ratkovich & Associates, Inc.                                            9
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                               [Graphic Omitted]


       Southwesterly view of the Shilo Inn Hotel across Castle Dome Avenue


                               [Graphic Omitted]


                    Southeasterly view of the Shilo Inn Hotel
                and pool area taken from the Restaurant Balcony


- ----------------------------------
James Ratkovich & Associates, Inc.                                            10
<PAGE>
1550 Castle Dome Avenue, Yuma, AZ

                               [Graphic Omitted]


 Northwesterly view of the pool area. Restaurant in the background of the photo


                               [Graphic Omitted]


         Gazebo and outdoor barbecue area located northeast of the pool


- ----------------------------------
James Ratkovich & Associates, Inc.                                            11
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                               [Graphic Omitted]


                          View of the Registration Desk


                               [Graphic Omitted]


                                View of the Lobby


- ----------------------------------
James Ratkovich & Associates, Inc.                                            12
<PAGE>
1550 Castle Dome Avenue, Yuma, AZ

                               [Graphic Omitted]


     View of the Exercise Room which is complete with a sauna and steam room


                               [Graphic Omitted]


                     Front view of the Shilo Inn Restaurant

- ----------------------------------
James Ratkovich & Associates, Inc.                                            13
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                         IDENTIFICATION OF THE PROPERTY

The subject property, known as the Shilo Inn Hotel is located at 1550 Castle
Dome Avenue, immediately adjacent to Interstate 8, and a short distance north of
16th Street in Yuma, Arizona. The subject site is irregularly shaped and is
bounded along its southwesterly property line by the westbound I-8 on-ramp. The
subject site has approximately 1,000 feet of frontage on I-8 and 775 feet of
frontage on Castle Dome Avenue. The site area and site geometry are as depicted
in the Yuma County Assessor records presented later in this section.

Legal Description

A title report has not been furnished to this Appraiser, however, the subject
property can be described as follows:

            Beginning 280.46 feet east and 200 feet north of the South quarter
            corner of Section 27, T.8S, R.23W, thence northwest 998.03 feet;
            thence southwesterly 294.74 feet; thence southeasterly 194.87 feet;
            thence southeasterly around a curve 417.63 feet, thence southeast
            356.75 feet, thence west 345.20 feet, thence south 100 feet to the
            point of beginning. The parcel can also be identified by the Yuma
            County Assessor number 109-08-042, and the physical address of the
            hotel, 1550 Castle Dome Avenue.

                            PURPOSE OF THE APPRAISAL

The purpose of the appraisal is to express our opinion of the market value,
"As-is" of the Fee Simple Estate, of the going concern, in the subject property,
as of the stated appraisal date.

                            FUNCTION OF THE APPRAISAL

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral for a proposed loan for
its underwriting purposes. This appraisal is intended to comply with the
requirements of the Uniform Standards of Professional Appraisal Practice
(USPAP), as promulgated by the Appraisal Standards Board of the Appraisal.

      o     May be relied upon by KeyCorp and Merrill Lynch Mortgage Capital
            Inc. in determining whether to make a loan(s) evidenced by a note
            ("Property Note") secured by the Property;
 
      o     May be relied upon by any purchaser in determining whether to
            purchase the Property Notes for these transactions from Merrill
            Lynch Mortgage Capital Inc.;

      o     May be relied upon by any Rating Agency in rating securities issued
            by Merrill Lynch Mortgage Capital Inc. and representing an interest
            in the Property Notes;

      o     May be included with and referred to in materials offering the
            Property Notes or an interest in the Property Notes for sale.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            14
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                                DATE OF VALUATION

The date of valuation is December 1, 1996. The subject and the comparables were
last inspected on October 9, 1996.

                              HISTORY AND OWNERSHIP

The apparent owner of the subject property is Mark Hemstreet who acquired and
developed the property in 1986. Based on our investigations of the public
records, no transfers of the subject have occurred within the past three years.

                             SCOPE OF THE ASSIGNMENT

This appraisal has been made in accordance with the accepted techniques,
standards, methods and procedures as stated in the Uniform Standards of
Professional Appraisal Practice of the Appraisal Institute. The value set forth
herein was estimated after application and analysis by the Direct Sales
Comparison Approach to value and an Income Approach analysis using
capitalization and discounting methods.

The appraiser researched the market for sales of vacant land similar to the
subject's land. This was added to the estimated depreciated cost to build the
improvements to arrive at a reasonable Cost Approach to value. The subject
market area was surveyed to obtain an indication of overall market rents,
typical expenses and occupancy levels, in order to analyze the subject income
stream for the Income Approach to value. Additionally, sales of improved
properties similar to the subject property were analyzed to determine both the
demand for and to estimate market value of the subject property. The three
approaches were correlated to arrive at a final value. This is a complete
appraisal/self contained report. All the data gathered was verified and adjusted
according to superiority or inferiority relative to the subject property in
order to obtain a value indication for the subject property.

                         MARKETING AND EXPOSURE PERIODS

According to Korpacz Real Estate Investor Survey, Second Quarter 1996, the
average marketing time for national investment property is 9.89 months as
compared to 11.01 months a year prior. According to CB Commercial Investor
Survey, First Quarter 1996, the marketing time for hotels ranges between 6-18
months and averages 8.4 months. Sales used in our market approach analysis
indicate a range between 1 and 12 months marketing time. Hotel and motel brokers
indicate that properties similar to the subject are expected to have marketing
periods of approximately 9 to 12 months. This appraisal is based on a 12 month
marketing period. Exposure period is a retrospective indication of market time
and for the subject property is estimated to be the same as the marketing
period.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            15
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                      AMERICAN DISABILITIES ACT COMPLIANCE

The subject property is appraised without a specific compliance survey having
been constructed to determine if the property is or is not in conformance with
the requirements of the Americans with Disabilities Act (ADA). The presence of
architectural and communications barriers that are structural in nature that
would restrict access by disabled individuals may adversely affect the
property's value, marketability or utility.

                            PROPERTY RIGHTS APPRAISED

The rights in realty are typically identified with respect to properties such as
the subject are the Fee Simple, Leased Fee, and Leasehold Estate. These are
defined as follows:(1)

Fee Simple Estate: An absolute fee; a fee without limitations to any particular
class of heirs or restrictions, but subject to the limitations of eminent
domain, escheat, police power and taxation. An inheritable estate.

Leased Fee Estate: A property held in fee with the right of use and occupancy
conveyed by lease to others. A property consisting of the right to receive
rentals over a period of time, plus the right of ultimate repossession at the
termination of the lease.

Leasehold Estate: A property held under tenure of lease. The right of use and
occupancy of real property by virtue of a lease agreement. The right of a lessee
to use and enjoy real estate for a stated term and upon certain conditions, such
as the payment of rent.

The property rights appraised within the context of this report are described as
the Fee Simple Estate.

                          HAZARDOUS MATERIAL STATEMENT

In this appraisal assignment, unless otherwise stated, the existence of
potentially hazardous material used in the construction or maintenance of the
building, such as the presence of toxic waste, which may or may not be present
on the property, was not observed by the appraiser; nor do we have any knowledge
of the existence of such materials on or in the property. The appraiser is not
qualified to detect such substances. The presence of potentially hazardous
insulation may have an effect on the value of the property. The value estimate
is predicated on the assumption that there is no such material on or in the
property that would cause a loss in value. No responsibility is assumed for any
such conditions, or for engineering or scientific knowledge required to discover
such materials. The client is urged to retain an expert in this field, if so
desired.

- ----------
(1) Real Estate Terminology; American Institute of Real Estate Appraisers; 
Burl N. Boyce, Ph.D.; Ballinger Company; 1975.


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James Ratkovich & Associates, Inc.                                            16
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1550 Castle Dome Avenue, Yuma, AZ

                              COMPETENCY PROVISION

We attest that the writer of this report has attained a level of competency
necessary to complete the assignment in a diligent manner, utilizing all the
commonly recognized analysis techniques considered normal for a prudent
evaluation effort. The reader is referred to the appraisers' qualifications in
the addenda for further confirmation of the appraisers' training and background.

Definitions

"(2) 'Market value'(2) means:

   (i) The most probable price which a property should bring in a competitive
   and open market under all conditions requisite to a fair sale, the buyer and
   seller, each acting prudently, knowledgeably and assuming the price is not
   affected by undue stimulus. Implicit in this definition is the consummation
   of a sale as of a specified date and the passing of title from seller to
   buyer under conditions whereby:

      A. buyer and seller are typically motivated;

      B. both parties are well informed or well advised, and each acting in what
         he considers his own best interest;

      C. a reasonable time is allowed for exposure in the open market;

      D. payment is made in terms of cash in US dollars or in terms of financial
         arrangements comparable thereto; and

      E. the price represents a normal consideration for the property sold
         unaffected by special or creative financing or sales concessions
         granted by anyone associated with the sale.

(ii) Adjustments to the comparables must be made for special or creative
financing or sales concessions. No adjustments are necessary for those costs
that are normally paid by sellers as a result of tradition or law in a market
area; these cost are readily identifiable since the seller pays these costs in
virtually all sales transactions. Special or creative financing adjustments can
be made to the comparable property by comparisons to financing terms offered by
a third party institution lender that is not already involved in the property or
transaction. Any adjustment should not be calculated on a mechanical dollar for
dollar cost of the financing or concession, but the dollar amount of any
adjustment should approximate the market's reaction to the financing or
concessions based on the appraiser's judgment."

Going Concern Value

According to the Dictionary of Real Estate Appraisal, Third Edition, going
concern value is defined as: the value created by a proven operation; considered
as a separate entity to be valued with a specific business establishment.

- ----------
(2) This definition of market value is predicated on the Uniform Standards of
Professional Appraisal Practice (USPAP) and fully complies with those
requirements mandated by the Office of Thrift Supervision (OTS), Office of the
Comptroller of Currency (OCC), Federal Deposit Insurance Corporation (FDIC),
National Credit Union Administration (NCUA), Federal Home Loan Bank Board
(FHLBB), and the Resolution Trust Corporation (RTC).


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James Ratkovich & Associates, Inc.                                            17
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1550 Castle Dome Avenue, Yuma, AZ

                                  Regional Map


                               [Graphic Omitted]


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James Ratkovich & Associates, Inc.                                            18
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1550 Castle Dome Avenue, Yuma, AZ

                                REGIONAL OVERVIEW

Location

The subject property, located in Yuma, Arizona is located in western Yuma
County, in Southwest Arizona. Yuma is approximately 184 miles southwest of
Phoenix, the state's capital and largest city, and is situated along the
California state line. Interstate 8, a major east-west running freeway bisects
the northeast portion of the City of Yuma. Yuma's proximity to other major
cities in the region is as follows:

                                    EXHIBIT 1
                             YUMA - PROXIMITY TABLE

            City                    Approximate             Direction
                                    Air Miles               From Yuma

            Phoenix                 184 miles               Northeast
            Tucson                  320 miles               Southeast
            San Diego               375 miles               Northwest
            Los Angeles             390 miles               Northwest
            Las Vegas               320 miles               North

Area Characteristics

Yuma, the county seat, is the largest city in Yuma County with a 1995 population
of approximately 60,475. The city is situated in a level valley, with mountains
to the northeast and southeast. The city initially developed in the mid-1800's
along the east side of the Colorado River. Over time, the city expanded to the
south, and later to the west and east.

The county economy is agriculturally based. Farmland is irrigated, either
through a series of irrigation canals originating from the Colorado or Gila
Rivers or from a number of deep-water irrigation wells. Although Yuma County
only ranks 9th of 15 Arizona counties in size, it contains nearly 21% of the
state's cropland. Approximately 6 percent of the land in Yuma County is used for
irrigated agricultural production. Furthermore, extensive feedlot operations are
found in the area, with an estimated 113,000 head of cattle fed annually. Yuma
County also ranks high among counties statewide in production of hay and cotton,
and ranks first in production of fruits, grains and vegetables. Nearly 43% of
all cattle on feed in Arizona are in Yuma County.


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James Ratkovich & Associates, Inc.                                            19
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1550 Castle Dome Avenue, Yuma, AZ

REGIONAL OVERVIEW (continued)

Yuma had a 1995 population of approximately 60,475, with Yuma County containing
approximately 121,875 people. The economic base is largely founded upon farming,
cattle feeding, tourism and government. All of these, with exception of
government, are dependent upon the agricultural and climatic resources of the
surrounding area. Light industry also contributes to the employment and
financial picture of Yuma County, with a Marine Corps Air Station and Yuma
Proving Grounds located in the area. The building industry activity has
increased as evidenced by available data on new housing starts and the value of
building permits. The cause of the oncoming growth for Yuma is due in part to
increasing attraction of the area to seasonal winter visitors, who enjoy the
warm winter climate and contribute an estimated gross revenue of $368.8 million
per year.

The city elevation is approximately 138 feet above sea level. The climate is
naturally beneficial to the agricultural spectrum; average maximum July
temperature is 106.6 degrees; average maximum January temperature is 68.4
degrees. The average annual rainfall is 2.99 inches.

Population/Employment Characteristics

Yuma and Yuma County have experienced steady growth during the past decade.
Between 1980 and 1990, the county population increased 40.3 percent, the city of
Yuma, 29.3 percent. In the past five years, both employment and population
growth have accelerated. The growth is due primarily to the expansion of
existing businesses as well as the continuing growth of the area as a retirement
haven. For review, the following tables highlight changes in population and
employment bases.

                                    EXHIBIT 2
                              POPULATION COMPARISON

           Year                  Yuma County               Yuma
      1970                       60,827                    30,081
      1980                       76,205                    42,481
      1990                       106,895                   54,923
      1994                       119,650                   60,150
      1995                       121,875                   60,475

Source: Arizona Department of Commerce; Bureau of Census
   Yuma Chamber of Commerce


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James Ratkovich & Associates, Inc.                                            20
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1550 Castle Dome Avenue, Yuma, AZ

REGIONAL OVERVIEW (continued)

                                    EXHIBIT 3
                              EMPLOYMENT COMPARISON

<TABLE>
<CAPTION>
             Yuma                                                              %
Year        County       County         %            Yuma        Yuma     Unemployment
          Labor Force  Employment  Unemployed    Labor Force  Employment
                                      
<S>       <C>          <C>          <C>          <C>          <C>           <C>  
Sept
1995        64,950       43,950       28.5%        31,784       26,083       17.9%

Avg Ann                                                       
1994                                                          
            60,450       43,325       28.3%      Unavailable  Unavailable     N/A

Avg Ann                                                       
1992                                                          
            61,775       47,950       22.8%      Unavailable  Unavailable     N/A

Avg Ann                                                       
1991                                                          
          Unavailable  Unavailable  Unavailable    31,325       26,971       13.9%

Avg Ann                                                       
1990                                                          
          Unavailable  Unavailable  Unavailable    30,488       25,865       15.2%

Avg Ann                                                       
1980                                                          
          Unavailable  Unavailable  Unavailable    20,719       18,824        9.1%
</TABLE>
                                                            
Personal income in Yuma County has been steadily increasing, albeit there had
been periods in which income has been stagnant to declining as a product of the
agricultural-based economy. The table on the following page highlights the
growth in income, as well as providing a comparison to neighboring Maricopa
County, Pima County, and the state average.


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1550 Castle Dome Avenue, Yuma, AZ

REGIONAL OVERVIEW (continued)

                                    EXHIBIT 4
                           REGIONAL PER CAPITA INCOME

                                                               Arizona State
            Yuma County   Maricopa County     Pima County         Average
   1982       $9,523          $11,721           $10,348           $10,467
   1987       $11,460         $16,248           $13,979           $14,477
   1991       $12,504         $18,468           $16,087           $16,597
   1992       $13,101         $19,432           $16,725           $17,492
   1993       $13,529         $20,196           $17,271           $18,194

Source: Arizona Department of Commerce

Growth and Development

In the early 1980's, Yuma experienced a period of increasingly rapid
construction. With the general down-turn in the economy in the mid to late
1980's, the growth stagnated significantly. Beginning in about 1989, a minor
resurgence was experienced. For review, the level of new residential and
commercial construction experienced for Yuma County and for the state for the
past several years, is highlighted on the following chart.

                                    EXHIBIT 5
                           CONSTRUCTION SUMMARY TABLE

                                                   Value of
  New Housing                                      Building
     Units                                          Permits
                                                (in thousands)
      Year         Yuma County      Arizona       Yuma County      Arizona
      1985            2,286          82,524           N/A            N/A
      1986            1,450          69,739           N/A            N/A
      1987             834           46,001           N/A            N/A
      1988             847           36,547           N/A         $4,598,419
      1989             910           28,149         $63,301       $3,797,744
      1990            1,183          26,850         $94,571       $3,701,687
      1991             794           26,768         $53,564       $3,627,492
      1992             906           34,882         $83,971       $4,631,181

Today, the City of Yuma has a variety of uses, including industrial zoned lands,
commercially zoned lands and residentially zoned lands with a variety of
densities, including single and multi-family uses. Terrain is mostly level with
good drainage. All utilities are available. The city of Yuma maintains municipal
water and sewer systems servicing most of the sites within the city limits.
Adequate water exists for continued commercial and residential growth.


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1550 Castle Dome Avenue, Yuma, AZ

REGIONAL OVERVIEW (continued)

Utilities available within the community include electricity from Arizona Public
Service Co., natural gas from Southwest Gas, telephone service by US West
Communications and municipal water and sewer. The capacity of systems should
meet the community growth characteristics for the foreseeable future. Yuma has
various communications services, including several radio and television
stations, and cable television. There is one daily newspaper, the Yuma Daily
Sun.

Summary - Yuma County's agricultural base dominates employment and industry in
the county. There has been some recent manufacturing growth, as well as growth
in smaller commercial, industrial and agricultural service businesses. During
the past several years, the county, and Yuma in particular, has experienced
accelerated growth both in population and employment. The city's proximity to
California, as well as to Phoenix and Maricopa County has also allowed it to
share in the exceptional growth of the state's capital over the last several
years. These positive economic and social factors are expected to continue near
term.


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James Ratkovich & Associates, Inc.                                            23
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1550 Castle Dome Avenue, Yuma, AZ

                                Neighborhood Map


                               [Graphic Omitted]


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James Ratkovich & Associates, Inc.                                            24
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1550 Castle Dome Avenue, Yuma, AZ

                                    AREA DATA

Neighborhood Description

The Appraisal Institute defines a neighborhood as "a group of complementary land
uses" A Neighborhood may be more specifically defined as "a portion of a larger
community, or an entire community, in which there is a homogeneous grouping of
inhabitants, buildings or business enterprises. "...neighborhood boundaries may
consist of well defined natural or manmade barriers or they may be more or less
well defined by a distinct change in land use..."

The subject neighborhood comprises the main portion of the City of Yuma, with a
specific location on the east side of Interstate 8, at the 16th Street
interchange. Yuma is located in the western portion of Yuma County, adjacent to
the Colorado River and California State Line. Major transportation routes
include the Southern Pacific Railroad and Interstate 8, as well as U.S. Highway
95. The subject location is roughly 2 to 3 miles southeast of the Central
Business District of Yuma and has experienced periods of growth and development
due to the presence of a freeway interchange.

The subject neighborhood (City of Yuma) comprises just over 20 square miles of
area with general boundaries defined as follows:

            South:                  32nd Street, 2.0 miles to the south
            West:                   Avenue C, 4.5 miles to the west
            East:                   Avenue 3E, 1.5 miles to the east
            North:                  1st Street, 2.0 miles to the north

Neighborhood Development Trends

The subject property is located in an area that has seen steady growth and
development over the past couple of decades, although much of Yuma's commercial
development is located on 4th Avenue, about one mile west of the subject. Major
roadways and area development are as follows.

Twenty-Fourth Street is a major east/west arterial in the area located about one
mile to the south of the subject. This is a four-lane asphalt paved roadway with
designated left-turn lanes at major intersections. The area along this street is
predominately developed with medical facilities and retail shops.

Thirty-Second Street, approximately two miles south of the subject property, is
another major east/west arterial that, along with Fourth Avenue, comprises the
Business loop of Interstate 8 and becomes State Highway 80 to the east of Fourth
Avenue. Thirty-Second street has seen continual growth with the development of
various new commercial businesses, as well as redevelopment of older areas of
development.


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1550 Castle Dome Avenue, Yuma, AZ

AREA DATA (continued)

Major development along Fourth Avenue is primarily commercial in nature
including hotels, restaurants, retail centers and office developments. Much of
the commercial development along this arterial is retail in nature.

The property uses in the area of the subject on 16th Street include Motel 6,
Days Inn, La Fuente Inn, as well as service stations and restaurants, including
Denny's. New constructions include the Super 8 Motel which is open for business,
a Comfort Inn Motel, currently under construction and located adjacent to the
Super 8 Motel. In addition, a Cracker Barrel Old Country Store and Restaurant is
under construction on the east side of the freeway and south of 16th Street. A
Bugetel Motel is planned on the same site in the near future. The improvements
along Castle Dome include the Best Western Inn Suites.

Most of the commercial improvements along 16th Street near the subject have been
developed over the past 10 years and appear in generally good condition.

The subject has very good visibility from westbound I-8 and is conveniently
located at the northeast quadrant of the 16th Street Interchange, with
substantial traffic counts along this interstate highway, as well as from 16th
Street.

Various restaurants are present throughout the Yuma area, including chain
restaurants such as Carrows, Denny's, Domino's Pizza, Furrs Cafeteria, Golden
Corral Steakhouse, JB's, Little Caesar's Pizza, Peter Piper Pizza, Luby's, Pizza
Hut, Red Lobster, Shoney's and Sizzler. Numerous local and regional restaurants
are also present in the Yuma area with various Oriental, Italian and Mexican
restaurants. Fast food chain restaurants in the are include Arby's, Burger King,
Carl's Jr., Church's Fried Chicken, Dairy Queen, Del Taco, Der Wienerschnitzel,
Hardee's, Jack in the Box, Kentucky Fried Chicken, Long John Silver's,
McDonald's, Subway and Taco Bell.

Several industrial parks are present in Yuma, with industrial development also
present in nearby San Luis (26 acre industrial park), and in Wellton, which has
several areas with proximity to I-8 and the Southern Pacific Railroad. Banks in
the area include Bank One, Bank of America, County Bank, Wells Fargo, First
National Bank, and Southern Arizona Bank.

Development in the subject neighborhood (City of Yuma) has been ongoing with a
general infill occurring on close-in parcels, particularly sites located near
freeway interchanges and proximate to major arterial routes. This trend is
expected to continue in the foreseeable future.


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1550 Castle Dome Avenue, Yuma, AZ

AREA DATA (continued)

Transportation and Community Services

Yuma is located at a crossroads of several major transportation systems,
including the Southern Pacific Railroad, Interstate 8 and U.S. Highway 95.
Vehicular traffic is served by I-8 with major intersections at each commercial
or business center along the interstate. Additionally, Highways 80 and 95 are
secondary highways which link outlying towns such as Somerton, San Luis, Old
Mexico, as well as various other communities in Arizona and California.
Commercial air service is available to Phoenix and Los Angeles from the Yuma
International Airport located in the southeast portion of the subject
neighborhood. National carriers including Skywest (Delta), United Express and
America West Express service the greater market area, with 15,300 foot and 9,239
foot runways available. Other ground transportation options available in the
Yuma area include Amtrak passenger rail service; Greyhound Bus Lines, taxicab
services and numerous car rental agencies. Yuma is well served with recreational
facilities including 8 city parks, 15 tennis courts, 3 swimming pools (one
Olympic), five 18-hole golf courses and three 9 hole courses, 9 indoor theaters,
two bowling alleys, a library, art gallery and a major legal ball park.

Medical services are provided by the Yuma Regional Medical Center, a 275 bed
community facility with intensive care unit located in Yuma, and an urgent care
center. The community is also served by 200 physicians, surgeons, dentists, and
other medical specialists. Six residential care facilities also serve the
community providing a full range of convalescent care, congregate living
facilities, and senior retirement residential options. The educational needs of
the community are provided for with numerous day care facilities and preschools;
21 public elementary schools, 3 public high schools, five private schools and
six vocational schools. Post secondary schools include Northern Arizona
University/Arizona Western College, which share a campus, and off-campus
programs from Southern Illinois University and Webster University.

Summary

Regional and local neighborhood trends appear favorable for continued community
growth. The economic growth of Yuma County at large, and the City of Yuma
specifically has been fueled by a combination of continued long term growth in
the region. Retirement living has being an integral component of the growth and
development in Yuma. Trends are positive and should continue in that direction
for the foreseeable future.


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1550 Castle Dome Avenue, Yuma, AZ

                             Hotel Industry Overview

Shilo Inns Company is in the competitive limited-service hotel market. According
to Trends in the Hotel Industry, 1996, this segment of the lodging industry saw
a proliferation of new properties in the mid-1980s. It was seen as a favorable
segment with guest rooms that are frequently superior to full-service hotel
rooms at one-half to two-thirds the rate. For hotel managers the properties are
simple to operate and for ownership and lenders, they provide higher profit
margins and lower risk. The limited service hotel segment appears to have
matured and is lagging the industry as a whole but have still achieved in 1995
an aggregate occupancy of 70 percent and average room rates increased 5.9
percent and 41.8 percent average operating profit. Its market demand is reported
at 51.4 percent tourist and 45.8 percent business with the balance allocated to
conventions and conferences.

Shilo Inns typically provides an example of a good limited service hotel
property. Their hotels typically have clean and modern properties with good
access, exposure and on-site parking. The interiors typically contain a
comfortable lobby with check-in counter, one or more meeting rooms, fitness
center, swimming pool, spa, as well as satellite TV, airport shuttle service and
free daily newspapers. Major competitors to the Shilo Inn chain in its market
place include Holiday Inn Express, Comfort Suites, Phoenix Inns, Radisson,
Ramada and some Best Western franchises. The Residence Inns and Marriott
Courtyards cater to a higher priced market sector and are above the subject
segment.

The national limited-service hotel market is experiencing steady growth after
several years of sluggish economic conditions. Overall, market conditions are
continuing to improve, occupancies are higher, concessions are decreasing, and
revenues are beginning to rise. Gross Domestic Product, often an indicator of
travel patterns, is projected to grow at 2.5 percent to 3.0 percent in 1996.
Hotel occupancy for the nation is expected to rise to 71.2 percent, while the
average daily rate is anticipated to grow to $88.10. In general, modest but
stable growth and little inflation are likely to characterize the regional
economy in 1996 and 1997. The following table shows a summary of the US Lodging
Industry's 1995 Regional Performance:

   -----------------------------------------------------------------------
                    Occupancy                           Average Daily Rate
   -----------------------------------------------------------------------
                     1995     1994    Variance     1995    1994   Variance
                     ----     ----    --------     ----    ----   --------
   New England       74.3%t   72.0%     3.2%     $131.90  $125.23    5.3%
   Mid Atlantic                             
   North Central     69.6%    68.6%t    1.3%       82.59    79.41    4.0%
   South Atlantic    70.1%    68.2%t    2.8%       80.51    77.88    3.4%
   South Central     68.7%    67.7%t    1.5%       68.36    65.61    4.2%
   Mountain/Pacific  71.4%    70.1%     1.7%       87.68    83.70    4.8%
   Nationwide        70.6%    69.2%     2.0%     $ 85.92  $ 82.21    4.5%
                                            
   -----------------------------------------------------------------------
Note: Average property size = 210 rooms             Source: PKF Consulting


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1550 Castle Dome Avenue, Yuma, AZ

Hotel Industry Overview (continued)

Investors are seeking limited-service hotels with upside potential in many
regions of the country, including the Mountain and Pacific Regions, which
encompasses the states west of the Continental Divide. 1996 and 1997 are
forecast to have an annual average demand growth rate of 3.6 percent to 3.8
percent and RevPAR (room revenue per available room) growth of 5.2 percent to
7.3 percent according to the April 1995 issue of Coopers & Lybrand's Hospitality
Directions. Further, this region outstripped the rest of the country in Rooms
Demand with a 3.7 percent average percent change and a modest supply increase of
only 1.6 percent as shown in the table below.

       --------------------------------------------------------
                                Rooms Demand     Rooms Supply
                               Average percent  Average percent
                                    Change           Change
       --------------------------------------------------------
       New England                   2.5%            1.2%
       South/Middle Atlantic         3.1%            1.4%
       East South/North Central      3.4%            1.6%
       West South/North Central      3.2%            1.3%
       Mountain                      3.7%            1.6%
       Pacific                       2.8%            2.8%
       -------------------------------------------------------

Investors cite improving operating results, a limited new full-service supply,
and the relative scarcity of new development financing as influencing factors
underlying the strong interest in this segment. In fact, many investors have
stated that full-service hotels are considered the best hotel investment
opportunity for 1996. In late 1995, investors were purchasing limited-service
hotels at 70 percent of replacement cost; however, the inventory of quality
full-service hotels is dwindling and competition is increasing. One of the more
desirable acquisition targets is re-flagging a property in a major hotel chain
that commands immediate brand name recognition and offers strong reservation and
marketing systems.

New construction activity is expected to surge as investors target secondary and
tertiary locations where an aging room supply exists and many operators are
unwilling or unable to invest in room modernization. New construction between
1995 and 1997 is expected to be 40 percent higher than 1990 to 1993. Supply
growth will edge up approximately 1.5 percent in 1996 and 1997, but is still
below the 2.4 percent average growth rate that prevailed in the 1970s.

Renovation costs are a significant consideration in hotel investors'
determination of price/value and return requirements. The majority of market
participants anticipate that soft goods refurbishment be completed every five to
seven years and a total refurbishment be completed every 10 years. In factoring
these costs into price/value, investors typically attempt to discount them from
the price/value; however, they are not always successful. An investor who
intends to purchase a property, upgrade and reposition it will forecast higher
renovation and property improvement costs than one who is not seeking to
"reflag" the property. Thus, the first investor of an older property has less
room for negotiation.


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1550 Castle Dome Avenue, Yuma, AZ

Hotel Industry Overview (continued)

Investors continue to base pricing on historical 12-months cash flow and are
less willing to pay for any upside potential. Nearly 58 percent of participants
in a recent Coopers & Lybrand's poll reported that they capitalize their prior
12 months income.

Investors also prefer fee simple purchases to ground leases; however, in high
density locations such as the central business district or airport areas, ground
leases are generally in-place. Almost all investors look at the potential of
buying out the lease or renegotiating the terms. Leases tend to be calculated on
either a fixed payment or a percentage of revenue basis, with investors shying
away from percentage payments.

The following table shows a summary of major hotel transactions. The survey was
conducted by Hospitality Associates and covers the years 1991 to 1995. There is
a clear trend showing both increased activity and prices paid since 1992 when,
many believe, the market bottomed out for hotel sales.

            ---------------------------------------------------------------
             Year      Number of        Number of  Average Price Per Room
                      Transactions        Rooms                  
            ---------------------------------------------------------------
             1995         107            38,135            $83,000
             1994          83            30,452             76,000
             1993          40            15,825             74,000
             1992          41            17,219             63,000
             1991          52            15,806             87,000
            ---------------------------------------------------------------

While financing has been constrained in past years, debt financing sources have
begun to ease credit terms and Wall Street firms and institutional money sources
are targeting hotel investments. Lenders who are active in hotel debt financing
include insurance companies, banking institutions, and finance/credit companies
such as Finova Capital Corporation, Heller Financial, and GE Capital
Corporation. Publicly traded companies such as Host Marriott, Prime Motor Inns,
and Felcor Suite Hotels are aggressively pursuing acquisitions. Many lenders are
offering secondary financing above 80 percent loan to value ratios. REITs are
becoming aggressive in purchasing hotels. This is especially true of Patriot
American Hospitality, Inc., the largest REIT, which filed an initial public
offering (IPO) with the SEC in late September 1995 and raised more than $350
million.

As a result of increased financing availability, investors have benefited by
more favorable long-term financing. For instance, the first quarter 1995,
American Council of Life Insurance Companies` (ACLI) average interest rate was
9.41 percent. Typically loans are indexed to the prime rate, treasury rate or
LIBOR. The range of loan amortization is from 15 to 25 years with 20 years being
average. A typical loan-to-value ratio is 50 percent to 75 percent with the
average reported at 63 percent. Debt-coverage-ratios have ranged between 1.25
percent to 1.50 percent with 1.40 percent being average.


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James Ratkovich & Associates, Inc.                                            30
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1550 Castle Dome Avenue, Yuma, AZ

Hotel Industry Overview (continued)

Full-service hotels are considered most vulnerable to new competition,
particularly from newly built, limited-service chain hotels. In addition, they
suffer from operating deficiencies, including high property operation and
maintenance costs, utility expenses, and upgrading, which erode profitability.
Because it is likely that new construction funds will increase the competitive
supply of both limited and full service hotel rooms by late 1996 and 1997,
owners of older properties are advised to reinvest in the physical plant to
cement guest loyalty. Owners are now beginning to realize that historical
reserve funding levels, typically between 3 percent to 4 percent of total
revenues, are insufficient to fund necessary capital improvements over the life
of a property. Actual capital expenditures for well-maintained properties often
exceed 7 percent of total revenue.

Job growth, the most important indicator of sustained demand for real estate,
continues to substantially trail general economic growth. In fact, many are
calling our current economy a "jobless recovery." No immediate acceleration is
anticipated, due to factors such as improved productivity in many industries and
overall caution on the part of employers.

As stated, it is likely that additional sources of capital will provide
opportunities. Further, many market participants believe that rising inflation
with have a positive net effect on earnings as room revenue is expected to
out-strip increases in operating costs. Trade agreements such as GATT should
have a positive effect on the hotel industry, and the advent of low-cost
airlines will promote more travel and higher occupancies.

New ideas, especially new ideas in technology, continue to be one of the
industries in which the US is remaining competitive in global markets. As the US
achieves a higher level of technology, the hospitality industry has the
opportunity to implement this technology in areas where guests need it most:
checking into the hotel, and communications. Adopting new technology is an
opportunity for hotels to remain competitive and maintain and expand their
customer base. For instance, AT&T's telecommunication package, "Guest Works,"
improves call-processing, accounting and provides specialized voice messaging
through a server.

Selling expenses typically range from 2.5 percent to 5.0 percent of the total
purchase price. According to a national hotel/motel brokerage firm located in
Southern California, the marketing period for limited-service hotels ranges from
3.0 to 12.0 months with an average of 9.0 months. An average 90-day closing
period is typical (from the time a hotel is put under contract to closing).

The early 1990s have been cruel to the hospitality industry, but Shilo Inns has
gone against the grain.(3) Big national chains have been fighting to keep
troubled properties. Many retreated from hotel ownership to seek a relatively
safe haven as hotel management companies. Small independent operators, seeking
security in numbers, flocked to join national franchises.

- ----------
(3) "Portland Business Journal,"  May 31, 1993, Vol. 10, No. 14,  p. 13.


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1550 Castle Dome Avenue, Yuma, AZ

Hotel Industry Overview (continued)

The Shilo Inn capitalized on its regional identity and superior reputation to
make gains in its market areas. Mr. Mark Hemstreet, the owner and head of this
privately held company was quoted saying, "I'll take consistent management and a
good product any day over a good location. If guests are greeted with friendly
service and nice clean rooms, they'll come back to Shilo again and again." With
46 hotels and motels, Shilo has become a formidable chain in the West, owned by
just one person making it the 102nd largest lodging company in the world. The
company has about 2,000 employees in nine Western states. Shilo's "affordable
excellence" promotion strategy appears to have been successful in retaining its
core customer base. Shilo's size enables the company to not only get economies
of scale enabling its successful advertising and referral network, but also it
eliminates the need to associate with a costly franchise.

Mr. Hemstreet's willingness to invest in what may be considered secondary
locations goes against the trend of national operators. This provided Shilo Inns
with a competitive advantage, bringing them to maturing markets ahead of the
competition and providing a regional network of lodging facilities to service
their loyal guest base. They appeal to business travelers and tourists alike.
Further, Shilo Inns has continued to invest in renovation and upgrade of older
properties and has superior maintenance and replacements programs. Shilo Inns
has an effective company credo: to deliver consistently high standards from
friendly, efficient, and dedicated employees; and to provide clean, comfortable
and affordable accommodations.4

In general, we can conclude that the hotel industry is experiencing the best
growth since the trough of 1992. Increases in occupancies, average daily room
rates, and profitability has been reported throughout the industry in all market
segments. The following chart and accompanying table shows five key indications:

      o  Average Daily Rate Change Rate

      o  Operating Expense Change Rate

      o  Free & Clear Equity Capitalization Rate

      o  Residual Capitalization Rate

      o  Free & Clear Equity Internal Rate of Return
- ----------
(4) "Oregon Business," October, 1993, Vol. 16, No. 10, p. 32.


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James Ratkovich & Associates, Inc.                                            32
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1550 Castle Dome Avenue, Yuma, AZ

Hotel Industry Overview (continued)

                       National Full-Service Hotel Market
            From Coopers & Lybrand L.L.P.--"Hospitality Directions"


                               [GRAPHIC OMITTED]

- --------------------------------------------------------------------------------
            4th Qtr, '93 1st Qtr, '94  2nd Qtr, '94  3rd Qtr, '94  4th Qtr, '94 
- --------------------------------------------------------------------------------
ADR Chan       0.0278        0.0329       0.0315         0.0322         0.035   
- --------------------------------------------------------------------------------
Op. Exp C      0.0344        0.0363       0.0354         0.0336        0.0355   
- --------------------------------------------------------------------------------
Equity Cap     0.1143        0.1148        0.115         0.1127        0.0992   
- --------------------------------------------------------------------------------
Residual C     0.1189        0.1148        0.115          0.114        0.1014   
- --------------------------------------------------------------------------------
Equity IRR     0.1505        0.1533        0.155         0.1575        0.1567   
- --------------------------------------------------------------------------------
                                                                                
- -------------------------------------------------------------------
             1st Qtr, '95  2nd Qtr, '95  3rd Qtr, '95  4th Qtr, '95
- -------------------------------------------------------------------
ADR Chan           0.037        0.0383      0.0391        0.0417 
- -------------------------------------------------------------------
Op. Exp C         0.0352        0.0345      0.0351        0.0348  
- -------------------------------------------------------------------
Equity Cap        0.1073        0.1088       0.109        0.1065
- -------------------------------------------------------------------
Residual C        0.1086        0.1088      0.1078        0.1067
- -------------------------------------------------------------------
Equity IRR        0.1523        0.1475      0.1496        0.1505
- -------------------------------------------------------------------

o Average Daily Rate Change Rate

This rate expresses the percentage change in the Average Daily Room Rate. Like
the capitalization rate change, there is a clear trend expressed by the ADRs. In
this case, the trend shows a steady increase in rates. Every quarter since the
2nd Quarter, 1994 has shown incremental increases with an average quarterly
increase of 3.64 percent.

o  Operating Expense Change Rate

Operating Expenses as a percent of revenues have stayed relatively flat or
stable at about 3.5 percent. This indicates that there are economies of scale in
larger revenues since operating expenses can be limited to a stable proportion
of revenues.


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James Ratkovich & Associates, Inc.                                            33
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1550 Castle Dome Avenue, Yuma, AZ

Hotel Industry Overview (continued)

o  Free & Clear Equity Capitalization Rate

In contrast to the stability of the IRR, the Equity Capitalization rate (i.e.,
overall rate) is showing evidence of decline. A declining capitalization rate
indicates that investors are willing to accept a lower return from their
investment. It has been shown in the above narrative that sales have been
increasing. More purchasers in the market-place means more competition for a
finite supply, thus prices are increasing and investors must be willing to
accept a lesser capitalization rate. This type of trend encourages new
construction which, depending upon the extent of the construction, may stabilize
or even reverse the capitalization rate trend. It is not a given, however, that
occupancies and room rates will continue to increase. Based on available
information, it appears that the favorable trend will continue into 1997 and,
perhaps, beyond.

o  Residual Capitalization Rate

As would be expected, residual capitalization rates have declined consistent
with equity (or overall) capitalization rates

Summary

A dramatic strengthening of industry profits may be expected for 1996 and 1997
given the Coopers & Lybrand forecast. Major contributing factors include healthy
revenue expansion, modest increases in major expenses, continued productivity
gains, and below-average supply growth. Profits per available room are projected
to rise to $2,900 in 1996, and $3,500 in 1997.

There is a significant need to maintain and modernize older full-service hotels.
Shilo Inns has made a commitment to maintaining high-quality, attractive hotels.
Shilo has taken a "saturation" approach to expansion by locating throughout the
Pacific Northwest. Although not a franchise, the Shilo Inns name is recognizable
and has a loyal following. The Shilo Inn name is certainly beneficial in this
region and probably largely responsible for the success of the
off-the-beaten-path locations. Because Shilo is privately owned and Mark S.
Hemstreet is truly an industry insider, it is likely that Shilo Inns are better
managed due to his oversight.

Overall economic trends are positive in the Pacific Northwest and surrounding
regions. This is contributing to the growth in the lodging industry and these
trends appear to be sustainable through the few years. New additions of supply
are expected to provide stiff competition to existing properties and much of
this is coming from Holiday Inn Express and some Comfort Suites. However, Shilo
Inns typically have one of the best locations in its local market areas and with
their efficient management and continuos maintenance programs they should be
able to maintain their market share, if not increase it at he expense of less
competitive properties. Clearly, the trend in the limited service lodging
industry continues to be towards "suite" properties. Shilo Inns has many such
properties and generally provide good size rooms with market desired amenities
at an affordable price. Given the positive economic trends in the many of the
markets Shilo Inns is located, central reservation system, large guest following
and solid management structure with efficiencies in purchasing and marketing it
is reasonable to conclude that the Shilo Inns will continue to be a successful
chain with a positive outlook for the foreseeable future.


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James Ratkovich & Associates, Inc.                                            34
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1550 Castle Dome Avenue, Yuma, AZ

                                SITE DESCRIPTION

As shown on the plat map located on the next page, the subject site is an
irregular shaped lot, located at the 16th Street exit in the northeast quadrant
of the overpass intersection. The subject site includes the Shilo Inn Hotel, and
the Restaurant located on the north side of the main hotel building. According
to the official Assessor records of Yuma County, the site has approximately
1,000 feet of frontage along Interstate 8, and 775 feet of frontage on Castle
Dome Avenue. The assessor calculations indicate a total site area of 234,353
square feet or 5.38 acres.

Visibility and Access

The subject site has adequate visibility to both freeway traffic carried on
Interstate 8, and surface arterial traffic on 16th Street. The latest figures
(1995) from the Arizona Department of Transportation indicated the average daily
two-way traffic exposure exceeded 13,900 on Interstate 8 between Giss Parkway
and 16th Street and two-way traffic exceeding 17,600 between 16th Street (Hwy.
95) and Avenue 3-E. The average daily traffic exposure exceeds 19,600 on U.S.
Highway 95 (16th Street) which is designated a business route as it crosses over
Interstate 8. Ingress access to the subject site is north of 16th Street on
Castle Dome Avenue. Overall, access and visibility are good and afford ease of
access to patrons.

Off-Site Improvements

Castle Dome Avenue is a secondary road which extends in a northwesterly
direction from Sixteenth Street (a.k.a. U.S. Highway 95). Castle Dome Avenue is
a paved road with one lane of traffic in each direction, but no left turn
medical. It is a city maintained collector road constructed with asphalt
surface, poured-in-place concrete curbs, gutters and approach aprons along the
subject property line. No such improvements are built along the frontage of the
vacant properties across the street. Overhead street lighting is maintained by
the City of Yuma on the subject side of the street. The destination for the
majority of the traffic on Castle Dome Avenue is either the Shilo Inn Hotel or
the Best Western Inn Suites located a short distance north of the subject.
Public utilities are all provided through underground feeds directly to the
subject property.

Topography and Drainage

The subject lot is elevated above the grade of Castle Dome Avenue with the
improvements situated on level ground. The balance of the parcel, which includes
the parking lot and the landscaped areas, tends to slope in a northeasterly
direction with the drainage not absorbed by the landscaped areas exiting onto
Castle Dome Avenue. There are no adverse problems in the topography of the site
which would adversely affect its present use.

Surrounding Uses

The subject site is located along the primary commercial district adjacent to
Interstate 8 at the 16th Street exit. Significant new development is presently
underway within one mile of the subject with a Comfort Inn under construction
less than one-half mile west, southwest, which is adjacent to a new Super 8
Motel. In addition, a Day's Inn was constructed in 1994 on the south side of
16th Street (Highway 95) and Sundridge Drive.


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James Ratkovich & Associates, Inc.                                            35
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1550 Castle Dome Avenue, Yuma, AZ

SITE DATA (continued)

Zoning

The subject site is zoned "B-2", General Commercial District by the planning
department of the City of Yuma. The principle purpose of this district is to
provide a wide range of business commercial activities, including all retail
sales, tourist and highway oriented facilities, service businesses,
entertainment and commercial recreation uses which serve the entire urbanized
area.

To meet the purpose of this district, all uses shall comply with the following
summarized development standards.

1.    Area and Location:

      (a)   The minimum area for the General Commercial District shall be 8
            acres. If less than 8 acres, it may be considered for rezoning if it
            adjoins on existing General Commercial District.

      (b)   The minimum lot area is 12,000 square feet with provisions

      (c)   The location of any General Commercial District shall be restricted
            to property which has access to and frontage on a major or minor
            arterial street.

2.    Building Heights:

      The maximum building height shall not exceed five stories or 75 feet,
      subject to exceptions.

3.    Yards

      (a)   All buildings shall be set back a minimum of 15 feet from any public
            or private street right of way line; 20 feet if within the same
            block as a residential zoning district.

      (b)   A minimum setback of 20 feet shall be required from any side or rear
            property line shared with a residential zoning district. 

      (c)   Any required yard fronting a public or private street right of way
            shall be landscaped.

4.    Screening

      Any lot located adjacent to a residential zoning district shall be
      screened by a minimum 6 foot high masonry wall. The "Wall" is to comply
      with any required street yard setbacks.

5.    Parking and Loading:

      Off-street parking and loading shall be provided in the manner specified
      in Section 160 of this Ordinance. (not included in this summary.

Based on our review of the zoning code and the subject property we believe that
the subject is a conforming use, allowed under the zoning code.


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James Ratkovich & Associates, Inc.                                            36
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1550 Castle Dome Avenue, Yuma, AZ

SITE DATA (continued)

Traffic

Traffic data compiled by the City of Yuma and the Arizona Department of
Transportation and is summarized below: These data represent average daily
traffic (ADT), expressed as daily average of annual traffic volume. The daily
average is expressed in average vehicles per day (VPD).

      1.    Interstate 8, w/o US-95, bi-direction ADT:      15,750 VPD
      2.    16th Street (US Highway 95)                      9,600 VPD

Soils

No soils report was provided to the appraisers. We have inspected the building
interior corridors, ground floor slab areas, parking lots, and surrounding
parcels for evidence of subsidence, heaving or separation cracking. None of
these effects was evident from our inspections. Therefore, it is assumed that
the subject soils and subsoil's have adequate load-bearing capacity to support
the existing improvements, although this opinion is in no way to be construed as
having the weight of a professional engineer's opinion. Such matters are clearly
beyond the expertise of the appraiser to determine and beyond the scope of this
appraisal assignment. If a conclusive opinion is required the services of a
properly licensed professional engineer should be retained.

Seismicity

The subject site is NOT LOCATED within a Seismic Special Study Zone. The 1994
Uniform Building Code (UBC) identifies the region as a Zone 2B risk area, which
is characterized as having low to moderate Seismicity and moderate seismic
engineering requirements


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James Ratkovich & Associates, Inc.                                            37
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1550 Castle Dome Avenue, Yuma, AZ

SITE DATA (continued)

Utilities

All utilities are available to the subject site. Utility providers confirmed
with planning and building officials are summarized below.

            Water:                            City of Yuma
            Sanitary Sewer:                   City of Yuma
            Electric:                         Arizona Public Service Company
            Natural Gas:                      Southwest Gas Corporation
            Telephone:                        US West
                                     
Public Services provided to the subject property also include:

            Fire/Paramedic:                   City of Yuma Fire Department
            Police:                           City of Yuma Police Department
            Yuma County Sheriffs Department
            Arizona State Police

Easements, Restrictions, CC&Rs, Adverse Encumbrances

A title report was not supplied to this appraiser. The property is subject to
easements and covenants concerning utility access, water rights and roads.
Physical inspection of the property did not reveal any easements or adverse
conditions which would adversely affect the value of the property in its current
use.

Assessment and Taxes

According to the Yuma County Assessor and the Treasurer Tax Collector, the
subject assessments and property taxes for the 1995/1996 tax year are summarized
as follows.

===============================================================================
 ASSESSED
 VALUES - 1996
- -------------------------------------------------------------------------------
Assessor's         Land     improved   Personal   Total Full    1995      1996
 Parcel No.     Full Cash  Full Cash   Property      Cash       Taxes     Taxes
                  Value       Value                 Value
109-08-042      $161,400   $4,665,732  $393,864  $5,220,996   $198,041  $184,690
===============================================================================
                     
Taxes are based on annual assessments set by the county assessor. Assessed
values which are not generally reflective of market value, have remained
generally stable, increasing only 15.7% since 1989. Assessment ratios are based
on 25% ratios for land and buildings and 24.8% for personal property.

We note that estimated taxes for the subject property actually decreased
somewhat for 1996, with the personal property tax portion attributable to the
furniture, fixtures and equipment anticipated to decline commensurate with the
annual depreciation charges. Therefore, we expect assessed values, as well as
property taxes, to remain fairly level for the foreseeable future. Accordingly
we do not expect to see significant increases in tax assessments.


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James Ratkovich & Associates, Inc.                                            38
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1550 Castle Dome Avenue, Yuma, AZ

                                    PLAT MAP


                               [Graphic Omitted]


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James Ratkovich & Associates, Inc.                                            39
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1550 Castle Dome Avenue, Yuma, AZ

                             IMPROVEMENT DESCRIPTION

The subject improvements consists of a four-story, good quality, Class D, double
wall constructed hotel building with 134 suite type rooms, (plus a manager's
suite) encompassing 78,292 gross square feet. The Restaurant and Conference
Center Building adds 17,380 gross square feet, respectively yielding a total
improved area of 95,672 square feet.

Other ground floor amenities not included within the floor area breakout
presented in the summaries include a coin operated laundry room for the use of
hotel guests, a commercial laundry room, and the hotel management offices. The
meeting and banquet facilities are available on a rental basis, and can
accommodate meetings of up to 450 people. Access to the upper floors is provided
by internal stairwells at each end of the building, or by elevators located off
the main floor lobby. The Restaurant located adjacent to the main hotel building
is included in the interests being appraised. Other property details and the
description of materials and construction methods are summarized below.

Size                                134 Rooms, Including manager unit
                                    (5 rooms meet ADA requirements)

Room Type:                           50 Double Queen (DQ)
                                      4 Double Queen Kitchen (DQK)
                                     54 King Suites (K)
                                     11 King Kitchen Suite (KK)
                                     15 Single Queen Suites (SQ)
                                    ---
                                    134 Total Rentable Suites

Apartment:                          1 - Manager's Suite

Meeting Rooms:                      Cactus Room and Mesa Room
                                    (can be combined)

Board Rooms:                        1 - 1st Floor (old gift shop)
                                    1 - 2nd Floor (Oasis)

Recreational Facilities:            (Outside Pool, Jetted Hot Spa,) Exercise 
                                    Gym, Steam & Sauna Room

Restaurant:                         Adjacent Shilo Restaurant is currently under
                                    hotel management and is included within
                                    subject property interests appraised.


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James Ratkovich & Associates, Inc.                                            40
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1550 Castle Dome Avenue, Yuma, AZ

IMPROVEMENT DESCRIPTION (Continued)

===============================================================================
Area Description     Hotel      Area           Restaurant/Lounge  Conference SF
Building 1           Gross SF   Description    SF
                                Building 2    
- -------------------------------------------------------------------------------
Ground Floor (Lobby)
                      20,476    Main Floor          8,780               --
First Floor           19,272                                     
Second Floor          19,272    Basement             --               8,600
Third Floor           19,272                                    
                                                                
                                Subtotal            8,780             8,600
Total Floor Area      78,292                       17,380             8,600
================================================================================

         -------------------------------------------------------
         Suite Plan/Unit  Breakdown      Quantity        Code
         -------------------------------------------------------
         Double Queen                       50           DQ
         Double Queen Kitchen                4           DQK
         King Suite                         54           K
         King Suite Kitchen                 11           KK
         Single Queen                       15           SQ
         Manager Unit                        1           MGR
         Total Unit Count             134 (Rentable)
                                      1 (Manager Apt)
         -------------------------------------------------------
    
================================================================================
     Parking Summary:
     Shilo Inn Hotel
- --------------------------------------------------------------------------------
      Parking             Unit/Basis                  Required       Provided
Required                                                        
Hotel               134 Units                           134            134
Restaurant/Lounge   275 Seating - Rest/Lounge           N/A
Conference Center   450 Seating in Conference Center    N/A            171
                    
================================================================================

Average Room Size:                   467 square feet gross
                                    
No of Stories:                       Four including Ground Floor-Building 1
                                     Two including Basement - Building 2
                                    
Parking:                             305 spaces
Year Built:                          1986
                                

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James Ratkovich & Associates, Inc.                                            41
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1550 Castle Dome Avenue, Yuma, AZ

IMPROVEMENT DESCRIPTION (Continued)

Foundation:                          Steel Reinforced concrete spread footings -
                                     Bldg. 1
                                     Steel Reinforced concrete walls/floor -
                                     Bldg. 2 (Basement)

Floor Structure:                     Elevated ground floor of steel reinforced
                                     architectural concrete over corrugated
                                     metal decking. Floors 2, 3 and 4 of 3/4"
                                     architectural (gypcrete) concrete over 5/8"
                                     plywood sheathing over 2'x6' floor joists
                                     With subfloor sound attenuating insulation

Exterior Walls:                      Class D, double wall wood frame
                                     construction. Exteriors of stucco. Interior
                                     construction of 5/8" GWB over insulating
                                     batts. Wall insulation to R-19
                                     specification

Window/Sash/Door:                    Double glazed, windows in bronze anodized
                                     aluminum frames; All opening windows fitted
                                     with screens. Bronze anodized aluminum
                                     frame double door storefront at Lobby
                                     entrance; all exterior doors of bronze
                                     anodized aluminum with fire safety break
                                     away bars (20 minute fire rated)

Roof Structure:                      Prefabricated TJI roof trusses set at 24"
                                     on center; 5/8" CDX plywood sheathing over
                                     trusses; composition roofing with sealed
                                     joints; interior draining scuppers and down
                                     spouts. Parapet walls constructed of 2"x 4"
                                     and 2"x 6" wood frame finished with vinyl
                                     vertical siding. Mansard overhangs finished
                                     in concrete roof tile

Interior Walls:                      2"x4" wood frame partitions, 16" or 24" on
                                     center with textured and painted 5/8" GWB
                                     (one hour rating); sound attenuating
                                     insulation with R-11 batts

Interior Finish:                     Floor coverings in all suites hotel grade
                                     carpet; floor coverings in lobby of carpet;
                                     Floor cover in restrooms of vinyl tile;
                                     incandescent and fluorescent lighting,
                                     suspended decorative lighting in lobby


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James Ratkovich & Associates, Inc.                                            42
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1550 Castle Dome Avenue, Yuma, AZ

IMPROVEMENT DESCRIPTION (Continued)

Lobby:                               Commercial/Hotel carpet, light oak stained
                                     cabinetry; covered ceilings; recessed
                                     fluorescent light panels; design
                                     coordinated upholstered furniture; curtains
                                     and valances; built in front desk/service
                                     counter; guest seating area decorative
                                     furnishings; business and restaurant
                                     management offices; hospitality room

Guest Rooms:                         Painted and papered drywall walls and
                                     ceilings; carpet in guest rooms and ceramic
                                     tile floor cover in bathroom, sliding
                                     aluminum frame windows; kitchenette units
                                     with under-counter refrigerators and
                                     microwave ovens; televisions, furniture
                                     draperies etc.

Elevators:                           Two hydraulic passenger elevators located
                                     in main building (Bldg. 1)

Stairwells:                          Two interior stairwells; treads are
                                     butterfly-type precast concrete with
                                     non-skid finish. Hand rails of fabricated
                                     steel with smooth finish, welded joints

HVAC/Climate Control:                Individual wall mounted package HVAC units
                                     with temperature control modules in each
                                     guest suite. Central HVAC system with
                                     multi-zone control system for common areas
                                     and lobby (currently being replaced)

Electrical:                          Electrical system design engineered to
                                     specific hotel electrical loads; 3 phase,
                                     4-wire multi-paneled power busses

Plumbing:                            Each guest suite includes a tub with shower
                                     and toilet in separate room contiguous to
                                     dressing room. Small vanity with lavatory
                                     sink and wall mounted/surface lighted
                                     mirror and ventilator exhaust fans.
                                     Kitchenette sinks included in most units


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James Ratkovich & Associates, Inc.                                            43
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1550 Castle Dome Avenue, Yuma, AZ

IMPROVEMENT DESCRIPTION (Continued)

Fire Protection:                     Fully sprinklered throughout; smoke
                                     detectors throughout; fire alarm with hard
                                     wire activation system and direct
                                     connection to local fire department;
                                     auxiliary emergency exit lighting,
                                     emergency auxiliary generator; conforms to
                                     Yuma building/fire safety codes

Furniture  Fixtures & Equipment:     Guest suites include either single king bed
                                     or double queen beds; color televisions
                                     with remote controls; carpet, draperies;
                                     light fixtures and lamps; combination
                                     desk/dresser units; luggage rack; 36"
                                     parlor table with (2) upholstered wood
                                     chairs; night stand, microwave oven and
                                     refrigerator; multiple phone jacks.
                                     Kitchenette units include two burner cook
                                     top; FF&E appears to be of above average
                                     quality with no functional obsolescence
                                     attributable to poor quality, layout or
                                     design

Modified Guest Suite:                All Shilo Inn Guest Suites are single room
                                     units with most or many of the amenities
                                     typically associated with a true 2+ room
                                     suite


Site Improvements:                   The site improvements include asphalt paved
                                     and striped parking areas (305 striped
                                     stalls); Landscaping is well maintained and
                                     incorporates native species including a
                                     variety of palm trees. Exterior trash
                                     enclosures with gate closures; Parking lot
                                     lighting is provided by pole mounted
                                     incandescent lamps on poured in place
                                     concrete pedestals. Surface water runoff
                                     through drywell sumps feeding to City of
                                     Yuma sewers. Driveway aprons from Castle
                                     Dome Avenue are of steel reinforced, poured
                                     in place concrete. The western property
                                     line along the Interstate 8 right of way is
                                     chain link fenced according to ADOT
                                     specifications.


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James Ratkovich & Associates, Inc.                                            44
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1550 Castle Dome Avenue, Yuma, AZ

IMPROVEMENT DESCRIPTION (Continued)

Depreciation

The actual age of the improvements is approximately ten years. They are well
maintained and appear to have an effective age overall of approximately seven
years. As we noted previously, they are in good condition for facilities of
their age and quality. According to building industry sources the expected life
of similar improvements is 50 years. Depreciation analysis in the Cost Approach
will reflect the effective age.

Functional Features and Concluding Remarks

Overall the improvements are in good to very good condition and show care of
maintenance. They are well designed, functional in their layout and provide good
utility and guest appeal. Nothing in our inspections suggests either the
presence of elements of functional obsolescence or substantial deferred
maintenance.

The operators' marketing strategy is focused on maximizing extended visit, and
corporate and government agency patronage. We find the modified suites layout
offering "larger than typical" single room units, with amenities typically found
in true all suites hotels, is a cost effective way to deliver more amenity and
functional utility to the customer, without incurring the additional costs
typically associated with the development and operation of multi-room suites. In
room microwave ovens and refrigerators, multiple phones, guest laundry
facilities and attractive corporate plans seem to be effective in attracting the
target market customer. We therefore, find that the subject property is entirely
adequate in meeting the owners intended use and purpose for the subject
facilities.

Furniture, Fixtures & Equipment

The guest rooms are furnished with typical modern furnishings which include
either a single king-sized bed or two double queen beds, side tables, desk,
dresser, chairs, table, drapes, night stands, color television with remote,
microwaves, mini-refrigerators, lamps, couch, clock radio and three telephones.
Also the single kings contain a sleeper sofa. FF&E includes all the furnishings,
linens and supplies, cleaning and house keeping equipment, business office and
front desk equipment, furnishings and related personal items. We have estimated
these personal property items at a depreciated replacement value of $3,500 per
room, or $469,000.


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1550 Castle Dome Avenue, Yuma, AZ

                                    Site Plan


                               [Graphic Omitted]


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1550 Castle Dome Avenue, Yuma, AZ

                                   Floor Plan


                                [Graphic Omitted]


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1550 Castle Dome Avenue, Yuma, AZ


                                   Floor Plan


                               [Graphic Omitted]


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1550 Castle Dome Avenue, Yuma, AZ

                                   Floor Plan


                               [Graphic Omitted]


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1550 Castle Dome Avenue, Yuma, AZ

                          HIGHEST AND BEST USE ANALYSIS

The Appraisal Institute defines highest and best use as follows:

      "The most profitable likely use to which a property can be put. The
      opinion of such use may be based on the highest and most profitable
      continuous use to which the property is adapted and needed, or likely to
      be in demand in the reasonably near future. However, elements affecting
      value that depend on events or a combination of occurrences that, although
      in the realm of possibility, are not fairly shown to be reasonably
      probable, should be excluded from consideration. Also, if the intended use
      is dependent on a uncertain act of another person, the intention cannot be
      considered.

      "That use to which the land may reasonably be expected to produce the
      greatest net return to land over a given period of time. That legal use
      which will yield to land the highest present value. Sometimes called
      'optimum use.'"

In estimating highest and best use, there are essentially four stages of
analysis:

      1. Possible Use. What uses of the site in question are physically
         possible?

      2. Permissible Use (legal). What uses are permissible by zoning and deed
         restrictions on the site in question?

      3. Feasible Use. Which possible and permissible uses will produce a net
         return to the owner of the site?

      4. Maximally Productive Use. Among the feasible uses, which use will
         produce the highest net return or the highest present worth?

The highest and best use of the land (or site) if vacant and available for use
may be different from the highest and best use of the improved property. This is
true when the improvements are not an appropriate use, but it makes a
contribution to the total property value in excess of the value of the site.

The following tests must be met in estimating the highest and best use. The use
must be legal; the use must be probable, not speculative of conjectural; there
must be a profitable demand for such use; and it must return to the land the
highest net return for the longest period of time. These tests have been applied
to the vacant property. In arriving at the estimate of highest and best use, the
subject site was analyzed as vacant and available for development.


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HIGHEST AND BEST USE ANALYSIS (continued)

As Vacant

Possible Use: The first constraint is the constraint dictated by the physical
characteristics of the site. The size and location within a block have a
determining effect on the site's value. In general, larger sites and corner
locations enable a developer to achieve economies of scale and allow flexibility
in building and site improvement design. The subject site is a 5.38 acre
irregular shaped parcel with frontages on Interstate 8 and Castle Dome Avenue.
This freeway exposure and on ramp/off ramp access is highly desirable for B-2
zoned properties which derive a large portion of their business from
commuter/transportation routes. The site has good functional utility for a wide
range of commercial uses including truck stops, service stations, restaurants,
motels, as well as for commercial office and special purpose commercial uses. We
also note that all utilities are available to the site and the area streets are
in place and fully improved. Therefore, the physical aspects of the site
assemblage do not eliminate any uses from the highest and best use analysis,
except for very large scale commercial/retail uses, and large floor area
manufacturing, industrial and warehousing uses. Smaller scale versions of these
types could, however be accommodated, as allowed under the existing zoning
regulations.

Permissible Uses: Two types of legal restrictions apply to the subject property:
private restrictions (deed restrictions and easements), and public restrictions
(principally, zoning). The existing utility easements are standard and do not
adversely impact the development potential of the site. To the extent they
guarantee access to public utilities, they may actually enhance site value.
Therefore, the principal legal limitation on the development entitlements for
the site is the B-2 zoning, defined by the City of Yuma as a specific zone
intended to permit the location of various commercial facilities in areas where
such use will not have a detrimental effect on nearby residential developments.
Permitted uses include a wide variety of commercial establishments as outlined
in the zoning section of this report.

Under this zoning classification, heavy industrial and manufacturing uses, and
residential uses are not typically allowed. These uses would be considered
incompatible with the planning objectives for the B-2 commercial zone.

Uses customarily found in the B-2 zone include service stations, truck stops,
motels and hotels, carwashes, convenience stores, retail centers, and
restaurants. Clearly, the subject property falls within the intended uses for
the B-2 commercial zone.

Feasible Uses: The property is reasonably adaptable to most forms of commercial
development, but appears particularly well suited to highway oriented commercial
uses where exposure to high average daily traffic volumes is regarded as
advantageous by prospective users. Clearly, uses such as hotels/motels, gas
station/c-stores and restaurants benefit most from the freeway exposure of the
subject site, and tend to yield the greatest profitability.


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HIGHEST AND BEST USE ANALYSIS (continued)

The feasibility of these uses must be considered in light of historical and
current development trends and the current supply of the various alternative
such uses in the local market. Our market analysis clearly reveals that a much
wider range of potential uses is feasible today than would have been several
years ago. We see evidence of land speculation and increasing prices being paid
for commercial sites, particularly in the I-8 growth corridor through the City
of Yuma. Various new development is underway to the north and south of the
subject site on Castle Dome Avenue, suggesting the expectation of major growth
in the years ahead. With growth comes increased vehicular traffic and an
increase in the value of Freeway fronting commercial sites. We noted earlier
that the feasibility of hotels in this market still appears to be very good as
the development of the two new properties near the subject suggests. Determining
financial feasibility, and economic productivity depends heavily on the
assumptions we utilize in our evaluations, and may encompass varying degrees of
risk.

Our analysis of several alternative use types suggests that while the market and
local participants anticipate continued growth in the next few years, the broad
based economic expansion which would facilitate a major growth trend is not in
evidence. At this time it appears that financial feasibility would probably be
limited to well capitalized hotel operators, and service station/convenience
store operations. Assuming the entire 5.38 acre site could be effectively
utilized by one or two national restaurant franchises we believe the site could
be a feasible restaurant site, as well. Other uses which could prove financially
feasible will depend on the anticipated growth of the Yuma market area during
the next three to five years.

Maximally Productive Uses. Of the permitted uses our analysis suggest that the
maximally productive uses today are probably special purpose in nature. These
may include automotive oriented retail/commercial uses, such as national
franchise tire dealers, or gas station/convenience stores. Beyond these, it
appears that hotel/motel uses and restaurant uses with strong marketing and
brand identification could yield the maximally productive use for the site
today.

As Improved

The subject is a four-story hotel property with 134 guest suites on a 5.38 acre
site, with an adjacent restaurant and conference center. The restaurant and
conference center, marketed and utilized in conjunction with the existing hotel
facilities appears to be quite feasible and has very good overall utility.
Review of the historical operating statements clearly reveals the profitability
of the subject property as a going concern hotel/conference and restaurant
facility. Highest and Best use analysis of the site as vacant suggests that were
the site available for development today, one might in fact develop the same
use, perhaps with a slightly modified configuration or ownership arrangement
with respect to the restaurant and conference center. Nevertheless, the existing
uses are clearly profitable, and the improvements add substantial value beyond
the site value. After consideration of demolition and redevelopment expenses, it
is clear that the highest and best use for the subject site, as improved is to
continue operations as a hotel/conference center.


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                                   VALUATION

There are three approaches to value which will be employed in the analysis: the
Cost Approach including land valuation and construction cost analysis; Direct
Sales Comparison Approach evaluating sales of similar properties; and an Income
Approach based upon the property operating at stabilized income levels.

Cost Approach

In the appraisal process, the Cost Approach requires an analysis of sales of
similar parcels of land to arrive an estimate of market value for the subject
site. An estimate is then made as to the cost to replace the subject's
improvements at today's costs using reliable sources of cost data. Depreciation
or obsolescence from all causes is estimated based on the experiences of similar
properties. Depreciation is then deducted from the replacement costs as new to
arrive at the present worth of the improvements and the site.

Market Approach  (Direct Comparison Approach)

This is an appraisal procedure in which the value estimate is predicated upon
prices paid in recent market transactions. Listings and offerings of property
may also be utilized in this analysis, however, the use of listings is limited
since the property has not met the full test of the market and usually tends to
set the upper limit of value. The steps the appraiser follows in this approach
are set forth below.

      1. Seeks out similar properties for which pertinent sales, listings,
         offerings and/or rental data are available.

      2. Qualifies the price as to terms, motivating forces and bona fide
         nature.

      3. Compares each of the sale properties' important attributes with the
         corresponding ones of the properties being appraised, under the general
         division of time, location, income and physical characteristics.

      4. Considers all dissimilarities in terms of their probable effect upon
         the sale price.

      5. Formulates an opinion of the relative value of the property being
         appraised as compared with the price of each similar property.


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1550 Castle Dome Avenue, Yuma, AZ

VALUATION (Continued)

The units of comparison abstracted from the sales are the sales price per square
foot or unit and the overall rate of return. Each of these units of comparison
is discussed more fully below.

Sales Price per Square Foot or Unit

This is an expression of the total consideration divided by the particular unit
of comparison. Its chief advantage is that it is a direct comparison of the
price of the comparable to the property in question. Weighing of comparables may
be necessary due to differences of location, physical characteristics, market
conditions and terms of the sale transactions. It is most accurate when the
subject and the comparables are of similar character and the sales are of recent
vintage.

Overall Rate of Return

This rate is the direct relationship of the net operating income (before debt
service) and the sale price. the overall rate reflects both the return on the
investment and the return of the investment. This is a rate which is frequently
used by investors and appraisers because it is ascertainable from comparable
sales and can be applied directly to the estimated net operation income of the
property under appraisal. This unit of comparison is used in the Income
Approach.

Income Approach

The Income Approach is generally the most relevant approach in evaluating
investment type properties. This approach is predicated on the principle that
value is created by the expectation of benefits derived in the future. The
anticipated net income is converted to a present value by a direct
capitalization or the use of a discounted cash flow process.

Direct Capitalization

This process involves dividing the net operating income by a capitalization
rate. This rate reflects such factors as risk, time, interest on capital
investment, and recapture of the depreciating asset. This approach to value
encompasses the following:

1. The estimation of current economic rent levels to establish annual potential
   gross revenues. Current economic rents are generally current market rents.

2. The estimation of vacancy and collection loss allowances.

3. The estimation of annual operating expenses.

4. The deduction from potential gross revenues of vacancy and collection loss
   and operating expenses, leaving the net operating income before debt service
   and depreciation.

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VALUATION (Continued)

5. Capitalization of the net operating income by the appropriate rate as
   abstracted from the market.

Discounted Cash Flow

A widely accepted view of value as of a given valuation date is the discounted
present worth of the anticipated future income reasonably expected to be
generated by an income producing property over a specific period of time. The
process by which future income receipts are converted to a present value is
termed discounting. Many different capitalization methods and techniques are
available to process anticipated future income into a present worth estimate.
The method used depends primarily on the characteristics of the forecast income
stream, the form of the appropriate rate of return or discount rate, and the
time period involved.

The two methods used in this analysis are capitalization in perpetuity
(utilizing an overall capitalization rate discussed above) and capitalization
for a finite period (discounted cash flow analysis). Capitalization in
perpetuity as used in the Income Approach assumes the income stream will
continue undiminished, indefinitely. The rate used to process this income
streams embodies the factors of time preference (opportunity costs), liquidity,
management burdens, and ownership risks. The appropriate rate is derived through
an analysis of sales of properties displaying similar investment opportunities
to the investor.

The discounted cash flow method is a rigidly defined mathematical relationship
between income streams, rates and timing. Processing an income stream by a
correct mathematical formula does not in itself produce a supportable market
value. As with other techniques of income capitalization, the discounted cash
flow analysis requires reliable market data on several critical points. If the
required market data information is not available, the appraiser is injecting
his judgment and opinion in using non-market data and the results are not
justifiable market value.

RECONCILIATION

The final step in the appraisal process is the reconciliation or correlation of
the value indicators. In the reconciliation, the relative applicability of each
of the approaches utilized is considered. Those approaches that are deemed most
appropriate to the particular appraisal question involved are weighed for the
accuracy and reliability of the data used in the analysis, and an opinion is
formed as to the market value of the subject property. The relative weight or
emphasis given to any of the approaches depends on the forces prevalent in the
market which act upon the subject property.


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                                  COST APPROACH

In this approach, it is assumed that a purchaser would consider producing a
substitute, competing property with the same utility as the subject. The net
cost to the rational, informed purchaser is the measure of value of the subject
property. The net cost includes construction costs (to the purchaser, not the
contractor or builder), financing costs, and all other costs incurred during the
construction period. Any depreciation or diminished utility is deducted from the
costs in order to arrive at a net contribution of the improvements in their
present condition to the total property value as of the valuation date. The site
is valued as if vacant and available to be put to its highest and best use. This
is then added to the depreciated improvement costs to yield the value of the
total property as indicated by the Cost Approach.

Land Valuation

The most reliable procedure for estimating the land value is by the application
of the Direct Sales Comparison Approach. In estimating the value of the
subject's site, a search was conducted to find sales of similar parcels with
similar zoning and characteristics. Those sales considered to be the most
relevant indicators of the subject's land value are summarized below and
detailed on the following pages.

   =======================================================================
    Sale                                                         Price/
     No.   Date  Zoning  Size/Square Foot (Acres)     Price    Square Foot
   -----------------------------------------------------------------------
      1    07/96   B-2   196,020  (4.50)            $700,000      $3.57
   -----------------------------------------------------------------------
      2    02/96   B-2   61,512   (1.41)            $246,048      $4.00
   -----------------------------------------------------------------------
      3    08/95   B-2   78,765   (1.81)            $334,751      $4.25
   -----------------------------------------------------------------------
      4    09/93   B-2   72,245   (1.67)            $318,000      $4.27
   -----------------------------------------------------------------------
       Subject     B-2   234,353  (5.38)                         
   =======================================================================
                                                 

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                               [Graphic Omitted]


                           COMPARABLE LAND SALES MAP

                                                 
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                             COMPARABLE LAND SALE 1

PROPERTY IDENTIFICATION
Address:                            West side of Sunridge Drive, abutting 
                                    Interstate 8
Legal:                              Lot One (1), ARC Center Subdivision,
                                    according to the plat of record in the
                                    office of the County Recorded of Yuma
                                    County, Arizona in Book 11 of Plats, 
                                    page 61.
City:                               Yuma, Arizona
APN:                                109-42-087
County:                             Yuma County
Property Rights:                    Fee Simple

SALE INFORMATION
Grantor:                            ARC Center Subdivision
Grantee:                            Cracker Barrel Old Country Store, Inc.
Document Number:                    Dkt. 2120, Pg. 810
Sale Price:                         $700,000.00
Sale Terms:                         All Cash/Cash Equivalent
Sale Date:                          July 1996

SITE DESCRIPTION
Site Area:                          196,020 SF (4.50 acres)
Zoning:                             B-2, General Commercial District, City of
                                    Yuma
Utilities:                          Had to be extended
Off-Sites:                          Not in
Topography:                         Level/Slope
Location:                           West side of Sunridge Drive on the north
                                    side of Interstate 8

SALE ANALYSIS
Price Per Square Foot:              $3.57

COMMENTS             5 story height limit. 617 feet of frontage on Sunridge
                     Drive, 860 feet bordering Interstate 8 right of way. Access
                     is from highway 95 (16th Street) south on Sunridge Drive a
                     distance of about 1,000 feet. The parcel is currently being
                     developed with a Cracker Barrel Old Country Store and
                     restaurant to be followed by a Bugetel Motel.


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                             COMPARABLE LAND SALE 2

PROPERTY IDENTIFICATION

Address:                            Northeast corner of Riley Avenue and 17th
                                    Street
Legal:                              Lengthy, retained in files. A portion of
                                    NW1/4of Section 34, T.8S, R.23W, Gila and
                                    Salt River Base and Meridian, Yuma County,
                                    Arizona
City:                               Yuma, Arizona
APN:                                109-44-014A
County:                             Yuma County
Property Rights:                    Fee Simple

SALE INFORMATION
Grantor:                            Tang Enterprises, a partnership
Grantee:                            David A. Ramage
Document Number:                    Dkt. 2082 Pg. 614
Sale Price:                         $246,048.00
Sale Terms:                         All Cash/Cash Equivalent
Sale Date:                          February 1996

SITE DESCRIPTION
Site Area:                          61,512 (1.41 acres)
Zoning:                             AG (B-2 conditional Z95-36), City of Yuma
Utilities:                          All available to the site
Off-Sites:                          AC Paving
Topography:                         Generally level
Location:                           Riley Avenue, south of 16th Street 
                                    (Highway 95)

SALE ANALYSIS
Price Per Square Foot:              $4.00

COMMENTS             5 story height limit. 200 feet of frontage on Riley Avenue,
                     300 feet south of State Highway 95. Access from Riley
                     Avenue and 17th Street. A Comfort Inn is now being
                     constructed on the property.


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                             COMPARABLE LAND SALE 3

PROPERTY IDENTIFICATION
Address                             Northwest corner of Riley Avenue and 
                                    17th Street
Legal:                              The South 295 feet of the North 600 feet of
                                    the East 267 feet of the West 600 feet of
                                    the Northwest quarter of Section 34,
                                    Township 8 South, Range 23 West of the Gila
                                    and Salt River Base and Meridian, Yuma
                                    County, Arizona
City:                               Yuma, Arizona
APN:                                109-44-019B
County:                             Yuma County
Property Rights:                    Fee Simple

SALE INFORMATION
Grantor:                            Tang Enterprises, a partnership
Grantee:                            David A. Ramage
Document Number:                    Dkt. 2039 Pg. 165
Sale Price:                         $334,751.25
Sale Terms:                         All Cash/Cash Equivalent
Sale Date:                          August 1995

SITE DESCRIPTION
Site Area:                          78,765 SF (1.81 acres)
Zoning:                             B-2, General Commercial District, 
                                    City of Yuma
Utilities:                          All available to the site
Off-Sites:                          AC Paving
Topography:                         Level
Location:                           Riley Avenue, South of 16th Street

SALE ANALYSIS
Price Per Square Foot:              $4.25

COMMENTS             5 story height limit. 295 feet of frontage on Riley Avenue,
                     267 feet on 17th Street. The property has since been
                     developed with a Super 8 Motel.


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                             COMPARABLE LAND SALE 4

PROPERTY IDENTIFICATION
Address:                            Southwest corner of 16th Street and 
                                    Sunridge Drive
Legal:                              Lot B-2 of Tract "B" of Lot Split of Tract B
                                    of the ARC Center Subdivision, according to
                                    the plat of record in the office of the
                                    County Recorder of Yuma County, Arizona in
                                    Book 13 of Plats, pages 89-90
City:                               Yuma, Arizona
APN:                                109-42-089B
County:                             Yuma County
Property Rights:                    Fee Simple

SALE INFORMATION
Grantor:                            ARC Center Subdivision
Grantee:                            SMMRT, INC., an Arizona corporation
Document Number:                    Dkt. 1953 Pg. 49
Sale Price:                         $318,000.00
Sale Terms:                         All Cash/Cash Equivalent
Sale Date:                          September, 1993

SITE DESCRIPTION
Site Area:                          72,745 sf (1.67 acres)
Zoning:                             B-2, General Commercial District, 
                                    City of Yuma
Utilities:                          All available at the site
Off-Sites:                          A/C Paving
Topography:                         Level
Location:                           16th Street (Hwy 95) and Sunridge Drive

SALE ANALYSIS
Price Per Square Foot:              $4.37

COMMENTS            5 story height limit. 437 feet of frontage on 16th Street,
                    205 feet on Sunridge Drive. In close proximity to the
                    Interstate 8 and 16th Street interchange. The parcel is now
                    improved with a Day's Inn.


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Land Valuation (continued)

The comparable transactions took place between September 1993 and July 1996 and
ranged in size from 1.41 to 4.50 acres. To further refine this preliminary
range, each sale is analyzed as it compares to the subject and adjusted for
value influencing characteristics. Following is a discussion of the adjustments.

Terms of Sale:

All of the sales were cash or considered cash equivalent transactions.
Therefore, an adjustment was not warranted.

Conditions of Sale:

All of the transactions were confirmed to being at "arms length." Consequently,
an adjustment for the condition of sale was not applicable.

Market Conditions:

All of the sales, with the exception of Sale No. 4, sold in the past fifteen
months. In my discussions with realtors and property owners, the consensus was
that the land market has remained fairly stable over the past three years. Sale
4, the older sale, also sold at the highest unit value. Although the reason for
the higher unit value could be because of the location (frontage on U.S. Highway
95), it is my opinion that the market conditions do not warrant time adjustment.

Location:

All of the comparables, with the exception of Sale No. 4, were considered to
have similar locations. Comparable No. 4 is situated with frontage on "Highway
95" or 16th Street, while Sales 1, 2 and 3 are situated on secondary streets
which extend off of 16th Street. Although a quantitative adjustment cannot be
determined utilizing this small sampling of sales, it is this appraiser's
opinion that a 10% downward adjustment is appropriate for comparable 4's
superior location.

Size

Even though the market for commercial/industrial land is quite broad, smaller
parcels tend to sell for more on a per square foot basis. This is primarily due
to the fact that more buyers have the purchasing power for smaller tracts of
land and thus demand for same is greater. Comparables 3 and 4 require size
adjustments. The sales are somewhat smaller than the subject. A 5% downward
adjustment was considered realistic for these comparables' smaller size, based
in part on examination of the sales utilized in this report.

Topography

Comparable 1's topography was considered very similar to the subject's.
Comparables 2, 3 and 4 require minimal site preparation for development.
Comparing these sales to Comparable No. 1 indicated about 5% downward adjustment
was applicable. Therefore, a 5% downward adjustment was applied to Sales 2, 3
and 4.


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Land Valuation (continued)

Following is a discussion of the individual comparables.

Sale 1 -    Arc Center Subdivision to Cracker Barrel Old Country Store, Inc. in
            July, 1996 at $3.57 per square foot for 196,020 square feet, or 4.50
            acres, more or less.

This parcel is located a short distance south of the subject, along the west
side of Sunridge Drive, and abutting the Interstate 8 right of way. The parcel
was vacant at the date of sale and a Cracker Barrel Old Country Store and
Restaurant is currently being developed on the site. Also planned for this site
is a Bugetel Motel. The parcel is similar in location, overall utility, and
topography. This parcel requires no adjustment when compared to the subject
property, thus, this sale indicates a price per square foot of $3.60 for the
subject (rounded).

Sale 2 -    Tang Enterprises to David Ramage in February, 1996 at $4.00 per
            square foot for 61,512 square feet, or 1,41 acres, more or less.

This parcel is located approximately one-half mile west, southwest of the
subject on the east side of Riley Avenue, 300 feet south of 16th Street. The
parcel was vacant at the date of sale, however, construction has started on a
Comfort Inn. The parcel is similar to the subject in location, access, and
overall utility. However, a 5% downward adjustment was applicable for the
comparable's smaller size, and additional 5% downward adjustment is warranted
for topography, as this site was level and ready for development. After net
downward adjustment, this sale indicated an adjusted price per square foot of
$3.60 for the subject.

Sale 3 -    Tang Enterprises to David Ramage in August, 1995 at $4.25 per square
            foot for 78,765 square feet, or 1.81 acres, more or less.

Like Sale 2, this parcel is located about one-half mile west, southwest of the
subject, along the west side of Riley Avenue, south of 16th Street. At the date
of sale, the parcel was vacant and has since been developed with a Super 8
Motel. The parcel is very similar to the subject in location, overall utility,
and access. A 5% downward adjustment was applicable for the comparable's smaller
size and a further 5% downward adjustment was required for topography. After
these downward adjustments, this sale indicated an adjusted price per square
foot of $3.80 for the subject (rounded).

Sale 4 -    ARC Center Subdivision to SMMRT, INC. in September, 1993 at $4.37
            per square foot for 72,745 square feet, or 1.67 acres, more or less.

This sale is located about 400 feet southeast of the subject, along the south
side of 16th Street and on the west side of Sunridge Drive. The parcel was
vacant at the date of sale, however, a Day's Inn has been constructed on the
site. This parcel was considered similar to the subject in overall utility.
Downward adjustments were applicable for the comparable's superior location,
(arterial frontage), smaller size and topography. After adjustments, this sale
indicated an adjusted price per square foot of $3.50 for the subject.


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Land Valuation (continued)

                   Summary of Comparable Sales and Adjustments

             Sale No.           1           2             3            4
===============================================================================
Sale Date                    07/96        02/96         08/95        09/93
Net Square Feet             196,020      61,512        78,765        72,745
Cash Equivalent Sale        $700,000    $246,048     $334,751.25    $318,000
Price/Square Foot            $3.57        $4.00         $4.25        $4.37
Market Conditions:             0            0             0            0
Normal Price/Sq.Ft.:         $3.57        $4.00         $4.25        $4.37
Adjustments:
                 Location:     0            0             0           -10%
                     Size:     0           -5%           -5%          -5%
               Topography:     0           -5%           -5%          -5%

Net Adjustment:                0          -10%          -10%          -20%
===============================================================================
Adjusted Price/Sq. Ft.:      $3.60        $3.60         $3.80        $3.50
         (Rounded)

     - Sign indicates comparable is superior to the subject
     + Sign indicates comparable is inferior to the subject

Prior to adjustments, the comparable sales examined reflected an acceptable
range of selling prices. After making adjustments for the principal factors of
sale date, location, size, access and zoning, the sales produced a more narrow
range, from $3.50 per square foot, up to $3.80 per square foot. This is largely
due to the similarities of their locations and potential uses. Based on the
sales utilized and the narrow range of indicated values, it is my opinion that
the subject parcel, if vacant, has an estimated value of $3.75 per square foot.

Thus, the subject's total land value, as of the date of valuation, may be
calculated as follows:

            234,353 square feet @ $3.75 per s.f.       =      $878,824

                             Rounded:              $880,000
                                                   ========


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James Ratkovich & Associates, Inc.                                            63
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1550 Castle Dome Avenue, Yuma, AZ

COST APPROACH (Continued)

Reproduction Cost New

The next step in the Cost Approach is to estimate the cost new of the subject
improvements. The dimensions and characteristics of the improvements have been
identified through a field inspection and analysis. There are two forms of cost
data generally available. These are Replacement and Reproduction costs.

Replacement Cost is defined in Real Estate Terminology, Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of a building having
utility equivalent to the building being appraised but built with modern
materials and according to current standards, design and layout."

Reproduction Cost is defined in Real Estate Terminology, Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of an exact duplicate or
replica using the same materials, construction standards, design, layout, and
quality of workmanship, embodying all the deficiencies, super adequacies and
obsolescence of the subject building."

The use of the replacement cost concept presumably eliminates all functional
obsolescence, and the only depreciation to be measured is physical deterioration
and external obsolescence. In this appraisal, the Marshall Valuation Service, a
nationally recognized cost service, as well as consultation with local
contractors, has been used to derive the estimate of the replacement cost. The
publishers of this manual consider the estimates to be replacement costs, but
when the cost model closely conforms in construction materials and methods to
the subject, these costs can be considered as reproduction costs.

Since the cost estimate is applied to the gross area of the subject property,
the deficiencies and other adequacies of the subject are embodied in the cost
estimate and are dealt with in the depreciation estimate. The cost utilized in
this analysis is therefore considered to represent Reproduction Costs.

This estimate is set forth on the Development Proforma located at the end of
this approach. These costs include hard costs for construction, soft costs for
architectural and engineering, soil, legal, supervision, fees and related costs;
Financing costs; leasing commissions; and rent loss during absorption.
Developers profit is added at 18 percent to account for the high level of risk
and skill required to develop hotel property.

The hard construction cost for the improvements is estimated at $67.22 per
square foot. Soft costs are estimated at 8 percent for design, architectural and
engineering; 3 percent for development overhead, and 25 percent of annual income
is estimated for opening expenses and income loss during stabilization.


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James Ratkovich & Associates, Inc.                                            64
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

COST APPROACH (continued)

Furniture, Fixtures & Equipment

The guest rooms are furnished with typical modern furnishings which include
either a single king-sized bed, two or three queen beds, side tables, desk,
dresser, chairs, table, draperies, night stands, color television with remote,
lamps, couch, clock radio and telephones. Most rooms have a small refrigerator,
microwave and hair dryer. There are some kitchenette units. FF&E includes all
the furnishings, linens and supplies, cleaning and house keeping equipment,
business office and front desk equipment, furnishings and related personal
items. We have estimated these personal property items at a depreciated
replacement value of $3,500 per room, or $469,000.

Accrued Depreciation

Accrued depreciation is the difference between the reproduction cost of the
improvements and the market value of the improvements on the date of valuation.
Depreciation is characterized by three categories: physical, functional and
external.

Physical depreciation is evidenced by wear and tear of the structure. Functional
obsolescence is also caused by internal characteristics such as a poor floor
plan, inadequate mechanical equipment or functional inadequacy or over adequacy
due to size or other characteristics. External or economic obsolescence is
caused by conditions external to the property, such as a lack of economic demand
or changing property uses in the area, or general national or regional economic
conditions.

To establish the appropriate depreciation to be applied to the subject, the
Marshall Valuation Service has been consulted. This service collates by type of
construction and usage actual case studies of properties to produce market
derived depreciation and remaining life estimates. These studies resulted in
mathematical curves from which the depreciation for any initial life expectancy
can be computed. An additional method of estimating physical depreciation is the
Age/Life Method. This is a method of estimating incurable physical deterioration
as a percentage applied to current replacement or reproduction cost new of the
improvements. The percentage reflects the ratio of estimated effective age to
typical anticipated economic life.

The depreciation estimate for the subject property is based an effective age at
7 years and an expected life of 50 years for the improvements indicating a
depreciation estimate of 14 percent.

Located on the following page is a summary of the replacement cost new,
including depreciation and land value indication. It indicates an As Is value of
subject property, as follows:

                                   $9,770,000
                                   ==========


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James Ratkovich & Associates, Inc.                                            65
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                             Replacement Cost Study

<TABLE>
<CAPTION>
==========================================================================================================
  Development Proforma
  Shilo Inn, Yuma, AZ
- ----------------------------------------------------------------------------------------------------------
  MVS: Sec. 11, P 17, Class  D, Good  Current X  Local X  Adj $/sf
  -------------------------  -------  ---------  -------  --------
<S>                          <C>         <C>       <C>      <C>   
   Base Cost:                $69.30      1.00      0.97     $67.22

<CAPTION>
   Hard Costs                        Measure            $/Measure                     Cost           $/SF
   ----------                        -------            ---------                     ----           ----
<S>                                  <C>          <C>     <C>          <C>          <C>            <C>
   Building                          95,672 SF            $67.22       $6,431,168
   Yard Improvements                                                   $  350,000
                                                                       ----------
  Total Hard Costs                                                                  $6,781,168     $70.88

  Soft Costs
  ----------
  Architectural & Engineering                     8.00%                 $542,500
  Development Overhead                            3.00%                  203,400
  Stabilization & Opening Expenses 25% of annual income                  570,956

  Total Soft Costs                                                                  $1,316,856     $13.76
                                                                                    ----------               

  Total Improvement Costs                                                           $8,098,024     $84.64

  Entrepreneurial Profit             18.00%                                         $1,457,644     $15.24
                                                                                    ----------     ------

  Total                                                                             $9,555,668     $99.88
  Depreciation Adjustment            Age/Life             % Dep.       $ Dep.         
  -----------------------                            
  Physical                           7/50                 14.00%      $1,133,723
                                                                              
  Total Depreciation                                                                $1,133,723     $11.85
                                                                                    ----------     ------ 
  Project Costs (Depreciated Replacement Cost)                                      $8,421,945     $88.03

  Depreciated Furniture Fixtures & Equipm         134 Units @              $3,500     $469,000

<CAPTION>
  Land Valuation                         Acres         SF    $/SF      Land Value        Total
  --------------                         -----         --    ----      ----------        -----
<S>                                       <C>     <C>       <C>          <C>      <C>
  Site Value in Fee                       5.38    234,353   $3.75        $878,824

  Site Value                              5.38    234,353   $3.76                   $880,000
- ----------------------------------------------------------------------------------------------------------
Indicated Value                                                                   $9,770,945

  Rounded                                                                         $9,770,000
                                                                                  ==========
===========================================================================================================
</TABLE>


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James Ratkovich & Associates, Inc.                                            66
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                           DIRECT COMPARISON APPROACH

The Direct Comparison Approach attempts to estimate the value of the subject
property by comparing sales of similar properties within the market area of the
subject. These sales are inspected, verified as to price, terms and conditions
of the property at the date of sale, location, and income characteristics of the
property. The data are then analyzed and compared to the subject property. The
units of comparison considered significant in determining the subject's market
value are the sale price per square foot and price per unit. In addition, a
Gross Room Revenue Multiplier is derived for use as an additional measure of
value for this approach. The overall rate is also abstracted from the market
data for use in the Income Approach.

A search of the subject's regional market area was conducted to find sales of
generally comparable hotel facilities that have occurred in the recent past. A
summary of the sales that were considered most relevant for this analysis are
summarized on the following page.


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James Ratkovich & Associates, Inc.                                            67
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                        REGIONAL SUMMARY OF HOTEL SALES

<TABLE>
<CAPTION>
====================================================================================================================================
                                     Date of  Year   Building  Land   Land/Bldg   No of    Gross.      Sale       Price/   Price/   
   No.     LOCATION                    Sale   Built   Area     Area     Ratio     Units   Area/Rm.     Price      Sq. Ft.  Unit     
====================================================================================================================================
<C>     <S>                           <C>     <C>     <C>      <C>     <C>         <C>     <C>      <C>           <C>      <C>      
    1   Comfort Inn                   May-95  1990    30,740   76,405  2.49 :1     58      530      $2,800,000    $91.09   $48,276  
        13207 NE 20th Avenue                          Est                                                                           
        Vancouver, WA                                                                                                               
                                                                                                                                    
                                                                                                                                    
    2   Comfort Inn                   Jun-96  1992    34,000   66,646  1.96 :1     64      531      $2,600,000    $76.47   $40,625  
        8855 SW Citizens Drive                                                                                                      
        Wilsonville OR                                                                                                              
                                                                                                                                    
    3   Embassy Suites                Feb-95  1988    71,664  126,574  1.77 :1    102      703      $8,000,000   $111.63   $78,431  
        706 South Milton Road                                                                                                       
        Flagstaff, AZ                                                                                                               
                                                                                                                                    
    4   Fountain Suites Hotel         Aug-96  1986   248,038  664,987  2.68 :1    314      790     $24,250,000    $97.77   $77,229  
        2577 W. Greenway Road                                                                                                       
        Phoenix, AZ                                                                                                                 
                                                                                                                                    
    5   West Coast Gateway Hotel      Mar-96  1990    59,074   71,165  1.20 :1    145      407     $11,218,164   $189.90   $77,367  
        18415 Pacific Highway South                                                                                                 
        Seattle, WA                                                                                                                 
                                                                                                                                    
    6   Best Westem Hotel             Mar-95  1986    91,618  262,749  2.87 :1    147      623      $5,500,000    $60.03   $37,415  
        15901 W. Valley Highway                                                                                                     
        Tukwilla WA                                                                                                                 
                                                                                                                                    
        Unadjusted Range:                    $60.03    to     $189,90 /Sq.Ft.                                                       
                                            $37,415    to     $78,431 /Unit                                                         
                                                                                                                                    
                                            Mean:   $104.48 / Sq Ft         $59,891 / Unit                                          
</TABLE>

================================================================================
                                        Comment                                 
   No.     LOCATION                                                             
================================================================================
    1   Comfort Inn                  Occupancy reported at 70 percent           
        13207 NE 20th Avenue         ADR @ $46.00. No food and beverage         
        Vancouver, WA                One meeting room, spa, pool, excercise     
                                     Located near new mall.
                                                                                
    2   Comfort Inn                  Two-story wood frame motel located         
        8855 SW Citizens Drive       in suburban location.                      
        Wilsonville OR                                                          
                                                                                
    3   Embassy Suites               Three-story all suite hotel of masonry     
        706 South Milton Road        construction. ADR in low $80 range.        
        Flagstaff, AZ                0cc. reported to be high 70's, low 80%.    
                                                                                
    4   Fountain Suites Hotel        Located near Black Canyon Freeway          
        2577 W. Greenway Road        Large complex with 13 two and three-       
        Phoenix, AZ                  story concrete and steel frame buildings   
                                                                                
    5   West Coast Gateway Hotel     SeaTac Airport location.                   
        18415 Pacific Highway South  All cash sale.                             
        Seattle, WA                                                             
                                                                                
    6   Best Westem Hotel            Three story wood frame structure           
        15901 W. Valley Highway      includes restaurant, spa, excercise        
        Tukwilla WA                  room and outdoor pool.
                                                                                
        Unadjusted Range:                                                       


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James Ratkovich & Associates, Inc.                                            68
                                                                                
<PAGE>                                                                          
                                                                                
1550 Castle Dome Avenue, Yuma, AZ                                               
                                                                                
                                    Sales Map                                   
                                                                                
                                                                                
                               [Graphic Omitted]                                
                                                                                
                                                                                
- ----------------------------------                                              
James Ratkovich & Associates, Inc.                                            69
                                                                                
<PAGE>                                                                          
                                                                                
1550 Castle Dome Avenue, Yuma, AZ                                               
                                                                                
                              COMPARABLE SALE NO. 1                             
                                                                                
                                                                                
                               [Graphic Omitted]                                
                                                                                
                                                                                
ADDRESS:            Comfort Inn            GRANTOR:          Ray Patel, et al.  
                    13207 NE 20th Avenue   GRANTEE:          Shree Ram LLC      
DESCRIPTION:        Two-story wood frame   DOCUMENT #:       Na
                    and stucco limited     MARKET TIME:      Na
                    service hotel          NUMBER OF UNITS:  58
YEAR BUILT:         1990                   SALE PRICE:       $2,800,000
LOT SIZE:           76,405 S.F.            SALE DATE:        June 5, 1995
CONDITION:          Average/Good           TERMS:     $350,000 down
QUALITY:            Average                           seller wrapped existing 
                                                      $1.45M 1st TD with, 
                                                      due in 10 years

BUILDING AREA:      30,740 S.F.            GROSS INCOME:     $685,540
LAND:BLDG RATIO:    2.49:1                 NET INCOME:       $288,000
PRICE/S.F.:         $91.09                 OVERALL RATE      10.29%
PRICE/UNIT:         $48,276                GRM:              4.08
FF&E:               $140,000

COMMENTS: This property is located at the Vancouver Mall north of Portland
Airport in a newly developing area. It is a newer property in good condition but
round about access. 1994 ADR reported at $46.00 and Occupancy at 70%.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            70
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                              COMPARABLE SALE NO. 2


                               [Graphic Omitted]


ADDRESS:            Comfort Inn             GRANTOR:       Mahalaxmi Inc.
                    8855 SW Citizens Drive  GRANTEE:       Ganesh Enterprises
                    Wilsonville, OR                       
DESCRIPTION:        Two-story wood          DOCUMENT #:    9603044444
                    frame limited service   MARKET TIME:   Na
                    hotel                                 
NUMBER OF UNITS:    64                                    
YEAR BUILT:         1992                    SALE PRICE:    $2,600,000
LOT SIZE:           66,646 S.F.             SALE DATE:     June 19, 1996
CONDITION:          Average/Good            TERMS:         $800,000 down
QUALITY:            Average                                $1,8M 1st Td 
                                                            Commercial Bank
BUILDING AREA:      34,000 S.F.             GROSS INCOME:           $804,825
LAND:BLDG. RATIO:   1.96:1                  NET INCOME:             $310,628
PRICE/S.F.:         $76.47                  OVERALL RATE            11.95%
PRICE/UNIT:         $40,625                 GRM:                    3.23
FF&E:               $160,000 Est.                        
                                           
COMMENTS: This suburban property is located near Highway 5 and is a newer
property with good exposure but less than direct access.


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James Ratkovich & Associates, Inc.                                            71
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                              COMPARABLE SALE NO. 3


                            Photograph Not Available


ADDRESS:            Embassy Suites         GRANTOR:      Suites Partners
                    706 S. Milton Road     GRANTEE:      Felcor Suites Partners
                    Flagstaff, Arizona
DESCRIPTION:        Three-story complex    DOCUMENT #:      1746-694
                    all suite hotel        MARKET TIME:     Na
                    formerly Quality Inn   NUMBER OF UNITS: 102
YEAR BUILT:         1988                   SALE PRICE:      $8,000,000
LOT SIZE:           126,574 S.F.           SALE DATE:       February 17, 1995
CONDITION:          Good                   TERMS:        All cash to seller
QUALITY:            Good
BUILDING AREA:      71,664 S.F.            GROSS INCOME:          $1,900,000
LAND:BLDG RATIO:    1.77:1                 NET INCOME:            $690,400
PRICE/S.F.:         $111.63                OVERALL RATE           8.63%
PRICE/UNIT:         $78,431                GRM:                   4.21

COMMENTS: This is an all suite two room design hotel with courtyard. It has a
cocktail lounge, breakfast area, outdoor pool, spa. Good appeal.


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James Ratkovich & Associates, Inc.                                            72
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                              COMPARABLE SALE NO. 4


                            Photograph Not Available


ADDRESS:         Fountain Suites Hotel         GRANTOR:      FSH Investments
                 2577 W. Greenway Road         GRANTEE:      Interstone Partners
                 Phoenix, AZ                   
DESCRIPTION:     7 three-story & 6 two-story   DOCUMENT #:   616179
                 concrete and steel frame      MARKET TIME:  Na
                 complex with good landscaping 
NUMBER OF UNITS: 314                           
YEAR BUILT:      1986                          SALE PRICE:   $24,250,000
LOT SIZE:        664,987 S.F.                  SALE DATE:    August 29, 1996
CONDITION:       Average/Good                  TERMS:        All cash
QUALITY:         Average/Good                  
BUILDING AREA:   248,038 S.F.                  GROSS INCOME:          Na
LAND:BLDG RATIO: 2.68:1                        NET INCOME:            Na
PRICE/S.F.:      $97.77                        OVERALL RATE           Na
PRICE/UNIT:      $77,229                       GRM:                   Na
                                                
COMMENTS: This suburban property is located just east of the Black Canyon
Freeway at Greenway Road in north section of Phoenix. No operating statistics or
income data available.


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James Ratkovich & Associates, Inc.                                            73
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                              COMPARABLE SALE NO. 5


                               [Graphic Omitted]


ADDRESS:          Westcoast Gateway Hotel          GRANTOR:  Gateway Hotel LP
                  18415 S. Pacific Highway         GRANTEE: Patriot American 
                  Sea-Tac, WA                               Hospitality
DESCRIPTION:      Six-Story, good quality Class    DOCUMENT #:  7110-407
                  B hotel w/ restaurant, lounge    MKTG.TIME::  N/A
                  Pool and spa amenities.          ROOM CT.:    145
YEAR BUILT:       1990                             SALE PRICE:  $ 11,218,164
LOT SIZE:         71,165 SF (1.63 Acre)            SALE DATE:   March, 1996
CONDITION:        Good                             TERMS:       Cash Equivalent
QUALITY:          Average-Good                     CLASS:       Limited service,
BUILDING AREA:    59,074 SF                                     upper tier
LAND:BLDG RATIO:  1.20:1                           GROSS INCOME:          N/A 
PRICE/SF:         $189.90                          NET INCOME:            N/A 
PRICE/UNIT:       $77,367                          OVERALL RATE           N/A 
                                                   GRM:                   N/A  
                                                   
COMMENTS: This property is located adjacent to the Sea-Tac International
Airport. It has one of the best proximity of the hotels along Pacific Highway.
Constructed of good quality Class B materials. Part of a five property portfolio
sale which included 3 Seattle properties, 1 in Wenatchee, and 1 in California.
Unable to obtain operating data to extract OAR, or revenue/expense ratios.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            74
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                              COMPARABLE SALE NO. 6


                               [Graphic omitted]


ADDRESS:          Best Western Southcenter   GRANTOR:      United States 
                  15901 W. Valley Highway                  National Bank
                  Tukwilla, WA               GRANTEE:      Wen & Liu 
DESCRIPTION:      Three-story and one-story  DOCUMENT #:   95-3311394
                  wood frame structures,     MKTG.TIME::   N/A
                  restaurant, pool & spa     No Of Units:  147
YEAR BUILT:       1986                       SALE PRICE:   $5,500,000
LOT SIZE:         262,749 S.F.               SALE DATE:    March 31, 1995
CONDITION:        Average                    TERMS:        Cash Equivalent
QUALITY:          Average
BUILDING AREA:    91,618 S.F.                GROSS INCOME:          N/A
LAND:BLDG RATIO:  2.87 :1                    NET INCOME:            N/A
PRICE/SF:         $60.03                     OVERALL RATE           N/A
PRICE/UNIT:       $37,415                    GRM:                   N/A
                                          
COMMENTS: This property is regarded as the limited service hotel facility in the
Seattle-Tacoma market area. Located near Freeway across the street from newer
Embassy Suites and north of Residence Inn Hotel in a suburban location. Unable
to obtain operating data to extract OAR, or revenue/expense ratios.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            75
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

DIRECT COMPARISON APPROACH (Continued)

To compare the relevant sales to the subject property, consideration has been
given to such factors as financing, market conditions, conditions of sale and
physical and economic characteristics such as location, quality of the
improvements, age and condition of the improvements, overall size and property
operation levels.

Property Rights Conveyed

This adjustment considers the differences in legal status (interest) between the
subject property and the comparable sales. Specific interests convey different
types of rights in a property that affect value. Property rights can be defined
as fee simple, leased fee and leasehold interests. All the sales used were fee
simple estates and no property rights adjustments are necessary.

Financing Adjustment

Typical income producing property sales transactions involve some combination of
mortgage financing and cash (or equity) transfer. Knowledgeable investors are
aware that the use of mortgage financing will have an effect on the yield to
equity funds. The careful structuring of the mortgage and equity components of a
transaction may produce higher returns to the equity position than the overall
return to the property (positive leverage). This process can work in the
opposite direction when the rate paid for mortgage funds exceeds the overall
rate produced by the property (negative leverage). When the terms of the sale
are atypical, the result may be a price that is higher or lower than that of a
normal market transaction. In this analysis, it is assumed that the subject is
expected to sell for cash or with the prevalent institutional financing terms
available.

The comparable sales have been reviewed in reference to their financing and
typically involved normal or large down payments with the balance typically
financed by the seller or major lending institutions at prevailing long term
rates. No secondary financing was of any particular advantage and was not
considered to affect the sale prices. Based on an analysis of the financing
terms of the comparable sales, no adjustments were required and the sales are
all cash equivalent.

Conditions of Sale

The comparables were reviewed for their conditions of sale surrounding the
transactions. Sale 5 sold to the same buyer as part of a 5 property portfolio
sale. However, the prices were established for each of the sale properties
separately and no adjustment is necessary. The other sales are not considered to
require any conditions of sale adjustments since the sales prices were all based
on market value with no unusual conditions surrounding the transactions.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            76
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

DIRECT COMPARISON APPROACH (Continued)

Market Conditions

The next adjustment to the comparables is to determine any change in value
associated with the passage of time. Due to changes in market conditions between
the date of sale and the date of valuation, an adjustment must be made to
compare the comparable sale to the subject. Changes in the market conditions
often result from various causes such as inflation, deflation, changing demand
or supply and changes in the general economy. It is noted that the adjustment is
not for the passage of time itself, but for the changes in market conditions
that have occurred over the time period in question. The best indication of
value change over time is the sale and resale of the same property. The sales
used occurred between early 1995 and late 1996, under similar market conditions
as exist for the subject valuation. No market conditions adjustments are
warranted.

Locational, Quality, Age and Condition and General Adjustments

The sales used indicate a range between $60.32 to $189.90 per square foot. They
range between $37,415 to $78,431 per unit. The sales occurred between February
1995 and August 1996 and are the best available sales comparables for use in
comparison to the subject property due to their generally similar physical and
economic characteristics.

It is noted here that we reviewed several motel/hotel sales in the local market
area which occurred in the past two years and found most to have sold at prices
below the low end of the above range. Many of those properties are locally
oriented, poorly performing properties which did not represent viable investment
alternatives to the subject and thus they were not included in our analysis. We
had to broaden our search to a regional market since we considered the subject
property to have a regional investment and market appeal. While the sales used
are not direct comparables to the subject property, generally being in urban
locations and larger market areas, they are the best indicators of the subject's
value due to its economic and market characteristics which are more similar to
the sales used than to local sales, and due to its regional identity as part of
the regional chain with a good reputation and an established guest following.

Since the validity test for all adjustments in the sales comparison approach is
what the market reaction to differences will be, we conclude that the market's
reaction to one property over another is ultimately reflected in its stabilized
operating performance. Market preferences for dozens of amenities and
characteristics including neighborhood/location, pool/spa's, exercise rooms,
restaurants, shuttle services, continental breakfasts, free movie channels etc.
are all expressed in the economic productivity of the going concern. The better
the amenity mix the more the property generates. Conversely, if the operations
and facilities fail to meet local standards and customer preferences, this will
be reflected in a lower economic performance.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            77
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

DIRECT COMPARISON APPROACH (Continued)

Therefore, individual adjustments for property characteristics are not even
attempted here. Developing statistical correlation to determine the relative
contribution to total property value of various amenities or locational
characteristics would become absurdly complex. Instead we focus on the range of
values indicated on a per unit basis and on the value indicators that indicate
economic productivity and return potential. These are the gross revenue
multiplier (GRM) and the overall capitalization rate (OAR).

Gross Revenue Multipliers

We were careful to select our primary comparable sales from within the general
region of the subject property where similar economies and social factors impact
value. However when we attempted to verify income and operating expense
information for the sales referenced herein we were only able to confirm data
for two of the six sales profiled here. This is simply too small a sampling to
develop reliable GRM and OAR indicators for estimating values through the Sales
Comparison Approach. Therefore we have summarized these sales together with four
other supplementary sales for which income/expense data and GRM/OAR indicators
could be extracted and verified. These sales are summarized on the table on the
following page.

These sales represent a broader cross-section of hotel properties encompassing
limited and full service properties, and include some middle and upper tier
market operations. The subject is newly renovated and has meeting and banquet
facilities for 450 people. It is the leader in its competitive market area and
has had stable gross revenues despite having a renovation in progress during
1996. Operations should continue to improve in the foreseeable future. The GRM
value indicators for the subject property are best indicated by an overall range
of the sales. We estimate the subject to have a GRM between 3.4 and 3.6. We have
estimated a GRM of 3.5 as applicable to the subject property which indicates a
value of:

                        $2,283,825 GRM x 3.5 =  $7,993,388

                        Rounded                 $7,995,000

Value Per Unit

Recognizing that these indicators yield somewhat divergent values, we must point
out that without a highly detailed, multi-factorial quantitative adjustment
process, the sales comparison approach is going to yield the most divergent
array of value indicators of the three approaches. Attempting to apply
"reasonable" adjustments injects so much subjectivity into the analyses that we
conclude the principal benefits of the direct sales comparison approach are
diagnostic rather than projective. They may reveal operating, economic and
functional anomalies of the subject property but in the end prove marginal at
actually predicting value.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            78
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                            SUPPLEMENTAL HOTEL SALES

<TABLE>
<CAPTION>
====================================================================================================================================
                          Date of   Year     Building   No of     Gross                   Sale      Price/     Price/
No.    LOCATION             Sale    Built      Area     Units    Revenue       NOI        Price      Sq. Ft.    Unit    GRM    OAR
====================================================================================================================================
<S> <C>                    <C>      <C>        <C>        <C>    <C>         <C>        <C>           <C>      <C>      <C>   <C>   
1   Comfort Inn            May-95   1990       30,740     58     $685,540    $288,000   $2,800,000    $91.09   $48,276  4.08  10.29%
    13207 NE 20th Avenue                                                                                                     
    Vancouver, WA                                                                                                            
                                                                                                                             
2   Capital Inn/Days Inn   Jan-95   1990       29,949     81     $778,745    $373,765   $3,320,000   $110.86   $40,988  4.26  11.26%
    120 College Street                                                                                                       
    Lacey WA                                                                                                                 
                                                                                                                             
3   Quality Inn            Oct-95   1977/86    29,200     73     $685,200    $293,760   $2,625,000    $89.90   $35,959  3.83  11.19%
    1545 NE Bumside                                                                                                          
    Greshan, OR                                                                                                              
                                                                                                                             
4   Embassy Suites         Feb-95   1988       71,664    102   $1,900,000    $690,400   $8,000,000   $111.63   $78,431  4.21   8.63%
    706 S. Milton Road                                                                                                       
    Flagstaff, AZ                                                                                                            
                                                                                                                             
5   Ameritel Inn           Jun-96   1991       48,966     94   $1,652,218    $823,838   $6,110,000   $124.78   $65,000  3.70  13.48%
    Confidential                                                                                                             
                                                                                                                             
6   Bellevue Hilton        Aug-95   1979      122,369    180   $3,945,000  $1,107,000  $12,300,000   $100.52   $68,333  3.12   9.00%
    100 112th Street NE                                                                                                      
    Bellevue WA                                                                                                               
                                    Mean:                                                            $104.79   $56,165  3.87  10.64%

    Unadjusted Ranges:     $89.90   to   $124.78 /Sq.Ft.                                                                    
                          $35,959   to   $78,431 /Unit
                             3.12   to      4.26 GRM
                            8.63%   to    13.48% OAR
</TABLE>


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James Ratkovich & Associates, Inc.                                            79
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

DIRECT COMPARISON APPROACH (Continued)

The primary sales comparables most similar to the subject in market appeal,
size, type of operation and age are Sales Nos. 1, 3, and 4. These sales suggest
values in the $50,000 to $70,000 per unit range. Sales 3 and 4 are located in
Arizona, but in superior market areas and the subject should be at a lower price
per room. The subject is newly renovated and has meeting and banquet facilities.
Given the recent renovation, all-suites design and conference center and
improving economic performance of the subject, we conclude that the subject is
at the middle of the range indicated by these sales. Therefore, we conclude on a
value of $65,000 per room or:

                    134 Units @ $65,000 per Unit = $8,710,000

                              Conclude @ $8,710,000

Correlation of Value

The two units of comparison applied indicate a range of value for the subject
property between $7,995,000 and $8,710,000. We have selected a value indication
at the middle of the two indications, as follows:

                     Conclude                   $8,350,000
                                                ==========


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James Ratkovich & Associates, Inc.                                            80
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                                 INCOME APPROACH

The Income Approach is premised upon the principle of anticipation which holds
that value is determined by the present worth of the anticipated future
benefits. These benefits in the case of an income producing property are the net
cash flows, the reversion at the end of the holding period, and the inherent tax
benefits afforded an owner of income property.

In this approach, the value is estimated by the capitalization of the expected
future net income. Capitalization is the process of converting an income stream
into a single capital value. This is the amount that a prudent, typical informed
purchaser would pay as of the valuation date for the right to receive the
forecast net income over the specific period.

In order to make relatively accurate income and expense projections for the
subject property, we have relied on the subject's actual operating history for
the past three years, plus the trailing 12 months ended August 1996. We also
relied on market conditions, lodging industry reports and our survey of lodging
competition in the subject's area. We also analyzed local industry trends from
Star Reports as prepared by Smith Travel Research.

As a part of our analysis to develop the potential gross income of the subject,
the appraiser has conducted a survey of hotel facilities considered to be
competitive with the subject property. The survey focused on hotels which are
considered to be primary competition to the subject. These hotels are summarized
on the following page.


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James Ratkovich & Associates, Inc.                                            81
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                          SUMMARY OF COMPETITIVE HOTELS

<TABLE>
<CAPTION>
No.  Name                     No. Rooms         Rack Rates                 Amenities
=============================================================================================
<S>  <C>                         <C>     <C>                           <C>               
 1   Best Western Inn Suites     166     $59.00 - Studio               Heated
                                         $69.00 - Suites               Pool/Jacuzzi
                                                                       Exercise Room
                                                                       Guest Laundry,
                                                                       Tennis Courts,
                                                                       Cable TV-HBO
                                                                       PJ's Cafe
 2   LaFuente Inn                 96     $60.00 - Single Q or K        Cable TV-HBO
                                         $66.00 - Double Queen         Refrigerator/Microwave
                                         $70.00 - Suite                Continental Breakfast 
                                                                       Game Room
                                                                       Pool/Jacuzzi
                                                                       Laundry Facilities
 3   Super 8                      82     $49.88 - Single Q or K        Pool/Spa
                                                                       Cable TV-HBO
                                         $54.88 - Double Q  or K       Guest Laundry
                                         $57.88 - 3 persons            
                                         $60.88 - 4 persons            
 4   Day's Inn                    65     $54.95 - Queen                Pool/Spa
                                         $599.95 - King                Continental Breakfast
                                         $64.95 - Double Queen         Cable TV-HBO
                                         $99.95 - King-Jacuzzi         Access to Microwave/
                                         (Corporate Rate $5-$10 Less)  Refrigerator
                                         
 5   Radisson                    164     $99.00 King                   All 2-room suites
                                         $99.00 Double Queen           Pool, Spa
                                         (Corporate Rate $79.00)       Cable TV-HBO
                                                                       Continental Breakfast
                                                                       Free Happy Hour
                                                                       (5-7pm) 
                                                                       Banquet Facilities for 
                                                                       105 people @ $325/nite.
 6   Comfort Inn                  N/A                                  Under construction -
                                                                       completed late 1996, 
                                                                       managed by Super 8
</TABLE>
                                                                       

- ---------------------------------
James Ratkovich & Associates, Inc.                                            82
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                             COMPETITIVE HOTEL NO. 1


                               [Graphic Omitted]


                             COMPETITIVE HOTEL NO. 2


                               [Graphic Omitted]


- ----------------------------------
James Ratkovich & Associates, Inc.                                            83
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                               [Graphic Omitted]


                                  LOCATION MAP
                              COMPETING PROPERTIES


                                                                             83A
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                             COMPETITIVE HOTEL NO. 3


                               [Graphic Omitted]


                             COMPETITIVE HOTEL NO. 4


                               [Graphic Omitted]


- ----------------------------------
James Ratkovich & Associates, Inc.                                            84
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                             COMPETITIVE HOTEL NO. 5


                               [Graphic Omitted]


                             COMPETITIVE HOTEL NO. 6


                               [Graphic Omitted]


- ----------------------------------
James Ratkovich & Associates, Inc.                                            85
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

LOCAL MARKET OVERVIEW

The subject property is a commercially oriented, mid-priced lodging facility
located in the eastern end of Yuma along Interstate 8 at US Highway 95 (16th
Street). The subject has good exposure and access from Interstate 8. The primary
business arterial in Yuma is 4th Avenue (Business 8) is located less than half a
mile to the west of Interstate 8. In the immediate area of the subject property
are located competitive comparables 1, 2 and 4, which are the Best Western Inn
Suites, the La Fuente Inn and Day's Inn, respectively. A Motel 6 facility is
located in the immediate area but it is not considered to be in the same
competitive market sector as the subject and was not included.

The Best Western Inn Suites is a 166 unit facility that is located directly
north of the subject property and is modern in design and among the largest
lodging facilities in Yuma. The property is oriented towards both commercial and
tourist demand and has mostly two-room suites which are offered at seasonal
rates ranging from $59 per night off season to $99 per night in high season for
one person occupancy. Extra person occupancy is $5 extra. The hotel has no
restaurant but offers complimentary Continental breakfast. It has good
recreational facilities including pool, tennis courts, exercise room and HBO as
well as a large meeting room. The property has good appeal and provides the
subject with its primary competition. It's occupancy is estimated in the mid 50
percent range.

The La Fuente Inn is a former Travelodge facility, now operated independently,
which is located just south of the subject property. This property contains 96
units and opened in 1988. It offers standard rooms and suites at rack prices
ranging from $60 to $70 per night. Recreational facilities include pool, spa and
fitness center. Complimentary Continental breakfast is provided. This facility
is commercial and government demand, particularly those doing business at the
Marine Corps Air Base, located south of the subject area. Occupancy is estimated
at the 55 to 60 percent range.

The Days Inn motel is located adjacent to the La Fuente Inn and it is a newer
facility with limited service accommodation that contains 65 units . The
property is of average appeal and has a pool, spa HBO and complimentary
Continental Breakfast. It's rates range from $54.95 to $64.95 per night for
single occupancy for typical rooms and charges $5 extra per person. The property
is both tourist and commercial demand oriented although it is less appealing
than the subject and the other two properties cited above. Occupancy is
estimated to be in low to middle 50 percent range.

The other three competitive properties are a Super 8 with 82 units located west
of the freeway, a Radisson Inn with 164 all suite units located on 4th Avenue at
26th Street and a Comfort Inn under construction adjacent to the Days Inn. These
properties range in rack rates between $49.99 and $99.00 per night. They are
secondary competitors in comparison to the subject and the three properties
presented, with the Super 8 being inferior in quality, appeal and market tier.
The Radisson Inn appeals to a different market segment and is not freeway
oriented. The Comfort Inn will likely appeal to the low end of the subject's
demand sector.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            86
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

LOCAL MARKET OVERVIEW

The subject property is an attractive facility and is among the top of it's
competitors in appeal, access and exposure and price level. The market demand is
segmented into three primary sectors, commercial demand, tourist and government.
The subject appeal to all three sectors, given its newer age, good condition,
appeal and exposure. The subject also has a large conference center and
restaurant and is moderately priced relative to it's competition and the level
of service it provides. The subject property is estimated to represent
approximately 15% of the identified competitive room supply and is forecast to
capture a higher than average market penetration into the existing demand in
Yuma. The subject property has experience increased competition in the past four
years which has resulted in a drop in its occupancy from 63 percent in 1993 to
between 53 and 56 percent in 1994 through 1996.

According to PKF room supply from 720,000 room sin 1993 to 774,000 in 1996 while
room demand declined from 489,000 rooms per year in 1993 to 375,000 estimated
for 1996. However, current economic growth and development trends are positive
and demand is increasing and occupancies should return to 1993 levels soon.
According to our investigations, there are no immediate plans for more additions
to supply, given the more than adequate amount of available room supply in Yuma.
Therefore, based upon the location, management, current room rates and
competition, it is estimated that the subject property will maintain its current
market share, with occupancies ranging in the high 58% to 60% range.

The followings a six year retrospective of the average occupancy statistics for
the industry (years 1990-1993) and occupancy for the months of August in years
1995 and 1996.

                                Average Occupancy

            Calendar Year   Average Occupancy   % Change Prior Year
                 1990            69.00%                0.19%
                 1991            63.00%                -8.7%
                 1992            60.00%                -4.8%
                 1993            68.00%                0.133
            1995 (Annual)        53.28%               -21.65%
            1996 (Annual)        48.30%               -9.35%

This table reveals how average occupancy initially declined, then increased,
then declined again. Overall, current occupancy is somewhat lower than occupancy
in 1992. Several factors potentially affecting occupancy levels in the future
include the opening of the Bugetel and Comfort Inn currently under construction
to the south of 16th Street and the recent opening of the Super 8 property in
Yuma. Furthermore, traffic counts have been decreasing slightly on Interstate 8,
somewhat reducing the number of potential travel related guests to the Yuma
area. We anticipate average occupancies to continue running in the 50% to 60%
range observed during most of the last six years. Aggressive marketing to new
businesses locating in the community could yield measurable increases in average
occupancies, helping to offset those factors contributing to the recent decline.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            87
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

LOCAL MARKET OVERVIEW

Conclusions

Data compiled by Norton Consulting and PKF Consulting reveals the historical
strength and growth potential of the Yuma and Arizona market areas. Historic
growth in aggregated revenue and average daily rate (ADR) is tempered by
declines in each between 1992 and 1995. Although we hesitate to draw definitive
conclusions from the early 1996 data, it appears that the Yuma market is once
again entering a period of growth in revenue, though competition is increasing
and room demand and occupancy is somewhat lower. Nevertheless positive current
and future development trends, and business growth trends in the region and in
Yuma specifically, all suggest positive growth for the near to intermediate term
(2- 5 years).


- ----------------------------------
James Ratkovich & Associates, Inc.                                            88
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                    SHILO INN
- -----------------------------                                                                                                       
 # of Rooms           134                                        1550 S. Castle Dome Road                                           
- -----------------------------                                    Yuma, AZ                                                           
- -----------------------------                     ------------------------------------------------------------                      
 Building Area     78,292 sf                      RECONSTRUCTED HISTORICAL OPERATING DATA
                                                                                                                                    
                                          1993                            1994                           1995                       
====================================================================================================================================
<S>                                   <C>          <C>     <C>        <C>           <C>     <C>      <C>           <C>     <C>      
 Occupancy Rate                           63.00%                          56.00%                         53.00%                     
 Average Room Rate                        $69.71                          $72.54                         $75.25                     
- ------------------------------------------------------------------------------------------------------------------------------------
REVENUES                                        % Total   Per Room                % Total  Per Room              % Total  Per Room  
                                                -------   --------                -------  --------              -------  --------  
 Room Rentals                         $2,147,911   93.4%   $16,029    $1,983,392    93.5%   $14,801  $1,911,202    94.3%   $14,263  
 Restaurant                               52,428    2.3%      $391        51,191     2.4%      $382      17,778     0.9%      $133  
 Telephone                                80,260    3.5%      $599        60,764     2.9%      $453      66,432     3.3%      $496  
 Other Income                             17,903    0.8%      $134        25,553     1.2%      $191      31,370     1.5%      $234  
- ------------------------------------------------------------------------------------------------------------------------------------
 Total Revenue                        $2,298,502  100.0%   $17,153    $2,120,900   100.0%   $15,828  $2,026,782   100.0%   $15,125  
                                                                                                                                    
EXPENSES                                                                                                                            
 Departmental Expenses                                                                                                              
  Rooms Department                       381,631   16.6%    $2,848       338,996    16.0%    $2,530     339,712    16.8%    $2,535  
 Food & Beverage Department               15,097    0.7%      $113         4,210     0.2%       $31       2,726     0.1%       $20  
  Telephone                               42,681    1.9%      $319        33,578     1.6%      $251      34,085     1.7%      $254  
                                                                                                                                    
Undistributed Operating Expenses                                                                                                    
  Administrative & General               114,979    5.0%      $858       119,787     5.6%      $894     122,321     6.0%      $913  
  Management                             114,925    5.0%      $858       106,045     5.0%      $791     101,339     5.0%      $756  
  Marketing                               76,517    3.3%      $571        68,336     3.2%      $510     114,014     5.6%      $851  
  Utilities                              152,637    6.6%    $1,139       144,534     6.8%    $1,079     138,820     6.8%    $1,036  
  Property Operations & Maintenance       77,469    3.4%      $578        72,335     3.4%      $540      50,151     2.5%      $374  
  Capital Expenditures                    58,479    2.5%      $436        78,156     3.7%      $583      36,867     1.8%      $275  
  Miscellaneous                            8,461    0.4%       $63         5,822     0.3%       $43       4,922     0.2%       $37  
                                                                                                                                    
Fixed Charges                                                                                                                       
  Property Tax & License                 157,213    6.8%    $1,173       126,336     6.0%      $943     145,336     7.2%    $1,085  
  Insurance                                8,345    0.4%       $62        11,974     0.6%       $89      11,000     0.5%       $82  
- ------------------------------------------------------------------------------------------------------------------------------------
Total Expenses                        $1,208,434   52.6%    $9,018    $1,110,109    52.3%    $8,284  $1,101,293    54.3%    $8,219  
                                                                                                                                    
NET OPERATING INCOME                  $1,090,068   47.4%    $8,135    $1,010,791    47.7%    $7,543    $925,489    45.7%    $6,907  
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------
                                    
- -----------------------------        ------------------- 
 # of Rooms           134            Remodeled 1995-96
- -----------------------------        -------------------
- -----------------------------        -------------------
 Building Area     78,292 sf        
                                     Trailing 12
                                      Months 8/96
====================================================================
 Occupancy Rate                           55.00%
 Average Room Rate                        $75.31
- --------------------------------------------------------------------
REVENUES                                          % Total  Per Room
                                                  -------  --------
 Room Rentals                         $1,991,816    95.1%  $14,864
 Restaurant                               17,945     0.9%     $134
 Telephone                                72,695     3.5%     $543
 Other Income                             12,783     0.6%      $95
- --------------------------------------------------------------------
 Total Revenue                        $2,095,239   100.0%  $15,636
                                                   
EXPENSES                                          
 Departmental Expenses                             
  Rooms Department                      349,815     16.7%   $2,611
 Food & Beverage Department               3,377      0.2%      $25
  Telephone                              37,330      1.8%     $279
                                                   
Undistributed Operating Expenses                  
  Administrative & General               115,760     5.5%     $864
  Management                             104,762     5.0%     $782
  Marketing                              106,653     5.1%     $796
  Utilities                              143,807     6.9%   $1,073
  Property Operations & Maintenance       83,726     4.0%     $625
  Capital Expenditures                    21,370     1.0%     $159
  Miscellaneous                            3,632     0.2%      $27
                                                   
Fixed Charges                                     
  Property Tax & License                 184,690     8.8%   $1,378
  Insurance                                8,505     0.4%      $63
- --------------------------------------------------------------------
Total Expenses                        $1,163,427    55.5%   $8,682
                                                   
NET OPERATING INCOME                    $931,812    44.5%   $6,954
- --------------------------------------------------------------------


- ---------------------------------
James Ratkovich & Associates, Inc.                                            89
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

INCOME APPROACH (Continued)

Occupancy and Room Revenue Estimates

The subject's reconstructed historical operating summary, as provided by the
Shilo Inn, is located on the previous page. Occupancy changed from 63 percent in
1993 to 56 percent in 1994, to 53 percent in 1995 and is 55 percent for the
trailing 12 months. Occupancy is increasing again due to improvement in economic
conditions and completion of remodel at the subject. We expect occupancy to
return to 1993-94 levels. The average daily room rate has increased since 1993
ranging from $69.71 to $75.31. We expect the subject property to maintain its
operation within this range of the market for the foreseeable future.

The Smith Travel Research report located in the addenda indicates that occupancy
market wide was 61.70 percent in 1993, 56.9 percent in 1994, 55.9 percent in
1995 and is achieving 57.5 percent in the first nine months of 1996. The average
daily rates have similarly increased slightly from $40.85 in 1993 to $48.00 in
1996. These figures reflect support for the subject's operations

Based on our analysis of the competitive market area and the subject's
operations, it is our opinion that the subject will achieve an average occupancy
rate of 58 percent in 1997 and increase to stable levels of 60 percent per year
for the duration of our analysis due to the expected increase in occupancy that
should result form the renovation in progress. The average daily rate is
projected at $75.50 for year one, projected to increase at an annual rate of 3
percent per year.

Other Revenues

Other revenues include telephone income estimated at 3.5 percent of room
revenues; restaurant lease revenue has ranged from 0.9 to 2.4 percent of room
revenue and we projected 2.0 percent in our projections; and miscellaneous other
income, from vending machines and similar items, is estimated at 1.0 percent of
room revenues. The subject's history is the best indicator of these revenue.

EXPENSE ANALYSIS

In addition to the subject's actual historical operating data, previously
presented, we have reviewed expense data as reported in Trends by PKF
Consulting, and Star Travel Research which are both located in the addenda.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            90
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

INCOME APPROACH (Continued)

Departmental Expenses 

Rooms

Room expenses include salaries, wages, payroll taxes and fringe benefits for
front desk staff and housekeeping personnel; general hotel expenses (excluding
franchise fees); guest room supplies; cleaning supplies; laundry, linen;
reservations/booking expenses; travel agent commissions; and numerous other
small expense categories. PKF industry standards indicate a range from $3,166 to
$3,950 per room. Star Research reports rooms department expenses to range from
$3,208 to $4,432. The subject's reconstructed historical data indicates a range
from $2,530 to $2,848 per room. The subject is operating at stable and
consistent levels which are below industry averages. We have projected $2,600
per room for departmental room expense which is near the subject's actual
historical performance. We believe that a typical buyer for the subject property
would a similar chain operation or even larger organization that can achieve the
same efficiencies that the current operations have demonstrated.

Telephone

Telephone expenses include monthly service charges, local and long distance
charges billed by the phone company. The subject property utilizes a discount
rate long distance provider which bills in six second increments, and offers
discounted long distance rates. Although the ratio of phone revenues to expenses
are in line with the industry standard at about 2:1, these operations comprise a
small percentage of revenue. We have utilized an expense ratio of 55 percent of
telephone revenues based on historical data.

UNDISTRIBUTED OPERATING EXPENSES

These expenses reflect the expenses and fixed overhead items which are not
attributable to any specific activity or profit center but are required to
maintain the going concern operation. These include Administrative and General
Expenses; Franchise Fees; Marketing and Guest Entertainment costs; Property
Operation and Maintenance Costs; Energy / Utility Costs and miscellaneous other
unallocated departmental costs.

Administrative and General

These expense items include: administrative staff salary/wages, payroll taxes
and benefits; bookkeeping and accounting; vehicle expenses; credit card
commissions; office supplies; printed materials; postage; professional and legal
fees; contract security; and owner/manager travel expenses, and bad debt
write-offs. PKF reveals that industry standards for administrative and general
expenses in the two property categories we compared the subject to ranged from
7.8% to 9.0%. Smith Travel indicates this expense to range from 9.1% to 9.4% for
the subject's categories. The subject expended between 5.0% and 6.0% for G&A
over the past four years. We conclude that the most subject's actual experience,
with some consideration to industry averages, is the best indicator of this
expense and have selected 5.5% for our projections.

- ----------------------------------
James Ratkovich & Associates, Inc.                                            91
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

INCOME APPROACH (Continued)

Management Fees

The subject property is owner operated and the primary compensation paid to the
owner managers comes in the form of profit distributions. A portion of the
executive management compensation is also accounted for in Administrative
salary/wages which are also somewhat below industry averages by several
measures. A typical market derived management fee for an operation such as the
subject should run at least 3.0%-5.0% according to most reliable sources. PKF
industry standards indicate a range for management of 2.8% to 3.1%. Smith Travel
indicates 2.8% to 3.8% for management expense in the subject's categories. The
subject has a 5 percent internal accounting management fee. We have utilized a
management fee of 5.0 percent for our projections which is above industry
standards.

Franchise and Marketing Expense

Franchise and marketing expense includes charges for regional or national chain
affiliations or franchise, expenses for advertising, promotional literature and
activities. Historically the subject has expended between 3.2% to 5.6% for
advertising and there is no franchise fee since the subject is company owned.
PKF industry standards indicate advertising expense to range from 3.7% to 3.9%
and franchise fees to range from 0.9% to 1.9%. Smith Travel indicates 3.7% to
6.6% for advertising and 1.7% to 3.5% for franchise fees. Despite the current
level of the subject's expenditures, we used the industry standards for our
projections, since we look at typical owner requirements rather than Shilo's
actual corporate profile. We have utilized a rate of 3.0% for franchise and 5.0%
for marketing, for a total of 8%, based on our estimate of the appropriate costs
for the subject property to continue to perform at current levels.

Energy / Utility Costs

Expenses in the Energy/Utility category are highly consistent over the previous
four years of operation. We note that the Pacific Northwest has the lowest
energy costs of any region of the US because of the relative abundance of
hydroelectric power. The subject has expended between 6.6 to 6.9 percent in
utility expenses in the past four years. PKF industry standards indicate a range
from 3.9 to 5.0 percent and Smith Travel indicates a range from 4.8% to 6.3%. We
have utilized 6.8 percent for our analysis based on the subject's historical
data.

Property Operations and Maintenance

This category includes automotive maintenance; Building expenses; computer
equipment and software systems; Copy Machine/Fax machine maintenance;
maintenance contracts; grounds maintenance; painting and decorating; swimming
pool/spa maintenance contracts; TV repairs; tools and other miscellaneous
expenses. The subject has historically spent between 2.5 and 4.0 percent for
repairs and maintenance which includes some capital improvements expenses. PKF
industry standards indicate a range from 4.5 to 6.2 percent and Smith Travel
indicates 4.2% to 5.2% for this item. We have utilized a rate of 3.5 percent
based on the subject's most recent historical data and industry standards.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            92
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

INCOME APPROACH (Continued)

FIXED CHARGES

Property Taxes

According to the county assessor, the subject's current property and personal
property taxes are $184,690. Taxes were reduced in 1996 from $198,041 in 1995. A
sale does not trigger a reassessment. We expect future assessment increases to
be in line with historical increases. Property taxes for the subject property
are estimated at $185,000 in our projection for year one.

Property Casualty Insurance

Insurance has been consistent during the last four years between 0.4 and 0.6
percent of total revenue which is slightly below the 1.0% to 1.2% level
suggested by the industry standard data. A one year premium for fire and
extended coverage and liability has been estimated at 0.5 percent. Industry
averages are above the actual history of the subject but these are a general
indicator overall, highly dependent on location and negotiations. In the final
analysis we relied on the subject's history.

Replacement Reserves

The short-lived building components and equipment which require replacement and
for which a reserve account should be set up consist of roof covering, floor
covering, draperies, water heaters, air conditioning systems and other
mechanical systems servicing the buildings and other capital expenditures. Since
these expenses are bound to occur, we have accounted for this expense item as a
percentage of total revenue. Some of the replacement items are included in
normal maintenance, supplies and room expense items.

The International Society of Hospitality Consultants released a comprehensive
study in 1995 which examined historical industry-wide CapEx expenditures for the
10 year period from 1983 through 1993. The study, funded by 16 high profile
national and international hospitality management companies, lenders and hotel
operators concluded that the historical convention of reserving only 2%-3% of
gross revenues was inadequate for funding the actual capital outlays required to
maintain a property in a typically competitive market. They concluded that
capital expenditures for limited service properties averaged 3.7%.

They also noted that CapEx expenditures increased significantly as a hotel ages
with a spike every 7 to 9 years when major renovations of guest rooms and public
areas are required. They pointed out that properties in their survey data built
before 1981 averaged CapEx outlays of 9.6% of annual gross revenue. What this
clearly reveals is that historical reserves have been grossly underestimated and
have caused financial distress for both financiers and operators of hotel
properties. The bottom line of the study is that properties over 7 to 8 years
old, and certainly those over 10 years old will require reserves of roughly 2.5
times to 3.0 times the traditionally accepted reserve allowance. For upper-tier,
limited service properties and lower-tier, full service


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James Ratkovich & Associates, Inc.                                            93
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

INCOME APPROACH (Continued)

Capitalization Analysis

properties this will equate to a total CapEx reserves of 4%-5% at a minimum,
depending on age, method of construction, historical occupancy/use levels and
prior CapEx investment.

We have divided reserves charges into two categories: Furniture, Fixtures &
Equipment and Improvement Reserves. The furniture, fixtures and equipment used
in the operations of the subject property is charged at a rate of 3.0 percent of
total revenue based on industry standards and our estimate of the useful life of
the subject's FF&E. The improvements reserve for replacement expense is
estimated at 2.0 percent of total revenue.

Direct Capitalization: This technique employs the use of an overall rate. This
is an annual percentage rate that expresses the relationship between net
operating income and the present worth of the property. The term overall rate
reflects the fact that the rate incorporates capital appreciation or
depreciation along with a return on net income. The overall rate must represent
what informed, prudent and rational investors are requiring and obtaining for
similar, competitive properties in the current market.

Overall Rate Derivation / Direct Capitalization: The first estimate of value we
develop through the Income Approach is developed with the Direct Capitalization
Technique, which utilizes the overall capitalization rate. This is an aggregated
rate that expresses the relationship between a single year's stabilized net
operating income, and the present worth of the property. The term overall
capitalization rate, or simply, overall rate (OAR), indicates that the rate
encompasses all market derived return requirements including capital
appreciation or depreciation, a baseline return on net income, plus any risk
related return premiums dictated by the market's perception of the risk elements
attendant to ownership and operation. The overall rate should represent the
income to value ratio that typically informed, economically motivated, prudent
and rational investors would require and obtain, when investing in similar,
competitive properties in the current market.

Ideally, the market transactions referenced in the overall rate derivation
should be open market sales of regionally competitive hotel properties, with
generally similar income streams and expense ratios. The summary contained in
the Direct Comparison Approach indicates overall rates derived from only two of
the primary market comparable sales. A Supplemental Summary of Hotel Sales has
also been produced to show the overall rates indicated in a variety of other
hotel sales in a broader survey of the Pacific and Inland Northwest.

The sale of the Bellevue Hilton, which sold in August 1995, indicated an overall
rate of 9.00%. This was the lowest OAR and it could be regarded as anomalous,
relative to the other market indicators and investors surveys compiled by us. We
surmise that the price may have reflected substantial unrealized income
potential or operating economies not superficially obvious from the reported
data.


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James Ratkovich & Associates, Inc.                                            94
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

INCOME APPROACH (Continued)

The balance of the supplemental sales suggested OAR's ranging from the low 10 to
high 11 percent except for Supplemental Sale No. 5, the Ameritel Inn, which
reported an OAR of 13.48% Although the price/unit appears to fall within the
range of the other surveyed transactions, the OAR of Sale No. 5 appears well
above the indicated range for a property of it's age, and apparent quality. We
are, therefore, disinclined to emphasize the OAR of this sale as an indicator
for the subject

Capitalization Analysis

National Investor Surveys compiled from a variety of respected industry sources
provide additional insight into investor expectations and underwriting
assumptions which may me relevant to the analysis of the subject. For reader
convenience we have compiled a survey of the surveys which is presented on the
following page. The Korpacz Real Estate Investor Survey, Third Quarter 1996,
indicates the average free and clear equity overall rate for hotel properties is
12.75 percent, as compared to 12.53 percent for the previous quarter and 12.79
percent a year ago.

According to the First Quarter 1996, National Investor Survey conducted by CB
Commercial, going in cap rates for Class A, Full Service Hotel properties ranged
between 8.00% and 12.00% and average 10.30%. Class B, Limited Service Hotels
ranged from 9.00% to 13.00% and averaged 11.30%. Our classification of the
subject as an upper tier Limited service, or lower tier full service hotel
suggests an OAR in the low 11% range.

According to the First Half 1996, Hotel Investment Outlook prepared by Landauer
Hospitality Services, going in cap rates for Class A, Full Service Hotel
properties ranged between 7.00% and 13.00% and averaged 9.75%. Class B, Limited
Service Hotels ranged from 10.00% to 14.00% and averaged 11.55%. Again, our
classification of the subject as an upper tier Limited service, or lower tier
full service hotel suggests an OAR in the low 11% range.

According to TransActions 1995 Recap, published by Hotel Motel Brokers of
America the Mountain Pacific Region had an average overall rate of 12.7 percent
for all hotels and ranged between 9.4 and 14.5 percent. These sales totaled 38
hotels with an average 66 units per hotel. They had an average occupancy of 55.2
% and an average daily rate of $42.68. which is lower than the subject's
operating levels. Nationally the rates ranged from 9.1% to 14.8%, and averaged
11.80% for all HMBA transactions. We observe that HMBA member brokers were
primarily involved in sales of individually owned properties and not the larger
institutional, and multi-property transactions included in the survey results
compiled by the national consulting firms. We think the HMBA transactions may
represent a slightly lower grade of properties than the subject property.


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James Ratkovich & Associates, Inc.                                            95
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

INCOME APPROACH (Continued)

Capitalization Analysis

PKF Consulting, one of the most respected names in the hospitality industry
identifies OAR's ranging from 8.00% to 11.30% for Class A properties and an
average of 10.88%. Class B properties range from 8.50% to 14.50%, averaging
11.76%. Their results are consistent with the other industry consultants cited.

OAR Conclusion / Indication of Value

In attempting to select an appropriate OAR for the direct capitalization value
work up for the subject we have considered the following:

o  The subject property is a middle tier, property defined by its franchise flag
   and has a high level and quality of operations and other guest amenities
   relative to its competitive market.

o  The subject property is a 10 year old hotel, is well maintained and has good
   appeal.

o  The current competitive position of the subject in its market area is fairly
   strong in its niche as new competition will likely be impeded by development
   costs and restrictive market conditions for new development.

Based on these factors, our Direct Sales Comparison Analyses and our survey of
hospitality industry consultants, we conclude that the appropriate OAR for
developing a value estimate for the subject property through the Direct
Capitalization Technique is 10.50%. Dividing the projected stabilized Net
Operating Income by the selected OAR yields an indication of fee simple value
for the going concern operation, as of the current appraisal date in the amount
of:

                                   $8,600,055
                                   ==========

Yield Capitalization / Discounted Cash Flow Analysis

A discounted cash flow analysis has been made on the premise that the value of
the subject property is represented by the present worth of the anticipated
future net income stream. The projected income stream is based on an analysis of
the quality, as well as the quantity and duration, of the income expectancy.
This income stream is discounted to present value using a discount factor and
then added to the present worth of the property reversion. The property
reversion is calculated by capitalizing the net income from the property into an
indication of value using a capitalization rate extracted from the general
market data of similar properties. This value is then discounted to present
worth.


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James Ratkovich & Associates, Inc.                                            96
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

In this analysis, we utilize a ten-year discounted cash flow projection which
represents the underwriting convention of the industry. Although we have not
profiled specific survey results we note that the average holding period for
hotel investments, according to at least two national consultants ranges from 6
to 10 years. One source referenced a 6.27 year average holding period in 1995
while the other referenced a 7.1 year average holding period. Ten to eleven
years, the period covered in our analyses, probably represents the outer limits
of what most investors reasonably anticipate as an investment holding period
since profit taking (dispositions) and normal business cycles seem to occur in
rolling five to seven year intervals.

Revenue and Expense Growth Rate

The survey results are self explanatory. We note that the emerging trend among
analysts and underwriters is a very thin but widening margin between income and
expense growth rates, with revenues leading. As this margin widens the positive
impact on value indications becomes geometric, and we think unreliable. As of
the date of this writing, one market watcher suggests that a rate differential
of 12 to 15 basis points represents the current market thinking. We think such
an assumption may be plausible during the early phases of an industry or
national economic recovery when revenue gains do generally exceed expense growth
rates by meaningful margins. Our perception is that strong industry performance
during the last two plus years will breed new competition placing downward
pressure on revenue growth. Nevertheless, industry vendors, subcontractors and
county tax assessors, not wanting to miss out on the "good times" should
continue with healthy price and assessment increases over the next couple years.
We think it prudent, therefore, to project both revenue and expense growth at
the same levels over the long haul. The survey results lead us to conclude on
annual growth factors of 3.00% for both revenue and expenses.

Terminal Capitalization Rate

Our rate selection is based on the survey results previously presented and our
perceptions of the subject property and its competitive position in the local
market. The survey results suggest that terminal capitalization rates generally
exceed the going in rates by 25 to 100 basis points. Utilizing moderate growth
rate assumptions, CapEx reserves, and moderately conservative discount rates (to
be discussed next) leads us to select a terminal cap rate 100 basis points above
the going in rate, or 11.50%.


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James Ratkovich & Associates, Inc.                                            97
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

Discount Rate Selection

The discount rate we utilized reflects the long term yield expectations of hotel
market investors, relative to other alternative investment opportunities in the
real estate markets available today. It also reflects current financial market
conditions and the perceived risk, quality and duration of the income stream
anticipated from each prospective investment. The yield rate used in the
Discounted Cash Flow Analysis is anticipatory rather than historical in its
reference point. The rate should consider all benefits and risks attendant to
the ownership and operation of that particular class of income property, and may
also anticipate tax considerations and leveraging issues that non-realty
investments do not. The appropriate rate is that minimum rate that the
individual, institutional or real estate investor considers a minimal acceptable
return on investment over the particular projection period analyzed. It may be
regarded as a hurdle rate, below which, the typical market investor would not
find sufficient returns to justify the investment, given the risks and
responsibilities attendant to that investment.

We have utilized two means of identifying an appropriate discount rate for the
subject property analyses. These are:

o  Survey of investors' acceptable yield rates

o  Capital market returns analysis plus risk rate

The National Investor Surveys previously referenced summarize the return
expectations of institutional and individual investors as they have been
compiled by five of the hospitality industry's most familiar and respected
consultants. Altogether they reveal a typical range of discount rates from 10.0%
to 20.0% with a convergent grouping of averages and medians clustered between
14.00% and 15.00%.

Built up Yield Rates can provide another indication of investors' motivations
and expectations regarding long term equity returns. These may be developed or
"built up" from the bond markets and other long term capital markets. However,
the quality and durability of a real estate income stream, and the marketability
of real property is generally considered less reliable (predictable) than other
capital market investments. Investors may purchase relatively risk free treasury
funds and sell them almost immediately when he or she chooses. Investments in
real estate require additional risk based yield premiums to compensate for their
additional risks and illiquidity. Therefore, one simple technique for estimating
the appropriate yield rate for real estate in general, and hotels specifically,
is to explore the yield relationships between relatively "risk free" investments
and real estate investments.


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James Ratkovich & Associates, Inc.                                            98
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

According to a market yield rate survey conducted by Real Estate Research
Corporation, the difference in yield rates between real estate and other
selected capital market investments over the last four quarters ranged from 2.4
percent to 5.6 percent. These differences may be regarded as market perceptions
the additional risks and illiquidity premiums required of real estate
investments in general. Comparing yield rates on investment grade real estate to
hotel investments reveals an additional yield rate differential of 1.00% to
3.00% which investors require of management intensive real estate such as
hotels. Hotels are actually much more than real estate operations. They are in
fact going concern business operations which are real estate intensive. The
additional management expertise and risks attendant to such enterprises dictates
another level of yield compensation. The following table shows some recently
published yields on bonds, which are an indication of long term investor's
pre-tax "safe rate" equity yield requirements:

                         Yields on Selected Securities
=============================================================================
       Period            Aaa       Baa        Treasury          Treasury
                        Bonds     Bonds      Securities        Securities
                                             (Long Term)      (Five Year)
- -----------------------------------------------------------------------------
     March 1995         8.12%     8.70%         7.45%            7.05%
- -----------------------------------------------------------------------------
   September 1995       7.32%     7.93%         6.55%            6.00%
- -----------------------------------------------------------------------------
     April 1996         6.80%     7.47%         6.05%            5.36%
- -----------------------------------------------------------------------------
       Average          7.41%     8.03%         6.68%            6.14%
=============================================================================

Based on the stability of the revenues and potential marketability of the
subject as discussed previously, the discount rate could be reflected as
follows:

      "Risk Free" Capital Market Return Rate:               8.00% +/-
      Real Estate Risk and Illiquidity Premium:             4.00% +/-
      Hotel-Going Concern Risk based premium:               1.50% +/-
                                                            ---------

      Total Return Expectation-Going Concern Hotels:        13.50% +/-

Based on the National Investor Surveys, the capital market risk based premium
rationale, and the specific characteristics of the subject property previously
enumerated we conclude the appropriate yield rate (IRR) to be utilized in the 10
year DCF is 13.50%.


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James Ratkovich & Associates, Inc.                                            99
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

Net Reversionary Value

The last component we must consider in the long term discounted DCF analysis is
the net reversionary interest in the property. The yield analysis explicitly
assumes full capital recovery at the end of the holding period, which is another
way of saying the sale or disposition of the property. Calculating a net
reversionary value is accomplished through a simple direct capitalization
technique utilizing the projected Year 11 NOI, and an appropriate terminal
capitalization rate. From the direct capitalization value indication we deduct
estimated selling costs, which will include brokers commissions, title costs,
legal costs and escrow fees. This net reversionary value is included in the Year
10 cash flow projections and is identified as the NOI + Reversion in the 10 Year
DCF spreadsheet on the following page.

Discounting the projected operational cash flows plus net reversionary value in
Year 10, by the appropriate yield rate produces an indication of Net Present
Value (NPV) in the amount of:

                                   $8,614,530
                                   ==========

Correlation of Value Indications

The discounted cash flow schedule is located on the following page which
contains the income, expenses, discounting, reversion and direct capitalization.
We have given the two indication equal weight and rounded down. The indicated
values and conclusion of value, of the Fee Simple estate, via the Income
Approach are summarized below:


           Direct Capitalization - Fiscal 1997 Income -  $8,600,055

                Discounted Cash Flow Analysis   -   $8,614,530

                               Rounded $8,600,000
                                       ==========


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James Ratkovich & Associates, Inc.                                           100
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                          DISCOUNTED CASH FLOW ANALYSIS

<TABLE>
<CAPTION>
                                                               SHILO INN
# of Rooms                                   134               1550 S. Castle Dome Road
Growth                                      3.0%               Yuma, AZ
- -----------------------------------------------------------------------------------------------------
                                          % Total        1           2           3           4       
Fiscal Year (12/1 TO 11/30)                Revenue      1997        1998        1999        2000     
=====================================================================================================
<S>                                         <C>     <C>         <C>         <C>           <C>        
Room Nights Available                                   48,910      48,910      48,910        48,910 
Number of Occupied Rooms                                28,368      29,346      29,346        29,346 
Occupancy Rate                                          58.00%      60.00%      60.00%        60.00% 
Average Room Rate                                       $75.50      $77.77      $80.10        $82.5O 
- -----------------------------------------------------------------------------------------------------
                                                                                                     
REVENUES                                                                                             
Room Rentals                                93.78%  $2,141,769  $2,282,092  $2,350,554    $2,421,071 
Telephone                                    3.50%      74,962      79,873      82,269        84,737 
Restaurant Revenue                           2.00%      45,677      47,047      48,458        49,912 
Other Income                                 1.00%      21,418      22,821      23,506        24,211 
                                          -----------------------------------------------------------
Total Revenue                               1OO.0%  $2,283,825  $2,431,833  $2,504,788    $2,579,931 
                                                                                                     
EXPENSES                                                                                             
Departmental Expenses                                                                                
 Rooms ($/room/year)                        $2,600     348,400     358,852     369,618       380,706 
 Telephone (% of Departmental Income)        55.0%      41,229      43,930      45,248        46,606 
                                          -----------------------------------------------------------
Total Departmental Expenses                  17.1%    $389,629    $402,782    $414,866      $427,312 
                                                                                                     
Undistributed Operating Expenses                                                                     
 Administrative & General                     5.5%     125,610     129,379     133,260      137,258  
 Management                                   5.0%     114,191     121,592     125,239      128,997  
 Furniture, Fixtures & Equipment Reserves     3.0%      68,515      72,955      75,144       77,398  
 Franchise & Marketing                        8.0%     182,706     194,547     200,383      206,394  
 Utilities                                    6.8%     155,300     165,365     170,326      175,435  
 Property Operations & Maintenance            3.5%      79,934      85,114      87,668       90,298  
 Miscellaneous                                1.0%      22,838      24,318      25,048       25,799  
                                          -----------------------------------------------------------
Total Undistributed Expenses                 32.8%    $749,095    $793,269    $817,067     $841,579  

Total Expenses Before Fixed Charges          49.9%  $1,138,724  $1,196,051  $1,231,933   $1,268,891
Income Before Fixed Charges                  5O.1%  $1,145,101  $1,235,781  $1,272,855   $1,311,040 
                                                                                                     
Fixed Charges                                                                                        
 Property Tax & License                       8.1%     185,000     190,550     196,267      202,154  
 Insurance                                    0.5%      11,419      11,762      12,115       12,478  
 Buildings Reserve for Replacement            2.0%      45,677      47,047      48,458       49,912  
                                          -----------------------------------------------------------
Total Fixed Charges                          10.6%    $242,096    $249,358    $256,839     $264,544  
                                                                                                     
NET OPERATING INCOME                         39.5%    $903,006    $986,423  $1,016,016   $1,046,496
Present Value of Income Stream                         795,600     765,722     694,885      630,600  
 Discounted at                              13.50%                                                   
Total Present Value of Income Stream                            $5,617,678                           
                                                                                                     
REVERSION ANALYSIS                                                                                   
- ------------------------------------------
Eleventh Year Income                                $1,287,058
Reversion Capitalized @                                 11.50%
Reversion                                          $11,191,810                                       
Less Sales Expense                                        5.0%                                       
Net Reversion                                       10,632,219                                       
Discount rate                                           13.50%                                       
Present Value of Reversion                                      $2,996,852                           
                                                                ----------                           
TOTAL PRESENT VALUE                                             $8,614,530                           

Concluded Value via Income Approach                             $8,600,000     $64,179 /Room
                                                                ==========


<CAPTION>
                                          
# of Rooms                                
Growth                                    
- -----------------------------------------------------------------------------------------------------------------------------
                                               5           6             7          8           9          10           11
Fiscal Year (12/1 TO 11/30)                   2001        2002          2003       2004        2005       2006         2007 
=============================================================================================================================
<S>                                        <C>         <C>         <C>         <C>         <C>         <C>         <C>       
Room Nights Available                          48,910      48,910      48,910      48,910      48,910      48,910      48,910
Number of Occupied Rooms                       29,346      29,346      29,346      29,346      29,346      29,346      29,346
Occupancy Rate                                 60.00%      60.00%      60.00%      60.00%      60.00%      60.00%      60.00%
Average Room Rate                              $84.98      $87.53      $90.15      $92.86      $95.64      $98.51     $101.47
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                                   
REVENUES                                                                                                           
Room Rentals                               $2,493,703  $2,568,514  $2,645,570  $2,724,937  $2,806,685  $2,890,885  $2,977,612
Telephone                                      87,280      89,898      92,595      95,373      98,234     101,181     104,216
Restaurant Revenue                             51,409      52,952      54,540      56,176      57,862      59,597      61,385
Other Income                                   24,937      25,685      26,456      27,249      28,067      28,909      29,776
                                          -----------------------------------------------------------------------------------
Total Revenue                              $2,657,329  $2,737,049  $2,819,160  $2,903,735  $2,990,847  $3,080,573  $3,172,990
                                                                                                                   
EXPENSES                                                                                                           
Departmental Expenses                                                                                              
 Rooms ($/room/year)                          392,127     403,891     416,008     428,488     441,343     454,583     468,220
 Telephone (% of Departmental Income)          48,004      49,444      50,927      52,455      54,029      55,650      57,319
                                          -----------------------------------------------------------------------------------
Total Departmental Expenses                  $440,131    $453,335    $466,935    $480,943    $495,371    $510,233    $525,539
                                                                                                                   
Undistributed Operating Expenses                                                                                   
 Administrative & General                     141,376     145,617     149,985     154,485     159,119     163,893     168,810
 Management                                   132,866     136,852     140,958     145,187     149,542     154,029     158,649
 Furniture, Fixtures & Equipment Reserves      79,720      82,111      84,575      87,112      89,725      92,417      95,190
 Franchise & Marketing                        212,586     218,964     225,533     232,299     239,268     246,446     253,839
 Utilities                                    180,698     186,119     191,703     197,454     203,378     209,479     215,763
 Property Operations & Maintenance             93,007      95,797      98,671     101,631     104,680     107,820     111,055
 Miscellaneous                                 26,573      27,370      28,192      29,037      29,908      30,806      31,730
                                          -----------------------------------------------------------------------------------
Total Undistrihured Expenses                 $866,826    $892,831    $919,616    $947,205    $975,621  $1,004,889  $1,035,036

Total Expenses Before Fixed Charges        $1,306,957  $1,346,166  $1,386,551  $1,428,148  $1,470,992  $1,515,122  $1,560,576
Income Before Fixed Charges                $1,350,372  $1,390,883  $1,432,609  $1,475,588  $1,519,855  $1,565,451  $1,612,414
                                                                                                                   
Fixed Charges                                                                                                      
 Property Tax & License                       208,219     214,466     220,900     227,527     234,352     241,383     248,625
 Insurance                                     12,852      13,238      13,635      14,044      14,465      14,899      15,346
 Buildings Reserve for Replacement             51,409      52,952      54,540      56,176      57,862      59,597      61,385
                                          -----------------------------------------------------------------------------------
Total Fixed Charges                          $272,481    $280,655    $289,075    $297,747    $306,679    $315,880    $325,356
                                                                                                                   
NET OPERATING INCOME                        1,077,891  $1,110,228  $1,143,534  $1,177,840  $1,213,176  $1,249,571  $1,287,058
Present Value of Income Stream                572,263     519,322     471,279     427,681     388,115     352,211  
 Discounted at                                                                                                     
Total Present Value of Income Stream                                                                               
                                                                                                                     
REVERSION ANALYSIS                                                                                                
- ------------------------------------------
Eleventh Year Income                      
Reversion Capitalized @                  
Reversion                                   DIRECT CAPITALIZATION
Less Sales Expense                          *********************************
Net Reversion                               Net Operating Income     $903,006
Discount rate                                 (1997)
Present Value of Reversion                  Overall Rate               10.50%
                                                                   ----------
TOTAL PRESENT VALUE                         Indicated Value        $8,600,055
                                          
Concluded Value via Income Approach       

</TABLE>


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James Ratkovich & Associates, Inc.                                          101
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                         RECONCILIATION AND CONCLUSION

            Cost Approach                       $9,770,000
            Market Approach                     $8,350,000
            Income Approach                     $8,600,000

The approaches have various degrees of applicability depending on the
circumstances. The Cost Approach is usually relied upon when the improvements
are new, or nearly new and are fully utilized for their designed intent. The
Income Approach indicates the amount at which a prudent investor would pay for
the property. The Direct Comparison Approach reflects actual prices paid for
similar properties reduced to a unit of comparison.

The variance between the approaches does not invalidate any of them and is
expected since each approach reflects the differing attitudes and motivations of
the various sectors of the real estate market.

In this analysis, the Cost Approach is given the least weight due to its
limitations in being able to accurately reflect current market conditions, and
going concern elements of value. These conditions are directly related to the
income generating ability of the subject, which is best analyzed within the
Income Approach. The Cost Approach may therefore represent the least reliable
data source, and the method least likely to be referenced by the typical
investor. However, it would be of interest to anyone exploring the feasibility
of developing new facilities. Here their principal concern is whether functional
properties can be acquired for less than their current replacement cost. If the
answer were "yes", the decision to acquire rather than build should result.

The Sales Comparison Approach is based upon the principle of substitution. It is
based on the premise that an informed investor will pay no more than the cost to
acquire a similar, competitive property with the same utility as the subject. In
this analysis, numerous sales of comparable properties were surveyed and
analyzed and adjusted to compare to the subject. The strength of this approach
is that it is the purest reflection of market intentions with regard to the
subject. It's weakness is that it is the most difficult of all approaches to
verify and quantify since appraisers rarely have access to complete financial
and transactional records for sale comparables. Properly allocating value to
real estate, FF&E and other business components and verifying the actual and
projected operating revenues and expenses are several of the challenges
appraisers face. Developing market supported quantitative and qualitative
adjustment factors is also extremely problematic. Therefore, individual
interpretations of reported sale data can be somewhat varied which tends to make
value indications developed through this approach highly subjective. While data
reliability can be rather poor in some instances, this approach is generally
utilized by market participants for developing reasonable bracketing of value
and key benchmark ratios which are utilized in the primary valuation approach,
The Income Approach.


- ----------------------------------
James Ratkovich & Associates, Inc.                                           102
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

RECONCILIATION AND CONCLUSIONS (Continued)

The Income Approach is the primary approach utilized in estimating the value of
the subject. It has the benefit of generally being the most reliable approach,
since operating projections are developed from the detailed records of the
owners. It also is the approach given the most weight by knowledgeable market.

Participants who base the bulk of their investment decision making on projected
return analyses. Value estimates are developed through detailed economic data
including occupancy levels and ADR's through application of direct
capitalization rates and discount rates. Numerous well respected consultants and
industry leaders perform research and publish data which aids the appraiser in
formulating opinions of value. Clearly, the Income Approach is the most reliable
and verifiable of the three approaches and is also the de facto standard
utilized by all knowledgeable market participants. Therefore, the value
conclusions presented herein place the greatest weight on the indications of
value developed through the Income Approach.

Based on the foregoing analysis, the opinion has been formed by the appraisers
that the market value of the subject hotel property, as a going concern with all
furniture fixtures and equipment, subject to the limiting conditions included in
this report, as of December 1, 1996, of the Fee Simple Estate, As Is, was:

                                   $8,600,000
                                   ==========

                      (Including Value of FF&E - $469,000)


- ----------------------------------
James Ratkovich & Associates, Inc.                                           103
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                                  CERTIFICATION

The undersigned appraisers hereby certify that, to the best of their knowledge
and belief:

The statements of fact contained in this report are true and correct.

The reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions, and are our personal, unbiased
professional analyses, opinions, and conclusions.

We have no present or prospective interest in the property that is the subject
of this report, and have no personal interest or bias with respect to the
parties involved.

Our compensation is not contingent on an action or event resulting from the
analyses, opinions, or conclusions in, or the use of, this report.

Our analyses, opinions, and conclusions were developed, and this report has been
prepared, in conformity with the Uniform Standards of Professional Appraisal
Practice.

Mr. Scot Lindsay made a personal inspection of the property that is the subject
of this report. Mr. Hammad did not make an inspection of the subject property.

In addition to the undersigned Mr. Scot Lindsay performed the original field
inspection, site, improvements, area and competitive market analysis and land
valuation.

The reported analyses, opinions and conclusions were developed, and this report
has been prepared, in conformity with the requirements of the Code of
Professional Practice of the Appraisal Institute.

The use of this report is subject to the requirements of the Appraisal Institute
relating to review by its duly authorized representatives.

This appraisal assignment was not based on a requested minimum value, a specific
value or the approval of a loan.

As of the date of this report, M. Hammad has completed the requirements of the
continuing education program of the Appraisal Institute.



M. Hammad, MAI
Certified General Appraiser
CA No. AG002849
AZ No. TP40270


- ----------------------------------
James Ratkovich & Associates, Inc.                                           104
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                          STATEMENT OF QUALIFICATIONS
                                 M HAMMAD, MAI

PROFESSIONAL AFFILIATIONS

   MAI, Member Appraisal Institute #10,868
   GAA, General Accredited Appraiser, National Association of Realtors
   Member San Fernando Valley Board of Realtors

EXPERT WITNESS

Qualified as expert witness before Los Angeles County and Orange County Superior
Courts and US Federal Bankruptcy Court and American Arbitration Association.

EDUCATION

University of California, Los Angeles (UCLA)
BA in Economics - 1977

LICENSES

   Certified General Appraiser, California
   #AG002849, Expires 2/1/97
   Real Estate Broker, State of California

PROFESSIONAL HISTORY

HAMMAD & ASSOCIATES, INC.  Studio City, CA                  1988 to Present

President

   Principal of real estate appraisal and consulting firm in commercial,
   industrial and income producing residential properties.

MARSHALL & STEVENS, Los Angeles, CA                         1986 to 1988

Director of Real Estate Valuation

   Manager and director of real estate appraisal group specializing in the
   appraisal of commercial and industrial real estate for large investors,
   corporations and major financial institutions.

WELLS FARGO REALTY ADVISORS, Marina Del Rey, CA             1985 to 1986

Assistant Vice President

   Appraisal officer specializing in appraisal of major properties for portfolio
   analysis, proposed joint venture developments and financing.

LAVENTHOL & HORWATH, Los Angeles, CA                        1984 to 1985

Associate Appraiser

   Assisted the National Director of Valuations in developing a new appraisal
   practice that specialized in hotel and motel valuation, mixed use and
   commercial real estate appraisal and feasibility analysis.


- ----------------------------------
James Ratkovich & Associates, Inc.                                           105
<PAGE>

1550 Castle Dome Avenue, Yuma, AZ

                                     ADDENDA


- ----------------------------------
James Ratkovich & Associates, Inc.                                           106
<PAGE>

<TABLE>
<CAPTION>
SHILO INN - YUMA, ARIZONA (134 units)

NET OPERATING INCOME DETAIL                                                                                        $1,500,000
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)                                                            completed in
FOR THE 12 MONTHS ENDED 8-31-96 (actual)                                                                              1996

                                1991               1992                 1993                 1994                1995            
REVENUE                       (actual)    %       (actual)    %       (actual)     %       (actual)    %       (actual)    %     
<S>                          <C>         <C>     <C>         <C>     <C>         <C>     <C>         <C>     <C>          <C>    
  Guest Room                 $1,954,331  89.8%   $1,901,730  91.1%   $2,147,911  93.4%   $1,983,392  93.5%   $1,911,202   $4.3%  
  Restaurant Rent               136,650   6.3%      103,089   4.9%       52,428   2.3%       51,191   2.4%       17,778    0.9%  
  Telephone                      69,713   3.2%       69,036   3.3%       80,260   3.5%       60,764   2.9%       66,432    3.3%  
  Meeting/Banquet Room                0   0.0%          562   0.0%          237   0.0%        9,864   0.5%       12,633    0.6%  
  Fax                             2,915   0.1%        1,767   0.1%        2,283   0.1%        1,916   0.1%        2,796    0.1%  
  Valet                           3,782   0.2%        5,071   0.2%        5,160   0.2%        3,705   0.2%        3,081    0.2%  
  Video                           1,016   0.0%          808   0.0%        1,123   0.0%        1,147   0.1%        1,821    0.1%  
  Sports and Athletics                0   0.0%            0   0.0%            0   0.0%            0   0.0%            0    0.0%  
  Vending Machines                3,006   0.1%        1,856   0.1%        2,216   0.1%        1,957   0.1%        1,821    0.1%  
  Guest Laundry/Soap              1,658   0.1%          777   0.0%        2,202   0.1%        2,732   0.1%        2,742    0.1%  
  Miscellaneous                   2,246   0.1%        1,852   0.1%        4,682   0.2%        4,232   0.2%        6,476    0.3%  
                              --------- -----     --------- -----     --------- -----     --------- -----     ---------  -----   
      TOTAL REVENUE           2,175,317 100.0%    2,086,548 100.0%    2,298,502 100.0%    2,120,900 100.0%    2,026,782  100.0%  
                              --------- -----     --------- -----     --------- -----     --------- -----     ---------  -----   
 
OPERATING EXPENSE

    PAYROLL & RELATED EXPENSE
      Managers                   26,646   1.2%       24,030   1.2%       26,136   1.1%       28,646   1.4%       26,072    1.3%  
      Front Desk                 50,077   2.3%       50,542   2.4%       49,245   2.1%       38,993   1.8%       37,337    1.8%  
      Bookkeeper/Auditor         26,659   1.2%       17,315   0.8%       18,684   0.8%       18,220   0.9%       20,291    1.0%  
      Head Housekeeper           23,001   1.1%       21,850   1.0%       17,674   0.8%       16,939   0.8%       17,628    0.9%  
      Housekeeper - Rooms        57,231   2.6%       54,028   2.6%       58,376   2.5%       53,057   2.5%       52,659    2.6%  
      Housekeeper - Other         8,603   0.4%        7,107   0.3%        7,496   0.3%        7,446   0.4%        5,334    0.3%  
      Laundry                    14,049   0.6%       13,480   0.6%       15,968   0.7%       10,186   0.5%        8,473    0.4%  
      Guest Services             29,573   1.4%       26,047   1.2%       32,519   1.4%       27,131   1.3%       26,688    1.3%  
      Sales & Marketing          39,927   1.8%       29,787   1.4%       24,965   1.1%       21,494   1.0%       21,853    1.1%  
      Security                   10,737   0.5%       10,916   0.5%        9,465   0.4%        7,960   0.4%        8,728    0.4%  
      Maintenance                17,506   0.8%       18,633   0.9%       20,529   0.9%       19,636   0.9%       24,453    1.2%  
      Ground Maintenance              0   0.0%            0   0.0%            0   0.0%            0   0.0%            0    0.0%  
      Windows/Carpets                40   0.0%            0   0.0%        1,379   0.1%          252   0.0%          286    0.0%  
      Bonuses                         0   0.0%            0   0.0%        2,700   0.1%        1,227   0.1%          200    0.0%  
      Payroll Taxes              57,205   2.6%       83,189   4.0%       29,834   1.3%       32,088   1.5%       25,603    1.3%  
      Workers' Comp                   0   6.6%            0   0.0%       22,803   1.0%       13,475   0.6%       18,265    0.9%  
      Workers' Comp Claims            0   0.0%            0   0.0%            0   0.0%        1,923   0.1%            0    0.0%  
      Health Insurance           30,333   1.4%       23,055   1.1%       28,355   1.2%       28,206   1.3%       23,202    1.1%  
      Medical                         0   0.0%            0   0.0%            0   0.0%            0   0.0%          624    0.0%  
      Uniforms/Cleaning             448   0.0%          281   0.0%          272   0.0%          117   0.0%           69    0.0%  
      Other                         739   0.0%          282   0.0%          731   0.0%          624   0.0%          434    0.0%  
                              --------- -----     --------- -----     --------- -----     --------- -----     ---------  -----   
         TOTAL PAYROLL          392,774  18.1%      380,542  18.2%      367,131  16.0%      327,620  15.4%      318,199   15.7%  
                              --------- -----     --------- -----     --------- -----     --------- -----     ---------  -----   
</TABLE>

                                  For The
                             12 Months Ended
                                 8-31-96
REVENUE                          (actual)    %
  Guest Room                   $1,991,816  95.1%
  Restaurant Rent                  17,945   0.9%
  Telephone                        72,695   3.5%
  Meeting/Banquet Room              1,035   0.0%
  Fax                               2,158   0.1%
  Valet                             2,115   0.1%
  Video                             1,247   0.1%
  Sports and Athletics                  0   0.0%
  Vending Machines                  1,432   0.1%
  Guest Laundry/Soap                2,168   0.1%
  Miscellaneous                     2,628   0.1%
                                --------- ----- 
      TOTAL REVENUE             2,095,239 100.0%
                                --------- ----- 
 
OPERATING EXPENSE

    PAYROLL & RELATED EXPENSE
      Managers                     28,653   1.4%
      Front Desk                   39,268   1.9%
      Bookkeeper/Auditor           20,077   1.0%
      Head Housekeeper             18,364   0.9%
      Housekeeper - Rooms          54,319   2.6%
      Housekeeper - Other           6,310   0.3%
      Laundry                       9,389   0.4%
      Guest Services               26,137   1.2%
      Sales & Marketing            22,139   1.1%
      Security                      9,643   0.5%
      Maintenance                  25,121   1.2%
      Ground Maintenance                0   0.0%
      Windows/Carpets                 526   0.0%
      Bonuses                         450   0.0%
      Payroll Taxes                27,196   1.3%
      Workers' Comp                19,070   0.9%
      Workers' Comp Claims              0   0.0%
      Health Insurance             24,369   1.2%
      Medical                         263   0.0%
      Uniforms/Cleaning                71   0.0%
      Other                           515   0.0%
                                --------- ----- 
         TOTAL PAYROLL            331,880  15.8%
                                --------- ----- 
<PAGE>

SHILO INN - YUMA, ARIZONA (134 units)                                    PAGE 2
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)
FOR THE 12 MONTHS ENDED 8-31-96 (actual)

<TABLE>
<CAPTION>
                                  1991                1992                1993                1994                 1995           
                                (actual)    %       (actual)    %       (actual)    %       (actual)    %        (actual)    %    
<S>                               <C>      <C>         <C>      <C>       <C>       <C>       <C>       <C>        <C>      <C>   
   UTILITIES
      Electricity                 94,620   4.3%        93,741   4.5%      103,969   4.5%      100,499   4.7%       96,044   4.7%  
      Gas                         30,933   1.4%        36,995   1.8%       22,999   1.0%       22,341   1.1%       22,376   1.1%  
      Telephone                   30,591   1.4%        33,626   1.6%       39,246   1.7%       30,287   1.4%       32,812   1.6%  
      Water                       13,197   0.6%        13,213   0.6%       17,669   0.8%       15,689   0.7%       14,989   0.7%  
      Garbage                      1,519   0.1%         1,368   0.1%        2,120   0.1%        1,398   0.1%          810   0.0%  
      Sewer                        4,907   0.2%         4,745   0.2%        5,880   0.3%        4,607   0.2%        4,601   0.2%  
                               --------- -----      --------- -----     --------- -----     --------- -----     --------- -----   
         TOTAL UTILITIES         175,767   8.1%       183,688   8.8%      191,883   8.3%      174,821   8.2%      171,632   8.5%  
                               --------- -----      --------- -----     --------- -----     --------- -----     --------- -----   
    ADVERTISING
      Advertising                      0   0.0%             0   0.0%          100   0.0%            0   0.0%        2,150   0.1%  
      Airport Advertising            270   0.0%           330   0.0%          787   0.0%          979   0.0%          570   0.0%  
      Billboards                  29,952   1.4%        24,427   1.2%       18,698   0.8%       15,600   0.7%       19,675   1.0%  
      Highway Logos                4,785   0.2%         4,885   0.2%        5,842   0.3%        5,441   0.3%        5,750   0.3%  
      Radio Media                      0   0.0%             0   0.0%            0   0.0%            0   0.0%            0   0.0%  
      Radio Tradeouts                150   0.0%         1,048   0.1%        1,874   0.1%        1,954   0.1%        5,766   0.3%  
      TV Media                         0   0.0%             0   0.0%            0   0.0%            0   0.0%            0   0.0%  
      TV Tradeouts                13,552   0.6%         9,949   0.5%       13,427   0.6%        5,299   0.2%       10,494   0.5%  
      Brochures/Postcards          4,379   0.2%         1,794   0.1%        1,918   0.1%        5,836   0.3%        1,823   0.1%  
      Brochures/Tradout                0   0.0%             0   0.0%            0   0.0%            0   0.0%            0   0.0%  
      Yellow Pages                 2,970   0.1%            54   0.0%        2,810   0.1%        3,262   0.2%           66   0.0%  
      Newspaper Ads                   60   0.0%           360   0.0%            0   0.0%          380   0.0%        1,021   0.1%  
      Magazine Ads                   751   0.0%         6,782   0.3%        2,144   0.1%        1,398   0.1%            5   0.0%  
      Magazine Tradeouts             325   0.0%         2,372   0.1%            0   0.0%            0   0.0%          780   0.0%  
      Property Ads                 1,515   0.1%           265   0.0%          475   0.0%          465   0.0%        3,614   0.2%  
      Advertising Tradeouts Other  2,334   0.1%           458   0.0%            0   0.0%          323   0.0%          512   0.0%  
      Sports Events/Tradeouts          0   0.0%             0   0.0%            0   0.0%            0   0.0%            0   0.0%  
      Sports Sponsorship             216   0.0%             0   0.0%            0   0.0%            0   0.0%          187   0.0%  
      Displays                         0   0.0%             0   0.0%        1,083   0.0%        1,100   0.1%          728   0.0%  
      Local Events Promotion           0   0.0%             0   0.0%            0   0.0%            0   0.0%            0   0.0%  
      Travel Guides/Directories        0   0.0%             0   0.0%            0   0.0%        2,693   0.1%       12,071   0.6%  
      Promotional Items                0   0.0%             0   0.0%          444   0.0%          145   0.0%          491   0.0%  
      Advertising & Promotion      4,958   0.2%         2,684   0.1%        1,609   0.1%        1,606   0.1%       26,157   1.3%  
      Travel Agents               23,385   1.1%        24,422   1.2%       24,403   1.1%       25,953   1.2%       39,566   2.0%  
      Marketing                    3,414   0.2%         1,479   0.1%            0   0.0%            0   0.0%            0   0.0%  
      Taxi & Limo                    721   0.0%           425   0.0%          341   0.0%          361   0.0%          301   0.0%  
                               --------- -----      --------- -----     --------- -----     --------- -----     --------- -----   
         TOTAL ADVERTISING        93,737   4.3%        81,734   3.9%       75,955   3.3%       72,795   3.4%      131,727   6.5%  
                               --------- -----      --------- -----     --------- -----     --------- -----     --------- -----   
</TABLE>
 
                                          For The
                                       12 Months Ended
                                          8-31-96
                                          (actual)   %
   UTILITIES
      Electricity                          100,819   4.8%
      Gas                                   22,621   1.1%
      Telephone                             35,769   1.7%
      Water                                 14,240   0.7%
      Garbage                                1,260   0.1%
      Sewer                                  4,867   0.2%
                                         --------- ----- 
         TOTAL UTILITIES                   179,576   8.6%
                                         --------- ----- 
    ADVERTISING
      Advertising                           1,965    0.1%
      Airport Advertising                     328    0.0%
      Billboards                           18,634    0.9%
      Highway Logos                         5,630    0.3%
      Radio Media                               0    0.0%
      Radio Tradeouts                       4,364    0.2%
      TV Media                                  0    0.0%
      TV Tradeouts                          9,469    0.5%
      Brochures/Postcards                   4,316    0.2%
      Brochures/Tradout                         0    0.0%
      Yellow Pages                             76    0.0%
      Newspaper Ads                           864    0.0%
      Magazine Ads                             16    0.0%
      Magazine Tradeouts                      864    0.0%
      Property Ads                          3,129    0.1%
      Advertising Tradeouts Other             412    0.0%
      Sports Events/Tradeouts                   0    0.0%
      Sports Sponsorship                      131    0.0%
      Displays                                649    0.0%
      Local Events Promotion                    0    0.0%
      Travel Guides/Directories            11,395    0.5%
      Promotional Items                       315    0.0%
      Advertising & Promotion              21,686    1.0%
      Travel Agents                        36,345    1.7%
      Marketing                                 0    0.0%
      Taxi & Limo                             271    0.0%
                                         --------- ----- 
         TOTAL ADVERTISING                120,859    5.8%
                                         --------- ----- 
<PAGE>

SHILO INN - YUMA, ARIZONA (134 units)                                    PAGE 3
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)
FOR THE 12 MONTHS ENDED 8-31-96 (actual)

<TABLE>
<CAPTION>
                                        1991                1992                1993                1994               
                                      (actual)    %       (actual)    %       (actual)     %       (actual)    %       
<S>                                       <C>     <C>         <C>     <C>         <C>     <C>       <C>       <C>     
   SUPPLIES
      Linen                               8,041   0.4%        4,234   0.2%        6,609   0.3%        2,484   0.1%    
      Bathroom                            8,072   0.4%        7,176   0.3%        8,089   0.4%        8,536   0.4%    
      Cleaning                           20,584   0.9%       20,617   1.0%       19,801   0.9%       14,031   0.7%    
      Continental Breakfast               3,036   0.1%        2,645   0.1%        2,136   0.1%        2,414   0.1%    
      Office                              7,185   0.3%        3,377   0.2%        4,950   0.2%        4,407   0.2%    
      Operating                          10,254   0.5%        7,780   0.4%       10,627   0.5%       15,092   0.7%    
      Replacements                        2,885   0.1%        1,197   0.1%        2,579   0.1%        2,691   0.1%    
      Guest Amenity                       7,608   0.3%        8,587   0.4%        8,547   0.4%        5,969   0.3%    
                                        -------   ---       -------   ---       -------   ---       -------   ---      
          TOTAL SUPPLIES                 67,665   3.1%       55,613   2.7%       63,338   2.8%       55,624   2.6%    
                                        -------   ---       -------   ---       -------   ---       -------   ---      
    REPAIRS & MAINTENANCE
       Carpets, Draperies & Furniture       159   0.0%          259   0.0%          613   0.0%          527   0.0%     
       Elevators                          3,551   0.2%        3,970   0.2%        3,883   0.2%        1,021   0.0%     
       Landscaping                       36,994   1.7%       38,954   1.9%       40,967   1.8%       49,876   2.4%     
       Painting & Wallpaper               1,283   0.1%        1,381   0.1%        2,875   0.1%        1,697   0.1%     
       Pool                              14,507   0.7%       10,809   0.5%       12,002   0.5%        9,973   0.5%     
       Telephone                          1,808   0.1%        1,124   0.1%        3,435   0.1%        3,291   0.2%     
       TV Cable & Satellite              16,395   0.8%       15,026   0.7%       15,002   0.7%       16,277   0.8%     
       Pest Control                       2,400   0.1%        3,010   0.1%        3,137   0.1%        4,090   0.2%     
       Janitorial Services                    0   0.0%            0   0.0%            0   0.0%          920   0.0%     
       Plumbing                           7,984   0.4%        3,452   0.2%        3,400   0.1%        3,571   0.2%     
       Electrical                         5,307   0.2%        5,468   0.3%        3,219   0.1%        1,616   1.1%     
       Heating Ventilation Cooling        7,694   0.4%        8,033   0.4%        6,792   0.3%        7,032   0.3%     
       Sign                               1,543   0.1%        5,250   0.3%        1,881   0.1%        3,181   0.1%     
       Keys & Locks                       1,089   0.1%        1,320   0.1%        1,205   0.1%        1,811   0.1%     
       Laundry/Housekeeping               2,657   0.1%        3,309   0.2%        4,120   0.2%        4,369   0.2%     
       Photo Copier                       1,662   0.1%        1,511   0.1%        1,576   0.1%          643   0.0%.    
       Micros Register                      814   0.0%        2,424   0.1%          334   0.0%        2,003   0.1%     
       Tools & Supplies                  10,192   0.5%       14,730   0.7%       13,636   0.6%       18,772   0.9%     
       Maintance and Repairs              3,102   0.1%        3,028   0.1%        1,297   0.1%        6,817   0.3%     
       Contract Labor Repair                  0   0.0%            0   0.0%        1,552   0.1%          731   0.0%     
                                        -------   ---       -------   ---       -------   ---       -------   ---      
          TOTAL REPAIRS & MAINTENANCE   119,141   5.5%      123,058   5.9%      120,926   5.3%      138,218   6.5%     
                                        -------   ---       -------   ---       -------   ---       -------   ---      
</TABLE>
 
                                                            For The
                                                        12 Months Ended
                                          1995              8-31-96
                                        (actual)    %       (actual)     %
   SUPPLIES
      Linen                                6,480    0.3%        3,047   0.1%
      Bathroom                            10,770    0.5%        8,378   0.4%
      Cleaning                            19,796    1.0%       18,407   0.9%
      Continental Breakfast                2,545    0.1%        2,869   0.1%
      Office                               3,923    0.2%        4,795   0.2%
      Operating                           20,252    1.0%       14,491   0.7%
      Replacements                         4,233    0.2%        3,052   0.1%
      Guest Amenity                        5,373    0.3%        5,801   0.3%
                                         -------    ---       -------   --- 
          TOTAL SUPPLIES                  73,372    3.6%       60,840   2.9%
                                         -------    ---       -------   --- 
    REPAIRS & MAINTENANCE
       Carpets, Draperies & Furniture        943    0.0%          846   0.0%
       Elevators                           2,689    0.1%        1,693   0.1%
       Landscaping                        38,660    1.9%       34,268   1.6%
       Painting & Wallpaper                1,730    0.1%        1,261   0.1%
       Pool                                9,319    0.5%        8,261   0.4%
       Telephone                           1,273    0.1%        1,561   0.1%
       TV Cable & Satellite               16,812    0.8%       15,364   0.7%
       Pest Control                        3,850    0.2%        3,816   0.2%
       Janitorial Services                     0    0.0%            0   0.0%
       Plumbing                            1,786    0.1%        1,468   0.1%
       Electrical                          1,497    0.1%        1,362   0.1%
       Heating Ventilation Cooling         3,151    0.2%        2,946   0.1%
       Sign                                2,150    0.1%        2,015   0.1%
       Keys & Locks                        1,021    0.1%        1,261   0.1%
       Laundry/Housekeeping                3,195    0.2%        3,901   0.2%
       Photo Copier                          482    0.0%          385   0.0%
       Micros Register                     1,518    0.1%        1,432   0.1%
       Tools & Supplies                    7,234    0.4%       11,217   0.5%
       Maintance and Repairs               6,070    0.3%        7,101   0.3%
       Contract Labor Repair               1,134    0.1%          652   0.0%
                                         -------    ---       -------   --- 
          TOTAL REPAIRS & MAINTENANCE    104,514    5.2%      100,810   4.8%
                                         -------    ---       -------   --- 
<PAGE>

SHILO INN - YUMA, ARIZONA (134 units)                                    PAGE 4
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)
FOR THE 12 MONTHS ENDED 8-31-96 (actual)

<TABLE>
<CAPTION>
                                                                                                                                    
                                                                                                                                    
                                          1991             . 1992               1993               1994               1995          
                                        (actual)    %      (actual)    %      (actual)    %       (actual)   %      (actual)    %   
   OTHER OPERATING EXPENSE
<S>                                       <C>      <C>        <C>     <C>        <C>     <C>       <C>      <C>       <C>      <C> 
      Sales/Use/Taxes                     12,108   0.6%       10,264  0.5%       7,909   0.3%      16,067   0.8%      18,102   0.9%
      Credit Card Discounts               50,276   2.3%       39,889  1.9%      40,419   1.8%      41,291   1.9%      38,069   1.9%
      Telecheck                            3,687   0.2%        1,410  0.1%       1,305   0.1%       1,906   0.1%       1,773   0.1%
      Bad Debts                            2,674   0.1%        1,284  0.1%       9,747   0.4%       8,561   0.4%       3,716   0.2%
      Cuh Over/Short                         461   0.0%           77  0.0%         442   0.0%       1,105   0.1%         586   0.0%
      Administrative Telephone             6,346   0.3%        5,874  0.3%       8,323   0.4%       6,974   0.3%       6,812   0.3%
      Security Services                        0   0.0%            0  0.0%           0   0.0%           0   0.0%           0   0.0%
      Camps                                    0   0.0%            0  0.0%           0   0.0%           0   0.0%           0   0.0%
      Coin-op Laundry Services               160   0.0%          214  0.0%         342   0.0%         305   0.0%         557   0.0%
      Dry Cleaning, Valet                  4,226   0.2%        6,065  0.3%       6,527   0.3%       4,059   0.2%       3,124   0.2%
      Flowers                                461   0.0%          174  0.0%       1,600   0.1%         145   0.0%          16   0.0%
      Video Rentals                          653   0.0%          711  0.0%         851   0.0%         834   0.0%         807   0.0%
      Vending Machine Maintenance             21   0.0%            1  0.0%          10   0.0%           0   0.0%           0   0.0%
      Bank Fees                              803   0.0%          998  0.0%       1,012   0.0%         597   0.0%         772   0.0%
      Equipment Rental                     3,670   0.2%        3,323  0.2%       5,032   0.2%       3,619   0.2%       3,279   0.2%
      Licenses and Miscellaneous Taxes       476   0.0%          675  0.0%        (987) -0.0%        (191) -0.0%         539   0.0%
      Vehicle Repair & Maintenance         2,148   0.1%        2,808  0.1%       2,328   0.1%       2,441   0.1%       2,650   0.1%
      Auto & Travel                        8,996   0.4%        3,825  0.2%       4,159   0.2%       2,497   0.1%       3,068   0.2%
      Business Meals                       2,307   0.1%          737  0.0%       1,496   0.1%       1,338   0.1%       1,090   0.1%
      Training/Seminars                      330   0.0%            0  0.0%           0   0.0%           0   0.0%           0   0.0%
      Staff Travel Telephone                  22   0.0%            0  0.0%       1,377   0.1%           0   0.0%           9   0.0%
      Theft Loss                               0   0.0%            0  0.0%           0   0.0%           0   0.0%           0   0.0%
      Insurance Settlement - Theft             0   0.0%            0  0.0%           0   0.0%           0   0.0%           0   0.0%
      Miscellaneous - Resale/Services      4,428   0.2%          963  0.0%       1,989   0.1%       2,161   0.1%       4,552   0.2%
      Attorney Fees                            0   0.0%            0  0.0%           0   0.0%           0   0.0%           0   0.0%
      Professional Fees                      752   0.0%          785  0.0%         830   0.0%         913   0.0%         639   0.0%
      Dues & Subscriptions                 3,224   0.1%        1,911  0.1%       1,046   0.0%         258   0.0%       1,746   0.1%
      Charitable Contributions                 0   0.0%            0  0.0%           0   0.0%           0   0.0%           0   0.0%
      Political Contributions                  0   0.0%            0  0.0%           0   0.0%           0   0.0%           0   0.0%
      Restaurant Expenses                      0   0.0%            0  0.0%      12,961   0.6%       1,796   0.1%         181   0.0%
                                       ---------------     --------------    ---------------   ----------------    ---------------
         TOTAL OTHER OPERATING EXPENSE   108,309   5.0%       81,988  3.9%     108,718   4.7%      96,676   4.6%      92,087   4.5% 
                                       ---------------     --------------    ---------------   ----------------    ---------------
            TOTAL OPERATING EXPENSE      957,393  44.0%      906,623 43.5%     927,951  40.4%     865,754  40.8%     891,531  44.0% 
                                       ---------------     --------------    ---------------   ----------------    ---------------
            TOTAL OPERATING INCOME     1,217,924  56.0%    1,179,925 56.5%   1,370,551  59.6%   1,255,146  59.2%   1,135,251  56.0% 
                                       ---------------     --------------    ---------------   ----------------    ---------------
OTHER EXPENSE
   Insurance                              13,458   0.6%      11,293   0.5%       7,556   0.3%      11,974   0.6%      11,000   0.5% 
   Insurance Claims                        1,500   0.1%       1,252   0.1%         789   0.0%           0   0.0%           0   0.0% 
   Property Tax                          127,071   5.8%     129,703   6.2%     125,770   5.5%     126,336   6.0%     145,336   1.2% 
   Office Overhead                       108,766   5.0%     104,327   5.0%     114,925   5.0%     106,045   5.0%     101,339   5.0% 
                                       ---------------     --------------    ---------------   ----------------    ---------------
     TOTAL OTHER EXPENSE                 250,795  11.5%     246,575  11.8%     249,040  10.8%     244,355  11.5%     257,675  12.7% 
                                       ---------------     --------------    ---------------   ----------------    ---------------
          NET OPERATING INCOME          $961,129  44.5%    $933,350  44.7%   $1,121,511 48.8%  $1,010,791  47.7%    $877,576  43.3% 
                                       ===============     ==============    ===============   ================    =============== 
</TABLE>


                                           For The
                                       12 Months Ended
                                           8-31-96
                                           (actual)    %
   OTHER OPERATING EXPENSE
      Sales/Use/Taxes                       16,252    0.8%
      Credit Card Discounts                 39,055    1.9%
      Telecheck                              1,296    0.1%
      Bad Debts                              4,122    0.2%
      Cuh Over/Short                           658    0.0%
      Administrative Telephone               6,596    0.3%
      Security Services                          0    0.0%
      Camps                                      0    0.0%
      Coin-op Laundry Services                 452    0.0%
      Dry Cleaning, Valet                    2,196    0.1%
      Flowers                                   25    0.0%
      Video Rentals                            469    0.0%
      Vending Machine Maintenance                0    0.0%
      Bank Fees                                745    0.0%
      Equipment Rental                       3,496    0.2%
      Licenses and Miscellaneous Taxes         631    0.0%
      Vehicle Repair & Maintenance           2,516    0.1%
      Auto & Travel                          2,964    0.1%
      Business Meals                         1,210    0.1%
      Training/Seminars                          0    0.0%
      Staff Travel Telephone                     0    0.0%
      Theft Loss                                 0    0.0%
      Insurance Settlement - Theft               0    0.0%
      Miscellaneous - Resale/Services        3,828    0.2%
      Attorney Fees                              0    0.0%
      Professional Fees                        412    0.0%
      Dues & Subscriptions                   1,208    0.1%
      Charitable Contributions                   0    0.0%
      Political Contributions                    0    0.0%
      Restaurant Expenses                      508    0.0%
                                         ---------------- 
         TOTAL OTHER OPERATING EXPENSE      88,639    4.2%
                                         ---------------- 
            TOTAL OPERATING EXPENSE        882,604   42.1%
                                         ---------------- 
            TOTAL OPERATING INCOME       1,212,635   57.9%
                                                   
OTHER EXPENSE                                      
   Insurance                                 8,505    0.4%
   Insurance Claims                              0    0.0%
   Property Tax                            148,193    7.1%
   Office Overhead                         104,762    5.0%
                                         ---------------- 
     TOTAL OTHER EXPENSE                   261,460   12.5%
                                         ---------------- 
          NET OPERATING INCOME           $ 951,175   45.4%
                                         ================ 

                                         Property under remodel
<PAGE>

- --------------------------------------------------------------------------------
                 -----------------------------------------------
                 RECONSTRUCTED INDUSTRY STANDARDS OPERATING DATA
                 ===============================================
                        TRENDS IN THE HOTEL INDUSTRY 1996
================================================================================

<TABLE>
<CAPTION>
                                     All Limited Service       Average for            Rate Group              Geographic Division
                                                                 Top 25%               Over $50                Mountain/Pacific
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>        <C>          <C>        <C>          <C>        <C>          <C>        <C>    
REVENUES                              % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room
                                      -------  -------------  -------  -------------  -------  -------------  -------  -------------
 Rooms                                  95.5%     $13,057       95.4%     $18,002       95.5%     $16,126       95.1%     $13,000
 Telephone                               2.4%        $331        2.4%        $449        2.4%        $406        2.3%        $313
 Other Income                            2.1%        $280        2.2%        $427        2.1%        $359        2.6%        $355
- ------------------------------------------------------------------------------------------------------------------------------------
Total Revenue                          100.0%     $13,668      100.0%     $18,878      100.0%     $16,891      100.0%     $13,668
                                                                                    
EXPENSES                                                                            
Departmental Expenses                                                               
 Rooms Department                       23.2%      $3,166       20.9%      $3,950       22.0%      $3,721       23.6%      $3,227
 Telephone                               1.5%        $206        1.4%        $256        1.4%        $235        1.4%        $186
Other Departments                        0.6%         $80        0.7%        $139        0.7%        $111        0.5%         $75
                                                                                    
Undistributed Operating Expenses                                                    
 Administrative & General                9.0%      $1,225        7.8%      $1,463        8.4%      $1,422        8.5%      $1,163
 Franchise Fees                          1.9%        $256        1.4%        $265        1.7%        $292        0.9%        $122
 Marketing                               3.7%        $510        3.7%        $691        4.0%        $669        3.9%        $530
 Property Operations & Maintenance       5.6%        $759        4.5%        $858        4.9%        $835        6.2%        $843
 Energy (Utilties)                       5.0%        $681        3.9%        $744        4.4%        $751        4.6%        $633
                                                                                    
Fixed Charges                                                                       
 Management                              2.8%        $380        3.2%        $597        2.9%        $484        3.1%        $430
 Property Tax & Other Charges            4.0%        $548        4.1%        $773        4.0%        $679        3.5%        $473
 Insurance                               1.1%        $147        1.1%        $203        1.1%        $178        1.2%        $159
- ------------------------------------------------------------------------------------------------------------------------------------
Total Expenses                          58.4%      $7,958       52.7%      $9,939       55.5%      $9,377       57.4%      $7,841

Net Income Before Reserves              41.6%      $5,710       47.3%      $8,939       44.5%      $7,514       42.6%      $5,827
                                                                                    
Percentage Occupancy                    66.9%                   78.1%                   73.5%                   66.8%
Average Daily Rate                     $51.15                  $63.13                  $60.14                  $53.28
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

================================================================================

LIMITED-SERVICE HOTELS
Performance in 1995
================================================================================

Since the proliferation of all the new limited-service chains in the mid-1980s,
this hotel segment has been viewed extremely favorably. For hotel guests, new
limited-service hotels offered a guest room that was frequently superior to
existing full-service hotels at one-half to two-thirds the price. For hotel
managers, the properties were simple to operate. For the hotel ownership and
financial community, limited-service properties represented high profit margins
with a lesser degree of financial risk.

After ten years of being the darling child of the industry, however, it appears
that limited-service hotels have not only matured in the marketplace, but are
beginning to show some signs of fatigue. For the first time since 1984, the
limited-service hotel segment achieved the lowest occupancy of any property type
surveyed in Trends in the Hotel Industry.

Realistically, all this means is that the limited-service hotel segment is not
enjoying the upside of the industry resurgence to the same degree as the other
types of hotels. Limited-service properties still achieved an aggregate
occupancy just shy of 70 percent, and their average room rates rose 5.9 percent,
second highest of all segments. In addition, an average operating profit margin
of 41.8 percent still make these properties the most fiscally efficient.

                             LIMITED-SERVICE HOTELS

                                   Market Mix

    [THE FOLLOWING TABLE WAS DEPICTED AS A PIE CHART IN THE PRINTED MATERIAL]

                              ----------------------
                               Convention      0.4%

                               Conference      1.9%

                               Other           0.5%

                               Business       45.8%

                               Tourists       51.4%
                              ----------------------

However, a degree of caution needs to be raised. The vast majority of new hotel
construction (measured in number of properties) is still occurring in this
segment. In several suburban markets in the United States, we have seen
localized pockets of overdevelopment causing significant declines in market
occupancies. This should not be construed as a blanket condemnation of all
limited-service hotel development, but it should be a warning to examine the
individual merits of each proposed project. Even with low development costs and
high profit margins, automatic success is not as sure as it has been in the
past. With increasing competition, time has proven that the need to maintain a
quality facility and offer good service is crucial in determining the success of
a limited-service operation.

================================================================================


74
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                                Figure Number 14
================================================================================

<TABLE>
<CAPTION>
                                                                                         Rate Groups
                                                                              ---------------------------------
                                                        All         Average                $35.00
                                                  Limited-Service     for       Under        to          Over
                                                       Hotels       Top 25%*    $35.00     $50.00       $50.00
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                95.5%        95.4%       94.4%      95.7%        95.5%
   Telephone                                             2.4          2.4         2.6        2.4          2.4
   Other Operated Departments                            0.8          0.9         1.3        0.7          0.8
   Rentals and Other Income                              1.2          1.3         1.6        1.2          1.3
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                23.2%        20.9%       28.3%      24.3%        22.0%
   Telephone                                             1.5          1.4         2.1        1.6          1.4
   Other Operated Departments                            0.6          0.7         0.6        0.5          0.7
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           25.3%        23.0%       31.0%      26.4%        24.1%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   74.7%        77.0%       69.0%      73.6%        75.9%

Undistributed Operating Expenses:**
   Administrative and General                            9.0%         7.8%       11.2%       9.5%         8.4%
   Franchise Fees                                        1.9          1.4         1.7        2.1          1.7
   Marketing and Guest Entertainment                     3.7          3.7         4.5        3.3          4.0
   Property Operation and Maintenance                    5.6          4.5        10.3        6.0          4.9
   Energy Costs                                          5.0          3.9         7.6        5.5          4.4
   Other Unallocated Operated Departments                --           --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       25.1%        21.3%       35.3%      26.5%        23.5%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          49.6%        55.7%       33.7%      47.1 %       52.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       2.8%         3.2%        3.1%       2.6%         2.9%
   Property Taxes and Other Municipal Charges            4.0          4.1         3.5        4.0          4.0
   Insurance on Buildings and Contents                   1.1          1.1         1.2        1.1          1.1
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     7.8%         8.3%        7.8%       7.7%         7.9%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    41.8%        47.3%       25.9%      39.4%        44.5%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                13.3%        11.7%       17.5%      14.2%        12.4%
   Payroll Taxes and Employee Benefits                   3.5          3.4         4.0        3.4          3.5
                                                  -------------------------------------------------------------
     Subtotal                                           16.8%        15.1%       21.5%      17.6%        15.9%
   Laundry, Linen, and Guest Supplies                    1.6          1.2         3.3        1.8          1.3
   Commissions and Reservation Expenses                  1.6          1.6         1.0        1.4          1.7
   Complimentary Food and/or Beverage Expenses           1.7          1.6         0.6        1.8          1.7
   All Other Expenses                                    2.7          2.5         3.6        2.7          2.6
                                                  -------------------------------------------------------------
     Total Rooms Expense                                24.4%        22.0%       30.0%      25.3%        23.2%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            75.6%        78.0%       70.0%      74.7%        76.8%
                                                  =============================================================
Percentage of Occupancy                                 69.9%        78.1%       64.3%      67.3%        73.5%
Average Daily Rate per Occupied Room                   $51.15       $63.13      $31.31     $44.34       $60.14
Average Size (Rooms)                                     107          111          98        100          116
</TABLE>

================================================================================

  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              75
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995
Ratios to Total Revenues
Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                        Geographic Divisions
                                                  -------------------------------------------------------------
                                                    New England                                        Mountain
                                                        and          North      South       South         and
                                                  Middle Atlantic   Central    Atlantic    Central      Pacific
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                94.3%        95.4%       94.8%      96.9%        95.1%
   Telephone                                             3.0          2.7         2.7        2.0          2.3
   Other Operated Departments                            1.5          0.4         1.2        0.3          0.9
   Rentals and Other Income                              1.2          1.5         1.3        0.7          1.7
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                26.6%        23.1%       22.6%      22.2%        23.6%
   Telephone                                             1.7          1.5         1.7        1.4          1.4
   Other Operated Departments                            1.3          0.3         0.9        0.3          0.5
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           29.6%        24.9%       25.2%      23.8%        25.5%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   70.4%        75.1%       74.8%      76.2%        74.5%

Undistributed Operating Expenses:**
   Administrative and General                           10.2%         8.7%        9.8%       8.4%         8.5%
   Franchise Fees                                        2.9          2.8         2.6        1.2          0.9
   Marketing and Guest Entertainment                     4.5          3.9         4.3        2.8          3.9
   Property Operation and Maintenance                    5.7          5.0         5.6        5.3          6.2
   Energy Costs                                          6.0          4.7         5.4        4.7          4.6
   Other Unallocated Operated Departments                0.1          --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       29.4%        25.1%       27.9%      22.3%        24.1%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          40.9%        50.0%       46.9%      53.8 %       50.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       3.5%         4.2%        2.9%       1.4%         3.1%
   Property Taxes and Other Municipal Charges            5.5          4.7         3.6        3.9          3.5
   Insurance on Buildings and Contents                   0.7          0.7         1.1        1.3          1.2
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     9.6%         9.6%        7.6%       6.6%         7.8%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    31.3%        40.4%       39.3%      47.2%        42.6%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                15.6%        13.6%       12.9%      12.3%        13.8%
   Payroll Taxes and Employee Benefits                   4.7          2.4         3.1        3.8          3.7
                                                  -------------------------------------------------------------
     Subtotal                                           20.3%        16.0%       16.0%      16.1%        17.5%
   Laundry, Linen, and Guest Supplies                    1.6          2.0         1.7        0.9          1.9
   Commissions and Reservation Expenses                  2.1          1.8         1.8        1.0          1.6
   Complimentary Food and/or Beverage Expenses           1.3          2.0         1.7        1.8          1.4
   All Other Expenses                                    3.0          2.4         2.6        3.0          2.4
                                                  -------------------------------------------------------------
     Total Rooms Expense                                28.3%        24.2%       23.8%      22.8%        24.8%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            71.7%        75.8%       76.2%      77.2%        75.2%
                                                  =============================================================
Percentage of Occupancy                                 69.0%        71.6%       70.9%      71.0%        66.8%
Average Daily Rate per Occupied Room                   $58.94       $49.83      $48.92     $49.93       $53.28
Average Size (Rooms)                                     116           80         123        122           96
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

76
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                    Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                      Property Size Classifications
                                                  -------------------------------------
                                                       Under        75 to        Over   
                                                        75           150         150   
                                                       Rooms        Rooms       Rooms
                                                  -------------------------------------
<S>                                                    <C>          <C>         <C>    
Revenues:
   Rooms                                                96.0%        95.9%       93.9% 
   Telephone                                             2.6          2.3         2.6  
   Other Operated Departments                            0.3          0.7         1.7  
   Rentals and Other Income                              1.1          1.1         1.9  
                                                  -------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0% 

Departmental Costs and Expenses:
   Rooms                                                22.1%        23.0%       24.5% 
   Telephone                                             1.6          1.5         1.6  
   Other Operated Departments                            0.2          0.5         1.2  
                                                  -------------------------------------
     Total Costs and Expenses                           23.8%        25.0%       27.3% 
                                                  -------------------------------------
   Total Operated Departmental Income                   76.2%        75.0%       72.7% 

Undistributed Operating Expenses:**
   Administrative and General                            8.3%         9.0%        9.3% 
   Franchise Fees                                        2.6          1.7         1.9  
   Marketing and Guest Entertainment                     3.7          3.6         4.3  
   Property Operation and Maintenance                    5.5          5.5         5.7  
   Energy Costs                                          4.6          5.0         5.2  
   Other Unallocated Operated Departments                --           --          --   
                                                  -------------------------------------
     Total Undistributed Expenses                       24.7%        24.9%       26.5% 
                                                  -------------------------------------
   Income before Fixed Charges                          51.5%        50.2%       46.2% 

Management Fees, Property Taxes, and Insurance:**
   Management Fees                                       6.2%         2.2%        2.5% 
   Property Taxes and Other Municipal Charges            3.8          4.0         4.1  
   Insurance on Buildings and Contents                   0.6          1.1         1.3  
                                                  -------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                    10.6%         7.3%        8.0% 
                                                  -------------------------------------
Income before Other Fixed Charges***                    40.9%        42.9%       38.2% 
                                                  =====================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0% 
Departmental Expenses:
   Salaries and Wages including Vacation                13.0%        13.1%       14.3% 
   Payroll Taxes and Employee Benefits                   2.1          3.5         4.3  
                                                  -------------------------------------
     Subtotal                                           15.1%        16.6%       18.6% 
   Laundry, Linen, and Guest Supplies                    2.6          1.4         1.5  
   Commissions and Reservation Expenses                  1.6          1.5         1.8  
   Complimentary Food and/or Beverage Expenses           1.6          1.8         1.1  
   All Other Expenses                                    2.1          2.7         3.1  
                                                  -------------------------------------
     Total Rooms Expense                                23.0%        24.0%       26.1% 
                                                  -------------------------------------
   Rooms Departmental Income                            77.0%        76.0%       73.9% 
                                                  =====================================
Percentage of Occupancy                                 69.0%        70.2%       69.9% 
Average Daily Rate per Occupied Room                   $47.93       $50.46      $56.90 
Average Size (Rooms)                                      54          118         186  
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              77
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15
================================================================================

<TABLE>
<CAPTION>
                                                    All Limited-Service              Average for
                                                           Hotels                      Top 25%*
                                                  -------------------------   ----------------------
                                                                  Compared                 Compared
                                                       1995       with 1994      1995      with 1994
                                                  --------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>    
Revenues:                                                                                           
   Rooms                                            $ 13,057          6.7%   $ 18,002          7.3% 
   Telephone                                             331          4.0         449          4.1  
   Other Operated Departments                            110          9.6         178        (12.0) 
   Rentals and Other Income                              170         17.4         249         30.1  
                                                  --------------------------------------------------
     Total Revenues                                 $ 13,669          6.8%   $ 18,878          7.2% 
                                                                                                    
Departmental Costs and Expenses:                                                                    
   Rooms                                            $  3,166          4.5%   $  3,950          3.4% 
   Telephone                                             206          7.3         256          9.0  
   Other Operated Departments                             80         34.5         139         27.9  
                                                  --------------------------------------------------
     Total Costs and Expenses                       $  3,452          5.2%   $  4,345          4.4% 
                                                  --------------------------------------------------
   Total Operated Departmental Income               $ 10,216          7.3%   $ 14,532          8.1% 
                                                                                                    
Undistributed Operating Expenses:**                                                                 
   Administrative and General                       $  1,225          8.4%   $  1,463          8.7% 
   Franchise Fees                                        256         10.7         265         (4.6) 
   Marketing and Guest Entertainment                     510          5.3         691          8.1  
   Property Operation and Maintenance                    759          5.8         858          3.4  
   Energy Costs                                          681         (3.2)        744         (3.5) 
   Other Unallocated Operated Departments                  3          N/C         --           --   
                                                  --------------------------------------------------
     Total Undistributed Expenses                   $  3,435          5.1%   $  4,021          4.1% 
                                                  --------------------------------------------------
   Income before Fixed Charges                      $  6,782          8.4%   $ 10,511          9.8% 
                                                                                                    
Management Fees, Property Taxes, and Insurance:**                                                   
   Management Fees                                  $    380        (24.0)%  $    597        (22.6)%
   Property Taxes and Other Municipal Charges            545          2.8         773          4.5  
   Insurance on Buildings and Contents                   147         (3.2)        203          6.6  
                                                  --------------------------------------------------
     Total Management Fees, Property Taxes,                                                         
       and Insurance                                $  1,072         (9.3)%  $  1,573         (7.5)%
                                                  --------------------------------------------------
Income before Other Fixed Charges***                $  5,710         12.5%   $  8,938         13.5% 
                                                  ==================================================
                                                                                                    
Rooms Department:                                                                                   
   Rooms Net Revenue                                $ 13,057          6.7%   $ 18,002          7.3% 
                                                                              
Departmental Expenses:                                                                              
   Salaries and Wages including Vacation            $  1,735          2.5%   $  2,107          1.5% 
   Payroll Taxes and Employee Benefits                   456         (2.2)        606         (1.1) 
                                                  --------------------------------------------------
     Subtotal                                       $  2,191          1.5%   $  2,713          0.9% 
   Laundry, Linen, and Guest Supplies                    203        (13.3)        211        (20.1) 
   Commissions and Reservation Expenses                  203          8.3         289          0.8  
   Complimentary Food and/or Beverage Expenses           219         12.7         287          6.7  
   All Other Expenses                                    350         38.1         450         45.0  
                                                  --------------------------------------------------
     Total Rooms Expense                            $  3,166          4.5%   $  3,950          3.4% 
                                                  --------------------------------------------------
   Rooms Departmental Income                        $  9,891          7.4%   $ 14,052          8.4% 
                                                  ==================================================
Percentage of Occupancy                                 69.9%         0.8%       78.1%         0.8% 
Average Daily Rate per Occupied Room                $   51.15         5.9%   $   63.13         6.4% 
Average Size (Rooms)                                     107         (0.2)%       111          0.1% 
</TABLE>

================================================================================

N/C - Data not comparable.
  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

78
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                                               Rate Groups
                                                  ---------------------------------------------------------------------------
                                                        Under $35.00           $35.00 to $50.00             Over $50.00
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>        <C>           <C>    
Revenues:                                                                                                                    
1  Rooms                                            $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
2  Telephone                                             206         (2.2)        277          3.3         406          5.0  
3  Other Operated Departments                            105          N/C          79         43.1         142         (7.0) 
4  Rentals and Other Income                              123        (10.8)        132         11.1         217         25.1  
                                                  ---------------------------------------------------------------------------
5    Total Revenues                                 $  7,788          3.8%   $ 11,384          7.0%   $ 16,891          6.8% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
6  Rooms                                            $  2,202          8.5%   $  2,766          5.0%   $  3,721          3.8% 
7  Telephone                                             166         (1.2)        184          6.6         235          8.8  
8  Other Operated Departments                             46         (1.2)         55          N/C         111         30.2  
                                                  ---------------------------------------------------------------------------
9    Total Costs and Expenses                       $  2,414          7.5%   $  3,005          5.7%   $  4,067          4.7% 
                                                  ---------------------------------------------------------------------------
10 Total Operated Departmental Income               $  5,374          2.2%   $  8,379          7.4%   $ 12,824          7.5% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
11 Administrative and General                       $    875          7.9%   $  1,084          7.5%   $  1,422          9.2% 
12 Franchise Fees                                        130          3.7         240         19.9         292          4.2 
13 Marketing and Guest Entertainment                     351         (0.3)        379          5.4         669          5.6  
14 Property Operation and Maintenance                    802         18.1         680          6.1         835          4.1  
15 Energy Costs                                          589         (9.3)        626         (3.7)        751         (2.1) 
16 Other Unallocated Operated Departments                 --          --            3          N/C           4          N/C  
                                                  ---------------------------------------------------------------------------
17   Total Undistributed Expenses                   $  2,748          5.0%   $  3,013          5.3%   $  3,972          4.9% 
                                                  ---------------------------------------------------------------------------
18 Income before Fixed Charges                      $  2,626         (0.6)%  $  5,366          8.7%   $  8,851          8.6% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
19 Management Fees                                  $    244          2.2%   $    300        (25.6)%  $    484        (24.4)%
20 Property Taxes and Other Municipal Charges            275        (10.2)        457          3.5         675          3.2  
21 Insurance on Buildings and Contents                    90        (21.9)        124         (6.4)        178          1.0  
                                                  ---------------------------------------------------------------------------
22   Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $    609         (7.7)%  $    881         (9.8)%  $  1,337         (9.1)%
                                                  ---------------------------------------------------------------------------
23 Income before Other Fixed Charges***             $  2,017          1.7%   $  4,485         13.3%   $  7,514         12.5% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
24 Rooms Net Revenue                                $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
                                                                                                                             
Departmental Expenses:                                                                                                       
25 Salaries and Wages including Vacation            $  1,285          4.9%   $  1,548          2.8%   $  1,995          2.0% 
26 Payroll Taxes and Employee Benefits                   296          6.6         369         (4.9)        568         (0.9) 
                                                  ---------------------------------------------------------------------------
27   Subtotal                                       $  1,581          5.3%   $  1,917          1.2%   $  2,563          1.4% 
28 Laundry, Linen, and Guest Supplies                    241         17.1         197         (7.9)        204        (21.5) 
29 Commissions and Reservation Expenses                   74         12.5         158         13.5         269          5.2  
30 Complimentary Food and/or Beverage Expenses            45         22.6         196         18.5         267          8.3  
31 All Other Expenses                                    261         18.8         298         35.3         417         42.2  
                                                  ---------------------------------------------------------------------------
32   Total Rooms Expense                            $  2,202          8.5%   $  2,766          5.1%   $  3,720          3.8% 
                                                  ---------------------------------------------------------------------------
33 Rooms Departmental Income                        $  5,151          1.6%   $  8,129          7.5%   $ 12,406          7.7% 
                                                  ===========================================================================
34 Percentage of Occupancy                              64.3%         2.2%       67.3%         1.1%       73.5%         0.3% 
35 Average Daily Rate per Occupied Room             $   31.31         1.3%   $   44.34         5.7%   $   60.14         6.4% 
36 Average Size (Rooms)                                   98         (0.6)%       100         (0.2)%       116         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              79
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                         Geographic Divisions
   -----------------------------------------------------------------------------------------------------------------------------
         New England                   North                    South                    South                  Mountain
     and Middle Atlantic              Central                  Atlantic                 Central                and Pacific    
   -------------------------  -----------------------  -----------------------  -----------------------  -----------------------
                   Compared                 Compared                 Compared                 Compared                 Compared 
        1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994
   -----------------------------------------------------------------------------------------------------------------------------
<S>  <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>    
                                                                                                                                
1    $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
2         465          0.1         369          8.1         355         13.6         270         (1.9)        313          0.1  
3         240         34.0          58         36.6         166         33.3          46         (0.2)        122        (21.2) 
4         191         16.7         200         20.3         178         15.9          95          5.0         233         24.8  
   -----------------------------------------------------------------------------------------------------------------------------
5    $ 15,747          6.6%   $ 13,645          6.9%   $ 13,350         11.5%   $ 13,354          4.0%   $ 13,668          5.8% 
                                                                                                                                
                                                                                                                                
6    $  4,191          5.1%   $  3,148          4.8%   $  3,019          6.8%   $  2,958          3.1%   $  3,227          3.8% 
7         264         (5.3)        204          1.6         230          8.2         188         15.3         186          8.2  
8         209         46.4          42          N/C         118         33.4          38          N/C          75          9.6  
   -----------------------------------------------------------------------------------------------------------------------------
9    $  4,664          5.8%   $  3,394          5.1%   $  3,367          7.6%   $  3,185          4.1%   $  3,488          4.2% 
   -----------------------------------------------------------------------------------------------------------------------------
10   $ 11,083          6.9%   $ 10,252          7.5%   $  9,984         12.9%   $ 10,169          4.0%   $ 10,180          6.3% 
                                                                                                                                
                                                                                                                                
11   $  1,611          8.0%   $  1,187          5.6%   $  1,311         10.7%   $  1,118         10.4%   $  1,163          5.8% 
12        463          4.3         384          6.8         353         12.8         160         10.7         122         24.0  
13        715        (13.0)        537         10.0         575          4.2         372         13.8         530          7.3  
14        894          3.6         679         (0.3)        754          8.2         702          2.7         843         11.7  
15        945         (0.2)        645         (1.9)        725          1.2         627         (3.5)        633         (9.7) 
16          8        (40.1)        --           --            6          --            4          --          --           --   
   -----------------------------------------------------------------------------------------------------------------------------
17   $  4,636          1.2%   $  3,432          3.7%   $  3,724          7.6%   $  2,983          5.9%   $  3,290          4.6% 
   -----------------------------------------------------------------------------------------------------------------------------
18   $  6,447         11.5%   $  6,820          9.6%   $  6,260         16.4%   $  7,186          3.2%   $  6,889          7.1% 
                                                                                                                                
                                                                                                                                
19   $    544         15.2%   $    569         (3.5)%  $    387         (8.4)%  $    192          N/C    $    430        (20.4)%
20        863         15.3         640          2.6         476          0.3         518          0.3%        473          2.1  
21        107        (39.2)         98        (13.6)        146         (6.4)        174         22.2         159         (9.4) 
   -----------------------------------------------------------------------------------------------------------------------------
22   $  1,514          8.4%   $  1,307         (1.5)%  $  1,009         (4.1)%  $    884        (23.3)%  $  1,062         (9.9)%
   -----------------------------------------------------------------------------------------------------------------------------
23   $  4,933         12.4%   $  5,513         12.6%   $  5,251         21.3%   $  6,302          8.4%   $  5,828         11.0% 
   =============================================================================================================================
                                                                                                                                
                                                                                                                                
24   $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
                                                                                                                                
                                                                                                                                
25   $  2,317          2.8%   $  1,770          5.8%   $  1,637          3.0%   $  1,590          0.6%   $  1,790          2.1% 
26        693          6.8         317        (12.3)        397          1.6         488         (3.2)        480         (3.0) 
   -----------------------------------------------------------------------------------------------------------------------------
27   $  3,010          3.7%   $  2,087          2.6%   $  2,034          2.7%   $  2,078         (0.4)%  $  2,270          1.0% 
28        237         (8.1)        260          2.9         215        (12.2)        120        (38.7)        247         (2.0) 
29        306         (4.2)        234          1.0         224         15.9         136          8.3         211         14.2  
30        199         48.4         260          8.6         211         24.8         234          4.2         187          8.5  
31        440         18.1         307         25.7         334         39.6         389          N/C         311         24.3  
   -----------------------------------------------------------------------------------------------------------------------------
32   $  4,192          5.1%   $  3,148          4.8%   $  3,018          6.8%   $  2,957          3.0%   $  3,226          3.8% 
   -----------------------------------------------------------------------------------------------------------------------------
33   $ 10,659          6.8%   $  9,870          7.2%   $  9,633         12.6%   $  9,986          4.5%   $  9,774          6.7% 
   =============================================================================================================================
27       69.0%         1.3%       71.6%         0.2%       70.9%         3.7%       71.0%        (1.2)%      66.8%         0.6% 
28   $   58.94         5.0%   $   49.83         6.4%   $   48.92         7.2%   $   49.93         5.4%   $   53.28         5.3% 
29        116         (1.0)%        80          --          123         (0.2)%       122         (0.3)%        96         (0.1)%
</TABLE>

================================================================================

                                                                     (Continued)

80
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                         Property Size Classifications
                                                  ---------------------------------------------------------------------------
                                                             Under                  75 to 150                   Over
                                                           75 Rooms                   Rooms                  150 Rooms
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                 <C>             <C>      <C>             <C>      <C>            <C>    
Revenues:                                                                                                                    
   Rooms                                            $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
   Telephone                                             330         10.5         316          3.2         399          2.6  
   Other Operated Departments                             38         (7.5)         89          2.7         259         24.9  
   Rentals and Other Income                              137         42.5         150         19.3         286          5.8  
                                                  ---------------------------------------------------------------------------
     Total Revenues                                 $ 12,577          5.5%   $ 13,486          6.9%   $ 15,394          7.3% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
   Rooms                                            $  2,779          2.7%   $  3,103          5.1%   $  3,770          3.9% 
   Telephone                                             195         (0.2)        199          9.3         246          6.0  
   Other Operated Departments                             25         28.6          65          N/C         191         16.2  
                                                  ---------------------------------------------------------------------------
     Total Costs and Expenses                       $  2,999          2.7%   $  3,368          5.9%   $  4,206          4.6% 
                                                  ---------------------------------------------------------------------------
   Total Operated Departmental Income               $  9,578          6.4%   $ 10,118          7.2%   $ 11,187          8.4% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
   Administrative and General                       $  1,038          6.4%   $  1,213          8.8%   $  1,437          8.3% 
   Franchise Fees                                        332         10.1         232         14.5         297         (0.2)
   Marketing and Guest Entertainment                     465         (0.7)        485          7.8         656          1.6  
   Property Operation and Maintenance                    692          7.3         745          5.6         878          5.5  
   Energy Costs                                          576        (10.7)        673         (2.9)        803          0.8  
   Other Unallocated Operated Departments                 --          N/C           4          N/C           4          --   
                                                  ---------------------------------------------------------------------------
     Total Undistributed Expenses                   $  3,102          2.2%   $  3,352          5.8%   $  4,075          4.5% 
                                                  ---------------------------------------------------------------------------
   Income before Fixed Charges                      $  6,476          8.5%   $  6,766          7.8%   $  7,112         10.7% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
   Management Fees                                  $    775          6.5%   $    299        (33.3)%  $    388        (26.8)%
   Property Taxes and Other Municipal Charges            473          0.1         539          3.0         634          4.0  
   Insurance on Buildings and Contents                    81        (40.5)        146         (1.2)        206         14.1  
                                                  ---------------------------------------------------------------------------
     Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $  1,330         (0.6)%  $    984        (12.1)%  $  1,228         (7.0)%
                                                  ---------------------------------------------------------------------------
   Income before Other Fixed Charges***             $  5,146         11.1%   $  5,782         12.2%   $  5,884         15.3% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
   Rooms Net Revenue                                $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
                                                                                                                             
Departmental Expenses:                                                                                                       
   Salaries and Wages including Vacation            $  1,572          3.0%   $  1,691          2.7%   $  2,066          1.6% 
   Payroll Taxes and Employee Benefits                   254        (14.3)        458         (2.3)        618          3.4  
                                                  ---------------------------------------------------------------------------
     Subtotal $                                     $  1,826          0.2%   $  2,149          1.5%   $  2,684          2.0% 
   Laundry, Linen, and Guest Supplies                    320         21.1         176        (20.7)        217        (16.4) 
   Commissions and Reservation Expenses                  192         12.2         191         10.9         264         (1.1) 
   Complimentary Food and/or Beverage Expenses           194          9.9         237         13.6         163          9.8  
   All Other Expenses                                    247         (8.8)        349         49.1         442         37.8  
                                                  ---------------------------------------------------------------------------
     Total Rooms Expense                            $  2,779          2.7%   $  3,102          5.0%   $  3,770          3.9% 
                                                  ---------------------------------------------------------------------------
   Rooms Departmental Income                        $  9,293          5.8%   $  9,829          7.4%   $ 10,680          8.4% 
                                                  ===========================================================================
   Percentage of Occupancy                              69.0%         0.1%       70.2%         0.7%       69.6%         1.8% 
   Average Daily Rate per Occupied Room             $   47.93         5.0%   $   50.46         6.2%   $   56.90         5.3% 
   Average Size (Rooms)                                   54         (0.1)%       118         (0.2)%       186         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              81
<PAGE>

                                                                      ----------
                                                                       SPECIAL
                                                                      SUPPLEMENT
                                                                      ----------

================================================================================
TRENDS IN THE HOTEL INDUSTRY
United States Cities 1995 and 1996 Projections
================================================================================

<TABLE>
<CAPTION>
                                         Occupancy                    Average Daily Rate
                                ---------------------------------------------------------------
                                 1994     1995        1996       1994       1995        1996
                                Actual  Estimated   Projected   Actual    Estimated   Projected
                                ---------------------------------------------------------------
<S>                              <C>       <C>         <C>      <C>        <C>         <C>   
South Central Cities
   Austin, TX                    74.4%     76.0%       75.0%    $63.13     $65.50      $68.00
   Baton Rouge, LA               66.4      67.0        67.0      49.78      51.75       54.00
   Birmingham, AL                68.4      68.6        69.0      57.00      59.75       60.75
   Corpus Christi, TX            63.7      67.0        66.0      53.45      55.00       57.00
   Dallas/Fort Worth, TX         68.5      70.0        70.0      72.31      76.00       79.00
   El Paso, TX                   72.8      72.5        73.0      43.76      44.50       46.00
   Houston, TX                   64.3      64.0        65.0      67.32      71.00       74.00
   Jackson, MS                   65.6      65.0        67.0      48.90      49.20       51.00
   Knoxville, TN                 63.4      64.7        65.7      55.38      56.49       57.25
   Little Rock, AR               64.4      61.0        61.5      45.32      48.25       49.00
   Memphis, TN                   70.8      71.0        73.0      63.05      65.95       66.75
   Nashville, TN                 78.0      82.8        84.0      93.32      97.62       99.00
   New Orleans, LA               73.4      73.5        75.0      89.61      92.75       95.00
   Oklahoma City, OK             62.0      66.3        67.5      46.47      49.21       51.00
   San Antonio, TX               71.5      71.0        72.0      69.79      71.75       74.00
   Tulsa, OK                     58.8      59.2        61.0      56.79      58.54       59.00
                               -----------------       ---------------     ------------------
             Subtotal            68.6%     69.3%       70.0%    $69.56     $72.66      $75.28

Mountain and Pacific Cities

   Albuquerque, NM               73.4%     71.3%       73.0%    $63.28     $67.24      $68.00
   Billings, MT                  60.2      60.4        62.0      48.58      49.35       52.00
   Boise, ID                     75.5      75.0        75.0      58.00      62.00       64.00
   Colorado Springs, CO          69.3      69.7        71.2      59.31      62.33       63.75
   Denver, CO                    72.0      74.0        75.0      64.42      69.72       71.00
   Great Falls, MT               60.0      65.2        66.0      48.29      48.02       50.00
   Honolulu, HI                  81.1      80.2        80.5      98.82     105.00      110.00
   Los Angeles, CA               66.3      67.0        68.0      83.05      85.00       88.00
   Orange County, CA             65.5      69.0        70.0      76.50      77.34       80.24
   Phoenix, AZ                   71.4      72.9        73.0      90.13      99.34      100.00
   Portland, OR                  75.0      77.0        75.0      85.00      89.00       92.00
   Sacramento, CA                71.3      70.9        72.0      70.09      74.88       77.00
   Salt Lake City, UT            79.7      78.9        80.0      58.44      62.28       64.75
   San Diego County, CA          67.1      70.0        71.0      77.71      81.00       84.00
   San Francisco, CA             70.1      73.8        75.7     105.92     108.68      112.50
   Santa Fe, NM                  71.2      70.5        71.5     109.21     108.45      109.75
   Scottsdale, AZ                70.9      72.8        73.0     112.76     121.21      123.50
   Seattle, WA                   75.5      77.0        78.0     100.00     104.00      107.00
   Tucson, AZ                    69.2      71.6        72.0      74.25      78.68       79.00

             Subtotal            71.2%     72.5%       73.2%    $84.25     $88.41      $91.19
                               -----------------       ---------------     ------------------
             Total Cities        70.1%     71.3%       72.1%    $83.65     $87.51      $90.64
                               -----------------       ---------------     ------------------
             National Average*   68.9%     70.2%       71.2%    $81.68     $85.24      $88.10
</TABLE>

================================================================================

* Average property size: 210 rooms.


                                                                              15
<PAGE>

                              SMITH TRAVEL RESEARCH
                     HOTEL OPERATING STATISTICS 1996 REPORT
================================================================================

LIMITED-SERVICE HIGHLIGHTS

o     Limited-service hotels showed strong profitability improvement from 14.6
      percent of total revenue in 1994 to 23.0 percent in 1995.

o     Sample Characteristics:

        -   Sample comprised of 1,410 limited-service hotels.

        -   Occupancy was slightly lower at 72.7 percent...highest occupancies
            were in Southeast states.

        -   Room Rates increased 1.4 percent to $55.18...highest ADR's were in
            Middle Atlantic (New York) and Pacific (Hawaii) regions.

        -   RevPAR improved to $40.12.

o     Gross operating profit (GOP) (before management fees) improved from 45.2
      percent in 1994 to 46.6 percent in 1995...GOP was above 44 percent across
      all census regions except New England.

o     Higher priced properties generally reported higher GOP and pre-tax income.

o     Total fixed charges (including property taxes and insurance) decreased
      12.5 percent from $3,530 per available room in 1994 to $3,087 in
      1995...fixed charges were highest in Mountain and Pacific regions.

o     Payroll and related expenses, as a ratio to sales, were higher for West
      South Central and Pacific region properties...highest labor expense per
      available room was in Pacific region (Hawaii).

o     Expressed as an amount per available room, limited-service profits
      improved over 12 percent from $3,091 per room in 1994 to $3,474 in 1995
      due to GOP enhancements and reduced fixed charges.

o     Properties in the Central regions reported the highest pre-tax income
      ranging from 22.8 percent to 29.4 of total revenue, while properties in
      New England reported the lowest pre-tax income at 13.0 percent of total
      revenue.

o     Chain-Affiliated properties, with pre-tax income of 23.8 percent, were
      more profitable than the reporting Independent properties at 10.4 percent.


24
<PAGE>

Limited-Service Hotels--Statements of Operating Income & Expenses - 1995

<TABLE>
<CAPTION>
- --------------------------------     -----------------------------------------------------------------------------------------------
                                                                             Geographic Region
- --------------------------------     -----------------------------------------------------------------------------------------------
Ratios to Sales                          New     Middle     South   East North  East South  West North  West South
                                       England  Atlantic  Atlantic    Central     Central     Central     Central  Mountain  Pacific
<S>                                    <C>       <C>       <C>        <C>         <C>          <C>        <C>        <C>      <C>   
Occupancy                               66.1%     70.8%     75.0%      73.4%       74.7%        72.4%      72.3%      73.3%    68.7%
Average Size of Property (Rooms)         105       112       125        114         114          123        127        124      133
Average Rate                           $52.95    $60.23    $52.66     $53.88      $51.96       $54.46     $53.65     $58.05   $62.93

REVENUE
  Rooms                                 95.1%     95.7%     95.7%      95.9%       96.1%        95.7%      95.3%      95.1%    94.2%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Other Food & Beverage                   .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                              2.3       2.3       2.2        2.2         1.8          2.0        1.1        1.6      2.5
  Minor Operated Departments              .6       1.1        .9        1.2          .8          1.1         .5        1.0      1.3
  Rentals & Other Income                 2.0        .9       1.3         .7         1.3          1.3        3.1        2.2      2.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Revenue                        100.0%    100.0%    100.0%     100.0%      100.0%       100.0%     100.0%     100.0%   100.0%

DEPARTMENTAL EXPENSES
  Rooms                                 25.0%     24.9%     25.5%      23.6%       25.7%        27.1%      28.5%      27.2%    28.3%
  Food & Beverage                         .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                             79.4      72.5      96.4       72.7        97.1         86.5       72.2       68.5     59.4
  Other Departmental Expenses             .9        .6        .5         .5          .7           .5         .6         .8      1.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Expenses           26.5%     26.1%     27.0%      24.7%       27.1%        28.1%      28.6%      27.8%    29.2%
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Profit             73.5%     73.9%     73.0%      75.3%       72.9%        71.9%      71.4%      72.2%    70.8%

UNDISTRIBUTED OPERATING EXPENSES
  Administrative & General              12.1%     10.9%     10.0%       9.7%        9.2%         9.4%       8.3%       8.6%     9.4%
  Marketing                              3.7       3.8       4.7        4.6         4.4          5.0        3.5        4.2      4.9
  Franchise Fee                          2.8       2.5       2.0        2.0         2.1          2.0         .9        2.0      1.7
  Energy                                 7.0       6.4       5.7        5.0         4.9          4.6        4.7        4.7      5.0
  Property Operation & Maintenance       5.8       5.2       5.7        5.6         4.8          5.4        3.8        4.6      5.2
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Undistributed Operating
   Expenses                             31.3%     28.8%     28.1%      26.8%       25.5%        26.4%      21.2%      24.0%    26.0%

  GROSS OPERATING PROFIT                42.2%     45.1%     44.9%      48.5%       47.4%        45.5%      50.2%      48.2%    44.8%

  Management Fees                        2.3%      2.4%      3.2%       2.7%        3.2%         2.5%       3.9%       3.0%     2.8%
- ------------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE FIXED CHARGES*            39.9%     42.7%     41.7%      45.8%       44.2%        43.0%      46.3%      45.2%    42.0%
  Property Taxes                         4.5%      5.2%      3.1%       4.3%        2.6%         4.4%       3.8%       3.4%     3.2%
  Insurance                               .9        .9       1.0         .9         1.0          1.0        1.1        1.0      1.4
  Reserve For Replacement                 .3       1.1       1.1         .1          .2           .3         .1         .5       .6
- ------------------------------------------------------------------------------------------------------------------------------------
AMOUNT AVAILABLE FOR DEBT SERVICE
& OTHER FIXED CHARGES                   34.2%     35.5%     36.5%      40.5%       40.4%        37.3%      41.3%      40.3%    36.8%

Total Fixed Charges* (Including
  Property Taxes & Insurance)           26.9%     25.5%     19.3%      19.5%       14.8%        20.2%      18.0%      23.5%    24.9%
- ------------------------------------------------------------------------------------------------------------------------------------
Pre-Tax Income (Loss)                   13.0%     17.2%     22.4%      26.3%       29.4%        22.8%      28.3%      21.7%    17.1%
====================================================================================================================================
PAYROLL & RELATED EXPENSES
  Rooms                                 17.7%     18.2%     16.9%      15.7%       16.1%        17.7%      19.8%      17.0%    18.7%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                               .0       1.3        .7         .2          .0           .0         .0         .6       .6
  Other Operated Departments              .2        .3        .1         .1          .1           .2         .1         .2       .2
  Administrative & General               4.3       4.3       4.5        4.2         4.0          4.1        4.0        4.4      5.0
  Marketing                              1.7       1.3       1.7        1.6         1.2          1.8        1.9        1.6      1.8
  Property Operations & Maintenance      2.6       2.1       2.5        2.4         2.3          2.3        2.6        2.4      2.6
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Payroll & Related Expenses      25.6%     25.5%     25.0%      23.4%       23.1%        25.3%      27.5%      24.8%    27.2%
</TABLE>

* Total Fixed Charges does not include deductions for Replacements; but does
  include Depreciation and Amortization, Interest, Rent and Equipment Leases.

Expense ratios to sales for departmental expenses are based on their respective
departmental revenues. All other expenses are based on total revenue. Totals may
not add due to rounding.


26
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------   --------------------------------------  ---------------------------
                 Location                                     Price Category                        Size
- ----------------------------------------------   --------------------------------------  ---------------------------
                                                                                         Under 75  75-125   Over 125
 Urban   Suburban   Airport   Highway   Resort   Upscale   Mid-Price   Economy   Budget    Rooms    Rooms     Rooms
<S>       <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>      <C>      <C>       <C>   
 73.2%     73.6%     74.4%     71.3%     70.8%     76.5%     72.4%      71.9%     69.1%    68.4%    73.1%     73.4%
  150       125       134       109       172       133       123        115       109       57      108       159
$70.88    $58.55    $53.02    $49.40    $61.51    $74.44    $54.25     $47.67    $39.99   $52.05   $51.89    $61.05

 94.2%     95.3%     95.3%     96.1%     92.9%     95.1%     95.0%      96.0%     96.3%    96.2%    95.8%     94.8%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.1       2.3       1.8       1.7       2.0       2.5       1.7        1.8       2.1      2.2      1.9       2.1
  1.4       1.2        .7        .6       1.3       1.6       1.0         .6        .5       .6       .8       1.2
  2.2       1.3       2.2       1.6       3.8        .8       2.3        1.6       1.1       .9      1.4       1.9
- --------------------------------------------------------------------------------------------------------------------
100.0%    100.0%    100.0%    100.0%    100.0%    100.0%    100.0%     100.0%    100.0%   100.0%   100.0%    100.0%

 27.3%     25.4%     28.5%     25.9%     28.8%     23.5%     26.9%      26.6%     26.9%    26.2%    25.5%      6.7%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
132.0      68.3      74.3      88.3      86.4      73.8      68.4       91.2      92.9     83.1     83.0      75.2
  1.0        .8        .5        .4       1.4       1.0        .8         .5        .3       .4       .5        .9
- --------------------------------------------------------------------------------------------------------------------
 29.5%     26.6%     29.0%     26.8%     29.9%     25.2%     27.5%      27.7%     28.2%    27.5%    26.5%     27.8%
- --------------------------------------------------------------------------------------------------------------------
 70.5%     73.4%     71.0%     73.2%     70.1%     74.8%     72.5%      72.3%     71.8%    72.5%    73.5%     72.2%

  9.4%      9.6%      9.4%      9.7%     10.6%      9.2%      9.1%       9.8%     10.9%    13.1%     9.3%      9.1%
  4.7       4.9       4.1       3.8       6.3       5.7       4.2        3.8       3.6      3.7      4.4       4.6
  1.5       2.2       1.7       1.6       1.4       2.1       2.2        1.2       1.9      3.5      1.7       1.7
  4.9       5.2       5.0       5.5       5.3       4.5       4.8        5.4       7.2      6.3      5.2       5.1
  5.2       5.0       4.3       5.6       5.1       4.6       4.2        5.5       7.4      5.2      5.5       4.7
- --------------------------------------------------------------------------------------------------------------------
 25.8%     26.8%     24.5%     26.2%     28.7%     26.1%     24.5%      25.8%     30.9%    31.8%    26.1%     25.2%

 44.7%     46.6%     46.5%     47.0%     41.4%     48.7%     48.0%       6.5%      0.9%    40.7%    47.4%     47.0%

  3.3%      3.2%      3.4%      2.7%      3.2%      2.8%      3.8%       2.6%      2.2%     3.4%     2.6%     $3.5%
- --------------------------------------------------------------------------------------------------------------------
 41.4%     43.4%     43.1%     44.3%     38.2%     45.9%     44.2%      43.9%     38.7%    37.3%    44.8%     43.5%

  3.9%      3.7%      4.1%      3.6%      2.1%      3.4%      3.4%       3.9%      4.2%     3.7%     3.6%      3.9%
  1.1       1.0       1.0       1.1       1.2       1.0       1.1        1.0       1.1      1.5      1.0       1.0
   .7        .5        .2        .6        .6        .2        .0         .5       1.2      1.5       .5        .4
- --------------------------------------------------------------------------------------------------------------------
 35.7%     38.2%     37.8%     39.0%     34.3%     41.3%     39.3%      38.5%     32.2%    30.6%    39.7%     38.2%

 17.6%     22.3%     18.2%     19.8%     20.6%     18.4%     21.7%      19.7%     22.0%    33.3%    18.2%     20.4%
- --------------------------------------------------------------------------------------------------------------------
 23.8%     21.1%     24.9%     24.5%     17.6%     27.5%     22.5%      24.2%     16.7%     4.0%    26.6%     23.1%
====================================================================================================================

 17.9%     15.7%     19.7%     18.7%     19.7%     11.9%     18.1%      19.7%     20.8%    18.3%    17.4%     17.2%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.8        .1        .3        .4       5.6        .3        .4        1.2        .0       .0       .3        .9
   .3        .1        .0        .2        .4        .1        .1         .4        .7       .1       .1        .2
  4.0       4.2       4.1       4.6       5.2       3.8       4.0        4.8       4.8      4.9      4.3       4.2
  1.9       1.5       1.9       1.6       3.0       1.5       1.2        2.2       1.7       .3      1.7       2.0
  2.5       2.3       2.4       2.5       2.6       2.1       2.2        2.5       2.8      2.0      2.4       2.5
- --------------------------------------------------------------------------------------------------------------------
 25.6%     23.1%     27.2%     26.9%     29.6%     18.8%     24.7%      28.8%     30.0%    24.9%    25.2%     25.2%
</TABLE>


                                                                              27
<PAGE>

                                Arizona West Area

                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                          OCCUPANCY                        ROOM RATE                          ROOM SUPPLY                          
                          --------------------------       ---------------------------        --------------------------------     
                          CURRENT    PRIOR      %          CURRENT    PRIOR       %           CURRENT       PRIOR        %         
YEAR   MONTH              YEAR       YEAR       CHNG       YEAR       YEAR        CHNG        YEAR          YEAR         CHNG      
- ----   -------------      -------    ------    -----       --------   -------    -----        ----------    ----------   -----     
<S>    <C>                <C>         <C>        <C>        <C>        <C>         <C>            <C>           <C>       <C>      
1992   January            56.8        55.0       3.3        39.23      38.68       1.4            185597        177320    4.7      
1992   February           71.1        70.0       1.6        41.99      41.98        .0            170996        160160    6.8      
1992   March              67.4        70.3      -4.1        41.80      42.28      -1.1            189317        177320    6.8      
1992   April              61.5        61.5        .0        41.96      40.69       3.1            183210        171600    6.8      
1992   May                57.1        57.7      -1.0        44.80      44.06       1.7            189317        180048    5.1      
1992   June               55.5        59.8      -7.2        41.72      42.42      -1.7            183210        177690    3.1      
1992   July               59.9        59.2       1.2        46.98      43.88       7.1            189317        183613    3.1      
1992   August             56.5        63.9     -11.6        42.62      44.19      -3.6            189317        183613    3.1      
1992   September          53.9        59.8      -9.9        43.28      40.91       5.8            183210        179610    2.0      
1992   October            56.9        63.3     -10.1        40.74      40.18       1.4            189317        185597    2.0      
1992   November           50.1        56.5     -11.3        35.45      35.90      -1.3            183210        179610    2.0      
1992   December           42.8        46.3      -7.6        33.42      34.34      -2.7            189317        185597    2.0      
                          ----        ----       ---        -----      -----       ---           -------       -------    ---      

       TOTAL 1992         57.4        60.1      -4.5        41.43      40.98       1.1           2225335       2141778    3.9      
      
       ROOM SAMPLE PERCENT - 40.3 %                  Number of Sample Properties -  24     Number of Census Properties -   82
      
1993   January            51.1        56.8     -10.0        35.55      39.23      -9.4            190464         185597   2.6      
1993   February           70.3        71.1      -1.1        41.27      41.99      -1.7            172032         170996    .6      
1993   March              72.6        67.4       7.7        42.81      41.80       2.4            190464         189317    .6      
1993   April              72.5        61.5      17.9        41.01      41.96      -2.3            184320         183210    .6      
1993   May                61.7        57.1       8.1        42.69      44.80      -4.7            191921         189317   1.4      
1993   June               61.4        55.5      10.6        41.53      41.72       -.5            185730         183210   1.4      
1993   July               62.5        59.9       4.3        43.64      46.98      -7.1            191921         189317   1.4      
1993   August             62.5        56.5      10.6        42.57      42.62       -.1            191921         189317   1.4      
1993   September          61.8        53.9      14.7        41.69      43.28      -3.7            185730         183210   1.4      
1993   October            63.1        56.9      10.9        41.37      40.74       1.5            191921         189317   1.4      
1993   November           54.0        50.1       7.8        37.32      35.45       5.3            185730         183210   1.4      
1993   December           48.0        42.8      12.1        35.78      33.42       7.1            191921         189317   1.4      
                          ----        ----       ---        -----      -----       ---           -------       -------    ---      

       TOTAL 1993         61.7        57.4       7.5        40.85      41.43      -1.4           2254075       2225335    1.3      
       ROOM SAMPLE PERCENT - 39.6 %                  Number of Sample Properties -  24      Number of Census Properties -  84
</TABLE>


<TABLE>
<CAPTION>
                          ROOM DEMAND                                ROOM REVENUE
                          ----------------------------------         ------------------------------------
                          CURRENT       PRIOR           %            CURRENT         PRIOR           %
YEAR   MONTH              YEAR          YEAR            CHNG         YEAR            YEAR            CHNG
- ----   -------------      ----------    -----------    -----         -------------   -------------- -----
<S>    <C>                    <C>             <C>       <C>                <C>              <C>       <C>
1992   January                105412          97528     8.1                4135666          3772267   9.6
1992   February               121512         112070     8.4                5102878          4704434   8.5
1992   March                  127576         124723     2.3                5332373          5273120   1.1
1992   April                  112668         105527     6.8                4727841          4294126  10.1
1992   May                    108061         103819     4.1                4840957          4573839   5.8
1992   June                   101616         106233     4.3                4239017          4506433  -5.9
1992   July                   113392         108670     4.3                5326830          4768612  11.7
1992   August                 106965         117266    -8.8                4559132          5182028 -12.0
1992   September               98727         107339    -8.0                4272765          4391087  -2.7
1992   October                107664         117533    -8.4                4386210          4721962  -7.1
1992   November                91858         101506    -9.5                3256326          3643710 -10.6
1992   December                81097          85900    -5.6                2710100          2949696  -8.1
                             -------        -------    ----               --------         --------   ---
      
       TOTAL 1992            1276548        1288114     -.9               52890095         52781314    .2

      
1993   January                 97301         105412    -7.7                3459107          4135666 -16.4
1993   February               120979         121512     -.4                4992471          5102878  -2.2
1993   March                  138252         127576     8.4                5918565          5332373  11.0
1993   April                  133620         112668    18.6                5480267          4727841  15.9
1993   May                    118414         108061     9.6                5055113          4840957   4.4
1993   June                   114011         101616    12.2                4735302          4239017  11.7
1993   July                   120001         113392     5.8                5237299          5326830  -1.7
1993   August                 119989         106965    12.2                5108180          4559132  12.0
1993   September              114711          98727    16.2                4782167          4272765  11.9
1993   October                121036         107664    12.4                5006857          4386210  14.1
1993   November               100293          91858     9.2                3743236          3256326  15.0
1993   December                92108          81097    13.6                3295655          2710100  21.6
                             -------        -------    ----               --------         --------  ----
      
       TOTAL 1993            1390715        1276548     8.9               56814219         52890095   7.4
</TABLE>
<PAGE>

                                Arizona West Area

                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                          OCCUPANCY                        ROOM RATE                          ROOM SUPPLY                         
                          --------------------------       ---------------------------        --------------------------------    
                          CURRENT    PRIOR      %          CURRENT    PRIOR       %           CURRENT       PRIOR        %        
YEAR   MONTH              YEAR       YEAR       CHNG       YEAR       YEAR        CHNG        YEAR          YEAR         CHNG     
- ----   -------------      -------    ------    -----       --------   -------    -----        ----------    ----------   -----    
<S>    <C>                <C>         <C>       <C>         <C>        <C>        <C>             <C>           <C>        <C>    
1994   January            57.1        51.1      11.7        40.56      35.55      14.1            191921        190464     .8     
1994   February           68.5        70.3      -2.6        42.57      41.27       3.1            173348        172032     .8     
1994   March              70.5        72.6      -2.9        44.08      42.81       3.0            191921        190464     .8     
1994   April              64.4        72.5     -11.2        42.51      41.01       3.7            185730        184320     .8     
1994   May                56.2        61.7      -8.9        44.95      42.69       5.3            191921        191921     .0     
1994   June               57.7        61.4      -6.0        41.93      41.53       1.0            185730        185730     .0     
1994   July               53.4        62.5     -14.6        43.88      43.64        .5            191921        191921     .0     
1994   August             54.4        62.5     -13.0        40.25      42.57      -5.4            191921        191921     .0     
1994   September          54.3        61.8     -12.1        40.91      41.69      -1.9            185730        185730     .0     
1994   October            56.3        63.1     -10.8        42.40      41.37       2.5            191921        191921     .0     
1994   November           48.4        54.0     -10.4        36.65      37.32      -1.8            185730        185730     .0     
1994   December           42.7        48.0     -11.0        36.89      35.78       3.1            191921        191921     .0     
                          ----        ----       ---        -----      -----       ---           -------       -------    ---     
       TOTAL 1994         56.9        61.7      -7.8        41.69      40.85       2.1           2259715       2254075     .3     
       ROOM SAMPLE PERCENT - 36.3 %                  Number of Sample Properties -  22      Number of Census Properties - 84

1995   January            52.9        57.1      -7.4        39.94      40.56      -1.5            193936        191921    1.0     
1995   February           63.4        68.5      -7.4        40.80      42.57      -4.2            175168        173348    1.0     
1995   March              63.6        70.5      -9.8        45.75      44.08       3.8            193936        191921    1.0     
1995   April              62.5        64.4      -3.0        47.69      42.51      12.2            187680        185730    1.0     
1995   May                57.3        56.2       2.0        47.58      44.95       5.9            193936        191921    1.0     
1995   June               58.7        57.7       1.7        45.23      41.93       7.9            187680        185730    1.0     
1995   July               54.7        53.4       2.4        46.50      43.88       6.0            193936        191921    1.0     
1995   August             53.1        54.4      -2.4        45.86      40.25      13.9            193936        191921    1.0     
1995   September          50.2        54.3      -7.6        47.44      40.91      16.0            187680        185730    1.0     
1995   October            56.3        56.3        .0        49.03      42.40      15.6            193936        191921    1.0     
1995   November           53.3        48.4      10.1        42.88      36.65      17.0            187680        185730    1.0     
1995   December           46.1        42.7       8.0        42.46      36.89      15.1            193936        191921    1.0     
                          ----        ----       ---        -----      -----       ---           -------       -------    ---     
 
       TOTAL 1995         55.9        56.9      -1.8        45.17      41.69       8.3           2283440       2259715    1.0     
       ROOM SAMPLE PERCENT - 32.7 %                  Number of Sample Properties -  21      Number of Census Properties -  85
                                                                                                                                  
</TABLE>

<TABLE>
<CAPTION>
                             ROOM DEMAND                                ROOM REVENUE
                             ----------------------------------         ------------------------------------
                             CURRENT       PRIOR           %            CURRENT         PRIOR           %
YEAR   MONTH                 YEAR          YEAR            CHNG         YEAR            YEAR            CHNG
- ----   -------------         ----------    -----------    -----         -------------   -------------- -----
<S>    <C>                       <C>             <C>      <C>                 <C>              <C>      <C> 
1994   January                   109551          97301    12.6                4443842          3459107  28.5
1994   February                  118823         120979    -1.8                5058369          4992471   1.3
1994   March                     135266         138252    -2.2                5962880          5918565    .7
1994   April                     119691         133620   -10.4                5087671          5480267  -7.2
1994   May                       107916         118414    -8.9                4850899          5055113  -4.0
1994   June                      107160         114011    -6.0                4493746          4735302  -5.1
1994   July                      102449         120001   -14.6                4495961          5237299 -14.2
1994   August                    104336         119989   -13.0                4199787          5108180 -17.8
1994   September                 100867         114711   -12.1                4126265          4782167 -13.7
1994   October                   108115         121036   -10.7                4583725          5006857  -8.5
1994   November                   89980         100293   -10.3                3297374          3743236 -11.9
1994   December                   82009          92108   -11.0                3025058          3295655  -8.2
                                -------        -------   -----               --------         --------  ----
       TOTAL 1994               1286163        1390715    -7.5               53625577         56814219  -5.6

1995   January                   102526         109551    -6.4                4094841          4443842  -7.9
1995   February                  110976         118823    -6.6                4527277          5058369 -10.5
1995   March                     123303         135266    -8.8                5640775          5962880  -5.4
1995   April                     117264         119691    -2.0                5592045          5087671   9.9
1995   May                       111140         107916     3.0                5288372          4850899   9.0
1995   June                      110227         107160     2.9                4986059          4493746  11.0
1995   July                      106093         102449     3.6                4933228          4495961   9.7
1995   August                    103013         104336    -1.3                4723869          4199787  12.5
1995   September                  94307         100867    -6.5                4473764          4126265   8.4
1995   October                   109103         108115      .9                5349453          4583725  16.7
1995   November                  100013          89980    11.2                4288268          3297374  30.1
1995   December                   89494          82009     9.1                3799474          3025058  25.6
                                -------        -------   -----               --------         --------  ----
 
       TOTAL 1995               1277459        1286163     -.7               57697425         53625577   7.6

</TABLE>
<PAGE>

                                Arizona West Area

                           JANUARY 1989 SEPTEMBER 1996

SOURCE:   SMITH TRAVEL RESEARCH                                        11/07/96

<TABLE>
<CAPTION>
                          OCCUPANCY                        ROOM RATE                          ROOM SUPPLY                         
                          --------------------------       ---------------------------        --------------------------------    
                          CURRENT    PRIOR      %          CURRENT    PRIOR       %           CURRENT       PRIOR        %        
YEAR   MONTH              YEAR       YEAR       CHNG       YEAR       YEAR        CHNG        YEAR          YEAR         CHNG     
- ----   -------------      -------    ------    -----       --------   -------    -----        ----------    ----------   -----    
<S>    <C>                <C>         <C>       <C>         <C>        <C>        <C>             <C>           <C>        <C>    
 1996  January            55.1        52.9       4.2        43.93      39.94      10.0            193936        193936     .0     
 1996  February           73.9        63.4      16.6        47.26      40.80      15.8            175168        175168     .0     
 1996  March              67.1        63.6       5.5        49.88      45.75       9.0            196478        193936    1.3     
 1996  April              59.2        62.5      -5.3        48.14      47.69        .9            190140        187680    1.3     
 1996  May                57.7        57.3        .7        50.08      47.58       5.3            196478        193936    1.3     
 1996  June               55.9        58.7      -4.8        47.28      45.23       4.5            190140        187680    1.3     
 1996  July               50.1        54.7      -8.4        48.20      46.50       3.7            196478        193936    1.3     
 1996  August             51.7        53.1      -2.6        49.22      45.86       7.3            196478        193936    1.3     
 1996  September          48.2        50.2      -4.0        47.60      47.44        .3            190140        187680    1.3     
                          ----        ----      ----        -----      -----       ---           -------       -------    ---     
 
       TOTAL 1996         57.5        57.3        .3        48.00      45.22       6.1           1725436       1707888    1.0     
       ROOM SAMPLE PERCENT - 34.2 %                  Number of Sample Properties -  22     Number of Census Properties -  86
</TABLE>

<TABLE>
<CAPTION>
                             ROOM DEMAND                                ROOM REVENUE
                             ----------------------------------         ------------------------------------
                             CURRENT       PRIOR           %            CURRENT         PRIOR           %
YEAR   MONTH                 YEAR          YEAR            CHNG         YEAR            YEAR            CHNG
- ----   -------------         ----------    -----------    -----         -------------   -------------- -----
<S>    <C>                       <C>             <C>      <C>                 <C>              <C>      <C> 
 1996  January                   106839         102526     4.2                4692941          4094841  14.6
 1996  February                  129468         110976    16.7                6119096          4527277  35.2
 1996  March                     131787         123303     6.9                6573386          5640775  16.5
 1996  April                     112649         117264    -3.9                5423232          5592045  -3.0
 1996  May                       113392         111140     2.0                5678577          5288372   7.4
 1996  June                      106259         110227    -3.6                5023865          4986059    .8
 1996  July                       98348         106093    -7.3                4740452          4933228  -3.9
 1996  August                    101670         103013    -1.3                5003787          4723869   5.9
 1996  September                  91663          94307    -2.8                4363602          4473764  -2.5
                             -------------------------------------------------------------------------------
       TOTAL 1996                992075         978849     1.4               47618938         44260230   7.6

</TABLE>


SOURCE: SMITH TRAVEL RESEARCH - The information contained in this report is
                                based upon independent surveys and research from
                                sources considered reliable but no
                                representation is made as to its completeness or
                                accuracy. This information is in no way to be
                                construed as a recommendation by Smith Travel
                                Research of any industry standard and is
                                intended solely for the internal purposes of
                                your company and should not be published in any
                                manner unless authorized by Smith Travel
                                Research.
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN
                                 Arizona West Area             11/07/96 Page: 1

<TABLE>
<CAPTION>
                                                                                                                    
                                                                         Zip                                    
STR CODE  Name of Establishment                  City              ST    Code        Telephone      YEAR     ROOMS  
- --------  ---------------------                  ----              --    ----        ---------      ----     -----  
<S>       <C>                                    <C>               <C>   <C>       <C>              <C>       <C>   
 16117    BEST WESTERN FLYING J MOTEL            EHRENBERG         AZ    85334    (602) 923-9711               83  
 33054    BEST WESTERN PARKER INN                PARKER            AZ    85344    (520) 669-5523    9613       44
 27446    STARDUST MOTEL                         PARKER            AZ    85344    (520) 669-2278               21
 11322    KOFA INN                               PARKER            AZ    85344    (520) 669-2101               44
 20045    HAVASU SPRINGS RESORT                  PARKER            AZ    85344    (520) 667-3361               40
 14975    BRANSONS RESORT & MARINA               PARKER            AZ    85344    (520) 667-3346               33
 32409    HOLIDAY INN EXPRESS QUARTZSITE         OUARTZSITE        AZ    85346    (520) 927-8000    9613       60
  1849    BEST WESTERN CORONADO MOTOR HO         YUMA              AZ    85364    (520) 783-4453    3900       89
  4745    PIKES MOTEL                            YUMA              AZ    85364    (520) 783-3391               26
 24701    YUMA MOTEL                             YUMA              AZ    85364    (520) 782-4592    8506       39
 26351    REGALODGE                              YUMA              AZ    85364    (520) 782-4571               30
  6259    MOTEL 6 YUMA DOWNTOWN                  YUMA              AZ    85364    (520) 782-6561              201  
  7109    TRAVELODGE YUNA                        YUMA              AZ    85364    (520) 782-3831               48  
 18790    YUMA CABANA MOTEL                      YUMA              AZ    85364    (520) 783-8311               63
 18789    EL RANCHO MOTEL                        YUMA              AZ    85364    (520) 783-4481               34
  7438    RADISSON YUMA                          YUMA              AZ    85364    (520) 726-4830    8701      164  
  6258    INTERSTATE 8 INN                       YUMA              AZ    85364    (520) 726-6110    9202      120
 14980    PALMS INN                              YUMA              AZ    85364    (520) 344-4570               31
 26924    CORCOVADO MOTEL                        YUMA              AZ    85364    (520) 344-2988               32
  4744    TORCH LITE LODGE                       YUMA              AZ    85364    (520) 344-1600               40
  7558    HOLIDAY INN EXPRESS YUMA               YUMA              AZ    85364    (520) 344-1420              120  
 11378    ROYAL MOTOR INN                        YUMA              AZ    85364    (520) 344-0550               62
  1848    BEST WESTERN CHILTON INN               YUMA              AZ    85364    (520) 344-1050    6400      123
 33003    SUPER 8 YUNA                           YUMA              AZ    85365    (520) 782-2000    9603       82
 25963    SHILO INN YUMA                         YUMA              AZ    85365    (520) 782-9511    8612      135
  1850    BEST WESTERN INNSUITES YUMA            YUMA              AZ    85365    (520) 783-8341    8200      166
 14495    LA FUENTE INN                          YUMA              AZ    85365    (520) 329-1814    8804       96
 30974    DAYS INN YUMA                          YUMA              AZ    85365    (520) 329-7790    9501       65  
 11148    MOTEL 6 YUMA EAST                      YUMA              AZ    85365    (520) 782-9521    8400      123  
  7110    TRAVELODGE YUNA AIRPORT                YUMA              AZ    85365    (520) 726-4721               80  
 11377    DESERT GROVE RESORT MOTEL              YUMA              AZ    85365    (520) 726-1400    6700       68
 22121    CARAVAN OASIS MOTEL                    YUMA              AZ    85367    (520) 342-1292               20
 33118    ARCADIA LODGE                          KINGMAN           AZ    86401    (520) 753-1925               48
 11306    SILVER QUEEN MOTEL                     KINGMAN           AZ    86401    (520) 757-4315              144
 20362    TRAVELODGE KINGMAN                     KINGMAN           AZ    86401    (520) 757-1188               65  
  6244    MOTEL 6 KINGMAN EAST                   KINGMAN           AZ    86401    (520) 757-7121              118  
  5880    MOTEL 6 KINGMAN                        KINGMAN           AZ    86401    (520) 757-7151              118  
 24793    KINGMAN MOTEL                          KINGMAN           AZ    86401    (520) 757-7337    8809       42
</TABLE>

<TABLE>
<CAPTION>
                                                      RESPONSE REPORT                              Report #: Res-14
                                                    -------1995-------  -------------------1996--------------------
STR CODE  Name of Establishment                 SEP  OCT  NOV  DEC  JAN  FEB  MAR  APR  MAY  JUN  JUL  AUG  SEP
- --------  ---------------------                 ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---
<S>       <C>                                   <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>
 16117    BEST WESTERN FLYING J MOTEL           
 33054    BEST WESTERN PARKER INN               
 27446    STARDUST MOTEL                        
 11322    KOFA INN                              
 20045    HAVASU SPRINGS RESORT                 
 14975    BRANSONS RESORT & MARINA              
 32409    HOLIDAY INN EXPRESS QUARTZSITE        
  1849    BEST WESTERN CORONADO MOTOR HO        
  4745    PIKES MOTEL                           
 24701    YUMA MOTEL                            
 26351    REGALODGE                             
  6259    MOTEL 6 YUMA DOWNTOWN                  X    X    X    X    X    X    X    X    X    X    X    X    X
  7109    TRAVELODGE YUNA                        X    X    X    X    X    X    X    X    X    X    X    X    X
 18790    YUMA CABANA MOTEL                     
 18789    EL RANCHO MOTEL                       
  7438    RADISSON YUMA                          X    X    X    X    X    X    X    X    X    X    X    X    X
  6258    INTERSTATE 8 INN                      
 14980    PALMS INN                             
 26924    CORCOVADO MOTEL                       
  4744    TORCH LITE LODGE                      
  7558    HOLIDAY INN EXPRESS YUMA               X    X    X    X    X    X    X    X    X    X    X    X    X
 11378    ROYAL MOTOR INN                       
  1848    BEST WESTERN CHILTON INN              
 33003    SUPER 8 YUNA                          
 25963    SHILO INN YUMA                        
  1850    BEST WESTERN INNSUITES YUMA           
 14495    LA FUENTE INN                         
 30974    DAYS INN YUMA                          X    X    X    X    X    X    X    X    X    X    X    X    X
 11148    MOTEL 6 YUMA EAST                      X    X    X    X    X    X    X    X    X    X    X    X    X
  7110    TRAVELODGE YUNA AIRPORT                X    X    X    X                   X    X    X    X    X    X
 11377    DESERT GROVE RESORT MOTEL             
 22121    CARAVAN OASIS MOTEL                   
 33118    ARCADIA LODGE                         
 11306    SILVER QUEEN MOTEL                    
 20362    TRAVELODGE KINGMAN                     X    X    X    X                   X    X    X    X    X    X
  6244    MOTEL 6 KINGMAN EAST                   X    X    X    X    X    X    X    X    X    X    X    X    X
  5880    MOTEL 6 KINGMAN                        X    X    X    X    X    X    X    X    X    X    X    X    X
 24793    KINGMAN MOTEL                         
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN

                              Arizona West Area                11/07/96 Page: 2
<TABLE>
<CAPTION>
                                                                                                                   
                                                                           Zip                                 
STR CODE  Name of Establishment                  City              ST      Code      Telephone       YEAR    ROOMS 
- --------  ---------------------                  ----              --      ----      ---------       ----    ----- 
<S>       <C>                                    <C>               <C>   <C>       <C>               <C>      <C>  
 15957    TRAVEL INN KINGMAN                     KINGMAN           AZ    86401     (520) 757-7878    9008      28
 27941    SUPER 8 KINGMAN                        KINGMAN           AZ    86401     (520) 757-4808    8912      61
  1810    BEST WESTERN WAYFARERS INN             KINGMAN           AZ    86401     (520) 753-6271    7300     100
 20359    ROUTE 66 MOTEL                         KINGMAN           AZ    86401     (520) 753-5586              25
  1809    BEST WESTERN KINGS INN                 KINGMAN           AZ    86401     (520) 753-6101    6500      53
 26747    DAYS INN KINGMAN/WEST                  KINGMAN           AZ    86401     (520) 753-7500    8906      60  
  8222    CLOSED KINGMAN B&B                     KINGMAN           AZ    86401                                  0
    37    HOLIDAY INN KINGMAN                    KINGMAN           AZ    86401     (520) 753-6262    6509     120  
  3901    HOLIDAY HOUSE INN                      KINGMAN           AZ    86401     (520) 753-2153              36
  8068    KINGMAN MOTEL                          KINGMAN           AZ    86401     (520) 753-5521              39
 20358    MOTEL 6 KINGMAN WEST                   KINGMAN           AZ    86401     (520) 753-9222              80 
 20360    STAR 6 MOTEL                           KINGMAN           AZ    86401     (520) 753-2410              33
  7098    RAMBLIN ROSE MOTEL                     KINGMAN           AZ    86401     (520) 753-5541              36
  3900    QUALITY KINGMAN                        KINGMAN           AZ    86401     (520) 753-4747              98 
 11305    HILL TOP MOTEL                         KINGMAN           AZ    86401     (520) 753-2198              29
 27836    IMPERIAL MOTEL                         KINGMAN           AZ    86401     (520) 753-2176              25
  4737    ORCHARD INN                            KINGMAN           AZ    86401     (520) 753-5511              36
 11308    SANDMAN INN                            LAKE HAVASU CITY  AZ    86403     (520) 855-7841              91
 18828    NAUTICAL INN RESORT                    LAKE HAVASU CITY  AZ    86403     (520) 855-2141    6405     120 
 18700    LONDON BRIDGE RESORT                   LAKE HAVASU CITY  AZ    86403     (520) 855-0888             193
 29297    TRAVELODGE LAKE HAVASU                 LAKE HAVASU CITY  AZ    86403     (520) 680-9202    9301      37 
  8547    SUPER 8 LAKE HAVASU CITY               LAKE HAVASU CITY  AZ    86403     (520) 855-8844    8408      60
 28996    HOWARD JOHNSON LODGE & SUITES          LAKE HAVASU CITY  AZ    86403     (520) 453-4656    9305      47 
  8069    HOLIDAY INN LAKE HAVASU                LAKE HAVASU CITY  AZ    86403     (520) 855-4071    8606     162 
 29432    BRIDGEVIEW MOTEL                       LAKE HAVASU CITY  AZ    86403     (520) 855-5559    8906      37
  8984    E-Z 8 LAKE HAVASU CITY                 LAKE HAVASU CITY  AZ    86403     (520) 855-4023              64
 29431    ISLAND INN                             LAKE HAVASU CITY  AZ    86403     (520) 680-0606    9106     115
 29430    PIONEER HOTEL                          LAKE HAVASU CITY  AZ    86403     (520) 855-1111    7300     200
 13842    BLUE DANUBE INN                        LAKE HAVASU CITY  AZ    86403     (520) 855-5566    8600      56
 26433    SANDS RESORT                           LAKE HAVASU CITY  AZ    86403     (520) 855-1388              23
  1811    BEST WESTERN LAKE PLACE INN            LAKE HAVASU CITY  AZ    86403     (520) 855-2146    6600      40
 11307    SHAKESPEARE INN                        LAKE HAVASU CITY  AZ    86403     (520) 855-4157              56
 13845    HIDDEN PALMS ALL SUITES                LAKE HAVASU CITY  AZ    86403     (520) 855-7144              22
 22208    OASIS PARK MOTEL                       BULLHEAD CITY     AZ    86429     (520) 754-2826              34
 20032    ARIZONA CLEARWATER RESORT              BULLHEAD CITY     AZ    86429     (520) 754-2201              95
 13846    COLORADO RIVER RESORT                  BULLHEAD CITY     AZ    86429     (520) 754-4101              32
  8544    RIVER VALLEY SUITES                    BULLHEAD CITY     AZ    86429     (520) 754-4651    8405      76
 11273    DELL WEBB NEVADA CLUB INN              BULLHEAD CITY     AZ    86429     (520) 754-3128              78
</TABLE>


<TABLE>
<CAPTION>
                                                       RESPONSE REPORT                              Report #: Res-14 
                                                     -------1995-------  -------------------1996-------------------- 
STR CODE  Name of Establishment                  SEP  OCT  NOV  DEC  JAN  FEB  MAR  APR  MAY  JUN  JUL  AUG  SEP     
- --------  ---------------------                  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---     
<S>       <C>                                    <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>     
 15957    TRAVEL INN KINGMAN                    
 27941    SUPER 8 KINGMAN                       
  1810    BEST WESTERN WAYFARERS INN            
 20359    ROUTE 66 MOTEL                        
  1809    BEST WESTERN KINGS INN                
 26747    DAYS INN KINGMAN/WEST                   X    X    X    X    X    X    X    X    X    X    X    X    X
  8222    CLOSED KINGMAN B&B                    
    37    HOLIDAY INN KINGMAN                     X    X    X         X    X    X    X    X    X    X    X    X
  3901    HOLIDAY HOUSE INN                     
  8068    KINGMAN MOTEL                         
 20358    MOTEL 6 KINGMAN WEST                     X    X    X    X    X    X    X    X    X    X    X    X    X
 20360    STAR 6 MOTEL                          
  7098    RAMBLIN ROSE MOTEL                    
  3900    QUALITY KINGMAN                          X    X    X    X    X    X    X    X    X    X    X    X    X
 11305    HILL TOP MOTEL                        
 27836    IMPERIAL MOTEL                        
  4737    ORCHARD INN                           
 11308    SANDMAN INN                           
 18828    NAUTICAL INN RESORT                      X    X    X    X    X    X    X    X    X    X    X    X    X
 18700    LONDON BRIDGE RESORT                  
 29297    TRAVELODGE LAKE HAVASU                   X    X    X    X                   X    X    X    X    X    X
  8547    SUPER 8 LAKE HAVASU CITY              
 28996    HOWARD JOHNSON LODGE & SUITES            X    X    X    X    X    X    X    X    X    X    X    X    X
  8069    HOLIDAY INN LAKE HAVASU                  X    X    X    X    X    X    X    X    X    X    X    X    X
 29432    BRIDGEVIEW MOTEL                      
  8984    E-Z 8 LAKE HAVASU CITY                
 29431    ISLAND INN                            
 29430    PIONEER HOTEL                         
 13842    BLUE DANUBE INN                       
 26433    SANDS RESORT                          
  1811    BEST WESTERN LAKE PLACE INN           
 11307    SHAKESPEARE INN                       
 13845    HIDDEN PALMS ALL SUITES               
 22208    OASIS PARK MOTEL                      
 20032    ARIZONA CLEARWATER RESORT             
 13846    COLORADO RIVER RESORT                 
  8544    RIVER VALLEY SUITES                   
 11273    DELL WEBB NEVADA CLUB INN             
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN
                              Arizona West Area                11/07/96 Page: 3
<TABLE>
<CAPTION>
                                                                                                                    
                                                                           Zip                                      
STR CODE  Name of Establishment                 City              ST      Code      Telephone       YEAR     ROOMS    
- --------  ---------------------                 ----              --      ----      ---------       ----     -----    
<S>       <C>                                   <C>               <C>   <C>       <C>               <C>       <C>     
19301     BEST WESTERN BULLHEAD CITY/LAU        BULLHEAD CITY     AZ    86429     (520) 754-3000    9105       88   
27630     SUNRIDGE HOTEL/CONF CTR               BULLHEAD CITY     AZ    86429     (520) 754-4700    8903      153
11276     DESERT RANCHO MOTEL                   BULLHEAD CITY     AZ    86430     (520) 754-2578               81
11277     LAKE MOHAVE RESORT MARINA             BULLHEAD CITY     AZ    86430     (520) 754-3245               51
24442     RIVER QUEEN MOTEL                     BULLHEAD CITY     AZ    86430     (520) 754-3214              100
 5692     ECONO LODGE RIVERSIDE/BULLHEAD        BULLHEAD CITY     AZ    86442     (520) 758-8080    9109       64   
13855     QUINCY ADAMS HOTEL                    BULLHEAD CITY     AZ    86442     (520) 758-1500    9101       58
20050     LA PLAZA INN                          BULLHEAD CITY     AZ    86442     (520) 763-8080               68
 2806     BEST WESTERN GRAND VISTA              BULLHEAD CITY     AZ    86442     (520) 763-3300    8702       80
24438     RIVER VIEW MOTEL                      BULLHEAD CITY     AZ    86442     (520) 763-3869               27
20033     SILVER CREEK INN                      BULLHEAD CITY     AZ    86442     (520) 763-8400               70
27379     MOTEL 6 LAUGHLIN/ BULLHEAD CIT        BULLHEAD CITY     AZ    86442     (520) 763-1002              118   
13850     DAYS INN BULLHEAD CITY                BULLHEAD CITY     AZ    86442     (520) 758-1711    9005       70 
                                                                                                             ----  
                                                                                                             6442   
</TABLE>

<TABLE>
<CAPTION>
                                                  RESPONSE REPORT                              Report #: Res-14 
                                                -------1995-------  -------------------1996-------------------- 
STR CODE  Name of Establishment                 SEP  OCT  NOV  DEC  JAN  FEB  MAR  APR  MAY  JUN  JUL  AUG  SEP     
- --------  ---------------------                 ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---     
<S>       <C>                                   <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>     
19301     BEST WESTERN BULLHEAD CITY/LAU         X    X    X    X    X    X    X    X    X    X    X    X    X
27630     SUNRIDGE HOTEL/CONF CTR              
11276     DESERT RANCHO MOTEL                  
11277     LAKE MOHAVE RESORT MARINA            
24442     RIVER QUEEN MOTEL                    
 5692     ECONO LODGE RIVERSIDE/BULLHEAD         X    X    X    X    X    X    X    X    X    X    X    X    X
13855     QUINCY ADAMS HOTEL                   
20050     LA PLAZA INN                         
 2806     BEST WESTERN GRAND VISTA             
24438     RIVER VIEW MOTEL                     
20033     SILVER CREEK INN                     
27379     MOTEL 6 LAUGHLIN/ BULLHEAD CIT         X    X    X    X    X    X    X    X    X    X    X    X    X
13850     DAYS INN BULLHEAD CITY                 X    X    X    X    X    X    X    X    X    X    X    X    X
                                                         X - Denotes data received by Smith Travel Research.
</TABLE>



================================================================================


                                APPRAISAL REPORT
                                 SHILO INN HOTEL

                                   Located At
                                40644 HIGHWAY 41
                           OAKHURST, CALIFORNIA 93644


                                      As Of
                                DECEMBER 1, 1996


                                  Prepared for:
                                     KEYCORP
                           REAL ESTATE CAPITAL MARKETS
                          700 FIFTH AVENUE, 52nd FLOOR
                            SEATTLE, WASHINGTON 98104


                                  Prepared by:
                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106


================================================================================
<PAGE>

                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106
                            TELEPHONE: (818) 795-5087

December 9, 1996

Mr. David Thatcher
Senior Vice President
KeyCorp
Real Estate Capital Markets
700 Fifth Avenue, 52nd Floor
Seattle, Washington  98104

Re:     Appraisal Report of Shilo Inn
        40644 Highway 41
        Oakhurst, CA  93644

Dear Mr. Thatcher:

In conjunction with the above captioned appraisal report ("Report"), we have
conducted the required investigation, gathered the necessary data, and made
certain analyses that were used in forming the opinion of the market value of
the above referenced Property.

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral to secure a proposed
loan. This Report is intended to comply with the requirements of the Uniform
Standards of Professional Appraisal Practice (USPAP), as promulgated by the
Appraisal Standards Board of the Appraisal Foundation.

The purpose of this Report is to express our opinion of the market value of the
Property subject to the definitions of value, the assumptions and limiting
conditions and the certification contained in the attached Report. The Report:

      o     May be relied upon by Merrill Lynch Mortgage Capital Inc. in
            determining whether to make a loan(s) evidenced by a note ("Property
            Note") secured by the Property;

      o     May be relied upon by any purchaser in determining whether to
            purchase the Property Notes for these transactions from Merrill
            Lynch Mortgage Capital Inc.;

      o     May be relied upon by any Rating Agency in rating securities issued
            by Merrill Lynch Mortgage Capital Inc. and representing an interest
            in the Property Notes;


                                                                          Page i
<PAGE>

Mr. David Thatcher
December 9, 1996
Page -2-

      o     May be included with and referred to in materials offering the
            Property Notes or an interest in the Property Notes for sale.

The subject property is a single building hotel complex which contains 80 units
and is located at 40644 Highway 41, in the Town of Oakhurst, Madera County,
California 93644. It is situated on an interior mid block site, about 1 mile
north of the junction of Highways 41 and 49 both of which are state highways.
The subject site is comprised of one legal lot. The site has approximately 40
feet of frontage on the west side of Highway 41. There is a Ol' Kettle
Restaurant which occupies the bulk of the Highway 41 road frontage in front of
the Shilo Inn. The subject parcel has additional access from Hodges Hill Drive
which abuts the northerly boundary and connects to Highway 41 The total site
area is 77,972 square feet (1.79 acres). The improvements are comprised of one,
four-story, good quality, class D (i.e. wood framed) building which encompasses
52,467 SF of improved building area. The improvements contain 80 units and were
completed in 1988. The property is owned and operated by the Shilo Inn Hotel
Group (Mark S. Hemstreet).

The subject property and comparables were last inspected November 7, 1996. Based
on the investigation and analysis outlined in the report and subject to the
assumptions and limiting conditions as set forth within the context of this
report, the estimated market value of the Fee Simple Estate, as a going concern
with existing furniture, fixture and equipment, As Is, as of December 1, 1996
was:

                                   $3,950,000
                                   ==========
                THREE MILLION NINE HUNDRED FIFTY THOUSAND DOLLARS

The report that follows sets forth the identification of the property, the
assumptions and limiting conditions, pertinent facts regarding the area and the
subject property, comparable data and the reasoning leading to the conclusions
set forth.

Sincerely,

/s/ M. Hammad
- ---------------------------
M. Hammad, MAI
Certified General Appraiser
CA No. AG002849


                                                                         Page ii
<PAGE>

40644 Highway 41, Oakhurst, CA
- ------------------------------

                                TABLE OF CONTENTS
                                -----------------


ASSUMPTIONS AND LIMITING CONDITIONS                                           V
                                                                           
                                                                           
SALIENT FACTS AND CONCLUSIONS                                               VII
                                                                           
                                                                           
SUBJECT PHOTOGRAPHS                                                           8
                                                                           
                                                                           
IDENTIFICATION OF THE PROPERTY                                               12
                                                                           
                                                                           
PURPOSE OF THE APPRAISAL                                                     12
                                                                           
                                                                           
FUNCTION OF THE APPRAISAL                                                    12
                                                                           
                                                                           
DATE OF VALUATION                                                            13
                                                                           
                                                                           
HISTORY AND OWNERSHIP                                                        13
                                                                           
                                                                           
SCOPE OF THE ASSIGNMENT                                                      13
                                                                           
                                                                           
MARKETING AND EXPOSURE PERIODS                                               13
                                                                           
                                                                           
AMERICAN DISABILITIES ACT COMPLIANCE                                         14
                                                                           
                                                                           
PROPERTY RIGHTS APPRAISED                                                    14
                                                                           
                                                                           
HAZARDOUS MATERIAL STATEMENT                                                 14
                                                                           
                                                                           
COMPETENCY PROVISION                                                         15
                                                                           
                                                                           
DEFINITIONS                                                                  15
                                                                           
                                                                           
REGIONAL OVERVIEW                                                            17
                                                                           
                                                                           
AREA DESCRIPTION                                                             23
                                                                           
                                                                           
HOTEL INDUSTRY OVERVIEW                                                      27
                                                                           
                                                                           
SITE DESCRIPTION                                                             34
                                                                           
                                                                           
PLAT MAP                                                                     39


- --------------------------------                                          iii
James Ratkovich & Associates, Inc.
<PAGE>

40644 Highway 41, Oakhurst, CA
- ------------------------------

TABLE OF CONTENTS (CONTINUED)

IMPROVEMENT DESCRIPTION                                                       40


HIGHEST AND BEST USE ANALYSIS                                                 48


VALUATION                                                                     52


COST APPROACH                                                                 55


DIRECT COMPARISON APPROACH                                                    79


INCOME APPROACH                                                               93


RECONCILIATION AND FINAL VALUE CONCLUSIONS                                   112


CERTIFICATIONS                                                               114


APPRAISER'S QUALIFICATIONS


ADDENDA

Historical Operating Data
Smith Travel Research Hotel Operating Statistics
PKF Industry Standards
Smith Travel Research Report

- ----------------------------------                                         iv
James Ratkovich & Associates, Inc.
<PAGE>

40644 Highway 41, Oakhurst, CA
- ------------------------------

                        Assumptions & Limiting Conditions

The analysis of the property is predicated upon the following assumptions and
conditions:

The date of value to which the opinions expressed in this report apply is set
forth in the letter of transmittal. The Appraiser assumes no responsibility for
economic or physical factors occurring at some later date which may affect the
opinions herein stated.

No opinion is intended to be expressed for legal matters or that would require
specialized investigation or knowledge beyond that ordinarily employed by real
estate appraisers, although such matters may be discussed in the report.

No opinion as to title is rendered. Data on ownership and the legal description
were obtained from sources generally considered reliable. Title is assumed to be
marketable and free and clear of all liens and encumbrances, easements, and
restrictions except those specifically discussed in the report.

The property is appraised assuming it to be under responsible ownership and
competent management and available for its highest and best use.

No engineering survey has been made by the Appraiser. Except as specifically
stated, data relative to size and area were taken from sources considered
reliable, and no encroachment of real property improvements is assumed to exist.

Maps, plats, and exhibits included herein are for illustration only, as an aid
in visualizing matters discussed within the report. They should not be
considered as surveys or relied upon for any other purpose.

No opinion is expressed as to the value of subsurface oil, gas, or mineral
rights and the property is not subject to surface entry for the exploration or
removal of such material except as expressly stated.

Testimony or attendance in court or at any other hearing is not required by
reason of rendering this appraisal unless such arrangements are made and
compensation is agreed in advance.

No soil studies covering the subject property were available to the Appraiser,
therefore, assumptions as to soil qualities employed in this report are not
conclusive but have been considered consistent with information available to the
Appraiser.

Earthquakes are not common in the area. No responsibility is assumed due to
their possible effects on individual properties unless detailed geological
reports are made available.

The property has been personally inspected by the appraisers so designated in
the Certification and have found no obvious evidence of structural deficiencies
except as stated in the report; however, no responsibility for hidden defects or
conformity to specific governmental requirements such as fire, building and
safety, earthquake, or occupancy codes can be assumed without provision of
specific professional or governmental inspections.


- ----------------------------------                                             v
James Ratkovich & Associates, Inc.
<PAGE>

40644 Highway 41, Oakhurst, CA
- ------------------------------

Assumptions & Limiting Conditions (continued)

No consideration has been given in this appraisal to personal property located
on the premises unless specifically addressed within this report. Only real
property items have been considered unless specifically mentioned.


The rental areas herein discussed have been calculated in accord with standards
developed by the American Standards Association as included in Real Estate
Terminology.

This report is based, in part, upon information assembled from a wide range of
sources. An impractical and uneconomic expenditure of time would be required in
attempting to furnish unimpeachable verification in all instances, particularly
as to market related information, therefore, the incorporated data cannot be
guaranteed.

The dollar amount of any value opinion herein rendered is based upon the
purchasing power of the United States dollar existing at the date of value.

The Appraiser reserves the right to make such adjustments to the valuation
herein reported as may be required by consideration of additional or more
reliable data that may become available.

In the event this report is placed in the hands of a third party, such party
must be made cognizant of any and all limiting conditions resulting from the
basis of our employment and discussions related thereto as well as those set
forth herein.

When improvements are labeled proposed or when development type properties are
concerned, the property has been appraised subject to certain assumptions as to
the quality and nature of the completed buildings, tenant improvements, land
improvements or infrastructure. The basis for these assumptions were provided by
the client, his representative, or government officials. Any deviation from
these specifications will render the conclusions, which are based on those
assumptions, useless and void.

Hazardous substances, if present within a facility, can introduce an actual or
potential liability that will adversely affect the marketability and value of
the facility. Such liability may be in the form of immediate recognition of
existing hazardous conditions requiring correction and the future obligation
that can stem from the release of currently non-hazardous contaminants, such as
asbestos fibers or toxic vapors from urea formaldehyde foam insulation, through
aging or building renovations. In the development of our opinion of value, no
consideration has been given to such liability or its impact on value. The
Appraiser is not qualified to make an investigation to determine the possible
presence of toxic materials requiring either immediate or future correction.
There are experts in this special field who can conduct such investigations and
provide guidance regarding the impact of toxic materials that may be present in
the subject property.

Disclosure of the contents of this appraisal report is governed by the bylaws
and regulations of the Appraisal Institute. Neither all nor any part of the
contents of this report (especially any conclusions as to value, the identity of
the appraisers or the firm with which they are connected, or any reference to
the Appraisal Institute or the MAI, SRPA, RM, SRA, or SREA designations) shall
be disseminated to the public through advertising media, public relations media,
news media, sales media, or any other public means of communication without the
prior written consent and approval of the undersigned.


- ----------------------------------                                            vi
James Ratkovich & Associates, Inc.
<PAGE>

40644 Highway 41, Oakhurst, CA
- ------------------------------


                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS

LOCATION:                                   Shilo Inn
                                            40644 Highway 41
                                            Oakhurst, California 93644

ASSESSOR'S PARCEL NO.:                      064-042-029-000

PROPERTY RIGHTS APPRAISED:                  Fee Simple Estate

OWNER OF RECORD:                            Mark S. Hemstreet

PROPERTY TYPE:                              80 units hotel

ZONING:                                     CUM (Commercial Urban Median), 
                                            City  of Oakhurst, California

SITE AREA:                                  1.79 acres;  (77,972 square feet)

IMPROVEMENTS:                               The subject improvements
                                            consists of one, four-story,
                                            good quality, Class D, wood
                                            framed constructed hotel
                                            buildings with 80 units
                                            encompassing 52,467 square feet
                                            gross. The improvements were
                                            completed and first operated in
                                            1988.

HIGHEST AND BEST USE:                       As Vacant:    Commercial development
                                            As Improved:  Existing Use

VALUE CONCLUSIONS:

    Land Value-Hotel Site:                  $390,000
    F, F & E:                               $200,000 ($2,500/room)
    Cost Approach:                          $5,490,000
    Direct Sales Comparison:                $4,000,000
    Income Capitalization Approach:         $3,950,000

    Final Value Estimate                    $3,950,000

ESTIMATED MARKETING TIME:                   Twelve Months

LAST DATE OF INSPECTION:                    November 7, 1996

DATE OF VALUE:                              December 1, 1996


- ----------------------------------                                           vii
James Ratkovich & Associates, Inc.
<PAGE>

40644 Highway 41, Oakhurst, CA
- ------------------------------

                               SUBJECT PHOTOGRAPHS

                               [GRAPHIC OMITTED]

  The Shilo Inn, an 80 room full-service hotel is located on the west side of
                                   Highway 41


                               [GRAPHIC OMITTED]

  The improvements were constructed and first occupied in 1988, pool & spa at
                                     right


                                                                               8
James Ratkovich & Associates, Inc.
<PAGE>

40644 Highway 41, Oakhurst, CA
- ------------------------------


                               [GRAPHIC OMITTED]

   This view looking north on Highway 41 shows the subject property at left.


                               [GRAPHIC OMITTED]

This view is looking south on Highway 41, the subject is shown at right. The Ol'
Kettle Restaurant is not part of the subject property anymore. The land was sold
                                 back in 1988.


                                                                               9
James Ratkovich & Associates, Inc.
<PAGE>
40644 Highway 41, Oakhurst, CA
- ------------------------------


                               [GRAPHIC OMITTED]

           The parking area to the west of the subject is shown here.


                               [GRAPHIC OMITTED]

    North end parking lot view looking east towards mountains and Ol' Kettle
                                  Restaurant.


                                                                              10
James Ratkovich & Associates, Inc.
<PAGE>

40644 Highway 41, Oakhurst, CA
- ------------------------------


                               [GRAPHIC OMITTED]

                                 Pool & Spa View


                               [GRAPHIC OMITTED]

             Guest registration desk with attractive copper canopy.


                                                                              11
James Ratkovich & Associates, Inc.
<PAGE>

40644 Highway 41, Oakhurst, CA
- ------------------------------


                               [GRAPHIC OMITTED]

Double-queen guests suites featuring refrigerator, microwave, wet bar, cable TV,
         "country elegance" furnishings, hair dryer, coffee maker, etc.


                               [GRAPHIC OMITTED]

         This photograph depicts the vanity area opposite the bathroom.


                                                                              12
James Ratkovich & Associates, Inc.
<PAGE>

40644 Highway 41, Oakhurst, CA
- ------------------------------

                         IDENTIFICATION OF THE PROPERTY

The subject property is a Shilo Inn hotel located at 40644 Highway 41 in
Oakhurst, Madera County, California, 93644. The subject is situated on a nearly
rectangular shaped site located mid block on the west side of Highway 41,
approximately 1/2 mile north of the intersection of State Highway 49. Although
the western frontage is only about 40', the site has additional access from
Hodges Hill Drive which abuts the northern boundary of the subject.

Legal Description

All the portion of the SE1/4 of the SE1/4 of the NW1/4 of Section 11. T7S R21E
M.D.B.& H., being more particularly described as follows: Commencing at the
Southeast corner of said SE1/4 of the SE1/4 of the NW1/4 of Section 11, T7S R21E
M.D.B.& M. : thence along the Southerly line thereof S89 degrees 53'58"W, 172.96
feet to the true point of beginning of this description thence departing said
Southerly line, N20 degrees 18'00"E, 40 85 feet thence N68 degrees l5' 34" W 40
75 feet; thence N21 degrees 11' 00" E, 24 83 feet; thence N68 degrees 30' 25" W,
34 67 feet thence N21 degrees 05' 18"E, 76 43 feet; thence N68 degrees 25' 31"
W, 29 75 feet; thence N20 degrees 13' 03" E. 91 04 feet : thence N68 degrees 12'
16" E, 30 71 feet; thence N40 degrees 20' 05" E, 57 17 feet : thence S77 degrees
01' 35" W, 53.62 feet; thence along a curve to the right having a radius of 200
00 feat, through a central angle of 71 degrees 15' 39", an arc distance of 248
75 feet; thence S 58 degrees 17' 23" W 30 00 feet: thence S10 33' 02" W, 380 87
feet; thence N 89 degrees 53' 59" E, 312 71 feet to the true point of beginning
of this description.

                            PURPOSE OF THE APPRAISAL

The purpose of the appraisal is to express our opinion of the market value,
"As-is" of the Fee Simple Estate, of the going concern, in the subject property,
as of the stated appraisal date.

                            FUNCTION OF THE APPRAISAL

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral for a proposed loan for
its underwriting purposes. This appraisal is intended to comply with the
requirements of the Uniform Standards of Professional Appraisal Practice
(USPAP), as promulgated by the Appraisal Standards Board of the Appraisal.

      o     May be relied upon by KeyCorp and Merrill Lynch Mortgage Capital
            Inc. in determining whether to make a loan(s) evidenced by a note
            ("Property Note") secured by the Property;

      o     May be relied upon by any purchaser in determining whether to
            purchase the Property Notes for these transactions from Merrill
            Lynch Mortgage Capital Inc.;

      o     May be relied upon by any Rating Agency in rating securities issued
            by Merrill Lynch Mortgage Capital Inc. and representing an interest
            in the Property Notes;

      o     May be included with and referred to in materials offering the
            Property Notes or an interest in the Property Notes for sale.


- ----------------------------------                                            13
James Ratkovich & Associates, Inc.
<PAGE>

40644 Highway 41, Oakhurst, CA
- ------------------------------


                                DATE OF VALUATION

The date of valuation is December 1, 1996. The subject and the comparables were
last inspected on November 13, 1996.

                              HISTORY AND OWNERSHIP

The apparent owner of the subject property is Mark Hemstreet who acquired the
site from Ditton Enterprises, Inc. in March 1987. The hotel was completed by the
end of 1987 and first occupied and operated in January, 1988. Based on our
investigations of the public records, no transfers of the subject have occurred
within the past three years. The property is not listed for sale or lease.

                             SCOPE OF THE ASSIGNMENT

This appraisal has been made in accordance with the accepted techniques,
standards, methods and procedures as stated in the Uniform Standards of
Professional Appraisal Practice of the Appraisal Institute. The value set forth
herein was estimated after application and analysis by the Direct Sales
Comparison Approach to value and an Income Approach analysis using
capitalization and discounting methods.

The appraiser researched the market for sales of vacant land similar to the
subject's land. This was added to the estimated depreciated cost to build the
improvements to arrive at a reasonable Cost Approach to value. The subject
market area was surveyed to obtain an indication of overall market rents,
typical expenses and occupancy levels, in order to analyze the subject income
stream for the Income Approach to value. Additionally, sales of improved
properties similar to the subject property were analyzed to determine both the
demand for and to estimate market value of the subject property. The three
approaches were correlated to arrive at a final value. This is a complete
appraisal/self contained report. All the data gathered was verified and adjusted
according to superiority or inferiority relative to the subject property in
order to obtain a value indication for the subject property.


                         MARKETING AND EXPOSURE PERIODS
According to Korpacz Real Estate Investor Survey, Second Quarter 1996, the
average marketing time for national investment property is 9.89 months as
compared to 11.01 months a year prior. According to CB Commercial Investor
Survey, First Quarter 1996, the marketing time for hotels ranges between 6-18
months and averages 8.4 months. Sales used in our market approach analysis
indicate a range between 1 and 12 months marketing time. Hotel and motel brokers
indicate that properties similar to the subject are expected to have marketing
periods of approximately 9 to 12 months. This appraisal is based on a 12 month
marketing period. Exposure period is a retrospective indication of market time
and for the subject property is estimated to be the same as the marketing
period.


                                                                              
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                      AMERICAN DISABILITIES ACT COMPLIANCE
The subject property is appraised without a specific compliance survey having
been constructed to determine if the property is or is not in conformance with
the requirements of the Americans with Disabilities Act (ADA). The presence of
architectural and communications barriers that are structural in nature that
would restrict access by disabled individuals may adversely affect the
property's value, marketability or utility.


                            PROPERTY RIGHTS APPRAISED

The rights in realty are typically identified with respect to properties such as
the subject are the Fee Simple, Leased Fee, and Leasehold Estate. These are
defined as follows:(1)

Fee Simple Estate: An absolute fee; a fee without limitations to any particular
class of heirs or restrictions, but subject to the limitations of eminent
domain, escheat, police power and taxation. An inheritable estate.

Leased Fee Estate: A property held in fee with the right of use and occupancy
conveyed by lease to others. A property consisting of the right to receive
rentals over a period of time, plus the right of ultimate repossession at the
termination of the lease.

Leasehold Estate: A property held under tenure of lease. The right of use and
occupancy of real property by virtue of a lease agreement. The right of a lessee
to use and enjoy real estate for a stated term and upon certain conditions, such
as the payment of rent.

The property rights appraised within the context of this report are described as
the Fee Simple Estate.


                          HAZARDOUS MATERIAL STATEMENT

In this appraisal assignment, unless otherwise stated, the existence of
potentially hazardous material used in the construction or maintenance of the
building, such as the presence of toxic waste, which may or may not be present
on the property, was not observed by the appraiser; nor do we have any knowledge
of the existence of such materials on or in the property. The appraiser is not
qualified to detect such substances. The presence of potentially hazardous
insulation may have an effect on the value of the property. The value estimate
is predicated on the assumption that there is no such material on or in the
property that would cause a loss in value. No responsibility is assumed for any
such conditions, or for engineering or scientific knowledge required to discover
such materials. The client is urged to retain an expert in this field, if so
desired.

- ----------
(1) Real Estate Terminology; American Institute of Real Estate Appraisers; Burl
N. Boyce, Ph.D.; Ballinger Company; 1975.


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                              COMPETENCY PROVISION

We attest that the writer of this report has attained a level of competency
necessary to complete the assignment in a diligent manner, utilizing all the
commonly recognized analysis techniques considered normal for a prudent
evaluation effort. The reader is referred to the appraisers' qualifications in
the addenda for further confirmation of the appraisers' training and background.

Definitions

"(2) 'Market value'(2) means:
   (i) The most probable price which a property should bring in a competitive
   and open market under all conditions requisite to a fair sale, the buyer and
   seller, each acting prudently, knowledgeably and assuming the price is not
   affected by undue stimulus. Implicit in this definition is the consummation
   of a sale as of a specified date and the passing of title from seller to
   buyer under conditions whereby:

      A.    buyer and seller are typically motivated;
      B.    both parties are well informed or well advised, and each acting in
            what he considers his own best interest;
      C.    a reasonable time is allowed for exposure in the open market;
      D.    payment is made in terms of cash in US dollars or in terms of
            financial arrangements comparable thereto; and
      E.    the price represents a normal consideration for the property sold
            unaffected by special or creative financing or sales concessions
            granted by anyone associated with the sale.

(ii) Adjustments to the comparables must be made for special or creative
financing or sales concessions. No adjustments are necessary for those costs
that are normally paid by sellers as a result of tradition or law in a market
area; these cost are readily identifiable since the seller pays these costs in
virtually all sales transactions. Special or creative financing adjustments can
be made to the comparable property by comparisons to financing terms offered by
a third party institution lender that is not already involved in the property or
transaction. Any adjustment should not be calculated on a mechanical dollar for
dollar cost of the financing or concession, but the dollar amount of any
adjustment should approximate the market's reaction to the financing or
concessions based on the appraiser's judgment."

Going Concern Value

According to the Dictionary of Real Estate Appraisal, Third Edition, going
concern value is defined as: the value created by a proven operation; considered
as a separate entity to be valued with a specific business establishment.

- ---------- 
(2) This definition of market value is predicated on the Uniform Standards of
Professional Appraisal Practice (USPAP) and fully complies with those
requirements mandated by the Office of Thrift Supervision (OTS), Office of the
Comptroller of Currency (OCC), Federal Deposit Insurance Corporation (FDIC),
National Credit Union Administration (NCUA), Federal Home Loan Bank Board
(FHLBB), and the Resolution Trust Corporation (RTC).


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                                  Regional Map


                               [GRAPHIC OMITTED]


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                                REGIONAL OVERVIEW

The subject Shilo Inn is located in Oakhurst, California in the eastern part of
the state, in Yosemite Valley. Oakhurst is an unincorporated community deriving
its services from Madera County. Eastern Madera County, in which Oakhurst is the
largest population center, includes the communities of Fish Camp, Bass Lake,
Coarsegold, Ahwanee, and Mipinnawasee. The principal highways serving Oakhurst
are California State Highways 41 and 49.

Madera is the seat of Madera County. The boundaries of the county extend to
Mariposa County to the north, Merced County to the west, Fresno County to the
south, and Yosemite National Park to the west and north.

EMPLOYMENT

The principal employment base in eastern Madera County is driven primarily by
Yosemite National Park and the Sierra National Forest, with government agencies
such as the Forest and Park Services, in addition to tourism. Tourism
contributes a significant role, with a large number of people employed at
lodging, dining, and retail facilities throughout the market.

HISTORY

Many people think of Oakhurst simply as a town that you pass through on the way
to Yosemite or Bass Lake. No wonder - there are very few monuments or structures
remaining to attest to the rich history of Oakhurst and its surrounding
communities - a history that incorporates the Gold Rush, a thriving lumber
industry and the colorful traditions of the local Indians and early settlers.

Oakhurst marks the southern - most point of the "Golden Chain" - Highway 49 -
that linked the northern and southern mines of the Mother Lode. Gold was
discovered in 1850 at Texas Flats (Coarsegold). At Grub Gulch, the Josephine and
Mammouth mines supported the area's largest mining community. At nearby Poison
Switch were the Enterprise and Lucky Bill mines. There were many more mines in
the area, all of which have been inoperative since the early 1900's.

Grub Gulch was located a few miles past Ahwahnee on the Fresno River. It boasted
hotels, saloons, stores and homes for a population of 5,000. Many famous people
stayed at the town's hotels including Presidents Teddy Roosevelt and Taft, and
the streets were continually lined with fancy rigs of the well-to-do, who were
on their way to see the newly established Yosemite. Citizens of Fresno Flats,
Texas Flats, Poison Switch and Finegold rode over to Grub Gulch on horseback to
attend the Saturday night dances.

Fresno Flats (Oakhurst) was the acknowledged dividing point for three Indian
tribes - the Yokut the Miwok and the Western Mono. The bountiful nature of the
area made it almost unnecessary for the Indians to cultivate the soil or raise
domestic animals for food. The land teemed game, grains and other edibles.
Native dwellings were conical, usually made of cedar strips covered with mud or
clay and a ring at the top to let smoke escape. Examples of this type of housing
can be seen at the Indian Village in Yosemite Valley. In the boulders along the
Fresno River and around Bass Lake, you can spot Indians grinding holes, which
were worn into the rock over the years from grinding up acorns and grains for
food.


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REGIONAL OVERVIEW (continued)

Fresno Flats (Oakhurst) flourished through the gold rush, but when the gold ran
out the population began to wither. People were moving up the road a few miles
to Sugar Pine, where an extensive logging operation was forming a thriving
community. You can still see the remains of the logging operation in Sugar Pine,
including the famous wooden flume that was built in 1886 to carry lumber from
Sugar Pine Lumber Co. to Madera 63 miles away.

Ravaged by fire, Fresno Flats (Oakhurst) was nearly decimated until Oakhurst
lumber mill opened and brought about a resurgence of growth to the newly named
town of Oakhurst. In the '40's a new community began to build along Highway 41.
The lumber mill has since closed, and is gradually being replaced by a new
business center on Highway 49, just above its junction with Highway 41.

Today, Oakhurst adjoins the Sierra National Forest, a vast wilderness between
Yosemite National Park and Kings Canyon/Sequoia National Parks. The forest is
maintained by the U.S. Forest Service whose principle function is land use
management. Timber production is still a big industry, along with cattle grazing
and recreational use. Oakhurst has the distinction of being the largest
community in Eastern Madera County with 1/2 of the area's residents.

COMMUNITY ECONOMIC PROFILE

Residents of Eastern Madera County are among the fortunate Americans who have
found that life still can be lived on a human scale. One glance at the
snow-capped Sierras, the pines, poppies, deer, foxes and beavers who share our
lives tells you all you need to know about our quality of life. We enjoy real
seasons, Yosemite next door and a rural life-style just 45 minutes from a major
metropolitan area (Fresno or Madera).

Yosemite, Highway 49, the Gold Rush route, Bass Lake and North Fork's Scenic
By-Way draws over 1-1/2 million tourists into Eastern Madera County each year. A
major computer software firm is located here plus Federal, State and County
government employment is strong and retail businesses flourish with a second
major shopping center just completed and a third one soon to begin.

Oakhurst is an affordable community, for employers and employees. Eastern Madera
County is a progressive community in the best sense of the word. Its business
sector works closely with local citizen groups to protect the quality of life
while nourishing the area's economic health. An example of this is the Oakhurst
River Parkway Project along the Fresno River, Oak Creek and China Creek.


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REGIONAL OVERVIEW (continued)

Eastern Madera County, the official geographical center of California covers the
portion of Madera County east form the base of the foothills at Route 145 into
the High Sierra Mountains. North Fork is in the southeast corner of the area.
From Oakhurst, the largest community in the area; 200 miles to San Francisco,
270 miles to Los Angeles, 12 miles north to Yosemite National Park, and 45 miles
to Yosemite Valley. Madera and Fresno are about 45 miles southeast and south.
The world's most bountiful agricultural land, the San Joaquin Valley is just
minutes away with its mid-size cities of Visalia, Tulare, Merced, Modesto and
Stockton.

GROWTH TRENDS
================================================================================
                                                  1970       1980       1990
                                                  ----       ----       ----
- --------------------------------------------------------------------------------
Population - Eastern Madera County               5,853     12,505     29,578
Total Taxable Retail Sales (County)*            67,200    283,531    503,882
Occupied Dwellings                              20,056      5,924     10,431
School Enrollment, Grades K-12                     995      1,678      5,717
(*All  taxable  retail in  thousands  of
dollars)
================================================================================

1995 POPULATION DATA ESTIMATED USING OAKHURST AS THE CENTER
5 MILE RADIUS                         10,468
10 MILE RADIUS                        16,835
25 MILE RADIUS                        42,273


CLIMATE - FOUR SEASONS OAKHURST - SUN COUNTRY
"Above the Fog Line and Below the Snow Line"

================================================================================
Elevation:                                      1800-
                                                5120'
- --------------------------------------------------------------------------------
Temperature: (average)                          PERIOD        MIN    MAX    MEAN

                                                Winter        30     56     44
                                                Spring        29     66     53
                                                Summer        58     100    76
                                                Fall          44     76     60

Total rainfall ranges between 20 to 45 inches/year.
Prevailing  Winds:  Direction:  Upslope during the day and
downslope at night.
Speed: Low in November; Maximum in June
===========================================================
* Information Provided by Eastern Madera County Chamber of Commerce, 49074 Civic
Center, Oakhurst California, 93644


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REGIONAL OVERVIEW (continued)
- -----------------

Madera County is the 35th most populous, and fourth fastest growing, of
California's 58 counties. Its two incorporated cities are Madera the county
seat, with 30,000 population, and Chowchilla, at 6,200. The Eastern Madera
County area and other unincorporated communities are governed by the five-member
Board of supervisors, with the Oakhurst area having one supervisor. The
appointed Planning Commission handles land-use matters, some of which can be
appealed to the supervisors. A satellite government center is located at Bass
Lake.

Taxable Valuation FY 1994-95: Madera County $52,636,249. Unincorporated areas:
$3,564,659,279. All property is appraised as of 12:01 a.m. on the first day of
March. The Assessor appraises all taxable property (residential, commercial and
industrial) at full market value. The 1975-76 appraised value of property is the
base value, with increases limited to a maximum of 2% annually. Property may be
reappraised after new construction, transfer of, or sale of property after 1975
appraisal per Proposition 13.

Sheriff and Fire

Eastern Madera County law enforcement is provided by 20 -29 Madera County
Sheriffs deputies based at the government center at Bass Lake, and California
Highway Patrol officers. The U. S. Forest Service provides supplemental officers
for the Bass Lake playgrounds.

There is an interlocking network of fire coverage, with several new engines
added in 1991. Basic coverage is provided by professionals from Madera County
Fire Department, the California Department of Forestry and Fire Protection, the
U. S. Forest Service plus a corps of trained volunteers.

There are CDF or volunteer fire stations located in Ahwahnee, Bass Lake,
Batterson Cedar Valley, Coarsegold Fish camp, North Fork, Raymond, Oakhurst and
Yosemite Lakes Park. The upgrading in training and equipment and water
availability in recent years has lowered insurance rates depending on location,
the area now is rated from 6 to 10 by the Insurance Services Office.

Some major projects which have recently been completed are: signals at Highway
41/49 and Highway 41/ Road 426; new 2 lane bridge with turn lane on Road 426;
light industry/office warehouse complex and shopping center. Projects underway
are a $4,000,000 sewer plant award, new retail, office and medical complexes and
the Oakhurst River Parkway.

Government tourism and retail trade provide the bulk of commerce and jobs in
Eastern Madera County. Non-government businesses with substantial numbers of
workers, more than 100, include Sierra On-Line, a computer software firm
prominent worldwide; Sierra Telephone, a privately owned Raymond Granite Co., a
century-old firm still quarrying prized granite, and the United States Forest
Service.


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REGIONAL OVERVIEW (continued)

An interesting trend of the times is the rapidly growing number of people who
operate businesses out of their homes, a return to the days of cottage industry.
Oakhurst has two major shopping centers. One anchored by a Raley's Superstore
and the other by Vons and Longs. A third center is currently in the works. A
tribute to the healthy local economy, Unionization is minimal. There are five
banks - American Savings Bank, Bank of America, Golden Oak Bank, Wells Fargo,
and Yosemite Bank.

LABOR AND EMPLOYMENT

The labor force for all Madera County was estimated a 44,275 The estimated total
employment is 37,325. Employment includes full-time, part-time and seasonal. The
labor market area as well as the area of employment, extends beyond Eastern
Madera County into Mariposa County, Yosemite National Park and the cities of
Madera and Fresno. Much of the employment is part-time and/or seasonal. There is
a stable labor force of both skilled and semi-skilled workers. Most own their
own homes. Twenty percent of Madera County is over the age of 65, but in Eastern
Madera County it is over 38%. Wage rates, extent of unionization, fringe
benefits and related information for specific industries and job classifications
may be obtained from the State Employment Department located at 114 South "A"
Street, Madera 93638, California or at 800 Capital Mall, Sacramento, California
95814.

================================================================================
Name of Company                 # of Employees    Products
- --------------------------------------------------------------------------------
Sierra On Line                  200               Computer Software
Raymond Granite Co.             65                Granite Products
Yosemite Concessions            900-2000          Yosemite Nat'l Park
National Park Service           250-300           Yosemite Nat'l Park
School Districts                414               Schools
Sierra Telephone                130               Telephone Service
US Forest Service               100               Sierra National Forest
ImagiNation Network             100               Computer on-line services
CA Dept. of Transportation      42                Highway maintenance
================================================================================

Other employers include Pacific Gas & Electric, Raley's Vons Longs, Kragen's
Auto Parts, Payless Shoe Source, Blockbuster Video, Sierra Tel Tronics
Baskin-Robbins Tachyon software Tsunami Media, Chateau Miel five banks, area
lodging, sever restaurants and many smaller retail stores.


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REGIONAL OVERVIEW (continued)

The following table shows the current mix of employment by industry for Madera
County.

NONAGRICULTURAL EMPLOYMENT MIX 1995 Madera County
==================================================================
Manufacturing                                   3,700     21%
- ------------------------------------------------------------------
Construction                                    1,850     10%
Transportation/Utilities                        750       4%
Wholesale                                       750       4%
Retail Trade                                    3,350     19%
Finance/Real Estate                             450       3%
Services                                        3,175     18%
Government                                      4,025     22%
Total                                           18,050    100%

Note: Columns may not sum due to rounding
=========================================

COMMERCIAL AND INDUSTRIAL DEVELOPMENT

Commercial and industrial development in Oakhurst includes the Enterprise Center
industrial park which encompasses 58 acres.

TOURISM AND TRAVEL

The major economic base in Oakhurst is tourism, due primarily to the popularity
of Yosemite National Park. Yosemite National Park is accessible from State
Highways 41, 120, and 140. Yosemite Valley is 45 miles north of Oakhurst via
Highway 41. Yosemite is approximately 1,200 square miles and offers year-round
recreational activities, such as hiking, skiing, and camping, making it an
excellent vacation spot for its over three million visitors annually.

Yosemite Valley is the main attraction within Yosemite National Park. The valley
is world-renowned for its natural, awe-inspiring beauty, which makes it one of
California's major tourist attractions. Yosemite offers recreational activities
that include horseback riding, climbing, hiking, swimming, sailing, fishing,
nature and photography classes, and hang gliding.

Yosemite National Park consistently ranks among the top ten attractions in the
United States. The peak tourist season for Yosemite and the lodging facilities
located in the surrounding areas begins in May and extends through October. The
off season extends from November through April. Access to Oakhurst is excellent
as Highway 41 bisects the town. The community is located 12 miles from the south
entrance of the park and is in the direct path of travelers originating from Los
Angeles or Flying into the Fresno Airport. As Highway 41 is a state highway, the
thoroughfare is well maintained during the winter months and only closes on
harsh winter days. One measure of the volume of visitors to the area is the
average daily traffic count along Highway 41. Traffic volume in Oakhurst exceeds
30,000 vehicles per day, many of them high-density tour buses.


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REGIONAL OVERVIEW (continued)


Conclusion

Clearly, the most significant draw for the area is Yosemite National Park which
has world-wide appeal. The hospitality industry has expanded as a direct result
of Yosemite's appeal. Being spawned by a single-draw attraction has its benefits
when it is of the immense magnitude of Yosemite; however, the downside is that
the hospitality industry's fortunes both rise and fall with the cyclical and
seasonal draw of Yosemite. One excellent indication is the Transient Occupancy
Tax (T.O.T.) revenues generated during peak season--from April to September.
Shilo's income has increased with increases in tourism to Eastern Madera County.
It is encouraging to note that TOT has been steadily increasing and the local
chamber of commerce has undertaken a strategic plan to increase tourism by 15%
for 1997. Participation among the business element as well as the government and
quasi-governmental agencies is necessary for success in meeting these goals.
Even without the full cooperation and success of these parties, the attraction
and attendance in the millions of visitors at Yosemite National Park far
outdistances any other national park in California. A distant second is Sequoia
National Park with slightly less than a million annual visitors. The chart shown
on the following page reveals the popularity of Yosemite as compared with all
other national parks in California. Note that visitors to Yosemite is measure in
millions whereas other park visitors are measured in thousands.


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                            NATIONAL PARK ATTENDANCE


              [LOGO]        National Park Attendance

                                            ---------------------
              Source: National Park Service 1994/1995 - 1995/1996
                                            ---------------------


                            [GRAPHIC CHARTS OMITTED]


                           Death Valley National Park

                            Joshua Tree National Park

                         Lassen Volcanic National Park

                         Point Reyes National Seashore

                             Redwood National Park

                            Santa Monica Mountains
                            National Recreation Area

                             Sequoia National Park

                           Whiskeytown-Shasta-Trinity
                            National Recreation Area

                             Yosemite National Park

================================================================================
August 1996
[LOGO]
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                                Neighborhood Map


                             Yosemite National Park

                                [GRAPHIC OMITTED]

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                                    AREA DATA

Neighborhood Description/Introduction

The Appraisal Institute defines a neighborhood as "a group of complementary land
uses"(2). A Neighborhood may be more specifically defined as "a portion of a
larger community, or an entire community, in which there is a homogeneous
grouping of inhabitants, buildings or business enterprises."(3) "...neighborhood
boundaries may consist of well defined natural or manmade barriers or they may
be more or less well defined by a distinct change in land use..."(3)

The subject neighborhood is located in the northern quadrant of the community of
Oakhurst on the west side of highway 41 and just north of highway 49. The
neighborhood would be considered part of the primary business and shopping
district often-times referred to as "highway commercial." The major anchored
shopping centers are located at the intersection of highways 41 and 49. Most of
the nearby improvements include smaller strip centers, stand alone retail, other
motels, restaurants, a post office, fast food, gas stations and similar
commercial centers. The commercial development lessens rapidly as one travels
north of the subject on highway 41. In fact, less than one mile north of the
subject, the area is back to appearing rural in nature.

This neighborhood would be regarded as a secondary location relative to the more
established commercial/retail and office districts of the city, but is in the
path of current growth in the northerly sections of the city. The boundaries of
this neighborhood may be defined as follows:

        South: Junction of State Highways 41 and 49
        West:  State Highway 41 Commercial Access
        East:  State Highway 41 Commercial Access
        North: 1/2 Mile North of the Subject

The subject property is located in an area we believe is poised for future
growth and development for several important reasons. First, population
continues to increase as more retirees relocate from major cites and employment
centers. Second, Yosemite National Park continues to attract huge numbers of
tourists from all points of the world. Third, the improving global economy
results in more tourists coming to visit; this is especially true for Japanese
tourists who returned in large numbers due to the purchasing power of the Yen.
Fourth, the regional economy is improving especially in Los Angeles where
memories have faded of the devastating, racial-based riots of 1992.


- ----------
(3) The Appraisal of Real Estate; 10th Edition, The Appraisal Institute; 1988


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                             Hotel Industry Overview

Shilo Inns Company is in the competitive limited-service hotel market. According
to Trends in the Hotel Industry, 1996, this segment of the lodging industry saw
a proliferation of new properties in the mid-1980s. It was seen as a favorable
segment with guest rooms that are frequently superior to full-service hotel
rooms at one-half to two-thirds the rate. For hotel managers the properties are
simple to operate and for ownership and lenders, they provide higher profit
margins and lower risk. The limited service hotel segment appears to have
matured and is lagging the industry as a whole but have still achieved in 1995
an aggregate occupancy of 70 percent and average room rates increased 5.9
percent and 41.8 percent average operating profit. Its market demand is reported
at 51.4 percent tourist and 45.8 percent business with the balance allocated to
conventions and conferences.

Shilo Inns typically provides an example of a good limited service hotel
property. Their hotels typically have clean and modern properties with good
access, exposure and on-site parking. The interiors typically contain a
comfortable lobby with check-in counter, one or more meeting rooms, fitness
center, swimming pool, spa, as well as satellite TV, airport shuttle service and
free daily newspapers. Major competitors to the Shilo Inn chain in its market
place include Holiday Inn Express, Comfort Suites, Phoenix Inns, Radisson,
Ramada and some Best Western franchises. The Residence Inns and Marriott
Courtyards cater to a higher priced market sector and are above the subject
segment.

The national limited-service hotel market is experiencing steady growth after
several years of sluggish economic conditions. Overall, market conditions are
continuing to improve, occupancies are higher, concessions are decreasing, and
revenues are beginning to rise. Gross Domestic Product, often an indicator of
travel patterns, is projected to grow at 2.5 percent to 3.0 percent in 1996.
Hotel occupancy for the nation is expected to rise to 71.2 percent, while the
average daily rate is anticipated to grow to $88.10. In general, modest but
stable growth and little inflation are likely to characterize the regional
economy in 1996 and 1997. The following table shows a summary of the US Lodging
Industry's 1995 Regional Performance:


================================================================================
                                    Occupancy              Average Daily Rate
- --------------------------------------------------------------------------------
                  1995       1994     Variance     1995       1994     Variance
                  ----       ----     --------     ----       ----     --------
New England       74.3%t    72.0%      3.2%      $131.90    $125.23      5.3%
Mid Atlantic                                                
North Central     69.6%     68.6%t     1.3%        82.59      79.41      4.0%
South Atlantic    70.1%     68.2%t     2.8%        80.51      77.88      3.4%
South Central     68.7%     67.7%t     1.5%        68.39      65.61      4.2%
Mountain/Pacific  71.4%     70.1%      1.7%        87.69      83.70      4.8%
Nationwide        70.6%     69.2%      2.0%      $ 85.92    $ 82.21      4.5%
================================================================================
Note: Average property size = 210 rooms                   Source: PKF Consulting


                                                                              28
<PAGE>

40644 Highway 41, Oakhurst, CA
- ------------------------------

Hotel Industry Overview (continued)

Investors are seeking limited-service hotels with upside potential in many
regions of the country, including the Mountain and Pacific Regions, which
encompasses the states west of the Continental Divide. 1996 and 1997 are
forecast to have an annual average demand growth rate of 3.6 percent to 3.8
percent and RevPAR (room revenue per available room) growth of 5.2 percent to
7.3 percent according to the April 1995 issue of Coopers & Lybrand's Hospitality
Directions. Further, this region outstripped the rest of the country in Rooms
Demand with a 3.7 percent average percent change and a modest supply increase of
only 1.6 percent as shown in the table below.

        ===============================================================
                                   Rooms Demand          Rooms Supply
                                  Average percent       Average percent
                                      Change                Change
        ---------------------------------------------------------------
        New England                    2.5%                 1.2%
        South/Middle Atlantic          3.1%                 1.4%
        East South/North Central       3.4%                 1.6%
        WestSouth/North Central        3.2%                 1.3%
        Mountain                       3.7%                 1.6%
        Pacific                        2.8%                 2.8%
        ===============================================================

Investors cite improving operating results, a limited new full-service supply,
and the relative scarcity of new development financing as influencing factors
underlying the strong interest in this segment. In fact, many investors have
stated that full-service hotels are considered the best hotel investment
opportunity for 1996. In late 1995, investors were purchasing limited-service
hotels at 70 percent of replacement cost; however, the inventory of quality
full-service hotels is dwindling and competition is increasing. One of the more
desirable acquisition targets is re-flagging a property in a major hotel chain
that commands immediate brand name recognition and offers strong reservation and
marketing systems.

New construction activity is expected to surge as investors target secondary and
tertiary locations where an aging room supply exists and many operators are
unwilling or unable to invest in room modernization. New construction between
1995 and 1997 is expected to be 40 percent higher than 1990 to 1993. Supply
growth will edge up approximately 1.5 percent in 1996 and 1997, but is still
below the 2.4 percent average growth rate that prevailed in the 1970s.

Renovation costs are a significant consideration in hotel investors'
determination of price/value and return requirements. The majority of market
participants anticipate that soft goods refurbishment be completed every five to
seven years and a total refurbishment be completed every 10 years. In factoring
these costs into price/value, investors typically attempt to discount them from
the price/value; however, they are not always successful. An investor who
intends to purchase a property, upgrade and reposition it will forecast higher
renovation and property improvement costs than one who is not seeking to
"reflag" the property. Thus, the first investor of an older property has less
room for negotiation.


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40644 Highway 41, Oakhurst, CA
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Hotel Industry Overview (continued)
- -----------------------

Investors continue to base pricing on historical 12-months cash flow and are
less willing to pay for any upside potential. Nearly 58 percent of participants
in a recent Coopers & Lybrand's poll reported that they capitalize their prior
12 months income.

Investors also prefer fee simple purchases to ground leases; however, in high
density locations such as the central business district or airport areas, ground
leases are generally in-place. Almost all investors look at the potential of
buying out the lease or renegotiating the terms. Leases tend to be calculated on
either a fixed payment or a percentage of revenue basis, with investors shying
away from percentage payments.

The following table shows a summary of major hotel transactions. The survey was
conducted by Hospitality Associates and covers the years 1991 to 1995. There is
a clear trend showing both increased activity and prices paid since 1992 when,
many believe, the market bottomed out for hotel sales.


     ===================================================================
         Year          Number of      Number of   Average Price Per Room
                     Transactions       Rooms
     ===================================================================
         1995            107           38,135            $83,000
         1994             83           30,452             76,000
         1993             40           15,825             74,000
         1992             41           17,219             63,000
         1991             52           15,806             87,000
     ===================================================================

While financing has been constrained in past years, debt financing sources have
begun to ease credit terms and Wall Street firms and institutional money sources
are targeting hotel investments. Lenders who are active in hotel debt financing
include insurance companies, banking institutions, and finance/credit companies
such as Finova Capital Corporation, Heller Financial, and GE Capital
Corporation. Publicly traded companies such as Host Marriott, Prime Motor Inns,
and Felcor Suite Hotels are aggressively pursuing acquisitions. Many lenders are
offering secondary financing above 80 percent loan to value ratios. REITs are
becoming aggressive in purchasing hotels. This is especially true of Patriot
American Hospitality, Inc., the largest REIT, which filed an initial public
offering (IPO) with the SEC in late September 1995 and raised more than $350
million.

As a result of increased financing availability, investors have benefited by
more favorable long-term financing. For instance, the first quarter 1995,
American Council of Life Insurance Companies` (ACLI) average interest rate was
9.41 percent. Typically loans are indexed to the prime rate, treasury rate or
LIBOR. The range of loan amortization is from 15 to 25 years with 20 years being
average. A typical loan-to-value ratio is 50 percent to 75 percent with the
average reported at 63 percent. Debt-coverage-ratios have ranged between 1.25
percent to 1.50 percent with 1.40 percent being average.


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40644 Highway 41, Oakhurst, CA
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Hotel Industry Overview (continued)
- -----------------------

Full-service hotels are considered most vulnerable to new competition,
particularly from newly built, limited-service chain hotels. In addition, they
suffer from operating deficiencies, including high property operation and
maintenance costs, utility expenses, and upgrading, which erode profitability.
Because it is likely that new construction funds will increase the competitive
supply of both limited and full service hotel rooms by late 1996 and 1997,
owners of older properties are advised to reinvest in the physical plant to
cement guest loyalty. Owners are now beginning to realize that historical
reserve funding levels, typically between 3 percent to 4 percent of total
revenues, are insufficient to fund necessary capital improvements over the life
of a property. Actual capital expenditures for well-maintained properties often
exceed 7 percent of total revenue.

Job growth, the most important indicator of sustained demand for real estate,
continues to substantially trail general economic growth. In fact, many are
calling our current economy a "jobless recovery." No immediate acceleration is
anticipated, due to factors such as improved productivity in many industries and
overall caution on the part of employers.

As stated, it is likely that additional sources of capital will provide
opportunities. Further, many market participants believe that rising inflation
with have a positive net effect on earnings as room revenue is expected to
out-strip increases in operating costs. Trade agreements such as GATT should
have a positive effect on the hotel industry, and the advent of low-cost
airlines will promote more travel and higher occupancies.

New ideas, especially new ideas in technology, continue to be one of the
industries in which the US is remaining competitive in global markets. As the US
achieves a higher level of technology, the hospitality industry has the
opportunity to implement this technology in areas where guests need it most:
checking into the hotel, and communications. Adopting new technology is an
opportunity for hotels to remain competitive and maintain and expand their
customer base. For instance, AT&T's telecommunication package, "Guest Works,"
improves call-processing, accounting and provides specialized voice messaging
through a server.

Selling expenses typically range from 2.5 percent to 5.0 percent of the total
purchase price. According to a national hotel/motel brokerage firm located in
Southern California, the marketing period for limited-service hotels ranges from
3.0 to 12.0 months with an average of 9.0 months. An average 90-day closing
period is typical (from the time a hotel is put under contract to closing).

The early 1990s have been cruel to the hospitality industry, but Shilo Inns has
gone against the grain.(4) Big national chains have been fighting to keep
troubled properties. Many retreated from hotel ownership to seek a relatively
safe haven as hotel management companies. Small independent operators, seeking
security in numbers, flocked to join national franchises.


- ----------
(4) "Portland Business Journal," May 31, 1993, Vol. 10, No. 14, p. 13.


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40644 Highway 41, Oakhurst, CA
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Hotel Industry Overview (continued)
- -----------------------

The Shilo Inn capitalized on its regional identity and superior reputation to
make gains in its market areas. Mr. Mark Hemstreet, the owner and head of this
privately held company was quoted saying, "I'll take consistent management and a
good product any day over a good location. If guests are greeted with friendly
service and nice clean rooms, they'll come back to Shilo again and again." With
46 hotels and motels, Shilo has become a formidable chain in the West, owned by
just one person making it the 102nd largest lodging company in the world. The
company has about 2,000 employees in nine Western states. Shilo's "affordable
excellence" promotion strategy appears to have been successful in retaining its
core customer base. Shilo's size enables the company to not only get economies
of scale enabling its successful advertising and referral network, but also it
eliminates the need to associate with a costly franchise.

Mr. Hemstreet's willingness to invest in what may be considered secondary
locations goes against the trend of national operators. This provided Shilo Inns
with a competitive advantage, bringing them to maturing markets ahead of the
competition and providing a regional network of lodging facilities to service
their loyal guest base. They appeal to business travelers and tourists alike.
Further, Shilo Inns has continued to invest in renovation and upgrade of older
properties and has superior maintenance and replacements programs. Shilo Inns
has an effective company credo: to deliver consistently high standards from
friendly, efficient, and dedicated employees; and to provide clean, comfortable
and affordable accommodations.(5)

In general, we can conclude that the hotel industry is experiencing the best
growth since the trough of 1992. Increases in occupancies, average daily room
rates, and profitability has been reported throughout the industry in all market
segments. The following chart and accompanying table shows five key indications:

o   Average Daily Rate Change Rate

o   Operating Expense Change Rate

o   Free & Clear Equity Capitalization Rate

o   Residual Capitalization Rate

o   Free & Clear Equity Internal Rate of Return



- --------
(5) "Oregon Business," October, 1993, Vol. 16, No. 10, p. 32.


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40644 Highway 41, Oakhurst, CA
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Hotel Industry Overview (continued)
- -----------------------


                       National Full-Service Hotel Market
           From Coopers & Lybrand L.L.P. -- "Hospitality Directions"


                               [GRAPHIC OMITTED]

<TABLE>
<CAPTION>
===================================================================================================================================
             4th Qrt,'93  1st Qtr,'94   2nd Qtr,'94   3rd Qtr,'94  4th Qtr,'94   1st Qtr,'95   2nd Qtr,'95   3rd Qtr,'95  4th Qrt,95
- -----------------------------------------------------------------------------------------------------------------------------------
<S>               <C>          <C>           <C>           <C>           <C>           <C>          <C>           <C>         <C>   
ADR Chan          0.0278       0.0329        0.0315        0.0322        0.035         0.037        0.0383        0.0391      0.0417
- -----------------------------------------------------------------------------------------------------------------------------------
Op. Exp. C        0.0344       0.0363        0.0354        0.0336       0.0355        0.0352        0.0345        0.0351      0.0348
- -----------------------------------------------------------------------------------------------------------------------------------
Equity Cap        0.1143       0.1148         0.115        0.1127       0.0992        0.1073        0.1088         0.109      0.1065
- -----------------------------------------------------------------------------------------------------------------------------------
Residual C        0.1189       0.1148         0.115         0.114       0.1014        0.1086        0.1088        0.1078      0.1067
- -----------------------------------------------------------------------------------------------------------------------------------
Equity IRR        0.1505       0.1533         0.155        0.1575       0.1567        0.1523        0.1475        0.1496      0.1505
===================================================================================================================================
</TABLE>


o     Average Daily Rate Change Rate

This rate expresses the percentage change in the Average Daily Room Rate. Like
the capitalization rate change, there is a clear trend expressed by the ADRs. In
this case, the trend shows a steady increase in rates. Every quarter since the
2nd Quarter, 1994 has shown incremental increases with an average quarterly
increase of 3.64 percent.

o     Operating Expense Change Rate

Operating Expenses as a percent of revenues have stayed relatively flat or
stable at about 3.5 percent. This indicates that there are economies of scale in
larger revenues since operating expenses can be limited to a stable proportion
of revenues.


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40644 Highway 41, Oakhurst, CA
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Hotel Industry Overview (continued)

o     Free & Clear Equity Capitalization Rate

In contrast to the stability of the IRR, the Equity Capitalization rate (i.e.,
overall rate) is showing evidence of decline. A declining capitalization rate
indicates that investors are willing to accept a lower return from their
investment. It has been shown in the above narrative that sales have been
increasing. More purchasers in the market-place means more competition for a
finite supply, thus prices are increasing and investors must be willing to
accept a lesser capitalization rate. This type of trend encourages new
construction which, depending upon the extent of the construction, may stabilize
or even reverse the capitalization rate trend. It is not a given, however, that
occupancies and room rates will continue to increase. Based on available
information, it appears that the favorable trend will continue into 1997 and,
perhaps, beyond.

o     Residual Capitalization Rate

As would be expected, residual capitalization rates have declined consistent
with equity (or overall) capitalization rates

Summary

A dramatic strengthening of industry profits may be expected for 1996 and 1997
given the Coopers & Lybrand forecast. Major contributing factors include healthy
revenue expansion, modest increases in major expenses, continued productivity
gains, and below-average supply growth. Profits per available room are projected
to rise to $2,900 in 1996, and $3,500 in 1997.

There is a significant need to maintain and modernize older full-service hotels.
Shilo Inns has made a commitment to maintaining high-quality, attractive hotels.
Shilo has taken a "saturation" approach to expansion by locating throughout the
Pacific Northwest. Although not a franchise, the Shilo Inns name is recognizable
and has a loyal following. The Shilo Inn name is certainly beneficial in this
region and probably largely responsible for the success of the
off-the-beaten-path locations. Because Shilo is privately owned and Mark S.
Hemstreet is truly an industry insider, it is likely that Shilo Inns are better
managed due to his oversight.

Overall economic trends are positive in the Pacific Northwest and surrounding
regions. This is contributing to the growth in the lodging industry and these
trends appear to be sustainable through the few years. New additions of supply
are expected to provide stiff competition to existing properties and much of
this is coming from Holiday Inn Express and some Comfort Suites. However, Shilo
Inns typically have one of the best locations in its local market areas and with
their efficient management and continuos maintenance programs they should be
able to maintain their market share, if not increase it at he expense of less
competitive properties. Clearly, the trend in the limited service lodging
industry continues to be towards "suite" properties. Shilo Inns has many such
properties and generally provide good size rooms with market desired amenities
at an affordable price. Given the positive economic trends in the many of the
markets Shilo Inns is located, central reservation system, large guest following
and solid management structure with efficiencies in purchasing and marketing it
is reasonable to conclude that the Shilo Inns will continue to be a successful
chain with a positive outlook for the foreseeable future.


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40644 Highway 41, Oakhurst, CA
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                                SITE DESCRIPTION
                                ----------------

The subject site is located at 40644 Highway 41 in Oakhurst, California. It is
bounded on the west by a residential housing tract; on the north by Hodges Hill
Drive and the Holiday Inn Express on the north side of Hodges Hill Drive; on the
south by an automotive part supply house; and on the east by the Ol' Kettle
Restaurant, Highway 41, a vacant lot and a strip center containing a J.C. Penney
Outlet, a US Post Office, First American Title Insurance Company and several
other retail and office tenants.

The principal feature of the subject neighborhood is the adjacent Highway 41,
and the cluster of motels including the Best Western and Comfort Inn as well as
significant retail/commercial centers, restaurants, and small retail stores.

At the intersection of Highways 41 and 49 about 1 mile south are two anchored
shopping centers one with a Raley's grocery store and the other with a Vons
Supermarket, several retail outlets, office buildings, banks, and a movie
theater, fast food and other services are clustered at this "central core"
location.

Area, Topography and Drainage

The land area, according to the Madera County Assessor's Office, is
approximately 1.79 acres. The site has approximately 40 feet of frontage along
Highway 41 with additional access from Hodges Hill Drive. The 1.79-acre land
area will be used for calculation of all land value estimates in this report.
The topography is a level pad and level parking areas with downward sloping
ingress/egress from Highway 41 and upward sloping rear (west or rear parking
area) towards the neighboring housing tract. The access from Hodges Hill is
gradually downwardly sloping on to the property. Water drainage naturally runs
from the west to the east (to and then across Highway 41) and continuing
easterly towards the Fresno River which is approximately 1/4 mile east and at an
elevation at least 200 feet lower than the subject site. Drainage appears
excellent.

Access

The accessibility of the site is considered to be excellent. The subject
property is easily accessible from the two lane ingress/egress on the west side
of Highway 41. Additionally, access from Hodges Hill Drive provides an equally
superior access point. Hodges Hill Drive is sandwiched between the Holiday Inn
Express and the Shilo Inn and since it is fairly level, anyone who pulls into
the Holiday Inn Express could readily drive to the Shilo without re-entering
Highway 41. Similarly, anyone accessing the Ol' Kettle Restaurant, would
essentially be at the Shilo site already although it is clearly a separate legal
parcel.

Exposure

The site has excellent exposure to both north and southbound traffic along
Highway 41. It is highly unlikely that any future development on nearby land
would obscure the exposure of the subject. This is especially true since the
Shilo is situated at the rear of the lot where elevations are higher and its 4
story stature is certainly eye-catching.


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40644 Highway 41, Oakhurst, CA
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SITE DESCRIPTION (continued)

Hazards

The Planning Department of the County of Madera requires an environmental survey
(i.e., Phase 1) for a hotel/motel use in the CUM zone, but makes no other
special requirements. We have reviewed the environmental assessment report
prepared by SRH Group on April 17, 1990 and it shows that the subject site had
no discernible environmental hazards.

Flood hazard is non-existent, but fire danger is a definite possibility which is
true for all heavy brush areas across the State. Being in the midst of
commercial establishments and with all brush being cleared from the subject and
surrounding sites minimizes the possibility of damage from wild-fires. In the
area description, a discussion of the area fire fighting capability shows that
the area is well served from this most potentially damaging hazard.

Easements and Covenants

The property is subject to municipal easements to allow normal installation and
maintenance of utilities. We are aware of no easements or covenants which would
adversely affect the value of the property in its current use.

Utilities

All utilities necessary for the operation of the motel are in place and are
presumed to be of adequate capacity. Water, sewer, and storm drain services are
provided by the Hillview Water Company. Electrical service and natural gas is
provided by Pacific Gas and Electric. Telephone service is provided by Sierra
Telephone Company.

Parking

A total of 109 parking spaces are provided. The asphalt-paved, striped parking
spaces are uncovered and surround the building on all sides; however, the bulk
of the parking is located primarily in the front of the Shilo Inn (to the east
of the structure). The second most available parking is located at the rear of
the Shilo Inn (to the west). All spaces include curb-stops where necessary.

Off-site parking is not available since Highway 41 does not have sufficient
off-street parking and Hodges Hill Drive is much too narrow. There is adequate
room for vehicles with trailers and/or boats. However, there is not adequate
room for semi-tractor trailers which should not be too significant an issue
since there should be very limited traffic of this type whereas their may be
many vehicles towing trailers or boats.


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40644 Highway 41, Oakhurst, CA
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SITE DESCRIPTION (continued)

Property Assessment And Real Estate Taxes

Property in Madera County, like all of California, is subject to Proposition 13.
Under the provisions of Proposition 13, properties are assessed based on their
market value as of March 1, 1975. This valuation may increase only two percent
per year until such time as the property is sold, substantial new construction
takes place, or the use of the property is changed. Under the foregoing
circumstances, the property may be reassessed to the market value.

According to the Madera County Assessor and the Treasurer Tax Collector, the
subject assessments and property taxes for the 1995/1996 tax year are summarized
as follows.

<TABLE>
<CAPTION>
====================================================================================================
<S>                    <C>        <C>              <C>                 <C>            <C>  
Assessor's Parcel      Land       Improvements     Personal Property   Total Value    1995/1996
Number                                                                                Taxes
- ----------------------------------------------------------------------------------------------------
064-042-029-000        276,188    $2,837,513       $355,070            $3,468,771     $36,182.28
====================================================================================================
</TABLE>

Shape

As shown on the plat map to follow, the subject site is a nearly rectangular
parcel located mid-block on the west side of Highway 41 roughly 1 mile north of
the major intersection of town where the 49 meets the 41. The subject site does
not include the Ol' Kettle Restaurant site which takes up most of the road
frontage in front of the Shilo Inn. This is not a detriment, in fact, it appears
that the restaurant is part of the Shilo Inn. Further, the subject site is
essentially a corner lot since Hodges Hill Drive borders the northern periphery
of the subject site. The site has a total site area of 77,972 square feet or
1.79 acres.

Zoning

The subject site is zoned CUM (COMMERCIAL URBAN MEDIAN), (Commercial) according
to the Planning Department of the County of Madera. This is a broad spectrum
commercial zoning designation which permits limited service, wholesale/retail
and heavy commercial uses especially catering to highway commerce. This district
is generally located adjacent to transportation arterials, although joint access
developments are strongly encouraged. Other aspects of the CUM (COMMERCIAL URBAN
MEDIAN) zone are summarized as follows:

   Height Limit:        None, determined by other restrictions
   Max. Site Coverage:  Limited by parking
   Min. Lot Size:       10,000 square feet
   Setbacks:            Front: 10 feet        Side:  5 feet        Rear:  5 feet
   Parking Required:    1.25 spaces per rental suite, plus 1 for manager unit.
                        81 required
   Parking Provided:    109 by physical count. On plans, it shows that the site
                        has 129 spaces, but 20 spaces were conveyed to the Ol'
                        Kettle Restaurant when a portion of the site was sold
                        off.


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SITE DESCRIPTION (continued)

Environmental Hazards

We have inspected the building interior corridors, ground floor slab areas,
parking lots, and surrounding parcels for evidence of the presence potential
environmental hazards. No suspicious containers, drums, discarded materials,
stressed vegetation, surface soil discoloration or evidence of seepage was found
by us. Therefore, it is assumed that the subject is not adversely impacted by
the presence of these hazards, although this opinion is in no way to be
construed as having the weight of a professional engineer's opinion. Such
matters are clearly beyond the expertise of the appraiser to determine and
beyond the scope of this appraisal assignment. If a conclusive opinion is
required the services of a properly licensed professional engineer should be
retained.

Seismic Hazard Potential

The subject site is NOT LOCATED within an Alquist-Priolo Seismic Special Study
Zone. The State of California Division of Mines and Geology published maps which
delineate the fault-rupture hazard zones in California which refers to
seismically active areas as special study zones. Nearly all of Madera County is
free of fault-rupture zones except for the eastern extreme which is very
isolated and sparsely populated due to the rugged mountainous terrain.

Conclusion

After careful consideration of the foregoing factors, the appraiser believes
that the subject site is well adapted to its current use as a hotel/motel site.
We further conclude that it is located within the general path of growth for the
city and note that major intersection of Highway 49 and 41 is about 1 mile south
of the subject site. Development along the 41 will continue as Yosemite National
Park will consistently draw tourists from around the world. The subject site
will be most valuable as improved since it is reasonable that guest rooms will
be very necessary for the foreseeable future.


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                                    PLAT MAP

                   POR. OF NW 1/4 & NE 1/4 OF SEC. 11 T7 R21


                               [GRAPHIC OMITTED]

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                             IMPROVEMENT DESCRIPTION

The subject improvements consists of one, four-story, good quality, Class D,
wood-framed hotel building with 80 units encompassing 52,467 square feet gross.
Facilities include a steam room, sauna and weight room, a manager's apartment,
lounge, elevator, and offices. The improvements were completed and first
occupied by January, 1988. Blue print reductions are included at the end of this
section to provide visual orientation. These reductions are not intended to
provide detailed measurements since that may only be obtained from full original
blue prints.

The building is constructed with wood framing above a concrete foundation.
Interior walls are wood-framed covered with finished gypsum board (drywall). The
roof type is mansard cover with tile facade and flat, built-up composition roof
covering. All glazing are double pane. Heating and cooling are provided by
individually controlled through wall heat-pump package units in the guest rooms,
and by a central system serving the lobby and other common areas. There is a
fire sprinkler service, and smoke alarms in hallways and guest rooms. There is
one 2,500 pound capacity elevator serving all four floors.

Guest Rooms

The guest rooms of the motel are classified in two room types. The breakdown of
guest units is shown in the following table.

GUEST ROOM INVENTORY

     Double Queen         40
     King                 40
     Total                80

The living area of each guest room is carpeted, with the bath floor covered in
sheet vinyl. The four interior walls are finished with matching, papered wall
board. Ceilings are textured and painted.

All guest rooms are furnished with two night stands, dresser, worktable with two
chairs, large mirror, four lamps, and framed print. The bath is divided between
a carpeted dressing area with sink and mirror, and a toilet and tub/shower area
with sheet vinyl floor covering. All of the rooms include a wet bar, small
refrigerator and microwave oven. Four of the units have oversized bath areas
equipped for persons with physical handicaps. One of these four handicap
equipped rooms was being modified to allow wheelchairs to enter the shower area.
The tub was removed and the floor is pitched to drain the water from the shower
properly. This is an excellent feature for those who have no mobility except
with their wheelchairs. Further, two of the rooms have balconies which are
tastefully redwood-decked and furnished with outdoor furniture. Four rooms are
directly adjoining the pool/spa area. All king rooms include a queen-sized sofa
sleeper. Except for the handicapped rooms, these premium features rent for
$10.00 or more per night.


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IMPROVEMENT DESCRIPTION (continued)
- -----------------------

Public Areas

The lobby of the motel contains a guest registration area and sitting area. The
sitting area is furnished with sofas and chairs, and is equipped with a
television. A bar near the desk is stocked with complimentary pastries during
the morning hours, and with coffee and fruit throughout the day. Two large
swivel racks of books and post cards filled with local interest including
Yosemite, Bass Lake, etc. are at either end of the registration desk. The guest
registration desk has a large copper canopy that is very becoming of a "country
elegance" facility.

The manager's apartment is located behind the registration area. It includes a
living/dining room, a full kitchen, one bedroom, and one bathroom. A weight
room, steam room, and sauna are located in a series of rooms accessible between
the lobby and the out-door pool/spa area. There are also handicapped accessible
bathrooms for men and women. These facilities are open to guests on a year-round
basis from 7:00 a.m. until 11:00 p.m. A guest laundry with coin-operated
equipment is located on the ground level of the motel. Rental VHS movies are
available near the elevator for a small fee.

On the ground floor, the service areas of the motel include the in-house laundry
facility with 5 large front loading, washers & dryers, a boiler room for common
hot water service that is fueled by propane gas (the propane tank is located
on-site on the southwest corner), the boiler room is also the location of the
main fire sprinkler riser, electrical room with a 2,000 amp main service,
employee break room with sink & refrigerator, linen storage area, and
maintenance area. On the upper floors, a large central linen storage room is
complete with a large clothes chute which drops laundry to the ground floor
service area. At the rear of the linen storage area, a separate lockable room is
allocated for the needs of the maintenance staff. These rooms are typically used
to store tools, trim, doors, extra heat pump units which can readily be placed
in the existing housing to restore air conditioning to any guest room, as well
as the location of each of the floors' electrical subpanels.

The central elevator serves all four floors and has a 2,500 pound capacity. The
elevator is large enough to ferry the maid linen carts, guest room heat pumps,
furniture, etc....

Size:                               80 units, plus manager unit

Room Type:                          40  King
                                    40 Queens
                                    80 Total Rentable Suites

Meeting Rooms:                      None


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IMPROVEMENT DESCRIPTION (continued)

Recreational Facilities:            Pool, Jetted Hot Spa, Exercise Gym, Steam &
                                    Sauna Room, Lobby, VCR & movie rentals,
                                    hiking trails, Yosemite tours

Restaurant:                         Adjacent Ol' Kettle Restaurant under
                                    separate ownership/management, not a part of
                                    interests appraised.

Gross Building Area:                52,467 sq. ft.

Average Room Size:                  446 square feet gross

No of Stories:                      Four including Ground Floor (Identified as
                                    Basement)

Parking:                            109 spaces

Year Built:                         1987, first occupied January, 1988

Foundation:                         Steel reinforced concrete footings

Floor Structure:                    Steel reinforced concrete. Floors 2, 3 and 4
                                    of 3/4" architectural (gypcrete) concrete
                                    over 5/8" plywood sheathing over 2'x6' floor
                                    joists with subfloor sound attenuating
                                    insulation.

Exterior Walls:                     Class D, wood frame construction. Exteriors
                                    of Vinyl siding over plywood sheathing and
                                    Tyvek. Interior construction of 5/8" GWB
                                    over insulating batts. Wall insulation to
                                    R-19 specification.

Window/Sash/Door:                   Double glazed, Low E rated windows in bronze
                                    anodized aluminum frames; all opening
                                    windows fitted with screens. Bronze anodized
                                    aluminum frame double door storefront at
                                    Lobby entrance; all exterior doors of bronze
                                    anodized aluminum with fire safety break
                                    away bars (20 minute fire rated).


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IMPROVEMENT DESCRIPTION (continued)
- -----------------------


Roof Structure:                     Prefabricated TJI roof trusses set at 24" on
                                    center; 5/8" CDX plywood sheathing over
                                    trusses; composition roofing with sealed
                                    joints; interior draining scuppers and
                                    downspouts. Parapet walls constructed of
                                    2"x4" and 2"x6" wood frame finished with
                                    vinyl vertical siding. Mansard overhangs
                                    finished in concrete roof tile.

Interior Walls:                     2"x4" wood frame partitions, 16" or 24" on
                                    center with textured and painted 5/8" GWB
                                    (one hour rating); sound attenuating
                                    insulation with R-11 batts.

Interior Finish:                    Floor coverings in all suites hotel
                                    grade carpet; floor coverings in lobby of
                                    carpet and ceramic tile at service desk
                                    areas; floor cover in pool area of steel
                                    reinforced poured in place concrete; floor
                                    cover in restrooms of vinyl tile;
                                    incandescent and fluorescent lighting,
                                    suspended decorative lighting in lobby.

Lobby:                              Commercial grade floor with large windows
                                    facing outdoors and into the exercise area
                                    making the pool visible from the lobby.

Guest Rooms:                        Painted and papered drywall walls and
                                    ceilings; carpet in guest rooms and ceramic
                                    tile wainscoting and vinyl floor cover in
                                    bathroom, sliding aluminum frame windows;
                                    kitchenette units with under-counter
                                    refrigerators and microwave ovens;
                                    televisions, furniture draperies etc. See
                                    FF&E description.

Elevators:                          One hydraulic passenger elevator, 4 stops,
                                    2,000 pound capacity.

Stairwells:                         Three interior stairwell, one on each end,
                                    and one in the center. Wooden hand rails.


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IMPROVEMENT DESCRIPTION (continued)
- -----------------------


HVAC/Climate Control:               Individual wall mounted package HVAC units
                                    with temperature control modules in each
                                    guest suite. Central HVAC system with
                                    multi-zone control system for common areas
                                    and lobby.

Electrical:                         Electrical system with a 2,500 amp capacity
                                    with subpanels on each floor.

Hot Water Fuel:                     Propane, with a large storage tank on-site.

Plumbing:                           Each guest suite includes a tub with shower
                                    and toilet in separate room contiguous to
                                    dressing room. Small vanity with lavatory
                                    sink and wall mounted/surface lighted
                                    mirrors and ventilator exhaust fans.
                                    Kitchenette sinks included in all units.

Fire Protection:                    Fully sprinklered throughout, smoke
                                    detectors throughout, fire alarm with hard
                                    wire activation system and direct connection
                                    to local fire department; auxiliary
                                    emergency exit lighting.

Furniture Fixtures & Equipment:     Guest suites include either single king bed
                                    or double queen beds; color televisions with
                                    remote controls; carpet, draperies; light
                                    fixtures and lamps; combination desk/dresser
                                    units; luggage rack; 36" parlor table with 2
                                    upholstered wood chairs; night stand,
                                    microwave oven and refrigerator; multiple
                                    phone jacks. FF&E appears to be of above
                                    average quality with no functional
                                    obsolescence attributable to quality, layout
                                    or design.

Site Improvements:

The site improvements include asphalt paved and striped parking areas (109
standard striped stalls); landscaping is well maintained; annual species
utilized for color accents at building entrances; border planters are mounded to
height of 4' around building exterior walls (basement level above ground).
Planter areas are well maintained and attractively designed. Parking lot
lighting is provided by pole mounted halide lamps on poured in place concrete
pedestals. Driveway aprons from Highway 41 are of steel reinforced, poured in
place concrete.


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IMPROVEMENT DESCRIPTION (continued)
- -----------------------

Depreciation

The actual age of the improvements are approximately 8 & 1/2 years; the
effective age of the improvements is approximately five years. This lower
effective age results from superior maintenance According to building industry
sources, the expected life of similar improvements is 50 years. Depreciation
analysis in the Cost Approach will reflect the effective age.

Functional Features and Concluding Remarks

Overall the improvements are in good condition and show care of maintenance.
They are well designed, functional in their layout and provide good utility and
guest appeal. Nothing in our inspections suggests either the presence of
elements of functional obsolescence or deferred maintenance.

The operators' marketing strategy is focused on maximizing extended visit
patronage especially visitors to Yosemite National Park. The rooms sizes are
larger than average room sizes in the area. Adding the in-room kitchenettes with
microwave ovens and refrigerators, multiple phones, guest laundry facilities
seems to be effective in attracting the target market customer. We therefore,
find that the subject property is entirely adequate in meeting the owners
intended use and purpose for the subject facilities.

Furniture, Fixtures & Equipment

The guest rooms are furnished with typical modern furnishings which include
either a single king-sized bed or two double queen beds, side tables, desk,
dresser, chairs, table, draperies, night stands, color television with remote,
video players, microwaves, mini-refrigerators, lamps, couch, clock radio and two
telephones. Also the single kings contain a sleeper sofa. FF&E includes all the
furnishings, linens and supplies, cleaning and house keeping equipment, business
office and front desk equipment, furnishings and related personal items. We have
estimated these personal property items at a depreciated replacement value of
$2,500 per room, or $200,000.


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                                    Site Plan


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                                 1st Floor Plan


                               [GRAPHIC OMITTED]


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                              2nd - 4th Floor Plan

                               [GRAPHIC OMITTED]


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                          HIGHEST AND BEST USE ANALYSIS

The Appraisal Institute defines highest and best use as follows:

      "The most profitable likely use to which a property can be put. The
      opinion of such use may be based on the highest and most profitable
      continuous use to which the property is adapted and needed, or likely to
      be in demand in the reasonably near future. However, elements affecting
      value that depend on events or a combination of occurrences that, although
      in the realm of possibility, are not fairly shown to be reasonably
      probable, should be excluded from consideration. Also, if the intended use
      is dependent on a uncertain act of another person, the intention cannot be
      considered.

      "That use to which the land may reasonably be expected to produce the
      greatest net return to land over a given period of time. That legal use
      which will yield to land the highest present value. Sometimes called
      'optimum use.'"

In estimating highest and best use, there are essentially four stages of
analysis:

         1. Possible Use. What uses of the site in question are physically
            possible?

         2. Permissible Use (legal). What uses are permissible by zoning and
            deed restrictions on the site in question?

         3. Feasible Use. Which possible and permissible uses will produce a net
            return to the owner of the site?

         4. Maximally Productive Use. Among the feasible uses, which use will
            produce the highest net return or the highest present worth?

The highest and best use of the land (or site) if vacant and available for use
may be different from the highest and best use of the improved property. This is
true when the improvements are not an appropriate use, but it makes a
contribution to the total property value in excess of the value of the site.

The following tests must be met in estimating the highest and best use. The use
must be legal; the use must be probable, not speculative of conjectural; there
must be a profitable demand for such use; and it must return to the land the
highest net return for the longest period of time. These tests have been applied
to the vacant property. In arriving at the estimate of highest and best use, the
subject site was analyzed as vacant and available for development.


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HIGHEST AND BEST USE ANALYSIS (continued)
- -----------------------------

As Vacant

Possible Use: The first constraint is the constraint dictated by the physical
characteristics of the site. The size and location within a block have a
determining effect on the site's value. In general, larger sites and corner
locations enable a developer to achieve economies of scale and allow flexibility
in building and site improvement design.

The subject site is a 1.79 acre nearly rectangular parcel with Highway 41
frontage providing access and visibility (exposure) to the property. The subject
hotel site has good functional utility and is suitable for a wide range of
commercial uses. We also note that all utilities are available to the site and
Hodges Hill Drive borders the site to the north providing additional access and
flexibility in design. These streets are in place and fully improved. Therefore,
the physical aspects of the site assemblage do not eliminate any uses from the
highest and best use analysis, except for very large scale commercial/retail
uses such as a regional shopping center which requires a much larger parcel
size.

Permissible Uses. Two types of legal restrictions apply to the subject property:
private restrictions (deed restrictions and easements), and public restrictions
(principally, zoning). The existing utility easements are standard and do not
adversely impact the development potential of the site. Therefore, the principal
legal limitation on the development entitlements for the site is the CUM
(COMMERCIAL URBAN MEDIAN) zoning. The CUM (COMMERCIAL URBAN MEDIAN) commercial
zone is defined and administered by the County of Madera since Oakhurst in an
unincorporated community. This zoning classification is a broad spectrum
commercial district that permits limited service, wholesale/retail and heavy
commercial most of which are related to serving the major local transportation
corridor--Highway 41. This zoning code primarily eliminates heavy manufacturing,
light industrial, and residential uses.

Feasible Uses. The property is easily adapted to most forms of commercial
development, but appears particularly well suited to highway oriented commercial
uses where exposure to high average daily traffic volumes is regarded as
advantageous by prospective users. Uses, such as offices may be less than
optimal since many offices are located in homes and the present supply is
suitable for the office demand. Clearly, uses such as hotels/motels, gas
stations, convenience stores and restaurants benefit most from the volumes of
traffic going to and from Yosemite National Park as well as the local shopper.

The feasibility of these uses must be considered in light of historical
development trends and the current supply of such uses in the local market.
Previous feasibility studies and appraisal assignments completed by us have
clearly revealed that run-of-the-mill restaurant uses are generally oversupplied
in the local market. Since Oakhurst is the largest community in Eastern Madera
county, it is the logical dining-out location for a large radius plus the
throngs of


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HIGHEST AND BEST USE ANALYSIS (continued)
- -----------------------------

Yosemite visitors. It is considered feasible to build a restaurant on site
especially if it has chain affiliation appeal or is "special" in the sense of
individual identity and exceptional reputation. Most of the major fast-food
operators such Burger King and Taco Bell tend to locate in major anchored
centers such as at the intersection of the 49 and 41. The subject site is much
more suitable for an upper-scale restaurant or, at a minimum, a family
restaurant to serve the needs of the many motels near the site.

The feasibility of hotels may be subject to increasing competitive pressures as
the available supply of rooms has expanded faster than aggregate demand since
tourism to Yosemite took a dip after 1992 when California in general and Los
Angeles in particular received a lot of negative press coverage. However,
memories are fading of the 1992 civil unrest and the 1994 earthquake, and the
overall economy is improving meaning that Californians again can afford to visit
Yosemite. Even with the pressures of rising gasoline costs, Yosemite showed an
increase in tourism this year which shows its underlying strength as a tourist
draw and evidences the need for guest rooms.

Our knowledge of local property values and future development plans within the
subject neighborhood lead us to believe that values along the Highway 41
commercial corridor are poised for steady future increases during the next three
to five years. The prospects for development on site, if vacant, are quite
reasonable to expect.

Maximally Productive Uses. Of the permitted uses our analyses suggest that the
maximally productive uses today are probably highway commercial related or
special purpose in nature. These may include automotive oriented
retail/commercial uses, such as national franchise tire dealers, or gas
station/convenience stores. Beyond these, it appears that hotel/motel uses and
restaurant uses with strong marketing and brand identification may yield the
maximally productive use for the site today.

As Improved

The subject is a one building, four-story hotel property with 80 guest suites on
a 1.79 acre site with excellent exposure on Highway 41--the primary corridor to
access the southern gate of Yosemite National Park. As improved, we conclude
that the highest and best use the subject property is for continued use as a
hotel, as it is operating profitably and the existing improvements contribute
the majority of the property value in their present use.


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                                    VALUATION

There are three approaches to value which will be employed in the analysis: the
Cost Approach including land valuation and construction cost analysis; Direct
Sales Comparison Approach evaluating sales of similar properties; and an Income
Approach based upon the property operating at stabilized income levels.

Cost Approach

In the appraisal process, the Cost Approach requires an analysis of sales of
similar parcels of land to arrive an estimate of market value for the subject
site. An estimate is then made as to the cost to replace the subject's
improvements at today's costs using reliable sources of cost data. Depreciation
or obsolescence from all causes is estimated based on the experiences of similar
properties. Depreciation is then deducted from the replacement costs as new to
arrive at the present worth of the improvements and the site.

Market Approach  (Direct Comparison Approach)

This is an appraisal procedure in which the value estimate is predicated upon
prices paid in recent market transactions. Listings and offerings of property
may also be utilized in this analysis, however, the use of listings is limited
since the property has not met the full test of the market and usually tends to
set the upper limit of value. The steps the appraiser follows in this approach
are set forth below.

      1. Seeks out similar properties for which pertinent sales, listings,
         offerings and/or rental data are available.

      2. Qualifies the price as to terms, motivating forces and bona fide
         nature.

      3. Compares each of the sale properties' important attributes with the
         corresponding ones of the properties being appraised, under the general
         division of time, location, income and physical characteristics.

      4. Considers all dissimilarities in terms of their probable effect upon
         the sale price.

      5. Formulates an opinion of the relative value of the property being
         appraised as compared with the price of each similar property.


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VALUATION (Continued)
- ---------

The units of comparison abstracted from the sales are the sales price per square
foot or unit and the overall rate of return. Each of these units of comparison
is discussed more fully below.

Sales Price per Square Foot or Unit

This is an expression of the total consideration divided by the particular unit
of comparison. Its chief advantage is that it is a direct comparison of the
price of the comparable to the property in question. Weighing of comparables may
be necessary due to differences of location, physical characteristics, market
conditions and terms of the sale transactions. It is most accurate when the
subject and the comparables are of similar character and the sales are of recent
vintage.

Overall Rate of Return

This rate is the direct relationship of the net operating income (before debt
service) and the sale price. the overall rate reflects both the return on the
investment and the return of the investment. This is a rate which is frequently
used by investors and appraisers because it is ascertainable from comparable
sales and can be applied directly to the estimated net operation income of the
property under appraisal. This unit of comparison is used in the Income
Approach.

Income Approach

The Income Approach is generally the most relevant approach in evaluating
investment type properties. This approach is predicated on the principle that
value is created by the expectation of benefits derived in the future. The
anticipated net income is converted to a present value by a direct
capitalization or the use of a discounted cash flow process.

Direct Capitalization

This process involves dividing the net operating income by a capitalization
rate. This rate reflects such factors as risk, time, interest on capital
investment, and recapture of the depreciating asset. This approach to value
encompasses the following:

1. The estimation of current economic rent levels to establish annual potential
   gross revenues. Current economic rents are generally current market rents.

2. The estimation of vacancy and collection loss allowances.

3. The estimation of annual operating expenses.

4. The deduction from potential gross revenues of vacancy and collection loss
   and operating expenses, leaving the net operating income before debt service
   and depreciation.


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VALUATION (Continued)
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5. Capitalization of the net operating income by the appropriate rate as
   abstracted from the market.


Discounted Cash Flow

A widely accepted view of value as of a given valuation date is the discounted
present worth of the anticipated future income reasonably expected to be
generated by an income producing property over a specific period of time. The
process by which future income receipts are converted to a present value is
termed discounting. Many different capitalization methods and techniques are
available to process anticipated future income into a present worth estimate.
The method used depends primarily on the characteristics of the forecast income
stream, the form of the appropriate rate of return or discount rate, and the
time period involved.

The two methods used in this analysis are capitalization in perpetuity
(utilizing an overall capitalization rate discussed above) and capitalization
for a finite period (discounted cash flow analysis). Capitalization in
perpetuity as used in the Income Approach assumes the income stream will
continue undiminished, indefinitely. The rate used to process this income
streams embodies the factors of time preference (opportunity costs), liquidity,
management burdens, and ownership risks. The appropriate rate is derived through
an analysis of sales of properties displaying similar investment opportunities
to the investor.

The discounted cash flow method is a rigidly defined mathematical relationship
between income streams, rates and timing. Processing an income stream by a
correct mathematical formula does not in itself produce a supportable market
value. As with other techniques of income capitalization, the discounted cash
flow analysis requires reliable market data on several critical points. If the
required market data information is not available, the appraiser is injecting
his judgment and opinion in using non-market data and the results are not
justifiable market value.

RECONCILIATION

The final step in the appraisal process is the reconciliation or correlation of
the value indicators. In the reconciliation, the relative applicability of each
of the approaches utilized is considered. Those approaches that are deemed most
appropriate to the particular appraisal question involved are weighed for the
accuracy and reliability of the data used in the analysis, and an opinion is
formed as to the market value of the subject property. The relative weight or
emphasis given to any of the approaches depends on the forces prevalent in the
market which act upon the subject property.


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                                  COST APPROACH

In this approach, it is assumed that a purchaser would consider producing a
substitute, competing property with the same utility as the subject. The net
cost to the rational, informed purchaser is the measure of value of the subject
property. The net cost includes construction costs (to the purchaser, not the
contractor or builder), financing costs, and all other costs incurred during the
construction period. Any depreciation or diminished utility is deducted from the
costs in order to arrive at a net contribution of the improvements in their
present condition to the total property value as of the valuation date. The site
is valued as if vacant and available to be put to its highest and best use. This
is then added to the depreciated improvement costs to yield the value of the
total property as indicated by the Cost Approach.

Land Valuation

The most reliable procedure for estimating the land value is by the application
of the Direct Sales Comparison Approach. In estimating the value of the
subject's site, a search was conducted to find sales of similar parcels with
similar zoning and characteristics. Those sales considered to be the most
relevant indicators of the subject's land value are detailed on the following
pages.


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                                 Land Sales Map

                                    OAKHURST

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                             COMPARABLE LAND SALE 1
                             ----------------------


PROPERTY IDENTIFICATION

Address:                            SE of Highway 41 & 49
City:                               Oakhurst
APN:                                064-070-041-0
County:                             Madera
Map Reference:                      N/A
Property Rights:                    Fee Simple

SALE INFORMATION

Grantor:                            Kenneth L. Wright
Grantee:                            Ronald Montgomery
Document Number:                    19042
Sale Price:                         $112,500
Sale Terms:                         Seller Carry 1st $87,500; market terms
Sale Date:                          07/18/96

SITE DESCRIPTION

Site Area:                          13,068 sq.ft.         0.30 acres
Zoning:                             CXXV
Utilities:                          Available
Off-Sites:                          Fully Improved
Topography:                         Level
Location:                           Off Highway, Finished Access Road

SALE ANALYSIS

Price Per Square Foot:              $8.61

COMMENTS                            This sale is in a developing area located
                                    where the old Oakhurst Mill was located and
                                    now an anchored regional shopping center is
                                    nearby.


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                             COMPARABLE LAND SALE 2


PROPERTY IDENTIFICATION

Address:                            N. of Road 426 W. side of Highway 41
City:                               Oakhurst
APN:                                064-062-010-0
County:                             Madera
Map Reference:                      N/A
Property Rights:                    Fee Simple

SALE INFORMATION

Grantor:                            Mao, Thomas & Annie
Grantee:                            Tsai, Tsai-Lung & Ping-Ching
Document Number:                    12093
Sale Price:                         $58,000
Sale Terms:                         All Cash
Sale Date:                          05/06/96

SITE DESCRIPTION

Site Area:                          17,424 sq. ft.        0.40 acres
Zoning:                             CXXV
Utilities:                          Available
Off-Sites:                          Fully Improved
Topography:                         Sloping
Location:                           Interior

SALE ANALYSIS

Price Per Square Foot:              $3.33

COMMENTS                            This small lot will require much grading and
                                    will support only a small commercial
                                    building considering much of the site will
                                    not be usable for a building pad or parking.


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                             COMPARABLE LAND SALE 3


PROPERTY IDENTIFICATION

Address:                            East side of Highway 41, S. of Road 426
City:                               Oakhurst
APN:                                066-100-034-0
County:                             Madera
Map Reference:                      N/A
Property Rights:                    Fee Simple

SALE INFORMATION

Grantor:                            Outback Inc.
Grantee:                            Campora Properties
Document Number:                    32439
Sale Price:                         $160,000
Sale Terms:                         Cash
Sale Date:                          12/15/95

SITE DESCRIPTION

Site Area:                          68,824 sq. ft.        1.58 acres
Zoning:                             CXXV
Utilities:                          Available
Off-Sites:                          Fully Improved
Topography:                         Sloping, w/ Flood Plain
Location:                           Interior

SALE ANALYSIS

Price Per Square Foot:              $2.32

COMMENTS                            Although this site has Highway 41 frontage,
                                    the abutting Fresno River and China Creek
                                    diminish the usefulness of the site.


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COST APPROACH (Continued)
- -------------

Discussion

These three land transactions represent the best available sale activity over
the last year. While there are more commercial land sales in the area, it is
very important to compare the subject with highway corridor transactions such as
the three presented here. Sale one has the benefit of being in an emerging
anchored retail center and derives most of its value from this beneficial
location. Sales two and three, although located on Highway 41, are impacted by
inferior topography or subject to flooding. The unadjusted indicated values
range from $2.32/SF to $8.61/SF. The discussion of the value adjustments and
conclusions is presented below.

Property Rights Conveyed

This adjustment considers the differences in legal status (interest) between the
subject property and the comparable sales. Specific interests convey different
types of rights in a property that affect value. Property rights can be defined
as fee simple, leased fee and leasehold interests. All the land sales used
involved the transfer of the fee simple interest and no adjustment is warranted
or made.

Financing Adjustment

The comparable land sales have been reviewed in reference to their financing.
Sales and asking prices represent all cash transactions, where no extraordinary
financing terms or seller financing is involved. Therefore, no cash equivalency
adjustments have been applied.

Conditions of Sale

No adjustments were necessary for conditions of sale since the transactions were
made between bona-fide buyer and sellers acting on their own best interest.

Market Conditions Adjustment - Time Factor

The sales were analyzed for changes in market conditions to determine if a
market conditions adjustment is required and, if so, to what magnitude. Based
upon our examination of present and historical land values and inflation rates,
it appears that land values within the Highway 41 commercial corridor have
remained flat. Much of the value drivers for the area are new-comers moving to
the area. The trend for new-comers has greatly slowed since it is necessary for
them to sell their homes in the major urban areas before moving (and retiring)
in the Oakhurst area. Since most of California's urban areas residential housing
stock has been devaluing, many would-be retirees have delayed plans to sell and
relocate to places such as Oakhurst. As a result, no market condition adjustment
has been made to the sales since the market has been flat since the time of
these land sales to the effective date of this appraisal.


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40644 Highway 41, Oakhurst, CA
- ------------------------------



COST APPROACH (Continued)
- -------------

Physical Adjustments

Factors which have an influence on value such as location, growth patterns and
trends, topography, hazard such as flood, slides or fire potential, employment
and commerce centers, size, and physical improvements required for development
(off-sites), all require appropriate adjustments in comparing the comparable
sales to the subject property.

Location adjustments:

Although all sales are similar in their Highway 41 exposure, sale one is
superior in location since it is in an anchored retail center at the
intersection of Highway 49 and Highway 41. Since this is a significantly
superior attribute, a large 25% negative adjustment is applied.

Size adjustments:

While sale three is similar in size to the subject, both sales one and two are
smaller which is generally considered a superior attribute since smaller parcels
sell at a higher unit price. A 5% negative adjustment is applied to both of
these sales to compensate for this superior attribute.

Topography/Hazards:

While sale one is generally level, sales two and three are sloping and sale
three is impacted by possible flooding. Since these are negative attributes,
positive adjustment are made since the subject site is a fairly level pad and
has no possibility of flood potential. A 20% upward adjustment is applied for
both sales two and three and an additional 25% upward adjustment for sale three
is made due to the flood hazard impact.

Concluded Value:

With adjustments, the comparable land sales indicate a range from $3.36/SF to
$6.03/SF. Sale one required a net adjustment of -$2.58 (-30%), sale two +$0.50
(+15%), and sale three +$1.04 (+45%). Because the subject would be very desired
due to its large buildable size, exposure to Highway 41, lack of flood hazard
potential, we conclude that its value will trend toward the upper end of the
value range established here. Therefore, we conclude that the estimated fee
simple value of the subject hotel site is $5.00 per square foot.

              77,972 square feet @ $5.00 per square foot = $389,862
                                Rounded $390,000


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



COST APPROACH (Continued)
- -------------------------

Reproduction Cost New

The next step in the Cost Approach is to estimate the cost new of the subject
improvements. The dimensions and characteristics of the improvements have been
identified through a field inspection and analysis. There are two forms of cost
data generally available. These are Replacement and Reproduction costs.

Replacement Cost is defined in Real Estate Terminology, Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of a building having
utility equivalent to the building being appraised but built with modern
materials and according to current standards, design and layout."

Reproduction Cost is defined in Real Estate Terminology, Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of an exact duplicate or
replica using the same materials, construction standards, design, layout, and
quality of workmanship, embodying all the deficiencies, super adequacies and
obsolescence of the subject building."

The use of the replacement cost concept presumably eliminates all functional
obsolescence, and the only depreciation to be measured is physical deterioration
and external obsolescence. In this appraisal, the Marshall Valuation Service, a
nationally recognized cost service, as well as consultation with local
contractors, has been used to derive the estimate of the replacement cost. The
publishers of this manual consider the estimates to be replacement costs, but
when the cost model closely conforms in construction materials and methods to
the subject, these costs can be considered as reproduction costs.

Since the cost estimate is applied to the gross area of the subject property,
the deficiencies and other adequacies of the subject are embodied in the cost
estimate and are dealt with in the depreciation estimate. The cost utilized in
this analysis is therefore considered to represent Reproduction Costs.

This estimate is set forth on the Development Proforma located at the end of
this approach. These costs include hard costs for construction, soft costs for
architectural and engineering, soil, legal, supervision, fees and related costs;
Financing costs; leasing commissions; and rent loss during absorption.
Developers profit is added at 18 percent to account for the high level of risk
and skill required to develop hotel property.

The hard construction cost for the improvements is estimated at $73.46 per
square foot. Soft costs are estimated at 8 percent for design, architectural and
engineering; 3 percent for development overhead, and 25 percent of annual income
is estimated for opening expenses and income loss during stabilization.


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COST APPROACH (continued)
- -------------

Furniture, Fixtures & Equipment

The guest rooms are furnished with typical modern furnishings which include
either a single king-sized bed, two or three queen beds, side tables, desk,
dresser, chairs, table, draperies, night stands, color television with remote,
lamps, couch, clock radio and telephones. Most rooms have a small refrigerator,
microwave and hair dryer. There are some kitchenette units. FF&E includes all
the furnishings, linens and supplies, cleaning and house keeping equipment,
business office and front desk equipment, furnishings and related personal
items. We have estimated these personal property items at a depreciated
replacement value of $2,500 per room, or $200,000.

Accrued Depreciation

Accrued depreciation is the difference between the reproduction cost of the
improvements and the market value of the improvements on the date of valuation.
Depreciation is characterized by three categories: physical, functional and
external.

Physical depreciation is evidenced by wear and tear of the structure. Functional
obsolescence is also caused by internal characteristics such as a poor floor
plan, inadequate mechanical equipment or functional inadequacy or over adequacy
due to size or other characteristics. External or economic obsolescence is
caused by conditions external to the property, such as a lack of economic demand
or changing property uses in the area, or general national or regional economic
conditions.

To establish the appropriate depreciation to be applied to the subject, the
Marshall Valuation Service has been consulted. This service collates by type of
construction and usage actual case studies of properties to produce market
derived depreciation and remaining life estimates. These studies resulted in
mathematical curves from which the depreciation for any initial life expectancy
can be computed. An additional method of estimating physical depreciation is the
Age/Life Method. This is a method of estimating incurable physical deterioration
as a percentage applied to current replacement or reproduction cost new of the
improvements. The percentage reflects the ratio of estimated effective age to
typical anticipated economic life.

The depreciation estimate for the subject property is based an effective age at
8 years and an expected life of 50 years for the improvements indicating a
depreciation estimate of 16 percent.

Located on the following page is a summary of the replacement cost new,
including depreciation and land value indication. It indicates an As Is value of
subject property, as follows:

                                   $5,490,000
                                   ==========


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                             Replacement Cost Study


<TABLE>
<CAPTION>
==============================================================================================================
Development Proforma
Shilo Inn, Oakhurst, CA
- --------------------------------------------------------------------------------------------------------------
<S>                     <C>        <C>          <C>        <C>         <C>           <C>             <C> 
MVS: Sec. 11, P 17, Class D, Good  Current X    Local X    Adj $/sf
- ---------------------------------  ---------    -------    --------
Base Cost:              $69.30      1.00         1.06       $73.46

Hard Costs                          Measure                $/Measure                    Cost           $/SF
- ----------                          -------                ---------                    ----           ----
 Building                           52,467 SF               $73.46     $3,854,121     
 Yard Improvements                                                       $200,000
                                                                       ----------

Total Hard Costs                                                                     $4,054,121       $77.27

Soft Costs

Architechtual & Engineering                      8.00%                  $324,300
Development Overhead                             3.00%                   121,600
Stabilization & Opending Expenses       25% of annual income             300,613

Total Soft Costs                                                                       $746,513       $14.23
                                                                                       --------

Total Improvement Costs                                                              $4,800,634       $91.50

Entrepreneurial Profit              18.00%                                             $864,114       $16.47
                                    ------                                             --------       ------
Total                                                                                $5,664,748      $107.97

Depreciation Adjustment             Age/Life                % Dep.        $ Dep.

Physical                              8/50                  16.00%        $768,101

Total Depreciation                                                                     $768,101       $14.64
                                                                                       --------       ------
Project Costs (Depreciated Replacement Cost)                                         $4,896,646       $93.33

Depreciated Furniture Fixtures & Equipm               80 Unites @       $2,500         $200,000


Land Valuation                      Acres             SF      $/SF    Land Value          Total
- --------------                      -----             --      ----    ----------          -----
Site Value in Fee                   1.79          77,972     $5.00     $389,860

Site Value                          1.79          77,972     $5.00                     $390,000
- --------------------------------------------------------------------------------------------------------------
Indicated Value                                                                      $5,486,646

Rounded                                                                              $5,490,000
                                                                                     ==========
==============================================================================================================
</TABLE>


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                           DIRECT COMPARISON APPROACH

The Direct Comparison Approach attempts to estimate the value of the subject
property by comparing sales of similar properties within the market area of the
subject. These sales are inspected, verified as to price, terms and conditions
of the property at the date of sale, location, and income characteristics of the
property. The data are then analyzed and compared to the subject property. The
units of comparison considered significant in determining the subject's market
value are the sale price per square foot and price per unit. In addition, a
Gross Room Revenue Multiplier is derived for use as an additional measure of
value for this approach.
The overall rate is also abstracted from the market data for use in the Income
Approach.

A search of the subject's regional market area was conducted to find sales of
generally comparable hotel facilities that have occurred in the recent past. A
summary of the sales that were considered most relevant for this analysis are
summarized on the following page.


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                        -------------------------------
                        REGIONAL SUMMARY OF HOTEL SALES
                        ===============================

<TABLE>
<CAPTION>
==============================================================================================================
                                   Date of   Year    Building   Land   Land/Bldg   No of    Gross     Sale    
No.       LOCATION                   Sale    Built     Area     Area     Ratio     Units   Area/Rm.   Price   
==============================================================================================================
<S> <C>                             <C>      <C>      <C>       <C>      <C>        <C>      <C>   <C>        
1   Comfort Inn                     May-95   1990     30,740    76,405   2.49:1      58      530    $2,800,000
    13207 NE 20th Avenue                               Est.                                                   
    Vancouver, WA                                                                                             
                                                                                                              

2   Comfort Inn                     Jun-96   1992     34,000    66,646   1.96:1      64      531    $2,600,000
    8855 SW Citizens Drive                                                                                    
    Wilsonville, OR

3   Ramada Inn                      Oct-94   1978     68,410    16,200   0.24:1     120      570    $8,400,000
    2200 Fifth Avenue                                                                                         
    Seattle, WA                                                                                               

4   Days Inn                        Feb-95   1985     23,175    26,574   1.15:1      45      515    $2,150,000
    1332 Broadway
    Placerville CA

5   Ramada Inn                      Sep-95   1971     60,520   163,785   2.57:1     135      448    $6,054,400
    300 W. Palmdale Bl.
    Palmdale CA

<CAPTION>
=============================================================================================
                                   Price/   Price/                   Comments
No.       LOCATION                 Sq. Ft.   Unit
=============================================================================================
<S> <C>                            <C>      <C>       <C>
1   Comfort Inn                     $91.09  $48,276   Occupancy reported at 70 percent ADR @ 
    13207 NE 20th Avenue                              $46.00. No food and beverage           
    Vancouver, WA                                     One meeting room, spa, pool, excercise 
                                                     
2   Comfort Inn                     $76.47  $40,625   Two-story wood frame motel located in  
    8855 SW Citizens Drive                            suburban location.
    Wilsonville OR

3   Ramada Inn                     $122.79  $70,000   Four-story wood frame & stucco downtown
    2200 Fifth Avenue                                 location. Renovated prior to sale. $70
    Seattle, WA                                       ADR estimate.

4   Days Inn                        $92.77  $47,778   Located at the east side of the city of 
    1332 Broadway                                     Placerville a "gold country" destination
    Placerville CA                                    city.
                        
5   Ramada Inn                     $100.04  $44,847   Sales price indicated is doubled since
    300 W. Palmdale Bl.                               actual sales price was for a 50%
    Palmdale CA                                       interest.  4 story concrete block Located 
                                                      near new development.
</TABLE>


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



                                    Sales Map

                                [GRAPHIC OMITTED]

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                             COMPARABLE SALE NO. 1

                               [GRAPHIC OMITTED]



ADDRESS:                Comfort Inn                 GRANTOR:   Ray Patel, et al.
                        13207 NE 20th Avenue        GRANTEE:   Shree Ram LLC
                        Vancouver, WA
DESCRIPTION:            Two-story wood frame        DOCUMENT #:      Na
                        and stucco limited service  MARKET TIME:     Na
                        hotel                       NUMBER OF UNITS: 58
YEAR BUILT:             1990                        SALE PRICE:     $2,800,000
LOT SIZE:               76,405 S.F.                 SALE DATE:      June 5, 1995
CONDITION:              Average/Good                TERMS: $350,000 down
QUALITY:                Average                            seller wrapped exist-
                                                           ing $1.45M 1st TD 
                                                           with, due in 10 years

BUILDING AREA:          30,740 S.F.                 GROSS INCOME:       $685,540
LAND:BLDG RATIO:        2.49:1                      NET INCOME:         $288,000
PRICE/S.F.:             $91.09                      OVERALL RATE        10.29%
PRICE/UNIT:             $48,276                     GRM:                4.08
FF&E:     $140,000

COMMENTS: This property is located at the Vancouver Mall north of Portland
Airport in a newly developing area. It is a newer property in good condition but
round about access. 1994 ADR reported at $46.00 and Occupancy at 70%.


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                              COMPARABLE SALE NO. 2

                                [GRAPHIC OMITTED]



ADDRESS:                Comfort Inn                 GRANTOR:  Mahalaxmi Inc.
                        8855 SW Citizens Drive      GRANTEE:  Ganesh Enterprises
                        Wilsonville, OR
DESCRIPTION:            Two-story wood              DOCUMENT #:  9603044444
                        frame limited service       MARKET TIME: Na
                        hotel
NUMBER OF UNITS:        64
YEAR BUILT:             1992                        SALE PRICE:   $2,600,000
LOT SIZE:               66,646 S.F.                 SALE DATE:    June 19, 1996
CONDITION:              Average/Good                TERMS:    $800,000 down
QUALITY:                Average                               $1,8M 1st Td 
                                                              Commercial Bank
BUILDING AREA:          34,000 S.F.                 GROSS INCOME:   $804,825
LAND:BLDG. RATIO:       1.96:1                      NET INCOME:     $310,628
PRICE/S.F.:             $76.47                      OVERALL RATE       11.95%
PRICE/UNIT:             $40,625                     GRM:                3.23
FF&E:                   $160,000 Est.

COMMENTS: This suburban property is located near Highway 5 and is a newer
property with good exposure but less than direct access.


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                              COMPARABLE SALE NO. 3

                                [GRAPHIC OMITTED]


ADDRESS:                Ramada Inn                 GRANTOR: 2200 Fifth Ave. Ltd.
                        2200 5th Avenue            GRANTEE:  Devin Corporation
                        Seattle, WA
DESCRIPTION:            Four-story over parking    DOCUMENT #:      9410280992
                        frame and stucco hotel     MARKET TIME:     6 months
                        with restaurant/lounge     UMBER OF UNITS:  120
YEAR BUILT:             1978                       SALE PRICE:  $8,400,000
LOT SIZE:               16,200 S.F.                SALE DATE:   October 28, 1994
CONDITION:              Average                    TERMS:    $3,000,000 down
QUALITY:                Average                              $5,400,000 1st Td 
                                                             Seafirst Bank
BUILDING AREA:          68,410 S.F.                GROSS INCOME:   Na
LAND:BLDG RATIO:        0.24:1                     NET INCOME:     Na
PRICE/S.F.:             $122.79                    OVERALL RATE    Na
PRICE/UNIT:             $70,000                    GRM:            Na

COMMENTS: This property is located on Fifth Avenue in the Denny Grade area of
downtown Seattle. It was renovated prior to the sale with new lobby, HVAC and
FF&E. Property leases additional parking nearby. Seller leased back property for
10 years, terms unknown. Central city location, average appeal.


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                              COMPARABLE SALE NO. 4

                                [GRAPHIC OMITTED]


ADDRESS:                Days Inn            GRANTOR: Sunrise Commercial Inc.
                        1332 Broadway       GRANTEE: Hiren & Sundip Partnership
                        Placerville, CA
DESCRIPTION:            Two-story wood      DOCUMENT #:   95-5692
                        frame motel         MARKET TIME:  12 month
NUMBER OF UNITS:        45
YEAR BUILT:             1985                SALE PRICE:   $2,150,000
LOT SIZE:               26,571 S.F.         SALE DATE:    Feb. 07, 1995
CONDITION:              Good                TERMS:   $189,000 down; $1.7 mm 1st 
                                                     at market, seller carry 
                                                     $260,000
QUALITY:                Average
BUILDING AREA:          19,100 S.F.         GROSS INCOME:   $788,400
LAND:BLDG RATIO:        1.39:1              NET INCOME:     $201,042
PRICE/S.F.:             $112.57             OVERALL RATE        9.98%
PRICE/UNIT:             $47,778             GRM:                2.73

COMMENTS: This property is located on the east side of the Town of Placerville.
The motel is sited in a rustic area along Broadway which is a major city
arterial. Highway 50 runs parallel with Broadway and the motel is easily
accessible from the freeway exit. The actual ADR is $48.



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                              COMPARABLE SALE NO. 5

                                [GRAPHIC OMITTED]

<TABLE>
<CAPTION>
<S>                     <C>                         <C>    
ADDRESS:                Ramada Inn                  GRANTOR: California Tennessee Inv.
                        300 West Palmdale Blvd.     GRANTEE: Charles & Sandy Cha Corp.
                        Palmdale, CA
DESCRIPTION:            Four Story concrete block   DOCUMENT #:     1578626
                        motel with restaurant       MARKET TIME:   12 month
                        and conference facilities
NUMBER OF UNITS:        135
YEAR BUILT:             1971                        SALE PRICE:   $6,054,400
LOT SIZE:               163,785 S.F.                SALE DATE:    Sep. 28, 1995
CONDITION:              Average                     TERMS:   Seller carry 1st
QUALITY:                Average
BUILDING AREA:          60,520 S.F.                 GROSS INCOME:   Na
LAND:BLDG RATIO:        2.57:1                      NET INCOME:     Na
PRICE/S.F.:             $100.04                     OVERALL RATE    Na
PRICE/UNIT:             $44,847                     GRM:            Na
</TABLE>

COMMENTS: This sale was a 1/2 interest and the sales price has been doubled to
indicate a full value transfer. This area of Palmdale is on the west side of the
Antelope Valley Freeway near the Antelope Valley Mall and new development such
as a Best Buy and a new Target store. The location has good exposure from the
Antelope Valley Freeway.


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DIRECT COMPARISON APPROACH (Continued)

To compare the relevant sales to the subject property, consideration has been
given to such factors as financing, market conditions, conditions of sale and
physical and economic characteristics such as location, quality of the
improvements, age and condition of the improvements, overall size and property
operation levels.

Property Rights Conveyed

This adjustment considers the differences in legal status (interest) between the
subject property and the comparable sales. Specific interests convey different
types of rights in a property that affect value. Property rights can be defined
as fee simple, leased fee and leasehold interests. All the sales used were fee
simple estates and no property rights adjustments are necessary.

Financing Adjustment

Typical income producing property sales transactions involve some combination of
mortgage financing and cash (or equity) transfer. Knowledgeable investors are
aware that the use of mortgage financing will have an effect on the yield to
equity funds. The careful structuring of the mortgage and equity components of a
transaction may produce higher returns to the equity position than the overall
return to the property (positive leverage). This process can work in the
opposite direction when the rate paid for mortgage funds exceeds the overall
rate produced by the property (negative leverage). When the terms of the sale
are atypical, the result may be a price that is higher or lower than that of a
normal market transaction. In this analysis, it is assumed that the subject is
expected to sell for cash or with the prevalent institutional financing terms
available.

The comparable sales have been reviewed in reference to their financing and
typically involved normal or large down payments with the balance typically
financed by the seller or major lending institutions at prevailing long term
rates. No secondary financing was of any particular advantage and was not
considered to affect the sale prices. Based on an analysis of the financing
terms of the comparable sales, no adjustments were required and the sales are
all cash equivalent.

Conditions of Sale

The comparables were reviewed for their conditions of sale surrounding the
transactions. Sale 5 was a market transaction, but for only a 50% interest in
the property. After consideration of the price paid and the quality of the motel
purchased as well as verification of the sale, we concluded that it is
reasonable to simply double the price paid for a full value 100% interest. No
discount for minority interest was necessary because of the above stated
reasons. None of the other sales required any conditions of sale adjustments
since the sales prices were all based on market value with no unusual conditions
surrounding the transactions.


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DIRECT COMPARISON APPROACH (Continued)

Market Conditions

The next adjustment to the comparables is to determine any change in value
associated with the passage of time. Due to changes in market conditions between
the date of sale and the date of valuation, an adjustment must be made to
compare the comparable sale to the subject. Changes in the market conditions
often result from various causes such as inflation, deflation, changing demand
or supply and changes in the general economy. It is noted that the adjustment is
not for the passage of time itself, but for the changes in market conditions
that have occurred over the time period in question. The best indication of
value change over time is the sale and resale of the same property. The sales
used occurred between late 1994 and mid 1996, under similar market conditions as
exist for the subject valuation. No market conditions adjustments are warranted.

Locational, Quality, Age and Condition and General Adjustments

The sales used indicate a range between $76.47 to $122.79 per square foot. They
range between $40,625 to $70,000 per unit. The sales occurred between October
1994 and June 1996 and are the best available sales comparables for use in
comparison to the subject property due to their generally similar physical and
economic characteristics.

It is noted here that we reviewed several motel/hotel sales in the local market
area which occurred in the past two years and found most to have sold at prices
below the low end of the above range. Many of those properties are locally
oriented, poorly performing properties which did not represent viable investment
alternatives to the subject and thus they were not included in our analysis. We
had to broaden our search to a regional market since we considered the subject
property to have a regional investment and market appeal. While the sales used
are not direct comparables to the subject property, generally being in urban
locations and larger market areas, they are the best indicators of the subject's
value due to its economic and market characteristics which are more similar to
the sales used than to local sales, and due to its regional identity as part of
the regional chain with a good reputation and an established guest following.

Since the validity test for all adjustments in the sales comparison approach is
what the market reaction to differences will be, we conclude that the market's
reaction to one property over another is ultimately reflected in its stabilized
operating performance. Market preferences for dozens of amenities and
characteristics including neighborhood/location, pool/spa's, exercise rooms,
restaurants, shuttle services, continental breakfasts, free movie channels etc.
are all expressed in the economic productivity of the going concern. The better
the amenity mix the more the property generates. Conversely, if the operations
and facilities fail to meet local standards and customer preferences, this will
be reflected in a lower economic performance.


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DIRECT COMPARISON APPROACH (Continued)

Therefore, individual adjustments for property characteristics are not even
attempted here. Developing statistical correlation to determine the relative
contribution to total property value of various amenities or locational
characteristics would become absurdly complex. Instead we focus on the range of
values indicated on a per unit basis and on the value indicators that indicate
economic productivity and return potential. These are the gross revenue
multiplier (GRM) and the overall capitalization rate (OAR).

Gross Revenue Multipliers

We were careful to select our primary comparable sales from within the general
region of the subject property where similar economies and social factors impact
value. However when we attempted to verify income and operating expense
information for the sales referenced herein we were only able to confirm data
for two of the six sales profiled here. This is simply too small a sampling to
develop reliable GRM and OAR indicators for estimating values through the Sales
Comparison Approach. Therefore we have summarized these sales together with four
other supplementary sales for which income/expense data and GRM/OAR indicators
could be extracted and verified. These sales are summarized on the table on the
previous page.

These sales represent a broader cross-section of hotel properties encompassing
limited and full service properties, and include some middle and upper tier
market operations. The GRM value indicators for the subject property are best
indicated by an overall assessment of the range from all the six supplemental
sales. We believe that the subject should be in the lower end to middle of the
range, between 3.4 and 3.6 times gross income. We have estimated a GRM of 3.5 as
applicable to the subject property which indicates a value of:

                     $1,202,451 GRM x 3.5 =       $4,208,579

                     Rounded                      $4,210,000

Value Per Unit

Recognizing that these indicators yield somewhat divergent values, we must point
out that without a highly detailed, multi-factorial quantitative adjustment
process, the sales comparison approach is going to yield the most divergent
array of value indicators of the three approaches. Attempting to apply
"reasonable" adjustments injects so much subjectivity into the analyses that we
conclude the principal benefits of the direct sales comparison approach are
diagnostic rather than projective. They may reveal operating, economic and
functional anomalies of the subject property but in the end prove marginal at
actually predicting value.


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<PAGE>

                            ------------------------
                            SUPPLEMENTAL HOTEL SALES
                            ------------------------

<TABLE>
<CAPTION>
===================================================================================================================================
                              Date of   Year  Building    No of   Gross                   Sale        Price/    Price/
No.    LOCATION               Sale      Built   Area      Units   Revenue      NOI        Price       Sq. Ft.   Unit     GRM   OAR
===================================================================================================================================
<C>   <S>                     <C>     <C>      <C>        <C>    <C>        <C>         <C>           <C>      <C>      <C>   <C>
1     Comfort Inn             May-95    1990   30,740      58     $685,540   $288,000   $2,800,000    $91.09   $48,276  4.08  10.29%
      13207 NE 20th Avenue
      Vancouver, WA

2     Capital Inn/Days Inn    Jan-95    1990   29,949      81     $778,745   $373,765   $3,320,000   $110.86   $40,988  4.26  11.26%
      120 College Street
      Lacey WA

3     Quality Inn             Oct-95  1977/86  29,200      73     $685,200   $293,760   $2,625,000    $89.90   $35,959  3.83  11.19%
      1545 NE Burnside
      Gresham, OR

4     Embassy Suites          Feb-95    1988   71,664     102   $1,900,000   $690,400   $8,000,000   $111.63   $78,431  4.21   8.63%
      706 S. Milton Road
      Flagstaff, AZ

5     Ameritel Inn            Jun-96    1991   48,966      94   $1,652,218   $823,838   $6,110,000   $124.78   $65,000  3.70  13.48%
      Confidential

6     Bellevue Hilton         Aug-95    1979  122,369     180   $3,945,000 $1,107,000  $12,300,000   $100.52   $68,333  3.12    9.0%
      100 112th Street NE
      Bellevue WA


                     Mean:                                                                           $104.79   $56,165  3.87  10.64%


   Unadjusted Ranges:      $89.90   to    $124.78 /Sq.Ft.
                          $35,959   to    $78,431 /Unit
                             3.12   to        426 GRM
                            8.63%   to     13.48% OAR
</TABLE>


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40644 Highway 41, Oakhurst, CA
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DIRECT COMPARISON APPROACH (Continued)

The primary sales comparables most similar to the subject in size, type of
operation and appeal are Sales Nos. 1, 4 and 5. These sales suggest values in
the high 40,000's per unit. Given the stable and profitable operating
performance of the subject property we conclude that the subject, value per room
is between $47,000 and $48,000. We conclude on a value of $47,500 per room or:

                    80 Units @ $48,000 per Unit = $3,840,000

                              Conclude @ $3,850,000

Correlation of Value

The two units of comparison applied indicate a range of value for the subject
property between $3,850,000 and $4,210,000. We have selected a value indication
at the middle of the two indications, as follows:

                        Conclude          $4,000,000
                                          ==========


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                                 INCOME APPROACH

The Income Approach is premised upon the principle of anticipation which holds
that value is determined by the present worth of the anticipated future
benefits. These benefits in the case of an income producing property are the net
cash flows, the reversion at the end of the holding period, and the inherent tax
benefits afforded an owner of income property.

In this approach, the value is estimated by the capitalization of the expected
future net income. Capitalization is the process of converting an income stream
into a single capital value. This is the amount that a prudent, typical informed
purchaser would pay as of the valuation date for the right to receive the
forecast net income over the specific period.

In order to make relatively accurate income and expense projections for the
subject property, we have relied on the subject's actual operating history for
the past three years, plus the trailing 12 months ended August 1996. We also
relied on market conditions, lodging industry reports and our survey of lodging
competition in the subject's area. We also analyzed local industry trends from
Star Reports as prepared by Smith Travel Research.

As a part of our analysis to develop the potential gross income of the subject,
the appraiser has conducted a survey of hotel facilities considered to be
competitive with the subject property. The survey focused on hotels which are
considered to be primary competition to the subject. These hotels are summarized
on the following page.


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                          SUMMARY OF COMPETITIVE HOTELS

                          NO OF   RACK
NO.  LOCATION             ROOMS   RATE               COMMENTS

1.   Yosemite Gateway     118     $50-74 Single      Pools, meeting rooms, wet
     Best Western                 $56-88 Double      bar, sauna, spa, exercise
     40530 Hwy. 41                $120 Two Bedroom   room lounge, cable TV.
     Oakhurst                     +$10 Kitchen

2.   Holiday Inn          42      $39-79 Single      Hotel is immediately
     Express                      $69-95 Double      adjacent the Shilo Inn
     40662 Hwy. 41                                   to the north. Has pool,
     Oakhurst                                        spa, one room with
                                                     spa, cable TV.

3.   Comfort Inn          114     $55-80 Single      8 Two Bedroom Units
     40489 Hwy. 41                $95-115 Double     for up to 6 people. most
     Oakhurst                     $115 Two Bedroom   rooms with refrigerators,
                                  +$10 Kitchen       pool, spa, cable TV.

4.   Ramada Limited       70      $45-55 Single      Meeting rooms, some
     48800 Royal Oaks             $75-60 Double      refrigerators, wet bars,
     at Hwy. 41                   $105               spa, pool, whirlpool,
     Oakhurst                     +$10 Kitchen       cable TV.

*    Subject-Shilo Inn    80      $ 75-97 Queen      All rooms have
     40644 Highway 41             $ 75-97 King       mini-refrigerators,
     Oakhurst, CA                 +10 Premium Rm     wet bar, microwaves, cable 
                                                     TV,  pool, spa, sauna, 
                                                     steam room, exercise room.


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                             Competitive Hotels Map

                               [GRAPHIC OMITTED]

                                    Oakhurst


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                             COMPETITIVE HOTEL NO. 1
                             -----------------------


                               [GRAPHIC OMITTED]



                             COMPETITIVE HOTEL NO. 2
                             -----------------------


                                [GRAPHIC OMITTED]


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                             COMPETITIVE HOTEL NO. 3
                             -----------------------


                                [GRAPHIC OMITTED]



                             COMPETITIVE HOTEL NO. 4
                             -----------------------


                                [GRAPHIC OMITTED]


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INCOME APPROACH (Continued)

The directly competitive lodging market includes the Shilo Inn and four other
lodging facilities as shown on the previous summary page. These five hotels
provide 424 (83%) of the 510 guest rooms in the community of Oakhurst. These
five properties are located on Highway 41 and cater primarily to the tourist
traveler going to Yosemite National Park via the south entrance. Other local
motels are not considered direct competition. These properties have minimal
rooms, no franchise or name recognition, and, except for the Oakhurst Lodge,
have a location off Highway 41 and or Highway 49. Oakhurst Lodge is not rated by
the Automobile Club and is in significantly inferior condition that the directly
competitive lodging facilities.

The Best Western Gateway Inn is a 118-room motel which opened in 1984 with 42
rooms, expanded in 1988 to 92 rooms and 118 rooms by 1990. This property is the
largest in Oakhurst and is in good condition. It is located two sites south of
the subject. The property leases a restaurant pad to the Viewpoint Restaurant
which can seat approximately 100 people. The Viewpoint Restaurant is the largest
food and beverage facility in Oakhurst and captures a significant amount of
outside food and beverage demand from local organizations. The motel has a
swimming pool, Jacuzzi, and uses the Best Western reservation system. Like the
subject, it is located on the west side of Highway 41 where the views of local
mountains are better and at an elevation which captures the most sun throughout
the day.

A 70 room Ramada Limited Hotel is located on Royal Oaks Drive on the east side
of Highway 41 in a low valley with little to no views and minimal sunshine as
compared to the Shilo, Best Western, Holiday Inn and Comfort Inn. This Ramada
opened in 1992 and its lower rates reflect its lesser location. The 42 room
Holiday Inn Express located immediately north of the Shilo Inn opened in 1990
and is a limited-amenity facility emphasizing lower rates. It benefits from its
location next to the Shilo Inn as well as the Ol' Kettle Restaurant which is
between the Holiday Inn and the Shilo Inn. The 114 room Comfort Inn is on the
east side of Highway 41, but not at a significant lower elevation so it benefits
the site with sun exposure and mountain views. There are many restaurants near
this motel.

Conclusions

Data compiled by Smith Travel Research, Inc. clearly reveals an industry
besieged by strong competition, declining average occupancy, declining
aggregated room demand, and declining revenue and ADR. The trends in the late
1980s and early 1990s were strong and encouraged an over-supply of rooms which
is currently the case in the community of Oakhurst. Recently, however, tourism
is increasing throughout the state and Yosemite is consistently the most popular
national park by far. Memories of civil unrest in Los Angeles are fading and the
film and motion picture industry continues to glamorize the West Coast bringing
it to the attention of travelers world-wide. Locally and regionally the trends
appear to be lagging the national trends by at least a year, suggesting that
1996 should be a transitional year in the Oakhurst area. Early National Park
data suggests that 1996/1997 should be a stronger year all around for the
lodging industry than the years 1995/1996.


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<TABLE>
<CAPTION>
====================================================================================================================================
- ------------------------                             SHILO INN
# of Rooms            80                             40644 highway 41
- ------------------------                             Oakhurst, CA
- -------------------------------          ---------------------------------------
Building Area         52,467 sf          RECONSTRUCTED HISTORICAL OPERATING DATA
- ------------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
                                                                                                                                  
                                            1993                          1994                            1995                    
====================================================================================================================================
Occupancy Rate                             56.00%                        48.00%                          53.00%                   
Average Room Rate                          $79.76                        $80.49                          $74.42                   
- ------------------------------------------------------------------------------------------------------------------------------------
REVENUES                                            % Total Per Room               % Total  Per Room              % Total   Per Room
                                                    ------- --------               -------  --------              -------   --------
<S>                                     <C>         <C>     <C>       <C>          <C>      <C>       <C>         <C>       <C>     
Room Rentals                            $1,294,673   96.4%  $ 16,183  $1,108,674    96.3%   $ 13,858  $1,144,131   95.8%    $ 14,302
 Restaurant                                      0    0.0%  $      0           0     0.0%   $      0           0    0.0%    $      0
 Telephone                                  22,691    1.7%  $    284      23,302     2.0%   $    291      25,412    2.1%    $    318
 Other Income                               25,808    1.9%  $    323      19,160     1.7%   $    240      25,062    2.1%    $    313
- ------------------------------------------------------------------------------------------------------------------------------------
Total Revenue                           $1,343,172  100.0%  $ 16,790  $1,151,136   100.0%   $ 14,389  $1,194,605  100.0%    $ 14,933
                                                                                                                          
EXPENSES                                                                                                                  
 Departmental Expenses                                                                                                     
 Rooms Department                          261,365   19.5%  $  3,267     253,629    22.0%   $  3,170     257,666   21.6%    $  3,221
 Food & Beverage                            32,531    2.4%  $    407      25,063     2.2%   $    313      30.578    2.6%    $    382
 Telephone                                  16,543    1.2%  $    207      16,717     1.5%   $    209      14.518    1.2%    $    181
                                                                                                                          
Undistributed Operating Expenses                                                                                          
 Administrative & General                   52,380    3.9%  $    655      59,820     5.2%   $    748      59,655    5.0%    $    746
 Management                                 67,159    5.0%  $    839      57,557     5.O%   $    719      59,730    5.0%    $    747
 Marketing                                  34,610    2.6%  $    433      49,661     4.3%   $    621      43,254    3.6%    $    541
 Utilities                                 104,763    7.8%  $  1,310      97,517     8.5%   $  1,219      93,756    7.8%    $  1,172
 Property Operations & Maintenance          44,177    3.3%  $    552      59,066     5.1%   $    738      54,999    4.6%    $    687
 Capital Improvements                       13,252    1.0%  $    166      17,996     1.6%   $    225      24,597    2.1%    $    307
 Miscellaneous                               1,493    0.1%  $     19       1,783     0.2%   $     22       1,777    0.1%    $     22
                                                                                                                          
Fixed Charges                                                                                                             
 Property Tax & License                     38,437    2.9%  $    480      38,185     3.3%   $    477      37,778    3.2%    $    472
 Insurance                                   7,919   0.6O%  $     99       8,033     0.7%   $    100      10,421    0.9%    $    130
                                                                                                                          
- ------------------------------------------------------------------------------------------------------------------------------------
Total Expenses                          $  674,629   50.2%  $  8,433  $  685,027    59.5%   $  8,563  $  688,729   57.7%    $  8,609
NET OPERATING INCOME                    $  668,543   49.8%  $  8,357  $  466,109    40.5%   $  5,826  $  505,876   42.3%    $  6,323
====================================================================================================================================
</TABLE>

================================================================================
                                      Trailing 12
                                      Months 8/96
================================================================================
Occupancy Rate                        51.O0%
Average Room Rate                     $76.11
- --------------------------------------------------------------------------------
REVENUES                                       % TOTAL    PER ROOM
                                               -------    --------
Room Rentals                       $1,124,602   95.80%    $14,058
 Restaurant                        $        0     0.0%    $     0
 Telephone                             21,842     1.9%    $   273
 Other Income                          27,113     2.3%    $   339
 Total Revenue                     $1,173,557   100.0%    $14,669

EXPENSES
 Departmental Expenses
 Rooms Department                     259,989    22.2%    $ 3,250
 Food &Beverage                        26,961     2.3%    $   337
 Telephone                             17,231     1.5%    $   215

Undistributed Operating Expenses
 Administrative & General              55,455     4.7%    $   693
 Management                            58,678     5.0%    $   733
 Marketing                             27,884     2.4%    $   349
 Utilities                             91,462     7.8%    $ 1,143
 Property Operations & Maintenance     44,286     3.8%    $   554
 Capital Improvements                  24,377     2.1%    $   305
 Miscellaneous                          1,591     0.1%    $    20

Fixed Charges
 Property Tax & License                35,187     3.0%    $   440
 Insurance                             11,042     0.9%    $   138
 ----------------------------------------------------------------
 Total Expenses                    $  654,143    55.7%    $ 8,177
 NET OPERATING INCOME              $  519,414    44.3%    $ 6,493


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INCOME APPROACH (Continued)

Occupancy and Room Revenue Estimates

The subject's reconstructed historical operating summary, as provided by the
Shilo Inn, is located on the previous page. Occupancy changed from 56 percent in
1993 to 48 percent in 1994, to 53 percent in 1995 and is 51 percent for the
trailing 12 months. The figures for 1994 and 1995 reflect the bottom of the
California recession and as can be seen occupancy is up in 1996 and is expected
to stabilize in the low 50 percent range. The average daily room rate has
decreased from $79.76 in 1993 to $76.11 in 1996. We expect the subject property
to maintain its operation within this range of the market for the foreseeable
future.

The Smith Travel Research report located in the addenda indicates that occupancy
market wide was 61.2 percent in 1993, 58.0 percent in 1994, 56.3 percent in 1995
and is achieving 58.5 percent in the first nine months of 1996. The average
daily rates have increased from $59.17 in 1993 to $65.06 in 1996. These figures
reflect support for the subject's operations.

Based on our analysis of the competitive market area and the subject's
operations, it is our opinion that the subject will achieve an average occupancy
rate of 52 percent in 1997 and for the duration of our analysis. An average
daily rate of $76.00 for year one, projected to increase at an annual rate of 3
percent per year.

Other Revenues

Other revenues include telephone income, estimated at 2.0 percent of room
revenues and miscellaneous other income from vending machines and similar items,
which is estimated at 2.2 percent of room revenues. The subject's history is the
best indicator of these revenue.

EXPENSE ANALYSIS

In addition to the subject's actual historical operating data, previously
presented, we have reviewed expense data as reported in Trends by PKF
Consulting, and Star Travel Research which are both located in the addenda.

Departmental Expenses

Rooms

Room expenses include salaries, wages, payroll taxes and fringe benefits for
front desk staff and housekeeping personnel; general hotel expenses (excluding
franchise fees); guest room supplies; cleaning supplies; laundry, linen;
reservations/booking expenses; travel agent commissions; and numerous other
small expense categories. PKF industry standards indicate a range from $3,166 to
$3,950 per room. Star Research reports rooms department expenses to range from
$3,208 to $4,432. The subject's reconstructed historical data indicates a range
from $3,170 to $3,267 per room. The subject is operating at stable and
consistent levels which are below industry averages. We have projected $3,250
per room for departmental room expense which is near the subject's actual
historical performance. We believe that a typical buyer for the subject property
would a similar chain operation or even larger organization that can achieve the
same efficiencies that the current operations have demonstrated.


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INCOME APPROACH (Continued)

Telephone

Telephone expenses include monthly service charges, local and long distance
charges billed by the phone company. The subject property utilizes a discount
rate long distance provider which bills in six second increments, and offers
discounted long distance rates. Although the ratio of phone revenues to expenses
are in line with the industry standard at about 2:1, these operations comprise a
small percentage of revenue. We have utilized an expense ratio of 75 percent of
telephone revenues based on historical data.

UNDISTRIBUTED OPERATING EXPENSES

These expenses reflect the expenses and fixed overhead items which are not
attributable to any specific activity or profit center but are required to
maintain the going concern operation. These include Administrative and General
Expenses; Franchise Fees; Marketing and Guest Entertainment costs; Property
Operation and Maintenance Costs; Energy / Utility Costs and miscellaneous other
unallocated departmental costs.

Administrative and General

These expense items include: administrative staff salary/wages, payroll taxes
and benefits; bookkeeping and accounting; vehicle expenses; credit card
commissions; office supplies; printed materials; postage; professional and legal
fees; contract security; and owner/manager travel expenses, and bad debt
write-offs. PKF reveals that industry standards for administrative and general
expenses in the two property categories we compared the subject to ranged from
7.8% to 9.0%. Smith Travel indicates this expense to range from 9.1% to 9.4% for
the subject's categories. The subject expended between 3.9% and 5.2% for G&A
over the past four years. We conclude that the most subject's actual experience,
with some consideration to industry averages, is the best indicator of this
expense and have selected 5.0% for our projections.

Management Fees

The subject property is owner operated and the primary compensation paid to the
owner managers comes in the form of profit distributions. A portion of the
executive management compensation is also accounted for in Administrative
salary/wages which are also somewhat below industry averages by several
measures. A typical market derived management fee for an operation such as the
subject should run at least 3.0%-5.0% according to most reliable sources. PKF
industry standards indicate a range for management of 2.8% to 3.1%. Smith Travel
indicates 2.8% to 3.8% for management expense in the subject's categories. The
subject has a 5 percent internal accounting management fee. We have utilized a
management fee of 5.0 percent for our projections which is above industry
standards.


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INCOME APPROACH (Continued)

Franchise and Marketing Expense

Franchise and marketing expense includes charges for regional or national chain
affiliations or franchise, expenses for advertising, promotional literature and
activities. Historically the subject has expended between 2.4% to 4.3% for
advertising and there is no franchise fee since the subject is company owned.
PKF industry standards indicate advertising expense to range from 3.7% to 3.9%
and franchise fees to range from 0.9% to 1.9%. Smith Travel indicates 3.7% to
6.6% for advertising and 1.7% to 3.5% for franchise fees. Despite the current
level of the subject's expenditures, we used the industry standards for our
projections, since we look at typical owner requirements rather than Shilo's
actual corporate profile. We have utilized a rate of 3.0% for franchise and 5.0%
for marketing, for a total of 8%, based on our estimate of the appropriate costs
for the subject property to continue to perform at current levels.

Energy / Utility Costs

Expenses in the Energy/Utility category are highly consistent over the previous
four years of operation. We note that the Pacific Northwest has the lowest
energy costs of any region of the US because of the relative abundance of
hydroelectric power. The subject has expended between 7.8 to 8.5 percent in
utility expenses in the past four years. PKF industry standards indicate a range
from 3.9 to 5.0 percent and Smith Travel indicates a range from 4.8% to 6.3%. We
have utilized 8.0 percent for our analysis based on the subject's historical
data.

Property Operations and Maintenance

This category includes automotive maintenance; Building expenses; computer
equipment and software systems; Copy Machine/Fax machine maintenance;
maintenance contracts; grounds maintenance; painting and decorating; swimming
pool/spa maintenance contracts; TV repairs; tools and other miscellaneous
expenses. The subject has historically spent between 3.3 and 5.1 percent for
repairs and maintenance which includes some capital improvements expenses. PKF
industry standards indicate a range from 4.5 to 6.2 percent and Smith Travel
indicates 4.2% to 5.2% for this item. We have utilized a rate of 4.0 percent
based on the subject's most recent historical data and industry standards.

FIXED CHARGES

Property Taxes

According to the county assessor, the subject's current property taxes are
$36,182. Properties in California are reassessed to market value upon sale and
we have projected the subject's future taxes at $42,900 in year one based on a
tax rate of 1.1% of the appraised value. Taxes increase at 2 percent per year,
the maximum allowed by state law.


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INCOME APPROACH (Continued)

Property Casualty Insurance

Insurance has been consistent during the last four years between 0.6 and 0.9
percent of total revenue which is slightly below the 1.0% to 1.2% level
suggested by the industry standard data. A one year premium for fire and
extended coverage and liability has been estimated at 1.0 percent. Industry
averages are above the actual history of the subject but these are a general
indicator overall, highly dependent on location and negotiations. In the final
analysis we relied on the subject's history.

Replacement Reserves

The short-lived building components and equipment which require replacement and
for which a reserve account should be set up consist of roof covering, floor
covering, draperies, water heaters, air conditioning systems and other
mechanical systems servicing the buildings and other capital expenditures. Since
these expenses are bound to occur, we have accounted for this expense item as a
percentage of total revenue. Some of the replacement items are included in
normal maintenance, supplies and room expense items.

The International Society of Hospitality Consultants released a comprehensive
study in 1995 which examined historical industry-wide CapEx expenditures for the
10 year period from 1983 through 1993. The study, funded by 16 high profile
national and international hospitality management companies, lenders and hotel
operators concluded that the historical convention of reserving only 2%-3% of
gross revenues was inadequate for funding the actual capital outlays required to
maintain a property in a typically competitive market. They concluded that
capital expenditures for limited service properties averaged 3.7%.

They also noted that CapEx expenditures increased significantly as a hotel ages
with a spike every 7 to 9 years when major renovations of guest rooms and public
areas are required. They pointed out that properties in their survey data built
before 1981 averaged CapEx outlays of 9.6% of annual gross revenue. What this
clearly reveals is that historical reserves have been grossly underestimated and
have caused financial distress for both financiers and operators of hotel
properties. The bottom line of the study is that properties over 7 to 8 years
old, and certainly those over 10 years old will require reserves of roughly 2.5
times to 3.0 times the traditionally accepted reserve allowance. For upper-tier,
limited service properties and lower-tier, full service properties this will
equate to a total CapEx reserves of 4%-5% at a minimum, depending on age, method
of construction, historical occupancy/use levels and prior CapEx investment.

We have divided reserves charges into two categories: Furniture, Fixtures &
Equipment and Improvement Reserves. The furniture, fixtures and equipment used
in the operations of the subject property is charged at a rate of 3.0 percent of
total revenue based on industry standards and our estimate of the useful life of
the subject's FF&E. The improvements reserve for replacement expense is
estimated at 2.0 percent of total revenue.


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INCOME APPROACH (Continued)

Capitalization Analysis

Direct Capitalization: This technique employs the use of an overall rate. This
is an annual percentage rate that expresses the relationship between net
operating income and the present worth of the property. The term overall rate
reflects the fact that the rate incorporates capital appreciation or
depreciation along with a return on net income. The overall rate must represent
what informed, prudent and rational investors are requiring and obtaining for
similar, competitive properties in the current market.

Overall Rate Derivation / Direct Capitalization: The first estimate of value we
develop through the Income Approach is developed with the Direct Capitalization
Technique, which utilizes the overall capitalization rate. This is an aggregated
rate that expresses the relationship between a single year's stabilized net
operating income, and the present worth of the property. The term overall
capitalization rate, or simply, overall rate (OAR), indicates that the rate
encompasses all market derived return requirements including capital
appreciation or depreciation, a baseline return on net income, plus any risk
related return premiums dictated by the market's perception of the risk elements
attendant to ownership and operation. The overall rate should represent the
income to value ratio that typically informed, economically motivated, prudent
and rational investors would require and obtain, when investing in similar,
competitive properties in the current market.

Ideally, the market transactions referenced in the overall rate derivation
should be open market sales of regionally competitive hotel properties, with
generally similar income streams and expense ratios. The summary contained in
the Direct Comparison Approach indicates overall rates derived from only two of
the primary market comparable sales. A Supplemental Summary of Hotel Sales has
also been produced to show the overall rates indicated in a variety of other
hotel sales in a broader survey of the Pacific and Inland Northwest.

The sale of the Bellevue Hilton, which sold in August 1995, indicated an overall
rate of 9.00%. This was the lowest OAR and it could be regarded as anomalous,
relative to the other market indicators and investors surveys compiled by us. We
surmise that the price may have reflected substantial unrealized income
potential or operating economies not superficially obvious from the reported
data.

The balance of the supplemental sales suggested OAR's ranging from the low 10 to
high 11 percent except for Supplemental Sale No. 5, the Ameritel Inn, which
reported an OAR of 13.48% Although the price/unit appears to fall within the
range of the other surveyed transactions, the OAR of Sale No. 5 appears well
above the indicated range for a property of it's age, and apparent quality. We
are, therefore, disinclined to emphasize the OAR of this sale as an indicator
for the subject


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INCOME APPROACH (Continued)

Capitalization Analysis

National Investor Surveys compiled from a variety of respected industry sources
provide additional insight into investor expectations and underwriting
assumptions which may me relevant to the analysis of the subject. For reader
convenience we have compiled a survey of the surveys which is presented on the
following page. The Korpacz Real Estate Investor Survey, Third Quarter 1996,
indicates the average free and clear equity overall rate for hotel properties is
12.75 percent, as compared to 12.53 percent for the previous quarter and 12.79
percent a year ago.

According to the First Quarter 1996, National Investor Survey conducted by CB
Commercial, going in cap rates for Class A, Full Service Hotel properties ranged
between 8.00% and 12.00% and average 10.30%. Class B, Limited Service Hotels
ranged from 9.00% to 13.00% and averaged 11.30%. Our classification of the
subject as an upper tier Limited service, or lower tier full service hotel
suggests an OAR in the low 11% range.

According to the First Half 1996, Hotel Investment Outlook prepared by Landauer
Hospitality Services, going in cap rates for Class A, Full Service Hotel
properties ranged between 7.00% and 13.00% and averaged 9.75%. Class B, Limited
Service Hotels ranged from 10.00% to 14.00% and averaged 11.55%. Again, our
classification of the subject as an upper tier Limited service, or lower tier
full service hotel suggests an OAR in the low 11% range.

According to TransActions 1995 Recap, published by Hotel Motel Brokers of
America the Mountain Pacific Region had an average overall rate of 12.7 percent
for all hotels and ranged between 9.4 and 14.5 percent. These sales totaled 38
hotels with an average 66 units per hotel. They had an average occupancy of 55.2
% and an average daily rate of $42.68. which is lower than the subject's
operating levels. Nationally the rates ranged from 9.1% to 14.8%, and averaged
11.80% for all HMBA transactions. We observe that HMBA member brokers were
primarily involved in sales of individually owned properties and not the larger
institutional, and multi-property transactions included in the survey results
compiled by the national consulting firms. We think the HMBA transactions may
represent a slightly lower grade of properties than the subject property.


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40644 Highway 41, Oakhurst, CA
- ------------------------------



INCOME APPROACH (Continued)

Capitalization Analysis

PKF Consulting, one of the most respected names in the hospitality industry
identifies OAR's ranging from 8.00% to 11.30% for Class A properties and an
average of 10.88%. Class B properties range from 8.50% to 14.50%, averaging
11.76%. Their results are consistent with the other industry consultants cited.

OAR Conclusion / Indication of Value

In attempting to select an appropriate OAR for the direct capitalization value
work up for the subject we have considered the following:

o  The subject property is a middle tier, property defined by its franchise flag
   and has a high level and quality of operations and other guest amenities
   relative to its competitive market.

o  The subject property is an 8 year old hotel and is well maintained and has
   good appeal.

o  The current competitive position of the subject in its market area is fairly
   strong in its niche as new competition will likely be impeded by development
   costs and restrictive market conditions for new development.

Based on these factors, our Direct Sales Comparison Analyses and our survey of
hospitality industry consultants, we conclude that the appropriate OAR for
developing a value estimate for the subject property through the Direct
Capitalization Technique is 10.50%. Dividing the projected stabilized Net
Operating Income by the selected OAR yields an indication of fee simple value
for the going concern operation, as of the current appraisal date in the amount
of:

                                   $3,993,312
                                   ==========

Yield Capitalization / Discounted Cash Flow Analysis

A discounted cash flow analysis has been made on the premise that the value of
the subject property is represented by the present worth of the anticipated
future net income stream. The projected income stream is based on an analysis of
the quality, as well as the quantity and duration, of the income expectancy.
This income stream is discounted to present value using a discount factor and
then added to the present worth of the property reversion. The property
reversion is calculated by capitalizing the net income from the property into an
indication of value using a capitalization rate extracted from the general
market data of similar properties. This value is then discounted to present
worth.


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40644 Highway 41, Oakhurst, CA
- ------------------------------



INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

In this analysis, we utilize a ten-year discounted cash flow projection which
represents the underwriting convention of the industry. Although we have not
profiled specific survey results we note that the average holding period for
hotel investments, according to at least two national consultants ranges from 6
to 10 years. One source referenced a 6.27 year average holding period in 1995
while the other referenced a 7.1 year average holding period. Ten to eleven
years, the period covered in our analyses, probably represents the outer limits
of what most investors reasonably anticipate as an investment holding period
since profit taking (dispositions) and normal business cycles seem to occur in
rolling five to seven year intervals.

Revenue and Expense Growth Rate

The survey results are self explanatory. We note that the emerging trend among
analysts and underwriters is a very thin but widening margin between income and
expense growth rates, with revenues leading. As this margin widens the positive
impact on value indications becomes geometric, and we think unreliable. As of
the date of this writing, one market watcher suggests that a rate differential
of 12 to 15 basis points represents the current market thinking. We think such
an assumption may be plausible during the early phases of an industry or
national economic recovery when revenue gains do generally exceed expense growth
rates by meaningful margins. Our perception is that strong industry performance
during the last two plus years will breed new competition placing downward
pressure on revenue growth. Nevertheless, industry vendors, subcontractors and
county tax assessors, not wanting to miss out on the "good times" should
continue with healthy price and assessment increases over the next couple years.
We think it prudent, therefore, to project both revenue and expense growth at
the same levels over the long haul. The survey results lead us to conclude on
annual growth factors of 3.00% for both revenue and expenses.

Terminal Capitalization Rate

Our rate selection is based on the survey results previously presented and our
perceptions of the subject property and its competitive position in the local
market. The survey results suggest that terminal capitalization rates generally
exceed the going in rates by 25 to 100 basis points. Utilizing moderate growth
rate assumptions, CapEx reserves, and moderately conservative discount rates (to
be discussed next) leads us to select a terminal cap rate 100 basis points above
the going in rate, or 11.50%.


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40644 Highway 41, Oakhurst, CA
- ------------------------------



INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

Discount Rate Selection

The discount rate we utilized reflects the long term yield expectations of hotel
market investors, relative to other alternative investment opportunities in the
real estate markets available today. It also reflects current financial market
conditions and the perceived risk, quality and duration of the income stream
anticipated from each prospective investment. The yield rate used in the
Discounted Cash Flow Analysis is anticipatory rather than historical in its
reference point. The rate should consider all benefits and risks attendant to
the ownership and operation of that particular class of income property, and may
also anticipate tax considerations and leveraging issues that non-realty
investments do not. The appropriate rate is that minimum rate that the
individual, institutional or real estate investor considers a minimal acceptable
return on investment over the particular projection period analyzed. It may be
regarded as a hurdle rate, below which, the typical market investor would not
find sufficient returns to justify the investment, given the risks and
responsibilities attendant to that investment.

We have utilized two means of identifying an appropriate discount rate for the
subject property analyses. These are:
o Survey of investors' acceptable yield rates
o Capital market returns analysis plus risk rate

The National Investor Surveys previously referenced summarize the return
expectations of institutional and individual investors as they have been
compiled by five of the hospitality industry's most familiar and respected
consultants. Altogether they reveal a typical range of discount rates from 10.0%
to 20.0% with a convergent grouping of averages and medians clustered between
14.00% and 15.00%.

Built up Yield Rates can provide another indication of investors' motivations
and expectations regarding long term equity returns. These may be developed or
"built up" from the bond markets and other long term capital markets. However,
the quality and durability of a real estate income stream, and the marketability
of real property is generally considered less reliable (predictable) than other
capital market investments. Investors may purchase relatively risk free treasury
funds and sell them almost immediately when he or she chooses. Investments in
real estate require additional risk based yield premiums to compensate for their
additional risks and illiquidity. Therefore, one simple technique for estimating
the appropriate yield rate for real estate in general, and hotels specifically,
is to explore the yield relationships between relatively "risk free" investments
and real estate investments.


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INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

According to a market yield rate survey conducted by Real Estate Research
Corporation, the difference in yield rates between real estate and other
selected capital market investments over the last four quarters ranged from 2.4
percent to 5.6 percent. These differences may be regarded as market perceptions
the additional risks and illiquidity premiums required of real estate
investments in general. Comparing yield rates on investment grade real estate to
hotel investments reveals an additional yield rate differential of 1.00% to
3.00% which investors require of management intensive real estate such as
hotels. Hotels are actually much more than real estate operations. They are in
fact going concern business operations which are real estate intensive. The
additional management expertise and risks attendant to such enterprises dictates
another level of yield compensation. The following table shows some recently
published yields on bonds, which are an indication of long term investor's
pre-tax "safe rate" equity yield requirements:

                          Yields on Selected Securities
================================================================================
     Period        Aaa Bonds   Baa Bonds       Treasury     Treasury Securities
                                              Securities        (Five Year)
                                             (Long Term)
- --------------------------------------------------------------------------------
   March 1995        8.12%       8.70%          7.45%              7.05%
- --------------------------------------------------------------------------------
 September 1995      7.32%       7.93%          6.55%              6.00%
- --------------------------------------------------------------------------------
   April 1996        6.80%       7.47%          6.05%              5.36%
- --------------------------------------------------------------------------------
     Average         7.41%       8.03%          6.68%              6.14%
================================================================================

Based on the stability of the revenues and potential marketability of the
subject as discussed previously, the discount rate could be reflected as
follows:

        "Risk Free" Capital Market Return Rate:                  8.00% +/-
        Real Estate Risk and Illiquidity Premium:                4.00% +/-
        Hotel-Going Concern Risk based premium:                  1.00% +/-
                                                                 ---------

        Total Return Expectation-Going Concern Hotels:          13.00% +/-

Based on the National Investor Surveys, the capital market risk based premium
rationale, and the specific characteristics of the subject property previously
enumerated we conclude the appropriate yield rate (IRR) to be utilized in the 10
year DCF is 13.00%.


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40644 Highway 41, Oakhurst, CA
- ------------------------------



INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

Ru
Net Reversionary Value
The last component we must consider in the long term discounted DCF analysis is
the net reversionary interest in the property. The yield analysis explicitly
assumes full capital recovery at the end of the holding period, which is another
way of saying the sale or disposition of the property. Calculating a net
reversionary value is accomplished through a simple direct capitalization
technique utilizing the projected Year 11 NOI, and an appropriate terminal
capitalization rate. From the direct capitalization value indication we deduct
estimated selling costs, which will include brokers commissions, title costs,
legal costs and escrow fees. This net reversionary value is included in the Year
10 cash flow projections and is identified as the NOI + Reversion in the 10 Year
DCF spreadsheet on the following page.

Discounting the projected operational cash flows plus net reversionary value in
Year 10, by the appropriate yield rate produces an indication of Net Present
Value (NPV) in the amount of:

                                   $3,915,932
                                   ==========

Correlation of Value Indications

The discounted cash flow schedule is located on the following page which
contains the income, expenses, discounting, reversion and direct capitalization.
We have given both indication equal weight overall. The indicated values and
conclusion of value, of the Fee Simple estate, via the Income Approach are
summarized below:


             Direct Capitalization - Fiscal 1997 Income - $3,993,312

                   Discounted Cash Flow Analysis - $3,915,932

                               Rounded $3,950,000
                                       ==========


                                                                              95
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<PAGE>

                                             SHILO INN
# of Rooms                     80            40644 Highway 41
Growth Rate:                 3.0%            Oakhurst CA
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
                             % Total      1        2          3            4            5          6             7          
Fiscal Year (12/1 TO 11/30)  Revenue      1997     1998       1999         2000         2001       2002          2003       
============================================================================================================================
<S>                                        <C>         <C>         <C>          <C>         <C>         <C>          <C>    
Room Nights Available                      29,200      29,200      29,200       29,200      29,200      29,200       29,200 
Number of Occupied Rooms                   15,184      15,184      15,184       15,184      15,184      15,184       15,184 
Occupancy Rate:                            52.00%      52.00%      52.00%       52.00%      52.00%      52.00%       52.00% 
Average Room Rate                          $76.00      $78.28      $80.63       $83.05      $85.54      $88.10       $90.75 
- ----------------------------------------------------------------------------------------------------------------------------

REVENUES
 Room Rentals                 95.97%   $1,153,984  $1,188,604  $1,224,262   $1,260,989  $1,298,819  $1,337,784   $1,377,917 
 Telephone                    2.00%        23,080      23,772      24,485       25,220      25,976      26,756       27,558 
 Restaurant Revenue           0.00%             0           0           0            0           0           0            0 
 Other Income                 2.20%        25,388      26,149      26,934       27,742      28,574      29,431       30,314 
                             -----------------------------------------------------------------------------------------------
Total Revenue                100.0%    $1,202,451  $1,238,525  $1,275,681   $1,313,951  $1,353,370  $1,393,971   $1,435,790 

EXPENSES
Departmental Expenses
 Rooms ($/room/year)         $3,250       260,000     267,800     275,834      284,109     292,632     301,411      310,454 
 Telephone                    
  (% of Departmental Income)  75.0%        17,310      17,829      18,364       18,915      19,482      20,067       20,669 
                             -----------------------------------------------------------------------------------------------
Total Departmental Expenses   23.1%      $277,310    $285,629    $294,198     $303,024    $312,115    $321,478     $331,122 

Undistributed Operating Expenses
 Administrative & General      5.0%        60,123      61,926      63,784       65,698      67,668      69,699       71,789 
 Management                    5.0%        60,123      61,926      63,784       65,698      67,668      69,699       71,789 
 Furniture, Fixtures & 
 Equipment Reserves            3.0%        36,074      37,156      38,270       39,419      40,601      41,819       43,074 
 Franchise & Marketing         8.0%        96,196      99,082     102,054      105,116     108,270     111,518      114,863 
 Utilities                     8.0%        96,196      99,082     102,054      105,116     108,270     111,518      114,863 
 Property Operations & 
  Maintenance                  4.0%        48,098      49,541      51,027       52,558      54,135      55,759       57,432 
 Miscellaneous                 2.5%        30,061      30,963      31,892       32,849      33,834      34,849       35,895 
                             -----------------------------------------------------------------------------------------------
Total Undistributed Expenses  35.5%      $426,870    $439,676    $452,867     $466,453    $480,446    $494,860     $509,705 

Total Expenses Before Fixed 
 Charges                      58.6%      $704,180    $725,305    $747,065     $769,476    $792,561    $816,338     $840,828 
Income Before Fixed Charges   41.4%      $498,271    $513,219    $528,616     $544,475    $560,809    $577,633     $594,962 

Fixed Charges
 Property Tax & License     3.6% 2.0%      42,900      43,758      44,633       45,526      46,436      47,365       48,312 
 Insurance                    1.00%        12,025      12,385      12,757       13,140      13,534      13,940       14,358 
 Buildings Reserve for 
  Replacement                  2.0%        24,049      24,770      25,514       26,279      27,067      27,879       28,716 
                             -----------------------------------------------------------------------------------------------
 Total Fixed Charges           6.6%       $78,974     $80,914     $82,904      $84,944     $87,037     $89,184      $91,386 

NET OPERATING INCOME          34.9%      $419,298    $432,306    $445,712     $459,530    $473,771    $488,449     $503,576 
Present Value of 
 Income Stream                            371,060     338,559     308,901      281,838     257,144     234,611      214,050 
  Discounted at              13.00%
Total Present Value of Income 
 Stream                                            $2,542,177

REVERSION ANALYSIS

 Eleventh Year Income                    $564,505
 Reversion Capitalized @                   11.50%
 Reversion                             $4,908,741                                     DIRECT CAPITALIZATION
 Less Sales Expense                          5.0%                                     ------------------------------- 
 Net Reversion                          4,663,304                                     Net operating Income  $419,298
 Discount rate                             13.00%                                        (1997)
 Present Value of Reversion                          $1,373,755                       Overall Rate            10.50%
                                                     ----------                                             --------
TOTAL PRESENT VALUE                                  $3,915,932                       Indicated Value     $3,993,312
                                                                         
Concluded Value via Income Approach                  $3,950,000  $49,375 /Room
                                                     ==========
</TABLE>

                              8           9               10        11
Fiscal Year (12/1 TO 11/30)   2004        2005            2006      2007
==============================================================================
Room Nights Available             29,200      29,200      29,200       29,200
Number of Occupied Rooms          15,184      15,184      15,184       15,184
Occupancy Rate:                   52.00%      52.00%      52.00%       52.00%
Average Room Rate                 $93.47      $96.27      $99.16      $102.14
- -----------------------------------------------------------------------------

REVENUES
 Room Rentals                 $1,419,255  $1,461,832  $1,505,687   $1,550,858
 Telephone                        28,385      29,237      30,114       31,017
 Restaurant Revenue                    0           0           0            0
 Other Income                     31,224      32,160      33,125       34,119
                            -------------------------------------------------
Total Revenue                 $1,478,863  $1,523,229  $1,568,926   $1,615,994

EXPENSES
Departmental Expenses
 Rooms ($/room/year)             319,767     329,360     339,241      349,418
 Telephone                  
  (% of Departmental Income)      21,289      21,927      22,585       23,263
                            -------------------------------------------------
Total Departmental Expenses     $341,056    $351,288    $361,826     $372,681

Undistributed Operating Expenses
 Administrative & General         73,943      76,161      78,446       80,800
 Management                       73,943      76,161      78,446       80,800
 Furniture, Fixtures & 
 Equipment Reserves               44,366      45,697      47,068       48,480
 Franchise & Marketing           118,309     121,858     125,514      129,280
 Utilities                       118,309     121,858     125,514      129,280
 Property Operations & 
  Maintenance                     59,155      60,929      62,757       64,640
 Miscellaneous                    36,972      38,081      39,223       40,400
                            -------------------------------------------------
Total Undistributed Expenses    $524,997    $540,746    $556,969     $573,678

Total Expenses Before Fixed 
 Charges                       $866,053    $892,034    $918,795     $946,359
Income Before Fixed Charges    $612,811    $631,195    $650,131     $669,635

Fixed Charges
 Property Tax & License          49,279      50,264      51,269       56,650
 Insurance                       14,789      15,232      15,689       16,160
 Buildings Reserve for 
  Replacement                    29,577      30,465      31,379       32,320
                             -----------------------------------------------
 Total Fixed Charges            $93,645     $95,961     $98,337     $105,130

NET OPERATING INCOME           $519,166    $535,234    $551,794     $564,505
Present Value of 
 Income Stream                  195,290     178,171     162,552


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



                          RECONCILIATION AND CONCLUSION
                          -----------------------------

               Cost Approach                          $5,490,000
               Market Approach                        $4,000,000
               Income Approach                        $3,950,000

The approaches have various degrees of applicability depending on the
circumstances. The Cost Approach is usually relied upon when the improvements
are new, or nearly new and are fully utilized for their designed intent. The
Income Approach indicates the amount at which a prudent investor would pay for
the property. The Direct Comparison Approach reflects actual prices paid for
similar properties reduced to a unit of comparison.

The variance between the approaches does not invalidate any of them and is
expected since each approach reflects the differing attitudes and motivations of
the various sectors of the real estate market.

In this analysis, the Cost Approach is given the least weight due to its
limitations in being able to accurately reflect current market conditions, and
going concern elements of value. These conditions are directly related to the
income generating ability of the subject, which is best analyzed within the
Income Approach. The Cost Approach may therefore represent the least reliable
data source, and the method least likely to be referenced by the typical
investor. However, it would be of interest to anyone exploring the feasibility
of developing new facilities. Here their principal concern is whether functional
properties can be acquired for less than their current replacement cost. If the
answer were "yes", the decision to acquire rather than build should result.

The Sales Comparison Approach is based upon the principle of substitution. It is
based on the premise that an informed investor will pay no more than the cost to
acquire a similar, competitive property with the same utility as the subject. In
this analysis, numerous sales of comparable properties were surveyed and
analyzed and adjusted to compare to the subject. The strength of this approach
is that it is the purest reflection of market intentions with regard to the
subject. It's weakness is that it is the most difficult of all approaches to
verify and quantify since appraisers rarely have access to complete financial
and transactional records for sale comparables. Properly allocating value to
real estate, FF&E and other business components and verifying the actual and
projected operating revenues and expenses are several of the challenges
appraisers face. Developing market supported quantitative and qualitative
adjustment factors is also extremely problematic. Therefore, individual
interpretations of reported sale data can be somewhat varied which tends to make
value indications developed through this approach highly subjective. While data
reliability can be rather poor in some instances, this approach is generally
utilized by market participants for developing reasonable bracketing of value
and key benchmark ratios which are utilized in the primary valuation approach,
The Income Approach.


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RECONCILIATION AND CONCLUSIONS (Continued)

The Income Approach is the primary approach utilized in estimating the value of
the subject. It has the benefit of generally being the most reliable approach,
since operating projections are developed from the detailed records of the
owners. It also is the approach given the most weight by knowledgeable market.

Participants who base the bulk of their investment decision making on projected
return analyses. Value estimates are developed through detailed economic data
including occupancy levels and ADR's through application of direct
capitalization rates and discount rates. Numerous well respected consultants and
industry leaders perform research and publish data which aids the appraiser in
formulating opinions of value. Clearly, the Income Approach is the most reliable
and verifiable of the three approaches and is also the de facto standard
utilized by all knowledgeable market participants. Therefore, the value
conclusions presented herein place the greatest weight on the indications of
value developed through the Income Approach.

Based on the foregoing analysis, the opinion has been formed by the appraisers
that the market value of the subject hotel property, as a going concern with all
furniture fixtures and equipment, subject to the limiting conditions included in
this report, as of December 1, 1996, of the Fee Simple Estate, As Is, was:

                                   $3,950,000
                                   ==========

                      (Including Value of FF&E - $200,000)


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                                  CERTIFICATION

The undersigned appraisers hereby certify that, to the best of their knowledge
and belief:

The statements of fact contained in this report are true and correct.

The reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions, and are our personal, unbiased
professional analyses, opinions, and conclusions.

We have no present or prospective interest in the property that is the subject
of this report, and have no personal interest or bias with respect to the
parties involved.

Our compensation is not contingent on an action or event resulting from the
analyses, opinions, or conclusions in, or the use of, this report.

Our analyses, opinions, and conclusions were developed, and this report has been
prepared, in conformity with the Uniform Standards of Professional Appraisal
Practice.

Mr. Steve Hemingway made a personal inspection of the property that is the
subject of this report. Mr. Hammad did not inspect the property.

In addition to the undersigned Mr. Steve Hemingway performed the original field
inspection, site, improvements, area and competitive market analysis and land
valuation.

The reported analyses, opinions and conclusions were developed, and this report
has been prepared, in conformity with the requirements of the Code of
Professional Practice of the Appraisal Institute.

The use of this report is subject to the requirements of the Appraisal Institute
relating to review by its duly authorized representatives.

This appraisal assignment was not based on a requested minimum value, a specific
value or the approval of a loan.

As of the date of this report, M. Hammad has completed the requirements of the
continuing education program of the Appraisal Institute.



/s/ M. Hammad
- ---------------------------
M. Hammad, MAI
Certified General Appraiser
CA No. AG002849


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



                                  STATEMENT OF QUALIFICATIONS
                                         M HAMMAD, MAI

PROFESSIONAL AFFILIATIONS

   MAI, Member Appraisal Institute #10,868
   GAA, General Accredited Appraiser, National Association of Realtors
   Member San Fernando Valley Board of Realtors

EXPERT WITNESS

Qualified as expert witness before Los Angeles County and Orange County Superior
Courts and US Federal Bankruptcy Court and American Arbitration Association.

EDUCATION

University of California, Los Angeles (UCLA)
BA in Economics - 1977

LICENSES

   Certified General Appraiser, California
   #AG002849, Expires 2/1/97
   Real Estate Broker, State of California

PROFESSIONAL HISTORY


HAMMAD & ASSOCIATES, INC.  Studio City, CA                      1988 to Present
President
   Principal of real estate appraisal and consulting firm in commercial,
industrial and income producing residential properties.

MARSHALL & STEVENS, Los Angeles, CA                                1986 to 1988
Director of Real Estate Valuation
   Manager and director of real estate appraisal group specializing in the
   appraisal of commercial and industrial real estate for large investors,
   corporations and major financial institutions.

WELLS FARGO REALTY ADVISORS, Marina Del Rey, CA                    1985 to 1986
Assistant Vice President
   Appraisal officer specializing in appraisal of major properties for portfolio
analysis, proposed joint venture developments and financing.

LAVENTHOL & HORWATH, Los Angeles, CA                               1984 to 1985
Associate Appraiser
   Assisted the National Director of Valuations in developing a new appraisal
   practice that specialized in hotel and motel valuation, mixed use and
   commercial real estate appraisal and feasibility analysis.


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



                                     ADDENDA


                                                                             101
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<PAGE>

SHILO INN - OAKHURST, CALIFORNIA (80 suites)
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)
FOR THE 8 MONTHS ENDED 8-31-96

<TABLE>
<CAPTION>
                                                                                                                    
                                                                                                                    
                                   1991                 1992                 1993                 1994              
REVENUE                          (actual)       %     (actual)      %      (actual)       %     (actual)       %    
<S>                             <C>           <C>    <C>          <C>     <C>           <C>    <C>           <C>    
     Guest Room                 $1,146,967    96.3%  $1,156,784    95.9%  $1,294,673    96.4%  $1,108,674    96.3%  
     Telephone                      26,233     2.2%      22,396     1.9%      22,691     1.7%      23,302     2.0%  
     Meeting/Banquet Room                0     0.0%           0     0.0%           0     0.0%           0     0.0%  
     Fax                               604     0.1%         379     0.0%         792     0.1%         393     0.0%  
     Valet                               0     0.0%           0     0.0%           0     0.0%           0     0.0%  
     Video                           1,533     0.1%       1,717     0.1%       1,629     0.1%       1,748     0.2%  
     Sports and Athletics                0     0.0%           0     0.0%           0     0.0%           0     0.0%  
     Vending Machines                  445     0.0%         284     0.0%         496     0.0%         215     0.0%  
     Guest Laundry/Soap              2,936     0.2%       1,861     0.2%       2,048     0.2%       1,887     0.2%  
     Miscellaneous                  12,929     1.1%      22,422     1.9%      20,843     1.6%      14,917     1.3%  
                                ----------  ------   ----------  ------   ----------  ------   ----------  ------   
         TOTAL REVENUE           1,190,747   100.0%   1,205,843   100.0%   1,343,172   100.0%   1,151,136   100.0%  
                                ----------  ------   ----------  ------   ----------  ------   ----------  ------   

OPERATING EXPENSE

     PAYROLL & RELATED EXPENSE
         Managers                   29,479     2.5%      25,603     2.1%      25,866     1.9%      26,924     2.3%  
         Front Desk                 32,542     2.7%      32,451     2.7%      33,519     2.5%      34,823     3.0%  
         Bookkeeper/Auditor         19,636     1.6%      19,804     1.6%      20,325     1.5%      21,206     1.8%  
         Head Housekeeper            8,862     0.7%       8,363     0.7%      10,130     0.8%       7,192     0.6%  
         Housekeeper - Rooms        44,889     3.4%      37,911     3.1%      48,267     3.6%      41,969     3.6%  
         Housekeeper - Other         3,549     0.3%       3,343     0.3%       3,859     0.3%       3,661     0.3%  
         Laundry                     8,365     0.7%       7,057     0.6%       9,939     0.7%       9,116     0.8%  
         Guest Services              7,714     0.6%      10,626     0.9%      13,122     1.0%      11,502     1.0%  
         Sales & Marketing               0     0.0%           0     0.0%           0     0.0%           0     0.0%  
         Security                        0     0.0%           0     0.0%           0     0.0%           0     0.0%  
         Maintenance                12,020     1.0%      14,396     1.2%      13,692     1.0%      13,356     1.2%  
         Ground Maintenance              0     0.0%         200     0.0%           0     0.0%       3,827     0.3%  
         Windows/Carpets             4,428     0.4%       3,814     0.3%       2,930     0.2%       3,496     0.3%  
         Bonuses                         0     0.0%           0     0.0%         450     0.0%       5,150     0.4%  
         Payroll Taxes              29,070     2.4%      37,724     3.1%      24,180     1.8%      22,062     1.9%  
         Workers' Comp                   0     0.0%           0     0.0%      20,963     1.6%      19,485     1.7%  
         Workers' Comp Claims            0     0.0%           0     0.0%           0     0.0%           0     0.0%  
         Health Insurance           14,307     1.2%      16,056     1.3%      15,140     1.2%      18,610     1.6%  
         Medical                         0     0.0%           0     0.0%           0     0.0%           0     0.0%  
         Uniforms/Cleaning             434     0.0%          82     0.0%         278     0.0%         136     0.0%  
         Other                       1,535     0.1%         308     0.0%         176     0.0%         641     0.1%  
                                ----------  ------   ----------  ------   ----------  ------   ----------  ------   
              TOTAL PAYROLL        212,834    17.9%     217,738    18.1%     244,735    18.2%     243,176    21.1%  
                                ----------  ------   ----------  ------   ----------  ------   ----------  ------   
</TABLE>
                                           For the
                                       12 Months Ended
                                           8-31-96
REVENUE                              %     (actual)       %

     Guest Room                    95.8%  $1,124,602    95.8%
     Telephone                      2.1%      21,842     1.9%
     Meeting/Banquet Room           0.0%           0     0.0%
     Fax                            0.1%       1,011     0.1%
     Valet                          0.0%           0     0.0%
     Video                          0.2%       2,126     0.2%
     Sports and Athletics           0.0%           0     0.0%
     Vending Machines               0.0%         365     0.0%
     Guest Laundry/Soap             0.2%       2,148     0.2%
     Miscellaneous                  1.6%      21,463     1.8%
                                 ------   ----------  ------
         TOTAL REVENUE            100.0%   1,173,557   100.0%
                                 ------   ----------  ------

OPERATING EXPENSE

     PAYROLL & RELATED EXPENSE
         Managers                   2.3%      28,436     2.4%
         Front Desk                 3.0%      36,151     3.1%
         Bookkeeper/Auditor         2.0%      24,316     2.1%
         Head Housekeeper           0.8%       9,141     0.8%
         Housekeeper - Rooms        4.1%      49,632     4.2%
         Housekeeper - Otber        0.3%       2,563     0.2%
         Laundry                    0.7%       9,648     0.8%
         Guest Services             0.9%      11,523     1.0%
         Sales & Marketing          0.0%           0     0.0%
         Security                   0.0%           0     0.0%
         Maintenance                1.0%      12,362     1.1%
         Ground Maintenance         0.5%       4,965     0.4%
         Windows/Carpets            0.2%       2,531     0.2%
         Bonuses                    0.0%         621     0.1%
         Payroll Taxes              1.7%      21,391     1.8%
         Workers' Comp              1.7%      20,158     1.7%
         Workers' Comp Claim;       0.0%           0     0.0%
         Health Insurance           1.3%      14,631     1.2%
         Medical                    0.0%           0     0.0%
         Uniforms/Cleaning          0.0%          55     0.0%
         Other                      0.1%         735     0.1%
                                 ------   ----------  ------
              TOTAL PAYROLL        20.4%     248,859    21.2%
                                 ------   ----------  ------
<PAGE>

                                                                          Page 2
SHILO INN - OAKHURST, CALIFORNIA (80 suites)
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)
FOR THE 8 MONTHS ENDED 8-31-96

<TABLE>
<CAPTION>
                                                                                                                For the
                                                                                                            12 Months Ended
                                  1991            1992            1993            1994            1995          8-31-95
                                (actual)   %    (actual)   %    (actual)   %    (actual)   %    (actual)   %    (actual)   %
UTILITIES
<S>                              <C>      <C>    <C>      <C>    <C>      <C>    <C>      <C>    <C>      <C>    <C>      <C> 
    Electricity                  50,646   4.3%   55,721   4.6%   54,210   4.0%   56,121   4.9%   58,335   4.9%   56,642   4.8%
    Gas                          16,426   1.4%   15,449   1.3%   22,352   1.7%   17,529   1.5%   14,575   1.2%   15,346   1.3%
    Telephone                    16,932   1.4%   15,871   1.3%   15,629   1.2%   16,293   1.4%   14,113   1.2%   16,900   1.4%
    Water                         9,039   0.8%   11,667   0.9%   11,643   0.8%    9,824   0.9%    7,976   0.7%    6,462   0.5%
    Garbage                       1,310   0.1%    1,257   0.1%    1,337   0.1%    1,361   0.1%    1,461   0.1%    1,422   0.1%
    Sewer                           702   0.1%      800   0.1%   16,221   1.2%   12,682   1.1%   11,409   1.0%   11,590   1.0%
                                 ------  ----   -------  ----   -------  ----   -------  ----   -------  ----   -------  ----
        TOTAL UTILITIES          95,055   8.0%  100,765   8.4%  120,392   9.0%  113,810   9.9%  107,669   9.0%  108,362   9.2%
                                 ------  ----   -------  ----   -------  ----   -------  ----   -------  ----   -------  ----
ADVERTISING
    Advertising                       0   0.0%        0   0.0%      605   0.0%        0   0.0%        0   0.0%        0   0.0%
    Airport Advertising             395   0.0%      407   0.0%        0   0.0%        0   0.0%        0   0.0%        0   0.0%
    Billboards                   14,071   1.2%   13,827   1.1%   17,818   1.3%   14,559   1.3%    9,532   0.8%    7,362   0.6%
    Highway Logos                   230   0.0%       50   0.0%    1,105   0.1%      751   0.1%       97   0.0%       66   0.0%
    Radio Media                       0   0.0%        0   0.0%    1,075   0.1%        0   0.0%        0   0.0%        0   0.0%
    Radio Tradeouts                 756   0.1%    2,433   0.2%    1,611   0.1%    4,723   0.4%    5,550   0.5%    3,649   0.3%
    TV Media                          0   0.0%      370   0.0%        0   0.0%        0   0.0%        0   0.0%        0   0.0%
    TV Tradeouts                  1,843   0.2%    1,700   0.1%    1,430   0.1%    2,173   0.2%    1,846   0.2%    1,236   0.1%
    Brochures/postcards           5,234   0.4%    1,970   0.2%      970   0.1%    5,360   0.5%    3,818   0.3%    2,494   0.2%
    Brochures/Tradout                 0   0.0%        0   0.0%        0   0.0%        0   0.0%        0   0.0%        0   0.0%
    Yellow Pages                  2,284   0.2%    1,861   0.2%    1,494   0.1%    4,099   0.4%    7,467   0.6%    3,487   0.3%
    Newspaper Ads                   257   0.0%      397   0.0%      202   0.0%    1,813   0.2%    3,273   0.3%    1,174   0.1%
    Magazine Ads                  2,983   0.3%    1,169   0.3%    3,383   0.3%        0   0.0%    1,460   0.1%    1,221   0.1%
    Magazine Tradouts                 0   0.0%        0   0.0%      560   0.0%      226   0.0%        0   0.0%        0   0.0%
    Property Ads                  2,763   0.2%    1,675   0.1%      427   0.0%    1,486   0.1%      948   0.1%      869   0.1%
    Advertising Tradeouts Other     314   0.0%       75   0.0%      246   0.0%       79   0.0%      455   0.0%      362   0.0%
    Sports Events/Tradeouts           0   0.0%      150   0.0%      400   0.0%        0   0.0%        0   0.0%        0   0.0%
    Sports Sponsorship                0   0.0%       25   0.0%        0   0.0%      200   0.0%      712   0.1%      523   0.0%
    Displays                        755   0.1%    1,802   0.1%        0   0.0%      794   0.1%      380   0.0%      299   0.0%
    Local Events Promotion            0   0.0%        0   0.0%        0   0.0%        0   0.0%        0   0.0%        0   0.0%
    Travel Guides/Directories         0   0.0%    1,432   0.1%    1,287   0.1%   11,415   1.0%    6,428   0.5%    4,316   0.4%
    Promotional Items                 0   0.0%        0   0.0%        0   0.0%        0   0.0%        0   0.0%        0   0.0%
    Advertising & Promotion         333   0.0%      533   0.0%    1,946   0.1%    1,983   0.2%    1,288   0.1%      826   0.1%
    Travel Agents                 2,396   0.2%    1,527   0.1%    3,341   0.2%    4,195   0.4%    9,140   0.8%    7,536   0.6%
    Marketing                        87   0.0%        0   0.0%        0   0.0%        0   0.0%        0   0.0%        0   0.0%
    Taxi & Limo                       0   0.0%        0   0.0%        0   0.0%        0   0.0%        0   0.0%        0   0.0%
                                 ------  ----   -------  ----   -------  ----   -------  ----   -------  ----   -------  ----
        TOTAL ADVERTISING        34,701   2.9%   34,483   2.9%   37,951   2.8%   53,856   4.7%   32,394   4.4%   35,420   3.0%
                                 ------  ----   -------  ----   -------  ----   -------  ----   -------  ----   -------  ----
</TABLE>
<PAGE>

                                                                          Page 3
SHILO INN - OAKHURST CALIFORNIA (80 suites)
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 199), 1994 AND 1995 (actual)
FOR THE 8 MONTHS ENDED 8-31-96

<TABLE>
<CAPTION>
                                                                                                               For the
                                                                                                           12 Months Ended
                                      1991           1992           1993           1994           1995         8-31-95
                                    (actual)   %   (actual)   %   (actual)   %   (actual)   %   (actual)   %   (actual)   %
<S>                                   <C>     <C>    <C>     <C>    <C>     <C>    <C>     <C>    <C>     <C>    <C>     <C> 
SUPPLIES
    Linen                             4,139   0.3%   2,484   0.2%   6,200   0.5%   6,574   0.6%   4,586   0.4%   5,839   0.4%
    Bathroom                          5,514   0.5%   4,473   0.4%   5,888   0.4%   3,698   0.3%   7,219   0.6%   5,768   0.5%
    Cleaning                          6,590   0.6%  10,231   0.8%  12,582   0.9%  13,282   1.2%  10,485   0.9%  10,549   0.9%
    Continental Breakfast            29,449   2.4%  29,729   2.5%  32,531   2.4%  25,063   2.2%  30,578   2.6%  26,961   2.3%
    Office                            3,651   0.3%   2,851   0.2%   2,805   0.2%   2,609   0.2%   1,537   0.1%   3,689   0.3%
    Operating                         4,841   0.4%   5,342   0.4%   5,420   0.4%   6,145   0.5%  10,597   0.9%   7,154   0.6%
    Replacements                      2,979   0.3%   1,791   0.1%   2,367   0.2%   2,982   0.3%   4,903   0.4%   5,010   0.4%
    Guest Amenity                     1,991   0.2%   2,677   0.2%   2,382   0.2%   1,492   0.1%   1,663   0.1%   2,202   0.2%
                                     ------  ----   ------  ----   ------  ----   ------  ----   ------  ----   ------  ----
        TOTAL SUPPLIES               58,754   4.9%  59,578   4.9%  71,175   5.2%  61,845   5.4%  71,558   6.0%  66,372   5.7%
                                     ------  ----   ------  ----   ------  ----   ------  ----   ------  ----   ------  ----

 REPAIRS & MAINTENANCE
    Carpets, Draperies & furniture    1,179   0.1%      55   0.4%     431   0.0%     168   0.4%   1,111   0.1%     252   0.0%
    Elevators                         4,659   0.4%   5,299   0.4%   4,896   0.4%   8,802   0.8%   5,442   0.5%   4,361   0.4%
    Landscaping                         872   0.1%     480   0.0%     782   0.1%     525   0.4%     768   0.1%     846   0.1%
    Painting & Wallpaper                 11   0.0%     167   0.0%       0   0.0%      19   0.0%      23   0.0%      36   0.0%
    Pool                              4,518   0.4%   5,226   0.4%   3,244   0.2%   5,695   0.5%   7,056   0.6%   4,231   0.4%
    Telephone                         1,455   0.1%     102   0.0%     914   0.1%     424   0.0%     405   0.0%     331   0.0%
    TV Cable & Satellite              9,470   0.0%   8,492   0.7%   8,511   0.6%   8,675   0.8%  11,422   1.0%   8,649   0.7%
    Pest Control                        900   0.1%     900   0.1%     900   0.1%   1,025   0.1%     900   0.1%     818   0.1%
    Janitorial Services                   0   0.0%       0   0.0%       0   0.0%       0   0.0%       0   0.0%       0   0.0%
    Plumbing                          1,231   0.1%   2,244   0.2%   3,335   0.2%   5,228   0.5%   3,107   0.3%   2,493   0.2%
    Electrical                        1,345   0.1%   2,443   0.2%   2,244   0.2%   1,153   0.1%   2,383   0.2%   1,224   0.1%
    Heating Ventilation Cooling       1,613   0.1%   1,823   0.2%   2,815   0.2%   3,113   0.3%   1,573   0.1%     977   0.1%
    Sign                                843   0.1%   1,143   0.1%     664   0.0%   1,586   0.1%     167   0.0%     269   0.0%
    Keys & Locks                      1,349   0.1%     810   0.1%     214   0.0%   1,556   0.1%     571   0.0%     499   0.0%
    Laundry/Housekeeping              1,946   0.2%   1,871   0.2%   3,634   0.3%   2,532   0.2%   3,232   0.3%   2,136   0.2%
    Photo Copier                        810   0.1%     314   0.0%     223   0.0%     425   0.0%     520   0.0%     215   0.0%
    Micros Register                   1,652   0.1%   1,067   0.1%   1,157   0.1%   2,438   0.2%   1,988   0.2%   1,248   0.1%
    Tools & Supplies                 11,153   0.9%   7,722   0.6%   3,868   0.7%   6,967   0.6%   5,587   0.5%   4,682   0.4%
    Maintance and Repairs               906   0.1%     185   0.0%   1,235   0.1%   1,522   0.1%  13,723   1.1%  14,262   1.2%
    Contract Labor Repair                 0   0.0%       0   0.0%     312   0.0%   1,367   0.1%     373   0.0%     196   0.0%
                                     ------  ----   ------  ----   ------  ----   ------  ----   ------  ----   ------  ----
        TOTAL REPAIRS & MAINTENANCE  45,542   3.8%  40,299   3.3%  44,269   3.3%  59,220   5.1%  66,351   5.1%  47,725   4.1%
                                     ------  ----   ------  ----   ------  ----   ------  ----   ------  ----   ------  ----
</TABLE>
<PAGE>

                                                                          Page 4
SHILO INN - OAKHURST CALIFORNIA (80 suites)
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)
FOR THE 8 MONTHS ENDED 8-31-96

<TABLE>
<CAPTION>
                                                                                                                       
                                                                                                                       
                                              1991                1992               1993              1994            
                                            (actual)     %      (actual)     %     (actual)    %     (actual)    %     
<S>                                           <C>       <C>       <C>       <C>      <C>      <C>     <C>       <C>   
OTHER OPERATING EXPENSE
       Sales/Use Taxes                        3,547     0.3%      6,144     0.5%     5,736    0.4%    15,798    1.4%  
       Credit Card Discounts                 13,964     1.2%     14,809     1.2%    17,203    1.3%    14,863    1.3%  
       Telecheck                                617     0.1%      1,142     0.1%       754    0.1%       838    0.1%  
       Bad Debts                                 67     0.0%        315     0.0%     2,225    0.2%       821    0.1%  
       Cash Over/Short                         (145)  -0.0%        (276)  -0.0%      1,296    0.1%         5    0.0%  
       Administrative Telephone               4,547     0.4%      3,088     0.3%     5,131    0.4%     4,795    0.4%  
       Security Services                          0     0.0%          0     0.0%         0    0.0%         0    0.0%  
       Comps                                      0     0.0%          0     0.0%         0    0.0%         0    0.0%  
       Coin-op Laundry Services                 150     0.0%        587     0.0%       197    0.0%       547    0.0%  
       Dry Cleaning, Valet                        0     0.0%         19     0.0%         0    0.0%         0    0.0%  
       Flowers                                   24     0.0%         76     0.0%       131    0.0%        46    0.0%  
       Video Rentals                          1,115     0.1%      1,151     0.1%     1,234    0.1%     1,210    0.1%  
       Vending Machine Maintenance               26     0.0%         43     0.0%        62    0.0%        26    0.0%  
       Bank Fees                                462     0.0%      1,193     0.1%     1,384    0.1%       482    0.0%  
       Equipment Rental                         637     0.1%      1,069     0.1%     1,119    0.1%     1,062    0.1%  
       Licenses and Miscellaneous Taxes         352     0.0%        211     0.0%       216    0.0%       110    0.0%  
       Vehicle Repair & Maintenance             329     0.0%        307     0.0%       154    0.0%        22    0.0%  
       Auto & Travel                          1,200     0.1%        868     0.1%       439    0.0%     1,540    0.1%  
       Business Meals                         1,035     0.1%        864     0.1%       632    0.0%     1,183    0.1%  
       Training/Seminars                          0     0.0%          0     0.0%         0    0.0%         0    0.0%  
       Staff Travel Telephone                   234     0.0%        312     0.0%         0    0.0%         0    0.0%  
       Theft Loss                                 0     0.0%          0     0.0%         0    0.0%         0    0.0%  
       Insurance Settlement - Theft               0     0.0%          0     0.0%         0    0.0%         0    0.0%  
       Miscellaneous - Resale/Services        3,492     0.3%      2,638     0.2%     4,500    0.3%     4,744    0.4%  
       Attorney Fees                              0     0.0%          0     0.0%         0    0.0%         0    0.0%  
       Professional Fees                        832     0.1%      1,277     0.1%     1,025    0.1%     1,075    0.1%  
       Dues & Subscriptions                     643     0.1%        458     0.0%       274    0.0%       177    0.0%  
       Charitable Contributions                   0     0.0%          0     0.0%         0    0.0%         0    0.0%  
       Political Contributions                    0     0.0%          0     0.0%         0    0.0%         0    0.0%  
       Restaurant Expenses                        0     0.0%          0     0.0%         0    0.0%         0    0.0%  
                                          ---------   -----   ---------   -----   --------  -----   --------  -----   
           TOTAL OTHER OPERATING EXPENSE     33,128     2.8%     36,292     3.0%    43,532    3.2%    49,345    4.3%  
                                          ---------   -----   ---------   -----   --------  -----   --------  -----   
              TOTAL OPERATING EXPENSE       480,018    40.3%    489,075    40.6%   561,114   41.8%   581,252   50.1%  
                                          ---------   -----   ---------   -----   --------  -----   --------  -----   
            TOTAL OPERATING INCOME          710,737    59.7%    716,768    59.4%   782,058   58.2%   569,884   49.5%  
                                          ---------   -----   ---------   -----   --------  -----   --------  -----   
OTHER EXPENSE
    Insurance                                 7,978     0.7%      8,523     0.7%     7,919    0.6%     8,033    0.7%  
    Insurance claims                              0     0.0%          0     0.0%         0    0.0%         0    0.0%  
    Property Tax                             42,185     3.5%     37,802     3.1%    38,437    2.9%    38,185    3.3%  
    Office Overhead                          59,537     5.0%     60,292     5.0%    67,159    5.0%    57,557    5.0%  
                                          ---------   -----   ---------   -----   --------  -----   --------  -----   
    TOTAL OTHER EXPENSE                     109,624     9.2%    106,617     8.8%   113,515    8.5%   103,175    9.0%  
                                          ---------   -----   ---------   -----   --------  -----   --------  -----   
            NET OPERATING INCOME          $ 601,117    50.5%  $ 610,151    50.6%  $658,543   49.8%  $466,109   40.5%  
                                          =========   =====   =========   =====   ========  =====   ========  =====   
</TABLE>

                                                               For the
                                                           12 Months Ended
                                               1995            8-31-96
                                             (actual)   %      (actual)    %
OTHER OPERATING EXPENSE
       Sales/Use Taxes                        12,366    l.1%    14,214    1.2%
       Credit Card Discounts                  15,992    1.3%    15,221    1.3%
       Telecheck                                 636    0.1%       850    0.1%
       Bad Debts                               1,166    0.1%       579    0.1%
       Cash Over/Short                           180    0.0%       110    0.0%
       Administrative Telephone                3,882    0.3%     2,955    0.3%
       Security Services                           0    0.0%         0    0.0%
       Comps                                     114    0.0%        61    0.0%
       Coin-op Laundry Services                  276    0.0%       376    0.0%
       Dry Cleaning, Valet                         0    0.0%         0    0.0%
       Flowers                                    11    0.0%         0    0.0%
       Video Rentals                           1,501    0.1%     1,224    0.1%
       Vending Machine Maintenance                 0    0.0%         0    0.0%
       Bank Fees                                 832    0.1%       441    0.0%
       Equipment Rental                        1,321    0.1%     1,274    0.1%
       Licenses and Miscellaneous Taxes          390    0.0%       213    0.0%
       Vehicle Repair & Maintenance               94    0.0%        51    0.0%
       Auto & Travel                           1,290    0.1%     1,139    0.1%
       Business Meals                            248    0.0%       154    0.0%
       Training/Seminars                          30    0.0%         0    0.0%
       Staff Travel Telephone                      0    0.0%         0    0.0%
       Theft Loss                                  0    0.0%         0    0.0%
       Insurance Settlement - Theft                0    0.0%         0    0.0%
       Miscellaneous - Resale/Services         5,013    0.4%     4,429    0.4%
       Attorney Fees                               0    0.0%         0    0.0%
       Professional Fees                         630    0.1%       495    0.0%
       Dues & Subscriptions                      280    0.0%       128    0.0%
       Charitable Contributions                    0    0.0%         0    0.0%
       Political Contributions                     0    0.0%         0    0.0%
       Restaurant Expenses                         0    0.0%         0    0.0%
                                            --------  -----   --------  -----
           TOTAL OTHER OPERATING EXPENSE      46,152    3.9%    44,205    3.7%
                                            --------  -----   --------  -----
              TOTAL OPERATING EXPENSE        502,628   48.8%   550,743   46.9%
                                            --------  -----   --------  -----
            TOTAL OPERATING INCOME           611,977   51.2%   622,814   53.1%
                                            --------  -----   --------  -----
OTHER EXPENSE
    Insurance                                  8,404    0.7%    11,042    0.9%
    Insurance claims                           2,017    0.2%         0    0.0%
    Property Tax                              37,778    3.2%    36,715    3.1%
    Office Overhead                           59,730    5.0%    58,678    5.0%
                                            --------  -----   --------  -----
    TOTAL OTHER EXPENSE                      107,929    9.0%   106,435    9.1%
                                            --------  -----   --------  -----
            NET OPERATING INCOME            $504,018   12.2%  $516,379   44.0%
                                            ========  =====   ========  =====
<PAGE>

- --------------------------------------------------------------------------------
                 -----------------------------------------------
                 RECONSTRUCTED INDUSTRY STANDARDS OPERATING DATA
                 ===============================================
                        TRENDS IN THE HOTEL INDUSTRY 1996
================================================================================

<TABLE>
<CAPTION>
                                     All Limited Service       Average for            Rate Group              Geographic Division
                                                                 Top 25%               Over $50                Mountain/Pacific
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>        <C>          <C>        <C>          <C>        <C>          <C>        <C>    
REVENUES                              % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room
                                      -------  -------------  -------  -------------  -------  -------------  -------  -------------
 Rooms                                  95.5%     $13,057       95.4%     $18,002       95.5%     $16,126       95.1%     $13,000
 Telephone                               2.4%        $331        2.4%        $449        2.4%        $406        2.3%        $313
 Other Income                            2.1%        $280        2.2%        $427        2.1%        $359        2.6%        $355
- ------------------------------------------------------------------------------------------------------------------------------------
Total Revenue                          100.0%     $13,668      100.0%     $18,878      100.0%     $16,891      100.0%     $13,668
                                                                                    
EXPENSES                                                                            
Departmental Expenses                                                               
 Rooms Department                       23.2%      $3,166       20.9%      $3,950       22.0%      $3,721       23.6%      $3,227
 Telephone                               1.5%        $206        1.4%        $256        1.4%        $235        1.4%        $186
Other Departments                        0.6%         $80        0.7%        $139        0.7%        $111        0.5%         $75
                                                                                    
Undistributed Operating Expenses                                                    
 Administrative & General                9.0%      $1,225        7.8%      $1,463        8.4%      $1,422        8.5%      $1,163
 Franchise Fees                          1.9%        $256        1.4%        $265        1.7%        $292        0.9%        $122
 Marketing                               3.7%        $510        3.7%        $691        4.0%        $669        3.9%        $530
 Property Operations & Maintenance       5.6%        $759        4.5%        $858        4.9%        $835        6.2%        $843
 Energy (Utilties)                       5.0%        $681        3.9%        $744        4.4%        $751        4.6%        $633
                                                                                    
Fixed Charges                                                                       
 Management                              2.8%        $380        3.2%        $597        2.9%        $484        3.1%        $430
 Property Tax & Other Charges            4.0%        $548        4.1%        $773        4.0%        $679        3.5%        $473
 Insurance                               1.1%        $147        1.1%        $203        1.1%        $178        1.2%        $159
- ------------------------------------------------------------------------------------------------------------------------------------
Total Expenses                          58.4%      $7,958       52.7%      $9,939       55.5%      $9,377       57.4%      $7,841

Net Income Before Reserves              41.6%      $5,710       47.3%      $8,939       44.5%      $7,514       42.6%      $5,827
                                                                                    
Percentage Occupancy                    66.9%                   78.1%                   73.5%                   66.8%
Average Daily Rate                     $51.15                  $63.13                  $60.14                  $53.28
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

================================================================================

LIMITED-SERVICE HOTELS
Performance in 1995
================================================================================

Since the proliferation of all the new limited-service chains in the mid-1980s,
this hotel segment has been viewed extremely favorably. For hotel guests, new
limited-service hotels offered a guest room that was frequently superior to
existing full-service hotels at one-half to two-thirds the price. For hotel
managers, the properties were simple to operate. For the hotel ownership and
financial community, limited-service properties represented high profit margins
with a lesser degree of financial risk.

After ten years of being the darling child of the industry, however, it appears
that limited-service hotels have not only matured in the marketplace, but are
beginning to show some signs of fatigue. For the first time since 1984, the
limited-service hotel segment achieved the lowest occupancy of any property type
surveyed in Trends in the Hotel Industry.

Realistically, all this means is that the limited-service hotel segment is not
enjoying the upside of the industry resurgence to the same degree as the other
types of hotels. Limited-service properties still achieved an aggregate
occupancy just shy of 70 percent, and their average room rates rose 5.9 percent,
second highest of all segments. In addition, an average operating profit margin
of 41.8 percent still make these properties the most fiscally efficient.

                             LIMITED-SERVICE HOTELS

                                   Market Mix

    [THE FOLLOWING TABLE WAS DEPICTED AS A PIE CHART IN THE PRINTED MATERIAL]

                              ----------------------
                               Convention      0.4%

                               Conference      1.9%

                               Other           0.5%

                               Business       45.8%

                               Tourists       51.4%
                              ----------------------

However, a degree of caution needs to be raised. The vast majority of new hotel
construction (measured in number of properties) is still occurring in this
segment. In several suburban markets in the United States, we have seen
localized pockets of overdevelopment causing significant declines in market
occupancies. This should not be construed as a blanket condemnation of all
limited-service hotel development, but it should be a warning to examine the
individual merits of each proposed project. Even with low development costs and
high profit margins, automatic success is not as sure as it has been in the
past. With increasing competition, time has proven that the need to maintain a
quality facility and offer good service is crucial in determining the success of
a limited-service operation.

================================================================================


74
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                                Figure Number 14
================================================================================

<TABLE>
<CAPTION>
                                                                                         Rate Groups
                                                                              ---------------------------------
                                                        All         Average                $35.00
                                                  Limited-Service     for       Under        to          Over
                                                       Hotels       Top 25%*    $35.00     $50.00       $50.00
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                95.5%        95.4%       94.4%      95.7%        95.5%
   Telephone                                             2.4          2.4         2.6        2.4          2.4
   Other Operated Departments                            0.8          0.9         1.3        0.7          0.8
   Rentals and Other Income                              1.2          1.3         1.6        1.2          1.3
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                23.2%        20.9%       28.3%      24.3%        22.0%
   Telephone                                             1.5          1.4         2.1        1.6          1.4
   Other Operated Departments                            0.6          0.7         0.6        0.5          0.7
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           25.3%        23.0%       31.0%      26.4%        24.1%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   74.7%        77.0%       69.0%      73.6%        75.9%

Undistributed Operating Expenses:**
   Administrative and General                            9.0%         7.8%       11.2%       9.5%         8.4%
   Franchise Fees                                        1.9          1.4         1.7        2.1          1.7
   Marketing and Guest Entertainment                     3.7          3.7         4.5        3.3          4.0
   Property Operation and Maintenance                    5.6          4.5        10.3        6.0          4.9
   Energy Costs                                          5.0          3.9         7.6        5.5          4.4
   Other Unallocated Operated Departments                --           --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       25.1%        21.3%       35.3%      26.5%        23.5%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          49.6%        55.7%       33.7%      47.1 %       52.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       2.8%         3.2%        3.1%       2.6%         2.9%
   Property Taxes and Other Municipal Charges            4.0          4.1         3.5        4.0          4.0
   Insurance on Buildings and Contents                   1.1          1.1         1.2        1.1          1.1
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     7.8%         8.3%        7.8%       7.7%         7.9%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    41.8%        47.3%       25.9%      39.4%        44.5%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                13.3%        11.7%       17.5%      14.2%        12.4%
   Payroll Taxes and Employee Benefits                   3.5          3.4         4.0        3.4          3.5
                                                  -------------------------------------------------------------
     Subtotal                                           16.8%        15.1%       21.5%      17.6%        15.9%
   Laundry, Linen, and Guest Supplies                    1.6          1.2         3.3        1.8          1.3
   Commissions and Reservation Expenses                  1.6          1.6         1.0        1.4          1.7
   Complimentary Food and/or Beverage Expenses           1.7          1.6         0.6        1.8          1.7
   All Other Expenses                                    2.7          2.5         3.6        2.7          2.6
                                                  -------------------------------------------------------------
     Total Rooms Expense                                24.4%        22.0%       30.0%      25.3%        23.2%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            75.6%        78.0%       70.0%      74.7%        76.8%
                                                  =============================================================
Percentage of Occupancy                                 69.9%        78.1%       64.3%      67.3%        73.5%
Average Daily Rate per Occupied Room                   $51.15       $63.13      $31.31     $44.34       $60.14
Average Size (Rooms)                                     107          111          98        100          116
</TABLE>

================================================================================

  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              75
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995
Ratios to Total Revenues
Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                        Geographic Divisions
                                                  -------------------------------------------------------------
                                                    New England                                        Mountain
                                                        and          North      South       South         and
                                                  Middle Atlantic   Central    Atlantic    Central      Pacific
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                94.3%        95.4%       94.8%      96.9%        95.1%
   Telephone                                             3.0          2.7         2.7        2.0          2.3
   Other Operated Departments                            1.5          0.4         1.2        0.3          0.9
   Rentals and Other Income                              1.2          1.5         1.3        0.7          1.7
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                26.6%        23.1%       22.6%      22.2%        23.6%
   Telephone                                             1.7          1.5         1.7        1.4          1.4
   Other Operated Departments                            1.3          0.3         0.9        0.3          0.5
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           29.6%        24.9%       25.2%      23.8%        25.5%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   70.4%        75.1%       74.8%      76.2%        74.5%

Undistributed Operating Expenses:**
   Administrative and General                           10.2%         8.7%        9.8%       8.4%         8.5%
   Franchise Fees                                        2.9          2.8         2.6        1.2          0.9
   Marketing and Guest Entertainment                     4.5          3.9         4.3        2.8          3.9
   Property Operation and Maintenance                    5.7          5.0         5.6        5.3          6.2
   Energy Costs                                          6.0          4.7         5.4        4.7          4.6
   Other Unallocated Operated Departments                0.1          --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       29.4%        25.1%       27.9%      22.3%        24.1%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          40.9%        50.0%       46.9%      53.8 %       50.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       3.5%         4.2%        2.9%       1.4%         3.1%
   Property Taxes and Other Municipal Charges            5.5          4.7         3.6        3.9          3.5
   Insurance on Buildings and Contents                   0.7          0.7         1.1        1.3          1.2
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     9.6%         9.6%        7.6%       6.6%         7.8%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    31.3%        40.4%       39.3%      47.2%        42.6%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                15.6%        13.6%       12.9%      12.3%        13.8%
   Payroll Taxes and Employee Benefits                   4.7          2.4         3.1        3.8          3.7
                                                  -------------------------------------------------------------
     Subtotal                                           20.3%        16.0%       16.0%      16.1%        17.5%
   Laundry, Linen, and Guest Supplies                    1.6          2.0         1.7        0.9          1.9
   Commissions and Reservation Expenses                  2.1          1.8         1.8        1.0          1.6
   Complimentary Food and/or Beverage Expenses           1.3          2.0         1.7        1.8          1.4
   All Other Expenses                                    3.0          2.4         2.6        3.0          2.4
                                                  -------------------------------------------------------------
     Total Rooms Expense                                28.3%        24.2%       23.8%      22.8%        24.8%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            71.7%        75.8%       76.2%      77.2%        75.2%
                                                  =============================================================
Percentage of Occupancy                                 69.0%        71.6%       70.9%      71.0%        66.8%
Average Daily Rate per Occupied Room                   $58.94       $49.83      $48.92     $49.93       $53.28
Average Size (Rooms)                                     116           80         123        122           96
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

76
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                    Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                      Property Size Classifications
                                                  -------------------------------------
                                                       Under        75 to        Over   
                                                        75           150         150   
                                                       Rooms        Rooms       Rooms
                                                  -------------------------------------
<S>                                                    <C>          <C>         <C>    
Revenues:
   Rooms                                                96.0%        95.9%       93.9% 
   Telephone                                             2.6          2.3         2.6  
   Other Operated Departments                            0.3          0.7         1.7  
   Rentals and Other Income                              1.1          1.1         1.9  
                                                  -------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0% 

Departmental Costs and Expenses:
   Rooms                                                22.1%        23.0%       24.5% 
   Telephone                                             1.6          1.5         1.6  
   Other Operated Departments                            0.2          0.5         1.2  
                                                  -------------------------------------
     Total Costs and Expenses                           23.8%        25.0%       27.3% 
                                                  -------------------------------------
   Total Operated Departmental Income                   76.2%        75.0%       72.7% 

Undistributed Operating Expenses:**
   Administrative and General                            8.3%         9.0%        9.3% 
   Franchise Fees                                        2.6          1.7         1.9  
   Marketing and Guest Entertainment                     3.7          3.6         4.3  
   Property Operation and Maintenance                    5.5          5.5         5.7  
   Energy Costs                                          4.6          5.0         5.2  
   Other Unallocated Operated Departments                --           --          --   
                                                  -------------------------------------
     Total Undistributed Expenses                       24.7%        24.9%       26.5% 
                                                  -------------------------------------
   Income before Fixed Charges                          51.5%        50.2%       46.2% 

Management Fees, Property Taxes, and Insurance:**
   Management Fees                                       6.2%         2.2%        2.5% 
   Property Taxes and Other Municipal Charges            3.8          4.0         4.1  
   Insurance on Buildings and Contents                   0.6          1.1         1.3  
                                                  -------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                    10.6%         7.3%        8.0% 
                                                  -------------------------------------
Income before Other Fixed Charges***                    40.9%        42.9%       38.2% 
                                                  =====================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0% 
Departmental Expenses:
   Salaries and Wages including Vacation                13.0%        13.1%       14.3% 
   Payroll Taxes and Employee Benefits                   2.1          3.5         4.3  
                                                  -------------------------------------
     Subtotal                                           15.1%        16.6%       18.6% 
   Laundry, Linen, and Guest Supplies                    2.6          1.4         1.5  
   Commissions and Reservation Expenses                  1.6          1.5         1.8  
   Complimentary Food and/or Beverage Expenses           1.6          1.8         1.1  
   All Other Expenses                                    2.1          2.7         3.1  
                                                  -------------------------------------
     Total Rooms Expense                                23.0%        24.0%       26.1% 
                                                  -------------------------------------
   Rooms Departmental Income                            77.0%        76.0%       73.9% 
                                                  =====================================
Percentage of Occupancy                                 69.0%        70.2%       69.9% 
Average Daily Rate per Occupied Room                   $47.93       $50.46      $56.90 
Average Size (Rooms)                                      54          118         186  
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              77
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15
================================================================================

<TABLE>
<CAPTION>
                                                    All Limited-Service              Average for
                                                           Hotels                      Top 25%*
                                                  -------------------------   ----------------------
                                                                  Compared                 Compared
                                                       1995       with 1994      1995      with 1994
                                                  --------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>    
Revenues:                                                                                           
   Rooms                                            $ 13,057          6.7%   $ 18,002          7.3% 
   Telephone                                             331          4.0         449          4.1  
   Other Operated Departments                            110          9.6         178        (12.0) 
   Rentals and Other Income                              170         17.4         249         30.1  
                                                  --------------------------------------------------
     Total Revenues                                 $ 13,669          6.8%   $ 18,878          7.2% 
                                                                                                    
Departmental Costs and Expenses:                                                                    
   Rooms                                            $  3,166          4.5%   $  3,950          3.4% 
   Telephone                                             206          7.3         256          9.0  
   Other Operated Departments                             80         34.5         139         27.9  
                                                  --------------------------------------------------
     Total Costs and Expenses                       $  3,452          5.2%   $  4,345          4.4% 
                                                  --------------------------------------------------
   Total Operated Departmental Income               $ 10,216          7.3%   $ 14,532          8.1% 
                                                                                                    
Undistributed Operating Expenses:**                                                                 
   Administrative and General                       $  1,225          8.4%   $  1,463          8.7% 
   Franchise Fees                                        256         10.7         265         (4.6) 
   Marketing and Guest Entertainment                     510          5.3         691          8.1  
   Property Operation and Maintenance                    759          5.8         858          3.4  
   Energy Costs                                          681         (3.2)        744         (3.5) 
   Other Unallocated Operated Departments                  3          N/C         --           --   
                                                  --------------------------------------------------
     Total Undistributed Expenses                   $  3,435          5.1%   $  4,021          4.1% 
                                                  --------------------------------------------------
   Income before Fixed Charges                      $  6,782          8.4%   $ 10,511          9.8% 
                                                                                                    
Management Fees, Property Taxes, and Insurance:**                                                   
   Management Fees                                  $    380        (24.0)%  $    597        (22.6)%
   Property Taxes and Other Municipal Charges            545          2.8         773          4.5  
   Insurance on Buildings and Contents                   147         (3.2)        203          6.6  
                                                  --------------------------------------------------
     Total Management Fees, Property Taxes,                                                         
       and Insurance                                $  1,072         (9.3)%  $  1,573         (7.5)%
                                                  --------------------------------------------------
Income before Other Fixed Charges***                $  5,710         12.5%   $  8,938         13.5% 
                                                  ==================================================
                                                                                                    
Rooms Department:                                                                                   
   Rooms Net Revenue                                $ 13,057          6.7%   $ 18,002          7.3% 
                                                                              
Departmental Expenses:                                                                              
   Salaries and Wages including Vacation            $  1,735          2.5%   $  2,107          1.5% 
   Payroll Taxes and Employee Benefits                   456         (2.2)        606         (1.1) 
                                                  --------------------------------------------------
     Subtotal                                       $  2,191          1.5%   $  2,713          0.9% 
   Laundry, Linen, and Guest Supplies                    203        (13.3)        211        (20.1) 
   Commissions and Reservation Expenses                  203          8.3         289          0.8  
   Complimentary Food and/or Beverage Expenses           219         12.7         287          6.7  
   All Other Expenses                                    350         38.1         450         45.0  
                                                  --------------------------------------------------
     Total Rooms Expense                            $  3,166          4.5%   $  3,950          3.4% 
                                                  --------------------------------------------------
   Rooms Departmental Income                        $  9,891          7.4%   $ 14,052          8.4% 
                                                  ==================================================
Percentage of Occupancy                                 69.9%         0.8%       78.1%         0.8% 
Average Daily Rate per Occupied Room                $   51.15         5.9%   $   63.13         6.4% 
Average Size (Rooms)                                     107         (0.2)%       111          0.1% 
</TABLE>

================================================================================

N/C - Data not comparable.
  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

78
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                                               Rate Groups
                                                  ---------------------------------------------------------------------------
                                                        Under $35.00           $35.00 to $50.00             Over $50.00
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>        <C>           <C>    
Revenues:                                                                                                                    
1  Rooms                                            $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
2  Telephone                                             206         (2.2)        277          3.3         406          5.0  
3  Other Operated Departments                            105          N/C          79         43.1         142         (7.0) 
4  Rentals and Other Income                              123        (10.8)        132         11.1         217         25.1  
                                                  ---------------------------------------------------------------------------
5    Total Revenues                                 $  7,788          3.8%   $ 11,384          7.0%   $ 16,891          6.8% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
6  Rooms                                            $  2,202          8.5%   $  2,766          5.0%   $  3,721          3.8% 
7  Telephone                                             166         (1.2)        184          6.6         235          8.8  
8  Other Operated Departments                             46         (1.2)         55          N/C         111         30.2  
                                                  ---------------------------------------------------------------------------
9    Total Costs and Expenses                       $  2,414          7.5%   $  3,005          5.7%   $  4,067          4.7% 
                                                  ---------------------------------------------------------------------------
10 Total Operated Departmental Income               $  5,374          2.2%   $  8,379          7.4%   $ 12,824          7.5% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
11 Administrative and General                       $    875          7.9%   $  1,084          7.5%   $  1,422          9.2% 
12 Franchise Fees                                        130          3.7         240         19.9         292          4.2 
13 Marketing and Guest Entertainment                     351         (0.3)        379          5.4         669          5.6  
14 Property Operation and Maintenance                    802         18.1         680          6.1         835          4.1  
15 Energy Costs                                          589         (9.3)        626         (3.7)        751         (2.1) 
16 Other Unallocated Operated Departments                 --          --            3          N/C           4          N/C  
                                                  ---------------------------------------------------------------------------
17   Total Undistributed Expenses                   $  2,748          5.0%   $  3,013          5.3%   $  3,972          4.9% 
                                                  ---------------------------------------------------------------------------
18 Income before Fixed Charges                      $  2,626         (0.6)%  $  5,366          8.7%   $  8,851          8.6% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
19 Management Fees                                  $    244          2.2%   $    300        (25.6)%  $    484        (24.4)%
20 Property Taxes and Other Municipal Charges            275        (10.2)        457          3.5         675          3.2  
21 Insurance on Buildings and Contents                    90        (21.9)        124         (6.4)        178          1.0  
                                                  ---------------------------------------------------------------------------
22   Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $    609         (7.7)%  $    881         (9.8)%  $  1,337         (9.1)%
                                                  ---------------------------------------------------------------------------
23 Income before Other Fixed Charges***             $  2,017          1.7%   $  4,485         13.3%   $  7,514         12.5% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
24 Rooms Net Revenue                                $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
                                                                                                                             
Departmental Expenses:                                                                                                       
25 Salaries and Wages including Vacation            $  1,285          4.9%   $  1,548          2.8%   $  1,995          2.0% 
26 Payroll Taxes and Employee Benefits                   296          6.6         369         (4.9)        568         (0.9) 
                                                  ---------------------------------------------------------------------------
27   Subtotal                                       $  1,581          5.3%   $  1,917          1.2%   $  2,563          1.4% 
28 Laundry, Linen, and Guest Supplies                    241         17.1         197         (7.9)        204        (21.5) 
29 Commissions and Reservation Expenses                   74         12.5         158         13.5         269          5.2  
30 Complimentary Food and/or Beverage Expenses            45         22.6         196         18.5         267          8.3  
31 All Other Expenses                                    261         18.8         298         35.3         417         42.2  
                                                  ---------------------------------------------------------------------------
32   Total Rooms Expense                            $  2,202          8.5%   $  2,766          5.1%   $  3,720          3.8% 
                                                  ---------------------------------------------------------------------------
33 Rooms Departmental Income                        $  5,151          1.6%   $  8,129          7.5%   $ 12,406          7.7% 
                                                  ===========================================================================
34 Percentage of Occupancy                              64.3%         2.2%       67.3%         1.1%       73.5%         0.3% 
35 Average Daily Rate per Occupied Room             $   31.31         1.3%   $   44.34         5.7%   $   60.14         6.4% 
36 Average Size (Rooms)                                   98         (0.6)%       100         (0.2)%       116         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              79
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                         Geographic Divisions
   -----------------------------------------------------------------------------------------------------------------------------
         New England                   North                    South                    South                  Mountain
     and Middle Atlantic              Central                  Atlantic                 Central                and Pacific    
   -------------------------  -----------------------  -----------------------  -----------------------  -----------------------
                   Compared                 Compared                 Compared                 Compared                 Compared 
        1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994
   -----------------------------------------------------------------------------------------------------------------------------
<S>  <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>    
                                                                                                                                
1    $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
2         465          0.1         369          8.1         355         13.6         270         (1.9)        313          0.1  
3         240         34.0          58         36.6         166         33.3          46         (0.2)        122        (21.2) 
4         191         16.7         200         20.3         178         15.9          95          5.0         233         24.8  
   -----------------------------------------------------------------------------------------------------------------------------
5    $ 15,747          6.6%   $ 13,645          6.9%   $ 13,350         11.5%   $ 13,354          4.0%   $ 13,668          5.8% 
                                                                                                                                
                                                                                                                                
6    $  4,191          5.1%   $  3,148          4.8%   $  3,019          6.8%   $  2,958          3.1%   $  3,227          3.8% 
7         264         (5.3)        204          1.6         230          8.2         188         15.3         186          8.2  
8         209         46.4          42          N/C         118         33.4          38          N/C          75          9.6  
   -----------------------------------------------------------------------------------------------------------------------------
9    $  4,664          5.8%   $  3,394          5.1%   $  3,367          7.6%   $  3,185          4.1%   $  3,488          4.2% 
   -----------------------------------------------------------------------------------------------------------------------------
10   $ 11,083          6.9%   $ 10,252          7.5%   $  9,984         12.9%   $ 10,169          4.0%   $ 10,180          6.3% 
                                                                                                                                
                                                                                                                                
11   $  1,611          8.0%   $  1,187          5.6%   $  1,311         10.7%   $  1,118         10.4%   $  1,163          5.8% 
12        463          4.3         384          6.8         353         12.8         160         10.7         122         24.0  
13        715        (13.0)        537         10.0         575          4.2         372         13.8         530          7.3  
14        894          3.6         679         (0.3)        754          8.2         702          2.7         843         11.7  
15        945         (0.2)        645         (1.9)        725          1.2         627         (3.5)        633         (9.7) 
16          8        (40.1)        --           --            6          --            4          --          --           --   
   -----------------------------------------------------------------------------------------------------------------------------
17   $  4,636          1.2%   $  3,432          3.7%   $  3,724          7.6%   $  2,983          5.9%   $  3,290          4.6% 
   -----------------------------------------------------------------------------------------------------------------------------
18   $  6,447         11.5%   $  6,820          9.6%   $  6,260         16.4%   $  7,186          3.2%   $  6,889          7.1% 
                                                                                                                                
                                                                                                                                
19   $    544         15.2%   $    569         (3.5)%  $    387         (8.4)%  $    192          N/C    $    430        (20.4)%
20        863         15.3         640          2.6         476          0.3         518          0.3%        473          2.1  
21        107        (39.2)         98        (13.6)        146         (6.4)        174         22.2         159         (9.4) 
   -----------------------------------------------------------------------------------------------------------------------------
22   $  1,514          8.4%   $  1,307         (1.5)%  $  1,009         (4.1)%  $    884        (23.3)%  $  1,062         (9.9)%
   -----------------------------------------------------------------------------------------------------------------------------
23   $  4,933         12.4%   $  5,513         12.6%   $  5,251         21.3%   $  6,302          8.4%   $  5,828         11.0% 
   =============================================================================================================================
                                                                                                                                
                                                                                                                                
24   $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
                                                                                                                                
                                                                                                                                
25   $  2,317          2.8%   $  1,770          5.8%   $  1,637          3.0%   $  1,590          0.6%   $  1,790          2.1% 
26        693          6.8         317        (12.3)        397          1.6         488         (3.2)        480         (3.0) 
   -----------------------------------------------------------------------------------------------------------------------------
27   $  3,010          3.7%   $  2,087          2.6%   $  2,034          2.7%   $  2,078         (0.4)%  $  2,270          1.0% 
28        237         (8.1)        260          2.9         215        (12.2)        120        (38.7)        247         (2.0) 
29        306         (4.2)        234          1.0         224         15.9         136          8.3         211         14.2  
30        199         48.4         260          8.6         211         24.8         234          4.2         187          8.5  
31        440         18.1         307         25.7         334         39.6         389          N/C         311         24.3  
   -----------------------------------------------------------------------------------------------------------------------------
32   $  4,192          5.1%   $  3,148          4.8%   $  3,018          6.8%   $  2,957          3.0%   $  3,226          3.8% 
   -----------------------------------------------------------------------------------------------------------------------------
33   $ 10,659          6.8%   $  9,870          7.2%   $  9,633         12.6%   $  9,986          4.5%   $  9,774          6.7% 
   =============================================================================================================================
27       69.0%         1.3%       71.6%         0.2%       70.9%         3.7%       71.0%        (1.2)%      66.8%         0.6% 
28   $   58.94         5.0%   $   49.83         6.4%   $   48.92         7.2%   $   49.93         5.4%   $   53.28         5.3% 
29        116         (1.0)%        80          --          123         (0.2)%       122         (0.3)%        96         (0.1)%
</TABLE>

================================================================================

                                                                     (Continued)

80
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                         Property Size Classifications
                                                  ---------------------------------------------------------------------------
                                                             Under                  75 to 150                   Over
                                                           75 Rooms                   Rooms                  150 Rooms
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                 <C>             <C>      <C>             <C>      <C>            <C>    
Revenues:                                                                                                                    
   Rooms                                            $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
   Telephone                                             330         10.5         316          3.2         399          2.6  
   Other Operated Departments                             38         (7.5)         89          2.7         259         24.9  
   Rentals and Other Income                              137         42.5         150         19.3         286          5.8  
                                                  ---------------------------------------------------------------------------
     Total Revenues                                 $ 12,577          5.5%   $ 13,486          6.9%   $ 15,394          7.3% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
   Rooms                                            $  2,779          2.7%   $  3,103          5.1%   $  3,770          3.9% 
   Telephone                                             195         (0.2)        199          9.3         246          6.0  
   Other Operated Departments                             25         28.6          65          N/C         191         16.2  
                                                  ---------------------------------------------------------------------------
     Total Costs and Expenses                       $  2,999          2.7%   $  3,368          5.9%   $  4,206          4.6% 
                                                  ---------------------------------------------------------------------------
   Total Operated Departmental Income               $  9,578          6.4%   $ 10,118          7.2%   $ 11,187          8.4% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
   Administrative and General                       $  1,038          6.4%   $  1,213          8.8%   $  1,437          8.3% 
   Franchise Fees                                        332         10.1         232         14.5         297         (0.2)
   Marketing and Guest Entertainment                     465         (0.7)        485          7.8         656          1.6  
   Property Operation and Maintenance                    692          7.3         745          5.6         878          5.5  
   Energy Costs                                          576        (10.7)        673         (2.9)        803          0.8  
   Other Unallocated Operated Departments                 --          N/C           4          N/C           4          --   
                                                  ---------------------------------------------------------------------------
     Total Undistributed Expenses                   $  3,102          2.2%   $  3,352          5.8%   $  4,075          4.5% 
                                                  ---------------------------------------------------------------------------
   Income before Fixed Charges                      $  6,476          8.5%   $  6,766          7.8%   $  7,112         10.7% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
   Management Fees                                  $    775          6.5%   $    299        (33.3)%  $    388        (26.8)%
   Property Taxes and Other Municipal Charges            473          0.1         539          3.0         634          4.0  
   Insurance on Buildings and Contents                    81        (40.5)        146         (1.2)        206         14.1  
                                                  ---------------------------------------------------------------------------
     Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $  1,330         (0.6)%  $    984        (12.1)%  $  1,228         (7.0)%
                                                  ---------------------------------------------------------------------------
   Income before Other Fixed Charges***             $  5,146         11.1%   $  5,782         12.2%   $  5,884         15.3% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
   Rooms Net Revenue                                $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
                                                                                                                             
Departmental Expenses:                                                                                                       
   Salaries and Wages including Vacation            $  1,572          3.0%   $  1,691          2.7%   $  2,066          1.6% 
   Payroll Taxes and Employee Benefits                   254        (14.3)        458         (2.3)        618          3.4  
                                                  ---------------------------------------------------------------------------
     Subtotal $                                     $  1,826          0.2%   $  2,149          1.5%   $  2,684          2.0% 
   Laundry, Linen, and Guest Supplies                    320         21.1         176        (20.7)        217        (16.4) 
   Commissions and Reservation Expenses                  192         12.2         191         10.9         264         (1.1) 
   Complimentary Food and/or Beverage Expenses           194          9.9         237         13.6         163          9.8  
   All Other Expenses                                    247         (8.8)        349         49.1         442         37.8  
                                                  ---------------------------------------------------------------------------
     Total Rooms Expense                            $  2,779          2.7%   $  3,102          5.0%   $  3,770          3.9% 
                                                  ---------------------------------------------------------------------------
   Rooms Departmental Income                        $  9,293          5.8%   $  9,829          7.4%   $ 10,680          8.4% 
                                                  ===========================================================================
   Percentage of Occupancy                              69.0%         0.1%       70.2%         0.7%       69.6%         1.8% 
   Average Daily Rate per Occupied Room             $   47.93         5.0%   $   50.46         6.2%   $   56.90         5.3% 
   Average Size (Rooms)                                   54         (0.1)%       118         (0.2)%       186         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              81
<PAGE>

                                                                      ----------
                                                                       SPECIAL
                                                                      SUPPLEMENT
                                                                      ----------

================================================================================
TRENDS IN THE HOTEL INDUSTRY
United States Cities 1995 and 1996 Projections
================================================================================

<TABLE>
<CAPTION>
                                         Occupancy                    Average Daily Rate
                                ---------------------------------------------------------------
                                 1994     1995        1996       1994       1995        1996
                                Actual  Estimated   Projected   Actual    Estimated   Projected
                                ---------------------------------------------------------------
<S>                              <C>       <C>         <C>      <C>        <C>         <C>   
South Central Cities
   Austin, TX                    74.4%     76.0%       75.0%    $63.13     $65.50      $68.00
   Baton Rouge, LA               66.4      67.0        67.0      49.78      51.75       54.00
   Birmingham, AL                68.4      68.6        69.0      57.00      59.75       60.75
   Corpus Christi, TX            63.7      67.0        66.0      53.45      55.00       57.00
   Dallas/Fort Worth, TX         68.5      70.0        70.0      72.31      76.00       79.00
   El Paso, TX                   72.8      72.5        73.0      43.76      44.50       46.00
   Houston, TX                   64.3      64.0        65.0      67.32      71.00       74.00
   Jackson, MS                   65.6      65.0        67.0      48.90      49.20       51.00
   Knoxville, TN                 63.4      64.7        65.7      55.38      56.49       57.25
   Little Rock, AR               64.4      61.0        61.5      45.32      48.25       49.00
   Memphis, TN                   70.8      71.0        73.0      63.05      65.95       66.75
   Nashville, TN                 78.0      82.8        84.0      93.32      97.62       99.00
   New Orleans, LA               73.4      73.5        75.0      89.61      92.75       95.00
   Oklahoma City, OK             62.0      66.3        67.5      46.47      49.21       51.00
   San Antonio, TX               71.5      71.0        72.0      69.79      71.75       74.00
   Tulsa, OK                     58.8      59.2        61.0      56.79      58.54       59.00
                               -----------------       ---------------     ------------------
             Subtotal            68.6%     69.3%       70.0%    $69.56     $72.66      $75.28

Mountain and Pacific Cities

   Albuquerque, NM               73.4%     71.3%       73.0%    $63.28     $67.24      $68.00
   Billings, MT                  60.2      60.4        62.0      48.58      49.35       52.00
   Boise, ID                     75.5      75.0        75.0      58.00      62.00       64.00
   Colorado Springs, CO          69.3      69.7        71.2      59.31      62.33       63.75
   Denver, CO                    72.0      74.0        75.0      64.42      69.72       71.00
   Great Falls, MT               60.0      65.2        66.0      48.29      48.02       50.00
   Honolulu, HI                  81.1      80.2        80.5      98.82     105.00      110.00
   Los Angeles, CA               66.3      67.0        68.0      83.05      85.00       88.00
   Orange County, CA             65.5      69.0        70.0      76.50      77.34       80.24
   Phoenix, AZ                   71.4      72.9        73.0      90.13      99.34      100.00
   Portland, OR                  75.0      77.0        75.0      85.00      89.00       92.00
   Sacramento, CA                71.3      70.9        72.0      70.09      74.88       77.00
   Salt Lake City, UT            79.7      78.9        80.0      58.44      62.28       64.75
   San Diego County, CA          67.1      70.0        71.0      77.71      81.00       84.00
   San Francisco, CA             70.1      73.8        75.7     105.92     108.68      112.50
   Santa Fe, NM                  71.2      70.5        71.5     109.21     108.45      109.75
   Scottsdale, AZ                70.9      72.8        73.0     112.76     121.21      123.50
   Seattle, WA                   75.5      77.0        78.0     100.00     104.00      107.00
   Tucson, AZ                    69.2      71.6        72.0      74.25      78.68       79.00

             Subtotal            71.2%     72.5%       73.2%    $84.25     $88.41      $91.19
                               -----------------       ---------------     ------------------
             Total Cities        70.1%     71.3%       72.1%    $83.65     $87.51      $90.64
                               -----------------       ---------------     ------------------
             National Average*   68.9%     70.2%       71.2%    $81.68     $85.24      $88.10
</TABLE>

================================================================================

* Average property size: 210 rooms.


                                                                              15
<PAGE>

================================================================================
TRENDS IN THE HOTEL INDUSTRY

United States First Half 1995 Results

================================================================================

<TABLE>
<CAPTION>
                                                                  Occupancy                          Average Daily Rate
                                                         -----------------------------------------------------------------------
                                                                                 Percent                                Percent
                                                         1995       1994        Variation     1995         1994        Variation
                                                         -----------------------------------------------------------------------

<S>                                                      <C>        <C>             <C>        <C>          <C>           <C>
New England and Middle Atlantic States
         Massachusetts                                   68.0%      67.6%           0.6%     $119.02      $112.75         5.6%
         New Hampshire                                   49.4       48.9            1.0        71.24        71.19         0.1
                                                         -----------------------------------------------------------------------
                  Subtotal                               65.0%      64.6%           0.6%     $113.14      $107.65         5.1%

North Central States
         Kansas                                          68.4%      66.8%           2.4%      $65.99       $62.90         4.9%
         Missouri                                        64.9       63.1            2.9        67.47        65.03         3.8
                                                         -----------------------------------------------------------------------
                  Subtotal                               66.3%      64.6%           2.6%      $66.86       $64.15         4.2%

South Atlantic States
         Florida                                         76.2%      72.7%           4.8%      $90.36       $83.47         8.3%
         Georgia                                         69.0       67.0            3.0        67.50        64.25         5.1
         North Carolina                                  65.0       62.3            4.3        63.96        60.12         6.4
         Virginia                                        67.0       65.0            3.1        67.75        65.85         2.9
                                                         -----------------------------------------------------------------------
                  Subtotal                               73.6%      70.5%           4.4%      $83.81       $77.4          7.5%

South Central States
         Alabama                                         66.8%      68.4%          (2.3)%     $51.66       $50.57         2.2%
         Arkansas                                        61.1       63.8           (4.2)       44.39        42.82         3.7
         Louisiana                                       76.5       75.0            2.0        82.97        79.95         3.8
         Mississippi                                     68.5       71.1           (3.7)       52.37        51.86         1.0
         Oklahoma                                        63.3       61.9            2.3        53.39        51.14         4.4
         Tennessee                                       69.7       68.4            1.9        67.11        64.30         4.4
         Texas                                           69.7       69.0            1.0        67.72        63.80         6.1
                                                         -----------------------------------------------------------------------
                  Subtotal                               70.1%      69.4%           1.0%      $68.31       $64.83         5.4%

Mountain and Pacific States
         Arizona                                         78.4%      76.8%           2.1%     $104.29       $96.71         7.8%
         Colorado                                        69.4       68.0            2.1        69.76        65.01         7.3
         Hawaii                                          75.5       76.6           (1.4)      111.28       105.24         5.7
         Montana                                         55.3       55.5           (0.4)       48.58        47.55         2.2
         New Mexico                                      70.7       71.5           (1.1)       70.31        68.41         2.8
         Northern California                             70.8       67.6            4.7        87.51        84.29         3.8
         Oregon                                          64.8       64.1            1.1        73.84        70.98         4.0
         Southern California                             67.4       64.7            4.2        81.75        79.87         2.4
         Utah                                            77.0       76.5            0.7        71.28        67.00         6.4
         Washington                                      67.1       64.6            3.9        76.52        71.92         6.4
         Wyoming                                         54.1       55.6           (2.7)       56.35        54.41         3.6
                                                         -----------------------------------------------------------------------
                  Subtotal                               70.5%      69.1%           2.0%      $88.45       $84.54         4.6%
                                                         -----------------------------------------------------------------------
                  Total States                           70.7%      69.1%           2.3%      $81.62       $77.35         5.5%
                                                         -----------------------------------------------------------------------
                  National Average*                      70.5%      68.9%           2.3%      $85.94       $81.67         5.2%
</TABLE>




================================================================================
        * Average property size: 210 rooms.


18
<PAGE>

                              SMITH TRAVEL RESEARCH
                     HOTEL OPERATING STATISTICS 1996 REPORT
================================================================================

LIMITED-SERVICE HIGHLIGHTS

o     Limited-service hotels showed strong profitability improvement from 14.6
      percent of total revenue in 1994 to 23.0 percent in 1995.

o     Sample Characteristics:

        -   Sample comprised of 1,410 limited-service hotels.

        -   Occupancy was slightly lower at 72.7 percent...highest occupancies
            were in Southeast states.

        -   Room Rates increased 1.4 percent to $55.18...highest ADR's were in
            Middle Atlantic (New York) and Pacific (Hawaii) regions.

        -   RevPAR improved to $40.12.

o     Gross operating profit (GOP) (before management fees) improved from 45.2
      percent in 1994 to 46.6 percent in 1995...GOP was above 44 percent across
      all census regions except New England.

o     Higher priced properties generally reported higher GOP and pre-tax income.

o     Total fixed charges (including property taxes and insurance) decreased
      12.5 percent from $3,530 per available room in 1994 to $3,087 in
      1995...fixed charges were highest in Mountain and Pacific regions.

o     Payroll and related expenses, as a ratio to sales, were higher for West
      South Central and Pacific region properties...highest labor expense per
      available room was in Pacific region (Hawaii).

o     Expressed as an amount per available room, limited-service profits
      improved over 12 percent from $3,091 per room in 1994 to $3,474 in 1995
      due to GOP enhancements and reduced fixed charges.

o     Properties in the Central regions reported the highest pre-tax income
      ranging from 22.8 percent to 29.4 of total revenue, while properties in
      New England reported the lowest pre-tax income at 13.0 percent of total
      revenue.

o     Chain-Affiliated properties, with pre-tax income of 23.8 percent, were
      more profitable than the reporting Independent properties at 10.4 percent.


24
<PAGE>

Limited-Service Hotels--Statements of Operating Income & Expenses - 1995

<TABLE>
<CAPTION>
- --------------------------------     -----------------------------------------------------------------------------------------------
                                                                             Geographic Region
- --------------------------------     -----------------------------------------------------------------------------------------------
Ratios to Sales                          New     Middle     South   East North  East South  West North  West South
                                       England  Atlantic  Atlantic    Central     Central     Central     Central  Mountain  Pacific
<S>                                    <C>       <C>       <C>        <C>         <C>          <C>        <C>        <C>      <C>   
Occupancy                               66.1%     70.8%     75.0%      73.4%       74.7%        72.4%      72.3%      73.3%    68.7%
Average Size of Property (Rooms)         105       112       125        114         114          123        127        124      133
Average Rate                           $52.95    $60.23    $52.66     $53.88      $51.96       $54.46     $53.65     $58.05   $62.93

REVENUE
  Rooms                                 95.1%     95.7%     95.7%      95.9%       96.1%        95.7%      95.3%      95.1%    94.2%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Other Food & Beverage                   .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                              2.3       2.3       2.2        2.2         1.8          2.0        1.1        1.6      2.5
  Minor Operated Departments              .6       1.1        .9        1.2          .8          1.1         .5        1.0      1.3
  Rentals & Other Income                 2.0        .9       1.3         .7         1.3          1.3        3.1        2.2      2.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Revenue                        100.0%    100.0%    100.0%     100.0%      100.0%       100.0%     100.0%     100.0%   100.0%

DEPARTMENTAL EXPENSES
  Rooms                                 25.0%     24.9%     25.5%      23.6%       25.7%        27.1%      28.5%      27.2%    28.3%
  Food & Beverage                         .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                             79.4      72.5      96.4       72.7        97.1         86.5       72.2       68.5     59.4
  Other Departmental Expenses             .9        .6        .5         .5          .7           .5         .6         .8      1.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Expenses           26.5%     26.1%     27.0%      24.7%       27.1%        28.1%      28.6%      27.8%    29.2%
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Profit             73.5%     73.9%     73.0%      75.3%       72.9%        71.9%      71.4%      72.2%    70.8%

UNDISTRIBUTED OPERATING EXPENSES
  Administrative & General              12.1%     10.9%     10.0%       9.7%        9.2%         9.4%       8.3%       8.6%     9.4%
  Marketing                              3.7       3.8       4.7        4.6         4.4          5.0        3.5        4.2      4.9
  Franchise Fee                          2.8       2.5       2.0        2.0         2.1          2.0         .9        2.0      1.7
  Energy                                 7.0       6.4       5.7        5.0         4.9          4.6        4.7        4.7      5.0
  Property Operation & Maintenance       5.8       5.2       5.7        5.6         4.8          5.4        3.8        4.6      5.2
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Undistributed Operating
   Expenses                             31.3%     28.8%     28.1%      26.8%       25.5%        26.4%      21.2%      24.0%    26.0%

  GROSS OPERATING PROFIT                42.2%     45.1%     44.9%      48.5%       47.4%        45.5%      50.2%      48.2%    44.8%

  Management Fees                        2.3%      2.4%      3.2%       2.7%        3.2%         2.5%       3.9%       3.0%     2.8%
- ------------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE FIXED CHARGES*            39.9%     42.7%     41.7%      45.8%       44.2%        43.0%      46.3%      45.2%    42.0%
  Property Taxes                         4.5%      5.2%      3.1%       4.3%        2.6%         4.4%       3.8%       3.4%     3.2%
  Insurance                               .9        .9       1.0         .9         1.0          1.0        1.1        1.0      1.4
  Reserve For Replacement                 .3       1.1       1.1         .1          .2           .3         .1         .5       .6
- ------------------------------------------------------------------------------------------------------------------------------------
AMOUNT AVAILABLE FOR DEBT SERVICE
& OTHER FIXED CHARGES                   34.2%     35.5%     36.5%      40.5%       40.4%        37.3%      41.3%      40.3%    36.8%

Total Fixed Charges* (Including
  Property Taxes & Insurance)           26.9%     25.5%     19.3%      19.5%       14.8%        20.2%      18.0%      23.5%    24.9%
- ------------------------------------------------------------------------------------------------------------------------------------
Pre-Tax Income (Loss)                   13.0%     17.2%     22.4%      26.3%       29.4%        22.8%      28.3%      21.7%    17.1%
====================================================================================================================================
PAYROLL & RELATED EXPENSES
  Rooms                                 17.7%     18.2%     16.9%      15.7%       16.1%        17.7%      19.8%      17.0%    18.7%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                               .0       1.3        .7         .2          .0           .0         .0         .6       .6
  Other Operated Departments              .2        .3        .1         .1          .1           .2         .1         .2       .2
  Administrative & General               4.3       4.3       4.5        4.2         4.0          4.1        4.0        4.4      5.0
  Marketing                              1.7       1.3       1.7        1.6         1.2          1.8        1.9        1.6      1.8
  Property Operations & Maintenance      2.6       2.1       2.5        2.4         2.3          2.3        2.6        2.4      2.6
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Payroll & Related Expenses      25.6%     25.5%     25.0%      23.4%       23.1%        25.3%      27.5%      24.8%    27.2%
</TABLE>

* Total Fixed Charges does not include deductions for Replacements; but does
  include Depreciation and Amortization, Interest, Rent and Equipment Leases.

Expense ratios to sales for departmental expenses are based on their respective
departmental revenues. All other expenses are based on total revenue. Totals may
not add due to rounding.


26
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------   --------------------------------------  ---------------------------
                 Location                                     Price Category                        Size
- ----------------------------------------------   --------------------------------------  ---------------------------
                                                                                         Under 75  75-125   Over 125
 Urban   Suburban   Airport   Highway   Resort   Upscale   Mid-Price   Economy   Budget    Rooms    Rooms     Rooms
<S>       <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>      <C>      <C>       <C>   
 73.2%     73.6%     74.4%     71.3%     70.8%     76.5%     72.4%      71.9%     69.1%    68.4%    73.1%     73.4%
  150       125       134       109       172       133       123        115       109       57      108       159
$70.88    $58.55    $53.02    $49.40    $61.51    $74.44    $54.25     $47.67    $39.99   $52.05   $51.89    $61.05

 94.2%     95.3%     95.3%     96.1%     92.9%     95.1%     95.0%      96.0%     96.3%    96.2%    95.8%     94.8%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.1       2.3       1.8       1.7       2.0       2.5       1.7        1.8       2.1      2.2      1.9       2.1
  1.4       1.2        .7        .6       1.3       1.6       1.0         .6        .5       .6       .8       1.2
  2.2       1.3       2.2       1.6       3.8        .8       2.3        1.6       1.1       .9      1.4       1.9
- --------------------------------------------------------------------------------------------------------------------
100.0%    100.0%    100.0%    100.0%    100.0%    100.0%    100.0%     100.0%    100.0%   100.0%   100.0%    100.0%

 27.3%     25.4%     28.5%     25.9%     28.8%     23.5%     26.9%      26.6%     26.9%    26.2%    25.5%      6.7%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
132.0      68.3      74.3      88.3      86.4      73.8      68.4       91.2      92.9     83.1     83.0      75.2
  1.0        .8        .5        .4       1.4       1.0        .8         .5        .3       .4       .5        .9
- --------------------------------------------------------------------------------------------------------------------
 29.5%     26.6%     29.0%     26.8%     29.9%     25.2%     27.5%      27.7%     28.2%    27.5%    26.5%     27.8%
- --------------------------------------------------------------------------------------------------------------------
 70.5%     73.4%     71.0%     73.2%     70.1%     74.8%     72.5%      72.3%     71.8%    72.5%    73.5%     72.2%

  9.4%      9.6%      9.4%      9.7%     10.6%      9.2%      9.1%       9.8%     10.9%    13.1%     9.3%      9.1%
  4.7       4.9       4.1       3.8       6.3       5.7       4.2        3.8       3.6      3.7      4.4       4.6
  1.5       2.2       1.7       1.6       1.4       2.1       2.2        1.2       1.9      3.5      1.7       1.7
  4.9       5.2       5.0       5.5       5.3       4.5       4.8        5.4       7.2      6.3      5.2       5.1
  5.2       5.0       4.3       5.6       5.1       4.6       4.2        5.5       7.4      5.2      5.5       4.7
- --------------------------------------------------------------------------------------------------------------------
 25.8%     26.8%     24.5%     26.2%     28.7%     26.1%     24.5%      25.8%     30.9%    31.8%    26.1%     25.2%

 44.7%     46.6%     46.5%     47.0%     41.4%     48.7%     48.0%       6.5%      0.9%    40.7%    47.4%     47.0%

  3.3%      3.2%      3.4%      2.7%      3.2%      2.8%      3.8%       2.6%      2.2%     3.4%     2.6%     $3.5%
- --------------------------------------------------------------------------------------------------------------------
 41.4%     43.4%     43.1%     44.3%     38.2%     45.9%     44.2%      43.9%     38.7%    37.3%    44.8%     43.5%

  3.9%      3.7%      4.1%      3.6%      2.1%      3.4%      3.4%       3.9%      4.2%     3.7%     3.6%      3.9%
  1.1       1.0       1.0       1.1       1.2       1.0       1.1        1.0       1.1      1.5      1.0       1.0
   .7        .5        .2        .6        .6        .2        .0         .5       1.2      1.5       .5        .4
- --------------------------------------------------------------------------------------------------------------------
 35.7%     38.2%     37.8%     39.0%     34.3%     41.3%     39.3%      38.5%     32.2%    30.6%    39.7%     38.2%

 17.6%     22.3%     18.2%     19.8%     20.6%     18.4%     21.7%      19.7%     22.0%    33.3%    18.2%     20.4%
- --------------------------------------------------------------------------------------------------------------------
 23.8%     21.1%     24.9%     24.5%     17.6%     27.5%     22.5%      24.2%     16.7%     4.0%    26.6%     23.1%
====================================================================================================================

 17.9%     15.7%     19.7%     18.7%     19.7%     11.9%     18.1%      19.7%     20.8%    18.3%    17.4%     17.2%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.8        .1        .3        .4       5.6        .3        .4        1.2        .0       .0       .3        .9
   .3        .1        .0        .2        .4        .1        .1         .4        .7       .1       .1        .2
  4.0       4.2       4.1       4.6       5.2       3.8       4.0        4.8       4.8      4.9      4.3       4.2
  1.9       1.5       1.9       1.6       3.0       1.5       1.2        2.2       1.7       .3      1.7       2.0
  2.5       2.3       2.4       2.5       2.6       2.1       2.2        2.5       2.8      2.0      2.4       2.5
- --------------------------------------------------------------------------------------------------------------------
 25.6%     23.1%     27.2%     26.9%     29.6%     18.8%     24.7%      28.8%     30.0%    24.9%    25.2%     25.2%
</TABLE>


                                                                              27
<PAGE>

                             California Central Area
                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                          11/07/96


<TABLE>
<CAPTION>
                  OCCUPANCY              ROOM RATE             ROOM SUPPLY           ROOM DEMAND             ROOM REVENUE
                  ---------------------  --------------------  --------------------  ---------------------   ---------------------
                  CURRENT  PRIOR  %      CURRENT  PRIOR  %     CURRENT  PRIOR  %      CURRENT  PRIOR  %      CURRENT   PRIOR   %
YEAR MONTH        YEAR     YEAR   CHNG   YEAR     YEAR   CHNG  YEAR     YEAR   CHNG   YEAR     YEAR   CHNG   YEAR      YEAR    CHNG
- ---- -----        -------  -----  -----  -------  -----  ----  -------  ------ ----   -------  -----  ----   --------  ------- -----
<C>  <S>          <C>      <C>    <C>    <C>      <C>    <C>   <C>      <C>     <C>   <C>      <C>     <C>    <C>      <C>      <C> 
1990 January      51.6     51.7    -.2   42.21    38.13  10.7  198059   191673  3.3   102254    99001   3.3   4316531  3774605  14.4
1990 February     59.6     52.7   13.1   43.78    38.94  12.4  178892   173124  3.3   106609    91164  16.9   4667659  3549563  31.5
1990 March        66.3     64.8    2.3   43.76    40.57   7.9  198059   191673  3.3   131255   124160   5.7   5743806  5037200  14.0
1990 April        71.5     66.3    7.8   44.20    42.06   5.1  194040   185490  4.6   138783   122897  12.9   6134109  5169395  18.7
1990 May          75.6     77.8   -2.8   47.20    46.22   2.1  200508   193502  3.6   151533   150555    .6   7151728  6959318   2.8
1990 June         73.3     79.4   -7.7   56.40    45.72  23.4  201300   187260  7.5   147465   148718  - .8   8316635  6798750  22.3
1990 July         73.4     82.6  -11.1   60.68    46.62  30.2  209312   193502  8.2   153701   159796  -3.8   9326626  7450281  25.2
1990 August       75.5     84.6  -10.8   61.65    47.13  30.8  209312   196602  6.5   158024   166303  -5.0   9742687  7838355  24.3
1990 September    71.4     84.1  -15.1   60.82    45.00  35.2  202560   190260  6.5   144564   160044  -9.7   8792383  7202549  22.1
1990 October      64.5     76.6  -15.8   53.30    42.48  25.5  209312   196602  6.5   134934   150547 -10.4   7192457  6395745  12.5
1990 November     55.6     65.3  -14.9   51.89    42.18  23.0  202560   190260  6.5   112712   124201  -9.3   5848082  5238582  11.6
1990 December     44.4     54.2  -18.1   52.86    38.99  35.6  209312   196602  6.5    92904   106486 -12.8   4910827  4152277  18.3
                 ------------------------------------------------------------------------------------------------------------------
     TOTAL 1990   65.3     70.1   -6.8   52.16    43.37  20.3  2413226  2286550 5.5  1574738  1603872  -1.8  82143530 69566620 18.1

     ROOM SAMPLE PERCENT - 20.2 %    Number of Sample Properties - 13   Number of Census Properties - 97

1991 January      44.7     51.6  -13.4   45.63    42.21   8.1  209312   198059  5.7    93551   102254  -8.5   4268360  4316531  -1.1
1991 February     45.9     59.6  -23.0   45.28    43.78   3.4  189056   178892  5.7    86851   106609  18.5   3932231  4667659 -15.8
1991 March        50.9     66.3  -23.2   47.31    43.76   8.1  209312   198059  5.7   106470   131255 -18.9   5037183  5743806 -12.3
1991 April        62.1     71.5  -13.1   53.94    44.20  22.0  202560   194040  4.4   125705   138783   9.4   6780160  6134109  10.5
1991 May          72.0     75.6   -4.8   58.75    47.20  24.5  209312   200508  4.4   150629   151533   -.6   8849822  7151728  23.7
1991 June         74.6     73.3    1.8   63.29    56.40  12.2  202560   201300   .6   151031   147465   2.4   9558608  8316635  14.9
1991 July         78.1     73.4    6.4   61.37    60.68   1.1  209312   209312   .0   163543   153701   6.4  10036340  9326626   7.6
1991 August       84.3     75.5   11.7   65.39    61.65   6.1  209312   209312   .0   176501   158024  11.7  11541393  9742687  18.5
1991 September    77.5     71.4    8.5   57.61    60.82  -5.3  202560   202560   .0   156958   144564   8.6   9043050  8792383   2.9
1991 October      69.0     64.5    7.0   52.95    53.30   -.7  209312   209312   .0   144456   134934   7.1   7649340  7192457   6.4
1991 November     52.9     55.6   -4.9   52.68    51.89   1.5  202560   202560   .0   107192   112712  -4.9   5646845  5848082  -3.4
1991 December     44.4     44.4     .0   52.11    52.86  -1.4  209312   209312   .0    93036    92904    .1   4848185  4910827  -1.3
                 ------------------------------------------------------------------------------------------------------------------
     TOTAL 1991   63.1     65.3   -3.4   56.04    52.16   7.4  2464480 2413226  2.1  1555923  1574738  -1.2  87191517  82143530  6.1

     ROOM SAMPLE PERCENT - 20.8%     Number of sample Properties - 14   Number of Census Properties - 97
</TABLE>
<PAGE>

                             California Central Area
                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96


<TABLE>
<CAPTION>
                  OCCUPANCY              ROOM RATE             ROOM SUPPLY           ROOM DEMAND             ROOM REVENUE
                  ---------------------  --------------------  --------------------  ---------------------   ---------------------
                  CURRENT  PRIOR  %      CURRENT  PRIOR  %     CURRENT  PRIOR  %     CURRENT  PRIOR  %      CURRENT   PRIOR   %
YEAR MONTH        YEAR     YEAR   CHNG   YEAR     YEAR   CHNG  YEAR     YEAR   CHNG  YEAR     YEAR   CHNG   YEAR      YEAR    CHNG
- ---- -----        -------  -----  -----  -------  -----  ----  -------  ------ ----  -------  -----  ----   --------  ------- -----
<C>  <S>          <C>      <C>    <C>    <C>      <C>    <C>   <C>      <C>     <C>  <C>      <C>     <C>   <C>      <C>      <C> 
1992 January      48.6     44.7    8.7   50.39    45.63  10.4  209312   209312   .0  101764    93551   8.8   5128329  4268360  20.1
1992 February     54.5     45.9   18.7   56.47    45.28  24.7  189056   189056   .0  102960    86851  18.5   5814078  3932231  47.9
1992 March        54.7     50.9    7.5   50.70    47.31   7.2  209312   209312   .0  114493   106470   7.5   5805341  5037183  15.2
1992 April        59.3     62.1   -4.5   60.02    53.94  11.3  202560   202560   .0  120169   125705  -4.4   7212134  6780160   6.4
1992 May          67.8     72.0   -5.8   66.35    58.75  12.9  209312   209312   .0  142003   150629  -5.7   9421593  8849822   6.5
1992 June         72.5     74.6   -2.8   61.02    63.29  -3.6  202560   202560   .0  146832   151031  -2.8   8960268  9558608  -6.3
1992 July         75.1     78.1   -3.8   69.86    61.37  13.8  209312   209312   .0  157177   163543  -3.9  10980819 10036340   9.4
1992 August       80.5     84.3   -4.5   67.23    65.39   2.8  209312   209312   .0  168546   176501  -4.5  11331215 11541393  -1.8
1992 September    73.1     77.5   -5.7   57.67    57.61    .1  202560   202560   .0  148070   156958  -5.7   8539804  9043050  -5.6
1992 October      60.6     69.0 - 12.2   56.03    52.95   5.8  209312   209312   .0  126759   144456 -12.3   7102842  7649340  -7.1
1992 November     46.2     52.9 - 12.7   51.84    52.68  -1.6  202560   202560   .0   93642   107192 -12.6   4854560  5646845 -14.0
1992 December     45.3     44.4    2.0   57.69    52.11  10.7  209312   209312   .0   94751    93036   1.8   5466235  4848185  12.7
                 ------------------------------------------------------------------------------------------------------------------
     TOTAL 1992   61.6     63.1   -2.4   59.73    56.04   6.6 2464480  2464480   .0 1517166  1555923  -2.5  90617218 87191517  3.9
                                                  
     ROOM SAMPLE PERCENT - 24.4 %     Number of Sample Properties - 18  Number of Census Properties - 97

1993 January      43.4     48.6  -10.7   53.40   50.39   6.0   211079   209312   .8   91677   101764  -9.9   4895699  5128329  -4.5
1993 February     48.0     54.5  -11.9   55.01   56.47  -2.6   190652   189056   .8   91495   102960 -11.1   5033026  5814078 -13.4
1993 March        53.0     54.7   -3.1   51.71   50.70   2.0   211079   209312   .8  111920   114493  -2.2   5787006  5805341   -.3
1993 April        63.1     59.3    6.4   57.03   60.02  -5.0   204270   202560   .8  128963   120169   7.3   7355232  7212134   2.0
1993 May          71.5     67.8    5.5   63.86   66.35  -3.8   211079   209312   .8  150954   142003   6.3   9639378  9421593   2.3
1993 June         69.8     72.5   -3.7   61.60   61.02   1.0   206220   202560  1.8  143979   146832  -1.9   8869531  8960268  -1.0
1993 July         80.6     75.1    7.3   66.87   69.86  -4.3   213094   209312  1.8  171810   157177   9.3  11488293 10980819   4.6
1993 August       79.8     80.5   -1.9   62.44   67.23  -7.1   213094   209312  1.8  170016   168546    .9  10616068 11331215  -6.3
1993 September    74.5     73.1    1.9   58.30   57.67   1.1   206220   202560  1.8  153643   148070   3.8   8956800  8539804   4.9
1993 October      60.0     60.6   -1.0   54.92   56.03  -2.0   213094   209312  1.8  127798   126759    .8   7018207  7102842  -1.2
1993 November     44.6     46.2   -3.5   53.89   51.84   4.0   206220   202560  1.8   92023    93642  -1.7   4959007  4854560   2.2
1993 December     45.0     45.3    -.7   61.76   57.69   7.1   213094   209312  1.8   95852    94751   1.2   5919860  5466235   8.3
                 ------------------------------------------------------------------------------------------------------------------
     TOTAL 1993   61.2     61.6    -.6   59.17   59.73   -.9  2499195  2464480  1.4 1530130  1517166    .9  90538107 90617218   -.1

     ROOM SAMPLE PERCENT - 30.4%      Number of Sample Properties - 23        Number of Census Properties - 99
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                             California Central Area
                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96


                  OCCUPANCY              ROOM RATE             ROOM SUPPLY           ROOM DEMAND             ROOM REVENUE
                  ---------------------  --------------------  --------------------  ---------------------   ---------------------
                  CURRENT  PRIOR  %      CURRENT  PRIOR  %     CURRENT  PRIOR  %     CURRENT  PRIOR  %      CURRENT   PRIOR   %
YEAR MONTH        YEAR     YEAR   CHNG   YEAR     YEAR   CHNG  YEAR     YEAR   CHNG  YEAR     YEAR   CHNG   YEAR      YEAR    CHNG
- ---- -----        -------  -----  -----  -------  -----  ----  -------  ------ ----  -------  -----  ----   --------  ------- -----
<C>  <S>          <C>      <C>    <C>    <C>      <C>    <C>   <C>      <C>     <C>  <C>      <C>     <C>   <C>      <C>      <C> 
1994 January      39.6     43.4   -8.8   59.69    53.40  11.8  213094   211079  1.0    84464   91677   -7.9  5041643  4895699   3.0
1994 February     50.1     48.0    4.4   60.57    55.01  10.1  192472   190652  1.0    96342   91495    5.3  5835870  5033026  16.0
1994 March        55.5     53.0    4.7   58.26    51.71  12.7  214520   211079  1.6   119034  111920    6.4  6935359  5787006  19.8
1994 April        59.0     63.1   -6.5   62.65    57.03   9.9  207600   204270  1.6   122557  128963   -5.0  7677881  7355232   4.4
1994 May          62.4     71.5  -12.7   60.62    63.86  -5.1  214520   211079  1.6   133875  150954  -11.3  8115449  9639378 -15.8
1994 June         66.2     69.8   -5.2   60.06    61.60  -2.5  207600   206220   .7   137360  143979   -4.6  8249734  8869531  -7.0
1994 July         75.0     80.6   -6.9   62.16    66.87  -7.0  214520   213094   .7   160877  171810   -6.4  9999551 11488293 -13.0
1994 August       79.5     79.8    -.4   63.20    62.44   1.2  214520   213094   .7   170616  170016     .4 10783199 10616068   1.6
1994 September    69.3     74.5   -7.0   60.98    58.30   4.6  209700   206220  1.7   145224  153643   -5.5  8856325  8956800  -1.1
1994 October      52.1     60.0  -13.2   56.83    54.92   3.5  216690   213094  1.7   112879  127798  -11.7  6415426  7018207  -8.6
1994 November     43.2     44.6   -3.1   59.25    53.89   9.9  209700   206220  1.7    90576   92023   -1.6  5366922  4959007   8.2
1994 December     44.2     45.0   -1.8   73.19    61.76  18.5  216690   213094  1.7    95706   95852    -.2  7005083  5919860  18.3
                 ------------------------------------------------------------------------------------------------------------------
     TOTAL 1994   58.0     61.2   -5.2   61.44    59.17   3.8 2531626  2499195  1.3  1469510 1530130   -4.0 90282442 90538107   -.3

     ROOM SAMPLE PERCENT - 34.5 %     Number of Sample Properties - 27  Number of Census Properties - 101

1995 January      38.4     39.6   -3.0    60.32   59.69   1.1  216690   213094  1.7    83146   84464   -1.6  5015693  5041643   -.5
1995 February     46.2     50.1   -7.8    60.60   60.57    .0  195720   192472  1.7    90468   96342   -6.1  5482117  5835870  -6.1
1995 March        48.5     55.5  -12.6    66.97   58.26  15.0  216690   214520  1.0   105073  119034  -11.7  7036700  6935359   1.5
1995 April        54.2     59.0   -8.1    63.83   62.65   1.9  209700   207600  1.0   113623  122557   -7.3  7252741  7677881  -5.5
1995 May          59.0     62.4   -5.4    61.81   60.62   2.0  218736   214520  2.0   129024  133875   -3.6  7975435  8115449  -1.7
1995 June         67.5     66.2    2.0    64.39   60.06   7.2  211680   207600  2.0   142835  137360    4.0  9196879  8249734  11.5
1995 July         76.2     75.0    1.6    66.89   62.16   7.6  218736   214520  2.0   166661  160877    3.6 11148184  9999551  11.5
1995 August       79.7     79.5     .3    68.66   63.20   8.6  218736   214520  2.0   174256  170616    2.1 11964064 10783199  11.0
1995 September    70.9     69.3    2.3    61.03   60.98    .1  211680   209700   .9   150072  145224    3.3  9158310  8856325   3.4
1995 October      57.0     52.1    9.4    58.75   56.83   3.4  218736   216690   .9   124777  112879   10.5  7330277  6415426  14.3
1995 November     40.2     43.2   -6.9    54.20   59.25  -8.5  211680   209700   .9    85192   90576   -5.9  4617826  5366922 -14.0
1995 December     36.8     44.2  -16.7    72.90   73.19   -.4  218736   216690   .9    80399   95706  -16.0  5861276  7005083 -16.3
                 ------------------------------------------------------------------------------------------------------------------
     TOTAL 1995   56.3     58.0   -2.9    63.67   61.44   3.6 2567520  2531626  1.4  1445526 1469510   -1.6 92039502 90282442   1.9

     ROOM SAMPLE PERCENT - 36.2%      Number of Sample Properties - 28  Number of Census Properties - 102
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                             California Central Area
                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96


                  OCCUPANCY              ROOM RATE             ROOM SUPPLY           ROOM DEMAND             ROOM REVENUE
                  ---------------------  --------------------  --------------------  ---------------------   -----------------------
                  CURRENT  PRIOR  %      CURRENT  PRIOR  %     CURRENT  PRIOR  %     CURRENT  PRIOR  %      CURRENT   PRIOR   %
YEAR MONTH        YEAR     YEAR   CHNG   YEAR     YEAR   CHNG  YEAR     YEAR   CHNG  YEAR     YEAR   CHNG   YEAR      YEAR    CHNG
- ---- -----        -------  -----  -----  -------  -----  ----  -------  ------ ----  -------  -----  ----   --------  ------- ------
<C>  <S>          <C>      <C>    <C>    <C>      <C>    <C>   <C>      <C>     <C>  <C>      <C>     <C>   <C>      <C>      <C> 
1996 January      36.7    38.4    -4.4   61.56    60.32   2.1  219759   216690  1.4   80555    83146  -3.1   4958830   5015693 -1.1
1996 February     46.1    46.2     -.2   68.72    60.60  13.4  198492   195720  1.4   91454    90468   1.1   6284451   5482117 14.6
1996 March        54.2    48.5    11.8   62.23    66.97  -7.1  219759   216690  1.4  119168   105073  13.4   7416016   7036700  5.4
1996 April        53.0    54.2    -2.2   61.86    63.83  -3.1  213960   209700  2.0  113326   113623   -.3   7010511   7252741 -3.3
1996 May          58.2    59.0    -1.4   63.32    61.81   2.4  221092   218736  1.1  128620   129024   -.3   8144132   7975435  2.1
1996 June         64.3    67.5    -4.7   66.50    64.39   3.3  213960   211680  1.1  137547   142835  -3.7   9147445   9196879  -.5
1996 July         68.1    76.2   -10.6   67.04    66.89    .2  221092   218736  1.1  150607   166661  -9.6  10096711  11148184 -9.4
1996 August       79.3    79.7     -.5   68.18    68.66   -.7  221092   218736  1.1  175389   174256    .7  11958456  11964064  -.0
1996 September    65.9    70.9    -7.1   63.80    61.03   4.5  213960   211680  1.1  141021   150072  -6.0   8997509   9158310  -1.8
                 ------------------------------------------------------------------------------------------------------------------
     TOTAL 1996   58.5    60.2    -2.8   65.06    64.26   1.2 1943166  1918368  1.3 1137687  1155158  -1.5  74014061  74230123   -.3

     ROOM SAMPLE PERCENT - 34.7 %    Number of Sample Properties - 29   Number of Census Properties - 104

     SOURCE: SMITH TRAVEL RESEARCH - The information contained in this report is based upon independent surveys and research from
                                     sources considered reliable but no representation is made as to its completeness or
                                     accuracy. This information is in no way to be construed as a recommendation by Smith Travel
                                     Research of any industry standard and is intended solely for the internal purposes of your
                                     company and should not be published in any manner unless authorized by Smith Travel
                                     Research.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                   LIST OF PROPERTIES INCLUDED IN
                                                       California Central Area                                    11/07/96 Page: 1

                                                                                                       RESPONSE REPORT 
                                                                                                        ------1995----- 
                                                                Zip   
STR CODE  Name of Establishment          City               ST  Code   Telephone        YEAR  ROOMS    SEP OCT NOV DEC 
- --------  --------------------           -----------        --  -----   --------------  ----  -----    --- --- --- --- 
<C>       <S>                            <C>                <C> <C>     <C>             <C>   <C>      <C> <C> <C> <C> 
   1928   BEST WESTERN RUBY INN          BRIDGEPORT         CA  93517  (619) 932-7241   5900   30
  11450   WALKER RIVER LODGE             BRIDGEPORT         CA  93517  (619) 932-7021          36
  30769   SILVER MAPLE MOTEL             BRIDGEPORT         CA  93517  (619) 932-7383          20
  11596   JUNE LAKE MOTEL                JUNE LAKE          CA  93529  (619) 648-7547          26
  25009   WHISPERING PINES RESORT        JUNE LAKE          CA  93529  (619) 648-7762          24
  25012   JUNE LAKE VILLAGER MOTEL       JUNE LAKE          CA  93529  (619) 648-7712          21
  25025   BOULDER LODGE                  JUNE LAKE          CA  93529  (619) 648-7533          60
   1985   BEST WESTERN LAKE VIEW LODGE   LEE VINING         CA  93541  (619) 647-6543   5800   46
  24883   MURPHEYS MOTEL                 LEE VINING         CA  93541  (619) 647-6316          43
   2016   ECONO LODGE MAMMOTH LAKES      MAMMOTH LAKES      CA  93546  (619) 934-6855   6800   32       X   X   X                  
   3525   1849 CONDOMINUMS               MAMMOTH LAKES      CA  93546  (619) 934-7525         100       
   6296   MOTEL 6 MAMMOTH LAKES          MAMMOTH LAKES      CA  93546  (619) 934-6660         152       X   X   X   X
   7181   TRAVELODGE MAMMOTH LAKES       MAMMOTH LAKES      CA  93546  (619) 934-8576          61       
  11673   TRAVELODGE MAMMOTH LAKE        MAMMOTH LAKES      CA  93546  (619) 934-8526         125       X   X   X   X
  11674   INTERNATIONAL INN              MAMMOTH LAKES      CA  93546  (619) 934-2542          25
  11675   JAGERHOF LODGE                 MAMMOTH LAKES      CA  93546  (619) 934-6162          24
  11677   ROYAL PINES RESORT             MAMMOTH LAKES      CA  93546  (619) 934-2306          26
  11678   SIERRA NEVADA INN              MAMMOTH LAKES      CA  93546  (619) 934-2515         156
  11679   SWISS CHALET MOTEL             MAMMOTH LAKES      CA  93546  (619) 934-2403          21
  12698   A LEE LODGE                    MAMMOTH LAKES      CA  93546  (619) 934-6709          23
  14607   THRIFTLODGE MAMMOTH LAKES      MAMMOTH LAKES      CA  93546  (619) 934-8576          47       X   X   X   X
  15518   CHAMONIIC CONDOMINIUMS         MAMMOTH LAKES      CA  93546  (619) 934-6792          63
  15530   MAMMOTH MOUNTAIN INN           MAMMOTH LAKES      CA  93546  (619) 934-2581         213       X   X   X   X
  15533   SHILO INN MAMMOTH LAKES        MAMMOTH LAKES      CA  93546  (619) 934-4500   8901   70
  19580   CLOSED MAMMOTH LAKE CONDOS     MAMMOTH LAKES      CA  93546  (619) 934-2884           0
  21519   QUALITY MAMMOTH LAKES          MAMMOTH LAKES      CA  93546  (619) 934-5114   8812   59       X   X   X   X
  24785   ALPENHOF LODGE                 MAMMOTH LAKES      CA  93546  (619) 934-6330          60
  29858   AUSTRIA HOF LODGE              MAMMOTH LAKES      CA  93546  (619) 934-2764          22
  29859   SUMMIT ACCOMMODATIONS          MAMMOTH LAKES      CA  93546  (619) 934-7062         126
  32163   SIERRA LODGE                   MAMMOTH LAKES      CA  93546  (619) 934-8881          35
  32165   WHITE STAG INN                 MAMMOTH LAKES      CA  93546  (619) 934-7507          21
  11416   THE PINES RESORT               BASS LAKE          CA  93604  (209) 642-3121          84       X   X   X   X
  31984   DUCEYS ON THE LAKE             BASS LAKE          CA  93604  (209) 642-3131          20
  23895   DAYS INN MERCED/YOSEMITE       CHOWCHILLA         CA  93610  (209) 665-4821          30
  12140   NARROW GAUGE INN               FISH CAMP          CA  93623  (909) 683-7720          26
  15797   TENAYA LODGE                   FISH CAMP          CA  93623  (209) 683-6555   9006  242       X   X   X   X
  30836   LAKESHORE RESORT               LAKESHORE          CA  93634  (209) 893-3193          28
  29323   BEST WESTERN JOHN JAY INN      LOS BANOS          CA  93635  (209) 827-0954   9301   57
</TABLE>
                                                               
<TABLE>
<CAPTION>

                                                   LIST OF PROPERTIES INCLUDED IN
                                                       California Central Area                                    11/07/96 Page: 3

                                                                                    Report #: Res-14              
                                                                         ----------------1996---------------      
                                                                 Zip                                              
STR CODE  Name of Establishment           City               ST  Code    JAN FEB MAR APR MAY JUN JUL AUG SEP      
- --------  --------------------            -----------        --  ----    --- --- --- --- --- --- --- --- ---
<C>       <S>                            <C>                <C> <C>     <C>  <C> <C> <C> <C> <C> <C> <C> <C>
   1928   BEST WESTERN RUBY INN          BRIDGEPORT         CA  93517
  11450   WALKER RIVER LODGE             BRIDGEPORT         CA  93517
  30769   SILVER MAPLE MOTEL             BRIDGEPORT         CA  93517
  11596   JUNE LAKE MOTEL                JUNE LAKE          CA  93529
  25009   WHISPERING PINES RESORT        JUNE LAKE          CA  93529
  25012   JUNE LAKE VILLAGER MOTEL       JUNE LAKE          CA  93529
  25025   BOULDER LODGE                  JUNE LAKE          CA  93529
   1985   BEST WESTERN LAKE VIEW LODGE   LEE VINING         CA  93541
  24883   MURPHEYS MOTEL                 LEE VINING         CA  93541
   2016   ECONO LODGE MAMMOTH LAKES      MAMMOTH LAKES      CA  93546     X   X   X   X       X   X   X   X
   3525   1849 CONDOMINUMS               MAMMOTH LAKES      CA  93546
   6296   MOTEL 6 MAMMOTH LAKES          MAMMOTH LAKES      CA  93546     X   X   X   X   X   X   X   X   X
   7181   TRAVELODGE MAMMOTH LAKES       MAMMOTH LAKES      CA  93546                 X   X   X   X   X   X
  11673   TRAVELODGE MAMMOTH LAKE        MAMMOTH LAKES      CA  93546         X   X   X   X   X   X   X   X
  11674   INTERNATIONAL INN              MAMMOTH LAKES      CA  93546
  11675   JAGERHOF LODGE                 MAMMOTH LAKES      CA  93546
  11677   ROYAL PINES RESORT             MAMMOTH LAKES      CA  93546
  11678   SIERRA NEVADA INN              MAMMOTH LAKES      CA  93546
  11679   SWISS CHALET MOTEL             MAMMOTH LAKES      CA  93546
  12698   A LEE LODGE                    MAMMOTH LAKES      CA  93546
  14607   THRIFTLODGE MAMMOTH LAKES      MAMMOTH LAKES      CA  93546         X   X   X   X   X   X   X   X
  15518   CHAMONIIC CONDOMINIUMS         MAMMOTH LAKES      CA  93546         
  15530   MAMMOTH MOUNTAIN INN           MAMMOTH LAKES      CA  93546     X   X   X   X   X   X   X   X   X
  15533   SHILO INN MAMMOTH LAKES        MAMMOTH LAKES      CA  93546
  19580   CLOSED MAMMOTH LAKE CONDOS     MAMMOTH LAKES      CA  93546
  21519   QUALITY MAMMOTH LAKES          MAMMOTH LAKES      CA  93546     X   X   X   X   X   X   X   X   X
  24785   ALPENHOF LODGE                 MAMMOTH LAKES      CA  93546
  29858   AUSTRIA HOF LODGE              MAMMOTH LAKES      CA  93546
  29859   SUMMIT ACCOMMODATIONS          MAMMOTH LAKES      CA  93546
  32163   SIERRA LODGE                   MAMMOTH LAKES      CA  93546
  32165   WHITE STAG INN                 MAMMOTH LAKES      CA  93546
  11416   THE PINES RESORT               BASS LAKE          CA  93604     X   X   X   X   X           X   X
  31984   DUCEYS ON THE LAKE             BASS LAKE          CA  93604
  23895   DAYS INN MERCED/YOSEMITE       CHOWCHILLA         CA  93610
  12140   NARROW GAUGE INN               FISH CAMP          CA  93623
  15797   TENAYA LODGE                   FISH CAMP          CA  93623     X   X   X   X   X   X   X   X   X
  30836   LAKESHORE RESORT               LAKESHORE          CA  93634
  29323   BEST WESTERN JOHN JAY INN      LOS BANOS          CA  93635
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                   LIST OF PROPERTIES INCLUDED IN
                                                       California Central Area                                    11/07/96 Page: 2

                                                                              `                         RESPONSE REPORT 
                                                                                                        ------1995----- 
                                                                 Zip   
STR CODE  Name of Establishment           City               ST  Code   Telephone        YEAR  ROOMS    SEP OCT NOV DEC 
- --------  --------------------            -----------        --  ----   --------------   ----  -----    --- --- --- --- 
<C>       <S>                            <C>                <C> <C>     <C>             <C>   <C>      <C> <C> <C> <C> 
   11665  BONANZA MOTEL                   LOS BANOS          CA  93635  (209) 826-3871           38
   23896  NATIONAL 9 ISLANDER             LOS BANDS          CA  93635  (209) 826-3045           49
   24788  USA BUDGET INN                  LOS BANOS          CA  93635  (209) 826-5016           61
    4777  GATEWAY INN                     MADERA             CA  93637  (909) 674-8817           50
    2015  BEST WESTERN MADERA VALLEY INN  MADERA             CA  93637  (209) 673-5164    7300   95
   22134  ECONOMY INNS OF AMERICA MADERA  MADERA             CA  93637  (209) 661-1131           80
    2047  BEST WESTERN YOSEMITE GATEWAY   OAKHURST           CA  93644  (209) 683-2378    8400  118
   13423  RAMADA LIMITED OAKHURST         OAKHURST           CA  93644  (209) 658-5500    9409   70      X   X   X   X    
   28416  HOLIDAY INN EXPRESS OAKHURST    OAKHURST           CA  93644  (209) 642-2525    9007   42      X   X   X   X  
   28419  SHILO INN OAKHURST YOSEMITE     OAKHURST           CA  93644  (909) 683-3555    8710   80
   30697  COMFORT INN OAKHURST            OAKHURST           CA  93644  (209) 683-8282          113      X   X   X   X  
   31697  OAKHURST LODGE                  OAKHURST           CA  93644  (209) 683-4417           60      X   X   X   X  
   31981  ANGELS INN MOTEL                ANGELS CAMP        CA  95221  (209) 736-4242           37
   19500  GOLD COUNTY INN                 ANGELS CAMP        CA  95222  (209) 736-4611    7600   40      X   X   X   X  
   15125  LODGE AT BEAR VALLEY            BEAR VALLEY        CA  95223  (209) 753-2325    6801   54
   25604  MELONES POKER FLAT              COPPEROPOLIS       CA  95228  (909) 785-2286           44
   25485  MURPHYS HOTEL                   MURPHYS            CA  95247  (209) 728-3444    5600   29      X   X   X   X  
   29756  SUPER 8 ATWATER                 ATWATER            CA  95301  (209) 357-0202    9004   79
   25425  COLUMBIA INN MOTEL              COLUMBIA           CA  95310  (209) 533-0446           24
   31995  HOTEL JEFFERY                   COULTERVILLE       CA  95311  (209) 878-3471           21
   12141  YOSEMITE VIEW LODGE             EL PORTAL          CA  95318  (209) 379-2681           79
   15135  CEDAR LODGE RESORT              EL PORTAL          CA  95318  (209) 379-2612          206
   15136  BUCK MEADOWS LODGE              GROVELAND          CA  95321  (209) 962-5281    7800   54      X   X   X   X  
   32845  YOSEMITE WESTGATE MOTEL         GROVELAND          CA  95321  (209) 962-5281    9604   43      X              
     204  RAMADA SANTA NELLA              SANTA NELLA        CA  95322  (209) 826-4444          164          X   X   X  
    2118  BEST WESTERN ANDERSENS INN      SANTA NELLA        CA  95322  (209) 826-5534    7600   94
   31204  SUPER 8 GUSTINE/SANTA NELLA     GUSTINE            CA  95322  (209) 827-8700    9505   66
   27000  HOLIDAY INN EXPRESS LA FONTAIN  SANTA NELLA        CA  95322  (209) 826-8282    8908  100      X   X   X   X  
    6294  MOTEL 6 SANTA NELLA             SANTA NELLA        CA  95322  (209) 826-6644          111      X   X   X   X  
   15139  COMFORT INN MARIPOSA            MARIPOSA           CA  95338  (209) 966-4344    8905   59      X   X   X   X  
   24771  MARIPOSA LODGE                  MARIPOSA           CA  95338  (209) 966-3607          44
   24783  MINERS INN MOTEL                MARIPOSA           CA  95338  (209) 742-7777    8505  64
   25539  BEST WESTERN YOSEMITE WAY STAT  MARIPOSA           CA  95338  (209) 966-7545    8500  78
   29899  HOLIDAY INN EXPRESS MARIPOSA    MARIPOSA           CA  95338  (209) 966-4288    9403  46       X   X   X   X  
   24773  E C YOSEMITE MOTEL              MARIPOSA           CA  95338  (209) 742-6800          28
    6297  SUPER 6                         MERCED             CA  95340  (209) 384-3702          80       X   X   X   X  
   11156  MOTEL 6 MERCED NORTH            MERCED             CA  95340  (209) 384-2181    8400  77       X   X   X   X  
   18459  SANDPIPER MOTEL                 MERCED             CA  95340  (209) 723-1034    5906  32
                                                                 

                                                                                    Report #: Res-14
                                                                         ----------------1996---------------
                                                                 Zip 
STR CODE  Name of Establishment           City               ST  Code    JAN FEB MAR APR MAY JUN JUL AUG SEP
- --------  --------------------            -----------        --  ----    --- --- --- --- --- --- --- --- ---
<C>       <S>                             <C>                <C> <C>     <C> <C> <C> <C> <C> <C> <C> <C> <C>
   11665  BONANZA MOTEL                   LOS BANOS          CA  93635  
   23896  NATIONAL 9 ISLANDER             LOS BANDS          CA  93635  
   24788  USA BUDGET INN                  LOS BANOS          CA  93635  
    4777  GATEWAY INN                     MADERA             CA  93637  
    2015  BEST WESTERN MADERA VALLEY INN  MADERA             CA  93637  
   22134  ECONOMY INNS OF AMERICA MADERA  MADERA             CA  93637  
    2047  BEST WESTERN YOSEMITE GATEWAY   OAKHURST           CA  93644  
   13423  RAMADA LIMITED OAKHURST         OAKHURST           CA  93644    X   X   X   X   X   X   X   X   X    
   28416  HOLIDAY INN EXPRESS OAKHURST    OAKHURST           CA  93644    X   X   X   X       X   X   X   X
   28419  SHILO INN OAKHURST YOSEMITE     OAKHURST           CA  93644  
   30697  COMFORT INN OAKHURST            OAKHURST           CA  93644        X   X   X   X   X   X   X   X
   31697  OAKHURST LODGE                  OAKHURST           CA  93644    X   X   X   X   X   X   X   X   X
   31981  ANGELS INN MOTEL                ANGELS CAMP        CA  95221  
   19500  GOLD COUNTY INN                 ANGELS CAMP        CA  95222    X   X   X   X   X   X   X   X   X
   15125  LODGE AT BEAR VALLEY            BEAR VALLEY        CA  95223  
   25604  MELONES POKER FLAT              COPPEROPOLIS       CA  95228  
   25485  MURPHYS HOTEL                   MURPHYS            CA  95247    X   X   X   X   X   X   X   X   X
   29756  SUPER 8 ATWATER                 ATWATER            CA  95301  
   25425  COLUMBIA INN MOTEL              COLUMBIA           CA  95310  
   31995  HOTEL JEFFERY                   COULTERVILLE       CA  95311  
   12141  YOSEMITE VIEW LODGE             EL PORTAL          CA  95318  
   15135  CEDAR LODGE RESORT              EL PORTAL          CA  95318  
   15136  BUCK MEADOWS LODGE              GROVELAND          CA  95321    X   X   X       X       X   X   X
   32845  YOSEMITE WESTGATE MOTEL         GROVELAND          CA  95321            X   X   X   X   X   X   X
     204  RAMADA SANTA NELLA              SANTA NELLA        CA  95322    X   X   X   X   X   X   X   X   X
    2118  BEST WESTERN ANDERSENS INN      SANTA NELLA        CA  95322  
   31204  SUPER 8 GUSTINE/SANTA NELLA     GUSTINE            CA  95322  
   27000  HOLIDAY INN EXPRESS LA FONTAIN  SANTA NELLA        CA  95322    X   X   X   X   X   X   X   X   X
    6294  MOTEL 6 SANTA NELLA             SANTA NELLA        CA  95322    X   X   X   X   X   X   X   X   X
   15139  COMFORT INN MARIPOSA            MARIPOSA           CA  95338    X       X   X   X   X   X   X   X
   24771  MARIPOSA LODGE                  MARIPOSA           CA  95338  
   24783  MINERS INN MOTEL                MARIPOSA           CA  95338  
   25539  BEST WESTERN YOSEMITE WAY STAT  MARIPOSA           CA  95338  
   29899  HOLIDAY INN EXPRESS MARIPOSA    MARIPOSA           CA  95338    X   X   X   X   X   X   X   X   X
   24773  E C YOSEMITE MOTEL              MARIPOSA           CA  95338  
    6297  SUPER 6                         MERCED             CA  95340    X   X
   11156  MOTEL 6 MERCED NORTH            MERCED             CA  95340    X   X   X   X   X   X   X   X   X
   18459  SANDPIPER MOTEL                 MERCED             CA  95340  
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                   LIST OF PROPERTIES INCLUDED IN
                                                       California Central Area                                    11/07/96 Page: 3


                                                                              `                             RESPONSE REPORT     
                                                                                                             ------1995----- 
                                                                      Zip  
STR CODE  Name of Establishment           City                    ST  Code   Telephone        YEAR  ROOMS    SEP OCT NOV DEC 
- --------  --------------------            -----------             --  ----   --------------   ----  -----    --- --- --- --- 
<C>       <S>                             <C>                     <C> <C>    <C>              <C>   <C>      <C> <C> <C> <C> 
   33082  TRAVELODGE MERCED/YOSEMITE      MERCED                  CA  95340  (209) 722-6225   9601     33                    
   24828  CALIFORNIA BEST MOTEL           MERCED                  CA  95340  (209) 722-3561   7300    40
   11690  HAPPY INN MOTEL                 MERCED                  CA  95340  (209) 722-6291           64
   28861  HOLIDAY INN EXPRESS MERCED      MERCED                  CA  95340  (209) 383-0333   9306    65      X   X   X   X  
    4780  SIERRA LODGE INN                MERCED                  CA  95340  (209) 722-3926           25
    2018  BEST WESTERN MERCED             MERCED                  CA  95340  (209) 723-2163   6000    42
   29523  DAYS INN GATEWAY TO YOSEMITE    MERCED                  CA  95340  (209) 722-2726   7500    24      X   X   X   X  
    7183  RAMADA MERCED                   MERCED                  CA  95340  (209) 723-3121          110      X   X   X   X  
    2019  BEST WESTERN PINE CONE INN      MERCED                  CA  95340  (209) 723-3711   6400    98      X   X   X   X  
    5910  MOTEL 6 MERCED CENTRAL          MERCED                  CA  95340  (209) 722-2737           76      X   X   X   X  
   12139  MUIR LODGE                      MIDPINES                CA  95345  (209) 966-2468          26
   32166  MI WUK MOTOR LODGE              MI WUK VILLAGE          CA  95346  (209) 586-3031          21
   24693  PINECREST LAKE RESORT           PINECREST               CA  95364  (209) 965-3411          27
   15149  ALADDIN MOTOR INN               SONORA                  CA  95370  (209) 533-4971   8810   61
   19695  SONORA INN                      SONORA                  CA  95370  (209) 532-7468          63
   32198  SONORA GOLD LODGE               SONORA                  CA  95370  (209) 532-3952          42
   11977  SONORA TOWNE HOUSE MOTEL        SONORA                  CA  95370  (209) 532-3633   6506   112     X   X       X   
   11974  GUNN HOUSE MOTEL                SONORA                  CA  95370  (209) 532-3421          25      X   X       X   
    2125  BEST WESTERN SONORA OAKS MOTOR  SONORA                  CA  95370  (209) 533-4400   8504  100 
   32212  WILDWOOD INN MOTOR LODGE        TWAIN HARTE             CA  95383  (209) 586-2900          21
   12143  ANWAMNEE HOTEL                  YOSEMITE VILLAGE        CA  95389  (209) 252-4848         123
   12144  WAWOMA HOTEL                    YOSEMITE NAT'L PARK     CA  95389  (209) 252-4848         104
   12145  YOSEMITE LODGE                  YOSEMITE NAT'L PARK     CA  95389  (209) 252-4848         495
   19716  REDWOODS RESORT                 YOSEMITE NATIONAL PARK  CA  95389  (209) 375-6666         126
   12142  CLOSED YOSEMITE WEST CONDOMINI  YOSEMITE NATIONAL PARK  CA  95389                           0
    1976  BEST WESTERN AMADOR INN         JACKSON                 CA  95642  (209) 223-0211   8400  118
   11591  JACKSON HOLIDAY LODGE           JACKSON                 CA  95642  (209) 223-0486          36
   29851  KIRKWOOO RESORT                 KIRKWOOO                CA  95646  (209) 258-7000         120
   24688  PIONEER RESORTS II LODGE        PIONEER                 CA  95666  (209) 295-3490   8606   25
   29389  SHENANDOAH INN                  PLYMOUTH                CA  95669  (209) 245-4491   9001   47
   15216  CLOSED GOLD QUARTZ INN          SUTTER CREEK            CA  95685  (209) 267-9155   8811    0
                                                                                              ----   
                                                                                              7132    

                                                                                          Report #: Res-14
                                                                                ----------------1996---------------
                                                                      Zip
STR CODE  Name of Establishment           City                    ST  Code      JAN FEB MAR APR MAY JUN JUL AUG SEP
- --------  --------------------            -----------             --  ----      --- --- --- --- --- --- --- --- ---
<C>       <S>                             <C>                     <C> <C>       <C> <C> <C> <C> <C> <C> <C> <C> <C>
   33082  TRAVELODGE MERCED/YOSEMITE      MERCED                  CA  95340                  X   X   X   X   X   X
   24828  CALIFORNIA BEST MOTEL           MERCED                  CA  95340  
   11690  HAPPY INN MOTEL                 MERCED                  CA  95340  
   28861  HOLIDAY INN EXPRESS MERCED      MERCED                  CA  95340      X   X   X       X   X
    4780  SIERRA LODGE INN                MERCED                  CA  95340  
    2018  BEST WESTERN MERCED             MERCED                  CA  95340  
   29523  DAYS INN GATEWAY TO YOSEMITE    MERCED                  CA  95340      X   X   X   X   X   X   X   X   X
    7183  RAMADA MERCED                   MERCED                  CA  95340      X   X   X   X   X   X   X   X   X
    2019  BEST WESTERN PINE CONE INN      MERCED                  CA  95340      X   X   X   X   X   X   
    5910  MOTEL 6 MERCED CENTRAL          MERCED                  CA  95340      X   X   X   X   X   X   X   X   X
   12139  MUIR LODGE                      MIDPINES                CA  95345  
   32166  MI WUK MOTOR LODGE              MI WUK VILLAGE          CA  95346  
   24693  PINECREST LAKE RESORT           PINECREST               CA  95364  
   15149  ALADDIN MOTOR INN               SONORA                  CA  95370  
   19695  SONORA INN                      SONORA                  CA  95370  
   32198  SONORA GOLD LODGE               SONORA                  CA  95370  
   11977  SONORA TOWNE HOUSE MOTEL        SONORA                  CA  95370     X   X       X   X   X   X   X   X
   11974  GUNN HOUSE MOTEL                SONORA                  CA  95370     X   X   X   X   X   X   X   X   X
    2125  BEST WESTERN SONORA OAKS MOTOR  SONORA                  CA  95370  
   32212  WILDWOOD INN MOTOR LODGE        TWAIN HARTE             CA  95383  
   12143  ANWAMNEE HOTEL                  YOSEMITE VILLAGE        CA  95389  
   12144  WAWOMA HOTEL                    YOSEMITE NAT'L PARK     CA  95389  
   12145  YOSEMITE LODGE                  YOSEMITE NAT'L PARK     CA  95389  
   19716  REDWOODS RESORT                 YOSEMITE NATIONAL PARK  CA  95389  
   12142  CLOSED YOSEMITE WEST CONDOMINI  YOSEMITE NATIONAL PARK  CA  95389  
    1976  BEST WESTERN AMADOR INN         JACKSON                 CA  95642  
   11591  JACKSON HOLIDAY LODGE           JACKSON                 CA  95642  
   29851  KIRKWOOO RESORT                 KIRKWOOO                CA  95646  
   24688  PIONEER RESORTS II LODGE        PIONEER                 CA  95666  
   29389  SHENANDOAH INN                  PLYMOUTH                CA  95669  
   15216  CLOSED GOLD QUARTZ INN          SUTTER CREEK            CA  95685  
                                                                             
</TABLE>

X - Denotes data received by Smith Travel Research.




================================================================================


                                APPRAISAL REPORT
                                 SHILO INN HOTEL


                                   Located At
                               2231 GIRARD STREET
                            DELANO, CALIFORNIA 93215


                                      As Of
                                DECEMBER 1, 1996


                                  Prepared for:
                                     KEYCORP
                           REAL ESTATE CAPITAL MARKETS
                          700 FIFTH AVENUE, 52nd FLOOR
                            SEATTLE, WASHINGTON 98104


                                  Prepared by:
                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106


================================================================================
<PAGE>

                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106
                            TELEPHONE: (818) 795-5087

December 9, 1996

Mr. David Thatcher
Senior Vice President
KeyCorp
Real Estate Capital Markets
700 Fifth Avenue, 52nd Floor
Seattle, Washington  98104

Re:     Appraisal Report of Shilo Inn
        2231 Girard Street
        Delano, CA  93215

Dear Mr. Thatcher:

In conjunction with the above captioned appraisal report ("Report"), we have
conducted the required investigation, gathered the necessary data, and made
certain analyses that were used in forming the opinion of the market value of
the above referenced Property.

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral to secure a proposed
loan. This Report is intended to comply with the requirements of the Uniform
Standards of Professional Appraisal Practice (USPAP), as promulgated by the
Appraisal Standards Board of the Appraisal Foundation.

The purpose of this Report is to express our opinion of the market value of the
Property subject to the definitions of value, the assumptions and limiting
conditions and the certification contained in the attached Report. The Report:

      o     May be relied upon by Merrill Lynch Mortgage Capital Inc. in
            determining whether to make a loan(s) evidenced by a note ("Property
            Note") secured by the Property;

      o     May be relied upon by any purchaser in determining whether to
            purchase the Property Notes for these transactions from Merrill
            Lynch Mortgage Capital Inc.;

      o     May be relied upon by any Rating Agency in rating securities issued
            by Merrill Lynch Mortgage Capital Inc. and representing an interest
            in the Property Notes;

                                                                          Page i
<PAGE>

Mr. David Thatcher
December 9, 1996
Page -2-

      o     May be included with and referred to in materials offering the
            Property Notes or an interest in the Property Notes for sale.

The subject property is a single building hotel complex which contains 48 units
and is located at 2231 Girard Street, in the City of Delano, Kern County,
California 93215. It is situated on an interior mid block site, a few blocks
south of the intersection of County Line Road and 300 yards from the northbound
State Highway 99 exit. The subject site is comprised of one legal lot. The site
has approximately 198 feet of frontage on both Highway 99 and Girard Street
where access is obtained to the site. There is an AM/PM Mini Market immediately
north of the subject on land that was formerly owned by the Shilo Inn. In fact,
Shilo retained 9 parking spaces on the site of the AM/PM for overflow parking
capability. The total site area is 37,620 square feet (0.86 acres). The
improvements are comprised of one, three-story, good quality, class D (i.e. wood
framed) building which encompasses 19,200 SF of improved building area. The
improvements contain 48 units and were completed in 1986. The property is owned
and operated by the Shilo Inn Hotel Group (Mark S. Hemstreet).

The subject property and comparables were last inspected November 13, 1996.
Based on the investigation and analysis outlined in the report and subject to
the assumptions and limiting conditions as set forth within the context of this
report, the estimated market value of the Fee Simple Estate, as a going concern
with existing furniture, fixture and equipment, As Is, as of December 1, 1996
was:

                                    $775,000
                                    ========
                   SEVEN HUNDRED SEVENTY FIVE THOUSAND DOLLARS

The report that follows sets forth the identification of the property, the
assumptions and limiting conditions, pertinent facts regarding the area and the
subject property, comparable data and the reasoning leading to the conclusions
set forth.

Sincerely,

/s/ M. Hammad

M. Hammad, MAI
Certified General Appraiser
CA No. AG002849


                                                                         Page ii
<PAGE>

2231 Girard Street, Delano, CA


                                TABLE OF CONTENTS

ASSUMPTIONS AND LIMITING CONDITIONS                                            V

SALIENT FACTS AND CONCLUSIONS                                                VII

SUBJECT PHOTOGRAPHS                                                            8

IDENTIFICATION OF THE PROPERTY                                                12

PURPOSE OF THE APPRAISAL                                                      12

FUNCTION OF THE APPRAISAL                                                     12

DATE OF VALUATION                                                             13

HISTORY AND OWNERSHIP                                                         13

SCOPE OF THE ASSIGNMENT                                                       13

MARKETING AND EXPOSURE PERIODS                                                13

AMERICAN DISABILITIES ACT COMPLIANCE                                          14

PROPERTY RIGHTS APPRAISED                                                     14

HAZARDOUS MATERIAL STATEMENT                                                  14

COMPETENCY PROVISION                                                          15

DEFINITIONS                                                                   15

REGIONAL OVERVIEW                                                             17

AREA DESCRIPTION                                                              23

HOTEL INDUSTRY OVERVIEW                                                       27

SITE DESCRIPTION                                                              34

PLAT MAP                                                                      39


- ----------                                                                   iii
James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


TABLE OF CONTENTS (CONTINUED)


IMPROVEMENT DESCRIPTION                                                       40

HIGHEST AND BEST USE ANALYSIS                                                 48

VALUATION                                                                     52

COST APPROACH                                                                 55

DIRECT COMPARISON APPROACH                                                    79

INCOME APPROACH                                                               93

RECONCILIATION AND FINAL VALUE CONCLUSIONS                                   112

CERTIFICATIONS                                                               114

APPRAISER'S QUALIFICATIONS

ADDENDA

Historical Operating Data
Smith Travel Research Hotel Operating Statistics
PKF Industry Standards
Smith Travel Research Report


- ----------                                                                    iv
James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


                        Assumptions & Limiting Conditions

The analysis of the property is predicated upon the following assumptions and
conditions:

The date of value to which the opinions expressed in this report apply is set
forth in the letter of transmittal. The Appraiser assumes no responsibility for
economic or physical factors occurring at some later date which may affect the
opinions herein stated.

No opinion is intended to be expressed for legal matters or that would require
specialized investigation or knowledge beyond that ordinarily employed by real
estate appraisers, although such matters may be discussed in the report.

No opinion as to title is rendered. Data on ownership and the legal description
were obtained from sources generally considered reliable. Title is assumed to be
marketable and free and clear of all liens and encumbrances, easements, and
restrictions except those specifically discussed in the report.

The property is appraised assuming it to be under responsible ownership and
competent management and available for its highest and best use.

No engineering survey has been made by the Appraiser. Except as specifically
stated, data relative to size and area were taken from sources considered
reliable, and no encroachment of real property improvements is assumed to exist.

Maps, plats, and exhibits included herein are for illustration only, as an aid
in visualizing matters discussed within the report. They should not be
considered as surveys or relied upon for any other purpose.

No opinion is expressed as to the value of subsurface oil, gas, or mineral
rights and the property is not subject to surface entry for the exploration or
removal of such material except as expressly stated.

Testimony or attendance in court or at any other hearing is not required by
reason of rendering this appraisal unless such arrangements are made and
compensation is agreed in advance.

No soil studies covering the subject property were available to the Appraiser,
therefore, assumptions as to soil qualities employed in this report are not
conclusive but have been considered consistent with information available to the
Appraiser.

Earthquakes are not common in the area. No responsibility is assumed due to
their possible effects on individual properties unless detailed geological
reports are made available.

The property has been personally inspected by the appraisers so designated in
the Certification and have found no obvious evidence of structural deficiencies
except as stated in the report; however, no responsibility for hidden defects or
conformity to specific governmental requirements such as fire, building and
safety, earthquake, or occupancy codes can be assumed without provision of
specific professional or governmental inspections.


- ----------                                                                     v
James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


Assumptions & Limiting Conditions (continued)

No consideration has been given in this appraisal to personal property located
on the premises unless specifically addressed within this report. Only real
property items have been considered unless specifically mentioned.

The rental areas herein discussed have been calculated in accord with standards
developed by the American Standards Association as included in Real Estate
Terminology.

This report is based, in part, upon information assembled from a wide range of
sources. An impractical and uneconomic expenditure of time would be required in
attempting to furnish unimpeachable verification in all instances, particularly
as to market related information, therefore, the incorporated data cannot be
guaranteed.

The dollar amount of any value opinion herein rendered is based upon the
purchasing power of the United States dollar existing at the date of value.

The Appraiser reserves the right to make such adjustments to the valuation
herein reported as may be required by consideration of additional or more
reliable data that may become available.

In the event this report is placed in the hands of a third party, such party
must be made cognizant of any and all limiting conditions resulting from the
basis of our employment and discussions related thereto as well as those set
forth herein.

When improvements are labeled proposed or when development type properties are
concerned, the property has been appraised subject to certain assumptions as to
the quality and nature of the completed buildings, tenant improvements, land
improvements or infrastructure. The basis for these assumptions were provided by
the client, his representative, or government officials. Any deviation from
these specifications will render the conclusions, which are based on those
assumptions, useless and void.

Hazardous substances, if present within a facility, can introduce an actual or
potential liability that will adversely affect the marketability and value of
the facility. Such liability may be in the form of immediate recognition of
existing hazardous conditions requiring correction and the future obligation
that can stem from the release of currently non-hazardous contaminants, such as
asbestos fibers or toxic vapors from urea formaldehyde foam insulation, through
aging or building renovations. In the development of our opinion of value, no
consideration has been given to such liability or its impact on value. The
Appraiser is not qualified to make an investigation to determine the possible
presence of toxic materials requiring either immediate or future correction.
There are experts in this special field who can conduct such investigations and
provide guidance regarding the impact of toxic materials that may be present in
the subject property.

Disclosure of the contents of this appraisal report is governed by the bylaws
and regulations of the Appraisal Institute. Neither all nor any part of the
contents of this report (especially any conclusions as to value, the identity of
the appraisers or the firm with which they are connected, or any reference to
the Appraisal Institute or the MAI, SRPA, RM, SRA, or SREA designations) shall
be disseminated to the public through advertising media, public relations media,
news media, sales media, or any other public means of communication without the
prior written consent and approval of the undersigned.


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                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS

LOCATION:                                   Shilo Inn
                                            2231 Girard Street
                                            Delano, California 93215

ASSESSOR'S PARCEL NO.:                      410-180-02-00-8

PROPERTY RIGHTS APPRAISED:                  Fee Simple Estate

OWNER OF RECORD:                            Mark S. Hemstreet

PROPERTY TYPE:                              48 units hotel

ZONING:                                     C-2 (Limited Commercial), City  of 
                                            Delano, California

SITE AREA:                                  0.86 acres;  (37,620 square feet)

IMPROVEMENTS:                               The subject improvements consists of
                                            one, three-story, good quality,
                                            Class D, wood framed constructed
                                            hotel buildings with 48 units
                                            encompassing 19,200 square feet
                                            gross. The improvements were
                                            completed and first operated in
                                            1986.

HIGHEST AND BEST USE:                       As Vacant:    Commercial development
                                            As Improved:  Existing Use

VALUE CONCLUSIONS:

    Land Value:                             $160,000
    F, F & E:                               $120,000 ($2,500/room)
    Cost Approach:                          $1,150,000
    Direct Sales Comparison:                $900,000
    Income Capitalization Approach:         $775,000

    Final Value Estimate                    $775,000

ESTIMATED MARKETING TIME:                   Twelve Months

LAST DATE OF INSPECTION:                    November 13, 1996

DATE OF VALUE:                              December 1, 1996


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                               SUBJECT PHOTOGRAPHS
================================================================================


                                [GRAPHIC OMITTED]


================================================================================
 The Shilo Inn, an 48 room limited-service hotel is located on the east side of
                                   Highway 99


================================================================================


                                [GRAPHIC OMITTED]


================================================================================
          The improvements were constructed and first occupied in 1986


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2231 Girard Street, Delano, CA


================================================================================


                                [GRAPHIC OMITTED]


================================================================================
                           This view looking north on
               Girard Street shows the subject property at left.


================================================================================


                                [GRAPHIC OMITTED]


================================================================================
                          This view is looking south on
                 Girard Street, the subject is shown at right.


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================================================================================


                                [GRAPHIC OMITTED]


================================================================================
 The parking area has been encroached-upon by the expanding Highway 99 off-ramp


================================================================================


                                [GRAPHIC OMITTED]


================================================================================
             Looking south, new freeway off-ramp being constructed.


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================================================================================


                                [GRAPHIC OMITTED]


================================================================================
                       Looking north, new off-ramp will be
             10' from outdoor pool/spa enclosure (wood fence area)


================================================================================


                                [GRAPHIC OMITTED]


================================================================================
                            Pool/spa being repaired.


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================================================================================


                                [GRAPHIC OMITTED]


================================================================================
                      Double-queen guests suites featuring
           cable TV, "country elegance" furnishings, hair dryer, etc.

================================================================================


                                [GRAPHIC OMITTED]


================================================================================
              Double-queen room looking towards vanity and bathroom


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                         IDENTIFICATION OF THE PROPERTY

The subject property is a Shilo Inn hotel located at 2231 Girard Street in
Delano, Kern County, California, 93215. The subject is situated on a nearly
rectangular shaped site located mid block on the east side of Highway 99,
approximately 1/4 mile south of County Line Road.

Legal Description

Parcel 2 of Parcel Map No. 7249, in the City of Delano, County of Kern, State of
California, as per map file February 25, 1986 in Book 32, Pages 198 and 199, of
Parcel Maps, in the Office of the County Recorder of Said County.


                            PURPOSE OF THE APPRAISAL

The purpose of the appraisal is to express our opinion of the market value,
"As-is" of the Fee Simple Estate, of the going concern, in the subject property,
as of the stated appraisal date.


                            FUNCTION OF THE APPRAISAL

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral for a proposed loan for
its underwriting purposes. This appraisal is intended to comply with the
requirements of the Uniform Standards of Professional Appraisal Practice
(USPAP), as promulgated by the Appraisal Standards Board of the Appraisal.

      o     May be relied upon by KeyCorp and Merrill Lynch Mortgage Capital
            Inc. in determining whether to make a loan(s) evidenced by a note
            ("Property Note") secured by the Property;
      o     May be relied upon by any purchaser in determining whether to
            purchase the Property Notes for these transactions from Merrill
            Lynch Mortgage Capital Inc.;
      o     May be relied upon by any Rating Agency in rating securities issued
            by Merrill Lynch Mortgage Capital Inc. and representing an interest
            in the Property Notes;
      o     May be included with and referred to in materials offering the
            Property Notes or an interest in the Property Notes for sale.


                                DATE OF VALUATION

The date of valuation is December 1, 1996. The subject and the comparables were
last inspected on November 13, 1996.


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                              HISTORY AND OWNERSHIP

The apparent owner of the subject property is Mark Hemstreet who acquired the
already-built hotel named the Beverly Ann Hotel on August 1, 1987. Based on our
investigations of the public records, no transfers of the subject have occurred
within the past three years. The property is not listed for sale or lease..

                             SCOPE OF THE ASSIGNMENT

This appraisal has been made in accordance with the accepted techniques,
standards, methods and procedures as stated in the Uniform Standards of
Professional Appraisal Practice of the Appraisal Institute. The value set forth
herein was estimated after application and analysis by the Direct Sales
Comparison Approach to value and an Income Approach analysis using
capitalization and discounting methods.

The appraiser researched the market for sales of vacant land similar to the
subject's land. This was added to the estimated depreciated cost to build the
improvements to arrive at a reasonable Cost Approach to value. The subject
market area was surveyed to obtain an indication of overall market rents,
typical expenses and occupancy levels, in order to analyze the subject income
stream for the Income Approach to value. Additionally, sales of improved
properties similar to the subject property were analyzed to determine both the
demand for and to estimate market value of the subject property. The three
approaches were correlated to arrive at a final value. This is a complete
appraisal/self contained report. All the data gathered was verified and adjusted
according to superiority or inferiority relative to the subject property in
order to obtain a value indication for the subject property.

                         MARKETING AND EXPOSURE PERIODS

According to Korpacz Real Estate Investor Survey, Second Quarter 1996, the
average marketing time for national investment property is 9.89 months as
compared to 11.01 months a year prior. According to CB Commercial Investor
Survey, First Quarter 1996, the marketing time for hotels ranges between 6-18
months and averages 8.4 months. Sales used in our market approach analysis
indicate a range between 1 and 12 months marketing time. Hotel and motel brokers
indicate that properties similar to the subject are expected to have marketing
periods of approximately 9 to 12 months. This appraisal is based on a 12 month
marketing period. Exposure period is a retrospective indication of market time
and for the subject property is estimated to be the same as the marketing
period.


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                      AMERICAN DISABILITIES ACT COMPLIANCE

The subject property is appraised without a specific compliance survey having
been constructed to determine if the property is or is not in conformance with
the requirements of the Americans with Disabilities Act (ADA). The presence of
architectural and communications barriers that are structural in nature that
would restrict access by disabled individuals may adversely affect the
property's value, marketability or utility.

                            PROPERTY RIGHTS APPRAISED

The rights in realty are typically identified with respect to properties such as
the subject are the Fee Simple, Leased Fee, and Leasehold Estate. These are
defined as follows:(1)

Fee Simple Estate: An absolute fee; a fee without limitations to any particular
class of heirs or restrictions, but subject to the limitations of eminent
domain, escheat, police power and taxation. An inheritable estate.

Leased Fee Estate: A property held in fee with the right of use and occupancy
conveyed by lease to others. A property consisting of the right to receive
rentals over a period of time, plus the right of ultimate repossession at the
termination of the lease.

Leasehold Estate: A property held under tenure of lease. The right of use and
occupancy of real property by virtue of a lease agreement. The right of a lessee
to use and enjoy real estate for a stated term and upon certain conditions, such
as the payment of rent.

The property rights appraised within the context of this report are described as
the Fee Simple Estate.

                          HAZARDOUS MATERIAL STATEMENT

In this appraisal assignment, unless otherwise stated, the existence of
potentially hazardous material used in the construction or maintenance of the
building, such as the presence of toxic waste, which may or may not be present
on the property, was not observed by the appraiser; nor do we have any knowledge
of the existence of such materials on or in the property. The appraiser is not
qualified to detect such substances. The presence of potentially hazardous
insulation may have an effect on the value of the property. The value estimate
is predicated on the assumption that there is no such material on or in the
property that would cause a loss in value. No responsibility is assumed for any
such conditions, or for engineering or scientific knowledge required to discover
such materials. The client is urged to retain an expert in this field, if so
desired.

- ---------- 
(1) Real Estate Terminology; American Institute of Real Estate Appraisers; Burl
N. Boyce, Ph.D.; Ballinger Company; 1975.
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2231 Girard Street, Delano, CA


                              COMPETENCY PROVISION

We attest that the writer of this report has attained a level of competency
necessary to complete the assignment in a diligent manner, utilizing all the
commonly recognized analysis techniques considered normal for a prudent
evaluation effort. The reader is referred to the appraisers' qualifications in
the addenda for further confirmation of the appraisers' training and background.

Definitions

"(2) 'Market value'(2) means:

(i) The most probable price which a property should bring in a competitive and
open market under all conditions requisite to a fair sale, the buyer and seller,
each acting prudently, knowledgeably and assuming the price is not affected by
undue stimulus. Implicit in this definition is the consummation of a sale as of
a specified date and the passing of title from seller to buyer under conditions
whereby:

      A.    buyer and seller are typically motivated;
      B.    both parties are well informed or well advised, and each acting in
            what he considers his own best interest;
      C.    a reasonable time is allowed for exposure in the open market;
      D.    payment is made in terms of cash in US dollars or in terms of
            financial arrangements comparable thereto; and
      E.    the price represents a normal consideration for the property sold
            unaffected by special or creative financing or sales concessions
            granted by anyone associated with the sale.

(ii) Adjustments to the comparables must be made for special or creative
financing or sales concessions. No adjustments are necessary for those costs
that are normally paid by sellers as a result of tradition or law in a market
area; these cost are readily identifiable since the seller pays these costs in
virtually all sales transactions. Special or creative financing adjustments can
be made to the comparable property by comparisons to financing terms offered by
a third party institution lender that is not already involved in the property or
transaction. Any adjustment should not be calculated on a mechanical dollar for
dollar cost of the financing or concession, but the dollar amount of any
adjustment should approximate the market's reaction to the financing or
concessions based on the appraiser's judgment."

Going Concern Value

According to the Dictionary of Real Estate Appraisal, Third Edition, going
concern value is defined as: the value created by a proven operation; considered
as a separate entity to be valued with a specific business establishment.


- ----------
(2) This definition of market value is predicated on the Uniform Standards of
Professional Appraisal Practice (USPAP) and fully complies with those
requirements mandated by the Office of Thrift Supervision (OTS), Office of the
Comptroller of Currency (OCC), Federal Deposit Insurance Corporation (FDIC),
National Credit Union Administration (NCUA), Federal Home Loan Bank Board
(FHLBB), and the Resolution Trust Corporation (RTC).
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                                  Regional Map


                                [GRAPHIC OMITTED]


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                                REGIONAL OVERVIEW

The subject property is located in the city of Delano, one of the incorporated
cities of Kern County in the southern region of central California's San Joaquin
Valley. Kern County covers an area of approximately 8,073 square miles and ranks
third in physical size among the state's 58 counties. It is the leading oil and
mineral producing county in both the state and the nation, and also one of the
top three agricultural producing areas in the nation.

The city of Delano, incorporated in 1915, is located 130 miles north of Los
Angeles and 256 miles south of San Francisco. It is situated approximately 30
miles north of Bakersfield which serves as the county seat. Delano has been
built on an agricultural basis however, a $186 million California State
Correctional Facility in Delano employs 1,260.

Delano is situated in Southern San Joaquin Valley in Northern Kern County. It is
the 3rd largest city in Kern County. It is located 140 miles North of Los
Angeles and 300 miles South of San Francisco and 30 miles North of Bakersfield
and 30 miles South of Tulare. Delano borders on the Tulare County Line and
serves as the trade center for eight smaller communities of both Tulare and Kern
County. The economic base is agricultural with highly seasonal jobs. Employees
are employed six to seven months of the year, and layoff seasonally returning to
the same employer yearly. About 80% of the jobs in Delano are in agriculture.
The unemployment rate is between 30% to 32%, mostly due to the seasonal layoffs.
Most other employment is in retail and services with industry quickly
increasing. The City is aggressively working to diversify to a year round
employment non-agricultural economic base. The City received Enterprise Zone
designation in 1991. This was what attracted the largest automated distribution
warehouse Kern County Delano (Sears) Logistics Center (DLS) - 1992 DLS brought a
total of 450 jobs to Northern Kern County. There are two return-to-custody
centers operated for the Department of Corrections and in 1993 the North Kern
State Prison Reception Center opened. Presently the prison has 800 employees of
which 10% are Delano residents. The prison is not yet fully staffed. Per capita
income is $7,491 and the median household income is $21,054.

Work Force

The labor force is largely unskilled and semiskilled. Majority of the work force
does not have a high school diploma. There are six elementary schools, one
private elementary school, one jr. high school, and one high school. The State
university is located in Bakersfield and the community college has a locate
campus - Delano Center of Bakersfield College. Proteus the local JTPA
subcontractor is located in Delano. California Technical College located in
Delano is a private training school that receives JTPA funding from Kern and
Tulare County as well as Vocational Rehabilitation. All of the educational
institutions in Delano serve the communities in Southern Tulare County. The High
School District drop out rate is 20.6% and the continuation school is 50.5%.


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REGIONAL OVERVIEW (continued)

Human Needs

Delano has a 9 hole golf course, numerous parks, a Delano Arts Foundation,
annual events of Filipino Week, Cinco de Mayo and Harvest Holidays. It is
located 3 miles Southeast of Lake Wollomes for sailing, fishing, swimming and
picnicking. Delano is in close proximity to the Sierra Nevada Mountain range,
and the Mojave Desert. There are numerous physicians, specialists, and dentists.
The Delano Regional Medical Center is the largest and most comprehensive medical
facility within twenty miles. The hospital services eight smaller communities in
Northern Kern County and Southern Tulare County. There is a fully staffed city
police department.

Transportation

There are five State highways within 15 miles and Highway 99 and Highway 155 run
directly through Delano. Delano is served by the main line of the Southern
Pacific Railroad which is located in the Enterprise Zone Industrial Area. The
Delano Airport is also located in the Enterprise Zone Industrial Area and has
the capacity of 800 aircraft. Presently there are five base operators at the
airport: an agriculture application firm, aircraft maintenance shop, aircraft
charter and rental service operator and a helicopter mechanic shop.

Local Government

Council - Manager REVENUE: Sales and Property PLANNING: City Planner, Member of
the Kern Economic Development Corp. CITIZEN'S GROUPS: Rotary, Kiwanis, Lions,
Elks, Masonic, Filipino Organizations, Cinco de Mayo, Community Alliance,
Filipino American Fiesta, Harvest Holidays Inc., Mexican-American Political
Association, Soroptimist International, Exchange Club.

Demographic Trends

The population of the city of Delano has grown from approximately 18,400
residents in 1983 to 20,059 residents in 1988 and 22,762 by the 1990 Census and
1993 Department of Finance reported the population at 29,950. A major part of
the recent growth is attributed to the opening of the prison and the related
jobs created.

The median age is 27.4 years. Of the Spanish Speaking population 38% speak
English not well/not at all and of the Asian/Pacific population 29% speak
English not well/not at all. The following data relating to effective buying
income, retail sales, and eating and drinking establishments is presented
relative to Kern County and the state of California. There were no statistics
available for the city of Delano.

Estimates of median effective buying income per household show a compound annual
increase of 1.8 percent for Kern County between 1990 and 1995, compared to 2.9
percent for the state of California. Retail sales in Kern County increased at
4.5 percent, compounded annually between the same period while the growth rate
for the state of California was 6.9 percent.


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REGIONAL OVERVIEW (continued)

Employment

The principal sectors of employment in the county include government,
agriculture, and mineral production. Government is Kern County's largest
employer. It is expected to remain the county's strongest employment sector with
the anticipated staffing at the new state prisons in Wasco and Delano. Though
agricultural employment has fallen in recent years, it remains the second
largest employment sector in the county. Cotton is the leading crop in the
county followed by grapes, cattle, almonds, and citrus. Kern County has
historically relied on mineral production mainly for oil and gas extraction.
Though the oil industry is very volatile, Kern County leads the state and nation
in oil and mineral production.

Commercial And Industrial Development

Commercial and industrial space in Delano is minimal and represents a relatively
small portion of the local economy. The City of Delano has developed a 501-acre
Delano Industrial Park. Interested tenants locating to this area include the
California Milk Producers, Gandena Cheese Manufactures, and Shepand Cheese
Manufactures. Other development projects in the area include the following.

The Delano Energy Company constructed a 49-acre cogeneration facility which
opened in January 1991. K-Mart constructed an 80,000 square foot facility in
1991 which is one block northeast of the subject.

California State Prison, Delano

In October 1988, the California Department of Corrections issued a fiscal impact
sensitivity analysis of the (then proposed) state prison in Delano. Based on
previous studies of existing state prisons and an economic analysis of Delano,
predictions were made on direct, indirect, and induced economic benefits from
the prison. These economic benefits forecasted growth in population, employment,
housing, and revenues for both the local and county governments. The analysis
pertained to a "study-state" situation, that which would exist once construction
was complete and employment and housing were in place. According to the report,
the time required to reach this status is estimated at seven to ten years. The
state prison was completed by 1992 and many of the projected benefits have been
realized.

Tourism And Travel

Though there are many tourist attractions available in Kern County, Delano is
located in an intense agricultural region. Because of this, it is not considered
a resort area or tourist attraction. In addition, Highway 99 is primarily a
motor freight line highway serving the San Joaquin Valley from Bakersfield to
the south and Sacramento to the north.


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REGIONAL OVERVIEW (continued)

The City of Delano was founded in 1873 and was incorporated on April 13, 1915.
Delano uses a Council Manager form of Government. Delano is situated in one of
the most agriculturally productive regions in the world. Its table grapes, kiwi
fruit, other fruit crops and agricultural products are famous throughout the
United States as well as abroad. In recent years, light and heavy industries
have increasingly located within the Kern County area, including Delano, helping
to diversify the economy of the region and the City.

According to the State Department of Finance, Delano's January 1,1992 population
estimate was 24,772, up 9% from the population of 22,762 reported in the 1990
U.S. Census, and up 50% from the population of 16,491 reported in the 1980
U.S.Census. In 1991, the existing city limits of Delano were designated by the
California Department of Commerce as an Enterprise Zone.

The City of Delano is situated in the southern San Joaquin Valley, approximately
140 miles north of Los Angeles and 300 miles south of San Francisco. Delano is
located in Kern County, approximately 30 miles north of Bakersfield, the county
seat. Delano serves as the main trade center for eight smaller communities, in
both Tulare and Kern Counties, within a 15-mile radius of the City.

Summary

The subject motel is located in a community with a stable economic base, one
which shows potential for future growth. The subject motel was built in Delano
and positioned primarily to capture the highway transient demand as well as
agriculture-based commercial demand. Delano's attractions have been further
enhanced with the state prison and the Enterprise Zone designation of the city.
The location of the motel with respect to the highway should allow the property
to continue to benefit from relatively healthy present and future economic
conditions.


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                                Neighborhood Map


                                [GRAPHIC OMITTED]


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Neighborhood Description/Introduction

The Appraisal Institute defines a neighborhood as "a group of complementary land
uses". A Neighborhood may be more specifically defined as "a portion of a larger
community, or an entire community, in which there is a homogeneous grouping of
inhabitants, buildings or business enterprises ... neighborhood boundaries may
consist of well defined natural or manmade barriers or they may be more or less
well defined by a distinct change in land use..."(3)

The subject neighborhood is located in the northern quadrant of the city of
Delano abutting the east side of highway 99 and just south of County Line Road
which is the northern boundary of the city. The boundaries of this neighborhood
may be defined as follows:

        South:               1/4 mile south
        West:                State Highway 99
        East:                Commercial businesses on Girard Street
        North:               County Line Road

The subject property is located in a developing area primarily as a result of
its access from Highway 99 and County Line Road. Many businesses have clustered
in this area to serve the needs of highway travelers as well as the local
community. The large 80,000 square foot K-mart is the predominant business in
the area which has been the impetus for many other businesses and development to
congregate at this location. A large low-income housing project is under
construction and a medical center is planned. Both of these sites are south of
the K-Mart and directly east of the Shilo. The only other directly comparable
motel in the area is the Comfort Inn which located 2 legal lots south of the
Shilo Inn.

The area is poised for future growth and development for several important
reasons. The population continues to increase as the enterprise zone designation
attracts businesses such as Sears Distribution Center. Wages and unionization
are low, the community is pro-business. The state has successfully located
prison facilities which will have not been put to full capacity. The 99 Highway
corridor is continuing to see more volumes of traffic and much of the 99 has
expanded to 3 lanes. It is reasonably certain that the current volume of
business will continue providing a stable base of customers' needing guest rooms
for many years to come.


- ----------
3 The Appraisal of Real Estate; 10th Edition, The Appraisal Institute; 1988
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                             Hotel Industry Overview

Shilo Inns Company is in the competitive limited-service hotel market. According
to Trends in the Hotel Industry, 1996, this segment of the lodging industry saw
a proliferation of new properties in the mid-1980s. It was seen as a favorable
segment with guest rooms that are frequently superior to full-service hotel
rooms at one-half to two-thirds the rate. For hotel managers the properties are
simple to operate and for ownership and lenders, they provide higher profit
margins and lower risk. The limited service hotel segment appears to have
matured and is lagging the industry as a whole but have still achieved in 1995
an aggregate occupancy of 70 percent and average room rates increased 5.9
percent and 41.8 percent average operating profit. Its market demand is reported
at 51.4 percent tourist and 45.8 percent business with the balance allocated to
conventions and conferences.

Shilo Inns typically provides an example of a good limited service hotel
property. Their hotels typically have clean and modern properties with good
access, exposure and on-site parking. The interiors typically contain a
comfortable lobby with check-in counter, one or more meeting rooms, fitness
center, swimming pool, spa, as well as satellite TV, airport shuttle service and
free daily newspapers. Major competitors to the Shilo Inn chain in its market
place include Holiday Inn Express, Comfort Suites, Phoenix Inns, Radisson,
Ramada and some Best Western franchises. The Residence Inns and Marriott
Courtyards cater to a higher priced market sector and are above the subject
segment.

The national limited-service hotel market is experiencing steady growth after
several years of sluggish economic conditions. Overall, market conditions are
continuing to improve, occupancies are higher, concessions are decreasing, and
revenues are beginning to rise. Gross Domestic Product, often an indicator of
travel patterns, is projected to grow at 2.5 percent to 3.0 percent in 1996.
Hotel occupancy for the nation is expected to rise to 71.2 percent, while the
average daily rate is anticipated to grow to $88.10. In general, modest but
stable growth and little inflation are likely to characterize the regional
economy in 1996 and 1997. The following table shows a summary of the US Lodging
Industry's 1995 Regional Performance:

   =========================================================================
                      Occupancy                          Average Daily Rate
   -------------------------------------------------------------------------
                     1995      1994   Variance   1995     1994    Variance
                     ----      ----   --------   ----     ----    --------
     New England     74.3%t   72.0%     3.2%    $131.90  $125.23     5.3%
    Mid Atlantic
    North Central    69.6%    68.6%t    1.3%      82.59    79.41     4.0%
   South Atlantic    70.1%    68.2%t    2.8%      80.51    77.88     3.4%
    South Central    68.7%    67.7%t    1.5%      68.39    65.61     4.2%
   Mountain/Pacific  71.4%    70.1%     1.7%      87.69    83.70     4.8%
     Nationwide      70.6%    69.2%     2.0%    $ 85.92  $ 82.21     4.5%
   =========================================================================
Note: Average property size = 210 rooms               Source: PKF Consulting


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Hotel Industry Overview (continued)

Investors are seeking limited-service hotels with upside potential in many
regions of the country, including the Mountain and Pacific Regions, which
encompasses the states west of the Continental Divide. 1996 and 1997 are
forecast to have an annual average demand growth rate of 3.6 percent to 3.8
percent and RevPAR (room revenue per available room) growth of 5.2 percent to
7.3 percent according to the April 1995 issue of Coopers & Lybrand's Hospitality
Directions. Further, this region outstripped the rest of the country in Rooms
Demand with a 3.7 percent average percent change and a modest supply increase of
only 1.6 percent as shown in the table below.

        ================================================================
                                   Rooms Demand         Rooms Supply
                                  Average percent     Average percent
                                      Change              Change
        ----------------------------------------------------------------
        New England                    2.5%                 1.2%
        South/Middle Atlantic          3.1%                 1.4%
        East South/North Central       3.4%                 1.6%
        West South/North Central       3.2%                 1.3%
        Mountain                       3.7%                 1.6%
        Pacific                        2.8%                 2.8%
        ================================================================

Investors cite improving operating results, a limited new full-service supply,
and the relative scarcity of new development financing as influencing factors
underlying the strong interest in this segment. In fact, many investors have
stated that full-service hotels are considered the best hotel investment
opportunity for 1996. In late 1995, investors were purchasing limited-service
hotels at 70 percent of replacement cost; however, the inventory of quality
full-service hotels is dwindling and competition is increasing. One of the more
desirable acquisition targets is re-flagging a property in a major hotel chain
that commands immediate brand name recognition and offers strong reservation and
marketing systems.

New construction activity is expected to surge as investors target secondary and
tertiary locations where an aging room supply exists and many operators are
unwilling or unable to invest in room modernization. New construction between
1995 and 1997 is expected to be 40 percent higher than 1990 to 1993. Supply
growth will edge up approximately 1.5 percent in 1996 and 1997, but is still
below the 2.4 percent average growth rate that prevailed in the 1970s.

Renovation costs are a significant consideration in hotel investors'
determination of price/value and return requirements. The majority of market
participants anticipate that soft goods refurbishment be completed every five to
seven years and a total refurbishment be completed every 10 years. In factoring
these costs into price/value, investors typically attempt to discount them from
the price/value; however, they are not always successful. An investor who
intends to purchase a property, upgrade and reposition it will forecast higher
renovation and property improvement costs than one who is not seeking to
"reflag" the property. Thus, the first investor of an older property has less
room for negotiation.


- ----------                                                                    25
James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


Hotel Industry Overview (continued)

Investors continue to base pricing on historical 12-months cash flow and are
less willing to pay for any upside potential. Nearly 58 percent of participants
in a recent Coopers & Lybrand's poll reported that they capitalize their prior
12 months income.

Investors also prefer fee simple purchases to ground leases; however, in high
density locations such as the central business district or airport areas, ground
leases are generally in-place. Almost all investors look at the potential of
buying out the lease or renegotiating the terms. Leases tend to be calculated on
either a fixed payment or a percentage of revenue basis, with investors shying
away from percentage payments.

The following table shows a summary of major hotel transactions. The survey was
conducted by Hospitality Associates and covers the years 1991 to 1995. There is
a clear trend showing both increased activity and prices paid since 1992 when,
many believe, the market bottomed out for hotel sales.

    ==========================================================================
     Year          Number of          Number of       Average Price Per Room
                 Transactions           Rooms
    --------------------------------------------------------------------------
     1995            107               38,135                $83,000
     1994             83               30,452                 76,000
     1993             40               15,825                 74,000
     1992             41               17,219                 63,000
     1991             52               15,806                 87,000
    ==========================================================================

While financing has been constrained in past years, debt financing sources have
begun to ease credit terms and Wall Street firms and institutional money sources
are targeting hotel investments. Lenders who are active in hotel debt financing
include insurance companies, banking institutions, and finance/credit companies
such as Finova Capital Corporation, Heller Financial, and GE Capital
Corporation. Publicly traded companies such as Host Marriott, Prime Motor Inns,
and Felcor Suite Hotels are aggressively pursuing acquisitions. Many lenders are
offering secondary financing above 80 percent loan to value ratios. REITs are
becoming aggressive in purchasing hotels. This is especially true of Patriot
American Hospitality, Inc., the largest REIT, which filed an initial public
offering (IPO) with the SEC in late September 1995 and raised more than $350
million.

As a result of increased financing availability, investors have benefited by
more favorable long-term financing. For instance, the first quarter 1995,
American Council of Life Insurance Companies` (ACLI) average interest rate was
9.41 percent. Typically loans are indexed to the prime rate, treasury rate or
LIBOR. The range of loan amortization is from 15 to 25 years with 20 years being
average. A typical loan-to-value ratio is 50 percent to 75 percent with the
average reported at 63 percent.
Debt-coverage-ratios have ranged between 1.25 percent to 1.50 percent with 1.40
percent being average.


- ----------                                                                    26
James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


Hotel Industry Overview (continued)

Full-service hotels are considered most vulnerable to new competition,
particularly from newly built, limited-service chain hotels. In addition, they
suffer from operating deficiencies, including high property operation and
maintenance costs, utility expenses, and upgrading, which erode profitability.
Because it is likely that new construction funds will increase the competitive
supply of both limited and full service hotel rooms by late 1996 and 1997,
owners of older properties are advised to reinvest in the physical plant to
cement guest loyalty. Owners are now beginning to realize that historical
reserve funding levels, typically between 3 percent to 4 percent of total
revenues, are insufficient to fund necessary capital improvements over the life
of a property. Actual capital expenditures for well-maintained properties often
exceed 7 percent of total revenue.

Job growth, the most important indicator of sustained demand for real estate,
continues to substantially trail general economic growth. In fact, many are
calling our current economy a "jobless recovery." No immediate acceleration is
anticipated, due to factors such as improved productivity in many industries and
overall caution on the part of employers.

As stated, it is likely that additional sources of capital will provide
opportunities. Further, many market participants believe that rising inflation
with have a positive net effect on earnings as room revenue is expected to
out-strip increases in operating costs. Trade agreements such as GATT should
have a positive effect on the hotel industry, and the advent of low-cost
airlines will promote more travel and higher occupancies.

New ideas, especially new ideas in technology, continue to be one of the
industries in which the US is remaining competitive in global markets. As the US
achieves a higher level of technology, the hospitality industry has the
opportunity to implement this technology in areas where guests need it most:
checking into the hotel, and communications. Adopting new technology is an
opportunity for hotels to remain competitive and maintain and expand their
customer base. For instance, AT&T's telecommunication package, "Guest Works,"
improves call-processing, accounting and provides specialized voice messaging
through a server.

Selling expenses typically range from 2.5 percent to 5.0 percent of the total
purchase price. According to a national hotel/motel brokerage firm located in
Southern California, the marketing period for limited-service hotels ranges from
3.0 to 12.0 months with an average of 9.0 months. An average 90-day closing
period is typical (from the time a hotel is put under contract to closing).

The early 1990s have been cruel to the hospitality industry, but Shilo Inns has
gone against the grain.4 Big national chains have been fighting to keep troubled
properties. Many retreated from hotel ownership to seek a relatively safe haven
as hotel management companies. Small independent operators, seeking security in
numbers, flocked to join national franchises.


- ----------
4 "Portland Business Journal," May 31, 1993, Vol. 10, No. 14, p. 13.
- ----------                                                                    27
James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


Hotel Industry Overview (continued)

The Shilo Inn capitalized on its regional identity and superior reputation to
make gains in its market areas. Mr. Mark Hemstreet, the owner and head of this
privately held company was quoted saying, "I'll take consistent management and a
good product any day over a good location. If guests are greeted with friendly
service and nice clean rooms, they'll come back to Shilo again and again." With
46 hotels and motels, Shilo has become a formidable chain in the West, owned by
just one person making it the 102nd largest lodging company in the world. The
company has about 2,000 employees in nine Western states. Shilo's "affordable
excellence" promotion strategy appears to have been successful in retaining its
core customer base. Shilo's size enables the company to not only get economies
of scale enabling its successful advertising and referral network, but also it
eliminates the need to associate with a costly franchise.

Mr. Hemstreet's willingness to invest in what may be considered secondary
locations goes against the trend of national operators. This provided Shilo Inns
with a competitive advantage, bringing them to maturing markets ahead of the
competition and providing a regional network of lodging facilities to service
their loyal guest base. They appeal to business travelers and tourists alike.
Further, Shilo Inns has continued to invest in renovation and upgrade of older
properties and has superior maintenance and replacements programs. Shilo Inns
has an effective company credo: to deliver consistently high standards from
friendly, efficient, and dedicated employees; and to provide clean, comfortable
and affordable accommodations.5

In general, we can conclude that the hotel industry is experiencing the best
growth since the trough of 1992. Increases in occupancies, average daily room
rates, and profitability has been reported throughout the industry in all market
segments. The following chart and accompanying table shows five key indications:

o     Average Daily Rate Change Rate
o     Operating Expense Change Rate
o     Free & Clear Equity Capitalization Rate
o     Residual Capitalization Rate
o     Free & Clear Equity Internal Rate of Return


- ----------
5 "Oregon Business," October, 1993, Vol. 16, No. 10, p. 32.
- ----------                                                                    28
James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


Hotel Industry Overview (continued)

                       National Full-Service Hotel Market
           From Coopers & Lybrand L.L.P. -- "Hospitality Directions"

                               [GRAPHIC OMITTED]

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
           4th Qtr,'93  1st Qtr,'94  2nd Qtr,'94  3rd Qtr,'94  4th Qtr,'94  1st Qtr,'95  2nd Qtr,'95   3rd Qtr,'95  4th Qtr,'95
- -------------------------------------------------------------------------------------------------------------------------------
<S>             <C>          <C>          <C>          <C>           <C>          <C>         <C>           <C>          <C>   
ADR Chan        0.0278       0.0329       0.0315       0.0322        0.035        0.037       0.0383        0.0391       0.0417
- -------------------------------------------------------------------------------------------------------------------------------
Op. Exp. C      0.0344       0.0363       0.0354       0.0336       0.0355       0.0352       0.0345        0.0351       0.0348
- -------------------------------------------------------------------------------------------------------------------------------
Equity Cap      0.1143       0.1148        0.115       0.1127       0.0992       0.1073       0.1088         0.109       0.1065
- -------------------------------------------------------------------------------------------------------------------------------
Residual C      0.1189       0.1148        0.115        0.114       0.1014       0.1086       0.1088        0.1078       0.1067
- -------------------------------------------------------------------------------------------------------------------------------
Equity IRR      0.1505       0.1533        0.155       0.1575       0.1567       0.1523       0.1475        0.1496       0.1505
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

o     Average Daily Rate Change Rate

This rate expresses the percentage change in the Average Daily Room Rate. Like
the capitalization rate change, there is a clear trend expressed by the ADRs. In
this case, the trend shows a steady increase in rates. Every quarter since the
2nd Quarter, 1994 has shown incremental increases with an average quarterly
increase of 3.64 percent.

o     Operating Expense Change Rate

Operating Expenses as a percent of revenues have stayed relatively flat or
stable at about 3.5 percent. This indicates that there are economies of scale in
larger revenues since operating expenses can be limited to a stable proportion
of revenues.


- ----------                                                                    29
James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


Hotel Industry Overview (continued)

o     Free & Clear Equity Capitalization Rate

In contrast to the stability of the IRR, the Equity Capitalization rate (i.e.,
overall rate) is showing evidence of decline. A declining capitalization rate
indicates that investors are willing to accept a lower return from their
investment. It has been shown in the above narrative that sales have been
increasing. More purchasers in the market-place means more competition for a
finite supply, thus prices are increasing and investors must be willing to
accept a lesser capitalization rate. This type of trend encourages new
construction which, depending upon the extent of the construction, may stabilize
or even reverse the capitalization rate trend. It is not a given, however, that
occupancies and room rates will continue to increase. Based on available
information, it appears that the favorable trend will continue into 1997 and,
perhaps, beyond.

o     Residual Capitalization Rate

As would be expected, residual capitalization rates have declined consistent
with equity (or overall) capitalization rates

Summary

A dramatic strengthening of industry profits may be expected for 1996 and 1997
given the Coopers & Lybrand forecast. Major contributing factors include healthy
revenue expansion, modest increases in major expenses, continued productivity
gains, and below-average supply growth. Profits per available room are projected
to rise to $2,900 in 1996, and $3,500 in 1997.

There is a significant need to maintain and modernize older full-service hotels.
Shilo Inns has made a commitment to maintaining high-quality, attractive hotels.
Shilo has taken a "saturation" approach to expansion by locating throughout the
Pacific Northwest. Although not a franchise, the Shilo Inns name is recognizable
and has a loyal following. The Shilo Inn name is certainly beneficial in this
region and probably largely responsible for the success of the
off-the-beaten-path locations. Because Shilo is privately owned and Mark S.
Hemstreet is truly an industry insider, it is likely that Shilo Inns are better
managed due to his oversight.

Overall economic trends are positive in the Pacific Northwest and surrounding
regions. This is contributing to the growth in the lodging industry and these
trends appear to be sustainable through the few years. New additions of supply
are expected to provide stiff competition to existing properties and much of
this is coming from Holiday Inn Express and some Comfort Suites. However, Shilo
Inns typically have one of the best locations in its local market areas and with
their efficient management and continuos maintenance programs they should be
able to maintain their market share, if not increase it at he expense of less
competitive properties. Clearly, the trend in the limited service lodging
industry continues to be towards "suite" properties. Shilo Inns has many such
properties and generally provide good size rooms with market desired amenities
at an affordable price. Given the positive economic trends in the many of the
markets Shilo Inns is located, central reservation system, large guest following
and solid management structure with efficiencies in purchasing and marketing it
is reasonable to conclude that the Shilo Inns will continue to be a successful
chain with a positive outlook for the foreseeable future.


- ----------                                                                    30
James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


                                SITE DESCRIPTION

The subject site is located at 2231 Girard Avenue in Delano, California. The
site is bounded on the north by a service station facility (with additional
parking spaces for Shilo Inn guests), on the west by Highway 99, on the south by
vacant land, and on the east by Girard Avenue.

The principal features of the subject neighborhood are the adjacent Highway 99,
intense agriculture, and low density retail and residential uses. The
surrounding area north of the subject site along Girard Avenue contains a
service station, coffee shop, and grape vineyards. Immediately west of the
subject site is Highway 99. Just across Girard Avenue to the east is a large
K-Mart. The southern boundary of the subject site along Girard Avenue is vacant
land and then a newer Comfort Inn motel. Along with the K-Mart, a fast food
restaurant, small office building, vacant land, full-service restaurant, and
residential development form the eastern boundary of the subject site along
Girard Avenue.

Size and Topography

The land area, according to the Kern County Assessor's Office, contains
approximately 37,620 square feet, or approximately 0.86 acres. The site is an
irregular rectangle with frontage along Girard Avenue to the east. The physical
layout of the site is of level topography and has no obvious physical problems
which would adversely affect its present use.

Access

Major access to the subject site is served by the adjacent Highway 99 which
provides access to the area from the north and south sections of the city. The
site is easily accessible via the north and south exits of Highway 99 at County
Line Road. Motorists then travel a short distance east and turn right (south) on
Girard Avenue and then proceed a short distance to the subject site. The
driveway on the east side of the property is easily entered from both directions
of Girard Avenue.

Exposure

The site has excellent exposure to motorists traveling in both directions on
Highway 99. In addition to the visibility of the property and signage on the
site, highway signage several miles north and south of the subject site directs
guests to the motel at the County Line Road exit.

Zoning

The subject site is zoned Limited Commercial (C-2) by the City of Delano. This
designation allows for commercial and retail uses including hotels and motels.

Easements and Covenants

We have not reviewed a title policy for the subject site and are of the opinion
that although there are several standard utility, sidewalk, and ingress/egress
easements which encumber the property, none adversely impact the value on the
development on the site.


- ----------                                                                    31
James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


SITE DESCRIPTION (continued)

Encroachments

The expanding freeway off ramp for the northbound lanes of Highway 99 has taken
(encroached upon) a portion of the western edge of the property. The result is
that 10 of the parking spaces will now be suitable for compact spaces only. The
improvements have an excess of parking and this encroachment will not affect the
functional utility of the improvements. The negative effect of this encroachment
is that the traffic noise, fumes, dust will be closer to the hotel and
especially the pool & spa area where noise may be especially objectionable. It
may be necessary to enclose the pool/spa area if justified by increased income
and/or beneficial offered amenities. The noise level will not be fully apparent
until the off-ramp is fully complete early in 1997.

Utilities

All public utilities, including water, sanitary sewer, storm sewer, electricity,
gas, telephone, and cable are available and in place at the subject.

Parking

A total of 58 parking spaces are provided. The asphalt-paved, striped parking
spaces are uncovered and are located in the front of the building. There are 49
spaces in front and 9 spaces retained at the AM/PM Market which was formerly
owned by Shilo Inns. All spaces include curb-stops where necessary.

Off-site parking is available since Girard Street has plenty of off-street
parking suitable for vehicles with trailers and/or boats. Further, there is not
adequate room for semi-tractor trailers which is a significant issue since there
is an abundance of traffic of this type.

Property Assessment And Real Estate Taxes

Property in Kern County, like all of California, is subject to Proposition 13.
Under the provisions of Proposition 13, properties are assessed based on their
market value as of March 1, 1975. This valuation may increase only two percent
per year until such time as the property is sold, substantial new construction
takes place, or the use of the property is changed. Under the foregoing
circumstances, the property may be reassessed to the market value.

According to the Kern County Assessor and the Treasurer Tax Collector, the
subject assessments and property taxes for the 1995/1996 tax year are summarized
as follows.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Assessor's Parcel No.  Land       Improvements     Personal Property   Total Value    1995/1996
                                      Taxes
- ----------------------------------------------------------------------------------------------------
<S>                    <C>        <C>              <C>                 <C>            <C>      
410-180-02-00-8        86,605     870,167          116,911             1,073,683      10,955.92
- ----------------------------------------------------------------------------------------------------
</TABLE>


- ----------                                                                    32
James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


SITE DESCRIPTION (continued)

Environmental Hazards

We have inspected the subject property for appraisal purposes. This included a
tour of the building interior corridors, ground floor slab areas, parking lots,
and surrounding parcels for evidence of the presence of potential environmental
hazards. No suspicious containers, drums, discarded materials, stressed
vegetation, surface soil discoloration or evidence of seepage was found by us.
Therefore, it is assumed that the subject is not adversely impacted by the
presence of these hazards, although this opinion is in no way to be construed as
having the same weight as the professional engineer's opinion.

Seismic Hazard Potential

The subject site is NOT LOCATED within an Alquist-Priolo Seismic Special Study
Zone. The State of California Division of Mines and Geology publishes maps which
delineate the fault-rupture hazard zones in California which refers to
seismically active areas as special study zones. The subject is located in the
north central portion of Kern County which is free of fault-rupture zones.

Flood Hazard Potential

The subject site is located in flood zone AH where the base flood elevation has
been determined at 308.5 feet. Zone AE may be subject to inundation by the
100-year shallow flooding (usually areas of ponding) where average depths are
between one and three feet. Flood insurance may be advisable. It is unknown what
effects, if any, the widening of the northbound Highway 99 off-ramp may have on
the subject site flood potential.

Conclusion

After careful consideration of the foregoing factors, the appraiser believes
that the subject site is well adapted to its current use as a hotel/motel site.
We further conclude that it is located within the general path of growth for the
city and note that major intersection of Highway 99 and County Line Road is the
location of the subject site. The expansion of the 99 corridor is all but
assured as population increases and business/agricultural interests ship their
goods. It is, therefore, reasonable that guest rooms will be very necessary for
the foreseeable future.


- ----------                                                                    33
James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


                                    PLAT MAP


                                [GRAPHIC OMITTED]


                                                                              34
James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


                             IMPROVEMENT DESCRIPTION

The subject improvements consists of one, three-story, good quality, Class D,
wood-framed hotel building with 48 units encompassing 19,200 square feet gross.
Facilities include a pool, spa, continental breakfast, manager's apartment, and
offices. The improvements were completed and first occupied in 1986. Blue print
reductions are included at the end of this section to provide visual
orientation.

The roof cover is brown composition shingle which is atypical for a Shilo Inn
which usually has a blue tile roof. Also atypical is the pitched roof vs. the
typical mansard roof. The roof cover is especially unattractive from the freeway
since the subject site is higher than the freeway and the roof fills the eye.
Further, this Shilo Inn does not have the typical amenities such as a weight
room, sauna & spa although the interiors are very typical of a Shilo with
tasteful "country elegance" furnishings.

Guest Rooms

The guest rooms of the motel are constructed along a double sided corridor, face
north and south, and are classified in two room types. The breakdown of guest
units is shown in the following table.

Guest Room Inventory

               Queen                29
               Double Queen         19
                                    --
               Total                48

All guest rooms are fully carpeted in the living area and guest bath floors are
covered with sheet vinyl. All rooms are furnished with queen sized beds, night
stand, over stuffed chair, desk/dresser, wall mirror, television, telephone, and
clock radio. The rooms also feature a separate vanity and dressing area. Typical
guest bathroom furnishings include a blow dryer and guest amenities. Two of the
units have oversized bath areas equipped for persons with physical handicaps.
Heating and cooling are provided by individually controlled through wall package
units in the guest rooms. There are sprinkler service and smoke alarms in the
guest rooms and hallways. There is no elevator service.

Public Areas

The lower level of the motel contains a covered front entrance, front desk and
office, the lobby area, guest rooms, manager's apartment, and housekeeping
department. The lobby sitting area includes a sofa, two easy chairs, armoire,
video cassette rental display stand, and small book case. Complimentary
continental breakfast is served in a small, open room which adjoins the lobby.
Assorted juices and pastries are served during the morning hours, with coffee
available throughout the day. There are two vending machines in this area for
soft drinks and snacks. The furnishings in the public areas and guest rooms are
of good quality and are well maintained. Heating and cooling are controlled by a
through wall package unit in the lobby.


- ----------                                                                    35
James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


IMPROVEMENT DESCRIPTION (continued)

The manager's apartment is located behind the front desk/office area It includes
a living/dining room, full kitchen, one bedroom, and one bath. An outdoor
swimming pool and Jacuzzi are located on the western side of the structure. This
area is furnished with assorted patio furniture. Currently the pool & spa area
is being retiled.

Service areas of the motel include the maintenance room and housekeeping
department as well as coin-operated guest washer and dryer, all located on the
first floor.


Size:                               48 units, plus manager unit

Room Type:                          29 Queen
                                    19 Double Queens
                                    --              
                                    48 Total Rentable Suites

Meeting Rooms:                      None

Recreational Facilities:            Pool, Jetted Hot Spa, Lobby, VCR & movie
                                    rentals, popcorn, continental breakfast,
                                    free coffee anytime

Restaurant:                         None, several nearby however

Gross Building Area:                19,200 square feet

Average Room Size:                  395 square feet gross

No of Stories:                      Three

Parking:                            58 spaces

Year Built:                         1986

Foundation:                         Steel reinforced concrete footings

Floor Structure:                    Steel reinforced concrete. Floors 2, 3 of
                                    3/4" architectural (gypcrete) concrete over
                                    5/8" plywood sheathing over 2'x6' floor
                                    joists with subfloor sound attenuating
                                    insulation.


- ----------                                                                    36
James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


IMPROVEMENT DESCRIPTION (continued)

Exterior Walls:                     Class D, wood frame construction. Exteriors
                                    of Vinyl siding over plywood sheathing and
                                    Tyvek. Interior construction of 5/8" GWB
                                    over insulating batts. Wall insulation to
                                    R-19 specification.

Window/Sash/Door:                   Double glazed, Low E rated windows in bronze
                                    anodized aluminum frames; all opening
                                    windows fitted with screens. Bronze anodized
                                    aluminum frame double door storefront at
                                    Lobby entrance; all exterior doors of bronze
                                    anodized aluminum with fire safety break
                                    away bars (20 minute fire rated).

Roof Structure:                     Prefabricated TJI roof trusses set at 24" on
                                    center; 5/8" CDX plywood sheathing over
                                    gable trusses; composition roofing with
                                    sealed joints; interior draining scuppers
                                    and downspouts.

Interior Walls:                     2"x4" wood frame partitions, 16" or 24" on
                                    center with textured and painted 5/8" GWB
                                    (one hour rating); sound attenuating
                                    insulation with R-11 batts.

Interior Finish:                    Floor coverings in all suites hotel grade
                                    carpet; floor coverings in lobby of carpet
                                    and ceramic tile at service desk areas;
                                    floor cover in pool area of steel reinforced
                                    poured in place concrete; floor cover in
                                    restrooms of vinyl tile; incandescent and
                                    fluorescent lighting, suspended decorative
                                    lighting in lobby.

Guest Rooms:                        Painted and papered drywall walls and
                                    ceilings; carpet in guest rooms and ceramic
                                    tile wainscoting and vinyl floor cover in
                                    bathroom, sliding aluminum frame windows;
                                    televisions, furniture draperies etc. See
                                    FF&E description.

Elevators:                          None

Stairwells:                         Two interior stairwell, one on each end.

HVAC/Climate Control:               Individual wall mounted package HVAC units
                                    with temperature control modules in each
                                    guest suite.


- ----------                                                                    37
James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


IMPROVEMENT DESCRIPTION (continued)

Electrical:                         Electrical system with a 400 amp capacity
                                    with subpanels on each floor.

Plumbing:                           Each guest suite includes a tub with shower
                                    and toilet in a separate room contiguous to
                                    dressing room. Small vanity with lavatory
                                    sink and wall mounted/surface lighted
                                    mirrors and ventilator exhaust fans.

Fire Protection:                    Fully sprinklered throughout, smoke
                                    detectors throughout, fire alarm with hard
                                    wire activation system and direct connection
                                    to local fire department; auxiliary
                                    emergency exit lighting.

Furniture Fixtures & Equipment:     Guest suites include either single king bed
                                    or double queen beds; color televisions with
                                    remote controls; carpet, draperies; light
                                    fixtures and lamps; combination desk/dresser
                                    units; luggage rack; 36" parlor table with 1
                                    upholstered wood chair; night stand. FF&E
                                    appears to be of above average quality with
                                    no functional obsolescence attributable to
                                    quality, layout or design.

Site Improvements:

The site improvements include asphalt paved and striped parking areas (58
standard striped stalls); landscaping is well maintained; annual species
utilized for color accents at building entrances; border planters are mounded to
height of 4 foot around building exterior walls. Planter areas are well
maintained and attractively designed. Parking lot lighting is provided by pole
mounted halide lamps on poured in place concrete pedestals.

Depreciation

The actual age of the improvements are approximately 10 years; the effective age
of the improvements is approximately 10 years as well. This similar effective
age results from average maintenance of average materials. According to building
industry sources, the expected life of similar improvements is 50 years.
Depreciation analysis in the Cost Approach will reflect the effective age.

The subject also appears to suffer from a large amount of economic obsolescence
as indicated by the significantly higher physically depreciated replacement cost
plus the land. We estimated that there is at least a 50 percent loss in
replacement value from external sources.


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2231 Girard Street, Delano, CA


                                    Site Plan


                                [GRAPHIC OMITTED]


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2231 Girard Street, Delano, CA


                                 1st Floor Plan


                                [GRAPHIC OMITTED]


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2231 Girard Street, Delano, CA


                                 2nd Floor Plan


                                [GRAPHIC OMITTED]


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                          HIGHEST AND BEST USE ANALYSIS

The Appraisal Institute defines highest and best use as follows:

        "The most profitable likely use to which a property can be put. The
        opinion of such use may be based on the highest and most profitable
        continuous use to which the property is adapted and needed, or likely to
        be in demand in the reasonably near future. However, elements affecting
        value that depend on events or a combination of occurrences that,
        although in the realm of possibility, are not fairly shown to be
        reasonably probable, should be excluded from consideration. Also, if the
        intended use is dependent on a uncertain act of another person, the
        intention cannot be considered.

        "That use to which the land may reasonably be expected to produce the
        greatest net return to land over a given period of time. That legal use
        which will yield to land the highest present value. Sometimes called
        'optimum use.'"

In estimating highest and best use, there are essentially four stages of
analysis:

      1.    Possible Use. What uses of the site in question are physically
            possible?

      2.    Permissible Use (legal). What uses are permissible by zoning and
            deed restrictions on the site in question?

      3.    Feasible Use. Which possible and permissible uses will produce a net
            return to the owner of the site?

      4.    Maximally Productive Use. Among the feasible uses, which use will
            produce the highest net return or the highest present worth?

The highest and best use of the land (or site) if vacant and available for use
may be different from the highest and best use of the improved property. This is
true when the improvements are not an appropriate use, but it makes a
contribution to the total property value in excess of the value of the site.

The following tests must be met in estimating the highest and best use. The use
must be legal; the use must be probable, not speculative of conjectural; there
must be a profitable demand for such use; and it must return to the land the
highest net return for the longest period of time. These tests have been applied
to the vacant property. In arriving at the estimate of highest and best use, the
subject site was analyzed as vacant and available for development.


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HIGHEST AND BEST USE ANALYSIS (continued)

As Vacant

Possible Use: The first constraint is the constraint dictated by the physical
characteristics of the site. The size and location within a block have a
determining effect on the site's value. In general, larger sites and corner
locations enable a developer to achieve economies of scale and allow flexibility
in building and site improvement design.

The subject site is a 0.86 acre nearly rectangular parcel with Highway 99
frontage providing excellent visibility (exposure) to the property. Access is
readily made from nearby exits. The subject hotel site has good functional
utility and is suitable for a wide range of commercial uses. We also note that
all utilities are available to the site and excellent access if provided from
Girard Street on the east providing additional access and flexibility in design.
These streets are in place and fully improved. Therefore, the physical aspects
of the site assemblage do not eliminate any uses from the highest and best use
analysis, except for very large scale commercial/retail uses such as a regional
shopping center which requires a much larger parcel size.

Permissible Uses. Two types of legal restrictions apply to the subject property:
private restrictions (deed restrictions and easements), and public restrictions
(principally, zoning). The existing utility easements are standard and do not
adversely impact the development potential of the site. Therefore, the principal
legal limitation on the development entitlements for the site is the C-2
(LIMITED COMMERCIAL) zoning. The C-2 (LIMITED COMMERCIAL) commercial zone is
defined and administered by the City of Delano. This zoning classification is a
broad spectrum commercial district that permits limited service,
wholesale/retail and heavy commercial most of which are related to serving the
major local transportation corridor--Highway 99. This zoning code primarily
eliminates heavy manufacturing, light industrial, and residential uses.

Feasible Uses. The property is easily adapted to most forms of commercial
development, but appears particularly well suited to highway oriented commercial
uses where exposure to high average daily traffic volumes is regarded as
advantageous by prospective users. Uses, such as offices may be less than
optimal since many offices are located in homes and the present supply is
suitable for the office demand. Clearly, uses such as hotels/motels, gas
stations, convenience stores and restaurants benefit most from the volumes of
traffic going up and down Highway 99 as well as the local shopper.


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HIGHEST AND BEST USE ANALYSIS (continued)

The feasibility of these uses must be considered in light of historical
development trends and the current supply of such uses in the local market.
Previous feasibility studies and appraisal assignments completed by us have
clearly revealed that run-of-the-mill restaurant uses are generally oversupplied
in the local market. Since Delano is the 2nd largest community in Kern county,
it is the logical dining-out location for a large radius plus the traffic
generated along the 99. It is considered feasible to build a restaurant on site
especially if it has chain affiliation appeal or is "special" in the sense of
individual identity and exceptional reputation. Further, any fast-food operation
such as Taco Bell would be well located on site. The subject site is suitable
for an upper-scale restaurant, fast food, or commercial use.

The feasibility of a motel is reasonable assured even given the new Comfort Inn
which has located two sites south of the subject. There is significant highway
demand and many events in Delano that bring visitors to town.

Our knowledge of local property values and future development plans within the
subject neighborhood lead us to believe that values along the Highway 99
commercial corridor are poised for steady future increases during the next three
to five years. The prospects for development on site, if vacant, are quite
reasonable to expect.

Maximally Productive Uses. Of the permitted uses our analyses suggest that the
maximally productive uses today are probably highway commercial related or
special purpose in nature. It appears that hotel/motel uses and restaurant uses
with strong marketing and brand identification may yield the maximally
productive use for the site today.

As Improved

The subject is a single building, three-story hotel property with 48 room suites
on a 0.86 acre site with excellent exposure to Highway 99--the primary freight
transportation corridor bisecting the state from north to south. However, the
subject's operations are not at an efficient economic level as indicated by the
external obsolescence found in the replacement cost analysis we prepared as part
of the Cost Approach. However, no other use can produce a higher net income to
the subject improvements and as such they are considered to be the highest and
best use as improved.


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                                    VALUATION

There are three approaches to value which will be employed in the analysis: the
Cost Approach including land valuation and construction cost analysis; Direct
Sales Comparison Approach evaluating sales of similar properties; and an Income
Approach based upon the property operating at stabilized income levels.

Cost Approach

In the appraisal process, the Cost Approach requires an analysis of sales of
similar parcels of land to arrive an estimate of market value for the subject
site. An estimate is then made as to the cost to replace the subject's
improvements at today's costs using reliable sources of cost data. Depreciation
or obsolescence from all causes is estimated based on the experiences of similar
properties. Depreciation is then deducted from the replacement costs as new to
arrive at the present worth of the improvements and the site.

Market Approach  (Direct Comparison Approach)

This is an appraisal procedure in which the value estimate is predicated upon
prices paid in recent market transactions. Listings and offerings of property
may also be utilized in this analysis, however, the use of listings is limited
since the property has not met the full test of the market and usually tends to
set the upper limit of value. The steps the appraiser follows in this approach
are set forth below.

      1.    Seeks out similar properties for which pertinent sales, listings,
            offerings and/or rental data are available.

      2.    Qualifies the price as to terms, motivating forces and bona fide
            nature.

      3.    Compares each of the sale properties' important attributes with the
            corresponding ones of the properties being appraised, under the
            general division of time, location, income and physical
            characteristics.

      4.    Considers all dissimilarities in terms of their probable effect upon
            the sale price.

      5.    Formulates an opinion of the relative value of the property being
            appraised as compared with the price of each similar property.


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2231 Girard Street, Delano, CA


VALUATION (Continued)

The units of comparison abstracted from the sales are the sales price per square
foot or unit and the overall rate of return. Each of these units of comparison
is discussed more fully below.

Sales Price per Square Foot or Unit

This is an expression of the total consideration divided by the particular unit
of comparison. Its chief advantage is that it is a direct comparison of the
price of the comparable to the property in question. Weighing of comparables may
be necessary due to differences of location, physical characteristics, market
conditions and terms of the sale transactions. It is most accurate when the
subject and the comparables are of similar character and the sales are of recent
vintage.

Overall Rate of Return

This rate is the direct relationship of the net operating income (before debt
service) and the sale price. the overall rate reflects both the return on the
investment and the return of the investment. This is a rate which is frequently
used by investors and appraisers because it is ascertainable from comparable
sales and can be applied directly to the estimated net operation income of the
property under appraisal. This unit of comparison is used in the Income
Approach.

Income Approach

The Income Approach is generally the most relevant approach in evaluating
investment type properties. This approach is predicated on the principle that
value is created by the expectation of benefits derived in the future. The
anticipated net income is converted to a present value by a direct
capitalization or the use of a discounted cash flow process.

Direct Capitalization

This process involves dividing the net operating income by a capitalization
rate. This rate reflects such factors as risk, time, interest on capital
investment, and recapture of the depreciating asset. This approach to value
encompasses the following:

1.    The estimation of current economic rent levels to establish annual
      potential gross revenues. Current economic rents are generally current
      market rents.

2.    The estimation of vacancy and collection loss allowances.

3.    The estimation of annual operating expenses.

4.    The deduction from potential gross revenues of vacancy and collection loss
      and operating expenses, leaving the net operating income before debt
      service and depreciation.


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2231 Girard Street, Delano, CA


VALUATION (Continued)

5.    Capitalization of the net operating income by the appropriate rate as
      abstracted from the market.


Discounted Cash Flow

A widely accepted view of value as of a given valuation date is the discounted
present worth of the anticipated future income reasonably expected to be
generated by an income producing property over a specific period of time. The
process by which future income receipts are converted to a present value is
termed discounting. Many different capitalization methods and techniques are
available to process anticipated future income into a present worth estimate.
The method used depends primarily on the characteristics of the forecast income
stream, the form of the appropriate rate of return or discount rate, and the
time period involved.

The two methods used in this analysis are capitalization in perpetuity
(utilizing an overall capitalization rate discussed above) and capitalization
for a finite period (discounted cash flow analysis). Capitalization in
perpetuity as used in the Income Approach assumes the income stream will
continue undiminished, indefinitely. The rate used to process this income
streams embodies the factors of time preference (opportunity costs), liquidity,
management burdens, and ownership risks. The appropriate rate is derived through
an analysis of sales of properties displaying similar investment opportunities
to the investor.

The discounted cash flow method is a rigidly defined mathematical relationship
between income streams, rates and timing. Processing an income stream by a
correct mathematical formula does not in itself produce a supportable market
value. As with other techniques of income capitalization, the discounted cash
flow analysis requires reliable market data on several critical points. If the
required market data information is not available, the appraiser is injecting
his judgment and opinion in using non-market data and the results are not
justifiable market value.


RECONCILIATION

The final step in the appraisal process is the reconciliation or correlation of
the value indicators. In the reconciliation, the relative applicability of each
of the approaches utilized is considered. Those approaches that are deemed most
appropriate to the particular appraisal question involved are weighed for the
accuracy and reliability of the data used in the analysis, and an opinion is
formed as to the market value of the subject property. The relative weight or
emphasis given to any of the approaches depends on the forces prevalent in the
market which act upon the subject property.


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                                  COST APPROACH

In this approach, it is assumed that a purchaser would consider producing a
substitute, competing property with the same utility as the subject. The net
cost to the rational, informed purchaser is the measure of value of the subject
property. The net cost includes construction costs (to the purchaser, not the
contractor or builder), financing costs, and all other costs incurred during the
construction period. Any depreciation or diminished utility is deducted from the
costs in order to arrive at a net contribution of the improvements in their
present condition to the total property value as of the valuation date. The site
is valued as if vacant and available to be put to its highest and best use. This
is then added to the depreciated improvement costs to yield the value of the
total property as indicated by the Cost Approach.

Land Valuation

The most reliable procedure for estimating the land value is by the application
of the Direct Sales Comparison Approach. In estimating the value of the
subject's site, a search was conducted to find sales of similar parcels with
similar zoning and characteristics. Those sales considered to be the most
relevant indicators of the subject's land value are detailed on the following
pages.


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2231 Girard Street, Delano, CA


                                 Land Sales Map


                                [GRAPHIC OMITTED]


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                             COMPARABLE LAND SALE 1


PROPERTY IDENTIFICATION

Address:                            1304 14th Avenue
City:                               Delano
APN:                                423-090-03-00
County:                             Kern
Map Reference:                      200-E2
Property Rights:                    Fee Simple

SALE INFORMATION

Grantor:                            Jose Alvarez
Grantee:                            Delano Union School District
Document Number:                    66361
Sale Price:                         $130,000
Sale Terms:                         All Cash
Sale Date:                          05/24/96

SITE DESCRIPTION

Site Area:                          30,000 sq.ft.         0.69 acres
Zoning:                             C2
Utilities:                          At site
Off-Sites:                          Fully Improved
Topography:                         Level
Location:                           Corner

SALE ANALYSIS

Price Per Square Foot:              $4.33

COMMENTS                            This sale is diagonally across the street
                                    from the existing Delano High School which
                                    is expanding and purchased this site. This
                                    was a market transaction without the threat
                                    of condemnation.


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                             COMPARABLE LAND SALE 2


PROPERTY IDENTIFICATION

Address:                            1725 Main Street
City:                               Delano
APN:                                411-140-02-00
County:                             Kern
Map Reference:                      200-D2
Property Rights:                    Fee Simple

SALE INFORMATION

Grantor:                            Dyar, Donald & Shirley
Grantee:                            Beyer, Richard & Christine
Document Number:                    151462
Sale Price:                         $80,000
Sale Terms:                         $40,000 down, balance at market terms
Sale Date:                          12/13/95

SITE DESCRIPTION

Site Area:                          27,500 sq. ft.        0.63acres
Zoning:                             C2
Utilities:                          At site
Off-Sites:                          Fully Improved
Topography:                         Level
Location:                           Corner

SALE ANALYSIS

Price Per Square Foot:              $2.91

COMMENTS                            A small apartment building has been 
                                    constructed on site.


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                             COMPARABLE LAND SALE 3


PROPERTY IDENTIFICATION

Address:                            610 8th Avenue
City:                               Delano
APN:                                038-080-17-00
County:                             Kern
Map Reference:                      200-D3
Property Rights:                    Fee Simple

SALE INFORMATION

Grantor:                            Zarogaza, Vincent M. & V.A.
Grantee:                            Diaz, Manuel
Document Number:                    130387
Sale Price:                         $60,000
Sale Terms:                         Cash
Sale Date:                          10/23/95

SITE DESCRIPTION

Site Area:                          22,000 sq. ft.        0.51 acres
Zoning:                             C1
Utilities:                          At site
Off-Sites:                          Fully Improved
Topography:                         Level
Location:                           Corner

SALE ANALYSIS

Price Per Square Foot:              $2.73

COMMENTS                            The surrounding properties are more
                                    industrial in nature making this an inferior
                                    location than the subject.


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COST APPROACH (Continued)

Discussion

These three land transactions represent the best available sale activity over
the last year. While there are more commercial land sales in the area, these
best represented the subject being in the city of Delano and having recently
transacted. Sale one has the benefit of being located near the expanding high
school whereas sale three is clearly an inferior area that the subject. The
unadjusted indicated values range from $2.73/SF to $4.33/SF. The discussion of
the value adjustments and conclusions is presented below.

Property Rights Conveyed

This adjustment considers the differences in legal status (interest) between the
subject property and the comparable sales. Specific interests convey different
types of rights in a property that affect value. Property rights can be defined
as fee simple, leased fee and leasehold interests. All the land sales used
involved the transfer of the fee simple interest and no adjustment is warranted
or made.

Financing Adjustment

The comparable land sales have been reviewed in reference to their financing.
Sales and asking prices represent all cash transactions, where no extraordinary
financing terms or seller financing is involved. Therefore, no cash equivalency
adjustments have been applied.

Conditions of Sale

No adjustments were necessary for conditions of sale since the transactions were
made between bona-fide buyer and sellers acting on their own best interest.

Market Conditions Adjustment - Time Factor

The sales were analyzed for changes in market conditions to determine if a
market conditions adjustment is required and, if so, to what magnitude. Based
upon our examination of present and historical land values and inflation rates,
it appears that land values within the Highway 99 commercial corridor and the
city of Delano have remained flat. As a result, no market condition adjustment
has been made to the sales since the market has been flat since the time of
these land sales to the effective date of this appraisal.


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COST APPROACH (Continued)

Physical Adjustments

Factors which have an influence on value such as location, growth patterns and
trends, topography, hazard such as flood, slides or fire potential, employment
and commerce centers, size, and physical improvements required for development
(off-sites), all require appropriate adjustments in comparing the comparable
sales to the subject property.

Location adjustments:

Although none of the sales have similar Highway 99 exposure, sale one is similar
in desirability since it was a strategic location for the expansion of the
adjacent school. Therefore, this is considered a similar location. Sale two is
an inferior commercial location more suitable for apartments and a 10% upward
adjustment is applied. Sale three is in an industrial area where very limited
commercial activity is taking place and a 20% upward adjustment is made to
compensate.

Size adjustments:

All of the sales are significantly smaller than the subject. Typically smaller
parcels sell for a higher price per square foot; however, the subject is of a
size allowing more flexibility of development whereas these smaller parcels are
more limited. Therefore, no adjustment for size is made in this case.

Concluded Value:

With adjustments, the comparable land sales indicate a range from $3.20/SF to
$4.33/SF. Sale one required no adjustments, sale two +$0.29 (+10%), and sale
three +$0.55 (+20%). Because the subject would be very desired due to its large
buildable size, and exposure to Highway 99, we conclude that its value will
trend toward the upper end of the value range established here. Therefore, we
conclude that the estimated fee simple value of the subject hotel site is $4.25
per square foot.

              37,620 square feet @ $4.25 per square foot = $159,885
                                Rounded $160,000


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COST APPROACH (Continued)
Reproduction Cost New

The next step in the Cost Approach is to estimate the cost new of the subject
improvements. The dimensions and characteristics of the improvements have been
identified through a field inspection and analysis. There are two forms of cost
data generally available. These are Replacement and Reproduction costs.

Replacement Cost is defined in Real Estate Terminology, Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of a building having
utility equivalent to the building being appraised but built with modern
materials and according to current standards, design and layout."

Reproduction Cost is defined in Real Estate Terminology, Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of an exact duplicate or
replica using the same materials, construction standards, design, layout, and
quality of workmanship, embodying all the deficiencies, super adequacies and
obsolescence of the subject building."

The use of the replacement cost concept presumably eliminates all functional
obsolescence, and the only depreciation to be measured is physical deterioration
and external obsolescence. In this appraisal, the Marshall Valuation Service, a
nationally recognized cost service, as well as consultation with local
contractors, has been used to derive the estimate of the replacement cost. The
publishers of this manual consider the estimates to be replacement costs, but
when the cost model closely conforms in construction materials and methods to
the subject, these costs can be considered as reproduction costs.

Since the cost estimate is applied to the gross area of the subject property,
the deficiencies and other adequacies of the subject are embodied in the cost
estimate and are dealt with in the depreciation estimate. The cost utilized in
this analysis is therefore considered to represent Reproduction Costs.

This estimate is set forth on the Development Proforma located at the end of
this approach. These costs include hard costs for construction, soft costs for
architectural and engineering, soil, legal, supervision, fees and related costs;
Financing costs; leasing commissions; and rent loss during absorption.
Developers profit is added at 18 percent to account for the high level of risk
and skill required to develop hotel property.

The hard construction cost for the improvements is estimated at $72.07 per
square foot. Soft costs are estimated at 8 percent for design, architectural and
engineering; 3 percent for development overhead, and 25 percent of annual income
is estimated for opening expenses and income loss during stabilization.


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COST APPROACH (continued)

Furniture, Fixtures & Equipment

The guest rooms are furnished with typical modern furnishings which include
either a single king-sized bed, two or three queen beds, side tables, desk,
dresser, chairs, table, draperies, night stands, color television with remote,
lamps, couch, clock radio and telephones. Most rooms have a small refrigerator,
microwave and hair dryer. There are some kitchenette units. FF&E includes all
the furnishings, linens and supplies, cleaning and house keeping equipment,
business office and front desk equipment, furnishings and related personal
items. We have estimated these personal property items at a depreciated
replacement value of $2,500 per room, or $120,000.

Accrued Depreciation

Accrued depreciation is the difference between the reproduction cost of the
improvements and the market value of the improvements on the date of valuation.
Depreciation is characterized by three categories: physical, functional and
external.

Physical depreciation is evidenced by wear and tear of the structure. Functional
obsolescence is also caused by internal characteristics such as a poor floor
plan, inadequate mechanical equipment or functional inadequacy or over adequacy
due to size or other characteristics. External or economic obsolescence is
caused by conditions external to the property, such as a lack of economic demand
or changing property uses in the area, or general national or regional economic
conditions.

To establish the appropriate depreciation to be applied to the subject, the
Marshall Valuation Service has been consulted. This service collates by type of
construction and usage actual case studies of properties to produce market
derived depreciation and remaining life estimates. These studies resulted in
mathematical curves from which the depreciation for any initial life expectancy
can be computed. An additional method of estimating physical depreciation is the
Age/Life Method. This is a method of estimating incurable physical deterioration
as a percentage applied to current replacement or reproduction cost new of the
improvements. The percentage reflects the ratio of estimated effective age to
typical anticipated economic life.

The depreciation estimate for the subject property is based an effective age at
10 years and an expected life of 50 years for the improvements indicating a
depreciation estimate of 20 percent. External(economic obsolescence was
estimated at 50 percent as evidenced by the wide range in value indication from
the income analysis as compared to the depreciated replacement cost plus land
value.

Located on the following page is a summary of the replacement cost new,
including depreciation and land value indication. It indicates an As Is value of
subject property, as follows:

                                   $1,150,000
                                   ==========


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                             Replacement Cost Study

<TABLE>
<CAPTION>
========================================================================================================
Development Proforma
Shilo Inn, Delano, CA
- --------------------------------------------------------------------------------------------------------

<S>                             <C>      <C>         <C>            <C>          <C>            <C>  
MVS: Sec 11, P 17, Class D, GoodCurrent X          Local X          Adj $/sf
- -----------------------------------------          -------          --------
Base Cost:                $69.30     1.00             1.04            $72.07
Hard Costs                           Measure     $/Measure                            Cost         $/SF
- ----------                           -------     ---------                            ----         ----
  Building                         19,200 SF        $72.07        $1,383,782
  Yard Improvements                                                 $150,000
                                                                    --------

Total Hard Costs                                                                $1,533,782       $79.88

Soft Costs
- ----------
Architectural & Engineering                          8.00%          $122,700
Development Overhead                                 3.00%            46,000
Stabilization & Opening Expenses            25% of annual income     106,834

Total Soft Costs                                                                  $275,534       $14.35
- ----------------                                                                  --------      

Total Improvement Costs                                                         $1,809,316       $94.24

Entrepreneurial Profit                18.00%                                      $325,677       $16.96
                                                                                  --------       ------
Total                                                                           $2,134,993      $111.20

Depreciation Adjustment             Age/Life        % Dep.            $ Dep.
- -----------------------             
Physical                               10/50        20.00%          $361,863
Economic                                            50.00%          $904,658

Total Depreciation                                                              $1,266,521       $65.96
                                                                                ----------       ------
Project Costs (Depreciated Replacement Cost)                                      $868,472       $45.23

Depreciated Furniture Fixtures & Equipm         48 Units @            $2,500      $120,000

Land Valuation                 Acres         SF       $/SF        Land Value         Total             
- --------------                 -----         --       ----        ----------         -----             
Site Value in Fee               0.86     37,620      $4.25          $159,885                           
                                                                                                       
Site Value                      0.86     37,620      $4.25                        $160,000             
- -------------------------------------------------------------------------------------------------------
Indicated Value                                                                 $1,148,472             
                                                                                                       
Rounded                                                                         $1,150,000             
                                                                                ==========             
=======================================================================================================
</TABLE>


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                           DIRECT COMPARISON APPROACH

The Direct Comparison Approach attempts to estimate the value of the subject
property by comparing sales of similar properties within the market area of the
subject. These sales are inspected, verified as to price, terms and conditions
of the property at the date of sale, location, and income characteristics of the
property. The data are then analyzed and compared to the subject property. The
units of comparison considered significant in determining the subject's market
value are the sale price per square foot and price per unit. In addition, a
Gross Room Revenue Multiplier is derived for use as an additional measure of
value for this approach. The overall rate is also abstracted from the market
data for use in the Income Approach.

A search of the subject's regional market area was conducted to find sales of
generally comparable hotel facilities that have occurred in the recent past. A
summary of the sales that were considered most relevant for this analysis are
summarized on the following page.


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2231 Girard Street, Delano, CA


                         REGIONAL SUMMARY OF HOTEL SALES
<TABLE>
<CAPTION>
====================================================================================================================================
                    Date of  Year   Building  Land   Land/Bldg  No of  Gross     Sale     Price/Sq.  Price 
No.   LOCATION       Sale    Built   Area     Area    Ratio     Units Area/Rm.   Price      Ft.      /Unit        Commments
====================================================================================================================================
<S> <C>             <C>      <C>     <C>      <C>     <C>        <C>   <C>     <C>         <C>       <C>      <C>                  
1   Comfort Inn     May-95   1990    30,740   76,405  2.49:1     58    530     $2,800,000  $9l.09    $48,276  Occupancy reported at
    13207 NE 20th Avenue               Est.                                                                   70 percent
    Vancouver, WA                                                                                             ADR @ $46.00. No food
                                                                                                              and beverage
                                                                                                              One meeting room, spa,
                                                                                                              pool, exercise

2   Comfort Inn     Jun-96   1992    34,000   66,646  1.96:1     64    531     $2,600,000  $76.47    $40,625  Two-story wood frame
    8855 SW Citizens Drive                                                                                    motel located in
    Wilsonville, OR                                                                                           suburban location

3   Ramada Inn      Oct-94   1978    68,410   16,200  0.24:1     120   570     $8,400,000  $122.79   $70,000  Four story wood frame
    2200 Fifth Avenue                                                                                         & stucco downtown
    Seattle, WA                                                                                               location, renovated
                                                                                                              prior to sale. $70 ADR
                                                                                                              estimate

4   Days Inn        Feb-95   1985    23,175   26,574  1.15:1     45    515     $2,150,000  $92.77    $47,778  Located at the east
    1332 Broadway                                                                                             side of the city of
    Placerville CA                                                                                            Placerville a "gold
                                                                                                              country" destination
                                                                                                              city.

5   Ramada Inn      Sep-95   1971    60,520  163,785  2.57:1     135   448     $6,054,400  $100.04   $44,847  Sales price indicated
    300 W. Palmdale Bl.                                                                                       is doubled since
    Palmdale CA                                                                                               actual sales price was
                                                                                                              for a 50% interest. 4
                                                                                                              story concrete block
                                                                                                              Located near new 
                                                                                                              development.
</TABLE>

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                                    Sales Map


                                [GRAPHIC OMITTED]


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                              COMPARABLE SALE NO. 1


                                [GRAPHIC OMITTED]



ADDRESS:          Comfort Inn              GRANTOR:            Ray Patel, et al.
                  13207 NE 20th Avenue     GRANTEE:            Shree Ram LLC
                  Vancouver, WA
DESCRIPTION:      Two-story wood frame     DOCUMENT #:         Na
                  and stucco limited       MARKET TIME:        Na
                  service hotel            NUMBER OF UNITS:    58
YEAR BUILT:       1990                     SALE PRICE:         $2,800,000
LOT SIZE:         76,405 S.F.              SALE DATE:          June 5, 1995
CONDITION:        Average/Good             TERMS:      $350,000 down
QUALITY:          Average                              seller wrapped 
                                                       existing $1.45M 
                                                       1st TD with, due
                                                       in 10 years

BUILDING AREA:    30,740 S.F.              GROSS INCOME:       $685,540
LAND:BLDG RATIO:  2.49:1                   NET INCOME:         $288,000
PRICE/S.F.:       $91.09                   OVERALL RATE        10.29%
PRICE/UNIT:       $48,276                  GRM:                4.08
FF&E:   $140,000

COMMENTS: This property is located at the Vancouver Mall north of Portland
Airport in a newly developing area. It is a newer property in good condition but
round about access. 1994 ADR reported at $46.00 and Occupancy at 70%.


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                              COMPARABLE SALE NO. 2


                                [GRAPHIC OMITTED]


ADDRESS:           Comfort Inn                GRANTOR:        Mahalaxmi Inc.
                   8855 SW Citizens Drive     GRANTEE:        Ganesh Enterprises
                   Wilsonville, OR
DESCRIPTION:       Two-story wood             DOCUMENT #:     9603044444
                   frame limited service      MARKET TIME:    Na
                   hotel
NUMBER OF UNITS:   64
YEAR BUILT:        1992                       SALE PRICE:     $2,600,000
LOT SIZE:          66,646 S.F.                SALE DATE:      June 19, 1996
CONDITION:         Average/Good               TERMS:          $800,000 down
QUALITY:           Average                                    $1,8M 1st Td 
                                                              Commercial Bank
BUILDING AREA:     34,000 S.F.                GROSS INCOME:   $804,825
LAND:BLDG. RATIO:  1.96:1                     NET INCOME:     $310,628
PRICE/S.F.:        $76.47                     OVERALL RATE    11.95%
PRICE/UNIT:        $40,625                    GRM:            3.23
FF&E:              $160,000 Est.

COMMENTS: This suburban property is located near Highway 5 and is a newer
property with good exposure but less than direct access.


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                              COMPARABLE SALE NO. 3


                                [GRAPHIC OMITTED]



ADDRESS:          Ramada Inn                GRANTOR:        2200 Fifth Ave. Ltd.
                  2200 5th Avenue           GRANTEE:        Devin Corporation
                  Seattle, WA
DESCRIPTION:      Four-story over parking   DOCUMENT #:     9410280992
                  frame and stucco hotel    MARKET TIME:    6 months
                  with restaurant/lounge    UMBER OF UNITS: 120
YEAR BUILT:       1978                      SALE PRICE:     $8,400,000
LOT SIZE:         16,200 S.F.               SALE DATE:      October 28, 1994
CONDITION:        Average                   TERMS:          $3,000,000 down
QUALITY:          Average                                   $5,400,000 1st 
                                                            Td Seafirst Bank
BUILDING AREA:    68,410 S.F.               GROSS INCOME:   Na
LAND:BLDG RATIO:  0.24:1                    NET INCOME:     Na
PRICE/S.F.:       $122.79                   OVERALL RATE    Na
PRICE/UNIT:       $70,000                   GRM:            Na

COMMENTS: This property is located on Fifth Avenue in the Denny Grade area of
downtown Seattle. It was renovated prior to the sale with new lobby, HVAC and
FF&E. Property leases additional parking nearby. Seller leased back property for
10 years, terms unknown. Central city location, average appeal.


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                              COMPARABLE SALE NO. 4


                                [GRAPHIC OMITTED]



ADDRESS:          Days Inn             GRANTOR:       Sunrise Commercial Inc.
                  1332 Broadway        GRANTEE:       Hiren & Sundip Partnership
                  Placerville, CA
DESCRIPTION:      Two-story wood       DOCUMENT #:    95-5692
                  frame motel          MARKET TIME:   12 month
NUMBER OF UNITS:  45
YEAR BUILT:       1985                 SALE PRICE:    $2,150,000
LOT SIZE:         26,571 S.F.          SALE DATE:     Feb. 07, 1995
CONDITION:        Good                 TERMS:         $189,000 down; 
                                                      $1.7 mm 1st at
                                                      market, seller 
                                                      carry $260,000
QUALITY:          Average
BUILDING AREA:    19,100 S.F.          GROSS INCOME:  $788,400
LAND:BLDG RATIO:  1.39:1               NET INCOME:    $201,042
PRICE/S.F.:       $112.57              OVERALL RATE   9.98%
PRICE/UNIT:       $47,778              GRM:           2.73

COMMENTS: This property is located on the east side of the Town of Placerville.
The motel is sited in a rustic area along Broadway which is a major city
arterial. Highway 50 runs parallel with Broadway and the motel is easily
accessible from the freeway exit. The actual ADR is $48.


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                              COMPARABLE SALE NO. 5


                                [GRAPHIC OMITTED]



ADDRESS:         Ramada Inn                  GRANTOR:      California Tennessee 
                 300 West Palmdale Blvd.                   Inv.
                 Palmdale, CA                GRANTEE:      Charles & Sandy Cha 
                                                           Corp.
DESCRIPTION:     Four Story concrete block   DOCUMENT #:   1578626
                 motel with restaurant       MARKET TIME:  12 month
                 and conference facilities
NUMBER OF UNITS: 135
YEAR BUILT:      1971                        SALE PRICE:   $6,054,400
LOT SIZE:        163,785 S.F.                SALE DATE:    Sep. 28, 1995
CONDITION:       Average                     TERMS:        Seller carry 1st
QUALITY:         Average
BUILDING AREA:   60,520 S.F.                 GROSS INCOME: Na
LAND:BLDG RATIO: 2.57:1                      NET INCOME:   Na
PRICE/S.F.:      $100.04                     OVERALL RATE  Na
PRICE/UNIT:      $44,847                     GRM:          Na

COMMENTS: This sale was a 1/2 interest and the sales price has been doubled to
indicate a full value transfer. This area of Palmdale is on the west side of the
Antelope Valley Freeway near the Antelope Valley Mall and new development such
as a Best Buy and a new Target store. The location has good exposure from the
Antelope Valley Freeway.


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DIRECT COMPARISON APPROACH (Continued)

To compare the relevant sales to the subject property, consideration has been
given to such factors as financing, market conditions, conditions of sale and
physical and economic characteristics such as location, quality of the
improvements, age and condition of the improvements, overall size and property
operation levels.

Property Rights Conveyed

This adjustment considers the differences in legal status (interest) between the
subject property and the comparable sales. Specific interests convey different
types of rights in a property that affect value. Property rights can be defined
as fee simple, leased fee and leasehold interests. All the sales used were fee
simple estates and no property rights adjustments are necessary.

Financing Adjustment

Typical income producing property sales transactions involve some combination of
mortgage financing and cash (or equity) transfer. Knowledgeable investors are
aware that the use of mortgage financing will have an effect on the yield to
equity funds. The careful structuring of the mortgage and equity components of a
transaction may produce higher returns to the equity position than the overall
return to the property (positive leverage). This process can work in the
opposite direction when the rate paid for mortgage funds exceeds the overall
rate produced by the property (negative leverage). When the terms of the sale
are atypical, the result may be a price that is higher or lower than that of a
normal market transaction. In this analysis, it is assumed that the subject is
expected to sell for cash or with the prevalent institutional financing terms
available.

The comparable sales have been reviewed in reference to their financing and
typically involved normal or large down payments with the balance typically
financed by the seller or major lending institutions at prevailing long term
rates. No secondary financing was of any particular advantage and was not
considered to affect the sale prices. Based on an analysis of the financing
terms of the comparable sales, no adjustments were required and the sales are
all cash equivalent.

Conditions of Sale

The comparables were reviewed for their conditions of sale surrounding the
transactions. Sale 5 was a market transaction, but for only a 50% interest in
the property. After consideration of the price paid and the quality of the motel
purchased as well as verification of the sale, we concluded that it is
reasonable to simply double the price paid for a full value 100% interest. No
discount for minority interest was necessary because of the above stated
reasons. None of the other sales required any conditions of sale adjustments
since the sales prices were all based on market value with no unusual conditions
surrounding the transactions.


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DIRECT COMPARISON APPROACH (Continued)

Market Conditions

The next adjustment to the comparables is to determine any change in value
associated with the passage of time. Due to changes in market conditions between
the date of sale and the date of valuation, an adjustment must be made to
compare the comparable sale to the subject. Changes in the market conditions
often result from various causes such as inflation, deflation, changing demand
or supply and changes in the general economy. It is noted that the adjustment is
not for the passage of time itself, but for the changes in market conditions
that have occurred over the time period in question. The best indication of
value change over time is the sale and resale of the same property. The sales
used occurred between late 1994 and mid 1996, under similar market conditions as
exist for the subject valuation. No market conditions adjustments are warranted.

Locational, Quality, Age and Condition and General Adjustments

The sales used indicate a range between $76.47 to $122.79 per square foot. They
range between $40,625 to $70,000 per unit. The sales occurred between October
1994 and June 1996 and are the best available sales comparables for use in
comparison to the subject property due to their generally similar physical and
economic characteristics.

It is noted here that we reviewed several motel/hotel sales in the local market
area which occurred in the past two years and found most to have sold at prices
below the low end of the above range. Many of those properties are locally
oriented, poorly performing properties which did not represent viable investment
alternatives to the subject and thus they were not included in our analysis. We
had to broaden our search to a regional market since we considered the subject
property to have a regional investment and market appeal. While the sales used
are not direct comparables to the subject property, generally being in urban
locations and larger market areas, they are the best indicators of the subject's
value due to its economic and market characteristics which are more similar to
the sales used than to local sales, and due to its regional identity as part of
the regional chain with a good reputation and an established guest following.

Since the validity test for all adjustments in the sales comparison approach is
what the market reaction to differences will be, we conclude that the market's
reaction to one property over another is ultimately reflected in its stabilized
operating performance. Market preferences for dozens of amenities and
characteristics including neighborhood/location, pool/spa's, exercise rooms,
restaurants, shuttle services, continental breakfasts, free movie channels etc.
are all expressed in the economic productivity of the going concern. The better
the amenity mix the more the property generates. Conversely, if the operations
and facilities fail to meet local standards and customer preferences, this will
be reflected in a lower economic performance.


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DIRECT COMPARISON APPROACH (Continued)

Therefore, individual adjustments for property characteristics are not even
attempted here. Developing statistical correlation to determine the relative
contribution to total property value of various amenities or locational
characteristics would become absurdly complex. Instead we focus on the range of
values indicated on a per unit basis and on the value indicators that indicate
economic productivity and return potential. These are the gross revenue
multiplier (GRM) and the overall capitalization rate (OAR).

Gross Revenue Multipliers

We were careful to select our primary comparable sales from within the general
region of the subject property where similar economies and social factors impact
value. However when we attempted to verify income and operating expense
information for the sales referenced herein we were only able to confirm data
for two of the six sales profiled here. This is simply too small a sampling to
develop reliable GRM and OAR indicators for estimating values through the Sales
Comparison Approach. Therefore we have summarized these sales together with four
other supplementary sales for which income/expense data and GRM/OAR indicators
could be extracted and verified. These sales are summarized on the table on the
previous page.

These sales represent a broader cross-section of hotel properties encompassing
limited and full service properties, and include some middle and upper tier
market operations. The subject is operating at approximately 50 percent
occupancy levels and at an average daily rate of less than $50 which results in
a poor cash flow to the bottom line. The net operating income is less estimated
by us in the Income Approach just at 20 percent. This is approximately half of
what successful hotel operations atypically perform at. As such the GRM
applicable to the subject should be approximately half of those indicted by the
sales or from 1.8 to 2.0 GRM. We have estimated a GRM of 2.0 as applicable to
the subject property which indicates a value of:

                 $427,335 GRM x 2.0 =         $854,670

                 Rounded                      $850,000

Value Per Unit

Recognizing that these indicators yield somewhat divergent values, we must point
out that without a highly detailed, multi-factorial quantitative adjustment
process, the sales comparison approach is going to yield the most divergent
array of value indicators of the three approaches. Attempting to apply
"reasonable" adjustments injects so much subjectivity into the analyses that we
conclude the principal benefits of the direct sales comparison approach are
diagnostic rather than projective. They may reveal operating, economic and
functional anomalies of the subject property but in the end prove marginal at
actually predicting value.


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                                  ------------------------
                                  SUPPLEMENTAL HOTEL SALES
                                  ------------------------

<TABLE>
<CAPTION>
====================================================================================================================================
                             Date of     Year  Building   No of       Gross                  Sale     Price/    Price/
No.  LOCATION                   Sale    Built    Area     Units      Revenue      NOI       Price     Sq. Ft.    Unit    GRM    OAR
====================================================================================================================================

<C>                           <C>        <C>     <C>        <C>    <C>         <C>       <C>           <C>     <C>      <C>   <C>   
1    Comfort Inn              May-95     1990    30,740     58     $685,540    $288,000  $2,800,000    $91.09  $48,276  4.08  10.29%
     13207 NE 20th Avenue                                                                                                     
     Vancouver, WA                                                                                                            
                                                                                                                              
2    Capital Inn/Days Inn     Jan-95     1990    29,949     81     $778,745    $373,765  $3,320,000   $110.86  $40,988  4.26  11.26%
     120 College Street                                                                                                       
     Lacey WA                                                                                                                 
                                                                                                                              
3    Quality Inn              Oct-95  1977/86    29,200     73     $685,200    $293,760  $2,625,000    $89.90  $35,959  3.83  11.19%
     1545 NE Burnside                                                                                                         
     Gresham OR                                                                                                               
                                                                                                                              
4    Embassy Suites           Feb-95     1988    71,664    102   $1,900,000    $690,400  $8,000,000   $111.63  $78,431  4.21   8.63%
     706 S. Milton Road                                                                                                       
     Flagstaff, AZ                                                                                                            
                                                                                                                              
5    Ameritel Inn             Jun-96     1991    48,966     94   $1,652,218    $823,838  $6,110,000   $124.78  $65,000  3.70  13.48%
     Confidential                                                                                                             
                                                                                                                              
6    Bellevue Hilton          Aug-95     1979   122,369    180   $3,945,000  $1,107,000 $12,300,000   $100.52  $68,333  3.12   9.00%
     100 ll2th Street NE                                                                                                      
     Bellevue WA                                                                                                              
                                        Mean:                                                         $104.79  $56,165  3.87  10.64%

     Unadjusted Ranges:                $89.90   to    $124.78 /Sq.Ft.                                                        
                                      $35,959   to    $78,431 /Unit
                                         3.12   to       4.26 GRM
                                        8.63%   to     13.48% OAR
</TABLE>


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DIRECT COMPARISON APPROACH (Continued)

The primary sales comparables were consider on a broad basis and all are
superior in location and operating results. If the subject was more successful
in operations they would suggest a value in the low $40,000's per unit range.
However, the sales are superior in operating results and achieve lower expense
ratios, resulting in a net income to the property of twice that achieved by the
subject. As such we expect the subject to be at half the value per room as that
indicated in general by the comparable. We estimate that due to the subject's
marginal economic and higher risk stable cash flows as compared to the sales the
subject should command a value of $20,000 per room or:

                     48 Units @ $20,000 per Unit = $960,000

                               Conclude @ $960,000

Correlation of Value

The two units of comparison applied indicate a range of value for the subject
property between $850,000 and $960,000. We have selected a value indication at
the middle of the two indications, as follows:

                                Conclude $900,000
                                         ========


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                                 INCOME APPROACH

The Income Approach is premised upon the principle of anticipation which holds
that value is determined by the present worth of the anticipated future
benefits. These benefits in the case of an income producing property are the net
cash flows, the reversion at the end of the holding period, and the inherent tax
benefits afforded an owner of income property.

In this approach, the value is estimated by the capitalization of the expected
future net income. Capitalization is the process of converting an income stream
into a single capital value. This is the amount that a prudent, typical informed
purchaser would pay as of the valuation date for the right to receive the
forecast net income over the specific period.

In order to make relatively accurate income and expense projections for the
subject property, we have relied on the subject's actual operating history for
the past three years, plus the trailing 12 months ended August 1996. We also
relied on market conditions, lodging industry reports and our survey of lodging
competition in the subject's area. We also analyzed local industry trends from
Star Reports as prepared by Smith Travel Research.

As a part of our analysis to develop the potential gross income of the subject,
the appraiser has conducted a survey of hotel facilities considered to be
competitive with the subject property. The survey focused on hotels which are
considered to be primary competition to the subject. These hotels are summarized
on the following page.


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<TABLE>
<CAPTION>
                          SUMMARY OF COMPETITIVE HOTELS

                                NO OF     RACK
NO.   LOCATION                  ROOMS     RATE                 COMMENTS
- --------------------------------------------------------------------------------------------------
<S>                             <C>       <C>                  <C>              
1.    Comfort Inn               48        $43-50 Single        2 story, exterior
      2211 Girard St.                     $53-59 Double        corridors, small pool,
      Delano                              +$5/Extra Person     cable TV, restaurants nearby. 
                                                               Located 2 sites south of the 
                                                               Shilo Inn.

2.    Green Gable Inn           58        $45-48 Single        Hotel is located in
      1010 E. Prosperity Av.              $50-58 Double        nearby Tulare,3 story,
      Tulare                              8 suites available   interior corridors, pool, spa, 
                                                               exercise sauna, exercise room, 
                                                               meeting room and, restaurants nearby

3.    Best Western Town         93        $48-51 Single        Two story interior
      & Country Lodge                     $54-58 Double        corridors, ranch style
      1051 N. Blackstone                                       pool, spa, sauna, 
      Tulare                                                   exercise meeting
                                                               room, restaurants nearby, 
                                                               refrigerators & some microwaves

4.    Inns of America           90        $30-38 Single        3 story, exterior
      1183 N. Blackstone St.              $38-43 Double        corridor, heated pool
      Tulare                                                   cable TV, restaurants
                                                               nearby

Subject-Shilo Inn               48        $49-55 Single        Three story, interior
2231 Girard Street                        $58-66 Double        corridor hotel, pool,
Delano, CA                                 $9/extra person     spa, free popcorn,
                                                               continental breakfast, 
                                                               Cable TV, restaurants nearby
</TABLE>


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                             Competitive Hotels Map


                                [GRAPHIC OMITTED]


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                             COMPETITIVE HOTEL NO. 1


                                [GRAPHIC OMITTED]



                             COMPETITIVE HOTEL NO. 2


                                [GRAPHIC OMITTED]


                                                                              74
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                             COMPETITIVE HOTEL NO. 3


                                [GRAPHIC OMITTED]



                             COMPETITIVE HOTEL NO. 4


                                [GRAPHIC OMITTED]


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INCOME APPROACH (Continued)

MARKET SUPPLY

The directly competitive lodging market includes the Shilo Inn and four other
lodging facilities as shown on the previous summary page. These four competing
hotels were chosen because of their direct comparability. We have excluded two
other motels located in Delano as they are not considered comparable to the
subject. These are the Sundance Inn and the Pioneer Motel both of which are
low-end, limited-service properties offering very inexpensive room ($21 to $25).
While the Sundance Inn contains 60 rooms and the Pioneer Motel 40, these 100
rooms are suitable for a different market segment and are therefore excluded.

In addition to the Comfort Inn which is two sites south of the subject in
Delano, we selected our rental comparables from Tulare which is the next
mid-size city traveling north on Highway 99. This community of 33,200 is much
more comparable to the subject than would be the case with properties in
Bakersfield which is the next city to the south of Delano.

SUMMARY OF THE COMPETING LODGING MARKET

The 45 room Comfort Inn was completed in 1991 and has a similar 2 diamond Triple
A rating as the subject. Like the Shilo, this property does not have any meeting
rooms. This property only has a heated pool for amenities while the subject has
a pool and a spa (which is currently being re-tiled). Some of the rooms do have
an oversize whirlpool tub. The rooms are "bare bones" and do not have a tasteful
appeal as do the rooms in the Shilo Inn; however, the exterior of this motel is
much more attractive than the Shilo given its newer construction and better
quality clay tile roof. The subject has an unattractive brown composition roof
which is atypical for Shilo and gives the property a lower-end outward appeal. A
review of the subject's operating statements reveals that incomes and occupancy
has steadily declined since 1991 when the Comfort Inn was completed.

The 58 room Green Gable Inn is very similar to the Shilo Inn in terms of
construction (3 story, interior corridor). The location of this hotel (and
comparables three and four) is at the intersection of Highway 99 and Prosperity
Avenue in Tulare. The attractions in the area are superior to Delano as there is
a newer factory outlet mall and a cluster of shopping centers at this
intersection. Further, a new Wal-Mart is being built in the immediate area. The
superior nature of the location is evidenced by the abundance of hotels which
has the effect of flattening room rates to the level that the Shilo and Comfort
Inn charge down in Delano where these two are the only competing hotels (in this
market segment).

The 96 room Best Western is a sprawling, ranch style facility that is 2 story
construction. This is a full-service facility that earned a 3 diamond rating
from AAA. Although a superior property, the room rates are similar to the
subject given the lesser competition in Delano than Tulare.

This 90 room limited-service motel is clustered with rental comparables 2 and 3
in the Tulare market. This facility offers lesser amenities and lower rates
because of the greater competition in the local market.


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INCOME APPROACH (Continued)

Summary

Conditions within the hotel industry in Delano, California have grown a great
deal more competitive since 1991 with the completion of the nearby Comfort Inn.

Conclusions

Data compiled by Smith Travel Research, Inc. clearly reveals an industry
besieged by strong competition, declining average occupancy, declining
aggregated room demand, and declining revenue and ADR. The trends in the late
1980s and early 1990s were strong and encouraged an over-supply of rooms which
is currently the case in the city of Delano. Recently, however, tourism is
increasing throughout the state. Memories of civil unrest in Los Angeles are
fading and the film and motion picture industry continues to glamorize the West
Coast bringing it to the attention of travelers world-wide.

Other positive national indicators for the industry include attractive
financing/refinancing for existing properties after reaching 10 year low rates
in late 1995. This has substantially reduced fixed charges and enhanced gross
profit margins. Construction financing is still generally scarce as
institutional lenders and investors finish working through the oversupply
conditions of the 1993-1995 time frame. This should inhibit non-economic
expansions of the room supply and should facilitate ADR stabilization in 1996.
We conclude that national trends are becoming generally more positive for the
lodging industry at this time, as foreclosure and liquidation activity has been
largely worked through.


- ----------                                                                    77
James Ratkovich & Associates, Inc.
<PAGE>

- --------------------------------------------------------------------------------
                                                             SHILO INN
# of Rooms               48                                  2231 Girard Street
                                                             Delano CA
- --------------------------------------------------------------------------------
Building Area        19,200 sf           RECONSTRUCTED HISTORICAL OPERATING DATA
================================================================================
<TABLE>
<CAPTION>

                                          1993                        1994                         1995                  
=============================================================================================================================
<S>                                     <C>        <C>      <C>      <C>        <C>      <C>      <C>        <C>      <C>    
Occupancy Rate                            65.80%                      52.10%                       50.10%                    
Average Room Rate                         $41.52                      $46.93                       $47.21                    
- -----------------------------------------------------------------------------------------------------------------------------
REVENUES                                          %Total  Per Room             %Total  Per Room             %Total  Per Room 
Room Rentals                            $477,510   96.8%    $9,948   $427,940   97.1%    $8,915   $414,103   97.9%    $8,627 
Restaurant                                     0    0.0%        $0          0    0.0%        $0          0    0.0%        $0 
Telephone                                 10,842    2.2%      $226      9,370    2.1%      $195      7,209    1.7%      $150 
Other Income                               4,916    1.0%      $102      3,449    0.8%       $72      1,875    0.4%       $39 
- -----------------------------------------------------------------------------------------------------------------------------
Total Revenue                           $493,268  100.0%   $10,276   $440,759  100.0%    $9,182   $423,187  100.0%    $8,816 
                                                                                                                   
EXPENSES                                                                                                           
Departmental Expenses                                                                                              
Rooms Department                         153,610   31.1%    $3,200    152,446   34.6%    $3,176    152,135   35.9%    $3,169 
Food & Beverage                           10,805    2.2%      $225      9,154    2.1%      $191      9,302    2.2%      $194 
Telephone                                  6,887    1.4%      $143      8,143    1.8%      $170      5,862    1.4%      $122 
                                                                                                                   
Undistributed Operating Expenses                                                                                   
Administrative & General                  31,058    6.3%      $647     21,038    4.8%      $438     21,445    5.1%      $447 
Management                                24,683    5.0%      $514     22,038    5.0%      $459     21,159    5.0%      $441 
Marketing                                 22,092    4.5%      $460     29,616    6.7%      $617     31,503    7.4%      $656 
Utilities                                 45.188    9.2%      $941     46,946   10.7%      $978     43,491   10.3%      $906 
Property Operations & Maintenance         27,490    5.6%      $573     18,687    4.2%      $389     12,509    3.0%      $261 
Capital Expenditures                      15,239    3.1%      $317     10,130    2.3%      $211      3,102    0.7%       $65 
Miscellaneous                              1,113    0.2%       $23        888    0.2%       $19        866    0.2%       $18 
                                                                                                                   
Fixed Charges                                                                                                      
Property Tax & license                    11,309    2.3%      $236     10,851    2.5%      $226     12,611    3.0%      $263 
Insurance                                  4,613    0.9%       $96      4,995    1.1%      $104      4,838    1.1%      $101 
- -----------------------------------------------------------------------------------------------------------------------------
Total Expenses                          $354,087   7l.8%    $7,377   $334,932   76.0%    $6,978   $318,823   75.3%    $6,642 
                                                                                                                   
NET OPERATING INCOME                    $139,181   28.2%    $2,900   $l05,827   24.0%    $2,205   $104,364   24.7%    $2,174 
- -----------------------------------------------------------------------------------------------------------------------------

<CAPTION>                                                                                                         
================================================================================
                                         Trailing 12
                                         Months 8/96
================================================================================
<S>                                     <C>                <C>          <C>   
Occupancy Rate                           47.00%
Average Room Rate                        $47.50
- --------------------------------------------------------------------------------
REVENUES                                                  %Total      Per Room
Room Rentals                            $393,013           97.8%        $8,188
Restaurant                                     0            0.0%            $0
Telephone                                  6,495            1.6%          $135
Other Income                               2,220            0.6%           $46
- --------------------------------------------------------------------------------
Total Revenue                           $401,728          100.0%        $8,369

EXPENSES
Departmental Expenses
Rooms Department                         157,797           39.3%        $3,287
Food & Beverage                            8,687            2.2%          $181
Telephone                                  5,495            1.4%          $114

Undistributed Operating Expenses
Administrative & General                  20,363            5.1%          $424
Management                                20,086            5.0%          $418
Marketing                                 32,680            8.1%          $681
Utilities                                 38,805            9.7%          $808
Property Operations & Maintenance         13,455            3.3%          $280
Capital Expenditures                       4,128            l.0%           $86
Miscellaneous                                888            0.2%           $19

Fixed Charges
Property Tax & license                    12,714            3.2%          $265
Insurance                                  4,916            1.2%          $102
- --------------------------------------------------------------------------------
Total Expenses                          $320,014           79.7%        $6,667

NET OPERATING INCOME                     $81,714           20.3%        $l,702
- --------------------------------------------------------------------------------
</TABLE>


                                                                          78
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN

                               Bakersfield, CA                  11/07/96 Page: 3
                               RESPONSE REPORT                  Report #: Res-14


                                                        Zip                     
STR CODE   Name of Establishment        City        ST  Code   Telephone        
- --------   ---------------------        ----        --  ----   ---------        
   21656   HERITAGE INN                 RIDGECREST  CA  93555  (619) 446-6543   
   24407   PIONEER MOTEL                RIDGECREST  CA  93555  (619) 375-1591   
   24399   ELDORADO MOTEL               RIDGECREST  CA  93555  (619) 375-1354   
   24408   QUALITY RIDGECREST           RIDGECREST  CA  93555  (619) 375-9731   
   24675   DEVONSHIRE INN               ROSAMOND    CA  93560  (805) 256-3454   
    2129   BEST WESTERN MOUNTAIN INN    TEHACHAPI   CA  93561  (805) 822-5591   
   25054   SKY MOUNTAIN RESORT          TEHACHAPI   CA  93561  (909) 822-5581   
   15996   TRAVELODGE TEHACHAPI/SUMMIT  TENACHAPI   CA  93561  (805) 823-8000   
                                                                                
                                                                                

                        ---- 1995 ----- --------------- 1996 --------------
STR CODE   YEAR  ROOMS  SEP OCT NOV DEC JAN FEB MAR APR MAY JUN JUL AUG SEP
- --------   ----  -----  --------------- -----------------------------------
   21656           125  
   24407   7406     29  
   24399   7506    119                                   X   X
   24408   7806     88   X           X   X   X   X   X   X   X   X   X   X
   24675            30  
    2129   7305     74   X   X   X   X   X
   25054            86  
   15996   9102     81   X   X   X   X               X   X   X   X   X   X
                  ----  
                  7338       X -Denotes data received by Smith Travel Research.
           
<PAGE>

2231 Girard Street, Delano, CA


INCOME APPROACH (Continued)

Occupancy and Room Revenue Estimates

The subject's reconstructed historical operating summary, as provided by the
Shilo Inn, is located on the previous page. Occupancy changed from 66 percent in
1993 to 52 percent in 1994, to 50 percent in 1995 and is 47 percent for the
trailing 12 months. The occupancy figures for the past three years indicate the
effect of the regional recession, which is expected to lift in certain locations
like Los Angles and Orange County. The subject is not expected from such revival
in the immediate future. We expect occupancy to remain at levels of the past
three years. The average daily room rate has increased from $41.52 in 1993 to
$47.50 in 1996. We expect the subject property to maintain its operation within
this range of the market for the foreseeable future.

The Smith Travel Research report located in the addenda indicates that occupancy
market wide was 64.8 percent in 1993, 60.4 percent in 1994, 56.8 percent in 1995
and is achieving 57.1 percent in the first nine months of 1996. The average
daily rates have not changed from $43.45 in 1993 to $43.82 in 1996. These
figures reflect support for the subject's operations.

Based on our analysis of the competitive market area and the subject's
operations, it is our opinion that the subject will achieve an average occupancy
rate of 50 percent in 1997 and for the duration of our analysis. An average
daily rate of $47.50 for year one, projected to increase at an annual rate of 3
percent per year.

Other Revenues

Other revenues include telephone income, estimated at 2.0 percent of room
revenues and miscellaneous other income from vending machines and similar items,
which is estimated at 0.7 percent of room revenues. The subject's history is the
best indicator of these revenue.

EXPENSE ANALYSIS

In addition to the subject's actual historical operating data, previously
presented, we have reviewed expense data as reported in Trends by PKF
Consulting, and Star Travel Research which are both located in the addenda.

Departmental Expenses

Rooms

Room expenses include salaries, wages, payroll taxes and fringe benefits for
front desk staff and housekeeping personnel; general hotel expenses (excluding
franchise fees); guest room supplies; cleaning supplies; laundry, linen;
reservations/booking expenses; travel agent commissions; and numerous other
small expense categories. PKF industry standards indicate a range from $3,166 to
$3,950 per room. Star Research reports rooms department expenses to range from
$3,208 to $4,432. The subject's reconstructed historical data indicates a range
from $3,176 to $3,287 per room. The subject is operating at stable and
consistent levels which are below industry averages. We have projected $3,200
per room for departmental room expense which is near the subject's actual
historical performance. We believe that a typical buyer for the subject property
would a similar chain operation or even larger organization that can achieve the
same efficiencies that the current operations have demonstrated.


- ----------                                                                    79
James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


INCOME APPROACH (Continued)

Telephone

Telephone expenses include monthly service charges, local and long distance
charges billed by the phone company. The subject property utilizes a discount
rate long distance provider which bills in six second increments, and offers
discounted long distance rates. Although the ratio of phone revenues to expenses
are in line with the industry standard at about 2:1, these operations comprise a
small percentage of revenue. We have utilized an expense ratio of 70 percent of
telephone revenues based on historical data.

UNDISTRIBUTED OPERATING EXPENSES

These expenses reflect the expenses and fixed overhead items which are not
attributable to any specific activity or profit center but are required to
maintain the going concern operation. These include Administrative and General
Expenses; Franchise Fees; Marketing and Guest Entertainment costs; Property
Operation and Maintenance Costs; Energy / Utility Costs and miscellaneous other
unallocated departmental costs.

Administrative and General

These expense items include: administrative staff salary/wages, payroll taxes
and benefits; bookkeeping and accounting; vehicle expenses; credit card
commissions; office supplies; printed materials; postage; professional and legal
fees; contract security; and owner/manager travel expenses, and bad debt
write-offs. PKF reveals that industry standards for administrative and general
expenses in the two property categories we compared the subject to ranged from
7.8% to 9.0%. Smith Travel indicates this expense to range from 9.1% to 9.4% for
the subject's categories. The subject expended between 4.8% and 6.3% for G&A
over the past four years. We conclude that the most subject's actual experience,
with some consideration to industry averages, is the best indicator of this
expense and have selected 5.5% for our projections.

Management Fees

The subject property is owner operated and the primary compensation paid to the
owner managers comes in the form of profit distributions. A portion of the
executive management compensation is also accounted for in Administrative
salary/wages which are also somewhat below industry averages by several
measures. A typical market derived management fee for an operation such as the
subject should run at least 3.0%-5.0% according to most reliable sources. PKF
industry standards indicate a range for management of 2.8% to 3.1%. Smith Travel
indicates 2.8% to 3.8% for management expense in the subject's categories. The
subject has a 5 percent internal accounting management fee. We have utilized a
management fee of 5.0 percent for our projections which is supported by industry
standards.


- ----------                                                                    80
James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


INCOME APPROACH (Continued)

Franchise and Marketing Expense

Franchise and marketing expense includes charges for regional or national chain
affiliations or franchise, expenses for advertising, promotional literature and
activities. Historically the subject has expended between 4.5% to 7.1% for
advertising and there is no franchise fee since the subject is company owned.
PKF industry standards indicate advertising expense to range from 3.7% to 3.9%
and franchise fees to range from 0.9% to 1.9%. Smith Travel indicates 3.7% to
6.6% for advertising and 1.7% to 3.5% for franchise fees. Despite the current
level of the subject's expenditures, we used the industry standards for our
projections, since we look at typical owner requirements rather than Shilo's
actual corporate profile. We have utilized a rate of 3.0% for franchise and 5.0%
for marketing, for a total of 8%, based on our estimate of the appropriate costs
for the subject property to continue to perform at current levels.

Energy / Utility Costs

Expenses in the Energy/Utility category are highly consistent over the previous
four years of operation. We note that the Pacific Northwest has the lowest
energy costs of any region of the US because of the relative abundance of
hydroelectric power. The subject has expended between 9.2 to 10.7 percent in
utility expenses in the past four years. PKF industry standards indicate a range
from 3.9 to 5.0 percent and Smith Travel indicates a range from 4.8% to 6.3%. We
have utilized 10.0 percent for our analysis based on the subject's historical
data.

Property Operations and Maintenance

This category includes automotive maintenance; Building expenses; computer
equipment and software systems; Copy Machine/Fax machine maintenance;
maintenance contracts; grounds maintenance; painting and decorating; swimming
pool/spa maintenance contracts; TV repairs; tools and other miscellaneous
expenses. The subject has historically spent between 3.3 and 5.1 percent for
repairs and maintenance which includes some capital improvements expenses. PKF
industry standards indicate a range from 4.5 to 6.2 percent and Smith Travel
indicates 4.2% to 5.2% for this item. We have utilized a rate of 4.0 percent
based on the subject's most recent historical data and industry standards.

FIXED CHARGES

Property Taxes

Properties in California are reassessed to market value upon sale and we have
projected the subject's future taxes at $9,900 in year one based on a tax rate
of 1.1% of the appraised value. Taxes increase at 2 percent per year, the
maximum allowed by state law.


- ----------                                                                    81
James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


INCOME APPROACH (Continued)

Property Casualty Insurance

Insurance has been consistent during the last four years between 0.9 and 1.2
percent of total revenue which is slightly below the 1.0% to 1.2% level
suggested by the industry standard data. A one year premium for fire and
extended coverage and liability has been estimated at 1.15 percent. Industry
averages are above the actual history of the subject but these are a general
indicator overall, highly dependent on location and negotiations. In the final
analysis we relied on the subject's history.

Replacement Reserves

The short-lived building components and equipment which require replacement and
for which a reserve account should be set up consist of roof covering, floor
covering, draperies, water heaters, air conditioning systems and other
mechanical systems servicing the buildings and other capital expenditures. Since
these expenses are bound to occur, we have accounted for this expense item as a
percentage of total revenue. Some of the replacement items are included in
normal maintenance, supplies and room expense items.

The International Society of Hospitality Consultants released a comprehensive
study in 1995 which examined historical industry-wide CapEx expenditures for the
10 year period from 1983 through 1993. The study, funded by 16 high profile
national and international hospitality management companies, lenders and hotel
operators concluded that the historical convention of reserving only 2%-3% of
gross revenues was inadequate for funding the actual capital outlays required to
maintain a property in a typically competitive market. They concluded that
capital expenditures for limited service properties averaged 3.7%.

They also noted that CapEx expenditures increased significantly as a hotel ages
with a spike every 7 to 9 years when major renovations of guest rooms and public
areas are required. They pointed out that properties in their survey data built
before 1981 averaged CapEx outlays of 9.6% of annual gross revenue. What this
clearly reveals is that historical reserves have been grossly underestimated and
have caused financial distress for both financiers and operators of hotel
properties. The bottom line of the study is that properties over 7 to 8 years
old, and certainly those over 10 years old will require reserves of roughly 2.5
times to 3.0 times the traditionally accepted reserve allowance. For upper-tier,
limited service properties and lower-tier, full service properties this will
equate to a total CapEx reserves of 4%-5% at a minimum, depending on age, method
of construction, historical occupancy/use levels and prior CapEx investment.

We have divided reserves charges into two categories: Furniture, Fixtures &
Equipment and Improvement Reserves. The furniture, fixtures and equipment used
in the operations of the subject property is charged at a rate of 3.0 percent of
total revenue based on industry standards and our estimate of the useful life of
the subject's FF&E. The improvements reserve for replacement expense is
estimated at 2.0 percent of total revenue.


- ----------                                                                    82
James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


INCOME APPROACH (Continued)
Capitalization Analysis

Direct Capitalization: This technique employs the use of an overall rate. This
is an annual percentage rate that expresses the relationship between net
operating income and the present worth of the property. The term overall rate
reflects the fact that the rate incorporates capital appreciation or
depreciation along with a return on net income. The overall rate must represent
what informed, prudent and rational investors are requiring and obtaining for
similar, competitive properties in the current market.

Overall Rate Derivation / Direct Capitalization: The first estimate of value we
develop through the Income Approach is developed with the Direct Capitalization
Technique, which utilizes the overall capitalization rate. This is an aggregated
rate that expresses the relationship between a single year's stabilized net
operating income, and the present worth of the property. The term overall
capitalization rate, or simply, overall rate (OAR), indicates that the rate
encompasses all market derived return requirements including capital
appreciation or depreciation, a baseline return on net income, plus any risk
related return premiums dictated by the market's perception of the risk elements
attendant to ownership and operation. The overall rate should represent the
income to value ratio that typically informed, economically motivated, prudent
and rational investors would require and obtain, when investing in similar,
competitive properties in the current market.

Ideally, the market transactions referenced in the overall rate derivation
should be open market sales of regionally competitive hotel properties, with
generally similar income streams and expense ratios. The summary contained in
the Direct Comparison Approach indicates overall rates derived from only two of
the primary market comparable sales. A Supplemental Summary of Hotel Sales has
also been produced to show the overall rates indicated in a variety of other
hotel sales in a broader survey of the Pacific and Inland Northwest.

The sale of the Bellevue Hilton, which sold in August 1995, indicated an overall
rate of 9.00%. This was the lowest OAR and it could be regarded as anomalous,
relative to the other market indicators and investors surveys compiled by us. We
surmise that the price may have reflected substantial unrealized income
potential or operating economies not superficially obvious from the reported
data.

The balance of the supplemental sales suggested OAR's ranging from the low 10 to
high 11 percent except for Supplemental Sale No. 5, the Ameritel Inn, which
reported an OAR of 13.48% Although the price/unit appears to fall within the
range of the other surveyed transactions, the OAR of Sale No. 5 appears well
above the indicated range for a property of it's age, and apparent quality. We
are, therefore, disinclined to emphasize the OAR of this sale as an indicator
for the subject


- ----------                                                                    83
James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


INCOME APPROACH (Continued)

Capitalization Analysis

National Investor Surveys compiled from a variety of respected industry sources
provide additional insight into investor expectations and underwriting
assumptions which may me relevant to the analysis of the subject. For reader
convenience we have compiled a survey of the surveys which is presented on the
following page. The Korpacz Real Estate Investor Survey, Third Quarter 1996,
indicates the average free and clear equity overall rate for hotel properties is
12.75 percent, as compared to 12.53 percent for the previous quarter and 12.79
percent a year ago.

According to the First Quarter 1996, National Investor Survey conducted by CB
Commercial, going in cap rates for Class A, Full Service Hotel properties ranged
between 8.00% and 12.00% and average 10.30%. Class B, Limited Service Hotels
ranged from 9.00% to 13.00% and averaged 11.30%. Our classification of the
subject as an upper tier Limited service, or lower tier full service hotel
suggests an OAR in the low 11% range.

According to the First Half 1996, Hotel Investment Outlook prepared by Landauer
Hospitality Services, going in cap rates for Class A, Full Service Hotel
properties ranged between 7.00% and 13.00% and averaged 9.75%. Class B, Limited
Service Hotels ranged from 10.00% to 14.00% and averaged 11.55%. Again, our
classification of the subject as an upper tier Limited service, or lower tier
full service hotel suggests an OAR in the low 11% range.

According to TransActions 1995 Recap, published by Hotel Motel Brokers of
America the Mountain Pacific Region had an average overall rate of 12.7 percent
for all hotels and ranged between 9.4 and 14.5 percent. These sales totaled 38
hotels with an average 66 units per hotel. They had an average occupancy of 55.2
% and an average daily rate of $42.68. which is lower than the subject's
operating levels. Nationally the rates ranged from 9.1% to 14.8%, and averaged
11.80% for all HMBA transactions. We observe that HMBA member brokers were
primarily involved in sales of individually owned properties and not the larger
institutional, and multi-property transactions included in the survey results
compiled by the national consulting firms. We think the HMBA transactions may
represent a slightly lower grade of properties than the subject property.


- ----------                                                                    84
James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


INCOME APPROACH (Continued)

Capitalization Analysis

PKF Consulting, one of the most respected names in the hospitality industry
identifies OAR's ranging from 8.00% to 11.30% for Class A properties and an
average of 10.88%. Class B properties range from 8.50% to 14.50%, averaging
11.76%. Their results are consistent with the other industry consultants cited.

OAR Conclusion / Indication of Value

In attempting to select an appropriate OAR for the direct capitalization value
work up for the subject we have considered the following:

*     The subject property is a middle tier, property defined by its franchise
      flag and has a high level and quality of operations and other guest
      amenities relative to its competitive market.
*     The subject property is an 8 year old hotel and is well maintained with
      good appeal but weak operations.
*     The current competitive position of the subject in its market area is
      fairly strong in its niche as new competition will likely be impeded by
      development costs and restrictive market conditions for new development.

Based on these factors, our Direct Sales Comparison Analyses and our survey of
hospitality industry consultants, we conclude that the appropriate OAR for
developing a value estimate for the subject property through the Direct
Capitalization Technique is 11.00%. Dividing the projected stabilized Net
Operating Income by the selected OAR yields an indication of fee simple value
for the going concern operation, as of the current appraisal date in the amount
of:

                                    $785,767
                                    ========

Yield Capitalization / Discounted Cash Flow Analysis

A discounted cash flow analysis has been made on the premise that the value of
the subject property is represented by the present worth of the anticipated
future net income stream. The projected income stream is based on an analysis of
the quality, as well as the quantity and duration, of the income expectancy.
This income stream is discounted to present value using a discount factor and
then added to the present worth of the property reversion. The property
reversion is calculated by capitalizing the net income from the property into an
indication of value using a capitalization rate extracted from the general
market data of similar properties. This value is then discounted to present
worth.


- ----------                                                                    85
James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

In this analysis, we utilize a ten-year discounted cash flow projection which
represents the underwriting convention of the industry. Although we have not
profiled specific survey results we note that the average holding period for
hotel investments, according to at least two national consultants ranges from 6
to 10 years. One source referenced a 6.27 year average holding period in 1995
while the other referenced a 7.1 year average holding period. Ten to eleven
years, the period covered in our analyses, probably represents the outer limits
of what most investors reasonably anticipate as an investment holding period
since profit taking (dispositions) and normal business cycles seem to occur in
rolling five to seven year intervals.

Revenue and Expense Growth Rate

The survey results are self explanatory. We note that the emerging trend among
analysts and underwriters is a very thin but widening margin between income and
expense growth rates, with revenues leading. As this margin widens the positive
impact on value indications becomes geometric, and we think unreliable. As of
the date of this writing, one market watcher suggests that a rate differential
of 12 to 15 basis points represents the current market thinking. We think such
an assumption may be plausible during the early phases of an industry or
national economic recovery when revenue gains do generally exceed expense growth
rates by meaningful margins. Our perception is that strong industry performance
during the last two plus years will breed new competition placing downward
pressure on revenue growth. Nevertheless, industry vendors, subcontractors and
county tax assessors, not wanting to miss out on the "good times" should
continue with healthy price and assessment increases over the next couple years.
We think it prudent, therefore, to project both revenue and expense growth at
the same levels over the long haul. The survey results lead us to conclude on
annual growth factors of 3.00% for both revenue and expenses.

Terminal Capitalization Rate

Our rate selection is based on the survey results previously presented and our
perceptions of the subject property and its competitive position in the local
market. The survey results suggest that terminal capitalization rates generally
exceed the going in rates by 25 to 100 basis points. Utilizing moderate growth
rate assumptions, CapEx reserves, and moderately conservative discount rates (to
be discussed next) leads us to select a terminal cap rate 100 basis points above
the going in rate, or 11.50%.


- ----------                                                                    86
James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

Discount Rate Selection

The discount rate we utilized reflects the long term yield expectations of hotel
market investors, relative to other alternative investment opportunities in the
real estate markets available today. It also reflects current financial market
conditions and the perceived risk, quality and duration of the income stream
anticipated from each prospective investment. The yield rate used in the
Discounted Cash Flow Analysis is anticipatory rather than historical in its
reference point. The rate should consider all benefits and risks attendant to
the ownership and operation of that particular class of income property, and may
also anticipate tax considerations and leveraging issues that non-realty
investments do not. The appropriate rate is that minimum rate that the
individual, institutional or real estate investor considers a minimal acceptable
return on investment over the particular projection period analyzed. It may be
regarded as a hurdle rate, below which, the typical market investor would not
find sufficient returns to justify the investment, given the risks and
responsibilities attendant to that investment.

We have utilized two means of identifying an appropriate discount rate for the
subject property analyses. These are:

*     Survey of investors' acceptable yield rates

*     Capital market returns analysis plus risk rate

The National Investor Surveys previously referenced summarize the return
expectations of institutional and individual investors as they have been
compiled by five of the hospitality industry's most familiar and respected
consultants. Altogether they reveal a typical range of discount rates from 10.0%
to 20.0% with a convergent grouping of averages and medians clustered between
14.00% and 15.00%.

Built up Yield Rates can provide another indication of investors' motivations
and expectations regarding long term equity returns. These may be developed or
"built up" from the bond markets and other long term capital markets. However,
the quality and durability of a real estate income stream, and the marketability
of real property is generally considered less reliable (predictable) than other
capital market investments. Investors may purchase relatively risk free treasury
funds and sell them almost immediately when he or she chooses. Investments in
real estate require additional risk based yield premiums to compensate for their
additional risks and illiquidity. Therefore, one simple technique for estimating
the appropriate yield rate for real estate in general, and hotels specifically,
is to explore the yield relationships between relatively "risk free" investments
and real estate investments.


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James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

According to a market yield rate survey conducted by Real Estate Research
Corporation, the difference in yield rates between real estate and other
selected capital market investments over the last four quarters ranged from 2.4
percent to 5.6 percent. These differences may be regarded as market perceptions
the additional risks and illiquidity premiums required of real estate
investments in general. Comparing yield rates on investment grade real estate to
hotel investments reveals an additional yield rate differential of 1.00% to
3.00% which investors require of management intensive real estate such as
hotels. Hotels are actually much more than real estate operations. They are in
fact going concern business operations which are real estate intensive. The
additional management expertise and risks attendant to such enterprises dictates
another level of yield compensation. The following table shows some recently
published yields on bonds, which are an indication of long term investor's
pre-tax "safe rate" equity yield requirements:

                        Yields on Selected Securities
- --------------------------------------------------------------------------------
    Period        Aaa Bonds    Baa Bonds        Treasury    Treasury Securities
                                               Securities       (Five Year)
                                              (Long Term)
- --------------------------------------------------------------------------------
  March 1995        8.12%        8.70%           7.45%             7.05%
- --------------------------------------------------------------------------------
September 1995      7.32%        7.93%           6.55%             6.00%
- --------------------------------------------------------------------------------
  April 1996        6.80%        7.47%           6.05%             5.36%
- --------------------------------------------------------------------------------
    Average         7.41%        8.03%           6.68%             6.14%
- --------------------------------------------------------------------------------

Based on the stability of the revenues and potential marketability of the
subject as discussed previously, the discount rate could be reflected as
follows:

        "Risk Free" Capital Market Return Rate:                  8.00% +/-
        Real Estate Risk and Illiquidity Premium:                4.00% +/-
        Hotel-Going Concern Risk based premium:                  1.50% +/-
                                                                 ---------

        Total Return Expectation-Going Concern Hotels:           13.50% +/-

Based on the National Investor Surveys, the capital market risk based premium
rationale, and the specific characteristics of the subject property previously
enumerated we conclude the appropriate yield rate (IRR) to be utilized in the 10
year DCF is 13.50%.


- ----------                                                                    88
James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

Net Reversionary Value

The last component we must consider in the long term discounted DCF analysis is
the net reversionary interest in the property. The yield analysis explicitly
assumes full capital recovery at the end of the holding period, which is another
way of saying the sale or disposition of the property. Calculating a net
reversionary value is accomplished through a simple direct capitalization
technique utilizing the projected Year 11 NOI, and an appropriate terminal
capitalization rate. From the direct capitalization value indication we deduct
estimated selling costs, which will include brokers commissions, title costs,
legal costs and escrow fees. This net reversionary value is included in the Year
10 cash flow projections and is identified as the NOI + Reversion in the 10 Year
DCF spreadsheet on the following page.

Discounting the projected operational cash flows plus net reversionary value in
Year 10, by the appropriate yield rate produces an indication of Net Present
Value (NPV) in the amount of:

                                    $774,422
                                    ========

Correlation of Value Indications

The discounted cash flow schedule is located on the following page which
contains the income, expenses, discounting, reversion and direct capitalization.
We have given both indication equal weight overall. The indicated values and
conclusion of value, of the Fee Simple estate, via the Income Approach are
summarized below:


              Direct Capitalization - Fiscal 1997 Income - $785,767

                    Discounted Cash Flow Analysis - $774,422

                                Rounded $775,000
                                        ========


- ----------                                                                    89
James Ratkovich & Associates, Inc.
<PAGE>

                                                             SHILO INN
# of Rooms                                    48             2331 Girard Street
Growth Rate:                                  3.0%           Delano CA

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                              %Total              1           2            3             4              5           
Fiscal Year(12/1 TO 11/30)                    Revenue           1997         1998         1999          2000          2001          
====================================================================================================================================
<S>                                                  <C>        <C>         <C>           <C>           <C>            <C>          
Room Nights Available                                             17,520      17,520        17,520        17,520         17,520     
Number of Occupied Rooms                                           8,760       8,760         8,760         8,760          8,760     
Occupancy Rate                                                    50.00%      50.00%        50.00%        50.00%         50.00%     
Average Room Rate                                                 $47.50      $48.93        $50.39        $51.90         $53.46     
- ------------------------------------------------------------------------------------------------------------------------------------

REVENUES
Room Rentals                                         97.37%     $416,100    $423,583      $441,440      $454,684       $463,324     
Telephone                                             2.00%        3,322       8,572         3,829         9,094          9,366     
Restaurant Revenue                                    0.00%            0           0             0             0              0     
Other Income                                          0.70%        2,913       3,000         3,090         3,183          3,278     
                                                  ----------------------------------------------------------------------------------
Total Revenue                                        100.0%     $427,335    $440,155      $453,359      $466,960       $480,969     

EXPENSES
Departmental Expenses
 Rooms ($/room/year)                                 $3,200      153,600     l58,208       162,954       167,843        172,878     
 Telephone (% of Departmental Income)                 70.0%        5,825       6,000         6,180         6,366          6,557     
                                                  ----------------------------------------------------------------------------------
Total Departmental Expenses                           37.3%     $159,425    $164,208      $169,134      $174,208       $179,435     

Undistributed Operating Expenses
 Administrative & General                              5.5%       23,503      24,209        24,935        25,683         26,453     
 Management                                            5.0%       21,367      22,008        22,668        23,348         24,048     
 Furniture, Fixtures & Equipment Reserves              3.0%       12,820      13,205        13,601        14,009         14,429     
 Franchise & Marketing                                 8.0%       34,187      35,212        36,269        37,357         38,478     
 Utilities                                            10.O%       42,733      44,015        45,336        46,696         48,097     
 Property Operations & Maintenance                     3.5%       14,957      15,405        15,868        16,344         16,834     
 Miscellaneous                                         2.0%        8,547       8,803         9,067         9,339          9,619     
                                                  ----------------------------------------------------------------------------------
Total Undistributed Expenses                          37.0%     $158,114    $162,857      $167,743      $172,775       $177,959     

Total Expenses Before Fixed Charges                   74.3%     $317,539    $327,065      $336,877      $346,984       $357,393     

Income Before Fixed Charges                           25.7%     $109,795    $113,089      $116,482      $119,976       $123,576     

Fixed Charges
 Property Tax & License                           2.3% 2.0%        9,900      10,098        10,300        10,506         10,716     
 Insurance                                            1.15%        4,914       5,062         5,214         5,370          5,531     
 Buildings Reserve for Replacement                     2.0%        3,547       8,803         9,067         9,339          9,619     
                                                  ----------------------------------------------------------------------------------
Total Fixed Charges                                    5.5%      $23,361     $23,963       $24,581       $25,215        $25,867     

NET OPERATING INCOME                                  20.2%      $86,434     $89,126       $91,901       $94,761        $97,709     
Present Value of Income Stream                                    76,154      69,185        62,854        57,101         51,875     
Discounted at                                        13.50%
Total Present Value of Income Stream                                        $513,422

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
                                               6             7              8             9             10            11
Fiscal Year(12/1 TO 11/30)                    2002          2003          2004           2005          2006          2007
==============================================================================================================================
<S>                                           <C>           <C>            <C>           <C>           <C>            <C>     
Room Nights Available                           17,520        17,520         l7,520        17,520        17,520         17,520
Number of Occupied Rooms                         8,760         8,760          8,760         8,760         8,760          8,760
Occupancy Rate                                  50.00%        50.00%         50.00%        50.00%        50.00%         50.00%
Average Room Rate                               $55.07        $56.72         $53.42        $60.17        $61.98         $63.84

REVENUES
Room Rentals                                  $482,374      $496,845       $511,751      $527,103      $542,916       $559,204
 Telephone                                       9,647         9,937         10,235        10,542        10,858         11,184
 Restaurant Revenue                                  0             0              0             0             0              0
 Other Income                                    3,377         3,478          3,582         3,690         3,800          3,914
                                              --------------------------------------------------------------------------------
Total Revenue                                 $495,398      $510,260       $525,568      $541,335      $557,575       $574,302

EXPENSES
Departmental Expenses
 Rooms ($/room/year)                           178,064       183,406        188,909       194,576       200,413        206,426
 Telephone (% of Departmental Income)            6,753         6,956          7,165         7,379         7,601          7,829
                                              --------------------------------------------------------------------------------
Total Departmental Expenses                   $184,818      $190,362       $196,073      $201,955      $208,014       $214,254

Undistributed Operating Expenses
 Administrative & General                       27,247        28,064         28,906        29,773        30,667         31,587
 Management                                     24,770        25,513         26,278        27,067        27,879         28,715
 Furniture, Fixtures & Equipment Reserves       14,862        15,308         15,767        16,240        16,727         17,229
 Franchise & Marketing                          39,632        40,821         42,045        43,307        44,606         45,944
 Utilities                                      49,540        51,026         52,557        54,133        55,757         57,430
 Property Operations & Maintenance              17,339        17,859         18,395        18,947        19,515         20,101
 Miscellaneous                                   9,908        10,205         10,511        10,827        11,151         11,486
                                              --------------------------------------------------------------------------------
Total Undistributed Expenses                  $183,297      $188,796       $194,460      $200,294      $206,303        212,492

Total Expenses Before Fixed Charges           $368,115      $379,158       $390,533      $402,249      $414,317       $426,746

Income Before Fixed Charges                   $127,283      $131,102       $135,035      $139,086      $143,258       $l47,556

Fixed Charges
 Property Tax & License                         10,930        11,149         11,372        11,599        11,831         12,500
 Insurance                                       5,697         5,868          6,044         6,225         6,412          6,604
 Buildings Reserve for Replacement               9,908        10,205         10,511        10,827        11,151         11,486
                                              --------------------------------------------------------------------------------
Total Fixed Charges                            $26,535       $27,222        $27,927       $28,651       $29,395        $30,591

NET OPERATING INCOME                          $100,748      $103,879       $107,107      $110,434      $113,863       $116,965
Present Value of Income Stream                  47,126        42,811         38,891        35,330        32,094
Discounted at                                    
Total Present Value of Income Stream             
</TABLE>

REVERSION ANALYSIS
- ------------------
Eleventh Year Income                       $116,965
Reversion Capitalized @                      12.00%
Reversion                                  $974,712                             
Less Sales Expense                             5.0%
Net Reversion                               925,976                             
Discount rate                                13.50%                             
Present Value of Reversion                              $261,060
                                                        --------

TOTAL PRESENT VALUE                                     $774,422

Concluded Value via Income Approach                     $775,000  $16,146 /Room
                                                        ======== 


            DIRECT CAPITALIZATION
- -----------------------------------------
Net Operating Income              $86,434       
   (1997)                                          
Overall Rate                       11.00%       
                              -----------
Indicated Value                  $785,767       
                                                

                                                                              90
<PAGE>

2231 Girard Street, Delano, CA


                          RECONCILIATION AND CONCLUSION

                      Cost Approach        $1,150,000
                      Market Approach      $900,000
                      Income Approach      $775,000
                                      
The approaches have various degrees of applicability depending on the
circumstances. The Cost Approach is usually relied upon when the improvements
are new, or nearly new and are fully utilized for their designed intent. The
Income Approach indicates the amount at which a prudent investor would pay for
the property. The Direct Comparison Approach reflects actual prices paid for
similar properties reduced to a unit of comparison.

The variance between the approaches does not invalidate any of them and is
expected since each approach reflects the differing attitudes and motivations of
the various sectors of the real estate market.

In this analysis, the Cost Approach is given the least weight due to its
limitations in being able to accurately reflect current market conditions, and
going concern elements of value. These conditions are directly related to the
income generating ability of the subject, which is best analyzed within the
Income Approach. The Cost Approach may therefore represent the least reliable
data source, and the method least likely to be referenced by the typical
investor. However, it would be of interest to anyone exploring the feasibility
of developing new facilities. Here their principal concern is whether functional
properties can be acquired for less than their current replacement cost. If the
answer were "yes", the decision to acquire rather than build should result.

The Sales Comparison Approach is based upon the principle of substitution. It is
based on the premise that an informed investor will pay no more than the cost to
acquire a similar, competitive property with the same utility as the subject. In
this analysis, numerous sales of comparable properties were surveyed and
analyzed and adjusted to compare to the subject. The strength of this approach
is that it is the purest reflection of market intentions with regard to the
subject. It's weakness is that it is the most difficult of all approaches to
verify and quantify since appraisers rarely have access to complete financial
and transactional records for sale comparables. Properly allocating value to
real estate, FF&E and other business components and verifying the actual and
projected operating revenues and expenses are several of the challenges
appraisers face. Developing market supported quantitative and qualitative
adjustment factors is also extremely problematic. Therefore, individual
interpretations of reported sale data can be somewhat varied which tends to make
value indications developed through this approach highly subjective. While data
reliability can be rather poor in some instances, this approach is generally
utilized by market participants for developing reasonable bracketing of value
and key benchmark ratios which are utilized in the primary valuation approach,
The Income Approach.


- ----------                                                                    91
James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


RECONCILIATION AND CONCLUSIONS (Continued)

The Income Approach is the primary approach utilized in estimating the value of
the subject. It has the benefit of generally being the most reliable approach,
since operating projections are developed from the detailed records of the
owners. It also is the approach given the most weight by knowledgeable market.

Participants who base the bulk of their investment decision making on projected
return analyses. Value estimates are developed through detailed economic data
including occupancy levels and ADR's through application of direct
capitalization rates and discount rates. Numerous well respected consultants and
industry leaders perform research and publish data which aids the appraiser in
formulating opinions of value. Clearly, the Income Approach is the most reliable
and verifiable of the three approaches and is also the de facto standard
utilized by all knowledgeable market participants. Therefore, the value
conclusions presented herein place the greatest weight on the indications of
value developed through the Income Approach.

Based on the foregoing analysis, the opinion has been formed by the appraisers
that the market value of the subject hotel property, as a going concern with all
furniture fixtures and equipment, subject to the limiting conditions included in
this report, as of December 1, 1996, of the Fee Simple Estate, As Is, was:

                                    $775,000
                                    ========

                      (Including Value of FF&E - $120,000)


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James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


                                  CERTIFICATION

The undersigned appraisers hereby certify that, to the best of their knowledge
and belief:

The statements of fact contained in this report are true and correct.

The reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions, and are our personal, unbiased
professional analyses, opinions, and conclusions.

We have no present or prospective interest in the property that is the subject
of this report, and have no personal interest or bias with respect to the
parties involved.

Our compensation is not contingent on an action or event resulting from the
analyses, opinions, or conclusions in, or the use of, this report.

Our analyses, opinions, and conclusions were developed, and this report has been
prepared, in conformity with the Uniform Standards of Professional Appraisal
Practice.

Mr. Steve Hemingway made a personal inspection of the property that is the
subject of this report. Mr. Hammad did not inspect the property.

In addition to the undersigned Mr. Steve Hemingway performed the original field
inspection, site, improvements, area and competitive market analysis and land
valuation.

The reported analyses, opinions and conclusions were developed, and this report
has been prepared, in conformity with the requirements of the Code of
Professional Practice of the Appraisal Institute.

The use of this report is subject to the requirements of the Appraisal Institute
relating to review by its duly authorized representatives.

This appraisal assignment was not based on a requested minimum value, a specific
value or the approval of a loan.

As of the date of this report, M. Hammad has completed the requirements of the
continuing education program of the Appraisal Institute.


/s/ M. Hammad
M. Hammad, MAI
Certified General Appraiser
CA No. AG002849


- ----------                                                                    93
James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


                           STATEMENT OF QUALIFICATIONS
                                  M HAMMAD, MAI

PROFESSIONAL AFFILIATIONS

      MAI, Member Appraisal Institute #10,868
      GAA, General Accredited Appraiser, National Association of Realtors
      Member San Fernando Valley Board of Realtors

EXPERT WITNESS

Qualified as expert witness before Los Angeles County and Orange County Superior
Courts and US Federal Bankruptcy Court and American Arbitration Association.

EDUCATION

University of California, Los Angeles (UCLA)
BA in Economics - 1977

LICENSES

      Certified General Appraiser, California
      #AG002849, Expires 2/1/97 Real Estate
      Broker, State of California

PROFESSIONAL HISTORY

HAMMAD & ASSOCIATES, INC.  Studio City, CA                1988 to Present
President
      Principal of real estate appraisal and consulting firm in commercial,
      industrial and income producing residential properties.

MARSHALL & STEVENS, Los Angeles, CA                       1986 to 1988
Director of Real Estate Valuation
      Manager and director of real estate appraisal group specializing in the
      appraisal of commercial and industrial real estate for large investors,
      corporations and major financial institutions.

WELLS FARGO REALTY ADVISORS, Marina Del Rey, CA           1985 to 1986
Assistant Vice President
      Appraisal officer specializing in appraisal of major properties for
      portfolio analysis, proposed joint venture developments and financing.

LAVENTHOL & HORWATH, Los Angeles, CA                      1984 to 1985
Associate Appraiser
      Assisted the National Director of Valuations in developing a new appraisal
      practice that specialized in hotel and motel valuation, mixed use and
      commercial real estate appraisal and feasibility analysis.


- ----------                                                                    94
James Ratkovich & Associates, Inc.
<PAGE>

2231 Girard Street, Delano, CA


                                     ADDENDA


- ----------                                                                    95
James Ratkovich & Associates, Inc.
<PAGE>

<TABLE>
<CAPTION>
SHILO INN - DELANO, CALIFORNIA (48 UNITS)
NET OPERATING INCOME DETAIL                                                                 FREEWAY OFF-RAMP CLOSED FOR IMPROVEMENTS
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)                                      PROPERTY WILL IMPROVE SIGNIFICANTLY ONCE
FOR THE 12 MONTHS ENDED 8-31-96 (actual)                                                    WORK IS COMPLETED.
                                                                                                                                    
                                                                                                                                    
                              1991                  1992                  1993                  1994                 1995           
REVENUE                    (actual)     %        (actual)     %        (actual)     %        (actual)     %        (actual)     %   
<S>                         <C>        <C>        <C>        <C>        <C>        <C>       <C>         <C>       <C>         <C>  
   Guest Room               $537,694   96.3%      $417,233   96.8%      $477,510   96.8%     $427,940    97.1%     $414,103    97.9%
   Restaurant Rent                 0    0.0%             0    0.0%             0    0.0%            0     0.0%            0     0.0%
   Telephone                  15,283    2.7%         9,911    2.3%        10,842    2.2%        9,370     2.1%        7,209     1.7%
   Meeting/Banquet Room            0    0.0%             0    0.0%             0    0.0%            0     0.0%            0     0.0%
   Fax                         1,794    0.3%           675    0.2%           452    0.1%          340     0.1%          539     0.1%
   Valet                           0    0.0%            87    0.0%             0    0.0%            0     0.0%            0     0.0%
   Video                       1,329    0.2%         1,169    0.3%         1,105    0.2%          859     0.2%          660     0.2%
   Sports and Athletics            0    0.0%             0    0.0%             0    0.0%            0     0.0%            0     0.0%
   Vending Machines              460    0.1%           289    0.1%           495    0.1%            0     0.0%            0     0.0%
   Guest Laundry/Soap          1,065    0.2%           857    0.2%         1,096    0.2%          540     0.1%          339     0.1%
   Miscellaneous                 692    0.1%           651    0.2%         1,768    0.4%        1,710     0.4%          337     0.1%
                             ---------------      ----------------       ---------------      ----------------      ----------------
       TOTAL REVENUE         558,319  100.0%       430,872  100.0%       493,268  100.0%      440,759   100.0%      423,187   100.0%
                             ---------------      ----------------       ---------------      ----------------      ----------------
OPERATING EXPENSE

  PAYROLL & RELATED EXPENSE
    Managers                  22,643    4.1%        24,035    5.6%        22,641    4.6%       25,938     5.9%       26,297     6.2%
    Front Desk                25,274    4.5%        24,304    5.6%        27,587    5.6%       27,041     6.1%       29,643     7.0%
    Bookkeeper/Auditor        14,572    2.6%        15,010    3.5%        16,091    3.3%       15,458     3,5%       15,945     3.8%
    Head Housekeeper           2,357    0.4%         3,322    0.8%         1,689    0.3%        3,418     0.3%        3,204     0.8%
    Housekeeper - Rooms       22,542    4.0%        18,656    4.3%        21,982    4.5%       19,501     4.4%       19,687     4.7%
    Housekeeper - Other        2,247    0.4%         2,794    0.6%         4,262    0.9%        2,761     3.61        2,112     0.5%
    Laundry                    6,124    1.1%         4,528    1.1%         7,353    1.5%        5,164     1.2%        4,094     1.0%
    Guest Services                 0    0.0%             0    0.0%             0    0.0%            0     0.0%            0     0.0%
    Sales & Marketing              0    0.0%             0    0.0%             0    0.0%            0     0.0%            0     0.0%
    Security                       0    0.0%             0    0.0%             0    0.0%            0     0.0%            0     0.0%
    Maintenance                5,706    1.8%        11,674    2.7%        13,335    2.7%        8,403     1.9%        4,443     1.0%
    Ground Maintenance             0    0.0%             0    0.0%             0    0.0%            0     0.0%            0     0.0%
    Windows/Carpets              656    1.1%           313    0.1%           652    0.1%          167     0.0%            0     0.0%
    Bonuses                        0    0.0%             0    0.0%         1,800    0.4%        2,200     0.5%          200     0.0%
    Payroll Taxes             18,150    3.3%        24,050    5.6%        13,641    2.8%       13,605     3.1%       12,924     3.1%
    Workers' Comp                  0    0.0%             0    0.0%        15,458    3.1%       12,051     2.7%        9,998     2.4%
    Workers' Comp Claims           0    0.0%             0    0.0%             0    0.0%            0     0.0%            0     0.0%
    Health Insurance          10,712    1.9%        10,039    2.3%        12,409    2.5%       16,631     3.8%       11,725     2.8%
    Medical                        0    0.0%             0    0.0%             0    0.0%            0     0.0%            0     0.0%
    Uniforms/Cleaning             64    0.0%            72    0.0%             0    0.0%            0     0.0%           37     0.0%
    Other                        223    0.0%         3,166    0.7%             0    0.0%          139     0.0%          280     0.1%
                             ---------------      ----------------       ---------------      ----------------      ----------------
      TOTAL PAYROLL          131,278   23.5%       141,963   32.9%       153,900   32.2%      152,477    34.6%      140,589    33.2%
                             ---------------      ----------------       ---------------      ----------------      ----------------
<CAPTION>
                              For The
                           12 Months Ended
                              8-31-96
REVENUE                      (actual)     %
<S>                          <C>         <C>  
   Guest Room                $393,013    97.8%
   Restaurant Rent                  0     0.0%
   Telephone                    6,495     1.6%
   Meeting/Banquet Room             0     0.0%
   Fax                            381     0.1%
   Valet                            0     0.0%
   Video                          581     0.1%
   Sports and Athletics             0     0.0%
   Vending Machines               819     0.2%
   Guest Laundry/Soap             223     0.1%
   Miscellaneous                  216     0.1%
                              ----------------
     TOTAL REVENUE            401,728   100.0%
                              ----------------

OPERATING EXPENSE

  PAYROLL & RELATED EXPENSE
    Managers                   27,477     6.8%
    Front Desk                 31,966     8.0%
    Bookkeeper/Auditor         16,812     4.2%
    Head Housekeeper            3,874     1.0%
    Housekeeper - Rooms        21,631     5.4%
    Housekeeper - Other         2,232     0.6%
    Laundry                     4,515     1.1%
    Guest Services                  0     0.0%
    Sales & Marketing               0     0.0%
    Security                        0     0.0%
    Maintenance                 4,678     1.2%
    Ground Maintenance              0     0.0%
    Windows/Carpets                 0     0.0%
    Bonuses                       450     0.1%
    Payroll Taxes              12,814     3.2%
    Workers' Comp              10,720     2.7%
    Workers' Comp Claims            0     0.0%
    Health Insurance           11,566     2.9%
    Medical                         0     0.0%
    Uniforms/Cleaning              84     0.0%
    Other                         388     0.1%
                              ----------------
      TOTAL PAYROLL           149,207    37.1%
                              ----------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
SHILO INN - DELANO, CALIFORNIA (48 UNITS)                                                                                     PAGE 2
NET OPERATING INCOME DETAIL                           
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)
FOR THE 12 MONTHS ENDED 8-31-96 (actual)
                                                                                                                                    
                              1991                  1992                  1993                  1994                 1995           
                           (actual)     %        (actual)     %        (actual)     %        (actual)     %        (actual)     %   
<S>                         <C>        <C>        <C>        <C>        <C>        <C>       <C>         <C>       <C>         <C>  
  UTILITIES
    Electricity               27,564    4.9%        32,649    7.6%        30,720    6.2%       31,710     7.2%       30,222     7.1%
    Gas                        7,813    1.4%         7,085    1.6%         7,667    1.6%        8,269     1.9%        6,711     1.6%
    Telephone                 11,691    2.1%         6,622    1.5%         6,812    1.4%        6,291     1.4%        5,862     1.4%
    Water                      2,167    0.4%         1,964    0.5%         2,196    0.4%        2,013     0.5%        1,753     0.4%
    Garbage                    2,162    0.4%         2,310    0.5%         2,885    0.6%        3,303     0.7%        3,196     0.8%
    Sewer                      1,474    0.3%         1,625    0.4%         1,720    0.3%        1,651     0.4%        1,609     0.4%
                             ---------------      ----------------       ---------------      ----------------      ----------------
      TOTAL UTILITIES         52,871    9.5%        52,255   12.1%        52,000   10.5%       53,237    12.1%       49,353    11.7%
                             ---------------      ----------------       ---------------      ----------------      ----------------

  ADVERTISING
    Advertising                    0    0.0%             0    0.0%             0    0.0%            0     0.0%            0     0.0%
    Airport Advertising            0    0.0%           513    0.1%             0    0.0%            0     0.0%            0     0.0%
    Billboards                13,675    2.4%        14,127    3.3%        14,984    3.0%       15,064     3.4%       17,811     4.2%
    Highway Logos                 50    0.0%            50    0.0%            50    0.0%           63     0.0%           97     0.0%
    Radio Media                    0    0.0%             0    0.0%           157    0.0%            0     0.0%            0     0.0%
    Radio Tradeouts              893    0.2%         1,953    0.5%           196    0.0%          848     0.2%          607     0.1%
    TV Media                       0    0.0%             0    0.0%             0    0.0%            0     0.0%            0     0.0%
    TV Tradeouts                 231    0.0%           383    0.1%            75    0.0%          493     0.1%          246     0.1%
    Brochures/Postcards        2,083    0.4%         1,084    0.3%           344    0.1%           14     0.0%        1,199     0.3%
    Brochures/Tradout              0    0.0%             0    0.0%             0    0.0%            0     0.0%            0     0.0%
    Yellow Pages               1,512    0.3%           785    0.2%         4,190    0.8%        4,565     1.0%        9,424     2.2%
    Newspaper Ads                240    0.0%           249    0.1%             0    0.0%            0     0.0%            5     0.0%
    Magazine Ads               1,557    0.3%         1,579    0.4%            85    0.0%          612     0.1%          562     0.1%
    Magazine Tradeouts             0    0.0%           404    0.1%           140    0.0%            0     0.0%            0     0.0%
    Property Ads                 380    0.1%            95    0.0%           538    0.1%          498     0.1%          253     0.1%
    Advertising Tradeouts Other   42    0.0%           335    0.1%             0    0.0%          638     0.1%            0     0.0%
    Sports Events/Tradeouts        0    0.0%             0    0.0%             0    0.0%            0     0.0%            0     0.0%
    Sports Sponsorship           147    0.0%           258    0.1%             0    0.0%            0     0.0%            0     0.0%
    Displays                       0    0.0%           250    0.1%             0    0.0%            0     0.0%            0     0.0%
    Local Events Promotion         0    0.0%             0    0.0%             0    0.0%            0     0.0%            0     0.0%
    Travel Guides/Directories     48    0.0%           216    0.1%           766    0.2%        5,348     1.2%        2,414     0.6%
    Promotional Items              0    0.0%             0    0.0%             0    0.0%            3     0.0%            0     0.0%
    Advertising & Promotion      451    0.1%           311    0.1%           457    0.1%          476     0.1%          191     0.0%
    Travel Agents                254    0.0%            50    0.0%           110    0.0%          994     0.2%          588     0.1%
    Marketing                      8    0.0%             0    0.0%             0    0.0%            0     0.0%            0     0.0%
    Taxi & Limo                    0    0.0%             0    0.0%             0    0.0%            0     0.0%            0     0.0%
                             ---------------      ----------------       ---------------      ----------------      ----------------
      TOTAL ADVERTISING       21,571    3.9%        22,646    5.3%        22,092    4.5%       29,616     6.7%       33,397     7.9%
                             ---------------      ----------------       ---------------      ----------------      ----------------

<CAPTION>
                                   For The
                                12 Months Ended
                                    8-31-96
                                   (actual)     %
<S>                                <C>         <C>  
  UTILITIES
    Electricity                      26,408     6.6%
    Gas                               5,853     1.5%
    Telephone                         5,495     1.4%
    Water                             1,781     0.4%
    Garbage                           3,138     0.8%
    Sewer                             1,625     0.4%
                                    ----------------
      TOTAL UTILITIES                44,300    11.0%
                                    ----------------

  ADVERTISING
    Advertising                           0     0.0%
    Airport Advertising                   0     0.0%
    Billboards                       18,077     4.5%
    Highway Logos                       106     0.0%
    Radio Media                           0     0.0%
    Radio Tradeouts                     554     0.1%
    TV Media                              0     0.0%
    TV Tradeouts                        496     0.1%
    Brochures/Postcards               1,170     0.3%
    Brochures/Tradout                     0     0.0%
    Yellow Pages                      8,664     2.2%
    Newspaper Ads                         0     0.0%
    Magazine Ads                        498     0.1%
    Magazine Tradeouts                    0     0.0%
    Property Ads                        367     0.1%
    Advertising Tradeouts Other           0     0.0%
    Sports Events/Tradeouts               0     0.0%
    Sports Sponsorship                    0     0.0%
    Displays                              0     0.0%
    Local Events Promotion                0     0.0%
    Travel Guides/Directories         3,442     0.9%
    Promotional Items                     0     0.0%
    Advertising & Promotion             162     0.0%
    Travel Agents                       674     0.2%
    Marketing                             0     0.0%
    Taxi & Limo                           0     0.0%
                                    ---------------- 
      TOTAL ADVERTISING              34,210     8.5%
                                    ----------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
SHILO INN - DELANO, CALIFORNIA (48 UNITS)                                                                                     PAGE 3
NET OPERATING INCOME DETAIL                           
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)
FOR THE 12 MONTHS ENDED 8-31-96 (actual)

                              1991                  1992                  1993                  1994                 1995           
                           (actual)     %        (actual)     %        (actual)     %        (actual)     %        (actual)     %   
<S>                         <C>        <C>        <C>        <C>        <C>        <C>       <C>         <C>       <C>         <C>  
  SUPPLIES
    Linen                      3,587    0.6%         3,383    0.8%         1,534    0.3%        1,175     0.3%        5,429     1.3%
    Bathroom                   3,630    0.7%         2,439    0.6%         2,616    0.5%        2,895     0.7%        3,218     0.6%
    Cleaning                   2,725    0.5%         4,014    6.9%         3,851    0.8%        4,184     0.9%        5,604     1.3%
    Continental Breakfast     12,696    2.3%        16,484    2.4%        10,805    2.2%        9,154     2.1%        9,302     2.2%
    Office                     1,757    0.3%         2,048    0.5%         2,160    0.4%          791     0.2%          715     0.2%
    Operating                  4,187    0.7%         3,536    0.0%         3,250    0.7%        4,467     1.0%        5,324     1.3%
    Replacements                 450    0.1%           925    0.2%           269    0.1%        2,886     0.7%          203     0.0%
    Guest Amenity                887    0.2%           163    0.0%            81    0.0%            0     0.0%          428     0.1%
                             ---------------      ----------------       ---------------      ----------------      ----------------
       TOTAL SUPPLIES         29,919    5.4%        26,992    6.3%        24,566    5.0%       25,552     5.8%       30,223     7.1%
                             ---------------      ----------------       ---------------      ----------------      ----------------

  REPAIRS & MAINTENANCE
    Carpets, Draperies &
      Furniture                    0    0.0%             0    0.0%            30    0.0%            0     0.0%            0     0.0%
    Elevators                      0    0.0%             0    0.0%             0    0.0%            0     0.0%            0     0.0%
    Landscaping                1,180    0.2%         1,774    0.4%           905    0.2%        1,070     0.2%          954     0.2%
    Painting & Wallpaper           0    0.0%             0    0.0%             0    0.0%           24     0.0%           93     0.0%
    Pool                       1,877    0.3%           945    0.2%         1,399    0.3%        1,481     0.3%        1,098     0.3%
    Telephone                    859    0.2%             0    0.0%            75    0.0%        1,852     0.4%            0     0.0%
    TV Cable & Satellite       5,438    1.0%         5,143    1.2%         5,209    1.1%        5,631     1.3%        4,126     1.0%
    Pest Control                 384    0.1%           352    0.1%           510    0.1%          400     0.1%          384     0.1%
    Janitorial Services            0    0.0%             0    0.0%             0    0.0%            0     0.0%            0     0.0%
    Plumbing                      43    0.0%            97    0.0%           464    0.1%        1,291     0.3%          224     0.1%
    Electrical                    94    0.0%           786    0.2%         1,096    0.2%          244     0.1%          213     0.1%
    Heating Ventilation
      Cooling                    748    0.1%         1,203    0.3%         1,371    0.3%          289     0.1%          295     0.1%
    Sign                         302    0.1%           530    0.1%           685    0.1%          299     0.1%            0     0.0%
    Keys & Locks                  78    0.0%           436    0.1%           953    0.2%          435     0.1%          679     0.2%
    Laundry/Housekeeping       1,517    0.3%           173    0.0%           615    0.1%          424     0.1%        1,590     0.4%
    Photo Copier                 156    0.0%            77    0.0%             0    0.0%          393     0.1%          379     0.1%
    Micros Register                0    0.0%         1,754    0.4%           104    0.0%        1,238     0.3%          648     0.2%
    Tools & Supplies           2,038    0.4%         4,425    1.0%         6,461    1.3%        2,734     0.6%        1,544     0.4%
    Maintenance and Repairs        0    0.0%         1,309    0.3%         8,509    1.7%          896     0.2%        1,355     0.3%
    Contract Labor Repair          0    0.0%             0    0.0%           881    0.2%           23     0.0%            0     0.0%
                             ---------------      ----------------       ---------------      ----------------      ----------------
      TOTAL REPAIRS &
        MAINTENANCE           14,714    2.6%        19,004    4.4%        29,267    5.9%       18,724     4.2%       13,582     3.2%
                             ---------------      ----------------       ---------------      ----------------      ----------------
<CAPTION>
                                   For The
                                12 Months Ended
                                    8-31-96
                                   (actual)     %
<S>                                <C>         <C>  
  SUPPLIES
    Linen                             3,862     1.0%
    Bathroom                          2,826     0.7%
    Cleaning                          5,374     1.3%
    Continental Breakfast             8,687     2.2%
    Office                            1,581     0.4%
    Operating                         5,107     1.3%
    Replacements                        731     0.2%
    Guest Amenity                       778     0.2%
                                     ---------------      
      TOTAL SUPPLIES                 28,944     7.2%
                                     ---------------      

  REPAIRS & MAINTENANCE
    Carpets, Draperies &
      Furniture                           0     0.0%
    Elevators                             0     0.0%
    Landscaping                       1,087     0.3%
    Painting & Wallpaper                113     0.0%
    Pool                              1,293     0.3%
    Telephone                             0     0.0%
    TV Cable & Satellite              4,328     1.1%
    Pest Control                        464     0.1%
    Janitorial Services                   0     0.0%
    Plumbing                            663     0.2%
    Electrical                          207     0.1%
    Heating Ventilation
      Cooling                           276     0.1%
    Sign                                  0     0.0%
    Keys & Locks                        346     0.1%
    Laundry/Housekeeping                816     0.2%
    Photo Copier                        312     0.1%
    Micros Register                     778     0.2%
    Tools & Supplies                  2,215     0.6%
    Maintenance and Repairs           1,182     0.3%
    Contract Labor Repair                 0     0.0%
                                     ---------------      
      TOTAL REPAIRS &
        MAINTENANCE                  14,080     3.5%
                                     ---------------      
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
SHILO INN - DELANO, CALIFORNIA (48 UNITS)                                                                                     PAGE 4
NET OPERATING INCOME DETAIL                           
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)
FOR THE 12 MONTHS ENDED 8-31-96 (actual)
                                                                                                                                    
                              1991                  1992                  1993                  1994                 1995           
                           (actual)     %        (actual)     %        (actual)     %        (actual)     %        (actual)     %   
<S>                         <C>        <C>        <C>        <C>        <C>        <C>       <C>         <C>       <C>         <C>  
  OTHER OPERATING EXPENSE
   Sales/Use/Taxes             4,899    0.9%         3,474    0.8%         3,332    0.1%        2,695     0.6%        4,180     1.0%
   Credit Card Discounts       7,864    1.4%         4,860    1.1%         5,648    1.1%        5,387     1.2%        5,037     1.2%
   Telecheck                     659    0.1%           494    0.1%           583    0.1%          812     0.2%          376     0.1%
   Bad Debts                     194    0.0%           691    0.2%         1,488    0.3%         (328)   -0.1%          246     0.1%
   Cash Over/Short              (201)  -0.0%           (59)  -0.0%            46    0.0%            0     0.0%            0     0.0%
   Administrative Telephone        0    0.0%             0    0.0%             0    0.0%            0     0.0%            0     0.0%
   Security Services               0    0.0%             0    0.0%             0    0.0%        2,544     0.6%            0     0.0%
   Comps                           0    0.0%             0    0.0%             0    0.0%            0     0.0%            0     0.0%
   Coin-op Laundry Services        0    0.0%            83    0.0%           286    0.1%           39     0.0%           79     0.0%
   Dry Cleaning, Valet             0    0.0%             0    0.0%             0    0.0%            0     0.0%            0     0.0%
   Flowers                         0    0.0%             0    0.0%             0    0.0%            0     0.0%            0     0.0%
   Video Rentals               1,051    0.2%           882    0.2%           757    0.2%          710     0.2%          567     0.1%
   Vending Machine
     Maintenance                   0    0.0%             0    0.0%            90    0.0%            0     0.0%            0     0.0%
   Bank Fees                     960    0.2%           523    0.1%           531    0.1%          268     0.1%          547     0.1%
   Equipment Rental            5,593    1.0%         5,785    1.3%         5,978    1.2%          372     0.1%          293     0.1%
   Licenses and
     Miscellaneous Taxes         281    0.1%           264    0.1%           852    0.2%          712     0.2%          695     0.2%
   Vehicle Repair &
     Maintenance                 552    0.1%           246    0.1%         1,143    0.2%           23     0.0%           47     0.0%
   Auto & Travel               1,143    0.2%           454    0.1%           646    0.1%          497     0.1%          426     0.1%
   Business Meals                127    0.0%           108    0.0%           180    0.0%           91     0.0%          278     0.1%
   Training/Seminars               0    0.0%            75    0.0%           120    0.0%            0     0.0%          120     0.0%
   Staff Travel Telephone          0    0.0%             0    0.0%             0    0.0%            0     0.0%            0     0.0%
   Theft Loss                      0    0.0%             0    0.0%         2,387    0.5%            0     0.0%            0     0.0%
   Insurance Settlement-
     Theft                         0    0.0%             0    0.0%             0    0.0%            0     0.0%            0     0.0%
   Miscellaneous -
     Resale/Services           1,200    0.2%         1,527    0.4%         1,653    0.3%        2,496     0.6%        1,387     0.3%
   Attorney Fees               2,344    0.4%         2,291    0.5%             0    0.0%            0     0.0%            0     0.0%
   Professional Fees           2,129    0.4%           941    0.2%           812    0.2%          894     0.2%          630     0.1%
   Dues & Subscriptions          100    0.0%           100    0.0%           145    0.0%          130     0.0%          117     0.0%
   Charitable Contributions        0    0.0%             0    0.0%             0    0.0%          100     0.0%            0     0.0%
   Political Contributions         0    0.0%             0    0.0%             0    0.0%            0     0.0%            0     0.0%
   Restaurant Expenses             0    0.0%             0    0.0%             0    0.0%            0     0.0%            0     0.0%
      TOTAL OTHER OPERATING
        EXPENSES              28,895    5.2%        22,739    5.3%        26,677    5.4%       11,442     4.0%       14,965     3.5%
                             ---------------      ----------------       ---------------      ----------------      ----------------
        TOTAL OPERATING
          EXPENSE            279,240   50.0%       285,599   66.3%       313,502   63.6%      297,048    67.4%      282,109    66.7%
                             ---------------      ----------------       ---------------      ----------------      ----------------
        TOTAL OPERATING
          INCOME             279,079   50.0%       145,273   33.7%       179,161   36.4%      143,711    32.6%      141,078    33.3%
                             ---------------      ----------------       ---------------      ----------------      ----------------

OTHER EXPENSE

  Insurance                    5,068    0.9%         4,863    1.1%         4,613    0.9%        4,770     1.1%        4,838     1.1%
  Insurance Claims                58    0.0%             0    0.0%             0    0.0%          225     0.1%            0     0.0%
  Property Tax                11,139    2.0%        11,396    2.6%        11,309    2.5%       10,851     2.5%       12,611     3.0%
  Office Overhead             27,916    5.0%        21,544    5.0%        24,663    5.0%       22,038     5.0%       21,159     5.0%
                             ---------------      ----------------       ---------------      ----------------      ----------------
    TOTAL OTHER EXPENSE       44,181    7.9%        37,803    8.8%        40,585    8.2%       37,884     8.6%       38,608     9.1%
                             ---------------      ----------------       ---------------      ----------------      ----------------
      NET OPERATING INCOME  $234,898   42.1%      $187,478   24.9%      $139,181   28.2%     $105,827    24.0%     $102,470    24.2%
                             ===============      ================       ===============      ================      ================

<CAPTION>
                                   For The
                                12 Months Ended
                                    8-31-96
                                   (actual)     %
<S>                                <C>         <C>  

  OTHER OPERATING EXPENSE  
   Sales/Use/Taxes                    3,090     0.8%
   Credit Card Discounts              4,822     1.2%
   Telecheck                            441     0.1%
   Bad Debts                            130     0.0%
   Cash Over/Short                        0     0.0%
   Administrative Telephone               0     0.0%
   Security Services                      0     0.0%
   Comps                                  0     0.0%
   Coin-op Laundry Services              88     0.0%
   Dry Cleaning, Valet                    0     0.0%
   Flowers                                0     0.0%
   Video Rentals                        412     0.1%
   Vending Machine                  
     Maintenance                          0     0.0%
   Bank Fees                            462     0.1%
   Equipment Rental                     202     0.1%
   Licenses and                     
     Miscellaneous Taxes                663     0.2%
   Vehicle Repair &                 
     Maintenance                        812     0.2%
   Auto & Travel                        226     0.1%
   Business Meals                       146     0.0%
   Training/Seminars                      0     0.0%
   Staff Travel Telephone                 0     0.0%
   Theft Loss                             0     0.0%
   Insurance Settlement-            
     Theft                                0     0.0%
   Miscellaneous -                  
     Resale/Services                  1,228     0.3%
   Attorney Fees                          0     0.0%
   Professional Fees                    226     0.1%
   Dues & Subscriptions                 137     0.0%
   Charitable Contributions               0     0.0%
   Political Contributions                0     0.0%
   Restaurant Expenses                    0     0.0%
      TOTAL OTHER OPERATING         
        EXPENSES                     13,065     3.3%
                                    ----------------
        TOTAL OPERATING             
          EXPENSE                   283,828    70.7%
                                    ---------------- 
        TOTAL OPERATING             
          INCOME                    117,900    29.3%
                                    ---------------- 
                                    
OTHER EXPENSE                       
                                    
  Insurance                           4,916     1.2%
  Insurance Claims                        0     0.0%
  Property Tax                       12,714     3.2%
  Office Overhead                    20,086     5.0%
                                    ---------------- 
    TOTAL OTHER EXPENSE              31,716     9.4%
                                    ---------------- 
      NET OPERATING INCOME          $80,184    20.0%
                                    ================
</TABLE>
<PAGE>

- --------------------------------------------------------------------------------
                 -----------------------------------------------
                 RECONSTRUCTED INDUSTRY STANDARDS OPERATING DATA
                 ===============================================
                        TRENDS IN THE HOTEL INDUSTRY 1996
================================================================================

<TABLE>
<CAPTION>
                                     All Limited Service       Average for            Rate Group              Geographic Division
                                                                 Top 25%               Over $50                Mountain/Pacific
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>        <C>          <C>        <C>          <C>        <C>          <C>        <C>    
REVENUES                              % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room
                                      -------  -------------  -------  -------------  -------  -------------  -------  -------------
 Rooms                                  95.5%     $13,057       95.4%     $18,002       95.5%     $16,126       95.1%     $13,000
 Telephone                               2.4%        $331        2.4%        $449        2.4%        $406        2.3%        $313
 Other Income                            2.1%        $280        2.2%        $427        2.1%        $359        2.6%        $355
- ------------------------------------------------------------------------------------------------------------------------------------
Total Revenue                          100.0%     $13,668      100.0%     $18,878      100.0%     $16,891      100.0%     $13,668
                                                                                    
EXPENSES                                                                            
Departmental Expenses                                                               
 Rooms Department                       23.2%      $3,166       20.9%      $3,950       22.0%      $3,721       23.6%      $3,227
 Telephone                               1.5%        $206        1.4%        $256        1.4%        $235        1.4%        $186
Other Departments                        0.6%         $80        0.7%        $139        0.7%        $111        0.5%         $75
                                                                                    
Undistributed Operating Expenses                                                    
 Administrative & General                9.0%      $1,225        7.8%      $1,463        8.4%      $1,422        8.5%      $1,163
 Franchise Fees                          1.9%        $256        1.4%        $265        1.7%        $292        0.9%        $122
 Marketing                               3.7%        $510        3.7%        $691        4.0%        $669        3.9%        $530
 Property Operations & Maintenance       5.6%        $759        4.5%        $858        4.9%        $835        6.2%        $843
 Energy (Utilties)                       5.0%        $681        3.9%        $744        4.4%        $751        4.6%        $633
                                                                                    
Fixed Charges                                                                       
 Management                              2.8%        $380        3.2%        $597        2.9%        $484        3.1%        $430
 Property Tax & Other Charges            4.0%        $548        4.1%        $773        4.0%        $679        3.5%        $473
 Insurance                               1.1%        $147        1.1%        $203        1.1%        $178        1.2%        $159
- ------------------------------------------------------------------------------------------------------------------------------------
Total Expenses                          58.4%      $7,958       52.7%      $9,939       55.5%      $9,377       57.4%      $7,841

Net Income Before Reserves              41.6%      $5,710       47.3%      $8,939       44.5%      $7,514       42.6%      $5,827
                                                                                    
Percentage Occupancy                    66.9%                   78.1%                   73.5%                   66.8%
Average Daily Rate                     $51.15                  $63.13                  $60.14                  $53.28
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

================================================================================

LIMITED-SERVICE HOTELS
Performance in 1995
================================================================================

Since the proliferation of all the new limited-service chains in the mid-1980s,
this hotel segment has been viewed extremely favorably. For hotel guests, new
limited-service hotels offered a guest room that was frequently superior to
existing full-service hotels at one-half to two-thirds the price. For hotel
managers, the properties were simple to operate. For the hotel ownership and
financial community, limited-service properties represented high profit margins
with a lesser degree of financial risk.

After ten years of being the darling child of the industry, however, it appears
that limited-service hotels have not only matured in the marketplace, but are
beginning to show some signs of fatigue. For the first time since 1984, the
limited-service hotel segment achieved the lowest occupancy of any property type
surveyed in Trends in the Hotel Industry.

Realistically, all this means is that the limited-service hotel segment is not
enjoying the upside of the industry resurgence to the same degree as the other
types of hotels. Limited-service properties still achieved an aggregate
occupancy just shy of 70 percent, and their average room rates rose 5.9 percent,
second highest of all segments. In addition, an average operating profit margin
of 41.8 percent still make these properties the most fiscally efficient.

                             LIMITED-SERVICE HOTELS

                                   Market Mix

    [THE FOLLOWING TABLE WAS DEPICTED AS A PIE CHART IN THE PRINTED MATERIAL]

                              ----------------------
                               Convention      0.4%

                               Conference      1.9%

                               Other           0.5%

                               Business       45.8%

                               Tourists       51.4%
                              ----------------------

However, a degree of caution needs to be raised. The vast majority of new hotel
construction (measured in number of properties) is still occurring in this
segment. In several suburban markets in the United States, we have seen
localized pockets of overdevelopment causing significant declines in market
occupancies. This should not be construed as a blanket condemnation of all
limited-service hotel development, but it should be a warning to examine the
individual merits of each proposed project. Even with low development costs and
high profit margins, automatic success is not as sure as it has been in the
past. With increasing competition, time has proven that the need to maintain a
quality facility and offer good service is crucial in determining the success of
a limited-service operation.

================================================================================


74
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                                Figure Number 14
================================================================================

<TABLE>
<CAPTION>
                                                                                         Rate Groups
                                                                              ---------------------------------
                                                        All         Average                $35.00
                                                  Limited-Service     for       Under        to          Over
                                                       Hotels       Top 25%*    $35.00     $50.00       $50.00
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                95.5%        95.4%       94.4%      95.7%        95.5%
   Telephone                                             2.4          2.4         2.6        2.4          2.4
   Other Operated Departments                            0.8          0.9         1.3        0.7          0.8
   Rentals and Other Income                              1.2          1.3         1.6        1.2          1.3
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                23.2%        20.9%       28.3%      24.3%        22.0%
   Telephone                                             1.5          1.4         2.1        1.6          1.4
   Other Operated Departments                            0.6          0.7         0.6        0.5          0.7
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           25.3%        23.0%       31.0%      26.4%        24.1%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   74.7%        77.0%       69.0%      73.6%        75.9%

Undistributed Operating Expenses:**
   Administrative and General                            9.0%         7.8%       11.2%       9.5%         8.4%
   Franchise Fees                                        1.9          1.4         1.7        2.1          1.7
   Marketing and Guest Entertainment                     3.7          3.7         4.5        3.3          4.0
   Property Operation and Maintenance                    5.6          4.5        10.3        6.0          4.9
   Energy Costs                                          5.0          3.9         7.6        5.5          4.4
   Other Unallocated Operated Departments                --           --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       25.1%        21.3%       35.3%      26.5%        23.5%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          49.6%        55.7%       33.7%      47.1 %       52.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       2.8%         3.2%        3.1%       2.6%         2.9%
   Property Taxes and Other Municipal Charges            4.0          4.1         3.5        4.0          4.0
   Insurance on Buildings and Contents                   1.1          1.1         1.2        1.1          1.1
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     7.8%         8.3%        7.8%       7.7%         7.9%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    41.8%        47.3%       25.9%      39.4%        44.5%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                13.3%        11.7%       17.5%      14.2%        12.4%
   Payroll Taxes and Employee Benefits                   3.5          3.4         4.0        3.4          3.5
                                                  -------------------------------------------------------------
     Subtotal                                           16.8%        15.1%       21.5%      17.6%        15.9%
   Laundry, Linen, and Guest Supplies                    1.6          1.2         3.3        1.8          1.3
   Commissions and Reservation Expenses                  1.6          1.6         1.0        1.4          1.7
   Complimentary Food and/or Beverage Expenses           1.7          1.6         0.6        1.8          1.7
   All Other Expenses                                    2.7          2.5         3.6        2.7          2.6
                                                  -------------------------------------------------------------
     Total Rooms Expense                                24.4%        22.0%       30.0%      25.3%        23.2%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            75.6%        78.0%       70.0%      74.7%        76.8%
                                                  =============================================================
Percentage of Occupancy                                 69.9%        78.1%       64.3%      67.3%        73.5%
Average Daily Rate per Occupied Room                   $51.15       $63.13      $31.31     $44.34       $60.14
Average Size (Rooms)                                     107          111          98        100          116
</TABLE>

================================================================================

  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              75
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995
Ratios to Total Revenues
Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                        Geographic Divisions
                                                  -------------------------------------------------------------
                                                    New England                                        Mountain
                                                        and          North      South       South         and
                                                  Middle Atlantic   Central    Atlantic    Central      Pacific
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                94.3%        95.4%       94.8%      96.9%        95.1%
   Telephone                                             3.0          2.7         2.7        2.0          2.3
   Other Operated Departments                            1.5          0.4         1.2        0.3          0.9
   Rentals and Other Income                              1.2          1.5         1.3        0.7          1.7
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                26.6%        23.1%       22.6%      22.2%        23.6%
   Telephone                                             1.7          1.5         1.7        1.4          1.4
   Other Operated Departments                            1.3          0.3         0.9        0.3          0.5
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           29.6%        24.9%       25.2%      23.8%        25.5%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   70.4%        75.1%       74.8%      76.2%        74.5%

Undistributed Operating Expenses:**
   Administrative and General                           10.2%         8.7%        9.8%       8.4%         8.5%
   Franchise Fees                                        2.9          2.8         2.6        1.2          0.9
   Marketing and Guest Entertainment                     4.5          3.9         4.3        2.8          3.9
   Property Operation and Maintenance                    5.7          5.0         5.6        5.3          6.2
   Energy Costs                                          6.0          4.7         5.4        4.7          4.6
   Other Unallocated Operated Departments                0.1          --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       29.4%        25.1%       27.9%      22.3%        24.1%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          40.9%        50.0%       46.9%      53.8 %       50.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       3.5%         4.2%        2.9%       1.4%         3.1%
   Property Taxes and Other Municipal Charges            5.5          4.7         3.6        3.9          3.5
   Insurance on Buildings and Contents                   0.7          0.7         1.1        1.3          1.2
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     9.6%         9.6%        7.6%       6.6%         7.8%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    31.3%        40.4%       39.3%      47.2%        42.6%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                15.6%        13.6%       12.9%      12.3%        13.8%
   Payroll Taxes and Employee Benefits                   4.7          2.4         3.1        3.8          3.7
                                                  -------------------------------------------------------------
     Subtotal                                           20.3%        16.0%       16.0%      16.1%        17.5%
   Laundry, Linen, and Guest Supplies                    1.6          2.0         1.7        0.9          1.9
   Commissions and Reservation Expenses                  2.1          1.8         1.8        1.0          1.6
   Complimentary Food and/or Beverage Expenses           1.3          2.0         1.7        1.8          1.4
   All Other Expenses                                    3.0          2.4         2.6        3.0          2.4
                                                  -------------------------------------------------------------
     Total Rooms Expense                                28.3%        24.2%       23.8%      22.8%        24.8%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            71.7%        75.8%       76.2%      77.2%        75.2%
                                                  =============================================================
Percentage of Occupancy                                 69.0%        71.6%       70.9%      71.0%        66.8%
Average Daily Rate per Occupied Room                   $58.94       $49.83      $48.92     $49.93       $53.28
Average Size (Rooms)                                     116           80         123        122           96
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

76
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                    Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                      Property Size Classifications
                                                  -------------------------------------
                                                       Under        75 to        Over   
                                                        75           150         150   
                                                       Rooms        Rooms       Rooms
                                                  -------------------------------------
<S>                                                    <C>          <C>         <C>    
Revenues:
   Rooms                                                96.0%        95.9%       93.9% 
   Telephone                                             2.6          2.3         2.6  
   Other Operated Departments                            0.3          0.7         1.7  
   Rentals and Other Income                              1.1          1.1         1.9  
                                                  -------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0% 

Departmental Costs and Expenses:
   Rooms                                                22.1%        23.0%       24.5% 
   Telephone                                             1.6          1.5         1.6  
   Other Operated Departments                            0.2          0.5         1.2  
                                                  -------------------------------------
     Total Costs and Expenses                           23.8%        25.0%       27.3% 
                                                  -------------------------------------
   Total Operated Departmental Income                   76.2%        75.0%       72.7% 

Undistributed Operating Expenses:**
   Administrative and General                            8.3%         9.0%        9.3% 
   Franchise Fees                                        2.6          1.7         1.9  
   Marketing and Guest Entertainment                     3.7          3.6         4.3  
   Property Operation and Maintenance                    5.5          5.5         5.7  
   Energy Costs                                          4.6          5.0         5.2  
   Other Unallocated Operated Departments                --           --          --   
                                                  -------------------------------------
     Total Undistributed Expenses                       24.7%        24.9%       26.5% 
                                                  -------------------------------------
   Income before Fixed Charges                          51.5%        50.2%       46.2% 

Management Fees, Property Taxes, and Insurance:**
   Management Fees                                       6.2%         2.2%        2.5% 
   Property Taxes and Other Municipal Charges            3.8          4.0         4.1  
   Insurance on Buildings and Contents                   0.6          1.1         1.3  
                                                  -------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                    10.6%         7.3%        8.0% 
                                                  -------------------------------------
Income before Other Fixed Charges***                    40.9%        42.9%       38.2% 
                                                  =====================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0% 
Departmental Expenses:
   Salaries and Wages including Vacation                13.0%        13.1%       14.3% 
   Payroll Taxes and Employee Benefits                   2.1          3.5         4.3  
                                                  -------------------------------------
     Subtotal                                           15.1%        16.6%       18.6% 
   Laundry, Linen, and Guest Supplies                    2.6          1.4         1.5  
   Commissions and Reservation Expenses                  1.6          1.5         1.8  
   Complimentary Food and/or Beverage Expenses           1.6          1.8         1.1  
   All Other Expenses                                    2.1          2.7         3.1  
                                                  -------------------------------------
     Total Rooms Expense                                23.0%        24.0%       26.1% 
                                                  -------------------------------------
   Rooms Departmental Income                            77.0%        76.0%       73.9% 
                                                  =====================================
Percentage of Occupancy                                 69.0%        70.2%       69.9% 
Average Daily Rate per Occupied Room                   $47.93       $50.46      $56.90 
Average Size (Rooms)                                      54          118         186  
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              77
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15
================================================================================

<TABLE>
<CAPTION>
                                                    All Limited-Service              Average for
                                                           Hotels                      Top 25%*
                                                  -------------------------   ----------------------
                                                                  Compared                 Compared
                                                       1995       with 1994      1995      with 1994
                                                  --------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>    
Revenues:                                                                                           
   Rooms                                            $ 13,057          6.7%   $ 18,002          7.3% 
   Telephone                                             331          4.0         449          4.1  
   Other Operated Departments                            110          9.6         178        (12.0) 
   Rentals and Other Income                              170         17.4         249         30.1  
                                                  --------------------------------------------------
     Total Revenues                                 $ 13,669          6.8%   $ 18,878          7.2% 
                                                                                                    
Departmental Costs and Expenses:                                                                    
   Rooms                                            $  3,166          4.5%   $  3,950          3.4% 
   Telephone                                             206          7.3         256          9.0  
   Other Operated Departments                             80         34.5         139         27.9  
                                                  --------------------------------------------------
     Total Costs and Expenses                       $  3,452          5.2%   $  4,345          4.4% 
                                                  --------------------------------------------------
   Total Operated Departmental Income               $ 10,216          7.3%   $ 14,532          8.1% 
                                                                                                    
Undistributed Operating Expenses:**                                                                 
   Administrative and General                       $  1,225          8.4%   $  1,463          8.7% 
   Franchise Fees                                        256         10.7         265         (4.6) 
   Marketing and Guest Entertainment                     510          5.3         691          8.1  
   Property Operation and Maintenance                    759          5.8         858          3.4  
   Energy Costs                                          681         (3.2)        744         (3.5) 
   Other Unallocated Operated Departments                  3          N/C         --           --   
                                                  --------------------------------------------------
     Total Undistributed Expenses                   $  3,435          5.1%   $  4,021          4.1% 
                                                  --------------------------------------------------
   Income before Fixed Charges                      $  6,782          8.4%   $ 10,511          9.8% 
                                                                                                    
Management Fees, Property Taxes, and Insurance:**                                                   
   Management Fees                                  $    380        (24.0)%  $    597        (22.6)%
   Property Taxes and Other Municipal Charges            545          2.8         773          4.5  
   Insurance on Buildings and Contents                   147         (3.2)        203          6.6  
                                                  --------------------------------------------------
     Total Management Fees, Property Taxes,                                                         
       and Insurance                                $  1,072         (9.3)%  $  1,573         (7.5)%
                                                  --------------------------------------------------
Income before Other Fixed Charges***                $  5,710         12.5%   $  8,938         13.5% 
                                                  ==================================================
                                                                                                    
Rooms Department:                                                                                   
   Rooms Net Revenue                                $ 13,057          6.7%   $ 18,002          7.3% 
                                                                              
Departmental Expenses:                                                                              
   Salaries and Wages including Vacation            $  1,735          2.5%   $  2,107          1.5% 
   Payroll Taxes and Employee Benefits                   456         (2.2)        606         (1.1) 
                                                  --------------------------------------------------
     Subtotal                                       $  2,191          1.5%   $  2,713          0.9% 
   Laundry, Linen, and Guest Supplies                    203        (13.3)        211        (20.1) 
   Commissions and Reservation Expenses                  203          8.3         289          0.8  
   Complimentary Food and/or Beverage Expenses           219         12.7         287          6.7  
   All Other Expenses                                    350         38.1         450         45.0  
                                                  --------------------------------------------------
     Total Rooms Expense                            $  3,166          4.5%   $  3,950          3.4% 
                                                  --------------------------------------------------
   Rooms Departmental Income                        $  9,891          7.4%   $ 14,052          8.4% 
                                                  ==================================================
Percentage of Occupancy                                 69.9%         0.8%       78.1%         0.8% 
Average Daily Rate per Occupied Room                $   51.15         5.9%   $   63.13         6.4% 
Average Size (Rooms)                                     107         (0.2)%       111          0.1% 
</TABLE>

================================================================================

N/C - Data not comparable.
  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

78
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                                               Rate Groups
                                                  ---------------------------------------------------------------------------
                                                        Under $35.00           $35.00 to $50.00             Over $50.00
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>        <C>           <C>    
Revenues:                                                                                                                    
1  Rooms                                            $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
2  Telephone                                             206         (2.2)        277          3.3         406          5.0  
3  Other Operated Departments                            105          N/C          79         43.1         142         (7.0) 
4  Rentals and Other Income                              123        (10.8)        132         11.1         217         25.1  
                                                  ---------------------------------------------------------------------------
5    Total Revenues                                 $  7,788          3.8%   $ 11,384          7.0%   $ 16,891          6.8% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
6  Rooms                                            $  2,202          8.5%   $  2,766          5.0%   $  3,721          3.8% 
7  Telephone                                             166         (1.2)        184          6.6         235          8.8  
8  Other Operated Departments                             46         (1.2)         55          N/C         111         30.2  
                                                  ---------------------------------------------------------------------------
9    Total Costs and Expenses                       $  2,414          7.5%   $  3,005          5.7%   $  4,067          4.7% 
                                                  ---------------------------------------------------------------------------
10 Total Operated Departmental Income               $  5,374          2.2%   $  8,379          7.4%   $ 12,824          7.5% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
11 Administrative and General                       $    875          7.9%   $  1,084          7.5%   $  1,422          9.2% 
12 Franchise Fees                                        130          3.7         240         19.9         292          4.2 
13 Marketing and Guest Entertainment                     351         (0.3)        379          5.4         669          5.6  
14 Property Operation and Maintenance                    802         18.1         680          6.1         835          4.1  
15 Energy Costs                                          589         (9.3)        626         (3.7)        751         (2.1) 
16 Other Unallocated Operated Departments                 --          --            3          N/C           4          N/C  
                                                  ---------------------------------------------------------------------------
17   Total Undistributed Expenses                   $  2,748          5.0%   $  3,013          5.3%   $  3,972          4.9% 
                                                  ---------------------------------------------------------------------------
18 Income before Fixed Charges                      $  2,626         (0.6)%  $  5,366          8.7%   $  8,851          8.6% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
19 Management Fees                                  $    244          2.2%   $    300        (25.6)%  $    484        (24.4)%
20 Property Taxes and Other Municipal Charges            275        (10.2)        457          3.5         675          3.2  
21 Insurance on Buildings and Contents                    90        (21.9)        124         (6.4)        178          1.0  
                                                  ---------------------------------------------------------------------------
22   Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $    609         (7.7)%  $    881         (9.8)%  $  1,337         (9.1)%
                                                  ---------------------------------------------------------------------------
23 Income before Other Fixed Charges***             $  2,017          1.7%   $  4,485         13.3%   $  7,514         12.5% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
24 Rooms Net Revenue                                $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
                                                                                                                             
Departmental Expenses:                                                                                                       
25 Salaries and Wages including Vacation            $  1,285          4.9%   $  1,548          2.8%   $  1,995          2.0% 
26 Payroll Taxes and Employee Benefits                   296          6.6         369         (4.9)        568         (0.9) 
                                                  ---------------------------------------------------------------------------
27   Subtotal                                       $  1,581          5.3%   $  1,917          1.2%   $  2,563          1.4% 
28 Laundry, Linen, and Guest Supplies                    241         17.1         197         (7.9)        204        (21.5) 
29 Commissions and Reservation Expenses                   74         12.5         158         13.5         269          5.2  
30 Complimentary Food and/or Beverage Expenses            45         22.6         196         18.5         267          8.3  
31 All Other Expenses                                    261         18.8         298         35.3         417         42.2  
                                                  ---------------------------------------------------------------------------
32   Total Rooms Expense                            $  2,202          8.5%   $  2,766          5.1%   $  3,720          3.8% 
                                                  ---------------------------------------------------------------------------
33 Rooms Departmental Income                        $  5,151          1.6%   $  8,129          7.5%   $ 12,406          7.7% 
                                                  ===========================================================================
34 Percentage of Occupancy                              64.3%         2.2%       67.3%         1.1%       73.5%         0.3% 
35 Average Daily Rate per Occupied Room             $   31.31         1.3%   $   44.34         5.7%   $   60.14         6.4% 
36 Average Size (Rooms)                                   98         (0.6)%       100         (0.2)%       116         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              79
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                         Geographic Divisions
   -----------------------------------------------------------------------------------------------------------------------------
         New England                   North                    South                    South                  Mountain
     and Middle Atlantic              Central                  Atlantic                 Central                and Pacific    
   -------------------------  -----------------------  -----------------------  -----------------------  -----------------------
                   Compared                 Compared                 Compared                 Compared                 Compared 
        1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994
   -----------------------------------------------------------------------------------------------------------------------------
<S>  <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>    
                                                                                                                                
1    $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
2         465          0.1         369          8.1         355         13.6         270         (1.9)        313          0.1  
3         240         34.0          58         36.6         166         33.3          46         (0.2)        122        (21.2) 
4         191         16.7         200         20.3         178         15.9          95          5.0         233         24.8  
   -----------------------------------------------------------------------------------------------------------------------------
5    $ 15,747          6.6%   $ 13,645          6.9%   $ 13,350         11.5%   $ 13,354          4.0%   $ 13,668          5.8% 
                                                                                                                                
                                                                                                                                
6    $  4,191          5.1%   $  3,148          4.8%   $  3,019          6.8%   $  2,958          3.1%   $  3,227          3.8% 
7         264         (5.3)        204          1.6         230          8.2         188         15.3         186          8.2  
8         209         46.4          42          N/C         118         33.4          38          N/C          75          9.6  
   -----------------------------------------------------------------------------------------------------------------------------
9    $  4,664          5.8%   $  3,394          5.1%   $  3,367          7.6%   $  3,185          4.1%   $  3,488          4.2% 
   -----------------------------------------------------------------------------------------------------------------------------
10   $ 11,083          6.9%   $ 10,252          7.5%   $  9,984         12.9%   $ 10,169          4.0%   $ 10,180          6.3% 
                                                                                                                                
                                                                                                                                
11   $  1,611          8.0%   $  1,187          5.6%   $  1,311         10.7%   $  1,118         10.4%   $  1,163          5.8% 
12        463          4.3         384          6.8         353         12.8         160         10.7         122         24.0  
13        715        (13.0)        537         10.0         575          4.2         372         13.8         530          7.3  
14        894          3.6         679         (0.3)        754          8.2         702          2.7         843         11.7  
15        945         (0.2)        645         (1.9)        725          1.2         627         (3.5)        633         (9.7) 
16          8        (40.1)        --           --            6          --            4          --          --           --   
   -----------------------------------------------------------------------------------------------------------------------------
17   $  4,636          1.2%   $  3,432          3.7%   $  3,724          7.6%   $  2,983          5.9%   $  3,290          4.6% 
   -----------------------------------------------------------------------------------------------------------------------------
18   $  6,447         11.5%   $  6,820          9.6%   $  6,260         16.4%   $  7,186          3.2%   $  6,889          7.1% 
                                                                                                                                
                                                                                                                                
19   $    544         15.2%   $    569         (3.5)%  $    387         (8.4)%  $    192          N/C    $    430        (20.4)%
20        863         15.3         640          2.6         476          0.3         518          0.3%        473          2.1  
21        107        (39.2)         98        (13.6)        146         (6.4)        174         22.2         159         (9.4) 
   -----------------------------------------------------------------------------------------------------------------------------
22   $  1,514          8.4%   $  1,307         (1.5)%  $  1,009         (4.1)%  $    884        (23.3)%  $  1,062         (9.9)%
   -----------------------------------------------------------------------------------------------------------------------------
23   $  4,933         12.4%   $  5,513         12.6%   $  5,251         21.3%   $  6,302          8.4%   $  5,828         11.0% 
   =============================================================================================================================
                                                                                                                                
                                                                                                                                
24   $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
                                                                                                                                
                                                                                                                                
25   $  2,317          2.8%   $  1,770          5.8%   $  1,637          3.0%   $  1,590          0.6%   $  1,790          2.1% 
26        693          6.8         317        (12.3)        397          1.6         488         (3.2)        480         (3.0) 
   -----------------------------------------------------------------------------------------------------------------------------
27   $  3,010          3.7%   $  2,087          2.6%   $  2,034          2.7%   $  2,078         (0.4)%  $  2,270          1.0% 
28        237         (8.1)        260          2.9         215        (12.2)        120        (38.7)        247         (2.0) 
29        306         (4.2)        234          1.0         224         15.9         136          8.3         211         14.2  
30        199         48.4         260          8.6         211         24.8         234          4.2         187          8.5  
31        440         18.1         307         25.7         334         39.6         389          N/C         311         24.3  
   -----------------------------------------------------------------------------------------------------------------------------
32   $  4,192          5.1%   $  3,148          4.8%   $  3,018          6.8%   $  2,957          3.0%   $  3,226          3.8% 
   -----------------------------------------------------------------------------------------------------------------------------
33   $ 10,659          6.8%   $  9,870          7.2%   $  9,633         12.6%   $  9,986          4.5%   $  9,774          6.7% 
   =============================================================================================================================
27       69.0%         1.3%       71.6%         0.2%       70.9%         3.7%       71.0%        (1.2)%      66.8%         0.6% 
28   $   58.94         5.0%   $   49.83         6.4%   $   48.92         7.2%   $   49.93         5.4%   $   53.28         5.3% 
29        116         (1.0)%        80          --          123         (0.2)%       122         (0.3)%        96         (0.1)%
</TABLE>

================================================================================

                                                                     (Continued)

80
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                         Property Size Classifications
                                                  ---------------------------------------------------------------------------
                                                             Under                  75 to 150                   Over
                                                           75 Rooms                   Rooms                  150 Rooms
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                 <C>             <C>      <C>             <C>      <C>            <C>    
Revenues:                                                                                                                    
   Rooms                                            $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
   Telephone                                             330         10.5         316          3.2         399          2.6  
   Other Operated Departments                             38         (7.5)         89          2.7         259         24.9  
   Rentals and Other Income                              137         42.5         150         19.3         286          5.8  
                                                  ---------------------------------------------------------------------------
     Total Revenues                                 $ 12,577          5.5%   $ 13,486          6.9%   $ 15,394          7.3% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
   Rooms                                            $  2,779          2.7%   $  3,103          5.1%   $  3,770          3.9% 
   Telephone                                             195         (0.2)        199          9.3         246          6.0  
   Other Operated Departments                             25         28.6          65          N/C         191         16.2  
                                                  ---------------------------------------------------------------------------
     Total Costs and Expenses                       $  2,999          2.7%   $  3,368          5.9%   $  4,206          4.6% 
                                                  ---------------------------------------------------------------------------
   Total Operated Departmental Income               $  9,578          6.4%   $ 10,118          7.2%   $ 11,187          8.4% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
   Administrative and General                       $  1,038          6.4%   $  1,213          8.8%   $  1,437          8.3% 
   Franchise Fees                                        332         10.1         232         14.5         297         (0.2)
   Marketing and Guest Entertainment                     465         (0.7)        485          7.8         656          1.6  
   Property Operation and Maintenance                    692          7.3         745          5.6         878          5.5  
   Energy Costs                                          576        (10.7)        673         (2.9)        803          0.8  
   Other Unallocated Operated Departments                 --          N/C           4          N/C           4          --   
                                                  ---------------------------------------------------------------------------
     Total Undistributed Expenses                   $  3,102          2.2%   $  3,352          5.8%   $  4,075          4.5% 
                                                  ---------------------------------------------------------------------------
   Income before Fixed Charges                      $  6,476          8.5%   $  6,766          7.8%   $  7,112         10.7% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
   Management Fees                                  $    775          6.5%   $    299        (33.3)%  $    388        (26.8)%
   Property Taxes and Other Municipal Charges            473          0.1         539          3.0         634          4.0  
   Insurance on Buildings and Contents                    81        (40.5)        146         (1.2)        206         14.1  
                                                  ---------------------------------------------------------------------------
     Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $  1,330         (0.6)%  $    984        (12.1)%  $  1,228         (7.0)%
                                                  ---------------------------------------------------------------------------
   Income before Other Fixed Charges***             $  5,146         11.1%   $  5,782         12.2%   $  5,884         15.3% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
   Rooms Net Revenue                                $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
                                                                                                                             
Departmental Expenses:                                                                                                       
   Salaries and Wages including Vacation            $  1,572          3.0%   $  1,691          2.7%   $  2,066          1.6% 
   Payroll Taxes and Employee Benefits                   254        (14.3)        458         (2.3)        618          3.4  
                                                  ---------------------------------------------------------------------------
     Subtotal $                                     $  1,826          0.2%   $  2,149          1.5%   $  2,684          2.0% 
   Laundry, Linen, and Guest Supplies                    320         21.1         176        (20.7)        217        (16.4) 
   Commissions and Reservation Expenses                  192         12.2         191         10.9         264         (1.1) 
   Complimentary Food and/or Beverage Expenses           194          9.9         237         13.6         163          9.8  
   All Other Expenses                                    247         (8.8)        349         49.1         442         37.8  
                                                  ---------------------------------------------------------------------------
     Total Rooms Expense                            $  2,779          2.7%   $  3,102          5.0%   $  3,770          3.9% 
                                                  ---------------------------------------------------------------------------
   Rooms Departmental Income                        $  9,293          5.8%   $  9,829          7.4%   $ 10,680          8.4% 
                                                  ===========================================================================
   Percentage of Occupancy                              69.0%         0.1%       70.2%         0.7%       69.6%         1.8% 
   Average Daily Rate per Occupied Room             $   47.93         5.0%   $   50.46         6.2%   $   56.90         5.3% 
   Average Size (Rooms)                                   54         (0.1)%       118         (0.2)%       186         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              81
<PAGE>

                              SMITH TRAVEL RESEARCH
                     HOTEL OPERATING STATISTICS 1996 REPORT
================================================================================

LIMITED-SERVICE HIGHLIGHTS

o     Limited-service hotels showed strong profitability improvement from 14.6
      percent of total revenue in 1994 to 23.0 percent in 1995.

o     Sample Characteristics:

        -   Sample comprised of 1,410 limited-service hotels.

        -   Occupancy was slightly lower at 72.7 percent...highest occupancies
            were in Southeast states.

        -   Room Rates increased 1.4 percent to $55.18...highest ADR's were in
            Middle Atlantic (New York) and Pacific (Hawaii) regions.

        -   RevPAR improved to $40.12.

o     Gross operating profit (GOP) (before management fees) improved from 45.2
      percent in 1994 to 46.6 percent in 1995...GOP was above 44 percent across
      all census regions except New England.

o     Higher priced properties generally reported higher GOP and pre-tax income.

o     Total fixed charges (including property taxes and insurance) decreased
      12.5 percent from $3,530 per available room in 1994 to $3,087 in
      1995...fixed charges were highest in Mountain and Pacific regions.

o     Payroll and related expenses, as a ratio to sales, were higher for West
      South Central and Pacific region properties...highest labor expense per
      available room was in Pacific region (Hawaii).

o     Expressed as an amount per available room, limited-service profits
      improved over 12 percent from $3,091 per room in 1994 to $3,474 in 1995
      due to GOP enhancements and reduced fixed charges.

o     Properties in the Central regions reported the highest pre-tax income
      ranging from 22.8 percent to 29.4 of total revenue, while properties in
      New England reported the lowest pre-tax income at 13.0 percent of total
      revenue.

o     Chain-Affiliated properties, with pre-tax income of 23.8 percent, were
      more profitable than the reporting Independent properties at 10.4 percent.


24
<PAGE>

Limited-Service Hotels--Statements of Operating Income & Expenses - 1995

<TABLE>
<CAPTION>
- --------------------------------     -----------------------------------------------------------------------------------------------
                                                                             Geographic Region
- --------------------------------     -----------------------------------------------------------------------------------------------
Ratios to Sales                          New     Middle     South   East North  East South  West North  West South
                                       England  Atlantic  Atlantic    Central     Central     Central     Central  Mountain  Pacific
<S>                                    <C>       <C>       <C>        <C>         <C>          <C>        <C>        <C>      <C>   
Occupancy                               66.1%     70.8%     75.0%      73.4%       74.7%        72.4%      72.3%      73.3%    68.7%
Average Size of Property (Rooms)         105       112       125        114         114          123        127        124      133
Average Rate                           $52.95    $60.23    $52.66     $53.88      $51.96       $54.46     $53.65     $58.05   $62.93

REVENUE
  Rooms                                 95.1%     95.7%     95.7%      95.9%       96.1%        95.7%      95.3%      95.1%    94.2%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Other Food & Beverage                   .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                              2.3       2.3       2.2        2.2         1.8          2.0        1.1        1.6      2.5
  Minor Operated Departments              .6       1.1        .9        1.2          .8          1.1         .5        1.0      1.3
  Rentals & Other Income                 2.0        .9       1.3         .7         1.3          1.3        3.1        2.2      2.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Revenue                        100.0%    100.0%    100.0%     100.0%      100.0%       100.0%     100.0%     100.0%   100.0%

DEPARTMENTAL EXPENSES
  Rooms                                 25.0%     24.9%     25.5%      23.6%       25.7%        27.1%      28.5%      27.2%    28.3%
  Food & Beverage                         .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                             79.4      72.5      96.4       72.7        97.1         86.5       72.2       68.5     59.4
  Other Departmental Expenses             .9        .6        .5         .5          .7           .5         .6         .8      1.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Expenses           26.5%     26.1%     27.0%      24.7%       27.1%        28.1%      28.6%      27.8%    29.2%
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Profit             73.5%     73.9%     73.0%      75.3%       72.9%        71.9%      71.4%      72.2%    70.8%

UNDISTRIBUTED OPERATING EXPENSES
  Administrative & General              12.1%     10.9%     10.0%       9.7%        9.2%         9.4%       8.3%       8.6%     9.4%
  Marketing                              3.7       3.8       4.7        4.6         4.4          5.0        3.5        4.2      4.9
  Franchise Fee                          2.8       2.5       2.0        2.0         2.1          2.0         .9        2.0      1.7
  Energy                                 7.0       6.4       5.7        5.0         4.9          4.6        4.7        4.7      5.0
  Property Operation & Maintenance       5.8       5.2       5.7        5.6         4.8          5.4        3.8        4.6      5.2
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Undistributed Operating
   Expenses                             31.3%     28.8%     28.1%      26.8%       25.5%        26.4%      21.2%      24.0%    26.0%

  GROSS OPERATING PROFIT                42.2%     45.1%     44.9%      48.5%       47.4%        45.5%      50.2%      48.2%    44.8%

  Management Fees                        2.3%      2.4%      3.2%       2.7%        3.2%         2.5%       3.9%       3.0%     2.8%
- ------------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE FIXED CHARGES*            39.9%     42.7%     41.7%      45.8%       44.2%        43.0%      46.3%      45.2%    42.0%
  Property Taxes                         4.5%      5.2%      3.1%       4.3%        2.6%         4.4%       3.8%       3.4%     3.2%
  Insurance                               .9        .9       1.0         .9         1.0          1.0        1.1        1.0      1.4
  Reserve For Replacement                 .3       1.1       1.1         .1          .2           .3         .1         .5       .6
- ------------------------------------------------------------------------------------------------------------------------------------
AMOUNT AVAILABLE FOR DEBT SERVICE
& OTHER FIXED CHARGES                   34.2%     35.5%     36.5%      40.5%       40.4%        37.3%      41.3%      40.3%    36.8%

Total Fixed Charges* (Including
  Property Taxes & Insurance)           26.9%     25.5%     19.3%      19.5%       14.8%        20.2%      18.0%      23.5%    24.9%
- ------------------------------------------------------------------------------------------------------------------------------------
Pre-Tax Income (Loss)                   13.0%     17.2%     22.4%      26.3%       29.4%        22.8%      28.3%      21.7%    17.1%
====================================================================================================================================
PAYROLL & RELATED EXPENSES
  Rooms                                 17.7%     18.2%     16.9%      15.7%       16.1%        17.7%      19.8%      17.0%    18.7%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                               .0       1.3        .7         .2          .0           .0         .0         .6       .6
  Other Operated Departments              .2        .3        .1         .1          .1           .2         .1         .2       .2
  Administrative & General               4.3       4.3       4.5        4.2         4.0          4.1        4.0        4.4      5.0
  Marketing                              1.7       1.3       1.7        1.6         1.2          1.8        1.9        1.6      1.8
  Property Operations & Maintenance      2.6       2.1       2.5        2.4         2.3          2.3        2.6        2.4      2.6
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Payroll & Related Expenses      25.6%     25.5%     25.0%      23.4%       23.1%        25.3%      27.5%      24.8%    27.2%
</TABLE>

* Total Fixed Charges does not include deductions for Replacements; but does
  include Depreciation and Amortization, Interest, Rent and Equipment Leases.

Expense ratios to sales for departmental expenses are based on their respective
departmental revenues. All other expenses are based on total revenue. Totals may
not add due to rounding.


26
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------   --------------------------------------  ---------------------------
                 Location                                     Price Category                        Size
- ----------------------------------------------   --------------------------------------  ---------------------------
                                                                                         Under 75  75-125   Over 125
 Urban   Suburban   Airport   Highway   Resort   Upscale   Mid-Price   Economy   Budget    Rooms    Rooms     Rooms
<S>       <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>      <C>      <C>       <C>   
 73.2%     73.6%     74.4%     71.3%     70.8%     76.5%     72.4%      71.9%     69.1%    68.4%    73.1%     73.4%
  150       125       134       109       172       133       123        115       109       57      108       159
$70.88    $58.55    $53.02    $49.40    $61.51    $74.44    $54.25     $47.67    $39.99   $52.05   $51.89    $61.05

 94.2%     95.3%     95.3%     96.1%     92.9%     95.1%     95.0%      96.0%     96.3%    96.2%    95.8%     94.8%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.1       2.3       1.8       1.7       2.0       2.5       1.7        1.8       2.1      2.2      1.9       2.1
  1.4       1.2        .7        .6       1.3       1.6       1.0         .6        .5       .6       .8       1.2
  2.2       1.3       2.2       1.6       3.8        .8       2.3        1.6       1.1       .9      1.4       1.9
- --------------------------------------------------------------------------------------------------------------------
100.0%    100.0%    100.0%    100.0%    100.0%    100.0%    100.0%     100.0%    100.0%   100.0%   100.0%    100.0%

 27.3%     25.4%     28.5%     25.9%     28.8%     23.5%     26.9%      26.6%     26.9%    26.2%    25.5%      6.7%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
132.0      68.3      74.3      88.3      86.4      73.8      68.4       91.2      92.9     83.1     83.0      75.2
  1.0        .8        .5        .4       1.4       1.0        .8         .5        .3       .4       .5        .9
- --------------------------------------------------------------------------------------------------------------------
 29.5%     26.6%     29.0%     26.8%     29.9%     25.2%     27.5%      27.7%     28.2%    27.5%    26.5%     27.8%
- --------------------------------------------------------------------------------------------------------------------
 70.5%     73.4%     71.0%     73.2%     70.1%     74.8%     72.5%      72.3%     71.8%    72.5%    73.5%     72.2%

  9.4%      9.6%      9.4%      9.7%     10.6%      9.2%      9.1%       9.8%     10.9%    13.1%     9.3%      9.1%
  4.7       4.9       4.1       3.8       6.3       5.7       4.2        3.8       3.6      3.7      4.4       4.6
  1.5       2.2       1.7       1.6       1.4       2.1       2.2        1.2       1.9      3.5      1.7       1.7
  4.9       5.2       5.0       5.5       5.3       4.5       4.8        5.4       7.2      6.3      5.2       5.1
  5.2       5.0       4.3       5.6       5.1       4.6       4.2        5.5       7.4      5.2      5.5       4.7
- --------------------------------------------------------------------------------------------------------------------
 25.8%     26.8%     24.5%     26.2%     28.7%     26.1%     24.5%      25.8%     30.9%    31.8%    26.1%     25.2%

 44.7%     46.6%     46.5%     47.0%     41.4%     48.7%     48.0%       6.5%      0.9%    40.7%    47.4%     47.0%

  3.3%      3.2%      3.4%      2.7%      3.2%      2.8%      3.8%       2.6%      2.2%     3.4%     2.6%     $3.5%
- --------------------------------------------------------------------------------------------------------------------
 41.4%     43.4%     43.1%     44.3%     38.2%     45.9%     44.2%      43.9%     38.7%    37.3%    44.8%     43.5%

  3.9%      3.7%      4.1%      3.6%      2.1%      3.4%      3.4%       3.9%      4.2%     3.7%     3.6%      3.9%
  1.1       1.0       1.0       1.1       1.2       1.0       1.1        1.0       1.1      1.5      1.0       1.0
   .7        .5        .2        .6        .6        .2        .0         .5       1.2      1.5       .5        .4
- --------------------------------------------------------------------------------------------------------------------
 35.7%     38.2%     37.8%     39.0%     34.3%     41.3%     39.3%      38.5%     32.2%    30.6%    39.7%     38.2%

 17.6%     22.3%     18.2%     19.8%     20.6%     18.4%     21.7%      19.7%     22.0%    33.3%    18.2%     20.4%
- --------------------------------------------------------------------------------------------------------------------
 23.8%     21.1%     24.9%     24.5%     17.6%     27.5%     22.5%      24.2%     16.7%     4.0%    26.6%     23.1%
====================================================================================================================

 17.9%     15.7%     19.7%     18.7%     19.7%     11.9%     18.1%      19.7%     20.8%    18.3%    17.4%     17.2%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.8        .1        .3        .4       5.6        .3        .4        1.2        .0       .0       .3        .9
   .3        .1        .0        .2        .4        .1        .1         .4        .7       .1       .1        .2
  4.0       4.2       4.1       4.6       5.2       3.8       4.0        4.8       4.8      4.9      4.3       4.2
  1.9       1.5       1.9       1.6       3.0       1.5       1.2        2.2       1.7       .3      1.7       2.0
  2.5       2.3       2.4       2.5       2.6       2.1       2.2        2.5       2.8      2.0      2.4       2.5
- --------------------------------------------------------------------------------------------------------------------
 25.6%     23.1%     27.2%     26.9%     29.6%     18.8%     24.7%      28.8%     30.0%    24.9%    25.2%     25.2%
</TABLE>


                                                                              27
<PAGE>

<TABLE>
<CAPTION>
                                                Bakersfield, CA
                                          JANUARY 1989 SEPTEMBER 1996
SOURCE: SMITH TRAVEL RESEARCH                                                                          11/07/96

                      OCCUPANCY                    ROOM RATE                    ROOM SUPPLY                    
                      -----------------------      -----------------------      -------------------------------
                      CURRENT   PRIOR    %         CURRENT  PRIOR     %         CURRENT     PRIOR      %       
YEAR  MONTH           YEAR      YEAR     CHNG      YEAR     YEAR      CHNG      YEAR        YEAR       CHNG    
- ----  ---------       ----      -----    ----      -----    -----     ----      -------     -------    ----    
<S>   <C>             <C>        <C>     <C>       <C>      <C>       <C>        <C>         <C>       <C>     
1990  January         64.3       55.0    16.9      40.74    35.56     14.6       199237      194773    2.3     
1990  February        75.8       68.6    10.5      41.97    37.86     10.9       179956      175924    2.3     
1990  March           80.0       73.5     8.8      40.83    37.43      9.1       199237      194773    2.3     
1990  April           77.1       70.1    10.0      37.09    36.13      2.7       192810      189210    1.9     
1990  May             72.9       70.0     4.1      37.20    35.55      4.6       199237      195517    1.9     
1990  June            80.3       76.3     5.2      38.39    38.60      -.5       192810      191220     .8     
1990  July            80.0       75.1     6.5      39.72    34.10     16.5       202771      197594    2.6     
1990  August          78.6       80.3    -2.1      40.16    33.67     19.3       202771      197594    2.6     
1990  September       78.2       71.0    10.1      38.76    34.60     12.0       196230      191220    2.6     
1990  October         79.8       77.2     3.4      42.62    41.33      3.1       204445      199237    2.6     
1990  November        75.7       66.4    14.0      41.36    37.09     11.5       197850      192810    2.6     
1990  December        63.9       63.4      .8      37.10    36.14      2.7       204445      199237    2.6     
                     ------------------------------------------------------------------------------------------
     TOTAL 1990       75.5       70.6     0.9      39.69    36.52      8.7      2371799     2319109    2.3     

     ROOM SAMPLE PERCENT - 34.8 %            Number of Sample Properties - 19
                                             Number of Census Properties - 75

1991  January         67.5      64.3      5.0      41.79    40.74      2.6       204445      199237    2.6     
1991  February        75.0      75.8     -1.1      37.87    41.97     -9.8       186928      179956    3.9     
1991  March           72.3      80.0     -9.6      39.57    40.83     -3.1       206956      199237    3.9     
1991  April           76.3      77.1     -1.0      40.23    37.09      8.5       200280      192810    3.9     
1991  May             73.0      72.9       .1      39.66    37.20      6.6       206956      199237    3.9     
1991  June            68.5      80.3    -14.7      39.20    38.39      2.1       200280      192810    3.9     
1991  July            72.0      80.0    -10.0      40.45    39.72      1.8       206956      202771    2.1     
1991  August          72.8      78.6     -7.4      39.15    40.16     -2.5       206956      202771    2.1     
1991  September       67.9      78.2    -13.2      40.77    38.76      5.2       200280      196230    2.1     
1991  October         73.0      79.8     -8.5      42.27    42.62      -.8       206956      204445    1.2     
1991  November        64.8      75.7    -14.4      40.30    41.36     -2.6       200280      197850    1.2     
1991  December        54.3      63.9    -15.0      38.13    37.10      2.8       206956      204445    1.2     
                     ------------------------------------------------------------------------------------------
     TOTAL 1991       69.7      75.5     -7.7      39.99    39.69       .8      2434229     2371799    2.6     

     ROOM SAMPLE PERCENT - 37.3 %           Number of Sample Properties - 22
                                            Number of Census Properties - 76

<CAPTION>
                      ROOM DEMAND                      ROOM REVENUE
                      ---------------------------      --------------------------------
                      CURRENT     PRIOR      %         CURRENT       PRIOR         %
YEAR  MONTH           YEAR        YEAR       CHNG      YEAR          YEAR          CHNG
- ----  ---------       -------     ------     ----      --------      --------      ----
<S>   <C>              <C>        <C>        <C>        <C>           <C>          <C> 
1990  January          128018     107067     19.6       5215606       3806846      37.0
1990  February         136392     120719     13.0       5723914       4570387      25.2
1990  March            159454     143229     11.3       6509775       5360883      21.4
1990  April            148645     132568     12.1       5512661       4789817      15.1
1990  May              145255     136913      6.1       5403334       4867328      11.0
1990  June             154748     145865      6.1       5940381       5630157       5.5
1990  July             162196     148354      9.3       6441659       5058424      27.3
1990  August           159341     158629       .4       6399419       5341334      19.8
1990  September        153420     135803     13.0       5945964       4698814      26.5
1990  October          163183     153854      6.1       6954719       6358094       9.4
1990  November         149807     128017     17.0       6196653       4748367      30.5
1990  December         130718     126246      3.5       4849540       4561991       6.3
                     ------------------------------------------------------------------
     TOTAL 1990       1791177    1637264      9.4      71093625      59792442      18.9

1991  January          138029     128018     7.8        5768195       5215606      10.6
1991  February         140132     136392     2.1        5306655       5723914      -7.3
1991  March            149655     159454    -6.1        5921604       6509775      -9.0
1991  April            152738     148645     2.8        6144861       5512661      11.5
1991  May              151084     145255     4.0        5992586       5403334      10.9
1991  June             137242     154748   -11.3        5380005       5940381      -9.4
1991  July             148951     162196    -8.2        6025469       6441659      -6.5
1991  August           150628     159341    -5.5        5897580       6399419      -7.8
1991  September        135901     153420   -11.4        5540605       5945964      -6.8
1991  October          151069     163183     7.4        6386380       6954719      -8.2
1991  November         129794     149807   -13.4        5230502       6196653     -15.6
1991  December         112354     130718   -14.0        4284052       4849540     -11.7
                     ------------------------------------------------------------------
     TOTAL 1991       1697577    1791177    -5.2       67878494      71093625      -4.5
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                Bakersfield, CA
                                          JANUARY 1989 SEPTEMBER 1996
SOURCE: SMITH TRAVEL RESEARCH                                                                          11/07/96

                      OCCUPANCY                    ROOM RATE                    ROOM SUPPLY                    
                      -----------------------      -----------------------      -------------------------------
                      CURRENT   PRIOR    %         CURRENT  PRIOR     %         CURRENT     PRIOR      %       
YEAR  MONTH           YEAR      YEAR     CHNG      YEAR     YEAR      CHNG      YEAR        YEAR       CHNG    
- ----  ---------       ----      -----    ----      -----    -----     ----      -------     -------    ----    
<S>   <C>             <C>        <C>     <C>       <C>      <C>       <C>        <C>         <C>       <C>     
1992  January            54.2     67.5    -19.7     40.45    41.79   -3.2        208351      204445      1.9
1992  February           61.7     75.0    -17.7     41.79    37.87   10.4        188188      186928       .7
1992  March              68.1     72.3     -5.8     41.26    39.57    4.3        208351      206956       .7
1992  April              71.8     76.3     -5.9     41.51    40.23    3.2        201630      200280       .7
1992  May                68.9     73.0     -5.6     41.41    39.66    4.4        208351      206956       .7
1992  June               69.9     68.5      2.0     41.02    39.20    4.6        201630      200280       .7
1992  July               73.8     72.0      2.5     40.57    40.45     .3        208351      206956       .7
1992  August             67.4     72.8     -7.4     40.42    39.15    3.2        208351      206956       .7
1992  September          64.8     67.9     -4.6     40.92    40.77     .4        201630      200280       .7
1992  October            65.0     73.0    -11.0     42.48    42.27     .5        208351      206956       .7
1992  November           60.9     64.8     -6.0     42.06    40.30    4.4        201630      200280       .7
1992  December           51.1     54.3     -5.9     39.79    38.13    4.4        208351      206956       .7
                     ------------------------------------------------------------------------------------------
     TOTAL 1992          64.8     69.7     -7.0     41.15    39.99    2.9       2453165     2434229       .8

     ROOM SAMPLE PERCENT - 44.4 %            Number of Sample Properties - 29
                                             Number of Census Properties - 77

1993  January            52.0     54.2     -4.1     42.78    40.45    5.8        208351      208351       .0
1993  February           61.6     61.7      -.2     43.62    41.79    4.4        188188      188188       .0
1993  March              67.3     68.1     -1.2     44.87    41.26    8.7        208351      208351       .0
1993  April              71.5     71.8      -.4     45.42    41.51    9.4        201630      201630       .0
1993  May                67.5     68.9     -2.0     43.62    41.41    5.3        208351      208351       .0
1993  June               71.3     69.9      2.0     43.12    41.02    5.1        201630      201630       .0
1993  July               69.7     73.8     -5.6     42.89    40.57    5.7        208351      208351       .0
1993  August             69.5     67.4      3.1     42.24    40.42    4.5        208351      208351       .0
1993  September          66.1     64.8      2.0     42.53    40.92    3.9        201630      201630       .0
1993  October            68.9     65.0      6.0     44.29    42.48    4.3        210831      208351      1.2
1993  November           60.4     60.9      -.8     43.69    42.06    3.9        204030      201630      1.2
1993  December           52.5     51.1      2.7     41.88    39.79    5.3        212412      208351      1.9
                     ------------------------------------------------------------------------------------------
     TOTAL 1993          64.8     64.8       .0     43.45    41.15    5.6       2462106     2453165       .4


     ROOM SAMPLE PERCENT - 44.4 %           Number of Sample Properties - 29
                                            Number of Census Properties - 79

<CAPTION>
                      ROOM DEMAND                      ROOM REVENUE
                      ---------------------------      ---------------------------------
                      CURRENT     PRIOR      %         CURRENT       PRIOR         %
YEAR  MONTH           YEAR        YEAR       CHNG      YEAR          YEAR          CHNG
- ----  ---------       -------     ------     ----      --------      --------      ----
<S>   <C>              <C>        <C>        <C>        <C>           <C>          <C> 
1992  January           112864    138029     -18.2       4565709      5768195      -20.8
1992  February          116093    140132     -17.2       4851920      5306655       -8.6
1992  March             141844    149655      -5.2       5852945      5921604       -1.2
1992  April             144865    152738      -5.2       6012941      6144861       -2.1
1992  May               143500    151084      -5.0       5942625      5992586        -.8
1992  June              140848    137242       2.6       5777826      5380005        7.4
1992  July              153721    148951       3.2       6235791      6025469        3.5
1992  August            140446    150628      -6.8       5676570      5897580       -3.7
1992  September         130662    135901      -3.9       5347065      5540605       -3.5
1992  October           135483    151069     -10.3       5755743      6386380       -9.9
1992  November          122880    129794      -5.3       5167843      5230502       -1.2
1992  December          106547    112354      -5.2       4239285      4284052       -1.0
                     -------------------------------------------------------------------
     TOTAL 1992        1589753   1697577      -6.4      65426263     67878494       -3.6

1993  January           108292    112864      -4.1       4633076      4565709        1.5
1993  February          115867    116093       -.2       5054058      4851920        4.2
1993  March             140144    141844      -1.2       6288833      5852945        7.4
1993  April             144168    144865       -.5       6547991      6012941        8.9
1993  May               140598    143500      -2.0       6132631      5942625        3.2
1993  June              143685    140848       2.0       6195225      5777826        7.2
1993  July              145226    153721      -5.5       6228678      6235791        -.1
1993  August            144837    140446       3.1       6117458      5676570        7.8
1993  September         133223    130662       2.0       5665571      5347065        6.0
1993  October           145367    135483       7.3       6438829      5755743       11.9
1993  November          123312    122880        .4       5388107      5167843        4.3
1993  December          111517    106547       4.7       4670033      4239285       10.2
                     -------------------------------------------------------------------
     TOTAL 1993        1596236   1589753        .4      69360490     65426263        6.0
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                Bakersfield, CA
                                          JANUARY 1989 SEPTEMBER 1996
SOURCE: SMITH TRAVEL RESEARCH                                                                          11/07/96

                      OCCUPANCY                    ROOM RATE                    ROOM SUPPLY                    
                      -----------------------      -----------------------      -------------------------------
                      CURRENT   PRIOR    %         CURRENT  PRIOR     %         CURRENT     PRIOR      %       
YEAR  MONTH           YEAR      YEAR     CHNG      YEAR     YEAR      CHNG      YEAR        YEAR       CHNG    
- ----  ---------       ----      -----    ----      -----    -----     ----      -------     -------    ----    
<S>   <C>             <C>        <C>     <C>       <C>      <C>       <C>        <C>         <C>       <C>     
1994  January          52.2     52.0       .4      42.83    42.78      .1         212412   208351      1.9
1994  February         61.0     61.6     -1.0      45.23    43.62     3.7         191856   188188      1.9
1994  March            62.1     67.3     -7.7      45.18    44.87      .7         215760   208351      3.6
1994  April            64.0     71.5    -10.5      45.79    45.42      .8         208800   201630      3.6
1994  May              58.4     67.5    -13.5      45.38    43.62     4.0         215760   208351      3.6
1994  June             70.6     71.3     -1.0      46.51    43.12     7.9         208800   201630      3.6
1994  July             65.5     69.7     -6.0      44.78    42.89     4.4         215760   208351      3.6
1994  August           61.1     69.5    -12.1      43.57    42.24     3.1         215760   208351      3.6
1994  September        58.6     66.1    -11.3      43.53    42.53     2.4         208800   201630      3.6
1994  October          60.6     68.9    -12.0      45.15    44.29     1.9         215760   210831      2.3
1994  November         61.5     60.4      1.8      44.38    43.69     1.6         208800   204030      2.3
1994  December         50.1     52.5     -4.6      41.69    41.88     -.5         215760   212412      1.6
                     ------------------------------------------------------------------------------------------
     TOTAL 1994        60.4     64.8     -6.8      44.59    43.45     2.6        2534028  2462106      2.9

     ROOM SAMPLE PERCENT - 49.9 %            Number of Sample Properties - 32
                                             Number of Census Properties - 80

1995  January          48.5     52.2     -7.1      42.88    42.83       .1        215760   212412      1.6
1995  February         56.4     61.0     -7.5      43.56    45.23     -3.7        194860   191856      1.6
1995  March            59.4     62.1     -4.3      44.11    45.18     -2.4        215760   215760       .0
1995  April            67.4     64.0      5.3      44.16    45.79     -3.6        208800   208800       .0
1995  May              67.1     58.4     14.9      43.23    45.38     -4.7        215760   215760       .0
1995  June             58.6     70.6    -17.0      43.53    46.51     -6.4        216570   208800      3.7
1995  July             59.3     65.5     -9.5      43.28    44.78     -3.3        223789   215760      3.7
1995  August           56.1     61.1     -8.2      43.23    43.57      -.8        223789   215760      3.7
1995  September        54.5     58.6     -7.0      43.25    43.53      -.6        216570   208800      3.7
1995  October          57.7     60.6     -4.8      46.00    45.15      1.9        226021   215760      4.8
1995  November         54.1     61.5    -12.0      44.70    44.38       .7        218730   208800      4.8
1995  December         43.2     50.1    -13.8      42.65    41.69      2.3        226021   215760      4.8
                     ------------------------------------------------------------------------------------------
     TOTAL 1995        56.8     60.4     -6.0      43.75    44.59     -1.9       2602450  2534028      2.7

     ROOM SAMPLE PERCENT - 52.1 %           Number of Sample Properties - 33
                                            Number of Census Properties - 82

<CAPTION>
                      ROOM DEMAND                      ROOM REVENUE
                      ---------------------------      --------------------------------
                      CURRENT     PRIOR      %         CURRENT       PRIOR         %
YEAR  MONTH           YEAR        YEAR       CHNG      YEAR          YEAR          CHNG
- ----  ---------       -------     ------     ----      --------      --------      ----
<S>   <C>              <C>        <C>        <C>        <C>           <C>          <C> 
1994  January          110779     108292       2.3      4744430       4633076       2.4
1994  February         117044     115867       1.0      5293934       5054058       4.7
1994  March            134030     140144      -4.4      6054808       6288833      -3.7
1994  April            133587     144168      -7.3      6117268       6547991      -6.6
1994  May              126071     140598     -10.3      5720958       6132631      -6.7
1994  June             147475     143685       2.6      6859380       6195225      10.7
1994  July             141222     145226      -2.8      6324002       6228678       1.5
1994  August           131722     144837      -9.1      5738981       6117458      -6.2
1994  September        122357     133223      -8.2      5325592       5665571      -6.0
1994  October          130766     145367     -10.0      5903563       6438829      -8.3
1994  November         128482     123312       4.2      5702239       5388107       5.8
1994  December         108097     111517      -3.1      4506669       4670033      -3.5
                     ------------------------------------------------------------------
     TOTAL 1994       1531632    1596236      -4.0     68291824      69360490      -1.5

1995  January          104583     110779      -5.6      4484045       4744430      -5.5
1995  February         109818     117044      -6.2      4783465       5293934      -9.6
1995  March            128126     134030      -4.4      5651171       6054808      -6.7
1995  April            140628     133587       5.3      6210335       6117268       1.5
1995  May              144871     126071      14.9      6262305       5720958       9.5
1995  June             126804     147475     -14.0      5520406       6859380     -19.5
1995  July             132745     141222      -6.0      5744725       6324002      -9.2
1995  August           125632     131722      -4.6      5431092       5738981      -5.4
1995  September        118133     122357      -3.5      5109625       5325592      -4.1
1995  October          130486     130766       -.2      6002954       5903563       1.7
1995  November         118421     128482      -7.8      5293784       5702239      -7.2
1995  December          97754     108097      -9.6      4168734       4506669      -7.5
                     ------------------------------------------------------------------
     TOTAL 1995       1478011    1531632      -3.5     64662641      68291824      -5.3
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                Bakersfield, CA
                                          JANUARY 1989 SEPTEMBER 1996
SOURCE: SMITH TRAVEL RESEARCH                                                                          11/07/96

                      OCCUPANCY                    ROOM RATE                    ROOM SUPPLY                    
                      -----------------------      -----------------------      -------------------------------
                      CURRENT   PRIOR    %         CURRENT  PRIOR     %         CURRENT     PRIOR      %       
YEAR  MONTH           YEAR      YEAR     CHNG      YEAR     YEAR      CHNG      YEAR        YEAR       CHNG    
- ----  ---------       ----      -----    ----      -----    -----     ----      -------     -------    ----    
<S>   <C>             <C>        <C>     <C>       <C>      <C>       <C>        <C>         <C>       <C>     
1996  January           42.5     48.5    -12.4     43.87    42.88      2.3         227478     215760    5.4
1996  February          53.0     56.4     -6.0     43.83    43.56       .6         205464     194880    5.4
1996  March             55.6     59.4     -6.4     44.98    44.11      2.0         227478     215760    5.4
1996  April             61.5     67.4     -8.8     44.54    44.16       .9         220140     208800    5.4
1996  May               58.4     67.1    -13.0     44.30    43.23      2.5         227478     215760    5.4
1996  June              62.2     58.6      6.1     43.60    43.53       .2         220140     216570    1.6
1996  July              62.0     59.3      4.6     43.42    43.28       .3         227478     223789    1.6
1996  August            64.0     56.1     14.1     41.61    43.23     -3.7         227478     223789    1.6
1996  September         54.3     54.5      -.4     44.63    43.25      3.2         220140     216570    1.6
                     ---------------------------------------------------------------------------------------
     TOTAL 1996         57.1     58.6     -2.6     43.82    43.49       .8        2003274    1931678    3.7
                                                                                                      
     ROOM SAMPLE PERCENT - 51.6 %            Number of Sample Properties - 33
                                             Number of Census Properties - 83
<CAPTION>
                      ROOM DEMAND                      ROOM REVENUE
                      ---------------------------      --------------------------------
                      CURRENT     PRIOR      %         CURRENT       PRIOR         %
YEAR  MONTH           YEAR        YEAR       CHNG      YEAR          YEAR          CHNG
- ----  ---------       -------     ------     ----      --------      --------      ----
<S>   <C>              <C>        <C>        <C>        <C>           <C>          <C> 
1996  January           96708      104583     -7.5       4242368        4484045     -5.4
1996  February         108957      109818      -.8       4775835        4783465      -.2
1996  March            126529      128126     -1.2       5690878        5651171       .7
1996  April            135443      140628     -3.7       6032659        6210335     -2.9
1996  May              132873      144871     -8.3       5886525        6262305     -6.0
1996  June             137019      126804      8.1       5973373        5520406      8.2
1996  July             141101      132745      6.3       6126114        5744725      6.6
1996  August           145647      125632     15.9       6060112        5431092     11.6
1996  September        119590      118133      1.2       5337020        5109625      4.5
                     --------------------------------------------------------------------
     TOTAL 1996       1143867     1131340      1.1      50124884       49197169      1.9

SOURCE: SMITH TRAVEL RESEARCH - The information contained in this report is based upon independent surveys and research from sources
                                considered reliable but no representation is made as to its completeness or accuracy. This
                                information is in no way to be construed as a recommmendation by Smith Travel Research of any
                                industry standard and is intended soLely for the internal purposes of your company and should not be
                                published in any manner unless authorized by Smith Travel Research.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                   LIST OF PROPERTIES INCLUDED IN
                                                          Bakersfield, CA                                         11/07/96   Page: 1
                                                                                                RESPONSE REPORT     Report #: Res-14

                                                                           Zip                               
STR CODE   Name of Establishment                   City              ST    Code    Telephone      YEAR   ROOMS 
- --------   -------------------------------------   ---------------   --    -----   -------------  -----  ------
<S>        <C>                                     <C>               <C>   <C>     <C>            <C>     <C>  
    5891   MOTEL 6 BUTTONWILLOW NORTH              BUTTONWILLOW      CA    93206   (805) 764-5153         123  
    6278   SIXPENCE INN BUTTONWILLOW               BUTTONWILLOW      CA    93206   (805) 764-5207         129  
   12637   GOOD NITE INN BUTTONWILLOW              BUTTONWILLOW      CA    93206   (805) 764-5121         82   
   19514   SUPER 8 BAKERSFIELD/BUTTONWILL          BUTTONWILLOW      CA    93206   (805) 764-5117  8406   60   
   15462   SHILO INN DELANO                        DELANO            CA    93215   (805) 725-7551  8706   48   
   28517   COMFORT INN DELANO                      DELANO            CA    93215   (805) 725-1022  9201   45   
   11598   KERNVILLE INN                           KERNVILLE         CA    93238   (619) 376-2222         26   
   11600   LAZY RIVER LODGE                        KERNVILLE         CA    93238   (619) 376-2242         30   
   25226   CARAVAN MOTOR INN                       GORMAM            CA    93243   (805) 248-6411         58   
   32159   FLYING J INN                            LEBEC             CA    93243   (805) 248-2700         80   
    6295   MOTEL 6 LOST HILLS                      LOST HILLS        CA    93249   (805) 797-2346         105  
   19579   ECONOMY INNS OF AMERICA LOST H          LOST HILLS        CA    93249   (805) 797-2371         76   
   23897   NATIONAL 9 OASIS INN                    MC FARLAND        CA    93250   (805) 792-2151         40   
   26680   MARICOPA INN                            MARICOPA          CA    93252   (805) 769-8291  8807   41   
   29856   TOPPER MOTEL                            TAFT              CA    93268   (805) 765-4145         31   
    2146   WASCO INN MOTEL                         WASCO             CA    93280   (805) 758-5317         34   
   10368   BEST WESTERN THE HILL HOUSE             BAKERSFIELD       CA    93301   (805) 327-4064  6000   97   
   31203   HOLIDAY INN SELECT CONVENTION           BAKERSFIELD       CA    93301   (805) 323-1900  9506   259  
    4752   DOWNTOWNER INN                          BAKERSFIELD       CA    93301   (805) 327-7122         50   
    6270   MOTEL 6 BAKERSFIELD CENTRAL             BAKERSFIELD       CA    93304   (805) 326-1222         71   
    6272   MOTEL 6 BAKERSFIELD SOUTH               BAKERSFIELD       CA    93304   (805) 834-2828         102  
   32582   THRIFTLODGE BAKERSFIELD                 BAKERSFIELD       CA    93304   (805) 322-3300  9510   72   
    1918   BEST WESTERN OAK INN                    BAKERSFIELD       CA    93304   (805) 324-9686  6400   42   
   11410   QUALITY BAKERSFIELD                     BAKERSFIELD       CA    93304   (805) 325-0772         89   
    3920   COMFORT INN CENTRAL                     BAKERSFIELD       CA    93304   (805) 831-1922         53   
    7121   CALIFORNIA INN PLAZA                    BAKERSFIELD       CA    93304   (805) 834-3377         61   
   27186   GARDEN SUITES INN                       BAKERSFIELD       CA    93304   (805) 833-6066  8906   67   
   20394   COMFORT INN BAKERSFIELD                 BAKERSFIELD       CA    93304   (805) 833-8000         64   
     137   MOTEL 777                               BAKERSFIELD       CA    93304   (805) 832-3111         100  
   29698   HOLIDAY INN EXPRESS BAKERSFIEL          BAKERSFIELD       CA    93304   (805) 833-3000  9403   108  
   28995   TROPICANA MOTOR INN                     BAKERSFIELD       CA    93305   (805) 861-9294         100  
   25654   ROYAL HAWAIIAN MOTEL                    BAKERSFIELD       CA    93305   (805) 733-4326         43   
   11413   RIO BRAVO RESORT                        BAKERSFIELD       CA    93306   (805) 872-5000         109  
   19508   MOTEL 6 BAKERSFIELD EAST                BAKERSFIELD       CA    93307   (805) 366-7231  8100   111  
    7120   LA MIRAGE MOTEL                         BAKERSFIELD       CA    93307   (805) 324-4593         56   
   21910   NATIONAL 9 TOWNHOUSE                    BAKERSFIELD       CA    93307   (805) 325-3326         35   
   23893   ROYALE PALMS INN                        BAKERSFIELD       CA    93307   (805) 327-5901         103  
    1917   CASA ROYALE MOTEL                       BAKERSFIELD       CA    93307   (805) 323-2000  5800   104  
                                                                                                               
<CAPTION>
                                                   -------- 1995 ---------- --------------------------- 1996 -----------------------
STR CODE   Name of Establishment                   SEP    OCT   NOV    DEC    JAN   FEB    MAR   APR    MAY   JUN    JUL   AUG   SEP
- --------   -------------------------------------   ------------------------ --------------------------------------------------------
<S>        <C>                                     <C>    <C>   <C>    <C>    <C>   <C>    <C>   <C>    <C>   <C>    <C>   <C>   <C>
    5891   MOTEL 6 BUTTONWILLOW NORTH               X      X     X      X      X     X      X      X     X      X     X     X     X 
    6278   SIXPENCE INN BUTTONWILLOW                X      X     X      X      X     X      X      X     X      X     X     X     X 
   12637   GOOD NITE INN BUTTONWILLOW               X      X     X      X      X     X      X      X     X      X     X     X     
   19514   SUPER 8 BAKERSFIELD/BUTTONWILL                                                                                           
   15462   SHILO INN DELANO                                                                                                         
   28517   COMFORT INN DELANO                       X      X     X      X      X     X      X      X     X      X     X     X     X 
   11598   KERNVILLE INN                                                                                                            
   11600   LAZY RIVER LODGE                                                                                                         
   25226   CARAVAN MOTOR INN                                                                                                        
   32159   FLYING J INN                                                                                                             
    6295   MOTEL 6 LOST HILLS                       X      X     X      X      X     X      X      X     X      X     X     X     X 
   19579   ECONOMY INNS OF AMERICA LOST H                                                                                           
   23897   NATIONAL 9 OASIS INN                                                                                                     
   26680   MARICOPA INN                                                                                                             
   29856   TOPPER MOTEL                                                                                                             
    2146   WASCO INN MOTEL                                                                                                          
   10368   BEST WESTERN THE HILL HOUSE                                                                                              
   31203   HOLIDAY INN SELECT CONVENTION            X      X     X      X      X     X      X      X     X      X     X     X     X 
    4752   DOWNTOWNER INN                                                                                                           
    6270   MOTEL 6 BAKERSFIELD CENTRAL              X                                                                             X 
    6272   MOTEL 6 BAKERSFIELD SOUTH                X      X     X      X      X     X      X      X     X      X     X     X     X 
   32582   THRIFTLODGE BAKERSFIELD                                                                 X     X            X     X     X 
    1918   BEST WESTERN OAK INN                                                                                                     
   11410   QUALITY BAKERSFIELD                      X      X     X      X      X     X      X      X     X      X     X     X     X 
    3920   COMFORT INN CENTRAL                      X      X     X      X      X     X      X      X     X      X     X     X     X 
    7121   CALIFORNIA INN PLAZA                                                                                                     
   27186   GARDEN SUITES INN                                                                                                        
   20394   COMFORT INN BAKERSFIELD                  X      X     X      X      X     X      X      X     X      X     X     X     X 
     137   MOTEL 777                                                                                                                
   29698   HOLIDAY INN EXPRESS BAKERSFIEL           X      X     X      X      X     X      X      X     X      X     X     X     X 
   28995   TROPICANA MOTOR INN                                                                                                      
   25654   ROYAL HAWAIIAN MOTEL                                                                                                     
   11413   RIO BRAVO RESORT                                                                                                         
   19508   MOTEL 6 BAKERSFIELD EAST                 X      X     X      X      X     X      X      X     X      X     X     X     X 
    7120   LA MIRAGE MOTEL                                                                                                          
   21910   NATIONAL 9 TOWNHOUSE                                                                                                     
   23893   ROYALE PALMS INN                                                                                                         
    1917   CASA ROYALE MOTEL                                                                                                        
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                   LIST OF PROPERTIES INCLUDED IN
                                                          Bakersfield, CA                                         11/07/96   Page: 2
                                                                                                RESPONSE REPORT     Report #: Res-14

                                                                           Zip                               
STR CODE   Name of Establishment                   City              ST    Code    Telephone      YEAR   ROOMS 
- --------   -------------------------------------   ---------------   --    -----   -------------  -----  ------
<S>        <C>                                     <C>               <C>   <C>     <C>            <C>     <C>  
   11409   BAKERSFIELD LODGE                       BAKERSFIELD       CA    93307   (805) 327-7901        50
   27838   NATIONAL 9 BAKERSFIELD                  BAKERSFIELD       CA    93307   (805) 366-1630 8809   40
   19505   ECONOMY INNS OF AMERICA BAKERS          BAKERSFIELD       CA    93307   (805) 831-9200        139
   11412   SKYWAY INN                              BAKERSFIELD       CA    93308   (805) 399-9321        63
   19506   ECONOMY INNS OF AMERICA BAKERS          BAKERSFIELD       CA    93308   (805) 392-1800        156
    6271   MOTEL 6 BAKERSFIELD NORTH               BAKERSFIELD       CA    93308   (805) 392-9700        149   
    8961   E-Z 8 BAKERSFIELD #2                    BAKERSFIELD       CA    93308   (805) 392-1511        100
   25664   QUALITY AIRPORT/BAKERSFIELD             BAKERSFIELD       CA    93308   (805) 324-5555        203   
    9684   RAMADA BAKERSFIELD                      BAKERSFIELD       CA    93308   (805) 327-0681        185   
   16957   DAYS INN BAKERSFIELD/RACETRACK          BAKERSFIELD       CA    93308   (805) 326-1111 8802   122   
    9629   RED LION BAKERSFIELD/HOTEL              BAKERSFIELD       CA    93308   (805) 323-7111        262   
    5894   COURTYARD BAKERSFIELD                   BAKERSFIELD       CA    93308   (805) 324-6660 8802   146   
    8960   E-Z 8 BAKERSFIELD #1                    BAKERSFIELD       CA    93308   (805) 322-1901        100
   29399   ROADRUNNER MOTEL                        BAKERSFIELD       CA    93308   (805) 323-3727        50
   11411   BEST WESTERN BAKERSFIELD                BAKERSFIELD       CA    93308   (805) 327-9651        198   
    5087   LA QUINTA BAKERSFIELD                   BAKERSFIELD       CA    93308   (805) 325-7400 8605   129   
    8078   BAKERSFIELD MOTEL                       BAKERSFIELD       CA    93309   (805) 322-1911        200
   12138   RADISSON BAKERSFIELD                    BAKERSFIELD       CA    93309   (805) 322-9968 9310   80    
    8555   SUPER 8 BAKERSFIELD                     BAKERSFIELD       CA    93309   (805) 322-1012 8209   90
    5888   MOTEL 6 BAKERSFIELD                     BAKERSFIELD       CA    93309   (805) 327-1686        107   
   28488   RESIDENCE INN BAKERSFIELD               BAKERSFIELD       CA    93309   (805) 321-9800 9007   114   
   17266   CALIFORNIA INN                          BAKERSFIELD       CA    93309   (805) 328-1100        74
    1294   FOUR POINTS BAKERSFIELD                 BAKERSFIELD       CA    93309   (805) 325-9700        197   
   10411   TRAVELODGE BAKERSFIELD SOUTH            BAKERSFIELD       CA    93309   (805) 833-1000 8710   60    
   33053   BEST WESTERN HERITAGE INN               BAKERSFIELD       CA    93312   (805) 764-6268 9601   47
   24777   ECONO LODGE BAKERSFIELD                 BAKERSFIELD       CA    93312   (805) 764-5221 8910   53    
    6299   MOTEL 6 MOJAVE                          MOJAVE            CA    93501   (805) 824-4571        121   
   15512   SCOTTISH INN MOJAVE                     MOJAVE            CA    93501   (805) 824-9317 8904   24
    4781   FRIENDSHIP INN MOJAVE                   MOJAVE            CA    93501   (805) 824-4523        30
   27767   WESTERN INN                             MOJAVE            CA    93501   (805) 824-3601 9312   51
    5727   VAGABOND INN MOJAVE                     MOJAVE            CA    93501   (805) 824-2463        33    
    7186   TRAVEL INN                              MOJAVE            CA    93501   (805) 824-2441        29
   25484   CLOSED LAKESHORE INN                    CALIFORNIA CITY   CA    93505                          0
    6320   MOTEL 6 RIDGECREST                      RIDGECREST        CA    93555   (619) 375-6866        76    
   24410   RIDGECREST MOTORS                       RIDGECREST        CA    93555   (619) 371-1695 7406   61
   25402   CARRIAGE INN                            RIDGECREST        CA    93555   (619) 446-7910        163
   32181   HERITAGE SUITES                         RIDGECREST        CA    93555   (619) 446-7951        46
   18220   ECONO LODGE RIDGECREST                  RIDGECREST        CA    93555   (619) 446-2551 9010   54    

<CAPTION>
                                                   -------- 1995 ---------- --------------------------- 1996 -----------------------
STR CODE   Name of Establishment                   SEP    OCT   NOV    DEC    JAN   FEB    MAR   APR    MAY   JUN    JUL   AUG   SEP
- --------   -------------------------------------   ------------------------ --------------------------------------------------------
<S>        <C>                                     <C>    <C>   <C>    <C>    <C>   <C>    <C>   <C>    <C>   <C>    <C>   <C>   <C>
   11409   BAKERSFIELD LODGE                                                                                                   
   27838   NATIONAL 9 BAKERSFIELD                                                                              
   19505   ECONOMY INNS OF AMERICA BAKERS                                                                      
   11412   SKYWAY INN                                                                                          
   19506   ECONOMY INNS OF AMERICA BAKERS                                                                      
    6271   MOTEL 6 BAKERSFIELD NORTH                X      X      X     X      X      X     X     X      X      X     X     X     X
    8961   E-Z 8 BAKERSFIELD #2                                                                                
   25664   QUALITY AIRPORT/BAKERSFIELD              X      X      X     X      X      X     X     X      X      X     X     X     X
    9684   RAMADA BAKERSFIELD                       X      X      X     X      X      X     X     X      X      X     X     X     X
   16957   DAYS INN BAKERSFIELD/RACETRACK           X      X      X     X      X      X     X     X      X      X     X     X     X
    9629   RED LION BAKERSFIELD/HOTEL               X      X      X     X      X      X     X     X      X      X     X     X     X
    5894   COURTYARD BAKERSFIELD                    X      X      X     X      X      X     X     X      X      X     X     X     X
    8960   E-Z 8 BAKERSFIELD #1                                                                                
   29399   ROADRUNNER MOTEL                                                                                    
   11411   BEST WESTERN BAKERSFIELD                 X      X      X     X      X      X     X     X      X      X     X     X     X
    5087   LA QUINTA BAKERSFIELD                    X      X      X     X      X      X     X     X      X      X     X     X     X
    8078   BAKERSFIELD MOTEL                                                                                   
   12138   RADISSON BAKERSFIELD                     X      X      X     X      X      X     X     X      X      X     X     X     X
    8555   SUPER 8 BAKERSFIELD                                                                                 
    5888   MOTEL 6 BAKERSFIELD                      X      X      X     X      X      X     X     X      X      X     X     X     X
   28488   RESIDENCE INN BAKERSFIELD                X      X      X     X      X      X     X     X      X      X     X     X     X
   17266   CALIFORNIA INN                                                                                      
    1294   FOUR POINTS BAKERSFIELD                  X      X      X     X      X      X     X     X      X      X     X     X     X
   10411   TRAVELODGE BAKERSFIELD SOUTH             X      X      X     X                         X      X      X     X     X     X
   33053   BEST WESTERN HERITAGE INN                                                                           
   24777   ECONO LODGE BAKERSFIELD                  X      X      X     X      X      X     X     X      X      X     X     X     X
    6299   MOTEL 6 MOJAVE                           X      X      X     X      X      X     X     X      X      X     X     X     X
   15512   SCOTTISH INN MOJAVE                                                                                 
    4781   FRIENDSHIP INN MOJAVE                                                                               
   27767   WESTERN INN                                                                                         
    5727   VAGABOND INN MOJAVE                      X      X      X     X      X      X     X     X      X      X     X     X     X
    7186   TRAVEL INN                                                                                          
   25484   CLOSED LAKESHORE INN                                                                                
    6320   MOTEL 6 RIDGECREST                       X      X      X     X      X      X     X     X      X      X     X     X     X
   24410   RIDGECREST MOTORS                                                                                   
   25402   CARRIAGE INN                                                                                        
   32181   HERITAGE SUITES                                                                                     
   18220   ECONO LODGE RIDGECREST                   X      X      X     X      X      X     X     X      X      X     X     X     X
</TABLE>



===============================================================================

                                APPRAISAL REPORT
                                 SHILO INN HOTEL

                                   Located At
                             3200 WEST TEMPLE AVENUE
                            POMONA, CALIFORNIA 91768

                                      As Of
                                DECEMBER 1, 1996

                                  Prepared for:
                                     KEYCORP
                           REAL ESTATE CAPITAL MARKETS
                          700 FIFTH AVENUE, 52nd FLOOR
                            SEATTLE, WASHINGTON 98104

                                  Prepared by:
                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106

================================================================================
<PAGE>

                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106
                          TELEPHONE: (818) 795-5087

December 9, 1996

Mr. David Thatcher
Senior Vice President
KeyCorp
Real Estate Capital Markets
700 Fifth Avenue, 52nd Floor
Seattle, Washington  98104

Re:   Appraisal Report of Shilo Inn
      3200 W. Temple Avenue
      Pomona, CA   91768

Dear Mr. Thatcher:

In conjunction with the above captioned appraisal report ("Report"), we have
conducted the required investigation, gathered the necessary data, and made
certain analyses that were used in forming the opinion of the market value of
the above referenced Property.

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral to secure a proposed
loan. This Report is intended to comply with the requirements of the Uniform
Standards of Professional Appraisal Practice (USPAP), as promulgated by the
Appraisal Standards Board of the Appraisal Foundation.

The purpose of this Report is to express our opinion of the market value of the
Property subject to the definitions of value, the assumptions and limiting
conditions and the certification contained in the attached Report. The Report:

      o May be relied upon by Merrill Lynch Mortgage Capital Inc. in determining
        whether to make a loan(s) evidenced by a note ("Property Note") secured
        by the Property;

      o May be relied upon by any purchaser in determining whether to purchase
        the Property Notes for these transactions from Merrill Lynch Mortgage
        Capital Inc.;

      o May be relied upon by any Rating Agency in rating securities issued by
        Merrill Lynch Mortgage Capital Inc. and representing an interest in the
        Property Notes;


                                                                        Page i
<PAGE>

Mr. David Thatcher
December 9, 1996
Page -2-

      o May be included with and referred to in materials offering the Property
        Notes or an interest in the Property Notes for sale.

The subject property is a 160-unit Shilo Inn hotel complex which is located at
3200 West Temple Avenue in the city of Pomona, Los Angeles County, California
91678. It is situated on a 5.35 acre site, with visibility from the Orange
Freeway (57) and direct access from Temple Avenue. The improvements are
comprised of a one-story lobby/registration building, a four-story guest rooms
building and a part two-story free standing restaurant building. The
improvements contain a total of 104,704 square feet gross building area, built
in 1984 and are currently in good condition. The hotel property is owned and
operated by the Shilo Inn Hotels and the restaurant is leased.

The subject property and comparables were last inspected November 13, 1996.
Based on the investigation and analysis outlined in the report and subject to
the assumptions and limiting conditions as set forth within the context of this
report, the estimated market value of the Fee Simple Estate, as a going concern
with existing furniture, fixture and equipment, As Is, as of December 1, 1996
was:

                                  $4,550,000
               FOUR MILLION FIVE HUNDRED FIFTY THOUSAND DOLLARS

The report that follows sets forth the identification of the property, the
assumptions and limiting conditions, pertinent facts regarding the area and the
subject property, comparable data and the reasoning leading to the conclusions
set forth.

Sincerely,



/s/ M. Hammad
M. Hammad, MAI
Certified General Appraiser
CA No. AG002849


                                                                        Page ii
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

                              TABLE OF CONTENTS

ASSUMPTIONS AND LIMITING CONDITIONS                                            V

SALIENT FACTS AND CONCLUSIONS                                                VII

SUBJECT PHOTOGRAPHS                                                            8

IDENTIFICATION OF THE PROPERTY                                                15

PURPOSE OF THE APPRAISAL                                                      15

FUNCTION OF THE APPRAISAL                                                     15

DATE OF VALUATION                                                             16

HISTORY AND OWNERSHIP                                                         16

SCOPE OF THE ASSIGNMENT                                                       16

MARKETING AND EXPOSURE PERIODS                                                16

AMERICAN DISABILITIES ACT COMPLIANCE                                          17

PROPERTY RIGHTS APPRAISED                                                     17

HAZARDOUS MATERIAL STATEMENT                                                  17

COMPETENCY PROVISION                                                          18

DEFINITIONS                                                                   18

REGIONAL OVERVIEW                                                             20

AREA DESCRIPTION                                                              28

HOTEL INDUSTRY OVERVIEW                                                       29

SITE DESCRIPTION                                                              36

PLAT MAP                                                                      38


- -----------------------------------                                          iii
James Ratkovitch & Associates, Inc.
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

TABLE OF CONTENTS (CONTINUED)

IMPROVEMENT DESCRIPTION                                                       39

HIGHEST AND BEST USE ANALYSIS                                                 52

VALUATION                                                                     55

COST APPROACH                                                                 58

DIRECT COMPARISON APPROACH                                                    70

INCOME APPROACH                                                               83

RECONCILIATION AND FINAL VALUE CONCLUSIONS                                   102

CERTIFICATIONS                                                               104

APPRAISER'S QUALIFICATIONS

ADDENDA

Legal Description
Restaurant Lease
Historical Operating Data
Smith Travel Research Hotel Operating Statistics
PKF Industry Standards
Smith Travel Research Report


- -----------------------------------                                           iv
James Ratkovitch & Associates, Inc.
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------


                      Assumptions & Limiting Conditions

The analysis of the property is predicated upon the following assumptions and
conditions:

The date of value to which the opinions expressed in this report apply is set
forth in the letter of transmittal. The Appraiser assumes no responsibility for
economic or physical factors occurring at some later date which may affect the
opinions herein stated.

No opinion is intended to be expressed for legal matters or that would require
specialized investigation or knowledge beyond that ordinarily employed by real
estate appraisers, although such matters may be discussed in the report.

No opinion as to title is rendered. Data on ownership and the legal description
were obtained from sources generally considered reliable. Title is assumed to be
marketable and free and clear of all liens and encumbrances, easements, and
restrictions except those specifically discussed in the report.

The property is appraised assuming it to be under responsible ownership and
competent management and available for its highest and best use.

No engineering survey has been made by the Appraiser. Except as specifically
stated, data relative to size and area were taken from sources considered
reliable, and no encroachment of real property improvements is assumed to exist.

Maps, plats, and exhibits included herein are for illustration only, as an aid
in visualizing matters discussed within the report. They should not be
considered as surveys or relied upon for any other purpose.

No opinion is expressed as to the value of subsurface oil, gas, or mineral
rights and the property is not subject to surface entry for the exploration or
removal of such material except as expressly stated.

Testimony or attendance in court or at any other hearing is not required by
reason of rendering this appraisal unless such arrangements are made and
compensation is agreed in advance.

No soil studies covering the subject property were available to the Appraiser,
therefore, assumptions as to soil qualities employed in this report are not
conclusive but have been considered consistent with information available to the
Appraiser.

Earthquakes are not common in the area. No responsibility is assumed due to
their possible effects on individual properties unless detailed geological
reports are made available.

The property has been personally inspected by the appraisers so designated in
the Certification and have found no obvious evidence of structural deficiencies
except as stated in the report; however, no responsibility for hidden defects or
conformity to specific governmental requirements such as fire, building and
safety, earthquake, or occupancy codes can be assumed without provision of
specific professional or governmental inspections.


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Assumptions & Limiting Conditions (continued)

No consideration has been given in this appraisal to personal property located
on the premises unless specifically addressed within this report. Only real
property items have been considered unless specifically mentioned.


The rental areas herein discussed have been calculated in accord with standards
developed by the American Standards Association as included in Real Estate
Terminology.

This report is based, in part, upon information assembled from a wide range of
sources. An impractical and uneconomic expenditure of time would be required in
attempting to furnish unimpeachable verification in all instances, particularly
as to market related information, therefore, the incorporated data cannot be
guaranteed.

The dollar amount of any value opinion herein rendered is based upon the
purchasing power of the United States dollar existing at the date of value.

The Appraiser reserves the right to make such adjustments to the valuation
herein reported as may be required by consideration of additional or more
reliable data that may become available.

In the event this report is placed in the hands of a third party, such party
must be made cognizant of any and all limiting conditions resulting from the
basis of our employment and discussions related thereto as well as those set
forth herein.

When improvements are labeled proposed or when development type properties are
concerned, the property has been appraised subject to certain assumptions as to
the quality and nature of the completed buildings, tenant improvements, land
improvements or infrastructure. The basis for these assumptions were provided by
the client, his representative, or government officials. Any deviation from
these specifications will render the conclusions, which are based on those
assumptions, useless and void.

Hazardous substances, if present within a facility, can introduce an actual or
potential liability that will adversely affect the marketability and value of
the facility. Such liability may be in the form of immediate recognition of
existing hazardous conditions requiring correction and the future obligation
that can stem from the release of currently non-hazardous contaminants, such as
asbestos fibers or toxic vapors from urea formaldehyde foam insulation, through
aging or building renovations. In the development of our opinion of value, no
consideration has been given to such liability or its impact on value. The
Appraiser is not qualified to make an investigation to determine the possible
presence of toxic materials requiring either immediate or future correction.
There are experts in this special field who can conduct such investigations and
provide guidance regarding the impact of toxic materials that may be present in
the subject property.

Disclosure of the contents of this appraisal report is governed by the bylaws
and regulations of the Appraisal Institute. Neither all nor any part of the
contents of this report (especially any conclusions as to value, the identity of
the appraisers or the firm with which they are connected, or any reference to
the Appraisal Institute or the MAI, SRPA, RM, SRA, or SREA designations) shall
be disseminated to the public through advertising media, public relations media,
news media, sales media, or any other public means of communication without the
prior written consent and approval of the undersigned.


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                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS

LOCATION:                           Shilo Inn
                                    3200 Temple Avenue
                                    Pomona, California  91768

ASSESSOR'S PARCEL NO.:              8710-014-018

PROPERTY RIGHTS APPRAISED:          Fee Simple Estate

OWNER OF RECORD:                    Mark S. Hemstreet

PROPERTY TYPE:                      160 unit hotel

ZONING:                             C-4, Highway Commercial, City of Pomona

SITE AREA:                          5.35 acres;  (233,046 square feet)

IMPROVEMENTS:                       The  subject   improvements   consists  of
                                    three building  hotel  complex.  The guest
                                    registration/lobby   building   is  a  one
                                    story   structure   which  contains  4,340
                                    square feet; the guest rooms  structure is
                                    a  four-story   building   which  contains
                                    90,183  square  feet  and  the  restaurant
                                    building  is  a  part  two-story  building
                                    which  contains  10,181  square feet.  The
                                    total  gross   building  area  is  104,704
                                    square  feet.  The  construction  is  wood
                                    frame   with   stucco    exterior   walls,
                                    balconies and tile roof. The  improvements
                                    were completed in 1984.

HIGHEST AND BEST USE:               As Vacant:  Commercial development
                                    As Improved:      Existing Use

VALUE CONCLUSIONS:

   Land Value-Hotel Site:           $2,330,000
   F, F & E:                        $400,000 ($2,500/room)
   Cost Approach:                   $6,510,000
   Direct Sales Comparison:         $4,850,000
   Income Capitalization Approach:  $4,550,000

   Final Value Estimate             $4,550,000

ESTIMATED MARKETING TIME:           Twelve Months

LAST DATE OF INSPECTION:            November 13, 1996
DATE OF VALUE:                      December 1, 1996


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                             SUBJECT PHOTOGRAPHS
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                     View of the subject from Temple Avenue
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         View of the subject registration building from Temple Avenue


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              View of guest registration building from driveway
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       View of the guest rooms building and pool area from parking lot


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                View of the restaurant building from driveway
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   View of the registration building and guest rooms building from driveway


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            View of the northwest side of the guest rooms building

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             View of the northeast side of the guest rooms building


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        View of the east wing of the guest room building from the rear
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  View of the south side of the guest rooms building and central pool and deck
                                      area


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                               [GRAPHIC OMITTED]

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                             Interior view of lobby
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                               [GRAPHIC OMITTED]

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                            View of the exercise room


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               Street view looking easterly along Temple Avenue
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                                [GRAHIC OMITTED]

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                Street view looking westerly along Temple Avenue


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                         IDENTIFICATION OF THE PROPERTY

The subject property is a Shilo Inn hotel located at 3200 W. Temple Avenue,
Pomona, Los Angeles County, California 91768. The subject is situated on an
irregular site that is located along the north side of Temple Avenue and the
west side of Folley Way, with good access and exposure from the Orange Freeway.

Legal Description

The subject property is legally identified as Parcel 5, as shown on Parcel Map
No. 6172, in the city of Pomona, as per map filed in Book 69, Pages 11 to 14
inclusive of parcel maps, in the office of the county recorder of Los Angles
County, State of California. It also includes a non-exclusive easement for
ingress and egress over that portion of Lot 7, Parcel Map No. 6172, lying
northerly of Temple Avenue and southerly of line parallel with and one hundred
feet distant therefrom, except the southerly thirty six feet of the westerly
twenty feet thereof.

The property is further identified as Los Angeles County assessor's parcel
number 8710-014-018.

                            PURPOSE OF THE APPRAISAL

The purpose of the appraisal is to express our opinion of the market value,
"As-is" of the Fee Simple Estate, of the going concern, in the subject property,
as of the stated appraisal date.


                          FUNCTION OF THE APPRAISAL

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral for a proposed loan for
its underwriting purposes. This appraisal is intended to comply with the
requirements of the Uniform Standards of Professional Appraisal Practice
(USPAP), as promulgated by the Appraisal Standards Board of the Appraisal.

      0 May be relied upon by KeyCorp and Merrill Lynch Mortgage Capital Inc. in
        determining whether to make a loan(s) evidenced by a note ("Property
        Note") secured by the Property;
 
      O May be relied upon by any purchaser in determining whether to purchase
        the Property Notes for these transactions from Merrill Lynch Mortgage
        Capital Inc.;

      O May be relied upon by any Rating Agency in rating securities issued by
        Merrill Lynch Mortgage Capital Inc. and representing an interest in the
        Property Notes;

      O May be included with and referred to in materials offering the Property
        Notes or an interest in the Property Notes for sale.


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                              DATE OF VALUATION

The date of valuation is December 1, 1996. The subject and the comparables were
last inspected on November 13, 1996.

                            HISTORY AND OWNERSHIP

The apparent owner of the subject property is Mark Hemstreet. Based on our
investigations of the public records an internal transfer occurred in June 1994.
No other transfers of the subject have occurred within the past three years. The
property is not listed for sale or lease.

                           SCOPE OF THE ASSIGNMENT

This appraisal has been made in accordance with the accepted techniques,
standards, methods and procedures as stated in the Uniform Standards of
Professional Appraisal Practice of the Appraisal Institute. The value set forth
herein was estimated after application and analysis by the Direct Sales
Comparison Approach to value and an Income Approach analysis using
capitalization and discounting methods.

The appraiser researched the market for sales of vacant land similar to the
subject's land. This was added to the estimated depreciated cost to build the
improvements to arrive at a reasonable Cost Approach to value. The subject
market area was surveyed to obtain an indication of overall market rents,
typical expenses and occupancy levels, in order to analyze the subject income
stream for the Income Approach to value. Additionally, sales of improved
properties similar to the subject property were analyzed to determine both the
demand for and to estimate market value of the subject property. The three
approaches were correlated to arrive at a final value. This is a complete
appraisal/self contained report. All the data gathered was verified and adjusted
according to superiority or inferiority relative to the subject property in
order to obtain a value indication for the subject property.

                         MARKETING AND EXPOSURE PERIODS

According to Korpacz Real Estate Investor Survey, Second Quarter 1996, the
average marketing time for national investment property is 9.89 months as
compared to 11.01 months a year prior. According to CB Commercial Investor
Survey, First Quarter 1996, the marketing time for hotels ranges between 6-18
months and averages 8.4 months. Sales used in our market approach analysis
indicate a range between 1 and 12 months marketing time. Hotel and motel brokers
indicate that properties similar to the subject are expected to have marketing
periods of approximately 9 to 12 months. This appraisal is based on a 12 month
marketing period. Exposure period is a retrospective indication of market time
and for the subject property is estimated to be the same as the marketing
period.


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                      AMERICAN DISABILITIES ACT COMPLIANCE

The subject property is appraised without a specific compliance survey having
been constructed to determine if the property is or is not in conformance with
the requirements of the Americans with Disabilities Act (ADA). The presence of
architectural and communications barriers that are structural in nature that
would restrict access by disabled individuals may adversely affect the
property's value, marketability or utility.

                          PROPERTY RIGHTS APPRAISED

The rights in realty are typically identified with respect to properties such as
the subject are the Fee Simple, Leased Fee, and Leasehold Estate. These are
defined as follows:(1)

Fee Simple Estate: An absolute fee; a fee without limitations to any particular
class of heirs or restrictions, but subject to the limitations of eminent
domain, escheat, police power and taxation. An inheritable estate.

Leased Fee Estate: A property held in fee with the right of use and occupancy
conveyed by lease to others. A property consisting of the right to receive
rentals over a period of time, plus the right of ultimate repossession at the
termination of the lease.

Leasehold Estate: A property held under tenure of lease. The right of use and
occupancy of real property by virtue of a lease agreement. The right of a lessee
to use and enjoy real estate for a stated term and upon certain conditions, such
as the payment of rent.

The property rights appraised within the context of this report are described as
the Fee Simple Estate.

                          HAZARDOUS MATERIAL STATEMENT

In this appraisal assignment, unless otherwise stated, the existence of
potentially hazardous material used in the construction or maintenance of the
building, such as the presence of toxic waste, which may or may not be present
on the property, was not observed by the appraiser; nor do we have any knowledge
of the existence of such materials on or in the property. The appraiser is not
qualified to detect such substances. The presence of potentially hazardous
insulation may have an effect on the value of the property. The value estimate
is predicated on the assumption that there is no such material on or in the
property that would cause a loss in value. No responsibility is assumed for any
such conditions, or for engineering or scientific knowledge required to discover
such materials. The client is urged to retain an expert in this field, if so
desired.

- ---------- 
(1) Real Estate Terminology; American Institute of Real Estate
Appraisers; Burl N. Boyce, Ph.D.; Ballinger Company: 1975.
- -----------------


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                              COMPETENCY PROVISION

We attest that the writer of this report has attained a level of competency
necessary to complete the assignment in a diligent manner, utilizing all the
commonly recognized analysis techniques considered normal for a prudent
evaluation effort. The reader is referred to the appraisers' qualifications in
the addenda for further confirmation of the appraisers' training and background.

Definitions

"(2) 'Market value'(2) means:
   (i) The most probable price which a property should bring in a competitive
   and open market under all conditions requisite to a fair sale, the buyer and
   seller, each acting prudently, knowledgeably and assuming the price is not
   affected by undue stimulus. Implicit in this definition is the consummation
   of a sale as of a specified date and the passing of title from seller to
   buyer under conditions whereby:

      A. buyer and seller are typically motivated;
      B. both parties are well  informed or well  advised,  and each acting
         in what he considers his own best interest;
      C. a reasonable time is allowed for exposure in the open market;
      D. payment  is made in  terms  of cash in US  dollars  or in terms of
         financial arrangements comparable thereto; and
      E. the price represents a normal  consideration for the property sold
         unaffected by special or creative financing or sales concessions
         granted by anyone associated with the sale.

(ii) Adjustments to the comparables must be made for special or creative
financing or sales concessions. No adjustments are necessary for those costs
that are normally paid by sellers as a result of tradition or law in a market
area; these cost are readily identifiable since the seller pays these costs in
virtually all sales transactions. Special or creative financing adjustments can
be made to the comparable property by comparisons to financing terms offered by
a third party institution lender that is not already involved in the property or
transaction. Any adjustment should not be calculated on a mechanical dollar for
dollar cost of the financing or concession, but the dollar amount of any
adjustment should approximate the market's reaction to the financing or
concessions based on the appraiser's judgment."

Going Concern Value

According to the Dictionary of Real Estate Appraisal, Third Edition, going
concern value is defined as: the value created by a proven operation; considered
as a separate entity to be valued with a specific business establishment.

- ---------- 
(2) This definition of market value is predicated on the Uniform Standards of
Professional Appraisal Practice (USPAP) and fully complies with those
requirements mandated by the Offce of Thrift Supervision (OTS), Office of the
Comptroller of Currency (OCC), Federal Deposit Insurance Corporation (FDIC),
National Credit Union Adminsitration (NCUA), Federal Home Loan Bank Board
(FHLBB), and the Resolution Trust Corporation (RTC).


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                                  Regional Map


                               [GRAPHIC OMITTED]
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                              REGIONAL OVERVIEW

LOCATION

The subject property is located in Pomona, at the eastern end of Los Angles
County, adjacent to Riverside and San Bernardino Counties and north of Orange
County, California. Los Angeles in Los Angeles County. Los Angeles County is one
of the five county areas also comprised of Ventura, Riverside, Orange and San
Bernardino Counties which contain nearly half of the state's businesses.

The Greater Los Angeles Metropolitan Area is one of the largest regions in the
United States and has experienced continued growth in population, employment,
manufacturing, housing, retail sales and investment opportunities since the end
of World War II. The Los Angeles area has the second largest concentration of
population, business and industry, exceeded only by the Greater New York Area.
The five county area ranks second in manufacturing shipment and retail sales,
and third in manufacturing employment, personal income and world trade.

Nearly half of the economy of the state of California is concentrated in the
five county area although it represents less than five percent of the state's
total land area. Approximately half of the state's businesses are located here
as well as over sixty percent of the manufacturers in the state.

The following table illustrates the comparative size of each county in the five
county area:

         Los Angeles County                       4,083  Square Miles
         Orange County                              782  Square Miles
         Riverside County                         7,240  Square Miles
         San Bernardino County                   20,160  Square Miles
         Ventura County                           1,844  Square Miles
         Total Five County Area                  34,109  Square Miles

POPULATION:

Los Angeles is the largest county in the state and its population continues to
grow a steady pace. The continued population growth during the decades of 1970
and 1980 is in sharp contrast to the population losses experienced by many large
metropolitan areas in other parts of the United States.


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================================================================================

                               [GRAPHIC OMITTED]

================================================================================

                                  AREA MAP


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REGIONAL ANALYSIS (Continued)

The annual changes in population is illustrated on the following chart:

                  Date  Population              Average Increase
                  ----------------------------------------------
                  1980  7,500,300               ----
                  1985  8,190,900               1.84%
                  1990  8,897,500               1.73%
                  1991  9,016,100               1.33%
                  1992  9,130,200               1.27%
                  1993  9,194,200               0.70%
                  1995  9,216,200               0.24%

               Source:  The California Department of Finance, 1996.

As illustrated by the chart, the population continues to grow but at a
diminished rate. This trend is expected to continue in the immediate future as
numerous industries relocate out of the area to locations with a lower cost of
operations and less restrictive environmental and labor laws.

EMPLOYMENT:

The civilian labor force of the Los Angeles-Long Beach metropolitan area total
over 4.1 million persons. During the years from 1994-1995 to 1990, the labor
force of the area grew by 4.4%. The total civilian labor force decreased by
5.73% from 4,349,000 in 1990 to 4,100,100 in 1994-1995 and in 1995 it increased
slightly to 4,173,000. Of these amounts, the total unemployment counted at
402,000 or 9.8%; a year ago 1995 unemployment was 336,000 or 8.2%. This
represents a substantial increase from the 1991 levels when the unemployment
rate was 5.9%.

Although the Los Angeles area is well known for its entertainment and high tech
industries, employment in the area is actually well balanced and diversified
with Manufacturing representing 23.4%, Trade at 23.3%, Services at 25.3%,
Government at 12.5%, Finance at 6.8%, Transportation and Utilities at 5.2%,
Construction at 3.1% and Agriculture and Mining representing the balance.


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REGIONAL ANALYSIS (Continued)

FINANCE AND RETAIL TRADE:

Los Angeles has become one of the country's largest financial centers with more
than 750 banks, including 28 foreign banking institutions within the county
boundaries. Savings and loan associations assets decreased substantially from
1989 to 1995, and the number of associations decreased from a high of 180 to
under 120 due to consolidation and liquidation. The recent acquisition of First
Interstate Bank by Wells Fargo Bank will further consolidate the banking
industry and will lead to a loss of numerous branches and an estimated 7,000
jobs.

Taxable retail sales in the county of Los Angeles totaled over $50 billion in
1995. The entire Los Angeles marketing area represents one third of the
population, buying power and retail sales of the three West Coast States. Retail
sales are up by 1.7% from a year ago and are expected to continue to recover in
the future due to stabilizing economic conditions.

Construction lending has decreased for the month of January 1996 and is reported
at $113.2 million, as compared to a year ago for the same period of $154.8
million, indicating a decrease of 26.9%. Property lending has been stable with
$1.18 billion a year ago and $1.19 billion in January 1996. Refinance lending
has increased from $729.7 million from a year ago figures to $967.2 million as
of January 1996. Foreclosure volume is up from $457 million a year ago to $506
million as of January 1996.

Housing starts are up 29% from 617 a year ago to 796. Home sales are down by
8.8% from 5,662 a year ago to 5,166. And home prices are down 4.2% from a year
ago levels while condominium prices are down 5.0% for the same period.

Apartment prices are down 6.1% as compared to a year ago and vacancy rates for
apartments are down from 10.3% a year ago to 9.6% as of January 1996. Office
vacancy rates as of the fourth quarter of 1995 were reported at 18.8% for
downtown, 13.8% for the San Fernando Valley, 15.2% for West Los Angeles, and
23.6% for the South Bay. Industrial vacancy is reported at 11.2% for Downtown,
8.2% for the South Bay and 5.9% for the San Gabriel Valley. Hotel occupancy
rates as of 65.5% as compared to 63.8% a year ago. Room rates are also up from
$83.47 average a year ago to $85.37. The passenger count at Los Angeles
International Airport in October 1995 was up 3.1% from a year ago levels and
Burbank was up 3.0%.

Source:  Econowatch Los Angeles Business Journal, January 29, 1996


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REGIONAL ANALYSIS (Continued)

TAXES AND GOVERNMENT:

Besides the jurisdiction of the counties, numerous other city governments
operate within the area. There are over 80 individual cities in Los Angeles
County. In addition, there are 189 school districts and over 500 special
districts such as flood control, lighting, sanitation, and fire protection with
the Greater Los Angeles area. An exact estimate to taxes depends entirely upon
the location of the property in each county and respective city and taxing
districts.

Property taxes for the entire state were reduced substantially as a result of
the passage of the Jarvis-Gann Initiative in June, 1978. Currently, property
taxes are limited to 1% of the assessed value, but will probably be somewhat
higher due to the ability of the taxing districts to add any bonded indebtedness
to the tax bill. The assessed value is limited to a 2% annual increase or the
general rise in real estate prices, whichever is less. In 1983, the increase was
1% since a 2% increase could not be supported in the market. Real property is
subject to a reappraisal upon a change of ownership as defined by Article XIIIA
of The California State Constitution and subsequent explanatory legislation of
the State Board of Equalization directives.

TRANSPORTATION:

Southern California has an extensive system of highways, railroads, airports and
deep water ports which offer industry a variety of means for efficiency and
conveniently transporting raw materials and finished products. The
transportation network provides easy connections and access to markets within
California as well as throughout the nation and world. The current freeway
system is under constant maintenance and numerous additional freeway routes have
been adopted or are under construction.

The Southern California Rapid Transit District carries 1.2 million riders daily
from all over the Los Angeles region. Express busses running directly into and
out of the city provide transportation for commuters in the suburbs. Commuters
can also park on the fringe of the city and ride buses to their respective
places of employment. A downtown minibus system allows for additional
transportation within the heart of downtown. Construction on the Metro Rail
system in currently in progress which will link downtown Los Angeles to the
Wilshire District and portions of the San Fernando Valley. The Blue Line which
connects Los Angeles to Long Beach began operation in late 1990.


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REGIONAL ANALYSIS (Continued)

Located within the Los Angeles area are numerous railroad companies which
provide links to the continental United States and Canada. These rail companies
offer a variety of shipping facilities and transport over eight billions tons of
freight from the Los Angeles area annually.

The Los Angeles-Orange County area comprise a complex of 107 cities which are
connected by 26,000 miles of interlaced railways and over 600 miles of freeways.

Los Angeles International Airport (LAX) is the third busiest commercial air
travel center in the world. In 1995, 46 million passengers and over one million
pounds of cargo were transported through the airport. Plans are underway to
expand the airport's cargo and passenger capacity.

The Port of Los Angeles and Long Beach are the largest man-made ports on the
West Coast and handle over 125 million tons of cargo annually.

CLIMATE AND RECREATION:

Similar to most of the coastal communities of Southern California, Los Angeles
County enjoys a Mediterranean type climate. The average annual rainfall is
approximately 14.87 inches, with most precipitation occurring in the winter
months (January through March). In the winter months temperatures are generally
mild and the summer months temperatures are warm to hot.

In general, the mild climate and attractive geography have enhanced Los Angeles
County's attractiveness as a place to live and work.

Los Angeles County provides access to numerous boating and water sport
facilities and several miles of maintained beaches and recreational parks,
camping facilities, golf course and sports facilities.


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REGIONAL ANALYSIS (Continued)

ENTERTAINMENT:

Los Angeles is at the center of the entertainment industry. More than 90% of the
world's recorded entertainment is produced within a five mile radius of
Hollywood, and the area offers a wide selection of movies and live
entertainment. In addition, the Greater Los Angeles Metropolitan Area has among
the most noted amusement parks and entertainment facilities in the country.
These include Disneyland, Magic Mountain, Universal Studios Tour and Citywalk,
Knotts Berry Farm and others. In addition, their are hundreds of parks and
maintained wilderness areas, public and municipal golf courses, several miles of
white sand beaches and several public and private museums housing rare natural
history exhibits and art collections.

CONCLUSIONS AND TRENDS:

The outlook for the Los Angeles Metropolitan Area remains favorable in the long
term with the current recession expected to reach an end in the foreseeable
future. The wide diversity of occupations, goods and services available coupled
with a steady population growth and excellent higher education facilities should
provide the region with a positive economic base in the near future.

Several major negative events occurred in the past five years, including the
1992 riots, the 1994 Northrdige earthquake, several severe wild fires and
flooding events and the prolonged recession that gripped the region and resulted
in a major change in the economic and employment structure. The effect of these
events has faded most recently and there is increasing evidence of an economic
recovery and stabilized market conditions. Employment is up and many of the jobs
lost in the early part of the decade have been replaced, albeit with lower
paying and less desirable service oriented jobs.

The tourism industry is in an impressive rebound and the entertainment industry
continues its impressive growth. International trade and high tech employment
are also up significantly in the past few years. Real estate foreclosures are
down 9.8 percent from a year ago and housing tract permits are up 75.5 percent.
Several major expansions are planned by such giants as Walt Disney,
MCA/Universal, NBC and Warner Brothers studios in the east San Fernando Valley.
SKG Dreamworks is planning s major facilities in Glendale and in Playa Vista on
the Westside. Santa Monica is also attracting entertainment office space demand
and housing demand is up in better located neighborhoods.

In summary, the Los Angeles region appears to have survived the recent recession
and market conditions are steadily improving. Several structural problems such
as traffic congestion, government regulation and high crime still need to be
properly addressed. however, on the whole the currently lower real estate
prices, large population and economic base and general demographics continue to
make the area attractive to residents, industry and investors.


- -----------------------------------                                           26
James Ratkovitch & Associates, Inc.
<PAGE>

3200 Temple Avenue, Pomona, Ca
- ------------------------------

                                    Area Map

                               [GRAPHIC OMITTED]

- -----------------------------------                                           27
James Ratkovitch & Associates, Inc.
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

                                   AREA DATA

Neighborhood Description/Introduction
The Appraisal Institute defines a neighborhood as "a group of complementary land
uses"2. A Neighborhood may be more specifically defined as "a portion of a
larger community, or an entire community, in which there is a homogeneous
grouping of inhabitants, buildings or business enterprises."(3) "...neighborhood
boundaries may consist of well defined natural or manmade barriers or they may
be more or less well defined by a distinct change in land use..."(3)

The subject property is located on the north side of Temple Avenue, west of
Folley Way in the west section of Pomona, west of the Orange Freeway (57),
between the San Bernardino Freeway and the Pomona Freeway (60). Located in the
subject's surrounding area is the Frank Lanterman State Hospital, directly to
the south, and Cal State Polytechnic University in Pomona, located at Temple
Avenue and Kellogg Drive, west of the subject.

Communities surrounding Pomona include San Dimas and La Verne to the north,
Montclair and Ontario tot he east, Chino to the south and Walnut and Industry to
the west. Pomona is an incorporated city that covers approximately 23 square
miles and is situated 31 miles east of downtown Los Angeles. It has a population
of 140,000 persons but is an integral part of Southern California and is
strategically situated near the intersection of three major counties. Pomona is
more closely identified with the Inland Empire and Ontario than with Los
Angeles, and is also influenced by north Orange County.

The subject's neighborhood is accessed from the Orange Freeway via Temple Avenue
and is surrounded by commercial and institutional uses with open space hills and
residential uses in the surrounding area. Temple Avenue leads west and north to
Pomona and Valley Boulevards before it reaches Cal State Poly University and San
Antonio College. The area to the east of the Orange Freeway is residential in
character.

The subject property is situated on a site that plateaus above the freeway
traffic and enjoys very good visibility. There is a second, Shilo Inn property
located on the south side of Temple Avenue which is a 130 unit all-suite
property that complements the subject. Other uses in the area include service
stations, fast food restaurants, University Tech Center and the Frank Lanterman
State Hospital. Overall, the subject is considered to be well located in
relation to it's surrounding neighborhood, major demand generators such as Poly
Tech and Lanterman Hospital and nearby Diamond Bar, Pomona Fairgrounds and the
western end of the Inland Empire, all of which generate both tourist and
commercial demand for hotel rooms. Trends have recently turned positive and
signs of economic recovery in Southern California are evident.

- ----------
(3) The Appraisal of Real Estate; 10th Edition, The Appraisal Institue; 1988
- ----------------------------------


James Ratkovich & Associates, Inc.                                            28
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3200 Temple Avenue, Pomona, CA
- ------------------------------

                             Hotel Industry Overview

Shilo Inns Company is in the competitive limited-service hotel market. According
to Trends in the Hotel Industry, 1996, this segment of the lodging industry saw
a proliferation of new properties in the mid-1980s. It was seen as a favorable
segment with guest rooms that are frequently superior to full-service hotel
rooms at one-half to two-thirds the rate. For hotel managers the properties are
simple to operate and for ownership and lenders, they provide higher profit
margins and lower risk. The limited service hotel segment appears to have
matured and is lagging the industry as a whole but have still achieved in 1995
an aggregate occupancy of 70 percent and average room rates increased 5.9
percent and 41.8 percent average operating profit. Its market demand is reported
at 51.4 percent tourist and 45.8 percent business with the balance allocated to
conventions and conferences.

Shilo Inns typically provides an example of a good limited service hotel
property. Their hotels typically have clean and modern properties with good
access, exposure and on-site parking. The interiors typically contain a
comfortable lobby with check-in counter, one or more meeting rooms, fitness
center, swimming pool, spa, as well as satellite TV, airport shuttle service and
free daily newspapers. Major competitors to the Shilo Inn chain in its market
place include Holiday Inn Express, Comfort Suites, Phoenix Inns, Radisson,
Ramada and some Best Western franchises. The Residence Inns and Marriott
Courtyards cater to a higher priced market sector and are above the subject
segment.

The national limited-service hotel market is experiencing steady growth after
several years of sluggish economic conditions. Overall, market conditions are
continuing to improve, occupancies are higher, concessions are decreasing, and
revenues are beginning to rise. Gross Domestic Product, often an indicator of
travel patterns, is projected to grow at 2.5 percent to 3.0 percent in 1996.
Hotel occupancy for the nation is expected to rise to 71.2 percent, while the
average daily rate is anticipated to grow to $88.10. In general, modest but
stable growth and little inflation are likely to characterize the regional
economy in 1996 and 1997. The following table shows a summary of the US Lodging
Industry's 1995 Regional Performance:

- --------------------------------------------------------------------------------
                             Occupancy                        Average Daily Rate
- --------------------------------------------------------------------------------
                      1995     1994      Variance    1995     1994   Variance
                      ----     ----      --------    ----     ----   --------
New England          74.3%    72.0%       3.2%     $131.90   $125.23     5.3%
Mid Atlantic
North Central        69.6%    68.6%       1.3%       82.59     79.41     4.0%
South  Atlantic      70.1%    68.2%       2.8%       80.51     77.88     3.4%
South Central        68.7%    67.7%       1.5%       68.39     65.61     4.2%
Mountain/ Pacific    71.4%    70.1%       1.7%       87.69     83.70     4.8%
Nationwide           70.6%    69.2%       2.0%      $85.92    $82.21     4.5%
- --------------------------------------------------------------------------------
Note: Average property size = 210 rooms          Source: PKF Consulting


- ----------------------------------
James Ratkovich & Associates, Inc.                                            29
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3200 Temple Avenue, Pomona, CA
- ------------------------------

Hotel Industry Overview (continued)

Investors are seeking limited-service hotels with upside potential in many
regions of the country, including the Mountain and Pacific Regions, which
encompasses the states west of the Continental Divide. 1996 and 1997 are
forecast to have an annual average demand growth rate of 3.6 percent to 3.8
percent and RevPAR (room revenue per available room) growth of 5.2 percent to
7.3 percent according to the April 1995 issue of Coopers & Lybrand's Hospitality
Directions. Further, this region outstripped the rest of the country in Rooms
Demand with a 3.7 percent average percent change and a modest supply increase of
only 1.6 percent as shown in the table below.

             ======================================================
                                    Rooms Demand    Rooms Supply
                                  Average percent      Average
                                       Change      percent Change
             ------------------------------------------------------
             New England                2.5%            1.2%
             South/Middle Atlantic      3.1%            1.4%
             East South/North Central   3.4%            1.6%
             WestSouth/North Central    3.2%            1.3%
             Mountain                   3.7%            1.6%
             Pacific                    2.8%            2.8%
             ------------------------------------------------------

Investors cite improving operating results, a limited new full-service supply,
and the relative scarcity of new development financing as influencing factors
underlying the strong interest in this segment. In fact, many investors have
stated that full-service hotels are considered the best hotel investment
opportunity for 1996. In late 1995, investors were purchasing limited-service
hotels at 70 percent of replacement cost; however, the inventory of quality
full-service hotels is dwindling and competition is increasing. One of the more
desirable acquisition targets is re-flagging a property in a major hotel chain
that commands immediate brand name recognition and offers strong reservation and
marketing systems.

New construction activity is expected to surge as investors target secondary and
tertiary locations where an aging room supply exists and many operators are
unwilling or unable to invest in room modernization. New construction between
1995 and 1997 is expected to be 40 percent higher than 1990 to 1993. Supply
growth will edge up approximately 1.5 percent in 1996 and 1997, but is still
below the 2.4 percent average growth rate that prevailed in the 1970s.

Renovation costs are a significant consideration in hotel investors'
determination of price/value and return requirements. The majority of market
participants anticipate that soft goods refurbishment be completed every five to
seven years and a total refurbishment be completed every 10 years. In factoring
these costs into price/value, investors typically attempt to discount them from
the price/value; however, they are not always successful. An investor who
intends to purchase a property, upgrade and reposition it will forecast higher
renovation and property improvement costs than one who is not seeking to
"reflag" the property. Thus, the first investor of an older property has less
room for negotiation.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            30
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

Hotel Industry Overview (continued)

Investors continue to base pricing on historical 12-months cash flow and are
less willing to pay for any upside potential. Nearly 58 percent of participants
in a recent Coopers & Lybrand's poll reported that they capitalize their prior
12 months income.

Investors also prefer fee simple purchases to ground leases; however, in high
density locations such as the central business district or airport areas, ground
leases are generally in-place. Almost all investors look at the potential of
buying out the lease or renegotiating the terms. Leases tend to be calculated on
either a fixed payment or a percentage of revenue basis, with investors shying
away from percentage payments.

The following table shows a summary of major hotel transactions. The survey was
conducted by Hospitality Associates and covers the years 1991 to 1995. There is
a clear trend showing both increased activity and prices paid since 1992 when,
many believe, the market bottomed out for hotel sales.

            ---------------------------------------------------------------
             Year      Number of        Number of      Average Price Per
                      Transactions        Rooms              Room
            ---------------------------------------------------------------
             1995         107            38,135            $83,000
             1994          83            30,452             76,000
             1993          40            15,825             74,000
             1992          41            17,219             63,000
             1991          52            15,806             87,000
            ---------------------------------------------------------------

While financing has been constrained in past years, debt financing sources have
begun to ease credit terms and Wall Street firms and institutional money sources
are targeting hotel investments. Lenders who are active in hotel debt financing
include insurance companies, banking institutions, and finance/credit companies
such as Finova Capital Corporation, Heller Financial, and GE Capital
Corporation. Publicly traded companies such as Host Marriott, Prime Motor Inns,
and Felcor Suite Hotels are aggressively pursuing acquisitions. Many lenders are
offering secondary financing above 80 percent loan to value ratios. REITs are
becoming aggressive in purchasing hotels. This is especially true of Patriot
American Hospitality, Inc., the largest REIT, which filed an initial public
offering (IPO) with the SEC in late September 1995 and raised more than $350
million.

As a result of increased financing availability, investors have benefited by
more favorable long-term financing. For instance, the first quarter 1995,
American Council of Life Insurance Companies` (ACLI) average interest rate was
9.41 percent. Typically loans are indexed to the prime rate, treasury rate or
LIBOR. The range of loan amortization is from 15 to 25 years with 20 years being
average. A typical loan-to-value ratio is 50 percent to 75 percent with the
average reported at 63 percent. Debt-coverage-ratios have ranged between 1.25
percent to 1.50 percent with 1.40 percent being average.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            31
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3200 Temple Avenue, Pomona, CA
- ------------------------------

Hotel Industry Overview (continued)

Full-service hotels are considered most vulnerable to new competition,
particularly from newly built, limited-service chain hotels. In addition, they
suffer from operating deficiencies, including high property operation and
maintenance costs, utility expenses, and upgrading, which erode profitability.
Because it is likely that new construction funds will increase the competitive
supply of both limited and full service hotel rooms by late 1996 and 1997,
owners of older properties are advised to reinvest in the physical plant to
cement guest loyalty. Owners are now beginning to realize that historical
reserve funding levels, typically between 3 percent to 4 percent of total
revenues, are insufficient to fund necessary capital improvements over the life
of a property. Actual capital expenditures for well-maintained properties often
exceed 7 percent of total revenue.

Job growth, the most important indicator of sustained demand for real estate,
continues to substantially trail general economic growth. In fact, many are
calling our current economy a "jobless recovery." No immediate acceleration is
anticipated, due to factors such as improved productivity in many industries and
overall caution on the part of employers.

As stated, it is likely that additional sources of capital will provide
opportunities. Further, many market participants believe that rising inflation
with have a positive net effect on earnings as room revenue is expected to
out-strip increases in operating costs. Trade agreements such as GATT should
have a positive effect on the hotel industry, and the advent of low-cost
airlines will promote more travel and higher occupancies.

New ideas, especially new ideas in technology, continue to be one of the
industries in which the US is remaining competitive in global markets. As the US
achieves a higher level of technology, the hospitality industry has the
opportunity to implement this technology in areas where guests need it most:
checking into the hotel, and communications. Adopting new technology is an
opportunity for hotels to remain competitive and maintain and expand their
customer base. For instance, AT&T's telecommunication package, "Guest Works,"
improves call-processing, accounting and provides specialized voice messaging
through a server.

Selling expenses typically range from 2.5 percent to 5.0 percent of the total
purchase price. According to a national hotel/motel brokerage firm located in
Southern California, the marketing period for limited-service hotels ranges from
3.0 to 12.0 months with an average of 9.0 months. An average 90-day closing
period is typical (from the time a hotel is put under contract to closing).

The early 1990s have been cruel to the hospitality industry, but Shilo Inns has
gone against the grain.(4) Big national chains have been fighting to keep
troubled properties. Many retreated from hotel ownership to seek a relatively
safe haven as hotel management companies. Small independent operators, seeking
security in numbers, flocked to join national franchises.

- ----------
(4) "Portland Business Journal," May 31, 1993, Vol. 10, No. 14, p.13.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            32
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3200 Temple Avenue, Pomona, CA
- ------------------------------

Hotel Industry Overview (continued)

The Shilo Inn capitalized on its regional identity and superior reputation to
make gains in its market areas. Mr. Mark Hemstreet, the owner and head of this
privately held company was quoted saying, "I'll take consistent management and a
good product any day over a good location. If guests are greeted with friendly
service and nice clean rooms, they'll come back to Shilo again and again." With
46 hotels and motels, Shilo has become a formidable chain in the West, owned by
just one person making it the 102nd largest lodging company in the world. The
company has about 2,000 employees in nine Western states. Shilo's "affordable
excellence" promotion strategy appears to have been successful in retaining its
core customer base. Shilo's size enables the company to not only get economies
of scale enabling its successful advertising and referral network, but also it
eliminates the need to associate with a costly franchise.

Mr. Hemstreet's willingness to invest in what may be considered secondary
locations goes against the trend of national operators. This provided Shilo Inns
with a competitive advantage, bringing them to maturing markets ahead of the
competition and providing a regional network of lodging facilities to service
their loyal guest base. They appeal to business travelers and tourists alike.
Further, Shilo Inns has continued to invest in renovation and upgrade of older
properties and has superior maintenance and replacements programs. Shilo Inns
has an effective company credo: to deliver consistently high standards from
friendly, efficient, and dedicated employees; and to provide clean, comfortable
and affordable accommodations.(5)

In general, we can conclude that the hotel industry is experiencing the best
growth since the trough of 1992. Increases in occupancies, average daily room
rates, and profitability has been reported throughout the industry in all market
segments. The following chart and accompanying table shows five key indications:

o     Average Daily Rate Change Rate
o     Operating Expense Change Rate
o     Free & Clear Equity Capitalization Rate
o     Residual Capitalization Rate
o     Free & Clear Equity Internal Rate of Return

- ----------
(5) "Oregon Business," October, 1993, Vol. 16, No. 10, p.32.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            33
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

Hotel Industry Overview (continued)

                       National Full-Service Hotel Market
           From Coopers & Lybrand L.L.P. -- "Hospitality Directions"

                              [Bar graph omitted]
- --------------------------------------------------------------------------------
                 4th Qtr,'93 1st Qtr.'94  2nd Qtr.'94  3rd Qtr.'94  4th Qtr.'94 
- --------------------------------------------------------------------------------
ADR Chan           0.0278      0.0329        0.0315       0.0322       0.035    
- --------------------------------------------------------------------------------
Op. Exp. C         0.0344      0.0363        0.0354       0.0336       0.0355   
- --------------------------------------------------------------------------------
Equity Cap         0.1143      0.1148        0.115        0.1127       0.0992   
- --------------------------------------------------------------------------------
Residential C      0.1189      0.1148        0.115        0.114        0.1014   
- --------------------------------------------------------------------------------
Equity IRR         0.1505      0.1533        0.155        0.1575       0.1567   
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                 1st Qtr.'95  2nd Qtr.'95  3rd Qtr. 95  4th Qtr. 95 
- --------------------------------------------------------------------------------
ADR Chan           0.037       0.0383        0.0391       0.0417          
- --------------------------------------------------------------------------------
Op. Exp. C         0.0352      0.0345        0.0351       0.0348   
- --------------------------------------------------------------------------------
Equity Cap         0.1073      0.1088        0.109        0.1065   
- --------------------------------------------------------------------------------
Residential C      0.1086      0.1088        0.1078       0.1067   
- --------------------------------------------------------------------------------
Equity IRR         0.1523      0.1475        0.1496       0.1505   
- --------------------------------------------------------------------------------

o       Average Daily Rate Change Rate
This rate expresses the percentage change in the Average Daily Room Rate. Like
the capitalization rate change, there is a clear trend expressed by the ADRs. In
this case, the trend shows a steady increase in rates. Every quarter since the
2nd Quarter, 1994 has shown incremental increases with an average quarterly
increase of 3.64 percent.

o       Operating Expense Change Rate
Operating Expenses as a percent of revenues have stayed relatively flat or
stable at about 3.5 percent. This indicates that there are economies of scale in
larger revenues since operating expenses can be limited to a stable proportion
of revenues.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            34
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

Hotel Industry Overview (continued)

o       Free & Clear Equity Capitalization Rate
In contrast to the stability of the IRR, the Equity Capitalization rate (i.e.,
overall rate) is showing evidence of decline. A declining capitalization rate
indicates that investors are willing to accept a lower return from their
investment. It has been shown in the above narrative that sales have been
increasing. More purchasers in the market-place means more competition for a
finite supply, thus prices are increasing and investors must be willing to
accept a lesser capitalization rate. This type of trend encourages new
construction which, depending upon the extent of the construction, may stabilize
or even reverse the capitalization rate trend. It is not a given, however, that
occupancies and room rates will continue to increase. Based on available
information, it appears that the favorable trend will continue into 1997 and,
perhaps, beyond.

o       Residual Capitalization Rate
As would be expected, residual capitalization rates have declined consistent
with equity (or overall) capitalization rates

Summary
A dramatic strengthening of industry profits may be expected for 1996 and 1997
given the Coopers & Lybrand forecast. Major contributing factors include healthy
revenue expansion, modest increases in major expenses, continued productivity
gains, and below-average supply growth. Profits per available room are projected
to rise to $2,900 in 1996, and $3,500 in 1997.

There is a significant need to maintain and modernize older full-service hotels.
Shilo Inns has made a commitment to maintaining high-quality, attractive hotels.
Shilo has taken a "saturation" approach to expansion by locating throughout the
Pacific Northwest. Although not a franchise, the Shilo Inns name is recognizable
and has a loyal following. The Shilo Inn name is certainly beneficial in this
region and probably largely responsible for the success of the
off-the-beaten-path locations. Because Shilo is privately owned and Mark S.
Hemstreet is truly an industry insider, it is likely that Shilo Inns are better
managed due to his oversight.

Overall economic trends are positive in the Pacific Northwest and surrounding
regions. This is contributing to the growth in the lodging industry and these
trends appear to be sustainable through the few years. New additions of supply
are expected to provide stiff competition to existing properties and much of
this is coming from Holiday Inn Express and some Comfort Suites. However, Shilo
Inns typically have one of the best locations in its local market areas and with
their efficient management and continuos maintenance programs they should be
able to maintain their market share, if not increase it at he expense of less
competitive properties. Clearly, the trend in the limited service lodging
industry continues to be towards "suite" properties. Shilo Inns has many such
properties and generally provide good size rooms with market desired amenities
at an affordable price. Given the positive economic trends in the many of the
markets Shilo Inns is located, central reservation system, large guest following
and solid management structure with efficiencies in purchasing and marketing it
is reasonable to conclude that the Shilo Inns will continue to be a successful
chain with a positive outlook for the foreseeable future.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            35
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

                                SITE DESCRIPTION

The subject site is a large irregular shaped site with 793.37 feet of frontage
along the northerly side of Temple Avenue and 535.58 feet of frontage along the
west and south sides of Folley Way. According to the assessor's map the site
contains 5.35 acres or 233,046 square feet of gross site area.

Off Site Improvements
Temple Avenue is a 110 foot wide asphalt paved, divided right-of-way with three
lanes of traffic in each direction. Curbs, gutters, sidewalks and street lights
are installed and are in average to good condition along the subject's frontage.
Folley Way is a 50 foot wide public right of way paved with one lane of traffic
in each direction and curb side parking.

Topography and Drainage
The subject is generally level and at street grade with Temple Avenue. It does
slope to the north and is above the street grade of Folley Avenue along the
rear. The drainage is to the streets which have storm sewers. The site is in a
F.E.M.A. designated flood hazard zone "D", an area of minimal flood hazard. The
flood panel number is 060149, not published.

Soils
Based on our inspection of the subject land and improvements (as well as the
surrounding land uses), the soil and subsoil appears to be capable of supporting
all zoning code permitted land uses without any abnormal soil preparation. No
toxic contamination or underground fuel storage tanks were observed or known to
exist on the subject parcel.

Access
Vehicle access is available via curb cuts along Temple Avenue and Folley Way.
The hotel complex is located at the east end of the site while the free standing
restaurant is located at the west end of the site. Overall ingress and egress
are considered adequate.

Utilities
All utilities are available and connected to the subject site. Utilities include
water, natural gas, electricity, sewer and telephone. The level of service
adequacy is considered good and consistent with the level provided to the
surrounding community.

Easements
No title report was provided. It appears and is assumed that the subject site
has typical utility easements. The legal description cites an access easement
over a portion of the adjacent Parcel 7. Based on our physical inspection we saw
no encroachment or apparent detrimental site conditions.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            36
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

SITE DESCRIPTION (Continued)

Property Assessment And Real Estate Taxes
Property in Los Angeles County, like all of California, is subject to
Proposition 13. Under the provisions of Proposition 13, properties are assessed
based on their market value as of March 1, 1975. This valuation may increase
only two percent per year until such time as the property is sold, substantial
new construction takes place, or the use of the property is changed. Under the
foregoing circumstances, the property may be reassessed to the market value.

According to the Los Angeles County Assessor the subject assessments and taxes
for the 1996/97 tax year are summarized as follows.

- ------------------------------------------------------------------------
Assessor's Parcel   Land         Improvements   Total Value   Taxes
Number
- ------------------------------------------------------------------------
8710-014-018        $3,000,000   $5,000,000     $8,000,000    $113,543
- ------------------------------------------------------------------------

The effective tax rate is 1.4193%.

Zoning
The subject site is zoned C4 (Highway Commercial) according to the Planning
Department of the City of Pomona. This is a broad commercial zoning designation
which permits most commercial uses including retail, office, service commercial
and highway commerce. The specifications of the zone are summarized as follows:

    Height Limit:         6 stories or 75 feet
    Max. Site Coverage:   Not stipulated
    Parking Required:     Hotel  use:  1 space per hotel  room plus 2 spaces for
                          manager unit.
    Parking Provided:     253 by physical count.

Based on a review of the zoning regulations, it is our opinion that the subject
improvements are a permitted and conforming use.

Conclusion
After careful consideration of the foregoing factors, we believe the subject
site is suitable for a wide variety of uses, and that there are no major
site-related factors that would restrict development.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            37
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3200 Temple Avenue, Pomona, CA
- ------------------------------

================================================================================


                                [GRAPHIC OMITTED]


================================================================================

                                   PLAT MAP


- ----------------------------------
James Ratkovich & Associates, Inc.                                            38
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3200 Temple Avenue, Pomona, CA
- ------------------------------

                             IMPROVEMENT DESCRIPTION

The subject improvements consist of a three building hotel and restaurant
complex which include a one-story registration/lobby building which contains
4,340 square feet; a four-story guest rooms building with 90,183 square feet and
a one, part two-story full service restaurant building with 10,181 square feet.
The hotel complex contains 160 rooms and was built in 1984.

The guest rooms building contains 160 rooms, three meeting rooms, three
elevators, laundry, housekeeping and storage rooms and offices. The
registration/lobby building is located at the front along Temple Avenue and has
a port cochere leading to the lobby, registration desk, a meeting room, exercise
room, lockers, bathrooms and a steam and sauna, a conference room and a
manager's residential unit. The pool area, spa and concrete deck, which is
fenced is located between the registration building and the guest rooms
building. The restaurant building is located further to the west on the site and
it is a free standing, full service restaurant that contains a lobby, lounge,
dining area, food preparation and service areas, and kitchen on the first floor
and two restrooms, kitchen, banquet room, storage and service rooms on the lower
(basement) level.

All three buildings are constructed with wood framing and steel supports,
reinforced concrete foundations, stucco exterior, tile roof cover, and fixed
metal frame windows. Interior construction is typical of modern construction
with drywall covered wood framed walls with part wall paper covering, tile,
vinyl and carpet floor coverings, fluorescent and incandescent lighting fixtures
throughout. All glazing is double pane. Heating and cooling are provided by
individually controlled through wall heat-pump package units in the guest rooms,
and by a central system serving the lobby and other common areas. There is a
fire sprinkler system in the restaurant and in the guest rooms building that
services the hallways and public areas and smoke alarms throughout. The guest
rooms building is terraced on each of the two side and has balconies along the
front and rear. It is serviced by three 2,500 pound capacity hydraulic
elevators, serving all four floors.

The yard area is fully improved and has good landscaping along the perimeter and
in planter areas, asphalt paved parking and driveways, concrete walks and
approach aprons, concrete curbs, yard lighting, stripping for 253 cars, metal
fencing, concrete pool deck with large in ground pool and spa and related site
improvements.

Guest Rooms
The guest rooms are of two room sizes shown below:

                              GUEST ROOM INVENTORY

                               Queen           64
                               Double Queen    62
                               King            34
                                               --
                               Total          160


- ----------------------------------
James Ratkovich & Associates, Inc.                                            39
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The living area of each guest room is carpeted, with the bath floor covered in
sheet vinyl. The four interior walls are finished with matching, papered wall
board. Ceilings are textured and painted. The rooms are accessed via an interior
central corridor that is serviced by three elevators. There are individual
through wall combination heat and air conditioning package units and central
HVAC in corridor and lobby areas. The rooms all have balconies, which are
architecturally terraced at the east and west sides of the structure.

All guest rooms are furnished with queen or king size beds, night stands,
dresser, worktable with two chairs, mirror, table lamps, and framed print. The
bath is divided between a carpeted dressing area with sink and mirror, and a
toilet and tub/shower area with sheet vinyl floor covering. All of the rooms
include a wet bar, small refrigerator and microwave oven.

The lobby/registration building contains the guest registration area, sitting
area, vaulted ceiling and decorated interior. The manager's residence is located
adjacent to the registration desk and offices and it includes two units each
containing a living room, kitchen, one bedroom and one bathroom. An exercise
room, steam room, and sauna are located in a series of rooms accessible from the
lobby. There are also a conference room and bathrooms for men and women.

Size:                         160 units, plus managers unit

Room Type:
                              Queen                     64
                              Double Queen              62
                              King                      34
                                                      ----
                              Total                    160

Meeting Rooms:                Three

Recreational Facilities:      Pool, spa, sun deck, exercise  room, steam &
                              sauna rooms, Lobby, VCR & movie rentals, cable TV.

Restaurant:                   "Generations"; eased to LAD Restaurant
                              Incorporated for a term of 13 years
                              and 2 months beginning July 1, 1994
                              and ending August 31, 2007. The rent
                              consists of a base rent of $7,000 per
                              month applied against a percentage
                              rent of 6.5 percent of gross sales.
                              The most recent rent reported was
                              $67,876 for the trailing 12 months
                              ending 8/96.


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IMPROVEMENT DESCRIPTION (continued)

Gross Building Areas:
                              Registration/Lobby            4,340 sq. ft.
                              Guest Rooms                 90,183 sq. ft.
                              Restaurant                  10,181 sq. ft.
                              Total                     104,704 sq. ft.

Room Sizes:                     67 rooms @ 317 sq. ft. = 21,239 square feet
                                93 rooms @ 390 sq. ft. = 36,270 square feet
                               ----                      ------
                   Total      359 sq. ft. Avg.         = 57,509 square feet

Parking:                      235 spaces; 1.47 per room

Year Built:                   1984

Foundation:                   Steel reinforced concrete footings

Floor                         Structure: Steel reinforced concrete. Floors 2, 3
                              and 4 of 3/4" architectural (gypcrete) concrete
                              over 5/8" plywood sheathing over 2'x6' floor
                              joists with subfloor sound attenuating insulation.

Exterior Walls:               Class D, wood frame construction.  Exteriors of
                              stucco over plywood sheathing. Interior
                              construction of 5/8" GWB over insulating
                              batts. Wall insulation to R-19 specification.

Window/Sash/Door:             Double glazed, Low E rated windows in bronze
                              anodized aluminum frames; all opening windows
                              fitted with screens. Bronze anodized aluminum
                              frame double door stores.


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IMPROVEMENT DESCRIPTION (continued)

Roof                          Structure: Prefabricated TJI roof trusses set at
                              24" on center; 5/8" CDX plywood sheathing over
                              trusses; composition roofing and concrete tile
                              cover with sealed joints; interior draining
                              scuppers and downspouts.

Interior  Walls:              2"x4" wood frame partitions, 16" or 24" on center
                              with textured and painted 5/8" GWB (one hour
                              rating); sound attenuating insulation with R-11
                              batts.

Interior Finish:              Floor coverings in all rooms are hotel grade
                              carpet; floor coverings in lobby of carpet and
                              ceramic tile. Floor cover in pool in restrooms of
                              vinyl tile. Incandescent and fluorescent lighting,
                              suspended decorative lighting in lobby.

Guest Rooms:                  Painted and papered drywall walls and ceilings;
                              carpet in guest rooms and ceramic tile wainscoting
                              and vinyl floor cover in bathroom, sliding
                              aluminum frame windows; kitchenette units with
                              under-counter refrigerators and microwave ovens;
                              televisions, furniture draperies etc. See FF&E
                              description.

Elevators:                    Three hydraulic passenger elevator, 4 stops, 2,000
                              pound capacity.

Stairwells:                   Three interior stairwells, one on each end, and
                              one in the center.


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IMPROVEMENT DESCRIPTION (continued)

HVAC/Climate                  Control: Individual wall mounted package HVAC
                              units with temperature control modules in each
                              guest suite. Central HVAC system with multi-zone
                              control system for common areas and lobby.

Electrical:                   Electrical system with adequate capacity and
                              subpanels on each floor.

Plumbing:                     Each guest suite includes a tub with shower and
                              toilet in separate room contiguous to dressing
                              room. Small vanity with lavatory sink and wall
                              mounted/surface lighted mirrors and ventilator
                              exhaust fans.

Fire                          Protection: Partially sprinklered guest rooms
                              building, smoke detectors throughout, fire alarm
                              with hard wire activation system and direct
                              connection to local fire department; auxiliary
                              emergency exit lighting.

Furniture                     Fixtures & Equipment: Guest suites include either
                              single king bed or double queen beds; color
                              televisions with remote controls; carpet,
                              draperies; light fixtures and lamps; combination
                              desk/dresser units; luggage rack; 36" parlor table
                              with 2 upholstered wood chairs; night stand,
                              microwave oven and refrigerator; multiple phone
                              jacks. FF&E appears to be of above average quality
                              with no functional obsolescence attributable to
                              quality, layout or design.

Site Improvements:
The site improvements include a perimeter asphalt paved parking area, concrete
curbs and walks, landscaping, which is above average and well maintained, yard
lighting, and a fenced pool area with concrete deck, large pool and a spa. The
registration building has a large port couchere along the Temple Avenue
frontage. Driveway aprons are of steel reinforced, poured in place concrete.
Overall in good condition and well maintained..


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IMPROVEMENT DESCRIPTION (continued)

Depreciation
The actual age of the improvements are approximately 13 years; the effective age
of the improvements is approximately five years. This lower effective age
results from superior maintenance According to building industry sources, the
expected life of similar improvements is 50 years. The physical depreciation
analysis applied in the Cost Approach will reflect this effective age and
expected life.

Functional Features and Concluding Remarks
Overall the improvements are in good condition and show care of maintenance.
They are well designed, functional in their layout and provide good utility and
guest appeal. Nothing in our inspections suggests either the presence of
elements of functional obsolescence or deferred We find that the subject
property is entirely adequate hotel market demand for facilities of its type and
classification as a mid-tier commercial oriented lodging facility.

Furniture, Fixtures & Equipment
The guest rooms are furnished with typical modern furnishings which include
either a single king-sized bed or two double queen beds, side tables, desk,
dresser, chairs, table, draperies, night stands, color television with remote,
video players, microwaves, mini-refrigerators, lamps, couch, clock radio and two
telephones. Also the single kings contain a sleeper sofa. FF&E includes all the
furnishings, linens and supplies, cleaning and house keeping equipment, business
office and front desk equipment, furnishings and related personal items. We have
estimated these personal property items at a depreciated replacement value of
$2,500 per room, or $400,000.


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                                   Site Plan

                                [GRAPHIC OMITTED]


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                             Reception Building Plan

                                [GRAPHIC OMITTED]


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                    Guest Rooms Building Basement Floor Plan

                                [GRAPHIC OMITTED]


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                      Guest Rooms Building First Floor Plan

                                [GRAPHIC OMITTED]


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                     Guest Rooms Building Second Floor Plan

                                [GRAPHIC OMITTED]


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                      Guest Rooms Building Third Floor Plan

                                [GRAPHIC OMITTED]


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                         Restaurant Building Floor Plan

                                [GRAPHIC OMITTED]


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                          HIGHEST AND BEST USE ANALYSIS

The Appraisal Institute defines highest and best use as follows:

      "The most profitable likely use to which a property can be put. The
      opinion of such use may be based on the highest and most profitable
      continuous use to which the property is adapted and needed, or likely to
      be in demand in the reasonably near future. However, elements affecting
      value that depend on events or a combination of occurrences that, although
      in the realm of possibility, are not fairly shown to be reasonably
      probable, should be excluded from consideration. Also, if the intended use
      is dependent on a uncertain act of another person, the intention cannot be
      considered.

      "That use to which the land may reasonably be expected to produce the
      greatest net return to land over a given period of time. That legal use
      which will yield to land the highest present value. Sometimes called
      'optimum use.'"

In estimating highest and best use, there are essentially four stages of
analysis:

         1. Possible Use. What uses of the site in question are physically
            possible?

         2. Permissible Use (legal). What uses are permissible by zoning and
            deed restrictions on the site in question?

         3. Feasible Use. Which possible and permissible uses will produce a net
            return to the owner of the site?

         4. Maximally Productive Use. Among the feasible uses, which use will
            produce the highest net return or the highest present worth?

The highest and best use of the land (or site) if vacant and available for use
may be different from the highest and best use of the improved property. This is
true when the improvements are not an appropriate use, but it makes a
contribution to the total property value in excess of the value of the site.

The following tests must be met in estimating the highest and best use. The use
must be legal; the use must be probable, not speculative of conjectural; there
must be a profitable demand for such use; and it must return to the land the
highest net return for the longest period of time. These tests have been applied
to the vacant property. In arriving at the estimate of highest and best use, the
subject site was analyzed as vacant and available for development.


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HIGHEST AND BEST USE ANALYSIS (continued)

As Vacant
Possible Use: The first constraint is the constraint dictated by the physical
characteristics of the site. The size and location within a block have a
determining effect on the site's value. In general, larger sites and corner
locations enable a developer to achieve economies of scale and allow flexibility
in building and site improvement design.

The subject site is a 3.35 acre irregular shaped parcel with Highway 57 exposure
and large frontage along Temple Avenue, providing good access and exposure to
the subject site. It is a hillside location, but is mostly a level site with
moderate slopes. It has good functional utility and is suitable for a wide range
of uses. All necessary utilities are available and connected to the site. The
physical aspects of the site provide a wide range of possible uses for the
subject site.

Permissible Uses. Two types of legal restrictions apply to the subject property:
private restrictions (deed restrictions and easements), and public restrictions
(principally, zoning). The existing utility easements are standard and do not
adversely impact the development potential of the site. Therefore, the principal
legal limitation on the development entitlements for the site its C4 zoning,
Highway Commercial. The C4 zone is allows a wide range of commercial uses
including retail, office and service commercial uses, including hotel use. This
zoning designation does not allow industrial uses.

Feasible Uses. The property is easily adapted to most forms of commercial
development, but appears particularly well suited to highway oriented commercial
uses where exposure to the high traffic volume along the Orange Freeway is used
to benefit the use. Uses such as offices and retail uses may be less than
optimal since the surrounding area is primarily residential, hospital and
university with a rural suburban character. The present supply of these uses is
more than adequate to meet the existing demand in the area. Uses such as hotel,
service stations, and restaurants benefit most from access and exposure to the
freeway and are considered to be among the most feasible uses.

Maximally Productive Uses. Of the permitted uses our analyses suggest that the
maximally productive uses today are probably highway commercial related or
special purpose in nature. These may include hotels and other highway oriented
commercial uses. Based on our analysis it is our opinion that the highest and
best use of the subject site as vacant is for highway oriented commercial uses.


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HIGHEST AND BEST USE ANALYSIS (continued)

As Improved
The subject is improved with a hotel complex that includes a detached
reception/lobby building, a four story guest rooms building and a detached
specialty restaurant building. The improvements contain a total of 104,704
square feet, with 160 rooms and were completed in 1984. They include a pool,
spa, concrete deck, landscaping and more than adequate parking. The improvements
are well exposed to the freeway and the surrounding area contains supportive
uses. Trends are currently stable and improving following a recent period of
negative market and economic conditions. The subject improvements are operated
by the Shilo Inn hotel and has averaged approximately 43 percent occupancy and
between $60 and $64 average daily rate in the past few years. No other use can
provide the improvements with a higher net income. It is our opinion that
existing improvements are best suited for continued use as a hotel property.


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                                    VALUATION

There are three approaches to value which will be employed in the analysis: the
Cost Approach including land valuation and construction cost analysis; Direct
Sales Comparison Approach evaluating sales of similar properties; and an Income
Approach based upon the property operating at stabilized income levels.

Cost Approach

In the appraisal process, the Cost Approach requires an analysis of sales of
similar parcels of land to arrive an estimate of market value for the subject
site. An estimate is then made as to the cost to replace the subject's
improvements at today's costs using reliable sources of cost data. Depreciation
or obsolescence from all causes is estimated based on the experiences of similar
properties. Depreciation is then deducted from the replacement costs as new to
arrive at the present worth of the improvements and the site.

Market Approach (Direct Comparison Approach)

This is an appraisal procedure in which the value estimate is predicated upon
prices paid in recent market transactions. Listings and offerings of property
may also be utilized in this analysis, however, the use of listings is limited
since the property has not met the full test of the market and usually tends to
set the upper limit of value. The steps the appraiser follows in this approach
are set forth below.

      1.  Seeks  out  similar  properties  for  which  pertinent  sales,
      listings, offerings and/or rental data are available.

      2.  Qualifies  the price as to terms,  motivating  forces and bona
      fide nature.

      3. Compares each of the sale properties' important attributes with the
      corresponding ones of the properties being appraised, under the general
      division of time, location, income and physical characteristics.

      4.  Considers  all  dissimilarities  in terms  of  their  probable
      effect upon the sale price.

      5. Formulates an opinion of the relative value of the property being
      appraised as compared with the price of each similar property.


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VALUATION (Continued)

The units of comparison abstracted from the sales are the sales price per square
foot or unit and the overall rate of return. Each of these units of comparison
is discussed more fully below.

Sales Price per Square Foot or Unit

This is an expression of the total consideration divided by the particular unit
of comparison. Its chief advantage is that it is a direct comparison of the
price of the comparable to the property in question. Weighing of comparables may
be necessary due to differences of location, physical characteristics, market
conditions and terms of the sale transactions. It is most accurate when the
subject and the comparables are of similar character and the sales are of recent
vintage.

Overall Rate of Return

This rate is the direct relationship of the net operating income (before debt
service) and the sale price. the overall rate reflects both the return on the
investment and the return of the investment. This is a rate which is frequently
used by investors and appraisers because it is ascertainable from comparable
sales and can be applied directly to the estimated net operation income of the
property under appraisal. This unit of comparison is used in the Income
Approach.

Income Approach

The Income Approach is generally the most relevant approach in evaluating
investment type properties. This approach is predicated on the principle that
value is created by the expectation of benefits derived in the future. The
anticipated net income is converted to a present value by a direct
capitalization or the use of a discounted cash flow process.

Direct Capitalization

This process involves dividing the net operating income by a capitalization
rate. This rate reflects such factors as risk, time, interest on capital
investment, and recapture of the depreciating asset. This approach to value
encompasses the following:

1. The estimation of current economic rent levels to establish annual potential
   gross revenues. Current economic rents are generally current market rents.

2. The estimation of vacancy and collection loss allowances.

3. The estimation of annual operating expenses.

4. The deduction from potential gross revenues of vacancy and collection loss
   and operating expenses, leaving the net operating income before debt service
   and depreciation.


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VALUATION (Continued)

5. Capitalization  of the net  operating  income  by the  appropriate  rate as
   abstracted from the market.


Discounted Cash Flow

A widely accepted view of value as of a given valuation date is the discounted
present worth of the anticipated future income reasonably expected to be
generated by an income producing property over a specific period of time. The
process by which future income receipts are converted to a present value is
termed discounting. Many different capitalization methods and techniques are
available to process anticipated future income into a present worth estimate.
The method used depends primarily on the characteristics of the forecast income
stream, the form of the appropriate rate of return or discount rate, and the
time period involved.

The two methods used in this analysis are capitalization in perpetuity
(utilizing an overall capitalization rate discussed above) and capitalization
for a finite period (discounted cash flow analysis). Capitalization in
perpetuity as used in the Income Approach assumes the income stream will
continue undiminished, indefinitely. The rate used to process this income
streams embodies the factors of time preference (opportunity costs), liquidity,
management burdens, and ownership risks. The appropriate rate is derived through
an analysis of sales of properties displaying similar investment opportunities
to the investor.

The discounted cash flow method is a rigidly defined mathematical relationship
between income streams, rates and timing. Processing an income stream by a
correct mathematical formula does not in itself produce a supportable market
value. As with other techniques of income capitalization, the discounted cash
flow analysis requires reliable market data on several critical points. If the
required market data information is not available, the appraiser is injecting
his judgment and opinion in using non-market data and the results are not
justifiable market value.


RECONCILIATION

The final step in the appraisal process is the reconciliation or correlation of
the value indicators. In the reconciliation, the relative applicability of each
of the approaches utilized is considered. Those approaches that are deemed most
appropriate to the particular appraisal question involved are weighed for the
accuracy and reliability of the data used in the analysis, and an opinion is
formed as to the market value of the subject property. The relative weight or
emphasis given to any of the approaches depends on the forces prevalent in the
market which act upon the subject property.


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                                  COST APPROACH

In this approach, it is assumed that a purchaser would consider producing a
substitute, competing property with the same utility as the subject. The net
cost to the rational, informed purchaser is the measure of value of the subject
property. The net cost includes construction costs (to the purchaser, not the
contractor or builder), financing costs, and all other costs incurred during the
construction period. Any depreciation or diminished utility is deducted from the
costs in order to arrive at a net contribution of the improvements in their
present condition to the total property value as of the valuation date. The site
is valued as if vacant and available to be put to its highest and best use. This
is then added to the depreciated improvement costs to yield the value of the
total property as indicated by the Cost Approach.

Land Valuation

The most reliable procedure for estimating the land value is by the application
of the Direct Sales Comparison Approach. In estimating the value of the
subject's site, a search was conducted to find sales of similar parcels with
similar zoning and characteristics. Those sales considered to be the most
relevant indicators of the subject's land value are detailed on the following
pages.


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                              Summary of Land Sales

       ====================================================================
                                                        Land
       No.        Location         Sale     Sale       Size/SF     $/SF
                                     Date     Price
       ====================================================================


        1    1335 Dudley Street      1/96   $435,000   63,035     $6.90
                 Pomona, CA


        2   818 W. Arrow Highway     4/96   $4,100,000 592,416    $6.92
                San Dimas, CA


        3     NWC Azusa Avenue       8/96   $5,096,520 553,648    $9.21
             and Grondahl Street
                 Covina, CA


        *     Subject Property        Na       Na      233,046      Na
            3200 W. Temple Street
                 Pomona, CA


       ====================================================================


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                                 LAND SALES MAP

================================================================================


                                [GRAPHIC OMITTED]


================================================================================


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                             COMPARABLE LAND SALE 1

PROPERTY IDENTIFICATION

Address:                      1335 N. Dudley Street
City:                         Pomona
Parcel No.:                   8355-029-016 & 017
County:                       Los Angeles
Property Rights:              Fee Simple Estate

SALE INFORMATION

Grantor:                      Chevron USA
Grantee:                      Walid Musharbash
Document Number:              29247
Sale Price:                   $435,000
Sale Terms:                   All cash
Sale Date:                    January 5, 1996

SITE DESCRIPTION

Site Area:                    1.447 acres  - 63,035 square feet
Zoning:                       C2, Commercial
Utilities:                    To the site
Off-Sites:                    Fully improved, rough graded
Topography:                   Level
Location:                     Interior site at freeway approach

SALE ANALYSIS

Price Per Square Foot:        $6.90

COMMENTS                      Commercially zoned parcel with good street
                              frontage and all public utilities located east of
                              Fairplex Drive. Purchased for investment and will
                              be held for future development. Generally inferior
                              in location as compared to the subject.


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                             COMPARABLE LAND SALE 2

PROPERTY IDENTIFICATION

Address:                      818 W. Arrow Highway
                              Also 805-837 W. Cienega Avenue
City:                         San Dimas
Parcel No.:                   8383-023-017 & 019
County:                       Los Angeles
Property Rights:              Fee Simple Estate

SALE INFORMATION

Grantor:                      San Dimas Marketplace
Grantee:                      Dayton Hudson Corporation
Document Number:              6224576
Sale Price:                   $4,100,000
Sale Terms:                   All Cash
Sale Date:                    April 19, 1996

SITE DESCRIPTION

Site Area:                    13.6 acres  -  592,416 square feet
Zoning:                       CH, Commercial
Utilities:                    To the site
Off-Sites:                    Fully improved
Topography:                   Level
Location:                     Interior site with two street frontage

SALE ANALYSIS

Price Per Square Foot:        $6.92

COMMENTS                      Assembled  commercial  parcel  with good  street
                              frontage   purchased   for   development   of  a
                              proposed  regional  mall  that  is on  23  acres
                              total.  The site is located  of the 210  Freeway
                              at Arrow  Highway.  Similar  to the  subject  in
                              economic  potential but significantly  larger in
                              size.


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                             COMPARABLE LAND SALE 3

PROPERTY IDENTIFICATION

Address:                      NWC Azusa Avenue
                              and Grondahl Street
City:                         Covina
Parcel No.:                   8409-019-006 & 011 (por)
County:                       Los Angeles
Property Rights:              Fee Simple Estate

SALE INFORMATION

Grantor:                      Covina Redevelopment Agency
Grantee:                      Wal-Mart Stores, Inc.
Document Number:              1251134
Sale Price:                   $5,096,520
Sale Terms:                   All cash
Sale Date:                    August 5, 1996

SITE DESCRIPTION

Site Area:                    12.71 acres;  553,648 square feet
Zoning:                       C4, Commercial
Utilities:                    To the site
Off-Sites:                    Fully Improved
Topography:                   Level
Location:                     Corner site south of Arrow Highway

SALE ANALYSIS

Price Per Square Foot:        $9.21

COMMENTS                      Large corner site purchased and for development of
                              a Wal Mart store. The city was assembled and sold
                              to Wal Mart by the city redevelopment agency.
                              Condemnation proceedings with original owner and
                              city were outstanding at time of the sale. Larger
                              site but superior location.


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COST APPROACH (Continued)

Discussion
These three land sales transactions are located within the subject marketing
area and represent the market value of commercially-zoned parcels which could be
developed similar to the subject. The sales occurred between January 1996 and
August 1996, with purchase prices ranging from $6.90 to $9.21 per square foot.
The discussion of the value adjustments and conclusions is presented below.

Property Rights Conveyed
This adjustment considers the differences in legal status (interest) between the
subject property and the comparable sales. Specific interests convey different
types of rights in a property that affect value. Property rights can be defined
as fee simple, leased fee and leasehold interests. All the land sales used
involved the transfer of the fee simple interest and no adjustment is warranted.
No adjustment was made.

Financing Adjustment
The comparable land sales have been reviewed in reference to their financing.
Sales prices represent all cash transactions, where no extraordinary financing
terms or seller financing is involved. Therefore, no cash equivalency
adjustments have been applied.

Conditions of Sale
All the comparable sales used are closed transactions which were made between
typically motivated buyers and sellers with no extraordinary conditions
surrounding the transactions. Sale 3 was made by the Covina redevelopment agency
to Wal Mart which presumably has a motivation to locate a major retailer such as
Wal Mart in the city, bringing a positive source of income from retail sales
tax. However, the sale was made at or near market value of the site. No
adjustments for conditions of sale are required.

Market Conditions Adjustment - Time Factor
The sales were analyzed for changes in market conditions to determine if a
market conditions adjustment is required and to what magnitude. The sales used
are current land sales and reflect market conditions as they apply to the
subject valuation. No adjustments for market conditions are warranted.

Physical Adjustments

Factor which have an influence on value such as location, size, shape, access,
exposure and other physical characteristics required for development
(off-sites), all require consideration for adjustments in comparing the
comparable sales to the subject property.


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COST APPROACH (Continued)

Land Sale 1 is a 63,035 square foot site located on Dudley Street south of the
San Bernardino Freeway (10) at the freeway approach. It sold in January 1996 for
$6.90 per square foot and is intended for future development. It requires net
upward adjustment for it's inferior location and development potential. Sale 2
is a 592,416 square foot commercially zoned site that is part of a 23 acre
regional mall development site located on Arrow Highway, west of the 210
Freeway, north of the subject property in San Dimas. This parcel sold in April
1996 for $4,100,000 or $6.92 per square foot. An upward adjustment is warranted
for it's larger size. Sale 3 is a 553,648 square foot site located at the
northwest corner of Azusa Avenue and Grondahl Street, just south of Arrow
Highway and across from Covina Townhouse Square, in Covina. This Wal Mart site
was assembled by the Covina Redevelopment Agency and sold to Wal Mart for
$5,096,520 or $9.21 per square foot. Downward adjustments are warranted for it's
superior location with upward adjustment for it's larger size.

                               ADJUSTMENT GRID
Sale No.                      1             2         3
                              ----------------------------
Unadjusted Price/Sq. Ft.      $6.90      $6.92      $9.21
Property Rights Conveyed      0          0          0
Adjusted Price/Sq. Ft.        $6.90      $6.92      $9.21
Financing Terms               0          0          0
Adjusted Price/Sq. Ft.        $6.90      $6.92      $9.21
Conditions of Sale            0          0          0
Adjusted Price/Sq. Ft.        $6.90      $6.92      $9.21
Market Conditions             0          0          0
Adjusted Price/Sq. Ft.        $6.90      $6.92      $9.21

Physical Characteristics
Location                      +10%       0          -10%
Size                          0          +10%       +10%
Exposure                      +10%       +5%        0
Access                        0          0          0
                          --------------------------------
Total Physical Adjustment     +20%       +15%       0%
Adjusted Price/Sq. Ft.        $8.28      $7.96      $9.21

Concluded Land Value
The comparable land sales indicate an unadjusted range of $6.90 to $9.21 per
square foot. After adjustments the range is narrowed to $7.96 to $9.21 per
square foot. The sales vary in their similarity to the subject site and are
given relatively equal weight. In view of the size, location, access and other
features of the subject site, a value of $8.50 per square foot is estimated for
the subject site as vacant. Therefore, the market value of the subject site is
calculated as follows:

           233,046 square feet @ $8.50 per square foot = $1,980,891
                              Rounded $1,980,000


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

COST APPROACH (Continued)

Reproduction Cost New

The next step in the Cost Approach is to estimate the cost new of the subject
improvements. The dimensions and characteristics of the improvements have been
identified through a field inspection and analysis. There are two forms of cost
data generally available. These are Replacement and Reproduction costs.

Replacement Cost is defined in Real Estate Terminology, Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of a building having
utility equivalent to the building being appraised but built with modern
materials and according to current standards, design and layout."

Reproduction Cost is defined in Real Estate Terminology, Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of an exact duplicate or
replica using the same materials, construction standards, design, layout, and
quality of workmanship, embodying all the deficiencies, super adequacies and
obsolescence of the subject building."

The use of the replacement cost concept presumably eliminates all functional
obsolescence, and the only depreciation to be measured is physical deterioration
and external obsolescence. In this appraisal, the Marshall Valuation Service, a
nationally recognized cost service, as well as consultation with local
contractors, has been used to derive the estimate of the replacement cost. The
publishers of this manual consider the estimates to be replacement costs, but
when the cost model closely conforms in construction materials and methods to
the subject, these costs can be considered as reproduction costs.

Since the cost estimate is applied to the gross area of the subject property,
the deficiencies and other adequacies of the subject are embodied in the cost
estimate and are dealt with in the depreciation estimate. The cost utilized in
this analysis is therefore considered to represent Reproduction Costs.

This estimate is set forth on the Development Proforma located at the end of
this approach. These costs include hard costs for construction, soft costs for
architectural and engineering, soil, legal, supervision, fees and related costs;
Financing costs; leasing commissions; and rent loss during absorption.
Developers profit is added at 10 percent to account for the high level of risk
and skill required to develop hotel property.

The hard construction cost for the hotel improvements is estimated at $79.70 per
square foot and $91.23 per square foot for the restaurant building. Soft costs
are estimated at 8 percent for design, architectural and engineering; 3 percent
for development overhead, and 25 percent of annual income is estimated for
opening expenses and income loss during stabilization.


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

COST APPROACH (continued)

Furniture, Fixtures & Equipment

The guest rooms are furnished with typical modern furnishings which include
either a single king-sized bed, two or three queen beds, side tables, desk,
dresser, chairs, table, draperies, night stands, color television with remote,
lamps, couch, clock radio and telephones. Most rooms have a small refrigerator,
microwave and hair dryer. There are some kitchenette units. FF&E includes all
the furnishings, linens and supplies, cleaning and house keeping equipment,
business office and front desk equipment, furnishings and related personal
items. We have estimated these personal property items at a depreciated
replacement value of $2,500 per room, or $400,000.

Accrued Depreciation

Accrued depreciation is the difference between the reproduction cost of the
improvements and the market value of the improvements on the date of valuation.
Depreciation is characterized by three categories: physical, functional and
external.

Physical depreciation is evidenced by wear and tear of the structure. Functional
obsolescence is also caused by internal characteristics such as a poor floor
plan, inadequate mechanical equipment or functional inadequacy or over adequacy
due to size or other characteristics. External or economic obsolescence is
caused by conditions external to the property, such as a lack of economic demand
or changing property uses in the area, or general national or regional economic
conditions.

To establish the appropriate depreciation to be applied to the subject, the
Marshall Valuation Service has been consulted. This service collates by type of
construction and usage actual case studies of properties to produce market
derived depreciation and remaining life estimates. These studies resulted in
mathematical curves from which the depreciation for any initial life expectancy
can be computed. An additional method of estimating physical depreciation is the
Age/Life Method. This is a method of estimating incurable physical deterioration
as a percentage applied to current replacement or reproduction cost new of the
improvements. The percentage reflects the ratio of estimated effective age to
typical anticipated economic life.

The physical depreciation estimated for the subject property is based on an
effective age of 13 years and an expected life of 50 years indicating a
depreciation estimate of 26 percent.

External obsolescence is evident in the subject property based on its
significantly higher replacement cost as compared to its economic value. The
loss in value due to negative influences emanating from outside the improvements
is typically caused by poor economic performance due inferior market conditions.
This loss in value is measured by capitalizing the loss in property income
attributable to the negative external forces. The loss is calculated by
measuring the net income difference between the estimated economic net income of
the subject and the required income to support the property as new less physical
depreciation, based on an appropriate rate of return on the depreciated cost new
of the subject. The external obsolescence is estimated as follows: 


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

COST APPROACH (continued)

External Obsolescence
Value of the improvements after physical depreciation
  (including land)                                                   $11,059,419
Property overall rate                                                      10.5%
Estimated NOI not subject to external obsolescence                    $1,161,239
Subject's economic NOI                                                  $462,839
Estimated NOI loss due to external influences                           $698,400
Allocation to building                                                     80.0%
Income loss attributed to building                                      $558,720
Building capitalization rate                                               12.0%
External obsolescence                                                 $4,655,999

Conclusion
Located  on the  following  page is a  summary  of the  replacement  cost new,
including  depreciation  and land  value  indication.  It  indicates  an As Is
value of subject property, as follows:

                                   $6,400,000


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

                             Replacement Cost Study

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Development Proforma
Shilo Inn, Pomona, CA
- --------------------------------------------------------------------------------------------------------------------

<S>                         <C>    <C>          <C>           <C>          <C>              <C>              <C>      
 MVS: Sec. 11, P 17, Class D, GoodCurrent X      Local X     Adj $/sf
 ------------------------------------------      -------     --------
 Base Cost:                 $69.30   1.00          1.15       $79.70

 Hard Costs                         Measure                  $/Measure                           Cost           $/SF
 ----------                         -------                  ---------                           ----           ----
  Hotel Buildings                  94,523 SF                  $79.70       $7,533,010
  Restaurant Building              10,181 SF                  $91.23         $928,813
  Yard Improvements                                                          $450,000
                                                                             --------

 Total Hard Costs                                                                            $8,911,823       $94.28

 Soft Costs
 ----------
 Architectural & Engineering                       8.00%                     $712,900
 Development Overhead                              3.00%                      267,400
 Stabilization & Opening Expenses        25% of annual income                 440,517

 Total Soft Costs                                                                            $1,420,817       $15.03
                                                                                          -------------              

 Total Improvement Costs                                                                    $10,332,640      $109.31

 Entrepreneurial Profit             10.00%                                                   $1,033,264       $10.93
                                                                                          -------------      -------
 Total                                                                                      $11,365,904      $120.24

 Depreciation Adjustment            Age/Life                   % Dep.          $ Dep.
 -----------------------
 Physical                           13/50                      26.00%      $2,686,486
 Economic Obsolescence                                                      4,655,999

 Total Depreciation                                                                          $7,342,486       $77.68
                                                                                             ----------             
 Project Costs (Depreciated Replacement Cost)                                                $4,023,419       $42.57

 Depreciated Furniture Fixtures & Equipm           160 Units @                 $2,500          $400,000

 Land Valuation                     Acres            SF         $/SF       Land Value             Total
 --------------                     -----            --         ----       ----------             -----
 Site Value in Fee                   5.35       233,046        $8.50       $1,980,891  

 Site Value                          5.35       233,046        $8.50                         $1,980,000

  ----------------------------------------------------------------------------------------------------------------  
Indicated Value                                                                              $6,403,419

 Rounded                                                                                     $6,400,000
                                                                                             ----------
- --------------------------------------------------------------------------------------------------------------------
</TABLE>


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                           DIRECT COMPARISON APPROACH

The Direct Comparison Approach attempts to estimate the value of the subject
property by comparing sales of similar properties within the market area of the
subject. These sales are inspected, verified as to price, terms and conditions
of the property at the date of sale, location, and income characteristics of the
property. The data are then analyzed and compared to the subject property. The
units of comparison considered significant in determining the subject's market
value are the sale price per square foot and price per unit. In addition, a
Gross Room Revenue Multiplier is derived for use as an additional measure of
value for this approach. The overall rate is also abstracted from the market
data for use in the Income Approach.

A search of the subject's regional market area was conducted to find sales of
generally comparable hotel facilities that have occurred in the recent past. A
summary of the sales that were considered most relevant for this analysis are
summarized on the following page.


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<TABLE>
<CAPTION>
                                         -------------------------------
                                         REGIONAL SUMMARY OF HOTEL SALES
                                         ===============================

========================================================================================================================
                                      Date of      Year     Building     Land       Land/Bldg      No of     Gross    
NO.        LOCATION                    Sale        Built      Area       Area         Ratio        Units    Area/Rm. 
========================================================================================================================

<S>  <C>                              <C>          <C>       <C>        <C>          <C>            <C>       <C>     
1    Comfort Inn                      May-95       1990      30,740      76,405      2.49 :1         58       530     
     13207 NE 20th Avenue                                     Est.                                                   
     Vancouver, WA                                                                                                     
                                                                                                                       
2    Comfort Inn                      Jun-96       1992      34,000      66,646      1.96 :1         64       531    
     8855 SW Citizens Drive                                                                                           
     Wilsonville OR

3    Travel Inn                       Dec-95       1987      23,568      37,800      1.60 :1         58       406    
     8463 Garvey Avenue                                                                                              
     Rosemead, CA                                                                                                    

4    Days Inn                         Feb-95       1985      23,175      26,574      1.15 :1         45       515    
     1332 Broadway                                                                                                   
     Placerville, CA

5    Ramada Inn                       Sep-95       1971      60,520     163,785      2.71 :1        135       448    
     300 W. Palmdale Blvd.                                                                                               
     Palmdale, CA                                                                                                        

<CAPTION>
========================================================================================================================
                                      Sale         Price/       Price/                 Comments      
NO.        LOCATION                   Price        Sq.Ft.        unit                                               
========================================================================================================================

<S>  <C>                            <C>           <C>           <C>         <C>             
1    Comfort Inn                    $2,800,000     $91.09       $48,276     Occupancy reported at 70 percent        
     13207 NE 20th Avenue                                                   ADR @ $46.00. No food and beverage      
     Vancouver, WA                                                          One meeting room, spa, pool, excercise  
                                                                            Located near new mall.    
2    Comfort Inn                                        
     8855 SW Citizens Drive         $2,600,000     $76.47       $40,625     Two-story wood frame motel located      
     Wilsonville OR                                                         in suburban location.                   
                                                                                                                     
3    Travel Inn                     $1,600,ODO     $67.89       $27,586     Three two story frame and stucco        
     8463 Garvey Avenue                                                     motel with pool and spa. Local market    
     Rosemead, CA                                                           oriented property. 
                                                               
4    Days Inn                       $2,150,000     $92.77       $47,778     Located at the east side of the city of 
     1332 Broadway                                                          Placerville, a seasonal tourist destination.
     Placerville, CA                                                                                             
                                                                                                                  
5    Ramada Inn                     $6,054,400    $100.04       $44,847     Sale of 50% interest only transferred.
     300 W. Palmdale Blvd.                                                  Sale price reported is based on 100%
     Palmdale, CA                                                           Located near center of Palmdale  

     Unadjusted Range:                      $67.89      to      $100.04 /Sq.Ft.
                                           $27,586      to      $48,276 /Unit

                                           Mean:       $85.65 /Sq Ft     $41,822 /Unit
</TABLE>


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

================================================================================


                                [GRAPHIC OMITTED]


================================================================================

                                    Sales Map


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

                              COMPARABLE SALE NO. 1

================================================================================


                                [GRAPHIC OMITTED]


================================================================================

ADDRESS:          Comfort Inn                 GRANTOR:         Ray Patel, et al.
                  13207 NE 20th Avenue        GRANTEE:         Shree Ram LLC
                  Vancouver, WA
DESCRIPTION:      Two-story wood frame        DOCUMENT #:      Na
                  and stucco limited service  MARKET TIME:     Na
                  hotel                       NUMBER OF UNITS:         58
YEAR BUILT:       1990                        SALE PRICE:      $2,800,000
LOT SIZE:         76,405 S.F.                 SALE DATE:       June 5, 1995
CONDITION:        Average/Good                TERMS:    $350,000 down
QUALITY:          Average                               seller wrapped existing
                                                        $1.45M 1st TD with, due
                                                        in 10 years

BUILDING AREA:    30,740 S.F.                 GROSS INCOME:    $685,540
LAND:BLDG RATIO:  2.49:1                      NET INCOME:      $288,000
PRICE/S.F.:       $91.09                      OVERALL RATE     10.29%
PRICE/UNIT:       $48,276                     GRM:             4.08
FF&E:   
$140,000

COMMENTS:  This  property is located at the  Vancouver  Mall north of Portland
Airport in a newly  developing  area. It is a newer property in good condition
but round about access. 1994 ADR reported at $46.00 and Occupancy at 70%.


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

================================================================================


                                [GRAPHIC OMITTED]


================================================================================

                            COMPARABLE SALE NO. 2

ADDRESS:            Comfort Inn            GRANTOR:      Mahalaxmi Inc.
                    8855 SW Citizens Drive GRANTEE:      Ganesh Enterprises
                    Wilsonville, OR
DESCRIPTION:        Two-story wood         DOCUMENT #:   9603044444
                    frame limited service  MARKET TIME:  Na
                    hotel
NUMBER OF UNITS:    64
YEAR BUILT:         1992                   SALE PRICE:   $2,600,000
LOT SIZE:           66,646 S.F.            SALE DATE:    June 19, 1996
CONDITION:          Average/Good           TERMS:        $800,000 down
QUALITY:            Average                              $1,8M 1st Td
                                                         Commercial Bank
BUILDING AREA:      34,000 S.F.            GROSS INCOME:          $804,825
LAND:BLDG. RATIO:   1.96:1                 NET INCOME:            $310,628
PRICE/S.F.:         $76.47                 OVERALL RATE           11.95%
PRICE/UNIT:         $40,625                GRM:                   3.23
FF&E:               $160,000 Est.

COMMENTS: This suburban property is located near Highway 5 and is a newer
property with good exposure but less than direct access.


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================================================================================


                                [GRAPHIC OMITTED]


================================================================================

                              COMPARABLE SALE NO. 3
<TABLE>
<S>                 <C>                        <C>           <C>        <C> 
ADDRESS:            Travel Inn                 GRANTOR:      Zoe & Chow
                    8463 Garvey Avenue         GRANTEE:      Fu & Chen
                    Rosemead, CA
DESCRIPTION:        3 two-story wood frame     DOCUMENT #:   1968386
                    and stucco motel building  MARKET TIME:  Na
                    originally a Travelodge
NUMBER OF UNITS:    58
YEAR BUILT:         1987                       SALE PRICE:   $1,600,000
LOT SIZE:           37,800 S.F.                SALE DATE:    December 11, 1995
CONDITION:          Average                    TERMS:        $1,050,000 down payment
QUALITY:            Average                                  Balance LA National Bank
BUILDING AREA:      23,568 S.F.                GROSS INCOME:            Na
LAND:BLDG RATIO:    1.60:1                     NET INCOME:              Na
PRICE/S.F.:         $67.89                     OVERALL RATE             Na
PRICE/UNIT:         $27,686                    GRM:                     Na
</TABLE>

COMMENTS: This suburban property is located east of Los Angeles and west of
Ontario. It is a local oriented property with weak economic performance typical
of many secondary lodging properties built in late 1980s and recently sold.


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                            COMPARABLE SALE NO. 4

================================================================================


                                [GRAPHIC OMITTED]


================================================================================

ADDRESS:            Days Inn            GRANTOR:      Sunrise Commercial Inc.
                    1332 Broadway       GRANTEE:      Hiren & Sundip Partnership
                    Placerville, CA
DESCRIPTION:        Two-story wood      DOCUMENT #:   95-5692
                    frame motel         MARKET TIME:  12 month
NUMBER OF UNITS:    45
YEAR BUILT:         1985                SALE PRICE:   $2,150,000
LOT SIZE:           26,571 S.F.         SALE DATE:    Feb. 07, 1995
CONDITION:          Good                TERMS:        $189,000 down; $1.7mm 1st 
at                                                               market, seller 
carry $260,000
QUALITY:            Average
BUILDING AREA:      19,100 S.F.         GROSS INCOME:          $788,400
LAND:BLDG RATIO:    1.39:1              NET INCOME:            $201,042
PRICE/S.F.:         $112.57             OVERALL RATE           9.98%
PRICE/UNIT:         $47,778             GRM:                   2.73

COMMENTS: This property is located on the east side of the Town of Placerville.
The motel is sited in a rustic area along Broadway which is a major city
arterial. Highway 50 runs parallel with Broadway and the motel is easily
accessible from the freeway exit. The actual ADR is $48.


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                            COMPARABLE SALE NO. 5

================================================================================


                                [GRAPHIC OMITTED]


================================================================================

<TABLE>
<S>                 <C>                        <C>           <C>          <C>   
ADDRESS:            Ramada Inn                 GRANTOR:      California Tennessee Inv.
                    300 West Palmdale Blvd.    GRANTEE:      Charles & Sandy Cha Corp.
                    Palmdale, CA
DESCRIPTION:        Four Story concrete block  DOCUMENT #: 1578626
                    motel with restaurant      MARKET TIME: 12 month
                    and conference facilities
NUMBER OF UNITS:    135
YEAR BUILT:         1971                       SALE PRICE:   $6,054,400
LOT SIZE:           163,785 S.F.               SALE DATE:    Sep. 28, 1995
CONDITION:          Average                    TERMS:        Seller carry 1st
QUALITY:            Average
BUILDING AREA:      60,520 S.F.                 GROSS INCOME:             Na
LAND:BLDG RATIO:    2.57:1                      NET INCOME:               Na
PRICE/S.F.:         $100.04                     OVERALL RATE              Na
PRICE/UNIT:         $44,847                     GRM:                      Na
</TABLE>

COMMENTS: This sale was a 1/2 interest and the sales price has been doubled t
indicate a full value transfer. This area of Palmdale is on the west side of the
Antelope Valley Freeway near the Antelope Valley Mall and new development such
as a Best Buy and a new Target store. The location has good exposure from the
Antelope Valley Freeway.


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

DIRECT COMPARISON APPROACH (Continued)

To compare the relevant sales to the subject property, consideration has been
given to such factors as financing, market conditions, conditions of sale and
physical and economic characteristics such as location, quality of the
improvements, age and condition of the improvements, overall size and property
operation levels.

Property Rights Conveyed

This adjustment considers the differences in legal status (interest) between the
subject property and the comparable sales. Specific interests convey different
types of rights in a property that affect value. Property rights can be defined
as fee simple, leased fee and leasehold interests. All the sales used were fee
simple estates and no property rights adjustments are necessary.

Financing Adjustment

Typical income producing property sales transactions involve some combination of
mortgage financing and cash (or equity) transfer. Knowledgeable investors are
aware that the use of mortgage financing will have an effect on the yield to
equity funds. The careful structuring of the mortgage and equity components of a
transaction may produce higher returns to the equity position than the overall
return to the property (positive leverage). This process can work in the
opposite direction when the rate paid for mortgage funds exceeds the overall
rate produced by the property (negative leverage). When the terms of the sale
are atypical, the result may be a price that is higher or lower than that of a
normal market transaction. In this analysis, it is assumed that the subject is
expected to sell for cash or with the prevalent institutional financing terms
available.

The comparable sales have been reviewed in reference to their financing and
typically involved normal or large down payments with the balance typically
financed by the seller or major lending institutions at prevailing long term
rates. No secondary financing was of any particular advantage and was not
considered to affect the sale prices. Based on an analysis of the financing
terms of the comparable sales, no adjustments were required and the sales are
all cash equivalent.

Conditions of Sale

The comparables were reviewed for their conditions of sale surrounding the
transactions. Sale 5 was a market transaction, but for only a 50% interest in
the property. After consideration of the price paid and the quality of the motel
purchased as well as verification of the sale, we concluded that it is
reasonable to simply double the price paid for a full value 100% interest. No
discount for minority interest was necessary because of the above stated
reasons. None of the other sales required any conditions of sale adjustments
since the sales prices were all based on market value with no unusual conditions
surrounding the transactions.


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

DIRECT COMPARISON APPROACH (Continued)

Market Conditions

The next adjustment to the comparables is to determine any change in value
associated with the passage of time. Due to changes in market conditions between
the date of sale and the date of valuation, an adjustment must be made to
compare the comparable sale to the subject. Changes in the market conditions
often result from various causes such as inflation, deflation, changing demand
or supply and changes in the general economy. It is noted that the adjustment is
not for the passage of time itself, but for the changes in market conditions
that have occurred over the time period in question. The best indication of
value change over time is the sale and resale of the same property. The sales
used occurred between 1995 and late 1996, under similar market conditions as
exist for the subject valuation. No market conditions adjustments are warranted.

Locational, Quality, Age and Condition and General Adjustments

The sales used indicate a range between $67.89 to $100.04 per square foot. They
range between $27,586 to $48,276 per unit. The sales occurred between February
1995 and August 1996 and are the representative sales comparables useful for use
in comparison to the subject property, due to their generally similar physical
and economic characteristics.

It is noted here that we reviewed several motel/hotel sales in the local market
area which occurred in the past two years and found most to have sold at prices
below the low end of the above range. Many of those properties are locally
oriented, poorly performing properties which did not represent viable investment
alternatives to the subject and thus they were not included in our analysis. We
had to broaden our search to a regional market since we considered the subject
property to have a regional investment and market appeal. While the sales used
are not direct comparables to the subject property, generally being in urban
locations and larger market areas, they are the best indicators of the subject's
value due to its economic and market characteristics which are more similar to
the sales used than to local sales, and due to its regional identity as part of
the regional chain with a good reputation and an established guest following.

Since the validity test for all adjustments in the sales comparison approach is
what the market reaction to differences will be, we conclude that the market's
reaction to one property over another is ultimately reflected in its stabilized
operating performance. Market preferences for dozens of amenities and
characteristics including neighborhood/location, pool/spa's, exercise rooms,
restaurants, shuttle services, continental breakfasts, free movie channels etc.
are all expressed in the economic productivity of the going concern. The better
the amenity mix the more the property generates. Conversely, if the operations
and facilities fail to meet local standards and customer preferences, this will
be reflected in a lower economic performance.


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

DIRECT COMPARISON APPROACH (Continued)

Therefore, individual adjustments for property characteristics are not even
attempted here. Developing statistical correlation to determine the relative
contribution to total property value of various amenities or locational
characteristics would become absurdly complex. Instead we focus on the range of
values indicated on a per unit basis and on the value indicators that indicate
economic productivity and return potential. These are the gross revenue
multiplier (GRM) and the overall capitalization rate (OAR).

Gross Revenue Multipliers

We were careful to select our primary comparable sales from within the general
region of the subject property where similar economies and social factors impact
value. However when we attempted to verify income and operating expense
information for the sales referenced herein we were only able to confirm data
for two of the six sales profiled here. This is simply too small a sampling to
develop reliable GRM and OAR indicators for estimating values through the Sales
Comparison Approach. Therefore we have summarized these sales together with four
other supplementary sales for which income/expense data and GRM/OAR indicators
could be extracted and verified. These sales are summarized on the table on the
following page.

These sales represent a broader cross-section of hotel properties encompassing
limited and full service properties, and include some middle and upper tier
market operations. The GRM value indicators for the subject property are best
indicated by an overall assessment of the range from all the six supplemental
sales and Sale 4 in the Regional Sales, which sold at 2.73 GRM. Due to the low
occupancy level and the associated ADR, which due to large fixed expenses result
in a low net operating income, we believe that the subject property would
command a GRM in the low end of the range. We estimate the subject to have a GRM
between 2.7 and 2.9 times gross revenue. We have estimated a GRM of 2.8 as
applicable to the subject property which indicates a value of:

                        $1,762,069 GRM x 2.8 =  $4,933,793

                        Rounded                 $4,935,000

Value Per Unit

Recognizing that these indicators yield somewhat divergent values, we must point
out that without a highly detailed, multi-factorial quantitative adjustment
process, the sales comparison approach is going to yield the most divergent
array of value indicators of the three approaches. Attempting to apply
"reasonable" adjustments injects so much subjectivity into the analyses that we
conclude the principal benefits of the direct sales comparison approach are
diagnostic rather than projective. They may reveal operating, economic and
functional anomalies of the subject property but in the end prove marginal at
actually predicting value.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            80
<PAGE>

                                   ------------------------
                                   SUPPLEMENTAL HOTEL SALES
                                   ------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                          Date of   Year     Building     No of    Gross                  Sale       Price/  Price/
  No. LOCATION             Sale     Built     Area         Units   Revenue      NOI      Price       Sq. Ft.  Unit     GRM    OAR
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                      <C>        <C>   <C>             <C>  <C>         <C>         <C>          <C>      <C>       <C>    <C>   
1  Comfort Inn           May-95     1990   30,740          58    $685,540    $288,000   $2,800,000   $91.09  $48,276   4.08  10.29% 
   13207 NE 20th Avenue                                  
   Vancouver, WA                                         
                                                         
2  Capital Inn/Days Inn  Jan-95     1990   29,949          81    $778,745    $373,765   $3,320,000  $110.86  $40,988   4.26  11.26%
   120 College Street                                    
   Lacey WA                                              
                                                         
3  Quality Inn           Oct-95  1977/86   29,200          73    $685,200    $293,760   $2,625,000   S89.90  $35,959   3.83  11.19%
   1545 NE Burnside                                      
   Gresham OR                                            
                                                         
4  Embassy Suites        Feb-95     1988   71,664         102  $1,900,000    $690,400   $8,000,000  $111.63  $78,431   4.21   8.63%
   706 S. Milton Road                                    
   Flagstaff, AZ                                         
                                                         
5  Ameritel Inn          Jun-96     1991   48,966          94  $1,652,218    $823,838   $6,110,000  $124.78  $65,000   3.70  13.48%
   Confidential                                          
                                                         
                                                         
6  Bellevue Hilton       Aug-95     1979  122,369         180  $3,945,000  $1,107,000  $12,300,000  $100.52  $68,333   3.12   9.00%
   1001 12th Street NE                           
   Bellevue WA

                                Mean:                                                               $104.79  $56,165   3.87  10.64%

   Unadjusted Ranges:          S89.90   to   $124.78 /Sq.Ft.
                              $35,959   to     $78,431 /Unit
                                 3.12   to          4.26 GRM
                                 8.63%  to        13.48% OAR
</TABLE>


                                                                              81
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

DIRECT COMPARISON APPROACH (Continued)

The Regional Sales Comparables are considered as a whole in the analysis on a
value per unit basis and are given more consideration than the Supplemental
Sales. Sales 3, 4 and 5 are located in California and Sales 1 and 2 are relevant
since they are well located national identity properties with similar appeal and
potential as the subject. Given the substandard operating performance of the
subject property with its low profitability we conclude that the subject's value
per room is below the price indicated by Sales 1, 2, 4 and 5 but above Sale 3.
We conclude on a value of $30,000 per room or:

                    160 Units @ $30,000 per Unit = $4,800,000

Correlation of Value

The two units of comparison applied indicate a range of value for the subject
property between $4,800,000 and $4,935,000. We have selected a value indication
at the middle of the two indications, as follows:

                    Conclude                   $4,850,000


- ----------------------------------
James Ratkovich & Associates, Inc.                                            82
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

                                 INCOME APPROACH

The Income Approach is premised upon the principle of anticipation which holds
that value is determined by the present worth of the anticipated future
benefits. These benefits in the case of an income producing property are the net
cash flows, the reversion at the end of the holding period, and the inherent tax
benefits afforded an owner of income property.

In this approach, the value is estimated by the capitalization of the expected
future net income. Capitalization is the process of converting an income stream
into a single capital value. This is the amount that a prudent, typical informed
purchaser would pay as of the valuation date for the right to receive the
forecast net income over the specific period.

In order to make relatively accurate income and expense projections for the
subject property, we have relied on the subject's actual operating history for
the past three years, plus the trailing 12 months ended August 1996. We also
relied on market conditions, lodging industry reports and our survey of lodging
competition in the subject's area. We also analyzed local industry trends from
Star Reports as prepared by Smith Travel Research.

As a part of our analysis to develop the potential gross income of the subject,
the appraiser has conducted a survey of hotel facilities considered to be
competitive with the subject property. The survey focused on hotels which are
considered to be primary competition to the subject. These hotels are summarized
on the following page.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            83
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

                        SUMMARY OF COMPETITIVE HOTELS

                                NO OF        RACK
NO. LOCATION                    ROOMS        RATE

1.  Radisson Hotel              147          $69          Single Queen/King
    Gateway Avenue                           $79          Double
    Diamond Bar,  CA

The Radisson is located a few miles south of the subject property and was
originally built as a Days Inn. It has inferior access and visibility as
compared to the subject and its rooms are smaller and quality and appeal
inferior. This property is in average condition. The ADR is reported at $51.22
per room. Occupancy is estimated near 50 percent.


2.  Sheraton Hotel              247          $69          Single Queen/King
    601 McKinley Avenue                      $79          Double
    Pomona, CA

The Sheraton Hotel is a high-rise full service hotel located approximately 5
miles southeast of the subject near the Pomona Fairgrounds. It is of good
quality and appeal but has inferior access and location. The ADR is reported at
$68.27. Occupancy is estimated near the 50-55 percent range.


3.  Embassy Suites              264          $69-$79      Mini-suites
    1211 E. Garvey Street
    W. Covina, CA

This is an older Embassy Suites property with all mini-suites, good freeway
exposure but difficult access. It has a restaurant, lounge and pool and is
inferior in condition and location as compared to the subject. Overall quality
and condition are average. ADR is $70.32. Occupancy is unavailable.


4.  Shilo Inn Hilltop Suites    130          $79-$129     Mini-suite
    3101 Temple Avenue                       $104-$154    Executive Suite
    Pomona, CA

This Shilo Inn Hilltop Suites is located directly across Temple Avenue across
the street from the subject. This property is operated by the same management as
the subject property and provides the most directly competitive property in
terms of location. It is six years old and it has a restaurant, lounge, meeting
rooms, and other amenities. It has larger rooms and is newer in age as compared
to the subject. Occupancy was 54 percent in year to date 1996 operations and ADR
was $86.52.


*   Subject Shilo Inn           160          $79          Single
    3200 Temple Avenue                       $105
    Pomona, CA                               $12 each additional person

The subject is a limited service hotel with a free standing restaurant, an
outdoor pool, spa, and fitness center with steam and sauna rooms. Overall
quality and condition are good. Hotel guests receive a complimentary continental
breakfast. Access and exposure to the Orange Freeway are good, as well as to the
east Los Angeles County area. Occupancy has ranged from 38% to 43% over the past
four years. The ADR ranged between $60.33 to $64.57.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            84
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

                             Competitive Hotels Map

================================================================================


                                [GRAPHIC OMITTED]


================================================================================


- ----------------------------------
James Ratkovich & Associates, Inc.                                            85
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

                             COMPETITIVE HOTEL NO. 1

================================================================================


                                [GRAPHIC OMITTED]


================================================================================

                             COMPETITIVE HOTEL NO. 2

================================================================================


                                [GRAPHIC OMITTED]


================================================================================


- ----------------------------------
James Ratkovich & Associates, Inc.                                            86
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

                             COMPETITIVE HOTEL NO. 3

================================================================================


                                [GRAPHIC OMITTED]


================================================================================


                             COMPETITIVE HOTEL NO. 4

================================================================================


                                [GRAPHIC OMITTED]


================================================================================


- ----------------------------------
James Ratkovich & Associates, Inc.                                            87
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

INCOME APPROACH (Continued)

The directly competitive lodging market includes four lodging facilities as
shown on the previous summary page. The competitive properties are scattered
over several miles surrounding the subject property and include the adjacent
Shilo Inn Hilltop Suites which is owned and operated by the same group as the
subject. The subject's market area covers the region east of the San Gabriel
Valley, north of Brea and Fullerton in Orange County and west of Ontario and the
Inland Empire. This region experienced significant growth in the past fifteen
years and has been in a major recession for the past five to six years. The
collapse of economy was region wide but locations such as the subject's area
suffered disproportionately. The reconfiguration and revival of the economic
base of the region is yet to be fully felt in the East Los Angeles/Inland Empire
area and the lodging market has been negatively impacted. The subject property
and its sister property, the Shilo Inn Hilltop Suites have experienced decreased
occupancy and ADR levels and decreased profitability over the past four years.
Occupancy and room revenue trends are reported to be more positive in the past
few months and are expected to increase in the next few years due to improving
economic conditions in the region.

Competitive property 1 is a Radisson Hotel with 147 units located at the
entrance of a major corporate business park center in Diamond Bar, south of the
subject area. This multi-story limited service property is modern in design and
has average appeal. It was originally opened as a Days Inn and has had
operational difficulty. It is now stabilized and is achieving an ADR of $51.22.
Occupancy was estimated at approximately 50 percent on average. It is a direct
competitor to the subject in terms of market sector appeal but has inferior
access and exposure as compared to the subject. Property 2 is the Sheraton Hotel
which is a 247 unit full service hotel located in Pomona near the Fairgrounds.
This modern and commercial oriented property is located in a business park
surrounding and has secondary access and exposure as compared to the subject.
It's lowest rack rate are similar to the Radisson Hotel which are slightly lower
than the subject's. It's ADR in 1996 was $68.27 per unit which is slightly above
the subject's ADR. This property is less competitive to the subject since it
caters to a slightly different demand sector. Property 3 is the Embassy Suites
Hotel located in West Covina, several miles west of the subject property off
Interstate 10. The Embassy Suites caters to the commercial demand that is
generated in the Covina and east San Gabriel Valley market areas and has a
Holiday Inn and several competitors located in it's neighborhood. This property
is only secondary in it's competitive profile as compared to the subject. It is
secondary in it's location and access as compared to the subject. The rack rates
are similar to the subject's and it's ADR was $70.32, above the subject's, which
is reasonable considering its stronger chain identity.

The competitive properties are relatively scattered in a wide area and support
the subject's current rate structure. The subject appears to be achieving it's
fair share of market penetration, which is below necessary levels for successful
operations. We expect the subject to increase its performance slightly in the
next two years due to improving overall economic conditions.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            88
<PAGE>

                                    SHIL0 INN
                               3200 Temple Avenue
                                    Pomona CA
                     RECONSTRUCTED HISTORICAL OPERATING DATA

# of Rooms              160
Building Area        81,445 sf
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                   
                                             1993                             1994                 
Occupancy Rate                             38.00%                           43.00%                 
Average Room Rate                          $64.57                           $62.74                 
===================================================================================================

<S>                                    <C>          <C>        <C>      <C>         <C>     <C>    
REVENUES                                           % Total   Per Room              % Total Per Room
   Room Rentals                        $1,401,632    91.7%     $8,760   $1,537,164   91.2%   $9,607
   Restaurant                              63,543     4.2%       $397       44,028    2.6%     $275
   Telephone                               35,047     2.3%       $219       44,959    2.7%     $281
   Other Income                            27,766     1.8%       $174       59,156    3.5%     $370
- ---------------------------------------------------------------------------------------------------
Total Revenue                          $1,527,988   100.0%     $9,550   $1,685,307  100.0%  $10,533

EXPENSES
Departmental Expenses
   Rooms Department                       352,986    23.1%     $2,206      468,452   27.8%   $2,928
   Food & Beverage                         19,971     1.3%       $125        9,857    0.6%      $62
   Telephone                               33,472     2.2%       $209       29,224    1.7%     S183

Undistributed Operating Expenses
   Administrative & General               134,943     8.8%       $843      166,087    9.9%   $1,038
   Management                              76,399     5.0%       $477       84,265    5.0%     $527
   Marketing                              110,465     7.2%       $690      136,283    8.1%     $852
   Utilities                              102,024     6.7%       $638      119,570    7.1%     $747
   Property Operations & Maintenance       88,657     5.8%       $554      115,551    6.9%     S722
   Capital Improvements                    22,343     1.5%       $140       52,486    3.1%     $328
   Miscellaneous                            6,381     0.4%        $40        7,617    0.5%      $48

Fixed Charges
   Property Tax & License                  85,254     5.6%       $533       90,903    5.4%     $568
   Insurance                               18,500     1.2%       $116       17,915    1.1%     $112

- ---------------------------------------------------------------------------------------------------
Total Expenses                         $1,051,395    68.8%     $6,571   $1,298,210   77.0%   $8,114

NET OPERATING INCOME                     $476,593    31.2%     $2,979     S387,097   23.0%   $2,419
- ---------------------------------------------------------------------------------------------------

<CAPTION>
                                                                       Trailing 12
                                             1995                      Months 8/96
Occupancy Rate                             43.00%                           43.00%
Average Room Rate                          $61.95                           $60.33
======================================================================================================

<S>                                    <C>          <C>       <C>       <C>          <C>       <C>    
REVENUES                                           % Total   Per Room               % Total   Per Room
   Room Rentals                        $1,519,086    89.1%     $9,494   $1,496,387    87.3%     $9,352
   Restaurant                              61,424     3.6%       $384       67,876     4.0%       $424
   Telephone                               51,683     3.0%       $323       53,571     3.1%       $335
   Other Income                            72,205     4.2%       $451       96,833     5.6%       S605
- ------------------------------------------------------------------------------------------------------
Total Revenue                          $1,704,398   100.0%    $10,652   $1,714,667   100.0%    $10,717

EXPENSES
Departmental Expenses
   Rooms Department                       478,608    28.1%     $2,991      513,922    30.0%     $3,212
   Food & Beverage                         13,828     0.8%        $86       11,583     0.7%        $72
   Telephone                               28,203     1.7%       $176       30,395     1.8%       $190

Undistributed Operating Expenses
   Administrative & General               156,465     9.2%       $978      156,226     9.1%       $976
   Management                              85,206     5.0%       $533       85,733     5.0%       $536
   Marketing                              135,107     7.9%       $844      131,973     7.7%       $825
   Utilities                              107,372     6.3%       $671      111,796     6.5%       $699
   Property Operations & Maintenance       97,308     5.7%       $608      101,427     5.9%       $634
   Capital Improvements                    16,464     1.0%       $103       20,943     1.2%       $131
   Miscellaneous                            8,619     0.5%        $54        9,942     0.6%        $62

Fixed Charges
   Property Tax & License                  90,686     5.3%       $567       94,753     5.5%       $592
   Insurance                               21,410     1.3%       $134       21,462     1.3%       $134

- ------------------------------------------------------------------------------------------------------
Total Expenses                         $1,239,276    72.7%     $7,745   $1,290,155    75.2%     $8,063

NET OPERATING INCOME                     $465,122    27.3%     $2,907     $424,512    24.8%     $2,653
- ------------------------------------------------------------------------------------------------------
</TABLE>


                                                                              89
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

INCOME APPROACH (Continued)

Occupancy and Room Revenue Estimates

The subject's reconstructed historical operating summary, as provided by the
Shilo Inn, is located on the previous page. Occupancy increased from 38 percent
in 1993 to 43 percent in 1994, 1995 and for the trailing 12 months ending August
1996. The average daily room rate has decreased from $64.57 in 1993 to $60.33 in
1996. The subject is well located within its market area and has good exposure
and access from the Orange Freeway. It is negatively effected by the presence of
the other Shilo Inn property across the street but as the economy continues to
improve and demand increases, this dilution of market demand should have a lower
impact on the subject's future operations. We expect the subject property to
regain some of the recently lost occupancy and increase ADR in the next two
years, returning to more typical operating levels prior to the recently ended
recession.

The Smith Travel Research report located in the addenda indicates that occupancy
market wide was 51.9 percent in 1993, 55.6 percent in 1994, 54.8 percent in 1995
and is achieving 56.6 percent in the first nine months of 1996. The average
daily rates have increased from $49.56 in 1993 to $52.02 in 1996. These figures
indicate that the subject is operating at occupancies below market wide levels
and ADRs above the market as reported by Smith Travel. However, the data
reflects general support for the subject's historical operations.

Based on our analysis of the competitive market area and the subject's
operations, it is our opinion that the subject will achieve an average occupancy
rate of 43 percent in 1997 and increase to 46 percent in 1998 and for the
duration of our analysis. An average daily rate of $62.00 is estimated for year
one, projected to increase at an annual rate of 3 percent per year.

Other Revenues

Other revenues include telephone income, estimated at 3.0 percent of room
revenues, restaurant rental revenue is estimated at $65,000 per year based on
the existing lease and it's actual historical payment under the lease which was
$67,876 in the trailing 12 months and other income which is derived from vending
machines and similar items, estimated at 6.0 percent of room revenues. The
subject's actual operating history is used as a basis for these projections
since it is the best indicator of these property specific revenues.

EXPENSE ANALYSIS

In addition to the subject's actual historical operating data, previously
presented, we have reviewed expense data as reported in Trends by PKF
Consulting, and Star Travel Research which are both located in the addenda.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            90
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

INCOME APPROACH (Continued)

Departmental Expenses

Rooms

Room expenses include salaries, wages, payroll taxes and fringe benefits for
front desk staff and housekeeping personnel; general hotel expenses (excluding
franchise fees); guest room supplies; cleaning supplies; laundry, linen;
reservations/booking expenses; travel agent commissions; and numerous other
small expense categories. PKF industry standards indicate a range from $3,166 to
$3,950 per room. Star Research reports rooms department expenses to range from
$3,208 to $4,432. The subject's reconstructed historical data indicates a range
from $2,206 to $3,212 per room. The subject is operating at low levels of
occupancy but in the past three years they have been stable and consistent,
albeit they are below industry averages. We have projected $3,000 per room for
departmental room expense which is near the subject's actual recent historical
performance. We believe that a typical buyer for the subject property would a
similar chain operation or even larger organization that can achieve the same
efficiencies that the current operations have demonstrated.

Telephone

Telephone expenses include monthly service charges, local and long distance
charges billed by the phone company. The subject property utilizes a discount
rate long distance provider which bills in six second increments, and offers
discounted long distance rates. Although the ratio of phone revenues to expenses
are in line with the industry standard at about 2:1, these operations comprise a
small percentage of revenue. We have utilized an expense ratio of 65 percent of
telephone revenues based on historical data.

UNDISTRIBUTED OPERATING EXPENSES

These expenses reflect the expenses and fixed overhead items which are not
attributable to any specific activity or profit center but are required to
maintain the going concern operation. These include Administrative and General
Expenses; Franchise Fees; Marketing and Guest Entertainment costs; Property
Operation and Maintenance Costs; Energy / Utility Costs and miscellaneous other
unallocated departmental costs.

Administrative and General

These expense items include: administrative staff salary/wages, payroll taxes
and benefits; bookkeeping and accounting; vehicle expenses; credit card
commissions; office supplies; printed materials; postage; professional and legal
fees; contract security; and owner/manager travel expenses, and bad debt
write-offs. PKF reveals that industry standards for administrative and general
expenses in the two property categories we compared the subject to ranged from
7.8% to 9.0%. Smith Travel indicates this expense to range from 9.1% to 9.4% for
the subject's categories. The subject expended between 8.8% and 9.9% for G&A
over the past four years. We conclude that the most subject's actual experience,
with some consideration to industry averages, is the best indicator of this
expense and have selected 9.0% for our projections.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            91
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

INCOME APPROACH (Continued)

Management Fees

The subject property is owner operated and the primary compensation paid to the
owner managers comes in the form of profit distributions. A portion of the
executive management compensation is also accounted for in Administrative
salary/wages which are also somewhat below industry averages by several
measures. A typical market derived management fee for an operation such as the
subject should run at least 3.0%-5.0% according to most reliable sources. PKF
industry standards indicate a range for management of 2.8% to 3.1%. Smith Travel
indicates 2.8% to 3.8% for management expense in the subject's categories. The
subject has a 5 percent internal accounting management fee. We have utilized a
management fee of 5.0 percent for our projections which is above industry
standards.

Franchise and Marketing Expense

Franchise and marketing expense includes charges for regional or national chain
affiliations or franchise, expenses for advertising, promotional literature and
activities. Historically the subject has expended between 7.2% to 8.1% for
advertising and there is no franchise fee since the subject is company owned.
PKF industry standards indicate advertising expense to range from 3.7% to 3.9%
and franchise fees to range from 0.9% to 1.9%. Smith Travel indicates 3.7% to
6.6% for advertising and 1.7% to 3.5% for franchise fees. Despite the current
level of the subject's expenditures, we used the industry standards for our
projections, since we look at typical owner requirements rather than Shilo's
actual corporate profile. We have utilized a rate of 3.0% for franchise and 5.0%
for marketing, for a total of 8%, based on our estimate of the appropriate costs
for the subject property to continue to perform at current levels.

Energy / Utility Costs

Expenses in the Energy/Utility category are consistent over the previous four
years of operation. The subject has expended between 6.3 to 7.1 percent in
utility expenses in the past four years. PKF industry standards indicate a range
from 3.9 to 5.0 percent and Smith Travel indicates a range from 4.8 percent to
6.3 percent. We have utilized 6.5 percent for our analysis based on the
subject's historical data.

Property Operations and Maintenance

This category includes automotive maintenance; Building expenses; computer
equipment and software systems; Copy Machine/Fax machine maintenance;
maintenance contracts; grounds maintenance; painting and decorating; swimming
pool/spa maintenance contracts; TV repairs; tools and other miscellaneous
expenses. The subject has historically spent between 5.7 and 6.9 percent for
repairs and maintenance which includes some capital improvements expenses. PKF
industry standards indicate a range from 4.5 to 6.2 percent and Smith Travel
indicates 4.2% to 5.2% for this item. We have utilized a rate of 6.0 percent
based on the subject's most recent historical data and industry standards.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            92
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

INCOME APPROACH (Continued)

FIXED CHARGES

Property Taxes

According to the county assessor, the subject's current property taxes are
$113,543. Properties in California are reassessed to market value upon sale and
we have projected the subject's future taxes at $63,700 in year one based on a
tax rate of 1.4% of the appraised value. Taxes increase at 2 percent per year,
the maximum allowed by state law.

Property Casualty Insurance

Insurance has been consistent during the last four years between 1.1 and 1.3
percent of total revenue which is supported by the 1.0% to 1.2% level reported
by the industry standard data. A one year premium for fire and extended coverage
and liability has been estimated at 1.3 percent. Industry averages are above the
actual history of the subject but these are a general indicator overall, highly
dependent on location and negotiations. In the final analysis we relied on the
subject's history.

Replacement Reserves

The short-lived building components and equipment which require replacement and
for which a reserve account should be set up consist of roof covering, floor
covering, draperies, water heaters, air conditioning systems and other
mechanical systems servicing the buildings and other capital expenditures. Since
these expenses are bound to occur, we have accounted for this expense item as a
percentage of total revenue. Some of the replacement items are included in
normal maintenance, supplies and room expense items.

The International Society of Hospitality Consultants released a comprehensive
study in 1995 which examined historical industry-wide CapEx expenditures for the
10 year period from 1983 through 1993. The study, funded by 16 high profile
national and international hospitality management companies, lenders and hotel
operators concluded that the historical convention of reserving only 2%-3% of
gross revenues was inadequate for funding the actual capital outlays required to
maintain a property in a typically competitive market. They concluded that
capital expenditures for limited service properties averaged 3.7%.

They also noted that CapEx expenditures increased significantly as a hotel ages
with a spike every 7 to 9 years when major renovations of guest rooms and public
areas are required. They pointed out that properties in their survey data built
before 1981 averaged CapEx outlays of 9.6% of annual gross revenue. What this
clearly reveals is that historical reserves have been grossly underestimated and
have caused financial distress for both financiers and operators of hotel
properties. The bottom line of the study is that properties over 7 to 8 years
old, and certainly those over 10 years old will require reserves of roughly 2.5
times to 3.0 times the traditionally accepted reserve allowance. For upper-tier,
limited service properties and lower-tier, full service properties this will
equate to a total CapEx reserves of 4%-5% at a minimum, depending on age, method
of construction, historical occupancy/use levels and prior CapEx investment.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            93
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

INCOME APPROACH (Continued)

We have divided reserves charges into two categories: Furniture, Fixtures &
Equipment and Improvement Reserves. The furniture, fixtures and equipment used
in the operations of the subject property is charged at a rate of 3.0 percent of
total revenue based on industry standards and our estimate of the useful life of
the subject's FF&E. The improvements reserve for replacement expense is
estimated at 2.0 percent of total revenue.

Capitalization Analysis

Direct Capitalization: This technique employs the use of an overall rate. This
is an annual percentage rate that expresses the relationship between net
operating income and the present worth of the property. The term overall rate
reflects the fact that the rate incorporates capital appreciation or
depreciation along with a return on net income. The overall rate must represent
what informed, prudent and rational investors are requiring and obtaining for
similar, competitive properties in the current market.

Overall Rate Derivation / Direct Capitalization: The first estimate of value we
develop through the Income Approach is developed with the Direct Capitalization
Technique, which utilizes the overall capitalization rate. This is an aggregated
rate that expresses the relationship between a single year's stabilized net
operating income, and the present worth of the property. The term overall
capitalization rate, or simply, overall rate (OAR), indicates that the rate
encompasses all market derived return requirements including capital
appreciation or depreciation, a baseline return on net income, plus any risk
related return premiums dictated by the market's perception of the risk elements
attendant to ownership and operation. The overall rate should represent the
income to value ratio that typically informed, economically motivated, prudent
and rational investors would require and obtain, when investing in similar,
competitive properties in the current market.

Ideally, the market transactions referenced in the overall rate derivation
should be open market sales of regionally competitive hotel properties, with
generally similar income streams and expense ratios. The summary contained in
the Direct Comparison Approach indicates overall rates derived from only two of
the primary market comparable sales. A Supplemental Summary of Hotel Sales has
also been produced to show the overall rates indicated in a variety of other
hotel sales in a broader survey of the Pacific and Inland Northwest.

The sale of the Bellevue Hilton, which sold in August 1995, indicated an overall
rate of 9.00%. This was the lowest OAR and it could be regarded as anomalous,
relative to the other market indicators and investors surveys compiled by us. We
surmise that the price may have reflected substantial unrealized income
potential or operating economies not superficially obvious from the reported
data.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            94
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

INCOME APPROACH (Continued)

The balance of the supplemental sales suggested OAR's ranging from the low 10 to
high 11 percent except for Supplemental Sale No. 5, the Ameritel Inn, which
reported an OAR of 13.48% Although the price/unit appears to fall within the
range of the other surveyed transactions, the OAR of Sale No. 5 appears well
above the indicated range for a property of it's age, and apparent quality. We
are, therefore, disinclined to emphasize the OAR of this sale as an indicator
for the subject

National Investor Surveys compiled from a variety of respected industry sources
provide additional insight into investor expectations and underwriting
assumptions which may me relevant to the analysis of the subject. For reader
convenience we have compiled a survey of the surveys which is presented on the
following page. The Korpacz Real Estate Investor Survey, Third Quarter 1996,
indicates the average free and clear equity overall rate for hotel properties is
12.75 percent, as compared to 12.53 percent for the previous quarter and 12.79
percent a year ago.

According to the First Quarter 1996, National Investor Survey conducted by CB
Commercial, going in cap rates for Class A, Full Service Hotel properties ranged
between 8.00% and 12.00% and average 10.30%. Class B, Limited Service Hotels
ranged from 9.00% to 13.00% and averaged 11.30%. Our classification of the
subject as an upper tier Limited service, or lower tier full service hotel
suggests an OAR in the low 11% range.

According to the First Half 1996, Hotel Investment Outlook prepared by Landauer
Hospitality Services, going in cap rates for Class A, Full Service Hotel
properties ranged between 7.00% and 13.00% and averaged 9.75%. Class B, Limited
Service Hotels ranged from 10.00% to 14.00% and averaged 11.55%. Again, our
classification of the subject as an upper tier Limited service, or lower tier
full service hotel suggests an OAR in the low 11% range.

According to TransActions 1995 Recap, published by Hotel Motel Brokers of
America the Mountain Pacific Region had an average overall rate of 12.7 percent
for all hotels and ranged between 9.4 and 14.5 percent. These sales totaled 38
hotels with an average 66 units per hotel. They had an average occupancy of 55.2
% and an average daily rate of $42.68. which is lower than the subject's
operating levels. Nationally the rates ranged from 9.1% to 14.8%, and averaged
11.80% for all HMBA transactions. We observe that HMBA member brokers were
primarily involved in sales of individually owned properties and not the larger
institutional, and multi-property transactions included in the survey results
compiled by the national consulting firms. We think the HMBA transactions may
represent a slightly lower grade of properties than the subject property.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            95
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

INCOME APPROACH (Continued)

Capitalization Analysis

PKF Consulting, one of the most respected names in the hospitality industry
identifies OAR's ranging from 8.00% to 11.30% for Class A properties and an
average of 10.88%. Class B properties range from 8.50% to 14.50%, averaging
11.76%. Their results are consistent with the other industry consultants cited.

OAR Conclusion / Indication of Value

In attempting to select an appropriate OAR for the direct capitalization value
work up for the subject we have considered the following:

o  The subject property is a middle tier, property defined by its franchise flag
   and has a high level and quality of operations and other guest amenities
   relative to its competitive market. 

o  The subject property is an 8 year old hotel and is well maintained and has
   good appeal.

o  The current competitive position of the subject in its market area is fairly
   strong in its niche as new competition will likely be impeded by development
   costs and restrictive market conditions for new development.

Based on these factors, our Direct Sales Comparison Analyses and our survey of
hospitality industry consultants, we conclude that the appropriate OAR for
developing a value estimate for the subject property through the Direct
Capitalization Technique is 10.50%. Dividing the projected stabilized Net
Operating Income by the selected OAR yields an indication of fee simple value
for the going concern operation, as of the current appraisal date in the amount
of:

                                  $4,299,655
                                  ==========

Yield Capitalization / Discounted Cash Flow Analysis

A discounted cash flow analysis has been made on the premise that the value of
the subject property is represented by the present worth of the anticipated
future net income stream. The projected income stream is based on an analysis of
the quality, as well as the quantity and duration, of the income expectancy.
This income stream is discounted to present value using a discount factor and
then added to the present worth of the property reversion. The property
reversion is calculated by capitalizing the net income from the property into an
indication of value using a capitalization rate extracted from the general
market data of similar properties. This value is then discounted to present
worth.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            96
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

In this analysis, we utilize a ten-year discounted cash flow projection which
represents the underwriting convention of the industry. Although we have not
profiled specific survey results we note that the average holding period for
hotel investments, according to at least two national consultants ranges from 6
to 10 years. One source referenced a 6.27 year average holding period in 1995
while the other referenced a 7.1 year average holding period. Ten to eleven
years, the period covered in our analyses, probably represents the outer limits
of what most investors reasonably anticipate as an investment holding period
since profit taking (dispositions) and normal business cycles seem to occur in
rolling five to seven year intervals.

Revenue and Expense Growth Rate

The survey results are self explanatory. We note that the emerging trend among
analysts and underwriters is a very thin but widening margin between income and
expense growth rates, with revenues leading. As this margin widens the positive
impact on value indications becomes geometric, and we think unreliable. As of
the date of this writing, one market watcher suggests that a rate differential
of 12 to 15 basis points represents the current market thinking. We think such
an assumption may be plausible during the early phases of an industry or
national economic recovery when revenue gains do generally exceed expense growth
rates by meaningful margins. Our perception is that strong industry performance
during the last two plus years will breed new competition placing downward
pressure on revenue growth. Nevertheless, industry vendors, subcontractors and
county tax assessors, not wanting to miss out on the "good times" should
continue with healthy price and assessment increases over the next couple years.
We think it prudent, therefore, to project both revenue and expense growth at
the same levels over the long haul. The survey results lead us to conclude on
annual growth factors of 3.00% for both revenue and expenses.

Terminal Capitalization Rate

Our rate selection is based on the survey results previously presented and our
perceptions of the subject property and its competitive position in the local
market. The survey results suggest that terminal capitalization rates generally
exceed the going in rates by 25 to 100 basis points. Utilizing moderate growth
rate assumptions, CapEx reserves, and moderately conservative discount rates (to
be discussed next) leads us to select a terminal cap rate 100 basis points above
the going in rate, or 11.50%.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            97
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

Discount Rate Selection

The discount rate we utilized reflects the long term yield expectations of hotel
market investors, relative to other alternative investment opportunities in the
real estate markets available today. It also reflects current financial market
conditions and the perceived risk, quality and duration of the income stream
anticipated from each prospective investment. The yield rate used in the
Discounted Cash Flow Analysis is anticipatory rather than historical in its
reference point. The rate should consider all benefits and risks attendant to
the ownership and operation of that particular class of income property, and may
also anticipate tax considerations and leveraging issues that non-realty
investments do not. The appropriate rate is that minimum rate that the
individual, institutional or real estate investor considers a minimal acceptable
return on investment over the particular projection period analyzed. It may be
regarded as a hurdle rate, below which, the typical market investor would not
find sufficient returns to justify the investment, given the risks and
responsibilities attendant to that investment.

We have utilized two means of identifying an appropriate discount rate for the
subject property analyses. These are:

o Survey of investors' acceptable yield rates
o Capital market returns analysis plus risk rate

The National Investor Surveys previously referenced summarize the return
expectations of institutional and individual investors as they have been
compiled by five of the hospitality industry's most familiar and respected
consultants. Altogether they reveal a typical range of discount rates from 10.0%
to 20.0% with a convergent grouping of averages and medians clustered between
14.00% and 15.00%.

Built up Yield Rates can provide another indication of investors' motivations
and expectations regarding long term equity returns. These may be developed or
"built up" from the bond markets and other long term capital markets. However,
the quality and durability of a real estate income stream, and the marketability
of real property is generally considered less reliable (predictable) than other
capital market investments. Investors may purchase relatively risk free treasury
funds and sell them almost immediately when he or she chooses. Investments in
real estate require additional risk based yield premiums to compensate for their
additional risks and illiquidity. Therefore, one simple technique for estimating
the appropriate yield rate for real estate in general, and hotels specifically,
is to explore the yield relationships between relatively "risk free" investments
and real estate investments.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            98
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

According to a market yield rate survey conducted by Real Estate Research
Corporation, the difference in yield rates between real estate and other
selected capital market investments over the last four quarters ranged from 2.4
percent to 5.6 percent. These differences may be regarded as market perceptions
the additional risks and illiquidity premiums required of real estate
investments in general. Comparing yield rates on investment grade real estate to
hotel investments reveals an additional yield rate differential of 1.00% to
3.00% which investors require of management intensive real estate such as
hotels. Hotels are actually much more than real estate operations. They are in
fact going concern business operations which are real estate intensive. The
additional management expertise and risks attendant to such enterprises dictates
another level of yield compensation. The following table shows some recently
published yields on bonds, which are an indication of long term investor's
pre-tax "safe rate" equity yield requirements:

                          Yields on Selected Securities
- -----------------------------------------------------------------------------
       Period         Aaa        Baa           Treasury          Treasury
                     Bonds      Bonds         Securities        Securities
                                              (Long Term)       (Five Year)
- -----------------------------------------------------------------------------
     March 1995      8.12%      8.70%            7.45%             7.05%
- -----------------------------------------------------------------------------
   September 1995    7.32%      7.93%            6.55%             6.00%
- -----------------------------------------------------------------------------
     April 1996      6.80%      7.47%            6.05%             5.36%
- -----------------------------------------------------------------------------
       Average       7.41%      8.03%            6.68%             6.14%
- -----------------------------------------------------------------------------

Based on the stability of the revenues and potential marketability of the
subject as discussed previously, the discount rate could be reflected as
follows:

      "Risk Free" Capital Market Return Rate:               8.00% +/-
      Real Estate Risk and Illiquidity Premium:             4.00% +/-
      Hotel-Going Concern Risk based premium:               1.50% +/-
                                                            ---------

      Total Return Expectation-Going Concern Hotels:       13.50% +/-

Based on the National Investor Surveys, the capital market risk based premium
rationale, and the specific characteristics of the subject property previously
enumerated we conclude the appropriate yield rate (IRR) to be utilized in the 10
year DCF is 13.50%.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            99
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

INCOME APPROACH (Continued)
Yield Capitalization / Discounted Cash Flow Analysis

Net Reversionary Value

The last component we must consider in the long term discounted DCF analysis is
the net reversionary interest in the property. The yield analysis explicitly
assumes full capital recovery at the end of the holding period, which is another
way of saying the sale or disposition of the property. Calculating a net
reversionary value is accomplished through a simple direct capitalization
technique utilizing the projected Year 11 NOI, and an appropriate terminal
capitalization rate. From the direct capitalization value indication we deduct
estimated selling costs, which will include brokers commissions, title costs,
legal costs and escrow fees. This net reversionary value is included in the Year
10 cash flow projections and is identified as the NOI + Reversion in the 10 Year
DCF spreadsheet on the following page.

Discounting the projected operational cash flows plus net reversionary value in
Year 10, by the appropriate yield rate produces an indication of Net Present
Value (NPV) in the amount of:

                                  $4,747,874
                                  ==========

Correlation of Value Indications

The discounted cash flow schedule is located on the following page which
contains the income, expenses, discounting, reversion and direct capitalization.
We have given both indication equal weight overall. The indicated values and
conclusion of value, of the Fee Simple estate, via the Income Approach are
summarized below:

           Direct Capitalization - Fiscal 1997 Income -  $4,299,655

                Discounted Cash Flow Analysis   -   $4,747,874

                               Rounded $4,550,000
                                       ==========


- ----------------------------------
James Ratkovich & Associates, Inc.                                           100
<PAGE>

                                                       SHIL0 INN

# of Rooms                             160             3200 Temple Avenue
Growth Rate:                           3.0%            Pomona CA

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
                                            % Total        1            2           3           4            5            6      
Fiscal Year (12/1 TO 11/30)                  Revenue      1997         1998        1999        2000         2001         2002    
=================================================================================================================================
<S>                                           <C>     <C>          <C>            <C>        <C>          <C>          <C>       
Room Nights Available                                     58,400       58,400       58,400       58,400       58,400       58,400
Number of Occupied Rooms                                  25,112       26,864       26,864       26,864       26,864       26,864
Occupancy Rate                                             43.00%       46.00%       46.00%       46.00%       46.00%       46.00%
Average Room Rate                                         $62.00       $63.86       $65.78       $67.75       $69.78       $71.87
- ---------------------------------------------------------------------------------------------------------------------------------

REVENUES
 Room Rentals                                 88.36%  $1,556,944   $1,715,535   $1,767,001   $1,820,011   $1,874,611   $1,930.850
 Telephone                                     3.00%      46,708       51,466       53,010       54,600       56,238       57,925
 Restaurant Revenue                            3.69%      65,000       66,950       68,959       71,027       73,158       75,353
 Other Income                                  6.00%      93,417      102,932      106,020      109,201      112,477      115,851
                                             ------------------------------------------------------------------------------------
Total Revenue                                 100.0%  $1,762,069   $1,936,883   $1,994,990   $2,054,839   $2,116,485   $2,179,979

EXPENSES
 Departmental Expenses
 Rooms ($/room/year)                          $3,000     480,000      494,400      509,232      524,509      540,244      556,452
 Telephone (% of Departmental Income)           65.0%     30,360       33,453       34,457       35,490       36,555       37,652
                                             ------------------------------------------------------------------------------------
Total Departmental Expenses                     29.0%   $510,360     $527,853     $543,689     $559,999     $576,799     $594,103

Undistributed Operating Expenses
 Administrative & General                       9.0%     158,586      163,344      168,244      173,291      178,490      183,845
 Management                                     5.0%      88,103       96,844       99,749      102,742      105,824      108,999
 Furniture, Fixtures & Equipment
   Reserves                                     3.0%      52,862       58,106       59,850       61,645       63,495       65,399
 Franchise & Marketing                          8.0%     140,966      154,951      159,599      164,397      169,319      174,398
 Utilities                                      6.5%     114,534      125,897      129,674      133,565      137,571      141,699
 Property Operations & Maintenance              6.0%     105,724      116,213      119,699      123,290      126,989      130,799
 Miscellaneous                                  1.0%      17,621       19,369       19,950       20,548       21,165       21,800
                                             ------------------------------------------------------------------------------------
Total Undistributed Expenses                   38.5%    $678,397     $734,724     $756,766     $779,469     $802,853     $826,939

Total Expenses Before
   Fixed Charges                               67.5%  $1,188,757   $1,262,577   $1,300,455   $1,339,468   $1,379,652   $1,421,042
Income Before Fixed Charges                    32.5%    $573,312     $674,306     $694,535     $715,371     $736,832     $758,937

Fixed Charges
 Property Tax & License                         3.6%      63,700       65,611       67,579       69,607       71,695       73,846
 Insurance                                      1.3%      22,907       23,594       24,302       25,031       25,782       26,555
 Buildings Reserve for Replacement              2.0%      35,241       36,299       37,388       38,509       39,664       40,854
                                             ------------------------------------------------------------------------------------
Total Fixed Charges                             6.9%    $121,848     $125,504     $129,269     $133,147     $137,141     $141,256

NET OPERATING INCOME                           25.6%    $451,464     $548,902     $565,266     $582,224     $599,691     $617,682
Present Value of Income Stream                           397,765      426,014      386,603      350,838      318,382      288,928
 Discounted at                                13.50%
Total Present Value of Income Stream                               $3,080,557

REVERSION ANALYSIS
 Eleventh Year Income                                   $716,062
 Reversion Capitalized @                                  11.50%
 Reversion                                            $6,226,630                                  
 Less Sales Expense                                         5.0%                                  
 Net Reversion                                         5,915,298                                  
 Discount rate                                            13.50%                                  
 Present Value of Reversion                                        $1,667,316                     
                                                                   ----------                     
 TOTAL PRESENT VALUE                                               $4,747,874                     
 Concluded Value via Income Approach                               $4,500,000     $28,125 /Room
                                                                   ==========

<CAPTION>
- -----------------------------------------------------------------------------------------------------------
                                                7            8            9            10          11
Fiscal Year (12/1 TO 11/30)                    2003         2004         2005         2006        2007
===========================================================================================================
<S>                                          <C>          <C>          <C>          <C>          <C>       
Room Nights Available                            58,400       58,400       58,400       58,400       58,400
Number of Occupied Rooms                         26,864       26,864       26,864       26,964       26,364
Occupancy Rate                                    46.00%       46.00%       46.00%       46.00%       46.00%
Average Room Rate                                $74.03       $76.25       $78.54       $80.90       $83.32
- -----------------------------------------------------------------------------------------------------------

REVENUES
 Room Rentals                                $1,988,775   $2,048,439   $2,109,892   $2,173,188   $2,238,384
 Telephone                                       59,663       61,453       63,297       65,196       67,152
 Restaurant Revenue                              77,613       79,942       82,340       84,810       87,355
 Other Income                                   119,327      122,906      126,594      130,391      134,303
                                            ---------------------------------------------------------------
Total Revenue                                $2,245,378   $2,312,740   $2,382,122   $2,453,586   $2,527,193

EXPENSES
 Departmental Expenses
 Rooms ($/room/year)                            573,145      590,339      608,050      626,291      645,080
 Telephone (% of Departmental Income)            38,781       39,945       41,143       42,377       43,648
                                            ---------------------------------------------------------------
Total Departmental Expenses                    $611,926     $630,294     $649,193     $668,668     $688,728

Undistributed Operating Expenses
 Administrative & General                       189,360      195,041      200,892      206,919      213,127
 Management                                     112,269      115,637      119,106      122,679      126,360
 Furniture, Fixtures & Equipment
   Reserves                                      67,361       69,382       71,464       73,609       75,916
 Franchise & Marketing                          179,630      185,019      190,570      196,287      202,175
 Utilities                                      145,950      150,328      154,938      159,483      164,268
 Property Operations & Maintenance              134,723      138,764      142,927      147,215      151,632
 Miscellaneous                                   22,454       23,127       23,821       24,536       25,272
                                            ---------------------------------------------------------------
Total Undistributed Expenses                   $851,747     $877,299     $903,618     $930,727     $958,649

Total Expenses Before
   Fixed Charges                             $1,463,673   $1,507,583   $1,552,911   $1,599,395   $1,647,377
Income Before Fixed Charges                    $781,705     $805,157     $829,311     $854,191     $879,816

Fixed Charges
 Property Tax & License                          76,061       78,343       80,693       83,114       85,607
 Insurance                                       27,352       28,173       29,018       29,888       30,785
 Buildings Reserve for Replacement               42,080       43,342       44,643       45,982       47,361
                                            ---------------------------------------------------------------
Total Fixed Charges                            $145,493     $149,858     $154,354     $158,984     $163,754

NET OPERATING INCOME                           $636,212     $655,299     $674,957     $695,206     $716,062
Present Value of Income Stream                  262,199      237,943      215,930      195,954
 Discounted at                              
Total Present Value of Income Stream        

REVERSION ANALYSIS
 Eleventh Year Income                       
 Reversion Capitalized @                    
 Reversion                                  
 Less Sales Expense                         
 Net Reversion                              
 Discount rate                              
 Present Value of Reversion                 
                                            
 TOTAL PRESENT VALUE                        
 Concluded Value via Income Approach        
                                            
</TABLE>

       DIRECT CAPITALIZATION   
- -------------------------------------
Net Operating Income         $451,464
   (1997)
Overall Rate                   10.50%
                           ----------
Indicated Value            $4,299,655


                                                                             101
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

                          RECONCILIATION AND CONCLUSION

            Cost Approach                       $6,400,000
            Market Approach                     $4,850,000
            Income Approach                     $4,550,000

The approaches have various degrees of applicability depending on the
circumstances. The Cost Approach is usually relied upon when the improvements
are new, or nearly new and are fully utilized for their designed intent. The
Income Approach indicates the amount at which a prudent investor would pay for
the property. The Direct Comparison Approach reflects actual prices paid for
similar properties reduced to a unit of comparison.

The variance between the approaches does not invalidate any of them and is
expected since each approach reflects the differing attitudes and motivations of
the various sectors of the real estate market.

In this analysis, the Cost Approach is given the least weight due to its
limitations in being able to accurately reflect current market conditions, and
going concern elements of value. These conditions are directly related to the
income generating ability of the subject, which is best analyzed within the
Income Approach. The Cost Approach may therefore represent the least reliable
data source, and the method least likely to be referenced by the typical
investor. However, it would be of interest to anyone exploring the feasibility
of developing new facilities. Here their principal concern is whether functional
properties can be acquired for less than their current replacement cost. If the
answer were "yes", the decision to acquire rather than build should result.

The Sales Comparison Approach is based upon the principle of substitution. It is
based on the premise that an informed investor will pay no more than the cost to
acquire a similar, competitive property with the same utility as the subject. In
this analysis, numerous sales of comparable properties were surveyed and
analyzed and adjusted to compare to the subject. The strength of this approach
is that it is the purest reflection of market intentions with regard to the
subject. It's weakness is that it is the most difficult of all approaches to
verify and quantify since appraisers rarely have access to complete financial
and transactional records for sale comparables. Properly allocating value to
real estate, FF&E and other business components and verifying the actual and
projected operating revenues and expenses are several of the challenges
appraisers face. Developing market supported quantitative and qualitative
adjustment factors is also extremely problematic. Therefore, individual
interpretations of reported sale data can be somewhat varied which tends to make
value indications developed through this approach highly subjective. While data
reliability can be rather poor in some instances, this approach is generally
utilized by market participants for developing reasonable bracketing of value
and key benchmark ratios which are utilized in the primary valuation approach,
The Income Approach.


- ----------------------------------
James Ratkovich & Associates, Inc.                                           102
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

RECONCILIATION AND CONCLUSIONS (Continued)

The Income Approach is the primary approach utilized in estimating the value of
the subject. It has the benefit of generally being the most reliable approach,
since operating projections are developed from the detailed records of the
owners. It also is the approach given the most weight by knowledgeable market.

Participants who base the bulk of their investment decision making on projected
return analyses. Value estimates are developed through detailed economic data
including occupancy levels and ADR's through application of direct
capitalization rates and discount rates. Numerous well respected consultants and
industry leaders perform research and publish data which aids the appraiser in
formulating opinions of value. Clearly, the Income Approach is the most reliable
and verifiable of the three approaches and is also the de facto standard
utilized by all knowledgeable market participants. Therefore, the value
conclusions presented herein place the greatest weight on the indications of
value developed through the Income Approach.

Based on the foregoing analysis, the opinion has been formed by the appraisers
that the market value of the subject hotel property, as a going concern with all
furniture fixtures and equipment, subject to the limiting conditions included in
this report, as of December 1, 1996, of the Fee Simple Estate, As Is, was:

                                  $4,550,000
                                  ==========

                      (Including Value of FF&E - $400,000)


- ----------------------------------
James Ratkovich & Associates, Inc.                                           103
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

                                  CERTIFICATION

The undersigned appraisers hereby certify that, to the best of their knowledge
and belief:

The statements of fact contained in this report are true and correct.

The reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions, and are our personal, unbiased
professional analyses, opinions, and conclusions.

We have no present or prospective interest in the property that is the subject
of this report, and have no personal interest or bias with respect to the
parties involved.

Our compensation is not contingent on an action or event resulting from the
analyses, opinions, or conclusions in, or the use of, this report.

Our analyses, opinions, and conclusions were developed, and this report has been
prepared, in conformity with the Uniform Standards of Professional Appraisal
Practice.

Mr. M. Hammad made a personal  inspection  of the  property  that is the
subject of this report.

No one other than the undersigned materially participated in the preparation of
this appraisal.

The reported analyses, opinions and conclusions were developed, and this report
has been prepared, in conformity with the requirements of the Code of
Professional Practice of the Appraisal Institute.

The use of this report is subject to the requirements of the Appraisal Institute
relating to review by its duly authorized representatives.

This appraisal assignment was not based on a requested minimum value, a specific
value or the approval of a loan.

As of the date of this report, M. Hammad has completed the requirements of the
continuing education program of the Appraisal Institute.


/s/ [Illegible]
M. Hammad, MAI
Certified General Appraiser
CA No. AG002849


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James Ratkovich & Associates, Inc.                                           104
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

                           STATEMENT OF QUALIFICATIONS
                                  M HAMMAD, MAI
PROFESSIONAL AFFILIATIONS
   MAI, Member Appraisal Institute #10,868
   GAA, General Accredited Appraiser, National Association of Realtors
   Member San Fernando Valley Board of Realtors

EXPERT WITNESS
Qualified as expert witness before Los Angeles County and Orange County Superior
Courts and US Federal Bankruptcy Court and American Arbitration Association.

EDUCATION
University of California, Los Angeles (UCLA)
BA in Economics - 1977

LICENSES
   Certified General Appraiser, California
   #AG002849, Expires 2/1/97
   Real Estate Broker, State of California

PROFESSIONAL HISTORY

HAMMAD & ASSOCIATES, INC. Studio City, CA                  1988 to Present
President
   Principal of real estate appraisal and consulting firm in commercial,
   industrial and income producing residential properties.

MARSHALL & STEVENS, Los Angeles, CA                         1986 to 1988
Director of Real Estate Valuation
   Manager and director of real estate appraisal group specializing in the
   appraisal of commercial and industrial real estate for large investors,
   corporations and major financial institutions.

WELLS FARGO REALTY ADVISORS, Marina Del Rey, CA             1985 to 1986
Assistant Vice President
   Appraisal officer specializing in appraisal of major properties for portfolio
   analysis, proposed joint venture developments and financing.

LAVENTHOL & HORWATH, Los Angeles, CA                        1984 to 1985
Associate Appraiser
   Assisted the National Director of Valuations in developing a new appraisal
   practice that specialized in hotel and motel valuation, mixed use and
   commercial real estate appraisal and feasibility analysis.


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James Ratkovich & Associates, Inc.                                           105
<PAGE>

3200 Temple Avenue, Pomona, CA
- ------------------------------

                                     ADDENDA


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James Ratkovich & Associates, Inc.                                           106
<PAGE>

                                LEGAL DESCRIPTION

                               SHILO INN - POMONA

4.    THE LAND REFERRED TO IN THIS POLICY IS SITUATED IN THE COUNTY OF LOS
      ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

      PARCEL A:

      PARCEL 5, AS SHOWN ON PARCEL MAP NO. 6172, IN THE CITY OF POMONA, AS PER
      MAP FILED IN BOOK 69, PACES 11 TO 14 INCLUSIVE OF PARCEL MAPS, IN THE
      OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

      PARCEL B:

      A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER THAT PORTION OF
      PARCEL 7, PARCEL MAP NO. 6172, LYING NORTHERLY OF TEMPLE AVENUE AND
      SOUTHERLY OF A LINE PARALLEL WITH AND ONE HUNDRED FEET DISTANT THEREFROM,
      EXCEPT THE SOUTHERLY THIRTY-SIX FEET OF THE WESTERLY TWENTY FEET THEREOF.
<PAGE>

                                RESTAURANT LEASE

                          SHILO INN, DIAMOND BAR/POMONA

               SHILO: Shilo Management Corporation, dba Shilo Inns

         TENANT: LAD Restaurant, Incorporated, a California Corporation

                                    RECITALS

A. Shilo manages the Shilo Inn, Diamond Bar/Pomona, located at 3200 Temple
Street, Pomona, California (the "Hotel").

B. Tenant desires to lease the restaurant, lounge and meeting and banquet rooms
located in the restaurant building (the "Premises") from Shilo. (The Premises
are also sometimes referred to herein as the "Restaurant." The entire Hotel and
Restaurant complex is sometimes referred to herein as the "Hotel/Restaurant.")

C. Tenant is presently the lessee of the Premises as assignee of lease (the
"Prior Lease") dated August 20, 1992, between Shilo, as lessor, and Roger
Ciceron and Suzanne Ciceron, husband & wife, as lessees ("Ciceron"). The Prior
Lease was assigned from Ciceron to Tenant by an assignment (the "Assignment")
dated July 30, 1993, between Shilo, Tenant, and Ciceron. The Assignment also
contained amendments to the Prior Lease.

D. Ciceron remained as a sub-tenant of Tenant and operated the lounge. All of
Ciceron's right, title and interest in the Prior Lease and the Premises has now
been terminated. Shilo and Tenant desire to enter into this new lease to replace
the Prior Lease.

THE PARTIES AGREE AS FOLLOWS:

1. Shilo leases the Premises to Tenant, and Tenant leases the Premises from
Shilo, on the terms and conditions contained in this Lease. This Lease replaces
and supersedes the Prior Lease and the Assignment. This Lease is effective July
1, 1994.

2. The term of the Lease shall be thirteen (13) years and two (2) months
commencing July 1, 1994, and ending August 31, 2007.

3. The monthly rent shall consist of a basic dollar amount (the "Base Rent"), or
a percentage of sales (the "Percentage Rent") whichever is greater. The
Percentage Rent shall be based upon Gross Sales as defined in paragraph 3.5
below.

      3.1   The monthly rent shall be as follows:

            3.1.1 [deleted]


Page 1. Restaurant Lease (Diamond Bar/Pomona)
<PAGE>

            3.1.2 From July 1, 1994, through August 31, 1995: $6,000 per month
Base Rent, or Percentage Rent of 5.5% of Gross Sales, whichever is greater.

            However, for the period from July 1, 1994, through January 31, 1995,
            Base Rent shall be $3,600 per month, and Percentage Rent shall be
            5.5% of Gross Sales on all items except alcoholic beverages, and
            soft drinks.

            3.1.3 From September 1, 1995, through August 31, 1998: $7,000 per
month Base Rent, or Percentage Rent of 6.5% of Gross Sales, whichever is
greater.

            3.1.4 From September 1, 1998, through August 31, 2007: $8,000 per
month Base Rent, or Percentage Rent of 7.5% of Gross Sales, whichever is
greater.

            3.2 In addition to the Base Rent and Percentage Rent provided for
herein, Tenant shall pay, as additional rent, the following items:

            3.2.1 One hundred percent (100%) of the bill for water and sewer,
gas, electricity, and any other utilities for the Premises (all such utilities
are metered separately from the Hotel). With respect to those utilities for
which there is potential liability to Shilo, or a potential for a lien upon the
Hotel/Restaurant if not paid (such as, for example, sewer and water), the bill
will be paid by Shilo, and Tenant will reimburse Shilo as part of the Rent
Statement as described in paragraph 3.4 below.

            3.2.2 One hundred percent (100%) of the garbage bill for the
Premises (Tenant shall arrange for Tenant's own garbage service). Tenant shall
arrange for a separate billing, if possible, for Tenant's garbage service.

            3.2.3 One hundred percent (100%) of the telephone bill for the
Restaurant and Lounge. (Tenant shall obtain telephone numbers separate from the
Hotel for Tenant's restaurant and catering operations.)

            3.2.4 Twenty-five percent (25%) of the total costs of a maintenance
employee (which employee shall be employed by the Hotel). Total costs shall
include, but not be limited to, the employee's wages, employer taxes, employer
paid unemployment and workmen compensation insurance costs, medical insurance
and fringe benefits (if any). Tenant's share shall be collected monthly, in
advance, as part of the monthly Rent Statement.

            3.2.5 Twenty-five percent (25%) of the total costs (calculated in
the same manner as the maintenance employee) for a


Page 2. Restaurant Lease (Diamond Bar/Pomona)
<PAGE>

security guard.. Tenant's share shall be collected monthly, in advance, as part
of the monthly Rent Statement. Tenant shall not be required to participate in
the cost of Shilo's security employees if Tenant hires its own security
employee(s). The terms of paragraph 6.12 shall apply to the security guard.

            3.2.6 Twenty-five percent (25%) of the real property taxes for the
entire Hotel/Restaurant. Tenant's share shall be estimated annually by Shilo,
and one-twelfth (1/12th) thereof shall be collected monthly, in advance, as part
of the monthly Rent Statement. Upon receipt of the real property tax statement
for each year, any additional sum owing by Tenant for its share shall be billed
to Tenant by Shilo and promptly paid by Tenant; and the monthly tax reserve
payment shall be adjusted as needed. If the amount collected from Tenant on
account of taxes are in excess of Tenant's share of the taxes, the excess amount
shall be credited to Tenant. Tenant shall be responsible for any increase in the
amount of the real property taxes required by law, except that Tenant shall not
be required to pay any increase in the real property taxes caused by a sale of
the Hotel/Restaurant.

            3.2.7 One hundred percent (100%) of the personal property tax on the
personal property used in the operation of the leased Premises, including, but
not limited to, all of the personal property owned by Shilo but used by Tenant
under this Lease ("Shilo's Restaurant Equipment") (see paragraph 14).
One-twelfth (1/12th) of the estimated amount of such taxes shall be collected
monthly, in advance, as part of the Rent Statement, and the amount of the
reserve shall be adjusted annually in the same manner as described in
subparagraph 3.2.6.

            3.2.8 Twenty-five percent (25%) of the fire and casualty insurance
premium for the entire Hotel/Restaurant, and twenty-five percent (25%) of the
portion of the premium for Shilo's umbrella liability insurance allocated to the
Hotel/Restaurant, and twenty-five percent (25%) of the portion of Shilo's
insurance agent's fee allocated to the Hotel/Restaurant. The amount of the
premium and fees allocated to the Hotel/Restaurant shall be as determined by
Shilo's insurance agent and reflected on Shilo's master policy and/or premium
notice. Tenant's share of the insurance shall be determined by Shilo annually,
and one-twelfth (1/12th) thereof shall be collected monthly, in advance, as part
of the Rent Statement. Adjustments to the insurance reserve shall be made
annually in the same manner as the tax reserve.

            3.2.9 One hundred percent (100%) of the reserve (the "Replacement
Reserve") for Shilo's Restaurant Equipment. The Replacement Reserve shall be one
percent (1.0%) of Tenant's Gross Sales, calculated monthly, and shall be
collected in arrears as part of the Rent Statement. The Replacement Reserve
shall be administered as set forth in paragraph 14.2 below.


Page 3. Restaurant Lease (Diamond Bar/Pomona)
<PAGE>

      3.3 Base Rent for each other month during the term of this Lease, together
with Tenant's share of taxes, insurance, and the maintenance employee's and
security guard's salaries for such month shall be paid not later than the fifth
(5th) day of the month. Any additional sums owing for Percentage Rent,
Replacement Reserves, and utilities paid by Shilo, with respect to each month
shall be paid not later than the fifth (5th) day of the next month. At the end
of the Lease, Tenant's Percentage Rent, and additional rent for utilities, if
any, for the final month of the Lease (for which a reasonable estimate shall be
made) shall be paid not later than the end of the Lease term.

      3.4 Tenant shall complete and deliver to Shilo a form (the Rent Statement)
showing the various categories of Gross Sales, as specified by Shilo, for the
prior month. The Rent Statement shall be in such format as Shilo shall from time
to time specify. Each monthly Rent Statement shall also show the Base Rent for
the then current month, Tenant's payment for the current month for taxes and
insurance, Tenant's share of the cost of the maintenance employee and security
guard, Tenant's cost for the prior month for any utilities for which Shilo is
entitled to reimbursement, any sum owing for the prior month for Percentage
Rent, the amount owing for Replacement Reserve, the amount collected by the
Hotel for room service, the collection fee charged by Shilo for the room
charges, and any other items which Tenant is to pay monthly under this Lease,
and such additional items as Shilo and Tenant may hereafter agree to include on
such Rent Statement. Shilo and Tenant shall cooperate with each other to obtain
the information necessary to complete the Rent Statement. The net amount of
Rent, if any, owing by Tenant to Shilo shall be paid, together with the delivery
of a properly completed Rent Statement, not later than the fifth (5th) of each
month. Rent shall be delinquent if not paid by Tenant and received by Shilo by
the tenth (10th) day of each month. Shilo shall have the right to issue its late
payment notice (as provided in paragraph 24) at any time after the tenth (10th)
day of the month. If the net amount of Rent is not paid and actually received by
Shilo by the tenth (10th) day of the month, a late payment penalty of One
Hundred Twenty-Five Dollars ($125.00) per day shall be assessed, beginning with
the eleventh (11th) day, for every day late after the tenth (10th); and, in
addition, the amount past due shall bear interest at the rate of one and
one-half percent (1.5%) per month until paid. The late payment penalty and
interest shall be in addition to all other remedies to which Shilo is entitled
under this Lease. If any sum is owing to Tenant by Shilo under the Rent
Statement, net of any other sums owing to Shilo by Tenant, the amount owing
shall be paid to Tenant by Shilo not later than ten (10) days after receipt of a
properly completed Rent Statement.

      3.5 The term "Gross Sales" shall include the total of all receipts from
the sales of food, alcoholic and non-alcoholic beverages sold by the Tenant in,
on or from the leased Premises


Page 4. Restaurant Lease (Diamond Bar/Pomona)
<PAGE>

during the term of this Lease but after deducting therefrom all bona fide
credits, allowances, refunds, and charges. Proceeds from vending machines,
coin-operated devices, including, without limiting the generality of the
foregoing, telephone pay stations, musical devices, amusement devices and the
like, shall also be included in Gross Sales. Gross Sales shall also include all
off-premises catering or similar services done from the Premises. Gross Sales
shall also include any proceeds from meeting room rentals, audio-visual
sales/rental, sales/rental of decorations, charges for entertainment, and all
other revenue charged for any goods or services performed in or from the leased
Premises. Gross Sales shall not include complimentary drinks or meals,
uncollectible charges and bad debts, use tax, sales tax, and other taxes levied
by appropriate state, municipal, county, federal and any other governmental
bodies and subdivisions thereof on sales of food, alcoholic or non-alcoholic
beverages and any other merchandise and/or services, whether paid by Tenant or
Tenant's customers.

      3.6 In addition to the monthly Rent Statements, Tenant shall provide to
Shilo, within thirty (30) days of the end of each year of the Lease (i.e., July
31) a certification of the Gross Receipts, by category received by Tenant during
the Lease year then ended. Tenant shall keep and preserve, during each year of
the Lease, full and complete records of all gross receipts and sales. Shilo
shall have the right, not more than six (6) months and thirty (30) days
following the close of the Lease year, to examine and audit the Tenant's
records, but only for the purpose of ascertaining the amount of Gross Sales.
Shilo reserves the right to do surprise audits without prior notice at any time
during regular business hours, but such surprise audits shall not occur more
than twice in any calendar year unless the audit discloses an understatement of
Gross Sales of one percent (1%) or more. All audits shall include the right to
inspect the books applicable to the Premises maintained at Tenant's home office,
if any. Any such audit or examination by Shilo shall be at Shilo's sole expense,
except in the event that the audit discloses an understatement of one percent
(1%) or more in Gross Sales reported by Tenant to Shilo in which case the audit
will be paid for by Tenant.

4. Tenant shall provide room service to Hotel guests from 6:30 a.m. to 10:00
p.m. daily. Tenant shall supply printed room service menus for each guest room.
Room service food and beverage orders shall be served using standard flatware,
glassware, and silverware. Room service food trays and dishes shall be collected
by Tenant's staff on a preset schedule of a minimum of at least four (4) times
daily. Tenant shall allow Hotel guests, with proper and approved credit, to
charge lounge and restaurant charges, and room service, to the guest's Hotel
lodging bill. Room service and restaurant and lounge charges by Hotel patrons
shall be on a monthly accounts receivable basis, subject to a three percent (3%)
bookkeeping, accounting and handling charge to Tenant and credited to Shilo, all


Page 5. Restaurant Lease (Diamond Bar/Pomona)
<PAGE>

of which shall be reconciled as part of the monthly Rent Statement. Shilo shall
make available, upon reasonable request by Tenant, all records in Shilo's
possession of such patrons' account for the purpose of verification of such
charges. Shilo shall in no manner be responsible for default by its Hotel
guests' payment of restaurant or lounge or room service charges. If Shilo
negligently fails to collect Restaurant charges from a Hotel guest when the
proper information was timely delivered to the appropriate staff member of the
Hotel, the Hotel shall be responsible for the failure to collect such charges.
It is recognized that any liquor, either bottled or by the drink, that leaves
the restaurant Premises unconsumed, is done so as per the restaurant's state
liquor license. Shilo grants permission to authorized personnel of the Tenant to
full access to the Hotel property for such service.

5. The leased Premises shall be open for business three hundred sixty-five (365)
days a year. Tenant shall serve full service liquor (including spirits, wine and
beer) and provide a full service menu including breakfast, lunch and dinner. For
the restaurant, the hours shall be 6:00 a.m. to 10 p.m. For the lounge, the
hours shall be 11 a.m. to 1 a.m. Monday through Thursdays, 11 a.m. to 2 a.m.
Fridays and Saturdays, and 1 p.m. to 9 p.m., Sundays. Tenant may encourage
diners to eat in the lounge rather than the restaurant between 2 p.m. and 5 p.m.
Monday through Saturday, but will serve in the restaurant during those hours if
a customer insists; however, room service shall be available during such times.
Tenant shall not be responsible for closures caused by strikes, lockouts, rules
of the State of California or causes beyond the reasonable control of Tenant.
Any change in the restaurant or bar hours must be approved in writing by Shilo.

6. Tenant shall keep and perform all of the following covenants:

      6.1 Tenant shall use the leased Premises, and the whole part thereof, only
as a cocktail lounge and restaurant with meeting and banquet facilities, to
compliment the Hotel as a full service facility.

            6.1.1 Additional uses, even if frequently associated with a
restaurant (such as, for example, legalized gambling) shall not be permitted
without Shilo's written consent, which consent may be withheld solely in Shilo's
discretion, or granted on such terms as Shilo may require.

            6.1.2 Tenant shall use its utmost good faith and best efforts to
ensure that the Premises maintain a reputation as a quality operation suitable
for family dining. Tenant shall not tolerate or allow the Premises to become
known as a place frequented by persons or groups who are known or believed to be
criminals and/or offensive or threatening to most patrons (such as, by way of
example and not by way of limitation, a "biker hangout," or an establishment
where illegal drugs are frequently sold).


Page 6. Restaurant Lease (Diamond Bar/Pomona)
<PAGE>

Entertainment which has a predominant sexual and/or violent content (such as,
for example, wet tee shirt contests, strip shows, nude or scantily clad dancers
- - of either gender - R or X rated films, boxing or mud wrestling - either gender
- -) shall not be permitted. Loud music, live or recorded, shall not be allowed
which disturbs Hotel guests during usual hours of sleep; Tenant and Shilo agree
to work together to minimize causing disturbance to guests while still allowing
restaurant and lounge patrons and parties in the meeting and convention
facilities to enjoy reasonable entertainment. Shilo reserves the right to
require the Tenant to change live or recorded entertainment, or other
on-Premises promotional activities, which Shilo, in good faith, determines to be
incompatible with the Hotel's overall operation and/or the public image which
Shilo desires to promote. However, nothing herein shall be construed to require
Tenant to commit or tolerate any unlawful discrimination.

            6.1.3 Tenant shall be responsible for internal security in the
leased Premises. The security guard(s) employed by the Hotel is primarily for
the overall security of the entire Hotel Complex. Any additional security in the
Restaurant (such as, for example, a "bouncer") shall be Tenant's responsibility.

      6.2 Tenant shall obtain and pay for any and all permits and licenses
required by city, county, or state agencies and shall comply with and abide by
all rules and regulations of any regulatory body having jurisdiction.

      6.3 Tenant shall staff the lounge and restaurant at all times with
sufficient number of adequately trained and supervised personnel so as to be
capable of providing the service called for herein in a prompt, courteous and
businesslike manner, especially in keeping with Shilo's mottos of Affordable
Excellence, and Friendliness and Cleanliness. Tenant acknowledges the need of
many of the Hotel patrons to obtain prompt service. Tenant's food quality and
menu shall be maintained to Shilo's high standards. Tenant's menu shall be
subject to Shilo's approval, which shall not be unreasonably withheld; any
material changes to Tenant's menu, once approved, shall also be subject to
Shilo's written approval, which shall not be unreasonably withheld.

      6.4 Tenant acknowledges that the physical location of the leased Premises
on the Hotel/Restaurant complex causes Hotel patrons to identify the Hotel,
lounge and restaurant as one. Tenant acknowledges that poor beverage or food
service, or unsanitary conditions (or conditions that may appear sloppy or
unsanitary) are detrimental to Shilo's Hotel business as well as Tenant's
restaurant and lounge. Tenant agrees to cooperate with Shilo to operate the
leased Premises for the mutual benefit of Shilo and Tenant. Tenant shall not
unreasonably refuse to comply with Shilo's suggestions or requests for changes
or improvements in service. Tenant shall maintain the interior and exterior of
the leased Premises in a clean and sanitary condition and shall


Page 7. Restaurant Lease (Diamond Bar/Pomona)
<PAGE>

maintain the highest restaurant and lounge sanitary rating given by the
governmental health authorities having jurisdiction. Tenant shall also cooperate
with the Hotel to attempt to achieve the highest possible rating under hotel and
motel guide books. Upon written notice from Shilo of Tenant's failure to
adequately maintain the leased Premises, Tenant shall be given thirty (30) days
to correct the deficiency in maintenance. If the deficiency is such that it
cannot reasonably be corrected within thirty (30) days, and provided that Tenant
has commenced such corrections in good faith, up to thirty (30) additional days
will be allowed for completion. Should Tenant fail to correct the deficiency
within this time, Shilo may elect to terminate Tenant's rights under this Lease,
but no such termination shall impair Shilo's remedies for breach of this Lease
as provided herein.

      6.5 Tenant shall, at all times during the term thereof, and at Tenant's
own cost and expense, maintain, keep in effect, furnish and deliver to Shilo,
restaurant operator's liability insurance policies in form and with an insurer
satisfactory to Shilo, insuring Shilo, Tenant, and Mark S. Hemstreet personally,
against all liability for damages to person or property in or about the leased
Premises; the amount of such liability insurance shall not be less than TWO
MILLION DOLLARS ($2,000,000.00) arising out of any one accident and not less
than FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) for property damage. The policy
shall provide that coverage may not be cancelled without at least thirty (30)
days written notice to Shilo. Tenant shall purchase and maintain business
interruption insurance for fire and other casualties, and/or from shutdowns or
curtailments in operations caused by food poisoning (or rumors thereof) (such
as, for example, e-coli or hepatitis problems). Tenant shall provide Shilo with
a certificate of insurance evidencing such coverages.

      6.6 Tenant shall indemnify and hold Shilo harmless from the negligence of
the Tenant, its officers, agents, invitees and/or employees, as well as those
arising from Tenant's failure to comply with any covenant of this Lease on its
part to be performed, and shall, at Tenant's sole cost and expense, defend Shilo
against any and all suits or actions arising out of such negligence and
discharge any judgment which may be awarded against Shilo in any such suit or
action.

      6.7 Tenant's indemnification obligations to Shilo under this Lease shall
extend to damage resulting from risks insurable by so-called "dram shop" or
liquor liability insurance. The public liability insurance required of Tenant
under this Lease shall include dram shop liability insurance.

      6.8 Tenant shall keep the leased Premises free from all waste or
accumulation of debris, and free from any and all unnecessary fire hazards.
Tenant shall cooperate with Shilo on all safety programs and fire and casualty
hazard reduction efforts, and shall


Page 8. Restaurant Lease (Diamond Bar/Pomona)
<PAGE>

comply with the recommendations of Shilo's casualty insurance carrier applicable
to the leased Premises. Tenant shall comply with all applicable state and
federal laws, rules and regulations and shall cooperate with Shilo in joint
efforts to comply with laws, rules, and regulations, such as (for example)
Hazardous Communications ("HAZCOM"), Control of Hazardous Energy
("LOCKOUT/TAG-OUT"), and BLOODBORNE PATHOGENS programs.

      6.9 Tenant shall not make any alternations in, or additions to, the leased
Premises, nor make any contract therefor, without first obtaining Shilo's
written consent. If Shilo approves any proposed changes or alterations, Tenant
shall obtain names and addresses of contractors, copies of proposed contracts,
and the necessary permits, all in form and substance satisfactory to Shilo, and
furnish indemnification against liens, costs, damages, and expenses, as may be
required by Shilo. All alternations, additions and improvements, other than
Tenant's trade fixtures, which may be made or installed by Tenant upon the
leased Premises, shall be the property of Shilo and shall remain upon and be
surrendered with the leased Premises as a part thereof, without disturbance or
injury at any termination of the term of this Lease, whether by the lapse of
time or otherwise, all without compensation or credit to Tenant; provided,
however, if prior to such termination, or within fifteen (15) days thereafter,
Shilo shall have the right to direct Tenant, by written notice to Tenant, to
remove the additions, improvements, fixtures and installations placed there by
Tenant, and which .are designated in such notice, and repair any damage
occasioned by such removals. If Tenant fails to repair such damage, Shilo may
effect such repairs and Tenant will pay to Shilo, on demand, the costs thereof
with interest at twelve percent (12%) per annum from the date of such removal by
Shilo.

      6.10 Tenant shall operate the leased Premises strictly in accordance with
all of the statutes pertaining thereto and all of the rules, regulations and
requirements of the city, county and state in which operation occurs. Any
violations thereof leading to suspension of Tenant's restaurant license and/or
liquor license for over fifteen (15) days shall be a breach of this Lease. No
drinking of alcoholic beverages shall be permitted on the Premises after closing
of the lounge, including, but not limited to, drinking by employees.

      6.11 Tenant shall not carry any stock of goods or do anything in or about
the leased Premises which will in any way impair or invalidate the obligation of
any policy of insurance on the leased Premises or the building in which the
leased Premises are situated. Tenant shall pay, upon demand, any increase in
insurance premiums from the business carried on in the leased Premises by
Tenant, whether or not Shilo has consented to the same. Tenant shall not create
or suffer to be created any condition which would be in violation of any of the
applicable state or federal laws regarding Hazardous materials.


Page 9. Restaurant Lease (Diamond Bar/Pomona)
<PAGE>

      6.12 Tenant shall have a security guard at least during all hours that
Shilo has a security guard; Shilo may increase or decrease the hours of patrol
for the guard as Shilo deems appropriate. If Tenant wishes to share Shilo's
security guard, Tenant shall pay twenty-five percent (25%) of the total cost of
such guard. If Tenant wishes to have Tenant's own guard, then Tenant shall pay
one hundred percent (100%) of Tenant's own guard and shall not be required to
pay any part of Shilo's guard. However, Tenant may not elect to pay none of the
cost of Shilo's guard and then have no guard for Tenant. If Tenant wishes to
have a guard on duty for more hours that Shilo, Tenant shall pay all of the cost
of the guard for the additional hours. In addition to providing security, the
guard may be used to pick up litter and do other tasks compatible with security
functions.

      6.13 Tenant shall not erect or install, on the exterior or interior of the
Premises, banners or electrical lighting displays (such as, for example,
Christmas, Halloween, or any other occasion) without Shilo's prior written
consent.

7. Shilo shall have no interest in, or responsibility for, operation of the
restaurant and lounge; except for the rent reserved, and Tenant shall save and
hold Shilo harmless from any and all claims whatsoever arising from Tenant's
operations of the leased Premises from the date of possession, and will pay all
costs of Shilo's defense, including attorneys' fees, should any claims be made
against Shilo by reason of Tenant's acts or omissions in the operation thereof.

8. The meeting and banquet rooms shall be used by Shilo and Tenant as follows:

      8.1 The meeting and banquet rooms (the "Restaurant Meeting Rooms") in the
Restaurant building are part of Tenant's leased Premises. Tenant shall be
responsible for the maintenance, repair and cleanliness of the Restaurant
Meeting Rooms. The meeting rooms in the Hotel building (the "Hotel Meeting
Rooms") are not part of Tenant's leased Premises. Shilo shall be responsible for
the maintenance, repair and cleanliness of the Hotel Meeting Rooms, except that,
if Tenant provides food service to a Hotel Meeting Room, Tenant shall promptly
clear its food service and clean the room at the conclusion of the meeting. All
charges for use of the Hotel Meeting Rooms are the property of the Hotel.

      8.2 Tenant understands and agrees that the Restaurant and lounge is
adjacent to the Hotel primarily as an amenity of the Hotel to encourage guest
room sales. Tenant further understands that a large portion of the guest room
sales of the Hotel comes from convention and other pre-booked business which
usually requires use of the Restaurant Meeting Rooms and food and beverage
service. Tenant agrees to provide food and beverage service to groups booked by
the Hotel for the Restaurant Meeting Rooms or the


Page 10. Restaurant Lease (Diamond Bar/Pomona)
<PAGE>

Hotel Meeting Rooms. Except as provided in 8.3 below, Tenant shall be
responsible for the set up and immediate clean up of all events in the
Restaurant Meeting Rooms regardless of who booked the event. All Restaurant
Meeting Rooms shall be cleared, cleaned up, and reset, as soon as possible after
an event so as to allow maximum use of the Restaurant Meeting Rooms for
presentation and marketing of additional bookings.

      8.3 All use charges for the Restaurant Meeting Rooms are the property of
Tenant and may be waived by Tenant. All charges for food and beverage service
provided by Tenant in any of the Restaurant Meeting Rooms or Hotel Meeting Rooms
are the property of Tenant. Tenant shall waive all use charges for the
Restaurant Meeting Rooms with respect to meetings and/or conventions booked by
Shilo and involving guest room sales. If no food or beverage sales are made to
the group by Tenant, Shilo shall be responsible for the set up and immediate
clean up of the Restaurant Meeting Rooms for meetings and/or conventions booked
by Shilo; Tenant agrees to provide the set up and clean up service to Shilo for
a reasonable fee where Shilo has booked the event and Tenant receives no food or
beverage sales. All income from all guest room sales are the property of Shilo,
regardless of the origination of the business.

      8.4 In the event Tenant books any event utilizing any of the Restaurant
Meeting Rooms more than ninety (90) days in advance, such event shall be subject
to cancellation by Shilo in the event the Hotel books an event requiring the use
of the same meeting room for the same date or dates, or some of the same dates,
involving room sales, but Shilo may not cancel a booking by Tenant once the
event date is within ninety (90) days of the then current date. Bookings of the
Restaurant Meeting Rooms made within ninety (90) days of the scheduled event by
Shilo or Tenant shall be on a first-come, first-served basis. Shilo's room
sales staff at the Hotel, and Tenant's catering sales staff shall work together
in good faith to minimize conflicts and cancellations and promote mutual
business for both the Hotel and the Restaurant and lounge from the use of all of
the Meeting Rooms.

      8.5 Tenant shall honor all booking commitments made by Shilo or the under
the Prior Lease made prior to the date of this Lease, but Tenant shall receive
all prepaid deposits paid with respect to such bookings.

9. This Lease agreement is contingent upon Tenant acquiring a liquor license to
operate the restaurant and lounge. Tenant shall at all times keep the liquor
license in full force and effect and in full compliance. Tenant's loss of the
liquor license for a period greater than fifteen (15) days shall be a default
under this Lease.


Page 11. Restaurant Lease (Diamond Bar/Pomona)
<PAGE>

10. Shilo covenants to Tenant as follows:

      10.1 As long as Tenant is not in default under this Lease, Shilo warrants
to the Tenant the peaceful possession of the leased Premises during the term of
this Lease.

      10.2 Shilo shall indemnify and hold Tenant harmless from the sole
negligence of Shilo, its officers, agents, invitees and/or employees, as well as
those arising from Shilo's failure to comply with any covenant of this Lease on
Shilo's part to be performed, and shall, at its own cost and expense, defend
Tenant against any and all suits or actions arising out of such negligence and
discharge any judgment which may be awarded against Tenant in any such suit or
action.

11. Shilo and Tenant shall be responsible for maintenance as follows:

      11.1 Shilo shall maintain and repair the foundation, roof, gutters,
downspouts, exterior walls (except doors and glass), and the utility lines to
their exterior point of entry to the leased Premises; provided, however, that
Shilo shall not be responsible for maintenance necessitated by the acts of
Tenant, its agents or employees.

      11.2 Tenant shall maintain and keep in good repair the interior of the
leased Premises, including fixtures, windows, doors, and utilities. Tenant shall
maintain the freezers and coolers to include the units on the roof of the
Restaurant. Tenant shall maintain all heating and cooling equipment located on
the leased Premises including the HVAC systems on the roof of the Restaurant.
Tenant shall not be responsible for maintenance necessitated by the negligence
or intentional wrongful acts of Shilo or its employees or agents. Tenant shall,
at its sole cost and expense, replace all glass which may be broken or cracked
during the term hereof, in the windows and doors of the leased Premises, with
glass of as good or better quality as that originally installed. Tenant shall
deliver the Premises to Shilo upon termination in as good condition as when
leased, reasonable wear and tear excepted.

      11.3 Tenant shall be responsible for the cleanliness of the landscaping,
sidewalks and parking area adjacent to or near the Restaurant. Tenant shall
cause the area to be kept very clean with particular emphasis on frequent
sweepings and hosings (subject to water use regulations), and picking up waste
paper and cigarette butts. Shilo shall be responsible for the maintenance of the
landscaping.

      11.4 Shilo shall employ and pay for seventy-five percent (75%) of the cost
of a maintenance employee to perform routine repair and maintenance chores for
the Hotel and the leased


Page 12. Restaurant Lease (Diamond Bar/Pomona) 
<PAGE>

Premises. Tenant shall pay the other twenty-five percent (25%) of the cost. The
maintenance employee's cost shall include all costs for such employee to include
wages or salary, employment taxes, workmen's compensation premiums, medical
insurance, employer paid unemployment, and other fringe benefits paid by Shilo
for its employees. Tenant shall not use the maintenance employee to do cleaning
in the leased Premises.

      11.5 Tenant shall make special efforts to keep the hoods and ventilation
systems in the kitchen clean and free of grease and other dirt. Tenant obtain
and pay for a contract to perform regular maintenance to the hoods, and shall
provide Shilo with a copy of such contract. Without limiting Shilo's other
rights of entry and inspection under this Lease, Shilo specifically reserves the
right to inspect the kitchen and hoods for compliance with these terms.

      11.6 If Tenant fails or refuses to keep the leased Premises in proper
maintenance and repair, Shilo shall have the right, but not the duty, after
reasonable written notice to Tenant (except in emergencies), to act as Shilo
deems necessary to maintain and repair the leased Premises without liability for
loss or damage to Tenant's property; Tenant shall pay the reasonable cost of
such repairs or maintenance by Shilo, plus twenty percent (20%) overhead, which
sum shall be promptly paid as additional rent.

12. Tenant shall have, at all times, the non-exclusive right, together with its
customers and invitees, to the reasonable use of the parking area and driveway
appurtenant thereto, for purposes of egress, ingress, parking of motor vehicles
for Tenant, its customers and employees, and the loading and unloading of
vehicles in connection with and incidental to the business conducted by Tenant
on the leased Premises, all without charge. Tenant's employees shall be subject
to the same rules as the Hotel's employees with respect to limitations on use of
the parking areas, or other rules promulgated by the Hotel with respect to
employee parking. The Hotel may place reasonable restrictions upon the times and
places delivery and other service vehicles may utilize the parking and loading
docks or loading areas, if any. Tenant shall provide Valet parking as required
by the Cities of Diamond Bar and/or Pomona.

13. Within sixty (60) days of taking possession, Tenant shall, at Tenant's cost,
obtain new signage for the restaurant and lounge. All such signs, and their
location, shall be subject to Shilo's written approval, which shall not be
unreasonably withheld. The name of Tenant's restaurant shall be subject to
Shilo's approval. The name "Shilo" and/or "Hemstreet's" and/or any similar name
shall not be part of Tenant's name for the restaurant, but Tenant may advertise
that the restaurant is in the Shilo Inn. The name "Generations," as the name of
the Restaurant is approved; and the name "Time Machine" as the name of the
lounge is approved. Upon


Page 13. Restaurant Lease (Diamond Bar/Pomona)
<PAGE>

the termination of this Lease, Tenant shall remove all such signs and restore
such areas to their original condition. Tenant shall maintain all of Tenant's
signs, and additions or replacements thereto. All signs shall be in compliance
with applicable rules and ordinances, and applicable electrical codes. If Tenant
wishes to have Tenant's name on Shilo's off premises billboards, if any, Tenant
shall pay a portion of the rental of such billboard, and all of the cost of the
changes to the billboard, as Shilo and Tenant may fix by agreement. Tenant shall
not erect or install any banners to the exterior of the Premises. All reader
boards on the on-premises signs, if any, shall be under the control of Shilo.

14. Except for personal property owned by Tenant, or leased by Tenant from third
parties, all personal property on the leased Premises at the commencement of the
Lease, including, but not limited to, furniture, fixtures, equipment, utensils,
small wears, desks, safe, miscellaneous office equipment, audio-visual
equipment, and trade fixtures (collectively "Shilo's Restaurant Equipment") is,
and shall remain, the sole property of Shilo. Any personal property used in the
operation of the restaurant owned by Tenant shall remain Tenant's property;
Tenant shall be responsible to obtain Tenant's own fire and casualty insurance
to insure Tenant's personal property on the leased Premises.

      14.1 Shilo shall have no duty to repair any of Shilo's Restaurant
Equipment, and Tenant shall take Shilo's Restaurant Equipment "AS IS." During
the term of the Lease, Tenant shall maintain, repair and replace, as needed, and
insure Shilo's Restaurant Equipment and shall return Shilo's Restaurant
Equipment or the equivalent in as good a condition as such equipment is now in,
reasonable wear and tear excepted, upon the expiration of this Lease or any
extension thereof. None of Shilo's Restaurant Equipment shall be subjected to a
lien, or sold or removed from the leased Premises without Shilo's consent. The
parties acknowledge that, prior to Tenant taking possession of the premises
under the Prior Lease, an inventory of Shilo's Restaurant Equipment was made
under the terms of the Assignment. Such inventory shall continue to be the
inventory of Shilo's Restaurant Equipment. In the event there are items of
Shilo's Restaurant Equipment that were in the possession of Ciceron when Ciceron
was a sub-tenant of Tenant and operating the lounge, and in the event any such
items are missing, Tenant shall immediately notify Shilo in writing not later
than August 15, 1994, so that an appropriate adjustment of the inventory can be
made. In the event there are items of Shilo's Restaurant Equipment in the lounge
that Tenant will not need, Tenant shall return such items to Shilo.

      14.2 The Replacement Reserve shall be one percent (1%) of Tenant's Gross
Sales. The amount collected each month for the Replacement Reserve shall be
deposited by Shilo, in Shilo's name, into an interest bearing bank account at a
bank selected by Shilo. The interest earned on the Replacement Reserve shall be
added to


Page 14. Restaurant Lease (Diamond Bar/Pomona)
<PAGE>

and become a part of the Replacement Reserve. The Replacement Reserve shall be
used by Tenant to add to and/or replace Shilo's Restaurant Equipment as it
becomes worn out, lost, obsolete, or damaged. Items purchased from the
Replacement Reserve shall be subject to Shilo's approval, which shall not be
unreasonably withheld. Tenant shall provide Shilo with invoices and receipts,
containing a detailed description (including serial numbers where applicable) of
the items purchased from the Replacement Reserve. Shilo shall reimburse Tenant
from the Replacement Reserve for approved items purchased. Any items purchased
by Tenant (or items for which Tenant is reimbursed) from funds from the
Replacement Reserve shall be Shilo's property and shall be part of Shilo's
Restaurant Equipment. Unless Shilo otherwise agrees, the Replacement Reserve
shall not be used for the cost of maintenance of Shilo's Restaurant Equipment.
Tenant hereby grants to Shilo a security interest in the Replacement Reserve to
secure all of Tenants obligations under this Lease. Shilo shall provide Tenant
will an annual summary accounting of the funds in the Replacement Reserve. Upon
the termination of this Lease, and provided all payments and damages, if any,
owing by Tenant to Shilo shall have been paid in full, any remaining funds in
the Reserve Account shall be paid to Tenant.

      14.3 Tenant shall clearly identify to Shilo (and mark with Tenant's name)
any items of furniture, fixtures or equipment owned by Tenant and brought upon
and/or used in the operation of the Premises. Tenant shall supply Shilo with a
list, not less frequently than annually, of the furniture, fixtures and
equipment (personal effects, office supplies, and non-essential equipment of
minor value excepted) owned by Tenant and used in or around the Premises.

      14.4 Shilo is aware Tenant has remodeled the restaurant and intends to
remodel the lounge. Tenant shall submit to Shilo, for Shilo's approval, plans
and specifications for the remodeling that Tenant intends to do in the lounge.
All work to be done by or for Tenant in the lounge shall be done in a sound and
wormanlike manner, in compliance with all applicable codes, laws, and
regulations (including, but not limited to, the Americans with Disabilities
Act), in accordance with the agreed plans and specifications, free of defects
and free of liens and encumbrances. Tenant shall hold Shilo harmless, and
indemnify Shilo (including, but not limited to, attorneys fees and costs) from
all lien claims with respect to all work and improvements done by Tenant. Unless
otherwise agreed, all of the furniture, fixtures and equipment (the "FF&E")
shall be new. Shilo acknowledges that some of the furniture and decor will be
antiques. All materials and FF&E placed in or upon Premises shall be paid for in
full by Tenant; there shall be no financed or leased materials or FF&E. Shilo
shall not be required to sign any landlord's waiver. All of the work and FF&E
incorporated into or brought on the Premises shall be left on the Premises and
shall become the property of Shilo, and


Page 15. Restaurant Lease (Diamond Bar/Pomona)
<PAGE>

shall be left in good order and repair upon the termination of Tenant's tenancy
for whatever reason. It is the intention of the parties that, in the event
Tenant's tenancy terminates, any successor tenant or subtenant shall find on the
Premises all of the FF&E necessary to operate the Premises as a restaurant and
lounge. During the period of Tenant's tenancy, Tenant shall be entitled to claim
the appropriate depreciation for income tax purposes on all of the improvements
and FF&E for which Tenant has paid.

15. [deleted]

16. [language from Prior Lease deleted.] Tenant agrees not to solicit Shilo's
employees to work for Tenant, or encourage such employees to leave Shilo's
employment to work for Tenant.

17. Shilo, and its agents and representatives, shall, at any reasonable time,
without prior notice, have the right to enter into or upon the leased Premises
for the purpose of examining the condition thereof or any other lawful purposes,
including for the purpose of doing a surprise audit.

18. Tenant shall not assign, transfer, sublet, pledge, hypothecate, or otherwise
encumber or dispose of this Lease or the estate created in this Lease or in any
interest in any portion of the same, or permit any person or persons, company or
corporation to occupy the leased Premises or any part thereof, without the
written consent of Shilo first being obtained. Shilo agrees not to unreasonably
withhold consent. However, Shilo shall be entitled to require that any proposed
transferee be an experienced, reputable, qualified and financially responsible
restaurant operator willing to assume personal liability for the performance of
the Lease. No consent to transfer shall release the liability of Tenant. In the
event Tenant is a corporation, no transfer, or series of transfers, direct or
indirect, of twenty-five percent (25%) or more of the shares of the corporation
shall be permitted without Shilo's consent.

      18.1 Tenant shall be allowed to operate the lounge though a separate but
affiliated corporation. Such corporation shall either be a subsidiary of Tenant,
or be under common control with Tenant. Tenant shall remain fully liable to
Shilo for the performance of any such sub-tenant.

      18.2 The fact that Shilo is allowing Tenant to operate the lounge through
an affiliated sub-tenant shall not be construed, in any way, as any precedent or
intention on Shilo's part to ever allow the lounge to be operated separately
from the restaurant. Tenant agrees that Shilo shall have the absolute right to
require that the restaurant and lounge remain under common control.


Page 16. Restaurant Lease (Diamond Bar/Pomona)
<PAGE>

19. Fire and casualty damage shall be treated as follows:

      19.1 In the event of loss or damage by fire or other casualty to the
building in which the leased Premises are located, the extent of which is less
than fifty-five percent (55%) of the value of the structure, Shilo and Tenant
agree to promptly restore the structure to a sound and usable condition.
However, Shilo shall not be required to repair any fire or casualty damage
unless and until Shilo receives the fire and casualty insurance proceeds from
Shilo's lender; and if Shilo's lender elects to apply such proceeds to Shilo's
loan on the building in which the leased Premises are located, Shilo shall not
be required to repair the damage if Shilo elects not to, and Shilo may elect to
terminate the Lease. Rental payments shall cease during the period the structure
is materially damaged. "Materially damaged" shall mean damage or destruction to
the structure to such extent that it is not practicable to continue business
operations under such circumstances. In the event that the structure is not
Materially Damaged, but there is damage to restaurant fixtures or equipment or
inventory, or if there has been smoke damage to the structure and/or the
restaurant/lounge area which can be cleaned or painted, then rental payments
shall cease for a period of not more than thirty (30) days in which time Tenant
shall make the repairs or replacements in the leased Premises made necessary by
such damage.

      19.2 In the event such loss or damage to the structure shall be in excess
of fifty-five percent (55%) of the value of the structure, Shilo may, at its
option, either restore the building to the extent of the insurance proceeds
available, or terminate this Lease as of the date of loss; without further
liability to the Tenant except the return to the Tenant any unearned advance
rental payments and funds, if any, held by Shilo but owing to Tenant. If loss or
damage is in excess of fifty-five percent (55%), Shilo agrees to notify Tenant
in writing within thirty (30) days after the occurrence of such destruction or
casualty as to its intent to, or not to, rebuild.

20. Tenant shall not permit any lien of any kind, type or description to be
placed or imposed upon the building in which the leased Premises are situated,
or any part thereof, or the real estate on which it stands, or any of Shilo's
Restaurant Equipment being used by Tenant.

21. Except for providing the insurance coverage as required by the terms of this
Lease, neither Shilo nor Tenant shall be liable to the other for loss arising
out of damage to or destruction of the leased Premises, or the building or the
improvements of which the leased Premises are a part of or with which they are
connected, or the contents of any thereof, when such loss is caused by any of
the perils which are or could be insured against by a standard form of fire
insurance with extended coverage, including sprinkler leakage insurance, if any.
All such claims between Shilo and Tenant for


Page 17. Restaurant Lease (Diamond Bar/Pomona)
<PAGE>

any and all loss, however caused (except by the deliberate acts of the party
causing the loss), are hereby waived. The absence of such liability shall exist
whether or not the damage or destruction is caused by the negligence of either
Shilo or Tenant or by any of their respective agents, servants or employees. It
is the intention and agreement of Shilo and Tenant that fire and casualty
insurance coverage required under the terms of this Lease shall provide
reimbursement for any losses suffered and, further, that the insurance carriers
shall not be entitled to subrogation under any circumstances (except wilful
conduct) against either party to this Lease.

22. Tenant shall not overload the floors of the leased Premises in such a way as
to cause any undue or serious stress or strain upon the building in which the
leased Premises are located, or any part thereof. Shilo shall have the right at
any time to call upon any competent engineer or architect, selected by Shilo, to
decide whether the floors of the leased Premises, or any part thereof, are being
overloaded so as to cause any undue or serious stress or strain on the building,
or any part thereof. In the event the decision of such engineer or architect so
called upon is that, in his option, the stress or strain is such as to endanger
or injure the building or any part thereof, then and in that event, Tenant
agrees to immediately relieve such stress and strain, either by reinforcing the
building or by lightening the load which causes such stress or strain, in a
manner satisfactory to Shilo.

23. In case of the condemnation or appropriation of all or any substantial part
of the leased Premises and/or the Hotel/Restaurant complex by any public or
private corporation under the laws of eminent domain, this Lease may be
terminated at the option of either party hereto upon twenty (20) days written
notice to the other, and in that case, Tenant shall not be liable for rent after
the date of Tenant's removal from the Premises. Tenant shall not share in any
portion of Shilo's award of the condemnation funds, but Tenant may prosecute its
own award for the value of its property and business interest lost. Shilo shall
give Tenant prompt notice of any pending condemnation.

24. Time and strict performance of the provisions of this Lease agreement are of
the essence. If Tenant shall be in arrears in any payment due to Shilo for a
period of ten (10) days after the same becomes due, or if Tenant shall fail or
neglect to do, keep, perform, or observe any of the covenants and agreements
contained herein on Tenant's part to be done, kept, performed, or observed, and
such failure shall continue for ten (10) days or more after written notice of
such failure or neglect shall be given to Tenant, or if Tenant shall be declared
bankrupt or insolvent according to law, or if any assignment of Tenant's
property shall be made for the benefit of creditors, or if on the expiration of
this Lease, Tenant fails to surrender possession of the leased Premises, then
and in any of such events, Shilo, or these having the lessor's


Page 18. Restaurant Lease (Diamond Bar/Pomona)
<PAGE>

estate in the leased Premises lawfully, may, at his or their option, immediately
or any time thereafter, without demand or notice, repossess the same as lessor's
estate, and expel Tenant and those claiming by, through, or under Tenant, and
take over Tenant's effects continuing the operation in any manner as to Shilo
may seem expedient, without prejudice to any remedy which Shilo has under the
terms of this Lease or otherwise at law or in equity. It is the intention of
this Lease that Shilo shall have all remedies for breach of a lease as shall be
allowed under the laws of the State of California, and such remedies shall be
cumulative to the extent permitted by law. No expulsion of Tenant from the
leased Premises shall release Tenant from personal liability hereunder.

25. Tenant's interest under this Lease shall be and is subordinate to any
mortgage, trust deed or other security device on the Hotel/Restaurant and/or
Shilo's Restaurant Equipment as shall now exist or as shall hereafter be created
by Shilo. Tenant shall promptly execute such subordination agreements as Shilo
or Shilo's present lender or any future lender may reasonably request, subject
however, to Tenant's right to remain in possession of the leased Premises, as
long as Tenant performs this Lease as agreed, despite any defaults by Shilo
under any financing secured by the Hotel and/or Shilo's Restaurant Equipment.

26. In the event any suit or action is instituted to enforce compliance with any
of the terms, covenants or conditions of this Lease, or to collect the rental
which may become due hereunder, or any portion thereof, or to interpret the
terms of this Lease, the prevailing party will be entitled to, in addition to
its costs and disbursements provided by statute, such additional sum as the
court may adjudge reasonable for attorney fees in such suit or action, including
any appeal therein.

27. Upon expiration of the term of this Lease, Tenant shall deliver the leased
Premises and Shilo's Restaurant Equipment to Shilo in as good condition as
Tenant shall have received the same, reasonable wear and tear excepted.

28. Any notice required or permitted under this Lease shall be deemed
sufficiently given or served if sent by certified mail, return receipt
requested, to Tenant at the address of the leased Premises, and to Shilo at the
address then fixed for the payment of rent, and either party may, by like notice
at any time and from time to time, designate a different address to which notice
shall be sent. Notices given in accordance with these provisions shall be deemed
received when mailed or hand delivered. Any notices by either party intended to
comply with the formal terms of this Lease given by facsimile transmission shall
be followed within twenty-four (24) hours with a copy of the document by mail or
hand delivery. Verbal notices given by Tenant to Shilo (including, but not
limited to, conversations with the Hotel manager or other


Page 19. Restaurant Lease (Diamond Bar/Pomona)
<PAGE>

members of the Hotel staff) shall not be sufficient notice to comply with this
paragraph.

29. All rights, remedies and liabilities herein given or imposed upon either of
the parties hereto shall extend to and inure to the benefit of and bind as the
circumstances may require, their respective heirs, executors, administrators and
successors, and, insofar as this Lease is assignable by the terms hereof, to the
assigns of such parties.

30. Nothing contained in this Lease shall be construed as creating a partnership
or joint venture between Shilo and Tenant or between Shilo and any other party,
or cause Shilo to be responsible in any way for the debts or obligations of
Tenant or any other party.

31. Shilo is entering into this Lease with Tenant based in part upon Tenant's
commitment that Alan Mayer shall be personally involved in the day-to-day
management of the Restaurant, and will be present and in charge of the
Restaurant most of the time during operating hours.

32. [deleted]

33. Tenant shall have its laundry done by an outside service. The Hotel's
laundry shall have no obligation to do any of Tenant's laundry.

34. Shilo and Tenant have adequate legal counsel and have read and fully
understand all of the terms and conditions contained in this Lease agreement.
This Lease shall be construed as if both parties had participated equally in its
drafting, and neither party shall be entitled to any presumption by reason of
the source of the drafting.

35. As long as Tenant is not in default under this lease, Shilo agrees to give
Tenant the first opportunity to negotiate with Shilo for a lease of the Premises
for an additional ten (10) years. If Tenant wishes to obtain a lease for an
additional term, Tenant shall give notice to Shilo in writing not later than six
(6) months prior to the expiration of this Lease. The rental and other terms of
any lease for an additional term shall be subject to negotiation between Tenant
and Shilo. Neither Tenant nor Shilo commits themselves to what the terms of the
lease for an additional term would be, but both parties pledge their best
efforts to negotiate in good faith to reach a mutually satisfactory agreement.

36. Dispute Resolution

        36.1 In the event of any dispute or claim between the parties arising
out of this Lease agreement, the parties agree to attempt to first resolve the
matter through negotiation. In the event the parties cannot settle the matter
through negotiation, the


Page 20. Restaurant Lease (Diamond Bar/Pomona)
<PAGE>

parties agree to mediate the dispute or claim through an independent, trained
mediator; if the dispute or claim cannot be settled by non-binding mediation,
the parties agree to resolve the dispute or claim by binding arbitration through
an arbitrator.

      36.2 The mediator and/or arbitrator shall be provided by the American
Arbitration Association or the United States Arbitration & Mediation of Oregon,
or another mediation or arbitration service mutually selected by the parties.
The mediation and/or arbitration will be done under the mediation and
arbitration rules of the service selected.

      36.3 The costs of any mediation and/or arbitration shall be split equally
by the parties. Unless the parties agree on a different location, the mediation
and/or arbitration shall take place in Portland, Oregon.

      35.4 The prevailing party in any arbitration shall be entitled to its
attorneys' fees, if applicable. The arbitrator shall determine the prevailing
party. 


Dated effective July 1, 1994, this 13th day of May, 1996.


SHILO MANAGEMENT CORPORATION                          LAD RESTAURANTS, INC.    
                                            
                                            
by /s/ John P. Kneeland                               by /s/ Joyce Koulouvaris
       ----------------                                      -----------------
       John P. Kneeland                                      Joyce Koulouvaris
       Vice-President                                        President
                                            
                                    
LEASE FORMS/LAD-POM.794                              


Page 21. Restaurant Lease (Diamond Bar/Pomona)
<PAGE>

SHILO INN - POMONA, CALIFORNIA (160 units)
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)
FOR THE 12 MONTHS ENDED
8-31-96 (actual)

<TABLE>
<CAPTION>
         
         
                                      1991                1992                1993
REVENUE                            (actual)       %    (actual)       %    (actual)       %

   <S>                           <C>         <C>     <C>         <C>     <C>         <C>
   Guest Room                    $1,854,394   90.7%  $1,646,545   93.2%  $1,401,632   91.7%
   Restaurant Rent                  104,978    5.1%      66,673    3.8%      63,543    4.2%
   Telephone                         58,466    2.9%      39,751    2.3%      35,047    2.3%
   Meeting/Banquet Room               1,011    0.0%          86    0.0%      17,677    1.2%
   Fax                                3,516    0.2%       1,174    0.1%         571    0.0%
   Valet                              6,178    0.3%       3,650    0.2%       3,806    0.2%
   Video                                777    0.0%         769    0.0%         535    0.0%
   Sports and Athletics                   0    0.0%           0    0.0%           0    0.0%
   Vending Machines                   6,280    0.3%       2,922    0.2%       3,132    0.2%
   Guest laundry/Soap                 2,400    0.1%       1,412    0.1%         990    0.1%
   Miscellaneous                      6,381    0.3%       3,471    0.2%       1,055    0.1%
         
                                 -------------------  ------------------  -----------------
TOTAL REVENUE                     2,044,381  100.0%   1,766,453  100.0%   1,527,988  100.0%
                                 -------------------  ------------------  -----------------

OPERATING EXPENSE

PAYROLL & RELATED EXPENSE
   Managers                          31,549    1.5%      31,587    1.8%      25,208    1.6%
   Front Desk                        75,941    3.7%      60,605    3.4%      49,904    3.3%
   Bookkeeper/Auditor                24,422    1.2%      21,060    1.2%      21,079    1.4%
   Head Housekeeper                  21,073    1.0%      19,028    1.1%      16,209    1.1%
   Housekeeper - Rooms               67,96l    3.3%      54,822    3.1%      45,496    3.0%
   Housekeeper - Other                  946    0.0%       1,318    0.1%       5,049    0.3%
   Laundry                           32,146    1.6%      22,684    1.3%      11,777    0.8%
   Guest Services                    60,834    3.0%      55,100    3.1%      51,307    3.4%
   Sales & Marketing                 30,807    1.5%      26,113    1.5%      26,958    1.8%
   Security                          15,724    0.8%       8,266    0.5%       6,742    0.4%
   Maintenance                       27,248    1.3%      29,107    1.6%      23,399    1.5%
   Ground Maintenance                10,500    0.5%      11,051    0.6%      14,176    0.9%
   Windows/Carpets                      300    0.0%       1,824    0.1%       3,612    0.2%
   Bonuses                                0    0.0%           0    0.0%       1,750    0.1%
   Payroll Taxes                    122,776    6.0%      96,979    5.5%      36,948    2.4%
   Workers' Comp                          0    0.0%           0    0.0%      33,177    2.2%
   Workers' Comp Claims                   0    0.0%           0    0.0%           0    0.0%
   Health Insurance                  41,927    2.1%      32,626    1.8%      30,106    2.0%
   Medical                                0    0.0%           0    0.0%           0    0.0%
   Uniforms/Cleaning                    374    0.0%         421    0.0%         370    0.0%
   Other                                392    0.0%         750    0.0%         191    0.0%
                                 -------------------  ------------------  -----------------
     TOTAL PAYROLL                  564,920   27.6%     473,341   26.8%     403,458   26.4%
                                 -------------------  ------------------  -----------------
                        
<CAPTION>
                                                                         For The
                                                                      12 Months Ended
                                    1994               1995              8-31-96
REVENUE                          (actual)       %    (actual)      %     (actual)       %

   <S>                            <C>         <C>     <C>        <C>      <C>         <C>
   Guest Room                     $1,537,164   91.2%  $1,519,086  89.1%   $1,496,387   87.3%
   Restaurant Rent                    44,028    2.6%      61,424   3.6%       67,876    4.0%
   Telephone                          44,929    2.7%      51,407   3.0%       53,57l    3.1%
   Meeting/Banquet Room               44,174    2.6%      45,356   2.7%       60,263    3.5%
   Fax                                   720    0.0%       1,062   0.1%          811    0.0%
   Valet                               4,329    0.3%       4,472   0.3%        4,136    0.2%
   Video                                 572    0.0%         439   0.0%          550    0.0%
   Sports and Athletics                    0    0.0%           0   0.0%            0    0.0%
   Vending Machines                    6,198    0.4%       4,643   0.3%        5,127    0.3%
   Guest laundry/Soap                  2,615    0.2%       1,905   0.1%        1,863    0.1%
   Miscellaneous                         578    0.0%      14,328   0.8%       24,083    1.4%

                                  -------------------  ------------------  -----------------
      TOTAL REVENUE                1,685,307  100.0%   1,704,122 100.0%    1,714,667  100.0%
                                  -------------------  ------------------  -----------------

OPERATING EXPENSE

PAYROLL & RELATED EXPENSE
   Managers                           24,866    1.5%      23,003   1.3%       28,258    1.6%
   Front Desk                         72,775    4.3%      82,713   4.9%       86,122    5.0%
   Bookkeeper/Auditor                 23,424    1.4%      23,388   1.4%       25,623    1.5%
   Head Housekeeper                   24,118    1.4%      31,147   1.8%       32,444    1.9%
   Housekeeper- Rooms                 56,117    3.3%      56,580   3.3%       58,960    3.4%
   Housekeeper - Other                 5,590    0.3%       5,712   0.3%        6,001    0.3%
   Laundry                            11,432    0.7%       9,448   0.6%       11,252    0.7%
   Guest Services                     66,396    3.9%      73,624   4.3%       77,361    4.5%
   Sales & Marketing                  52,012    3.1%      55,362   3.2%       58,411    3.4%
   Security                           24,001    1.4%      26,504   1.6%       27,617    1.6%
   Maintenance                        32,791    1.9%      26,659   1.6%       28,607    1.7%
   Ground Maintenance                 29,112    1.7%      22,532   1.3%       23,623    1.4%
   Windows/Carpets                     6,066    0.4%       2,082   0.1%        3,618    0.2%
   Bonuses                             2,781    0.2%       2,200   0.1%        3,012    0.2%
   Payroll Taxes                      47,968    2.8%      49,177   2.9%       51,884    3.0%
   Workers' Comp                      50,331    3.0%      47,636   2.8%       50,693    3.0%
   Workers' Comp Claims               11,274    0.7%         793   0.0%        2,153    0.1%
   Health Insurance                   38,737    2.3%      37,891   2.2%       40,491    2.4%
   Medical                               260    0.0%           0   0.0%            6    0.0%
   Uniforms/Cleaning                     140    0.0%          22   0.0%          206    0.0%
   Other                               2,407    0.1%         332   0.0%          525    0.0%
                                  -------------------  ------------------  -----------------
     TOTAL PAYROLL                   582,598   34.6%     576,805  33.8%      616,861   36.0%
                                  -------------------  ------------------  -----------------
</TABLE>
<PAGE>

SHILO INN - POMONA, CALIFORNIA (160 units)                                PAGE 2
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual) FOR THE 12 MONTHS ENDED
8-31-96 (actual)

<TABLE>
<CAPTION>
        
        
                                   1991                1992                1993
                                (actual)       %    (actual)       %    (actual)       %
UTILITIES
<S>                              <C>        <C>      <C>        <C>      <C>        <C>
Electricity                       82,234    4.0%      85,039    4.8%      67,834    4.4%
Gas                               23,159    1.1%      16,918    1.0%      16,221    1.1%
Telephone                         46,125    2.3%      31,619    1.8%      32,129    2.1%
Water                             14,403    0.7%      14,672    0.8%      13,865    0.9%
Garbage                            3,500    0.2%       3,588    0.2%       3,734    0.2%
Sewer                                467    0.0%         413    0.0%         370    0.0%
                              -------------------  ------------------  -----------------
      TOTAL UTILITIES            169,888    8.3%     152,249    8.6%     134,153    8.8%
                              -------------------  ------------------  -----------------
        
ADVERTISING
   Advertising                         0    0.0%           0    0.0%           0    0.0%
   Airport Advertising             3,608    0.2%       2,885    0.2%       2,726    0.2%
   Billboards                      5,309    0.3%       1,112    0.1%           0    0.0%
   Highway Logos                      50    0.0%          50    0.0%          50    0.0%
   Radio Media                     2,000    0.1%           0    0.0%         157    0.0%
   Radio Tradeouts                 5,249    0.3%       3,053    0.2%       5,375    0.4%
   TV Media                            0    0.0%           0    0.0%           0    0.0%
   TV Tradeouts                    4,254    0.2%       2,041    0.1%       2,178    0.1%
   Brochures/Postcards             4,188    0.2%       1,829    0.1%       1,944    0.1%
   Brochures/Tradout                   0    0.0%           0    0.0%           0    0.0%
   Yellow Pages                    7,233    0.4%      12,850    0.7%      11,669    0.8%
   Newspaper Ads                       0    0.0%         428    0.0%         202    0.0%
   Magazine Ads                    8,102    0.4%       6,633    0.4%       8,218    0.5%
   Magazine Tradeouts                652    0.0%       1,540    0.1%         158    0.0%
   Property Ads                      310    0.0%       1,440    0.1%       2,435    0.2%
   Advertising Tradeouts Other       480    0.0%       1,978    0.1%       1,590    0.1%
   Sports Events/Tradeouts             0    0.0%           0    0.0%         643    0.0%
   Sports Sponsorship                300    0.0%           0    0.0%          75    0.0%
   Displays                          680    0.0%         693    0.0%           0    0.0%
   Local Events Promotion              0    0.0%         377    0.0%       2,890    0.2%
   Travel Guides/Directories           0    0.0%           0    0.0%       4,342    0.3%
   Promotional Items                   0    0.0%           0    0.0%         979    0.1%
   Advertising & Promotion         3,959    0.2%       1,746    0.1%      17,670    1.2%
   Travel Agents                  29,917    1.5%      22,685    1.3%      19,832    1.3%
   Marketing                       4,127    0.2%       2,072    0.1%          49    0.0%
   Taxi & Limo                     1,125    0.1%         244    0.0%         325    0.0%
                              -------------------  ------------------  -----------------
      TOTAL ADVERTISING           81,545    4.0%      63,656    3.6%      83,507    5.5%
                              -------------------  ------------------  -----------------

<CAPTION>
                                                                        For The
                                                                     12 Months Ended
                                   1994               1995              8-31-96
                                (actual)       %    (actual)      %     (actual)       %

<S>                              <C>        <C>      <C>       <C>      <C>        <C>
Electricity                       78,699    4.7%      71,920   4.2%      73,860    4.3%
Gas                               19,024    1.1%      13,996   0.8%      13,940    0.8%
Telephone                         28,698    1.7%      28,203   1.7%      29,733    1.7%
Water                             17,057    1.0%      14,120   0.8%      16,715    1.0%
Garbage                            4,257    0.3%       4,458   0.3%       4,532    0.3%
Sewer                                533    0.0%       2,878   0.2%       2,748    0.2%
                              -------------------  ------------------  -----------------
      TOTAL UTILITIES            148,268    8.8%     135,575   8.0%     141,528    8.3%
                              -------------------  ------------------  -----------------

ADVERTISING
   Advertising                       600    0.0%           0   0.0%           0    0.0%
   Airport Advertising             3,324    0.2%       2,461   0.1%       3,021    0.2%
   Billboards                          0    0.0%         534   0.0%         411    0.0%
   Highway Logos                     123    0.0%          98   0.0%          74    0.0%
   Radio Media                         0    0.0%           0   0.0%           0    0.0%
   Radio Tradeouts                 7,227    0.4%       6,410   0.4%       5,632    0.3%
   TV Media                          255    0.0%           0   0.0%           0    0.0%
   TV Tradeouts                    2,975    0.2%       2,681   0.2%       2,473    0.1%
   Brochures/Postcards             1,602    0.1%       7,077   0.4%       2,482    0.1%
   Brochures/Tradout                   0    0.0%           0   0.0%           0    0.0%
   Yellow Pages                    6,835    0.4%       6,751   0.4%       6,061    0.4%
   Newspaper Ads                      25    0.0%         269   0.0%         156    0.0%
   Magazine Ads                    4,567    0.3%         695   0.0%       1,219    0.1%
   Magazine Tradeouts                  0    0.0%         150   0.0%          96    0.0%
   Property Ads                      548    0.0%           0   0.0%           0    0.0%
   Advertising Tradeouts Other         0    0.0%          75   0.0%          68    0.0%
   Sports Events/Tradeouts         2,934    0.2%         550   0.0%       1,112    0.1%
   Sports Sponsorship              1,500    0.1%         175   0.0%         877    0.1%
   Displays                          825    0.0%      21,705   0.2%       1,366    0.1%
   Local Events Promotion            597    0.0%           0   0.0%           0    0.0%
   Travel Guides/Directories       6,534    0.4%       2,868   0.2%       2,069    0.1%
   Promotional Items               1,864    0.1%         109   0.0%       1,252    0.1%
   Advertising & Promotion        18,217    1.1%       8,823   0.5%      10,098    0.6%
   Travel Agents                  22,741    1.3%      38,023   2.2%      35,296    2.1%
   Marketing                         425    0.0%         954   0.1%       1,002    0.1%
   Taxi & Limo                       553    0.0%         231   0.0%         327    0.0%
                              -------------------  ------------------  -----------------
      TOTAL ADVERTISING           84,271    5.0%      81,639   4.8%      75,092    4.4%
                              -------------------  ------------------  -----------------
</TABLE>
<PAGE>

SHILO INN - POMONA, CALIFORNIA (160 units)                               PAGE 3
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)
FOR THE 12 MONTHS ENDED
8-31-96 (actual)

<TABLE>
<CAPTION>
       
       
                                      1991                1992                1993
                                    (actual)       %    (actual)       %    (actual)     %

<S>                             <C>         <C>      <C>        <C>      <C>       <C>
SUPPLIES
   Linen                             12,177    0.6%      11,355    0.6%       1,816    0.1%
   Bathroom                           8,560    0.4%       3,997    0.2%       7,652    0.5%
   Cleaning                          13,835    0.7%       8,729    0.5%       9,138    0.6%
   Continental Breakfast             18,378    0.9%      19,720    1.1%      19,971    1.3%
   Office                             4,498    0.2%       2,113    0.1%       3,704    0.2%
   Operating                         11,247    0.6%       9,192    0.5%       6,480    0.4%
   Replacements                       5,863    0.3%         404    0.0%       1,127    0.1%
   Guest Amenity                      6,554    0.3%       7,247    0.4%       5,207    0.3%
                                    -------------------  ------------------  -----------------
      TOTAL SUPPLIES                 81,112    4.0%      62,757    3.6%      55,095    3.6%
                                    -------------------  ------------------  -----------------

REPAIRS & MAINTENANCE
   Carpet, Draperies & Furniture        144    0.0%       1,430    0.1%       1,090    0.1%
   Elevators                          8,601    0.4%       6,283    0.4%       6,738    0.4%
   Landscaping                        3,142    0.2%       1,933    0.1%       2,881    0.2%
   Painting & Wallpaper               1,676    0.1%         255    0.0%         380    0.0%
   Pool                               9,656    0.5%       7,441    0.4%       6,186    0.4%
   Telephone                          4,317    0.2%       1,432    0.1%       1,343    0.1%
   TV Cable & Satellite              20,054    1.0%      17,800    1.0%      16,652    1.1%
   Pest Control                       3,635    0.2%       2,172    0.1%       2,410    0.2%
   Janitorial Services                  895    0.0%         633    0.0%         400    0.0%
   Plumbing                           3,987    0.2%       1,998    0.1%       1,120    0.1%
   Electrical                         4,158    0.2%       2,817    0.2%       3,983    0.3%
   Heating Ventilation Cooling          715    0.0%       3,610    0.2%       1,330    0.1%
   Sign                               4,456    0.2%       3,393    0.2%       2,054    0.1%
   Keys & Locks                       2,620    0.1%         588    0.0%       1,292    0.1%
   Laundry/Housekeeping               1,712    0.1%         754    0.0%         793    0.1%
   Photo Copier                       1,380    0.1%         642    0.0%         210    0.0%
   Micros Register                    3,651    0.2%       2,954    0.2%       1,580    0.1%
   Tools & Supplies                  22,488    1.1%      13,736    0.8%       6,935    0.5%
   Maintenance and Repairs           13,675    0.7%       7,130    0.4%       1,552    0.1%
   Contract Labor Repair                  0    0.0%           0    0.0%       3,835    0.3%
                                   -------------------  ------------------  -----------------
      TOTAL REPAIRS & MAINTENANCE   110,962    5.4%      77,001    4.4%      62,764    4.1%
                                   -------------------  ------------------  -----------------

<CAPTION>
                                                                        For The
                                                                     12 Months Ended
                                   1994               1995              8-31-96
                                (actual)       %    (actual)      %     (actual)       %

<S>                              <C>        <C>      <C>       <C>      <C>        <C>
SUPPLIES
   Linen                              4,657    0.3%       3,973   0.2%       5,395    0.3%
   Bathroom                           5,832    0.3%       8,664   0.5%      10,872    0.6%
   Cleaning                          14,079    0.8%      15,857   0.9%      16,329    1.0%
   Continental Breakfast              9,857    0.6%      13,828   0.8%      11,583    0.7%
   Office                             3,862    0.2%       3,819   0.2%       4,985    0.3%
   Operating                         10,526    0.6%      10,226   0.6%      12,140    0.7%
   Replacements                      10,752    0.6%       4,021   0.2%      10,869    0.6%
   Guest Amenity                      5,971    0.4%       5,649   0.3%       5,864    0.3%
                                 -------------------  ------------------  -----------------
      TOTAL SUPPLIES                 65,536    3.9%      66,037   3.9%      78,037    4.6%
                                 -------------------  ------------------  -----------------

REPAIRS & MAINTENANCE
   Carpet, Draperies & Furniture      1,364    0.1%         457   0.0%         659    0.0%
   Elevators                          6,654    0.4%       7,605   0.4%       6,952    0.4%
   Landscaping                        2,532    0.2%         156   0.0%       1,550    0.1%
   Painting & Wallpaper                  59    0.0%       1,250   0.1%         844    0.0%
   Pool                               6,729    0.4%       4,857   0.3%       5,219    0.3%
   Telephone                            526    0.0%           0   0.0%         662    0.0%
   TV Cable & Satellite              19,819    1.2%      14,068   0.8%      15,361    0.9%
   Pest Control                       2,966    0.2%       3,794   0.2%       2,946    0.2%
   Janitorial Services                  550    0.0%       1,350   0.1%         887    0.1%
   Plumbing                           2,099    0.1%       3,055   0.2%       4,219    0.2%
   Electrical                           656    0.0%       1,593   0.1%         944    0.1%
   Heating Ventilation Cooling          117    0.0%       2,396   0.1%       1,634    0.1%
   Sign                               1,150    0.1%       2,407   0.1%       1,120    0.1%
   Keys & Locks                       2,722    0.2%         960   0.1%       1,308    0.1%
   Laundry/Housekeeping               1,704    0.1%       1,131   0.1%       1,002    0.1%
   Photo Copier                         832    0.0%       1,306   0.1%       1,690    0.1%
   Micros Register                    2,602    0.2%       1,562   0.1%       1,152    0.1%
   Tools & Supplies                   7,967    0.5%       8,653   0.5%       6,587    0.4%
   Maintenance and Repairs           21,025    1.2%       1,987   0.1%       2,626    0.2%
   Contract Labor Repair              2,677    0.2%       2,165   0.1%       1,936    0.1%
                                 -------------------  ------------------  -----------------
      TOTAL REPAIRS & MAINTENANCE    84,770    5.0%      60,752   3.6%      59,298    3.5%
                                 -------------------  ------------------  -----------------
</TABLE>
<PAGE>

SHILO INN - POMONA, CALIFORNIA (160 units)                                PAGE 4
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)
FOR THE 12 MONTHS ENDED
8-31-96 (actual)

<TABLE>
<CAPTION>
       
       
                                   1991                1992                1993
                                (actual)       %    (actual)       %    (actual)       %

<S>                             <C>         <C>      <C>        <C>      <C>       <C>
   OTHER OPERATING EXPENSES
   Sales/Use/Taxes                   33,986     1.7%      26,513    1.6%     22,269    1.5%
   Credit Card Discounts             37,364     1.8%      30,586    1.7%     24,275    1.6%
   Telecheck                          1,443     0.1%       1,134    0.1%        999    0.1%
   Bad Debts                          2,679     0.1%       7,283    0.4%      2,637    0.2%
   Cash Over/Short                    1,528     0.1%      (1,751)  -0.1%     (1,760)  -0.1%
   Administrative Telephone              76     0.0%           0    0.0%      1,059    0.1%
   Security Services                      0     0.0%           0    0.0%      4,336    0.3%
   Comps                                  0     0.0%           0    0.0%       (158)  -0.0%
   Coin-op Laundry Services               0     0.0%         201    0.0%        163    0.0%
   Dry Cleaning, Valet                4,723     0.2%         816    0.0%      3,782    0.2%
   Flowers                            1,060     0.1%         527    0.0%      1,700    0.1%
   Video Rentals                        876     0.0%         886    0.1%        489    0.0%
   Vending Machine Maintenance        1,537     0.1%       1,498    0.1%      1,947    0.1%
   Bank fees                          1,622     0.1%       1,116    0.1%      2,367    0.2%
   Equipment Rental                   4,287     0.2%       2,849    0.2%      2,453    0.2%
   Licenses and
     Miscellaneous Taxes              2,264     0.1%       2,482    0.1%      2,838    0.2%
   Vehicle Repair & Maintenance       8,517     0.4%       6,721    0.4%      9,535    0.6%
   Auto & Travel                     12,393     0.6%      11,294    0.6%     12,348    0.8%
   Business Meals                     3,897     0.2%       2,760    0.2%      3,689    0.2%
   Training/Seminars                    875     0.0%         118    0.1%        520    0.0%
   Staff Travel Telephone               709     0.0%         263    0.0%         84    0.0%
   Theft Loss                             0     0.0%         600    0.0%          0    0.0%
   Insurance Settlement - Theft           0     0.0%           0    0.0%          0    0.0%
   Miscellaneous -
     Resale/Services                  3,336     0.2%       2,515    0.1%      3,969    0.3%
   Attorney Fees                          0     0.0%         179    1.0%      1,573    0.1%
   Professional Fees                  1,017     0.0%       2,469    0.1%     20,363    1.3%
   Dues & Subscriptions               1,917     0.1%         954    0.1%        840    0.1%
   Charitable Contributions               0     0.0%           0    0.0%          0    0.0%
   Political Contributions                0     0.0%           0    0.0%        100    0.0%
Restaurant Expenses                       0     0.0%           0    0.0%      9,848    0.6%
                                  -------------------  ------------------  -----------------
   TOTAL OTHER
   OPERATING EXPENSE                126,106     6.2%     104,013    5.9%    132,265    8.7%
                                  -------------------  ------------------  -----------------
     TOTAL OPERATING EXPENSE      1,134,533    55.5%     933,017   52.8%    871,242   57.0%
                                  -------------------  ------------------  -----------------
     TOTAL OPERATING INCOME         909,848    44.5%     833,436   47.2%    656,746   43.0%
                                  ------------------   -----------------   -----------------

OTHER EXPENSE

   Insurance                         22,498     1.1%      15,271    0.9%     18,391    1.2%
   Insurance Claims                       0     0.0%           0    0.0%        109    0.0%
   Property Tax                     112,408     5.5%     123,034    7.0%     85,254    5.6%
   Office Overhead                  102,219     5.0%      88,323    5.0%     76,399    5.0%
                                  -------------------  ------------------  -----------------
      TOTAL OTHER EXPENSE           237,125    11.6%     226,628   12.8%    180,153   11.8%
                                  -------------------  ------------------  -----------------
      NET OPERATING INCOME         $672,723    32.9%    $606,808   34.4%   $476,593   31.2%
                                  -------------------  ------------------  -----------------

<CAPTION>
                                                                           For The
                                                                        12 Months Ended
                                      1994               1995              8-31-96
                                   (actual)       %    (actual)      %     (actual)      %

<S>                                 <C>        <C>      <C>       <C>      <C>        <C>
OTHER OPERATING EXPENSES
   Sales/Use/Taxes                      29,502    1.8%      30,307   1.8%     28,319    1.7%
   Credit Card Discounts                25,935    1.5%      26,142   1.5%     25,136    1.5%
   Telecheck                             1,440    0.1%       2,034   0.1%      1,851    0.1%
   Bad Debts                             4,591    0.3%       3,907   0.2%      2,846    0.2%
   Cash Over/Short                         529    0.0%         604   0.0%        750    0.0%
   Administrative Telephone                  0    0.0%         808   0.1%        621    0.0%
   Security Services                     4,847    0.3%       7,697   0.5%      5,106    0.3%
   Comps                                     0    0.0%         808   0.0%        714    0.0%
   Coin-op Laundry Services                196    0.0%         849   0.0%        633    0.0%
   Dry Cleaning, Valet                   4,806    0.3%       4,836   0.3%      6,147    0.4%
   Flowers                                 610    0.0%          11   0.0%        553    0.0%
   Video Rentals                             0    0.0%           0   0.0%          0    0.0%
   Vending Machine Maintenance           3,425    0.2%       3,806   0.2%      3,163    0.2%
   Bank Fees                               271    0.0%         537   0.0%        646    0.0%
   Equipment Rental                      4,882    0.3%       2,926   0.2%      3,169    0.2%
   Licenses and
     Miscellaneous Taxes                 2,924    0.2%       2,984   0.2%      3,216    0.2%
   Vehicle Repair & Maintenance         15,207    0.9%      18,692   1.1%     15,205    0.9%
   Auto & Travel                        11,327    0.7%       8,864   0.5%     11,362    0.7%
   Business Meals                        1,932    0.1%         671   0.0%        884    0.1%
   Training/Seminars                        30    0.0%          28   0.0%         55    0.0%
   Staff Travel Telephone                   59    0.0%          91   0.0%        102    0.0%
   Theft Loss                                0    0.0%           0   0.0%          0    0.0%
   Insurance Settlement - Theft              0    0.0%           0   0.0%          0    0.0%
   Miscellaneous -
     Resale/Services                     4,420    0.3%       1,220   0.1%      2,014    0.1%
   Attorney Fees                         3,021    0.2%       1,509   0.1%      1,688    0.1%
   Professional Fees                     9,170    0.5%         630   0.0%      1,326    0.1%
   Dues & Subscriptions                  1,160    0.1%       2,246   0.1%      2,554    0.1%
   Charitable Contributions                  0    0.0%           0   0.0%          0    0.0%
   Political Contributions                   0    0.0%           0   0.0%          0    0.0%
   Restaurant Expenses                  10,210    0.6%       1,725   0.1%        861    0.1%
                                     -----------------  -----------------  -----------------
      TOTAL OTHER
      OPERATING EXPENSE                140,494    8.3%     123,932   7.3%    118,921    6.9%
                                     -----------------  -----------------  -----------------
        TOTAL OPERATING EXPENSE      1,105,937   65.6%   1,044,740  61.3%  1,089,737   63.6%
                                     -----------------  -----------------  -----------------
        TOTAL OPERATING INCOME         579,370   34.4%     659,382  38.7%    624,930   36.4%
                                     -----------------  -----------------  -----------------

OTHER EXPENSE

   Insurance                            17,915    1.1%      20,262   1.2%     21,462    1.3%
   Insurance Claims                          0    0.0%           0   0.0%          0    0.0%
   Property Tax                         90,093    5.3%      90,686   5.3%     94,753    5.5%
   Office Overhead                      84,265    5.0%      85,206   5.0%     85,733    5.0%
                                     -----------------  -----------------  -----------------
      TOTAL OTHER EXPENSE              192,273   11.4%     196,154  11.5%    201,948   11.8%
                                     -----------------  -----------------  -----------------
      NET OPERATING INCOME            $387,097   23.0%    $463,228  27.2%   $422,982   24.7%
                                     -----------------  -----------------  -----------------
</TABLE>
<PAGE>

- --------------------------------------------------------------------------------
                 -----------------------------------------------
                 RECONSTRUCTED INDUSTRY STANDARDS OPERATING DATA
                 ===============================================
                        TRENDS IN THE HOTEL INDUSTRY 1996
================================================================================

<TABLE>
<CAPTION>
                                     All Limited Service       Average for            Rate Group              Geographic Division
                                                                 Top 25%               Over $50                Mountain/Pacific
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>        <C>          <C>        <C>          <C>        <C>          <C>        <C>    
REVENUES                              % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room
                                      -------  -------------  -------  -------------  -------  -------------  -------  -------------
 Rooms                                  95.5%     $13,057       95.4%     $18,002       95.5%     $16,126       95.1%     $13,000
 Telephone                               2.4%        $331        2.4%        $449        2.4%        $406        2.3%        $313
 Other Income                            2.1%        $280        2.2%        $427        2.1%        $359        2.6%        $355
- ------------------------------------------------------------------------------------------------------------------------------------
Total Revenue                          100.0%     $13,668      100.0%     $18,878      100.0%     $16,891      100.0%     $13,668
                                                                                    
EXPENSES                                                                            
Departmental Expenses                                                               
 Rooms Department                       23.2%      $3,166       20.9%      $3,950       22.0%      $3,721       23.6%      $3,227
 Telephone                               1.5%        $206        1.4%        $256        1.4%        $235        1.4%        $186
Other Departments                        0.6%         $80        0.7%        $139        0.7%        $111        0.5%         $75
                                                                                    
Undistributed Operating Expenses                                                    
 Administrative & General                9.0%      $1,225        7.8%      $1,463        8.4%      $1,422        8.5%      $1,163
 Franchise Fees                          1.9%        $256        1.4%        $265        1.7%        $292        0.9%        $122
 Marketing                               3.7%        $510        3.7%        $691        4.0%        $669        3.9%        $530
 Property Operations & Maintenance       5.6%        $759        4.5%        $858        4.9%        $835        6.2%        $843
 Energy (Utilties)                       5.0%        $681        3.9%        $744        4.4%        $751        4.6%        $633
                                                                                    
Fixed Charges                                                                       
 Management                              2.8%        $380        3.2%        $597        2.9%        $484        3.1%        $430
 Property Tax & Other Charges            4.0%        $548        4.1%        $773        4.0%        $679        3.5%        $473
 Insurance                               1.1%        $147        1.1%        $203        1.1%        $178        1.2%        $159
- ------------------------------------------------------------------------------------------------------------------------------------
Total Expenses                          58.4%      $7,958       52.7%      $9,939       55.5%      $9,377       57.4%      $7,841

Net Income Before Reserves              41.6%      $5,710       47.3%      $8,939       44.5%      $7,514       42.6%      $5,827
                                                                                    
Percentage Occupancy                    66.9%                   78.1%                   73.5%                   66.8%
Average Daily Rate                     $51.15                  $63.13                  $60.14                  $53.28
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

================================================================================

LIMITED-SERVICE HOTELS
Performance in 1995
================================================================================

Since the proliferation of all the new limited-service chains in the mid-1980s,
this hotel segment has been viewed extremely favorably. For hotel guests, new
limited-service hotels offered a guest room that was frequently superior to
existing full-service hotels at one-half to two-thirds the price. For hotel
managers, the properties were simple to operate. For the hotel ownership and
financial community, limited-service properties represented high profit margins
with a lesser degree of financial risk.

After ten years of being the darling child of the industry, however, it appears
that limited-service hotels have not only matured in the marketplace, but are
beginning to show some signs of fatigue. For the first time since 1984, the
limited-service hotel segment achieved the lowest occupancy of any property type
surveyed in Trends in the Hotel Industry.

Realistically, all this means is that the limited-service hotel segment is not
enjoying the upside of the industry resurgence to the same degree as the other
types of hotels. Limited-service properties still achieved an aggregate
occupancy just shy of 70 percent, and their average room rates rose 5.9 percent,
second highest of all segments. In addition, an average operating profit margin
of 41.8 percent still make these properties the most fiscally efficient.

                             LIMITED-SERVICE HOTELS

                                   Market Mix

    [THE FOLLOWING TABLE WAS DEPICTED AS A PIE CHART IN THE PRINTED MATERIAL]

                              ----------------------
                               Convention      0.4%

                               Conference      1.9%

                               Other           0.5%

                               Business       45.8%

                               Tourists       51.4%
                              ----------------------

However, a degree of caution needs to be raised. The vast majority of new hotel
construction (measured in number of properties) is still occurring in this
segment. In several suburban markets in the United States, we have seen
localized pockets of overdevelopment causing significant declines in market
occupancies. This should not be construed as a blanket condemnation of all
limited-service hotel development, but it should be a warning to examine the
individual merits of each proposed project. Even with low development costs and
high profit margins, automatic success is not as sure as it has been in the
past. With increasing competition, time has proven that the need to maintain a
quality facility and offer good service is crucial in determining the success of
a limited-service operation.

================================================================================


74
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                                Figure Number 14
================================================================================

<TABLE>
<CAPTION>
                                                                                         Rate Groups
                                                                              ---------------------------------
                                                        All         Average                $35.00
                                                  Limited-Service     for       Under        to          Over
                                                       Hotels       Top 25%*    $35.00     $50.00       $50.00
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                95.5%        95.4%       94.4%      95.7%        95.5%
   Telephone                                             2.4          2.4         2.6        2.4          2.4
   Other Operated Departments                            0.8          0.9         1.3        0.7          0.8
   Rentals and Other Income                              1.2          1.3         1.6        1.2          1.3
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                23.2%        20.9%       28.3%      24.3%        22.0%
   Telephone                                             1.5          1.4         2.1        1.6          1.4
   Other Operated Departments                            0.6          0.7         0.6        0.5          0.7
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           25.3%        23.0%       31.0%      26.4%        24.1%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   74.7%        77.0%       69.0%      73.6%        75.9%

Undistributed Operating Expenses:**
   Administrative and General                            9.0%         7.8%       11.2%       9.5%         8.4%
   Franchise Fees                                        1.9          1.4         1.7        2.1          1.7
   Marketing and Guest Entertainment                     3.7          3.7         4.5        3.3          4.0
   Property Operation and Maintenance                    5.6          4.5        10.3        6.0          4.9
   Energy Costs                                          5.0          3.9         7.6        5.5          4.4
   Other Unallocated Operated Departments                --           --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       25.1%        21.3%       35.3%      26.5%        23.5%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          49.6%        55.7%       33.7%      47.1 %       52.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       2.8%         3.2%        3.1%       2.6%         2.9%
   Property Taxes and Other Municipal Charges            4.0          4.1         3.5        4.0          4.0
   Insurance on Buildings and Contents                   1.1          1.1         1.2        1.1          1.1
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     7.8%         8.3%        7.8%       7.7%         7.9%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    41.8%        47.3%       25.9%      39.4%        44.5%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                13.3%        11.7%       17.5%      14.2%        12.4%
   Payroll Taxes and Employee Benefits                   3.5          3.4         4.0        3.4          3.5
                                                  -------------------------------------------------------------
     Subtotal                                           16.8%        15.1%       21.5%      17.6%        15.9%
   Laundry, Linen, and Guest Supplies                    1.6          1.2         3.3        1.8          1.3
   Commissions and Reservation Expenses                  1.6          1.6         1.0        1.4          1.7
   Complimentary Food and/or Beverage Expenses           1.7          1.6         0.6        1.8          1.7
   All Other Expenses                                    2.7          2.5         3.6        2.7          2.6
                                                  -------------------------------------------------------------
     Total Rooms Expense                                24.4%        22.0%       30.0%      25.3%        23.2%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            75.6%        78.0%       70.0%      74.7%        76.8%
                                                  =============================================================
Percentage of Occupancy                                 69.9%        78.1%       64.3%      67.3%        73.5%
Average Daily Rate per Occupied Room                   $51.15       $63.13      $31.31     $44.34       $60.14
Average Size (Rooms)                                     107          111          98        100          116
</TABLE>

================================================================================

  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              75
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995
Ratios to Total Revenues
Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                        Geographic Divisions
                                                  -------------------------------------------------------------
                                                    New England                                        Mountain
                                                        and          North      South       South         and
                                                  Middle Atlantic   Central    Atlantic    Central      Pacific
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                94.3%        95.4%       94.8%      96.9%        95.1%
   Telephone                                             3.0          2.7         2.7        2.0          2.3
   Other Operated Departments                            1.5          0.4         1.2        0.3          0.9
   Rentals and Other Income                              1.2          1.5         1.3        0.7          1.7
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                26.6%        23.1%       22.6%      22.2%        23.6%
   Telephone                                             1.7          1.5         1.7        1.4          1.4
   Other Operated Departments                            1.3          0.3         0.9        0.3          0.5
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           29.6%        24.9%       25.2%      23.8%        25.5%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   70.4%        75.1%       74.8%      76.2%        74.5%

Undistributed Operating Expenses:**
   Administrative and General                           10.2%         8.7%        9.8%       8.4%         8.5%
   Franchise Fees                                        2.9          2.8         2.6        1.2          0.9
   Marketing and Guest Entertainment                     4.5          3.9         4.3        2.8          3.9
   Property Operation and Maintenance                    5.7          5.0         5.6        5.3          6.2
   Energy Costs                                          6.0          4.7         5.4        4.7          4.6
   Other Unallocated Operated Departments                0.1          --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       29.4%        25.1%       27.9%      22.3%        24.1%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          40.9%        50.0%       46.9%      53.8 %       50.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       3.5%         4.2%        2.9%       1.4%         3.1%
   Property Taxes and Other Municipal Charges            5.5          4.7         3.6        3.9          3.5
   Insurance on Buildings and Contents                   0.7          0.7         1.1        1.3          1.2
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     9.6%         9.6%        7.6%       6.6%         7.8%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    31.3%        40.4%       39.3%      47.2%        42.6%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                15.6%        13.6%       12.9%      12.3%        13.8%
   Payroll Taxes and Employee Benefits                   4.7          2.4         3.1        3.8          3.7
                                                  -------------------------------------------------------------
     Subtotal                                           20.3%        16.0%       16.0%      16.1%        17.5%
   Laundry, Linen, and Guest Supplies                    1.6          2.0         1.7        0.9          1.9
   Commissions and Reservation Expenses                  2.1          1.8         1.8        1.0          1.6
   Complimentary Food and/or Beverage Expenses           1.3          2.0         1.7        1.8          1.4
   All Other Expenses                                    3.0          2.4         2.6        3.0          2.4
                                                  -------------------------------------------------------------
     Total Rooms Expense                                28.3%        24.2%       23.8%      22.8%        24.8%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            71.7%        75.8%       76.2%      77.2%        75.2%
                                                  =============================================================
Percentage of Occupancy                                 69.0%        71.6%       70.9%      71.0%        66.8%
Average Daily Rate per Occupied Room                   $58.94       $49.83      $48.92     $49.93       $53.28
Average Size (Rooms)                                     116           80         123        122           96
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

76
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                    Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                      Property Size Classifications
                                                  -------------------------------------
                                                       Under        75 to        Over   
                                                        75           150         150   
                                                       Rooms        Rooms       Rooms
                                                  -------------------------------------
<S>                                                    <C>          <C>         <C>    
Revenues:
   Rooms                                                96.0%        95.9%       93.9% 
   Telephone                                             2.6          2.3         2.6  
   Other Operated Departments                            0.3          0.7         1.7  
   Rentals and Other Income                              1.1          1.1         1.9  
                                                  -------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0% 

Departmental Costs and Expenses:
   Rooms                                                22.1%        23.0%       24.5% 
   Telephone                                             1.6          1.5         1.6  
   Other Operated Departments                            0.2          0.5         1.2  
                                                  -------------------------------------
     Total Costs and Expenses                           23.8%        25.0%       27.3% 
                                                  -------------------------------------
   Total Operated Departmental Income                   76.2%        75.0%       72.7% 

Undistributed Operating Expenses:**
   Administrative and General                            8.3%         9.0%        9.3% 
   Franchise Fees                                        2.6          1.7         1.9  
   Marketing and Guest Entertainment                     3.7          3.6         4.3  
   Property Operation and Maintenance                    5.5          5.5         5.7  
   Energy Costs                                          4.6          5.0         5.2  
   Other Unallocated Operated Departments                --           --          --   
                                                  -------------------------------------
     Total Undistributed Expenses                       24.7%        24.9%       26.5% 
                                                  -------------------------------------
   Income before Fixed Charges                          51.5%        50.2%       46.2% 

Management Fees, Property Taxes, and Insurance:**
   Management Fees                                       6.2%         2.2%        2.5% 
   Property Taxes and Other Municipal Charges            3.8          4.0         4.1  
   Insurance on Buildings and Contents                   0.6          1.1         1.3  
                                                  -------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                    10.6%         7.3%        8.0% 
                                                  -------------------------------------
Income before Other Fixed Charges***                    40.9%        42.9%       38.2% 
                                                  =====================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0% 
Departmental Expenses:
   Salaries and Wages including Vacation                13.0%        13.1%       14.3% 
   Payroll Taxes and Employee Benefits                   2.1          3.5         4.3  
                                                  -------------------------------------
     Subtotal                                           15.1%        16.6%       18.6% 
   Laundry, Linen, and Guest Supplies                    2.6          1.4         1.5  
   Commissions and Reservation Expenses                  1.6          1.5         1.8  
   Complimentary Food and/or Beverage Expenses           1.6          1.8         1.1  
   All Other Expenses                                    2.1          2.7         3.1  
                                                  -------------------------------------
     Total Rooms Expense                                23.0%        24.0%       26.1% 
                                                  -------------------------------------
   Rooms Departmental Income                            77.0%        76.0%       73.9% 
                                                  =====================================
Percentage of Occupancy                                 69.0%        70.2%       69.9% 
Average Daily Rate per Occupied Room                   $47.93       $50.46      $56.90 
Average Size (Rooms)                                      54          118         186  
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              77
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15
================================================================================

<TABLE>
<CAPTION>
                                                    All Limited-Service              Average for
                                                           Hotels                      Top 25%*
                                                  -------------------------   ----------------------
                                                                  Compared                 Compared
                                                       1995       with 1994      1995      with 1994
                                                  --------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>    
Revenues:                                                                                           
   Rooms                                            $ 13,057          6.7%   $ 18,002          7.3% 
   Telephone                                             331          4.0         449          4.1  
   Other Operated Departments                            110          9.6         178        (12.0) 
   Rentals and Other Income                              170         17.4         249         30.1  
                                                  --------------------------------------------------
     Total Revenues                                 $ 13,669          6.8%   $ 18,878          7.2% 
                                                                                                    
Departmental Costs and Expenses:                                                                    
   Rooms                                            $  3,166          4.5%   $  3,950          3.4% 
   Telephone                                             206          7.3         256          9.0  
   Other Operated Departments                             80         34.5         139         27.9  
                                                  --------------------------------------------------
     Total Costs and Expenses                       $  3,452          5.2%   $  4,345          4.4% 
                                                  --------------------------------------------------
   Total Operated Departmental Income               $ 10,216          7.3%   $ 14,532          8.1% 
                                                                                                    
Undistributed Operating Expenses:**                                                                 
   Administrative and General                       $  1,225          8.4%   $  1,463          8.7% 
   Franchise Fees                                        256         10.7         265         (4.6) 
   Marketing and Guest Entertainment                     510          5.3         691          8.1  
   Property Operation and Maintenance                    759          5.8         858          3.4  
   Energy Costs                                          681         (3.2)        744         (3.5) 
   Other Unallocated Operated Departments                  3          N/C         --           --   
                                                  --------------------------------------------------
     Total Undistributed Expenses                   $  3,435          5.1%   $  4,021          4.1% 
                                                  --------------------------------------------------
   Income before Fixed Charges                      $  6,782          8.4%   $ 10,511          9.8% 
                                                                                                    
Management Fees, Property Taxes, and Insurance:**                                                   
   Management Fees                                  $    380        (24.0)%  $    597        (22.6)%
   Property Taxes and Other Municipal Charges            545          2.8         773          4.5  
   Insurance on Buildings and Contents                   147         (3.2)        203          6.6  
                                                  --------------------------------------------------
     Total Management Fees, Property Taxes,                                                         
       and Insurance                                $  1,072         (9.3)%  $  1,573         (7.5)%
                                                  --------------------------------------------------
Income before Other Fixed Charges***                $  5,710         12.5%   $  8,938         13.5% 
                                                  ==================================================
                                                                                                    
Rooms Department:                                                                                   
   Rooms Net Revenue                                $ 13,057          6.7%   $ 18,002          7.3% 
                                                                              
Departmental Expenses:                                                                              
   Salaries and Wages including Vacation            $  1,735          2.5%   $  2,107          1.5% 
   Payroll Taxes and Employee Benefits                   456         (2.2)        606         (1.1) 
                                                  --------------------------------------------------
     Subtotal                                       $  2,191          1.5%   $  2,713          0.9% 
   Laundry, Linen, and Guest Supplies                    203        (13.3)        211        (20.1) 
   Commissions and Reservation Expenses                  203          8.3         289          0.8  
   Complimentary Food and/or Beverage Expenses           219         12.7         287          6.7  
   All Other Expenses                                    350         38.1         450         45.0  
                                                  --------------------------------------------------
     Total Rooms Expense                            $  3,166          4.5%   $  3,950          3.4% 
                                                  --------------------------------------------------
   Rooms Departmental Income                        $  9,891          7.4%   $ 14,052          8.4% 
                                                  ==================================================
Percentage of Occupancy                                 69.9%         0.8%       78.1%         0.8% 
Average Daily Rate per Occupied Room                $   51.15         5.9%   $   63.13         6.4% 
Average Size (Rooms)                                     107         (0.2)%       111          0.1% 
</TABLE>

================================================================================

N/C - Data not comparable.
  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

78
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                                               Rate Groups
                                                  ---------------------------------------------------------------------------
                                                        Under $35.00           $35.00 to $50.00             Over $50.00
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>        <C>           <C>    
Revenues:                                                                                                                    
1  Rooms                                            $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
2  Telephone                                             206         (2.2)        277          3.3         406          5.0  
3  Other Operated Departments                            105          N/C          79         43.1         142         (7.0) 
4  Rentals and Other Income                              123        (10.8)        132         11.1         217         25.1  
                                                  ---------------------------------------------------------------------------
5    Total Revenues                                 $  7,788          3.8%   $ 11,384          7.0%   $ 16,891          6.8% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
6  Rooms                                            $  2,202          8.5%   $  2,766          5.0%   $  3,721          3.8% 
7  Telephone                                             166         (1.2)        184          6.6         235          8.8  
8  Other Operated Departments                             46         (1.2)         55          N/C         111         30.2  
                                                  ---------------------------------------------------------------------------
9    Total Costs and Expenses                       $  2,414          7.5%   $  3,005          5.7%   $  4,067          4.7% 
                                                  ---------------------------------------------------------------------------
10 Total Operated Departmental Income               $  5,374          2.2%   $  8,379          7.4%   $ 12,824          7.5% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
11 Administrative and General                       $    875          7.9%   $  1,084          7.5%   $  1,422          9.2% 
12 Franchise Fees                                        130          3.7         240         19.9         292          4.2 
13 Marketing and Guest Entertainment                     351         (0.3)        379          5.4         669          5.6  
14 Property Operation and Maintenance                    802         18.1         680          6.1         835          4.1  
15 Energy Costs                                          589         (9.3)        626         (3.7)        751         (2.1) 
16 Other Unallocated Operated Departments                 --          --            3          N/C           4          N/C  
                                                  ---------------------------------------------------------------------------
17   Total Undistributed Expenses                   $  2,748          5.0%   $  3,013          5.3%   $  3,972          4.9% 
                                                  ---------------------------------------------------------------------------
18 Income before Fixed Charges                      $  2,626         (0.6)%  $  5,366          8.7%   $  8,851          8.6% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
19 Management Fees                                  $    244          2.2%   $    300        (25.6)%  $    484        (24.4)%
20 Property Taxes and Other Municipal Charges            275        (10.2)        457          3.5         675          3.2  
21 Insurance on Buildings and Contents                    90        (21.9)        124         (6.4)        178          1.0  
                                                  ---------------------------------------------------------------------------
22   Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $    609         (7.7)%  $    881         (9.8)%  $  1,337         (9.1)%
                                                  ---------------------------------------------------------------------------
23 Income before Other Fixed Charges***             $  2,017          1.7%   $  4,485         13.3%   $  7,514         12.5% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
24 Rooms Net Revenue                                $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
                                                                                                                             
Departmental Expenses:                                                                                                       
25 Salaries and Wages including Vacation            $  1,285          4.9%   $  1,548          2.8%   $  1,995          2.0% 
26 Payroll Taxes and Employee Benefits                   296          6.6         369         (4.9)        568         (0.9) 
                                                  ---------------------------------------------------------------------------
27   Subtotal                                       $  1,581          5.3%   $  1,917          1.2%   $  2,563          1.4% 
28 Laundry, Linen, and Guest Supplies                    241         17.1         197         (7.9)        204        (21.5) 
29 Commissions and Reservation Expenses                   74         12.5         158         13.5         269          5.2  
30 Complimentary Food and/or Beverage Expenses            45         22.6         196         18.5         267          8.3  
31 All Other Expenses                                    261         18.8         298         35.3         417         42.2  
                                                  ---------------------------------------------------------------------------
32   Total Rooms Expense                            $  2,202          8.5%   $  2,766          5.1%   $  3,720          3.8% 
                                                  ---------------------------------------------------------------------------
33 Rooms Departmental Income                        $  5,151          1.6%   $  8,129          7.5%   $ 12,406          7.7% 
                                                  ===========================================================================
34 Percentage of Occupancy                              64.3%         2.2%       67.3%         1.1%       73.5%         0.3% 
35 Average Daily Rate per Occupied Room             $   31.31         1.3%   $   44.34         5.7%   $   60.14         6.4% 
36 Average Size (Rooms)                                   98         (0.6)%       100         (0.2)%       116         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              79
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                         Geographic Divisions
   -----------------------------------------------------------------------------------------------------------------------------
         New England                   North                    South                    South                  Mountain
     and Middle Atlantic              Central                  Atlantic                 Central                and Pacific    
   -------------------------  -----------------------  -----------------------  -----------------------  -----------------------
                   Compared                 Compared                 Compared                 Compared                 Compared 
        1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994
   -----------------------------------------------------------------------------------------------------------------------------
<S>  <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>    
                                                                                                                                
1    $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
2         465          0.1         369          8.1         355         13.6         270         (1.9)        313          0.1  
3         240         34.0          58         36.6         166         33.3          46         (0.2)        122        (21.2) 
4         191         16.7         200         20.3         178         15.9          95          5.0         233         24.8  
   -----------------------------------------------------------------------------------------------------------------------------
5    $ 15,747          6.6%   $ 13,645          6.9%   $ 13,350         11.5%   $ 13,354          4.0%   $ 13,668          5.8% 
                                                                                                                                
                                                                                                                                
6    $  4,191          5.1%   $  3,148          4.8%   $  3,019          6.8%   $  2,958          3.1%   $  3,227          3.8% 
7         264         (5.3)        204          1.6         230          8.2         188         15.3         186          8.2  
8         209         46.4          42          N/C         118         33.4          38          N/C          75          9.6  
   -----------------------------------------------------------------------------------------------------------------------------
9    $  4,664          5.8%   $  3,394          5.1%   $  3,367          7.6%   $  3,185          4.1%   $  3,488          4.2% 
   -----------------------------------------------------------------------------------------------------------------------------
10   $ 11,083          6.9%   $ 10,252          7.5%   $  9,984         12.9%   $ 10,169          4.0%   $ 10,180          6.3% 
                                                                                                                                
                                                                                                                                
11   $  1,611          8.0%   $  1,187          5.6%   $  1,311         10.7%   $  1,118         10.4%   $  1,163          5.8% 
12        463          4.3         384          6.8         353         12.8         160         10.7         122         24.0  
13        715        (13.0)        537         10.0         575          4.2         372         13.8         530          7.3  
14        894          3.6         679         (0.3)        754          8.2         702          2.7         843         11.7  
15        945         (0.2)        645         (1.9)        725          1.2         627         (3.5)        633         (9.7) 
16          8        (40.1)        --           --            6          --            4          --          --           --   
   -----------------------------------------------------------------------------------------------------------------------------
17   $  4,636          1.2%   $  3,432          3.7%   $  3,724          7.6%   $  2,983          5.9%   $  3,290          4.6% 
   -----------------------------------------------------------------------------------------------------------------------------
18   $  6,447         11.5%   $  6,820          9.6%   $  6,260         16.4%   $  7,186          3.2%   $  6,889          7.1% 
                                                                                                                                
                                                                                                                                
19   $    544         15.2%   $    569         (3.5)%  $    387         (8.4)%  $    192          N/C    $    430        (20.4)%
20        863         15.3         640          2.6         476          0.3         518          0.3%        473          2.1  
21        107        (39.2)         98        (13.6)        146         (6.4)        174         22.2         159         (9.4) 
   -----------------------------------------------------------------------------------------------------------------------------
22   $  1,514          8.4%   $  1,307         (1.5)%  $  1,009         (4.1)%  $    884        (23.3)%  $  1,062         (9.9)%
   -----------------------------------------------------------------------------------------------------------------------------
23   $  4,933         12.4%   $  5,513         12.6%   $  5,251         21.3%   $  6,302          8.4%   $  5,828         11.0% 
   =============================================================================================================================
                                                                                                                                
                                                                                                                                
24   $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
                                                                                                                                
                                                                                                                                
25   $  2,317          2.8%   $  1,770          5.8%   $  1,637          3.0%   $  1,590          0.6%   $  1,790          2.1% 
26        693          6.8         317        (12.3)        397          1.6         488         (3.2)        480         (3.0) 
   -----------------------------------------------------------------------------------------------------------------------------
27   $  3,010          3.7%   $  2,087          2.6%   $  2,034          2.7%   $  2,078         (0.4)%  $  2,270          1.0% 
28        237         (8.1)        260          2.9         215        (12.2)        120        (38.7)        247         (2.0) 
29        306         (4.2)        234          1.0         224         15.9         136          8.3         211         14.2  
30        199         48.4         260          8.6         211         24.8         234          4.2         187          8.5  
31        440         18.1         307         25.7         334         39.6         389          N/C         311         24.3  
   -----------------------------------------------------------------------------------------------------------------------------
32   $  4,192          5.1%   $  3,148          4.8%   $  3,018          6.8%   $  2,957          3.0%   $  3,226          3.8% 
   -----------------------------------------------------------------------------------------------------------------------------
33   $ 10,659          6.8%   $  9,870          7.2%   $  9,633         12.6%   $  9,986          4.5%   $  9,774          6.7% 
   =============================================================================================================================
27       69.0%         1.3%       71.6%         0.2%       70.9%         3.7%       71.0%        (1.2)%      66.8%         0.6% 
28   $   58.94         5.0%   $   49.83         6.4%   $   48.92         7.2%   $   49.93         5.4%   $   53.28         5.3% 
29        116         (1.0)%        80          --          123         (0.2)%       122         (0.3)%        96         (0.1)%
</TABLE>

================================================================================

                                                                     (Continued)

80
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                         Property Size Classifications
                                                  ---------------------------------------------------------------------------
                                                             Under                  75 to 150                   Over
                                                           75 Rooms                   Rooms                  150 Rooms
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                 <C>             <C>      <C>             <C>      <C>            <C>    
Revenues:                                                                                                                    
   Rooms                                            $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
   Telephone                                             330         10.5         316          3.2         399          2.6  
   Other Operated Departments                             38         (7.5)         89          2.7         259         24.9  
   Rentals and Other Income                              137         42.5         150         19.3         286          5.8  
                                                  ---------------------------------------------------------------------------
     Total Revenues                                 $ 12,577          5.5%   $ 13,486          6.9%   $ 15,394          7.3% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
   Rooms                                            $  2,779          2.7%   $  3,103          5.1%   $  3,770          3.9% 
   Telephone                                             195         (0.2)        199          9.3         246          6.0  
   Other Operated Departments                             25         28.6          65          N/C         191         16.2  
                                                  ---------------------------------------------------------------------------
     Total Costs and Expenses                       $  2,999          2.7%   $  3,368          5.9%   $  4,206          4.6% 
                                                  ---------------------------------------------------------------------------
   Total Operated Departmental Income               $  9,578          6.4%   $ 10,118          7.2%   $ 11,187          8.4% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
   Administrative and General                       $  1,038          6.4%   $  1,213          8.8%   $  1,437          8.3% 
   Franchise Fees                                        332         10.1         232         14.5         297         (0.2)
   Marketing and Guest Entertainment                     465         (0.7)        485          7.8         656          1.6  
   Property Operation and Maintenance                    692          7.3         745          5.6         878          5.5  
   Energy Costs                                          576        (10.7)        673         (2.9)        803          0.8  
   Other Unallocated Operated Departments                 --          N/C           4          N/C           4          --   
                                                  ---------------------------------------------------------------------------
     Total Undistributed Expenses                   $  3,102          2.2%   $  3,352          5.8%   $  4,075          4.5% 
                                                  ---------------------------------------------------------------------------
   Income before Fixed Charges                      $  6,476          8.5%   $  6,766          7.8%   $  7,112         10.7% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
   Management Fees                                  $    775          6.5%   $    299        (33.3)%  $    388        (26.8)%
   Property Taxes and Other Municipal Charges            473          0.1         539          3.0         634          4.0  
   Insurance on Buildings and Contents                    81        (40.5)        146         (1.2)        206         14.1  
                                                  ---------------------------------------------------------------------------
     Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $  1,330         (0.6)%  $    984        (12.1)%  $  1,228         (7.0)%
                                                  ---------------------------------------------------------------------------
   Income before Other Fixed Charges***             $  5,146         11.1%   $  5,782         12.2%   $  5,884         15.3% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
   Rooms Net Revenue                                $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
                                                                                                                             
Departmental Expenses:                                                                                                       
   Salaries and Wages including Vacation            $  1,572          3.0%   $  1,691          2.7%   $  2,066          1.6% 
   Payroll Taxes and Employee Benefits                   254        (14.3)        458         (2.3)        618          3.4  
                                                  ---------------------------------------------------------------------------
     Subtotal $                                     $  1,826          0.2%   $  2,149          1.5%   $  2,684          2.0% 
   Laundry, Linen, and Guest Supplies                    320         21.1         176        (20.7)        217        (16.4) 
   Commissions and Reservation Expenses                  192         12.2         191         10.9         264         (1.1) 
   Complimentary Food and/or Beverage Expenses           194          9.9         237         13.6         163          9.8  
   All Other Expenses                                    247         (8.8)        349         49.1         442         37.8  
                                                  ---------------------------------------------------------------------------
     Total Rooms Expense                            $  2,779          2.7%   $  3,102          5.0%   $  3,770          3.9% 
                                                  ---------------------------------------------------------------------------
   Rooms Departmental Income                        $  9,293          5.8%   $  9,829          7.4%   $ 10,680          8.4% 
                                                  ===========================================================================
   Percentage of Occupancy                              69.0%         0.1%       70.2%         0.7%       69.6%         1.8% 
   Average Daily Rate per Occupied Room             $   47.93         5.0%   $   50.46         6.2%   $   56.90         5.3% 
   Average Size (Rooms)                                   54         (0.1)%       118         (0.2)%       186         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              81
<PAGE>

                              SMITH TRAVEL RESEARCH
                     HOTEL OPERATING STATISTICS 1996 REPORT
================================================================================

LIMITED-SERVICE HIGHLIGHTS

o     Limited-service hotels showed strong profitability improvement from 14.6
      percent of total revenue in 1994 to 23.0 percent in 1995.

o     Sample Characteristics:

        -   Sample comprised of 1,410 limited-service hotels.

        -   Occupancy was slightly lower at 72.7 percent...highest occupancies
            were in Southeast states.

        -   Room Rates increased 1.4 percent to $55.18...highest ADR's were in
            Middle Atlantic (New York) and Pacific (Hawaii) regions.

        -   RevPAR improved to $40.12.

o     Gross operating profit (GOP) (before management fees) improved from 45.2
      percent in 1994 to 46.6 percent in 1995...GOP was above 44 percent across
      all census regions except New England.

o     Higher priced properties generally reported higher GOP and pre-tax income.

o     Total fixed charges (including property taxes and insurance) decreased
      12.5 percent from $3,530 per available room in 1994 to $3,087 in
      1995...fixed charges were highest in Mountain and Pacific regions.

o     Payroll and related expenses, as a ratio to sales, were higher for West
      South Central and Pacific region properties...highest labor expense per
      available room was in Pacific region (Hawaii).

o     Expressed as an amount per available room, limited-service profits
      improved over 12 percent from $3,091 per room in 1994 to $3,474 in 1995
      due to GOP enhancements and reduced fixed charges.

o     Properties in the Central regions reported the highest pre-tax income
      ranging from 22.8 percent to 29.4 of total revenue, while properties in
      New England reported the lowest pre-tax income at 13.0 percent of total
      revenue.

o     Chain-Affiliated properties, with pre-tax income of 23.8 percent, were
      more profitable than the reporting Independent properties at 10.4 percent.


24
<PAGE>

Limited-Service Hotels--Statements of Operating Income & Expenses - 1995

<TABLE>
<CAPTION>
- --------------------------------     -----------------------------------------------------------------------------------------------
                                                                             Geographic Region
- --------------------------------     -----------------------------------------------------------------------------------------------
Ratios to Sales                          New     Middle     South   East North  East South  West North  West South
                                       England  Atlantic  Atlantic    Central     Central     Central     Central  Mountain  Pacific
<S>                                    <C>       <C>       <C>        <C>         <C>          <C>        <C>        <C>      <C>   
Occupancy                               66.1%     70.8%     75.0%      73.4%       74.7%        72.4%      72.3%      73.3%    68.7%
Average Size of Property (Rooms)         105       112       125        114         114          123        127        124      133
Average Rate                           $52.95    $60.23    $52.66     $53.88      $51.96       $54.46     $53.65     $58.05   $62.93

REVENUE
  Rooms                                 95.1%     95.7%     95.7%      95.9%       96.1%        95.7%      95.3%      95.1%    94.2%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Other Food & Beverage                   .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                              2.3       2.3       2.2        2.2         1.8          2.0        1.1        1.6      2.5
  Minor Operated Departments              .6       1.1        .9        1.2          .8          1.1         .5        1.0      1.3
  Rentals & Other Income                 2.0        .9       1.3         .7         1.3          1.3        3.1        2.2      2.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Revenue                        100.0%    100.0%    100.0%     100.0%      100.0%       100.0%     100.0%     100.0%   100.0%

DEPARTMENTAL EXPENSES
  Rooms                                 25.0%     24.9%     25.5%      23.6%       25.7%        27.1%      28.5%      27.2%    28.3%
  Food & Beverage                         .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                             79.4      72.5      96.4       72.7        97.1         86.5       72.2       68.5     59.4
  Other Departmental Expenses             .9        .6        .5         .5          .7           .5         .6         .8      1.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Expenses           26.5%     26.1%     27.0%      24.7%       27.1%        28.1%      28.6%      27.8%    29.2%
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Profit             73.5%     73.9%     73.0%      75.3%       72.9%        71.9%      71.4%      72.2%    70.8%

UNDISTRIBUTED OPERATING EXPENSES
  Administrative & General              12.1%     10.9%     10.0%       9.7%        9.2%         9.4%       8.3%       8.6%     9.4%
  Marketing                              3.7       3.8       4.7        4.6         4.4          5.0        3.5        4.2      4.9
  Franchise Fee                          2.8       2.5       2.0        2.0         2.1          2.0         .9        2.0      1.7
  Energy                                 7.0       6.4       5.7        5.0         4.9          4.6        4.7        4.7      5.0
  Property Operation & Maintenance       5.8       5.2       5.7        5.6         4.8          5.4        3.8        4.6      5.2
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Undistributed Operating
   Expenses                             31.3%     28.8%     28.1%      26.8%       25.5%        26.4%      21.2%      24.0%    26.0%

  GROSS OPERATING PROFIT                42.2%     45.1%     44.9%      48.5%       47.4%        45.5%      50.2%      48.2%    44.8%

  Management Fees                        2.3%      2.4%      3.2%       2.7%        3.2%         2.5%       3.9%       3.0%     2.8%
- ------------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE FIXED CHARGES*            39.9%     42.7%     41.7%      45.8%       44.2%        43.0%      46.3%      45.2%    42.0%
  Property Taxes                         4.5%      5.2%      3.1%       4.3%        2.6%         4.4%       3.8%       3.4%     3.2%
  Insurance                               .9        .9       1.0         .9         1.0          1.0        1.1        1.0      1.4
  Reserve For Replacement                 .3       1.1       1.1         .1          .2           .3         .1         .5       .6
- ------------------------------------------------------------------------------------------------------------------------------------
AMOUNT AVAILABLE FOR DEBT SERVICE
& OTHER FIXED CHARGES                   34.2%     35.5%     36.5%      40.5%       40.4%        37.3%      41.3%      40.3%    36.8%

Total Fixed Charges* (Including
  Property Taxes & Insurance)           26.9%     25.5%     19.3%      19.5%       14.8%        20.2%      18.0%      23.5%    24.9%
- ------------------------------------------------------------------------------------------------------------------------------------
Pre-Tax Income (Loss)                   13.0%     17.2%     22.4%      26.3%       29.4%        22.8%      28.3%      21.7%    17.1%
====================================================================================================================================
PAYROLL & RELATED EXPENSES
  Rooms                                 17.7%     18.2%     16.9%      15.7%       16.1%        17.7%      19.8%      17.0%    18.7%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                               .0       1.3        .7         .2          .0           .0         .0         .6       .6
  Other Operated Departments              .2        .3        .1         .1          .1           .2         .1         .2       .2
  Administrative & General               4.3       4.3       4.5        4.2         4.0          4.1        4.0        4.4      5.0
  Marketing                              1.7       1.3       1.7        1.6         1.2          1.8        1.9        1.6      1.8
  Property Operations & Maintenance      2.6       2.1       2.5        2.4         2.3          2.3        2.6        2.4      2.6
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Payroll & Related Expenses      25.6%     25.5%     25.0%      23.4%       23.1%        25.3%      27.5%      24.8%    27.2%
</TABLE>

* Total Fixed Charges does not include deductions for Replacements; but does
  include Depreciation and Amortization, Interest, Rent and Equipment Leases.

Expense ratios to sales for departmental expenses are based on their respective
departmental revenues. All other expenses are based on total revenue. Totals may
not add due to rounding.


26
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------   --------------------------------------  ---------------------------
                 Location                                     Price Category                        Size
- ----------------------------------------------   --------------------------------------  ---------------------------
                                                                                         Under 75  75-125   Over 125
 Urban   Suburban   Airport   Highway   Resort   Upscale   Mid-Price   Economy   Budget    Rooms    Rooms     Rooms
<S>       <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>      <C>      <C>       <C>   
 73.2%     73.6%     74.4%     71.3%     70.8%     76.5%     72.4%      71.9%     69.1%    68.4%    73.1%     73.4%
  150       125       134       109       172       133       123        115       109       57      108       159
$70.88    $58.55    $53.02    $49.40    $61.51    $74.44    $54.25     $47.67    $39.99   $52.05   $51.89    $61.05

 94.2%     95.3%     95.3%     96.1%     92.9%     95.1%     95.0%      96.0%     96.3%    96.2%    95.8%     94.8%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.1       2.3       1.8       1.7       2.0       2.5       1.7        1.8       2.1      2.2      1.9       2.1
  1.4       1.2        .7        .6       1.3       1.6       1.0         .6        .5       .6       .8       1.2
  2.2       1.3       2.2       1.6       3.8        .8       2.3        1.6       1.1       .9      1.4       1.9
- --------------------------------------------------------------------------------------------------------------------
100.0%    100.0%    100.0%    100.0%    100.0%    100.0%    100.0%     100.0%    100.0%   100.0%   100.0%    100.0%

 27.3%     25.4%     28.5%     25.9%     28.8%     23.5%     26.9%      26.6%     26.9%    26.2%    25.5%      6.7%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
132.0      68.3      74.3      88.3      86.4      73.8      68.4       91.2      92.9     83.1     83.0      75.2
  1.0        .8        .5        .4       1.4       1.0        .8         .5        .3       .4       .5        .9
- --------------------------------------------------------------------------------------------------------------------
 29.5%     26.6%     29.0%     26.8%     29.9%     25.2%     27.5%      27.7%     28.2%    27.5%    26.5%     27.8%
- --------------------------------------------------------------------------------------------------------------------
 70.5%     73.4%     71.0%     73.2%     70.1%     74.8%     72.5%      72.3%     71.8%    72.5%    73.5%     72.2%

  9.4%      9.6%      9.4%      9.7%     10.6%      9.2%      9.1%       9.8%     10.9%    13.1%     9.3%      9.1%
  4.7       4.9       4.1       3.8       6.3       5.7       4.2        3.8       3.6      3.7      4.4       4.6
  1.5       2.2       1.7       1.6       1.4       2.1       2.2        1.2       1.9      3.5      1.7       1.7
  4.9       5.2       5.0       5.5       5.3       4.5       4.8        5.4       7.2      6.3      5.2       5.1
  5.2       5.0       4.3       5.6       5.1       4.6       4.2        5.5       7.4      5.2      5.5       4.7
- --------------------------------------------------------------------------------------------------------------------
 25.8%     26.8%     24.5%     26.2%     28.7%     26.1%     24.5%      25.8%     30.9%    31.8%    26.1%     25.2%

 44.7%     46.6%     46.5%     47.0%     41.4%     48.7%     48.0%       6.5%      0.9%    40.7%    47.4%     47.0%

  3.3%      3.2%      3.4%      2.7%      3.2%      2.8%      3.8%       2.6%      2.2%     3.4%     2.6%     $3.5%
- --------------------------------------------------------------------------------------------------------------------
 41.4%     43.4%     43.1%     44.3%     38.2%     45.9%     44.2%      43.9%     38.7%    37.3%    44.8%     43.5%

  3.9%      3.7%      4.1%      3.6%      2.1%      3.4%      3.4%       3.9%      4.2%     3.7%     3.6%      3.9%
  1.1       1.0       1.0       1.1       1.2       1.0       1.1        1.0       1.1      1.5      1.0       1.0
   .7        .5        .2        .6        .6        .2        .0         .5       1.2      1.5       .5        .4
- --------------------------------------------------------------------------------------------------------------------
 35.7%     38.2%     37.8%     39.0%     34.3%     41.3%     39.3%      38.5%     32.2%    30.6%    39.7%     38.2%

 17.6%     22.3%     18.2%     19.8%     20.6%     18.4%     21.7%      19.7%     22.0%    33.3%    18.2%     20.4%
- --------------------------------------------------------------------------------------------------------------------
 23.8%     21.1%     24.9%     24.5%     17.6%     27.5%     22.5%      24.2%     16.7%     4.0%    26.6%     23.1%
====================================================================================================================

 17.9%     15.7%     19.7%     18.7%     19.7%     11.9%     18.1%      19.7%     20.8%    18.3%    17.4%     17.2%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.8        .1        .3        .4       5.6        .3        .4        1.2        .0       .0       .3        .9
   .3        .1        .0        .2        .4        .1        .1         .4        .7       .1       .1        .2
  4.0       4.2       4.1       4.6       5.2       3.8       4.0        4.8       4.8      4.9      4.3       4.2
  1.9       1.5       1.9       1.6       3.0       1.5       1.2        2.2       1.7       .3      1.7       2.0
  2.5       2.3       2.4       2.5       2.6       2.1       2.2        2.5       2.8      2.0      2.4       2.5
- --------------------------------------------------------------------------------------------------------------------
 25.6%     23.1%     27.2%     26.9%     29.6%     18.8%     24.7%      28.8%     30.0%    24.9%    25.2%     25.2%
</TABLE>


                                                                              27
<PAGE>

                                     Los Angeles East
                               JANUARY 1989 SEPTEMBER 1996
SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                   OCCUPANCY              ROOM RATE               ROOM SUPPLY                 ROOM DEMAND              
                  --------------------    ---------------------   -----------------------     -------------------------
                  CURRENT  PRIOR     %     CURRENT PRIOR   %       CURRENT   PRIOR    %        CURRENT   PRIOR      %   
YEAR MONTH        YEAR     YEAR    CHNG    YEAR    YEAR    CHNG    YEAR      YEAR     CHNG     YEAR      YEAR       CHNG
- ---- -----        ----     ----    ----    ----    ----    ----    ----      ----     ----     ----      ----       ----
<C>   <S>         <C>      <C>     <C>    <C>     <C>       <C>    <C>        <C>      <C>     <C>        <C>      <C> 
1990  January     59.7     61.9   -3.6    48.19   49.93    -3.5    239816     223975   7.1     143124     138740   3.2 
1990  February    66.4     66.3     .2    48.31   49.44    -2.3    216608     202300   7.1     143867     134180   7.2 
1990  March       65.8     67.0   -1.8    47.92   46.96     2.0    248961     223975  11.2     163912     150140   9.2 
1990  April       62.8     67.0   -6.3    48.27   48.13      .3    240930     220680   9.2     151276     147841   2.3 
1990  May         60.5     62.1   -2.6    48.21   45.93     5.0    248961     228036   9.2     150566     141546   6.4 
1990  June        65.8     66.9   -1.6    48.77   45.25     7.8    240930     226560   6.3     158493     151556   4.6 
1990  July        63.4     64.0    -.9    47.39   45.77     3.5    248961     234112   6.3     157961     149765   5.5 
1990  August      65.5     65.8    -.5    47.69   46.01     3.7    251813     234112   7.6     165045     154154   7.1 
1990  September   67.7     66.7    1.5    47.15   46.15     2.2    245100     226560   8.2     166035     151088   9.9 
1990  October     64.2     65.7   -2.3    48.55   47.32     2.6    253270     234112   8.2     162623     153709   5.8 
1990  November    57.7     63.0   -8.4    48.42   46.74     3.6    248310     226560   9.6     143188     142735    .3 
1990  December    53.0     58.7   -9.7    47.34   45.08     5.0    261330     234112  11.6     138626     137445    .9 
                  -----------------------------------------------------------------------------------------------------
      TOTAL 1990  62.6     64.6   -3.1    48.01   46.86     2.5   2944990    2715094   8.5    1844716    1752899   5.2 

     ROOM SAMPLE PERCENT - 47.6%     Number of Sample Properties -   32  Number of Census Properties -  97

1991  January     56.5     59.7   -5.4    48.88   48.19     1.4    262260     239816   9.4     148121     143124   3.5 
1991  February    59.1     66.4  -11.0    48.03   48.31     -.6    236880     216608   9.4     139970     143867  -2.7 
1991  March       59.3     65.8   -9.9    47.91   47.92     -.0    262260     248961   5.3     155624     163912  -5.1 
1991  April       59.3     62.8   -5.6    49.12   48.27     1.8    253800     240930   5.3     150484     151276   -.5 
1991  May         58.5     60.5   -3.3    48.37   48.21      .3    262260     248961   5.3     153505     150566   2.0 
1991  June        58.4     65.8  -11.2    48.84   48.77      .1    253800     240930   5.3     148105     158493  -6.6 
1991  July        58.9     63.4   -7.1    47.80   47.39      .9    262260     248961   5.3     154451     157961  -2.2 
1991  August      65.0     65.5    -.8    47.80   47.69      .2    262260     251813   4.1     170586     165045   3.4 
1991  September   59.2     67.7  -12.6    49.05   47.15     4.0    253800     245100   3.5     150206     166035  -9.5 
1991  October     58.7     64.2   -8.6    46.71   48.55    -3.8    262260     253270   3.5     154051     162623  -5.3 
1991  November    54.9     57.7   -4.9    48.01   48.42     -.8    253800     248310   2.2     139331     143188  -2.7 
1991  December    50.4     53.0   -4.9    46.98   47.34     -.8    262260     261330    .4     132290     138626  -4.6 
                  -----------------------------------------------------------------------------------------------------
TOTAL 1991        58.2     62.6   -7.0    48.13   48.01      .2   3087900    2944990   4.9    1796724    1844716  -2.6 

     ROOM SAMPLE PERCENT -  43.4%         Number of Sample Properties -  28      Number of Census Properties -  98

<CAPTION>
                       ROOM REVENUE                
                                                   
                       CURRENT     PRIOR   %       
YEAR MONTH             YEAR        YEAR    CHNG    
- ---- --------------  ---------   --------  ------
<C>                  <C>          <C>          <C> 
1990  January        6897795      6927497     -.4  
1990  February       6950142      6633685     4.8  
1990  March          7855303      7050210    11.4  
1990  April          7302726      7114913     2.6  
1990  May            7258587      6501045    11.7  
1990  June           7729650      6857701    12.7  
1990  July           7486107      6854903     9.2  
1990  August         7870398      7093090    11.0  
1990  September      7828767      6972690    12.3  
1990  October        7895383      7273637     8.5  
1990  November       6933043      6670847     3.9  
1990  December       6562068      6195406     5.9  
                     ------------------------------
      TOTAL 1990    88569969     82145624     7.8  

                     
1991  January        7239725      6897795     5.0  
1991  February       6722727      6950142    -3.3  
1991  March          7455619      7855303    -5.1  
1991  April          7391065      7302726     1.2  
1991  May            7424290      7258587     2.3  
1991  June           7232823      7729650    -6.4  
1991  July           7382093      7486107    -1.4  
1991  August         8154554      7870398     3.6  
1991  September      7368252      7828767    -5.9  
1991  October        7195125      7895383    -8.9  
1991  November       6689132      6933043    -3.5  
1991  December       6215078      6562068    -5.3  
                     ------------------------------
Total 1991          86470483     88569969    -2.4  
</TABLE>
<PAGE>

                                     Los Angeles East
                               JANUARY 1989 SEPTEMBER 1996
SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                   OCCUPANCY              ROOM RATE               ROOM SUPPLY                 ROOM DEMAND              
                  --------------------    ---------------------   -----------------------     -------------------------
                  CURRENT  PRIOR  %       CURRENT PRIOR    %       CURRENT   PRIOR    %        CURRENT   PRIOR      %   
YEAR MONTH        YEAR     YEAR   CHNG    YEAR    YEAR     CHNG    YEAR      YEAR     CHNG     YEAR      YEAR       CHNG
- ----------        ----     ----   ----    ----    ----     ----    ----      ----     ----     ----      ----       ----
<S>               <C>      <C>     <C>    <C>     <C>       <C>    <C>        <C>      <C>     <C>        <C>      <C> 

1992 January      49.5     56.5  -12.4    50.05   48.88     2.4    262260     262260    .0     129854     148121  -12.3   
1992 February     54.1     59.1   -8.5    49.66   48.03     3.4    236880     236880    .0     128127     139970   -8.5   
1992 March        54.5     59.3   -8.1    50.16   47.91     4.7    262260     262260    .0     142944     155624   -8.1   
1992 ApriL        54.5     59.3   -8.1    49.20   49.12     2      253800     253800    .0     138414     150484   -8.0   
1992 May          54.2     58.5   -7.4    49.85   48.37     3.1    269917     262260   2.9     146230     153505   -4.7   
1992 June         54.2     58.4   -7.2    49.38   48.84     1.1    261210     253800   2.9     141639     148105   -4.4   
1992 July         56.9     58.9   -3.4    48.36   47.80     1.2    269917     262260   2.9     153539     154451    -.6   
1992 August       57.1     65.0  -12.2    47.92   47.80      .3    269917     262260   2.9     153994     170586   -9.7   
1992 September    54.0     59.2   -8.8    48.69   49.05     -.7    261210     253800   2.9     140997     150206   -6.1   
1992 October      57.2     58.7   -2.6    48.61   46.71     4.1    269917     262260   2.9     154463     154051     .3   
1992 November     51.8     54.9   -5.6    47.13   48.01    -1.8    261210     253800   2.9     135409     139331   -2.8   
1992 December     46.8     50.4   -7.1    48.09   46.98     2.4    269917     262260   2.9     126427     132290   -4.4   
                  --------------------------------------------------------------------------------------------------------
TOTAL 1992        53.7     58.2   -7.7    48.92   48.13     1.6   3148415    3087900   2.0    1692037    1796724   -5.8   

     ROOM SAMPLE PERCENT - 54.7%     Number of Sample Properties -  40       Number of Census Properties -    99

1993  January     51.6     49.5    4.2    51.74   50.05     3.4    269917     262260   2.9     139342     129854   7.3    
1993  February    55.2     54.1    2.0    51.35   49.66     3.4    243796     236880   2.9     134637     128127   5.1    
1993  March       51.6     54.5   -5.3    49.71   50.16     -.9    269917     262260   2.9     139152     142944  -2.7    
1993  April       50.9     54.5   -6.6    48.28   49.20     1.9    261210     253800   2.9     132911     138414  -4.0    
1993  May         51.2     54.2   -5.5    49.17   49.85    -1.4    269917     269917    .0     138190     146230  -5.5    
1993  June        53.7     54.2    -.9    49.48   49.38      .2    261210     261210    .0     140206     141639  -1.0    
1993  July        51.9     56.9   -8.8    48.58   48.36      .5    269917     269917    .0     140175     153539  -8.7    
1993  August      56.8     57.1    -.5    47.63   47.92     -.6    269917     269917    .0     153238     153994   -.5    
1993  September   51.9     54.0   -3.9    48.67   48.69     -.0    261210     261210    .0     135554     140997  -3.9    
1993  October     53.1     57.2   -7.2    50.29   48.61     3.5    269917     269917    .0     143289     154463  -7.2    
1993  November    50.6     51.8   -2.3    50.41   47.13     7.0    261210     261210    .0     132235     135409  -2.3    
1993  December    44.2     46.8   -5.6    49.56   48.09     3.1    269917     269917    .0     119299     126427  -5.6    
                  --------------------------------------------------------------------------------------------------------
TOTAL 1993        51.9     53.7   -3.4    49.56   48.92     1.3   3178055    3148415    .9    1648228    1692037  -2.6  

     ROOM SAMPLE PERCENT - 56.5%         Number of Sample Properties - 41         Number of Census Properties -  99

<CAPTION>
                       ROOM REVENUE                 
                                                    
                      CURRENT     PRIOR   %        
YEAR MONTH            YEAR        YEAR    CHNG     
- ---- --------------  ---------   --------  ------   
<S>  <C>            <C>          <C>      <C>
1992 January         6499596      7239725 -10.2   
1992 February        6363045      6722727  -5.4   
1992 March           7170071      7455619  -3.8   
1992 ApriL           6809884      7391065  -7.9   
1992 May             7290091      7424290  -1.8   
1992 June            6994378      7232823  -3.3   
1992 July            7425026      7382093    .6   
1992 August          7379152      8154554  -9.5   
1992 September       6865308      7368252  -6.8   
1992 October         7508902      7195125   4.4   
1992 November        6381322      6689132  -4.6   
1992 December        6080488      6215078  -2.2   
                   -------------------------------
TOTAL 1992          82767263     86470483  -4.3   

1993  January      7209263        6499596   10.9 
1993  February     6913714        6363045    8.7 
1993  March        6916753        7170071   -3.5 
1993  April        6416422        6809884   -5.8 
1993  May          6794951        7290091   -6.8 
1993  June         6937808        6994378    -.8 
1993  July         6809282        7425026   -8.3 
1993  August       7298101        7379152   -1.1 
1993  September    6597647        6865308   -3.9 
1993  October      7206505        7508902   -4.0 
1993  November     6665831        6381322    4.5 
1993  December     5912625        6080488   -2.8 
                   ------------------------------
Total 1993        81678902      82767263    -1.3 
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                     Los Angeles East
                               JANUARY 1989 SEPTEMBER 1996

                   OCCUPANCY              ROOM RATE               ROOM SUPPLY                 ROOM DEMAND
                  --------------------    ---------------------   -----------------------     -------------------------
                  CURRENT  PRIOR    %     CURRENT PRIOR   %       CURRENT   PRIOR    %        CURRENT   PRIOR      %
YEAR MONTH        YEAR     YEAR   CHNG    YEAR    YEAR    CHNG    YEAR      YEAR     CHNG     YEAR      YEAR       CHNG 
- ---- -----        ----     ----   ----    ----    ----    ----    ----      ----     ----     ----      ----       ----    
<S>               <C>      <C>     <C>    <C>     <C>       <C>    <C>        <C>      <C>     <C>        <C>      <C>  
1994  January     50.1     51.6   -2.9    51.07   51.74    -1.3    271126     269917    .4     135797     139342  -2.5   
1994  February    59.5     55.2    7.8    51.14   51.35     -.4    244888     243796    .4     145785     134637   8.3   
1994  March       54.5     51.6    5.6    51.73   49.71     4.1    271126     269917    .4     147888     139152   6.3   
1994  April       56.6     50.9   11.2    51.16   48.28     6.0    262380     261210    .4     148549     132911  11.8   
1994  May         56.3     51.2   10.0    51.12   49.17     4.0    271126     269917    .4     152643     138190  10.5   
1994  June        56.7     53.7    5.6    51.85   49.48     4.8    262380     261210    .4     148697     140206   6.1   
1994  July        59.2     51.9   14.1    53.49   48.58    10.1    271126     269917    .4     160407     140175  14.4   
1994  August      59.1     56.8    4.0    49.97   47.63     4.9    271126     269917    .4     160126     153238   4.5   
1994  September   56.4     51.9    8.7    49.50   48.67     1.7    262380     261210    .4     147853     135554   9.1   
1994  October     57.3     53.1    7.9    50.25   50.29     -.1    271126     269917    .4     155403     143289   8.5   
1994  November    52.0     50.6    2.8    49.23   50.41    -2.3    262380     261210    .4     136482     132235   3.2   
1994  December    50.2     44.2   13.6    49.39   49.56     -.3    271126     269917    .4     136059     119299  14.0   
                  -------------------------------------------------------------------------------------------------------
TOTAL 1994        55.6     51.9    7.1    50.86   49.56     2.6   3192290    3178055    .4    1775689    1648228   7.7   

ROOM SAMPLE PERCENT - 59.7%     Number of Sample Properties - 45      Number of Census Properties   100

1995  January     52.9     50.1    5.6    52.47   51.07     2.7    271126     271126    .0     143317     135797   5.5   
1995  February    57.0     59.5   -4.2    51.06   51.14     -.2    244888     244888    .0     139521     145785  -4.3 
1995  March       55.6     54.5    2.0    51.33   51.73     -.8    271126     271126    .0     150879     147888   2.0   
1995  April       52.4     56.6   -7.4    51.67   51.16     1.0    262380     262380    .0     137418     148549  -7.5   
1995  May         56.8     56.3     .9    51.16   51.12      .1    271126     271126    .0     154108     152643   1.0   
1995  June        55.7     56.7   -1.8    50.51   51.85    -2.6    262380     262380    .0     146171     148697  -1.7   
1995  July        55.7     59.2   -5.9    49.83   53.49    -6.8    271126     271126    .0     150961     160407  -5.9   
1995  August      60.3     59.1    2.0    50.02   49.97      .1    271126     271126    .0     163398     160126   2.0   
1995  September   57.7     56.4    2.3    49.28   49.50     -.4    262380     262380    .0     151333     147853   2.4   
1995  October     56.3     57.3   -1.7    51.67   50.25     2.8    271126     271126    .0     152579     155403  -1.8   
1995  November    51.4     52.0   -1.2    50.56   49.23     2.7    262380     262380    .0     134872     136482  -1.2   
1995  December    46.1     50.2   -8.2    51.44   49.39     4.2    271126     271126    .0     124912     136059  -8.2   
                  -------------------------------------------------------------------------------------------------------
      TOTAL 1995  54.8     55.6   -1.4    50.89   50.86      .1   3192290    3192290    .0    1749469    1775689  -1.5   

      ROOM SAMPLE PERCENT - 54.8%   Number of Sample Properties - 41         Number of Census Properties -     100

<CAPTION>
                       ROOM REVENUE                
                                                   
                         CURRENT      PRIOR      % 
YEAR MONTH               YEAR         YEAR       CHNG  
- ---- --------------     ---------     --------  ------  
<S>  <C>                 <C>          <C>        <C>   
1994  January            6935347      7209263    -3.8  
1994  February           7456167      6913714     7.8  
1994  March              7649560      6916753    10.6  
1994  April              7600218      6416422    18.4  
1994  May                7803554      6794951    14.8  
1994  June               7710168      6937808    11.1  
1994  July               8580802      6809282    26.0  
1994  August             8000759      7298101     9.6  
1994  September          7319213      6597647    10.9  
1994  October            7808735      7206505     8.4  
1994  November           6719074      6665831      .8  
1994  December           6719564      5912625    13.6  
                        -------------------------------
TOTAL 1994              90303161     81678902    10.6  
                                                       
1995  January            7519827      6935347     8.4  
1995  February           7124206      7456167    -4.5  
1995  March              7744925      7649560     1.2  
1995  April              7100040      7600218    -6.6  
1995  May                7884149      7803554     1.0  
1995  June               7382768      7710168    -4.2  
1995  July               7521976      8580802   -12.3  
1995  August             8172531      8000759     2.1  
1995  September          7458274      7319213     1.9  
1995  October            7883165      7808735     1.0  
1995  November           6819287      6719074     1.5  
1995  December           6425416      6719564    -4.4  
                         ------------------------------
TOTAL 1995              89036564     90303161    -1.4  
                        
</TABLE>
<PAGE>

                                     Los Angeles East
                               JANUARY 1989 SEPTEMBER 1996
SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                  OCCUPANCY              ROOM RATE               ROOM SUPPLY                 ROOM DEMAND                   
                 --------------------    ---------------------   -----------------------     -------------------------     
                  CURRENT PRIOR     %     CURRENT PRIOR   %       CURRENT   PRIOR    %        CURRENT   PRIOR      %        
YEAR MONTH        YEAR    YEAR    CHNG    YEAR    YEAR    CHNG    YEAR      YEAR     CHNG     YEAR      YEAR       CHNG     
- ---- -----        ----    ----    ----    ----    ----    ----    ----      ----     ----     ----      ----       ----     
<S>               <C>      <C>     <C>    <C>     <C>       <C>    <C>        <C>      <C>     <C>        <C>      <C>      
1996  January     49.7     52.9   -6.0    52.96   52.47      .9    271126     271126    .0     134687     143317  -6.0   
1996  February    54.6     57.0   -4.2    52.84   51.06     3.5    244888     244888    .0     133807     139521  -4.1   
1996  March       55.8     55.6     .4    52.70   51.33     2.7    271126     271126    .0     151214     150879    .2   
1996  April       53.2     52.4    1.5    52.30   51.67     1.2    262380     262380    .0     139665     137418   1.6   
1996  May         56.3     56.8    -.9    52.02   51.16     1.7    271126     271126    .0     152758     154108   -.9   
1996  June        57.7     55.7    3.6    51.10   50.51     1.2    262380     262380    .0     151400     146171   3.6   
1996  July        59.6     55.7    7.0    50.96   49.83     2.3    271126     271126    .0     161509     150961   7.0   
1996  August      62.2     60.3    3.2    51.41   50.02     2.8    271126     271126    .0     168689     163398   3.2   
1996  September   59.9     57.7    3.8    52.24   49.28     6.0    262380     262380    .0     157052     151333   3.8   
                  -------------------------------------------------------------------------------------------------------
TOTAL 1996        56.6     56.0    1.1    52.02   50.79     2.4   2387658    2387655    .0    1350781    1337106   1.0   

     ROOM SAMPLE PERCENT - 52.7%     Number of Sample Properties -   39  Number of Census Properties -   100

<CAPTION>
                       ROOM REVENUE                      
                                                         
                         CURRENT      PRIOR      %       
YEAR MONTH               YEAR         YEAR       CHNG    
- ---- --------------     ---------     --------  ------   
<S>  <C>                 <C>          <C>        <C>     
1994  January           7132628      7519827    -5.1  
1994  February          7069953      7124206     -.8  
1994  March             7968624      7744925     2.9  
1994  April             7304282      7100040     2.9  
1994  May               7946329      7884149      .8  
1994  June              7736272      7382768     4.8  
1994  July              8231036      7521976     9.4  
1994  August            8672247      8172531     6.1  
1994  September         8203883      7458274    10.0  
                        ------------------------------
      TOTAL 1994        70265254     67908696    3.5  
</TABLE>

      SOURCE: SMITH TRAVEL RESEARCH - The information contained in this report
                                      is based upon independent surveys and
                                      research from sources considered reliable
                                      but no representation is made as to its
                                      completeness or accuracy. This information
                                      is in no way to be construed as a
                                      recommendation by Smith Travel Research of
                                      any industry standard and is intended
                                      solely for the internal purposes of your
                                      company and should not be published in any
                                      manner unless authorized by Smith Travel
                                      Research.
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN
                                Los Angeles East                11/07/96 Page: 1
                                                                Report #: Res-14

<TABLE>
<CAPTION>
                                                                                 Zip                                       
STR CODE      Name of Establishment                    City                ST    Code    Telephone        YEAR     ROOMS   
- ---------     -----------------------------------      ---------------     ----  -----  --------------    -----    ------- 
   <S>        <C>                                      <C>                 <C>   <C>    <C>   <C>         <C>       <C>    
     9501     EMBASSY SUITES ARCADIA/PASADEN           ARCADIA             CA    91006  (818) 445-8525    8403      194    
    19926     HAMPTON INN LOS ANGELES/ARCADI           ARCADIA             CA    91006  (818) 574-5600    8904      131    
    27410     RESIDENCE INN PASADENA/ARCADIA           ARCADIA             CA    91006  (818) 446-6500    8901      120    
     1913     BEST WESTERN WESTERNER INN               ARCADIA             CA    91007  (818) 447-3500    4600       69
     6267     MOTEL 6 ARCADIA/LA                       ARCADIA             CA    91007  (818) 446-2660               87    
    18257     SANTA ANITA INN                          ARCADIA             CA    91007  (818) 446-5211              112
    21281     TRAVELODGE DUARTE                        DUARTE              CA    91010  (818) 357-0907    8610       68    
    26199     RODEWAY INN DUARTE/LOS ANGELES           DUARTE              CA    91010  (818) 303-4544    8804       50    
    16259     HOLIDAY INN LOS ANGELES/MONROV           MONROVIA            CA    91016  (818) 357-1900    8607      174    
     2882     WYNDHAM GARDEN HOTEL MONROVIA            MONROVIA            CA    91016  (818) 357-5211              148    
    26443     OAK TREE INN                             MONROVIA            CA    91016  (818) 358-8981               56
    28860     COMFORT INN LOS ANGELES                  MONROVIA            CA    91016  (818) 358-0430    9401       39    
     7157     TRAVEL INN                               TUJUNGA             CA    91042  (818) 352-5951               26
    14458     TRAVEL INN                               AZUSA               CA    91702  (818) 966-7777    8801       60
    28727     HA' PENNY AZUSA                          AZUSA               CA    91702  (818) 339-3314              122
    28981     AZUZA INN MOTEL                          AZUSA               CA    91702  (818) 961-8829               40
     3945     CORPORATE INN                            AZUSA               CA    91702  (818) 969-8871               44
    25678     WESTERN INN                              AZUSA               CA    91702  (818) 969-7957               60
     1916     AZUSA INN                                AZUSA               CA    91702  (818) 969-4221    8300       60
    11150     MOTEL 6 BALDWIN PARK/LA                  BALDWIN PARK        CA    91706  (818) 960-5011    7900       75    
    28689     QUEENS MOTEL                             BALDWIN PARK        CA    91706  (818) 960-3816               60
    26757     MARRIOTT SAN GABRIEL                     BALDWIN PARK        CA    91706  (818) 962-6000    8906      196    
      610     TRAVELODGE BALDWIN PARK                  BALDWIN PARK        CA    91706  (818) 814-0808    9012      107    
     2886     HOWARD JOHNSON LODGE/CITY OF I           BALDWIN PARK        CA    91706  (818) 962-8761               69    
    11500     THE CLAREMONT INN                        CLAREMONT           CA    91711  (909) 626-2411    1000      270
    15821     TRAVELODGE CLAREMONT                     CLAREMONT           CA    91711  (909) 626-5654               52    
     2884     HOWARD JOHNSON LODGE/LA AREA             CLAREMONT           CA    91711  (909) 626-2431               62    
     7579     RAMADA CLAREMONT/POMONA                  CLAREMONT           CA    91711  (909) 621-4831              125    
    32068     SELECT SUITES                            COVINA              CA    91722  (818) 331-8850              130
    24414     EVERGREEN MOTEL                          COVINA              CA    91724  (818) 331-8899               26
     9502     EMBASSY SUITES COVINA/I-1O               COVINA              CA    91724  (818) 915-3441    8108      264    
    23920     GIBSON INN                               EL MONTE            CA    91731  (818) 579-0911    8606       35
     3935     BUDGET MOTEL                             EL MONTE            CA    91731  (818) 575-7997               39
    628.4     MOTEL 6 LA/EL MONTE                      EL MONTE            CA    91731  (818)448-6660                68    
    24098     VICTORY MOTEL                            EL MONTE            CA    91732  (818) 448-6228    6806       34
    33533     SUPER 8 EL MONTE                         EL MONTE            CA    91732  (818) 442-8354    8106       50
     7145     ECONOMY INN                              EL MONTE            CA    91732  (818) 443-4111               39
    28335     RAMADA EL MONTE SUITES                   SOUTH EL MONTE      CA    91733  (818) 350-9588    9011      107    

<CAPTION>
                                                   RESPONSE REPORT
                                                ---------1995---------    ----------------------- 1996 ---------------------------
STR CODE      Name of Establishment             SEP   OCT    NOV   DEC    JAN    FEB   MAR    APR   MAY    JUN   JUL    AUG    SEP
- ---------     --------------------------------- -----------------------------------------------------------------------------------
   <S>        <C>                                <C>   <C>    <C>   <C>    <C>    <C>   <C>    <C>   <C>    <C>   <C>    <C>    <C>
     9501     EMBASSY SUITES ARCADIA/PASADEN     X     X      X     X      X      X     X      X     X      X     X      X      X
    19926     HAMPTON INN LOS ANGELES/ARCADI     X     X      X     X      X      X     X      X     X      X     X      X      X
    27410     RESIDENCE INN PASADENA/ARCADIA     X     X      X     X      X      X     X      X     X      X     X      X      X
     1913     BEST WESTERN WESTERNER INN       
     6267     MOTEL 6 ARCADIA/LA                 X     X      X     X      X      X     X      X     X      X     X      X      X
    18257     SANTA ANITA INN                  
    21281     TRAVELODGE DUARTE                  X     X      X     X                          X     X      X     X      X      X
    26199     RODEWAY INN DUARTE/LOS ANGELES     X     X      X     X      X            X      X     X      X     X      X      X
    16259     HOLIDAY INN LOS ANGELES/MONROV     X     X      X     X      X      X     X      X     X      X     X      X      X
     2882     WYNDHAM GARDEN HOTEL MONROVIA      X     X      X     X      X      X     X      X     X      X     X      X      X
    26443     OAK TREE INN                     
    28860     COMFORT INN LOS ANGELES            X     X      X            X      X     X      X     X      X     X      X      X
     7157     TRAVEL INN                       
    14458     TRAVEL INN                       
    28727     HA' PENNY AZUSA                  
    28981     AZUZA INN MOTEL                  
     3945     CORPORATE INN                    
    25678     WESTERN INN                      
     1916     AZUSA INN                        
    11150     MOTEL 6 BALDWIN PARK/LA            X     X      X     X      X      X     X      X     X      X     X      X      X
    28689     QUEENS MOTEL                     
    26757     MARRIOTT SAN GABRIEL               X     X      X     X      X      X     X      X     X      X     X      X      X
      610     TRAVELODGE BALDWIN PARK            X     X      X     X                          X     X      X     X      X      X
     2886     HOWARD JOHNSON LODGE/CITY OF I     X     X      X
    11500     THE CLAREMONT INN                
    15821     TRAVELODGE CLAREMONT               X     X      X     X                          X     X      X     X      X      X
     2884     HOWARD JOHNSON LODGE/LA AREA       X     X      X     X      X      X     X      X     X      X     X      X      X
     7579     RAMADA CLAREMONT/POMONA            X     X      X     X      X      X     X      X     X      X     X      X      X
    32068     SELECT SUITES                    
    24414     EVERGREEN MOTEL                  
     9502     EMBASSY SUITES COVINA/I-1O         X     X      X     X      X      X     X      X     X      X     X      X      X
    23920     GIBSON INN                       
     3935     BUDGET MOTEL                     
    628.4     MOTEL 6 LA/EL MONTE                X     X      X     X      X      X     X      X     X      X     X      X      X
    24098     VICTORY MOTEL                    
    33533     SUPER 8 EL MONTE                 
     7145     ECONOMY INN                      
    28335     RAMADA EL MONTE SUITES             X     X      X     X      X      X     X      X     X      X     X      X      X
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN
                                Los Angeles East                11/07/96 Page: 2
                                                RESPONSE REPORT Report #: Res-14

<TABLE>
<CAPTION>
                                                                                 Zip                                        
STR CODE      Name of Establishment                    City                ST    Code    Telephone        YEAR     ROOMS    
- ---------     -----------------------------------      ---------------     ----  -----  --------------    -----    -------  
   <S>        <C>                                      <C>                 <C>   <C>    <C>   <C>         <C>       <C>     
    24117     SIERRA MOTEL                             EL MONTE            CA    91733  (818) 350-3313    7206       56
    24115     PENNY LODGE                              EL MONTE            CA    91733  (818) 579-4490    7606       66
    24116     TOP TEN MOTEL                            EL MONTE            CA    91733  (818) 575-8586    7606       57
    15828     20TH CENTURY MOTOR LODGE                 GLENDORA            CA    91740  (909) 335-3348               22
    32067     20TH CNETURY MOTOR LODGE                 GLENDORA            CA    91740  (818) 335-3348               22
     3947     COMFORT INN LOS ANGELES                  GLENDORA            CA    91740  (818) 963-9361               38     
    16697     TRAVELODGE LA PUENTE                     LA PUENTE           CA    91744  (818) 918-2315    9012       46     
    29062     LA PUENTE INN                            LA PUENTE           CA    91744  (818) 330-2662               34
    28983     HACIENDA INN MOTEL                       LA PUENTE           CA    91744  (818) 333-8991               30
     1304     SHERATON HOTEL INDUSTRY HILLS            LE PUENTE           CA    91744  (818) 965-0861              294     
     5901     MOTEL 6 HACIENDA HEIGHTS/LA              HACIENDA HEIGHTS    CA    91745  (818) 968-9462              154     
    27510     COURTYARD HACIENDA HEIGHTS               HACIENDA HEIGHTS    CA    91745  (818) 965-1700    9003      149     
     8875     BEST WESTERN EXECUTIVE INN               ROWLAND HEIGHTS     CA    91748  (818) 810-1818    8803      134
    11161     MOTEL 6 LA/ROWLAND HEIGHTS               ROWLAND HEIGHTS     CA    91748  (818) 964-5333    8100      125     
    24746     MORGAN HILL INN                          MONTEREY PARK       CA    91754  (818) 779-1900               23
     2008     BEST WESTERN MONTEREY PARK INN           MONTEREY PARK       CA    91754  (818) 289-5090    7800       55
     3952     CONON INN                                MONTEREY PARK       CA    91754  (818) 263-9888               54
     4773     GARFIELD INN                             MONTEREY PARK       CA    91754  (818) 728-6688               30
    24747     GRAND INN                                MONTEREY PARK       CA    91755  (818) 307-1071               40
     7178     LINCOLN PLAZA HOTEL                      MONTEREY PARK       CA    91755  (818) 571-8818              145
     3953     GARVEY INN                               MONTEREY PARK       CA    91755  (818) 280-8989               40
     2009     DAYS INN LA/NEW CHINA TOWN               MONTEREY PARK       CA    91755  (213) 728-8444    8400       90     
    26681     BEST WESTERN DIAMOND BAR                 DIAMOND BAR         CA    91765  (909) 860-3700    8811       96
    27389     RADISSON INN DIAMOND BAR/L A             DIAMOND BAR         CA    91765  (909) 860-5440    9001      184     
     5918     MOTEL 6 POMONA/LA                        POMONA              CA    91766  (909) 591-1871    8500      120     
     7205     POMONA LODGE                             POMONA              CA    91767  (909) 629-5296               26
    25426     STARDUST MOTEL                           POMONA              CA    91767  (909) 624-7531               21
    32063     SELECT SUITES                            POMONA              CA    91767  (909) 626-0211               60
    11077     AMERICANA INN                            POMONA              CA    91767  (909) 593-7617              126     
    32066     KELLOGG WEST HOTEL CC                    POMONA              CA    91768  (909) 869-2222               87
    19616     LEMON TREE MOTEL                         POMONA              CA    91768  (909) 623-6404               67
    25372     SHERATON HOTEL FAIRPLEIC                 POMONA              CA    91768  (909) 622-2220    9205      247     
    22331     SHILO INN POMOMA HILLTOP SUITE           POMONA              CA    91768  (909) 598-7666              129
    11197     SHILO INN POMONA HOTEL                   POMONA              CA    91768  (909) 598-0073    8500      160
     6324     MOTEL 6 LA/ROSEMEAD                      ROSEMEAD            CA    91770  (818) 572-6076              130     
     8226     ROSEMEAD INN                             ROSEMEAD            CA    91770  (818) 288-9801               53
    21818     FRIENDLY INN                             ROSEMEAD            CA    91770  (818) 280-0501    8710       50
    24671     GOLDEN WEST MOTEL                        ROSEMEAD            CA    91770  (818) 285-9933               50

<CAPTION>
                                                    RESPONSE REPORT
                                                 ---------1995---------    ----------------------- 1996 ---------------------------
STR CODE      Name of Establishment              SEP   OCT    NOV   DEC    JAN    FEB   MAR    APR   MAY    JUN   JUL    AUG    SEP
- ---------     ---------------------------------- -----------------------------------------------------------------------------------
   <S>        <C>                                 <C>   <C>    <C>   <C>    <C>    <C>   <C>    <C>   <C>    <C>   <C>    <C>    <C>
    24117     SIERRA MOTEL                       
    24115     PENNY LODGE                        
    24116     TOP TEN MOTEL                      
    15828     20TH CENTURY MOTOR LODGE           
    32067     20TH CNETURY MOTOR LODGE           
     3947     COMFORT INN LOS ANGELES             X     X      X     X      X      X     X      X     X      X     X      X      X
    16697     TRAVELODGE LA PUENTE                X     X      X     X                          X     X      X     X      X      X
    29062     LA PUENTE INN                      
    28983     HACIENDA INN MOTEL                 
     1304     SHERATON HOTEL INDUSTRY HILLS       X     X      X     X      X      X     X      X     X      X     X      X      X
     5901     MOTEL 6 HACIENDA HEIGHTS/LA         X     X      X     X      X      X     X      X     X      X     X      X      X
    27510     COURTYARD HACIENDA HEIGHTS          X     X      X     X      X      X     X      X     X      X     X      X      X
     8875     BEST WESTERN EXECUTIVE INN         
    11161     MOTEL 6 LA/ROWLAND HEIGHTS          X     X      X     X      X      X     X      X     X      X     X      X      X
    24746     MORGAN HILL INN                    
     2008     BEST WESTERN MONTEREY PARK INN     
     3952     CONON INN                          
     4773     GARFIELD INN                       
    24747     GRAND INN                          
     7178     LINCOLN PLAZA HOTEL                
     3953     GARVEY INN                         
     2009     DAYS INN LA/NEW CHINA TOWN          X     X      X     X      X      X     X      X     X      X     X      X      X
    26681     BEST WESTERN DIAMOND BAR           
    27389     RADISSON INN DIAMOND BAR/L A        X     X      X     X      X      X     X      X     X      X     X      X      X
     5918     MOTEL 6 POMONA/LA                   X     X      X     X      X      X     X      X     X      X     X      X      X
     7205     POMONA LODGE                       
    25426     STARDUST MOTEL                     
    32063     SELECT SUITES                      
    11077     AMERICANA INN                       X
    32066     KELLOGG WEST HOTEL CC              
    19616     LEMON TREE MOTEL                   
    25372     SHERATON HOTEL FAIRPLEIC            X     X      X     X      X      X     X      X     X      X     X      X      X
    22331     SHILO INN POMOMA HILLTOP SUITE     
    11197     SHILO INN POMONA HOTEL             
     6324     MOTEL 6 LA/ROSEMEAD                 X     X      X     X      X      X     X      X     X      X     X      X      X
     8226     ROSEMEAD INN                       
    21818     FRIENDLY INN                       
    24671     GOLDEN WEST MOTEL                  
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN
                                Los Angeles East                11/07/96 Page: 3
                                                RESPONSE REPORT Report #: Res-14

<TABLE>
<CAPTION>
                                                                                 Zip                                       
STR CODE      Name of Establishment                    City                ST    Code    Telephone        YEAR     ROOMS   
- ---------     -----------------------------------      ---------------     ----  -----  --------------    -----    ------- 
   <S>        <C>                                      <C>                 <C>   <C>    <C>   <C>         <C>       <C>    
    24673     BEST INN ROSEMEAD                        ROSEMEAD            CA    91770  (818) 571-6942               29
    10387     VAGABOND INN ROSEMEAD/LA AREA            ROSEMEAD            CA    91770  (818) 288-6661    7400      100    
    14361     TRAVELODGE ROSEMEAD EAST                 ROSEMEAD            CA    91770  (818) 571-5555    8806       56    
    32180     MOTEL VIP                                ROSEMEAD            CA    91770  (818) 571-6626               32
     4791     FLAMINGO INN MOTEL                       ROSEMEAD            CA    91770  (818) 571-0171    8400       40
    27388     SHERATON HOTEL ROSEMEAD                  ROSEMEAD            CA    91770  (213) 722-8800    9003      146    
     7187     HOLIDAY INN EXPRESS ROSEMEAD             ROSEMEAD            CA    91770  (213) 726-2227               70    
    11176     MOTEL 6 SAN DIMAS/LA                     SAN DIMAS           CA    91773  (909) 592-5631    8500      119    
    26322     COMFORT INN SUITES LOS ANGELES           SAN DIMAS           CA    91773  (909) 592-0500    8809       60    
     2013     RED ROOF INN SAN DIMAS                   SAN DIMAS           CA    91773  (909) 599-2362    8400      134    
     3957     QUALITY SAN GABRIEL                      SAN GABRIEL         CA    91776  (818) 285-0921               42    
    29553     GARDEN INN MOTEL                         SAN GABRIEL         CA    91776  (818) 285-8866               41
    27621     HOLIDAY INN EICPRESS WALNUT              WALNUT              CA    91789  (909) 594-9999    9008       92    
    27124     WAYSIDE MOTEL                            WEST COVINA         CA    91790  (818) 814-1940    8901       53
    11082     EICECUTIVE MOTOR LODGE                   WEST COVINA         CA    91790  (818) 962-7081              220
    12128     EL DORADO MOTOR INN                      WEST COVINA         CA    91791  (818) 331-6371               82
    19488     BEST WESTERN WEST COVINA HOTEL           WEST COVINA         CA    91791  (818) 915-1611    8707      126
    12178     HAMPTON INN LOS ANGELES/WEST C           WEST COVINA         CA    91791  (818) 967-5800    8805      127    
      155     HOLIDAY INN WEST COVINA/I-10 B           WEST COVINA         CA    91791  (818) 966-8311              134    
    27757     FIVE STAR INN                            WEST COVINA         CA    91791  (818) 331-3161    9009       47
    21523     COMFORT INN WEST COVINA                  WEST COVINA         CA    91791  (818) 915-6077               58    
     2006     BEST WESTERN ALHAMBRA INN                ALHAMBRA            CA    91801  (818) 284-5522    8300       58
    28270     DAYS INN ALAHAMBRA/LOS ANGELES           ALHAMBRA            CA    91801  (818) 308-0014    9101       30    
     3944     QUALITY LOS ANGELES                      ALHAMBRA            CA    91803  (818) 300-0003               72    
                                                                                                                   ----
                                                                                                                   8746

<CAPTION>
                                                ---------1995---------    ----------------------- 1996 ---------------------------
STR CODE      Name of Establishment             SEP   OCT    NOV   DEC    JAN    FEB   MAR    APR   MAY    JUN   JUL    AUG    SEP
- ---------     -------------------------------   -----------------------------------------------------------------------------------
   <S>        <C>                                <C>   <C>    <C>   <C>    <C>    <C>   <C>    <C>   <C>    <C>   <C>    <C>    <C>
    24673     BEST INN ROSEMEAD              
    10387     VAGABOND INN ROSEMEAD/LA AREA      X     X      X     X      X      X     X      X     X      X     X      X      X
    14361     TRAVELODGE ROSEMEAD EAST           X
    32180     MOTEL VIP                      
     4791     FLAMINGO INN MOTEL             
    27388     SHERATON HOTEL ROSEMEAD            X     X      X     X      X      X     X      X     X      X     X      X      X
     7187     HOLIDAY INN EXPRESS ROSEMEAD       X     X      X     X      X      X     X      X     X      X     X      X
    11176     MOTEL 6 SAN DIMAS/LA               X     X      X     X      X      X     X      X     X      X     X      X      X
    26322     COMFORT INN SUITES LOS ANGELES     X     X      X     X      X      X     X      X     X      X     X      X      X
     2013     RED ROOF INN SAN DIMAS             X     X      X     X      X      X     X      X     X      X     X      X      X
     3957     QUALITY SAN GABRIEL                X     X      X     X      X      X            X     X      X     X      X      X
    29553     GARDEN INN MOTEL               
    27621     HOLIDAY INN EICPRESS WALNUT        X     X      X     X      X      X     X            X      X     X      X
    27124     WAYSIDE MOTEL                  
    11082     EICECUTIVE MOTOR LODGE         
    12128     EL DORADO MOTOR INN            
    19488     BEST WESTERN WEST COVINA HOTEL 
    12178     HAMPTON INN LOS ANGELES/WEST C     X     X      X     X      X      X     X      X     X      X     X      X      X
      155     HOLIDAY INN WEST COVINA/I-10 B     X     X      X     X      X      X     X      X     X      X     X      X      X
    27757     FIVE STAR INN                  
    21523     COMFORT INN WEST COVINA            X     X      X     X      X      X     X      X     X      X     X      X
     2006     BEST WESTERN ALHAMBRA INN      
    28270     DAYS INN ALAHAMBRA/LOS ANGELES     X     X      X     X      X      X     X      X     X      X     X      X      X
     3944     QUALITY LOS ANGELES                X     X      X     X      X      X     X      X     X      X     X      X      X

                                             X - Denotes data received by Smith Travel Research.
</TABLE>



================================================================================


                                APPRAISAL REPORT
                                 SHILO INN HOTEL


                                   LOCATED AT
                               50 COMSTOCK STREET
                           RICHLAND, WASHINGTON 99352




                                      AS OF

                                DECEMBER 1, 1996





                                  Prepared for:
                                     KEYCORP
                           REAL ESTATE CAPITAL MARKETS
                          700 FIFTH AVENUE, 52nd FLOOR
                            SEATTLE, WASHINGTON 98104




                                  Prepared by:
                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106


================================================================================
<PAGE>

                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106
                            TELEPHONE: (818) 795-5087

December 9, 1996

Mr. David Thatcher
Senior Vice President
KeyCorp
Real Estate Capital Markets
700 Fifth Avenue, 52nd Floor
Seattle, Washington  98104

Re:   Appraisal Report of Shilo Inn
      50 Comstock Street
      Richland, Washington 99352

Dear Mr. Thatcher:

In conjunction with the above captioned appraisal report, we have conducted the
required investigation, gathered the necessary data, and made certain analyses
that were used in forming the opinion of the market value of the above
referenced property.

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral to secure a proposed
loan. This Report is intended to comply with the requirements of the Uniform
Standards of Professional Appraisal Practice (USPAP), as promulgated by the
Appraisal Standards Board of the Appraisal Foundation.

The purpose of this Report is to express our opinion of the market value of the
Property subject to the definitions of value, the assumptions and limiting
conditions and the certification contained in the attached Report. The Report:

      o     May be relied upon by Merrill Lynch Mortgage Capital Inc. in
            determining whether to make a loan(s) evidenced by a note ("Property
            Note") secured by the Property;

      o     May be relied upon by any purchaser in determining whether to
            purchase the Property Notes for these transactions from Merrill
            Lynch Mortgage Capital Inc.;

      o     May be relied upon by any Rating Agency in rating securities issued
            by Merrill Lynch Mortgage Capital Inc. and representing an interest
            in the Property Notes;

- ----------------------------------
<PAGE>

Mr. David Thatcher
December 9, 1996
Page -2-


o May be included with and referred to in materials offering the Property Notes
or an interest in the Property Notes for sale.

The subject property consists of five two-story hotel guest room buildings which
contains a total of 150 guest rooms and a one-story lobby, restaurant, cocktail
lounge, and meeting room building. The Shilo Inn complex has a ground floor area
of 54,570 square feet and a second floor area of 33,623 square feet, for a total
gross building area of 88,193 square feet. The mailing address is 50 Comstock
Street, in the city of Richland, Benton County, Washington 99352. The hotel is
situated on a corner parcel with frontage on Comstock Street and Bradley
Boulevard. The site also has frontage on the Columbia River. The site is leased
from the City of Richland under the terms of a 55-year ground lease that expires
on December 29, 2015. The original lease indicated an original parcel size of
12.678 acres. However, in December 1986, the ground lease was amended to
relinquish 1.596 acres back to the City of Richland. The hotel improvements were
completed in 1968 and underwent extensive interior renovation at a cost of
approximately $4,000,000, during 1995 and early 1996. The leasehold is owned and
operated by the Shilo Inn Hotel Group (Mark S. Hemstreet).

The subject property and comparables were last inspected November 7, 1996. Based
on the investigation and analysis outlined in the report and subject to the
assumptions and limiting conditions as set forth within the context of this
report, the estimated market value of the Leasehold Estate, as a going concern
with existing furniture, fixture and equipment, As Is, as of December 1, 1996
was:

                                   $7,800,000
                  SEVEN MILLION EIGHT HUNDRED THOUSAND DOLLARS

The report that follows sets forth the identification of the property, the
assumptions and limiting conditions, pertinent facts regarding the area and the
subject property, comparable data and the reasoning leading to the conclusions
set forth.

Sincerely,


/s/ M. Hammad

M. Hammad, MAI
Certified General Appraiser
CA No. AG002849
WA No. 446CA-T611


                                                                         Page ii
<PAGE>

50 Comstock Street, Richland, WA
- --------------------------------

                                TABLE OF CONTENTS

ASSUMPTIONS AND LIMITING CONDITIONS                                            V

SALIENT FACTS AND CONCLUSIONS                                                VII

SUBJECT PHOTOGRAPHS                                                            8

IDENTIFICATION OF THE PROPERTY                                                14

PURPOSE OF THE APPRAISAL                                                      14

FUNCTION OF THE APPRAISAL                                                     14

DATE OF VALUATION                                                             14

HISTORY AND OWNERSHIP                                                         15

SCOPE OF THE ASSIGNMENT                                                       16

MARKETING AND EXPOSURE PERIODS                                                16

AMERICAN DISABILITIES ACT COMPLIANCE                                          16

PROPERTY RIGHTS APPRAISED                                                     17

HAZARDOUS MATERIAL STATEMENT                                                  17

COMPETENCY PROVISION                                                          17

DEFINITIONS                                                                   18

REGIONAL OVERVIEW                                                             20

AREA DESCRIPTION                                                              25

HOTEL INDUSTRY OVERVIEW                                                       28

SITE DESCRIPTION                                                              35

PLAT MAP                                                                      41


                                                                             iii
- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

50 Comstock Street, Richland, WA
- --------------------------------

TABLE OF CONTENTS (CONTINUED)

IMPROVEMENT DESCRIPTION                                                       42

HIGHEST AND BEST USE ANALYSIS                                                 50

VALUATION                                                                     54

COST APPROACH                                                                 57

DIRECT COMPARISON APPROACH                                                    74

INCOME APPROACH                                                               88

RECONCILIATION AND FINAL VALUE CONCLUSIONS                                   107

CERTIFICATIONS                                                               109

APPRAISER'S QUALIFICATIONS

ADDENDA

Subject's Historical Operating Data
Ground Lease
Restaurant Lease
Smith Travel Research Hotel Operating Statistics
PKF Industry Standards


                                                                              iv
- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

50 Comstock Street, Richland, WA
- --------------------------------


                        Assumptions & Limiting Conditions

The analysis of the property is predicated upon the following assumptions and
conditions:

The date of value to which the opinions expressed in this report apply is set
forth in the letter of transmittal. The Appraiser assumes no responsibility for
economic or physical factors occurring at some later date which may affect the
opinions herein stated.

No opinion is intended to be expressed for legal matters or that would require
specialized investigation or knowledge beyond that ordinarily employed by real
estate appraisers, although such matters may be discussed in the report.

No opinion as to title is rendered. Data on ownership and the legal description
were obtained from sources generally considered reliable. Title is assumed to be
marketable and free and clear of all liens and encumbrances, easements, and
restrictions except those specifically discussed in the report.

The property is appraised assuming it to be under responsible ownership and
competent management and available for its highest and best use.

No engineering survey has been made by the Appraiser. Except as specifically
stated, data relative to size and area were taken from sources considered
reliable, and no encroachment of real property improvements is assumed to exist.

Maps, plats, and exhibits included herein are for illustration only, as an aid
in visualizing matters discussed within the report. They should not be
considered as surveys or relied upon for any other purpose.

No opinion is expressed as to the value of subsurface oil, gas, or mineral
rights and the property is not subject to surface entry for the exploration or
removal of such material except as expressly stated.

Testimony or attendance in court or at any other hearing is not required by
reason of rendering this appraisal unless such arrangements are made and
compensation is agreed in advance.

No soil studies covering the subject property were available to the Appraiser,
therefore, assumptions as to soil qualities employed in this report are not
conclusive but have been considered consistent with information available to the
Appraiser.

Earthquakes are not common in the area. No responsibility is assumed due to
their possible effects on individual properties unless detailed geological
reports are made available.

The property has been personally inspected by the appraisers so designated in
the Certification and have found no obvious evidence of structural deficiencies
except as stated in the report; however, no responsibility for hidden defects or
conformity to specific governmental requirements such as fire, building and
safety, earthquake, or occupancy codes can be assumed without provision of
specific professional or governmental inspections.

No consideration has been given in this appraisal to personal property located
on the premises unless specifically addressed within this report. Only real
property items have been considered unless specifically mentioned.


                                                                               v
- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

50 Comstock Street, Richland, WA
- --------------------------------


Assumptions & Limiting Conditions (continued)

The rental areas herein discussed have been calculated in accord with standards
developed by the American Standards Association as included in Real Estate
Terminology.

This report is based, in part, upon information assembled from a wide range of
sources. An impractical and uneconomic expenditure of time would be required in
attempting to furnish unimpeachable verification in all instances, particularly
as to market related information, therefore, the incorporated data cannot be
guaranteed.

The dollar amount of any value opinion herein rendered is based upon the
purchasing power of the United States dollar existing at the date of value.

The Appraiser reserves the right to make such adjustments to the valuation
herein reported as may be required by consideration of additional or more
reliable data that may become available.

In the event this report is placed in the hands of a third party, such party
must be made cognizant of any and all limiting conditions resulting from the
basis of our employment and discussions related thereto as well as those set
forth herein.

When improvements are labeled proposed or when development type properties are
concerned, the property has been appraised subject to certain assumptions as to
the quality and nature of the completed buildings, tenant improvements, land
improvements or infrastructure. The basis for these assumptions were provided by
the client, his representative, or government officials. Any deviation from
these specifications will render the conclusions, which are based on those
assumptions, useless and void.

Hazardous substances, if present within a facility, can introduce an actual or
potential liability that will adversely affect the marketability and value of
the facility. Such liability may be in the form of immediate recognition of
existing hazardous conditions requiring correction and the future obligation
that can stem from the release of currently non-hazardous contaminants, such as
asbestos fibers or toxic vapors from urea formaldehyde foam insulation, through
aging or building renovations. In the development of our opinion of value, no
consideration has been given to such liability or its impact on value. The
Appraiser is not qualified to make an investigation to determine the possible
presence of toxic materials requiring either immediate or future correction.
There are experts in this special field who can conduct such investigations and
provide guidance regarding the impact of toxic materials that may be present in
the subject property.

Disclosure of the contents of this appraisal report is governed by the bylaws
and regulations of the Appraisal Institute. Neither all nor any part of the
contents of this report (especially any conclusions as to value, the identity of
the appraisers or the firm with which they are connected, or any reference to
the Appraisal Institute or the MAI, SRPA, RM, SRA, or SREA designations) shall
be disseminated to the public through advertising media, public relations media,
news media, sales media, or any other public means of communication without the
prior written consent and approval of the undersigned.

Moreover, except for the fee paid us in its connection, we do not assume any
responsibility or liability for direct, indirect, incidental or consequential
damages whatsoever resulting from errors due to human fallibility or to computer
hardware or software.


                                                                              vi
- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

50 Comstock Street, Richland, WA
- --------------------------------

                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS

LOCATION:                            Shilo Inn
                                     50 Comstock Street
                                     Richland, Washington 99352

ASSESSOR'S PARCEL NO.:               8-1498-102-0564-00C (Improvements Only)

PROPERTY RIGHTS APPRAISED:           Leasehold Estate

OWNER OF RECORD:                     Mark S. Hemstreet (Leasehold)

PROPERTY TYPE:                       150 Unit One and Two-Story Hotel

ZONING:                              CR, Commercial Recreation, City of Richland

SITE AREA:                           11.08 Acres +/-

IMPROVEMENTS:                        The Shilo Inn consists of five two-story
                                     hotel room buildings and a one-story
                                     lobby, restaurant, and meeting room
                                     building that are configured around an
                                     outdoor swimming pool. The buildings are
                                     of average/good quality wood-frame
                                     construction that were completed in 1968
                                     and extensively remodeled in 1995 and
                                     early 1996. The facility has 150 guest
                                     rooms and contains a total gross building
                                     area of 88,193 square feet.

HIGHEST AND BEST USE:                As Vacant:   Commercial Development
                                     As Improved: As Currently Improved

VALUE CONCLUSIONS:
  Leasehold in Land:                 $2,900,000
  F, F & E:                          $450,000 ($3,000 per room)
  Cost Approach:                     $8,900,000
  Direct Sales Comparison:           $7,950,000
  Income Capitalization Approach:    $7,800,000

  Final Value Estimate (Leasehold)   $7,800,000

ESTIMATED MARKETING TIME:            Twelve Months

LAST DATE OF INSPECTION:             November 7, 1996

DATE OF VALUE:                       December 1, 1996


                                                                             vii
- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

50 Comstock Street, Richland, WA
- --------------------------------


                               SUBJECT PHOTOGRAPHS
================================================================================

                               [GRAPHIC OMITTED]


================================================================================
 View of Shilo Inn looking northeast from Comstock Street and Bradley Boulevard


================================================================================

                               [GRAPHIC OMITTED]


================================================================================
              View of south parking lot and hotel buildings C and D


                                                                               8
- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

50 Comstock Street, Richland, WA
- --------------------------------


================================================================================

                               [GRAPHIC OMITTED]


================================================================================
              View across east parking lot showing hotel Building E


================================================================================

                               [GRAPHIC OMITTED]


================================================================================
                West of back, or east side, of lobby, restaurant,
                         and banquet facility building.



                                                                               9
- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

50 Comstock Street, Richland, WA
- --------------------------------


================================================================================

                               [GRAPHIC OMITTED]


================================================================================
               View looking south across undeveloped back portion
                         of site showing Columbia River


================================================================================

                               [GRAPHIC OMITTED]


================================================================================
           View north across back part of site showing Columbia River


                                                                              10
- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

50 Comstock Street, Richland, WA
- --------------------------------


================================================================================

                               [GRAPHIC OMITTED]


================================================================================
                          View of swimming pool and spa


================================================================================

                               [GRAPHIC OMITTED]


================================================================================
           View of second floor walk-by of hotel guest room buildings


                                                                              11
- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

50 Comstock Street, Richland, WA
- --------------------------------


================================================================================

                               [GRAPHIC OMITTED]


================================================================================
                         View of guest registration deck


================================================================================

                               [GRAPHIC OMITTED]


================================================================================
                           View of typical guest room


                                                                              12
- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

50 Comstock Street, Richland, WA
- --------------------------------


================================================================================

                               [GRAPHIC OMITTED]


================================================================================
                              View in Jacuzzi suite
================================================================================


================================================================================

                               [GRAPHIC OMITTED]


================================================================================
           View of exercise room with sauna, steam room, and whirlpool


                                                                              13
- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

50 Comstock Street, Richland, WA
- --------------------------------


                         IDENTIFICATION OF THE PROPERTY

The subject property is a Shilo Inn hotel located at 50 Comstock Street, in
Richland, Benton County, Washington, 99352. The subject is situated on an
irregular shaped, corner site located with frontage on the north side of
Comstock Street and on the east side of Bradley Boulevard. The site also fronts
the west bank of the Columbia River. The hotel was completed in 1968 and
underwent a $4,000,000 renovation during 1995. The site contains approximately
11.08 acres that is leased from the City of Richland under the terms of a ground
lease that expires on December 29, 2015. The property is located one block east
of George Washington Way, the main arterial through downtown Richland.

Legal Description

No title report was provided for review by the appraisers. The legal description
used in this appraisal is taken from ground lease documents found in the
addendum. The Benton County Assessor's number is 8-1498-102-0564-00C, which
includes only the improvements. The Assessor's parcel number for the land is
1-1498-102-0564-008, however, since the site is owned by the City of Richland,
it is not assessed and no real estate taxes are accrued against the site.

                            PURPOSE OF THE APPRAISAL

The purpose of the appraisal is to express our opinion of the market value,
"As-Is" of the Leasehold Estate in the ground lease, of the going concern, in
the subject property, as of the stated appraisal date.

                            FUNCTION OF THE APPRAISAL

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral for a proposed loan for
its underwriting purposes. This appraisal is intended to comply with the
requirements of the Uniform Standards of Professional Appraisal Practice
(USPAP), as promulgated by the Appraisal Standards Board of the Appraisal.

      o     May be relied upon by KeyCorp and Merrill Lynch Mortgage Capital
            Inc. in determining whether to make a loan(s) evidenced by a note
            ("Property Note") secured by the Property;

      o     May be relied upon by any purchaser in determining whether to
            purchase the Property Notes for these transactions from Merrill
            Lynch Mortgage Capital Inc.;

      o     May be relied upon by any Rating Agency in rating securities issued
            by Merrill Lynch Mortgage Capital Inc. and representing an interest
            in the Property Notes;

      o     May be included with and referred to in materials offering the
            Property Notes or an interest in the Property Notes for sale.

                                DATE OF VALUATION

The date of valuation is December 1, 1996. The subject and the comparables were
last inspected on November 7, 1996.


                                                                              14
- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

50 Comstock Street, Richland, WA
- --------------------------------


                              HISTORY AND OWNERSHIP

In January 1961, the City of Richland leased a 12.678 acre parcel that includes
the subject to Richland Marina under the terms of a 55-year ground lease,
expiring on December 29, 2015. The lease includes one 44-year renewal option.
The ground lease calls for monthly lease payments of 1 percent of the total
monthly gross receipts of all businesses located on the site, not to exceed
$7,500 in any annual period. However, later modifications to the original lease
has modified this ceiling, and the current is $33,238 per year.

In early 1968, Richland Marina constructed the current hotel improvements on the
site. Richland Marina later assigned its leasehold interest to Merit Company.
The leasehold interest was later assigned to International Dunes Company. In
December 1986, the ground lease was modified to relinquish 1.596 acres of the
original 12.678 acre parcel back to the City of Richland. On October 1, 1987,
International Dunes Company entered into an agreement to assign the ground lease
to Mark S. Hemstreet, the owner and operator of Shilo Inns. The City of Richland
approved the assignment on December 22, 1987, and Mr. Hemstreet purchased the
leasehold improvements for $1,251,200 plus $288,800 for personal property, in a
sale recorded on January 27, 1988. During 1995, the property underwent major
renovation at a cost of approximately $4,000,000. The hotel includes a
restaurant and lounge that are operated and managed by an outside restaurant
management firm that also manages restaurants in other Shilo Inns. According to
the restaurant lease and the operating statements for the subject the restaurant
paid $32,430 in rent for 1995, and $37,097 for the trailing 12 months in 1996.


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50 Comstock Street, Richland, WA
- --------------------------------


                             SCOPE OF THE ASSIGNMENT

This appraisal has been made in accordance with the accepted techniques,
standards, methods and procedures as stated in the Uniform Standards of
Professional Appraisal Practice of the Appraisal Institute.

The value set forth herein was estimated after application and analysis by the
Direct Sales Comparison Approach to value and an Income Approach analysis using
capitalization and discounting methods.

The appraiser researched the market for sales of vacant land similar to the
subject's land. This was used in valuation of the leased fee interest in the
land to arrive at the leasehold interest in the land which was added to the
estimated depreciated cost to build the improvements to arrive at a reasonable
Cost Approach to value. The subject market area was surveyed to obtain an
indication of overall market rents, typical expenses and occupancy levels, in
order to analyze the subject income stream for the Income Approach to value.
Additionally, sales of improved properties similar to the subject property were
analyzed to determine both the demand for and to estimate market value of the
subject property. The ground lease was accounted for in all approaches by
deducting the leased fee estate in the Sales Comparison Approach and by
deducting the ground rent obligation in the Income Approach. The three
approaches were correlated to arrive at a final value. This is a complete
appraisal/self contained report. All the data gathered was verified and adjusted
according to superiority or inferiority relative to the subject property in
order to obtain a value indication for the subject property.

                         MARKETING AND EXPOSURE PERIODS

According to Korpacz Real Estate Investor Survey, First Quarter 1996, the
average marketing time for national investment property is 9.89 months as
compared to 11.01 months a year prior. According to CB Commercial Investor
Survey, First Quarter 1996, the marketing time for hotels ranges between 6-18
months and averages 8.4 months. Sales used in our market approach analysis
indicate a range between 1 and 12 months marketing time. Hotel and motel brokers
indicate that properties similar to the subject are expected to have marketing
periods of approximately 9 to 12 months. This appraisal is based on a 12 month
marketing period. Exposure period is a retrospective indication of market time
and for the subject property is estimated to be the same as the marketing
period.

                      AMERICAN DISABILITIES ACT COMPLIANCE

The subject property is appraised without a specific compliance survey having
been constructed to determine if the property is or is not in conformance with
the requirements of the Americans with Disabilities Act (ADA). The presence of
architectural and communications barriers that are structural in nature that
would restrict access by disabled individuals may adversely affect the
property's value, marketability or utility.


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50 Comstock Street, Richland, WA
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                            PROPERTY RIGHTS APPRAISED

The rights in realty are typically identified with respect to properties such as
the subject are the Fee Simple, Leased Fee, and Leasehold Estate. These are
defined as follows:(1)

Fee Simple Estate: An absolute fee; a fee without limitations to any particular
class of heirs or restrictions, but subject to the limitations of eminent
domain, escheat, police power and taxation. An inheritable estate.

Leased Fee Estate: A property held in fee with the right of use and occupancy
conveyed by lease to others. A property consisting of the right to receive
rentals over a period of time, plus the right of ultimate repossession at the
termination of the lease.

Leasehold Estate: A property held under tenure of lease. The right of use and
occupancy of real property by virtue of a lease agreement. The right of a lessee
to use and enjoy real estate for a stated term and upon certain conditions, such
as the payment of rent.

The property rights appraised within the context of this report are described as
the Leasehold Estate.

                          HAZARDOUS MATERIAL STATEMENT

In this appraisal assignment, unless otherwise stated, the existence of
potentially hazardous material used in the construction or maintenance of the
building, such as the presence of toxic waste, which may or may not be present
on the property, was not observed by the appraiser; nor do we have any knowledge
of the existence of such materials on or in the property. The appraiser is not
qualified to detect such substances. The presence of potentially hazardous
insulation may have an effect on the value of the property. The value estimate
is predicated on the assumption that there is no such material on or in the
property that would cause a loss in value. No responsibility is assumed for any
such conditions, or for engineering or scientific knowledge required to discover
such materials. The client is urged to retain an expert in this field, if so
desired.

                              COMPETENCY PROVISION

We attest that the writer of this report has attained a level of competency
necessary to complete the assignment in a diligent manner, utilizing all the
commonly recognized analysis techniques considered normal for a prudent
evaluation effort. The reader is referred to the appraisers' qualifications in
the addenda for further confirmation of the appraisers' training and background.

- ----------
(1) Real Estate Terminology; American Institute of Real Estate Appraisers; Burl
N. Boyce, Ph.D.; Ballinger Company; 1975.


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50 Comstock Street, Richland, WA
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Definitions

"(2) 'Market value'(2) means:

      (i) The most probable price which a property should bring in a competitive
      and open market under all conditions requisite to a fair sale, the buyer
      and seller, each acting prudently, knowledgeably and assuming the price is
      not affected by undue stimulus. Implicit in this definition is the
      consummation of a sale as of a specified date and the passing of title
      from seller to buyer under conditions whereby:

            A.    buyer and seller are typically motivated;

            B.    both parties are well informed or well advised, and each
                  acting in what he considers his own best interest;

            C.    a reasonable time is allowed for exposure in the open market;

            D.    payment is made in terms of cash in US dollars or in terms of
                  financial arrangements comparable thereto; and

            E.    the price represents a normal consideration for the property
                  sold unaffected by special or creative financing or sales
                  concessions granted by anyone associated with the sale.

(ii) Adjustments to the comparables must be made for special or creative
financing or sales concessions. No adjustments are necessary for those costs
that are normally paid by sellers as a result of tradition or law in a market
area; these cost are readily identifiable since the seller pays these costs in
virtually all sales transactions. Special or creative financing adjustments can
be made to the comparable property by comparisons to financing terms offered by
a third party institution lender that is not already involved in the property or
transaction. Any adjustment should not be calculated on a mechanical dollar for
dollar cost of the financing or concession, but the dollar amount of any
adjustment should approximate the market's reaction to the financing or
concessions based on the appraiser's judgment."

Going Concern Value

According to the Dictionary of Real Estate Appraisal, Third Edition, going
concern value is defined as: the value created by a proven operation; considered
as a separate entity to be valued with a specific business establishment.

- ----------
(2) This definition of market value is predicated on the Uniform Standards of
Professional Appraisal Practice (USPAP) and fully complies with those
requirements mandated by the Office of Thrift Supervision (OTS), Office of the
Comptroller of Currency (OCC), Federal Deposit Insurance Corporation (FDIC),
National Credit Union Administration (NCUA), Federal Home Loan Bank Board
(FHLBB), and the Resolution Trust Corporation (RTC). 


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                               [GRAPHIC OMITTED]


                                  Regional Map


                                                                              19
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50 Comstock Street, Richland, WA
- --------------------------------


                                REGIONAL OVERVIEW

Richland and Kennewick, along with Pasco, Washington are included in what is
commonly referred to as the "Trio Cities". The Trio Cities metropolitan area
comprises a portion of Benton and Franklin Counties, and is located in the south
central part of Washington State, approximately 150 miles southwest of Spokane
and 225 miles southeast of Seattle.

The population (1996 estimate) of the subject cities are: Richland - 35,990,
Kennewick - 48,010 and Pasco - 22,370. The total population of the two county
region in 1996 is estimated at 174,700 with 131,000 in Benton County and 43,700
in Franklin County. The State Office of Financial Management population
projections for the Trio Cities forecast a total growth of 1.5 percent from 1990
to the year 2000. However, the 1990 census indicated more growth than was
originally estimated had occurred, thus reinforcing the link between regional
economic trends and accurate population forecasting. During the boom years of
the 1970's, Trio Cities population grew by 55 percent while the number of jobs
in the area more than doubled. The amount of growth for Benton County during
this time was 62 percent.

Transportation to and through the area is good with highways Interstate 82,
State Route 395, and State Route 240 serving the region as well as rail and bus
service, and barge traffic on the Columbia River. The Trio Cities airport is
located in Pasco, and is served by Delta, Horizon, US Air and United Express.

The Trio Cities is located at the confluence of three major rivers, the Snake,
Yakima, and Columbia. The Columbia River has been the key to inland movement
since the time of Lewis and Clark and in modern times became the prime factor in
the early development of the Trio Cities region. Construction of a series of
locks and dams, the first at Bonneville Dam in 1934, began the development of
the Trio Cities as a river transportation and energy hub.

The town of Kennewick grew with the irrigation of farm land that was well suited
for vineyards and orchards. Pasco grew along with the railroads that started up
in 1879. The City of Richland was incorporated in 1910 and was primarily a
farming community until World War II. The Manhattan District of the Army Corps
of Engineers acquired the towns of Richland, Hanford, and White Bluffs in March
of 1943 for construction of the Hanford Nuclear Reservation and development of
the atomic bomb. Due to the large need for labor at Hanford, by 1944, over
51,000 people lived in Richland. From 1943 until 1946, the City of Richland was
administered by the DuPont Company on behalf of the Atomic Energy Commission. In
1948, the city was dissolved and administrative control of the former city was
given to the General Electric Company. On December 10, 1958, administrative
control was ended and the city of Richland was reincorporated.


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50 Comstock Street, Richland, WA
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REGIONAL OVERVIEW (continued)

The region supports an expanding food processing industry which is currently one
of the largest in the state. Products include a variety of canned and frozen
fruits, fruit juices, vegetables and preserves. Grapes and wine production have
also become increasingly important. Major employers in food processing include
Lamb-Wesson, Welch Foods, Twin City Foods, Ste. Michelle Winery, Universal
Frozen Food, Seneca Foods Corporation, Alpha Biochemical Corporation, and
numerous wineries.

The area's food products industry has expanded by 1,080 jobs since 1981; a gain
of 49 percent. The gain statewide has been a far more modest 18 percent, while
employment nationwide has remained constant. This trend is likely to continue,
as the U.S. Department of Commerce has forecast the value of shipments for the
local food processing industry to increase at a compound annual rate of 1.5 to 3
percent over the next 5 years.

The other major facets of the Trio City economy are the Hanford Nuclear
Reservation, DOE contractors, the Washington Public Power Supply System (WPPSS),
and numerous private nuclear-related businesses.

Future economic prosperity in the Trio Cities is highly dependent on political
factors related to Hanford and cleanup efforts in the area. The budget for
Hanford in 1993 was $1.7 billion and employment totaled 17,000 people. The
budget was up considerably from 1992 and employment and Hanford's budget have
both been increasing over the past few years. The budget for 1994 was $1.8
billion with a work force of 18,700. The budget for 1995 increased to $1.9
billion, and represented increased capital expenditures for new cleanup areas
and operations. Employment in 1995 was reduced to between 17,200 and 17,700
through a combination of normal and early retirements. However, due to cost
cutting in Washington, D.C., the Department of Energy is looking to trim between
$450 million and $600 million out of the budget for 1996 and further reduce
employment levels. Also adding to the uncertainty is the recent replacement of
Westinghouse as the main Hanford contractor. As of June 1996, employment at
Hanford had fallen below the forecast employment level of between 13,700 and
16,700 employees to 13,331 employees. This level represents a loss of 1,871
workers over the preceding 12 month period, and a loss of 5,087 workers over the
past 2 years.

This industry generates approximately 25 percent of the direct total
non-agricultural jobs in the area and accounts for about 40 to 50 percent of the
area's payroll. This large dependence on DOE makes the local economy very
cyclical as the budget is only funded for 1 year at a time. Programs implemented
one year may not be funded the next. In spite of this however, the Hanford
budget still shows a substantial increase for the last 10 years.


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50 Comstock Street, Richland, WA
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REGIONAL OVERVIEW (continued)

In addition to workers directly impacted by the workforce reductions at Hanford
over the past 2 years, the construction industry has been rocked by the Hanford
cut-backs. In the 12 months after the first round of Hanford cutbacks, the
number of construction jobs in the Trio-Cities dropped by 15 percent, and then
recorded another 15 percent decline in the 12 months ending June 1996. Non-farm
employment in the Trio-Cities in June 1996 was 6,100, or 8 percent, lower than
in June 1994, the month with the highest non-farm employment level ever recorded
in the Trio-Cities. However, from the economic trough created by the last round
of Hanford layoffs in 1988, the June 1994 employment peak reflected a growth of
19,800 new jobs.

Year-end 1993 unemployment rates in the Trio-Cities were 8.0 percent. This
compares with a state wide average of 7.5 percent. By December 1994, the
unemployment rate in the Trio-Cities had dropped to 6.1 percent and by December
1995, it was up again to 7.6 percent. The June/July 1996 unemployment rate in
the Trio-Cities was 8 percent as compared with the state wide average of 5.7
percent.

               NON-AGRICULTURAL WAGE AND SALARY WORKERS JUNE 1996
                  EMPLOYED IN THE RICHLAND-KENNEWICK-PASCO MSA

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
    Employment Sector              Total Employment   Percent of Workforce  Change(%) June
                                                                                '95-'96
<S>                                     <C>                   <C>                 <C> 
Manufacturing                            5,500                 7.83                 0
Contract Construction                    3,800                 5.41               -1.5
Transportation/Public Utilities          2,300                 3.27                 0
Wholesale and Retail Trade              15,700                22.36              -1.25
Finance, Insurance and Real Estate       2,400                 3.41                 0
Service and Mining                      26,900                38.31              -6.59
Government                              13,600                19.37              -4.22
Total                                   70,200                100.0              -.98
- ------------------------------------------------------------------------------------------
</TABLE>

Regional economic trends of employment and retail sales are mirrored by building
permit data shown in the following chart. The most dramatic growth in
single-family residential construction has occurred in Richland, where new home
construction grew from just under $1.2 million in 1984 to over $4.9 million in
1986, then dropped precipitously to just over $1.5 million in 1988, before
increasing to over $5.9 million in 1989. Richland single family construction
continued to experience phenomenal growth with over $43,600,000 in single family
residential building permits in 1994. However, due to cut backs at Hanford, the
Richland housing market entered another significant downturn in 1995 as permit
values dropped to just over $15,000,000. Based on first half 1996 activity,
construction activity in Richland and Kennewick will be stable or down slightly
from 1995 levels, but Pasco, a community more dependent on agriculture, is
already recovering. The chart supports the commonly held belief that the Trio
Cities' economy is extremely cyclical and heavily dependent on Hanford
government contracts.


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50 Comstock Street, Richland, WA
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REGIONAL OVERVIEW (continued)

                TRIO CITIES CONSTRUCTION ACTIVITY 1990-JUNE 1996

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
New Home            1990          1991          1992          1993          1994          1995           1996*
Permits             ----          ----          ----          ----          ----          ----           -----
<S>             <C>           <C>           <C>           <C>           <C>           <C>             <C>       
Pasco             1,497,234     1,906,652     3,858,786     3,945,600     8,136,668     6,550,852     11,711,832
Kennewick        13,030,045    16,321,085    33,015,391    43,029,900    34,499,675    17,247,290      7,933,204
Richland         15,933,985    14,950,975    20,399,608    34,010,018    43,642,579    15,058,555      6,641,253
Benton County     6,137,366     9,890,558    17,498,015    19,333,948    23,014,799    26,324,809      9,551,728
Franklin Cty.     6,158,590     6,165,198     9,849,978    85,688,922    11,025,144    10,069,802      2,658,526
W.Richland        1,794,735     2,121,599    15,064,978    23,470,703    27,224,144     8,778,505      3,753,238
Benton City             N/A       129,000       814,284     1,494,560     1,890,005       618,955        464,160
All other        64,715,302    77,179,640    93,327,450   133,876,471   223,902,105   263,345,221     30,159,580
- ---------        ----------    ----------    ----------   -----------   -----------   -----------     ----------
Total           109,267,257   128,954,903   193,828,490   267,850,122   373,335,119   347,993,989     72,873,521
- -----------------------------------------------------------------------------------------------------------------
* January through June 1996
</TABLE>

Reduced employment at Hanford has also impacted the single family residential
resale market. The Trio-Cities Multiple Listing Service reports that the number
of home listings during 1995 were up approximately 40 percent over the
corresponding month of 1994.

Due to the softness in the residential market, appraisers at the Benton County
Assessor's office report that home prices dropped at a rate of between 1 and 2
percent during 1995. In August 1994, the average home sales price was $125,900
in the Trio-Cities. By January 1995, the average price had dropped to $115,500,
and further fallen to $110,300 by December 1995, the most recent month for which
figures are available through the Trio-City Industrial Development Council.


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50 Comstock Street, Richland, WA
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REGIONAL OVERVIEW (continued)

Corresponding with the slowdown in the single family market, the current soft
market conditions have resulted in a dramatic increase in apartment unit
vacancies and a significant decline in effective rent levels. Apartment vacancy
rates for Pasco, Kennewick, and Richland are displayed in the following table.

                             APARTMENT VACANCY RATES
- ----------------------------------------------------------------------------
                              Pasco           Kennewick            Richland
     June 1994                 1.7%             1.3%                 0.5%
     October 1994              5.2%             3.6%                 3.2%
     February 1995             6.1%             5.3%                 5.1%
     June 1995                 6.5%             9.9%                10.3%
     October 1995             10.0%             10.6%               11.5%
     February 1996            16.3%             14.6%               19.8%
     June 1996                11.6%             15.4%                11%
- ----------------------------------------------------------------------------

Rents have also recorded a significant decrease over the past year. In
Kennewick, the average rent on a one bedroom unit has dropped from $430 to $414
per month, with two bedroom units recording a decrease from $532 to $515 per
month. Three bedroom units have recorded a drop from an average of $629 to $620
per month. Apartments in Richland have recorded similar declines in rents. One
bedroom units, with an average of $476 per month 1 year ago, now rent for $455
per month average. Two bedroom units in Richland have dropped from $585 to $555
per month, and three bedroom units have declined from $698 to $694 per month on
average over the past year. In addition to the decline in rents, move-in
specials, such as one free month on a 12 month lease, or waiving of normal
deposits, are now commonly offered.

The most visible impact on commercial real estate resulting from the declining
employment at Hanford has been in the office segment of the commercial real
estate market. Westinghouse has vacated approximately 200,000 square feet of
office space throughout the Trio-Cities area, and the Hanford contractors are
reportedly preparing to vacate space. Although many lower quality properties are
reporting significant vacancy levels, recently constructed high quality office
properties are still commanding good market acceptance and seeing good leasing
activity. The most vibrant area of office activity has been in the Columbia
Center area of Kennewick where a number of recently constructed office buildings
have come on-line with agents reporting good market acceptance and activity.

In summary, the social, economic, governmental, and environmental forces
affecting the region indicate continued uncertainty over possible further
cut-backs at Hanford and the large increases in the availability of all types of
residential properties. In the near-term, market participants expect further
erosion in residential values, longer marketing periods, and lower rents.
Although the effects of cutbacks at Hanford have been less visible on commercial
real estate, especially in the area of the Columbia Center where a number of new
office and retail properties have been recently completed or are under
construction, a protracted downturn in Hanford employment would be expected to
translate into future softness in the commercial segments of the market.


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50 Comstock Street, Richland, WA
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Neighborhood Description

The Appraisal Institute defines a neighborhood as "a group of complementary land
uses". A neighborhood may be more specifically defined as "a portion of a larger
community, or an entire community, in which there is a homogeneous grouping of
inhabitants, buildings or business enterprises. "..neighborhood boundaries may
consist of well defined natural or manmade barriers or they may be more or less
well defined by a distinct change in land use..."(3)

The subject neighborhood is a mixed-use area located just south and east of the
Richland downtown central business district. George Washington Way, the primary
non-interstate arterial through Richland, follows a mostly north/south alignment
through the city a block west of the subject. The boundaries of this
neighborhood are defined as follows:

         South:          Interstate 182
         West:           George Washington Way
         East:           The Columbia River
         North:          Williams Avenue

Richland is bounded by the Columbia River on the east and the Yakima River on
the west and south. As a result, access to the southern portions of the city,
including the central business district, is limited to George Washington Way and
Interstate 182. George Washington Way is the primary surface street arterial
serving Richland. George Washington Way follows a mostly north/south alignment
through the city just west of the Columbia River. Most of the city's main
east/west streets have their easterly termini at George Washington Way.
Interstate 182 flows an east/west alignment through Richland about 1 mile south
of the subject. South of the interstate, George Washington Way is known as State
Route 240 which connects the downtown area with more recently annexed areas of
the city south of the Yakima River and the nearby city of Kennewick. Interstate
182 has its westerly terminus approximately 8 miles west of Richland at
Interstate 82, and its easterly terminus in Pasco, on the east side of the
Columbia River. Full diamond interstate interchanges are located at George
Washington Way and Thayer Drive on the west side of the city. The subject's
location adjacent to George Washington Way provides the Shilo Inn with very good
pass by visibility and exposure.

The dominant physical feature of the area is the Columbia River. The subject
site has river frontage and is located in an area that is undergoing development
into a recreational and hotel center for the city. In addition to the Shilo Inn,
a new 150-room Hampton Inn was opened on a parcel to the north in mid-summer
1996. The City of Richland golf course located on the south side of Comstock
Street, across from the subject, closed during the spring of 1996 and is
undergoing a total renovation to convert the course into a championship style
course. The course is expected to be reopened in early 1997. The city is also
planning a new amphitheater for a parcel adjoining the golf course. The city is
also planning to construct a 7.5 mile long boardwalk along the west bank of the
Columbia River. When completed, this boardwalk will extend from Howard Amon Park
south to the Kennewick city limits. The boardwalk will feature shops,

- ----------
3 The Appraisal of Real Estate; 10th Edition, The Appraisal Institute; 1992


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Neighborhood Description (continued)

restaurants, and family activities. A portion of the boardwalk will extend
across the subject parcel's river frontage.

Land along George Washington Way is developed with commercial uses, including
restaurants, hotels, offices, and city offices. Land to the west of the
commercial corridor in the vicinity of the subject is devoted to residential
uses. North of Lee Boulevard, residential uses on the west side of George
Washington Way give way to more commercial development.

The most recent commercial development in the neighborhood has occurred adjacent
to the subject. Across Bradley Boulevard from the subject is a recently
completed two building office complex. A parcel north of the subject with river
frontage is the location of the recently opened Hampton Inn. Land adjoining the
subject to the north and on the west side of Bradley Boulevard north of the
office complex has been recently purchased by a land developer who is looking to
enter into long-term ground leases for the sites. The owner reports several
indications of interest, but that their master plan for the land has not been
completed, and as a result, they have not actively pursued sale or lease of the
land over the year they have owned it.

In conclusion, the subject is located at the focal point of a developing
commercial and recreational area in Richland. Recently completed Bradley
Boulevard which provides access to the parcel located north of the subject
provides an additional avenue of access to the subject. Further development on
the vacant adjoining parcels and completion of the golf course upgrade, and the
planned amphitheater and boardwalk will enhance the desirability of the
subject's location.


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                               [GRAPHIC OMITTED]

                                    RICHLAND

                                Neighborhood Map


                                                                              27
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50 Comstock Street, Richland, WA
- --------------------------------


                             Hotel Industry Overview

Shilo Inns Company is in the competitive limited-service hotel market. According
to Trends in the Hotel Industry, 1996, this segment of the lodging industry saw
a proliferation of new properties in the mid-1980s. It was seen as a favorable
segment with guest rooms that are frequently superior to full-service hotel
rooms at one-half to two-thirds the rate. For hotel managers the properties are
simple to operate and for ownership and lenders, they provide higher profit
margins and lower risk. The limited service hotel segment appears to have
matured and is lagging the industry as a whole but have still achieved in 1995
an aggregate occupancy of 70 percent and average room rates increased 5.9
percent and 41.8 percent average operating profit. Its market demand is reported
at 51.4 percent tourist and 45.8 percent business with the balance allocated to
conventions and conferences.

Shilo Inns typically provides an example of a good limited service hotel
property. Their hotels typically have clean and modern properties with good
access, exposure and on-site parking. The interiors typically contain a
comfortable lobby with check-in counter, one or more meeting rooms, fitness
center, swimming pool, spa, as well as satellite TV, airport shuttle service and
free daily newspapers. Major competitors to the Shilo Inn chain in its market
place include Holiday Inn Express, Comfort Suites, Phoenix Inns, Radisson,
Ramada and some Best Western franchises. The Residence Inns and Marriott
Courtyards cater to a higher priced market sector and are above the subject
segment.

The national limited-service hotel market is experiencing steady growth after
several years of sluggish economic conditions. Overall, market conditions are
continuing to improve, occupancies are higher, concessions are decreasing, and
revenues are beginning to rise. Gross Domestic Product, often an indicator of
travel patterns, is projected to grow at 2.5 percent to 3.0 percent in 1996.
Hotel occupancy for the nation is expected to rise to 71.2 percent, while the
average daily rate is anticipated to grow to $88.10. In general, modest but
stable growth and little inflation are likely to characterize the regional
economy in 1996 and 1997. The following table shows a summary of the US Lodging
Industry's 1995 Regional Performance:

   ----------------------------------------------------------------------------
                              Occupancy                      Average Daily Rate
   ----------------------------------------------------------------------------
                       1995       1994    Variance    1995     1994   Variance
                       ----       ----    --------    ----     ----   --------
      New England      74.3%t    72.0%       3.2%   $131.90  $125.23    5.3%
      Mid Atlantic
     North Central     69.6%     68.6%t      1.3%     82.59    79.41    4.0%
     South Atlantic    70.1%     68.2%t      2.8%     80.51    77.88    3.4%
     South Central     68.7%     67.7%t      1.5%     68.39    65.61    4.2%
   Mountain/ Pacific   71.4%     70.1%       1.7%     87.69    83.70    4.8%
       Nationwide      70.6%     69.2%       2.0%   $ 85.92  $ 82.21    4.5%
   ----------------------------------------------------------------------------
Note: Average property size = 210 rooms             Source: PKF Consulting


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Hotel Industry Overview (continued)

Investors are seeking limited-service hotels with upside potential in many
regions of the country, including the Mountain and Pacific Regions, which
encompasses the states west of the Continental Divide. 1996 and 1997 are
forecast to have an annual average demand growth rate of 3.6 percent to 3.8
percent and RevPAR (room revenue per available room) growth of 5.2 percent to
7.3 percent according to the April 1995 issue of Coopers & Lybrand's Hospitality
Directions. Further, this region outstripped the rest of the country in Rooms
Demand with a 3.7 percent average percent change and a modest supply increase of
only 1.6 percent as shown in the table below.

       ------------------------------------------------------------------
                                        Rooms Demands      Rooms Supply
                                       Average percent    Average percent
                                           Change             Change
       ------------------------------------------------------------------
       New England                           2.5%              1.2%
       South/Middle Atlantic                 3.1%              1.4%
       East South/North Central              3.4%              1.6%
       WestSouth/North Central               3.2%              1.3%
       Mountain                              3.7%              1.6%
       Pacific                               2.8%              2.8%
       ------------------------------------------------------------------

Investors cite improving operating results, a limited new full-service supply,
and the relative scarcity of new development financing as influencing factors
underlying the strong interest in this segment. In fact, many investors have
stated that full-service hotels are considered the best hotel investment
opportunity for 1996. In late 1995, investors were purchasing limited-service
hotels at 70 percent of replacement cost; however, the inventory of quality
full-service hotels is dwindling and competition is increasing. One of the more
desirable acquisition targets is re-flagging a property in a major hotel chain
that commands immediate brand name recognition and offers strong reservation and
marketing systems.

New construction activity is expected to surge as investors target secondary and
tertiary locations where an aging room supply exists and many operators are
unwilling or unable to invest in room modernization. New construction between
1995 and 1997 is expected to be 40 percent higher than 1990 to 1993. Supply
growth will edge up approximately 1.5 percent in 1996 and 1997, but is still
below the 2.4 percent average growth rate that prevailed in the 1970s.

Renovation costs are a significant consideration in hotel investors'
determination of price/value and return requirements. The majority of market
participants anticipate that soft goods refurbishment be completed every five to
seven years and a total refurbishment be completed every 10 years. In factoring
these costs into price/value, investors typically attempt to discount them from
the price/value; however, they are not always successful. An investor who
intends to purchase a property, upgrade and reposition it will forecast higher
renovation and property improvement costs than one who is not seeking to
"reflag" the property. Thus, the first investor of an older property has less
room for negotiation.


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Hotel Industry Overview (continued)

Investors continue to base pricing on historical 12-months cash flow and are
less willing to pay for any upside potential. Nearly 58 percent of participants
in a recent Coopers & Lybrand's poll reported that they capitalize their prior
12 months income.

Investors also prefer fee simple purchases to ground leases; however, in high
density locations such as the central business district or airport areas, ground
leases are generally in-place. Almost all investors look at the potential of
buying out the lease or renegotiating the terms. Leases tend to be calculated on
either a fixed payment or a percentage of revenue basis, with investors shying
away from percentage payments.

The following table shows a summary of major hotel transactions. The survey was
conducted by Hospitality Associates and covers the years 1991 to 1995. There is
a clear trend showing both increased activity and prices paid since 1992 when,
many believe, the market bottomed out for hotel sales.

       ----------------------------------------------------------------
         Year       Number of        Number of   Average Price Per Room
                  Transactions         Rooms
       ----------------------------------------------------------------
         1995          107             38,135            $83,000
         1994           83             30,452             76,000
         1993           40             15,825             74,000
         1992           41             17,219             63,000
         1991           52             15,806             87,000
       ----------------------------------------------------------------

While financing has been constrained in past years, debt financing sources have
begun to ease credit terms and Wall Street firms and institutional money sources
are targeting hotel investments. Lenders who are active in hotel debt financing
include insurance companies, banking institutions, and finance/credit companies
such as Finova Capital Corporation, Heller Financial, and GE Capital
Corporation. Publicly traded companies such as Host Marriott, Prime Motor Inns,
and Felcor Suite Hotels are aggressively pursuing acquisitions. Many lenders are
offering secondary financing above 80 percent loan to value ratios. REITs are
becoming aggressive in purchasing hotels. This is especially true of Patriot
American Hospitality, Inc., the largest REIT, which filed an initial public
offering (IPO) with the SEC in late September 1995 and raised more than $350
million.

As a result of increased financing availability, investors have benefited by
more favorable long-term financing. For instance, the first quarter 1995,
American Council of Life Insurance Companies` (ACLI) average interest rate was
9.41 percent. Typically loans are indexed to the prime rate, treasury rate or
LIBOR. The range of loan amortization is from 15 to 25 years with 20 years being
average. A typical loan-to-value ratio is 50 percent to 75 percent with the
average reported at 63 percent. Debt-coverage-ratios have ranged between 1.25
percent to 1.50 percent with 1.40 percent being average.


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Hotel Industry Overview (continued)

Full-service hotels are considered most vulnerable to new competition,
particularly from newly built, limited-service chain hotels. In addition, they
suffer from operating deficiencies, including high property operation and
maintenance costs, utility expenses, and upgrading, which erode profitability.
Because it is likely that new construction funds will increase the competitive
supply of both limited and full service hotel rooms by late 1996 and 1997,
owners of older properties are advised to reinvest in the physical plant to
cement guest loyalty. Owners are now beginning to realize that historical
reserve funding levels, typically between 3 percent to 4 percent of total
revenues, are insufficient to fund necessary capital improvements over the life
of a property. Actual capital expenditures for well-maintained properties often
exceed 7 percent of total revenue.

Job growth, the most important indicator of sustained demand for real estate,
continues to substantially trail general economic growth. In fact, many are
calling our current economy a "jobless recovery." No immediate acceleration is
anticipated, due to factors such as improved productivity in many industries and
overall caution on the part of employers.

As stated, it is likely that additional sources of capital will provide
opportunities. Further, many market participants believe that rising inflation
with have a positive net effect on earnings as room revenue is expected to
out-strip increases in operating costs. Trade agreements such as GATT should
have a positive effect on the hotel industry, and the advent of low-cost
airlines will promote more travel and higher occupancies.

New ideas, especially new ideas in technology, continue to be one of the
industries in which the US is remaining competitive in global markets. As the US
achieves a higher level of technology, the hospitality industry has the
opportunity to implement this technology in areas where guests need it most:
checking into the hotel, and communications. Adopting new technology is an
opportunity for hotels to remain competitive and maintain and expand their
customer base. For instance, AT&T's telecommunication package, "Guest Works,"
improves call-processing, accounting and provides specialized voice messaging
through a server.

Selling expenses typically range from 2.5 percent to 5.0 percent of the total
purchase price. According to a national hotel/motel brokerage firm located in
Southern California, the marketing period for limited-service hotels ranges from
3.0 to 12.0 months with an average of 9.0 months. An average 90-day closing
period is typical (from the time a hotel is put under contract to closing).

The early 1990s have been cruel to the hospitality industry, but Shilo Inns has
gone against the grain.(4) Big national chains have been fighting to keep
troubled properties. Many retreated from hotel ownership to seek a relatively
safe haven as hotel management companies. Small independent operators, seeking
security in numbers, flocked to join national franchises.

- ----------
4 "Portland Business Journal," May 31, 1993, Vol. 10, No. 14, p. 13.


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50 Comstock Street, Richland, WA
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Hotel Industry Overview (continued)

The Shilo Inn capitalized on its regional identity and superior reputation to
make gains in its market areas. Mr. Mark Hemstreet, the owner and head of this
privately held company was quoted saying, "I'll take consistent management and a
good product any day over a good location. If guests are greeted with friendly
service and nice clean rooms, they'll come back to Shilo again and again." With
46 hotels and motels, Shilo has become a formidable chain in the West, owned by
just one person making it the 102nd largest lodging company in the world. The
company has about 2,000 employees in nine Western states. Shilo's "affordable
excellence" promotion strategy appears to have been successful in retaining its
core customer base. Shilo's size enables the company to not only get economies
of scale enabling its successful advertising and referral network, but also it
eliminates the need to associate with a costly franchise.

Mr. Hemstreet's willingness to invest in what may be considered secondary
locations goes against the trend of national operators. This provided Shilo Inns
with a competitive advantage, bringing them to maturing markets ahead of the
competition and providing a regional network of lodging facilities to service
their loyal guest base. They appeal to business travelers and tourists alike.
Further, Shilo Inns has continued to invest in renovation and upgrade of older
properties and has superior maintenance and replacements programs. Shilo Inns
has an effective company credo: to deliver consistently high standards from
friendly, efficient, and dedicated employees; and to provide clean, comfortable
and affordable accommodations.(5)

In general, we can conclude that the hotel industry is experiencing the best
growth since the trough of 1992. Increases in occupancies, average daily room
rates, and profitability has been reported throughout the industry in all market
segments. The following chart and accompanying table shows five key indications:

o     Average Daily Rate Change Rate

o     Operating Expense Change Rate

o     Free & Clear Equity Capitalization Rate

o     Residual Capitalization Rate

o     Free & Clear Equity Internal Rate of Return

- ----------
5 "Oregon Business," October, 1993, Vol. 16, No. 10, p. 32.


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50 Comstock Street, Richland, WA
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Hotel Industry Overview (continued)

                       National Full-Service Hotel Market
            From Coopers & Lybrand L.L.P. - "Hospitality Directions"

                               [GRAPHIC OMITTED]

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
             4th Qtr,'93  1st Qtr,'94  2nd Qtr,'94  3rd Qtr,'94  4th Qtr,'94  1st Qtr,'95  2nd Qtr,'95  3rd Qtr,'95  4th Qtr,'95
- --------------------------------------------------------------------------------------------------------------------------------
<S>               <C>          <C>          <C>          <C>          <C>           <C>         <C>          <C>          <C>   
ADR Chan          0.0278       0.0329       0.0315       0.0322        0.035         0.037      0.0383       0.0391       0.0417
- --------------------------------------------------------------------------------------------------------------------------------
Op. Exp. C        0.0344       0.0363       0.0354       0.0336       0.0355        0.0352      0.0345       0.0351       0.0348
- --------------------------------------------------------------------------------------------------------------------------------
Equity Cap        0.1143       0.1148        0.115       0.1127       0.0992        0.7073      0.1088        0.109       0.1065
- --------------------------------------------------------------------------------------------------------------------------------
Residual C        0.1189       0.1148        0.115        0.114       0.1014        0.1086      0.1088       0.1078       0.1067
- --------------------------------------------------------------------------------------------------------------------------------
Equity IRR        0.1505       0.1533        0.155       0.1575       0.1567        0.1523      0.1475       0.1496       0.1505
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

o     Average Daily Rate Change Rate

This rate expresses the percentage change in the Average Daily Room Rate. Like
the capitalization rate change, there is a clear trend expressed by the ADRs. In
this case, the trend shows a steady increase in rates. Every quarter since the
2nd Quarter, 1994 has shown incremental increases with an average quarterly
increase of 3.64 percent.

o     Operating Expense Change Rate

Operating Expenses as a percent of revenues have stayed relatively flat or
stable at about 3.5 percent. This indicates that there are economies of scale in
larger revenues since operating expenses can be limited to a stable proportion
of revenues.


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50 Comstock Street, Richland, WA
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Hotel Industry Overview (continued)

o     Free & Clear Equity Capitalization Rate

In contrast to the stability of the IRR, the Equity Capitalization rate (i.e.,
overall rate) is showing evidence of decline. A declining capitalization rate
indicates that investors are willing to accept a lower return from their
investment. It has been shown in the above narrative that sales have been
increasing. More purchasers in the market-place means more competition for a
finite supply, thus prices are increasing and investors must be willing to
accept a lesser capitalization rate. This type of trend encourages new
construction which, depending upon the extent of the construction, may stabilize
or even reverse the capitalization rate trend. It is not a given, however, that
occupancies and room rates will continue to increase. Based on available
information, it appears that the favorable trend will continue into 1997 and,
perhaps, beyond.

o     Residual Capitalization Rate

As would be expected, residual capitalization rates have declined consistent
with equity (or overall) capitalization rates

Summary

A dramatic strengthening of industry profits may be expected for 1996 and 1997
given the Coopers & Lybrand forecast. Major contributing factors include healthy
revenue expansion, modest increases in major expenses, continued productivity
gains, and below-average supply growth. Profits per available room are projected
to rise to $2,900 in 1996, and $3,500 in 1997.

There is a significant need to maintain and modernize older full-service hotels.
Shilo Inns has made a commitment to maintaining high-quality, attractive hotels.
Shilo has taken a "saturation" approach to expansion by locating throughout the
Pacific Northwest. Although not a franchise, the Shilo Inns name is recognizable
and has a loyal following. The Shilo Inn name is certainly beneficial in this
region and probably largely responsible for the success of the
off-the-beaten-path locations. Because Shilo is privately owned and Mark S.
Hemstreet is truly an industry insider, it is likely that Shilo Inns are better
managed due to his oversight.

Overall economic trends are positive in the Pacific Northwest and surrounding
regions. This is contributing to the growth in the lodging industry and these
trends appear to be sustainable through the few years. New additions of supply
are expected to provide stiff competition to existing properties and much of
this is coming from Holiday Inn Express and some Comfort Suites. However, Shilo
Inns typically have one of the best locations in its local market areas and with
their efficient management and continuos maintenance programs they should be
able to maintain their market share, if not increase it at he expense of less
competitive properties. Clearly, the trend in the limited service lodging
industry continues to be towards "suite" properties. Shilo Inns has many such
properties and generally provide good size rooms with market desired amenities
at an affordable price. Given the positive economic trends in the many of the
markets Shilo Inns is located, central reservation system, large guest following
and solid management structure with efficiencies in purchasing and marketing it
is reasonable to conclude that the Shilo Inns will continue to be a successful
chain with a positive outlook for the foreseeable future.


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50 Comstock Street, Richland, WA
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                                SITE DESCRIPTION

The site is an irregular shaped parcel with frontage on the west bank of the
Columbia River. The site also has frontage on the north side of Comstock Street
and on the east side of Bradley Boulevard. The site is occupied by the Shilo Inn
under the terms of a ground lease dated June 16, 1961 that expires in December
2015. The original lease covered an area of 12.678 acres. However, in December
1986, a ground lease was modified to relinquish 1.596 acres back to the City of
Richland. The land area used for this report is therefore 11.08 acres, +/-. A
plat map and site plans are located at the end of this section.

Visibility and Access

Although the Shilo Inn is located 1 block east of George Washington Way, it has
good exposure and visibility to pass by traffic. To the east of George
Washington Way, the topography slopes steeply downward to the level of the
subject. As a result, George Washington Way is above grade with the subject and
adjoining sites which provides good views of the subject, adjoining sites, and
the Columbia River to pass by traffic on George Washington Way.

Primary access from George Washington Way to the subject is provided by Comstock
Street. The recently completed Bradley Boulevard has its southerly terminus at
Comstock Street adjacent to the subject, and extends north from the subject
before curving westerly and connecting with George Washington Way.

Off-Site Improvements

Both Comstock Street and Bradley Boulevard are asphalt paved streets with one
lane in either direction. Comstock Street does not have concrete curbs, gutters,
or sidewalks in the vicinity of the subject. There are curbs and gutters along
the north side of Comstock Street along the street frontage of the office
complex located across the street from the subject. Bradley Boulevard is
improved with concrete curbs, gutters, and sidewalks along the street frontage
in front of parcels that are improved. Along the unimproved parcel frontages,
there are concrete curbs and gutters, but no sidewalks.

Topography and Drainage

The subject site is level and is at grade with the frontage streets except at
the corner of Comstock Street and Bradley Boulevard where it is slightly above
street grade. Drainage of surface water is into on-site landscaped water
retention basins located in the landscaped areas along the street frontage.


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SITE DESCRIPTION (continued)

On-Site Improvements

On-site improvements include asphalt paved parking and driveway areas, as well
as landscaping along both street frontages and around the hotel buildings. The
large asphalt paved parking lot located at the front of the hotel along Bradley
Boulevard contains approximately 141 parking spaces. A parking lot on the south
side of the property adjacent to Buildings C and D contains 98 car parking
spaces and 3 RV spaces. A paved parking lot adjacent to Building E and behind
the restaurant and banquet building is striped for 30 additional spaces. The
total number of striped on-site parking spaces is about 269. The parking lots
and driveways have concrete curbing around the perimeter and landscaped islands
surrounded by concrete curbing that contain the pole mounted halide parking lot
lighting fixtures.

Areas along the street frontages are grass planted and equipped with an
automatic irrigation system. Under the development agreement with the Army Corp
of Engineers, the level of the lobby building had to be raised by 1 foot above
the natural grade, and the grade of the guest room buildings had to be raised by
5.5 feet. As a result, the guest rooms buildings are above grade with the
parking lot and constructed on soil berms. Exposed portions of the soil berms
from the parking lot sidewalks to the building footprints are landscaped with
trees, shrubs, ground cover, and stone, and are also equipped with automatic
irrigation systems.

Surrounding Uses

The subject site is located in an established commercial area near the downtown
central business district and adjacent to the Columbia River. Vacant land
adjoining the subject represents the last large tracts of land available in the
area. The survey of surrounding land uses is summarized below.

      North: Vacant river front land and then a recently completed Hampton Inn
      Hotel.

      South: Comstock Street and then a municipal golf course

      East: The Columbia River

      West: A two building office complex and vacant commercial land


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50 Comstock Street, Richland, WA
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SITE DESCRIPTION (continued)

Zoning

The subject site is zoned CR, Commercial Recreation, by the City of Richland.
The purpose of this district is to provide for the establishment of marinas,
boat docks, resort motels, and other commercial and apartment uses which are
consistent with waterfront oriented development. Permitted uses include
apartments, retail other than department type stores, offices, motels/hotels,
marina, and both private and public recreational facilities. Single family and
duplex units, as well as drive-in restaurants and theaters, and automotive
service and gasoline stations are prohibited. Other aspects of the CR zone are
summarized as follows:

     Height Limit:         3 stories or 35 feet

     Max. Site Coverage:   None

     Min. Lot Size:        None

     Setbacks:             40 feet from the center line of a public
                           right-of-way. Apartment building development must
                           conform with multifamily setbacks.

     Parking Required:     1 space per guest room, plus 1 space for every 100
                           square feet of restaurant and lounge area, and 1 for
                           every 3 person capacity in the banquet facilities.

     Parking Provided:     269 by physical count

Traffic

Traffic data compiled by the City of Richland and the Washington Department of
Transportation is summarized below: These data represent average daily traffic
(ADT), expressed as daily average of annual traffic volume.
The daily average is expressed in average vehicles per day (VPD).

     1) George Washington Way, both directions              24,000 VPD

     2) Interstate 182, both directions                     29,000 VPD


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50 Comstock Street, Richland, WA
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SITE DESCRIPTION (continued)

Soils

No soils report was provided to the appraisers. We have inspected the building
interior corridors, ground floor slab areas, parking lots, and surrounding
parcels for evidence of subsidence, heaving or separation cracking. None of
these effects was evident from our inspections. Therefore, it is assumed that
the subject soils and subsoils have adequate load-bearing capacity to support
the existing improvements, although this opinion is in no way to be construed as
having the weight of a professional engineer's opinion. Such matters are clearly
beyond the expertise of the appraisers to determine and beyond the scope of this
appraisal assignment. If a conclusive opinion is required, the services of a
properly licensed professional engineer should be retained.

Utilities

All utilities are available to the subject site. Utility providers confirmed
with planning and building officials are summarized below.

      Domestic Water:            City of Richland
      Sanitary Sewer:            City of Richland
      Electric/Natural Gas:      City of Richland
      Telephone:                 U.S. West

Public Services provided to the subject property also include:

      Fire/Paramedic:            City of Richland
      Police:                    City of Richland

Easements, Restrictions, CC&Rs, Adverse Encumbrances

No title report was provided to the appraisers. Therefore, we are unaware of any
adverse restrictions or easements that may be present. No apparent easements or
restrictions which would adversely impact the utility or marketability of the
subject property were noted during our property inspection, and we have
therefore assumed no such conditions do exist.


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SITE DESCRIPTION (continued)

Assessment and Taxes

The Benton County Assessor's parcel number is 8-1498-102-0564-00C. The 1996
total assessed value is $1,270,280 for the improvements only. Since the land is
owned by the City of Richland, it is exempt from taxation. However, for record
keeping purposes, the Benton County Assessor's office has assigned a parcel
number of 1-1498-102-0564-008 to the site. Real estate taxes for 1996 are
$56,630.80. As of October 10, 1996, the Benton County Treasurer's Office reports
that the first installment of 1996 taxes have been paid, with the second
installment in the amount of $28,315.40, due on or before October 31, 1996. The
1996 real estate tax figures represents a significant increase from about
$15,000 in 1995, and reflects the impact of the remodel.

Ground Lease Summary

In January 1961, the City of Richland leased a 12.678 acre parcel that includes
the subject to Richland Marina under the terms of a 55-year ground lease,
expiring on December 29, 2015. The lease includes one 44-year renewal option at
market rent. The lease calls for monthly lease payments of 1 percent of the
total monthly gross receipts of all businesses located on the site, not to
exceed $7,500 in any annual period. However, later modifications to the original
lease has modified this ceiling, and the current is $33,238 per year.

In early 1968, Richland Marina constructed the current hotel improvements on the
site. Richland Marina later assigned its leasehold interest to Merit Company.
The leasehold interest was later assigned to International Dunes Company. In
December 1986, the ground lease was modified to relinquish 1.596 acres of the
original 12.678 acre parcel back to the City of Richland. On October 1, 1987,
International Dunes Company entered into an agreement to assign the ground lease
to Mark S. Hemstreet, the owner and operator of Shilo Inns. The City of Richland
approved the assignment on December 22, 1987. The ground lease document is
located in the addenda.


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SITE DESCRIPTION (continued)

Conclusion

After careful consideration of the foregoing factors, the appraisers believe
that the subject site is well adapted to its current use as a hotel/motel site.
The Shilo Inn is located in close proximity to the central business district and
adjacent to river front recreational amenities city limits, with convenient
access to the transportation corridors serving the entire metropolitan area. The
location and access to transportation should continue to enhance the hotel
business as well as real estate values in the subject neighborhood.


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                                [GRAPHIC OMITTED]

                                    PLAT MAP


                                                                              41
<PAGE>

50 Comstock Street, Richland, WA
- --------------------------------


                             IMPROVEMENT DESCRIPTION

The subject improvements consist of five two-story hotel guestroom buildings and
one, one-story lobby/restaurant and lounge building. The structures are average
quality, Class D buildings containing a ground floor area of 54,570 square feet
and a descend floor area of 33,623 square feet. The total building area is
88,193 square feet gross. Floor plan reductions are included at the end of this
section to provide visual orientation. No building plans were available for
review by the appraisers. Details and the description of material and
construction methods identified during our property inspection are summarized
below.

Size:                      150 Rooms

Room Type:                  40 Single Queen
                            57 Double Queen
                            40 King
                             6 Full Suites
                             7 Jacuzzi Suites
                           150 Total Rentable Rooms

Meeting Rooms:             Three meeting rooms on the ground floor. Banquet
                           facility which can be divided into three smaller
                           rooms on ground floor

Recreational Facilities:   Outdoor Pool, Outdoor Jetted Hot Spa, Exercise Gym
                           with Steam Room, Sauna Room, and Jetted Hot Spa.

Restaurant:                Restaurant and banquet facilities located in
                           one-story building on north side of site that also
                           contains the lobby and exercise room. The kitchen,
                           banquet facilities, restaurant, and cocktail lounge
                           have been operated by an outside restaurant
                           management firm since about 1 year after the hotel
                           became a Shilo Inn in 1988.

Gross Building Area:       88,193 square feet; 54,570 square feet on the main
                           level and 33,623 square feet on the second floor

No of Stories:             One one-story building and five two-story buildings

Parking:                   269 open paved spaces

Year Built:                1968; Remodeled in late 1994 through early 1996


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IMPROVEMENT DESCRIPTION (continued)

Foundation:                Steel reinforced concrete spread footings built on
                           5.5 feet of dirt berm fill

Floor Structure:           Ground floor is a poured reinforced concrete slab.
                           Upper floor is architectural (gypcrete) concrete over
                           plywood sheathing. The type of floor joists was not
                           visible.

Exterior Walls:            Class D, Wood-frame construction with masonry
                           firewalls. Exterior of the building is covered with a
                           painted stucco type material. Interior construction
                           of gypsum wall board over insulating batts. Wall
                           insulation is not visible and insulating factor is
                           unknown.

Window/Sash/Door:          Double glazed, insulated windows in vinyl frames.
                           Anodized aluminum frame double door storefront at
                           lobby entrance; all exterior doors of bronze anodized
                           aluminum with fire safety break away bars (20 minute
                           fire rated).

Roof Structure:            Not visible. Assumed to be wood-frame roof trusses
                           with plywood decking. The roof covering is colored
                           concrete tile except on the one-story building which
                           has a concrete tile parapet and a flat built-up roof.

Interior  Walls:           2"x4" wood-frame partitions, 16" or 24" on center
                           with textured and painted, or wall papered 5/8"
                           gypsum wall board.

Interior Finish:           Floor coverings in all rooms is hotel grade carpet,
                           with ceramic tile in the bathrooms; floor coverings
                           in lobby of carpet and ceramic tile at service desk
                           areas; floor cover in pool area of steel reinforced
                           poured in place concrete; floor cover in restrooms of
                           ceramic tile; incandescent and fluorescent lighting,
                           suspended decorative lighting in lobby. Carpeting and
                           ceramic tile flooring replaced as part of the 1994 -
                           1996 remodel.

Lobby:                     Carpet and ceramic tile floor; built in front desk /
                           service counter, guest seating area, decorative
                           furnishings, and business office.


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50 Comstock Street, Richland, WA
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IMPROVEMENT DESCRIPTION (continued)

Guest Rooms:               Painted and papered drywall walls, sprayed-on
                           acoustical ceilings, carpet in guest rooms and
                           ceramic tile floor cover in bathroom, sliding vinyl
                           frame windows; wall mounted cabinetry with ironing
                           board and iron, wet bars in most rooms, microwave
                           ovens, VCR's, televisions, hair dryer, telephones in
                           sleeping room and bathroom, three telephone line
                           capability, coffee makers, furniture, draperies etc.
                           Suites have slide-in range with oven, exhaust food,
                           full-size refrigerator, disposal, and kitchen
                           cabinetry. Jacuzzi suites have jetted hot tub in
                           living room. See FF&E description.

Elevators:                 None

Stairwells:                The five two-story guest room buildings are connected
                           by exterior walkways that provide access to each
                           building. Stairwells provide access to the walkways
                           at the end of each building. The treads are
                           butterfly-type precast concrete with non-skid finish.
                           Hand rails of fabricated steel with smooth finish,
                           welded joints.

HVAC/Climate               Control: Individual wall mounted package HVAC units
                           with temperature control modules in each guest suite.
                           Central HVAC system with multi-zone control system
                           for common areas and lobby.

Electrical:                Electrical system design engineered to specific hotel
                           electrical loads; 3 phase, 4-wire multi-paneled power
                           busses.

Plumbing:                  Each guest suite includes a tub with shower and
                           toilet in separate room contiguous to dressing room.
                           Small vanity with lavatory sink and wall
                           mounted/surface lighted mirrors and ventilator
                           exhaust fans. Wet bar sinks included in most units.


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50 Comstock Street, Richland, WA
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IMPROVEMENT DESCRIPTION (continued)

Fire                       Protection: Sprinklered throughout the one-story
                           lobby, restaurant, lounge, and banquet building. The
                           guest rooms buildings are not sprinklered, but have
                           smoke detectors throughout, fire alarm with hard wire
                           activation system and direct connection to local fire
                           department; and auxiliary emergency exit lighting.

Furniture, Fixtures
 & Equipment:              Guest suites include either a single king bed or two
                           queen beds; color televisions with remote controls;
                           VCR's, carpet, draperies; light fixtures and lamps;
                           combination desk/dresser units; luggage rack; 36"
                           parlor table with two upholstered wood chairs; night
                           stand, microwave oven and refrigerator; multiple
                           phone jacks. FF&E appears to be of above average
                           quality with no functional obsolescence attributable
                           to quality, layout or design. Most of the FF&E was
                           replaced as part of the 1995-96 remodel, and about 1
                           year old.

Site Improvements:

The site improvements include asphalt paved and striped parking areas (269
striped stalls). Grass landscaping is found along both street frontages that is
equipped with an automatic irrigation system. Island throughout the parking lots
are surrounded by concrete curbing and contain pole mounted halide parking lot
lighting fixtures and landscaping. There are concrete sidewalks around the
buildings and along the Bradley Boulevard frontage. The buildings circle the
outdoor pool and spa. There is a poured concrete patio around the swimming pool
and spa.

In order to gain necessary approval from the U. S. Army Corps of Engineers, the
buildings had to be raised above the 1961 level of the Columbia River. The lobby
building had to be raised by 1 foot and the guest room buildings had to be
raised by 5.5 feet. Prior to construction the building footprints area were
filled and there are soil berms sloping up from the level of the parking lot up
to the level of the guest room buildings. These berms are landscaped with trees,
shrubs, and gravel, and are equipped with an automatic irrigation system.

There is a large wood deck located on the north side of the building that is
accessed from the cocktail lounge. This deck provides outdoor guest seating.
Adjacent to the deck is an enclosed landscaped area that is available for
outside dining.


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IMPROVEMENT DESCRIPTION (continued)

Depreciation

The hotel was completed in 1968, and has an actual age of approximately 28
years. A complete renovation of the facility was undertaken in late 1994 through
early 1996 at a total reported cost of about $4,000,000. The renovation reduced
the effective age below the actual age of 28 years. The room interiors and
common areas were completely redone. The improvements are well maintained and
appear to have an effective age overall of approximately 20 years. As we noted
previously, they are in very good condition due to the recent renovation.
According to building industry sources, the expected life of similar
improvements is 50 years. Depreciation analysis in the Cost Approach will
reflect the effective age.

Functional Features and Concluding Remarks

Overall the improvements are in very good condition and show care of
maintenance. They are well designed, functional in their layout and provide good
utility and guest appeal. Nothing in our inspections suggests either the
presence of elements of functional obsolescence or deferred maintenance.

The operators' marketing strategy is focused on maximizing extended visit
patronage and corporate patronage. Weekend family patronage is also a large part
of the trade found at hotels in the central portions of Richland. The single
room units, with amenities typically found in all suites hotels, is a cost
effective way to deliver more amenity and functional utility to the customer,
without incurring the additional costs associated with the development and
operation of multi-room suites. In-room microwave ovens and refrigerators,
multiple phones, guest laundry facilities, and attractive corporate plans seem
to be effective in attracting the target market customer.

Furniture, Fixtures & Equipment

The guest rooms are furnished with typical modern furnishings which include
either a single king-sized bed, a single queen-sized bed, or two queen-sized
beds, side tables, desk, dresser, chairs, table, draperies, night stands, color
television with remote, video players, microwaves, mini-refrigerators, lamps,
couch, clock radio, coffee maker, and two telephones. FF&E includes all the
furnishings, linens and supplies, cleaning and house keeping equipment, business
office and front desk equipment, furnishings and related personal items. We have
estimated these personal property items at a depreciated replacement value of
$3,000 per room, or $450,000.


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                               [GRAPHIC OMITTED]

                                    Site Plan


                                                                              47
<PAGE>

                               [GRAPHIC OMITTED]

                                   Floor Plan


                                                                              48
<PAGE>

                               [GRAPHIC OMITTED]

                                   Floor Plan


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50 Comstock Street, Richland, WA
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                          HIGHEST AND BEST USE ANALYSIS

The Appraisal Institute defines highest and best use as follows:

      "The most profitable likely use to which a property can be put. The
      opinion of such use may be based on the highest and most profitable
      continuous use to which the property is adapted and needed, or likely to
      be in demand in the reasonably near future. However, elements affecting
      value that depend on events or a combination of occurrences that, although
      in the realm of possibility, are not fairly shown to be reasonably
      probable, should be excluded from consideration. Also, if the intended use
      is dependent on a uncertain act of another person, the intention cannot be
      considered.

      "That use to which the land may reasonably be expected to produce the
      greatest net return to land over a given period of time. That legal use
      which will yield to land the highest present value. Sometimes called
      'optimum use.'"

In estimating highest and best use, there are essentially four stages of
analysis:

      1.    Possible Use. What uses of the site in question are physically
            possible?

      2.    Permissible Use (legal). What uses are permissible by zoning and
            deed restrictions on the site in question?

      3.    Feasible Use. Which possible and permissible uses will produce a net
            return to the owner of the site?

      4.    Maximally Productive Use. Among the feasible uses, which use will
            produce the highest net return or the highest present worth?

The highest and best use of the land (or site) if vacant and available for use
may be different from the highest and best use of the improved property. This is
true when the improvements are not an appropriate use, but it makes a
contribution to the total property value in excess of the value of the site.

The following tests must be met in estimating the highest and best use. The use
must be legal; the use must be probable, not speculative of conjectural; there
must be a profitable demand for such use; and it must return to the land the
highest net return for the longest period of time. These tests have been applied
to the vacant property. In arriving at the estimate of highest and best use, the
subject site was analyzed as vacant and available for development.


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HIGHEST AND BEST USE ANALYSIS (continued)

As Vacant

Possible Use. The first constraint is the constraint dictated by the physical
characteristics of the site. The size and location within a block have a
determining effect on the site's value. In general, larger sites and corner
locations enable a developer to achieve economies of scale and allow flexibility
in building design.

The subject site is a highly irregular shaped, corner block parcel that contains
approximately 11.08 acres. The property has frontage on the north side of
Comstock Street, the east side of Bradley Boulevard, and the west shore of the
Columbia River.

The site is level and at grade with the frontage streets except at the corner
where it is slightly above grade. Even though the site is located one block east
of the main arterial, the property has good visibility from George Washington
Way. Recent nearby development includes a two-building office complex and new
hotel. The City of Richland is current refurbishing a municipal golf course
located to the south of the subject across Comstock Street and plans to
construct a new amphitheater adjacent to the golf course.

There are no apparent physical characteristics or constraints that would affect
development. Although a number of uses appear physically possible for the site,
the adjoining uses and frontage on two local streets and the Columbia River
indicate that a commercial or recreational use would be the most compatible use
of the site from a physical standpoint.

Legally Permissible. The site is zoned CR, Commercial Recreation, by the City of
Richland. This zoning designation permits a variety of commercial uses,
apartments, and public and private recreation. No single family homes, duplexes,
department type store buildings, or uses related to automotive service are
permitted on land zoned CR.

Since no title report was provided for review by the appraisers, we are unaware
of any restrictions or easements that impact the subject. Normal utility
easements are assumed to exist. Vehicular access is provided by two driveways
from the east side of Bradley Boulevard. At the present time, there are no
curb-cuts along the Comstock Street frontage.

Feasible Uses. Although detailed feasibility analyses are beyond the scope and
purpose of the present assignment, local development trends, visual observation
and our consultations with other land use and appraisal experts has allowed us
to identify those uses which, today, could be expected to be economically
feasible.


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HIGHEST AND BEST USE ANALYSIS (continued)

The subject site is relatively adaptable to most forms of commercial development
found throughout the local area. The location one block from the major arterial
would preclude some types of commercial uses that require arterial street access
and exposure. Recent development in the area includes the new Hampton Inn hotel
that opened in the summer of 1996 on a parcel located just north of the subject
and the new two-building office complex located across Bradley Street from the
subject. The owner of the vacant parcels to the north and west of the subject
report that negotiations are underway for ground leases on these sites for
additional development. Land south of Comstock Street is still owned by the City
of Richland and is devoted to recreational uses, including the municipal golf
course that is presently undergoing renovation and a planned amphitheater.

Maximally Productive. Of the permitted uses our analyses suggest that the
maximally productive uses today are probably commercial in nature. Based on
recent development trends, development of the subject site, if vacant, with a
hotel, restaurant, or other commercial use that would take advantage of the
river front view amenity, would be the maximally productive use of the site.

Based on this analysis, the highest and best use of the site, as vacant, is
considered to be for commercial development that would capitalize on the
location near downtown and adjacent to the Columbia River.

As Improved

The analysis of highest and best use of the subject property as improved
involves examining the improvements and their relationship to the site in order
to determine the physical possibilities, legal permissibility, financial
feasibility, and the maximum productivity of the property. It considers the site
as it is presently improved and seeks to determine whether the improvements
should be rehabilitated, expanded, converted to another use, partially
demolished, totally demolished, or retained in their present condition and
status.

The subject improvements were constructed in 1968, and consist of an average
quality one and two-story hotel complex with open paved parking and driveway
areas. The total gross building area is approximately 88,193 square feet. The
improvements appear to conform with the current Richland zoning code, and are
considered a legal conforming use of the site. Since no title report was
provided, we are unaware of the existence of any unapparent easements,
covenants, or other legal restrictions that adversely impact the existing
improvements, but do assume that a recorded easement for ingress and egress does
exist.


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HIGHEST AND BEST USE ANALYSIS (continued)

Upon inspection, the buildings were found to be in very good condition, having
recently been renovated at a cost of about $4,000,000. The guest rooms, meeting
rooms, restaurant, and common areas are modern and appealing. The asphalt
pavement of the parking areas and driveways was found in be in good condition
with visible parking space lines. Based on the condition of the property,
further renovation is not indicated.

Although the subject is a legal conforming use of the site and could probably be
expanded under the guidelines of the current zoning code, especially given that
there is a small undeveloped area along the river front. However, this area will
most likely be devoted to the boardwalk planned by the city along the Columbia
River. Until the impact of this planned development is known, expansion of the
facility is not considered feasible.

Although the 1995 occupancy rate was only 37 percent due to business lost during
the renovation, the subject's average occupancy rate over the past 4 years
excluding 1995 has exceeded 63 percent and is recovering rapidly towards that
level. As will be demonstrated in the three approaches to value, the existing
hotel improvements, which have consistently operated profitably, contribute
value significantly over the fee simple value of the vacant site.

Based on this analysis, no alternatives to the present use are considered
physically possible, legally permissible, and economically feasible. Therefore,
the highest and best use, as improved, is for continued use as presently
developed, as a 150-room hotel with restaurant and banquet facilities.


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50 Comstock Street, Richland, WA
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                                    VALUATION

There are three approaches to value which will be employed in the analysis: the
Cost Approach including land valuation and construction cost analysis; Direct
Sales Comparison Approach evaluating sales of similar properties; and an Income
Approach based upon the property operating at stabilized income levels.

Cost Approach

In the appraisal process, the Cost Approach requires an analysis of sales of
similar parcels of land to arrive an estimate of market value for the subject
site in fee. The ground lease was analyzed for its terms and conditions and a
discounted cash flow was performed based on the projected income stream from
ground lease payments and reversion, to arrive at an estimate of the leased fee
estate in the ground. This was deducted from the fee value to arrive at the
leasehold estate in the site which was used in the Cost Approach. An estimate is
then made as to the cost to replace the subject's improvements at today's costs
using reliable sources of cost data. Depreciation or obsolescence from all
causes is estimated based on the experiences of similar properties. Depreciation
is then deducted from the replacement costs as new to arrive at the present
worth of the improvements and the leasehold interest in the site.

Market Approach  (Direct Comparison Approach)

This is an appraisal procedure in which the value estimate is predicated upon
prices paid in recent market transactions. Listings and offerings of property
may also be utilized in this analysis, however, the use of listings is limited
since the property has not met the full test of the market and usually tends to
set the upper limit of value. The leased fee estate in the ground was deducted
from the indicated fee value from the sales to arrive at the subject's leasehold
estate. The steps the appraiser follows in this approach are set forth below.

      1. Seeks out similar properties for which pertinent sales, listings,
      offerings and/or rental data are available.

      2. Qualifies the price as to terms, motivating forces and bona fide
      nature.

      3. Compares each of the sale properties' important attributes with the
      corresponding ones of the properties being appraised, under the general
      division of time, location, income and physical characteristics.

      4. Considers all dissimilarities in terms of their probable effect upon
      the sale price.

      5. Formulates an opinion of the relative value of the property being
      appraised as compared with the price of each similar property.


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VALUATION (Continued)

The units of comparison abstracted from the sales are the sales price per square
foot or unit and the overall rate of return. Each of these units of comparison
is discussed more fully below.

Sales Price per Square Foot or Unit

This is an expression of the total consideration divided by the particular unit
of comparison. Its chief advantage is that it is a direct comparison of the
price of the comparable to the property in question. Weighing of comparables may
be necessary due to differences of location, physical characteristics, market
conditions and terms of the sale transactions. It is most accurate when the
subject and the comparables are of similar character and the sales are of recent
vintage.

Overall Rate of Return

This rate is the direct relationship of the net operating income (before debt
service) and the sale price. The overall rate reflects both the return on the
investment and the return of the investment. This is a rate which is frequently
used by investors and appraisers because it is ascertainable from comparable
sales and can be applied directly to the estimated net operation income of the
property under appraisal. This unit of comparison is used in the Income
Approach.

Income Approach

The Income Approach is generally the most relevant approach in evaluating
investment type properties. This approach is predicated on the principle that
value is created by the expectation of benefits derived in the future. The
anticipated net income is converted to a present value by a direct
capitalization or the use of a discounted cash flow process.

Direct Capitalization

This process involves dividing the net operating income by a capitalization
rate. This rate reflects such factors as risk, time, interest on capital
investment, and recapture of the depreciating asset. This approach to value
encompasses the following:

1.    The estimation of current economic rent levels to establish annual
      potential gross revenues. Current economic rents are generally current
      market rents.

2.    The estimation of vacancy and collection loss allowances.

3.    The estimation of annual operating expenses, including the ground lease.

4.    The deduction from potential gross revenues of vacancy and collection loss
      and operating expenses, leaving the net operating income before debt
      service and depreciation.


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VALUATION (Continued)

5.    Capitalization of the net operating income by the appropriate rate as
      abstracted from the market.

Discounted Cash Flow

A widely accepted view of value as of a given valuation date is the discounted
present worth of the anticipated future income reasonably expected to be
generated by an income producing property over a specific period of time. The
process by which future income receipts are converted to a present value is
termed discounting. Many different capitalization methods and techniques are
available to process anticipated future income into a present worth estimate.
The method used depends primarily on the characteristics of the forecast income
stream, the form of the appropriate rate of return or discount rate, and the
time period involved.

The two methods used in this analysis are capitalization in perpetuity
(utilizing an overall capitalization rate discussed above) and capitalization
for a finite period (discounted cash flow analysis). Capitalization in
perpetuity as used in the Income Approach assumes the income stream will
continue undiminished, indefinitely. The rate used to process this income
streams embodies the factors of time preference (opportunity costs), liquidity,
management burdens, and ownership risks. The appropriate rate is derived through
an analysis of sales of properties displaying similar investment opportunities
to the investor.

The discounted cash flow method is a rigidly defined mathematical relationship
between income streams, rates and timing. Processing an income stream by a
correct mathematical formula does not in itself produce a supportable market
value. As with other techniques of income capitalization, the discounted cash
flow analysis requires reliable market data on several critical points. If the
required market data information is not available, the appraiser is injecting
his judgment and opinion in using non-market data and the results are not
justifiable market value.

RECONCILIATION

The final step in the appraisal process is the reconciliation or correlation of
the value indicators. In the reconciliation, the relative applicability of each
of the approaches utilized is considered. Those approaches that are deemed most
appropriate to the particular appraisal question involved are weighed for the
accuracy and reliability of the data used in the analysis, and an opinion is
formed as to the market value of the subject property. The relative weight or
emphasis given to any of the approaches depends on the forces prevalent in the
market which act upon the subject property.


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                                  COST APPROACH

In this approach, it is assumed that a purchaser would consider producing a
substitute, competing property with the same utility as the subject. The net
cost to the rational, informed purchaser is the measure of value of the subject
property. The net cost includes construction costs (to the purchaser, not the
contractor or builder), financing costs, and all other costs incurred during the
construction period. Any depreciation or diminished utility is deducted from the
costs in order to arrive at a net contribution of the improvements in their
present condition to the total property value as of the valuation date. The site
is valued in fee, as if vacant and available to be put to its highest and best
use. The ground lease was analyzed for its terms and conditions and a discounted
cash flow was performed based on the projected income stream from ground lease
payments plus reversion, to arrive at an estimate of the leased fee estate. This
was deducted from the fee value to arrive at the leasehold estate in the site.
This is then added to the depreciated improvement costs to yield the value of
the total property as indicated by the Cost Approach.

Land Valuation

The most reliable procedure for estimating the land value is by the application
of the Direct Sales Comparison Approach. In estimating the value of the
subject's site, a search was conducted to find sales of similar parcels with
similar zoning and characteristics. Those sales considered to be the most
relevant indicators of the subject's land value are detailed on the following
pages.


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                                [GRAPHIC OMITTED]

                            COMPARABLE LAND SALES MAP


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<PAGE>

50 Comstock Street, Richland, WA
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                             COMPARABLE LAND SALE 1

PROPERTY IDENTIFICATION

Address:                     Northwest corner Comstock Street
                             and Bradley Boulevard
City:                        Richland, Washington
APN:                         1-1498-102-0564-003
County:                      Benton
Map Reference:               N/A
Property Rights:             Fee Simple

SALE INFORMATION

Grantor:                     City of Richland
Grantee:                     Bradley Landing Associates
Excise Tax Number:           93-07231 and 93-07232
Sale Price:                  $241,753
Sale Terms:                  Cash Equivalent
Sale Date:                   December 29, 1993

SITE DESCRIPTION

Site Area:                   217,800 sq. ft.            5.0 acres
Zoning:                      Public Reserve
Utilities:                   See Comments
Off-Sites:                   See Comments
Topography:                  Level
Location:                    Arterial and local street frontage

SALE ANALYSIS

Price Per Square Foot:       $1.11

COMMENTS

This is a December 1993 sale of the 5.0 acre parcel located across Bradley
Boulevard from the subject. This site has frontage on the north side of Comstock
Street, the west side of Bradley Boulevard, and the east side of George
Washington Way. The site is below grade with George Washington Way, and
therefore, there is no access from this arterial street. At the time of sale the
property was zoned as Public Reserve, but rezoned to a planned unit development
by the buyer. The buyer had to share the cost of street improvements for Bradley
Boulevard and extension of utilities along Bradley Boulevard at a total cost of
about $1,000,000 to the buyer and adjoining property owners. The buyer
constructed two two-story office buildings on the south 3.26 acres and is
holding the north 1.74 acres as a speculative investment. Based on the 5-acre
parcel size and the $1,000,000 cost which was shared by adjoining property
owners, the buyer was responsible for approximately $250,000 of the total cost
which adds an additional $1.15 per square foot to the effective land cost.


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                             COMPARABLE LAND SALE 2

PROPERTY IDENTIFICATION

Address:                     Northeast side Bradley Boulevard,
                             north of Comstock Street
City:                        Richland, Washington
APN:                         1-1198-402-0563-003 and 1-1498-102-0564-007 
                             (portions)
County:                      Benton
Map Reference:               N/A
Property Rights:             Fee Simple

SALE INFORMATION

Grantor:                     City of Richland
Grantee:                     Bradley Landing Associates
Excise Tax Number:           95-0367
Sale Price:                  $1,028,104
Sale Terms:                  Cash
Sale Date:                   September 26, 1995

SITE DESCRIPTION

Site Area:                   257,000 sq. ft.            5.90 acres
Zoning:                      Public Reserve
Utilities:                   See Comments
Off-Sites:                   See Comments
Topography:                  Level
Location:                    Interior parcel with Columbia River frontage 
                             adjoining the subject to the north

SALE ANALYSIS

Price Per Square Foot:       $4.00

COMMENTS

This is a September 1995 sale of two contiguous parcels containing a total of
5.90 acres adjoining the subject to the north. This site has frontage on the
northeast side of Bradley Boulevard and Columbia River frontage along the east
side of the site. At the time of sale the property was zoned as Public Reserve,
but rezoned to a planned unit development by the buyer. The buyer shared the
cost of street improvements for Bradley Boulevard and extension of utilities
along Bradley Boulevard at a total cost of about $1,000,000 to the buyer and
adjoining property owners. The buyer is a land developer who purchased the site
as a speculative investment. The property is now offered for lease under the
terms of a long-term ground lease at $1.00 per square foot per year. Based on
the 5.90-acre parcel size and the $1,000,000 cost which was shared by adjoining
property owners, the buyer was responsible for approximately $290,000 of the
total cost which adds an additional $1.15 per square foot to the effective land
cost.


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                             COMPARABLE LAND SALE 3

PROPERTY IDENTIFICATION

Address:                     Northeast side Bradley Boulevard,
                             east of George Washington Way
City:                        Richland, Washington
APN:                         1-1198-402-0563-003 and 1-1498-102-0564-007 
                             (portion)
County:                      Benton
Map Reference:               N/A
Property Rights:             Fee Simple

SALE INFORMATION

Grantor:                     City of Richland
Grantee:                     Bradley Landing Associates
Excise Tax Number:           95-03765
Sale Price:                  $717,357
Sale Terms:                  Cash
Sale Date:                   September 26, 1995

SITE DESCRIPTION

Site Area:                   199,266 sq. ft.            4.57 acres
Zoning:                      Public Reserve
Utilities:                   See Comments
Off-Sites:                   See Comments
Topography:                  Level
Location:                    Interior block parcel with Columbia River frontage

SALE ANALYSIS

Price Per Square Foot:       $3.60

COMMENTS

This is a September 1995 sale of two contiguous parcels containing a total of
4.57 acres adjoining the subject to the north. This site has frontage on the
northeast side of Bradley Boulevard, Columbia River frontage along the east
side, and a city park along the north side of the site. At the time of sale the
property was zoned as Public Reserve, but rezoned to a planned unit development
by the buyer. The buyer had to share the cost of street improvements for Bradley
Boulevard and extension of utilities along Bradley Boulevard at a total cost of
about $1,000,000 to the buyer and adjoining property owners. The buyer is a land
developer who purchased the site as a speculative investment, and resold the
site (See Sale 4) after completion of the infrastructure. Based on the 4.57-acre
parcel size and the $1,000,000 cost which was shared by adjoining property
owners, the buyer was responsible for approximately $225,000 of the total cost
which adds an additional $1.15 per square foot to the effective land cost.


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                             COMPARABLE LAND SALE 4

PROPERTY IDENTIFICATION

Address:                     Northeast side Bradley Boulevard,
                             east of George Washington Way
City:                        Richland, Washington
APN:                         1-1198-402-0563-003 and 1-1498-102-0564-007 
                             (portion)
County:                      Benton
Map Reference:               N/A
Property Rights:             Fee Simple

SALE INFORMATION

Grantor:                     Bradley Landing Associates
Grantee:                     Van-Gar-Nac Real Estate
Excise Tax Number:           95-03766
Sale Price:                  $1,314,456
Sale Terms:                  Cash
Sale Date:                   September 29, 1995

SITE DESCRIPTION

Site Area:                   199,266 sq. ft.            4.57 acres
Zoning:                      Planned Unit Development
Utilities:                   All Available
Off-Sites:                   All Available
Topography:                  Level
Location:                    Interior block parcel with Columbia River frontage

SALE ANALYSIS

Price Per Square Foot:       $6.60

COMMENTS

This is a September 1995 sale of two contiguous parcels containing a total of
4.57 acres adjoining the subject to the north. This site has frontage on the
northeast side of Bradley Boulevard, Columbia River frontage along the east
side, and a city park along the north side of the site. The seller is a land
developer who purchased the site from the City of Richland and immediately
resold the site to the buyer for construction of a new Hampton Inn Hotel. The
seller was responsible for paying the cost of extending Bradley Boulevard and
utilities to the site (See Sale 3, the previous sale of this site). The buyer's
new Hampton Inn opened during the summer of 1996.


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50 Comstock Street, Richland, WA
- --------------------------------


                             COMPARABLE LAND SALE 5

PROPERTY IDENTIFICATION

Address:                     West side Bradley Boulevard,
                             at George Washington Way
City:                        Richland Washington
APN:                         1-1498-101-1987-003
County:                      Benton
Map Reference:               N/A
Property Rights:             Fee Simple

SALE INFORMATION

Grantor:                     City of Richland
Grantee:                     Bradley Landing Associates
Excise Tax Number:           95-02289
Sale Price:                  $223,169
Sale Terms:                  Cash
Sale Date:                   June 26, 1995

SITE DESCRIPTION

Site Area:                   192,535 sq. ft.            4.42 acres
Zoning:                      Public Reserve
Utilities:                   See Comments
Off-Sites:                   See Comments
Topography:                  Level
Location:                    Interior block parcel with arterial frontage

SALE ANALYSIS

Price Per Square Foot:       $1.16

COMMENTS

This sale is an irregular shaped, interior block parcel located on the east side
of Bradley Boulevard with additional frontage on the east side of George
Washington Way. The site is below grade with George Washington Way, and
therefore, there is no access from this arterial street. At the time of sale the
property was zoned as Public Reserve, but rezoned to a planned unit development
by the buyer. The buyer had to share the cost of street improvements for Bradley
Boulevard and extension of utilities along Bradley Boulevard at a total cost of
about $1,000,000 to the buyer and adjoining property owners. Based on the 5-acre
parcel size and the $1,000,000 cost which was shared by adjoining property
owners, the buyer was responsible for approximately $220,000 of the total cost
which adds an additional $1.15 per square foot to the effective land cost. The
site is now available for lease at an asking rate of $1.00 per square foot, or
for sale at an asking price of $10.00 per square foot.


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50 Comstock Street, Richland, WA
- --------------------------------


ANALYSIS OF LAND SALES

Property Rights Conveyed

This adjustment considers the differences in legal status (interest) between the
subject property and the comparable sales. Specific interests convey different
types of rights in a property that affect value. Property rights can be defined
as fee simple, leased fee and leasehold interests. All the land sales used
involved the transfer of the fee simple interest. The property rights under
appraisal in the subject is the leasehold interest since the site is leased from
the City of Richland. In order to determine if a positive or negative leasehold
interest exists, it is first necessary to value the fee simple estate in the
subject site, therefore no adjustments are applied for property rights conveyed.

Terms of Sale

The comparable land sales have been reviewed in reference to their financing.
All of the sales involved either all cash sale terms or substantial down
payments with short-term seller financing at terms considered to be market.
Therefore, no cash equivalency adjustments are applied.

Conditions of Sale

All of the sales appear to be arm's-length transactions between willing buyers
and sellers, and free of any non-market influences. Therefore, no adjustments
for conditions of sale are necessary.

Market Conditions - Time Factor

The five sales occurred between December 1993 and September 1995, and are
considered the most recent comparable sales available. Although Sales 3 and 4
are sales of the same property, these sales essentially represent a double
escrow and the buyer in Sale 3 was responsible for paying a pro-rata share of
the street and utility improvements costs to finish Bradley Boulevard and extend
utilities to the site. Sale 4 included all necessary utilities and
infrastructure. Due to the differences between the sales and the double escrow,
these sales do not provide any market indicator of the rate of change in land
values. Since four of the five sales occurred during 1995, and the value
indicator of the 1993 sale falls in line with the remaining sales, no adjustment
for market conditions is considered necessary.

Other Adjustments

Factors which have an influence on value such as location, growth patterns and
trends, accessibility to freeways, employment and commerce centers, size, and
physical improvements required for development (off-sites), all require
appropriate adjustments in comparing the comparable sales to the subject
property.


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50 Comstock Street, Richland, WA
- --------------------------------


ANALYSIS OF LAND SALES

All five sales are located along Bradley Boulevard within one block of the
subject. Sales 1 and 5 are located on the west side of Bradley Boulevard and do
not have Columbia River frontage. Sales 2, 3, and 4 have Columbia River frontage
similar to the subject's river frontage. Upward adjustments are indicated to
reflect the inferior non-river front locations of sales 1 and 5.

Sales 1, 2, 3, and 5 sold with the buyer assuming responsibility for a pro-rata
share of the approximately $1,000,000 in cost associated with extension of
utilities and completion of Bradley Boulevard. This cost, based on the 20 acres
impacted by these costs, amounts to approximately $1.15 per square foot. Sales
1, 2, 3, and 5 are adjusted upward by $1.15 per square foot to reflect the
infrastructure costs assumed by the buyer.

Sales 1 and 5, at 5.0 and 4.42 acres sold at about the same price per square
foot. Sales 2 and 3, with 5.90 and 4.57 acres, sold on the same day to the same
buyer. The larger parcel sold for slightly more per square foot than the smaller
parcel. In addition, Sales 2 and 3 can be considered a single transaction since
they involved the same buyer and seller on the same date. Based on this market
evidence, no size adjustment, is considered necessary.

Concluded Land Value

Prior to adjustment, the five comparable land sales indicate a range of value
indicators from $1.11 to $6.60 per square foot After adjustment, the range
narrowed to approximately $4.75 to $6.60 per square foot, with four of the five
sales providing adjusted value indicators near $5.00 per square foot. After
considering Sale 4 to an end user at $6.60 per square foot, and the asking
ground lease rates of $1.00 per square foot per year on the parcels adjoining
the subject, and the $10.00 per square foot asking price on the non-river
frontage parcels, a market value above the $5.00 value supported by four of the
sales is indicated, and we conclude to a value estimate of $6.00 per square
foot.

Therefore, the current market value estimate of the subject's 11.08 acre site
is:

          482,645 +/- square feet @ $6.00 per square foot = $2,895,870

                               Rounded $2,900,000


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50 Comstock Street, Richland, WA
- --------------------------------


COST APPROACH (Continued)

Ground Leased Fee & Leasehold Interests Valuation

Leased Fee Valuation

Having valued the land in fee simple we must now value the leased fee interest
in the site created by the long term ground lease which extends through December
2015. The ground lease terms are detailed in the Site Data section and a copy of
the ground lease summary is located in the addenda.

Potential Gross Income

The potential gross income of the subject is stipulated by the long term ground
lease which encumbers the property and to which the appraisal is made.

The existing lease is a 55 year initial term lease which commenced in January
1961 and extends through December 29, 2015. There is an option to renew the
lease 44 additional years at market rent. The current rent is $33,238 per year
and it is fixed for the balance of the initial term. Our cash flow extends
through the initial term only since the leasehold if any at that time is not
certain given that rent goes to market.

Expense Analysis

Having determined the potential gross income, we must now estimate the operating
expenses associated with the subject property.

Vacancy & Collection Loss

Vacancy and collection loss is an allowance for a reduction in the potential
gross income, due to vacant or uncollected payment of rent. Based on the
subject's long term ground lease status and the fact that we are valuing the
leased fee estate, vacancy and collection loss is considered to be a minimal
expense since the lessee has a very strong interest to protect by keeping the
subject lease current and in effect. We estimate vacancy and collection loss at
1 percent of gross income.

Operating Expenses

Operating expenses are the annual expenditures borne by the owner of
income-producing property necessary to continue the production of the effective
gross income.

Under the projected income analysis the lessor is not responsible for any of the
operating expenses. The only expense the lessor is responsible for is
management. This expense is estimated as follows:

Management. This item is for off-site management expenses. Management is
estimated at 2.0 percent based on the ground lease being to a triple net lease
with minor management duties and it's long term remaining.


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50 Comstock Street, Richland, WA
- --------------------------------


COST APPROACH (Continued)

Rate of Return Analysis

The next step in this analysis is the selection of an appropriate yield rate for
the ground lease payment. The rate of return utilized in this approach is
defined as follows.

Discount Rate - A rate of return commensurate with perceived risk used to
convert future payments or receipts into present value. The pretax equity yield
rate used to discount the projected cash flows from the ground lease is be based
on an analysis of yield rates anticipated by the many investors in the real
estate market and other alternative investment markets. These rates are not
historical yield rates; rather, they are the rates which reflect the acceptable
yield expectations because the yield rate used in the discounted cash flow model
is anticipatory.

The discount rate applicable to the subject ground lease and reversion is
estimated based on analysis of land yield rates as indicated by sales of the
lessors' interests in several properties encumbered with long term ground
leases. The yield rate is defined as the sum of the going in overall rate plus
the anticipated growth rate. We analyzed overall yield rates achieved by lessors
on relatively recent long term ground leases, to which an anticipated growth
rate is added, to arrive at an appropriate yield rate indication.

Large national fast-food chains, such as McDonald's, will enter into ground
leases based on an 8.5 percent first year's return on the current market value
of the land. Second tier national fast-food chains such as Wendy's and Burger
King normally enter into ground leases at returns of 9.0 to 9.5 percent. Ground
leases to non-national credit tenants are normally consummated at returns on the
current market value of the land of at least 10.0 to 10.5 percent, depending on
credit worthiness of the

A 56,000 square foot commercial site that is subject to a ground lease and
located in Chatsworth CA sold in September 1990 for $840,000 with $95,400 in
annual income indicating a yield rate of 11.36%. Another land leased site
located on Foothill Boulevard in Fontana sold in April 1991 for $4,550,000 with
an annual income of $567,492 per year indicating a 12.5% yield rate. These
indicates a yield rate of between 11.36% and 12.47%.

In May 1992 a car wash site located at 2750 Bristol Street in Costa Mesa that
was leased in 1988 was purchased out by the lessee from the lessor based on 9.8%
rate of return. In May 1992 a ground lease for a commercial site located in
Rancho Cucamonga was leased for 50 years to a large shopping center developer
based on a 9.0 percent going in rate with adjustments every five years. In
October 1991, the Taco Bell Corporation entered a 20 year ground lease in
Fullerton California at a rate of 9.3% of the fair market value of the land with
adjustment every five years. These leases indicate going in capitalization rates
between 9.0% and 9.8%. Adding in anticipated growth rates between 2 and 3
percent per year results in a yield rate range between 11.0% and 12.8%.


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50 Comstock Street, Richland, WA
- --------------------------------


COST APPROACH (Continued)

In our opinion the yield rate applicable to ground leases is between 11.0% and
12.5%. for leases with long term remaining and periodic adjustments. Given that
the subject rent is based on a percentage of gross revenues, and thus is likely
to adjust regularly, as well as it's long term remaining, it is our opinion that
the subject's leased fee should be discounted at a yield rate of 11.0%.

Reversion

The reversion of the land is projected to occur at the end of the initial term
of the subject ground lease since we can not predict economic and market
conditions much beyond that . The future value of the site is calculated by
using the current land value estimate, previously estimated, and projecting an
expected growth rate applicable to the land. Based on historical trends and
current investment parameters and expectations, we estimate a growth rate of 3
percent per year. The future value of the land is discounted at the same yield
rate previously estimated for the income steam to arrive at a net present value
of the reversion. This is added to the sum of the present value of the income
stream to arrive at a total present value of the leased fee estate in the
subject property. Subtracting the leased fee value estimate from the fee value
of the site results in an estimate of the leasehold in the site, subject to the
ground lease.

Conclusions

Located on the following pages are the cash flows, which show the calculations
and value estimates of the leased fee and leasehold estates. The indicated value
of the leased fee estate is $950,000. The leasehold estate, that is the lessee's
interest in the site under the ground lease, is estimated by subtracting the
leased fee value from the fee value of the land, $2,900,000, which results in a
negative leasehold value of $1,940,000 which is understandable since the ground
lease includes improvements while the reversion is of the site only. The
estimate of the leased fee value is utilized in the Sales Comparison Approach
and the leasehold value is used in the Cost Approach.


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<TABLE>
<CAPTION>
                                                                                LEASED FEE VALUATION
Lease Commenced:              1/61                                              50 Comstock Street
Initial Term:                   55 + 44 yrs option                              Richland, WA
Current Rent:              $33,238                                              As of December 1, 1996
Adjustments:              None till termination of initial term

Fiscal Year (Dec-Nov)                                  1997         1998     1999     2000     2001     2002     2003     2004
==============================================================================================================================
<S>                             <C>          <C>    <C>       <C>         <C>      <C>      <C>      <C>      <C>      <C>    
GROSS INCOME                                                   
Annual Rent                                         $33,238   $   33,238  $33,238  $33,238  $33,238  $33,238  $33,238  $33,238
Less Collection Loss Allowance                1.0%      332          332      332      332      332      332      332      332
                                                              ----------------------------------------------------------------
Effective Gross Income                               32,906       32,906   32,906   32,906   32,906   32,906   32,906   32,906

Less Management Expense                       2.0%      658          658      658      658      658      658      658      658
                                                              ----------------------------------------------------------------

Net Operating Income                                $32,248   $   32,248  $32,248  $32,248  $32,248  $32,248  $32,248  $32,248

Discount Rate                                11.0%
Discount Factor                                      0.9009       0.8116   0.7312   0.6587   0.5935   0.5346   0.4817   0.4339
Present Value                                       $29,052   $   26,173  $23,579  $21,242  $19,137  $17,241  $15,532  $13,993

Total P. V. of Income Stream                                  $  252,428

- ------------------------------------------------------------------------
REVERSION ANALYSIS
Current Value of Site in Fee                                  $2,895,870
                                482,645 Sq Ft. @      $6.00
Growth Rate                                   3.0%
Future Value Factor                                               1.7535
Future Value of Reversion                                     $5,077,926
Present Value Factor @                       11.0%              0.137678
- ------------------------------------------------------------------------

Present Value of Reversion                                    $  699,117

Total Present Value of
  the Leased Fee Estate                                       $  951,545

Leased Fee Estate (rounded to)            $10,000             $  950,000

Extracted Value of the Leasehold                              $l,940,000
</TABLE>


                                                                              69
<PAGE>

                              LEASED FEE VALUATION
Lease Commenced:              50 Comstock Street
Initial Term:                 Richland, WA
Current Rent:                 As of December 1, 1996
Adjustments:                  ======================

<TABLE>
<CAPTION>
Fiscal Year (Dec-Nov)       2005     2006       2007      2008      2009      2010      2011      2012      2013      2014      2015
====================================================================================================================================
<S>                      <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>    
GROSS INCOME
Annual Rent              $33,238   $33,238   $33,238   $33,238   $33,238   $33,238   $33,238   $33,238   $33,238   $33,238   $30,468
Less Collection Loss 
  Allowance                  332       332       332       332       332       332       332       332       332       332       305
                         -----------------------------------------------------------------------------------------------------------
Effective Gross Income    32,906    32,906    32,906    32,906    32,906    32,906    32,906    32,906    32,906    32,906    30,163
                                                                                                                                    
Less Management Expense      658       658       658       658       658       658       658       658       658       658       603
                         -----------------------------------------------------------------------------------------------------------

Net Operating Income     $32,248   $32,248   $32,248   $32,248   $32,248   $32,248   $32,248   $32,248   $32,248   $32,248   $29,560
                                                                                                                                    
Discount Rate                                                                                                                       
Discount Factor           0.3909    0.3522    0.3173    0.2858    0.2575    0.2320    0.2090    0.1883    0.1696    0.1528    0.1377
Present Value            $12,606   $11,357   $10,232   $ 9,218   $ 8,304   $ 7,481   $ 6,740   $ 6,072   $ 5,470   $ 4,928   $ 4,070

</TABLE>


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50 Comstock Street, Richland, WA
- --------------------------------


COST APPROACH (Continued)

Reproduction Cost New
The next step in the Cost Approach is to estimate the cost new of the subject
improvements. The dimensions and characteristics of the improvements have been
identified through a field inspection and analysis. There are two forms of cost
data generally available. These are Replacement and Reproduction costs.

Replacement Cost is defined in Real Estate Terminology, Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of a building having
utility equivalent to the building being appraised but built with modern
materials and according to current standards, design and layout."

Reproduction Cost is defined in Real Estate Terminology, Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of an exact duplicate or
replica using the same materials, construction standards, design, layout, and
quality of workmanship, embodying all the deficiencies, super adequacies and
obsolescence of the subject building."

The use of the replacement cost concept presumably eliminates all functional
obsolescence, and the only depreciation to be measured is physical deterioration
and external obsolescence. In this appraisal, the Marshall Valuation Service, a
nationally recognized cost service, as well as consultation with local
contractors, has been used to derive the estimate of the replacement cost. The
publishers of this manual consider the estimates to be replacement costs, but
when the cost model closely conforms in construction materials and methods to
the subject, these costs can be considered as reproduction costs.

Since the cost estimate is applied to the gross area of the subject property,
the deficiencies and other adequacies of the subject are embodied in the cost
estimate and are dealt with in the depreciation estimate. The cost utilized in
this analysis is therefore considered to represent Reproduction Costs.

This estimate is set forth on the Development Proforma located at the end of
this approach. These costs include hard costs for construction, soft costs for
architectural and engineering, soil, legal, supervision, fees and related costs;
Financing costs; leasing commissions; and rent loss during absorption.
Developers profit is added at 18 percent to account for the high level of risk
and skill required to develop hotel property. The hard construction cost for the
improvements is estimated at $76.92 per square foot. Soft costs are estimated at
8 percent for design, architectural and engineering; 3 percent for development
overhead, and 25 percent of annual income is estimated for opening expenses and
income loss during stabilization.


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50 Comstock Street, Richland, WA
- --------------------------------


COST APPROACH (Continued)

Furniture, Fixtures & Equipment

The guest rooms are furnished with typical modern furnishings which include
either a single king-sized bed, two or three queen beds, side tables, desk,
dresser, chairs, table, draperies, night stands, color television with remote,
lamps, couch, clock radio and telephones. Most rooms have a small refrigerator,
microwave and hair dryer. There are some kitchenette units. FF&E includes all
the furnishings, linens and supplies, cleaning and house keeping equipment,
business office and front desk equipment, furnishings and related personal
items. We have estimated these personal property items at $5,000 replacement
cost new and $3,000 per room depreciated replacement value, or $450,000.

Accrued Depreciation

Accrued depreciation is the difference between the reproduction cost of the
improvements and the market value of the improvements on the date of valuation.
Depreciation is characterized by three categories: physical, functional and
external.

Physical depreciation is evidenced by wear and tear of the structure. Functional
obsolescence is also caused by internal characteristics such as a poor floor
plan, inadequate mechanical equipment or functional inadequacy or over adequacy
due to size or other characteristics. External or economic obsolescence is
caused by conditions external to the property, such as a lack of economic demand
or changing property uses in the area, or general national or regional economic
conditions.

To establish the appropriate depreciation to be applied to the subject, the
Marshall Valuation Service has been consulted. This service collates by type of
construction and usage actual case studies of properties to produce market
derived depreciation and remaining life estimates. These studies resulted in
mathematical curves from which the depreciation for any initial life expectancy
can be computed. An additional method of estimating physical depreciation is the
Age/Life Method. This is a method of estimating incurable physical deterioration
as a percentage applied to current replacement or reproduction cost new of the
improvements. The percentage reflects the ratio of estimated effective age to
typical anticipated economic life.

The depreciation estimate for the subject property is based on an effective age
of 20 years and an expected life of 50 years for the improvements indicating a
depreciation estimate of 40 percent.

Located on the following page is a summary of the replacement cost new,
depreciation and value indication via the Cost Approach. It indicates a value of
the ground leasehold as follows:

                                   $8,900,000
                                   ==========


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<TABLE>
<CAPTION>
=============================================================================================================
Development Proforma 
Shilo Inn, Richiand, WA
- -------------------------------------------------------------------------------------------------------------

MVS: Sec. 11. P 17. Class D, Good Current X    Local X    Adj $/sf
- -------------------------------------------    -------    --------
<S>                        <C>     <C>            <C>    <C>          <C>             <C>             <C>
Base Cost:                 $69.30     1.00        1.11     $76.92
Hard Costs                         Measure               $/Measure                          Cost         $/SF
- ----------                         -------               ---------                          ----         ----
 Building                           88,193 SF              $76.92     $6,784,070
 Yard Improvements                                                    $  275,000
                                                                      ----------

Total Hard Costs                                                                      $7,059,070      $ 80.04

Soft Costs
Architectural & Engineering                       8.00%               $  564,700
Development Overhead                              3.00%                  211,800
Stabilization & Opening Expenses       25% of annual income             509,518

Total Soft Costs                                                                      $l,286,018      $ 14.58
                                                                                      ----------

Total Improvement Costs                                                               $8,345,088      $ 94.62

Entrepreneurial Profit              18.00%                                            $1,502,116      $ 17.03
                                                                                      ----------      -------
Total                                                                                 $9,847,204      $111.66

Depreciation Adjustment             Age-Life                % Dep.      $ Dep.
Physical                            20/50                   40.00%    $3,338,035


Total Depreciation                                                                    $3,338,035      $ 37.85
                                                                                      ----------      -------
Project Costs (Depreciated Replacement Cost)                                          $6,509,169      $ 73.81

Depreciated Furniture Fixtures & Equipm             150 Units @       $    3,000      $  450,000

Land Valuation                      Acres            SF      $/SF     Land Value           Total
- --------------                      -----            --      ----     ----------           -----
Site Value in Fee                    2.95       482,645     $6.00     $2,895,870

Leasehold in Land                    2.95       482,645     $4.02                     $1,940,000

- -------------------------------------------------------------------------------------------------------------
Indicated Value                                                                       $8,899,169

Rounded                                                                               $8,900,000
                                                                                      ==========

=============================================================================================================
</TABLE>


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50 Comstock Street, Richland, WA
- --------------------------------


                           DIRECT COMPARISON APPROACH

The Direct Comparison Approach attempts to estimate the value of the subject
property by comparing sales of similar properties within the market area of the
subject. These sales are inspected, verified as to price, terms and conditions
of the property at the date of sale, location, and income characteristics of the
property. The data are then analyzed and compared to the subject property. The
units of comparison considered significant in determining the subject's market
value are the sale price per square foot and price per unit. In addition, a
Gross Room Multiplier is derived for use as an additional measure of value for
this approach. The overall rate is also abstracted from the market data for use
in the Income Approach.

A search of the subject's regional market area was conducted to find sales of
generally comparable hotel facilities that have occurred in the recent past. A
summary of the sales that were considered most relevant for this analysis are
summarized on the following page.


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<PAGE>

                         REGIONAL SUMMARY OF HOTEL SALES

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
                                 Date of  Year   Building    Land  Land/Bldg   No of   Gross.       Sale     Price/    Price/
No.      LOCATION                 Sale    Built    Area      Area    Ratio     Units  Area/Rm.     Price     Sq. Ft.    Unit
- -----------------------------------------------------------------------------------------------------------------------------
<C>                              <C>       <C>    <C>       <C>      <C>        <C>     <C>     <C>          <C>      <C>    
1   Comfort Inn                  May-95    1990   30,740    76,405   2.49 :1     58     530     $2,800,000   $ 91.09  $48,276
    13207 NE 20th Avenue                            Est.                                                                     
    Vancouver, WA                                                                                                            
                                                                                                                             

2   Comfort Inn                  Jun-96    1992   34,000    66,646   1.96 :1     64     531     $2,600,000   $ 76.47  $40,625
    8855 SW Citizens Drive                                                                                                   
    Wilsonville OR

3   Ramada Inn                   Oct-94    1978   68,410    16,200   0.24 :1    120     570     $8,400,000   $122.79  $70,000
    2200 Fifth Avenue                                                                                                        
    Seattle, WA                                                                                                              

4   Travelodge                   Jun-94    1961   30,820    56,912   1.85 :1     74     416     $4,200,000   $136.28  $56,757
    4715 25th Avenue NE                                                                                                      
    Seattle, WA                                                                                                              

5   West Coast Gateway Hotel     Mar-96    1990   59,074    71,165   1.20 :1    145     407    $11,218,l64   $189.90  $77,367
    18415 Pacific Highway South                                                                                              
    Seattle, WA

6   Best Western Hotel           Mar-95    1986   91,618   262,749   2.87 :1    147     623     $5,500,000   $ 60.03  $37,415
    15901 W. Valley Highway                                                                                                  
    Tukwilla WA                                                                                                              
    Unadjusted Range:                     $60.03    to      $189.90 /Sq.Ft.
                                         $37,415    to      $77,367 /Unit
                                       Mean:     $112.76 / Sq Ft             $55,073 / Unit
</TABLE>


- ------------------------------------------------------------------------
                                    Comments
No.      LOCATION                
- ------------------------------------------------------------------------
1   Comfort Inn                   Occupancy reported at 70 percent
    13207 NE 20th Avenue          ADR @ $46.00. No food and beverage
    Vancouver, WA                 One meeting room, spa, pool, excercise
                                  Located near new mall.

2   Comfort Inn                   Two-story wood frame motel located
    8855 SW Citizens Drive        in suburban location.
    Wilsonville OR

3   Ramada Inn                    Four-story wood frame & stucco
    2200 Fifth Avenue             downtown location. Renovated prior
    Seattle, WA                   to sale. $70 ADR estimate.

4   Travelodge                    Includes retail building (Blockbuster)
    4715 25th Avenue NE           ADR est $55.00
    Seattle, WA                   Pool, spa.

5   West Coast Gateway Hotel      SeaTac Airport location.
    18415 Pacific Highway South   All cash sale.
    Seattle, WA

6   Best Western Hotel            Three story wood frame structure
    15901 W. Valley Highway       includes restaurant, spa, excercise
    Tukwilla WA                   room and outdoor pool


                                                                              75
<PAGE>

                               [GRAPHIC OMITTED]

                                 Comparable Sale


                                                                              76
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50 Comstock Street, Richland, WA
- --------------------------------


                             COMPARABLE SALE NO. 1

                                [GRAPHIC OMITTED]


ADDRESS:         Comfort Inn                 GRANTOR:          Ray Patel, et al.
                 13207 NE 20th Avenue        GRANTEE:          Shree Ram LLC
                 Vancouver, WA
DESCRIPTION:     Two-story wood frame        DOCUMENT #:       Na
                 and stucco limited service  MARKET TIME:      Na
                 hotel                       NUMBER OF UNITS:  58
YEAR BUILT:      1990                        SALE PRICE:       $2,800,000
LOT SIZE:        76,405 S.F.                 SALE DATE:        June 5, 1995
CONDITION:       Average/Good                TERMS:   $350,000 down
QUALITY:         Average                              seller wrapped existing 
                                                      $1.45M 1st TD with, due in
                                                      10 years

BUILDING AREA:   30,740 S.F.                 GROSS INCOME:     $685,540
LAND:BLDG RATIO: 2.49:1                      NET INCOME:       $288,000
PRICE/S.F.:      $91.09                      OVERALL RATE      10.29%
PRICE/UNIT:      $48,276                     GRM:              4.08
FF&E:            $140,000

COMMENTS: This property is located at the Vancouver Mall north of Portland
Airport in a newly developing area. It is a newer property in good condition but
round about access. 1994 ADR reported at $46.00 and Occupancy at 70%.


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                              COMPARABLE SALE NO. 2

                               [GRAPHIC OMITTED]

ADDRESS:          Comfort Inn              GRANTOR:        Mahalaxmi Inc.
                  8855 SW Citizens Drive   GRANTEE:        Ganesh Enterprises
                  Wilsonville, OR
DESCRIPTION:      Two-story wood           DOCUMENT #:     960304444
                  frame limited service    MARKET TIME:    Na
                  hotel
NUMBER OF UNITS:  64
YEAR BUILT:       1992                     SALE PRICE:     $2,600,000
LOT SIZE:         66,646 S.F.              SALE DATE:      June 19, 1996
CONDITION:        Average/Good             TERMS:          $800,000 down
QUALITY:          Average                                  $1,8M 1st Td 
                                                           Commercial Bank
BUILDING AREA:    34,000 S.F.              GROSS INCOME:   $804,825
LAND:BLDG. RATIO: 1.96:1                   NET INCOME:     $310,628
PRICE/S.F.:       $76.47                   OVERALL RATE    11.95%
PRICE/UNIT:       $40,625                  GRM:            3.23
FF&E:             $160,000 Est.

COMMENTS: This suburban property is located near Highway 5 and is a newer
property with good exposure but less than direct access.


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                              COMPARABLE SALE NO. 3

                                [GRAPHIC OMITTED]

ADDRESS:          Ramada Inn               GRANTOR:        2200 Fifth Ave. Ltd.
                  2200 5th Avenue          GRANTEE:        Devin Corporation
                  Seattle, WA
DESCRIPTION:      Four-story over parking  DOCUMENT #:     9410280992
                  frame and stucco hotel   MARKET TIME:    6 months
                  with restaurant/lounge   UMBER OF UNITS: 120
YEAR BUILT:       1978                     SALE PRICE:     $8,400,000
LOT SIZE:         16,200 S.F.              SALE DATE:      October 28, 1994
CONDITION:        Average                  TERMS:          $3,000,000 down
QUALITY:          Average                                  $5,400,000 1st Td 
                                                           Seafirst Bank
BUILDING AREA:    68,410 S.F.              GROSS INCOME:   Na
LAND:BLDG RATIO:  0.24:1                   NET INCOME:     Na
PRICE/S.F.:       $122.79                  OVERALL RATE    Na
PRICE/UNIT:       $70,000                  GRM:            Na

COMMENTS: This property is located on Fifth Avenue in the Denny Grade area of
downtown Seattle. It was renovated prior to the sale with new lobby, HVAC and
FF&E. Property leases additional parking nearby. Seller leased back property for
10 years, terms unknown. Central city location, average appeal.


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                              COMPARABLE SALE NO. 4

                               [GRAPHIC OMITTED]

ADDRESS:          Travelodge               GRANTOR:      Vincent Hanna Fowler 
                                                         Inv.
                  4715-25 25th Avenue NE   GRANTEE:      P.B. Investments Ltd.
                  Seattle, WA
DESCRIPTION:      One and two-story wood   DOCUMENT #:   9506222113
                  frame and stucco motel   MARKET TIME:  12 month
                  with 6,700 sf retail 
                  building
NUMBER OF UNITS:  74
YEAR BUILT:       1961                     SALE PRICE:   $4,200,000
LOT SIZE:         56,912 S.F.              SALE DATE:    June 22, 1994
CONDITION:        Average                  TERMS:        All cash
QUALITY:          Average
BUILDING AREA:    30,820 S.F.              GROSS INCOME: Na
LAND:BLDG RATIO:  1.85:1                   NET INCOME:   Na
PRICE/S.F.:       $136.28                  OVERALL RATE  Na
PRICE/UNIT:       $56,757                  GRM:          Na

COMMENTS: This suburban property is located north of the University of
Washington and across from University Village shopping center. The Travelodge
has a detached Blockbuster retail store on the site which enhanced the sales
price. That store is leased at $9,520 per month triple net with 7 years
remaining. Extraction of retail portion value indicates $800,000 based on
capitalization of lease income for 7 years plus reversion on the Blockbuster
lease. Residual to the Motel is $3,400,000 or $45,945 per unit and $110.32 per
square foot.


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                              COMPARABLE SALE NO. 5

                               [GRAPHIC OMITTED]

ADDRESS:          Westcoast Gateway Hotel           GRANTOR:    Gateway Hotel LP
                  18415 S. Pacific Highway          GRANTEE:    Patriot American
                  Sea-Tac, WA                                   Hospitality
DESCRIPTION:      Six-Story, good quality Class     DOCUMENT #: 7110-407
                  B hotel w/ restaurant, lounge     MKTG.TIME:: N/A
                  Pool and spa amenities.           ROOM CT.:   145
YEAR BUILT:       1990             SALE PRICE:                  $11,218,164
LOT SIZE:         71,165 SF (1.63 Acre)             SALE DATE:  March, 1996
CONDITION:        Good                              TERMS:      Cash Equivalent
QUALITY:          Average-Good                      CLASS:      Limited service,
                                                                upper tier
BUILDING AREA:    59,074 SF                         GROSS INCOME: N/A
LAND:BLDG RATIO:  1.20:1                            NET INCOME:   N/A
PRICE/SF:         $189.90                           OVERALL RATE  N/A
PRICE/UNIT:       $77,367                           GRM:          N/A

COMMENTS: This property is located adjacent to the Sea-Tac International
Airport. It has one of the best proximities of the hotels along Pacific Highway.
Constructed of good quality Class B materials. Part of a five property portfolio
sale which included 3 Seattle properties, 1 in Wenatchee, and 1 in California.
Unable to obtain operating data to extract OAR, or revenue/expense ratios.


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


                              COMPARABLE SALE NO. 6

                               [GRAPHIC OMITTED]

ADDRESS:         Best Western Southcenter   GRANTOR:      United States National
                                                          Bank
                 15901 W. Valley Highway    GRANTEE:      Wen & Liu
                 Tukwilla, WA
DESCRIPTION:     Three-story and one-story  DOCUMENT #:   95-3311394
                 wood frame structures,     MKTG.TIME::   N/A
                 restaurant, pool & spa     No Of Units:  147
YEAR BUILT:      1986                       SALE PRICE:   $5,500,000
LOT SIZE:        262,749 S.F.               SALE DATE:    March 31, 1995
CONDITION:       Average                    TERMS:        Cash Equivalent
QUALITY:         Average
BUILDING AREA:   91,618 S.F.                GROSS INCOME: N/A
LAND:BLDG RATIO: 2.87 :1                    NET INCOME:   N/A
PRICE/SF:        $60.03                     OVERALL RATE  N/A
PRICE/UNIT:      $37,415                    GRM:          N/A

COMMENTS: This property is regarded as the limited service hotel facility in the
Seattle-Tacoma market area. Located near Freeway across the street from newer
Embassy Suites and north of Residence Inn Hotel in a suburban location. Unable
to obtain operating data to extract OAR, or revenue/expense ratios.


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


DIRECT COMPARISON APPROACH (Continued)

To compare the relevant sales to the subject property, consideration has been
given to such factors as financing, market conditions, conditions of sale and
physical and economic characteristics such as location, quality of the
improvements, age and condition of the improvements, overall size and property
operation levels.

Property Rights Conveyed

This adjustment considers the differences in legal status (interest) between the
subject property and the comparable sales. Specific interests convey different
types of rights in a property that affect value. Property rights can be defined
as fee simple, leased fee and leasehold interests. All the sales used were fee
simple estates and no property rights adjustments are necessary.

Financing Adjustment

Typical income producing property sales transactions involve some combination of
mortgage financing and cash (or equity) transfer. Knowledgeable investors are
aware that the use of mortgage financing will have an effect on the yield to
equity funds. The careful structuring of the mortgage and equity components of a
transaction may produce higher returns to the equity position than the overall
return to the property (positive leverage). This process can work in the
opposite direction when the rate paid for mortgage funds exceeds the overall
rate produced by the property (negative leverage). When the terms of the sale
are atypical, the result may be a price that is higher or lower than that of a
normal market transaction. In this analysis, it is assumed that the subject is
expected to sell for cash or with the prevalent institutional financing terms
available.

The comparable sales have been reviewed in reference to their financing and
typically involved normal or large down payments with the balance typically
financed by the seller or major lending institutions at prevailing long term
rates. No secondary financing was of any particular advantage and was not
considered to affect the sale prices. Based on an analysis of the financing
terms of the comparable sales, no adjustments were required and the sales are
all cash equivalent.

Conditions of Sale

The comparables were reviewed for their conditions of sale surrounding the
transactions. Sale 4 has a retail store on site that is estimated to contribute
approximately $800,000 which results in an adjusted price to the hotel property
of $3,400,000 or $45,945 per room. Sale 5 sold to the same buyer as part of a 5
property portfolio sale. However, the prices were established for each of the
sale properties separately and no adjustment is necessary. The other sales are
not considered to require any conditions of sale adjustments since the sales
prices were all based on market value with no unusual conditions surrounding the
transactions.


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


DIRECT COMPARISON APPROACH (Continued)

Market Conditions

The next adjustment to the comparables is to determine any change in value
associated with the passage of time. Due to changes in market conditions between
the date of sale and the date of valuation, an adjustment must be made to
compare the comparable sale to the subject. Changes in the market conditions
often result from various causes such as inflation, deflation, changing demand
or supply and changes in the general economy. It is noted that the adjustment is
not for the passage of time itself, but for the changes in market conditions
that have occurred over the time period in question. The best indication of
value change over time is the sale and resale of the same property. The sales
used occurred between mid 1994 and mid 1996, under similar market conditions as
exist for the subject valuation. No market conditions adjustments are warranted.

Locational, Quality, Age and Condition and General Adjustments

The sales used indicate a range between $60.32 to $189.90 per square foot. They
range between $37,415 to $77,367 per unit. The sales occurred between June 1994
and June 1996 and are the best available sales comparables for use in comparison
to the subject property due to their generally similar physical and economic
characteristics.

It is noted here that we reviewed several motel/hotel sales in the local market
area which occurred in the past two years and found most to have sold at prices
below the low end of the above range. Many of those properties are locally
oriented, poorly performing properties which did not represent viable investment
alternatives to the subject and thus they were not included in our analysis. We
had to broaden our search to a regional market since we considered the subject
property to have a regional investment and market appeal. While the sales used
are not direct comparables to the subject property, generally being in urban
locations and larger market areas, they are the best indicators of the subject's
value due to its economic and market characteristics which are more similar to
the sales used than to local sales, and due to its regional identity as part of
the regional chain with a good reputation and an established guest following.

Since the validity test for all adjustments in the sales comparison approach is
what the market reaction to differences will be, we conclude that the market's
reaction to one property over another is ultimately reflected in its stabilized
operating performance. Market preferences for dozens of amenities and
characteristics including neighborhood/location, pool/spa's, exercise rooms,
restaurants, shuttle services, continental breakfasts, free movie channels etc.
are all expressed in the economic productivity of the going concern. The better
the amenity mix the more the property generates. Conversely, if the operations
and facilities fail to meet local standards and customer preferences, this will
be reflected in a lower economic performance.


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DIRECT COMPARISON APPROACH (Continued)

Therefore, individual adjustments for property characteristics are not even
attempted here. Developing statistical correlation to determine the relative
contribution to total property value of various amenities or locational
characteristics would become absurdly complex. Instead we focus on the range of
values indicated on a per unit basis and on the value indicators that indicate
economic productivity and return potential. These are the gross revenue
multiplier (GRM) and the overall capitalization rate (OAR).

Gross Revenue Multipliers

We were careful to select our primary comparable sales from within the general
region of the subject property where similar economies and social factors impact
value. However when we attempted to verify income and operating expense
information for the sales referenced herein we were only able to confirm data
for two of the six sales profiled here. This is simply too small a sampling to
develop reliable GRM and OAR indicators for estimating values through the Sales
Comparison Approach. Therefore we have summarized these sales together with four
other supplementary sales for which income/expense data and GRM/OAR indicators
could be extracted and verified. These sales are summarized on the table on the
following page.

These sales represent a broader cross-section of hotel properties encompassing
limited and full service properties, and include some middle and upper tier
market operations. They indicate a range between 3.12 and 4.26 GRM. The subject
is a river front property that is a full service property with attractive
surroundings. It has been recently remodeled and it's operations are returning
to their previous levels. The subject should command a GRM at the top end of the
range. We have estimated a GRM of 4.2 as applicable to the subject property
which indicates a value of:

                        $2,038,072 x 4.2 GRM = $8,559,902

                        Rounded                $8,560,000

Value Per Unit

Recognizing that these indicators yield somewhat divergent values, we must point
out that without a highly detailed, multi-factorial quantitative adjustment
process, the sales comparison approach is going to yield the most divergent
array of value indicators of the three approaches. Attempting to apply
"reasonable" adjustments injects so much subjectivity into the analyses that we
conclude the principal benefits of the direct sales comparison approach are
diagnostic rather than projective. They may reveal operating, economic and
functional anomalies of the subject property but in the end prove marginal at
actually predicting value.


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                       -----------------------------------
                            SUPPLEMENTAL HOTEL SALES
                       ===================================

<TABLE>
<CAPTION>
====================================================================================================================================
                            Date of   Year    Building  No of    Gross                   Sale       Price/    Price/
No.           LOCATION        Sale    Built     Area    Units   Revenue       NOI        Price       Sq. Ft.    Unit    GRM    OAR
====================================================================================================================================
<C> <S>                      <C>     <C>      <C>        <C>  <C>         <C>         <C>           <C>       <C>       <C>   <C>  
1   Comfort Inn              May-95    1990    30,740     58    $685,540    $288,000   $2,800,000    $91.09   $48,276   4.08  10.29%
    13207 NE 20th Avenue 
    Vancouver, WA

2   Capital Inn/Days Inn     Jan-95    1990    29,949     81    $778,745    $373,765   $3,320,000   $110.86   $40,988   4.26  11.26%
    120 College Street 
    Lacey WA

3   Quality Inn              Oct-95  1977/86   29,200     73    $685,200    $293,760   $2,625,000    $89.90   $35,959   3.83  11.19%
    1545 NE Burnside 
    Gresham, OR

4   Comfort Inn              Jun-96    1992    34,000     64    $804,825    $310,628   $2,600,000    $76.47   $40,625   3.23  11.95%
    8855 SW Citizens Drive
    Wilsonville OR

S   Ameritel Inn             Jun-96    1991    48,966     94  $1,652,218    $823,838   $6,110,000   $124.78   $65,000   3.70  13.48%
    Confidential

6   Bellevue Hilton          Aug-95    1979   122,369    180  $3,945,000  $1,107,000  $12,300,000   $100.52   $68,333   3.12   9.00%
    100 112th Street NE
    Bellevue WA

                                       Mean:                                                         $98.93   $49,863   3.70  11.19%
     Unadjusted Ranges:                  $76.47   to   $124.78 /Sq.Ft.
                                        $35,959   to   $68,333 /Unit
                                           3.12   to      4.26 GRM
                                          9.00%   to    13.48% OAR

</TABLE>


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DIRECT COMPARISON APPROACH (Continued)

The sales comparables are broad indicators of the subject's value since none are
similar in location or physical and economic characteristics. They indicate a
broad range between $35,000 and $77,367 per unit. The subject is a river front
property that is a full service property with attractive surroundings. It has
been recently remodeled and has improving operations. It is expected to sell in
the upper to middle end of the overall range.
Therefore, we conclude on a value of $60,000 per room or:

                    150 Units @ $60,000 per Unit = $9,000,000

                              Conclude @ $9,000,000

Correlation of Value

The two units of comparison applied indicate a range of value for the subject
property between $8,560,000 and $9,000,000. We have selected a value indication
at the middle of the two indications, less the ground leased fee interest,
calculated in the Land Valuation section of this report, to indicate a leasehold
interest as follows:

              Indicated Value in Fee                    $8,800,000
              Less Leased Fee Interest                  $  950,000
                                                        ----------
              Indicated Value Leasehold                 $7,850,000

                     Conclude             $7,850,000
                                          ==========


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                                 INCOME APPROACH

The Income Approach is premised upon the principle of anticipation which holds
that value is determined by the present worth of the anticipated future
benefits. These benefits in the case of an income producing property are the net
cash flows, the reversion at the end of the holding period, and the inherent tax
benefits afforded an owner of income property.

In this approach, the value is estimated by the capitalization of the expected
 future net income. Capitalization is the process of converting an income stream
 into a single capital value. This is the amount that a prudent,
typical informed purchaser would pay as of the valuation date for the right to
receive the forecast net income over the specific period.

In order to make relatively accurate income and expense projections for the
subject property, we have relied on the subject's actual operating history for
the past three years, plus the trailing 12 months ended August 1996. We also
relied on market conditions, lodging industry reports and our survey of lodging
competition in the subject's area. We also analyzed local industry trends from
Star Reports as prepared by Smith Travel Research.

As a part of our analysis to develop the potential gross income of the subject,
the appraiser has conducted a survey of hotel facilities considered to be
competitive with the subject property. The survey focused on hotels which are
considered to be primary competition to the subject. These hotels are summarized
on the following page.


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                          SUMMARY OF COMPETITIVE HOTELS

                       NO OF       RACK
LOCATION               ROOMS       RATE                       COMMENTS

Hampton Inn             130   $63 - Double Queen     Newest hotel in Richland - 
486 Bradley                     or King 1 person     Completed summer of 1996.  
Boulevard                     $73 - Double Queen     Property has frontage on   
                                or King 2 people     Columbia River. Indoor pool
                              $145 -$ 195 - Suite    and spa, fitness center,   
                              $225 - Jacuzzi Suite   conference facilities, gift
                              $5 - Extra per room    shop, business center, and 
                                   for water view    laundry facilities. Each   
                                                     room has a refrigerator,   
                                                     microwave oven, coffee     
                                                     maker, hairdryer, iron and 
                                                     ironing board, data port   
                                                     capability, and is provided
                                                     with free local calls.     

Cavanaugh's             162   $70 - Double Queen     Located near Columbia      
1101 Columbia                   or King 1 person     Center regional shopping   
Center Boulevard              $87 - Double Queen     mall. Rooms situated around
                                or King 2 people     center landscaped courtyard
                              $100 - $150 - Suites   with pool and Jacuzzi.     
                              $300 - Hot Tub Suite   Property includes banquet  
                                                     and meeting rooms,         
                                                     restaurant, and cocktail   
                                                     lounge.                    

Best Western Tower Inn  195   $75  -  Double  Queen  Indoor pool, spa, sauna, 
1515 George                   or King in Tower       largest conference center 
Washington Way                $65 - Double Queen     in Richland. restaurant,  
                                   or King on        comedy club in lounge,    
                                   Courtyard         business center.         


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Red Lion Inn            150   $114  Double Queen     Property has frontage on
802 George                    $170 - Suite           the Columbia River. Heated
Washington Way                                       pool, spa, volleyball,
                                                     croquet, boating on the
                                                     Columbia River. Convention
                                                     services, meeting rooms,
                                                     restaurant, and sports bar.

                                                     All major discount programs
                                                     honored. Government rate
                                                     for standard $114 room is
                                                     $40 per night.

Shilo Inn               150   $69 - Single Queen     Property has Columbia River
50 Comstock Street            $79 - Double Queen     frontage. Rooms include    
                                or King              iron and ironing board,    
                              $119 - $129 - Suite    hairdryer, VCR, coffee     
                              $139 - $149 Jacuzzi    makers, and microwave.     
                              Suite                  Conference and banquet     
                                                     facilities, fitness center 
                                                     with spa, sauna, steam     
                                                     room, and outdoor heated   
                                                     pool. Restaurant and       
                                                     cocktail lounge run by     
                                                     outside operator.          


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                                [GRAPHIC OMITTED]

                               Competitive HotelS

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                             COMPETITIVE MOTEL NO. 1

                                [GRAPHIC OMITTED]


                             COMPETITIVE MOTEL NO. 2

                                [GRAPHIC OMITTED]

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                             COMPETITIVE MOTEL NO. 3

                                [GRAPHIC OMITTED]


                             COMPETITIVE MOTEL NO. 4

                                [GRAPHIC OMITTED]


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- --------------------------------------------------------------------------------
                                   SHILO INN
# of Rooms        150              50 Comstock Street          Remodeled 1995-96
- ---------------------              Richland, WA                -----------------
- ------------------------   -----------------------------------------------------
Building Area  88,193 sf     RECONSTRUCTED HISTORICAL          Ground Lease
                                  OPERATING DATA    
================================================================================

<TABLE>
<CAPTION>
                                                                                                                                    
                                      1993                              1994                              1995                      
====================================================================================================================================
<S>                                <C>            <C>    <C>        <C>           <C>     <C>        <C>            <C>    <C>      
Occupancy Rate                         63.20%                            64.00%                            37.00%                   
Average Room Rate                      $45.57                            $49.29                            $54.00                   
- ------------------------------------------------------------------------------------------------------------------------------------
REVENUES                                        % Total   Per Room               % Total   Per Room               % Total   Per Room
 Room Rentals                      $1,561,521     94.8%  $  10,410  $1,787,837     94.9%  $  11,919  $1,077,819     92.6%  $   7,185
 Restaurant                            31,345      1.9%  $     209      34,098      1.8%  $     227      32,430      2.8%  $     216
 Telephone                             40,597      2.5%  $     271      48,346      2.6%  $     322      32,105      2.8%  $     214
 Other Income                          12,894      0.8%  $      86      13,113      0.7%  $      87      22,097      1.9%  $     147
- ------------------------------------------------------------------------------------------------------------------------------------
Total Revenue                      $1,646,357    100.0%  $  10,976  $l,883,394    100.0%  $  12,556  $l,164,451    100.0%  $   7,763

EXPENSES                              
Departmental Expenses                 
 Rooms Department                     339,208     20.6%  $   2,261     376,414     20.0%  $   2,509     322,565     27.7%  $   2,150
 Food & Beverage                        2,016      0.1%  $      13       1,880      0.1%  $      13       4,250      0.4%  $      28
 Telephone                             27,010      1.6%  $     180      27,072      1.4%  $     180      33,292      2.9%  $     222
                                                                                                                                    
Undistributed Operating Expenses      
 Administrative & General             118,394      7.2%  $     789     126,816      6.7%  $     845     115,703      9.9%  $     771
 Management                            82,318      5.0%  $     549      94,170      5.0%  $     628      58,223      5.0%  $     388
 Marketing                             65,306      4.0%  $     435      77,087      4.1%  $     514     119,573     10.3%  $     797
 Utilities                             72,022      4.4%  $     480      71,985      3.8%  $     480      64,511      5.5%  $     430
 Property Operations & Maintenance     62,930      3.8%  $     420      66,526      3.5%  $     444      71,254      6.1%  $     475
 Capital Expenditures                  14,677      0.9%  $      98      88,008      4.7%  $     587      23,452      2.0%  $     156
 Miscellaneous                          4,632      0.3%  $      31       4,184      0.2%  $      28       2,625      0.2%  $      18
                                      
Fixed Charges                      
 Property fax & License                13,046      0.8%  $      87      12,863      0.7%  $      86      14,946      1.3%  $     100
 Insurance                             13,186      0.8%  $      88       7,711      0.4%  $      51       9,543      0.8%  $      64
 Ground Lease                          23,170      1.4%  $     154      23,170      1.2%  $     154      23,170      2.0%  $     154
- ------------------------------------------------------------------------------------------------------------------------------------
Total Expenses                     $  837,915     50.9%  $   5,586  $  977,886     51.9%  $   6,519  $  863,107     74.1%  $   5,754
                                   
NET OPERATING INCOME               $  808,442     49.1%  $   5,390  $  905,508     48.1%  $   6,037  $  301,344     25.9%  $   2,009
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                     Trailing 12
                                     Months 8/96
======================================================================
Occupancy Rate                            48.00%
Average Room Rate                         $58.37
- ----------------------------------------------------------------------
REVENUES                                        % Total    Per Room
 Room Rentals                      $1,518,866     93.4%  $   10,126 
 Restaurant                            37,097      2.3%  $      247 
 Telephone                             39,354      2.4%  $      262 
 Other Income                          30,492      1.9%  $      203 
- ----------------------------------------------------------------------
Total Revenue                      $l,625,809    100.0%  $   10,839 

EXPENSES                           
Departmental Expenses              
 Rooms Department                     344,019     21.2%  $    2,293  
 Food & Beverage                   $    7,071      0.4%  $       47  
 Telephone                             35,061      2.2%  $      234  
                                                                     
Undistributed Operating Expenses   
 Administrative & General             106,088      6.5%  $      707   
 Management                            81,290      5.0%  $      542   
 Marketing                            114,084      7.0%  $      761   
 Utilities                             74,628      4.6%  $      498   
 Property Operations & Maintenance     75,894      4.7%  $      506   
 Capital Expenditures                  26,050      1.6%  $      174   
 Miscellaneous                          3,693      0.2%  $       25   
                                   
Fixed Charges                      
 Property fax & License                34,497      2.1%  $      230     
 Insurance                             10,057      0.6%  $       67     
 Ground Lease                          23,170      1.4%  $      154     
- ----------------------------------------------------------------------
Total Expenses                     $  935,542     57.5%  $    6,237     
                                   
NET OPERATING INCOME               $  690,267     42.5%  $    4,602
- ----------------------------------------------------------------------


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50 Comstock Street, Richland, WA
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INCOME APPROACH (Continued)

Occupancy and Room Revenue Estimates

The subject's reconstructed historical operating summary, as provided by the
Shilo Inn, is located on the previous page. The subject's occupancy was 63
percent in 1993, 64 percent in 1994 and decreased to 37 percent in 1995 and 48
percent for the trailing 12 months in 1996, due to the loss of available rooms
during the major renovation the property undergone. We expect occupancy to
return to historic levels in the low 60 percent range.

The average daily room rate has increased from $45.47 in 1993 to $58.37 in 1996.
We expect the subject property to maintain its historic operations which are
within this range of the market for the foreseeable future. The Smith Travel
Research report located in the addenda indicates that occupancy market wide has
increased from 62.9 percent in 1993 to 64.8 percent in 1994 to 67.5 percent in
1995 and is achieving 70.3 percent in the first nine months of 1996. The average
daily rates have similarly increased from $55.14 in 1993 to $66.07 in 1996.
These figures reflect support for the subject's operations. Based on our
analysis of the competitive market area and the subject's operations, it is our
opinion that the subject will maintain average occupancy rate of 72 percent per
year. An average daily rate of $62 for year one, projected to increase at an
annual rate of 3 percent per year.

Other Revenues

Other revenues include telephone income, estimated at 2.50 percent of room
revenues and miscellaneous other income from vending machines and similar items,
which is estimated at 0.8 percent of room revenues. The subject's history is the
best indicator of these revenue.

EXPENSE ANALYSIS

In addition to the subject's actual historical operating data, previously
presented, we have reviewed expense data as reported in Trends by PKF
Consulting, and Star Travel Research which are both located in the addenda.

Departmental Expenses -Rooms

Room expenses include salaries, wages, payroll taxes and fringe benefits for
front desk staff and housekeeping personnel; general hotel expenses (excluding
franchise fees); guest room supplies; cleaning supplies; laundry, linen;
reservations/booking expenses; travel agent commissions; and numerous other
small expense categories. PKF industry standards indicate a range from $3,166 to
$3,950 per room. Star Research reports rooms department expenses to range from
$3,208 to $4,432. The subject's reconstructed historical data indicates a range
from $2,150 to $2,509 per room. The subject is operating at stable and
consistent levels which are below industry averages. We have projected $2,300
per room for departmental room expense which is similar to the subject's actual
historical performance.


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


INCOME APPROACH (Continued)

Telephone

Telephone expenses include monthly service charges, local and long distance
charges billed by the phone company. The subject property utilizes a discount
rate long distance provider which bills in six second increments, and offers
discounted long distance rates. Although the ratio of phone revenues to expenses
are in line with the industry standard at about 2:1, these operations comprise a
small percentage of revenue. We have utilized an expense ratio of 80 percent of
telephone revenues based on historical data.

UNDISTRIBUTED OPERATING EXPENSES

These expenses reflect the expenses and fixed overhead items which are not
attributable to any specific activity or profit center but are required to
maintain the going concern operation. These include Administrative and General
Expenses; Franchise Fees; Marketing and Guest Entertainment costs; Property
Operation and Maintenance Costs; Energy / Utility Costs and miscellaneous other
unallocated departmental costs.

Administrative and General

These expense items include: administrative staff salary/wages, payroll taxes
and benefits; bookkeeping and accounting; vehicle expenses; credit card
commissions; office supplies; printed materials; postage; professional and legal
fees; contract security; and owner/manager travel expenses, and bad debt
write-offs. PKF reveals that industry standards for administrative and general
expenses in the two property categories we compared the subject to ranged from
7.8% to 9.0%. Smith Travel indicates this expense to range from 9.1% to 9.4% for
the subject's categories. The subject expended between 6.5% and 9.9% for G&A
over the past four years. We conclude that the most subject's actual experience,
with some consideration to industry averages, is the best indicator of this
expense and have selected 7.0% for our projections.

Management Fees

The subject property is owner operated and the primary compensation paid to the
owner managers comes in the form of profit distributions. A portion of the
executive management compensation is also accounted for in Administrative
salary/wages which are also somewhat below industry averages by several
measures. A typical market derived management fee for an operation such as the
subject should run at least 3.0%-5.0% according to most reliable sources. PKF
industry standards indicate a range for management of 2.8% to 3.1%. Smith Travel
indicates 2.8% to 3.8% for management expense in the subject's categories. The
subject has a 5 percent internal accounting management fee. We have utilized a
management fee of 5.0 percent for our projections which is above industry
standards.


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


INCOME APPROACH (Continued)

Franchise and Marketing Expense

Franchise and marketing expense includes charges for regional or national chain
affiliations or franchise, expenses for advertising, promotional literature and
activities. Historically the subject has expended between 2.2% to 3.7% for
advertising and there is no franchise fee since the subject is company owned.
PKF industry standards indicate advertising expense to range from 3.7% to 3.9%
and franchise fees to range from 0.9% to 1.9%. Smith Travel indicates 3.7% to
6.6% for advertising and 1.7% to 3.5% for franchise fees. Despite the current
level of the subject's expenditures, we used the industry standards for our
projections, since we look at typical owner requirements rather than Shilo's
actual corporate profile. We have utilized a rate of 3.0% for franchise and 5.0%
for marketing, for a total of 8%, based on our estimate of the appropriate costs
for the subject property to continue to perform at current levels.

Energy / Utility Costs

Expenses in the Energy/Utility category are highly consistent over the previous
four years of operation. We note that the Pacific Northwest has the lowest
energy costs of any region of the US because of the relative abundance of
hydroelectric power. The subject has expended between 3.8 to 5.5 percent in
utility expenses in the past four years. PKF industry standards indicate a range
from 3.9 to 5.0 percent and Smith Travel indicates a range from 4.8% to 6.3%. We
have utilized 5.0 percent for our analysis based on the subject's historical
data.

Property Operations and Maintenance

This category includes automotive maintenance; Building expenses; computer
equipment and software systems; Copy Machine/Fax machine maintenance;
maintenance contracts; grounds maintenance; painting and decorating; swimming
pool/spa maintenance contracts; TV repairs; tools and other miscellaneous
expenses. The subject has historically spent between 3.5 and 6.1 percent for
repairs and maintenance which includes some capital improvements expenses. PKF
industry standards indicate a range from 4.5 to 6.2 percent and Smith Travel
indicates 4.2% to 5.2% for this item. We have utilized a rate of 5.0 percent
based on the subject's most recent historical data and industry standards.

FIXED CHARGES

Property Taxes

According to the county assessor, the subject's current property taxes are
$56,630. Taxes are based on annual adjustments by the assessor. A sale does not
trigger a reassessment. We expect future assessment increases to be in line with
historical increases. Property taxes for the subject property are projected at
$60,000 in our projections to account for personal property taxes.


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50 Comstock Street, Richland, WA
- --------------------------------


INCOME APPROACH (Continued)

Property Casualty Insurance

Insurance has been consistent during the last four years between 0.4 and 0.8
percent of total revenue which is slightly below the 1.0% to 1.2% level
suggested by the industry standard data. A one year premium for fire and
extended coverage and liability has been estimated at 0.60 percent. Industry
averages are above the actual history of the subject but these are a general
indicator overall, highly dependent on location and negotiations.
In the final analysis we relied on the subject's history.

Ground Lease Payment

The subject property is encumbered with a long term ground lease that commenced
in January 1961. The City of Richland leased the subject and later accepted an
assignment of the lease to Mark Hemstreet. The initial term of the lease is 55
years, expiring on December 31, 2015. The lease includes one 44-year renewal
option at the same terms except for rent which is to be renegotiated at market
rent. The ground lease calls for monthly lease payments of 1 percent of the
total monthly gross receipts of all businesses located on the site, not to
exceed $7,500 in any annual period. However, later modifications to the original
lease has modified this ceiling, and the current is $33,238 per year. We have
used this fixed rent for the duration of our cash flow analysis.

Replacement Reserves

The short-lived building components and equipment which require replacement and
for which a reserve account should be set up consist of roof covering, floor
covering, draperies, water heaters, air conditioning systems and other
mechanical systems servicing the buildings and other capital expenditures. Since
these expenses are bound to occur, we have accounted for this expense item as a
percentage of total revenue. Some of the replacement items are included in
normal maintenance, supplies and room expense items. The International Society
of Hospitality Consultants released a comprehensive study in 1995 which examined
historical industry-wide CapEx expenditures for the 10 year period from 1983
through 1993. The study, funded by 16 high profile national and international
hospitality management companies, lenders and hotel operators concluded that the
historical convention of reserving only 2%-3% of gross revenues was inadequate
for funding the actual capital outlays required to maintain a property in a
typically competitive market. They concluded that capital expenditures for
limited service properties averaged 3.7%. They also noted that CapEx
expenditures increased significantly as a hotel ages with a spike every 7 to 9
years when major renovations of guest rooms and public areas are required. They
pointed out that properties in their survey data built before 1981 averaged
CapEx outlays of 9.6% of annual gross revenue. What this clearly reveals is that
historical reserves have been grossly underestimated and have caused financial
distress for both financiers and operators of hotel properties. The bottom line
of the study is that properties over 7 to 8 years old, and certainly those over
10 years old will require reserves of roughly 2.5 times to 3.0 times the
traditionally accepted reserve allowance. For upper-tier, limited service
properties and lower-tier, full service properties this will equate to a total
CapEx reserves of 4%-5% at a minimum, depending on age, method of construction,
historical occupancy/use levels and prior CapEx investment.


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


INCOME APPROACH (Continued)

Capitalization Analysis

We have divided reserves charges into two categories: Furniture, Fixtures &
Equipment and Improvement Reserves. The furniture, fixtures and equipment used
in the operations of the subject property is charged at a rate of 3.0 percent of
total revenue based on industry standards and our estimate of the useful life of
the subject's FF&E. The improvements reserve for replacement expense is
estimated at 2.0 percent of total revenue.

Direct Capitalization: This technique employs the use of an overall rate. This
is an annual percentage rate that expresses the relationship between net
operating income and the present worth of the property. The term overall rate
reflects the fact that the rate incorporates capital appreciation or
depreciation along with a return on net income. The overall rate must represent
what informed, prudent and rational investors are requiring and obtaining for
similar, competitive properties in the current market.

Overall Rate Derivation / Direct Capitalization: The first estimate of value we
develop through the Income Approach is developed with the Direct Capitalization
Technique, which utilizes the overall capitalization rate. This is an aggregated
rate that expresses the relationship between a single year's stabilized net
operating income, and the present worth of the property. The term overall
capitalization rate, or simply, overall rate (OAR), indicates that the rate
encompasses all market derived return requirements including capital
appreciation or depreciation, a baseline return on net income, plus any risk
related return premiums dictated by the market's perception of the risk elements
attendant to ownership and operation. The overall rate should represent the
income to value ratio that typically informed, economically motivated, prudent
and rational investors would require and obtain, when investing in similar,
competitive properties in the current market.

Ideally, the market transactions referenced in the overall rate derivation
should be open market sales of regionally competitive hotel properties, with
generally similar income streams and expense ratios. The summary contained in
the Direct Comparison Approach indicates overall rates derived from only two of
the primary market comparable sales. A Supplemental Summary of Hotel Sales has
also been produced to show the overall rates indicated in a variety of other
hotel sales in a broader survey of the Pacific and Inland Northwest.

The sale of the Bellevue Hilton, which sold in August 1995, indicated an overall
rate of 9.00%. This was the lowest OAR and it could be regarded as anomalous,
relative to the other market indicators and investors surveys compiled by us. We
surmise that the price may have reflected substantial unrealized income
potential or operating economies not superficially obvious from the reported
data.


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


INCOME APPROACH (Continued)

Capitalization Analysis

The balance of the supplemental sales suggested OAR's ranging from the low 10 to
high 11 percent except for Supplemental Sale No. 5, the Ameritel Inn, which
reported an OAR of 13.48% Although the price/unit appears to fall within the
range of the other surveyed transactions, the OAR of Sale No. 5 appears well
above the indicated range for a property of it's age, and apparent quality. We
are, therefore, disinclined to emphasize the OAR of this sale as an indicator
for the subject

National Investor Surveys compiled from a variety of respected industry sources
provide additional insight into investor expectations and underwriting
assumptions which may me relevant to the analysis of the subject. For reader
convenience we have compiled a survey of the surveys which is presented on the
following page. The Korpacz Real Estate Investor Survey, Third Quarter 1996,
indicates the average free and clear equity overall rate for hotel properties is
12.75 percent, as compared to 12.53 percent for the previous quarter and 12.79
percent a year ago.

According to the First Quarter 1996, National Investor Survey conducted by CB
Commercial, going in cap rates for Class A, Full Service Hotel properties ranged
between 8.00% and 12.00% and average 10.30%. Class B, Limited Service Hotels
ranged from 9.00% to 13.00% and averaged 11.30%. Our classification of the
subject as an upper tier Limited service, or lower tier full service hotel
suggests an OAR in the low 11% range.

According to the First Half 1996, Hotel Investment Outlook prepared by Landauer
Hospitality Services, going in cap rates for Class A, Full Service Hotel
properties ranged between 7.00% and 13.00% and averaged 9.75%. Class B, Limited
Service Hotels ranged from 10.00% to 14.00% and averaged 11.55%. Again, our
classification of the subject as an upper tier Limited service, or lower tier
full service hotel suggests an OAR in the low 11% range.

According to TransActions 1995 Recap, published by Hotel Motel Brokers of
America the Mountain Pacific Region had an average overall rate of 12.7 percent
for all hotels and ranged between 9.4 and 14.5 percent. These sales totaled 38
hotels with an average 66 units per hotel. They had an average occupancy of 55.2
% and an average daily rate of $42.68. which is lower than the subject's
operating levels. Nationally the rates ranged from 9.1% to 14.8%, and averaged
11.80% for all HMBA transactions. We observe that HMBA member brokers were
primarily involved in sales of individually owned properties and not the larger
institutional, and multi-property transactions included in the survey results
compiled by the national consulting firms. We think the HMBA transactions may
represent a slightly lower grade of properties than the subject property.


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


INCOME APPROACH (Continued)

Capitalization Analysis

PKF Consulting, one of the most respected names in the hospitality industry
identifies OAR's ranging from 8.00% to 11.30% for Class A properties and an
average of 10.88%. Class B properties range from 8.50% to 14.50%, averaging
11.76%. Their results are consistent with the other industry consultants cited.

OAR Conclusion / Indication of Value

o     In attempting to select an appropriate OAR for the direct capitalization
      value work up for the subject we have considered the following:

o     The subject property is a middle tier, limited-service property defined by
      its franchise flag and has a high level and quality of operations and
      other guest amenities relative to its competitive market.

o     The subject property is over 20 years old but has recently been
      extensively renovated.

o     The current competitive position of the subject in its market area is
      fairly strong in its niche as new competition will likely be impeded by
      development costs and restrictive market conditions for new development.

Based on these factors, our Direct Sales Comparison Analyses and our survey of
hospitality industry consultants, and considering it's long term ground
leasehold status, we conclude that the appropriate OAR for developing a value
estimate for the subject property through the Direct Capitalization Technique is
10.50%. Dividing the projected stabilized Net Operating Income by the selected
OAR yields an indication of fee simple value for the going concern operation, as
of the current appraisal date in the amount of:

                                   $7,790,756
                                   ==========

Yield Capitalization / Discounted Cash Flow Analysis

A discounted cash flow analysis has been made on the premise that the value of
the subject property is represented by the present worth of the anticipated
future net income stream. The projected income stream is based on an analysis of
the quality, as well as the quantity and duration, of the income expectancy.
This income stream is discounted to present value using a discount factor and
then added to the present worth of the property reversion. The property
reversion is calculated by capitalizing the net income from the property into an
indication of value using a capitalization rate extracted from the general
market data of similar properties. This value is then discounted to present
worth.


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


INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

In this analysis, we utilize a ten-year discounted cash flow projection which
represents the underwriting convention of the industry. Although we have not
profiled specific survey results we note that the average holding period for
hotel investments, according to at least two national consultants ranges from 6
to 10 years. One source referenced a 6.27 year average holding period in 1995
while the other referenced a 7.1 year average holding period. Ten to eleven
years, the period covered in our analyses, probably represents the outer limits
of what most investors reasonably anticipate as an investment holding period
since profit taking (dispositions) and normal business cycles seem to occur in
rolling five to seven year intervals.

Revenue and Expense Growth Rate

The survey results are self explanatory. We note that the emerging trend among
analysts and underwriters is a very thin but widening margin between income and
expense growth rates, with revenues leading. As this margin widens the positive
impact on value indications becomes geometric, and we think unreliable. As of
the date of this writing, one market watcher suggests that a rate differential
of 12 to 15 basis points represents the current market thinking. We think such
an assumption may be plausible during the early phases of an industry or
national economic recovery when revenue gains do generally exceed expense growth
rates by meaningful margins. Our perception is that strong industry performance
during the last two plus years will breed new competition placing downward
pressure on revenue growth. Nevertheless, industry vendors, subcontractors and
county tax assessors, not wanting to miss out on the "good times" should
continue with healthy price and assessment increases over the next couple years.
We think it prudent, therefore, to project both revenue and expense growth at
the same levels over the long haul. The survey results lead us to conclude on
annual growth factors of 3.00% for both revenue and expenses.

Terminal Capitalization Rate

Our rate selection is based on the survey results previously presented and our
perceptions of the subject property and its competitive position in the local
market. The survey results suggest that terminal capitalization rates generally
exceed the going in rates by 25 to 100 basis points. Utilizing moderate growth
rate assumptions, CapEx reserves, and moderately conservative discount rates (to
be discussed next) leads us to select a terminal cap rate 100 basis points above
the going in rate, or 11.50%.

Discount Rate Selection

The discount rate we utilized reflects the long term yield expectations of hotel
market investors, relative to other alternative investment opportunities in the
real estate markets available today. It also reflects current financial market
conditions and the perceived risk, quality and duration of the income stream
anticipated from each prospective investment. The yield rate used in the
Discounted Cash Flow Analysis is anticipatory rather than historical in its
reference point. The rate should consider all benefits and risks attendant to
the ownership and operation of that particular class of income property, and may
also anticipate tax considerations and leveraging


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


INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

issues that non-realty investments do not. The appropriate rate is that minimum
rate that the individual, institutional or real estate investor considers a
minimal acceptable return on investment over the particular projection period
analyzed. It may be regarded as a hurdle rate, below which, the typical market
investor would not find sufficient returns to justify the investment, given the
risks and responsibilities attendant to that investment.

We have utilized two means of identifying an appropriate discount rate for the
subject property analyses. These are:

o     Survey of investors' acceptable yield rates

o     Capital market returns analysis plus risk rate

The National Investor Surveys previously referenced summarize the return
expectations of institutional and individual investors as they have been
compiled by five of the hospitality industry's most familiar and respected
consultants. Altogether they reveal a typical range of discount rates from 10.0%
to 20.0% with a convergent grouping of averages and medians clustered between
14.00% and 15.00%.

Built up Yield Rates can provide another indication of investors' motivations
and expectations regarding long term equity returns. These may be developed or
"built up" from the bond markets and other long term capital markets. However,
the quality and durability of a real estate income stream, and the marketability
of real property is generally considered less reliable (predictable) than other
capital market investments. Investors may purchase relatively risk free treasury
funds and sell them almost immediately when he or she chooses. Investments in
real estate require additional risk based yield premiums to compensate for their
additional risks and illiquidity. Therefore, one simple technique for estimating
the appropriate yield rate for real estate in general, and hotels specifically,
is to explore the yield relationships between relatively "risk free" investments
and real estate investments.

According to a market yield rate survey conducted by Real Estate Research
Corporation, the difference in yield rates between real estate and other
selected capital market investments over the last four quarters ranged from 2.4
percent to 5.6 percent. These differences may be regarded as market perceptions
the additional risks and illiquidity premiums required of real estate
investments in general. Comparing yield rates on investment grade real estate to
hotel investments reveals an additional yield rate differential of 1.00% to
3.00% which investors require of management intensive real estate such as
hotels. Hotels are actually much more than real estate operations. They are in
fact going concern business operations which are real estate intensive. The
additional management expertise and risks attendant to such enterprises dictates
another level of yield compensation. The following table shows some recently
published yields on bonds, which are an indication of long term investor's
pre-tax "safe rate" equity yield requirements:


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


INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

                          Yields on Selected Securities
- --------------------------------------------------------------------------------
    Period       Aaa Bonds   Baa Bonds  Treasury Securities  Treasury Securities
                                            (Long Term)          (Five Year)
- --------------------------------------------------------------------------------
  March 1995       8.12%       8.70%           7.45%                7.05%
- --------------------------------------------------------------------------------
September 1995     7.32%       7.93%           6.55%                6.00%
- --------------------------------------------------------------------------------
  April 1996       6.80%       7.47%           6.05%                5.36%
- --------------------------------------------------------------------------------
   Average         7.41%       8.03%           6.68%                6.14%
- --------------------------------------------------------------------------------

Based on the stability of the revenues and potential marketability of the
subject as discussed previously, and its long term ground leasehold status, the
discount rate could be reflected as follows:

      "Risk Free" Capital Market Return Rate:           8.00% +/-
      Real Estate Risk and Illiquidity Premium:         4.00% +/-
      Hotel-Going Concern Risk based premium:           1.50% +/-
                                                        ---------

      Total Return Expectation-Going Concern Hotels:    13.50% +/-

Based on the National Investor Surveys, the capital market risk based premium
rationale, and the specific characteristics of the subject property previously
enumerated we conclude the appropriate yield rate (IRR) to be utilized in the 10
year DCF is 13.50%.

Net Reversionary Value

The last component we must consider in the long term discounted DCF analysis is
the net reversionary interest in the property. The yield analysis explicitly
assumes full capital recovery at the end of the holding period, which is another
way of saying the sale or disposition of the property. Calculating a net
reversionary value is accomplished through a simple direct capitalization
technique utilizing the projected Year 11 NOI, and an appropriate terminal
capitalization rate. From the direct capitalization value indication we deduct
estimated selling costs, which will include brokers commissions, title costs,
legal costs and escrow fees. This net reversionary value is included in the Year
10 cash flow projections and is identified as the NOI + Reversion in the 10 Year
DCF spreadsheet on the following page.


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


INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis


Discounting the projected operational cash flows plus net reversionary value in
Year 10, by the appropriate yield rate produces an indication of Net Present
Value (NPV) in the amount of:

                                   $7,834,401
                                   ==========

Correlation of Value Indications

The discounted cash flow schedule is located on the following page which
contains the income, expenses, discounting, reversion and direct capitalization.
We have given both indication relatively similar weight. The indicated values
and conclusion of value, of the leasehold estate, via the Income Approach are
summarized below:

             Direct Capitalization - Fiscal 1996 Income - $7,790,029

                   Discounted Cash Flow Analysis - $7,834,401

                               Rounded $7,800,000
                                       ==========


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<TABLE>
<CAPTION>
                                                      SHILO INN
# of Rooms                                     150    50 Comstock Street                                   Ground Leased
Growth Rate:                                  3.0%    Richland WA
- ---------------------------------------------------------------------------------------------------------------------------------
                                           % Total      1            2            3            4            5            6       
Fiscal Year (12/1 TO 11/30)                Revenue     1997         1998         1999         2000         2001         2002     
=================================================================================================================================
<S>                                      <C>         <C>          <C>          <C>          <C>          <C>          <C>        
Room Nights Available                           --       54,750       54,750       54,750       54,750       54,750       54,750 
Number of Occupied Rooms                        --       32,850       33,945       33,945       33,945       33,945       33,945 
Occupancy Rate                                  --        60.00%       62.00%       62.00%       62.00%       62.00%       62.00%
Average Room Rate                               --   $    58.50   $    60.26   $    62.06   $    63.92   $    65.84   $    67.82 
- ---------------------------------------------------------------------------------------------------------------------------------

REVENUES
 Room Rentals                                94.29%  $1,921,725   $2,045,356   $2,106,717   $2,169,918   $2,235,016   $2,302,066 
 Telephone                                    2.20%      44,838       44,998       46,348       47,738       49,170       50,645 
 Restaurant Revenue                           2.00%      40,761       41,984       43,244       44,541       45,877       47,254 
 Other Income                                 1.60%      30,748       32,726       33,707       34,719       35,760       36,833 
                                         ----------------------------------------------------------------------------------------
Total Revenue                                100.0%  $2,038,072   $2,165,064   $2,230,016   $2,296,916   $2,365,824   $2,436,798 

EXPENSES
Departmental Expenses
 Rooms ($/room/year)                     $   2,300      345,000      355,350      366,011      376,991      388,301      399,950 
 Telephone (% of Departmental Income)         80.0%      35,870       35,998       37,078       38,191       39,336       40,516 
                                         ----------------------------------------------------------------------------------------
Total Departmental Expenses                   18.7%  $  380,870   $  391,348   $  403,089   $  415,181   $  427,637   $  440,466 

Undistributed Operating Expenses
 Administrative & General                      7.0%     142,665      146,945      151,353      155,894      160,571      165,388
 Management                                    5.0%     101,904      108,253      111,501      114,846      118,291      121,840 
 Furniture, Fixtures & Equipment Reserves      3.0%      61,142       64,952       66,900       68,907       70,975       73,104 
 Franchise & Marketing                         8.0%     163,046      173,205      178,401      183,753      189,266      194,944 
 Utilities                                     5.0%     101,904      108,253      111,501      114,846      118,291      121,840 
 Property Operations & Maintenance             5.0%     101,904      108,253      111,501      114,846      118,291      121,840 
 Miscellaneous                                 1.0%      20,381       21,651       22,300       22,969       23,658       24,368 
                                         ----------------------------------------------------------------------------------------
Total Undistributed Expenses                  34.0%  $  692,944   $  731,512   $  753,458   $  776,061   $  799,343   $  823,323 

Total Expenses Before Fixed Charges           52.7%  $1,073,814   $1,122,860   $1,156,546   $1,191,243   $1,226,980   $1,263,789 
Income Before Fixed Charges                   47.3%  $  964,257   $1,042,203   $1,073,469   $1,105,674   $1,138,844   $1,173,009 

Fixed Charges
 Property Tax & License                        2.9%      60,000       61,800       63,654       65,564       67,531       69,556 
 Insurance                                    0.60%      12,228       12,595       12,973       13,362       13,763       14,176 
 Ground Lease (No growth per lease)            1.6%      33,238       33,238       33,238       33,238       33,238       33,235 
 Buildings Reserve for Replacement             2.0%      40,761       41,984       43,244       44,541       45,877       47,254 
                                         ----------------------------------------------------------------------------------------
Total Fixed Charges                            7.3%  $  146,228   $  149,618   $  153,109   $  156,705   $  160,409   $  164,224 

NET OPERATING INCOME                          40.0%  $  818,029   $  892,586   $  920,360   $  948,968   $  978,435   $1,008,785 
Present Value of Income Stream                  --      720,731      692,880      629,463      571,832      519,460      471,871 
 Discounted at                               13.50%
Total Present Value of Income Stream                              $5,099,048

REVERSION ANALYSIS
 Eleventh Year Income                                $1,174,752
 Reversion Capitalized @                                 11.50%
 Reversion                                          $10,215,235                                      DIRECT CAPITALIZATION
 Less Sales Expense                                        5.0%                                   **********************************
 Net Reversion                                        9,704,473                                   Net Operating Income      $818,029
 Discount rate                                           13.50%                                      (1997)
 Present Value of Reversion                                       $2,735,353                      Overall Rate                10.50%
                                                                  ----------                                              ----------

TOTAL PRESENT VALUE                                               $7,834,401                      Indicated Value         $7,790,756

Concluded Value via Income Approach                               $7,800,000      $52,000 /Room
                                                                  ==========

<CAPTION>
                                         
# of Rooms                               
Growth Rate:                             
- --------------------------------------------------------------------------------------------------------
                                            7            8            9            10           11
Fiscal Year (12/1 TO 11/30)                2003         2004         2005         2006         2007
========================================================================================================
<S>                                      <C>          <C>          <C>          <C>          <C>       
Room Nights Available                        54,750       54,750       54,750       54,750       54,750
Number of Occupied Rooms                     33,945       33,945       33,945       33,945       33,945
Occupancy Rate                                62.00%       62.00%       62.00%       62.00%       62.00%
Average Room Rate                        $    69.85   $    71.95   $    74.11   $    76.33   $    75.62
- --------------------------------------------------------------------------------------------------------

REVENUES
 Room Rentals                            $2,371,128   $2,442,262   $2,515,530   $2,590,996   $2,668,726
 Telephone                                   52,165       53,730       55,342       57,002       58,712
 Restaurant Revenue                          48,671       50,131       51,635       53,184       34,780
 Other Income                                37,938       39,076       40,245       41,456       42,700
                                         ---------------------------------------------------------------
Total Revenue                            $2,509,902   $2,585,199   $2,662,755   $2,742,638   $2,824,917

EXPENSES
Departmental Expenses
 Rooms ($/room/year)                        411,948      424,306      437,036      450,147      463,651
 Telephone (% of Departmental Income)        41,732       42,984       44,273       45,602       46,970
                                         ---------------------------------------------------------------
Total Departmental Expenses              $  453,680   $  467,290   $  481,309   $  495,748   $  510,621

Undistributed Operating Expenses
 Administrative & General                   170,349      175,460      180,724      186,145      191,730
 Management                                 125,495      129,260      133,135      137,132      141,246
 Furniture, Fixtures & Equipment Reserves    75,297       77,556       79,883       82,279       84,748
 Franchise & Marketing                      200,792      206,816      213,020      219,411      225,993
 Utilities                                  125,495      129,260      133,138      137,132      141,246
 Property Operations & Maintenance          125,495      129,260      133,138      137,132      141,246
 Miscellaneous                               25,099       25,852       26,628       27,426       28,249
                                         ---------------------------------------------------------------
Total Undistributed Expenses             $  848,023   $  873,464   $  899,668   $  926,658   $  954,457

Total Expenses Before Fixed Charges      $1,301,703   $1,340,754   $1,380,977   $1,422,406   $1,465,078
Income Before Fixed Charges              $1,208,199   $1,244,445   $1,281,779   $1,320,232   $1,359,839

Fixed Charges
 Property Tax & License                      71,643       73,792       76,006       78,286       80,635
 Insurance                                   14,601       15,039       15,491       15,955       16,434
 Ground Lease (No growth per lease)          33,238       33,238       33,238       33,238       33,238
 Buildings Reserve for Replacement           48,671       50,131       51,635       53,184       54,780
                                         ---------------------------------------------------------------
Total Fixed Charges                      $  168,154   $  172,201   $  176,370   $  180,664   $  185,087

NET OPERATING INCOME                     $1,040,045   $1,072,244   $1,105,408   $1,139,568   $1,174,752
Present Value of Income Stream              428,629      389,338      353,639      321,204           --
 Discounted at                           
Total Present Value of Income Stream     

REVERSION ANALYSIS
 Eleventh Year Income                    
 Reversion Capitalized @                 
 Reversion                               
 Less Sales Expense                      
 Net Reversion                           
 Discount rate                           
 Present Value of Reversion              
                                         

TOTAL PRESENT VALUE                      

Concluded Value via Income Approach      

</TABLE>


                                                                             106
<PAGE>

50 Comstock Street, Richland, WA
- --------------------------------


                          RECONCILIATION AND CONCLUSION

          Cost Approach                               $8,900,000
          Market Approach                             $7,850,000
          Income Approach                             $7,800,000

The approaches have various degrees of applicability depending on the
circumstances. The Cost Approach is usually relied upon when the improvements
are new, or nearly new and are fully utilized for their designed intent. The
Income Approach indicates the amount at which a prudent investor would pay for
the property. The Direct Comparison Approach reflects actual prices paid for
similar properties reduced to a unit of comparison.

The variance between the approaches does not invalidate any of them and is
expected since each approach reflects the differing attitudes and motivations of
the various sectors of the real estate market.

In this analysis, the Cost Approach is given the least weight due to its
limitations in being able to accurately reflect current market conditions, and
going concern elements of value. These conditions are directly related to the
income generating ability of the subject, which is best analyzed within the
Income Approach. The Cost Approach may therefore represent the least reliable
data source, and the method least likely to be referenced by the typical
investor. However, it would be of interest to anyone exploring the feasibility
of developing new facilities. Here their principal concern is whether functional
properties can be acquired for less than their current replacement cost. If the
answer were "yes", the decision to acquire rather than build should result.

The Sales Comparison Approach is based upon the principle of substitution. It is
based on the premise that an informed investor will pay no more than the cost to
acquire a similar, competitive property with the same utility as the subject. In
this analysis, numerous sales of comparable properties were surveyed and
analyzed and adjusted to compare to the subject. The strength of this approach
is that it is the purest reflection of market intentions with regard to the
subject. It's weakness is that it is the most difficult of all approaches to
verify and quantify since appraisers rarely have access to complete financial
and transactional records for sale comparables. Properly allocating value to
real estate, FF&E and other business components and verifying the actual and
projected operating revenues and expenses are several of the challenges
appraisers face. Developing market supported quantitative and qualitative
adjustment factors is also extremely problematic. Therefore, individual
interpretations of reported sale data can be somewhat varied which tends to make
value indications developed through this approach highly subjective. While data
reliability can be rather poor in some instances, this approach is generally
utilized by market participants for developing reasonable bracketing of value
and key benchmark ratios which are utilized in the primary valuation approach,
The Income Approach.


                                                                             107
- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

50 Comstock Street, Richland, WA
- --------------------------------


RECONCILIATION AND CONCLUSIONS (Continued)

The Income Approach is the primary approach utilized in estimating the value of
the subject. It has the benefit of generally being the most reliable approach,
since operating projections are developed from the detailed records of the
owners. It also is the approach given the most weight by knowledgeable market.

Participants who base the bulk of their investment decision making on projected
return analyses. Value estimates are developed through detailed economic data
including occupancy levels and ADR's through application of direct
capitalization rates and discount rates. Numerous well respected consultants and
industry leaders perform research and publish data which aids the appraiser in
formulating opinions of value. Clearly, the Income Approach is the most reliable
and verifiable of the three approaches and is also the de facto standard
utilized by all knowledgeable market participants. Therefore, the value
conclusions presented herein place the greatest weight on the indications of
value developed through the Income Approach.

Based on the foregoing analysis, the opinion has been formed by the appraisers
that the market value of the subject hotel property, as a going concern with all
furniture fixtures and equipment, subject to the limiting conditions included in
this report, as of December 1, 1996, of the Leasehold Estate, was:

                                   $7,800,000
                                   ==========

                      (Including Value of FF&E - $450,000)


                                                                             108
- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

50 Comstock Street, Richland, WA
- --------------------------------


                                  CERTIFICATION

The undersigned appraisers hereby certify that, to the best of their knowledge
and belief:

The statements of fact contained in this report are true and correct.

The reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions, and are our personal, unbiased
professional analyses, opinions, and conclusions.

We have no present or prospective interest in the property that is the subject
of this report, and have no personal interest or bias with respect to the
parties involved.

Our compensation is not contingent on an action or event resulting from the
analyses, opinions, or conclusions in, or the use of, this report.

Our analyses, opinions, and conclusions were developed, and this report has been
prepared, in conformity with the Uniform Standards of Professional Appraisal
Practice.

Mr. Kevin McCauliff made a personal inspection of the property that is the
subject of this report. Mr. Hammad did not make an inspection of the property.

In addition to the undersigned Mr. Kevin McCauliff, MAI performed the field
inspection, site, improvements, area and competitive market analysis and land
valuation.

The reported analyses, opinions and conclusions were developed, and this report
has been prepared, in conformity with the requirements of the Code of
Professional Practice of the Appraisal Institute.

The use of this report is subject to the requirements of the Appraisal Institute
relating to review by its duly authorized representatives.

This appraisal assignment was not based on a requested minimum value, a specific
value or the approval of a loan.

As of the date of this report, M. Hammad has completed the requirements of the
continuing education program of the Appraisal Institute.



/s/ M. Hammad

M. Hammad, MAI
Certified General Appraiser
CA No. AG002849
WA No. 446CA-T611


                                                                             109
- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

50 Comstock Street, Richland, WA
- --------------------------------


                           STATEMENT OF QUALIFICATIONS
                                  M HAMMAD, MAI

PROFESSIONAL AFFILIATIONS

    MAI, Member Appraisal Institute #10,868
    GAA, General Accredited Appraiser, National Association of Realtors
    Member San Fernando Valley Board of Realtors

EXPERT WITNESS

Qualified as expert witness before Los Angeles County and Orange County Superior
Courts and US Federal Bankruptcy Court and American Arbitration Association.

EDUCATION

University of California, Los Angeles (UCLA)
BA in Economics - 1977

LICENSES

    Certified General Appraiser, California
    #AG002849, Expires 2/1/97
    Real Estate Broker, State of California

PROFESSIONAL HISTORY

HAMMAD & ASSOCIATES, INC.  Studio City, CA                     1988 to Present

President
    Principal of real estate appraisal and consulting firm in commercial,
    industrial and income producing residential properties.

MARSHALL & STEVENS, Los Angeles, CA                            1986 to 1988

Director of Real Estate Valuation
    Manager and director of real estate appraisal group specializing in the
    appraisal of commercial and industrial real estate for large investors,
    corporations and major financial institutions.

WELLS FARGO REALTY ADVISORS, Marina Del Rey, CA                1985 to 1986

Assistant Vice President
    Appraisal officer specializing in appraisal of major properties for
    portfolio analysis, proposed joint venture developments and financing.

LAVENTHOL & HORWATH, Los Angeles, CA                           1984 to 1985

Associate Appraiser
    Assisted the National Director of Valuations in developing a new appraisal
    practice that specialized in hotel and motel valuation, mixed use and
    commercial real estate appraisal and feasibility analysis.


                                                                             110
- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

50 Comstock Street, Richland, WA
- --------------------------------


                                     ADDENDA


                                                                             111
- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

[LOGO] RICHLAND

                                City of Richland

                      505 Shift Blvd., Richland, WA 99352

                              REQUEST FOR BILLING

                                                           ---------------------
                                                           FOR USE BY ACCOUNTING

- --------------------------------------------------               10/24/96
           SHILO INN - RIVERSHORE                          ---------------------
                                                                INVOICE DATE
              50 COMSTOCK ST
           RICHLAND               WA  99352                        18857
- --------------------------------------------------         ---------------------
                                                               INVOICE NUMBER

                                                                     71
                                                           ---------------------
                                                              CUSTOMER NUMBER
                                                           ---------------------

================================================================================
                  DESCRIPTION                      CHARGES           SUBTOTAL
================================================================================

      NOV 96 LEASE/LEASEHOLD TAX
  LEASE/LEASEHOLD TAX


                                                  2,769.84           2,769.84



================================================================================
                                               *SALES TAXED

                                                     SUB-TOTAL       2,769.84
                                                                ----------------

      LATE CHARGES OF 1% PER MONTH WILL
      BE ASSESSED ON UNPAID BALANCE IF               SALES TAX  ----------------
      INVOICE IS NOT PAID WITHIN 30 DAYS OF
      BILLING. ANNUAL PERCENTAGE 12%.

                                                     TOTAL           2,769.84
                                                                ----------------


DIVISION  FINANCE                     NUMBER  410     DATE  10/24/96


CONTACT   ACCOUNTS RECEIVABLE CLERK   PHONE  943-7310
<PAGE>

RETURN TO:                                          VOL  500  PAGE 410         
BERNARD, KNEELAND, CRAWFORD [ILLEGIBLE]             FILED BY 88-1264           
1105 Standard Plaza                                 JAN 27 1057 AM '88         
1100 SW 6th Avenue                                  BOBBIE [ILLEGIBLE], AUDITOR
Portland, Oregon 97204-1085                         DEPUTY____________         
                                                    RECORDED IN VOL 500        


                               ASSIGNMENT OF LEASE

IDC:        International Dunes Company,
            a partnership

HEMSTREET:  Mark S. Hemstreet

                                    RECITALS:

A. On March 2, 1967, the City of Richland, Washington, as Lessor, entered into a
lease with Richland Marina Inc., as Lessee, which lease is recorded under Benton
County, Washington, Auditor's file number 660524.

B. The lease was assigned by Richland Marina Inc. to the Merit Company by an
assignment of lease recorded under Benton County Auditor's file number 557612.

C. The lease was amended by an agreement dated December 20, 1976, recorded under
Benton County Auditor's file number 718509.

D. The lease was assigned by the Merit Company to IDC by an assignment dated
January 15, 1978, and consented to by the City of Richland on March 7, 1978.

E. A utility easement was granted to the City of Richland by IDC pursuant to an
amendment dated March 16, 1983, recorded in Benton County Auditor's file number.
874415.

F. A portion of the leased ground (1.596 acres) was relinquished by IDC to the
City of Richland pursuant to an agreement dated December 1986.

NOW, THEREFORE,

      For valuable consideration, IDC hereby assigns to Hemstreet all of IDC's
right, title and interest as lessee in that certain lease dated June 16, 1961,
between the City of Richland, as Lessor, and Richland Marina, Inc., as Lessee
(Benton County Auditor's file number 556950), subject to all of the additions,
deletions, amendments and changes thereto.

      In accepting this assignment, Hemstreet agrees to assume, and by these
presents does assume, the obligations of the lessee under such lease and agrees
to hold IDC and its partners harmless and indemnify them, to include attorneys'
fees and costs, from all damage and loss for the


Page 1.  Assignment of Lease
<PAGE>

performance of all of the covenants and conditions of the above-described lease.

      In accepting this lease assignment, Hemstreet agrees to assume, and does
hereby assume, the existing mortgage with U.S. National Bank of Oregon on such
premises.

      DATED: October 1, 1987


                                     INTERNATIONAL DUNES COMPANY, 
                                     an Oregon general partnership

                                     by /s/ Jim E. Hemstreet
                                        ----------------------------------------
                                        Jim E. Hemstreet, partner


                                     by /s/ Linda D. Lusk
                                        ----------------------------------------
                                        Linda D. Lusk, partner



                                        /s/ Mark S. Hemstreet
                                        ----------------------------------------
                                        Mark S. Hemstreet, assignee


STATE OF OREGON      )
                     )  ss.
County of Washington )

      On this day personally appeared before me JIM E. HEMSTREET who executed
the within and foregoing instrument on behalf of INTERNATIONAL DUNES COMPANY, an
Oregon partnership, and acknowledged that he signed the same as his free and
voluntary act and deed, for the uses and purposes therein mentioned. Given under
my hand and official seal this 1st day of October, 1987.


                                       /s/ [ILLEGIBLE]
                                       -----------------------------------------
                                       Notary Public in and for the
                                       State of Oregon
                                       Residing at Portland, Oregon
                                       My Commission Expires:  8/6/89

    SEAL

[ILLEGIBLE]

NOTARY PUBLIC

STATE OF OREGON


STATE OF OREGON      )
                     )  ss.
County of Washington )

      On this day personally appeared before me LINDA D. LUSK


Page 2.  Assignment of Lease
<PAGE>

who executed the within and foregoing instrument on behalf of INTERNATIONAL
DUNES COMPANY, an Oregon partnership, and acknowledged that she signed the same
as her free and voluntary act and deed, for the uses and purposes therein
mentioned. Given under my hand and official seal this 1st day of October, 1987.


                                       /s/ [ILLEGIBLE]
                                       -----------------------------------------
                                       Notary Public in and for the
                                       State of Oregon
                                       Residing at Portland, Oregon
                                       My Commission Expires:  8/6/89

    SEAL

[ILLEGIBLE]

NOTARY PUBLIC

STATE OF OREGON


STATE OF OREGON      )
                     )  ss.
County of Washington )

      On this day personally appeared before me MARK S. HEMSTREET to me known to
be the individual described in and who executed the within and foregoing
instrument, and acknowledged that he signed the same as his free and voluntary
act and deed, for the uses and purposes therein mentioned. Given under my hand
and official seal this 4th day of November, 1987.

      SEAL

MARGARET C. TAYLOR

  NOTARY PUBLIC

  STATE OF OREGON
                                       /s/ Margaret C. Taylor
                                       -----------------------------------------
                                       Notary Public in and for the
                                       State of Oregon
                                       Residing at Portland, Oregon
                                       My Commission Expires: 4/23/88


Page 3.  Assignment of Lease
<PAGE>

                         CONSENT TO ASSIGNMENT BY LESSOR

            THE CITY OF RICHLAND, WASHINGTON, a Washington municipal 
corporation, hereby consents to the foregoing Assignment of the Lessee's
interest in said lease dated June 16, 1961, this consent given this 22nd day of
December, 1987, but nothing herein contained shall be deemed to release the
Assignor, International Dunes Company from its obligations under the lease
hereby assigned and the City of Richland expressly disclaims any liability for
any prior assignments, encumbrances or indentures of the leasehold interest of
any nature which may have been made or created by International Dunes Company
without approval of the City of Richland.


                                       CITY OF RICHLAND
                                       a municipal corporation



                                       BY: /s/ Neal J. Shulman
                                           -------------------------------------
                                           NEAL J. SHULMAN
                                           CITY MANAGER

ATTEST:


BY: /s/ Leslie Smith
    ---------------------------
    LESLIE SMITH
    CITY CLERK

APPROVE AS TO FORM:


BY: /s/ Thomas O. Lampson
    ---------------------------
    THOMAS O. LAMPSON
    CITY ATTORNEY
<PAGE>

                               ASSIGNMENT OF LEASE

            This Assignment of Lease is by and between the MERIT COMPANY, a
Washington corporation, hereinafter referred to as "Assignor", and INTERNATIONAL
DUNES COMPANY, a partnership, hereinafter referred to as "Assignee".

            WHEREAS, by Lease Agreement dated the 16th day of June, 1961, and
recorded under Benton County Auditor, Washington, File No. 556950, made between
the City of Richland, Washington, a municipal corporation, as Lessor, and
Richland Marina, Inc., a corporation, Lessee, for a term of fifty-five (55)
years, beginning January 1, 1961, and containing an option to extend for a
further period of forty-four (44) years, covering the real property situated in
the City of Richland, Benton County, Washington, described in said Lease, which
legal description is attached hereto marked Exhibit "1" and incorporated herein
by reference, and which Lease Agreement was amended by written instrument, which
Lease Agreements are herein called "Lease"; and

            WHEREAS, MERIT COMPANY, a Washington corporation is now the owner
and holder of the Lessee's interest in said Lease and leasehold created thereby,
under Assignment of Lease recorded under Benton County, Washington, Auditor's
File No. 557612, in Volume 223 at Page 686.

1.    ASSIGNMENT:

            Now, Therefore; Assignor for valuable consideration, the receipt of
which is hereby acknowledged, and in consideration of the obligations of and
payments by Assignee hereinafter mentioned, does hereby transfer, assign and
convey to Assignee the above described Lease, as amended, together with all
rights, titles and options conferred thereby and existing thereunder, together
with the leasehold estate in and leasehold improvements upon the above described
real property.


                                       -1-

                                   EXHIBIT "A"
<PAGE>

2.    ASSIGNEE COVENANTS TO PAY RENT, PERFORM OBLIGATIONS AND INDEMNIFY
      ASSIGNOR:

      The Assignee does hereby agree to pay the rents and all other payments,
taxes, assessments, levies and governmental charges of all and every kind as
specifically and generally set out and described in said Lease Agreement and
required to be paid by the Assignor as successor Lessee, and the Assignee does
further agree to perform all of the obligations required to be performed by the
Assignor as substitute Lessee. It is the intent and purpose of this Agreement
that Assignee shall do and perform all and every one of the conditions,
requirements and obligations of the original fifty-five (55) year Lease and any
extension thereof and Assignee covenants to keep indemnified the Assignor
against all actions, claims and demands whatsoever in respect of all rents,
covenants, conditions and stipulations or anything relating thereto during the
continuance of the unexpired term of said Lease and any extension thereof, but
not for matters arising thereunder prior to the effective date hereof: The15th
day of July, 1976.

3.    DEFAULT:

      It is understood and agreed that if default should be made by Assignee
herein in the payment of any monthly installment of rent when due, as in said
Lease Agreement provided, or if it shall fail to pay any taxes, assessments or
governmental charges, lawfully levied, assessed or charged against the demised
premises, or which might become a lien upon said premises, or the improvements
thereon, or any part thereof, before any penalty shall accrue on account of
default in such payment, and such default shall continue for a period of ten
(10) days after written notice to Assignee, then in any of such events, and
whenever or as often as they occur, Assignor shall, at its election, at or after
the expiration of said ten (10) days notice, have the right to declare this
transfer and assignment ended; and Assignor thereupon may re-enter the demised
premises and take full and complete possession


                                       -2-
<PAGE>

thereof and any of the improvements on the demised premises or any part thereof,
either with or without process of law; Assignee hereby waiving any further
demand for the rent on the premises and any demand for the possession of the
premises or the improvements situated thereon; and, if, thereafter Assignee, its
agent, attorney or tenant shall hold possession of said premises or any part
thereof one day after the same should have been surrendered according to the
terms hereof, they shall be guilty of forcible detainer of such premises and
shall be subject to eviction and removal, forcibly or otherwise, with or without
process of law; or

            (b) If default be made by Assignee herein in the performance of any
one or more of the covenants contained in this transfer and assignment (other
than the convenants to pay rent or other monies as provided in subdivision (a)
above), and Assignor or the City of Richland shall, in writing, notify Assignee
of such default or defaults and if such are not corrected by Assignee within
thirty (30) days from the date of said notice, then Assignor may forthwith
declare this transfer and assignment cancelled in the same manner and with the
same results specified in subdivision (a) next above.

      Upon any termination of this transfer and assignment, as provided in this
paragraph 3 for it to be terminated upon default of Assignee; all improvements,
of every kind and character, placed upon said premises shall become the property
of the Assignor and Assignee shall not thereafter have any claim or right
thereto.

4.    EVIDENCE OF COMPLIANCE:

      It is further understood and agreed that in every case wherein the
original fifty-five (55) year Lease hereby transferred requires any notice from
the Lessee therein or any evidence of compliance with any condition thereof
whatsoever that like notice shall be given Assignor and like evidence shall be
furnished to Assignor. It is further agreed in the event of any violation of or
non-compliance with the requirements of said Lease as a result


                                       -3-
<PAGE>

thereof a notice is served by the City of Richland under the provisions of said
Lease Agreement that such notice shall be equivalent to a notice from the
Assignor herein and the grace period of notice provided herein shall begin to
run on and from the same day and date that any such notice time begins run on
such notice under said Lease; and Assignor herein shall not be required to
further notify Assignee.

5.    WAIVER:

      The non-enforcement by Assignor of the breach of any term, covenant or
condition herein stipulated, shall never be construed to be a waiver of any
other or succeeding breach of any term, condition or covenant herein imposed
upon Assignee.

6.    NOTICES:

      All notices and delivery of papers herein mentioned and required to be
given shall be given in writing by certified mail properly addressed to the
address of the party for whom it is intended, and a certified receipt from the
postal authorities of the United States showing the mailing to such party by
certified mail at the proper address, together with a copy of the notice sent in
the hands of the sending party, shall conclusively establish the giving of such
notice, as of the date of mailing.

7.    BINDING EFFECT:

      All the provisions, obligations, agreements, stipulations, covenants and
conditions herein contained shall inure to the successors and assigns of the
parties hereto, respectively, and be binding in all respects upon them in the
same manner and to the same effect as the parties hereto are bound.

      This Assignment is given in performance of a contract of sale dated July
15, 1976 between the parties hereto, and is subject to any taxes, liens or
encumbrances placed or suffered by the Assignee or anyone claiming under said
Assignee.


                                       -4-
<PAGE>

            IN WITNESS WHEREOF, the Assignor and Assignee have executed this
Agreement this 15th day of January, 1978.


     ASSIGNOR:                          MERIT COMPANY,
                                        a Washington corporation


                                        By /s/ [ILLEGIBLE]
                                           -------------------------------------
                                                  President

ATTEST:

By: /s/ [ILLEGIBLE]
    -------------------------
          Secretary


ASSIGNEE:                               INTERNATIONAL DUNES COMPANY
                                        a Partnership


                                       By /s/ [ILLEGIBLE]
                                          --------------------------------------
                                                                         Partner

                                          /s/ [ILLEGIBLE]
                                          --------------------------------------
                                                                         Partner

                                          /s/ [ILLEGIBLE]
                                          --------------------------------------
                                                                         Partner

                                          /s/ [ILLEGIBLE]
                                          --------------------------------------
                                                                         Partner

                                          /s/ [ILLEGIBLE]
                                          --------------------------------------
                                                                         Partner

                                          
                                          --------------------------------------
                                                                         Partner

                                          --------------------------------------
                                                                Managing Partner

STATE OF WASHINGTON )
                    ) ss
County of Pierce    )

            On this 15th day of January, 1978, before me. A Notary Public in and
for the State of Washington, duly commissioned and sworn, personally appeared
[ILLEGIBLE] and [ILLEGIBLE], to me known to be the President and Secretary of
the MERIT COMPANY, the corporation that executed the foregoing instrument, and
acknowledged the said instrument to be the free and voluntary act and deed of
said corporation, for the uses and purposes therein mentioned, and on oath
stated that they are authorized to execute the said instrument and that the seal
affixed (if any) is the corporate seal of said corporation.

            WITNESS my hand and official seal hereto affixed the day and year
above written.


                                       /s/ John A. Paglia
                                       -----------------------------------------
                                       NOTARY PUBLIC IN AND FOR THE STATE OF 
                                       WASHINGTON, RESIDING AT Tocoma

              SEAL
         JOHN A. PAGLIA
          NOTARY PUBLIC
       STATE OF WASHINGTON
COMMISSION EXPIRES NOV. 14, 1981


                                       -5-
<PAGE>

                         LEASE ADDENDUM - SIGN EASEMENT

      This addendum is to that certain lease entered into on March 2 1967
between the City of Richland, Lessor, and the Richland Marina, Inc., Lessee,
said lease being recorded under Benton County, Washington, Auditor's file number
660524.

                                    RECITALS:

A. The lease was assigned by Richland Marina, Inc. to the Merit Company by an
assignment of lease recorded under Benton County Auditor's file number 557612.

B. The lease was amended by an agreement dated December 20, 1976, recorded under
Benton County Auditor's file number 718509.

C. The lease was assigned by the Merit Company to IDC by an assignment dated
January 15, 1978, and consented to by the City of Richland on March 7, 1978.

D. A utility easement was granted to the City of Richland by IDC pursuant to an
amendment dated March 16, 1983, recorded under Benton County Auditor's file
number 674415.

E. A portion of the leased ground (1.596 acres) was relinquished by IDC to the
City of Richland pursuant to an agreement dated December, 1986.

F. An assignment of the lease from International Dunes Company to Mark S.
Hemstreet, said assignment dated October 1, 1987 and consented to by the City of
Richland on December 22, 1987.

      NOW, THEREFOR, said lease document contains a clause relating to an
easement for operation and maintenance of a sign located in said Block 564, Plat
of Richland. In reference to sub-paragraph 3 on page 4 of said lease document,
the easement established for operation and maintenance of a sign has been
modified as legally described herein:

      Beginning at the intersection of the centerlines of George Washington Way
      and Comstock Street; thence S 20(degree)29'10"E, along the centerline of
      said George Washington Way, 86.31 feet; thence S 23(degree)25'36"E, along
      said centerline, 33.37 feet; thence N 66(degree)34'24"E, 70.00 feet to the
      easterly margin of George Washington Way as described in easement deed and
      City of Richland Ordinance No. 20-90 recorded under Auditor's File No.
      90-13546, and the True Point of Beginning; thence S 23(degree)25'47"E,
      along said easterly margin, 17.50 feet; thence N 66(degree)34'13"E, 24.41
      feet; thence N 23(degree)25'47"E, 35.00 feet; thence S 66(degree)34'13"W,
      24.24 feet to a point on the arc of a curve;


                                        1
<PAGE>

      the radial bearing to center being N 82(degree)57'30"E; thence
      southwesterly along the arc of said curve, to the left, through a central
      angle of 0(degree)24'00", 0.63 feet, thence S 23(degree)25'47"E, 16.90
      feet to the True Point of Beginning.

      DATED this 29th day or November, 1990.


CITY OF RICHLAND                       SHILO INN - RIVERSHORE



/s/ Joseph C. King                     /s/ Mark S. Hemstreet
- --------------------------             ---------------------------------
JOSEPH C. KING                         MARK S. HEMSTREET
City Manager                           Assignee


APPROVED AS TO FORM:



/s/ Thomas O. Lampson
- --------------------------
THOMAS 0. LAMPSON
City Attorney


                                        2
<PAGE>

                                 LEASE AMENDMENT

            WHEREAS, a Lease Agreement was entered into the 16th day of June,
1961, between the City of Richland as Lessor, and Richland Marina, Inc., as
Lessee, which lease was recorded under Benton County, Washington, Auditor's File
No. 556950; and

            WHEREAS, on March 2, 1967, that Lease Agreement above described, was
supplemented by an additional agreement between the City of Richland, as Lessor,
and the Merit Company, as Lessee, recorded under Benton County, Washington,
Auditor's File No. 660524; and

            WHEREAS, the Merit Company, a Washington Corporation, became
successor Lessee to Richland Marina, Inc. pursuant to Assignment of Lease from
Richland Marina, Inc. to Merit Company, recorded under Benton County,
Washington, Auditor's File No. 557612; and

            WHEREAS, the Lease Agreement was thereafter amended by Lease
Amendment dated the 20th day of December, 1976, and recorded under Benton
County, Washington, Auditor's File No. 718509; and

            WHEREAS, the International Dunes Company, a partnership, became
successor Lessee to Merit Company, pursuant to Assignment of Lease dated January
15, 1978, from Merit Company to International Dunes Company, and consented to by
the City of Richland on March 7, 1978; and

            WHEREAS, the City of Richland is desirous of a 7.5 foot utility
easement and a 17.5 foot construction easement for use in installing a new sewer
main along the southeasterly portion of the leasehold premises;

            NOW, THEREFORE, it is agreed between the International Dunes
Company, a partnership, and the City of Richland, a Municipal Corporation, that
that certain Lease Agreement dated June 16, 1961, and recorded under Benton
County, Washington, Auditor's File No. 556950, together with all
<PAGE>

documents comprising that Lease Agreement, should be, and hereby is amended in
the following particulars:

            The property legal description described in the Lease Agreement
dated June 16, 1961 and the Lease Amendment dated December 20, 1976, shall be
amended to include the following easements granted and/or reserved to Lessor:

            1) A utility easement, for the purpose of constructing, installing,
maintaining, repairing and operating the effluent line for the sewage treatment
plant with full right to go upon said premises at any time for such purposes,
together with the right to trim brush and trees that may interfere with the
construction, maintenance and operation of same, described as follows:

            The South 7.5 feet of that portion of Block 564, Plat of Richland,
            Recorded in Volumes 6 and 7 of Plats, Records of Benton County,
            Washington, as described in the lease agreement recorded in Volume
            319, Page 992, Records of Benton County, Washington.

            2) A temporary construction easement, for the purpose of installing
the effluent line for the sewage treatment plant with full right to go upon said
premises at any time for such purposes, until final approval of the sewer
construction contract, however, not to exceed two years from date described as
follows:

            The North 17.5 feet of the South 25 feet of that portion of Block
            564, Plat of Richland, Recorded in Volume 6 and 7 of Plats, Records
            of Benton County, Washington, as described in the lease agreement
            recorded in Volume 319, Page 992, Records of Benton County,
            Washington.

            All property within the construction easement will be returned to
equal or better condition at the completion of said construction work.
<PAGE>

            International Dunes Company, an Oregon Partnership, hereby approves
and consents to the within and foregoing amendment to that certain Lease
Agreement described above.



/s/ [ILLEGIBLE]
- ----------------------------

/s/ [ILLEGIBLE]
- ----------------------------

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

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

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

DATED this 4 day of March, 1983.


                                       /s/ Neal J. Shulman
                                       ---------------------------------
                                       NEAL J. SHULMAN
                                       City Manager

/s/ Leslie A. Smith
- ----------------------------
Leslie A. Smith
City Clerk


FORM APPROVED:


/s/ James Taylor
- ----------------------------
JAMES TAYLOR
City Attorney
<PAGE>

                                                                     [ILLEGIBLE]

                                 LEASE AMENDMENT

            WHEREAS, a Lease Agreement was entered into the 16th day of June,
1961, between the City of Richland as Lessor, and Richland Marina, Inc., as
Lessee, which lease was recorded under Benton County, Washington, Auditors's
File No. 556950; and

            WHEREAS, on March 2, 1967, that Lease Agreement above described, was
supplemented by an additional agreement between the City of Richland, as Lessor,
and the Merit Company, as Lessee, recorded under Benton County, Washington,
Auditor's File No. 660524; and

            WHEREAS, the Merit Company, a Washington Corporation, is now the
owner and holder of the Lessee's interest in said Lease and Leasehold created
thereby, under assignment of lease recorded under Benton County, Washington,
Auditor's File No. 557612, Volume 223, at Page 686; and

            WHEREAS, the Merit Company has entered into a conditional sale
agreement with International Dunes Company, a partnership, whereby the Merit
Company has conditionally sold the leasehold interest created pursuant to the
above described agreements; and

            WHEREAS, the land forming the subject matter of the leasehold
agreement has recently been surveyed for the purpose of redefining the leasehold
boundaries in an appropriate manner; and;

            WHEREAS, the Merit Company and International Dunes are desirous of
obtaining an 80 foot non-exclusive roadway easement

                                                        CITY OF RICHLAND
                                                          [ILLEGIBLE]

                                      -1-
<PAGE>

from George Washington Way to the Rivershore leasehold premises, along what
would otherwise be an extension of Comstock Street, as well as a sign easement,
in exchange for which they are agreeable to the extinguishment and
relinquishment to the City of an unused and undeveloped 60 foot access easement
at a more northerly point; and

            WHEREAS, the Merit Company and the City of Richland, with the
agreement of International Dunes Company, are satisfied that the legal
description of the leasehold premises should be amended to reflect desires of
the parties;

            NOW, THEREFORE, it is agreed between the Merit Company, a Washington
Corporation, and the City of Richland, a Municipal Corporation, that that
certain Lease Agreement dated June 16, 1961, and recorded under Benton County,
Washington, Auditor's file No. 556950, together with all documents comprising
that Lease Agreement should be, and hereby is, amended in the following
particulars:

            A) The legal description of the property forming the subject matter
of the leasehold interest is amended to read as follows:

            A parcel of land situated in the City of Richland, Benton County,
            Washington, described as follows:

            Beginning at the intersection of the centerlines of George
            Washington Way and Bradley Street (coordinates N. 344.455.81, E.
            2,310,910.61); Thence N83(degrees)25'55" E and following the
            centerline of Bradley Street, 825.42 feet; Thence
            S06(degrees)34'05"E, 30.00 feet; Thence S84(degrees)28'05"E, 353.31
            feet, Thence S39(degrees)32'35"E, 300.00 feet; Thence
            S50(degrees)27'25"W, 28.76 feet to an intersection with the Five
            Year Flood Traverse line, terminated by U.S. Corps of


                                      -2-
<PAGE>

            Engineers Monuments U-41-A and U-42, and the True Point of
            Beginning; Thence continuing S50(degrees)27'25"W, 300.36 feet;
            Thence S87(degrees)06'47"W, 90.30 feet; Thence S02(degrees)53'13"E,
            27.82 feet; Thence S87(degrees)06'47"W 120.00 feet; Thence
            S02(degrees)53'13"E, 396.68 feet; Thence S39(degrees)32'35"E, 115.00
            feet; Thence N50(degrees)27'25"N, 40.00 feet; Thence
            S39(degrees)32'35"E, 900.00 feet; Thence S50(degrees)27'25"E, 40.00
            feet; Thence S39(degrees)32'35"E, 281.21 feet to an intersection
            with the Northerly boundary of a parcel of land described in a lease
            recorded under Auditor's File No. 550,341; Thence
            N50(degrees)22'34"E and following the Northerly boundary of said
            lease, 855.32 feet to an intersection with the Five Year Flood
            traverse line, terminated by U.S. Corps of Engineers Monument U-41
            and U-41-A; Thence N50(degrees)16'52"W and following said traverse
            line, 427.43 feet to said Monument, U-41-A; Thence
            N50(degrees)17'44"W, and following said traverse line, 285.06 feet
            to the True Point of Beginning.

            Containing 12.678 Acres.

            Together with an easement of ingress and egress described as
follows:

            An access easement for the Rivershore Motel located on Block 564 of
            the Plat Richland as recorded in volumes 6 and 7 of Plats, in
            records of Benton County, Washington. Said easement being more
            particularly described as follows:

            Beginning at the intersection of the centerlines of George
            Washington Way and Comstock Street (coordinates N. 343,228.40, E.
            2,311,405.56); Thence N20(degrees)29'18"W; a distance of 42.90 feet;
            Thence N69(degrees)30'42"E; a distance of 40.00 feet to point on the
            ease right-of-way line of George Washington Way, said point being
            the True Point of Beginning; Thence N65(degrees)30'19"E, a distance
            of 499.44 feet; Thence S39(degrees)32'35"E, a distance of 82.84
            feet; Thence S65(degrees)30'19"W; a distance of 526.54 feet to the
            east right-of-way line of George Washington Way; Thence
            N20(degrees)29'18"W along said right-of-way line, a distance of
            80.20 feet to the True Point of Beginning.

            Also including an easement for operation and maintenance of a sign
located in said Block 567, Plat of Richland. Said easement more particularly
described as follows:


                                      -3-
<PAGE>

            Beginning at the intersection of the centerlines of George
            Washington Way and Comstock Street (coordinates N. 343,228.40, E.
            2,311,405.56); Thence S20(degrees)29'18"E; a distance of 37.30 feet;
            Thence N69(degrees)30'42"E; a distance of 40.00 feet to point on the
            east right-of-way line of George Washington Way, said point being
            the True Point of Beginning; Thence N65(degrees)30'19"E, a distance
            of 35.00 feet; Thence S20(degrees)29'18"E, a distance of 35.00 feet;
            Thence S65(degrees)30'19"W, a distance of 35.00 feet; Thence
            N20(degrees)29'18"W, a distance of 35.00 feet to the True Point of
            Beginning.

            There are reserved the following easements:

            1. An easement for the United States of America and its assigns for
            an existing road right-of-way consisting of a strip of land 30.0
            feet wide being 15.0 feet on each side of a centerline described as
            follows: Beginning at a point on the Southwesterly parcel boundary
            363.95 feet from the Southwest parcel corner, thence South
            67(degrees)04'05" East 266.64 feet to the point of curvature of a
            4(degrees)19' curve to the right, thence along the arc of said curve
            139.60 feet to a point on the Southeasterly parcel boundary 181.81
            feet from the Southwest parcel corner.

            2. An easement for the United States of America and its assigns upon
            and across all portions of the parcel for the purpose of inundation,
            saturation, percolation and erosion, with the natural flow of the
            Columbia River, or the pool created by the McNary Dam, or flows from
            any other cause whatsoever including irrigation or drainage ditches
            tributary to the Columbia River or any upstream dam, together with
            the right of ingress and egress over said lands from time to time as
            occasion may require, to remove therefrom natural or artificial
            structures or obstructions, which, in the opinion of the
            representatives of the United States, may be detrimental to the
            operation of the pondage and drainage facilities. The construction
            of structures to be utilized for human habitation or of other
            structures which will interfere with this easement is prohibited,
            unless such structure is approved and permitted by U.S. Army, Corps
            of Engineers.

            3. It is understood that with Lessor's prior consent and approval,
            in writing, that Lessee may move certain of the above easements to
            other locations to suit construction needs that such action will be
            reflected by addenda hereto. There are not reserved for the


                                      -4-
<PAGE>

            purpose of this lease those easements shown by dashed lines on the
            Plat of Richland within the boundaries of this parcel.

            The Lessor also reserves the right to continue to use all of Falley
            Field, a part of which is included in the leased premise, until such
            time as the Lessee has relocated Falley Field on a site to be
            provided by Lessor. All expenses of the relocation, except the site,
            shall be born by Lessee, and shall include, without being limited to
            grading of teh new site, the installation of the irrigation system,
            providing turf, installing fences and in all respects making the
            relocated field as good as the present Falley Field for the purposes
            for which it is now being used.

            B) All other terms and conditions shall remain the same DATED this
20th day of December, 1976.

                                       /s/ Larry R. Coons
                                       --------------------------------
                                       LARRY R COONS
                                       City Manager


[SEAL] [ILLEGIBLE]

ATTEST:



/s/ Leslie A. Kroh
- ------------------------
LESLIE A. KROH
City Clerk


FORM APPROVED:



/s/ Neal J. Shulman
- ------------------------
NEAL SHULMAN
City Attorney


                                      -5-
<PAGE>

                                       MERIT [ILLEGIBLE]



                                   BY: /s/ [ILLEGIBLE]
                                       ----------------------------------


                                       ATTEST:



                                       /s/ [ILLEGIBLE]
                                       ----------------------------------
                                       Secretary

      International Dunes Company, an Oregon Partnership, contract vendee,
hereby approves and consents to the within and foregoing amendment to that
certain Lease Agreement described above.

/s/[ILLEGIBLE]
- ----------------------------------

/s/[ILLEGIBLE]
- ----------------------------------

/s/[ILLEGIBLE]
- ----------------------------------

/s/[ILLEGIBLE]
- ----------------------------------

/s/[ILLEGIBLE]
- ----------------------------------


STATE OF WASHINGTON )
                    :ss
COUNTY OF BENTON    )

            On this [ILLEGIBLE] day of [ILLEGIBLE], 1976, before me personally
appeared LARRY R. COONS AND LESLIE A. KROH, to me known to be the City Manager
and City Clerk, respectively, of the City of Richland, Washington, the municipal
corporation that executed the within and foregoing instrument and acknowledged
said instrument to be free and voluntary act and deed of said corporation, for
the uses and purposes therein mentioned and on oath stated that they were
authorized to execute said instrument and that the seal affixed is a seal of the
City of Richland, Washington.


                                      -6-
<PAGE>

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year first above written.

                                                            [SEAL] NOTARY PUBLIC

                                       /s/ [ILLEGIBLE]
                                       -----------------------------------------
                                       NOTARY PUBLIC in and for the State of
                                       Washington, residing at [ILLEGIBLE] My
                                       commission expires [ILLEGIBLE]

STATE OF WASHINGTON )
                    :ss
COUNTY OF PIERCE    )

            On this 3RD day of November, 1976, before me personally appeared
[ILLEGIBLE] to me known to be the [ILLEGIBLE]of the corporation that executed
the within and foregoing instrument and acknowledge said instrument to be the
free and voluntary act and deed of said corporation, for the uses and purposes
therein mentioned, and on oath stated that they were authorized to execute said
instrument and that the seal affixed is the corporate seal of said corporation,
the Merit Company.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my 
official seal the day and year first above written.

                                                            [SEAL] NOTARY PUBLIC

                                       /s/ [ILLEGIBLE]
                                       -----------------------------------------
                                       NOTARY PUBLIC in and for the State of
                                       Washington, residing at [ILLEGIBLE] My
                                       commission expires [ILLEGIBLE]

STATE OF OREGON       )
                      :ss
COUNTY OF [ILLEGIBLE] )

            On this 6TH day of [ILLEGIBLE], 1976, before me personally appeared
[ILLEGIBLE] and [ILLEGIBLE] to me known to be the partners of the International
Dunes Company, an Oregon Partnership, that executed the within and foregoing
instrument and acknowledge said instrument to be the free and voluntary act and
deed of said partnership, for the uses and purposes therein mentioned and on
oath stated that they were authorized to execute said instrument.


                                      -7-
<PAGE>

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year first above written.

[SEAL] NOTARY PUBLIC

                                       /s/ [ILLEGIBLE]
                                       -----------------------------------------
                                       NOTARY PUBLIC in and for the State of
                                       Washington, residing at [ILLEGIBLE] My
                                       commission expires [ILLEGIBLE]


                                      -8-
<PAGE>

                               [GRAPHIC OMMITTED]
<PAGE>

660524

                             SUPPLEMENTAL AGREEMENT

      This Supplemental Agreement, entered into the 2nd day of March, 1967, by
and between the City of Richland, Washington, hereinafter called the "Lessor,"
and the Merit Company, a corporation, hereinafter called the "Lessee,"
WITNESSETH THAT:

      The parties hereto do agree that that certain lease agreement, dated June
16, 1961, between the Lessor and the Richland Marina, Inc., a true copy whereof
is annexed hereto, is hereby amended in the following particulars:

      1. Section 4 of Article VI is deleted in its entirety and the following
substituted therefor:

            "4. The Lessee agrees that it will complete its motel construction
            by July 1, 1968, to the following extent: completion of
            approximately one hundred motel units and public areas for
            restaurant, cocktail lounge and banquet facilities. In the event the
            Lessee fails to complete its said construction work on time and in
            full, the Lessor shall have the right to terminate and cancel this
            lease for default without regard to any other consideration
            whatever. The Lessee further agrees that it will seek to maintain a
            construction schedule which will assure said completion by July 1,
            1968. The Lessee further agrees that in the event of termination of
            this lease by reason it its default, as regards motel construction,
            that it will indemnify and hold the Lessor harmless against liens,
            expenses or costs incurred by the Lessee which become encumbrances
            upon the leased property."

      2. At the end of Article VI, new sections are added as follows:

            "10. The Lessee agrees that at its own cost and expense it will
            perform the following construction work upon the leased premises,
            the said work being required by the U.S. Corps of Engineers as a
            condition to its release of its flowage easement, which said work is
            hereinafter referred to as the "Corps Requirements":

                  (1) Fill to elevation 352' for marine service road:
<PAGE>

Supplemental Agreement - page two


                  (2) Fill to elevation 359' for general parking and access
            facilities.

                  (3) Fill to elevation 360' for public areas within buildings.

                  (4) Fill to elevation 364.5' for habitation areas.

                  (5) Site grading in the motel are shall have slopes flatter
            than 1:5 in gravel and flatter than 1:10 if in fine-grained
            material. Gravel slopes may have a foot of topsoil and sod cover
            which, however, is optional with the builder. Adequate concrete
            retaining walls may be substituted for slopes between approximate
            elevations 359.0' and 364.5'.

                  (6) the south side of the boat basin and the land side thereof
            must be protected by riprap approximately fifty feet (50') beyond
            the 1961 shoreline, the riprap to be on a slope not greater than
            1:2; two feet (2') thick, and should extent from the top of the bank
            to the bottom of the basin, or to elevation 335', whichever is
            lower.

                  (7) The Lessee shall pay to the U. S. Corps of Engineers, as a
            condition to release of the Government's flowage easement, the sum
            of seven Hundred Dollars ($700.00) for extension of the right to
            discharge said easement October 10, 1966, to October 10, 1967; and
            the further sum of Two Hundred and Forty Dollars ($240.00) for
            gravel already excavated from Government property.

            11. The Lessee agrees that the Corps Requirements shall be fully
            completed by September 1, 1967. In the Event that the Lessee fails
            to complete said work on time and in full, it agrees to pay the sum
            of Fifteen Thousand Dollars ($15,000.00) as liquidated damages and
            that all of its rights hereunder may be terminated and cancelled
            without regard to any other circumstance whatever.

                  Further, the Lessee agrees to present to the Lessor, on or
            before June 15, 1967, a construction schedule for the completion of
            the Corps Requirements by September 1, 1967, supported by a
            construction
<PAGE>

Supplemental Agreement - page three


            contract or contracts for the performance of the work. In the event
            the Lessee fails to present said schedule and contract by said date,
            the Lessor shall be entitled to serve a 15-day notice upon the
            Lessee requiring it to make good said omission on or before July 1,
            1967; and if omission said is not made good by said date, the Lessee
            shall be entitled to terminate and cancel said lease with the same
            effect and consequences to the Lessee as if the Lessor had
            terminated the lease on September 1, 1967, for failure to complete
            the Corps Requirements." "12. As security for the performance of its
            obligations under this section the Lessee agrees that on or before
            March 15, 1967, it will: (a) furnish a performance bond from a
            recognized corporate surety; or (b) assign and deliver to the lessor
            the passbook or other evidence of ownership of a savings account or
            deposit in the amount of Fifteen Thousand Dollars ($15,000.00) with
            the Richland Branch of the National Bank of Commerce, or the
            Richland Branch of the Old National Bank, or the Richland Branch of
            the Seattle- first national Bank; or deliver to the City Clerk of
            the City of Richland, Washington, as trustee, bearer bonds issued by
            the United states of America having a face value of not less than
            $15,000.00, which deposit shall be held by said trustee as security
            for the making and completing of the said Corps Requirements within
            the time above limited, except as herein otherwise extended. In the
            event the Corps Requirements are not completed within the time fixed
            herein, the above-described security (a, b, or c) shall be and
            become the property of Lessor and be delivered by said trustee to
            the Lessor."

            "13. Whenever the Lessee is required hereby to construct, install or
            erect any fill, riprap or building or buildings upon the demised
            premises within a particular time limit or at or before a specified
            date, if the Lessee shall in good faith be delayed in such work of
            construction, installation or erection by flood, unusually severe
<PAGE>

Supplemental Agreement - page four


            weather or by any strike, lockout, Act of God, public enemy, fire or
            other casualty or by litigation, without the fault or neglect of the
            Lessee, then in such event the period of delay occasioned by any of
            the aforesaid causes shall be added to the particular time limit
            otherwise provided for herein, and the Lessee shall not be in
            default if Lessee shall complete such work of construction,
            installation, or erection within the stipulated time limit,
            increased by the period of time equal to such period or periods of
            delay."

            "14. Except as delimited herein, time is of the essence of this
            Agreement and the Lessor shall not be deemed to have waived prompt
            performance of the construction work by the acceptance of rent or
            any other act or omission on its part."

      3. A new Article is added as follows:

            Article XXIV. The Lessor acknowledges that the lease to which this
            Agreement is supplemental may be in need of clarification, revision,
            housekeeping and enlargement so as to enable Lessee to obtain long
            term financing thereon and to mortgage the leasehold without fear of
            thereby terminating said lease. Lessor agrees that said lease will
            be modified hereafter by it to the extent reasonably requested by
            any recognized long-term lender, whether it be an insurance company,
            mutual savings bank, savings and loan association, commercial bank,
            pension plan (union or otherwise), or otherwise, so long as no
            hypothecation of the Lessor's interest in the demised premises is
            required. Further Lessor agrees that at any time on demand it shall
            hereafter execute any instrument that may reasonably be required of
            it by any mortgagee of Lessee's interest in said lease for the
            purpose of carrying out the provisions of this Article.

      4. Except as expressly modified by this Supplement Agreement, all
provisions of said Lease Agreement shall be and remain the same.
<PAGE>

Supplemental Agreement - page five


      IN WITNESS WHEREOF the parties have caused these presents to be executed
the day and year first above written.

[GRAPHIC OMITTED]

                                    THE CITY OF RICHLAND, WASHINGTON


                                    By /s/
                                       ---------------------------------
Attests                             

/s/ [ILLEGIBLE]
- -------------------------------
                     City Clerk


                                    THE MERIT COMPANY


                                    By /s/
                                       ---------------------------------
Attests                             

/s/ [ILLEGIBLE]
- -------------------------------
               As its Secretary
<PAGE>

                                                                          556950

                                                             VOL 223 [ILLEGIBLE]

                                             Ex 1 [ILLEGIBLE]        [ILLEGIBLE]
                                                               FEB 15 4 55 PH 66
                                                          VERNER MILLER, AUDITOR

                                LEASE AGREEMENT

      THIS LEASE, entered into this 16 day of June 1961, by and between the City
of Richland, Washington, a municipal corporation, hereinafter called "Lessor",
and Richland Marina, Inc., a corporation organized and existing under the laws
of the State of Washington, hereinafter called "Lessee",

      WITNESSETH THAT:

      WHEREAS, Lessor is the owner of the premises hereinafter described and has
heretofore, on November 20, 1960, leased a portion of said premises, together
with other land of lessor, to lessee, which other land was previously leased to
Lessee by the General Electric Company, as agent for the United States Atomic
Energy Commission, lessor's predecessor in title, by lease dated May 24, 1958,
which lease was assigned to Lessor and subsequently merged in and replaced by
the lease dated November 20, 1960; and

      WHEREAS, it has determined to be of mutual interest to the parties hereto
to add additional land to the premises leased, and to divided the said premises
into two parcels, each for a particular use, and each under a separate lease;
and

      WHEREAS, it has been determined that said purpose can best be accomplished
by cancelling and terminating the lease dated November 20, 1960 and, in place
thereof, reinstating the lease dated May 24, 1958 as to the premises therein
described, and as to the premises described below, entering into a new lease;

      NOW, THEREFORE, the lessor hereby leases to the Lessee, and Lessee hereby
leases from the lessor, subject to the terms, conditions, and covenants
hereinafter set forth, the following described premises situated in the County
of Benton, Washington.

      Commencing at the intersection of George Washington Way and the centerline
      of Bradley Road (Coordinates N 344,455.81, E 2,310,910.61); thence N
      83(0)25'55" E a distance of 825.42 feet to a point on the centerline of
      Bradley Road; thence S 6(0) 34' 05" E a distance of 30.00 feet; thence S
      84(0) 28' 05" E 353.31 feet; thence S 39(0) 32' 35" E 300 feet; thence E
      50(0) 27' 25" W to an intersection with a line bearing N 50(0) 18' 26" W
      (5 year flood traverse) which is the true point of beginning; thence S
      50(0) 27' 25" W a distance of 722.5 feet; thence S 39(0) 32' 35" E a
      distance of 700 feet; thence N 50(0) 27' 25" E to an intersection with a
      line bearing N 50(0) 18' 26" W to the true point of beginning

together with an easement of ingress and egress over and across other land of
Lessor to George Washington Way, described as follows:


Lease - Page 1

                                     Mail to
                             Weiner, Bowles & Young
                                2306 Lloyd Center
                               Portland, Or. 97232
<PAGE>

                                                                VOL 223 page 621

      A strip 60.00 feet in width having for a centerline the following
      described line:

      Commencing at the intersection of George Washington Way and the centerline
      of Bradley Road (Coordinates N 344,455.81, E 2,310,910.61); thence N
      83(0)25'55" E a distance of 825.42 feet to a point on the centerline of
      Bradley Road; thence S 6(0) 34' 05" E a distance of 30.00 feet; thence S
      84(0) 28' 05" E 353.31 feet; thence S 39(0) 32' 35" E 300 feet; thence E
      50(0) 27' 25" W a distance of 750.0 feet; thence S 39(0) 32' 35" E a
      distance of 30.00 feet to the true point of beginning:

      Commencing at the true point of beginning; thence S 50(0) 20' 25" W to the
      East right-of-way line of George Washington Way.

      There are reserved the following easements:

      1. An easement for the United States of America and its assigns for an
      existing road right-of-way consisting of a strip of land 30.0 feet wide
      being 15.0 feet on each side of a centerline described as follows:
      Beginning at a point on the Southwesterly parcel boundary 363.95 feet from
      the Southwest parcel corner, thence South 67(0) 04' 05" East 266.64 feet
      to the point of curvature of a 4(0) 19' curve to the right, thence along
      the arc of said curve 139.60 feet to a point on the Southeasterly parcel
      boundary 181.81 feet from the Southwest parcel corner.

      2. An easement for the United States of America and its assign upon and
      across all portions of the parcel for the purpose of inundation,
      saturation, percolation and erosion, with the natural flow of the Columbia
      River, or the pool created by the McNary Dam, or flows from any other
      cause whatsoever including irrigation or drainage ditches tributary to the
      Columbia River or any upstream dam, together with the right of ingress and
      egress over said lands from time to time as occasion may require, to
      remove therefrom natural or artificial structures or obstructions, which,
      in the opinion of the representatives of the United States, may be
      detrimental to the operation of the pondage and drainage facilities. The
      construction of structures to be utilized for human habitation or of other
      structures which will interfere with this easement is prohibited, unless
      such structure is approved and permitted by U. S. Army, Corps of
      Engineers.

      3. it is understood that with Lessor's prior consent and approval, in
      writing, that Lessee may move certain of the above easement to other


Lease - Page 2
<PAGE>

                                                                VOL 223 PAGE 622



      locations to suit construction needs and that such action will be
      reflected by addenda hereto. There are not reserved for the purpose of
      this lease those easements shown by dashed on the Plat of Richland within
      the boundaries of this parcel.

            The Lessor also reserves the right to continue to use all of Falley
      Field, a part of which is included in the leased premises, until such time
      as the Lessee has relocated Falley Field on a site to be provided by
      Lessor. All expenses of the relocation, except the site, shall be born by
      Lessee, and shall include, without being limited to grading of the new
      site, the installation of the irrigation system, providing turf,
      installing fences and in all respects making the relocated field as good
      as the present Falley Field for the purposes for which it is now being
      used.

ARTICLE I TERM:

      The term hereof shall be 55 years, commencing as of January 1, 1961, and
ending December 31, 2015, unless sooner terminated pursuant to the provisions of
Article X.

      Lessee shall have the option to extend this lease for a further period of
44 years ending December 31, 2059, unless sooner terminated pursuant to the
provisions of Article X, by serving written notice of its election as to extend
this lease upon Lessor on or before January 1, 2015. All of the provisions of
this lease, excluding this option, shall be effective during such 44 years
extension hereof, except that the maximum additional monthly rental provided for
in Article III, paragraph numbered 2, shall be subject to renegotiation and
arbitration, as follows: If the Lessor and Lessee are unable to agree on the
maximum monthly rental payable under said Article III, 2, prior to July 1, 2015,
said monthly maximum rental shall be determined by three disinterested persons,
one to be chosen by the Lessor and one by the Lessee, and one by the two so
chosen; the expense of such determination to be equally divided between Lessor
and Lessee. If the two persons chosen by the parties are unable to agree upon
the third within sixty days after their appointment, either party may apply to a
judge of the Superior Court for Benton County to designate the third person. The
written award of said persons shall be final.


Lease - Page 3
<PAGE>

                                                                VOL 223 PAGE 623


      Lessee is not granted any rights or options with respect to purchase of
the leased premises. Lessee understands and agrees that under no circumstances
shall any of the provisions of this lease be construed as granting Lessee any
rights or options to purchase the leased premises.

ARTICLE II. USE OF PREMISES:

      The demised premises shall be used by the Lessee for the construction,
maintenance, and operation of hotel, specialty shops which primarily serve the
guests of the hotel, motel, restaurant and cocktail lounge and for no other
purpose, unless the Lessor authorizes other or additional uses in writing in
advance.

ARTICLE III.

      The Lessee shall pay to Lessor, at the office of the Director of Finance,
City Hall at Richland, Washington, or elsewhere, as designated from time to time
by the Lessor, the following amounts, on or before the 15th day of the next
succeeding calendar month, except that the fixed amounts shall be apportioned
for parts of months:

      1. From and after the date of this lease, an amount equal to 1% of the
total monthly gross receipts of each and every business carried on on the leased
premises by the Lessee and each and every sub-tenant, licensee or operator,
which 1% of monthly gross receipts shall not exceed $7,500.00 to the Lessor in
any one annual business period.

      2. The monthly payments as provided in Article III, Section 1. shall in no
event be less than $3,000.00 for any annual business period and if any
additional rental is due at the end of any annual business period, it shall be
payable on or before the 30th day after expiration of such period.

      3. From and after the commencement of business operations, or upon
completion of the building, whichever is earlier, an amount payable monthly, for
fire, police, safety, roads and streets and other municipal-type services
furnished by the Lessor, which amount shall be equal to 1/12th of 15 mills times
1/4 of the certified construction cost of the Lessee's building as established
under Section 3 of Article VI. Said payments to continue until said buildings
are placed on the Benton County assessment roll.

      4. The Lessor may, at its option, require the Lessee to pay interest
[ILLEGIBLE] the rate of 6% per annum from due date of each payment, and upon


Lease - Page 3
<PAGE>

                                                                VOL 223 PAGE 624


each defaulted obligation, until paid.

ARTICLE II TITLE TO BUILDING:

      1. It is understood and agreed that any building to be erected hereunder
      by the Lessee shall be and remain, during the term of this lease, the
      personal property of the Lessee, irrespective of the manner in which the
      building may be affixed to the land.

      2. Upon expiration of the term of the lease, title to the buildings
      erected upon the demised premises shall vest in the City and the buildings
      shall thereupon become a part of the realty. The Lessee covenants at such
      time to execute, acknowledge and deliver any and all documents of title
      and to take all necessary steps to transfer title to the city free and
      clear of all liens, encumbrances and charges, other than those expressly
      authorized and validly existing under the provisions of Section 2, Article
      V.

ARTICLE V. ENCUMBRANCES AND ASSIGNMENTS:

      1. Except with the prior written approval of the Lessor, which approval
      shall not be unreasonably withheld, the Lessee shall not sell, assign,
      mortgage, lease, sublease, license, or otherwise dispose of or encumber in
      whole or in part, the leasehold estate hereby created or the building or
      buildings to be erected hereunder, nor suffer any voluntary or involuntary
      transfer or disposition of title or encumbrance to be made; and the Lessee
      will indemnify and keep indemnified the Lessor against losses resulting
      from the payment of any lien, charge or encumbrance.

      2. If, pursuant to the written consent of the Lessor, Lessee shall
      mortgage, pledge, or otherwise encumber the leasehold estate hereby
      created or the building or buildings to be erected hereunder, then no
      termination provided for under Section 1. or Section 2, Article X of this
      lease, shall impair the validity of any such lien or encumbrance. Any
      notice of default on the part of the Lessee, or intention on the part of
      the Lessor, to terminate or revoke this lease shall be mailed to the agent
      designated by the mortgagee, pledge, or other encumbrance-holder;
      provided, however, that no notice of such default or intention to
      terminate shall be required to be given to said mortgagee, pledges or
      other encumbrance-holder, if fails to designate such an agent.


Lease - Page 5
<PAGE>

ARTICLE VI. CONSTRUCTION

      The Lessee agrees that it will, at its own cost and expense (or through a
sub-tenant) and pursuant to the following provisions, contract and complete
construction of the buildings to be utilized in the operation of the business
located or to be located on the land:

      1. The Lessee, before proceeding with the construction of any proposed
      building, shall submit to the Lessor, for inspection and approval by the
      Lessor, three (3) copies of completed drawings and specifications covering
      the proposed building. The location and type of construction must not
      obstruct wasteways and must meet the requirements of the U.S. Corps of
      Engineers and the Lessor.

      2. The Lessee shall furnish the Lessor with one set of "as built"
      reproducible plans of the original building and of any subsequent building
      alterations or additions, and of any additional building, within sixty
      (60) days after approval by Lessor of the completed work, or as this time
      may be extended by the Lessor.

      3. Within thirty (30) days after the date Lessee submits "as built"
      reproducible plans to the Lessor, the Lessor and Lessee shall agree in
      writing upon the items which properly may be included in the actual cost
      of said original building or building alterations, additions or additional
      buildings; and within one hundred twenty (12)days after completion of said
      building, or as this time may be extended by the Lessor, the parties
      hereto shall agree in writing as to the amount of actual cost of said
      original building; and within one hundred twenty (120) days after
      completion of said building alterations, additions or additional
      buildings, or as this time may be extended by the Lessor, the parties
      hereto shall agree, in writing, as to the amount of the actual cost of
      said building alterations, additions, or additional building.

      4. Work on any building shall be commenced as soon as practicable after
      receipt by Lessee, from Lessor, of notice of approval of the drawings and
      specifications, and shall be completed not later than November 20, 1961,
      unless an extension, in writing, is obtained from Lessor.

      5. The lessee shall procure or cause to be procured, all licenses, permits


Lease - Page 6
<PAGE>

                                                                VOL 226 PAGE 626


      (including a navigation permit from the U.S. Corps of Engineers),
      franchises, easements, rights of way or other interests in real property,
      necessary for the performance of work in connection with the construction.

      6. The Lessee shall bear the expense of all site preparation including the
      removal or relocation of any underground or overhead utility lines and the
      provisions of sewer facilities for the premises, whether the Lessor causes
      the work to be performed or it is performed by the Lessor. Any such work
      done by the Lessee shall be approved, in advance, by the Lessor.

      7. At its expense, the Lessee or Lessor may relocate the existing road to
      a location approved by the Lessor outside the premises. If this occurs,
      the right-of-way easement on the described premises will be eliminated
      upon the completion of the relocation. In the event that the road is
      relocated by the Lessee, it must be in accordance with plans approved by
      the Lessor.

      8. The Lessor shall have the right to inspect, in such manner and at such
      times are reasonable, the work in process of construction.

      9. If the Lessor so directs, the Lessee shall require any or all of its
      contractors to furnish adequate performance and payment bonds.

ARTICLE VII. OPERATION OF BUSINESS:

      The Lessee shall, at its own cost and expense, operate its business on the
demised premises and cause its sub-lessees to operate their businesses in
accordance with the following provisions:

      1. The Lessee and any sublessees shall keep the premises open and
      available for business activity therein during any usual days and hours
      for such business in the community, except when prevented by strikes,
      fire, casualty or other causes beyond their control and except during
      reasonable periods for repairing, cleaning and decorating, and for such
      other purposes as may be approved by the Lessor.

      2. The Lessee and any sublessees shall maintain such stocks of
      merchandise, provide such services, employ sufficient personnel, furnish
      and install such fixtures and equipment, and do all such things as are
      necessary, in order to render efficient and convenient services to
      customers.


Lease - Page 7
<PAGE>

                                                                VOL 223 PAGE 627


      3. The Lessee shall keep the demised premises, the building and all
      equipment therein in good condition and repair. No additions to, or
      alterations of, the building or buildings shall be made, nor shall any
      additional buildings be erected, without the prior written consent of
      Lessor, which shall not be unreasonably withheld, nor shall any
      substantial change in the terrain of the premises be made without such
      approval.

      4. The Lessee shall pay all charges assessed for electricity, water,
      sewerage, and refuse-removal service.

      5. The Lessee shall pay any and all taxes imposed by the Federal
      Government, the state or any political subdivision thereof.

      6. Lessee shall obtain and maintain a navigation permit from the U. S.
      Corps of Engineers.

ARTICLE VIII. COMPLIANCE WITH LAWS AND REGULATIONS:

      1. The Lessee shall comply with the Industrial Insurance Act and the
      Medical Aid Act of the State of Washington, all Federal and State Social
      Security Laws, and all other Federal laws and the regulations issued
      thereunder, and local laws, rules and regulations applicable to the
      maintenance and operation of the Facility or to the Lessee as an owner or
      employer, and shall comply with such rules and regulations as the Lessor
      may from time to time establish pertaining to activities in connection
      with the health, sanitation, fire protection, safety and zoning of the
      community and use of utilities supplied by the Lessor, regardless of
      whether such activities be those of the Lessee or any of its contractors,
      or the officers, employees or agents of the Lessee or any of their
      contractors. The Lessee shall take, or cause to be taken, all reasonable
      steps or precautions to protect health and minimize danger from all
      hazards to life and property, shall make or cause to be made, all reports
      and permit all inspections as provided in such regulations and
      requirements, and shall require compliance by its sublessees and
      contractors and their officers, agents and employees with all applicable
      laws, rules and regulations.

      2. The Lessee shall insert a provision similar to Section I of this


Lease - Page 8
<PAGE>

                                                                VOL 223 PAGE 628


      Article in all subleases or licenses pertaining to the demised premises or
      the building thereon.

ARTICLE IX. INDEMNITY AND INSURANCE

      1. The Lessee and any sublessee or sublessees shall indemnify and hold
      harmless the Lessor from any and all liability whatsoever for injury to or
      death of persons, or loss of or damage to property, caused by or arising
      out of activities or nonfeasance in connection with the construction,
      maintenance, or operation of its Facility, whether such activities be
      those of the Lessee or sub-lessee or any of its contractors or the
      officers, employees, or agents of Lessee or sub-lessee, or of any of their
      contractors.

      2. The Lessee shall maintain, or shall cause to be maintained, insurance
      in at least the following amounts: Public Liability for Bodily Injury,
      $50,000/$100,000; Public Liability for Property Damage $5,000; Products
      Liability, $50,000/$100,000; Automobile Public Liability for Bodily
      Injury, $50,000/$100,000; Automobile Public Liability for Property Damage,
      $5,000; for purpose of providing protection against claims which may arise
      from activities in connection with the construction, maintenance, or
      operation of the Facility, whether such activities be those of the Lessee,
      a sub-lessee or any of its contractors, or the officers, employees, or
      agents of the Lessee or sub-lessee, or of any their contractors, and such
      other or additional insurance as will furnish reasonable protection
      against such claims. Certificates of such insurance shall be filed with
      the Lessor, and the Lessor shall be given ten (10) days advance notice by
      mail of changes in or cancellation of any such insurance.

ARTICLE X. TERMINATION OR EXPIRATION:

      1. This lease or any renewal hereof may be terminated by the Lessor for
      default according to law, and for any of the following reasons:

            (a) Default in making any payment hereunder, including rent, when
      the Lessee is in default longer than ten (10) days from the date such
      payment is due hereunder; or default in the performance by the Lessee, its
      agents, contractors, or employees in respect to any of the terms,
      conditions, or covenants of this lease, whether or not such fault is
      expressly declared to be a cause for termination elsewhere in this lease;


Lease - Page 9
<PAGE>

                                                                VOL 223 PAGE 629


      provided, however, that this lease shall not be terminated for default
      (other than default in payments) if such default is remedied within ten
      (10) days after written notice thereof has been given to the Lessee by the
      Lessor.

            (b) The filing of a petition under any bankruptcy or insolvency
      laws, or similar proceeding, either by or against the Lessee; the
      appointment of a receiver of the property of the Lessee; or the making by
      the Lessee of a general assignment for the benefit of its creditors.

            (c) Abandonment of the premises by the Lessee.

      2. This lease may be terminated at the option of either party if Lessee
      does not obtain the necessary additional navigation permit from the U. S.
      Corps of Engineers or the Lease may be terminated at the option of either
      party if permits for construction of motel, hotel, specialty shops,
      restaurant and cocktail lounge facilities cannot be obtained from the U.
      S. Corps of Engineers within one (1) year from the date of this lease,
      notwithstanding any extensions granted under Article VI, section 4,
      provided that in the event the navigation permit from the U. S. Corps of
      Engineers is terminated by the U. S. Corps of Engineers, that lessee shall
      have a reasonable time to reinstate the permit, if it has been terminated
      for default.

      3. In the event of termination by the Lessor for any of the reasons stated
      in section 1. or Section 2. of this Article:

            (a) The Lessee will be permitted to sell or otherwise dispose of the
      buildings, in place, for continued operation, within thirty (30) days, or
      as this time may be extended by the Lessor, to such persons or persons,
      and upon such terms and conditions (including protective conditions to
      insure payment by Lessee of damages, if any, under Paragraph (c) of this
      section), as the Lessor may approve in writing, in advance.

            (b) In the event that the Lessee does not sell or otherwise dispose
      of the buildings under Paragraph (a) immediately preceding, title to the
      buildings shall vest in the Lessor, subject to the provisions of Article
      V, Section 2, without any compensation therefor, and in such event the
      Lessee convenants to execute, acknowledge and deliver any and all
      documents of title and to take all necessary steps to transfer title


Lease - Page 10
<PAGE>

                                                                VOL 223 PAGE 630


      to the Lessor free and clear of all liens, encumbrances and charges other
      than those expressly authorized and validly existing under the provisions
      of Article V, Section 2 hereof.

            (c) If termination is for any of the reasons specified in Section 1
      of this Article, the Lessee shall be liable to the Lessor for liquidated
      damages in an amount equal to the average of the monthly payments under
      Sections 1 and 2 of Article III hereof, for the six-month period
      proceeding the termination, multiplied by the number of months, not to
      exceed six (6), from and after the date the demised premises are vacated
      or abandoned by the Lessee, until another Lessee takes possession thereof.

      4. Upon termination or expiration of this lease, the Lessee shall
      surrender possession and vacate the premises and at the request of Lessor,
      shall remove any or all of its property therefrom and deliver possession
      of the premises, to the Lessor, and hereby grants to the Lessor full and
      free right to enter into and upon the premises in such event, with or
      without process of law, and to take possession of the premises, and to
      remove any and all property therefrom, using such force as may be
      necessary, without being deemed guilty of trespass, eviction, or forcible
      entry or detainer and without relinquishing Lessor's rights to payments or
      any other given to Lessor hereunder or by operation of law.

ARTICLE XI. ASSIGNMENT BY LESSOR:

      At any time during the term of this lease, the Lessor may transfer,
assign, delegate or grant to any person, firm or corporation, whether private or
municipal, all or any part or parts of its rights or duties arising under this
lease and to the extent that such rights or duties are so transferred, assigned,
delegated, or granted, the Lessor shall be relieved of all responsibility with
respect thereto. The Lessee shall execute such documents as may be required by
the Lessor to effectuate the intention of this provision.

ARTICLE XII. STATEMENTS AND BOOKS OF ACCOUNT:

      The Lessee shall keep records and books of account in accordance with
recognized accounting principles and shall require its sublessees to keep
similar records and books of account. Receipts shall be accounted for in
sufficient detail to enable the preparation of a comprehensive statement of
gross receipts. The Lessee shall furnish to the Lessor two (2) copies of a
monthly statement of gross


Lease - Page 11
<PAGE>

                                                                VOL 226 PAGE 631


receipts, together with two (2) copies of a monthly statement showing the gross
[ILLEGIBLE] of each sublessee. These statements shall be submitted on or before
the fifteen (15th) day of the following calendar month and shall be certified by
the Lessee or its authorized representative. The Lessor shall, at all time, have
access to all books and records of the Lessee and its sublessees concerning the
operation of the businesses which they deem necessary for the purpose of
determining that the rental payments made to Lessor are correct.

ARTICLE XIII. LIMITATION:

      Lessor is not and never shall be liable to any creditor or Lessee, or to
any claimant against the estate or property of Lessee, for any debt, loss,
contract or other obligation of Lessee.

ARTICLE XIV. REPAIR OF STREETS:

      Neither the Lessor nor any of their agents, employee or contractors shall
be liable for any interruption of the Lessee's business or interference
therewith which may result from the repair, relocation, changing of grade, or
closing down or opening of any streets, roads or highways.

ARTICLE XV. FIRE, OR OTHER CASUALTY:

      If the buildings be partially damaged or destroyed by fire, Acts of God,
or other casualty, the Lessee shall rebuild, repair, reinstall or rehabilitate
the buildings at the Lessee's expenses, which work shall be performed in
accordance with the provisions of Article VI of this lease, provided that in the
event that the buildings are determined to be 80% damaged or destroyed by fire,
act of God, or other casualty, the Lessee may, at its option, elect not to
rebuild and shall have the rights to terminate the lease upon the payment of six
months advance rent. In the event that the Lessee is required by this Article to
rebuild, repair, reinstall, or rehabilitate the building because of partial
destruction by fire or in the event that Lessee elects to do so (in the event
the buildings are more than 80% damaged or destroyed) the rent hereunder shall
abate and no payments shall be due under Article III of this lease, from the
date of destruction until a date agreed upon between the parties for the
completion of rebuilding, repairing or rehabilitating the buildings. After said
agreed date for completion of repair, rebuilding, rehabilitating of the
buildings by Lessee, payments under Article III shall be reinstated.

ARTICLE XVI. NOTICES:

      In every instance where it shall be necessary or desirable for Lessor to
secure any notice or demand upon Lessee, it shall be sufficient either (a) to
deliver or cause to be delivered to Lessee a written or printed copy thereof, or
(b) to send a written or printed copy thereof by U. S. registered or certified
mail, postage prepaid, addressed to Lessee at the demised premises, in which
event the notice or demand shall be deemed for all purposes to have
<PAGE>

                                                                VOL 223 PAGE 632


been served at the time the copy is mailed or (c) to leave a written or printed
copy thereof with any person residing on or in possession of the demised
premises, in which event the notice or demand shall be deemed to have been
served at the copy is so left or affixed.

ARTICLE XVII. MISCELLANEOUS:

      1. No receipt of money by the Lessor from the Lessee after the termination
of this lease, or after the service of any notice, or after the commencement of
any suit, or after final judgment for possession of the demised premises, shall
renew, reinstate, continue or extend the term of this lease, or affect any such
notice, demand or suit.

      2. Failure of the Lessor to take any action with respect to any default by
the Lessee hereunder shall not constitute a waiver of any of the Lessor's rights
under this lease; and no express waiver shall affect any default other than the
default specified in the express waiver and that only the time end to the extent
therein stated.

      3. The invalidity or unenforceability of any provision herein shall not
affect or impair any other provision in this lease.

      4. Provisions inserted herein or affixed hereto shall not be valid unless
appearing in the executed copy hereof in the possession of the Lessor, and, in
the event of variation or discrepancy, Lessor's duplicate original shall
control.

      5. Except as otherwise herein provided, each provision hereof shall extend
to and shall, as the case may require, bind and inure to the benefit of Lessor
and Lessee and their respective heirs, legal representatives, successors and
assigns.

      6. The headings of Articles, Sections and Paragraphs are for convenience
only and do not define, limit or construe the contents thereof.

ARTICLE XVIII. RESERVED RIGHTS:

      Lessor reserves the following rights:

      1. To change the name of the street or address of the building, without
prior notice thereof or liability to lessee.

      2. To enter the premises or any part thereof at reasonable hours to make
inspections, to exhibit the premises to prospective tenants, purchasers or
others, and to perform, consistently with this lease, any acts relating to the


Lease - Page 13
<PAGE>

                                                                VOL 223 PAGE 633


safety, protection, preservation, sale or improvement of the premises of the
building.

      3. To construct, operate, maintain, inspect, repair, relocate and remove
any sewer, water, electrical and other utility and municipal service lines or
installations, including the necessary poles and fixtures with right of ingress
to and egress from the same, on, over, and through the premises herein demised.

ARTICLE XIX. LITIGATION COSTS:

      Lessee shall pay upon demand all of Lessor's costs, charges and expenses,
including the fees of counsel, agents and others retained by the Lessor,
incurred in enforcing Lessee's obligations hereunder, or incurred by Lessor in
any litigation, negotiation or transaction in which Lessee causes Lessor,
without Lessor's fault, to become involved or concerned.

ARTICLE XX. INTEGRATION:

      This lease contains the entire understanding between the parties, and
there are no understandings, representations, or warranties not set forth or
incorporated by reference herein. No subsequent modifications of this lease
shall be of any force or effect unless in writing, signed by the party claimed
to be bound hereby.

ARTICLE XXI. EFFECT OF McMARY RESERVOIR:

      The lessee is aware that the premises are below the control contour of the
McMary reservoir as established by the U. S. Corps of Engineers, and agrees to
hold the Lessor harmless from any and all claims for damages to property or
injuries to persons and all other claims which may arise from or be incident to
the use and occupancy of the said premises, which arise from or are caused by
the water levels in the McMary Reservoir.

ARTICLE XXII. DEFINITIONS:

      1. The term "gross receipts" as used herein, shall include the aggregate
amount of the gross selling price of all merchandise sold in, on, or form the
demised premises, whether for cash or on credit (in the case of credit, whether
payment is actually made or not), and shall include all commissions, interests
and carrying charges, if any, and shall include all charges for a service or
business transacted in, or on or from the demised premises. Such term shall
include the selling price from sales, charges for service or business transacted
for


Lease - Page 14
<PAGE>

                                                                VOL 223 PAGE 634


for which orders are taken in or upon the demised premises, regardless of where
the services are to be rendered or the business consummated, and regardless of
whether the sale is made or services are performed by the Lessee, its agents,
sublessee or licenses. The term shall not include, however, the following:

            (a) Exise taxes collected and paid over to, or held in trust for
            payment of Federal, State or local authorities;

            (b) Refunds made to customers in connection with merchandise
            returned and accepted by the Lessee;

            (c) The amount of any trade discounts allowed;

            (d) Any sums or credit received in settlement of claims for loss or
            damages to merchandise;

            (e) Merchandise transferred by the Lessee to other stores of the
            Lessee, or by a licensee to other stores of that licensee or
            returned to the manufacturer or jobber; and

            (f) Accounts received by the Lessee from any sublessee or licenses
            as rent.

      2. The term "building as used herein, shall mean all structures,
appurtenances and improvements of whatsoever nature constructed on the demised
premises and such fixtures as are affixed thereto so as to become a part thereof
and not to be severable wholly or in any portion without material injury to the
freehold.

ARTICLE XXIII. EXAMINATION OF RECORDS:

      The Lessee agrees that the Lessor, or any of its duly authorized
representatives, shall, until the expiration of three years after final payment
under this lease, have access to and the right to examine any directly pertinent
books, documents, papers and records of the Lessee involving transactions
related to this lease. The Lessee further agrees to include in all its
Subleases, if any, hereunder, a provision to the effect that the Sublessee
agrees that the Lessor, or any of its duly authorized representatives, shall
until the expiration of three years after final payment under this lease have
access to and the right to examine any directly pertinent books, documents,
papers and records of such sublessee involving transactions related to the
sublease.


Lease - Page 15
<PAGE>

                                                                VOL 223 PAGE 635


      IN WITNESS WHEREOF, The parties have caused this lease to be executed on
the day and year hereinbefore written.

[SEAL]

                                       CITY OF RICHLAND


                                       /s/ Murray W. Fuller
ATTEST:                                ------------------------------------
                                                               City Manager
/s/ Carl W. Kruegel
- --------------------------
                City Clerk

[SEAL]                                 RICHLAND MARINA, INC.


                                       /s/ [ILLEGIBLE]
                                       ------------------------------------
                                                            ---------------
                                                                 Title

ATTEST:


/s/ [ILLEGIBLE]
- --------------------------
                 Secretary

STATE OF WASHINGTON )
                     ss.
County of Benton    )

      On this 16th day of June, 1961, before me personally appeared Murray W.
Fuller and Carl W. Kruegel, to me known to be the City Manager and City Clerk,
respectively, of the City of Richland, Washington, the municipal corporation
that executed the within and foregoing instrument and acknowledge said
instrument to be the free and voluntary act and deed of said corporation, for
the uses and purposes therein mentioned, and on oath stated that they were
authorized to execute said instrument and that the seal affixed is the seal of
the City of Richland, Washington. 

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.


[SEAL]                                 /s/ [ILLEGIBLE]
                                       -----------------------------------------
                                       Notary Public in and for the State of
                                       Washington, residing at Richland. My 
                                       commission expires January 25, 1962


Lease - Page 16
<PAGE>

                                                                VOL 223 PAGE 636


STATE OF WASHINGTON )
                     ss.
County of Benton    )

      On this 16th of June, 1961, before me personally appeared Charles K.
Oppenworth , to me known to be the President of the corporation that executed
the within and foregoing instrument and acknowledge said instrument to be the
free and voluntary act and deed of said corporation, for the uses and purposes
therein mentioned, and on oath stated that he was authorized to execute said
instrument and that the seal affixed is the corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year above written.


[SEAL]                                 [ILLEGIBLE]
                                       -----------------------------------------
                                       Notary Public in and for the State of
                                       Washington, residing at Richland. My 
                                       commission expires April 2, 1963
<PAGE>

<TABLE>
<CAPTION>
SHILO INN - RICHLAND, WASHINGTON (150 units)
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)                                                       $4,000,000 remodel was
FOR THE 12 MONTHS ENDED 8-31-96 (actual)                                                                     completed in 1995-1996

                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                1991                 1992                 1993                 1994                 1995            
REVENUE                       (actual)       %     (actual)       %     (actual)       %     (actual)       %     (actual)       %  
<S>                          <C>           <C>    <C>           <C>    <C>           <C>    <C>           <C>    <C>           <C>  
Guest Room                   $1,368,415    94.1%  $1,483,492    94.6%  $1,156,521    94.8%  $1,787,837    94.9%  $1,077,819    92.6%
Restaurant Rent                  24,115     1.7%      28,547     1.8%      31,345     1.9%      34,098     1.8%      32,430     2.8%
Telephone                        48,710     3.3%      44,406     2.8%      40,597     2.5%      48,346     2.6%      32,105     2.8%
Meeting/Banquet Room              1,021     0.1%         371     0.0%           0     0.0%           0     0.0%           0     0.0%
Fax                               2,794     0.2%       1,562     0.1%       1,945     0.1%       2,721     0.1%       2,002     0.2%
Valet                             2,229     0.2%       2,078     0.1%       4,159     0.3%       3,127     0.2%       1,243     0.1%
Video                               931     0.1%       1,324     0.1%         990     0.1%       1,202     0.1%       1,525     0.1%
Sports and Athletics                  0     0.0%           0     0.0%           0     0.0%           0     0.0%           0     0.0%
Vending Machines                  2,219     0.2%       2,015     0.1%       2,018     0.1%       1,833     0.1%       1,262     0.1%
Guest Laundry/Soap                2,223     0.2%       2,011     0.1%       2,216     0.1%       2,116     0.1%       1,653     0.1%
Miscellaneous                     1,929     0.1%       1,881     0.1%       1,566     0.1%       2,114     0.1%      14,412     1.2%
                             -------------------  -------------------  -------------------  -------------------  ------------------ 
TOTAL REVENUE                 1,454,586   100.0%   1,567,687   100.0%   1,646,357    00.0%   1,883,394    00.0%   1,164,451   100.0%
                             -------------------  -------------------  -------------------  -------------------  ------------------ 

OPERATING EXPENSE

PAYROLL & RELATED EXPENSE
Managers                         24,838     1.7%      25,819     1.6%      25,199     1.5%      26,000     1.4%      25,080     2.2%
Front Desk                       45,371     3.1%      46,090     2.9%      40,300     2.4%      43,992     2.3%      48,365     4.2%
Bookeeper/Auditor                17,670     1.2%      17,412     1.1%      15,148     0.9%      20,301     1.1%      20,059     1.7%
Head Housekeeper                 20,238     1.4%      17,101     1.1%      16,066     1.0%      15,966     0.8%      16,080     1.4%
Housekeeper - Rooms              59,124     4.1%      68,798     4.4%      66,426     4.0%      79,561     4.2%      60,736     5.2%
Housekeeper - Other              16,612     1.1%       7,873     0.5%       4,145     0.3%       2,451     0.1%       3,946     0.3%
Laundry                          15,099     1.0%      16,603     1.1%      17,894     1.1%      17,471     0.9%      13,357     1.1%
Guest Services                   35,246     2.4%      31,797     2.0%      27,071     1.6%      28,104     1.5%      28,195     2.4%
Sales & Marketing                 9,053     0.6%      19,831     1.3%      27,258     1.7%      31,292     1.7%      29,888     2.6%
Security                              0     0.0%       5,296     0.3%       5,685     0.3%      10,211     0.5%      12,299     1.1%
Maintenance                      26,628     1.8%      32,971     2.1%      23,179     1.4%      22,340     1.2%      20,540     1.8%
Ground Maintenance                8,229     0.6%       8,294     0.5%      10,083     0.6%      11,169     0.6%      11,396     1.0%
Windows/Carpets                   2,309     0.2%         479     0.0%       1,394     0.1%         659     0.0%         714     0.1%
Bonuses                               0     0.2%           0     0.0%         475     0.0%       8,700     0.5%       1,700     0.1%
Payroll Taxes                    40,014     2.8%      44,871     2.9%      43,593     2.6%      46,938     2.5%      39,189     3.4%
Workers' Comp                         0     0.0%           0     0.0%           0     0.0%           0     0.0%         442     0.0%
Workers' Comp Claims                  0     0.0%           0     0.0%           0     0.0%           0     0.0%       3,154     0.3%
Health Insurance                 22,555     1.6%      25,337     1.6%      28,544     1.7%      30,318     1.6%      24,669     2.1%
Medical                               0     0.0%           0     0.0%           0     0.0%           0     0.0%           0     0.0%
Uniform/Cleaning                    171     0.0%         309     0.0%         335     0.0%         279     0.0%         352     0.0%
Other                               266     0.0%         405     0.0%       1,296     0.1%       1,135     0.1%         941     0.1%
                             -------------------  -------------------  -------------------  -------------------  ------------------ 
TOTAL PAYROLL                   343,423    23.6%     369,286    23.6%     354,091    21.5%     396,887    21.1%     361,102    31.0%
                             -------------------  -------------------  -------------------  -------------------  ------------------ 
</TABLE>


                                For The
                               12 Months
                                 Ended
                                8/31/96
REVENUE                         (actual)       %

Guest Room                     $1,518,866    93.4%
Restaurant Rent                    37,097     2.3%
Telephone                          39,354     2.4%
Meeting/Banquet Room                    0     0.0%
Fax                                 3,736     0.2%
Valet                               2,214     0.1%
Video                               2,139     0.1%
Sports and Athletics                    0     0.0%
Vending Machines                    1,931     0.1%
Guest Laundry/Soap                  2,863     0.2%
Miscellaneous                      17,609     1.1%
                               -------------------
TOTAL REVENUE                   1,625,809   100.0%
                               -------------------

OPERATING EXPENSE

PAYROLL & RELATED EXPENSE
Managers                           26,530     1.6%
Front Desk                         46,631     2.9%
Bookeeper/Auditor                  23,126     1.4%
Head Housekeeper                   13,200     0.8%
Housekeeper - Rooms                69,263     4.3%
Housekeeper - Other                 5,464     0.3%
Laundry                            14,326     0.9%
Guest Services                     29,621     1.8%
Sales & Marketing                  30,488     1.9%
Security                           13,629     0.8%
Maintenance                        21,318     1.3%
Ground Maintenance                 12,310     0.8%
Windows/Carpets                       960     0.1%
Bonuses                             2,300     0.1%
Payroll Taxes                      43,360     2.7%
Workers' Comp                         521     0.0%
Workers' Comp Claims                3,041     0.2%
Health Insurance                   28,396     1.7%
Medical                                 0     0.0%
Uniform/Cleaning                      231     0.0%
Other                               1,192     0.1%
                               -------------------
TOTAL PAYROLL                     385,907    23.7%
                               -------------------
<PAGE>

<TABLE>
<CAPTION>
SHILO INN - RICHLAND, WASHINGTON (150 units)
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)                                                       $4,000,000 remodel was
FOR THE 12 MONTHS ENDED 8-31-96 (actual)                                                                     completed in 1995-1996

                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                1991                 1992                 1993                 1994                 1995            
REVENUE                       (actual)       %     (actual)       %     (actual)       %     (actual)       %     (actual)       %  
<S>                          <C>           <C>    <C>           <C>    <C>           <C>    <C>           <C>    <C>           <C>  
UTILITIES
Electricity                      50,390     3.5%      48,968     3.1%      44,981     2.7%      37,538     2.0%      31,875     2.7%
Gas                                  45     0.0%         386     0.0%       7,890     0.5%      13,593     0.7%      11,277     1.0%
Telephone                        24,056     1.7%      21,689     1.4%      25,165     1.5%      26,062     1.4%      32,904     2.8%
Water                             5,324     0.4%       4,907     0.3%       5,348     0.3%       5,097     0.3%       6,085     0.5%
Garbage                           6,145     0.4%       5,574     0.4%       5,921     0.4%       7,045     0.4%       5,610     0.5%
Sewer                             8,569     0.6%       7,544     0.5%       7,882     0.5%       8,712     0.5%       9,664     0.8%
                             -------------------  -------------------  -------------------  -------------------  ------------------ 
TOTAL UTILITIES                  94,529     6.5%      89,068     5.7%      97,187     5.9%      98,047     5.2%      97,415     8.4%
                             -------------------  -------------------  -------------------  -------------------  ------------------ 

ADVERTISING
Advertising                           0     0.0%           0     0.0%          62     0.0%           0     0.0%           0     0.0%
Airport Advertising               2,206     0.2%       4,609     0.3%       4,413     0.3%       5,330     0.3%       6,132     0.5%
Billboards                       13,909     1.0%      11,984     0.8%      10,130     0.6%       9,303     0.5%       7,010     0.6%
Highway Logos                     1,670     0.1%       1,665     0.1%       1,662     0.1%         363     0.0%          55     0.0%
Radio Media                           0     0.0%           0     0.0%           0     0.0%           0     0.0%           0     0.0%
Radio Tradeouts                   5,157     0.4%       1,407     0.1%       3,656     0.2%       7,797     0.4%       4,492     0.4%
TV Media                             25     0.0%           0     0.0%           0     0.0%           0     0.0%           0     0.0%
TV Tradeouts                      3,923     0.3%       3,443     0.2%       3,347     0.2%       2,290     0.1%       2,892     0.2%
Brochures/Postcards               6,888     0.5%         835     0.1%         795     0.0%         757     0.0%         772     0.1%
Brochures/Tradout                     0     0.0%           0     0.0%           0     0.0%           0     0.0%           0     0.0%
Yellow Pages                      6,465     0.4%       7,531     0.5%       4,687     0.3%      10,574     0.6%      12,330     1.1%
Newspaper Ads                         0     0.0%           0     0.0%           0     0.0%         549     0.0%         834     0.1%
Magazine Ads                        871     0.1%         627     0.0%       1,632     0.1%         769     0.0%         469     0.0%
Magazine Tradeouts                  237     0.0%           0     0.0%          70     0.0%          50     0.0%         269     0.0%
Property Ads                      1,155     0.1%         665     0.0%         666     0.0%         420     0.0%       1,731     0.1%
Advertising Tradeouts Other         298     0.0%         872     0.1%         115     0.0%           0     0.0%           0     0.0%
Sports Events/Tradeouts               0     0.0%           0     0.0%       1,659     0.1%         500     0.0%       1,185     0.1%
Sports Sponsorship                  100     0.0%          50     0.0%         625     0.0%         950     0.1%       2,825     0.2%
Displays                              0     0.0%           0     0.0%         374     0.0%           0     0.0%           0     0.0%
Local Events Promotion              309     0.0%       2,165     0.1%           0     0.0%         854     0.0%       2,100     0.2%
Travel Guides/Directories             0     0.0%           0     0.0%         982     0.1%       1,473     0.1%       2,846     0.2%
Promotional Items                     0     0.0%           0     0.0%           0     0.0%           0     0.0%         879     0.1%
Advertising & Promotion           1,076     0.1%       1,248     0.1%       2,229     0.1%       3,158     0.2%      26,922     2.3%
Travel Agents                     7,299     0.5%      20,104     1.3%      27,185     1.7%      21,069     1.1%      19,025     1.6%
Marketing                         1,515     0.1%           0     0.0%           0     0.0%          50     0.0%         207     0.0%
Taxi & Limo                         638     0.0%       1,682     0.1%         944     0.1%         608     0.0%         515     0.0%
                             -------------------  -------------------  -------------------  -------------------  ------------------ 
TOTAL ADVERTISING                54,841     3.8%      58,887     3.8%      65,233     4.0%      66,864     3.6%      93,490     8.0%
                             -------------------  -------------------  -------------------  -------------------  ------------------ 
</TABLE>

                                For The
                               12 Months
                                 Ended
                                8/31/96
REVENUE                         (actual)       %

UTILITIES
Electricity                        35,617     2.2%
Gas                                15,741     1.0%
Telephone                          34,623     2.1%
Water                               5,693     0.4%
Garbage                             5,941     0.4%
Sewer                              11,636     0.7%
                               -------------------
TOTAL UTILITIES                   109,251     6.7%
                               -------------------

ADVERTISING
Advertising                             0     0.0%
Airport Advertising                 6,239     0.4%
Billboards                          6,253     0.4%
Highway Logos                          40     0.0%
Radio Media                             0     0.0%
Radio Tradeouts                     5,477     0.3%
TV Media                                0     0.0%
TV Tradeouts                        3,012     0.2%
Brochures/Postcards                   698     0.0%
Brochures/Tradout                       0     0.0%
Yellow Pages                       13,630     0.8%
Newspaper Ads                         964     0.1%
Magazine Ads                          110     0.0%
Magazine Tradeouts                    906     0.1%
Property Ads                        1,631     0.1%
Advertising Tradeouts Other             0     0.0%
Sports Events/Tradeouts               941     0.1%
Sports Sponsorship                  1,969     0.1%
Displays                                0     0.0%
Local Events Promotion              1,930     0.1%
Travel Guides/Directories           2,964     0.2%
Promotional Items                     874     0.1%
Advertising & Promotion            18,301     1.1%
Travel Agents                      21,075     1.3%
Marketing                             101     0.0%
Taxi & Limo                           696     0.0%
                               -------------------
TOTAL ADVERTISING                  87,811     5.4%
                               -------------------
<PAGE>

<TABLE>
<CAPTION>
SHILO INN - RICHLAND, WASHINGTON (150 units)
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)                                                       $4,000,000 remodel was
FOR THE 12 MONTHS ENDED 8-31-96 (actual)                                                                     completed in 1995-1996

                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                1991                 1992                 1993                 1994                 1995            
REVENUE                       (actual)       %     (actual)       %     (actual)       %     (actual)       %     (actual)       %  
<S>                          <C>           <C>    <C>           <C>    <C>           <C>    <C>           <C>    <C>           <C>  
SUPPLIES
Linen                             3,090     0.2%       9,215     0.6%       2,518     0.2%       5,890     0.3%       2,555     0.2%
Bathroom                          8,561     0.6%       7,287     0.5%       7,889     0.5%       9,861     0.5%      10,653     0.9%
Cleaning                         13,175     0.9%      13,685     0.9%       8,071     0.5%      11,754     0.6%      11,654     1.0%
Continental Breakfast             1,020     0.1%       1,538     0.1%       2,016     0.1%       1,855     0.1%       4,250     0.4%
Office                            3,784     0.3%       4,551     0.3%       3,799     0.2%       4,552     0.2%       4,953     0.4%
Operating                         9,619     0.7%      14,189     0.9%      10,992     0.7%      13,161     0.7%      20,709     1.8%
Replacements                      1,757     0.1%       2,555     0.2%       2,217     0.1%      28,115     1.5%       3,982     0.3%
Guest Amenity                     4,257     0.3%       5,085     0.3%       5,255     0.3%       4,749     0.3%       4,822     0.4%
                             -------------------  -------------------  -------------------  -------------------  ------------------ 
TOTAL SUPPLIES                   46,063     3.2%      58,105     3.7%      42,757     2.6%      79,937     4.2%      63,578     5.5%
                             -------------------  -------------------  -------------------  -------------------  ------------------ 

REPAIRS & MAINTENANCE
Carpet, Draperies & Furniture       219     0.0%         416     0.0%           0     0.0%         425     0.0%           0     0.0%
Elevators                             0     0.0%           0     0.0%           0     0.0%           0     0.0%           0     0.0%
Landscaping                      18,467     1.3%       6,756     0.4%       3,527     0.2%      18,457     1.0%      24,103     2.1%
Painting & Wallpaper                260     0.0%       1,645     0.1%         135     0.0%          66     0.0%         701     0.1%
Pool                              4,090     0.3%       5,313     0.3%       2,397     0.1%       4,953     0.3%       3,622     0.3%
Telephone                         1,130     0.1%       1,977     0.1%       1,845     0.1%       1,010     0.1%         388     0.0%
TV Cable & S+A34atellite         16,527     1.1%      17,365     1.1%      15,173     0.9%      16,510     0.9%      14,217     1.2%
Pest Control                      1,456     0.1%         365     0.0%         204     0.0%         249     0.0%          60     0.0%
Janitorial Services                   0     0.0%           0     0.0%           0     0.0%           0     0.0%         300     0.0%
Plumbing                          2,291     0.2%       3,140     0.2%       1,547     0.1%         744     0.0%       1,616     0.1%
Electrical                        3,216     0.2%       2,467     0.2%       3,445     0.2%       2,044     0.1%         824     0.1%
Heating Ventilation Cooling       2,235     0.2%       2,564     0.2%       1,802     0.1%       2,678     0.1%       1,480     0.1%
Sign                                711     0.0%       4,223     0.3%       2,662     0.2%         855     0.0%       2,584     0.2%
Keys & Locks                        753     0.1%       2,512     0.2%         909     0.1%       1,568     0.1%         704     0.1%
Laundry/Housekeeping              2,529     0.2%       3,811     0.2%       3,094     0.2%       3,010     0.2%       4,513     0.4%
Photo Copier                      1,470     0.1%       1,575     0.1%         915     0.1%       1,718     0.1%       1,008     0.1%
Micros Register                     455     0.0%       2,631     0.2%         457     0.0%       1,735     0.1%       1,229     0.1%
Tools & Supplies                  9,765     0.7%      12,720     0.8%       8,886     0.5%      11,712     0.6%       7,071     0.6%
Maintenance and Repairs           9,197     0.6%       5,192     0.3%          47     0.0%      29,724     1.6%         347     0.0%
Contract Labor Repair                 0     0.0%           0     0.0%           0     0.0%       2,266     0.1%         444     0.0%
                             -------------------  -------------------  -------------------  -------------------  ------------------ 
TOTAL REPAIRS & MAINTENANCE      75,571      5.2%     74,672     4.8%      47,045     2.9%      99,724     5.3%      65,211     5.6%
                             -------------------  -------------------  -------------------  -------------------  ------------------ 
</TABLE>

                                For The
                               12 Months
                                 Ended
                                8/31/96
REVENUE                         (actual)       %

SUPPLIES
Linen                               4,276     0.3%
Bathroom                            9,571     0.6%
Cleaning                           11,453     0.7%
Continental Breakfast               7,011     0.4%
Office                              5,056     0.3%
Operating                          13,253     0.8%
Replacements                        1,285     0.1%
Guest Amenity                       6,118     0.4%
                               -------------------
TOTAL SUPPLIES                     58,023     3.6%
                               -------------------

REPAIRS & MAINTENANCE
Carpet, Draperies & Furniture           0     0.0%
Elevators                               0     0.0%
Landscaping                        23,310     1.4%
Painting & Wallpaper                  899     0.1%
Pool                                4,362     0.3%
Telephone                             458     0.0%
TV Cable & S+A34atellite           15,317     0.9%
Pest Control                           76     0.0%
Janitorial Services                   210     0.0%
Plumbing                            1,963     0.1%
Electrical                            864     0.1%
Heating Ventilation Cooling         1,632     0.1%
Sign                                2,631     0.2%
Keys & Locks                        1,007     0.1%
Laundry/Housekeeping                3,219     0.2%
Photo Copier                        1,996     0.1%
Micros Register                     1,307     0.1%
Tools & Supplies                    6,147     0.4%
Maintenance and Repairs             6,963     0.4%
Contract Labor Repair                 690     0.0%
                               -------------------
TOTAL REPAIRS & MAINTENANCE        73,051     4.5%
                               -------------------
<PAGE>

<TABLE>
<CAPTION>
SHILO INN - RICHLAND, WASHINGTON (150 units)
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)                                                       $4,000,000 remodel was
FOR THE 12 MONTHS ENDED 8-31-96 (actual)                                                                     completed in 1995-1996

                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                1991                 1992                 1993                 1994                 1995            
REVENUE                       (actual)       %     (actual)       %     (actual)       %     (actual)       %     (actual)       %  
<S>                          <C>           <C>    <C>           <C>    <C>           <C>    <C>           <C>    <C>           <C>  
OTHER OPERATING EXPENSE                                                            
Sales/Use/Taxes                  46,279     3.2%      33,710     2.2%      43,666     2.7%      49,581     2.6%      30,182     2.6%
Credit Card Discounts            26,032     1.8%      25,432     1.6%      27,309     1.7%      32,305     1.7%      19,385     1.7%
Telecheck                         1,818     0.1%       2,965     0.2%       2,330     0.1%       2,543     0.1%       1,553     0.1%
Bad Debts                         2,499     0.2%      11,120     0.7%         977     0.1%       2,498     0.1%       2,373     0.2%
Cash Over/Short                     473     0.0%         641     0.0%         437     0.0%         252     0.0%         482     0.0%
Administrative Telephone          7,682     0.5%       6,854     0.4%       7,199     0.4%       4,449     0.2%       4,405     0.4%
Security Services                     0     0.0%           0     0.0%         473     0.0%       3,418     0.2%       1,032     0.1%
Comps                                 0     0.0%           0     0.0%           0     0.0%           0     0.0%           0     0.0%
Coin-op Laundry Services            140     0.0%         369     0.0%         478     0.0%         351     0.0%         317     0.0%
Dry Cleaning, Valet               2,307     0.2%       2,371     0.2%       3,397     0.2%       2,968     0.2%       1,512     0.1%
Flowers                             113     0.0%          25     0.0%         258     0.0%         605     0.0%         349     0.0%
Video Rentals                       681     0.0%       1,020     0.1%         755     0.0%         865     0.0%         796     0.1%
Vending Machine Maintenance          33     0.0%           0     0.0%           2     0.0%           0     0.0%           0     0.0%
Bank Fees                           544     0.0%         691     0.0%         919     0.1%         732     0.0%         633     0.1%
Equipment Rental                  3,846     0.3%       3,738     0.2%       2,028     0.1%       4,261     0.2%       2,290     0.2%
Licenses and Miscellaneous Taxes  1,389     0.1%       1,855     0.1%         479     0.0%       2,387     0.1%       1,305     0.1%
Vehicle Repair & Maintenance      1,699     0.1%         826     0.1%       1,456     0.1%       3,166     0.2%       2,983     0.3%
Auto & Travel                     4,783     0.3%       3,070     0.2%       1,950     0.1%       2,157     0.1%       2,169     0.2%
Business Meals                    1,886     0.1%       1,914     0.1%       1,179     0.1%       1,356     0.1%       1,232     0.1%
Training/Seminars                   346     0.0%          50     0.0%           0     0.0%           0     0.0%           0     0.0%
Staff Travel Telephone               10     0.0%         501     0.0%         274     0.0%         146     0.0%         249     0.0%
Theft Loss                            0     0.0%           0     0.0%           0     0.0%         300     0.0%           0     0.0%
Insurance Settlement - Theft          0     0.0%           0     0.0%           0     0.0%           0     0.0%           0     0.0%
Miscellaneous - Resale/Services   1,267     0.1%       2,261     0.1%       1,228     0.1%       1,230     0.1%       1,167     0.1%
Attorney Fees                         0     0.0%           0     0.0%           0     0.0%           0     0.0%         552     0.0%
Professional Fees                 2,615     0.2%       7,957     0.5%         956     0.1%       1,000     0.1%         630     0.1%
Dues & Subscriptions              2,403     0.2%       2,684     0.2%       2,132     0.1%       1,818     0.1%       1,573     0.1%
Charitable Contributions              0     0.0%           0     0.0%           0     0.0%         100     0.0%           0     0.0%
Political Contributions               0     0.0%           0     0.0%           0     0.0%           0     0.0%           0     0.0%
Restaurant Expenses                   0     0.0%           0     0.0%           0     0.0%          25     0.0%          20     0.0%
                             -------------------  -------------------  -------------------  -------------------  ------------------ 
TOTAL OTHER OPERATING EXPENSE   108,845     7.5%     110,054     7.0%      99,882     6.1%     118,513     6.3%      77,189     6.6%
                             -------------------  -------------------  -------------------  -------------------  ------------------ 
TOTAL OPERATING EXPENSE         723,272    49.7%     760,072    48.5%     706,195    42.9%     859,972    45.7%     757,985    65.1%
                             -------------------  -------------------  -------------------  -------------------  ------------------ 
TOTAL OPERATING INCOME          731,314    50.3%     807,615    51.5%     940,162    57.1%   1,023,422    54.3%     406,466    34.9%
                             -------------------  -------------------  -------------------  -------------------  ------------------ 
                                                                                   
OTHER EXPENSE                                                                      
                                                                                   
Insurance                         6,684     0.5%       5,964     0.4%       7,840     0.5%       7,711     0.4%      9,543     0.8% 
Insurance Claims                    500     0.0%          47     0.0%       5,346     0.3%           0     0.0%          0     0.0% 
Property Tax                     13,044     0.9%      13,657     0.9%      13,046     0.8%      12,863     0.7%     14,947     1.3% 
Land Rent                         8,431     0.6%       8,445     0.5%      23,170     1.4%      23,170     0.2%     23,170     2.0% 
Office Overhead                  72,729     5.0%      78,384     5.0%      82,318     5.0%      94,170     5.0%     58,223     5.0% 
                             -------------------  -------------------  -------------------  -------------------  ------------------ 
                                                                                   
TOTAL OPERATING EXPENSE         101,388     7.0%     106,497     6.8%     131,720     8.0%     137,914     7.3%    105,883     9.1% 
                             -------------------  -------------------  -------------------  -------------------  ------------------ 
                                                                                   
NET OPERATING INCOME         $  629,926    43.3%  $  701,118    44.7%  $  808,442    49.1%  $  885,508    47.0%  $ 300,583    25.8% 
                             ===================  ===================  ===================  ===================  ================== 
                                                                                   
                                                                                                                  Property under
                                                                                                                    remodel
</TABLE>

                                For The
                               12 Months
                                 Ended
                                8/31/96
REVENUE                         (actual)       %

OTHER OPERATING EXPENSE      
Sales/Use/Taxes                    30,691     1.9%
Credit Card Discounts              25,643     1.6%
Telecheck                           1,236     0.1%
Bad Debts                             949     0.1%
Cash Over/Short                       364     0.0%
Administrative Telephone            2,249     0.1%
Security Services                     596     0.0%
Comps                                   0     0.0%
Coin-op Laundry Services              260     0.0%
Dry Cleaning, Valet                 1,117     0.1%
Flowers                               460     0.0%
Video Rentals                         301     0.0%
Vending Machine Maintenance             0     0.0%
Bank Fees                             363     0.0%
Equipment Rental                    1,378     0.1%
Licenses and Miscellaneous Taxes      967     0.1%
Vehicle Repair & Maintenance        1,129     0.1%
Auto & Travel                       1,169     0.1%
Business Meals                        763     0.0%
Training/Seminars                       0     0.0%
Staff Travel Telephone                269     0.0%
Theft Loss                              0     0.0%
Insurance Settlement - Theft            0     0.0%
Miscellaneous - Resale/Servic       1,011     0.0%
Attorney Fees                         540     0.1%
Professional Fees                     589     0.0%
Dues & Subscriptions                1,244     0.1%
Charitable Contributions                0     0.0%
Political Contributions                 0     0.0%
Restaurant Expenses                    45     0.0%
                               -------------------
TOTAL OTHER OPERATING EXPENSE      73,333     4.5%
                               -------------------
TOTAL OPERATING EXPENSE           787,376    48.4%
                               -------------------
TOTAL OPERATING INCOME            838,433    51.6%
                               -------------------
                             
OTHER EXPENSE                
                             
Insurance                          10,057     0.6%
Insurance Claims                        0     0.0%
Property Tax                       34,447     2.1%
Land Rent                          23,170     1.4%
Office Overhead                    81,290     5.0%
                               -------------------
                             
TOTAL OPERATING EXPENSE           148,964     9.2%
                               -------------------
                             
NET OPERATING INCOME           $  689,469    42.4%
                               ===================
                             
Property under
remodel
<PAGE>

                       FIRST AMENDMENT TO RESTAURANT LEASE

                               SHILO INN, RICHLAND

SHILO:      Mark S. Hemstreet

TENANT:     O'Callahan's East, Inc.

      The parties agree to the following amendments to the lease between the
parties dated April 11, 1991, with respect to the lease of the restaurant in the
Shilo Inn, Richland, Washington:

      Paragraphs 3.2.6 and 11.3 concerning the sharing of the cost of a
maintenance employee are deleted. In lieu thereof, the following new paragraph
11.3 is inserted:

      "11.3 Tenant shall pay 100% of the cost of any necessary maintenance
      employee to perform any needed maintenance of the Leased Premises. Shilo's
      maintenance employee shall not be utilized to perform maintenance of the
      Leased Premises except upon special arrangement between Tenant and Shilo's
      hotel manager."

Dated this 1st day of May, 1991.


SHILO                                  TENANT


/s/ Mark S. Hemstreet                  O'CALLAHAN'S EAST, INC.
- ----------------------------           
Mark S. Hemstreet
                                       By /s/ Kris Thomsen
                                          --------------------------------
                                          Kris Thomsen
                                          President


                                       /s/ Kris Thomsen
                                       -----------------------------------
                                       Kris Thomsen, Guarantor


                                       /s/ Rod Sawyer
                                       -----------------------------------
                                       Rod Sawyer, Guarantor
<PAGE>

                                RESTAURANT LEASE

                               SHILO INN, RICHLAND

SHILO:       Mark S. Hemstreet, dba Shilo Inns

TENANT:      O'Callahan's East, Inc., a Washington Corporation

                                    RECITALS

A. Shilo is the owner of the Shilo Inn, Richland, located at 50 Comstock Street,
Richland, Washington (the "Hotel"). Shilo also owns all of the shares of the
current lessee of the restaurant and lounge in the Hotel (the "Prior Lessee").

B. Tenant desires to lease the restaurant, lounge and meeting and banquet rooms
(the "Premises") from Shilo.

THE PARTIES AGREE AS FOLLOWS:

1. Shilo leases to Tenant, and Tenant leases from Shilo, the leased Premises in
the Hotel on the terms and conditions contained in this Lease.

2. The term of the Lease shall be five (5) years commencing April 15, 1991, and
ending March 31, 1996. In the event Tenant has not obtained its liquor license
by April 15, 1991, the lease shall commence May 1, 1991. As long as Tenant is
not in default under the Lease, Tenant shall have two five (5) year renewable
options, the first beginning April 1, 1996, and ending March 31, 2001, and the
second beginning April 1, 2001, and ending March 31; 2006. Tenant shall give
Shilo not less than ninety (90) days written notice of Tenant's intention to
exercise any renewal option. Expect as otherwise specified herein, the terms of
the Lease during any renewal option shall be the same as the first five (5)
years.

3. The monthly rent shall consist of a basic dollar amount (the "Base Rent"), or
a percentage of sales (the "Percentage Rent") whichever is greater. The
Percentage Rent shall be based upon Gross Sales as defined in paragraph 3.6
below.

      3.1 The rent for the initial term and the option terms are as follows:

            3.1.1 First Year (April 15, 1991, through March 31, 1992): $1,250
per month Base Rent, or Percentage Rent of 1.5% of Gross Sales, whichever is
greater. (If Tenant takes possession of the Premises prior to May 1, 1991,
Tenant shall pay rent of $44.65 per day from the date of possession to and
including April 30, 1991, or 1.5% of Gross Sales, whichever is greater.)


Page 1.  Restaurant Lease (Richland)
<PAGE>

            3.1.2 Years two and three (April 1, 1992, through March 31, 1994):
$1,750 per month Base Rent, or Percentage Rent of 3% of Gross Sales, whichever
is greater.

            3.1.3 Years four and five (April 1, 1994, through March 31, 1996):
$2,250 per month Base Rent, or Percentage Rent of 3.5% of Gross Sales, whichever
is greater.

            3.1.4 Years six to ten (April 1, 1996, through March 31, 2001)
(i.e., the First Renewal Term): $3,000 per month Base Rent, or Percentage Rent
of 4.5% of Gross Sales, whichever is greater.

            3.1.5 Years eleven to fifteen (April 1, 2001, through March 31,
2006) (i.e., the Second Renewal Term): $3,250 per month Base Rent, or Percentage
Rent of 5% of Gross Sales, whichever is greater.

      3.2 In addition to the Base Rent and Percentage Rent provided for herein,
Tenant shall pay, as additional rent, the following items:

            3.2.1 Twenty-five percent (25%) of the total bill for water and
sewer for the entire Hotel, including the leased Premises; Tenant's share shall
be collected monthly, in arrears, as part of the monthly Rent Statement (as
discussed in paragraph 3.4 below).

            3.2.2 One hundred percent (100%) of the gas bill for the restaurant
(separately metered).

            3.2.3 Seventy-five percent (75%) of the electric bill for the
building in which the restaurant is located. Tenant acknowledges that new
electric meters are currently being installed in the hotel; until the building
housing the restaurant is separately metered, Tenant shall pay 25% of the
electrical cost for the whole hotel, including the restaurant.

            3.2.4 Fifty percent (50%) of the total garbage bill for the entire
Hotel, Restaurant and Lounge; Tenant's share shall be collected monthly, in
arrears, as part of the monthly Rent Statement.

            3.2.5 One hundred percent (100%) of the telephone bill for the
Restaurant and Lounge. (Tenant shall obtain telephone numbers separate from the
Hotel for Tenant's restaurant and catering operations.)

            3.2.6 Twenty-five percent (25%) of the total costs of a maintenance
employee (which employee shall be employed by the Hotel). Tenant's share shall
be collected monthly, in advance, as part of the monthly Rent Statement.


Page 2.  Restaurant Lease (Richland)
<PAGE>

            3.2.7 One hundred percent (100%) of the catering employees'
salaries, which employee or employees shall by employed by Tenant. (Tenant
agrees to employ and maintain an adequate sales force to promote and service
catering and food service contracts for the leased Premises.)

            3.2.8 One hundred percent (100%) of the personal property tax used
in the operation of the leased Premises, including, but not limited to, all of
the personal property owned by Shilo but used by Tenant under this Lease
("Shilo's Restaurant Equipment").

            3.2.9 Twenty-five percent (25%) of the real property taxes and
insurance for the entire Hotel, including the leased Premises and the land and
the entire Hotel structure. Tenant's share shall be estimated annually by Shilo,
and one-twelfth (1/12th) thereof shall be collected monthly, in advance, as part
of the monthly Rent Statement. Upon receipt of the real property tax statement
for each year, any additional sum owing by Tenant for its share shall be billed
to Tenant by Shilo and promptly paid by Tenant; and the monthly tax reserve
payment sha11 be adjusted as needed. If the amount collected from Tenant or
account of taxes are in excess of Tenant's share of the taxes, the excess amount
shall be credited to Tenant.

            3.2.10 Tenant's pro rata share of the fire and casualty insurance,
as determined by Shilo's insurance carrier, for the portion of the structure
housing the leased Premises (to include the banquet and meeting rooms) and for
Shilo's Restaurant Equipment. Tenant's share of the insurance shal1 be estimated
by Shilo annually, and one-twelfth (1/12th) thereof shall be collected monthly,
in advance, as part of the Rent Statement. Adjustments to the insurance reserve
shall be made annually in the same manner as the tax reserve.

            3.2.11 Shilo warrants that the Prior Lessee's costs, for 1990, for
utilities, taxes, insurance and its share of the maintenance employee did not
exceed the figures set forth in Exhibit A.

      3.3 Base Rent for any period prior to April 1, 1991, and for the month of
April, 1991, shall be paid prior to taking possession of the leased Premises.
Tenant's prorated, estimated share of insurance, personal and real property
taxes, and the maintenance employee's salary for any period prior to April 1,
1991, shall be paid prior to taking possession of the leased Premises.

      3.4 Base Rent for each other month during the term and extensions of this
Lease, together with Tenant's share of taxes, insurance, and the maintenance
employee's salary for such month shall be paid not later than the fifteenth
(15th) day of the month. Any additional sum owing for Percentage Rent with
respect to each


Page 3.  Restaurant Lease (Richland)
<PAGE>

month shall be paid not later than the fifteenth (15th) day of the next month.
Tenant's share of utilities and the garbage bill for each month shall be paid
not later than the fifteenth (15th) day of the following month. At the end of
the Lease, Tenant's Percentage Rent, and additional rent for utilities and
garbage for the final month of the Lease (for which a reasonable estimate shall
be made) shall be paid not later than the end of the Lease term.

      3.5 Commencing April 15, 1991, (or May 15, 1991, if Tenant does not take
possession prior to April 1, 1991) Tenant shall complete and deliver to Shilo a
form (the Rent Statement) showing the various categories of Gross Sales, as
specified by Shilo, for the prior month. The Rent Statement shall be in such
format as Shilo shall from time to time specify. Each monthly Rent Statement
shall also show the Base Rent for the then current month, Tenant's payment for
the current month for taxes and insurance, Tenant's share of the maintenance
employee's salary, Tenant's share of the cost of the prior month for utilities
and garbage disposal, any sum owing for the prior month for Percentage Rent, the
amount collected by the Hotel for room service, the collection fee charged by
Shilo for the room charges, and any other items which Tenant is to pay monthly
under this Lease, and such additional items as Shilo and Tenant may hereafter
agree to include on such Rent Statement. Shilo and Tenant shall cooperate with
each other to obtain the information necessary to complete the Rent Statement.
The net amount, if any, owing by Tenant to Shilo shall be paid on the fifteenth
(15th) of each month concurrent with the delivery of the Rent Statement. If any
sum is owing to Tenant by Shilo under the Rent Statement, net of any other sums
owing to Shilo by Tenant, the amount owing shall be paid to Tenant by Shilo not
later than fifteen (15) days after receipt of a properly completed Rent
Statement.

      3.6 The term "Gross Sales" shall include the total of all receipts from
the sales of food, alcoholic and non-alcoholic beverages sold by the Tenant in,
on or from the leased Premises during the term of this Lease but after deducting
therefrom all bona fide credits, allowances, refunds, and charges. Proceeds from
vending machines, coin-operated devices, including, without limiting the
generality of the foregoing, telephone pay stations, musical devices, amusement
devices and the like, shall also be included in Gross Sales. Gross Sales shall
also include all off-premises catering or similar services done from the
Premises. Gross Sales shall not include complimentary drinks or meals,
uncollectible charges and bad debts, use tax, sales tax, and other taxes levied
by appropriate state, municipal, county, federal and any other governmental
bodies and subdivisions thereof on sales of food, alcoholic or non-alcoholic
beverages and any other merchandise and/or services, whether paid by Tenant or
Tenant's customers.


Page 4.  Restaurant Lease (Richland)
<PAGE>

      3.7 In addition to the monthly Rent Statements, Tenant shall provide to
Shilo, within thirty (30) days of the end of each year of the Lease (i.e., March
31) a certification of the Gross Receipts, by category received by Tenant during
the Lease year then ended. Tenant shall keep and preserve, during each year of
the Lease, full and complete records of all gross receipts, and sales. Shilo
shall have the right, not more than six (6) months and thirty (30) days
following the close of the Lease year (i.e., March 31), to examine and audit the
Tenant's records, but only for the purpose of ascertaining the amount of Gross
Sales. Shilo reserves the right to do surprise audits without prior notice at
any time during regular business hours, but such surprise audits shall not occur
more than twice in any calendar year unless the audit discloses an
understatement of Gross Sales of one percent or more. All audits shall include
the right to inspect the books applicable to the Premises maintained at Tenant's
home office. Any such audit or examination by Shilo shall be at Shilo's sole
expense, except in the event that the audit discloses an understatement of one
percent (1%) or more in Gross Sales reported by Tenant to Shilo in which case
the audit will be paid for by Tenant. Except as necessary to administer and
enforce the terms of the Lease, Shilo shall keep in confidence all information
furnished to Shilo, either in the form of the statement of receipts delivered by
Tenant or any information which Shilo might gain or gather from the examination
or audit of Tenant's books.

4. Tenant shall provide room service to Hotel guests. Tenant shall allow Hotel
guests, with proper and approved credit, to charge lounge and restaurant
charges, and room service, to the guest's Hotel lodging bill. Tenant shall
provide room service to Hotel patrons in accordance with hours described in
paragraph __, below. Room service and restaurant and lounge charges by Hotel 
patrons shall be on a monthly accounts receivable basis, subject to a three
percent (3%) bookkeeping, accounting and handling charge to Tenant and credited
to Shilo, all of which shall be reconciled as part of the monthly Rent
Statement. Shilo shall make available, upon reasonable request by Tenant, all
records in Shilo's possession of such patrons' account for the purpose of
verification of such charges. Shilo shall in no manner be responsible for
default by its Hotel guests' payment of restaurant or lounge or room service
charges. It is recognized that any liquor, either bottled or by the drink, that
leaves the restaurant Premises unconsumed, is done so as per the restaurant's
state liquor license. Shilo grants permission to authorized personnel of
restaurant to full access to the Hotel property for such service. Tenant shall
be primarily responsible for the pickup of room service trays.

5. The leased Premises shall be open for business three hundred sixty-five (365)
days a year, except for the following days at the discretion of Tenant:
Thanksgiving Day, Christmas Eve, Christmas Day, and one other day a year of the
Tenant's choice for cleaning


Page 5.  Restaurant Lease (Richland)
<PAGE>

of the Premises. Tenant shall serve full service liquor (including spirits, wine
and beer) and provide a full service menu including breakfast, lunch and dinner.
For the restaurant, the hours shall be 6:30 a.m. to 10 p.m., Monday through
Saturday, and 7 a.m. to 10 p.m. on Sundays. For the lounge, the hours shall be
11 a.m. to 1 a.m. Monday through Thursdays, 11 a.m. to 2 a.m. Fridays and
Saturdays, and 1 p.m. to 9 p.m., Sundays. Tenant may encourage diners to eat in
the lounge rather than the restaurant between 2 p.m. and 5 p.m. Monday through
Saturday, but will serve in the restaurant during those hours if a customer
insists; however, room service shall be available during such times. Tenant
shall not be responsible for closures caused by strikes, lockouts, rules of the
State of Washington or causes beyond the reasonable control of Tenant. Any
change in the restaurant or bar hours must be approved in writing by Shilo.

6. Tenant shall keep and perform all of the following covenants:

      6.1 Tenant shall use the leased Premises, and the whole part thereof, only
as a cocktail lounge and restaurant with meeting and banquet facilities, to
compliment the Hotel as a full service facility.

            6.1.1 Additional uses, even if frequently associated with a
restaurant (such as, for example, legalized gambling) shall not be permitted
without Shilo's written consent, which may be withheld solely in Shilo's
discretion.

            6.1.2 Tenant shall use its utmost good faith and best efforts to
ensure that the Premises maintain a reputation as a quality operation suitable
for family dining. Tenant shall not tolerate or allow the Premises to become
known as a place frequented by persons or groups who are known or believed to be
criminals and/or offensive or threatening to most patrons (such as, by way of
example and not by way of limitation, a "biker hangout," or a "gay bar," or an
establishment where illegal drugs are frequently sold). Loud music, live or
recorded, shall not be allowed which disturbs hotel guests during usual hours of
sleep; Tenant and Shilo agree to work together to minimize causing disturbance
to guests while still allowing restaurant and lounge patrons and parties in the
meeting and convention facilities to enjoy reasonable entertainment. Shilo
reserves the right to require the Tenant to change live or recorded
entertainment, or other on-Premises promotional activities, which Shilo, in good
faith, determines to be incompatible with the Hotel's overall operation and/or
the public image which Shilo desires to promote. However, nothing herein shall
be construed to require Tenant to commit or tolerate any unlawful
discrimination.

      6.2 Tenant shall obtain and pay for any and all permits and licenses
required by City, County, or State agencies and shall


Page 6.  Restaurant Lease (Richland)
<PAGE>

comply with and abide by all rules and regulations of any regulatory body having
jurisdiction.

      6.3 Tenant shall staff the lounge and restaurant at all times with
sufficient number of adequately trained and supervised personnel so as to be
capable of providing the service called for herein in a prompt, courteous and
businesslike manner, especially in keeping with Shilo's mottos of Affordable
Excellence, and Friendliness and Cleanliness. Tenant acknowledges the need of
many of the Hotel patrons to obtain prompt service. Tenant's food quality and
menu shall be maintained to Shilo's high standards. Tenant's menu shall be
subject to Shilo's approval, which shall not be unreasonably withheld; any
material changes to Tenant's menu, once approved, shall also be subject to
Shilo's written approval, which shall not be unreasonably withheld. Tenant may
use Shilo's menu for the first 45 days of the Lease, but thereafter Tenant shall
use its own menus.

      6.4 Tenant acknowledges that the physical location of the leased Premises
within the Hotel causes Hotel patrons to identify the Hotel, lounge and
restaurant as one. Tenant acknowledges that poor beverage or food service, or
unsanitary conditions (or conditions that may appear sloppy or unsanitary) are
detrimental to Shilo's Hotel business as well as Tenant's restaurant and lounge.
Tenant agrees to cooperate with Shilo to operate the leased Premises for the
mutual benefit of Shi1o and Tenant. Tenant shall not unreasonably refuse to
comply with Shilo's suggestions or requests for changes or improvements in
service. Tenant shall maintain the interior and exterior of the leased Premises
in a clean and sanitary condition and shall maintain the highest restaurant and
lounge sanitary rating given by the governmental health authorities having
jurisdiction. Tenant shall also cooperate with Hotel to attempt to achieve the
highest possible rating under hotel and motel guide books. Upon written notice
from Shilo of Tenant's failure to adequately maintain the leased Premises,
Tenant shall be given thirty (30) days to correct the deficiency in maintenance.
If the deficiency is such that it cannot reasonably be corrected within thirty
(30) days, and provided that Tenant has commenced such corrections in good
faith, up to thirty (30) additional days will be allowed for completion. Should
Tenant fail to correct the deficiency within this time, Shilo may elect to
terminate Tenant's rights under this Lease, but no such termination shall impair
Shilo's remedies for breach of this Lease as provided herein.

      6.5 Tenant shall, at all times during the term thereof, and at Tenant's
own cost and expense, maintain, keep in effect, furnish and deliver to Shilo,
restaurant operator's liability insurance policies in form and with an insurer
satisfactory to Shilo, insuring both Shilo and Tenant against all liability for
damages to person or property in or about the leased Premises; the amount of
such liability insurance shall not be less than FIVE HUNDRED


Page 7. Restaurant Lease (Richland)
<PAGE>

THOUSAND DOLLARS ($500,000.00) for injury to one person, ONE MILLION DOLLARS
($1,000,000.00) for injuries arising out of any one accident and not less than
ONE HUNDRED THOUSAND DOLLARS ($100,000.00) for property damage.

      6.6 Tenant shall indemnify and hold Shilo harmless from the negligence of
the Tenant, its officers, agents, invitees and/or employees, as well as those
arising from Tenant's failure to comply with any covenant of this Lease on its
part to be performed, and shall, at Tenant's sole cost and expense, defend Shilo
against any and all suits or actions arising out of such negligence and
discharge any judgment which may be awarded against Shilo in any such suit or
action.

      6.7 Tenant's indemnification obligations to Shilo under this Lease shall
extend to damage resulting from risks insurable by so-called "dram shop" or
liquor liability insurance. The public liability insurance required of Tenant
under this Lease shall include dram shop liability insurance.

      6.8 Tenant shall keep the leased Premises free from all waste or
accumulation of debris, and free from any and all unnecessary fire hazards.
Tenant shall cooperate with Shilo on all fire and casualty hazard reduction
efforts, and shall comply with the recommendations of Shilo's casualty insurance
carrier applicable to the leased Premises.

      6.9 Tenant shall not make any alternations in, or additions to, the leased
Premises, nor make any contract therefor, without first obtaining Shilo's
written consent. If Shilo approves any proposed changes or alterations, Tenant
shall obtain names and addresses of contractors, copies of proposed contracts,
and the necessary permits, all in form and substance satisfactory to Shilo, and
furnish indemnification against liens, costs, damages, and expenses, as may be
required by Shilo. All alterations, additions and improvements, other than
Tenant's trade fixtures, which may be made or installed by Tenant upon the
leased Premises, shall be the property of Shilo and shall remain upon and be
surrendered with the leased Premises as a part thereof, without disturbance or
injury at any termination of the term of this Lease, whether by the lapse of
time or otherwise, all without compensation or credit to Tenant; provided,
however, if prior to such termination, or within fifteen (15) days thereafter,
Shilo shall have the right to direct Tenant, by written notice to Tenant, to
remove the additions, improvements, fixtures and installations placed there by
Tenant, and which are designated in such notice, and repair any damage
occasioned by such removals. If Tenant fails to repair such damage, Shilo may
effect such repairs and Tenant will pay to Shilo, on demand, the costs thereof
with interest at twelve percent (12%) per annum from the date of such removal by
Shilo.


Page 8. Restaurant Lease (Richland)
<PAGE>

      6.10 Tenant shall operate the leased Premises strictly in accordance with
all of the statutes pertaining thereto and all of the rules, regulations and
requirements of the City, County and State in which operation occurs. Any
violations thereof leading to suspension of Tenant's restaurant license and/or
liquor license for over ten (10) days shall be a breach of this Lease. No
drinking of alcoholic beverages shall be permitted on the Premises after closing
of the lounge, including, but not limited to, drinking by employees.

      6.11 Tenant shall not carry any stock of goods or do anything in or about
the leased Premises which will in any way impair or invalidate the obligation of
any policy of insurance on the leased Premises or the building in which the
leased Premises are situated. Tenant shall pay, upon demand, any increase in
insurance premiums from the business carried on in the leased Premises by
Tenant, whether or not Shilo has consented to the same. Tenant shall not create
or suffer to be created any condition which would be in violation of any of the
applicable State or Federal laws regarding Hazardous materials.

7. Shilo shall have no interest in, or responsibility for, operation of the
restaurant and lounge; except for the rent reserved, and Tenant shall save and
hold Shilo harmless from any and all claims whatsoever arising from Tenant's
operations of the leased Premises from the date of possession, and will pay all
costs of Shilo's defense, including attorneys' fees, should any claims be made
against Shilo by reason of Tenant's acts or omissions in the operation thereof.
Shilo shall hold Tenant harmless from any claims relating to the operation of
the restaurant and lounge by the Prior Lessee.

8. The meeting and banquet rooms shall be used by Shilo and Tenant as follows:

      8.1 The meeting and banquet rooms (the "Restaurant Meeting Rooms") are
part of Tenant's leased Premises. Tenant shall be responsible for the
maintenance, repair and cleanliness of the Restaurant Meeting Rooms. Tenant
understands that the rooms used by the hotel and Prior Lessee for sales and
catering offices are going to be converted to meeting rooms controlled by the
hotel (the "Hotel Meeting Rooms"). Shilo shall be responsible for the
maintenance, repair and cleanliness of the Hotel Meeting Rooms.

      8.2 Tenant understands and agrees that the restaurant and lounge are in
the Hotel primarily as an amenity of the Hotel to encourage room sales. Tenant
further understands that a large portion of the room sales of the Hotel comes
from convention and other pre-booked business which usually requires use of the
Restaurant Meeting Rooms and food and beverage service. Tenant agrees to provide
food and beverage service to groups booked by the Hotel for the Restaurant
Meeting Rooms or the Hotel Meeting Rooms.


Page 9. Restaurant Lease (Richland)
<PAGE>

Tenant shall be responsible for the set up and immediate clean up of all events
in the Restaurant Meeting Rooms regardless of who booked the event. All
Restaurant Meeting Rooms shall be cleared, cleaned up, and reset, as soon as
possible after an event so as to allow maximum use of the Restaurant Meeting
Rooms for presentation and marketing of additional bookings.

      8.3 All use charges for the Restaurant Meeting Rooms are the property of
Tenant and may be waived by Tenant. All charges for use of the Hotel Meeting
Rooms are the property of the Hotel. All charges for food and beverage service
in any of the Restaurant or Hotel Meeting Rooms in the Hotel are the property of
Tenant. All income from all guest room sales are the property of Shilo,
regardless of the origination of the business.

      8.4 In the event Tenant books any event utilizing any of the Restaurant
Meeting Rooms more than ninety (90) days in advance, such event shall be subject
to cancellation by Shilo in the event the Hotel books an event requiring the use
of the same meeting room for the same date or dates, or some of the same dates,
involving room sales, but Shilo may not cancel a booking by Tenant once the
event date is within ninety (90) days of the then current date. Bookings of the
Restaurant Meeting Rooms made within ninety (90) days of the scheduled event by
Shilo or Tenant shall be on a first-come, first-served basis. Shilo's room sales
staff at the Hotel, and Tenant's catering sales staff shall work together in
good faith to minimize conflicts and cancellations and promote mutual business
for both the Hotel and the restaurant and lounge from the use of all of the
Meeting Rooms.

      8.5 Tenant shall honor all booking commitments made by Shilo or the Prior
Lessee made prior to the date of this Lease, but Tenant shall receive all
prepaid deposits paid with respect to such bookings.

9. This Lease agreement is contingent upon Tenant acquiring a liquor license to
operate the restaurant and lounge. Tenant shall at all times keep the liquor
license in full force and effect and in full compliance. Tenant's loss of the
liquor license for a period greater than ten (10) days shall be a default under
this Lease.

10. Shilo covenants to Tenant as follows:

      10.1 As long as Tenant is not in default under this Lease, Shilo warrants
to the Tenant the peaceful possession of the leased Premises during the term of
this Lease.

      10.2 Shilo shall indemnify and hold Tenant harmless from the sole
negligence of Shilo, its officers, agents, invitees and/or employees, as well as
those arising from Shilo's failure to comply with any covenant of this Lease on
Shilo's part to be performed,


Page 10. Restaurant Lease (Richland)
<PAGE>

and shall, at its own cost and expense, defend Tenant against any and all suits
or actions arising out of such negligence and discharge any judgment which may
be awarded against Tenant in any such suit or action.

11. Shilo and Tenant shall be responsible for maintenance as follows:

      11.1 Shilo shall maintain and repair the foundation, roof, gutters,
downspouts, exterior walls (except doors and glass), and the utility lines to
their exterior point of entry to the leased Premises; provided, however, that
Shilo shall not be responsible for maintenance necessitated by the acts of
Tenant, its agents or employees.

      11.2 Tenant shall maintain and keep in good repair the interior of the
leased Premises, including all heating and cooling equipment located on the
leased Premises that is not part of the Hotel's central system, including
fixtures, windows, doors, utilities, air-conditioning and heating outlets
located on the leased Premises, and all other repairs made necessary by Tenant's
failure to so maintain; provided, however, Tenant shall not be responsible for
maintenance necessitated by the negligence or intentional wrongful acts of Shilo
or its employees or agents. Tenant shall, at its sole cost and expense, replace
all glass which may be broken or cracked during the term hereof, in the windows
and doors of the leased Premises, with glass of as good or better quality as
that originally installed. Tenant shall deliver the Premises to Shilo upon
termination in as good condition as when leased, reasonable wear and tear
excepted.

      11.3 Shilo shall employ and pay for seventy-five percent (75%) of the cost
of a maintenance employee to perform routine repair and maintenance chores for
the Hotel and the leased Premises. Tenant shall pay the other twenty-five
percent (25%) of the cost. The maintenance employee's cost shall include all
costs for such employee to include wages or salary, employment taxes, workmen's
compensation premiums, medical insurance and other fringe benefits paid by Shilo
for its employees. Tenant shall not use the maintenance employee to do cleaning
in the leased Premises.

      11.4 If Tenant fails or refuses to keep the leased Premises in proper
maintenance and repair, Shilo shall have the right, but not the duty, after
reasonable written notice to Tenant (except in emergencies), to act as Shilo
deems necessary to maintain and repair the 'leased Premises without liability
for loss or damage to Tenant's property; Tenant shall pay the reasonable cost of
such repairs or maintenance by Shilo, plus twenty percent (20%) overhead, which
sum shall be promptly paid as additional rent.

12. Tenant shall have, at all times, the right, together with its customers and
invitees, to the use of the parking area and driveway


Page 11. Restaurant Lease (Richland)
<PAGE>

appurtenant thereto, for purposes of egress, ingress, parking of motor vehicles
for Tenant, its customers and employees, and the loading and unloading of
vehicles in connection with and incidental to the business conducted by Tenant
on the leased Premises, all without charge. Tenant employees shall be subject to
the same rules as the Hotel's employees with respect to limitations on use of
the parking areas, or other rules promulgated by the Hotel with respect to
employee parking. The Hotel may place reasonable restrictions upon the times and
places delivery and other service vehicles may utilize the parking and loading
docks or loading areas, if any. Shilo shall keep and maintain the parking area
in good condition and repair and reasonably free of rubbish and debris.

13. Within forty-five (45) days of taking possession, Tenant shall, at Tenant's
cost obtain new signage for the restaurant and lounge. All such signs, and their
location, shall be subject to Shilo's written approval, which shall not be
unreasonably withheld. The name of Tenant's restaurant, if something other than
"O'Callahan's," shall be subject to Shilo's approval. The name "Shilo" or any
similar name shall not be part of Tenant's name for the restaurant, but Tenant
may advertise that the restaurant is in the Shilo Inn. Upon the termination of
this Lease, Tenant shall remove all such signs and restore such areas to their
original condition. Tenant shall maintain all of Tenant's signs, and additions
or replacements thereto. All signs shall be in compliance with applicable rules
and ordinances, and applicable electrical codes. If Tenant wishes to have
Tenant's name on Shilo's off premises bill boards, Tenant shall pay a portion of
the rental of such bill board, and all of the cost of the changes to the bill
board, as Shilo and Tenant may fix by agreement.

14. Except for personal property owned by Tenant, or leased by Tenant from third
parties, all personal property on the leased Premises at the commencement of the
Lease, including, but not limited to, furniture, fixtures, equipment, utensils,
small wears, desks, safe, miscellaneous office equipment, audio-visual
equipment, and trade fixtures (collectively "Shilo's Restaurant Equipment") is,
and shall remain, the sole property of Shilo. Any personal property used in the
operation of the restaurant owned by Tenant shall remain Tenant's property;
Tenant shall be responsible to obtain Tenant's own fire and casualty insurance
to insure Tenant's personal property on the leased Premises. Prior to Tenant's
taking possession of the leased Premises, Shilo and Tenant shall take an
inventory of Shilo's Restaurant Equipment, which inventory shall be signed by
the parties and become an exhibit to this Lease. Tenant may use Shilo's
placemats, menus, napkins for forty-five (45) days after possession; thereafter,
Tenant shall use its own menus and its own place mats and napkins, and any
remaining supply of such items shall be returned to Shilo. Shilo and Tenant
shall inspect Shilo's Restaurant Equipment before Tenant takes possession and a
list of agreed repairs to be made by Shilo shall


Page 12. Restaurant Lease (Richland)
<PAGE>

be prepared. Shilo shall repair the items on such agreed list, but Shilo shall
otherwise have no duty to repair any of Shilo's Restaurant Equipment, and Tenant
shall take Shilo's Restaurant Equipment "AS IS." During the term of the Lease,
Tenant shall maintain, repair and replace, as needed, and insure Shilo's
Restaurant Equipment and shall return Shilo's Restaurant Equipment or the
equivalent in as good a condition as such equipment is now in, reasonable wear
and tear excepted, upon the expiration of this Lease or any extension thereof.
None of Shilo's Restaurant Equipment shall be subjected to a lien, or sold or
removed from the leased Premises without Shilo's consent.

15. Prior to Tenant taking possession of the leased Premises, Tenant and Shilo
shall take an inventory of all of the 'Prior Lessee's food and beverage
inventory, and the inventory of miscellaneous operating supplies necessary for
conducting the business of the restaurant and lounge. Tenant shall purchase as
much of such inventory and supplies as Tenant shall select, and the balance, if
any, shall be removed by Shilo. All inventory and supplies purchased shall be
paid for in cash prior to taking possession. Tenant shall honor all of the Prior
Lessee's gift certificates, and Shilo shall reimburse Tenant for the same value
as the purchase price of the certificate.

16. At the time of taking possession of the leased Premises, Shilo shall cause
the Prior Lessee to terminate the employment of all of the restaurant employees.
Tenant shall be free to employ as many of such employees as Tenant shall select.
Tenant is aware that Shilo intends to offer employment to some of the employees
of the Prior Lessee at other Shilo restaurants. Shilo shall be responsible for
all compensation and other sums owing to the employees with respect to their
employment to the date of Tenant's taking possession of the leased Premises.

17. Shilo, and his agents and representatives, shall, at any reasonable time,
without prior notice, have the right to enter into or upon the leased Premises
for the purpose of examining the condition thereof or any other lawful purposes,
including for the purpose of doing a surprise audit.

18. Tenant shall not assign, transfer, sublet, pledge, hypothecate, or otherwise
encumber or dispose of this Lease or the estate created in this Lease or in any
interest in any portion of the same, or permit any person or persons, company or
corporation to occupy the leased Premises or any part thereof, without the
written consent of Shilo first being obtained. Shilo agrees not to unreasonably
withhold consent. However, Shilo shall be entitled to require that any proposed
transferee be an experienced, reputable, qualified and financially responsible
restaurant operator willing to assume personal liability for the performance of
the Lease. No consent to transfer shall release the liability of Tenant or the
Guarantors. In the event Tenant is a corporation,


Page 13. Restaurant Lease (Richland)
<PAGE>

no transfer, or series of transfers, direct or indirect, of 25% or more of the
shares of the corporation shall be permitted without Shilo's consent. Shilo is
entering into this lease by reason of the personal involvement of Rodney Sawyer
and Christopher Thomsen; as long as actual or defacto control of the corporation
comprising Tenant does not pass from Sawyer and Thomsen, Shilo agrees not to
unreasonably withhold consent to transfers of shares of Tenant.

19. Fire and casualty damage shall be treated as follows:

      19.1 In the event of loss or damage by fire or other casualty to the
building in which the leased Premises are located, the extent of which is less
than fifty-five percent (55%) of the value of the structure, the Shilo and
Tenant agree to promptly restore the structure to a sound and usable condition.
However, Shilo shall not be required to repair any fire or casualty damage
unless and until Shilo receives the fire and casualty insurance proceeds from
Shilo's lender; and if Shilo's lender elects to apply such proceeds to Shilo's
loan on the building in which the leased Premises are located, Shilo shall not
be required to repair the damage if Shilo elects not to, and Shilo may elect to
terminate the Lease. Rental payments shall cease during the period the structure
is materially damaged. "Materially damaged" shall mean damage or destruction to
the structure to such extent that it is not practicable to continue business
operations under such circumstances. In the event that the structure is not
Materially Damaged, but there is damage to restaurant fixtures or equipment or
inventory, or if there has been smoke damage to the structure and/or the
restaurant/lounge area which can be cleaned or painted, then rental payments
shall cease for a period of not more than thirty (30) days in which time Tenant
shall make the repairs or replacements in the leased Premises made necessary by
such damage.

      19.2 In the event such loss or damage to the structure shall be in excess
of fifty-five percent (55%) of the value of the structure, Shilo may, at his
option, either restore the building to the extent of the insurance proceeds
available, or terminate this Lease as of the date of loss; without further
liability to the Tenant except the return to the Tenant any unearned advance
rental payments and funds, if any held by Shilo but owing to Tenant. If loss or
damage is in excess of fifty-five percent (55%), Shilo agrees to notify Tenant
in writing within thirty (30) days after the occurrence of such destruction or
casualty as to his intent to, or not to, rebuild.

20. Tenant shall not permit any lien of any kind, type or description to be
placed or imposed upon the building in which the leased Premises are situated,
or any part thereof, or the real estate on which it stands, or any of Shilo's
Restaurant Equipment being used by Tenant.


Page 14. Restaurant Lease (Richland)
<PAGE>

21. Except for providing the insurance coverage as required by the terms of this
Lease, neither Shilo nor Tenant shall be liable to the other for loss arising
out of damage to or destruction of the leased Premises, or the building or the
improvements of which the leased Premises are a part of or with which they are
connected, or the contents of any thereof, when such loss is caused by any of
the perils which are or could be insured against by a standard form of fire
insurance with extended coverage, including sprinkler leakage insurance, if any.
All such claims between Shilo and Tenant for any and all loss, however caused
(except by the deliberate acts of the party causing the loss), are hereby
waived. The absence of such liability shall exist whether or not the damage or
destruction is caused by the negligence of either Shilo or Tenant or by any of
their respective agents, servants or employees. It is the intention and
agreement of Shilo and Tenant that fire and casualty insurance coverage required
under the terms of this Lease shall provide reimbursement for any losses
suffered and, further, that the insurance carriers shall not be entitled to
subrogation under any circumstances (except wilful conduct) against either party
to this Lease.

22. Tenant shall not overload the floors of the leased Premises in such a way as
to cause any undue or serious stress or strain upon the building in which the
leased Premises are located, or any part thereof. Shilo shall have the right at
any time to call upon any competent engineer or architect, selected by Shilo, to
decide whether the floors of the leased Premises, or any part thereof, are being
overloaded so as to cause any undue or serious stress or strain on the building,
or any part thereof. In the event the decision of such engineer or architect so
called upon is that, in his option, the stress or strain is such as to endanger
or injure the building or any part thereof, then and in that event, Tenant
agrees to immediately relieve such stress and strain, either by reinforcing the
building or by lightening the load which causes such stress or strain, in a
manner satisfactory to Shilo.

23. In case of the condemnation or appropriation of all or any substantial part
of the leased Premises by any public or private corporation under the laws of
eminent domain, this Lease may be terminated at the option of either party
hereto upon twenty (20) days written notice to the other, and in that case,
Tenant shall not be liable for rent after the date of Tenant's removal from the
Premises. Tenant shall not share in any portion of Shilo's award of the
condemnation funds, but Tenant may prosecute its own award for the value of its
property and business interest lost.

24. Time and strict performance of the provisions of this Lease agreement are of
the essence. If Tenant shall be in arrears in any payment due to Shilo for a
period of ten (10) days after the same becomes due, or if Tenant shall fail or
neglect to do, keep, perform, or observe any of the covenants and agreements
contained herein on Tenant's part to be done, kept, performed, or observed,


Page 15. Restaurant Lease (Richland)
<PAGE>

and such failure shall continue for ten (10) days or more after written notice
of such failure or neglect shall be given to Tenant, or if Tenant shall be
declared bankrupt or insolvent according to law, or if any assignment of
Tenant's property shall be made for the benefit of creditors, or if on the
expiration of this Lease, Tenant fails to surrender possession of the leased
Premises, then and in any of such events, Shilo, or those having the lessor's
estate in the leased Premises lawfully, may, at his or their option, immediately
or any time thereafter, without demand or notice, repossess the same as lessor's
estate, and expel Tenant and those claiming by, through, or under Tenant, and
take over Tenant's effects continuing the operation in any manner as to Shilo
may seem expedient, without prejudice to any remedy which Shilo has under the
terms of this Lease or otherwise at law or in equity. It is the intention of
this Lease that Shilo shall have all remedies for breach of a lease as shall be
allowed under the laws of the State of Washington, and such remedies shall be
cumulative to the extent permitted by law. No expulsion of Tenant from the
leased Premises shall release Tenant or any Guarantor of this Lease from
personal liability hereunder.

25. Tenant's interest under this Lease shall be and is subordinate to any
mortgage, trust deed or other security device on the Hotel and/or Shilo's
Restaurant Equipment as shall now exist or as shall hereafter be created by
Shilo. Tenant shall promptly execute such subordination agreements as Shilo or
Shilo's present lender or any future lender may reasonably request, subject
however, to Tenant's right to remain in possession of the leased Premises, as
long as Tenant performs this Lease as agreed, despite any defaults by Shilo
under any financing secured by the Hotel and/or Shilo's Restaurant Equipment.

26. In the event any suit or action is instituted to enforce compliance with any
of the terms, covenants or conditions of this Lease, or to collect the rental
which may become due hereunder, or any portion thereof, or to interpret the
terms of this Lease, the prevailing party will be entitled to, in addition to
its costs and disbursements provided by statute, such additional sum as the
court may adjudge reasonable for attorney fees in such suit or action, including
any appeal therein.

27. Upon expiration of the term of this Lease, Tenant shall deliver the leased
Premises and Shilo's Restaurant Equipment to Shilo in as good condition as
Tenant shall have received the same, reasonable wear and tear excepted.

28. Any notice required or permitted under this Lease shall be deemed
sufficiently given or served if sent by certified mail, return receipt
requested, to Tenant at the address of the leased Premises, and to Shilo at the
address then fixed for the payment of rent, and either party may, by like notice
at any time and from time to time, designate a different address to which notice
shall


Page 16. Restaurant Lease (Richland)
<PAGE>

be sent. Notices given in accordance with these provisions shall be deemed
received when mailed.

29. All rights, remedies and liabilities herein given or imposed upon either of
the parties hereto shall extend to and inure to the benefit of and bind as the
circumstances may require, their respective heirs, executors, administrators and
successors, and, insofar as this Lease is assignable by the terms hereof, to the
assigns of such parties.

30. Nothing contained in this Lease shall be construed as creating a partnership
or joint venture between Shilo and Tenant or between Shilo and any other party,
or cause Shilo to be responsible in any way for the debts or obligations of
Tenant or any other party.

31. Subject to space being available, Tenant shall have the right, during the
first two weeks of the term of this Lease, to rent rooms in the Hotel, for use
by agents and employees of Tenant, at the rate of Fifteen Dollars ($15.00) (plus
tax) per night, single occupancy, and Twenty-Five Dollars ($25.00) (plus tax)
per night, double occupancy; provided, however, that on any night the Hotel
fills, Tenant shall pay the Hotel's usual commercial rate. After the first two
(2) weeks, but during the initial five (5) year term, the rate for Tenant's
agents and employees shall be Twenty-Five Dollars ($25) (plus tax) per night,
single occupancy, and Thirty-Five Dollars ($35) (plus tax) per night, double
occupancy; provided, however, that on any night the Hotel fills, Tenant shall
pay the Hotel's usual commercial rate. Tenant shall only use these rates to meet
Tenant's legitimate business needs, and shall not allow Tenant's employee's to
abuse these privileges. After the initial five (5) year term, the special rates,
if any, to be given to Tenant by Shilo shall be as fixed by Shilo.

32. Tenant shall cooperate with Shilo's Hotel managers on all efforts to improve
safety and other similar programs.

33. Tenant shall have its laundry done by an outside service. The Hotel's
laundry shall have no obligation to do any of Tenant's laundry.

34. Rod Sawyer and Christopher Thomsen (the "Guarantors"), jointly and severally
hereby unconditionally guarantee the performance of Tenant under this Lease.
Guarantors' guarantee shall have the same legal effect as if the Guarantors had
co-signed the Lease and not as accommodation parties.

35. Shilo and Tenant have adequate legal counsel and have read and fully
understand all of the terms and conditions contained in this


Page 17. Restaurant Lease (Richland)
<PAGE>

Lease agreement. This Lease shall be construed as if both parties had
participated equally in its drafting, and neither party shall be entitled to any
presumption by reason of the source of the drafting.

Dated this 11th day of April, 1991.

SHILO                                  TENANT


/s/ Mark S. Hemstreet                  
- ----------------------------           O'CALLAHAN'S EAST, INC.
Mark S. Hemstreet
                                       By: /s/ Kris Thomsen
                                           -------------------------------------
                                           Kris Thomsen
                                           President


                                       /s/ Kris Thomsen
                                       -----------------------------------------
                                       Christopher Thomsen, Guarantor


                                       /s/ Rod Sawyer 
                                       -----------------------------------------
                                       Rod Sawyer, Guarantor


Page 18. Restaurant Lease (Richland)
<PAGE>

- --------------------------------------------------------------------------------
                 -----------------------------------------------
                 RECONSTRUCTED INDUSTRY STANDARDS OPERATING DATA
                 ===============================================
                        TRENDS IN THE HOTEL INDUSTRY 1996
================================================================================

<TABLE>
<CAPTION>
                                     All Limited Service       Average for            Rate Group              Geographic Division
                                                                 Top 25%               Over $50                Mountain/Pacific
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>        <C>          <C>        <C>          <C>        <C>          <C>        <C>    
REVENUES                              % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room
                                      -------  -------------  -------  -------------  -------  -------------  -------  -------------
 Rooms                                  95.5%     $13,057       95.4%     $18,002       95.5%     $16,126       95.1%     $13,000
 Telephone                               2.4%        $331        2.4%        $449        2.4%        $406        2.3%        $313
 Other Income                            2.1%        $280        2.2%        $427        2.1%        $359        2.6%        $355
- ------------------------------------------------------------------------------------------------------------------------------------
Total Revenue                          100.0%     $13,668      100.0%     $18,878      100.0%     $16,891      100.0%     $13,668
                                                                                    
EXPENSES                                                                            
Departmental Expenses                                                               
 Rooms Department                       23.2%      $3,166       20.9%      $3,950       22.0%      $3,721       23.6%      $3,227
 Telephone                               1.5%        $206        1.4%        $256        1.4%        $235        1.4%        $186
Other Departments                        0.6%         $80        0.7%        $139        0.7%        $111        0.5%         $75
                                                                                    
Undistributed Operating Expenses                                                    
 Administrative & General                9.0%      $1,225        7.8%      $1,463        8.4%      $1,422        8.5%      $1,163
 Franchise Fees                          1.9%        $256        1.4%        $265        1.7%        $292        0.9%        $122
 Marketing                               3.7%        $510        3.7%        $691        4.0%        $669        3.9%        $530
 Property Operations & Maintenance       5.6%        $759        4.5%        $858        4.9%        $835        6.2%        $843
 Energy (Utilties)                       5.0%        $681        3.9%        $744        4.4%        $751        4.6%        $633
                                                                                    
Fixed Charges                                                                       
 Management                              2.8%        $380        3.2%        $597        2.9%        $484        3.1%        $430
 Property Tax & Other Charges            4.0%        $548        4.1%        $773        4.0%        $679        3.5%        $473
 Insurance                               1.1%        $147        1.1%        $203        1.1%        $178        1.2%        $159
- ------------------------------------------------------------------------------------------------------------------------------------
Total Expenses                          58.4%      $7,958       52.7%      $9,939       55.5%      $9,377       57.4%      $7,841

Net Income Before Reserves              41.6%      $5,710       47.3%      $8,939       44.5%      $7,514       42.6%      $5,827
                                                                                    
Percentage Occupancy                    66.9%                   78.1%                   73.5%                   66.8%
Average Daily Rate                     $51.15                  $63.13                  $60.14                  $53.28
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

================================================================================

LIMITED-SERVICE HOTELS
Performance in 1995
================================================================================

Since the proliferation of all the new limited-service chains in the mid-1980s,
this hotel segment has been viewed extremely favorably. For hotel guests, new
limited-service hotels offered a guest room that was frequently superior to
existing full-service hotels at one-half to two-thirds the price. For hotel
managers, the properties were simple to operate. For the hotel ownership and
financial community, limited-service properties represented high profit margins
with a lesser degree of financial risk.

After ten years of being the darling child of the industry, however, it appears
that limited-service hotels have not only matured in the marketplace, but are
beginning to show some signs of fatigue. For the first time since 1984, the
limited-service hotel segment achieved the lowest occupancy of any property type
surveyed in Trends in the Hotel Industry.

Realistically, all this means is that the limited-service hotel segment is not
enjoying the upside of the industry resurgence to the same degree as the other
types of hotels. Limited-service properties still achieved an aggregate
occupancy just shy of 70 percent, and their average room rates rose 5.9 percent,
second highest of all segments. In addition, an average operating profit margin
of 41.8 percent still make these properties the most fiscally efficient.

                             LIMITED-SERVICE HOTELS

                                   Market Mix

    [THE FOLLOWING TABLE WAS DEPICTED AS A PIE CHART IN THE PRINTED MATERIAL]

                              ----------------------
                               Convention      0.4%

                               Conference      1.9%

                               Other           0.5%

                               Business       45.8%

                               Tourists       51.4%
                              ----------------------

However, a degree of caution needs to be raised. The vast majority of new hotel
construction (measured in number of properties) is still occurring in this
segment. In several suburban markets in the United States, we have seen
localized pockets of overdevelopment causing significant declines in market
occupancies. This should not be construed as a blanket condemnation of all
limited-service hotel development, but it should be a warning to examine the
individual merits of each proposed project. Even with low development costs and
high profit margins, automatic success is not as sure as it has been in the
past. With increasing competition, time has proven that the need to maintain a
quality facility and offer good service is crucial in determining the success of
a limited-service operation.

================================================================================


74
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                                Figure Number 14
================================================================================

<TABLE>
<CAPTION>
                                                                                         Rate Groups
                                                                              ---------------------------------
                                                        All         Average                $35.00
                                                  Limited-Service     for       Under        to          Over
                                                       Hotels       Top 25%*    $35.00     $50.00       $50.00
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                95.5%        95.4%       94.4%      95.7%        95.5%
   Telephone                                             2.4          2.4         2.6        2.4          2.4
   Other Operated Departments                            0.8          0.9         1.3        0.7          0.8
   Rentals and Other Income                              1.2          1.3         1.6        1.2          1.3
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                23.2%        20.9%       28.3%      24.3%        22.0%
   Telephone                                             1.5          1.4         2.1        1.6          1.4
   Other Operated Departments                            0.6          0.7         0.6        0.5          0.7
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           25.3%        23.0%       31.0%      26.4%        24.1%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   74.7%        77.0%       69.0%      73.6%        75.9%

Undistributed Operating Expenses:**
   Administrative and General                            9.0%         7.8%       11.2%       9.5%         8.4%
   Franchise Fees                                        1.9          1.4         1.7        2.1          1.7
   Marketing and Guest Entertainment                     3.7          3.7         4.5        3.3          4.0
   Property Operation and Maintenance                    5.6          4.5        10.3        6.0          4.9
   Energy Costs                                          5.0          3.9         7.6        5.5          4.4
   Other Unallocated Operated Departments                --           --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       25.1%        21.3%       35.3%      26.5%        23.5%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          49.6%        55.7%       33.7%      47.1 %       52.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       2.8%         3.2%        3.1%       2.6%         2.9%
   Property Taxes and Other Municipal Charges            4.0          4.1         3.5        4.0          4.0
   Insurance on Buildings and Contents                   1.1          1.1         1.2        1.1          1.1
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     7.8%         8.3%        7.8%       7.7%         7.9%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    41.8%        47.3%       25.9%      39.4%        44.5%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                13.3%        11.7%       17.5%      14.2%        12.4%
   Payroll Taxes and Employee Benefits                   3.5          3.4         4.0        3.4          3.5
                                                  -------------------------------------------------------------
     Subtotal                                           16.8%        15.1%       21.5%      17.6%        15.9%
   Laundry, Linen, and Guest Supplies                    1.6          1.2         3.3        1.8          1.3
   Commissions and Reservation Expenses                  1.6          1.6         1.0        1.4          1.7
   Complimentary Food and/or Beverage Expenses           1.7          1.6         0.6        1.8          1.7
   All Other Expenses                                    2.7          2.5         3.6        2.7          2.6
                                                  -------------------------------------------------------------
     Total Rooms Expense                                24.4%        22.0%       30.0%      25.3%        23.2%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            75.6%        78.0%       70.0%      74.7%        76.8%
                                                  =============================================================
Percentage of Occupancy                                 69.9%        78.1%       64.3%      67.3%        73.5%
Average Daily Rate per Occupied Room                   $51.15       $63.13      $31.31     $44.34       $60.14
Average Size (Rooms)                                     107          111          98        100          116
</TABLE>

================================================================================

  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              75
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995
Ratios to Total Revenues
Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                        Geographic Divisions
                                                  -------------------------------------------------------------
                                                    New England                                        Mountain
                                                        and          North      South       South         and
                                                  Middle Atlantic   Central    Atlantic    Central      Pacific
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                94.3%        95.4%       94.8%      96.9%        95.1%
   Telephone                                             3.0          2.7         2.7        2.0          2.3
   Other Operated Departments                            1.5          0.4         1.2        0.3          0.9
   Rentals and Other Income                              1.2          1.5         1.3        0.7          1.7
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                26.6%        23.1%       22.6%      22.2%        23.6%
   Telephone                                             1.7          1.5         1.7        1.4          1.4
   Other Operated Departments                            1.3          0.3         0.9        0.3          0.5
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           29.6%        24.9%       25.2%      23.8%        25.5%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   70.4%        75.1%       74.8%      76.2%        74.5%

Undistributed Operating Expenses:**
   Administrative and General                           10.2%         8.7%        9.8%       8.4%         8.5%
   Franchise Fees                                        2.9          2.8         2.6        1.2          0.9
   Marketing and Guest Entertainment                     4.5          3.9         4.3        2.8          3.9
   Property Operation and Maintenance                    5.7          5.0         5.6        5.3          6.2
   Energy Costs                                          6.0          4.7         5.4        4.7          4.6
   Other Unallocated Operated Departments                0.1          --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       29.4%        25.1%       27.9%      22.3%        24.1%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          40.9%        50.0%       46.9%      53.8 %       50.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       3.5%         4.2%        2.9%       1.4%         3.1%
   Property Taxes and Other Municipal Charges            5.5          4.7         3.6        3.9          3.5
   Insurance on Buildings and Contents                   0.7          0.7         1.1        1.3          1.2
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     9.6%         9.6%        7.6%       6.6%         7.8%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    31.3%        40.4%       39.3%      47.2%        42.6%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                15.6%        13.6%       12.9%      12.3%        13.8%
   Payroll Taxes and Employee Benefits                   4.7          2.4         3.1        3.8          3.7
                                                  -------------------------------------------------------------
     Subtotal                                           20.3%        16.0%       16.0%      16.1%        17.5%
   Laundry, Linen, and Guest Supplies                    1.6          2.0         1.7        0.9          1.9
   Commissions and Reservation Expenses                  2.1          1.8         1.8        1.0          1.6
   Complimentary Food and/or Beverage Expenses           1.3          2.0         1.7        1.8          1.4
   All Other Expenses                                    3.0          2.4         2.6        3.0          2.4
                                                  -------------------------------------------------------------
     Total Rooms Expense                                28.3%        24.2%       23.8%      22.8%        24.8%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            71.7%        75.8%       76.2%      77.2%        75.2%
                                                  =============================================================
Percentage of Occupancy                                 69.0%        71.6%       70.9%      71.0%        66.8%
Average Daily Rate per Occupied Room                   $58.94       $49.83      $48.92     $49.93       $53.28
Average Size (Rooms)                                     116           80         123        122           96
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

76
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                    Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                      Property Size Classifications
                                                  -------------------------------------
                                                       Under        75 to        Over   
                                                        75           150         150   
                                                       Rooms        Rooms       Rooms
                                                  -------------------------------------
<S>                                                    <C>          <C>         <C>    
Revenues:
   Rooms                                                96.0%        95.9%       93.9% 
   Telephone                                             2.6          2.3         2.6  
   Other Operated Departments                            0.3          0.7         1.7  
   Rentals and Other Income                              1.1          1.1         1.9  
                                                  -------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0% 

Departmental Costs and Expenses:
   Rooms                                                22.1%        23.0%       24.5% 
   Telephone                                             1.6          1.5         1.6  
   Other Operated Departments                            0.2          0.5         1.2  
                                                  -------------------------------------
     Total Costs and Expenses                           23.8%        25.0%       27.3% 
                                                  -------------------------------------
   Total Operated Departmental Income                   76.2%        75.0%       72.7% 

Undistributed Operating Expenses:**
   Administrative and General                            8.3%         9.0%        9.3% 
   Franchise Fees                                        2.6          1.7         1.9  
   Marketing and Guest Entertainment                     3.7          3.6         4.3  
   Property Operation and Maintenance                    5.5          5.5         5.7  
   Energy Costs                                          4.6          5.0         5.2  
   Other Unallocated Operated Departments                --           --          --   
                                                  -------------------------------------
     Total Undistributed Expenses                       24.7%        24.9%       26.5% 
                                                  -------------------------------------
   Income before Fixed Charges                          51.5%        50.2%       46.2% 

Management Fees, Property Taxes, and Insurance:**
   Management Fees                                       6.2%         2.2%        2.5% 
   Property Taxes and Other Municipal Charges            3.8          4.0         4.1  
   Insurance on Buildings and Contents                   0.6          1.1         1.3  
                                                  -------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                    10.6%         7.3%        8.0% 
                                                  -------------------------------------
Income before Other Fixed Charges***                    40.9%        42.9%       38.2% 
                                                  =====================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0% 
Departmental Expenses:
   Salaries and Wages including Vacation                13.0%        13.1%       14.3% 
   Payroll Taxes and Employee Benefits                   2.1          3.5         4.3  
                                                  -------------------------------------
     Subtotal                                           15.1%        16.6%       18.6% 
   Laundry, Linen, and Guest Supplies                    2.6          1.4         1.5  
   Commissions and Reservation Expenses                  1.6          1.5         1.8  
   Complimentary Food and/or Beverage Expenses           1.6          1.8         1.1  
   All Other Expenses                                    2.1          2.7         3.1  
                                                  -------------------------------------
     Total Rooms Expense                                23.0%        24.0%       26.1% 
                                                  -------------------------------------
   Rooms Departmental Income                            77.0%        76.0%       73.9% 
                                                  =====================================
Percentage of Occupancy                                 69.0%        70.2%       69.9% 
Average Daily Rate per Occupied Room                   $47.93       $50.46      $56.90 
Average Size (Rooms)                                      54          118         186  
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              77
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15
================================================================================

<TABLE>
<CAPTION>
                                                    All Limited-Service              Average for
                                                           Hotels                      Top 25%*
                                                  -------------------------   ----------------------
                                                                  Compared                 Compared
                                                       1995       with 1994      1995      with 1994
                                                  --------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>    
Revenues:                                                                                           
   Rooms                                            $ 13,057          6.7%   $ 18,002          7.3% 
   Telephone                                             331          4.0         449          4.1  
   Other Operated Departments                            110          9.6         178        (12.0) 
   Rentals and Other Income                              170         17.4         249         30.1  
                                                  --------------------------------------------------
     Total Revenues                                 $ 13,669          6.8%   $ 18,878          7.2% 
                                                                                                    
Departmental Costs and Expenses:                                                                    
   Rooms                                            $  3,166          4.5%   $  3,950          3.4% 
   Telephone                                             206          7.3         256          9.0  
   Other Operated Departments                             80         34.5         139         27.9  
                                                  --------------------------------------------------
     Total Costs and Expenses                       $  3,452          5.2%   $  4,345          4.4% 
                                                  --------------------------------------------------
   Total Operated Departmental Income               $ 10,216          7.3%   $ 14,532          8.1% 
                                                                                                    
Undistributed Operating Expenses:**                                                                 
   Administrative and General                       $  1,225          8.4%   $  1,463          8.7% 
   Franchise Fees                                        256         10.7         265         (4.6) 
   Marketing and Guest Entertainment                     510          5.3         691          8.1  
   Property Operation and Maintenance                    759          5.8         858          3.4  
   Energy Costs                                          681         (3.2)        744         (3.5) 
   Other Unallocated Operated Departments                  3          N/C         --           --   
                                                  --------------------------------------------------
     Total Undistributed Expenses                   $  3,435          5.1%   $  4,021          4.1% 
                                                  --------------------------------------------------
   Income before Fixed Charges                      $  6,782          8.4%   $ 10,511          9.8% 
                                                                                                    
Management Fees, Property Taxes, and Insurance:**                                                   
   Management Fees                                  $    380        (24.0)%  $    597        (22.6)%
   Property Taxes and Other Municipal Charges            545          2.8         773          4.5  
   Insurance on Buildings and Contents                   147         (3.2)        203          6.6  
                                                  --------------------------------------------------
     Total Management Fees, Property Taxes,                                                         
       and Insurance                                $  1,072         (9.3)%  $  1,573         (7.5)%
                                                  --------------------------------------------------
Income before Other Fixed Charges***                $  5,710         12.5%   $  8,938         13.5% 
                                                  ==================================================
                                                                                                    
Rooms Department:                                                                                   
   Rooms Net Revenue                                $ 13,057          6.7%   $ 18,002          7.3% 
                                                                              
Departmental Expenses:                                                                              
   Salaries and Wages including Vacation            $  1,735          2.5%   $  2,107          1.5% 
   Payroll Taxes and Employee Benefits                   456         (2.2)        606         (1.1) 
                                                  --------------------------------------------------
     Subtotal                                       $  2,191          1.5%   $  2,713          0.9% 
   Laundry, Linen, and Guest Supplies                    203        (13.3)        211        (20.1) 
   Commissions and Reservation Expenses                  203          8.3         289          0.8  
   Complimentary Food and/or Beverage Expenses           219         12.7         287          6.7  
   All Other Expenses                                    350         38.1         450         45.0  
                                                  --------------------------------------------------
     Total Rooms Expense                            $  3,166          4.5%   $  3,950          3.4% 
                                                  --------------------------------------------------
   Rooms Departmental Income                        $  9,891          7.4%   $ 14,052          8.4% 
                                                  ==================================================
Percentage of Occupancy                                 69.9%         0.8%       78.1%         0.8% 
Average Daily Rate per Occupied Room                $   51.15         5.9%   $   63.13         6.4% 
Average Size (Rooms)                                     107         (0.2)%       111          0.1% 
</TABLE>

================================================================================

N/C - Data not comparable.
  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

78
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                                               Rate Groups
                                                  ---------------------------------------------------------------------------
                                                        Under $35.00           $35.00 to $50.00             Over $50.00
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>        <C>           <C>    
Revenues:                                                                                                                    
1  Rooms                                            $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
2  Telephone                                             206         (2.2)        277          3.3         406          5.0  
3  Other Operated Departments                            105          N/C          79         43.1         142         (7.0) 
4  Rentals and Other Income                              123        (10.8)        132         11.1         217         25.1  
                                                  ---------------------------------------------------------------------------
5    Total Revenues                                 $  7,788          3.8%   $ 11,384          7.0%   $ 16,891          6.8% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
6  Rooms                                            $  2,202          8.5%   $  2,766          5.0%   $  3,721          3.8% 
7  Telephone                                             166         (1.2)        184          6.6         235          8.8  
8  Other Operated Departments                             46         (1.2)         55          N/C         111         30.2  
                                                  ---------------------------------------------------------------------------
9    Total Costs and Expenses                       $  2,414          7.5%   $  3,005          5.7%   $  4,067          4.7% 
                                                  ---------------------------------------------------------------------------
10 Total Operated Departmental Income               $  5,374          2.2%   $  8,379          7.4%   $ 12,824          7.5% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
11 Administrative and General                       $    875          7.9%   $  1,084          7.5%   $  1,422          9.2% 
12 Franchise Fees                                        130          3.7         240         19.9         292          4.2 
13 Marketing and Guest Entertainment                     351         (0.3)        379          5.4         669          5.6  
14 Property Operation and Maintenance                    802         18.1         680          6.1         835          4.1  
15 Energy Costs                                          589         (9.3)        626         (3.7)        751         (2.1) 
16 Other Unallocated Operated Departments                 --          --            3          N/C           4          N/C  
                                                  ---------------------------------------------------------------------------
17   Total Undistributed Expenses                   $  2,748          5.0%   $  3,013          5.3%   $  3,972          4.9% 
                                                  ---------------------------------------------------------------------------
18 Income before Fixed Charges                      $  2,626         (0.6)%  $  5,366          8.7%   $  8,851          8.6% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
19 Management Fees                                  $    244          2.2%   $    300        (25.6)%  $    484        (24.4)%
20 Property Taxes and Other Municipal Charges            275        (10.2)        457          3.5         675          3.2  
21 Insurance on Buildings and Contents                    90        (21.9)        124         (6.4)        178          1.0  
                                                  ---------------------------------------------------------------------------
22   Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $    609         (7.7)%  $    881         (9.8)%  $  1,337         (9.1)%
                                                  ---------------------------------------------------------------------------
23 Income before Other Fixed Charges***             $  2,017          1.7%   $  4,485         13.3%   $  7,514         12.5% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
24 Rooms Net Revenue                                $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
                                                                                                                             
Departmental Expenses:                                                                                                       
25 Salaries and Wages including Vacation            $  1,285          4.9%   $  1,548          2.8%   $  1,995          2.0% 
26 Payroll Taxes and Employee Benefits                   296          6.6         369         (4.9)        568         (0.9) 
                                                  ---------------------------------------------------------------------------
27   Subtotal                                       $  1,581          5.3%   $  1,917          1.2%   $  2,563          1.4% 
28 Laundry, Linen, and Guest Supplies                    241         17.1         197         (7.9)        204        (21.5) 
29 Commissions and Reservation Expenses                   74         12.5         158         13.5         269          5.2  
30 Complimentary Food and/or Beverage Expenses            45         22.6         196         18.5         267          8.3  
31 All Other Expenses                                    261         18.8         298         35.3         417         42.2  
                                                  ---------------------------------------------------------------------------
32   Total Rooms Expense                            $  2,202          8.5%   $  2,766          5.1%   $  3,720          3.8% 
                                                  ---------------------------------------------------------------------------
33 Rooms Departmental Income                        $  5,151          1.6%   $  8,129          7.5%   $ 12,406          7.7% 
                                                  ===========================================================================
34 Percentage of Occupancy                              64.3%         2.2%       67.3%         1.1%       73.5%         0.3% 
35 Average Daily Rate per Occupied Room             $   31.31         1.3%   $   44.34         5.7%   $   60.14         6.4% 
36 Average Size (Rooms)                                   98         (0.6)%       100         (0.2)%       116         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              79
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                         Geographic Divisions
   -----------------------------------------------------------------------------------------------------------------------------
         New England                   North                    South                    South                  Mountain
     and Middle Atlantic              Central                  Atlantic                 Central                and Pacific    
   -------------------------  -----------------------  -----------------------  -----------------------  -----------------------
                   Compared                 Compared                 Compared                 Compared                 Compared 
        1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994
   -----------------------------------------------------------------------------------------------------------------------------
<S>  <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>    
                                                                                                                                
1    $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
2         465          0.1         369          8.1         355         13.6         270         (1.9)        313          0.1  
3         240         34.0          58         36.6         166         33.3          46         (0.2)        122        (21.2) 
4         191         16.7         200         20.3         178         15.9          95          5.0         233         24.8  
   -----------------------------------------------------------------------------------------------------------------------------
5    $ 15,747          6.6%   $ 13,645          6.9%   $ 13,350         11.5%   $ 13,354          4.0%   $ 13,668          5.8% 
                                                                                                                                
                                                                                                                                
6    $  4,191          5.1%   $  3,148          4.8%   $  3,019          6.8%   $  2,958          3.1%   $  3,227          3.8% 
7         264         (5.3)        204          1.6         230          8.2         188         15.3         186          8.2  
8         209         46.4          42          N/C         118         33.4          38          N/C          75          9.6  
   -----------------------------------------------------------------------------------------------------------------------------
9    $  4,664          5.8%   $  3,394          5.1%   $  3,367          7.6%   $  3,185          4.1%   $  3,488          4.2% 
   -----------------------------------------------------------------------------------------------------------------------------
10   $ 11,083          6.9%   $ 10,252          7.5%   $  9,984         12.9%   $ 10,169          4.0%   $ 10,180          6.3% 
                                                                                                                                
                                                                                                                                
11   $  1,611          8.0%   $  1,187          5.6%   $  1,311         10.7%   $  1,118         10.4%   $  1,163          5.8% 
12        463          4.3         384          6.8         353         12.8         160         10.7         122         24.0  
13        715        (13.0)        537         10.0         575          4.2         372         13.8         530          7.3  
14        894          3.6         679         (0.3)        754          8.2         702          2.7         843         11.7  
15        945         (0.2)        645         (1.9)        725          1.2         627         (3.5)        633         (9.7) 
16          8        (40.1)        --           --            6          --            4          --          --           --   
   -----------------------------------------------------------------------------------------------------------------------------
17   $  4,636          1.2%   $  3,432          3.7%   $  3,724          7.6%   $  2,983          5.9%   $  3,290          4.6% 
   -----------------------------------------------------------------------------------------------------------------------------
18   $  6,447         11.5%   $  6,820          9.6%   $  6,260         16.4%   $  7,186          3.2%   $  6,889          7.1% 
                                                                                                                                
                                                                                                                                
19   $    544         15.2%   $    569         (3.5)%  $    387         (8.4)%  $    192          N/C    $    430        (20.4)%
20        863         15.3         640          2.6         476          0.3         518          0.3%        473          2.1  
21        107        (39.2)         98        (13.6)        146         (6.4)        174         22.2         159         (9.4) 
   -----------------------------------------------------------------------------------------------------------------------------
22   $  1,514          8.4%   $  1,307         (1.5)%  $  1,009         (4.1)%  $    884        (23.3)%  $  1,062         (9.9)%
   -----------------------------------------------------------------------------------------------------------------------------
23   $  4,933         12.4%   $  5,513         12.6%   $  5,251         21.3%   $  6,302          8.4%   $  5,828         11.0% 
   =============================================================================================================================
                                                                                                                                
                                                                                                                                
24   $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
                                                                                                                                
                                                                                                                                
25   $  2,317          2.8%   $  1,770          5.8%   $  1,637          3.0%   $  1,590          0.6%   $  1,790          2.1% 
26        693          6.8         317        (12.3)        397          1.6         488         (3.2)        480         (3.0) 
   -----------------------------------------------------------------------------------------------------------------------------
27   $  3,010          3.7%   $  2,087          2.6%   $  2,034          2.7%   $  2,078         (0.4)%  $  2,270          1.0% 
28        237         (8.1)        260          2.9         215        (12.2)        120        (38.7)        247         (2.0) 
29        306         (4.2)        234          1.0         224         15.9         136          8.3         211         14.2  
30        199         48.4         260          8.6         211         24.8         234          4.2         187          8.5  
31        440         18.1         307         25.7         334         39.6         389          N/C         311         24.3  
   -----------------------------------------------------------------------------------------------------------------------------
32   $  4,192          5.1%   $  3,148          4.8%   $  3,018          6.8%   $  2,957          3.0%   $  3,226          3.8% 
   -----------------------------------------------------------------------------------------------------------------------------
33   $ 10,659          6.8%   $  9,870          7.2%   $  9,633         12.6%   $  9,986          4.5%   $  9,774          6.7% 
   =============================================================================================================================
27       69.0%         1.3%       71.6%         0.2%       70.9%         3.7%       71.0%        (1.2)%      66.8%         0.6% 
28   $   58.94         5.0%   $   49.83         6.4%   $   48.92         7.2%   $   49.93         5.4%   $   53.28         5.3% 
29        116         (1.0)%        80          --          123         (0.2)%       122         (0.3)%        96         (0.1)%
</TABLE>

================================================================================

                                                                     (Continued)

80
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                         Property Size Classifications
                                                  ---------------------------------------------------------------------------
                                                             Under                  75 to 150                   Over
                                                           75 Rooms                   Rooms                  150 Rooms
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                 <C>             <C>      <C>             <C>      <C>            <C>    
Revenues:                                                                                                                    
   Rooms                                            $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
   Telephone                                             330         10.5         316          3.2         399          2.6  
   Other Operated Departments                             38         (7.5)         89          2.7         259         24.9  
   Rentals and Other Income                              137         42.5         150         19.3         286          5.8  
                                                  ---------------------------------------------------------------------------
     Total Revenues                                 $ 12,577          5.5%   $ 13,486          6.9%   $ 15,394          7.3% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
   Rooms                                            $  2,779          2.7%   $  3,103          5.1%   $  3,770          3.9% 
   Telephone                                             195         (0.2)        199          9.3         246          6.0  
   Other Operated Departments                             25         28.6          65          N/C         191         16.2  
                                                  ---------------------------------------------------------------------------
     Total Costs and Expenses                       $  2,999          2.7%   $  3,368          5.9%   $  4,206          4.6% 
                                                  ---------------------------------------------------------------------------
   Total Operated Departmental Income               $  9,578          6.4%   $ 10,118          7.2%   $ 11,187          8.4% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
   Administrative and General                       $  1,038          6.4%   $  1,213          8.8%   $  1,437          8.3% 
   Franchise Fees                                        332         10.1         232         14.5         297         (0.2)
   Marketing and Guest Entertainment                     465         (0.7)        485          7.8         656          1.6  
   Property Operation and Maintenance                    692          7.3         745          5.6         878          5.5  
   Energy Costs                                          576        (10.7)        673         (2.9)        803          0.8  
   Other Unallocated Operated Departments                 --          N/C           4          N/C           4          --   
                                                  ---------------------------------------------------------------------------
     Total Undistributed Expenses                   $  3,102          2.2%   $  3,352          5.8%   $  4,075          4.5% 
                                                  ---------------------------------------------------------------------------
   Income before Fixed Charges                      $  6,476          8.5%   $  6,766          7.8%   $  7,112         10.7% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
   Management Fees                                  $    775          6.5%   $    299        (33.3)%  $    388        (26.8)%
   Property Taxes and Other Municipal Charges            473          0.1         539          3.0         634          4.0  
   Insurance on Buildings and Contents                    81        (40.5)        146         (1.2)        206         14.1  
                                                  ---------------------------------------------------------------------------
     Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $  1,330         (0.6)%  $    984        (12.1)%  $  1,228         (7.0)%
                                                  ---------------------------------------------------------------------------
   Income before Other Fixed Charges***             $  5,146         11.1%   $  5,782         12.2%   $  5,884         15.3% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
   Rooms Net Revenue                                $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
                                                                                                                             
Departmental Expenses:                                                                                                       
   Salaries and Wages including Vacation            $  1,572          3.0%   $  1,691          2.7%   $  2,066          1.6% 
   Payroll Taxes and Employee Benefits                   254        (14.3)        458         (2.3)        618          3.4  
                                                  ---------------------------------------------------------------------------
     Subtotal $                                     $  1,826          0.2%   $  2,149          1.5%   $  2,684          2.0% 
   Laundry, Linen, and Guest Supplies                    320         21.1         176        (20.7)        217        (16.4) 
   Commissions and Reservation Expenses                  192         12.2         191         10.9         264         (1.1) 
   Complimentary Food and/or Beverage Expenses           194          9.9         237         13.6         163          9.8  
   All Other Expenses                                    247         (8.8)        349         49.1         442         37.8  
                                                  ---------------------------------------------------------------------------
     Total Rooms Expense                            $  2,779          2.7%   $  3,102          5.0%   $  3,770          3.9% 
                                                  ---------------------------------------------------------------------------
   Rooms Departmental Income                        $  9,293          5.8%   $  9,829          7.4%   $ 10,680          8.4% 
                                                  ===========================================================================
   Percentage of Occupancy                              69.0%         0.1%       70.2%         0.7%       69.6%         1.8% 
   Average Daily Rate per Occupied Room             $   47.93         5.0%   $   50.46         6.2%   $   56.90         5.3% 
   Average Size (Rooms)                                   54         (0.1)%       118         (0.2)%       186         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              81
<PAGE>

                              SMITH TRAVEL RESEARCH
                     HOTEL OPERATING STATISTICS 1996 REPORT
================================================================================

LIMITED-SERVICE HIGHLIGHTS

o     Limited-service hotels showed strong profitability improvement from 14.6
      percent of total revenue in 1994 to 23.0 percent in 1995.

o     Sample Characteristics:

        -   Sample comprised of 1,410 limited-service hotels.

        -   Occupancy was slightly lower at 72.7 percent...highest occupancies
            were in Southeast states.

        -   Room Rates increased 1.4 percent to $55.18...highest ADR's were in
            Middle Atlantic (New York) and Pacific (Hawaii) regions.

        -   RevPAR improved to $40.12.

o     Gross operating profit (GOP) (before management fees) improved from 45.2
      percent in 1994 to 46.6 percent in 1995...GOP was above 44 percent across
      all census regions except New England.

o     Higher priced properties generally reported higher GOP and pre-tax income.

o     Total fixed charges (including property taxes and insurance) decreased
      12.5 percent from $3,530 per available room in 1994 to $3,087 in
      1995...fixed charges were highest in Mountain and Pacific regions.

o     Payroll and related expenses, as a ratio to sales, were higher for West
      South Central and Pacific region properties...highest labor expense per
      available room was in Pacific region (Hawaii).

o     Expressed as an amount per available room, limited-service profits
      improved over 12 percent from $3,091 per room in 1994 to $3,474 in 1995
      due to GOP enhancements and reduced fixed charges.

o     Properties in the Central regions reported the highest pre-tax income
      ranging from 22.8 percent to 29.4 of total revenue, while properties in
      New England reported the lowest pre-tax income at 13.0 percent of total
      revenue.

o     Chain-Affiliated properties, with pre-tax income of 23.8 percent, were
      more profitable than the reporting Independent properties at 10.4 percent.


24
<PAGE>

Limited-Service Hotels--Statements of Operating Income & Expenses - 1995

<TABLE>
<CAPTION>
- --------------------------------     -----------------------------------------------------------------------------------------------
                                                                             Geographic Region
- --------------------------------     -----------------------------------------------------------------------------------------------
Ratios to Sales                          New     Middle     South   East North  East South  West North  West South
                                       England  Atlantic  Atlantic    Central     Central     Central     Central  Mountain  Pacific
<S>                                    <C>       <C>       <C>        <C>         <C>          <C>        <C>        <C>      <C>   
Occupancy                               66.1%     70.8%     75.0%      73.4%       74.7%        72.4%      72.3%      73.3%    68.7%
Average Size of Property (Rooms)         105       112       125        114         114          123        127        124      133
Average Rate                           $52.95    $60.23    $52.66     $53.88      $51.96       $54.46     $53.65     $58.05   $62.93

REVENUE
  Rooms                                 95.1%     95.7%     95.7%      95.9%       96.1%        95.7%      95.3%      95.1%    94.2%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Other Food & Beverage                   .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                              2.3       2.3       2.2        2.2         1.8          2.0        1.1        1.6      2.5
  Minor Operated Departments              .6       1.1        .9        1.2          .8          1.1         .5        1.0      1.3
  Rentals & Other Income                 2.0        .9       1.3         .7         1.3          1.3        3.1        2.2      2.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Revenue                        100.0%    100.0%    100.0%     100.0%      100.0%       100.0%     100.0%     100.0%   100.0%

DEPARTMENTAL EXPENSES
  Rooms                                 25.0%     24.9%     25.5%      23.6%       25.7%        27.1%      28.5%      27.2%    28.3%
  Food & Beverage                         .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                             79.4      72.5      96.4       72.7        97.1         86.5       72.2       68.5     59.4
  Other Departmental Expenses             .9        .6        .5         .5          .7           .5         .6         .8      1.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Expenses           26.5%     26.1%     27.0%      24.7%       27.1%        28.1%      28.6%      27.8%    29.2%
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Profit             73.5%     73.9%     73.0%      75.3%       72.9%        71.9%      71.4%      72.2%    70.8%

UNDISTRIBUTED OPERATING EXPENSES
  Administrative & General              12.1%     10.9%     10.0%       9.7%        9.2%         9.4%       8.3%       8.6%     9.4%
  Marketing                              3.7       3.8       4.7        4.6         4.4          5.0        3.5        4.2      4.9
  Franchise Fee                          2.8       2.5       2.0        2.0         2.1          2.0         .9        2.0      1.7
  Energy                                 7.0       6.4       5.7        5.0         4.9          4.6        4.7        4.7      5.0
  Property Operation & Maintenance       5.8       5.2       5.7        5.6         4.8          5.4        3.8        4.6      5.2
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Undistributed Operating
   Expenses                             31.3%     28.8%     28.1%      26.8%       25.5%        26.4%      21.2%      24.0%    26.0%

  GROSS OPERATING PROFIT                42.2%     45.1%     44.9%      48.5%       47.4%        45.5%      50.2%      48.2%    44.8%

  Management Fees                        2.3%      2.4%      3.2%       2.7%        3.2%         2.5%       3.9%       3.0%     2.8%
- ------------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE FIXED CHARGES*            39.9%     42.7%     41.7%      45.8%       44.2%        43.0%      46.3%      45.2%    42.0%
  Property Taxes                         4.5%      5.2%      3.1%       4.3%        2.6%         4.4%       3.8%       3.4%     3.2%
  Insurance                               .9        .9       1.0         .9         1.0          1.0        1.1        1.0      1.4
  Reserve For Replacement                 .3       1.1       1.1         .1          .2           .3         .1         .5       .6
- ------------------------------------------------------------------------------------------------------------------------------------
AMOUNT AVAILABLE FOR DEBT SERVICE
& OTHER FIXED CHARGES                   34.2%     35.5%     36.5%      40.5%       40.4%        37.3%      41.3%      40.3%    36.8%

Total Fixed Charges* (Including
  Property Taxes & Insurance)           26.9%     25.5%     19.3%      19.5%       14.8%        20.2%      18.0%      23.5%    24.9%
- ------------------------------------------------------------------------------------------------------------------------------------
Pre-Tax Income (Loss)                   13.0%     17.2%     22.4%      26.3%       29.4%        22.8%      28.3%      21.7%    17.1%
====================================================================================================================================
PAYROLL & RELATED EXPENSES
  Rooms                                 17.7%     18.2%     16.9%      15.7%       16.1%        17.7%      19.8%      17.0%    18.7%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                               .0       1.3        .7         .2          .0           .0         .0         .6       .6
  Other Operated Departments              .2        .3        .1         .1          .1           .2         .1         .2       .2
  Administrative & General               4.3       4.3       4.5        4.2         4.0          4.1        4.0        4.4      5.0
  Marketing                              1.7       1.3       1.7        1.6         1.2          1.8        1.9        1.6      1.8
  Property Operations & Maintenance      2.6       2.1       2.5        2.4         2.3          2.3        2.6        2.4      2.6
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Payroll & Related Expenses      25.6%     25.5%     25.0%      23.4%       23.1%        25.3%      27.5%      24.8%    27.2%
</TABLE>

* Total Fixed Charges does not include deductions for Replacements; but does
  include Depreciation and Amortization, Interest, Rent and Equipment Leases.

Expense ratios to sales for departmental expenses are based on their respective
departmental revenues. All other expenses are based on total revenue. Totals may
not add due to rounding.


26
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------   --------------------------------------  ---------------------------
                 Location                                     Price Category                        Size
- ----------------------------------------------   --------------------------------------  ---------------------------
                                                                                         Under 75  75-125   Over 125
 Urban   Suburban   Airport   Highway   Resort   Upscale   Mid-Price   Economy   Budget    Rooms    Rooms     Rooms
<S>       <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>      <C>      <C>       <C>   
 73.2%     73.6%     74.4%     71.3%     70.8%     76.5%     72.4%      71.9%     69.1%    68.4%    73.1%     73.4%
  150       125       134       109       172       133       123        115       109       57      108       159
$70.88    $58.55    $53.02    $49.40    $61.51    $74.44    $54.25     $47.67    $39.99   $52.05   $51.89    $61.05

 94.2%     95.3%     95.3%     96.1%     92.9%     95.1%     95.0%      96.0%     96.3%    96.2%    95.8%     94.8%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.1       2.3       1.8       1.7       2.0       2.5       1.7        1.8       2.1      2.2      1.9       2.1
  1.4       1.2        .7        .6       1.3       1.6       1.0         .6        .5       .6       .8       1.2
  2.2       1.3       2.2       1.6       3.8        .8       2.3        1.6       1.1       .9      1.4       1.9
- --------------------------------------------------------------------------------------------------------------------
100.0%    100.0%    100.0%    100.0%    100.0%    100.0%    100.0%     100.0%    100.0%   100.0%   100.0%    100.0%

 27.3%     25.4%     28.5%     25.9%     28.8%     23.5%     26.9%      26.6%     26.9%    26.2%    25.5%      6.7%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
132.0      68.3      74.3      88.3      86.4      73.8      68.4       91.2      92.9     83.1     83.0      75.2
  1.0        .8        .5        .4       1.4       1.0        .8         .5        .3       .4       .5        .9
- --------------------------------------------------------------------------------------------------------------------
 29.5%     26.6%     29.0%     26.8%     29.9%     25.2%     27.5%      27.7%     28.2%    27.5%    26.5%     27.8%
- --------------------------------------------------------------------------------------------------------------------
 70.5%     73.4%     71.0%     73.2%     70.1%     74.8%     72.5%      72.3%     71.8%    72.5%    73.5%     72.2%

  9.4%      9.6%      9.4%      9.7%     10.6%      9.2%      9.1%       9.8%     10.9%    13.1%     9.3%      9.1%
  4.7       4.9       4.1       3.8       6.3       5.7       4.2        3.8       3.6      3.7      4.4       4.6
  1.5       2.2       1.7       1.6       1.4       2.1       2.2        1.2       1.9      3.5      1.7       1.7
  4.9       5.2       5.0       5.5       5.3       4.5       4.8        5.4       7.2      6.3      5.2       5.1
  5.2       5.0       4.3       5.6       5.1       4.6       4.2        5.5       7.4      5.2      5.5       4.7
- --------------------------------------------------------------------------------------------------------------------
 25.8%     26.8%     24.5%     26.2%     28.7%     26.1%     24.5%      25.8%     30.9%    31.8%    26.1%     25.2%

 44.7%     46.6%     46.5%     47.0%     41.4%     48.7%     48.0%       6.5%      0.9%    40.7%    47.4%     47.0%

  3.3%      3.2%      3.4%      2.7%      3.2%      2.8%      3.8%       2.6%      2.2%     3.4%     2.6%     $3.5%
- --------------------------------------------------------------------------------------------------------------------
 41.4%     43.4%     43.1%     44.3%     38.2%     45.9%     44.2%      43.9%     38.7%    37.3%    44.8%     43.5%

  3.9%      3.7%      4.1%      3.6%      2.1%      3.4%      3.4%       3.9%      4.2%     3.7%     3.6%      3.9%
  1.1       1.0       1.0       1.1       1.2       1.0       1.1        1.0       1.1      1.5      1.0       1.0
   .7        .5        .2        .6        .6        .2        .0         .5       1.2      1.5       .5        .4
- --------------------------------------------------------------------------------------------------------------------
 35.7%     38.2%     37.8%     39.0%     34.3%     41.3%     39.3%      38.5%     32.2%    30.6%    39.7%     38.2%

 17.6%     22.3%     18.2%     19.8%     20.6%     18.4%     21.7%      19.7%     22.0%    33.3%    18.2%     20.4%
- --------------------------------------------------------------------------------------------------------------------
 23.8%     21.1%     24.9%     24.5%     17.6%     27.5%     22.5%      24.2%     16.7%     4.0%    26.6%     23.1%
====================================================================================================================

 17.9%     15.7%     19.7%     18.7%     19.7%     11.9%     18.1%      19.7%     20.8%    18.3%    17.4%     17.2%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.8        .1        .3        .4       5.6        .3        .4        1.2        .0       .0       .3        .9
   .3        .1        .0        .2        .4        .1        .1         .4        .7       .1       .1        .2
  4.0       4.2       4.1       4.6       5.2       3.8       4.0        4.8       4.8      4.9      4.3       4.2
  1.9       1.5       1.9       1.6       3.0       1.5       1.2        2.2       1.7       .3      1.7       2.0
  2.5       2.3       2.4       2.5       2.6       2.1       2.2        2.5       2.8      2.0      2.4       2.5
- --------------------------------------------------------------------------------------------------------------------
 25.6%     23.1%     27.2%     26.9%     29.6%     18.8%     24.7%      28.8%     30.0%    24.9%    25.2%     25.2%
</TABLE>


                                                                              27
<PAGE>

                                                                      ----------
                                                                       SPECIAL
                                                                      SUPPLEMENT
                                                                      ----------

================================================================================
TRENDS IN THE HOTEL INDUSTRY
United States Cities 1995 and 1996 Projections
================================================================================

<TABLE>
<CAPTION>
                                         Occupancy                    Average Daily Rate
                                ---------------------------------------------------------------
                                 1994     1995        1996       1994       1995        1996
                                Actual  Estimated   Projected   Actual    Estimated   Projected
                                ---------------------------------------------------------------
<S>                              <C>       <C>         <C>      <C>        <C>         <C>   
South Central Cities
   Austin, TX                    74.4%     76.0%       75.0%    $63.13     $65.50      $68.00
   Baton Rouge, LA               66.4      67.0        67.0      49.78      51.75       54.00
   Birmingham, AL                68.4      68.6        69.0      57.00      59.75       60.75
   Corpus Christi, TX            63.7      67.0        66.0      53.45      55.00       57.00
   Dallas/Fort Worth, TX         68.5      70.0        70.0      72.31      76.00       79.00
   El Paso, TX                   72.8      72.5        73.0      43.76      44.50       46.00
   Houston, TX                   64.3      64.0        65.0      67.32      71.00       74.00
   Jackson, MS                   65.6      65.0        67.0      48.90      49.20       51.00
   Knoxville, TN                 63.4      64.7        65.7      55.38      56.49       57.25
   Little Rock, AR               64.4      61.0        61.5      45.32      48.25       49.00
   Memphis, TN                   70.8      71.0        73.0      63.05      65.95       66.75
   Nashville, TN                 78.0      82.8        84.0      93.32      97.62       99.00
   New Orleans, LA               73.4      73.5        75.0      89.61      92.75       95.00
   Oklahoma City, OK             62.0      66.3        67.5      46.47      49.21       51.00
   San Antonio, TX               71.5      71.0        72.0      69.79      71.75       74.00
   Tulsa, OK                     58.8      59.2        61.0      56.79      58.54       59.00
                               -----------------       ---------------     ------------------
             Subtotal            68.6%     69.3%       70.0%    $69.56     $72.66      $75.28

Mountain and Pacific Cities

   Albuquerque, NM               73.4%     71.3%       73.0%    $63.28     $67.24      $68.00
   Billings, MT                  60.2      60.4        62.0      48.58      49.35       52.00
   Boise, ID                     75.5      75.0        75.0      58.00      62.00       64.00
   Colorado Springs, CO          69.3      69.7        71.2      59.31      62.33       63.75
   Denver, CO                    72.0      74.0        75.0      64.42      69.72       71.00
   Great Falls, MT               60.0      65.2        66.0      48.29      48.02       50.00
   Honolulu, HI                  81.1      80.2        80.5      98.82     105.00      110.00
   Los Angeles, CA               66.3      67.0        68.0      83.05      85.00       88.00
   Orange County, CA             65.5      69.0        70.0      76.50      77.34       80.24
   Phoenix, AZ                   71.4      72.9        73.0      90.13      99.34      100.00
   Portland, OR                  75.0      77.0        75.0      85.00      89.00       92.00
   Sacramento, CA                71.3      70.9        72.0      70.09      74.88       77.00
   Salt Lake City, UT            79.7      78.9        80.0      58.44      62.28       64.75
   San Diego County, CA          67.1      70.0        71.0      77.71      81.00       84.00
   San Francisco, CA             70.1      73.8        75.7     105.92     108.68      112.50
   Santa Fe, NM                  71.2      70.5        71.5     109.21     108.45      109.75
   Scottsdale, AZ                70.9      72.8        73.0     112.76     121.21      123.50
   Seattle, WA                   75.5      77.0        78.0     100.00     104.00      107.00
   Tucson, AZ                    69.2      71.6        72.0      74.25      78.68       79.00

             Subtotal            71.2%     72.5%       73.2%    $84.25     $88.41      $91.19
                               -----------------       ---------------     ------------------
             Total Cities        70.1%     71.3%       72.1%    $83.65     $87.51      $90.64
                               -----------------       ---------------     ------------------
             National Average*   68.9%     70.2%       71.2%    $81.68     $85.24      $88.10
</TABLE>

================================================================================

* Average property size: 210 rooms.


                                                                              15
<PAGE>

                              Washington East Area
                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                    OCCUPANCY             ROOM RATE                 ROOM SUPPLY              ROOM DEMAND            
                    --------------------  -----------------------   -----------------------  -----------------------
                    CURRENT  PRIOR  %     CURRENT    PRIOR   %      CURRENT    PRIOR   %     CURRENT    PRIOR   %   
YEAR  MONTH         YEAR     YEAR   CHNG  YEAR       YEAR    CHNG   YEAR       YEAR    CHNG  YEAR       YEAR    CHNG
- ----  ---------     -----    -----  ----  -----      -----   ----   -----      -----   ----  -----      -----   ----
<C>   <S>           <C>      <C>     <C>    <C>      <C>      <C>    <C>       <C>      <C>   <C>      <C>      <C> 
1990  January       42.0     38.3    9.7    36.55    35.41    3.2    272831    267406   2.0   114703   102362   12.1
1990  February      49.3     46.0    7.2    38.38    34.86   10.1    246428    241528   2.0   121366   111093    9.2
1990  March         57.9     55.0    5.3    40.39    35.33   14.3    273823    270506   1.2   158522   148860    6.5
1990  April         65.9     60.6    8.7    38.86    37.13    4.7    264990    264030    .4   174504   159879    9.1
1990  May           72.2     64.6   11.8    40.43    38.91    3.9    273823    272831    .4   197575   176278   12.1
1990  June          76.5     73.4    4.2    41.04    38.30    7.2    264990    264030    .4   202836   193883    4.6
1990  July          73.9     72.8    1.5    42.94    39.83    7.8    273823    272831    .4   202467   198678    1.9
1990  August        79.5     80.5   -1.2    43.42    39.21   10.7    273823    272831    .4   217795   219673    -.9
1990  September     70.6     74.8   -5.6    43.25    39.27   10.1    264990    264030    .4   187132   197619   -5.3
1990  October       64.3     67.4   -4.6    41.79    39.49    5.8    273823    272831    .4   176152   183993   -4.3
1990  November      52.2     52.6    -.8    39.17    36.66    6.8    264990    264030    .4   138349   138891    -.4
1990  December      38.8     40.1   -3.2    40.50    36.34   11.4    273823    272831    .4   106257   109282   -2.8
                    ------------------------------------------------------------------------------------------------
      TOTAL 1990    62.0     60.6    2.3    40.89    37.92    7.8   3222157   3199715    .7  1997658  1940491    2.9

      ROOM SAMPLE PERCENT - 26.5 %      Number of Sample Properties - 27    Number of Census Properties - 139

1991  January       39.7     42.0   -5.5    39.49    36.55    8.0    273823    272831    .4   108719   114703   -5.2
1991  February      44.8     49.3   -9.1    40.58    38.38    5.7    247324    246428    .4   110792   121366   -8.7
1991  March         53.3     57.9    7.9    40.99    40.39    1.5    273823    273823    .0   146020   158522   -7.9
1991  April         63.1     65.9   -4.2    41.03    38.86    5.6    264990    264990    .0   167102   174504   -4.2
1991  May           71.0     72.2   -1.7    43.22    40.43    6.9    273823    273823    .0   194391   197575   -1.6
1991  June          75.7     76.5   -1.0    43.68    41.04    6.4    264990    264990    .0   200704   202836   -1.1
1991  July          77.0     73.9    4.2    44.81    42.94    4.4    273823    273823    .0   210814   202467    4.1
1991  August        75.2     79.5   -5.4    44.50    43.42    2.5    273823    273823    .0   205852   217795   -5.5
1991  September     74.2     70.6    5.1    42.71    43.25   -1.2    264990    264990    .0   196576   187132    5.0
1991  October       69.0     64.3    7.3    42.12    41.79     .8    273823    273823    .0   188839   176152    7.2
1991  November      52.0     52.2    -.4    41.17    39.17    5.1    264990    264990    .0   137710   138349     .5
1991  December      39.4     38.8    1.5    40.70    40.50     .5    273823    273823    .0   107807   106257    1.5
                    ------------------------------------------------------------------------------------------------
      TOTAL 1991    61.3     62.0   -1.1    42.43    40.89    3.8   3224045   3222157    .1  1975326  1997658   -1.1

      ROOM SAMPLE PERCENT - 28.6 %      Number of Sample Properties - 29    Number of Census Properties - 139
</TABLE>

                     ROOM REVENUE
                     -------------------------
                     CURRENT    PRIOR     %
YEAR  MONTH          YEAR       YEAR      CHWG
- ----  ---------      -----      -----     ----
1990  January        4192490    3624174   15.7
1990  February       4657543    3872552   20.3
1990  March          6403230    5259475   21.7
1990  April          6781561    5935540   14.3
1990  May            7987048    6859058   16.4
1990  June           8324662    7425220   12.1
1990  July           8694083    7912837    9.9
1990  August         9457344    8614470    9.8
1990  September      8093401    7760175    4.3
1990  October        7361667    7265411    1.3
1990  November       5418621    5091660    6.4
1990  December       4303444    3971567    8.4
                    --------------------------
      TOTAL 1990    81675094   73592139   11.0



1991  January        4293293    4192490    2.4
1991  February       4496433    4657543   -3.5
1991  March          5985491    6403230   -6.5
1991  April          6855845    6781561    1.1
1991  May            8402542    7987048    5.2
1991  June           8765787    8324662    5.3
1991  July           9447346    8694083    8.7
1991  August         9160011    9457344   -3.1
1991  September      8396036    8093401    3.7
1991  October        7953916    7361667    8.0
1991  November       5669533    5418621    4.6
1991  December       4387236    4303444    1.9
                    --------------------------
      TOTAL 1991    83813469   81675094    2.6
<PAGE>

                              Washington East Area
                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                    OCCUPANCY             ROOM RATE                 ROOM SUPPLY              ROOM DEMAND            
                    --------------------  -----------------------   -----------------------  -----------------------
                    CURRENT  PRIOR  %     CURRENT    PRIOR   %      CURRENT    PRIOR   %     CURRENT    PRIOR   %   
YEAR  MONTH         YEAR     YEAR   CHNG  YEAR       YEAR    CHNG   YEAR       YEAR    CHNG  YEAR       YEAR    CHNG
- ----  ---------     -----    -----  ----  -----      -----   ----   -----      -----   ----  -----      -----   ----
<C>   <S>           <C>      <C>     <C>    <C>      <C>      <C>    <C>       <C>      <C>   <C>      <C>      <C> 
1992  January       41.7     39.7     5.0   41.94    39.49     6.2    275714    273823   .7    114852   108719   5.6
1992  February      49.3     44.8    10.0   42.42    40.55     4.5    249032    247324   .7    122852   110792  10.9
1992  March         60.2     53.3    12.9   42.03    40.99     2.5    275714    273823   .7    166064   146020  13.7
1992  April         64.5     63.1     2.2   43.90    41.03     7.0    266820    264990   .7    172048   167102   3.0
1992  May           72.4     71.0     2.0   45.90    43.22     6.2    275714    273823   .7    199519   194391   2.6
1992  June          79.7     75.7     5.3   45.54    43.68     4.3    266820    264990   .7    212754   200704   6.0
1992  July          80.0     77.0     3.9   46.42    44.81     3.6    275714    273823   .7    220658   210814   4.7
1992  August        78.5     75.2     4.4   45.53    44.50     2.3    275714    273823   .7    216478   205852   5.2
1992  September     75.1     74.2     1.2   45.13    42.71     5.7    266820    264990   .7    200348   196576   1.9
1992  October       66.8     69.0    -3.2   44.72    42.12     6.2    275714    273823   .7    184266   188839  -2.4
1992  November      49.9     52.0    -4.0   43.03    41.17     4.5    266820    264990   .7    133217   137710  -3.3
1992  December      41.1     39.4     4.3   43.10    40.70     5.9    275714    273823   .7    113409   107807   5.2
                    ------------------------------------------------------------------------------------------------
      TOTAL 1992    63.3     61.3     3.3   44.45    42.43     4.8   3246310   3224045   .7   2056465  1975326   4.1

      ROOM SAMPLE PERCENT - 29.6 %      Number of Sample Properties - 31    Number of Census Properties - 140

1993  January       39.6     41.7    -5.0   42.70    41.94     1.8    275714    275714   .0    109295   114852  -4.8
1993  February      47.9     49.3    -2.8   44.49    42.42     4.9    249032    249032   .0    119211   122852  -3.0
1993  March         57.5     60.2    -4.5   44.28    42.03     5.4    275714    275714   .0    158471   166064  -4.6
1993  April         61.9     64.5    -4.0   46.54    43.90     6.0    269670    266820  1.1    166829   172048  -3.0
1993  May           68.0     72.4    -6.1   47.83    45.90     4.2    278659    275714  1.1    189454   199519  -5.0
1993  June          76.1     79.7    -4.5   47.88    45.54     5.1    269670    266820  1.1    205112   212754  -3.6
1993  July          79.6     80.0     -.5   50.02    46.42     7.8    280674    275714  1.8    223475   220658   1.3
1993  August        80.2     78.5     2.2   49.36    45.53     8.4    280674    275714  1.8    225183   216478   4.0
1993  September     79.2     75.1     5.5   48.50    45.13     7.5    271620    266820  1.8    215044   200348   7.3
1993  October       67.9     66.8     1.6   47.63    44.72     6.5    280674    275714  1.8    190682   184266   3.5
1993  November      48.3     49.9    -3.2   42.53    43.03    -1.2    271620    266820  1.8    131136   133217  -1.6
1993  December      41.7     41.1     1.5   44.76    43.10     3.9    280674    275714  1.8    117062   113409   3.2
                    ------------------------------------------------------------------------------------------------
      TOTAL 1993    62.4     63.3    -1.4   46.93    44.45     5.6   3284395   3246310  1.2   2050954  2056465   -.3

      ROOM SAMPLE PERCENT - 30.1 %      Number of Sample Properties - 30   Number of Census Properties  - 142
</TABLE>

                        ROOM REVENUE
                        -------------------------
                        CURRENT    PRIOR     %
YEAR  MONTH             YEAR       YEAR      CHWG
- ----  ---------         -----      -----     ----
1992  January            4816387    4293293  12.2
1992  February           5211870    4496433  15.9
1992  March              6980480    5985491  16.6
1992  April              7552119    6855845  10.2
1992  May                9157117    8402542   9.0
1992  June               9689367    8765787  10.5
1992  July              10241960    9447346   8.4
1992  August             9857282    9160011   7.6
1992  September          9042526    8396036   7.7
1992  October            8239901    7953916   3.6
1992  November           5732157    5669533   1.1
1992  December           4888079    4387236  11.4
                    -----------------------------
      TOTAL 1992        91409245   83813469   9.1



1993  January            4667365    4816387  -3.1
1993  February           5303740    5211870   1.8
1993  March              7016982    6980480    .5
1993  April              7764137    7552119   2.8
1993  May                9060863    9157117  -1.1
1993  June               9821677    9689367   1.4
1993  July              11178917   10241960   9.1
1993  August            11114954    9857282  12.8
1993  September         10429248    9042526  15.3
1993  October            9081532    8239901  10.2
1993  November           5577057    5732157  -2.7
1993  December           5240166    4888079   7.2
                    -----------------------------
      TOTAL 1993        96256638   91409245   5.3
<PAGE>

                              Washington East Area
                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                    OCCUPANCY             ROOM RATE                 ROOM SUPPLY              ROOM DEMAND            
                    --------------------  -----------------------   -----------------------  -----------------------
                    CURRENT  PRIOR  %     CURRENT    PRIOR   %      CURRENT    PRIOR   %     CURRENT    PRIOR   %   
YEAR  MONTH         YEAR     YEAR   CHNG  YEAR       YEAR    CHNG   YEAR       YEAR    CHNG  YEAR       YEAR    CHNG
- ----  ---------     -----    -----  ----  -----      -----   ----   -----      -----   ----  -----      -----   ----
<C>                 <C>      <C>     <C>    <C>      <C>      <C>    <C>       <C>      <C>   <C>      <C>      <C> 
1994  January       41.7     39.6     5.3   45.12    42.70     5.7    280674    275714  1.8    116941   109295   7.0
1994  February      52.6     47.9     9.8   48.31    44.49     8.6    253512    249032  1.8    133463   119211  12.0
1994  March         63.1     57.5     9.7   48.96    44.28    10.6    280674    275714  1.8    177134   158471  11.8
1994  April         67.4     61.9     8.9   47.98    46.54     3.1    274170    269670  1.7    184831   166829  10.8
1994  May           70.7     68.0     4.0   50.12    47.83     4.8    283309    278659  1.7    200253   189454   5.7
1994  June          78.1     76.1     2.6   50.76    47.88     6.0    274170    269670  1.7    214125   205112   4.4
1994  July          76.5     79.6    -3.9   51.88    50.02     3.7    285045    280674  1.6    218064   223475  -2.4
1994  August        79.7     80.2     -.6   52.61    49.36     6.6    288889    280674  2.9    230382   225183   2.3
1994  September     74.9     79.2    -5.4   52.07    48.50     7.4    279570    271620  2.9    209308   215044  -2.7
1994  October       68.1     67.9      .3   50.80    47.63     6.7    288889    280674  2.9    196792   190682   3.2
1994  November      51.5     48.3     6.6   46.76    42.53     9.9    279570    271620  2.9    143968   131136   9.8
1994  December      42.7     41.7     2.4   49.53    44.76    10.7    288889    280674  2.9    123297   117062   5.3
                    ------------------------------------------------------------------------------------------------
      TOTAL 1994    64.0     62.4     2.6   49.96    46.93     6.5   3357361   3284395  2.2   2148558  2050954   4.8

      ROOM SAMPLE PERCENT - 32.8 %      Number of Sample Properties - 35    Number of Census Properties - 146

1995  January       43.1     41.7     3.4   47.95    45.12    6.3     288889    280674  2.9    124535   116941   6.5
1995  February      49.8     52.6    -5.3   48.48    48.31     .4     262696    253512  3.6    130777   133463  -2.0
1995  March         61.3     63.1    -2.9   48.93    48.96    -.1     290842    280674  3.6    178368   177134    .7
1995  April         63.6     67.4    -5.6   49.19    47.98    2.5     281460    274170  2.7    178998   184831  -3.2
1995  May           72.0     70.7     1.8   51.59    50.12    2.9     296577    283309  4.7    213593   200253   6.7
1995  June          76.1     78.1    -2.6   53.82    50.76    6.0     287010    274170  4.7    218410   214125   2.0
1995  July          73.7     76.5    -3.7   54.20    51.88    4.5     296577    285045  4.0    218456   218064    .2
1995  August        77.8     79.7    -2.4   54.55    52.61    3.7     296577    288889  2.7    230710   230382    .1
1995  September     75.6     74.9      .9   53.68    52.07    3.1     288600    279570  3.2    218227   209308   4.3
1995  October       62.7     68.1    -7.9   51.09    50.80     .6     298220    288889  3.2    187064   196792  -4.9
1995  November      49.5     51.5    -3.9   48.56    46.76    3.8     288600    279570  3.2    142827   143968   -.8
1995  December      38.6     42.7    -9.6   50.38    49.53    1.7     298220    288889  3.2    115069   123297  -6.7
                    ------------------------------------------------------------------------------------------------
      TOTAL 1995    62.1     64.0    -3.0   51.48    49.96    3.0    3474268   3357361  3.5   2157034  2148558    .4

      ROOM SAMPLE PERCENT - 32.7 %      Number of Sample Properties - 37    Number of Census Properties - 150
</TABLE>

                        ROOM REVENUE
                        --------------------------
                        CURRENT     PRIOR     %
YEAR  MONTH             YEAR        YEAR      CHWG
- ----  ---------         -----       -----     ----
1994  January             5276518     4667365  13.1
1994  February            6447564     5303740  21.6
1994  March               8673350     7016982  23.6
1994  April               8868607     7764137  14.2
1994  May                10037057     9060863  10.8
1994  June               10868852     9821677  10.7
1994  July               11313545    11178917   1.2
1994  August             12120581    11114954   9.0
1994  September          10898255    10429248   4.5
1994  October             9996734     9081532  10.1
1994  November            6731660     5577057  20.7
1994  December            6107254     5240166  16.5
                        ---------------------------
      TOTAL 1994        107339977    96256638  11.5



1995  January             5971689     5276518  13.2
1995  February            6339614     6447564  -1.7
1995  March               8726711     8673350    .6
1995  April               8805043     8868607   -.7
1995  May                11019888    10037057   9.8
1995  June               11754390    10868852   8.1
1995  July               11839670    11313545   4.7
1995  August             12584463    12120581   3.8
1995  September          11714000    10898255   7.5
1995  October             9557695     9996734  -4.4
1995  November            6935322     6731660   3.0
1995  December            5797652     6107254  -5.1
                        ---------------------------
      TOTAL 1995        111046137   107339977   3.5
<PAGE>

                              Washington East Area
                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                    OCCUPANCY             ROOM RATE                 ROOM SUPPLY              ROOM DEMAND             
                    --------------------  -----------------------   -----------------------  ----------------------- 
                    CURRENT  PRIOR  %     CURRENT    PRIOR   %      CURRENT    PRIOR   %     CURRENT    PRIOR   %    
YEAR  MONTH         YEAR     YEAR   CHNG  YEAR       YEAR    CHNG   YEAR       YEAR    CHNG  YEAR       YEAR    CHNG 
- ----  ---------     -----    -----  ----  -----      -----   ----   -----      -----   ----  -----      -----   ---- 
<C>                 <C>      <C>    <C>     <C>      <C>      <C>    <C>       <C>      <C>   <C>      <C>      <C>  
1996  January       37.7     43.1   -12.5   50.45    47.95    5.2     298220    288889  3.2    112327   124535   -9.8
1996  February      46.7     49.8    -6.2   50.43    48.48    4.0     269360    262696  2.5    125719   130777   -3.9
1996  March         55.3     61.3    -9.8   49.60    48.93    1.4     299863    290842  3.1    165907   178368   -7.0
1996  April         57.7     63.6    -9.3   50.39    49.19    2.4     290190    281460  3.1    167376   178998   -6.5
1996  May           62.3     72.0   -13.5   53.12    51.59    3.0     299863    296577  1.1    186817   213593  -12.5
1996  June          70.3     76.1    -7.6   54.85    53.82    1.9     290190    287010  1.1    204001   218410   -6.6
1996  July          68.7     73.7    -6.8   55.61    54.20    2.6     300483    296577  1.3    206452   218456   -5.5
1996  August        70.4     77.8    -9.5   56.10    54.55    2.8     305133    296577  2.9    214704   230710   -6.9
1996  September     67.5     75.6   -10.7   53.27    53.68    -.8     297390    288600  3.0    200625   218227   -8.1
                    -------------------------------------------------------------------------------------------------
      TOTAL 1996    59.8     66.1    -9.5   53.03    51.84    2.3    2650692   2589228  2.4   1583928  1712074   -7.5

      ROOM SAMPLE PERCENT - 34.7 %      Number of Sample Properties - 41    Number of Census Properties -154
</TABLE>

                       ROOM REVENUE
                       -------------------------
                       CURRENT    PRIOR     %
YEAR  MONTH            YEAR       YEAR      CHWG
- ----  ---------        -----      -----     ----
1996  January           5667023    5971689  -5.1
1996  February          6339607    6339614   -.0
1996  March             8228935    8726711  -5.7
1996  April             8434454    8805043  -4.2
1996  May               9924479   11019888  -9.9
1996  June             11188942   11754390  -4.8
1996  July             11480981   11839670  -3.0
1996  August           12044982   12584463  -4.3
1996  September        10686731   11714000  -8.8
                       -------------------------
      TOTAL 1996       83996134   88755468  -5.4

      SOURCE: SMITH TRAVEL RESEARCH - The information contained in this report
                                      is based upon independent surveys and
                                      research from sources considered reliable
                                      but no representation is made as to its
                                      completeness or accuracy. This information
                                      is in no way to be construed as a
                                      recommendation by Smith Travel Research of
                                      any industry standard and is intended
                                      solely for the internal purposes of your
                                      company and should not be published in any
                                      manner unless authorized by Smith Travel
                                      Research.
<PAGE>

<TABLE>
<CAPTION>
                         LIST OF PROPERTIES INCLUDED IN
                              Washington East Area

                                                                                      11/07/96 Page:      1
                                                                       Zip                                    
STR CODE    Name of Establishment           City               ST     Code        Telephone      YEAR ROOMS   
- --------    -----------------------------   ---------------    --     -----       -------------- ----------   
   <C>      <S>                             <C>                <C>    <C>         <C>            <C>     <C>  
   17873    PONDEROSA                       GOLDENDALE         WA     98620       (509) 773-5842         28
   12438    FARVUE MOTEL                    GOLDENDALE         WA     98620       (509) 773-5881 8406    48
   30010    ORCHARD INN                     WENATCHEE          WA     98801       (509) 662-3443        105
   33441    HOLIDAY INN EXPRESS WENATCHEE   WENATCHEE          WA     98801       (509) 663-6355 9609    70
   19509    BEST WESTERN HERITAGE INN       WENATCHEE          WA     98801       (509) 664-6565 9307    65
    9463    STARLITE MOTEL                  WENATCHEE          WA     98801       (509) 663-8115         34
   12470    TRAVELODGE WENATCHEE SCOTTYS    WENATCHEE          WA     98801       (509) 662-8165         50   
    9671    RED LION WENATCHEE/INN          WENATCHEE          WA     98801       (509) 663-0711        149   
   17960    CHIEFTAIN MOTEL                 WENATCHEE          WA     98801       (509) 663-8141        105
    7530    WELCOME INN                     WENATCHEE          WA     98801       (509) 663-7121         38
    5046    HOLIDAY LODGE                   WENATCHEE          WA     98801       (509) 663-8167         60
    5712    VAGABOND INN WENATCHEE          WENATCHEE          WA     98801       (509) 663-8133         41   
   17959    AVENUE MOTEL                    WENATCHEE          WA     98801       (509) 663-7161         39
    3778    WESTCOAST WENATCHEE CENTER      WENATCHEE          WA     98801       (509) 662-1234        150
   17962    UPTOWNER                        WENATCHEE          WA     98801       (509) 663-8516         22
    3779    RIVERS INN                      EAST WENATCHEE     WA     98802       (509) 884-1474         54
   17961    FOUR SEASONS INN                EAST WENATCHEE     WA     98802       (509) 884-6611        100
   31872    WEDGE MOUNTAIN INN              LEAVENWORTH        WA     98815       (509) 548-6694         28
   17856    VILLAGE INN                     CASHMERE           WA     98815       (509) 782-3522         21
   17860    CAMPBELLS LODGE                 CHELAN             WA     98816       (509) 682-2561        148
   17863    DARNELLS MOTEL                  CHELAN             WA     98816       (509) 682-2015         38
   30817    APPLE INN MOTEL                 CHELAN             WA     98816       (509) 682-4044         41
   30820    WESTVIEW RESORT MOTEL           CHELAN             WA     98816       (509) 682-4396         25
   17862    CARAVEL RESORT                  CHELAN             WA     98816       (509) 682-2582         59
    7514    TRAVELODGE EPHRATA              EPHRATA            WA     98823       (509) 754-4651         28   
   31898    BAYERN ON THE RIVER             LEAVENWORTH        WA     98826       (509) 548-5875         26
   31900    EVERGREEN INN                   LEAVENWORTH        WA     98826       (509) 548-5515         41
   31903    OBERTAL MOTOR INN               LEAVENWORTH        WA     98826       (509) 548-5204         25
   31895    ALPEN INN                       LEAVENWORTH        WA     98826       (509) 548-4326         40
   31902    LINDERHOF MOTOR INN             LEAVENWORTH        WA     98826       (509) 548-5283         26
   31153    BUDGET HOST INN CANYONS INN     LEAVENWORTH        WA     98826       (509) 548-7992         32
   31899    ENZIAN MOTOR INN                LEAVENWORTH        WA     98826       (509) 548-5269        104
   28959    BEST WESTERN ICICLE INN         LEAVENWORTH        WA     98826       (509) 548-7000  208    65   
   17879    DER RITTERHOF MOTOR INN         LEAVENWORTH        WA     98826       (509) 548-5845         51
   21085    RIVERS EDGE LODGE               LEAVENWORTH        WA     98826       (509) 548-7612         23
   30819    MOUNTAIN VIEW LODGE             MANSON             WA     98831       (509) 687-9505         32
   33607    FREESTONE INN                   MAZAMA             WA     98833       (509) 996-3906 9607    20   
    7517    TRAVELODGE MOSES LAKE           MOSES LAKE         WA     98837       (509) 765-8631         40   

<CAPTION>
                                             RESPONSE REPORT                       Report #: Res-14
                                            ------ 1995 ------  ------------------ 1996 -------------------
STR CODE    Name of Establishment           SEP  OCT  NOV  DEC  JAN  FEB  MAR  APR  MAY  JUN  JUL  AUG  SEP
- --------    -----------------------------   ------------------  -------------------------------------------
   <C>      <S>                             <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>
   17873    PONDEROSA                       
   12438    FARVUE MOTEL                    
   30010    ORCHARD INN                     
   33441    HOLIDAY INN EXPRESS WENATCHEE   
   19509    BEST WESTERN HERITAGE INN       
    9463    STARLITE MOTEL                  
   12470    TRAVELODGE WENATCHEE SCOTTYS     X    X    X    X    X                   X    X    X    X    X 
    9671    RED LION WENATCHEE/INN           X    X    X    X    X    X    X    X    X    X    X    X    X 
   17960    CHIEFTAIN MOTEL                 
    7530    WELCOME INN                     
    5046    HOLIDAY LODGE                   
    5712    VAGABOND INN WENATCHEE           X    X    X    X    X    X    X    X    X    X    X    X    X
   17959    AVENUE MOTEL                    
    3778    WESTCOAST WENATCHEE CENTER      
   17962    UPTOWNER                        
    3779    RIVERS INN                      
   17961    FOUR SEASONS INN                
   31872    WEDGE MOUNTAIN INN              
   17856    VILLAGE INN                     
   17860    CAMPBELLS LODGE                 
   17863    DARNELLS MOTEL                  
   30817    APPLE INN MOTEL                 
   30820    WESTVIEW RESORT MOTEL           
   17862    CARAVEL RESORT                  
    7514    TRAVELODGE EPHRATA               X    X    X    X    X    X    X    X    X    X    X    X    X
   31898    BAYERN ON THE RIVER             
   31900    EVERGREEN INN                   
   31903    OBERTAL MOTOR INN               
   31895    ALPEN INN                       
   31902    LINDERHOF MOTOR INN             
   31153    BUDGET HOST INN CANYONS INN     
   31899    ENZIAN MOTOR INN                
   28959    BEST WESTERN ICICLE INN          X    X    X    X    X    X    X    X    X    X    X    X    X
   17879    DER RITTERHOF MOTOR INN         
   21085    RIVERS EDGE LODGE               
   30819    MOUNTAIN VIEW LODGE             
   33607    FREESTONE INN                                                                                X
    7517    TRAVELODGE MOSES LAKE            X    X    X    X    X    X    X    X    X    X    X    X    X
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                         LIST OF PROPERTIES INCLUDED IN
                              Washington East Area

                                                                                      11/07/96 Page:      2
                                                                       Zip                                    
STR CODE    Name of Establishment           City               ST     Code        Telephone      YEAR ROOMS   
- --------    -----------------------------   ---------------    --     -----       -------------- ----------   
   <C>      <S>                             <C>                <C>    <C>         <C>            <C>     <C>  
   17888    EL RANCHO                       MOSES LAKE         WA     98837       (509) 765-9173 5006    21
   25110    MAPLES                          MOSES LAKE         WA     98837       (509) 765-5665         44
    5707    IMPERIAL INN                    MOSES LAKE         WA     98837       (509) 765-8626         29
   17889    MOSES LAKE                      MOSES LAKE         WA     98837       (509) 765-1777         30
   12473    LAKESHORE MOTEL                 MOSES LAKE         WA     98837       (509) 765-9201         33
    6614    MOTEL 6 MOSES LAKE              MOSES LAKE         WA     98837       (509) 766-0250        111   
    3760    BEST WESTERN HALLMARK INN & CO  MOSES LAKE         WA     98837       (509) 765-9211 7300   162
   24808    OASIS BUDGET INN                MOSES LAKE         WA     98837       (509) 765-8636 8804    36
   23468    SUPER 8 MOSES LAKE              MOSES LAKE         WA     98837       (509) 765-8886 8500    62
   12480    SHILO INN MOSES LAKE            MOSES LAKE         WA     98837       (509) 765-9317 8903   100
   30413    HOLIDAY INN EXPRESS TRAVEL PLA  MOSES LAKE         WA     98837       (509) 766-2000 9408    75   
   31927    PONDEROSA MOTOR LODGE           OKANOGAN           WA     98840       (509) 422-0400         25
   17906    CEDARS INN                      OKANOGAN           WA     98840       (509) 422-6431         78
    7518    THRIFTLODGE OMAK                OMAK               WA     98841       (509) 826-0400         60   
   31928    LEISURE VILLAGE MOTEL           OMAK               WA     98841       (509) 826-4442         33
   17907    NICHOLAS                        OMAK               WA     98841       (509) 826-4611         22
   30818    LAKE PATEROS MOTOR INN          PATEROS            WA     98846       (509) 923-2207         30
    5044    VILLAGER INN                    QUINCY             WA     98848       (509) 787-3515         21
   31953    INN AT SOAP LAKE                SOAP LAKE          WA     98851       (509) 246-1132         23
   31957    RED APPLE INN                   TONASKET           WA     98855       (509) 486-2119         21
   31959    IDLE A WHILE MOTEL              TWISP              WA     98856       (509) 997-3222         25
   17966    WINTHROP INN                    WINTHROP           WA     98862       (509) 996-2217         30
   17967    SUN MOUNTAIN                    WINTHROP           WA     98862       (509) 996-2211 6804    87   
   23515    MARIGOT                         WINTHROP           WA     98862       (509) 996-3100         64
   32011    VIRGINIAN RESORT                WINTHROP           WA     98862       (509) 996-2535         42
   17970    CLOSED HOLIDAY MOTOR HOTEL      YAKIMA             WA     98901       (509) 248-6666          0
   25207    RED APPLE INN                   YAKIMA             WA     98901       (509) 248-7150 6006    58
   17968    COLONIAL MOTOR INN              YAKIMA             WA     98901       (509) 453-8981         53
    9673    RED LION YAKIMA VALLEY/INN      YAKIMA             WA     98901       (509) 248-7850        209   
   17971    SUN COUNTRY INN                 YAKIMA             WA     98901       (509) 248-5650         70
   25211    ALL STAR MOTEL                  YAKIMA             WA     98901       (509) 452-7111 6006    49
   17969    BIG VALLEY MOTEL                YAKIMA             WA     98901       (509) 248-3393         63
   12527    KNIGHTS INN MOTEL               YAKIMA             WA     98901       (509) 453-5615         52
    6620    MOTEL 6 YAKIMA                  YAKIMA             WA     98901       (509) 454-0080         95   
   23023    BEST WESTERN RIO MIRADA MOTOR   YAKIMA             WA     98901       (509) 457-4444 8500    96
   31474    BEST WESTERN OXFORD SUITES      YAKIMA             WA     98901       (509) 457-9000 9505   107
    9465    BALI HAI MOTEL                  YAKIMA             WA     98901       (509) 452-7178         28
    9672    RED LION YAKIMA/INN             YAKIMA             WA     98901       (509) 453-0391         58   

<CAPTION>
                                             RESPONSE REPORT                       Report #: Res-14
                                            ------ 1995 ------  ------------------ 1996 -------------------
STR CODE    Name of Establishment           SEP  OCT  NOV  DEC  JAN  FEB  MAR  APR  MAY  JUN  JUL  AUG  SEP
- --------    -----------------------------   ------------------  -------------------------------------------
   <C>      <S>                             <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>
   17888    EL RANCHO                       
   25110    MAPLES                          
    5707    IMPERIAL INN                    
   17889    MOSES LAKE                      
   12473    LAKESHORE MOTEL                 
    6614    MOTEL 6 MOSES LAKE                X    X    X    X    X    X    X    X    X    X    X    X    X
    3760    BEST WESTERN HALLMARK INN & CO  
   24808    OASIS BUDGET INN                
   23468    SUPER 8 MOSES LAKE              
   12480    SHILO INN MOSES LAKE            
   30413    HOLIDAY INN EXPRESS TRAVEL PLA    X    X    X    X    X    X    X    X    X    X    X    X    X
   31927    PONDEROSA MOTOR LODGE           
   17906    CEDARS INN                      
    7518    THRIFTLODGE OMAK                  X    X    X    X    X    X    X    X    X    X    X    X    X
   31928    LEISURE VILLAGE MOTEL           
   17907    NICHOLAS                        
   30818    LAKE PATEROS MOTOR INN          
    5044    VILLAGER INN                    
   31953    INN AT SOAP LAKE                
   31957    RED APPLE INN                   
   31959    IDLE A WHILE MOTEL              
   17966    WINTHROP INN                    
   17967    SUN MOUNTAIN                      X    X    X    X    X    X    X    X    X    X    X    X    X
   23515    MARIGOT                         
   32011    VIRGINIAN RESORT                
   17970    CLOSED HOLIDAY MOTOR HOTEL      
   25207    RED APPLE INN                   
   17968    COLONIAL MOTOR INN              
    9673    RED LION YAKIMA VALLEY/INN        X    X    X    X    X    X    X    X    X    X    X    X    X
   17971    SUN COUNTRY INN                 
   25211    ALL STAR MOTEL                  
   17969    BIG VALLEY MOTEL                
   12527    KNIGHTS INN MOTEL               
    6620    MOTEL 6 YAKIMA                    X    X    X    X    X    X    X    X    X    X    X    X    X
   23023    BEST WESTERN RIO MIRADA MOTOR   
   31474    BEST WESTERN OXFORD SUITES      
    9465    BALI HAI MOTEL                  
    9672    RED LION YAKIMA/INN               X    X    X    X    X    X    X    X    X    X    X    X    X
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                         LIST OF PROPERTIES INCLUDED IN
                              Washington East Area

                                                                                      11/07/96 Page:      3
                                                                       Zip                                    
STR CODE    Name of Establishment           City               ST     Code        Telephone      YEAR ROOMS   
- --------    -----------------------------   ---------------    --     -----       -------------- ----------   
   <C>      <S>                             <C>                <C>    <C>         <C>            <C>     <C>  
    5713    VAGABOND INN YAKIMA             YAKIMA             WA     98901       (509) 457-6155         37   
    1225    HOLIDAY INN YAKIMA              YAKIMA             WA     98901       (509) 452-6511        171   
   17972    CAVANAUGH'S TOWNE PLAZA MOTOR   YAKIMA             WA     98901       (509) 248-5900        152
    7531    TRAVELODGE YAKIMA               YAKIMA             WA     98901       (509) 453-7151         49   
    9464    RED CARPET MOTOR INN            YAKIMA             WA     98902       (509) 457-1131         31
    8832    SUPER 8 YAKIMA/UNION GAP        UNION GAP          WA     98903       (509) 248-8880 8409    95
   17973    DAYS INN YAKIMA                 YAKIMA             WA     98903       (509) 248-9700        100   
    3780    QUALITY YAKIMA                  YAKIMA             WA     98903       (509) 248-6924 7200    85   
   31873    STEWART LODGE                   CLE ELUM           WA     98922       (509) 674-4548         36
   31874    TIMBER LODGE MOTEL              CLE ELUM           WA     98922       (509) 674-5966         29
    9446    CEDARS MOTEL                    CLE ELUM           WA     98922       (509) 674-5535         32
   31878    I-90 INN MOTEL                  ELLENSBURG         WA     98926       (509) 925-9844         72
   32431    HOLIDAY INN EXPRESS ELLENSBURG  ELLENSBURG         WA     98926       (800) 465-4329 9613    50
    9449    REGALODGE                       ELLENSBURG         WA     98926       (509) 925-3116         30
    9448    HAROLDS MOTEL                   ELLENSBURG         WA     98926       (509) 925-4141         63
   31879    NITES INN                       ELLENSBURG         WA     98926       (509) 962-9600         32
   23467    SUPER 8 ELLENSBURG              ELLENSBURG         WA     98926       (509) 962-6888 8608   101
    1215    BEST WESTERN ELLENSBURG         ELLENSBURG         WA     98926       (509) 925-9801 8600   105
   17954    GRANDVIEW                       GRANDVIEW          WA     98930       (509) 882-1323         20
    9459    TOWN HOUSE MOTEL                SUNNYSIDE          WA     98944       (509) 837-5500         21
   21715    SUN VALLEY INN                  SUNNYSIDE          WA     98944       (509) 837-4721         40
    3772    TRAVELODGE SUNNYSIDE            SUNNYSIDE          WA     98944       (509) 837-7878         73   
    9063    NENDELS                         SUNNYSIDE          WA     98944       (509) 839-2100         28
   31958    TOPPENISH INN MOTEL             TOPPENISH          WA     98948       (509) 865-7444         41
   33209    COMFORT INN COLVILLE            COLVILLE           WA     99114       (509) 684-2010 9603    73   
   30851    BENNYS PANORAMA MOTEL           COLVILLE           WA     99114       (509) 684-2517        106
   17864    COULEE HOUSE MOTEL              COULEE DAM         WA     99116       (509) 633-1101         61
   17865    PONDEROSA                       COULEE DAM         WA     99116       (509) 633-2100         34
    9447    SKY DECK MOTEL                  ELECTRIC CITY      WA     99123       (509) 633-0290         30
    6213    QUALITY PARADISE CREEK          PULLMAN            WA     99163       (509) 332-0500         66   
    9454    MANOR LODGE MOTEL               PULLMAN            WA     99163       (509) 334-2511         30
   17919    NENDELS PULLMAN                 PULLMAN            WA     99163       (509) 332-2646         60
    7520    AMERICAN TRAVEL INN             PULLMAN            WA     99163       (509) 334-3500         34
   29082    HOLIDAY INN EXPRESS PULLMAN     PULLMAN            WA     99163       (509) 334-4437 9404    85   
   12547    COLWELL MOTOR INN               RITZVILLE          WA     99169       (509) 659-1620         25
   26090    BEST WESTERN HERITAGE INN       RITZVILLE          WA     99169       (509) 659-1007         42
    9665    RED LION PASCO/INN              PASCO              WA     99301       (509) 547-0701        279   
   24551    AIRPORT INN                     PASCO              WA     99301       (509) 545-1460         41

<CAPTION>
                                             RESPONSE REPORT                       Report #: Res-14
                                            ------ 1995 ------  ------------------ 1996 -------------------
STR CODE    Name of Establishment           SEP  OCT  NOV  DEC  JAN  FEB  MAR  APR  MAY  JUN  JUL  AUG  SEP
- --------    -----------------------------   ------------------  -------------------------------------------
   <C>      <S>                             <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>
    5713    VAGABOND INN YAKIMA              X    X    X    X    X    X    X    X    X    X    X    X    X
    1225    HOLIDAY INN YAKIMA               X    X    X    X    X    X    X    X    X    X    X    X    X
   17972    CAVANAUGH'S TOWNE PLAZA MOTOR   
    7531    TRAVELODGE YAKIMA                X    X    X    X    X    X    X    X    X    X    X    X    X
    9464    RED CARPET MOTOR INN            
    8832    SUPER 8 YAKIMA/UNION GAP        
   17973    DAYS INN YAKIMA                  X    X    X    X    X    X    X    X    X    X    X    X    X
    3780    QUALITY YAKIMA                   X    X    X    X    X    X    X    X    X    X    X    X    X
   31873    STEWART LODGE                   
   31874    TIMBER LODGE MOTEL              
    9446    CEDARS MOTEL                    
   31878    I-90 INN MOTEL                  
   32431    HOLIDAY INN EXPRESS ELLENSBURG  
    9449    REGALODGE                       
    9448    HAROLDS MOTEL                   
   31879    NITES INN                       
   23467    SUPER 8 ELLENSBURG              
    1215    BEST WESTERN ELLENSBURG         
   17954    GRANDVIEW                       
    9459    TOWN HOUSE MOTEL                
   21715    SUN VALLEY INN                  
    3772    TRAVELODGE SUNNYSIDE                                                X    X    X    X    X    X
    9063    NENDELS                         
   31958    TOPPENISH INN MOTEL             
   33209    COMFORT INN COLVILLE                                                     X    X    X    X    X
   30851    BENNYS PANORAMA MOTEL           
   17864    COULEE HOUSE MOTEL              
   17865    PONDEROSA                       
    9447    SKY DECK MOTEL                  
    6213    QUALITY PARADISE CREEK           X    X    X    X    X    X         X    X              X    X
    9454    MANOR LODGE MOTEL               
   17919    NENDELS PULLMAN                 
    7520    AMERICAN TRAVEL INN             
   29082    HOLIDAY INN EXPRESS PULLMAN      X    X    X    X    X    X    X    X    X    X    X    X    X
   12547    COLWELL MOTOR INN               
   26090    BEST WESTERN HERITAGE INN       
    9665    RED LION PASCO/INN               X    X    X    X    X    X    X    X    X    X    X    X    X
   24551    AIRPORT INN                     
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                         LIST OF PROPERTIES INCLUDED IN
                              Washington East Area

                                                                                      11/07/96 Page:      4
                                                                       Zip                                    
STR CODE    Name of Establishment           City               ST     Code        Telephone      YEAR ROOMS   
- --------    -----------------------------   ---------------    --     -----       -------------- ----------   
   <C>      <S>                             <C>                <C>    <C>         <C>            <C>     <C>  
    6616    MOTEL 6 PASCO                   PASCO              WA     99301       (509) 546-2010        106   
   17911    VAL U INN                       PASCO              WA     99301       (509) 547-0791        164
    7519    TRAVEL INN                      PASCO              WA     99301       (509) 547-7791         40
    8531    HALLMARK                        PASCO              WA     99301       (509) 547-7766         55
   24555    THUNDERBIRD MOTEL               PASCO              WA     99301       (509) 547-9506 8006    43
   17867    BLUE MOUNTAIN MOTEL             DAYTON             WA     99328       (509) 382-3040         23
    8916    CLOSED ANGUS MOTOR HOTEL        KENNEWICK          WA     99336                               0
   33178    CLEARWATER SUITES               KENNEWICK          WA     99336       (509) 735-2242         53
   33558    BEST WESTERN KENNEWICK          KENNEWICK          WA     99336                      9613    87
   31028    SILVER CLOUD INN                KENNEWICK          WA     99336       (509) 735-6100        125
   17876    CAVANAUGH~S AT COLUMBIA CENTER  KENNEWICK          WA     99336       (509) 783-0611        164
   17878    SHANIKO INN                     KENNEWICK          WA     99336       (509) 735-6385         47   
   10365    TAPADERA MOTOR INN KENNEWICK    KENNEWICK          WA     99336       (509) 783-6191         61
    3755    NENDELS KENNEWICK               KENNEWICK          WA     99336       (509) 735-9511        106   
   28145    RAMADA KENNEWICK                KENNEWICK          WA     99336       (509) 586-0541        150   
   29223    SUPER 8 KENNEWICK/TRI CITIES    KENNEWICK          WA     99336       (509) 736-6888 9304    95
   22245    COMFORT INN KENNEWICK           KENNEWICK          WA     99336       (509) 783-8396 9407    56   
   30991    FAIRFIELD INN KENNEWICK         KENNEWICK          WA     99336       (509) 783-2164 9502    63   
   13292    HOLIDAY INN EXPRESS KENNEWICK   KENNEWICK          WA     99337       (509) 736-3326 9509    53   
    9453    CABANA MOTEL                    OTHELLO            WA     99344       (509) 488-2605         54
   17908    ALADDIN MOTOR INN               OTHELLO            WA     99344       (509) 488-5671         52
   15368    BARN MOTOR INN/CONF CTR         PROSSER            WA     99350       (509) 786-2121 9003    32
   17497    BEST WESTERN PROSSER INN        PROSSER            WA     99350       (509) 786-7977 9408    49
   17877    PROSSER INN                     PROSSER            WA     99350       (509) 786-2555         26
   33555    HAMPTON INN RICHLAND            RICHLAND           WA     99352       (509) 943-4400 9608   150   
    1216    BEST WESTERN THE TOWER INN      RICHIAND           WA     99352       (509) 946-4121        195
   17922    BALI HI MOTEL                   RICHLAND           WA     99352       (509) 943-3101         44
    9667    RED LION HANFORD HOUSE/INN      RICHLAND           WA     99352       (509) 946-7611        149   
    3763    NENDELS RICHIAND                RICHLAND           WA     99352       (509) 943-4611         95
    5708    VAGABOND INN RICHLAND           RICHIAND           WA     99352       (509) 946-6117         40   
   17924    SHILO INN RICHLAND RIVERSHORE   RICHLAND           WA     99352       (509) 946-4661        150
   17923    COLUMBIA CENTER DUNES           RICHLAND           WA     99352       (509) 783-8181         90
   31232    BEST WESTERN WALLA WALLA SUITE  WALLA WALLA        WA     99362       (509) 525-4700 9505    78   
    9461    CAPRI MOTEL                     WALLA WALLA        WA     99362       (509) 525-1130         40
   28507    SUPER 8 WALLA WALLA             WALLA WALLA        WA     99362       (509) 525-8800 9201    61
   10366    TAPADERA MOTOR INN WALLA WALLA  WALLA WALLA        WA     99362       (509) 529-2580         31
    5711    VAGABOND INN WALLA WALLA        WALLA WALLA        WA     99362       (509) 529-4410         35   
   17957    NENDELS WHITMAN MOTOR INN       WALLA WALLA        WA     99362       (509) 525-2200         70

<CAPTION>
                                             RESPONSE REPORT                       Report #: Res-14
                                            ------ 1995 ------  ------------------ 1996 -------------------
STR CODE    Name of Establishment           SEP  OCT  NOV  DEC  JAN  FEB  MAR  APR  MAY  JUN  JUL  AUG  SEP
- --------    -----------------------------   ------------------  -------------------------------------------
   <C>      <S>                             <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>
    6616    MOTEL 6 PASCO                    X    X    X    X    X    X    X    X    X    X    X    X    X
   17911    VAL U INN                       
    7519    TRAVEL INN                      
    8531    HALLMARK                        
   24555    THUNDERBIRD MOTEL               
   17867    BLUE MOUNTAIN MOTEL             
    8916    CLOSED ANGUS MOTOR HOTEL        
   33178    CLEARWATER SUITES               
   33558    BEST WESTERN KENNEWICK          
   31028    SILVER CLOUD INN                
   17876    CAVANAUGH~S AT COLUMBIA CENTER  
   17878    SHANIKO INN                      X    X    X    X    X    X    X    X    X    X    X    X    X
   10365    TAPADERA MOTOR INN KENNEWICK    
    3755    NENDELS KENNEWICK                X    X    X    X    X    X    X    X    X    X    X    X    X
   28145    RAMADA KENNEWICK                 X    X    X    X    X    X    X    X    X    X    X    X    X
   29223    SUPER 8 KENNEWICK/TRI CITIES    
   22245    COMFORT INN KENNEWICK            X    X    X    X    X    X    X    X    X    X    X    X    X
   30991    FAIRFIELD INN KENNEWICK          X    X    X    X    X    X    X    X    X    X    X    X    X
   13292    HOLIDAY INN EXPRESS KENNEWICK              X    X    X    X         X    X    X    X    X    X
    9453    CABANA MOTEL                    
   17908    ALADDIN MOTOR INN               
   15368    BARN MOTOR INN/CONF CTR         
   17497    BEST WESTERN PROSSER INN        
   17877    PROSSER INN                     
   33555    HAMPTON INN RICHLAND                                                                    X    X
    1216    BEST WESTERN THE TOWER INN      
   17922    BALI HI MOTEL                   
    9667    RED LION HANFORD HOUSE/INN       X    X    X    X    X    X    X    X    X    X    X    X    X
    3763    NENDELS RICHIAND                
    5708    VAGABOND INN RICHLAND            X    X    X    X    X    X    X    X    X    X    X    X    X
   17924    SHILO INN RICHLAND RIVERSHORE   
   17923    COLUMBIA CENTER DUNES           
   31232    BEST WESTERN WALLA WALLA SUITE   X    X    X    X    X    X    X    X    X    X    X    X    X
    9461    CAPRI MOTEL                     
   28507    SUPER 8 WALLA WALLA             
   10366    TAPADERA MOTOR INN WALLA WALLA  
    5711    VAGABOND INN WALLA WALLA         X    X    X    X    X    X    X    X    X    X    X    X    X
   17957    NENDELS WHITMAN MOTOR INN       
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                         LIST OF PROPERTIES INCLUDED IN
                              Washington East Area

                                                                                      11/07/96 Page:      5
                                                                       Zip                                    
STR CODE    Name of Establishment           City               ST     Code        Telephone      YEAR ROOMS   
- --------    -----------------------------   ---------------    --     -----       -------------- ----------   
   <C>      <S>                             <C>                <C>    <C>         <C>            <C>     <C>  
   25780    COMFORT INN WALLA WALLA         WALLA WALIA        WA     99362       (509) 525-2522 8702    61   
    3777    PONY SOLDIER MOTOR INN PONY SO  WALLA WALLA        WA     99362       (509) 529-4360 6700    85
    7529    TRAVELODGE WALLA WALLA          WALLA WALLA        WA     99362       (509) 529-4940         39   
   24136    QUALITY LEWIS & CLARK CONV CTR  CLARKSTON          WA     99403       (509) 758-9500 8904    75   
   10274    MOTEL 6 CLARKSTON               CLARKSTON          WA     99403       (509) 758-1631         85   
    3753    BEST WESTERN RIVERTREE INN      CLARKSTON          WA     99403       (509) 758-9551 7605    61   
                                                                                                      -----
                                                                                                      10050   

<CAPTION>
                                             RESPONSE REPORT                       Report #: Res-14
                                            ------ 1995 ------  ------------------ 1996 -------------------
STR CODE    Name of Establishment           SEP  OCT  NOV  DEC  JAN  FEB  MAR  APR  MAY  JUN  JUL  AUG  SEP
- --------    -----------------------------   ------------------  -------------------------------------------
   <C>      <S>                             <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>
   25780    COMFORT INN WALLA WALLA          X    X    X    X    X    X    X    X    X    X    X    X    X
    3777    PONY SOLDIER MOTOR INN PONY SO  
    7529    TRAVELODGE WALLA WALLA           X    X    X    X    X    X    X    X    X    X    X    X    X
   24136    QUALITY LEWIS & CLARK CONV CTR   X    X    X    X    X    X    X    X    X    X    X    X    X
   10274    MOTEL 6 CLARKSTON                X    X    X    X    X    X    X    X    X    X    X    X    X
    3753    BEST WESTERN RIVERTREE INN       X    X    X    X    X    X    X    X    X    X    X    X    X

                                                  X - Denotes data received by Smith Travel Research.
</TABLE>



================================================================================



                                APPRAISAL REPORT
                                 SHILO INN HOTEL


                                   Located At
                              EAST 923 THIRD AVENUE
                            SPOKANE, WASHINGTON 99202




                                      As Of
                                DECEMBER 1, 1996




                                  Prepared for:
                                     KEYCORP
                           REAL ESTATE CAPITAL MARKETS
                          700 FIFTH AVENUE, 52nd FLOOR
                            SEATTLE, WASHINGTON 98104




                                  Prepared by:
                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106



================================================================================
<PAGE>

                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106
                            TELEPHONE: (818) 795-5087

December 9, 1996

Mr. David Thatcher
Senior Vice President
KeyCorp
Real Estate Capital Markets
700 Fifth Avenue, 52nd Floor
Seattle, Washington  98104

Re:   Appraisal Report of Shilo Inn
      East 923 Third Avenue
      Spokane, Washington   99202

Dear Mr. Thatcher:

In conjunction with the above captioned appraisal report ("Report"), we have
conducted the required investigation, gathered the necessary data, and made
certain analyses that were used in forming the opinion of the market value of
the above referenced Property.

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral to secure a proposed
loan. This Report is intended to comply with the requirements of the Uniform
Standards of Professional Appraisal Practice (USPAP), as promulgated by the
Appraisal Standards Board of the Appraisal Foundation.

The purpose of this Report is to express our opinion of the market value of the
Property subject to the definitions of value, the assumptions and limiting
conditions and the certification contained in the attached Report. The Report:

      o     May be relied upon by Merrill Lynch Mortgage Capital Inc. in
            determining whether to make a loan(s) evidenced by a note ("Property
            Note") secured by the Property;

      o     May be relied upon by any purchaser in determining whether to
            purchase the Property Notes for these transactions from Merrill
            Lynch Mortgage Capital Inc.;

      o     May be relied upon by any Rating Agency in rating securities issued
            by Merrill Lynch Mortgage Capital Inc. and representing an interest
            in the Property Notes;


- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

Mr. David Thatcher
December 9, 1996
Page -2-

      o     May be included with and referred to in materials offering the
            Property Notes or an interest in the Property Notes for sale.

The subject property is a five-story hotel building which contains 105 guest
rooms and is located at East 923 Third Avenue, in the city of Spokane, Spokane
County, Washington 99202. It is situated on an interior block site that has dual
street frontage, approximately 1 mile east of the downtown Spokane central
business district. The site has approximately 50 feet of frontage on the north
side of East Third Avenue and 400 feet of frontage on the south side of East
Second Avenue. The site area is estimated at approximately 78,200 square feet,
or 1.8 acres. The improvements are comprised of a five-story, average quality,
Class C structure which encompasses approximately 61,140 square feet gross. The
hotel was completed in 1973, and underwent extensive interior renovation from
the fall of 1995 through the spring of 1996. The property is owned by Mark S.
Hemstreet and operated by the Shilo Inn Hotel Group.

The subject property and comparables were last inspected November 13, 1996.
Based on the investigation and analysis outlined in the report and subject to
the assumptions and limiting conditions as set forth within the context of this
report, the estimated market value of the Fee Simple Estate, as a going concern
with existing furniture, fixture and equipment, As Is, as of December 1, 1996
was:

                                   $4,850,000
                                   ==========
                FOUR MILLION EIGHT HUNDRED FIFTY THOUSAND DOLLARS

The report that follows sets forth the identification of the property, the
assumptions and limiting conditions, pertinent facts regarding the area and the
subject property, comparable data and the reasoning leading to the conclusions
set forth.

Sincerely,

/s/ M. Hammad

M. Hammad, MAI
Certified General Appraiser
CA No. AG002849
WA No. 446CA-T611


                                                                         Page ii
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


                                TABLE OF CONTENTS

ASSUMPTIONS AND LIMITING CONDITIONS                                         V

SALIENT FACTS AND CONCLUSIONS                                            VIII

SUBJECT PHOTOGRAPHS                                                         9

IDENTIFICATION OF THE PROPERTY                                             16

PURPOSE OF THE APPRAISAL                                                   16

FUNCTION OF THE APPRAISAL                                                  16

DATE OF VALUATION                                                          17

HISTORY AND OWNERSHIP                                                      17

SCOPE OF THE ASSIGNMENT                                                    17

MARKETING AND EXPOSURE PERIODS                                             17

AMERICAN DISABILITIES ACT COMPLIANCE                                       18

PROPERTY RIGHTS APPRAISED                                                  18

HAZARDOUS MATERIAL STATEMENT                                               18

COMPETENCY PROVISION                                                       19

DEFINITIONS                                                                19

REGIONAL OVERVIEW                                                          21

AREA DESCRIPTION                                                           29

HOTEL INDUSTRY OVERVIEW                                                    32

SITE DESCRIPTION                                                           39

PLAT MAP                                                                   45


- ----------------------------------
James Ratkovich & Associates, Inc.                                        iii
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


TABLE OF CONTENTS (CONTINUED)

IMPROVEMENT DESCRIPTION                                                    46

HIGHEST AND BEST USE ANALYSIS                                              55

VALUATION                                                                  59

COST APPROACH                                                              62

DIRECT COMPARISON APPROACH                                                 75

INCOME APPROACH                                                            89

RECONCILIATION AND FINAL VALUE CONCLUSIONS                                112

CERTIFICATIONS                                                            114

APPRAISER'S QUALIFICATIONS

ADDENDA

Historical Operating Data
Smith Travel Research Hotel Operating Statistics
PKF Industry Standards
Smith Travel Research Report


- ----------------------------------
James Ratkovich & Associates, Inc.                                        iv
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


                        Assumptions & Limiting Conditions

The analysis of the property is predicated upon the following assumptions and
conditions:

The date of value to which the opinions expressed in this report apply is set
forth in the letter of transmittal. The Appraiser assumes no responsibility for
economic or physical factors occurring at some later date which may affect the
opinions herein stated.

No opinion is intended to be expressed for legal matters or that would require
specialized investigation or knowledge beyond that ordinarily employed by real
estate appraisers, although such matters may be discussed in the report.

No opinion as to title is rendered. Data on ownership and the legal description
were obtained from sources generally considered reliable. Title is assumed to be
marketable and free and clear of all liens and encumbrances, easements, and
restrictions except those specifically discussed in the report.

The property is appraised assuming it to be under responsible ownership and
competent management and available for its highest and best use.

No engineering survey has been made by the Appraiser. Except as specifically
stated, data relative to size and area were taken from sources considered
reliable, and no encroachment of real property improvements is assumed to exist.

Maps, plats, and exhibits included herein are for illustration only, as an aid
in visualizing matters discussed within the report. They should not be
considered as surveys or relied upon for any other purpose.

No opinion is expressed as to the value of subsurface oil, gas, or mineral
rights and the property is not subject to surface entry for the exploration or
removal of such material except as expressly stated.

Testimony or attendance in court or at any other hearing is not required by
reason of rendering this appraisal unless such arrangements are made and
compensation is agreed in advance.

No soil studies covering the subject property were available to the Appraiser,
therefore, assumptions as to soil qualities employed in this report are not
conclusive but have been considered consistent with information available to the
Appraiser.

Earthquakes are not common in the area. No responsibility is assumed due to
their possible effects on individual properties unless detailed geological
reports are made available.

The property has been personally inspected by the appraisers so designated in
the Certification and have found no obvious evidence of structural deficiencies
except as stated in the report; however, no responsibility for hidden defects or
conformity to specific governmental requirements such as fire, building and
safety, earthquake, or occupancy codes can be assumed without provision of
specific professional or governmental inspections.


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James Ratkovich & Associates, Inc.                                          v
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East 923 Third Avenue, Spokane WA
- ---------------------------------


Assumptions & Limiting Conditions (continued)

No consideration has been given in this appraisal to personal property located
on the premises unless specifically addressed within this report. Only real
property items have been considered unless specifically mentioned.

The rental areas herein discussed have been calculated in accord with standards
developed by the American Standards Association as included in Real Estate
Terminology.

This report is based, in part, upon information assembled from a wide range of
sources. An impractical and uneconomic expenditure of time would be required in
attempting to furnish unimpeachable verification in all instances, particularly
as to market related information, therefore, the incorporated data cannot be
guaranteed.

The dollar amount of any value opinion herein rendered is based upon the
purchasing power of the United States dollar existing at the date of value.

The Appraiser reserves the right to make such adjustments to the valuation
herein reported as may be required by consideration of additional or more
reliable data that may become available.

In the event this report is placed in the hands of a third party, such party
must be made cognizant of any and all limiting conditions resulting from the
basis of our employment and discussions related thereto as well as those set
forth herein.

When improvements are labeled proposed or when development type properties are
concerned, the property has been appraised subject to certain assumptions as to
the quality and nature of the completed buildings, tenant improvements, land
improvements or infrastructure. The basis for these assumptions were provided by
the client, his representative, or government officials. Any deviation from
these specifications will render the conclusions, which are based on those
assumptions, useless and void.

Hazardous substances, if present within a facility, can introduce an actual or
potential liability that will adversely affect the marketability and value of
the facility. Such liability may be in the form of immediate recognition of
existing hazardous conditions requiring correction and the future obligation
that can stem from the release of currently non-hazardous contaminants, such as
asbestos fibers or toxic vapors from urea formaldehyde foam insulation, through
aging or building renovations. In the development of our opinion of value, no
consideration has been given to such liability or its impact on value. The
Appraiser is not qualified to make an investigation to determine the possible
presence of toxic materials requiring either immediate or future correction.
There are experts in this special field who can conduct such investigations and
provide guidance regarding the impact of toxic materials that may be present in
the subject property.

Disclosure of the contents of this appraisal report is governed by the bylaws
and regulations of the Appraisal Institute. Neither all nor any part of the
contents of this report (especially any conclusions as to value, the identity of
the appraisers or the firm with which they are connected, or any reference to
the Appraisal Institute or the MAI, SRPA, RM, SRA, or SREA designations) shall
be disseminated to the public through advertising media, public relations media,
news media, sales media, or any other public means of communication without the
prior written consent and approval of the undersigned.


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East 923 Third Avenue, Spokane WA
- ---------------------------------


Assumptions & Limiting Conditions (continued)

Moreover, except for the fee paid us in its connection, we do not assume any
responsibility or liability for direct, indirect, incidental or consequential
damages whatsoever resulting from errors due to human fallibility or to computer
hardware or software.

Special Assumption: No title report was provided for review by the appraisers.
This appraisal is made with the special assumption that there are recorded
easements for ingress and egress for common driveways shared by the subject and
adjoining properties.

Special Assumption: No lease was provided for review by the appraisers for the
additional parking spaces leased by the Shilo Inn from an adjoining property
owner. This appraisal is made with the special assumption that a written
agreement exists that outlines lease terms and conditions.


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East 923 Third Avenue, Spokane WA
- ---------------------------------


                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS

LOCATION:                           Shilo Inn
                                    East 923 Third Avenue
                                    Spokane, Washington  99202

ASSESSOR'S PARCEL NO.:              35201.4432

PROPERTY RIGHTS APPRAISED:          Fee Simple Estate

OWNER OF RECORD:                    Mark S. Hemstreet

PROPERTY TYPE:                      105 Unit Five-Story Hotel

ZONING:                             M1-L, Light Industrial, City of Spokane

SITE AREA:                          78,200 Square Feet +/-

IMPROVEMENTS:                       The Shilo Inn consists of a five-story, good
                                    quality, Class C, hotel building with 105
                                    rooms encompassing approximately 61,140
                                    square feet gross completed in 1973 and
                                    extensively remodeled in during late 1995
                                    and early 1996.

HIGHEST AND BEST USE:               As Vacant:   Commercial Development
                                    As Improved: Continued Use as Improved

VALUE CONCLUSIONS:

   Land Value-Hotel Site:           $390,000
   F, F & E:                        $367,500 ($3,500 per room)
   Cost Approach:                   $5,580,000
   Direct Sales Comparison:         $4,825,000
   Income Capitalization Approach:  $4,850,000

   Final Value Estimate             $4,850,000

ESTIMATED MARKETING TIME:           Twelve Months

LAST DATE OF INSPECTION:            November 13, 1996

DATE OF VALUE:                      December 1, 1996


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James Ratkovich & Associates, Inc.                                        viii
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                               SUBJECT PHOTOGRAPHS

================================================================================



                                [photo omitted]



================================================================================
            View of Shilo Inn looking north from 3rd Avenue entrance

================================================================================



                                [photo omitted]



================================================================================
              View across east parking lot showing east elevation
                       and row of leased parking at left


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East 923 Third Avenue, Spokane WA
- ---------------------------------


================================================================================



                                [photo omitted]



================================================================================
               View across west parking lot showing west building
                     elevation and swimming pool solarium.

================================================================================



                                [photo omitted]



================================================================================
  East along 2nd Avenue showing the north building elevation and entry driveway



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East 923 Third Avenue, Spokane WA
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================================================================================



                                [photo omitted]



================================================================================
                   View of restaurant located on the 5th floor

================================================================================



                                [photo omitted]



================================================================================
               View of the bar and lounge located on the 5th floor


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James Ratkovich & Associates, Inc.                                         11
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East 923 Third Avenue, Spokane WA
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================================================================================



                                [photo omitted]



================================================================================
                  View of the ballroom located on the 5th floor

================================================================================



                                [photo omitted]



================================================================================
       View of one of the smaller meeting rooms located on the 5th floor.


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James Ratkovich & Associates, Inc.                                         12
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East 923 Third Avenue, Spokane WA
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================================================================================



                                [photo omitted]



================================================================================
            View of the elevator landing on the 2nd floor guest room
                        area also showing laundry shoot

================================================================================



                                [photo omitted]



================================================================================
                               Typical guest room



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James Ratkovich & Associates, Inc.                                         13
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East 923 Third Avenue, Spokane WA
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================================================================================



                                [photo omitted]



================================================================================
                           Swimming pool and solarium.

================================================================================



                                [photo omitted]



================================================================================
          Exercise room located on 1st floor adjacent to swimming pool


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James Ratkovich & Associates, Inc.                                         14
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East 923 Third Avenue, Spokane WA
- ---------------------------------


================================================================================



                                [photo omitted]



================================================================================
                        Interior view of typical hallway

================================================================================



                                [photo omitted]



================================================================================
                               View of the kitchen


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James Ratkovich & Associates, Inc.                                         15
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East 923 Third Avenue, Spokane WA
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                         IDENTIFICATION OF THE PROPERTY

The subject property is a Shilo Inn hotel located at East 923 3rd Avenue in
Spokane, Spokane County, Washington, 99202. The subject is situated on an
irregular shaped, interior block site located with frontage on the north side of
3rd Avenue and on the south side of 2nd Avenue, approximately 0.75 mile east of
U. S. Highways 2 and 395, the main north/south highway arterial through Spokane,
and 2 blocks north of Interstate 90, the main east/west highway arterial.

Legal Description

No title report was provided for review by the appraisers. The legal description
used in this appraisal is taken from the Spokane County Assessor's records. The
Assessor's parcel number is 35201.4432. The legal description provided by the
Spokane County Assessor's Office is: Agnew and Byers Addition and Naslers
Addition to the City of Spokane, Lots 4 through 12 and Lot 17, plus the vacated
public alley south of and adjacent to Lots 8 through 12, Block 4.

Since no title report was provided, we are unaware of any adverse restrictions
and or easements that impact the marketability, utility, or market value of the
subject, and assume that no such restrictions or easements exist. In addition,
as indicated in the Assumptions and Limiting Conditions, this appraisal is made
with the special assumption that recorded easements for ingress and egress exist
for the common driveways shared by the Shilo Inn and adjoining properties.

                            PURPOSE OF THE APPRAISAL

The purpose of the appraisal is to express our opinion of the market value,
"As-is" of the Fee Simple Estate, of the going concern, in the subject property,
as of the stated appraisal date.

                            FUNCTION OF THE APPRAISAL

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral for a proposed loan for
its underwriting purposes. This appraisal is intended to comply with the
requirements of the Uniform Standards of Professional Appraisal Practice
(USPAP), as promulgated by the Appraisal Standards Board of the Appraisal.

      o     May be relied upon by KeyCorp and Merrill Lynch Mortgage Capital
            Inc. in determining whether to make a loan(s) evidenced by a note
            ("Property Note") secured by the Property;

      o     May be relied upon by any purchaser in determining whether to
            purchase the Property Notes for these transactions from Merrill
            Lynch Mortgage Capital Inc.;

      o     May be relied upon by any Rating Agency in rating securities issued
            by Merrill Lynch Mortgage Capital Inc. and representing an interest
            in the Property Notes;

      o     May be included with and referred to in materials offering the
            Property Notes or an interest in the Property Notes for sale.


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East 923 Third Avenue, Spokane WA
- ---------------------------------


                                DATE OF VALUATION

The date of valuation is December 1, 1996. The subject and the comparables were
last inspected on November 13, 1996.

                              HISTORY AND OWNERSHIP

In 1973, a five-story hotel was completed on the subject site. Prior to
construction of the hotel, the site consisted of undeveloped land zoned for
industrial use. The 105-room hotel was developed by Virginia Honeycutt and named
the Virginia Inn. In 1975, the hotel underwent a name change to the Gateway
Hotel, and title passed to VMHC, a California management company. In 1981, title
was conveyed to Seniorcorp, and later purchased by the present owner, Mark
Hemstreet. According to sales history information maintained by the Assessor's
office, the sale to Mr. Hemstreet was recorded on December 23, 1987, for
$1,900,000.

                             SCOPE OF THE ASSIGNMENT

This appraisal has been made in accordance with the accepted techniques,
standards, methods and procedures as stated in the Uniform Standards of
Professional Appraisal Practice of the Appraisal Institute. The value set forth
herein was estimated after application and analysis by the Direct Sales
Comparison Approach to value and an Income Approach analysis using
capitalization and discounting methods.

The appraiser researched the market for sales of vacant land similar to the
subject's land. This was added to the estimated depreciated cost to build the
improvements to arrive at a reasonable Cost Approach to value. The subject
market area was surveyed to obtain an indication of overall market rents,
typical expenses and occupancy levels, in order to analyze the subject income
stream for the Income Approach to value. Additionally, sales of improved
properties similar to the subject property were analyzed to determine both the
demand for and to estimate market value of the subject property. The three
approaches were correlated to arrive at a final value. This is a complete
appraisal/self contained report. All the data gathered was verified and adjusted
according to superiority or inferiority relative to the subject property in
order to obtain a value indication for the subject property. The cost to
complete the planned renovation is deducted from each of the approaches to
arrive at an As Is value.

                         MARKETING AND EXPOSURE PERIODS

According to Korpacz Real Estate Investor Survey, Second Quarter 1996, the
average marketing time for national investment property is 9.89 months as
compared to 11.01 months a year prior. According to CB Commercial Investor
Survey, First Quarter 1996, the marketing time for hotels ranges between 6-18
months and averages 8.4 months. Sales used in our market approach analysis
indicate a range between 1 and 12 months marketing time. Hotel and motel brokers
indicate that properties similar to the subject are expected to have marketing
periods of approximately 9 to 12 months. This appraisal is based on a 12 month
marketing period. Exposure period is a retrospective indication of market time
and for the subject property is estimated to be the same as the marketing
period.


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James Ratkovich & Associates, Inc.                                         17
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East 923 Third Avenue, Spokane WA
- ---------------------------------


                      AMERICAN DISABILITIES ACT COMPLIANCE

The subject property is appraised without a specific compliance survey having
been constructed to determine if the property is or is not in conformance with
the requirements of the Americans with Disabilities Act (ADA). The presence of
architectural and communications barriers that are structural in nature that
would restrict access by disabled individuals may adversely affect the
property's value, marketability or utility.

                            PROPERTY RIGHTS APPRAISED

The rights in realty are typically identified with respect to properties such as
the subject are the Fee Simple, Leased Fee, and Leasehold Estate. These are
defined as follows:(1)

Fee Simple Estate: An absolute fee; a fee without limitations to any particular
class of heirs or restrictions, but subject to the limitations of eminent
domain, escheat, police power and taxation. An inheritable estate.

Leased Fee Estate: A property held in fee with the right of use and occupancy
conveyed by lease to others. A property consisting of the right to receive
rentals over a period of time, plus the right of ultimate repossession at the
termination of the lease.

Leasehold Estate: A property held under tenure of lease. The right of use and
occupancy of real property by virtue of a lease agreement. The right of a lessee
to use and enjoy real estate for a stated term and upon certain conditions, such
as the payment of rent.

The property rights appraised within the context of this report are described as
the Fee Simple Estate.

                          HAZARDOUS MATERIAL STATEMENT

In this appraisal assignment, unless otherwise stated, the existence of
potentially hazardous material used in the construction or maintenance of the
building, such as the presence of toxic waste, which may or may not be present
on the property, was not observed by the appraiser; nor do we have any knowledge
of the existence of such materials on or in the property. The appraiser is not
qualified to detect such substances. The presence of potentially hazardous
insulation may have an effect on the value of the property. The value estimate
is predicated on the assumption that there is no such material on or in the
property that would cause a loss in value. No responsibility is assumed for any
such conditions, or for engineering or scientific knowledge required to discover
such materials. The client is urged to retain an expert in this field, if so
desired.

- ----------
(1)   Real Estate Terminology; American Institute of Real Estate Appraisers;
      Burl N. Boyce, Ph.D.; Ballinger Company; 1975.


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James Ratkovich & Associates, Inc.                                         18
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East 923 Third Avenue, Spokane WA
- ---------------------------------


                              COMPETENCY PROVISION

We attest that the writer of this report has attained a level of competency
necessary to complete the assignment in a diligent manner, utilizing all the
commonly recognized analysis techniques considered normal for a prudent
evaluation effort. The reader is referred to the appraisers' qualifications in
the addenda for further confirmation of the appraisers' training and background.

Definitions

"(2) 'Market value'(2) means:

   (i) The most probable price which a property should bring in a competitive
   and open market under all conditions requisite to a fair sale, the buyer and
   seller, each acting prudently, knowledgeably and assuming the price is not
   affected by undue stimulus. Implicit in this definition is the consummation
   of a sale as of a specified date and the passing of title from seller to
   buyer under conditions whereby:

      A.    buyer and seller are typically motivated;

      B.    both parties are well informed or well advised, and each acting in
            what he considers his own best interest;

      C.    a reasonable time is allowed for exposure in the open market;

      D.    payment is made in terms of cash in US dollars or in terms of
            financial arrangements comparable thereto; and

      E.    the price represents a normal consideration for the property sold
            unaffected by special or creative financing or sales concessions
            granted by anyone associated with the sale.

(ii) Adjustments to the comparables must be made for special or creative
financing or sales concessions. No adjustments are necessary for those costs
that are normally paid by sellers as a result of tradition or law in a market
area; these cost are readily identifiable since the seller pays these costs in
virtually all sales transactions. Special or creative financing adjustments can
be made to the comparable property by comparisons to financing terms offered by
a third party institution lender that is not already involved in the property or
transaction. Any adjustment should not be calculated on a mechanical dollar for
dollar cost of the financing or concession, but the dollar amount of any
adjustment should approximate the market's reaction to the financing or
concessions based on the appraiser's judgment."

Going Concern Value

According to the Dictionary of Real Estate Appraisal, Third Edition, going
concern value is defined as: the value created by a proven operation; considered
as a separate entity to be valued with a specific business establishment.

- ----------
(2)   This definition of market value is predicated on the Uniform Standards of
      Professional Appraisal Practice (USPAP) and fully complies with those
      requirements mandated by the Office of Thrift Supervision (OTS), Office of
      the Comptroller of Currency (OCC), Federal Deposit Insurance Corporation
      (FDIC), National Credit Union Administration (NCUA), Federal Home Loan
      Bank Board (FHLBB), and the Resolution Trust Corporation (RTC).


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James Ratkovich & Associates, Inc.                                         19
<PAGE>

================================================================================



                             [Regional Map Omitted]



================================================================================

                                  ------------
                                  Regional Map
                                  ------------


                                                                              20
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East 923 Third Avenue, Spokane WA
- ---------------------------------


                                REGIONAL OVERVIEW

Located in Eastern Washington, the city of Spokane is the economic and cultural
center of the resource-rich 36 county area known as the Inland Northwest. This
area encompasses Eastern Washington, Northern Idaho, Northern Oregon, Western
Montana and the southern sections of British Columbia and Alberta. Spokane is
the largest city between Seattle, Washington, and Minneapolis, Minnesota, and
the second largest city in Washington.

Situated on the northeastern edge of the broad Columbia Basin--an agricultural
area of dry-land grains and irrigated farms--Spokane lies at an elevation of
1,878 feet above sea level. The foothills of the Rocky Mountains begin just 35
miles to the east. Spokane's weather is generally dry and mild in the summer
with July having the highest average monthly temperature of 84.0_F, and cold and
humid in the winter with January having the lowest average monthly temperature
of 25.7_F. The average annual precipitation is 16.71 inches, with 70 percent of
this total falling between October and April, 50 percent of that falling as
snow.

The city of Spokane is located approximately 19 miles west of the Idaho border
and approximately 107 miles south of Canada. Highway distances between Spokane
and other major western cities are as follows:

   =========================================================================
   Coeur D'Alene, ID        28 miles    Pasco/Kennewick, WA     133 miles
   Seattle, WA              281 miles   Portland, OR            412 miles
   Boise, ID                386 miles   Missoula, MT            198 miles
   Salt Lake City, UT       731 miles   San Francisco, CA       947 miles
   Denver, CO               1,082 miles Los Angeles, CA,        1,292 miles
   Minneapolis, MN          1,402 miles Chicago, IL             1,826 miles
   Edmonton, AB             623 miles   Vancouver, BC           443 miles
   =========================================================================

From its early settlement in the late 1800's the area's economy has been heavily
dependent on agriculture, lumber, and mining. The areas to the west and south
are primarily agricultural based. Lumber and mining are the economic base for
the areas to the north and east. The northern Idaho Panhandle, east of Spokane,
has large reserves of lead, silver, and zinc. Due to nearby ore deposits, and
the power-generating potential of nearby Spokane Falls, Spokane became an early
trade and manufacturing center. With the arrival of the railroads, the city
rapidly became a regional transportation hub as well.


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James Ratkovich & Associates, Inc.                                         21
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East 923 Third Avenue, Spokane WA
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REGIONAL OVERVIEW (continued)

Over the past 100 years Spokane has evolved into the focal point of a large
geographic region supplying a wide variety of wholesale and retail goods,
hospitality, financial, state and federal, legal, educational, medical, cultural
and entertainment services.

TRANSPORTATION

Major highways serving the Spokane area include Interstate 90, a major east/west
transportation corridor across the northern portion of the United States linking
Spokane to Moses Lake, Ellensburg and the metropolitan areas of Seattle,
Washington to the west, and Coeur D'Alene, Idaho; Missoula, Montana; and
Chicago, Illinois to the east. U.S. Highway 395 provides access north to Canada,
and south to the cities of Pasco, Kennewick, and Richland, Washington and to the
states of Oregon and California. U.S. Highway 195 provides access south to
Colfax and Pullman, Washington and Lewiston, Idaho. Several national motor
freight firms serve the Spokane area, including carriers such as Yellow Freight
System, Consolidated, Viking Freight and Roadway Express, Inc. National and
regional bus service is provided by Greyhound and Empire Bus Lines. Local bus
service is under the auspices of the Spokane Transit Authority with 31 routes
serving the city and suburban areas. There is adequate taxi service throughout
the community.

Spokane International Airport serves the area with 9,000 foot and 8,200 foot
runways. Major and regional airlines serving the area with passenger and freight
service include United, Continental, Alaska, Northwest, Delta, Horizon, and Big
Sky. Felts Field, a city-owned and operated municipal airport for general
aviation, has runways of 4,500 feet and 3,000 feet and is located in the eastern
portion of the city.

Railroads have played a very dominant role in the growth and development of
Spokane since before the turn of the century. The city is served by a main line
of the Burlington Northern Railway system with major switching and repair
facilities located in East Spokane. The Union Pacific Railroad also maintains a
branch line through the area and Amtrak provides regularly scheduled passenger
service.

POPULATION

Spokane is the County Seat of Spokane County, a Standard Metropolitan Area (SMA)
which encompasses approximately 1,758 square miles. According to the 1990
census, Spokane County had a population of 361,364. By 1995, the population had
increased to 401,200. The city of Spokane, encompassing approximately 57 square
miles, had a 1990 population of 172,700 which had increased to 188,800 by 1995.


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East 923 Third Avenue, Spokane WA
- ---------------------------------


REGIONAL OVERVIEW (continued)

The Spokane SMA population is up 14.7 percent from 1980, and over 8.5 percent
from 1990. According to the Washington State Office of Financial Management, the
Spokane SMA has had a net inward migration of only 4.5 percent between 1980 and
1990, about half the rate experienced in the 1970's. Washington State was the
fourth fastest growing state in the 1980's with a 10.4 percent increase in
population. This increase was due primarily to growth on the west coast,
especially the Puget Sound area.

However, the Spokane SMA population grew significantly in the late 1980's,
helping to fuel the rebound in the Spokane economy. Due primarily to more
affordable land for both residential and commercial development, the highest
growth rate occurred in the unincorporated areas of Spokane County. The greatest
growth occurred in that area known as the Spokane Valley, extending 25 miles
east of the city limits. Small outlying communities have experienced significant
growth in the first half of the 1990's. Deer Park, north of Spokane, saw an
11.98 percent increase, while Airway Heights, 4 miles west, experienced an
increase of 23.9 percent. Also fueling population increase is the fact that
between 1990 and 1995, the Spokane area outpaced Seattle in job growth.

According to 1995 Population Trends for Washington State, Washington State
Office of Financial Management, the median age for Spokane County is 33.6 years;
29.7 percent of the population is under 19 years of age while 13.2 percent are
65 years or older. According to Survey of Current Business, U.S. Department of
Commerce, Bureau of Economic Analysis, the per capita income in 1995 was
$20,593, a 26.6 percent increase from 1990. Projections estimate the per capita
income to rise to $22,650 by 1997, a 5.54 percent compounded annual increase.
Spokane's current Cost of Living Index is 105.9 percent, with Utilities and
Transportation below the national average (57.5 and 89.9 percent, respectively)
while Housing and Health are above the national average (125.4 and 126.3
percent).

ECONOMIC BASE

Three industries have traditionally formed the base of the Spokane SMA economy;
timber, mining, and agriculture. Long-term employment trends reflect a steady
shift in the region away from the traditional resource-based economy to one
which is dominated by services. This trend was dramatically accelerated by the
collapse of resource-based employment during the recession of the 1980's. Some
of the area's basic industries are still struggling to recover from this period.

Spokane's economic rebound in the late 1980's is linked to a subtle shift in the
area's primary industries. While aluminum and electronics manufacturing have
been primary employers in the past, this sector saw a reduction of workers from
1990 through most of 1994. The most recent employment figures indicate that
employment levels have stabilized and are expected to remain stable for the
first quarter of 1996.


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James Ratkovich & Associates, Inc.                                        23
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East 923 Third Avenue, Spokane WA
- ---------------------------------


REGIONAL OVERVIEW (continued)

From 1987 through 1992, the service industry added 10,500 jobs, or 47 percent of
the all new jobs. Government added 4,000 new jobs over this period in Spokane
County. The whole sale and retail trade sector added 3,000 jobs, and
construction and mining added 2,900 jobs. Manufacturing grew fairly slowly,
adding only 1,200 jobs in five years, while some of the largest manufacturers
actually reduced their work force. While employment increased in all sectors
over the past 5 years, jobs in the higher paying mining and
transportation/utilities sectors recorded lower gains. Four of the 10 largest
manufacturing companies in the area are involved with high tech manufacturing of
electronic products. A high percentage of jobs in this sub-sector are lower
paying, semi-skilled assembly work. Spokane's shift toward a more service
business and retail sales economy mirrors the movement nationally.

                        MAJOR EMPLOYERS IN SPOKANE COUNTY

================================================================================
   Manufacturing    1995        Non-         1995       Public        1995
                  Employ.   Manufacturing  Employ.     Employers    Employ.
- --------------------------------------------------------------------------------
     Kaiser        2,593      Sacred Heart  2,836     Fairchild Air  4,731
     Aluminum                 Hospital                Force Base
     Key-Tronic    1,100      Empire        1,912     School Dist.   2,884
                              Health                  81
                              Services
     Hewlett-        873      Deaconess     1,553     Washington     2,292
     Packard                  Medical                 State
     Cowles          610      Safeway       1,128     U. S.          2,882
     Publishing                                       Government
     USI Columbia    550      Washington      925     City of        2,005
                              Water Power             Spokane
================================================================================

EMPLOYMENT

Despite unfavorable conditions in some sectors of the regional economy, the 1996
employment picture continues to be strong. After reaching double digit
unemployment in the early 1980's, county-wide rates have steadily improved over
the last 8 years. The 1995 year-end unemployment rate of 4.9 percent indicates a
stable economy. In fact, total employment increased by 4,500 in 1994, and
figures for 1995 indicate an increase of another 3,100 jobs. As of June 1996,
unemployment stood at 4.8 percent, down from 5.0 percent in June 1995.


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James Ratkovich & Associates, Inc.                                        24
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


REGIONAL OVERVIEW (continued)

Spokane's employment growth rate since 1987 has exceeded population growth.
However, between 1984 and 1994 average wages in current dollars increased 39.85
percent, but when adjusted for inflation, the real dollar increase is only 1.59
percent. Again, base industries of mining, lumber, and agriculture, have not
expanded significantly. Despite some credible progress in recruiting new
employers from outside the area, the Spokane economy continues to feel the
effects of substitution of high paying manufacturing employment by lower paying
service jobs.

RETAIL SALES

Spokane's role as the hub of the Inland Northwest allows the city and county to
enjoy relatively high retail and wholesale sales due to the large geographic
area it supports. After a period of stagnation and decline in the mid-1980's,
Spokane County recorded consistent growth from 1988 through 1994. Sales tax
receipts rose 9.56 percent in 1993 and 7.48 percent in 1994, but declined by
approximately 0.50 percent in 1995.

Another indicator of the strength of the area's retail market is the interest
shown by retailers expanding and/or looking for possible new store locations.
All of the following retailers have recently expanded in the region: Wal-Mart,
Target, Shopko, Magnolia Hi-Fi, and Eagle Hardware.

Crescent Court, a major retail center in Downtown Spokane, was completed in
1995. This center is the result of a $16.5 million remodel of the former
Frederick & Nelson Building. Crescent Court adds a food court, 50,000 square
feet of retail shops with 35 new retailers, exhibition hall, and ballroom to the
downtown retail core. Shortly after Crescent Court opened, the continued
revitalization of the downtown area was setback as retailers Lamonts and J. J.
Newberry Co. closed their downtown locations. In March 1996, Nordstrom signed a
20 year lease for a planned store located in the RiverPark Square Building. The
new location is across from their existing store and will be completed in 1999.

REAL ESTATE INDICATORS

Driven by a population increase and active housing market, the Spokane County
residential construction industry has experienced a period of rapid growth. As
demonstrated by the data in the following table, residential building permits
are yet another indicator of the cyclic nature affecting the Spokane area
economy.


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James Ratkovich & Associates, Inc.                                        25
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East 923 Third Avenue, Spokane WA
- ---------------------------------


REGIONAL OVERVIEW (continued)

Following the successful Expo '74, residential construction in Spokane County
increased dramatically for 3 years, then fell precipitously as the severe
regional/national recession and record high interest rates virtually shut down
the local economy in 1980. The failure of the Spokane economy to stage a
significant recovery from the recession of the early 1980's was due to continued
problems in lumbering, mining, and agriculture. The residential construction
recovery began in 1989, and has continued a steady course upward.

In 1993, Spokane experienced a 9.8 percent increase in the number of new homes
built over the previous year (2,124, or 177 per month), and a 17 percent overall
increase in the number of dwelling units. In 1994, the level fell to 1,897
permits. During 1995, single family permit volume dropped again to 1,029, the
lowest it has been since 1990. The first 3 months of 1996 saw only 266 permits
issued county wide for new single family home construction.

The statistics show a dramatic rise in the number of permits issued for
apartment projects over the past 4 years. In 1995, the city and county issued
permits for 974 new multifamily units (5+ units), with another 90 units
permitted during the first quarter of 1996. Increased construction activity has
begun to effect the historically tight apartment market. The overall vacancy
rate during the first quarter 1996 was about 7.50 percent, up 2 percent from
year-end 1994, and 1.25 percent from the same quarter 1 year earlier. The
increase in apartment vacancies are the result of new units coming on-line and
renters who have purchased homes with low interest rates available over the past
few years. Condominium units have not found the market acceptance of single
family homes and apartment units during the 1990's. During the 6 year period
from 1990 through 1995, only 301 new condominium units were constructed county
wide, with 53 of the units located within the Spokane city limits. During the
first 3 months of 1996, only six new condominium units were filed in the entire
county.

The upswing in single family and apartment construction has also carried over
into the arena of major construction projects. According to the Spokane Journal
of Business, construction activity around the fringe area is continuing at a
rapid pace. More than $90 million worth of major projects are underway and
additional projects valued at roughly $45 million are planned. There is
currently $46 million in construction work under way or about to get started in
Downtown Spokane. The West Plains area, west of Spokane, has six major projects
underway or planned for the area, including an expansion at the prison, a large
truck stop, two new motels, a residential subdivision, and a multi-faceted
development at Medical Lake. In addition, two big projects valued at $26 million
are under way at Fairchild Air Force Base, and an $8.5 million hospital
renovation is planned.


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James Ratkovich & Associates, Inc.                                        26
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East 923 Third Avenue, Spokane WA
- ---------------------------------


REGIONAL OVERVIEW (continued)

In 1995, Spokane International Airport had $14 million in improvements. The
improvements consisted of resurfacing the main runway, a new fuel farm, third
baggage claim, remodeled restaurant facilities, and a new cargo apron.
Approximately $2 million in additional improvements are planned for 1996 for
better circulation of traffic and cargo.

                  RESIDENTIAL BUILDING PERMITS, SPOKANE COUNTY

================================================================================
               Total      Single     Units in     Units in
              Dwelling    Family      Duplex      3-4 Unit    5+ Unit
        Year   Units      Units       Units      Structures  Structures
- --------------------------------------------------------------------------------
        1986   1,729        937         106          55         631
        1988   1,007        675          40          27         265
        1990   1,724      1,324          82           0         318
        1991   2,344      1,254          52          10         654
        1992   2,697      1,934          78          28         657
        1993   3,156      2,124         106          46         880
        1994   2,843      1,897         150          65         731
        1995   2,534      1,395         114          51         974
        1996*    386        266          22           8         90
================================================================================
Source:   Spokane Real Estate Research Report, Spring 1996
*  1996 figures through March 31st

REAL ESTATE SALES

Home sales increased steadily from 1990 through 1993. Within the city of
Spokane, sales for 1990 totaled 5,158. In 1992 there were 5,504 sales, while in
1993 sales totaled 5,195. According to the Spokane Multiple Listing Service,
single family home sales dropped 4.8 percent from 1993 levels during 1994, the
first decline in 5 years. Single family homes sales in 1995 remained at 1994
levels. The average marketing period increased from 64 days in 1994 to 73 days
in 1995. The average price of homes sold in 1994 was $107,815, and rose to
$110,271 in 1995.


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James Ratkovich & Associates, Inc.                                        27
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East 923 Third Avenue, Spokane WA
- ---------------------------------


REGIONAL OVERVIEW (continued)

The commercial rental market remains tight, although the past 5 years have seen
strong new construction activity. The Spokane Industrial Park, with over 4
million square feet, has a 6 percent vacancy rate as of year-end 1995, up from 3
percent in January 1995. The difference is the result of the loss of one 152,000
square foot tenant. The first quarter 1996 vacancy rate for office buildings in
the central business district was 15.6 percent, up about 2 percent over the year
earlier figure. Further analysis of the downtown office market reveals that much
of the vacant space is located in Class C office buildings which are reporting
an average vacancy rate of about 25 percent. Retail space in the central
business district was about 18 percent as of year-end 1995, as compared with a
vacancy rate of 6.7 percent for retail space located outside the Spokane central
business district.

SUMMARY

The Washington State economy has improved over the past 2 years which will
continue to benefit the Spokane region. Recent developments include the opening
of Japanese apple markets to Washington State apples, and recent ambitious
hiring of new workers by Boeing after 4 years of layoffs. The Spokane area has
several factors working in its favor: it retains its highly skilled labor force;
has a housing supply, which despite recent price increases, is still relatively
affordable; and it offers a desirable quality of life associated with the Inland
Northwest. These factors, combined with successful efforts by the Spokane
government and business community to sustain recent growth patterns should work
to continue overall economic health and expansion.


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James Ratkovich & Associates, Inc.                                        28
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East 923 Third Avenue, Spokane WA
- ---------------------------------


                            NEIGHBORHOOD DESCRIPTION

The Appraisal Institute defines a neighborhood as "a group of complementary land
uses." A neighborhood may be more specifically defined as "a portion of a larger
community, or an entire community, in which there is a homogeneous grouping of
inhabitants, buildings or business enterprises."(3) "...neighborhood boundaries
may consist of well defined natural or manmade barriers or they may be more or
less well defined by a distinct change in land use..."(3)

The subject neighborhood is a mixed-use area located less than a mile east of
the downtown Spokane central business district. Interstate 90, the dominant
highway arterial serving the Spokane area, follows an east/west alignment along
the south side of the neighborhood, approximately 2 blocks south of the subject.
The neighborhood has seen little new development activity in recent years,
however, a number of older structures have sold over the past 2 to 3 years and
then undergone subsequent renovation and modernization. The boundaries of this
neighborhood are defined as follows:

      South:   Interstate 90 right-of-way
      West:    Hamilton Street/State Route 290
      East:    Division Street/U.S. Highways 2 and 395
      North:   The Spokane River

Interstate 90 is the predominant arterial serving the neighborhood. It connects
Spokane with Coeur D'Alene, Idaho, to the east, and cities throughout Washington
to the west before ending at Seattle. Interstate 90 continues east from Coeur
d'Alene across the entire country, having its easterly terminus in Boston,
Massachusetts. This interstate is one of two major interstates serving the north
part of the country and is heavily traversed by trucks carrying goods between
the Northwest and eastern portions of the country. Interstate 90 is readily
accessible from the area by an interchange at Hamilton Street/State Highway 290,
and by a number of entry and exist ramps within a mile of the subject located in
the downtown area.

Second and 3rd Avenues are arterial surface streets connecting the downtown area
with areas of east Spokane and unincorporated Spokane Valley. Just east of the
subject, both streets pass underneath the Hamilton Street/State Route 290
overpass interchange with Interstate 90. East of this overpass, 3rd Avenue
becomes the east bound interstate frontage road while 2nd Avenue becomes the
west bound interstate frontage road. Both streets are one-way, multi-lane
streets designed to accommodate peak period traffic flows between residential
areas east of the city and places of employment in the central business
district.


- ----------
(3)  The Appraisal of Real Estate; 10th Edition, The Appraisal Institute; 1992


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James Ratkovich & Associates, Inc.                                        29
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East 923 Third Avenue, Spokane WA
- ---------------------------------


NEIGHBORHOOD DESCRIPTION (continued)

The area was originally primarily developed with light industrial uses with a
few single family homes located in the south part of the neighborhood. The
original light industrial uses consist primarily of single occupant
office/warehouse buildings. More recent industrial development has included
multi-tenant office/warehouse parks. A new industrial park containing incubator
type space was completed on a vacant site about 4 blocks west of the subject in
1994. A multi-tenant industrial park containing larger units is located a block
north of the subject along Pacific Avenue. A site located north of the subject
across 2nd Avenue contains the only major office property in the neighborhood, a
two-building, four-story, multi-tenant complex.

Many of the office/warehouse type buildings along 2nd and 3rd Avenues have been
renovated and converted into office or retail type uses. The VTR Video facility
adjoining the subject is an example of an office/warehouse building sold within
the past 2 years and then converted to an alternate use. The most visible land
use along 3rd Avenue is the Costco warehouse store. This store is located just
west of the subject between 3rd Avenue and the Interstate 90 right-of-way. In
light of recent sales and renovation of existing light industrial properties in
the neighborhood, and the good access and exposure provided by 2nd and 3rd
Avenues, as well as the close proximity to Interstate 90 and the central
business district, it is likely that the neighborhood will continue to provide a
stable environment for real estate investment.


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James Ratkovich & Associates, Inc.                                        30
<PAGE>

================================================================================



                           [Neighborhood Map Omitted]



================================================================================

                                ----------------
                                Neighborhood Map
                                ----------------


                                                                              31
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


                             Hotel Industry Overview

Shilo Inns Company is in the competitive limited-service hotel market. According
to Trends in the Hotel Industry, 1996, this segment of the lodging industry saw
a proliferation of new properties in the mid-1980s. It was seen as a favorable
segment with guest rooms that are frequently superior to full-service hotel
rooms at one-half to two-thirds the rate. For hotel managers the properties are
simple to operate and for ownership and lenders, they provide higher profit
margins and lower risk. The limited service hotel segment appears to have
matured and is lagging the industry as a whole but have still achieved in 1995
an aggregate occupancy of 70 percent and average room rates increased 5.9
percent and 41.8 percent average operating profit. Its market demand is reported
at 51.4 percent tourist and 45.8 percent business with the balance allocated to
conventions and conferences.

Shilo Inns typically provides an example of a good limited service hotel
property. Their hotels typically have clean and modern properties with good
access, exposure and on-site parking. The interiors typically contain a
comfortable lobby with check-in counter, one or more meeting rooms, fitness
center, swimming pool, spa, as well as satellite TV, airport shuttle service and
free daily newspapers. Major competitors to the Shilo Inn chain in its market
place include Holiday Inn Express, Comfort Suites, Phoenix Inns, Radisson,
Ramada and some Best Western franchises. The Residence Inns and Marriott
Courtyards cater to a higher priced market sector and are above the subject
segment.

The national limited-service hotel market is experiencing steady growth after
several years of sluggish economic conditions. Overall, market conditions are
continuing to improve, occupancies are higher, concessions are decreasing, and
revenues are beginning to rise. Gross Domestic Product, often an indicator of
travel patterns, is projected to grow at 2.5 percent to 3.0 percent in 1996.
Hotel occupancy for the nation is expected to rise to 71.2 percent, while the
average daily rate is anticipated to grow to $88.10. In general, modest but
stable growth and little inflation are likely to characterize the regional
economy in 1996 and 1997. The following table shows a summary of the US Lodging
Industry's 1995 Regional Performance:

<TABLE>
<CAPTION>
             ------------------------------------------------------------------------------------------
                                            Occupancy                      Average Daily Rate
             ------------------------------------------------------------------------------------------
                                     1995      1994     Variance        1995       1994      Variance
              <S>                   <C>        <C>        <C>        <C>        <C>           <C> 
                New England         74.3%t     72.0%      3.2%       $131.90    $125.23       5.3%
                Mid Atlantic
               North Central        69.6%      68.6%t     1.3%         82.59      79.41       4.0%
               South Atlantic       70.1%      68.2%t     2.8%         80.51      77.88       3.4%
               South Central        68.7%      67.7%t     1.5%         68.39      65.61       4.2%
             Mountain/ Pacific      71.4%      70.1%      1.7%         87.69      83.70       4.8%
                 Nationwide         70.6%      69.2%      2.0%       $ 85.92    $ 82.21       4.5%
             ------------------------------------------------------------------------------------------
</TABLE>
Note: Average property size = 210 rooms                   Source: PKF Consulting


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James Ratkovich & Associates, Inc.                                        32
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East 923 Third Avenue, Spokane WA
- ---------------------------------


Hotel Industry Overview (continued)

Investors are seeking limited-service hotels with upside potential in many
regions of the country, including the Mountain and Pacific Regions, which
encompasses the states west of the Continental Divide. 1996 and 1997 are
forecast to have an annual average demand growth rate of 3.6 percent to 3.8
percent and RevPAR (room revenue per available room) growth of 5.2 percent to
7.3 percent according to the April 1995 issue of Coopers & Lybrand's Hospitality
Directions. Further, this region outstripped the rest of the country in Rooms
Demand with a 3.7 percent average percent change and a modest supply increase of
only 1.6 percent as shown in the table below.

             ------------------------------------------------------
                                    Rooms Demand      Rooms Supply
                                    Average percent  Average percent
                                       Change           Change
             ------------------------------------------------------
             New England                2.5%            1.2%
             South/Middle               3.1%            1.4%
             Atlantic
             East South/North Central   3.4%            1.6%
             WestSouth/North Central    3.2%            1.3%
             Mountain                   3.7%            1.6%
             Pacific                    2.8%            2.8%
             ------------------------------------------------------

Investors cite improving operating results, a limited new full-service supply,
and the relative scarcity of new development financing as influencing factors
underlying the strong interest in this segment. In fact, many investors have
stated that full-service hotels are considered the best hotel investment
opportunity for 1996. In late 1995, investors were purchasing limited-service
hotels at 70 percent of replacement cost; however, the inventory of quality
full-service hotels is dwindling and competition is increasing. One of the more
desirable acquisition targets is re-flagging a property in a major hotel chain
that commands immediate brand name recognition and offers strong reservation and
marketing systems.

New construction activity is expected to surge as investors target secondary and
tertiary locations where an aging room supply exists and many operators are
unwilling or unable to invest in room modernization. New construction between
1995 and 1997 is expected to be 40 percent higher than 1990 to 1993. Supply
growth will edge up approximately 1.5 percent in 1996 and 1997, but is still
below the 2.4 percent average growth rate that prevailed in the 1970s.

Renovation costs are a significant consideration in hotel investors'
determination of price/value and return requirements. The majority of market
participants anticipate that soft goods refurbishment be completed every five to
seven years and a total refurbishment be completed every 10 years. In factoring
these costs into price/value, investors typically attempt to discount them from
the price/value; however, they are not always successful. An investor who
intends to purchase a property, upgrade and reposition it will forecast higher
renovation and property improvement costs than one who is not seeking to
"reflag" the property. Thus, the first investor of an older property has less
room for negotiation.


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James Ratkovich & Associates, Inc.                                        33
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East 923 Third Avenue, Spokane WA
- ---------------------------------


Hotel Industry Overview (continued)

Investors continue to base pricing on historical 12-months cash flow and are
less willing to pay for any upside potential. Nearly 58 percent of participants
in a recent Coopers & Lybrand's poll reported that they capitalize their prior
12 months income.

Investors also prefer fee simple purchases to ground leases; however, in high
density locations such as the central business district or airport areas, ground
leases are generally in-place. Almost all investors look at the potential of
buying out the lease or renegotiating the terms. Leases tend to be calculated on
either a fixed payment or a percentage of revenue basis, with investors shying
away from percentage payments.

The following table shows a summary of major hotel transactions. The survey was
conducted by Hospitality Associates and covers the years 1991 to 1995. There is
a clear trend showing both increased activity and prices paid since 1992 when,
many believe, the market bottomed out for hotel sales.

- --------------------------------------------------------------------------------
Year        Number of        Number of      Average Price Per Room
          Transactions        Rooms       
- --------------------------------------------------------------------------------
1995           107            38,135              $83,000
1994            83            30,452               76,000
1993            40            15,825               74,000
1992            41            17,219               63,000
1991            52            15,806               87,000
- --------------------------------------------------------------------------------

While financing has been constrained in past years, debt financing sources have
begun to ease credit terms and Wall Street firms and institutional money sources
are targeting hotel investments. Lenders who are active in hotel debt financing
include insurance companies, banking institutions, and finance/credit companies
such as Finova Capital Corporation, Heller Financial, and GE Capital
Corporation. Publicly traded companies such as Host Marriott, Prime Motor Inns,
and Felcor Suite Hotels are aggressively pursuing acquisitions. Many lenders are
offering secondary financing above 80 percent loan to value ratios. REITs are
becoming aggressive in purchasing hotels. This is especially true of Patriot
American Hospitality, Inc., the largest REIT, which filed an initial public
offering (IPO) with the SEC in late September 1995 and raised more than $350
million.

As a result of increased financing availability, investors have benefited by
more favorable long-term financing. For instance, the first quarter 1995,
American Council of Life Insurance Companies` (ACLI) average interest rate was
9.41 percent. Typically loans are indexed to the prime rate, treasury rate or
LIBOR. The range of loan amortization is from 15 to 25 years with 20 years being
average. A typical loan-to-value ratio is 50 percent to 75 percent with the
average reported at 63 percent. Debt-coverage-ratios have ranged between 1.25
percent to 1.50 percent with 1.40 percent being average.


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James Ratkovich & Associates, Inc.                                        34
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


Hotel Industry Overview (continued)

Full-service hotels are considered most vulnerable to new competition,
particularly from newly built, limited-service chain hotels. In addition, they
suffer from operating deficiencies, including high property operation and
maintenance costs, utility expenses, and upgrading, which erode profitability.
Because it is likely that new construction funds will increase the competitive
supply of both limited and full service hotel rooms by late 1996 and 1997,
owners of older properties are advised to reinvest in the physical plant to
cement guest loyalty. Owners are now beginning to realize that historical
reserve funding levels, typically between 3 percent to 4 percent of total
revenues, are insufficient to fund necessary capital improvements over the life
of a property. Actual capital expenditures for well-maintained properties often
exceed 7 percent of total revenue.

Job growth, the most important indicator of sustained demand for real estate,
continues to substantially trail general economic growth. In fact, many are
calling our current economy a "jobless recovery." No immediate acceleration is
anticipated, due to factors such as improved productivity in many industries and
overall caution on the part of employers.

As stated, it is likely that additional sources of capital will provide
opportunities. Further, many market participants believe that rising inflation
with have a positive net effect on earnings as room revenue is expected to
out-strip increases in operating costs. Trade agreements such as GATT should
have a positive effect on the hotel industry, and the advent of low-cost
airlines will promote more travel and higher occupancies.

New ideas, especially new ideas in technology, continue to be one of the
industries in which the US is remaining competitive in global markets. As the US
achieves a higher level of technology, the hospitality industry has the
opportunity to implement this technology in areas where guests need it most:
checking into the hotel, and communications. Adopting new technology is an
opportunity for hotels to remain competitive and maintain and expand their
customer base. For instance, AT&T's telecommunication package, "Guest Works,"
improves call-processing, accounting and provides specialized voice messaging
through a server.

Selling expenses typically range from 2.5 percent to 5.0 percent of the total
purchase price. According to a national hotel/motel brokerage firm located in
Southern California, the marketing period for limited-service hotels ranges from
3.0 to 12.0 months with an average of 9.0 months. An average 90-day closing
period is typical (from the time a hotel is put under contract to closing).

The early 1990s have been cruel to the hospitality industry, but Shilo Inns has
gone against the grain.(4) Big national chains have been fighting to keep
troubled properties. Many retreated from hotel ownership to seek a relatively
safe haven as hotel management companies. Small independent operators, seeking
security in numbers, flocked to join national franchises.

- ----------
(4)   "Portland Business Journal,"  May 31, 1993, Vol. 10, No. 14,  p. 13.


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James Ratkovich & Associates, Inc.                                        35
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


Hotel Industry Overview (continued)

The Shilo Inn capitalized on its regional identity and superior reputation to
make gains in its market areas. Mr. Mark Hemstreet, the owner and head of this
privately held company was quoted saying, "I'll take consistent management and a
good product any day over a good location. If guests are greeted with friendly
service and nice clean rooms, they'll come back to Shilo again and again." With
46 hotels and motels, Shilo has become a formidable chain in the West, owned by
just one person making it the 102nd largest lodging company in the world. The
company has about 2,000 employees in nine Western states. Shilo's "affordable
excellence" promotion strategy appears to have been successful in retaining its
core customer base. Shilo's size enables the company to not only get economies
of scale enabling its successful advertising and referral network, but also it
eliminates the need to associate with a costly franchise.

Mr. Hemstreet's willingness to invest in what may be considered secondary
locations goes against the trend of national operators. This provided Shilo Inns
with a competitive advantage, bringing them to maturing markets ahead of the
competition and providing a regional network of lodging facilities to service
their loyal guest base. They appeal to business travelers and tourists alike.
Further, Shilo Inns has continued to invest in renovation and upgrade of older
properties and has superior maintenance and replacements programs. Shilo Inns
has an effective company credo: to deliver consistently high standards from
friendly, efficient, and dedicated employees; and to provide clean, comfortable
and affordable accommodations.(5)

In general, we can conclude that the hotel industry is experiencing the best
growth since the trough of 1992. Increases in occupancies, average daily room
rates, and profitability has been reported throughout the industry in all market
segments. The following chart and accompanying table shows five key indications:

o     Average Daily Rate Change Rate
o     Operating Expense Change Rate
o     Free & Clear Equity Capitalization Rate
o     Residual Capitalization Rate
o     Free & Clear Equity Internal Rate of Return


- ----------
(5)  "Oregon Business," October, 1993, Vol. 16, No. 10, p. 32.


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James Ratkovich & Associates, Inc.                                        36
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


Hotel Industry Overview (continued)

                       National Full-Service Hotel Market
           From Coopers & Lybrand L.L.P. -- "Hospitality Directions"

                               [BAR CHART OMITTED]

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
           4th Qtr,'93  1st Qtr,'94  2nd Qtr,'94  3rd Qtr,'94  4th Qtr,'94  1st Qtr,'95  2nd Qtr,'95   3rd Qtr,'95  4th Qtr,'95
- -------------------------------------------------------------------------------------------------------------------------------
<S>             <C>          <C>          <C>          <C>           <C>          <C>         <C>           <C>          <C>
ADR Chan        0.0278       0.0329       0.0315       0.0322        0.035        0.037       0.0383        0.0391       0.0417
- -------------------------------------------------------------------------------------------------------------------------------
Op. Exp. C      0.0344       0.0363       0.0354       0.0336       0.0355       0.0352       0.0345        0.0351       0.0348
- -------------------------------------------------------------------------------------------------------------------------------
Equity Cap      0.1143       0.1148        0.115       0.1127       0.0992       0.1073       0.1058         0.109       0.1065
- -------------------------------------------------------------------------------------------------------------------------------
Residual C      0.1189       0.1148        0.115        0.114       0.1014       0.1127       0.0992        0.1078       0.1067
- -------------------------------------------------------------------------------------------------------------------------------
Equity IRR      0.1505       0.1533        0.155       0.1575       0.1567       0.1523       0.1475        0.1496       0.1505
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

o     Average Daily Rate Change Rate

This rate expresses the percentage change in the Average Daily Room Rate. Like
the capitalization rate change, there is a clear trend expressed by the ADRs. In
this case, the trend shows a steady increase in rates. Every quarter since the
2nd Quarter, 1994 has shown incremental increases with an average quarterly
increase of 3.64 percent.

o     Operating Expense Change Rate

Operating Expenses as a percent of revenues have stayed relatively flat or
stable at about 3.5 percent. This indicates that there are economies of scale in
larger revenues since operating expenses can be limited to a stable proportion
of revenues.


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James Ratkovich & Associates, Inc.                                        37
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


Hotel Industry Overview (continued)

o     Free & Clear Equity Capitalization Rate

In contrast to the stability of the IRR, the Equity Capitalization rate (i.e.,
overall rate) is showing evidence of decline. A declining capitalization rate
indicates that investors are willing to accept a lower return from their
investment. It has been shown in the above narrative that sales have been
increasing. More purchasers in the market-place means more competition for a
finite supply, thus prices are increasing and investors must be willing to
accept a lesser capitalization rate. This type of trend encourages new
construction which, depending upon the extent of the construction, may stabilize
or even reverse the capitalization rate trend. It is not a given, however, that
occupancies and room rates will continue to increase. Based on available
information, it appears that the favorable trend will continue into 1997 and,
perhaps, beyond.

o     Residual Capitalization Rate

As would be expected, residual capitalization rates have declined consistent
with equity (or overall) capitalization rates

Summary

A dramatic strengthening of industry profits may be expected for 1996 and 1997
given the Coopers & Lybrand forecast. Major contributing factors include healthy
revenue expansion, modest increases in major expenses, continued productivity
gains, and below-average supply growth. Profits per available room are projected
to rise to $2,900 in 1996, and $3,500 in 1997.

There is a significant need to maintain and modernize older full-service hotels.
Shilo Inns has made a commitment to maintaining high-quality, attractive hotels.
Shilo has taken a "saturation" approach to expansion by locating throughout the
Pacific Northwest. Although not a franchise, the Shilo Inns name is recognizable
and has a loyal following. The Shilo Inn name is certainly beneficial in this
region and probably largely responsible for the success of the
off-the-beaten-path locations. Because Shilo is privately owned and Mark S.
Hemstreet is truly an industry insider, it is likely that Shilo Inns are better
managed due to his oversight.

Overall economic trends are positive in the Pacific Northwest and surrounding
regions. This is contributing to the growth in the lodging industry and these
trends appear to be sustainable through the few years. New additions of supply
are expected to provide stiff competition to existing properties and much of
this is coming from Holiday Inn Express and some Comfort Suites. However, Shilo
Inns typically have one of the best locations in its local market areas and with
their efficient management and continuos maintenance programs they should be
able to maintain their market share, if not increase it at he expense of less
competitive properties. Clearly, the trend in the limited service lodging
industry continues to be towards "suite" properties. Shilo Inns has many such
properties and generally provide good size rooms with market desired amenities
at an affordable price. Given the positive economic trends in the many of the
markets Shilo Inns is located, central reservation system, large guest following
and solid management structure with efficiencies in purchasing and marketing it
is reasonable to conclude that the Shilo Inns will continue to be a successful
chain with a positive outlook for the foreseeable future.


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East 923 Third Avenue, Spokane WA
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                                SITE DESCRIPTION

The site is an irregular shaped assemblage of 10 city lots. The property has
frontage on 3rd Avenue, 2nd Avenue, and on the Sprague Avenue collector that
connects 3rd Avenue with Sprague Avenue, 2 blocks north of 2nd Avenue. The site
includes a portion of an abandoned city alley, and shares driveways with
adjoining properties fronting 3rd Avenue. The site contains an estimated 78,200
square feet, or 1.8 acres. The property has approximately 400 feet of frontage
on the south side of 2nd Avenue, 50 feet of frontage on the north side of 3rd
Avenue, and 150 feet of frontage on the 3rd Avenue collector with Sprague
Avenue. A plat map and site plan are located at the end of this section.

Visibility and Access

The Shilo Inn and site has fair visibility and exposure to pass by traffic.
Primary access to the site is from the 3rd Avenue frontage, which consists of a
single 50 foot wide city lot. This access from 3rd Avenue is via two driveways
located on adjoining parcels. Visibility and exposure to pass by traffic on 2nd
Avenue is better than the visibility from 3rd Avenue, as the subject has
approximately 400 feet of frontage on 2nd Avenue. However, the buildable portion
of the site is significantly above grade with 2nd Avenue. The site slopes
steeply downward from the buildable portion of the site down to the grade of 2nd
Avenue along most of the street frontage. The slope along part of the frontage
is reinforced with a rock retaining wall. Ingress to the site from 2nd Avenue is
provided by a paved driveway extending from the center of the street frontage
along the north side of the hotel building that connects with the paved parking
lot on the west side of the hotel. No egress is available to 2nd Avenue. No
access is available from the 3rd Avenue collector with Sprague Avenue. Ingress
and egress is also available across the parking lot of the adjoining restaurant
property fronting 3rd Avenue. As indicated in the Assumptions and Limiting
Conditions, this appraisal is made with the special assumption that there are
recorded easements for ingress and egress across the parking lots and driveways
of the adjoining properties which provide primary access to the hotel. Overall,
access is adequate, although not optimal.

Off-Site Improvements

Both 2nd Avenue and 3rd Avenue are asphalt paved arterial streets improved with
concrete curbs, gutters, and sidewalks, and street lights. Third Avenue contains
three east bound lanes. Second Avenue has west bound lanes in front of the Shilo
Inn, but narrows to three lanes just west of the subject. No street parking is
permitted along either street adjacent to and east of the subject. Street
parking is permitted along both streets to the west of the Sprague Avenue
collector.

East of Arthur Street, a half block east of the subject, both streets slope
downward and under Hamilton Street/State Route 290 and the Interstate 90
interchange. West of Hamilton Street, 3rd Avenue becomes the east bound
interstate frontage road on the south side of the highway, while 2nd Avenue
becomes the west bound interstate frontage road along the north side of the
interstate.


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East 923 Third Avenue, Spokane WA
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SITE DESCRIPTION(Continued)

Topography and Drainage

Areas to the south and west of the subject are generally level and at grade with
the adjoining properties and streets. Just north and east of the subject, the
topography of the area becomes more irregular and slopes downward to the north
and east adjacent to the subject. The entire subject frontage along 2nd Avenue
is significantly above street grade and slopes steeply downward to the street
level along the entire north side of the site. Rock retaining walls have been
constructed along portions of the 2nd Avenue frontage to reinforce the site.
With the exception of the 2nd Avenue frontage, the remainder of the site is
mostly level, and at grade with the adjoining parcels fronting 3rd Avenue.

Drainage of surface water is by storm drains located in the asphalt paved
parking and driveway areas. According to a 1990 environmental assessment, these
storm drains appear to connect with the city storm water drainage system along
the 2nd Avenue frontage. All drainage facilities were clear of debris and
appeared to be well maintained during our property inspections. The subject site
is NOT LOCATED in a FEMA designated flood hazard zone and should not require
flood insurance.

On-Site Improvements

On-site improvements include asphalt paved parking and driveway areas, as well
as landscaping along the 2nd Avenue street frontage. Approximately 37 parking
spaces are provided in the parking lot located on the east side of the building,
with 40 additional spaces provided in the parking lot on the west side of the
building. Five additional spaces are found next to the main hotel entrance on
the south side of the building and 13 parking spaces are located along the main
access driveway from 3rd Avenue, for a total of approximately 95 on-site parking
spaces. Additional parking is provided by 24 paved spaces located on the
adjoining VTR video property and accessed via the driveway located on the VTR
property that serves as one of the two primary driveways serving the subject and
from the subject's east parking lot. There is also a landscaped island extending
most of the length of the single parcel fronting 3rd Avenue. This landscaped
island contains trees and shrubs, and is equipped with an automatic irrigation
system. There are pole mounted parking lot lights in the paved parking areas and
in the landscaped island.


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East 923 Third Avenue, Spokane WA
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SITE DESCRIPTION(Continued)

Surrounding Uses

The subject site is located in an established light industrial district in close
proximity to the downtown central business district that has seen some change in
use to commercial uses in recent times. The survey of surrounding land uses is
summarized below.

      North: Second Avenue and then a multi-story office complex.

      South: Third Avenue and then a single family residence that has been
             converted to a commercial use, an office/warehouse building, and a
             Costco warehouse store.

      East:  An office/warehouse building that has been renovated into offices
             for a video production company within the past 2 years and a
             two-story office building.

      West:  An office/warehouse building that has been converted into an 
             antique mall and a restaurant.

Zoning

The subject site is zoned M1-L, Light Industrial, by the City of Spokane. This
is a broad zoning designation that permits a variety of light industrial uses,
including manufacturing, warehousing, assembly, as well as commercial uses,
including offices, hotels, retail, and service businesses. Residential uses are
not permitted in areas zoned M1-L. Other aspects of the M1-L zone are summarized
as follows:

      Height Limit:       150 feet

      Max. Site Coverage: 75% with gross floor area not exceeding 10 times 
                          lot area

      Min. Lot Size:      None

      Setbacks:           Front: None

                          Side and Rear: None except when abutting a residential
                                         district

      Parking Required:   1 space for every 2 guest rooms, and 1 space for 
                          every 4 restaurant and lounge seats

      Parking Provided:   95 by physical count plus 24 leased spaces


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East 923 Third Avenue, Spokane WA
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SITE DESCRIPTION(Continued)

Traffic

Traffic data compiled by the City of Spokane and the Washington Department of
Transportation is summarized below: These data represent average daily traffic
(ADT), expressed as daily average of annual traffic volume. The daily average is
expressed in average vehicles per day (VPD).

      1) Interstate 90, both directions                     73,000 VPD

      2) 2nd Avenue, west bound ADT:                        13,500 VPD

      3) 3rd Avenue, east bound ADT:                        10,500 VPD

      4) Arthur Street between
         2nd and 3rd Avenues, both directions               9,600 VPD

Soils

No soils report was provided to the appraisers. We have inspected the building
interior corridors, ground floor slab areas, parking lots, and surrounding
parcels for evidence of subsidence, heaving or separation cracking. None of
these effects was evident from our inspections. Therefore, it is assumed that
the subject soils and subsoils have adequate load-bearing capacity to support
the existing improvements, although this opinion is in no way to be construed as
having the weight of a professional engineer's opinion. Such matters are clearly
beyond the expertise of the appraisers to determine and beyond the scope of this
appraisal assignment. If a conclusive opinion is required, the services of a
properly licensed professional engineer should be retained.


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East 923 Third Avenue, Spokane WA
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SITE DESCRIPTION(Continued)

Utilities

All utilities are available to the subject site. Utility providers confirmed
with planning and building officials are summarized below.

      Domestic Water:         City of Spokane
      Sanitary Sewer:         City of Spokane
      Electric/Natural Gas:   Inland Power
      Telephone:              U. S. West

Public Services provided to the subject property also include:

      Fire/Paramedic:         City of Spokane
      Police:                 City of Spokane

Easements, Restrictions, CC&Rs, Adverse Encumbrances

No title report was provided to the appraisers. Therefore, we are unaware of any
adverse restrictions or easements that may be present. No apparent easements or
restrictions which would adversely impact the utility or marketability of the
subject property were noted during our property inspection, and we have
therefore assumed no such conditions do exist. However, as indicated in the
Assumptions and Limiting Conditions, a recorded easement for ingress and egress
benefiting the subject across the driveways of the adjoining properties fronting
3rd Avenue which are used as the primary access to the hotel and for access to
the parking spaces located at the back of the VTR Video building which are
leased by Shilo Inn and accessed from the subject's east parking lot, are
assumed to exist.


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East 923 Third Avenue, Spokane WA
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SITE DESCRIPTION(Continued)

Assessment and Taxes

The Spokane County Assessor's parcel number is 35201.4432. The 1996 total
assessed value is $2,931,500, allocated at $243,000 for the land and $2,688,500
for building. Real estate taxes for 1996 are $43,333.84. As of October 10, 1996,
the Spokane County Treasurer's Office reports that the first installment of 1996
taxes have been paid, with the second installment in the amount of $21,666.92,
due on or before October 31, 1996. Real estate taxes for 1995 were $43,753.22,
or less than 1 percent higher than the current year taxes. As of the writing of
this report, it was not possible to determine what impact, if any, the recent
remodel of the hotel will have on the assessed valuation, and therefore on
future real estate tax liability.

Conclusion

After careful consideration of the foregoing factors, the appraisers believe
that the subject site is well adapted to its current use as a hotel/motel site.
The Shilo Inn is located in close proximity to the central business district and
near the expansive industrial areas located just east of the Spokane city
limits, with convenient access to the transportation corridors serving the
entire metropolitan area. The location and access to transportation should
continue to enhance the hotel business as well as real estate values in the
subject neighborhood.


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James Ratkovich & Associates, Inc.                                        44
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                               [Plat Map Omitted]



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                                    PLAT MAP
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East 923 Third Avenue, Spokane WA
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                             IMPROVEMENT DESCRIPTION

The subject improvements consists of a five-story, average quality, Class C,
hotel building with 105 rooms encompassing 61,140 square feet gross. The
improvements were completed in 1973 and extensively remodeled during late 1995
and early 1996. Floor plan reductions are included at the end of this section to
provide visual orientation. The floor plan reductions do not include the
basement level of the hotel which contains a guest sauna and restrooms,
mechanical room, laundry room, storage, employee break room, and food pre-prep
area for the kitchen located on the 5th floor. No building plans were available
for review by the appraisers. Details and the description of material and
construction methods identified during our property inspection are summarized
below.

Size:                    105 Rooms

Room Type:                39  King
                          66  Queen (2 Beds)
                         ---
                         105  Total Rentable Rooms
                           6  Handicapped accessible rooms (included above)

Meeting Rooms:           Two meeting rooms on the ground floor
                         Banquet facility and large conference room on 5th floor
                         Cocktail lounge on 5th floor has vinyl partition
                         that can be closed to create another meeting room

Recreational Facilities: Pool, Jetted Hot Spa, Exercise Gym, Steam & Sauna Room

Restaurant:              Restaurant and banquet facilities located on 5th floor.
                         In addition, the hotel provides guests with a 
                         complimentary breakfast buffet. The kitchen, banquet 
                         facilities, restaurant, and cocktail lounge are 
                         operated by Shilo Inn.

Gross Building Area:     61,140 square feet

No of Stories:           Five excluding basement which is below grade

Parking:                 95 open paved spaces with additional parking leased 
                         from an adjoining property owner

Year Built:              1973; Remodeled in late 1995 and early 1996

Foundation:              Steel reinforced concrete spread footings

Floor Structure:         Basement floor is a poured reinforced concrete slab.
                         Upper floors are architectural (gypcrete) concrete over
                         plywood sheathing. The type of floor joists was not 
                         visible.


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East 923 Third Avenue, Spokane WA
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IMPROVEMENT DESCRIPTION (continued)

Exterior Walls:          Class C, masonry block construction on the end walls
                         and wood-frame with aluminum type siding on the other
                         exterior walls. Interior construction of gypsum wall
                         board over insulating bats. Wall insulation is not
                         visible and insulating factor is unknown.

Window/Sash/Door:        Double glazed, insulated windows in vinyl frames.
                         Bronze anodized aluminum frame double door storefront
                         at lobby entrance; all exterior doors of bronze
                         anodized aluminum with fire safety break away bars (20
                         minute fire rated).

Roof Structure:          Not visible. Assumed to be wood-frame roof trusses with
                         plywood decking. The roof covering is a torch-down tar
                         roof.

Interior Walls:          Painted split faced masonry block and 2"x4" wood frame
                         partitions, 16" or 24" on center with textured and
                         painted, or wall papered 5/8" gypsum wall board.

Interior Finish:         Floor covering in all rooms is hotel grade carpet;
                         floor coverings in lobby of carpet and ceramic tile at
                         service desk areas; floor cover in pool area of steel
                         reinforced poured in place concrete; floor cover in
                         restrooms of ceramic tile; incandescent and fluorescent
                         lighting, suspended decorative lighting in lobby.
                         Carpeting and ceramic tile flooring replaced as part of
                         the 1995 - 1996 remodel.

Lobby:                   Carpet and ceramic tile floor; built in front desk /
                         service counter, guest seating area, decorative
                         furnishings, and business office.

Guest Rooms:             Painted and papered drywall walls, suspended acoustical
                         tile ceiling system, carpet in guest rooms and ceramic
                         tile floor cover in bathroom, sliding vinyl frame
                         windows; wall mounted cabinetry with ironing board and
                         iron, wet bars in most rooms, microwave ovens, VCRs,
                         televisions, hair dryer, telephones in sleeping room
                         and bathroom, three telephone line capability, coffee
                         makers, furniture, draperies etc. See FF&E description.


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East 923 Third Avenue, Spokane WA
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IMPROVEMENT DESCRIPTION (continued)

Elevators:               Two hydraulic passenger elevators, 6 stops, 2,000 pound
                         and 13 person capacity.

Stairwells:              One interior stairwell and two exterior stairwells. One
                         exterior stairwell on the east end of the building and
                         one exterior stairwell on the south wing. The treads
                         are butterfly-type precast concrete with non-skid
                         finish. Hand rails of fabricated steel with smooth
                         finish, welded joints.

HVAC/Climate Control:    Individual wall mounted package HVAC units with
                         temperature control modules in each guest suite.
                         Central HVAC system with multi-zone control system for
                         common areas and lobby.

Electrical:              Electrical system design engineered to specific hotel
                         electrical loads; 3 phase, 4-wire multi-paneled power
                         busses.

Plumbing:                Each guest suite includes a tub with shower and toilet
                         in separate room contiguous to dressing room. Small
                         vanity with lavatory sink and wall mounted/surface
                         lighted mirrors and ventilator exhaust fans. Wet bar
                         sinks included in most units.

Fire Protection:         Fully sprinklered throughout, smoke detectors
                         throughout, fire alarm with hard wire activation system
                         and direct connection to local fire department; and
                         auxiliary emergency exit lighting.

Furniture, Fixtures 
 & Equipment:            Guest suites include either single king bed or double
                         queen beds; color televisions with remote controls;
                         VCRs, carpet, draperies; light fixtures and lamps;
                         combination desk/dresser units; luggage rack; 36"
                         parlor table with 2 upholstered wood chairs; night
                         stand, microwave oven and refrigerator; multiple phone
                         jacks. FF&E appears to be of above average quality with
                         no functional obsolescence attributable to quality,
                         layout or design. Most of the FF&E was replaced as part
                         of the 1995 - 1996 remodel, and is less than 1 year
                         old.


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East 923 Third Avenue, Spokane WA
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IMPROVEMENT DESCRIPTION (continued)

Site Improvements:

The site improvements include asphalt paved and striped parking areas (95
striped stalls). Landscaping is limited to the center island extending from 3rd
Avenue along the main entry driveway, around the building, and along the 2nd
Avenue frontage. It is well maintained and includes an automatic irrigation
system. Lighting in the parking lot is provided by pole mounted halide light
fixtures on poured in-place concrete pedestals. Parking lot lighting is
supplemented by decorative fixtures in the center landscaped island. Surface
water runoff through storm drains in the paved parking lot feeds into City of
Spokane storm drains along 2nd Avenue.

Depreciation

The hotel was completed in 1973, and has an actual age of approximately 23
years. A complete renovation of the facility was undertaken in late 1995 and
completed in February 1996, at a total reported cost of over $3,000,000. The
renovation substantially reduced the effective age below the actual age of 23
years. The room interiors were completely redone, and the common areas,
including the lobby, meeting rooms, and restaurant, were upgraded. The
improvements are well maintained and appear to have an effective age overall of
approximately 15 years. As we noted previously, they are in very good condition
due to the recent renovation. According to building industry sources, the
expected life of similar improvements is 50 years. Depreciation analysis in the
Cost Approach will reflect the effective age.

Functional Features and Concluding Remarks

Overall the improvements are in very good condition and show care of
maintenance. They are well designed, functional in their layout and provide good
utility and guest appeal. Nothing in our inspections suggests either the
presence of elements of functional obsolescence or deferred maintenance.

The operators' marketing strategy is focused on maximizing extended visit
patronage and corporate patronage. Weekend family patronage is also a large part
of the trade found at hotels in the central portions of Spokane. The single room
units, with amenities typically found in all suites hotels, is a cost effective
way to deliver more amenity and functional utility to the customer, without
incurring the additional costs associated with the development and operation of
multi-room suites. In-room microwave ovens and refrigerators, multiple phones,
guest laundry facilities, and attractive corporate plans seem to be effective in
attracting the target market customer.


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East 923 Third Avenue, Spokane WA
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IMPROVEMENT DESCRIPTION (continued)

Furniture, Fixtures & Equipment

The guest rooms are furnished with typical modern furnishings which include
either a single king-sized bed or double queen beds, side tables, desk, dresser,
chairs, table, draperies, night stands, color television with remote, video
players, microwaves, mini-refrigerators, lamps, couch, clock radio, coffee
maker, and two telephones. FF&E includes all the furnishings, linens and
supplies, cleaning and house keeping equipment, business office and front desk
equipment, furnishings and related personal items. We have estimated these
personal property items at a depreciated replacement value of $3,500 per room,
or $367,500.


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James Ratkovich & Associates, Inc.                                        50
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                              [Site Plan Omitted]



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                                    Site Plan
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                                   Floor Plan
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                              [Floor Plan Omitted]



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                                   Floor Plan
                                   ----------


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                              [Floor Plan Omitted]



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                                   Floor Plan
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East 923 Third Avenue, Spokane WA
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                          HIGHEST AND BEST USE ANALYSIS

The Appraisal Institute defines highest and best use as follows:

      "The most profitable likely use to which a property can be put. The
      opinion of such use may be based on the highest and most profitable
      continuous use to which the property is adapted and needed, or likely to
      be in demand in the reasonably near future. However, elements affecting
      value that depend on events or a combination of occurrences that, although
      in the realm of possibility, are not fairly shown to be reasonably
      probable, should be excluded from consideration. Also, if the intended use
      is dependent on a uncertain act of another person, the intention cannot be
      considered.

      "That use to which the land may reasonably be expected to produce the
      greatest net return to land over a given period of time. That legal use
      which will yield to land the highest present value. Sometimes called
      'optimum use.'"

In estimating highest and best use, there are essentially four stages of
analysis:

      1.    Possible Use. What uses of the site in question are physically
            possible?

      2.    Permissible Use (legal). What uses are permissible by zoning and
            deed restrictions on the site in question?

      3.    Feasible Use. Which possible and permissible uses will produce a net
            return to the owner of the site?

      4.    Maximally Productive Use. Among the feasible uses, which use will
            produce the highest net return or the highest present worth?

The highest and best use of the land (or site) if vacant and available for use
may be different from the highest and best use of the improved property. This is
true when the improvements are not an appropriate use, but it makes a
contribution to the total property value in excess of the value of the site.

The following tests must be met in estimating the highest and best use. The use
must be legal; the use must be probable, not speculative of conjectural; there
must be a profitable demand for such use; and it must return to the land the
highest net return for the longest period of time. These tests have been applied
to the vacant property. In arriving at the estimate of highest and best use, the
subject site was analyzed as vacant and available for development.


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East 923 Third Avenue, Spokane WA
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HIGHEST AND BEST USE ANALYSIS (continued)

As Vacant

Possible Use: The subject site is a highly irregular shaped, interior block
parcel that contains 78,200 square feet, or approximately 1.80 acres. The
property has 50 feet of frontage on the north side of 3rd Avenue and
approximately 400 feet of frontage on the south side of 2nd Avenue. The site
also has approximately 150 feet of frontage on the southwest side of the Sprague
Avenue collector. Both 2nd and 3rd Avenues are one-way surface street arterials
providing direct access between the central business district, less than a mile
west of the subject, with residential and industrial areas located on the east
side of Spokane and in unincorporated Spokane Valley.

The site is level and at grade with 3rd Avenue and the adjoining parcels.
However, the site is significantly above grade with 2nd Avenue, and slopes
steeply downward to street level along the entire 400 foot 2nd Avenue frontage.
Portions of the slope are reinforced with a rock retaining wall. Due to the
slope along 2nd Avenue, ingress and egress from this street is severely
restricted, and visibility to pass by traffic is somewhat limited. The main
portion of the site is located about 150 feet north of 3rd Avenue and connected
with this street by a 50 foot wide city lot. Due to the limited 3rd Avenue
frontage, the main portion of the 78,200 square foot site has limited pass by
visibility from this arterial street.

There are no apparent physical characteristics or constraints that would affect
development other than the topography along the 2nd Avenue frontage. Although a
number of uses appear physically possible for the site, the adjoining uses and
frontage on two arterial streets indicates that a commercial or industrial use
would be the most compatible use of the site from a physical standpoint.

Legally Permissible. The site is zoned M1-L, light industrial district, by the
City of Spokane. This zoning designation permits a variety of light industrial
uses, including warehouses, assembly, light manufacturing, as well as general
commercial uses, including offices, retail, hotels, gasoline stations, and
service businesses. No single family homes or apartment units are permitted on
land zoned M1-L.

Since no title report was provided for review by the appraisers, we are unaware
of any restrictions or easements that impact the subject. Normal utility
easements are assumed to exist. Access from 3rd Avenue is presently provided by
two curb cuts located on adjoining properties, with no curb cut along the
subject's 50 feet of 3rd Avenue frontage. In addition, access to parking spaces
located at the back of the adjacent VTR Video facility are accessible only from
across the subject site. As indicated in the Assumptions and Limiting
Conditions, this appraisal is made with the special assumption that there is a
recorded easement for ingress and egress benefiting the subject and the
adjoining properties. This easement enhances access to the subject, and does not
appear to have any adverse impact on value, marketability, or utility.


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HIGHEST AND BEST USE ANALYSIS (continued)

Feasible Uses. Although detailed feasibility analyses are beyond the scope and
purpose of the present assignment, local development trends, visual observation
and our consultations with other land use and appraisal experts has allowed us
to identify those uses which, today, could be expected to be economically
feasible. The subject site is relatively adaptable to most forms of commercial
and light industrial development found throughout the local area. The subject's
interior block location with limited 3rd Avenue visibility and poor 2nd Avenue
access would be a deterrent to most retail type users. However, sites with
similar physical attributes have been developed with hotels and office buildings
in the immediate area. Although an industrial use is both physically possible
and legally permissible, arterial street locations like the subject, have not
been developed with new industrial buildings in recent times.

Maximally Productive. Of the permitted uses our analyses suggest that the
maximally productive uses today are probably commercial in nature. Recent hotel
development in Spokane has taken place adjacent to Interstate 90 interchanges
with convenient interstate ingress and egress, or along the Division Street
corridor extending north from the downtown area, especially in the vicinity of
the Spokane River. Based on recent hotel development trends, development of the
subject site, if vacant, with a hotel may not be the maximally productive use of
the site. Commercial uses that appear may yield the maximally productive use for
the site today include a professional office building or a facility for a
service based business.

Based on this analysis, the highest and best use of the site, as vacant, is
considered to be for an office or commercial development catering to service
type businesses, that would capitalize on the location near downtown and high
volumes of pass by traffic.

As Improved

The analysis of highest and best use of the subject property as improved
involves examining the improvements and their relationship to the site in order
to determine the physical possibilities, legal permissibility, financial
feasibility, and the maximum productivity of the property. It considers the site
as it is presently improved and seeks to determine whether the improvements
should be rehabilitated, expanded, converted to another use, partially
demolished, totally demolished, or retained in their present condition and
status.

The subject improvements were constructed in 1973, and consists of an average
quality five-story hotel building with open paved parking and driveway areas.
The total gross area is approximately 61,140 square feet. The improvements
appear to conform with the current Spokane County zoning code, and are
considered a legal conforming use of the site. Since no title report was
provided, we are unaware of the existence of any unapparent easements,
covenants, or other legal restrictions that adversely impact the existing
improvements, but do assume that a recorded easement for ingress and egress does
exist.


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HIGHEST AND BEST USE ANALYSIS (continued)

Upon inspection, the building was found to be in good condition, having recently
been renovated at a cost of about $3,000,000. The guest rooms, meeting rooms,
restaurant, and common areas are modern and appealing. Six of the guest rooms
are designated for handicapped occupancy and designed to meet the requirements
of the Americans with Disabilities Act. The asphalt pavement of the parking
areas and driveways was found in be in good condition with visible parking space
lines. Based on the condition of the property, further renovation is not
indicated.

The subject is a legal conforming use of the site and could probably be expanded
under the guidelines of the current zoning code which requires only 1 parking
space for each two guest rooms, the hotel manager reports that on-site parking
is often inadequate to meet guest needs during periods of high occupancy and use
of the banquet facilities. Additional parking is leased from an adjoining
property owner to provide additional guest parking. Based on the apparent
parking constraints, expansion of the existing facility is not considered
feasible.

Although additional parking is leased from an adjoining property owner, the
subject conforms with the current requirements of the Spokane zoning code for
on-site parking, site coverage, and building height, and is not considered an
over-improvement of the site.

The 1995 occupancy rate was only 38 percent due to business lost during the
renovation, the subject's average occupancy rate over the past 4 years excluding
1995 has exceeded 60 percent and is currently reported to be approaching those
historical levels. Since completion of the renovation, the average room rate has
increased steadily and more so since the renovation.

As will be demonstrated in the three approaches to value, the existing hotel
improvements, which have consistently operated profitably, contribute value
significantly over the value of the vacant site. Based on this analysis, no
alternatives to the present use are considered physically possible, legally
permissible, and economically feasible. Therefore, the highest and best use, as
improved, is for continued use as presently developed, as a 105-room hotel with
restaurant and banquet facilities.


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                                    VALUATION

There are three approaches to value which will be employed in the analysis: the
Cost Approach including land valuation and construction cost analysis; Direct
Sales Comparison Approach evaluating sales of similar properties; and an Income
Approach based upon the property operating at stabilized income levels.

Cost Approach

In the appraisal process, the Cost Approach requires an analysis of sales of
similar parcels of land to arrive an estimate of market value for the subject
site. An estimate is then made as to the cost to replace the subject's
improvements at today's costs using reliable sources of cost data. Depreciation
or obsolescence from all causes is estimated based on the experiences of similar
properties. Depreciation is then deducted from the replacement costs as new to
arrive at the present worth of the improvements and the site.

Market Approach  (Direct Comparison Approach)

This is an appraisal procedure in which the value estimate is predicated upon
prices paid in recent market transactions. Listings and offerings of property
may also be utilized in this analysis, however, the use of listings is limited
since the property has not met the full test of the market and usually tends to
set the upper limit of value. The steps the appraiser follows in this approach
are set forth below.

      1.    Seeks out similar properties for which pertinent sales, listings,
            offerings and/or rental data are available.

      2.    Qualifies the price as to terms, motivating forces and bona fide
            nature.

      3.    Compares each of the sale properties' important attributes with the
            corresponding ones of the properties being appraised, under the
            general division of time, location, income and physical
            characteristics.

      4.    Considers all dissimilarities in terms of their probable effect upon
            the sale price.

      5.    Formulates an opinion of the relative value of the property being
            appraised as compared with the price of each similar property.


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VALUATION (Continued)

The units of comparison abstracted from the sales are the sales price per square
foot or unit and the overall rate of return. Each of these units of comparison
is discussed more fully below.

Sales Price per Square Foot or Unit

This is an expression of the total consideration divided by the particular unit
of comparison. Its chief advantage is that it is a direct comparison of the
price of the comparable to the property in question. Weighing of comparables may
be necessary due to differences of location, physical characteristics, market
conditions and terms of the sale transactions. It is most accurate when the
subject and the comparables are of similar character and the sales are of recent
vintage.

Overall Rate of Return

This rate is the direct relationship of the net operating income (before debt
service) and the sale price. the overall rate reflects both the return on the
investment and the return of the investment. This is a rate which is frequently
used by investors and appraisers because it is ascertainable from comparable
sales and can be applied directly to the estimated net operation income of the
property under appraisal. This unit of comparison is used in the Income
Approach.

Income Approach

The Income Approach is generally the most relevant approach in evaluating
investment type properties. This approach is predicated on the principle that
value is created by the expectation of benefits derived in the future. The
anticipated net income is converted to a present value by a direct
capitalization or the use of a discounted cash flow process.

Direct Capitalization

This process involves dividing the net operating income by a capitalization
rate. This rate reflects such factors as risk, time, interest on capital
investment, and recapture of the depreciating asset. This approach to value
encompasses the following:

1.    The estimation of current economic rent levels to establish annual
      potential gross revenues. Current economic rents are generally current
      market rents.

2.    The estimation of vacancy and collection loss allowances.

3.    The estimation of annual operating expenses.

4.    The deduction from potential gross revenues of vacancy and collection loss
      and operating expenses, leaving the net operating income before debt
      service and depreciation.


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VALUATION (Continued)

5.    Capitalization of the net operating income by the appropriate rate as
      abstracted from the market.

Discounted Cash Flow

A widely accepted view of value as of a given valuation date is the discounted
present worth of the anticipated future income reasonably expected to be
generated by an income producing property over a specific period of time. The
process by which future income receipts are converted to a present value is
termed discounting. Many different capitalization methods and techniques are
available to process anticipated future income into a present worth estimate.
The method used depends primarily on the characteristics of the forecast income
stream, the form of the appropriate rate of return or discount rate, and the
time period involved.

The two methods used in this analysis are capitalization in perpetuity
(utilizing an overall capitalization rate discussed above) and capitalization
for a finite period (discounted cash flow analysis). Capitalization in
perpetuity as used in the Income Approach assumes the income stream will
continue undiminished, indefinitely. The rate used to process this income
streams embodies the factors of time preference (opportunity costs), liquidity,
management burdens, and ownership risks. The appropriate rate is derived through
an analysis of sales of properties displaying similar investment opportunities
to the investor.

The discounted cash flow method is a rigidly defined mathematical relationship
between income streams, rates and timing. Processing an income stream by a
correct mathematical formula does not in itself produce a supportable market
value. As with other techniques of income capitalization, the discounted cash
flow analysis requires reliable market data on several critical points. If the
required market data information is not available, the appraiser is injecting
his judgment and opinion in using non-market data and the results are not
justifiable market value.

RECONCILIATION

The final step in the appraisal process is the reconciliation or correlation of
the value indicators. In the reconciliation, the relative applicability of each
of the approaches utilized is considered. Those approaches that are deemed most
appropriate to the particular appraisal question involved are weighed for the
accuracy and reliability of the data used in the analysis, and an opinion is
formed as to the market value of the subject property. The relative weight or
emphasis given to any of the approaches depends on the forces prevalent in the
market which act upon the subject property.


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                                  COST APPROACH

In this approach, it is assumed that a purchaser would consider producing a
substitute, competing property with the same utility as the subject. The net
cost to the rational, informed purchaser is the measure of value of the subject
property. The net cost includes construction costs (to the purchaser, not the
contractor or builder), financing costs, and all other costs incurred during the
construction period. Any depreciation or diminished utility is deducted from the
costs in order to arrive at a net contribution of the improvements in their
present condition to the total property value as of the valuation date. The site
is valued as if vacant and available to be put to its highest and best use. This
is then added to the depreciated improvement costs to yield the value of the
total property as indicated by the Cost Approach.

Land Valuation

The most reliable procedure for estimating the land value is by the application
of the Direct Sales Comparison Approach. In estimating the value of the
subject's site, a search was conducted to find sales of similar parcels with
similar zoning and characteristics. Those sales considered to be the most
relevant indicators of the subject's land value are detailed on the following
pages.


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                      [Comparable Land Sales Map Omitted]



================================================================================

                             ---------------------
                             Comparable Land Sales
                             ---------------------


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                             COMPARABLE LAND SALE 1

PROPERTY IDENTIFICATION
Address:                      2108 North Argonne Road
City:                         Spokane, Washington
APN:                          45083.0255, .0211, .0212
County:                       Spokane
Map Reference:                N/A
Property Rights:              Fee Simple

SALE INFORMATION
Grantor:                      Inland Empire Baptists and Bingamen
Grantee:                      Tidyman's, Inc.
Excise Tax Number:            94-17832
Sale Price:                   $1,880,000
Sale Terms:                   Cash Equivalent
Sale Date:                    November 1994 and March 1995

SITE DESCRIPTION
Site Area:                    264,124 sq.ft.          3.78 acres
Zoning:                       B3
Utilities:                    All available except sewer
Off-Sites:                    Fully Improved
Topography:                   Level
Location:                     Arterial street frontage

SALE ANALYSIS
Price Per Square Foot:        $7.12

COMMENTS

This sale represents a two parcel assemblage for a new Tidyman's store. The
146,211 square foot parcel was purchased from the Baptist Church in November
1994 for $9.03 per square foot. The 117,913 square foot parcel was purchased in
March 1995 for $7.00 per square foot. The closing of the March purchase was
delayed while the purchaser had the site rezoned from residential to commercial
use. The $1,880,000 sale price includes $40,000 in costs for demolition of an
old house on the parcel and the zoning change paid for by the buyer. The site
has 342 feet of frontage on Argonne Road, a principle north/south arterial. The
buyer will have to extend sewer lines to the property and hopes to form an LID
with adjoining property owners to share in the cost.


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                             COMPARABLE LAND SALE 2

PROPERTY IDENTIFICATION
Address:                      2410 East 29th Avenue
City:                         Spokane, Washington
APN:                          35331.0008
County:                       Spokane
Map Reference:                N/A
Property Rights:              Fee Simple

SALE INFORMATION
Grantor:                      Marta Jabbora
Grantee:                      John Sonneland and Holly Frost
Excise Tax Number:            95-00663
Sale Price:                   $225,000
Sale Terms:                   $50,000 Cash, Seller financing until construction 
                              financing is secured.
Sale Date:                    January 17, 1995

SITE DESCRIPTION
Site Area:                    34,800 sq. ft.          0.80 acres
Zoning:                       R1
Utilities:                    Available
Off-Sites:                    Fully Improved
Topography:                   Level
Location:                     Interior parcel adjacent to entry to a business 
                              park

SALE ANALYSIS
Price Per Square Foot:        $6.47

COMMENTS

This sale is an interior block, rectangular shaped parcel located at 2410 East
29th Avenue. The sale price is equal to $6.47 per square foot for the 34,800
square foot parcel. The site was improved with an old single family residence at
the time of sale that was given no contributory value. The site has 145 feet of
frontage on the south side of East 29th Avenue, the major arterial serving this
area. The property was zoned for residential use at the time of sale, but the
buyer has made application for a zoning change to residential/office. The site
is located adjacent to the entrance to the Quail Run Business Park, and the
buyer plans to incorporate this parcel into the existing business park for
future expansion.


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                             COMPARABLE LAND SALE 3

PROPERTY IDENTIFICATION
Address:                      14408 East Sprague Avenue
City:                         Spokane, Washington
APN:                          45232.9131, .9133, .9134
County:                       Spokane
Map Reference:                N/A
Property Rights:              Fee Simple

SALE INFORMATION
Grantor:                      The Adams 5 Group
Grantee:                      Group Health Northwest
Excise Tax Number:            91-04019
Sale Price:                   $536,000
Sale Terms:                   Cash Equivalent
Sale Date:                    March 28, 1991

SITE DESCRIPTION
Site Area:                    97,358 sq. ft.          2.24 acres
Zoning:                       B3
Utilities:                    Available
Off-Sites:                    Fully Improved
Topography:                   Level
Location:                     Corner parcel with arterial street frontage and 
                              neighborhood street frontage

SALE ANALYSIS
Price Per Square Foot:        $5.51

COMMENTS

This sale was purchased by Group Health for construction of a new medical
clinic. The sale price for the 97,358 square foot parcel was $5.51 per square
foot. The site has approximately 114 feet of frontage on the south side of
Sprague Avenue, a major arterial street, and 522 feet of frontage on Best
Street, a short neighborhood street. The site is zoned for commercial
development. The buyer has constructed a 19,514 square foot owner-occupied
medical building on the site. The $536,000 analysis selling price includes a
$24,000 sewer district assessment assumed by the buyer.


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                             COMPARABLE LAND SALE 4

PROPERTY IDENTIFICATION
Address:                      Southeast corner 7th Avenue and
                              Cowley Street
City:                         Spokane, Washington
APN:                          35203.1004, .1005, .1006, .1007, .1008, and .1009
County:                       Spokane
Map Reference:                N/A
Property Rights:              Fee Simple

SALE INFORMATION
Grantor:                      F. X. Frederickson Holdings
Grantee:                      7th and Cowley, Inc.
Excise Tax Number:            90-16011
Sale Price:                   $500,000 (adjusted)
Sale Terms:                   Cash Equivalent
Sale Date:                    September 18, 1990

SITE DESCRIPTION
Site Area:                    100,086 sq. ft.         2.3 acres
Zoning:                       RO-1
Utilities:                    Available
Off-Sites:                    Fully Improved
Topography:                   Sloping with rock retaining walls
Location:                     Corner parcel near medical center

SALE ANALYSIS
Price Per Square Foot:        $5.00

COMMENTS

This sale is a corner, rectangular shaped parcel located at the southeast corner
of 7th Avenue and Cowley Street. The sale price is equal to $5.00 per square
foot for the 100,086 square foot parcel. At the time of sale, the parcel
contained several rock outcroppings that required removal prior to development.
The $37,670 square foot cost of removal has been added to the $462,330 sale
price to obtain an adjusted sale price of $500,000. The buyer planned to
construct a multi-tenant medical building on the property which is located about
2 blocks from a St. Luke's Hospital, but later abandoned these plans due to the
lack of demand for additional medical space and instead constructed a large
apartment complex on the site.


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                             COMPARABLE LAND SALE 5

PROPERTY IDENTIFICATION
Address:                      14225 East Sprague Avenue
City:                         Spokane, Washington
APN:                          45143.9088
County:                       Spokane
Map Reference:                N/A
Property Rights:              Fee Simple

SALE INFORMATION
Grantor:                      C. J. Custer
Grantee:                      Empire Ventures Limited Partnership
Excise Tax Number:            95-16877
Sale Price:                   $250,000
Sale Terms:                   $150,000 Cash, Seller financing
Sale Date:                    December 11, 1995

SITE DESCRIPTION
Site Area:                    35,100 sq. ft.          0.81 acres
Zoning:                       B3
Utilities:                    Available
Off-Sites:                    Fully Improved
Topography:                   Level
Location:                     Interior block parcel

SALE ANALYSIS
Price Per Square Foot:        $7.12

COMMENTS

This sale is an interior block, rectangular shaped parcel located at 14225 East
Sprague Avenue. The sale price is equal to $7.12 per square foot for the 35,100
square foot parcel. The site is improved with a single family residence that is
leased as an interim use pending redevelopment of the property. The site has 135
feet of frontage on the north side of Sprague Avenue, the main arterial street
serving the area, and a depth of 260 feet. Adjoining development includes a
strip retail center and a bank. The buyer is a developer who purchased the site
for future redevelopment. The buyer is actively marketing the property as a site
for a built-to-suit office or retail building.


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ANALYSIS OF LAND SALES

Property Rights Conveyed

This adjustment considers the differences in legal status (interest) between the
subject property and the comparable sales. Specific interests convey different
types of rights in a property that affect value. Property rights can be defined
as fee simple, leased fee and leasehold interests. All the land sales used
involved the transfer of the fee simple interest, the same interest under
appraisal in the subject, and no adjustments are warranted.

Terms of Sale

The comparable land sales have been reviewed in reference to their financing.
All of the sales involved either all cash sale terms or substantial down
payments with short-term seller financing at terms considered to be market.
Therefore, no cash equivalency adjustments are applied.

Conditions of Sale

All of the sales appear to be arm's-length transactions between willing buyers
and sellers, and free of any non-market influences. Therefore, no adjustments
for conditions of sale are necessary.

Market Conditions - Time Factor

The five sales occurred between September 1990 and December 1995, and are
considered the most recent comparable sales available. None of the sales had
recent prior sales from which to extract a rate of market change. Brokers
interviewed for this appraisal indicate that land sale prices in the area have
generally been stable over the past 1 to 2 years. However, there has been some
upward movement in land values since 1990 and 1991, the sale dates of the two
most dated sales. Based on broker opinions, we have selected a rate of increase
of 3 percent, which approximates the overall rate of inflation, and applied this
rate of market change to Sales 3 and 4. Sales 1, 2, and 5 are the more recent
sales and remain unadjusted for market conditions.

Other Adjustments

Factors which have an influence on value such as location, growth patterns and
trends, accessibility to freeways, employment and commerce centers, size, and
physical improvements required for development (off-sites), all require
appropriate adjustments in comparing the comparable sales to the subject
property.


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ANALYSIS OF LAND SALES

Overall, the location of Sale 1 is rated as superior. This property is located
adjacent to the Argonne Road interchange with Interstate 90 in an established
retail and hotel district on the north side of the interstate that lines both
sides of Argonne Road. A downward adjustment is applied to reflect the superior
locational characteristics of Sale 1. Sale 1 is a much larger site, at 264,124
square feet, than the subject. Based on the premise that price per square foot
normally varies inversely with total parcel size, all other factors being equal,
an upward size adjustment is indicated for Sale 1. This property is a level,
rectangular site that is rated as superior in utility to the subject's highly
irregular site configuration, therefore, a downward utility adjustment is
indicated. Sale 1 is also rated as superior for access and visibility, as it has
significant arterial street frontage and excellent pass by visibility. Overall,
this sale is rated as superior, and indicates a market value for the subject
site lower than $7.12 per square foot.

Sale 2 is located just east of an established commercial district and adjacent
to a new office park development. Overall, the location is rated as similar to
the subject's location, indicating no adjustment. This property is much smaller,
at 34,800 square feet, than the subject. Therefore, a downward size adjustment
is indicated. This property is unencumbered by a site configuration or
topography that limits access or utility, and is adjusted downward to reflect
these superior elements of comparison. At the time of sale, the property was
zoned for residential development, however, the buyer was confident that a
rezone could be achieved in order to combine that site with the existing
adjoining office park. An upward adjustment is applied to reflect the impact of
the inferior residential zoning in-place at the time of sale. Overall, this sale
is rated as superior, indicating a market value for the subject somewhat lower
than $6.47 per square foot.

Sale 3 is located just west of a retail district that has developed in a less
densely developed area along East Sprague Avenue and Sullivan Road. Overall,
this location is rated as similar to the subject's location, and indicates no
locational adjustment. Sale 3 is similar in overall parcel size and has a zoning
that permits similar development. Therefore, no adjustments are indicated for
these elements of comparison. Downward adjustments are necessary to reflect the
superior utility and visibility afforded by the rectangular parcel size that is
at grade with the frontage arterial street. Overall, Sale 3 is rated as
superior, and indicates a market value for the subject lower than the time
adjusted indicators of $6.33 per square foot.

Sale 4 is located approximately 2 blocks from a hospital in an area that is
primarily devoted to medically related uses. Overall, this location is
considered similar to the subject's location, and no adjustment is applied. Sale
4 is also similar to the subject in overall parcel size and in zoning. A
downward adjustment is applied to reflect the superior access provided by the
corner location. Due to the irregular topography that required construction of
retaining walls, the overall site utility is rated as similar to the subject.
Overall, this sale is rated as slightly superior to the subject, and indicates a
market value somewhat below the time adjusted indicator of $5.90 per square
foot.


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ANALYSIS OF LAND SALES

Sale 5 is located near Sale 3 on East Sprague Avenue, a location that is rated
as overall similar to the subject. A downward size adjustment is indicated to
reflect the smaller parcel size. Since this sale is not encumbered by
topography, configuration, or any other physical factor adversely impacting
utility, a downward adjustment is applied to reflect the superior utility. A
downward adjustment is also indicated to reflect the superior access and
visibility afforded by the level parcel with considerable street frontage.
Overall, Sale 5 is also rated as superior, and indicates a market value for the
subject lower than $7.12 per square foot.

Concluded Land Value

Prior to adjustment, the five comparable land sales indicate a range of value
indicators from $5.00 to $7.12 per square foot After adjustment, the range
narrowed to approximately $4.75 to $5.20 per square foot. All of the sales were
rated as overall superior to the subject, primarily due to superior utility and
access. Based on the preceding analysis, we conclude to a mid-range market value
of $5.00 per square foot. Therefore, the current market value estimate of the
subject site is:

              78,200 square feet @ $5.00 per square foot = $391,000

                                Rounded $390,000


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COST APPROACH (Continued)

Reproduction Cost New

The next step in the Cost Approach is to estimate the cost new of the subject
improvements. The dimensions and characteristics of the improvements have been
identified through a field inspection and analysis. There are two forms of cost
data generally available. These are Replacement and Reproduction costs.

Replacement Cost is defined in Real Estate Terminology, Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of a building having
utility equivalent to the building being appraised but built with modern
materials and according to current standards, design and layout."

Reproduction Cost is defined in Real Estate Terminology, Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of an exact duplicate or
replica using the same materials, construction standards, design, layout, and
quality of workmanship, embodying all the deficiencies, super adequacies and
obsolescence of the subject building."

The use of the replacement cost concept presumably eliminates all functional
obsolescence, and the only depreciation to be measured is physical deterioration
and external obsolescence. In this appraisal, the Marshall Valuation Service, a
nationally recognized cost service, as well as consultation with local
contractors, has been used to derive the estimate of the replacement cost. The
publishers of this manual consider the estimates to be replacement costs, but
when the cost model closely conforms in construction materials and methods to
the subject, these costs can be considered as reproduction costs.

Since the cost estimate is applied to the gross area of the subject property,
the deficiencies and other adequacies of the subject are embodied in the cost
estimate and are dealt with in the depreciation estimate. The cost utilized in
this analysis is therefore considered to represent Reproduction Costs.

This estimate is set forth on the Development Proforma located at the end of
this approach. These costs include hard costs for construction, soft costs for
architectural and engineering, soil, legal, supervision, fees and related costs;
Financing costs; leasing commissions; and rent loss during absorption.
Developers profit is added at 18 percent to account for the high level of risk
and skill required to develop hotel property.

The hard construction cost for the improvements is estimated at $75.54 per
square foot. Soft costs are estimated at 8 percent for design, architectural and
engineering; 3 percent for development overhead, and 25 percent of annual income
is estimated for opening expenses and income loss during stabilization.


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COST APPROACH (continued)

Furniture, Fixtures & Equipment

The guest rooms are furnished with typical modern furnishings which include
either a single king-sized bed, two or three queen beds, side tables, desk,
dresser, chairs, table, draperies, night stands, color television with remote,
lamps, couch, clock radio and telephones. Most rooms have a small refrigerator,
microwave and hair dryer. There are some kitchenette units. FF&E includes all
the furnishings, linens and supplies, cleaning and house keeping equipment,
business office and front desk equipment, furnishings and related personal
items. We have estimated these personal property items at a depreciated
replacement value of $3,500 per room, or $367,500.

Accrued Depreciation

Accrued depreciation is the difference between the reproduction cost of the
improvements and the market value of the improvements on the date of valuation.
Depreciation is characterized by three categories: physical, functional and
external.

Physical depreciation is evidenced by wear and tear of the structure. Functional
obsolescence is also caused by internal characteristics such as a poor floor
plan, inadequate mechanical equipment or functional inadequacy or over adequacy
due to size or other characteristics. External or economic obsolescence is
caused by conditions external to the property, such as a lack of economic demand
or changing property uses in the area, or general national or regional economic
conditions.

To establish the appropriate depreciation to be applied to the subject, the
Marshall Valuation Service has been consulted. This service collates by type of
construction and usage actual case studies of properties to produce market
derived depreciation and remaining life estimates. These studies resulted in
mathematical curves from which the depreciation for any initial life expectancy
can be computed. An additional method of estimating physical depreciation is the
Age/Life Method. This is a method of estimating incurable physical deterioration
as a percentage applied to current replacement or reproduction cost new of the
improvements. The percentage reflects the ratio of estimated effective age to
typical anticipated economic life.

The depreciation estimate for the subject property is based an effective age at
15 years and an expected life of 50 years for the improvements indicating a
depreciation estimate of 30 percent.

Located on the following page is a summary of the replacement cost new,
including depreciation and land value indication. It indicates an As Is value of
subject property, as follows:

                                   $5,580,000
                                   ==========


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                             Replacement Cost Study

- --------------------------------------------------------------------------------
 Development Proforma
 Shilo Inn, Spokane, WA
- --------------------------------------------------------------------------------
<TABLE>
<C>                        <C>    <C>  <C>   <C>         <C>           <C>            <C>                  <C>
 MVS: Sec 11,p 17,Class D, GoodCurrent X     Local X     Adj. $/sf
 ---------------------------------------     -------     ---------
 Base Cost:                $69.30  1.00        1.09       $75.54
 Hard Costs                      Measure                  $/Measure                         Cost             $/SF
 ----------                      -------                  ---------                         ----             ----
 Building                        61,140 SF                $75.54       $4,618,332
 Yard Improvements                                                       $175,000
                                                                         --------

 Total Hard Costs                                                                      $4,793,332           $78.40

 Soft Costs
 ----------
 Architectural & Engineering                8.00%                        $383,500
 Development Overhead                       3.00%                         143,800
 Stabilization & Opening Expenses     25% of annual income                353,842

 Total Soft Costs                                                                        $881,142           $14.41
                                                                                       ----------          ------- 

 Total Improvement Costs                                                               $5,674,474           $92.81


 Entrepreneurial Profit               15.00%                                             $851,171           $13.92
                                                                                       ----------          -------
 Total                                                                                 $6,525,645          $106.73

 Depreciation Adjustment              Age/Life           % Dep.      $ Dep.
 -----------------------              
 Physical                             15/50              30.00%    $1,702,342


 Total Depreciation                                                                    $1,702,342           $27.84
                                                                                       ----------
 Project Costs (Depreciated Replacement Cost)                                          $4,823,303           $78.89

 Depreciated Furniture Fixtures & Equipm            105 Units @         $3,500           $367,500

 Land Valuation                     Acres                SF     $/SF   Land Value           Total
 --------------                     -----                --     ----   ----------           -----
 Site Value in Fee                  1.80             78,200     $5.00  $391,000

 Site Value                         1.80             78,200     $4.99                    $390,000

- --------------------------------------------------------------------------------------------------------------------
Indicated Value                                                                        $5,580,803

 Rounded                                                                               $5,580,000
                                                                                       ==========
</TABLE>
- --------------------------------------------------------------------------------


- ----------------------------------
James Ratkovich & Associates, Inc.                                        74
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


                           DIRECT COMPARISON APPROACH

The Direct Comparison Approach attempts to estimate the value of the subject
property by comparing sales of similar properties within the market area of the
subject. These sales are inspected, verified as to price, terms and conditions
of the property at the date of sale, location, and income characteristics of the
property. The data are then analyzed and compared to the subject property. The
units of comparison considered significant in determining the subject's market
value are the sale price per square foot and price per unit. In addition, a
Gross Room Revenue Multiplier is derived for use as an additional measure of
value for this approach. The overall rate is also abstracted from the market
data for use in the Income Approach.

A search of the subject's regional market area was conducted to find sales of
generally comparable hotel facilities that have occurred in the recent past. A
summary of the sales that were considered most relevant for this analysis are
summarized on the following page.


- ----------------------------------
James Ratkovich & Associates, Inc.                                        75
<PAGE>

                         -------------------------------
                         REGIONAL SUMMARY OF HOTEL SALES
                         -------------------------------
<TABLE>
<CAPTION>
=========================================================================================================================
                                Date of  Year   Building  Land   Land/Bldg  No of  Gross     Sale     Price/Sq.  Price 
No.   LOCATION                   Sale    Built   Area     Area    Ratio     Units Area/Rm.   Price      Ft.      /Unit   
=========================================================================================================================
<C> <S>                         <C>      <C>     <C>      <C>     <C>        <C>   <C>     <C>         <C>       <C>     
1   Comfort Inn                 May-95   1990    30,740   76,405  2.49:1      58   530     $2,800,000  $9l.09    $48,276 
    13207 NE 20th Avenue                           Est.                                                                  
    Vancouver, WA                                                                                                        
                                                                                                                         
                                                                                                                         
                                                                                                                         
                                      
2   Comfort Inn                 Jun-96   1992    34,000   66,646  1.96:1      64   531     $2,600,000  $76.47    $40,625 
    8855 SW Citizens Drive                                                                                               
    Wilsonville, OR                                                                                                      
                                       
3   Ramada Inn                  Oct-94   1978    68,410   16,200  0.24:1     120   570     $8,400,000  $122.79   $70,000 
    2200 Fifth Avenue                                                                                                    
    Seattle, WA                                                                                                          
                                                                                                                         
                                                                                                                         

4   Travelodge                  Jun-94   1961    30,820   56,912  1.85:1      74   416     $4,200,000  $136.28   $56,757 
    4715 25th Avenue NE                                                                                                  
    Seattle, WA                                                                                                          
                                                                                                                         

5   West Coast Gateway Hotel    Mar-96   1990    59,074   71,165  1.20:1     145   407    $11,218,164  $189.90   $77,367 
    18415 Pacific Highway South                                                                                          
    Seattle, WA                                                                                                          

6   Best Western Hotel          Mar-95   1985    91,618  262,749  2.87:1     147   623     $5,500,000   $60.03   $37,415 
    15901 W. Valley Highway                                                                                              
    Tukwilla WA                                                                                                          
                                                                                                                         

<CAPTION>
==========================================================
                                    
No.   LOCATION                          Commments
==========================================================
<C> <S>                             <C>                  
1   Comfort Inn                     Occupancy reported at
    13207 NE 20th Avenue            70 percent
    Vancouver, WA                   ADR @ $46.00. No food
                                    and beverage
                                    One meeting room, spa,
                                    pool, exercise
                                    Located near new mall.
                                    
2   Comfort Inn                     Two-story wood frame
    8855 SW Citizens Drive          motel located in
    Wilsonville, OR                 suburban location.
                                    
3   Ramada Inn                      Four story wood frame
    2200 Fifth Avenue               & stucco downtown
    Seattle, WA                     location. Renovated
                                    prior to sale. $70 ADR
                                    estimate.
                                    
4   Travelodge                      Includes retail
    4715 25th Avenue NE             building (Blockbuster)
    Seattle, WA                     ADR est $55.00 
                                    Pool, spa.
                                    
5   West Coast Gateway Hotel        SeaTac Airport 
    18415 Pacific Highway South     location. 
    Seattle, WA                     All cash sale.
                                    
6   Best Western Hotel              Three story wood frame 
    15901 W. Valley Highway         structure includes 
    Tukwilla WA                     restaurant, spa, exercise
                                    room and outdoor pool.
</TABLE>

Unadjusted Range:      $60.03  to  $189.90 /Sq.Ft.
                      $37,415  to  $77,367 /Unit

             Mean:   $112.76 / Sq Ft     $55,073 / Unit


                                                                          76
<PAGE>

================================================================================



                         [Comparable Sales Map Omitted]



================================================================================

                                ----------------
                                Comparable Sales
                                ----------------


                                                                          77
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


                              COMPARABLE SALE NO. 1


                                [photo omitted]


ADDRESS:         Comfort Inn                GRANTOR:         Ray Patel, et al.
                 13207 NE 20th Avenue       GRANTEE:         Shree Ram LLC
                 Vancouver, WA
DESCRIPTION:     Two-story wood frame       DOCUMENT #:      Na
                 and stucco limited service MARKET TIME:     Na
                 hotel                      NUMBER OF UNITS: 58
YEAR BUILT:      1990                       SALE PRICE:      $2,800,000
LOT SIZE:        76,405 S.F.                SALE DATE:       June 5, 1995
CONDITION:       Average/Good               TERMS:     $350,000 down
QUALITY:         Average                               seller wrapped existing 
                                                       $1.45M 1st TD with, due 
                                                       in 10 years
BUILDING AREA:   30,740 S.F.            GROSS INCOME:    $685,540
LAND:BLDG RATIO: 2.49:1                 NET INCOME:      $288,000
PRICE/S.F.:      $91.09                 OVERALL RATE     10.29%
PRICE/UNIT:      $48,276                GRM:             4.08
FF&E:            $140,000

COMMENTS: This property is located at the Vancouver Mall north of Portland
Airport in a newly developing area. It is a newer property in good condition but
round about access. 1994 ADR reported at $46.00 and Occupancy at 70%.


- ----------------------------------
James Ratkovich & Associates, Inc.                                        78
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


                              COMPARABLE SALE NO. 2


                                [photo omitted]


ADDRESS:            Comfort Inn            GRANTOR:      Mahalaxmi Inc.
                    8855 SW Citizens Drive GRANTEE:      Ganesh Enterprises
                    Wilsonville, OR
DESCRIPTION:        Two-story wood         DOCUMENT #:   9603044444
                    frame limited service  MARKET TIME:  Na
                    hotel
NUMBER OF UNITS:    64
YEAR BUILT:         1992                   SALE PRICE:   $2,600,000
LOT SIZE:           66,646 S.F.            SALE DATE:    June 19, 1996
CONDITION:          Average/Good           TERMS:        $800,000 down
QUALITY:            Average                              $1,8M 1st Td 
                                                         Commercial Bank
BUILDING AREA:      34,000 S.F.            GROSS INCOME:          $804,825
LAND:BLDG. RATIO:   1.96:1                 NET INCOME:            $310,628
PRICE/S.F.:         $76.47                 OVERALL RATE           11.95%
PRICE/UNIT:         $40,625                GRM:                   3.23
FF&E:               $160,000 Est.

COMMENTS: This suburban property is located near Highway 5 and is a newer
property with good exposure but less than direct access.


- ----------------------------------
James Ratkovich & Associates, Inc.                                        79
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


                              COMPARABLE SALE NO. 3


                                [photo omitted]


ADDRESS:            Ramada Inn              GRANTOR:      2200 Fifth Ave. Ltd.
                    2200 5th Avenue         GRANTEE:      Devin Corporation
                    Seattle, WA
DESCRIPTION:        Four-story over parking DOCUMENT #:      9410280992
                    frame and stucco hotel  MARKET TIME:     6 months
                    with restaurant/lounge  UMBER OF UNITS:  120
YEAR BUILT:         1978                    SALE PRICE:      $8,400,000
LOT SIZE:           16,200 S.F.             SALE DATE:       October 28, 1994
CONDITION:          Average                 TERMS:        $3,000,000 down
QUALITY:            Average                               $5,400,000 1st Td 
                                                          Seafirst Bank
BUILDING AREA:      68,410 S.F.             GROSS INCOME:          Na
LAND:BLDG RATIO:    0.24:1                  NET INCOME:            Na
PRICE/S.F.:         $122.79                 OVERALL RATE           Na
PRICE/UNIT:         $70,000                 GRM:                   Na

COMMENTS: This property is located on Fifth Avenue in the Denny Grade area of
downtown Seattle. It was renovated prior to the sale with new lobby, HVAC and
FF&E. Property leases additional parking nearby. Seller leased back property for
10 years, terms unknown. Central city location, average appeal.


- ----------------------------------
James Ratkovich & Associates, Inc.                                        80
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


                              COMPARABLE SALE NO. 4


                                [photo omitted]


ADDRESS:          Travelodge             GRANTOR:      Vincent Hanna Fowler Inv.
                  4715-25 25th Avenue NE GRANTEE:      P.B. Investments Ltd.
                  Seattle, WA
DESCRIPTION:      One and two-story wood DOCUMENT #:   9506222113
                  frame and stucco motel MARKET TIME:  12 month
                  with 6,700 sf retail 
                  building
NUMBER OF UNITS:  74
YEAR BUILT:       1961                   SALE PRICE:   $4,200,000
LOT SIZE:         56,912 S.F.            SALE DATE:    June 22, 1994
CONDITION:        Average                TERMS:        All cash
QUALITY:          Average
BUILDING AREA:    30,820 S.F.            GROSS INCOME:          Na
LAND:BLDG RATIO:  1.85:1                 NET INCOME:            Na
PRICE/S.F.:       $136.28                OVERALL RATE           Na
PRICE/UNIT:       $56,757                GRM:                   Na

COMMENTS: This suburban property is located north of the University of
Washington and across from University Village shopping center. The Travelodge
has a detached Blockbuster retail store on the site which enhanced the sales
price. That store is leased at $9,520 per month triple net with 7 years
remaining. Extraction of retail portion value indicates $800,000 based on
capitalization of lease income for 7 years plus reversion on the Blockbuster
lease. Residual to the Motel is $3,400,000 or $45,945 per unit and $110.32 per
square foot.


- ----------------------------------
James Ratkovich & Associates, Inc.                                        81
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


                              COMPARABLE SALE NO. 5


                                [photo omitted]


ADDRESS:         Westcoast Gateway Hotel   GRANTOR: Gateway Hotel LP
                 18415 S. Pacific Highway  GRANTEE: Patriot American Hospitality
                 Sea-Tac, WA
DESCRIPTION:     Six-Story, good quality 
                 Class B hotel w/          DOCUMENT #:          7110-407
                 restaurant, lounge Pool   MKTG.TIME::          N/A
                 and spa amenities.
                                           ROOM CT.:   145
YEAR BUILT:      1990                      SALE PRICE: $11,218,164
LOT SIZE:        71,165 SF (1.63 Acre)     SALE DATE:  March, 1996
CONDITION:       Good                      TERMS:      Cash Equivalent
QUALITY:         Average-Good              CLASS:      Limited service, 
                                                       upper tier
BUILDING AREA:   59,074 SF                 GROSS INCOME:          N/A
LAND:BLDG RATIO: 1.20:1                    NET INCOME:            N/A
PRICE/SF:        $189.90                   OVERALL RATE           N/A
PRICE/UNIT:      $77,367                   GRM:                   N/A

COMMENTS: This property is located adjacent to the Sea-Tac International
Airport. It has one of the best proximity of the hotels along Pacific Highway.
Constructed of good quality Class B materials. Part of a five property portfolio
sale which included 3 Seattle properties, 1 in Wenatchee, and 1 in California.
Unable to obtain operating data to extract OAR, or revenue/expense ratios.


- ----------------------------------
James Ratkovich & Associates, Inc.                                        82
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


                              COMPARABLE SALE NO. 6


                                [photo omitted]


ADDRESS:         Best Western Southcenter  GRANTOR:  United States National Bank
                 15901 W. Valley Highway   GRANTEE:  Wen & Liu
                 Tukwilla, WA
DESCRIPTION:     Three-story and one-story DOCUMENT #:   95-3311394
                 wood frame structures,    MKTG.TIME::   N/A
                 restaurant, pool & spa    No Of Units:  147
YEAR BUILT:      1986                      SALE PRICE:   $5,500,000
LOT SIZE:        262,749 S.F.              SALE DATE:    March 31, 1995
CONDITION:       Average                   TERMS:        Cash Equivalent
QUALITY:         Average
BUILDING AREA:   91,618 S.F.               GROSS INCOME:          N/A
LAND:BLDG RATIO: 2.87 :1                   NET INCOME:            N/A
PRICE/SF:        $60.03                    OVERALL RATE           N/A
PRICE/UNIT:      $37,415                   GRM:                   N/A

COMMENTS: This property is regarded as the limited service hotel facility in the
Seattle-Tacoma market area. Located near Freeway across the street from newer
Embassy Suites and north of Residence Inn Hotel in a suburban location. Unable
to obtain operating data to extract OAR, or revenue/expense ratios.


- ----------------------------------
James Ratkovich & Associates, Inc.                                        83
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


DIRECT COMPARISON APPROACH (Continued)

To compare the relevant sales to the subject property, consideration has been
given to such factors as financing, market conditions, conditions of sale and
physical and economic characteristics such as location, quality of the
improvements, age and condition of the improvements, overall size and property
operation levels.

Property Rights Conveyed

This adjustment considers the differences in legal status (interest) between the
subject property and the comparable sales. Specific interests convey different
types of rights in a property that affect value. Property rights can be defined
as fee simple, leased fee and leasehold interests. All the sales used were fee
simple estates and no property rights adjustments are necessary.

Financing Adjustment

Typical income producing property sales transactions involve some combination of
mortgage financing and cash (or equity) transfer. Knowledgeable investors are
aware that the use of mortgage financing will have an effect on the yield to
equity funds. The careful structuring of the mortgage and equity components of a
transaction may produce higher returns to the equity position than the overall
return to the property (positive leverage). This process can work in the
opposite direction when the rate paid for mortgage funds exceeds the overall
rate produced by the property (negative leverage). When the terms of the sale
are atypical, the result may be a price that is higher or lower than that of a
normal market transaction. In this analysis, it is assumed that the subject is
expected to sell for cash or with the prevalent institutional financing terms
available.

The comparable sales have been reviewed in reference to their financing and
typically involved normal or large down payments with the balance typically
financed by the seller or major lending institutions at prevailing long term
rates. No secondary financing was of any particular advantage and was not
considered to affect the sale prices. Based on an analysis of the financing
terms of the comparable sales, no adjustments were required and the sales are
all cash equivalent.

Conditions of Sale

The comparables were reviewed for their conditions of sale surrounding the
transactions. Sale 4 has a retail store on site that is estimated to contribute
approximately $800,000 which results in an adjusted price to the hotel property
of $3,400,000 or $45,945 per room. Sale 5 sold to the same buyer as part of a 5
property portfolio sale. However, the prices were established for each of the
sale properties separately and no adjustment is necessary. The other sales are
not considered to require any conditions of sale adjustments since the sales
prices were all based on market value with no unusual conditions surrounding the
transactions.


- ----------------------------------
James Ratkovich & Associates, Inc.                                        84
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


DIRECT COMPARISON APPROACH (Continued)

Market Conditions

The next adjustment to the comparables is to determine any change in value
associated with the passage of time. Due to changes in market conditions between
the date of sale and the date of valuation, an adjustment must be made to
compare the comparable sale to the subject. Changes in the market conditions
often result from various causes such as inflation, deflation, changing demand
or supply and changes in the general economy. It is noted that the adjustment is
not for the passage of time itself, but for the changes in market conditions
that have occurred over the time period in question. The best indication of
value change over time is the sale and resale of the same property. The sales
used occurred between mid 1994 and mid 1996, under similar market conditions as
exist for the subject valuation. No market conditions adjustments are warranted.

Locational, Quality, Age and Condition and General Adjustments

The sales used indicate a range between $60.32 to $189.90 per square foot. They
range between $37,415 to $77,367 per unit. The sales occurred between June 1994
and June 1996 and are the best available sales comparables for use in comparison
to the subject property due to their generally similar physical and economic
characteristics.

It is noted here that we reviewed several motel/hotel sales in the local market
area which occurred in the past two years and found most to have sold at prices
below the low end of the above range. Many of those properties are locally
oriented, poorly performing properties which did not represent viable investment
alternatives to the subject and thus they were not included in our analysis. We
had to broaden our search to a regional market since we considered the subject
property to have a regional investment and market appeal. While the sales used
are not direct comparables to the subject property, generally being in urban
locations and larger market areas, they are the best indicators of the subject's
value due to its economic and market characteristics which are more similar to
the sales used than to local sales, and due to its regional identity as part of
the regional chain with a good reputation and an established guest following.

Since the validity test for all adjustments in the sales comparison approach is
what the market reaction to differences will be, we conclude that the market's
reaction to one property over another is ultimately reflected in its stabilized
operating performance. Market preferences for dozens of amenities and
characteristics including neighborhood/location, pool/spa's, exercise rooms,
restaurants, shuttle services, continental breakfasts, free movie channels etc.
are all expressed in the economic productivity of the going concern. The better
the amenity mix the more the property generates. Conversely, if the operations
and facilities fail to meet local standards and customer preferences, this will
be reflected in a lower economic performance.


- ----------------------------------
James Ratkovich & Associates, Inc.                                        85
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


DIRECT COMPARISON APPROACH (Continued)

Therefore, individual adjustments for property characteristics are not even
attempted here. Developing statistical correlation to determine the relative
contribution to total property value of various amenities or locational
characteristics would become absurdly complex. Instead we focus on the range of
values indicated on a per unit basis and on the value indicators that indicate
economic productivity and return potential. These are the gross revenue
multiplier (GRM) and the overall capitalization rate (OAR).

Gross Revenue Multipliers

We were careful to select our primary comparable sales from within the general
region of the subject property where similar economies and social factors impact
value. However when we attempted to verify income and operating expense
information for the sales referenced herein we were only able to confirm data
for two of the six sales profiled here. This is simply too small a sampling to
develop reliable GRM and OAR indicators for estimating values through the Sales
Comparison Approach. Therefore we have summarized these sales together with four
other supplementary sales for which income/expense data and GRM/OAR indicators
could be extracted and verified. These sales are summarized on the table on the
folowing page.

These sales represent a broader cross-section of hotel properties encompassing
limited and full service properties, and include some middle and upper tier
market operations. The subject is located in a growing and desirable market
area. it is among the leaders within this market area and despite its loss of
revenue during the disruption caused by the recently completed renovation, it
has a history of stable operations. Revenues should improve now that the
renovation is complete. In addition, although dated in design, it is a full
service facility with meeting areas and is a moderately desirable investment
property. The best GRM value indicators for the subject property are indicated
by Sale Nos. 3 through 6 which suggest GRM's in the mid 3 range. We have
estimated a GRM of 3.5 as applicable to the subject property which indicates a
value of:

                        $1,415,366 GRM x 3.5 =  $4,953,781

                        Rounded                 $4,950,000

Value Per Unit

Recognizing that these indicators yield somewhat divergent values, we must point
out that without a highly detailed, multi-factorial quantitative adjustment
process, the sales comparison approach is going to yield the most divergent
array of value indicators of the three approaches. Attempting to apply
"reasonable" adjustments injects so much subjectivity into the analyses that we
conclude the principal benefits of the direct sales comparison approach are
diagnostic rather than projective. They may reveal operating, economic and
functional anomalies of the subject property but in the end prove marginal at
actually predicting value.


- ----------------------------------
James Ratkovich & Associates, Inc.                                        86
<PAGE>

                            ------------------------
                            SUPPLEMENTAL HOTEL SALES
                            ------------------------

<TABLE>
<CAPTION>
====================================================================================================================================
                             Date of     Year  Building   No of       Gross                  Sale     Price/    Price/
No.  LOCATION                   Sale    Built    Area     Units      Revenue      NOI       Price     Sq. Ft.    Unit    GRM    OAR
====================================================================================================================================

<C>  <S>                      <C>        <C>     <C>        <C>    <C>         <C>       <C>           <C>     <C>      <C>   <C>   
1    Comfort Inn              May-95     1990    30,740     58     $685,540    $288,000  $2,800,000    $91.09  $48,276  4.08  10.29%
     13207 NE 20th Avenue                                                                                                     
     Vancouver, WA                                                                                                            
                                                                                                                              
2    Capital Inn/Days Inn     Jan-95     1990    29,949     81     $778,745    $373,765  $3,320,000   $110.86  $40,988  4.26  11.26%
     120 College Street                                                                                                       
     Lacey WA                                                                                                                 
                                                                                                                              
3    Quality Inn              Oct-95  1977/86    29,200     73     $685,200    $293,760  $2,625,000    $89.90  $35,959  3.83  11.19%
     1545 NE Burnside                                                                                                         
     Gresham OR                                                                                                               
                                                                                                                              
4    Comfort Inn              Jun-96     1992    34,000     64     $804,825    $310,628  $2,600,000    $76.47  $40,625  3.23  11.95%
     8855 SW Citizens Drive
     Wilsonville OR                                                                                           
                                                                                                                              
5    Ameritel Inn             Jun-96     1991    48,966     94   $1,652,218    $823,838  $6,110,000   $124.78  $65,000  3.70  13.48%
     Confidential                                                                                                             
                                                                                                                              
6    Bellevue Hilton          Aug-95     1979   122,369    180   $3,945,000  $1,107,000 $12,300,000   $100.52  $68,333  3.12   9.00%
     100 ll2th Street NE                                                                                                      
     Bellevue WA                                                                                                              
                                        Mean:                                                          $98.93  $49,863  3.70  11.19%

     Unadjusted Ranges:                $76.47   to    $124.78 /Sq.Ft.                                                        
                                      $35,959   to    $68,333 /Unit
                                         3.12   to       4.26 GRM
                                        9.00%   to     13.48% OAR
</TABLE>


                                                                          87
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


DIRECT COMPARISON APPROACH (Continued)

The primary sales comparables most similar to the subject in geographic
proximity, size, type of operation are Sales Nos. 1, 2, 4, and 6. These sales
suggest values applicable to the subjkect in the mid 40,000's per unit. Sale
Nos. 3 and 5 indicate a value range of $70,000 and $77,367 per unit and
represent superior properties with bettter lcoations and stronger economic
characteristics. The subject is located in a growing and desirable market area.
It is among the leaders within this market area and despite its loss of revenue
during the disruption caused by the recently completed renovation, it has a
history of stable operations. Revenues should improve now that the renovation is
complete. In addition, although dated in design, it is a full service facility
with meeting areas and is a moderately desirable investment property. Given the
age, recent renovation, location, full service facilities and overall appeal of
the subject we conclude that the subject is in the mid $40,000 range. Therefore,
we conclude on a value of $45,000 per room or:

                    105 Units @ $45,000 per Unit = $4,725,000

                              Conclude @ $4,725,000

Correlation of Value

The two units of comparison applied indicate a range of value for the subject
property between $4,725,000 and $4,950,000. We have selected a value indication
at the middle of the two indications, as follows:

                     Conclude             $4,825,000
                                          ==========


- ----------------------------------
James Ratkovich & Associates, Inc.                                        88
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


                                 INCOME APPROACH

The Income Approach is premised upon the principle of anticipation which holds
that value is determined by the present worth of the anticipated future
benefits. These benefits in the case of an income producing property are the net
cash flows, the reversion at the end of the holding period, and the inherent tax
benefits afforded an owner of income property.

In this approach, the value is estimated by the capitalization of the expected
future net income. Capitalization is the process of converting an income stream
into a single capital value. This is the amount that a prudent, typical informed
purchaser would pay as of the valuation date for the right to receive the
forecast net income over the specific period.

In order to make relatively accurate income and expense projections for the
subject property, we have relied on the subject's actual operating history for
the past three years, plus the trailing 12 months ended August 1996. We also
relied on market conditions, lodging industry reports and our survey of lodging
competition in the subject's area. We also analyzed local industry trends from
Star Reports as prepared by Smith Travel Research.

As a part of our analysis to develop the potential gross income of the subject,
the appraiser has conducted a survey of hotel facilities considered to be
competitive with the subject property. The survey focused on hotels which are
considered to be primary competition to the subject. These hotels are summarized
on the following page.


- ----------------------------------
James Ratkovich & Associates, Inc.                                        89
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


                          SUMMARY OF COMPETITIVE HOTELS

<TABLE>
<CAPTION>
      Name and Location         No. of Rooms           Rack Rate                         Comments
      -----------------         ------------           ---------                         --------

<S>                                 <C>        <C>                       <C>                 
Holiday Inn Express                 119        $64 - King                Located on top of a 40 foot high rock   
North 801 Division St.                         $70 - Double Queen        bluff overlooking downtown and the      
                                               $90 - Suite               Spokane River. Office services with     
                                               $100 - Executive          computers, fax, copy machine            
                                                  Suite                  available. Fitness center and free      
                                                                         continental breakfast. Rooms            
                                                                         include wet bar and refrigerator. No    
                                                                         restaurant or lounge.                   
                                                                                                                 
Cavanaugh's River Inn               240        $70 - Single Queen        Located on Spokane River. Two           
North 700 Division Street                      $75 - $85 Double          outdoor pools, tennis, volleyball,      
                                               Queen depending           horseshoe pit, children's               
                                               on view                   playground, sauna, fitness center,      
                                               $89 - $99 King            Jacuzzi. Banquet facilities for up      
                                               $130 -  $160 Suites       to 250 people. Restaurant, lounge,      
                                                                         and gift shop.                          
                                                                                                                 
Fairfield Inn                        87        $55.99 - King or          Indoor pool and whirlpool.              
311 North Riverpoint Blvd.                     Double Queen Sun.         Complimentary continental breakfast,    
                                               through Thurs.            free local calls, fax and copier        
                                               $62.99 - King or          service. No restaurant or lounge.       
                                               Double Queen Fri.                                                 
                                               or Sat.                                                           
                                               $65 - Suite (S- Th)                                               
                                               $72 - Suite (F, S)                                                
                                                                                                                 
Courtyard by Marriott               149        $75 - $83 Double          Conference facilities, indoor pool,     
North 401 Riverpoint Blvd.                       or King Friday          exercise room, whirlpool. Voice         
                                               Sat.                      mail, in-room iron and ironing board,   
                                               $105 - $115 - Suites      free morning newspaper, hairdryers,     
                                                                         laundry facilities, safety deposit      
                                                                         boxes at front desk, fax and copy       
                                                                         service at front desk. Restaurant       
                                                                         with room service and lounge.           
</TABLE>


- ----------------------------------
James Ratkovich & Associates, Inc.                                        90
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


SUMMARY OF COMPETITIVE HOTELS (continued)

<TABLE>
<S>                                 <C>        <C>                       <C>                 
Subject                             105        $65 - King                $8 addition for every person over 2    
                                               $69 - Double Queen        per room. In-room iron and ironing     
Shilo Inn                                                                board, coffer maker,microwave,         
East 923 3rd Avenue                                                      refrigerator, wet bar, and VCR. Hot    
                                                                         complimentary breakfast. Free morning  
                                                                         newspaper. Data and fax line           
                                                                         capability to each room. Banquet and   
                                                                         meeting facilities. Restaurant and     
                                                                         lounge. Indoor pool, sauna, steam      
                                                                         room, and whirlpool.                   
</TABLE>


- ----------------------------------
James Ratkovich & Associates, Inc.                                        91
<PAGE>

================================================================================



                        [Competitive Hotels Map Omitted]



================================================================================

                               ------------------
                               Competitive Hotels
                               ------------------


                                                                          92
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


                             COMPETITIVE HOTEL NO. 1


                                [photo omitted]


                             COMPETITIVE HOTEL NO. 2


                                [photo omitted]


- ----------------------------------
James Ratkovich & Associates, Inc.                                        93
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


                             COMPETITIVE HOTEL NO. 3


                                [photo omitted]


                             COMPETITIVE HOTEL NO. 4


                                [photo omitted]


- ----------------------------------
James Ratkovich & Associates, Inc.                                        94
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


Competitive Analysis and Idaho Market Conditions

The exhibit below presents a six year retrospective of the average occupancy
statistics for the local industry and a projected average occupancy for the 1996
calendar year based on occupancy statistics through the first quarter of 1996 as
provided by Smith Travel Research, Inc.

                                Average Occupancy

                   ===========================================
                     Calendar       Average       % Change
                       Year        Occupancy      Prior Yr.
                   ===========================================
                       1990          63.30%         4.98%
                   -------------------------------------------
                       1991          64.60%         2.05%
                   -------------------------------------------
                       1992          67.10%         3.87%
                   -------------------------------------------
                       1993          62.20%        -7.30%
                   -------------------------------------------
                       1994          57.30%        -7.88%
                   -------------------------------------------
                       1995          52.80%        -7.85%
                   -------------------------------------------
                       1996          55.00%         4.17%
                   ===========================================

The table reveals how average occupancy increased, showing year over year
increases in occupancy percentage from 1990 through 1992, after which average
occupancy percentages dipped to pre-1990 levels. In later exhibits we will
explore the cause of the decline in average occupancy percentage. We note that
occupancy statistics for the first three months of 1996 strongly suggest a
turnaround in the occupancy percentage declines registered in 1993-1995. The
data suggests that average occupancy for 1996 may turn out to be in the 55
percent range if year to date trends hold. This would be in line with national
averages.

                             Aggregated Room Supply

                   ===========================================
                     Calendar         Room        % Change
                       Year          Supply       Prior Yr.
                   ===========================================
                       1990        1,410,758        3.07%
                   -------------------------------------------
                       1991        1,459,635        3.46%
                   -------------------------------------------
                       1992        1,459,635        0.00%
                   -------------------------------------------
                       1993        1,481,382        1.49%
                   -------------------------------------------
                       1994        1,542,490        4.13%
                   -------------------------------------------
                       1995        1,571,788        1.90%
                   -------------------------------------------
                       1996        1,643,232        4.55%
                   ===========================================


- ----------------------------------
James Ratkovich & Associates, Inc.                                        95
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


Competitive Analysis and Idaho Market Conditions

The aggregated room supply in northern Idaho is presented in the previous table.
We note that total room supply since 1990 has increased by 232,474 room nights
(637 rooms for 365 days). Total room supply increased by an average of 2.58
percent per year from 1990-1996.

                             Aggregated Room Demand

                   ===========================================
                     Calendar     Room Demand     % Change
                       Year                       Prior Yr.
                   ===========================================
                       1990         893,066         8.20%
                   -------------------------------------------
                       1991         943,527         5.65%
                   -------------------------------------------
                       1992         979,984         3.86%
                   -------------------------------------------
                       1993         922,045        -5.91%
                   -------------------------------------------
                       1994         884,320        -4.09%
                   -------------------------------------------
                       1995         829,565        -6.19%
                   -------------------------------------------
                       1996         896,216         8.03%
                   ===========================================

The table above gives aggregated room demand for northern Idaho. During the
period 1990-1992, room demand grew nearly 10%. Since 1989 demand grew by nearly
18%. In 1993 this trend reversed with a 5.91% decline which was followed by
declines in 1994 and 1995. By the end of 1995, aggregated room demand had
declined to 1988-1989 levels. The peak in room demand in 1992 corresponded with
and preceded the largest increases in population ever recorded in Kootenai
County. Hotel room utilization appeared to peak approximately one to two years
prior to the peak in-migration of California and Puget Sound area residents.
Hotel utilization has declined since 1993 as in-migration from outside Early
room demand data through the end of March 1996 suggest a strong increase in
aggregated room demand which could yield an increase of 8 percent +/- by the end
of 1996. This could bring aggregated room demand back to 1990 levels which would
be a positive trend in light of more than three years of declining demand.


- ----------------------------------
James Ratkovich & Associates, Inc.                                        96
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


Competitive Analysis and Idaho Market Conditions

                              Regional Room Revenue

                   ===========================================
                     Calendar     Room Revenue    % Change
                       Year                       Prior Yr.
                   ===========================================
                       1990        38,152,826      17.71%
                   -------------------------------------------
                       1991        43,995,714      15.31%
                   -------------------------------------------
                       1992        48,491,114      10.22%
                   -------------------------------------------
                       1993        49,906,825       2.92%
                   -------------------------------------------
                       1994        48,912,945      -1.99%
                   -------------------------------------------
                       1995        41,862,153     -14.41%
                   -------------------------------------------
                       1996        46,537,067      11.17%
                   ===========================================

Room Revenue, the total income generated in the region by room rentals, has
followed the competitive trends revealed in the room supply, demand and
occupancy data. These room revenue figures do not include income from
convention, spa, banquet and other ancillary hotel profit center activities.
Room revenue surged strongly from 1989 through 1992 as growth in room demand
outpaced room supply. In 1993 aggregated room demand dropped sharply as the
Idaho Panhandle region was deluged by the heaviest rainfalls experienced in 30+
years. Despite four years of strong growth in tourism in 1989 through 1992, 1993
marked a turning point in the competitive environment which has resulted in two
years of declining revenue. 1995 was the worst year in the last seven with a
total drop in room revenue of -14.41 percent. Early data through the end of the
first quarter of 1996 suggests a possible reversal of this trend. If first
quarter data are indicative, gross revenue may return to 1991-1992 levels
finishing the year in the $46-$47 million range, and ending the three year
decline of 1993-1995.

                          Average Daily Room Rate (ADR)

                   ===========================================
                     Calendar         ADR         % Change
                       Year         Revenue       Prior Yr.
                   ===========================================
                       1990          $42.72         8.79%
                   -------------------------------------------
                       1991          $46.63         9.15%
                   -------------------------------------------
                       1992          $49.48         6.12%
                   -------------------------------------------
                       1993          $54.13         9.39%
                   -------------------------------------------
                       1994          $55.31         2.19%
                   -------------------------------------------
                       1995          $50.46        -8.77%
                   -------------------------------------------
                       1996          $51.93         2.90%
                   ===========================================


- ----------------------------------
James Ratkovich & Associates, Inc.                                        97
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


Competitive Analysis and Idaho Market Conditions

Average Daily Room Rate (ADR), in this analysis is calculated by dividing gross
room revenue by aggregated room demand. Although more sophisticated formulae are
actually utilized by hotel operators, the overall trends and magnitude of
changes in the region is what we want to highlight. We see that ADR grew
strongly during the years 1989 through 1993, at which point competition resulted
in greater discounting, and promotional packages. By 1994 as aggregated room
revenue was declining, ADR increase slowed and then declined, registering a
- -8.77 percent drop in 1995. Again, early 1996 data is encouraging, suggesting a
bottoming of the ADR decline. First quarter data suggest that ADR may finish the
year in the $52 range +/-, registering a 3 percent +/- increase over 1995.

Conclusions

Data compiled by Smith Travel Research, Inc. reveals an regional industry with
strong competition from 1993 through the end of 1995. However, early data for
1996 are encouraging as we appear to be witnessing a turnaround. Nationally,
negative trends appeared to reverse in late 1994, and showed clear positive
trends in 1995, which, again should be positive indicators for the lodging
market. The HMBA, a leading national Hotel/Motel brokerage association, reports
that average price per room of sold properties increased in 1994 and 1995. REO
property sales declined dramatically to 25 percent of total sales from an
average of nearly 45 percent of total sales in 1990-1993. It would appear that
the glut of distressed properties has been substantially sold off, signaling a
return to more normative prices and capitalization rates.

Other positive national indicators for the industry include attractive
financing/refinancing for existing properties after reaching 10 year low rates
in late 1995. This has substantially reduced fixed charges and enhanced gross
profit margins. Construction financing is still generally scarce as
institutional lenders and investors finish working through the oversupply
conditions of the 1993-1995 time frame. This should inhibit non-economic
expansions of the room supply and should facilitate ADR stabilization in 1996.
We conclude that national trends are becoming generally more positive for the
lodging. The strength of the summer tourism trade will be major factor in the
overall health of the lodging industry in this region in 1996 and beyond. Early
industry data for north Idaho suggests that 1996 should be stronger year all
around for the lodging industry than the years 1993 through 1995 have been.


- ----------------------------------
James Ratkovich & Associates, Inc.                                        98
<PAGE>

- --------------------------------------------------------------------------------
                                    SHILO INN
# of Rooms   105                    East 923 Third Avenue     Remodeled 1995-96
                                    Spokane, WA
Building Area  61,140 sf  RECONSTRUCTED HISTORICAL OPERATING DATA
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                          1993                            1994                          
========================================================================================================
<S>                                   <C>            <C>    <C>        <C>            <C>     <C>       
Occupancy Rate                            63.00%                           57.00%                       
Average Room Rate                         $49.34                           $50.79                       
- --------------------------------------------------------------------------------------------------------
REVENUES                                           % Total Per Room                % Total  Per Room    
                                                   ------- --------                -------  --------    
 Room Rentals                         $1,180,087     93.5%  $11,239    $1,099,945     94.4%   $10,476   
 Restaurant                               30,024      2.4%     $286        16,099      1.4%      $153   
 Telephone                                31,949      2.5%     $304        29,476      2.5%      $281   
 Other Income                             19,764      1.6%     $188        19,709      1.7%      $188   
- --------------------------------------------------------------------------------------------------------
Total Revenue                         $1,261,824    100.0%  $12,017    $1,165,229   100.00%   $11,097   

EXPENSES
Departmental Expenses
 Rooms Department                        268,116     21.2%  $12,553       279,254     24.0%    $2,660   
 Food & Beverage                             430      0.0%       $4         9,073      0.8%       $86   
 Telephone                                17,158      1.4%     $163        14,319      1.2%      $136   

Undistributed Operating Expenses
 Administrative & General                 98,311      7.8%     $936        95,373      8.2%      $908   
 Management                               63,091      5.0%     $601        58,261      5.0%      $555   
 Marketing                                76,043      6.0%     $724        90,242      7.7%      $859   
 Utilities                                85,225      6.8%     $812        82,671      7.1%      $787   
 Supplies                                 54,230      4.3%     $516        54,351      4.7%      $518   
 Property Operations & Maintenance         7,615      0.6%      $73        21,566      1.9%      $205   
 Miscellaneous                             2,752      0.2%      $26         2,068      0.2%       $20   

Fixed Charges
 Property Tax & License                   23,947      1.9%     $228        20,469      1.8%      $195   
 Insurance                                 5,460      0.4%      $52         4,935      0.4%       $47   
- --------------------------------------------------------------------------------------------------------
Total Expenses                          $702,378     55.7%   $6,689      $732,582     62.9%    $6,977   

NET OPERATING INCOME                    $559,446     44.3%   $5,328      $432,647     37.1%    $4,120   


<CAPTION>
                                                                       9 months
                                           1995                        YTD 1996
==================================================================================================
<S>                                      <C>         <C>     <C>      <C>          <C>     <C>    
Occupancy Rate                             38.00%                         51.00%
Average Room Rate                          $53.04                         $60.79
- --------------------------------------------------------------------------------------------------
REVENUES                                         % Total  Per Room              % Total  Per Room
                                                 -------  --------              -------  --------
 Room Rentals                            $742,160    92.4%   $7,068   $1,152,796   95.5%   $10,979
 Restaurant                                 7,544     0.9%      $72        8,883    0.7%       $85
 Telephone                                 29,510     3.7%     $281       27,118    2.2%      $258
 Other Income                              23,801     3.0%     $227       18,649    1.5%      $178
- --------------------------------------------------------------------------------------------------
Total Revenue                            $803,015   100.0%   $7,648   $1,207,446  100.0%   $11,499

EXPENSES
Departmental Expenses
 Rooms Department                         243,094    30.3%   $2,315      268,759   22.3%    $2,560
 Food & Beverage                           13,352     1.7%     $127        8,269    0.7%       $79
 Telephone                                 16,963     2.1%     $162       16,428    1.4%      $156

Undistributed Operating Expenses
 Administrative & General                  93,119    11.6%     $887       82,226    6.8%      $783
 Management                                40,151     5.0%     $382       60,312    5.0%      $574
 Marketing                                108,807    13.5%   $1,036      127,922   10.6%    $1,218
 Utilities                                 92,117    11.5%     $877      106,617    8.8%    $1,015
 Supplies                                  74,456     9.3%     $709       70,115    5.8%      $668
 Property Operations & Maintenance         23,435     2.9%     $223        8,196    0.7%       $78
 Miscellaneous                              1,714     0.2%      $16        1,558    0.1%       $15

Fixed Charges
 Property Tax & License                    42,969     5.4%     $409       43,310    3.6%      $412
 Insurance                                  8,078     1.0%      $77        7,628    0.6%       $73
- --------------------------------------------------------------------------------------------------
Total Expenses                           $758,255    94.4%   $7,221     $801,340   66.4%    $7,632

NET OPERATING INCOME                      $44,760     5.6%     $426     $406,106   33.6%    $3,868
</TABLE>


                                                                          99
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


INCOME APPROACH (Continued)

Occupancy and Room Revenue Estimates

The subject's reconstructed historical operating summary, as provided by the
Shilo Inn, is located on the previous page. Occupancy changed from 63 percent in
1993 to 57 percent in 1994, to 38 percent in 1995 during which the property
operations were disrupted due to the major renovation that took place. Occupancy
is back up to 51 percent for the trailing 12 months, following completion of the
renovation. We expect occupancy to return to the 60 percent level for 1997
forward now that the property is in top condition and demand remains strong.

The average daily room rate has increased from $49.34 in 1993 to $60.79 in 1996.
We expect the subject property to maintain its operation within this range of
the market for the foreseeable future.

The Smith Travel Research report located in the addenda indicates that occupancy
market wide was 71.1 percent in 1993, 70.0 percent in 1994, 67.0 percent in 1995
and is achieving 66.8 percent in the first nine months of 1996. The average
daily rates have similarly remained stable from $50.86 in 1993 to $58.79 in
1996. These figures reflect support for the subject's operations

Based on our analysis of the competitive market area and the subject's
operations, it is our opinion that the subject will achieve an average occupancy
rate of 58 percent in 1997 and increase to stable levels of 60 percent per year
for the duration of our analysis. An average daily rate of $60.00 for year one,
projected to increase at an annual rate of 3 percent per year.

Other Revenues

Other revenues include telephone income, estimated at 2.5 percent of room
revenues; restaurant lease revenues which have ranged between 0.7 and 2.4
percent of room revenues historically, with 1995-96 data negatively influenced
by the recent renovation. We projected restaurant lease revenue at 2.0 percent
of room revenue; and miscellaneous other income from vending machines and
similar items, which is estimated at 1.5 percent of room revenues. The subject's
history is the best indicator of these revenue.

EXPENSE ANALYSIS

In addition to the subject's actual historical operating data, previously
presented, we have reviewed expense data as reported in Trends by PKF
Consulting, and Star Travel Research which are both located in the addenda.


- ----------------------------------
James Ratkovich & Associates, Inc.                                        100
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


INCOME APPROACH (Continued)

Departmental Expenses

Rooms

Room expenses include salaries, wages, payroll taxes and fringe benefits for
front desk staff and housekeeping personnel; general hotel expenses (excluding
franchise fees); guest room supplies; cleaning supplies; laundry, linen;
reservations/booking expenses; travel agent commissions; and numerous other
small expense categories. PKF industry standards indicate a range from $3,166 to
$3,950 per room. Star Research reports rooms department expenses to range from
$3,208 to $4,432. The subject's reconstructed historical data indicates a range
from $2,315 to $2,660 per room. The subject is operating at stable and
consistent levels which are below industry averages. We have projected $2,550
per room for departmental room expense which is near the subject's actual
historical performance. We believe that a typical buyer for the subject property
would a similar chain operation or even larger organization that can achieve the
same efficiencies that the current operations have demonstrated.

Telephone

Telephone expenses include monthly service charges, local and long distance
charges billed by the phone company. The subject property utilizes a discount
rate long distance provider which bills in six second increments, and offers
discounted long distance rates. Although the ratio of phone revenues to expenses
are in line with the industry standard at about 2:1, these operations comprise a
small percentage of revenue. We have utilized an expense ratio of 55 percent of
telephone revenues based on historical data.

UNDISTRIBUTED OPERATING EXPENSES

These expenses reflect the expenses and fixed overhead items which are not
attributable to any specific activity or profit center but are required to
maintain the going concern operation. These include Administrative and General
Expenses; Franchise Fees; Marketing and Guest Entertainment costs; Property
Operation and Maintenance Costs; Energy / Utility Costs and miscellaneous other
unallocated departmental costs.

Administrative and General

These expense items include: administrative staff salary/wages, payroll taxes
and benefits; bookkeeping and accounting; vehicle expenses; credit card
commissions; office supplies; printed materials; postage; professional and legal
fees; contract security; and owner/manager travel expenses, and bad debt
write-offs. PKF reveals that industry standards for administrative and general
expenses in the two property categories we compared the subject to ranged from
7.8% to 9.0%. Smith Travel indicates this expense to range from 9.1% to 9.4% for
the subject's categories. The subject expended between 6.8% and 11.6% for G&A
over the past four years. We conclude that the most subject's actual experience,
with some consideration to industry averages, is the best indicator of this
expense and have selected 8.0% for our projections.


- ----------------------------------
James Ratkovich & Associates, Inc.                                        101
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


INCOME APPROACH (Continued)

Management Fees

The subject property is owner operated and the primary compensation paid to the
owner managers comes in the form of profit distributions. A portion of the
executive management compensation is also accounted for in Administrative
salary/wages which are also somewhat below industry averages by several
measures. A typical market derived management fee for an operation such as the
subject should run at least 3.0%-5.0% according to most reliable sources. PKF
industry standards indicate a range for management of 2.8% to 3.1%. Smith Travel
indicates 2.8% to 3.8% for management expense in the subject's categories. The
subject has a 5 percent internal accounting management fee. We have utilized a
management fee of 5.0 percent for our projections which is above industry
standards.

Franchise and Marketing Expense

Franchise and marketing expense includes charges for regional or national chain
affiliations or franchise, expenses for advertising, promotional literature and
activities. Historically the subject has expended between 2.7% to 4.6% for
advertising and there is no franchise fee since the subject is company owned.
PKF industry standards indicate advertising expense to range from 3.7% to 3.9%
and franchise fees to range from 0.9% to 1.9%. Smith Travel indicates 3.7% to
6.6% for advertising and 1.7% to 3.5% for franchise fees. Despite the current
level of the subject's expenditures, we used the industry standards for our
projections, since we look at typical owner requirements rather than Shilo's
actual corporate profile. We have utilized a rate of 3.0% for franchise and 5.0%
for marketing, for a total of 8%, based on our estimate of the appropriate costs
for the subject property to continue to perform at current levels.

Energy / Utility Costs

Expenses in the Energy/Utility category are highly consistent over the previous
four years of operation. We note that the Pacific Northwest has the lowest
energy costs of any region of the US because of the relative abundance of
hydroelectric power. The subject has expended between 6.8 to 11.5 percent in
utility expenses in the past four years. PKF industry standards indicate a range
from 3.9 to 5.0 percent and Smith Travel indicates a range from 4.8% to 6.3%. We
have utilized 8.0 percent for our analysis based on the subject's historical
data.

Property Operations and Maintenance

This category includes automotive maintenance; Building expenses; computer
equipment and software systems; Copy Machine/Fax machine maintenance;
maintenance contracts; grounds maintenance; painting and decorating; swimming
pool/spa maintenance contracts; TV repairs; tools and other miscellaneous
expenses. The subject has historically spent between 0.6 and 2.9 percent for
repairs and maintenance which includes some capital improvements expenses. PKF
industry standards indicate a range from 4.5 to 6.2 percent and Smith Travel
indicates 4.2% to 5.2% for this item. We have utilized a rate of 5.0 percent
based on the subject's most recent historical data and industry standards.


- ----------------------------------
James Ratkovich & Associates, Inc.                                        102
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


INCOME APPROACH (Continued)

FIXED CHARGES

Property Taxes

According to the county assessor, the subject's current property taxes are
$43,753. Taxes are based on six year cycle assessments with annual adjustments
by the assessor. A sale does not trigger a reassessment. We expect future
assessment increases to be in line with historical increases. Property taxes for
the subject property are estimated at $55,000 in our projections to account for
possible increases due to the recent renovation and for personal property taxes.

Property Casualty Insurance

Insurance has been consistent during the last four years between 0.4 and 1.0
percent of total revenue which is slightly below the 1.0% to 1.2% level
suggested by the industry standard data. A one year premium for fire and
extended coverage and liability has been estimated at 0.55 percent. Industry
averages are above the actual history of the subject but these are a general
indicator overall, highly dependent on location and negotiations. In the final
analysis we relied on the subject's history.

Replacement Reserves

The short-lived building components and equipment which require replacement and
for which a reserve account should be set up consist of roof covering, floor
covering, draperies, water heaters, air conditioning systems and other
mechanical systems servicing the buildings and other capital expenditures. Since
these expenses are bound to occur, we have accounted for this expense item as a
percentage of total revenue. Some of the replacement items are included in
normal maintenance, supplies and room expense items.

The International Society of Hospitality Consultants released a comprehensive
study in 1995 which examined historical industry-wide CapEx expenditures for the
10 year period from 1983 through 1993. The study, funded by 16 high profile
national and international hospitality management companies, lenders and hotel
operators concluded that the historical convention of reserving only 2%-3% of
gross revenues was inadequate for funding the actual capital outlays required to
maintain a property in a typically competitive market. They concluded that
capital expenditures for limited service properties averaged 3.7%.

They also noted that CapEx expenditures increased significantly as a hotel ages
with a spike every 7 to 9 years when major renovations of guest rooms and public
areas are required. They pointed out that properties in their survey data built
before 1981 averaged CapEx outlays of 9.6% of annual gross revenue. What this
clearly reveals is that historical reserves have been grossly underestimated and
have caused financial distress for both financiers and operators of hotel
properties. The bottom line of the study is that properties over 7 to 8 years
old, and certainly those over 10 years old will require reserves of roughly 2.5
times to 3.0 times the traditionally accepted reserve allowance. For upper-tier,
limited service properties and lower-tier, full service


- ----------------------------------
James Ratkovich & Associates, Inc.                                        103
<PAGE>

East 923 Third Avenue, Spokane WA
- ---------------------------------


INCOME APPROACH (Continued)

Capitalization Analysis

properties this will equate to a total CapEx reserves of 4%-5% at a minimum,
depending on age, method of construction, historical occupancy/use levels and
prior CapEx investment.

We have divided reserves charges into two categories: Furniture, Fixtures &
Equipment and Improvement Reserves. The furniture, fixtures and equipment used
in the operations of the subject property is charged at a rate of 3.0 percent of
total revenue based on industry standards and our estimate of the useful life of
the subject's FF&E. The improvements reserve for replacement expense is
estimated at 2.0 percent of total revenue.

Direct Capitalization: This technique employs the use of an overall rate. This
is an annual percentage rate that expresses the relationship between net
operating income and the present worth of the property. The term overall rate
reflects the fact that the rate incorporates capital appreciation or
depreciation along with a return on net income. The overall rate must represent
what informed, prudent and rational investors are requiring and obtaining for
similar, competitive properties in the current market.

Overall Rate Derivation / Direct Capitalization: The first estimate of value we
develop through the Income Approach is developed with the Direct Capitalization
Technique, which utilizes the overall capitalization rate. This is an aggregated
rate that expresses the relationship between a single year's stabilized net
operating income, and the present worth of the property. The term overall
capitalization rate, or simply, overall rate (OAR), indicates that the rate
encompasses all market derived return requirements including capital
appreciation or depreciation, a baseline return on net income, plus any risk
related return premiums dictated by the market's perception of the risk elements
attendant to ownership and operation. The overall rate should represent the
income to value ratio that typically informed, economically motivated, prudent
and rational investors would require and obtain, when investing in similar,
competitive properties in the current market.

Ideally, the market transactions referenced in the overall rate derivation
should be open market sales of regionally competitive hotel properties, with
generally similar income streams and expense ratios. The summary contained in
the Direct Comparison Approach indicates overall rates derived from only two of
the primary market comparable sales. A Supplemental Summary of Hotel Sales has
also been produced to show the overall rates indicated in a variety of other
hotel sales in a broader survey of the Pacific and Inland Northwest.

The sale of the Bellevue Hilton, which sold in August 1995, indicated an overall
rate of 9.00%. This was the lowest OAR and it could be regarded as anomalous,
relative to the other market indicators and investors surveys compiled by us. We
surmise that the price may have reflected substantial unrealized income
potential or operating economies not superficially obvious from the reported
data.


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East 923 Third Avenue, Spokane WA
- ---------------------------------


INCOME APPROACH (Continued)

The balance of the supplemental sales suggested OAR's ranging from the low 10 to
high 11 percent except for Supplemental Sale No. 5, the Ameritel Inn, which
reported an OAR of 13.48% Although the price/unit appears to fall within the
range of the other surveyed transactions, the OAR of Sale No. 5 appears well
above the indicated range for a property of it's age, and apparent quality. We
are, therefore, disinclined to emphasize the OAR of this sale as an indicator
for the subject

Capitalization Analysis

National Investor Surveys compiled from a variety of respected industry sources
provide additional insight into investor expectations and underwriting
assumptions which may me relevant to the analysis of the subject. For reader
convenience we have compiled a survey of the surveys which is presented on the
following page. The Korpacz Real Estate Investor Survey, Third Quarter 1996,
indicates the average free and clear equity overall rate for hotel properties is
12.75 percent, as compared to 12.53 percent for the previous quarter and 12.79
percent a year ago.

According to the First Quarter 1996, National Investor Survey conducted by CB
Commercial, going in cap rates for Class A, Full Service Hotel properties ranged
between 8.00% and 12.00% and average 10.30%. Class B, Limited Service Hotels
ranged from 9.00% to 13.00% and averaged 11.30%. Our classification of the
subject as an upper tier Limited service, or lower tier full service hotel
suggests an OAR in the low 11% range.

According to the First Half 1996, Hotel Investment Outlook prepared by Landauer
Hospitality Services, going in cap rates for Class A, Full Service Hotel
properties ranged between 7.00% and 13.00% and averaged 9.75%. Class B, Limited
Service Hotels ranged from 10.00% to 14.00% and averaged 11.55%. Again, our
classification of the subject as an upper tier Limited service, or lower tier
full service hotel suggests an OAR in the low 11% range.

According to TransActions 1995 Recap, published by Hotel Motel Brokers of
America the Mountain Pacific Region had an average overall rate of 12.7 percent
for all hotels and ranged between 9.4 and 14.5 percent. These sales totaled 38
hotels with an average 66 units per hotel. They had an average occupancy of 55.2
% and an average daily rate of $42.68. which is lower than the subject's
operating levels. Nationally the rates ranged from 9.1% to 14.8%, and averaged
11.80% for all HMBA transactions. We observe that HMBA member brokers were
primarily involved in sales of individually owned properties and not the larger
institutional, and multi-property transactions included in the survey results
compiled by the national consulting firms. We think the HMBA transactions may
represent a slightly lower grade of properties than the subject property.


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


INCOME APPROACH (Continued)

Capitalization Analysis

PKF Consulting, one of the most respected names in the hospitality industry
identifies OAR's ranging from 8.00% to 11.30% for Class A properties and an
average of 10.88%. Class B properties range from 8.50% to 14.50%, averaging
11.76%. Their results are consistent with the other industry consultants cited.

OAR Conclusion / Indication of Value

In attempting to select an appropriate OAR for the direct capitalization value
work up for the subject we have considered the following:

o     The subject property is a middle tier, property defined by its franchise
      flag and has a high level and quality of operations and other guest
      amenities relative to its competitive market.

o     The subject property is 23 years old hotel but has recently undergone a
      major renovation.

o     The current competitive position of the subject in its market area is
      fairly strong in its niche as new competition will likely be impeded by
      development costs and restrictive market conditions for new development.

Based on these factors, our Direct Sales Comparison Analyses and our survey of
hospitality industry consultants, we conclude that the appropriate OAR for
developing a value estimate for the subject property through the Direct
Capitalization Technique is 10.50%. Dividing the projected stabilized Net
Operating Income by the selected OAR yields an indication of fee simple value
for the going concern operation, as of the current appraisal date in the amount
of:

                                   $4,697,805
                                   ==========

Yield Capitalization / Discounted Cash Flow Analysis

A discounted cash flow analysis has been made on the premise that the value of
the subject property is represented by the present worth of the anticipated
future net income stream. The projected income stream is based on an analysis of
the quality, as well as the quantity and duration, of the income expectancy.
This income stream is discounted to present value using a discount factor and
then added to the present worth of the property reversion. The property
reversion is calculated by capitalizing the net income from the property into an
indication of value using a capitalization rate extracted from the general
market data of similar properties. This value is then discounted to present
worth.


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


INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

In this analysis, we utilize a ten-year discounted cash flow projection which
represents the underwriting convention of the industry. Although we have not
profiled specific survey results we note that the average holding period for
hotel investments, according to at least two national consultants ranges from 6
to 10 years. One source referenced a 6.27 year average holding period in 1995
while the other referenced a 7.1 year average holding period. Ten to eleven
years, the period covered in our analyses, probably represents the outer limits
of what most investors reasonably anticipate as an investment holding period
since profit taking (dispositions) and normal business cycles seem to occur in
rolling five to seven year intervals.

Revenue and Expense Growth Rate

The survey results are self explanatory. We note that the emerging trend among
analysts and underwriters is a very thin but widening margin between income and
expense growth rates, with revenues leading. As this margin widens the positive
impact on value indications becomes geometric, and we think unreliable. As of
the date of this writing, one market watcher suggests that a rate differential
of 12 to 15 basis points represents the current market thinking. We think such
an assumption may be plausible during the early phases of an industry or
national economic recovery when revenue gains do generally exceed expense growth
rates by meaningful margins. Our perception is that strong industry performance
during the last two plus years will breed new competition placing downward
pressure on revenue growth. Nevertheless, industry vendors, subcontractors and
county tax assessors, not wanting to miss out on the "good times" should
continue with healthy price and assessment increases over the next couple years.
We think it prudent, therefore, to project both revenue and expense growth at
the same levels over the long haul. The survey results lead us to conclude on
annual growth factors of 3.00% for both revenue and expenses.

Terminal Capitalization Rate

Our rate selection is based on the survey results previously presented and our
perceptions of the subject property and its competitive position in the local
market. The survey results suggest that terminal capitalization rates generally
exceed the going in rates by 25 to 100 basis points. Utilizing moderate growth
rate assumptions, CapEx reserves, and moderately conservative discount rates (to
be discussed next) leads us to select a terminal cap rate 100 basis points above
the going in rate, or 11.50%.


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


INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

Discount Rate Selection

The discount rate we utilized reflects the long term yield expectations of hotel
market investors, relative to other alternative investment opportunities in the
real estate markets available today. It also reflects current financial market
conditions and the perceived risk, quality and duration of the income stream
anticipated from each prospective investment. The yield rate used in the
Discounted Cash Flow Analysis is anticipatory rather than historical in its
reference point. The rate should consider all benefits and risks attendant to
the ownership and operation of that particular class of income property, and may
also anticipate tax considerations and leveraging issues that non-realty
investments do not. The appropriate rate is that minimum rate that the
individual, institutional or real estate investor considers a minimal acceptable
return on investment over the particular projection period analyzed. It may be
regarded as a hurdle rate, below which, the typical market investor would not
find sufficient returns to justify the investment, given the risks and
responsibilities attendant to that investment.

We have utilized two means of identifying an appropriate discount rate for the
subject property analyses. These are: 

o     Survey of investors' acceptable yield rates

o     Capital market returns analysis plus risk rate

The National Investor Surveys previously referenced summarize the return
expectations of institutional and individual investors as they have been
compiled by five of the hospitality industry's most familiar and respected
consultants. Altogether they reveal a typical range of discount rates from 10.0%
to 20.0% with a convergent grouping of averages and medians clustered between
14.00% and 15.00%.

Built up Yield Rates can provide another indication of investors' motivations
and expectations regarding long term equity returns. These may be developed or
"built up" from the bond markets and other long term capital markets. However,
the quality and durability of a real estate income stream, and the marketability
of real property is generally considered less reliable (predictable) than other
capital market investments. Investors may purchase relatively risk free treasury
funds and sell them almost immediately when he or she chooses. Investments in
real estate require additional risk based yield premiums to compensate for their
additional risks and illiquidity. Therefore, one simple technique for estimating
the appropriate yield rate for real estate in general, and hotels specifically,
is to explore the yield relationships between relatively "risk free" investments
and real estate investments.


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


INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

According to a market yield rate survey conducted by Real Estate Research
Corporation, the difference in yield rates between real estate and other
selected capital market investments over the last four quarters ranged from 2.4
percent to 5.6 percent. These differences may be regarded as market perceptions
the additional risks and illiquidity premiums required of real estate
investments in general. Comparing yield rates on investment grade real estate to
hotel investments reveals an additional yield rate differential of 1.00% to
3.00% which investors require of management intensive real estate such as
hotels. Hotels are actually much more than real estate operations. They are in
fact going concern business operations which are real estate intensive. The
additional management expertise and risks attendant to such enterprises dictates
another level of yield compensation. The following table shows some recently
published yields on bonds, which are an indication of long term investor's
pre-tax "safe rate" equity yield requirements:

                         Yields on Selected Securities
- --------------------------------------------------------------------------------
       Period        Aaa Bonds  Baa Bonds     Treasury          Treasury
                                             Securities        Securities
                                             (Long Term)      (Five Year)
- --------------------------------------------------------------------------------
     March 1995         8.12%     8.70%         7.45%            7.05%
- --------------------------------------------------------------------------------
   September 1995       7.32%     7.93%         6.55%            6.00%
- --------------------------------------------------------------------------------
     April 1996         6.80%     7.47%         6.05%            5.36%
- --------------------------------------------------------------------------------
       Average          7.41%     8.03%         6.68%            6.14%
- --------------------------------------------------------------------------------

Based on the stability of the revenues and potential marketability of the
subject as discussed previously, the discount rate could be reflected as
follows:

      "Risk Free" Capital Market Return Rate:               8.00% +/-
      Real Estate Risk and Illiquidity Premium:             4.00% +/-
      Hotel-Going Concern Risk based premium:               1.00% +/-
                                                           ----------
      Total Return Expectation-Going Concern Hotels:       13.00% +/-

Based on the National Investor Surveys, the capital market risk based premium
rationale, and the specific characteristics of the subject property previously
enumerated we conclude the appropriate yield rate (IRR) to be utilized in the 10
year DCF is 13.00%.


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East 923 Third Avenue, Spokane WA
- ---------------------------------


INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

Net Reversionary Value

The last component we must consider in the long term discounted DCF analysis is
the net reversionary interest in the property. The yield analysis explicitly
assumes full capital recovery at the end of the holding period, which is another
way of saying the sale or disposition of the property. Calculating a net
reversionary value is accomplished through a simple direct capitalization
technique utilizing the projected Year 11 NOI, and an appropriate terminal
capitalization rate. From the direct capitalization value indication we deduct
estimated selling costs, which will include brokers commissions, title costs,
legal costs and escrow fees. This net reversionary value is included in the Year
10 cash flow projections and is identified as the NOI + Reversion in the 10 Year
DCF spreadsheet on the following page.

Discounting the projected operational cash flows plus net reversionary value in
Year 10, by the appropriate yield rate produces an indication of Net Present
Value (NPV) in the amount of:

                                   $4,867,849
                                   ==========

Correlation of Value Indications

The discounted cash flow schedule is located on the following page which
contains the income, expenses, discounting, reversion and direct capitalization.
We have given the discounted cash flow analysis indication relatively greater
weight since occupancy is projected to increase slightly in year 2. The
indicated values and conclusion of value, of the Fee Simple estate, via the
Income Approach are summarized below:

           Direct Capitalization - Fiscal 1997 Income -  $4,697,270

                Discounted Cash Flow Analysis   -   $4,867,849

                               Rounded $4,850,000
                                       ==========


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<PAGE>

<TABLE>
<S>                                      <C>          <C>           <C>           <C>           <C>          <C>           <C>      
                                                                 SHILO INN
# of Rooms                                  105                 East 923 Third Avenue
Growth Rate:                               3.0%                 Spokane, WA
- ------------------------------------------------------------------------------------------------------------------------------------
                                        % Total           1          2              3             4             5           6       
Fiscal Year (12/1 TO 11/30)             Revenue          1997          1998         1999          2000          2001        2002    
====================================================================================================================================
Room Nights Available                                      38,325       38,325        38,325        38,325       38,325       38,325
Number of Occupied Rooms                                   22,229       22,995        22,995        22,995       22,995       22,995
Occupancy Rate                                             58.00%       60.00%        60.00%        60.00%       60.00%       60.00%
Average Room Rate                                          $60.00       $61.80        $63.65        $65.56       $67.53       $69.56
- ------------------------------------------------------------------------------------------------------------------------------------
REVENUES
 Room Rentals                            94.23%       $ 1,333,710   $1,421,091    $1,463,724    $1,507,635   $1,552,865   $1,599,450
 Telephone                                2.50%            33,343       35,527        36,593        37,691       38,822       39,986
 Restaurant Revenue                       2.00%            28,307       29,157        30,031        30,932       31,860       32,816
 Other Income                             1.50%            20,006       21,316        21,956        22,615       23,293       23,992
                                      ----------------------------------------------------------------------------------------------
Total Revenue                            100.0%        $1,415,366   $1,507,091    $1,552,304    $1,598,873   $1,646,839   $1,696,244

EXPENSES
Departmental Expenses
 Rooms (3/room/year)                     $2,550           267,750      275,783       284,056       292,578      301,355      310,396
 Telephone (% of Departmental Income)     55.0%            18,339       19,540        20,126        20,730       21,352       21,992
                                      ----------------------------------------------------------------------------------------------
Total Departmental Expenses               20.6%          $286,089     $295,323      $304,182      $313,308     $322,707     $332,388

Undistributed Operating Expenses
 Administrative & General                  8.0%           113,229      116,626       120,125       123,729      127,441      131,264
 Management                                5.0%            70,768       75,355        77,615        79,944       82,342       84,812
 Furniture, Fixtures & Equipment Reserves  3.0%            42,461       45,213        46,569        47,966       49,405       50.88?
 Franchise & Marketing                     8.0%           113,229      120,567       124,184       127,910      131,747      135,700
 Utilities                                 8.5%           120,306      128,103       131,946       135,904      139,981      144.131
 Property Operations & Maintenance         5.0%            70,768       75,355        77,615        79,944       82,342       84,812
 Miscellaneous                             1.0%            14,154       15,071        15,523        15,989       16,468       16,962
                                      ----------------------------------------------------------------------------------------------
Total Undistributed Expenses              38.5%          $544,916     $576,289      $593,578      $611,385     $629,726     $648,618

Total Expenses Before Fixed Charges       59.1%          $831,004     $871,611      $897,760      $924,693     $952,433     $981,006
Income Before Fixed Charges               40.9%          $584,361     $635,480      $654,544      $674,180     $694,406     $715,238

Fixed Charges
 Property Tax & License                    3.9%            55,000       56,650        58,350        60,100       61,903       63,760
 Insurance                                0.55%             7,785        8,018         8,259         8,506        8,762        9,024
 Buildings Reserve for Replacement         2.0%            28,307       29,157        30,031        30,932       31,860       32,816
                                      ----------------------------------------------------------------------------------------------
Total Fixed Charges                        6.4%           $91,092      $93,825       $96,639       $99,538     $102,525     $105,600

NET OPERATING INCOME                      34.5%          $493,270     $541,655      $557,905      $574,642     $591,881     $609,638
Present Value of Income Stream                            436,522      424,195       386,656       352,439      321,249      292,820
 Discounted at                           13.00%
Total Present Value of Income Stream                                $3,147,965

REVERSION ANALYSIS
- ---------------------------------------
Eleventh Year Income                                    $706,737
Reversion Capitalized @                                   11.50%
Reversion                                             $6,145,540                                     DIRECT CAPITALIZATION
Less Sales Expense 5.0%                                                                       -----------------------------------
Net Reversion                                          5,838,263                              Net Operating Income       $493,270
Discount rate                                             13.00%                              (1997)
Present value of Reversion                                          $1,719,884                Overall Rate                 10.50%
                                                                    ----------                                          ----------
TOTAL PRESENT VALUE                                                 $4,867,849                Indicated Value          $4,697,805

Concluded Value via Income Approach                                 $4,850,000 $46,190 /Room
                                                                    ========== 


<S>                                      <C>          <C>           <C>           <C>           <C>          
                                                                SHILO INN
# of Rooms                                 105                 East 923 Third Avenue
Growth Rate:                              3.0%                 Spokane, WA
- ------------------------------------------------------------------------------------------------------------
                                                7           8            9             10            11
Fiscal Year (12/1l TO 11/30)                  2003          2004         2005         2006          2007
============================================================================================================
Room Nights Available                          38,325         38,325       38,325       38,325        38,325
Number of Occupied Rooms                       22,995         22,995       22,995       22,995        22,995
Occupancy Rate                                 60.00%         60.00%       60.00%       60.00%        60.00%
Average Room Rate                              $71.64         $73.79       $76.01       $78.29        $80.63
- ------------------------------------------------------------------------------------------------------------
REVENUES
 Room Rentals                              $1,647,434     $1,696,857   $1,747,763   $1,800,196    $1,854,201
 Telephone                                     41,186         42,421       43,694       45,005        46,355
 Restaurant Revenue                            33,500         34,814       35,859       36,935        38,043
 Other Income                                  24,712         25,453       26,216       27,003        27,813
                                      ----------------------------------------------------------------------
Total Revenue                              $1,747,132     $1,799,546   $1,853,532   $1,909,138    $1,966,412

EXPENSES
Departmental Expenses
 Rooms (3/room/year)                          319,703        329,299      339,173      349,353       359,834
 Telephone (% of Departmental Income)          22,652         23,332       24,032       24,753        25,495
                                      ----------------------------------------------------------------------
Total Departmental Expenses                  $342,360       $352,631     $363,209     $374,106      $385,329

Undistributed Operating Expenses
 Administrative & General                     135,202        139,258      143,435      147,738       152,171
 Management                                    87,357         89,977       92,677       95,457        98,321
 Furniture, Fixtures & Equipment Reserves      52,414         53,986       55,606       57,274        58,992
 Franchise & Marketing                        139,771        143,964      148,283      152,731       157,313
 Utilities                                    148,506        152,961      157.550      162,277       167,145
 Property Operations & Maintenance             87,357         89,977       92,677       95,457        93,321
 Miscellaneous                                 17,471         17,995       18,535       19,091        19,664
                                      ----------------------------------------------------------------------
Total Undistributed Expenses                 $668,077       $688,119     $708,763     $730,026      $751,926

Total Expenses Before Fixed Charges        $1,010,437     $1,040,750   $1,071,972   $1,104,131    $1,137,255
Income Before Fixed Charges                  $736,695       $758,796     $781,560     $805,007      $829,157

Fixed Charges
 Property Tax & License                        65,673         67,643       69,672       71,763        73,915
 Insurance                                      9,295          9,574        9,861       10,157        10,462
 Buildings Reserve for Replacement             33,300         34,814       35,859       36,935        38,043
                                      ----------------------------------------------------------------------
Total Fixed Charges                          $108,768       $112,031     $115,392     $118,854      $122,420

NET OPERATING INCOME                         $627,927       $646,765     $666,168     $686,153      $706,737
Present Value of Income Stream                266,907        243,287      221,757      202,133
 Discounted at                          
Total Present value of Income Stream    
</TABLE>


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East 923 Third Avenue, Spokane WA
- ---------------------------------


                         RECONCILIATION AND CONCLUSION

            Cost Approach                       $5,580,000
            Market Approach                     $4,825,000
            Income Approach                     $4,850,000

The approaches have various degrees of applicability depending on the
circumstances. The Cost Approach is usually relied upon when the improvements
are new, or nearly new and are fully utilized for their designed intent. The
Income Approach indicates the amount at which a prudent investor would pay for
the property. The Direct Comparison Approach reflects actual prices paid for
similar properties reduced to a unit of comparison.

The variance between the approaches does not invalidate any of them and is
expected since each approach reflects the differing attitudes and motivations of
the various sectors of the real estate market.

In this analysis, the Cost Approach is given the least weight due to its
limitations in being able to accurately reflect current market conditions, and
going concern elements of value. These conditions are directly related to the
income generating ability of the subject, which is best analyzed within the
Income Approach. The Cost Approach may therefore represent the least reliable
data source, and the method least likely to be referenced by the typical
investor. However, it would be of interest to anyone exploring the feasibility
of developing new facilities. Here their principal concern is whether functional
properties can be acquired for less than their current replacement cost. If the
answer were "yes", the decision to acquire rather than build should result.

The Sales Comparison Approach is based upon the principle of substitution. It is
based on the premise that an informed investor will pay no more than the cost to
acquire a similar, competitive property with the same utility as the subject. In
this analysis, numerous sales of comparable properties were surveyed and
analyzed and adjusted to compare to the subject. The strength of this approach
is that it is the purest reflection of market intentions with regard to the
subject. It's weakness is that it is the most difficult of all approaches to
verify and quantify since appraisers rarely have access to complete financial
and transactional records for sale comparables. Properly allocating value to
real estate, FF&E and other business components and verifying the actual and
projected operating revenues and expenses are several of the challenges
appraisers face. Developing market supported quantitative and qualitative
adjustment factors is also extremely problematic. Therefore, individual
interpretations of reported sale data can be somewhat varied which tends to make
value indications developed through this approach highly subjective. While data
reliability can be rather poor in some instances, this approach is generally
utilized by market participants for developing reasonable bracketing of value
and key benchmark ratios which are utilized in the primary valuation approach,
The Income Approach.


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


RECONCILIATION AND CONCLUSIONS (Continued)

The Income Approach is the primary approach utilized in estimating the value of
the subject. It has the benefit of generally being the most reliable approach,
since operating projections are developed from the detailed records of the
owners. It also is the approach given the most weight by knowledgeable market.

Participants who base the bulk of their investment decision making on projected
return analyses. Value estimates are developed through detailed economic data
including occupancy levels and ADR's through application of direct
capitalization rates and discount rates. Numerous well respected consultants and
industry leaders perform research and publish data which aids the appraiser in
formulating opinions of value. Clearly, the Income Approach is the most reliable
and verifiable of the three approaches and is also the de facto standard
utilized by all knowledgeable market participants. Therefore, the value
conclusions presented herein place the greatest weight on the indications of
value developed through the Income Approach.

Based on the foregoing analysis, the opinion has been formed by the appraisers
that the market value of the subject hotel property, as a going concern with all
furniture fixtures and equipment, subject to the limiting conditions included in
this report, as of December 1, 1996, of the Fee Simple Estate, As Is, was:

                                  $4,850,000
                                  ==========

                     (Including Value of FF&E - $336,000)


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


                                  CERTIFICATION

The undersigned appraisers hereby certify that, to the best of their knowledge
and belief:

The statements of fact contained in this report are true and correct.

The reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions, and are our personal, unbiased
professional analyses, opinions, and conclusions.

We have no present or prospective interest in the property that is the subject
of this report, and have no personal interest or bias with respect to the
parties involved.

Our compensation is not contingent on an action or event resulting from the
analyses, opinions, or conclusions in, or the use of, this report.

Our analyses, opinions, and conclusions were developed, and this report has been
prepared, in conformity with the Uniform Standards of Professional Appraisal
Practice.

Mr. Kevin McCauliff made a personal inspection of the property that is the
subject of this report. Mr. Hammad did not inspect the property.

In addition to the undersigned Mr. Kevin McCauliff, MAI performed the original
field inspection, site, improvements, area and competitive market analysis and
land valuation.

The reported analyses, opinions and conclusions were developed, and this report
has been prepared, in conformity with the requirements of the Code of
Professional Practice of the Appraisal Institute.

The use of this report is subject to the requirements of the Appraisal Institute
relating to review by its duly authorized representatives.

This appraisal assignment was not based on a requested minimum value, a specific
value or the approval of a loan.

As of the date of this report, M. Hammad has completed the requirements of the
continuing education program of the Appraisal Institute.

/s/ M. Hammad

M. Hammad, MAI
Certified General Appraiser
CA No. AG002849
WA No. 446CA-T611


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


                          STATEMENT OF QUALIFICATIONS
                                 M HAMMAD, MAI
PROFESSIONAL AFFILIATIONS
   MAI, Member Appraisal Institute #10,868
   GAA, General Accredited Appraiser, National Association of Realtors
   Member San Fernando Valley Board of Realtors

EXPERT WITNESS
Qualified as expert witness before Los Angeles County and Orange County Superior
Courts and US Federal Bankruptcy Court and American Arbitration Association.

EDUCATION
University of California, Los Angeles (UCLA)
BA in Economics - 1977

LICENSES
   Certified General Appraiser, California
   #AG002849, Expires 2/1/97
   Real Estate Broker, State of California

PROFESSIONAL HISTORY

HAMMAD & ASSOCIATES, INC.  Studio City, CA                  1988 to Present
President
   Principal of real estate appraisal and consulting firm in commercial,
   industrial and income producing residential properties.

MARSHALL & STEVENS, Los Angeles, CA                         1986 to 1988
Director of Real Estate Valuation
   Manager and director of real estate appraisal group specializing in the
   appraisal of commercial and industrial real estate for large investors,
   corporations and major financial institutions.

WELLS FARGO REALTY ADVISORS, Marina Del Rey, CA             1985 to 1986
Assistant Vice President
   Appraisal officer specializing in appraisal of major properties for portfolio
   analysis, proposed joint venture developments and financing.

LAVENTHOL & HORWATH, Los Angeles, CA                        1984 to 1985
Associate Appraiser
   Assisted the National Director of Valuations in developing a new appraisal
   practice that specialized in hotel and motel valuation, mixed use and
   commercial real estate appraisal and feasibility analysis.


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James Ratkovich & Associates, Inc.                                        115
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East 923 Third Avenue, Spokane WA
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                                    ADDENDA




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James Ratkovich & Associates, Inc.                                        116
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                                RESTAURANT LEASE

                         SHILO INN - SPOKANE, WASHINGTON

SHILO:  Shilo Management Corporation, dba Shilo Inns

TENANT: Eagle's Nest Restaurant, Inc., a Washington corporation

                                    RECITALS

A. Shilo manages the Shilo Inn, Spokane, Washington, located at E. 923 Third
Avenue, Spokane, Washington (the "Hotel").

B. Tenant desires to lease the restaurant and lounge (the "Premises") located in
the Hotel building from Shilo. (The Premises are also sometimes referred to
herein as the "Restaurant." The entire Hotel and Restaurant building is
sometimes referred to herein as the "Hotel/Restaurant.") The current lessee of
the Restaurant is Johann Teufl (the "Prior Lessee").

THE PARTIES AGREE AS FOLLOWS:

1. Shilo leases the Premises to Tenant, and Tenant leases the Premises from
Shilo, on the terms and conditions contained in this Lease.

2. The term of the Lease shall be for ten (10) years commencing January 1, 1995,
and ending December 31, 2004. (Tenant shall be entitled to take possesion of the
premises during December, 1994, and shall pay prorated rent for such period.) As
long as Tenant is not in default under the Lease, Tenant shall have one five (5)
year renewal option, beginning January 1, 2005, and ending December 31, 2009.
Tenant shall give Shilo not less than ninety (90) days written notice of
Tenant's intention to exercise any renewal option. Except as otherwise specified
herein, the terms of the Lease during any renewal option shall be the same as
the first ten (10) years.

3. The monthly rent shall consist of a basic dollar amount (the "Base Rent"), or
a percentage of sales (the "Percentage Rent") whichever is greater. The
Percentage Rent shall be based upon Gross Sales as defined in paragraph 3.6
below.

      3.1 The monthly rent shall be as follows:

            3.1.1 For the first four full months of the lease term i.e., from
January 1, 1995, through April 30, 1995 (and any partial month for December,
1994: Rental will consist of Percentage Rent only of 3.0% of Gross Sales; there
will be no Base Rent for this period of time.


Page 1. Restaurant Lease (Spokane, Washington)
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            3.1.2 From May 1, 1995, through December 31, 1995: $1,500.00 per
month Base Rent, or Percentage Rent of 3.0% of Gross Sales, whichever is
greater.

            3.1.3 From January 1, 1996, through December 31, 1997: $2,000 per
month Base Rent, or Percentage Rent of 4.0% of Gross Sales, whichever is
greater.

            3.1.4 From January 1, 1998, through December 31, 1999: $2,500 per
month Base Rent, or Percentage Rent of 5.0% of Gross Sales, whichever is
greater.

            3.1.5 From January 1, 2000, through December 31, 2004: $3,000 per
month Base Rent, or Percentage Rent of 6.0% of Gross Sales, whichever is
greater.

            3.1.6 From January 1, 2005, through December 31, 2009 (if Tenant
elects to renew the Lease): $3,500 per month Base Rent, or Percentage Rent of
7.0% of Gross Sales, whichever is greater.

      3.2 In addition to the Base Rent and Percentage Rent provided for herein,
Tenant shall pay, as additional rent, the following items:

            3.2.1 Twenty-five percent (25%) of the total bill for all utilities
(none of which are separately metered to the Restaurant) for the entire
Hotel/Restaurant, including (but not limited to) water and sewer, gas, and
electricity. Tenant shall cooperate with the Hotel to conserve consumption of
utilities. Tenant's share of utilities shall be collected in arrears as part of
the monthly Rent Statement (as discussed in paragraph 3.4 below).

            3.2.2 Fifty percent (50%) of the total garbage bill for the entire
Hotel/Restaurant. (Tenant shall have separate garbage containers.) Tenant's
share shall be collected in arrears as part of the monthly Rent Statement.

            3.2.3 One hundred percent (100%) of the telephone bill for the
Restaurant and Lounge. (Tenant shall obtain telephone numbers separate from the
Hotel for Tenant's restaurant and catering operations.) Tenant may also be
required to obtain its own telephone equipment.

            3.2.4 Twenty-five percent (25%) of the total cost of a maintenance
employee (which employee shall be employed by Shilo). Total costs shall include,
but not be limited to, the employee's wages, employer taxes, employer paid
unemployment and worker's compensation insurance costs, medical insurance and
fringe benefits (if any). Tenant's share shall be collected monthly, in advance,
as part of the monthly Rent Statement.


Page 2. Restaurant Lease (Spokane, Washington)
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            3.2.5 Twenty-five percent (25%) of the total costs of one or more
security guards, whether hired by Shilo as employees, or obtained from an
independent contractor. If the security guard(s) is hired by Shilo, the cost of
the guard(s) shall be computed in the same manner as the maintenance employee.
Tenant's share shall be collected monthly, in advance, as part of the monthly
Rent Statement. The cost of any additional guards, if and when necessary, shall
be collected in arrears on the monthly Rent Statement. Tenant may elect to have
its own security guard and not share in the cost of Shilo's security guard as
provided for in paragraph 6.12.

            3.2.6 Fifty percent (50%) of the cost of sales and catering
employee(s) to promote and coordinate bookings for the Hotel and Restaurant. The
sales and catering employee(s) shall be employed by Shilo, and the cost of such
employee(s) shall be computed in the same manner as the maintenance employee.
Tenant's share shall be collected monthly, in advance, as part of the monthly
Rent Statement.

            3.2.7 Twenty-five percent (25%) of the real property taxes for the
entire Hotel/Restaurant. Tenant's share shall be estimated annually by Shilo,
and one-twelfth (1/12th) thereof shall be collected monthly, in advance, as part
of the monthly Rent Statement. Upon receipt of the real property tax statement
for each year, any additional sum owing by Tenant for its share shall be billed
to Tenant by Shilo and promptly paid by Tenant; and the monthly tax reserve
payment shall be adjusted as needed. If the amount collected from Tenant on
account of taxes is in excess of Tenant's share of the taxes, the excess amount
shall be credited to Tenant. Tenant shall be responsible for any increase in the
amount of the real property taxes required by law, except that Tenant shall not
be required to pay any increase in the real property taxes caused by a sale of
the Hotel/Restaurant.

            3.2.8 One hundred percent (100%) of the personal property tax on the
personal property used in the operation of the leased Premises, including, but
not limited to, all of the personal property owned by Shilo but used by Tenant
under this Lease ("Shilo's Restaurant Equipment") (see paragraph 14).
One-twelfth (1/12th) of the estimated amount of such taxes shall be collected
monthly, in advance, as part of the Rent Statement, and the amount of the
reserve shall be adjusted annually in the same manner as described in
subparagraph 3.2.7. In the event it is not possible to segregate the tax bill
for the personal property in the Restaurant from the tax bill for the personal
property in the Hotel, Tenant shall pay twenty-five percent (25%) of the total
personal property tax bill for the entire Hotel/Restaurant. Tenant shall pay the
personal property tax on any personal property in the Restaurant owned by
Tenant.


Page 3. Restaurant Lease (Spokane, Washington)
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            3.2.9 Twenty-five percent (25%) of the fire and casualty insurance
premium for the entire Hotel/Restaurant, and twenty-five percent (25%) of the
portion of the premium for Shilo's umbrella liability insurance allocated to the
Hotel/Restaurant, and twenty-five percent (25%) of the portion of Shilo's
insurance agent's fee allocated to the Hotel/Restaurant. The amount of the
premium and fees allocated to the Hotel/Restaurant shall be as determined by
Shilo's insurance agent and reflected on Shilo's master policy and/or premium
notice. Tenant's share of the insurance shall be determined by Shilo annually,
and one-twelfth (1/12th) thereof shall be collected monthly, in advance, as part
of the monthly Rent Statement. Adjustments to the insurance reserve shall be
made annually in the same manner as the tax reserve.

            3.2.10 One hundred percent (100%) of the reserve (the "Replacement
Reserve") for Shilo's Restaurant Equipment. The Replacement Reserve shall be one
percent (1.0%) of Tenant's Gross Sales, calculated monthly, and shall be
collected in arrears as part of the Rent Statement. The Replacement Reserve
shall be administered as set forth in paragraph 14.3 below.

      3.3 Tenant's prorated, estimated share of taxes, insurance, liquor license
fees, if any, and the maintenance employee's, security guard's and sales and
catering employee's salaries for the first month of the leasehold term shall be
paid prior to Tenant taking possession of the leased Premises.

      3.4 Beginning with the fifth (5th) full month of the lease term, May 1,
1995, Tenant shall pay: (1) the minimum Base Rent of $1,500.00, (2) the
Percentage Rent owing for April, 1995, (3) Tenant's prorata share of taxes,
insurance, maintenance, security, sales and catering employee costs for May,
1995 (4) Tenant's prorata share of the cost of utilities for April, 1995, (5)
the amount owing for April, 1995, for the Replacement Reserve, (6) the
collection fee charged by Shilo for the room charges collected for April, 1995,
less any sums collected by Shilo, and (7) any other items which Tenant is to pay
monthly under this Lease.

      3.5 Base Rent for each other month during the term of this Lease, together
with Tenant's share of taxes, insurance, and the maintenance employee's,
security guard's and sales and catering employee's salaries for such month shall
be paid not later than the fifth (5th) day of the month. Any additional sums
owing for Percentage Rent, Replacement Reserves, and utilities paid by Shilo,
with respect to each month shall be paid not later than the fifth (5th) day of
the next month. At the end of the Lease, Tenant's Percentage Rent, and
additional rent for utilities, if any, for the final month of the Lease (for
which a reasonable estimate shall be made) shall be paid not later than the end
of the Lease term.

      3.6 Commencing with the second month of the leasehold term, Tenant shall
complete and deliver to Shilo a form (the Rent


Page 4. Restaurant Lease (Spokane, Washington)
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Statement) showing the various categories of Gross Sales, as specified by Shilo,
for the prior month. The Rent Statement shall be in such format as Shilo shall
from time to time specify. Each monthly Rent Statement shall also show the Base
Rent, if applicable, for the then current month, Tenant's payment for the
current month for taxes and insurance, Tenant's share of the cost of the
maintenance employee, security guard and sales and catering employee, Tenant's
cost for the prior month for any utilities for which Shilo is entitled to
reimbursement, any sum owing for the prior month for Percentage Rent, the amount
owing for Replacement Reserve, the amount collected by the Hotel for room
service, the collection fee charged by Shilo for the room charges, and any other
items which Tenant is to pay monthly under this Lease, and such additional items
as Shilo and Tenant may hereafter agree to include on such Rent Statement. Shilo
and Tenant shall cooperate with each other to obtain the information necessary
to complete the Rent Statement. The net amount of Rent, if any, owing by Tenant
to Shilo shall be paid, together with the delivery of a properly completed Rent
Statement, not later than the fifth (5th) of each month. Rent shall be
delinquent if not paid by Tenant and received by Shilo by the tenth (10th) day
of each month. Shilo shall have the right to issue its late payment notice (as
provided in paragraph 24) at any time after the tenth (10th) day of the month.
If the net amount of Rent is not paid and actually received by Shilo by the
tenth (10th) day of the month, a late payment penalty of One Hundred Twenty-Five
Dollars ($125.00) per day shall be assessed, beginning with the eleventh (11th)
day, for every day late after the tenth (10th); and, in addition, the amount
past due shall bear interest at the rate of one and one-half percent (1.5%) per
month until paid. The late payment penalty and interest shall be in addition to
all other remedies to which Shilo is entitled under this Lease. If any sum is
owing to Tenant by Shilo under the Rent Statement, net of any other sums owing
to Shilo by Tenant, the amount owing shall be paid to Tenant by Shilo not later
than ten (10) days after receipt of a properly completed Rent Statement.

      3.7 The term "Gross Sales" shall include the total of all receipts from
the sales of food, alcoholic and non-alcoholic beverages sold by the Tenant in,
on or from the leased Premises during the term of this Lease but after deducting
therefrom all bona fide credits, allowances, refunds, and charges. Proceeds from
vending machines, coin-operated devices, including, without limiting the
generality of the foregoing, telephone pay stations, musical devices, amusement
devices and the like, shall also be included in Gross Sales. Gross Sales shall
also include all off-premises catering or similar services done from the
Premises. Gross Sales shall also include any proceeds from meeting room rentals,
audio-visual sales/rental, sales/rental of decorations, charges for
entertainment, and all other revenue charged for any goods or services performed
in or from the leased Premises. Gross Sales shall not include complimentary
drinks or meals,


Page 5. Restaurant Lease (Spokane, Washington)
<PAGE>

uncollectible charges and bad debts, use tax, sales tax, and other taxes levied
by appropriate state, municipal, county, federal and any other governmental
bodies and subdivisions thereof on sales of food, alcoholic or non-alcoholic
beverages and any other merchandise and/or services, whether paid by Tenant or
Tenant's customers.

      3.8 In addition to the monthly Rent Statements, Tenant shall provide to
Shilo, within thirty (30) days of the end of each year of the Lease (i.e.,
December 31) a certification of the Gross Receipts, by category received by
Tenant during the Lease year then ended. Tenant shall keep and preserve, during
each year of the Lease, full and complete records of all gross receipts and
sales. Shilo shall have the right, not more than six (6) months and thirty (30)
days following the close of the Lease year, to examine and audit the Tenant's
records, but only for the purpose of ascertaining the amount of Gross Sales.
Shilo reserves the right to do surprise audits without prior notice at any time
during regular business hours, but such surprise audits shall not occur more
than twice in any calendar year unless the audit discloses an understatement of
Gross Sales of one percent (1%) or more. All audits shall include the right to
inspect the books applicable to the Premises maintained at Tenant's home office,
if any. Any such audit or examination by Shilo shall be at Shilo's sole expense,
except in the event that the audit discloses an understatement of one percent
(1%) or more in Gross Sales reported by Tenant to Shilo in which case the audit
will be paid for by Tenant.

4. Tenant shall provide room service to Hotel guests from 6:30 a.m. to 10:00
p.m. daily. Tenant shall supply printed room service menus for each guest room.
Room service food and beverage orders shall be served using standard flatware,
glassware, and silverware. Room service food trays and dishes shall be collected
by Tenant's staff on a preset schedule of a minimum of at least four (4) times
daily. Tenant shall allow Hotel guests, with proper and approved credit, to
charge lounge and restaurant charges, and room service, to the guest's Hotel
lodging bill. Room service and restaurant and lounge charges by Hotel patrons
shall be on a monthly accounts receivable basis, subject to a three percent (3%)
bookkeeping, accounting and handling charge to Tenant and credited to Shilo, all
of which shall be reconciled as part of the monthly Rent Statement. Shilo shall
make available, upon reasonable request by Tenant, all records in Shilo's
possession of such patrons' account for the purpose of verification of such
charges. Shilo shall in no manner be responsible for default by its Hotel
guests' payment of restaurant or lounge or room service charges. If Shilo
negligently fails to collect Restaurant charges from a Hotel guest when the
proper information was timely delivered to the appropriate staff member of the
Hotel, the Hotel shall be responsible for the failure to collect such charges;
and such charges shall not be included in Gross Sales figures for purposes of
rent calculation. It is recognized that any liquor, either bottled or by the
drink, that


Page 6. Restaurant Lease (Spokane, Washington)
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leaves the restaurant Premises unconsumed, is done so as per the restaurant's
state liquor license. Shilo grants permission to authorized personnel of the
Tenant to full access to the Hotel property for such service.

5. The leased Premises shall be open for business three hundred sixty-five (365)
days a year. Tenant shall serve full service liquor (including spirits, wine and
beer) and provide a full service menu including breakfast, lunch and dinner. For
the restaurant, the hours shall be 6:00 a.m. to 10 p.m. For the lounge, the
hours shall be 11 a.m. to 1 a.m. Monday through Thursdays, 11 a.m. to 2 a.m.
Fridays and Saturdays, and 1 p.m. to 9 p.m., Sundays. Tenant may encourage
diners to eat in the lounge rather than the restaurant between 2 p.m. and 5 p.m.
Monday through Saturday, but will serve in the restaurant during those hours if
a customer insists; however, room service shall be available during such times.
Tenant shall not be responsible for closures caused by strikes, lockouts, rules
of the State of Washington or causes beyond the reasonable control of Tenant.
Any change in the restaurant or bar hours must be approved in writing by Shilo.

6. Tenant shall keep and perform all of the following covenants:

      6.1 Tenant shall use the leased Premises, and the whole part thereof, only
as a cocktail lounge and restaurant with meeting and banquet facilities, to
compliment the Hotel as a full-service facility.

            6.1.1 Additional uses, even if frequently associated with a
restaurant (such as, for example, legalized gambling) shall not be permitted
without Shilo's written consent, which consent may be withheld solely in Shilo's
discretion, or granted on such terms as Shilo may require.

            6.1.2 Tenant shall use its utmost good faith and best efforts to
ensure that the Premises maintain a reputation as a quality operation suitable
for family dining. Tenant shall not tolerate or allow the Premises to become
known as a place frequented by persons or groups who are known or believed to be
criminals and/or offensive or threatening to most patrons (such as, by way of
example and not by way of limitation, a "biker hangout," or an establishment
where illegal drugs are frequently sold). Entertainment which has a predominant
sexual and/or violent content (such as, for example, wet tee shirt contests,
strip shows, nude or scantily clad dancers - of either gender- R or X rated
films, boxing or mud wrestling - either gender -) shall not be permitted. Loud
music, live or recorded, shall not be allowed which disturbs Hotel guests during
usual hours of sleep; Tenant and Shilo agree to work together to minimize
causing disturbance to guests while still allowing restaurant and lounge patrons
and parties in the meeting and convention facilities to enjoy reasonable
entertainment. Shilo reserves the right to require the Tenant to change live or
recorded


Page 7. Restaurant Lease (Spokane, Washington)
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entertainment, or other on-Premises promotional activities, which Shilo, in good
faith, determines to be incompatible with the Hotel's overall operation and/or
the public image which Shilo desires to promote. However, nothing herein shall
be construed to require Tenant to commit or tolerate any unlawful
discrimination.

            6.1.3 Tenant shall be responsible for internal security in the
leased Premises. The security guard(s) employed by the Hotel is primarily for
the overall security of the entire Hotel/Restaurant. Any additional security in
the Restaurant (such as, for example, a "bouncer") shall be Tenant's
responsibility.

      6.2 Tenant shall obtain and pay for any and all permits and licenses
required by city, county, or state agencies and shall comply with and abide by
all rules and regulations of any regulatory body having jurisdiction.

      6.3 Tenant shall staff the lounge and restaurant at all times with
sufficient number of adequately trained and supervised personnel so as to be
capable of providing the service called for herein in a prompt, courteous and
businesslike manner, especially in keeping with Shilo's mottos of Affordable
Excellence, and Friendliness and Cleanliness. Tenant acknowledges the need of
many of the Hotel patrons to obtain prompt service. Tenant's food quality and
menu shall be maintained to Shilo's high standards. Tenant's menu shall be
subject to Shilo's approval, which shall not be unreasonably withheld; any
material changes to Tenant's menu, once approved, shall also be subject to
Shilo's written approval, which shall not be unreasonably withheld.

      6.4 Tenant acknowledges that the physical location of the leased Premises
within the Hotel/Restaurant building causes Hotel patrons to identify the Hotel,
lounge and restaurant as one. Tenant acknowledges that poor beverage or food
service, or unsanitary conditions (or conditions that may appear sloppy or
unsanitary) are detrimental to Shilo's Hotel business as well as Tenant's
restaurant and lounge. Tenant agrees to cooperate with Shilo to operate the
leased Premises for the mutual benefit of Shilo and Tenant. Tenant shall not
unreasonably refuse to comply with Shilo's suggestions or requests for changes
or improvements in service. Tenant shall maintain the interior and exterior of
the leased Premises in a clean and sanitary condition and shall maintain the
highest restaurant and lounge sanitary rating given by the governmental health
authorities having jurisdiction. Tenant shall also cooperate with the Hotel to
attempt to achieve the highest possible rating under hotel and motel guide
books. Upon written notice from Shilo of Tenant's failure to adequately maintain
the leased Premises, Tenant shall be given thirty (30) days to correct the
deficiency in maintenance. If the deficiency is such that it cannot reasonably
be corrected within thirty (30) days, and provided that Tenant has commenced
such corrections in good faith, up to thirty (30) additional days will be
allowed for


Page 8. Restaurant Lease (Spokane, Washington)
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completion. Should Tenant fail to correct the deficiency within this time, Shilo
may elect to terminate Tenant's rights under this Lease, but no such termination
shall impair Shilo's remedies for breach of this Lease as provided herein.

      6.5 Tenant shall, at all times during the term thereof, and at Tenant's
own cost and expense, maintain, keep in effect, furnish and deliver to Shilo,
restaurant operator's liability insurance policies in form and with an insurer
satisfactory to Shilo, insuring Shilo, Tenant, and Mark S. Hemstreet personally,
against all liability for damages to person or property in or about the leased
Premises; the amount of such liability insurance shall not be less than TWO
MILLION DOLLARS ($2,000,000.00) arising out of any one accident and not less
than FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) for property damage. The policy
shall provide that coverage may not be cancelled without at least thirty (30)
days written notice to Shilo. Tenant shall purchase and maintain business
interruption insurance for fire and other casualties, and/or from shutdowns or
curtailments in operations caused by food poisoning (or rumors thereof) (such
as, for example, e-coli or hepatitis problems). Tenant shall provide Shilo with
a certificate of insurance evidencing such coverages.

      6.6 Tenant shall indemnify and hold Shilo harmless from the negligence of
the Tenant, its officers, agents, invitees and/or employees, as well as those
arising from Tenant's failure to comply with any covenant of this Lease on its
part to be performed, and shall, at Tenant's sole cost and expense, defend Shilo
against any and all suits or actions arising out of such negligence and
discharge any judgment which may be awarded against Shilo in any such suit or
action to the extent such judgment is attributed to the conduct of Tenant.

      6.7 Tenant's indemnification obligations to Shilo under this Lease shall
extend to damage resulting from risks insurable by so-called "dram shop" or
liquor liability insurance. The public liability insurance required of Tenant
under this Lease shall include dram shop liability insurance.

      6.8 Tenant shall keep the leased Premises free from all waste or
accumulation of debris, and free from any and all unnecessary fire hazards.
Tenant shall cooperate with Shilo on all safety programs and fire and casualty
hazard reduction efforts, and shall comply with the recommendations of Shilo's
casualty insurance carrier applicable to the leased Premises. Tenant shall
comply with all applicable state and federal laws, rules and regulations and
shall cooperate with Shilo in joint efforts to comply with laws, rules, and
regulations, such as (for example) Hazardous Communications ("HAZCOM"), Control
of Hazardous Energy ("LOCKOUT/TAG-OUT"), and BLOODBORNE PATHOGENS programs.


Page 9. Restaurant Lease (Spokane, Washington)
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      6.9 Tenant shall not make any alterations in, or additions to, the leased
Premises, nor make any contract therefor, without first obtaining Shilo's
written consent. If Shilo approves any proposed changes or alterations, Tenant
shall obtain names and addresses of contractors, copies of proposed contracts,
and the necessary permits, all in form and substance satisfactory to Shilo, and
furnish indemnification against liens, costs, damages, and expenses, as may be
required by Shilo. All alterations, additions and improvements, other than
Tenant's trade fixtures, which may be made or installed by Tenant upon the
leased Premises, shall be the property of Shilo and shall remain upon and be
surrendered with the leased Premises as a part thereof, without disturbance or
injury at any termination of the term of this Lease, whether by the lapse of
time or otherwise, all without compensation or credit to Tenant; provided,
however, if prior to such termination, or within fifteen (15) days thereafter,
Shilo shall have the right to direct Tenant, by written notice to Tenant, to
remove the additions, improvements, fixtures and installations placed there by
Tenant, and which are designated in such notice, and repair any damage
occasioned by such removals. If Tenant fails to repair such damage, Shilo may
effect such repairs and Tenant will pay to Shilo, on demand, the costs thereof
with interest at twelve percent (12%) per annum from the date of such removal by
Shilo.

      6.10 Tenant shall operate the leased Premises strictly in accordance with
all of the statutes pertaining thereto and all of the rules, regulations and
requirements of the city, county and state in which operation occurs. Any
violations thereof leading to suspension of Tenant's restaurant license and/or
liquor license for over fifteen (15) days shall be a breach of this Lease. No
drinking of alcoholic beverages shall be permitted on the Premises after closing
of the lounge, including, but not limited to, drinking by employees.

      6.11 Tenant shall not carry any stock of goods or do anything in or about
the leased Premises which will in any way impair or invalidate the obligation of
any policy of insurance on the leased Premises or the building in which the
leased Premises are situated. Tenant shall pay, upon demand, any increase in
insurance premiums from the business carried on in the leased Premises by
Tenant, whether or not Shilo has consented to the same. Tenant shall not create
or suffer to be created any condition which would be in violation of any of the
applicable state or federal laws regarding Hazardous materials.

      6.12 Tenant shall have a security guard at least during all hours that
Shilo has a security guard; Shilo may increase or decrease the hours of patrol
for the guard as Shilo deems appropriate. If Tenant wishes to share Shilo's
security guard, Tenant shall pay twenty-five percent (25%) of the total cost of
such guard as set forth in paragraph 3.2.5. If Tenant wishes to have Tenant's
own guard, then Tenant shall pay one hundred percent


Page 10. Restaurant Lease (Spokane, Washington)
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(100%) of the total cost of Tenant's own guard and shall not be required to pay
any part of the cost of Shilo's guard. However, Tenant may not elect to pay none
of the cost of Shilo's guard and then have no guard for Tenant. If Tenant wishes
to have a guard on duty for more hours than Shilo, Tenant shall pay all of the
cost of the guard for the additional hours. In addition to providing security,
the guard may be used to pick up litter and do other tasks compatible with
security functions.

      6.13 Tenant shall not erect or install, on the exterior or interior of the
Premises, banners or electrical lighting displays (such as, for example,
Christmas, Halloween, or any other occasion) without Shilo's prior written
consent.

7. Shilo shall have no interest in, or responsibility for, operation of the
restaurant and lounge; except for the rent reserved, and Tenant shall save and
hold Shilo harmless from any and all claims whatsoever arising from Tenant's
operations of the leased Premises from the date of possession, and will pay all
costs of Shilo's defense, including attorneys' fees, should any claims be made
against Shilo by reason of Tenant's acts or omissions in the operation thereof.

8. The meeting and banquet rooms shall be used by Shilo and Tenant as follows:

      8.1 The meeting and banquet rooms (the "Restaurant Meeting Rooms") on the
same floor of the Hotel as the restaurant and lounge are part of Tenant's leased
Premises. Tenant shall be responsible for the maintenance, repair and
cleanliness of the Restaurant Meeting Rooms. The meeting room on the first floor
of the Hotel (the "Hotel Meeting Room") is for the primary use of the Hotel and
is not part of Tenant's leased Premises. Tenant shall only be entitled to use
such Hotel Meeting Room upon special arrangements with the Hotel Manager. Shilo
shall be responsible for the maintenance, repair and cleanliness of the Hotel
Meeting Room, except that, if Tenant provides food service to the Hotel Meeting
Room, Tenant shall promptly clear its food service and clean the room at the
conclusion of the meeting. All charges for use of the Hotel Meeting Room are the
property of the Hotel.

      8.2 Tenant understands and agrees that the Restaurant and lounge are in
the Hotel primarily as an amenity of the Hotel to encourage guest room sales.
Tenant further understands that a large portion of the guest room sales of the
Hotel comes from convention and other pre-booked business which usually requires
use of the Restaurant Meeting Rooms and food and beverage service. Tenant agrees
to provide food and beverage service to groups booked by the Hotel for the
Restaurant Meeting Rooms or the Hotel Meeting Room. Except as provided in 8.3
below, Tenant shall be responsible for the set up and immediate clean up of all
events in the Restaurant Meeting Rooms regardless of, who booked the event. All


Page 11. Restaurant Lease (Spokane, Washington)
<PAGE>

Restaurant Meeting Rooms shall be cleared, cleaned up, and reset, as soon as
possible after an event so as to allow maximum use of the Restaurant Meeting
Rooms for presentation and marketing of additional bookings.

      8.3 All use charges for the Restaurant Meeting Rooms are the property of
Tenant and may be waived by Tenant. All charges for food and beverage service
provided by Tenant in any of the Restaurant Meeting Rooms or Hotel Meeting Room
are the property of Tenant. Tenant shall receive no use charges for the
Restaurant Meeting Rooms with respect to meetings and/or conventions booked by
Shilo and involving guest room sales. If no food or beverage sales are made to
the group by Tenant, Shilo shall be responsible for the set up and immediate
clean up of the Restaurant Meeting Rooms for meetings and/or conventions booked
by Shilo; Tenant agrees to provide the set up and clean up service to Shilo for
a reasonable fee where Shilo has booked the event and Tenant receives no food or
beverage sales. All income from all guest room sales are the property of Shilo,
regardless of the origination of the business.

      8.4 In the event Tenant books any event utilizing any of the Restaurant
Meeting Rooms more than ninety (90) days in advance, such event shall be subject
to cancellation by Shilo in the event the Hotel books an event requiring the use
of the same meeting room for the same date or dates, or some of the same dates,
involving room sales, but Shilo may not cancel a booking by Tenant once the
event date is within ninety (90) days of the then current date. Bookings of the
Restaurant Meeting Rooms made within ninety (90) days of the scheduled event by
Shilo or Tenant shall be on a first-come, first-served basis. Shilo's room sales
staff at the Hotel, and Tenant's catering sales staff shall work together in
good faith to minimize conflicts and cancellations and promote mutual business
for both the Hotel and the Restaurant and lounge from the use of all of the
Meeting Rooms.

      8.5 Tenant shall honor all booking commitments made by Shilo or the Prior
Lessee made prior to the date of this Lease, but Tenant shall receive all
prepaid deposits paid with respect to such bookings.

9. This Lease agreement is contingent upon Tenant acquiring a liquor license to
operate the restaurant and lounge. Tenant shall at all times keep the liquor
license in full force and effect and in full compliance. Tenant's loss of the
liquor license for a period greater than fifteen (15) days shall be a default
under this Lease. Shilo hereby consents to Tenant's sale of liquor and/or malt
beverages by the drink on the entire Hotel/Restaurant complex, subject to the
terms and conditions of this Lease.


Page 12. Restaurant Lease (Spokane, Washington)
<PAGE>

10. Shilo covenants to Tenant as follows:

      10.1 As long as Tenant is not in default under this Lease, Shilo warrants
to the Tenant the peaceful possession of the leased Premises during the term of
this Lease.

      10.2 Shilo shall indemnify and hold Tenant harmless from the sole
negligence of Shilo, its officers, agents, invitees and/or employees, as well as
those arising from Shilo's failure to comply with any covenant of this Lease on
Shilo's part to be performed, and shall, at its own cost and expense, defend
Tenant against any and all suits or actions arising out of such negligence and
discharge any judgment which may be awarded against Tenant in any such suit or
action.

11. Shilo and Tenant shall be responsible for maintenance as follows:

      11.1 Shilo shall maintain and repair the foundation, roof, gutters,
downspouts, exterior walls (except doors and glass), and the utility lines to
their exterior point of entry to the leased Premises; provided, however, that
Shilo shall not be responsible for maintenance necessitated by the acts of
Tenant, its agents or employees.

      11.2 Tenant shall maintain and keep in good repair the interior of the
leased Premises, including fixtures, windows, doors, and utilities . Tenant
shall maintain the freezers and coolers to include the units on the roof of the
Restaurant. Tenant shall maintain all heating and cooling equipment located on
the leased Premises that is not part of the Hotel's central system, including
the HVAC systems on the roof of the Restaurant. Tenant shall not be responsible
for maintenance necessitated by the negligence or intentional wrongful acts of
Shilo or its employees or agents. Tenant shall, at its sole cost and expense,
replace all glass which may be broken or cracked during the term hereof, in the
windows and doors of the leased Premises, with glass of as good or better
quality as that originally installed. Tenant shall deliver the Premises to Shilo
upon termination in as good condition as when leased, reasonable wear and tear
excepted.

      11.3 Shilo shall employ and pay for seventy-five percent (75%) of the cost
of a maintenance employee to perform routine repair and maintenance chores for
the Hotel and the leased Premises. Tenant shall pay the other twenty-five
percent (25%) of the cost. The maintenance employee's cost shall include all
costs for such employee to include wages or salary, employment taxes, workmen's
compensation premiums, medical insurance, employer paid unemployment, and other
fringe benefits paid by Shilo for its employees. Tenant shall not use the
maintenance employee to do cleaning in the leased Premises.


Page 13. Restaurant Lease (Spokane, Washington)
<PAGE>

      11.4 Tenant shall make special efforts to keep the hoods and ventilation
systems in the kitchen clean and free of grease and other dirt. Tenant shall
obtain and pay for a contract to perform regular maintenance to the hoods, and
shall provide Shilo with a copy of such contract. Without limiting Shilo's other
rights of entry and inspection under this Lease, Shilo specifically reserves the
right to inspect the kitchen and hoods for compliance with these terms.

      11.5 If Tenant fails or refuses to keep the leased Premises in proper
maintenance and repair, Shilo shall have the right, but not the duty, after
reasonable written notice to Tenant (except in emergencies), to act as Shilo
deems necessary to maintain and repair the leased Premises without liability for
loss or damage to Tenant's property; Tenant shall pay the reasonable cost of
such repairs or maintenance by Shilo, plus twenty percent (20%) overhead, which
sum shall be promptly paid as additional rent.

12. Tenant shall have, at all times, the non-exclusive right, together with its
customers and invitees, to the reasonable use of the parking area and driveway
appurtenant thereto, for purposes of egress, ingress, parking of motor vehicles
for Tenant, its customers and employees, and the loading and unloading of
vehicles in connection with and incidental to the business conducted by Tenant
on the leased Premises, all without charge. Tenant's employees shall be subject
to the same rules as the Hotel's employees with respect to limitations on use of
the parking areas, or other rules promulgated by the Hotel with respect to
employee parking. The Hotel may place reasonable restrictions upon the times and
places delivery and other service vehicles may utilize the parking and loading
docks or loading areas, if any.

13. Tenant acknowledges the name "Shilo Inns" is a registered trademark
personally owned by Mark S. Hemstreet, who has licensed Shilo Management
Corporation to use it as an assumed business name.

      13.1 Within 45 days of taking possession of the Premises, Tenant shall, at
Tenant's cost, obtain new signage, if necessary, for the restaurant and lounge.
All such signs, and their location, shall be subject to Shilo's written
approval, which shall not be unreasonably withheld. The name of Tenant's
restaurant shall be subject to Shilo's approval. The name "Shilo" or any similar
name shall not be part of Tenant's name for the restaurant, but Tenant may
advertise that the restaurant is in the Shilo Inn.

      13.2 Upon the termination of this Lease, Tenant shall remove all signs
placed upon the Premises by Tenant and restore such areas to their original
condition. Tenant shall maintain all of Tenant's signs, and additions or
replacements thereto. All signs shall be in compliance with applicable rules and
ordinances, and applicable electrical codes. If Tenant wishes to have Tenant's
name on Shilo's off-premises billboards, Tenant shall pay a portion of the


Page 14. Restaurant Lease (Spokane, Washington)
<PAGE>

rental of such billboard, and all of the cost of the changes to the billboard,
as Shilo and Tenant may fix by agreement. Tenant shall not erect or install any
banners to the exterior of the Premises. All reader boards on the on-premises
signs, if any, shall be under the control of Shilo.

14. Except for personal property owned by Tenant, or leased by Tenant from third
parties, all personal property on the leased Premises at the commencement of the
Lease, including, but not limited to, furniture, fixtures, equipment, utensils,
small wears, desks, safe, miscellaneous office equipment, audio-visual
equipment, and trade fixtures (collectively "Shilo's Restaurant Equipment") is,
and shall remain, the sole property of Shilo. Any personal property used in the
operation of the restaurant owned by Tenant shall remain Tenant's property;
Tenant shall be responsible to obtain Tenant's own fire and casualty insurance
to insure Tenant's personal property on the leased Premises.

      14.1 Prior to Tenant taking possession of the leased Premises, Shilo and
Tenant shall take an inventory of Shilo's Restaurant Equipment, which inventory
shall be signed by the parties and become an exhibit to this Lease.

      14.2 Shilo shall have no duty to repair any of Shilo's Restaurant
Equipment, and Tenant shall take Shilo's Restaurant Equipment "AS IS." During
the term of the Lease, Tenant shall maintain, repair and replace, as needed, and
insure Shilo's Restaurant Equipment and shall return Shilo's Restaurant
Equipment or the equivalent in as good a condition as such equipment is now in,
reasonable wear and tear excepted, upon the expiration of this Lease or any
extension thereof. None of Shilo's Restaurant Equipment shall be subjected to a
lien, or sold or removed from the leased Premises without Shilo's consent.

      14.3 The Replacement Reserve shall be one percent (1%) of Tenant's Gross
Sales. The amount collected each month for the Replacement Reserve shall be
deposited by Shilo, in Shilo's name, into an interest bearing bank account at a
bank selected by Shilo. The interest earned on the Replacement Reserve shall be
added to and become a part of the Replacement Reserve. The Replacement Reserve
shall be used by Tenant to add to and/or replace Shilo's Restaurant Equipment as
it becomes worn out, lost, obsolete, or damaged. Items purchased from the
Replacement Reserve shall be subject to Shilo's approval, which shall not be
unreasonably withheld. Tenant shall provide Shilo with invoices and receipts,
containing a detailed description (including serial numbers where applicable) of
the items purchased from the Replacement Reserve. Shilo shall reimburse Tenant
from the Replacement Reserve for approved items purchased. Any items purchased
by Tenant (or items for which Tenant is reimbursed) from funds from the
Replacement Reserve shall be Shilo's property and shall be part of Shilo's
Restaurant Equipment. Unless Shilo otherwise agrees, the


Page 15. Restaurant Lease (Spokane, Washington)
<PAGE>

unreasonably withhold consent. However, Shilo shall be entitled to require that
any proposed transferee be an experienced, reputable, qualified and financially
responsible restaurant operator willing to assume personal liability for the
performance of the Lease. No consent to transfer shall release the liability of
Tenant. In the event Tenant is a corporation, no transfer, or series of
transfers, direct or indirect, of twenty-five percent (25%) or more of the
shares of the corporation shall be permitted without Shilo's consent.

19. Fire and casualty damage shall be treated as follows:

      19.1 In the event of loss or damage by fire or other casualty to the
building in which the leased Premises are located, the extent of which is less
than fifty-five percent (55%) of the value of the structure, Shilo and Tenant
agree to promptly restore the structure to a sound and usable condition.
However, Shilo shall not be required to repair any fire or casualty damage
unless and until Shilo receives the fire and casualty insurance proceeds from
Shilo's lender; and if Shilo's lender elects to apply such proceeds to Shilo's
loan on the building in which the leased Premises are located, Shilo shall not
be required to repair the damage if Shilo elects not to, and Shilo may elect to
terminate the Lease. In the event the casualty loss is to the leased Premises
and/or to Shilo's Restaurant Equipment, Tenant agrees to reimburse to Shilo the
amount of the insurance deductible which Shilo is required to pay. Rental
payments shall cease during the period the structure is materially damaged.
"Materially damaged" shall mean damage or destruction to the structure to such
extent that it is not practicable to continue business operations under such
circumstances. In the event that the structure is not Materially Damaged, but
there is damage to restaurant fixtures or equipment or inventory, or if there
has been smoke damage to the structure and/or the restaurant/lounge area which
can be cleaned or painted, then rental payments shall cease for a period of not
more than thirty (30) days, in which time Tenant shall make the repairs or
replacements in the leased Premises made necessary by such damage.

      19.2 In the event such loss or damage to the structure shall be in excess
of fifty-five percent (55%) of the value of the structure, Shilo may, at its
option, either restore the building to the extent of the insurance proceeds
available, or terminate this Lease as of the date of loss; without further
liability to the Tenant except the return to the Tenant of any unearned advance
rental payments and funds, if any, held by Shilo but owing to Tenant. If loss or
damage is in excess of fifty-five percent (55%), Shilo agrees to notify Tenant
in writing within thirty (30) days after the occurrence of such destruction or
casualty as to its intent to, or not to, rebuild.

20. Tenant shall not permit any lien of any kind, type or description to be
placed or imposed upon the building in which the


Page 17. Restaurant Lease (Spokane, Washington)
<PAGE>

leased Premises are situated, or any part thereof, or the real estate on which
it stands, or any of Shilo's Restaurant Equipment being used by Tenant.

21. Except for providing the insurance coverage as required by the terms of this
Lease, neither Shilo nor Tenant shall be liable to the other for loss arising
out of damage to or destruction of the leased Premises, or the building or the
improvements of which the leased Premises are a part of or with which they are
connected, or the contents of any thereof, when such loss is caused by any of
the perils which are or could be insured against by a standard form of fire
insurance with extended coverage, including sprinkler leakage insurance, if any.
All such claims between Shilo and Tenant for any and all loss, however caused
(except by the deliberate acts of the party causing the loss), are hereby
waived. The absence of such liability shall exist whether or not the damage or
destruction is caused by the negligence of either Shilo or Tenant or by any of
their respective agents, servants or employees. It is the intention and
agreement of Shilo and Tenant that fire and casualty insurance coverage required
under the terms of this Lease shall provide reimbursement for any losses
suffered and, further, that the insurance carriers shall not be entitled to
subrogation under any circumstances (except wilful conduct) against either party
to this Lease.

22. Tenant shall not overload the floors of the leased Premises in such a way as
to cause any undue or serious stress or strain upon the building in which the
leased Premises are located, or any part thereof. Shilo shall have the right at
any time to call upon any competent engineer or architect, selected by Shilo, to
decide whether the floors of the leased Premises, or any part thereof, are being
overloaded so as to cause any undue or serious stress or strain on the building,
or any part thereof. In the event the decision of such engineer or architect so
called upon is that, in his option, the stress or strain is such as to endanger
or injure the building or any part thereof, then and in that event, Tenant
agrees to immediately relieve such stress and strain, either by reinforcing the
building or by lightening the load which causes such stress or strain, in a
manner satisfactory to Shilo.

23. In case of the condemnation or appropriation of all or any substantial part
of the leased Premises and/or the Hotel Complex by any public or private
corporation under the laws of eminent domain, this Lease may be terminated at
the option of either party hereto upon twenty (20) days written notice to the
other, and in that case, Tenant shall not be liable for rent after the date of
Tenant's removal from the Premises. Tenant shall not share in any portion of
Shilo's award of the condemnation funds, but Tenant may prosecute its own award
for the value of its property and business interest lost. Shilo shall give
Tenant prompt notice of any pending condemnation.


Page 18. Restaurant Lease (Spokane, Washington).
<PAGE>

24. Time and strict performance of the provisions of this Lease agreement are of
the essence. If Tenant shall be in arrears in any payment due to Shilo for a
period of ten (10) days after the same becomes due, or if Tenant shall fail or
neglect to do, keep, perform, or observe any of the covenants and agreements
contained herein on Tenant's part to be done, kept, performed, or observed, and
such failure shall continue for ten (10) days or more after written notice of
such failure or neglect shall be given to Tenant, or if Tenant shall be declared
bankrupt or insolvent according to law, or if any assignment of Tenant's
property shall be made for the benefit of creditors, or if on the expiration of
this Lease, Tenant fails to surrender possession of the leased Premises, then
and in any of such events, Shilo, or those having the lessor's estate in the
leased Premises lawfully, may, at his or their option, immediately or any time
thereafter, without demand or notice, repossess the same as lessor's estate, and
expel Tenant and those claiming by, through, or under Tenant, and take over
Tenant's effects continuing the operation in any manner as to Shilo may seem
expedient, without prejudice to any remedy which Shilo has under the terms of
this Lease or otherwise at law or in equity. It is the intention of this Lease
that Shilo shall have all remedies for breach of a lease as shall be allowed
under the laws of the State of Washington and such remedies shall be cumulative
to the extent permitted by law. No expulsion of Tenant from the leased Premises
shall release Tenant from personal liability hereunder.

25. Tenant's interest under this Lease shall be and is subordinate to any
mortgage, trust deed or other security device on the Hotel/Restaurant and/or
Shilo's Restaurant Equipment as shall now exist or as shall hereafter be created
by Shilo. Tenant shall promptly execute such subordination agreements as Shilo
or Shilo's present lender or any future lender may reasonably request, subject
however, to Tenant's right to remain in possession of the leased Premises, as
long as Tenant performs this Lease as agreed, despite any defaults by Shilo
under any financing secured by the Hotel and/or Shilo's Restaurant Equipment.

26. In the event any suit or action is instituted to enforce compliance with any
of the terms, covenants or conditions of this Lease, or to collect the rental
which may become due hereunder, or any portion thereof, or to interpret the
terms of this Lease, the prevailing party will be entitled to, in addition to
its costs and disbursements provided by statute, such additional sum as the
court may adjudge reasonable for attorney fees in such suit or action, including
any appeal therein.

27. Upon expiration of the term of this Lease, Tenant shall deliver the leased
Premises and Shilo's Restaurant Equipment to Shilo in as good condition as
Tenant shall have received the, same, reasonable wear and tear excepted.


Page 19. Restaurant Lease (Spokane, Washington)
<PAGE>

28. Any notice required or permitted under this Lease shall be deemed
sufficiently given or served if sent by certified mail, return receipt
requested, to Tenant at the address of the leased Premises, and to Shilo at the
address then fixed for the payment of rent, and either party may, by like notice
at any time and from time to time, designate a different address to which notice
shall be sent. Notices given in accordance with these provisions shall be deemed
received when mailed or hand delivered. Any notices by either party intended to
comply with the formal terms of this Lease given by facsimile transmission shall
be followed within twenty-four (24) hours with a copy of the document by mail or
hand delivery. Verbal notices by either party to the other (including, but not
limited to, conversations with the Hotel and Restaurant managers or other
members of the Hotel and Restaurant staffs) shall not be sufficient notice to
comply with this paragraph.

29. All rights, remedies and liabilities herein given or imposed upon either of
the parties hereto shall extend to and inure to the benefit of and bind as the
circumstances may require, their respective heirs, executors, administrators and
successors, and, insofar as this Lease is assignable by the terms hereof, to the
assigns of such parties.

30. Nothing contained in this Lease shall be construed as creating a partnership
or joint venture between Shilo and Tenant or between Shilo and any other party,
or cause Shilo to be responsible in any way for the debts or obligations of
Tenant or any other party.

31. Tenant shall have its laundry done by an outside service. The Hotel's
laundry shall have no obligation to do any of Tenant's laundry.

32. Tenant is aware that Shilo is in the process of refurbishing and remodeling
the Hotel, to include a limited amount of work to the leased Premises. All such
work will be done at Shilo's expense. Tenant is aware that during the course of
the remodeling, there may be temporary closures of rooms and other disruptions
that may have a temporary negative impact on business; and Tenant is willing to
accept this risk. Shilo shall not be liable for any disruption caused to
Tenant's business by reason of such remodeling. Shilo and Tenant agree to use
their best efforts to coordinate and cooperate with each other to keep all
disruptions to a minimum.

33. Justin W. Martin and Karen A. Martin (the "Guarantors") hereby
unconditionally guarantee the performance of Tenant under this lease.
Guarantors' guarantee shall have the same legal effect as if the Guarantors had
co-signed the Lease as one of the tenants and not as an accommodation party.
Any notice to Tenant under this Lease shall also be notice to Guarantors, and no
separate notice shall be required.


Page 20. Restaurant Lease (Spokane, Washington).
<PAGE>

34. Shilo and Tenant have adequate legal counsel and have read and fully
understand all of the terms and conditions contained in this Lease agreement.
This Lease shall be construed as if both parties had participated equally in its
drafting, and neither party shall be entitled to any presumption by reason of
the source of the drafting.

35. Dispute Resolution:

      35.1 In the event of any dispute or claim between the parties arising out
of this Agreement, the parties agree to attempt to first resolve the matter
through negotiation. In the event the parties cannot settle the matter through
negotiation, the parties agree to mediate the dispute or claim through an
independent, trained mediator; if the dispute or claim cannot be settled by
nonbinding mediation, the parties agree to resolve the dispute or claim by
binding arbitration through an arbitrator.

      35.2 The mediator and/or arbitrator shall be provided by the American
Arbitration Association or the United States Arbitration & Mediation of Oregon,
or another mediation or arbitration service mutually selected by the parties.
The mediation and/or arbitration will be done under the mediation and
arbitration rules of the service selected.

      35.3 The costs of any mediation and/or arbitration shall be split equally
by the parties. Unless the parties agree on a different location, the mediation
and/or arbitration shall take place in Portland, Oregon.

      35.4 The prevailing party in any arbitration shall be entitled to its
attorneys' fees, if applicable. The arbitrator shall determine the prevailing
party.


Dated this 14th day of December 1994.

SHILO MANAGEMENT CORPORATION            EAGLE'S NEST RESTAURANT, INC.

by /s/ John P. Kneeland                 by /s/ Karen Martin
  ---------------------------------       ------------------------------------
   John P. Kneeland                        Vice President
   Vice-President
                                        GUARANTORS:

                                        /s/ Justin W. Martin
                                        --------------------------------------
                                        Justin W. Martin

                                        /s/ Karen A. Martin
                                        --------------------------------------
   LEASE FORMS                          Karen A. Martin
   SPOKANE.994


   Page 21. Restaurant Lease (Spokane, Washington)
<PAGE>

<TABLE>
<CAPTION>
SHILO INN - SPOKANE, WASHINGTON (105 units)
RESTAURANT, LOUNGE, MEETING & BANQUET ROOMS                                                                               
NET OPERATING INCOME & CASH FLOW                1992               1993                1994                1995           
FOR THE YEARS 1992 TO 1995 (actual)         66% occupancy       63% occupancy      57% occupancy       38% occupancy      
FOR THE 12 MONTHS ENDED 7-31-96 (actual)
FOR THE 12 MONTHS ENDED 8-31-96 (actual)
FOR THE YEAR 1996 (projected)               $49.04 avg.rate    $49.34 avg. rate   $50.79 avg. rate    $53.04 avg. rate  
                                                                                                      UNDER REMODEL      
<S>                                         <C>          <C>    <C>         <C>    <C>          <C>      <C>        <C>   
REVENUE                                     - actual -    %     - actual -   %     - actual -    %     - actual -    %    
   ROOM REVENUE                             $1,216,956   94.2%  $1,180,087  93.5%  $1,099,945   94.4%    $742,160   92.4% 
   RESTAURANT RENT                              19,949    1.5%      30,024   2.4%      16,099    1.4%       7,544    0.9% 
   TELEPHONE REVENUE                            36,219    2.8%      31,949   2.5%      29,476    2.5%      29,510    3.7% 
   OTHER REVENUE                                18,941    1.5%      19,764   1.6%      19,709    1.7%      23,801    3.0% 
                                            ------------------  -----------------  ------------------    ---------------- 
       TOTAL REVENUE                         1,292,065  100.0%   1,261,824 100.0%   1,165,229  100.0%     803,015  100.0% 
                                            ------------------  -----------------  ------------------    ---------------- 
OPERATING EXPENSE
   PAYROLL                                     275,886   21.4%     274,720  21.8%     282,011   24.2%     288,884   36.0% 
   UTILITIES                                   102,104    7.9%     101,329   8.0%      96,071    8.2%     107,996   13.4% 
   ADVERTISING                                  61,180    4.7%      64,608   5.1%      77,940    6.7%      79,089    9.8% 
   SUPPLIES                                     53,862    4.2%      44,939   3.6%      53,041    4.6%      61,117    7.6% 
   REPAIRS & MAINTENANCE                        50,870    3.9%      43,835   3.5%      55,633    4.8%      57,657    7.2% 
   OTHER OPERATING EXPENSE                      86,953    6.7%      80,457   6.4%      84,221    7.2%      72,531    9.0% 
                                            ------------------  -----------------  ------------------    ---------------- 
   TOTAL OPERATING EXPENSE                     630,855   48.8%     609,880  48.3%     648,917   55.7%     667,374   83.1% 
                                            ------------------  -----------------  ------------------    ---------------- 
   OPERATING INCOME                            661,210   51.2%     651,944  51.7%     516,312   44.3%     135,641   16.9% 
                                            ------------------  -----------------  ------------------    ---------------- 
OTHER EXPENSE
    INSURANCE                                    6,257    0.5%       5,460   0.4%       4,935    0.4%       8,078    1.0% 
    PROPERTY TAXES                              21,760    1.7%      23,947   1.9%      20,469    1.8%      42,969    5.4% 
    OFFICE OVERHEAD                             64,603    5.6%      63,091   5.0%      58,261    5.8%      40,151    5.0% 
                                            ------------------  -----------------  ------------------    ---------------- 
       TOTAL OTHER EXPENSE                      92,620    7.2%      92,498   7.3%      83,665    7.2%      91,198   11.4% 
                                            ------------------  -----------------  ------------------    ---------------- 
       NET OPERATING INCOME                   $568,590   44.6%    $559,446  44.3%    $432,647   37.1%     $44,443    5.5% 
                                            ==================  =================  ==================    ================ 
LESS:
   CURRENT MTG. P & I PAYMENTS                 325,000   25.2%     325,000  25.8%     325,000   27.9%     325,000   40.5% 
   PROPOSED MTG. P & I PAYMENTS                           0.0%               0.0%                0.0%                0.0% 

      NET CASH FLOW                           $243,590   18.9%    $234,446  18.6%    $107,647    9.2%   ($280,557) -34.9% 
 
   DEBT COVERAGE RATIO                            1.75                1.72               1.33           UNDER REMODEL     
                                            ==========          ==========         ==========           ===========       
 
   MARKET VALUE AT 10% CAP RATE             $5,685,898          $5,594,458         $4,326,466           UNDER REMODEL     
                                            ==========          ==========         ==========           ===========       
 
   LOAN TO VALUE RATIO                             59%                 60%                 78%          UNDER REMODEL     
                                            ==========          ==========         ==========           ===========       

<CAPTION>
SHILO INN - SPOKANE, WASHINGTON (105 units)
RESTAURANT, LOUNGE, MEETING & BANQUET ROOMS   August 1, 1995     September 1, 1995
NET OPERATING INCOME & CASH FLOW              to July 31, 1996   to August 31, 1996
FOR THE YEARS 1992 TO 1995 (actual)           47% occupancy      50% occupancy
FOR THE 12 MONTHS ENDED 7-31-96 (actual)
FOR THE 12 MONTHS ENDED 8-31-96 (actual)
FOR THE YEAR 1996 (projected)              $60.34 avg. rate     $50.79 avg. rate
                                            UNDER REMODEL       UNDER REMODEL      
<S>                                          <C>          <C>     <C>          <C>  
REVENUE                                       - actual -   %      - actual -    %
   ROOM REVENUE                              $1,065,801  95.0%    $1,152,796  95.5%
   RESTAURANT RENT                              10,243    0.9%         8,883   0.7%
   TELEPHONE REVENUE                            26,526    2.4$        27,118   2.2%
   OTHER REVENUE                                19,362    1.7%        18,549   1.5%
                                            ------------------    -----------------
       TOTAL REVENUE                         1,121,932  100.0%     1,207,446 100.0%
                                            ------------------    -----------------
OPERATING EXPENSE
   PAYROLL                                     314,963   28.1%      318,703   26.4%
   UTILITIES                                   117,729   10.5%      122,109   10.1%
   ADVERTISING                                 104,037    9.3%      101,481    8.4%
   SUPPLIES                                     31,969    2.8%       35,604    2.9%
   REPAIRS & MAINTENANCE                        48,873    4.4%       49,108    4.1%
   OTHER OPERATING EXPENSE                      69,770    6.2%       70,083    5.8%
                                            ------------------    -----------------
   TOTAL OPERATING EXPENSE                     687,341   61.3%      697,088   57.7%
                                            ------------------    -----------------
   OPERATING INCOME                            434,591   38.7%      510,358   42.3%
                                            ------------------    -----------------
OTHER EXPENSE
    INSURANCE                                    7,403    0.7%        7,628    0.6%
    PROPERTY TAXES                              41,767    3.7%       43,370    3.6%
    OFFICE OVERHEAD                             56,097    5.0%       60,372    5.0%
                                            ------------------    -----------------
       TOTAL OTHER EXPENSE                     105,207    9.4%      111,370    9.2%
                                            ------------------    -----------------
       NET OPERATING INCOME                   $329,324   29.4%     $398,988   33.0%
                                            ==================    =================
LESS:
   CURRENT MTG. P & I PAYMENTS                 325,000   29.0%      325,000   26.9% 
   PROPOSED MTG. P & I PAYMENTS                           0.0%                 0.0%

      NET CASH FLOW                             $4,324    0.4%      $73,988    6.1%
 
  DEBT COVERAGE RATIO                       UNDER REMODEL         UNDER REMODEL
                                              ===========           ===========   
 
  MARKET VALUE AT 10% CAP RATE              UNDER REMODEL         UNDER REMODEL
                                              ===========           ===========   
 
  LOAN TO VALUE RATIO                       UNDER REMODEL         UNDER  REMODEL
                                              ===========           ===========   
</TABLE>
*    Current mortgage balance is $3,375,000.
**   Proposed mortgage based on loan of $4,000,000 at 8.00% annual interest
     amortizing over 20 years.

Note: that a complete $3,000,000 remodeling project was completed in 1995.
<PAGE>

SHILO INN - SPOKANE, WASHINGTON (105 units)
NET OPERATING INCOME DETAIL                             $3,000,000 remodel was
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)  completed in 1995-1996
FOR THE 12 MONTHS ENDED 8-31-96 (actual)

<TABLE>
<CAPTION>
                                                                                                       
                                                                                                       
                                                                                                       
                                              1991                1992                 1993            
REVENUE                                    (actual)       %     (actual)      %     (actual)       %   
<S>                                       <C>           <C>   <C>           <C>    <C>           <C>   
  Guest Room                              $1,269,451    93.8% $1,216,956    94.2%  $1,180,087    93.5% 
  Restaurant Rent                             26,773     2.0%     19,949     1.5%      30,024     2.4% 
  Telephone                                   42,283     3.1%     36,219     2.8%      31,949     2.5% 
  Meeting/Banquet Room                             0     0.0%      5,231     0.4%       4,806     0.4% 
  Fax                                          1,168     0.1%        584     0.0%         499     0.0% 
  Valet                                          754     0.1%        618     0.0%         548     0.0% 
  Video                                        2,489     0.2%      2,234     0.2%       2,094     0.2% 
  Sports and Athletics                             0     0.0%          0     0.0%          64     0.0% 
  Vending Machines                             8,394     0.6%      7,729     0.6%       9,349     0.7% 
  Guest Laundry/Soap                             486     0.0%        523     0.0%         689     0.1% 
  Miscellaneous                                1,950     0.1%      2,022     0.2%       1,715     0.1% 
                                          ------------------  ------------------   ------------------  
    TOTAL REVENUE                          1,353,748   100.0%  1,292,065   100.0%   1,261,824   100.0% 
                                          ------------------  ------------------   ------------------  
OPERATING EXPENSE
  PAYROLL & RELATED EXPENSE
    Managers                                  24,450     1.8%     30,040     2.3%      23,752     1.9% 
    Front Desk                                44,702     3.3%     45,464     3.5%      40,420     3.2% 
    Bookkeeper/Auditor                        20,373     1.5%     20,889     1.6%      20,594     1.6% 
    Head Housekeeper                          14,621     1.1%     14,544     1.1%      17,584     1.4% 
    Housekeeper - Rooms                       52,018     3.8%     47,785     3.7%      44,661     3.5% 
    Housekeeper - Other                        4,969     0.4%      5,416     0.4%       4,956     0.4% 
    Laundry                                    9,807     0.7%      8,448     0.7%      11,113     0.9% 
    Guest Services                             8,819     0.7%      8,199     0.6%      13,667     1.1% 
    Sales & Marketing                         13,660     1.0%     14,281     1.1%      17,830     1.4% 
    Security                                       0     0.0%          0     0.0%           0     0.0% 
    Maintenance                               22,191     1.6%     23,140     1.8%      22,043     1.7% 
    Ground Maintenance                             0     0.0%          0     0.0%           0     0.0% 
    Windows/Carpets                            2,573     0.2%      2,891     0.2%       1,674     0.1% 
    Bonuses                                        0     0.0%          0     0.0%         450     0.0% 
    Payroll Taxes                             29,994     2.2%     33,175     2.6%      28,575     2.3% 
    Workers' Comp                                  0     0.0%          0     0.0%       6,132     0.5% 
    Workers' Comp Claims                           0     0.0%          0     0.0%           0     0.0% 
    Health Insurance                          21,046     1.6%     21,300     1.6%      20,407     1.6% 
    Medical                                        0     0.0%          0     0.0%           0     0.0% 
    Uniforms/Cleaning                            140     0.0%         48     0.0%         350     0.0% 
    Other                                        170     0.0%        266     0.0%         512     0.0% 
                                          ------------------  ------------------   ------------------  
      TOTAL PAYROLL                          269,533    19.9%    275,886    21.4%     274,720    21.8% 
                                          ------------------  ------------------   ------------------  

<CAPTION>
                                                                                  For the
                                                                                  12 Months
                                                                                    Ended
                                               1994                1995            8-31-96
REVENUE                                      (actual)      %     (actual)    %     (actual)      %
<S>                                        <C>           <C>     <C>        <C>   <C>          <C>
  Guest Room                               $1,099,945    94.4%   $742,160   92.4% $1,152,796   95.5%
  Restaurant Rent                              16,099     1.4%      7,544    0.9%      8,883    0.7%
  Telephone                                    29,476     2.5%     29,510    3.7%     27,119    2.2%
  Meeting/Banquet Room                          5,135     0.4%      5,329    0.7%      4,781    0.4%
  Fax                                             411     0.0%        115    0.0%        125    0.0%
  Valet                                           695     0.1%        886    0.1%        964    0.1%
  Video                                         1,880     0.2%      1,977    0.2%      1,631    0.1%
  Sports and Athletics                              0     0.0%          0    0.0%          0    0.0%
  Vending Machines                              7,679     0.7%      7,790    1.0%      7,196    0.6%
  Guest Laundry/Soap                              615     0.1%        331    0.0%        459    0.0%
  Miscellaneous                                 3,294     0.3%      7,373    0.9%      3,492    0.3%
                                           ------------------    ---------------  ----------------- 
    TOTAL REVENUE                           1,165,229   100.0%    803,015  100.0%  1,207,446  100.0%
                                           ------------------    ---------------  ----------------- 
OPERATING EXPENSE
  PAYROLL & RELATED EXPENSE
    Managers                                   24,801     2.1%     25,103    3.1%     27,325    2.3%
    Front Desk                                 36,371     3.1%     42,318    5.3%     46,632    3.9%
    Bookkeeper/Auditor                         22,545     1.9%     22,134    2.8%     22,479    1.9%
    Head Housekeeper                           18,919     1.6%     17,900    2.2%     18,331    1.5%
    Housekeeper - Rooms                        48,167     4.1%     35,334    4.4%     42,864    3.5%
    Housekeeper - Other                         3,584     0.3%      4,032    0.5%      6,322    0.5%
    Laundry                                     9,396     0.8%      8,498    1.1%     11,391    0.9%
    Guest Services                             16,670     1.4%     12,129    1.5%     15,397    1.3%
    Sales & Marketing                          17,131     1.5%     31,302    3.9%     33,026    2.7%
    Security                                        0     0.0%          0    0.0%          0    0.0%
    Maintenance                                22,221     1.9%     34,967    4.4%     36,672    3.0%
    Ground Maintenance                              0     0.0%          0    0.0%          0    0.0%
    Windows/Carpets                             2,870     0.2%      1,740    0.2%      2,005    0.2%
    Bonuses                                     1,200     0.1%        200    0.0%        400    0.0%
    Payroll Taxes                              26,538     2.3%     21,571    2.7%     25,285    2.1%
    Workers' Comp                               7,063     0.6%      7,496    0.9%      4,530    0.4%
    Workers' Comp Claims                            0     0.0%          0    0.0%          0    0.0%
    Health Insurance                           23,794     2.0%     22,672    2.8%     24,611    2.0%
    Medical                                         0     0.0%        739    0.1%        846    0.1%
    Uniforms/Cleaning                              40     0.0%         71    0.0%         85    0.0%
    Other                                         701     0.1%        678    0.1%        502    0.0%
                                           ------------------    ---------------  ----------------- 
      TOTAL PAYROLL                           282,011    24.2%    288,884   36.0%    318,703   26.4%
                                           ------------------    ---------------  ----------------- 
</TABLE>
<PAGE>

SHILO INN - SPOKANE, WASHINGTON (105 units)                             PAGE 2
NET OPERATING INCOME DETAIL                             
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)  
FOR THE 12 MONTHS ENDED 8-31-96 (actual)

<TABLE>
<CAPTION>
                                                                                                       
                                                                                                       
                                                                                                       
                                              1991                1992                 1993            
                                           (actual)       %     (actual)      %     (actual)       %   
<S>                                       <C>           <C>   <C>           <C>    <C>           <C>   
  UTILITIES
    Electricity                               61,226     4.5%     59,502     4.6%      61,270     4.9% 
    Gas                                        8,228     0.6%      7,590     0.6%      10,093     0.8% 
    Telephone                                 18,836     1.4%     19,452     1.5%      16,104     1.3% 
    Water                                      6,188     0.5%      6,256     0.5%       4,534     0.4% 
    Garbage                                    4,790     0.4%      5,053     0.4%       4,604     0.4% 
    Sewer                                      4,422     0.3%      4,251     0.3%       4,724     0.4% 
                                          ------------------  ------------------   ------------------  
      TOTAL UTILITIES                        103,690     7.7%    102,104     7.9%     101,329     8.0% 
                                          ------------------  ------------------   ------------------  
  ADVERTISING
    Advertising                                    0     0.0%          0     0.0%         612     0.0% 
    Airport Advertising                        7,202     0.5%      7,570     0.6%       7,955     0.6% 
    Billboards                                13,327     1.0%     12,814     1.0%      11,952     0.9% 
    Highway Logos                              1,670     0.1%      1,665     0.1%       1,652     0.1% 
    Radio Media                                    0     0.0%          0     0.0%           0     0.0% 
    Radio Tradeouts                            6,603     0.5%      6,672     0.5%      12,671     1.0% 
    TV Media                                       0     0.0%          0     0.0%           0     0.0% 
    TV Tradeouts                               3,783     0.3%      7,050     0.5%       6,477     0.5% 
    Brochures/Postcards                        2,525     0.2%        252     0.0%       1,196     0.1% 
    Brochures/Tradeout                             0     0.0%         23     0.0%           0     0.0% 
    Yellow Pages                               4,053     0.3%      8,068     0.6%       6,537     0.5% 
    Newspaper Ads                                310     0.0%        253     0.0%         669     0.1% 
    Magazine Ads                               2,408     0.2%      2,600     0.2%       1,315     0.1% 
    Magazine Tradeouts                            43     0.0%          0     0.0%         360     0.0% 
    Property Ads                               1,855     0.1%        933     0.1%         315     0.0% 
    Advertising Tradeouts Other                  318     0.0%        545     0.0%         182     0.0% 
    Sports Events/Tradeouts                        0     0.0%          0     0.0%       1,860     0.1% 
    Sports Sponsorship                             0     0.0%          0     0.0%          45     0.0% 
    Displays                                       0     0.0%          0     0.0%         100     0.0% 
    Local Events Promotion                     2,044     0.2%      2,176     0.2%           0     0.0% 
    Travel Guides/Directories                    186     0.0%          0     0.0%       1,272     0.1% 
    Promotional Items                              0     0.0%          0     0.0%           0     0.0% 
    Advertising & Promotion                    1,519     0.1%      2,128     0.2%       2,305     0.2% 
    Travel Agents                              7,135     0.5%      7,402     0.6%       6,387     0.5% 
    Marketing                                     16     0.0%        600     0.0%         497     0.0% 
    Taxi & Limo                                  457     0.0%        429     0.0%         241     0.0% 
                                          ------------------  ------------------   ------------------  
      TOTAL ADVERTISING                       55,454     4.1%     61,180     4.7%      64,600     5.1% 
                                          ------------------  ------------------   ------------------  

<CAPTION>
                                                                                 For the
                                                                                 12 Months
                                                                                   Ended
                                              1994                1995            8-31-96
                                            (actual)      %     (actual)    %     (actual)      %
<S>                                       <C>           <C>     <C>        <C>   <C>          <C>
  UTILITIES
    Electricity                               54,840     4.7%     58,024    7.2%     67,415    5.6%
    Gas                                       12,656     1.1%     14,097    1.8%     14,870    1.2%
    Telephone                                 13,400     1.1%     15,879    2.0%     15,492    1.3%
    Water                                      6,164     0.5%      7,811    1.0%      8,968    0.7%
    Garbage                                    4,676     0.4%      6,912    0.9%      8,423    0.7%
    Sewer                                      4,335     0.4%      5,273    0.7%      6,941    0.6%
                                          ------------------    ---------------  ----------------- 
      TOTAL UTILITIES                         96,071     8.2%    107,996   13.4%    122,109   10.1%
                                          ------------------    ---------------  ----------------- 
  ADVERTISING
    Advertising                                  200     0.0%        159    0.0%        176    0.0%
    Airport Advertising                       10,687     0.9%     10,146    1.3%     10,689    0.9%
    Billboards                                15,693     1.3%     13,702    1.7%     14,362    1.2%
    Highway Logos                                851     0.1%        918    0.1%      1,002    0.1%
    Radio Media                                    0     0.0%          0    0.0%          0    0.0%
    Radio Tradeouts                           14,935     1.3%     14,680    1.8%     15,220    1.3%
    TV Media                                       0     0.0%          0    0.0%          0    0.0%
    TV Tradeouts                              10,978     0.9%      4,811    0.6%      7,244    0.6%
    Brochures/Postcards                          474     0.0%        388    0.0%        502    0.0%
    Brochures/Tradeout                             0     0.0%          0    0.0%          0    0.0%
    Yellow Pages                               6,219     0.5%      8,729    1.1%      9,632    0.8%
    Newspaper Ads                              2,925     0.3%      1,736    0.2%      2,539    0.2%
    Magazine Ads                                   0     0.0%          0    0.0%          0    0.0%
    Magazine Tradeouts                           369     0.0%        445    0.1%        662    0.1%
    Property Ads                                 756     0.1%        296    0.0%        304    0.0%
    Advertising Tradeouts Other                    0     0.0%          0    0.0%          0    0.0%
    Sports Events/Tradeouts                      750     0.1%      1,318    0.2%      2,884    0.2%
    Sports Sponsorship                         1,490     0.1%        900    0.1%      2,363    0.2%
    Displays                                       0     0.0%          0    0.0%          0    0.0%
    Local Events Promotion                         0     0.0%          0    0.0%          0    0.0%
    Travel Guides/Directories                  3,387     0.3%      6,290    0.8%      9,858    0.8%
    Promotional Items                            165     0.0%          0    0.0%          0    0.0%
    Advertising & Promotion                    3,036     0.3%      6,552    0.8%      7,466    0.6%
    Travel Agents                              4,829     0.4%      7,921    1.0%     16,463    1.4%
    Marketing                                    176     0.0%          0    0.0%          0    0.0%
    Taxi & Limo                                   20     0.0%         98    0.0%        115    0.0%
                                          ------------------    ---------------  ----------------- 
      TOTAL ADVERTISING                       77,940     6.7%     79,089    9.8%    101,481    8.4%
                                          ------------------    ---------------  ----------------- 
</TABLE>
<PAGE>

SHILO INN - SPOKANE, WASHINGTON (105 units)                             PAGE 3
NET OPERATING INCOME DETAIL                             
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)  
FOR THE 12 MONTHS ENDED 8-31-96 (actual)

<TABLE>
<CAPTION>
                                                                                                       
                                                                                                       
                                                                                                       
                                              1991                1992                 1993            
                                           (actual)       %     (actual)      %     (actual)       %   
<S>                                       <C>           <C>   <C>           <C>    <C>           <C>   
  SUPPLIES
    Linen                                      3,832     0.3%      5,422     0.4%       6,878     0.5% 
    Bathroom                                   9,407     0.7%      6,053     0.5%       5,570     0.4% 
    Cleaning                                  12,503     0.9%     12,960     1.0%       9,301     0.7% 
    Continental Breakfast                      6,498     0.5%      5,164     0.4%       1,316     0.1% 
    Office                                     6,856     0.5%      8,004     0.6%       7,324     0.6% 
    Operating                                 11,295     0.8%     11,343     0.9%      10,002     0.8% 
  * Replacements                                 370     0.0%        617     0.0%         491     0.0% 
    Guest Amenity                              4,157     0.3%      4,299     0.3%       4,057     0.3% 
                                          ------------------  ------------------   ------------------  
      TOTAL SUPPLIES                          54,918     4.1%     53,862     4.2%      44,939     3.6% 
                                          ------------------  ------------------   ------------------  
  REPAIRS & MAINTENANCE
    Carpets, Draperies & Furniture               358     0.0%        926     0.1%          20     0.0% 
    Elevators                                  6,204     0.5%      6,048     0.5%       5,734     0.5% 
  * Landscaping                                1,640     0.1%        365     0.0%       1,736     0.1% 
    Painting & Wallpaper                         598     0.0%         76     0.0%         138     0.0% 
    Pool                                       5,185     0.4%      7,359     0.6%       4,116     0.3% 
    Telephone                                    811     0.1%      1,570     0.1%       1,454     0.1% 
    TV Cable & Satellite                      12,216     0.9%     11,105     0.9%      11,189     0.9% 
    Pest Control                                 424     0.0%        300     0.0%         390     0.0% 
    Janitorial Services                          530     0.0%          0     0.0%           0     0.0% 
    Plumbing                                   4,862     0.4%      2,352     0.2%         699     0.1% 
    Electrical                                 1,753     0.1%      1,290     0.1%       1,941     0.2% 
    Heating Ventilation Cooling                1,421     0.1%        623     0.0%       1,016     0.1% 
    Sign                                         957     0.1%      3,414     0.3%       2,801     0.2% 
    Keys & Locks                               1,100     0.1%        925     0.1%         920     0.1% 
    Laundry/Housekeeping                       3,679     0.3%      1,266     0.1%       3,262     0.3% 
    Photo Copier                               1,572     0.1%        753     0.1%       1,140     0.1% 
    Micros Register                              227     0.0%      1,825     0.1%         742     0.1% 
  * Tools & Supplies                           3,839     0.3%      8,139     0.6%       2,898     0.2% 
  * Maintance and Repairs                      1,165     0.1%      2,534     0.2%       2,490     0.2% 
    Contract Labor Repair                          0     0.0%          0     0.0%       1,149     0.1% 
                                          ------------------  ------------------   ------------------  
      TOTAL REPAIRS & MAINTENANCE             48,541     3.6%     50,870     3.9%      43,835     3.5% 
                                          ------------------  ------------------   ------------------  

<CAPTION>
                                                                                 For the
                                                                                 12 Months
                                                                                   Ended
                                              1994                1995            8-31-96
                                            (actual)      %     (actual)    %     (actual)      %
<S>                                       <C>           <C>     <C>        <C>   <C>          <C>
  SUPPLIES
    Linen                                      5,452     0.5%      1,489    0.2%      1,212    0.1%
    Bathroom                                   9,068     0.8%      6,577    0.8%      5,880    0.5%
    Cleaning                                  16,226     1.4%      8,613    1.1%      6,129    0.5%
    Continental Breakfast                      2,072     0.2%     12,437    1.5%      8,269    0.7%
    Office                                     4,238     0.4%      3,383    0.4%      2,835    0.2%
    Operating                                 12,140     1.0%     15,237    1.9%      8,253    0.7%
  * Replacements                                 462     0.0%     10,595    1.3%        685    0.1%
    Guest Amenity                              3,383     0.3%      2,786    0.3%      2,341    0.2%
                                          ------------------    ---------------  ----------------- 
      TOTAL SUPPLIES                          53,041     4.6%     61,117    7.6%     35,604    2.9%
                                          ------------------    ---------------  ----------------- 
  REPAIRS & MAINTENANCE
    Carpets, Draperies & Furniture               248     0.0%         50    0.0%         85    0.0%
    Elevators                                  6,424     0.6%      6,560    0.8%      6,627    0.5%
  * Landscaping                                1,310     0.1%     18,511    2.3%     11,352    0.9%
    Painting & Wallpaper                           0     0.0%        564    0.1%        436    0.0%
    Pool                                       3,045     0.3%      1,981    0.2%      2,182    0.2%
    Telephone                                    919     0.1%      1,084    0.1%        936    0.1%
    TV Cable & Satellite                      12,249     1.1%      9,663    1.2%      8,467    0.7%
    Pest Control                                 360     0.0%        330    0.0%        224    0.0%
    Janitorial Services                          404     0.0%          0    0.0%          0    0.0%
    Plumbing                                     734     0.1%      2,491    0.3%      1,693    0.1%
    Electrical                                   702     0.1%      1,528    0.2%      1,277    0.1%
    Heating Ventilation Cooling                  548     0.0%        792    0.1%        852    0.1%
    Sign                                       3,071     0.3%      1,588    0.2%      1,849    0.2%
    Keys & Locks                                 997     0.1%      2,231    0.3%      1,293    0.1%
    Laundry/Housekeeping                       1,208     0.1%      2,165    0.3%      1,431    0.1%
    Photo Copier                                 465     0.0%        903    0.1%        840    0.1%
    Micros Register                            2,673     0.2%      2,907    0.4%      1,271    0.1%
  * Tools & Supplies                           1,831     0.2%      2,470    0.3%      6,258    0.5%
  * Maintance and Repairs                     17,963     1.5%      1,114    0.1%      1,253    0.1%
    Contract Labor Repair                        482     0.0%        725    0.1%        812    0.1%
                                          ------------------    ---------------  ----------------- 
      TOTAL REPAIRS & MAINTENANCE             55,633     4.8%     57,657    7.2%     49,138    4.1%
                                          ------------------    ---------------  ----------------- 
</TABLE>

* Most of these expenses could have been capitalized
<PAGE>

SHILO INN - SPOKANE, WASHINGTON (105 units)                             PAGE 4
NET OPERATING INCOME DETAIL                             
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)  
FOR THE 12 MONTHS ENDED 8-31-96 (actual)

<TABLE>
<CAPTION>
                                                                                                       
                                                                                                       
                                                                                                       
                                              1991                1992                 1993            
                                           (actual)       %     (actual)      %     (actual)       %   
<S>                                       <C>           <C>   <C>           <C>    <C>           <C>   
  OTHER OPERATING EXPENSE
    Sales/Use/Taxes                           44,189     3.3%     23,306     1.8%      20,890     1.7% 
    Credit Card Discounts                     21,276     1.6%     18,217     1.4%      17,550     1.4% 
    Telecheck                                  2,340     0.2%      1,899     0.1%       2,474     0.2% 
    Bad Debts                                    374     0.0%      2,681     0.2%       2,540     0.2% 
    Cash Over/Short                            2,833     0.2%        318     0.0%        (424)    0.0% 
    Administrative Telephone                  16,818     1.2%     11,700     0.9%       9,150     0.7% 
    Security Services                              0     0.0%          0     0.0%           0     0.0% 
    Comps                                          0     0.0%          0     0.0%           0     0.0% 
    Coin-op Laundry Services                       0     0.0%         82     0.0%         112     0.0% 
    Dry Cleaning, Valet                          339     0.0%        660     0.1%         528     0.0% 
    Flowers                                      178     0.0%        340     0.0%         430     0.0% 
    Video Rentals                              1,204     0.1%      1,433     0.1%       1,960     0.2% 
    Vending Machine Maintenance                3,337     0.2%      3,801     0.3%          52     0.0% 
    Bank Fees                                    454     0.0%        813     0.1%       1,010     0.1% 
    Equipment Rental                           2,503     0.2%      2,976     0.2%       7,625     0.6% 
    Licenses and Miscellaneous Taxe            3,598     0.3%      2,165     0.2%       2,445     0.2% 
    Vehicle Repair & Maintenance               2,183     0.2%      2,508     0.2%       5,113     0.4% 
    Auto & Travel                              5,259     0.4%      4,455     0.3%       1,564     0.1% 
    Business Meals                             2,642     0.2%      2,720     0.2%       1,792     0.1% 
    Training/Seminars                              0     0.0%          0     0.0%         180     0.0% 
    Staff Travel Telephone                       251     0.0%        784     0.1%           0     0.0% 
    Theft Loss                                     0     0.0%      1,240     0.1%       2,740     0.2% 
    Insurance Settlement - Theft                   0     0.0%          0     0.0%           0     0.0% 
    Miscellaneous - Resale/Services              859     0.1%      2,052     0.2%         695     0.1% 
    Attorney Fees                                  0     0.0%          0     0.0%           0     0.0% 
    Professional Fees                            525     0.0%        781     0.1%       1,041     0.1% 
    Dues & Subscriptions                       4,784     0.4%      2,022     0.2%       1,876     0.1% 
    Charitable Contributions                       0     0.0%          0     0.0%           0     0.0% 
    Political Contributions                        0     0.0%          0     0.0%           0     0.0% 
    Restaurant Expenses                            0     0.0%          0     0.0%        (886)   -0.1% 
                                          ------------------  ------------------   ------------------  
      TOTAL OTHER OPERATING EXPENS           115,946     8.6%     86,953     6.7%      80,457     6.4% 
                                          ------------------  ------------------   ------------------  
        TOTAL OPERATING EXPENSE              648,082    47.9%    630,855    48.8%     609,880    48.3% 
                                          ------------------  ------------------   ------------------  
        TOTAL OPERATING INCOME               705,666    52.1%    661,210    51.2%     651,944    51.7% 
                                          ------------------  ------------------   ------------------  
OTHER EXPENSE
  Insurance                                    6,478     0.5%      6,015     0.5%       5,404     0.4% 
  Insurance Claims                                 0     0.0%        242     0.0%          56     0.0% 
  Property Tax                                21,873     1.6%     21,760     1.7%      23,947     1.9% 
  Office Overhead                             67,687     5.0%     64,603     5.0%      63,091     5.0% 
                                          ------------------  ------------------   ------------------  
    TOTAL OTHER EXPENSE                       96,038     7.1%     92,620     7.2%      92,498     7.3% 
                                          ------------------  ------------------   ------------------  
        NET OPERATING INCOME                 609,628    45.0%    568,590    44.0%     559,446    44.3% 
                                          ==================  ==================   ==================  

<CAPTION>
                                                                                 For the
                                                                                 12 Months
                                                                                   Ended
                                              1994                1995            8-31-96
                                            (actual)      %     (actual)    %     (actual)      %
<S>                                       <C>           <C>     <C>        <C>   <C>          <C>
  OTHER OPERATING EXPENSE
    Sales/Use/Taxes                           27,421     2.4%     32,564    4.1%     32,545    2.7%
    Credit Card Discounts                     16,180     1.4%     18,025    2.2%     19,765    1.6%
    Telecheck                                  2,803     0.2%      2,114    0.3%      2,525    0.2%
    Bad Debts                                    629     0.1%        822    0.1%        794    0.1%
    Cash Over/Short                               62     0.0%        106    0.0%        196    0.0%
    Administrative Telephone                   5,229     0.4%      2,385    0.3%      1,964    0.2%
    Security Services                          1,751     0.2%        231    0.0%        535    0.0%
    Comps                                          0     0.0%          0    0.0%          0    0.0%
    Coin-op Laundry Services                     239     0.0%        126    0.0%        268    0.0%
    Dry Cleaning, Valet                          560     0.0%        294    0.0%        395    0.0%
    Flowers                                      195     0.0%          0    0.0%          0    0.0%
    Video Rentals                              1,161     0.1%      1,293    0.2%        890    0.1%
    Vending Machine Maintenance                   99     0.0%          0    0.0%          0    0.0%
    Bank Fees                                    790     0.1%        789    0.1%        773    0.1%
    Equipment Rental                           9,778     0.8%      3,697    0.5%      2,962    0.2%
    Licenses and Miscellaneous Taxe            1,541     0.1%      1,188    0.1%      1,039    0.1%
    Vehicle Repair & Maintenance                 768     0.1%      1,885    0.2%      1,269    0.1%
    Auto & Travel                              2,419     0.2%      1,258    0.2%      1,227    0.1%
    Business Meals                               331     0.0%        937    0.1%        534    0.0%
    Training/Seminars                              0     0.0%          0    0.0%          0    0.0%
    Staff Travel Telephone                         0     0.0%        339    0.0%        253    0.0%
    Theft Loss                                     0     0.0%          0    0.0%          0    0.0%
    Insurance Settlement - Theft                   0     0.0%          0    0.0%          0    0.0%
    Miscellaneous - Resale/Services            1,769     0.2%        698    0.1%        859    0.1%
    Attorney Fees                                  0     0.0%        552    0.1%        447    0.0%
    Professional Fees                            640     0.1%        630    0.1%        677    0.1%
    Dues & Subscriptions                       2,757     0.2%      1,783    0.2%        136    0.0%
    Charitable Contributions                      99     0.0%          0    0.0%          0    0.0%
    Political Contributions                        0     0.0%          0    0.0%          0    0.0%
    Restaurant Expenses                        7,000     0.6%        915    0.1%          0    0.0%
                                          ------------------    ---------------  ----------------- 
      TOTAL OTHER OPERATING EXPENS            84,221     7.2%     72,631    9.0%     70,053    5.8%
                                          ------------------    ---------------  ----------------- 
        TOTAL OPERATING EXPENSE              648,917    55.7%    667,374   83.1%    697,088   57.7%
                                          ------------------    ---------------  ----------------- 
        TOTAL OPERATING INCOME               516,312    44.3%    135,641   16.9%    510,358   42.3%
                                          ------------------    ---------------  ----------------- 
OTHER EXPENSE
  Insurance                                    4,935     0.4%      8,078    1.0%      7,628    0.6%
  Insurance Claims                                 0     0.0%          0    0.0%          0    0.0%
  Property Tax                                20,469     1.8%     42,969    5.4%     43,370    3.6%
  Office Overhead                             58,261     5.0%     40,151    5.0%     60,312    5.0%
                                          ------------------    ---------------  ----------------- 
    TOTAL OTHER EXPENSE                       83,665     7.2%     91,198   11.4%    111,310    9.2%
                                          ------------------    ---------------  ----------------- 
        NET OPERATING INCOME                 432,647    37.1%     44,443    5.5%    399,048   33.0%
                                          ==================    ===============  ================= 
</TABLE>
<PAGE>

- --------------------------------------------------------------------------------
                 -----------------------------------------------
                 RECONSTRUCTED INDUSTRY STANDARDS OPERATING DATA
                 ===============================================
                        TRENDS IN THE HOTEL INDUSTRY 1996
================================================================================

<TABLE>
<CAPTION>
                                     All Limited Service       Average for            Rate Group              Geographic Division
                                                                 Top 25%               Over $50                Mountain/Pacific
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>        <C>          <C>        <C>          <C>        <C>          <C>        <C>    
REVENUES                              % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room
                                      -------  -------------  -------  -------------  -------  -------------  -------  -------------
 Rooms                                  95.5%     $13,057       95.4%     $18,002       95.5%     $16,126       95.1%     $13,000
 Telephone                               2.4%        $331        2.4%        $449        2.4%        $406        2.3%        $313
 Other Income                            2.1%        $280        2.2%        $427        2.1%        $359        2.6%        $355
- ------------------------------------------------------------------------------------------------------------------------------------
Total Revenue                          100.0%     $13,668      100.0%     $18,878      100.0%     $16,891      100.0%     $13,668
                                                                                    
EXPENSES                                                                            
Departmental Expenses                                                               
 Rooms Department                       23.2%      $3,166       20.9%      $3,950       22.0%      $3,721       23.6%      $3,227
 Telephone                               1.5%        $206        1.4%        $256        1.4%        $235        1.4%        $186
Other Departments                        0.6%         $80        0.7%        $139        0.7%        $111        0.5%         $75
                                                                                    
Undistributed Operating Expenses                                                    
 Administrative & General                9.0%      $1,225        7.8%      $1,463        8.4%      $1,422        8.5%      $1,163
 Franchise Fees                          1.9%        $256        1.4%        $265        1.7%        $292        0.9%        $122
 Marketing                               3.7%        $510        3.7%        $691        4.0%        $669        3.9%        $530
 Property Operations & Maintenance       5.6%        $759        4.5%        $858        4.9%        $835        6.2%        $843
 Energy (Utilties)                       5.0%        $681        3.9%        $744        4.4%        $751        4.6%        $633
                                                                                    
Fixed Charges                                                                       
 Management                              2.8%        $380        3.2%        $597        2.9%        $484        3.1%        $430
 Property Tax & Other Charges            4.0%        $548        4.1%        $773        4.0%        $679        3.5%        $473
 Insurance                               1.1%        $147        1.1%        $203        1.1%        $178        1.2%        $159
- ------------------------------------------------------------------------------------------------------------------------------------
Total Expenses                          58.4%      $7,958       52.7%      $9,939       55.5%      $9,377       57.4%      $7,841

Net Income Before Reserves              41.6%      $5,710       47.3%      $8,939       44.5%      $7,514       42.6%      $5,827
                                                                                    
Percentage Occupancy                    66.9%                   78.1%                   73.5%                   66.8%
Average Daily Rate                     $51.15                  $63.13                  $60.14                  $53.28
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

================================================================================

LIMITED-SERVICE HOTELS
Performance in 1995
================================================================================

Since the proliferation of all the new limited-service chains in the mid-1980s,
this hotel segment has been viewed extremely favorably. For hotel guests, new
limited-service hotels offered a guest room that was frequently superior to
existing full-service hotels at one-half to two-thirds the price. For hotel
managers, the properties were simple to operate. For the hotel ownership and
financial community, limited-service properties represented high profit margins
with a lesser degree of financial risk.

After ten years of being the darling child of the industry, however, it appears
that limited-service hotels have not only matured in the marketplace, but are
beginning to show some signs of fatigue. For the first time since 1984, the
limited-service hotel segment achieved the lowest occupancy of any property type
surveyed in Trends in the Hotel Industry.

Realistically, all this means is that the limited-service hotel segment is not
enjoying the upside of the industry resurgence to the same degree as the other
types of hotels. Limited-service properties still achieved an aggregate
occupancy just shy of 70 percent, and their average room rates rose 5.9 percent,
second highest of all segments. In addition, an average operating profit margin
of 41.8 percent still make these properties the most fiscally efficient.

                             LIMITED-SERVICE HOTELS

                                   Market Mix

    [THE FOLLOWING TABLE WAS DEPICTED AS A PIE CHART IN THE PRINTED MATERIAL]

                              ----------------------
                               Convention      0.4%

                               Conference      1.9%

                               Other           0.5%

                               Business       45.8%

                               Tourists       51.4%
                              ----------------------

However, a degree of caution needs to be raised. The vast majority of new hotel
construction (measured in number of properties) is still occurring in this
segment. In several suburban markets in the United States, we have seen
localized pockets of overdevelopment causing significant declines in market
occupancies. This should not be construed as a blanket condemnation of all
limited-service hotel development, but it should be a warning to examine the
individual merits of each proposed project. Even with low development costs and
high profit margins, automatic success is not as sure as it has been in the
past. With increasing competition, time has proven that the need to maintain a
quality facility and offer good service is crucial in determining the success of
a limited-service operation.

================================================================================


74
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                                Figure Number 14
================================================================================

<TABLE>
<CAPTION>
                                                                                         Rate Groups
                                                                              ---------------------------------
                                                        All         Average                $35.00
                                                  Limited-Service     for       Under        to          Over
                                                       Hotels       Top 25%*    $35.00     $50.00       $50.00
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                95.5%        95.4%       94.4%      95.7%        95.5%
   Telephone                                             2.4          2.4         2.6        2.4          2.4
   Other Operated Departments                            0.8          0.9         1.3        0.7          0.8
   Rentals and Other Income                              1.2          1.3         1.6        1.2          1.3
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                23.2%        20.9%       28.3%      24.3%        22.0%
   Telephone                                             1.5          1.4         2.1        1.6          1.4
   Other Operated Departments                            0.6          0.7         0.6        0.5          0.7
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           25.3%        23.0%       31.0%      26.4%        24.1%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   74.7%        77.0%       69.0%      73.6%        75.9%

Undistributed Operating Expenses:**
   Administrative and General                            9.0%         7.8%       11.2%       9.5%         8.4%
   Franchise Fees                                        1.9          1.4         1.7        2.1          1.7
   Marketing and Guest Entertainment                     3.7          3.7         4.5        3.3          4.0
   Property Operation and Maintenance                    5.6          4.5        10.3        6.0          4.9
   Energy Costs                                          5.0          3.9         7.6        5.5          4.4
   Other Unallocated Operated Departments                --           --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       25.1%        21.3%       35.3%      26.5%        23.5%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          49.6%        55.7%       33.7%      47.1 %       52.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       2.8%         3.2%        3.1%       2.6%         2.9%
   Property Taxes and Other Municipal Charges            4.0          4.1         3.5        4.0          4.0
   Insurance on Buildings and Contents                   1.1          1.1         1.2        1.1          1.1
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     7.8%         8.3%        7.8%       7.7%         7.9%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    41.8%        47.3%       25.9%      39.4%        44.5%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                13.3%        11.7%       17.5%      14.2%        12.4%
   Payroll Taxes and Employee Benefits                   3.5          3.4         4.0        3.4          3.5
                                                  -------------------------------------------------------------
     Subtotal                                           16.8%        15.1%       21.5%      17.6%        15.9%
   Laundry, Linen, and Guest Supplies                    1.6          1.2         3.3        1.8          1.3
   Commissions and Reservation Expenses                  1.6          1.6         1.0        1.4          1.7
   Complimentary Food and/or Beverage Expenses           1.7          1.6         0.6        1.8          1.7
   All Other Expenses                                    2.7          2.5         3.6        2.7          2.6
                                                  -------------------------------------------------------------
     Total Rooms Expense                                24.4%        22.0%       30.0%      25.3%        23.2%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            75.6%        78.0%       70.0%      74.7%        76.8%
                                                  =============================================================
Percentage of Occupancy                                 69.9%        78.1%       64.3%      67.3%        73.5%
Average Daily Rate per Occupied Room                   $51.15       $63.13      $31.31     $44.34       $60.14
Average Size (Rooms)                                     107          111          98        100          116
</TABLE>

================================================================================

  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              75
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995
Ratios to Total Revenues
Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                        Geographic Divisions
                                                  -------------------------------------------------------------
                                                    New England                                        Mountain
                                                        and          North      South       South         and
                                                  Middle Atlantic   Central    Atlantic    Central      Pacific
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                94.3%        95.4%       94.8%      96.9%        95.1%
   Telephone                                             3.0          2.7         2.7        2.0          2.3
   Other Operated Departments                            1.5          0.4         1.2        0.3          0.9
   Rentals and Other Income                              1.2          1.5         1.3        0.7          1.7
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                26.6%        23.1%       22.6%      22.2%        23.6%
   Telephone                                             1.7          1.5         1.7        1.4          1.4
   Other Operated Departments                            1.3          0.3         0.9        0.3          0.5
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           29.6%        24.9%       25.2%      23.8%        25.5%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   70.4%        75.1%       74.8%      76.2%        74.5%

Undistributed Operating Expenses:**
   Administrative and General                           10.2%         8.7%        9.8%       8.4%         8.5%
   Franchise Fees                                        2.9          2.8         2.6        1.2          0.9
   Marketing and Guest Entertainment                     4.5          3.9         4.3        2.8          3.9
   Property Operation and Maintenance                    5.7          5.0         5.6        5.3          6.2
   Energy Costs                                          6.0          4.7         5.4        4.7          4.6
   Other Unallocated Operated Departments                0.1          --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       29.4%        25.1%       27.9%      22.3%        24.1%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          40.9%        50.0%       46.9%      53.8 %       50.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       3.5%         4.2%        2.9%       1.4%         3.1%
   Property Taxes and Other Municipal Charges            5.5          4.7         3.6        3.9          3.5
   Insurance on Buildings and Contents                   0.7          0.7         1.1        1.3          1.2
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     9.6%         9.6%        7.6%       6.6%         7.8%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    31.3%        40.4%       39.3%      47.2%        42.6%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                15.6%        13.6%       12.9%      12.3%        13.8%
   Payroll Taxes and Employee Benefits                   4.7          2.4         3.1        3.8          3.7
                                                  -------------------------------------------------------------
     Subtotal                                           20.3%        16.0%       16.0%      16.1%        17.5%
   Laundry, Linen, and Guest Supplies                    1.6          2.0         1.7        0.9          1.9
   Commissions and Reservation Expenses                  2.1          1.8         1.8        1.0          1.6
   Complimentary Food and/or Beverage Expenses           1.3          2.0         1.7        1.8          1.4
   All Other Expenses                                    3.0          2.4         2.6        3.0          2.4
                                                  -------------------------------------------------------------
     Total Rooms Expense                                28.3%        24.2%       23.8%      22.8%        24.8%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            71.7%        75.8%       76.2%      77.2%        75.2%
                                                  =============================================================
Percentage of Occupancy                                 69.0%        71.6%       70.9%      71.0%        66.8%
Average Daily Rate per Occupied Room                   $58.94       $49.83      $48.92     $49.93       $53.28
Average Size (Rooms)                                     116           80         123        122           96
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

76
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                    Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                      Property Size Classifications
                                                  -------------------------------------
                                                       Under        75 to        Over   
                                                        75           150         150   
                                                       Rooms        Rooms       Rooms
                                                  -------------------------------------
<S>                                                    <C>          <C>         <C>    
Revenues:
   Rooms                                                96.0%        95.9%       93.9% 
   Telephone                                             2.6          2.3         2.6  
   Other Operated Departments                            0.3          0.7         1.7  
   Rentals and Other Income                              1.1          1.1         1.9  
                                                  -------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0% 

Departmental Costs and Expenses:
   Rooms                                                22.1%        23.0%       24.5% 
   Telephone                                             1.6          1.5         1.6  
   Other Operated Departments                            0.2          0.5         1.2  
                                                  -------------------------------------
     Total Costs and Expenses                           23.8%        25.0%       27.3% 
                                                  -------------------------------------
   Total Operated Departmental Income                   76.2%        75.0%       72.7% 

Undistributed Operating Expenses:**
   Administrative and General                            8.3%         9.0%        9.3% 
   Franchise Fees                                        2.6          1.7         1.9  
   Marketing and Guest Entertainment                     3.7          3.6         4.3  
   Property Operation and Maintenance                    5.5          5.5         5.7  
   Energy Costs                                          4.6          5.0         5.2  
   Other Unallocated Operated Departments                --           --          --   
                                                  -------------------------------------
     Total Undistributed Expenses                       24.7%        24.9%       26.5% 
                                                  -------------------------------------
   Income before Fixed Charges                          51.5%        50.2%       46.2% 

Management Fees, Property Taxes, and Insurance:**
   Management Fees                                       6.2%         2.2%        2.5% 
   Property Taxes and Other Municipal Charges            3.8          4.0         4.1  
   Insurance on Buildings and Contents                   0.6          1.1         1.3  
                                                  -------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                    10.6%         7.3%        8.0% 
                                                  -------------------------------------
Income before Other Fixed Charges***                    40.9%        42.9%       38.2% 
                                                  =====================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0% 
Departmental Expenses:
   Salaries and Wages including Vacation                13.0%        13.1%       14.3% 
   Payroll Taxes and Employee Benefits                   2.1          3.5         4.3  
                                                  -------------------------------------
     Subtotal                                           15.1%        16.6%       18.6% 
   Laundry, Linen, and Guest Supplies                    2.6          1.4         1.5  
   Commissions and Reservation Expenses                  1.6          1.5         1.8  
   Complimentary Food and/or Beverage Expenses           1.6          1.8         1.1  
   All Other Expenses                                    2.1          2.7         3.1  
                                                  -------------------------------------
     Total Rooms Expense                                23.0%        24.0%       26.1% 
                                                  -------------------------------------
   Rooms Departmental Income                            77.0%        76.0%       73.9% 
                                                  =====================================
Percentage of Occupancy                                 69.0%        70.2%       69.9% 
Average Daily Rate per Occupied Room                   $47.93       $50.46      $56.90 
Average Size (Rooms)                                      54          118         186  
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              77
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15
================================================================================

<TABLE>
<CAPTION>
                                                    All Limited-Service              Average for
                                                           Hotels                      Top 25%*
                                                  -------------------------   ----------------------
                                                                  Compared                 Compared
                                                       1995       with 1994      1995      with 1994
                                                  --------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>    
Revenues:                                                                                           
   Rooms                                            $ 13,057          6.7%   $ 18,002          7.3% 
   Telephone                                             331          4.0         449          4.1  
   Other Operated Departments                            110          9.6         178        (12.0) 
   Rentals and Other Income                              170         17.4         249         30.1  
                                                  --------------------------------------------------
     Total Revenues                                 $ 13,669          6.8%   $ 18,878          7.2% 
                                                                                                    
Departmental Costs and Expenses:                                                                    
   Rooms                                            $  3,166          4.5%   $  3,950          3.4% 
   Telephone                                             206          7.3         256          9.0  
   Other Operated Departments                             80         34.5         139         27.9  
                                                  --------------------------------------------------
     Total Costs and Expenses                       $  3,452          5.2%   $  4,345          4.4% 
                                                  --------------------------------------------------
   Total Operated Departmental Income               $ 10,216          7.3%   $ 14,532          8.1% 
                                                                                                    
Undistributed Operating Expenses:**                                                                 
   Administrative and General                       $  1,225          8.4%   $  1,463          8.7% 
   Franchise Fees                                        256         10.7         265         (4.6) 
   Marketing and Guest Entertainment                     510          5.3         691          8.1  
   Property Operation and Maintenance                    759          5.8         858          3.4  
   Energy Costs                                          681         (3.2)        744         (3.5) 
   Other Unallocated Operated Departments                  3          N/C         --           --   
                                                  --------------------------------------------------
     Total Undistributed Expenses                   $  3,435          5.1%   $  4,021          4.1% 
                                                  --------------------------------------------------
   Income before Fixed Charges                      $  6,782          8.4%   $ 10,511          9.8% 
                                                                                                    
Management Fees, Property Taxes, and Insurance:**                                                   
   Management Fees                                  $    380        (24.0)%  $    597        (22.6)%
   Property Taxes and Other Municipal Charges            545          2.8         773          4.5  
   Insurance on Buildings and Contents                   147         (3.2)        203          6.6  
                                                  --------------------------------------------------
     Total Management Fees, Property Taxes,                                                         
       and Insurance                                $  1,072         (9.3)%  $  1,573         (7.5)%
                                                  --------------------------------------------------
Income before Other Fixed Charges***                $  5,710         12.5%   $  8,938         13.5% 
                                                  ==================================================
                                                                                                    
Rooms Department:                                                                                   
   Rooms Net Revenue                                $ 13,057          6.7%   $ 18,002          7.3% 
                                                                              
Departmental Expenses:                                                                              
   Salaries and Wages including Vacation            $  1,735          2.5%   $  2,107          1.5% 
   Payroll Taxes and Employee Benefits                   456         (2.2)        606         (1.1) 
                                                  --------------------------------------------------
     Subtotal                                       $  2,191          1.5%   $  2,713          0.9% 
   Laundry, Linen, and Guest Supplies                    203        (13.3)        211        (20.1) 
   Commissions and Reservation Expenses                  203          8.3         289          0.8  
   Complimentary Food and/or Beverage Expenses           219         12.7         287          6.7  
   All Other Expenses                                    350         38.1         450         45.0  
                                                  --------------------------------------------------
     Total Rooms Expense                            $  3,166          4.5%   $  3,950          3.4% 
                                                  --------------------------------------------------
   Rooms Departmental Income                        $  9,891          7.4%   $ 14,052          8.4% 
                                                  ==================================================
Percentage of Occupancy                                 69.9%         0.8%       78.1%         0.8% 
Average Daily Rate per Occupied Room                $   51.15         5.9%   $   63.13         6.4% 
Average Size (Rooms)                                     107         (0.2)%       111          0.1% 
</TABLE>

================================================================================

N/C - Data not comparable.
  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

78
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                                               Rate Groups
                                                  ---------------------------------------------------------------------------
                                                        Under $35.00           $35.00 to $50.00             Over $50.00
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>        <C>           <C>    
Revenues:                                                                                                                    
1  Rooms                                            $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
2  Telephone                                             206         (2.2)        277          3.3         406          5.0  
3  Other Operated Departments                            105          N/C          79         43.1         142         (7.0) 
4  Rentals and Other Income                              123        (10.8)        132         11.1         217         25.1  
                                                  ---------------------------------------------------------------------------
5    Total Revenues                                 $  7,788          3.8%   $ 11,384          7.0%   $ 16,891          6.8% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
6  Rooms                                            $  2,202          8.5%   $  2,766          5.0%   $  3,721          3.8% 
7  Telephone                                             166         (1.2)        184          6.6         235          8.8  
8  Other Operated Departments                             46         (1.2)         55          N/C         111         30.2  
                                                  ---------------------------------------------------------------------------
9    Total Costs and Expenses                       $  2,414          7.5%   $  3,005          5.7%   $  4,067          4.7% 
                                                  ---------------------------------------------------------------------------
10 Total Operated Departmental Income               $  5,374          2.2%   $  8,379          7.4%   $ 12,824          7.5% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
11 Administrative and General                       $    875          7.9%   $  1,084          7.5%   $  1,422          9.2% 
12 Franchise Fees                                        130          3.7         240         19.9         292          4.2 
13 Marketing and Guest Entertainment                     351         (0.3)        379          5.4         669          5.6  
14 Property Operation and Maintenance                    802         18.1         680          6.1         835          4.1  
15 Energy Costs                                          589         (9.3)        626         (3.7)        751         (2.1) 
16 Other Unallocated Operated Departments                 --          --            3          N/C           4          N/C  
                                                  ---------------------------------------------------------------------------
17   Total Undistributed Expenses                   $  2,748          5.0%   $  3,013          5.3%   $  3,972          4.9% 
                                                  ---------------------------------------------------------------------------
18 Income before Fixed Charges                      $  2,626         (0.6)%  $  5,366          8.7%   $  8,851          8.6% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
19 Management Fees                                  $    244          2.2%   $    300        (25.6)%  $    484        (24.4)%
20 Property Taxes and Other Municipal Charges            275        (10.2)        457          3.5         675          3.2  
21 Insurance on Buildings and Contents                    90        (21.9)        124         (6.4)        178          1.0  
                                                  ---------------------------------------------------------------------------
22   Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $    609         (7.7)%  $    881         (9.8)%  $  1,337         (9.1)%
                                                  ---------------------------------------------------------------------------
23 Income before Other Fixed Charges***             $  2,017          1.7%   $  4,485         13.3%   $  7,514         12.5% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
24 Rooms Net Revenue                                $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
                                                                                                                             
Departmental Expenses:                                                                                                       
25 Salaries and Wages including Vacation            $  1,285          4.9%   $  1,548          2.8%   $  1,995          2.0% 
26 Payroll Taxes and Employee Benefits                   296          6.6         369         (4.9)        568         (0.9) 
                                                  ---------------------------------------------------------------------------
27   Subtotal                                       $  1,581          5.3%   $  1,917          1.2%   $  2,563          1.4% 
28 Laundry, Linen, and Guest Supplies                    241         17.1         197         (7.9)        204        (21.5) 
29 Commissions and Reservation Expenses                   74         12.5         158         13.5         269          5.2  
30 Complimentary Food and/or Beverage Expenses            45         22.6         196         18.5         267          8.3  
31 All Other Expenses                                    261         18.8         298         35.3         417         42.2  
                                                  ---------------------------------------------------------------------------
32   Total Rooms Expense                            $  2,202          8.5%   $  2,766          5.1%   $  3,720          3.8% 
                                                  ---------------------------------------------------------------------------
33 Rooms Departmental Income                        $  5,151          1.6%   $  8,129          7.5%   $ 12,406          7.7% 
                                                  ===========================================================================
34 Percentage of Occupancy                              64.3%         2.2%       67.3%         1.1%       73.5%         0.3% 
35 Average Daily Rate per Occupied Room             $   31.31         1.3%   $   44.34         5.7%   $   60.14         6.4% 
36 Average Size (Rooms)                                   98         (0.6)%       100         (0.2)%       116         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              79
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                         Geographic Divisions
   -----------------------------------------------------------------------------------------------------------------------------
         New England                   North                    South                    South                  Mountain
     and Middle Atlantic              Central                  Atlantic                 Central                and Pacific    
   -------------------------  -----------------------  -----------------------  -----------------------  -----------------------
                   Compared                 Compared                 Compared                 Compared                 Compared 
        1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994
   -----------------------------------------------------------------------------------------------------------------------------
<S>  <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>    
                                                                                                                                
1    $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
2         465          0.1         369          8.1         355         13.6         270         (1.9)        313          0.1  
3         240         34.0          58         36.6         166         33.3          46         (0.2)        122        (21.2) 
4         191         16.7         200         20.3         178         15.9          95          5.0         233         24.8  
   -----------------------------------------------------------------------------------------------------------------------------
5    $ 15,747          6.6%   $ 13,645          6.9%   $ 13,350         11.5%   $ 13,354          4.0%   $ 13,668          5.8% 
                                                                                                                                
                                                                                                                                
6    $  4,191          5.1%   $  3,148          4.8%   $  3,019          6.8%   $  2,958          3.1%   $  3,227          3.8% 
7         264         (5.3)        204          1.6         230          8.2         188         15.3         186          8.2  
8         209         46.4          42          N/C         118         33.4          38          N/C          75          9.6  
   -----------------------------------------------------------------------------------------------------------------------------
9    $  4,664          5.8%   $  3,394          5.1%   $  3,367          7.6%   $  3,185          4.1%   $  3,488          4.2% 
   -----------------------------------------------------------------------------------------------------------------------------
10   $ 11,083          6.9%   $ 10,252          7.5%   $  9,984         12.9%   $ 10,169          4.0%   $ 10,180          6.3% 
                                                                                                                                
                                                                                                                                
11   $  1,611          8.0%   $  1,187          5.6%   $  1,311         10.7%   $  1,118         10.4%   $  1,163          5.8% 
12        463          4.3         384          6.8         353         12.8         160         10.7         122         24.0  
13        715        (13.0)        537         10.0         575          4.2         372         13.8         530          7.3  
14        894          3.6         679         (0.3)        754          8.2         702          2.7         843         11.7  
15        945         (0.2)        645         (1.9)        725          1.2         627         (3.5)        633         (9.7) 
16          8        (40.1)        --           --            6          --            4          --          --           --   
   -----------------------------------------------------------------------------------------------------------------------------
17   $  4,636          1.2%   $  3,432          3.7%   $  3,724          7.6%   $  2,983          5.9%   $  3,290          4.6% 
   -----------------------------------------------------------------------------------------------------------------------------
18   $  6,447         11.5%   $  6,820          9.6%   $  6,260         16.4%   $  7,186          3.2%   $  6,889          7.1% 
                                                                                                                                
                                                                                                                                
19   $    544         15.2%   $    569         (3.5)%  $    387         (8.4)%  $    192          N/C    $    430        (20.4)%
20        863         15.3         640          2.6         476          0.3         518          0.3%        473          2.1  
21        107        (39.2)         98        (13.6)        146         (6.4)        174         22.2         159         (9.4) 
   -----------------------------------------------------------------------------------------------------------------------------
22   $  1,514          8.4%   $  1,307         (1.5)%  $  1,009         (4.1)%  $    884        (23.3)%  $  1,062         (9.9)%
   -----------------------------------------------------------------------------------------------------------------------------
23   $  4,933         12.4%   $  5,513         12.6%   $  5,251         21.3%   $  6,302          8.4%   $  5,828         11.0% 
   =============================================================================================================================
                                                                                                                                
                                                                                                                                
24   $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
                                                                                                                                
                                                                                                                                
25   $  2,317          2.8%   $  1,770          5.8%   $  1,637          3.0%   $  1,590          0.6%   $  1,790          2.1% 
26        693          6.8         317        (12.3)        397          1.6         488         (3.2)        480         (3.0) 
   -----------------------------------------------------------------------------------------------------------------------------
27   $  3,010          3.7%   $  2,087          2.6%   $  2,034          2.7%   $  2,078         (0.4)%  $  2,270          1.0% 
28        237         (8.1)        260          2.9         215        (12.2)        120        (38.7)        247         (2.0) 
29        306         (4.2)        234          1.0         224         15.9         136          8.3         211         14.2  
30        199         48.4         260          8.6         211         24.8         234          4.2         187          8.5  
31        440         18.1         307         25.7         334         39.6         389          N/C         311         24.3  
   -----------------------------------------------------------------------------------------------------------------------------
32   $  4,192          5.1%   $  3,148          4.8%   $  3,018          6.8%   $  2,957          3.0%   $  3,226          3.8% 
   -----------------------------------------------------------------------------------------------------------------------------
33   $ 10,659          6.8%   $  9,870          7.2%   $  9,633         12.6%   $  9,986          4.5%   $  9,774          6.7% 
   =============================================================================================================================
27       69.0%         1.3%       71.6%         0.2%       70.9%         3.7%       71.0%        (1.2)%      66.8%         0.6% 
28   $   58.94         5.0%   $   49.83         6.4%   $   48.92         7.2%   $   49.93         5.4%   $   53.28         5.3% 
29        116         (1.0)%        80          --          123         (0.2)%       122         (0.3)%        96         (0.1)%
</TABLE>

================================================================================

                                                                     (Continued)

80
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                         Property Size Classifications
                                                  ---------------------------------------------------------------------------
                                                             Under                  75 to 150                   Over
                                                           75 Rooms                   Rooms                  150 Rooms
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                 <C>             <C>      <C>             <C>      <C>            <C>    
Revenues:                                                                                                                    
   Rooms                                            $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
   Telephone                                             330         10.5         316          3.2         399          2.6  
   Other Operated Departments                             38         (7.5)         89          2.7         259         24.9  
   Rentals and Other Income                              137         42.5         150         19.3         286          5.8  
                                                  ---------------------------------------------------------------------------
     Total Revenues                                 $ 12,577          5.5%   $ 13,486          6.9%   $ 15,394          7.3% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
   Rooms                                            $  2,779          2.7%   $  3,103          5.1%   $  3,770          3.9% 
   Telephone                                             195         (0.2)        199          9.3         246          6.0  
   Other Operated Departments                             25         28.6          65          N/C         191         16.2  
                                                  ---------------------------------------------------------------------------
     Total Costs and Expenses                       $  2,999          2.7%   $  3,368          5.9%   $  4,206          4.6% 
                                                  ---------------------------------------------------------------------------
   Total Operated Departmental Income               $  9,578          6.4%   $ 10,118          7.2%   $ 11,187          8.4% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
   Administrative and General                       $  1,038          6.4%   $  1,213          8.8%   $  1,437          8.3% 
   Franchise Fees                                        332         10.1         232         14.5         297         (0.2)
   Marketing and Guest Entertainment                     465         (0.7)        485          7.8         656          1.6  
   Property Operation and Maintenance                    692          7.3         745          5.6         878          5.5  
   Energy Costs                                          576        (10.7)        673         (2.9)        803          0.8  
   Other Unallocated Operated Departments                 --          N/C           4          N/C           4          --   
                                                  ---------------------------------------------------------------------------
     Total Undistributed Expenses                   $  3,102          2.2%   $  3,352          5.8%   $  4,075          4.5% 
                                                  ---------------------------------------------------------------------------
   Income before Fixed Charges                      $  6,476          8.5%   $  6,766          7.8%   $  7,112         10.7% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
   Management Fees                                  $    775          6.5%   $    299        (33.3)%  $    388        (26.8)%
   Property Taxes and Other Municipal Charges            473          0.1         539          3.0         634          4.0  
   Insurance on Buildings and Contents                    81        (40.5)        146         (1.2)        206         14.1  
                                                  ---------------------------------------------------------------------------
     Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $  1,330         (0.6)%  $    984        (12.1)%  $  1,228         (7.0)%
                                                  ---------------------------------------------------------------------------
   Income before Other Fixed Charges***             $  5,146         11.1%   $  5,782         12.2%   $  5,884         15.3% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
   Rooms Net Revenue                                $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
                                                                                                                             
Departmental Expenses:                                                                                                       
   Salaries and Wages including Vacation            $  1,572          3.0%   $  1,691          2.7%   $  2,066          1.6% 
   Payroll Taxes and Employee Benefits                   254        (14.3)        458         (2.3)        618          3.4  
                                                  ---------------------------------------------------------------------------
     Subtotal $                                     $  1,826          0.2%   $  2,149          1.5%   $  2,684          2.0% 
   Laundry, Linen, and Guest Supplies                    320         21.1         176        (20.7)        217        (16.4) 
   Commissions and Reservation Expenses                  192         12.2         191         10.9         264         (1.1) 
   Complimentary Food and/or Beverage Expenses           194          9.9         237         13.6         163          9.8  
   All Other Expenses                                    247         (8.8)        349         49.1         442         37.8  
                                                  ---------------------------------------------------------------------------
     Total Rooms Expense                            $  2,779          2.7%   $  3,102          5.0%   $  3,770          3.9% 
                                                  ---------------------------------------------------------------------------
   Rooms Departmental Income                        $  9,293          5.8%   $  9,829          7.4%   $ 10,680          8.4% 
                                                  ===========================================================================
   Percentage of Occupancy                              69.0%         0.1%       70.2%         0.7%       69.6%         1.8% 
   Average Daily Rate per Occupied Room             $   47.93         5.0%   $   50.46         6.2%   $   56.90         5.3% 
   Average Size (Rooms)                                   54         (0.1)%       118         (0.2)%       186         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              81
<PAGE>

                              SMITH TRAVEL RESEARCH
                     HOTEL OPERATING STATISTICS 1996 REPORT
================================================================================

LIMITED-SERVICE HIGHLIGHTS

o     Limited-service hotels showed strong profitability improvement from 14.6
      percent of total revenue in 1994 to 23.0 percent in 1995.

o     Sample Characteristics:

        -   Sample comprised of 1,410 limited-service hotels.

        -   Occupancy was slightly lower at 72.7 percent...highest occupancies
            were in Southeast states.

        -   Room Rates increased 1.4 percent to $55.18...highest ADR's were in
            Middle Atlantic (New York) and Pacific (Hawaii) regions.

        -   RevPAR improved to $40.12.

o     Gross operating profit (GOP) (before management fees) improved from 45.2
      percent in 1994 to 46.6 percent in 1995...GOP was above 44 percent across
      all census regions except New England.

o     Higher priced properties generally reported higher GOP and pre-tax income.

o     Total fixed charges (including property taxes and insurance) decreased
      12.5 percent from $3,530 per available room in 1994 to $3,087 in
      1995...fixed charges were highest in Mountain and Pacific regions.

o     Payroll and related expenses, as a ratio to sales, were higher for West
      South Central and Pacific region properties...highest labor expense per
      available room was in Pacific region (Hawaii).

o     Expressed as an amount per available room, limited-service profits
      improved over 12 percent from $3,091 per room in 1994 to $3,474 in 1995
      due to GOP enhancements and reduced fixed charges.

o     Properties in the Central regions reported the highest pre-tax income
      ranging from 22.8 percent to 29.4 of total revenue, while properties in
      New England reported the lowest pre-tax income at 13.0 percent of total
      revenue.

o     Chain-Affiliated properties, with pre-tax income of 23.8 percent, were
      more profitable than the reporting Independent properties at 10.4 percent.


24
<PAGE>

Limited-Service Hotels--Statements of Operating Income & Expenses - 1995

<TABLE>
<CAPTION>
- --------------------------------     -----------------------------------------------------------------------------------------------
                                                                             Geographic Region
- --------------------------------     -----------------------------------------------------------------------------------------------
Ratios to Sales                          New     Middle     South   East North  East South  West North  West South
                                       England  Atlantic  Atlantic    Central     Central     Central     Central  Mountain  Pacific
<S>                                    <C>       <C>       <C>        <C>         <C>          <C>        <C>        <C>      <C>   
Occupancy                               66.1%     70.8%     75.0%      73.4%       74.7%        72.4%      72.3%      73.3%    68.7%
Average Size of Property (Rooms)         105       112       125        114         114          123        127        124      133
Average Rate                           $52.95    $60.23    $52.66     $53.88      $51.96       $54.46     $53.65     $58.05   $62.93

REVENUE
  Rooms                                 95.1%     95.7%     95.7%      95.9%       96.1%        95.7%      95.3%      95.1%    94.2%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Other Food & Beverage                   .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                              2.3       2.3       2.2        2.2         1.8          2.0        1.1        1.6      2.5
  Minor Operated Departments              .6       1.1        .9        1.2          .8          1.1         .5        1.0      1.3
  Rentals & Other Income                 2.0        .9       1.3         .7         1.3          1.3        3.1        2.2      2.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Revenue                        100.0%    100.0%    100.0%     100.0%      100.0%       100.0%     100.0%     100.0%   100.0%

DEPARTMENTAL EXPENSES
  Rooms                                 25.0%     24.9%     25.5%      23.6%       25.7%        27.1%      28.5%      27.2%    28.3%
  Food & Beverage                         .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                             79.4      72.5      96.4       72.7        97.1         86.5       72.2       68.5     59.4
  Other Departmental Expenses             .9        .6        .5         .5          .7           .5         .6         .8      1.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Expenses           26.5%     26.1%     27.0%      24.7%       27.1%        28.1%      28.6%      27.8%    29.2%
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Profit             73.5%     73.9%     73.0%      75.3%       72.9%        71.9%      71.4%      72.2%    70.8%

UNDISTRIBUTED OPERATING EXPENSES
  Administrative & General              12.1%     10.9%     10.0%       9.7%        9.2%         9.4%       8.3%       8.6%     9.4%
  Marketing                              3.7       3.8       4.7        4.6         4.4          5.0        3.5        4.2      4.9
  Franchise Fee                          2.8       2.5       2.0        2.0         2.1          2.0         .9        2.0      1.7
  Energy                                 7.0       6.4       5.7        5.0         4.9          4.6        4.7        4.7      5.0
  Property Operation & Maintenance       5.8       5.2       5.7        5.6         4.8          5.4        3.8        4.6      5.2
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Undistributed Operating
   Expenses                             31.3%     28.8%     28.1%      26.8%       25.5%        26.4%      21.2%      24.0%    26.0%

  GROSS OPERATING PROFIT                42.2%     45.1%     44.9%      48.5%       47.4%        45.5%      50.2%      48.2%    44.8%

  Management Fees                        2.3%      2.4%      3.2%       2.7%        3.2%         2.5%       3.9%       3.0%     2.8%
- ------------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE FIXED CHARGES*            39.9%     42.7%     41.7%      45.8%       44.2%        43.0%      46.3%      45.2%    42.0%
  Property Taxes                         4.5%      5.2%      3.1%       4.3%        2.6%         4.4%       3.8%       3.4%     3.2%
  Insurance                               .9        .9       1.0         .9         1.0          1.0        1.1        1.0      1.4
  Reserve For Replacement                 .3       1.1       1.1         .1          .2           .3         .1         .5       .6
- ------------------------------------------------------------------------------------------------------------------------------------
AMOUNT AVAILABLE FOR DEBT SERVICE
& OTHER FIXED CHARGES                   34.2%     35.5%     36.5%      40.5%       40.4%        37.3%      41.3%      40.3%    36.8%

Total Fixed Charges* (Including
  Property Taxes & Insurance)           26.9%     25.5%     19.3%      19.5%       14.8%        20.2%      18.0%      23.5%    24.9%
- ------------------------------------------------------------------------------------------------------------------------------------
Pre-Tax Income (Loss)                   13.0%     17.2%     22.4%      26.3%       29.4%        22.8%      28.3%      21.7%    17.1%
====================================================================================================================================
PAYROLL & RELATED EXPENSES
  Rooms                                 17.7%     18.2%     16.9%      15.7%       16.1%        17.7%      19.8%      17.0%    18.7%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                               .0       1.3        .7         .2          .0           .0         .0         .6       .6
  Other Operated Departments              .2        .3        .1         .1          .1           .2         .1         .2       .2
  Administrative & General               4.3       4.3       4.5        4.2         4.0          4.1        4.0        4.4      5.0
  Marketing                              1.7       1.3       1.7        1.6         1.2          1.8        1.9        1.6      1.8
  Property Operations & Maintenance      2.6       2.1       2.5        2.4         2.3          2.3        2.6        2.4      2.6
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Payroll & Related Expenses      25.6%     25.5%     25.0%      23.4%       23.1%        25.3%      27.5%      24.8%    27.2%
</TABLE>

* Total Fixed Charges does not include deductions for Replacements; but does
  include Depreciation and Amortization, Interest, Rent and Equipment Leases.

Expense ratios to sales for departmental expenses are based on their respective
departmental revenues. All other expenses are based on total revenue. Totals may
not add due to rounding.


26
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------   --------------------------------------  ---------------------------
                 Location                                     Price Category                        Size
- ----------------------------------------------   --------------------------------------  ---------------------------
                                                                                         Under 75  75-125   Over 125
 Urban   Suburban   Airport   Highway   Resort   Upscale   Mid-Price   Economy   Budget    Rooms    Rooms     Rooms
<S>       <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>      <C>      <C>       <C>   
 73.2%     73.6%     74.4%     71.3%     70.8%     76.5%     72.4%      71.9%     69.1%    68.4%    73.1%     73.4%
  150       125       134       109       172       133       123        115       109       57      108       159
$70.88    $58.55    $53.02    $49.40    $61.51    $74.44    $54.25     $47.67    $39.99   $52.05   $51.89    $61.05

 94.2%     95.3%     95.3%     96.1%     92.9%     95.1%     95.0%      96.0%     96.3%    96.2%    95.8%     94.8%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.1       2.3       1.8       1.7       2.0       2.5       1.7        1.8       2.1      2.2      1.9       2.1
  1.4       1.2        .7        .6       1.3       1.6       1.0         .6        .5       .6       .8       1.2
  2.2       1.3       2.2       1.6       3.8        .8       2.3        1.6       1.1       .9      1.4       1.9
- --------------------------------------------------------------------------------------------------------------------
100.0%    100.0%    100.0%    100.0%    100.0%    100.0%    100.0%     100.0%    100.0%   100.0%   100.0%    100.0%

 27.3%     25.4%     28.5%     25.9%     28.8%     23.5%     26.9%      26.6%     26.9%    26.2%    25.5%      6.7%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
132.0      68.3      74.3      88.3      86.4      73.8      68.4       91.2      92.9     83.1     83.0      75.2
  1.0        .8        .5        .4       1.4       1.0        .8         .5        .3       .4       .5        .9
- --------------------------------------------------------------------------------------------------------------------
 29.5%     26.6%     29.0%     26.8%     29.9%     25.2%     27.5%      27.7%     28.2%    27.5%    26.5%     27.8%
- --------------------------------------------------------------------------------------------------------------------
 70.5%     73.4%     71.0%     73.2%     70.1%     74.8%     72.5%      72.3%     71.8%    72.5%    73.5%     72.2%

  9.4%      9.6%      9.4%      9.7%     10.6%      9.2%      9.1%       9.8%     10.9%    13.1%     9.3%      9.1%
  4.7       4.9       4.1       3.8       6.3       5.7       4.2        3.8       3.6      3.7      4.4       4.6
  1.5       2.2       1.7       1.6       1.4       2.1       2.2        1.2       1.9      3.5      1.7       1.7
  4.9       5.2       5.0       5.5       5.3       4.5       4.8        5.4       7.2      6.3      5.2       5.1
  5.2       5.0       4.3       5.6       5.1       4.6       4.2        5.5       7.4      5.2      5.5       4.7
- --------------------------------------------------------------------------------------------------------------------
 25.8%     26.8%     24.5%     26.2%     28.7%     26.1%     24.5%      25.8%     30.9%    31.8%    26.1%     25.2%

 44.7%     46.6%     46.5%     47.0%     41.4%     48.7%     48.0%       6.5%      0.9%    40.7%    47.4%     47.0%

  3.3%      3.2%      3.4%      2.7%      3.2%      2.8%      3.8%       2.6%      2.2%     3.4%     2.6%     $3.5%
- --------------------------------------------------------------------------------------------------------------------
 41.4%     43.4%     43.1%     44.3%     38.2%     45.9%     44.2%      43.9%     38.7%    37.3%    44.8%     43.5%

  3.9%      3.7%      4.1%      3.6%      2.1%      3.4%      3.4%       3.9%      4.2%     3.7%     3.6%      3.9%
  1.1       1.0       1.0       1.1       1.2       1.0       1.1        1.0       1.1      1.5      1.0       1.0
   .7        .5        .2        .6        .6        .2        .0         .5       1.2      1.5       .5        .4
- --------------------------------------------------------------------------------------------------------------------
 35.7%     38.2%     37.8%     39.0%     34.3%     41.3%     39.3%      38.5%     32.2%    30.6%    39.7%     38.2%

 17.6%     22.3%     18.2%     19.8%     20.6%     18.4%     21.7%      19.7%     22.0%    33.3%    18.2%     20.4%
- --------------------------------------------------------------------------------------------------------------------
 23.8%     21.1%     24.9%     24.5%     17.6%     27.5%     22.5%      24.2%     16.7%     4.0%    26.6%     23.1%
====================================================================================================================

 17.9%     15.7%     19.7%     18.7%     19.7%     11.9%     18.1%      19.7%     20.8%    18.3%    17.4%     17.2%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.8        .1        .3        .4       5.6        .3        .4        1.2        .0       .0       .3        .9
   .3        .1        .0        .2        .4        .1        .1         .4        .7       .1       .1        .2
  4.0       4.2       4.1       4.6       5.2       3.8       4.0        4.8       4.8      4.9      4.3       4.2
  1.9       1.5       1.9       1.6       3.0       1.5       1.2        2.2       1.7       .3      1.7       2.0
  2.5       2.3       2.4       2.5       2.6       2.1       2.2        2.5       2.8      2.0      2.4       2.5
- --------------------------------------------------------------------------------------------------------------------
 25.6%     23.1%     27.2%     26.9%     29.6%     18.8%     24.7%      28.8%     30.0%    24.9%    25.2%     25.2%
</TABLE>


                                                                              27
<PAGE>

                                                                      ----------
                                                                       SPECIAL
                                                                      SUPPLEMENT
                                                                      ----------

================================================================================
TRENDS IN THE HOTEL INDUSTRY
United States Cities 1995 and 1996 Projections
================================================================================

<TABLE>
<CAPTION>
                                         Occupancy                    Average Daily Rate
                                ---------------------------------------------------------------
                                 1994     1995        1996       1994       1995        1996
                                Actual  Estimated   Projected   Actual    Estimated   Projected
                                ---------------------------------------------------------------
<S>                              <C>       <C>         <C>      <C>        <C>         <C>   
South Central Cities
   Austin, TX                    74.4%     76.0%       75.0%    $63.13     $65.50      $68.00
   Baton Rouge, LA               66.4      67.0        67.0      49.78      51.75       54.00
   Birmingham, AL                68.4      68.6        69.0      57.00      59.75       60.75
   Corpus Christi, TX            63.7      67.0        66.0      53.45      55.00       57.00
   Dallas/Fort Worth, TX         68.5      70.0        70.0      72.31      76.00       79.00
   El Paso, TX                   72.8      72.5        73.0      43.76      44.50       46.00
   Houston, TX                   64.3      64.0        65.0      67.32      71.00       74.00
   Jackson, MS                   65.6      65.0        67.0      48.90      49.20       51.00
   Knoxville, TN                 63.4      64.7        65.7      55.38      56.49       57.25
   Little Rock, AR               64.4      61.0        61.5      45.32      48.25       49.00
   Memphis, TN                   70.8      71.0        73.0      63.05      65.95       66.75
   Nashville, TN                 78.0      82.8        84.0      93.32      97.62       99.00
   New Orleans, LA               73.4      73.5        75.0      89.61      92.75       95.00
   Oklahoma City, OK             62.0      66.3        67.5      46.47      49.21       51.00
   San Antonio, TX               71.5      71.0        72.0      69.79      71.75       74.00
   Tulsa, OK                     58.8      59.2        61.0      56.79      58.54       59.00
                               -----------------       ---------------     ------------------
             Subtotal            68.6%     69.3%       70.0%    $69.56     $72.66      $75.28

Mountain and Pacific Cities

   Albuquerque, NM               73.4%     71.3%       73.0%    $63.28     $67.24      $68.00
   Billings, MT                  60.2      60.4        62.0      48.58      49.35       52.00
   Boise, ID                     75.5      75.0        75.0      58.00      62.00       64.00
   Colorado Springs, CO          69.3      69.7        71.2      59.31      62.33       63.75
   Denver, CO                    72.0      74.0        75.0      64.42      69.72       71.00
   Great Falls, MT               60.0      65.2        66.0      48.29      48.02       50.00
   Honolulu, HI                  81.1      80.2        80.5      98.82     105.00      110.00
   Los Angeles, CA               66.3      67.0        68.0      83.05      85.00       88.00
   Orange County, CA             65.5      69.0        70.0      76.50      77.34       80.24
   Phoenix, AZ                   71.4      72.9        73.0      90.13      99.34      100.00
   Portland, OR                  75.0      77.0        75.0      85.00      89.00       92.00
   Sacramento, CA                71.3      70.9        72.0      70.09      74.88       77.00
   Salt Lake City, UT            79.7      78.9        80.0      58.44      62.28       64.75
   San Diego County, CA          67.1      70.0        71.0      77.71      81.00       84.00
   San Francisco, CA             70.1      73.8        75.7     105.92     108.68      112.50
   Santa Fe, NM                  71.2      70.5        71.5     109.21     108.45      109.75
   Scottsdale, AZ                70.9      72.8        73.0     112.76     121.21      123.50
   Seattle, WA                   75.5      77.0        78.0     100.00     104.00      107.00
   Tucson, AZ                    69.2      71.6        72.0      74.25      78.68       79.00

             Subtotal            71.2%     72.5%       73.2%    $84.25     $88.41      $91.19
                               -----------------       ---------------     ------------------
             Total Cities        70.1%     71.3%       72.1%    $83.65     $87.51      $90.64
                               -----------------       ---------------     ------------------
             National Average*   68.9%     70.2%       71.2%    $81.68     $85.24      $88.10
</TABLE>

================================================================================

* Average property size: 210 rooms.


                                                                              15
<PAGE>

                                   Spokane, WA
                           JANUARY 1989 SEPTEMBER 1996
SOURCE: SMITH TRAVEL RESEARCH                                          11/07/96
<TABLE>
<CAPTION>
                OCCUPANCY            ROOM RATE             ROOM SUPPLY               ROOM DEMAND             ROOM REVENUE
                -------------------  -------------------   -----------------------   ---------------------   -----------------------
                CURRENT PRIOR  %     CURRENT  PRIOR  %     CURRENT    PRIOR    %     CURRENT    PRIOR  %      CURRENT  PRIOR     %
YEAR MONTH      YEAR    YEAR   CHNG  YEAR     YEAR   CHNG  YEAR       YEAR     CHNG  YEAR        YEAR  CHNG   YEAR     YEAR     CHNG
- ---- -----      ----    ----   ----  ----     ----   ----  ----       ----     ----  ----        ----  ----   ----     ----     ----
<C>  <S>          <C>   <C>    <C>    <C>    <C>    <C>    <C>      <C>       <C>    <C>      <C>     <C>   <C>       <C>      <C>
1990 January      43.2  45.5  -5.1    42.21  39.60  6.6     133610   125054   6.8      57784    56847  1.6   2438920   2251043   8.3
1990 February     50.2  49.9    .6    42.27  40.74  3.8     120680   112952   6.8      60631    56355  7.6   2562843   2296035  11.6
1990 March        64.8  58.7  10.4    43.77  40.85  7.1     133610   129673   3.0      86631    76122 13.8   3792175   3109789  21.9
1990 April        63.7  61.2   4.1    44.36  42.02  5.6     129300   125490   3.0      82403    76809  7.3   3655332   3227200  13.3
1990 May          73.5  66.3  10.9    46.16  42.77  7.9     133610   129673   3.0      98157    86030 14.1   4530468   3679432  23.1
1990 June         75.3  72.3   4.1    46.16  43.17  6.9     133020   125490   6.0     100198    90674 10.5   4625595   3914014  18.2
1990 July         82.0  79.5   3.1    47.06  44.71  5.3     139934   129673   7.9     114812   103054 11.4   5403246   4607961  17.3
1990 August       91.4  87.4   4.6    49.08  45.13  8.8     139934   133610   4.7     127915   116800  9.5   6278676   5270635  19.1
1990 September    75.5  78.8  -4.2    46.61  43.37  7.5     135420   129300   4.7     102185   101918   .3   4762527   4420160   7.7
1990 October      74.7  72.5   3.0    44.62  43.47  2.6     142445   133610   6.6     106379    96840  9.9   4746909   4210075  12.8
1990 November     62.8  57.0  10.2    42.68  42.25  1.0     137850   129300   6.6      86604    73642 17.6   3696009   3111413  18.8
1990 December     54.9  53.8   2.0    43.08  42.30  1.8     142445   133610   6.6      78270    71817  9.0   3371730   3037840  11.0
                  ------------------------------------------------------------------------------------------------------------------
     TOTAL 1990   67.9  65.5   3.7    45.25  42.84  5.6    1621858  1537435   5.5    1101969  1006908  9.4  49864430  43135597  15.6

      ROOM SAMPLE PERCENT - 45.9 %           Number of Sample Properties -      17     Number of Census Properties -     40

1991 January      45.7  43.2   5.8    42.12  42.21 - .2     142445   133610   6.6      65107    57784 12.7   2742103   2438920  12.4
1991 February     55.1  50.2   9.8    42.92  42.27  1.5     128660   120680   6.6      70872    60631 16.9   3042138   2562843  18.7
1991 March        65.7  64.8   1.4    41.48  43.77 -5.2     142445   133610   6.6      93554    86631  8.0   3880294   3792175   2.3
1991 April        73.4  63.7  15.2    44.36  44.36   .0     137850   129300   6.6     101172    82403 22.8   4488034   3655332  22.8
1991 May          76.7  73.5   4.4    47.34  46.16  2.6     142445   133610   6.6     109262    98157 11.3   5172243   4530468  14.2
1991 June         85.3  75.3  13.3    46.63  46.16  1.0     137850   133020   3.6     117626   100198 17.4   5484809   4625595  18.6
1991 July         86.9  82.0   6.0    48.04  47.06  2.1     142445   139934   1.8     123752   114812  7.8   5945073   5403246  10.0
1991 August       94.3  91.4   3.2    50.41  49.08  2.7     142445   139934   1.8     134395   127915  5.1   6775426   6278676   7.9
1991 September    88.1  75.5  16.7    48.21  46.61  3.4     137850   135420   1.8     121425   102185 18.8   5853602   4762527  22.9
1991 October      76.1  74.7   1.9    48.24  44.62  8.1     142445   142445    .0     108340   106379  1.8   5225799   4746909  10.1
1991 November     69.1  62.8  10.0    46.00  42.68  7.8     137850   137850    .0      95300    86604 10.0   4383990   3696009  18.6
1991 December     58.2  54.9   6.0    44.43  43.08  3.1     142445   142445    .0      82899    78270  5.9   3683572   3371730   9.2
                  ------------------------------------------------------------------------------------------------------------------
     TOTAL 1991   73.0  67.9   7.5    46.32  45.25  2.4    1677175  1621858   3.4    1223704  1101969 11.0  56677083  49864430  13.7

     ROOM SAMPLE PERCENT -  40.7 %        Number of Sample Properties -      15     Number of Census Properties -     40
</TABLE>
<PAGE>

                                   Spokane, WA
                           JANUARY 1989 SEPTEMBER 1996
SOURCE: SMITH TRAVEL RESEARCH                                          11/07/96
<TABLE>
<CAPTION>
                OCCUPANCY            ROOM RATE             ROOM SUPPLY               ROOM DEMAND             ROOM REVENUE
                -------------------  -------------------   -----------------------   ---------------------   -----------------------
                CURRENT PRIOR  %     CURRENT  PRIOR  %     CURRENT    PRIOR    %     CURRENT    PRIOR  %      CURRENT  PRIOR     %
YEAR MONTH      YEAR    YEAR   CHNG  YEAR     YEAR   CHNG  YEAR       YEAR     CHNG  YEAR        YEAR  CHNG   YEAR     YEAR     CHNG
- ---- -----      ----    ----   ----  ----     ----   ----  ----       ----     ----  ----        ----  ----   ----     ----     ----
<C>  <S>          <C>   <C>    <C>    <C>    <C>    <C>    <C>      <C>       <C>    <C>      <C>     <C>   <C>       <C>      <C>
1992 January      47.4  45.7    3.7   44.00  42.12   4.5   146506   142445   2.9      69482    65107   6.7   3057493   2742103  11.5
1992 February     57.0  55.1    3.4   49.70  42.92  15.8   132328   128660   2.9      75478    70872   6.5   3751237   3042138  23.3
1992 March        66.9  65.7    1.8   46.88  41.48  13.0   146506   142445   2.9      98046    93554   4.8   4596581   3880294  18.5
1992 April        67.2  73.4   -8.4   48.14  44.36   8.5   141780   137850   2.9      95265   101172  -5.8   4585751   4488034   2.2
1992 May          73.2  76.7   -4.6   50.15  47.34   5.9   146506   142445   2.9     107227   109262  -1.9   5377063   5172243   4.0
1992 June         81.0  85.3   -5.0   50.50  46.63   8.3   141780   137850   2.9     114832   117626  -2.4   5798525   5484809   5.7
1992 July         89.7  86.9    3.2   51.21  48.04   6.6   146506   142445   2.9     131363   123752   6.2   6727490   5945073  13.2
1992 August       91.6  94.3   -2.9   52.83  50.41   4.8   146506   142445   2.9     134248   134395   -.1   7092509   6775426   4.7
1992 September    84.3  88.1   -4.3   51.35  48.21   6.5   141780   137850   2.9     119577   121425  -1.5   6140291   5853602   4.9
1992 October      76.0  76.1   - .1   50.37  48.24   4.4   146506   142445   2.9     111323   108340   2.8   5606829   5225799   7.3
1992 November     61.2  69.1  -11.4   47.50  46.00   3.3   141780   137850   2.9      86817    95300  -8.9   4123464   4383990  -5.9
1992 December     54.1  58.2   -7.0   46.89  44.43   5.5   146506   142445   2.9      79232    82899  -4.4   3715381   3683572    .9
                  ------------------------------------------------------------------------------------------------------------------
     TOTAL 1992   70.9  73.0   -2.9   49.53  46.32   6.9  1724990  1677175   2.9    1222890  1223704   -.1  60572614  56677083   6.9

      ROOM SAMPLE PERCENT - 45.9 %           Number of Sample Properties -      18     Number of Census Properties -    41

1993 January      46.5  47.4   -1.9   46.85  44.00   6.5   146506   146506    .0      68071    69482  -2.0   3188955   3057493   4.3
1993 February     55.0  57.0   -3.5   46.63  49.70  -6.2   132328   132328    .0      72831    75478  -3.5   3396183   3751237  -9.5
1993 March        68.7  66.9    2.7   49.33  46.88   5.2   146506   146506    .0     100628    98046   2.6   4963743   4596581   8.0
1993 April        68.5  67.2    1.9   50.37  48.14   4.6   141780   141780    .0      97101    95265   1.9   4890606   4585751   6.6
1993 May          71.1  73.2   -2.9   52.18  50.15   4.0   146506   146506    .0     104129   107227  -2.9   5433327   5377063   1.0
1993 June         83.4  81.0    3.0   52.43  50.50   3.8   141780   141780    .0     118308   114832   3.0   6202938   5798525   7.0
1993 JuLy         87.5  89.7   -2.5   53.65  51.21   4.8   146506   146506    .0     128205   131363  -2.4   6878053   6727490   2.2
1993 August       90.4  91.6   -1.3   53.75  52.83   1.7   146506   146506    .0     132454   134248  -1.3   7119911   7092509    .4
1993 September    84.4  84.3     .1   51.75  51.35    .8   141780   141780    .0     119636   119577    .0   6191616   6140291    .8
1993 October      74.2  76.0   -2.4   50.88  50.37   1.0   146506   146506    .0     108635   111323  -2.4   5527591   5606829  -1.4
1993 November     66.0  61.2    7.8   49.64  47.50   4.5   141780   141780    .0      93589    86817   7.8   4645825   4123464  12.7
1993 December     56.4  54.1    4.3   47.50  46.89   1.3   146506   146506    .0      82633    79232   4.3   3925089   3715381   5.6
                  ------------------------------------------------------------------------------------------------------------------
     TOTAL 1993   71.1  70.9     .3   50.86  49.53   2.7  1724990  1724990    .0    1226220  1222890    .3  62363837  60572614   3.0

     ROOM SAMPLE PERCENT - 45.9 %       Number of SampLe Properties -      18     Number of Census Properties -    41
</TABLE>
<PAGE>

                                   Spokane, WA
                           JANUARY 1989 SEPTEMBER 1996
SOURCE: SMITH TRAVEL RESEARCH                                          11/07/96
<TABLE>
<CAPTION>
                OCCUPANCY            ROOM RATE             ROOM SUPPLY               ROOM DEMAND             ROOM REVENUE
                -------------------  -------------------   -----------------------   ---------------------   -----------------------
                CURRENT PRIOR  %     CURRENT  PRIOR  %     CURRENT    PRIOR    %     CURRENT    PRIOR  %      CURRENT  PRIOR     %
YEAR MONTH      YEAR    YEAR   CHNG  YEAR     YEAR   CHNG  YEAR       YEAR     CHNG  YEAR        YEAR  CHNG   YEAR     YEAR     CHNG
- ---- -----      ----    ----   ----  ----     ----   ----  ----       ----     ----  ----        ----  ----   ----     ----     ----
<C>  <S>          <C>   <C>    <C>    <C>    <C>    <C>    <C>      <C>       <C>    <C>      <C>     <C>   <C>       <C>      <C>
1994 January      50.2    46.5   8.0  48.05  46.85   2.6   146506    146506    .0     73507    68071    8.0   3532344   3188955 10.8
1994 February     57.1    55.0   3.8  49.67  46.63   6.5   132328    132328    .0     75518    72831    3.7   3751088   3396183 10.5
1994 March        67.1    68.7  -2.3  50.39  49.33   2.1   146506    146506    .0     98301   100628   -2.3   4953121   4963743 - .2
1994 ApriL        71.8    68.5   4.8  52.62  50.37   4.5   141780    141780    .0    101744    97101    4.8   5353828   4890606  9.5
1994 May          72.3    71.1   1.7  54.84  52.18   5.1   150195    146506   2.5    108598   104129    4.3   5955405   5433327  9.6
1994 June         77.5    83.4  -7.1  53.51  52.43   2.1   145350    141780   2.5    112591   118308   -4.8   6024934   6202938 -2.9
1994 JuLy         83.7    87.5  -4.3  56.06  53.65   4.5   150195    146506   2.5    125751   128205   -1.9   7049885   6878053  2.5
1994 August       88.1    90.4  -2.5  56.16  53.75   4.5   150195    146506   2.5    132281   132454   - .1   7428517   7119911  4.3
1994 September    85.5    84.4   1.3  55.33  51.75   6.9   145350    141780   2.5    124225   119636    3.8   6872768   6191616 11.0
1994 October      69.9    74.2  -5.8  53.54  50.88   5.2   150195    146506   2.5    105034   108635   -3.3   5623887   5527591  1.7
1994 November     61.7    66.0  -6.5  52.57  49.64   5.9   145350    141780   2.5     89699    93589   -4.2   4715092   4645825  1.5
1994 December     53.3    56.4  -5.5  51.47  47.50   8.4   150195    146506   2.5     79983    82633   -3.2   4117042   3925089  4.9
                  ------------------------------------------------------------------------------------------------------------------
     TOTAL 1994   70.0    71.1  -1.5  53.27  50.86   4.7  1754145   1724990   1.7   1227232  1226220     .1  65377911  62363837  4.8

      ROOM SAMPLE PERCENT - 47.3 %           Number of Sample Properties -      19     Number of Census Properties -     42

1995 January      47.9    50.2  -4.6  49.92  48.05   3.9   150195    146506   2.5     72017    73507   -2.0   3595118   3532344  1.8
1995 February     54.9    57.1  -3.9  50.94  49.67   2.6   135660    132328   2.5     74411    75518   -1.5   3790555   3751088  1.1
1995 March        66.2    67.1  -1.3  52.27  50.39   3.7   150195    146506   2.5     99479    98301    1.2   5199427   4953121  5.0
1995 April        64.1    71.8 -10.7  54.32  52.62   3.2   145350    141780   2.5     93120   101744   -8.5   5058284   5353828 -5.5
1995 May          69.6    72.3  -3.7  56.14  54.84   2.4   152892    150195   1.8    106360   108598   -2.1   5970874   5955405   .3
1995 June         78.2    77.5    .9  56.09  53.51   4.8   147960    145350   1.8    115774   112591    2.8   6493823   6024934  7.8
1995 July         76.2    83.7  -9.0  55.69  56.06  - .7   152892    150195   1.8    116497   125751   -7.4   6487883   7049885 -8.0
1995 August       84.1    88.1  -4.5  56.07  56.16  - .2   152892    150195   1.8    128631   132281   -2.8   7212904   7428517 -2.9
1995 September    82.8    85.5  -3.2  54.86  55.33  - .8   147960    145350   1.8    122475   124225   -1.4   6718900   6872768 -2.2
1995 October      69.2    69.9  -1.0  55.07  53.54   2.9   152892    150195   1.8    105828   105034     .8   5827471   5623887  3.6
1995 November     58.4    61.7  -5.3  54.43  52.57   3.5   147960    1453S0   1.8     86382    89699   -3.7   4701669   4715092 - .3
1995 December     51.5    53.3  -3.4  52.37  51.47   1.7   152892    150195   1.8     78699    79983   -1.6   4121285   4117042   .1
                  ------------------------------------------------------------------------------------------------------------------
     TOTAL 1995   67.0    70.0  -4.3  54.33  53.27   2.0  1789740   1754145   2.0   1199673  1227232   -2.2  65178193  65377911 - .3

     ROOM SAMPLE PERCENT - 46.4 %          Number of Sample Properties -      19     Number of Census Properties -     43
</TABLE>
<PAGE>

                                   Spokane, WA
                           JANUARY 1989 SEPTEMBER 1996
SOURCE: SMITH TRAVEL RESEARCH                                          11/07/96
<TABLE>
<CAPTION>
                OCCUPANCY            ROOM RATE             ROOM SUPPLY               ROOM DEMAND             ROOM REVENUE
                -------------------  -------------------   -----------------------   ---------------------   -----------------------
                CURRENT PRIOR  %     CURRENT  PRIOR  %     CURRENT    PRIOR    %     CURRENT    PRIOR  %      CURRENT  PRIOR     %
YEAR MONTH      YEAR    YEAR   CHNG  YEAR     YEAR   CHNG  YEAR       YEAR     CHNG  YEAR        YEAR  CHNG   YEAR     YEAR     CHNG
- ---- -----      ----    ----   ----  ----     ----   ----  ----       ----     ----  ----        ----  ----   ----     ----     ----
<C>  <S>          <C>   <C>    <C>    <C>    <C>    <C>    <C>      <C>       <C>    <C>      <C>     <C>   <C>       <C>      <C>
1996 January      48.5  47.9     1.3  53.27  49.92  6.7     152892   150195   1.8     74181    72017    3.0   3951571  3595118   9.9
1996 February     53.1  54.9    -3.3  54.22  50.94  6.4     138096   135660   1.8     73348    74411   -1.4   3977174  3790555   4.9
1996 March        63.8  66.2    -3.6  55.82  52.27  6.8     155248   150195   3.4     99082    99479   - .4   5530371  5199427   6.4
1996 April        62.3  64.1    -2.8  58.29  54.32  7.3     150240   145350   3.4     93632    93120     .5   5457595  5058284   7.9
1996 May          64.8  69.6    -6.9  61.33  56.14  9.2     155248   152892   1.5    100546   106360   -5.5   6166754  5970874   3.3
1996 June         77.9  78.2    - .4  61.06  56.09  8.9     150240   147960   1.5    117060   115774    1.1   7147236  6493823  10.1
1996 July         78.9  76.2     3.5  60.51  55.69  8.7     155248   152892   1.5    122554   116497    5.2   7415174  6487883  14.3
1996 August       80.4  84.1    -4.4  61.35  56.07  9.4     157728   152892   3.2    126777   128631   -1.4   7777948  7212904   7.8
1996 September    69.9  82.8   -15.6  59.04  54.86  7.6     152640   147960   3.2    106705   122475  -12.9   6299884  6718900  -6.2
                  ------------------------------------------------------------------------------------------------------------------
     TOTAL 1996   66.8  69.5    -3.9  58.79  54.40  8.1    1367580  1335996   2.4    913885   928764   -1.6  53723707 50527768   6.3

     ROOM SAMPLE PERCENT - 43.2 %           Number of Sample Properties -      17     Number of Census Properties -    45
</TABLE>

SOURCE: SMITH TRAVEL RESEARCH -  The information contained in this report is
                                 based upon independent surveys and research
                                 from sources considered reliable but no
                                 representation is made as to its completeness
                                 or accuracy. This information is in no way to
                                 be construed as a recommendation by Smith
                                 Travel Research of any industry standard and is
                                 intended solely for the internal purposes of
                                 your company and should not be published in any
                                 manner unless authorized by Smith Travel
                                 Research.
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN
                                   Spokane, WA                 11/07/96 Page: 1
<TABLE>
<CAPTION>
                                                                                        
                                                                  Zip                   
STR CODE    Name of Establishment            City              ST Code  Telephone       
- ----------  -------------------------------  ----------------- -- ----- --------------  
    <C>     <S>                              <C>               <C><C>    <C>            
    32929   SOLAR WORLD II                   AIRWAY HEIGHTS    WA 99001  (509) 244-3535 
    22055   WILLOW SPRINGS MOTEL             CHENEY            WA 99004  (509) 235-5138 
     6217   COMFORT INN VALLEY/VERADALE      SPOKANE           WA 99037  (509) 924-3838 
    17951   CAVANAUGH'S INN AT PARK          SPOKANE           WA 99201  (509) 326-8000 
    32724   BEST WESTERN NORTHPOINT MINI S   SPOKANE           WA 99201  (509) 468-4201 
    33478   TRAVELOOGE SPOKANE               SPOKANE           WA 99201  (509) 623-9727 
     3139   RED LION SPOKANE                 SPOKANE           WA 99201  (509) 455-9600 
    15513   HOLIDAY INN EXPRESS SPOKANE      SPOKANE           WA 99202  (509) 328-8505 
    17943   CAVANAUGHS RIVER INN             SPOKANE           WA 99202  (509) 326-5577 
    17952   SHILO INN                        SPOKANE           WA 99202  (509) 535-7601 
    21109   SHAMROCK MOTEL                   SPOKANE           WA 99202  (509) 535-0388 
    25729   COURTYARD SPOKANE                SPOKANE           WA 99202  (509) 456-7600 
    31026   FAIRFIELD INN SPOKANE            SPOKANE           WA 99202  (509) 747-9131 
     1222   CAVANAUGH'S SPOKANE DOWNTOWN     SPOKANE           WA 99202  (509) 838-6101 
    12551   SUNTREE INN                      SPOKANE           WA 99202  (509) 838-6630 
    28430   SHILO INN SPOKANE                SPOKANE           WA 99202  (509) 535-9000 
     3769   BEST WESTERN THUNDERBIRD INN     SPOKANE           WA 99204  (509) 747-2011 
     3770   BEST WESTERN TRADE WINDS DOWNT   SPOKANE           WA 99204  (509) 838-2091 
     5045   NENOELS VALU INN/SPOKANE         SPOKANE           WA 99204  (509) 838-2026 
     8048   RAMADA SPOKANE                   SPOKANE           WA 99204  (509) 838-5211 
    15357   ROOEWAY INN CITY CENTER/SPOKAN   SPOKANE           WA 99204  (509) 838-8271 
    17945   JEFFERSON HOUSE MOTEL            SPOKANE           WA 99204  (509) 624-4142 
    17946   CLOSED KINGSPORT INN             SPOKANE           WA 99204  (509) 838-4221 
    17949   TOWN CENTRE                      SPOKANE           WA 99204  (509) 747-1041 
    17950   WEST WYNN MOTEL                  SPOKANE           WA 99204  (509) 747-3037 
    19854   HAMPTON INN SPOKANE              SPOKANE           WA 99204  (509) 747-1100 
    28083   SUPER 8 SPOKANE WEST             SPOKANE           WA 99204  (509) 838-8800 
    32886   BEST WESTERN PEPPERTREE AIRPOR   SPOKANE           WA 99204  (509) 624-4655 
    33439   HOLIDAY INN EXPRESS SPOKANE      SPOKANE           WA 99204                 
    17953   WESTCOAST RIOPATH HOTEL          SPOKANE           WA 99204  (509) 838-2711 
    17944   SUNTREE 8 INN                    SPOKANE           WA 99204  (509) 838-8504 
     1223   SIERRA HOTEL                     SPOKANE           WA 99204  (509) 747-2021 
     6618   MOTEL 6 SPOKANE                  SPOKANE           WA 99204  (509) 459-6120 
     6216   FRIENDSHIP INN AIRPORT/SPOKANE   SPOKANE           WA 99204  (509) 838-1471 
     9457   STARLITE MOTEL                   SPOKANE           WA 99204  (509) 747-7186 
     3771   BEST WESTERN TRADE WINOS NORTH   SPOKANE           WA 99207  (509) 326-5500 
    32928   SOLAR WORLD I                    SPOKANE           WA 99208  (509) 468-1207 
    21370   QUALITY OAKWOOO                  SPOKANE           WA 99208  (509) 467-4900 

<CAPTION>

                                                         RESPONSE REPORT                      Report # Res-14
                                                        ------ 1995 ------- ------------------- 1996 ------------------
STR CODE    Name of Establishment            YEAR ROOMS SEP OCT  NOV  DEC   JAN  FEB  MAR  APR  MAY   JUN  JUL  AUG SEP
- ----------  ------------------------------- ----- ----- ------------------- -------------------------------------------
    <C>     <S>                              <C>  <C>  <C> <C>   <C>  <C>   <C>  <C>  <C>  <C>  <C>   <C>  <C>  <C>  <C>
    32929   SOLAR WORLD II                   9006  92
    22055   WILLOW SPRINGS MOTEL                   44
     6217   COMFORT INN VALLEY/VERADALE            76   X   X     X    X     X    X    X    X    X     X    X    X    X
    17951   CAVANAUGH'S INN AT PARK                430
    32724   BEST WESTERN NORTHPOINT MINI S   9603  76
    33478   TRAVELOOGE SPOKANE               9608  80
     3139   RED LION SPOKANE                       370  X   X          X     X    X    X    X    X     X    X    X    X
    15513   HOLIDAY INN EXPRESS SPOKANE      9405  119  X   X     X    X     X    X    X    X          X    X    X    X
    17943   CAVANAUGHS RIVER INN                   250
    17952   SHILO INN                              105
    21109   SHAMROCK MOTEL                   3900  14   X   X     X    X     X
    25729   COURTYARD SPOKANE                8903  149  X   X     X    X     X    X    X    X    X     X    X    X    X
    31026   FAIRFIELD INN SPOKANE            9505  87   X   X     X    X     X    X    X    X    X     X    X    X    X
     1222   CAVANAUGH'S SPOKANE DOWNTOWN           151
    12551   SUNTREE INN                      8804  80
    28430   SHILO INN SPOKANE                8812  105
     3769   BEST WESTERN THUNDERBIRD INN     6400  89   X   X     X    X     X    X    X    X    X     X    X    X    X
     3770   BEST WESTERN TRADE WINDS DOWNT   6200  59
     5045   NENOELS VALU INN/SPOKANE               54
     8048   RAMADA SPOKANE                         167  X   X     X    X     X    X    X    X    X     X    X    X    X
    15357   ROOEWAY INN CITY CENTER/SPOKAN   9010  81   X   X     X    X     X    X    X    X    X               X    X
    17945   JEFFERSON HOUSE MOTEL                  55
    17946   CLOSED KINGSPORT INN                   0
    17949   TOWN CENTRE                            36
    17950   WEST WYNN MOTEL                        35
    19854   HAMPTON INN SPOKANE              9201  131  X   X     X    X     X    X    X    X    X     X    X    X    X
    28083   SUPER 8 SPOKANE WEST             9007  80
    32886   BEST WESTERN PEPPERTREE AIRPOR         99
    33439   HOLIDAY INN EXPRESS SPOKANE      9613  60
    17953   WESTCOAST RIOPATH HOTEL                350
    17944   SUNTREE 8 INN                          52
     1223   SIERRA HOTEL                     6406  137  X   X     X    X     X    X    X    X    X     X    X    X
     6618   MOTEL 6 SPOKANE                        121  X   X     X    X     X    X    X    X    X     X    X    X    X
     6216   FRIENDSHIP INN AIRPORT/SPOKANE         89   X   X     X          X    X    X    X    X     X    X    X    X
     9457   STARLITE MOTEL                         88
     3771   BEST WESTERN TRADE WINOS NORTH   7300  63
    32928   SOLAR WORLD I                    9006  32
    21370   QUALITY OAKWOOO                  8712  132  X   X     X    X     X    X    X    X    X     X    X    X    X

</TABLE>
<PAGE>
                         LIST OF PROPERTIES INCLUDED IN
                                   Spokane, WA                11/07/96 Page: 2
<TABLE>
<CAPTION>
                                                                                        
                                                                  Zip                   
STR CODE    Name of Establishment            City              ST Code  Telephone       
- ----------  -------------------------------  ----------------- -- ----- --------------  
    <C>     <S>                              <C>               <C><C>    <C>            
     6215   COMFORT INN SPOKANE NORTH        SPOKANE           WA 99208  (509) 467-7111 
    21637   QUALITY VALLEY SUITES            SPOKANE           WA 99212  (509) 928-5218 
    33440   HOLIDAY INN EXPRESS SPOKANE      SPOKANE           WA 99212                 
    17948   PARK LANE MOTEL                  SPOKANE           WA 99212  (509) 535-1626 
     8114   COMFORT INN SPOKANE              SPOKANE           WA 99212  (509) 535-7185 
    27173   RED TOP INN                      SPOKANE           WA 99212  (509) 926-5728 
     8831   SUPER 8 SPOKANE/VALLEY           SPOKANE           WA 99212  (509) 928-4888 
    11241   DAYS INN SPOKANE                 SPOKANE           WA 99212  (509) 926-5399 
     9669   RED LION SPOKANE/INN             SPOKANE           WA 99216  (509) 924-9000 
    31954   APPLE TREE INN                   SPOKANE           WA 99218  (509) 466-3020 
                                                                                        

<CAPTION>
                                                          RESPONSE REPORT                      Report # Res-14
                                                         ------ 1995 ------- ------------------- 1996 ------------------
STR CODE    Name of Establishment             YEAR ROOMS SEP OCT  NOV  DEC   JAN  FEB  MAR  APR  MAY   JUN  JUL  AUG SEP
- ----------  -------------------------------  ----- ----- ------------------- -------------------------------------------
    <C>     <S>                               <C>  <C>  <C> <C>   <C>  <C>   <C>  <C>  <C>  <C>  <C>   <C>  <C>  <C>  <C>
     6215   COMFORT INN SPOKANE NORTH         8406  96   X    X    X    X     X    X    X    X    X     X    X    X    X
    21637   QUALITY VALLEY SUITES             8908  127  X    X    X    X     X    X    X    X    X     X    X    X    X
    33440   HOLIDAY INN EXPRESS SPOKANE       9613  102
    17948   PARK LANE MOTEL                   3900  28   X    X    X    X     X
     8114   COMFORT INN SPOKANE               8809  35   X    X    X    X     X    X    X    X    X     X    X    X    X
    27173   RED TOP INN                             35
     8831   SUPER 8 SPOKANE/VALLEY            8206  189
    11241   DAYS INN SPOKANE                        92   X    X    X    X     X    X    X    X    X     X    X    X    X
     9669   RED LION SPOKANE/INN                    237  X    X    X    X     X    X    X    X    X     X    X    X    X
    31954   APPLE TREE INN                          71
                                                  ----
                                                  5250   X - Denotes data received by Smith Travel Research.
</TABLE>



================================================================================


                                APPRAISAL REPORT
                                 SHILO INN HOTEL


                                   Located At
                            3223 BRET CLODFELTER WAY
                               THE DALLES, OREGON


                                      As Of
                                DECEMBER 1, 1996


                                  Prepared for:
                                     KEYCORP
                           REAL ESTATE CAPITAL MARKETS
                          700 FIFTH AVENUE, 52nd FLOOR
                            SEATTLE, WASHINGTON 98104


                                  Prepared by:
                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106


================================================================================
<PAGE>

                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106
                            TELEPHONE: (818) 795-5087

December 9, 1996

Mr. David Thatcher
Senior Vice President
KeyCorp
Real Estate Capital Markets
700 Fifth Avenue, 52nd Floor
Seattle, Washington  98104

Re:     Appraisal Report of Shilo Inn
        3223 Bret Clodfelter Way
        The Dalles, OR 97058-4673

Dear Mr. Thatcher:

In conjunction with the above captioned appraisal report ("Report"), we have
conducted the required investigation, gathered the necessary data, and made
certain analyses that were used in forming the opinion of the market value of
the above referenced Property.

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral to secure a proposed
loan. This Report is intended to comply with the requirements of the Uniform
Standards of Professional Appraisal Practice (USPAP), as promulgated by the
Appraisal Standards Board of the Appraisal Foundation.

The purpose of this Report is to express our opinion of the market value of the
Property subject to the definitions of value, the assumptions and limiting
conditions and the certification contained in the attached Report. The Report:

      o     May be relied upon by Merrill Lynch Mortgage Capital Inc. in
            determining whether to make a loan(s) evidenced by a note ("Property
            Note") secured by the Property;

      o     May be relied upon by any purchaser in determining whether to
            purchase the Property Notes for these transactions from Merrill
            Lynch Mortgage Capital Inc.;

      o     May be relied upon by any Rating Agency in rating securities issued
            by Merrill Lynch Mortgage Capital Inc. and representing an interest
            in the Property Notes;

- ----------
<PAGE>

Mr. David Thatcher
December 9, 1996
Page -2-

      o     May be included with and referred to in materials offering the
            Property Notes or an interest in the Property Notes for sale.

The subject property is a five building hotel/restaurant complex which contains
112 rooms and is located at 3223 Bret Clodfelter Way, City of The Dalles, Wasco
County, Oregon 97058. Bret Clodfelter Way is a frontage road that runs parallel
to US Highway 84. The subject site is comprised of five assessor parcels
containing 11.92 acres, with a net area of 6.18 acres. The site has
approximately 582.15 feet of frontage on the north side of Bret Clodfelter Way
and 789.31 feet of frontage along the Columbia River. The improvements are
comprised of five interconnected, 2-story buildings of good quality, Class D
construction containing 78,566 square feet of improved area. The property is
owned and operated by the Shilo Inn Hotel Group (Mark S. Hemstreet).

The subject property and comparables were last inspected November 13, 1996.
Based on the investigation and analysis outlined in the report and subject to
the assumptions and limiting conditions as set forth within the context of this
report, the estimated market value of the Fee Simple Estate, as a going concern
with existing furniture, fixture and equipment, As Is, as of December 1, 1996
was:

                                   $5,350,000
                                   ==========
                FIVE MILLION THREE HUNDRED FIFTY THOUSAND DOLLARS

The report that follows sets forth the identification of the property, the
assumptions and limiting conditions, pertinent facts regarding the area and the
subject property, comparable data and the reasoning leading to the conclusions
set forth.

Sincerely,


M. Hammad, MAI
Certified General Appraiser
CA No. AG002849
OR No. TNR0314


                                                                         Page ii
<PAGE>

3223 Bret Clodfelter Way, The Dalles, OR


                                TABLE OF CONTENTS

ASSUMPTIONS AND LIMITING CONDITIONS                                            V

SALIENT FACTS AND CONCLUSIONS                                                VII

SUBJECT PHOTOGRAPHS                                                            8

IDENTIFICATION OF THE PROPERTY                                                17

PURPOSE OF THE APPRAISAL                                                      17

FUNCTION OF THE APPRAISAL                                                     17

DATE OF VALUATION                                                             17

HISTORY AND OWNERSHIP                                                         17

SCOPE OF THE ASSIGNMENT                                                       18

MARKETING AND EXPOSURE PERIODS                                                18

AMERICAN DISABILITIES ACT COMPLIANCE                                          18

PROPERTY RIGHTS APPRAISED                                                     19

HAZARDOUS MATERIAL STATEMENT                                                  19

COMPETENCY PROVISION                                                          19

DEFINITIONS                                                                   20

REGIONAL OVERVIEW                                                             22

AREA DESCRIPTION                                                              26

HOTEL INDUSTRY OVERVIEW                                                       30

SITE DESCRIPTION                                                              37

PLAT MAP                                                                      41


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<PAGE>

3223 Bret Clodfelter Way, The Dalles, OR


TABLE OF CONTENTS (CONTINUED)


IMPROVEMENT DESCRIPTION                                                       42

HIGHEST AND BEST USE ANALYSIS                                                 52

VALUATION                                                                     55

COST APPROACH                                                                 58

DIRECT COMPARISON APPROACH                                                    69

INCOME APPROACH                                                               83

RECONCILIATION AND FINAL VALUE CONCLUSIONS                                   105

CERTIFICATIONS                                                               107

APPRAISER'S QUALIFICATIONS

ADDENDA

Legal Description
Restaurant Lease
Historical Operating Data
Smith Travel Research Hotel Operating Statistics
PKF Industry Standards
Smith Travel Research Report

- ----------                                                                    iv
James Ratkovich & Associates, Inc.
<PAGE>

3223 Bret Clodfelter Way, The Dalles, OR


                        Assumptions & Limiting Conditions

The analysis of the property is predicated upon the following assumptions and
conditions:

The date of value to which the opinions expressed in this report apply is set
forth in the letter of transmittal. The Appraiser assumes no responsibility for
economic or physical factors occurring at some later date which may affect the
opinions herein stated.

No opinion is intended to be expressed for legal matters or that would require
specialized investigation or knowledge beyond that ordinarily employed by real
estate appraisers, although such matters may be discussed in the report.

No opinion as to title is rendered. Data on ownership and the legal description
were obtained from sources generally considered reliable. Title is assumed to be
marketable and free and clear of all liens and encumbrances, easements, and
restrictions except those specifically discussed in the report.

The property is appraised assuming it to be under responsible ownership and
competent management and available for its highest and best use.

No engineering survey has been made by the Appraiser. Except as specifically
stated, data relative to size and area were taken from sources considered
reliable, and no encroachment of real property improvements is assumed to exist.

Maps, plats, and exhibits included herein are for illustration only, as an aid
in visualizing matters discussed within the report. They should not be
considered as surveys or relied upon for any other purpose.

No opinion is expressed as to the value of subsurface oil, gas, or mineral
rights and the property is not subject to surface entry for the exploration or
removal of such material except as expressly stated.

Testimony or attendance in court or at any other hearing is not required by
reason of rendering this appraisal unless such arrangements are made and
compensation is agreed in advance.

No soil studies covering the subject property were available to the Appraiser,
therefore, assumptions as to soil qualities employed in this report are not
conclusive but have been considered consistent with information available to the
Appraiser.

Earthquakes are not common in the area. No responsibility is assumed due to
their possible effects on individual properties unless detailed geological
reports are made available.

The property has been personally inspected by the appraisers so designated in
the Certification and have found no obvious evidence of structural deficiencies
except as stated in the report; however, no responsibility for hidden defects or
conformity to specific governmental requirements such as fire, building and
safety, earthquake, or occupancy codes can be assumed without provision of
specific professional or governmental inspections.

No consideration has been given in this appraisal to personal property located
on the premises unless specifically addressed within this report. Only real
property items have been considered unless specifically mentioned.

- ----------                                                                     v
James Ratkovich & Associates, Inc.
<PAGE>

3223 Bret Clodfelter Way, The Dalles, OR


Assumptions & Limiting Conditions (continued)

The rental areas herein discussed have been calculated in accord with standards
developed by the American Standards Association as included in Real Estate
Terminology.

This report is based, in part, upon information assembled from a wide range of
sources. An impractical and uneconomic expenditure of time would be required in
attempting to furnish unimpeachable verification in all instances, particularly
as to market related information, therefore, the incorporated data cannot be
guaranteed.

The dollar amount of any value opinion herein rendered is based upon the
purchasing power of the United States dollar existing at the date of value.

The Appraiser reserves the right to make such adjustments to the valuation
herein reported as may be required by consideration of additional or more
reliable data that may become available.

In the event this report is placed in the hands of a third party, such party
must be made cognizant of any and all limiting conditions resulting from the
basis of our employment and discussions related thereto as well as those set
forth herein.

When improvements are labeled proposed or when development type properties are
concerned, the property has been appraised subject to certain assumptions as to
the quality and nature of the completed buildings, tenant improvements, land
improvements or infrastructure. The basis for these assumptions were provided by
the client, his representative, or government officials. Any deviation from
these specifications will render the conclusions, which are based on those
assumptions, useless and void.

Hazardous substances, if present within a facility, can introduce an actual or
potential liability that will adversely affect the marketability and value of
the facility. Such liability may be in the form of immediate recognition of
existing hazardous conditions requiring correction and the future obligation
that can stem from the release of currently non-hazardous contaminants, such as
asbestos fibers or toxic vapors from urea formaldehyde foam insulation, through
aging or building renovations. In the development of our opinion of value, no
consideration has been given to such liability or its impact on value. The
Appraiser is not qualified to make an investigation to determine the possible
presence of toxic materials requiring either immediate or future correction.
There are experts in this special field who can conduct such investigations and
provide guidance regarding the impact of toxic materials that may be present in
the subject property.

Disclosure of the contents of this appraisal report is governed by the bylaws
and regulations of the Appraisal Institute. Neither all nor any part of the
contents of this report (especially any conclusions as to value, the identity of
the appraisers or the firm with which they are connected, or any reference to
the Appraisal Institute or the MAI, SRPA, RM, SRA, or SREA designations) shall
be disseminated to the public through advertising media, public relations media,
news media, sales media, or any other public means of communication without the
prior written consent and approval of the undersigned.

Moreover, except for the fee paid us in its connection, we do not assume any
responsibility or liability for direct, indirect, incidental or consequential
damages whatsoever resulting from errors due to human fallibility or to computer
hardware or software.

- ----------                                                                    vi
James Ratkovich & Associates, Inc.
<PAGE>

3223 Bret Clodfelter Way, The Dalles, OR


                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS

LOCATION:                               Shilo Inn
                                        3223 Bret Clodfelter Way
                                        The Dalles,  Oregon   97058-9718

ASSESSOR'S PARCEL NO.:                  01N-13E-01AB 200, 300, 500, 600

PROPERTY RIGHTS APPRAISED:              Fee Simple Estate

OWNER OF RECORD:                        Mark S. Hemstreet

PROPERTY TYPE:                          112 Unit Hotel/Restaurant

ZONING:                                 CG, Commercial General, The Dalles, OR

SITE AREA:                              11.92 acres total with 6.18 acres usable

IMPROVEMENTS:                           The subject improvements consist of
                                        five interconnected, 2-story, good
                                        quality, Class D, double wall
                                        constructed hotel buildings with 112
                                        rooms and restaurant encompassing
                                        78,566 square feet gross. Four of
                                        the buildings were completed in 1972
                                        and the fifth building was completed
                                        in 1991.

HIGHEST AND BEST USE:                   As Vacant:    Commercial development
                                        As Improved:  Existing Use

VALUE CONCLUSIONS:

    Land Value-Hotel Site:              $800,000
    F, F & E:                           $336,000 ($3,000 per room)
    Cost Approach:                      $7,360,000
    Direct Sales Comparison:            $5,550,000
    Income Capitalization Approach:     $5,350,000

    Final Value Estimate                $5,350,000

ESTIMATED MARKETING TIME:               Twelve Months

LAST DATE OF INSPECTION:                November 13, 1996

DATE OF VALUE:                          December 1, 1996

- ----------                                                                   vii
James Ratkovich & Associates, Inc.
<PAGE>

3223 Bret Clodfelter Way, The Dalles, OR


                               SUBJECT PHOTOGRAPHS


================================================================================


                               [GRAPHIC OMITTED]


================================================================================

             THE SHILO INN - LOOKING NORTH FROM ACROSS INTERSTATE 84
                          COLUMBIA RIVER IN BACKGROUND


================================================================================


                               [GRAPHIC OMITTED]


================================================================================

         LOOKING NORTHEAST FROM ACROSS INTERSTATE 84 - SHILO INN TO LEFT
                             THE DALLES DAM TO RIGHT

- ----------                                                                     8
James Ratkovich & Associates, Inc.
<PAGE>

3223 Bret Clodfelter Way, The Dalles, OR


================================================================================


                               [GRAPHIC OMITTED]


================================================================================

      SUBJECT PROPERTY - LOOKING NORTHEAST FROM ACROSS BRET CLODFELTER WAY


================================================================================


                               [GRAPHIC OMITTED]


================================================================================

       SUBJECT PROPERTY - LOOKING EAST FROM NEAR SOUTHWEST CORNER OF SITE

- ----------                                                                     9
James Ratkovich & Associates, Inc.
<PAGE>

3223 Bret Clodfelter Way, The Dalles, OR


================================================================================


                               [GRAPHIC OMITTED]


================================================================================

  SUBJECT PROPERTY LANDSCAPED GROUNDS - LOOKING SOUTHEAST FROM INTERIOR OF SITE


================================================================================


                               [GRAPHIC OMITTED]


================================================================================

        LOOKING SOUTH FROM RIVER BANK AT REAR OF SUBJECT MOTEL BUILDINGS

- ----------                                                                    10
James Ratkovich & Associates, Inc.
<PAGE>

3223 Bret Clodfelter Way, The Dalles, OR


================================================================================


                               [GRAPHIC OMITTED]


================================================================================

   VIEW LOOKING NORTHEAST FROM SUBJECT PROPERTY - SWIMMING POOL IN FOREGROUND


================================================================================


                               [GRAPHIC OMITTED]


================================================================================

                          SWIMMING POOL AND PATIO AREA

- ----------                                                                    11
James Ratkovich & Associates, Inc.
<PAGE>

3223 Bret Clodfelter Way, The Dalles, OR


================================================================================


                               [GRAPHIC OMITTED]


================================================================================

                INTERIOR VIEW OF REGISTRATION DESK AND LOBBY AREA


================================================================================


                               [GRAPHIC OMITTED]


================================================================================

                          INTERIOR VIEW OF GUEST LOBBY

- ----------                                                                    12
James Ratkovich & Associates, Inc.
<PAGE>

3223 Bret Clodfelter Way, The Dalles, OR


================================================================================


                               [GRAPHIC OMITTED]


================================================================================

                           RESTAURANT AND LOUNGE AREA


================================================================================


                               [GRAPHIC OMITTED]


================================================================================

                              VIEW OF MEETING ROOM

- ----------                                                                    13
James Ratkovich & Associates, Inc.
<PAGE>

3223 Bret Clodfelter Way, The Dalles, OR


================================================================================


                               [GRAPHIC OMITTED]


================================================================================

                             DOUBLE QUEEN MINI-SUITE


================================================================================


                               [GRAPHIC OMITTED]


================================================================================

                                 KING MINI-SUITE

- ----------                                                                    14
James Ratkovich & Associates, Inc.
<PAGE>

3223 Bret Clodfelter Way, The Dalles, OR


================================================================================


                               [GRAPHIC OMITTED]


================================================================================

                                SINGLE KING ROOM


================================================================================


                               [GRAPHIC OMITTED]


================================================================================

              LOOKING EAST ON BRET CLODFELTER WAY - SUBJECT TO LEFT

- ----------                                                                    15
James Ratkovich & Associates, Inc.
<PAGE>

3223 Bret Clodfelter Way, The Dalles, OR


================================================================================


                               [GRAPHIC OMITTED]


================================================================================

             LOOKING WEST ON BRET CLODFELTER WAY - SUBJECT TO RIGHT


================================================================================


                               [GRAPHIC OMITTED]


================================================================================

       SUBJECT PROPERTY - LOOKING NORTH FROM NEAR SOUTHWEST CORNER OF SITE

- ----------                                                                    16
James Ratkovich & Associates, Inc.
<PAGE>

3223 Bret Clodfelter Way, The Dalles, OR


                         IDENTIFICATION OF THE PROPERTY

The subject property is a Shilo Inn motel and restaurant located at 3223 Bret
Clodfelter Way, The Dalles, Wasco County, Oregon, 97058-9718. The subject is
situated on an assemblage of irregular shaped lots located on the north side of
Bret Clodfelter Way overlooking the Columbia River. The property has
approximately 680 lineal feet of river frontage. It is further identified as
being at the northeast quadrant of the US Highway 197 and Interstate 84 freeway
interchange. It is located at the east end of The Dalles, approximately two
miles from the downtown central business district.

Legal Description

The property is identified for tax purposes as Township 02N, Range 13, Section
36 lots 200, 300, 500, 600 and Lot 2 (tax lot 300) CS Bk 5-72. A full legal
description of the property is included in the Addenda to this report.

                            PURPOSE OF THE APPRAISAL

The purpose of the appraisal is to express our opinion of the market value,
"As-is" of the Leasehold Estate, of the going concern, in the subject property,
as of the stated appraisal date.

                            FUNCTION OF THE APPRAISAL

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral for a proposed loan for
its underwriting purposes. This appraisal is intended to comply with the
requirements of the Uniform Standards of Professional Appraisal Practice
(USPAP), as promulgated by the Appraisal Standards Board of the Appraisal.

      o     May be relied upon by KeyCorp and Merrill Lynch Mortgage Capital
            Inc. in determining whether to make a loan(s) evidenced by a note
            ("Property Note") secured by the Property;

      o     May be relied upon by any purchaser in determining whether to
            purchase the Property Notes for these transactions from Merrill
            Lynch Mortgage Capital Inc.;

      o     May be relied upon by any Rating Agency in rating securities issued
            by Merrill Lynch Mortgage Capital Inc. and representing an interest
            in the Property Notes;

      o     May be included with and referred to in materials offering the
            Property Notes or an interest in the Property Notes for sale.

                                DATE OF VALUATION

The date of valuation is December 1, 1996. The subject and the comparables were
last inspected on November 13, 1996.

                              HISTORY AND OWNERSHIP

The owner of the subject property is Mark Hemstreet, dba Shilo Inns. Mr.
Hemstreet acquired the property in August, 1989 for a reported sum of $2,525,000
from Pat and Rosemary Lockhart. The older sections of the hotel were constructed
in 1971. The 32 room addition was constructed in 1991. Subsequent to the
purchase, the older sections of the hotel were substantially renovated. There
are no sales or listing pending on the subject property as of the appraisal
date.

- ----------                                                                    17
James Ratkovich & Associates, Inc.
<PAGE>

3223 Bret Clodfelter Way, The Dalles, OR


                             SCOPE OF THE ASSIGNMENT

This appraisal has been made in accordance with the accepted techniques,
standards, methods and procedures as stated in the Uniform Standards of
Professional Appraisal Practice of the Appraisal Institute. The value set forth
herein was estimated after application and analysis by the Direct Sales
Comparison Approach to value and an Income Approach analysis using
capitalization and discounting methods.

The appraiser researched the market for sales of vacant land similar to the
subject's land. This was added to the estimated depreciated cost to build the
improvements to arrive at a reasonable Cost Approach to value. The subject
market area was surveyed to obtain an indication of overall market rents,
typical expenses and occupancy levels, in order to analyze the subject income
stream for the Income Approach to value. Additionally, sales of improved
properties similar to the subject property were analyzed to determine both the
demand for and to estimate market value of the subject property. The three
approaches were correlated to arrive at a final value. This is a complete
appraisal/self contained report. All the data gathered was verified and adjusted
according to superiority or inferiority relative to the subject property in
order to obtain a value indication for the subject property. The cost to
complete the planned renovation is deducted from each of the approaches to
arrive at an As Is value.

                         MARKETING AND EXPOSURE PERIODS

According to Korpacz Real Estate Investor Survey, Second Quarter 1996, the
average marketing time for national investment property is 9.89 months as
compared to 11.01 months a year prior. According to CB Commercial Investor
Survey, First Quarter 1996, the marketing time for hotels ranges between 6-18
months and averages 8.4 months. Sales used in our market approach analysis
indicate a range between 1 and 12 months marketing time. Hotel and motel brokers
indicate that properties similar to the subject are expected to have marketing
periods of approximately 9 to 12 months. This appraisal is based on a 12 month
marketing period. Exposure period is a retrospective indication of market time
and for the subject property is estimated to be the same as the marketing
period.

                      AMERICAN DISABILITIES ACT COMPLIANCE

The subject property is appraised without a specific compliance survey having
been constructed to determine if the property is or is not in conformance with
the requirements of the Americans with Disabilities Act (ADA). The presence of
architectural and communications barriers that are structural in nature that
would restrict access by disabled individuals may adversely affect the
property's value, marketability or utility.

- ----------                                                                    18
James Ratkovich & Associates, Inc.
<PAGE>

3223 Bret Clodfelter Way, The Dalles, OR


                            PROPERTY RIGHTS APPRAISED

The rights in realty are typically identified with respect to properties such as
the subject are the Fee Simple, Leased Fee, and Leasehold Estate. These are
defined as follows:(1)

Fee Simple Estate: An absolute fee; a fee without limitations to any particular
class of heirs or restrictions, but subject to the limitations of eminent
domain, escheat, police power and taxation. An inheritable estate.

Leased Fee Estate: A property held in fee with the right of use and occupancy
conveyed by lease to others. A property consisting of the right to receive
rentals over a period of time, plus the right of ultimate repossession at the
termination of the lease.

Leasehold Estate: A property held under tenure of lease. The right of use and
occupancy of real property by virtue of a lease agreement. The right of a lessee
to use and enjoy real estate for a stated term and upon certain conditions, such
as the payment of rent.

The property rights appraised within the context of this report are described as
the Fee Simple Estate.

                          HAZARDOUS MATERIAL STATEMENT

In this appraisal assignment, unless otherwise stated, the existence of
potentially hazardous material used in the construction or maintenance of the
building, such as the presence of toxic waste, which may or may not be present
on the property, was not observed by the appraiser; nor do we have any knowledge
of the existence of such materials on or in the property. The appraiser is not
qualified to detect such substances. The presence of potentially hazardous
insulation may have an effect on the value of the property. The value estimate
is predicated on the assumption that there is no such material on or in the
property that would cause a loss in value. No responsibility is assumed for any
such conditions, or for engineering or scientific knowledge required to discover
such materials. The client is urged to retain an expert in this field, if so
desired.

                              COMPETENCY PROVISION

We attest that the writer of this report has attained a level of competency
necessary to complete the assignment in a diligent manner, utilizing all the
commonly recognized analysis techniques considered normal for a prudent
evaluation effort. The reader is referred to the appraisers' qualifications in
the addenda for further confirmation of the appraisers' training and background.

- ---------- 
(1) Real Estate Terminology; American Institute of Real Estate Appraisers; Burl
N. Boyce, Ph.D.; Ballinger Company; 1975.
- ----------                                                                    19
James Ratkovich & Associates, Inc.
<PAGE>

3223 Bret Clodfelter Way, The Dalles, OR


Definitions

"(2) 'Market value'(2) means:

(i) The most probable price which a property should bring in a competitive and
open market under all conditions requisite to a fair sale, the buyer and seller,
each acting prudently, knowledgeably and assuming the price is not affected by
undue stimulus. Implicit in this definition is the consummation of a sale as of
a specified date and the passing of title from seller to buyer under conditions
whereby:

      A.    buyer and seller are typically motivated;
      B.    both parties are well informed or well advised, and each acting in
            what he considers his own best interest;
      C.    a reasonable time is allowed for exposure in the open market;
      D.    payment is made in terms of cash in US dollars or in terms of
            financial arrangements comparable thereto; and
      E.    the price represents a normal consideration for the property sold
            unaffected by special or creative financing or sales concessions
            granted by anyone associated with the sale.

(ii) Adjustments to the comparables must be made for special or creative
financing or sales concessions. No adjustments are necessary for those costs
that are normally paid by sellers as a result of tradition or law in a market
area; these cost are readily identifiable since the seller pays these costs in
virtually all sales transactions. Special or creative financing adjustments can
be made to the comparable property by comparisons to financing terms offered by
a third party institution lender that is not already involved in the property or
transaction. Any adjustment should not be calculated on a mechanical dollar for
dollar cost of the financing or concession, but the dollar amount of any
adjustment should approximate the market's reaction to the financing or
concessions based on the appraiser's judgment."

Going Concern Value

According to the Dictionary of Real Estate Appraisal, Third Edition, going
concern value is defined as: the value created by a proven operation; considered
as a separate entity to be valued with a specific business establishment.


- ----------
(2) This definition of market value is predicated on the Uniform Standards of
Professional Appraisal Practice (USPAP) and fully complies with those
requirements mandated by the Office of Thrift Supervision (OTS), Office of the
Comptroller of Currency (OCC), Federal Deposit Insurance Corporation (FDIC),
National Credit Union Administration (NCUA), Federal Home Loan Bank Board
(FHLBB), and the Resolution Trust Corporation (RTC).

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3223 Bret Clodfelter Way, The Dalles, OR


                                  Regional Map


                                [GRAPHIC OMITTED]

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3223 Bret Clodfelter Way, The Dalles, OR


                                REGIONAL OVERVIEW
Location

The subject property is located in Wasco County which, along with Hood River and
Sherman Counties, make up the Mid-Columbia region of Oregon. The three-county
area covers a total of 3,758 square miles in North Central Oregon on the south
side of the Columbia River.

Terrain characteristics are divided into two distinct areas. The first of these
is along the Columbia River which is known as the Columbia Gorge. Terrain along
the gorge typically includes a relatively narrow, level to sloping area that
rises up from the Columbia River. From this narrow band, terrain rises up
dramatically to a high plateau interspersed with hills of the Cascade Range and
drainage basins. Elevation for Wasco County ranges from 100 feet along the
Columbia River to 6,000 feet at mount Wilson at the county's western border.
Surrounding Wasco County is the Columbia River to the north, Sherman and Wheeler
Counties to the east, Jefferson County to the south, and Hood River and
Clackamas Counties to the west.

The Dalles, which is the county seat, is 79 miles east of Portland, 125 miles
west of Pendleton, and 131 miles north of Bend.

Climate

Climate for the region varies with Wasco County lying in a transition zone
between the tempered maritime climate of Western Oregon and the semi-arid,
continental climate of Central Oregon. As such, much of Wasco County can be
considered semi-arid with temperature extremes evident in summer and winter
seasons. This can be compared to Hood River County, just to the west, which has
a moderate climate with high precipitation levels.

For The Dalles, annual precipitation is just over 14 inches. Annual temperature
extremes include a mean minimum temperature of 28.2 degrees Fahrenheit in
January and a mean maximum temperature of 88.1 degrees Fahrenheit in July. While
snowfall is light at lower elevations, the area is subject to freezing rains
which can cause serious traffic disruptions. Snowfall at higher elevations can
be substantial. In addition, the area along the gorge is subject to high winds.

Population

According to the Oregon Employment Department, the 1995 population for Wasco
County was 22,600. This is up from the 1980 level of 21,732. The City of The
Dalles had 10,820 persons in 1980 and 11,325 persons in 1995. The county is
projected to increase to 25,160 by the year 2000. The City of The Dalles
projection is an increase of 312 by the year 2000.

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3223 Bret Clodfelter Way, The Dalles, OR


REGIONAL OVERVIEW (continued)

Transportation

Major highway transportation in the county is provided by US Highway 84, which
travels east and west and is one of the Western United State's primary east/west
traffic routes. Interstate 84 parallels the Columbia River, therefore traveling
along the northern boundary of Wasco County. It provides access to Portland to
the west and Pendleton to the east. Secondary highway access is provided by US
Highway 197 and US Highway 97. The latter is Oregon's central north/south
traffic corridor. US Highway 97 crosses the Columbia River at The Dalles,
providing access to the state of Washington to the north.

In addition to highway access, The Dalles is also served by rail, with Amtrak
passenger service and the Union Pacific Railroad providing freight service. The
Columbia River provides access by water from the east and west which is mostly
used for barge traffic.

The Dalles Municipal Airport is located on the Washington side of the Columbia
River. The airport includes three hard-surfaced runways which are used primarily
for private service. Portland International Airport is located approximately 70
miles to the west, providing major commercial air service.

Utilities

Most of the county is served by public Utility districts due to the close
proximity of dams along the Columbia River and the Bonneville Power
Administration. For The Dalles, Northern Wasco County Public Utility District
provides electrical service. Both industrial and residential service rates are
below state averages. Natural gas service is provided by Northwest Natural Gas
Company for incorporated areas of the Dalles. Water services are generally
provided by either incorporated municipalities or private water companies. City
government typically provides sewer services. Telephone service for the county
is divided between Pacific Northwest Bell and United Telephone Company.

Government and Services

The Wasco County Courthouse is located in The Dalles. Two public school
districts serve The Dalles area. Treaty Oak Education Center provides community
college education and is an affiliate of Portland Community College, providing
only lower division college courses. Property tax rates are considered to be
moderate with tax rates just below the statewide average range or near 1.5
percent of assessor's true cash value.

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3223 Bret Clodfelter Way, The Dalles, OR


REGIONAL OVERVIEW (continued)

Economy

The economy of Wasco County is heavily influenced by the Bonneville Power
Administration, the forest products industry, the aluminum smelting industry,
agriculture, and tourism. The unemployment rate in Wasco County varies widely
from season to season. Historically January is the lowest rate and July the
highest. The unemployment rate was 7.0% in January 1996 and 11.0% in July. The
last figures available are for August when the rate was 8.0%. Oregon State
unemployment rate was 5.4% in August, 1996. Generally, the state is in a strong
growth pattern. The unemployment rate for October, statewide, is 5.0%.
Economists are predicting a continuing growth and positive economic outlook for
Oregon for at least the next 18 months. From August 1995 to August 1996, Wasco
County has added 150 jobs, with retail trade representing the lion's share.

According to MCEDD the service sector showed the most significant increase in
employment since 1985. This shift from a resource-based economy to a
service-based economy should lead toward increased transient and conference
business. The service sector in The Dalles Market Area accounted for only 12% of
total covered employment in 1980. By 1989 this figure had increased to 16
percent and represented the largest increase of all the business sectors listed.
Approximately 80% of market area employment is in non-manufacturing activities,
and the remaining 20% in manufacturing.

Northwest Aluminum, The Dalles plant, is the region's largest manufacturer with
370 employees. The Goldendale, Washington aluminum plant also employs 250
individuals, many of which reside in The Dalles. In 1989, 28.2% of all Wasco
County manufacturing jobs were wood products related. This compares to 43.8% for
Hood River to the west and 30/.8% for the state. The subject's central Oregon
region is the most heavily dependent region on wood products with 70.1 percent
of all manufacturing jobs being wood products related. Wasco County, at 28.2% is
therefore less dependent on wood products than most other counties in the
region.

Agriculture is also an important source of employment in the region. A variety
of agricultural products are found in the region including wheat, cattle and
fruit. Wasco County, with 6,000 acres of cherry orchards growing in a six-mile
radius of The Dalles, is considered the most concentrated cherry growing area in
the world. Oregon is second only to Washington State in US sweet cherry
production.

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3223 Bret Clodfelter Way, The Dalles, OR


REGIONAL OVERVIEW (continued)

Government also plays an important role in the local economy by accounting for
26% of the market area's work force in 1989. Federal, state and local government
offices are located primarily in The Dalles and include the US Army Corps of
Engineers, Bonneville Power Administration, and the US Department of
Agriculture, Stabilization and Conservation. The State of Oregon also has a
large local presence in The Dalles with upwards of 23 branches ranging from
Adult and Family Services to the State Police.

Major private employers in the market area include the Mid-Columbia Medical
Center, Union Pacific Railroad, and several retail establishments including Fred
Meyer, Bi-Mart and K-Mart in The Dalles. The Bonneville Power Administration has
released preliminary estimates of employment growth. From 1990-2000 Wasco county
is expected to gain 400 jobs through the BPA.

A secondary major employer for The Dalles is tourism, which is expected to
continue to grow. The Dalles, situated on Interstate 84, benefits from national
tourist traffic. While historically the Dalles has been primarily a transit stop
for tourists, the Columbia Gorge itself, as well as wind surfing, has gained
importance. The Dalles tourism industry continues to grow as a destination
vacation locale. Wind surfing, which has been especially strong in the Hood
River area, has moved east to The Dalles which actually has more favorable wind
conditions for beginning wind surfers. In recognition of this tourism
opportunity, The Dalles has recently upgraded their waterfront park to meet the
needs of windsurfers. Recent national legislation making the Gorge a national
scenic area has also encouraged tourism. Windsurfing has also caused property
values to rise as many fans of this sport are moving to the area.

With tourism becoming more important to Oregon's economy as a whole, the state
has increased its budget for tourist promotion outside the state. Studies
indicate a high percentage of the visitors to the Wasco County area come from
the rest of the state, especially the major metropolitan areas of Portland and
the Willamette Valley. Local communities are sponsoring events geared at
attracting visitors.

In summary, Wasco County, in the Mid-Columbia region, is an area located in
North Central Oregon on the Columbia River. It is served by Interstate 84 which
parallels the Columbia River. Population tends to be concentrated along the
Columbia River but densities remain relatively low. The economy is heavily
influenced by wood products, aluminum, and agriculture. Tourism and government
employment providing secondary major employment roles. Unemployment tends to be
higher than for the state as a whole. Government and tourist related employment
has provided stabilizing influences. However, the economy remains subject to
variations in aluminum and wood products employment The Columbia Gorge is
gaining prestige as a destination vacation locale and wind surfing continues to
draw people to the area.

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3223 Bret Clodfelter Way, The Dalles, OR


Neighborhood Description/Introduction

The Appraisal Institute defines a neighborhood as "a group of complementary land
uses"2. A Neighborhood may be more specifically defined as "a portion of a
larger community, or an entire community, in which there is a homogeneous
grouping of inhabitants, buildings or business enterprises."3 "...neighborhood
boundaries may consist of well defined natural or manmade barriers or they may
be more or less well defined by a distinct change in land use..."3

The subject neighborhood is located approximately 2 miles east of the downtown
center of The Dalles on the north side of Bret Clodfelter Way. It is located at
the Interstate 84 and US Highway 197 interchange. The immediate neighborhood is
commercial freeway oriented with a strong influence provided by the Columbia
River which forms the northern boundary. The neighborhood boundaries are the
Columbia River to the north, undeveloped land to the east, Interstate 84 to the
south, and a developed freeway interchange quadrant opposite US Highway 197 from
the subject property. These boundaries make the immediate neighborhood a strip
parallel area situated between the Columbia River and Interstate 84. property.

Access to the neighborhood is provided by both US Highway 197 and the interstate
freeway with a frontage road (Bret Clodfelter Way) paralleling the interstate
freeway just to the north. This frontage road provides actual street access to
the subject property.

Development potential in the immediate neighborhood is limited due to terrain
characteristics as well as the presence of the railroad line, Interstate 84, and
the Columbia River. Just to the east are areas of gullies that drop down to
elevations similar to that of the Columbia River.

Existing uses include the subject property and a visitor's information building
for The Dalles Dam in the northeast quadrant of the freeway interchange and the
Lone Pine Mobile Home Park, the Lone Pine Restaurant/Lone Pine Motel, a Shell
service station, and a Texaco service station all located in the northwest
quadrant of the interchange. The mobile home park, which also caters to RV
vehicles, is an older facility while the two service stations appear to be
approximately 20 years of age. The restaurant is of single-story, frame
construction and caters more to the cafe type trade. It is also approximately 20
years old. The Lone Pine Motel is relatively new. There are several new
townhouse now under construction along the south bank of the Columbia River.

- ----------
(3) The Appraisal of Real Estate; 10th Edition, The Appraisal Institute; 1992
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3223 Bret Clodfelter Way, The Dalles, OR


Neighborhood Description/Introduction (continued)

There is a Texaco station and mini-market, as well as drive-in restaurant
located adjacent to the south of the subject property. A new McDonalds
restaurant has been constructed on the west side of Highway 197, across from the
subject. The Dalles Dam is just to the northeast and is highly visible from the
neighborhood.

None of the existing uses are detrimental to the subject's current and highest
and best use. The two service stations are slightly complementary. While the
restaurant located in the northwest quadrant provides some competition, it is
geared more toward the cafe trade and does not provide detrimental competition.
The Texaco service station also has a mini-mart which is a convenience for motel
guests. The nearest motel is the new Lone Pine Motel and Inn at The Dalles
located in what can be considered the southeast quadrant of the freeway
interchange but halfway up on the cliff to the higher plateau. This motel, which
is an older, single-story, concrete block facility of 47 units, does not have a
restaurant. It caters to the lower middle transient-oriented motel type guest.
As such, does not provide direct competition. The Lone Pine Motel does provide
some competition due to its location and condition. It does not have an on-site
restaurant.

Interstate 84, which bypasses The Dalles downtown central business district just
to the north, provides the main transportation artery for the city. It has three
freeway interchanges serving The Dalles. The Dalles also has a bridge across the
Columbia River, which is part of US Highway 197 that travels south from the
state of Washington to the City of Bend, Oregon. It travels through The Dalles
at the east end of town as The Dalles-California Highway. Other major cross-town
thoroughfares include US Highway 30 which roughly parallels Interstate 84 and
10th Street which also travels in a roughly east-west direction. Major
southbound streets include Mount Hood Street and Hollow Road, both traveling
south from The Dalles. Mount Hood Road is located in the western section of The
Dalles and Hollow Road is near the center of the city.

The Union Pacific Railroad line parallels the Columbia River and Interstate 84.
The Dalles Municipal Airport is located across the Columbia River in Dallesport,
Washington. It is the largest airport in the gorge area. Portland International
Airport is approximately 70 miles to the west. There is no regularly scheduled
city-supported bus service in The Dalles. There is, however, a van bus service
which operates principally for the seniors. The Dalles is also served by
Greyhound Bus Line.

The I-84 interchange in the western portion of the city has just undergone a
major re-development which has improved the access to the downtown area. It
should also spur new commercial development along The Dalles Highway (US 30) in
the western portion of the city.

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3223 Bret Clodfelter Way, The Dalles, OR


Neighborhood Description/Introduction (continued)

Utilities

Electric service for The Dalles and the developed areas immediately surrounding
it is provided by Northern Wasco County People's Utility District, a non-profit
PUD. With electricity provided by the Bonneville power Administration, electric
rates are significantly less than other areas of Oregon. Natural gas service for
the city is provided by Northwest Natural Gas Company, of which approximately 60
percent of the supply comes from Canada. Rates are similar for other areas of
Oregon but somewhat higher than nationally.

Water service is divided between the Chenowith Irrigation District and
city-supplied water. In general, incorporated areas have water service provided
by the city while the western developed unincorporated areas receive water from
the Chenowith Water District. Sewer services are provided by the city. Capacity
is reported to be sufficient for any projected residential growth foreseen for
the future. United Telephone System provides telephone service.

Government

The Dalles has a council-manager form of government with mayor, five council
members, and a city manager. It is a home rule city. The city has salaried fire
and city police forces. The fire insurance rating for the city is four. Areas
surrounding the city that are developed but unincorporated rely upon county
services (rural fire protection districts and Sheriff's department). For
developed areas surrounding The Dalles, the insurance fire rating classification
is typically five to eight. There are rural fire stations located at the western
and eastern edges of the city. The city operates a library which is available
for use by county residents.

Most of The Dalles area is in School District No. 12. It operates three
elementary, one junior high school, and one high school. Academic standards are
considered to be average for the state of Oregon. For the area bordering The
Dalles to the west, plus the city of Mosier, there is also School District No.
9. It operates two primary, one middle, and one high school. Academically it
considered to be average but slightly less desirable by residents than The
Dalles school district.

The Dalles is the county seat for Wasco County and serves as a regional
employment base, commercial service center and support services to the local
resident as well as tourist. Tourism is increasing, resulting in additional
development, particularly along the regional transportation arteries of
Interstate 84 and US Highway 197.

There are no adverse influences noted. The subject property is located within a
prime commercial district of east The Dalles, along Interstate 84. The Dalles
Dam is located to the east of the subject property. This area can be expected to
provide a stable environment for most types of real estate investment.

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3223 Bret Clodfelter Way, The Dalles, OR


                                Neighborhood Map


                                [GRAPHIC OMITTED]

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                             Hotel Industry Overview

Shilo Inns Company is in the competitive limited-service hotel market. According
to Trends in the Hotel Industry, 1996, this segment of the lodging industry saw
a proliferation of new properties in the mid-1980s. It was seen as a favorable
segment with guest rooms that are frequently superior to full-service hotel
rooms at one-half to two-thirds the rate. For hotel managers the properties are
simple to operate and for ownership and lenders, they provide higher profit
margins and lower risk. The limited service hotel segment appears to have
matured and is lagging the industry as a whole but have still achieved in 1995
an aggregate occupancy of 70 percent and average room rates increased 5.9
percent and 41.8 percent average operating profit. Its market demand is reported
at 51.4 percent tourist and 45.8 percent business with the balance allocated to
conventions and conferences.

Shilo Inns typically provides an example of a good limited service hotel
property. Their hotels typically have clean and modern properties with good
access, exposure and on-site parking. The interiors typically contain a
comfortable lobby with check-in counter, one or more meeting rooms, fitness
center, swimming pool, spa, as well as satellite TV, airport shuttle service and
free daily newspapers. Major competitors to the Shilo Inn chain in its market
place include Holiday Inn Express, Comfort Suites, Phoenix Inns, Radisson,
Ramada and some Best Western franchises. The Residence Inns and Marriott
Courtyards cater to a higher priced market sector and are above the subject
segment.

The national limited-service hotel market is experiencing steady growth after
several years of sluggish economic conditions. Overall, market conditions are
continuing to improve, occupancies are higher, concessions are decreasing, and
revenues are beginning to rise. Gross Domestic Product, often an indicator of
travel patterns, is projected to grow at 2.5 percent to 3.0 percent in 1996.
Hotel occupancy for the nation is expected to rise to 71.2 percent, while the
average daily rate is anticipated to grow to $88.10. In general, modest but
stable growth and little inflation are likely to characterize the regional
economy in 1996 and 1997. The following table shows a summary of the US Lodging
Industry's 1995 Regional Performance:

   -------------------------------------------------------------------------
                      Occupancy                          Average Daily Rate
   -------------------------------------------------------------------------
                     1995      1994   Variance   1995     1994    Variance
                     ----      ----   --------   ----     ----    --------
     New England     74.3%t   72.0%     3.2%    $131.90  $125.23     5.3%
    Mid Atlantic
    North Central    69.6%    68.6%t    1.3%      82.59    79.41     4.0%
   South Atlantic    70.1%    68.2%t    2.8%      80.51    77.88     3.4%
    South Central    68.7%    67.7%t    1.5%      68.39    65.61     4.2%
   Mountain/Pacific  71.4%    70.1%     1.7%      87.69    83.70     4.8%
     Nationwide      70.6%    69.2%     2.0%    $ 85.92  $ 82.21     4.5%
   -------------------------------------------------------------------------
Note: Average property size = 210 rooms               Source: PKF Consulting

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Hotel Industry Overview (continued)

Investors are seeking limited-service hotels with upside potential in many
regions of the country, including the Mountain and Pacific Regions, which
encompasses the states west of the Continental Divide. 1996 and 1997 are
forecast to have an annual average demand growth rate of 3.6 percent to 3.8
percent and RevPAR (room revenue per available room) growth of 5.2 percent to
7.3 percent according to the April 1995 issue of Coopers & Lybrand's Hospitality
Directions. Further, this region outstripped the rest of the country in Rooms
Demand with a 3.7 percent average percent change and a modest supply increase of
only 1.6 percent as shown in the table below.

        ----------------------------------------------------------------
                                   Rooms Demand         Rooms Supply
                                  Average percent     Average percent
                                      Change              Change
        ----------------------------------------------------------------
        New England                    2.5%                 1.2%
        South/Middle Atlantic          3.1%                 1.4%
        East South/North Central       3.4%                 1.6%
        West South/North Central       3.2%                 1.3%
        Mountain                       3.7%                 1.6%
        Pacific                        2.8%                 2.8%
        ----------------------------------------------------------------

Investors cite improving operating results, a limited new full-service supply,
and the relative scarcity of new development financing as influencing factors
underlying the strong interest in this segment. In fact, many investors have
stated that full-service hotels are considered the best hotel investment
opportunity for 1996. In late 1995, investors were purchasing limited-service
hotels at 70 percent of replacement cost; however, the inventory of quality
full-service hotels is dwindling and competition is increasing. One of the more
desirable acquisition targets is re-flagging a property in a major hotel chain
that commands immediate brand name recognition and offers strong reservation and
marketing systems.

New construction activity is expected to surge as investors target secondary and
tertiary locations where an aging room supply exists and many operators are
unwilling or unable to invest in room modernization. New construction between
1995 and 1997 is expected to be 40 percent higher than 1990 to 1993. Supply
growth will edge up approximately 1.5 percent in 1996 and 1997, but is still
below the 2.4 percent average growth rate that prevailed in the 1970s.

Renovation costs are a significant consideration in hotel investors'
determination of price/value and return requirements. The majority of market
participants anticipate that soft goods refurbishment be completed every five to
seven years and a total refurbishment be completed every 10 years. In factoring
these costs into price/value, investors typically attempt to discount them from
the price/value; however, they are not always successful. An investor who
intends to purchase a property, upgrade and reposition it will forecast higher
renovation and property improvement costs than one who is not seeking to
"reflag" the property. Thus, the first investor of an older property has less
room for negotiation.

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Hotel Industry Overview (continued)

Investors continue to base pricing on historical 12-months cash flow and are
less willing to pay for any upside potential. Nearly 58 percent of participants
in a recent Coopers & Lybrand's poll reported that they capitalize their prior
12 months income.

Investors also prefer fee simple purchases to ground leases; however, in high
density locations such as the central business district or airport areas, ground
leases are generally in-place. Almost all investors look at the potential of
buying out the lease or renegotiating the terms. Leases tend to be calculated on
either a fixed payment or a percentage of revenue basis, with investors shying
away from percentage payments.

The following table shows a summary of major hotel transactions. The survey was
conducted by Hospitality Associates and covers the years 1991 to 1995. There is
a clear trend showing both increased activity and prices paid since 1992 when,
many believe, the market bottomed out for hotel sales.

    --------------------------------------------------------------------------
     Year          Number of          Number of       Average Price Per Room
                 Transactions           Rooms
    --------------------------------------------------------------------------
     1995            107               38,135                $83,000
     1994             83               30,452                 76,000
     1993             40               15,825                 74,000
     1992             41               17,219                 63,000
     1991             52               15,806                 87,000
    --------------------------------------------------------------------------

While financing has been constrained in past years, debt financing sources have
begun to ease credit terms and Wall Street firms and institutional money sources
are targeting hotel investments. Lenders who are active in hotel debt financing
include insurance companies, banking institutions, and finance/credit companies
such as Finova Capital Corporation, Heller Financial, and GE Capital
Corporation. Publicly traded companies such as Host Marriott, Prime Motor Inns,
and Felcor Suite Hotels are aggressively pursuing acquisitions. Many lenders are
offering secondary financing above 80 percent loan to value ratios. REITs are
becoming aggressive in purchasing hotels. This is especially true of Patriot
American Hospitality, Inc., the largest REIT, which filed an initial public
offering (IPO) with the SEC in late September 1995 and raised more than $350
million.

As a result of increased financing availability, investors have benefited by
more favorable long-term financing. For instance, the first quarter 1995,
American Council of Life Insurance Companies` (ACLI) average interest rate was
9.41 percent. Typically loans are indexed to the prime rate, treasury rate or
LIBOR. The range of loan amortization is from 15 to 25 years with 20 years being
average. A typical loan-to-value ratio is 50 percent to 75 percent with the
average reported at 63 percent. Debt-coverage-ratios have ranged between 1.25
percent to 1.50 percent with 1.40 percent being average.

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Hotel Industry Overview (continued)

Full-service hotels are considered most vulnerable to new competition,
particularly from newly built, limited-service chain hotels. In addition, they
suffer from operating deficiencies, including high property operation and
maintenance costs, utility expenses, and upgrading, which erode profitability.
Because it is likely that new construction funds will increase the competitive
supply of both limited and full service hotel rooms by late 1996 and 1997,
owners of older properties are advised to reinvest in the physical plant to
cement guest loyalty. Owners are now beginning to realize that historical
reserve funding levels, typically between 3 percent to 4 percent of total
revenues, are insufficient to fund necessary capital improvements over the life
of a property. Actual capital expenditures for well-maintained properties often
exceed 7 percent of total revenue.

Job growth, the most important indicator of sustained demand for real estate,
continues to substantially trail general economic growth. In fact, many are
calling our current economy a "jobless recovery." No immediate acceleration is
anticipated, due to factors such as improved productivity in many industries and
overall caution on the part of employers.

As stated, it is likely that additional sources of capital will provide
opportunities. Further, many market participants believe that rising inflation
with have a positive net effect on earnings as room revenue is expected to
out-strip increases in operating costs. Trade agreements such as GATT should
have a positive effect on the hotel industry, and the advent of low-cost
airlines will promote more travel and higher occupancies.

New ideas, especially new ideas in technology, continue to be one of the
industries in which the US is remaining competitive in global markets. As the US
achieves a higher level of technology, the hospitality industry has the
opportunity to implement this technology in areas where guests need it most:
checking into the hotel, and communications. Adopting new technology is an
opportunity for hotels to remain competitive and maintain and expand their
customer base. For instance, AT&T's telecommunication package, "Guest Works,"
improves call-processing, accounting and provides specialized voice messaging
through a server.

Selling expenses typically range from 2.5 percent to 5.0 percent of the total
purchase price. According to a national hotel/motel brokerage firm located in
Southern California, the marketing period for limited-service hotels ranges from
3.0 to 12.0 months with an average of 9.0 months. An average 90-day closing
period is typical (from the time a hotel is put under contract to closing).

The early 1990s have been cruel to the hospitality industry, but Shilo Inns has
gone against the grain.4 Big national chains have been fighting to keep troubled
properties. Many retreated from hotel ownership to seek a relatively safe haven
as hotel management companies. Small independent operators, seeking security in
numbers, flocked to join national franchises.

- ----------
(4) "Portland Business Journal," May 31, 1993, Vol. 10, No. 14, p. 13.
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Hotel Industry Overview (continued)

The Shilo Inn capitalized on its regional identity and superior reputation to
make gains in its market areas. Mr. Mark Hemstreet, the owner and head of this
privately held company was quoted saying, "I'll take consistent management and a
good product any day over a good location. If guests are greeted with friendly
service and nice clean rooms, they'll come back to Shilo again and again." With
46 hotels and motels, Shilo has become a formidable chain in the West, owned by
just one person making it the 102nd largest lodging company in the world. The
company has about 2,000 employees in nine Western states. Shilo's "affordable
excellence" promotion strategy appears to have been successful in retaining its
core customer base. Shilo's size enables the company to not only get economies
of scale enabling its successful advertising and referral network, but also it
eliminates the need to associate with a costly franchise.

Mr. Hemstreet's willingness to invest in what may be considered secondary
locations goes against the trend of national operators. This provided Shilo Inns
with a competitive advantage, bringing them to maturing markets ahead of the
competition and providing a regional network of lodging facilities to service
their loyal guest base. They appeal to business travelers and tourists alike.
Further, Shilo Inns has continued to invest in renovation and upgrade of older
properties and has superior maintenance and replacements programs. Shilo Inns
has an effective company credo: to deliver consistently high standards from
friendly, efficient, and dedicated employees; and to provide clean, comfortable
and affordable accommodations.(5)

In general, we can conclude that the hotel industry is experiencing the best
growth since the trough of 1992. Increases in occupancies, average daily room
rates, and profitability has been reported throughout the industry in all market
segments. The following chart and accompanying table shows five key indications:

o     Average Daily Rate Change Rate
o     Operating Expense Change Rate
o     Free & Clear Equity Capitalization Rate
o     Residual Capitalization Rate
o     Free & Clear Equity Internal Rate of Return

- ----------
(5) "Oregon Business," October, 1993, Vol. 16, No. 10, p. 32.
- ----------                                                                    34
James Ratkovich & Associates, Inc.
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3223 Bret Clodfelter Way, The Dalles, OR


Hotel Industry Overview (continued)

                       National Full-Service Hotel Market
           From Coopers & Lybrand L.L.P. -- "Hospitality Directions"

                               [GRAPHIC OMITTED]

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
           4th Qtr,'93  1st Qtr,'94  2nd Qtr,'94  3rd Qtr,'94  4th Qtr,'94  1st Qtr,'95  2nd Qtr,'95   3rd Qtr,'95  4th Qtr,'95
- -------------------------------------------------------------------------------------------------------------------------------
<S>             <C>          <C>          <C>          <C>           <C>          <C>         <C>           <C>          <C>   
ADR Chan        0.0278       0.0329       0.0315       0.0322        0.035        0.037       0.0383        0.0391       0.0417
- -------------------------------------------------------------------------------------------------------------------------------
Op. Exp. C      0.0344       0.0363       0.0354       0.0336       0.0355       0.0352       0.0345        0.0351       0.0348
- -------------------------------------------------------------------------------------------------------------------------------
Equity Cap      0.1143       0.1148        0.115       0.1127       0.0992       0.1073       0.1058         0.109       0.1065
- -------------------------------------------------------------------------------------------------------------------------------
Residual C      0.1189       0.1148        0.115        0.114       0.1014       0.1127       0.0992        0.1078       0.1067
- -------------------------------------------------------------------------------------------------------------------------------
Equity IRR      0.1505       0.1533        0.155       0.1575       0.1567       0.1523       0.1475        0.1496       0.1505
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

o     Average Daily Rate Change Rate

This rate expresses the percentage change in the Average Daily Room Rate. Like
the capitalization rate change, there is a clear trend expressed by the ADRs. In
this case, the trend shows a steady increase in rates. Every quarter since the
2nd Quarter, 1994 has shown incremental increases with an average quarterly
increase of 3.64 percent.

o     Operating Expense Change Rate

Operating Expenses as a percent of revenues have stayed relatively flat or
stable at about 3.5 percent. This indicates that there are economies of scale in
larger revenues since operating expenses can be limited to a stable proportion
of revenues.

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3223 Bret Clodfelter Way, The Dalles, OR


Hotel Industry Overview (continued)

o     Free & Clear Equity Capitalization Rate

In contrast to the stability of the IRR, the Equity Capitalization rate (i.e.,
overall rate) is showing evidence of decline. A declining capitalization rate
indicates that investors are willing to accept a lower return from their
investment. It has been shown in the above narrative that sales have been
increasing. More purchasers in the market-place means more competition for a
finite supply, thus prices are increasing and investors must be willing to
accept a lesser capitalization rate. This type of trend encourages new
construction which, depending upon the extent of the construction, may stabilize
or even reverse the capitalization rate trend. It is not a given, however, that
occupancies and room rates will continue to increase. Based on available
information, it appears that the favorable trend will continue into 1997 and,
perhaps, beyond.

o     Residual Capitalization Rate

As would be expected, residual capitalization rates have declined consistent
with equity (or overall) capitalization rates

Summary

A dramatic strengthening of industry profits may be expected for 1996 and 1997
given the Coopers & Lybrand forecast. Major contributing factors include healthy
revenue expansion, modest increases in major expenses, continued productivity
gains, and below-average supply growth. Profits per available room are projected
to rise to $2,900 in 1996, and $3,500 in 1997.

There is a significant need to maintain and modernize older full-service hotels.
Shilo Inns has made a commitment to maintaining high-quality, attractive hotels.
Shilo has taken a "saturation" approach to expansion by locating throughout the
Pacific Northwest. Although not a franchise, the Shilo Inns name is recognizable
and has a loyal following. The Shilo Inn name is certainly beneficial in this
region and probably largely responsible for the success of the
off-the-beaten-path locations. Because Shilo is privately owned and Mark S.
Hemstreet is truly an industry insider, it is likely that Shilo Inns are better
managed due to his oversight.

Overall economic trends are positive in the Pacific Northwest and surrounding
regions. This is contributing to the growth in the lodging industry and these
trends appear to be sustainable through the few years. New additions of supply
are expected to provide stiff competition to existing properties and much of
this is coming from Holiday Inn Express and some Comfort Suites. However, Shilo
Inns typically have one of the best locations in its local market areas and with
their efficient management and continuos maintenance programs they should be
able to maintain their market share, if not increase it at he expense of less
competitive properties. Clearly, the trend in the limited service lodging
industry continues to be towards "suite" properties. Shilo Inns has many such
properties and generally provide good size rooms with market desired amenities
at an affordable price. Given the positive economic trends in the many of the
markets Shilo Inns is located, central reservation system, large guest following
and solid management structure with efficiencies in purchasing and marketing it
is reasonable to conclude that the Shilo Inns will continue to be a successful
chain with a positive outlook for the foreseeable future.

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3223 Bret Clodfelter Way, The Dalles, OR


                                SITE DESCRIPTION

As shown on the plat map to follow, the subject site is an irregular shaped
assemblage of lots, located on the north side of Bret Clodfelter Way between the
Columbia river to the north and U. S. Highway 84. The subject site consists of a
total of five contiguous tax lots containing a total area of 11.92 acres. Tax
Lot 300, located north of the existing improved area and along the river bank,
and Tax Lot 600, located along US Highway 197, are not developable due to either
topography, flood zone, or highway right-of-way and limited access. These
parcels contain a total of 5.74 acres, leaving 6.18 acres available for
development. The property has 582.15 lineal feet of frontage on Bret Clodfelter
Way and 789.31 lineal feet of frontage on the Columbia River. The site also has
approximately 596.01 lineal feet of frontage along Highway 97. The subject site
has been landscaped and lighted. There is an outdoor, fenced pool area.

Visibility and Access

The subject site has good visibility for traffic traveling along US Highway 197
and good visibility especially westbound for traffic traveling along Interstate
84. Westbound traffic has sufficient time to see the subject property prior to
reaching the US Highway 197 freeway interchange for ingress. Access is available
for pedestrian purposes along all street frontage. Vehicle access, however, is
limited to driveways located off of Bret Clodfelter Way (frontage road).

The accessibility of the site is considered to be good. Access to the property
is obtained by turning east off of US Highway 197 onto Bret Clodfelter Way. US
Highway 197 and Bret Clodfelter Way are both two-lane, two directional,
asphalt-paved, public right of ways. The do not have concrete curbs, gutters and
sidewalks. There is no city street lighting in front of the property. There is
no on-street parking along either Bret Clodfelter Way or US Highway 97. The
subject site has ample off-street parking for motel and restaurant patrons.

Topography and Drainage

Terrain characteristics of the subject property are irregular with the southwest
section of the site being at street grade and basically level. The north and
east portions of the site drop down to the Columbia River and an old river
channel. There is approximately 789.31 lineal feet of frontage along the
Columbia River. The site has an excellent view of the Columbia River, The Dalles
Dam, and the US 197 Highway bridge. Between the motel and the Columbia River are
the remains of the Lone Pine Tree Indian Village and the Shaker Church built in
1896. The Shaker Church had originally been located next to what is now Highway
197 and was moved when the motel was built. All of the village and the Shaker
Church are on the National Registry of Historic Places. There are no obvious
physical problems in the topography of the site which would adversely affect its
present use.

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3223 Bret Clodfelter Way, The Dalles, OR


SITE DESCRIPTION (continued)

Surrounding Uses

Uses surrounding the subject property include the Columbia River to the north;
undevelopable, vacant, rugged terrain to the east; Interstate 84 to the south;
and service stations and a mobile home park opposite US Highway 197 to the east,
as well as The Lone Pine Motel, Lone Pine Restaurant, McDonalds restaurant.

Zoning

The subject site is zoned C-G, (Commercial General) by the City of The Dalles.
This zoning designation allows motel, restaurant, lounge, and gift shop use
outright. Maximum building height is 55 feet. Minimum front yard setback is 15
feet. Minimum side and rear yard setbacks are 5 feet. Minimum lot area is 5,000
square feet, with the minimum width being 50 feet. Landscaping requirements
result in a need of at least 10 percent of the first floor area of the buildings
to be represented as landscape area on the site. Off-street parking requirements
result in the need for one parking space for every 200 square feet of restaurant
and lounge area, one parking space for every 30 square feet of seating unit.
Depending upon how meeting room areas are calculated, this would result in a
parking requirement for the subject property of 185 spaces. The subject has
approximately 199 paved parking spaces as well as additional parking area
adjacent to US Highway 97. The subject property meets all zoning requirements.

Soils

No soils report was provided to the appraisers. We have inspected the building
interior corridors, ground floor slab areas, parking lots, and surrounding
parcels for evidence of subsidence, heaving or separation cracking. None of
these effects was evident from our inspections. Therefore, it is assumed that
the subject soils and subsoils have adequate load-bearing capacity to support
the existing improvements, although this opinion is in no way to be construed as
having the weight of a professional engineer's opinion. Such matters are clearly
beyond the expertise of the appraiser to determine and beyond the scope of this
appraisal assignment. If a conclusive opinion is required, the services of a
properly licensed professional engineer should be retained.

Environmental Hazards

We have inspected the building interior corridors, ground floor slab areas,
parking lots, and surrounding parcels for evidence of the presence potential
environmental hazards. No suspicious containers, drums, discarded materials,
stressed vegetation, surface soil discoloration or evidence of seepage was found
by us. Therefore, it is assumed that the subject is not adversely impacted by
the presence of these hazards, although this opinion is in no way to be
construed as having the weight of a professional engineer's opinion. Such
matters are clearly beyond the expertise of the appraiser to determine and
beyond the scope of this appraisal assignment. If a conclusive opinion is
required the services of a properly licensed professional engineer should be
retained.

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3223 Bret Clodfelter Way, The Dalles, OR


SITE DESCRIPTION(Continued)

No suspicious containers, drums, discarded materials, stressed vegetation,
surface soil discoloration or evidence of seepage was found by us. Therefore, it
is assumed that the subject is not adversely impacted by the presence of these
hazards, although this opinion is in no way to be construed as having the weight
of a professional engineer's opinion.

Seismicity

The subject site is NOT LOCATED within a Seismic Special Study Zone. The 1994
Uniform Building Code (UBC) identifies the region as a Zone 2B risk area, which
is characterized as having low to moderate seismicity and moderate seismic
engineering requirements.

Utilities

All utilities necessary for the operation of the hotel are in place and are
presumed to be of adequate capacity. Water and sewer, are provided by the City
of The Dalles. Electrical service is provided by Wasco Public Utility District.
Natural gas is supplied by Northwest Natural Gas. Telephone service is provided
by United Telephone Company. Utility lines are above ground for electrical and
telephone service.

Easements, Restrictions, CC&Rs, Adverse Encumbrances

The property is subject to municipal easements to allow normal installation and
maintenance of utilities. There are also rights of the public and governmental
bodies in that portion of the property lying below the (mean) high water mark of
the Columbia River and the ownership of the State of Oregon in that portion
lying below the high water mark. We are aware of no easements or covenants which
would adversely affect the value of the property in its current use.

Assessment and Taxes

According to the Wasco County Assessor, the subject assessments and property
taxes for the current tax year are summarized as follows:

Tax Account          Land          Improvement   Total         Taxes
- -----------          ----          -----------   -----         -----
1N 13E 1AB 200         $ 46,650    $        0    $   46,650       $   826.56
1N 13E 1AB 300         $174,450    $1,718,800    $1,893,250       $29,196.29
1N 13E 1AB 500         $183,130    $2,029,340    $2,212,470       $34,066.74
1N 13E 1AB 600         $ 23,390    $        0    $   23,390       $   414.38
                     ----------    ----------    ----------    -------------

        Total:       $  427,620    $3,748,140    $4,175,760    $   64,503.97

According to tax office data, all payments are current. Assessments and tax
rates are typical for commercial property in The Dalles.

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3223 Bret Clodfelter Way, The Dalles, OR


SITE DESCRIPTION(continued)

Drainage and Flood Classification

The site appears to have adequate drainage and soil load bearing capabilities to
support most development, as evidenced by the subject and surrounding buildings.
The majority of the site is outside the confines of the 100-year flood zone.
Only a small narrow band along the river frontage is identified as flood zone.
All of the developed area of the site, including buildings, landscaping, pool
and parking lots, are above the flood plain.

Conclusion

After careful consideration of the foregoing factors, the appraiser believes
that the subject site is well adapted to its current use as a hotel/restaurant
site. The majority of the subject site is developed with the Shilo Inn Motel and
O'Callahan's Restaurant. There is some excess land located along the Columbia
River bank, which is non-developable. The site and river frontage has been
developed in an efficient manner and shows no signs of functional obsolescence.
We further conclude that it is located within the general path of growth for the
city and note that its proximity to Interstate 84 and US Highway 197 enhance its
locational attributes. There are no apparent adverse easements or encroachments
noted. The site is easily accessible and enjoys a spectacular view of the
Columbia River and The Dalles Dam. These natural and man-made features provide a
magnet to attract tourists and recreational enthusiasts.

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3223 Bret Clodfelter Way, The Dalles, OR


                                    PLAT MAP


                                [GRAPHIC OMITTED]

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3223 Bret Clodfelter Way, The Dalles, OR


                             IMPROVEMENT DESCRIPTION

Structures

The subject improvements consist of five, interconnected, two-story, Class D,
double wall constructed motel /restaurant buildings encompassing 78,566 square
feet gross. The facility contains 112 motel rooms, one restaurant, one lounge,
banquet and meeting rooms, office, lobby and common areas of corridor and
stairwells, storage rooms, daylight basement with laundry and workshop area.

The entire complex is constructed on a site which slopes gently toward a high
river bank, providing a good view of the Columbia River from most rooms. The
main building contains the lobby/registration area, banquet room, conference
rooms, restaurant and lounge. This building connects to the newest mini-suites
addition accessed by a hallway to the southeast. The other buildings are
accessed to the west of the main building, then turning north connected by
hallways. The northern-most building contains a sauna and spa. The main
building, and three adjoining building to the west and north, were constructed
in 1972. The mini-suites addition was constructed in 1991. Major renovation and
remodeling occurred in 1988 to the original buildings. The property has been
well maintained. No deferred maintenance was noted. In view of the quality,
condition, maintenance and remodeling, the effective age is estimated at 10
years.

The restaurant has a seating capacity of approximately 137 and the adjoining
lounge can seat 40 to 45. These rooms have large windows on the north side
affording a good view of the Columbia River and The Dalles Dam, as well as the
landscaped grounds. Meeting, conference and banquet areas can accommodate 250.
The main banquet room contains approximately 4,000 square feet and can be
subdivided into three smaller rooms. There if a full-service kitchen and two
public rest rooms in this area of the building.

The basic structural framework consists of wood framing and a concrete
foundation. Exterior siding is painted/stained exterior textured plywood siding.
The roof cover consists of composition shingles. Windows are aluminum and
vinyl-framed. Heating and air conditioning is provided by individual package
HVAC units. There is an alarm system throughout, with smoke detectors in each
guest room.

Guest Rooms

The average room size ranges from 294 to 462 square feet. The newer mini-suites
represent the larger room type. The older units range in size from 294 to 378
square feet. Room types include single queen, double queen, single king, double
queen mini-suite and king mini-suite. The room finish includes carpet and vinyl,
as well a ceramic tile.

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3223 Bret Clodfelter Way, The Dalles, OR


IMPROVEMENT DESCRIPTION (continued)

The typical guest room is furnished with a small table with two chairs,
dressers, lamps, nightstands, television set, and queen or king sized beds. They
are equipped with small refrigerators, microwave ovens, coffee makers, color TV,
video players and hair dryers. The mini-suites also have an easy chair and/or
couch.

Public Areas

The restaurant and lounge, known as O'Callahan's, is located in the main
building. It has exposed beam and wood vaulted tongue-in-groove ceilings. There
is also a large banquet room and two conference rooms, public rest rooms,
registration lobby, guest lobby and continental breakfast room. The main lobby
area has vaulted ceilings with exposed beams, extensive decorative lighting,
wood paneling and a good view of the Columbia River, The Dalles Dam and
landscaped grounds.

There is a heated outdoor swimming pool which is fenced and has a large pool
side patio area. In addition, there is a sauna and spa located in the
northern-most building.

Service areas of the hotel include a maintenance and laundry room, an equipment
room, and storage room located in a basement area in Building C.

Parking

Parking is provided in a surface-level asphalt paved and striped lot located on
the south and west sides of the existing buildings. Off-street parking is
provided for approximately 199 vehicles. Parking is ample and exceeds minimum
zoning requirements.

Gross Building Area:

The following is a breakdown of the major building area components:

               Building Area                  Size/Sq.Ft.
               -------------                  -----------
               Older Guest Room Area:         28,000
               Mini-Suite Wing:               18,566
               Restaurant/Lounge:              8,000
               Lobby/Banquet, etc.:            9,500
               Halls/Mechanical, etc.:         8,500
               Basement Storage:               6,000
                                               -----
                             Total:           78,566 Square Feet

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3223 Bret Clodfelter Way, The Dalles, OR


IMPROVEMENT DESCRIPTION (continued)

Average Room Size:              350 square feet average for older units
                                462 square feet average for newer mini-suites.

No of Stories:                  Two

Year Built:                     Phase I:  1972

                                Phase II:  1991

Foundation:                     Steel reinforced concrete footings, continuous
                                and concrete block foundation walls,
                                conventional concrete pier pads.

Floor Structure:                Conventional post and beam construction with
                                floor joist, wood subfloor and finish flooring.

Exterior Walls:                 Class D, double wall wood frame construction.
                                Exteriors of T-1-11 siding over sheathing.
                                Interior construction of finished painted,
                                papered and/or paneled drywall. Insulation in
                                ceiling and exterior walls.

Window/Sash/Door:               Aluminum and vinyl-framed sliding glass windows.
                                Storefront anodized aluminum frame glass doors
                                at main lobby entrance and side entrances.

Roof Structure:                 Prefabricated roof trusses with 5/8" CDX plywood
                                sheathing over trusses; composition shingle
                                roofing; gutters and down spouts.

Interior  Walls:                2"x4" wood frame partitions, 16" or 24" on
                                center with textured and painted 5/8" GWB (one
                                hour rating); sound attenuating insulation with
                                R-11 bats.

Interior Finish:                Floor coverings in all rooms have hotel grade
                                carpet; floor coverings in lobby of carpet;
                                floor cover in pool area of steel reinforced
                                poured in place concrete; floor cover in
                                restrooms of vinyl; incandescent and fluorescent
                                lighting, suspended decorative lighting in
                                lobby.

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3223 Bret Clodfelter Way, The Dalles, OR


IMPROVEMENT DESCRIPTION (continued)

Lobby:                          Good quality carpeting, exposed open-beam
                                cathedral ceiling accented by suspended
                                chandelier; built in front desk/service counter,
                                guest seating area, decorative furnishings,
                                business office, hospitality room.

Guest Rooms:                    Painted and papered drywall walls and
                                ceilings; carpet in guest rooms and ceramic tile
                                floor cover in bathroom, sliding aluminum frame
                                windows; interior partitions with vision glass
                                panels; kitchenette units with under-counter
                                refrigerators and microwave ovens; televisions,
                                furniture draperies etc. See FF&E description.

Elevators/Stairways:            One hydraulic passenger elevators, 2 stops
                                located in the new wing. The other buildings
                                have interior stairways at either end of the
                                buildings.

HVAC/Climate Control:           Individual wall mounted package HVAC units with
                                temperature control modules in each guest suite.
                                Central HVAC system with multi-zone control
                                system for common areas and lobby.

Electrical:                     Electrical system design engineered to specific
                                hotel electrical loads; 3 phase, 4-wire
                                multi-paneled power busses.

Plumbing:                       Each guest suite includes a tub with shower and
                                toilet in separate room contiguous to dressing
                                room. Small vanity with lavatory sink and wall
                                mounted/surface lighted mirrors and ventilator
                                exhaust fans. Kitchenette sinks included in most
                                units.

Fire Protection:                Battery-powered smoke detection in each guest
                                room, fire alarm pull stations near stairwells.
                                Newer addition has hard-wired smoke detection
                                and emergency lighting.

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3223 Bret Clodfelter Way, The Dalles, OR


IMPROVEMENT DESCRIPTION (continued) 

Furniture Fixtures & Equipment: Guest suites include either single king bed or
                                double queen beds; color televisions with remote
                                controls; carpet, draperies; light fixtures and
                                lamps; combination desk/dresser units; luggage
                                rack; 36" parlor table with 2 upholstered wood
                                chairs; night stand, microwave oven and
                                refrigerator; multiple phone jacks.

Site Improvements:

The site improvements include asphalt paved and striped parking areas (199
spaces, including handicapped stalls); landscaping is well maintained and
incorporates native species; extensive lighting; concrete flat work including
sidewalks, walkways, pool apron; heating swimming pool which is fenced; wood
deck off dining area; Shilo Inn signage and flag pole. There is also the remnant
of an old Indian village situated on the river bank, reported to have been
constructed in 1890. This has historical significance, as well as providing a
local interest for motel guests.

Depreciation

The actual age of the improvements range from 4 to 24 years. The older sections
were remodeled and renovated in 1988. In view of the renovation, quality and
strong on-going maintenance program, an effective age of 16 years is estimated.
According to building industry sources, the expected life of similar
improvements is 50 years. Depreciation analysis in the Cost Approach will
reflect the effective age.

Functional Features and Concluding Remarks

Overall the improvements are in good to very good condition and show care of
maintenance. They are well designed, functional in their layout and provide good
utility and guest appeal. Nothing in our inspections suggests either the
presence of elements of functional obsolescence or deferred maintenance.

The operators' marketing strategy is focused on maximizing extended visit
patronage and corporate and governmental patronage. We find the modified suites
layout offering "larger than typical" single room units, with amenities
typically found in true all suites hotels, is a cost effective way to deliver
more amenity and functional utility to the customer, without incurring the
additional costs associated with the development and operation of multi-room
suites. In-room kitchenettes with microwave ovens and refrigerators, segregated
sleeping and meeting room areas, multiple phones, guest laundry facilities and
attractive corporate plans seem to be effective in attracting the target market
customer.

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3223 Bret Clodfelter Way, The Dalles, OR


IMPROVEMENT DESCRIPTION (continued)

Furniture, Fixtures & Equipment

The guest rooms are furnished with typical modern furnishings which include
either a single king-sized bed or two double queen beds, side tables, desk,
dresser, chairs, table, draperies, night stands, color television with remote,
video players, microwaves, mini-refrigerators, lamps, couch, clock radio and
three telephones. Also the single kings contain a sleeper sofa. FF&E includes
all the furnishings, linens and supplies, cleaning and house keeping equipment,
business office and front desk equipment, furnishings and related personal
items. We have estimated these personal property items at a depreciated
replacement value of $3,000 per room, or $336,000.

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3223 Bret Clodfelter Way, The Dalles, OR


                                    Site Plan


                                [GRAPHIC OMITTED]

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3223 Bret Clodfelter Way, The Dalles, OR


                                   Floor Plan


                                [GRAPHIC OMITTED]

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3223 Bret Clodfelter Way, The Dalles, OR


                                   Floor Plan


                                [GRAPHIC OMITTED]

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3223 Bret Clodfelter Way, The Dalles, OR


                                   Floor Plan


                                [GRAPHIC OMITTED]

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3223 Bret Clodfelter Way, The Dalles, OR


                          HIGHEST AND BEST USE ANALYSIS

The Appraisal Institute defines highest and best use as follows:

        "The most profitable likely use to which a property can be put. The
        opinion of such use may be based on the highest and most profitable
        continuous use to which the property is adapted and needed, or likely to
        be in demand in the reasonably near future. However, elements affecting
        value that depend on events or a combination of occurrences that,
        although in the realm of possibility, are not fairly shown to be
        reasonably probable, should be excluded from consideration. Also, if the
        intended use is dependent on a uncertain act of another person, the
        intention cannot be considered.

        "That use to which the land may reasonably be expected to produce the
        greatest net return to land over a given period of time. That legal use
        which will yield to land the highest present value. Sometimes called
        'optimum use.'"

In estimating highest and best use, there are essentially four stages of
analysis:

      1.    Possible Use. What uses of the site in question are physically
            possible?

      2.    Permissible Use (legal). What uses are permissible by zoning and
            deed restrictions on the site in question?

      3.    Feasible Use. Which possible and permissible uses will produce a net
            return to the owner of the site?

      4.    Maximally Productive Use. Among the feasible uses, which use will
            produce the highest net return or the highest present worth?

The highest and best use of the land (or site) if vacant and available for use
may be different from the highest and best use of the improved property. This is
true when the improvements are not an appropriate use, but it makes a
contribution to the total property value in excess of the value of the site.

The following tests must be met in estimating the highest and best use. The use
must be legal; the use must be probable, not speculative of conjectural; there
must be a profitable demand for such use; and it must return to the land the
highest net return for the longest period of time. These tests have been applied
to the vacant property. In arriving at the estimate of highest and best use, the
subject site was analyzed as vacant and available for development.

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HIGHEST AND BEST USE ANALYSIS (continued)

As Vacant

Possible Use. The first constraint is the constraint dictated by the physical
characteristics of the site. The size and location within a block have a
determining effect on the site's value. In general, larger sites and corner
locations enable a developer to achieve economies of scale and allow flexibility
in building design.

The subject site consists of a total of five contiguous tax lots containing a
total area of 11.92 acres, according to Wasco County data. Tax Lot 300, located
north of the existing improved area and along the river bank, and Tax Lot 600,
located along US Highway 197, are not developable due to either topography,
flood zone, or highway right-of-way and limited access. These parcels contain a
total of 5.74 acres, leaving 6.18 acres available for development. This 6.18
acres has good access, is level, is above the flood and has a good view of the
Columbia River, US Highway 197 bridge to Washington State and The Dalles Dam.

The subject site has access from a driveway on Bret Clodfelter Way and US
Highway 197. Interstate 84 is located immediately south of Bret Clodfelter Way
and has a full interchange at US Highway 197. Because of this factor the subject
parcel has excellent freeway access, as well a regional north-south access from
US Highway 197. The Dalles Dam is a tourist attraction and is located east of
the subject site. The size, shape and topography provide unlimited options for
development. We also note that all utilities are available to the site and the
frontage street is in place and fully improved. Therefore, the physical aspects
of the site assemblage do not eliminate any uses from the highest and best use
analysis, except for the area classified as "excess" land. While the "excess"
land cannot easily be developed, it provides a buffer between US Highway 197 and
the Columbia River. This buffer area results in protected Columbia River views
and unobstructed visibility from US Highway 197.

Permissible Uses. Two types of legal restrictions apply to the subject property:
private restrictions (deed restrictions and easements), and public restrictions
(principally, zoning). The existing utility easements are standard and do not
adversely impact the development potential of the site. Therefore, the principal
legal limitation on the development entitlements for the site is the CG zoning.
The CG (General Commercial) zone is defined by the City of The Dalles as a broad
spectrum commercial district that permits most retail, commercial service and
related commercial uses. This designation allows lodging facilities, as well as
restaurants and lounges.

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HIGHEST AND BEST USE ANALYSIS (continued)

Feasible Uses. The property is easily adapted to most forms of commercial
development, but appears particularly well suited to highway oriented commercial
uses where exposure to high average daily traffic volumes is regarded as
advantageous by prospective users. Uses, such as residential development which
are permissible, are less than optimal since heavy traffic exposure and noise
from the interstate is regarded as an adverse characteristic which would tend to
limit or diminish property values. Clearly, uses such as hotels/motels, gas
station/c-stores and restaurants benefit most from the dual exposure of the
subject site, and tend to yield the greatest profitability.

The feasibility of these uses must be considered in light of historical
development trends and the current supply of such uses in the local market.

Maximally Productive Uses. Of the permitted uses our analyses suggest that the
maximally productive uses today are probably special purpose in nature. These
may include automotive oriented retail/commercial uses, such as national
franchise tire dealers, or gas station/convenience stores. Beyond these, it
appears that hotel/motel uses and restaurant uses with strong marketing and
brand identification may yield the maximally productive use for the site today.

With respect to the "excess" land, it is unlikely that a potential purchaser
would pay the going market price for commercially-zoned land due to its
development limitation. Because is protects us highway 101 exposure and an
unobstructed view of the Columbia river, the net developable site area would
likely receive a slight premium, compared to other sites.

As Improved

The subject is a five building, two-story hotel property with 112 guest suites
on a 6.18 acre site, with a contiguous "excess land" parcel containing 5.74
acres. The present improvement maximizes the net developable area of the site
and takes advantage of the Columbia River and the Dalles Dam view amenity. Its
location at a major interstate interchange, as well as a north-south highway
linking Washington State and the US Highway 197 bridge, place the property at a
significant regional crossroads. Because of these factors, the existing hotel
with restaurant and lounge takes advantage of destination tourists as well as
transient travelers.

As improved, we conclude that the highest and best use the subject property is
for continued use as a full service motel, as the motel is operating profitably
and the existing improvements contribute the vast majority of the property
value.

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                                    VALUATION

There are three approaches to value which will be employed in the analysis: the
Cost Approach including land valuation and construction cost analysis; Direct
Sales Comparison Approach evaluating sales of similar properties; and an Income
Approach based upon the property operating at stabilized income levels.

Cost Approach

In the appraisal process, the Cost Approach requires an analysis of sales of
similar parcels of land to arrive an estimate of market value for the subject
site. An estimate is then made as to the cost to replace the subject's
improvements at today's costs using reliable sources of cost data. Depreciation
or obsolescence from all causes is estimated based on the experiences of similar
properties. Depreciation is then deducted from the replacement costs as new to
arrive at the present worth of the improvements and the site.

Market Approach  (Direct Comparison Approach)

This is an appraisal procedure in which the value estimate is predicated upon
prices paid in recent market transactions. Listings and offerings of property
may also be utilized in this analysis, however, the use of listings is limited
since the property has not met the full test of the market and usually tends to
set the upper limit of value. The steps the appraiser follows in this approach
are set forth below.

      1.    Seeks out similar properties for which pertinent sales, listings,
            offerings and/or rental data are available.

      2.    Qualifies the price as to terms, motivating forces and bona fide
            nature.

      3.    Compares each of the sale properties' important attributes with the
            corresponding ones of the properties being appraised, under the
            general division of time, location, income and physical
            characteristics.

      4.    Considers all dissimilarities in terms of their probable effect upon
            the sale price.

      5.    Formulates an opinion of the relative value of the property being
            appraised as compared with the price of each similar property.

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3223 Bret Clodfelter Way, The Dalles, OR


VALUATION (Continued)

The units of comparison abstracted from the sales are the sales price per square
foot or unit and the overall rate of return. Each of these units of comparison
is discussed more fully below.

Sales Price per Square Foot or Unit

This is an expression of the total consideration divided by the particular unit
of comparison. Its chief advantage is that it is a direct comparison of the
price of the comparable to the property in question. Weighing of comparables may
be necessary due to differences of location, physical characteristics, market
conditions and terms of the sale transactions. It is most accurate when the
subject and the comparables are of similar character and the sales are of recent
vintage.

Overall Rate of Return

This rate is the direct relationship of the net operating income (before debt
service) and the sale price. the overall rate reflects both the return on the
investment and the return of the investment. This is a rate which is frequently
used by investors and appraisers because it is ascertainable from comparable
sales and can be applied directly to the estimated net operation income of the
property under appraisal. This unit of comparison is used in the Income
Approach.

Income Approach

The Income Approach is generally the most relevant approach in evaluating
investment type properties. This approach is predicated on the principle that
value is created by the expectation of benefits derived in the future. The
anticipated net income is converted to a present value by a direct
capitalization or the use of a discounted cash flow process.

Direct Capitalization

This process involves dividing the net operating income by a capitalization
rate. This rate reflects such factors as risk, time, interest on capital
investment, and recapture of the depreciating asset. This approach to value
encompasses the following:

1.    The estimation of current economic rent levels to establish annual
      potential gross revenues. Current economic rents are generally current
      market rents.

2.    The estimation of vacancy and collection loss allowances.

3.    The estimation of annual operating expenses.

4.    The deduction from potential gross revenues of vacancy and collection loss
      and operating expenses, leaving the net operating income before debt
      service and depreciation.

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VALUATION (Continued)

5.    Capitalization of the net operating income by the appropriate rate as
      abstracted from the market.

Discounted Cash Flow

A widely accepted view of value as of a given valuation date is the discounted
present worth of the anticipated future income reasonably expected to be
generated by an income producing property over a specific period of time. The
process by which future income receipts are converted to a present value is
termed discounting. Many different capitalization methods and techniques are
available to process anticipated future income into a present worth estimate.
The method used depends primarily on the characteristics of the forecast income
stream, the form of the appropriate rate of return or discount rate, and the
time period involved.

The two methods used in this analysis are capitalization in perpetuity
(utilizing an overall capitalization rate discussed above) and capitalization
for a finite period (discounted cash flow analysis). Capitalization in
perpetuity as used in the Income Approach assumes the income stream will
continue undiminished, indefinitely. The rate used to process this income
streams embodies the factors of time preference (opportunity costs), liquidity,
management burdens, and ownership risks. The appropriate rate is derived through
an analysis of sales of properties displaying similar investment opportunities
to the investor.

The discounted cash flow method is a rigidly defined mathematical relationship
between income streams, rates and timing. Processing an income stream by a
correct mathematical formula does not in itself produce a supportable market
value. As with other techniques of income capitalization, the discounted cash
flow analysis requires reliable market data on several critical points. If the
required market data information is not available, the appraiser is injecting
his judgment and opinion in using non-market data and the results are not
justifiable market value.

RECONCILIATION

The final step in the appraisal process is the reconciliation or correlation of
the value indicators. In the reconciliation, the relative applicability of each
of the approaches utilized is considered. Those approaches that are deemed most
appropriate to the particular appraisal question involved are weighed for the
accuracy and reliability of the data used in the analysis, and an opinion is
formed as to the market value of the subject property. The relative weight or
emphasis given to any of the approaches depends on the forces prevalent in the
market which act upon the subject property.

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                                  COST APPROACH

In this approach, it is assumed that a purchaser would consider producing a
substitute, competing property with the same utility as the subject. The net
cost to the rational, informed purchaser is the measure of value of the subject
property. The net cost includes construction costs (to the purchaser, not the
contractor or builder), financing costs, and all other costs incurred during the
construction period. Any depreciation or diminished utility is deducted from the
costs in order to arrive at a net contribution of the improvements in their
present condition to the total property value as of the valuation date. The site
is valued as if vacant and available to be put to its highest and best use. This
is then added to the depreciated improvement costs to yield the value of the
total property as indicated by the Cost Approach.

Land Valuation

The most reliable procedure for estimating the land value is by the application
of the Direct Sales Comparison Approach. In estimating the value of the
subject's site, a search was conducted to find sales of similar parcels with
similar zoning and characteristics. Those sales considered to be the most
relevant indicators of the subject's land value are detailed on the following
pages.

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3223 Bret Clodfelter Way, The Dalles, OR


                                 Land Sales Map


                                [GRAPHIC OMITTED]

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3223 Bret Clodfelter Way, The Dalles, OR


                             COMPARABLE LAND SALE 1

PROPERTY IDENTIFICATION

Address:                            W 7th Street
City:                               The Dalles
Tax Lot:                            300
County:                             Wasco
Map Reference:                      2N13E 32A
Property Rights:                    Fee Simple

SALE INFORMATION

Grantor:                            Raymond Shultensto
Grantee:                            Bruce Humphrey
Document Number:                    94-5555
Sale Price:                         $225,000
Sale Terms:                         Cash Equivalent
Sale Date:                          September 15, 1994

SITE DESCRIPTION

Site Area:                          2.59 acres  -  112,820 square feet
Zoning:                             CG
Utilities:                          Available
Off-Sites:                          Fully Improved
Topography:                         Level
Location:                           Interior site on the north side of W 7th, 
                                    east of Snipes Street.

SALE ANALYSIS

Price Per Square Foot:              $1.99

COMMENTS                            Commercially-zoned site with all services in
                                    pioneering location.

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                             COMPARABLE LAND SALE 2

PROPERTY IDENTIFICATION

Address:                            Old Columbia River Road
City:                               The Dalles
Tax Lot:                            700
County:                             Wasco
Map Reference:                      2N 13E 33C
Property Rights:                    Fee Simple

SALE INFORMATION

Grantor:                            Honald Inc.
Grantee:                            Robert Ward
Document Number:                    95-0735
Sale Price:                         $150,000
Sale Terms:                         Cash Equivalent
Sale Date:                          February 23, 1995

SITE DESCRIPTION

Site Area:                          1.88 acres  -  81,893 square feet
Zoning:                             CG
Utilities:                          Available
Off-Sites:                          Fully Improved
Topography:                         Level
Location:                           Interior site on the north side of Old 
                                    Columbia River Road, west of Webber, 
                                    adjacent to Interstate 84.

SALE ANALYSIS

Price Per Square Foot:              $1.83

COMMENTS                            Site backs on Union Pacific tracks.  Good 
                                    freeway access.

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                             COMPARABLE LAND SALE 3


PROPERTY IDENTIFICATION

Address:                            Lot 2, Columbia Gorge Center Subdivision
City:                               The Dalles
Tax Lot:                            103
County:                             Wasco
Map Reference:                      1N 13E 4AB
Property Rights:                    Fee Simple

SALE INFORMATION

Grantor:                            Birtcher NW
Grantee:                            Columbia Gorge
Document Number:                     95-2676
Sale Price:                         $784,000
Sale Terms:                         Cash Equivalent
Sale Date:                          June 8, 1995

SITE DESCRIPTION

Site Area:                          4.27 acres  -  186,000 square feet
Zoning:                             CG
Utilities:                          Available
Off-Sites:                          Fully Improved
Topography:                         Level
Location:                           Interior site north of W 6th - Ernst 
                                    Hardware site.

SALE ANALYSIS

Price Per Square Foot:              $4.22

COMMENTS                            Large commercially-zoned site located in new
                                    commercial subdivision with good access.

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3223 Bret Clodfelter Way, The Dalles, OR


                             COMPARABLE LAND SALE 4

PROPERTY IDENTIFICATION

Address:                            Lot 1, Columbia Gorge Center Subdivision
City:                               The Dalles
Tax Lot:                            104
County:                             Wasco
Map Reference:                      1N 13E 4AB
Property Rights:                    Fee Simple

SALE INFORMATION

Grantor:                            Birtcher NW
Grantee:                            Safeway, Inc.
Document Number:                    95-2273
Sale Price:                         $894,191
Sale Terms:                         Cash Equivalent
Sale Date:                          June 8, 1995

SITE DESCRIPTION

Site Area:                          4.83 acres  -  219,395 square feet
Zoning:                             CG
Utilities:                          Available
Off-Sites:                          Fully Improved
Topography:                         Level
Location:                           North side of W 6th Street - Safeway site 
                                    south of Ernst

SALE ANALYSIS

Price Per Square Foot:              $4.25

COMMENTS                            Large commercially-zoned parcel which will 
                                    be developed with a new Safeway supermarket.

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3223 Bret Clodfelter Way, The Dalles, OR


COST APPROACH (Continued)

Discussion

These four land sales transactions represent the most recent and comparable
sales to the subject. The sales occurred between September 1994 and June 1995,
indicating a price range of $1.83 to $4.25 per square foot. The discussion of
the value adjustments and conclusions is presented below.

Property Rights Conveyed

This adjustment considers the differences in legal status (interest) between the
subject property and the comparable sales. Specific interests convey different
types of rights in a property that affect value. Property rights can be defined
as fee simple, leased fee and leasehold interests. All the land sales used
involved the transfer of the fee simple interest and no adjustment is warranted.
No adjustment was made.

Financing Adjustment

The comparable land sales have been reviewed in reference to their financing.
Sales and asking prices represent all cash transactions, where no extraordinary
financing terms or seller financing is involved. Therefore, no cash equivalency
adjustments have been applied.

Market Conditions Adjustment - Time Factor

The sales were analyzed for changes in market conditions to determine if a
market conditions adjustment is required and to what magnitude. Based upon
appraiser's evaluation of trends in the market we have identified land inflation
rates within our local market ranging from zero-percent per year to 10 percent
per year. In view of the sale dates and property locations, an annual date of
sale adjustment of 1 percent is estimated.

Physical Adjustments

Factors which have an influence on value such as location, growth patterns and
trends, accessibility to freeways, employment and commerce centers, size, and
physical improvements required for development (off-sites), all require
appropriate adjustments in comparing the comparable sales to the subject
property. We note that Comparables #1 and #2 are located in a more
industrial-type neighborhood, with inferior access to freeway and transportation
arteries. These sales are adjusted upward 20% to compare to the subject site.
Comparables #3 and #4 are located in a commercial district undergoing
development by several national retailers. The access and visibility is
considered to be slightly superior and are adjusted downward 10% to compare to
the subject.

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COST APPROACH (continued)

Size adjustments, which may be dictated when substantial differences in value
indicators can be isolated only to differences in size, may be supported where
data is plentiful enough to facilitate a matched pair sales analysis. In this
case the available data are insufficient to do so. However, it is typical for
larger sites to indicate a lower price per square foot, all other things being
equal. The subject site is larger than the comparables, requiring overall
downward adjustment for parcel size. Therefore to adjust for size differences,
each sales is adjusted downward .5% for each 10,000 square feet of difference,
using the subject site size as standard.

Excess Land consists of approximately 5.74 acres. As noted earlier in this
report, this area of the subject site cannot likely be developed but does
provide a buffer between Highway 197 and the Columbia River. This buffer
provides good visibility and access, as well as unobstructed view of the
Columbia River and The Dalles Dam. This factor is considered to have a positive
impact, compared to the comparable sales. Therefore, Comparables #1 and #2 are
adjusted upward 5% and Comparables #3 and #4 are adjusted upward 2% to compare
to the subject. Comparables #3 and #4 are adjusted upward at a lesser rate due
to their size, visibility and access.

Concluded Land Value

The comparable land sales indicate an unadjusted range from $1.83 to $4.25 per
square foot. These sales are all CG commercial parcels intended for commercial
uses. All are located in The Dalles and provide a fairly well defined range of
values prior to an application of adjustments. After adjustment, the sales
indicate a price range of $2.15 to $3.84 per square foot. Comparables #3 and #4
required the least adjustment and are the most recent sales. These parcels are
also larger and are considered to best reflect the value of the subject parcel.
In view of the location, size, access and physical characteristic of the
subject, a value of $3.00 per square foot is supported by market evidence. This
reflects a value estimate as follows:

             269,200 square feet @ $3.00 per square foot = $807,600
                                Rounded $800,000

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COST APPROACH (Continued)

Reproduction Cost New

The next step in the Cost Approach is to estimate the cost new of the subject
improvements. The dimensions and characteristics of the improvements have been
identified through a field inspection and analysis. There are two forms of cost
data generally available. These are Replacement and Reproduction costs.

Replacement Cost is defined in Real Estate Terminology, Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of a building having
utility equivalent to the building being appraised but built with modern
materials and according to current standards, design and layout."

Reproduction Cost is defined in Real Estate Terminology, Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of an exact duplicate or
replica using the same materials, construction standards, design, layout, and
quality of workmanship, embodying all the deficiencies, super adequacies and
obsolescence of the subject building."

The use of the replacement cost concept presumably eliminates all functional
obsolescence, and the only depreciation to be measured is physical deterioration
and external obsolescence. In this appraisal, the Marshall Valuation Service, a
nationally recognized cost service, as well as consultation with local
contractors, has been used to derive the estimate of the replacement cost. The
publishers of this manual consider the estimates to be replacement costs, but
when the cost model closely conforms in construction materials and methods to
the subject, these costs can be considered as reproduction costs.

Since the cost estimate is applied to the gross area of the subject property,
the deficiencies and other adequacies of the subject are embodied in the cost
estimate and are dealt with in the depreciation estimate. The cost utilized in
this analysis is therefore considered to represent Reproduction Costs.

This estimate is set forth on the Development Proforma located at the end of
this approach. These costs include hard costs for construction, soft costs for
architectural and engineering, soil, legal, supervision, fees and related costs;
Financing costs; leasing commissions; and rent loss during absorption.
Developers profit is added at 18 percent to account for the high level of risk
and skill required to develop hotel property.

The hard construction cost for the improvements is estimated at $75.54 per
square foot. Soft costs are estimated at 8 percent for design, architectural and
engineering; 3 percent for development overhead, and 25 percent of annual income
is estimated for opening expenses and income loss during stabilization.

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COST APPROACH (continued)

Furniture, Fixtures & Equipment

The guest rooms are furnished with typical modern furnishings which include
either a single king-sized bed, two or three queen beds, side tables, desk,
dresser, chairs, table, draperies, night stands, color television with remote,
lamps, couch, clock radio and telephones. Most rooms have a small refrigerator,
microwave and hair dryer. There are some kitchenette units. FF&E includes all
the furnishings, linens and supplies, cleaning and house keeping equipment,
business office and front desk equipment, furnishings and related personal
items. We have estimated these personal property items at a depreciated
replacement value of $3,000 per room, or $426,000.

Accrued Depreciation

Accrued depreciation is the difference between the reproduction cost of the
improvements and the market value of the improvements on the date of valuation.
Depreciation is characterized by three categories: physical, functional and
external.

Physical depreciation is evidenced by wear and tear of the structure. Functional
obsolescence is also caused by internal characteristics such as a poor floor
plan, inadequate mechanical equipment or functional inadequacy or over adequacy
due to size or other characteristics. External or economic obsolescence is
caused by conditions external to the property, such as a lack of economic demand
or changing property uses in the area, or general national or regional economic
conditions.

To establish the appropriate depreciation to be applied to the subject, the
Marshall Valuation Service has been consulted. This service collates by type of
construction and usage actual case studies of properties to produce market
derived depreciation and remaining life estimates. These studies resulted in
mathematical curves from which the depreciation for any initial life expectancy
can be computed. An additional method of estimating physical depreciation is the
Age/Life Method. This is a method of estimating incurable physical deterioration
as a percentage applied to current replacement or reproduction cost new of the
improvements. The percentage reflects the ratio of estimated effective age to
typical anticipated economic life.

The depreciation estimate for the subject property is based an effective age at
18 years and an expected life of 50 years for the improvements indicating a
depreciation estimate of 32 percent.

Located on the following page is a summary of the replacement cost new,
including depreciation and land value indication. It indicates an As Is value of
subject property, as follows:

                                   $7,360,000
                                   ==========

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                             Replacement Cost Study

<TABLE>
<CAPTION>
========================================================================================================
Development Proforma
Shilo Inn, The Dalles, OR
========================================================================================================

<S>                             <C>      <C>         <C>            <C>          <C>            <C>  
MVS: Sec 11, P 17, Class D, GoodCurrent X          Local X          Adj $/sf
- -----------------------------------------          -------          --------
Base Cost:                $69.30     1.00             1.09            $75.54
Hard Costs                           Measure     $/Measure                            Cost         $/SF
- ----------                           -------     ---------                            ----         ----
  Building                         78,566 SF        $75.54        $5,934,640
  Yard Improvements                                                 $250,000
                                                                    --------

Total Hard Costs                                                                $6,184,640       $78.72

Soft Costs
- ----------
Architectural & Engineering                          8.00%          $494,800
Development Overhead                                 3.00%           185,500
Stabilization & Opening Expenses            25% of annual income     372,102

Total Soft Costs                                                                $1,052,402       $13.40
- ----------------                                                                  --------      

Total Improvement Costs                                                         $7,237,042       $92.11

Entrepreneurial Profit                18.00%                                    $1,302,668       $16.58
                                                                                  --------       ------
Total                                                                           $8,539,710      $108.69

Depreciation Adjustment             Age/Life        % Dep.            $ Dep.
- -----------------------             
Physical                               16/50        32.00%        $2,315,854


Total Depreciation                                                              $2,315,854       $29.48
                                                                                ----------       ------
Project Costs (Depreciated Replacement Cost)                                    $6,223,856       $79.22

Depreciated Furniture Fixtures & Equipm        112 Units @            $3,000      $336,000

Land Valuation                 Acres         SF       $/SF        Land Value         Total             
- --------------                 -----         --       ----        ----------         -----             
Site Value in Fee               6.18    269,200      $3.00          $807,600                           
                                                                                                       
Site Value                      6.18    269,200      $2.97                        $800,000             
- -------------------------------------------------------------------------------------------------------
Indicated Value                                                                 $7,359,856             
                                                                                                       
Rounded                                                                         $7,360,000             
                                                                                ==========             
=======================================================================================================
</TABLE>

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                           DIRECT COMPARISON APPROACH

The Direct Comparison Approach attempts to estimate the value of the subject
property by comparing sales of similar properties within the market area of the
subject. These sales are inspected, verified as to price, terms and conditions
of the property at the date of sale, location, and income characteristics of the
property. The data are then analyzed and compared to the subject property. The
units of comparison considered significant in determining the subject's market
value are the sale price per square foot and price per unit. In addition, a
Gross Room Revenue Multiplier is derived for use as an additional measure of
value for this approach. The overall rate is also abstracted from the market
data for use in the Income Approach.

A search of the subject's regional market area was conducted to find sales of
generally comparable hotel facilities that have occurred in the recent past. A
summary of the sales that were considered most relevant for this analysis are
summarized on the following page.

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                         REGIONAL SUMMARY OF HOTEL SALES
<TABLE>
<CAPTION>
=========================================================================================================================
                                Date of  Year   Building  Land   Land/Bldg  No of  Gross     Sale     Price/     Price/  
No.   LOCATION                   Sale    Built   Area     Area    Ratio     Units Area/Rm.   Price    Sq.Ft.     Unit   
=========================================================================================================================
<C>                             <C>      <C>     <C>      <C>     <C>        <C>   <C>     <C>         <C>       <C>     
1   Comfort Inn                 May-95   1990    30,740   76,405  2.49:1      58   530     $2,800,000  $9l.09    $48,276 
    13207 NE 20th Avenue                           Est.                                                                  
    Vancouver, WA                                                                                                        
                                                                                                                         
                                                                                                                         
                                                                                                                         
                                      
2   Comfort Inn                 Jun-96   1992    34,000   66,646  1.96:1      64   531     $2,600,000  $76.47    $40,625 
    8855 SW Citizens Drive                                                                                               
    Wilsonville, OR                                                                                                      
                                       
3   Ramada Inn                  Oct-94   1978    68,410   16,200  0.24:1     120   570     $8,400,000  $122.79   $70,000 
    2200 Fifth Avenue                                                                                                    
    Seattle, WA                                                                                                          
                                                                                                                         
                                                                                                                         

4   Travelodge                  Jun-94   1961    30,820   56,912  1.85:1      74   416     $4,200,000  $136.28   $56,757 
    4715 25th Avenue NE                                                                                                  
    Seattle, WA                                                                                                          
                                                                                                                         

5   West Coast Gateway Hotel    Mar-96   1990    59,074   71,165  1.20:1     145   407    $11,218,164  $189.90   $77,367 
    18415 Pacific Highway South                                                                                          
    Seattle, WA                                                                                                          

6   Best Western Hotel          Mar-95   1986    91,618  262,749  2.87:1     147   623     $5,500,000   $60.03   $37,415 
    15901 W. Valley Highway                                                                                              
    Tukwilla WA                                                                                                          
                                                                                                                         

<CAPTION>
==========================================================
                                    
No.   LOCATION                          Commments
==========================================================
<C>                                 <C>                  
1   Comfort Inn                     Occupancy reported at
    13207 NE 20th Avenue            70 percent
    Vancouver, WA                   ADR @ $46.00. No food
                                    and beverage
                                    One meeting room, spa,
                                    pool, exercise
                                    Located near new mall.
                                    
2   Comfort Inn                     Two-story wood frame
    8855 SW Citizens Drive          motel located in
    Wilsonville, OR                 suburban location.
                                    
3   Ramada Inn                      Four-story wood frame
    2200 Fifth Avenue               & stucco downtown
    Seattle, WA                     location. Renovated
                                    prior to sale. $70 ADR
                                    estimate.
                                    
4   Travelodge                      Includes retail
    4715 25th Avenue NE             building (Blockbuster)
    Seattle, WA                     ADR est $55.00 
                                    Pool, spa.
                                    
5   West Coast Gateway Hotel        SeaTac Airport 
    18415 Pacific Highway South     location. 
    Seattle, WA                     All cash sale.
                                    
6   Best Western Hotel              Three story wood frame 
    15901 W. Valley Highway         structure includes 
    Tukwilla WA                     restaurant, spa, exercise
                                    room and outdoor pool.
</TABLE>

Unadjusted Range:      $60.03  to  $189.90 /Sq.Ft.
                      $37,415  to  $77,367 /Unit

             Mean:   $112.76 / Sq Ft     $55,073 / Unit

                                                                              70
<PAGE>

================================================================================


                                [GRAPHIC OMITTED]


================================================================================

                              Comparable Sales Map

                                                                              71
<PAGE>

3223 Bret Clodfelter Way, The Dalles, OR


                              COMPARABLE SALE NO. 1


                                [GRAPHIC OMITTED]



ADDRESS:          Comfort Inn              GRANTOR:            Ray Patel, et al.
                  13207 NE 20th Avenue     GRANTEE:            Shree Ram LLC
                  Vancouver, WA
DESCRIPTION:      Two-story wood frame     DOCUMENT #:         Na
                  and stucco limited       MARKET TIME:        Na
                  service hotel            NUMBER OF UNITS:    58
YEAR BUILT:       1990                     SALE PRICE:         $2,800,000
LOT SIZE:         76,405 S.F.              SALE DATE:          June 5, 1995
CONDITION:        Average/Good             TERMS:      $350,000 down
QUALITY:          Average                              seller wrapped 
                                                       existing $1.45M 
                                                       1st TD with, due
                                                       in 10 years

BUILDING AREA:    30,740 S.F.              GROSS INCOME:       $685,540
LAND:BLDG RATIO:  2.49:1                   NET INCOME:         $288,000
PRICE/S.F.:       $91.09                   OVERALL RATE        10.29%
PRICE/UNIT:       $48,276                  GRM:                4.08
FF&E:   $140,000

COMMENTS: This property is located at the Vancouver Mall north of Portland
Airport in a newly developing area. It is a newer property in good condition but
round about access. 1994 ADR reported at $46.00 and Occupancy at 70%.

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3223 Bret Clodfelter Way, The Dalles, OR


                              COMPARABLE SALE NO. 2


                                [GRAPHIC OMITTED]


ADDRESS:           Comfort Inn                GRANTOR:        Mahalaxmi Inc.
                   8855 SW Citizens Drive     GRANTEE:        Ganesh Enterprises
                   Wilsonville, OR
DESCRIPTION:       Two-story wood             DOCUMENT #:     9603044444
                   frame limited service      MARKET TIME:    Na
                   hotel
NUMBER OF UNITS:   64
YEAR BUILT:        1992                       SALE PRICE:     $2,600,000
LOT SIZE:          66,646 S.F.                SALE DATE:      June 19, 1996
CONDITION:         Average/Good               TERMS:          $800,000 down
QUALITY:           Average                                    $1,8M 1st Td 
                                                              Commercial Bank
BUILDING AREA:     34,000 S.F.                GROSS INCOME:   $804,825
LAND:BLDG. RATIO:  1.96:1                     NET INCOME:     $310,628
PRICE/S.F.:        $76.47                     OVERALL RATE    11.95%
PRICE/UNIT:        $40,625                    GRM:            3.23
FF&E:              $160,000 Est.

COMMENTS: This suburban property is located near Highway 5 and is a newer
property with good exposure but less than direct access.

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3223 Bret Clodfelter Way, The Dalles, OR


                              COMPARABLE SALE NO. 3


                                [GRAPHIC OMITTED]



ADDRESS:          Ramada Inn                GRANTOR:        2200 Fifth Ave. Ltd.
                  2200 5th Avenue           GRANTEE:        Devin Corporation
                  Seattle, WA
DESCRIPTION:      Four-story over parking   DOCUMENT #:     9410280992
                  frame and stucco hotel    MARKET TIME:    6 months
                  with restaurant/lounge    UMBER OF UNITS: 120
YEAR BUILT:       1978                      SALE PRICE:     $8,400,000
LOT SIZE:         16,200 S.F.               SALE DATE:      October 28, 1994
CONDITION:        Average                   TERMS:          $3,000,000 down
QUALITY:          Average                                   $5,400,000 1st 
                                                            Td Seafirst Bank
BUILDING AREA:    68,410 S.F.               GROSS INCOME:   Na
LAND:BLDG RATIO:  0.24:1                    NET INCOME:     Na
PRICE/S.F.:       $122.79                   OVERALL RATE    Na
PRICE/UNIT:       $70,000                   GRM:            Na

COMMENTS: This property is located on Fifth Avenue in the Denny Grade area of
downtown Seattle. It was renovated prior to the sale with new lobby, HVAC and
FF&E. Property leases additional parking nearby. Seller leased back property for
10 years, terms unknown. Central city location, average appeal.

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3223 Bret Clodfelter Way, The Dalles, OR


                              COMPARABLE SALE NO. 4


                                [GRAPHIC OMITTED]


ADDRESS:         Travelodge              GRANTOR:      Vincent Hanna Fowler Inv.
                 4715-25 25th Avenue NE  GRANTEE:      P.B. Investments Ltd.
                 Seattle, WA
DESCRIPTION:     One and two-story wood  DOCUMENT #:   9506222113
                 frame and stucco motel  MARKET TIME:  12 month
                 with 6,700 sf retail 
                 building
NUMBER OF UNITS: 74
YEAR BUILT:      1961                    SALE PRICE:   $4,200,000
LOT SIZE:        56,912 S.F.             SALE DATE:    June 22, 1994
CONDITION:       Average                 TERMS:        All cash
QUALITY:         Average
BUILDING AREA:   30,820 S.F.             GROSS INCOME: Na
LAND:BLDG RATIO: 1.85:1                  NET INCOME:   Na
PRICE/S.F.:      $136.28                 OVERALL RATE  Na
PRICE/UNIT:      $56,757                 GRM:          Na

COMMENTS: This suburban property is located north of the University of
Washington and across from University Village shopping center. The Travelodge
has a detached Blockbuster retail store on the site which enhanced the sales
price. That store is leased at $9,520 per month triple net with 7 years
remaining. Extraction of retail portion value indicates $800,000 based on
capitalization of lease income for 7 years plus reversion on the Blockbuster
lease. Residual to the Motel is $3,400,000 or $45,945 per unit and $110.32 per
square foot.

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3223 Bret Clodfelter Way, The Dalles, OR


                              COMPARABLE SALE NO. 5


                                [GRAPHIC OMITTED]


ADDRESS:          Westcoast Gateway Hotel     GRANTOR:        Gateway Hotel LP
                  18415 S. Pacific Highway    GRANTEE:        Patriot American 
                  Sea-Tac, WA                                 Hospitality
DESCRIPTION:      Six-Story, good quality     DOCUMENT #:     7110-407
                  Class B hotel w/            MKTG.TIME::     N/A
                  restaurant, lounge Pool     ROOM CT.:       145
                  and spa amenities.
YEAR BUILT:       1990                        SALE PRICE:     $ 11,218,164
LOT SIZE:         71,165 SF (1.63 Acre)       SALE DATE:      March, 1996
CONDITION:        Good                        TERMS:          Cash Equivalent
QUALITY:          Average-Good                CLASS:          Limited service, 
                                                              upper tier
BUILDING AREA:    59,074 SF                   GROSS INCOME:   N/A
LAND:BLDG RATIO:  1.20:1                      NET INCOME:     N/A
PRICE/SF:         $189.90                     OVERALL RATE    N/A
PRICE/UNIT:       $77,367                     GRM:            N/A

COMMENTS: This property is located adjacent to the Sea-Tac International
Airport. It has one of the best proximity of the hotels along Pacific Highway.
Constructed of good quality Class B materials. Part of a five property portfolio
sale which included 3 Seattle properties, 1 in Wenatchee, and 1 in California.
Unable to obtain operating data to extract OAR, or revenue/expense ratios.

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3223 Bret Clodfelter Way, The Dalles, OR


                              COMPARABLE SALE NO. 6


                                [GRAPHIC OMITTED]


ADDRESS:         Best Western Southcenter    GRANTOR:        United States 
                 15901 W. Valley Highway                     National Bank
                 Tukwilla, WA                GRANTEE:        Wen & Liu
DESCRIPTION:     Three-story and one-story   DOCUMENT #:     95-3311394
                 wood frame structures,      MKTG.TIME::     N/A
                 restaurant, pool & spa      No Of Units:    147
YEAR BUILT:      1986                        SALE PRICE:     $5,500,000
LOT SIZE:        262,749 S.F.                SALE DATE:      March 31, 1995
CONDITION:       Average                     TERMS:          Cash Equivalent
QUALITY:         Average
BUILDING AREA:   91,618 S.F.                 GROSS INCOME:   N/A
LAND:BLDG RATIO: 2.87 :1                     NET INCOME:     N/A
PRICE/SF:        $60.03                      OVERALL RATE    N/A
PRICE/UNIT:      $37,415                     GRM:            N/A

COMMENTS: This property is regarded as the limited service hotel facility in the
Seattle-Tacoma market area. Located near Freeway across the street from newer
Embassy Suites and north of Residence Inn Hotel in a suburban location. Unable
to obtain operating data to extract OAR, or revenue/expense ratios.

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3223 Bret Clodfelter Way, The Dalles, OR


DIRECT COMPARISON APPROACH (Continued)

To compare the relevant sales to the subject property, consideration has been
given to such factors as financing, market conditions, conditions of sale and
physical and economic characteristics such as location, quality of the
improvements, age and condition of the improvements, overall size and property
operation levels.

Property Rights Conveyed

This adjustment considers the differences in legal status (interest) between the
subject property and the comparable sales. Specific interests convey different
types of rights in a property that affect value. Property rights can be defined
as fee simple, leased fee and leasehold interests. All the sales used were fee
simple estates and no property rights adjustments are necessary.

Financing Adjustment

Typical income producing property sales transactions involve some combination of
mortgage financing and cash (or equity) transfer. Knowledgeable investors are
aware that the use of mortgage financing will have an effect on the yield to
equity funds. The careful structuring of the mortgage and equity components of a
transaction may produce higher returns to the equity position than the overall
return to the property (positive leverage). This process can work in the
opposite direction when the rate paid for mortgage funds exceeds the overall
rate produced by the property (negative leverage). When the terms of the sale
are atypical, the result may be a price that is higher or lower than that of a
normal market transaction. In this analysis, it is assumed that the subject is
expected to sell for cash or with the prevalent institutional financing terms
available.

The comparable sales have been reviewed in reference to their financing and
typically involved normal or large down payments with the balance typically
financed by the seller or major lending institutions at prevailing long term
rates. No secondary financing was of any particular advantage and was not
considered to affect the sale prices. Based on an analysis of the financing
terms of the comparable sales, no adjustments were required and the sales are
all cash equivalent.

Conditions of Sale

The comparables were reviewed for their conditions of sale surrounding the
transactions. Sale 4 has a retail store on site that is estimated to contribute
approximately $800,000 which results in an adjusted price to the hotel property
of $3,400,000 or $45,945 per room. Sale 5 sold to the same buyer as part of a 5
property portfolio sale. However, the prices were established for each of the
sale properties separately and no adjustment is necessary. The other sales are
not considered to require any conditions of sale adjustments since the sales
prices were all based on market value with no unusual conditions surrounding the
transactions.

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3223 Bret Clodfelter Way, The Dalles, OR


DIRECT COMPARISON APPROACH (Continued)

Market Conditions

The next adjustment to the comparables is to determine any change in value
associated with the passage of time. Due to changes in market conditions between
the date of sale and the date of valuation, an adjustment must be made to
compare the comparable sale to the subject. Changes in the market conditions
often result from various causes such as inflation, deflation, changing demand
or supply and changes in the general economy. It is noted that the adjustment is
not for the passage of time itself, but for the changes in market conditions
that have occurred over the time period in question. The best indication of
value change over time is the sale and resale of the same property. The sales
used occurred between mid 1994 and mid 1996, under similar market conditions as
exist for the subject valuation. No market conditions adjustments are warranted.

Locational, Quality, Age and Condition and General Adjustments

The sales used indicate a range between $60.32 to $189.90 per square foot. They
range between $37,415 to $77,367 per unit. The sales occurred between June 1994
and June 1996 and are the best available sales comparables for use in comparison
to the subject property due to their generally similar physical and economic
characteristics.

It is noted here that we reviewed several motel/hotel sales in the local market
area which occurred in the past two years and found most to have sold at prices
below the low end of the above range. Many of those properties are locally
oriented, poorly performing properties which did not represent viable investment
alternatives to the subject and thus they were not included in our analysis. We
had to broaden our search to a regional market since we considered the subject
property to have a regional investment and market appeal. While the sales used
are not direct comparables to the subject property, generally being in urban
locations and larger market areas, they are the best indicators of the subject's
value due to its economic and market characteristics which are more similar to
the sales used than to local sales, and due to its regional identity as part of
the regional chain with a good reputation and an established guest following.

Since the validity test for all adjustments in the sales comparison approach is
what the market reaction to differences will be, we conclude that the market's
reaction to one property over another is ultimately reflected in its stabilized
operating performance. Market preferences for dozens of amenities and
characteristics including neighborhood/location, pool/spa's, exercise rooms,
restaurants, shuttle services, continental breakfasts, free movie channels etc.
are all expressed in the economic productivity of the going concern. The better
the amenity mix the more the property generates. Conversely, if the operations
and facilities fail to meet local standards and customer preferences, this will
be reflected in a lower economic performance.

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3223 Bret Clodfelter Way, The Dalles, OR


DIRECT COMPARISON APPROACH (Continued)

Therefore, individual adjustments for property characteristics are not even
attempted here. Developing statistical correlation to determine the relative
contribution to total property value of various amenities or locational
characteristics would become absurdly complex. Instead we focus on the range of
values indicated on a per unit basis and on the value indicators that indicate
economic productivity and return potential. These are the gross revenue
multiplier (GRM) and the overall capitalization rate (OAR).

Gross Revenue Multipliers

We were careful to select our primary comparable sales from within the general
region of the subject property where similar economies and social factors impact
value. However when we attempted to verify income and operating expense
information for the sales referenced herein we were only able to confirm data
for two of the six sales profiled here. This is simply too small a sampling to
develop reliable GRM and OAR indicators for estimating values through the Sales
Comparison Approach. Therefore we have summarized these sales together with four
other supplementary sales for which income/expense data and GRM/OAR indicators
could be extracted and verified. These sales are summarized on the table on the
previous page.

These sales represent a broader cross-section of hotel properties encompassing
limited and full service properties, and include some middle and upper tier
market operations. The best GRM value indicators for the subject property are
indicated by Sale Nos. 1 through 4 which suggest GRM's in the mid to upper 3
times gross range. We have estimated a GRM of 3.7 as applicable to the subject
property which indicates a value of:

                   $1,488,409 GRM x 3.7 =       $5,509,113

                   Rounded                      $5,510,000

Value Per Unit

Recognizing that these indicators yield somewhat divergent values, we must point
out that without a highly detailed, multi-factorial quantitative adjustment
process, the sales comparison approach is going to yield the most divergent
array of value indicators of the three approaches. Attempting to apply
"reasonable" adjustments injects so much subjectivity into the analyses that we
conclude the principal benefits of the direct sales comparison approach are
diagnostic rather than projective. They may reveal operating, economic and
functional anomalies of the subject property but in the end prove marginal at
actually predicting value.

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3223 Bret Clodfelter Way, The Dalles, OR


                                  ------------------------
                                  SUPPLEMENTAL HOTEL SALES
                                  ------------------------

<TABLE>
<CAPTION>
====================================================================================================================================
                             Date of     Year  Building   No of       Gross                  Sale     Price/    Price/
No.  LOCATION                 Sale      Built    Area     Units      Revenue      NOI       Price     Sq. Ft.    Unit    GRM    OAR
====================================================================================================================================

<C>                           <C>        <C>     <C>        <C>    <C>         <C>       <C>           <C>     <C>      <C>   <C>   
1    Comfort Inn              May-95     1990    30,740     58     $685,540    $288,000  $2,800,000    $91.09  $48,276  4.08  10.29%
     13207 NE 20th Avenue                                                                                                     
     Vancouver, WA                                                                                                            
                                                                                                                              
2    Capital Inn/Days Inn     Jan-95     1990    29,949     81     $778,745    $373,765  $3,320,000   $110.86  $40,988  4.26  11.26%
     120 College Street                                                                                                       
     Lacey WA                                                                                                                 
                                                                                                                              
3    Quality Inn              Oct-95  1977/86    29,200     73     $685,200    $293,760  $2,625,000    $89.90  $35,959  3.83  11.19%
     1545 NE Burnside                                                                                                         
     Gresham OR                                                                                                               
                                                                                                                              
4    Comort Inn               Jun-96     1992    34,000     64     $804,825    $310,628  $2,600,000    $76.47  $40,625  3.23  11.95%
     8855 SW Citizens Drive
     Wilsonville OR                                                                                           
                                                                                                                              
5    Ameritel Inn             Jun-96     1991    48,966     94   $1,652,218    $823,838  $6,110,000   $124.78  $65,000  3.70  13.48%
     Confidential                                                                                                             
                                                                                                                              
6    Bellevue Hilton          Aug-95     1979   122,369    180   $3,945,000  $1,107,000 $12,300,000   $100.52  $68,333  3.12   9.00%
     100 ll2th Street NE                                                                                                      
     Bellevue WA                                                                                                              
                                        Mean:                                                          $98.93  $49,863   370  11.19%

     Unadjusted Ranges:                $76.47   to    $124.78 /Sq.Ft.                                                        
                                      $35,959   to    $68,333 /Unit
                                         3.12   to       4.26 GRM
                                        9.00%   to     13.48% OAR
</TABLE>

                                                                              81
<PAGE>

3223 Bret Clodfelter Way, The Dalles, OR


DIRECT COMPARISON APPROACH (Continued)

The primary sales comparables most similar to the subject in geographic
proximity, size, type of operation and age are Sales Nos. 1, 2, 4, and 6. These
sales suggest values in the mid 40,000's per unit. However, these properties are
priced at a lower daily rate and achieve lower occupancies which requires us to
be above that range. Sale Nos. 3 and 5 indicate a value range of $70,000 and
$77,367 per unit and represent more similar economic characteristics but
superior locations. Given the age and overall condition of the subject we
conclude that the subject is between the two ranges indicated above. Therefore,
we conclude on a value of $50,000 per room or:

                    112 Units @ $50,000 per Unit = $5,600,000

                              Conclude @ $5,600,000

Correlation of Value

The two units of comparison applied indicate a range of value for the subject
property between $5,510,000 and $5,600,000. We have selected a value indication
at the middle of the two indications, as follows:

                         Conclude            $5,550,000
                                             ==========

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3223 Bret Clodfelter Way, The Dalles, OR


                                 INCOME APPROACH

The Income Approach is premised upon the principle of anticipation which holds
that value is determined by the present worth of the anticipated future
benefits. These benefits in the case of an income producing property are the net
cash flows, the reversion at the end of the holding period, and the inherent tax
benefits afforded an owner of income property.

In this approach, the value is estimated by the capitalization of the expected
future net income. Capitalization is the process of converting an income stream
into a single capital value. This is the amount that a prudent, typical informed
purchaser would pay as of the valuation date for the right to receive the
forecast net income over the specific period.

In order to make relatively accurate income and expense projections for the
subject property, we have relied on the subject's actual operating history for
the past three years, plus the trailing 12 months ended August 1996. We also
relied on market conditions, lodging industry reports and our survey of lodging
competition in the subject's area. We also analyzed local industry trends from
Star Reports as prepared by Smith Travel Research.

As a part of our analysis to develop the potential gross income of the subject,
the appraiser has conducted a survey of hotel facilities considered to be
competitive with the subject property. The survey focused on hotels which are
considered to be primary competition to the subject. These hotels are summarized
on the following page.

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3223 Bret Clodfelter Way, The Dalles, OR


                          SUMMARY OF COMPETITIVE HOTELS

                              NO OF        RACK
NO.   LOCATION                ROOMS        RATE              COMMENTS


1.    Hood River Inn          150          $65           Single Queen/Non-view
      1108 E Marina Way                    $75+          Single Queen/River View
      Hood River, OR                       $12 additional persons

The Hood River Inn is a Best Western franchise located approximately 20 miles
west of the subject property. This is a good quality, full-service motel with
restaurant, lounge and banquet rooms. There is an outdoor pool and spa. The
improvements were constructed approximately 20 years ago and have recently been
remodeled. This facility is located on the Columbia River, with good access and
view amenity. Occupancy is estimated at 60%.


2.    Tapadera Inn            64           $59 - $64     Single Queen/King
      112 W 2nd                            $69 - $74     Double Queen
      The Dalles, OR

The Tapadera Inn is located in downtown The Dalles and is a Best Western
franchise. This facility was constructed in 1964 and 1970 and is in the process
of remodeling. There is a restaurant, lounge and outdoor swimming pool, as well
as banquet rooms. Occupancy is estimated at 60%, based upon past years
information.


3.    Quality Inn             85           $54 - $59     Single Queen
      2114 W 6th Street                    $69 - $76     Double Queen/King
      The Dalles, OR

This facility has a restaurant located next door, but is classified as a
limited-service motel. It has an outdoor heated pool and an enclosed spa.
Overall quality and condition is average. According to the management the
facility was remodeled 4 years ago. Guest at this motel receive a pass to a
local fitness club. Occupancy was reported to be 60% to 65%.


4.    Days Inn                70           $49 - $55     Single Queen
      2500 W 6th                           $65 - $79     Double Queen
      The Dalles, OR                       $59           Single King

Days Inn was constructed in 1983 as Huntley Inn, and remodeled approximately 2
years ago. The overall quality and condition is average to good. This is a
limited service motel which features continental breakfast, outdoor swimming
pool and spa. Occupancy was reported to be an estimated 65%.

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3223 Bret Clodfelter Way, The Dalles, OR


SUMMARY OF COMPETITIVE HOTELS (continued)

5.    Lone Pine Village
      Motel                   57           $52           Single Queen
      351 Lone Pine Drive                  $59 - $65     Double Queen
      The Dalles, OR                       $57           Single King
                                           $89           Jacuzzi Suite

The Lone Pine Village Motel is a limited service lodging facility located 1/2
block west of the subject. It was constructed in 1992 and is in average to good
condition. All rooms have microwave ovens and refrigerators. There is an indoor
pool and spa. Guests are given a free breakfast at the Lone Pine Restaurant
located next door to this property. Occupancy data was not available, but is
estimated to range from 55% to 65%.


6.    Subject Shilo Inn       112          $59 - $65     Single Queen
      Bret Clodfelter Way                  $65 - $75     Double Queen
      The Dalles, OR                       $65 - $79     Single King
                                           $75 - $85     Mini-suite/Non-view
                                           $85 - $95     Mini-suite/View

The subject is a full service motel with restaurant, lounge, banquet/meeting
rooms, swimming pool and spa. It is located on the bank of the Columbia River
with a good view of The Dalles Dam and river. Access to Interstate 84 is good.
Occupancy has consistently been 58% to 62% over the past four years.

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                              COMPARABLE HOTEL MAP


                                [GRAPHIC OMITTED]


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3223 Bret Clodfelter Way, The Dalles, OR


                              COMPARABLE HOTEL MAP


                                [GRAPHIC OMITTED]

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3223 Bret Clodfelter Way, The Dalles, OR


                             COMPETITIVE HOTEL NO. 1


                                [GRAPHIC OMITTED]



                            COMPETITIVE HOTEL NO. 2


                                [GRAPHIC OMITTED]


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3223 Bret Clodfelter Way, The Dalles, OR


                             COMPETITIVE HOTEL NO. 3


                                [GRAPHIC OMITTED]



                             COMPETITIVE HOTEL NO. 4


                                [GRAPHIC OMITTED]


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3223 Bret Clodfelter Way, The Dalles, OR


                             COMPETITIVE HOTEL NO. 5


                                [GRAPHIC OMITTED]



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3223 Bret Clodfelter Way, The Dalles, OR


                           COMPETITIVE MARKET OVERVIEW

The subject property is located in a steadily developing area with strong
tourist interest, diversified economy and increasing population base. Tourism
and recreation are becoming increasing important in the growth and development
of the local area. The Dalles is the anchor for the Central Columbia Gorge area
tourism and as a transient location for regional tourism. This area is also the
commercial and service center for much of the Columbia River Gorge. Tourism
comprises a steadily growing section of the local economy. The Dalles is located
at a major regional crossroads, with Washington State to the north and Central
Oregon to the south, access by US Highway 197. Interstate 84 is the major
east-west transportation artery linking Eastern Oregon to the Portland
Metropolitan area to the west. The Columbia River is becoming a destination for
wind-surfers, as well as fisherman and boating enthusiasts. It is also important
to recognize that the area attractions have experienced increased visitors over
the past few years.

There are few competitive hotels/motels in the local area. The closest lodging
facility to the subject is the Lone Pine Village Motel, located at the northwest
quadrant of the I-84/US Highway 197 interchange. this is newer facility with
indoor pool and a restaurant located next door. This facility, however, does not
have meeting room/banquet space capability. The Tapadera Inn is a Best Western
franchise located in downtown The Dalles. This is an older facility than is now
in the process of remodeling. It does have banquet and meeting room capability,
but its location in downtown makes access by casual travelers difficult. The
other lodging facilities in the immediate area consist of limited-service motels
and/or small "mom & pop" motels with minimal amenities.

The Hood River Inn is very comparable to the subject property. It is located on
the Columbia River, has an on-site restaurant and lounge and has meeting
room/banquet facilities. Access is provide near a full interchange with
Interstate 84. This property contains a total of 150 room and can accommodate
small conventions. However, this property is located approximately 20 miles west
of the subject, outside the typical The Dalles lodging area. It does compete for
business and small convention trade. Analysis of these facilities indicates that
typical occupancy is at its highest during the summer months. The older motel
facilities exhibit occupancy rates ranging from 50% to 55% on an annual basis.
The full-service Tapadera Inn and Inn at Hood River and a few other
limited-service facilities is estimated in the 55% - 65% range. A review of the
actual occupancy of the subject property indicates a stable 58% to 62% on an
annual basis, with a daily average room rate increasing from $53.86 in 1992 to
$57.92 as of July 1996. The subject property is in excellent condition and has
an on-site restaurant, with good access to The Dalles Dam, Columbia River,
Interstate 84 and US Highway 197. These factors set the subject apart and above
the majority of the competition. Because of these factors the subject property
has enjoyed a slightly higher-than-average daily rate compared to other lodging
facilities in this segment of the market. This is supported by the actual
increase in occupancy and room revenue over the past several years. In view of
these factors, it is our conclusion that the subject property will continue to
maintain its place in the upper segment of the local lodging market. It is
unlikely that additional development will compromise this position, given the
subject diversity of rooms, amenities, its river frontage, access to Interstate
84, US Highway 197, as well as area attractions.

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<PAGE>

- --------------------------------------------------------------------------------
                                                        SHILO INN
# of Rooms              112                             3223 Bret Clodfelter Way
                                                        The Dalles, OR
- --------------------------------------------------------------------------------
Building Area        78,566 sf           RECONSTRUCTED HISTORICAL OPERATING DATA
================================================================================
<TABLE>
<CAPTION>

                                          1993                        1994                         1995                  
=============================================================================================================================
<S>                                     <C>        <C>      <C>      <C>        <C>      <C>      <C>        <C>      <C>    

Occupancy Rate                            62.00%                       58.00%                       58.00%
Average Room Rate                         $53.79                       $54.55                       $56.92
- -----------------------------------------------------------------------------------------------------------------------------
REVENUES                                          %Total  Per Room             %Total  Per Room             %Total  Per Room 

Room Rentals                          $1,352,999   92.7%   $12,080 $1,278,917   92.8%   $11,419 $1,350,275   93.1%   $12,056
Restaurant                                66,793    4.6%      $596     61,448    4.5%      $549     59,380    4.1%      $530
Telephone                                 29,117    2.0%      $260     27,355    2.0%      $244     29,901    2.1%      $267
Other Income                              11,026    0.8%       $98      9,929    0.7%       $89     10,182    0.7%       $91
- -----------------------------------------------------------------------------------------------------------------------------
Total Revenue                         $1,459,935  100.0%   $13,035 $1,377,649  100.0%   $12,300 $1,449,738  100.0%   $12,944

EXPENSES                                 
Departmental Expenses                    
Rooms Department                         298,108   20.4%    $2,662    308,820   22.4%    $2,757    302,956   20.9%    $2,705
Food & Beverage                           20,685    1.4%      $185     16,641    1.2%      $149     19,640    1.4%      $175
Telephone                                 18,057    1.2%      $161     16,726    1.2%      $149     17,368    1.2%      $155
                                                                                                                      
Undistributed Operating Expenses                                                                                      
Administrative & General                  56,924    3.9%      $508     52,487    3.8%      $469     55,635    3.8%      $497
Management                                72,997    5.0%      $652     68,882    5.0%      $615     72,487    5.0%      $647
Marketing                                 39,002    2.7%      $348     58,159    4.2%      $519     67,018    4.6%      $598
Utilities                                113,519    7.8%    $1,014    117,712    8.5%    $1,051    117,885    8.1%    $1,053
Property Operations & Maintenance         62,278    4.3%      $556     63,277    4.6%      $565     67,317    4.6%      $601
Capital Expenditures                      14,216    1.0%      $127     32,825    2.4%      $293     21,950    1.5%      $196
Miscellaneous                              2,740    0.2%       $24      2,660    0.2%       $24      2,696    0.2%       $24
                                                                                                                      
Fixed Charges                                                                                                         
Property Tax & License                    67,539    4.6%      $603     62,105    4.5%      $555     63,371    4.4%      $566
Insurance                                 10,895    0.7%       $97     10,204    0.7%       $91      9,376    0.6%       $84
- -----------------------------------------------------------------------------------------------------------------------------
Total Expenses                          $776,960   53.2%    $6,937   $810,498   58.8%    $7,237   $817,699   56.4%    $7,301
                                                                                                                   
NET OPERATING INCOME                    $682,975   46.8%    $6,098   $567,151   41.2%    $5,064   $632,039   43.6%    $5,643
- -----------------------------------------------------------------------------------------------------------------------------

<CAPTION>                                                                                                         
================================================================================
                                         Trailing 12
                                         Months 8/96
================================================================================
<S>                                     <C>                <C>          <C>   
Occupancy Rate                           57.00%
Average Room Rate                        $58.60
- --------------------------------------------------------------------------------
REVENUES                                                  %Total      Per Room
Room Rentals                          $1,363,403           93.6%       $12,173
Restaurant                                55,470            3.8%          $495
Telephone                                 28,108            1.9%          $251
Other Income                               9,787            0.7%           $87
- --------------------------------------------------------------------------------
Total Revenue                         $1,456,768          100.0%       $13,007

EXPENSES                                 
Departmental Expenses                    
Rooms Department                         311,244           21.4%        $2,779
Food & Beverage                           19,413            1.3%          $173
Telephone                                 17,234            1.2%          $154
                                         
Undistributed Operating Expenses         
Administrative & General                  50,326            3.5%          $449
Management                                72,838            5.0%          $650
Marketing                                 59,397            4.1%          $530
Utilities                                119,649            8.2%        $1,068
Property Operations & Maintenance         68,674            4.7%          $613
Capital Expenditures                       8,951            0.6%           $80
Miscellaneous                              3,213            0.2%           $29
                                         
Fixed Charges                            
Property Tax & License                    68,831            4.7%          $615
Insurance                                 10,319            0.7%           $92
- --------------------------------------------------------------------------------
Total Expenses                          $810,089           55.6%        $7,233

NET OPERATING INCOME                    $646,679           44.4%        $5,774
- --------------------------------------------------------------------------------
</TABLE>


                                                                              92
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3223 Bret Clodfelter Way, The Dalles, OR


INCOME APPROACH (Continued)

Occupancy and Room Revenue Estimates

The subject's reconstructed historical operating summary, as provided by the
Shilo Inn, is located on the previous page. Occupancy changed from 62 percent in
1993 to 58 percent in 1994, to 58 percent in 1995 and are 57 percent for the
trailing 12 months. The average daily room rate has increased from $53.79 in
1993 to $58.60 in 1996. We expect the subject property to maintain its operation
within this range of the market for the foreseeable future.

The Smith Travel Research report located in the addenda indicates that occupancy
market wide was 58.9 percent in 1993, 58.1 percent in 1994, 55.5 percent in 1995
and is achieving 57.1 percent in the first nine months of 1996. The average
daily rates have similarly remained stable from $45.91 in 1993 to $55.18 in
1996. These figures reflect support for the subject's operations

Based on our analysis of the competitive market area and the subject's
operations, it is our opinion that the subject will maintain average occupancy
rate of 58 percent per year. An average daily rate of $58.50 for year one,
projected to increase at an annual rate of 3 percent per year.

Other Revenues

Other revenues include telephone income, estimated at 2.0 percent of room
revenues; restaurant lease revenues which have ranged between 3.8 and 4.6
percent of room revenues historically are projected at 4.2 percent; and
miscellaneous other income from vending machines and similar items, which is
estimated at 0.8 percent of room revenues. The subject's history is the best
indicator of these revenue.

EXPENSE ANALYSIS

In addition to the subject's actual historical operating data, previously
presented, we have reviewed expense data as reported in Trends by PKF
Consulting, and Star Travel Research which are both located in the addenda.

Departmental Expenses

Rooms

Room expenses include salaries, wages, payroll taxes and fringe benefits for
front desk staff and housekeeping personnel; general hotel expenses (excluding
franchise fees); guest room supplies; cleaning supplies; laundry, linen;
reservations/booking expenses; travel agent commissions; and numerous other
small expense categories. PKF industry standards indicate a range from $3,166 to
$3,950 per room. Star Research reports rooms department expenses to range from
$3,208 to $4,432. The subject's reconstructed historical data indicates a range
from $2,662 to $2,779 per room. The subject is operating at stable and
consistent levels which are below industry averages. We have projected $2,750
per room for departmental room expense which is above the subject's actual
historical performance. We believe that a typical buyer for the subject property
would a similar chain operation or even larger organization that can achieve the
same efficiencies that the current operations have demonstrated.

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3223 Bret Clodfelter Way, The Dalles, OR


INCOME APPROACH (Continued)

Telephone

Telephone expenses include monthly service charges, local and long distance
charges billed by the phone company. The subject property utilizes a discount
rate long distance provider which bills in six second increments, and offers
discounted long distance rates. Although the ratio of phone revenues to expenses
are in line with the industry standard at about 2:1, these operations comprise a
small percentage of revenue. We have utilized an expense ratio of 65 percent of
telephone revenues based on historical data.

UNDISTRIBUTED OPERATING EXPENSES

These expenses reflect the expenses and fixed overhead items which are not
attributable to any specific activity or profit center but are required to
maintain the going concern operation. These include Administrative and General
Expenses; Franchise Fees; Marketing and Guest Entertainment costs; Property
Operation and Maintenance Costs; Energy / Utility Costs and miscellaneous other
unallocated departmental costs.

Administrative and General

These expense items include: administrative staff salary/wages, payroll taxes
and benefits; bookkeeping and accounting; vehicle expenses; credit card
commissions; office supplies; printed materials; postage; professional and legal
fees; contract security; and owner/manager travel expenses, and bad debt
write-offs. PKF reveals that industry standards for administrative and general
expenses in the two property categories we compared the subject to ranged from
7.8% to 9.0%. Smith Travel indicates this expense to range from 9.1% to 9.4% for
the subject's categories. The subject expended between 3.5% and 3.9% for G&A
over the past four years. We conclude that the most subject's actual experience,
with some consideration to industry averages, is the best indicator of this
expense and have selected 3.8% for our projections.

Management Fees

The subject property is owner operated and the primary compensation paid to the
owner managers comes in the form of profit distributions. A portion of the
executive management compensation is also accounted for in Administrative
salary/wages which are also somewhat below industry averages by several
measures. A typical market derived management fee for an operation such as the
subject should run at least 3.0%-5.0% according to most reliable sources. PKF
industry standards indicate a range for management of 2.8% to 3.1%. Smith Travel
indicates 2.8% to 3.8% for management expense in the subject's categories. The
subject has a 5 percent internal accounting management fee. We have utilized a
management fee of 5.0 percent for our projections which is above industry
standards.

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3223 Bret Clodfelter Way, The Dalles, OR


INCOME APPROACH (Continued)

Franchise and Marketing Expense

Franchise and marketing expense includes charges for regional or national chain
affiliations or franchise, expenses for advertising, promotional literature and
activities. Historically the subject has expended between 2.7% to 4.6% for
advertising and there is no franchise fee since the subject is company owned.
PKF industry standards indicate advertising expense to range from 3.7% to 3.9%
and franchise fees to range from 0.9% to 1.9%. Smith Travel indicates 3.7% to
6.6% for advertising and 1.7% to 3.5% for franchise fees. Despite the current
level of the subject's expenditures, we used the industry standards for our
projections, since we look at typical owner requirements rather than Shilo's
actual corporate profile. We have utilized a rate of 3.0% for franchise and 5.0%
for marketing, for a total of 8%, based on our estimate of the appropriate costs
for the subject property to continue to perform at current levels.

Energy / Utility Costs

Expenses in the Energy/Utility category are highly consistent over the previous
four years of operation. We note that the Pacific Northwest has the lowest
energy costs of any region of the US because of the relative abundance of
hydroelectric power. The subject has expended between 7.8 to 8.5 percent in
utility expenses in the past four years. PKF industry standards indicate a range
from 3.9 to 5.0 percent and Smith Travel indicates a range from 4.8% to 6.3%. We
have utilized 8.0 percent for our analysis based on the subject's historical
data.

Property Operations and Maintenance

This category includes automotive maintenance; Building expenses; computer
equipment and software systems; Copy Machine/Fax machine maintenance;
maintenance contracts; grounds maintenance; painting and decorating; swimming
pool/spa maintenance contracts; TV repairs; tools and other miscellaneous
expenses. The subject has historically spent between 4.3 and 4.7 percent for
repairs and maintenance which includes some capital improvements expenses. PKF
industry standards indicate a range from 4.5 to 6.2 percent and Smith Travel
indicates 4.2% to 5.2% for this item. We have utilized a rate of 4.5 percent
based on the subject's most recent historical data and industry standards.

FIXED CHARGES

Property Taxes

According to the county assessor, the subject's current property taxes are
$64,504. Taxes are based on six year cycle assessments with annual adjustments
by the assessor. A sale does not trigger a reassessment. We expect future
assessment increases to be in line with historical increases. Property taxes for
the subject property are estimated at $68,000 in our projections to account for
personal property taxes.

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3223 Bret Clodfelter Way, The Dalles, OR


INCOME APPROACH (Continued)

Property Casualty Insurance

Insurance has been consistent during the last four years between 0.6 and 0.7
percent of total revenue which is slightly below the 1.0% to 1.2% level
suggested by the industry standard data. A one year premium for fire and
extended coverage and liability has been estimated at 0.7 percent. Industry
averages are above the actual history of the subject but these are a general
indicator overall, highly dependent on location and negotiations. In the final
analysis we relied on the subject's history.

Replacement Reserves

The short-lived building components and equipment which require replacement and
for which a reserve account should be set up consist of roof covering, floor
covering, draperies, water heaters, air conditioning systems and other
mechanical systems servicing the buildings and other capital expenditures. Since
these expenses are bound to occur, we have accounted for this expense item as a
percentage of total revenue. Some of the replacement items are included in
normal maintenance, supplies and room expense items.

The International Society of Hospitality Consultants released a comprehensive
study in 1995 which examined historical industry-wide CapEx expenditures for the
10 year period from 1983 through 1993. The study, funded by 16 high profile
national and international hospitality management companies, lenders and hotel
operators concluded that the historical convention of reserving only 2%-3% of
gross revenues was inadequate for funding the actual capital outlays required to
maintain a property in a typically competitive market. They concluded that
capital expenditures for limited service properties averaged 3.7%.

They also noted that CapEx expenditures increased significantly as a hotel ages
with a spike every 7 to 9 years when major renovations of guest rooms and public
areas are required. They pointed out that properties in their survey data built
before 1981 averaged CapEx outlays of 9.6% of annual gross revenue. What this
clearly reveals is that historical reserves have been grossly underestimated and
have caused financial distress for both financiers and operators of hotel
properties. The bottom line of the study is that properties over 7 to 8 years
old, and certainly those over 10 years old will require reserves of roughly 2.5
times to 3.0 times the traditionally accepted reserve allowance. For upper-tier,
limited service properties and lower-tier, full service

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3223 Bret Clodfelter Way, The Dalles, OR


INCOME APPROACH (Continued)

Capitalization Analysis

properties this will equate to a total CapEx reserves of 4%-5% at a minimum,
depending on age, method of construction, historical occupancy/use levels and
prior CapEx investment.

We have divided reserves charges into two categories: Furniture, Fixtures &
Equipment and Improvement Reserves. The furniture, fixtures and equipment used
in the operations of the subject property is charged at a rate of 3.0 percent of
total revenue based on industry standards and our estimate of the useful life of
the subject's FF&E. The improvements reserve for replacement expense is
estimated at 2.0 percent of total revenue.

Direct Capitalization: This technique employs the use of an overall rate. This
is an annual percentage rate that expresses the relationship between net
operating income and the present worth of the property. The term overall rate
reflects the fact that the rate incorporates capital appreciation or
depreciation along with a return on net income. The overall rate must represent
what informed, prudent and rational investors are requiring and obtaining for
similar, competitive properties in the current market.

Overall Rate Derivation / Direct Capitalization: The first estimate of value we
develop through the Income Approach is developed with the Direct Capitalization
Technique, which utilizes the overall capitalization rate. This is an aggregated
rate that expresses the relationship between a single year's stabilized net
operating income, and the present worth of the property. The term overall
capitalization rate, or simply, overall rate (OAR), indicates that the rate
encompasses all market derived return requirements including capital
appreciation or depreciation, a baseline return on net income, plus any risk
related return premiums dictated by the market's perception of the risk elements
attendant to ownership and operation. The overall rate should represent the
income to value ratio that typically informed, economically motivated, prudent
and rational investors would require and obtain, when investing in similar,
competitive properties in the current market.

Ideally, the market transactions referenced in the overall rate derivation
should be open market sales of regionally competitive hotel properties, with
generally similar income streams and expense ratios. The summary contained in
the Direct Comparison Approach indicates overall rates derived from only two of
the primary market comparable sales. A Supplemental Summary of Hotel Sales has
also been produced to show the overall rates indicated in a variety of other
hotel sales in a broader survey of the Pacific and Inland Northwest.

The sale of the Bellevue Hilton, which sold in August 1995, indicated an overall
rate of 9.00%. This was the lowest OAR and it could be regarded as anomalous,
relative to the other market indicators and investors surveys compiled by us. We
surmise that the price may have reflected substantial unrealized income
potential or operating economies not superficially obvious from the reported
data.

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3223 Bret Clodfelter Way, The Dalles, OR


INCOME APPROACH (Continued)

The balance of the supplemental sales suggested OAR's ranging from the low 10 to
high 11 percent except for Supplemental Sale No. 5, the Ameritel Inn, which
reported an OAR of 13.48% Although the price/unit appears to fall within the
range of the other surveyed transactions, the OAR of Sale No. 5 appears well
above the indicated range for a property of it's age, and apparent quality. We
are, therefore, disinclined to emphasize the OAR of this sale as an indicator
for the subject

Capitalization Analysis

National Investor Surveys compiled from a variety of respected industry sources
provide additional insight into investor expectations and underwriting
assumptions which may me relevant to the analysis of the subject. For reader
convenience we have compiled a survey of the surveys which is presented on the
following page. The Korpacz Real Estate Investor Survey, Third Quarter 1996,
indicates the average free and clear equity overall rate for hotel properties is
12.75 percent, as compared to 12.53 percent for the previous quarter and 12.79
percent a year ago.

According to the First Quarter 1996, National Investor Survey conducted by CB
Commercial, going in cap rates for Class A, Full Service Hotel properties ranged
between 8.00% and 12.00% and average 10.30%. Class B, Limited Service Hotels
ranged from 9.00% to 13.00% and averaged 11.30%. Our classification of the
subject as an upper tier Limited service, or lower tier full service hotel
suggests an OAR in the low 11% range.

According to the First Half 1996, Hotel Investment Outlook prepared by Landauer
Hospitality Services, going in cap rates for Class A, Full Service Hotel
properties ranged between 7.00% and 13.00% and averaged 9.75%. Class B, Limited
Service Hotels ranged from 10.00% to 14.00% and averaged 11.55%. Again, our
classification of the subject as an upper tier Limited service, or lower tier
full service hotel suggests an OAR in the low 11% range.

According to TransActions 1995 Recap, published by Hotel Motel Brokers of
America the Mountain Pacific Region had an average overall rate of 12.7 percent
for all hotels and ranged between 9.4 and 14.5 percent. These sales totaled 38
hotels with an average 66 units per hotel. They had an average occupancy of 55.2
% and an average daily rate of $42.68. which is lower than the subject's
operating levels. Nationally the rates ranged from 9.1% to 14.8%, and averaged
11.80% for all HMBA transactions. We observe that HMBA member brokers were
primarily involved in sales of individually owned properties and not the larger
institutional, and multi-property transactions included in the survey results
compiled by the national consulting firms. We think the HMBA transactions may
represent a slightly lower grade of properties than the subject property.

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3223 Bret Clodfelter Way, The Dalles, OR


INCOME APPROACH (Continued)

Capitalization Analysis

PKF Consulting, one of the most respected names in the hospitality industry
identifies OAR's ranging from 8.00% to 11.30% for Class A properties and an
average of 10.88%. Class B properties range from 8.50% to 14.50%, averaging
11.76%. Their results are consistent with the other industry consultants cited.

OAR Conclusion / Indication of Value

In attempting to select an appropriate OAR for the direct capitalization value
      work up for the subject we have considered the following:

*     The subject property is a middle tier, limited-service property defined by
      its franchise flag and has a high level and quality of operations and
      other guest amenities relative to its competitive market.

*     The subject property is 25 years old hotel which is proposed for cyclical
      renovations.

*     The current competitive position of the subject in its market area is
      fairly strong in its niche as new competition will likely be impeded by
      development costs and restrictive market conditions for new development.

Based on these factors, our Direct Sales Comparison Analyses and our survey of
hospitality industry consultants, we conclude that the appropriate OAR for
developing a value estimate for the subject property through the Direct
Capitalization Technique is 10.50%. Dividing the projected stabilized Net
Operating Income by the selected OAR yields an indication of fee simple value
for the going concern operation, as of the current appraisal date in the amount
of:

                                   $5,248,649
                                   ==========

Yield Capitalization / Discounted Cash Flow Analysis

A discounted cash flow analysis has been made on the premise that the value of
the subject property is represented by the present worth of the anticipated
future net income stream. The projected income stream is based on an analysis of
the quality, as well as the quantity and duration, of the income expectancy.
This income stream is discounted to present value using a discount factor and
then added to the present worth of the property reversion. The property
reversion is calculated by capitalizing the net income from the property into an
indication of value using a capitalization rate extracted from the general
market data of similar properties. This value is then discounted to present
worth.

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<PAGE>

3223 Bret Clodfelter Way, The Dalles, OR


INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

In this analysis, we utilize a ten-year discounted cash flow projection which
represents the underwriting convention of the industry. Although we have not
profiled specific survey results we note that the average holding period for
hotel investments, according to at least two national consultants ranges from 6
to 10 years. One source referenced a 6.27 year average holding period in 1995
while the other referenced a 7.1 year average holding period. Ten to eleven
years, the period covered in our analyses, probably represents the outer limits
of what most investors reasonably anticipate as an investment holding period
since profit taking (dispositions) and normal business cycles seem to occur in
rolling five to seven year intervals.

Revenue and Expense Growth Rate

The survey results are self explanatory. We note that the emerging trend among
analysts and underwriters is a very thin but widening margin between income and
expense growth rates, with revenues leading. As this margin widens the positive
impact on value indications becomes geometric, and we think unreliable. As of
the date of this writing, one market watcher suggests that a rate differential
of 12 to 15 basis points represents the current market thinking. We think such
an assumption may be plausible during the early phases of an industry or
national economic recovery when revenue gains do generally exceed expense growth
rates by meaningful margins. Our perception is that strong industry performance
during the last two plus years will breed new competition placing downward
pressure on revenue growth. Nevertheless, industry vendors, subcontractors and
county tax assessors, not wanting to miss out on the "good times" should
continue with healthy price and assessment increases over the next couple years.
We think it prudent, therefore, to project both revenue and expense growth at
the same levels over the long haul. The survey results lead us to conclude on
annual growth factors of 3.00% for both revenue and expenses.

Terminal Capitalization Rate

Our rate selection is based on the survey results previously presented and our
perceptions of the subject property and its competitive position in the local
market. The survey results suggest that terminal capitalization rates generally
exceed the going in rates by 25 to 100 basis points. Utilizing moderate growth
rate assumptions, CapEx reserves, and moderately conservative discount rates (to
be discussed next) leads us to select a terminal cap rate 100 basis points above
the going in rate, or 11.50%.

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<PAGE>

3223 Bret Clodfelter Way, The Dalles, OR


INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

Discount Rate Selection

The discount rate we utilized reflects the long term yield expectations of hotel
market investors, relative to other alternative investment opportunities in the
real estate markets available today. It also reflects current financial market
conditions and the perceived risk, quality and duration of the income stream
anticipated from each prospective investment. The yield rate used in the
Discounted Cash Flow Analysis is anticipatory rather than historical in its
reference point. The rate should consider all benefits and risks attendant to
the ownership and operation of that particular class of income property, and may
also anticipate tax considerations and leveraging issues that non-realty
investments do not. The appropriate rate is that minimum rate that the
individual, institutional or real estate investor considers a minimal acceptable
return on investment over the particular projection period analyzed. It may be
regarded as a hurdle rate, below which, the typical market investor would not
find sufficient returns to justify the investment, given the risks and
responsibilities attendant to that investment.

We have utilized two means of identifying an appropriate discount rate for the
subject property analyses. These are:

*     Survey of investors' acceptable yield rates

*     Capital market returns analysis plus risk rate

The National Investor Surveys previously referenced summarize the return
expectations of institutional and individual investors as they have been
compiled by five of the hospitality industry's most familiar and respected
consultants. Altogether they reveal a typical range of discount rates from 10.0%
to 20.0% with a convergent grouping of averages and medians clustered between
14.00% and 15.00%.

Built up Yield Rates can provide another indication of investors' motivations
and expectations regarding long term equity returns. These may be developed or
"built up" from the bond markets and other long term capital markets. However,
the quality and durability of a real estate income stream, and the marketability
of real property is generally considered less reliable (predictable) than other
capital market investments. Investors may purchase relatively risk free treasury
funds and sell them almost immediately when he or she chooses. Investments in
real estate require additional risk based yield premiums to compensate for their
additional risks and illiquidity. Therefore, one simple technique for estimating
the appropriate yield rate for real estate in general, and hotels specifically,
is to explore the yield relationships between relatively "risk free" investments
and real estate investments.

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<PAGE>

3223 Bret Clodfelter Way, The Dalles, OR


INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

According to a market yield rate survey conducted by Real Estate Research
Corporation, the difference in yield rates between real estate and other
selected capital market investments over the last four quarters ranged from 2.4
percent to 5.6 percent. These differences may be regarded as market perceptions
the additional risks and illiquidity premiums required of real estate
investments in general. Comparing yield rates on investment grade real estate to
hotel investments reveals an additional yield rate differential of 1.00% to
3.00% which investors require of management intensive real estate such as
hotels. Hotels are actually much more than real estate operations. They are in
fact going concern business operations which are real estate intensive. The
additional management expertise and risks attendant to such enterprises dictates
another level of yield compensation. The following table shows some recently
published yields on bonds, which are an indication of long term investor's
pre-tax "safe rate" equity yield requirements:

                        Yields on Selected Securities
- --------------------------------------------------------------------------------
    Period        Aaa Bonds    Baa Bonds        Treasury    Treasury Securities
                                               Securities       (Five Year)
                                              (Long Term)
- --------------------------------------------------------------------------------
  March 1995        8.12%        8.70%           7.45%             7.05%
- --------------------------------------------------------------------------------
September 1995      7.32%        7.93%           6.55%             6.00%
- --------------------------------------------------------------------------------
  April 1996        6.80%        7.47%           6.05%             5.36%
- --------------------------------------------------------------------------------
    Average         7.41%        8.03%           6.68%             6.14%
- --------------------------------------------------------------------------------

Based on the stability of the revenues and potential marketability of the
subject as discussed previously, the discount rate could be reflected as
follows:

        "Risk Free" Capital Market Return Rate:                  8.00% +/-
        Real Estate Risk and Illiquidity Premium:                4.00% +/-
        Hotel-Going Concern Risk based premium:                  1.00% +/-
                                                                 ---------

        Total Return Expectation-Going Concern Hotels:           13.00% +/-

Based on the National Investor Surveys, the capital market risk based premium
rationale, and the specific characteristics of the subject property previously
enumerated we conclude the appropriate yield rate (IRR) to be utilized in the 10
year DCF is 13.00%.

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<PAGE>

3223 Bret Clodfelter Way, The Dalles, OR


INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

Net Reversionary Value

The last component we must consider in the long term discounted DCF analysis is
the net reversionary interest in the property. The yield analysis explicitly
assumes full capital recovery at the end of the holding period, which is another
way of saying the sale or disposition of the property. Calculating a net
reversionary value is accomplished through a simple direct capitalization
technique utilizing the projected Year 11 NOI, and an appropriate terminal
capitalization rate. From the direct capitalization value indication we deduct
estimated selling costs, which will include brokers commissions, title costs,
legal costs and escrow fees. This net reversionary value is included in the Year
10 cash flow projections and is identified as the NOI + Reversion in the 10 Year
DCF spreadsheet on the following page.

Discounting the projected operational cash flows plus net reversionary value in
Year 10, by the appropriate yield rate produces an indication of Net Present
Value (NPV) in the amount of:

                                   $5,416,415
                                   ==========


Correlation of Value Indications

The discounted cash flow schedule is located on the following page which
contains the income, expenses, discounting, reversion and direct capitalization.
We have given both indication relatively similar weight. The indicated values
and conclusion of value, of the fee simple estate, via the Income Approach are
summarized below:


              Direct Capitalization - Fiscal 1997 Income -  $5,248,649

                   Discounted Cash Flow Analysis   -   $5,416,415

                               Rounded $5,350,000
                                       ==========

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<PAGE>

                                                        SHILO INN
# of Rooms                         112                  3223 Bret Clodfelter Way
Growth Rate:                      3.0%                  The Dalles OR

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                                            % Total      1            2            3             4              5        
Fiscal Year (12/1 TO 11/30)                 Revenue     1997         1998         1999          2000          2001       
=========================================================================================================================
<S>                                          <C>       <C>           <C>          <C>           <C>           <C>        
Room Nights Available                                      40,880       40,880       40,880         40,880        40,880 
Number of Occupied Rooms                                   23,710       24,528       24,528         24,528        24,528 
Occupancy Rate                                             58.00%       60.00%        60.00%        60.00%        60.00% 
Average Room Rate                                          $58.50       $60.26        $62.06        $63.92        $65.84 
- -------------------------------------------------------------------------------------------------------------------------

REVENUES
Room Rentals                                 93.19%    $1,387,058    $1,477,935   $1,522,273    $1,567,941    $1,614,979 
Telephone                                     2.00%        27,741        29,559       30,445        31,359        32,300 
Restaurant Revenue                            4.20%        62,513        64,389       66,320        68,310        70,359 
Other Income                                  0.80%        11,096        11,823       12,178        12,544        12,920 
                                            -----------------------------------------------------------------------------
Total Revenue                                100.0%    $1,488,409    $1,583,705   $1,631,217    $1,680,153    $1,730,558 

EXPENSES
Departmental Expenses
Rooms ($/room/year)                          $2,750       308,000       317,240      326,757       336,560       346,657 
Telephone (% of Departmental Income)          65.0%        18,032        19,213       19,790        20,383        20,995 
                                            -----------------------------------------------------------------------------
Total Departmental Expenses                   21.9%      $326,032      $336,453     $346,547      $356,943      $367,651 

Undistributed Operating Expenses
Administrative & General                       3.8%        56,560        58,256       60,004        61,804        63,658 
Management                                     5.0%        74,420        79,185       81,561        84,008        86,528 
Furniture, Fixtures & Equipment Reserves       3.0%        44,652        47,511       48,936        50,405        51,917 
Franchise & Marketing                          8.0%       119,073       126,696      130,497       134,412       138,445 
Utilities                                      8.0%       119,073       126,696      130,497       134,412       138,445 
Property Operations & Maintenance              4.5%        66,973        71,267       73,405        75,607        77,875 
Miscellaneous                                  1.5%        22,326        23,756       24,468        25,202        25,953 
                                            -----------------------------------------------------------------------------------
Total Undistributed Expenses                  33.8%      $503,032      $533,363     $549,369      $565,350      $582,826 

Total Expenses Before Fixed Charges           55.7%      $829,114      $869,821     $395,916      $922,793      $950,477 
Income Before Fixed Charges                   44.3%      $659,295      $713,884     $735,301      $757,360      $780,081 

Fixed Charges
Property Tax & License                         4.6%        68,000        70,040       72,141        74,305        76,535 
Insurance                                     0.70%        10,419        10,731       11,053        11,385        11,727 
Buildings Reserve for Replacement              2.0%        29,768        30,661       31,581        32,528        33,504 
                                            -----------------------------------------------------------------------------
Total Fixed Charges                            7.3%      $108,187      $111,433     $114,776      $118,219      $121,765 

NET OPERATING INCOME                          37.0%      $551,108      $602,452     $620,525      $639,141      $658,315 
Present Value of Income Stream                            487,706       471,808      430,055       391,997       357,307 
Discounted at                                13.00%
Total Present Value of Income Stream                                 $3,503,487

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
                                               6             7              8             9             10            11
Fiscal Year (12/1 TO 11/30)                   2002          2003          2004           2005          2006          2007
==============================================================================================================================
<S>                                         <C>          <C>           <C>           <C>           <C>           <C>       
Room Nights Available                           40,880       40,880        40,880        40,880        40,880       40,880 
Number of Occupied Rooms                        24,528       24,528        24,528        24,528        24,528       24,528
Occupancy Rate                                  60.00%       60.00%        60.00%        60.00%        60.00%       60.00%
Average Room Rate                               $67.82       $69.85        $71.95        $74.11        $76.33       $78.62
- -------------------------------------------------------------------------------------------------------------------------------

REVENUES
Room Rentals                                $1,663,428   $1,713,331    $1,764,731    $1,817,673    $1,872,203    $1,928,369
Telephone                                       33,269       34,267        35,295        36,353        37,444        38,567
Restaurant Revenue                              72,470       74,644        76,883        79,190        81,566        84,012
Other Income                                    13,307       13,707        14,118        14,541        14,978        15,427
                                            -----------------------------------------------------------------------------------
Total Revenue                               $1,782,474   $1,835,949    $1,891,027    $1,947,758    $2,006,191    $2,066,376

EXPENSES
Departmental Expenses
Rooms ($/room/year)                            357,056      367,768       378,801       390,165       401,870       413,926
Telephone (% of Departmental Income)            21,625       22,273        22,942        23,630        24,339        25,069
                                            -----------------------------------------------------------------------------------
Total Departmental Expenses                   $378,681     $390,041      $401,743      $413,795      $426,209      $438,995

Undistributed Operating Expenses
Administrative & General                        65,568       67,535        69,561        71,648        73,797        76,011
Management                                      89,124       91,797        94,551        97,388       100,310       103,319
Furniture, Fixtures & Equipment Reserves        53,474       55,078        56,731        58,433        60,186        61,991
Franchise & Marketing                          142,598      146,876       151,282       155,821       160,495       165,310
Utilities                                      142,598      146,876       151,282       155,821       160,495       165,310
Property Operations & Maintenance               30,211       82,613        85,096        87,649        90,279        92,937
Miscellaneous                                   26,737       27,539        23,365        29,216        30,093        30,996
                                            -----------------------------------------------------------------------------------
Total Undistributed Expenses                  $600,310     $618,320      $636,869      $655,975      $675,655      $695,924

Total Expenses Before Fixed Charges           $978,991   $1,008,361    $1,038,612    $1,069,770    $1,101,863    $1,134,919
Income Before Fixed Charges                   $803,483     $827,588      $852,415      $877,988      $904,327      $931,457

Fixed Charges
Property Tax & License                          78,831       81,196        83,631        86,140        88,725        91,386
Insurance                                       12,078       12,441        12,814        13,193        13,594        14,002
Buildings Reserve for Replacement               34,509       35,545        36,611        37,709        33,841        40,006
                                            -----------------------------------------------------------------------------------
Total Fixed Charges                           $125,418     $129,181      $133,056      $137,043      $141,160      $145,394

NET OPERATING INCOME                          $678,065     $698,407      $719,359      $740,940      $763,168      $786,063
Present Value of Income Stream                 325,687      296,865       270,594       246,648       224,820
</TABLE>

REVERSION ANALYSIS
- ------------------
Eleventh Year Income                    $786,063
Reversion Capitalized @                   11.50%
Reversion                             $6,835,328                                
Less Sales Expense                          5.0%
Net Reversion                          6,493,562                                
Discount rate                             13.00%                                
Present Value of Reversion                          $1,912,928                  
                                                    ----------                  

TOTAL PRESENT VALUE                                 $5,416,415                  

Concluded Value via Income Approach                 $5,350,000    $47,768 /Room
                                                    ==========   


   DIRECT CAPITALIZATION                    
- -------------------------------------------
Net Operating Income             $551,108   
   (1997)                                   
Overall Rate                       10.50%   
                               ----------

Indicated Value                $5,248,649

                                                                            104
<PAGE>

3223 Bret Clodfelter Way, The Dalles, OR


                          RECONCILIATION AND CONCLUSION

               Cost Approach                       $7,360,000
               Market Approach                     $5,550,000
               Income Approach                     $5,350,000

The approaches have various degrees of applicability depending on the
circumstances. The Cost Approach is usually relied upon when the improvements
are new, or nearly new and are fully utilized for their designed intent. The
Income Approach indicates the amount at which a prudent investor would pay for
the property. The Direct Comparison Approach reflects actual prices paid for
similar properties reduced to a unit of comparison.

The variance between the approaches does not invalidate any of them and is
expected since each approach reflects the differing attitudes and motivations of
the various sectors of the real estate market.

In this analysis, the Cost Approach is given the least weight due to its
limitations in being able to accurately reflect current market conditions, and
going concern elements of value. These conditions are directly related to the
income generating ability of the subject, which is best analyzed within the
Income Approach. The Cost Approach may therefore represent the least reliable
data source, and the method least likely to be referenced by the typical
investor. However, it would be of interest to anyone exploring the feasibility
of developing new facilities. Here their principal concern is whether functional
properties can be acquired for less than their current replacement cost. If the
answer were "yes", the decision to acquire rather than build should result.

The Sales Comparison Approach is based upon the principle of substitution. It is
based on the premise that an informed investor will pay no more than the cost to
acquire a similar, competitive property with the same utility as the subject. In
this analysis, numerous sales of comparable properties were surveyed and
analyzed and adjusted to compare to the subject. The strength of this approach
is that it is the purest reflection of market intentions with regard to the
subject. It's weakness is that it is the most difficult of all approaches to
verify and quantify since appraisers rarely have access to complete financial
and transactional records for sale comparables. Properly allocating value to
real estate, FF&E and other business components and verifying the actual and
projected operating revenues and expenses are several of the challenges
appraisers face. Developing market supported quantitative and qualitative
adjustment factors is also extremely problematic. Therefore, individual
interpretations of reported sale data can be somewhat varied which tends to make
value indications developed through this approach highly subjective. While data
reliability can be rather poor in some instances, this approach is generally
utilized by market participants for developing reasonable bracketing of value
and key benchmark ratios which are utilized in the primary valuation approach,
The Income Approach.

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<PAGE>

3223 Bret Clodfelter Way, The Dalles, OR


RECONCILIATION AND CONCLUSIONS (Continued)

The Income Approach is the primary approach utilized in estimating the value of
the subject. It has the benefit of generally being the most reliable approach,
since operating projections are developed from the detailed records of the
owners. It also is the approach given the most weight by knowledgeable market.

Participants who base the bulk of their investment decision making on projected
return analyses. Value estimates are developed through detailed economic data
including occupancy levels and ADR's through application of direct
capitalization rates and discount rates. Numerous well respected consultants and
industry leaders perform research and publish data which aids the appraiser in
formulating opinions of value. Clearly, the Income Approach is the most reliable
and verifiable of the three approaches and is also the de facto standard
utilized by all knowledgeable market participants. Therefore, the value
conclusions presented herein place the greatest weight on the indications of
value developed through the Income Approach.

Based on the foregoing analysis, the opinion has been formed by the appraisers
that the market value of the subject hotel property, as a going concern with all
furniture fixtures and equipment, subject to the limiting conditions included in
this report, as of December 1, 1996, of the Fee Simple Estate, As Is, was:

                                   $5,350,000
                                   ==========

                      (Including Value of FF&E - $336,000)

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<PAGE>

3223 Bret Clodfelter Way, The Dalles, OR


                                  CERTIFICATION

The undersigned appraisers hereby certify that, to the best of their knowledge
and belief:

The statements of fact contained in this report are true and correct.

The reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions, and are our personal, unbiased
professional analyses, opinions, and conclusions.

We have no present or prospective interest in the property that is the subject
of this report, and have no personal interest or bias with respect to the
parties involved.

Our compensation is not contingent on an action or event resulting from the
analyses, opinions, or conclusions in, or the use of, this report.

Our analyses, opinions, and conclusions were developed, and this report has been
prepared, in conformity with the Uniform Standards of Professional Appraisal
Practice.

We have made a personal inspection of the property that is the subject of this
report, unless specifically stated otherwise.

In addition to the undersigned Mr. Herald Haskell, MAI performed the original
field inspection, site, improvements, area and competitive market analysis and
land valuation.

The reported analyses, opinions and conclusions were developed, and this report
has been prepared, in conformity with the requirements of the Code of
Professional Practice of the Appraisal Institute.

The use of this report is subject to the requirements of the Appraisal Institute
relating to review by its duly authorized representatives.

This appraisal assignment was not based on a requested minimum value, a specific
value or the approval of a loan.

As of the date of this report, M. Hammad has completed the requirements of the
continuing education program of the Appraisal Institute.


/s/ M. Hammad

M. Hammad, MAI
Certified General Appraiser
CA No. AG002849
OR No. TNR0314

- ----------                                                                   107
James Ratkovich & Associates, Inc.
<PAGE>

3223 Bret Clodfelter Way, The Dalles, OR


                           STATEMENT OF QUALIFICATIONS
                                  M HAMMAD, MAI

PROFESSIONAL AFFILIATIONS

      MAI, Member Appraisal Institute #10,868
      GAA, General Accredited Appraiser, National Association of Realtors
      Member San Fernando Valley Board of Realtors

EXPERT WITNESS

Qualified as expert witness before Los Angeles County and Orange County Superior
Courts and US Federal Bankruptcy Court and American Arbitration Association.

EDUCATION

University of California, Los Angeles (UCLA)
BA in Economics - 1977

LICENSES

      Certified General Appraiser, California
      #AG002849, Expires 2/1/97 Real Estate
      Broker, State of California

PROFESSIONAL HISTORY

HAMMAD & ASSOCIATES, INC.  Studio City, CA                1988 to Present
President
      Principal of real estate appraisal and consulting firm in commercial,
      industrial and income producing residential properties.

MARSHALL & STEVENS, Los Angeles, CA                       1986 to 1988
Director of Real Estate Valuation
      Manager and director of real estate appraisal group specializing in the
      appraisal of commercial and industrial real estate for large investors,
      corporations and major financial institutions.

WELLS FARGO REALTY ADVISORS, Marina Del Rey, CA           1985 to 1986
Assistant Vice President
      Appraisal officer specializing in appraisal of major properties for
      portfolio analysis, proposed joint venture developments and financing.

LAVENTHOL & HORWATH, Los Angeles, CA                      1984 to 1985
Associate Appraiser
      Assisted the National Director of Valuations in developing a new appraisal
      practice that specialized in hotel and motel valuation, mixed use and
      commercial real estate appraisal and feasibility analysis.

- ----------                                                                   108
James Ratkovich & Associates, Inc.
<PAGE>
                        QUALIFICATIONS OF THE APPRAISER

                              HERALD S. HASKELL, MAI

Herald S. Haskell is an independent real estate appraiser/analyst with offices
located in Salem, Oregon. He began his real estate appraisal career with Amencan
Federal Savings, in 1973, where he last held the position of Chief Appraiser.
During his twelve year tenure with this Salem, Oregon firm, he supervised
appraisal department personnel and operations, reviewed appraisals from staff
and outside appraisers, analyzed secondary market loan security, appraised
various types of real estate, and analyzed feasibility of major investments. He
accepted the position of Vice President and Assistant Manager of the Los Angeles
office of BA Appraisals Inc., m January, 1986. BA Appraisals, Inc., a subsidiary
of BankAmerica Company, was purchased by Arthur D. Little Valuation, Inc., in
September, 1986. In March, 1987, he opened an independent real estate appraisal
office in Monrovia, California, prior to moving back to Salem, Oregon. 

During the course of his real estate career, he has appraised various types of
residential and income producing properties throughout the United States,
primarily the Western Region. Mr. Haskell has instructed Real Estate Principles
and Real Estate Appraisal courses at Chemeketa Community College, as well as,
SREA Chapter sponsored seminars and workshops.

PROFESSIONAL AFFILIATIONS AND MEMBERSHIPS

The Appraisal Institute, 
     MAI (Member, Appraisal Institute) Certificate No. 6118, 1980 
     SRPA (Senior Real Property Appraiser) 1978 
President, SREA Chapter 85, 1980-81 
Delegate, Young Advisory Council, Society of Real Estate Appraisers
Certified Real Estate Appraiser - Oregon (No. COOOOlO) Current license expires
8/31/97 

APPRAISAL ASSIGNMENTS

Mr. Haskell has a wide variety of appraisal experience. This experience and
expertise is primarily in the residential, commercial and industrial areas, as
well as special purpose properties. He has appraised numerous complex properties
in these categories for financing, condemnation and various other purposes. He
has obtained significant experience over the past decade in appraising hotels
and motels. These properties have ranged in size from small local motels to
destination resorts, with ownership ranging from local operators to large
regional and national franchises. The larger destination resort-type facilities
have been valued in multiple millions of dollars. Mr. Haskell's appraisals have
been utilized for underwriting conventional loans, issuing development bonds,
offer and sale negotiations, listing property for sale, just compensation, and
various other purposes. He has qualified as an expert witness in Oregon courts.
A partial list of property types in which he is experienced in appraising is
located on the following page.
<PAGE>

QUALIFICATIONS OF HERALD S. HASKELL, MAI (continued)


Mr. Haskell is experienced in appraising/consulting and preparing reports on the
following:

Residential                                                       Hotels/Motels
Apartments                                                    Postal Facilities
Condominiums                                                Leasehold Interests
Subdivisions                                                  Retail Facilities
Mobile Home Parks                                              Office Buildings
Industrial                                                          Vacant Land
Golf Courses                                                   Shopping Centers
Special Purpose Properties                                             Churches
Feasibility Studies                               Highest and Best Use Analyses
Restaurants                                                      Market Studies


PARTIAL LIST OF CLIENTS

First Interstate Mortgage           Resolution Trust Corporation
First Interstate Bank               U.S. Bancorp Mortgage Corp.
Key Bank of Oregon                  The Bank of Newport
First Security Bank                 The Commercial Bank
Washington Mutual Savings           KeyCorp Mortgage
Federal Deposit Insurance Corp.     State of Oregon
Bank of Salem                       Pioneer Trust Bank
Centennial Bank                     1st Federal Savings of McMinnville
Western Bank                        Evergreen International Aviation
Douglas National Bank               Citizens Valley Bank
West Coast Bancorp                  West Coast Trust
Bank of America                     West One Bank
The Bank of Tokyo, Ltd.             Citizens Bank
Valley Community Hospital           Various individuals

Mr. Haskell's client base centers around real estate lending institutions. While
he is experienced in condemnation work for governmental agencies, market value
estimates for individuals and local governments, as well as providing reports
and testimony for attorney's and courts, his primary clients are lenders. His
more than twelve years experience as an employee of lending institutions has
provided him with a solid understanding of federal regulations, underwriting
requirements and other considerations. He has been a regular consultant at the
board level regarding property values. He maintains a knowledge of current
regulations and requirements set forth by federal regulators.
<PAGE>

EDUCATION

The following is a partial listing of Mr. Haskell's education history. After
service in the U.S. Army, with tours in Germany and Viet Nam, Mr. Haskell
attended college, receiving G.I. Bill benefits, while providing for and raising
a young family. He maintained a 4.0 GPA while studying for the A. S. degree in
Real Estate. Upon completion of this program he entered the professional
designation programs of the Society of Real Estate Appraisers and the American
Institute of Real Estate Appraisers. He met the college degree requirements of
the Appraisal Institute bytaking additional course work, passing exams and
review by the Education Committee. 

Education has been on-going throughout his appraisal career. The following is a
partial list of coursework and education programs completed:

     - Associate in Science, Real Estate Technology, Chemeketa Community College
     Salem, Oregon

     - Course 101, Society of Real Estate Appraisers, "Introduction To Real
     Property Valuation".

     - Course 201, Society of Real Estate Appraisers, "Appraising Income
     Property".

     - Course VIII, American Institute of Real Estate Appraisers, "Appraising
     Residential Property"

     - Course IX, American Institute of Real Estate Appraisers, "Appraisal
     Administration and Review".
                    
     - Course II, American Institute of Real Estate Appraisers, "Case Studies in
     Urban Property".
           
     - "Real Estate Investment Analysis" American Institute of Real Estate
     Appraisers.

     - "Standards of Professional Practice" American Institute of Real Estate
     Appraisers.

     - "FHLBB Memo R41(c) Seminar" Society of Real Estate Appraisers.

     - "Advanced Lotus 1-2-3 Workshop" American Institute of Real Estate
     Appraisers.

     - "Retail Pr6perty Seminar" American Institute of Real Estate Appraisers.

     - "UCIR Form Report Seminar" American Institute of Real Estate Appraisers.

     - "Subdivision Analysis" Society of Real Estate Appraisers.

     - "Highest and Best Use-Feasibility Analysis For Non-Residential
     Properties" American Institute of Real Estate Appraisers.
                 
     - "Appraisal Review" Society of Real Estate Appraisers.

     - "Fair Lending and the Appraiser" The Appraisal Institute, December, 1993

     - "Legal Liability of Appraisers" Portland Community College, November,
     1993

     - "Understanding Limited Appraisals and Reporting Options" The Appraisal
     Institute. July, 1994

     - "Uniform Standards of Professional Appraisal Practice, Parts A & B"
     American Institute of Real Estate Appraisers April, 1991; Part A - April,
     1995.

     - Various seminars, workshops and courses on an on-going basis. Mr
     Haskell is currently certified through the continuing education program
     of the Appraisal Institute.
<PAGE>

3223 Bret Clodfelter Way, The Dalles, OR


                                     ADDENDA


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James Ratkovich & Associates, Inc.
<PAGE>

                                                                          Page 1

                                  EXHIBIT "A"

Parcel 1: (TL 205)

That tract of land known as Tract I deeded to W. J. Suefert Land Company March
8, 1960 and recorded in the Deed Records of Hasco County, Oregon, in Book 141,
Page 192 and being North of the North right of way line of Suefert Park Frontage
road and East right of way of the relocated Dalles Bridge Approach located in
Government Lot 2, Section 36, Township 2 North, range 13 East and in Government
Lot 3, Section 1, Township 1 North, range 13 East of the Willamette Meridian.

Including an easement for ingress and egress from Suefert Land Company over the
Westerly 60 feet when measured at right angles to the easterly line of the
aforementioned parcel.

Subject to flowage easements recorded in book 128, Page 122 of Deed of Records
of Wasco County, Oregon.

EXCEPTING the following:

1. A lease parcel granted to Standard Oil from Suefert Land Company as recorded
in Wasco County Deed Records, Micro-Film No. 64-2216.

2. A tract of land in Government Lot 3, Section 1,, township 1 North, Range 13
East of the Willamette Meridian, Wasco County, Oregon, more particularly
described as follows:

Commencing at the USAE brass cap monument of the North One-quarter of said
Section 1; thence South 89(degrees) 34' 58" East along the North line of said
Section a distance of 660 feet to the East line of that parcel of land known as
Tract 1 deeded to the W. J. Suefert Land Company March 8, 1960 and recorded in
the Deed Records of Wasco County, Oregon. Said point also being the true point
of beginning; thence South 10(degrees) 24' 31" East following the aforementioned
East line of the w. J. Suefert Land Company tract 1 a distance of 393.90 feet to
a point on the northerly right of way of the Suefert Park Frontage Road said
point being 50 feet when measured at right angles, from the center line of said
road; thence continuing South 10(degrees) 24' 31" East to a point which is 30
feet, when measured at right angles, from the centerline to the Suefert Park
Frontage Road; thence Southwesterly 39 feet, plus or minus, following the
northerly right of way of aforementioned frontage road; thence North 14(degrees)
07' 38" West leaving said right of way 313 feet, plus or minus; thence South
75(degrees) 52' 22" East 201.00 feet; thence North 14(degrees) 07' 38" West
181.00 feet to the North line of Section 1, township 1 North, range 13 East of
the Willamette Meridian; thence South 89(degrees) 34' 58" East 427.84 feet to
the true point of beginning.
<PAGE>

                                  EXHIBIT "A"

Subject to flowage easement recorded in Book 128, Page 122 of Deed Records of
Wasco County, Oregon.

5. The westerly 60 feet when measured at right angles to the Westerly line of
the aforementioned Suefert Land Company tract.

Parcel II: (TL 206)

A tract of land in Government Lot 3, Section 1, Township 1 North Range 13 East
of the Willamette Meridian, Wasco County, Oregon, more particularly described as
follows:

Commencing at the USAE brass cap monument of the North one-quarter corner of
said Section 1; thence South 89(degrees) 34' 58" East following the North line
of said Section a distance of 85.16 feet, said point being 60 feet from when
measured at right angles to the Eastern right of way of the relocated Dalles
Bridge Approach, and being the true point of beginning; thence South 10(degrees)
51' 22" West following the line that is parallel and 60 feet from when measured
at right angles to the East right of way of the relocated Dalles Bridge
Approach, a distance of 428.93 feet to a point of intersection with the
northerly line extended easterly, of Standard Oil lease land extended westerly;
thence North 75(degrees) 52' 22" East following the northerly line extended
westerly and the northerly line, and the northerly line extended easterly, of
Standard Oil leased land a distance of 323.72 feet; thence North 14(degrees) 07'
38" West a distance of 351.83 feet to the North line of the aforementioned
Section 1; thence North 89(degrees) 34' 58" West following the North line of
said Section, a distance of 147.00 feet to the true point of beginning.

Subject to flowage easement recorded in Book 128, Page 122 of the Deed Records
of Wasco County, Oregon.

Including an easement for ingress and egress along the westerly 50 feet of that
tract of land deeded Suefert Land Company March 8, 1960 and recorded in the
Wasco County deed records, book 141, Page 152, and being north of the Northerly
right of way of Suefert Park Frontage Road and east of the easterly right of way
of the Dalles Bridge Approach, located in Government Lot 2 of Section 26,
Township 2 North, Range 13 East and Government Lot 3 of Section 1, Township 1
North, Range 13 East of the Willamette Meridian.

Parcel III: (TL 207)

A tract of land in Government Lot 3, Section 1, Township 1 North, Range 13 East
of the Willamette Meridian, Wasco County, Oregon, more particularly described as
follows:
<PAGE>

                                                                          Page 4

                                  EXHIBIT "A"

Commencing at the USAE brass cap monument of the North one-quarter of said
Section 1; thence South 89(degrees) 34' 50" East along the North line of said
Section a distance of 660 feet to the East line of that parcel of land known as
Tract I deeded to the W. J. Suefert Land Company March 8, 1960 and recorded in
the Deed Records of Wasco County, Oregon. Said point also being the true point
of beginning; thence South 10(degrees) 24' 31" East following the aforementioned
East line of the W. J. Suefert Land Company tract 1 a distance of 393.90 feet so
a point on the northerly right of way of the Suefert Park Frontage Road said
point being 50 feet when measured at right angles, from the center line of said
road; thence continuing South 10(degrees) 24' 31" East to a point which is 30
feet, when measured at right angles, from the centerline to the Suefert Park
Frontage Road; thence Southwesterly 39 feet, plus or minus, following the
northerly right of way of aforesaid frontage road; thence North 14(degrees) 07'
38" West leaving said right of way 313 feet; plus or minus; thence South
75(degrees) 52' 22" East 201.00 feet; thence North 14(degrees) 07' 38" West
181.0 feet to the North line of Section 1, Township 1 North, Range 13 East of
the Willamette Meridian; thence South 89(degrees) 34' 58" East 427.84 feet to
the true point of beginning.

Subject to flowage easement recorded in book 128, Page 122 of the Deed Records
of Wasco County, Oregon.

Parcel IV: (TL 208)

A tract of land in Government Lot 3, Section 1, Township 1 North, Range 13 East
of the Willamette Meridian, Wasco County, Oregon, more particularly described as
follows:

Commencing at the USAE brass cap monument of the North one-quarter of said
Section 1; thence South 89(degrees) 34' 50" East following the North line of
said Section 232.16 feet; thence South 14(degrees) 07' 38" East 181.00 feet to
the true point of beginning; thence South 75(degrees) 52' 22" West 155.00 feet
to the Easterly lne of that certain parcel leased to Standard Oil as recorded in
Wasco County Deed of Records; thence following said East line South 14 0 07"38",
a distance of 160.00 feet to the Northerly right of way of the Suefert Park
Frontage Road, thence Northeasterly 357.00 feet, plus or minus, following the
Northerly right of way of the Suefert Park Frontage Road; thence North
14(degrees) 07' 38" West leaving said right of way 313.00 feet, plus or minus,
thence South 75(degrees) 52' 22" West 201.00 feet to the true point of
beginning.

Subject to flowage easement recorded in Book 128, Page 122 of Deed Records of
Wasco County, Oregon.

Parcel V: (TL 209)

The westerly 60 feet when measured at right angles to the westerly line of the
aforementioned Suefert Land Company tract.
<PAGE>

                                  EXHIBIT "B"

1. The rights of the public in and to the portions thereof included within the
boundaries of roads and highways.

2. The usual reservations as contained in patent issued by the United States of
America.

3. Public utility easements, if any shall be found to exist in the premises,
including, but not limited to, right-of-way easement to Pacific Power & Light
Company, a corporation, by instrument recorded June 9, 1964, Micro Film No.
64-1275, ALSO right-of-way easement to Northern Wasco County People's Utility
District, a municipal corporation, by instrument recorded June 11, 1980, Micro
film No. 80-1630.

4. Perpetual flowage easement granted to United States of America by Suefert
Brothers Company by deed recorded March 17, 1954, Book 128, Page 122, Deed
Records of Wasco County, Oregon.

5. Denial of access provisions as contained in deed from w. J. Suefert Land Co.,
an Oregon corporation, to State of Oregon, by and through its State Highway
Commission, dated January 12, 1961, deed Book 142, Page 718.

6. Easement Deed, executed by w. J. Suefert Land Co. to United States of America
(Corps of engineers) recorded June 9, 1975, Wasco County, Oregon, Micro Film No.
75-1290.

7. Easement for slopes as contained in Warranty Deed from W. J. Suefert Land
Co., an Oregon corporation, to Wasco County, a political subdivision of the
State of Oregon, recorded January 25, 1961, Deed Book 142, page 716.

8. Access restrictions as contained in Warranty Deed from w. J. Suefert Land
Co., an Oregon corporation, to State of Oregon, by and through its State Highway
commission, recorded June 30, 1961, Deed Book 143, Page 654.

9. Easement for channel change as contained in instrument from W. J. suefert
Land Co., an Oregon corporation, to State or Oregon, by and through its State
Highway Commission, recorded June 30, 1961, Deed Book 143, Page 658.

10. Easement Deed executed by W. J. Suefert Land Co. to United States of America
(Corps of Engineers), recorded June 9, 1975, Wasco County, Oregon, Micro Film
No. 75-1290.

11. The rights of fishing, navigation and commerce in the State of Oregon, the
Federal government and the Public in and to that


EXHIBIT "B" - Page 1
<PAGE>

portion thereof lying below the ordinary high water mark of the Columbia River.

12. Assignment of Lease for Security, including the terms and provisions
thereof, Portage Inn, Inc., to Douglas national Bank, dated December 22, 1987,
recorded December 30, 1987, Wasco County, Oregon, Micro Film No. 87-3935.

13. Deed of Trust, including the terms and provisions thereof, executed by
Portage Inn, Inc., to Wasco title, Inc., trustee for Douglas national Bank dated
December 22, 1987, recorded December 30, 1987, Wasco County, Oregon, Micro Film
No. 87-3936, to secure the sum of $1,000,000.00 and interest thereon.

14. Trust Deed, including the terms and provisions thereof, executed by Patrick
G. Lockhart and Rosemary Lockhart, husband and wife, to Portage Inn, Inc. with
Wasco title, Inc., trustee, dated December 24, 1987, recorded January 6, 1988,
Wasco County, Oregon, Micro Film No. 88-0030, to secure the sum of $1,475,000.00
and interest thereon.

Assignment, C.V.T., Inc., formerly Portage Inn, Inc., to Curtis Trent and Verna
K. Trent, recorded December 14, 1988, Wasco County, Oregon, Micro Film No.
88-3579.

15. Deed of Trust, Assignment of Rents and Security Agreement, including the
terms and provisions thereof, Patrick G. Lockhart and Rosemary Lockhart to
Stewart Title of Oregon, trustee for Intervest-Mortgage Investment Company, a
Washington corporation, dated August 5, 1988, recorded August 9, 1988, Wasco
County, Oregon, Micro Film No. 88-2291, to secure the sum of $500,000.00 and
interest thereon.

16. Assignment of Leases and Cash Collateral, including the terms and provisions
thereof, Patrick G. Lockhart and Rosemary Lackhart to Intervest-Mortgage
Investment Company, a Washington corporation, recorded August 9, 1989, Wasco
County, Oregon, Micro Film No. 88-2292.

17. Financing Statement, Patrick G. Lockhart and Rosemary Lockhart debtors, and
Intervest-Mortgage Company, a Washington corporation, secured party, recorded
August 9, 1988, Wasco County, Oregon, Micro Film No. 88-2293.

18. Financing Statement, Patrick g. Lockhart and Rosemary Lockhart, debtors, and
UT leasing Corporation, secured party, recorded September 23, 1988, Wasco
County, Oregon, Micro Film No. 88-2750.


EXHIBIT "B" - Page 2
<PAGE>

                           [LETTERHEAD OF SHILO INNS]

January 6, 1993

Mr. Rodney g. Sawyer
O'Callahan's Restaurant, Inc.
6221 N.E. 82nd Avenue
Portland, OR 97220

            Re: Restaurant Lease - Shilo Inn, the Dalles, Oregon.

Dear Rod:

This letter will acknowledge receipt of you letter of December 28, 1992,
exercising your option to renew the lease on the restaurant at the Dalles Shilo
Inn for an additional five-year period.

By my reading of the lease, the renewal notice must have been given at least 90
days prior to the termination of the then current lease. However, I accept your
letter of December 28th as a renewal of the lease. However, I accept your letter
of December 28th as a renewal of the lease. For future reference, I would
appreciate your giving me notice prior to October 1, 1997, if your company
decides to renew for the third five-year term.

As I read this lease, the terms and conditions go forward on the same basis as
now written.

I look forward to a continuing mutually profitable business relationship at The
Dalles and to a similarly mutually profitable business relationship at Idaho
Falls, Nampa and Richard.

Sincerely,


/s/ Mark S. Hemstreet

Mark S. Hemstreet
Owner

MSH:cls

cc:  Gordon Caudle
     Shilo Inn Manager, the Dalles
     O'Callahan's Restaurant Manager, The Dalles

bcc: John Kneeland
<PAGE>

                 [Letterhead of O'Callahan's Restaurant, Inc.]

December 28, 1992

Mark Hemstreet
SHILO INN
11600 SW Barnes Road
Portland, OR 97225

Dear Mark:

This letter is to inform you of O'Callahan's Restaurant, Inc.'s., decision to
exercise the lease renewal option for The Dalles property. Per our existing
lease, the terms and conditions of our lease would remain unchanged for the next
five years.

Please let me know if we need to discuss the lease. I hope you and your family
had a Merry Christmas.

Sincerely yours,


/s/ Rodney G. Sawyer

Rodney G. Sawyer
President

RG:ac
<PAGE>

ADDENDUM TO LEASE AGREEMENT

      This is an amendment to that certain Agreement by and between Patrick G.
Lockhart, rosemary Lockhart "Lessor" and O'Callahan's Restaurants, Inc.,
"Lessee", dated January 4, 1988 for food and beverage operations at the motel
currently known as the Portage Inn, The Dalles, Oregon.

                                    RECITALS

      A. the parties wish to have this amendment to the agreement run
concurrently with the Lease Agreement".

      THEREFORE, Restaurant and Motel agree as follows:

      1. Paragraph 1.f (Guest Charges) of the Agreement is amended to add -:

            FOOD AND BEVERAGE SERVICE. The restaurant shall provide food and
beverage room delivery services to the Motel guest rooms during normal operating
of the restaurants food & beverage services. It is recognized that any liquor,
either bottled or by the drink, that leaves the restaurant's premises
unconsumed, is done so as per the restaurant's Oregon State Liquor Commission
License. Motel grants permission to authorized personnel of Restaurant to full
access to the Motel property for such service. It is also understood that room
Service charges provided by the restaurant will be billed to the guest room as
per paragraph 1.f.

      2. Except as provided herein, the Agreement shall remain in full force and
effect.

      IN WITNESS WHEREOF, the parties hereto execute this amendment as of the
date last provided herein below.


By: /s/ Patrick G. Lockhart              By: /s/  Rodney G. Sawyer
    ---------------------------              -------------------------
     Patrick G. Lockhart                     O'Callahan's Restaurants Inc.
     Lessor                                  Lessee


    /s/ Rosemary Lockhart
      ----------------------------
      Rosemary Lockhart
      Lessor

Date:                                       Date:
     -----------------------------               -------------------------
<PAGE>

THIRD ADDENDUM TO LEASE AGREEMENT

      This is an Amendment to that certain Agreement by and between Patrick G.
Lockhart, Rosemary Lockhart "Lessor" and O'Callahan's Restaurants, Inc.,
"Lessee", dated January 4, 1988 for food and beverage operations at the motel
currently known as The Portage Inn, The Dalles, Oregon.

                                    RECITALS

      A. The parties wish to have this amendment to the agreement run
concurrently with the Lease Agreement and subsequent Addendums in their
respective order.

      THEREFORE, Restaurant and Motel agree as follows:

      1. Lessor agrees to a discount room rate to the Lessee for Lessee's
approved employees, at a rate of $5.00 per room night for the initial 60 days of
this lease. Thereafter the initial 60 days the discount rate will be at 50%.

      2. Lessor agrees to allow Rod Sawyer personal complimentary rooms anytime
during the term of this lease.

      3. Except as provided herein, the Agreement shall remain in full force and
effect.

      IN WITNESS WHEREOF, the parties hereto execute this Amendment as of the
date last provided herein below.


By:                                        By: /s/  Rodney G. Sawyer
   ---------------------                       ------------------------
   Patrick G. Lockhart                         O'Callahan's Restaurants, Inc.
   Lessor                                      Lessee

Date:                                      Date:    1/19/88
     ------------------                         -----------------------


                                                                               3
<PAGE>

SECOND ADDENDUM TO LEASE AGREEMENT

      This is an Amendment to that certain Agreement by and between Patrick G.
Lockhart, rosemary Lockhart "Lessor" and O'Callahan's Restaurants, Inc.,
"Lessee", dated January 4, 1988 for food and beverage operations at the motel
currently known as The Portage Inn, The Dalles, Oregon.

                                    RECITALS

      A. The parties wish to have this second amendment to the agreement run
concurrently with the "First Addendum to the Lease Agreement".

      THEREFORE, Restaurant and Motel agree as follows:

      1. Paragraph 1.f (Guest Charges) of the Agreement is amended to add -:

            FOOD AND BEVERAGE SERVICE. the Restaurant shall provide food and
beverage room delivery services to Motel guest rooms during normal operating of
the Restaurants food & beverage services. It is recognized that any liquor,
either bottled or by the drink, that leaves the Restaurant's premises
unconsumed, is done so as per the Restaurant's Oregon State Liquor Commission
License. Motel grants permission to authorized personnel of Restaurant to full
access to the Motel property for such service. It is also understood that Room
Services charges provided by the Restaurant will be filled to the guest room as
per paragraph 1.f.

      2. Except as provided herein, the Agreement shall remain in full force and
effect.

      IN WITNESS WHEREOF, the parties hereto execute this Amendment as of the
date last provided herein below.


By:                                           By: /s/ Rodney G. Sawyer
   ---------------------------                    -------------------------
   Patrick G. Lockhart                            O'Callahan's Restaurants Inc.
   Lessor                                         Lessee

Date:                                         Date:     1/17/88
     -------------------------                      ------------------------
<PAGE>

                          ADDENDUM TO LEASE AGREEMENT

      This Addendum is made to that certain lease Agreement dated the 4th day of
January, 1988, by and between Patrick G. Lockhart, and Rosemary Lockhart, as
lessor, and O'CALLAHAN'S RESTAURANTS, INC., as Lessee.

      The respective parties agree to the following:

      1. A pre-condition to this lease taking effect is that O'Callahan's
reserves the right to approve the level of remodel funding for the f&b
facilities.

      2. The minimum and percentage rental payable per paragraph 1(a) of the
lease agreement shall commence four months after the opening of the restaurant
as O'Callahan's.

      3. All costs incurred by the Lessee prior to the opening of the restaurant
as O'Callahan's shall be the responsibility of the Lessor.

      4. O'Callahan's reserves the option to terminate this lease upon the sale
of the hotel by Execulodge Corporation by means of registered mail with a 90
notice prior to exercising the option.

      DATED this 4th day of January, 1988.

LESSOR:                                LESSEE:

                                       O'Callahan's Restaurants, Inc.


By:                                    By: /s/ Rodney G. Sawyer
   ----------------------------           --------------------------------


Addendum to Lease Agreement
<PAGE>

                                LEASE AGREEMENT

      Patrick G. Lockhart/Rosemary Lockhart:(Exceulodge/Portage Inn)
O'Callahan's Restaurants, Inc.

                                Table of Contents

1.   Lease Rentals                                                            1
     a.  Percentage rental                                                    1
     b.  Adjusting year                                                       1
     c.  Gross Receipts Defined                                               1
     d.  books and Records                                                    2
     e.  utilities & Taxes                                                    2
     f.  Guest Charges                                                        2

2.   Term                                                                     3

3.   Lessee's Obligations                                                     3

     a.  Use of Premises                                                      3
     b.  Permits and Licenses                                                 3
     c.  Staffing and Service                                                 3
     d.  Sanitation and Appearance of Premises                                3
     e.  Insurance                                                            4
     f.  Indemnity for Suits and Accidents                                    4
     g.  Dram Shop Liability Insurance                                        4
     h.  Cleanliness of Premises                                              4
     i.  Alterations and Additions                                            4
     j.  Statutory Compliance                                                 5
     k.  Hazardous Risks                                                      5
     l.  No Interest in Operation by Lessor                                   5
     m.  Banquet and Meeting Rooms                                            5

4.   O.L.C.C. License                                                         5

5.   Lessor's Obligations                                                     5

6.   Maintenance and Repair                                                   6

7.   Parking                                                                  6

8.   Sign Privileges                                                          6

     a.  Sign Maintenance                                                     6
     b.  Sign Compliance                                                      7

9.   Furniture, fixtures and Utensils                                         7

10.  Food and Beverage Inventory                                              7

11.  Lessor's Right of Entry                                                  7
<PAGE>

12.  Right of Assignment                                                      7

13.  Loss or Damage by fire or Casualty                                       7

14.  Liens                                                                    7

15.  No Liability for Loss                                                    8

16.  Overloading of Floors                                                    8

17.  Eminent Domain                                                           8

18.  Termination and Default                                                  8

19.  Subordination of Lease                                                   9

20.  Attorney's Fees and Court Costs                                          9

21.  Surrender of Premises                                                    9

22.  Option to renew Lease                                                    9

23.  Notices                                                                  9

24.  Right of Survivorship                                                    9

25.  No Joint Venture of Partnership                                          10

26.  Purchase of Food & Beverages Inventory by Lessee                         10

27.  Room Rental                                                              10

28.  Legal Counsel                                                            10
<PAGE>

                                LEASE AGREEMENT

      THIS LEASE AGREEMENT made and entered into this 4th day of January, 1988,
but effective for all purposes upon the issuance and transfer of the O.L.C.C.
liquor license, by and between Patrick G. Lockhart, and rosemary Lockhart,
hereinafter referred to as :Lessor,: and O'CALLAHAN'S RESTAURANTS, INC.,
hereinafter referred to as "Lessee."

                                  WITNESSETH:

      WHEREAS, the Lessee has control by ownership of the following described
      property:

      Restaurant, Bar, and Meeting facilities located at the motel property
      currently known as The Portage Inn, The Dalles, Oregon.

      AND, WHEREAS, the Lessee is desirous of leasing said described property
and improvements thereon from the Lessor and of operating the same as a cocktail
lounge and restaurant, along with all banquet facilities.

      NOW, THEREFORE, the parties hereto agree as follows:

      1. Lease Rentals.

            a. Percentage Rental. The Lessee shall pay to the Lessor a
"Percentage Rental" equal to five percent (5%) of the first $50,000 in gross
receipts per month, and ten percent (10%) of gross receipts over $50,000, up to
$90,000, and fifteen percent (15%) over $90,000 per month for each month
throughout the term of this lease and any renewal or extension thereof, but not
greater than 10% of the total gross annualized. Percentage rental shall be
payable monthly and within ten (10) days following the last day of the preceding
month. Lessee shall furnish the Lessor with a statement certifying the true
amount of Lessee's gross receipts made during the preceding month. A minimum
rent of $6,000.00 per month will be applied against the percentage rental due.

            b. Adjusting Year. The percentage rental shall be subject to an
annual adjustment based on the "Adjusting Year". the adjusting year shall mean
the first consecutive twelve (12) month period beginning on the first day of the
calendar month following the month of the effective date of the lease and each
succeeding twelve (12) month period thereafter. Within forth-five (45) days
after the end of each adjusting year, the Lessee shall submit to the Lessor a
statement signed by an officer of the Lessee, certifying the true amount of
Lessee's gross receipts made in or upon the leased premises during the preceding
twelve (12) month period. In the event Lessee had paid to Lessor a sum in excess
of the amount due based on the Lessee's gross receipts during the adjusting
year, the Lessee shall receive credit for such overpayment against the first
rentals due in the next succeeding twelve (12) months. Any underpayment of
percentage rental due to lessor will be paid in full within 45 days after the
end of the adjusting year.

            c. Gross Receipts Defined. the term "Gross Receipts" shall include
the


            Page 1 - Lease Agreement
<PAGE>

[ILLEGIBLE] sold by the Lessee, in, on, or from the leased premises during the
term of this lease but after deducting therefrom all bona fide credits,
allowances, returns, and charges. Proceeds from vending machines, coin-operated
devices, including, without limiting the generality of the foregoing, telephone
pay stations, musical devices, amusement devices and the like, shall also be
included in gross receipts. Gross receipts shall not include complimentary
drinks or meals, uncollectible charges and bad debts, use tax, sales tax, and
other taxes levied by appropriate state, municipal, county, federal and any
other governmental bodies and subdivisions thereof on sales of food, alcoholic
or non-alcoholic beverages and any other merchandise and/or services, whether
paid by Lessee or Lessee's customers.

            d. Books and Records. Lease shall keep and preserve during each
adjusting year full and complete records of all gross receipts and sales. the
Lessor shall have the right, nor more than six (6) months and forty-five (45)
days following the close of the adjusting year, to examine and audit the
lessee's records, but only for the purpose of ascertaining the amount of gross
receipts from sales. The examination and audit shall not be made more often than
once a year by an accountant selected by the Lessor. If the Lessor wishes to
audit the Lessee's records, the Lessor shall notify the Lessee and proceed with
such audit and examination within six (6) months after receiving from the Lessee
the certified statement required for the adjusting year. Any such audit or
examination by the Lessor shall be at the Lessor's sole expense, except in the
event that the audit discloses an understatement of one percent (1%) or more in
gross receipts reported by Lessee to Lessor in which case the audit will be paid
for by the Lessee. The Lessor shall keep in confidence all information furnished
to Lessor, either in the form of the statement of receipts delivered by the
Lessee or any information which the Lessor might gain or gather from the
examination or audit of the Lessee's books.

            e. Utilities and Taxes. All utilities, real estate taxes, and
personal property taxes incident to the leased premises shall be paid by Lessor
provided that the use of water, gas, and electricity by Lessee are in accordance
with the normal operation of a restaurant and bar facility and using taxes and
utility charges for the 1988 calendar year as a base period. If, beginning in
1989, the amounts of utilities or taxes payable exceed those payable during the
base year, then Lessee shall reimburse Lessor for 25% of any such increase.
Reimbursement for tax increases will be payable on the due date of such taxes
and reimbursement for utility increases will be payable within 45 days after the
end of each 6th month during the remainder of the lease term or any renewal or
extension thereof. Twenty-five percent (25%) of any decrease in taxes and
utilities shall be deducted from percentage rental payable by Lessee on the same
basis. Lessee's responsibility is limited to the property "as is" upon
commencement of this lease.

            f. Guest Charges. Lessee must allow Execulodge hotel patrons with
proper and approved credit to charge lounge and restaurant charges to the hotel
lodging bill. Execulodge shall be responsible for all charges for which it has
expressly approved credit. Lessee shall provide room service to hotel patrons in
accordance with hours described in Item 2, Term, paragraph 1. Lessee further
recognizes that such lounge and restaurant charges by hotel patrons shall be on
a monthly accounts receivable basis, subject to a three percent (3%)
bookkeeping, accounting and handling charge to Lessee and credited to
Execulodge. Lessee shall receive credit for all credit card discounts, unless
card handling costs exceed four and one-half (4-1/2) percent at


            Page 2 - Lease Agreement
<PAGE>

[ILLEGIBLE] and one-half (4-1/2) percent. Execulodge shall make available upon
reasonable request by Lessee all records in Execulodges' possession of such
patrons' account for the purpose of verification of said charges. Unless
specifically guaranteed, however, Execulodge shall in no manner be responsible
for default by its patrons' payment of lounge charges.

            2. Term. the term of this lease shall be for FIVE (5) years,
commencing on the date Lessee is licensed by the O.L.C.C. Lessee shall serve
full service liquor (including spirits, wine, and beer) and provide a full
service menu for the restaurant during the hours that are customary, namely
11:00 a.m. until 2:00 a.m. daily for the lounge and 6:00 a.m. until 10:00 p.m.
daily for the restaurant, allowing for routine preparation and cleaning time
between 2:30 a.m. and 5:00 p.m. and except on account of strikes, lockout, rules
and laws of the State or Oregon or causes beyond control of Lessee or for not
more than three (3) days out of respect to the memory of any deceased officer or
employee of Lessee, or relative of such officer or employee. Any change in the
restaurant or bar hours must be approved in writing by the Lessor.

      The leased premises shall be open for business 365 days a year except for
the following days at the discretion of the Lessee: Thanksgiving Day, Christmas
Eve, Christmas Day and one other day a year of the Lessee's choice for cleaning
of the premises.

      3. Lessee's Obligations.

            a. Use of Premises. Lessee shall use the leased premises the whole
part thereof, only as a cocktail lounge and restaurant with meeting and banquet
facilities.

            b. Permits and Licenses. Lessee agrees to obtain and pay for any and
all permits and licenses required by City, County, or State agencies and agree
to comply with and abide by all rules and regulations of any regulatory body
having jurisdiction.

            c. Staffing and Service. Lessee shall staff the lounge and
restaurant at all times with a sufficient number of adequately trained and
supervised personnel s as to be capable of providing the service called for
herein in a prompt, courteous and businesslike manner. Lessee acknowledges the
need of many of the motel patrons to obtain prompt service. Lessee shall also
occupy the leased premises continuously for the purpose state in the lease and
carry on business during the hours customary in comparable businesses similarly
situated.

            d. Sanitation and Appearance of Premises. Lessee acknowledges that
the physical location of the lounge and restaurant within or adjacent to the
motel causes motel patrons to identify the motel, lounge and restaurant as one.
Lessee acknowledges that poor beverage, food, or service, or unsanitary
conditions (or conditions that may appear sloppy or unsanitary) are detrimental
to Lessor's motel business as well as lessee's restaurant and lounge. Lessee
agrees to use their best efforts to cooperate with Lessor to operate the
premises for the mutual benefit of lessee and Lessor. Lessee shall not
unreasonably refuse to comply with Lessor's suggestions or requests for changes
or improvements in service. Lessee shall maintain the interior and exterior of
the premises in a clean and sanitary condition and shall maintain a Class A
restaurant and lounge rating which is acceptable t the Board of


            Page 3 - Lease Agreement
<PAGE>

[ILLEGIBLE] the leased property Lessee shall be given thirty (30) days to
correct the deficiency in maintenance. If the deficiency is such that it cannot
reasonably be corrected within 30 days, and provided that Lessee has commenced
such corrections in good faith, up to 30 days additional will be allowed for
completion. Should lessee fail to correct the deficiency within this time,
Lessor may elect to terminate this lease.

            e. Insurance. lessee further agrees at all times during the term
hereof, at Lessee's own expense, to maintain, keep in effect, furnish and
deliver to the Lessor, liability insurance policies in form and with an insurer
satisfactory to the Lessor, insuring both the Lessor and lessee against all
liability for damages to person or property in or about the premises; the amount
of such liability insurance shall not be less than THREE HUNDRED THOUSAND
DOLLARS ($300,000.00) for injury to one person, FIVE HUNDRED THOUSAND DOLLARS
($500,000.00) for injuries arising out of any one accident and not less than ONE
HUNDRED THOUSAND DOLLARS ($100,000.00) for property damage.

            f. Indemnity for Suits and Accidents. Lessee agrees to and shall
indemnity and hold Lessor harmless from the negligence of the Lessee, their
officers, agents, invitees and/or employees, as well as those arising from
Lessee's failure to comply with any covenant of this lease on their part to be
performed, and shall at their own expense defend the Lessor against any and all
suits or actions arising out of such negligence and discharge any judgment which
may be awarded against lessor in any such suit or action.

            g. Dram Shop Liability Insurance. lessee's indemnification
obligations under paragraph 1. shall extend to damage resulting from risks
insurable by so-called dram shop liability insurance. the public liability
insurance required in paragraph 1. shall include dram shop liability insurance.

            h. Cleanliness of Premises. the Lessee agrees to keep the leased
premises clean, free from all waste or accumulation of debris, and free from any
and all unnecessary fire hazards. At all times, Lessee shall keep the sidewalks
in front of the leased premises free and clear of ice, snow and debris.

            i. Alterations and Additions. Lessee shall not make any alterations
in, or addition to, the leased premises, nor make any contract therefor, without
first procuring names and addresses of contractors, copies of proposed
contracts, and the necessary permits, all in form and substance satisfactory to
Lessor, and furnishing indemnification against liens, costs, damages, and
expenses, as may be required by Lessor. All alterations, additions, and
improvements, other than Lessee's trade fixtures which may be made or installed
by either lessor or Lessee upon the leased premises, shall be the property of
Lessor and shall remain upon and be surrendered with the leased premises as a
part thereof, without disturbance or injury at the termination of the term of
this lease, whether by the lapse of time or otherwise, all without compensation
or credit to Lessee, provided, however, if prior to said termination, or within
fifteen (15) days thereafter, Lessor so directs by written notice to lessee that
Lessee may remove the additions, improvements, fixtures, and installations
placed there by Lessee and which are designated in said notice, and repair any
damage occasioned by such removals. If Lessee fails to repair such damage


            Page 4 - Lease Agreement
<PAGE>

Lessor may errect said reports and Lessee will pay [ILLEGIBLE TYPE] thereof with
interest at seven percent (7%) per annum from the date of such removal by
Lessor.

            j. Statutory Compliance. Lessee further covenants and agrees to
operate the leased premises strictly in accordance with all of the statutes
pertaining thereto and all of the rules, regulations and requirements of the
City, county and State in which operation occurs. Any violations thereof lading
to suspension of said license for over ten (10) days shall be a breach of this
lease. No drinking of alcoholic beverages will be permitted on the premises
after closing of the lounge, including, but not limited to, drinking by
employees.

            k. Hazardous risks. Lessee shall not carry any stock of goods or do
anything in or about the leased premises which will in any way impair or
invalidate the obligation of any policy of insurance on the leased premises or
the building in which the leased premises are situated. Lessee agrees to pay,
upon demand, any increase in insurance premiums from the business carried on in
the leased premises by Lessee, whether or not Lessor has consented to same.

            l. No Interest in Operation by Lessor. Lessor will have no interest
in, or responsibility for, operation of the restaurant and bar; except for the
rent reserved, and Lessee shall save and hold Lessor harmless from any and all
claims whatsoever arising from Lessee's operations on said premises, and will
pay all costs of Lessor's defense, including attorneys' fees, should any claims
be made against Lessor by reason of Lessee's acts or omissions in the operation
thereof.

            m. Banquet and Meeting Rooms. Lessee shall provide food and beverage
service in the banquet rooms currently existing upon request and allow the hotel
access and use of the rooms for meetings, on a first come-first served basis for
both parties.

      4. O.L.C.C. License. This lease agreement is contingent upon Lessee
acquiring a transfer of the O.L.C.C. liquor license currently in existence at
the property. the Lessee will operate the bar under the state liquor permit in
the name of O'Callahan's Restaurants, Inc.

      5. Lessor's Obligations.

            a. Lessor warrants to the Lessee peaceful possession of the premises
during the term of this lease.

            b. Lessor agrees that the Lessee can have for their use all and/or
part of all existing equipment in said premises. Any equipment that will be used
will be given to the Lessor to dispose of at his discretion.

            c. Lessor agrees to and shall indemnify and hold Lessee harmless
from the negligence of the Lessor, their officers, agents, invitees and/or
employees, as well as those arising from Lessor's failure to comply with any
covenant of this lease on their part to be performed, and shall at their own
expense defend the lessee against any and all suits or actions arising out of
such negligence and discharge any judgment which may be awarded against Lessee
in any such suit or action.


            Page 5 - Lease Agreement
<PAGE>

      6. [ILLEGIBLE] The foundation, roof, gutter, downspouts, exterior walls
(except doors and glass) and central air conditioning and hearing equipment and
the utility lines to their exterior point of entry; provided, however, that
Lessor shall not be responsible for maintenance necessitated by the acts of
Lessee, their agents or invitees. It is Lessee's responsibility to maintain and
keep in good repair the interior of the premises, including all hearing and
cooling equipment located on the leased premises that is not part of the hotel's
central system, including fixtures, windows, doors, utilities, air conditioning
and hearing outlets located on the leased premises, and all other repairs made
necessary by Lessee's failure to so maintain, provided, however, Lessee shall
not be responsible for maintenance necessitated by the negligence or intentional
wrongful acts of Lessor or of its agents. Lessee agrees at his own expense to
replace all glass which may be broken or cracked during the term hereof, in the
windows and doors of said premises, with glass of as good or better quality as
that originally installed. Lessee must deliver the premises to Lessor upon
termination in as good condition as when leased, reasonable wear and tear
excepted.

      If Lessee neglects to so maintain the premises, Lessor shall have the
right, at Lessor's option, (but this clause shall not obligate Lessor so to do
or relieve Lessee from any obligation hereunder), after notice to Lessee at the
premises, to act as deemed necessary by Lessor to maintain and repair the
premises without liability for loss or damage to Lessee's property, and charge
the reasonable cost thereof, plus 20% overhead, to Lessee, which sum shall be
promptly paid as additional rent. If Lessee determines in good faith that lessor
has neglected to maintain and repair, Lessee may elect as its sole remedy to
notify Lessor in writing in detail of the necessary repairs, the estimated cost
thereof and the intent of lessee to complete the same. If lessor (1) fails to
give adequate assurance of commencement within 30 days after receipt of notice,
(2) fails to respond, or (3) fails to question in good faith the necessity of
all or a part thereof, Lessee may (if not otherwise in default) complete such
repairs and deduct the reasonable cost thereof on a prorated basis from each
rental installment as it becomes due.

      7. Parking. The Lessee shall have at all times the right, together with
its customers and invitees, to the use of the parking area and driveway
appurtenant thereto, for purposes of egress, ingress, parking of motor vehicles
for lessee, its customers and employees and the loading and unloading of
vehicles in connection with and incidental to the business conducted by the
Lessee on the demised premises, all without charge.

      Lessor shall keep and maintain the parking area in good condition and
repair and reasonably free of rubbish and debris.

      Lessor shall keep and maintain the parking areas in good condition and
with a hard black-top surface and properly striped.

      8. Sign Privileges. Upon obtaining Lessor's written consent, the Lessee
may place and maintain in and about the motor hotel building, architecturally
attractive, neat and appropriate signs advertising Lessee's business. Upon the
termination of this lease, the Lessee shall remove all such signs and restore
said areas to their original condition.

            a. Sign Maintenance. Lessee shall maintain all existing signs,
additional


            Page 6 - Lease Agreement
<PAGE>

            b. Sign Compliance. No sign or insignia shall be attached, affixed
or otherwise located on the demised premises in violation of any rule, ordinance
or law, and shall fully comply with all the requirements relating to such sign
or insignia contained in any ordinance, rule or law and required by any
governmental agency.

      9. Furniture, Fixtures and Utensils. All furniture fixtures and equipment,
which are more particularly described in Exhibit A (to be furnished by the
opening as O'Callahan's), shall be leased along with the premises and shall
remain the sole property of Lessor. Lessor will repair any such equipment which
becomes inoperable within 60 days from the date of possession by Lessee. Lessee
hereby covenants and agrees to return same or equivalent in as good a condition
as they are now in, reasonable wear and tear excepted, upon the expiration of
this lease or any extension thereof.

      10. Food and Beverage Inventory. Lessee shall be responsible for the
purchase, storage and disposition of all food and beverage inventory necessary
for conducting the business of the restaurant and bar.

      11. Lessor's Right of entry. It shall be lawful for the Lessor, his agents
and representatives, at any reasonable time, to enter into or upon said demised
premises for the purpose of examining into the condition thereof or other lawful
purpose.

      12. Right of Assignment. Lessee will not assign, transfer, pledge,
hypothecate, or otherwise encumber or dispose of this Lease or the estate
created in this Lease or in any interest in any portion of the same, or permit
any person or persons, company or corporation to occupy the premises, without
the written consent of Lessor first being obtained. Lessor agrees not to
unreasonably withhold consent.

      13. Loss or Damage by Fire or Casualty. In the event of loss or damage by
fire or other casualty to the building in which said leased premises are
located, the extent of which is less than fifty-five percent (55%) of the value
of the structure the Lessor and Lessee agree to promptly restore the structure
to a sound and usable condition. Rental payments shall cease during the period
said structure is materially damaged. "Materially damaged" shall mean damage or
destruction to the structure to such extent that is not practicable to continue
business operations under such circumstances. In the event that there is damage
to fixtures or inventory, or if there has been smoke damage to the structure
which can be cleaned or painted, then rental payments shall cease for a period
of not more than 30 days in which time Lessee shall make the repairs or
replacements made necessary by such damage.

      In the event said loss or damage to said structure shall be in excess of
fifty-five percent (55%) of the value of the structure, the Lessor may, at his
option either restore the building to the extent of the insurance proceeds
available or terminate this lease as of the date of loss; without further
liability to the Lessee except the return to the lessee of unearned advance
rental payments and funds in Security deposit at that time. If loss or damage is
in excess of fifth-five percent (55%), Lessor agrees to notify Lessee in writing
within thirty (30) days after the occurrence of such destruction or casualty as
to his intent to, or not to, rebuild.

      14. Liens. the Lessee will not permit any lien of any kind, type or
description


            Page 7 - Lease Agreement
<PAGE>

to be placed or imposed upon [ILLEGIBLE TEXT] part thereof, or the real
[ILLEGIBLE WORD] on which it stands.

      15. No Liability for Loss. Except for providing the insurance coverage as
required by the terms of this lease, neither the Lessor nor the Lessee shall be
liable to the other for loss arising out of damage to or destruction of the
leased premises, or the building or the improvements of which the leased
premises are a part of or with which they are connected, or the contents of any
thereof, when such loss is caused by any of the perils which are or could be
insured against by a standard form of fire insurance with extended coverage,
including sprinkler leakage insurance, if any. All such claims between Lessor
and Lessee for any and all loss, however caused, are hereby waived. Said absence
of liability shall exist whether or not the damage or destruction is caused by
the negligence of either Lessor or Lessee or by any of their respective agents,
servants or employees. It is the intention and agreement of the Lessor and
lessee that fire and casualty insurance coverage required under the terms of
this lease shall provide reimbursement for any losses suffered and further, that
the insurance carriers shall not be entitled to subrogation under any
circumstances against either party to this lease.

      16. Overloading of floors. the Lessee will not overload the floors of the
leased premises in such a way as to cause any undue or serious stress or strain
upon the building in which the leased premises are located, or any part thereof;
and the Lessor shall have the right at any time to call upon any competent
engineer or architect, whom the Lessor may choose, to decide whether the floors
of said premises, or any part thereof, are being overloaded so as to cause any
undue or serious stress or strain on the building, or any part thereof. In the
event the decision of said engineer or architect so called upon is that, in his
opinion, the stress or strain is such as to endanger or injure said building or
any part thereof, then and in that event the Lessee agrees to immediately
relieve said stress and strain, either by reinforcing the building or by
lightening the load which causes such stress or strain, in a manner satisfactory
to the Lessor.

      17. Eminent domain. In the case of the condemnation or appropriation of
all or any substantial part of the leased premises by any public or private
corporation under the laws of eminent domain this lease may be terminated at the
option of either party hereto upon twenty (20) days written notice to the other,
and in that case the Lessee shall not be liable for rent after the date of
Lessee's removal from the premises. the Lessee shall share in the condemnation
funds to the extent of its lease interest.

      18. Termination and Default. time and strict performance of the provisions
of this lease agreement are of the essence. if the Lessee shall be in arrears in
any payment due to lessor for a period of fifteen (15) days after the same
becomes due, if said Lessee shall fail or neglect to do, keep, perform, or
observe any of the covenants and agreements contained herein on Lessee's part to
be done, kept, performed, or observed, and such failure shall continue for ten
(10) days or more after written notice of such failure or neglect shall be given
to Lessee, or if said Lessee shall be declared bankrupt or insolvent according
to law, or if any assignment of Lessee's property shall be made for the benefit
of creditors, or if on the expiration of this lease, Lessee fails to surrender
possession of said leased premises, then and in either of said cases or events,
the Lessor or those having Lessor's estate in the premises lawfully, at his or
their option, immediately or any time thereafter, without demand or notice, may
repossess the same as of Lessor's


            Page 8 - Lease Agreement
<PAGE>

[ILLEGIBLE] former estate, expel said Lessee and those claiming by, through, or
under Lessee and take over Lessee's effects continuing the operation in any
manner as to the Lessor may seem expedient, without prejudice to any remedy
which might otherwise be used for arrears of debt or preceding breach of
covenant. In the event of termination for any default, any and all prepaid
rentals, lease deposits, or security deposits will be forfeited by Lessee.

      19. Subordination of Lease. It is understood that the Lessor has placed a
first mortgage on the demised premises and it is agreed that the interest of the
Lessee under this Lease is to be subject and subordinate to said first mortgage
or any replacement mortgage or mortgages obtained by Lessor.

      In the event the Lessor neglects to pay the mortgage payments when due,
then the Lessee shall have the right to pay the same, and the Lessee shall have
credit against the rent due hereunder for any such payments made.

      20. Attorney's Fees and Court Costs. In case suit or action is instituted
to enforce compliance with any of the terms, covenants, or conditions of this
lease, or to collect the rental which may become due hereunder, or any portion
thereof, the prevailing party will be entitled to, in addition to the costs and
disbursements provided by statute, such additional sum as the court may adjudge
reasonable for attorneys' fees in said suit or action.

      21. Surrender of Premises. Upon expiration of the term of this lease,
Lessee shall deliver the leased premises and equipment to the Lessor in as good
condition as Lessee shall have received the same, reasonable wear and tear and
damage by fire or the elements excepted.

      22. Option to Renew Lease. If Lessee complies with all the conditions of
the Lease Agreement, Lessee is hereby given a five year option to renew followed
by an additional five year option to renew, which option must be exercised by
notification in writing at lease 90 days prior to the termination of the then
current lease period, and on the same terms and conditions as this lease, except
as to rental, which shall be at the same base and percentage rent for the first
five year period. The option to renew this lease is given and may be enforced by
the said Lessee only, and on condition that it shall not be assigned, mortgaged,
or encumbered by the Lessee herein; nor shall it pass by any evolution,
assignment or transfer of this lease, or by law or otherwise, and upon such
transfer or disposition this option to renew shall be null and void.

      23. Notices. Any notice required or permitted under this Lease shall be
deemed sufficiently given or served if sent by registered mail to Lessee at the
address of the leased premises, and to Lessor at the address then fixed for the
payment of rent, and either party may, by like notice or at any time and from
time to time, designate a different address to which notice shall be sent.
Notices given in accordance with these provisions shall be deemed received when
mailed.

      24. Right of Survivorship. All rights, remedies and liabilities herein
given to or imposed upon either of the parties hereto shall extend to and inure
to the benefit of and bind as the circumstance may require, their respective
heirs, executors,


            Page 9 - Lease Agreement
<PAGE>

[ILLEGIBLE] hereof, to the assigns of such parties.

      25. No Joint Venture of Partnership. Nothing contained in this lease shall
be construed as creating a partnership or joint venture between Lessor and
Lessee or between the Lessor and any other party, or cause the Lessor to be
responsible in any way for the debts or obligations of the Lessee or any other
party.

      26. Purchase of Food & Beverage Inventory by Lessee. Lessee will purchase,
at its discretion, that portion of the food and liquor inventory which it can
use. Payment for the inventory will be in two equal payments of 1/2 the amount
due within 30 days after Lessee takes possession and the remaining 1/2 within 60
days after possession.

      27. Room Rental. Lessee will be allowed to rent rooms at a commercial rate
or a negotiated rate at the discretion of the Lessor and on a "space available"
basis.

      28. Legal Counsel. Lessee and Lessor have adequate legal counsel and have
read and fully understand all of the terms and conditions contained in this
Lease Agreement.

      IN WITNESS WHEREOF, the parties hereto have hereunder set their hands on
the day and year first above written.

Lessor:                             Lessee:

                                    O'Callahan's Restaurants Inc.


By: /s/ Patrick G. Lockhart         By: /s/ Rodney G. Sawyer
   --------------------------          -----------------------------
   Patrick G. Lockhart
   for Execulodge Corporation


            Page 10 - Lease Agreement
<PAGE>

SHILO INN - THE DALLES, OREGON (112 units) 
NET OPERATING INCOME DETAIL 
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual) 
FOR THE 12 MONTHS ENDED 8-31-96 (actual)

<TABLE>
<CAPTION>
                                                                                                                       
                                                                                                                       
                            1991                     1992                    1993                   1994               
REVENUE                   (actual)       %         (actual)        %       (actual)       %       (actual)       %     
<S>                      <C>           <C>        <C>            <C>      <C>           <C>      <C>           <C>     
Guest Room               $1,339,896     98.7%     $1,375,309      93.%    $1,352,999     92.7%   $1,278,917     92.8%  
Restaurant Rent              72,187      4.9%         64,348      4.4%        66,793      4.6%       61,448      4.5%  
Telephone                    38,421      2.6%         27,506      1.9%        29,117      2.8%       27,355      2.8%  
Meeting/Banquet Room              0      0.0%              0      0.0%             0      0.0%            0      0.0%  
Fax                           3,434      0.2%          1,159      0.1%         1,270      0.1%        1,298      0.1%  
Valet                         1,473      0.1%            625      0.0%           818      0.1%          695      0.1%  
Video                         1,566      0.1%          1,526      0.1%         1,919      0.1%        2,249      0.2%  
Sports and Athletics              0      0.0%              0      0.0%             0      0.0%            0      0.0%  
Vending Machines              1,649      0.1%          1,223      0.1%           710      0.0%          399      0.0%  
Guest Laundry/Soap            2,055      0.1%          1,633      0.1%         1,352      0.1%        1,263      0.1%  
Miscellaneous                17,129      1.2%          4,309      0.3%         4,957      0.3%        4,025      0.3%  
                         --------------------     --------------------    --------------------   --------------------  
     TOTAL REVENUE        1,477,730    100.0%      1,477,638    100.0%     1,459,935    100.0%    1,377,649    100.0%  
                         --------------------     --------------------    --------------------   --------------------  
RATING EXPENSE

PAYROLL & RELATED EXPENSE
   Managers                  35,731      2.4%         36,055      2.4%        21,570      1.5%       23,602      1.7%  
   Front Desk                41,132      2.8%         40,231      2.7%        42,230      2.9%       42,599      3.1%  
   Bookkeeper/Auditor        16,307      1.1%         16,213      1.1%        18,208      1.2%       16,462      1.2%  
   Head Housekeeper          13,856      0.9%         12,225      0.8%        12,941      0.9%       13,150      1.0%  
   Housekeeper - Rooms       40,731      2.8%         54,570      3.7%        56,409      3.9%       53,415      3.9%  
   Housekeeper - Other       18,213      1.2%          6,085      0.4%         6,470      0.4%        6,851      0.5%  
   Laundry                   12,265      0.8%         12,268      0.8%        12,679      0.9%       13,071      0.9%  
   Guest Services            30,567      2.1%         28,190      1.9%        22,588      1.5%       28,370      2.1%  
   Sales & Marketing         11,308      0.8%         11,009      0.7%         9,656      0.7%       10,847      0.8%  
   Security                       7      0.0%              0      0.0%             0      0.0%            0      0.0%  
   Maintenance               27,852      1.9%         24,807      1.7%        19,776      1.4%       21,630      1.6%  
   Ground Maintenance             0      0.0%            708      0.0%         8,648      0.6%        9,421      0.7%  
   Windows/Carpets                0      0.0%            100      0.0%         2,524      0.2%        2,723      0.2%  
   Bonuses                        0      0.0%          3,500      0.2%         3,700      0.3%        1,200      0.1%  
   Payroll Taxes             45,967      3.1%         41,352      2.8%        24,879      1.7%       22,850      1.7%  
   Workers' Comp                  0      0.0%              0      0.0%        14,271      1.0%       14,342      1.0%  
   Workers' Comp Claims           0      0.0%              0      0.0%           210      0,0%        1,754      0.1%  
   Health Insurance          23,828      1.6%         19,148      1.3%        21,959      1.5%       23,067      1.7%  
   Medical                        0      0.0%              0      0.0%             0      0.0%          664      0.0%  
   Uniform/Cleaning             359      0.0%            375      0.0%           435      0.0%           50      0.0%  
   Other                        489      0.0%            621      0.0%           467      0.0%          752      0,1%  
                         --------------------     --------------------    --------------------   --------------------  
     TOTAL PAYROLL          318,612     21.6%        307,457     20.8%       299,620     20.5%      306,820     22.3%  
                         --------------------     --------------------    --------------------   --------------------  
</TABLE>


                                                  For The
                                               12 Months Ended
                             1995                 8-31-96
REVENUE                    (actual)        %      (actual)        %

Guest Room                $1,350,275      93.1%  $1,363,403      93.6%
Restaurant Rent               59,380       4.2%      55,470       3.8%
Telephone                     29,901       2.1%      28,108       1.9%
Meeting/Banquet Room               0       0.0%           0       0.0%
Fax                            1,651       0.1%       1,033       0.1%
Valet                            500       0.0%         404       0.0%
Video                          1,907      0..1%       2,013       0.1%
Sports and Athletics               0       0.0%           0       0.0%
Vending Machines                 558       0.0%         645       0.0%
Guest Laundry/Soap             1,243       0.1%       1,140       0.1%
Miscellaneous                  4,323       0.3%       4,552       0.3%
                          ---------------------  ---------------------
     TOTAL REVENUE         1,449,738     100.0%   1,456,768     100.0%
                          ---------------------  ---------------------
RATING EXPENSE

PAYROLL & RELATED EXPENSE
   Managers                   24,002       1.7%      26,315       1.8%
   Front Desk                 45,404       3.1%      46,319       3.2%
   Bookkeeper/Auditor         17,848       1.2%       8,211       1.3%
   Head Housekeeper           12,308       0.8%      12,318       0.8%
   Housekeeper - Rooms        62,773       4.3%      64,081       4.4%
   Housekeeper - Other         6,871       0.5%       6,977       0.5%
   Laundry                    12,940       0.9%      13,026       0.9%
   Guest Services             23,188       1.6%      27,196       1.9%
   Sales & Marketing          11,259       0.8%      11,360       0.8%
   Security                        0       0.0%           0       0.0%
   Maintenance                22,846       1.6%      23,014       1.6%
   Ground Maintenance          8,310       0.6%       8,566       0.6%
   Windows/Carpets             2,582       0.2%       2,316       0.2%
   Bonuses                       205       0.0%         500       0.0%
   Payroll Taxes              23,870       1.6%      24,110       1.7%
   Workers' Comp              13,599       0.9%      12,198       0.8%
   Workers' Comp Claims           38       0.0%          94       0.0%
   Health Insurance           23,108       1.6%      24,886       1.7%
   Medical                     2,288       0.2%       2,197       2.2%
   Uniform/Cleaning              122       0.0%         299       0.0%
   Other                         829       0.1%         651       0.0%
                          ---------------------  ---------------------
     TOTAL PAYROLL           314,390      21.7%     324,634      22.3%
                          ---------------------  ---------------------
<PAGE>

SHILO INN - THE DALLES, OREGON (112 units)                                PAGE 2
NET OPERATING INCOME DETAIL 
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual) 
FOR THE 12 MONTHS ENDED 8-31-96 (actual)

<TABLE>
<CAPTION>
                                                                                                                        
                                                                                                                        
                            1991                     1992                    1993                   1994                
REVENUE                   (actual)       %         (actual)        %       (actual)       %       (actual)       %      
<S>                      <C>           <C>        <C>            <C>      <C>           <C>      <C>           <C>      
UTILITIES
   Electricity               73,075      4.9%         69,488      4.7%        63,561      4.4%       65,340      4.7%   
   Gas                       13,863      0.9%         13,739      0.9%        16,327      1.1%       18,200      1.3%   
   Telephone                 20,021      1.4%         16,568      1.1%        17,307      1.2%       16,726      1.2%   
   Water                     13,071      0.9%         14,120      1.0%        12,297      0.9%       13,996      1.0%   
   Garbage                    4,459      0.3%          7,892      0.5%         8,746      0.6%        7,662      0.6%   
   Sewer                      7,575      0.5%         10,916      0.7%        11,958      0.8%       12,514      0.9%   
                         --------------------     --------------------    --------------------   --------------------   
     TOTAL UTILITIES        132,064      8.9%        132,723      9.0%       130,826      9.0%      134,438      9.8%   
                         --------------------     --------------------    --------------------   --------------------   
ADVERTISING
   Advertising                    0      0.0%              0      0.0%             0      0.0%            0      0.0%   
   Airport Advertising            0      0.0%              0      0.0%             0      0.0%            0      0.0%   
   Billboards                16,525      1.1%         19,072      1.3%        20,575      1.4%       22,031      1.6%   
   Highway Logos              1,507      0.1%          1,337      0.1%         1,337      0.1%        2,483      0.2%   
   Radio Media                    0      0.0%              0      0.0%             0      0.0%            0      0.0%   
   Radio Tradeouts            1,797      0.1%            975      0.1%         1,260      0.1%        3,001      0.2%   
   TV Media                       0      0.0%              0      0.0%             0      0.0%            0      0.0%   
   TV Tradeouts               2,292      0.2%          1,140      0.1%           586      0.0%        1,091      0.1%   
   Brochures/Postcards        1,559      0.1%          2,381      0.2%           882      0.1%        5,436      0.4%   
   Brochures/Tradeouts            0      0.0%              0      0.0%             0      0.0%          578      0.0%   
   Yellow Pages               1,600      0.1%          1,905      0.1%         2,154      0.1%        2,851      0.2%   
   Newspaper Ads                240      0.0%            332      0.0%           559      0.0%          595      0.0%   
   Magazine Ads               3,267      0.2%          1,017      0.1%           117      0.0%          103      0.0%   
   Magazine Tradeouts           365      0.0%            534      0.0%            48      0.0%          278      0.0%   
   Property Ads                   0      0.0%             25      0.0%           195      0.0%          513      0.0%   
   Advertising Tradeouts Other  238      0.0%            234      0.0%           221      0.0%        2,625      0.2%   
   Sports Events/Tradeouts      503      0.0%            128      0.0%           485      0.0%          150      0.0%   
   Sports Sponsorship             0      0.0%              0      0.0%             0      0.0%            0      0.0%   
   Displays                       0      0.0%              0      0.0%           172      0.0%          100      0.0%   
   Local Events Promotion         0      0.0%              0      0.0%            94      0.0%        1,043      0.1%   
   Travel Guides/Directories      0      0.0%            407      0.0%            50      0.0%        1,116      0.1%   
   Promotional Items              0      0.0%              0      0.0%             0      0.0%            0      0.0%   
   Advertising & Promotion    1,453      0.1%            811      0.1%           604      0.0%          991      0.1%   
   Travel Agents              2,383      0.2%          2,296      0.2%         2,852      0.2%        4,049      0.3%   
   Marketing                      0      0.0%              0      0.0%             0      0.0%          327      0.0%   
   Taxi & Limo                    0      0.0%              0      0.0%             7      0.0%            0      0.0%   
                         --------------------     --------------------    --------------------   --------------------   
      TOTAL ADVERTISING      33,729      2.3%         32,594      2.2%        32,198      2.2%       49,361      3.6%   
                         --------------------     --------------------    --------------------   --------------------   
</TABLE>


                                                    For The             
                                                 12 Months Ended        
                               1995                 8-31-96             
REVENUE                      (actual)        %      (actual)        %   

UTILITIES
   Electricity                 70,446       4.9%      72,513       5.0%
   Gas                         15,024       1.0%      14,988       1.0%
   Telephone                   16,874       1.2%      16,102       1.1%
   Water                       14,067       1.0%      13,653       0.9%
   Garbage                      5,868       0.4%       5,998       0.4%
   Sewer                       12,480       0.9%      12,497       0.9%
                             -------------------    --------------------     
     TOTAL UTILITIES          134,759       9.3%     135,751       9.3%
                             -------------------    --------------------     
ADVERTISING
   Advertising                    234       0.0%           0       0.0%
   Airport Advertising              0       0.0%           0       0.0%
   Billboards                  21,881       1.5%      22,136       1.5%
   Highway Logos                3,193       0.2%       3,206       0.2%
   Radio Media                      0       0.0%           0       0.0%
   Radio Tradeouts              4,332       0.3%       3,298       0.2%
   TV Media                         0       0.0%           0       0.0%
   TV Tradeouts                 2,137       0.1%       1,764       0.1%
   Brochures/Postcards            768       0.1%       1,124       0.1%
   Brochures/Tradeouts             35       0.0%         104       0.0%
   Yellow Pages                 5,203       0.4%       3,187       0.2%
   Newspaper Ads                  717       0.0%         464       0.0%
   Magazine Ads                   450       0.0%         466       0.0%
   Magazine Tradeouts             225       0.0%         371       0.0%
   Property Ads                 6,526       0.5%       3,390       0.2%
   Advertising Tradeouts
     Other                        350       0.0%         414       0.0%
   Sports Events/Tradeouts          0       0.0%           0       0.0%
   Sports Sponsorship             128       0.0%           0       0.0%
   Displays                       262       0.0%         239       0.0%
   Local Events Promotion         622       0.0%         577       0.0%
   Travel Guides/Directories    1,962       0.1%       1,244       0.1%
   Promotional Items                0       0.0%           0       0.0%
   Advertising & Promotion        832       0.1%         687       0.0%
   Travel Agents                7,355       0.5%       8,454       0.6%
   Marketing                       19       0.0%         194       0.0%
   Taxi & Limo                      0       0.0%           0       0.0%
                             -------------------    --------------------     
      TOTAL ADVERTISING        57,231       3.9%      51,419       3.5%
                             -------------------    --------------------     
<PAGE>

SHILO INN - THE DALLES, OREGON (112 units)                                PAGE 3
NET OPERATING INCOME DETAIL 
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual) 
FOR THE 12 MONTHS ENDED 8-31-96 (actual)

<TABLE>
<CAPTION>
                                                                                                                       
                                                                                                                       
                            1991                     1992                    1993                   1994               
REVENUE                   (actual)       %         (actual)        %       (actual)       %       (actual)       %     
<S>                      <C>           <C>        <C>            <C>      <C>           <C>      <C>           <C>     
SUPPLIES
   Linen                      3,034      0.2%          8,500      0.6%         4,632      0.3%        7,682      0.6%  
   Bathroom                  10,082      0.7%         11,324      0.8%        11,574      0.8%       11,817      0.9%  
   Cleaning                  10,403      0.7%         12,890      0.9%        14,402      1.0%       15,913      1.2%  
   Continental Breakfast     28,345      1.9%         28,216      1.9%        20,685      1.4%       18,641      1.4%  
   Office                     2,670      0.2%          2,249      0.2%         2,556      0.2%        1,446      0.1%  
   Operating                  9,646      0.7%         11,774      0.8%        13,601      0.9%       10,723      0.8%  
   Replacements               4,164      0.3%          2,517      0.2%         1,465      0.1%        5,376      0.4%  
   Guest Amenity              4,588      0.3%          4,834      0.3%         4,485      0.3%        4,760      0.3%  
                         --------------------     --------------------    --------------------   --------------------  
     TOTAL SUPPLIES          72,932      4.9%         82,304      5.6%        73,400      5.0%       76,358      5.5%  
                         --------------------     --------------------    --------------------   --------------------  
REPAIRS & MAINTENANCE
   Carpets, Draperies &     
     Furniture                1,283      0.1%            355      0.0%           548      0.0%          631      0.0%  
   Elevators                      0      0.0%              0      0.0%             0      0.0%            0      0.0%  
   Landscaping               10,818      0.7%         12,440      0.8%         6,921      0.5%       11,670      0.8%  
   Painting & Wallpaper         157      0.0%              0      0.0%         1,118      0.1%            0      0.0%  
   Pool                       2,379      0.2%          2,868      0.2%         2,622      0.2%        3,753      0.3%  
   Telephone                    760      0.1%            468      0.0%           750      0.1%            0      0.0%  
   TV Cable &  Satellite     13,900      0.9%         14,683      1.0%        14,962      1.0%       13,432      1.0%  
   Pest Control                 932      0.1%            880      0.1%         1,040      0.1%          984      0.1%  
   Janitorial Services            0      0.0%              0      0.0%             0      0.0%            0      0.0%  
   Plumbing                   1,140      0.1%          3,450      0.2%           146      0.0%        3,521      0.3%  
   Electrical                 1,319      0.1%          6,099      0.4%         4,506      0.3%          876      0.1%  
   Heating Ventilation
     Cooling                     72      0.0%            389      0.0%         1,226      0.1%        2,358      0.2%  
   Sign                       2,438      0.2%          2,227      0.2%         3,939      0.3%        1,641      0.1%  
   Keys & Locks                 525      0.0%          1,114      0.1%           903      0.1%        2,082      0.2%  
   Laundry/Housekeeping       2,796      0.2%          2,244      0.2%         1,614      0.1%        3,152      0.2%  
   Photo Copier                 567      0.0%            247      0.0%           433      0.0%          867      0.1%  
   Micros Register            1,675      0.1%          3,015      0.2%           870      0.1%        2,770      0.2%  
   Tools & Supplies           7,550      0.5%          7,928      0.5%         4,482      0.3%        7,575      0.5%  
   Maintenance & Repairs      3,470      0.2%          4,096      0.3%         1,348      0.1%        8,204      0.6%  
   Contract Labor Repair          0      0.0%              0      0.0%           320      0.0%          225      0.0%  
                         --------------------     --------------------    --------------------   --------------------  
     TOTAL REPAIRS           
       & MAINTENANCE         51,781      3.5%         62,503      4.2%        47,748      3.3%       63,741      4.6%  
                         --------------------     --------------------    --------------------   --------------------  
</TABLE>


                                                  For The             
                                               12 Months Ended        
                            1995                  8-31-96             
REVENUE                   (actual)        %       (actual)       %   

SUPPLIES
   Linen                     1,460       0.1%       1,639       0.1%
   Bathroom                 15,067       1.0%      11,950       0.8%
   Cleaning                 10,542       0.7%       9,809       0.7%
   Continental Breakfast    19,640       1.4%      19,413       1.3%
   Office                      954       0.1%       2,650       0.2%
   Operating                11,802       0.8%      11,227       0.8%
   Replacements              1,255       0.1%         728       0.0%
   Guest Amenity             5,167       0.4%       5,151       0.4%
                         --------------------    --------------------
     TOTAL SUPPLIES         65,887       4.5%      62,567       4.3%
                         --------------------    --------------------
REPAIRS & MAINTENANCE
   Carpets, Draperies &  
     Furniture                 686       0.0%         898       0.1%
   Elevators                     0       0.0%           0       0.0%
   Landscaping              25,435       1.8%      12,196       0.8%
   Painting & Wallpaper        336       0.0%         717       0.0%
   Pool                      2,133       0.1%       2,613       0.2%
   Telephone                   494       0.0%       1,132       0.1%
   TV Cable &  Satellite    11,220       0.8%      10,969       0.8%
   Pest Control              1,038       0.1%       1,161       0.1%
   Janitorial Services           0       0.0%           0       0.0%
   Plumbing                  1,339       0.1%       1,019       0.1%
   Electrical                1,320       0.1%         733       0.1%
   Heating Ventilation
     Cooling                 1,563       0.1%       1,963       0.1%
   Sign                        411       0.0%         846       0.1%
   Keys & Locks                347       0.0%         967       0.1%
   Laundry/Housekeeping      1,011       0.1%       1,263       0.1%
   Photo Copier                 73       0.0%         504       0.0%
   Micros Register           2,016       0.1%       1,263       0.1%
   Tools & Supplies          6,263       0.4%       4,361       0.3%
   Maintenance & Repairs     1,714       0.1%       3,862       0.3%
   Contract Labor Repair       468       0.0%         696       0.0%
                         --------------------    --------------------
     TOTAL REPAIRS       
       & MAINTENANCE        57,867       4.0%      47,163       3.2%
                         --------------------    --------------------
<PAGE>

SHILO INN - THE DALLES, OREGON (112 units)                                PAGE 4
NET OPERATING INCOME DETAIL 
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual) 
FOR THE 12 MONTHS ENDED 8-31-96 (actual)

<TABLE>
<CAPTION>
                                                                                                             
                                                                                                             
                                 1991                1992                1993                1994            
REVENUE                        (actual)     %      (actual)      %     (actual)     %      (actual)     %    
<S>                           <C>         <C>     <C>          <C>    <C>         <C>     <C>         <C>    
OTHER OPERATING EXPENSE      
   Sale/Use/Taxes               (2,174)   -0.1%     (3,956)   -0.3%     (4,510)   -0.3%     (3,333)   -0.2%  
   Credit Card Discounts        24,062     1.6%     22,006     1.5%     23,381     1.6%     21,552     1.6%  
   Telecheck                     1,767     0.1%      1,240     0.1%      1,401     0.1%      1,884     0.1%  
   Bad Debts                     1,437     0.1%        796     0.1%      1,064     0.1%        698     0.1%  
   Cash Over/Short                 493     0.0%        (79)   -0.0%       (131)   -0.0%       (654)   -0.0%  
   Administrative Telephone      6,606     0.4%      4,848     0.3%      5,119     0.4%      3,320     0.2%  
   Security Services                 0     0.0%          0     0.0%          0     0.0%          0     0.0%  
   Comps                             0     0.0%          0     0.0%          0     0.0%          0     0.0%  
   Coin-op Laundry Services        225     0.0%        186     0.0%        313     0.0%        118     0.0%  
   Dry Cleaning, Valet           1,671     0.1%        703     0.0%        737     0.1%        926     0.1%  
   Flowers                           0     0.0%          0     0.0%         65     0.0%         34     0.0%  
   Video Rentals                 1,294     0.1%      1,109     0.1%      1,412     0.1%      1,616     0.1%  
   Vending Machine
     Maintenance                     0     0.0%         39     0.0%        278     0.0%          0     0.0%  
   Bank Fees                       647     0.0%        978     0.1%      1,086     0.1%      1,117     0.1%  
   Equipment Rental                819     0.1%      1,553     0.1%        386     0.0%        483     0.0%  
   Licenses and
     Miscellaneous Taxes           496     0.0%        512     0.0%        653     0.0%        709     0.1%  
   Vehicle Repair &
     Maintenance                 1,307     0.1%        300     0.0%      3,913     0.3%      3,386     0.2%  
   Auto & Travel                 2,032     0.1%      1,424     0.1%      1,391     0.1%      2,597     0.2%  
   Business Meals                  242     0.0%        163     0.0%        380     0.0%        686     0.0%  
   Training/Seminars                53     0.0%         76     0.0%        448     0.0%         10     0.0%  
   Staff Travel Telephone           35     0.0%          0     0.0%          0     0.0%        116     0.0%  
   Theft Loss                        0     0.0%          0     0.0%         40     0.0%         98     0.0%  
   Insurance Settlement
     - Theft                         0     0.0%          0     0.0%          0     0.0%          0     0.0%  
   Miscellaneous -
     Resale/Services             1,597     0.1%      1,610     0.1%      2,500     0.2%      1,922     0.1%  
   Attorney Fees                     0     0.0%          0     0.0%         78     0.0%          0     0.0%  
   Professional Fees               525     0.0%        782     0.1%      1,008     0.1%        600     0.0%  
   Dues & Subscriptions            675     0.0%        675     0.0%        675     0.0%        704     0.1%  
   Charitable Contributions          0     0.0%          0     0.0%         50     0.0%          0     0.0%  
   Political Contributions           0     0.0%          0     0.0%          0     0.0%          0     0.0%  
   Restaurant Expenses               0     0.0%          0     0.0%          0     0.0%          0     0.0%  
                             ------------------  ------------------  ------------------  ------------------  
     TOTAL OTHER
      OPERATING EXPENSES        43,809     3.0%     34,965     2.4%     41,737     2.9%     38,589     2.8%  
                             ------------------  ------------------  ------------------  ------------------  
      TOTAL OPERATING
       EXPENSES                652,927    44.2%    652,546    44.2%    625,526    42.8%    669,307    48.6%  
                             ------------------  ------------------  ------------------  ------------------  
      TOTAL OPERATING
       INCOME                  824,803    55.8%    825,092    55.8%    834,406    57.2%    708,342    51.4%  
                             ------------------  ------------------  ------------------  ------------------  
OTHER EXPENSE
   Insurance                     9,274     0.6%      9,344     0.6%     10,233     0.7%     10,204     0.7%  
   Insurance Claims                182     0.0%         12     0.0%        662     0.0%          0     0.0%  
   Property Tax                 72,163     4.9%     71,620     4.8%     67,539     4.6%     62,105     4.5%  
   Office Overhead              73,887     5.0%     73,882     5.0%     72,997     5.0%     68,882     5.0%  
                             ------------------  ------------------  ------------------  ------------------  
     TOTAL OTHER EXPENSE       155,506    10.5%    154,858    10.5%    151,431    10.4%    141,191    10.2%  
                             ------------------  ------------------  ------------------  ------------------  
      NET OPERATING INCOME   $ 669,298    45.4%  $ 670,234    45.4%  $ 682,975    46.8%  $ 567,151    41.2%  
                             ==================  ==================  ==================  ==================  
</TABLE>


                                                    For The             
                                                12 Months Ended        
                                 1995               8-31-96             
REVENUE                        (actual)        %    (actual)    %   

OTHER OPERATING EXPENSE      
   Sale/Use/Taxes               (3,305)   -0.2%     (3,905)   -0.3%
   Credit Card Discounts        24,473     1.7%     23,188     1.6%
   Telecheck                     1,386     0.1%      1,641     0.1%
   Bad Debts                       572     0.0%        250     0.0%
   Cash Over/Short                 114     0.0%        163     0.0%
   Administrative Telephone      3,162     0.2%      3,182     0.2%
   Security Services                 0     0.0%          0     0.0%
   Comps                             0     0.0%          0     0.0%
   Coin-op Laundry Services        158     0.0%        202     0.0%
   Dry Cleaning, Valet           1,001     0.1%      1,342     0.1%
   Flowers                         116     0.0%         10     0.0%
   Video Rentals                 1,411     0.1%      1,741     0.1%
   Vending Machine
     Maintenance                    37     0.0%         51     0.0%
   Bank Fees                     1,077     0.1%      1,094     0.1%
   Equipment Rental                910     0.1%        425     0.0%
   Licenses and
     Miscellaneous Taxes           260     0.0%        736     0.1%
   Vehicle Repair &
     Maintenance                 2,798     0.2%      1,663     0.1%
   Auto & Travel                 1,937     0.1%      1,363     0.1%
   Business Meals                  487     0.0%        493     0.0%
   Training/Seminars                 0     0.0%          0     0.0%
   Staff Travel Telephone          223     0.0%          0     0.0%
   Theft Loss                        0    0.0^           0     0.0%
   Insurance Settlement
     - Theft                         0     0.0%          0     0.0%
   Miscellaneous -
     Resale/Services             3,422     0.2%      2,631     0.2%
   Attorney Fees                     0     0.0%          0     0.0%
   Professional Fees               959     0.1%        463     0.0%
   Dues & Subscriptions          1,133     0.1%        626     0.0%
   Charitable Contributions          0     0.0%          0     0.0%
   Political Contributions           0     0.0%          0     0.0%
   Restaurant Expenses               0     0.0%          0     0.0%
                             ------------------  ------------------
     TOTAL OTHER
      OPERATING EXPENSES        42,331     2.9%     37,367     2.6%
                             ------------------  ------------------
      TOTAL OPERATING
       EXPENSES                672,468    46.4%    658,901    45.2%
                             ------------------  ------------------
      TOTAL OPERATING
       INCOME                  777,273    53.6%    797,867    54.8%
                             ------------------  ------------------
OTHER EXPENSE
   Insurance                     9,376     0.6%      9,405     0.6%
   Insurance Claims                  0     0.0%        914     0.1%
   Property Tax                 63,371     4.4%     68,031     4.7%
   Office Overhead              72,487     5.0%     72,838     5.0%
                             ------------------  ------------------
     TOTAL OTHER EXPENSE       145,234    10.0%    151,188    10.4%
                             ------------------  ------------------
      NET OPERATING INCOME   $ 632,039    43.6%  $ 646,679    44.4%
                             ==================  ==================
<PAGE>

- --------------------------------------------------------------------------------
                 -----------------------------------------------
                 RECONSTRUCTED INDUSTRY STANDARDS OPERATING DATA
                 ===============================================
                        TRENDS IN THE HOTEL INDUSTRY 1996
================================================================================

<TABLE>
<CAPTION>
                                     All Limited Service       Average for            Rate Group              Geographic Division
                                                                 Top 25%               Over $50                Mountain/Pacific
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>        <C>          <C>        <C>          <C>        <C>          <C>        <C>    
REVENUES                              % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room
                                      -------  -------------  -------  -------------  -------  -------------  -------  -------------
 Rooms                                  95.5%     $13,057       95.4%     $18,002       95.5%     $16,126       95.1%     $13,000
 Telephone                               2.4%        $331        2.4%        $449        2.4%        $406        2.3%        $313
 Other Income                            2.1%        $280        2.2%        $427        2.1%        $359        2.6%        $355
- ------------------------------------------------------------------------------------------------------------------------------------
Total Revenue                          100.0%     $13,668      100.0%     $18,878      100.0%     $16,891      100.0%     $13,668
                                                                                    
EXPENSES                                                                            
Departmental Expenses                                                               
 Rooms Department                       23.2%      $3,166       20.9%      $3,950       22.0%      $3,721       23.6%      $3,227
 Telephone                               1.5%        $206        1.4%        $256        1.4%        $235        1.4%        $186
Other Departments                        0.6%         $80        0.7%        $139        0.7%        $111        0.5%         $75
                                                                                    
Undistributed Operating Expenses                                                    
 Administrative & General                9.0%      $1,225        7.8%      $1,463        8.4%      $1,422        8.5%      $1,163
 Franchise Fees                          1.9%        $256        1.4%        $265        1.7%        $292        0.9%        $122
 Marketing                               3.7%        $510        3.7%        $691        4.0%        $669        3.9%        $530
 Property Operations & Maintenance       5.6%        $759        4.5%        $858        4.9%        $835        6.2%        $843
 Energy (Utilties)                       5.0%        $681        3.9%        $744        4.4%        $751        4.6%        $633
                                                                                    
Fixed Charges                                                                       
 Management                              2.8%        $380        3.2%        $597        2.9%        $484        3.1%        $430
 Property Tax & Other Charges            4.0%        $548        4.1%        $773        4.0%        $679        3.5%        $473
 Insurance                               1.1%        $147        1.1%        $203        1.1%        $178        1.2%        $159
- ------------------------------------------------------------------------------------------------------------------------------------
Total Expenses                          58.4%      $7,958       52.7%      $9,939       55.5%      $9,377       57.4%      $7,841

Net Income Before Reserves              41.6%      $5,710       47.3%      $8,939       44.5%      $7,514       42.6%      $5,827
                                                                                    
Percentage Occupancy                    66.9%                   78.1%                   73.5%                   66.8%
Average Daily Rate                     $51.15                  $63.13                  $60.14                  $53.28
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

================================================================================

LIMITED-SERVICE HOTELS
Performance in 1995
================================================================================

Since the proliferation of all the new limited-service chains in the mid-1980s,
this hotel segment has been viewed extremely favorably. For hotel guests, new
limited-service hotels offered a guest room that was frequently superior to
existing full-service hotels at one-half to two-thirds the price. For hotel
managers, the properties were simple to operate. For the hotel ownership and
financial community, limited-service properties represented high profit margins
with a lesser degree of financial risk.

After ten years of being the darling child of the industry, however, it appears
that limited-service hotels have not only matured in the marketplace, but are
beginning to show some signs of fatigue. For the first time since 1984, the
limited-service hotel segment achieved the lowest occupancy of any property type
surveyed in Trends in the Hotel Industry.

Realistically, all this means is that the limited-service hotel segment is not
enjoying the upside of the industry resurgence to the same degree as the other
types of hotels. Limited-service properties still achieved an aggregate
occupancy just shy of 70 percent, and their average room rates rose 5.9 percent,
second highest of all segments. In addition, an average operating profit margin
of 41.8 percent still make these properties the most fiscally efficient.

                             LIMITED-SERVICE HOTELS

                                   Market Mix

    [THE FOLLOWING TABLE WAS DEPICTED AS A PIE CHART IN THE PRINTED MATERIAL]

                              ----------------------
                               Convention      0.4%

                               Conference      1.9%

                               Other           0.5%

                               Business       45.8%

                               Tourists       51.4%
                              ----------------------

However, a degree of caution needs to be raised. The vast majority of new hotel
construction (measured in number of properties) is still occurring in this
segment. In several suburban markets in the United States, we have seen
localized pockets of overdevelopment causing significant declines in market
occupancies. This should not be construed as a blanket condemnation of all
limited-service hotel development, but it should be a warning to examine the
individual merits of each proposed project. Even with low development costs and
high profit margins, automatic success is not as sure as it has been in the
past. With increasing competition, time has proven that the need to maintain a
quality facility and offer good service is crucial in determining the success of
a limited-service operation.

================================================================================


74
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                                Figure Number 14
================================================================================

<TABLE>
<CAPTION>
                                                                                         Rate Groups
                                                                              ---------------------------------
                                                        All         Average                $35.00
                                                  Limited-Service     for       Under        to          Over
                                                       Hotels       Top 25%*    $35.00     $50.00       $50.00
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                95.5%        95.4%       94.4%      95.7%        95.5%
   Telephone                                             2.4          2.4         2.6        2.4          2.4
   Other Operated Departments                            0.8          0.9         1.3        0.7          0.8
   Rentals and Other Income                              1.2          1.3         1.6        1.2          1.3
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                23.2%        20.9%       28.3%      24.3%        22.0%
   Telephone                                             1.5          1.4         2.1        1.6          1.4
   Other Operated Departments                            0.6          0.7         0.6        0.5          0.7
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           25.3%        23.0%       31.0%      26.4%        24.1%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   74.7%        77.0%       69.0%      73.6%        75.9%

Undistributed Operating Expenses:**
   Administrative and General                            9.0%         7.8%       11.2%       9.5%         8.4%
   Franchise Fees                                        1.9          1.4         1.7        2.1          1.7
   Marketing and Guest Entertainment                     3.7          3.7         4.5        3.3          4.0
   Property Operation and Maintenance                    5.6          4.5        10.3        6.0          4.9
   Energy Costs                                          5.0          3.9         7.6        5.5          4.4
   Other Unallocated Operated Departments                --           --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       25.1%        21.3%       35.3%      26.5%        23.5%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          49.6%        55.7%       33.7%      47.1 %       52.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       2.8%         3.2%        3.1%       2.6%         2.9%
   Property Taxes and Other Municipal Charges            4.0          4.1         3.5        4.0          4.0
   Insurance on Buildings and Contents                   1.1          1.1         1.2        1.1          1.1
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     7.8%         8.3%        7.8%       7.7%         7.9%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    41.8%        47.3%       25.9%      39.4%        44.5%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                13.3%        11.7%       17.5%      14.2%        12.4%
   Payroll Taxes and Employee Benefits                   3.5          3.4         4.0        3.4          3.5
                                                  -------------------------------------------------------------
     Subtotal                                           16.8%        15.1%       21.5%      17.6%        15.9%
   Laundry, Linen, and Guest Supplies                    1.6          1.2         3.3        1.8          1.3
   Commissions and Reservation Expenses                  1.6          1.6         1.0        1.4          1.7
   Complimentary Food and/or Beverage Expenses           1.7          1.6         0.6        1.8          1.7
   All Other Expenses                                    2.7          2.5         3.6        2.7          2.6
                                                  -------------------------------------------------------------
     Total Rooms Expense                                24.4%        22.0%       30.0%      25.3%        23.2%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            75.6%        78.0%       70.0%      74.7%        76.8%
                                                  =============================================================
Percentage of Occupancy                                 69.9%        78.1%       64.3%      67.3%        73.5%
Average Daily Rate per Occupied Room                   $51.15       $63.13      $31.31     $44.34       $60.14
Average Size (Rooms)                                     107          111          98        100          116
</TABLE>

================================================================================

  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              75
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995
Ratios to Total Revenues
Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                        Geographic Divisions
                                                  -------------------------------------------------------------
                                                    New England                                        Mountain
                                                        and          North      South       South         and
                                                  Middle Atlantic   Central    Atlantic    Central      Pacific
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                94.3%        95.4%       94.8%      96.9%        95.1%
   Telephone                                             3.0          2.7         2.7        2.0          2.3
   Other Operated Departments                            1.5          0.4         1.2        0.3          0.9
   Rentals and Other Income                              1.2          1.5         1.3        0.7          1.7
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                26.6%        23.1%       22.6%      22.2%        23.6%
   Telephone                                             1.7          1.5         1.7        1.4          1.4
   Other Operated Departments                            1.3          0.3         0.9        0.3          0.5
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           29.6%        24.9%       25.2%      23.8%        25.5%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   70.4%        75.1%       74.8%      76.2%        74.5%

Undistributed Operating Expenses:**
   Administrative and General                           10.2%         8.7%        9.8%       8.4%         8.5%
   Franchise Fees                                        2.9          2.8         2.6        1.2          0.9
   Marketing and Guest Entertainment                     4.5          3.9         4.3        2.8          3.9
   Property Operation and Maintenance                    5.7          5.0         5.6        5.3          6.2
   Energy Costs                                          6.0          4.7         5.4        4.7          4.6
   Other Unallocated Operated Departments                0.1          --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       29.4%        25.1%       27.9%      22.3%        24.1%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          40.9%        50.0%       46.9%      53.8 %       50.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       3.5%         4.2%        2.9%       1.4%         3.1%
   Property Taxes and Other Municipal Charges            5.5          4.7         3.6        3.9          3.5
   Insurance on Buildings and Contents                   0.7          0.7         1.1        1.3          1.2
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     9.6%         9.6%        7.6%       6.6%         7.8%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    31.3%        40.4%       39.3%      47.2%        42.6%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                15.6%        13.6%       12.9%      12.3%        13.8%
   Payroll Taxes and Employee Benefits                   4.7          2.4         3.1        3.8          3.7
                                                  -------------------------------------------------------------
     Subtotal                                           20.3%        16.0%       16.0%      16.1%        17.5%
   Laundry, Linen, and Guest Supplies                    1.6          2.0         1.7        0.9          1.9
   Commissions and Reservation Expenses                  2.1          1.8         1.8        1.0          1.6
   Complimentary Food and/or Beverage Expenses           1.3          2.0         1.7        1.8          1.4
   All Other Expenses                                    3.0          2.4         2.6        3.0          2.4
                                                  -------------------------------------------------------------
     Total Rooms Expense                                28.3%        24.2%       23.8%      22.8%        24.8%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            71.7%        75.8%       76.2%      77.2%        75.2%
                                                  =============================================================
Percentage of Occupancy                                 69.0%        71.6%       70.9%      71.0%        66.8%
Average Daily Rate per Occupied Room                   $58.94       $49.83      $48.92     $49.93       $53.28
Average Size (Rooms)                                     116           80         123        122           96
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

76
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                    Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                      Property Size Classifications
                                                  -------------------------------------
                                                       Under        75 to        Over   
                                                        75           150         150   
                                                       Rooms        Rooms       Rooms
                                                  -------------------------------------
<S>                                                    <C>          <C>         <C>    
Revenues:
   Rooms                                                96.0%        95.9%       93.9% 
   Telephone                                             2.6          2.3         2.6  
   Other Operated Departments                            0.3          0.7         1.7  
   Rentals and Other Income                              1.1          1.1         1.9  
                                                  -------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0% 

Departmental Costs and Expenses:
   Rooms                                                22.1%        23.0%       24.5% 
   Telephone                                             1.6          1.5         1.6  
   Other Operated Departments                            0.2          0.5         1.2  
                                                  -------------------------------------
     Total Costs and Expenses                           23.8%        25.0%       27.3% 
                                                  -------------------------------------
   Total Operated Departmental Income                   76.2%        75.0%       72.7% 

Undistributed Operating Expenses:**
   Administrative and General                            8.3%         9.0%        9.3% 
   Franchise Fees                                        2.6          1.7         1.9  
   Marketing and Guest Entertainment                     3.7          3.6         4.3  
   Property Operation and Maintenance                    5.5          5.5         5.7  
   Energy Costs                                          4.6          5.0         5.2  
   Other Unallocated Operated Departments                --           --          --   
                                                  -------------------------------------
     Total Undistributed Expenses                       24.7%        24.9%       26.5% 
                                                  -------------------------------------
   Income before Fixed Charges                          51.5%        50.2%       46.2% 

Management Fees, Property Taxes, and Insurance:**
   Management Fees                                       6.2%         2.2%        2.5% 
   Property Taxes and Other Municipal Charges            3.8          4.0         4.1  
   Insurance on Buildings and Contents                   0.6          1.1         1.3  
                                                  -------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                    10.6%         7.3%        8.0% 
                                                  -------------------------------------
Income before Other Fixed Charges***                    40.9%        42.9%       38.2% 
                                                  =====================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0% 
Departmental Expenses:
   Salaries and Wages including Vacation                13.0%        13.1%       14.3% 
   Payroll Taxes and Employee Benefits                   2.1          3.5         4.3  
                                                  -------------------------------------
     Subtotal                                           15.1%        16.6%       18.6% 
   Laundry, Linen, and Guest Supplies                    2.6          1.4         1.5  
   Commissions and Reservation Expenses                  1.6          1.5         1.8  
   Complimentary Food and/or Beverage Expenses           1.6          1.8         1.1  
   All Other Expenses                                    2.1          2.7         3.1  
                                                  -------------------------------------
     Total Rooms Expense                                23.0%        24.0%       26.1% 
                                                  -------------------------------------
   Rooms Departmental Income                            77.0%        76.0%       73.9% 
                                                  =====================================
Percentage of Occupancy                                 69.0%        70.2%       69.9% 
Average Daily Rate per Occupied Room                   $47.93       $50.46      $56.90 
Average Size (Rooms)                                      54          118         186  
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              77
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15
================================================================================

<TABLE>
<CAPTION>
                                                    All Limited-Service              Average for
                                                           Hotels                      Top 25%*
                                                  -------------------------   ----------------------
                                                                  Compared                 Compared
                                                       1995       with 1994      1995      with 1994
                                                  --------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>    
Revenues:                                                                                           
   Rooms                                            $ 13,057          6.7%   $ 18,002          7.3% 
   Telephone                                             331          4.0         449          4.1  
   Other Operated Departments                            110          9.6         178        (12.0) 
   Rentals and Other Income                              170         17.4         249         30.1  
                                                  --------------------------------------------------
     Total Revenues                                 $ 13,669          6.8%   $ 18,878          7.2% 
                                                                                                    
Departmental Costs and Expenses:                                                                    
   Rooms                                            $  3,166          4.5%   $  3,950          3.4% 
   Telephone                                             206          7.3         256          9.0  
   Other Operated Departments                             80         34.5         139         27.9  
                                                  --------------------------------------------------
     Total Costs and Expenses                       $  3,452          5.2%   $  4,345          4.4% 
                                                  --------------------------------------------------
   Total Operated Departmental Income               $ 10,216          7.3%   $ 14,532          8.1% 
                                                                                                    
Undistributed Operating Expenses:**                                                                 
   Administrative and General                       $  1,225          8.4%   $  1,463          8.7% 
   Franchise Fees                                        256         10.7         265         (4.6) 
   Marketing and Guest Entertainment                     510          5.3         691          8.1  
   Property Operation and Maintenance                    759          5.8         858          3.4  
   Energy Costs                                          681         (3.2)        744         (3.5) 
   Other Unallocated Operated Departments                  3          N/C         --           --   
                                                  --------------------------------------------------
     Total Undistributed Expenses                   $  3,435          5.1%   $  4,021          4.1% 
                                                  --------------------------------------------------
   Income before Fixed Charges                      $  6,782          8.4%   $ 10,511          9.8% 
                                                                                                    
Management Fees, Property Taxes, and Insurance:**                                                   
   Management Fees                                  $    380        (24.0)%  $    597        (22.6)%
   Property Taxes and Other Municipal Charges            545          2.8         773          4.5  
   Insurance on Buildings and Contents                   147         (3.2)        203          6.6  
                                                  --------------------------------------------------
     Total Management Fees, Property Taxes,                                                         
       and Insurance                                $  1,072         (9.3)%  $  1,573         (7.5)%
                                                  --------------------------------------------------
Income before Other Fixed Charges***                $  5,710         12.5%   $  8,938         13.5% 
                                                  ==================================================
                                                                                                    
Rooms Department:                                                                                   
   Rooms Net Revenue                                $ 13,057          6.7%   $ 18,002          7.3% 
                                                                              
Departmental Expenses:                                                                              
   Salaries and Wages including Vacation            $  1,735          2.5%   $  2,107          1.5% 
   Payroll Taxes and Employee Benefits                   456         (2.2)        606         (1.1) 
                                                  --------------------------------------------------
     Subtotal                                       $  2,191          1.5%   $  2,713          0.9% 
   Laundry, Linen, and Guest Supplies                    203        (13.3)        211        (20.1) 
   Commissions and Reservation Expenses                  203          8.3         289          0.8  
   Complimentary Food and/or Beverage Expenses           219         12.7         287          6.7  
   All Other Expenses                                    350         38.1         450         45.0  
                                                  --------------------------------------------------
     Total Rooms Expense                            $  3,166          4.5%   $  3,950          3.4% 
                                                  --------------------------------------------------
   Rooms Departmental Income                        $  9,891          7.4%   $ 14,052          8.4% 
                                                  ==================================================
Percentage of Occupancy                                 69.9%         0.8%       78.1%         0.8% 
Average Daily Rate per Occupied Room                $   51.15         5.9%   $   63.13         6.4% 
Average Size (Rooms)                                     107         (0.2)%       111          0.1% 
</TABLE>

================================================================================

N/C - Data not comparable.
  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

78
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                                               Rate Groups
                                                  ---------------------------------------------------------------------------
                                                        Under $35.00           $35.00 to $50.00             Over $50.00
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>        <C>           <C>    
Revenues:                                                                                                                    
1  Rooms                                            $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
2  Telephone                                             206         (2.2)        277          3.3         406          5.0  
3  Other Operated Departments                            105          N/C          79         43.1         142         (7.0) 
4  Rentals and Other Income                              123        (10.8)        132         11.1         217         25.1  
                                                  ---------------------------------------------------------------------------
5    Total Revenues                                 $  7,788          3.8%   $ 11,384          7.0%   $ 16,891          6.8% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
6  Rooms                                            $  2,202          8.5%   $  2,766          5.0%   $  3,721          3.8% 
7  Telephone                                             166         (1.2)        184          6.6         235          8.8  
8  Other Operated Departments                             46         (1.2)         55          N/C         111         30.2  
                                                  ---------------------------------------------------------------------------
9    Total Costs and Expenses                       $  2,414          7.5%   $  3,005          5.7%   $  4,067          4.7% 
                                                  ---------------------------------------------------------------------------
10 Total Operated Departmental Income               $  5,374          2.2%   $  8,379          7.4%   $ 12,824          7.5% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
11 Administrative and General                       $    875          7.9%   $  1,084          7.5%   $  1,422          9.2% 
12 Franchise Fees                                        130          3.7         240         19.9         292          4.2 
13 Marketing and Guest Entertainment                     351         (0.3)        379          5.4         669          5.6  
14 Property Operation and Maintenance                    802         18.1         680          6.1         835          4.1  
15 Energy Costs                                          589         (9.3)        626         (3.7)        751         (2.1) 
16 Other Unallocated Operated Departments                 --          --            3          N/C           4          N/C  
                                                  ---------------------------------------------------------------------------
17   Total Undistributed Expenses                   $  2,748          5.0%   $  3,013          5.3%   $  3,972          4.9% 
                                                  ---------------------------------------------------------------------------
18 Income before Fixed Charges                      $  2,626         (0.6)%  $  5,366          8.7%   $  8,851          8.6% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
19 Management Fees                                  $    244          2.2%   $    300        (25.6)%  $    484        (24.4)%
20 Property Taxes and Other Municipal Charges            275        (10.2)        457          3.5         675          3.2  
21 Insurance on Buildings and Contents                    90        (21.9)        124         (6.4)        178          1.0  
                                                  ---------------------------------------------------------------------------
22   Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $    609         (7.7)%  $    881         (9.8)%  $  1,337         (9.1)%
                                                  ---------------------------------------------------------------------------
23 Income before Other Fixed Charges***             $  2,017          1.7%   $  4,485         13.3%   $  7,514         12.5% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
24 Rooms Net Revenue                                $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
                                                                                                                             
Departmental Expenses:                                                                                                       
25 Salaries and Wages including Vacation            $  1,285          4.9%   $  1,548          2.8%   $  1,995          2.0% 
26 Payroll Taxes and Employee Benefits                   296          6.6         369         (4.9)        568         (0.9) 
                                                  ---------------------------------------------------------------------------
27   Subtotal                                       $  1,581          5.3%   $  1,917          1.2%   $  2,563          1.4% 
28 Laundry, Linen, and Guest Supplies                    241         17.1         197         (7.9)        204        (21.5) 
29 Commissions and Reservation Expenses                   74         12.5         158         13.5         269          5.2  
30 Complimentary Food and/or Beverage Expenses            45         22.6         196         18.5         267          8.3  
31 All Other Expenses                                    261         18.8         298         35.3         417         42.2  
                                                  ---------------------------------------------------------------------------
32   Total Rooms Expense                            $  2,202          8.5%   $  2,766          5.1%   $  3,720          3.8% 
                                                  ---------------------------------------------------------------------------
33 Rooms Departmental Income                        $  5,151          1.6%   $  8,129          7.5%   $ 12,406          7.7% 
                                                  ===========================================================================
34 Percentage of Occupancy                              64.3%         2.2%       67.3%         1.1%       73.5%         0.3% 
35 Average Daily Rate per Occupied Room             $   31.31         1.3%   $   44.34         5.7%   $   60.14         6.4% 
36 Average Size (Rooms)                                   98         (0.6)%       100         (0.2)%       116         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              79
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                         Geographic Divisions
   -----------------------------------------------------------------------------------------------------------------------------
         New England                   North                    South                    South                  Mountain
     and Middle Atlantic              Central                  Atlantic                 Central                and Pacific    
   -------------------------  -----------------------  -----------------------  -----------------------  -----------------------
                   Compared                 Compared                 Compared                 Compared                 Compared 
        1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994
   -----------------------------------------------------------------------------------------------------------------------------
<S>  <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>    
                                                                                                                                
1    $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
2         465          0.1         369          8.1         355         13.6         270         (1.9)        313          0.1  
3         240         34.0          58         36.6         166         33.3          46         (0.2)        122        (21.2) 
4         191         16.7         200         20.3         178         15.9          95          5.0         233         24.8  
   -----------------------------------------------------------------------------------------------------------------------------
5    $ 15,747          6.6%   $ 13,645          6.9%   $ 13,350         11.5%   $ 13,354          4.0%   $ 13,668          5.8% 
                                                                                                                                
                                                                                                                                
6    $  4,191          5.1%   $  3,148          4.8%   $  3,019          6.8%   $  2,958          3.1%   $  3,227          3.8% 
7         264         (5.3)        204          1.6         230          8.2         188         15.3         186          8.2  
8         209         46.4          42          N/C         118         33.4          38          N/C          75          9.6  
   -----------------------------------------------------------------------------------------------------------------------------
9    $  4,664          5.8%   $  3,394          5.1%   $  3,367          7.6%   $  3,185          4.1%   $  3,488          4.2% 
   -----------------------------------------------------------------------------------------------------------------------------
10   $ 11,083          6.9%   $ 10,252          7.5%   $  9,984         12.9%   $ 10,169          4.0%   $ 10,180          6.3% 
                                                                                                                                
                                                                                                                                
11   $  1,611          8.0%   $  1,187          5.6%   $  1,311         10.7%   $  1,118         10.4%   $  1,163          5.8% 
12        463          4.3         384          6.8         353         12.8         160         10.7         122         24.0  
13        715        (13.0)        537         10.0         575          4.2         372         13.8         530          7.3  
14        894          3.6         679         (0.3)        754          8.2         702          2.7         843         11.7  
15        945         (0.2)        645         (1.9)        725          1.2         627         (3.5)        633         (9.7) 
16          8        (40.1)        --           --            6          --            4          --          --           --   
   -----------------------------------------------------------------------------------------------------------------------------
17   $  4,636          1.2%   $  3,432          3.7%   $  3,724          7.6%   $  2,983          5.9%   $  3,290          4.6% 
   -----------------------------------------------------------------------------------------------------------------------------
18   $  6,447         11.5%   $  6,820          9.6%   $  6,260         16.4%   $  7,186          3.2%   $  6,889          7.1% 
                                                                                                                                
                                                                                                                                
19   $    544         15.2%   $    569         (3.5)%  $    387         (8.4)%  $    192          N/C    $    430        (20.4)%
20        863         15.3         640          2.6         476          0.3         518          0.3%        473          2.1  
21        107        (39.2)         98        (13.6)        146         (6.4)        174         22.2         159         (9.4) 
   -----------------------------------------------------------------------------------------------------------------------------
22   $  1,514          8.4%   $  1,307         (1.5)%  $  1,009         (4.1)%  $    884        (23.3)%  $  1,062         (9.9)%
   -----------------------------------------------------------------------------------------------------------------------------
23   $  4,933         12.4%   $  5,513         12.6%   $  5,251         21.3%   $  6,302          8.4%   $  5,828         11.0% 
   =============================================================================================================================
                                                                                                                                
                                                                                                                                
24   $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
                                                                                                                                
                                                                                                                                
25   $  2,317          2.8%   $  1,770          5.8%   $  1,637          3.0%   $  1,590          0.6%   $  1,790          2.1% 
26        693          6.8         317        (12.3)        397          1.6         488         (3.2)        480         (3.0) 
   -----------------------------------------------------------------------------------------------------------------------------
27   $  3,010          3.7%   $  2,087          2.6%   $  2,034          2.7%   $  2,078         (0.4)%  $  2,270          1.0% 
28        237         (8.1)        260          2.9         215        (12.2)        120        (38.7)        247         (2.0) 
29        306         (4.2)        234          1.0         224         15.9         136          8.3         211         14.2  
30        199         48.4         260          8.6         211         24.8         234          4.2         187          8.5  
31        440         18.1         307         25.7         334         39.6         389          N/C         311         24.3  
   -----------------------------------------------------------------------------------------------------------------------------
32   $  4,192          5.1%   $  3,148          4.8%   $  3,018          6.8%   $  2,957          3.0%   $  3,226          3.8% 
   -----------------------------------------------------------------------------------------------------------------------------
33   $ 10,659          6.8%   $  9,870          7.2%   $  9,633         12.6%   $  9,986          4.5%   $  9,774          6.7% 
   =============================================================================================================================
27       69.0%         1.3%       71.6%         0.2%       70.9%         3.7%       71.0%        (1.2)%      66.8%         0.6% 
28   $   58.94         5.0%   $   49.83         6.4%   $   48.92         7.2%   $   49.93         5.4%   $   53.28         5.3% 
29        116         (1.0)%        80          --          123         (0.2)%       122         (0.3)%        96         (0.1)%
</TABLE>

================================================================================

                                                                     (Continued)

80
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                         Property Size Classifications
                                                  ---------------------------------------------------------------------------
                                                             Under                  75 to 150                   Over
                                                           75 Rooms                   Rooms                  150 Rooms
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                 <C>             <C>      <C>             <C>      <C>            <C>    
Revenues:                                                                                                                    
   Rooms                                            $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
   Telephone                                             330         10.5         316          3.2         399          2.6  
   Other Operated Departments                             38         (7.5)         89          2.7         259         24.9  
   Rentals and Other Income                              137         42.5         150         19.3         286          5.8  
                                                  ---------------------------------------------------------------------------
     Total Revenues                                 $ 12,577          5.5%   $ 13,486          6.9%   $ 15,394          7.3% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
   Rooms                                            $  2,779          2.7%   $  3,103          5.1%   $  3,770          3.9% 
   Telephone                                             195         (0.2)        199          9.3         246          6.0  
   Other Operated Departments                             25         28.6          65          N/C         191         16.2  
                                                  ---------------------------------------------------------------------------
     Total Costs and Expenses                       $  2,999          2.7%   $  3,368          5.9%   $  4,206          4.6% 
                                                  ---------------------------------------------------------------------------
   Total Operated Departmental Income               $  9,578          6.4%   $ 10,118          7.2%   $ 11,187          8.4% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
   Administrative and General                       $  1,038          6.4%   $  1,213          8.8%   $  1,437          8.3% 
   Franchise Fees                                        332         10.1         232         14.5         297         (0.2)
   Marketing and Guest Entertainment                     465         (0.7)        485          7.8         656          1.6  
   Property Operation and Maintenance                    692          7.3         745          5.6         878          5.5  
   Energy Costs                                          576        (10.7)        673         (2.9)        803          0.8  
   Other Unallocated Operated Departments                 --          N/C           4          N/C           4          --   
                                                  ---------------------------------------------------------------------------
     Total Undistributed Expenses                   $  3,102          2.2%   $  3,352          5.8%   $  4,075          4.5% 
                                                  ---------------------------------------------------------------------------
   Income before Fixed Charges                      $  6,476          8.5%   $  6,766          7.8%   $  7,112         10.7% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
   Management Fees                                  $    775          6.5%   $    299        (33.3)%  $    388        (26.8)%
   Property Taxes and Other Municipal Charges            473          0.1         539          3.0         634          4.0  
   Insurance on Buildings and Contents                    81        (40.5)        146         (1.2)        206         14.1  
                                                  ---------------------------------------------------------------------------
     Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $  1,330         (0.6)%  $    984        (12.1)%  $  1,228         (7.0)%
                                                  ---------------------------------------------------------------------------
   Income before Other Fixed Charges***             $  5,146         11.1%   $  5,782         12.2%   $  5,884         15.3% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
   Rooms Net Revenue                                $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
                                                                                                                             
Departmental Expenses:                                                                                                       
   Salaries and Wages including Vacation            $  1,572          3.0%   $  1,691          2.7%   $  2,066          1.6% 
   Payroll Taxes and Employee Benefits                   254        (14.3)        458         (2.3)        618          3.4  
                                                  ---------------------------------------------------------------------------
     Subtotal $                                     $  1,826          0.2%   $  2,149          1.5%   $  2,684          2.0% 
   Laundry, Linen, and Guest Supplies                    320         21.1         176        (20.7)        217        (16.4) 
   Commissions and Reservation Expenses                  192         12.2         191         10.9         264         (1.1) 
   Complimentary Food and/or Beverage Expenses           194          9.9         237         13.6         163          9.8  
   All Other Expenses                                    247         (8.8)        349         49.1         442         37.8  
                                                  ---------------------------------------------------------------------------
     Total Rooms Expense                            $  2,779          2.7%   $  3,102          5.0%   $  3,770          3.9% 
                                                  ---------------------------------------------------------------------------
   Rooms Departmental Income                        $  9,293          5.8%   $  9,829          7.4%   $ 10,680          8.4% 
                                                  ===========================================================================
   Percentage of Occupancy                              69.0%         0.1%       70.2%         0.7%       69.6%         1.8% 
   Average Daily Rate per Occupied Room             $   47.93         5.0%   $   50.46         6.2%   $   56.90         5.3% 
   Average Size (Rooms)                                   54         (0.1)%       118         (0.2)%       186         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              81
<PAGE>

                                                                      ----------
                                                                       SPECIAL
                                                                      SUPPLEMENT
                                                                      ----------

================================================================================
TRENDS IN THE HOTEL INDUSTRY
United States Cities 1995 and 1996 Projections
================================================================================

<TABLE>
<CAPTION>
                                         Occupancy                    Average Daily Rate
                                ---------------------------------------------------------------
                                 1994     1995        1996       1994       1995        1996
                                Actual  Estimated   Projected   Actual    Estimated   Projected
                                ---------------------------------------------------------------
<S>                              <C>       <C>         <C>      <C>        <C>         <C>   
South Central Cities
   Austin, TX                    74.4%     76.0%       75.0%    $63.13     $65.50      $68.00
   Baton Rouge, LA               66.4      67.0        67.0      49.78      51.75       54.00
   Birmingham, AL                68.4      68.6        69.0      57.00      59.75       60.75
   Corpus Christi, TX            63.7      67.0        66.0      53.45      55.00       57.00
   Dallas/Fort Worth, TX         68.5      70.0        70.0      72.31      76.00       79.00
   El Paso, TX                   72.8      72.5        73.0      43.76      44.50       46.00
   Houston, TX                   64.3      64.0        65.0      67.32      71.00       74.00
   Jackson, MS                   65.6      65.0        67.0      48.90      49.20       51.00
   Knoxville, TN                 63.4      64.7        65.7      55.38      56.49       57.25
   Little Rock, AR               64.4      61.0        61.5      45.32      48.25       49.00
   Memphis, TN                   70.8      71.0        73.0      63.05      65.95       66.75
   Nashville, TN                 78.0      82.8        84.0      93.32      97.62       99.00
   New Orleans, LA               73.4      73.5        75.0      89.61      92.75       95.00
   Oklahoma City, OK             62.0      66.3        67.5      46.47      49.21       51.00
   San Antonio, TX               71.5      71.0        72.0      69.79      71.75       74.00
   Tulsa, OK                     58.8      59.2        61.0      56.79      58.54       59.00
                               -----------------       ---------------     ------------------
             Subtotal            68.6%     69.3%       70.0%    $69.56     $72.66      $75.28

Mountain and Pacific Cities

   Albuquerque, NM               73.4%     71.3%       73.0%    $63.28     $67.24      $68.00
   Billings, MT                  60.2      60.4        62.0      48.58      49.35       52.00
   Boise, ID                     75.5      75.0        75.0      58.00      62.00       64.00
   Colorado Springs, CO          69.3      69.7        71.2      59.31      62.33       63.75
   Denver, CO                    72.0      74.0        75.0      64.42      69.72       71.00
   Great Falls, MT               60.0      65.2        66.0      48.29      48.02       50.00
   Honolulu, HI                  81.1      80.2        80.5      98.82     105.00      110.00
   Los Angeles, CA               66.3      67.0        68.0      83.05      85.00       88.00
   Orange County, CA             65.5      69.0        70.0      76.50      77.34       80.24
   Phoenix, AZ                   71.4      72.9        73.0      90.13      99.34      100.00
   Portland, OR                  75.0      77.0        75.0      85.00      89.00       92.00
   Sacramento, CA                71.3      70.9        72.0      70.09      74.88       77.00
   Salt Lake City, UT            79.7      78.9        80.0      58.44      62.28       64.75
   San Diego County, CA          67.1      70.0        71.0      77.71      81.00       84.00
   San Francisco, CA             70.1      73.8        75.7     105.92     108.68      112.50
   Santa Fe, NM                  71.2      70.5        71.5     109.21     108.45      109.75
   Scottsdale, AZ                70.9      72.8        73.0     112.76     121.21      123.50
   Seattle, WA                   75.5      77.0        78.0     100.00     104.00      107.00
   Tucson, AZ                    69.2      71.6        72.0      74.25      78.68       79.00

             Subtotal            71.2%     72.5%       73.2%    $84.25     $88.41      $91.19
                               -----------------       ---------------     ------------------
             Total Cities        70.1%     71.3%       72.1%    $83.65     $87.51      $90.64
                               -----------------       ---------------     ------------------
             National Average*   68.9%     70.2%       71.2%    $81.68     $85.24      $88.10
</TABLE>

================================================================================

* Average property size: 210 rooms.


                                                                              15
<PAGE>

================================================================================
TRENDS IN THE HOTEL INDUSTRY

United States First Half 1995 Results

================================================================================

<TABLE>
<CAPTION>
                                                                  Occupancy                          Average Daily Rate
                                                         -----------------------------------------------------------------------
                                                                                 Percent                                Percent
                                                         1995       1994        Variation     1995         1994        Variation
                                                         -----------------------------------------------------------------------

<S>                                                      <C>        <C>             <C>        <C>          <C>           <C>
New England and Middle Atlantic States
         Massachusetts                                   68.0%      67.6%           0.6%     $119.02      $112.75         5.6%
         New Hampshire                                   49.4       48.9            1.0        71.24        71.19         0.1
                                                         -----------------------------------------------------------------------
                  Subtotal                               65.0%      64.6%           0.6%     $113.14      $107.65         5.1%

North Central States
         Kansas                                          68.4%      66.8%           2.4%      $65.99       $62.90         4.9%
         Missouri                                        64.9       63.1            2.9        67.47        65.03         3.8
                                                         -----------------------------------------------------------------------
                  Subtotal                               66.3%      64.6%           2.6%      $66.86       $64.15         4.2%

South Atlantic States
         Florida                                         76.2%      72.7%           4.8%      $90.36       $83.47         8.3%
         Georgia                                         69.0       67.0            3.0        67.50        64.25         5.1
         North Carolina                                  65.0       62.3            4.3        63.96        60.12         6.4
         Virginia                                        67.0       65.0            3.1        67.75        65.85         2.9
                                                         -----------------------------------------------------------------------
                  Subtotal                               73.6%      70.5%           4.4%      $83.81       $77.4          7.5%

South Central States
         Alabama                                         66.8%      68.4%          (2.3)%     $51.66       $50.57         2.2%
         Arkansas                                        61.1       63.8           (4.2)       44.39        42.82         3.7
         Louisiana                                       76.5       75.0            2.0        82.97        79.95         3.8
         Mississippi                                     68.5       71.1           (3.7)       52.37        51.86         1.0
         Oklahoma                                        63.3       61.9            2.3        53.39        51.14         4.4
         Tennessee                                       69.7       68.4            1.9        67.11        64.30         4.4
         Texas                                           69.7       69.0            1.0        67.72        63.80         6.1
                                                         -----------------------------------------------------------------------
                  Subtotal                               70.1%      69.4%           1.0%      $68.31       $64.83         5.4%

Mountain and Pacific States
         Arizona                                         78.4%      76.8%           2.1%     $104.29       $96.71         7.8%
         Colorado                                        69.4       68.0            2.1        69.76        65.01         7.3
         Hawaii                                          75.5       76.6           (1.4)      111.28       105.24         5.7
         Montana                                         55.3       55.5           (0.4)       48.58        47.55         2.2
         New Mexico                                      70.7       71.5           (1.1)       70.31        68.41         2.8
         Northern California                             70.8       67.6            4.7        87.51        84.29         3.8
         Oregon                                          64.8       64.1            1.1        73.84        70.98         4.0
         Southern California                             67.4       64.7            4.2        81.75        79.87         2.4
         Utah                                            77.0       76.5            0.7        71.28        67.00         6.4
         Washington                                      67.1       64.6            3.9        76.52        71.92         6.4
         Wyoming                                         54.1       55.6           (2.7)       56.35        54.41         3.6
                                                         -----------------------------------------------------------------------
                  Subtotal                               70.5%      69.1%           2.0%      $88.45       $84.54         4.6%
                                                         -----------------------------------------------------------------------
                  Total States                           70.7%      69.1%           2.3%      $81.62       $77.35         5.5%
                                                         -----------------------------------------------------------------------
                  National Average*                      70.5%      68.9%           2.3%      $85.94       $81.67         5.2%
</TABLE>




================================================================================
        * Average property size: 210 rooms.


18
<PAGE>

                              SMITH TRAVEL RESEARCH
                     HOTEL OPERATING STATISTICS 1996 REPORT
================================================================================

LIMITED-SERVICE HIGHLIGHTS

o     Limited-service hotels showed strong profitability improvement from 14.6
      percent of total revenue in 1994 to 23.0 percent in 1995.

o     Sample Characteristics:

        -   Sample comprised of 1,410 limited-service hotels.

        -   Occupancy was slightly lower at 72.7 percent...highest occupancies
            were in Southeast states.

        -   Room Rates increased 1.4 percent to $55.18...highest ADR's were in
            Middle Atlantic (New York) and Pacific (Hawaii) regions.

        -   RevPAR improved to $40.12.

o     Gross operating profit (GOP) (before management fees) improved from 45.2
      percent in 1994 to 46.6 percent in 1995...GOP was above 44 percent across
      all census regions except New England.

o     Higher priced properties generally reported higher GOP and pre-tax income.

o     Total fixed charges (including property taxes and insurance) decreased
      12.5 percent from $3,530 per available room in 1994 to $3,087 in
      1995...fixed charges were highest in Mountain and Pacific regions.

o     Payroll and related expenses, as a ratio to sales, were higher for West
      South Central and Pacific region properties...highest labor expense per
      available room was in Pacific region (Hawaii).

o     Expressed as an amount per available room, limited-service profits
      improved over 12 percent from $3,091 per room in 1994 to $3,474 in 1995
      due to GOP enhancements and reduced fixed charges.

o     Properties in the Central regions reported the highest pre-tax income
      ranging from 22.8 percent to 29.4 of total revenue, while properties in
      New England reported the lowest pre-tax income at 13.0 percent of total
      revenue.

o     Chain-Affiliated properties, with pre-tax income of 23.8 percent, were
      more profitable than the reporting Independent properties at 10.4 percent.


24
<PAGE>

Limited-Service Hotels--Statements of Operating Income & Expenses - 1995

<TABLE>
<CAPTION>
- --------------------------------     -----------------------------------------------------------------------------------------------
                                                                             Geographic Region
- --------------------------------     -----------------------------------------------------------------------------------------------
Ratios to Sales                          New     Middle     South   East North  East South  West North  West South
                                       England  Atlantic  Atlantic    Central     Central     Central     Central  Mountain  Pacific
<S>                                    <C>       <C>       <C>        <C>         <C>          <C>        <C>        <C>      <C>   
Occupancy                               66.1%     70.8%     75.0%      73.4%       74.7%        72.4%      72.3%      73.3%    68.7%
Average Size of Property (Rooms)         105       112       125        114         114          123        127        124      133
Average Rate                           $52.95    $60.23    $52.66     $53.88      $51.96       $54.46     $53.65     $58.05   $62.93

REVENUE
  Rooms                                 95.1%     95.7%     95.7%      95.9%       96.1%        95.7%      95.3%      95.1%    94.2%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Other Food & Beverage                   .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                              2.3       2.3       2.2        2.2         1.8          2.0        1.1        1.6      2.5
  Minor Operated Departments              .6       1.1        .9        1.2          .8          1.1         .5        1.0      1.3
  Rentals & Other Income                 2.0        .9       1.3         .7         1.3          1.3        3.1        2.2      2.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Revenue                        100.0%    100.0%    100.0%     100.0%      100.0%       100.0%     100.0%     100.0%   100.0%

DEPARTMENTAL EXPENSES
  Rooms                                 25.0%     24.9%     25.5%      23.6%       25.7%        27.1%      28.5%      27.2%    28.3%
  Food & Beverage                         .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                             79.4      72.5      96.4       72.7        97.1         86.5       72.2       68.5     59.4
  Other Departmental Expenses             .9        .6        .5         .5          .7           .5         .6         .8      1.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Expenses           26.5%     26.1%     27.0%      24.7%       27.1%        28.1%      28.6%      27.8%    29.2%
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Profit             73.5%     73.9%     73.0%      75.3%       72.9%        71.9%      71.4%      72.2%    70.8%

UNDISTRIBUTED OPERATING EXPENSES
  Administrative & General              12.1%     10.9%     10.0%       9.7%        9.2%         9.4%       8.3%       8.6%     9.4%
  Marketing                              3.7       3.8       4.7        4.6         4.4          5.0        3.5        4.2      4.9
  Franchise Fee                          2.8       2.5       2.0        2.0         2.1          2.0         .9        2.0      1.7
  Energy                                 7.0       6.4       5.7        5.0         4.9          4.6        4.7        4.7      5.0
  Property Operation & Maintenance       5.8       5.2       5.7        5.6         4.8          5.4        3.8        4.6      5.2
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Undistributed Operating
   Expenses                             31.3%     28.8%     28.1%      26.8%       25.5%        26.4%      21.2%      24.0%    26.0%

  GROSS OPERATING PROFIT                42.2%     45.1%     44.9%      48.5%       47.4%        45.5%      50.2%      48.2%    44.8%

  Management Fees                        2.3%      2.4%      3.2%       2.7%        3.2%         2.5%       3.9%       3.0%     2.8%
- ------------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE FIXED CHARGES*            39.9%     42.7%     41.7%      45.8%       44.2%        43.0%      46.3%      45.2%    42.0%
  Property Taxes                         4.5%      5.2%      3.1%       4.3%        2.6%         4.4%       3.8%       3.4%     3.2%
  Insurance                               .9        .9       1.0         .9         1.0          1.0        1.1        1.0      1.4
  Reserve For Replacement                 .3       1.1       1.1         .1          .2           .3         .1         .5       .6
- ------------------------------------------------------------------------------------------------------------------------------------
AMOUNT AVAILABLE FOR DEBT SERVICE
& OTHER FIXED CHARGES                   34.2%     35.5%     36.5%      40.5%       40.4%        37.3%      41.3%      40.3%    36.8%

Total Fixed Charges* (Including
  Property Taxes & Insurance)           26.9%     25.5%     19.3%      19.5%       14.8%        20.2%      18.0%      23.5%    24.9%
- ------------------------------------------------------------------------------------------------------------------------------------
Pre-Tax Income (Loss)                   13.0%     17.2%     22.4%      26.3%       29.4%        22.8%      28.3%      21.7%    17.1%
====================================================================================================================================
PAYROLL & RELATED EXPENSES
  Rooms                                 17.7%     18.2%     16.9%      15.7%       16.1%        17.7%      19.8%      17.0%    18.7%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                               .0       1.3        .7         .2          .0           .0         .0         .6       .6
  Other Operated Departments              .2        .3        .1         .1          .1           .2         .1         .2       .2
  Administrative & General               4.3       4.3       4.5        4.2         4.0          4.1        4.0        4.4      5.0
  Marketing                              1.7       1.3       1.7        1.6         1.2          1.8        1.9        1.6      1.8
  Property Operations & Maintenance      2.6       2.1       2.5        2.4         2.3          2.3        2.6        2.4      2.6
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Payroll & Related Expenses      25.6%     25.5%     25.0%      23.4%       23.1%        25.3%      27.5%      24.8%    27.2%
</TABLE>

* Total Fixed Charges does not include deductions for Replacements; but does
  include Depreciation and Amortization, Interest, Rent and Equipment Leases.

Expense ratios to sales for departmental expenses are based on their respective
departmental revenues. All other expenses are based on total revenue. Totals may
not add due to rounding.


26
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------   --------------------------------------  ---------------------------
                 Location                                     Price Category                        Size
- ----------------------------------------------   --------------------------------------  ---------------------------
                                                                                         Under 75  75-125   Over 125
 Urban   Suburban   Airport   Highway   Resort   Upscale   Mid-Price   Economy   Budget    Rooms    Rooms     Rooms
<S>       <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>      <C>      <C>       <C>   
 73.2%     73.6%     74.4%     71.3%     70.8%     76.5%     72.4%      71.9%     69.1%    68.4%    73.1%     73.4%
  150       125       134       109       172       133       123        115       109       57      108       159
$70.88    $58.55    $53.02    $49.40    $61.51    $74.44    $54.25     $47.67    $39.99   $52.05   $51.89    $61.05

 94.2%     95.3%     95.3%     96.1%     92.9%     95.1%     95.0%      96.0%     96.3%    96.2%    95.8%     94.8%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.1       2.3       1.8       1.7       2.0       2.5       1.7        1.8       2.1      2.2      1.9       2.1
  1.4       1.2        .7        .6       1.3       1.6       1.0         .6        .5       .6       .8       1.2
  2.2       1.3       2.2       1.6       3.8        .8       2.3        1.6       1.1       .9      1.4       1.9
- --------------------------------------------------------------------------------------------------------------------
100.0%    100.0%    100.0%    100.0%    100.0%    100.0%    100.0%     100.0%    100.0%   100.0%   100.0%    100.0%

 27.3%     25.4%     28.5%     25.9%     28.8%     23.5%     26.9%      26.6%     26.9%    26.2%    25.5%      6.7%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
132.0      68.3      74.3      88.3      86.4      73.8      68.4       91.2      92.9     83.1     83.0      75.2
  1.0        .8        .5        .4       1.4       1.0        .8         .5        .3       .4       .5        .9
- --------------------------------------------------------------------------------------------------------------------
 29.5%     26.6%     29.0%     26.8%     29.9%     25.2%     27.5%      27.7%     28.2%    27.5%    26.5%     27.8%
- --------------------------------------------------------------------------------------------------------------------
 70.5%     73.4%     71.0%     73.2%     70.1%     74.8%     72.5%      72.3%     71.8%    72.5%    73.5%     72.2%

  9.4%      9.6%      9.4%      9.7%     10.6%      9.2%      9.1%       9.8%     10.9%    13.1%     9.3%      9.1%
  4.7       4.9       4.1       3.8       6.3       5.7       4.2        3.8       3.6      3.7      4.4       4.6
  1.5       2.2       1.7       1.6       1.4       2.1       2.2        1.2       1.9      3.5      1.7       1.7
  4.9       5.2       5.0       5.5       5.3       4.5       4.8        5.4       7.2      6.3      5.2       5.1
  5.2       5.0       4.3       5.6       5.1       4.6       4.2        5.5       7.4      5.2      5.5       4.7
- --------------------------------------------------------------------------------------------------------------------
 25.8%     26.8%     24.5%     26.2%     28.7%     26.1%     24.5%      25.8%     30.9%    31.8%    26.1%     25.2%

 44.7%     46.6%     46.5%     47.0%     41.4%     48.7%     48.0%       6.5%      0.9%    40.7%    47.4%     47.0%

  3.3%      3.2%      3.4%      2.7%      3.2%      2.8%      3.8%       2.6%      2.2%     3.4%     2.6%     $3.5%
- --------------------------------------------------------------------------------------------------------------------
 41.4%     43.4%     43.1%     44.3%     38.2%     45.9%     44.2%      43.9%     38.7%    37.3%    44.8%     43.5%

  3.9%      3.7%      4.1%      3.6%      2.1%      3.4%      3.4%       3.9%      4.2%     3.7%     3.6%      3.9%
  1.1       1.0       1.0       1.1       1.2       1.0       1.1        1.0       1.1      1.5      1.0       1.0
   .7        .5        .2        .6        .6        .2        .0         .5       1.2      1.5       .5        .4
- --------------------------------------------------------------------------------------------------------------------
 35.7%     38.2%     37.8%     39.0%     34.3%     41.3%     39.3%      38.5%     32.2%    30.6%    39.7%     38.2%

 17.6%     22.3%     18.2%     19.8%     20.6%     18.4%     21.7%      19.7%     22.0%    33.3%    18.2%     20.4%
- --------------------------------------------------------------------------------------------------------------------
 23.8%     21.1%     24.9%     24.5%     17.6%     27.5%     22.5%      24.2%     16.7%     4.0%    26.6%     23.1%
====================================================================================================================

 17.9%     15.7%     19.7%     18.7%     19.7%     11.9%     18.1%      19.7%     20.8%    18.3%    17.4%     17.2%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.8        .1        .3        .4       5.6        .3        .4        1.2        .0       .0       .3        .9
   .3        .1        .0        .2        .4        .1        .1         .4        .7       .1       .1        .2
  4.0       4.2       4.1       4.6       5.2       3.8       4.0        4.8       4.8      4.9      4.3       4.2
  1.9       1.5       1.9       1.6       3.0       1.5       1.2        2.2       1.7       .3      1.7       2.0
  2.5       2.3       2.4       2.5       2.6       2.1       2.2        2.5       2.8      2.0      2.4       2.5
- --------------------------------------------------------------------------------------------------------------------
 25.6%     23.1%     27.2%     26.9%     29.6%     18.8%     24.7%      28.8%     30.0%    24.9%    25.2%     25.2%
</TABLE>


                                                                              27
<PAGE>

                                Oregon East Area
                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                          OCCUPANCY                         ROOM RATE                         ROOM SUPPLY                           
                          ----------------------------      ----------------------------      ---------------------------------     
                          CURRENT     PRIOR      %          CURRENT    PRIOR       %          CURRENT        PRIOR        %         
YEAR   MONTH              YEAR        YEAR       CHNG       YEAR       YEAR        CHNG       YEAR           YEAR         CHNG      
- -----  -----              -----       -----      -----      -----      -----      -----       ---------      ----------   -----     
<S>    <C>                <C>          <C>        <C>        <C>        <C>          <C>        <C>            <C>        <C>       
 1990  January            40.9         42.8      -4.4        36.37      36.57       -.5         244466         235631     3.7       
 1990  February           48.6         45.9       5.9        39.10      37.52       4.2         220808         212828     3.7       
 1990  March              59.5         59.3        .3        38.43      37.77       1.7         244466         235631     3.7       
 1990  April              60.7         59.2       2.5        37.75      35.86       5.3         236580         228030     3.7       
 1990  May                62.8         62.4        .6        36.37      35.04       3.8         244466         235631     3.7       
 1990  June               79.4         76.8       3.4        38.56      37.21       3.6         238830         228030     4.7       
 1990  July               84.8         82.2       3.2        42.68      40.80       4.6         248806         237522     4.8       
 1990  August             85.9         89.1      -3.6        42.81      40.07       6.8         248806         237522     4.8       
 1990  September          73.6         78.0      -5.6        38.74      36.82       5.2         242490         229860     5.5       
 1990  October            61.7         66.8      -7.6        35.62      34.04       4.6         250573         237522     5.5       
 1990  November           47.3         49.9      -5.2        34.41      33.68       2.2         242490         231930     4.6       
 1990  December           39.6         41.1      -3.6        41.40      39.44       5.0         252805         243195     4.0       
                        ------------------------------------------------------------------------------------------------------------
       TOTAL 1990         62.2         62.9      -1.1        38.85      37.26       4.3        2915586        2793332     4.4       
                                                                                                                         
ROOM SAMPLE PERCENT - 25.4 %                   Number of Sample Properties -            22     Number of Census Properties - 138

 1991  January            39.7         40.9      -2.9        40.85      36.37      12.3         252805         244466     3.4       
 1991  February           48.4         48.6       -.4        41.61      39.10       6.4         228340         220808     3.4       
 1991  March              56.6         59.5      -4.9        41.01      38.43       6.7         254758         244466     4.2       
 1991  April              55.5         60.7      -8.6        38.09      37.75        .9         246540         236580     4.2       
 1991  May                59.1         62.8      -5.9        38.18      36.37       5.0         254758         244466     4.2       
 1991  June               76.0         79.4      -4.3        40.20      38.56       4.3         246540         238830     3.2       
 1991  July               84.5         84.8       -.4        44.45      42.68       4.1         254758         248806     2.4       
 1991  August             87.5         85.9       1.9        44.90      42.81       4.9         254758         248806     2.4       
 1991  September          76.2         73.6       3.5        39.99      38.74       3.2         246540         242490     1.7       
 1991  October            64.7         61.7       4.9        36.76      35.62       3.2         254758         250573     1.7       
 1991  November           44.8         47.3      -5.3        37.72      34.41       9.6         246540         242490     1.7       
 1991  December           40.5         39.6       2.3        42.69      41.40       3.1         254758         252805      .8       
                        ------------------------------------------------------------------------------------------------------------
       TOTAL 1991         61.2         62.2      -1.6        40.79      38.85       5.0        2995853        2915586     2.8       
                                                                                                                         
ROOM SAMPLE PERCENT - 23.6 %                   Number of Sample Properties -            22     Number of Census Properties - 139

<CAPTION>
                        ROOM DEMAND                             ROOM REVENUE
                        ---------------------------------       -------------------------------
                        CURRENT        PRIOR        %           CURRENT         PRIOR
YEAR   MONTH            YEAR           YEAR         CHNG        YEAR            YEAR      CHNG
- -----  -----            ---------      ----------   -----       ---------       --------  -----
<S>    <C>                 <C>           <C>         <C>           <C>           <C>       <C>
 1990  January             99938         100818     -.9            3634457       3687232  -1.4
 1990  February           107278          97702     9.8            4194270       3665728  14.4
 1990  March              145537         139631     4.2            5592947       5274241   6.0
 1990  April              143519         134940     6.4            5418149       4838739  12.0
 1990  May                153627         147019     4.5            5587286       5151003   8.5
 1990  June               189590         175042     8.3            7311101       6513962  12.2
 1990  July               210896         195289     8.0            9000448       7967743  13.0
 1990  August             213822         211591     1.1            9154296       8478855   8.0
 1990  September          178370         179276    - .5            6910831       6601309   4.7
 1990  October            154620         158726    -2.6            5507970       5403732   1.9
 1990  November           114809         115795    - .9            3950483       3900053   1.3
 1990  December           100095          99911      .2            4143481       3940085   5.2
                        ----------------------------------------------------------------------
       TOTAL 1990        1812101        1755740     3.2           70405719      65422682   7.6

 1991  January            100418          99938      .5            4102350       3634457  12.9
 1991  February           110411         107278     2.9            4594389       4194270   9.5
 1991  March              144226         145537     -.9            5914640       5592947   5.8
 1991  April              136866         143519    -4.6            5213529       5418149  -3.8
 1991  May                150441         153627    -2.1            5744471       5587286   2.8
 1991  June               187335         189590    -1.2            7530388       7311101   3.0
 1991  July               215361         210896     2.1            9573013       9000448   6.4
 1991  August             222871         213822     4.2           10007059       9154296   9.3
 1991  September          187858         178370     5.3            7512828       6910831   8.7
 1991  October            164773         154620     6.6            6057791       5507970  10.0
 1991  November           110422         114809    -3.8            4165668       3950483   5.4
 1991  December           103150         100095     3.1            4403856       4143481   6.3
                        ----------------------------------------------------------------------
       TOTAL 1991        1834132        1812101     1.2           74819982      70405719   6.3
</TABLE>
<PAGE>

                                Oregon East Area
                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                          OCCUPANCY                         ROOM RATE                         ROOM SUPPLY                           
                          ----------------------------      ----------------------------      ---------------------------------     
                          CURRENT     PRIOR      %          CURRENT    PRIOR       %          CURRENT        PRIOR        %         
YEAR   MONTH              YEAR        YEAR       CHNG       YEAR       YEAR        CHNG       YEAR           YEAR         CHNG      
- -----  -----              -----       -----      -----      -----      -----      -----       ---------      ----------   -----     
<S>    <C>                 <C>         <C>         <C>       <C>        <C>          <C>        <C>           <C>          <C>      
 1992  January             39.4        39.7       -.8        41.74      40.85        2.2        254758        252805       .8       
 1992  February            44.9        48.4      -7.2        46.12      41.61       10.8        231476        228340      1.4       
 1992  March               55.1        56.6      -2.7        43.80      41.01        6.8        256277        254758       .6       
 1992  April               57.6        55.5       3.8        43.13      38.09       13.2        248010        246540       .6       
 1992  May                 63.0        59.1       6.6        44.76      38.18       17.2        256277        254758       .6       
 1992  June                71.7        76.0      -5.7        45.98      40.20       14.4        248010        246540       .6       
 1992  July                82.6        84.5      -2.2        51.13      44.45       15.0        256277        254758       .6       
 1992  August              84.7        87.5      -3.2        50.75      44.90       13.0        256277        254758       .6       
 1992  September           76.0        76.2       -.3        45.21      39.99       13.1        248010        246540       .6       
 1992  October             63.9        64.7      -1.2        39.76      36.76        8.2        256277        254758       .6       
 1992  November            45.3        44.8       1.1        39.47      37.72        4.6        248010        246540       .6       
 1992  December            39.7        40.5      -2.0        47.36      42.69       10.9        256277        254758       .6       
                        ------------------------------------------------------------------------------------------------------------
       TOTAL 1992          60.4        61.2      -1.3        45.46      40.79       11.4       3015936       2995853       .7       
                                                                                                                                    
ROOM SAMPLE PERCENT - 30.8 %                   Number of Sample Properties -            28     Number of Census Properties -  140   
                                                                                                                                    
 1993  January             35.5        39.4      -9.9        37.77      41.74       -9.5        256277        254758       .6       
 1993  February            40.6        44.9      -9.6        43.22      46.12       -6.3        231476        231476       .0       
 1993  March               49.9        55.1      -9.4        41.82      43.80       -4.5        256277        256277       .0       
 1993  April               55.0        57.6      -4.5        42.54      43.13       -1.4        248010        248010       .0       
 1993  May                 60.2        63.0      -4.4        43.93      44.76       -1.9        256277        256277       .0       
 1993  June                77.0        71.7       7.4        47.95      45.98        4.3        248010        248010       .0       
 1993  July                84.5        82.6       2.3        52.16      51.13        2.0        256277        256277       .0       
 1993  August              86.3        84.7       1.9        52.02      50.75        2.5        256277        256277       .0       
 1993  September           74.4        76.0      -2.1        47.67      45.21        5.4        248010        248010       .0       
 1993  October             62.3        63.9      -2.5        42.86      39.76        7.8        256277        256277       .0       
 1993  November            42.9        45.3      -5.3        39.74      39.47         .7        248010        248010       .0       
 1993  December            37.0        39.7      -6.8        45.93      47.36       -3.0        256277        256277       .0       
                        ------------------------------------------------------------------------------------------------------------
       TOTAL 1993          58.9        60.4      -2.5        45.91      45.46        1.0       3017455       3015936       .1       
                                                                                                                                    
ROOM SAMPLE PERCENT - 30.2 %                   Number of Sample Properties -            29     Number of Census Properties -  140   

<CAPTION>
                        ROOM DEMAND                             ROOM REVENUE
                        ------------------------------------    -------------------------------
                        CURRENT        PRIOR        %           CURRENT       PRIOR       %
YEAR   MONTH            YEAR           YEAR         CHNG        YEAR          YEAR        CHNG
- -----  -----            ---------      ----------   -----       ---------     --------    -----
<S>    <C>                <C>            <C>           <C>        <C>           <C>         <C>
 1992  January            100482         100418        .1         4194437       4102350     2.2
 1992  February           103866         110411      -5.9         4790405       4594389     4.3
 1992  March              141216         144226      -2.1         6184633       5914640     4.6
 1992  April              142730         136866       4.3         6156204       5213529    18.1
 1992  May                161430         150441       7.3         7224825       5744471    25.8
 1992  June               177839         187335      -5.1         8176374       7530388     8.6
 1992  July               211686         215361      -1.7        10823662       9573013    13.1
 1992  August             217148         222871      -2.6        11019769      10007059    10.1
 1992  September          188462         187858        .3         8521087       7512828    13.4
 1992  October            163647         164773       -.7         6506892       6057791     7.4
 1992  November           112233         110422       1.6         4430132       4165668     6.3
 1992  December           101632         103150      -1.5         4813278       4403856     9.3
                        -----------------------------------------------------------------------
       TOTAL 1992        1822371        1834132       -.6        82841698      74819982    10.7
                                                                                          
 1993  January             91097         100482      -9.3         3440481       4194437   -18.0
 1993  February            94061         103866      -9.4         4064984       4790405   -15.1
 1993  March              127771         141216      -9.5         5343168       6184633   -13.6
 1993  April              136288         142730      -4.5         5797366       6156204    -5.8
 1993  May                154269         161430      -4.4         6776455       7224825    -6.2
 1993  June               190971         177839       7.4         9157953       8176374    12.0
 1993  July               216474         211686       2.3        11291438      10823662     4.3
 1993  August             221291         217148       1.9        11512268      11019769     4.5
 1993  September          184437         188462      -2.1         8792222       8521087     3.2
 1993  October            159730         163647      -2.4         6845683       6506892     5.2
 1993  November           106315         112233      -5.3         4224482       4430132    -4.6
 1993  December            94835         101632      -6.7         4355757       4813278    -9.5
                        -----------------------------------------------------------------------
       TOTAL 1993        1777539        1822371      -2.5        81602257      82841698    -1.5
</TABLE>
<PAGE>

                                Oregon East Area
                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                          OCCUPANCY                         ROOM RATE                         ROOM SUPPLY                           
                          ----------------------------      ----------------------------      ---------------------------------     
                          CURRENT     PRIOR      %          CURRENT    PRIOR       %          CURRENT        PRIOR        %         
YEAR   MONTH              YEAR        YEAR       CHNG       YEAR       YEAR        CHNG       YEAR           YEAR         CHNG      
- -----  -----              -----       -----      -----      -----      -----      -----       ---------      ----------   -----     
<S>    <C>                 <C>         <C>        <C>        <C>        <C>        <C>          <C>           <C>          <C>      
 1994  January             34.7        35.5      -2.3        42.76      37.77      13.2         256277        256277       .0       
 1994  February            40.7        40.6        .2        43.25      43.22        .1         231476        231476       .0       
 1994  March               50.3        49.9        .8        43.98      41.82       5.2         256277        256277       .0       
 1994  April               53.0        55.0      -3.6        44.99      42.54       5.8         248010        248010       .0       
 1994  May                 61.0        60.2       1.3        46.50      43.93       5.9         256277        256277       .0       
 1994  June                76.4        77.0       -.8        50.15      47.95       4.6         248010        248010       .0       
 1994  July                83.6        84.5      -1.1        55.87      52.16       7.1         256277        256277       .0       
 1994  August              83.4        86.3      -3.4        56.78      52.02       9.2         256277        256277       .0       
 1994  September           72.3        74.4      -2.8        52.59      47.67      10.3         249510        248010       .6       
 1994  October             59.4        62.3      -4.7        46.03      42.86       7.4         257827        256277       .6       
 1994  November            42.3        42.9      -1.4        42.93      39.74       8.0         249510        248010       .6       
 1994  December            39.1        37.0       5.7        48.74      45.93       6.1         257827        256277       .6       
                        ------------------------------------------------------------------------------------------------------------
       TOTAL 1994          58.1        58.9      -1.4        49.12      45.91       7.0        3023555       3017455       .2       
                                                                                                                                    
ROOM SAMPLE PERCENT - 30.6 %                   Number of Sample Properties -            30     Number of Census Properties -  141   
                                                                                                                                    
 1995  January             33.6        34.7      -3.2        43.54      42.76       1.8         257827        256277       .6       
 1995  February            38.7        40.7      -4.9        44.54      43.25       3.0         234724        231476      1.4       
 1995  March               48.4        50.3      -3.8        45.74      43.98       4.0         259873        256277      1.4       
 1995  April               48.4        53.0      -8.7        44.51      44.99      -1.1         251490        248010      1.4       
 1995  May                 56.0        61.0      -8.2        48.36      46.50       4.0         259873        256277      1.4       
 1995  June                72.2        76.4      -5.5        52.95      50.15       5.6         251490        248010      1.4       
 1995  July                78.5        83.6      -6.1        58.89      55.87       5.4         259873        256277      1.4       
 1995  August              80.4        83.4      -3.6        58.95      56.78       3.8         259873        256277      1.4       
 1995  September           71.8        72.3       -.7        54.06      52.59       2.8         253380        249510      1.6       
 1995  October             57.8        59.4      -2.7        47.98      46.03       4.2         261826        257827      1.6       
 1995  November            42.0        42.3       -.7        44.32      42.93       3.2         253380        249510      1.6       
 1995  December            37.2        39.1      -4.9        52.25      48.74       7.2         261826        257827      1.6       
                        ------------------------------------------------------------------------------------------------------------
       TOTAL 1995          55.5        58.1      -4.5        51.04      49.12       3.9        3065435       3023555      1.4       
                                                                                                                                    
ROOM SAMPLE PERCENT - 30.5 %                   Number of Sample Properties -            30     Number of Census Properties -   143

<CAPTION>
                        ROOM DEMAND                             ROOM REVENUE
                        ------------------------------------    -------------------------------
                        CURRENT        PRIOR        %           CURRENT       PRIOR       %
YEAR   MONTH            YEAR           YEAR         CHNG        YEAR          YEAR        CHNG
- -----  -----            ---------      ----------   -----       ---------     --------    -----
<S>    <C>                 <C>            <C>         <C>         <C>           <C>        <C> 
 1994  January             88805          91097      -2.5         3797160       3440481    10.4
 1994  February            94314          94061        .3         4078635       4064984      .3
 1994  March              128940         127771        .9         5670534       5343161     6.1
 1994  April              131542         136288      -3.5         5917876       5797366     2.1
 1994  May                156319         154269       1.3         7268743       6776455     7.3
 1994  June               189539         190971       -.7         9505481       9157953     3.8
 1994  July               214196         216474      -1.1        11968022      11291438     6.0
 1994  August             213774         221291      -3.4        12137112      11512268     5.4
 1994  September          180517         184437      -2.1         9494254       8792222     8.0
 1994  October            153055         159730      -4.2         7045310       6845683     2.9
 1994  November           105433         106315       -.8         4526609       4224482     7.2
 1994  December           100922          94835       6.4         4918664       4355757    12.9
                        -----------------------------------------------------------------------
       TOTAL 1994        1757356        1777539      -1.1        86328400      81602257     5.8
                                                                                          
 1995  January             86584          88805      -2.5         3770156       3797160     -.7
 1995  February            90750          94314      -3.8         4042310       4078635     -.9
 1995  March              125663         128940      -2.5         5747252       5670534     1.4
 1995  April              121668         131542      -7.5         5415011       5917876    -8.5
 1995  May                145446         156319      -7.0         7033052       7268743    -3.2
 1995  June               181480         189539      -4.3         9609531       9505481     1.1
 1995  July               204111         214196      -4.7        12020641      11968022      .4
 1995  August             208817         213774      -2.3        12309612      12137112     1.4
 1995  September          181973         180517        .8         9836642       9494254     3.6
 1995  October            151294         153055      -1.2         7259222       7045310     3.0
 1995  November           106485         105433       1.0         4719744       4526609     4.3
 1995  December            97423         100922      -3.5         5090283       4918664     3.5
                        -----------------------------------------------------------------------
       TOTAL 1995        1701694        1757356      -3.2        86853456      86328400      .6
</TABLE>
<PAGE>

                                Oregon East Area
                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                          OCCUPANCY                         ROOM RATE                         ROOM SUPPLY                           
                          ----------------------------      ----------------------------      ---------------------------------     
                          CURRENT     PRIOR      %          CURRENT    PRIOR       %          CURRENT        PRIOR        %         
YEAR   MONTH              YEAR        YEAR       CHNG       YEAR       YEAR        CHNG       YEAR           YEAR         CHNG      
- -----  -----              -----       -----      -----      -----      -----      -----       ---------      ----------   -----     
<S>    <C>                 <C>         <C>        <C>        <C>        <C>          <C>        <C>            <C>         <C>      
 1996  January             34.0        33.6       1.2        46.64      43.54        7.1        261826         257827      1.6      
 1996  February            40.7        38.7       5.2        48.42      44.54        8.7        236488         234724       .8      
 1996  March               50.2        48.4       3.7        48.29      45.74        5.6        264895         259873      1.9      
 1996  April               48.8        48.4        .8        48.55      44.51        9.1        260640         251490      3.6      
 1996  May                 56.2        56.0        .4        51.92      48.36        7.4        269328         259873      3.6      
 1996  June                68.6        72.2      -5.0        57.73      52.95        9.0        262410         251490      4.3      
 1996  July                73.1        78.5      -6.9        59.10      58.89         .4        271157         259873      4.3      
 1996  August              76.9        80.4      -4.4        64.80      58.95        9.9        271157         259873      4.3      
 1996  September           65.4        71.8      -8.9        57.66      54.06        6.7        262410         253380      3.6      
                        ------------------------------------------------------------------------------------------------------------
       TOTAL 1996          57.4        58.8      -2.4        55.18      51.83        6.5       2360311        2288403      3.1      
                                                                                                                       
ROOM SAMPLE PERCENT - 30.4 %                   Number of Sample Properties  -           32     Number of Census Properties -  146

<CAPTION>
                        ROOM DEMAND                             ROOM REVENUE
                        ------------------------------------    -----------------------------
                        CURRENT        PRIOR        %           CURRENT         PRIOR   %
YEAR   MONTH            YEAR           YEAR         CHNG        YEAR            YEAR    CHNG
- -----  -----            ---------      ----------   -----       ---------     --------  -----
<S>    <C>                  <C>            <C>       <C>          <C>          <C>      <C> 
 1996  January              88925          86584     2.7          4147724      3770156  10.0
 1996  February             96242          90750     6.1          4660424      4042310  15.3
 1996  March               132979         125663     5.8          6421362      5747252  11.7
 1996  April               127079         121668     4.4          6169735      5415011  13.9
 1996  May                 151307         145446     4.0          7855781      7033052  11.7
 1996  June                180093         181480     -.8         10396168      9609531   8.2
 1996  July                198253         204111    -2.9         11716513     12020641  -2.5
 1996  August              208554         208817     -.1         13513580     12309612   9.8
 1996  September           171703         181973    -5.6          9900103      9836642    .6
                        ---------------------------------------------------------------------
       TOTAL 1996         1355135        1346492      .6         74781390     69784207   7.2

SOURCE: SMITH TRAVEL RESEARCH - The information contained in this report is based upon independent surveys and research from sources
                                considered reliable but no representation is made as to its completeness or accuracy. This
                                information is in no way to be construed as a recommendation by Smith Travel Research of any
                                industry standard and is intended solely for the internal purposes of your company and should not be
                                published in any manner unless authorized by Smith Travel Research.
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN
                               Oregon East Area               11/07/96   Page: 1

                                                                Report #: Res-14
<TABLE>
<CAPTION>
                                                                                              Zip                                   
STR CODE      Name of Establishment                  City                              ST     Code       Telephone      YEAR  ROOMS 
- ----------    ------------------------------------   --------------------------------  --    -----      --------------  ----- -----
<S>           <C>                                    <C>                               <C>   <C>        <C>             <C>     <C>
     17664    SCANDIAN MOTOR LODGE                   CASCADE LOCKS                     OR    97014      (503) 374-8417          30
     32281    BEST WESTERN COLUMBIA RIVER IN         CASCADE LOCKS                     OR    97014      (503) 374-8777  9509    63
     31858    VAGABOND LODGE                         HOOD RIVER                        OR    97031      (503) 386-2992          40
     13086    HOOD RIVER                             HOOD RIVER                        OR    97031      (503) 386-1900  9001    41
     17663    BEST WESTERN HOOD RIVER INN            HOOD RIVER                        OR    97031      (503) 386-2200         149  
      9392    MEREDITH GORGE MOTEL                   HOOD RIVER                        OR    97031      (503) 386-1515  5004    21  
     17666    COLUMBIA GORGE HOTEL                   HOOD RIVER                        OR    97031      (503) 386-5566          46
     17616    DINTYS MOTOR INN                       RUFUS                             OR    97050      (503) 739-2596          26
     17786    QUALITY THE DALLES                     THE DALLES                        OR    97058      (503) 298-5161          85  
     23145    SHAMROCK MOTEL                         THE DALLES                        OR    97058      (503) 296-5464          25
     31863    LONE PINE MOTEL                        THE DALLES                        OR    97058      (503) 298-2800          57
      3384    BEST WESTERN TAPADERA INN              THE DALLES                        OR    97058      (541) 296-9107  6400    65
     17784    OREGON MOTOR MOTEL                     THE DALLES                        OR    97058      (503) 296-9111          54
      8416    DAYS INN THE DALLES                    THE DALLES                        OR    97058      (503) 296-1191          70  
     17785    SHILO INN THE DALLES                   THE DALLES                        OR    97058      (503) 298-5502         112
     24537    INN AT THE DALLES                      THE DALLES                        OR    97058      (503) 296-1167          45
      3355    BEST WESTERN RIVIERA MOTEL             BIGGS                             OR    97065      (503) 739-2501  6800    40
      4978    NORTH ENTRANCE MOTEL                   KLAMATH FALLS                     OR    97601      (503) 884-8104          31
      7441    VALUE 20 MOTEL                         KLAMATH FALLS                     OR    97601      (503) 882-7741          83
      9393    OREGON MOTEL 8                         KLAMATH FALLS                     OR    97601      (503) 883-3431          29
     23008    LA VISTA                               KLAMATH FALLS                     OR    97601      (503) 882-8844          24
     33249    SHILO INN KLAMATH FALLS SUITES         KLAMATH FALLS                     OR    97601      (541) 885-7980  9604   143
     17672    TRAVELODGE KLAMATH FALLS               KLANATH FALLS                     OR    97601      (503) 882-4494          47  
     23009    ECONO LODGE KLAMATH FALLS              KLAMATH FALLS                     OR    97601      (503) 884-7735          51  
     28137    COMFORT INN KLAMATH FALLS              KLAMATH FALLS                     OR    97601      (503) 884-9999  9009    57  
     23010    WINEMA INN                             KLANATH FALLS                     OR    97601      (503) 883-3554          67
     17676    MAVERICK MOTEL                         KLAMATH FALLS                     OR    97601      (503) 882-6688          49
     17677    QUALITY KLAMATH FALLS                  KLAMATH FALLS                     OR    97601      (503) 882-4666          81  
     20932    SUPER 8 KIAMATH FALLS                  KIAMATH FALLS                     OR    97601      (541) 884-8880  8702    61
      9653    RED LION KLAMATH FALLS/INN             KLAMATH FALLS                     OR    97603      (503) 882-8864         108  
     24304    BEST WESTERN OLYMPIC INN               KLAMATH FALLS                     OR    97603      (541) 882-9665  9006    75
     17673    CIMARRON MOTOR INN                     KLAMATH FALLS                     OR    97603      (503) 882-4601         164
      3367    BEST WESTERN KLAMATH INN               KLAMATH FALLS                     OR    97603      (541) 882-1200  8300    52
      6523    MOTEL 6 KLAMATH FALLS                  KLAMATH FALLS                     OR    97603      (541) 884-2110          61  
     23007    HIGH CHAPARRAL MOTOR LODG              KLAMATH FALLS                     OR    97603      (503) 882-4675          36
     17630    CRATER LAKE LODGE                      CRATER LAKE                       OR    97604      (503) 594-2511          40
     17680    LAKEVIEW LODGE                         LAKEVIEW                          OR    97630      (503) 947-2181          40
      3369    BEST WESTERN SKYLINE MOTOR LOD         LAKEVIEW                          OR    97630      (503) 947-2194  7700    38

<CAPTION>
                                                      RESPONSE REPORT
                                                   -------- 1995 ---------- --------------------------- 1996 -----------------------
STR CODE      Name of Establishment                SEP    OCT   NOV    DEC    JAN   FEB    MAR   APR    MAY   JUN    JUL   AUG   SEP
- ----------    ------------------------------------ ------------------------ --------------------------------------------------------
<S>        <C>                                     <C>    <C>   <C>    <C>    <C>   <C>    <C>   <C>    <C>   <C>    <C>   <C>   <C>
     17664    SCANDIAN MOTOR LODGE                 
     32281    BEST WESTERN COLUMBIA RIVER IN       
     31858    VAGABOND LODGE                       
     13086    HOOD RIVER                           
     17663    BEST WESTERN HOOD RIVER INN            X     X     X      X      X     X      X     X      X     X      X     X     X
      9392    MEREDITH GORGE MOTEL                   X     X     X      X      X     X      X     X      X     X      X     X     X
     17666    COLUMBIA GORGE HOTEL                                                                                              
     17616    DINTYS MOTOR INN                                                                                                  
     17786    QUALITY THE DALLES                     X     X     X      X      X     X      X     X      X     X      X     X     X
     23145    SHAMROCK MOTEL                                                                                                    
     31863    LONE PINE MOTEL                                                                                                   
      3384    BEST WESTERN TAPADERA INN                                                                                         
     17784    OREGON MOTOR MOTEL                                                                                                
      8416    DAYS INN THE DALLES                    X     X     X      X      X     X      X     X      X     X      X     X     X
     17785    SHILO INN THE DALLES                                                                                              
     24537    INN AT THE DALLES                                                                                                 
      3355    BEST WESTERN RIVIERA MOTEL                                                                                        
      4978    NORTH ENTRANCE MOTEL                                                                                              
      7441    VALUE 20 MOTEL                                                                                                    
      9393    OREGON MOTEL 8                                                                                                    
     23008    LA VISTA                                                                                                          
     33249    SHILO INN KLAMATH FALLS SUITES                                                                                    
     17672    TRAVELODGE KLAMATH FALLS               X     X     X      X                         X      X     X      X     X     X
     23009    ECONO LODGE KLAMATH FALLS              X     X     X      X      X     X      X     X      X     X      X     X     X
     28137    COMFORT INN KLAMATH FALLS              X     X     X      X      X     X      X     X      X     X      X     X     X
     23010    WINEMA INN                                                                                                        
     17676    MAVERICK MOTEL                                                                                                    
     17677    QUALITY KLAMATH FALLS                  X     X     X      X      X     X      X     X      X     X      X     X     X
     20932    SUPER 8 KLAMATH FALLS                                                                                             
      9653    RED LION KLAMATH FALLS/INN             X     X     X      X      X     X      X     X      X     X      X     X     X
     24304    BEST WESTERN OLYMPIC INN                                                                                          
     17673    CIMARRON MOTOR INN                                                                                                
      3367    BEST WESTERN KLAMATH INN                                                                                          
      6523    MOTEL 6 KLAMATH FALLS                  X     X     X      X      X     X      X     X      X     X      X     X     X
     23007    HIGH CHAPARRAL MOTOR LODG                                                                                         
     17630    CRATER LAKE LODGE                                                                                                 
     17680    LAKEVIEW LODGE                                                                                                   
      3369    BEST WESTERN SKYLINE MOTOR LOD       
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN
                               Oregon East Area               11/07/96   Page: 2

                                                                Report #: Res-14
<TABLE>
<CAPTION>
                                                                                              Zip                                   
STR CODE      Name of Establishment                  City                              ST     Code       Telephone      YEAR  ROOMS 
- ----------    ------------------------------------   --------------------------------  --    -----      --------------  ----- -----
<S>           <C>                                    <C>                               <C>   <C>        <C>             <C>     <C>
     17681    RIM ROCK                               LAKEVIEW                          OR    97630      (503) 947-2185            21
     17604    BEND RIVERSIDE PHASE II                BEND                              OR    97701      (503) 388-4000            94
     17606    CIMARRON MOTEL SOUTH                   BEND                              OR    97701      (503) 382-8282            59
     17607    DUNES MOTEL                            BEND                              OR    97701      (503) 382-6811            30
     17611    RIVERHOUSE MOTOR INN                   BEND                              OR    97701      (503) 389-3111           208
     22919    PLAZA MOTEL                            BEND                              OR    97701      (503) 382-1621            27
     30681    ROCK SPRINGS GUEST RANCH               BEND                              OR    97701      (503) 382-1957            37
     30682    SPORTSMANS MOTEL                       BEND                              OR    97701      (503) 382-2211            36
     33502    SLEEP INN BEND                         BEND                              OR    97701      (541) 330-0050  9606      59
      9649    RED LION NORTH/INN                     BEND                              OR    97701      (503) 382-7934            75
     18307    BEST WESTERN INN & SUITES OF B         BEND                              OR    97701      (503) 382-1515  8506     102
      9648    RED LION SOUTH/INN                     BEND                              OR    97701      (503) 382-8384            75
     22917    MOTEL WEST                             BEND                              OR    97701      (503) 389-5577            39
     17609    CIMARRON MOTEL NORTH                   BEND                              OR    97701      (503) 382-7711            59
     17610    ECONO LODGE BEND                       BEND                              OR    97701      (503) 382-1821            50
     12179    HAMPTON INN BEND                       BEND                              OR    97701      (503) 388-4114  8805      99
     28376    SHILO INN BEND SUITES HOTEL            BEND                              OR    97701      (503) 389-9600           151
     17605    CASCADE LODGE                          BEND                              OR    97702      (503) 382-2612            29
     17614    INN OF THE SEVENTH MTN                 BEND                              OR    97702      (503) 382-8711  7204     300
     22915    BUDGET MOTEL                           BEND                              OR    97702      (503) 389-1448            24
     26558    SUPER 8 BEND                           BEND                              OR    97702      (541) 388-6888  8803      79
     28167    COMFORT INN BEND                       BEND                              OR    97702      (503) 388-2227  9007      65
      9387    ROYAL GATEWAY MOTEL                    BEND                              OR    97702      (503) 382-5631            20
     17613    WESTWARD HO                            BEND                              OR    97702      (503) 382-2111            65
     17608    HOLIDAY MOTEL                          BEND                              OR    97702      (503) 382-4620            25
     12784    MT BACHELOR VILLAGE                    BEND                              OR    97702      (503) 389-5900            66
      3354    BEST WESTERN ENTRADA LODGE             BEND                              OR    97702      (503) 382-4080  7200      79
     17615    SUNRIVER RESORT                        SUNRIVER                          OR    97707      (503) 593-1221           211
      6519    CLOSED BURNS                           BURNS                             OR    97720      (541) 573-3013             0
      9388    ORBIT MOTEL                            BURNS                             OR    97720      (541) 573-2034            26
     21900    SILVER SPUR                            BURNS                             OR    97720      (541) 573-2077            26
      3358    BEST WESTERN PONDEROSA MOTEL           BURNS                             OR    97720      (503) 573-2047  6400      52
      6032    ROYAL INN                              BURNS                             OR    97720      (541) 573-5295            38
      9390    CRATER LAKE MOTEL                      CHKEMULT                          OR    97731      (503) 365-2241            28
     22961    DIAMOND LAKE RESORT                    DIAMOND LAKE                      OR    97731      (503) 793-3333            92
     23908    CLOSED SUNDOWNER                       HINES                             OR    97738      (503) 573-6561             0
     23019    MASTER HOST MOTOR INN                  LA PINE                           OR    97739      (503) 536-1737            21
     23038    BUDGET INN                             MADRAS                            OR    97741      (503) 475-3831            30
                                                                                                                            
<CAPTION>
                                                      RESPONSE REPORT
                                                   -------- 1995 ---------- --------------------------- 1996 -----------------------
STR CODE      Name of Establishment                SEP    OCT   NOV    DEC    JAN   FEB    MAR   APR    MAY   JUN    JUL   AUG   SEP
- ----------    ------------------------------------ ------------------------ --------------------------------------------------------
<S>           <C>                                  <C>    <C>   <C>    <C>    <C>   <C>    <C>   <C>    <C>   <C>    <C>   <C>   <C>
     17681    RIM ROCK                              
     17604    BEND RIVERSIDE PHASE II               
     17606    CIMARRON MOTEL SOUTH                  
     17607    DUNES MOTEL                           
     17611    RIVERHOUSE MOTOR INN                  
     22919    PLAZA MOTEL                           
     30681    ROCK SPRINGS GUEST RANCH              
     30682    SPORTSMANS MOTEL                      
     33502    SLEEP INN BEND                                                                                           X     X    X
      9649    RED LION NORTH/INN                    X      X     X      X      X     X      X     X      X      X      X     X    X
     18307    BEST WESTERN INN & SUITES OF B        X      X     X      X      X     X      X     X      X      X      X     X    X
      9648    RED LION SOUTH/INN                    X      X     X      X      X     X      X     X      X      X      X     X    X
     22917    MOTEL WEST                                                                                     
     17609    CIMARRON MOTEL NORTH                                                                           
     17610    ECONO LODGE BEND                      X      X     X             X     X      X     X      X      X      X     X    X
     12179    HAMPTON INN BEND                      X      X     X      X      X     X      X     X      X      X      X     X    X
     28376    SHILO INN BEND SUITES HOTEL                                                                    
     17605    CASCADE LODGE                                                                                  
     17614    INN OF THE SEVENTH MTN                                                                         
     22915    BUDGET MOTEL                                                                                   
     26558    SUPER 8 BEND                                                                                   
     28167    COMFORT INN BEND                      X      X     X      X      X      X     X     X      X       X     X     X
      9387    ROYAL GATEWAY MOTEL                                                                            
     17613    WESTWARD HO                                                                                    
     17608    HOLIDAY MOTEL                                                                                  
     12784    MT BACHELOR VILLAGE                                                                            
      3354    BEST WESTERN ENTRADA LODGE            X      X     X      X      X     X      X     X      X      X      X     X    X
     17615    SUNRIVER RESORT                       X      X     X      X      X     X      X     X      X      X      X     X    X
      6519    CLOSED BURNS                          X      X     X      X                                    
      9388    ORBIT MOTEL                                                                                   
     21900    SILVER SPUR                           
      3358    BEST WESTERN PONDEROSA MOTEL          
      6032    ROYAL INN                             
      9390    CRATER LAKE MOTEL                     
     22961    DIAMOND LAKE RESORT                   
     23908    CLOSED SUNDOWNER                       
     23019    MASTER HOST MOTOR INN                  
     23038    BUDGET INN                             
</TABLE>
<PAGE>
                         LIST OF PROPERTIES INCLUDED IN
                               Oregon East Area               11/07/96   Page: 3

                                                                Report #: Res-14
<TABLE>
<CAPTION>
                                                                                              Zip                                   
STR CODE      Name of Establishment                  City                              ST     Code       Telephone      YEAR  ROOMS 
- ----------    ------------------------------------   --------------------------------  --    -----      --------------  ----- -----
<S>           <C>                                    <C>                               <C>   <C>        <C>             <C>     <C>
     17696    BEST WESTERN MASTER HOST               MADRAS                            OR    97741      (503) 473-6141           45
     23039    JUNIPER MOTEL                          MADRAS                            OR    97741      (503) 475-6186           22
     17697    SONNYS MOTEL                           MADRAS                            OR    97741      (503) 475-7217  4905     44 
     23121    CITY CENTER MOTEL                      PRINEVILLE                        OR    97754      (503) 447-5522           20
     17757    RUSTLERS ROOST                         PRINEVILLE                        OR    97754      (503) 447-4185           20
     17756    OCHOCO INN                             PRINEVILLE                        OR    97754      (503) 447-6231           34
     29314    BEST WESTERN PRINEVILLE                PRINEVILLE                        OR    97754      (541) 447-8080           67
     17612    QUALITY NEW REDMOND HOTEL              REDMOND                           OR    97756      (503) 923-7378  8806     48 
     17759    REDMOND INN                            REDMOND                           OR    97756      (503) 548-1091           46
     17760    VILLAGE SQUIRE MOTEL                   REDMOND                           OR    97756      (503) 548-2105           24
     28568    BEST WESTERN RAMA INN                  REDMOND                           OR    97756      (503) 548-8080  9202     49
     17758    86 CORRAL MOTEL                        REDMOND                           OR    97756      (503) 548-4591           36
     12786    INN AT EAGLE CREST RESORT              REDMOND                           OR    97756      (503) 923-2453  8912     50
     26780    BEST WESTERN PONDEROSA LODGE           SISTERS                           OR    97759      (541) 549-1234           48
     30923    COMFORT INN SISTERS                    SISTERS                           OR    97759      (503) 549-7829           50 
     20696    BLACK BUTTE RANCH                      BLACK BUTTE RANCH                 OR    97759      (503) 595-6211          100 
     17698    KAH NEE TA RESORT                      WARM SPRINGS                      OR    97761      (503) 553-1112          137
     31865    KAH NEE TA VILLAGE                     WARM SPRINGS                      OR    97761      (503) 553-1112           25
      3372    TAPADERA MOTOR INN PENDLETON           PENDLETON                         OR    97801      (503) 276-3231           47
      9396    PIONEER MOTEL                          PENDLETON                         OR    97801      (503) 276-4521           30
     17731    RANCH MOTEL                            PENDLETON                         OR    97801      (503) 276-4711           50
     31016    SUPER 8 PENDLETON                      PENDLETON                         OR    97801      (503) 276-8881  9409     50
     32857    WILDHORSE HOTEL                        PENDLETON                         OR    97801      (541) 276-0355  9603     99 
     23082    LONGHORN MOTEL                         PENDLETOM                         OR    97801      (503) 276-7531           36
      5704    VAGABOND INN PENDLETON                 PENDLETON                         OR    97801      (503) 276-5252           51 
      7442    TRAVERLERS INN                         PENDLETON                         OR    97801      (503) 276-6231           40
      6526    MOTEL 6 PENDLETOM                      PENDLETON                         OR    97801      (541) 276-3160          122 
      9655    RED LION PENDLETON/INDIAN HILL         PENDLETON                         OR    97801      (503) 276-6111          170 
     27303    BEST WESTERN PENDLETON INN             PENDLETOM                         OR    97801      (541) 276-2135  8911     69 
     17730    CHAPARRAL MOTEL                        PENDLETON                         OR    97801      (503) 276-8654           51
     22897    VILLAGE INN MOTEL                      ARLINGTON                         OR    97812      (503) 454-2646           34
     17597    EL DORADO                              BAKER CITY                        OR    97814      (503) 523-6494           55
     26760    QUALITY BAKER CITY                     BAKER CITY                        OR    97814      (503) 523-2242           54 
      3352    BEST WESTERN SUNRIDGE INN              BAKER CITY                        OR    97814      (503) 523-6444  5900    156 
     17224    SUPER 8 BAKER CITY                     BAKER CITY                        OR    97814      (503) 523-8282  9012     72
      9991    ROYAL MOTOR INN                        BAKER                             OR    97814      (503) 523-6324           36
     21819    FRIENDSHIP INN BAKER CITY              BAKER CITY                        OR    97814      (503) 523-6571           40 
     22906    OREGON TRAIL MOTEL                     BAKER                             OR    97814      (503) 523-5844           54

<CAPTION>
                                                     RESPONSE REPORT
                                                   -------- 1995 ---------- --------------------------- 1996 -----------------------
STR CODE      Name of Establishment                SEP    OCT   NOV    DEC    JAN   FEB    MAR   APR    MAY   JUN    JUL   AUG   SEP
- ----------    ------------------------------------ ------------------------ --------------------------------------------------------
<S>           <C>                                  <C>    <C>   <C>    <C>    <C>   <C>    <C>   <C>    <C>   <C>    <C>   <C>   <C>
     17696    BEST WESTERN MASTER HOST              
     23039    JUNIPER MOTEL                         
     17697    SONNYS MOTEL                          X      X     X             X     X      X     X      X     X      X     X     X
     23121    CITY CENTER MOTEL                                                                                            
     17757    RUSTLERS ROOST                                                                                               
     17756    OCHOCO INN                                                                                                   
     29314    BEST WESTERN PRINEVILLE                                                                                      
     17612    QUALITY NEW REDMOND HOTEL             X      X     X      X      X     X      X     X            X      X     X     X
     17759    REDMOND INN                                                                                                  
     17760    VILLAGE SQUIRE MOTEL                                                                                         
     28568    BEST WESTERN RAMA INN                                                                                        
     17758    86 CORRAL MOTEL                                                                                              
     12786    INN AT EAGLE CREST RESORT                                                                                    
     26780    BEST WESTERN PONDEROSA LODGE                                                                                 
     30923    COMFORT INN SISTERS                   X      X     X      X      X     X      X           X      X      X     X     X
     20696    BLACK BUTTE RANCH                     X      X            X      X     X                                     
     17698    KAH NEE TA RESORT                                                                                            
     31865    KAH NEE TA VILLAGE                                                                                           
      3372    TAPADERA MOTOR INN PENDLETON                                                                                 
      9396    PIONEER MOTEL                                                                                                
     17731    RANCH MOTEL                                                                                                  
     31016    SUPER 8 PENDLETON                                                                                            
     32857    WILDHORSE HOTEL                                                               X     X     X      X      X     X     X
     23082    LONGHORN MOTEL                                                                                               
      5704    VAGABOND INN PENDLETON                X      X     X      X      X     X      X     X     X      X      X     X     X
      7442    TRAVERLERS INN                                                                                               
      6526    MOTEL 6 PENDLETOM                     X      X     X      X      X     X      X     X     X      X      X     X     X
      9655    RED LION PENDLETON/INDIAN HILL        X      X     X      X      X     X      X     X     X      X      X     X     X
     27303    BEST WESTERN PENDLETON INN            X      X     X      X      X     X      X     X     X      X      X     X     X
     17730    CHAPARRAL MOTEL                                                                                              
     22897    VILLAGE INN MOTEL                                                                                            
     17597    EL DORADO                                                                                                    
     26760    QUALITY BAKER CITY                    X      X     X      X      X     X      X     X            X      X     X     X
      3352    BEST WESTERN SUNRIDGE INN             X      X     X      X      X     X      X     X     X      X      X     X     X
     17224    SUPER 8 BAKER CITY                                                                                          
      9991    ROYAL MOTOR INN                                                            
     21819    FRIENDSHIP INN BAKER CITY                    X     X                       
     22906    OREGON TRAIL MOTEL                                                         
</TABLE>
<PAGE>                                 
                         LIST OF PROPERTIES INCLUDED IN
                               Oregon East Area               11/07/96   Page: 4

                                                                Report #: Res-14
<TABLE>
<CAPTION>
                                                                                              Zip                                   
STR CODE      Name of Establishment                  City                              ST     Code    Telephone       YEAR  ROOMS 
- ----------    ------------------------------------   --------------------------------  --    -----    --------------  ----- -----
<S>           <C>                                    <C>                               <C>   <C>      <C>             <C>     <C>
      4977    RIVERVIEW MOTEL                        BOARDMAN                          OR    97815    (503) 481-2775           20
     22925    DODGE CITY INN                         BOARDMAN                          OR    97818    (503) 451-2441           43
     27925    NUGGET INN                             BOAROMAN                          OR    97818    (503) 481-2375           51
     17670    PONDEROSA                              ENTERPRISE                        OR    97828    (503) 426-3186           25
     17671    WILDERNESS INN                         ENTERPRISE                        OR    97828    (503) 426-4535   7806    29   
      5636    THE WAY INN                            HERMISTON                         OR    97838    (503) 567-5561           30
     22997    J & L MOTEL                            HERMISTON                         OR    97838    (503) 567-5583           34
     32885    BEST WESTERN HERMISTON INN             HERMISTON                         OR    97838    (541) 564-0202           33
     17660    SANDS MOTEL                            HERMISTON                         OR    97838    (503) 567-5516           41
     17659    POSADA INN                             HERMISTON                         OR    97838    (503) 567-7777           90
     17668    SUNSET INN                             JOHN DAY                          OR    97845    (503) 575-1462           43
     21657    BEST WESTERN JOHN DAY                  JOHN DAY                          OR    97845    (503) 575-1700   8603    39   
     17667    DREAMERS LODGE                         JOHN DAY                          OR    97845    (503) 575-0526           23
     12789    WALLOWA LAKE LODGE                     JOSEPH                            OR    97846    (503) 432-9821   2300    22
     23011    GREENWELL MOTEL                        LA GRANDE                         OR    97850    (503) 963-4134           33
     31062    COMFORT INN LA GRANDE                  LA GRANDE                         OR    97850    (503) 963-3100   9502    66   
     17679    STARDUST LODGE                         LA GRANDE                         OR    97850    (503) 963-4166           32
     17678    ROYAL MOTOR INN                        LA GRANDE                         OR    97850    (503) 963-4154           45
      9394    BROKEN ARROW LODGE                     LA GRANDE                         OR    97850    (503) 963-7116           35
     27993    SUPER 8 LA GRANDE                      LA GRANDE                         OR    97850    (541) 963-8080   8912    64
      3368    BEST WESTERN PONY SOLDIER INN          LA GRANDE                         OR    97850    (541) 963-7195   7100   146
     23053    MORGAN INN                             MILTON FREEWATER                  OR    97862    (503) 938-5547   6906    42
     23152    TILLICUM MOTOR INN                     UMATILLA                          OR    97882    (503) 922-3236           78
     23148    HI HEATHER INN                         UMATILLA                          OR    97882    (503) 922-4871           68
     17724    FAREWELL BEND MOTOR INN                N HUNTINGTON                      OR    97907    (503) 869-2211   6905    44
     17723    COLONIAL MOTOR INN                     ONTARIO                           OR    97914    (503) 889-9615           70
     23910    BUDGET INN                             ONTARIO                           OR    97914    (503) 889-3101           26
     17727    REGENCY CREST INN                      ONTARIO                           OR    97914    (503) 889-6449           37
      9395    OREGON TRAIL MOTEL                     ONTARIO                           OR    97914    (503) 889-8633           32
     17726    HOLIDAY MOTEL                          ONTARIO                           OR    97914    (503) 889-9188           74
     24539    SUPER 8 ONTARIO                        ONTARIO                           OR    97914    (503) 889-8282   9103    63
     27024    BEST WESTERN ONTARIO INN               ONTARIO                           OR    97914    (503) 889-2600   8907    61
     17722    HOLIDAY INN ONTARIO                    ONTARIO                           OR    97914    (541) 889-8621   7106    98   
      6525    MOTEL 6 ONTARIO                        ONTARIO                           OR    97914    (503) 889-6617          126   
                                                                                                                             ----
                                                                                                                             8747   
<CAPTION>
                                                       RESPONSE REPORT
                                                   -------- 1995 ---------- --------------------------- 1996 -----------------------
STR CODE      Name of Establishment                SEP    OCT   NOV    DEC    JAN   FEB    MAR   APR    MAY   JUN    JUL   AUG   SEP
- ----------    ------------------------------------ ------------------------ --------------------------------------------------------
<S>           <C>                                  <C>    <C>   <C>    <C>    <C>   <C>    <C>   <C>    <C>   <C>    <C>   <C>   <C>
      4977    RIVERVIEW MOTEL                       
     22925    DODGE CITY INN                        
     27925    NUGGET INN                            
     17670    PONDEROSA                             
     17671    WILDERNESS INN                        X      X     X      X      X     X      X     X      X     X      X      X    X
      5636    THE WAY INN                                                                                            
     22997    J & L MOTEL                                                                                            
     32885    BEST WESTERN HERMISTON INN                                                                             
     17660    SANDS MOTEL                                                                                            
     17659    POSADA INN                                                                                             
     17668    SUNSET INN                                                                                             
     21657    BEST WESTERN JOHN DAY                 X                                                                
     17667    DREAMERS LODGE                                                                                         
     12789    WALLOWA LAKE LODGE                                                                                     
     23011    GREENWELL MOTEL                                                                                        
     31062    COMFORT INN LA GRANDE                 X      X     X      X      X     X      X     X      X     X      X      X    X
     17679    STARDUST LODGE                                                                                         
     17678    ROYAL MOTOR INN                                                                                        
      9394    BROKEN ARROW LODGE                                                                                     
     27993    SUPER 8 LA GRANDE                                                                                      
      3368    BEST WESTERN PONY SOLDIER INN                                                                          
     23053    MORGAN INN                                                                                             
     23152    TILLICUM MOTOR INN                                                                                     
     23148    HI HEATHER INN                                                                                         
     17724    FAREWELL BEND MOTOR INN                                                                                
     17723    COLONIAL MOTOR INN                                                                                     
     23910    BUDGET INN                                                                                             
     17727    REGENCY CREST INN                                                                                      
      9395    OREGON TRAIL MOTEL                                                                                     
     17726    HOLIDAY MOTEL                                                                                          
     24539    SUPER 8 ONTARIO                                                                                        
     27024    BEST WESTERN ONTARIO INN                                                                               
     17722    HOLIDAY INN ONTARIO                   X      X     X      X      X     X      X     X      X     X      X      X    X
      6525    MOTEL 6 ONTARIO                       X      X     X      X      X     X      X     X      X     X      X      X    X
                                                                                                                    
                                                          X - Denotes data received by Smith Travel Research.
</TABLE>



================================================================================


                                APPRAISAL REPORT
                                 SHILO INN HOTEL


                                   Located At
                              1880 NW SIXTH STREET
                         GRANTS PASS, OREGON 97526-1038


                                      As Of
                                DECEMBER 1, 1996


                                  Prepared for:
                                     KEYCORP
                           REAL ESTATE CAPITAL MARKETS
                          700 FIFTH AVENUE, 52nd FLOOR
                            SEATTLE, WASHINGTON 98104


                                  Prepared by:
                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106


================================================================================
<PAGE>

                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106
                            TELEPHONE: (818) 795-5087

December 9, 1996

Mr. David Thatcher
Senior Vice President
KeyCorp
Real Estate Capital Markets
700 Fifth Avenue, 52nd Floor
Seattle, Washington  98104

Re:     Appraisal Report of Shilo Inn
        1880 NW Sixth Street
        Grants Pass, Oregon

Dear Mr. Thatcher:

In conjunction with the above captioned appraisal report ("Report"), we have
conducted the required investigation, gathered the necessary data, and made
certain analyses that were used in forming the opinion of the market value of
the above referenced Property.

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral to secure a proposed
loan. This Report is intended to comply with the requirements of the Uniform
Standards of Professional Appraisal Practice (USPAP), as promulgated by the
Appraisal Standards Board of the Appraisal Foundation.

The purpose of this Report is to express our opinion of the market value of the
Property subject to the definitions of value, the assumptions and limiting
conditions and the certification contained in the attached Report. The Report:

      o     May be relied upon by Merrill Lynch Mortgage Capital Inc. in
            determining whether to make a loan(s) evidenced by a note ("Property
            Note") secured by the Property;

      o     May be relied upon by any purchaser in determining whether to
            purchase the Property Notes for these transactions from Merrill
            Lynch Mortgage Capital Inc.;

      o     May be relied upon by any Rating Agency in rating securities issued
            by Merrill Lynch Mortgage Capital Inc. and representing an interest
            in the Property Notes;

- ----------------------------------
<PAGE>

Mr. David Thatcher
December 9, 1996
Page -2-


      o     May be included with and referred to in materials offering the
            Property Notes or an interest in the Property Notes for sale.

The subject property is a two-story motel complex containing 70 guest rooms and
is located at 1880 NW Sixth Street, Grants Pass, Josephine County, Oregon. It is
situated on the west side of NW Sixth Street, south of Interstate 5. The site
contains 1.42 acres (61,855 square feet). The improvements are comprised of two
wood frame buildings. The main motel building is constructed in an L-shape,
running along the south and west property lines. The lobby/manager's building is
located on the southeastern corner of the site. According to Josephine County
records, the buildings were constructed in 1973-74 and remodeled in 1983 and
1996. The property is owned by Mark Hemstreet and operated by the Shilo Inn
hotel group.

The subject property and comparables were last inspected November 14, 1996.
Based on the investigation and analysis outlined in the report and subject to
the assumptions and limiting conditions as set forth within the context of this
report, the estimated market value of the Fee Simple Estate, as a going concern
with existing furniture, fixture and equipment, As Is, as of December 1, 1996
was:

                                   $2,500,000
                                   ==========
                    TWO MILLION FIVE HUNDRED THOUSAND DOLLARS

The report that follows sets forth the identification of the property, the
assumptions and limiting conditions, pertinent facts regarding the area and the
subject property, comparable data and the reasoning leading to the conclusions
set forth.


Sincerely,


/s/ M. Hammad

M. Hammad, MAI
Certified General Appraiser
CA No. AG002849
OR No. TNR0314


                                                                         Page ii
<PAGE>

1880 N.W. Sixth Street, Grants Pass, OR
- ---------------------------------------

                                TABLE OF CONTENTS

ASSUMPTIONS AND LIMITING CONDITIONS                                            V

SALIENT FACTS AND CONCLUSIONS                                                VII

SUBJECT PHOTOGRAPHS                                                            8

IDENTIFICATION OF THE PROPERTY                                                14

PURPOSE OF THE APPRAISAL                                                      14

FUNCTION OF THE APPRAISAL                                                     14

DATE OF VALUATION                                                             14

HISTORY AND OWNERSHIP                                                         14

SCOPE OF THE ASSIGNMENT                                                       15

MARKETING AND EXPOSURE PERIODS                                                15

AMERICAN DISABILITIES ACT COMPLIANCE                                          15

PROPERTY RIGHTS APPRAISED                                                     16

HAZARDOUS MATERIAL STATEMENT                                                  16

COMPETENCY PROVISION                                                          16

DEFINITIONS                                                                   17

REGIONAL OVERVIEW                                                             19

AREA DESCRIPTION                                                              24

HOTEL INDUSTRY OVERVIEW                                                       25

SITE DESCRIPTION                                                              32

PLAT MAP                                                                      34


                                                                             iii
- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

1880 N.W. Sixth Street, Grants Pass, OR
- ---------------------------------------


TABLE OF CONTENTS (CONTINUED)

IMPROVEMENT DESCRIPTION                                                       35

HIGHEST AND BEST USE ANALYSIS                                                 41

VALUATION                                                                     43

COST APPROACH                                                                 46

DIRECT COMPARISON APPROACH                                                    58

INCOME APPROACH                                                               72

RECONCILIATION AND FINAL VALUE CONCLUSIONS                                    97

CERTIFICATIONS                                                                98

APPRAISER'S QUALIFICATIONS

ADDENDA

Legal Description
Historical Operating Data
Smith Travel Research Hotel Operating Statistics
PKF Industry Standards
Smith Travel Research Report


                                                                              iv
- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

1880 N.W. Sixth Street, Grants Pass, OR
- ---------------------------------------


                        Assumptions & Limiting Conditions

The analysis of the property is predicated upon the following assumptions and
conditions:

The date of value to which the opinions expressed in this report apply is set
forth in the letter of transmittal. The Appraiser assumes no responsibility for
economic or physical factors occurring at some later date which may affect the
opinions herein stated.

No opinion is intended to be expressed for legal matters or that would require
specialized investigation or knowledge beyond that ordinarily employed by real
estate appraisers, although such matters may be discussed in the report.

No opinion as to title is rendered. Data on ownership and the legal description
were obtained from sources generally considered reliable. Title is assumed to be
marketable and free and clear of all liens and encumbrances, easements, and
restrictions except those specifically discussed in the report.

The property is appraised assuming it to be under responsible ownership and
competent management and available for its highest and best use.

No engineering survey has been made by the Appraiser. Except as specifically
stated, data relative to size and area were taken from sources considered
reliable, and no encroachment of real property improvements is assumed to exist.

Maps, plats, and exhibits included herein are for illustration only, as an aid
in visualizing matters discussed within the report. They should not be
considered as surveys or relied upon for any other purpose.

No opinion is expressed as to the value of subsurface oil, gas, or mineral
rights and the property is not subject to surface entry for the exploration or
removal of such material except as expressly stated.

Testimony or attendance in court or at any other hearing is not required by
reason of rendering this appraisal unless such arrangements are made and
compensation is agreed in advance.

No soil studies covering the subject property were available to the Appraiser,
therefore, assumptions as to soil qualities employed in this report are not
conclusive but have been considered consistent with information available to the
Appraiser.

Earthquakes are not common in the area. No responsibility is assumed due to
their possible effects on individual properties unless detailed geological
reports are made available.

The property has been personally inspected by the appraisers so designated in
the Certification and have found no obvious evidence of structural deficiencies
except as stated in the report; however, no responsibility for hidden defects or
conformity to specific governmental requirements such as fire, building and
safety, earthquake, or occupancy codes can be assumed without provision of
specific professional or governmental inspections.

No consideration has been given in this appraisal to personal property located
on the premises unless specifically addressed within this report. Only real
property items have been considered unless specifically mentioned.


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Assumptions & Limiting Conditions (continued)

The rental areas herein discussed have been calculated in accord with standards
developed by the American Standards Association as included in Real Estate
Terminology.

This report is based, in part, upon information assembled from a wide range of
sources. An impractical and uneconomic expenditure of time would be required in
attempting to furnish unimpeachable verification in all instances, particularly
as to market related information, therefore, the incorporated data cannot be
guaranteed.

The dollar amount of any value opinion herein rendered is based upon the
purchasing power of the United States dollar existing at the date of value.

The Appraiser reserves the right to make such adjustments to the valuation
herein reported as may be required by consideration of additional or more
reliable data that may become available.

In the event this report is placed in the hands of a third party, such party
must be made cognizant of any and all limiting conditions resulting from the
basis of our employment and discussions related thereto as well as those set
forth herein.

When improvements are labeled proposed or when development type properties are
concerned, the property has been appraised subject to certain assumptions as to
the quality and nature of the completed buildings, tenant improvements, land
improvements or infrastructure. The basis for these assumptions were provided by
the client, his representative, or government officials. Any deviation from
these specifications will render the conclusions, which are based on those
assumptions, useless and void.

Hazardous substances, if present within a facility, can introduce an actual or
potential liability that will adversely affect the marketability and value of
the facility. Such liability may be in the form of immediate recognition of
existing hazardous conditions requiring correction and the future obligation
that can stem from the release of currently non-hazardous contaminants, such as
asbestos fibers or toxic vapors from urea formaldehyde foam insulation, through
aging or building renovations. In the development of our opinion of value, no
consideration has been given to such liability or its impact on value. The
Appraiser is not qualified to make an investigation to determine the possible
presence of toxic materials requiring either immediate or future correction.
There are experts in this special field who can conduct such investigations and
provide guidance regarding the impact of toxic materials that may be present in
the subject property.

Disclosure of the contents of this appraisal report is governed by the bylaws
and regulations of the Appraisal Institute. Neither all nor any part of the
contents of this report (especially any conclusions as to value, the identity of
the appraisers or the firm with which they are connected, or any reference to
the Appraisal Institute or the MAI, SRPA, RM, SRA, or SREA designations) shall
be disseminated to the public through advertising media, public relations media,
news media, sales media, or any other public means of communication without the
prior written consent and approval of the undersigned.

Moreover, except for the fee paid us in its connection, we do not assume any
responsibility or liability for direct, indirect, incidental or consequential
damages whatsoever resulting from errors due to human fallibility or to computer
hardware or software.


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                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS

LOCATION:                                   Shilo Inn
                                            1880 NW Sixth Street
                                            Grants Pass, Oregon

ASSESSOR'S PARCEL NO.:                      30076554 Map 36050822 Tax Lot 60300

PROPERTY RIGHTS APPRAISED:                  Fee Simple Estate

OWNER OF RECORD:                            Mark Hemstreet

PROPERTY TYPE:                              Existing 70-unit motel with outdoor
                                            swimming pool, sauna and steam room.

ZONING:                                     GC (General Commercial)

SITE AREA:                                  1.42 acres; (61,855 square feet)

IMPROVEMENTS:                               The subject improvements consist of
                                            a two-story wood frame building
                                            containing 70 guest rooms and 35,499
                                            square feet. Amenities include an
                                            outdoor swimming pool, indoor sauna
                                            and steam room.

HIGHEST AND BEST USE:                       As Vacant:    Commercial development
                                            As Improved:  Existing Use

VALUE CONCLUSIONS:

    Land Value:                             $325,000
    F, F & E:                               $175,000 ($2,500/room)
    Cost Approach                           $3,390,000
    Direct Sales Comparison                 $2,475,000
    Income Capitalization Approach          $2,500,000

    Final Value Estimate                    $2,500,000

ESTIMATED MARKETING TIME:                   Twelve Months

LAST DATE OF INSPECTION:                    November 14, 1996

DATE OF VALUE:                              December 1, 1996


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                                 [PHOTO OMITTED]

           Subject Property, 1880 NW Sixth Street, Grants Pass, Oregon



                                 [PHOTO OMITTED]

            Subject Property - Looking northwest from NW Sixth Street


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                                 [PHOTO OMITTED]

                      Typical View of Buildings and Parking


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                      Typical View of Buildings and Parking


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                                 [PHOTO OMITTED]

                               Registration Lobby



                                 [PHOTO OMITTED]

                                  Outdoor Pool


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                                 [PHOTO OMITTED]

                             Typical King Mini-suite


                                 [PHOTO OMITTED]

                                Typical King Room


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                                 [PHOTO OMITTED]

                                Double Queen Room


                                 [PHOTO OMITTED]

                              Typical Corridor View


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                                 [PHOTO OMITTED]

          Street Scene looking south on NW Sixth - Subject to the right


                                 [PHOTO OMITTED]

       Street Scene looking north on NW Sixth Street - Subject to the left


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                         IDENTIFICATION OF THE PROPERTY

The subject property is a Shilo Inn motel located at 1880 NW Sixth Street,
Grants Pass, Oregon, 97526. The subject is situated on an irregular shaped site
located on the west side of NW Sixth Street and contains 1.42 acres (61,855
square feet).

Legal Description

Metes and bounds description located in the addenda. The property is identified
by Josephine County Assessor on Map 36-05-8-22 Tax Lot 603.

                            PURPOSE OF THE APPRAISAL

The purpose of the appraisal is to express our opinion of the market value,
"As-is" of the Leasehold Estate, of the going concern, in the subject property,
as of the stated appraisal date.

                            FUNCTION OF THE APPRAISAL

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral for a proposed loan for
its underwriting purposes. This appraisal is intended to comply with the
requirements of the Uniform Standards of Professional Appraisal Practice
(USPAP), as promulgated by the Appraisal Standards Board of the Appraisal.

      o     May be relied upon by KeyCorp and Merrill Lynch Mortgage Capital
            Inc. in determining whether to make a loan(s) evidenced by a note
            ("Property Note") secured by the Property;

      o     May be relied upon by any purchaser in determining whether to
            purchase the Property Notes for these transactions from Merrill
            Lynch Mortgage Capital Inc.;

      o     May be relied upon by any Rating Agency in rating securities issued
            by Merrill Lynch Mortgage Capital Inc. and representing an interest
            in the Property Notes;

      o     May be included with and referred to in materials offering the
            Property Notes or an interest in the Property Notes for sale.

                                DATE OF VALUATION

The date of valuation is December 1, 1996. The subject and the comparables were
last inspected on November 14, 1996.

                              HISTORY AND OWNERSHIP

The property is presently owned by Mark S. Hemstreet who acquired the property
in April 1975 from International Dunes Co. There was no consideration indicated
on the deed. There are no sales or listings pending as of the appraisal date.


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                             SCOPE OF THE ASSIGNMENT

This appraisal has been made in accordance with the accepted techniques,
standards, methods and procedures as stated in the Uniform Standards of
Professional Appraisal Practice of the Appraisal Institute. The value set forth
herein was estimated after application and analysis by the Direct Sales
Comparison Approach to value and an Income Approach analysis using
capitalization and discounting methods.

The appraiser researched the market for sales of vacant land similar to the
subject's land. This was added to the estimated depreciated cost to build the
improvements to arrive at a reasonable Cost Approach to value. The subject
market area was surveyed to obtain an indication of overall market rents,
typical expenses and occupancy levels, in order to analyze the subject income
stream for the Income Approach to value. Additionally, sales of improved
properties similar to the subject property were analyzed to determine both the
demand for and to estimate market value of the subject property. The three
approaches were correlated to arrive at a final value. This is a complete
appraisal/self contained report. All the data gathered was verified and adjusted
according to superiority or inferiority relative to the subject property in
order to obtain a value indication for the subject property. The cost to
complete the planned renovation is deducted from each of the approaches to
arrive at an As Is value.

                         MARKETING AND EXPOSURE PERIODS

According to Korpacz Real Estate Investor Survey, Second Quarter 1996, the
average marketing time for national investment property is 9.89 months as
compared to 11.01 months a year prior. According to CB Commercial Investor
Survey, First Quarter 1996, the marketing time for hotels ranges between 6-18
months and averages 8.4 months. Sales used in our market approach analysis
indicate a range between 1 and 12 months marketing time. Hotel and motel brokers
indicate that properties similar to the subject are expected to have marketing
periods of approximately 9 to 12 months. This appraisal is based on a 12 month
marketing period. Exposure period is a retrospective indication of market time
and for the subject property is estimated to be the same as the marketing
period.

                      AMERICAN DISABILITIES ACT COMPLIANCE

The subject property is appraised without a specific compliance survey having
been constructed to determine if the property is or is not in conformance with
the requirements of the Americans with Disabilities Act (ADA). The presence of
architectural and communications barriers that are structural in nature that
would restrict access by disabled individuals may adversely affect the
property's value, marketability or utility.


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                            PROPERTY RIGHTS APPRAISED

The rights in realty are typically identified with respect to properties such as
the subject are the Fee Simple, Leased Fee, and Leasehold Estate. These are
defined as follows:(1)

Fee Simple Estate: An absolute fee; a fee without limitations to any particular
class of heirs or restrictions, but subject to the limitations of eminent
domain, escheat, police power and taxation. An inheritable estate.

Leased Fee Estate: A property held in fee with the right of use and occupancy
conveyed by lease to others. A property consisting of the right to receive
rentals over a period of time, plus the right of ultimate repossession at the
termination of the lease.

Leasehold Estate: A property held under tenure of lease. The right of use and
occupancy of real property by virtue of a lease agreement. The right of a lessee
to use and enjoy real estate for a stated term and upon certain conditions, such
as the payment of rent.

The property rights appraised within the context of this report are described as
the Fee Simple Estate.

                          HAZARDOUS MATERIAL STATEMENT

In this appraisal assignment, unless otherwise stated, the existence of
potentially hazardous material used in the construction or maintenance of the
building, such as the presence of toxic waste, which may or may not be present
on the property, was not observed by the appraiser; nor do we have any knowledge
of the existence of such materials on or in the property. The appraiser is not
qualified to detect such substances. The presence of potentially hazardous
insulation may have an effect on the value of the property. The value estimate
is predicated on the assumption that there is no such material on or in the
property that would cause a loss in value. No responsibility is assumed for any
such conditions, or for engineering or scientific knowledge required to discover
such materials. The client is urged to retain an expert in this field, if so
desired.

                              COMPETENCY PROVISION

We attest that the writer of this report has attained a level of competency
necessary to complete the assignment in a diligent manner, utilizing all the
commonly recognized analysis techniques considered normal for a prudent
evaluation effort. The reader is referred to the appraisers' qualifications in
the addenda for further confirmation of the appraisers' training and background.

- ----------
(1) Real Estate Terminology; American Institute of Real Estate Appraisers; Burl
N. Boyce, Ph.D.; Ballinger Company; 1975.


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Definitions

"(2) 'Market value'(2) means:

      (i) The most probable price which a property should bring in a competitive
      and open market under all conditions requisite to a fair sale, the buyer
      and seller, each acting prudently, knowledgeably and assuming the price is
      not affected by undue stimulus. Implicit in this definition is the
      consummation of a sale as of a specified date and the passing of title
      from seller to buyer under conditions whereby:

            A.    buyer and seller are typically motivated;
            B.    both parties are well informed or well advised, and each
                  acting in what he considers his own best interest;
            C.    a reasonable time is allowed for exposure in the open market;
            D.    payment is made in terms of cash in US dollars or in terms of
                  financial arrangements comparable thereto; and
            E.    the price represents a normal consideration for the property
                  sold unaffected by special or creative financing or sales
                  concessions granted by anyone associated with the sale.

      (ii) Adjustments to the comparables must be made for special or creative
      financing or sales concessions. No adjustments are necessary for those
      costs that are normally paid by sellers as a result of tradition or law in
      a market area; these cost are readily identifiable since the seller pays
      these costs in virtually all sales transactions. Special or creative
      financing adjustments can be made to the comparable property by
      comparisons to financing terms offered by a third party institution lender
      that is not already involved in the property or transaction. Any
      adjustment should not be calculated on a mechanical dollar for dollar cost
      of the financing or concession, but the dollar amount of any adjustment
      should approximate the market's reaction to the financing or concessions
      based on the appraiser's judgment."

      Going Concern Value

      According to the Dictionary of Real Estate Appraisal, Third Edition, going
      concern value is defined as: the value created by a proven operation;
      considered as a separate entity to be valued with a specific business
      establishment.

- ----------
(2) This definition of market value is predicated on the Uniform Standards of
Professional Appraisal Practice (USPAP) and fully complies with those
requirements mandated by the Office of Thrift Supervision (OTS), Office of the
Comptroller of Currency (OCC), Federal Deposit Insurance Corporation (FDIC),
National Credit Union Administration (NCUA), Federal Home Loan Bank Board
(FHLBB), and the Resolution Trust Corporation (RTC).


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                                  Regional Map

                               [GRAPHIC OMITTED]


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                                REGIONAL OVERVIEW
Location

The subject property is located in the City of Grants Pass, approximately 56
miles north of the California border, 245 miles south of Portland and 55 miles
east of the Pacific Ocean. Grants Pass, is located in the southwest section of
the state and is situated along the Rogue River. Grants Pass is surrounded by
the foothills of the Cascade Mountains and the Coastal Range and is the county
seat of Josephine County. Interstate 5, which runs through the city, is the
major transportation route linking all major West Coast cities from Mexico to
Canada. Elevation of Grants Pass is 952 feet.

Grants Pass has a temperate climate with mild temperatures averaging 30 degrees
in the winter and 88 degrees in the summer. Average rainfall amounts over the
last 50 years are 32.66 inches, similar to the San Francisco Bay area. The
average growing season is 163 days and snowfall amounts are minimal, less than
2.5 inches per year.

TRANSPORTATION

The area is accessed by Interstate Highway 5, a north/south freeway connecting
Seattle to the north and Los Angeles/San Diego to the south. State Highway 199
links Grants Pass to Northern California and the Southern Oregon Coast. Highway
238 runs south and connects Grants Pass to the Applegate Valley.

The city of Grants Pass is within 30 minutes of the major air terminal in
Medford, which serves both Jackson and Josephine Counties. There are two local
airports; one in Illinois Valley and one in Merlin, which is ten minutes from
Grants Pass. These two local airports serve the industrial, business and
recreational needs of the community. Rail Tex Railroad offers freight
transportation to both the city and the county. Greyhound Busline maintains
numerous regular schedules of passenger service from their Grants Pass terminal.

POPULATION STATISTICS

According to demographers at Portland State University, Josephine County's
population totaled 71,100 in 1995 with 19,660 people residing in Grants Pass.
The population of Grants Pass has experienced steady growth over the last six
years, increasing 12.4 percent since 1990 and outpacing the overall Oregon
growth rate by 2.4 percent. In-migration accounts for over 100 percent of the
overall growth in Josephine county as the number of deaths exceeds that of
births for the area. Area population is expected to continue in a growth mode
through the year 2000. A population trends graph is located on the following
page.


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            -------------------------------------------------------
                               Population Trends
                             1950-2000 (projected)

                             Jackson                 Josephine
                                    Percent                 Percent
            Year        Number      Change      Number      Change
            ----        -------------------     -------------------
            1950         58,510      61.1        26,542      62.8
            1960         73,962      26.4        29,917      12.7
            1970         94,533      27.8        35,746      19.5
            1980        132,456      40.1        58,855      64.6
            1990        146,389      10.5        62,649       6.4
            2000        180,000      24.3        81,000      29.3
            
            Source: 1950-1990; U.S. Census Bureau
                    2000; Employment Department
            =======================================================

LABOR FORCE AND UNEMPLOYMENT

Josephine County averaged 28,700 workers for 1995, slightly higher than 1994's
workforce. Since 1985 Josephine County's labor force has increased by 18
percent, rising by about 4,400 workers. This growth was much slower than the
decade from 1975 to 1985 when the labor force grew by 34 percent. Josephine
County's employment growth in the past decade was slower than neighboring
Jackson County due to the fact that wood products and other industrial layoffs
had a greater overall effect on the county's economy.

Unemployment rates for Josephine county were 8.2 percent as of September 1996.
This number is slightly higher then the 1995 rate of 7.8 percent and higher than
the statewide average of 5.0. This unemployment rate for Josephine county is
somewhat higher than statewide due to volatility in the wood products industry.
Other factors contributing to the current unemployment rate are seasonal
downturns in education sectors which will rebound in the fall. In the
non-manufacturing sectors, recent employment gains have been greatest in trade,
service industries and construction.

Unemployment in southern Oregon has fluctuated considerably during the past
decade. The rise and fall in unemployment reflects the national business cycle
and recent recession (1991-92) as well as mill closures and subsequent layoffs
in the wood products industry which have occurred since 1988. Unemployment rates
have generally declined since 1993 when unemployment rates were estimated at
10.4 percent. The lowest rate ever recorded in Josephine County was 7.1 percent
in 1988 and 1990.

In the Rogue Valley, the largest basic industries are agriculture, including
wholesale and retail distribution, lumber and wood products, and tourism. Other
generators of basic income tend to attract persons to the regions rather than
exporting of products outside the area. These sectors include in part, health
care, education, and federal land and resource management.


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REGIONAL OVERVIEW (continued)

The total number of non-farm jobs in Jackson and Josephine counties has
increased by 23,000 jobs over the past decade, a gain of nearly 40 percent. Most
of that gain has occurred in the area's non-manufacturing industries, especially
trade and services. The number of manufacturing jobs has increased very little
due to job losses in the lumber and wood products industry. However, employment
outside the timber industry has increased with gains in such durable goods
sectors as fabricated metals and machinery, scientific and measuring equipment,
and transportation equipment connected with the aircraft business.

As stated earlier, most of the employment growth in the Rogue Valley area and
specifically in Jackson and Josephine counties, has occurred in
non-manufacturing sectors. Employment in trade has increased by 50 percent since
1985, expanding to nearly 25,000 jobs from just over 16,000 ten years ago. Such
firms as Target, Montgomery Ward, Costco, Fred Meyer and Wal-Mart have
established outlets in the two-county area in the past decade. Growth has also
occurred in wholesale trade, restaurants, general merchandise stores, grocery
stores, and building supply stores to name a few. Employment in services
expanded by 70 percent over the past decade with a large portion of that growth
occurring in health care related fields. Other segments within the service
industry experiencing growth include places of lodging, entertainment and
recreation, business and personal services, social services and professional
services. Gains of over 20 percent have also been noted in government employment
over the last ten years.

EDUCATION

Josephine County and Grants Pass have a good primary and secondary education
system. There are a total of 16 elementary schools, 5 middle schools, and 4 high
schools in its two districts. There are over 20 private and parochial, as well
as many independent, vocational and pre-schools. Rogue Community College serves
Josephine County and is a two-year accredited public community college. It
offers vocational and technical instruction, lower division collegiate transfer
programs and adult basic education. Southern Oregon State College is a four-year
accredited college located 40 miles south of Grants Pass in Ashland.

TOURISM AND TRAVEL

Tourism is one of the fastest growing industries in the Pacific Northwest. While
it is difficult to track the number of visitors to the Grants Pass area due to
the variety of entry modes, statistics compiled by the Portland Oregon Visitors
Association indicate significant growth in visitor inquiries every year. In the
long-term, tourism in the Pacific Northwest should benefit from national trends
toward increased vacation time and personal income, and from a surge in visitors
traveling to and from Asia. Popular tourist attractions in or near the Grants
Pass area include the Rogue River offering jetboat trips, rafting, kayaking,
fishing, water skiing, swimming, and gold panning. Other area attractions are
Crater Lake, The Oregon Caves, and nearby Redwood forests. In addition to these
National Parks, the local area offers many city and county parks for tennis,
swimming, hiking and camping.


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REGIONAL OVERVIEW (continued)

ACCOMMODATIONS

Over 30 motels with approximately 1,600 rooms and seven bed and breakfast inns
in the immediate area serve a large seasonal tourist population. In addition,
there are many motels, cabins and bed and breakfast inns along the scenic Rogue
River. Information on transient room tax revenues provided by the City of Grants
Pass indicates a significant increase over the last ten years. Revenues from
transient room taxes for fiscal year 1985-86 indicate a total revenue of
$243,092 from a six percent tax. Revenues in fiscal year 1995-96 were $560,997
at a seven percent tax rate. This represents a 130% increase over the last
decade, or an average increase of 13% per year.

SUMMARY

The Grants Pass area is located on Interstate 5 with good regional access to
northern California as well as the major metropolitan areas of Oregon. The
economic base is becoming more diverse as jobs outside the traditional wood
products industries become more prevalent. The area enjoys a year-around mild
climate and is viewed as an attractive place to live. The predicted pattern of
growth will likely remain strong; similar to past growth rates. A steady but
reasonable growth in population is foreseen.

Barring any unusual adverse economic conditions, the property under appraisement
is located in an area that will provide a stable environment for economic
growth, real estate development and associated real estate services. The natural
resources and scenic attractions of the area will provide a strong base and will
continue to draw people to the area both as tourists and residents.


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                                NEIGHBORHOOD MAP

                               [GRAPHIC OMITTED]


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                              NEIGHBORHOOD OVERVIEW

The subject property is located in the City of Grants Pass at 1880 NW Sixth
Street. This location is approximately three blocks south of Interstate 5 and 2
miles north of the downtown Grants Pass central business district. Sixth Street
is a one-way street southbound and Seventh Street, located one block east, is
the corresponding one-way street northbound. These streets link with downtown
Grants Pass to the south and Interstate 5 to the north. This interchange is the
principal arrival point for vehicles approaching Grants Pass from the north.
Local and regional access is considered to be good.

The neighborhood south of I-5, along Sixth and Seventh Streets, consists
primarily of various commercial uses. This area can best be described as a
typical strip commercial neighborhood. Development immediately south of
Interstate 5, around the inter-connecting streets of the interchange, has
developed with transient-related commercial uses. These uses include fast food
restaurants, service stations, motels, sit-down restaurants and related
commercial uses. National franchises include Wendy's, McDonald's, Denny's, Taco
Bell, Burger King and Kentucky Fried Chicken. Motels in the immediate area
include Motel Orleans, The Golden Inn, Royal Vue and Sweet Breeze Inn. Several
other older motels are located south of the subject but are not considered to
represent any degree of competition due to age, inferior quality and condition.

Immediately north of the subject property is an AM PM Mini-market/gas station
and Bee Gees restaurant. Across Sixth Street is a vacant auto dealership with
frontage on both Sixth and Seventh Streets. To the south is a small office
building. Continuing south, development consists of an automobile dealership, a
newer non-smoking motel, several old motels, and various retail store buildings,
small offices and miscellaneous commercial and residential uses. Similar
development exists along Seventh Street. Development becomes less intense,
consisting of older single family residences, multi-family uses and small
commercial uses for approximately one mile until reaching the periphery of the
downtown business district.

The subject property is located in a highly developed, prime commercial district
in the north section of Grants Pass. The proximity of Interstate 5, and the
associated full interchange, has provided transient traffic requiring commercial
services, including lodging. This neighborhood has developed over the past 10 to
20 years with necessary commercial services. The increase in tourism and
commercial traffic during the past decade has resulted in intensive commercial
development. This development serves both travelers and local consumers. There
are no adverse influences noted.


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                             Hotel Industry Overview

Shilo Inns Company is in the competitive limited-service hotel market. According
to Trends in the Hotel Industry, 1996, this segment of the lodging industry saw
a proliferation of new properties in the mid-1980s. It was seen as a favorable
segment with guest rooms that are frequently superior to full-service hotel
rooms at one-half to two-thirds the rate. For hotel managers the properties are
simple to operate and for ownership and lenders, they provide higher profit
margins and lower risk. The limited service hotel segment appears to have
matured and is lagging the industry as a whole but have still achieved in 1995
an aggregate occupancy of 70 percent and average room rates increased 5.9
percent and 41.8 percent average operating profit. Its market demand is reported
at 51.4 percent tourist and 45.8 percent business with the balance allocated to
conventions and conferences.

Shilo Inns typically provides an example of a good limited service hotel
property. Their hotels typically have clean and modern properties with good
access, exposure and on-site parking. The interiors typically contain a
comfortable lobby with check-in counter, one or more meeting rooms, fitness
center, swimming pool, spa, as well as satellite TV, airport shuttle service and
free daily newspapers. Major competitors to the Shilo Inn chain in its market
place include Holiday Inn Express, Comfort Suites, Phoenix Inns, Radisson,
Ramada and some Best Western franchises. The Residence Inns and Marriott
Courtyards cater to a higher priced market sector and are above the subject
segment.

The national limited-service hotel market is experiencing steady growth after
several years of sluggish economic conditions. Overall, market conditions are
continuing to improve, occupancies are higher, concessions are decreasing, and
revenues are beginning to rise. Gross Domestic Product, often an indicator of
travel patterns, is projected to grow at 2.5 percent to 3.0 percent in 1996.
Hotel occupancy for the nation is expected to rise to 71.2 percent, while the
average daily rate is anticipated to grow to $88.10. In general, modest but
stable growth and little inflation are likely to characterize the regional
economy in 1996 and 1997. The following table shows a summary of the US Lodging
Industry's 1995 Regional Performance:

- --------------------------------------------------------------------------------
                                  Occupancy               Average Daily Rate
- --------------------------------------------------------------------------------
                          1995      1994   Variance   1995     1994    Variance
                          ----      ----   --------   ----     ----    --------
  New England            74.3%t    72.0%     3.2%   $131.90  $125.23     5.3%
  Mid Atlantic                                     
 North Central           69.6%     68.6%t    1.3%     82.59    79.41     4.0%
 South Atlantic          70.1%     68.2%t    2.8%     80.51    77.88     3.4%
 South Central           68.7%     67.7%t    1.5%     68.39    65.61     4.2%
Mountain/Pacific         71.4%     70.1%     1.7%     87.69    83.70     4.8%
   Nationwide            70.6%     69.2%     2.0%   $ 85.92  $ 82.21     4.5%
================================================================================
Note: Average property size = 210 rooms                   Source: PKF Consulting


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Hotel Industry Overview (continued)

Investors are seeking limited-service hotels with upside potential in many
regions of the country, including the Mountain and Pacific Regions, which
encompasses the states west of the Continental Divide. 1996 and 1997 are
forecast to have an annual average demand growth rate of 3.6 percent to 3.8
percent and RevPAR (room revenue per available room) growth of 5.2 percent to
7.3 percent according to the April 1995 issue of Coopers & Lybrand's Hospitality
Directions. Further, this region outstripped the rest of the country in Rooms
Demand with a 3.7 percent average percent change and a modest supply increase of
only 1.6 percent as shown in the table below.

      ==============================================================
                                  Rooms Demand        Rooms Supply
                                Average percent      Average percent
                                    Change               Change    
      --------------------------------------------------------------
      New England                    2.5%                 1.2%
      South/Middle Atlantic          3.1%                 1.4%
      East South/North Central       3.4%                 1.6%
      WestSouth/North Central        3.2%                 1.3%
      Mountain                       3.7%                 1.6%
      Pacific                        2.8%                 2.8%
      ==============================================================

Investors cite improving operating results, a limited new full-service supply,
and the relative scarcity of new development financing as influencing factors
underlying the strong interest in this segment. In fact, many investors have
stated that full-service hotels are considered the best hotel investment
opportunity for 1996. In late 1995, investors were purchasing limited-service
hotels at 70 percent of replacement cost; however, the inventory of quality
full-service hotels is dwindling and competition is increasing. One of the more
desirable acquisition targets is re-flagging a property in a major hotel chain
that commands immediate brand name recognition and offers strong reservation and
marketing systems.

New construction activity is expected to surge as investors target secondary and
tertiary locations where an aging room supply exists and many operators are
unwilling or unable to invest in room modernization. New construction between
1995 and 1997 is expected to be 40 percent higher than 1990 to 1993. Supply
growth will edge up approximately 1.5 percent in 1996 and 1997, but is still
below the 2.4 percent average growth rate that prevailed in the 1970s.

Renovation costs are a significant consideration in hotel investors'
determination of price/value and return requirements. The majority of market
participants anticipate that soft goods refurbishment be completed every five to
seven years and a total refurbishment be completed every 10 years. In factoring
these costs into price/value, investors typically attempt to discount them from
the price/value; however, they are not always successful. An investor who
intends to purchase a property, upgrade and reposition it will forecast higher
renovation and property improvement costs than one who is not seeking to
"reflag" the property. Thus, the first investor of an older property has less
room for negotiation.


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Hotel Industry Overview (continued)

Investors continue to base pricing on historical 12-months cash flow and are
less willing to pay for any upside potential. Nearly 58 percent of participants
in a recent Coopers & Lybrand's poll reported that they capitalize their prior
12 months income.

Investors also prefer fee simple purchases to ground leases; however, in high
density locations such as the central business district or airport areas, ground
leases are generally in-place. Almost all investors look at the potential of
buying out the lease or renegotiating the terms. Leases tend to be calculated on
either a fixed payment or a percentage of revenue basis, with investors shying
away from percentage payments.

The following table shows a summary of major hotel transactions. The survey was
conducted by Hospitality Associates and covers the years 1991 to 1995. There is
a clear trend showing both increased activity and prices paid since 1992 when,
many believe, the market bottomed out for hotel sales.

   =======================================================================
   Year        Number of           Number of        Average Price Per Room
              Transactions           Rooms
   -----------------------------------------------------------------------
   1995            107               38,135                $83,000
   1994             83               30,452                 76,000
   1993             40               15,825                 74,000
   1992             41               17,219                 63,000
   1991             52               15,806                 87,000
   =======================================================================

While financing has been constrained in past years, debt financing sources have
begun to ease credit terms and Wall Street firms and institutional money sources
are targeting hotel investments. Lenders who are active in hotel debt financing
include insurance companies, banking institutions, and finance/credit companies
such as Finova Capital Corporation, Heller Financial, and GE Capital
Corporation. Publicly traded companies such as Host Marriott, Prime Motor Inns,
and Felcor Suite Hotels are aggressively pursuing acquisitions. Many lenders are
offering secondary financing above 80 percent loan to value ratios. REITs are
becoming aggressive in purchasing hotels. This is especially true of Patriot
American Hospitality, Inc., the largest REIT, which filed an initial public
offering (IPO) with the SEC in late September 1995 and raised more than $350
million.

As a result of increased financing availability, investors have benefited by
more favorable long-term financing. For instance, the first quarter 1995,
American Council of Life Insurance Companies` (ACLI) average interest rate was
9.41 percent. Typically loans are indexed to the prime rate, treasury rate or
LIBOR. The range of loan amortization is from 15 to 25 years with 20 years being
average. A typical loan-to-value ratio is 50 percent to 75 percent with the
average reported at 63 percent. Debt-coverage-ratios have ranged between 1.25
percent to 1.50 percent with 1.40 percent being average.


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Hotel Industry Overview (continued)

Full-service hotels are considered most vulnerable to new competition,
particularly from newly built, limited-service chain hotels. In addition, they
suffer from operating deficiencies, including high property operation and
maintenance costs, utility expenses, and upgrading, which erode profitability.
Because it is likely that new construction funds will increase the competitive
supply of both limited and full service hotel rooms by late 1996 and 1997,
owners of older properties are advised to reinvest in the physical plant to
cement guest loyalty. Owners are now beginning to realize that historical
reserve funding levels, typically between 3 percent to 4 percent of total
revenues, are insufficient to fund necessary capital improvements over the life
of a property. Actual capital expenditures for well-maintained properties often
exceed 7 percent of total revenue.

Job growth, the most important indicator of sustained demand for real estate,
continues to substantially trail general economic growth. In fact, many are
calling our current economy a "jobless recovery." No immediate acceleration is
anticipated, due to factors such as improved productivity in many industries and
overall caution on the part of employers.

As stated, it is likely that additional sources of capital will provide
opportunities. Further, many market participants believe that rising inflation
with have a positive net effect on earnings as room revenue is expected to
out-strip increases in operating costs. Trade agreements such as GATT should
have a positive effect on the hotel industry, and the advent of low-cost
airlines will promote more travel and higher occupancies.

New ideas, especially new ideas in technology, continue to be one of the
industries in which the US is remaining competitive in global markets. As the US
achieves a higher level of technology, the hospitality industry has the
opportunity to implement this technology in areas where guests need it most:
checking into the hotel, and communications. Adopting new technology is an
opportunity for hotels to remain competitive and maintain and expand their
customer base. For instance, AT&T's telecommunication package, "Guest Works,"
improves call-processing, accounting and provides specialized voice messaging
through a server.

Selling expenses typically range from 2.5 percent to 5.0 percent of the total
purchase price. According to a national hotel/motel brokerage firm located in
Southern California, the marketing period for limited-service hotels ranges from
3.0 to 12.0 months with an average of 9.0 months. An average 90-day closing
period is typical (from the time a hotel is put under contract to closing).

The early 1990s have been cruel to the hospitality industry, but Shilo Inns has
gone against the grain.(3) Big national chains have been fighting to keep
troubled properties. Many retreated from hotel ownership to seek a relatively
safe haven as hotel management companies. Small independent operators, seeking
security in numbers, flocked to join national franchises.

- ----------
(3) "Portland Business Journal," May 31, 1993, Vol. 10, No. 14, p. 13.


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Hotel Industry Overview (continued)

The Shilo Inn capitalized on its regional identity and superior reputation to
make gains in its market areas. Mr. Mark Hemstreet, the owner and head of this
privately held company was quoted saying, "I'll take consistent management and a
good product any day over a good location. If guests are greeted with friendly
service and nice clean rooms, they'll come back to Shilo again and again." With
46 hotels and motels, Shilo has become a formidable chain in the West, owned by
just one person making it the 102nd largest lodging company in the world. The
company has about 2,000 employees in nine Western states. Shilo's "affordable
excellence" promotion strategy appears to have been successful in retaining its
core customer base. Shilo's size enables the company to not only get economies
of scale enabling its successful advertising and referral network, but also it
eliminates the need to associate with a costly franchise.

Mr. Hemstreet's willingness to invest in what may be considered secondary
locations goes against the trend of national operators. This provided Shilo Inns
with a competitive advantage, bringing them to maturing markets ahead of the
competition and providing a regional network of lodging facilities to service
their loyal guest base. They appeal to business travelers and tourists alike.
Further, Shilo Inns has continued to invest in renovation and upgrade of older
properties and has superior maintenance and replacements programs. Shilo Inns
has an effective company credo: to deliver consistently high standards from
friendly, efficient, and dedicated employees; and to provide clean, comfortable
and affordable accommodations.(4)

In general, we can conclude that the hotel industry is experiencing the best
growth since the trough of 1992. Increases in occupancies, average daily room
rates, and profitability has been reported throughout the industry in all market
segments. The following chart and accompanying table shows five key indications:

o     Average Daily Rate Change Rate

o     Operating Expense Change Rate

o     Free & Clear Equity Capitalization Rate

o     Residual Capitalization Rate

o     Free & Clear Equity Internal Rate of Return

- ----------
(4) "Oregon Business," October, 1993, Vol. 16, No. 10, p. 32.


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Hotel Industry Overview (continued)

                       National Full-Service Hotel Market
           From Coopers & Lybrand L.L.P. -- "Hospitality Directions"

                               [GRAPHIC OMITTED]

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
            4th Qtr,'93  1st Qtr,'94  2nd Qtr,'94  3rd Qtr,'94  4th Qtr,'94  1st Qtr,'95  2nd Qtr,'95  3rd Qtr,'95  4th Qtr,'95  
- -------------------------------------------------------------------------------------------------------------------------------
<S>            <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>   
ADR Chan       0.0278       0.0329       0.0315       0.0322        0.035        0.037       0.0383       0.0391       0.0417
- -------------------------------------------------------------------------------------------------------------------------------
Op. Exp. C     0.0344       0.0363       0.0354       0.0336       0.0355       0.0352       0.0345       0.0351       0.0348
- -------------------------------------------------------------------------------------------------------------------------------
Equity Cap     0.1143       0.1148        0.115       0.1127       0.0992       0.1073       0.1088        0.109       0.1065
- -------------------------------------------------------------------------------------------------------------------------------
Residual C     0.1189       0.1148        0.115        0.114       0.1014       0.1086       0.1088       0.1078       0.1067
- -------------------------------------------------------------------------------------------------------------------------------
Equity IRR     0.1505       0.1533        0.155       0.1575       0.1567       0.1523       0.1475       0.1496       0.1505
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

o     Average Daily Rate Change Rate

This rate expresses the percentage change in the Average Daily Room Rate. Like
the capitalization rate change, there is a clear trend expressed by the ADRs. In
this case, the trend shows a steady increase in rates. Every quarter since the
2nd Quarter, 1994 has shown incremental increases with an average quarterly
increase of 3.64 percent.

o     Operating Expense Change Rate

Operating Expenses as a percent of revenues have stayed relatively flat or
stable at about 3.5 percent. This indicates that there are economies of scale in
larger revenues since operating expenses can be limited to a stable proportion
of revenues.


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Hotel Industry Overview (continued)

o     Free & Clear Equity Capitalization Rate

In contrast to the stability of the IRR, the Equity Capitalization rate (i.e.,
overall rate) is showing evidence of decline. A declining capitalization rate
indicates that investors are willing to accept a lower return from their
investment. It has been shown in the above narrative that sales have been
increasing. More purchasers in the market-place means more competition for a
finite supply, thus prices are increasing and investors must be willing to
accept a lesser capitalization rate. This type of trend encourages new
construction which, depending upon the extent of the construction, may stabilize
or even reverse the capitalization rate trend. It is not a given, however, that
occupancies and room rates will continue to increase. Based on available
information, it appears that the favorable trend will continue into 1997 and,
perhaps, beyond.

o     Residual Capitalization Rate

As would be expected, residual capitalization rates have declined consistent
with equity (or overall) capitalization rates

Summary

A dramatic strengthening of industry profits may be expected for 1996 and 1997
given the Coopers & Lybrand forecast. Major contributing factors include healthy
revenue expansion, modest increases in major expenses, continued productivity
gains, and below-average supply growth. Profits per available room are projected
to rise to $2,900 in 1996, and $3,500 in 1997.

There is a significant need to maintain and modernize older full-service hotels.
Shilo Inns has made a commitment to maintaining high-quality, attractive hotels.
Shilo has taken a "saturation" approach to expansion by locating throughout the
Pacific Northwest. Although not a franchise, the Shilo Inns name is recognizable
and has a loyal following. The Shilo Inn name is certainly beneficial in this
region and probably largely responsible for the success of the
off-the-beaten-path locations. Because Shilo is privately owned and Mark S.
Hemstreet is truly an industry insider, it is likely that Shilo Inns are better
managed due to his oversight.

Overall economic trends are positive in the Pacific Northwest and surrounding
regions. This is contributing to the growth in the lodging industry and these
trends appear to be sustainable through the few years. New additions of supply
are expected to provide stiff competition to existing properties and much of
this is coming from Holiday Inn Express and some Comfort Suites. However, Shilo
Inns typically have one of the best locations in its local market areas and with
their efficient management and continuos maintenance programs they should be
able to maintain their market share, if not increase it at the expense of less
competitive properties. Clearly, the trend in the limited service lodging
industry continues to be towards "suite" properties. Shilo Inns has many such
properties and generally provide good size rooms with market desired amenities
at an affordable price. Given the positive economic trends in the many of the
markets Shilo Inns is located, central reservation system, large guest following
and solid management structure with efficiencies in purchasing and marketing it
is reasonable to conclude that the Shilo Inns will continue to be a successful
chain with a positive outlook for the foreseeable future.


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                                SITE DESCRIPTION

The land area, according to Josephine County Assessor's Office, is 61,855 square
feet, or approximately 1.42 acres. The site has 100 feet of frontage along Sixth
Street. The site has a moderate slope beginning at the eastern side and sloping
gradually towards the west for nearly 40 feet. There is then a brief, steeper
slope, with the balance of the property mostly level.

Visibility and Access

The subject site has good visibility and good access. Principal access to the
site is via a driveway at the northeast portion of the site accessed from NW
Sixth Street. All departing traffic from the site must travel south on Sixth
Street, which provides for one-way traffic. Northbound travel from the site is
provided by Seventh Street, located is one block east. The site has good
visibility from Sixth Street and is located in close proximity to the major
Interstate 5 interchange servicing north Grants Pass.

Off-Site Improvements

Sixth Street is a major east/west arterial street which has a 60 foot right of
way and is improved with two lanes of traffic in the southbound direction. Sixth
Street is improved with sidewalks, gutters, curbs and streetlights.

Topography and Drainage

The subject lot is gently sloping to level and appears to have good drainage.
The site is not located in a F.E.M.A. designated flood hazard zone. It is
located in Zone C which does not require flood insurance.

Surrounding Uses

The neighborhood immediately surrounding the subject site is comprised of
primarily commercial uses consisting of retail stores, restaurants, motels and
service stations. These uses are complimentary in nature and do not negatively
affect the subject property.

Zoning

The subject property is zoned GC (General Commercial) by the City of Grants
Pass. This designation allows for a variety of commercial uses including hotels
and motels. Based on our review of applicable codes, the subject motel appears
to conform to current code requirements.

Soils

No soils report was provided. It is assumed that the subject soils have of
adequate load-bearing capacity. No contamination was noted on-site. The adjacent
AM/PM mini-market- gas station is modern. It is assumed that this facility is
equipped with tank monitoring devices and does not pose an environmental hazard
to the subject property or the immediate area. Based on our inspection of the
subject land and improvements (as well as the surrounding land uses), the soil
and subsoil appears to be capable of supporting all zoning code permitted land
uses without any abnormal soil preparation. 


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SITE DESCRIPTION (continued)

Utilities

All utilities are available to the subject site. Utilities include water,
natural gas, electricity, sewer and telephone. Water, sewer, and storm drain
services are provided by the city of Grants Pass. Electrical service is provided
by Pacific Power and Light, Natural Gas is supplied by C.P. National and
Telephone service is provided by Pacific Bell Telephone and U.S. West
Communications. The level of service adequacy is considered good and consistent
with the level provided to the surrounding community.

Easements

The property is subject to a variety of easements. These include municipal
easements to allow normal installation and maintenance of utilities. There is an
easement for maintenance of a ditch over and across the premises for conveyance
of irrigation and drainage water, and there is a right-of-way easement in favor
of Pacific Power and Light Company for the purpose of maintaining utility
services. There are no noted adverse easements or encroachments noted affecting
the subject or surrounding properties.

Assessment and Taxes

According to the Josephine County Assessor, the subject assessment and property
taxes for the 1995/1996 tax year are as follows.

================================================================================
      APN             Land       Imprvmnts     Total        Taxes      Tax Rate
================================================================================
  36050822-603      $316,670    $1,512,060   $1,828,730   $24,439.51    1.336%
================================================================================

Taxes are based on annual assessments set by the county assessor. The tax rate
throughout all counties of Oregon has decreased over the past five years as a
result of Measure 5. The result of this initiative has been generally stable to
slightly lower taxes. However, this tax year is the final mandated reduction of
tax rates. It is likely that taxes will remain stable, or increase slightly,
based upon voter-approved increases in the bonded indebtedness of the county.

Conclusion

After careful consideration of the foregoing factors, the Appraisers believe
that the subject site is suitable for the existing hotel improvements and
conforms within current zoning codes.


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                                    PLAT MAP

                               [GRAPHIC OMITTED]


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                             IMPROVEMENT DESCRIPTION

Structures

The subject consists of a two-story, two building motel complex, which contains
70 guest rooms, meeting room, spa, sauna, steam room, and housekeeping rooms.
The gross building area is approximately 35,499 square feet. The smaller
detached building contains the lobby, front desk, offices and the manager's
apartment. This building sits on the southeastern corner of the site, is single
story and resembles the larger structure in architecture and design.

The building is constructed with wood framing above a concrete foundation.
Interior walls are gypsum board. The roof cover is wood shake, and windows are
primarily double pane. Heating and cooling are provided by
individually-controlled through-wall package units in the guest rooms, and by a
central heat pump serving the lobby and other common areas. There is no elevator
service provided or needed.

The guest rooms of the motel are classified into four room types with varying
views and configurations. The breakdown of guest units is shown in the following
table.

Please note that these square foot numbers are approximations made by the
Appraiser from field measurements. On the pages following the Improvement
Description discussion are representative Site Plans of the subject. These are
general representations and are not completely to scale nor are they completely
accurate as to the existing physical conditions. The major building components
for the buildings are described as follows:

Size                                70 Rooms

Room Type:                          55 Double Queens
                                      5 King
                                      6 Mini-suites
                                      4 Single Queens

Meeting Rooms:                      One

Recreational Facilitates:           Sauna, Steam Room, Outdoor Pool

Gross Building Area:                35,499 Sq.Ft.

Average Room Size:                  490 sq. ft. gross

No of Stories:                      Two

Parking:                            74 spaces

Year Built:                         1973-74, Remodeled 1983 and 1995-96


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IMPROVEMENT DESCRIPTION (continued)

Foundation:                         Reinforced concrete footings

Floor Structure:                    Slab on grade and wood subfloor system on 
                                    upper level
Exterior Walls:                     Wood T1-11 with wood framed doors and 
                                    windows

Roof Structure:                     Wood deck with wood shake shingles

Interior Construction:              Wood frame partitions with painted drywall
                                     cover, carpet, ceramic and vinyl tile floor
                                     coverings, incandescent and fluorescent
                                     lighting.

Lobby:                              Carpeted floor covering with open ceiling,
                                     front desk, guest seating area, decorative
                                     furnishings, and business office.

Guest Rooms:                        Painted and papered drywall walls and
                                     ceiling, carpet in guest room aluminum
                                     windows

Elevators:                          No elevator service is provided or required.

Stairwells:                         Three interior stairwells

HVAC:                               Individual wall mounted package HVAC with
                                     temperature control. Central system for
                                     common areas and lobby

Fire Protection:                    Fully sprinklered throughout, smoke
                                     detectors, fire alarm, emergency lighting,
                                     emergency generator

Site Improvements:

The site improvements include asphalt paved driveway and parking areas. Pool,
deck, concrete parking bumpers with stripping, landscaping, trash enclosures.
Building mounted exterior lighting.

Remarks

The improvements are in good condition and are well maintained. They are well
designed and functional in layout with good utility and guest appeal. The
physical condition of the subject improvements is good overall. Rooms have been
updated with floor covering, interior decorating and furnishing within the last
year.


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IMPROVEMENT DESCRIPTION (continued)

Depreciation

The physical age of the subject property is approximately 22 years and it is in
good condition, superior for its age. It was remodeled extensively in 1995-96.
According to building industry sources the expected life of similar improvements
is 50 years. Based on our analysis it is estimated that the subject has an
effective age of 15 years and a remaining useful life of 35 years.

Functional Features

The subject complex is well designed for motel use. The improvements are of
average to good quality and good condition. The layout of the improvements and
room size are appealing and considered adequate within its market place. The
improvements do not exhibit any significant functional obsolescence.

Furniture, Fixtures & Equipment

The guest rooms are furnished with typical modern furnishings which include bed,
side tables, dresser, chair, table, television and telephone. They include all
the furnishings, linens and supplies, cleaning and house keeping equipment,
business office and front desk equipment, furnishings and related personal
items. We have estimated these personal property items at a depreciated
replacement value of $2,500 per room, or $175,000.


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                                    Site Plan

                               [GRAPHIC OMITTED]


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                                    Site Plan

                               [GRAPHIC OMITTED]


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                                    Site Plan

                               [GRAPHIC OMITTED]


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                          HIGHEST AND BEST USE ANALYSIS

The Appraisal Institute defines highest and best use as follows:

      "The most profitable likely use to which a property can be put. The
      opinion of such use may be based on the highest and most profitable
      continuous use to which the property is adapted and needed, or likely to
      be in demand in the reasonably near future. However, elements affecting
      value that depend on events or a combination of occurrences that, although
      in the realm of possibility, are not fairly shown to be reasonably
      probable, should be excluded from consideration. Also, if the intended use
      is dependent on a uncertain act of another person, the intention cannot be
      considered.

      "That use to which the land may reasonably be expected to produce the
      greatest net return to land over a given period of time. That legal use
      which will yield to land the highest present value. Sometimes called
      'optimum use.'"

In estimating highest and best use, there are essentially four stages of
analysis:

            1.    Possible Use. What uses of the site in question are physically
                  possible?

            2.    Permissible Use (legal). What uses are permissible by zoning
                  and deed restrictions on the site in question?

            3.    Feasible Use. Which possible and permissible uses will produce
                  a net return to the owner of the site?

            4.    Maximally Productive Use. Among the feasible uses, which use
                  will produce the highest net return or the highest present
                  worth?

The highest and best use of the land (or site) if vacant and available for use
may be different from the highest and best use of the improved property. This is
true when the improvements are not an appropriate use, but it makes a
contribution to the total property value in excess of the value of the site.

The following tests must be met in estimating the highest and best use. The use
must be legal; the use must be probable, not speculative of conjectural; there
must be a profitable demand for such use; and it must return to the land the
highest net return for the longest period of time. These tests have been applied
to the vacant property. In arriving at the estimate of highest and best use, the
subject site was analyzed as vacant and available for development.


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1880 N.W. Sixth Street, Grants Pass, OR
- ---------------------------------------


HIGHEST AND BEST USE ANALYSIS (continued)

As Vacant

Possible Use. The first constraint is the constraint dictated by the physical
characteristics of the site. The size and location within a block have a
determining effect on the site's value. In general, larger sites and corner
locations enable a developer to achieve economies of scale and allow flexibility
in building design.

The subject site is a large interior parcel with access from NW Sixth Street. It
is irregular in shape and slightly below street grade. Its shape and location
allows for good functional utility. All utilities are available to the site. The
frontage is somewhat limited and the site is deep, wrapping around to the rear
of the adjacent north property. Therefore, the physical aspects of the site
would eliminate certain commercial uses which require high traffic, such as fast
food and service stations. However, restaurants, office buildings and
hotel/motel facilities are the most likely use due to access and no need for
high visibility. Signage can produce the necessary visibility for uses of this
type.

Permissible Uses. Two types of legal restrictions apply to the subject property:
private restrictions (deed restriction easements) and public restrictions
(namely, zoning). The existing utility easements are of no consequence to the
development of the site.

The subject is zoned GC (General Commercial) by the City of Grants Pass.
Generally, this zoning designation allows for a variety of commercial retail,
office and similar uses. This designation does not allow for residential or
industrial uses.

Feasible Uses. The property is most usable for commercial development due to its
surrounding uses and location. There is sufficient demand for commercial
properties similar to the subject as demonstrated by the occupancy and income
levels of surrounding properties.

Maximally Productive Uses. Of the permitted uses, a commercial use, such as
restaurant, hotel/motel or other commercial use not requiring substantial
frontage or visibility would take advantage of the Interstate 5 freeway
interchange and surrounding trends. Therefore the highest and best use of the
site, as vacant, is for commercial development.

As Improved

The subject property is improved with a 70-unit motel complex. This use has been
continuous for the past twenty-two years. In view of the physically possible,
legally permissible and financially feasible uses of the site, the existing use
is considered to represent the highest and best use as improved.


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                                    VALUATION

There are three approaches to value which will be employed in the analysis: the
Cost Approach including land valuation and construction cost analysis; Direct
Sales Comparison Approach evaluating sales of similar properties; and an Income
Approach based upon the property operating at stabilized income levels.

Cost Approach

In the appraisal process, the Cost Approach requires an analysis of sales of
similar parcels of land to arrive an estimate of market value for the subject
site. An estimate is then made as to the cost to replace the subject's
improvements at today's costs using reliable sources of cost data. Depreciation
or obsolescence from all causes is estimated based on the experiences of similar
properties. Depreciation is then deducted from the replacement costs as new to
arrive at the present worth of the improvements and the site.

Market Approach (Direct Comparison Approach)

This is an appraisal procedure in which the value estimate is predicated upon
prices paid in recent market transactions. Listings and offerings of property
may also be utilized in this analysis, however, the use of listings is limited
since the property has not met the full test of the market and usually tends to
set the upper limit of value. The steps the appraiser follows in this approach
are set forth below.

      1. Seeks out similar properties for which pertinent sales, listings,
      offerings and/or rental data are available.

      2. Qualifies the price as to terms, motivating forces and bona fide
      nature.

      3. Compares each of the sale properties' important attributes with the
      corresponding ones of the properties being appraised, under the general
      division of time, location, income and physical characteristics.

      4. Considers all dissimilarities in terms of their probable effect upon
      the sale price.

      5. Formulates an opinion of the relative value of the property being
      appraised as compared with the price of each similar property.


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1880 N.W. Sixth Street, Grants Pass, OR
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VALUATION (Continued)

The units of comparison abstracted from the sales are the sales price per square
foot or unit and the overall rate of return. Each of these units of comparison
is discussed more fully below.

Sales Price per Square Foot or Unit

This is an expression of the total consideration divided by the particular unit
of comparison. Its chief advantage is that it is a direct comparison of the
price of the comparable to the property in question. Weighing of comparables may
be necessary due to differences of location, physical characteristics, market
conditions and terms of the sale transactions. It is most accurate when the
subject and the comparables are of similar character and the sales are of recent
vintage.

Overall Rate of Return

This rate is the direct relationship of the net operating income (before debt
service) and the sale price. the overall rate reflects both the return on the
investment and the return of the investment. This is a rate which is frequently
used by investors and appraisers because it is ascertainable from comparable
sales and can be applied directly to the estimated net operation income of the
property under appraisal. This unit of comparison is used in the Income
Approach.

Income Approach

The Income Approach is generally the most relevant approach in evaluating
investment type properties. This approach is predicated on the principle that
value is created by the expectation of benefits derived in the future. The
anticipated net income is converted to a present value by a direct
capitalization or the use of a discounted cash flow process.

Direct Capitalization

This process involves dividing the net operating income by a capitalization
rate. This rate reflects such factors as risk, time, interest on capital
investment, and recapture of the depreciating asset. This approach to value
encompasses the following:

1.    The estimation of current economic rent levels to establish annual
      potential gross revenues. Current economic rents are generally current
      market rents.

2.    The estimation of vacancy and collection loss allowances.

3.    The estimation of annual operating expenses.

4.    The deduction from potential gross revenues of vacancy and collection loss
      and operating expenses, leaving the net operating income before debt
      service and depreciation.


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1880 N.W. Sixth Street, Grants Pass, OR
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VALUATION (Continued)

5.    Capitalization of the net operating income by the appropriate rate as
      abstracted from the market.

Discounted Cash Flow

A widely accepted view of value as of a given valuation date is the discounted
present worth of the anticipated future income reasonably expected to be
generated by an income producing property over a specific period of time. The
process by which future income receipts are converted to a present value is
termed discounting. Many different capitalization methods and techniques are
available to process anticipated future income into a present worth estimate.
The method used depends primarily on the characteristics of the forecast income
stream, the form of the appropriate rate of return or discount rate, and the
time period involved.

The two methods used in this analysis are capitalization in perpetuity
(utilizing an overall capitalization rate discussed above) and capitalization
for a finite period (discounted cash flow analysis). Capitalization in
perpetuity as used in the Income Approach assumes the income stream will
continue undiminished, indefinitely. The rate used to process this income
streams embodies the factors of time preference (opportunity costs), liquidity,
management burdens, and ownership risks. The appropriate rate is derived through
an analysis of sales of properties displaying similar investment opportunities
to the investor.

The discounted cash flow method is a rigidly defined mathematical relationship
between income streams, rates and timing. Processing an income stream by a
correct mathematical formula does not in itself produce a supportable market
value. As with other techniques of income capitalization, the discounted cash
flow analysis requires reliable market data on several critical points. If the
required market data information is not available, the appraiser is injecting
his judgment and opinion in using non-market data and the results are not
justifiable market value.

RECONCILIATION

The final step in the appraisal process is the reconciliation or correlation of
the value indicators. In the reconciliation, the relative applicability of each
of the approaches utilized is considered. Those approaches that are deemed most
appropriate to the particular appraisal question involved are weighed for the
accuracy and reliability of the data used in the analysis, and an opinion is
formed as to the market value of the subject property. The relative weight or
emphasis given to any of the approaches depends on the forces prevalent in the
market which act upon the subject property.


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                                  COST APPROACH

In this approach, it is assumed that a purchaser would consider producing a
substitute, competing property with the same utility as the subject. The net
cost to the rational, informed purchaser is the measure of value of the subject
property. The net cost includes construction costs (to the purchaser, not the
contractor or builder), financing costs, and all other costs incurred during the
construction period. Any depreciation or diminished utility is deducted from the
costs in order to arrive at a net contribution of the improvements in their
present condition to the total property value as of the valuation date. The site
is valued as if vacant and available to be put to its highest and best use. This
is then added to the depreciated improvement costs to yield the value of the
total property as indicated by the Cost Approach.

Land Valuation

The most reliable procedure for estimating the land value is by the application
of the Direct Sales Comparison Approach. In estimating the value of the
subject's site, a search was conducted to find sales of similar parcels with
similar zoning and characteristics. Those sales considered to be the most
relevant indicators of the subject's land value are detailed on the following
pages.

                            Land Comparables Summary

================================================================================
                                                          Land SF
 No.           Address           Sale Date  Sale Price   Size-Acre        $/SF
- --------------------------------------------------------------------------------
  1     1804 Williams Highway      10/95     $180,000      51,836        $3.47
             Grants Pass                                1.19 acres

  2          Beacon Drive           6/96     $958,320     240,887        $3.98
           36-05-17-41/702                              5.53 acres
             Grants Pass

  3        825 NE F Street          3/95     $325,000      63,163        $5.15
             Grants Pass                                1.45 acres

  4          NE Westbrook          11/93     $144,550      42,689        $3.39
       36-05-17-31/3510 & 3509                           .98 acres

  5        595 NE E Street          9/93     $242,000      39,204        $6.17
             Grants Pass                                 .90 acres
================================================================================


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Shilo Inn - 1880 N.W. Sixth Street, Grants Pass, Oregon
- -------------------------------------------------------


                                 LAND SALES MAP

                               [GRAPHIC OMITTED]


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                             COMPARABLE LAND SALE 1

PROPERTY IDENTIFICATION

Address:                            1804 Williams Highway
City:                               Grants Pass
APN:                                36-05-30-21/100
County:                             Josephine

Property Rights:                    Fee Simple

SALE INFORMATION

Grantor:                            Walter B. Holm and Rigmor L. Holm
Grantee:                            Western Bank, an Oregon Corporation
Document Number:                    95-16840
Sale Price:                         $180,000
Sale Terms:                         Cash
Sale Date:                          October 4, 1995

SITE DESCRIPTION

Site Area:                          51,836 sq.ft.         1.19 acres
Zoning:                             GC (General Commercial)
Utilities:                          Available
Off-Sites:                          To the site
Topography:                         Level
Location:                           Interior site

SALE ANALYSIS

Price Per Square Foot:              $3.47

COMMENTS                            Site was purchased for the construction of a
                                    branch bank building. Normal market
                                    transaction purchased through a broker.


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                             COMPARABLE LAND SALE 2

PROPERTY IDENTIFICATION

Address:                            West side Beacon Drive
                                    north of Redwood Highway/E Street
City:                               Grants Pass
APN:                                36-05-17-41/702
County:                             Josephine

Property Rights:                    Fee Simple

SALE INFORMATION

Grantor:                            National Ventures, Inc.
Grantee:                            Albertson's, Inc.
Document Number:                    96-11871
Sale Price:                         $958,320
Sale Terms:                         All cash
Sale Date:                          June 26, 1996

SITE DESCRIPTION

Site Area:                          240,887 sq. ft.       5.53 acres
Zoning:                             GC
Utilities:                          Available
Off-Sites:                          To the site
Topography:                         Level
Location:                           Interior

SALE ANALYSIS

Price Per Square Foot:              $3.98

COMMENTS                            North and east sides of parcel have
                                    cross-parking and street easements requiring
                                    reciprocal agreements for full development.
                                    Buyer intends to construct supermarket.


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                             COMPARABLE LAND SALE 3

PROPERTY IDENTIFICATION

Address:                            825 NE F. Street
City:                               Grants Pass
APN:                                36-05-17-40/800
County:                             Josephine

Property Rights:                    Fee Simple

SALE INFORMATION

Grantor:                            Kenneth E. and Laelonnie R. Kurz
Grantee:                            EAM Advertising Agency, Inc.
Document Number:                    95-06191
Sale Price:                         $325,000
Sale Terms:                         All cash
Sale Date:                          April 20, 1995

SITE DESCRIPTION

Site Area:                          63,162 sq. ft.        1.45 acres
Zoning:                             GC
Utilities:                          Available
Off-Sites:                          To the site
Topography:                         Level
Location:                           Interior

SALE ANALYSIS

Price Per Square Foot:              $5.15

COMMENTS                            Level site on arterial intended to be
                                    developed with Budget Car Rental and sales
                                    lot. Normal market transaction through
                                    broker.


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                             COMPARABLE LAND SALE 4

PROPERTY IDENTIFICATION

Address:                            NE Westbrook Way, west of Mill Street
City:                               Grants Pass
APN:                                36-05-17-31/3509 & 3510
County:                             Josephine

Property Rights:                    Fee Simple

SALE INFORMATION

Grantor:                            Reservation Ranch, a California Partnership
Grantee:                            Duffy Investments
Document Number:                    93-22137
Sale Price:                         $144,550
Sale Terms:                         All cash
Sale Date:                          October, 1993

SITE DESCRIPTION

Site Area:                          42,689 sq. ft.        .98 acres
Zoning:                             GC
Utilities:                          Available
Off-Sites:                          To the site
Topography:                         Level
Location:                           Interior

SALE ANALYSIS                       Price Per Square Foot:       $3.39

COMMENTS                            Two contiguous tax lots on the south side of
                                    NE Westbrook Way with some frontage on Mill
                                    Street. Normal market transaction through
                                    broker.


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                             COMPARABLE LAND SALE 5

PROPERTY IDENTIFICATION

Address:                            595 NE E. Street
City:                               Grants Pass
APN:                                36-05-17-31/3400
County:                             Josephine

Property Rights:                    Fee Simple

SALE INFORMATION

Grantor:                            Mill Street Investments
Grantee:                            Jerry Miller, et al
Document Number:                    93-18783
Sale Price:                         $242,000
Sale Terms:                         All cash
Sale Date:                          September 20, 1993

SITE DESCRIPTION

Site Area:                          39,204 sq. ft.        .90 acres
Zoning:                             GC
Utilities:                          Available
Off-Sites:                          To the site
Topography:                         Level
Location:                           Interior

SALE ANALYSIS

Price Per Square Foot:              $6.17

COMMENTS                            Level L-shaped site with frontage on E
                                    Street and Mill Street. Drainage canal on
                                    west side required tiling at a cost of
                                    $35,000, included in consideration.


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Discussion

The land sales transaction occurred from September 1993 to June 1996 and range
in size from 39,204 to 240,887 square feet, and in price range from $3.47 to
$6.17 per square foot. The discussion of the value adjustments are presented
below.

Property Rights Conveyed

This adjustment considers the differences in legal status (interest) between the
subject property and the comparable sales. Specific interests convey different
types of rights in a property that affect value. Property rights can be defined
as fee simple, leased fee and leasehold interests. All the land sales used
involved the transfer of the fee simple interest and no adjustment is warranted.
No adjustment was made.

Financing Adjustment

The comparable sales have been reviewed in reference to their financing. All are
cash transactions. No adjustments were made to the values.

Conditions of Sale

The comparables were reviewed for their conditions of sale surrounding the
transactions and we found them to be arms length transactions with unusual
conditions affecting the sales prices. No adjustments were made regarding the
comparables.

Market Conditions Adjustment - Time Factor

The sales were analyzed for changes in market conditions to determine if a
market conditions adjustment is required and to what magnitude. Based upon
Appraiser's evaluation of secular trends in the market as to land sales, growth
and development in the area, an annual adjustment of 3% is made to allow for
date of sale.


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Physical Adjustments

Factors which have an influence on value such as location, growth patterns and
trends, accessibility to freeways, employment and commerce centers, size, and
physical improvements required for development (offsites), all require
appropriate adjustments in comparing the comparable sales to the subject
property.

Location: Sales #1, #2 and #4 are located on secondary connector streets. The
subject property is located on a heavily-traveled arterial near Interstate 5
interchange. Direct market extraction was not possible due to the limited data
available. However the premium for arterial sites, compared to connector
street-sites, is supported by comparing these sales with Sales #2 and #5. These
sales are located on comparable arterials in the southeast section of town and
indicated higher prices per square foot. Therefore, Sale #1 is adjusted upward
15% and Sales #2 and #4 are adjusted upward 10% to compare to the subject
superior location.

Size: The subject site contains a total of 61,855 square feet of area. The
comparable sales range in size from 39,204 to 240,887 square feet. Typically
smaller sites indicate a higher price per square foot than larger sites. This is
supported by comparing Sale #3 with Sale #5. Sale #5 is the smallest site and
indicates the highest price per square foot, even though is the oldest of the
sales. Sale #3 is comparably-located and similar except for parcel size. Each
sale is adjusted either upward or downward to the subject, based upon an
estimated 1% for each 10,000 square feet different than the subject site size.

Concluded Land Value

The comparable land sales indicate an unadjusted range from $3.39 to $6.17 per
square foot. The sales are all commercial parcels intended for commercial use.
All are located within the market area of the subject and they provide a
reasonable range before adjustments.

After analysis and adjustments, the land sales indicate an adjusted range from
$3.96 to $6.60 per square foot. The sales requiring the least adjustment
indicated prices of $5.40 and $6.60 per square foot. The other sales indicated a
range of $3.96 to $5.25 per square foot. The overall average adjustment value is
indicated to be $5.06 per square foot.

As previously mentioned, the subject parcel is 61,855 square feet of land on a
major arterial in a commercial neighborhood with good freeway access. It is
estimated to have a land value of $5.25 per square foot. The value of the land
is estimated to be as follows:

              61,855 square feet @ $5.25 per square foot = $324,700
                                Rounded $325,000


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COST APPROACH (Continued)
Reproduction Cost New

The next step in the Cost Approach is to estimate the cost new of the subject
improvements. The dimensions and characteristics of the improvements have been
identified through a field inspection and analysis. There are two forms of cost
data generally available. These are Replacement and Reproduction costs.

Replacement Cost is defined in Real Estate Terminology, Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of a building having
utility equivalent to the building being appraised but built with modern
materials and according to current standards, design and layout."

Reproduction Cost is defined in Real Estate Terminology, Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of an exact duplicate or
replica using the same materials, construction standards, design, layout, and
quality of workmanship, embodying all the deficiencies, super adequacies and
obsolescence of the subject building."

The use of the replacement cost concept presumably eliminates all functional
obsolescence, and the only depreciation to be measured is physical deterioration
and external obsolescence. In this appraisal, the Marshall Valuation Service, a
nationally recognized cost service, as well as consultation with local
contractors, has been used to derive the estimate of the replacement cost. The
publishers of this manual consider the estimates to be replacement costs, but
when the cost model closely conforms in construction materials and methods to
the subject, these costs can be considered as reproduction costs.

Since the cost estimate is applied to the gross area of the subject property,
the deficiencies and other adequacies of the subject are embodied in the cost
estimate and are dealt with in the depreciation estimate. The cost utilized in
this analysis is therefore considered to represent Reproduction Costs.

This estimate is set forth on the Development Proforma located at the end of
this approach. These costs include hard costs for construction, soft costs for
architectural and engineering, soil, legal, supervision, fees and related costs;
Financing costs; leasing commissions; and rent loss during absorption.
Developers profit is added at 18 percent to account for the high level of risk
and skill required to develop hotel property.

The hard construction cost for the improvements is estimated at $74.84 per
square foot. Soft costs are estimated at 8 percent for design, architectural and
engineering; 3 percent for development overhead, and 25 percent of annual income
is estimated for opening expenses and income loss during stabilization.


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COST APPROACH (continued)

Furniture, Fixtures & Equipment

The guest rooms are furnished with typical modern furnishings which include
either a single king-sized bed, two or three queen beds, side tables, desk,
dresser, chairs, table, draperies, night stands, color television with remote,
lamps, couch, clock radio and telephones. Most rooms have a small refrigerator,
microwave and hair dryer. There are some kitchenette units. FF&E includes all
the furnishings, linens and supplies, cleaning and house keeping equipment,
business office and front desk equipment, furnishings and related personal
items. We have estimated these personal property items at a depreciated
replacement value of $2,500 per room, or $175,000.

Accrued Depreciation

Accrued depreciation is the difference between the reproduction cost of the
improvements and the market value of the improvements on the date of valuation.
Depreciation is characterized by three categories: physical, functional and
external.

Physical depreciation is evidenced by wear and tear of the structure. Functional
obsolescence is also caused by internal characteristics such as a poor floor
plan, inadequate mechanical equipment or functional inadequacy or over adequacy
due to size or other characteristics. External or economic obsolescence is
caused by conditions external to the property, such as a lack of economic demand
or changing property uses in the area, or general national or regional economic
conditions.

To establish the appropriate depreciation to be applied to the subject, the
Marshall Valuation Service has been consulted. This service collates by type of
construction and usage actual case studies of properties to produce market
derived depreciation and remaining life estimates. These studies resulted in
mathematical curves from which the depreciation for any initial life expectancy
can be computed. An additional method of estimating physical depreciation is the
Age/Life Method. This is a method of estimating incurable physical deterioration
as a percentage applied to current replacement or reproduction cost new of the
improvements. The percentage reflects the ratio of estimated effective age to
typical anticipated economic life.

The depreciation estimate for the subject property is based an effective age at
15 years and an expected life of 50 years for the improvements indicating a
depreciation estimate of 30 percent.

Located on the following page is a summary of the replacement cost new,
including depreciation and land value indication. It indicates an As Is value of
subject property, as follows:

                                   $3,390,000
                                   ==========


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                             Replacement Cost Study

<TABLE>
<CAPTION>
=================================================================================================================
Development Proforma
Shilo Inn, Grants Pass, OR
- -----------------------------------------------------------------------------------------------------------------
MVS: Sec. 11, P 17, Class D, Good    Current X     Local X     Adj $/sf
- ---------------------------------    ---------     -------     --------
<S>                     <C>             <C>         <C>         <C>        <C>        <C>                 <C>
Base Cost:              $69.30          1.00        1.08        $74.84

Hard Costs                            Measure                  $/Measure                  Cost              $/SF
- ----------                            -------                  ---------                  ----              ----
 Building                             35,499 SF                 $74.84     $2,656,887
 Yard Improvements                                                         $  150,000
                                                                           ----------

Total Hard Costs                                                                       $2,806,887          $79.07

Soft Costs
- ----------
Architectural & Engineering                         8.00%                  $  224,600
Development Overhead                                3.00%                      84,200
Stabilization & Opening Expenses             25% of annual income             169,372

Total Soft Costs                                                                       $  478,172          $13.47
                                                                                       ----------  
Total Improvement Costs                                                                $3,285,059          $92.54

Entrepreneurial Profit                 18.00%                                          $  591,311          $16.66
                                                                                       ----------         -------
Total                                                                                  $3,876,370         $109.20

Depreciation Adjustment              Age/Life                   % Dep.        $ Dep.
- -----------------------
Physical                              15/50                     30.00%     $  985,518

Total Depreciation                                                                     $  985,518          $27.76
                                                                                       ----------         -------
Project Costs (Depreciated Replacement Cost)                                           $2,890,852          $81.43

Depreciated Furniture Fixtures $ Equipm                         70 Units @     $2,500  $  175,000

Land Valuation                         Acres          SF         $/SF       Land Value     Total
- --------------                         -----          --         ----       ----------     -----
Site Value in Fee                       1.42       61,855       $5.25      $  324,739

Site Value                              1.42       61,855       $5.25                  $  325,000
- -----------------------------------------------------------------------------------------------------------------
Indicated Value                                                                        $3,390,852

  Rounded                                                                              $3,390,000
                                                                                       ==========
=================================================================================================================
</TABLE>


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                           DIRECT COMPARISON APPROACH

The Direct Comparison Approach attempts to estimate the value of the subject
property by comparing sales of similar properties within the market area of the
subject. These sales are inspected, verified as to price, terms and conditions
of the property at the date of sale, location, and income characteristics of the
property. The data are then analyzed and compared to the subject property. The
units of comparison considered significant in determining the subject's market
value are the sale price per square foot and price per unit. In addition, a
Gross Room Revenue Multiplier is derived for use as an additional measure of
value for this approach. The overall rate is also abstracted from the market
data for use in the Income Approach.

A search of the subject's regional market area was conducted to find sales of
generally comparable hotel facilities that have occurred in the recent past. A
summary of the sales that were considered most relevant for this analysis are
summarized on the following page.


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                        -------------------------------
                        REGIONAL SUMMARY OF HOTEL SALES
                        ===============================

<TABLE>
<CAPTION>
==============================================================================================================
                                   Date of   Year    Building   Land   Land/Bldg   No of    Gross     Sale    
No.       LOCATION                   Sale    Built     Area     Area     Ratio     Units   Area/Rm.   Price   
==============================================================================================================
<S> <C>                             <C>      <C>      <C>       <C>      <C>        <C>      <C>   <C>        
1   Comfort Inn                     May-95   1990     30,740    76,405   2.49:1      58      530    $2,800,000
    13207 NE 20th Avenue                               Est.                                                   
    Vancouver, WA                                                                                             
                                                                                                              

2   Comfort Inn                     Jun-96   1992     34,000    66,646   1.96:1      64      531    $2,600,000
    8855 SW Citizens Drive                                                                                    
    Wilsonville OR

3   Ramada Inn                      Oct-94   1978     68,410    16,200   0.24:1     120      570    $8,400,000
    2200 Fifth Avenue                                                                                         
    Seattle, WA                                                                                               

4   Travelodge                      Jun-94   1961     30,820    56,912   1.85:1      74      416    $4,200,000
    4715 25th Avenue NE                                                                                       
    Seattle, WA                                                                                               

5   West Coast Gateway Hotel        Mar-96   1990     59,074    71,165   1.20:1     145      407   $11,218,164
    18415 Pacific Highways South                                                                              
    Seattle, WA

6   Best Western Hotel              Mar-95   1986     91,618   262,749   2.87:1     147      623    $5,500,000
    15901 W. Valley Highway                                                                                   
    Tukwilla WA                                                                                               


    Unadjusted Range:                        $60.03   to   $189.90 /Sq.Ft.
                                            $37,415   to   $77,367 /Unit

                                       Mean:       $112.76 / Sq Ft              $55,073 / Unit


<CAPTION>
=============================================================================================
                                   Price/   Price/                   Comments
No.       LOCATION                 Sq. Ft.   Unit
=============================================================================================
<S> <C>                            <C>      <C>       <C>
1   Comfort Inn                     $91.09  $48,276   Occupancy reported at 70 percent ADR @ 
    13207 NE 20th Avenue                              $46.00. No food and beverage           
    Vancouver, WA                                     One meeting room, spa, pool, excercise 
                                                      Located near new mall                  

2   Comfort Inn                     $76.47  $40,625   Two-story wood frame motel located in  
    8855 SW Citizens Drive                            suburban location.
    Wilsonville OR

3   Ramada Inn                     $122.79  $70,000   Four-story wood frame & stucco downtown
    2200 Fifth Avenue                                 location. Renovated prior to sale. $70
    Seattle, WA                                       ADR estimate.

4   Travelodge                     $136.28  $56,757   Includes retail building (Blockbuster) 
    4715 25th Avenue NE                               ADR est $55.00
    Seattle, WA                                       Pool, spa.

5   West Coast Gateway Hotel       $189.90  $77,367   SeaTac Airport location.
    18415 Pacific Highways South                      All cash sale.
    Seattle, WA

6   Best Western Hotel             $60.03   $37,415   Three story wood frame structure
    15901 W. Valley Highway                           includes restaurant, spa, excercise 
    Tukwilla WA                                       room and outdoor pool.
</TABLE>


                                                                              59
<PAGE>

                              Comparable Sales Map

                               [GRAPHIC OMITTED]


                                                                              60
<PAGE>

1880 N.W. Sixth Street, Grants Pass, OR
- ---------------------------------------


                              COMPARABLE SALE NO. 1

                                 [PHOTO OMITTED]

<TABLE>
<CAPTION>
<S>                     <C>                         <C>                 <C>
ADDRESS:                Comfort Inn                 GRANTOR:            Ray Patel, et al.
                        13207 NE 20th Avenue        GRANTEE:            Shree Ram LLC
                        Vancouver, WA
DESCRIPTION:            Two-story wood frame        DOCUMENT #:         Na
                        and stucco limited service  MARKET TIME:        Na
                        hotel                       NUMBER OF UNITS:    58
YEAR BUILT:             1990                        SALE PRICE:         $2,800,000
LOT SIZE:               76,405 S.F.                 SALE DATE:          June 5, 1995
CONDITION:              Average/Good                TERMS:      $350,000 down
QUALITY:                Average                                 seller wrapped existing $1.45M 
                                                                1st TD with, due in 10 years

BUILDING AREA:          30,740 S.F.                 GROSS INCOME:       $685,540
LAND:BLDG RATIO:        2.49:1                      NET INCOME:         $288,000
PRICE/S.F.:             $91.09                      OVERALL RATE        10.29%
PRICE/UNIT:             $48,276                     GRM:                4.08
FF&E:     $140,000
</TABLE>

COMMENTS: This property is located at the Vancouver Mall north of Portland
Airport in a newly developing area. It is a newer property in good condition but
round about access. 1994 ADR reported at $46.00 and Occupancy at 70%.


                                                                              61
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- ---------------------------------------


                              COMPARABLE SALE NO. 2

                                 [PHOTO OMITTED]

<TABLE>
<CAPTION>
<S>                     <C>                         <C>             <C>
ADDRESS:                Comfort Inn                 GRANTOR:        Mahalaxmi Inc.
                        8855 SW Citizens Drive      GRANTEE:        Ganesh Enterprises
                        Wilsonville, OR
DESCRIPTION:            Two-story wood              DOCUMENT #:     9603044444
                        frame limited service       MARKET TIME:    Na
                        hotel
NUMBER OF UNITS:        64
YEAR BUILT:             1992                        SALE PRICE:     $2,600,000
LOT SIZE:               66,646 S.F.                 SALE DATE:      June 19, 1996
CONDITION:              Average/Good                TERMS:          $800,000 down
QUALITY:                Average                                     $1,8M 1st Td Commercial Bank
BUILDING AREA:          34,000 S.F.                 GROSS INCOME:   $804,825
LAND:BLDG. RATIO:       1.96:1                      NET INCOME:     $310,628
PRICE/S.F.:             $76.47                      OVERALL RATE    11.95%
PRICE/UNIT:             $40,625                     GRM:            3.23
FF&E:                   $160,000 Est.
</TABLE>

COMMENTS: This suburban property is located near Highway 5 and is a newer
property with good exposure but less than direct access.


                                                                              62
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- ---------------------------------------


                              COMPARABLE SALE NO. 3

                                 [PHOTO OMITTED]

<TABLE>
<CAPTION>
<S>                     <C>                         <C>                 <C>
ADDRESS:                Ramada Inn                  GRANTOR:            2200 Fifth Ave. Ltd.
                        2200 5th Avenue             GRANTEE:            Devin Corporation
                        Seattle, WA
DESCRIPTION:            Four-story over parking     DOCUMENT #:         9410280992
                        frame and stucco hotel      MARKET TIME:        6 months
                        with restaurant/lounge      UMBER OF UNITS:     120
YEAR BUILT:             1978                        SALE PRICE:         $8,400,000
LOT SIZE:               16,200 S.F.                 SALE DATE:          October 28, 1994
CONDITION:              Average                     TERMS:           $3,000,000 down
QUALITY:                Average                                      $5,400,000 1st Td Seafirst Bank
BUILDING AREA:          68,410 S.F.                 GROSS INCOME:              Na
LAND:BLDG RATIO:        0.24:1                      NET INCOME:                Na
PRICE/S.F.:             $122.79                     OVERALL RATE               Na
PRICE/UNIT:             $70,000                     GRM:                       Na
</TABLE>

COMMENTS: This property is located on Fifth Avenue in the Denny Grade area of
downtown Seattle. It was renovated prior to the sale with new lobby, HVAC and
FF&E. Property leases additional parking nearby. Seller leased back property for
10 years, terms unknown. Central city location, average appeal.


                                                                              63
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- ---------------------------------------


                              COMPARABLE SALE NO. 4

                                 [PHOTO OMITTED]

<TABLE>
<CAPTION>
<S>                     <C>                         <C>             <C>
ADDRESS:                Travelodge                  GRANTOR:        Vincent Hanna Fowler Inv.
                        4715-25 25th Avenue NE      GRANTEE:        P.B. Investments Ltd.
                        Seattle, WA
DESCRIPTION:            One and two-story wood      DOCUMENT #:     9506222113
                        frame and stucco motel      MARKET TIME:    12 month
                        with 6,700 sf retail building
NUMBER OF UNITS:        74
YEAR BUILT:             1961                        SALE PRICE:     $4,200,000
LOT SIZE:               56,912 S.F.                 SALE DATE:      June 22, 1994
CONDITION:              Average                     TERMS:          All cash
QUALITY:                Average
BUILDING AREA:          30,820 S.F.                 GROSS INCOME:              Na
LAND:BLDG RATIO:        1.85:1                      NET INCOME:                Na
PRICE/S.F.:             $136.28                     OVERALL RATE               Na
PRICE/UNIT:             $56,757                     GRM:                       Na
</TABLE>

COMMENTS: This suburban property is located north of the University of
Washington and across from University Village shopping center. The Travelodge
has a detached Blockbuster retail store on the site which enhanced the sales
price. That store is leased at $9,520 per month triple net with 7 years
remaining. Extraction of retail portion value indicates $800,000 based on
capitalization of lease income for 7 years plus reversion on the Blockbuster
lease. Residual to the Motel is $3,400,000 or $45,945 per unit and $110.32 per
square foot.


                                                                              64
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1880 N.W. Sixth Street, Grants Pass, OR
- ---------------------------------------


                              COMPARABLE SALE NO. 5

                                 [PHOTO OMITTED]

<TABLE>
<CAPTION>
<S>                     <C>                             <C>             <C>
ADDRESS:                Westcoast Gateway Hotel         GRANTOR:        Gateway Hotel LP
                        18415 S. Pacific Highway        GRANTEE:        Patriot American Hospitality
                        Sea-Tac, WA
DESCRIPTION:            Six-Story, good quality Class   DOCUMENT #:     7110-407
                        B hotel w/ restaurant, lounge   MKTG.TIME::     N/A
                        Pool and spa amenities.         ROOM CT.:       145
YEAR BUILT:             1990                            SALE PRICE:     $ 11,218,164
LOT SIZE:               71,165 SF (1.63 Acre)           SALE DATE:      March, 1996
CONDITION:              Good                            TERMS:          Cash Equivalent
QUALITY:                Average-Good                    CLASS:          Limited service, upper tier
BUILDING AREA:          59,074 SF                       GROSS INCOME:          N/A
LAND:BLDG RATIO:        1.20:1                          NET INCOME:            N/A
PRICE/SF:               $189.90                         OVERALL RATE           N/A
PRICE/UNIT:             $77,367                         GRM:                   N/A
</TABLE>

COMMENTS: This property is located adjacent to the Sea-Tac International
Airport. It has one of the best proximity of the hotels along Pacific Highway.
Constructed of good quality Class B materials. Part of a five property portfolio
sale which included 3 Seattle properties, 1 in Wenatchee, and 1 in California.
Unable to obtain operating data to extract OAR, or revenue/expense ratios.


                                                                              65
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- ---------------------------------------


                              COMPARABLE SALE NO. 6

                                 [PHOTO OMITTED]

<TABLE>
<CAPTION>
<S>                     <C>                         <C>             <C>
ADDRESS:                Best Western Southcenter    GRANTOR:        United States National Bank
                        15901 W. Valley Highway     GRANTEE:        Wen & Liu
                        Tukwilla, WA
DESCRIPTION:            Three-story and one-story   DOCUMENT #:     95-3311394
                        wood frame structures,      MKTG.TIME::     N/A
                        restaurant, pool & spa      No Of Units:    147
YEAR BUILT:             1986                        SALE PRICE:     $5,500,000
LOT SIZE:               262,749 S.F.                SALE DATE:      March 31, 1995
CONDITION:              Average                     TERMS:          Cash Equivalent
QUALITY:                Average
BUILDING AREA:          91,618 S.F.                 GROSS INCOME:              N/A
LAND:BLDG RATIO:        2.87 :1                     NET INCOME:                N/A
PRICE/SF:               $60.03                      OVERALL RATE               N/A
PRICE/UNIT:             $37,415                     GRM:                       N/A
</TABLE>

COMMENTS: This property is regarded as the limited service hotel facility in the
Seattle-Tacoma market area. Located near Freeway across the street from newer
Embassy Suites and north of Residence Inn Hotel in a suburban location. Unable
to obtain operating data to extract OAR, or revenue/expense ratios.


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


DIRECT COMPARISON APPROACH (Continued)

To compare the relevant sales to the subject property, consideration has been
given to such factors as financing, market conditions, conditions of sale and
physical and economic characteristics such as location, quality of the
improvements, age and condition of the improvements, overall size and property
operation levels.

Property Rights Conveyed

This adjustment considers the differences in legal status (interest) between the
subject property and the comparable sales. Specific interests convey different
types of rights in a property that affect value. Property rights can be defined
as fee simple, leased fee and leasehold interests. All the sales used were fee
simple estates and no property rights adjustments are necessary.

Financing Adjustment

Typical income producing property sales transactions involve some combination of
mortgage financing and cash (or equity) transfer. Knowledgeable investors are
aware that the use of mortgage financing will have an effect on the yield to
equity funds. The careful structuring of the mortgage and equity components of a
transaction may produce higher returns to the equity position than the overall
return to the property (positive leverage). This process can work in the
opposite direction when the rate paid for mortgage funds exceeds the overall
rate produced by the property (negative leverage). When the terms of the sale
are atypical, the result may be a price that is higher or lower than that of a
normal market transaction. In this analysis, it is assumed that the subject is
expected to sell for cash or with the prevalent institutional financing terms
available.

The comparable sales have been reviewed in reference to their financing and
typically involved normal or large down payments with the balance typically
financed by the seller or major lending institutions at prevailing long term
rates. No secondary financing was of any particular advantage and was not
considered to affect the sale prices. Based on an analysis of the financing
terms of the comparable sales, no adjustments were required and the sales are
all cash equivalent.

Conditions of Sale

The comparables were reviewed for their conditions of sale surrounding the
transactions. Sale 4 has a retail store on site that is estimated to contribute
approximately $800,000 which results in an adjusted price to the hotel property
of $3,400,000 or $45,945 per room. Sale 5 sold to the same buyer as part of a 5
property portfolio sale. However, the prices were established for each of the
sale properties separately and no adjustment is necessary. The other sales are
not considered to require any conditions of sale adjustments since the sales
prices were all based on market value with no unusual conditions surrounding the
transactions.


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1880 N.W. Sixth Street, Grants Pass, OR
- ---------------------------------------


DIRECT COMPARISON APPROACH (Continued)

Market Conditions

The next adjustment to the comparables is to determine any change in value
associated with the passage of time. Due to changes in market conditions between
the date of sale and the date of valuation, an adjustment must be made to
compare the comparable sale to the subject. Changes in the market conditions
often result from various causes such as inflation, deflation, changing demand
or supply and changes in the general economy. It is noted that the adjustment is
not for the passage of time itself, but for the changes in market conditions
that have occurred over the time period in question. The best indication of
value change over time is the sale and resale of the same property. The sales
used occurred between mid 1994 and mid 1996, under similar market conditions as
exist for the subject valuation. No market conditions adjustments are warranted.

Locational, Quality, Age and Condition and General Adjustments

The sales used indicate a range between $60.32 to $189.90 per square foot. They
range between $37,415 to $77,367 per unit. The sales occurred between June 1994
and June 1996 and are the best available sales comparables for use in comparison
to the subject property due to their generally similar physical and economic
characteristics.

It is noted here that we reviewed several motel/hotel sales in the local market
area which occurred in the past two years and found most to have sold at prices
below the low end of the above range. Many of those properties are locally
oriented, poorly performing properties which did not represent viable investment
alternatives to the subject and thus they were not included in our analysis. We
had to broaden our search to a regional market since we considered the subject
property to have a regional investment and market appeal. While the sales used
are not direct comparables to the subject property, generally being in urban
locations and larger market areas, they are the best indicators of the subject's
value due to its economic and market characteristics which are more similar to
the sales used than to local sales, and due to its regional identity as part of
the regional chain with a good reputation and an established guest following.

Since the validity test for all adjustments in the sales comparison approach is
what the market reaction to differences will be, we conclude that the market's
reaction to one property over another is ultimately reflected in its stabilized
operating performance. Market preferences for dozens of amenities and
characteristics including neighborhood/location, pool/spa's, exercise rooms,
restaurants, shuttle services, continental breakfasts, free movie channels etc.
are all expressed in the economic productivity of the going concern. The better
the amenity mix the more the property generates. Conversely, if the operations
and facilities fail to meet local standards and customer preferences, this will
be reflected in a lower economic performance.


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1880 N.W. Sixth Street, Grants Pass, OR
- ---------------------------------------


DIRECT COMPARISON APPROACH (Continued)

Therefore, individual adjustments for property characteristics are not even
attempted here. Developing statistical correlation to determine the relative
contribution to total property value of various amenities or locational
characteristics would become absurdly complex. Instead we focus on the range of
values indicated on a per unit basis and on the value indicators that indicate
economic productivity and return potential. These are the gross revenue
multiplier (GRM) and the overall capitalization rate (OAR).

Gross Revenue Multipliers

We were careful to select our primary comparable sales from within the general
region of the subject property where similar economies and social factors impact
value. However when we attempted to verify income and operating expense
information for the sales referenced herein we were only able to confirm data
for two of the six sales profiled here. This is simply too small a sampling to
develop reliable GRM and OAR indicators for estimating values through the Sales
Comparison Approach. Therefore we have summarized these sales together with four
other supplementary sales for which income/expense data and GRM/OAR indicators
could be extracted and verified. These sales are summarized on the table on the
previous page.

These sales represent a broader cross-section of hotel properties encompassing
limited and full service properties, and include some middle and upper tier
market operations. The best GRM value indicators for the subject property are
indicated by Sale Nos. 1 through 4 which suggest GRM's in the mid to high 3
times range. We have estimated a GRM of 3.7 as applicable to the subject
property which indicates a value of:

                             $677,488 GRM x 3.7 =         $2,506,706

                             Rounded                      $2,500,000

Value Per Unit

Recognizing that these indicators yield somewhat divergent values, we must point
out that without a highly detailed, multi-factorial quantitative adjustment
process, the sales comparison approach is going to yield the most divergent
array of value indicators of the three approaches. Attempting to apply
"reasonable" adjustments injects so much subjectivity into the analyses that we
conclude the principal benefits of the direct sales comparison approach are
diagnostic rather than projective. They may reveal operating, economic and
functional anomalies of the subject property but in the end prove marginal at
actually predicting value.


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                           Supplemental Sales Summary

                            ------------------------
                            SUPPLEMENTAL HOTEL SALES
                            ========================

<TABLE>
<CAPTION>
================================================================================================================================
                                    Date of    Year   Building      No of      Gross                      Sale           Price/ 
No.      LOCATION                    Sale      Built    Area        Units     Revenue          NOI        Price          Sq. Ft.
================================================================================================================================
<C>                                 <C>        <C>     <C>          <C>    <C>           <C>           <C>              <C>     
1     Comfort Inn                   May-95     1990     30,740       58      $685,540      $288,000     $2,800,000       $91.09 
      13207 NE 20th Avenue
      Vancouver, WA

2     Capital Inn/Days Inn          Jan-95     1990     29,949       81      $778,745      $373,765     $3,320,000      $110.86 
      120 College Street                                                                                                        
      Lacey WA                                                                                                                  
                                                                                                                                
3     Quality Inn                   Oct-95     1977/86  29,200       73      $685,200      $293,760     $2,625,000       $89.90 
      1545 NE Burnside                                                                                                          
      Gresham OR                                                                                                                
                                                                                                                                
4     Comfort Inn                   Jun-96     1992     34,000       64      $804,825      $310,628     $2,600,000       $76.47 
      8855 SW Citizens Drive                                                                                                    
      Wilsonville OR                                                                                                            
                                                                                                                                
5     Ameritel Inn                  Jun-96     1991     48,966       94    $1,652,218      $823,838     $6,110,000      $124.78 
      Confidential                                                                                                              
                                                                                                                                
6     Bellevue Hilton               Aug-95     1979    122,369      180    $3,945,000    $1,107,000    $12,300,000      $100.52 
      100 112th Street NE                                                                                                       
      Bellevue WA                                                                                                               
                                                                                                                                
                                               Mean:                                                                     $98.93 


<CAPTION>
=============================================================
                                    Price/
No.      LOCATION                    Unit      GRM      OAR
=============================================================
<C>                                 <C>        <C>    <C>   
1     Comfort Inn                   $48,276    4.08    10.29%
      13207 NE 20th Avenue
      Vancouver, WA

2     Capital Inn/Days Inn          $40,988    4.26    11.26%
      120 College Street                               
      Lacey WA                                         
                                                       
3     Quality Inn                   $35,959    3.83    11.19%
      1545 NE Burnside                                 
      Gresham OR                                       
                                                       
4     Comfort Inn                   $40,625    3.23    11.95%
      8855 SW Citizens Drive                           
      Wilsonville OR                                   
                                                       
5     Ameritel Inn                  $65,000    3.70    13.48%
      Confidential                                     
                                                       
6     Bellevue Hilton               $68,333    3.12     9.00%
      100 112th Street NE           
      Bellevue WA                   

                         Mean:      $49,863    3.70    11.19%
</TABLE>

      Unadjusted Ranges:            $76.47      to      $124.78 /Sq.Ft. 
                                   $35,959      to      $68,333 /Unit   
                                      3.12      to         4.26 GRM     
                                     9.00%      to       13.48% OAR


                                                                              70
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- ---------------------------------------


DIRECT COMPARISON APPROACH (Continued)

The primary sales comparables most similar to the subject in geographic
proximity, size, type of operation and age are Sales Nos. 1, 2, 4, and 6. These
sales suggest values in the mid 40,000's per unit. Sale Nos. 3 and 5 indicate a
value range of $70,000 and $77,367 per unit and represent superior economic
characteristics and locations. Given the age and overall condition of the
subject we conclude that the subject is below the range indicated by Sales 1, ,4
and 6. Therefore, we conclude on a value of $35,000 per room or:

                    70 Units @ $35,000 per Unit = $2,450,000

                              Conclude @ $2,450,000

Correlation of Value

The two units of comparison applied indicate a range of value for the subject
property between $2,450,000 and $2,500,000. We have selected a value indication
at the middle of the two indications, as follows:

                        Conclude        $2,475,000
                                        ==========


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

                                 INCOME APPROACH

The Income Approach is premised upon the principle of anticipation which holds
that value is determined by the present worth of the anticipated future
benefits. These benefits in the case of an income producing property are the net
cash flows, the reversion at the end of the holding period, and the inherent tax
benefits afforded an owner of income property.

In this approach, the value is estimated by the capitalization of the expected
future net income. Capitalization is the process of converting an income stream
into a single capital value. This is the amount that a prudent, typical informed
purchaser would pay as of the valuation date for the right to receive the
forecast net income over the specific period.

In order to make relatively accurate income and expense projections for the
subject property, we have relied on the subject's actual operating history for
the past three years, plus the trailing 12 months ended August 1996. We also
relied on market conditions, lodging industry reports and our survey of lodging
competition in the subject's area. We also analyzed local industry trends from
Star Reports as prepared by Smith Travel Research.

As a part of our analysis to develop the potential gross income of the subject,
the appraiser has conducted a survey of hotel facilities considered to be
competitive with the subject property. The survey focused on hotels which are
considered to be primary competition to the subject. These hotels are summarized
on the following page.


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


                          SUMMARY OF COMPETITIVE HOTELS

                                NO OF    RACK
NO.   LOCATION                  ROOMS    RATE                    COMMENTS
- --------------------------------------------------------------------------------
1.    Holiday Inn Express       80       Single King:            $57 - $62
      105 NE Agness Ave.                 Double Queen:           $67 - $77
      Grants Pass                        Suite                   $104

      This is a new 80-unit limited service motel located at the south
      Interstate 5 interchange of Grants Pass. It is in good condition, has an
      outdoor pool and provides a continental breakfast. Because it is new,
      actual occupancy figures are not available. It is estimated that this
      facility provides the major competition to the subject due to its
      location, age and condition. Room rates are comparable to the subject
      property.

2.    Grants Pass Inn-Best Western       Single Queen:           $50
      107 NE Agness Ave.        83       Double Queen:           $60
      Grants Pass                        Exec. Suite:            $82
                                         Jacuzzi Suite:          $89

      This is an older motel facility which has been well maintained. It
      features an outdoor swimming pool and spa. It is located adjacent to the
      Holiday Inn Express near the south Interstate 5 interchange to Grants
      Pass. This is a limited service motel. A new Shari's restaurant is now
      under construction across the street. Other eating establishments are
      located a few blocks to the south. Actual occupancy rates were not
      available. However, in view of the proximity of the freeway, signage, Best
      Western franchise and access, average annual occupancy is estimated at
      50%.

3.    Royal Vue Motel           59       Single Queen:           $42.80 - $47.10
      110 NE Morgan                      Double Queen:           $51.40 - $53.50
      Grants Pass                        Single King:            $49.25
                                         Double Queen Suite:     $57.80
                                         Single King Suite:      $53.50

      This is an average quality older motel facility with an on-site restaurant
      and lounge. The overall condition is fair. It has an outdoor pool and an
      indoor spa and steam room. This property is well located with good
      visibility and access from the north Interstate 5 interchange. However,
      its condition and lack of remodeling place this facility closer to the
      budget motels in competition. Occupancy is estimated at 40 to 50 percent.


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


Summary of Competitive Motels (continued)

                                NO OF    RACK
NO.   LOCATION                  ROOMS    RATE                    COMMENTS
- --------------------------------------------------------------------------------
4.    Motel 6                   122      Single Double:          $29.95
      1800 NE 7th                        Double Double:          $41.72 - $44.93
      Grants Pass

      This is a typical budge motel facility with minimal amenities and
      services. There is an outdoor swimming pool. This property is
      approximately 20 years old with no major remodeling within the last 10
      years. It is close to area fast food and sit-down restaurants. Overall
      occupancy is estimated at 40 to 50 percent. This facility is not
      considered to provide significant competition to the subject but is
      included due to its proximity within one block.

5.    Motel Orleans             61       Single Queen:           $29.95 - $39.95
      1889 NE 6th                        Double Queen:           $47.99 - $52.99
      Grants Pass

      This property is located across the street from the subject property. It
      has access from both 6th and 7th Streets and is close to area eating
      establishments. This facility has a non-heated outdoor swimming pool.
      There are no other amenities. According to the manager the property was
      remodeled within the last six months. The overall condition is average to
      good. The annual occupancy statistics were not available, however in view
      of the location and condition, 50 to 55 percent is estimated. This is a
      budget motel with limited amenities and is not considered to represent
      significant competition to the subject property. It is included in this
      survey due to its proximity.

6.    Golden Inn                64       Single Queen:           $28.95 - $36.00
      1950 NW Vine                       Double Double:          $40.00 - $49.00
      Grants Pass

      This property is located north of the subject property. It is an older
      motel constructed over thirty years ago. It has a heated outdoor swimming
      pool but no other amenities. It is close to area restaurants, with Bee
      Gees located next door. According to the management the rooms were painted
      last year, but no major remodeling has occurred for many years. This is an
      old barracks-style motel facility in the budget category due to its age,
      condition and lack of amenities. It is not considered to be competitive
      with the subject, but is included due to its proximity.


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1880 N.W. Sixth Street, Grants Pass, OR
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Summary of Competitive Motels (continued)

                                NO OF    RACK
NO.   LOCATION                  ROOMS    RATE                    COMMENTS
- --------------------------------------------------------------------------------
7.    Super 8                   79       Single Queen:           $44.88 - $48.88
      1949 NE 7th                        Double Queen:           $51.88 - $59.88
      Grants Pass                        Queen Suite:            $59.88

      This property is located approximately one block northeast of the subject
      property. It was constructed in 1990 and is in average to good condition.
      It is located at the south-bound on-ramp to Interstate 5 with good freeway
      visibility and access. Area restaurants and support facilities are in
      close proximity. This property has an indoor swimming pool and spa. There
      are no in-room amenities such as refrigerators or microwave ovens. Due to
      the location, access, visibility, age and condition of this property, it
      is considered to be competitive with the subject property. Occupancy
      figures were not disclosed, however a 50 to 55 percent figure is estimated
      due to location, condition and access.

8.    Sweet Breeze Inn          21       Double Queen:           $38 - $48
      1627 NE 6th                        Single King:            $38 - $48
      Grants Pass                        Summer rates range from $50 - $64.

      This is a two-year-old motel located one block south of the subject
      property. It is a small facility with no amenities other than its
      non-smoking classification. It is a Triple A approved motel with
      well-decorated rooms. The rooms are typically smaller than the subject
      with minimal amenities other than decor. It is not considered to represent
      significant competition, but is included in the survey due to its
      proximity. Occupancy is estimated at 50 to 55 percent.

*     Subject - Shilo Inn
      1880 NW Sixth Street      70       Double Queen:           $52 - 55
      Grants Pass                        Single King:            $55 - $65
                                         Mini-Suite:             $70 +
                                         Single Queen:           $49

      As noted previously in this report, the subject property is a good quality
      lodging facility with 70 rooms, heated outdoor pool, with indoor sauna and
      steam room. The subject property was renovated within the last few months.
      It is within close proximity to Interstate 5, area fast food and sit-down
      restaurants and area support facilities. Occupancy has typically averaged
      50 to 55 percent on an annual basis.


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Shilo Inn - 1880 N.W. Sixth Street, Grants Pass, Oregon
- -------------------------------------------------------


                             COMPETITIVE HOTELS MAP

                               [GRAPHIC OMITTED]


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Shilo Inn - 1880 N.W. Sixth Street, Grants Pass, Oregon
- -------------------------------------------------------


                               COMPETITIVE MOTEL 1

                                [PHOTO OMITTED]


                               COMPETITIVE MOTEL 2

                                [PHOTO OMITTED]


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Shilo Inn - 1880 N.W. Sixth Street, Grants Pass, Oregon
- -------------------------------------------------------


                               COMPETITIVE MOTEL 3

                                [PHOTO OMITTED]


                               COMPETITIVE MOTEL 4

                   PHOTOGRAPH NOT AVAILABLE - TYPICAL MOTEL 6


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Shilo Inn - 1880 N.W. Sixth Street, Grants Pass, Oregon
- -------------------------------------------------------


                               COMPETITIVE MOTEL 5

                                [PHOTO OMITTED]


                               COMPETITIVE MOTEL 6

                                [PHOTO OMITTED]


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Shilo Inn - 1880 N.W. Sixth Street, Grants Pass, Oregon
- -------------------------------------------------------


                               COMPETITIVE MOTEL 7

                                [PHOTO OMITTED]


                               COMPETITIVE MOTEL 8

                                [PHOTO OMITTED]


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1880 N.W. Sixth Street, Grants Pass, OR
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                           COMPETITIVE MARKET OVERVIEW

The subject property is located in a steadily developing area with a diversified
economy and increasing population base. Tourism and recreation are becoming
increasing important in the growth and development of the local area. The Grants
Pass/Medford area is the central focus for Southern Oregon tourism and as a
transient location for regional tourism. This area is also the commercial and
service center for much of Southern Oregon, and the lodging business derives
substantial commercial business as a result of this factor.

Tourism comprises the largest market segment for lodging in the Grants Pass
area. Tourist demand is estimated to account for approximately 65% of the total
room occupancy in this market. The commercial segment is comprised of visiting
executives, sales representatives and other professionals conducting business
with local companies or traveling through the area. This market segment
typically occupies weekdays, usually peaking mid-week. It is estimated that
commercial demand, including governmental employees, account for the remaining
35% of the market.

The Grants Pass market is primarily a seasonal market. Typically, the directly
competitive market reaches high 90 percent occupancy levels between June and
early September. The months of April, May, September and October indicate
average occupancies between 60 and 80 percent. The winter months show market
averages in the 50 percent occupancy range. The commercial/governmental segment
is less seasonal than the tourist market, therefore this segment comprises a
greater portion of total demand in the winter months.

There are approximately 30 motels with approximately 1,600 rooms and seven bed
and breakfast inns in the immediate area serving a large seasonal tourist
population. In addition, there are many motels, cabins and bed and breakfast
inns along the scenic Rogue River. The newest local lodging facility is the
Holiday Inn Express located in the south section of Grants Pass. This facility
was constructed within the last year, and is considered to be the only major
competition to the subject in size, quality and services offered.

Information on transient room tax revenues provided by the City of Grants Pass
indicates a significant increase over the last ten years. Revenues from
transient room taxes for fiscal year 1985-86 indicate a total revenue of
$243,092 from a six percent tax. Revenues in fiscal year 1995-96 were $560,997
at a seven percent tax rate. This represents a 130% increase over the last
decade, or an average increase of 13% per year.


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1880 N.W. Sixth Street, Grants Pass, OR
- ---------------------------------------


INCOME APPROACH (Continued)

There are four budget motels located within one block of the subject property.
Another full-service motel is located one block north, but is an old facility
which has not been well maintained over the years. These lodging facilities have
been discussed in the previous pages, and are summarized as follows:

        Name  of Facility           Number of Rooms            Type of Facility
        -----------------           ---------------            ----------------
        Holiday Inn Express                     80             Limited Service
        Grants Pass Inn-Best Western            83             Limited Service
        Royal Vue                               59             Full Service
        Motel 6                                122             Budget
        Motel Orleans                           61             Budget
        Golden Inn                              64             Budget
        Super 8                                 79             Limited Service
        Sweet Breeze Inn                        21             Limited Service
        Subject Shilo Inn                       70             Limited Service
                                               ---
                      Total:                   649 Rooms

While there are other smaller, older "mom and pop" motels in the area, the
facilities indicated above are considered to be the only competition to the
subject. Of these, only the Holiday Inn Express, Grants Pass Inn and Super 8 are
considered to be direct competition. The Sweet Breeze Inn is located one block
south of the subject. This is a two-year-old motel which caters only to
non-smokers. There are no amenities other than morning coffee and the
non-smoking environment. This facility provides minimal competition. The budget
motels are listed for informational purposes. While they are located nearby,
these facilities cater to a different clientele and provide virtually no
competition to the subject.

The Royal Vue Motel is located adjacent to the freeway and has a full restaurant
and lounge. This facility was constructed over thirty years ago and has been
marginally maintained over the years. While this is classified as a full-service
facility, its overall age and inferior condition place it more in competition
with the budget, or older limited service facilities.


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1880 N.W. Sixth Street, Grants Pass, OR
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INCOME APPROACH (Continued)

Analysis of the local motel market indicates that typical year-around occupancy
ranges from 45% to 55%. Specific information on individual properties was not
available. However based upon the seasonal nature of the primary tourist trade,
a market average occupancy rate of 50% is supported, based upon market
comparison with other tourist areas of the state. As noted in this report, the
subject property occupancy has ranged from 44% to over 55% during the past four
years. During late 1995 and early 1996 the subject property was undergoing
renovation, with occupancy reflecting approximately 40%. Daily room rates have
risen from $49 in 1992 to approximately $55 this year. It is anticipated that
the subject property will maintain an occupancy rate of 45 to 50 percent, with a
daily room rate average of $55.

The Shilo Inn has 70 rooms, representing approximately 11% of the greater market
segment and approximately 27% of specific competitors. The subject property has
recently been renovated, is in good condition, is close to restaurants and has
good access to Interstate 5 and support facilities. These factors set the
subject apart and above the competition. Because of these factors the subject
property has enjoyed a higher-than-average daily rate compared to other lodging
facilities in this segment of the market. This is supported by the actual
increase in occupancy and room revenue over the past several years.

In view of these factors, it is our conclusion that the subject property will
continue to maintain its place in the upper segment of the Grants Pass lodging
market. It is unlikely that additional development will compromise this
position, given the subject diversity of rooms, amenities, its location close to
Interstate 5, proximity to downtown Grants Pass and area attractions.


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- --------------------------------------------------------------------------------
- --------------------          SHILO INN                        -----------------
# of Rooms        70          1880 NW Sixth Street             Remodeled 1995-96
- --------------------          Grants Pass, OR                  -----------------
- ------------------------
Building Area  35,499 sf

                     ---------------------------------------
                     RECONSTRUCTED HISTORICAL OPERATING DATA
================================================================================

<TABLE>
<CAPTION>
                                                                                                                                  
                                    1993                             1994                             1995                        
==================================================================================================================================
Occupancy Rate                      54.00%                           47.00%                           44.00%                      
Average Room Rate                   $50.67                           $52.00                           $52.28                      
- ----------------------------------------------------------------------------------------------------------------------------------
REVENUES                                    % Total   Per Room                % Total   Per Room               % Total   Per Room 
                                            -------   --------                -------   --------               -------   -------- 
<S>                               <C>          <C>     <C>         <C>           <C>      <C>       <C>           <C>      <C>    
  Room Rentals                    $702,957     97.9%   $10,042     $630,447      97.7%    $9,006    $593,109      98.1%    $8,473 
  Restaurant                             0      0.0%        $0            0       0.0%        $0           0       0.0%        $0 
  Telephone                         11,942      1.7%      $171       11,591       1.8%      $166       9,626       1.6%      $138 
  Other Income                       2,989      0.4%       $43        3,182       0.5%       $45       1,980       0.3%       $28 
- ----------------------------------------------------------------------------------------------------------------------------------
Total Revenue                     $717,888    100.0%   $10,256     $645,220     100.0%    $9,217    $604,715     100.0%    $8,639 

EXPENSES
Departmental Expenses
  Rooms Department                 154,485     21.5%    $2,207      148,927      23.1%    $2,128     143,029      23.7%    $2,043 
  Food & Beverage                   14,402      2.0%      $206       10,143       1.6%      $145       9,633       1.6%      $138 
  Telephone                          8,167      1.1%      $117        7,889       1.2%      $113       8,035       1.3%      $115 

Undistributed Operating Expenses
  Administrative & General          25,981      3.6%      $371       28,759       4.5%      $411      25,295       4.2%      $361 
  Management                        35,894      5.0%      $513       32,261       5.0%      $461      30,236       5.0%      $432 
  Marketing                         17,585      2.4%      $251       21,641       3.4%      $309      27,190       4.5%      $388 
  Utilities                         37,390      5.2%      $534       36,603       5.7%      $523      39,548       6.5%      $565 
  Property Operations & Maintenance 21,585      3.0%      $308       25,189       3.9%      $360      30,293       5.0%      $433 
  Capital Expenditures               6,988      1.0%      $100       16,644       2.6%      $238      11,780       1.9%      $168 
  Miscellaneous                        803      0.1%       $11          694       0.1%       $10         923       0.2%       $13 

Fixed Charges
  Property Tax & License            28,016      3.9%      $400       24,763       3.8%      $354      24,101       4.0%      $344 
  Insurance                          5,624      0.8%       $80        5,559       0.9%       $79       5,457       0.9%       $78 
- ----------------------------------------------------------------------------------------------------------------------------------
Total Expenses                    $356,920     49.7%    $5,099     $359,072      55.7%    $5,130    $355,520      58.8%    $5,079 

NET OPERATING INCOME              $360,968     50.3%    $5,157     $286,148      44.3%    $4,088    $249,195      41.2%    $3,560 
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                  Trailing 12
                                  Months 8/96
================================================================
Occupancy Rate                        39.00%
Average Room Rate                     $54.42
- ----------------------------------------------------------------
REVENUES                                       % Total  Per Room
                                               -------  --------
  Room Rentals                      $540,156      97.5%   $7,717
  Restaurant                               0       0.0%       $0
  Telephone                           11,133       2.0%     $159
  Other Income                         2,956       0.5%      $42
- ----------------------------------------------------------------
Total Revenue                       $554,245     100.0%   $7,918

EXPENSES
Departmental Expenses
  Rooms Department                   143,413      25.9%   $2,049
  Food & Beverage                      7,997       1.4%     $114
  Telephone                            7,442       1.3%     $106

Undistributed Operating Expenses
  Administrative & General            24,390       4.4%     $348
  Management                          27,712       5.0%     $396
  Marketing                           27,150       4.9%     $388
  Utilities                           35,797       6.5%     $511
  Property Operations & Maintenance   28,801       5.2%     $411
  Capital Expenditures                15,190       2.7%     $217
  Miscellaneous                          704       0.1%      $10

Fixed Charges
  Property Tax & License              26,315       4.7%     $376
  Insurance                            5,433       1.0%      $78
- ----------------------------------------------------------------
Total Expenses                      $350,344      63.2%   $5,005

NET OPERATING INCOME                $203,901      36.8%   $2,913
- ----------------------------------------------------------------


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1880 N.W. Sixth Street, Grants Pass, OR
- ---------------------------------------


INCOME APPROACH (Continued)

Occupancy and Room Revenue Estimates

The subject's reconstructed historical operating summary, as provided by the
Shilo Inn, is located on the previous page. Occupancy changed from 54 percent in
1993 to 47 percent in 1994, to 44 percent in 1995 and are 39 percent for the
trailing 12 months. Occupancy declined due to the aging of the subject and in
1995 and 1995 it was undergoing a remodel, which eliminated many rooms from
availability and resulted in a low occupancy rate. The remodel is complete and
occupancy is increasing and should return to earlier levels. The average daily
room rate has increased from $53.79 in 1993 to $58.60 in 1996. We expect the
subject property to maintain its operation within this range of the market for
the foreseeable future.

The Smith Travel Research report located in the addenda indicates that occupancy
market wide was 62.8 percent in 1993, 61.4 percent in 1994, 61.6 percent in 1995
and is achieving 65.4 percent in the first nine months of 1996. The average
daily rates have similarly remained stable from $53.44 in 1993 to $56.50 in
1996. These figures reflect upward potential for the subject in occupancy.

Based on our analysis of the competitive market area and the subject's
operations, it is our opinion that the subject will achieve an occupancy rate of
48 percent in 1997 and increase to typically historic levels of 52 percent per
year for the duration of the analysis. An average daily rate of $58.50 for year
one, projected to increase at an annual rate of 3 percent per year.

Other Revenues

Other revenues include telephone income, estimated at 1.8 percent of room
revenues; and miscellaneous other income from vending machines and similar
items, which is estimated at 0.50 percent of room revenues. The subject's
history is the best indicator of these revenue.

EXPENSE ANALYSIS

In addition to the subject's actual historical operating data, previously
presented, we have reviewed expense data as reported in Trends by PKF
Consulting, and Star Travel Research which are both located in the addenda.

Departmental Expenses -Rooms

Room expenses include salaries, wages, payroll taxes and fringe benefits for
front desk staff and housekeeping personnel; general hotel expenses (excluding
franchise fees); guest room supplies; cleaning supplies; laundry, linen;
reservations/booking expenses; travel agent commissions; and numerous other
small expense categories. PKF industry standards indicate a range from $3,166 to
$3,950 per room. Star Research reports rooms department expenses to range from
$3,208 to $4,432. The subject's reconstructed historical data indicates a range
from $2,043 to $2,207 per room. The subject is operating at stable and
consistent levels which are below industry averages. We have projected $2,100
per room for departmental room expense which is at the subject's actual
historical performance. We believe that a typical buyer for the subject property
would a similar chain operation or even larger organization that can achieve the
same efficiencies that the current operations have demonstrated.


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1880 N.W. Sixth Street, Grants Pass, OR
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INCOME APPROACH (Continued)

Telephone

Telephone expenses include monthly service charges, local and long distance
charges billed by the phone company. The subject property utilizes a discount
rate long distance provider which bills in six second increments, and offers
discounted long distance rates. Although the ratio of phone revenues to expenses
are in line with the industry standard at about 2:1, these operations comprise a
small percentage of revenue. We have utilized an expense ratio of 65 percent of
telephone revenues based on historical data.

UNDISTRIBUTED OPERATING EXPENSES

These expenses reflect the expenses and fixed overhead items which are not
attributable to any specific activity or profit center but are required to
maintain the going concern operation. These include Administrative and General
Expenses; Franchise Fees; Marketing and Guest Entertainment costs; Property
Operation and Maintenance Costs; Energy / Utility Costs and miscellaneous other
unallocated departmental costs.

Administrative and General

These expense items include: administrative staff salary/wages, payroll taxes
and benefits; bookkeeping and accounting; vehicle expenses; credit card
commissions; office supplies; printed materials; postage; professional and legal
fees; contract security; and owner/manager travel expenses, and bad debt
write-offs. PKF reveals that industry standards for administrative and general
expenses in the two property categories we compared the subject to ranged from
7.8% to 9.0%. Smith Travel indicates this expense to range from 9.1% to 9.4% for
the subject's categories. The subject expended between 3.6% and 4.5% for G&A
over the past four years. We conclude that the most subject's actual experience,
with some consideration to industry averages, is the best indicator of this
expense and have selected 3.8% for our projections.

Management Fees

The subject property is owner operated and the primary compensation paid to the
owner managers comes in the form of profit distributions. A portion of the
executive management compensation is also accounted for in Administrative
salary/wages which are also somewhat below industry averages by several
measures. A typical market derived management fee for an operation such as the
subject should run at least 3.0%-5.0% according to most reliable sources. PKF
industry standards indicate a range for management of 2.8% to 3.1%. Smith Travel
indicates 2.8% to 3.8% for management expense in the subject's categories. The
subject has a 5 percent internal accounting management fee. We have utilized a
management fee of 5.0 percent for our projections which is above industry
standards.


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INCOME APPROACH (Continued)

Franchise and Marketing Expense

Franchise and marketing expense includes charges for regional or national chain
affiliations or franchise, expenses for advertising, promotional literature and
activities. Historically the subject has expended between 2.4% to 4.9% for
advertising and there is no franchise fee since the subject is company owned.
PKF industry standards indicate advertising expense to range from 3.7% to 3.9%
and franchise fees to range from 0.9% to 1.9%. Smith Travel indicates 3.7% to
6.6% for advertising and 1.7% to 3.5% for franchise fees. Despite the current
level of the subject's expenditures, we used the industry standards for our
projections, since we look at typical owner requirements rather than Shilo's
actual corporate profile. We have utilized a rate of 3.0% for franchise and 5.0%
for marketing, for a total of 8%, based on our estimate of the appropriate costs
for the subject property to continue to perform at current levels.

Energy / Utility Costs

Expenses in the Energy/Utility category are highly consistent over the previous
four years of operation. We note that the Pacific Northwest has the lowest
energy costs of any region of the US because of the relative abundance of
hydroelectric power. The subject has expended between 5.2 to 6.5 percent in
utility expenses in the past four years. PKF industry standards indicate a range
from 3.9 to 5.0 percent and Smith Travel indicates a range from 4.8% to 6.3%. We
have utilized 6.0 percent for our analysis based on the subject's historical
data.

Property Operations and Maintenance

This category includes automotive maintenance; Building expenses; computer
equipment and software systems; Copy Machine/Fax machine maintenance;
maintenance contracts; grounds maintenance; painting and decorating; swimming
pool/spa maintenance contracts; TV repairs; tools and other miscellaneous
expenses. The subject has historically spent between 3.0 and 5.2 percent for
repairs and maintenance which includes some capital improvements expenses. PKF
industry standards indicate a range from 4.5 to 6.2 percent and Smith Travel
indicates 4.2% to 5.2% for this item. We have utilized a rate of 5.0 percent
based on the subject's most recent historical data and industry standards.

FIXED CHARGES

Property Taxes

According to the county assessor, the subject's current property taxes are
$24,439. Taxes are based on six year cycle assessments with annual adjustments
by the assessor. A sale does not trigger a reassessment. We expect future
assessment increases to be in line with historical increases. Property taxes for
the subject property are estimated at $26,000 in our projections to account for
personal property taxes.


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1880 N.W. Sixth Street, Grants Pass, OR
- ---------------------------------------


INCOME APPROACH (Continued)

Property Casualty Insurance

Insurance has been consistent during the last four years between 0.8 and 1.0
percent of total revenue which is slightly below the 1.0% to 1.2% level
suggested by the industry standard data. A one year premium for fire and
extended coverage and liability has been estimated at 0.8 percent. Industry
averages are above the actual history of the subject but these are a general
indicator overall, highly dependent on location and negotiations. In the final
analysis we relied on the subject's history.

Replacement Reserves

The short-lived building components and equipment which require replacement and
for which a reserve account should be set up consist of roof covering, floor
covering, draperies, water heaters, air conditioning systems and other
mechanical systems servicing the buildings and other capital expenditures. Since
these expenses are bound to occur, we have accounted for this expense item as a
percentage of total revenue. Some of the replacement items are included in
normal maintenance, supplies and room expense items.

The International Society of Hospitality Consultants released a comprehensive
study in 1995 which examined historical industry-wide CapEx expenditures for the
10 year period from 1983 through 1993. The study, funded by 16 high profile
national and international hospitality management companies, lenders and hotel
operators concluded that the historical convention of reserving only 2%-3% of
gross revenues was inadequate for funding the actual capital outlays required to
maintain a property in a typically competitive market. They concluded that
capital expenditures for limited service properties averaged 3.7%.

They also noted that CapEx expenditures increased significantly as a hotel ages
with a spike every 7 to 9 years when major renovations of guest rooms and public
areas are required. They pointed out that properties in their survey data built
before 1981 averaged CapEx outlays of 9.6% of annual gross revenue. What this
clearly reveals is that historical reserves have been grossly underestimated and
have caused financial distress for both financiers and operators of hotel
properties. The bottom line of the study is that properties over 7 to 8 years
old, and certainly those over 10 years old will require reserves of roughly 2.5
times to 3.0 times the traditionally accepted reserve allowance. For upper-tier,
limited service properties and lower-tier, full service


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1880 N.W. Sixth Street, Grants Pass, OR
- ---------------------------------------


INCOME APPROACH (Continued)
Capitalization Analysis

properties this will equate to a total CapEx reserves of 4%-5% at a minimum,
depending on age, method of construction, historical occupancy/use levels and
prior CapEx investment.

We have divided reserves charges into two categories: Furniture, Fixtures &
Equipment and Improvement Reserves. The furniture, fixtures and equipment used
in the operations of the subject property is charged at a rate of 3.0 percent of
total revenue based on industry standards and our estimate of the useful life of
the subject's FF&E. The improvements reserve for replacement expense is
estimated at 2.0 percent of total revenue.

Direct Capitalization: This technique employs the use of an overall rate. This
is an annual percentage rate that expresses the relationship between net
operating income and the present worth of the property. The term overall rate
reflects the fact that the rate incorporates capital appreciation or
depreciation along with a return on net income. The overall rate must represent
what informed, prudent and rational investors are requiring and obtaining for
similar, competitive properties in the current market.

Overall Rate Derivation / Direct Capitalization: The first estimate of value we
develop through the Income Approach is developed with the Direct Capitalization
Technique, which utilizes the overall capitalization rate. This is an aggregated
rate that expresses the relationship between a single year's stabilized net
operating income, and the present worth of the property. The term overall
capitalization rate, or simply, overall rate (OAR), indicates that the rate
encompasses all market derived return requirements including capital
appreciation or depreciation, a baseline return on net income, plus any risk
related return premiums dictated by the market's perception of the risk elements
attendant to ownership and operation. The overall rate should represent the
income to value ratio that typically informed, economically motivated, prudent
and rational investors would require and obtain, when investing in similar,
competitive properties in the current market.

Ideally, the market transactions referenced in the overall rate derivation
should be open market sales of regionally competitive hotel properties, with
generally similar income streams and expense ratios. The summary contained in
the Direct Comparison Approach indicates overall rates derived from only two of
the primary market comparable sales. A Supplemental Summary of Hotel Sales has
also been produced to show the overall rates indicated in a variety of other
hotel sales in a broader survey of the Pacific and Inland Northwest.

The sale of the Bellevue Hilton, which sold in August 1995, indicated an overall
rate of 9.00%. This was the lowest OAR and it could be regarded as anomalous,
relative to the other market indicators and investors surveys compiled by us. We
surmise that the price may have reflected substantial unrealized income
potential or operating economies not superficially obvious from the reported
data.


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1880 N.W. Sixth Street, Grants Pass, OR
- ---------------------------------------


INCOME APPROACH (Continued)

The balance of the supplemental sales suggested OAR's ranging from the low 10 to
high 11 percent except for Supplemental Sale No. 5, the Ameritel Inn, which
reported an OAR of 13.48% Although the price/unit appears to fall within the
range of the other surveyed transactions, the OAR of Sale No. 5 appears well
above the indicated range for a property of it's age, and apparent quality. We
are, therefore, disinclined to emphasize the OAR of this sale as an indicator
for the subject

Capitalization Analysis

National Investor Surveys compiled from a variety of respected industry sources
provide additional insight into investor expectations and underwriting
assumptions which may me relevant to the analysis of the subject. For reader
convenience we have compiled a survey of the surveys which is presented on the
following page. The Korpacz Real Estate Investor Survey, Third Quarter 1996,
indicates the average free and clear equity overall rate for hotel properties is
12.75 percent, as compared to 12.53 percent for the previous quarter and 12.79
percent a year ago.

According to the First Quarter 1996, National Investor Survey conducted by CB
Commercial, going in cap rates for Class A, Full Service Hotel properties ranged
between 8.00% and 12.00% and average 10.30%. Class B, Limited Service Hotels
ranged from 9.00% to 13.00% and averaged 11.30%. Our classification of the
subject as an upper tier Limited service, or lower tier full service hotel
suggests an OAR in the low 11% range.

According to the First Half 1996, Hotel Investment Outlook prepared by Landauer
Hospitality Services, going in cap rates for Class A, Full Service Hotel
properties ranged between 7.00% and 13.00% and averaged 9.75%. Class B, Limited
Service Hotels ranged from 10.00% to 14.00% and averaged 11.55%. Again, our
classification of the subject as an upper tier Limited service, or lower tier
full service hotel suggests an OAR in the low 11% range.

According to TransActions 1995 Recap, published by Hotel Motel Brokers of
America the Mountain Pacific Region had an average overall rate of 12.7 percent
for all hotels and ranged between 9.4 and 14.5 percent. These sales totaled 38
hotels with an average 66 units per hotel. They had an average occupancy of 55.2
% and an average daily rate of $42.68. which is lower than the subject's
operating levels. Nationally the rates ranged from 9.1% to 14.8%, and averaged
11.80% for all HMBA transactions. We observe that HMBA member brokers were
primarily involved in sales of individually owned properties and not the larger
institutional, and multi-property transactions included in the survey results
compiled by the national consulting firms. We think the HMBA transactions may
represent a slightly lower grade of properties than the subject property.


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1880 N.W. Sixth Street, Grants Pass, OR
- ---------------------------------------


INCOME APPROACH (Continued)
Capitalization Analysis

PKF Consulting, one of the most respected names in the hospitality industry
identifies OAR's ranging from 8.00% to 11.30% for Class A properties and an
average of 10.88%. Class B properties range from 8.50% to 14.50%, averaging
11.76%. Their results are consistent with the other industry consultants cited.

OAR Conclusion / Indication of Value

In attempting to select an appropriate OAR for the direct capitalization value
work up for the subject we have considered the following:

o     The subject property is a middle tier, limited-service property defined by
      its franchise flag and has a high level and quality of operations and
      other guest amenities relative to its competitive market.

o     The subject property is 25 years old hotel which is proposed for cyclical
      renovations.

o     The current competitive position of the subject in its market area is
      fairly strong in its niche as new competition will likely be impeded by
      development costs and restrictive market conditions for new development.

Based on these factors, our Direct Sales Comparison Analyses and our survey of
hospitality industry consultants, we conclude that the appropriate OAR for
developing a value estimate for the subject property through the Direct
Capitalization Technique is 10.50%. Dividing the projected stabilized Net
Operating Income by the selected OAR yields an indication of fee simple value
for the going concern operation, as of the current appraisal date in the amount
of:

                                   $2,420,941
                                   ==========

Yield Capitalization / Discounted Cash Flow Analysis

A discounted cash flow analysis has been made on the premise that the value of
the subject property is represented by the present worth of the anticipated
future net income stream. The projected income stream is based on an analysis of
the quality, as well as the quantity and duration, of the income expectancy.
This income stream is discounted to present value using a discount factor and
then added to the present worth of the property reversion. The property
reversion is calculated by capitalizing the net income from the property into an
indication of value using a capitalization rate extracted from the general
market data of similar properties. This value is then discounted to present
worth.


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1880 N.W. Sixth Street, Grants Pass, OR
- ---------------------------------------


INCOME APPROACH (Continued)
Yield Capitalization / Discounted Cash Flow Analysis

In this analysis, we utilize a ten-year discounted cash flow projection which
represents the underwriting convention of the industry. Although we have not
profiled specific survey results we note that the average holding period for
hotel investments, according to at least two national consultants ranges from 6
to 10 years. One source referenced a 6.27 year average holding period in 1995
while the other referenced a 7.1 year average holding period. Ten to eleven
years, the period covered in our analyses, probably represents the outer limits
of what most investors reasonably anticipate as an investment holding period
since profit taking (dispositions) and normal business cycles seem to occur in
rolling five to seven year intervals.

Revenue and Expense Growth Rate

The survey results are self explanatory. We note that the emerging trend among
analysts and underwriters is a very thin but widening margin between income and
expense growth rates, with revenues leading. As this margin widens the positive
impact on value indications becomes geometric, and we think unreliable. As of
the date of this writing, one market watcher suggests that a rate differential
of 12 to 15 basis points represents the current market thinking. We think such
an assumption may be plausible during the early phases of an industry or
national economic recovery when revenue gains do generally exceed expense growth
rates by meaningful margins. Our perception is that strong industry performance
during the last two plus years will breed new competition placing downward
pressure on revenue growth. Nevertheless, industry vendors, subcontractors and
county tax assessors, not wanting to miss out on the "good times" should
continue with healthy price and assessment increases over the next couple years.
We think it prudent, therefore, to project both revenue and expense growth at
the same levels over the long haul. The survey results lead us to conclude on
annual growth factors of 3.00% for both revenue and expenses.

Terminal Capitalization Rate

Our rate selection is based on the survey results previously presented and our
perceptions of the subject property and its competitive position in the local
market. The survey results suggest that terminal capitalization rates generally
exceed the going in rates by 25 to 100 basis points. Utilizing moderate growth
rate assumptions, CapEx reserves, and moderately conservative discount rates (to
be discussed next) leads us to select a terminal cap rate 100 basis points above
the going in rate, or 11.50%.


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1880 N.W. Sixth Street, Grants Pass, OR
- ---------------------------------------


INCOME APPROACH (Continued)
Yield Capitalization / Discounted Cash Flow Analysis

Discount Rate Selection

The discount rate we utilized reflects the long term yield expectations of hotel
market investors, relative to other alternative investment opportunities in the
real estate markets available today. It also reflects current financial market
conditions and the perceived risk, quality and duration of the income stream
anticipated from each prospective investment. The yield rate used in the
Discounted Cash Flow Analysis is anticipatory rather than historical in its
reference point. The rate should consider all benefits and risks attendant to
the ownership and operation of that particular class of income property, and may
also anticipate tax considerations and leveraging issues that non-realty
investments do not. The appropriate rate is that minimum rate that the
individual, institutional or real estate investor considers a minimal acceptable
return on investment over the particular projection period analyzed. It may be
regarded as a hurdle rate, below which, the typical market investor would not
find sufficient returns to justify the investment, given the risks and
responsibilities attendant to that investment.

We have utilized two means of identifying an appropriate discount rate for the
subject property analyses. These are:

o     Survey of investors' acceptable yield rates

o     Capital market returns analysis plus risk rate

The National Investor Surveys previously referenced summarize the return
expectations of institutional and individual investors as they have been
compiled by five of the hospitality industry's most familiar and respected
consultants. Altogether they reveal a typical range of discount rates from 10.0%
to 20.0% with a convergent grouping of averages and medians clustered between
14.00% and 15.00%.

Built up Yield Rates can provide another indication of investors' motivations
and expectations regarding long term equity returns. These may be developed or
"built up" from the bond markets and other long term capital markets. However,
the quality and durability of a real estate income stream, and the marketability
of real property is generally considered less reliable (predictable) than other
capital market investments. Investors may purchase relatively risk free treasury
funds and sell them almost immediately when he or she chooses. Investments in
real estate require additional risk based yield premiums to compensate for their
additional risks and illiquidity. Therefore, one simple technique for estimating
the appropriate yield rate for real estate in general, and hotels specifically,
is to explore the yield relationships between relatively "risk free" investments
and real estate investments.


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1880 N.W. Sixth Street, Grants Pass, OR
- ---------------------------------------


INCOME APPROACH (Continued)
Yield Capitalization / Discounted Cash Flow Analysis

According to a market yield rate survey conducted by Real Estate Research
Corporation, the difference in yield rates between real estate and other
selected capital market investments over the last four quarters ranged from 2.4
percent to 5.6 percent. These differences may be regarded as market perceptions
the additional risks and illiquidity premiums required of real estate
investments in general. Comparing yield rates on investment grade real estate to
hotel investments reveals an additional yield rate differential of 1.00% to
3.00% which investors require of management intensive real estate such as
hotels. Hotels are actually much more than real estate operations. They are in
fact going concern business operations which are real estate intensive. The
additional management expertise and risks attendant to such enterprises dictates
another level of yield compensation. The following table shows some recently
published yields on bonds, which are an indication of long term investor's
pre-tax "safe rate" equity yield requirements:

                          Yields on Selected Securities
================================================================================
    Period           Aaa Bonds     Baa Bonds        Treasury           Treasury 
                                                   Securities         Securities
                                                  (Long Term)        (Five Year)
- --------------------------------------------------------------------------------
  March 1995            8.12%        8.70%           7.45%              7.05%
- --------------------------------------------------------------------------------
September 1995          7.32%        7.93%           6.55%              6.00%
- --------------------------------------------------------------------------------
  April 1996            6.80%        7.47%           6.05%              5.36%
- --------------------------------------------------------------------------------
    Average             7.41%        8.03%           6.68%              6.14%
================================================================================

Based on the stability of the revenues and potential marketability of the
subject as discussed previously, the discount rate could be reflected as
follows:

        "Risk Free" Capital Market Return Rate:                  8.00% +/-
        Real Estate Risk and Illiquidity Premium:                4.00% +/-
        Hotel-Going Concern Risk based premium:                  1.50% +/-
                                                                ----------
        Total Return Expectation-Going Concern Hotels:          13.50% +/-

Based on the National Investor Surveys, the capital market risk based premium
rationale, and the specific characteristics of the subject property previously
enumerated we conclude the appropriate yield rate (IRR) to be utilized in the 10
year DCF is 13.50%.


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1880 N.W. Sixth Street, Grants Pass, OR
- ---------------------------------------


INCOME APPROACH (Continued)
Yield Capitalization / Discounted Cash Flow Analysis

Net Reversionary Value

The last component we must consider in the long term discounted DCF analysis is
the net reversionary interest in the property. The yield analysis explicitly
assumes full capital recovery at the end of the holding period, which is another
way of saying the sale or disposition of the property. Calculating a net
reversionary value is accomplished through a simple direct capitalization
technique utilizing the projected Year 11 NOI, and an appropriate terminal
capitalization rate. From the direct capitalization value indication we deduct
estimated selling costs, which will include brokers commissions, title costs,
legal costs and escrow fees. This net reversionary value is included in the Year
10 cash flow projections and is identified as the NOI + Reversion in the 10 Year
DCF spreadsheet on the following page.

Discounting the projected operational cash flows plus net reversionary value in
Year 10, by the appropriate yield rate produces an indication of Net Present
Value (NPV) in the amount of:

                                   $2,623,629
                                   ==========

Correlation of Value Indications

The discounted cash flow schedule is located on the following page which
contains the income, expenses, discounting, reversion and direct capitalization.
We have given both indication relatively similar weight. The indicated values
and conclusion of value, of the leasehold estate, via the Income Approach are
summarized below:

             Direct Capitalization - Fiscal 1997 Income - $2,420,941

                   Discounted Cash Flow Analysis - $2,623,629

                               Rounded $2,500,000
                                       ==========


                                                                              95
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<PAGE>

                                                           SHILO INN
# of Rooms                                        70       1880 NW Sixth Street
Growth Rate:                                    3.0%       Grants Pass OR
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
                                             % Total       1         2          3         4         5          6         7  
Fiscal Year (12/1 TO 11/30)                  Revenue      1997      1998       1999      2000      2001       2002      2003
============================================================================================================================
<S>                                           <C>     <C>       <C>        <C>       <C>       <C>        <C>       <C>     
Room Nights Available                                   25,550    25,550     25,550    25,550    25,550     25,550    25,550
Number of Occupied Rooms                                12,264    13,286     13,286    13,286    13,286     13,286    13,286
Occupancy Rate                                          48.00%    52.00%     52.00%    52.00%    52.00%     52.00%    52.00%
Average Room Rate                                       $54.00    $55.62     $57.29    $59.01    $60.78     $62.60    $64.48
- ----------------------------------------------------------------------------------------------------------------------------

REVENUES
 Room Rentals                                 97.75%  $662,256  $738,967   $761,136  $783,970  $807,490   $831,714  $856,666
 Telephone                                     1.80%    11,921    13,301     13,700    14,111    14,535     14,971    15,420
 Restaurant Revenue                            0.00%         0         0          0         0         0          0         0
 Other Income                                  0.50%     3,311     3,695      3,806     3,920     4,037      4,159     4,283
                                              ------------------------------------------------------------------------------
Total Revenue                                 100.0%  $677,488  $755,964   $778,642  $802,002  $826,062   $850,844  $876,369

EXPENSES
Departmental Expenses
 Rooms ($/room/year)                          $2,100   147,000   151,410    155,952   160,631   165,450    170,413   175,526
 Telephone (% of Departmental Income)          65.0%     7,748     8,646      8,905     9,172     9,448      9,731    10,023
                                              ------------------------------------------------------------------------------
Total Departmental Expenses                    22.8%  $154,748  $160,056   $164,858  $169,803  $174,897   $180,144  $185,549

Undistributed Operating Expenses
 Administrative & General                       4.5%    30,487    31,402     32,344    33,314    34,313     35,343    36,403
 Management                                     5.0%    33,874    37,798     38,932    40,100    41,303     42,542    43,818
 Furniture, Fixtures & Equipment Reserves       3.0%    20,325    22,679     23,359    24,060    24,782     25,525    26,291
 Franchise & Marketing                          8.0%    54,199    60,477     62,291    64,160    66,085     68,067    70,110
 Utilities                                      6.0%    40,649    45,358     46,719    48,120    49,564     51,051    52,582
 Property Operations & Maintenance              5.0%    33,874    37,798     38,932    40,100    41,303     42,542    43,818
 Miscellaneous                                  1.5%    10,162    11,339     11,680    12,030    12,391     12,763    13,146
                                              ------------------------------------------------------------------------------
Total Undistributed Expenses                   33.0%  $223,571  $246,851   $254,257  $261,884  $269,741   $277,833  $286,168

Total Expenses Before Fixed Charges            55.8%  $378,319  $406,907   $419,114  $431,688  $444,638   $457,978  $471,717
Income Before Fixed Charges                    44.2%  $299,168  $349,056   $359,528  $370,314  $381,423   $392,866  $404,652

Fixed Charges
 Property Tax & License                         3.8%    26,000    26,780     27,583    28,411    29,263     30,141    31,045
 Insurance                                     0.80%     5,420     5,583      5,750     5,922     6,100      6,283     6,472
 Buildings Reserve for Replacement              2.0%    13,550    13,956     14,375    14,806    15,250     15,708    16,179
                                              ------------------------------------------------------------------------------
Total Fixed Charges                             6.6%   $44,970   $46,319    $47,708   $49,140   $50,614    $52,132   $53,696

NET OPERATING INCOME                           37.5%  $254,199  $302,738   $311,820  $321,174  $330,810   $340,734  $350,956
Present Value of Income Stream                         223,964   235,004    213,263   193,534   175,630    159,382   144,638
 Discounted at                                13.50%
Total Present Value of Income Stream                          $1,703,882

REVERSION ANALYSIS
- --------------------------------------
 Eleventh Year Income                       $395,004
 Reversion Capitalized @                      11.50%
 Reversion                                $3,434,818                                              DIRECT CAPITALIZATION
 Less Sales Expense                             5.0%                                         *******************************
 Net Reversion                             3,263,077                                         Net Operating Income   $254,199
 Discount rate                                13.50%                                             (1997)
 Present Value of Reversion                           $919,748                               Overall Rate             10.50%
                                                    ----------                                                    ----------
TOTAL PRESENT VALUE                                 $2,623,629                               Indicated Value      $2,420,941

Concluded Value via Income Approach                 $2,500,000          $35,714 /Room
                                                    ==========


<CAPTION>
- -------------------------------------------------------------------------------------
                                                   8         9         10        11
Fiscal Year (12/1 TO 11/30)                       2004      2005       2006      2007
=====================================================================================
<S>                                           <C>       <C>        <C>       <C>     
Room Nights Available                           25,550    25,550     25,550    25,550
Number of Occupied Rooms                        13,286    13,286     13,286    13,286
Occupancy Rate                                  52.00%    52.00%     52.00%    52.00%
Average Room Rate                               $66.41    $68.41     $70.46    $72.57
- -------------------------------------------------------------------------------------

REVENUES
 Room Rentals                                 $882,366  $908,837   $936,102  $964,185
 Telephone                                      15,883    16,359     16,850    17,355
 Restaurant Revenue                                  0         0          0         0
 Other Income                                    4,412     4,544      4,681     4,821
                                             ----------------------------------------
Total Revenue                                 $902,660  $929,740   $957,632  $986,361

EXPENSES
Departmental Expenses
 Rooms ($/room/year)                           180,791   186,215    191,802   197,556
 Telephone (% of Departmental Income)           10,324    10,633     10,952    11,281
                                             ----------------------------------------
Total Departmental Expenses                   $191,115  $196,849   $202,754  $208,837

Undistributed Operating Expenses
 Administrative & General                       37,495    38,620     39,779    40,972
 Management                                     45,133    46,487     47,882    49,318
 Furniture, Fixtures & Equipment Reserves       27,080    27,892     28,729    29,591
 Franchise & Marketing                          72,213    74,379     76,611    78,909
 Utilities                                      54,160    55,784     57,458    59,182
 Property Operations & Maintenance              45,133    46,487     47,882    49,318
 Miscellaneous                                  13,540    13,946     14,364    14,795
                                             ----------------------------------------
Total Undistributed Expenses                  $294,753  $303,596   $312,704  $322,085

Total Expenses Before Fixed Charges           $485,868  $500,444   $515,458  $530,921
Income Before Fixed Charges                   $416,792  $429,295   $442,174  $455,440

Fixed Charges
 Property Tax & License                         31,977    32,936     33,924    34,942
 Insurance                                       6,666     6,866      7,072     7,284
 Buildings Reserve for Replacement              16,664    17,164     17,679    18,210
                                             ----------------------------------------
Total Fixed Charges                            $55,307   $56,966    $58,675   $60,435

NET OPERATING INCOME                          $361,485  $372,329   $383,499  $395,004
Present Value of Income Stream                 131,257   119,114    108,095
 Discounted at                               
Total Present Value of Income Stream         
</TABLE>


                                                                              96
<PAGE>

1880 N.W. Sixth Street, Grants Pass, OR
- ---------------------------------------


                          RECONCILIATION AND CONCLUSION

               Cost Approach                              $3,390,000
               Market Approach                            $2,475,000
               Income Approach                            $2,500,000

The approaches have various degrees of applicability depending on the
circumstances. The Cost Approach is usually relied upon when the improvements
are new, or nearly new and are fully utilized for their designed intent. The
Income Approach indicates the amount at which a prudent investor would pay for
the property. The Direct Comparison Approach reflects actual prices paid for
similar properties reduced to a unit of comparison.

The variance between the approaches does not invalidate any of them and is
expected since each approach reflects the differing attitudes and motivations of
the various sectors of the real estate market.

In this analysis, the Cost Approach is given the least weight due to its
limitations in being able to accurately reflect current market conditions, and
going concern elements of value. These conditions are directly related to the
income generating ability of the subject, which is best analyzed within the
Income Approach. The Cost Approach may therefore represent the least reliable
data source, and the method least likely to be referenced by the typical
investor. However, it would be of interest to anyone exploring the feasibility
of developing new facilities. Here their principal concern is whether functional
properties can be acquired for less than their current replacement cost. If the
answer were "yes", the decision to acquire rather than build should result.

The Sales Comparison Approach is based upon the principle of substitution. It is
based on the premise that an informed investor will pay no more than the cost to
acquire a similar, competitive property with the same utility as the subject. In
this analysis, numerous sales of comparable properties were surveyed and
analyzed and adjusted to compare to the subject. The strength of this approach
is that it is the purest reflection of market intentions with regard to the
subject. It's weakness is that it is the most difficult of all approaches to
verify and quantify since appraisers rarely have access to complete financial
and transactional records for sale comparables. Properly allocating value to
real estate, FF&E and other business components and verifying the actual and
projected operating revenues and expenses are several of the challenges
appraisers face. Developing market supported quantitative and qualitative
adjustment factors is also extremely problematic. Therefore, individual
interpretations of reported sale data can be somewhat varied which tends to make
value indications developed through this approach highly subjective. While data
reliability can be rather poor in some instances, this approach is generally
utilized by market participants for developing reasonable bracketing of value
and key benchmark ratios which are utilized in the primary valuation approach,
The Income Approach.


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


RECONCILIATION AND CONCLUSIONS (Continued)

The Income Approach is the primary approach utilized in estimating the value of
the subject. It has the benefit of generally being the most reliable approach,
since operating projections are developed from the detailed records of the
owners. It also is the approach given the most weight by knowledgeable market.

Participants who base the bulk of their investment decision making on projected
return analyses. Value estimates are developed through detailed economic data
including occupancy levels and ADR's through application of direct
capitalization rates and discount rates. Numerous well respected consultants and
industry leaders perform research and publish data which aids the appraiser in
formulating opinions of value. Clearly, the Income Approach is the most reliable
and verifiable of the three approaches and is also the de facto standard
utilized by all knowledgeable market participants. Therefore, the value
conclusions presented herein place the greatest weight on the indications of
value developed through the Income Approach.

Based on the foregoing analysis, the opinion has been formed by the appraisers
that the market value of the subject hotel property, as a going concern with all
furniture fixtures and equipment, subject to the limiting conditions included in
this report, as of December 1, 1996, of the Fee Simple Estate, As Is, was:

                                   $2,500,000
                                   ==========

                      (Including Value of FF&E - $175,000)


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


                                  CERTIFICATION

The undersigned appraisers hereby certify that, to the best of their knowledge
and belief:

The statements of fact contained in this report are true and correct.

The reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions, and are our personal, unbiased
professional analyses, opinions, and conclusions.

We have no present or prospective interest in the property that is the subject
of this report, and have no personal interest or bias with respect to the
parties involved.

Our compensation is not contingent on an action or event resulting from the
analyses, opinions, or conclusions in, or the use of, this report.

Our analyses, opinions, and conclusions were developed, and this report has been
prepared, in conformity with the Uniform Standards of Professional Appraisal
Practice.

We have made a personal inspection of the property that is the subject of this
report, unless specifically stated otherwise.

In addition to the undersigned Mr. Herald Haskell, MAI performed the original
field inspection, site, improvements, area and competitive market analysis and
land valuation.

The reported analyses, opinions and conclusions were developed, and this report
has been prepared, in conformity with the requirements of the Code of
Professional Practice of the Appraisal Institute.

The use of this report is subject to the requirements of the Appraisal Institute
relating to review by its duly authorized representatives.

This appraisal assignment was not based on a requested minimum value, a specific
value or the approval of a loan.

As of the date of this report, M. Hammad has completed the requirements of the
continuing education program of the Appraisal Institute.


/s/ M. Hammad

M. Hammad, MAI
Certified General Appraiser
CA No. AG002849
OR No. TNR0314


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1880 N.W. Sixth Street, Grants Pass, OR
- ---------------------------------------


                           STATEMENT OF QUALIFICATIONS
                                  M HAMMAD, MAI

PROFESSIONAL AFFILIATIONS

   MAI, Member Appraisal Institute #10,868
   GAA, General Accredited Appraiser, National Association of Realtors
   Member San Fernando Valley Board of Realtors

EXPERT WITNESS

Qualified as expert witness before Los Angeles County and Orange County Superior
Courts and US Federal Bankruptcy Court and American Arbitration Association.

EDUCATION

University of California, Los Angeles (UCLA)
BA in Economics - 1977

LICENSES

   Certified General Appraiser, California
   #AG002849, Expires 2/1/97
   Real Estate Broker, State of California

PROFESSIONAL HISTORY

HAMMAD & ASSOCIATES, INC. Studio City, CA                        1988 to Present
President

      Principal of real estate appraisal and consulting firm in commercial,
      industrial and income producing residential properties.

MARSHALL & STEVENS, Los Angeles, CA                                 1986 to 1988
Director of Real Estate Valuation

      Manager and director of real estate appraisal group specializing in the
      appraisal of commercial and industrial real estate for large investors,
      corporations and major financial institutions.

WELLS FARGO REALTY ADVISORS, Marina Del Rey, CA                     1985 to 1986
Assistant Vice President

      Appraisal officer specializing in appraisal of major properties for
      portfolio analysis, proposed joint venture developments and financing.

LAVENTHOL & HORWATH, Los Angeles, CA                                1984 to 1985
Associate Appraiser

      Assisted the National Director of Valuations in developing a new appraisal
      practice that specialized in hotel and motel valuation, mixed use and
      commercial real estate appraisal and feasibility analysis.


                                                                             100
- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

                         QUALIFICATIONS OF THE APPRAISER

                             HERALD S. HASKELL, MAI

Herald S. Haskell is an independent real estate appraiser/analyst with offices
located in Salem, Oregon. He began his real estate appraisal career with
American Federal Savings, in 1973, where he last held the position of Chief
Appraiser. During his twelve year tenure with this Salem, Oregon firm, he
supervised appraisal department personnel and operations, reviewed appraisals
from staff and outside appraisers, analyzed secondary market loan security,
appraised various types of real estate, and analyzed feasibility of major
investments. He accepted the position of Vice President and Assistant Manager of
the Los Angeles office of BA Appraisals Inc., in January, 1986. BA Appraisals,
Inc., a subsidiary of BankAmerica Company, was purchased by Arthur D. Little
Valuation, Inc., in September, 1986. In March, 1987, he opened an independent
real estate appraisal office in Monrovia, California, prior to moving back to
Salem, Oregon.

During the course of his real estate career, he has appraised various types of
residential and income producing properties throughout the United States,
primarily the Western Region. Mr. Haskell has instructed Real Estate Principles
and Real Estate Appraisal courses at Chemeketa Community College, as well as,
SREA Chapter sponsored seminars and workshops.

PROFESSIONAL AFFILIATIONS AND MEMBERSHIPS

The Appraisal Institute,
        MAI (Member, Appraisal Institute) Certificate No. 6118, 1980
        SRPA (Senior Real Property Appraiser) 1978
President, SREA Chapter 85, 1980-81
Delegate, Young Advisory Council, Society of Real Estate Appraisers
Certified Real Estate Appraiser - Oregon (No. C000010) Current license 
        expires 8/31/97

APPRAISAL ASSIGNMENTS

Mr. Haskell has a wide variety of appraisal experience. This experience and
expertise is primarily in the residential, commercial and industrial areas, as
well as special purpose properties. He has appraised numerous complex properties
in these categories for financing, condemnation and various other purposes. He
has obtained significant experience over the past decade in appraising hotels
and motels. These properties have ranged in size from small local, motels to
destination resorts, with ownership ranging from local operators to large
regional and national franchises. The larger destination resort-type facilities
have been valued in multiple millions of dollars. Mr. Haskell's appraisals have
been utilized for underwriting conventional loans, issuing development bonds,
offer and sale negotiations, listing property for sale, just compensation, and
various other purposes. He has qualified as an expert witness in Oregon courts.
A partial list of property types in which he is experienced in appraising is
located on the following page.
<PAGE>

QUALIFICATIONS OF HERALD S. HASKELL MAI (continued)

Mr. Haskell is experienced in appraising/consulting and preparing reports on the
following:

Residential                                                        Hotels/Motels
Apartments                                                     Postal Facilities
Condominiums                                                 Leasehold Interests
Subdivisions                                                   Retail Facilities
Mobile Home Parks                                               Office Buildings
Industrial                                                           Vacant Land
Golf Courses                                                    Shopping Centers
Special Purpose Properties                                              Churches
Feasibility Studies                                Highest and Best Use Analyses
Restaurants                                                       Market Studies

PARTIAL LIST OF CLIENTS

First Interstate Mortgage               Resolution Trust Corporation      
First Interstate Bank                   U.S. Bancorp Mortgage Corp.       
Key Bank of Oregon                      The Bank of Newport               
First Security Bank                     The Commercial Bank               
Washington Mutual Savings               KeyCorp Mortgage                  
Federal Deposit Insurance Corp.         State of Oregon                   
Bank of Salem                           Pioneer Trust Bank                
Centennial Bank                         1st Federal Savings of McMinnville
Western Bank                            Evergreen International Aviation  
Douglas National Bank                   Citizens Valley Bank              
West Coast Bancorp                      West Coast Trust                  
Bank of America                         West One Bank                     
The Bank of Tokyo, Ltd.                 Citizens Bank                     
Valley Community Hospital               Various individuals               

Mr. Haskell's client base centers around real estate lending institutions. While
he is experienced in condemnation work for governmental agencies, market value
estimates for individuals and local governments, as well as providing reports
and testimony for attorney's and courts, his primary clients are lenders. His
more than twelve years experience as an employee of lending institutions has
provided him with a solid understanding of federal regulations, underwriting
requirements and other considerations. He has been a regular consultant at the
board level regarding property values. He maintains a knowledge of current
regulations and requirements set forth by federal regulators.
<PAGE>

EDUCATION

The following is a partial listing of Mr. Haskell's education history. After
service in the U.S. Army, with tours in Germany and Viet Nam, Mr. Haskell
attended college, receiving G.I. Bill benefits, while providing for and raising
a young family. He maintained a 4.0 GPA while studying for the A.S. degree in
Real Estate. Upon completion of this program he entered the professional
designation programs of the Society of Real Estate Appraisers and the American
Institute of Real Estate Appraisers. He met the college degree requirements of
the Appraisal Institute by taking additional course work, passing exams and
review by the Education Committee.

Education has been on-going throughout his appraisal career. The following is a
partial list of coursework and education programs completed:

            - Associate in Science, Real Estate Technology, Chemeketa Community
            College Salem, Oregon

            - Course 101, Society of Real Estate Appraisers, "Introduction To
            Real Property Valuation".

            - Course 201, Society of Real Estate Appraisers, "Appraising Income
            Property".

            - Course VIII, American Institute of Real Estate Appraisers,
            "Appraising Residential Property"

            - Course IX, American Institute of Real Estate Appraisers,
            "Appraisal Administration and Review".

            - Course II, American Institute of Real Estate Appraisers, "Case
            Studies in Urban Property".

            - "Real Estate Investment Analysis" American Institute of Real
            Estate Appraisers.

            - "Standards of Professional Practice" American Institute of Real
            Estate Appraisers.

            - "FHLBB Memo R41(c) Seminar" Society of Real Estate Appraisers.

            - "Advanced Lotus 1-2-3 Workshop" American Institute of Real Estate
            Appraisers.

            - "Retail Property Seminar" American Institute of Real Estate
            Appraisers.

            - "UCIR Form Report Seminar" American Institute of Real Estate
            Appraisers.

            - "Subdivision Analysis" Society of Real Estate Appraisers.

            - "Highest and Best Use-Feasibility Analysis For Non-Residential
            Properties" American Institute of Real Estate Appraisers.

            - "Appraisal Review" Society of Real Estate Appraisers.

            - "Fair Lending and the Appraiser" The Appraisal Institute,
            December, 1993

            - "Legal Liability of Appraisers" Portland Community College,
            November, 1993

            - "Understanding Limited Appraisals and Reporting Options" The
            Appraisal Institute, July, 1994

            - "Uniform Standards of Professional Appraisal Practice, Parts A &
            B" American Institute of Real Estate Appraisers April, 1991; Part A
            - April, 1995.

            - Various seminars, workshops and courses on an on-going basis. Mr.
            Haskell is currently certified through the continuing education
            program of the Appraisal Institute.
<PAGE>

1880 N.W. Sixth Street, Grants Pass, OR
- ---------------------------------------


                                     ADDENDA


                                                                             101
- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

                        INTERNATIONAL DUNES - GRANTS PASS

                                   EXHIBIT "A"

      A tract of land located in the Northwest Quarter of the Northwest Quarter
      of Section 8, Township 36 South, Range 5 West of the Willamette Meridian,
      Josephine County, Oregon more particularly described as follows:

            Beginning at the northeast corner of the Northwest Quarter of the
      Northwest Quarter of said Section 8; thence South 89(degrees) 43' West
      along the north line of said Section 8 for 30.0 feet; thence South
      00(degrees) 10' East along the old right of way line of Orchard Avenue now
      known as North Sixth Street, for 840.0 feet to the true point of
      beginning; thence South 89(degrees) 43' West parallel to the North line of
      Section 8 for 320.0 feet; thence North 00(degrees) 10' West parallel to
      the old right of way line of Orchard Avenue now known as North Sixth
      Street for 264.0 feet; thence North 89(degrees) 43' East for 166.61 feet
      to a 5/8th inch diameter iron rod; thence South 2(degrees) 53' East for
      52.11 feet to a 5/8th inch diameter rod; thence South 0(degrees) 05' 30"
      East for 81.30 feet to a 5/8th inch diameter iron rod; thence South
      78(degrees) 46' 50" East for 152.97 feet to a 5/8th inch diameter iron rod
      set on the westerly right of way line of North Sixth Street; thence South
      00(degrees) 10' East along said Westerly right of way line for 100.0 feet
      to the true point of beginning.

TOGETHER with a non-exclusive easement for ingress and egress in, over and
across the following described property::

Beginning at the Northeast corner of the Northwest Quarter of the Northwest
Quarter of Section 8, Township 36 South, Range 5 West of the Willamette
Meridian, Josephine County, Oregon; thence South 89(degrees) 43' West along the
North line of Section 8 for 30.0 feet; thence South 00(degrees) 10' East along
the West line of North Sixth Street (formerly known as Orchard Avenue) for 740.0
feet to a 5/8 inch diameter iron rod; and the true point of beginning; thence
North 78(degrees) 46' 50" West for 152.97 feet to a 5/8 inch diameter iron rod;
thence North 89(degrees) 54' 30" East for 150.0 feet to the Westerly right of
way line of North Sixth Street; thence South 00(degrees) 10' East along said
right of way line for 30.0 feet to the true point of beginning.

TOGETHER with a 15 foot sewer easement over the following described premises:

Beginning at the Northeast corner of the Northwest Quarter of the Northwest
Quarter of Section 8, Township 36 South, Range 5 West, Willamette Meridian,
thence 589(degrees) 43' West 30 feet; thence South 00(degrees) 10' East along to
old right of way line of Orchard Avenue, now known as Sixth Street, 840.00 feet;
thence North 89(degrees) 43' West 320.0 feet to the true point of beginning;
thence continuing North 89(degrees) 43' West 320 feet, more or less to the East
right of way line of Washington Street; thence along said East right of way line
North 15 feet; thence South 89(degrees) 43' East 320 feet, more or less to a
point 15 feet North of the true point of beginning; thence South 15 feet to the
true point of beginning.

                  Until a change is requested all tax statements shall be sent
                  to the following address:
   EXHIBIT "A"    Mr. Mark Hemstreet
                  4475 S.W. Scholls Ferry Road, Suite 156F
                  Portland, OR 97225

                                                                     [ILLEGIBLE]
<PAGE>

SHILO INN - GRANTS PASS, OREGON (70 units)

NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)          $500,000 remodel
FOR THE 12 MONTHS ENDED 8-31-96 (actual)                       completed in 1996

<TABLE>
<CAPTION>
                                                                                                           
                                                                                                           
                              1991                 1992                 1993                1994           
REVENUE                     (actual)     %       (actual)    %        (actual)    %       (actual)    %    
<S>                         <C>        <C>       <C>       <C>        <C>       <C>       <C>       <C>    
  Guest Rooms               $712,178    97.8%    $703,928   97.9%     $702,957   97.9%    $630,447   97.7% 
  Telephone                   11,292     1.6%      10,538    1.5%       11,942    1.7%      11,591    1.8% 
  Meeting/Banquet Room           498     0.1%       1,116    0.2%        1,050    0.1%         975    0.2% 
  Tax                            663     0.1%         338    0.0%          265    0.0%         260    0.0% 
  Valet                           69     0.0%          13    0.0%            0    0.0%           0    0.0% 
  Video                          854     0.1%         536    0.1%          501    0.1%         437    0.1% 
  Sports and Athletics             0     0.0%           0    0.0%            0    0.0%           0    0.0% 
  Vending Machines               448     0.1%         354    0.0%          367    0.1%         387    0.1% 
  Guest Laundry/Soap              73     0.0%          42    0.0%            9    0.0%           0    0.0$ 
  Miscellaneous                1,854     0.3%       1,831    0.3%          797    0.1%       1,123    0.2% 
                            -----------------    ----------------     ----------------    ---------------- 
    TOTAL REVENUE            727,929   100.0%     718,696  100.0%      717,888  100.0%     645,220  100.0% 
                            -----------------    ----------------     ----------------    ---------------- 
OPERATING EXPENSE

 PAYROLL % RELATED EXPENSE
  Managers                    23,641     3.2%      24,164    3.4%       24,431    3.4%      25,689    4.0% 
  Front Desk                  21,962     3.0%      20,539    2.9%       20,482    2.9%      22,500    3.5% 
  Bookkeeper/Auditor          17,355     2.4%      17,657    2.5%       15,461    2.2%      17,282    2.7% 
  Head Housekeeper             7,184     1.0%       9,176    1.3%        6,574    0.9%       5,880    0.9% 
  Housekeeper - Room          32,755     4.5%      30,507    4.2%       27,051    3.8%      24,902    3.9% 
  Housekeeper - Other          2,883     0.4%       1,876    0.3%        2,208    0.3%       3,199    0.5% 
  Laundry                      5,240     0.7%      10,480    1.5%        8,984    1.3%       5,872    0.9% 
  Guest Services                 134     0.0%         280    0.0%           32    0.0%         155    0.0% 
  Sales & Marketing                0     0.0%           0    0.0%            0    0.0%           0    0.0% 
  Security                         0     0.0%           0    0.0%            0    0.0%           0    0.0% 
  Maintenance                  9,986     1.4%       9,942    1.4%        4,707    0.7%       8,437    1.3% 
  Ground Maintenance             539     0.1%           0    0.0%          131    0.0%           0    0.0% 
  Windows/Carpets                 53     0.0%          63    0.0%            0    0.0%         654    0.1% 
  Bonuses                          0     0.0%           0    0.0%          450    0.1%         700    0.1% 
  Payroll Tales               24,593     3.4%      20,236    2.8%       11,311    1.6%      10,477    1.6% 
  Workers' Comp                    0     0.0%           0    0.0%        5,046    0.7%       7,003    1.1% 
  Workers' Comp Claims             0     0.0%           0    0.0%            0    0.0%           0    0.0% 
  Health Insurance            14,659     2.0%      12,327    1.7%       12,378    1.7%       8,315    1.3% 
  Medical                          0     0.0%           0    0.0%            0    0.0%           0    0.0% 
  Uniforms/Cleaning               33     0.0%         184    0.0%          111    0.0%          66    0.0% 
  Other                          827     0.1%         431    0.1%          299    0.0%         378    0.1% 
                            -----------------    ----------------     ----------------    ---------------- 
    TOTAL PAYROLL            161,844    22.2%     157,862   22.0%      139,656   19.5%     141,509   21.9% 
                            -----------------    ----------------     ----------------    ---------------- 
</TABLE>


                                                  For The
                                              12 Months Ended
                               1995               8-31-96
REVENUE                      (actual)    %         (actual)   %

  Guest Rooms                $593,109   98.1%    $540,156   97.5%
  Telephone                     9,626    1.6%      11,133    2.0%
  Meeting/Banquet Room            643    0.1%         763    0.1%
  Tax                             204    0.0%         315    0.1%
  Valet                             0    0.0%                0.0%
  Video                           509    0.1%         751    0.1%
  Sports and Athletics              0    0.0%           0    0.0%
  Vending Machines                240    0.0%         466    0.1%
  Guest Laundry/Soap                0    0.0%           0    0.0%
  Miscellaneous                   384    0.1%         661    0.1%
                             ----------------    ----------------
    TOTAL REVENUE             604,715  100.0%     554,245  100.0%
                             ----------------    ----------------
OPERATING EXPENSE

 PAYROLL % RELATED EXPENSE
  Managers                     24,709    4.1%      25,002    4.5%
  Front Desk                   23,074    3.8%      22,697    4.1%
  Bookkeeper/Auditor           18,156    3.0%      17,569    3.2%
  Head Housekeeper              5,417    0.9%       5,590    1.0%
  Housekeeper - Room           23,706    3.9%      22,147    4.0%
  Housekeeper - Other           2,962    0.5%       2,936    0.5%
  Laundry                       5,473    0.9%       5,577    1.0%
  Guest Services                  331    0.1%         582    0.1%
  Sales & Marketing                 0    0.0%           0    0.0%
  Security                          0    0.0%           0    0.0%
  Maintenance                   7,765    1.3%       7,961    1.4%
  Ground Maintenance              135    0.0%         250    0.0%
  Windows/Carpets               1,779    0.3%       1,806    0.3%
  Bonuses                         200    0.0%         400    0.1%
  Payroll Tales                11,026    1.8%      10,869    2.0%
  Workers' Comp                 6,298    1.0%       7,818    1.4%
  Workers' Comp Claims           (122)  -0.0%           0    0.0%
  Health Insurance              8,828    1.5%       8,190    1.5%
  Medical                           0    0.0%           0    0.0%
  Uniforms/Cleaning                71    0.0%          89    0.0%
  Other                           541    0.1%         426    0.1%
                             ----------------    ----------------
    TOTAL PAYROLL             140,349   23.2%     139,909   25.2%
                             ----------------    ----------------
<PAGE>

SHILO INN - GRANTS PASS, OREGON (70 units)                                PAGE 2

NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)
FOR THE 12 MONTHS ENDED 8-31-96 (actual)              

<TABLE>
<CAPTION>
                                                                                                            
                                                                                                            
                              1991                 1992                 1993                1994            
                            (actual)     %       (actual)    %        (actual)    %       (actual)    %     
<S>                         <C>        <C>       <C>       <C>        <C>       <C>       <C>       <C>     
UTILITIES
  Electricity                 20,508     2.8%      19,713    2.7%       20,555    2.91      19,880    3.1%  
  Gas                          4,798     0.7%       6,579    0.9%        5,041    0.7%       5,920    0.9%  
  Telephone                   11,207     1.5%       6,748    0.9%        7,009    1.1%       7,880    1.2%  
  Water                        3,478     0.5%       3,341    0.5%        3,742    0.5%       3,018    0.0%  
  Garbage                      2,075     0.3%       3,361    0.5%        4,832    0.7%       3,873    0.0%  
  Sewer                        3,219     0.4%       3,219    0.4%        3,220    0.4%       3,312    0.5%  
                            -----------------    ----------------     ----------------    ----------------  
    TOTAL UTILITIES           45,285     0.2%      42,901    6.0%       45,059    0.3%      44,483    0.9%  
                            -----------------    ----------------     ----------------    ----------------  
ADVERTISING
  Advertising                      0     0.0%           0    0.0%            0    0.0%           0    0.0%  
  Airport Advertising              0     0.0%           0    0.0%            0    0.0%           0    0.0%  
  Billboards                   7,274     1.0%       6,564    0.9%        3,702    0.5%       3,652    0.6%  
  Highway Logos                3,264     0.4%       4,004    0.6%        3,204    0.4%       2,918    0.5%  
  Radio Media                      0     0.0%           0    0.0%            0    0.0%           0    0.0%  
  Radio Tradeouts              1,267     0.2%       1,588    0.2%        2,590    0.4%       3,859    0.6%  
  TV Media                         0     0.0%           0    0.0%            0    0.0%         253    0.0%  
  TV Tradeouts                   744     0.1%         838    0.1%        1,186    0.2%       1,476    0.2%  
  Brochures/Postcards          2,268     0.3%         391    0.1%          862    0.1%       1,744    0.3%  
  Brochures/Tradout                0     0.0%           0    0.0%            0    0.0%           0    0.0%  
  Yellow Pages                 1,069     0.1%         491    0.1%        1,776    0.2%       1,580    0.2%  
  Newspaper Ads                   15     0.0%         122    0.0%           27    0.0%         189    0.0%  
  Magazine Ads                   626     0.1%       1,954    0.3%          367    0.1%          24    0.0%  
  Magazine Tradeouts             200     0.0%          50    0.0%          693    0.1%         505    0.1%  
  Property Ads                   515     0.1%         271    0.0%          233    0.0%          21    0.0%  
  Advertising Tradeouts Other    162     0.0%           0    0.0%          583    0.1%         475    0.1%  
  Sports Events/Tradeouts          0     0.0%           0    0.0%          399    0.1%         554    0.1%  
  Sports Sponsorship               0     0.0%          90    0.0%            0    0.0%           0    0.0%  
  Displays                         0     0.0%           0    0.0%            0    0.0%         302    0.0%  
  Local Events Promotion           0     0.0%           0    0.0%            0    0.0%          27    0.0%  
  Travel Guides/Directories      615     0.1%         600    0.1%           13    0.0%         993    0.2%  
  Promotional Items                0     0.0%           0    0.0%            0    0.0%           0    0.0%  
  Advertising & Promotion          0     0.0%           0    0.0%          432    0.1%         944    0.1%  
  Travel Agents                  506     0.1%         512    0.1%        1,518    0.2%       2,125    0.3%  
  Marketing                        0     0.0%           0    0.0%            0    0.0%           0    0.0%  
  Taxi & Limo                      0     0.0%           0    0.0%            0    0.0%           0    0.0%  
                            -----------------    ----------------     ----------------    ----------------  
    TOTAL ADVERTISING         18,525     2.5%      17,475    2.4%       17,585    2.4%      21,641    3.4%  
                            -----------------    ----------------     ----------------    ----------------  
</TABLE>


                                                   For The
                                               12 Months Ended
                                1995               8-31-96
                              (actual)    %         (actual)   %
UTILITIES
  Electricity                   20,058    3.3%      18,561    3.3%
  Gas                            6,557    1.1%       5,402    1.0%
  Telephone                      7,934    1.3%       7,332    1.3%
  Water                          3,498    0.0%       3,282    0.0%
  Garbage                        4,149    0.7%       3,831    0.7%
  Sewer                          5,280    0.9%       4,721    0.9%
                              ----------------    ----------------
    TOTAL UTILITIES             47,482    7.9%      43,129    7.8%
                              ----------------    ----------------
ADVERTISING
  Advertising                        0    0.0%           0    0.0%
  Airport Advertising                0    0.0%           0    0.0%
  Billboards                     5,453    0.9%       4,693    0.8%
  Highway Logos                  3,143    0.5%       4,511    0.8%
  Radio Media                        0    0.0%           0    0.0%
  Radio Tradeouts                7,522    1.2%       7,320    1.3%
  TV Media                           0    0.0%           0    0.0%
  TV Tradeouts                   2,058    0.3%       2,547    0.5%
  Brochures/Postcards            1,886    0.3%       1,964    0.4%
  Brochures/Tradout                  0    0.0%           0    0.0%
  Yellow Pages                   1,702    0.3%       1,632    0.3%
  Newspaper Ads                     71    0.0%         101    0.0%
  Magazine Ads                     133    0.0%          75    0.0%
  Magazine Tradeouts             1,058    0.2%       1,231    0.2%
  Property Ads                     429    0.1%         589    0.1%
  Advertising Tradeouts Othe       274    0.0%         334    0.1%
  Sports Events/Tradeouts          640    0.1%         735    0.1%
  Sports Sponsorship                 0    0.0%           0    0.0%
  Displays                         222    0.0%         278    0.1%
  Local Events Promotion             0    0.0%           0    0.0%
  Travel Guides/Directories        763    0.1%         644    0.1%
  Promotional Items                  0    0.0%           0    0.0%
  Advertising & Promotion          276    0.0%         221    0.0%
  Travel Agents                  1,560    0.3%       1,805    0.3%
  Marketing                          0    0.0%           0    0.0%
  Taxi & Limo                        0    0.0%           0    0.0%
                              ----------------    ----------------
    TOTAL ADVERTISING           27,190    4.5%      28,680    5.2%
                              ----------------    ----------------
<PAGE>

SHILO INN - GRANTS PASS, OREGON (70 units)                                PAGE 3

NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)
FOR THE 12 MONTHS ENDED 8-31-96 (actual)              

<TABLE>
<CAPTION>
                                                                                                            
                                                                                                            
                              1991                 1992                 1993                1994            
                            (actual)     %       (actual)    %        (actual)    %       (actual)    %     
<S>                         <C>        <C>       <C>       <C>        <C>       <C>       <C>       <C>     
SUPPLIES
  Linen                        2,187     0.3%       4,942    0.7%        3,142    0.4%       4,517    0.7%  
  Bathroom                     2,909     0.4%       4,077    0.6%        6,277    0.9%       1,951    0.3%  
  Cleaning                     2,155     0.3%       4,264    0.6%        5,267    0.7%       6,138    1.0%  
  Continental Breakfast       19,129     2.6%      17,476    2.4%       14,402    2.0%      10,143    1.6%  
  Office                       2,491     0.3%       2,711    0.4%        1,831    0.3%       1,064    0.2%  
  Operating                    5,307     0.7%       4,824    0.7%        6,291    0.9%       6,327    1.0%  
  Replacements                 3,274     0.4%         701    0.1%        4,075    0.6%       6,680    1.0%  
  Guest Amenity                1,604     0.2%       2,620    0.4%        3,608    0.5%       2,798    0.4%  
                            -----------------    ----------------     ----------------    ----------------  
    TOTAL SUPPLIES            39,056     5.4%      41,615    5.8%       44,893    6.3%      39,618    6.1%  
                            -----------------    ----------------     ----------------    ----------------  
REPAIRS & MAINTENANCE
  Carpets, Draperies 
    & Furniture                  905     0.1%       1,147    0.2%          340    0.0%         673    0.1%  
  Elevators                        0     0.0%           0    0.0%            0    0.0%           0    0.0%  
  Landscaping                  1,271     0.2%       2,514    0.3%          843    0.1%       1,246    0.2%  
  Painting & Wallpaper           316     0.0%          23    0.0%           47    0.0%          26    0.0%  
  Pool                         3,137     0.4%       1,613    0.2%        1,699    0.2%       1,384    0.2%  
  Telephone                      391     0.1%         203    0.0%          498    0.1%           9    0.0%  
  TV Cable & Satellite         9,034     1.2%       8,490    1.2%        9,194    1.3%       9,459    1.5%  
  Pest Control                   687     0.1%         630    0.1%          578    0.1%         544    0.1%  
  Janitorial Services              0     0.0%           0    0.0%            0    0.0%           0    0.0%  
  Plumbing                     1,353     0.2%         807    0.1%          811    0.1%         693    0.1%  
  Electrical                     299     0.0%       1,030    0.1%        1,226    0.2%         825    0.1%  
  Heating Ventilation Cooling    997     0.1%         237    0.0%          860    0.1%         980    0.2%  
  Sign                         1,236     0.2%         410    0.1%          258    0.0%         862    0.1%  
  Keys & Locks                   424     0.1%         201    0.0%          391    0.1%         588    0.1%  
  Laundry/Housekeeping           892     0.1%         882    0.1%        1,672    0.2%       1,483    0.2%  
  Photo Copier                   530     0.1%         693    0.1%          694    0.1%         508    0.1%  
  Micros Register                  0     0.0%       1,055    0.1%        1,748    0.2%       1,100    0.2%  
  Tools & Supplies             2,018     0.3%       4,736    0.7%        2,573    0.4%       2,638    0.4%  
  Maintance and Repairs.         249     0.0%         924    0.1%          340    0.0%       8,080    1.3%  
  Contract Labor Repair            0     0.0%           0    0.0%          500    0.1%          64    0.0%  
                            -----------------    ----------------     ----------------    ----------------  
    TOTAL REPAIRS 
     & MAINTENANCE            23,739     3.3%      25,595    3.6%       24,272    3.4%      31,162    4.8%  
                            -----------------    ----------------     ----------------    ----------------  
</TABLE>


                                                   For The
                                               12 Months Ended
                                1995               8-31-96
                              (actual)    %         (actual)   %
SUPPLIES
  Linen                            596    0.1%       1,438    0.3%
  Bathroom                       3,394    0.6%       4,097    0.7%
  Cleaning                       6,372    1.1%       5,316    1.0%
  Continental Breakfast          9,633    1.6%       7,997    1.4%
  Office                           756    0.1%       1,668    0.3%
  Operating                      5,955    1.0%       5,020    0.9%
  Replacements                   4,098    0.7%       3,807    0.7%
  Guest Amenity                  2,385    0.4%       2,870    0.5%
                              ----------------    ----------------
    TOTAL SUPPLIES              33,189    5.5%      32,213    5.8%
                              ----------------    ----------------
REPAIRS & MAINTENANCE
  Carpets, Draperies 
    & Furniture                      0    0.0%           0    0.0%
  Elevators                          0    0.0%           0    0.0%
  Landscaping                    3,976    0.7%       2,160    0.4%
  Painting & Wallpaper              60    0.0%          76    0.0%
  Pool                           2,410    0.4%       2,196    0.4%
  Telephone                        101    0.0%         110    0.0%
  TV Cable & Satellite           9,117    1.5%       9,236    1.7%
  Pest Control                     716    0.1%         860    0.2%
  Janitorial Services              200    0.0%         152    0.0%
  Plumbing                         646    0.1%         569    0.1%
  Electrical                       287    0.0%         380    0.1%
  Heating Ventilation Coolin       524    0.1%         641    0.1%
  Sign                           2,014    0.3%       1,966    0.4%
  Keys & Locks                     664    0.1%         548    0.1%
  Laundry/Housekeeping             153    0.0%         226    0.0%
  Photo Copier                   1,199    0.2%       1,361    0.2%
  Micros Register                  678    0.1%         872    0.2%
  Tools & Supplies               2,319    0.4%       4,947    0.9%
  Maintance and Repairs.         5,363    0.9%       6,436    1.2%
  Contract Labor Repair              0    0.0%           0    0.0%
                              ----------------    ----------------
    TOTAL REPAIRS 
     & MAINTENANCE              30,427    5.0%      32,736    5.9%
                              ----------------    ----------------
<PAGE>

SHILO INN - GRANTS PASS, OREGON (70 units)                                PAGE 4

NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)
FOR THE 12 MONTHS ENDED 8-31-96 (actual)              

<TABLE>
<CAPTION>
                                                                                                            
                                                                                                            
                              1991                 1992                 1993                1994            
                            (actual)     %       (actual)    %        (actual)    %       (actual)    %     
<S>                         <C>        <C>       <C>       <C>        <C>       <C>       <C>       <C>     
OTHER OPERATING EXPENSE
  Sales/Use/Taxes             (1,084)   -0.1%        (937)  -0.1%       (1,186)  -0.2%      (1,244)  -0.2%  
  Credit Card Discounts       11,810     1.6%      10,543    1.5%       10,558    1.5%       9,678    1.5%  
  Telecheck                      559     0.1%         528    0.1%          549    0.1%         781    0.1%  
  Bad Debt.                      221     0.0%         138    0.0%          122    0.0%         482    0.1%  
  Cash Over/Short                (11)   -0.0%        (412)  -0.1%           72    0.0%          51    0.0%  
  Administrative Telephone         0     0.0%           0    0.0%            0    0.0%         148    0.0%  
  Security Services                0     0.0%           0    0.0%            0    0.0%           0    0.0%  
  Comps                            0     0.0%           0    0.0%            0    0.0%           0    0.0%  
  Coin-op Laundry Services         0     0.0%           4    0.0%           70    0.0%           0    0.0%  
  Dry Cleaning, Valet            166     0.0%          84    0.0%            9    0.0%           0    0.0%  
  Flowers                         65     0.0%         153    0.0%           10    0.0%          18    0.0%  
  Video Rentals                  751     0.1%         382    0.1%          352    0.0%         316    0.0%  
  Vending Machine Maintenance      0     0.0%           0    0.0%           73    0.0%           0    0.0%  
  Bank Fees                      534     0.1%         763    0.1%          780    0.1%         400    0.1%  
  Equipment Rental               554     0.1%         924    0.1%          732    0.1%         625    0.1%  
  Licenses and Miscellaneous
    Taxes                        298     0.0%         421    0.1%          407    0.1%         395    0.1%  
  Vehicle Repair & Maintenance   582     0.1%         320    0.0%          195    0.0%       1,993    0.3%  
  Auto & Travel                1,022     0.1%         393    0.1%          298    0.0%         812    0.1%  
  Business Meals                 758     0.1%         464    0.1%           99    0.0%       1,003    0.2%  
  Training/Seminars               95     0.0%          50    0.0%            0    0.0%           0    0.0%  
  Staff Travel Telephone          35     0.0%           0    0.0%            3    0.0%          92    0.0%  
  Theft Loss                       0     0.0%          97    0.0%            0    0.0%           0    0.0%  
  Insurance Settlement- Theft      0     0.0%           0    0.0%            0    0.0%           0    0.0%  
  Miscellaneous - 
    Resale/Services            1,482     0.2%       1,737    0.2%        1,368    0.2%       1,282    0.2%  
  Attorney Fees                    0     0.0%           0    0.0%            0    0.0%           0    0.0%  
  Professional Fees              726     0.1%         727    0.1%          540    0.1%         600    0.1%  
  Dues & Subscriptions           794     0.1%         800    0.1%          870    0.1%         644    0.1%  
  Charitable Contributions         0     0.0%           0    0.0%            0    0.0%           0    0.0%  
  Political Contributions          0     0.0%           0    0.0%            0    0.0%           0    0.0%  
  Restaurant Expenses              0     0.0%           0    0.0%            0    0.0%           0    0.0%  
                            -----------------    ----------------     ----------------    ----------------  
    TOTAL OTHER OPERATING
     EXPENSE                  19,357     2.7%      17,179    2.4%       15,921    2.2%      18,076    2.8%  
                            -----------------    ----------------     ----------------    ----------------  
      TOTAL OPERATING
       EXPENSE               307,806    42.3%     302,687   42.1%      287,386   40.0%     296,489   46.0%  
                            -----------------    ----------------     ----------------    ----------------  
      TOTAL OPERATING
       INCOME                420,123    57.7%     416,009   57.9%      430,502   60.0%     348,731   54.0%  
                            -----------------    ----------------     ----------------    ----------------  
OTHER EXPENSE

  Insurance                    6,085     0.8%       5,820    0.8%        5,624    0.8%       5,559    0.9%  
  Insurance Claims                 0     0.0%         393    0.1%            0    0.0%           0    0.0%  
  Property Tax                27,076     3.7%      29,453    4.1%       28,016    3.9%      24,763    3.8%  
  Office Overhead             36,396     5.0%      35,935    5.0%       35,894    5.0%      32,261    5.0%  
                            -----------------    ----------------     ----------------    ----------------  
    TOTAL OTHER EXPENSE       69,557     9.6%      71,601   10.0%       69,534    9.7%      62,583    9.7%  
                            -----------------    ----------------     ----------------    ----------------  
      NET OPERATING INCOME  $350,566    48.2%    $344,408   47.9%     $360,968   50.3%    $286,148   44.3%  
                            =================    ================     ================    ================  
</TABLE>


                                                   For The
                                               12 Months Ended
                                1995               8-31-96
                              (actual)    %         (actual)   %
OTHER OPERATING EXPENSE
  Sales/Use/Taxes               (1,005)  -0.2%      (1,211)  -0.2%
  Credit Card Discounts          8,675    1.4%       8,037    1.5%
  Telecheck                        572    0.1%         658    0.1%
  Bad Debt.                        653    0.1%         122    0.0%
  Cash Over/Short                  (85)  -0.0%          64    0.0%
  Administrative Telephone           0    0.0%           0    0.0%
  Security Services                  0    0.0%           0    0.0%
  Comps                              0    0.0%           0    0.0%
  Coin-op Laundry Services           0    0.0%           0    0.0%
  Dry Cleaning, Valet                0    0.0%           0    0.0%
  Flowers                            0    0.0%           0    0.0%
  Video Rentals                    382    0.1%         278    0.1%
  Vending Machine Maintenanc         0    0.0%           0    0.0%
  Bank Fees                        809    0.1%         760    0.1%
  Equipment Rental                 293    0.0%         347    0.1%
  Licenses and Miscellaneous
    Taxes                          264    0.0%         354    0.1%
  Vehicle Repair & Maintenan     1,960    0.3%       1,846    0.3%
  Auto & Travel                    965    0.2%         620    0.1%
  Business Meals                   885    0.1%         936    0.2%
  Training/Seminars                 16    0.0%          56    0.0%
  Staff Travel Telephone             5    0.0%          25    0.0%
  Theft Loss                         0    0.0%           0    0.0%
  Insurance Settlement- Thef         0    0.0%           0    0.0%
  Miscellaneous - 
    Resale/Services              1,216    0.2%       1,431    0.3%
  Attorney Fees                      0    0.0%           0    0.0%
  Professional Fees                630    0.1%         520    0.1%
  Dues & Subscriptions             854    0.1%         904    0.2%
  Charitable Contributions           0    0.0%           0    0.0%
  Political Contributions            0    0.0%           0    0.0%
  Restaurant Expenses                0    0.0%           0    0.0%
                              ----------------    ----------------
    TOTAL OTHER OPERATING
     EXPENSE                    17,089    2.8%      15,747    2.8%
                              ----------------    ----------------
      TOTAL OPERATING
       EXPENSE                 295,726   48.9%     292,414   52.8%
                              ----------------    ----------------
      TOTAL OPERATING
       INCOME                  308,989   51.1%     261,831   47.2%
                              ----------------    ----------------
OTHER EXPENSE

  Insurance                      5,457    0.9%       5,433    1.0%
  Insurance Claims                   0    0.0%           0    0.0%
  Property Tax                  24,101    4.0%      26,315    4.7%
  Office Overhead               30,236    5.0%      27,712    5.0%
                              ----------------    ----------------
    TOTAL OTHER EXPENSE         59,794    9.9%      59,460   10.7%
                              ----------------    ----------------
      NET OPERATING INCOME    $249,195   41.2%    $202,371   36.5%
                              ================    ================

                                                          Property under remodel
<PAGE>

- --------------------------------------------------------------------------------
                 -----------------------------------------------
                 RECONSTRUCTED INDUSTRY STANDARDS OPERATING DATA
                 ===============================================
                        TRENDS IN THE HOTEL INDUSTRY 1996
================================================================================

<TABLE>
<CAPTION>
                                     All Limited Service       Average for            Rate Group              Geographic Division
                                                                 Top 25%               Over $50                Mountain/Pacific
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>        <C>          <C>        <C>          <C>        <C>          <C>        <C>    
REVENUES                              % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room
                                      -------  -------------  -------  -------------  -------  -------------  -------  -------------
 Rooms                                  95.5%     $13,057       95.4%     $18,002       95.5%     $16,126       95.1%     $13,000
 Telephone                               2.4%        $331        2.4%        $449        2.4%        $406        2.3%        $313
 Other Income                            2.1%        $280        2.2%        $427        2.1%        $359        2.6%        $355
- ------------------------------------------------------------------------------------------------------------------------------------
Total Revenue                          100.0%     $13,668      100.0%     $18,878      100.0%     $16,891      100.0%     $13,668
                                                                                    
EXPENSES                                                                            
Departmental Expenses                                                               
 Rooms Department                       23.2%      $3,166       20.9%      $3,950       22.0%      $3,721       23.6%      $3,227
 Telephone                               1.5%        $206        1.4%        $256        1.4%        $235        1.4%        $186
Other Departments                        0.6%         $80        0.7%        $139        0.7%        $111        0.5%         $75
                                                                                    
Undistributed Operating Expenses                                                    
 Administrative & General                9.0%      $1,225        7.8%      $1,463        8.4%      $1,422        8.5%      $1,163
 Franchise Fees                          1.9%        $256        1.4%        $265        1.7%        $292        0.9%        $122
 Marketing                               3.7%        $510        3.7%        $691        4.0%        $669        3.9%        $530
 Property Operations & Maintenance       5.6%        $759        4.5%        $858        4.9%        $835        6.2%        $843
 Energy (Utilties)                       5.0%        $681        3.9%        $744        4.4%        $751        4.6%        $633
                                                                                    
Fixed Charges                                                                       
 Management                              2.8%        $380        3.2%        $597        2.9%        $484        3.1%        $430
 Property Tax & Other Charges            4.0%        $548        4.1%        $773        4.0%        $679        3.5%        $473
 Insurance                               1.1%        $147        1.1%        $203        1.1%        $178        1.2%        $159
- ------------------------------------------------------------------------------------------------------------------------------------
Total Expenses                          58.4%      $7,958       52.7%      $9,939       55.5%      $9,377       57.4%      $7,841

Net Income Before Reserves              41.6%      $5,710       47.3%      $8,939       44.5%      $7,514       42.6%      $5,827
                                                                                    
Percentage Occupancy                    66.9%                   78.1%                   73.5%                   66.8%
Average Daily Rate                     $51.15                  $63.13                  $60.14                  $53.28
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

================================================================================

LIMITED-SERVICE HOTELS
Performance in 1995
================================================================================

Since the proliferation of all the new limited-service chains in the mid-1980s,
this hotel segment has been viewed extremely favorably. For hotel guests, new
limited-service hotels offered a guest room that was frequently superior to
existing full-service hotels at one-half to two-thirds the price. For hotel
managers, the properties were simple to operate. For the hotel ownership and
financial community, limited-service properties represented high profit margins
with a lesser degree of financial risk.

After ten years of being the darling child of the industry, however, it appears
that limited-service hotels have not only matured in the marketplace, but are
beginning to show some signs of fatigue. For the first time since 1984, the
limited-service hotel segment achieved the lowest occupancy of any property type
surveyed in Trends in the Hotel Industry.

Realistically, all this means is that the limited-service hotel segment is not
enjoying the upside of the industry resurgence to the same degree as the other
types of hotels. Limited-service properties still achieved an aggregate
occupancy just shy of 70 percent, and their average room rates rose 5.9 percent,
second highest of all segments. In addition, an average operating profit margin
of 41.8 percent still make these properties the most fiscally efficient.

                             LIMITED-SERVICE HOTELS

                                   Market Mix

    [THE FOLLOWING TABLE WAS DEPICTED AS A PIE CHART IN THE PRINTED MATERIAL]

                              ----------------------
                               Convention      0.4%

                               Conference      1.9%

                               Other           0.5%

                               Business       45.8%

                               Tourists       51.4%
                              ----------------------

However, a degree of caution needs to be raised. The vast majority of new hotel
construction (measured in number of properties) is still occurring in this
segment. In several suburban markets in the United States, we have seen
localized pockets of overdevelopment causing significant declines in market
occupancies. This should not be construed as a blanket condemnation of all
limited-service hotel development, but it should be a warning to examine the
individual merits of each proposed project. Even with low development costs and
high profit margins, automatic success is not as sure as it has been in the
past. With increasing competition, time has proven that the need to maintain a
quality facility and offer good service is crucial in determining the success of
a limited-service operation.

================================================================================


74
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                                Figure Number 14
================================================================================

<TABLE>
<CAPTION>
                                                                                         Rate Groups
                                                                              ---------------------------------
                                                        All         Average                $35.00
                                                  Limited-Service     for       Under        to          Over
                                                       Hotels       Top 25%*    $35.00     $50.00       $50.00
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                95.5%        95.4%       94.4%      95.7%        95.5%
   Telephone                                             2.4          2.4         2.6        2.4          2.4
   Other Operated Departments                            0.8          0.9         1.3        0.7          0.8
   Rentals and Other Income                              1.2          1.3         1.6        1.2          1.3
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                23.2%        20.9%       28.3%      24.3%        22.0%
   Telephone                                             1.5          1.4         2.1        1.6          1.4
   Other Operated Departments                            0.6          0.7         0.6        0.5          0.7
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           25.3%        23.0%       31.0%      26.4%        24.1%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   74.7%        77.0%       69.0%      73.6%        75.9%

Undistributed Operating Expenses:**
   Administrative and General                            9.0%         7.8%       11.2%       9.5%         8.4%
   Franchise Fees                                        1.9          1.4         1.7        2.1          1.7
   Marketing and Guest Entertainment                     3.7          3.7         4.5        3.3          4.0
   Property Operation and Maintenance                    5.6          4.5        10.3        6.0          4.9
   Energy Costs                                          5.0          3.9         7.6        5.5          4.4
   Other Unallocated Operated Departments                --           --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       25.1%        21.3%       35.3%      26.5%        23.5%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          49.6%        55.7%       33.7%      47.1 %       52.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       2.8%         3.2%        3.1%       2.6%         2.9%
   Property Taxes and Other Municipal Charges            4.0          4.1         3.5        4.0          4.0
   Insurance on Buildings and Contents                   1.1          1.1         1.2        1.1          1.1
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     7.8%         8.3%        7.8%       7.7%         7.9%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    41.8%        47.3%       25.9%      39.4%        44.5%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                13.3%        11.7%       17.5%      14.2%        12.4%
   Payroll Taxes and Employee Benefits                   3.5          3.4         4.0        3.4          3.5
                                                  -------------------------------------------------------------
     Subtotal                                           16.8%        15.1%       21.5%      17.6%        15.9%
   Laundry, Linen, and Guest Supplies                    1.6          1.2         3.3        1.8          1.3
   Commissions and Reservation Expenses                  1.6          1.6         1.0        1.4          1.7
   Complimentary Food and/or Beverage Expenses           1.7          1.6         0.6        1.8          1.7
   All Other Expenses                                    2.7          2.5         3.6        2.7          2.6
                                                  -------------------------------------------------------------
     Total Rooms Expense                                24.4%        22.0%       30.0%      25.3%        23.2%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            75.6%        78.0%       70.0%      74.7%        76.8%
                                                  =============================================================
Percentage of Occupancy                                 69.9%        78.1%       64.3%      67.3%        73.5%
Average Daily Rate per Occupied Room                   $51.15       $63.13      $31.31     $44.34       $60.14
Average Size (Rooms)                                     107          111          98        100          116
</TABLE>

================================================================================

  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              75
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995
Ratios to Total Revenues
Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                        Geographic Divisions
                                                  -------------------------------------------------------------
                                                    New England                                        Mountain
                                                        and          North      South       South         and
                                                  Middle Atlantic   Central    Atlantic    Central      Pacific
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                94.3%        95.4%       94.8%      96.9%        95.1%
   Telephone                                             3.0          2.7         2.7        2.0          2.3
   Other Operated Departments                            1.5          0.4         1.2        0.3          0.9
   Rentals and Other Income                              1.2          1.5         1.3        0.7          1.7
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                26.6%        23.1%       22.6%      22.2%        23.6%
   Telephone                                             1.7          1.5         1.7        1.4          1.4
   Other Operated Departments                            1.3          0.3         0.9        0.3          0.5
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           29.6%        24.9%       25.2%      23.8%        25.5%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   70.4%        75.1%       74.8%      76.2%        74.5%

Undistributed Operating Expenses:**
   Administrative and General                           10.2%         8.7%        9.8%       8.4%         8.5%
   Franchise Fees                                        2.9          2.8         2.6        1.2          0.9
   Marketing and Guest Entertainment                     4.5          3.9         4.3        2.8          3.9
   Property Operation and Maintenance                    5.7          5.0         5.6        5.3          6.2
   Energy Costs                                          6.0          4.7         5.4        4.7          4.6
   Other Unallocated Operated Departments                0.1          --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       29.4%        25.1%       27.9%      22.3%        24.1%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          40.9%        50.0%       46.9%      53.8 %       50.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       3.5%         4.2%        2.9%       1.4%         3.1%
   Property Taxes and Other Municipal Charges            5.5          4.7         3.6        3.9          3.5
   Insurance on Buildings and Contents                   0.7          0.7         1.1        1.3          1.2
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     9.6%         9.6%        7.6%       6.6%         7.8%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    31.3%        40.4%       39.3%      47.2%        42.6%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                15.6%        13.6%       12.9%      12.3%        13.8%
   Payroll Taxes and Employee Benefits                   4.7          2.4         3.1        3.8          3.7
                                                  -------------------------------------------------------------
     Subtotal                                           20.3%        16.0%       16.0%      16.1%        17.5%
   Laundry, Linen, and Guest Supplies                    1.6          2.0         1.7        0.9          1.9
   Commissions and Reservation Expenses                  2.1          1.8         1.8        1.0          1.6
   Complimentary Food and/or Beverage Expenses           1.3          2.0         1.7        1.8          1.4
   All Other Expenses                                    3.0          2.4         2.6        3.0          2.4
                                                  -------------------------------------------------------------
     Total Rooms Expense                                28.3%        24.2%       23.8%      22.8%        24.8%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            71.7%        75.8%       76.2%      77.2%        75.2%
                                                  =============================================================
Percentage of Occupancy                                 69.0%        71.6%       70.9%      71.0%        66.8%
Average Daily Rate per Occupied Room                   $58.94       $49.83      $48.92     $49.93       $53.28
Average Size (Rooms)                                     116           80         123        122           96
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

76
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                    Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                      Property Size Classifications
                                                  -------------------------------------
                                                       Under        75 to        Over   
                                                        75           150         150   
                                                       Rooms        Rooms       Rooms
                                                  -------------------------------------
<S>                                                    <C>          <C>         <C>    
Revenues:
   Rooms                                                96.0%        95.9%       93.9% 
   Telephone                                             2.6          2.3         2.6  
   Other Operated Departments                            0.3          0.7         1.7  
   Rentals and Other Income                              1.1          1.1         1.9  
                                                  -------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0% 

Departmental Costs and Expenses:
   Rooms                                                22.1%        23.0%       24.5% 
   Telephone                                             1.6          1.5         1.6  
   Other Operated Departments                            0.2          0.5         1.2  
                                                  -------------------------------------
     Total Costs and Expenses                           23.8%        25.0%       27.3% 
                                                  -------------------------------------
   Total Operated Departmental Income                   76.2%        75.0%       72.7% 

Undistributed Operating Expenses:**
   Administrative and General                            8.3%         9.0%        9.3% 
   Franchise Fees                                        2.6          1.7         1.9  
   Marketing and Guest Entertainment                     3.7          3.6         4.3  
   Property Operation and Maintenance                    5.5          5.5         5.7  
   Energy Costs                                          4.6          5.0         5.2  
   Other Unallocated Operated Departments                --           --          --   
                                                  -------------------------------------
     Total Undistributed Expenses                       24.7%        24.9%       26.5% 
                                                  -------------------------------------
   Income before Fixed Charges                          51.5%        50.2%       46.2% 

Management Fees, Property Taxes, and Insurance:**
   Management Fees                                       6.2%         2.2%        2.5% 
   Property Taxes and Other Municipal Charges            3.8          4.0         4.1  
   Insurance on Buildings and Contents                   0.6          1.1         1.3  
                                                  -------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                    10.6%         7.3%        8.0% 
                                                  -------------------------------------
Income before Other Fixed Charges***                    40.9%        42.9%       38.2% 
                                                  =====================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0% 
Departmental Expenses:
   Salaries and Wages including Vacation                13.0%        13.1%       14.3% 
   Payroll Taxes and Employee Benefits                   2.1          3.5         4.3  
                                                  -------------------------------------
     Subtotal                                           15.1%        16.6%       18.6% 
   Laundry, Linen, and Guest Supplies                    2.6          1.4         1.5  
   Commissions and Reservation Expenses                  1.6          1.5         1.8  
   Complimentary Food and/or Beverage Expenses           1.6          1.8         1.1  
   All Other Expenses                                    2.1          2.7         3.1  
                                                  -------------------------------------
     Total Rooms Expense                                23.0%        24.0%       26.1% 
                                                  -------------------------------------
   Rooms Departmental Income                            77.0%        76.0%       73.9% 
                                                  =====================================
Percentage of Occupancy                                 69.0%        70.2%       69.9% 
Average Daily Rate per Occupied Room                   $47.93       $50.46      $56.90 
Average Size (Rooms)                                      54          118         186  
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              77
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15
================================================================================

<TABLE>
<CAPTION>
                                                    All Limited-Service              Average for
                                                           Hotels                      Top 25%*
                                                  -------------------------   ----------------------
                                                                  Compared                 Compared
                                                       1995       with 1994      1995      with 1994
                                                  --------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>    
Revenues:                                                                                           
   Rooms                                            $ 13,057          6.7%   $ 18,002          7.3% 
   Telephone                                             331          4.0         449          4.1  
   Other Operated Departments                            110          9.6         178        (12.0) 
   Rentals and Other Income                              170         17.4         249         30.1  
                                                  --------------------------------------------------
     Total Revenues                                 $ 13,669          6.8%   $ 18,878          7.2% 
                                                                                                    
Departmental Costs and Expenses:                                                                    
   Rooms                                            $  3,166          4.5%   $  3,950          3.4% 
   Telephone                                             206          7.3         256          9.0  
   Other Operated Departments                             80         34.5         139         27.9  
                                                  --------------------------------------------------
     Total Costs and Expenses                       $  3,452          5.2%   $  4,345          4.4% 
                                                  --------------------------------------------------
   Total Operated Departmental Income               $ 10,216          7.3%   $ 14,532          8.1% 
                                                                                                    
Undistributed Operating Expenses:**                                                                 
   Administrative and General                       $  1,225          8.4%   $  1,463          8.7% 
   Franchise Fees                                        256         10.7         265         (4.6) 
   Marketing and Guest Entertainment                     510          5.3         691          8.1  
   Property Operation and Maintenance                    759          5.8         858          3.4  
   Energy Costs                                          681         (3.2)        744         (3.5) 
   Other Unallocated Operated Departments                  3          N/C         --           --   
                                                  --------------------------------------------------
     Total Undistributed Expenses                   $  3,435          5.1%   $  4,021          4.1% 
                                                  --------------------------------------------------
   Income before Fixed Charges                      $  6,782          8.4%   $ 10,511          9.8% 
                                                                                                    
Management Fees, Property Taxes, and Insurance:**                                                   
   Management Fees                                  $    380        (24.0)%  $    597        (22.6)%
   Property Taxes and Other Municipal Charges            545          2.8         773          4.5  
   Insurance on Buildings and Contents                   147         (3.2)        203          6.6  
                                                  --------------------------------------------------
     Total Management Fees, Property Taxes,                                                         
       and Insurance                                $  1,072         (9.3)%  $  1,573         (7.5)%
                                                  --------------------------------------------------
Income before Other Fixed Charges***                $  5,710         12.5%   $  8,938         13.5% 
                                                  ==================================================
                                                                                                    
Rooms Department:                                                                                   
   Rooms Net Revenue                                $ 13,057          6.7%   $ 18,002          7.3% 
                                                                              
Departmental Expenses:                                                                              
   Salaries and Wages including Vacation            $  1,735          2.5%   $  2,107          1.5% 
   Payroll Taxes and Employee Benefits                   456         (2.2)        606         (1.1) 
                                                  --------------------------------------------------
     Subtotal                                       $  2,191          1.5%   $  2,713          0.9% 
   Laundry, Linen, and Guest Supplies                    203        (13.3)        211        (20.1) 
   Commissions and Reservation Expenses                  203          8.3         289          0.8  
   Complimentary Food and/or Beverage Expenses           219         12.7         287          6.7  
   All Other Expenses                                    350         38.1         450         45.0  
                                                  --------------------------------------------------
     Total Rooms Expense                            $  3,166          4.5%   $  3,950          3.4% 
                                                  --------------------------------------------------
   Rooms Departmental Income                        $  9,891          7.4%   $ 14,052          8.4% 
                                                  ==================================================
Percentage of Occupancy                                 69.9%         0.8%       78.1%         0.8% 
Average Daily Rate per Occupied Room                $   51.15         5.9%   $   63.13         6.4% 
Average Size (Rooms)                                     107         (0.2)%       111          0.1% 
</TABLE>

================================================================================

N/C - Data not comparable.
  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

78
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                                               Rate Groups
                                                  ---------------------------------------------------------------------------
                                                        Under $35.00           $35.00 to $50.00             Over $50.00
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>        <C>           <C>    
Revenues:                                                                                                                    
1  Rooms                                            $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
2  Telephone                                             206         (2.2)        277          3.3         406          5.0  
3  Other Operated Departments                            105          N/C          79         43.1         142         (7.0) 
4  Rentals and Other Income                              123        (10.8)        132         11.1         217         25.1  
                                                  ---------------------------------------------------------------------------
5    Total Revenues                                 $  7,788          3.8%   $ 11,384          7.0%   $ 16,891          6.8% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
6  Rooms                                            $  2,202          8.5%   $  2,766          5.0%   $  3,721          3.8% 
7  Telephone                                             166         (1.2)        184          6.6         235          8.8  
8  Other Operated Departments                             46         (1.2)         55          N/C         111         30.2  
                                                  ---------------------------------------------------------------------------
9    Total Costs and Expenses                       $  2,414          7.5%   $  3,005          5.7%   $  4,067          4.7% 
                                                  ---------------------------------------------------------------------------
10 Total Operated Departmental Income               $  5,374          2.2%   $  8,379          7.4%   $ 12,824          7.5% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
11 Administrative and General                       $    875          7.9%   $  1,084          7.5%   $  1,422          9.2% 
12 Franchise Fees                                        130          3.7         240         19.9         292          4.2 
13 Marketing and Guest Entertainment                     351         (0.3)        379          5.4         669          5.6  
14 Property Operation and Maintenance                    802         18.1         680          6.1         835          4.1  
15 Energy Costs                                          589         (9.3)        626         (3.7)        751         (2.1) 
16 Other Unallocated Operated Departments                 --          --            3          N/C           4          N/C  
                                                  ---------------------------------------------------------------------------
17   Total Undistributed Expenses                   $  2,748          5.0%   $  3,013          5.3%   $  3,972          4.9% 
                                                  ---------------------------------------------------------------------------
18 Income before Fixed Charges                      $  2,626         (0.6)%  $  5,366          8.7%   $  8,851          8.6% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
19 Management Fees                                  $    244          2.2%   $    300        (25.6)%  $    484        (24.4)%
20 Property Taxes and Other Municipal Charges            275        (10.2)        457          3.5         675          3.2  
21 Insurance on Buildings and Contents                    90        (21.9)        124         (6.4)        178          1.0  
                                                  ---------------------------------------------------------------------------
22   Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $    609         (7.7)%  $    881         (9.8)%  $  1,337         (9.1)%
                                                  ---------------------------------------------------------------------------
23 Income before Other Fixed Charges***             $  2,017          1.7%   $  4,485         13.3%   $  7,514         12.5% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
24 Rooms Net Revenue                                $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
                                                                                                                             
Departmental Expenses:                                                                                                       
25 Salaries and Wages including Vacation            $  1,285          4.9%   $  1,548          2.8%   $  1,995          2.0% 
26 Payroll Taxes and Employee Benefits                   296          6.6         369         (4.9)        568         (0.9) 
                                                  ---------------------------------------------------------------------------
27   Subtotal                                       $  1,581          5.3%   $  1,917          1.2%   $  2,563          1.4% 
28 Laundry, Linen, and Guest Supplies                    241         17.1         197         (7.9)        204        (21.5) 
29 Commissions and Reservation Expenses                   74         12.5         158         13.5         269          5.2  
30 Complimentary Food and/or Beverage Expenses            45         22.6         196         18.5         267          8.3  
31 All Other Expenses                                    261         18.8         298         35.3         417         42.2  
                                                  ---------------------------------------------------------------------------
32   Total Rooms Expense                            $  2,202          8.5%   $  2,766          5.1%   $  3,720          3.8% 
                                                  ---------------------------------------------------------------------------
33 Rooms Departmental Income                        $  5,151          1.6%   $  8,129          7.5%   $ 12,406          7.7% 
                                                  ===========================================================================
34 Percentage of Occupancy                              64.3%         2.2%       67.3%         1.1%       73.5%         0.3% 
35 Average Daily Rate per Occupied Room             $   31.31         1.3%   $   44.34         5.7%   $   60.14         6.4% 
36 Average Size (Rooms)                                   98         (0.6)%       100         (0.2)%       116         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              79
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                         Geographic Divisions
   -----------------------------------------------------------------------------------------------------------------------------
         New England                   North                    South                    South                  Mountain
     and Middle Atlantic              Central                  Atlantic                 Central                and Pacific    
   -------------------------  -----------------------  -----------------------  -----------------------  -----------------------
                   Compared                 Compared                 Compared                 Compared                 Compared 
        1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994
   -----------------------------------------------------------------------------------------------------------------------------
<S>  <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>    
                                                                                                                                
1    $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
2         465          0.1         369          8.1         355         13.6         270         (1.9)        313          0.1  
3         240         34.0          58         36.6         166         33.3          46         (0.2)        122        (21.2) 
4         191         16.7         200         20.3         178         15.9          95          5.0         233         24.8  
   -----------------------------------------------------------------------------------------------------------------------------
5    $ 15,747          6.6%   $ 13,645          6.9%   $ 13,350         11.5%   $ 13,354          4.0%   $ 13,668          5.8% 
                                                                                                                                
                                                                                                                                
6    $  4,191          5.1%   $  3,148          4.8%   $  3,019          6.8%   $  2,958          3.1%   $  3,227          3.8% 
7         264         (5.3)        204          1.6         230          8.2         188         15.3         186          8.2  
8         209         46.4          42          N/C         118         33.4          38          N/C          75          9.6  
   -----------------------------------------------------------------------------------------------------------------------------
9    $  4,664          5.8%   $  3,394          5.1%   $  3,367          7.6%   $  3,185          4.1%   $  3,488          4.2% 
   -----------------------------------------------------------------------------------------------------------------------------
10   $ 11,083          6.9%   $ 10,252          7.5%   $  9,984         12.9%   $ 10,169          4.0%   $ 10,180          6.3% 
                                                                                                                                
                                                                                                                                
11   $  1,611          8.0%   $  1,187          5.6%   $  1,311         10.7%   $  1,118         10.4%   $  1,163          5.8% 
12        463          4.3         384          6.8         353         12.8         160         10.7         122         24.0  
13        715        (13.0)        537         10.0         575          4.2         372         13.8         530          7.3  
14        894          3.6         679         (0.3)        754          8.2         702          2.7         843         11.7  
15        945         (0.2)        645         (1.9)        725          1.2         627         (3.5)        633         (9.7) 
16          8        (40.1)        --           --            6          --            4          --          --           --   
   -----------------------------------------------------------------------------------------------------------------------------
17   $  4,636          1.2%   $  3,432          3.7%   $  3,724          7.6%   $  2,983          5.9%   $  3,290          4.6% 
   -----------------------------------------------------------------------------------------------------------------------------
18   $  6,447         11.5%   $  6,820          9.6%   $  6,260         16.4%   $  7,186          3.2%   $  6,889          7.1% 
                                                                                                                                
                                                                                                                                
19   $    544         15.2%   $    569         (3.5)%  $    387         (8.4)%  $    192          N/C    $    430        (20.4)%
20        863         15.3         640          2.6         476          0.3         518          0.3%        473          2.1  
21        107        (39.2)         98        (13.6)        146         (6.4)        174         22.2         159         (9.4) 
   -----------------------------------------------------------------------------------------------------------------------------
22   $  1,514          8.4%   $  1,307         (1.5)%  $  1,009         (4.1)%  $    884        (23.3)%  $  1,062         (9.9)%
   -----------------------------------------------------------------------------------------------------------------------------
23   $  4,933         12.4%   $  5,513         12.6%   $  5,251         21.3%   $  6,302          8.4%   $  5,828         11.0% 
   =============================================================================================================================
                                                                                                                                
                                                                                                                                
24   $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
                                                                                                                                
                                                                                                                                
25   $  2,317          2.8%   $  1,770          5.8%   $  1,637          3.0%   $  1,590          0.6%   $  1,790          2.1% 
26        693          6.8         317        (12.3)        397          1.6         488         (3.2)        480         (3.0) 
   -----------------------------------------------------------------------------------------------------------------------------
27   $  3,010          3.7%   $  2,087          2.6%   $  2,034          2.7%   $  2,078         (0.4)%  $  2,270          1.0% 
28        237         (8.1)        260          2.9         215        (12.2)        120        (38.7)        247         (2.0) 
29        306         (4.2)        234          1.0         224         15.9         136          8.3         211         14.2  
30        199         48.4         260          8.6         211         24.8         234          4.2         187          8.5  
31        440         18.1         307         25.7         334         39.6         389          N/C         311         24.3  
   -----------------------------------------------------------------------------------------------------------------------------
32   $  4,192          5.1%   $  3,148          4.8%   $  3,018          6.8%   $  2,957          3.0%   $  3,226          3.8% 
   -----------------------------------------------------------------------------------------------------------------------------
33   $ 10,659          6.8%   $  9,870          7.2%   $  9,633         12.6%   $  9,986          4.5%   $  9,774          6.7% 
   =============================================================================================================================
27       69.0%         1.3%       71.6%         0.2%       70.9%         3.7%       71.0%        (1.2)%      66.8%         0.6% 
28   $   58.94         5.0%   $   49.83         6.4%   $   48.92         7.2%   $   49.93         5.4%   $   53.28         5.3% 
29        116         (1.0)%        80          --          123         (0.2)%       122         (0.3)%        96         (0.1)%
</TABLE>

================================================================================

                                                                     (Continued)

80
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                         Property Size Classifications
                                                  ---------------------------------------------------------------------------
                                                             Under                  75 to 150                   Over
                                                           75 Rooms                   Rooms                  150 Rooms
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                 <C>             <C>      <C>             <C>      <C>            <C>    
Revenues:                                                                                                                    
   Rooms                                            $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
   Telephone                                             330         10.5         316          3.2         399          2.6  
   Other Operated Departments                             38         (7.5)         89          2.7         259         24.9  
   Rentals and Other Income                              137         42.5         150         19.3         286          5.8  
                                                  ---------------------------------------------------------------------------
     Total Revenues                                 $ 12,577          5.5%   $ 13,486          6.9%   $ 15,394          7.3% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
   Rooms                                            $  2,779          2.7%   $  3,103          5.1%   $  3,770          3.9% 
   Telephone                                             195         (0.2)        199          9.3         246          6.0  
   Other Operated Departments                             25         28.6          65          N/C         191         16.2  
                                                  ---------------------------------------------------------------------------
     Total Costs and Expenses                       $  2,999          2.7%   $  3,368          5.9%   $  4,206          4.6% 
                                                  ---------------------------------------------------------------------------
   Total Operated Departmental Income               $  9,578          6.4%   $ 10,118          7.2%   $ 11,187          8.4% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
   Administrative and General                       $  1,038          6.4%   $  1,213          8.8%   $  1,437          8.3% 
   Franchise Fees                                        332         10.1         232         14.5         297         (0.2)
   Marketing and Guest Entertainment                     465         (0.7)        485          7.8         656          1.6  
   Property Operation and Maintenance                    692          7.3         745          5.6         878          5.5  
   Energy Costs                                          576        (10.7)        673         (2.9)        803          0.8  
   Other Unallocated Operated Departments                 --          N/C           4          N/C           4          --   
                                                  ---------------------------------------------------------------------------
     Total Undistributed Expenses                   $  3,102          2.2%   $  3,352          5.8%   $  4,075          4.5% 
                                                  ---------------------------------------------------------------------------
   Income before Fixed Charges                      $  6,476          8.5%   $  6,766          7.8%   $  7,112         10.7% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
   Management Fees                                  $    775          6.5%   $    299        (33.3)%  $    388        (26.8)%
   Property Taxes and Other Municipal Charges            473          0.1         539          3.0         634          4.0  
   Insurance on Buildings and Contents                    81        (40.5)        146         (1.2)        206         14.1  
                                                  ---------------------------------------------------------------------------
     Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $  1,330         (0.6)%  $    984        (12.1)%  $  1,228         (7.0)%
                                                  ---------------------------------------------------------------------------
   Income before Other Fixed Charges***             $  5,146         11.1%   $  5,782         12.2%   $  5,884         15.3% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
   Rooms Net Revenue                                $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
                                                                                                                             
Departmental Expenses:                                                                                                       
   Salaries and Wages including Vacation            $  1,572          3.0%   $  1,691          2.7%   $  2,066          1.6% 
   Payroll Taxes and Employee Benefits                   254        (14.3)        458         (2.3)        618          3.4  
                                                  ---------------------------------------------------------------------------
     Subtotal $                                     $  1,826          0.2%   $  2,149          1.5%   $  2,684          2.0% 
   Laundry, Linen, and Guest Supplies                    320         21.1         176        (20.7)        217        (16.4) 
   Commissions and Reservation Expenses                  192         12.2         191         10.9         264         (1.1) 
   Complimentary Food and/or Beverage Expenses           194          9.9         237         13.6         163          9.8  
   All Other Expenses                                    247         (8.8)        349         49.1         442         37.8  
                                                  ---------------------------------------------------------------------------
     Total Rooms Expense                            $  2,779          2.7%   $  3,102          5.0%   $  3,770          3.9% 
                                                  ---------------------------------------------------------------------------
   Rooms Departmental Income                        $  9,293          5.8%   $  9,829          7.4%   $ 10,680          8.4% 
                                                  ===========================================================================
   Percentage of Occupancy                              69.0%         0.1%       70.2%         0.7%       69.6%         1.8% 
   Average Daily Rate per Occupied Room             $   47.93         5.0%   $   50.46         6.2%   $   56.90         5.3% 
   Average Size (Rooms)                                   54         (0.1)%       118         (0.2)%       186         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              81
<PAGE>

                              SMITH TRAVEL RESEARCH
                     HOTEL OPERATING STATISTICS 1996 REPORT
================================================================================

LIMITED-SERVICE HIGHLIGHTS

o     Limited-service hotels showed strong profitability improvement from 14.6
      percent of total revenue in 1994 to 23.0 percent in 1995.

o     Sample Characteristics:

        -   Sample comprised of 1,410 limited-service hotels.

        -   Occupancy was slightly lower at 72.7 percent...highest occupancies
            were in Southeast states.

        -   Room Rates increased 1.4 percent to $55.18...highest ADR's were in
            Middle Atlantic (New York) and Pacific (Hawaii) regions.

        -   RevPAR improved to $40.12.

o     Gross operating profit (GOP) (before management fees) improved from 45.2
      percent in 1994 to 46.6 percent in 1995...GOP was above 44 percent across
      all census regions except New England.

o     Higher priced properties generally reported higher GOP and pre-tax income.

o     Total fixed charges (including property taxes and insurance) decreased
      12.5 percent from $3,530 per available room in 1994 to $3,087 in
      1995...fixed charges were highest in Mountain and Pacific regions.

o     Payroll and related expenses, as a ratio to sales, were higher for West
      South Central and Pacific region properties...highest labor expense per
      available room was in Pacific region (Hawaii).

o     Expressed as an amount per available room, limited-service profits
      improved over 12 percent from $3,091 per room in 1994 to $3,474 in 1995
      due to GOP enhancements and reduced fixed charges.

o     Properties in the Central regions reported the highest pre-tax income
      ranging from 22.8 percent to 29.4 of total revenue, while properties in
      New England reported the lowest pre-tax income at 13.0 percent of total
      revenue.

o     Chain-Affiliated properties, with pre-tax income of 23.8 percent, were
      more profitable than the reporting Independent properties at 10.4 percent.


24
<PAGE>

Limited-Service Hotels--Statements of Operating Income & Expenses - 1995

<TABLE>
<CAPTION>
- --------------------------------     -----------------------------------------------------------------------------------------------
                                                                             Geographic Region
- --------------------------------     -----------------------------------------------------------------------------------------------
Ratios to Sales                          New     Middle     South   East North  East South  West North  West South
                                       England  Atlantic  Atlantic    Central     Central     Central     Central  Mountain  Pacific
<S>                                    <C>       <C>       <C>        <C>         <C>          <C>        <C>        <C>      <C>   
Occupancy                               66.1%     70.8%     75.0%      73.4%       74.7%        72.4%      72.3%      73.3%    68.7%
Average Size of Property (Rooms)         105       112       125        114         114          123        127        124      133
Average Rate                           $52.95    $60.23    $52.66     $53.88      $51.96       $54.46     $53.65     $58.05   $62.93

REVENUE
  Rooms                                 95.1%     95.7%     95.7%      95.9%       96.1%        95.7%      95.3%      95.1%    94.2%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Other Food & Beverage                   .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                              2.3       2.3       2.2        2.2         1.8          2.0        1.1        1.6      2.5
  Minor Operated Departments              .6       1.1        .9        1.2          .8          1.1         .5        1.0      1.3
  Rentals & Other Income                 2.0        .9       1.3         .7         1.3          1.3        3.1        2.2      2.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Revenue                        100.0%    100.0%    100.0%     100.0%      100.0%       100.0%     100.0%     100.0%   100.0%

DEPARTMENTAL EXPENSES
  Rooms                                 25.0%     24.9%     25.5%      23.6%       25.7%        27.1%      28.5%      27.2%    28.3%
  Food & Beverage                         .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                             79.4      72.5      96.4       72.7        97.1         86.5       72.2       68.5     59.4
  Other Departmental Expenses             .9        .6        .5         .5          .7           .5         .6         .8      1.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Expenses           26.5%     26.1%     27.0%      24.7%       27.1%        28.1%      28.6%      27.8%    29.2%
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Profit             73.5%     73.9%     73.0%      75.3%       72.9%        71.9%      71.4%      72.2%    70.8%

UNDISTRIBUTED OPERATING EXPENSES
  Administrative & General              12.1%     10.9%     10.0%       9.7%        9.2%         9.4%       8.3%       8.6%     9.4%
  Marketing                              3.7       3.8       4.7        4.6         4.4          5.0        3.5        4.2      4.9
  Franchise Fee                          2.8       2.5       2.0        2.0         2.1          2.0         .9        2.0      1.7
  Energy                                 7.0       6.4       5.7        5.0         4.9          4.6        4.7        4.7      5.0
  Property Operation & Maintenance       5.8       5.2       5.7        5.6         4.8          5.4        3.8        4.6      5.2
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Undistributed Operating
   Expenses                             31.3%     28.8%     28.1%      26.8%       25.5%        26.4%      21.2%      24.0%    26.0%

  GROSS OPERATING PROFIT                42.2%     45.1%     44.9%      48.5%       47.4%        45.5%      50.2%      48.2%    44.8%

  Management Fees                        2.3%      2.4%      3.2%       2.7%        3.2%         2.5%       3.9%       3.0%     2.8%
- ------------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE FIXED CHARGES*            39.9%     42.7%     41.7%      45.8%       44.2%        43.0%      46.3%      45.2%    42.0%
  Property Taxes                         4.5%      5.2%      3.1%       4.3%        2.6%         4.4%       3.8%       3.4%     3.2%
  Insurance                               .9        .9       1.0         .9         1.0          1.0        1.1        1.0      1.4
  Reserve For Replacement                 .3       1.1       1.1         .1          .2           .3         .1         .5       .6
- ------------------------------------------------------------------------------------------------------------------------------------
AMOUNT AVAILABLE FOR DEBT SERVICE
& OTHER FIXED CHARGES                   34.2%     35.5%     36.5%      40.5%       40.4%        37.3%      41.3%      40.3%    36.8%

Total Fixed Charges* (Including
  Property Taxes & Insurance)           26.9%     25.5%     19.3%      19.5%       14.8%        20.2%      18.0%      23.5%    24.9%
- ------------------------------------------------------------------------------------------------------------------------------------
Pre-Tax Income (Loss)                   13.0%     17.2%     22.4%      26.3%       29.4%        22.8%      28.3%      21.7%    17.1%
====================================================================================================================================
PAYROLL & RELATED EXPENSES
  Rooms                                 17.7%     18.2%     16.9%      15.7%       16.1%        17.7%      19.8%      17.0%    18.7%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                               .0       1.3        .7         .2          .0           .0         .0         .6       .6
  Other Operated Departments              .2        .3        .1         .1          .1           .2         .1         .2       .2
  Administrative & General               4.3       4.3       4.5        4.2         4.0          4.1        4.0        4.4      5.0
  Marketing                              1.7       1.3       1.7        1.6         1.2          1.8        1.9        1.6      1.8
  Property Operations & Maintenance      2.6       2.1       2.5        2.4         2.3          2.3        2.6        2.4      2.6
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Payroll & Related Expenses      25.6%     25.5%     25.0%      23.4%       23.1%        25.3%      27.5%      24.8%    27.2%
</TABLE>

* Total Fixed Charges does not include deductions for Replacements; but does
  include Depreciation and Amortization, Interest, Rent and Equipment Leases.

Expense ratios to sales for departmental expenses are based on their respective
departmental revenues. All other expenses are based on total revenue. Totals may
not add due to rounding.


26
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------   --------------------------------------  ---------------------------
                 Location                                     Price Category                        Size
- ----------------------------------------------   --------------------------------------  ---------------------------
                                                                                         Under 75  75-125   Over 125
 Urban   Suburban   Airport   Highway   Resort   Upscale   Mid-Price   Economy   Budget    Rooms    Rooms     Rooms
<S>       <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>      <C>      <C>       <C>   
 73.2%     73.6%     74.4%     71.3%     70.8%     76.5%     72.4%      71.9%     69.1%    68.4%    73.1%     73.4%
  150       125       134       109       172       133       123        115       109       57      108       159
$70.88    $58.55    $53.02    $49.40    $61.51    $74.44    $54.25     $47.67    $39.99   $52.05   $51.89    $61.05

 94.2%     95.3%     95.3%     96.1%     92.9%     95.1%     95.0%      96.0%     96.3%    96.2%    95.8%     94.8%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.1       2.3       1.8       1.7       2.0       2.5       1.7        1.8       2.1      2.2      1.9       2.1
  1.4       1.2        .7        .6       1.3       1.6       1.0         .6        .5       .6       .8       1.2
  2.2       1.3       2.2       1.6       3.8        .8       2.3        1.6       1.1       .9      1.4       1.9
- --------------------------------------------------------------------------------------------------------------------
100.0%    100.0%    100.0%    100.0%    100.0%    100.0%    100.0%     100.0%    100.0%   100.0%   100.0%    100.0%

 27.3%     25.4%     28.5%     25.9%     28.8%     23.5%     26.9%      26.6%     26.9%    26.2%    25.5%      6.7%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
132.0      68.3      74.3      88.3      86.4      73.8      68.4       91.2      92.9     83.1     83.0      75.2
  1.0        .8        .5        .4       1.4       1.0        .8         .5        .3       .4       .5        .9
- --------------------------------------------------------------------------------------------------------------------
 29.5%     26.6%     29.0%     26.8%     29.9%     25.2%     27.5%      27.7%     28.2%    27.5%    26.5%     27.8%
- --------------------------------------------------------------------------------------------------------------------
 70.5%     73.4%     71.0%     73.2%     70.1%     74.8%     72.5%      72.3%     71.8%    72.5%    73.5%     72.2%

  9.4%      9.6%      9.4%      9.7%     10.6%      9.2%      9.1%       9.8%     10.9%    13.1%     9.3%      9.1%
  4.7       4.9       4.1       3.8       6.3       5.7       4.2        3.8       3.6      3.7      4.4       4.6
  1.5       2.2       1.7       1.6       1.4       2.1       2.2        1.2       1.9      3.5      1.7       1.7
  4.9       5.2       5.0       5.5       5.3       4.5       4.8        5.4       7.2      6.3      5.2       5.1
  5.2       5.0       4.3       5.6       5.1       4.6       4.2        5.5       7.4      5.2      5.5       4.7
- --------------------------------------------------------------------------------------------------------------------
 25.8%     26.8%     24.5%     26.2%     28.7%     26.1%     24.5%      25.8%     30.9%    31.8%    26.1%     25.2%

 44.7%     46.6%     46.5%     47.0%     41.4%     48.7%     48.0%       6.5%      0.9%    40.7%    47.4%     47.0%

  3.3%      3.2%      3.4%      2.7%      3.2%      2.8%      3.8%       2.6%      2.2%     3.4%     2.6%     $3.5%
- --------------------------------------------------------------------------------------------------------------------
 41.4%     43.4%     43.1%     44.3%     38.2%     45.9%     44.2%      43.9%     38.7%    37.3%    44.8%     43.5%

  3.9%      3.7%      4.1%      3.6%      2.1%      3.4%      3.4%       3.9%      4.2%     3.7%     3.6%      3.9%
  1.1       1.0       1.0       1.1       1.2       1.0       1.1        1.0       1.1      1.5      1.0       1.0
   .7        .5        .2        .6        .6        .2        .0         .5       1.2      1.5       .5        .4
- --------------------------------------------------------------------------------------------------------------------
 35.7%     38.2%     37.8%     39.0%     34.3%     41.3%     39.3%      38.5%     32.2%    30.6%    39.7%     38.2%

 17.6%     22.3%     18.2%     19.8%     20.6%     18.4%     21.7%      19.7%     22.0%    33.3%    18.2%     20.4%
- --------------------------------------------------------------------------------------------------------------------
 23.8%     21.1%     24.9%     24.5%     17.6%     27.5%     22.5%      24.2%     16.7%     4.0%    26.6%     23.1%
====================================================================================================================

 17.9%     15.7%     19.7%     18.7%     19.7%     11.9%     18.1%      19.7%     20.8%    18.3%    17.4%     17.2%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.8        .1        .3        .4       5.6        .3        .4        1.2        .0       .0       .3        .9
   .3        .1        .0        .2        .4        .1        .1         .4        .7       .1       .1        .2
  4.0       4.2       4.1       4.6       5.2       3.8       4.0        4.8       4.8      4.9      4.3       4.2
  1.9       1.5       1.9       1.6       3.0       1.5       1.2        2.2       1.7       .3      1.7       2.0
  2.5       2.3       2.4       2.5       2.6       2.1       2.2        2.5       2.8      2.0      2.4       2.5
- --------------------------------------------------------------------------------------------------------------------
 25.6%     23.1%     27.2%     26.9%     29.6%     18.8%     24.7%      28.8%     30.0%    24.9%    25.2%     25.2%
</TABLE>


                                                                              27
<PAGE>

                                                                      ----------
                                                                       SPECIAL
                                                                      SUPPLEMENT
                                                                      ----------

================================================================================
TRENDS IN THE HOTEL INDUSTRY
United States Cities 1995 and 1996 Projections
================================================================================

<TABLE>
<CAPTION>
                                         Occupancy                    Average Daily Rate
                                ---------------------------------------------------------------
                                 1994     1995        1996       1994       1995        1996
                                Actual  Estimated   Projected   Actual    Estimated   Projected
                                ---------------------------------------------------------------
<S>                              <C>       <C>         <C>      <C>        <C>         <C>   
South Central Cities
   Austin, TX                    74.4%     76.0%       75.0%    $63.13     $65.50      $68.00
   Baton Rouge, LA               66.4      67.0        67.0      49.78      51.75       54.00
   Birmingham, AL                68.4      68.6        69.0      57.00      59.75       60.75
   Corpus Christi, TX            63.7      67.0        66.0      53.45      55.00       57.00
   Dallas/Fort Worth, TX         68.5      70.0        70.0      72.31      76.00       79.00
   El Paso, TX                   72.8      72.5        73.0      43.76      44.50       46.00
   Houston, TX                   64.3      64.0        65.0      67.32      71.00       74.00
   Jackson, MS                   65.6      65.0        67.0      48.90      49.20       51.00
   Knoxville, TN                 63.4      64.7        65.7      55.38      56.49       57.25
   Little Rock, AR               64.4      61.0        61.5      45.32      48.25       49.00
   Memphis, TN                   70.8      71.0        73.0      63.05      65.95       66.75
   Nashville, TN                 78.0      82.8        84.0      93.32      97.62       99.00
   New Orleans, LA               73.4      73.5        75.0      89.61      92.75       95.00
   Oklahoma City, OK             62.0      66.3        67.5      46.47      49.21       51.00
   San Antonio, TX               71.5      71.0        72.0      69.79      71.75       74.00
   Tulsa, OK                     58.8      59.2        61.0      56.79      58.54       59.00
                               -----------------       ---------------     ------------------
             Subtotal            68.6%     69.3%       70.0%    $69.56     $72.66      $75.28

Mountain and Pacific Cities

   Albuquerque, NM               73.4%     71.3%       73.0%    $63.28     $67.24      $68.00
   Billings, MT                  60.2      60.4        62.0      48.58      49.35       52.00
   Boise, ID                     75.5      75.0        75.0      58.00      62.00       64.00
   Colorado Springs, CO          69.3      69.7        71.2      59.31      62.33       63.75
   Denver, CO                    72.0      74.0        75.0      64.42      69.72       71.00
   Great Falls, MT               60.0      65.2        66.0      48.29      48.02       50.00
   Honolulu, HI                  81.1      80.2        80.5      98.82     105.00      110.00
   Los Angeles, CA               66.3      67.0        68.0      83.05      85.00       88.00
   Orange County, CA             65.5      69.0        70.0      76.50      77.34       80.24
   Phoenix, AZ                   71.4      72.9        73.0      90.13      99.34      100.00
   Portland, OR                  75.0      77.0        75.0      85.00      89.00       92.00
   Sacramento, CA                71.3      70.9        72.0      70.09      74.88       77.00
   Salt Lake City, UT            79.7      78.9        80.0      58.44      62.28       64.75
   San Diego County, CA          67.1      70.0        71.0      77.71      81.00       84.00
   San Francisco, CA             70.1      73.8        75.7     105.92     108.68      112.50
   Santa Fe, NM                  71.2      70.5        71.5     109.21     108.45      109.75
   Scottsdale, AZ                70.9      72.8        73.0     112.76     121.21      123.50
   Seattle, WA                   75.5      77.0        78.0     100.00     104.00      107.00
   Tucson, AZ                    69.2      71.6        72.0      74.25      78.68       79.00

             Subtotal            71.2%     72.5%       73.2%    $84.25     $88.41      $91.19
                               -----------------       ---------------     ------------------
             Total Cities        70.1%     71.3%       72.1%    $83.65     $87.51      $90.64
                               -----------------       ---------------     ------------------
             National Average*   68.9%     70.2%       71.2%    $81.68     $85.24      $88.10
</TABLE>

================================================================================

* Average property size: 210 rooms.


                                                                              15
<PAGE>

                                Oregon West Area
                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                    OCCUPANCY                ROOM RATE               ROOM SUPPLY                     ROOM DEMAND                  
                    ----------------------   ---------------------   ---------------------------     -----------------------------  
                    CURRENT  PRIOR    %      CURRENT  PRIOR   %      CURRENT      PRIOR     %        CURRENT      PRIOR      %    
YEAR   MONTH        YEAR     YEAR     CHNG   YEAR     YEAR    CHNG   YEAR         YEAR      CHNG     YEAR         YEAR       CHNG 
- ----   -----        -------  -----    ----   -------  -----   ----   -------      -------   ----     -------      -------    -----
<S>    <C>          <C>      <C>     <C>    <C>      <C>      <C>    <C>          <C>       <C>      <C>          <C>         <C> 
1990   January      52.0     50.3      3.4   40.36    38.15    5.8    525450       510601    2.9      273408       257052      6.4
1990   February     53.8     55.0     -2.2   41.27    39.04    5.7    476812       461188    3.4      256564       253425      1.2
1990   March        67.5     67.3       .3   42.10    39.46    6.7    527899       510601    3.4      356513       343553      3.8
1990   April        69.9     69.8       .1   41.89    40.28    4.0    510870       494130    3.4      356873       344706      3.5
1990   May          71.7     72.5     -1.1   43.79    41.70    5.0    531650       510601    4.1      381372       369968      3.1
1990   June         83.5     82.3      1.5   46.35    44.94    3.1    514500       503910    2.1      429463       414739      3.6
1990   July         87.6     88.9     -1.5   51.43    48.76    5.5    531650       523249    1.6      465975       465247       .2
1990   August       92.8     93.7     -1.0   52.30    49.52    5.6    533572       523249    2.0      495385       490539      1.0
1990   September    84.4     87.9     -4.0   50.09    46.47    7.8    516360       506370    2.0      436024       444987     -2.0
1990   October      74.2     77.5     -4.3   47.00    44.12    6.5    533572       523249    2.0      395689       405438     -2.4
1990   November     57.3     61.6     -7.0   43.86    40.34    8.7    516360       506370    2.0      296026       311974     -5.1
1990   December     45.2     52.0    -13.1   39.53    38.98    1.4    533572       523249    2.0      240966       272029    -11.4
                    --------------------------------------------------------------------------------------------------------------
       TOTAL 1990   70.1     71.7     -2.2   45.85    43.43    5.6   6252267      6096767    2.6     4384258      4373657       .2
                                                                                                                                  
       ROOM SAMPLE PERCENT - 22.6%        Number of Sample Properties - 43          Number of Census Properties - 268             
                                                                                                                                  
1991   January      47.6     52.0     -8.5   43.20    40.36    7.0    533572       525450    1.5      253786       273408     -7.2
1991   February     54.5     53.8      1.3   45.59    41.27   10.5    481936       476812    1.1      262506       256564      2.3
1991   March        61.1     67.5     -9.5   45.16    42.10    7.3    533572       527899    1.1      325864       356513     -8.6
1991   April        66.5     69.9     -4.9   45.86    41.89    9.5    516360       510870    1.1      343457       356873     -3.8
1991   May          68.3     71.7     -4.7   47.44    43.79    8.3    535215       531650     .7      365449       381372     -4.2
1991   June         79.7     83.5     -4.6   51.10    46.35   10.2    519630       514500    1.0      414074       429463     -3.6
1991   July         85.2     87.6     -2.7   54.86    51.43    6.7    542345       531650    2.0      461971       465975      -.9
1991   August       92.3     92.8      -.5   56.39    52.30    7.8    542345       533572    1.6      500420       495385      1.0
1991   September    82.2     84.4     -2.6   51.87    50.09    3.6    524850       516360    1.6      431379       436024     -1.1
1991   October      70.5     74.2     -5.0   49.54    47.00    5.4    542345       533572    1.6      382167       395689     -3.4
1991   November     58.5     57.3      2.1   46.18    43.86    5.3    524850       516360    1.6      307089       296026      3.7
1991   December     47.6     45.2      5.3   42.67    39.53    7.9    542345       533572    1.6      257945       240966      7.0
                    --------------------------------------------------------------------------------------------------------------
       TOTAL 1991   67.9     70.1     -3.1   49.22    45.85    7.4   6339365      6252267    1.4     4306107      4384258     -1.8
                                                                                                                                  
       ROOM SAMPLE PERCENT - 20.1%        Number of Sample Properties - 35          Number of Census Properties - 272
</TABLE>


                     ROOM REVENUE
                     ---------------------------------
                     CURRENT      PRIOR          % 
YEAR   MONTH         YEAR         YEAR           CHNG
- ----   -----         ---------    ---------      -----
1990   January        11033862      9807236       12.5
1990   February       10588195      9894509        7.0
1990   March          15008131     13557352       10.7
1990   April          14950219     13884718        7.7
1990   May            16698968     15428196        8.2
1990   June           19904464     18638833        6.8
1990   July           23962889     22685961        5.6
1990   August         25910139     24291128        6.7
1990   September      21842079     20680533        5.6
1990   October        18598260     17889634        4.0
1990   November       12985030     12585779        3.2
1990   December        9525768     10604092      -10.2
                    ----------------------------------
       TOTAL 1990    201008004    189947971        5.8
                    
1991   January        10963599     11033862        -.6
1991   February       11966443     10588195       13.0
1991   March          14715226     15008131       -2.0
1991   April          15750939     14950219        5.4
1991   May            17336728     16698968        3.8
1991   June           21159378     19904464        6.3
1991   July           25344416     23962889        5.8
1991   August         28216608     25910139        8.9
1991   September      22374564     21842079        2.4
1991   October        18932990     18598260        1.8
1991   November       14181656     12985030        9.2
1991   December       11005228      9525768       15.5
                    ----------------------------------
       TOTAL 1991    211947775    201008004        5.4
<PAGE>

                                Oregon West Area
                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                    OCCUPANCY                ROOM RATE               ROOM SUPPLY                     ROOM DEMAND                   
                    ----------------------   ---------------------   ---------------------------     ----------------------------- 
                    CURRENT  PRIOR    %      CURRENT  PRIOR   %      CURRENT      PRIOR     %        CURRENT      PRIOR      %     
YEAR   MONTH        YEAR     YEAR     CHNG   YEAR     YEAR    CHNG   YEAR         YEAR      CHNG     YEAR         YEAR       CHNG  
- ----   -----        -------  -----    ----   -------  -----   ----   -------      -------   ----     -------      -------    ----- 
<S>    <C>          <C>      <C>     <C>    <C>      <C>      <C>    <C>          <C>       <C>      <C>          <C>         <C>  
1992   January      47.9     47.6       .6   45.71    43.20    5.8    542345       533572    1.6      259669       253786      2.3 
1992   February     54.9     54.5       .7   48.00    45.59    5.3    491344       481936    2.0      269631       262506      2.7 
1992   March        61.7     61.1      1.0   48.03    45.16    6.4    543988       533572    2.0      335838       325864      3.1 
1992   April        64.6     66.5     -2.9   48.76    45.86    6.3    526440       516360    2.0      340249       343457      -.9 
1992   May          67.7     68.3      -.9   49.73    47.44    4.8    545786       535215    2.0      369717       365449      1.2 
1992   June         78.1     79.7     -2.0   51.57    51.10     .9    528180       519630    1.6      412346       414074      -.4 
1992   July         84.3     85.2     -1.1   56.80    54.86    3.5    545786       542345     .6      459975       461971      -.4 
1992   August       86.1     92.3     -6.7   58.18    56.39    3.2    545786       542345     .6      469936       500420     -6.1 
1992   September    76.9     82.2     -6.4   54.49    51.87    5.1    528180       524850     .6      406228       431379     -5.8 
1992   October      66.6     70.5     -5.5   50.86    49.54    2.7    545786       542345     .6      363321       382167     -4.9 
1992   November     53.8     58.5     -8.0   48.53    46.18    5.1    528180       524850     .6      284364       307089     -7.4 
1992   December     45.2     47.6     -5.0   44.54    42.67    4.4    545786       542345     .6      246682       257945     -4.4 
                    ---------------------------------------------------------------------------------------------------------------
       TOTAL 1992   65.7     67.9     -3.2   51.22    49.22    4.1   6417587      6339365    1.2     4217956      4306107     -2.0 
                                                                                                                                   
       ROOM SAMPLE PERCENT - 22.5%        Number of Sample Properties - 41          Number of Census Properties - 274              
                                                                                                                                   
1993   January      42.6     47.9    -11.1   48.44    45.71    6.0    545786       542345     .6      232483       259669    -10.5 
1993   February     50.2     54.9     -8.6   50.23    48.00    4.6    494592       491344     .7      248072       269631     -8.0 
1993   March        58.4     61.7     -5.3   50.04    48.03    4.2    547584       543988     .7      320021       335838     -4.7 
1993   April        61.5     64.6     -4.8   49.77    48.76    2.1    529920       526440     .7      325953       340249     -4.2 
1993   May          63.7     67.7     -5.9   51.08    49.73    2.7    547584       545786     .3      348550       369717     -5.7 
1993   June         72.2     78.1     -7.6   54.94    51.57    6.5    531150       528180     .6      383462       412346     -7.0 
1993   July         82.5     84.3     -2.1   58.73    56.80    3.4    552296       545786    1.2      455795       459975      -.9 
1993   August       84.4     86.1     -2.0   61.15    58.18    5.1    552296       545786    1.2      465896       469936      -.9 
1993   September    73.9     76.9     -3.9   56.80    54.49    4.2    534480       528180    1.2      395040       406228     -2.8 
1993   October      65.3     66.6     -2.0   53.15    50.86    4.5    553226       545786    1.4      361459       363321      -.5 
1993   November     54.8     53.8      1.9   50.02    48.53    3.1    535380       528180    1.4      293157       284364      3.1 
1993   December     43.1     45.2     -4.6   46.09    44.54    3.5    553226       545786    1.4      238198       246682     -3.4 
                    ---------------------------------------------------------------------------------------------------------------
       TOTAL 1993   62.8     65.7     -4.4   53.44    51.22    4.3   6477520      6417587     .9     4068086      4217956     -3.6 
                                                                                                                                   
       ROOM SAMPLE PERCENT - 27.1%        Number of Sample Properties - 50          Number of Census Properties - 279              
</TABLE>


                    ROOM REVENUE
                    ---------------------------------
                    CURRENT      PRIOR          % 
YEAR   MONTH        YEAR         YEAR           CHNG
- ----   -----        ---------    ---------      -----
1992   January       11869039     10963599        8.3
1992   February      12943170     11966443        8.2
1992   March         16129238     14715226        9.6
1992   April         16591502     15750939        5.3
1992   May           18386521     17336728        6.1
1992   June          21266129     21159378         .5
1992   July          26127964     25344416        3.1
1992   August        27338560     28216608       -3.1
1992   September     22135298     22374564       -1.1
1992   October       18477633     18932990       -2.4
1992   November      13801519     14181656       -2.7
1992   December      10986340     11005228        -.2
                    ---------------------------------
       TOTAL 1992   216052913    211947775        1.9

                    
1993   January       11261788     11869039       -5.1
1993   February      12459948     12943170       -3.7
1993   March         16013869     16129238        -.7
1993   April         16222805     16591502       -2.2
1993   May           17805505     18386521       -3.2
1993   June          21067886     21266129        -.9
1993   July          26768298     26127964        2.5
1993   August        28491339     27338560        4.2
1993   September     22438409     22135298        1.4
1993   October       19210933     18477633        4.0
1993   November      14664344     13801519        6.3
1993   December      10978609     10986340        -.1
                    ---------------------------------
       TOTAL 1993   217383733    216052913         .6
                    
<PAGE>

                                Oregon West Area
                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                    OCCUPANCY                ROOM RATE               ROOM SUPPLY                     ROOM DEMAND                   
                    ----------------------   ---------------------   ---------------------------     ----------------------------- 
                    CURRENT  PRIOR    %      CURRENT  PRIOR   %      CURRENT      PRIOR     %        CURRENT      PRIOR      %     
YEAR   MONTH        YEAR     YEAR     CHNG   YEAR     YEAR    CHNG   YEAR         YEAR      CHNG     YEAR         YEAR       CHNG  
- ----   -----        -------  -----    ----   -------  -----   ----   -------      -------   ----     -------      -------    ----- 
<S>    <C>          <C>      <C>     <C>    <C>      <C>      <C>    <C>          <C>       <C>      <C>          <C>         <C>  
1994   January      43.1     42.6      1.2   48.74    48.44     .6    553226       545786    1.4      238379       232483      2.5 
1994   February     52.3     50.2      4.2   50.15    50.23    -.2    499688       494592    1.0      261273       248072      5.3 
1994   March        59.0     58.4      1.0   50.03    50.04    -.0    553226       547584    1.0      326290       320021      2.0 
1994   April        59.2     61.5     -3.7   51.16    49.77    2.8    537780       529920    1.5      318628       325953     -2.2 
1994   May          59.6     63.7     -6.4   52.72    51.08    3.2    555706       547584    1.5      331390       348550     -4.9 
1994   June         72.4     72.2       .3   55.81    54.94    1.6    537780       531150    1.2      389166       383462      1.5 
1994   July         78.6     82.5     -4.7   58.29    58.73    -.7    558806       552296    1.2      439351       455795     -3.6 
1994   August       82.3     84.4     -2.5   56.95    61.15   -6.9    558806       552296    1.2      459859       465896     -1.3 
1994   September    72.7     73.9     -1.6   57.46    56.80    1.2    545370       534480    2.0      396464       395040       .4 
1994   October      61.8     65.3     -5.4   52.81    53.15    -.6    565099       553226    2.1      349017       361459     -3.4 
1994   November     52.8     54.8     -3.6   50.92    50.02    1.8    546870       535380    2.1      288663       293157     -1.5 
1994   December     42.5     43.1     -1.4   48.78    46.09    5.8    566246       553226    2.4      240547       238198      1.0 
                    ---------------------------------------------------------------------------------------------------------------
       TOTAL 1994   61.4     62.8     -2.2   53.47    53.44     .1   6578603      6477520    1.6     4039027      4068086      -.7 
                                                                                                                                   
       ROOM SAMPLE PERCENT - 28.0%        Number of Sample Properties - 54          Number of Census Properties - 285              
                                                                                                                                   
1995   January      41.6     43.1     -3.5   48.97    48.74     .5    566246       553226    2.4      235718       238379     -1.1 
1995   February     49.6     52.3     -5.2   51.61    50.15    2.9    511448       499688    2.4      253553       261273     -3.0 
1995   March        55.9     59.0     -5.3   50.98    50.03    1.9    566246       553226    2.4      316782       326290     -2.9 
1995   April        60.1     59.2      1.5   51.46    51.16     .6    550410       537780    2.3      330712       318628      3.8 
1995   May          63.5     59.6      6.5   54.13    52.72    2.7    568757       555706    2.3      361162       331390      9.0 
1995   June         71.9     72.4      -.7   57.68    55.81    3.4    552660       537780    2.8      397441       389166      2.1 
1995   July         78.5     78.6      -.1   60.49    58.29    3.8    571082       558806    2.2      448268       439351      2.0 
1995   August       83.5     82.3      1.5   61.76    56.95    8.4    571082       558806    2.2      476641       459859      3.6 
1995   September    74.8     72.7      2.9   59.09    57.46    2.8    552660       545370    1.3      413486       396464      4.3 
1995   October      63.2     61.8      2.3   54.15    52.81    2.5    571082       565099    1.1      360879       349017      3.4 
1995   November     51.9     52.8     -1.7   51.63    50.92    1.4    554550       546870    1.4      287786       288663      -.3 
1995   December     43.8     42.5      3.1   49.52    48.78    1.5    575050       566246    1.6      251892       240547      4.7 
                    ---------------------------------------------------------------------------------------------------------------
       TOTAL 1995   61.6     61.4       .3   55.18    53.47    3.2   6711273      6578603    2.0     4134320      4039027      2.4 
                                                                                                                                   
       ROOM SAMPLE PERCENT - 26.7%        Number of Sample Properties - 53          Number of Census Properties - 289
</TABLE>


                     ROOM REVENUE
                     ---------------------------------
                     CURRENT      PRIOR          % 
YEAR   MONTH         YEAR         YEAR           CHNG
- ----   -----         ---------    ---------      -----
1994   January        11618994     11261788        3.2
1994   February       13103487     12459948        5.2
1994   March          16323203     16013869        1.9
1994   April          16299893     16222805         .5
1994   May            17469763     17805505       -1.9
1994   June           21718382     21067886        3.1
1994   July           25609624     26768298       -4.3
1994   August         26186860     28491339       -8.1
1994   September      22782542     22438409        1.5
1994   October        18432503     19210933       -4.1
1994   November       14699805     14664344         .2
1994   December       11733837     10978609        6.9
                    ----------------------------------
       TOTAL 1994    215978893    217383733        -.6

                    
1995   January        11543334     11618994        -.7
1995   February       13085030     13103487        -.1
1995   March          16148868     16323203       -1.1
1995   April          17016967     16299893        4.4
1995   May            19548671     17469763       11.9
1995   June           22926308     21718382        5.6
1995   July           27115268     25609624        5.9
1995   August         29439319     26186860       12.4
1995   September      24433424     22782542        7.2
1995   October        19539819     18432503        6.0
1995   November       14857304     14699805        1.1
1995   December       12472897     11733837        6.3
                    ----------------------------------
       TOTAL 1995    228127209    215978893        5.6
                    
<PAGE>

                                Oregon West Area
                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                    OCCUPANCY                ROOM RATE               ROOM SUPPLY                     ROOM DEMAND                   
                    ----------------------   ---------------------   ---------------------------     ----------------------------- 
                    CURRENT  PRIOR    %      CURRENT  PRIOR   %      CURRENT      PRIOR     %        CURRENT      PRIOR      %     
YEAR   MONTH        YEAR     YEAR     CHNG   YEAR     YEAR    CHNG   YEAR         YEAR      CHNG     YEAR         YEAR       CHNG  
- ----   -----        -------  -----    ----   -------  -----   ----   -------      -------   ----     -------      -------    ----- 
<S>    <C>          <C>      <C>     <C>    <C>      <C>      <C>    <C>          <C>       <C>      <C>          <C>         <C>  
1996   January      42.4     41.6      1.9   49.82    48.97    1.7    575050       566246    1.6      243801       235718      3.4 
1996   February     50.8     49.6      2.4   50.96    51.61   -1.3    519400       511448    1.6      263804       253553      4.0 
1996   March        58.4     55.9      4.5   52.56    50.98    3.1    575050       566246    1.6      336009       316782      6.1 
1996   April        59.5     60.1     -1.0   53.02    51.46    3.0    556500       550410    1.1      331173       330712       .1 
1996   May          64.2     63.5      1.1   54.88    54.13    1.4    575050       568757    1.1      369032       361162      2.2 
1996   June         73.7     71.9      2.5   58.33    57.68    1.1    559680       552660    1.3      412364       397441      3.8 
1996   July         80.9     78.5      3.1   59.71    60.49   -1.3    578336       571082    1.3      468097       448268      4.4 
1996   August       86.6     83.5      3.7   64.39    61.76    4.3    580165       571082    1.6      502241       476641      5.4 
1996   September    70.4     74.8     -5.9   56.37    59.09   -4.6    561450       552660    1.6      395332       413486     -4.4 
                    ---------------------------------------------------------------------------------------------------------------
       TOTAL 1996   65.4     64.5      1.4   56.50    56.05     .8   5080681      5010591    1.4     3321853      3233763      2.7 
                                                                                                                                   
       ROOM SAMPLE PERCENT - 25.9%        Number of Sample Properties - 55          Number of Census Properties - 291              
</TABLE>


                    ROOM REVENUE
                    ---------------------------------
                    CURRENT      PRIOR          % 
YEAR   MONTH        YEAR         YEAR           CHNG
- ----   -----        ---------    ---------      -----
1996   January       12146413     11543334        5.2
1996   February      13443471     13085030        2.7
1996   March         17660039     16148868        9.4
1996   April         17557346     17016967        3.2
1996   May           20254208     19548671        3.6
1996   June          24054393     22926308        4.9
1996   July          27950296     27115268        3.1
1996   August        32337682     29439319        9.8
1996   September     22284935     24433424       -8.8
                    ---------------------------------
       TOTAL 1996   187688783    181257189        3.5
                    

SOURCE: SMITH TRAVEL RESEARCH - The information contained in this report is
                                based upon independent surveys and research from
                                sources considered reliable but no
                                representation is made as to its completeness or
                                accuracy. This information is in no way to be
                                construed as a recommendation by Smith Travel
                                Research of any industry standard and is
                                intended solely for the internal purposes of
                                your company and should not be published in any
                                manner unless authorized by Smith Travel
                                Research.
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN

                                Oregon West Area
                                                                11/07/96 Page: 1

<TABLE>
<CAPTION>
                                                                                                                  RESPONSE REPORT   
                                                                      Zip                                    --------- 1995 --------
STR CODE   Name of Establishment            City              ST    Code       Telephone     YEAR  ROOMS    SEP    OCT    NOV    DEC
- --------   ---------------------            ----              --    ----       ---------     ----  -----    ---    ---    ---    ---
<C>        <S>                              <C>               <C>   <C>      <C>              <C>   <C>     <C>    <C>    <C>    <C>
  9391     NORTHWOODS INN                   CLATSKANIE        OR    97016    (503) 728-4311          31
 32966     FAIRFIELD INN PORTLAND/AIRPORT   PORTLAND          OR    97020    (503) 253-1400   9606  106                             
 31079     BEST WESTERN OAK MEADOWS INN     ST HELENS         OR    97051    (503) 397-3000   9410   50
 23153     CLOSED VERNONIA HOTEL            VERNONIA          OR    97064    (503) 429-5091           0
 31145     HOLIDAY INN EXPRESS WOODBURN     WOODBURN          OR    97071    (503) 982-6515   9504   81      X      X      X      X 
 17774     FAIRWAY INN                      WOODBURN          OR    97071    (503) 981-3211          46
 20671     COMFORT INN WOODBURN             WOODBURN          OR    97071    (503) 982-1727   8810   49      X      X               
 17593     CREST MOTEL                      ASTORIA           OR    97103    (503) 325-3141          40
 17592     CITY CENTER HOTEL                ASTORIA           OR    97103    (503) 325-4211          22
 13115     BAYSHORE MOTOR INN               ASTORIA           OR    97103    (503) 325-2205   8906   36
 17595     LAMPLIGHTER                      ASTORIA           OR    97103    (503) 325-4051          29
 17596     RIVERSHORE                       ASTORIA           OR    97103    (503) 325-2921          43
 17594     DUNES MOTEL                      ASTORIA           OR    97103    (503) 325-7111          41
  9647     RED LION ASTORIA/INN             ASTORIA           OR    97103    (503) 325-7373         124      X      X      X      X 
  3359     SURFSAND RESORT                  CANNON BEACH      OR    97110    (503) 436-2274   6600   68
 12623     SCHOONERS COVE                   CANNON BEACH      OR    97110    (503) 436-2300   8706   54
 22931     ECOLA CREEK LODGE                CANNON BEACH      OR    97110    (503) 436-2776   4804   31
 22935     HAYSTACK RESORT                  CANNON BEACH      OR    97110    (503) 436-1577          23
 22937     MAJOR MOTEL                      CANNON BEACH      OR    97110    (503) 436-2241          24
 22939     HALLMARK RESORT                  CANNON BEACH      OR    97110    (503) 436-1566         131
 22945     THE WAVES OCEANFRONT             CANNON BEACH      OR    97110    (503) 436-2205          39
 31854     STEPHANIE INN                    CANNON BEACH      OR    97110    (503) 436-2221          49
 22980     FANTA SEA MOTEL                  GARIBALDI         OR    97118    (503) 322-3251          20
 23042     SUNSET SURF MOTEL                MANZANITA         OR    97130    (503) 368-5224          27
 17764     SURFSIDE RESORT                  ROCKAWAY BEACH    OR    97136    (503) 355-2312          20
 17765     SILVER SANDS MOTEL               ROCKAWAY BEACH    OR    97136    (503) 355-2206          64
  8415     HUNTLEY INN                      SEASIDE           OR    97138    (503) 738-9581          47
 17776     EBB TIDE MOTEL                   SEASIDE           OR    97138    (503) 738-8371          74
 23132     AMBASSADOR BY THE SEA            SEASIDE           OR    97138    (503) 738-6382          35
 23140     THE TIDES                        SEASIDE           OR    97138    (503) 738-6317          40
 26731     BEST WESTERN OCEAN VIEW RESORT   SEASIDE           OR    97138    (503) 738-3334          84
 17777     GEARHART BY THE SEA              GEARHART          OR    97138    (503) 738-8331          91      X      X      X      X
 17779     LANAI MOTEL                      SEASIDE           OR    97138    (503) 738-6343          22
 17778     HI TIDE MOTEL                    SEASIDE           OR    97138    (503) 738-8414          64
 17780     ROYALE MOTEL                     SEASIDE           OR    97138    (503) 738-9541          26
 11193     SHILO INN SEASIDE/OCEANFRONT     SEASIDE           OR    97138    (503) 738-9571   8500  113
 17109     SHILO INN SEASIDE EAST           SEASIDE           OR    97138    (503) 738-0549   8906   58
 31592     COMFORT INN SEASIDE              SEASIDE           OR    97138    (503) 738-3011   9512   65                           X 


<CAPTION>
                                                                        Report #: Res-14
                                             -------------------------- 1996 ---------------------------
STR CODE   Name of Establishment            JAN    FEB    MAR    APR    MAY    JUN    JUL    AUG    SEP
- --------   ---------------------            ---    ---    ---    ---    ---    ---    ---    ---    ---
<C>        <S>                              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
  9391     NORTHWOODS INN                   
 32966     FAIRFIELD INN PORTLAND/AIRPORT                                       X      X      X      X
 31079     BEST WESTERN OAK MEADOWS INN     
 23153     CLOSED VERNONIA HOTEL            
 31145     HOLIDAY INN EXPRESS WOODBURN      X      X      X      X      X      X      X      X      X
 17774     FAIRWAY INN                      
 20671     COMFORT INN WOODBURN                     X      X             X      X      X      X      
 17593     CREST MOTEL                      
 17592     CITY CENTER HOTEL                
 13115     BAYSHORE MOTOR INN               
 17595     LAMPLIGHTER                      
 17596     RIVERSHORE                       
 17594     DUNES MOTEL                      
  9647     RED LION ASTORIA/INN              X      X      X      X      X      X      X      X      X
  3359     SURFSAND RESORT                  
 12623     SCHOONERS COVE                   
 22931     ECOLA CREEK LODGE                
 22935     HAYSTACK RESORT                  
 22937     MAJOR MOTEL                      
 22939     HALLMARK RESORT                  
 22945     THE WAVES OCEANFRONT             
 31854     STEPHANIE INN                    
 22980     FANTA SEA MOTEL                  
 23042     SUNSET SURF MOTEL                
 17764     SURFSIDE RESORT                  
 17765     SILVER SANDS MOTEL               
  8415     HUNTLEY INN                      
 17776     EBB TIDE MOTEL                   
 23132     AMBASSADOR BY THE SEA            
 23140     THE TIDES                        
 26731     BEST WESTERN OCEAN VIEW RESORT   
 17777     GEARHART BY THE SEA              
 17779     LANAI MOTEL                      
 17778     HI TIDE MOTEL                    
 17780     ROYALE MOTEL                     
 11193     SHILO INN SEASIDE/OCEANFRONT     
 17109     SHILO INN SEASIDE EAST           
 31592     COMFORT INN SEASIDE               X      X      X             X      X      X      X      X
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN

                                Oregon West Area
                                                                11/07/96 Page: 2

<TABLE>
<CAPTION>
                                                                                                                  RESPONSE REPORT   
                                                                      Zip                                    --------- 1995 --------
STR CODE   Name of Establishment            City              ST    Code       Telephone     YEAR  ROOMS    SEP    OCT    NOV    DEC
- --------   ---------------------            ----              --    ----       ---------     ----  -----    ---    ---    ---    ---
<C>        <S>                              <C>               <C>   <C>      <C>              <C>   <C>     <C>    <C>    <C>    <C>
  3383     SEASHORE RESORT MOTEL            SEASIDE           OR    97138    (503) 738-6368   6200   53
 17781     SUNDOWNER MOTOR INN              SEASIDE           OR    97138    (503) 738-8301          22
 17775     CITY CENTER MOTEL                SEASIDE           OR    97138    (503) 738-6377          34
 20703     EL REY SANDS                     TILLAMOOK         OR    97141    (503) 842-7511          22
 23147     TILLAMOOK INN                    TILLAMOOK         OR    97141    (503) 842-4413          27
  3385     MAR CLAIR MOTEL                  TILLAMOOK         OR    97141    (503) 842-7571   6000   47
 14065     WESTERN ROYAL INN                TILLAMOOK         OR    97141    (503) 842-5844   9005   43
 28433     SHILO INN TILLAMOOK SUITES       TILLAMOOK         OR    97141    (503) 842-7971   8812  100
 17620     TOLOVANA INN                     TOLOVANA PARK     OR    97145    (503) 436-2211         185
 17136     SHILO INN WARRENTON/ASTORIA      WARRENTON         OR    97146    (503) 861-2181   9008   62
  4982     CITY CENTER MOTEL                SALEM             OR    97301    (503) 364-0121          30
  5948     MOTEL 6 SALEM NORTH              SALEM             OR    97301    (503) 371-8024         115      X      X      X      X 
 20147     BEST WESTERN MILL CREEK INN      SALEM             OR    97301    (503) 585-3332   9107  109
 23131     RAMADA SALEM                     SALEM             OR    97301    (503) 363-4123         114             X      X      X 
  4981     HOLIDAY LODGE                    SALEM             OR    97301    (503) 585-2323          60
 11191     SHILO INN SALEM SUITES           SALEM             OR    97301    (503) 581-4001          89
 17770     QUALITY SALEM                    SALEM             OR    97301    (503) 370-7888         150      X      X             X 
  3381     BEST WESTERN NEW KINGS INN       SALEM             OR    97301    (503) 581-1559   6100  101
 17773     TIKI LODGE                       SALEM             OR    97301    (503) 581-4441          50
 25941     SUPER 8 SALEM                    SALEM             OR    97301    (503) 370-8888   8811   79
 17772     SALEM DOWNTOWN                   SALEM             OR    97301    (503) 363-2451         110
  7446     SALEM GRAND MOTEL                SALEM             OR    97301    (503) 581-2466          63
  6530     MOTEL 6 SALEM SOUTH              SALEM             OR    97302    (503) 588-7191          78      X      X      X      X 
 33657     SLEEP INN SALEM                  SALEM             OR    97303    (503) 588-9000   9613   75
 17771     RODEWAY INN SALEM                SALEM             OR    97303    (503) 585-2900          40                             
 23281     TRAVELODGE SALEM                 SALEM             OR    97305    (503) 588-5423   8706   70      X      X      X      X 
  3382     BEST WESTERN PACIFIC HIGHWAY I   SALEM             OR    97305    (503) 390-3200   7900   52
 31862     PHOENIX INN                      SALEM             OR    97308    (503) 588-9220          89
  4975     BUDGET INN                       ALBANY            OR    97321    (541) 926-4246          47
 22894     STAR DUST MOTEL                  ALBANY            OR    97321    (503) 926-4233          31
 31307     HOLIDAY INN EXPRESS ALBANY       ALBANY            OR    97321    (541) 928-5050   9506   75      X      X      X      X 
  3349     BEST WESTERN PONY SOLDIER ALBA   ALBANY            OR    97321    (503) 928-6322   7900   72
 18950     COMFORT INN ALBANY               ALBANY            OR    97321    (503) 928-0921   8907   50      X      X             X 
  8999     VALU INN                         ALBANY            OR    97321    (541) 926-1538   6800   59
 17585     MOTEL ORLEANS ALBANY             ALBANY            OR    97321    (503) 926-0170          78
 17625     ECONO LODGE CORVALLIS            CORVALLIS         OR    97330    (503) 752-9601          61      X      X      X      X 
 21587     BEST WESTERN GRAND MANOR INN     CORVALLIS         OR    97330    (541) 758-8571          55
 31856     MOTEL ORLEANS CORVALLIS          CORVALLIS         OR    97330    (503) 758-9125          61


<CAPTION>
                                                                        Report #: Res-14
                                             -------------------------- 1996 ---------------------------
STR CODE   Name of Establishment            JAN    FEB    MAR    APR    MAY    JUN    JUL    AUG    SEP
- --------   ---------------------            ---    ---    ---    ---    ---    ---    ---    ---    ---
<C>        <S>                              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
  3383     SEASHORE RESORT MOTEL            
 17781     SUNDOWNER MOTOR INN              
 17775     CITY CENTER MOTEL                
 20703     EL REY SANDS                     
 23147     TILLAMOOK INN                    
  3385     MAR CLAIR MOTEL                  
 14065     WESTERN ROYAL INN                
 28433     SHILO INN TILLAMOOK SUITES       
 17620     TOLOVANA INN                     
 17136     SHILO INN WARRENTON/ASTORIA      
  4982     CITY CENTER MOTEL                
  5948     MOTEL 6 SALEM NORTH               X      X      X      X      X      X      X      X      X
 20147     BEST WESTERN MILL CREEK INN      
 23131     RAMADA SALEM                      X      X      X      X      X      X      X      X      X
  4981     HOLIDAY LODGE                    
 11191     SHILO INN SALEM SUITES           
 17770     QUALITY SALEM                     X      X      X      X      X      X      X      X      X
  3381     BEST WESTERN NEW KINGS INN       
 17773     TIKI LODGE                       
 25941     SUPER 8 SALEM                    
 17772     SALEM DOWNTOWN                   
  7446     SALEM GRAND MOTEL                
  6530     MOTEL 6 SALEM SOUTH               X      X      X      X      X      X      X      X      X
 33657     SLEEP INN SALEM                  
 17771     RODEWAY INN SALEM                                                                  X      X
 23281     TRAVELODGE SALEM                                       X      X      X      X      X      X
  3382     BEST WESTERN PACIFIC HIGHWAY I   
 31862     PHOENIX INN                      
  4975     BUDGET INN                       
 22894     STAR DUST MOTEL                  
 31307     HOLIDAY INN EXPRESS ALBANY        X      X      X      X      X      X      X      X      X
  3349     BEST WESTERN PONY SOLDIER ALBA   
 18950     COMFORT INN ALBANY                X      X      X                    X      X      X      X
  8999     VALU INN                         
 17585     MOTEL ORLEANS ALBANY             
 17625     ECONO LODGE CORVALLIS             X      X      X      X      X      X      X      X      X
 21587     BEST WESTERN GRAND MANOR INN     
 31856     MOTEL ORLEANS CORVALLIS          
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN

                                Oregon West Area
                                                                11/07/96 Page: 3

<TABLE>
<CAPTION>
                                                                                                                  RESPONSE REPORT   
                                                                      Zip                                    --------- 1995 --------
STR CODE   Name of Establishment            City              ST    Code       Telephone     YEAR  ROOMS    SEP    OCT    NOV    DEC
- --------   ---------------------            ----              --    ----       ---------     ----  -----    ---    ---    ---    ---
<C>        <S>                              <C>               <C>   <C>      <C>              <C>   <C>     <C>    <C>    <C>    <C>
 10280     RAMADA CORVALLIS                 CORVALLIS         OR    97330    (503) 753-9151         120      X      X      X      X 
 17626     SHANICO INN                      CORVALLIS         OR    97330    (503) 754-7474          76
  3361     JASON INN                        CORVALLIS         OR    97330    (503) 753-7326          51
 30049     SUPER 8 CORVALLIS                CORVALLIS         OR    97330    (541) 758-8088   9409  101
 20697     TOWNE HOUSE MOTOR INN            CORVALLIS         OR    97333    (503) 753-4496         100
 17632     HOLIDAY SURF LODGE               DEPOE BAY         OR    97341    (503) 765-2133          84
 17634     SURFRIDER MOTEL                  DEPOE BAY         OR    97341    (503) 764-2311          40
 17627     PIONEER VILLA                    HALSEY            OR    97348    (503) 369-2801          60
 23024     SHANICO INN                      LEBANON           OR    97355    (503) 259-2601          40
  9879     HOTEL NEWPORT                    NEWPORT           OR    97365    (503) 265-9411         146
 12710     VAL U INN                        NEWPORT           OR    97365    (503) 265-6203   8906   70
 17714     EMBARCADERO RESORT               NEWPORT           OR    97365    (503) 265-8521         100
 17715     TRAVELLERS INN                   NEWPORT           OR    97365    (503) 265-7723          43
 17719     MONEYSAVER MOTEL                 NEWPORT           OR    97365    (503) 265-2277          43
 23063     EL RANCHO MOTEL                  NEWPORT           OR    97365    (503) 265-5192          20
 23065     NEWPORT MOTOR INN                NEWPORT           OR    97365    (503) 265-8516   7005   39      X      X      X      X 
 23066     SANDS MOTOR LODGE                NEWPORT           OR    97365    (503) 265-5321          56
 23070     WEST WIND MOTEL                  NEWPORT           OR    97365    (503) 265-5388          23
 23071     WILLERS MOTEL                    NEWPORT           OR    97365    (503) 265-2241          33
 17716     LITTLE CREEK COVE                NEWPORT           OR    97365    (503) 265-8587          25
 17718     PENNYSAVER MOTEL                 NEWPORT           OR    97365    (503) 265-6631          46
 17720     WHALER MOTEL                     NEWPORT           OR    97365    (503) 265-9261          73
 12709     PUERTO NUEVO INN                 NEWPORT           OR    97365    (503) 265-5767   8907   32
 17713     SHILO INN NEWPORT/OCEANFRONT R   NEWPORT           OR    97365    (503) 265-7701         179
  3371     BEST WESTERN HALLMARK RESORT     NEWPORT           OR    97365    (541) 265-2600   7000   72
 11192     SHILO INN LINCOLN CITY/ OCEANF   LINCOLN CITY      OR    97367    (503) 994-3655   7100  247
 17684     D SANDS MOTEL                    LINCOLN CITY      OR    97367    (503) 994-5244          63
 17686     ESTER LEE MOTEL                  LINCOLN CITY      OR    97367    (503) 996-3606          53
 17688     LINCOLN SHORES MOTEL             LINCOLN CITY      OR    97367    (503) 994-8155          30
 17689     PELICAN SHORES MOTEL             LINCOLN CITY      OR    97367    (503) 994-2134          53
 17690     SAILOR JACK                      LINCOLN CITY      OR    97367    (503) 994-3696          40
 17694     INN AT SPANISH HEAD              LINCOLN CITY      OR    97367    (503) 996-2161   6800  119      X      X      X      X 
 23025     ANCHOR MOTEL & LODGE             LINCOLN CITY      OR    97367    (503) 996-3810          20
 23032     OCEAN TERRACE MOTEL              LINCOLN CITY      OR    97367    (503) 996-3623          32
 23034     SEA GULL BEACH FRT MOTEL         LINCOLN CITY      OR    97367    (503) 994-2948          26
 29378     BEST WESTERN RAMA INN            LINCOLN CITY      OR    97367    (503) 994-6060   9307   60      X      X      X      
 33601     HOLIDAY INN EXPRESS LINCOLN CI   LINCOLN CITY      OR    97367    (541) 996-4400   9608   59                             
 33602     ASHLEY INN                       LINCOLN CITY      OR    97367    (541) 996-7500          74


<CAPTION>
                                                                        Report #: Res-14
                                             -------------------------- 1996 ---------------------------
STR CODE   Name of Establishment            JAN    FEB    MAR    APR    MAY    JUN    JUL    AUG    SEP
- --------   ---------------------            ---    ---    ---    ---    ---    ---    ---    ---    ---
<C>        <S>                              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
 10280     RAMADA CORVALLIS                  X      X      X      X      X      X      X      X      X
 17626     SHANICO INN                      
  3361     JASON INN                        
 30049     SUPER 8 CORVALLIS                
 20697     TOWNE HOUSE MOTOR INN            
 17632     HOLIDAY SURF LODGE               
 17634     SURFRIDER MOTEL                  
 17627     PIONEER VILLA                    
 23024     SHANICO INN                      
  9879     HOTEL NEWPORT                    
 12710     VAL U INN                        
 17714     EMBARCADERO RESORT               
 17715     TRAVELLERS INN                   
 17719     MONEYSAVER MOTEL                 
 23063     EL RANCHO MOTEL                  
 23065     NEWPORT MOTOr INN                 X      X      X      X      
 23066     SANDS MOTOR LODGE                
 23070     WEST WIND MOTEL                  
 23071     WILLERS MOTEL                    
 17716     LITTLE CREEK COVE                
 17718     PENNYSAVER MOTEL                 
 17720     WHALER MOTEL                     
 12709     PUERTO NUEVO INN                 
 17713     SHILO INN NEWPORT/OCEANFRONT R   
  3371     BEST WESTERN HALLMARK RESORT     
 11192     SHILO INN LINCOLN CITY/ OCEANF   
 17684     D SANDS MOTEL                    
 17686     ESTER LEE MOTEL                  
 17688     LINCOLN SHORES MOTEL             
 17689     PELICAN SHORES MOTEL             
 17690     SAILOR JACK                      
 17694     INN AT SPANISH HEAD               X      X      X      X      X      X      X      X      X
 23025     ANCHOR MOTEL & LODGE             
 23032     OCEAN TERRACE MOTEL              
 23034     SEA GULL BEACH FRT MOTEL         
 29378     BEST WESTERN RAMA INN            
 33601     HOLIDAY INN EXPRESS LINCOLN CI                                                     X      X
 33602     ASHLEY INN                       
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN

                                Oregon West Area
                                                                11/07/96 Page: 4

<TABLE>
<CAPTION>
                                                                                                                  RESPONSE REPORT   
                                                                      Zip                                    --------- 1995 --------
STR CODE   Name of Establishment            City              ST    Code       Telephone     YEAR  ROOMS    SEP    OCT    NOV    DEC
- --------   ---------------------            ----              --    ----       ---------     ----  -----    ---    ---    ---    ---
<C>        <S>                              <C>               <C>   <C>      <C>              <C>   <C>     <C>    <C>    <C>    <C>
 23035     RODEWAY INN ON THE BAY/LINCOLN   LINCOLN CITY      OR    97367    (503) 996-3996          41             X      X      X 
 31860     DOCK OF THE BAY MOTEL            LINCOLN CITY      OR    97367    (503) 996-3549          30
 19754     BEST WESTERN LINCOLN SANDS INN   LINCOLN CITY      OR    97367    (503) 994-4227   8500   33
 23029     COZY COVE BEACHFRONT R           LINCOLN CITY      OR    97367    (503) 994-2950          68
 17691     SEA GYPSY MOTEL                  LINCOLN CITY      OR    97367    (503) 994-5266          84
 17683     COHO INN                         LINCOLN CITY      OR    97367    (503) 994-3684          50      X      X      X      X 
 17682     SEA HORSE MOTEL                  LINCOLN CITY      OR    97367    (503) 994-5262   6006   47      X      X      X      X 
 17692     SEA HORSE MOTEL                  LINCOLN CITY      OR    97367    (503) 994-2101          21
  8413     BUDGET INN                       LINCOLN CITY      OR    97367    (503) 994-5281          50
 23031     NORDIC MOTEL                     LINCOLN CITY      OR    97367    (503) 994-8145          59      X
 17693     SURFTIDES BEACH RESORT           LINCOLN CITY      OR    97367    (503) 994-2191          91
 23036     SURFTIDES PLAZA CONDOS           LINCOLN CITY      OR    97367    (503) 994-8121          28
 22983     CAVALIER CONDOMINIUMS            GLENEDEN BEACH    OR    97367    (503) 764-2353          25
 17633     INN AT OTTER CREST               OTTER ROCK        OR    97369    (503) 765-2111   7105  144
 22804     BEST WESTERN SUNRISE INN         SUBLIMITY         OR    97385    (503) 769-9579          50
 17695     PREFERRED SALISHAN LODGE         GLENEDEN BEACH    OR    97388    (503) 764-2371   6506  201      X      X      X      X 
 12711     HOTEL TOLEDO                     TOLEDO            OR    97391    (503) 336-2830          40
 17789     BAYSHORE INN                     WALDPORT          OR    97394    (503) 563-3202          88
 22678     DOWNTOWN MOTEL                   EUGENE            OR    97401    (503) 345-8739          37
 22681     COURTESY INN                     EUGENE            OR    97401    (503) 345-3391          34
 17638     VALLEY RIVER INN                 EUGENE            OR    97401    (503) 687-0123         257
 22973     PARKWAY INN                      EUGENE            OR    97401    (503) 687-0531          22
  9878     HILTON INN EUGENE                EUGENE            OR    97401    (503) 342-2000         272      X      X      X      X 
 22968     CAMPUS INN                       EUGENE            OR    97401    (503) 343-3376   6005   60
 22682     TIMBERS MOTEL                    EUGENE            OR    97401    (503) 343-3345          56
 17636     CITY CENTER LODGE                EUGENE            OR    97401    (503) 344-5233          49
  7439     TRAVELERS INN                    EUGENE            OR    97401    (503) 342-1109          34
 22680     SIXTY SIX MOTEL                  EUGENE            OR    97401    (503) 342-5041          66
   432     RAMADA EUGENE                    EUGENE            OR    97401    (541) 342-5181         148      X      X      X      X 
  9651     RED LION EUGENE/INN              EUGENE            OR    97401    (541) 342-5201         138      X      X      X      X 
 22675     BUDGET HOST MOTOR INN            EUGENE            OR    97402    (503) 342-7273          77
 22974     EUGENE                           EUGENE            OR    97402    (503) 345-0579          24
 22972     EXECUTIVE HOUSE MOTEL            EUGENE            OR    97402    (503) 683-4000          39
 22970     CLOSED EL DON MOTEL              EUGENE            OR    97402    (503) 344-3363           0
 17635     QUALITY EUGENE                   EUGENE            OR    97403    (503) 342-1243          95                             
 22676     FRANKLIN INN                     EUGENE            OR    97403    (503) 342-4804          42
 31857     PHOENIX INN                      EUGENE            OR    97403    (541) 344-0001          98
  3363     BEST WESTERN NEW OREGON MOTEL    EUGENE            OR    97403    (541) 683-3669   5900  128


<CAPTION>
                                                                        Report #: Res-14
                                             -------------------------- 1996 ---------------------------
STR CODE   Name of Establishment            JAN    FEB    MAR    APR    MAY    JUN    JUL    AUG    SEP
- --------   ---------------------            ---    ---    ---    ---    ---    ---    ---    ---    ---
<C>        <S>                              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
 23035     RODEWAY INN ON THE BAY/LINCOLN    X      X      X      X      X      X      X      X      X
 31860     DOCK OF THE BAY MOTEL            
 19754     BEST WESTERN LINCOLN SANDS INN   
 23029     COZY COVE BEACHFRONT R           
 17691     SEA GYPSY MOTEL                  
 17683     COHO INN                          X      X             X      X      X      X      X      X
 17682     SEA HORSE MOTEL                   X      X      X      X      X      X      X      X      X
 17692     SEA HORSE MOTEL                  
  8413     BUDGET INN                       
 23031     NORDIC MOTEL                     
 17693     SURFTIDES BEACH RESORT           
 23036     SURFTIDES PLAZA CONDOS           
 22983     CAVALIER CONDOMINIUMS            
 17633     INN AT OTTER CREST               
 22804     BEST WESTERN SUNRISE INN         
 17695     PREFERRED SALISHAN LODGE          X      X      X      X      X      X             X      
 12711     HOTEL TOLEDO                     
 17789     BAYSHORE INN                     
 22678     DOWNTOWN MOTEL                   
 22681     COURTESY INN                     
 17638     VALLEY RIVER INN                 
 22973     PARKWAY INN                      
  9878     HILTON INN EUGENE                 X      X      X      X      X      X      X      X      X
 22968     CAMPUS INN                       
 22682     TIMBERS MOTEL                    
 17636     CITY CENTER LODGE                
  7439     TRAVELERS INN                    
 22680     SIXTY SIX MOTEL                  
   432     RAMADA EUGENE                     X                           X      X      X      X      X
  9651     RED LION EUGENE/INN               X      X      X      X      X      X      X      X      X
 22675     BUDGET HOST MOTOR INN            
 22974     EUGENE                           
 22972     EXECUTIVE HOUSE MOTEL            
 22970     CLOSED EL DON MOTEL              
 17635     QUALITY EUGENE                                                              X      X      X
 22676     FRANKLIN INN                     
 31857     PHOENIX INN                      
  3363     BEST WESTERN NEW OREGON MOTEL    
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN

                                Oregon West Area
                                                                11/07/96 Page: 5

<TABLE>
<CAPTION>
                                                                                                                  RESPONSE REPORT   
                                                                      Zip                                    --------- 1995 --------
STR CODE   Name of Establishment            City              ST    Code       Telephone     YEAR  ROOMS    SEP    OCT    NOV    DEC
- --------   ---------------------            ----              --    ----       ---------     ----  -----    ---    ---    ---    ---
<C>        <S>                              <C>               <C>   <C>      <C>              <C>   <C>     <C>    <C>    <C>    <C>
  3362     BEST WESTERN GREENTREE MOTEL     EUGENE            OR    97403    (541) 485-2727   7700   65
  6520     MOTEL 6 EUGENE SOUTH             EUGENE            OR    97403    (541) 687-2395          59      X      X      X      X 
 17250     EUGENE COUNTRY SQUARE            EUGENE            OR    97408    (503) 484-2000         105
 17600     SUNSET                           BANDON            OR    97411    (503) 347-2453          48
 22910     HARBORVIEW MOTEL                 BANDON            OR    97411    (503) 347-4417          60
 30667     DRIFTWOOD MOTEL                  BANDON            OR    97411    (541) 347-9022          21
 20695     INN AT FACE ROCK                 BANDON            OR    97411    (503) 347-9441          55
 17599     BANDON BEACH MOTEL               BANDON            OR    97411    (503) 347-4430          30
  3357     BEST WESTERN BROOKINGS INN       BROOKINGS         OR    97415    (541) 469-2173   6605   68      X      X      X      X 
  8412     PACIFIC SUNSET INN               BROOKINGS         OR    97415    (503) 469-2141          43
 17618     SPINDRIFT MOTEL                  BROOKINGS         OR    97415    (503) 469-5345          35
 17617     BONN MOTEL                       BROOKINGS         OR    97415    (503) 469-2161          37
 12718     BEST WESTERN BEACHFRONT INN      HARBOR            OR    97415    (541) 469-7779   9005   78
 12717     HARBOR INN MOTEL                 BROOKINGS         OR    97415    (503) 469-3194   8805   30
 22947     LEISURE INN                      CANYONVILLE       OR    97417    (503) 839-4278          37
 22949     CAPTAIN JOHNS MOTEL              CHARLESTON        OR    97420    (503) 888-4041          44
 29016     EDGEWATER INN                    COOS BAY          OR    97420    (503) 267-4343          82
  3360     BEST WESTERN HOLIDAY MOTEL       COOS BAY          OR    97420    (541) 269-5111   6600   77
  9650     RED LION COOS BAY/INN            COOS BAY          OR    97420    (503) 267-4141         143      X      X      X      X 
 17623     MOTEL 6 COOS BAY                 COOS BAY          OR    97420    (503) 267-7171          94      X      X      X      X 
 17622     BAYSHORE MOTEL                   COOS BAY          OR    97420    (503) 267-4138          34
 17624     TIMBERLODGE                      COOS BAY          OR    97420    (503) 267-7066          53
 17711     MYRTLE LANE                      COQUILLE          OR    97423    (503) 396-2102          29
 18807     HOLIDAY INN EXPRESS COTTAGE GR   COTTAGE GROVE     OR    97424    (541) 942-1000   9306   41      X      X      X        
 28724     COMFORT INN COTTAGE GROVE        COTTAGE GROVE     OR    97424    (541) 942-9747   9205   58      X      X      X      X 
 22956     RAINBOW MOTEL                    COTTAGE GROVE     OR    97424    (503) 942-5132          24
 17629     BEST WESTERN VILLAGE GREEN       COTTAGE GROVE     OR    97424    (541) 942-2491          96      X      X      X      X 
 22971     MOTEL ORLEANS CRESWELL           CRESWELL          OR    97426    (503) 895-3341          72
 14871     HOLIDAY INN EXPRESS FLORENCE     FLORENCE          OR    97439    (503) 997-7797   9307   51      X      X      X      X 
 17643     LA CHATEAU                       FLORENCE          OR    97439    (503) 997-3481          48
 17644     MONEY SAVER                      FLORENCE          OR    97439    (503) 997-7131          40
 17645     BEST WESTERN PIER POINT INN      FLORENCE          OR    97439    (503) 997-7191   7200   55      X      X      X      X 
 17646     VILLA WEST                       FLORENCE          OR    97439    (503) 997-3457          22
 22976     AMERICANA MOTEL                  FLORENCE          OR    97439    (503) 997-7115          29
 22977     LIGHTHOUSE INN                   FLORENCE          OR    97439    (503) 997-3221          28
 17642     DRIFTWOOD SHORES                 FLORENCE          OR    97439    (503) 997-8263   7200  153      X      X      X      X 
 22683     SILVER SANDS MOTEL               FLORENCE          OR    97439    (503) 997-3459          50
 29740     RIVERHOUSE MOTEL                 FLORENCE          OR    97439    (503) 997-3933   8906   40


<CAPTION>
                                                                        Report #: Res-14
                                             -------------------------- 1996 ---------------------------
STR CODE   Name of Establishment            JAN    FEB    MAR    APR    MAY    JUN    JUL    AUG    SEP
- --------   ---------------------            ---    ---    ---    ---    ---    ---    ---    ---    ---
<C>        <S>                              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
  3362     BEST WESTERN GREENTREE MOTEL     
  6520     MOTEL 6 EUGENE SOUTH              X      X      X      X      X      X      X      X      X
 17250     EUGENE COUNTRY SQUARE            
 17600     SUNSET                           
 22910     HARBORVIEW MOTEL                 
 30667     DRIFTWOOD MOTEL                  
 20695     INN AT FACE ROCK                 
 17599     BANDON BEACH MOTEL               
  3357     BEST WESTERN BROOKINGS INN        X      X      X      X      X      X      X      X      X
  8412     PACIFIC SUNSET INN               
 17618     SPINDRIFT MOTEL                  
 17617     BONN MOTEL                       
 12718     BEST WESTERN BEACHFRONT INN      
 12717     HARBOR INN MOTEL                 
 22947     LEISURE INN                      
 22949     CAPTAIN JOHNS MOTEL              
 29016     EDGEWATER INN                    
  3360     BEST WESTERN HOLIDAY MOTEL       
  9650     RED LION COOS BAY/INN             X      X      X      X      X      X      X      X      X
 17623     MOTEL 6 COOS BAY                  X      X      X      X      X      X      X      X      X
 17622     BAYSHORE MOTEL                   
 17624     TIMBERLODGE                      
 17711     MYRTLE LANE                      
 18807     HOLIDAY INN EXPRESS COTTAGE GR    X      X      X      X      X      X      X             X
 28724     COMFORT INN COTTAGE GROVE         X      X      X      X      X      X      X      X      X
 22956     RAINBOW MOTEL                    
 17629     BEST WESTERN VILLAGE GREEN        X      X      X      X      X      X      X      X      X
 22971     MOTEL ORLEANS CRESWELL           
 14871     HOLIDAY INN EXPRESS FLORENCE      X             X      X      X      X      X      X      X
 17643     LA CHATEAU                       
 17644     MONEY SAVER                      
 17645     BEST WESTERN PIER POINT INN       X      X      X      X      X      X      X      X      X
 17646     VILLA WEST                       
 22976     AMERICANA MOTEL                  
 22977     LIGHTHOUSE INN                   
 17642     DRIFTWOOD SHORES                  X      X      X      X      X      X      X      X      X
 22683     SILVER SANDS MOTEL               
 29740     RIVERHOUSE MOTEL                 
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN

                                Oregon West Area
                                                                11/07/96 Page: 6

<TABLE>
<CAPTION>
                                                                                                                  RESPONSE REPORT   
                                                                      Zip                                    --------- 1995 --------
STR CODE   Name of Establishment            City              ST    Code       Telephone     YEAR  ROOMS    SEP    OCT    NOV    DEC
- --------   ---------------------            ----              --    ----       ---------     ----  -----    ---    ---    ---    ---
<C>        <S>                              <C>               <C>   <C>      <C>              <C>   <C>     <C>    <C>    <C>    <C>
  3365     BEST WESTERN INN OF THE BEACHC   GOLD BEACH        OR    97444    (503) 247-6691   6900   49      X             X      X 
 12724     GOLD BEACH RESORT & CONDO        GOLD BEACH        OR    97444    (503) 247-7066   8712   39
 12736     SHORE CLIFF INN                  GOLD BEACH        OR    97444    (503) 247-7091          38
 17650     JOTS RESORT                      GOLD BEACH        OR    97444    (503) 247-6676         140
 22984     CITY CENTER MOTEL                GOLD BEACH        OR    97444    (503) 247-6675          21
 27167     RIVER BRIDGE INN                 GOLD BEACH        OR    97444    (503) 247-4533          40
 17648     INN AT GOLD BEACH                GOLD BEACH        OR    97444    (503) 247-6606          41
 17649     IRELANDS RUSTIC LODGES           GOLD BEACH        OR    97444    (503) 247-7718          40
 17653     WESTERN VILLAGE                  GOLD BEACH        OR    97444    (503) 247-6611          27
 22985     DRIFT IN MOTEL                   GOLD BEACH        OR    97444    (503) 247-4547          23
 23016     LAKESHORE LODGE                  LAKESIDE          OR    97449    (503) 759-3161   7006   20
 17712     MYRTLE TREES                     MYRTLE POINT      OR    97458    (503) 572-5811          29
 17721     PONY VILLAGE                     NORTH BEND        OR    97459    (503) 756-3191         119
 32916     NATIONAL 9 SYCAMORE MOTEL        ROSEBURG          OR    97459    (503) 672-3354          12
 29893     NATIONAL 9 PARKSIDE MOTEL        NORTH BEND        OR    97459    (503) 756-4124          16
 13542     BEST WESTERN OAKRIDGE INN        OAKRIDGE          OR    97463    (503) 782-2212   8601   40      X      X      X      X 
 17761     TROPICANA                        REEDSPORT         OR    97467    (503) 271-3671          41
 20136     BEST WESTERN SALBASGEON INN RE   REEDSPORT         OR    97467    (541) 271-4831   9106   56
 23123     CLOSED SEACOAST INN              REEDSPORT         OR    97467    (503) 271-2607           0
 17762     ANCHOR BAY INN                   REEDSPORT         OR    97467    (503) 271-2149          21
 17763     FRIENDSHIP INN WINCHESTER BAY    WINCHESTER BAY    OR    97467    (503) 271-4871          51      X      X      X        
  4980     HOLIDAY                          ROSEBURG          OR    97470    (503) 672-4457          40
 28543     HOLIDAY INN EXPRESS ROSEBURG     ROSEBURG          OR    97470    (541) 673-7517   9407  100      X      X      X      X 
  3380     BEST WESTERN GARDEN VILLA MOTE   ROSEBURG          OR    97470    (541) 672-1601   6400  122
 30693     COMFORT INN ROSEBURG             ROSEBURG          OR    97470    (541) 957-1100   9412   37      X      X      X      X 
 17768     WINDMILL INN/ROSEBURG            ROSEBURG          OR    97470    (503) 673-0901         128
 17767     MOTEL ORLEANS ROSEBURG           ROSEBURG          OR    97470    (503) 673-5561          72
  7445     TRAVELODGE ROSEBURG              ROSEBURG          OR    97470    (503) 672-4836          40      X      X      X      X 
 17766     DUNES MOTEL                      ROSEBURG          OR    97470    (503) 672-6684          46
  3379     BEST WESTERN DOUGLAS INN MOTEL   ROSEBURG          OR    97470    (541) 673-6625   6200   52      X
 29695     HOWARD JOHNSON LODGE/ROSEBURG    ROSEBURG          OR    97470    (503) 673-5082   9310   30      X      X      X      X 
  6149     BEST WESTERN GRAND MANOR INN     SPRINGFIELD       OR    97477    (503) 726-4769   9107   65
 17641     VILLAGE INN                      SPRINGFIELD       OR    97477    (503) 747-4546          68
 33786     COURTYARD SPRINGFIELD            SPRINGFIELD       OR    97477                     9613  116
  6521     MOTEL 6 EUGENE/SPRINGFIELD       SPRINGFIELD       OR    97477    (541) 741-1105         131      X      X      X      X 
  9652     RED LION EUGENE/SPRINGFIELD IN   SPRINGFIELD       OR    97477    (541) 726-8181         234      X      X      X      X 
 24969     MOTEL ORLEANS SPRINGFIELD        SPRINGFIELD       OR    97477    (503) 746-1314   9001   71
 11182     SHILO INN EUGENE/SPRINGFIELD     SPRINGFIELD       OR    97477    (541) 747-0332         140


<CAPTION>
                                                                        Report #: Res-14
                                             -------------------------- 1996 ---------------------------
STR CODE   Name of Establishment            JAN    FEB    MAR    APR    MAY    JUN    JUL    AUG    SEP
- --------   ---------------------            ---    ---    ---    ---    ---    ---    ---    ---    ---
<C>        <S>                              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
  3365     BEST WESTERN INN OF THE BEACHC    X      X      X      X      X      X             X     
 12724     GOLD BEACH RESORT & CONDO        
 12736     SHORE CLIFF INN                  
 17650     JOTS RESORT                      
 22984     CITY CENTER MOTEL                
 27167     RIVER BRIDGE INN                 
 17648     INN AT GOLD BEACH                
 17649     IRELANDS RUSTIC LODGES           
 17653     WESTERN VILLAGE                  
 22985     DRIFT IN MOTEL                   
 23016     LAKESHORE LODGE                  
 17712     MYRTLE TREES                     
 17721     PONY VILLAGE                     
 32916     NATIONAL 9 SYCAMORE MOTEL        
 29893     NATIONAL 9 PARKSIDE MOTEL        
 13542     BEST WESTERN OAKRIDGE INN         X      X      X      X      X      X      X      X      X
 17761     TROPICANA                        
 20136     BEST WESTERN SALBASGEON INN RE   
 23123     CLOSED SEACOAST INN              
 17762     ANCHOR BAY INN                   
 17763     FRIENDSHIP INN WINCHESTER BAY            X      X             X             X      X      X
  4980     HOLIDAY                          
 28543     HOLIDAY INN EXPRESS ROSEBURG      X      X      X      X      X      X      X      X      X
  3380     BEST WESTERN GARDEN VILLA MOTE   
 30693     COMFORT INN ROSEBURG              X      X      X      X      X      X      X      X      X
 17768     WINDMILL INN/ROSEBURG            
 17767     MOTEL ORLEANS ROSEBURG           
  7445     TRAVELODGE ROSEBURG               X      X      X      X      X      X      X      X      X
 17766     DUNES MOTEL                      
  3379     BEST WESTERN DOUGLAS INN MOTEL   
 29695     HOWARD JOHNSON LODGE/ROSEBURG     X      X      X      X      X      X      X      X      X
  6149     BEST WESTERN GRAND MANOR INN     
 17641     VILLAGE INN                      
 33786     COURTYARD SPRINGFIELD            
  6521     MOTEL 6 EUGENE/SPRINGFIELD        X      X      X      X      X      X      X      X      X
  9652     RED LION EUGENE/SPRINGFIELD IN    X      X      X      X      X      X      X      X      X
 24969     MOTEL ORLEANS SPRINGFIELD        
 11182     SHILO INN EUGENE/SPRINGFIELD     
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN

                                Oregon West Area
                                                                11/07/96 Page: 7

<TABLE>
<CAPTION>
                                                                                                                  RESPONSE REPORT   
                                                                      Zip                                    --------- 1995 --------
STR CODE   Name of Establishment            City              ST    Code       Telephone     YEAR  ROOMS    SEP    OCT    NOV    DEC
- --------   ---------------------            ----              --    ----       ---------     ----  -----    ---    ---    ---    ---
<C>        <S>                              <C>               <C>   <C>      <C>              <C>   <C>     <C>    <C>    <C>    <C>
  7927     GATEWAY INN                      SPRINGFIELD       OR    97477    (503) 726-1212          91
 17640     GATEWAY INN                      SPRINGFIELD       OR    97477    (503) 726-9266         121
 29123     RODEWAY INN SPRINGFIELD/EUGENE   SPRINGFIELD       OR    97477    (541) 746-8471   9302   58      X      X      X      X 
 17769     PONDEROSA INN                    SUTHERLIN         OR    97479    (503) 459-2236          60
 33376     MICROTEL SUTHERLIN               SUTHERLIN         OR    97479    (541) 459-2236   9613   50
 17791     THE ADOBE                        YACHATS           OR    97498    (503) 547-3141         105
 17792     FIRESIDE MOTEL                   YACHATS           OR    97498    (503) 547-3636   6806   45
 17793     SHAMROCK LODGETTES               YACHATS           OR    97498    (503) 547-3312   5206   19      X      X      X      X 
 23161     SILVER SURF MOTEL                YACHATS           OR    97498    (503) 547-3175          24
 23163     YACHATS INN                      YACHATS           OR    97498    (503) 547-3456          20
 31866     DUBLIN HOUSE                     YACHATS           OR    97498    (503) 547-3200          26
 17703     CEDAR LODGE                      MEDFORD           OR    97501    (503) 773-7361          68
 20698     CLOSED MEDFORD HOTEL             MEDFORD           OR    97501    (503) 772-6151           0
 23048     BEST 4 LESS VILLAGE INN          MEDFORD           OR    97501    (503) 773-5373          47
 23051     TIKI LODGE                       MEDFORD           OR    97501    (503) 773-4579          28
 17706     KNIGHTS INN                      MEDFORD           OR    97501    (503) 773-3676          83
  9654     RED LION MEDFORD/INN             MEDFORD           OR    97501    (541) 779-5811         186      X      X      X      X 
 23909     SIERRA                           MEDFORD           OR    97501    (503) 773-7727          36
 28719     OREGON LODGE                     MEDFORD           OR    97501    (503) 772-6133          36      X      X
  3669     BEST WESTERN MEDFORD INN         MEDFORD           OR    97501    (541) 773-8266   6000  112
 17708     ROYAL CREST                      MEDFORD           OR    97501    (503) 772-6144          34
 32492     COMFORT INN SOUTH MEDFORD        MEDFORD           OR    97501    (541) 772-8000   9511   63                           X 
 23049     CAPRI MOTEL                      MEDFORD           OR    97501    (503) 773-7796          36
  6524     MOTEL 6 MEDFORD SOUTH            MEDFORD           OR    97504    (541) 773-4290         167      X      X      X      X 
 20374     ROGUE REGENCY INN                MEDFORD           OR    97504    (503) 770-1234   8906  122
 29470     PHOENIX MOTOR INN                MEDFORD           OR    97504    (503) 535-1555   7300   22
 30533     COMFORT INN MEDFORD              MEDFORD           OR    97504    (541) 772-9500   9409   52      X      X      X      X 
 23047     MOTEL 6 MEDFORD NORTH            MEDFORD           OR    97504    (541) 779-0550         116      X      X      X      X 
 10281     RESTON HOTEL                     MEDFORD           OR    97504    (503) 779-3141         164      X      X      X      X
  3370     BEST WESTERN PONY SOLDIER MEDF   MEDFORD           OR    97504    (541) 779-2011   7800   72
 23052     WINDMILL INN/MEDFORD             MEDFORD           OR    97504    (503) 779-0050         123
 11186     HOWARD JOHNSON MEDFORD MOTEL     MEDFORD           OR    97504    (503) 770-5151          48
 17705     HORIZON MOTOR INN                MEDFORD           OR    97504    (503) 779-5085         129
 17707     DAYS INN MEDFORD                 MEDFORD           OR    97504    (541) 779-6730          50                             
 28771     ROGUE VALLEY INN                 MEDFORD           OR    97504    (503) 772-2800          30
 12778     PEAR TREE MOTEL                  MEDFORD           OR    97504    (503) 535-4445   8810   46
 17383     BEST WESTERN HERITAGE INN        ASHLAND           OR    97520    (503) 482-6932   9105   53
 17586     KNIGHTS INN                      ASHLAND           OR    97520    (503) 482-5111          40


<CAPTION>
                                                                        Report #: Res-14
                                             -------------------------- 1996 ---------------------------
STR CODE   Name of Establishment            JAN    FEB    MAR    APR    MAY    JUN    JUL    AUG    SEP
- --------   ---------------------            ---    ---    ---    ---    ---    ---    ---    ---    ---
<C>        <S>                              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
  7927     GATEWAY INN                      
 17640     GATEWAY INN                      
 29123     RODEWAY INN SPRINGFIELD/EUGENE           X      X      X      X      X      X      X      X
 17769     PONDEROSA INN                    
 33376     MICROTEL SUTHERLIN               
 17791     THE ADOBE                        
 17792     FIRESIDE MOTEL                   
 17793     SHAMROCK LODGETTES                X      X      X      X      X      X      X      X      X
 23161     SILVER SURF MOTEL                
 23163     YACHATS INN                      
 31866     DUBLIN HOUSE                     
 17703     CEDAR LODGE                      
 20698     CLOSED MEDFORD HOTEL             
 23048     BEST 4 LESS VILLAGE INN          
 23051     TIKI LODGE                       
 17706     KNIGHTS INN                      
  9654     RED LION MEDFORD/INN              X      X      X      X      X      X      X      X      X
 23909     SIERRA                           
 28719     OREGON LODGE                     
  3669     BEST WESTERN MEDFORD INN         
 17708     ROYAL CREST                      
 32492     COMFORT INN SOUTH MEDFORD         X      X      X      X      X      X      X      X      X
 23049     CAPRI MOTEL                      
  6524     MOTEL 6 MEDFORD SOUTH             X      X      X      X      X      X      X      X      X
 20374     ROGUE REGENCY INN                
 29470     PHOENIX MOTOR INN                
 30533     COMFORT INN MEDFORD               X      X      X      X      X      X      X      X      X
 23047     MOTEL 6 MEDFORD NORTH             X      X      X      X      X      X      X      X      X
 10281     RESTON HOTEL                     
  3370     BEST WESTERN PONY SOLDIER MEDF   
 23052     WINDMILL INN/MEDFORD             
 11186     HOWARD JOHNSON MEDFORD MOTEL     
 17705     HORIZON MOTOR INN                
 17707     DAYS INN MEDFORD                                                                   X      X
 28771     ROGUE VALLEY INN                 
 12778     PEAR TREE MOTEL                  
 17383     BEST WESTERN HERITAGE INN        
 17586     KNIGHTS INN                      
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN

                                Oregon West Area
                                                                11/07/96 Page: 8

<TABLE>
<CAPTION>
                                                                                                                  RESPONSE REPORT   
                                                                      Zip                                    --------- 1995 --------
STR CODE   Name of Establishment            City              ST    Code       Telephone     YEAR  ROOMS    SEP    OCT    NOV    DEC
- --------   ---------------------            ----              --    ----       ---------     ----  -----    ---    ---    ---    ---
<C>        <S>                              <C>               <C>   <C>      <C>              <C>   <C>     <C>    <C>    <C>    <C>
 22898     ASHLAND MOTEL                    ASHLAND           OR    97520    (503) 482-2561          25
 30641     REGENCY INN                      ASHLAND           OR    97520    (503) 482-4700          44
 23366     SUPER 8 ASHLAND                  ASHLAND           OR    97520    (541) 482-8887   8609   67
  3350     ASHLAND HILL/WINDMILL INN        ASHLAND           OR    97520    (541) 482-8310         159
  6031     QUALITY ASHLAND                  ASHLAND           OR    97520    (503) 488-2330          60      X      X      X      X 
  3351     BEST WESTERN BARDS INN           ASHLAND           OR    97520    (503) 482-0049   6300   91
 22901     MARK ANTONY HOTEL                ASHLAND           OR    97520    (503) 482-1721          62
 17587     STRATFORD INN                    ASHLAND           OR    97520    (503) 488-2151          53
 17589     ASHLAND VALLEY INN               ASHLAND           OR    97520    (503) 482-2641          64
 17588     TIMBERS                          ASHLAND           OR    97520    (503) 482-4242          29
 22899     CEDARWOOD INN MOTEL              ASHLAND           OR    97520    (503) 458-2000          64
 17590     CHANTICLEER INN                  ASHLAND           OR    97520    (503) 482-1919   8100    7
 17728     OREGON CAVES CHATEAU             OREGON CAVES                                      
                                              NATL MONUMEN    OR    97523    (503) 592-3400          22
 17621     JUNCTION INN                     CAVE JUNCTION     OR    97523    (503) 592-3106          60
  6522     MOTEL 6 GRANTS PASS              GRANTS PASS       OR    97526    (541) 474-1331         122      X      X      X      X 
 11183     SHILO INN GRANTS PASS            GRANTS PASS       OR    97526    (503) 479-8391          70
 17657     REGAL LODGE                      GRANTS PASS       OR    97526    (503) 479-3305          30
 22990     FLAMINGO MOTEL                   GRANTS PASS       OR    97526    (503) 476-6601          33
 25221     KNIGHTS INN                      GRANTS PASS       OR    97526    (503) 479-5595          32
 31853     SWEET BREEZE INN                 GRANTS PASS       OR    97526    (503) 471-4434          21
 17655     MOTEL ORLEANS MOTEL ORLEANS      GRANTS PASS       OR    97526    (503) 479-8301          60
 22995     REDWOOD MOTEL                    GRANTS PASS       OR    97S26    (503) 476-0878          36
  3366     RIVERSIDE INN                    GRANTS PASS       OR    97526    (503) 476-6873         175
  7440     THRIFTLODGE GRANTS PASS          GRANTS PASS       OR    97526    (503) 476-7793          35      X      X      X      X 
 28069     SUPER 8 GRANTS PASS              GRANTS PASS       OR    97526    (541) 474-0888   9002   79
 17658     ROYAL VUE MOTEL                  GRANTS PASS       OR    97526    (503) 479-5381          60
  8149     BEST WESTERN GRANTS PASS INN     GRANTS PASS       OR    97526    (541) 476-1117          84      X      X      X      X 
 29975     HOLIDAY INN EXPRESS GRANTS PAS   GRANTS PASS       OR    97526    (503) 471-6144   9404   80      X      X      X      X 
  9000     GOLDEN INN                       GRANTS PASS       OR    97526    (503) 479-6611          60
 22118     BEST WESTERN INN AT THE ROGUE    GRANTS PASS       OR    97527    (503) 582-2200   9202   53      X      X      X      X 
 31859     STAGE LODGE                      JACKSONVILLE      OR    97530    (503) 899-3953          27
 30914     PROSPECT HISTORICAL H            PROSPECT          OR    97536    (503) 560-3664          22
                                                                                                  -----
                                                                                                  18956        

                                                                                 X - Denotes data received by Smith Travel Research.


<CAPTION>
                                                                        Report #: Res-14
                                             -------------------------- 1996 ---------------------------
STR CODE   Name of Establishment            JAN    FEB    MAR    APR    MAY    JUN    JUL    AUG    SEP
- --------   ---------------------            ---    ---    ---    ---    ---    ---    ---    ---    ---
<C>        <S>                              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
 22898     ASHLAND MOTEL                    
 30641     REGENCY INN                      
 23366     SUPER 8 ASHLAND                  
  3350     ASHLAND HILL/WINDMILL INN        
  6031     QUALITY ASHLAND                   X      X      X      X      X      X      X      X      X
  3351     BEST WESTERN BARDS INN           
 22901     MARK ANTONY HOTEL                
 17587     STRATFORD INN                    
 17589     ASHLAND VALLEY INN               
 17588     TIMBERS                          
 22899     CEDARWOOD INN MOTEL              
 17590     CHANTICLEER INN                  
 17728     OREGON CAVES CHATEAU             
                                            
 17621     JUNCTION INN                     
  6522     MOTEL 6 GRANTS PASS               X      X      X      X      X      X      X      X      X
 11183     SHILO INN GRANTS PASS            
 17657     REGAL LODGE                      
 22990     FLAMINGO MOTEL                   
 25221     KNIGHTS INN                      
 31853     SWEET BREEZE INN                 
 17655     MOTEL ORLEANS MOTEL ORLEANS      
 22995     REDWOOD MOTEL                    
  3366     RIVERSIDE INN                    
  7440     THRIFTLODGE GRANTS PASS                                X      X      X      X      X      X
 28069     SUPER 8 GRANTS PASS              
 17658     ROYAL VUE MOTEL                  
  8149     BEST WESTERN GRANTS PASS INN      X      X      X      X      X      X      X      X      X
 29975     HOLIDAY INN EXPRESS GRANTS PAS    X      X      X      X      X      X      X      X      X
  9000     GOLDEN INN                       
 22118     BEST WESTERN INN AT THE ROGUE     X      X      X      X      X      X      X      X      X
 31859     STAGE LODGE                      
 30914     PROSPECT HISTORICAL H            
</TABLE>

                             X - Denotes data received by Smith Travel Research.



================================================================================

                                APPRAISAL REPORT

                                 SHILO INN HOTEL


                                   Located At

                               9900 SW CANYON ROAD
                                PORTLAND, OREGON



                                      As Of

                                DECEMBER 1, 1996

                                  Prepared for:

                                     KEYCORP

                           REAL ESTATE CAPITAL MARKETS

                          700 FIFTH AVENUE, 52nd FLOOR

                            SEATTLE, WASHINGTON 98104


                                  Prepared by:

                       JAMES RATKOVICH & ASSOCIATES, INC.

                             1224 EAST GREEN STREET

                           PASADENA, CALIFORNIA 91106

================================================================================
<PAGE>

                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106
                            TELEPHONE: (818) 795-5087

December 9, 1996

Mr. David Thatcher
Senior Vice President
KeyCorp
Real Estate Capital Markets
700 Fifth Avenue, 52nd Floor
Seattle, Washington  98104

Re:     Appraisal Report of Shilo Inn
        9900 SW Canyon Road
        Portland, OR 97225-2996

Dear Mr. Thatcher:

In conjunction with the above captioned appraisal report ("Report"), we have
conducted the required investigation, gathered the necessary data, and made
certain analyses that were used in forming the opinion of the market value of
the above referenced Property.

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral to secure a proposed
loan. This Report is intended to comply with the requirements of the Uniform
Standards of Professional Appraisal Practice (USPAP), as promulgated by the
Appraisal Standards Board of the Appraisal Foundation.

The purpose of this Report is to express our opinion of the market value of the
Property subject to the definitions of value, the assumptions and limiting
conditions and the certification contained in the attached Report. The Report:

          o May be relied upon by Merrill Lynch Mortgage Capital Inc. in
            determining whether to make a loan(s) evidenced by a note ("Property
            Note") secured by the Property;

          o May be relied upon by any purchaser in determining whether to
            purchase the Property Notes for these transactions from Merrill
            Lynch Mortgage Capital Inc.;

          o May be relied upon by any Rating Agency in rating securities issued
            by Merrill Lynch Mortgage Capital Inc. and representing an interest
            in the Property Notes;


- --------------------------------
<PAGE>

Mr. David Thatcher
December 9, 1996
Page -2-

          o May be included with and referred to in materials offering the
            Property Notes or an interest in the Property Notes for sale.

The subject property consists of four, two and three-story buildings containing
142 rooms, a full-service restaurant, lounge, sports bar fitness center and
meeting rooms, located at 9900 SW Canyon Road in the City of Portland,
Washington County, Oregon 97225-2996. It is situated on the southwest corner of
SW Canyon Road and SW 97th Avenue, approximately twelve blocks east of Highway
217. The subject site is comprised of one assessor parcel of irregular shape.
The site has approximately 477 feet of frontage on the south side of Canyon Road
and 342.5 feet of frontage on SW 97th Avenue. Calculations reveal a total site
area of 3.92 acres, or approximately 170,755 square feet. The site has been
improved with four buildings, an outdoor heated swimming pool, gazebo, pond and
ample parking. Total building area is approximately 91,931 square feet. The fee
land is owned by Jon Katze and Kathryn Desphande. The improvements are owned by
Mark Hemstreet and operated as a Shilo Inn.

The subject property and comparables were last inspected November 20, 1996.
Based on the investigation and analysis outlined in the report and subject to
the assumptions and limiting conditions as set forth within the context of this
report, the estimated market value of the Leasehold Estate, as a going concern
with existing furniture, fixture and equipment, As Is, as of December 1, 1996
was:

                                   $10,000,000
                                   ===========
                               TEN MILLION DOLLARS

The report that follows sets forth the identification of the property, the
assumptions and limiting conditions, pertinent facts regarding the area and the
subject property, comparable data and the reasoning leading to the conclusions
set forth.

Sincerely,


/s/ M. Hammad

M. Hammad, MAI
Certified General Appraiser
CA No. AG002849
OR No. TNR0314


                                                                         Page ii
<PAGE>

9900 SW Canyon Road, Portland, OR

                                TABLE OF CONTENTS

ASSUMPTIONS AND LIMITING CONDITIONS                                            V

SALIENT FACTS AND CONCLUSIONS                                                VII

SUBJECT PHOTOGRAPHS                                                            8

IDENTIFICATION OF THE PROPERTY                                                16

PURPOSE OF THE APPRAISAL                                                      16

FUNCTION OF THE APPRAISAL                                                     16

DATE OF VALUATION                                                             16

HISTORY AND OWNERSHIP                                                         16

SCOPE OF THE ASSIGNMENT                                                       17

MARKETING AND EXPOSURE PERIODS                                                17

AMERICAN DISABILITIES ACT COMPLIANCE                                          17

PROPERTY RIGHTS APPRAISED                                                     18

HAZARDOUS MATERIAL STATEMENT                                                  18

COMPETENCY PROVISION                                                          18

DEFINITIONS                                                                   19

REGIONAL OVERVIEW                                                             21

AREA DESCRIPTION                                                              25

HOTEL INDUSTRY OVERVIEW                                                       28

SITE DESCRIPTION                                                              35

PLAT MAP                                                                      39


- ----------------------------------
James Ratkovich & Associates, Inc.                                           iii
<PAGE>

9900 SW Canyon Road, Portland, OR

TABLE OF CONTENTS (CONTINUED)

IMPROVEMENT DESCRIPTION                                                       40

HIGHEST AND BEST USE ANALYSIS                                                 46

VALUATION                                                                     48

COST APPROACH                                                                 51

DIRECT COMPARISON APPROACH                                                    69

INCOME APPROACH                                                               83

RECONCILIATION AND FINAL VALUE CONCLUSIONS                                   103

CERTIFICATIONS                                                               105

APPRAISER'S QUALIFICATIONS

ADDENDA

Legal Description
Ground Lease
Restaurant Lease
Historical Operating Data
Smith Travel Research Hotel Operating Statistics
PKF Industry Standards
Smith Travel Research Report


- ----------------------------------
James Ratkovich & Associates, Inc.                                            iv
<PAGE>

9900 SW Canyon Road, Portland, OR

                        Assumptions & Limiting Conditions

The analysis of the property is predicated upon the following assumptions and
conditions:

The date of value to which the opinions expressed in this report apply is set
forth in the letter of transmittal. The Appraiser assumes no responsibility for
economic or physical factors occurring at some later date which may affect the
opinions herein stated.

No opinion is intended to be expressed for legal matters or that would require
specialized investigation or knowledge beyond that ordinarily employed by real
estate appraisers, although such matters may be discussed in the report.

No opinion as to title is rendered. Data on ownership and the legal description
were obtained from sources generally considered reliable. Title is assumed to be
marketable and free and clear of all liens and encumbrances, easements, and
restrictions except those specifically discussed in the report.

The property is appraised assuming it to be under responsible ownership and
competent management and available for its highest and best use.

No engineering survey has been made by the Appraiser. Except as specifically
stated, data relative to size and area were taken from sources considered
reliable, and no encroachment of real property improvements is assumed to exist.

Maps, plats, and exhibits included herein are for illustration only, as an aid
in visualizing matters discussed within the report. They should not be
considered as surveys or relied upon for any other purpose.

No opinion is expressed as to the value of subsurface oil, gas, or mineral
rights and the property is not subject to surface entry for the exploration or
removal of such material except as expressly stated.

Testimony or attendance in court or at any other hearing is not required by
reason of rendering this appraisal unless such arrangements are made and
compensation is agreed in advance.

No soil studies covering the subject property were available to the Appraiser,
therefore, assumptions as to soil qualities employed in this report are not
conclusive but have been considered consistent with information available to the
Appraiser.

Earthquakes are not common in the area. No responsibility is assumed due to
their possible effects on individual properties unless detailed geological
reports are made available.

The property has been personally inspected by the appraisers so designated in
the Certification and have found no obvious evidence of structural deficiencies
except as stated in the report; however, no responsibility for hidden defects or
conformity to specific governmental requirements such as fire, building and
safety, earthquake, or occupancy codes can be assumed without provision of
specific professional or governmental inspections.

No consideration has been given in this appraisal to personal property located
on the premises unless specifically addressed within this report. Only real
property items have been considered unless specifically mentioned.


- ----------------------------------
James Ratkovich & Associates, Inc.                                             v
<PAGE>

9900 SW Canyon Road, Portland, OR

Assumptions & Limiting Conditions (continued)

The rental areas herein discussed have been calculated in accord with standards
developed by the American Standards Association as included in Real Estate
Terminology.

This report is based, in part, upon information assembled from a wide range of
sources. An impractical and uneconomic expenditure of time would be required in
attempting to furnish unimpeachable verification in all instances, particularly
as to market related information, therefore, the incorporated data cannot be
guaranteed.

The dollar amount of any value opinion herein rendered is based upon the
purchasing power of the United States dollar existing at the date of value.

The Appraiser reserves the right to make such adjustments to the valuation
herein reported as may be required by consideration of additional or more
reliable data that may become available.

In the event this report is placed in the hands of a third party, such party
must be made cognizant of any and all limiting conditions resulting from the
basis of our employment and discussions related thereto as well as those set
forth herein.

When improvements are labeled proposed or when development type properties are
concerned, the property has been appraised subject to certain assumptions as to
the quality and nature of the completed buildings, tenant improvements, land
improvements or infrastructure. The basis for these assumptions were provided by
the client, his representative, or government officials. Any deviation from
these specifications will render the conclusions, which are based on those
assumptions, useless and void.

Hazardous substances, if present within a facility, can introduce an actual or
potential liability that will adversely affect the marketability and value of
the facility. Such liability may be in the form of immediate recognition of
existing hazardous conditions requiring correction and the future obligation
that can stem from the release of currently non-hazardous contaminants, such as
asbestos fibers or toxic vapors from urea formaldehyde foam insulation, through
aging or building renovations. In the development of our opinion of value, no
consideration has been given to such liability or its impact on value. The
Appraiser is not qualified to make an investigation to determine the possible
presence of toxic materials requiring either immediate or future correction.
There are experts in this special field who can conduct such investigations and
provide guidance regarding the impact of toxic materials that may be present in
the subject property.

Disclosure of the contents of this appraisal report is governed by the bylaws
and regulations of the Appraisal Institute. Neither all nor any part of the
contents of this report (especially any conclusions as to value, the identity of
the appraisers or the firm with which they are connected, or any reference to
the Appraisal Institute or the MAI, SRPA, RM, SRA, or SREA designations) shall
be disseminated to the public through advertising media, public relations media,
news media, sales media, or any other public means of communication without the
prior written consent and approval of the undersigned.

Moreover, except for the fee paid us in its connection, we do not assume any
responsibility or liability for direct, indirect, incidental or consequential
damages whatsoever resulting from errors due to human fallibility or to computer
hardware or software.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            vi
<PAGE>

9900 SW Canyon Road, Portland, OR

                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS

LOCATION:                            Shilo Inn
                                     9900 SW Canyon Road
                                     Portland, Oregon  97225-2996

ASSESSOR'S PARCEL NO.:               1S 1 11CD 02600 - Parcel: R0076786

PROPERTY RIGHTS APPRAISED:           Leasehold Estate

FEE OWNER OF RECORD:                 Jon Katze and Kathryn Desphande

PROPERTY TYPE:                       142 Unit Motel, Restaurant, Lounge,
                                      Meeting Rooms

ZONING:                              Commercial, Washington County, OR

SITE AREA:                           3.92 acres; (170,755 square feet)

IMPROVEMENTS:                        The subject improvements consist of four
                                     buildings ranging from two to three
                                     stories, pool, gazebo, pond, restaurant,
                                     lounge and sports bar. The improvements
                                     are classified as good quality Class D,
                                     double wall constructed motel building
                                     with 142 rooms encompassing 91,931 square
                                     feet of gross area. The improvements were
                                     constructed between 1935 and 1979, and
                                     remodeled within the last year. Effective
                                     age is estimated at 10 years, with a 40
                                     year remaining economic life.

HIGHEST AND BEST USE:                As Vacant:    Commercial development
                                     As Improved:  Existing Use

VALUE CONCLUSIONS:
    Leasehold Land Value:            $365,000
    F, F & E:                        $426,000 ($3,000 per room)

    Cost Approach:                   $9,250,000 (Leasehold)
    Direct Sales Comparison:         $9,840,000 (Leasehold)
    Income Capitalization Approach:  $10,000,000 (Leasehold)

    Final Value Estimate             $10,000,000 (Leasehold)

ESTIMATED MARKETING TIME:            Twelve Months

LAST DATE OF INSPECTION:             November 20, 1996

DATE OF VALUE:                       December 1, 1996


- ----------------------------------
James Ratkovich & Associates, Inc.                                           vii
<PAGE>

9900 SW Canyon Road, Portland, OR

================================================================================

                               [GRAPHIC OMITTED]

================================================================================

     SUBJECT PROPERTY - LOOKING SOUTHEAST FROM NEAR NORTHWEST CORNER OF SITE

================================================================================

                               [GRAPHIC OMITTED]

================================================================================

                    COURTYARD - GAZEBO - POND WITH FOUNTAINS


- ----------------------------------
James Ratkovich & Associates, Inc.                                             8
<PAGE>

9900 SW Canyon Road, Portland, OR

================================================================================

                               [GRAPHIC OMITTED]

================================================================================

              LOOKING NORTHWEST FROM NEAR SOUTHEAST CORNER OF SITE

================================================================================

                               [GRAPHIC OMITTED]

================================================================================

                LOOKING NORTH FROM NEAR SOUTHEAST CORNER OF SITE


- ----------------------------------
James Ratkovich & Associates, Inc.                                             9
<PAGE>

99 SW Canyon Road, Portland, OR

================================================================================

                               [GRAPHIC OMITTED]

================================================================================

              LOOKING NORTHEAST FROM NEAR SOUTHWEST CORNER OF SITE

================================================================================

                               [GRAPHIC OMITTED]

================================================================================

                   INTERIOR VIEW FROM POOL AREA LOOKING SOUTH


- ----------------------------------
James Ratkovich & Associates, Inc.                                            10
<PAGE>

9900 SW Canyon Road, Portland, OR

================================================================================

                               [GRAPHIC OMITTED]

================================================================================

                           LOBBY AND REGISTRATION DESK

================================================================================

                               [GRAPHIC OMITTED]

================================================================================

                                   RESTAURANT


- ----------------------------------
James Ratkovich & Associates, Inc.                                            11
<PAGE>

9900 SW Canyon Road, Portland, OR

================================================================================

                                [GRAPHIC OMITTED]

================================================================================

                                     LOUNGE

================================================================================

                               [GRAPHIC OMITTED]

================================================================================

                                DOUBLE QUEEN ROOM


- ----------------------------------
James Ratkovich & Associates, Inc.                                            12
<PAGE>

9900 SW Canyon Road, Portland, OR

================================================================================

                               [GRAPHIC OMITTED]

================================================================================

                                    KING ROOM

================================================================================

                               [GRAPHIC OMITTED]

================================================================================

                                   KING SUITE


- ----------------------------------
James Ratkovich & Associates, Inc.                                            13
<PAGE>

9900 SW Canyon Road, Portland, OR

================================================================================

                               [GRAPHIC OMITTED]

================================================================================

                              TYPICAL MEETING ROOM

================================================================================

                               [GRAPHIC OMITTED]

================================================================================

                                    POOL AREA


- ----------------------------------
James Ratkovich & Associates, Inc.                                           14
<PAGE>

9900 SW Canyon Road, Portland, OR

================================================================================

                               [GRAPHIC OMITTED]

================================================================================

                LOOKING EAST ON SW CANYON ROAD - SUBJECT TO RIGHT

================================================================================

                               [GRAPHIC OMITTED]

================================================================================

                LOOKING WEST ON CANYON ROAD - SUBJECT TO THE LEFT


- ----------------------------------
James Ratkovich & Associates, Inc.                                            15
<PAGE>

9900 SW Canyon Road, Portland, OR

                         IDENTIFICATION OF THE PROPERTY

The subject property is a Shilo Inn motel located at 9900 SW Canyon Road,
Portland, Washington County, Oregon 97225. The subject is situated on an
irregular shaped site located on the southwest corner of SW Canyon Road and SW
97th Avenue.

Legal Description

The property is identified for tax purposes as Assessor's Parcel Number 1S 1
11CD 02600. A full legal description of the property is included in the Addenda
to this report.

                            PURPOSE OF THE APPRAISAL

The purpose of the appraisal is to express our opinion of the market value,
"As-is" of the Leasehold Estate, of the going concern, in the subject property,
as of the stated appraisal date.

                            FUNCTION OF THE APPRAISAL

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral for a proposed loan for
its underwriting purposes. This appraisal is intended to comply with the
requirements of the Uniform Standards of Professional Appraisal Practice
(USPAP), as promulgated by the Appraisal Standards Board of the Appraisal.

        o May be relied upon by KeyCorp and Merrill Lynch Mortgage Capital Inc.
          in determining whether to make a loan(s) evidenced by a note
          ("Property Note") secured by the Property;

        o May be relied upon by any purchaser in determining whether to purchase
          the Property Notes for these transactions from Merrill Lynch Mortgage
          Capital Inc.;

        o May be relied upon by any Rating Agency in rating securities issued by
          Merrill Lynch Mortgage Capital Inc. and representing an interest in
          the Property Notes;

        o May be included with and referred to in materials offering the
          Property Notes or an interest in the Property Notes for sale.

                                DATE OF VALUATION

The date of valuation is December 1, 1996. The subject and the comparables were
last inspected on November 20, 1996.

                              HISTORY AND OWNERSHIP

According to title information furnished by First American Title Insurance
Company of Oregon, dated October 1, 1996, the apparent owner of the subject
property is Jon Katze and Kathryn Deshpande. The property has been in this
ownership since December 7, 1992. The property owner leased the land to Patrick
and Rosemary Lockhart, and subsequently assigned the lease to Mark S. Hemstreet
on September 1, 1993. No consideration was indicated on the documents. There are
no sales or listing pending on the subject property as of the appraisal date.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            16
<PAGE>

9900 SW Canyon Road, Portland, OR

                             SCOPE OF THE ASSIGNMENT

This appraisal has been made in accordance with the accepted techniques,
standards, methods and procedures as stated in the Uniform Standards of
Professional Appraisal Practice of the Appraisal Institute. The value set forth
herein was estimated after application and analysis by the Direct Sales
Comparison Approach to value and an Income Approach analysis using
capitalization and discounting methods.

The appraiser researched the market for sales of vacant land similar to the
subject's land. This was added to the estimated depreciated cost to build the
improvements to arrive at a reasonable Cost Approach to value. The subject
market area was surveyed to obtain an indication of overall market rents,
typical expenses and occupancy levels, in order to analyze the subject income
stream for the Income Approach to value. Additionally, sales of improved
properties similar to the subject property were analyzed to determine both the
demand for and to estimate market value of the subject property. The three
approaches were correlated to arrive at a final value. This is a complete
appraisal/self contained report. All the data gathered was verified and adjusted
according to superiority or inferiority relative to the subject property in
order to obtain a value indication for the subject property. The cost to
complete the planned renovation is deducted from each of the approaches to
arrive at an As Is value.

                         MARKETING AND EXPOSURE PERIODS

According to Korpacz Real Estate Investor Survey, Second Quarter 1996, the
average marketing time for national investment property is 9.89 months as
compared to 11.01 months a year prior. According to CB Commercial Investor
Survey, First Quarter 1996, the marketing time for hotels ranges between 6-18
months and averages 8.4 months. Sales used in our market approach analysis
indicate a range between 1 and 12 months marketing time. Hotel and motel brokers
indicate that properties similar to the subject are expected to have marketing
periods of approximately 9 to 12 months. This appraisal is based on a 12 month
marketing period. Exposure period is a retrospective indication of market time
and for the subject property is estimated to be the same as the marketing
period.

                      AMERICAN DISABILITIES ACT COMPLIANCE

The subject property is appraised without a specific compliance survey having
been constructed to determine if the property is or is not in conformance with
the requirements of the Americans with Disabilities Act (ADA). The presence of
architectural and communications barriers that are structural in nature that
would restrict access by disabled individuals may adversely affect the
property's value, marketability or utility.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            17
<PAGE>

9900 SW Canyon Road, Portland, OR

                            PROPERTY RIGHTS APPRAISED

The rights in realty are typically identified with respect to properties such as
the subject are the Fee Simple, Leased Fee, and Leasehold Estate. These are
defined as follows: (1)

Fee Simple Estate: An absolute fee; a fee without limitations to any particular
class of heirs or restrictions, but subject to the limitations of eminent
domain, escheat, police power and taxation. An inheritable estate.

Leased Fee Estate: A property held in fee with the right of use and occupancy
conveyed by lease to others. A property consisting of the right to receive
rentals over a period of time, plus the right of ultimate repossession at the
termination of the lease.

Leasehold Estate: A property held under tenure of lease. The right of use and
occupancy of real property by virtue of a lease agreement. The right of a lessee
to use and enjoy real estate for a stated term and upon certain conditions, such
as the payment of rent.

The property rights appraised within the context of this report are described as
the Leasehold Estate.

                          HAZARDOUS MATERIAL STATEMENT

In this appraisal assignment, unless otherwise stated, the existence of
potentially hazardous material used in the construction or maintenance of the
building, such as the presence of toxic waste, which may or may not be present
on the property, was not observed by the appraiser; nor do we have any knowledge
of the existence of such materials on or in the property. The appraiser is not
qualified to detect such substances. The presence of potentially hazardous
insulation may have an effect on the value of the property. The value estimate
is predicated on the assumption that there is no such material on or in the
property that would cause a loss in value. No responsibility is assumed for any
such conditions, or for engineering or scientific knowledge required to discover
such materials. The client is urged to retain an expert in this field, if so
desired.

                              COMPETENCY PROVISION

We attest that the writer of this report has attained a level of competency
necessary to complete the assignment in a diligent manner, utilizing all the
commonly recognized analysis techniques considered normal for a prudent
evaluation effort. The reader is referred to the appraisers' qualifications in
the addenda for further confirmation of the appraisers' training and background.

- ----------
(1) Real Estate Terminology; American Institute of Real Estate Appraisers; Burl
N. Boyce, Ph.D.; Ballinger Company; 1975.


- ---------------------------------- 
James Ratkovich & Associates, Inc.                                            18
<PAGE>

9900 SW Canyon Road, Porltand, OR

Definitions

"(2) 'Market value'(2) means:

   (i) The most probable price which a property should bring in a competitive
   and open market under all conditions requisite to a fair sale, the buyer and
   seller, each acting prudently, knowledgeably and assuming the price is not
   affected by undue stimulus. Implicit in this definition is the consummation
   of a sale as of a specified date and the passing of title from seller to
   buyer under conditions whereby:

        A. buyer and seller are typically motivated;
        B. both parties are well informed or well advised, and each acting in
           what he considers his own best interest;
        C. a reasonable time is allowed for exposure in the open market;
        D. payment is made in terms of cash in US dollars or in terms of
           financial arrangements comparable thereto; and
        E. the price represents a normal consideration for the property sold
           unaffected by special or creative financing or sales concessions
           granted by anyone associated with the sale.

(ii) Adjustments to the comparables must be made for special or creative
financing or sales concessions. No adjustments are necessary for those costs
that are normally paid by sellers as a result of tradition or law in a market
area; these cost are readily identifiable since the seller pays these costs in
virtually all sales transactions. Special or creative financing adjustments can
be made to the comparable property by comparisons to financing terms offered by
a third party institution lender that is not already involved in the property or
transaction. Any adjustment should not be calculated on a mechanical dollar for
dollar cost of the financing or concession, but the dollar amount of any
adjustment should approximate the market's reaction to the financing or
concessions based on the appraiser's judgment."

Going Concern Value

According to the Dictionary of Real Estate Appraisal, Third Edition, going
concern value is defined as: the value created by a proven operation; considered
as a separate entity to be valued with a specific business establishment.

- ----------
(2) This definition of market value is predicated on the Uniform Standards of
professional Appraisal Practice (USPAP) and fully complies with those
requirements mandated by the Office of Thrift Supervision (OTS), Office of the
Comptroller of Currency (OCC), Federal Deposit Insurance Corporation (FDIC),
National Credit Union Administration (NCUA), Federal Home Loan Bank Board
(FHLBB), and the Resolution Trust Corporation (RTC).


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James Ratkovich & Associates, Inc.                                            19
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9900 SW Canyon Road, Portland, OR

                                  Regional Map

                                [GRAPHIC OMITTED]

Portland - Hillsboro


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James Ratkovich & Associates, Inc.                                           20
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9900 SW Canyon Road, Portland, OR

                                REGIONAL OVERVIEW

The subject property is located in the Portland/Beaverton area and is part of
the greater Portland Metropolitan area in the northwest portion of the State of
Oregon at the northern end of the Willamette Valley. The metropolitan area is
comprised of Multnomah, Washington, Clackamas, and Yamhill Counties in Oregon,
and Clark County in Washington. Portland is the largest city in the State of
Oregon. Situated on the Willamette and Columbia Rivers, about 80 miles east of
the mouth of the Columbia River, the city enjoys commanding views of the Cascade
Mountains. The breathtaking and snowcapped Mt. Hood rises majestically to the
east of the city and is only one of many beautiful peaks that can be viewed from
Portland. It is the largest population center between Seattle and San Francisco.
The city is 110 water miles from the Pacific Ocean, 180 highway miles south of
Seattle, and 650 highway miles north of San Francisco.

Portland has a temperate climate with mild temperatures averaging 38 degrees in
the winter and 66 degrees in the summer. Portland's precipitation is primarily
rain, the majority of which falls between October and May. Snowfalls are seldom
more than a few inches and severe storms are rare.

TRANSPORTATION

Salem, the capital city of Oregon, is located approximately 50 miles south of
Portland. Seattle, Washington is located 177 miles north. Due to its central
location and proximity to primary transportation centers, Portland has become
one of the major distribution centers in the Pacific Northwest. It is the only
metropolitan city in the region which provides water travel, highway, and rail
service to all four compass points. The area is accessed by Interstate Highway
5, a north/south freeway connecting Seattle to the north and San Francisco, Los
Angeles, San Diego to the south. Interstate 84, an east/west freeway travels
along the Columbia River to Idaho. The area is also serviced by US Highways 30,
26, 99E, 99W and Interstate 205.

Local mass transit is provided by Tri-Met County Metropolitan District. This
system serves the tri-county area with 600 buses and a light rail system which
connects the east side of Multnomah County with downtown Portland.

The Portland International Airport is located just off the Interstate 205
approximately 6 miles from Portland and 7 miles from the subject property. The
airport has recently undergone a $17.5 million dollar expansion and is being
considered by the FAA as an expansion airport due to crowding at other major
airports. Air traffic is expected to increase dramatically over the next five
years. The airport should continue to boost the regional economy. Two smaller
airports are located in the cities of Hillsboro and Troutdale.
Burlington-Northern, Southern Pacific and the Union Pacific railroads serve
Portland. There are also several bus lines available, such as Greyhound and
Trailways Lines.


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James Ratkovich & Associates, Inc.                                            21
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9900 SW Canyon Road, Portland, Or

REGIONAL OVERVIEW (continued)

POPULATION

In 1983 the federal government classified Portland as a "Level A" Consolidated
Metropolitan Statistical Area (CMSA). This designation encompasses the areas of
Multnomah, Washington, Clackamas, and Yamhill Counties in Oregon and Clark
County, Washington. Included within this designation is the Portland Primary
Statistical Area (PMSA), i.e., the four Oregon counties and the Vancouver PMSA,
i.e., Clark County.

The PMSA's most recent population estimates indicate a total population of
approximately 1.2 million. Thirty-six percent of the PMSA population reside in
the City of Portland. Between 1979 and 1989, the Portland PMSA increased
approximately 12%.

The Center for Population Research at Portland State University, showed that the
three fastest growing cities in the PMSA are in Washington County. These are
Durham, Sherwood and Cornelius, all experiencing double-digit growth over the
past year. Gresham, Hillsboro and Oregon City added the largest number of
residents for the same period. Oregon City increased 8.2% over the past year,
reaching a population of 18,980. The total population for the Greater Portland
Metropolitan area is approaching over 1.4 million people.

The State of Oregon labor statistics, September 1996, indicate a seasonally
adjusted state unemployment rate for July, 1996, of 5.3%. This compares with a
national seasonally adjusted unemployment rate of 5.4 percent. The Portland area
showed an unemployment rate 4.1% for the same period. Although slightly higher
than its level a year ago, the unemployment rate for the Portland metro area
remains well below the statewide and national rates.

The PMSA is generally considered to have a diversified economy, not tied to any
one industry or employer. The non-manufacturing sector employs about 80% of all
non-farm wage and salary workers. There is relatively rapid growth expected in
most of the non-manufacturing industries. A large number of the expected job
openings in non-manufacturing sectors will be in the trade and service
industries, which together account for about half of all wage and salary
employment in the PMSA. There are approximately 38,000 business establishments
(14,000 of which are in the services sector) in the Portland Metropolitan
Statistical Area. There are more than 275 banking offices in the area. Metal
working, lumber, furniture and timber products, electronics, and chemicals are
five of the leading industries in the area. More than 1,000 businesses in these
five fields claim Portland as their headquarters. Several of these companies are
among the largest US Corporations and some, (Tektronix, Willamette Industries
and Omark Industries for example) are listed in Fortune 1000. The top ten
employers are Tektronix (10,624 employees), Fred Meyer, Inc. (6,689), HealthLink
(4,300), Kaiser Permanente (4,253) and James River Corporation (4,200). The
other five, each with approximately 3,000 employees are US Bancorp, Northwest
Bell, Intel, PGE, and Wells Fargo Bank.


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9900 SW Canyon Road, Portland, OR

REGIONAL OVERVIEW (continued)

Portland has become a leader in attracting new businesses. The city ranked first
among US cities in the growth of electronics and information technology
companies from 1982 to 1984. The area has been able to entice global firms such
as NEC, Epson, and Fujitsu to relocate in Portland. Governmental agencies have
been actively pursuing plans (land use planning, selective lower tax rates) to
recruit new businesses.

EDUCATION

Portland has a good primary and secondary education system. Additionally there
are numerous private colleges, four community colleges and eleven vocational
schools in the area. Portland is home to Portland State University, the
University of Oregon Medical School, Lewis and Clark College, University of
Portland and Reed College. The two largest schools in Oregon, the University of
Oregon and Oregon State University are located 120 miles and 90 miles south of
Portland, respectively.

TOURISM AND TRAVEL

Tourism is one of the fastest growing industries in the Pacific Northwest. While
it is difficult to track the number of visitors to the Portland area due to the
variety of entry modes, statistics compiled by the Portland Oregon Visitors
Association indicate significant growth in visitor inquiries every year. In the
long-term, tourism in the Pacific Northwest should benefit from national trends
toward increased vacation time and personal income, and from a surge in visitors
traveling to and from Asia. Popular tourist attractions in or near the Portland
area include the Oregon Coast, Columbia Gorge, Mount Hood, Washington Park Zoo,
the Portland Performing Arts Center, numerous gardens, the Yamhill Historic
District, Riverplace, and a variety of shopping experiences including the
Yamhill Marketplace, the Galleria, Pioneer Place and numerous regional shopping
malls. The new Rose Garden Arena is a state-of-the-art facility that is host for
the NBA Portland Trailblazers and hosts a variety of conventions, concerts, and
sporting events.

Portland is home to the Trailblazers, an NBA basketball team, as well as
professional baseball and hockey teams. There is horse and dog racing in the
immediate area. An excellent system of parks and recreational areas along with
nineteen golf courses and six private country clubs are found throughout the
city. Other civic activities include a symphony and opera company, many museums,
including the Oregon Museum of Science and Industry (OMSI), the coliseum and the
civic stadium.

The retail market in Portland is well represented by several regional shopping
malls, a vital downtown area, and miscellaneous neighborhood retail centers.
Among the more prominent are the Clackamas Town Center with nearly 1,250,000
square feet, the Vancouver mall in Washington, the Washington Square regional
shopping center with 1,200,000 square feet, the Lloyd Center Shopping mall
centered around an ice skating rink, the Clackamas Promenade and Jantzen Beach
shopping center.


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9900 SW Canyon Road, Portland, Or

REGIONAL OVERVIEW (continued)

Portland's location across the border from Washington and its lack of a sales
tax enhances its position in the retail market. Many shoppers are drawn to the
area from nearby Washington, which has helped to establish Portland as the
retail capital of the Pacific Northwest. Although the Portland area ranks 41st
in population, it is in 23rd position in retail sales.

Between 1985 and 1990, the number of events and delegates attending conventions,
trade shows or events in Portland increased from 392 events and 241,000
visitors, to 420 events and 317,000 visitors. This equates to an average annual
growth in delegates to conventions of 5.6 percent. The completion in 1990 of the
Oregon Convention Center has greatly enhanced the convention market in Portland.
The convention facility features 150,000 square feet of contiguous exhibit
space, a 25,000 square foot ballroom, and 28 rooms totaling approximately 30,000
square feet of meeting space.

The Portland International Airport region continues to show vigorous growth and
expansion of hotel/motel industries and restaurants. Many major hotel chains
have recently built, or are in the process of building, new facilities. Some of
these include, Embassy Suites, Fairfield Inn, Courtyard by Marriott, Holiday Inn
Express, Hampton Inn, and Comfort Suites.

The Pacific Northwest is highly regarded by national and international visitors
for it's excellent outdoor recreation. The Oregon Coast is approximately 60
miles west of Portland. Mr. Hood, with top-rated skiing facilities, is just east
of the city. Other skiing facilities are within easy access of Portland and
include Mt. Bachelor in Bend, and Hoodoo at the Santiam Pass. The Cascade
Mountains, the Coastal Range, the high desert area of Bend, the Columbia Gorge
all offer scenic vacationing and a full range of recreational activities. All of
these areas are within a few hours of Portland.

SUMMARY

The Portland Metropolitan Statistical Area is a well-located, major metropolitan
area. It has a diverse economic base and is considered to be the primary
transportation hub of the Pacific Northwest. The area enjoys a year-around mild
climate and is viewed as an attractive place to live. The predicted pattern of
growth will likely remain similar to past growth rates. A steady but reasonable
growth in population is foreseen.

The economic base of the PMSA is solid and will likely continue to out-perform
the national economy. The construction industry is very active with employment
higher than last year. Oregon continues to ride high compared to the national
trend in new home construction. The last 3 years have shown continual and steady
growth. Non-residential projects are even stronger than residential. The state
is expected to operate in 1995 at comparable levels due to the in-migration of
population. The current lower interest rates for mortgages continues to make
housing affordable and the economy remains strong despite the downturn in other
sections of the nation.


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9900 SW Canyon Road, Portland, Or

REGIONAL OVERVIEW (continued)

Active construction levels, a diverse employment base, increasing personal
income levels and continued in-migration of population will all be a factor in a
continuing positive trend for the state economy. Property values should continue
to rise with a decline in vacancy rates expected. Tourism is expected to
continue to be a strong factor in the economy. Tourism increased for the state
by nearly 20% for the past three years and the future predictions are for
continued, but more moderate growth. The Portland International Airport
expansion and the completion of the Oregon Convention Center in 1990 and the
Rose Garden in 1995, have positively impacted the area.

Barring any unusual adverse economic conditions, the property under appraisement
is located in an area that will outperform national trends for the next several
years. The strong economy of the PMSA and excellent quality of life will
continue to draw people to the state both as tourists and residents.

Neighborhood Description/Introduction

The Appraisal Institute defines a neighborhood as "a group of complementary land
uses" (2). A Neighborhood may be more specifically defined as "a portion of a
larger community, or an entire community, in which there is a homogeneous
grouping of inhabitants, buildings or business enterprises." (3)
"...neighborhood boundaries may consist of well defined natural or manmade
barriers or they may be more or less well defined by a distinct change in land
use..." (3)

The subject neighborhood is located in the city of Portland, on the southwest
corner of SW Canyon Road and SW 97th Avenue, approximately 1 mile east of
Highway 217. It is located approximately 10 miles southwest of downtown
Portland. Access to downtown Portland, as well as Beaverton is good. The
neighborhood is accessed from Highway 217 and Highway 26. Highway 217 links with
Highway 26 approximately two miles north. Highway 26 (Sunset Highway) provides
direct access into downtown Portland. SW Canyon Road runs east and west and is a
major transportation artery providing access to Highway 217 and Highway 26, as
well as linking with Highway 8 (Tualatin Valley Highway). This highway provides
access to Beaverton and Hillsboro to the west. There is substantial local and
regional shopping located within the neighborhood. The surrounding neighborhood
is dedicated primarily to commercial uses along the arterials and residential
uses in the interior areas.

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(3) The Appraisal of Real Estate; 10th Edition, The Appraisal Institute; 1992


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9900 SW Canyon Road, Portland, OR

Neighborhood Description/Introduction (continued)

The Washington Square Shopping mall is a regional shopping mall used by all of
the Portland area as well as Vancouver, Washington to the north, and the cities
of the Willamette Valley to the south. The Mall contains major retail chains
such as Nordstroms, Meier and Frank, Sears and all the accompanying smaller
chains typical of a regional mall. It is located approximately three miles
southwest of the subject at the Greenburg Road/Highway 217 interchange.
Beaverton Town Square is located approximately 1 mile to the west, just west of
Highway 217.

The subject neighborhood is well located in terms of access to local shopping,
restaurants and other support facilities. The neighborhood is approximately 90%
built-up. It has been developed over the past 15-20 years with various
commercial uses, as well as residential uses in the interior areas. Highway 217
provides regional access to the neighborhood, linking with Interstate 5 and
Highway 26 (Sunset Highway) to the northwest.

This transportation artery has provided transient linkage, as well as access to
developing shopping areas, offices, and support facilities within the
neighborhood. This corridor is the site of destination shopping facilities,
meeting facilities and other consumer draws. These include Washington Square,
Lincoln Center, Greenwood Inn and Convention Center, Beaverton Town Square as
well as other major retailers and office developments. This is considered to be
a positive factor which will tend to stabilize and strengthen the neighborhood.
It is estimated that the growth of this neighborhood will also result in the
development of various required commercial service facilities, such as overnight
accommodations, restaurants and similar uses.

SW Canyon Road has been developed with various commercial retail and office uses
and is a local arterial. Neighborhood uses include new and used car dealers,
strip shopping centers, fast food restaurants, office buildings, some
multi-family uses and similar commercial strip developments. The property uses
to the north and south of SW Canyon Road consist primarily of single and
multi-family residence.

There are no adverse influences noted. The subject property is located within a
prime residential/commercial district of the southwest Portland, identified as
the Beaverton/Tigard area. The subject full-service Shilo Inn development is
consistent and complimentary to uses within the neighborhood. This neighborhood
can be expected to provide a stable environment for most types of real estate
investment.


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9900 SW Canyon Road, Portland, OR

                                Neighborhood Map

                                [GRAPHIC OMITTED]


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9900 SW Canyon Road, Portland, OR

                             Hotel Industry Overview

Shilo Inns Company is in the competitive limited-service hotel market. According
to Trends in the Hotel Industry, 1996, this segment of the lodging industry saw
a proliferation of new properties in the mid-1980s. It was seen as a favorable
segment with guest rooms that are frequently superior to full-service hotel
rooms at one-half to two-thirds the rate. For hotel managers the properties are
simple to operate and for ownership and lenders, they provide higher profit
margins and lower risk. The limited service hotel segment appears to have
matured and is lagging the industry as a whole but have still achieved in 1995
an aggregate occupancy of 70 percent and average room rates increased 5.9
percent and 41.8 percent average operating profit. Its market demand is reported
at 51.4 percent tourist and 45.8 percent business with the balance allocated to
conventions and conferences.

Shilo Inns typically provides an example of a good limited service hotel
property. Their hotels typically have clean and modern properties with good
access, exposure and on-site parking. The interiors typically contain a
comfortable lobby with check-in counter, one or more meeting rooms, fitness
center, swimming pool, spa, as well as satellite TV, airport shuttle service and
free daily newspapers. Major competitors to the Shilo Inn chain in its market
place include Holiday Inn Express, Comfort Suites, Phoenix Inns, Radisson,
Ramada and some Best Western franchises. The Residence Inns and Marriott
Courtyards cater to a higher priced market sector and are above the subject
segment.

The national limited-service hotel market is experiencing steady growth after
several years of sluggish economic conditions. Overall, market conditions are
continuing to improve, occupancies are higher, concessions are decreasing, and
revenues are beginning to rise. Gross Domestic Product, often an indicator of
travel patterns, is projected to grow at 2.5 percent to 3.0 percent in 1996.
Hotel occupancy for the nation is expected to rise to 71.2 percent, while the
average daily rate is anticipated to grow to $88.10. In general, modest but
stable growth and little inflation are likely to characterize the regional
economy in 1996 and 1997. The following table shows a summary of the US Lodging
Industry's 1995 Regional Performance:

================================================================================
                               Occupancy                   Average Daily Rate
- --------------------------------------------------------------------------------
                        1995     1994    Variance    1995      1994    Variance
                        -----    -----   --------  -------   -------   ---------
     New England        74.3%    72.0%     3.2%    $131.90   $125.23     5.3%
    Mid Atlantic
    North Central       69.6%    68.6%t    1.3%      82.59     79.41     4.0%
   South Atlantic       70.1%    68.2%t    2.8%      80.51     77.88     3.4%
    South Central       68.7%    67.7%t    1.5%      68.39     65.61     4.2%
  Mountain/ Pacific     71.4%    70.1%     1.7%      87.69     83.70     4.8%
     Nationwide         70.6%    69.2%     2.0%    $ 85.92   $ 82.21     4.5%
- --------------------------------------------------------------------------------
Note: Average property size = 210 rooms          Source: PKF Consulting


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9900 SW Canyon Road, Portland, OR

Hotel Industry Overview (continued)

Investors are seeking limited-service hotels with upside potential in many
regions of the country, including the Mountain and Pacific Regions, which
encompasses the states west of the Continental Divide. 1996 and 1997 are
forecast to have an annual average demand growth rate of 3.6 percent to 3.8
percent and RevPAR (room revenue per available room) growth of 5.2 percent to
7.3 percent according to the April 1995 issue of Coopers & Lybrand's Hospitality
Directions. Further, this region outstripped the rest of the country in Rooms
Demand with a 3.7 percent average percent change and a modest supply increase of
only 1.6 percent as shown in the table below.

             ======================================================
                                    Rooms Demand    Rooms Supply
                                  Average percent      Average
                                       Change      percent Change
             ------------------------------------------------------
             New England                2.5%            1.2%
             South/Middle Atlantic      3.1%            1.4%
             EastSouth/North Central    3.4%            1.6%
             WestSouth/North Central    3.2%            1.3%
             Mountain                   3.7%            1.6%
             Pacific                    2.8%            2.8%
             ------------------------------------------------------

Investors cite improving operating results, a limited new full-service supply,
and the relative scarcity of new development financing as influencing factors
underlying the strong interest in this segment. In fact, many investors have
stated that full-service hotels are considered the best hotel investment
opportunity for 1996. In late 1995, investors were purchasing limited-service
hotels at 70 percent of replacement cost; however, the inventory of quality
full-service hotels is dwindling and competition is increasing. One of the more
desirable acquisition targets is re-flagging a property in a major hotel chain
that commands immediate brand name recognition and offers strong reservation and
marketing systems.

New construction activity is expected to surge as investors target secondary and
tertiary locations where an aging room supply exists and many operators are
unwilling or unable to invest in room modernization. New construction between
1995 and 1997 is expected to be 40 percent higher than 1990 to 1993. Supply
growth will edge up approximately 1.5 percent in 1996 and 1997, but is still
below the 2.4 percent average growth rate that prevailed in the 1970s.

Renovation costs are a significant consideration in hotel investors'
determination of price/value and return requirements. The majority of market
participants anticipate that soft goods refurbishment be completed every five to
seven years and a total refurbishment be completed every 10 years. In factoring
these costs into price/value, investors typically attempt to discount them from
the price/value; however, they are not always successful. An investor who
intends to purchase a property, upgrade and reposition it will forecast higher
renovation and property improvement costs than one who is not seeking to
"reflag" the property. Thus, the first investor of an older property has less
room for negotiation.


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9900 SW Canyon Road, Portland, OR

Hotel Industry Overview (continued)

Investors continue to base pricing on historical 12-months cash flow and are
less willing to pay for any upside potential. Nearly 58 percent of participants
in a recent Coopers & Lybrand's poll reported that they capitalize their prior
12 months income.

Investors also prefer fee simple purchases to ground leases; however, in high
density locations such as the central business district or airport areas, ground
leases are generally in-place. Almost all investors look at the potential of
buying out the lease or renegotiating the terms. Leases tend to be calculated on
either a fixed payment or a percentage of revenue basis, with investors shying
away from percentage payments.

The following table shows a summary of major hotel transactions. The survey was
conducted by Hospitality Associates and covers the years 1991 to 1995. There is
a clear trend showing both increased activity and prices paid since 1992 when,
many believe, the market bottomed out for hotel sales.

            ---------------------------------------------------------------
             Year      Number of        Number of      Average Price Per
                      Transactions        Rooms              Room
            ---------------------------------------------------------------
             1995         107            38,135            $83,000
             1994          83            30,452             76,000
             1993          40            15,825             74,000
             1992          41            17,219             63,000
             1991          52            15,806             87,000
            ---------------------------------------------------------------

While financing has been constrained in past years, debt financing sources have
begun to ease credit terms and Wall Street firms and institutional money sources
are targeting hotel investments. Lenders who are active in hotel debt financing
include insurance companies, banking institutions, and finance/credit companies
such as Finova Capital Corporation, Heller Financial, and GE Capital
Corporation. Publicly traded companies such as Host Marriott, Prime Motor Inns,
and Felcor Suite Hotels are aggressively pursuing acquisitions. Many lenders are
offering secondary financing above 80 percent loan to value ratios. REITs are
becoming aggressive in purchasing hotels. This is especially true of Patriot
American Hospitality, Inc., the largest REIT, which filed an initial public
offering (IPO) with the SEC in late September 1995 and raised more than $350
million.

As a result of increased financing availability, investors have benefited by
more favorable long-term financing. For instance, the first quarter 1995,
American Council of Life Insurance Companies` (ACLI) average interest rate was
9.41 percent. Typically loans are indexed to the prime rate, treasury rate or
LIBOR. The range of loan amortization is from 15 to 25 years with 20 years being
average. A typical loan-to-value ratio is 50 percent to 75 percent with the
average reported at 63 percent. Debt-coverage-ratios have ranged between 1.25
percent to 1.50 percent with 1.40 percent being average.


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9900 SW Canyon Road, Portland, OR

Hotel Industry Overview (continued)

Full-service hotels are considered most vulnerable to new competition,
particularly from newly built, limited-service chain hotels. In addition, they
suffer from operating deficiencies, including high property operation and
maintenance costs, utility expenses, and upgrading, which erode profitability.
Because it is likely that new construction funds will increase the competitive
supply of both limited and full service hotel rooms by late 1996 and 1997,
owners of older properties are advised to reinvest in the physical plant to
cement guest loyalty. Owners are now beginning to realize that historical
reserve funding levels, typically between 3 percent to 4 percent of total
revenues, are insufficient to fund necessary capital improvements over the life
of a property. Actual capital expenditures for well-maintained properties often
exceed 7 percent of total revenue.

Job growth, the most important indicator of sustained demand for real estate,
continues to substantially trail general economic growth. In fact, many are
calling our current economy a "jobless recovery." No immediate acceleration is
anticipated, due to factors such as improved productivity in many industries and
overall caution on the part of employers.

As stated, it is likely that additional sources of capital will provide
opportunities. Further, many market participants believe that rising inflation
with have a positive net effect on earnings as room revenue is expected to
out-strip increases in operating costs. Trade agreements such as GATT should
have a positive effect on the hotel industry, and the advent of low-cost
airlines will promote more travel and higher occupancies.

New ideas, especially new ideas in technology, continue to be one of the
industries in which the US is remaining competitive in global markets. As the US
achieves a higher level of technology, the hospitality industry has the
opportunity to implement this technology in areas where guests need it most:
checking into the hotel, and communications. Adopting new technology is an
opportunity for hotels to remain competitive and maintain and expand their
customer base. For instance, AT&T's telecommunication package, "Guest Works,"
improves call-processing, accounting and provides specialized voice messaging
through a server.

Selling expenses typically range from 2.5 percent to 5.0 percent of the total
purchase price. According to a national hotel/motel brokerage firm located in
Southern California, the marketing period for limited-service hotels ranges from
3.0 to 12.0 months with an average of 9.0 months. An average 90-day closing
period is typical (from the time a hotel is put under contract to closing).

The early 1990s have been cruel to the hospitality industry, but Shilo Inns has
gone against the grain. (4) Big national chains have been fighting to keep
troubled properties. Many retreated from hotel ownership to seek a relatively
safe haven as hotel management companies. Small independent operators, seeking
security in numbers, flocked to join national franchises.

(4) "Portland Business Journal,"  May 31, 1993, Vol. 10, No. 14,  p. 13.


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9900 SW Canyon Road, Portland, OR

Hotel Industry Overview (continued)

The Shilo Inn capitalized on its regional identity and superior reputation to
make gains in its market areas. Mr. Mark Hemstreet, the owner and head of this
privately held company was quoted saying, "I'll take consistent management and a
good product any day over a good location. If guests are greeted with friendly
service and nice clean rooms, they'll come back to Shilo again and again." With
46 hotels and motels, Shilo has become a formidable chain in the West, owned by
just one person making it the 102nd largest lodging company in the world. The
company has about 2,000 employees in nine Western states. Shilo's "affordable
excellence" promotion strategy appears to have been successful in retaining its
core customer base. Shilo's size enables the company to not only get economies
of scale enabling its successful advertising and referral network, but also it
eliminates the need to associate with a costly franchise.

Mr. Hemstreet's willingness to invest in what may be considered secondary
locations goes against the trend of national operators. This provided Shilo Inns
with a competitive advantage, bringing them to maturing markets ahead of the
competition and providing a regional network of lodging facilities to service
their loyal guest base. They appeal to business travelers and tourists alike.
Further, Shilo Inns has continued to invest in renovation and upgrade of older
properties and has superior maintenance and replacements programs. Shilo Inns
has an effective company credo: to deliver consistently high standards from
friendly, efficient, and dedicated employees; and to provide clean, comfortable
and affordable accommodations. (5)

In general, we can conclude that the hotel industry is experiencing the best
growth since the trough of 1992. Increases in occupancies, average daily room
rates, and profitability has been reported throughout the industry in all market
segments. The following chart and accompanying table shows five key indications:

o      Average Daily Rate Change Rate
o      Operating Expense Change Rate
o      Free & Clear Equity Capitalization Rate
o      Residual Capitalization Rate
o      Free & Clear Equity Internal Rate of  Return

(5) "Oregon Business," October, 1993, Vol. 16, No. 10, p. 32.


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9900 SW Canyon Road, Portland, OR

Hotel Industry Overview (continued)

                       National Full-Service Hotel Market
           From Coopers & Lybrand L.L.P. -- "Hospitality Directions"

                               [GRAPHIC OMITTED]

                              [Bar graph omitted]
- --------------------------------------------------------------------------------
                 4th Qtr,'93 1st Qtr.'94  2nd Qtr.'94  3rd Qtr.'94  4th Qtr.'94 
- --------------------------------------------------------------------------------
ADR Chan           0.0278      0.0329        0.0315       0.0322        0.035   
- --------------------------------------------------------------------------------
Op. Exp. C         0.0344      0.0363        0.0354       0.0336       0.0355   
- --------------------------------------------------------------------------------
Equity Cap         0.1143      0.1148         0.115       0.1127       0.0992   
- --------------------------------------------------------------------------------
Residential C      0.1189      0.1148         0.115        0.114       0.1014   
- --------------------------------------------------------------------------------
Equity IRR         0.1505      0.1533         0.155       0.1575       0.1567   
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                 1st Qtr.'95  2nd Qtr.'95  3rd Qtr. 95  4th Qtr. 95 
- --------------------------------------------------------------------------------
ADR Chan            0.037      0.0383        0.0391       0.0417          
- --------------------------------------------------------------------------------
Op. Exp. C         0.0352      0.0345        0.0351       0.0348   
- --------------------------------------------------------------------------------
Equity Cap         0.1073      0.1088         0.109       0.1065   
- --------------------------------------------------------------------------------
Residential C      0.1086      0.1088        0.1078       0.1067   
- --------------------------------------------------------------------------------
Equity IRR         0.1523      0.1475        0.1496       0.1505   
- --------------------------------------------------------------------------------

o     Average Daily Rate Change Rate
This rate expresses the percentage change in the Average Daily Room Rate. Like
the capitalization rate change, there is a clear trend expressed by the ADRs. In
this case, the trend shows a steady increase in rates. Every quarter since the
2nd Quarter, 1994 has shown incremental increases with an average quarterly
increase of 3.64 percent.

o     Operating Expense Change Rate 
Operating Expenses as a percent of revenues have stayed relatively flat or
stable at about 3.5 percent. This indicates that there are economies of scale in
larger revenues since operating expenses can be limited to a stable proportion
of revenues.


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9900 SW Canyon Road, Portland, OR

Hotel Industry Overview (continued)

o     Free & Clear Equity Capitalization Rate
In contrast to the stability of the IRR, the Equity Capitalization rate (i.e.,
overall rate) is showing evidence of decline. A declining capitalization rate
indicates that investors are willing to accept a lower return from their
investment. It has been shown in the above narrative that sales have been
increasing. More purchasers in the market-place means more competition for a
finite supply, thus prices are increasing and investors must be willing to
accept a lesser capitalization rate. This type of trend encourages new
construction which, depending upon the extent of the construction, may stabilize
or even reverse the capitalization rate trend. It is not a given, however, that
occupancies and room rates will continue to increase. Based on available
information, it appears that the favorable trend will continue into 1997 and,
perhaps, beyond.

o     Residual Capitalization Rate
As would be expected, residual capitalization rates have declined consistent
with equity (or overall) capitalization rates

Summary
A dramatic strengthening of industry profits may be expected for 1996 and 1997
given the Coopers & Lybrand forecast. Major contributing factors include healthy
revenue expansion, modest increases in major expenses, continued productivity
gains, and below-average supply growth. Profits per available room are projected
to rise to $2,900 in 1996, and $3,500 in 1997.

There is a significant need to maintain and modernize older full-service hotels.
Shilo Inns has made a commitment to maintaining high-quality, attractive hotels.
Shilo has taken a "saturation" approach to expansion by locating throughout the
Pacific Northwest. Although not a franchise, the Shilo Inns name is recognizable
and has a loyal following. The Shilo Inn name is certainly beneficial in this
region and probably largely responsible for the success of the
off-the-beaten-path locations. Because Shilo is privately owned and Mark S.
Hemstreet is truly an industry insider, it is likely that Shilo Inns are better
managed due to his oversight.

Overall economic trends are positive in the Pacific Northwest and surrounding
regions. This is contributing to the growth in the lodging industry and these
trends appear to be sustainable through the few years. New additions of supply
are expected to provide stiff competition to existing properties and much of
this is coming from Holiday Inn Express and some Comfort Suites. However, Shilo
Inns typically have one of the best locations in its local market areas and with
their efficient management and continuos maintenance programs they should be
able to maintain their market share, if not increase it at he expense of less
competitive properties. Clearly, the trend in the limited service lodging
industry continues to be towards "suite" properties. Shilo Inns has many such
properties and generally provide good size rooms with market desired amenities
at an affordable price. Given the positive economic trends in the many of the
markets Shilo Inns is located, central reservation system, large guest following
and solid management structure with efficiencies in purchasing and marketing it
is reasonable to conclude that the Shilo Inns will continue to be a successful
chain with a positive outlook for the foreseeable future.


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9900 SW Canyon Road, Portland, OR

                                SITE DESCRIPTION

As shown on the plat map to follow, the subject site is an irregular shaped lot,
located on the southwest corner of SW Canyon Road and SW 97th Avenue. It is
located on the south side of Canyon Road. The land area, according to the
Washington County Assessor's office, is 170,755 square feet, or 3.92 acres. The
site has approximately 477 lineal feet of frontage along SW Canyon Road and
342.5 feet of frontage on SW 97th Avenue. The site is approximately twelve
blocks east of State Highway 217. The site has direct access from SW Canyon Road
and SW 97th Avenue.

Visibility and Access

The subject site has good exposure to both east and westbound traffic along SW
Canyon Road. Signs on Highway 217 and Highway 26 direct travelers to the
property. Because this is a destination full-service facility, direct freeway
visibility/access is not considered to be necessary. Exposure of the site from
SW Canyon Road is very good. Access to the subject site for both northbound and
southbound travelers along Highway 217 is relatively easy. Travelers exit the
highway at SW Canyon Road and proceed in an easterly direction for approximately
twelve blocks. Entrance to the site is via a right turn from SW Canyon Road,
eastbound.

Off-Site Improvements

SW Canyon Road is approximately a 70 foot-wide asphaltic paved arterial street
in front of the subject property. This roadway consists of four traffic lanes,
two in each direction, as well as a center turn lane. It is a city maintained
arterial constructed with asphaltic surface, steel reinforced, poured-in-place
concrete sidewalks, curbs, gutters and approach aprons. Overhead street lighting
is maintained by the city of Portland.

Topography and Drainage

The terrain of the subject property is level at the street, then sloping steeply
to the south. There are no obvious physical problems in the topography of the
site which would adversely affect its present use.

Surrounding Uses

The subject site is located in a commercial district in close proximity to
shopping and major regional transportation systems. A transitional residential
use is located to the west. Residential use is located to the south and north.
Commercial use is to the east. This is typical of an urban strip commercial
district. Surrounding uses are complimentary.


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9900 SW Canyon Road, Portland, OR

SITE DESCRIPTION (continued)

Zoning

The subject site is zoned for general commercial use by Washington County. This
is a general commercial zone which allows retail, office, service uses,
hotel/motel and associated uses. Based on a review of the applicable codes, the
subject motel appears to conform to current code requirements.

Soils

No soils report was provided to the appraisers. We have inspected the building
interior corridors, ground floor slab areas, parking lots, and surrounding
parcels for evidence of subsidence, heaving or separation cracking. None of
these effects was evident from our inspections. Therefore, it is assumed that
the subject soils and subsoils have adequate load-bearing capacity to support
the existing improvements, although this opinion is in no way to be construed as
having the weight of a professional engineer's opinion. Such matters are clearly
beyond the expertise of the appraiser to determine and beyond the scope of this
appraisal assignment. If a conclusive opinion is required, the services of a
properly licensed professional engineer should be retained.

Environmental Hazards

We have inspected the building interior corridors, ground floor slab areas,
parking lots, and surrounding parcels for evidence of the presence potential
environmental hazards. No suspicious containers, drums, discarded materials,
stressed vegetation, surface soil discoloration or evidence of seepage was found
by us. Therefore, it is assumed that the subject is not adversely impacted by
the presence of these hazards, although this opinion is in no way to be
construed as having the weight of a professional engineer's opinion. Such
matters are clearly beyond the expertise of the appraiser to determine and
beyond the scope of this appraisal assignment. If a conclusive opinion is
required the services of a properly licensed professional engineer should be
retained.


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9900 SW Canyon Road, Portland, OR

SITE DESCRIPTION (continued)

Seismicity

The subject site is NOT LOCATED within a Seismic Special Study Zone. The 1994
Uniform Building Code (UBC) identifies the region as a Zone 2B risk area, which
is characterized as having low to moderate seismicity and moderate seismic
engineering requirements.

Utilities

All utilities necessary for the operation of the hotel are in place and are
presumed to be of adequate capacity. Water, sewer, and storm drain services are
provided by the City of Portland. Portland General Electric, Northwest Natural
Gas and US West Communications all serve this area.

Easements, Restrictions, CC&Rs, Adverse Encumbrances

The property is subject to municipal easements to allow normal installation and
maintenance of utilities. We are aware of no easements or covenants which would
adversely affect the value of the property in its current use.

Assessment and Taxes

According to the Washington County Assessor, the subject assessments and
property taxes for the current tax year are summarized as follows:



Tax Account:          1S 1W 11CD 02600 - Parcel R0076786

                      Land:                 $  939,150

                      Improvement:          $2,782,500

                      Total:                $3,721,650

                      Taxes:                $48,831.76

A review of the local taxing authority, all taxes are current and paid. The tax
assessment and tax rate is typical for commercial properties in this area.

Flood Hazard

According to FIRM Map 410238 0507 B, dated September 30, 1982, the subject site
is not located within a designated flood hazard area. It is identified as Zone
C. Golf Creek does run along a portion of the rear of the site. However this
area has no building improvements.


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9900 SW Canyon Road, Portland, OR

SITE DESCRIPTION (continued)

Ground Lease Abstract
The site is leased from the Jon Katze and Kathryn Desphande with a long term
ground lease that began in August 1968 and was assigned to Mark Hemstreet in
June 1993. The lease an initial term that extends through June 2033. The
following is an abstract of the ground lease terms. The ground lease document is
located in the addenda.

Lessor:                           Jon Katze and Kathryn Desphande
Lessee:(assignment)               Mark S. Hemstreet
Assignment Commencement:          June 1993
Termination:                      June 30, 2033
Extensions:                       None
Current Rent:                     $50,213 per year till July 1998 and is
                                  adjusted every five years based on CPI
Expenses:                         Triple net, all expenses paid by the lessee

Conclusion

The subject site is located on a sloping corner site with good access to SW
Canyon Road and Highway 217 and area services. It is well landscaped and
conveniently accessed from SW Canyon Road and SW 97th Avenue.

After careful consideration of the foregoing factors, the appraiser believes
that the subject site is well adapted to its current use as a hotel/motel site.
The majority of the subject site is developed with the Shilo Inn hotel with
adequate off-street parking. There is no excess land available for future
expansion on the subject premises. The site has been developed in an efficient
manner and shows no signs of functional obsolescence. We further conclude that
it is located within a strong commercial area attracting some transient
travelers, but primarily business travelers and commercial accounts. There are
no apparent adverse easements or encroachments noted.


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9900 SW Canyon Road, Portland, OR

                                    PLAT MAP

                                [GRAPHIC OMITTED]


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9900 SW Canyon Road, Portland, OR

                            IMPROVEMENT DESCRIPTION

Structures
The subject consists of a four-building hotel complex, which contains 142 guest
rooms, meeting rooms, spa, sauna, steam room, outdoor pool, fitness center,
restaurant, lounge and sports den, and housekeeping rooms. The gross building
area is approximately 91,931 square feet.

There is a main building contains the lobby with registration desk, restaurant,
lounge, sports den, the Canyon meeting room on the second floor and the Patio
Terrace room on the lower level below the restaurant, as well as office and two
rest rooms.

The east building contains three levels of guest rooms, as well as a small
"board" meeting room and the Executive meeting room on the second level. The
west building contains two levels of guest rooms, executive offices and fitness
center. The south west building contains two and three levels of guest rooms, as
well as the Oregonian meeting room on the first floor and two rest rooms.

The building are constructed around a central courtyard which contains
extensively landscaped grounds, a pond with water fountains and gazebo. There is
also a heated outdoor swimming pool on an upper terrace above the fountain pond.
Parking is provided around the perimeter of the site, with the main parking lot
located in the southeast corner of the property. Off-street parking is ample for
guests, as well as meeting room registrants, restaurant/lounge and sports den
guests.

The building is constructed with wood framing above a concrete foundation.
Interior walls are gypsum board. The roof cover is concrete tile windows are
primarily aluminum framed. Heating and cooling are provided by
individually-controlled through-wall package units in the guest rooms, and by
central heating and air conditioning systems to the meeting rooms, lobby and
other common areas. There is no elevator. Access to the upper floors is provided
by interior stairways.

The guest rooms of the motel are classified into nine room types with varying
views and configurations. The breakdown of guest units is shown in the following
table.

Please note that the square foot numbers are approximations made by the
Appraiser from field measurements. On the pages following the Improvement
Description discussion are representative Site Plans of the subject. These are
general representations and are not completely to scale nor are they completely
accurate as to the existing physical conditions. The major building components
for the buildings are described as follows:

Size                                142 Rooms

Room Type:                          62 Single King mini-suites
                                    48 Double Queen mini-suites
                                    27 Single Queen mini-suites
                                     5 Suites
                                    --
               Total Rooms:         142


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James Ratkovich & Associates, Inc.                                            40
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9900 SW Canyon Road, Portland, OR

IMPROVEMENT DESCRIPTION (continued)

Meeting Rooms:                      Five

Recreational Facilitates:           Outdoor heated pool, spa - Fitness center

Gross Building Area:                91,931 square feet, as follows:

                      Building                       Size/Sq.Ft.
                      --------                       -----------
                      Lobby, Restaurant,
                      Lounge:                        16,479 on 3 levels
                      West Building:                 11,416 on 3 levels
                      South Wing:                    25,214 on 2 levels
                      East Wing:                     18,742 on 3 levels
                      Northeast Building:            20,080 on 2 levels
                                                     ------
                      Total                          91,931 Gross Area

Average Room Size:                  531 sq. ft. gross (average gross room area 
                                    - includes meeting rooms/fitness center/
                                    hallways and stairs)

No of Stories:                      Two and Three

Parking:                            Open paved, striped spaces around perimeter
                                    of buildings. Main parking lot is located in
                                    southeast corner of site. Parking exceed
                                    minimum requirements

Year Built:                         1935, 1969, 1970, 1972, 1979 - Refurbished
                                    1993

Foundation:                         Reinforced concrete footings

Floor Structure:                    Slab on grade and wood subfloor system on
                                    upper level

Exterior Walls:                     Exterior board and batten siding

Roof Structure:                     Wood deck with concrete tile shingles

Interior Construction:              Wood frame partitions with painted drywall
                                    cover, carpet, ceramic and vinyl tile floor
                                    coverings, incandescent and fluorescent
                                    lighting.

Lobby:                              Carpeted floor covering, front desk, guest
                                    seating area, decorative furnishings, and
                                    business office.


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9900 SW Canyon Road, Portland, OR

IMPROVEMENT DESCRIPTION (continued)

Guest Rooms:                        Painted and papered drywall walls and
                                    ceiling, carpet in guest room aluminum
                                    windows

Stairwells:                         Eight interior stairways throughout complex

HVAC:                               Individual wall mounted package HVAC with
                                    temperature control. Central system for
                                    common areas and lobby.

Fire Protection:                    Smoke detectors in each room, fire
                                    extinguishers

Site Improvements:
The site improvements include asphalt paved driveway and parking areas. There
are prominent signs providing good visibility and access to the site. There is a
covered driveway at the main building entry to the registration lobby. The
parking lot is paved, striped with good perimeter landscaping. The landscaping
is irrigated and there is exterior lighting. Site improvements are well
maintained and adequate.

Remarks
The improvements are in good condition and are well maintained. They are well
designed and functional in layout with good utility and guest appeal. The
physical condition of the subject improvements is good overall.

Depreciation
The subject improvements were constructed during the period 1935 to 1979,
according to Washington County Assessor information. The physical age of the
subject property ranges from 17 to 61 years. The improvements were completely
renovated in 1993 and are in good condition. Based upon the observed condition
and recent renovation, the effective age is estimated at 10 years. According to
building industry sources the expected life of similar improvements is 50 years.
Based on our analysis it is estimated that the subject has an effective age of
10 years and a remaining useful life of 40 years.

Functional Features
The subject complex is well designed for full-service hotel/motel use. The
improvements are of average to good quality and good condition. The layout of
the improvements and room size are appealing and considered adequate within its
market place. The improvements do not exhibit any significant functional
obsolescence.

Furniture, Fixtures & Equipment
The guest rooms are furnished with typical modern furnishings which include bed,
side tables, dresser, chair, table, television, microwave ovens, refrigerators
and telephone. They include all the furnishings, linens and supplies, cleaning
and house keeping equipment, business office and front desk equipment,
furnishings and related personal items. We have estimated these personal
property items at a depreciated replacement value of $3,000 per room, or
$426,000.


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9900 SW Canyon Road, Portland, OR

                                   Site Plan

                               [GRAPHIC OMITTED]


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9900 SW Canyon Road, Portland, OR

                                   Floor Plan

                               [GRAPHIC OMITTED]


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9900 SW Canyon Road, Portland, OR

                                   Floor Plan

                               [GRAPHIC OMITTED]


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James Ratkovich & Associates, Inc.                                            45
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9900 SW Canyon Road, Portland, OR

                          HIGHEST AND BEST USE ANALYSIS

The Appraisal Institute defines highest and best use as follows:

        "The most profitable likely use to which a property can be put. The
        opinion of such use may be based on the highest and most profitable
        continuous use to which the property is adapted and needed, or likely to
        be in demand in the reasonably near future. However, elements affecting
        value that depend on events or a combination of occurrences that,
        although in the realm of possibility, are not fairly shown to be
        reasonably probable, should be excluded from consideration. Also, if the
        intended use is dependent on a uncertain act of another person, the
        intention cannot be considered.

        "That use to which the land may reasonably be expected to produce the
        greatest net return to land over a given period of time. That legal use
        which will yield to land the highest present value. Sometimes called
        'optimum use.'"

In estimating highest and best use, there are essentially four stages of
analysis:

            1.    Possible Use. What uses of the site in question are physically
                  possible?

            2.    Permissible Use (legal). What uses are permissible by zoning
                  and deed restrictions on the site in question?

            3.    Feasible Use. Which possible and permissible uses will produce
                  a net return to the owner of the site?

            4.    Maximally Productive Use. Among the feasible uses, which use
                  will produce the highest net return or the highest present
                  worth?

The highest and best use of the land (or site) if vacant and available for use
may be different from the highest and best use of the improved property. This is
true when the improvements are not an appropriate use, but it makes a
contribution to the total property value in excess of the value of the site.

The following tests must be met in estimating the highest and best use. The use
must be legal; the use must be probable, not speculative of conjectural; there
must be a profitable demand for such use; and it must return to the land the
highest net return for the longest period of time. These tests have been applied
to the vacant property. In arriving at the estimate of highest and best use, the
subject site was analyzed as vacant and available for development.


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9900 SW Canyon Road, Portland, OR

HIGHEST AND BEST USE ANALYSIS (continued)

As Vacant
Possible Use. The first constraint is the constraint dictated by the physical
characteristics of the site. The size and location within a block have a
determining effect on the site's value. In general, larger sites and corner
locations enable a developer to achieve economies of scale and allow flexibility
in building design.

The subject site is a large corner parcel with access from SW Canyon Road and SW
97th Avenue. It is irregular in shape and slopes downward from street grade. Its
shape and location allows for good functional utility. All utilities are
available to the site. The frontage is ample and allows two curb cuts from SW
Canyon Road and one curb cut from SW 97th Avenue, with access enhanced by a left
turn lane on SW Canyon Road. Therefore, the physical aspects of the site would
not eliminate any specific commercial uses which require high traffic, such as
fast food and service stations. Restaurants, office buildings and hotel/motel
facilities are the most likely use due to access and visibility, and site size.

Permissible Uses. Two types of legal restrictions apply to the subject property:
private restrictions (deed restriction easements) and public restrictions
(namely, zoning). The existing utility easements are of no consequence to the
development of the site.

The subject is zoned for general commercial use by Washington County. Generally,
this zoning designation allows for a variety of commercial retail, office and
similar uses. This designation does not allow for residential or industrial
uses.

Feasible Uses. The property is most usable for commercial development due to its
surrounding uses and location. There is sufficient demand for commercial
properties similar to the subject as demonstrated by the occupancy and income
levels of surrounding properties.

Maximally Productive Uses. Of the permitted uses, a commercial use, such as
restaurant, hotel/motel or other commercial use. The proximity of Highway 217,
surrounding and nearby commercial developments, including the regional
Washington Square shopping mall, Beaverton Town Square and downtown Portland
provides economic strength to a wide variety of commercial uses. Therefore the
highest and best use of the site, as vacant, is for commercial development.

As Improved

The subject property is improved with a 142-unit hotel. It's operations are
stable and both gross and net income have grown over the past four years. The
existing use has been continuous for the past several years and has demonstrated
economic viability. In view of the physically possible, legally permissible and
financially feasible uses of the improvements, the existing use is considered to
be the most financially feasible use of the improved property. Therefore, the
highest and best use as improved is the existing use.


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9900 SW Canyon Road, Portland, OR

                                   VALUATION

There are three approaches to value which will be employed in the analysis: the
Cost Approach including land valuation and construction cost analysis; Direct
Sales Comparison Approach evaluating sales of similar properties; and an Income
Approach based upon the property operating at stabilized income levels.

Cost Approach

In the appraisal process, the Cost Approach requires an analysis of sales of
similar parcels of land to arrive an estimate of market value for the subject
site. An estimate is then made as to the cost to replace the subject's
improvements at today's costs using reliable sources of cost data. Depreciation
or obsolescence from all causes is estimated based on the experiences of similar
properties. Depreciation is then deducted from the replacement costs as new to
arrive at the present worth of the improvements and the site.

Market Approach (Direct Comparison Approach)

This is an appraisal procedure in which the value estimate is predicated upon
prices paid in recent market transactions. Listings and offerings of property
may also be utilized in this analysis, however, the use of listings is limited
since the property has not met the full test of the market and usually tends to
set the upper limit of value. The steps the appraiser follows in this approach
are set forth below.

      1. Seeks out similar properties for which pertinent sales, listings,
      offerings and/or rental data are available.

      2. Qualifies the price as to terms, motivating forces and bona fide
      nature.

      3. Compares each of the sale properties' important attributes with the
      corresponding ones of the properties being appraised, under the general
      division of time, location, income and physical characteristics.

      4. Considers all dissimilarities in terms of their probable effect upon
      the sale price.

      5. Formulates an opinion of the relative value of the property being
      appraised as compared with the price of each similar property.


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9900 SW Canyon Road, Portland, OR

VALUATION (Continued)

The units of comparison abstracted from the sales are the sales price per square
foot or unit and the overall rate of return. Each of these units of comparison
is discussed more fully below.

Sales Price per Square Foot or Unit

This is an expression of the total consideration divided by the particular unit
of comparison. Its chief advantage is that it is a direct comparison of the
price of the comparable to the property in question. Weighing of comparables may
be necessary due to differences of location, physical characteristics, market
conditions and terms of the sale transactions. It is most accurate when the
subject and the comparables are of similar character and the sales are of recent
vintage.

Overall Rate of Return

This rate is the direct relationship of the net operating income (before debt
service) and the sale price. the overall rate reflects both the return on the
investment and the return of the investment. This is a rate which is frequently
used by investors and appraisers because it is ascertainable from comparable
sales and can be applied directly to the estimated net operation income of the
property under appraisal. This unit of comparison is used in the Income
Approach.

Income Approach

The Income Approach is generally the most relevant approach in evaluating
investment type properties. This approach is predicated on the principle that
value is created by the expectation of benefits derived in the future. The
anticipated net income is converted to a present value by a direct
capitalization or the use of a discounted cash flow process.

Direct Capitalization

This process involves dividing the net operating income by a capitalization
rate. This rate reflects such factors as risk, time, interest on capital
investment, and recapture of the depreciating asset. This approach to value
encompasses the following:

1.    The estimation of current economic rent levels to establish annual
      potential gross revenues. Current economic rents are generally current
      market rents.

2.    The estimation of vacancy and collection loss allowances.

3.    The estimation of annual operating expenses.

4.    The deduction from potential gross revenues of vacancy and collection loss
      and operating expenses, leaving the net operating income before debt
      service and depreciation.


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9900 SW Canyon Road, Portland, OR

VALUATION (Continued)

5.    Capitalization of the net operating income by the appropriate rate as
      abstracted from the market.


Discounted Cash Flow

A widely accepted view of value as of a given valuation date is the discounted
present worth of the anticipated future income reasonably expected to be
generated by an income producing property over a specific period of time. The
process by which future income receipts are converted to a present value is
termed discounting. Many different capitalization methods and techniques are
available to process anticipated future income into a present worth estimate.
The method used depends primarily on the characteristics of the forecast income
stream, the form of the appropriate rate of return or discount rate, and the
time period involved.

The two methods used in this analysis are capitalization in perpetuity
(utilizing an overall capitalization rate discussed above) and capitalization
for a finite period (discounted cash flow analysis). Capitalization in
perpetuity as used in the Income Approach assumes the income stream will
continue undiminished, indefinitely. The rate used to process this income
streams embodies the factors of time preference (opportunity costs), liquidity,
management burdens, and ownership risks. The appropriate rate is derived through
an analysis of sales of properties displaying similar investment opportunities
to the investor.

The discounted cash flow method is a rigidly defined mathematical relationship
between income streams, rates and timing. Processing an income stream by a
correct mathematical formula does not in itself produce a supportable market
value. As with other techniques of income capitalization, the discounted cash
flow analysis requires reliable market data on several critical points. If the
required market data information is not available, the appraiser is injecting
his judgment and opinion in using non-market data and the results are not
justifiable market value.

RECONCILIATION

The final step in the appraisal process is the reconciliation or correlation of
the value indicators. In the reconciliation, the relative applicability of each
of the approaches utilized is considered. Those approaches that are deemed most
appropriate to the particular appraisal question involved are weighed for the
accuracy and reliability of the data used in the analysis, and an opinion is
formed as to the market value of the subject property. The relative weight or
emphasis given to any of the approaches depends on the forces prevalent in the
market which act upon the subject property.


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James Ratkovich & Associates, Inc.                                            50
<PAGE>

9900 SW Canyon Road, Portland, OR

                                 COST APPROACH

In this approach, it is assumed that a purchaser would consider producing a
substitute, competing property with the same utility as the subject. The net
cost to the rational, informed purchaser is the measure of value of the subject
property. The net cost includes construction costs (to the purchaser, not the
contractor or builder), financing costs, and all other costs incurred during the
construction period. Any depreciation or diminished utility is deducted from the
costs in order to arrive at a net contribution of the improvements in their
present condition to the total property value as of the valuation date. The site
is valued as if vacant and available to be put to its highest and best use. This
is then added to the depreciated improvement costs to yield the value of the
total property as indicated by the Cost Approach.

Land Valuation

The most reliable procedure for estimating the land value is by the application
of the Direct Sales Comparison Approach. In estimating the value of the
subject's site, a search was conducted to find sales of similar parcels with
similar zoning and characteristics. Those sales considered to be the most
relevant indicators of the subject's land value are detailed on the following
pages.


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James Ratkovich & Associates, Inc.                                            51
<PAGE>

9900 SW Canyon Road, Portland, OR

                                 LAND SALES MAP

                                [GRAPHIC OMITTED]


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James Ratkovich & Associates, Inc.                                            52
<PAGE>

9900 SW Canyon Road, Portland, OR

                             COMPARABLE LAND SALE 1

PROPERTY IDENTIFICATION

Address:                            8900 SW Oak
City:                               Tigard
Parcel:                             R027056, 0270441, 0270450, 0272476
County:                             Washington
Map Reference:                      1S13 35AC 03000,04400,04300 - 35AD 01303
Property Rights:                    Fee Simple

SALE INFORMATION

Grantor:                            Paulette Klepper, et al
Grantee:                            Orland Ltd.
Document Number:                    96-057098, 058268, 051290-292
Sale Price:                         $1,050,000
Sale Terms:                         Cash Equivalent
Sale Date:                          June 25, 1996

SITE DESCRIPTION

Site Area:                          4.04 acres  - 175,982 square feet
Zoning:                             Commercial
Utilities:                          Available
Off-Sites:                          Fully Improved
Topography:                         Level
Location:                           Interior - good frontage

SALE ANALYSIS

Price Per Square Foot:              $5.97

COMMENTS                            Commercially-zoned parcel with good street
                                    frontage and all public utilities.


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James Ratkovich & Associates, Inc.                                            53
<PAGE>

9900 SW Canyon Road, Portland, OR

                             COMPARABLE LAND SALE 2

PROPERTY IDENTIFICATION

Address:                            NW Cornell and NW Corridor Court, Beaverton
City:                               Beaverton
Legal:                              Lot 1,2, Corridor Center, tax lots 300, 400,
                                    700, 800
County:                             Washington
Map Reference:                      1S 1W 30DC 300,400,700,800
Property Rights:                    Fee Simple

SALE INFORMATION

Grantor:                            Spectrum Development Corp.
Grantee:                            Tandem Properties LLC
Document Number:                    96-008772
Sale Price:                         $900,000
Sale Terms:                         Cash Equivalent
Sale Date:                          January 31, 1996

SITE DESCRIPTION

Site Area:                          245,243 sq. ft.              5.63 acres
Zoning:                             OC
Utilities:                          Available
Off-Sites:                          Fully Improved
Topography:                         Level
Location:                           Interior and cul-de-sac - visibility from 
                                    Highway 26

SALE ANALYSIS

Price Per Square Foot:              $3.66

COMMENTS                            This is a level, at-grade interior site with
                                    cul-de-sac access consisting of two
                                    non-contiguous parcels.


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James Ratkovich & Associates, Inc.                                            54
<PAGE>

9900 SW Canyon Road, Portland, OR

                             COMPARABLE LAND SALE 3

PROPERTY IDENTIFICATION

Address:                            North side of SW Haines Road, between I-5 
                                    and SW 68th
City:                               Tigard
Parcel:                             R0284604
County:                             Washington
Map Reference:                      1S 1 36DA 00101
Property Rights:                    Fee Simple

SALE INFORMATION

Grantor:                            Ted L. Millar, et al
Grantee:                            State of Oregon - Public Employees 
                                    Retirement
Document Number:                    96-028688
Sale Price:                         $831,571
Sale Terms:                         Cash Equivalent
Sale Date:                          April 2, 1996

SITE DESCRIPTION

Site Area:                          175,111 sq. ft.              4.02 acres
Zoning:                             Commercial
Utilities:                          Available
Off-Sites:                          Fully Improved
Topography:                         Level
Location:                           Interior-Double Exp.

SALE ANALYSIS

Price Per Square Foot:              $4.75

COMMENTS                            This is a level, at grade, interior site
                                    with frontage on SW Haines and SW 68th
                                    Street.


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James Ratkovich & Associates, Inc.                                            55
<PAGE>

9900 SW Canyon Road, Portland, OR

                             COMPARABLE LAND SALE 4

PROPERTY IDENTIFICATION

Address:                            SW Allen Boulevard, east of Arctic
City:                               Beaverton
Parcel:                             R2017514
County:                             Washington
Map Reference:                      1S 1 23BA 01600
Property Rights:                    Fee Simple

SALE INFORMATION

Grantor:                            New England Mutual Life Insurance
Grantee:                            Pacific NW Properties Ltd.
Document Number:                    96-054861
Sale Price:                         $1,022,661
Sale Terms:                         Cash Equivalent
Sale Date:                          June 18, 1996

SITE DESCRIPTION

Site Area:                          240,016 sq. ft.              5.51 acres
Zoning:                             Commercial
Utilities:                          Available
Off-Sites:                          Fully Improved
Topography:                         Level
Location:                           Interior - good road frontage

SALE ANALYSIS

Price Per Square Foot:              $4.26

COMMENTS                            Site is a level, at grade interior lot. It
                                    has good frontage on major collector street
                                    with good access.


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James Ratkovich & Associates, Inc.                                            56
<PAGE>

9900 SW Canyon Road, Portland, OR

                             COMPARABLE LAND SALE 5

PROPERTY IDENTIFICATION

Address:                            15583 NW Gateway Court
City:                               Beaverton
Parcel:                             R2046380
County:                             Washington
Map Reference:                      1N132BD 00700, part 00600 and 00800
Property Rights:                    Fee Simple

SALE INFORMATION

Grantor:                            Talcott Realty I Lmt.
Grantee:                            Alameda Properties - Cornell Oaks LLC
Document Number:                    96-062508
Sale Price:                         $917,919
Sale Terms:                         Cash Equivalent
Sale Date:                          July 12, 1996

SITE DESCRIPTION

Site Area:                          97,574 sq. ft.        2.24 acres
Zoning:                             Commercial
Utilities:                          Available
Off-Sites:                          Fully Improved
Topography:                         Level
Location:                           Cul-de-sac - business park

SALE ANALYSIS

Price Per Square Foot:              $9.41

COMMENTS                            Site is a level, at grade cul-de-sac site
                                    located in Corporate Center at Cornell Oaks.
                                    Site is designated for hotel use only.


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James Ratkovich & Associates, Inc.                                            57
<PAGE>

COST APPROACH (Continued)

Discussion

These six land sales transactions are located within the subject marketing area
and represent the market value of commercially-zoned parcels which could be
developed similar to the subject. The sales occurred between January 1996 and
July 1996, with purchase prices ranging from $3.67 to $9.41 per square foot. The
discussion of the value adjustments and conclusions is presented below.

Property Rights Conveyed

This adjustment considers the differences in legal status (interest) between the
subject property and the comparable sales. Specific interests convey different
types of rights in a property that affect value. Property rights can be defined
as fee simple, leased fee and leasehold interests. All the land sales used
involved the transfer of the fee simple interest and no adjustment is warranted.
No adjustment was made.

Financing Adjustment

The comparable land sales have been reviewed in reference to their financing.
Sales and asking prices represent all cash transactions, where no extraordinary
financing terms or seller financing is involved. Therefore, no cash equivalency
adjustments have been applied.

Conditions of Sale

Local MLS data reveals that closed commercial land sales in our area occur at
93-95 percent of listing price. By definition however, those sales which do
close are those priced closest to their true value relative to market
supply/demand factors, and rational, investor behavior. Sales which fail to
close after allowing for adequate marketing exposure are either impaired in some
material aspect or priced uneconomically with respect to market supply and
demand factors. All the comparables are closed transactions and require no
adjustment for conditions of sale or to allow for sale negotiations.

Market Conditions Adjustment - Time Factor

The sales were analyzed for changes in market conditions to determine if a
market conditions adjustment is required and to what magnitude. Based upon
appraiser's evaluation of secular trends in the market we have identified land
inflation rates within our local market ranging from 3 percent per year to over
10 percent per year over the past few years. Specific sales and resales were not
available but the general trend is upward for commercial property prices. In
view of the location, access and size of the subject site, the sales are
adjusted upward at the rate of 3 percent per year.


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James Ratkovich & Associates, Inc.                                            58
<PAGE>

9900 SW Canyon Road, Portland, OR

COST APPROACH (Continued)

Physical Adjustments

Factors which have an influence on value such as location, growth patterns and
trends, accessibility to freeways, employment and commerce centers, size, and
physical improvements required for development (off-sites), all require
appropriate adjustments in comparing the comparable sales to the subject
property.

Location, of comparable #5 is considered to be superior to the subject.
Comparable #2 and #4 is considered to have an inferior location to the subject.
Direct market abstraction was not possible due to lack of true paired sales.
Comparable #5 is located within the confines of a good quality business park and
is designated for "hotel use only." Due to the quality of the surrounding
developments and exclusive nature of this subdivision, a downward adjustment of
25% is estimated, based upon perceived market behavior. Comparables #2 and #4
are located on an interior site on a major collector street, but without benefit
of strong commercial development proximity or major highway access. An upward
adjustment of 10%-15% is estimated to compare to the subject.

Size adjustments, which may be dictated when substantial differences in value
indicators can be isolated only to differences in size, may be supported where
data is plentiful enough to facilitate a matched pair sales analysis. In this
case the available data are insufficient to do so. However, it is typical that
large sites indicate a lower unit price than do smaller sites. This is supported
by comparison of comparable #2 (the largest sale) with comparable #5 (the
smallest of the sales). Comparable #2 indicates a price of $3.67 per square foot
and comparable #5 indicates $9.41 per square foot. Therefore, each sale is
adjusted either upward or downward by 1% for each 10,000 square feet of site
area, using the subject as the standard.

Corner influence can have a definite impact on site value, particularly for
highway oriented commercial uses such as hotels, restaurants, and regional
shopping centers. The subject is a corner site with good access. Comparables #1,
#3 and #4 are interior sites, and adjusted upward 15% to compare to the subject.

Analysis of the comparable sales data to the subject indicate that no other
adjustments are required for comparison.


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James Ratkovich & Associates, Inc.                                            59
<PAGE>

9900 SW Canyon Road, Portland, OR

COST APPROACH (Continued)

Concluded Land Value

The comparable land sales indicate an unadjusted range of $3.67 to $9.41 per
square foot. This is a wide range, however the market parameters are set for the
subject value. After appropriate adjustments, the price range is narrowed from
$4.58 to $6.44 per square foot.

The sales which required the least adjustment indicated prices of $5.55 and
$6.95 per square foot. Of these sales, comparable #1 is closest in size to the
subject and required adjustment for date of sale, corner and a small size
adjustment. This sale indicated an adjusted price of $6.95 per square foot. The
overall adjusted average price per square foot is indicated to be $5.69 per
square foot.

In view of the size, location, access and features of the subject site, a value
of $6.00 per square foot is well supported by available market evidence.

Therefore, the market value of the subject site is calculated as follows:

            170,755 square feet @ $6.00 per square foot = $1,024,530
                              Rounded $1,025,000

Ground Leased Fee & Leasehold Interests Valuation

Leased Fee Valuation
Having valued the land in fee simple we must now value the leased fee interest
in the site created by the long term ground lease. The ground lease terms are
summarized in the Site Data section and a copy of the ground lease summary is
located in the addenda.

Potential Gross Income
The potential gross income of the subject is stipulated by the long term ground
lease which encumbers the property and to which the appraisal is made.

The existing lease is a 40 year lease which commenced in June 1993 and extends
through June 2033. The current rent under the lease is $52,213 and is adjusted
next in July 1998 and every five years based on CPI. We have projected the
ground lease rent based on the terms of the lease and have grown it at 5 percent
per year every 5 years for the full term of the ground lease.


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James Ratkovich & Associates, Inc.                                            60
<PAGE>

9900 SW Canyon Road, Portland, OR

COST APPROACH (Continued)

Expense Analysis
Having determined the potential gross income, we must now estimate the operating
expenses associated with the subject property.

Vacancy & Collection Loss
Vacancy and collection loss is an allowance for a reduction in the potential
gross income, due to vacant or uncollected payment of rent. Based on the
subject's long term ground lease status and the fact that we are valuing the
leased fee estate, vacancy and collection loss is considered to be a minimal
expense since the lessee has a very strong interest to protect by keeping the
subject lease current and in effect. We estimate vacancy and collection loss at
1 percent of gross income.

Operating Expenses
Operating expenses are the annual expenditures borne by the owner of
income-producing property necessary to continue the production of the effective
gross income.

Under the projected income analysis the lessor is not responsible for any of the
operating expenses. The only expense the lessor is responsible for is
management. This expense is estimated as follows:

Management. This item is for off-site management expenses. Management is
estimated at 2.0 percent based on the ground lease being to a triple net lease
with minor management duties and it's long term remaining.

Rate of Return Analysis
The next step in this analysis is the selection of an appropriate yield rate for
the ground lease payment. The rate of return utilized in this approach is
defined as follows.

Discount Rate - A rate of return commensurate with perceived risk used to
convert future payments or receipts into present value. The pretax equity yield
rate used to discount the projected cash flows from the ground lease is be based
on an analysis of yield rates anticipated by the many investors in the real
estate market and other alternative investment markets. These rates are not
historical yield rates; rather, they are the rates which reflect the acceptable
yield expectations because the yield rate used in the discounted cash flow model
is anticipatory.

The discount rate applicable to the subject ground lease and reversion is
estimated based on analysis of land yield rates as indicated by sales of the
lessors' interests in several properties encumbered with long term ground
leases. The yield rate is defined as the sum of the going in overall rate plus
the anticipated growth rate. We analyzed overall yield rates achieved by lessors
on relatively recent long term ground leases, to which an anticipated growth
rate is added, to arrive at an appropriate yield rate indication.


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James Ratkovich & Associates, Inc.                                            61
<PAGE>

9900 SW Canyon Road, Portland, OR

COST APPROACH (Continued)

A 56,000 square foot commercial site that is subject to a ground lease and
located in Chatsworth sold in September 1990 for $840,000 with $95,400 in annual
income indicating a yield rate of 11.36%. Another land leased site located on
Foothill Boulevard in Fontana sold in April 1991 for $4,550,000 with an annual
income of $567,492 per year indicating a 12.5% yield rate. These indicates a
yield rate of between 11.36% and 12.47%.

In May 1992 a car wash site located at 2750 Bristol Street in Costa Mesa that
was leased in 1988 was purchased out by the lessee from the lessor based on 9.8%
rate of return. In May 1992 a ground lease for a commercial site located in
Rancho Cucamonga was leased for 50 years to a large shopping center developer
based on a 9.0 percent going in rate with adjustments every five years. In
October 1991, the Taco Bell Corporation entered a 20 year ground lease in
Fullerton California at a rate of 9.3% of the fair market value of the land with
adjustment every five years. These leases indicate going in capitalization rates
between 9.0% and 9.8%. Adding in anticipated growth rates between 2 and 3
percent per year results in a yield rate range between 11.0% and 12.8%.

In our opinion the yield rate applicable to ground leases is between 11.0% and
12.5%. for leases with long term remaining and periodic adjustments. Given that
the subject rent is based on a percentage of gross revenues, and thus is likely
to adjust regularly, as well as it's long term remaining, it is our opinion that
the subject's leased fee should be discounted at a yield rate of 11.0%.

Reversion
The reversion of the land is projected to occur at the end of the initial term
of the subject ground lease since we can not predict economic and market
conditions much beyond that . The future value of the site is calculated by
using the current land value estimate of $900,000, previously estimated, and
projecting an expected growth rate applicable to the land. Based on historical
trends and current investment parameters and expectations, we estimate a growth
rate of 3 percent per year. The future value of the land is discounted at the
same yield rate previously estimated for the income steam to arrive at a net
present value of the reversion. This is added to the sum of the present value of
the income stream to arrive at a total present value of the leased fee estate in
the subject property. Subtracting the leased fee value estimate from the fee
value of the site results in an estimate of the leasehold in the site, subject
to the ground lease.

Conclusions
Located on the following pages are the cash flows, which show the calculations
and value estimates of the leased fee and leasehold estates. The indicated value
of the leased fee estate is $660,000. The leasehold estate, that is the lessee
interest in the site under the ground lease, is estimated by subtracting the
leased fee value of $660,000 from the fee value of the land, $1,025,000, which
results in a leasehold value of $365,000. The estimate of the leased fee value
is utilized in the Sales Comparison Approach and the leasehold value is used in
the Cost Approach.


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James Ratkovich & Associates, Inc.                                            62
<PAGE>

                                                    LEASED FEE VALUATION
Lease Commenced:                                    9900 SW Canyon Road
Initial Term:                                       Portland/Beaverton, OR
Current Rent:                                       As of December 1, 1996
Growth Rate:

<TABLE>
<CAPTION>

Fiscal Year (Dec-Nov)___          1997    1998     1999      2000    2001     2002     2003    2004     2005      2006     2007
====================================================================================================================================

GROSS INCOME

<S>                             <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>    
Annual Rent                     $50,213  $53,546  $58,211  $58,211  $58,211  $58,211  $62,074  $67,482  $67,482  $67,482  $67,482
Less Collection Loss Allowance      502      535      582      582      582      582      621      675      675      675      675
                                ----------------------------------------------------------------------------------------------------
Effective Gross Income           49,711   53,010   57,629   57,629   57,629   57,629   61,453   66,807   66,807   66,807   66,807

Less Management Expense             994    1,060    1,153    1,153    1,153    1,153    1,229    1,336    1,336    1,336    1,336
                                ----------------------------------------------------------------------------------------------------
Net Operating Income            $48,717  $51,950  $56,476  $56,476  $56,476  $56,476  $60,224  $65,471  $65,471  $65,471  $65,471

Discount Rate
Discount Factor                  0.9009   0.8116   0.7312   0.6587   0.5935   0.5346   0.4817   0.4339   0.3909   0.3522   0.3173
Present Value                   $43,889  $42,164  $41,295  $37,203  $33,516  $30,195  $29,007  $28,410  $25,594  $23,058  $20,773

Total P. V. of Income Stream     $593,350

- ---------------------------------------------------
REVERSION ANALYSIS

Current Value of Site in Fee             $1,024,530
                        170,755     $6.00
Growth Rate
Future Value Factor                          2.9852
Future Value of Reversion                $3,058,454
Present Value Factor  @                    0.021040
- ---------------------------------------------------
Present Value of Reversion                  $64,350

Total Present Value of
  the Leased Fee Estate                    $657,701
Leased Fee Estate (rounded to)             $660,000
Extracted Value of the Leashold            $365,000
</TABLE>


                                                                              63
<PAGE>

                                                     LEASED FEE VALUATION
Lease Commenced:                                      9900 SW Canyon Road
Initial Term:                                      Portland/Beaverton, OR
Current Rent:                                      As of December 1, 1996
Growth Rate:
<TABLE>
<CAPTION>

Fiscal Year (Dec-Nov)            2008     2009      2010    2011     2012     2013     2014      2015     2016     2017     2018
================================================================================================================================
GROSS INCOME

<S>                               <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>     
Annual Rent                       $71,960  $78,230  $78,230  $78,230  $78,230  $83,422  $90,690  $90,690  $90,690  $90,690  $96,709 
Less Collection Loss Allowance        720      782      782      782      782      834      907      907      907      907      967 
Effective Gross Income             71,241   77,448   77,448   77,448   77,448   82,587   89,783   89,783   89,783   89,783   95,742 
Less Management Expense             1,425    1,549    1,549    1,549    1,549   -1,652    1,796    1,796    1,796    1,796    1,915 
Net Operating Income              $69,816  $75,899  $75,899  $75,899  $75,899  $80,936  $87,987  $87,987  $87,987  $87,987  $93,827 
Discount Rate
Discount Factor                    0.2858   0.2575   0.2320    02090   0.1883   0.1696   0.1528   0.1377   0.1240   0.1117   0.1007 
Present Value                     $19,956  $19,545  $17,608  $15,863  $14,291  $13,729  $13,446  $12,114  $10,913   $9,832   $9,445 
                              

Fiscal Year (Dec-Nov)               2019
=========================================
GROSS INCOME

<S>                              <C>     
Annual Rent                      $105,135
Less Collection Loss Allowance      1,051
Effective Gross Income            104,094
Less Management Expense             2,082
Net Operating Income             $102,002
Discount Rate
Discount Factor                    0.0907
Present Value                      $9,251
</TABLE>


                                                                              64
<PAGE>

                                                          LEASED FEE VALUATION
Lease Commenced:                                          9900 SW Canyon Road
Initial Term:                                             Portland/Beaverton, OR
Current Rent:                                             As of December 1, 1996
Growth Rate:                                               

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Fiscal Year (Dec-Nov)                 2020        2021      2022       2023      2024      2025       2026      2027
====================================================================================================================
<S>                                   <C>     <C>       <C>        <C>       <C>       <C>        <C>       <C>     
                                                                                                                    
GROSS INCOME                                                                                                        
Annual Rent                         $105,135  $105,135  $105,135   $112,112  $121,880  $121,880   $121,880  $121,880
Less Collection Loss Allowance         1,051     1,051     1,051      1,121     1,219     1,219      1,219     1,219
                                      ------------------------------------------------------------------------------
Effective Gross Income              $104,084   104,084   104,084    110,991   120,661   120,661    120,661   120,661
                                                                                                                    
Less Management Expense                2,082     2,082     2,082      2,220     2,413     2,413      2,413     2,413
                                      ------------------------------------------------------------------------------

Net Operating Income                $102,002  $102,002  $102,002   $108,771  $118,248  $118,248   $118,248  $118,248
                                                                                                                    
Discount Rate                                                                                                       
Discount Factor                       0.0817    0.0736    0.0663     0.0597    0.0538    0.0485     0.0437    0.0394
Present Value                         $8,334    $7,508    $6,764     $6,498    $6,364    $5,734     $5,165    $4,654


<CAPTION>
- -------------------------------------------------------------------------------------------------
Fiscal Year (Dec-Nov)                    2028       2029      2030      2031       2032      2033
=================================================================================================
<S>                                  <C>        <C>       <C>       <C>        <C>       <C>     
                                                                                                 
GROSS INCOME                                                                                     
Annual Rent                          $129,968   $141,292  $141,292  $141,292   $141,292   $82,420
Less Collection Loss Allowance          1,300      1,413     1,413     1,413      1,413       824
                                    -------------------------------------------------------------
Effective Gross Income                128,669    139,879   139,879   139,879    139,879    $1,596
                                                                                                 
Less Management Expense                 2,573      2,798     2,798     2,798      2,798     1,632
                                    -------------------------------------------------------------

Net Operating Income                 $126,095   $137,081  $137,081  $137,081   $137,081   $79,964
                                                                                                 
Discount Rate                                                                                    
Discount Factor                        0.0355     0.0319    0.0259    0.0259     0.0234    0.0210
Present Value                          $4,471     $4,378    $3,945     3,554     $3,201    $1,682
</TABLE>


                                                                              65
<PAGE>

9900 SW Canyon Road, Portland, OR

COST APPROACH (Continued)
Reproduction Cost New

The next step in the Cost Approach is to estimate the cost new of the subject
improvements. The dimensions and characteristics of the improvements have been
identified through a field inspection and analysis. There are two forms of cost
data generally available. These are Replacement and Reproduction costs.

Replacement Cost is defined in Real Estate Terminology, Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of a building having
utility equivalent to the building being appraised but built with modern
materials and according to current standards, design and layout."

Reproduction Cost is defined in Real Estate Terminology, Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of an exact duplicate or
replica using the same materials, construction standards, design, layout, and
quality of workmanship, embodying all the deficiencies, super adequacies and
obsolescence of the subject building."

The use of the replacement cost concept presumably eliminates all functional
obsolescence, and the only depreciation to be measured is physical deterioration
and external obsolescence. In this appraisal, the Marshall Valuation Service, a
nationally recognized cost service, as well as consultation with local
contractors, has been used to derive the estimate of the replacement cost. The
publishers of this manual consider the estimates to be replacement costs, but
when the cost model closely conforms in construction materials and methods to
the subject, these costs can be considered as reproduction costs.

Since the cost estimate is applied to the gross area of the subject property,
the deficiencies and other adequacies of the subject are embodied in the cost
estimate and are dealt with in the depreciation estimate. The cost utilized in
this analysis is therefore considered to represent Reproduction Costs.

This estimate is set forth on the Development Proforma located at the end of
this approach. These costs include hard costs for construction, soft costs for
architectural and engineering, soil, legal, supervision, fees and related costs;
Financing costs; leasing commissions; and rent loss during absorption.
Developers profit is added at 18 percent to account for the high level of risk
and skill required to develop hotel property.

The hard construction cost for the improvements is estimated at $80.85 per
square foot. Soft costs are estimated at 8 percent for design, architectural and
engineering; 3 percent for development overhead, and 25 percent of annual income
is estimated for opening expenses and income loss during stabilization.


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James Ratkovich & Associates, Inc.                                            66
<PAGE>

9900 SW Canyon Road, Portland, OR

COST APPROACH (Continued)

Furniture, Fixtures & Equipment
The guest rooms are furnished with typical modern furnishings which include
either a single king-sized bed, two or three queen beds, side tables, desk,
dresser, chairs, table, draperies, night stands, color television with remote,
lamps, couch, clock radio and telephones. Most rooms have a small refrigerator,
microwave and hair dryer. There are some kitchenette units. FF&E includes all
the furnishings, linens and supplies, cleaning and house keeping equipment,
business office and front desk equipment, furnishings and related personal
items. We have estimated these personal property items at a depreciated
replacement value of $3,000 per room, or $426,000.

Accrued Depreciation
Accrued depreciation is the difference between the reproduction cost of the
improvements and the market value of the improvements on the date of valuation.
Depreciation is characterized by three categories: physical, functional and
external.

Physical depreciation is evidenced by wear and tear of the structure. Functional
obsolescence is also caused by internal characteristics such as a poor floor
plan, inadequate mechanical equipment or functional inadequacy or over adequacy
due to size or other characteristics. External or economic obsolescence is
caused by conditions external to the property, such as a lack of economic demand
or changing property uses in the area, or general national or regional economic
conditions.

To establish the appropriate depreciation to be applied to the subject, the
Marshall Valuation Service has been consulted. This service collates by type of
construction and usage actual case studies of properties to produce market
derived depreciation and remaining life estimates. These studies resulted in
mathematical curves from which the depreciation for any initial life expectancy
can be computed. An additional method of estimating physical depreciation is the
Age/Life Method. This is a method of estimating incurable physical deterioration
as a percentage applied to current replacement or reproduction cost new of the
improvements. The percentage reflects the ratio of estimated effective age to
typical anticipated economic life.

The depreciation estimate for the subject property is based an effective age at
10 years and an expected life of 50 years for the improvements indicating a
depreciation estimate of 20 percent.

Located on the following page is a summary of the replacement cost new,
including depreciation and leasehold land value indication. It indicates an As
Is value of subject property, in leasehold, as follows:

                                   $9,250,000
                                   ==========


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James Ratkovich & Associates, Inc.                                            67
<PAGE>

9900 SW Canyon Road, Portland, OR

                             Replacement Cost Study

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Development Proforma
Shilo Inn, Portland/Beaverton, OR
- --------------------------------------------------------------------------------------------------------------------

<S>                         <C>    <C>          <C>           <C>          <C>              <C>              <C>      
 MVS: Sec. 11, P 17, Class D, Good Current X      Local X     Adj $/sf
 -------------------------------------------      -------     --------
 Base Cost:                 $69.30   1.00          1.09       $75.54

 Hard Costs                         Measure                  $/Measure                           Cost           $/SF
 ----------                         -------                  ---------                           ----           ----
  Building                         91,931 SF                  $75.54       $6,944,192
  Yard Improvements                                                          $250,000
                                                                             --------

 Total Hard Costs                                                                            $7,194,192       $78.26

 Soft Costs
 ----------
 Architectural & Engineering                       8.00%                     $575,500
 Development Overhead                              3.00%                      215,800
 Stabilization & Opening Expenses        25% of annual income                 642,168

 Total Soft Costs                                                                            $1,433,468       $15.59
                                                                                          -------------              

 Total Improvement Costs                                                                     $8,627,660       $93.85

 Entrepreneurial Profit             18.00%                                                   $1,552,979       $16.89
                                                                                          -------------      -------
 Total                                                                                      $10,180,639      $110.74

 Depreciation Adjustment            Age/Life                   % Dep.          $ Dep.
 -----------------------
 Physical                           10/50                      20.00%      $1,725,532

 Total Depreciation                                                                          $1,725,532       $18.77
                                                                                             ----------             
 Project Costs (Depreciated Replacement Cost)                                                $8,455,107       $91.97

 Depreciated Furniture Fixtures & Equipm           142 Units @                 $3,000          $426,000

 Land Valuation                     Acres            SF         $/SF       Land Value             Total
 --------------                     -----            --         ----       ----------             -----
 Site Value in Fee                   3.92       170,755        $6.00       $1,024,530  

 Site Value in Leasehold (Leasehold Interest    170,755        $2.14                           $365,000

 -------------------------------------------------------------------------------------------------------------------
 Indicated Value                                                                             $9,246,107

 Rounded                                                                                     $9,250,000
                                                                                             ----------
 -------------------------------------------------------------------------------------------------------------------
</TABLE>


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James Ratkovich & Associates, Inc.                                            68
<PAGE>

9900 SW Canyon Road, Portland, OR

                           DIRECT COMPARISON APPROACH

The Direct Comparison Approach attempts to estimate the value of the subject
property by comparing sales of similar properties within the market area of the
subject. These sales are inspected, verified as to price, terms and conditions
of the property at the date of sale, location, and income characteristics of the
property. The data are then analyzed and compared to the subject property. The
units of comparison considered significant in determining the subject's market
value are the sale price per square foot and price per unit. In addition, a
Gross Room Revenue Multiplier is derived for use as an additional measure of
value for this approach. The overall rate is also abstracted from the market
data for use in the Income Approach.

A search of the subject's regional market area was conducted to find sales of
generally comparable hotel facilities that have occurred in the recent past. A
summary of the sales that were considered most relevant for this analysis are
summarized on the following page.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            69
<PAGE>

<TABLE>
<CAPTION>
                                         -------------------------------
                                         REGIONAL SUMMARY OF HOTEL SALES
                                         ===============================

========================================================================================================================
                                      Date of      Year     Building     Land       Land/Bldg      No of     Gross    
NO.        LOCATION                    Sale        Built      Area       Area         Ratio        Units    Area/Rm. 
========================================================================================================================

<C>  <S>                              <C>          <C>       <C>        <C>          <C>            <C>       <C>     
1    Comfort Inn                      May-95       1990      30,740      76,405      2.49 :1         58       530     
     13207 NE 20th Avenue                                     Est.                                                   
     Vancouver, WA                                                                                                     
                                                                                                                       
2    Comfort Inn                      Jun-96       1992      34,000      66,646      1.96 :1         64       531    
     8855 SW Citizens Drive                                                                                           
     Wilsonville OR

3    Ramada Inn                       Oct-94       1978      68,410      16,200      0.24 :1        120       570    
     2200 Fifth Avenue                                                                                              
     Seattle, WA                                                                                                    

4    Travelodge                       Jun-94       1961      30,820      56,912      1.85 :1         74       416    
     4715 25th Avenue NE                                                                                                   
     Seattle, WA  

5    West Coast Gateway Hotel         Mar-96       1990      59,074      71,165      1.20 :1        145       407    
     18415 Pacific Highway South                                                                                              
     Seattle, WA                                                                                                          

6    Best Western Hotel               Mar-95       1986      91,618     262,749      2.87 :1        147       623    
     15901 W. Valley Highway                                                                                              
     Tukwilla WA                                                                                                          

<CAPTION>
========================================================================================================================
                                      Sale          Price/       Price/                 Comments      
NO.        LOCATION                   Price         Sq.Ft.        unit                                               
========================================================================================================================

<C>  <S>                             <C>            <C>           <C>         <C>             
1    Comfort Inn                      $2,800,000     $91.09       $48,276     Occupancy reported at 70 percent        
     13207 NE 20th Avenue                                                     ADR @ $46.00. No food and beverage      
     Vancouver, WA                                                            One meeting room, spa, pool, excercise  
                                                                              Located near new mall.    
2    Comfort Inn                                          
     8855 SW Citizens Drive           $2,600,000     $76.47       $40,625     Two-story wood frame motel located      
     Wilsonville OR                                                           in suburban location.                   
                                                                                                                       
3    Ramada Inn                       $8,400,000    $122.79       $70,000     Four-story wood frame and stucco        
     2200 Fifth Avenue                                                        downtown location. Renovated prior    
     Seattle, WA                                                              to sale. $70 ADR estimate.
                                                                 
4    Travelodge                       $4,200,000    $136.28       $56,757     Includes retail building (Blockbuster) 
     4715 25th Avenue NE                                                      ADR est $55.00
     Seattle, WA                                                              Pool, spa.
                                                                                                                    
5    West Coast Gateway Hotel        $11,218,164    $189.90       $77,367     SeaTac Airport location.
     18415 Pacific Highway South                                              All cash sale.
     Seattle, WA                                                              
                                 
6    Best Western Hotel               $5,500,000     $60.03       $37,415     Three story wood frame structure
     15901 W. Valley Highway                                                  includes restaurant, spa, excercise
     Tukwilla WA                                                              room and outdoor pool.
                                 
     Unadjusted Range:                      $60.03      to      $189.90 /Sq.Ft.
                                           $37,415      to      $77,367 /Unit

                                           Mean:       $112.76 /Sq Ft     $55,073 /Unit
</TABLE>


                                                                              70
<PAGE>

                                [GRAPHIC OMITTED]

                                Comparable Sales


                                                                              71
<PAGE>

9900 SW Canyon Road, Portland, OR

                              COMPARABLE SALE NO. 1

                                [GRAPHIC OMITTED]

<TABLE>
<S>                     <C>                         <C>           <C>   <C>   
ADDRESS:                Comfort Inn                 GRANTOR:            Ray Patel, et al.
                        13207 NE 20th Avenue        GRANTEE:            Shree Ram LLC
                        Vancouver, WA
DESCRIPTION:            Two-story wood frame        DOCUMENT #:         Na
                        and stucco limited service  MARKET TIME:        Na
                        hotel                       NUMBER OF UNITS:    58
YEAR BUILT:             1990                        SALE PRICE:         $2,800,000
LOT SIZE:               76,405 S.F.                 SALE DATE:          June 5, 1995
CONDITION:              Average/Good                TERMS:        $350,000 down
QUALITY:                Average                                   seller wrapped existing $1.45M 
                                                                  1st TD with, due in 10 years

BUILDING AREA:          30,740 S.F.                 GROSS INCOME:       $685,540
LAND:BLDG RATIO:        2.49:1                      NET INCOME:         $288,000
PRICE/S.F.:             $91.09                      OVERALL RATE        10.29%
PRICE/UNIT:             $48,276                     GRM:                4.08
FF&E:                   $140,000
</TABLE>

COMMENTS: This property is located at the Vancouver Mall north of Portland
Airport in a newly developing area. It is a newer property in good condition but
round about access. 1994 ADR reported at $46.00 and Occupancy at 70%.


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James Ratkovich & Associates, Inc.                                            72
<PAGE>

9900 SW Canyon Road, Portland, OR

                              COMPARABLE SALE NO. 2

                                [GRAPHIC OMITTED]

<TABLE>
<S>                     <C>                         <C>             <C>       <C>   
ADDRESS:                Comfort Inn                 GRANTOR:        Mahalaxmi Inc.
                        8855 SW Citizens Drive      GRANTEE:        Ganesh Enterprises
                        Wilsonville, OR
DESCRIPTION:            Two-story wood              DOCUMENT #:     9603044444
                        frame limited service       MARKET TIME:    Na
                        hotel
NUMBER OF UNITS:        64
YEAR BUILT:             1992                        SALE PRICE:     $2,600,000
LOT SIZE:               66,646 S.F.                 SALE DATE:      June 19, 1996
CONDITION:              Average/Good                TERMS:          $800,000 down
QUALITY:                Average                                     $1,8M 1st Td Commercial 
                                                                    Bank
BUILDING AREA:          34,000 S.F.                 GROSS INCOME:             $804,825
LAND:BLDG. RATIO:       1.96:1                      NET INCOME:               $310,628
PRICE/S.F.:             $76.47                      OVERALL RATE              11.95%
PRICE/UNIT:             $40,625                     GRM:                      3.23
FF&E:                   $160,000 Est.
</TABLE>

COMMENTS: This suburban property is located near Highway 5 and is a newer
property with good exposure but less than direct access.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            73
<PAGE>

9900 SW Canyon Road, Portland, OR

                              COMPARABLE SALE NO. 3

                                [GRAPHIC OMITTED]

<TABLE>
<S>                     <C>                         <C>             <C> <C>    <C> 
ADDRESS:                Ramada Inn                  GRANTOR:        2200 Fifth Ave. Ltd.
                        2200 5th Avenue             GRANTEE:        Devin Corporation
                        Seattle, WA
DESCRIPTION:            Four-story over parking     DOCUMENT #:         9410280992
                        frame and stucco hotel      MARKET TIME:        6 months
                        with restaurant/lounge      UMBER OF UNITS:     120
YEAR BUILT:             1978                        SALE PRICE:         $8,400,000
LOT SIZE:               16,200 S.F.                 SALE DATE:          October 28, 1994
CONDITION:              Average                     TERMS:          $3,000,000 down
QUALITY:                Average                                     $5,400,000 1st Td Seafirst 
                                                                    Bank
BUILDING AREA:          68,410 S.F.                 GROSS INCOME:              Na
LAND:BLDG RATIO:        0.24:1                      NET INCOME:                Na
PRICE/S.F.:             $122.79                     OVERALL RATE               Na
PRICE/UNIT:             $70,000                     GRM:                       Na
</TABLE>

COMMENTS: This property is located on Fifth Avenue in the Denny Grade area of
downtown Seattle. It was renovated prior to the sale with new lobby, HVAC and
FF&E. Property leases additional parking nearby. Seller leased back property for
10 years, terms unknown. Central city location, average appeal.


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James Ratkovich & Associates, Inc.                                            74
<PAGE>

9900 SW Canyon Road, Portland, OR

                              COMPARABLE SALE NO. 4

                                [GRAPHIC OMITTED]

<TABLE>
<S>                     <C>                            <C>             <C>    <C>    
ADDRESS:                Travelodge                     GRANTOR:        Vincent Hanna Fowler Inv.
                        4715-25 25th Avenue NE         GRANTEE:        P.B. Investments Ltd.
                        Seattle, WA
DESCRIPTION:            One and two-story wood         DOCUMENT #:     9506222113
                        frame and stucco motel         MARKET TIME:    12 month
                        with 6,700 sf retail building
NUMBER OF UNITS:        74
YEAR BUILT:             1961                           SALE PRICE:     $4,200,000
LOT SIZE:               56,912 S.F.                    SALE DATE:      June 22, 1994
CONDITION:              Average                        TERMS:          All cash
QUALITY:  Average
BUILDING AREA:          30,820 S.F.                    GROSS INCOME:          Na
LAND:BLDG RATIO:        1.85:1                         NET INCOME:            Na
PRICE/S.F.:             $136.28                        OVERALL RATE           Na
PRICE/UNIT:             $56,757                        GRM:                   Na
</TABLE>

COMMENTS: This suburban property is located north of the University of
Washington and across from University Village shopping center. The Travelodge
has a detached Blockbuster retail store on the site which enhanced the sales
price. That store is leased at $9,520 per month triple net with 7 years
remaining. Extraction of retail portion value indicates $800,000 based on
capitalization of lease income for 7 years plus reversion on the Blockbuster
lease. Residual to the Motel is $3,400,000 or $45,945 per unit and $110.32 per
square foot.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            75
<PAGE>

9900 SW Canyon Road, Portland, OR

                              COMPARABLE SALE NO. 5

                                [GRAPHIC OMITTED]

<TABLE>
<S>                     <C>                             <C>             <C>   <C>  
ADDRESS:                Westcoast Gateway Hotel         GRANTOR:        Gateway Hotel LP
                        18415 S. Pacific Highway        GRANTEE:        Patriot American Hospitality
                        Sea-Tac, WA                    
DESCRIPTION:            Six-Story, good quality Class   DOCUMENT #:     7110-407                                               
                        B hotel w/ restaurant, lounge   MKTG.TIME::     N/A
                        Pool and spa amenities.         ROOM CT.:       145
YEAR BUILT:             1990                            SALE PRICE:     $11,218,164
LOT SIZE:               71,165 SF (1.63 Acre)           SALE DATE:      March, 1996
CONDITION:              Good                            TERMS:          Cash Equivalent
QUALITY:                Average-Good                    CLASS:          Limited service, upper tier
BUILDING AREA:          59,074 SF                       GROSS INCOME:         N/A
LAND:BLDG RATIO:        1.20:1                          NET INCOME:           N/A
PRICE/SF:               $189.90                         OVERALL RATE          N/A
PRICE/UNIT:             $77,367                         GRM:                  N/A
</TABLE>
                                                      
COMMENTS: This property is located adjacent to the Sea-Tac International
Airport. It has one of the best proximity of the hotels along Pacific Highway.
Constructed of good quality Class B materials. Part of a five property portfolio
sale which included 3 Seattle properties, 1 in Wenatchee, and 1 in California.
Unable to obtain operating data to extract OAR, or revenue/expense ratios.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            76
<PAGE>

9900 SW Canyon Road, Portland, OR

                              COMPARABLE SALE NO. 6

                                [GRAPHIC OMITTED]

<TABLE>
<S>                     <C>                         <C>             <C>       <C>    
ADDRESS:                Best Western Southcenter    GRANTOR:        United States National Bank
                        15901 W. Valley Highway     GRANTEE:        Wen & Liu
                        Tukwilla, WA
DESCRIPTION:            Three-story and one-story   DOCUMENT #:     95-3311394
                        wood frame structures,      MKTG.TIME::     N/A
                        restaurant, pool & spa      No Of Units:    147
YEAR BUILT:             1986                        SALE PRICE:     $5,500,000
LOT SIZE:               262,749 S.F.                SALE DATE:      March 31, 1995
CONDITION:              Average                     TERMS:          Cash Equivalent
QUALITY:                Average
BUILDING AREA:          91,618 S.F.                 GROSS INCOME:             N/A
LAND:BLDG RATIO:        2.87 :1                     NET INCOME:               N/A
PRICE/SF:               $60.03                      OVERALL RATE              N/A
PRICE/UNIT:             $37,415                     GRM:                      N/A
</TABLE>

COMMENTS: This property is regarded as the limited service hotel facility in the
Seattle-Tacoma market area. Located near Freeway across the street from newer
Embassy Suites and north of Residence Inn Hotel in a suburban location. Unable
to obtain operating data to extract OAR, or revenue/expense ratios.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            77
<PAGE>

9900 SW Canyon Road, Portland, OR

DIRECT COMPARISON APPROACH (Continued)

To compare the relevant sales to the subject property, consideration has been
given to such factors as financing, market conditions, conditions of sale and
physical and economic characteristics such as location, quality of the
improvements, age and condition of the improvements, overall size and property
operation levels.

Property Rights Conveyed

This adjustment considers the differences in legal status (interest) between the
subject property and the comparable sales. Specific interests convey different
types of rights in a property that affect value. Property rights can be defined
as fee simple, leased fee and leasehold interests. All the sales used were fee
simple estates and no property rights adjustments are necessary.

Financing Adjustment

Typical income producing property sales transactions involve some combination of
mortgage financing and cash (or equity) transfer. Knowledgeable investors are
aware that the use of mortgage financing will have an effect on the yield to
equity funds. The careful structuring of the mortgage and equity components of a
transaction may produce higher returns to the equity position than the overall
return to the property (positive leverage). This process can work in the
opposite direction when the rate paid for mortgage funds exceeds the overall
rate produced by the property (negative leverage). When the terms of the sale
are atypical, the result may be a price that is higher or lower than that of a
normal market transaction. In this analysis, it is assumed that the subject is
expected to sell for cash or with the prevalent institutional financing terms
available.

The comparable sales have been reviewed in reference to their financing and
typically involved normal or large down payments with the balance typically
financed by the seller or major lending institutions at prevailing long term
rates. No secondary financing was of any particular advantage and was not
considered to affect the sale prices. Based on an analysis of the financing
terms of the comparable sales, no adjustments were required and the sales are
all cash equivalent.

Conditions of Sale

The comparables were reviewed for their conditions of sale surrounding the
transactions. Sale 4 has a retail store on site that is estimated to contribute
approximately $800,000 which results in an adjusted price to the hotel property
of $3,400,000 or $45,945 per room. Sale 5 sold to the same buyer as part of a 5
property portfolio sale. However, the prices were established for each of the
sale properties separately and no adjustment is necessary. The other sales are
not considered to require any conditions of sale adjustments since the sales
prices were all based on market value with no unusual conditions surrounding the
transactions.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            78
<PAGE>

9900 SW Canyon Road, Portland, OR

DIRECT COMPARISON APPROACH (Continued)

Market Conditions

The next adjustment to the comparables is to determine any change in value
associated with the passage of time. Due to changes in market conditions between
the date of sale and the date of valuation, an adjustment must be made to
compare the comparable sale to the subject. Changes in the market conditions
often result from various causes such as inflation, deflation, changing demand
or supply and changes in the general economy. It is noted that the adjustment is
not for the passage of time itself, but for the changes in market conditions
that have occurred over the time period in question. The best indication of
value change over time is the sale and resale of the same property. The sales
used occurred between mid 1994 and mid 1996, under similar market conditions as
exist for the subject valuation. No market conditions adjustments are warranted.

Locational, Quality, Age and Condition and General Adjustments

The sales used indicate a range between $60.32 to $189.90 per square foot. They
range between $37,415 to $77,367 per unit. The sales occurred between June 1994
and June 1996 and are the best available sales comparables for use in comparison
to the subject property due to their generally similar physical and economic
characteristics.

It is noted here that we reviewed several motel/hotel sales in the local market
area which occurred in the past two years and found most to have sold at prices
below the low end of the above range. Many of those properties are locally
oriented, poorly performing properties which did not represent viable investment
alternatives to the subject and thus they were not included in our analysis. We
had to broaden our search to a regional market since we considered the subject
property to have a regional investment and market appeal. While the sales used
are not direct comparables to the subject property, generally being in urban
locations and larger market areas, they are the best indicators of the subject's
value due to its economic and market characteristics which are more similar to
the sales used than to local sales, and due to its regional identity as part of
the regional chain with a good reputation and an established guest following.

Since the validity test for all adjustments in the sales comparison approach is
what the market reaction to differences will be, we conclude that the market's
reaction to one property over another is ultimately reflected in its stabilized
operating performance. Market preferences for dozens of amenities and
characteristics including neighborhood/location, pool/spa's, exercise rooms,
restaurants, shuttle services, continental breakfasts, free movie channels etc.
are all expressed in the economic productivity of the going concern. The better
the amenity mix the more the property generates. Conversely, if the operations
and facilities fail to meet local standards and customer preferences, this will
be reflected in a lower economic performance.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            79
<PAGE>

9900 SW Canyon Road, Portland, OR

DIRECT COMPARISON APPROACH (Continued)

Therefore, individual adjustments for property characteristics are not even
attempted here. Developing statistical correlation to determine the relative
contribution to total property value of various amenities or locational
characteristics would become absurdly complex. Instead we focus on the range of
values indicated on a per unit basis and on the value indicators that indicate
economic productivity and return potential. These are the gross revenue
multiplier (GRM) and the overall capitalization rate (OAR).

Gross Revenue Multipliers

We were careful to select our primary comparable sales from within the general
region of the subject property where similar economies and social factors impact
value. However when we attempted to verify income and operating expense
information for the sales referenced herein we were only able to confirm data
for two of the six sales profiled here. This is simply too small a sampling to
develop reliable GRM and OAR indicators for estimating values through the Sales
Comparison Approach. Therefore we have summarized these sales together with four
other supplementary sales for which income/expense data and GRM/OAR indicators
could be extracted and verified. These sales are summarized on the table on the
previous page.

These sales represent a broader cross-section of hotel properties encompassing
limited and full service properties, and include some middle and upper tier
market operations. The best GRM value indicators for the subject property are
indicated by Sale Nos. 1 through 4 which suggest GRM's in the high 3 and low 4
times. We have estimated a GRM of 4.0 as applicable to the subject property
which indicates a value of:

                             $2,568,673 GRM x 4.0 =       $10,274,692

                             Rounded                      $10,275,000

Value Per Unit

Recognizing that these indicators yield somewhat divergent values, we must point
out that without a highly detailed, multi-factorial quantitative adjustment
process, the sales comparison approach is going to yield the most divergent
array of value indicators of the three approaches. Attempting to apply
"reasonable" adjustments injects so much subjectivity into the analyses that we
conclude the principal benefits of the direct sales comparison approach are
diagnostic rather than projective. They may reveal operating, economic and
functional anomalies of the subject property but in the end prove marginal at
actually predicting value.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            80
<PAGE>

                                   ------------------------
                                   SUPPLEMENTAL HOTEL SALES
                                   ------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                          Date of   Year    Building     No of    Gross                  Sale       Price/  Price/
No.   LOCATION             Sale     Built    Area        Units   Revenue      NOI       Price       Sq. Ft.  Unit     GRM    OAR
- ------------------------------------------------------------------------------------------------------------------------------------

<S><C>                     <C>     <C>      <C>  <C>     <C>  <C>         <C>         <C>          <C>      <C>       <C>   <C>     
1  Comfort Inn             May-95   1990     30,740       58    $685,540    $288,000   $2,800,000   $91.09  $48,276   4.08  10.29% 
   13207 NE 20th Avenue                                  
   Vancouver, WA                                         
                                                        
2  Capital Inn/Days Inn    Jan-95   1990     29,949       81    $778,745    $373,765  $S3,320,000  $110.86  $40,988   4.26  11.26%
   120 College Street                                    
   Lacey WA                                              
                                                        
3  Quality Inn             Oct-95  1977/86   29,200       73   $S685,200    $293,760   $2,625,000   S89.90  $35,959   3.83  11.19%
   1545 NE Burnside                                      
   Gresham OR                                            
                                                        
4  Comfort Inn             Jun-96   1992     34,000       64    $804,825    $310,628   $2,600,000   $76.47  $40,625   3.23  11.95%
   8855 SW Citizens Drive                                  
   Wilsonville OR                                     
                                                      
5  Ameritel Inn            Jun-96   1991     48,966       94  $1,652,218    $823,838   $6,110,000  $124.78  $65,000   3.70  13.48%
   Confidential                                        
                                                       
                                                      
6  Bellevue Hilton         Aug-95   1979    122,369      180  $3,945,000  $1,107,000  $12,300,000  $100.52  $68,333   3.12   9.00%
   100 112th Street NE                              
   Bellevue WA                            

                                Mean:                                                               $98.93  $49,863   3.70  11.19%

   Unadjusted Ranges:          $76.47   to   $124.78 /Sq.Ft.
                              $35,959   to     $68,333 /Unit
                                 3.12   to          4.26 GPM
                                 9.00%  to        13.48% OAR
</TABLE>


                                                                              81
<PAGE>

9900 SW Canyon Road, Portland, OR

DIRECT COMPARISON APPROACH (Continued)

The primary sales comparables most similar to the subject in geographic
proximity, size, type of operation and age are Sales Nos. 1, 2, 4, and 6. These
sales suggest values in the mid 40,000's per unit. However, these properties are
priced at a lower daily rate and achieve lower occupancies which requires us to
be above that range. Sale Nos. 3 and 5 indicate a value range of $70,000 and
$77,367 per unit and represent more similar economic characteristics. Given the
age and overall condition of the subject we conclude that the subject is near
the mid $70,000 per room. Therefore, we conclude on a value of $75,000 per room
or:

                   142 Units @ $75,000 per Unit = $10,650,000

                             Conclude @ $10,650,000

Correlation of Value

The two units of comparison applied indicate a range of value for the subject
property between $10,275,000 and $10,650,000. We have selected a value
indication at the middle of the two indications, less the ground leased fee
interest of $660,000, calculated in the Land Valuation section of this report,
to indicate a leasehold interest as follows:

                         Indicated Value in Fee                    $10,500,000
                         Less Leased Fee Interest                  $   660,000
                                                                   -----------
                         Indicated Value Leasehold                 $ 9,840,000

                             Conclude                   $9,840,000
                                                        ==========


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James Ratkovich & Associates, Inc.                                            82
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9900 SW Canyon Road, Portland, OR

                                 INCOME APPROACH

The Income Approach is premised upon the principle of anticipation which holds
that value is determined by the present worth of the anticipated future
benefits. These benefits in the case of an income producing property are the net
cash flows, the reversion at the end of the holding period, and the inherent tax
benefits afforded an owner of income property.

In this approach, the value is estimated by the capitalization of the expected
future net income. Capitalization is the process of converting an income stream
into a single capital value. This is the amount that a prudent, typical informed
purchaser would pay as of the valuation date for the right to receive the
forecast net income over the specific period.

In order to make relatively accurate income and expense projections for the
subject property, we have relied on the subject's actual operating history for
the past three years, plus the trailing 12 months ended August 1996. We also
relied on market conditions, lodging industry reports and our survey of lodging
competition in the subject's area. We also analyzed local industry trends from
Star Reports as prepared by Smith Travel Research.

As a part of our analysis to develop the potential gross income of the subject,
the appraiser has conducted a survey of hotel facilities considered to be
competitive with the subject property. The survey focused on hotels which are
considered to be primary competition to the subject. These hotels are summarized
on the following page.


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James Ratkovich & Associates, Inc.                                            83
<PAGE>

9900 SW Canyon Road, Portland, OR

                          SUMMARY OF COMPETITIVE HOTELS

                                NO OF           RACK 
NO.   LOCATION                  ROOMS           RATE             COMMENTS
- --------------------------------------------------------------------------------
1.    Greenwood Inn             250             $107   Single King/Double Double
      10700 SW Allen                            $107   Kitchenette/Murphy Bed
      Beaverton, OR                             $67    Weekend Rate

The Greenwood Inn is a full-service motel which includes the Pavillion Bar and
Grill and restaurant. This facility has extensive meeting rooms, 2 outdoor pools
and spa. The property was developed approximately 25 years ago and remodeled
within the last few years. Overall quality and condition is good. It is located
near the Highway 217/SW Allen Boulevard interchange. Access is good. Occupancy
is estimated at 60-65%.

2.    Embassy Suites            354             $119 - $134   Single King Suite
      9000 SW Washington Square Road            $119 - $194   Double Queen Suite
      Tigard, OR                                $10 each additional person

This Embassy Suites was constructed in 1987 and is in good condition. It is
located north of Washington Square Mall, off Highway 217. It contains 354
all-suite rooms. Each room has wet bar, microwave and refrigerator. There is a
separate living room with pull-out sofa. Each guest receives a complimentary
made-to-order breakfast and free drinks during the cocktail hour. There is an
indoor sauna and jacuzzi. This property has a full-service restaurant and
lounge. Occupancy is estimated at 65-70%.

3.    Courtyard                 149             $89           Single King
      8500 SW Nimbus Drive                      $99           Double Queen
      Beaverton, OR                             $102 - 112    Suite

This is a Marriott Courtyard which was constructed in 1984 in excellent
condition. This is a full-service facility geared toward the business traveler.
There is a restaurant, indoor pool, fitness center and jacuzzi. Most rooms have
microwaves and refrigerators. Occupancy is estimated at 70% on an annual basis.

There are no other full-service hotel/motels in the vicinity of comparable age,
condition and quality to compare to the subject. A Phoenix Inn has been
constructed within the last year south of Washington Square Mall. There is no
restaurant or convention facilities. Room area all classified as mini-suites,
with room rates ranging from $82 to $97.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            84
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9900 SW Canyon Road, Portland, OR

SUMMARY OF COMPETITIVE HOTELS

4.    Subject Shilo Inn         142             $89 - $115    Single King
      9900 SW Canyon Road                       $79 - $99     Single Queen
      Portland, OR                              $89 - $105    Double Queen
                                                $99 - $189    Full Suite

Commercial rates are approximately 20% less on selected rooms.

The subject is a full-service motel with outdoor pool/spa. There is a
restaurant, lounge and sports bar, as well as five meeting rooms and a variety
of room types. Overall quality and condition is good. Motel guests receive a
complimentary breakfast buffet. Most rooms have microwaves and refrigerators.
Access to Highway 217 and downtown Portland is good, as well as Washington
Square Mall, area restaurants and support services. Occupancy has ranged from
51% to 63% over the past four years. The last two years operations indicates
occupancy of 58% and 63%. Average daily room rates have increased from $70.82 to
$74.78 over the last two years.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            85
<PAGE>

9900 SW Canyon Road, Portland, OR

                              COMPETITIVE MOTEL MAP

                               [Graphic Omitted]


- ----------------------------------
James Ratkovich & Associates, Inc.                                            86
<PAGE>

9900 SW Canyon Road, Portland, OR

                             COMPETITIVE MOTEL NO. 1

================================================================================

                               [Graphic Omitted]

================================================================================

                             COMPETITIVE MOTEL NO. 2

================================================================================

                               [Graphic Omitted]

================================================================================


- ----------------------------------
James Ratkovich & Associates, Inc.                                            87
<PAGE>

9900 SW Canyon Road, Portland, Or

                             COMPETITIVE MOTEL NO. 3

================================================================================

                               [Graphic Omitted]

================================================================================


- ----------------------------------
James Ratkovich & Associates, Inc.                                            88
<PAGE>

9900 SW Canyon Road, Portland, OR

                           COMPETITIVE MARKET OVERVIEW

The subject property is located in a steadily developing area with strong local
and regional consumer interest in the southwest Portland metropolitan area.
There are several local, regional and national companies located within the
general area, including Nike, Intel, General Motors, which create additional
commercial service demand for lodging facilities to house visiting business
people. Some tourist demand also contributes to the local hotel/motel demand.
The proximity of Washington Square, as well as the companies mentioned above,
place the subject property in a favorable location due to access from Highway
217 and Interstate 5.

The subject property is a full-service facility with a few competitors located
within the general area. The previously mentioned facilities are considered to
comprise the majority of the subject competition. In addition to these
facilities, there are several limited-service hotels in the area, including two
Phoenix Inns, Pepper Tree Inn, and another Shilo Inn near Washington Square.
While these are located in the subject area, they are not considered to be
competitive due to their inferior services and limited services. The subject
property attracts business travelers, as well as meeting delegates, commercial
and governmental guests. The subject property provides services and facilities
demanded by the business traveler and casual tourist requiring a full-service
hotel.

The following summarizes the competitive facilities in the subject area:

        Property                            Number of Rooms      Facility Type
        --------                            ---------------      -------------
        Phoenix Inn - Tigard                           56        Limited
        Phoenix Inn - Lake Oswego                      62        Limited
        Quality Inn - Tigard                          118        Limited
        Pepper Tree Inn - Beaverton                    73        Limited
        Shilo Inn - Washington Square                  77        Limited
        Greenwood Inn - Beaverton                     250        Full Service
        Embassy Suites - Tigard                       354        Full Service
        Courtyard - Beaverton                         149        Full Service
        Subject Shilo Inn - Portland                  142        Full Service
                                                     ----
               Total Rooms:                         1,281

The Inn at Exit 290 (Best Western) is located near the Quality Inn in Tigard.
This is an older facility which is undergoing substantial renovation,
anticipated to be completed in the Spring of 1997. Due to its age and condition,
this property is not considered to compete. Both this property and the Quality
Inn are more geared toward transient guests utilizing Interstate 5.

The subject property represents 11% of the rooms in the general area and 16% of
the competitive rooms in the subject area. It has increased its occupancy from
41% in 1993 to 63% as of August 31, 1996. Occupancy for 1996 is projected to be
66%. Analysis of the area reveals that there is minimal comparable land
available for development of more rooms which would compete with the subject.
Therefore, based upon the location, management, current room rates and
competition, it is estimated that the subject property can easily maintain its
current market share, with occupancy ranging from 63% to 65%.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            89
<PAGE>

- --------------------------------------------------------------------------------
- ------------------------      SHILO INN                                         
# of Rooms        142         9900 SW Canyon Road                   Ground Lease
- ------------------------      Portland/Beaverton, OR                            
- ------------------------
Building Area  91,931 sf

                     ---------------------------------------
                     RECONSTRUCTED HISTORICAL OPERATING DATA
================================================================================

<TABLE>
<CAPTION>
                                                                                                                                  
                                    1993                             1994                             1995                        
==================================================================================================================================
Occupancy Rate                      41.00%                           47.00%                           44.00%                      
Average Room Rate                   $56.76                           $52.00                           $52.28                      
- ----------------------------------------------------------------------------------------------------------------------------------
REVENUES                         % Total   Per Room                % Total     Per Room             % Total     Per Room 
                                 -------   --------                -------     --------             -------     -------- 
<S>                               <C>          <C>     <C>         <C>           <C>      <C>       <C>           <C>      <C>    
  Room Rentals                  $1,176,355     94.1%    $8,284   $1,718,670      94.9%   $12,103  $2,080,322      95.1%   $14,650 
  Restaurant                        36,379      2.9%      $256       34,029       1.9%      $240      42,160       1.9%      $297 
  Telephone                         31,023      2.5%      $218       46,016       2.5%      $324      54,943       2.5%      $387 
  Other Income                       6,916      0.6%       $49       12,242       0.7%       $86      11,177       0.5%       $79 
- ----------------------------------------------------------------------------------------------------------------------------------
Total Revenue                   $1,250,673    100.0%    $8,808   $1,810,957     100.0%   $12,753  $2,188,602     100.0%   $15,413 

EXPENSES
Departmental Expenses
  Rooms Department                 319,022     25.5%    $2,247      389,674      21.5%    $2,744     465,794      21.3%    $3,280 
  Food & Beverage                    3,295      0.3%       $23        1,888       0.1%       $13       2,214       0.1%       $16 
  Telephone                         26,685      2.1%      $188       32,569       1.8%      $229      31,559       1.4%      $222 

Undistributed Operating Expenses
  Administrative & General         108,782      8.7%      $766      121,705       6.7%      $857     117,770       5.4%      $829 
  Management                        62,534      5.0%      $440       90,548       5.0%      $638     109,430       5.0%      $771 
  Marketing                        118,332      9.5%      $833      213,881      11.8%    $1,506     265,285      12.1%    $1,868 
  Utilities                         93,596      7.5%      $659       84,309       4.7%      $594      69,942       3.2%      $493 
  Property Operations & Maintenance 74,865      6.0%      $527      102,285       5.6%      $720     109,210       5.0%      $769 
  Capital Expenditures              38,819      3.1%      $273       61,340       3.4%      $432      36,935       1.7%      $260 
  Miscellaneous                      3,788      0.3%       $27        4,358       0.2%       $31       3,907       0.2%       $28 

Fixed Charges
  Property Tax & License            59,176      4.7%      $417       49,608       2.7%      $349      45,412       2.1%      $320 
  Insurance                         12,690      1.0%       $89        8,652       0.5%       $61      13,306       0.6%       $94 
  Ground Rent                       38,714      3.1%      $273       50,213       2.8%      $354      50,213       2.3%      $354
- ----------------------------------------------------------------------------------------------------------------------------------
Total Expenses                    $960,298     76.8%    $6,763   $1,211,030      66.9%    $8,528  $1,320,977      60.4%    $9,303 

NET OPERATING INCOME              $290,375     23.2%    $2,045     $599,927      33.1%    $4,225    $867,625      39.6%    $6,110 
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                  Trailing 12
                                  Months 8/96
================================================================
Occupancy Rate                        63.00%
Average Room Rate                     $74.78
- ----------------------------------------------------------------
REVENUES                                       % Total  Per Room
                                               -------  --------
  Room Rentals                    $2,332,202      95.3%  $16,424
  Restaurant                          44,300       1.8%     $312
  Telephone                           59,504       2.4%     $419
  Other Income                        11,712       0.5%      $82
- ----------------------------------------------------------------
Total Revenue                     $2,447,718     100.0%  $17,237

EXPENSES
Departmental Expenses
  Rooms Department                   519,471      21.2%   $3,658
  Food & Beverage                      4,028       0.4%      $28
  Telephone                           41,399       127%     $292

Undistributed Operating Expenses
  Administrative & General           122,412       5.0%     $862
  Management                         122,386       5.0%     $862
  Marketing                          244,666      10.0%   $1,723
  Utilities                           78,703       3.2%     $544
  Property Operations & Maintenance  111,059       4.5%     $782
  Capital Expenditures                36,189       1.5%     $255
  Miscellaneous                        3,907       0.2%      $28

Fixed Charges
  Property Tax & License              40,811       1.7%     $287
  Insurance                           13,606       0.6%      $96
  Ground Rent                         65,876       2.7%     $464
- ----------------------------------------------------------------
Total Expenses                    $1,404,513      57.4%   $9,891

NET OPERATING INCOME              $1,043,205      42.6%   $7,347
- ----------------------------------------------------------------


                                                                              90
<PAGE>

9900 SW Canyon Road, Portland, OR

INCOME APPROACH (Continued)

Occupancy and Room Revenue Estimates

The subject's reconstructed historical operating summary, as provided by the
Shilo Inn, is located on the previous page. Occupancy changed from 59 percent in
1993 to 58 percent in 1994, to 63 percent in 1995 and are 61 percent for the
trailing 12 months. The average daily room rate has increased from $53.77 in
1993 to $62.15 in 1996. We expect the subject property to maintain its operation
within this range of the market for the foreseeable future.

The Smith Travel Research report located in the addenda indicates that occupancy
market wide has increased from 62.9 percent in 1993 to 64.8 percent in 1994 to
67.5 percent in 1995 and is achieving 70.3 percent in the first nine months of
1996. The average daily rates have similarly increased from $55.14 in 1993 to
$66.07 in 1996. These figures reflect support for the subject's operations

Based on our analysis of the competitive market area and the subject's
operations, it is our opinion that the subject will maintain average occupancy
rate of 63 percent per year. An average daily rate of $60 for year one,
projected to increase at an annual rate of 3 percent per year.

Other Revenues

Other revenues include telephone income, estimated at 2.8 percent of room
revenues and miscellaneous other income from vending machines and similar items,
which is estimated at 0.5 percent of room revenues. The subject's history is the
best indicator of these revenue.

EXPENSE ANALYSIS

In addition to the subject's actual historical operating data, previously
presented, we have reviewed expense data as reported in Trends by PKF
Consulting, and Star Travel Research which are both located in the addenda.

Departmental Expenses

Rooms

Room expenses include salaries, wages, payroll taxes and fringe benefits for
front desk staff and housekeeping personnel; general hotel expenses (excluding
franchise fees); guest room supplies; cleaning supplies; laundry, linen;
reservations/booking expenses; travel agent commissions; and numerous other
small expense categories. PKF industry standards indicate a range from $3,166 to
$3,950 per room. Star Research reports rooms department expenses to range from
$3,208 to $4,432. The subject's reconstructed historical data indicates a range
from $2,247 to $3,658 per room. We have projected $3,500 per room for
departmental room expense which supported by the subject's actual historical
performance and industry averages.


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James Ratkovich & Associates, Inc.                                            91
<PAGE>

9900 SW Canyon Road, Portland, OR

INCOME APPROACH (Continued)

Telephone

Telephone expenses include monthly service charges, local and long distance
charges billed by the phone company. The subject property utilizes a discount
rate long distance provider which bills in six second increments, and offers
discounted long distance rates. Although the ratio of phone revenues to expenses
are in line with the industry standard at about 2:1, these operations comprise a
small percentage of revenue. We have utilized an expense ratio of 45 percent of
telephone revenues based on historical data.

UNDISTRIBUTED OPERATING EXPENSES

These expenses reflect the expenses and fixed overhead items which are not
attributable to any specific activity or profit center but are required to
maintain the going concern operation. These include Administrative and General
Expenses; Franchise Fees; Marketing and Guest Entertainment costs; Property
Operation and Maintenance Costs; Energy / Utility Costs and miscellaneous other
unallocated departmental costs.

Administrative and General

These expense items include: administrative staff salary/wages, payroll taxes
and benefits; bookkeeping and accounting; vehicle expenses; credit card
commissions; office supplies; printed materials; postage; professional and legal
fees; contract security; and owner/manager travel expenses, and bad debt
write-offs. PKF reveals that industry standards for administrative and general
expenses in the two property categories we compared the subject to ranged from
7.8% to 9.0%. Smith Travel indicates this expense to range from 9.1% to 9.4% for
the subject's categories. The subject expended between 5.0% and 8.7% for G&A
over the past four years. We conclude that the most subject's actual experience,
with some consideration to industry averages, is the best indicator of this
expense and have selected 5.0% for our projections.

Management Fees

The subject property is owner operated and the primary compensation paid to the
owner managers comes in the form of profit distributions. A portion of the
executive management compensation is also accounted for in Administrative
salary/wages which are also somewhat below industry averages by several
measures. A typical market derived management fee for an operation such as the
subject should run at least 3.0%-5.0% according to most reliable sources. PKF
industry standards indicate a range for management of 2.8% to 3.1%. Smith Travel
indicates 2.8% to 3.8% for management expense in the subject's categories. The
subject has a 5 percent internal accounting management fee. We have utilized a
management fee of 5.0 percent for our projections which is above industry
standards.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            92
<PAGE>

9900 SW Canyon Road, Portland, OR

INCOME APPROACH (Continued)

Franchise and Marketing Expense

Franchise and marketing expense includes charges for regional or national chain
affiliations or franchise, expenses for advertising, promotional literature and
activities. Historically the subject has expended between 9.5% to 11.8% for
advertising and there is no franchise fee since the subject is company owned.
PKF industry standards indicate advertising expense to range from 3.7% to 3.9%
and franchise fees to range from 0.9% to 1.9%. Smith Travel indicates 3.7% to
6.6% for advertising and 1.7% to 3.5% for franchise fees. Despite the current
level of the subject's expenditures, we used the industry standards for our
projections, since we look at typical owner requirements rather than Shilo's
actual corporate profile. We have utilized a rate of 3.0% for franchise and 5.0%
for marketing, for a total of 8%, based on our estimate of the appropriate costs
for the subject property to continue to perform at current levels.

Energy / Utility Costs

Expenses in the Energy/Utility category are highly consistent over the previous
four years of operation. We note that the Pacific Northwest has the lowest
energy costs of any region of the US because of the relative abundance of
hydroelectric power. The subject has expended between 3.7 to 3.9 percent in
utility expenses in the past four years. PKF industry standards indicate a range
from 3.9 to 5.0 percent and Smith Travel indicates a range from 4.8% to 6.3%. We
have utilized 3.8 percent for our analysis based on the subject's historical
data.

Property Operations and Maintenance

This category includes automotive maintenance; Building expenses; computer
equipment and software systems; Copy Machine/Fax machine maintenance;
maintenance contracts; grounds maintenance; painting and decorating; swimming
pool/spa maintenance contracts; TV repairs; tools and other miscellaneous
expenses. The subject has historically spent between 4.5 and 6.0 percent for
repairs and maintenance which includes some capital improvements expenses. PKF
industry standards indicate a range from 4.5 to 6.2 percent and Smith Travel
indicates 4.2% to 5.2% for this item. We have utilized a rate of 4.5 percent
based on the subject's most recent historical data and industry standards.

FIXED CHARGES

Property Taxes

According to the Grant County Assessor, the subject's current property taxes are
$49,012. Taxes are based on six year cycle assessments with annual adjustments
by the assessor. A sale does not trigger a reassessment. We expect future
assessment increases to be in line with historical increases. Property taxes for
the subject property are estimated at $52,500 in our projections to account for
personal property taxes.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            93
<PAGE>

99090 SW Canyon Road, Portland, OR

INCOME APPROACH (Continued)

Property Casualty Insurance

Insurance has been consistent during the last four years between 0.5 and 1.0
percent of total revenue which is slightly below the 1.0% to 1.2% level
suggested by the industry standard data. A one year premium for fire and
extended coverage and liability has been estimated at 0.55 percent. Industry
averages are above the actual history of the subject but these are a general
indicator overall, highly dependent on location and negotiations. In the final
analysis we relied on the subject's history.

Ground Lease Payment

The ground lease is a 30 year, 5 month lease which commenced in August 1988 and
extends through December 2018. The rent under the lease is based on 3.1284
percent of gross revenues generated from operations, less taxes, and is paid
partly by the subject hotel and partly by the Deli/Mart lessee as part of the
terms of their lease. The rent in 1995 was $43,362 paid by the subject hotel and
$9,256 for the Deli/Mart, for a total of $52,618. We have projected the ground
lease rent applicable to the subject property based on 3.1284 percent of gross
revenue less taxes paid.

Replacement Reserves

The short-lived building components and equipment which require replacement and
for which a reserve account should be set up consist of roof covering, floor
covering, draperies, water heaters, air conditioning systems and other
mechanical systems servicing the buildings and other capital expenditures. Since
these expenses are bound to occur, we have accounted for this expense item as a
percentage of total revenue. Some of the replacement items are included in
normal maintenance, supplies and room expense items.

The International Society of Hospitality Consultants released a comprehensive
study in 1995 which examined historical industry-wide CapEx expenditures for the
10 year period from 1983 through 1993. The study, funded by 16 high profile
national and international hospitality management companies, lenders and hotel
operators concluded that the historical convention of reserving only 2%-3% of
gross revenues was inadequate for funding the actual capital outlays required to
maintain a property in a typically competitive market. They concluded that
capital expenditures for limited service properties averaged 3.7%.

They also noted that CapEx expenditures increased significantly as a hotel ages
with a spike every 7 to 9 years when major renovations of guest rooms and public
areas are required. They pointed out that properties in their survey data built
before 1981 averaged CapEx outlays of 9.6% of annual gross revenue. What this
clearly reveals is that historical reserves have been grossly underestimated and
have caused financial distress for both financiers and operators of hotel
properties. The bottom line of the study is that properties over 7 to 8 years
old, and certainly those over 10 years old will require reserves of roughly 2.5
times to 3.0 times the traditionally accepted reserve allowance. For upper-tier,
limited service properties and lower-tier, full service


- ----------------------------------
James Ratkovich & Associates, Inc.                                            94
<PAGE>

9900 SW Canyon Road, Portland, OR

INCOME APPROACH (Continued)

Capitalization Analysis

properties this will equate to a total CapEx reserves of 4%-5% at a minimum,
depending on age, method of construction, historical occupancy/use levels and
prior CapEx investment.

We have divided reserves charges into two categories: Furniture, Fixtures &
Equipment and Improvement Reserves. The furniture, fixtures and equipment used
in the operations of the subject property is charged at a rate of 3.0 percent of
total revenue based on industry standards and our estimate of the useful life of
the subject's FF&E. The improvements reserve for replacement expense is
estimated at 2.0 percent of total revenue.

Direct Capitalization: This technique employs the use of an overall rate. This
is an annual percentage rate that expresses the relationship between net
operating income and the present worth of the property. The term overall rate
reflects the fact that the rate incorporates capital appreciation or
depreciation along with a return on net income. The overall rate must represent
what informed, prudent and rational investors are requiring and obtaining for
similar, competitive properties in the current market.

Overall Rate Derivation / Direct Capitalization: The first estimate of value we
develop through the Income Approach is developed with the Direct Capitalization
Technique, which utilizes the overall capitalization rate. This is an aggregated
rate that expresses the relationship between a single year's stabilized net
operating income, and the present worth of the property. The term overall
capitalization rate, or simply, overall rate (OAR), indicates that the rate
encompasses all market derived return requirements including capital
appreciation or depreciation, a baseline return on net income, plus any risk
related return premiums dictated by the market's perception of the risk elements
attendant to ownership and operation. The overall rate should represent the
income to value ratio that typically informed, economically motivated, prudent
and rational investors would require and obtain, when investing in similar,
competitive properties in the current market.

Ideally, the market transactions referenced in the overall rate derivation
should be open market sales of regionally competitive hotel properties, with
generally similar income streams and expense ratios. The summary contained in
the Direct Comparison Approach indicates overall rates derived from only two of
the primary market comparable sales. A Supplemental Summary of Hotel Sales has
also been produced to show the overall rates indicated in a variety of other
hotel sales in a broader survey of the Pacific and Inland Northwest.

The sale of the Bellevue Hilton, which sold in August 1995, indicated an overall
rate of 9.00%. This was the lowest OAR and it could be regarded as anomalous,
relative to the other market indicators and investors surveys compiled by us. We
surmise that the price may have reflected substantial unrealized income
potential or operating economies not superficially obvious from the reported
data.


- ----------------------------------
James Ratkovich & Associates, Inc.                                            95
<PAGE>

9900 SW Canyon Road, Portland, OR

INCOME APPROACH (Continued)

The balance of the supplemental sales suggested OAR's ranging from the low 10 to
high 11 percent except for Supplemental Sale No. 5, the Ameritel Inn, which
reported an OAR of 13.48% Although the price/unit appears to fall within the
range of the other surveyed transactions, the OAR of Sale No. 5 appears well
above the indicated range for a property of it's age, and apparent quality. We
are, therefore, disinclined to emphasize the OAR of this sale as an indicator
for the subject

Capitalization Analysis

National Investor Surveys compiled from a variety of respected industry sources
provide additional insight into investor expectations and underwriting
assumptions which may me relevant to the analysis of the subject. For reader
convenience we have compiled a survey of the surveys which is presented on the
following page. The Korpacz Real Estate Investor Survey, Third Quarter 1996,
indicates the average free and clear equity overall rate for hotel properties is
12.75 percent, as compared to 12.53 percent for the previous quarter and 12.79
percent a year ago.

According to the First Quarter 1996, National Investor Survey conducted by CB
Commercial, going in cap rates for Class A, Full Service Hotel properties ranged
between 8.00% and 12.00% and average 10.30%. Class B, Limited Service Hotels
ranged from 9.00% to 13.00% and averaged 11.30%. Our classification of the
subject as an upper tier Limited service, or lower tier full service hotel
suggests an OAR in the low 11% range.

According to the First Half 1996, Hotel Investment Outlook prepared by Landauer
Hospitality Services, going in cap rates for Class A, Full Service Hotel
properties ranged between 7.00% and 13.00% and averaged 9.75%. Class B, Limited
Service Hotels ranged from 10.00% to 14.00% and averaged 11.55%. Again, our
classification of the subject as an upper tier Limited service, or lower tier
full service hotel suggests an OAR in the low 11% range.

According to TransActions 1995 Recap, published by Hotel Motel Brokers of
America the Mountain Pacific Region had an average overall rate of 12.7 percent
for all hotels and ranged between 9.4 and 14.5 percent. These sales totaled 38
hotels with an average 66 units per hotel. They had an average occupancy of 55.2
% and an average daily rate of $42.68. which is lower than the subject's
operating levels. Nationally the rates ranged from 9.1% to 14.8%, and averaged
11.80% for all HMBA transactions. We observe that HMBA member brokers were
primarily involved in sales of individually owned properties and not the larger
institutional, and multi-property transactions included in the survey results
compiled by the national consulting firms. We think the HMBA transactions may
represent a slightly lower grade of properties than the subject property.


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James Ratkovich & Associates, Inc.                                            96
<PAGE>

9900 SW Canyon Road, Portland, OR

INCOME APPROACH (Continued)

Capitalization Analysis

PKF Consulting, one of the most respected names in the hospitality industry
identifies OAR's ranging from 8.00% to 11.30% for Class A properties and an
average of 10.88%. Class B properties range from 8.50% to 14.50%, averaging
11.76%. Their results are consistent with the other industry consultants cited.

OAR Conclusion / Indication of Value

In attempting to select an appropriate OAR for the direct capitalization value
work up for the subject we have considered the following:

o The subject property is a middle tier, limited-service property defined by its
  franchise flag and has a high level and quality of operations and other guest
  amenities relative to its competitive market. 

o The subject property is 25 years old hotel which is proposed for cyclical
  renovations.

o The current competitive position of the subject in its market area is fairly
  strong in its niche as new competition will likely be impeded by development
  costs and restrictive market conditions for new development.

Based on these factors, our Direct Sales Comparison Analyses and our survey of
hospitality industry consultants, we conclude that the appropriate OAR for
developing a value estimate for the subject property through the Direct
Capitalization Technique is 10.50%. Dividing the projected stabilized Net
Operating Income by the selected OAR yields an indication of fee simple value
for the going concern operation, as of the current appraisal date in the amount
of:

                                   $10,189,278
                                   ===========

Yield Capitalization / Discounted Cash Flow Analysis

A discounted cash flow analysis has been made on the premise that the value of
the subject property is represented by the present worth of the anticipated
future net income stream. The projected income stream is based on an analysis of
the quality, as well as the quantity and duration, of the income expectancy.
This income stream is discounted to present value using a discount factor and
then added to the present worth of the property reversion. The property
reversion is calculated by capitalizing the net income from the property into an
indication of value using a capitalization rate extracted from the general
market data of similar properties. This value is then discounted to present
worth.


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James Ratkovich & Associates, Inc.                                            97
<PAGE>

INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

In this analysis, we utilize a ten-year discounted cash flow projection which
represents the underwriting convention of the industry. Although we have not
profiled specific survey results we note that the average holding period for
hotel investments, according to at least two national consultants ranges from 6
to 10 years. One source referenced a 6.27 year average holding period in 1995
while the other referenced a 7.1 year average holding period. Ten to eleven
years, the period covered in our analyses, probably represents the outer limits
of what most investors reasonably anticipate as an investment holding period
since profit taking (dispositions) and normal business cycles seem to occur in
rolling five to seven year intervals.

Revenue and Expense Growth Rate

The survey results are self explanatory. We note that the emerging trend among
analysts and underwriters is a very thin but widening margin between income and
expense growth rates, with revenues leading. As this margin widens the positive
impact on value indications becomes geometric, and we think unreliable. As of
the date of this writing, one market watcher suggests that a rate differential
of 12 to 15 basis points represents the current market thinking. We think such
an assumption may be plausible during the early phases of an industry or
national economic recovery when revenue gains do generally exceed expense growth
rates by meaningful margins. Our perception is that strong industry performance
during the last two plus years will breed new competition placing downward
pressure on revenue growth. Nevertheless, industry vendors, subcontractors and
county tax assessors, not wanting to miss out on the "good times" should
continue with healthy price and assessment increases over the next couple years.
We think it prudent, therefore, to project both revenue and expense growth at
the same levels over the long haul. The survey results lead us to conclude on
annual growth factors of 3.00% for both revenue and expenses.

Terminal Capitalization Rate

Our rate selection is based on the survey results previously presented and our
perceptions of the subject property and its competitive position in the local
market. The survey results suggest that terminal capitalization rates generally
exceed the going in rates by 25 to 100 basis points. Utilizing moderate growth
rate assumptions, CapEx reserves, and moderately conservative discount rates (to
be discussed next) leads us to select a terminal cap rate 100 basis points above
the going in rate, or 11.50%.


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James Ratkovich & Associates, Inc.                                            98
<PAGE>

9900 SW Canyon Road, Portland, OR

INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

Discount Rate Selection

The discount rate we utilized reflects the long term yield expectations of hotel
market investors, relative to other alternative investment opportunities in the
real estate markets available today. It also reflects current financial market
conditions and the perceived risk, quality and duration of the income stream
anticipated from each prospective investment. The yield rate used in the
Discounted Cash Flow Analysis is anticipatory rather than historical in its
reference point. The rate should consider all benefits and risks attendant to
the ownership and operation of that particular class of income property, and may
also anticipate tax considerations and leveraging issues that non-realty
investments do not. The appropriate rate is that minimum rate that the
individual, institutional or real estate investor considers a minimal acceptable
return on investment over the particular projection period analyzed. It may be
regarded as a hurdle rate, below which, the typical market investor would not
find sufficient returns to justify the investment, given the risks and
responsibilities attendant to that investment.

We have utilized two means of identifying an appropriate discount rate for the
subject property analyses. These are:

o Survey of investors' acceptable yield rates 
o Capital market returns analysis plus risk rate

The National Investor Surveys previously referenced summarize the return
expectations of institutional and individual investors as they have been
compiled by five of the hospitality industry's most familiar and respected
consultants. Altogether they reveal a typical range of discount rates from 10.0%
to 20.0% with a convergent grouping of averages and medians clustered between
14.00% and 15.00%.

Built up Yield Rates can provide another indication of investors' motivations
and expectations regarding long term equity returns. These may be developed or
"built up" from the bond markets and other long term capital markets. However,
the quality and durability of a real estate income stream, and the marketability
of real property is generally considered less reliable (predictable) than other
capital market investments. Investors may purchase relatively risk free treasury
funds and sell them almost immediately when he or she chooses. Investments in
real estate require additional risk based yield premiums to compensate for their
additional risks and illiquidity. Therefore, one simple technique for estimating
the appropriate yield rate for real estate in general, and hotels specifically,
is to explore the yield relationships between relatively "risk free" investments
and real estate investments.


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James Ratkovich & Associates, Inc.                                            99
<PAGE>

9900 SW Canyon Road, Portland, OR

INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

According to a market yield rate survey conducted by Real Estate Research
Corporation, the difference in yield rates between real estate and other
selected capital market investments over the last four quarters ranged from 2.4
percent to 5.6 percent. These differences may be regarded as market perceptions
the additional risks and illiquidity premiums required of real estate
investments in general. Comparing yield rates on investment grade real estate to
hotel investments reveals an additional yield rate differential of 1.00% to
3.00% which investors require of management intensive real estate such as
hotels. Hotels are actually much more than real estate operations. They are in
fact going concern business operations which are real estate intensive. The
additional management expertise and risks attendant to such enterprises dictates
another level of yield compensation. The following table shows some recently
published yields on bonds, which are an indication of long term investor's
pre-tax "safe rate" equity yield requirements:

                          Yields on Selected Securities
================================================================================
     Period       Aaa Bonds  Baa Bonds    Treasury    Treasury Securities
                                         Securities       (Five Year)
                                        (Long Term)
- --------------------------------------------------------------------------------
   March 1995       8.12%      8.70%       7.45%             7.05%
- --------------------------------------------------------------------------------
 September 1995     7.32%      7.93%       6.55%             6.00%
- --------------------------------------------------------------------------------
   April 1996       6.80%      7.47%       6.05%             5.36%
- --------------------------------------------------------------------------------
     Average        7.41%      8.03%       6.68%             6.14%
================================================================================

Based on the stability of the revenues and potential marketability of the
subject as discussed previously, the discount rate could be reflected as
follows:

        "Risk Free" Capital Market Return Rate:                  8.00% +/-
        Real Estate Risk and Illiquidity Premium:                4.00% +/-
        Hotel-Going Concern Risk based premium:                  1.00% +/-
                                                                 ---------

        Total Return Expectation-Going Concern Hotels:          13.00% +/-

Based on the National Investor Surveys, the capital market risk based premium
rationale, and the specific characteristics of the subject property previously
enumerated we conclude the appropriate yield rate (IRR) to be utilized in the 10
year DCF is 13.00%.


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James Ratkovich & Associates, Inc.                                           100
<PAGE>

9900 SW Canyon Road, Portland, Or

INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

Net Reversionary Value

The last component we must consider in the long term discounted DCF analysis is
the net reversionary interest in the property. The yield analysis explicitly
assumes full capital recovery at the end of the holding period, which is another
way of saying the sale or disposition of the property. Calculating a net
reversionary value is accomplished through a simple direct capitalization
technique utilizing the projected Year 11 NOI, and an appropriate terminal
capitalization rate. From the direct capitalization value indication we deduct
estimated selling costs, which will include brokers commissions, title costs,
legal costs and escrow fees. This net reversionary value is included in the Year
10 cash flow projections and is identified as the NOI + Reversion in the 10 Year
DCF spreadsheet on the following page.

Discounting the projected operational cash flows plus net reversionary value in
Year 10, by the appropriate yield rate produces an indication of Net Present
Value (NPV) in the amount of:

                                   $9,958,880
                                   ==========

Correlation of Value Indications

The discounted cash flow schedule is located on the following page which
contains the income, expenses, discounting, reversion and direct capitalization.
We have given both indication relatively similar weight. The indicated values
and conclusion of value, of the leasehold estate, via the Income Approach are
summarized below:

            Direct Capitalization - Fiscal 1997 Income - $10,189,278

                   Discounted Cash Flow Analysis - $9,958,880

                               Rounded $10,000,000
                                       ===========

- ----------------------------------
James Ratkovich & Associates, Inc.                                           101
<PAGE>

                                                           SHILO INN
# of Rooms                                       142       1880 NW Sixth Street
Growth Rate:                                    3.0%       Grants Pass OR
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
                                             % Total        1          2          3          4          5          6          7  
Fiscal Year (12/1 TO 11/30)                  Revenue       1997       1998       1999       2000       2001       2002       2003
=================================================================================================================================
<S>                                           <C>      <C>        <C>        <C>        <C>        <C>        <C>         <C>    
Room Nights Available                                    51,830     51,830     51,830     51,830     51,830     51,830     51,830
Number of Occupied Rooms                                 32,653     32,653     32,653     32,653     32,653     32,653     32,653
Occupancy Rate                                           63.00%     63.00%     63.00%     63.00%     63.00%     63.00%     63.00%
Average Room Rate                                        $75.00     $77.25     $79.57     $81.95     $84.41     $86.95     $89.55
- ---------------------------------------------------------------------------------------------------------------------------------

REVENUES
 Room Rentals                                 95.34% $2,448,968 $2,522,437 $2,598,110 $2,676,053 $2,756,334 $2,839,025 $2,924,195
 Telephone                                     2.50%     61,224     63,061     64,953     66,901     68,908     70,976     73,105
 Restaurant Revenue                            1.80%     46,236     47,623     49,052     50,523     52,039     53,600     55,208
 Other Income                                  0.50%     12,245     12,612     12,991     13,380     13,782     14,195     14,621
                                              -----------------------------------------------------------------------------------
Total Revenue                                 100.0% $2,568,673 $2,645,733 $2,725,105 $2,806,858 $2,891,064 $2,977,796 $3,067,129

EXPENSES
Departmental Expenses
 Rooms ($/room/year)                          $3,500    497,000    511,910    527,267    543,085    559,378    576,159    593,444
 Telephone (% of Departmental Income)          65.0%     39,796     40,990     42,219     43,486     44,790     46,134     47,518
                                              -----------------------------------------------------------------------------------
Total Departmental Expenses                    20.9%   $536,796   $552,900   $569,487   $586,571   $604,168   $622,293   $640,962

Undistributed Operating Expenses
 Administrative & General                       5.0%    128,434    132,287    136,255    140,343    144,553    148,890    153,356
 Management                                     5.0%    128,434    132,287    136,255    140,343    144,553    148,890    153,356
 Furniture, Fixtures & Equipment Reserves       3.0%     77,060     79,372     81,753     84,206     86,732     89,334     92,014
 Franchise & Marketing                          8.0%    205,494    211,659    218,008    224,549    231,285    238,224    245,370
 Utilities                                      3.5%     89,904     92,601     95,379     98,240    101,187    104,223    107,350
 Property Operations & Maintenance              4.5%    115,590    119,058    122,630    126,306    130,098    134,001    138,021
 Miscellaneous                                  2.0%     51,373     52,915     54,502     56,137     57,821     59,556     61,343
                                              -----------------------------------------------------------------------------------
Total Undistributed Expenses                   31.0%   $796,289   $820,177   $844,782   $870,126   $896,230   $923,117   $950,810

Total Expenses Before Fixed Charges            51.9% $1,333,084 $1,373,077 $1,414,269 $1,456,697 $1,500,398 $1,545,410 $1,591,772
Income Before Fixed Charges                    48.1% $1,235,588 $1,272,656 $1,310,836 $1,350,161 $1,390,666 $1,432,386 $1,475,357

Fixed Charges
 Property Tax & License                         1.9%     50,000     51,500     53,045     54,636     56,275     57,964     59,703
 Insurance                                     0.55%     14,128     14,552     14,988     15,438     15,901     16,378     16,869
 Ground Lease                                   2.0%     50,213     50,213     53,546     58,211     58,211     58,211     58,211
 Buildings Reserve for Replacement              2.0%     51,373     52,915     54,502     56,137     57,821     59,556     61,343
                                              -----------------------------------------------------------------------------------
Total Fixed Charges                             6.5%   $165,714   $169,179   $176,081   $184,422   $188,209   $192,108   $196,125

NET OPERATING INCOME                           41.7% $1,069,874 $1,103,477 $1,134,755 $1,165,739 $1,202,457 $1,240,277 $1,279,232
Present Value of Income Stream                          946,791    864,184    786,442    714,969    652,646    595,728    543,728
 Discounted at                                13.00%
Total Present Value of Income Stream                            $6,459,861

REVERSION ANALYSIS
- --------------------------------------
 Eleventh Year Income                     $1,437,822
 Reversion Capitalized @                      11.50%
 Reversion                               $12,502,796                                              DIRECT CAPITALIZATION
 Less Sales Expense                             5.0%                                         *******************************
 Net Reversion                            11,877,657                                         Net Operating Income $1,069,874
 Discount rate                                13.00%                                             (1997)
 Present Value of Reversion                         $3,499,019                               Overall Rate             10.50%
                                                    ----------                                                    ----------
TOTAL PRESENT VALUE                                 $9,958,880                               Indicated Value     $10,189,278

Concluded Value via Income Approach                $10,000,000          $70,423 /Room
                                                    ==========


<CAPTION>
- -------------------------------------------------------------------------------------
                                                   8         9         10         11
Fiscal Year (12/1 TO 11/30)                       2004      2005       2006       2007
======================================================================================
<S>                                            <C>       <C>        <C>        <C>     
Room Nights Available                           51,830    51,830     51,830     51,830
Number of Occupied Rooms                        32,653    32,653     32,653     32,653
Occupancy Rate                                  63.00%    63.00%     63.00%     63.00%
Average Room Rate                               $92.24    $95.01     $97.86    $100.79
- ---------------------------------------------------------------------------------------

REVENUES
 Room Rentals                               $3,011,921 $3,102,279 $3,195,347 $3,291,208
 Telephone                                      75,298     77,557     79,884     82,280
 Restaurant Revenue                             56,865     58,571     60,328     62 137
 Other Income                                   15,060     15,511     15,977     16,456
                                             ------------------------------------------
Total Revenue                               $3,159,143 $3,253,918 $3,351,535 $3,452,081

EXPENSES
Departmental Expenses
 Rooms ($/room/year)                           611,247    629,585    648,472    667,926
 Telephone (% of Departmental Income)           48,944     50,412     51,924     53,482
                                             ------------------------------------------
Total Departmental Expenses                   $660,191   $679,997   $700,397   $721,409

Undistributed Operating Expenses
 Administrative & General                      157,957    162,696    167,577    172,604
 Management                                    157,957    162,696    167,577    172,604
 Furniture, Fixtures & Equipment Reserves       94,774     97,618    100,546    103,562
 Franchise & Marketing                         252,731    260,313    268,123    276,166
 Utilities                                     110,570    113,887    117,304    120,823
 Property Operations & Maintenance             142,161    146,426    150,819    155,344
 Miscellaneous                                  63,183     65,078     67,031     69,042
                                             ------------------------------------------
Total Undistributed Expenses                  $979,334 $1,008,714 $1,038,976 $1,070,145

Total Expenses Before Fixed Charges         $1,639,525 $1,688,711 $1,739,373 $1,791,554
Income Before Fixed Charges                 $1,519,618 $1,565,206 $1,612,163 $1,660,527

Fixed Charges
 Property Tax & License                         61,494     63,339     65,239     67,196
 Insurance                                      17,375     17,897     18,433     18,986
 Ground Lease                                   62,074     67 482     67,482     67,482
 Buildings Reserve for Replacement              65,183     65,078     67,031     69,042
                                             ------------------------------------------
Total Fixed Charges                           $204,126   $213,795   $218,185    222,706

NET OPERATING INCOME                        $1,315,492 $1,351,411 $1,393,978$ 1,437,822
Present Value of Income Stream                 494,835    449,864    410,650
 Discounted at                               
Total Present Value of Income Stream         
</TABLE>


                                                                             102
<PAGE>

9900 SW Canyon Road, Portland, OR

                          RECONCILIATION AND CONCLUSION

               Cost Approach                              $ 9,250,000
               Market Approach                            $ 9,840,000
               Income Approach                            $10,000,000

The approaches have various degrees of applicability depending on the
circumstances. The Cost Approach is usually relied upon when the improvements
are new, or nearly new and are fully utilized for their designed intent. The
Income Approach indicates the amount at which a prudent investor would pay for
the property. The Direct Comparison Approach reflects actual prices paid for
similar properties reduced to a unit of comparison.

The variance between the approaches does not invalidate any of them and is
expected since each approach reflects the differing attitudes and motivations of
the various sectors of the real estate market.

In this analysis, the Cost Approach is given the least weight due to its
limitations in being able to accurately reflect current market conditions, and
going concern elements of value. These conditions are directly related to the
income generating ability of the subject, which is best analyzed within the
Income Approach. The Cost Approach may therefore represent the least reliable
data source, and the method least likely to be referenced by the typical
investor. However, it would be of interest to anyone exploring the feasibility
of developing new facilities. Here their principal concern is whether functional
properties can be acquired for less than their current replacement cost. If the
answer were "yes", the decision to acquire rather than build should result.

The Sales Comparison Approach is based upon the principle of substitution. It is
based on the premise that an informed investor will pay no more than the cost to
acquire a similar, competitive property with the same utility as the subject. In
this analysis, numerous sales of comparable properties were surveyed and
analyzed and adjusted to compare to the subject. The strength of this approach
is that it is the purest reflection of market intentions with regard to the
subject. It's weakness is that it is the most difficult of all approaches to
verify and quantify since appraisers rarely have access to complete financial
and transactional records for sale comparables. Properly allocating value to
real estate, FF&E and other business components and verifying the actual and
projected operating revenues and expenses are several of the challenges
appraisers face. Developing market supported quantitative and qualitative
adjustment factors is also extremely problematic. Therefore, individual
interpretations of reported sale data can be somewhat varied which tends to make
value indications developed through this approach highly subjective. While data
reliability can be rather poor in some instances, this approach is generally
utilized by market participants for developing reasonable bracketing of value
and key benchmark ratios which are utilized in the primary valuation approach,
The Income Approach.


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James Ratkovich & Associates, Inc.                                           103
<PAGE>

9900 SW Canyon Road, Portland, OR

RECONCILIATION AND CONCLUSIONS (Continued)

The Income Approach is the primary approach utilized in estimating the value of
the subject. It has the benefit of generally being the most reliable approach,
since operating projections are developed from the detailed records of the
owners. It also is the approach given the most weight by knowledgeable market.

Participants who base the bulk of their investment decision making on projected
return analyses. Value estimates are developed through detailed economic data
including occupancy levels and ADR's through application of direct
capitalization rates and discount rates. Numerous well respected consultants and
industry leaders perform research and publish data which aids the appraiser in
formulating opinions of value. Clearly, the Income Approach is the most reliable
and verifiable of the three approaches and is also the de facto standard
utilized by all knowledgeable market participants. Therefore, the value
conclusions presented herein place the greatest weight on the indications of
value developed through the Income Approach.

Based on the foregoing analysis, the opinion has been formed by the appraisers
that the market value of the subject hotel property, as a going concern with all
furniture fixtures and equipment, subject to the limiting conditions included in
this report, as of December 1, 1996, of the Leasehold Estate, As Is, was:

                                   $10,000,000
                                   ===========

                      (Including Value of FF&E - $426,000)


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James Ratkovich & Associates, Inc.                                           104
<PAGE>

9900 SW Canyon Road, Portland, OR

                                  CERTIFICATION

The undersigned appraisers hereby certify that, to the best of their knowledge
and belief:

The statements of fact contained in this report are true and correct.

The reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions, and are our personal, unbiased
professional analyses, opinions, and conclusions.

We have no present or prospective interest in the property that is the subject
of this report, and have no personal interest or bias with respect to the
parties involved.

Our compensation is not contingent on an action or event resulting from the
analyses, opinions, or conclusions in, or the use of, this report.

Our analyses, opinions, and conclusions were developed, and this report has been
prepared, in conformity with the Uniform Standards of Professional Appraisal
Practice.

We have made a personal inspection of the property that is the subject of this
report, unless specifically stated otherwise.

In addition to the undersigned Mr. Herald Haskell, MAI performed the original
field inspection, site, improvements, area and competitive market analysis and
land valuation.

The reported analyses, opinions and conclusions were developed, and this report
has been prepared, in conformity with the requirements of the Code of
Professional Practice of the Appraisal Institute.

The use of this report is subject to the requirements of the Appraisal Institute
relating to review by its duly authorized representatives.

This appraisal assignment was not based on a requested minimum value, a specific
value or the approval of a loan.

As of the date of this report, M. Hammad has completed the requirements of the
continuing education program of the Appraisal Institute.


/s/ M. Hammad

M. Hammad, MAI
Certified General Appraiser
CA No. AG002849
OR No. TNR0314


- ----------------------------------
James Ratkovich & Associates, Inc.                                           105
<PAGE>

9900 SW Canyon Road, Portland, OR

                           STATEMENT OF QUALIFICATIONS

                                  M HAMMAD, MAI

PROFESSIONAL AFFILIATIONS

   MAI, Member Appraisal Institute #10,868
   GAA, General Accredited Appraiser, National Association of Realtors
   Member San Fernando Valley Board of Realtors

EXPERT WITNESS

Qualified as expert witness before Los Angeles County and Orange County Superior
Courts and US Federal Bankruptcy Court and American Arbitration Association.

EDUCATION

University of California, Los Angeles (UCLA)
BA in Economics - 1977

LICENSES

   Certified General Appraiser, California
   #AG002849, Expires 2/1/97
   Real Estate Broker, State of California

PROFESSIONAL HISTORY

HAMMAD & ASSOCIATES, INC.  Studio City, CA                  1988 to Present

President

   Principal of real estate appraisal and consulting firm in commercial,
   industrial and income producing residential properties.

MARSHALL & STEVENS, Los Angeles, CA                         1986 to 1988

Director of Real Estate Valuation

   Manager and director of real estate appraisal group specializing in the
   appraisal of commercial and industrial real estate for large investors,
   corporations and major financial institutions.

WELLS FARGO REALTY ADVISORS, Marina Del Rey, CA             1985 to 1986

Assistant Vice President

   Appraisal officer specializing in appraisal of major properties for portfolio
   analysis, proposed joint venture developments and financing.

LAVENTHOL & HORWATH, Los Angeles, CA                         1984 to 1985

Associate Appraiser

   Assisted the National Director of Valuations in developing a new appraisal
   practice that specialized in hotel and motel valuation, mixed use and
   commercial real estate appraisal and feasibility analysis.


- ----------------------------------
James Ratkovich & Associates, Inc.                                           106
<PAGE>

9900 SW Canyon Road, Portland, OR

                                  ADDENDA


- ----------------------------------
James Ratkovich & Associates, Inc.                                           107
<PAGE>

                                    EXHIBIT A

                               [Legal Description]

Beginning at the northwest corner of FIRST ADDITION TO WESTVIEW, a duly recorded
subdivision in Section 11, Township 1 South, Range 1 West, of the Willamette
Meridian, Washington County, Oregon, which Northwest corner beats North 89
(degrees) 18' West 1067.5 feet and North 0 (degrees) 46' West 435.0 feet from
the one-quarter corner between Sections 11 and 14, Township 1 South, Range 1
West of the Willamette Meridian; thence from the described place of beginning,
North 0 (degrees) 46' West 443.46 feet to the northwest corner of that certain
tract of land conveyed to George Nendel, by deed recorded on Page 635 of Volume
130 of Washington, County, Oregon Deed Records; thence North 82 (degrees) 39'
East along the northerly line of said Nendel tract, 477.22 feet to the northeast
corner thereof; thence South 0 (degrees) 46' East along the east line of said
Nendel tract and on the center line of County Road Number 1163, a distance of
342.5 feet to the northeast corner of the said FIRST ADDITION TO WESTVIEW;
thence South 71 (degrees) 03' West along the northerly line of the FIRST
ADDITION TO WESTVIEW, a distance of 499.0 feet to the place of beginning.

                                        STATE OF OREGON     )
                                                            )  SS
                                        County of Washington)

                                             I, Jerry R. Hanson, Director of
                                        Assessment and Taxation and Ex-Officio
                                        Recorder of Conveyances for said county,
                                        do hereby certify that the within
                                        instrument of writing was received and
                                        recorded in book of records of said
                                        county.

                                             Jerry R. Hanson, Director of
                                             Assessment and Taxation, Ex-Officio
                                             County Clerk

                                        Doc: 92092227
                                        Rect: 91185

                                        12/24/1992 08:57:24AM
<PAGE>

                              BARGAIN AND SALE DEED

     JON KATZE, AKA JOHN REED KATZE ("Grantor") conveys to JON KATZE AND
KATHERYN DESHPANDE, as tenants by the entirety ("Grantees"), the following real
property situated in Washington County, Oregon, to-wit:

     See Exhibit A attached hereto and by this reference incorporated herein.

The true consideration for this conveyance is $0. This conveyance is made for
estate planning purposes.

Dated this 7th day of December, 1992.

                                                              /s/ Jon Katze
                                                              ------------------
                                                              Jon Katze

STATE OF TENNESSEE         )
                           ) ss.
County of Shelby           )

     Personally appeared before me, Jon Katze, with whom I am personally
acquainted and who acknowledged that he executed the within instrument for the
purposes therein contained.

     Witness my hand, at office this 7th day of December, 1992.

                                        /s/ [Illegible]
                                        --------------------------------
                                        Notary Public for Tennessee
                                        My Commission expires: 10-16-94

After recording return to:

Steven D. Stadum
Ater Wynne Hewitt Dodson & Skemit
222 S.W. Columbia, 17th Floor

Portland, Oregon 97201

All Tax Statements are to be 
sent to the following address:

        No Change
- -----------------------
<PAGE>

                               ASSIGNMENT OF LEASE

     KNOW ALL MEN BY THESE PRESENTS, That Beaverton Hotel Associates Assignor,
for value received hereby assigns unto Mark S. Hemstreet Assignee, the lessee's
interest in that certain lease made by Beaverton Hotel Associates in which Jon
Katze and Kathryn Desphande is lessor dated June 1, 1993(*) and covering the
following described premises, to-wit:

Real property commonly known as 9900 SW Canyon Road, Portland, Washington
County, Oregon, the legal description of which is attached hereto, marked as
Exhibit A.


(*) Notice of such lease was recorded June 15, 1993, at Fee No. 93046792,
Washington County Deed Records, including all additions, addendums and
amendments thereto (if any). This Assignment includes all of Assignor's interest
in all improvements, furniture, furnishings and equipment associated with the
above-described real property.

         To Have and to Hold the same unto said Assignee and assigns from
September 1, 1993, for all the rest of the term of said lease, subject to the
covenants, conditions and provisions therein mentioned. The rents provided for
in said lease are paid to and including September 1, 1993.

         AND the Assignor hereby covenants that the interest in said lease
hereby assigned is free from encumbrances.

         In construing this assignment and where the context so requires, the
singular includes the plural and all grammatical changes shall be implied to
make the provisions hereof apply equally to corporations and to individuals.

         In Witness Whereof, the assignor has executed this instrument on
September 23, 1993; if a corporate assignor, it has been done by order of
assignor's board of directors with its corporate seal affixed.

/s/ Mark S. Hemstreet                                /s/ Patrick G. Lockhart
- ------------------------                             --------------------------
Mark S. Hemstreet                                    Patrick G. Lockhart

                                                     /s/ Rosemary Lockhart
                                                     --------------------------
                                                     Rosemary Lockhart

(If executed by a corporation,
affix corporate seal)

STATE OF OREGON, County of Washington ) ss. September 23, 1993.

     Personally appeared the above named Patrick G. Lockhart and Rosemary
Lockhart and acknowledged the foregoing instrument to be their voluntary act and
deed.

                  Before me: /s/ Douglas A. Pease, Sr.

                                 OFFICIAL SEAL
                              DOUGLAS A. PEASE SR.
                             NOTARY PUBLIC - OREGON
                             COMMISSION NO. 019196
                      MY COMMISSION EXPIRES OCT. 23, 1996


STATE OF OREGON, County of Washington ) ss. September 22, 1993.

Personally appeared Mark S. Hemstreet and acknowledged said
instrument to be his voluntary act and deed.

                         Before me:

                         /s/ Shirley Jean Stewart

                                 OFFICIAL SEAL
                              SHIRLEY JEAN STEWART
                             NOTARY PUBLIC - OREGON
                             COMMISSION NO. 026678
                      MY COMMISSION EXPIRES SEPT. 5, 1997
<PAGE>

                         QUALIFICATIONS OF THE APPRAISER

                             HERALD S. HASKELL, MAI

Herald S. Haskell is an independent real estate appraiser/analyst with offices
located in Salem, Oregon. He began his real estate appraisal career with
American Federal Savings, in 1973, where he last held the position of Chief
Appraiser. During his twelve year tenure with this Salem, Oregon firm, he
supervised appraisal department personnel and operations, reviewed appraisals
from staff and outside appraisers, analyzed secondary market loan security,
appraised various types of real estate, and analyzed feasibility of major
investments. He accepted the position of Vice President and Assistant Manager of
the Los Angeles office of BA Appraisals Inc., in January, 1986. BA Appraisals,
Inc., a subsidiary of BankAmerica Company, was purchased by Arthur D. Little
Valuation, Inc., in September, 1986. In March, 1987, he opened an independent
real estate appraisal office in Monrovia, California, prior to moving back to
Salem, Oregon.

During the course of his real estate career, he has appraised various types of
residential and income producing properties throughout the United States,
primarily the Western Region. Mr. Haskell has instructed Real Estate Principles
and Real Estate Appraisal courses at Chemeketa Community College, as well as,
SREA Chapter sponsored seminars and workshops.

PROFESSIONAL AFFILIATIONS AND MEMBERSHIPS

The Appraisal Institute,
      MAI (Member, Appraisal Institute) Certificate No. 6118, 1980
      SRPA (Senior Real Property Appraiser) 1978
President, SREA Chapter 85, 1980-81
Delegate, Young Advisory Council, Society of Real Estate Appraisers
Certified Real Estate Appraiser - Oregon (No. C000010) Current license expires
8/31/97

APPRAISAL ASSIGNMENTS

Mr. Haskell has a wide variety of appraisal experience. This experience and
expertise is primarily in the residential, commercial and industrial areas, as
well as special purpose properties. He has appraised numerous complex properties
in these categories for financing, condemnation and various other purposes. He
has obtained significant experience over the past decade in appraising hotels
and motels. These properties have ranged in size from small local motels to
destination resorts, with ownership ranging from local operators to large
regional and national franchises. The larger destination resort-type facilities
have been valued in multiple millions of dollars. Mr. Haskell's appraisals have
been utilized for underwriting conventional loans, issuing development bonds,
offer and sale negotiations, listing property for sale, just compensation, and
various other purposes. He has qualified as an expert witness in Oregon courts.
A partial list of property types in which he is experienced in appraising is
located on the following page.
<PAGE>

QUALIFICATIONS OF HERALD S. HASKELL, MAI (continued)

Mr. Haskell is experienced in appraising/consulting and preparing reports on the
following:

Residential                                                     Hotels/Motels
Apartments                                                  Postal Facilities
Condominiums                                              Leasehold Interests
Subdivisions                                                Retail Facilities
Mobile Home Parks                                            Office Buildings
Industrial                                                        Vacant Land
Golf Courses                                                 Shopping Centers
Special Purpose Properties                                           Churches
Feasibility Studies                             Highest and Best Use Analyses
Restaurants                                                    Market Studies

PARTIAL LIST OF CLIENTS

First Interstate Mortgage               Resolution Trust Corporation
First Interstate Bank                   U.S. Bancorp Mortgage Corp.
Key Bank of Oregon                      The Bank of Newport
First Security Bank                     The Commercial Bank
Washington Mutual Savings               KeyCorp Mortgage
Federal Deposit Insurance Corp.         State of Oregon
Bank of Salem                           Pioneer Trust Bank
Centennial Bank                         1st Federal Savings of McMinnville
Western Bank                            Evergreen International Aviation
Douglas National Bank                   Citizens Valley Bank
West Coast Bancorp                      West Coast Trust
Bank of America                         West One Bank
The Bank of Tokyo, Ltd.                 Citizens Bank
Valley Community Hospital               Various individuals

Mr. Haskell's client base centers around real estate lending institutions. While
he is experienced in condemnation work for governmental agencies, market value
estimates for individuals and local governments, as well as providing reports
and testimony for attorney's and courts, his primary clients are lenders. His
more than twelve years experience as an employee of lending institutions has
provided him with a solid understanding of federal regulations, underwriting
requirements and other considerations. He has been a regular consultant at the
board level regarding property values. He maintains a knowledge of current
regulations and requirements set forth by federal regulators.
<PAGE>

EDUCATION

The following is a partial listing of Mr. Haskell's education history. After
service in the U.S. Army, with tours in Germany and Viet Nam, Mr. Haskell
attended college, receiving G.I. Bill benefits, while providing for and raising
a young family. He maintained a 4.0 GPA while studying for the A.S. degree in
Real Estate. Upon completion of this program he entered the professional
designation programs of the Society of Real Estate Appraisers and the American
Institute of Real Estate Appraisers. He met the college degree requirements of
the Appraisal Institute by taking additional course work, passing exams and
review by the Education Committee.

Education has been on-going throughout his appraisal career. The following is a
partial list of coursework and education programs completed:

      - Associate in Science, Real Estate Technology, Chemeketa Community
        College Salem, Oregon.
      - Course 101, Society of Real Estate Appraisers, "Introduction To Real
        Property Valuation".
      - Course 201, Society of Real Estate Appraisers, "Appraising Income
        Property".
      - Course VIII, American Institute of Real Estate Appraisers, "Appraising
        Residential Property".
      - Course IX, American Institute of Real Estate Appraisers, "Appraisal
        Administration and Review".
      - Course II, American Institute of Real Estate Appraisers, "Case Studies
        in Urban Property".
      - "Real Estate Investment Analysis" American Institute of Real Estate
        Appraisers.
      - "Standards of Professional Practice" American Institute of Real Estate
        Appraisers.
      - "FHLBB Memo R41(c) Seminar" Society of Real Estate Appraisers.
      - "Advanced Lotus 1-2-3 Workshop" American Institute of Real Estate
        Appraisers.
      - "Retail Property Seminar" American Institute of Real Estate Appraisers.
      - "UCIR Form Report Seminar" American Institute of Real Estate Appraisers.
      - "Subdivision Analysis" Society of Real Estate Appraisers.
      - "Highest and Best Use-Feasibility Analysis For Non-Residential
        Properties" American Institute of Real Estate Appraisers.
      - "Appraisal Review" Society of Real Estate Appraisers.
      - "Fair Lending and the Appraiser" The Appraisal Institute, December, 
        1993.
      - "Legal Liability of Appraisers" Portland Community College, November,
        1993.
      - "Understanding Limited Appraisals and Reporting Options" The Appraisal
        Institute, July, 1994.
      - "Uniform Standards of Professional Appraisal Practice, Parts A & B"
        American Institute of Real Estate Appraisers April, 1991; Part A -
        April, 1995.

      - Various seminars, workshops and courses on an on-going basis. Mr.
        Haskell is currently certified through the continuing education program
        of the Appraisal Institute.
<PAGE>

                               AMENDED & RESTATED
                                  GROUND LEASE
                             SHILO INN SUITES HOTEL
                              PORTLAND / BEAVERTON

LANDLORD:   Jon Katze and Kathryn Deshpande, husband and wife

TENANT:     Beaverton Hotel Associates, an Oregon General Partnership, comprised
            of Patrick G. Lockhart, Rosemary Lockhart, and Mark S. Hemstreet

DATE:       June 1, 1993

                                    RECITALS

A. On August 23, 1968, John Katze and Ethel Katze, husband and wife, entered
into a ground lease (the "Ground Lease"), as lessors, with R.E. Harrington and
Norma Harrington, husband and wife, as lessees, for the real property described
in Exhibit A, attached hereto and incorporated herein. (Jon Katze, one of the
persons identified as LANDLORD above, is the son of the original lessors.) A
memorandum of the Ground Lease was recorded July 17, 1969, at Book 750, Page
441, Records of Washington County, Oregon. The land described in the Ground
Lease contains a hotel and restaurant known for many years as the Nendels Inn,
and is now a Shilo Inn. The street address of the property is 9900 S.W. Canyon
Road, Portland, Oregon 97225.

B. An addendum to the Ground Lease was executed May 22, 1972, and recorded
August 7, 1972, at Book 881, Page 346, Records of Washington County, Oregon; and
a Second Addendum to Lease was executed on or about July 1973, and recorded
August 8, 1973, at Book 939, Page 442, Records of Washington County. A Lease
Modification Agreement was executed July 1, 1980, extending the term of the
Ground Lease for an additional five years to June 30, 2033, was recorded
February 27, 1986, Records of Washington County, fee number 86-008640.

C. LANDLORD now holds the lessor's interest in such Ground Lease. LANDLORD
previously consented to the transfer of the lessee's interest to Patrick G.
Lockhart and Rosemary Lockhart (collectively "Lockhart"). Effective March 1,
1993, Lockhart transferred the lessee's interest to TENANT, as identified above.

D. LANDLORD and TENANT desire to enter into this agreement for the purpose of
recasting and consolidating the terms of the Ground Lease into one, updated,
comprehensive document.


Page 1. Ground Lease (Shilo Inn Suites Hotel-Portland/Beaverton)
<PAGE>

THE PARTIES AGREE AS FOLLOWS:

Definitions. As used in this Ground Lease, the following words and phrases shall
have the following meaning:

      "Adjustment Date(s)" means the date or dates on which the Rent is adjusted
under the terms of this Ground Lease.

      "CPI" means the consumer price index as published by the U.S. Bureau of
Labor as more specifically identified in Sub-section 4.4 below.

      "Foreclosing Lender" means a Lender who has protected its rights under
Sub-section 16.9 after TENANT'S default and/or a Lender who is foreclosing its
Leasehold Mortgage by reason of TENANT'S default under such Leasehold Mortgage.

      "Improvements" means all of the buildings, landscaping, paving, decks,
pools, artificial ponds, and all other improvements to the real estate of every
nature now existing or hereafter made on the Premises during the term of this
Ground Lease.

      "Leasehold Mortgage" means a mortgage, trust deed, or other security
document giving a lien on TENANT'S leasehold interest under this Ground Lease
(see Sub-section 16.1).

      "Lender" means a party holding a Leasehold Mortgage with respect to which
notice has been given and received as provided in Section 16.

      "New Lease" means a new land lease in favor of a Lender, or an assignee of
a Lender, given by LANDLORD by reason of this Ground Lease being rejected by the
TENANT'S trustee in bankruptcy and/or rejection by a debtor in possession under
a Chapter 11 bankruptcy proceeding (see Sub-section 16.10).

      "Notice of Rejection" means the written notice provided by LANDLORD to a
Foreclosing Lender to inform the Lender that the Ground Lease has been rejected
in bankruptcy (see Sub-section 16.10).

      "Predecessor Tenant" means all persons or entities who were formerly the
TENANT under this Ground Lease but who have assigned their interest to a
Successor Tenant (see Sub-section 12.2).

      "Premises" means the land leased by Landlord to Tenant as described in
Exhibit A.

      "Purchase Money Leasehold Mortgage" means a Leasehold Mortgage given by a
Successor Tenant to a Predecessor Tenant as part of the purchase price for the
Improvements and TENANT'S rights under this Ground Lease.


Page 2. Ground Lease (Shilo Inn Suites Hotel-Portland/Beaverton)
<PAGE>

      "Rent" means the consideration paid to LANDLORD by TENANT under the terms
of this Ground Lease for the use and occupancy of the Premises.

      "Sub Tenant" means a sub-lessee of the TENANT, who is occupying either
less than all of the Premises and/or all of the Premises for less than the full
remaining term of this Ground Lease.

      "Successor Tenant" means an assignee of all of TENANT'S rights under this
Ground Lease either from the original TENANT or from a Predecessor Tenant (see
Sub-section 12.1).

      "Termination Notice" means the written notice given by LANDLORD to TENANT
and Lenders to notify TENANT and Lenders of LANDLORD'S intention to terminate
this Ground Lease by reason of TENANT'S default (see Sub-sections 15.1 and
16.8).

1. Replacement of Prior Documents. Effective as of the date of execution hereof,
this agreement supersedes and replaces the terms and conditions as contained in
the documents identified in the RECITAL and any other prior oral or written
agreements pertaining to the Ground Lease. As of the date of execution of this
document, the terms of the Ground Lease shall be as contained in this agreement.
LANDLORD hereby consents to the assignment of the lessee's interest in the
Ground Lease from Lockhart to TENANT, as identified above.

2. Premises. LANDLORD hereby lease the Premises to TENANT and TENANT hereby
leases the Premises of and from LANDLORD for term and at the rental and upon the
covenants, conditions and stipulations set forth in this Ground Lease. TENANT
agrees to use the Premises for a hotel and restaurant. Provided that TENANT
retains the use of the Premises as a hotel and restaurant, TENANT shall have the
right to remodel, rebuild, or demolish the Improvements, and/or construct new
Improvements on the Premises.

3. Term. The remaining term of this Ground Lease shall be for a period of
approximately forty (40) years and one month from the date of execution hereof
to June 30, 2033.

4. Rent.

      4.1 Rent Deposit. LANDLORD acknowledges that TENANT'S predecessors in
interest received a total payment of $12,000 on account of Rent. Such deposit
shall be applied, with no interest, to the Rent for the last months of the last
year of the term of this Ground Lease.

      4.2 Current Rent. For the month of June, 1993, TENANT shall pay Rent of
Three Thousand Four Hundred One and 93/l00ths Dollars ($3,401.93).


Page 3. Ground Lease (Shilo Inn Suites Hotel-Portland/Beaverton)
<PAGE>

      4.3 CPI Adjustments. Commencing July 1, 1993, the Rent shall be adjusted
each five (5) years (i.e., July 1, 1993, July 1, 1998, July 1, 2003, July 1,
2008, July 1, 2013, July 1, 2018, July 1, 2023, and July 1, 2028) (the
"Adjustment Dates") to reflect changes in the Consumer Price Index ("CPI")
according to the following formula: The sum of $3,401.93 shall be multiplied by
a fraction, the denominator of which is the average of the CPI for April, May,
and June, 1988, and the numerator of which is the average of the CPI for the
three (3) months immediately preceding the applicable Adjustment Date. The
resulting sum shall be the Rent for the five (5) year period commencing with the
applicable Adjustment Date through the month of June immediately preceding the
next Adjustment Date.

      4.4 CPI Identification. LANDLORD and TENANT agree that the Consumer Price
Index originally used when this Ground Lease originally commenced in 1968 is no
longer readily available. The parties agree that, in lieu thereof, the term
"CPI," as used herein, shall refer to the Consumer Price Index, as published by
the U.S. Department of Labor, Bureau of Labor Statistics, U.S. City Average, All
Urban Consumers (1982-84 = 100), and that the base rent shall be the rent
established for the period from July 1, 1988 through June 30, 1993 ($3,401.93).
The parties further agree that the average of the CPI for April, May, and June,
1988 is fixed at 117.53.

      4.5 Changes to CPI. In the event the Bureau of Labor Statistics shall make
any change in the basis of calculating the Consumer Price Index after the date
of this Ground Lease, or shall discontinue issuance of the Consumer Price Index,
and issue another index in lieu thereof, the computation of any increase or
decrease in the average CPI following such change or discontinuance shall be
made on the basis of such conversion or adjustment factors, if any, as may be
announced by the Bureau of Labor Statistics. If the parties are unable to agree
on such conversion or adjustment factors to be applied to the CPI, the matter
shall be determined by arbitration in accordance with Section 17 hereof.

      4.6 Time and Place for Payment of Rent; Rent Net to LANDLORD. Rent shall
be payable on the first day of each month, and shall be delinquent after the
tenth day of each month. Rent shall be payable without notice, in U.S. dollars,
without abatement (except as provided in this Ground Lease), set off, or
deduction. It is the intention of the parties that all Rent payable under this
Ground Lease shall be net to LANDLORD, and that all taxes, costs, expenses, and
obligations during the term of the Ground Lease relating to the Premises shall
be paid by TENANT. Rent payments shall be mailed or delivered to LANDLORD at the
place set forth herein for delivery of notices to LANDLORD, or to such other
place as LANDLORD shall designate in writing.


Page 4. Ground Lease (Shilo Inn Suites Hotel-Portland/Beaverton)
<PAGE>

5. Liens. TENANT shall at all times keep the Premises free of liens, whether for
construction or otherwise, except for liens which LANDLORD and TENANT have
otherwise agreed in writing may be placed against or remain on the Premises, and
except for liens that are inferior to the LANDLORD'S interest and which TENANT
has the right to place on the TENANT'S leasehold interest pursuant to the
provisions of Section 16 below. In the event a construction lien, or other lien,
is filed against the Premises, and TENANT in good faith contests such lien, and
takes all necessary steps to resist the assertion and enforcement of such lien
to cause the lien's removal from the Premises, then TENANT shall not be in
default under this Ground Lease; provided, however, that TENANT shall hold
LANDLORD harmless from such lien, and indemnify and defend LANDLORD (using legal
counsel reasonably acceptable to LANDLORD), to include attorneys' fees and
costs, and TENANT shall pay such lien in the event of an adverse decision or
adjudication as to the merits of the lien. If LANDLORD'S interest is materially
threatened, LANDLORD may require TENANT to provide a bond to LANDLORD, or, if
the nature of the lien permits the procedure, to remove the lien claim from the
Premises through a bond or deposit with the court. LANDLORD shall keep the
Premises free of liens or encumbrances arising by or through LANDLORD; provided,
however, that LANDLORD shall have the same rights and duties (including, but not
limited to, the duty to bond, if reasonably necessary) as TENANT to contest and
defend such liens as long as LANDLORD shall hold TENANT harmless and indemnify
and defend TENANT, using counsel reasonably acceptable to TENANT, to include
attorneys' fees and costs, and LANDLORD shall pay such lien in the event of an
adverse decision or adjudication as to the merits of the lien.

6. Taxes and Assessments.

      6.1 Taxes. TENANT shall pay, prior to the last day when payment can be
made without interest or penalty, all ad valorem real estate taxes and special
assessments levied upon and assessed against the Premises (and the Improvements
thereon) which are due and payable during the term of this Ground Lease. TENANT
shall provide LANDLORD with receipts or other proof of payment within thirty
(30) days of payment. Taxes assessed covering a fractional year at the
termination of this Ground Lease shall be prorated between the parties. LANDLORD
shall ensure that all bills and notices which LANDLORD receives, if any, for ad
valorem taxes or special assessments are promptly sent or forwarded to TENANT
within sufficient time to permit timely control thereof and/or remittance in the
normal course of business, provided that TENANT shall contact all taxing
authorities and request copies of all tax statements to be sent directly to
TENANT.

      6.2 Assessments. LANDLORD shall give TENANT copies of any notice of any
special assessments received by LANDLORD. TENANT shall have the right to
participate in, all hearings and negotiations regarding special assessments
affecting the Premises.


Page 5. Ground Lease (Shilo Inn Suites Hotel-Portland/Beaverton)
<PAGE>

Special assessments due and payable during the calendar year in which this
Ground Lease terminates shall be prorated between the parties.

      6.3 Contest of Taxes or Assessments. TENANT shall have the right, in its
name or in the name of LANDLORD, if required, to contest or review by
administrative or legal proceedings all or any part of any tax or special
assessment which TENANT is required to pay hereunder. LANDLORD shall cooperate
in such reasonable ways as may be necessary to further any such procedure by
TENANT, but TENANT shall be responsible for all attorneys' fees and other costs
associated with such contest or review.

      6.4 Personal Property Taxes. TENANT shall pay, as the same become due and
payable, all personal property taxes, special assessments and other charges
levied upon or assessed against the personal property and/or fixtures owned by
LESSEE and located on the Premises and which taxes, assessments or charges may
or will become a lien against the Premises.

      6.5 Payments by LANDLORD. In the event TENANT fails or refuses to pay any
tax, assessment, lien, or charge, before default which is superior (or which
LANDLORD, in good faith, believe may be superior) to LANDLORD'S interest in the
Premises, then LANDLORD, without waiving any right to declare a default
hereunder, or without waiving any right to any other remedy hereunder, shall
have the right, after not less than ten (10) days written notice to TENANT, to
pay such tax, assessment, lien, or charge, and TENANT shall immediately repay
LANDLORD, plus interest thereon at twelve percent (12%) per annum from the date
of LANDLORD'S payment until paid. Ten (10) days written notice shall not be
required if payment by LANDLORD must be made in less than ten (10) days to
protect LANDLORD'S interest; and in such event LANDLORD shall give TENANT such
written notice as shall be reasonable in the circumstances. LANDLORD shall not
pay any tax, assessment, lien, or charge which is not past due and/or which
TENANT is in good faith contesting or otherwise defending, provided that TENANT
shall have given LANDLORD reasonably adequate assurance that LANDLORD'S interest
is not materially jeopardized and that TENANT shall pay such tax, assessment,
lien, or charge if TENANT'S contest or defense is unsuccessful.

7. Insurance and Indemnity.

      7.1 Casualty Insurance. TENANT shall at all times during the term of this
Ground Lease, at TENANT'S own expense, keep in effect and force fire and
casualty insurance with extended coverage in an amount not less than one hundred
percent (100%) of replacement cost of all improvements on the Premises, with a
deductible not to exceed $5,000.


Page 6. Ground Lease (Shilo Inn Suites Hotel-Portland/Beaverton)
<PAGE>

      7.2 Compliance with Terms of Leasehold Mortgage. TENANT'S insurance
coverage shall at all times be in compliance with the terms of any Leasehold
Mortgage on TENANT'S leasehold interest, but in no event less than the limits
set forth in this section.

      7.3 Indemnity. TENANT shall indemnify, hold harmless and defend (through
counsel reasonably acceptable to LANDLORD) LANDLORD and LANDLORD'S successors
and assigns from and against all claims, demands, losses, liabilities,
obligations, damages, fines, penalties, costs, charges, judgments, and expenses
(including, but not limited to, reasonable attorneys' fees) which may be imposed
upon or incurred or paid by or asserted against LANDLORD or LANDLORD'S interest
in the Premises arising out of or related to (a) any condition of the Premises
or the Improvements; (b) the use, non-use, possession, occupation, operation,
maintenance, or management of the Premises or Improvements; (c) any act or
omission on the part of TENANT or any of TENANT'S agents, contractors, servants,
employees, subtenants, licensees, or invitees; (d) any incident involving any
accident, injury, death, or damage to any person or property occurring in, from,
on or about the Premises or any part thereof, or any street, alley, sidewalk,
curb, vault, passageway, or space adjacent thereto; and (e) any failure on the
part of TENANT to perform or comply with any of the covenants, agreements,
terms, provisions, conditions, or limitations contained in this Ground Lease to
be performed by or to be complied with by TENANT. LANDLORD shall indemnify, hold
harmless, and defend (through counsel reasonably acceptable to TENANT) TENANT
and TENANT'S successors and assigns from and against all liabilities, losses,
obligations, damages, fines, penalties, claims, demands, costs, charges,
judgments, and expenses (including, but not limited to, reasonable attorneys'
fees) which may be imposed upon or incurred or paid by or asserted against
TENANT or TENANT'S interest in the Premises arising out of or related to any
failure on the part of LANDLORD to perform or comply with any of the covenants,
agreements, terms, provisions, conditions, or limitations contained in this
Ground Lease to be performed by or complied with by LANDLORD.

      7.4 Liability Insurance. TENANT shall obtain, pay for and maintain
throughout the term of this Ground Lease public liability insurance in a company
satisfactory to LANDLORD, naming LANDLORD and TENANT therein as insureds and
providing for comprehensive general liability coverage against injury to any one
person in an amount of not less than One Million Dollars ($1,000,000) and
property damage coverage of not less than Five Hundred Thousand Dollars
($500,000), with the deductible not to exceed $5,000, unless otherwise agreed.

      7.5 Proof of Insurance. All the insurance required above shall be procured
from responsible insurance companies authorized to do business in the state in
which the Premises are located, and such policies of insurance shall be issued
in the names of TENANT


Page 7. Ground Lease (Shilo Inn Suites Hotel-Portland/Beaverton)
<PAGE>

and LANDLORD, as their respective interests may appear, with a loss payable
endorsement in favor of any Lender or Lenders. TENANT shall deliver to LANDLORD
certificates of insurance from companies providing the policies that TENANT is
required to keep in force under the provisions of this Section 7. TENANT may
discharge TENANT'S insurance obligation by including the Premises and the
Improvements thereon on the master insurance policy covering other properties in
which Mark S. Hemstreet has an interest, provided that the terms of this Section
7 are fulfilled.

8. Destruction. In the event that the Improvements, or any part thereof, are
destroyed by fire or other casualty at any time or times during the term of this
Ground Lease, TENANT shall commence the work of repair or replacement with due
diligence and carry the work of repair or replacement through to completion
without undue interruption or delay, other than interruptions or delays beyond
the control of TENANT. TENANT shall continue to pay Rent as provided herein.
TENANT shall, in making such repairs or replacements, follow the original plans
and specifications of the Improvements to the extent practicable (subject to
requirements of governmental agencies) unless new and different plans and
specifications are mutually agreed upon by TENANT and LANDLORD. LANDLORD agrees
not to unreasonably withhold consent to new and different plans. TENANT shall be
entitled to receive the proceeds of the insurance, hereinbefore required under
Section 7 hereof, to pay for the cost of such repairs or replacements. TENANT
shall not be obligated to spend more than the insurance proceeds received on the
cost of any rebuilding or repairs caused by a fire or other casualty. In the
event TENANT'S Lender refuses to allow the insurance proceeds, or a substantial
portion of such proceeds, to be used to repair or replace the Improvements, and
in the event TENANT cannot obtain new financing reasonably satisfactory to
TENANT, TENANT shall have the right to terminate this Ground Lease; in which
event TENANT shall give notice in writing to LANDLORD of TENANT'S decision to
terminate, and shall pay the Rent to the date of termination, and shall
otherwise perform all other applicable covenants of this Ground Lease to the
date of termination, and shall, at TENANT'S expense, remove the Improvements
from the Premises, except such Improvements as LANDLORD desires to be left on
the Premises. TENANT'S election to terminate this Ground Lease under this
Section 8 shall be made not later than one hundred eighty (180) days from the
date of the fire or other casualty.

9. Maintenance, Compliance with Laws. TENANT shall keep the Premises and
Improvements in good and sanitary order and repair, shall maintain the
structural integrity of the roofs and foundations of all buildings, replacing
all broken glass with glass of the same size and quality of that broken, and
shall keep the Premises, Improvements and all things connected therewith,
including adjacent sidewalks, in a clean and healthy condition and in good
repair, in accordance with the ordinances of the community in which the Premises
are located, and in accordance with the


Page 8. Ground Lease (Shilo Inn Suites Hotel-Portland/Beaverton)
<PAGE>

direction of the public officers having jurisdiction over the Premises, during
the term of this Ground Lease, at TENANT'S own expense. TENANT shall comply with
all applicable laws, rules, and ordinances affecting the Premises or the
Improvements. On the termination of this Ground Lease, TENANT will yield up the
Premises and Improvements to LANDLORD in good condition and repair, loss by fire
or other casualty and ordinary wear and tear excepted. Unless TENANT elects to
terminate the lease early under the provisions of Section 8, above, because of
TENANT'S inability to find suitable financing to repair or rebuild after a
casualty loss, TENANT shall not be required to remove the Improvements at the
expiration of this Ground Lease. LANDLORD shall not, during the term of this
Ground Lease, be required to make any repairs or perform any maintenance to the
Premises and Improvements. LANDLORD shall be entitled to inspect the Premises
and Improvements at all reasonable times, and upon providing 24 hours written
notice; except that no advance notice shall be required if LANDLORD reasonably
believes an emergency exists.

10. Utilities. TENANT shall pay all charges for steam, gas, electricity, lights,
water, heat, power, sewer, cable TV, telephone, and other utilities or services
used in and for the Premises leased hereunder and shall indemnify LANDLORD
against any liability on such account.

11. Condemnation.

      11.1 Termination as to Part Taken. If any part of the Premises shall be
taken by any public authority under the power of eminent domain, then the term
of this Ground Lease shall cease as to the part so taken from the day possession
of the part so taken is denied or constructively denied to TENANT.

      11.2 Immaterial Partial Taking. In the event of a partial permanent taking
of the Premises which does not materially affect the value of the Premises and
Improvements, taken as a whole, or the ability of the TENANT to operate TENANT'S
business on the Premises in substantially the same way as prior to the taking,
and the taking affects only the land and none of the buildings, LANDLORD shall
be entitled to any sums that may be awarded as compensation for the part of the
Premises so taken, and there shall be no adjustment of the Rent. Any taking
which reduces the number of parking spaces and/or changes TENANT'S access
(particularly from S.W. Canyon Road) shall be a material taking.

      11.3 Total or Material Partial Taking - Remainder Unusable. In the event
that all of the Premises are taken, or so much of the Premises are taken as to
render the use of the remainder thereof impracticable, TENANT may elect in
writing, not later than 120 days from the date of the taking, to cancel this
Ground Lease.


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<PAGE>

      11.4 Material Partial Taking - Remainder Usable. In the event of a
material partial taking of the Premises which, in TENANT'S reasonable judgment,
does not render use of the remainder impracticable, TENANT shall have the right,
but not the duty, to make such improvements or repairs and continue this Ground
Lease with respect to the remaining Premises. TENANT shall inform LANDLORD in
writing of TENANT'S decision to continue or terminate this Ground Lease within
120 days after the taking; and if TENANT fails to so notify LANDLORD, TENANT
shall be deemed to have elected to continue this Ground Lease. TENANT shall have
the right to change the use of the Premises, if necessary in TENANT'S judgment,
to make the most economic use of the Premises; provided, however, that the use
of the Premises shall not be changed without LANDLORD'S prior written consent,
which consent shall not be unreasonably withheld or delayed. In the event of a
material partial taking, and in the event TENANT elects to continue this Ground
Lease, the Rent shall be equitably reduced by comparing the area of the Premises
before and after the taking.

      11.5 Allocation of Condemnation Award. In the event of a total taking (or
a partial taking rendering the remainder unusable), occurring prior to July 1,
2023, the amount of the condemnation award attributable to the fair market value
of the Premises taken (but not the Improvements or any personal property) shall
be payable to LANDLORD, and the balance of the award shall be payable to the
TENANT. If a partial taking of the Premises occurs (and TENANT elects to
continue this Ground Lease), prior to July 1, 2023), LANDLORD'S share of the
condemnation award shall be limited to the fair market value of the land taken,
without any Improvements thereon, and TENANT shall be entitled to the value of
the Improvements and personal property, if any, taken, and the amount of the
award, if any, by reason of the diminution in value of the remaining land and
Improvements. If a total or material partial taking of the Premises occurs less
than ten (10) years before the end of the term of this Ground Lease (i.e., on or
after July 1, 2023) then the portion of the award otherwise allocable to TENANT
under the provisions of this Section 11 (but not Sub-section 11.6), shall be
prorated between LANDLORD and TENANT with TENANT'S share to be determined by a
fraction, the numerator of which is the time remaining to the expiration of this
Ground Lease, and the denominator is ten (10) years. However, in all events,
TENANT shall be entitled to the portion of any condemnation award allocable to
any personal property taken.

      11.6 Temporary Taking. In the event of a temporary taking, any award shall
be the property of the TENANT, but there shall be no adjustment of Rent;
provided, however, that the TENANT'S share of an award for a temporary taking
shall not extend beyond the term of this Ground Lease.

      11.7 TENANT'S Share to Lender. TENANT'S share of the proceeds arising from
an exercise of the power of Eminent Domain


Page 10. Ground Lease (Shilo Inn Suites Hotel-Portland/Beaverton)
<PAGE>

shall be disposed of as provided for by any Leasehold Mortgage, and if there be
more than one Leasehold Mortgage, by the most senior Leasehold Mortgage.

12. Assignment and Subletting.

      12.1 Assignment Allowed. Except as herein provided, TENANT shall have an
absolute right to assign this Ground Lease or sublet all or any portion of the
Premises without the prior written approval of LANDLORD. Notwithstanding the
above, TENANT shall not assign this Ground Lease or sublet all or any portion of
the Premises to Richard Kearns, and/or any person who was a partner with Kearns
in Lodging Hospitality Associates, and/or any trust, corporation, partnership or
other entity that such persons, directly or indirectly, own or control, without
LANDLORD'S prior written consent, which consent LANDLORD shall have an absolute
right to withhold.

      12.2 TENANT not Released. No assignment or subletting shall release TENANT
and/or any successor in interest of TENANT (collectively, the "Predecessor
Tenant") from personal liability on this Ground Lease. LANDLORD may deal with
any assignee of any Predecessor Tenant (collectively, the "Successor Tenant")
with reference to this Ground Lease and the obligations set forth herein,
without notice to the Predecessor Tenant and without in any way discharging or
limiting the Predecessor Tenant's liability hereunder, provided that LANDLORD
shall not agree to any modification of this Ground Lease that materially
increases the obligations of any Predecessor Tenant without the Predecessor
Tenant's prior written consent, which consent shall not be unreasonably withheld
or delayed.

      12.3 Effect of Modifications. No Predecessor Tenant shall be required to
become liable for any more Rent than such Predecessor Tenant would have been
liable under the Rent (including any adjustments under the CPI) to which such
Predecessor Tenant agreed to under this Ground Lease, nor shall any Predecessor
Tenant be required to agree to any liability for the performance of this Ground
Lease for a period beyond the June 30, 2033. In the event LANDLORD and a
Successor Tenant wish to modify or amend this Ground Lease, and a Predecessor
Tenant refuses to agree to the modification or amendment, LANDLORD and the
Successor Tenant may agree to such modification or amendment without releasing
the Predecessor Tenant, but the Predecessor Tenant's liability shall be limited
to the performance of this Ground Lease without the modifications to which such
Predecessor Tenant has not agreed. No modifications or amendments to this Ground
Lease shall be binding upon any Lender under any Leasehold Mortgage without the
written consent of such Lender.

      12.4 Sub Tenants. As long as this Ground Lease is being performed by
TENANT as agreed, LANDLORD shall not accept any rent


Page 11. Ground Lease (Shilo Inn Suites Hotel-Portland/Beaverton)
<PAGE>

payments directly from any Sub Tenant or agree to any changes in this Ground
Lease with any Sub Tenant. However, LANDLORD shall have the right to include any
Sub Tenant in any notice in the event of any breach or default under this Ground
Lease, and/or deal directly with any Sub Tenant in the event LANDLORD terminates
this Ground Lease after TENANT'S default.

13. Ownership of Improvements and Equipment. All Improvements and fixtures, now
existing, or placed upon the Premises by TENANT, shall be and remain the
property of TENANT so long as this Ground Lease shall remain in effect. Upon the
expiration or termination of this Ground Lease, ownership of the Improvements
shall pass to LANDLORD. Ownership of all furniture, equipment, and other
personal property of every description used in the operation of the Premises
and/or Improvements shall remain the property of TENANT.

14. Default. The following shall be deemed to be events of default:

      14.1 Default in Rent. Failure of TENANT to pay the Rent hereunder, or any
part thereof, or any other charge when the same becomes due, except that TENANT
shall have a ten (10) day grace period from the first day of each month for the
payment of rent. LANDLORD may not declare a default for non-payment of Rent
unless LANDLORD shall have given TENANT not less than ten (10) days written
notice of TENANT'S failure to pay, except that such written notice need not be
given more than twice in the same calendar year.

      14.2 Default in Other Covenants. Failure of TENANT to perform any covenant
under this Ground Lease, other than the covenant to pay Rent, if such failure
persists longer than thirty (30) days after written notice thereof has been
given by LANDLORD to TENANT. If a breach takes more than thirty (30) days to
cure, TENANT shall not be in default if the cure is commenced within thirty (30)
days of notice and diligently pursued to completion; TENANT shall report to
LANDLORD in writing not less frequently than every 30 days on the progress
toward cure of the breach. TENANT'S failure to report to LANDLORD as required by
the preceding sentence shall itself constitute a default, and no further notice
of default shall be required of LANDLORD under this Section 14.

      14.3 Insolvency of TENANT. Insolvency of TENANT shall be defined as the
occurrence of any of the following events:

            14.3.1 the filing of a voluntary petition for bankruptcy by TENANT,
or the failure of TENANT to obtain the discharge of an involuntary petition for
bankruptcy within sixty (60) days of the filing; or

            14.3.2 an assignment by TENANT for the benefit of creditors; or


Page 12. Ground Lease (Shilo Inn Suites Hotel-Portland/Beaverton)
<PAGE>

            14.3.3 the appointment of a receiver for the properties of TENANT
which is not dismissed within sixty (60) days.

15. Remedies. To the extent permitted by law, the remedies given to LANDLORD or
TENANT under this Ground Lease for a breach of this Ground Lease shall be
cumulative.

      15.1 Termination. Should TENANT default, LANDLORD shall have the option
during such default, upon written notice (the "Termination Notice") to TENANT,
and to any Lender, to terminate this Ground Lease, after thirty (30) days from
delivery of such notice, with respect to monetary defaults, and forty-five (45)
days with respect to non-monetary defaults, and to declare that same expires
after such period, subject to the rights and obligations of and to the Lender(s)
as set forth in Section 16. Copies of the written notice shall also be provided
to all Predecessor Tenant's against whom the LANDLORD claims personal liability
to perform the terms of this Ground Lease. Termination shall not occur if TENANT
or any Lender cures the default within the applicable period, or, TENANT
commences to cure such default and such cure is diligently pursued to
completion, if the default is of a non-monetary nature and the cure reasonably
requires more than thirty (30) days.

      15.2 Reentry of LANDLORD. Should TENANT default, and LANDLORD declare a
termination of this Ground Lease, LANDLORD may, at any time after declaration of
termination of this Ground Lease, reenter the Premises, or any part thereof, and
take possession of the Premises and may remove from the Premises the TENANT and
those claiming under TENANT, without further notice, or resort to any legal
process, and without being guilty of any trespass or consequent loss or damage
occasioned therefrom. No reentry of the Premises by LANDLORD after TENANT'S
default and LANDLORD'S declaration of termination of this Ground Lease shall
affect the rights of any Lender who has preserved such Lender's rights under
Section 16, but the LANDLORD shall have no duty to make any payments or
otherwise comply with the terms of any Leasehold Mortgage.

      15.3 Use of TENANT'S Personal Property. LANDLORD may elect to use all or
any part of TENANT'S personal property and trade fixtures remaining on the
Premises without compensation to TENANT and without liability for use or damage;
or LANDLORD may store all or any of TENANT'S personal property and trade
fixtures for the account of and at the cost of TENANT. The election of one
remedy for any one item shall not preclude an election of any other remedy for
another item or the same item at a later time.

      15.4 Damages. Notwithstanding any termination of this Ground Lease, TENANT
shall continue to be liable to LANDLORD for any unpaid past due Rent, and for
any other damages caused by the default or breach of this Ground Lease, which
damages shall include the difference, if any, between the present value of the
remaining


Page 13. Ground Lease (Shilo Inn Suites Hotel-Portland/Beaverton)
<PAGE>

Rent obligations under this Ground Lease and the fair market value of the
TENANT'S interest for the remainder of the term. LANDLORD'S damages shall
include, but not be limited to, the reasonable cost of reentry and reletting,
including the cost of any cleanup, broker's or finder's fees and attorneys'
fees.

16. Leasehold Mortgages.

      16.1 Leasehold Mortgage Defined. The term "Leasehold Mortgage" shall have
the meaning set forth in the definitions section.

      16.2 Leasehold Mortgage Authorized. LANDLORD consents to TENANT mortgaging
or otherwise encumbering TENANT'S leasehold estate to a Lender under one or more
Leasehold Mortgages (including a Purchase Money Leasehold Mortgage), subject to
compliance by TENANT with this Section 16. TENANT may assign TENANT'S interest
in this Ground Lease as security for such Leasehold Mortgage(s).

      16.3 Notice to LANDLORD. If, upon sale and assignment of the leasehold
estate, TENANT shall, on one or more occasions, take back a Purchase Money
Leasehold Mortgage, or, if TENANT shall mortgage TENANT'S leasehold estate to a
bank, insurance company, savings and loan, or other third party Lender for a
term not beyond June 30, 2033, and if TENANT or the Lender shall provide
LANDLORD with notice of such Leasehold Mortgage together with a true copy of
such Leasehold Mortgage and the name and address of the Lender, LANDLORD and
TENANT agree that, following receipt of such notice by LANDLORD, the provisions
of this Section 16 shall apply in respect to each such Leasehold Mortgage. Any
Leasehold Mortgage shall contain a statement which disclaims any interest or
lien against LANDLORD'S fee interest in the Premises and which provides that
LANDLORD shall have no liability whatsoever in connection with such Leasehold
Mortgage or the instruments and obligations secured thereby.

      16.4 Assignment of Leasehold Mortgage. In the event of any assignment of a
Leasehold Mortgage, or in the event of a change of address of a Lender holding a
Leasehold Mortgage, written notice of the new name and address shall be provided
to LANDLORD. LANDLORD shall not be required to recognize any assignee of any
Lender unless and until LANDLORD has received written notice of the assignment.

      16.5 Purchase Money Leasehold Mortgage. TENANT, or any Successor Tenant,
who is the holder of a Purchase Money Leasehold Mortgage shall have all of the
rights of a Lender so long as LANDLORD has been notified in writing as to the
existence of the Leasehold Mortgage; provided, however, that nothing herein
shall be construed to limit the TENANT'S or the Successor Tenant's liability
under this Ground Lease.


Page 14. Ground Lease (Shilo Inn Suites Hotel-Portland/Beaverton)
<PAGE>

      16.7 Default Notice. LANDLORD, upon providing TENANT any written notice of
default under Section 14, shall contemporaneously provide a copy of such notice
to every Lender of whom LANDLORD has been provided written notice. From and
after such notice has been given to a Lender, such Lender shall have the same
period, after the giving of such notice upon it, for remedying any default or
causing the same to be remedied, as is given TENANT after the giving of such
notice to TENANT, plus in each instance, the additional periods of time
specified in Sub-sections 16.9 and 16.10 below, to remedy, commence remedying or
cause to be remedied the defaults specified in any such notice. LANDLORD shall
accept such performance by or at the instigation of such Lender as if the same
had been done by TENANT. TENANT authorizes each Lender to take any such action
at such Lender's option and does hereby authorize entry upon the Premises by the
Lender for such purpose.

      16.8 Notice to Lender. Anything contained in this Ground Lease to the
contrary notwithstanding, if any default shall occur which entitles LANDLORD to
terminate this Ground Lease, LANDLORD shall have no right to terminate this
Ground Lease unless LANDLORD shall have given each Lender a copy of the
Termination Notice, as required by Section 15.1, at least thirty (30) days in
advance of the proposed effective date of such termination, if such default is
capable of being cured by the payment of money, and at least forty-five (45)
days in advance of the proposed effective date of such termination, if such
default is not capable of being cured by the payment of money.

            16.8.1 The provisions of Sub-section 16.9 below shall apply if,
during such thirty (30) or forty-five (45) day Termination Notice Period, any
Lender shall:

                  16.8.1.1 Notify LANDLORD in writing of such Lender's desire to
nullify such notice; and

                  16.8.1.2 Pay or cause to be paid the Rent, taxes, insurance,
or other monetary obligations then due and in arrears as specified in the
Termination Notice to such Lender or which may become due during such thirty
(30) or forty-five (45) day period (provided, however, that in all events all
past due Rent, taxes and/or insurance shall be paid within 30 days even if there
are other defaults which require 45 days to cure); and

                  16.8.1.3 Comply with all non-monetary requirements of this
Ground Lease then in default and reasonably susceptible of being complied with
by such Lender (lack of or failure to expend funds not to excuse the failure to
cure such a default), and proceed to comply with reasonable diligence and
continuity with such requirements not reasonably susceptible of being complied
with by such Lender within the notice period; provided, however, that such
Lender shall not be required during such forty-five (45) day period to cure or
commence to cure any default consisting of


Page 15. Ground Lease (Shilo Inn Suites Hotel-Portland/Beaverton)
<PAGE>

TENANT'S failure to satisfy and discharge any lien, charge or encumbrance
against the TENANT'S leasehold interest in this Ground Lease which is junior in
priority to the lien of the Leasehold Mortgage held by such Lender.

            16.8.2 In the event the Lender decides not to protect its Leasehold
Mortgage by exercising its rights under this Section 16, nothing in this
Sub-section 16.8 shall be construed to give TENANT additional time to cure a
default.

      16.9 Procedure on Default.

            16.9.1 If a Foreclosing Lender shall have proceeded in the manner
provided for by Sub-section 16.8 above, the specified date for the termination
of this Ground Lease as fixed by LANDLORD in its Termination Notice shall be
extended for a period of six (6) months, provided that such Foreclosing Lender
shall, during such six (6) month period:

                  16.9.1.1 Pays or causes to be paid the Rent, taxes, insurance,
and other monetary obligations of TENANT under this Ground Lease as the same
become due, and continues to perform all of TENANT'S other obligations under
this Ground Lease, excepting (i) obligations of TENANT to satisfy or otherwise
discharge any lien, charge or encumbrance against TENANT'S interest in this
Ground Lease or the Premises junior in priority to the lien of the Leasehold
Mortgage held by such Foreclosing Lender, and (ii) past non-monetary
obligations then in default and not reasonably susceptible of being cured by
such Lender (lack of or failure to expend funds not to excuse the failure to
cure such a default); and

                  16.9.1.2 If not enjoined or stayed, take steps to acquire or
sell TENANT'S interest in this Ground Lease by foreclosure of the Leasehold
Mortgage or other appropriate means and prosecute the same to completion with
reasonable diligence and continuity. If such Foreclosing Lender is enjoined or
stayed from taking such steps, the Foreclosing Lender shall use its best efforts
to seek relief from such injunction or stay.

            15.9.2 If, at the end of such (6) month period, such Foreclosing
Lender is complying with Sub-section 16.9.1 above, this Ground Lease shall not
then terminate, and the time for completion by such Foreclosing Lender of such
proceedings shall continue so long as such Foreclosing Lender continues to
comply in all respects with the provisions of Sub-section 16.9.1 above and, is
enjoined or stayed and thereafter for so long as such Foreclosing Lender
proceeds diligently to complete steps to acquire or sell TENANT'S interest in
this Ground Lease by foreclosure of the Leasehold Mortgage or by other
appropriate means with reasonable diligence and continuity. Nothing in this
Sub-section 16.9, however, shall be construed to extend this Ground Lease beyond
the original term, nor to require a Foreclosing Lender to continue such
foreclosure


Page 16. Ground Lease (Shilo Inn Suites Hotel-Portland/Beaverton)
<PAGE>

proceedings after all outstanding defaults have been cured. If the outstanding
defaults shall be cured and the Foreclosing Lender shall discontinue such
foreclosure proceedings, this Ground Lease shall continue in full force and
effect as if TENANT had not defaulted under this Ground Lease.

            16.9.3 If a Foreclosing Lender is complying with Subsection 16.9.1
above, upon (i) the acquisition of TENANT'S estate herein by such Foreclosing
Lender or (ii) the acquisition of TENANT'S estate herein by any other purchaser
of any lien, charge or encumbrance against the TENANT'S interest in this Ground
Lease which is junior in priority to the lien of the Leasehold Mortgage held by
such Foreclosing Lender and which the TENANT is obligated to satisfy and
discharge by reason of the terms of this Ground Lease, this Ground Lease shall
continue in full force and effect as if TENANT had not defaulted under this
Ground Lease; provided, however, that such Foreclosing Lender, or its designee,
or any other such party acquiring the TENANT'S leasehold estate created hereby,
shall agree in writing to assume all obligations of the TENANT hereunder,
subject to the provisions of this Sub-section 16.9. Nothing in this Sub-section
16.9 shall be construed to require the Foreclosing Lender to pay any lien or
other encumbrance against the TENANT'S estate which is junior to the interest of
the Leasehold Mortgage held by such Foreclosing Lender if such lien or
encumbrance can be and is in fact removed as a lien or encumbrance against the
TENANT'S estate whether by foreclosure or otherwise.

            16.9.4 For the purposes of this Section 16, the making of a
Leasehold Mortgage shall not be deemed to constitute a complete assignment or
transfer of this Ground Lease or of the leasehold estate hereby created, nor
shall any Lender, as such, be deemed to be an assignee or transferee of this
Ground Lease or of the leasehold estate hereby created. The Lender, prior to
foreclosure of the Leasehold Mortgage or other entry into possession of the
leasehold estate, shall not be obligated to assume the performance of any of the
terms, covenants or conditions on the part of TENANT to be performed hereunder.
The purchaser (including any Lender) at any sale or transfer of the TENANT'S
estate in this Ground Lease and of the leasehold estate hereby created in any
proceedings for the foreclosure of any Leasehold Mortgage, or the assignee or
transferee in lieu of the foreclosure of any Leasehold Mortgage, shall be deemed
to be an assignee or transferee within the meaning of this Section 16, and shall
be deemed to have agreed to perform all of the terms, covenants and conditions
on the part of TENANT to be performed hereunder from and after the date of such
purchase and assignment.

            16.9.5 Any Foreclosing Lender acquiring the TENANT'S interest
pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings
may, upon acquiring TENANT'S leasehold estate, without further consent of
LANDLORD, sell and assign the leasehold estate on such terms and to such persons
and organizations as are


Page 17. Ground Lease (Shilo Inn Suites Hotel-Portland/Beaverton)
<PAGE>

acceptable to such Foreclosing Lender; provided that such assignee has delivered
to LANDLORD its written agreement to be bound by all of the provisions of this
Ground Lease and the assignee is not one of the persons (or entities controlled
by such persons) identified in Section 12 above. Once a Foreclosing Lender
transfers all of its interest in the Ground Lease to an assignee who assumes all
of the duties of the TENANT, the Foreclosing Lender shall have no further
liability for any performance of this Ground Lease after the date of such
assignment unless the Foreclosing Lender held a Purchase Money Leasehold
Mortgage.

      16.10 New Lease After Rejection in Bankruptcy. The provisions of this
Sub-section 16.10 shall only apply in the event of the termination of this
Ground Lease after default by TENANT resulting from failure of a trustee in
bankruptcy (or a debtor in possession under a Chapter 11 bankruptcy proceeding)
to assume the executory portion of the term of this Ground Lease. If a
Foreclosing Lender shall have preserved it rights under Subsections 16.8 and
16.9 above within thirty (30) days after such Lender's receipt of notice
required by Sub-section 16.8 above, LANDLORD shall provide each Foreclosing
Lender with written notice that this Ground Lease has been terminated ("Notice
of Rejection") by reason of the TENANT'S trustee in bankruptcy election not to
assume the executory portion of the term of this Ground Lease (or, if TENANT is
a debtor in possession under a Chapter 11 bankruptcy proceeding, that TENANT has
rejected the executory portion of this Ground Lease). Such Notice of Rejection
shall include a statement of all sums which would at that time be due under this
Ground Lease for such termination, and of all other defaults, if any, then known
to LANDLORD. LANDLORD agrees to enter into a new lease ("New Lease") of the
Premises with such Foreclosing Lender for the remainder of the term of this
Ground Lease, effective as of the date of termination, at the Rent and upon the
terms, covenants and conditions (including all escalations of Rent, but
excluding requirements which are not applicable or which have already been
fulfilled) (such as, for example, insurance for periods already elapsed) of this
Ground Lease, provided:

            16.10.1 Such Foreclosing Lender shall make written request upon
LANDLORD for such New Lease within sixty (60) days after the date such
Foreclosing Lender receives LANDLORD'S' Notice of Rejection of this Ground Lease
given pursuant to this Subsection 16.10.

            16.10.2 Such Foreclosing Lender shall pay or cause to be paid to
LANDLORD at the time of the execution and delivery of such New Lease any and all
sums which would at the time of execution and delivery thereof be due pursuant
to this Ground Lease but for such termination and, in addition thereto, all
reasonable attorneys' fees and other expenses which LANDLORD shall have incurred
by reason of such termination and the execution and delivery of the New Lease
and which have not otherwise been received by LANDLORD


Page 18. Ground Lease (Shilo Inn Suites Hotel-Portland/Beaverton)
<PAGE>

from TENANT or other party in interest under TENANT. Upon execution of such New
Lease, LANDLORD shall allow to the lessee named therein as an offset against the
sums otherwise due under this Sub-section 16.10 or under the New Lease, an
amount equal to the net income, if any, actually derived by LANDLORD from the
Premises and Improvements during the period from the date of termination of this
Ground Lease to the date of the beginning of the lease term of such New Lease.
In the event of a controversy as to the amount to be paid to LANDLORD pursuant
to this Sub-section 16.10, the payment obligation shall be satisfied if LANDLORD
shall be paid the amount not in controversy, and the Foreclosing Lender or its
designee shall agree to pay any additional sums ultimately determined to be due
pursuant to arbitration as provided in Section 17 below, plus interest as
allowed by law, and such obligation shall be adequately secured by bond, or
other security reasonably acceptable to LANDLORD.

            16.10.3 Such Foreclosing Lender, or its designee, shall agree to
remedy any of TENANT'S defaults of which the Foreclosing Lender was notified by
LANDLORD'S Termination Notice and which are reasonably susceptible of being so
cured by Foreclosing Lender or its designee (lack of or failure to expend funds
not to excuse the failure to cure such defaults).

      16.11 New Lease Priorities. If more than one Foreclosing Lender shall
request a New Lease pursuant to Sub-section 16.10 above, LANDLORD shall enter
into such New Lease with the Foreclosing Lender whose Leasehold Mortgage is
prior in lien, or with the designee of such Foreclosing Lender. LANDLORD,
without liability to TENANT or any Lender with an adverse claim, may rely upon a
mortgagee's title insurance policy or preliminary title commitment therefore,
purchased by the Foreclosing Lender, issued by a responsible title insurance
company doing business within the State of Oregon, as the basis for determining
the appropriate Foreclosing Lender entitled to such New Lease. Where there is
more than one Leasehold Mortgage against the leasehold estate, the Notice of
Rejection shall be provided by LANDLORD to all Lenders who have provided notice
to LANDLORD of the Lender's interest as provided herein; provided, however, if
LANDLORD previously issued a Termination Notice under the terms of Sub-section
16.8 above, Notice of Rejection need only be given to those Lenders who became
"Foreclosing-Lenders" by protecting their rights under Sub-sections 16.8 and
16.9. The Lender possessing the most senior Leasehold Mortgage, and who has not
waived its rights hereunder, shall have the right to enter into the New Lease
unless any junior Lender, within the sixty (60) day period specified in
Sub-section 16.10.1 shall have paid in full the claims of any Lender which holds
a superior Leasehold Mortgage.

      16.12 Foreclosing Lender Need Not Cure Specified Default. Nothing herein
contained shall require any Foreclosing Lender, or its designee, as a condition
to its exercise of rights hereunder to


Page 19. Ground Lease (Shilo Inn Suites Hotel-Portland/Beaverton)
<PAGE>

cure any default of TENANT which, by reason of passage of time, or other
irretrievable event, is not reasonably susceptible of being cured by such
Foreclosing Lender, or its designee (lack of or failure to expend funds not to
excuse the failure to cure such a default), as measured from the time such
Foreclosing Lender receives notice of the default from LANDLORD.

      16.13 Casualty Loss. A standard mortgagee clause naming each Lender may be
added to any and all insurance policies required to be carried by TENANT
hereunder on condition that the insurance proceeds are to be applied in the
manner specified in this Ground Lease, and the Leasehold Mortgage shall so
provide; except that the Lender may provide a manner for the disposition of such
proceeds, if any, otherwise payable directly to TENANT (but not such proceeds,
if any, payable jointly to LANDLORD and TENANT).

      16.14 Arbitration/Legal Proceedings. LANDLORD shall give each Lender,
prompt notice of any initiation of any arbitration or legal proceedings between
LANDLORD and TENANT involving obligations under this Ground Lease. Each Lender
shall have the right to intervene in any such proceedings and be made a party to
such proceedings, and the parties hereto do consent to such intervention. Any
Lender electing to intervene in the arbitration or legal proceedings between
LANDLORD and TENANT must give written notice of such election to LANDLORD,
TENANT, and any other Lender, within thirty (30) days of receipt of LANDLORD'S
notice of the arbitration or legal proceedings. In the event that any Lender
shall not elect to intervene or become a party to any such proceedings, LANDLORD
shall give the Lender notice of, and a copy of any award or decision made in any
such proceedings, which shall be binding on all Lenders not intervening after
receipt of notice of arbitration. In the event a Lender commences any judicial
or non-judicial action to foreclose its Leasehold Mortgage or otherwise realize
upon its security granted therein, written notice of such proceedings shall be
provided to LANDLORD at the same time notice thereof is given TENANT.

      16.15 Consent of Lender Required. No cancellation, surrender or
modification of this Ground Lease shall be effective as to any Lender (of whom
LANDLORD has been notified as provided in this Ground Lease) unless consented to
in writing by such Lender; provided, however, that nothing in this Sub-section
16.15 shall limit or derogate from LANDLORD'S rights to terminate this Ground
Lease in accordance with the provisions of this Ground Lease. So long as any
Leasehold Mortgage is in existence, unless all Lenders shall otherwise expressly
consent in writing, the fee title to the Premises and the leasehold estate shall
not merge but shall remain separate and distinct, notwithstanding the
acquisition of such fee title and the leasehold estate by LANDLORD or by TENANT
or by a third party, by purchase or otherwise. The foregoing shall not apply in
the event of termination of this Ground Lease after default by TENANT; provided
that no Lender shall have requested and


Page 20. Ground Lease (Shilo Inn Suites Hotel-Portland/Beaverton)
<PAGE>

been granted a New Lease pursuant to the provisions of Sub-section 16.10 above.

      16.16 Estoppel Certificate. LANDLORD and TENANT shall, without charge, any
time and from time to time hereafter, within ten (10) days after written request
of the other party to the Ground Lease to do so, certify by written instrument
duly executed and acknowledged to any Lender or purchaser, or proposed Lender or
proposed purchaser, or any other person, firm or corporation specified in such
request the information itemized herein. The party requesting the estoppel
certificate shall identify the purpose of the request and the persons to whom
the information will be disclosed. The information to be provided is as follows:
(i) as to whether this Ground Lease has been supplemented or amended, and, if
so, the substance and manner of such supplement or amendment; (ii) as to whether
this Ground Lease remains in full force and effect; (iii) as to the existence of
any default hereunder; (iv) to the best of the knowledge of the party from whom
the information is requested, as to the existence of any offsets, counterclaims
or defenses hereto on the part of LANDLORD or TENANT; and (v) as to the
commencement and expiration dates of the Term of this Lease. Any Lender and any
other holder of any indebtedness secured by TENANT'S leasehold estate shall
provide to LANDLORD, at any time, and from time to time, without charge to
LANDLORD, upon LANDLORD'S written request, a statement as to (a) the current
amount secured by the Leasehold Mortgage held by such Lender, (b) whether any
default exists under the Leasehold Mortgage (or whether any event has occurred
which, with notice or lapse of time, or both, would constitute a default), and
(c) whether there exists any offsets, claims or disputes with respect to the
Leasehold Mortgage and the instruments secured thereby.

      16.17 Notices. Notices from LANDLORD to the Lender shall be mailed to the
address furnished to LANDLORD pursuant to Section 19 below and, those from the
Lender to LANDLORD shall be mailed to the address designated pursuant to the
provisions of Section 19 below. Such notices, demands and requests shall be
given in the manner described in Section 19 below and shall, in all respects, be
governed by the provisions of that Section.

      16.18 Erroneous Payments. No payment made to LANDLORD by a Lender shall
constitute agreement that such payment was, in fact, due under the terms of this
Ground Lease; and a Lender having made any payment to LANDLORD pursuant to
LANDLORD'S wrongful, improper or mistaken notice or demand shall be entitled to
the return of any such payment or portion thereof provided the Lender shall have
made demand therefore not later than one (1) year after the date of its payment.

17. Arbitration. Any controversy, dispute or claim which arises out of or which
relates to this Ground Lease, or to the interpretation or breach thereof, shall
be resolved by arbitration


Page 21. Ground Lease (Shilo Inn Suites Hotel-Portland/Beaverton)
<PAGE>

in accordance with the rules of the Arbitration Service of Portland, Inc. which
are in effect at the time the arbitration is initiated, and judgment upon the
award rendered pursuant to such arbitration may be entered in any court having
jurisdiction thereof. However, nothing in this paragraph shall preclude LANDLORD
from bringing, maintaining, and concluding an action against TENANT for forcible
entry or wrongful detainer. The arbitrator shall determine the controversy in
accordance with the laws of the State of Oregon as applied to facts found by the
arbitrator and in accordance with the rules of the Uniform Arbitration Act and
the Arbitration Service of Portland. The arbitrator shall make awards in strict
conformity with such rules and shall have no power to depart from or change any
of the provisions thereof. All arbitration proceedings shall be conducted in
Multnomah County or Washington County, Oregon. The decision of the arbitrator
shall be rendered within sixty (60) days after appointment, and such decision
shall be in writing, at least in duplicate, one counterpart thereof to be
delivered to each of the parties hereto, plus a duplicate original copy to each
Lender participating in the proceeding. The award of the arbitrator shall be
binding, final and conclusive on LANDLORD, TENANT, and all Lenders, and judgment
on such award rendered may be entered in any court having jurisdiction thereof.
Fees of the arbitrator and the expenses incident to the proceedings shall be
paid equally by LANDLORD and TENANT.

18. Successors. This Ground Lease and each and all of its terms and provisions
shall be binding upon and inure to LANDLORD and TENANT, and each of them, and
their successors and assigns.

19. Notices. Any notice to be given to LANDLORD or TENANT shall be personally
delivered or may be made by certified mail, return receipt requested to:

      TO LANDLORD:      Jon Katze
                        Kathryn Deshpande
                        3017 Dumbarton Road
                        Memphis, Tennessee 38163

                        FAX (901) 577-8462

      TO TENANT:        Mark S. Hemstreet
                        Shilo Inns
                        11600 S. W. Barnes Road
                        Portland, Oregon 97225

                        FAX (503) 641-4611

or at such address as either party shall hereafter designate in writing to the
other. Notice may also be given by facsimile transmission with a copy of the
notice being immediately mailed to the addressee by first-class mail. Notices
hand delivered shall be


Page 22. Ground Lease (Shilo Inn Suites Hotel-Portland/Beaverton)
<PAGE>

deemed received when delivered, if delivered prior to 5:00 p.m. (local time at
the place of delivery) on a business day, or otherwise at 9:00 a.m. (local time
at the place of delivery) on the next business day. Notices delivered by
certified mail, return receipt requested, shall be deemed delivered on the
second business day following the date of mailing. Notices delivered by FAX
shall be deemed delivered one hour after facsimile transmission, if transmitted
prior to 3:00 p.m. (local time at the place of the receiving FAX machine) on a
business day, otherwise at 9:00 a.m. (local time at the place of the receiving
FAX machine) on the next business day.

For as long as U.S. National Bank of Oregon is a Lender, as defined in this
Ground Lease, copies of all notices to any Lender shall be sent to such bank at
the following address:

            U.S. National Bank of Oregon
            Oregon Corporate Banking Division
            321. S.W. Sixth Avenue
            Portland, Oregon 97204

20. Notice of Administrative or Judicial Proceedings. In the event either
LANDLORD or TENANT receives actual notice of any pending or proposed
administrative or judicial proceeding that affects, or may affect, the Premises
or the Improvements (such as, for example, proposed zone changes, comprehensive
plan changes, street widening, change of street grade, condemnation proceedings,
change of use of adjacent properties), prompt written notice shall be provided
to the other party, with a copy, if any exists, of any public notice, newspaper
article, or other information relating to the event or proceeding.

21. Waiver. The waiver by LANDLORD or TENANT of any breach by the other party of
any term, covenant or condition herein contained shall not be deemed to be a
waiver of any subsequent breach of the same or other term, covenant or condition
herein contained.

22. Short Form lease. The parties hereto mutually agree that, at the time of the
execution of this restated Ground Lease, they will also execute and acknowledge
a short form lease notice which shall be recorded.

23. Holding Over. Failure by TENANT to vacate the Premises at the time specified
in this Ground Lease shall not constitute a renewal or extension or give TENANT
any rights in the Premises or the Improvements. Upon such a holdover, TENANT
shall defend and indemnify LANDLORD from all liability and expense resulting
from the failure or delay of TENANT to timely surrender the Premises, including,
without limitation, claims made by any succeeding lessee founded on or resulting
from TENANT'S failure to so surrender the Premises.


Page 23. Ground Lease (Shilo Inn Suites Hotel-Portland/Beaverton)
<PAGE>

24. Attorneys' Fees. In the event it is necessary for either party to employ an
attorney to enforce the terms of this Ground Lease, or file a civil action to
enforce any terms, conditions or rights under this Ground Lease, or to defend
any action or take any appeal from any decree or judgment, or to enforce or
defend any rights in any bankruptcy or State receivership proceeding, or to
enforce or defend any rights in any arbitration proceeding, then the prevailing
party in any such action or appeal or proceeding shall be entitled to recover
from the other all reasonable attorneys' fees, costs and expenses as may be
fixed by the court or arbitrator, and such attorneys' fees, costs and expenses
may be made a part of any decree or judgment entered.

25. Quiet Possession. LANDLORD warrants that TENANT will enjoy peaceful and
quiet possession of the Premises.

26. Entire Agreement. This Ground Lease contains the entire agreement between
LANDLORD and TENANT, and replaces and supersedes any previous oral or written
understandings or agreements with respect to the Premises and/or the
Improvements. This Ground Lease may only be modified by written agreement
between the parties hereto.

27. Presumptions. This Ground Lease is the result of negotiations between
LANDLORD and TENANT, both of whom were represented by counsel of their choosing.
No presumption shall exist in favor of either party concerning the
interpretation of this document by reason of which party drafted the document.


/ / /
/ / /
/ / /


Page 24. Ground Lease (Shilo Inn Suites Hotel-Portland/Beaverton)
<PAGE>

28. Section Headings. The Section headings in this Ground Lease are inserted for
convenience and are not intended to indicate completely or accurately the
contents of the Sections they introduce.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on the
dates next to their names.

LANDLORD                                   TENANT


/s/ Jon Katze                              Beaverton Hotel Associates
- --------------------------                 an Oregon General Partnership
Jon Katze

      Date: June 9, 1993                   by /s/ Mark S. Hemstreet
            --------------                    ----------------------------
                                              Mark S. Hemstreet, Partner


/s/ Kathryn Deshpande                                 Date: 6/14/93
    ----------------------                                  --------------

      Date: 6/9/93                         by /s/ Patrick G. Lockhart
            --------------                    ----------------------------
                                              Patrick G. Lockhart, Partner

                                                      Date: 6/14/93
                                                            --------------


Page 25. Ground Lease (Shilo Inn Suites Hotel-Portland/Beaverton)
<PAGE>

Beginning at the Northwest corner of the FIRST ADDITION TO WESTVIEW, a duly
recorded subdivision in Section 11, Township 1 South, Range 1 West of the
Willamette Meridian, in the County of Washington and State of Oregon, which
Northwest corner bears North 89(degrees)18' West 1,067.5 feet and North
0(degrees)46' West 435.0 feet from the one-quarter corner between Sections 11
and 14, Township 1 South, Range 1 West of the Willamette Meridian; thence from
the described place of beginning, North 0(degrees)46' West 443.46 feet to the
Northwest corner of that certain tract of land conveyed to George Nendel by deed
recorded on Page 635 of Volume 130 of Washington County, Oregon, Deed Records;
thence North 82(degrees)39' East along the Northerly line of the said Nendel
tract, 477.22 feet to the Northeast corner thereof; thence South 0(degrees)46'
East along the East line of said Nendel tract and on the center line of County
Road Number 1163, a distance of 342.5 feet to the Northeast corner of the said
FIRST ADDITION TO WESTVIEW; thence South 71(degrees)03' West along the Northerly
line of the FIRST ADDITION TO WESTVIEW, a distance of 499.0 feet to the place of
beginning.


EXHIBIT A to the GROUND LEASE (Shilo Inn Suites Hotel-Portland/Beaverton)
<PAGE>

================================================================================

      THIS INDENTURE OF LEASE, made and entered into this 1st day of December
1992, by and between Mark S. Hemstreet and Beaverton Hotel Associates

hereinafter called the lessor, and Beaverton Restaurant Corp.

                                          hereinafter called the lessee,

      WITNESSETH: In consideration of the covenants, agreements and stipulations
herein contained on the part of the lessee to be paid, kept and faithfully
performed, the lessor does hereby lease, demise and let unto the said lessee
those certain premises, as is, situated in the City of Portland, County of
Washington and State of Oregon, known and described as follows:


Restaurant, lounge, meeting and banquet rooms situated at 9900 S.W. Canyon Road,
Portland, Washington County, Oregon.


      To Have and to Hold the said described premises unto the said lessee for a
period of time commencing with the 1st day of December, 1992, and ending at
midnight on the 31st day of December. In addition, lessee is hereby granted one
five (5) year renewal option (i.e., January 1, 2003, to and including December
31, 2007), which option shall be exercised not earlier than January 1, 2002, nor
later than September 1, 2002. Lessee shall pay to lessor, as and for rental
during the term of the lease, the sums set forth in Addendum A, attached hereto
and incorporated herein.


      In consideration of the leasing of said premises and of the mutual
agreements herein contained, each party hereto does hereby expressly covenant
and agree to and with the other, as follows:

================================================================================
<PAGE>

================================================================================

LESSEE'S ACCEPTANCE OF LEASE

      (1) The lessee accepts said letting and agrees to pay to the order of the
lessor the rentals above stated for the full term of this lease, in advance, at
the times and in the manner aforesaid.

USE OF PREMISES

      (2a) The lessee shall use said demised premises during the term of this
lease for the conduct of the following business:

restaurant and lounge operation, including meeting and banquet room facilities,
also including video poker gaming machines (any other form of legalized gaming
activities shall require lessor's consent) and for no other purpose whatsoever
without lessor's written consent.

      (2b) The lessee will not make any unlawful, improper or offensive use of
said premises; he will not suffer any strip or waste thereof: he will not permit
any objectionable noise or odor to escape or to be emitted from said premises or
do anything or permit anything to be done upon or about said premises in any way
tending to create a nuisance: he will not sell or permit to be sold any
spiritous, vinous or malt liquors on said premises, excepting such as lessee may
be licensed by law to sell and as may be herein expressly permitted: nor will he
sell or permit to be sold any controlled substance on or about said premises.

      (2c) The lessee will not allow the leased premises at any time to fall
into such a state of repair or disorder as to increase the dire hazard thereon;
he shall not install any power machinery on said premises except under the
supervision and with written consent of the lessor; he shall not store gasoline
or other highly combustible materials on said premises at any time; he will not
use said premises in such a way or for such a purpose that the fire insurance
rate on the building in which said premises are located is thereby increased or
that would prevent the lessor from taking advantage of any rulings of any agency
of the state in which said leased premises are situated or its successors, which
would allow the lessor to obtain reduced premium rates for long term fire
insurance policies.

      (2d) Lessee shall comply at lessee's own expense with all laws and
regulations of any municipal, county, state, federal or other public authority
respecting the use of said leased premises.

      (2e) The lessee shall regularly occupy and use the demised premises for
the conduct of lessee's business, and shall not abandon or vacate the premises
for more than ten days without written approval of lessor.

UTILITIES

      (3) The lessee shall pay for all heat, light, water, power, and other
services or utilities used in the above demised premises during the term of this
lease.

REPAIRS AND IMPROVEMENTS

      (4a) The lessor shall not be required to make any repairs, alterations,
additions or improvements to or upon said premises during the term of this
lease, except only those hereinafter specifically provided for; the lessee
hereby agrees to maintain and keep said leased premises including all interior
and exterior doors, heating, ventilating and cooling systems, interior wiring,
plumbing and drain pipes to sewers or septic tank, in good order and repair
during the entire term of this lease at lessee's own cost and expense, and to
replace all glass which may be broken or damaged during the term hereof in the
windows and doors of said premises with glass of as good or better quality as
that now in use: lessee further agrees that he will make no alterations,
additions or improvements to or upon said premises without the written consent
of the lessor first being obtained.

      (4b) The lessor agrees to maintain in good order and repair during the
term of this lease the exterior walls, roof, gutters, downspouts and foundations
of the building in which the demised premises are situated and the sidewalks
thereabouts.

                                                It is understood and agreed that
the lessor reserves and at any and all times shall have the right to alter,
repair or improve the building of which said demised premises are a part, or to
add thereto and for that purpose at any time may erect scaffolding and all other
necessary structures about and upon the demised premises and lessor and lessors
representatives, contractors and workmen for that purpose may enter in or about
the said demised premises with such materials as lessor may deem necessary
therefor, and lessee waives any claim to damages, including loss of business
resulting therefrom.

LESSOR'S RIGHT OF ENTRY

      (5) It shall be lawful for the lessor, his agents and representatives, at
any reasonable time to enter into or upon said demised premises for the purpose
of examining into the condition thereof, or any other lawful purpose.

      (6) The lessee will not assign, transfer, pledge, hypothecate, surrender
or dispose of this lease, or any interest herein, sub let, or permit any other
person or persons whomsoever to occupy the demised premises without the written
consent of the lessor being first obtained in writing; this lease is personal to
said lessee; lessee's interests, in whole or in part, cannot be sold, assigned,
transferred, seized or taken by operation at law, or under or by virtue of any
execution or legal process, attachment or proceedings instituted against the
lessee, or under or by virtue of any bankruptcy or insolvency proceedings had in
regard to the lessee, or in any other manner, except as aboved mentioned. SEE
ADDENDUM A FOR ADDITIONAL TERMS.

LIENS

      (7) The lessee will not permit any lien of any kind, type or description
to be placed or imposed upon the building in which said leased premises are
situated, or any part thereof, or the real estate on which it stands.

ICE, SNOW, DEBRIS

      (8) If the premises herein leased are located at street level, then at all
times lessee shall keep the sidewalks in front of the demised premises free and
clear of ice, snow, rubbish, debris and obstruction; and if the lessee occupies
the entire building, he will not permit rubbish, debris, ice or snow to
accumulate on the roof of said building so as to stop up or obstruct gutters or
downspouts or cause damage to said roof, and will save harmless and protect the
lessor against any injury whether to lessor or to lessor's property or to any
other person or property caused by his failure in that regard.

OVERLOADING OF FLOORS

      (9) The lessee will not overload the floors of said premises in such a way
as to cause any undue or serious stress or strain upon the building in which
said demised premises are located, or any part thereof, and the lessor shall
have the right, at any time, to call upon any competent engineer or architect
whom the lessor may choose, to decide whether or not the floors of said
premises, or any part thereof, are being overloaded so as to cause any undue or
serious stress or strain on said building, or any part thereof, and the decision
of said engineer or architect shall be final and binding upon the lessee; and in
the event that the engineer or architect so called upon shall decide that in his
opinion the stress or strain is such as to endanger or injure said building, or
any part thereof, then and in that event the lessee agrees immediately to
relieve said stress or strain either by reinforcing the building or by
lightening the load which causes such stress or strain in a manner satisfactory
to the lessor.

ADVERTISING SIGNS

      (10) The lessee will not use the outside walls of said premises, or allow
signs or devices of any kind to be attached thereto or suspended therefrom, for
advertising or displaying the name or business of the lessee or for any purpose
whatsoever without the written consent of the lessor; however, the lessee may
make use of the windows of said leased premises to display lessee's name and
business when the workmanship of such signs shall be of good quality and
permanent nature; provided further that the lessee may not suspend or place
within said windows or paint thereon any banners, signs, sign-boards or other
devices in violation of the intent and meaning of this section.

LIABILITY INSURANCE

      (11) The lessee further agrees at all times during the term hereof, at his
own expense, to maintain, keep in effect, furnish and deliver to the lessor
liability insurance policies in form and with an insurer satisfactory to the
lessor, insuring both the lessor and the lessee against all liability for
damages to person or property in or about said leased premises; the amount of
said liability insurance shall not be less than $100,000.00 for injury to one
person, $300,000.00 for injuries arising out of any one accident and not less
than $100,000.00 for property damage. Lessee agrees to and shall indemnify


      SEE ADDENDUM A FOR ADDITIONAL TERMS.

================================================================================
<PAGE>

================================================================================

and hold lessor harmless against any and all claims and demands arising from the
negligence of the lessee, his officers, agents, invitees and/or employees, as
well as those arising from lessees failure to comply with any covenant of this
lease on his part to be performed, and shall at his own expense defend the
lessor against any and all suits or actions arising out of such negligence,
actual or alleged, and all appeals therefrom and shall satisfy and discharge any
judgment which may be awarded against lessor in any such suit or action.

FIXTURES

      (12) All partitions, plumbing, electrical wiring, additions to or
improvements upon said leased premises, whether installed by the lessor or
lessee, shall be and become a part of the building as soon as installed and the
property of the lessor unless otherwise herein provided.

LIGHT AND AIR

      (13) This lease dose not grant any rights of access to light and air over
the property.

DAMAGE BY CASUALTY, FIRE AND DUTY TO REPAIR

      (14) In the event of the destruction of the building in which said leased
premises are located by fire or other casualty, either party hereto may
terminate this lease as of the date of said fire or casualty, provided, however,
that in the event of damage to said building by fire or other casualty to the
extent of 50 per cent or more of the sound value of said building, the lessor
may or may not elect to repair said building; written notice of lessor's said
election shall be given lessee within fifteen days after the occurrence of said
damage; if said notice is not so given, lessor conclusively shall be deemed to
have elected not to repair; in the event lessor elects not to repair said
building, then and in that event this lease shall terminate with the date of
said damage; but if the building in which said leased premises are located be
but partially destroyed and the damage so occasioned shall not amount to the
extent indicated above, or if greater than said extent and lessor elects to
repair, as aforesaid, then the lessor shall repair said building with all
convenient speed and shall have the right to take possession of and occupy, to
the exclusion of the lessee, all or any part of said building in order to make
the necessary repairs, and the lessee hereby agrees to vacate upon request, all
or any part of said building which the lessor may require for the purpose of
making necessary repairs, and for the period of time between the day of such
damage and until such repairs have been substantially completed there shall be
such an abatement of rent as the nature of the injury or damage and its
interference with the occupancy of said leased premises by said lessee shall
warrant; however, if the premises be but slightly injured and the damage so
occasioned shall not cause any material interference with the occupation of the
premises by said lessee, then there shall be no abatement of rent and the lessor
shall repair said damage with all convenient speed.

WAIVER OF SUBROGATION RIGHTS

      (15) Neither the lessor nor the lessee shall be liable to the other for
loss arising out of damage to or destruction of the leased premises, or the
building or improvement of which the leased premises are a part or with which
they are connected, or the contents of any thereof, when such loss is caused by
any of the perils which are or could be included within or insured against by a
standard form of fire insurance with extended coverage, including sprinkler
leakage insurance, if any. All such claims for any and all loss, however caused,
hereby are waived. Such absence of liability shall exist whether or not the
damage or destruction is caused by the negligence of either lessor or lessee or
by any of their respective agents, servants or employees. It is the intention
and agreement of the lessor and the lessee that the rentals reserved by this
lease have been fixed in contemplation that each party shall fully provide his
own insurance protection at his own expense, and that each party shall look to
his respective insurance carriers for reimbursement of any such loss, and
further, that the insurance carriers involved shall not be entitled to
subrogation under any circumstances against any party to this lease. Neither the
lessor nor the lessee shall have any interest or claim in the other's insurance
policy or policies, or the proceeds thereof, unless specifically covered therein
as a joint assured.

EMINENT DOMAIN

      (16) In case of the condemnation or purchase of all or any substantial
part of the said demised premises by any public or private corporation with the
power of condemnation this lease may be terminated, effective on the date
possession is taken, by either party hereto on written notice to the other and
in that case the lessee shall not be liable for any rent after the termination
date. Lessee shall not be entitled to and hereby expressly waives any right to
any part of the condemnation award or purchase price.

FOR SALE AND FOR RENT SIGNS

      (17) During the period of 60 days prior to the date above fixed for the
termination of said lease, the lessor herein may post on said premises or in the
windows thereof signs of moderate size notifying the public that the premises
are "for sale" or "for lease."

DELIVERING UP PREMISES ON TERMINATION

      (18) At the expiration of said term or upon any sooner termination
thereof, the lessee will quit and deliver up said leased premises and all future
erections or additions to or upon the same, broom-clean, to the lessor or those
having lessor's estate in the premises, peaceably, quietly, and in as good order
and condition, reasonable use and wear thereof, damage by fire, unavoidable
casualty and the elements alone excepted, as the same are now in or hereafter
may be put in by the lessor.

ADDITIONAL COVENANTS OR EXCEPTIONS

      (19) See additional terms in Addendum A, attached hereto and incorporated
herein.

================================================================================
<PAGE>

================================================================================

ATTACHMENT BANKRUPT DEFAULT

      PROVIDED, ALWAYS, and these presents are upon these conditions, that (1)
if the lessee shall be in arrears in the payment of said rent for a period of
ten days after the same becomes due, or (2) if the lessee shall fail or neglect
to do, keep, perform or observe any of the covenants and agreements contained
herein on lessee's part to be done, kept, performed and observed and such
default shall continue for ten days or more after written notice of such failure
or neglect shall be given to lessee, or (3) if the lessee shall be declared
bankrupt or insolvent according to law, or (4) if any assignment of lessee's
property shall be made for the benefit of creditors, or (5) if on the expiration
of this lease lessee fails to surrender possession of said leased premises, then
and in either or any of said cases or events, the lessor or those having
lessor's estate in the premises, may terminate this lease and, lawfully, at his
or their option immediately or at any time thereafter, without demand or notice,
may enter into and upon said demised premises and every part thereof and
repossess the same as of lessor's former estate, and expel said lessee and those
claiming by, through and under lessee and remove lessee's effects at lessees
expense, forcibly if necessary and store the same, all without being deemed
guilty of trespass and without prejudice to any remedy which otherwise might be
used for arrears of rent or preceding breach of covenant.

      Neither the termination of this lease by forfeiture nor the taking or
recovery of possession of the premises shall deprive lessor of any other action,
right, or remedy against lessee for possession, rent or damages, nor shall any
omission by lessor to enforce any forfeiture, right or remedy to which lessor
may be entitled be deemed a waiver by lessor of the right to enforce the
performance of all terms and conditions of this lease by lessee.

      In the event of any re-entry by lessor, lessor may lease or relet the
premises in whole or in part to any tenant or tenants who may be satisfactory
to lessor, for any duration, and for the best rent, terms and conditions as
lessor may reasonably obtain. Lessor shall apply the rent received from any new
tenant first to the cost of retaking and reletting the premises, including
remodeling required to obtain any new tenant, and then to any arrears of rent
and future rent payable under this lease and any other damages to which lessor
may be entitled hereunder.

      Any property which lessee leaves on the premises after abandonment or
expiration of the lease, or for more than ten days after any termination of the
lease by landlord, shall be deemed to have been abandoned, and lessor may remove
and sell said property at public or private sale as lessor sees fit, without
being liable for any prosecution therefor or for damages by reason thereof, and
the net proceeds of said sale shall be applied toward the expenses of landlord
and rent as aforesaid, and the balance of such amounts, if any, shall be held
for and paid to the lessee.

HOLDING OVER

      In the event the lessee for any reason shall hold over after the
expiration of this lease, such holding over shall not be deemed to operate as a
renewal or extension of this lease, but shall only create a tenancy from month
to month which may be terminated at will at any time by the lessor.

ATTORNEY FEES AND COURT COSTS

      In case suit or action is instituted to enforce compliance with any of the
terms, covenants or conditions of this lease or to collect the rental which may
become due hereunder, or any portion thereof, the losing party agrees to pay
such sum as the trial court may adjudge reasonable as attorney's fees to be
allowed the prevailing party in such suit or action and in the event any appeal
is taken from any judgment or decree in such suit or action, the losing party
agrees to pay such further sum as the appellate court shall adjudge reasonable
as prevailing party's attorney's fees on such appeal. The lessee agrees to pay
and discharge all lessor's costs and expenses, including lessor's reasonable
attorney's fees that shall arise from enforcing any provision or covenants of
this lease even though no suit or action is instituted.

WAIVER

      Any waiver by the lessor of any breach of any covenant herein contained to
be kept and performed by the lessee shall not be deemed or considered as a
continuing waiver, and shall not operate to bar or prevent the lessor from
declaring a forfeiture for any succeeding breach, either of the same condition
or covenant or otherwise,

NOTICES

      Any notice required by the terms of this lease to be given by one party
hereto to the other or desired so to be given, shall be sufficient if in writing
contained in a sealed envelope, deposited in the U. S. Registered Mails with
postage fully prepaid, and if intended for the lessor herein then if addressed
to said lessor at 11600 SW Barnes Road Portland, Oregon 97225 and if intended
for the lessee, then if addressed to the lessee at 11600 SW Barnes Road,
Portland, OR 97225. Any such notice shall be deemed conclusively to have been
delivered to the addressee thereof forty-eight hours after the deposit thereof
in said U. S. Registered Mails.

HEIRS AND ASSIGNS

      All rights, remedies and liabilities herein given to or imposed upon
either of the parties hereto shall extend to, inure to the benefit of and bind,
as the circumstances may require, the heirs, executors, administrators,
successors and, so far as this lease is assignable by the term hereof, to the
assigns of such parties.

      In construing this lease, it is understood that the lessor or the lessee
may be more than one person; that if the context so requires, the singular
pronoun shall be taken to mean and include the plural, the masculine, the
feminine and the neuter, and that generally all grammatical changes shall be
made, assumed and implied to make the provisions hereof apply equally to
corporations and to individuals,

      IN WITNESS WHEREOF, the respective parties have executed this instrument
in duplicate on this, the day and year first hereinabove written, any
corporation signature being by authority of its Board of Directors.

Beaverton Restaurant Corp.


By: /s/ Mark S. Hemstreet                     /s/ Mark S. Hemstreet
    ---------------------------------             ------------------------------
    /s/ Mark S. Hemstreet, President          /s/ Mark S. Hemstreet  "LESSOR"
    "LESSEE"                                  Beaverton Hotel Associates


                                              /s/ Mark S. Hemstreet
                                                  ------------------------------
                                              /s/ Mark S. Hemstreet  "LESSOR"

================================================================================
<PAGE>

A. RENTAL

      1. Lessee agrees to pay to Lessor during the entire term of this lease,
without deductions or offsets, at the offices of Lessor, or Lessor's agent, as
rent for the Premises, a monthly rental, which shall be due on the first day of
each month and shall be delinquent if not paid by the tenth (10th) day of each
month, as follows:

            1.1 First (1st) through third (3rd) months (i.e., December 1, 1992,
through February 28, 1993), it is agreed between the parties that the base rent
and percentage rent shall be zero (-0-)

            1.2 Fourth (4th) through twenty-fourth (24th) months during the term
hereof, a minimum monthly rental of Three Thousand Five Hundred Dollars
($3,500.00), plus percentage rent of an amount equal to four percent (4%) of
Lessee's annual gross sales (as hereinafter defined), less the amount paid or
credited as minimum rent.

            1.3 Twenty-fifth (25th) through sixtieth (60th) months during the
term hereof, a minimum monthly rental of Four Thousand Dollars, plus percentage
rent of an amount equal to five percent (5%) of Lessee's annual gross sales (as
hereinafter defined), less the amount paid or credited as minimum rent.

            1.4 Sixty-first (61st) through one hundred twentieth (120th) months
during the term hereof, a minimum monthly rental of Five Thousand Dollars, plus
percentage rent of an amount equal to six percent (6%) of Lessee's annual gross
sales (as hereinafter defined), less the amount paid or credited as minimum
rent.

            1.5 One hundred twenty-first (121st) through one hundred eightieth
(180th) months during the term hereof (if Lessee elects to exercise the one (1)
five (5) year renewal option), a minimum monthly rental of Six Thousand Dollars,
plus percentage rent of an amount equal to seven percent (7%) of Lessee's annual
gross sales (as hereinafter defined), less the amount paid or credited as
minimum rent.

      2. Lessee agrees to pay all personal property taxes attributable to Lessee
and hold Lessor harmless thereon. Lessee agrees to pay Lessee's pro rata share
of the real property taxes attributable to Lessee's share of the demised
Premises. Lessee's pro rata share of the real property taxes is twenty-five
percent (25%) of the total real property tax bill on the entire hotel and
restaurant complex of which the demised Premises is a part.

      3. Lessee agrees to pay all charges for heat, light, power, water, sewage,
garbage and other services or utilities used by


Page 1. Addendum A (Shilo Restaurant and Lounge, Portland/Beaverton)
<PAGE>

Lessee in the Premises. Lessee's share of utilities not separately metered shall
be twenty-five percent (25%) of the total utility bills on the entire hotel and
restaurant complex of which the demised Premises is a part.

      4. One-twelfth (1/12th) of Lessee's share of the real property taxes shall
be paid at the same time as the payment of the minimum monthly rental as set
forth in paragraph 1 above. In the event the reserves for real property taxes
are insufficient, or in the event there are other payments required of Lessee
under this lease (other than percentage rent), Lessee shall pay such additional
sums owing within ten (10) days of written notice of demand.

      5. Gross Sales shall be determined and reported as follows:

            5.1 The term "gross sales" as used herein shall be construed to
include the entire amount of the actual sales receipts, whether for cash, credit
or otherwise, of all consumable products, including alcoholic beverages, food,
snacks, tobacco products, sundries, goods and services incidental thereto, to be
sold on or from the leased Premises, whether consumed on the leased Premises,
Lessor's premises, or elsewhere. There shall be excluded from gross sales the
amount added to, or included n, the sale price or charges on account of any
gross sales or use taxes now or hereafter imposed upon or in respect to, the
ale of any such merchandise or services, by any governmental body, and collected
by Lessee merely as the collection agent for such governmental body.

            5.2 Lessee shall keep proper books of account and other records
pertaining to all sales of merchandise and service and all other revenue derived
from the business conducted by Lessee at, in, from or upon the leased Premises,
during each day of the term hereof. The books and records shall be kept in the
Premises or at the corporate offices of Lessee, and made accessible to Lessor
who may inspect all such books and records, and copies of Lessee's federal and
state income tax returns for relevant years at all reasonable times to verify
Lessee's gross receipts. Lessee shall preserve for at least twelve (12) months
after the expiration of each calendar year all sales slips and other pertinent
original records.

            5.3 Lessee shall submit to Lessor on or before the twentieth (20th)
day of each month, at the place where the minimum monthly rental is then
payable, a complete written statement signed by an authorized representative of
Lessee showing in all reasonable detail the amount of gross sales (as defined
herein) made from the leased Premises during the preceding month. The additional
sum over the minimum monthly rental (as identified in paragraph 1 above) owing
for percentage rent shall be due on the thirtieth


Page 2. Addendum A (Shilo Restaurant and Lounge, Portland/Beaverton)
<PAGE>

(30th) day of the month following the month for which the percentage rent is
calculated, and shall be delinquent if not paid by the thirtieth (30th) day of
such month.

B. CONTINGENCIES. This lease is conditioned upon Lessee maintaining in full
force and effect during the term of this lease and any extensions thereof a
liquor license through the Oregon Liquor Control Commission for the restaurant
operation located on the demised Premises. Lessee's failure to maintain a valid
and existing liquor license for the restaurant operation shall constitute a
material breach and default under the terms of this lease and the remedies
herein provided for default shall also be applicable.

C. ASSIGNMENT. Lessee shall not, directly or indirectly, sell, assign, encumber,
pledge, transfer or hypothecate (collectively "Assignment") all or any part of
the Premises or Lessee's leasehold estate hereunder, or sublet the Premises or
any portion thereof or permit occupation by anyone other than Lessee WITHOUT
LESSOR'S PRIOR WRITTEN CONSENT. WHICH CONSENT MAY BE ARBITRARILY WITHHELD.
Lessor must be able to control the identity of the tenant in this restaurant in
view of the fact that the restaurant is incorporated into the building on which
the leased Premises is a portion thereof.

D. INSURANCE.  In addition to the casualty and liability insurance requirements
as contained in paragraph (11) of the lease, Lessee shall carry liquor liability
insurance coverage insuring Lessor and Lessee in an amount of not less than Five
Hundred Thousand Dollars ($500,000.00), if economically obtainable.


Page 3. Addendum A (Shilo Restaurant and Lounge, Portland/Beaverton)
<PAGE>

                               ASSIGNMENT OF LEASE

     KNOW ALL MEN BY THESE PRESENTS, That Beaverton Hotel Associates Assignor,
for value received hereby assigns unto Mark S. Hemstreet Assignee, the lessee's
interest in that certain lease made by Beaverton Hotel Associates in which Jon
Katze and Kathryn Desphande is lessor dated June 1, 1993(*) and covering the
following described premises, to-wit:

Real property commonly known as 9900 SW Canyon Road, Portland, Washington
County, Oregon, the legal description of which is attached hereto, marked as
Exhibit A.


(*) Notice of such lease was recorded June 15, 1993, at Fee No. 93046792,
Washington County Deed Records, including all additions, addendums and
amendments thereto (if any). This Assignment includes all of Assignor's interest
in all improvements, furniture, furnishings and equipment associated with the
above-described real property.

         To Have and to Hold the same unto said Assignee and assigns from
September 1, 1993, for all the rest of the term of said lease, subject to the
covenants, conditions and provisions therein mentioned. The rents provided for
in said lease are paid to and including September 1, 1993.

         AND the Assignor hereby covenants that the interest in said lease
hereby assigned is free from encumbrances.

         In construing this assignment and where the context so requires, the
singular includes the plural and all grammatical changes shall be implied to
make the provisions hereof apply equally to corporations and to individuals.

         In Witness Whereof, the assignor has executed this instrument on
September 23, 1993; if a corporate assignor, it has been done by order of
assignor's board of directors with its corporate seal affixed.

/s/ Mark S. Hemstreet                                /s/ Patrick G. Lockhart
- ------------------------                             --------------------------
Mark S. Hemstreet                                    Patrick G. Lockhart

                                                     /s/ Rosemary Lockhart
                                                     --------------------------
                                                     Rosemary Lockhart

(If executed by a corporation,
affix corporate seal)

STATE OF OREGON, County of Washington ) ss. September 23, 1993.

     Personally appeared the above named Patrick G. Lockhart and Rosemary
Lockhart and acknowledged the foregoing instrument to be their voluntary act and
deed.

                  Before me: /s/ Douglas A. Pease, Sr.

                                 OFFICIAL SEAL
                              DOUGLAS A. PEASE SR.
                             NOTARY PUBLIC - OREGON
                             COMMISSION NO. 019196
                      MY COMMISSION EXPIRES OCT. 23, 1996


STATE OF OREGON, County of Washington ) ss. September 22, 1993.

Personally appeared Mark S. Hemstreet and acknowledged said
instrument to be his voluntary act and deed.

                         Before me:

                         /s/ Shirley Jean Stewart

                                 OFFICIAL SEAL
                              SHIRLEY JEAN STEWART
                             NOTARY PUBLIC - OREGON
                             COMMISSION NO. 026678
                      MY COMMISSION EXPIRES SEPT. 5, 1997
<PAGE>

       SHILO INN                                       DATE_____________________

[LOGO] PORTLAND/BEAVERTON                             ROOMS (142)_______________

<TABLE>
<CAPTION>
              C/O  S/O                     C/O  S/O                         C/O  S/O
===============================================================================================
 <S>   <C>    <C>  <C>            <C>   <C>     <C>            <C>    <C>   <C>  <C>
    Canyon Building                332   S                     257     K
- -----------------------------------------------------------------------------------------------
 103     K                         333   K                     258     K
- -----------------------------------------------------------------------------------------------
 105     K                         334   S                     259     K
- -----------------------------------------------------------------------------------------------
 201     K                         335   K                     260     K
- -----------------------------------------------------------------------------------------------
 203     K                         336   K                     261     K
- -----------------------------------------------------------------------------------------------
 205     K                         337   D                     262     K
- -----------------------------------------------------------------------------------------------
 206     D                         338   D                     263     K
- -----------------------------------------------------------------------------------------------
 208     D                          King Building               Executive Building
- -----------------------------------------------------------------------------------------------
 209   K-STE                      140-H  K                     171     Q
- -----------------------------------------------------------------------------------------------
 210     D                         141   K                     173     Q
- -----------------------------------------------------------------------------------------------
 211   S-STE                      142-H  K                     177     D
- -----------------------------------------------------------------------------------------------
 212    D-H                       143-H  K                     179     D
- -----------------------------------------------------------------------------------------------
       Oregonian Building          144   K                     181     D                       
- -----------------------------------------------------------------------------------------------
 127     K                         145   K                     183     D                       
- -----------------------------------------------------------------------------------------------
 129     D                         146   K                     185     D                       
- -----------------------------------------------------------------------------------------------
 131     D                         147   K                     187     D                       
- -----------------------------------------------------------------------------------------------
 133     D                         148   K                     189     D                       
- -----------------------------------------------------------------------------------------------
 135     D                         149   K                     191     D                       
- -----------------------------------------------------------------------------------------------
 137     D                         150   K                     193     D                       
- -----------------------------------------------------------------------------------------------
 220     S                         151   K                    s275   K-STE                     
- -----------------------------------------------------------------------------------------------
 221     D                         152   K                    s277     D                       
- -----------------------------------------------------------------------------------------------
 222     S                         153   K                    s279     D                       
- -----------------------------------------------------------------------------------------------
 223     D                         154   K                    s281     D                       
- -----------------------------------------------------------------------------------------------
 224     S                        s155   K                    s283     D                       
- -----------------------------------------------------------------------------------------------
 225     D                        s156   K                    s285     D                       
- -----------------------------------------------------------------------------------------------
 226     S                        s157   K                    s287     D                       
- -----------------------------------------------------------------------------------------------
 227     K                        s158   K                    s289     D                       
- -----------------------------------------------------------------------------------------------
 228     S                        s159   K                    s291     D                       
- -----------------------------------------------------------------------------------------------
 229     D                        s160   K                    s293     D                       
- -----------------------------------------------------------------------------------------------
 230     S                        s161   K                     375   K-STE                     
- -----------------------------------------------------------------------------------------------
 231     D                        s162   K                     377     D                       
- -----------------------------------------------------------------------------------------------
 232     S                        s163   K                     379     D                       
- -----------------------------------------------------------------------------------------------
 233     D                         240   K                     380     S                       
- -----------------------------------------------------------------------------------------------
 234     S                         241   K                     381     D                       
- -----------------------------------------------------------------------------------------------
 235     D                         242   K                     382     S                       
- -----------------------------------------------------------------------------------------------
 236     S                         243   K                     383     D                       
- -----------------------------------------------------------------------------------------------
 237     D                         244   K                     384     S                       
- -----------------------------------------------------------------------------------------------
 238     D                         245   K                     385     D                       
- -----------------------------------------------------------------------------------------------
 320     S                         246   K                     386     S                       
- -----------------------------------------------------------------------------------------------
 321     D                         247   K                     387     D                       
- -----------------------------------------------------------------------------------------------
 322     S                         248   K                     388     S                       
- -----------------------------------------------------------------------------------------------
 323     D                         249   K                     389     D                       
- -----------------------------------------------------------------------------------------------
 324     S                         250   K                     390     S                       
- -----------------------------------------------------------------------------------------------
 325     K                         251   K                     391     D                       
- -----------------------------------------------------------------------------------------------
 326     S                         252   K                     392     S                       
- -----------------------------------------------------------------------------------------------
 327     K                         253   K                     393     D                       
- -----------------------------------------------------------------------------------------------
 328     S                         254   K                     394     S                       
- -----------------------------------------------------------------------------------------------
 329     K                         255   K                                                     
- -----------------------------------------------------------------------------------------------
 330     S                         256   K                                                     
- -----------------------------------------------------------------------------------------------
 331     K                                                                                     
===============================================================================================
</TABLE>

C/0 _____________________

S/O _____________________

TOTAL ___________________                                                MK 1/96
<PAGE>

                            PORTLAND/BEAVERTON (142)

GUEST ROOM RESERVATIONS                               DATE ____________ 19 _____

     ------------------------------          -------------
DAY: SUN  MON TUES WED THUR FRI SAT   RATE:  A  B  C  D  E
     ------------------------------          -------------

QUEEN - NON-SMOKING (MQ)
- ----------------------------------------------------------------------
 26  25  24  23  22  21  20  19  18  17  16  15  14  13  12  11  10  9
- ----------------------------------------------------------------------
  8   7   6   5   4   3   2   1
- -------------------------------

DOUBLE/QUEEN/VIEW - NON-SMOKING (MQQP)
- ---------------------------------------------------------------
 16  15  14  13  12  11  10   9   8   7   6   5   4   3   2   1
- ---------------------------------------------------------------

DOUBLE/QUEEN - NON-SMOKING - SPECIAL ASSIST (MQQP)
- ---
  1
- ---

DOUBLE/QUEEN - NON-SMOKING (MQQ)
- -----------------------------------------------------------------------
 21  20  19  18  17  16  15  14  13  12  11  10   9   8   7   6   5   4
- -----------------------------------------------------------------------
  3   2   1
- -----------

DOUBLE/QUEEN - NON-SMOKING (MQQ)
- -------------------------------
  8   7   6   5   4   3   2   1
- -------------------------------

KING/VIEW - SMOKING (MKP)
- ---------------
  4   3   2   1
- ---------------

KING/VIEW - NON-SMOKING (MKP)
- -----------------------------------------------------------------------
 28  27  26  25  24  23  22  20  19  18  17  16  15  14  13  12  11  10
- -----------------------------------------------------------------------
  9   8   7   6   5   4   3   2   1
- -----------------------------------

KING - SMOKING (MK)
- -----------------------------------------------
 12  11  10   9   8   7   6   5   4   3   2   1
- -----------------------------------------------

KING - NON-SMOKING (MK)
- -------------------------------------------------------------------
 17  16  15  14  13  12  11  10   9   8   7   6   5   4   3   2   1
- -------------------------------------------------------------------

KING/VIEW - SPECIAL-ASSIST/NON-SMOKING (MKP)  
- -------
  2   1
- -------

KING/VIEW - SPECIAL-ASSIST/SMOKING (MK)
- ---
  1
- ---

** CALL BEFORE BOOKING ROOMS

** QUEEN SUITE - SMOKING (FQS)    
- --------
171  173
- --------

** QUEEN SUITE - NON-SMOKING (MQ1)      
- ---
211
- ---

** KING SUITE - NON-SMOKING (MKSV)
- ---
275
- ---

** KING SUITE - NON-SMOKING (MKSV)     
- ---
375                            
- ---

** KING SUITE - NON-SMOKING (FK)
- ---
209
- ---

ROLLAWAYS
- -------------------------------------------
 11  10   9   8   7   6   5   4   3   2   1
- -------------------------------------------

CRIBS
- -------------------
  5   4   3   2   1
- -------------------

NOTES: _________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                                                                         MK 7/96
<PAGE>

================================================================================
                         SHILO INN - PORTLAND/BEAVERTON
================================================================================
9900 SW Canyon Road     Computer code: PPBOR   142 units, 3 floors
Portland, Oregon 97225  Tax: 7%                Elevators - no
Hotel: 503/297-2551     Hold time: 6:00pm      Interior & Exterior room entrance
Fax: 503/297-7708       CXL date: 6:00pm day   Washington County
Sales:  503/297-1214              of arrival   Constructed 1938
Rest: 503/297-6125      AAA rating - ^^        Refurbished 1993
Speed dial - #60        Mobil rating - ** 
- --------------------------------------------------------------------------------
Directions: Canyon Road exit off Highway 26, continue for two miles, the hotel
is located on the left side of the road.
- --------------------------------------------------------------------------------
      The Shilo Inn - Portland/Beaverton was recently remodeled, and is a full
service hotel located only minutes away from downtown Portland. The newly
renovated restaurant and lounge features casual, affordable dining. The new
Sports Den has satellite TV for sporting events; espresso bar serves fine
liqueurs & wines. The Courtyard is beautifully landscaped surrounding a large
pond with three fountains. There is a gazebo and walking paths in the courtyard.
Ideal for Weddings. Complimentary shuttle to Portland Airport free breakfast is
available to guests.
- --------------------------------------------------------------------------------
                                   FACILITIES
Fitness center
Outdoor heated pool & spa                                                       
Meeting space for up to 250 people - theater style                              
Sports Den - espresso, liqueurs, cigar & pipe smoking section, non-smoking      
  section, big screen TV & games. Now a "Blazer Fan Site" with live Blazer 
  games @ $5.50 per person.

                               RESTAURANT & LOUNGE
Banquet space will accommodate up to 180 people
Shilo Lounge - Mon - Sat 11:00 a.m. - 2:00 a.m., Sun 11:00 a.m. - 2:00 a.m.
Shilo Restaurant - Mon - Sat 6:00 a.m. - 10:00 p.m. Sun 6:00 a.m. - 10:00 p.m.
  restaurant is non-smoking
Room Service - 6:00 a.m. - 10:00 p.m.
Sunday Brunch - 10:00 a.m. -2:00 p.m.
- --------------------------------------------------------------------------------
Beaverton Chamber of Commerce: 503/644-0123
Portland Chamber of Commerce: 503/228-9411
Tigard Chamber of Commerce: 503/639-1656
Washington County Visitors Association: 503/644-5555
- --------------------------------------------------------------------------------

AMENITIES/SERVICES

Blazer Cable for home games $5.50
Bus package - shuttle to & from
Blazer games on home game ngts.
Complimentary full breakfast buffet
Data ports available
Free local calls
Free coffee, fruit & popcorn
Free USA Today newspaper
Iron & Ironing Board
Satellite TV - w/HBO/Disney/ESPN Showtime/CNN
Valet laundry
VCR/movie rental
- --------------------------------------------------------------------------------
Complimentary shuttle: is available to the Portland International Airport
between the hours of 6:00 a.m. - 12:00 a.m. (20 miles)
- --------------------------------------------------------------------------------

                                   ROOM TYPES

30 MK - Mini-suite with king size bed, microwave & refrigerator 
37 MKP - Mini-suite with king size bed and courtyard view, microwave &
     refrigerator
28 MQQ - Mini-suite with two queen size beds, microwave & refrigerator
26 MQ - Mini-suite with one queen size bed, microwave & refrigerator
15 MQQP - Mini-suite with two queen size beds and courtyard view, microwave &
     refrigerator
 2 *MKX - Larger mini-suite with king size bed, sitting area, microwave,
     refrigerator. Balcony overlooks pond.
 1 *MQI - Business suite with queen size bed, microwave, refrigerator & TV.
     Includes small sitting room/office.
 1 *FQS - Full suite. One room has queen size bed, bathroom, TV and the parlor
     room has queen size sleeper sofa, loveseat, wet bar area, microwave,
     refrigerator, and bathroom. Balcony overlooks pond.
 1 *FK - Full suite with separate king bedroom and parlor room. Parlor room has
     sofa, dining room table and chairs and a TV. The king bedroom has a
     recliner and second TV. Balcony overlooks the pool and spa area. Microwave
     & refrigerator.

- ---------
142 Total Units                                                              -

* these room types must be booked through the hotel direct
- --------------------------------------------------------------------------------

Cooking facilities: The mini-suites all have microwaves and refrigerators. Call
for special-assist room information.
- --------------------------------------------------------------------------------

Meeting room information: 5 meeting rooms, the Oregonian Ballroom will hold a
maximum of 250 people theater style, 150 classroom, and 180 banquet, 2400
square feet 100' x 24'. Total 6,567 square feet of meeting space. Canyon room
will accommodate 40 theater style. Audio/Visual equipment available.
================================================================================
August 1, 1995
<PAGE>

                               PORTLAND/BEAVERTON
                             RATES EFFECTIVE 1/1/96
                                  Rev. 1/26/96

- --------------------------------------------------------------------------------
Room        No.           A           B           C            D         E
Type      Avail        1 or 2p      1 or 2p     1 or 2      1 or 2p   1 or 2p
- --------------------------------------------------------------------------------
MK          30                       105          99           95        89
MKP         37                       115         109           99        95
MQQ         28                        99          95           89        85
MQQP        15                       105          99           95        89
MQ          26                        95          89           85        79
                                             
   CALL BEFORE                               
   BOOKING                                   
MKX  2                               115         109          105        99
MQI  1                                99          95           89        85
FQS  1                               189         179          175       169
FK   1                               159         149          145       139
- --------------------------------------------------------------------------------
Lodging Tax: 7%
Additional people: $10.00. maximum 5 per room; Children 12 or under free.
Miscellaneous: Rollaway $25.00; Pet $7.00; Crib "free".
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                         Fed/GSA                 State    
Room         No.    Commercial         Restricted             Restricted  
Type       Avail.   1p      2p         1p      2p             1p      2p   
- --------------------------------------------------------------------------------
MK          30          75             --      --             --      --
MKP         37          --             --      --             --      --
MQQ         28          75             65      65              5       6
MQQP        15          --             --      --             --      --
MQ          26          69           57.75     65           57.75     65.00

 CALL BEFORE
  BOOKING   
MKX          2       less 10%          --      --
MQ1          1                         --      --
FQS          1                         --      --
FK           1                         --      --
- --------------------------------------------------------------------------------

                              SPECIAL INSTRUCTIONS

Central will quote "D" rates unless otherwise instructed by the property. Except
for the following exceptions: none noted.

Weekly or monthly rates: Based on projected occupancy weekly (7 days), 5%
discount off Commercial. Monthly paid in advance 10% off Commercial and no room
tax.

All rate types are available all days through Central Reservations unless
otherwise instructed by the property. This includes corporate, government and
discounted rates. Please inform central reservations of exception dates.
<PAGE>

                  * THANK YOU FOR USING FIRST AMERICAN TITLE *

                                Washington County

********************************************************************************

                              =====================
                              OWNERSHIP INFORMATION
                              =====================

             Reference Parcel #:1S111CD 02600
             Parcel Number     :R0076786
             Owner             :KATZE JON & DESHPANDE KATHRYN 
             CoOwner           :
             Site Address      :9900 SW CANYON RD PORTLAND 97225 
             Mail Address      :9900 SW CANYON RD PORTLAND OR 97225
             Telephone         :

                           ==========================
                           SALES AND LOAN INFORMATION
                           ==========================

             Transferred:12/24/92                     Loan Amount:
             Document # :92227                        Lender     :
             Sale Price :                             Loan Type  :
             Deed Type  :BARGAIN & SALE

                         ==============================
                         ASSESSMENT AND TAX INFORMATION
                         ==============================

             Land     :$939,150                       Exempt Amount:
             Structure:$2,782,500                     Exempt Type  :
             Other    :                               Levy Code    :05093
             Total    :$3,721,650                     95-96 Taxes  :$48,831.76
             %Improved:75

                              ====================
                              PROPERTY DESCRIPTION
                              ====================

             Map Grid:625 E2
             Census  :Tract 313.00       Block 1
             MillRate:13.1210
             Sub/Plat:
             Land Use:2015 COM,IMPROVED
             Legal   :ACRES 3.92
                     :
                     :

                            ========================
                            PROPERTY CHARACTERISTICS
                            ========================

   Bedrooms  :                     Lot Acres :3.92           Year Built:
                                   Lot SqFt  :170,755        Bldg SqFt :

********************************************************************************

      The Information Provided Is Deemed Reliable, But Is Not Guaranteed.
<PAGE>

                               [GRAPHIC OMITTED]


                                   [SITE MAP]
<PAGE>

                               [GRAPHIC OMITTED]


                 [Flood Insurance Rate Map: City of Beaverton]
<PAGE>

WASHINGTON                     Copyright (c) 1996 Dataquick Information Network
- --------------------------------------------------------------------------------
APN   : R76786            USE    COMMERC IMPROVED           REFPAR: 1S111CD02600
OWNRS : KATZE, JON/DESHPANDE, KATHRYN                       PHONE :
SITE  : 9900 SW CANYON RD*PORTLAND OR              97225    BL/LOT:
MAIL  : 11600 SW BARNES RD 200*PORTLAND OR         97225    CENSUS:
LEGAL : ACRES 3.92                        PG-GRD:           STRQ  : 1101S01WCD
ASSD  : $3,721,650 TXAREA: 5093           SALEDT:              SALEAM: UNAVAIL
LAND  : $939,345   TAXANT: $48,831.76      DOC# :              LENDER:
%IMPRV: 74%                               TITLE :              1STLN :
EXEMPT:            EXMPT$:                $/SQFT:               +ADDL:
LAST TRANS W/O $: 06/07/91                PREVDT:              PREVAM: UNAVAIL
YRBLT :       SQR/FT:          LOTSZ : 3.92A      GRGDOR:        APPLNC:
EFFYB :       LIVNSQ:          EXTERI:            FOUNDN:        ALARM :
YRAPPR:       BSMTSF:          EXTER2:            EXTCMP:        RNGFAN:
APAREA:       FLOOR :          INTERI:            NHOOD#: ZCAN   INTRCM:
BEDBTH:       FLRTY2:          CONSTR:            CLSCOD:        DISHWA:
#UNITS:       ROOF  :          HEATNG:            YRACQ :        DISPOS:
FIRETY:       RFCONS:          ELECTR:            #FIXTR:        MICROW:
- --------------------------------------------------------------------------------
***  DETAIL FINISHED *** 1 RECORDS PRINTED
PRESS RETURN TO CONTINUE >
<PAGE>

SHILO INN - PORTLAND/BEAVERTON, OREGON (141 units)
NET OPERATING INCOME DETAIL 
FOR THE YEARS 1993, 1994 and 1995 (actual) 
FOR THE 12 MONTHS ENDED 8-31-96 (actual) 
(Shilo Inns first year of operation was 1993)

<TABLE>
<CAPTION>
                          $2,000,000 remodel was                                          For The
                          completed in 1993-1994                                     12 Months Ended
                               1993                1994                 1995              3-31-96
REVENUE                     (actual)       %    (actual)        %    (actual)        %    (actual)        %
<S>                       <C>          <C>     <C>          <C>    <C>           <C>    <C>           <C>  
  Guest Room              $1,176,355   94.1%  $1,718,670    94.9%  $2,300,322    95.1%  $2,332,202    95.3%
  Restaurant Rent             36,379    2.9%      34,029     1.9%      42,160     1.9%      44,300     1.8%
  Telephone                   31,023    2.5%      46,316     2.5%      54,943     2.5%      59,504     2.4%
  Meeting/Banquet Room             0    0.0%           0     0.0%           0     0.0%           0     0.0%
  Fax                            878    0.1%       1,959     0.1%       1,030     0.0%       1,123     0.0%
  Valet                        2,303    0.2%       5,295     0.3%       3,713     3.2%       4,285     0.2%
  Video                          942    0.1%       1,347     0.1%       1,611     0.1%       1,720     0.1%
  Sports and Athletics             0    0.0%           0     0.0%           0     0.0%           0     0.0%
  Vending Machines                10    0.0%         305     0.0%       1,665     0.1%       1,732     0.1%
  Guest Laundry/Soap               0    0.0%         546     0.0%         726     0.0%         321     0.0%
  Miscellaneous                2,783    0.2%       2,790     0.2%       2,426     0.1%       2,031     0.1%
                          ==================  ===================  ===================  ===================
    TOTAL REVENUE          1,250,673  104.0%   1,810,957   100.0%   2,188,602   100.0%   2,447,718   100.0%
                          ==================  ===================  ===================  ===================
OPERATING EXPENSE

  PAYROLL & RELATED EXPENSE
   Managers                   20,014    1.6%      34,533     1.9%      30,115     1.4%      35,523     1.5%
   Front Desk                 40,663    3.3%      60,603     3.3%      78,685     3.6%      87,154     3.6%
   Bookkeeper/Auditor         20,840    1.7%      23,512     1.3%      26,631     1.2%      28,231     1.2%
   Head Housekeeper           18,245    1.5%      19,579     1.1%      29,315     1.3%      31,121     1.3%
   Housekeeper - Rooms        50,422    4.0%      59,273     3.3%      78,766     3.6%      89,124     3.6%
   Housekeeper Other           5,411    0.4%       5,659     0.3%       8,773     0.4%      10,050     0.4%
   Laundry                     9,848    0.8%      13,244     0.7%      12,409     0.6%      13,122     0.5%
   Guest Services             39,579    3.2%      33,408     2.1%      35,822     1.6%      40,329     1.6%
   Sales & Marketing          22,133    1.8%      35,231     1.9%      36,926     1.7%      44,269     1.6%
   Security                   15,193    1.2%      10,637     0.6%      14,351     0.7%      15,178     0.6%
   Maintenance                24,467    2.0%      23,539     1.3%      24,821     1.1%      28,392     1.2%
   Ground Maintenance         11,345    0.9%      15,721     0.9%      29,208     1.3%      31,221     1.3%
   Windows/Carpets                 0    0.0%         150     0.0%           0     0.0%           0     0.0%
   Bonuses                       355    0.0%       1,293     0.1%         459     0.0%         832     0.0%
   Payroll Taxes              31,154    2.5%      32,369     1.3%      40,172     1.0%      43,788     1.8%
   Workers' Comp              19,977    1.6%      19,334     1.1%      21,802     1.8%      24,978     1.0%
   Workers' Comp Claims           11    0.3%         604     0.0%       1,046     0.0%       1,211     0.0%
   Health Insurance           15,659    1.3%      25,158     1.4%      20,149     0.9%      22,396     0.9%
   Medical                     2,775    0.2%       3,619     0.2%       2,001     0.1%       2,259     0.1%
   Uniforms/Cleaning           2,226    0.2%       2,746     0.2%       1,271     0.1%       1,363     0.1%
   Other                         142    0.0%         353     0.0%         643     0.0%         759     0.0%
                          ==================  ===================  ===================  ===================
   TOTAL PAYROLL             350,459   28.0%     426,161    23.5%     493,371    22.5%     547,305    22.4%
                          ==================  ===================  ===================  ===================
</TABLE>
<PAGE>

SHILO INN - PORTLAND/BEAVERTON, OREGON (141 units)                        PAGE 2
NET OPERATING INCOME DETAIL 
FOR THE YEARS 1993, 1994 and 1995 (actual) 
FOR THE 12 MONTHS ENDED 8-31-96 (actual) 
(Shilo Inns first year of operation was 1993)

<TABLE>
<CAPTION>
                                                                                          For The
                                                                                     12 Months Ended
                                1993                1994                 1995              3-31-96
                            (actual)       %    (actual)        %    (actual)        %    (actual)        %
<S>                          <C>        <C>      <C>         <C>      <C>         <C>      <C>         <C> 
UTILITIES
  Electricity                 47,606    3.3%      28,812     1.6%      24,343     1.1%      21,445     1.1%
  Gas                          9,635    0.0%      13,680     1.3%      12,717     0.6%      14,519     3.6%
  Telephone                   26,034    2.1%      28,836     1.6%      33,379     1.4%      19,736     1.6%
  Water                       10,471    0.3%      13,214     3.7%      11,953     0.5%      13,633     0.6%
  Garbage                      7,375    3.6%      13,478     0.6%       6,733     0.3%       6,444     0.3%
  Sewer                       13,505    1.5%      13,125     0.1%      13,649     0.6%      16,706     0.7%
                          ==================  ===================  ===================  ===================
  TOTAL UTILITIES            119,630    9.6%     113,145     6.2%     104,321     4.6%     113,449     4.3%
                          ==================  ===================  ===================  ===================

ADVERTISING
  Advertising                    900    0.1%          80     3.3%          44     0.0%          48     0.0%
  Airport Advertising              0    0.0%           3     0.0%           0     0.3%           0     0.0%
  Billboards                  29,356    2.3%      30,350     1.7%      13,383     0.6%      14,526     0.6%
  Highway Logos                  100    0.3%      15,254     0.3%       3,093     0.1%       4,365     0.2%
  Radio Media                      0    3.0%           0     0.0%       4,707     3.2%       2,447     0.1%
  Radio Tradeouts              3,7l2    0.3%      11,569     0.6%      34,957     1.6%      24,363     1.0%
  TV Media                         0    0.3%         242     0.0%         439     3.0%         699     0.0%
  TV Tradeouts                 2,903    0.2%       3,734     0.2%      13,141     0.5%       8,779     0.4%
  Brochures/Postcards         13,321    1.1%       8,405     0.5%       5,995     3.31       6,230     0.3%
  Brochures/Tradout                0    0.0%           0     0.3%           0     0.0%           0     0.0%
  Yellow Pages                14,443    1.2%       6,083     0.3%      13,248     0.5%       8,433     0.3%
  Newspaper Ad,                4,634    0.4%       6,076     0.3%       6,524     0.3%       7,669     0.3%
  Magazine Ads                 1,744    0.1%       1,577     0.1%         500     0.0%         149     0.0%
  Magazine Tradeouts           1,231    0.1%       1,799     3.1%       3,948     0.2%       2,831     0.1%
  Property Ads                   831    0.1%       1,366     0.1%         483     0.0%         540     0.0%
  Advertising Tradeouts Other  7,041    0.6%       3,711     0.2%       4,121     0.2%       4,213     0.2%
  Sports Events/Tradeouts         79    3.3%       3,395     3.2%       9,971     0.5%       4,969     0.2%
  Sports Sponsorship               0    0.0%         147     0.0%         429     0.0%         674     0.3%
  Displays                         0    0.0%         354     0.0%         112     0.3%         121     0.3%
  Local Events Promotion         123    0.0%          27     3.0%         175     3.0%         186     0.3%
  Travel Guides/Directories    3,177    0.1%       2,711     3.1%       2,186     0.1%       2,263     0.1%
  Promotional Items                0    0.3%           0     0.0%         120     0.0%         128     0.0%
  Advertising & Promotion     12,143    1.3%      81,491     4.5%     102,289     4.7%      96,963     4.3%
  Travel Agents                1,545    0.1%       5,930     0.3%      15,593     0.7%      14,165     0.6%
  Marketing                      353    3.3%         218     0.0%       1,963     0.1%       1,843     0.1%
  Taxi Limo                       66    0.0%          53     0.0%          51     0.0%          26     0.0%
                          ==================  ===================  ===================  ===================
  TOTAL ADVERTISING           97,744    7.3%     184,580    10.2%     231,478    10.6%     207,230     8.5%
                          ==================  ===================  ===================  ===================
</TABLE>
<PAGE>

SHILO INN - PORTLAND/BEAVERTON, OREGON (141 units)                        PAGE 3
NET OPERATING INCOME DETAIL 
FOR THE YEARS 1993, 1994 and 1995 (actual) 
FOR THE 12 MONTHS ENDED 8-31-96 (actual) 
(Shilo Inns first year of operation was 1993)

<TABLE>
<CAPTION>
                                                                                          For The
                                                                                     12 Months Ended
                                1993                1994                 1995              3-31-96
                            (actual)       %    (actual)        %    (actual)        %    (actual)        %
<S>                           <C>       <C>       <C>        <C>      <C>         <C>      <C>         <C> 
SUPPLIES
  Linen                        5,971    0.5%       1,477     0.1%         505     0.0%       2,516     0.1%
  Bathroom                    12,854    1.0%      11,121     0.6%      15,117     0.7%      15,083     0.6%
  Cleaning                    12,486    1.0%      13,649     1.0%      18,435     0.8%      18,343     0.7%
  Continental Breakfast        3,295    0.3%       1,820     0.1%       2,214     0.1%       4,028     0.2%
  Office                       3,876    3.3%       5,788     0.3%       3,646     0.2%       8,263     0.3%
  Operating                   20,461    1.6%      20,968     1.2%      27,144     1.3%      23,738     1.0%
  Replacements                 3,561    0.3%       5,157     0.3%       3,951     0.2%       3,921     0.2%
  Guest Amenity                6,754    0.5%       3,541     0.5%      39,366     1.8%      47,530     1.9%
                          ==================  ===================  ===================  ===================
    TOTAL SUPPLIES            69,258    5.5%      73,521     4.1%     110,902     5.1%     123,422     5.0%
                          ==================  ===================  ===================  ===================

REPAIRS & MAINTENANCE
  Carpets, Draperies &
   Furniture                   1,157    0.1%         755     0.0%       1,953     0.1%       1,736     0.1%
  Elevators                        0    0.3%           0     0.0%           0     0.0%           0     0.0%
  Landscaping                 14,994    1.2%      25,173     1.4%      36,699     1.7%      31,326     1.3%
  Painting & Wallpaper           219    0.0%       3,623     0.2%         331     0.0%         556     0.0%
  Pool                         2,749    0.2%       5,500     0.3%       4,083     0.2%       3,078     0.1%
  Telephone                      651    0.1%       3,733     0.2%       1,480     0.1%       1,693     0.1%
  TV Cable & Satellite        15,814    1.2%      13,391     0.7%      12,019     0.5%      10,239     0.4%
  Pest Control                 1,228    0.1%       1,176     0.1%       1,176     0.1%       1,176     0.0%
  Janitorial Services            395    0.0%      13,790     0.8%       5,000     0.2%       4,394     0.2%
  Plumbing                       397    0.0%      13,407     0.7%       4,314     0.2%       5,533     0.2%
  Electrical                   4,898    0.4%       8,211     0.5%       3,191     0.11       3,212     0.1%
  Heating Ventilation
   Cooling                     2,491    0.2%       8,107     0.5%       1,266     0.1%       2,369     0.1%
  Sign                         7,855    0.6%       1,527     0.1%         759     0.0%         850     0.0%
  Keys & Locks                 1,290    0.1%       2,788     0.2%       2,244     0.1%       2,136     0.1%
  Laundry/Housekeeping         2,233    0.2%       3,476     0.2%       2,450     0.1%       2,247     0.1%
  Photo Copier                 3,387    0.3%       1,742     0.1%       1,393     0.1%       1,537     0.1%
  Micros Register              2,101    0.2%       2,856     0.2%       1,678     0.1%       1,899     0.1%
  Tools & Supplies            16,863    1.3%      27,002     1.5%       9,317     0.41      12,369     0.5%
  Maintenance and Repairs      3,401    0.3%       4,008     0.2%       5,317     0.2%       4,236     0.2%
  Contract Labor Repair        1,360    0.1%         200     0.0%         495     0.0%         504     0.0%
                          ==================  ===================  ===================  ===================
   TOTAL REPAIRS &
    MAINTENANCE               82,683    6.6%     140,865     7.8%      95,165     4.3%      91,090     3.7%
                          ==================  ===================  ===================  ===================
</TABLE>
<PAGE>

SHILO INN - PORTLAND/BEAVERTON, OREGON (141 units)                        PAGE 4
NET OPERATING INCOME DETAIL 
FOR THE YEARS 1993, 1994 and 1995 (actual) 
FOR THE 12 MONTHS ENDED 8-31-96 (actual) 
(Shilo Inns first year of operation was 1993)

<TABLE>
<CAPTION>
                                                                                          For The
                                                                                     12 Months Ended
                                1993                1994                 1995              3-31-96
                            (actual)       %    (actual)        %    (actual)        %    (actual)        %
<S>                         <C>        <C>      <C>         <C>      <C>         <C>    <C>           <C>  
OTHER OPERATING EXPENSE
  Sales/Use/Taxes             (3,358)  -0.3%      (4,697)   -0.3%      (8,213)   -0.4%      (7,265)   -0.3%
  Credit Card Discounts       20,269    1.6%      30,592     1.7%      33,315     1.5%      36,122     1.5%
  Telecheck                      970    0.1%       1,672     0.1%       1,584     0.1%       1,692     0.1%
  End Debts                    1,573    0.1%      11,207     0.6%       7,674     0.4%       6,277     0.3%
  Cash Over/Short              2,286    0.2%         439     0.0%         264     0.0%         550     0.0%
  Administrative Telephone     6,571    0.5%       9,153     0.5%       8,450     0.4%       9,631     0.4%
  Security Services                0    0.0%           0     0.0%           0     0.3%           0     0.0%
  Coinop Laundry Services          0    0.0%           0     0.0%         455     0.0%         366     0.0%
  Dry Cleaning, Valet          1,715    0.1%       3,399     0.2%       2,153     0.1%       2,213     0.1%
  Flours                       1,155    0.1%       2,871     0.2%       1,307     1.1%       1,541     0.1%
  Video Rentals                  274    3.0%         918     0.1%         948     0.0%       1,002     0.0%
  Vending Machine
   Maintenance                 1,799    0.1%          41     0.0%         352     0.0%         326     0.0%
  Bask Fees                    2,355    3.2%       1,808     0.1%       2,000     0.1%       1,901     0.1%
  Equipment Rectal             4,482    3.4%       6,767     0.4%       4,554     0.2%       4,632     0.2%
  Licenses and
   Miscellaneous Taxes         1,293    3.1%         861     0.0%       1,066     0.0%         945     0.0%
  Vehicle Repair &
   Maintenance                 6,283    0.5%       7,623     0.4%       6,097     0.3%       4,762     0.2%
  Auto & Travel                2,791    3.2%       4,980     0.3%       2,209     0.1%       2,310     0.1%
  Business Meals               2,374    3.2%         590     0.0%         479     0.0%         569     0.0%
  Training/Seminars                0    0.0%           0     0.0%           0     0.0%           0     0.0%
  Staff Travel Telephone       1,067    3.1%       1,137     0.1%          53     0.0%          75     0.0%
  Theft Loss                       0    3.0%         500     0.0%       1,014     0.0%         758     0.0%
  Insurance Settlement -
   Theft                           0    0.0%           0     0.0%           0     0.0%           0     0.0%
  Miscellaneous -
   Resale/Services             2,437    0.2%       1,777     0.1%       1,781     0.1%       1,632     0.1%
  Attorney Fees                6,463    3.5%          42     0.3%           0     0.0%           0     0.0%
  Professional Fees            1,797    0.1%       3,121     0.2%       2,634     0.1%       2,213     0.1%
  Dues & Subscriptions         2,014    3.2%       3,868     0.2%       2,047     0.1%       2,693     0.1%
  Charitable Contributions         0    0.0%           0     0.0%           0     0.0%           0     0.0%
  Political Contributions          0    0.0%           0     0.0%           0     0.0%           0     0.0%
  Restaurant Expenses              0    0.3%          68     0.0%           0     0.0%           0     0.0%
                          ==================  ===================  ===================  ===================
   TOTAL OTHER
    OPERATING EXPENSE         67,410    5.4%      88,737     4.9%      72,223     3.3%      74,945     3.1%
                          ==================  ===================  ===================  ===================
     TOTAL OPERATING
      EXPENSE                787,184   62.9%   1,027,009    56.7%   1,103,240    50.4%   1,162,401    47.5%
                          ==================  ===================  ===================  ===================
     TOTAL OPERATING
      INCOME                 463,489   37.1%     783,948    43.3%   1,085,362    49.6%   1,285,317    52.5%
                          ==================  ===================  ===================  ===================
OTHER EXPENSE
  Insurance                   12,690    1.0%       8,652     0.5%       9,306     0.4%      10,025     0.4%
  Insurance Claims                 0    0.0%           0     0.0%       4,000     0.2%       3,581     0.1%
  Property Ten                59,176    4.7%      49,608     2.8%      45,412     2.1%      40,811     1.7%
  Land Rent                   38,714    3.1%      50,213     2.8%      50,213     2.3%      50,213     2.1%
  Office Overhead             62,534    5.0%      90,548     5.0%     109,430     5.0%     122,386     5.0%
                          ==================  ===================  ===================  ===================
   TOTAL OTHER
    EXPENSE                  173,114   13.8%     199,021    11.0%     218,361    10.0%     227,016     9.3%
                          ==================  ===================  ===================  ===================
     NET OPERATING
      INCOME                $290,375   23.2%    $584,927    32.3%    $867,001    39.6%  $1,058,301    43.2%
                          ==================  ===================  ===================  ===================

                      Property under
                             remodel
</TABLE>
<PAGE>

- --------------------------------------------------------------------------------
                 -----------------------------------------------
                 RECONSTRUCTED INDUSTRY STANDARDS OPERATING DATA
                 ===============================================
                        TRENDS IN THE HOTEL INDUSTRY 1996
================================================================================

<TABLE>
<CAPTION>
                                     All Limited Service       Average for            Rate Group              Geographic Division
                                                                 Top 25%               Over $50                Mountain/Pacific
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>        <C>          <C>        <C>          <C>        <C>          <C>        <C>    
REVENUES                              % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room
                                      -------  -------------  -------  -------------  -------  -------------  -------  -------------
 Rooms                                  95.5%     $13,057       95.4%     $18,002       95.5%     $16,126       95.1%     $13,000
 Telephone                               2.4%        $331        2.4%        $449        2.4%        $406        2.3%        $313
 Other Income                            2.1%        $280        2.2%        $427        2.1%        $359        2.6%        $355
- ------------------------------------------------------------------------------------------------------------------------------------
Total Revenue                          100.0%     $13,668      100.0%     $18,878      100.0%     $16,891      100.0%     $13,668
                                                                                    
EXPENSES                                                                            
Departmental Expenses                                                               
 Rooms Department                       23.2%      $3,166       20.9%      $3,950       22.0%      $3,721       23.6%      $3,227
 Telephone                               1.5%        $206        1.4%        $256        1.4%        $235        1.4%        $186
Other Departments                        0.6%         $80        0.7%        $139        0.7%        $111        0.5%         $75
                                                                                    
Undistributed Operating Expenses                                                    
 Administrative & General                9.0%      $1,225        7.8%      $1,463        8.4%      $1,422        8.5%      $1,163
 Franchise Fees                          1.9%        $256        1.4%        $265        1.7%        $292        0.9%        $122
 Marketing                               3.7%        $510        3.7%        $691        4.0%        $669        3.9%        $530
 Property Operations & Maintenance       5.6%        $759        4.5%        $858        4.9%        $835        6.2%        $843
 Energy (Utilties)                       5.0%        $681        3.9%        $744        4.4%        $751        4.6%        $633
                                                                                    
Fixed Charges                                                                       
 Management                              2.8%        $380        3.2%        $597        2.9%        $484        3.1%        $430
 Property Tax & Other Charges            4.0%        $548        4.1%        $773        4.0%        $679        3.5%        $473
 Insurance                               1.1%        $147        1.1%        $203        1.1%        $178        1.2%        $159
- ------------------------------------------------------------------------------------------------------------------------------------
Total Expenses                          58.4%      $7,958       52.7%      $9,939       55.5%      $9,377       57.4%      $7,841

Net Income Before Reserves              41.6%      $5,710       47.3%      $8,939       44.5%      $7,514       42.6%      $5,827
                                                                                    
Percentage Occupancy                    66.9%                   78.1%                   73.5%                   66.8%
Average Daily Rate                     $51.15                  $63.13                  $60.14                  $53.28
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

================================================================================

LIMITED-SERVICE HOTELS
Performance in 1995
================================================================================

Since the proliferation of all the new limited-service chains in the mid-1980s,
this hotel segment has been viewed extremely favorably. For hotel guests, new
limited-service hotels offered a guest room that was frequently superior to
existing full-service hotels at one-half to two-thirds the price. For hotel
managers, the properties were simple to operate. For the hotel ownership and
financial community, limited-service properties represented high profit margins
with a lesser degree of financial risk.

After ten years of being the darling child of the industry, however, it appears
that limited-service hotels have not only matured in the marketplace, but are
beginning to show some signs of fatigue. For the first time since 1984, the
limited-service hotel segment achieved the lowest occupancy of any property type
surveyed in Trends in the Hotel Industry.

Realistically, all this means is that the limited-service hotel segment is not
enjoying the upside of the industry resurgence to the same degree as the other
types of hotels. Limited-service properties still achieved an aggregate
occupancy just shy of 70 percent, and their average room rates rose 5.9 percent,
second highest of all segments. In addition, an average operating profit margin
of 41.8 percent still make these properties the most fiscally efficient.

                             LIMITED-SERVICE HOTELS

                                   Market Mix

    [THE FOLLOWING TABLE WAS DEPICTED AS A PIE CHART IN THE PRINTED MATERIAL]

                              ----------------------
                               Convention      0.4%

                               Conference      1.9%

                               Other           0.5%

                               Business       45.8%

                               Tourists       51.4%
                              ----------------------

However, a degree of caution needs to be raised. The vast majority of new hotel
construction (measured in number of properties) is still occurring in this
segment. In several suburban markets in the United States, we have seen
localized pockets of overdevelopment causing significant declines in market
occupancies. This should not be construed as a blanket condemnation of all
limited-service hotel development, but it should be a warning to examine the
individual merits of each proposed project. Even with low development costs and
high profit margins, automatic success is not as sure as it has been in the
past. With increasing competition, time has proven that the need to maintain a
quality facility and offer good service is crucial in determining the success of
a limited-service operation.

================================================================================


74
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                                Figure Number 14
================================================================================

<TABLE>
<CAPTION>
                                                                                         Rate Groups
                                                                              ---------------------------------
                                                        All         Average                $35.00
                                                  Limited-Service     for       Under        to          Over
                                                       Hotels       Top 25%*    $35.00     $50.00       $50.00
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                95.5%        95.4%       94.4%      95.7%        95.5%
   Telephone                                             2.4          2.4         2.6        2.4          2.4
   Other Operated Departments                            0.8          0.9         1.3        0.7          0.8
   Rentals and Other Income                              1.2          1.3         1.6        1.2          1.3
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                23.2%        20.9%       28.3%      24.3%        22.0%
   Telephone                                             1.5          1.4         2.1        1.6          1.4
   Other Operated Departments                            0.6          0.7         0.6        0.5          0.7
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           25.3%        23.0%       31.0%      26.4%        24.1%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   74.7%        77.0%       69.0%      73.6%        75.9%

Undistributed Operating Expenses:**
   Administrative and General                            9.0%         7.8%       11.2%       9.5%         8.4%
   Franchise Fees                                        1.9          1.4         1.7        2.1          1.7
   Marketing and Guest Entertainment                     3.7          3.7         4.5        3.3          4.0
   Property Operation and Maintenance                    5.6          4.5        10.3        6.0          4.9
   Energy Costs                                          5.0          3.9         7.6        5.5          4.4
   Other Unallocated Operated Departments                --           --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       25.1%        21.3%       35.3%      26.5%        23.5%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          49.6%        55.7%       33.7%      47.1 %       52.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       2.8%         3.2%        3.1%       2.6%         2.9%
   Property Taxes and Other Municipal Charges            4.0          4.1         3.5        4.0          4.0
   Insurance on Buildings and Contents                   1.1          1.1         1.2        1.1          1.1
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     7.8%         8.3%        7.8%       7.7%         7.9%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    41.8%        47.3%       25.9%      39.4%        44.5%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                13.3%        11.7%       17.5%      14.2%        12.4%
   Payroll Taxes and Employee Benefits                   3.5          3.4         4.0        3.4          3.5
                                                  -------------------------------------------------------------
     Subtotal                                           16.8%        15.1%       21.5%      17.6%        15.9%
   Laundry, Linen, and Guest Supplies                    1.6          1.2         3.3        1.8          1.3
   Commissions and Reservation Expenses                  1.6          1.6         1.0        1.4          1.7
   Complimentary Food and/or Beverage Expenses           1.7          1.6         0.6        1.8          1.7
   All Other Expenses                                    2.7          2.5         3.6        2.7          2.6
                                                  -------------------------------------------------------------
     Total Rooms Expense                                24.4%        22.0%       30.0%      25.3%        23.2%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            75.6%        78.0%       70.0%      74.7%        76.8%
                                                  =============================================================
Percentage of Occupancy                                 69.9%        78.1%       64.3%      67.3%        73.5%
Average Daily Rate per Occupied Room                   $51.15       $63.13      $31.31     $44.34       $60.14
Average Size (Rooms)                                     107          111          98        100          116
</TABLE>

================================================================================

  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              75
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995
Ratios to Total Revenues
Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                        Geographic Divisions
                                                  -------------------------------------------------------------
                                                    New England                                        Mountain
                                                        and          North      South       South         and
                                                  Middle Atlantic   Central    Atlantic    Central      Pacific
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                94.3%        95.4%       94.8%      96.9%        95.1%
   Telephone                                             3.0          2.7         2.7        2.0          2.3
   Other Operated Departments                            1.5          0.4         1.2        0.3          0.9
   Rentals and Other Income                              1.2          1.5         1.3        0.7          1.7
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                26.6%        23.1%       22.6%      22.2%        23.6%
   Telephone                                             1.7          1.5         1.7        1.4          1.4
   Other Operated Departments                            1.3          0.3         0.9        0.3          0.5
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           29.6%        24.9%       25.2%      23.8%        25.5%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   70.4%        75.1%       74.8%      76.2%        74.5%

Undistributed Operating Expenses:**
   Administrative and General                           10.2%         8.7%        9.8%       8.4%         8.5%
   Franchise Fees                                        2.9          2.8         2.6        1.2          0.9
   Marketing and Guest Entertainment                     4.5          3.9         4.3        2.8          3.9
   Property Operation and Maintenance                    5.7          5.0         5.6        5.3          6.2
   Energy Costs                                          6.0          4.7         5.4        4.7          4.6
   Other Unallocated Operated Departments                0.1          --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       29.4%        25.1%       27.9%      22.3%        24.1%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          40.9%        50.0%       46.9%      53.8 %       50.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       3.5%         4.2%        2.9%       1.4%         3.1%
   Property Taxes and Other Municipal Charges            5.5          4.7         3.6        3.9          3.5
   Insurance on Buildings and Contents                   0.7          0.7         1.1        1.3          1.2
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     9.6%         9.6%        7.6%       6.6%         7.8%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    31.3%        40.4%       39.3%      47.2%        42.6%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                15.6%        13.6%       12.9%      12.3%        13.8%
   Payroll Taxes and Employee Benefits                   4.7          2.4         3.1        3.8          3.7
                                                  -------------------------------------------------------------
     Subtotal                                           20.3%        16.0%       16.0%      16.1%        17.5%
   Laundry, Linen, and Guest Supplies                    1.6          2.0         1.7        0.9          1.9
   Commissions and Reservation Expenses                  2.1          1.8         1.8        1.0          1.6
   Complimentary Food and/or Beverage Expenses           1.3          2.0         1.7        1.8          1.4
   All Other Expenses                                    3.0          2.4         2.6        3.0          2.4
                                                  -------------------------------------------------------------
     Total Rooms Expense                                28.3%        24.2%       23.8%      22.8%        24.8%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            71.7%        75.8%       76.2%      77.2%        75.2%
                                                  =============================================================
Percentage of Occupancy                                 69.0%        71.6%       70.9%      71.0%        66.8%
Average Daily Rate per Occupied Room                   $58.94       $49.83      $48.92     $49.93       $53.28
Average Size (Rooms)                                     116           80         123        122           96
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

76
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                    Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                      Property Size Classifications
                                                  -------------------------------------
                                                       Under        75 to        Over   
                                                        75           150         150   
                                                       Rooms        Rooms       Rooms
                                                  -------------------------------------
<S>                                                    <C>          <C>         <C>    
Revenues:
   Rooms                                                96.0%        95.9%       93.9% 
   Telephone                                             2.6          2.3         2.6  
   Other Operated Departments                            0.3          0.7         1.7  
   Rentals and Other Income                              1.1          1.1         1.9  
                                                  -------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0% 

Departmental Costs and Expenses:
   Rooms                                                22.1%        23.0%       24.5% 
   Telephone                                             1.6          1.5         1.6  
   Other Operated Departments                            0.2          0.5         1.2  
                                                  -------------------------------------
     Total Costs and Expenses                           23.8%        25.0%       27.3% 
                                                  -------------------------------------
   Total Operated Departmental Income                   76.2%        75.0%       72.7% 

Undistributed Operating Expenses:**
   Administrative and General                            8.3%         9.0%        9.3% 
   Franchise Fees                                        2.6          1.7         1.9  
   Marketing and Guest Entertainment                     3.7          3.6         4.3  
   Property Operation and Maintenance                    5.5          5.5         5.7  
   Energy Costs                                          4.6          5.0         5.2  
   Other Unallocated Operated Departments                --           --          --   
                                                  -------------------------------------
     Total Undistributed Expenses                       24.7%        24.9%       26.5% 
                                                  -------------------------------------
   Income before Fixed Charges                          51.5%        50.2%       46.2% 

Management Fees, Property Taxes, and Insurance:**
   Management Fees                                       6.2%         2.2%        2.5% 
   Property Taxes and Other Municipal Charges            3.8          4.0         4.1  
   Insurance on Buildings and Contents                   0.6          1.1         1.3  
                                                  -------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                    10.6%         7.3%        8.0% 
                                                  -------------------------------------
Income before Other Fixed Charges***                    40.9%        42.9%       38.2% 
                                                  =====================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0% 
Departmental Expenses:
   Salaries and Wages including Vacation                13.0%        13.1%       14.3% 
   Payroll Taxes and Employee Benefits                   2.1          3.5         4.3  
                                                  -------------------------------------
     Subtotal                                           15.1%        16.6%       18.6% 
   Laundry, Linen, and Guest Supplies                    2.6          1.4         1.5  
   Commissions and Reservation Expenses                  1.6          1.5         1.8  
   Complimentary Food and/or Beverage Expenses           1.6          1.8         1.1  
   All Other Expenses                                    2.1          2.7         3.1  
                                                  -------------------------------------
     Total Rooms Expense                                23.0%        24.0%       26.1% 
                                                  -------------------------------------
   Rooms Departmental Income                            77.0%        76.0%       73.9% 
                                                  =====================================
Percentage of Occupancy                                 69.0%        70.2%       69.9% 
Average Daily Rate per Occupied Room                   $47.93       $50.46      $56.90 
Average Size (Rooms)                                      54          118         186  
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              77
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15
================================================================================

<TABLE>
<CAPTION>
                                                    All Limited-Service              Average for
                                                           Hotels                      Top 25%*
                                                  -------------------------   ----------------------
                                                                  Compared                 Compared
                                                       1995       with 1994      1995      with 1994
                                                  --------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>    
Revenues:                                                                                           
   Rooms                                            $ 13,057          6.7%   $ 18,002          7.3% 
   Telephone                                             331          4.0         449          4.1  
   Other Operated Departments                            110          9.6         178        (12.0) 
   Rentals and Other Income                              170         17.4         249         30.1  
                                                  --------------------------------------------------
     Total Revenues                                 $ 13,669          6.8%   $ 18,878          7.2% 
                                                                                                    
Departmental Costs and Expenses:                                                                    
   Rooms                                            $  3,166          4.5%   $  3,950          3.4% 
   Telephone                                             206          7.3         256          9.0  
   Other Operated Departments                             80         34.5         139         27.9  
                                                  --------------------------------------------------
     Total Costs and Expenses                       $  3,452          5.2%   $  4,345          4.4% 
                                                  --------------------------------------------------
   Total Operated Departmental Income               $ 10,216          7.3%   $ 14,532          8.1% 
                                                                                                    
Undistributed Operating Expenses:**                                                                 
   Administrative and General                       $  1,225          8.4%   $  1,463          8.7% 
   Franchise Fees                                        256         10.7         265         (4.6) 
   Marketing and Guest Entertainment                     510          5.3         691          8.1  
   Property Operation and Maintenance                    759          5.8         858          3.4  
   Energy Costs                                          681         (3.2)        744         (3.5) 
   Other Unallocated Operated Departments                  3          N/C         --           --   
                                                  --------------------------------------------------
     Total Undistributed Expenses                   $  3,435          5.1%   $  4,021          4.1% 
                                                  --------------------------------------------------
   Income before Fixed Charges                      $  6,782          8.4%   $ 10,511          9.8% 
                                                                                                    
Management Fees, Property Taxes, and Insurance:**                                                   
   Management Fees                                  $    380        (24.0)%  $    597        (22.6)%
   Property Taxes and Other Municipal Charges            545          2.8         773          4.5  
   Insurance on Buildings and Contents                   147         (3.2)        203          6.6  
                                                  --------------------------------------------------
     Total Management Fees, Property Taxes,                                                         
       and Insurance                                $  1,072         (9.3)%  $  1,573         (7.5)%
                                                  --------------------------------------------------
Income before Other Fixed Charges***                $  5,710         12.5%   $  8,938         13.5% 
                                                  ==================================================
                                                                                                    
Rooms Department:                                                                                   
   Rooms Net Revenue                                $ 13,057          6.7%   $ 18,002          7.3% 
                                                                              
Departmental Expenses:                                                                              
   Salaries and Wages including Vacation            $  1,735          2.5%   $  2,107          1.5% 
   Payroll Taxes and Employee Benefits                   456         (2.2)        606         (1.1) 
                                                  --------------------------------------------------
     Subtotal                                       $  2,191          1.5%   $  2,713          0.9% 
   Laundry, Linen, and Guest Supplies                    203        (13.3)        211        (20.1) 
   Commissions and Reservation Expenses                  203          8.3         289          0.8  
   Complimentary Food and/or Beverage Expenses           219         12.7         287          6.7  
   All Other Expenses                                    350         38.1         450         45.0  
                                                  --------------------------------------------------
     Total Rooms Expense                            $  3,166          4.5%   $  3,950          3.4% 
                                                  --------------------------------------------------
   Rooms Departmental Income                        $  9,891          7.4%   $ 14,052          8.4% 
                                                  ==================================================
Percentage of Occupancy                                 69.9%         0.8%       78.1%         0.8% 
Average Daily Rate per Occupied Room                $   51.15         5.9%   $   63.13         6.4% 
Average Size (Rooms)                                     107         (0.2)%       111          0.1% 
</TABLE>

================================================================================

N/C - Data not comparable.
  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

78
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                                               Rate Groups
                                                  ---------------------------------------------------------------------------
                                                        Under $35.00           $35.00 to $50.00             Over $50.00
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>        <C>           <C>    
Revenues:                                                                                                                    
1  Rooms                                            $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
2  Telephone                                             206         (2.2)        277          3.3         406          5.0  
3  Other Operated Departments                            105          N/C          79         43.1         142         (7.0) 
4  Rentals and Other Income                              123        (10.8)        132         11.1         217         25.1  
                                                  ---------------------------------------------------------------------------
5    Total Revenues                                 $  7,788          3.8%   $ 11,384          7.0%   $ 16,891          6.8% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
6  Rooms                                            $  2,202          8.5%   $  2,766          5.0%   $  3,721          3.8% 
7  Telephone                                             166         (1.2)        184          6.6         235          8.8  
8  Other Operated Departments                             46         (1.2)         55          N/C         111         30.2  
                                                  ---------------------------------------------------------------------------
9    Total Costs and Expenses                       $  2,414          7.5%   $  3,005          5.7%   $  4,067          4.7% 
                                                  ---------------------------------------------------------------------------
10 Total Operated Departmental Income               $  5,374          2.2%   $  8,379          7.4%   $ 12,824          7.5% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
11 Administrative and General                       $    875          7.9%   $  1,084          7.5%   $  1,422          9.2% 
12 Franchise Fees                                        130          3.7         240         19.9         292          4.2 
13 Marketing and Guest Entertainment                     351         (0.3)        379          5.4         669          5.6  
14 Property Operation and Maintenance                    802         18.1         680          6.1         835          4.1  
15 Energy Costs                                          589         (9.3)        626         (3.7)        751         (2.1) 
16 Other Unallocated Operated Departments                 --          --            3          N/C           4          N/C  
                                                  ---------------------------------------------------------------------------
17   Total Undistributed Expenses                   $  2,748          5.0%   $  3,013          5.3%   $  3,972          4.9% 
                                                  ---------------------------------------------------------------------------
18 Income before Fixed Charges                      $  2,626         (0.6)%  $  5,366          8.7%   $  8,851          8.6% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
19 Management Fees                                  $    244          2.2%   $    300        (25.6)%  $    484        (24.4)%
20 Property Taxes and Other Municipal Charges            275        (10.2)        457          3.5         675          3.2  
21 Insurance on Buildings and Contents                    90        (21.9)        124         (6.4)        178          1.0  
                                                  ---------------------------------------------------------------------------
22   Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $    609         (7.7)%  $    881         (9.8)%  $  1,337         (9.1)%
                                                  ---------------------------------------------------------------------------
23 Income before Other Fixed Charges***             $  2,017          1.7%   $  4,485         13.3%   $  7,514         12.5% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
24 Rooms Net Revenue                                $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
                                                                                                                             
Departmental Expenses:                                                                                                       
25 Salaries and Wages including Vacation            $  1,285          4.9%   $  1,548          2.8%   $  1,995          2.0% 
26 Payroll Taxes and Employee Benefits                   296          6.6         369         (4.9)        568         (0.9) 
                                                  ---------------------------------------------------------------------------
27   Subtotal                                       $  1,581          5.3%   $  1,917          1.2%   $  2,563          1.4% 
28 Laundry, Linen, and Guest Supplies                    241         17.1         197         (7.9)        204        (21.5) 
29 Commissions and Reservation Expenses                   74         12.5         158         13.5         269          5.2  
30 Complimentary Food and/or Beverage Expenses            45         22.6         196         18.5         267          8.3  
31 All Other Expenses                                    261         18.8         298         35.3         417         42.2  
                                                  ---------------------------------------------------------------------------
32   Total Rooms Expense                            $  2,202          8.5%   $  2,766          5.1%   $  3,720          3.8% 
                                                  ---------------------------------------------------------------------------
33 Rooms Departmental Income                        $  5,151          1.6%   $  8,129          7.5%   $ 12,406          7.7% 
                                                  ===========================================================================
34 Percentage of Occupancy                              64.3%         2.2%       67.3%         1.1%       73.5%         0.3% 
35 Average Daily Rate per Occupied Room             $   31.31         1.3%   $   44.34         5.7%   $   60.14         6.4% 
36 Average Size (Rooms)                                   98         (0.6)%       100         (0.2)%       116         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              79
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                         Geographic Divisions
   -----------------------------------------------------------------------------------------------------------------------------
         New England                   North                    South                    South                  Mountain
     and Middle Atlantic              Central                  Atlantic                 Central                and Pacific    
   -------------------------  -----------------------  -----------------------  -----------------------  -----------------------
                   Compared                 Compared                 Compared                 Compared                 Compared 
        1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994
   -----------------------------------------------------------------------------------------------------------------------------
<S>  <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>    
                                                                                                                                
1    $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
2         465          0.1         369          8.1         355         13.6         270         (1.9)        313          0.1  
3         240         34.0          58         36.6         166         33.3          46         (0.2)        122        (21.2) 
4         191         16.7         200         20.3         178         15.9          95          5.0         233         24.8  
   -----------------------------------------------------------------------------------------------------------------------------
5    $ 15,747          6.6%   $ 13,645          6.9%   $ 13,350         11.5%   $ 13,354          4.0%   $ 13,668          5.8% 
                                                                                                                                
                                                                                                                                
6    $  4,191          5.1%   $  3,148          4.8%   $  3,019          6.8%   $  2,958          3.1%   $  3,227          3.8% 
7         264         (5.3)        204          1.6         230          8.2         188         15.3         186          8.2  
8         209         46.4          42          N/C         118         33.4          38          N/C          75          9.6  
   -----------------------------------------------------------------------------------------------------------------------------
9    $  4,664          5.8%   $  3,394          5.1%   $  3,367          7.6%   $  3,185          4.1%   $  3,488          4.2% 
   -----------------------------------------------------------------------------------------------------------------------------
10   $ 11,083          6.9%   $ 10,252          7.5%   $  9,984         12.9%   $ 10,169          4.0%   $ 10,180          6.3% 
                                                                                                                                
                                                                                                                                
11   $  1,611          8.0%   $  1,187          5.6%   $  1,311         10.7%   $  1,118         10.4%   $  1,163          5.8% 
12        463          4.3         384          6.8         353         12.8         160         10.7         122         24.0  
13        715        (13.0)        537         10.0         575          4.2         372         13.8         530          7.3  
14        894          3.6         679         (0.3)        754          8.2         702          2.7         843         11.7  
15        945         (0.2)        645         (1.9)        725          1.2         627         (3.5)        633         (9.7) 
16          8        (40.1)        --           --            6          --            4          --          --           --   
   -----------------------------------------------------------------------------------------------------------------------------
17   $  4,636          1.2%   $  3,432          3.7%   $  3,724          7.6%   $  2,983          5.9%   $  3,290          4.6% 
   -----------------------------------------------------------------------------------------------------------------------------
18   $  6,447         11.5%   $  6,820          9.6%   $  6,260         16.4%   $  7,186          3.2%   $  6,889          7.1% 
                                                                                                                                
                                                                                                                                
19   $    544         15.2%   $    569         (3.5)%  $    387         (8.4)%  $    192          N/C    $    430        (20.4)%
20        863         15.3         640          2.6         476          0.3         518          0.3%        473          2.1  
21        107        (39.2)         98        (13.6)        146         (6.4)        174         22.2         159         (9.4) 
   -----------------------------------------------------------------------------------------------------------------------------
22   $  1,514          8.4%   $  1,307         (1.5)%  $  1,009         (4.1)%  $    884        (23.3)%  $  1,062         (9.9)%
   -----------------------------------------------------------------------------------------------------------------------------
23   $  4,933         12.4%   $  5,513         12.6%   $  5,251         21.3%   $  6,302          8.4%   $  5,828         11.0% 
   =============================================================================================================================
                                                                                                                                
                                                                                                                                
24   $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
                                                                                                                                
                                                                                                                                
25   $  2,317          2.8%   $  1,770          5.8%   $  1,637          3.0%   $  1,590          0.6%   $  1,790          2.1% 
26        693          6.8         317        (12.3)        397          1.6         488         (3.2)        480         (3.0) 
   -----------------------------------------------------------------------------------------------------------------------------
27   $  3,010          3.7%   $  2,087          2.6%   $  2,034          2.7%   $  2,078         (0.4)%  $  2,270          1.0% 
28        237         (8.1)        260          2.9         215        (12.2)        120        (38.7)        247         (2.0) 
29        306         (4.2)        234          1.0         224         15.9         136          8.3         211         14.2  
30        199         48.4         260          8.6         211         24.8         234          4.2         187          8.5  
31        440         18.1         307         25.7         334         39.6         389          N/C         311         24.3  
   -----------------------------------------------------------------------------------------------------------------------------
32   $  4,192          5.1%   $  3,148          4.8%   $  3,018          6.8%   $  2,957          3.0%   $  3,226          3.8% 
   -----------------------------------------------------------------------------------------------------------------------------
33   $ 10,659          6.8%   $  9,870          7.2%   $  9,633         12.6%   $  9,986          4.5%   $  9,774          6.7% 
   =============================================================================================================================
27       69.0%         1.3%       71.6%         0.2%       70.9%         3.7%       71.0%        (1.2)%      66.8%         0.6% 
28   $   58.94         5.0%   $   49.83         6.4%   $   48.92         7.2%   $   49.93         5.4%   $   53.28         5.3% 
29        116         (1.0)%        80          --          123         (0.2)%       122         (0.3)%        96         (0.1)%
</TABLE>

================================================================================

                                                                     (Continued)

80
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                         Property Size Classifications
                                                  ---------------------------------------------------------------------------
                                                             Under                  75 to 150                   Over
                                                           75 Rooms                   Rooms                  150 Rooms
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                 <C>             <C>      <C>             <C>      <C>            <C>    
Revenues:                                                                                                                    
   Rooms                                            $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
   Telephone                                             330         10.5         316          3.2         399          2.6  
   Other Operated Departments                             38         (7.5)         89          2.7         259         24.9  
   Rentals and Other Income                              137         42.5         150         19.3         286          5.8  
                                                  ---------------------------------------------------------------------------
     Total Revenues                                 $ 12,577          5.5%   $ 13,486          6.9%   $ 15,394          7.3% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
   Rooms                                            $  2,779          2.7%   $  3,103          5.1%   $  3,770          3.9% 
   Telephone                                             195         (0.2)        199          9.3         246          6.0  
   Other Operated Departments                             25         28.6          65          N/C         191         16.2  
                                                  ---------------------------------------------------------------------------
     Total Costs and Expenses                       $  2,999          2.7%   $  3,368          5.9%   $  4,206          4.6% 
                                                  ---------------------------------------------------------------------------
   Total Operated Departmental Income               $  9,578          6.4%   $ 10,118          7.2%   $ 11,187          8.4% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
   Administrative and General                       $  1,038          6.4%   $  1,213          8.8%   $  1,437          8.3% 
   Franchise Fees                                        332         10.1         232         14.5         297         (0.2)
   Marketing and Guest Entertainment                     465         (0.7)        485          7.8         656          1.6  
   Property Operation and Maintenance                    692          7.3         745          5.6         878          5.5  
   Energy Costs                                          576        (10.7)        673         (2.9)        803          0.8  
   Other Unallocated Operated Departments                 --          N/C           4          N/C           4          --   
                                                  ---------------------------------------------------------------------------
     Total Undistributed Expenses                   $  3,102          2.2%   $  3,352          5.8%   $  4,075          4.5% 
                                                  ---------------------------------------------------------------------------
   Income before Fixed Charges                      $  6,476          8.5%   $  6,766          7.8%   $  7,112         10.7% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
   Management Fees                                  $    775          6.5%   $    299        (33.3)%  $    388        (26.8)%
   Property Taxes and Other Municipal Charges            473          0.1         539          3.0         634          4.0  
   Insurance on Buildings and Contents                    81        (40.5)        146         (1.2)        206         14.1  
                                                  ---------------------------------------------------------------------------
     Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $  1,330         (0.6)%  $    984        (12.1)%  $  1,228         (7.0)%
                                                  ---------------------------------------------------------------------------
   Income before Other Fixed Charges***             $  5,146         11.1%   $  5,782         12.2%   $  5,884         15.3% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
   Rooms Net Revenue                                $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
                                                                                                                             
Departmental Expenses:                                                                                                       
   Salaries and Wages including Vacation            $  1,572          3.0%   $  1,691          2.7%   $  2,066          1.6% 
   Payroll Taxes and Employee Benefits                   254        (14.3)        458         (2.3)        618          3.4  
                                                  ---------------------------------------------------------------------------
     Subtotal $                                     $  1,826          0.2%   $  2,149          1.5%   $  2,684          2.0% 
   Laundry, Linen, and Guest Supplies                    320         21.1         176        (20.7)        217        (16.4) 
   Commissions and Reservation Expenses                  192         12.2         191         10.9         264         (1.1) 
   Complimentary Food and/or Beverage Expenses           194          9.9         237         13.6         163          9.8  
   All Other Expenses                                    247         (8.8)        349         49.1         442         37.8  
                                                  ---------------------------------------------------------------------------
     Total Rooms Expense                            $  2,779          2.7%   $  3,102          5.0%   $  3,770          3.9% 
                                                  ---------------------------------------------------------------------------
   Rooms Departmental Income                        $  9,293          5.8%   $  9,829          7.4%   $ 10,680          8.4% 
                                                  ===========================================================================
   Percentage of Occupancy                              69.0%         0.1%       70.2%         0.7%       69.6%         1.8% 
   Average Daily Rate per Occupied Room             $   47.93         5.0%   $   50.46         6.2%   $   56.90         5.3% 
   Average Size (Rooms)                                   54         (0.1)%       118         (0.2)%       186         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              81
<PAGE>

                              SMITH TRAVEL RESEARCH
                     HOTEL OPERATING STATISTICS 1996 REPORT
================================================================================

LIMITED-SERVICE HIGHLIGHTS

o     Limited-service hotels showed strong profitability improvement from 14.6
      percent of total revenue in 1994 to 23.0 percent in 1995.

o     Sample Characteristics:

        -   Sample comprised of 1,410 limited-service hotels.

        -   Occupancy was slightly lower at 72.7 percent...highest occupancies
            were in Southeast states.

        -   Room Rates increased 1.4 percent to $55.18...highest ADR's were in
            Middle Atlantic (New York) and Pacific (Hawaii) regions.

        -   RevPAR improved to $40.12.

o     Gross operating profit (GOP) (before management fees) improved from 45.2
      percent in 1994 to 46.6 percent in 1995...GOP was above 44 percent across
      all census regions except New England.

o     Higher priced properties generally reported higher GOP and pre-tax income.

o     Total fixed charges (including property taxes and insurance) decreased
      12.5 percent from $3,530 per available room in 1994 to $3,087 in
      1995...fixed charges were highest in Mountain and Pacific regions.

o     Payroll and related expenses, as a ratio to sales, were higher for West
      South Central and Pacific region properties...highest labor expense per
      available room was in Pacific region (Hawaii).

o     Expressed as an amount per available room, limited-service profits
      improved over 12 percent from $3,091 per room in 1994 to $3,474 in 1995
      due to GOP enhancements and reduced fixed charges.

o     Properties in the Central regions reported the highest pre-tax income
      ranging from 22.8 percent to 29.4 of total revenue, while properties in
      New England reported the lowest pre-tax income at 13.0 percent of total
      revenue.

o     Chain-Affiliated properties, with pre-tax income of 23.8 percent, were
      more profitable than the reporting Independent properties at 10.4 percent.


24
<PAGE>

Limited-Service Hotels--Statements of Operating Income & Expenses - 1995

<TABLE>
<CAPTION>
- --------------------------------     -----------------------------------------------------------------------------------------------
                                                                             Geographic Region
- --------------------------------     -----------------------------------------------------------------------------------------------
Ratios to Sales                          New     Middle     South   East North  East South  West North  West South
                                       England  Atlantic  Atlantic    Central     Central     Central     Central  Mountain  Pacific
<S>                                    <C>       <C>       <C>        <C>         <C>          <C>        <C>        <C>      <C>   
Occupancy                               66.1%     70.8%     75.0%      73.4%       74.7%        72.4%      72.3%      73.3%    68.7%
Average Size of Property (Rooms)         105       112       125        114         114          123        127        124      133
Average Rate                           $52.95    $60.23    $52.66     $53.88      $51.96       $54.46     $53.65     $58.05   $62.93

REVENUE
  Rooms                                 95.1%     95.7%     95.7%      95.9%       96.1%        95.7%      95.3%      95.1%    94.2%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Other Food & Beverage                   .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                              2.3       2.3       2.2        2.2         1.8          2.0        1.1        1.6      2.5
  Minor Operated Departments              .6       1.1        .9        1.2          .8          1.1         .5        1.0      1.3
  Rentals & Other Income                 2.0        .9       1.3         .7         1.3          1.3        3.1        2.2      2.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Revenue                        100.0%    100.0%    100.0%     100.0%      100.0%       100.0%     100.0%     100.0%   100.0%

DEPARTMENTAL EXPENSES
  Rooms                                 25.0%     24.9%     25.5%      23.6%       25.7%        27.1%      28.5%      27.2%    28.3%
  Food & Beverage                         .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                             79.4      72.5      96.4       72.7        97.1         86.5       72.2       68.5     59.4
  Other Departmental Expenses             .9        .6        .5         .5          .7           .5         .6         .8      1.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Expenses           26.5%     26.1%     27.0%      24.7%       27.1%        28.1%      28.6%      27.8%    29.2%
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Profit             73.5%     73.9%     73.0%      75.3%       72.9%        71.9%      71.4%      72.2%    70.8%

UNDISTRIBUTED OPERATING EXPENSES
  Administrative & General              12.1%     10.9%     10.0%       9.7%        9.2%         9.4%       8.3%       8.6%     9.4%
  Marketing                              3.7       3.8       4.7        4.6         4.4          5.0        3.5        4.2      4.9
  Franchise Fee                          2.8       2.5       2.0        2.0         2.1          2.0         .9        2.0      1.7
  Energy                                 7.0       6.4       5.7        5.0         4.9          4.6        4.7        4.7      5.0
  Property Operation & Maintenance       5.8       5.2       5.7        5.6         4.8          5.4        3.8        4.6      5.2
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Undistributed Operating
   Expenses                             31.3%     28.8%     28.1%      26.8%       25.5%        26.4%      21.2%      24.0%    26.0%

  GROSS OPERATING PROFIT                42.2%     45.1%     44.9%      48.5%       47.4%        45.5%      50.2%      48.2%    44.8%

  Management Fees                        2.3%      2.4%      3.2%       2.7%        3.2%         2.5%       3.9%       3.0%     2.8%
- ------------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE FIXED CHARGES*            39.9%     42.7%     41.7%      45.8%       44.2%        43.0%      46.3%      45.2%    42.0%
  Property Taxes                         4.5%      5.2%      3.1%       4.3%        2.6%         4.4%       3.8%       3.4%     3.2%
  Insurance                               .9        .9       1.0         .9         1.0          1.0        1.1        1.0      1.4
  Reserve For Replacement                 .3       1.1       1.1         .1          .2           .3         .1         .5       .6
- ------------------------------------------------------------------------------------------------------------------------------------
AMOUNT AVAILABLE FOR DEBT SERVICE
& OTHER FIXED CHARGES                   34.2%     35.5%     36.5%      40.5%       40.4%        37.3%      41.3%      40.3%    36.8%

Total Fixed Charges* (Including
  Property Taxes & Insurance)           26.9%     25.5%     19.3%      19.5%       14.8%        20.2%      18.0%      23.5%    24.9%
- ------------------------------------------------------------------------------------------------------------------------------------
Pre-Tax Income (Loss)                   13.0%     17.2%     22.4%      26.3%       29.4%        22.8%      28.3%      21.7%    17.1%
====================================================================================================================================
PAYROLL & RELATED EXPENSES
  Rooms                                 17.7%     18.2%     16.9%      15.7%       16.1%        17.7%      19.8%      17.0%    18.7%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                               .0       1.3        .7         .2          .0           .0         .0         .6       .6
  Other Operated Departments              .2        .3        .1         .1          .1           .2         .1         .2       .2
  Administrative & General               4.3       4.3       4.5        4.2         4.0          4.1        4.0        4.4      5.0
  Marketing                              1.7       1.3       1.7        1.6         1.2          1.8        1.9        1.6      1.8
  Property Operations & Maintenance      2.6       2.1       2.5        2.4         2.3          2.3        2.6        2.4      2.6
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Payroll & Related Expenses      25.6%     25.5%     25.0%      23.4%       23.1%        25.3%      27.5%      24.8%    27.2%
</TABLE>

* Total Fixed Charges does not include deductions for Replacements; but does
  include Depreciation and Amortization, Interest, Rent and Equipment Leases.

Expense ratios to sales for departmental expenses are based on their respective
departmental revenues. All other expenses are based on total revenue. Totals may
not add due to rounding.


26
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------   --------------------------------------  ---------------------------
                 Location                                     Price Category                        Size
- ----------------------------------------------   --------------------------------------  ---------------------------
                                                                                         Under 75  75-125   Over 125
 Urban   Suburban   Airport   Highway   Resort   Upscale   Mid-Price   Economy   Budget    Rooms    Rooms     Rooms
<S>       <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>      <C>      <C>       <C>   
 73.2%     73.6%     74.4%     71.3%     70.8%     76.5%     72.4%      71.9%     69.1%    68.4%    73.1%     73.4%
  150       125       134       109       172       133       123        115       109       57      108       159
$70.88    $58.55    $53.02    $49.40    $61.51    $74.44    $54.25     $47.67    $39.99   $52.05   $51.89    $61.05

 94.2%     95.3%     95.3%     96.1%     92.9%     95.1%     95.0%      96.0%     96.3%    96.2%    95.8%     94.8%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.1       2.3       1.8       1.7       2.0       2.5       1.7        1.8       2.1      2.2      1.9       2.1
  1.4       1.2        .7        .6       1.3       1.6       1.0         .6        .5       .6       .8       1.2
  2.2       1.3       2.2       1.6       3.8        .8       2.3        1.6       1.1       .9      1.4       1.9
- --------------------------------------------------------------------------------------------------------------------
100.0%    100.0%    100.0%    100.0%    100.0%    100.0%    100.0%     100.0%    100.0%   100.0%   100.0%    100.0%

 27.3%     25.4%     28.5%     25.9%     28.8%     23.5%     26.9%      26.6%     26.9%    26.2%    25.5%      6.7%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
132.0      68.3      74.3      88.3      86.4      73.8      68.4       91.2      92.9     83.1     83.0      75.2
  1.0        .8        .5        .4       1.4       1.0        .8         .5        .3       .4       .5        .9
- --------------------------------------------------------------------------------------------------------------------
 29.5%     26.6%     29.0%     26.8%     29.9%     25.2%     27.5%      27.7%     28.2%    27.5%    26.5%     27.8%
- --------------------------------------------------------------------------------------------------------------------
 70.5%     73.4%     71.0%     73.2%     70.1%     74.8%     72.5%      72.3%     71.8%    72.5%    73.5%     72.2%

  9.4%      9.6%      9.4%      9.7%     10.6%      9.2%      9.1%       9.8%     10.9%    13.1%     9.3%      9.1%
  4.7       4.9       4.1       3.8       6.3       5.7       4.2        3.8       3.6      3.7      4.4       4.6
  1.5       2.2       1.7       1.6       1.4       2.1       2.2        1.2       1.9      3.5      1.7       1.7
  4.9       5.2       5.0       5.5       5.3       4.5       4.8        5.4       7.2      6.3      5.2       5.1
  5.2       5.0       4.3       5.6       5.1       4.6       4.2        5.5       7.4      5.2      5.5       4.7
- --------------------------------------------------------------------------------------------------------------------
 25.8%     26.8%     24.5%     26.2%     28.7%     26.1%     24.5%      25.8%     30.9%    31.8%    26.1%     25.2%

 44.7%     46.6%     46.5%     47.0%     41.4%     48.7%     48.0%       6.5%      0.9%    40.7%    47.4%     47.0%

  3.3%      3.2%      3.4%      2.7%      3.2%      2.8%      3.8%       2.6%      2.2%     3.4%     2.6%     $3.5%
- --------------------------------------------------------------------------------------------------------------------
 41.4%     43.4%     43.1%     44.3%     38.2%     45.9%     44.2%      43.9%     38.7%    37.3%    44.8%     43.5%

  3.9%      3.7%      4.1%      3.6%      2.1%      3.4%      3.4%       3.9%      4.2%     3.7%     3.6%      3.9%
  1.1       1.0       1.0       1.1       1.2       1.0       1.1        1.0       1.1      1.5      1.0       1.0
   .7        .5        .2        .6        .6        .2        .0         .5       1.2      1.5       .5        .4
- --------------------------------------------------------------------------------------------------------------------
 35.7%     38.2%     37.8%     39.0%     34.3%     41.3%     39.3%      38.5%     32.2%    30.6%    39.7%     38.2%

 17.6%     22.3%     18.2%     19.8%     20.6%     18.4%     21.7%      19.7%     22.0%    33.3%    18.2%     20.4%
- --------------------------------------------------------------------------------------------------------------------
 23.8%     21.1%     24.9%     24.5%     17.6%     27.5%     22.5%      24.2%     16.7%     4.0%    26.6%     23.1%
====================================================================================================================

 17.9%     15.7%     19.7%     18.7%     19.7%     11.9%     18.1%      19.7%     20.8%    18.3%    17.4%     17.2%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.8        .1        .3        .4       5.6        .3        .4        1.2        .0       .0       .3        .9
   .3        .1        .0        .2        .4        .1        .1         .4        .7       .1       .1        .2
  4.0       4.2       4.1       4.6       5.2       3.8       4.0        4.8       4.8      4.9      4.3       4.2
  1.9       1.5       1.9       1.6       3.0       1.5       1.2        2.2       1.7       .3      1.7       2.0
  2.5       2.3       2.4       2.5       2.6       2.1       2.2        2.5       2.8      2.0      2.4       2.5
- --------------------------------------------------------------------------------------------------------------------
 25.6%     23.1%     27.2%     26.9%     29.6%     18.8%     24.7%      28.8%     30.0%    24.9%    25.2%     25.2%
</TABLE>


                                                                              27
<PAGE>

                                                                      ----------
                                                                       SPECIAL
                                                                      SUPPLEMENT
                                                                      ----------

================================================================================
TRENDS IN THE HOTEL INDUSTRY
United States Cities 1995 and 1996 Projections
================================================================================

<TABLE>
<CAPTION>
                                         Occupancy                    Average Daily Rate
                                ---------------------------------------------------------------
                                 1994     1995        1996       1994       1995        1996
                                Actual  Estimated   Projected   Actual    Estimated   Projected
                                ---------------------------------------------------------------
<S>                              <C>       <C>         <C>      <C>        <C>         <C>   
South Central Cities
   Austin, TX                    74.4%     76.0%       75.0%    $63.13     $65.50      $68.00
   Baton Rouge, LA               66.4      67.0        67.0      49.78      51.75       54.00
   Birmingham, AL                68.4      68.6        69.0      57.00      59.75       60.75
   Corpus Christi, TX            63.7      67.0        66.0      53.45      55.00       57.00
   Dallas/Fort Worth, TX         68.5      70.0        70.0      72.31      76.00       79.00
   El Paso, TX                   72.8      72.5        73.0      43.76      44.50       46.00
   Houston, TX                   64.3      64.0        65.0      67.32      71.00       74.00
   Jackson, MS                   65.6      65.0        67.0      48.90      49.20       51.00
   Knoxville, TN                 63.4      64.7        65.7      55.38      56.49       57.25
   Little Rock, AR               64.4      61.0        61.5      45.32      48.25       49.00
   Memphis, TN                   70.8      71.0        73.0      63.05      65.95       66.75
   Nashville, TN                 78.0      82.8        84.0      93.32      97.62       99.00
   New Orleans, LA               73.4      73.5        75.0      89.61      92.75       95.00
   Oklahoma City, OK             62.0      66.3        67.5      46.47      49.21       51.00
   San Antonio, TX               71.5      71.0        72.0      69.79      71.75       74.00
   Tulsa, OK                     58.8      59.2        61.0      56.79      58.54       59.00
                               -----------------       ---------------     ------------------
             Subtotal            68.6%     69.3%       70.0%    $69.56     $72.66      $75.28

Mountain and Pacific Cities

   Albuquerque, NM               73.4%     71.3%       73.0%    $63.28     $67.24      $68.00
   Billings, MT                  60.2      60.4        62.0      48.58      49.35       52.00
   Boise, ID                     75.5      75.0        75.0      58.00      62.00       64.00
   Colorado Springs, CO          69.3      69.7        71.2      59.31      62.33       63.75
   Denver, CO                    72.0      74.0        75.0      64.42      69.72       71.00
   Great Falls, MT               60.0      65.2        66.0      48.29      48.02       50.00
   Honolulu, HI                  81.1      80.2        80.5      98.82     105.00      110.00
   Los Angeles, CA               66.3      67.0        68.0      83.05      85.00       88.00
   Orange County, CA             65.5      69.0        70.0      76.50      77.34       80.24
   Phoenix, AZ                   71.4      72.9        73.0      90.13      99.34      100.00
   Portland, OR                  75.0      77.0        75.0      85.00      89.00       92.00
   Sacramento, CA                71.3      70.9        72.0      70.09      74.88       77.00
   Salt Lake City, UT            79.7      78.9        80.0      58.44      62.28       64.75
   San Diego County, CA          67.1      70.0        71.0      77.71      81.00       84.00
   San Francisco, CA             70.1      73.8        75.7     105.92     108.68      112.50
   Santa Fe, NM                  71.2      70.5        71.5     109.21     108.45      109.75
   Scottsdale, AZ                70.9      72.8        73.0     112.76     121.21      123.50
   Seattle, WA                   75.5      77.0        78.0     100.00     104.00      107.00
   Tucson, AZ                    69.2      71.6        72.0      74.25      78.68       79.00

             Subtotal            71.2%     72.5%       73.2%    $84.25     $88.41      $91.19
                               -----------------       ---------------     ------------------
             Total Cities        70.1%     71.3%       72.1%    $83.65     $87.51      $90.64
                               -----------------       ---------------     ------------------
             National Average*   68.9%     70.2%       71.2%    $81.68     $85.24      $88.10
</TABLE>

================================================================================

* Average property size: 210 rooms.


                                                                              15
<PAGE>

                                Portland, OR Area
                          JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                          11/07/96

<TABLE>
<CAPTION>
                  OCCUPANCY               ROOM RATE                ROOM SUPPLY              ROOM DEMAND               
                  --------------------    --------------------     ----------------------   ------------------------  
                  CURRENT  PRIOR  %       CURRENT PRIOR   %        CURRENT   PRIOR   %      CURRENT   PRIOR     %     
YEAR MONTH        YEAR     YEAR   CHNG    YEAR    YEAR    CHNG     YEAR      YEAR    CHNG   YEAR      YEAR      CHNG  
- ---- ---------    ----     ----   ----    -----   -----   ----     -------   ------- ----   -------   -------   ----  
<S>        <C>    <C>      <C>     <C>    <C>     <C>      <C>     <C>       <C>      <C>   <C>       <C>       <C>  

1990 January      50.8     52.9   -4.0    50.53   48.76    3.6      142073    132463  7.3     72214     70074    3.1  
1990 February     57.5     56.5    1.8    52.36   48.45    8.1      129892    123816  4.9     74738     69913    6.9  
1990 March        66.4     65.3    1.7    50.11   47.15    6.3      143809    137082  4.9     95515     89516    6.7  
1990 April        66.4     64.6    2.8    49.90   49.74     .3      139170    132660  4.9     92443     85675    7.9  
1990 May          67.3     68.4   -1.6    51.09   47.33    7.9      143809    137082  4.9     96797     93753    3.2  
1990 June         81.4     79.6    2.3    54.30   48.53   11.9      139170    132660  4.9    113352    105578    7.4  
1990 July         78.2     79.4   -1.5    53.25   49.46    7.7      143809    137082  4.9    112526    108850    3.4  
1990 August       85.0     88.4   -3.8    56.10   51.49    9.0      143809    137082  4.9    122237    121131     .9  
1990 September    77.7     75.2    3.3    51.48   48.89    5.3      139170    132660  4.9    108080     99814    8.3  
1990 October      65.8     69.9   -5.9    52.67   50.92    3.4      143809    142073  1.2     94603     99281   -4.7  
1990 November     56.3     65.1  -13.5    51.73   51.23    1.0      139770    137490  1.7     78649     89520  -12.1  
1990 December     48.5     49.2   -1.4    52.15   47.89    8.9      144429    142073  1.7     69985     69880     .2  
                  ----------------------------------------------------------------------------------------------------

     TOTAL 1990   66.8     67.9   -1.6    52.32   49.26    6.2     1692719   1624223  4.2   1131139   1102985    2.6  

ROOM SAMPLE PERCENT - 38.7%        Number of Sample Properties - 12          Number of Census Properties - 49

1991 January      49.9     50.8   -1.8    53.20   50.53    5.3      144429    142073  1.7     72000     72214    -.3  
1991 February     57.9     57.5     .7    53.08   52.36    1.4      130452    129892   .4     75561     74738    1.1  
1991 March        65.5     66.4   -1.4    50.70   50.11    1.2      144429    143809   .4     94573     95515   -1.0  
1991 April        74.3     66.4   11.9    52.11   49.90    4.4      139770    139170   .4    103901     92443   12.4  
1991 May          68.0     67.3    1.0    51.28   51.09     .4      144429    143809   .4     98208     96797    1.5  
1991 June         83.7     81.4    2.8    53.44   54.30   -1.6      139770    139170   .4    117030    113352    3.2  
1991 July         81.8     78.2    4.6    55.28   53.25    3.8      145111    143809   .9    118707    112526    5.5  
1991 August       89.0     85.0    4.7    56.00   56.10    -.2      145111    143809   .9    129180    122237    5.7  
1991 September    74.3     77.7   -4.4    52.40   51.48    1.8      140430    139170   .9    104285    108080   -3.5  
1991 October      60.2     65.8   -8.5    53.92   52.67    2.4      145111    143809   .9     87401     94603   -7.6  
1991 November     54.9     56.3   -2.5    54.64   51.73    5.6      140430    139770   .5     77121     78649   -1.9  
1991 December     47.7     48.5   -1.6    51.11   52.15   -2.0      145111    144429   .5     69285     69985   -1.0  
                  ----------------------------------------------------------------------------------------------------
     TOTAL 1991   67.3     66.8     .7    53.23   52.32    1.7     1704583   1692719   .7   1147252   1131139    1.4  

ROOM SAMPLE PERCENT - 37.0%        Number of Sample Properties - 13          Number of Census Properties - 50

<CAPTION>
                  ROOM REVENUE               
                  -------------------------- 
                  CURRENT    PRIOR     %     
YEAR MONTH        YEAR       YEAR      CHNG  
- ---- ---------    -------    -------   ----  
<S>               <C>        <C>       <C>   

1990 January      3649066    3416496    6.8  
1990 February     3913637    3387391   15.5  
1990 March        4785968    4220680   13.4  
1990 April        4613190    4261117    8.3  
1990 May          4945435    4437717   11.4  
1990 June         6154731    5123233   20.1  
1990 July         5992123    5383642   11.3  
1990 August       6857622    6236997   10.0  
1990 September    5564442    4879916   14.0  
1990 October      4983009    5055075   -1.4  
1990 November     4068199    4586115  -11.3  
1990 December     3649618    3346369    9.1  
                 --------------------------  
     TOTAL 1990  59177040   54334748    8.9  
                                            
                            
                                            
1991 January      3830518    3649066    5.0  
1991 February     4010519    3913637    2.5  
1991 March        4795033    4785968     .2  
1991 April        5414310    4613190   17.4  
1991 May          5036247    4945435    1.8  
1991 June         6254128    6154731    1.6  
1991 July         6562617    5992123    9.5  
1991 August       7234533    6857622    5.5  
1991 September    5464749    5564442   -1.8  
1991 October      4713075    4983009   -5.4  
1991 November     4213738    4068199    3.6  
1991 December     3541106    3649618   -3.0  
                 --------------------------  
     TOTAL 1991  61070573   59177040    3.2  
</TABLE>
<PAGE>

                                 Portland, OR Area
                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                          11/07/96

<TABLE>
<CAPTION>
                  OCCUPANCY               ROOM RATE                ROOM SUPPLY              ROOM DEMAND               
                  --------------------    --------------------     ----------------------   ------------------------  
                  CURRENT  PRIOR  %       CURRENT PRIOR   %        CURRENT   PRIOR   %      CURRENT   PRIOR     %     
YEAR MONTH        YEAR     YEAR   CHNG    YEAR    YEAR    CHNG     YEAR      YEAR    CHNG   YEAR      YEAR      CHNG  
- ---- ---------    ----     ----   ----    -----   -----   ----     -------   ------- ----   -------   -------   ----  
<S>               <C>      <C>      <C>   <C>     <C>      <C>      <C>       <C>      <C>    <C>       <C>      <C>  

1992 January      50.1     49.9     .4    52.45   53.20   -1.4      145111    144429   .5     72690     72000    1.0  
1992 February     52.2     57.9   -9.8    53.33   53.08     .5      131068    130452   .5     68421     75561   -9.4  
1992 March        58.5     65.5  -10.7    51.59   50.70    1.8      145111    144429   .5     84873     94573  -10.3  
1992 April        60.1     74.3  -19.1    52.38   52.11     .5      140430    139770   .5     84348    103901  -18.8  
1992 May          60.9     68.0  -10.4    52.72   51.28    2.8      145111    144429   .5     88365     98208  -10.0  
1992 June         80.4     83.7   -3.9    53.65   53.44     .4      140430    139770   .5    112885    117030   -3.5  
1992 July         79.8     81.8   -2.4    53.65   55.28   -2.9      145111    145111   .0    115778    118707   -2.5  
1992 August       82.9     89.0   -6.9    54.12   56.00   -3.4      145111    145111   .0    120312    129180   -6.9  
1992 September    74.2     74.3    -.1    53.21   52.40    1.5      140430    140430   .0    104151    104285    -.1  
1992 October      64.7     60.2    7.5    52.68   53.92   -2.3      147064    145111  1.3     95149     87401    8.9  
1992 November     55.7     54.9    1.5    52.44   54.64   -4.0      142320    140430  1.3     79289     77121    2.8  
1992 December     48.1     47.7     .8    51.65   51.11    1.1      147064    145111  1.3     70762     69285    2.1  
                  ----------------------------------------------------------------------------------------------------
TOTAL 1992        64.0     67.3   -4.9    52.93   53.23  -.6       1714361   1704583   .6   1097023   1147252   -4.4  

ROOM SAMPLE PERCENT - 33.6%        Number of Sample Properties - 14           Number of Census Properties - 51

1993 January      47.8     50.1   -4.6    54.62   52.45    4.1      147064    145111  1.3     70333     72690   -3.2  
1993 February     54.5     52.2    4.4    54.35   53.33    1.9      134652    131068  2.7     73449     68421    7.3  
1993 March        61.6     58.5    5.3    54.38   51.59    5.4      149079    145111  2.7     91779     84873    8.1  
1993 April        65.2     60.1    8.5    55.15   52.38    5.3      144270    140430  2.7     94047     84348   11.5  
1993 May          62.4     60.9    2.5    54.88   52.72    4.1      149079    145111  2.7     93020     88365    5.3  
1993 June         71.2     80.4  -11.4    55.81   53.65    4.0      144270    140430  2.7    102712    112885   -9.0  
1993 July         78.2     79.8   -2.0    56.36   53.65    5.1      149079    145111  2.7    116530    115778     .6  
1993 August       76.8     82.9   -7.4    57.49   54.12    6.2      149079    145111  2.7    114473    120312   -4.9  
1993 September    67.9     74.2   -8.5    55.90   53.21    5.1      144270    140430  2.7     97964    104151   -5.9  
1993 October      60.3     64.7   -6.8    55.12   52.68    4.6      149079    147064  1.4     89843     95149   -5.6  
1993 November     60.5     55.7    8.6    53.26   52.44    1.6      146130    142320  2.7     88349     79289   11.4  
1993 December     48.3     48.1     .4    52.40   51.65    1.5      151001    147064  2.7     72896     70762    3.0  
                  ----------------------------------------------------------------------------------------------------
TOTAL 1993        62.9     64.0   -1.7    55.14   52.93    4.2     1757052   1714361  2.5   1105415   1097023     .8  
                                                                                                                    
ROOM SAMPLE PERCENT - 39.5%         Number of Sample Properties - 17          Number of Census Properties - 53

<CAPTION>
                  ROOM REVENUE              
                  --------------------------
                  CURRENT    PRIOR     %    
YEAR MONTH        YEAR       YEAR      CHNG 
- ---- ---------    -------    -------   ---- 
<S>               <C>        <C>       <C>

1992 January      3812484    3830518    -.5 
1992 February     3648632    4010519   -9.0 
1992 March        4378796    4795033   -8.7 
1992 April        4418492    5414310  -18.4 
1992 May          4658948    5036247   -7.5 
1992 June         6056819    6254128   -3.2 
1992 July         6210966    6562617   -5.4 
1992 August       6511256    7234533  -10.0 
1992 September    5541466    5464749    1.4 
1992 October      5012340    4713075    6.3 
1992 November     4157992    4213738   -1.3 
1992 December     3655023    3541106    3.2 
                 -------------------------- 
TOTAL 1992       58063216   61070573   -4.9 
                                            
                              
                                            
1993 January      3841727    3812484     .8 
1993 February     3992123    3648632    9.4 
1993 March        4990603    4378796   14.0 
1993 April        5186679    4418492   17.4 
1993 May          5104996    4658948    9.6 
1993 June         5732547    6056819   -5.4 
1993 July         6567803    6210966    5.7 
1993 August       6580952    6511256    1.1 
1993 September    5476893    5541466   -1.2 
1993 October      4951881    5012340   -1.2 
1993 November     4705414    4157992   13.2 
1993 December     3819595    3655023    4.5 
                 -------------------------- 
TOTAL 1993       60951213   58063216    5.0 

</TABLE>
<PAGE>

                                Portland, OR Area
                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                          11/07/96

<TABLE>
<CAPTION>
                  OCCUPANCY               ROOM RATE                ROOM SUPPLY              ROOM DEMAND               
                  --------------------    --------------------     ----------------------   ------------------------  
                  CURRENT  PRIOR  %       CURRENT PRIOR   %        CURRENT   PRIOR   %      CURRENT   PRIOR     %     
YEAR MONTH        YEAR     YEAR   CHNG    YEAR    YEAR    CHNG     YEAR      YEAR    CHNG   YEAR      YEAR      CHNG  
- ---- ---------    ----     ----   ----    -----   -----   ----     -------   ------- ----   -------   -------   ----  
<S>               <C>      <C>     <C>    <C>     <C>      <C>      <C>       <C>     <C>     <C>       <C>       <C> 

1994 January      46.7     47.8   -2.3    53.22   54.62   -2.6      151001    147064  2.7     70505     70333     .2  
1994 February     53.6     54.5   -1.7    54.63   54.35     .5      136388    134652  1.3     73069     73449    -.5  
1994 March        59.4     61.6   -3.6    54.63   54.38     .5      151001    149079  1.3     89751     91779   -2.2  
1994 April        62.3     65.2   -4.4    54.88   55.15    -.5      146130    144270  1.3     91074     94047    3.2  
1994 May          59.6     62.4   -4.5    56.29   54.88    2.6      152272    149079  2.1     90784     93020   -2.4  
1994 June         74.7     71.2    4.9    59.16   55.81    6.0      147360    144270  2.1    110107    102712    7.2  
1994 July         78.2     78.2     .0    59.43   56.36    5.4      152272    149079  2.1    119001    116530    2.1  
1994 August       83.3     76.8    8.5    60.86   57.49    5.9      156054    149079  4.7    129943    114473   13.5  
1994 September    74.4     67.9    9.6    57.92   55.90    3.6      151020    144270  4.7    112377     97984   14.7  
1994 October      68.6     60.3   13.8    56.60   55.12    2.7      156054    149079  4.7    107131     89843   19.2  
1994 November     63.2     60.5    4.5    55.58   53.26    4.4      151020    146130  3.3     95501     88349    8.1  
1994 December     52.2     48.3    8.1    55.12   52.40    5.2      156054    151001  3.3     81399     72896   11.7  
                  ----------------------------------------------------------------------------------------------------
TOTAL 1994        64.8     62.9    3.0    56.91   55.14    3.2     1806626   1757052  2.8   1170642   1105415    5.9  
                                                                                                                     
ROOM SAMPLE PERCENT - 39.7%         Number of Sample Properties - 17          Number of Census Properties - 55        

1995 January      52.4     46.7   12.2    58.41   53.22    9.8      156054    151001  3.3     81729     70505   15.9  
1995 February     58.6     53.6    9.3    58.78   54.63    7.6      140952    136388  3.3     82531     73069   12.9  
1995 March        64.5     59.4    8.6    59.35   54.63    8.6      156054    151001  3.3    100659     89751   12.2  
1995 April        62.6     62.3     .5    59.53   54.88    8.5      151020    146130  3.3     94614     91074    3.9  
1995 May          66.7     59.6   11.9    60.34   56.29    7.2      156054    152272  2.5    104105     90784   14.7  
1995 June         77.6     74.7    3.9    62.06   59.16    4.9      151020    147360  2.5    117266    110107    6.5  
1995 July         80.5     78.2    2.9    62.97   59.43    6.0      156054    152272  2.5    125664    119001    5.6  
1995 August       85.4     83.3    2.5    64.66   60.86    6.2      156054    156054   .0    133236    129943    2.5  
1995 September    74.7     74.4     .4    62.50   57.92    7.9      151020    151020   .0    112842    112377     .4  
1995 October      70.0     68.6    2.0    63.33   56.60   11.9      156054    156054   .0    109283    107131    2.0  
1995 November     59.9     63.2   -5.2    62.29   55.58   12.1      151020    151020   .0     90491     95501   -5.2  
1995 December     56.2     52.2    7.7    61.81   55.12   12.1      156054    156054   .0     87678     81399    7.7  
                  ----------------------------------------------------------------------------------------------------
TOTAL 1995        67.5     64.8    4.2    61.57   56.91    8.2     1837410   1806626  1.7   1240098   1170642    5.9  
                                                                                                                     
ROOM SAMPLE PERCENT - 41.8%         Number of Sample Properties - 18          Number of Census Properties - 55      

<CAPTION>
                  ROOM REVENUE             
                  -------------------------
                  CURRENT    PRIOR     %   
YEAR MONTH        YEAR       YEAR      CHNG
- ---- ---------    -------    -------   ----
<S>               <C>        <C>       <C> 
                                           
1994 January      3752209    3841727   -2.3
1994 February     3991960    3992123    -.0
1994 March        4902878    4990603   -1.8
1994 April        4997915    5186679   -3.6
1994 May          5109868    5104996     .1
1994 June         6513858    5732547   13.6
1994 July         7072366    6567803    7.7
1994 August       7908858    6580952   20.2
1994 September    6509137    5476893   18.8
1994 October      6063955    4951881   22.5
1994 November     5307644    4705414   12.8
1994 December     4486618    3819595   17.5
                 --------------------------
TOTAL 1994       66617286   60951213    9.3
                                           
                                           
                                           
1995 January      4773541    3752209   27.2
1995 February     4851332    3991980   21.5
1995 March        5974289    4902878   21.9
1995 April        5632778    4997915   12.7
1995 May          6281219    5109868   22.9
1995 June         7277521    6513858   11.7
1995 July         7912989    7072366   11.9
1995 August       8615120    7908858    8.9
1995 September    7053084    6509137    8.4
1995 October      6920448    6063955   14.1
1995 November     5636675    5307644    6.2
1995 December     5418973    4486618   20.8
                 --------------------------
TOTAL 1995       76347969   66617286   14.6
</TABLE>
<PAGE>

                                Portland, OR Area
                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                  OCCUPANCY               ROOM RATE                ROOM SUPPLY               ROOM DEMAND              
                  --------------------    --------------------     ----------------------    -----------------------  
                  CURRENT  PRIOR  %       CURRENT PRIOR   %        CURRENT   PRIOR   %       CURRENT   PRIOR    %     
YEAR MONTH        YEAR     YEAR   CHNG    YEAR    YEAR    CHNG     YEAR      YEAR    CHNG    YEAR      YEAR     CHNG  
- ---- ---------    ----     ----   ----    -----   -----   ----     -------   ------- ----    ------   -------   ----  
<S>               <C>      <C>     <C>    <C>     <C>     <C>       <C>       <C>     <C>    <C>       <C>      <C>  

1996 January      51.4     52.4   -1.9    63.07   58.41    8.0      156054    156054   .0     80262     81729   -1.8  
1996 February     63.0     58.6    7.5    61.64   58.78    4.9      140952    140952   .0     88828     82531    7.6  
1996 March        68.8     64.5    6.7    62.81   59.35    5.8      156054    156054   .0    107329    100659    6.6  
1996 April        66.1     62.6    5.6    64.88   59.53    9.0      154320    151020  2.2    102080     94614    7.9  
1996 May          69.1     66.7    3.6    65.91   60.34    9.2      159464    156054  2.2    110120    104105    5.8  
1996 June         76.6     71.6   -1.3    66.71   62.06    7.5      154320    151020  2.2    118186    117266     .8  
1996 July         81.1     80.5     .7    70.29   62.97   11.6      165664    156054  6.2    134336    125664    6.9  
1996 August       85.3     85.4    -.1    68.96   64.66    6.7      165664    156054  6.2    141234    133236    6.0  
1996 September    69.5     74.7   -7.0    66.67   62.50    6.7      163440    151020  8.2    113563    112842     .6  
                  ----------------------------------------------------------------------------------------------------
     TOTAL 1996   70.3     69.3    1.4    66.07   61.27    7.8     1415932   1374282  3.0    995938    952646    4.5  
                                                                                                             
     ROOM SAMPLE PERCENT 37.2%           Number of Sample Properties - 17         Number of Census Properties - 59

<CAPTION>
                  ROOM REVENUE             
                  -------------------------
                  CURRENT    PRIOR     %   
YEAR MONTH        YEAR       YEAR      CHNG
- ---- ---------    -------    -------   ----
<S>               <C>        <C>        <C>

1996 January      5062444    4773541    6.1
1996 February     5475382    4851332   12.9
1996 March        6741775    5974289   12.8
1996 April        6623387    5632778   17.6
1996 May          7258174    6281219   15.6
1996 June         7883960    7277521    8.3
1996 July         9442163    7912909   19.3
1996 August       9740108    8615120   13.1
1996 September    7570869    7053084    7.3
                 --------------------------
     TOTAL 1996  65798262   58371873   12.7
</TABLE>
                  

SOURCE: SMITH TRAVEL RESEARCH - The information contained in this report is
                                based upon independent surveys and research from
                                sources considered reliable but no
                                representation is made as to its completeness or
                                accuracy. This information is in no way to be
                                construed as a recommendation by Smith Travel
                                Research of any industry standard and is
                                intended solely for the internal purposes of
                                your company and should not be published in any
                                manner unless authorized by Smith Travel
                                Research.
<PAGE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN
                               Portland, OR Area                11/07/96 Page: 1
                                                RESPONSE REPORT Report #: Res-14

<TABLE>
<CAPTION>
                                                                               Zip                                       
STR CODE    Name of Establishment                    City                ST    Code    Telephone        YEAR     ROOMS   
- ---------   -----------------------------------      ---------------     ----  -----  --------------    -----    ------- 
   <S>      <C>                                      <C>                 <C>   <C>    <C>   <C>         <C>       <C>    
    17602   GREENWOOD INN                            BEAVERTON           OR    97005  (503) 643-7444              253
    22913   SATELLITE MOTEL                          BEAVERTON           OR    97005  (503) 646-2155    8004       48    
     3353   VAL U MOTOR INN                          BEAVERTON           OR    97005  (503) 646-4131               62
    10276   RAMADA BEAVERTON                         BEAVERTON           OR    97005  (503) 643-9100              143    
    17603   PEPPER TREE MOTOR INN                    BEAVERTON           OR    97005  (503) 641-7477               75
    29792   EXECUTIVE INN AT THE LAKE                BEAVERTON           OR    97006  (503) 645-2640    8600       98
    33271   FAIRFIELD INN HILLSBORO                  BEAVERTON           OR    97006                    9613      105
    22896   AMERICAN MOTOR INN                       ALOHA               OR    97006  (503) 649-8591               50
    25749   COURTYARD PORTLANO/BEAVERTON             BEAVERTON           OR    97008  (503) 641-3200    8902      149    
    33051   COMFORT INN CANBY                        CANBY               OR    97013  (503) 266-5400    8605       35    
    23115   MONARCH MOTOR HOTEL                      CLACKANAS           OR    97015  (503) 652-1515              193
    25860   HAMPTON INN PORTLAND                     CLACKAMAS           OR    97015  (503) 655-0062    9609      104    
    31855   CLACKAMAS INN                            CLACKAMAS           OR    97015  (503) 650-5340              105
     3377   BEST WESTERN SUNNYSIDE INN               CLACKAMAS           OR    97015  (503) 652-1500    8000      141
    22467   DAYS INN PORTLAND/SOUTH                  CLACKAMAS           OR    97015  (503) 654-1699              110    
    22964   RED FOX MOTEL                            ESTACADA            OR    97023  (503) 630-4243               35
    13075   MT HOOD INN                              GOVERNMENT CAMP     OR    97028  (503) 272-3205    9002       56
    17710   TIMBERLINE LODGE                         TIMBERLINE          OR    97028  (503) 231-5400               60
    29255   PHOENIX INN                              LAKE OSWEGO         OR    97035  (503) 624-7400    9311       62
     5303   RESIDENCE INN PORTLAND SOUTH             LAKE OSWEGO         OR    97035  (503) 684-2603    8412      112    
     3376   BEST WESTERN SHERWOOD INN MOTE           LAKE OSWEGO         OR    97035  (503) 620-2980    7200      101    
    26993   CROWNE PLAZA PORTLAND/LAKE 0SW           LAKE OSWEGO         OR    97035  (503) 624-8400    8910      161    
    17729   VALU INN                                 OREGON CITY         OR    97045  (503) 655-7141              120
    33190   BEST WESTERN SANDY INN                   SANDY               OR    97055  (503) 668-7100    9607       45
    32848   CENTURY HOTEL                            TUALATIN            OR    97062  (503) 692-3600               40
    17744   SWEETBRIAR INN                           TUALATIN            OR    97062  (503) 692-5800               98
    23159   RESORT AT THE MOUNTAIN                   WELCHES             OR    97067  (503) 622-3101              160
     8998   SNOOZ INN                                WILSONVILLE         OR    97070  (503) 682-2333    6800       57
    29025   COMFORT INN WILSONVILLE                  WILSONVILLE         OR    97070  (503) 682-9000    9210       63    
    23453   SUPER 8 PORTLAND/WILSONVILLE             WILSONVILLE         OR    97070  (503) 682-2088    8512       72
    13102   MOTEL ORLEANS WILSONVILLE                WILSONVILLE         OR    97070  (503) 682-3184    8706       78
    10279   BURNS WEST MOTEL                         WILSONVILLE         OR    97070  (503) 682-2123               74
      434   HOLIDAY INN PORTLAND I-5 S               WILSONVILLE         OR    97070  (503) 682-2211              166    
    19114   BEST WESTERN WILLIAMETTE INN             WILSONVILLE         OR    97070  (503) 682-2288    3612       63
    30131   TRAVELODGE FOREST GROVE                  FOREST GROVE        OR    97116  (503) 357-9000    9405       41    
    27755   FOREST GROVE INN                         FOREST GROVE        OR    97116  (503) 357-9700    9011       20
    17661   DUNES                                    HILLSBORO           OR    97123  (503) 648-8991               40
    17662   PARK DUNES MOTEL                         HILLSBORO           OR    97123  (503) 640-4791               60

<CAPTION>
                                                ---------1995---------    ----------------------- 1996 ---------------------------
STR CODE    Name of Establishment               SEP   OCT    NOV   DEC    JAN    FEB   MAR    APR   MAY    JUN   JUL    AUG    SEP
- ---------   ----------------------------------  ----------------------------------------------------------------------------------
   <S>      <C>                                  <C>   <C>    <C>   <C>    <C>    <C>   <C>    <C>   <C>    <C>   <C>    <C>    <C>
    17602   GREENWOOD INN                      
    22913   SATELLITE MOTEL                      X     X      X     X      X      X     X      X     X      X     X             X
     3353   VAL U MOTOR INN                    
    10276   RAMADA BEAVERTON                     X     X      X     X      X      X     X      X     X      X     X      X      X
    17603   PEPPER TREE MOTOR INN              
    29792   EXECUTIVE INN AT THE LAKE          
    33271   FAIRFIELD INN HILLSBORO            
    22896   AMERICAN MOTOR INN                 
    25749   COURTYARD PORTLANO/BEAVERTON         X     X      X     X      X      X     X      X     X      X     X      X      X
    33051   COMFORT INN CANBY                                                                  X     X      X     X      X      X
    23115   MONARCH MOTOR HOTEL                
    25860   HAMPTON INN PORTLAND                 X     X      X     X      X                                                    X
    31855   CLACKAMAS INN                      
     3377   BEST WESTERN SUNNYSIDE INN         
    22467   DAYS INN PORTLAND/SOUTH              X     X      X     X      X      X     X      X     X      X     X      X      X
    22964   RED FOX MOTEL                      
    13075   MT HOOD INN                        
    17710   TIMBERLINE LODGE                   
    29255   PHOENIX INN                        
     5303   RESIDENCE INN PORTLAND SOUTH         X     X      X     X      X      X     X      X     X      X     X      X      X
     3376   BEST WESTERN SHERWOOD INN MOTE       X     X      X     X      X      X     X
    26993   CROWNE PLAZA PORTLAND/LAKE 0SW       X     X      X     X      X      X     X      X     X      X     X      X      X
    17729   VALU INN                           
    33190   BEST WESTERN SANDY INN             
    32848   CENTURY HOTEL                      
    17744   SWEETBRIAR INN                     
    23159   RESORT AT THE MOUNTAIN               X     X      X     X      X      X
     8998   SNOOZ INN                          
    29025   COMFORT INN WILSONVILLE              X     X      X     X      X      X     X      X     X      X
    23453   SUPER 8 PORTLAND/WILSONVILLE       
    13102   MOTEL ORLEANS WILSONVILLE          
    10279   BURNS WEST MOTEL                   
      434   HOLIDAY INN PORTLAND I-5 S           X     X      X     X      X      X     X      X     X      X     X      X      X
    19114   BEST WESTERN WILLIAMETTE INN       
    30131   TRAVELODGE FOREST GROVE              X     X      X     X                                       X     X      X      X
    27755   FOREST GROVE INN                   
    17661   DUNES                              
    17662   PARK DUNES MOTEL                   
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN
                               Portland, OR Area                11/07/96 Page: 2
                                                RESPONSE REPORT Report #: Res-14

<TABLE>
<CAPTION>
                                                                               Zip                                       
STR CODE    Name of Establishment                    City                ST    Code    Telephone        YEAR     ROOMS   
- ---------   -----------------------------------      ---------------     ----  -----  --------------    -----    ------- 
   <S>      <C>                                      <C>                 <C>   <C>    <C>   <C>         <C>       <C>    
    22998   BEST WESTERN HALLMARK INN                HILLSBORO           OR    97124  (503) 648-3500    8500      123
    30166   RESIDENCE INN PORTLAND WEST              HILLSBORO           OR    97124  (503) 531-3200    9408      122    
    31730   COURTYARD HILLSBORO                      HILLSBORO           OR    97124  (503) 690-1800    9607      155    
    17702   SAFARI MOTOR INN                         MC MINNVILLE        OR    97128  (503) 472-5187               90
    17701   PAROGON MOTEL                            MC MINNVILLE        OR    97128  (503) 472-9493               55
    29644   BEST WESTERN VINEYARD INN                MC MINNVILLE        OR    97128  (503) 472-4900    9302       65
    12676   SHILO INN NEWBERG                        NEWBERG             OR    97132  (503) 537-0303               60
    23061   TOWNE & COUNTRY MOTEL                    NEWBERG             OR    97132  (503) 538-2800               21
    23164   FLYING M RANCH                           YANHILL             OR    97148  (503) 662-3222               35
    17749   WAYSIDE MOTOR INN                        PORTLAND            OR    97223  (503) 245-6421              117
    11195   SHILO INN TIGARD/WASHINGTON SQ           TIGARD              OR    97223  (503) 620-4320    8400       77
    26183   EMBASSY SUITES PORTLAND/TIGARD           TIGARD              OR    97223  (503) 644-4000    8701      354    
    31864   PHOENIX INN/WASHINGTON SO                TIGARD              OR    97223  (503) 624-9000               56
    17748   DAYS INN TIGARD                          TIGARD              OR    97223  (503) 246-8451               51    
    32586   COURTYARD TIGARD                         TIGARD              OR    97224  (503) 684-7900    9604      110    
     5947   MOTEL 6 PORTLAND/TIGARD EAST             TIGARD              OR    97224  (503) 684-0760               80    
     6529   MOTEL 6 PORTLAND                         TIGARD              OR    97224  (503) 620-2066              117    
    23117   QUALITY TIGARD                           TIGARD              OR    97224  (503) 620-3460              122    
     3378   BEST WESTERN CHATEAU 290                 TIGARD              OR    97224  (503) 620-2030    7400       68
    17743   LAMPLIGHTER MOTEL                        PORTLAND            OR    97225  (503) 297-2211               56
    10275   SHILO INN PORTLAND/BEAVERTON             PORTLAND            OR    97225  (503) 297-2551              142
    23150   ECONO LODGE MILWAUKIE/PORTLAND           MILWAUKIE           OR    97267  (503) 654-2222    9107       22    
                                                                                                                   ---
                                                                                                                   5553  

<CAPTION>
                                                ---------1995---------    ----------------------- 1996 ----------------------------
STR CODE    Name of Establishment               SEP   OCT    NOV   DEC    JAN    FEB   MAR    APR   MAY    JUN   JUL    AUG    SEP 
- ---------   ----------------------------------- -----------------------------------------------------------------------------------
   <S>      <C>                                  <C>   <C>    <C>   <C>    <C>    <C>   <C>    <C>   <C>    <C>   <C>    <C>    <C>
    22998   BEST WESTERN HALLMARK INN          
    30166   RESIDENCE INN PORTLAND WEST          X     X      X     X      X      X     X      X     X      X     X      X
    31730   COURTYARD HILLSBORO                                                                                   X
    17702   SAFARI MOTOR INN                   
    17701   PAROGON MOTEL                      
    29644   BEST WESTERN VINEYARD INN          
    12676   SHILO INN NEWBERG                  
    23061   TOWNE & COUNTRY MOTEL              
    23164   FLYING M RANCH                     
    17749   WAYSIDE MOTOR INN                  
    11195   SHILO INN TIGARD/WASHINGTON SQ     
    26183   EMBASSY SUITES PORTLAND/TIGARD       X     X      X     X      X      X     X      X     X      X     X      X      X
    31864   PHOENIX INN/WASHINGTON SO          
    17748   DAYS INN TIGARD                      X     X      X     X      X      X     X      X     X      X     X      X      X
    32586   COURTYARD TIGARD                                                                   X     X      X     X      X      X
     5947   MOTEL 6 PORTLAND/TIGARD EAST         X     X      X     X      X      X     X      X     X      X     X      X      X
     6529   MOTEL 6 PORTLAND                     X     X      X     X      X      X     X      X     X      X     X      X      X
    23117   QUALITY TIGARD                       X     X                   X      X     X      X     X      X     X      X      X
     3378   BEST WESTERN CHATEAU 290           
    17743   LAMPLIGHTER MOTEL                  
    10275   SHILO INN PORTLAND/BEAVERTON       
    23150   ECONO LODGE MILWAUKIE/PORTLAND       X     X      X     X             X     X      X     X      X     X      X
                                               
                                                   X - Denotes data received by Smith Travel Research.
</TABLE>



================================================================================

                                APPRAISAL REPORT
                                 SHILO INN HOTEL

                                   Located At
                                536 SW ELIZABETH
                                 NEWPORT, OREGON

                                      As Of
                                DECEMBER 1, 1996

                                  Prepared for:
                                     KEYCORP
                           REAL ESTATE CAPITAL MARKETS
                          700 FIFTH AVENUE, 52nd FLOOR
                            SEATTLE, WASHINGTON 98104

                                  Prepared by:
                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106

================================================================================
<PAGE>

                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106
                            TELEPHONE: (818) 795-5087

December 9, 1996

Mr. David Thatcher
Senior Vice President
KeyCorp
Real Estate Capital Markets
700 Fifth Avenue, 52nd Floor
Seattle, Washington  98104

Re:     Appraisal Report of Shilo Inn
        536 SW Elizabeth
        Newport, OR 97365

Dear Mr. Thatcher:

In conjunction with the above captioned appraisal report ("Report"), we have
conducted the required investigation, gathered the necessary data, and made
certain analyses that were used in forming the opinion of the market value of
the above referenced Property.

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral to secure a proposed
loan. This Report is intended to comply with the requirements of the Uniform
Standards of Professional Appraisal Practice (USPAP), as promulgated by the
Appraisal Standards Board of the Appraisal Foundation.

The purpose of this Report is to express our opinion of the market value of the
Property subject to the definitions of value, the assumptions and limiting
conditions and the certification contained in the attached Report. The Report:

      o     May be relied upon by Merrill Lynch Mortgage Capital Inc. in
            determining whether to make a loan(s) evidenced by a note ("Property
            Note") secured by the Property;

      o     May be relied upon by any purchaser in determining whether to
            purchase the Property Notes for these transactions from Merrill
            Lynch Mortgage Capital Inc.;

      o     May be relied upon by any Rating Agency in rating securities issued
            by Merrill Lynch Mortgage Capital Inc. and representing an interest
            in the Property Notes;
<PAGE>

Mr. David Thatcher
December 9, 1996
Page -2-

      o     May be included with and referred to in materials offering the
            Property Notes or an interest in the Property Notes for sale.

The subject property is a five building hotel/restaurant complex which contains
179 rooms and is located at 536 SW Elizabeth in the City of Newport, Lincoln
County, Oregon 97365-5098. It is situated on an interior site, with Pacific
Ocean frontage. The subject site is comprised of multiple tax lots, with
approximately 795 feet of ocean frontage. Total site area is approximately 3.74
acres, according to county data. The improvements are comprised of five
multi-level buildings containing a total area of approximately 106,100 square
feet. There is also a parking garage located below Building D. The original
building was constructed in 1966, with the indoor pool structure added in 1972.
The newest building is identified as Building D and was constructed in 1987.
There are 2 restaurants, a sports bar, lounge 2 indoor pools, under-building
parking and a total of 179 rooms.

The subject property and comparables were last inspected November 7, 1996. Based
on the investigation and analysis outlined in the report and subject to the
assumptions and limiting conditions as set forth within the context of this
report, the estimated market value of the Fee Simple Estate, as a going concern
with existing furniture, fixture and equipment, As Is, as of December 1, 1996
was:

                                   $18,900,000
                                   ===========
                 EIGHTEEN MILLION NINE HUNDRED THOUSAND DOLLARS

The report that follows sets forth the identification of the property, the
assumptions and limiting conditions, pertinent facts regarding the area and the
subject property, comparable data and the reasoning leading to the conclusions
set forth.

Sincerely,

/s/ M. Hammad

M. Hammad, MAI
Certified General Appraiser
CA No. AG002849
OR No. TNR0314

                                                                         Page ii
<PAGE>

56 SW Elizabeth, Newport, OR
- ----------------------------

                                TABLE OF CONTENTS

ASSUMPTIONS AND LIMITING CONDITIONS                                            V

SALIENT FACTS AND CONCLUSIONS                                                VII

SUBJECT PHOTOGRAPHS                                                          VII

IDENTIFICATION OF THE PROPERTY                                                20

PURPOSE OF THE APPRAISAL                                                      20

FUNCTION OF THE APPRAISAL                                                     20

DATE OF VALUATION                                                             20

HISTORY AND OWNERSHIP                                                         20

SCOPE OF THE ASSIGNMENT                                                       21

MARKETING AND EXPOSURE PERIODS                                                21

AMERICAN DISABILITIES ACT COMPLIANCE                                          21

PROPERTY RIGHTS APPRAISED                                                     22

HAZARDOUS MATERIAL STATEMENT                                                  22

COMPETENCY PROVISION                                                          22

DEFINITIONS                                                                   23

REGIONAL OVERVIEW                                                             25

AREA DESCRIPTION                                                              29

HOTEL INDUSTRY OVERVIEW                                                       31

SITE DESCRIPTION                                                              38

PLAT MAP                                                                      42


                                                                             iii
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56 SW Elizabeth, Newport, OR
- ----------------------------


TABLE OF CONTENTS (CONTINUED)

IMPROVEMENT DESCRIPTION                                                       43

HIGHEST AND BEST USE ANALYSIS                                                 51

VALUATION                                                                     54

COST APPROACH                                                                 57

DIRECT COMPARISON APPROACH                                                    68

INCOME APPROACH                                                               82

RECONCILIATION AND FINAL VALUE CONCLUSIONS                                   102

CERTIFICATIONS                                                               104

APPRAISER'S QUALIFICATIONS

ADDENDA

Restaurant Lease
Historical Operating Data
Smith Travel Research Hotel Operating Statistics
PKF Industry Standards
Smith Travel Research Report


                                                                              iv
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James Ratkovich & Associates, Inc.
<PAGE>

56 SW Elizabeth, Newport, OR
- ----------------------------


                        Assumptions & Limiting Conditions

The analysis of the property is predicated upon the following assumptions and
conditions:

The date of value to which the opinions expressed in this report apply is set
forth in the letter of transmittal. The Appraiser assumes no responsibility for
economic or physical factors occurring at some later date which may affect the
opinions herein stated.

No opinion is intended to be expressed for legal matters or that would require
specialized investigation or knowledge beyond that ordinarily employed by real
estate appraisers, although such matters may be discussed in the report.

No opinion as to title is rendered. Data on ownership and the legal description
were obtained from sources generally considered reliable. Title is assumed to be
marketable and free and clear of all liens and encumbrances, easements, and
restrictions except those specifically discussed in the report.

The property is appraised assuming it to be under responsible ownership and
competent management and available for its highest and best use.

No engineering survey has been made by the Appraiser. Except as specifically
stated, data relative to size and area were taken from sources considered
reliable, and no encroachment of real property improvements is assumed to exist.

Maps, plats, and exhibits included herein are for illustration only, as an aid
in visualizing matters discussed within the report. They should not be
considered as surveys or relied upon for any other purpose.

No opinion is expressed as to the value of subsurface oil, gas, or mineral
rights and the property is not subject to surface entry for the exploration or
removal of such material except as expressly stated.

Testimony or attendance in court or at any other hearing is not required by
reason of rendering this appraisal unless such arrangements are made and
compensation is agreed in advance.

No soil studies covering the subject property were available to the Appraiser,
therefore, assumptions as to soil qualities employed in this report are not
conclusive but have been considered consistent with information available to the
Appraiser.

Earthquakes are not common in the area. No responsibility is assumed due to
their possible effects on individual properties unless detailed geological
reports are made available.

The property has been personally inspected by the appraisers so designated in
the Certification and have found no obvious evidence of structural deficiencies
except as stated in the report; however, no responsibility for hidden defects or
conformity to specific governmental requirements such as fire, building and
safety, earthquake, or occupancy codes can be assumed without provision of
specific professional or governmental inspections.

No consideration has been given in this appraisal to personal property located
on the premises unless specifically addressed within this report. Only real
property items have been considered unless specifically mentioned.


                                                                               v
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James Ratkovich & Associates, Inc.
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56 SW Elizabeth, Newport, OR
- ----------------------------


Assumptions & Limiting Conditions (continued)

The rental areas herein discussed have been calculated in accord with standards
developed by the American Standards Association as included in Real Estate
Terminology.

This report is based, in part, upon information assembled from a wide range of
sources. An impractical and uneconomic expenditure of time would be required in
attempting to furnish unimpeachable verification in all instances, particularly
as to market related information, therefore, the incorporated data cannot be
guaranteed.

The dollar amount of any value opinion herein rendered is based upon the
purchasing power of the United States dollar existing at the date of value.

The Appraiser reserves the right to make such adjustments to the valuation
herein reported as may be required by consideration of additional or more
reliable data that may become available.

In the event this report is placed in the hands of a third party, such party
must be made cognizant of any and all limiting conditions resulting from the
basis of our employment and discussions related thereto as well as those set
forth herein.

When improvements are labeled proposed or when development type properties are
concerned, the property has been appraised subject to certain assumptions as to
the quality and nature of the completed buildings, tenant improvements, land
improvements or infrastructure. The basis for these assumptions were provided by
the client, his representative, or government officials. Any deviation from
these specifications will render the conclusions, which are based on those
assumptions, useless and void.

Hazardous substances, if present within a facility, can introduce an actual or
potential liability that will adversely affect the marketability and value of
the facility. Such liability may be in the form of immediate recognition of
existing hazardous conditions requiring correction and the future obligation
that can stem from the release of currently non-hazardous contaminants, such as
asbestos fibers or toxic vapors from urea formaldehyde foam insulation, through
aging or building renovations. In the development of our opinion of value, no
consideration has been given to such liability or its impact on value. The
Appraiser is not qualified to make an investigation to determine the possible
presence of toxic materials requiring either immediate or future correction.
There are experts in this special field who can conduct such investigations and
provide guidance regarding the impact of toxic materials that may be present in
the subject property.

Disclosure of the contents of this appraisal report is governed by the bylaws
and regulations of the Appraisal Institute. Neither all nor any part of the
contents of this report (especially any conclusions as to value, the identity of
the appraisers or the firm with which they are connected, or any reference to
the Appraisal Institute or the MAI, SRPA, RM, SRA, or SREA designations) shall
be disseminated to the public through advertising media, public relations media,
news media, sales media, or any other public means of communication without the
prior written consent and approval of the undersigned.

Moreover, except for the fee paid us in its connection, we do not assume any
responsibility or liability for direct, indirect, incidental or consequential
damages whatsoever resulting from errors due to human fallibility or to computer
hardware or software.


                                                                              vi
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James Ratkovich & Associates, Inc.
<PAGE>

56 SW Elizabeth, Newport, OR
- ----------------------------


                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS

LOCATION                                    536 SW Elizabeth
                                            Newport, Oregon 97365

ASSESSOR'S PARCEL NO.:                      11-11-08-1202, 4200, 9700, 9701,
                                            9900, 10200, 10500, 10501, 10600

PROPERTY RIGHTS APPRAISED:                  Fee Simple Estate

OWNER OF RECORD:                            Mark S. Hemstreet

PROPERTY TYPE:                              179 Unit Hotel

ZONING:                                     C-2, Tourist Commercial, City of 
                                            Newport, OR

SITE AREA:                                  3.74 acres; (163,073 square feet)

IMPROVEMENTS:                               The subject improvements consist of
                                            four, 2-4 story, good quality, Class
                                            D, double wall constructed hotel
                                            buildings with 179 rooms and one
                                            1-story restaurant building
                                            encompassing 106,100 square feet
                                            gross (excluding garage). Four of
                                            the buildings were completed between
                                            1966-72 and building "D" was
                                            completed in 1987.

HIGHEST AND BEST USE:                       As Vacant:    Commercial development
                                            As Improved:  Existing Use

VALUE CONCLUSIONS:

    Land Value-Hotel Site:                  $2,690,000
    F, F & E:                               $626,500 ($3,500/unit)
    Cost Approach                           $14,940,000
    Direct Sales Comparison                 $18,500,000
    Income Capitalization Approach          $18,900,000

    Final Value Estimate                    $18,900,000

ESTIMATED MARKETING TIME:                   Twelve Months

LAST DATE OF INSPECTION:                    November 7, 1996

DATE OF VALUE:                              December 1, 1996


                                                                             vii
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James Ratkovich & Associates, Inc.
<PAGE>

536 SW Elizabeth, Newport, OR
- -----------------------------

                               SUBJECT PHOTOGRAPHS


                                 [PHOTO OMITTED]

          SHILO INN REGISTRATION LOBBY - 526 SW ELIZABETH - NEWPORT, OR


                                 [PHOTO OMITTED]

          SUBJECT PROPERTY - LOOKING NORTHWEST FROM SW ELIZABETH STREET


                                                                            viii
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James Ratkovich & Associates, Inc.
<PAGE>

536 SW Elizabeth, Newport, OR
- -----------------------------

                                 [PHOTO OMITTED]

            VIEW OF UNDER-BUILDING GARAGE - LOCATED BELOW BUILDING D


                                 [PHOTO OMITTED]

                              CENTRAL LAUNDRY ROOM


                                                                              ix
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James Ratkovich & Associates, Inc.
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536 SW Elizabeth, Newport, OR
- -----------------------------

                                 [PHOTO OMITTED]

          SUBJECT PROPERTY - LOOKING SOUTHWEST FROM SW ELIZABETH STREET


                                 [PHOTO OMITTED]

                         BUILDING D - CONVENTION CENTER
       LOOKING NORTHWEST FROM SW ELIZABETH STREET AND OVERFLOW PARKING LOT


                                                                               x
- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

536 SW Elizabeth, Newport, OR
- -----------------------------

                                 [PHOTO OMITTED]

   LOOKING SOUTH FROM BUILDING D PARKING AREA - SUBJECT BUILDINGS TO THE LEFT


                                 [PHOTO OMITTED]

          VIEW LOOKING WEST - BUILDINGS A AND SHILO CAFE IN FOREGROUND


                                                                              xi
- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

536 SW Elizabeth, Newport, OR
- -----------------------------

                                 [PHOTO OMITTED]

                VIEW LOOKING WEST FROM BETWEEN BUILDINGS C AND D


                                 [PHOTO OMITTED]

               STAIRWAY TO BEACH LOCATED BETWEEN BUILDINGS C AND D


                                                                             xii
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James Ratkovich & Associates, Inc.
<PAGE>

536 SW Elizabeth, Newport, OR
- -----------------------------

                                 [PHOTO OMITTED]

                     CONVENTION CENTER AND BUILDING D LOBBY


                                 [PHOTO OMITTED]

                              INTERIOR VIEW OF CAFE


                                                                            xiii
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James Ratkovich & Associates, Inc.
<PAGE>

536 SW Elizabeth, Newport, OR
- -----------------------------

                                 [PHOTO OMITTED]

                  INTERIOR VIEW OF MAIN RESTAURANT - BUILDING D


                                 [PHOTO OMITTED]

                      INTERIOR VIEW OF LOUNGE - BUILDING D


                                                                             xiv
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James Ratkovich & Associates, Inc.
<PAGE>

536 SW Elizabeth, Newport, OR
- -----------------------------

                                 [PHOTO OMITTED]

     INTERIOR VIEW OF SPORTS BAR LOCATED IN THE LOWER LEVEL OF CAFE BUILDING


                                 [PHOTO OMITTED]

                   INDOOR POOL LOCATED ADJACENT TO BUILDING C


                                                                              xv
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James Ratkovich & Associates, Inc.
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536 SW Elizabeth, Newport, OR
- -----------------------------

                                 [PHOTO OMITTED]

                         INDOOR POOL LOCATED BUILDING D


                                 [PHOTO OMITTED]

                     KING ROOM TYPICAL IN BUILDINGS A, B, C


                                                                             xvi
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<PAGE>

536 SW Elizabeth, Newport, OR
- -----------------------------

                                 [PHOTO OMITTED]

                 TYPICAL DOUBLE QUEEN ROOM IN BUILDINGS A, B, C


                                 [PHOTO OMITTED]

                         DOUBLE QUEEN ROOM IN BUILDING D


                                                                            xvii
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<PAGE>

536 SW Elizabeth, Newport, OR
- -----------------------------

                                 [PHOTO OMITTED]

                         TYPICAL BATH ROOM IN ALL UNITS


                                 [PHOTO OMITTED]

                         VIEW OF SHILO SUITE LIVING ROOM


                                                                           xviii
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536 SW Elizabeth, Newport, OR
- -----------------------------

                                 [PHOTO OMITTED]

                  BEDROOM IN SHILO SUITE LOCATED IN BUILDING D


                                 [PHOTO OMITTED]

            KITCHEN/DINING ROOM IN SHILO SUITE LOCATED IN BUILDING D


                                                                             xix
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56 SW Elizabeth, Newport, OR
- ----------------------------


                         IDENTIFICATION OF THE PROPERTY

The subject property is a Shilo Inn hotel located at 536 SW Elizabeth, Newport,
Lincoln County, Oregon, 97365-5098. The subject is situated on an irregular
shaped site located on the west side of SW Elizabeth Street, overlooking the
Pacific Ocean. The property has 792 lineal feet of ocean frontage.

Legal Description

The property is identified for tax purposes as Assessor's Parcel Number
11-11-08-1202, 4200, 9700, 9701, 9900, 10200, 10500, 10501, 10600. A full legal
description of the property is included in the Addenda to this report.

                            PURPOSE OF THE APPRAISAL

The purpose of the appraisal is to express our opinion of the market value,
"As-is" of the Leasehold Estate, of the going concern, in the subject property,
as of the stated appraisal date.

                            FUNCTION OF THE APPRAISAL

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral for a proposed loan for
its underwriting purposes. This appraisal is intended to comply with the
requirements of the Uniform Standards of Professional Appraisal Practice
(USPAP), as promulgated by the Appraisal Standards Board of the Appraisal.

      o     May be relied upon by KeyCorp and Merrill Lynch Mortgage Capital
            Inc. in determining whether to make a loan(s) evidenced by a note
            ("Property Note") secured by the Property;

      o     May be relied upon by any purchaser in determining whether to
            purchase the Property Notes for these transactions from Merrill
            Lynch Mortgage Capital Inc.;

      o     May be relied upon by any Rating Agency in rating securities issued
            by Merrill Lynch Mortgage Capital Inc. and representing an interest
            in the Property Notes;

      o     May be included with and referred to in materials offering the
            Property Notes or an interest in the Property Notes for sale.

                                DATE OF VALUATION

The date of valuation is December 1, 1996. The subject and the comparables were
last inspected on November 7, 1996.

                              HISTORY AND OWNERSHIP

The apparent owner of the subject property is Mark Hemstreet, dba Shilo Inns.
Mr. Hemstreet acquired the property in June 1988 from Aladdin Motor Inns, for a
price of $5,400,000, including equipment. The older sections of the hotel were
constructed in the 1960's. Building "D" was completed in June 1987. Subsequent
to the purchase, the older sections of the hotel were substantially renovated.


                                                                              20
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<PAGE>

56 SW Elizabeth, Newport, OR
- ----------------------------


                             SCOPE OF THE ASSIGNMENT

This appraisal has been made in accordance with the accepted techniques,
standards, methods and procedures as stated in the Uniform Standards of
Professional Appraisal Practice of the Appraisal Institute. The value set forth
herein was estimated after application and analysis by the Direct Sales
Comparison Approach to value and an Income Approach analysis using
capitalization and discounting methods.

The appraiser researched the market for sales of vacant land similar to the
subject's land. This was added to the estimated depreciated cost to build the
improvements to arrive at a reasonable Cost Approach to value. The subject
market area was surveyed to obtain an indication of overall market rents,
typical expenses and occupancy levels, in order to analyze the subject income
stream for the Income Approach to value. Additionally, sales of improved
properties similar to the subject property were analyzed to determine both the
demand for and to estimate market value of the subject property. The three
approaches were correlated to arrive at a final value. This is a complete
appraisal/self contained report. All the data gathered was verified and adjusted
according to superiority or inferiority relative to the subject property in
order to obtain a value indication for the subject property. The cost to
complete the planned renovation is deducted from each of the approaches to
arrive at an As Is value.

                         MARKETING AND EXPOSURE PERIODS

According to Korpacz Real Estate Investor Survey, Second Quarter 1996, the
average marketing time for national investment property is 9.89 months as
compared to 11.01 months a year prior. According to CB Commercial Investor
Survey, First Quarter 1996, the marketing time for hotels ranges between 6-18
months and averages 8.4 months. Sales used in our market approach analysis
indicate a range between 1 and 12 months marketing time. Hotel and motel brokers
indicate that properties similar to the subject are expected to have marketing
periods of approximately 9 to 12 months. This appraisal is based on a 12 month
marketing period. Exposure period is a retrospective indication of market time
and for the subject property is estimated to be the same as the marketing
period.

                      AMERICAN DISABILITIES ACT COMPLIANCE

The subject property is appraised without a specific compliance survey having
been constructed to determine if the property is or is not in conformance with
the requirements of the Americans with Disabilities Act (ADA). The presence of
architectural and communications barriers that are structural in nature that
would restrict access by disabled individuals may adversely affect the
property's value, marketability or utility.


                                                                              21
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<PAGE>

56 SW Elizabeth, Newport, OR
- ----------------------------


                            PROPERTY RIGHTS APPRAISED

The rights in realty are typically identified with respect to properties such as
the subject are the Fee Simple, Leased Fee, and Leasehold Estate. These are
defined as follows:(1)

Fee Simple Estate: An absolute fee; a fee without limitations to any particular
class of heirs or restrictions, but subject to the limitations of eminent
domain, escheat, police power and taxation. An inheritable estate.

Leased Fee Estate: A property held in fee with the right of use and occupancy
conveyed by lease to others. A property consisting of the right to receive
rentals over a period of time, plus the right of ultimate repossession at the
termination of the lease.

Leasehold Estate: A property held under tenure of lease. The right of use and
occupancy of real property by virtue of a lease agreement. The right of a lessee
to use and enjoy real estate for a stated term and upon certain conditions, such
as the payment of rent.

The property rights appraised within the context of this report are described as
the Fee Simple Estate.

                          HAZARDOUS MATERIAL STATEMENT

In this appraisal assignment, unless otherwise stated, the existence of
potentially hazardous material used in the construction or maintenance of the
building, such as the presence of toxic waste, which may or may not be present
on the property, was not observed by the appraiser; nor do we have any knowledge
of the existence of such materials on or in the property. The appraiser is not
qualified to detect such substances. The presence of potentially hazardous
insulation may have an effect on the value of the property. The value estimate
is predicated on the assumption that there is no such material on or in the
property that would cause a loss in value. No responsibility is assumed for any
such conditions, or for engineering or scientific knowledge required to discover
such materials. The client is urged to retain an expert in this field, if so
desired.

                              COMPETENCY PROVISION

We attest that the writer of this report has attained a level of competency
necessary to complete the assignment in a diligent manner, utilizing all the
commonly recognized analysis techniques considered normal for a prudent
evaluation effort. The reader is referred to the appraisers' qualifications in
the addenda for further confirmation of the appraisers' training and background.

- ----------
(1) Real Estate Terminology; American Institute of Real Estate Appraisers; Burl
N. Boyce, Ph.D.; Ballinger Company; 1975.


                                                                              22
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56 SW Elizabeth, Newport, OR
- ----------------------------


Definitions

"(2) 'Market value'(2) means:

      (i) The most probable price which a property should bring in a competitive
      and open market under all conditions requisite to a fair sale, the buyer
      and seller, each acting prudently, knowledgeably and assuming the price is
      not affected by undue stimulus. Implicit in this definition is the
      consummation of a sale as of a specified date and the passing of title
      from seller to buyer under conditions whereby:

        A.  buyer and seller are typically motivated;

        B.  both parties are well informed or well advised, and each acting in
            what he considers his own best interest;

        C.  a reasonable time is allowed for exposure in the open market;

        D.  payment is made in terms of cash in US dollars or in terms of
            financial arrangements comparable thereto; and

        E.  the price represents a normal consideration for the property sold
            unaffected by special or creative financing or sales concessions
            granted by anyone associated with the sale.

    (ii) Adjustments to the comparables must be made for special or creative
    financing or sales concessions. No adjustments are necessary for those costs
    that are normally paid by sellers as a result of tradition or law in a
    market area; these cost are readily identifiable since the seller pays these
    costs in virtually all sales transactions. Special or creative financing
    adjustments can be made to the comparable property by comparisons to
    financing terms offered by a third party institution lender that is not
    already involved in the property or transaction. Any adjustment should not
    be calculated on a mechanical dollar for dollar cost of the financing or
    concession, but the dollar amount of any adjustment should approximate the
    market's reaction to the financing or concessions based on the appraiser's
    judgment."

    Going Concern Value

    According to the Dictionary of Real Estate Appraisal, Third Edition, going
    concern value is defined as: the value created by a proven operation;
    considered as a separate entity to be valued with a specific business
    establishment.

- ----------
(2) This definition of market value is predicated on the Uniform Standards of
Professional Appraisal Practice (USPAP) and fully complies with those
requirements mandated by the Office of Thrift Supervision (OTS), Office of the
Comptroller of Currency (OCC), Federal Deposit Insurance Corporation (FDIC),
National Credit Union Administration (NCUA), Federal Home Loan Bank Board
(FHLBB), and the Resolution Trust Corporation (RTC).


                                                                              23
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536 SW Elizabeth, Newport, OR
- -----------------------------

                                  Regional Map

                               [GRAPHIC OMITTED]


                                                                              24
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56 SW Elizabeth, Newport, OR
- ----------------------------


                                REGIONAL OVERVIEW

Location

The subject property is located in the south central section of the city of
Newport in Lincoln County. Lincoln County covers an area of approximately 992
square miles along the Pacific Coast, near the central portion of Oregon's
Pacific Coastline. Bordering Lincoln County is Tillamook County to the north,
Benton and Polk Counties to the east, Lane County to the south, and the Pacific
Ocean on the west. The region is dominated by the Coast Mountain Range, which
runs north-south through the county. In addition, the county is characterized by
approximately 60 miles of Pacific Coastline, providing sandy beaches and rugged
headlands. Population centers in the county are located within the coastal plain
section, which runs north-south along the coastline.

The City of Newport, which is the county seat, is located near the central
portion of the county on the Pacific Ocean at Yaquina Bay. Newport, which is
proclaimed the "Dungeness Crab Capital of the World", is located approximately
25 miles south of Lincoln City, 57 miles west of Corvallis, and approximately
114 miles south of Portland.

Climate

The climate can be described as generally temperate with moderately warm, mostly
dry summers, and mild but wet winters. The average temperature is close to 44
degrees Fahrenheit in January and 57 degrees Fahrenheit in July. The average
annual precipitation is close to 70 inches, which is among the higher levels
reached in the state. Cool moisture-laden Pacific air masses frequently deposit
large amounts of precipitation while crossing the coast range during the winter
months. Winter storms sometimes create flooding in some low-lying areas. Wind
velocities generally range from 15 to 25 miles per hour along the coast,
although wind gusts have reached over 100 miles per hour. Salt in the air is a
problem for improved properties located near the coast. This problem accelerates
depreciation due to corrosion.

Population

According to the Portland State University Center for Population Research and
Census, the 1995 (December) population for Lincoln County increased 2.0 percent
over the previous year. Between 1990 and 1995, Lincoln County's population
increased by 7.5 percent, while all of Oregon increased by 10.2 percent. The
rapid growth in the Portland-Salem metro corridor and the Medford/Grants Pass
area is the main reason for the difference between the two figures.

Portland State University projects population increases of 14.6 percent for
Oregon, 38.4 percent for Lincoln County and 51.2 percent for Newport, by the
year 2,000. At that rate of growth the Lincoln County total population should
reach 74,369 and the city of Newport 13,140.

The 1980 median age for Lincoln County was 35.5. This compares to a state figure
of 30.2. Median age is much higher for Lincoln County than the state, due to the
high number of retirees in the Lincoln City and Newport areas. Median age is
currently estimated to be close to 36.0.


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Transportation

Major highway transportation in the county is provided by US Highway 101, which
travels north and south along the coastline connecting Seattle with Los Angeles.
In Oregon, US Highway 101 connects with all the communities located on the coast
thus providing the backbone of the coastal tourist industry. Secondary highway
transportation is provided by State highway 20 which connects Newport with
Corvallis and Interstate 5.

Newport has a municipal airport located approximately three miles south of the
subject property on US Highway 101. The airport has two 5,000 foot runways and
will soon be equipped to handle all-weather flights. Oregon's major airport is
Portland International Airport located 120 miles northeast. Eugene's airport is
the second largest in the state and is 60 miles to the southeast.

The deep water port of Newport has shipping facilities to handle vessels up to
650 feet. Port facilities include public docks, over 1200 sport and commercial
moorages, and a Coast Guard station. In addition, the communities of Toledo,
Depoe Bay, and Alsea contain small port facilities.

Daily freight service by Southern Pacific Railroad is available between Toledo
and the Willamette Valley. Greyhound bus service is available to most coastal
cities.

Utilities

Most of the county is served by Pacific Power and Light Company. Northwest
Natural Gas company provides gas service to the area. Natural gas rates have
remained stable and basically unchanged since 1982. Water and sewer service in
incorporated areas is typically provided by the local municipalities.
Unincorporated areas may have special water districts. Sewer services for the
most part are adequate. The predominant telephone company serving the area is
the United Telephone Company.

Government and Taxes

Newport has a Council-Manager form of government with council members and a
Mayor who is elected to serve a four year term. A total of approximately 300
square miles, or 30 percent of total Lincoln County land area, is publicly owned
by the US Forest Service. This land is primarily located in the heavily timbered
areas in the northern portion of the county.

Property tax rates are considered to be moderate with tax rates just below the
statewide average range or near 1.7 percent of assessor's true cash value.


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Economy

The economy of Lincoln County is based primarily upon fishing, wood products,
agriculture and tourism. Fishing and fish processing has historically been a
primary sector in Lincoln County. However, the recent tightening of fishing
regulations, the effects of El Nino on Pacific Ocean water temperatures,
diminished fish stock, foreign competition, and obsolete plans and equipment has
reduced the importance of fishing and fish processing.

Lincoln County is one of the few areas in Oregon in which the timber sector has
not lost employment over the last twelve months. Although the local lumber and
wood products industry was hit very hard during the recession of the early
eighties, it seems to have negotiated the current slowdown relatively unscathed.
Lincoln County's economy has cooled considerable over the last few months as the
percentage of increase in employment over the prior year has steadily dropped.
This indicates the number of jobs in the county is increasing at steadily lower
rates, i.e., jobs are still being created but not as quickly as last year.
Nearly all industry categories in Lincoln County have registered a slowdown in
growth, but there are differences in the magnitude of the drop. The goods
producing sector has shown the most marked decline, with construction growth
dropping off sharply from late 1994, and both durable and non-durable goods
manufacturing industries showing actual employment losses lately. The bright
spot in the economy continues to be the tourism-related industries of eating
establishments and motels. These two categories are up considerably over last
year's employment levels. The year-to-year growth in this segment has been
nearly 8 percent.

The Oregon seasonally adjusted unemployment rate was 5.3 percent in July 1996.
This compares to a US unemployment rate of 5.4 for the same period. Lincoln
County registered a 5.1 percent unemployment rate in July 1996, down from .6
percent from the prior month. Nonfarm payroll employment levels in Lincoln
County rose by 260 jobs in July after a much larger increase of 760 jobs in
June. A large gain in service jobs more than offset weak employment conditions
in the manufacturing sector and summer layoffs at education-related facilities.
Construction employment was up by only 20 jobs. Eating and drinking
establishments also showed a significant increase of 90 jobs. Tourism-related
industries accounted for a third of the total increase.

With tourism becoming more important to Oregon's economy as a whole, the state
has increased its budget for tourist promotion outside the state. Studies
indicate a high percentage of the visitors to the Lincoln County area come from
the rest of the state, especially the major metropolitan areas in the Willamette
Valley. Local communities are sponsoring events geared at attracting visitors.
Lincoln County ranks second in the state, behind Multnomah County, in travel and
tourism expenditures and employment attributed to those expenditures. There are
approximately 160 motels and 20 RV parks in Lincoln County. In addition, there
are three state parks with overnight camping facilities. The total Lincoln
County labor force in May 1996, totaled 22,630, compared to 20,860 in May 1995.
The importance of the tourist industry in Lincoln County is expressed in the
following list of the county's largest employers:


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                        MAJOR EMPLOYERS IN LINCOLN COUNTY

NAME                                INDUSTRY                     EMPLOYEES
- ----                                --------                     ---------

Georgia-Pacific Corp.               Wood Products                900

Lincoln County Schools              Education                    775

Lincoln County                      Government                   300

Salishan Lodge                      Resort                       297

Inn at Otter Crest                  Resort                       180

Publishers Paper                    Wood Products                150

Agate Beach Hilton                  Resort                       110

Inn at Spanish Head                 Resort                       100

The Embarcadero                     Resort                       95

In summary, Lincoln County is a wood products and tourism based region located
on the mid-Pacific Coast of Oregon. The county contains 1.4 percent of the total
state population. Newport, which is the county seat and the largest city in the
county, has a population of 8,700 or 22.5 percent of the total Lincoln County
population. US Highway 101 travels through the county, connecting it with
Tillamook to the north and Coos Bay to the south. Tourism, due to the Pacific
Coast and Highway 101, is an important factor in the local economy, with tourist
related dollars and employment both representing a substantially higher
percentage of the state total than expected based on population. Overall, the
county can be considered to be in a period of growth with all projections upward
through the 1990's.


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Neighborhood Description/Introduction

The Appraisal Institute defines a neighborhood as "a group of complementary land
uses"(2). A Neighborhood may be more specifically defined as "a portion of a
larger community, or an entire community, in which there is a homogeneous
grouping of inhabitants, buildings or business enterprises."(3) "...neighborhood
boundaries may consist of well defined natural or manmade barriers or they may
be more or less well defined by a distinct change in land use..."(3)

The subject neighborhood is located in the southwest portion of the City of
Newport, on the west side of Elizabeth Street, across from the SW 3rd Street/SW
Wood Street intersection. The site has approximately 792 lineal feet of ocean
frontage. Access to the neighborhood is provided by local connector streets
which link with Coast Highway (US Highway 101). Highway 101 is the major
transportation artery running north-south along the Pacific Ocean. The property
under appraisment is located three blocks west of US Highway 101. Development
along the Highway 101 corridor consists of various commercial and residential
uses.

Between the commercial corridor of Highway 101 and the Pacific Ocean,
development consists primarily of residential and some multi-family uses. Most
property exhibits average to good maintenance levels. While the majority of
residences are occupied on a year-around basis, there are numerous weekend and
vacation homes. Development along the oceanfront includes single family
residences, multi-family residences, apartments and commercial motels. This
mixed-use is typical for the Pacific Coastal areas.

Immediately north and east of the subject property is residential and small
motel uses. Immediately south of the subject is the Hallmark Resort, a limited
service hotel facility. The appraised property is situated on a bluff
overlooking the Pacific Ocean to the west. The Newport Performing Arts center is
located approximately three blocks north. About two miles south of the Shilo Inn
is Yaquina Bay. This area of Newport is home to the Mark Hatfield Marine Science
Center and the recently completed Newport Aquarium. This is the new home of
Keiko the Killer Whale, an attraction which has resulted in thousands of
tourists and visitors to this area. The completion of the aquarium, the addition
of Keiko as well as the proximity of Yaquina Bay has resulted in this area
attracting increasingly more tourists and visitors.

The subject neighborhood is well located in terms of access to local shopping,
restaurants and other support facilities. The neighborhood is approximately 80%
built-up. It is noted that there are some large portions of vacant land
available for development. This is considered to be a positive factor which will
tend to stabilize and strengthen the neighborhood. It is estimated that the
growth of this neighborhood will also result in the development of various
required commercial service facilities, such as overnight accommodations,
restaurants and similar uses.

There are no adverse influences noted. The subject property is located within a
prime residential/commercial district of Newport along the Pacific Coast and
Yaquina Bay. This neighborhood can be expected to provide a stable environment
for most types of real estate investment.

- ----------
(3) The Appraisal of Real Estate; 10th Edition, The Appraisal Institute; 1992


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                                Neighborhood map

                                [GRAPHIC OMITTED]


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                             Hotel Industry Overview

Shilo Inns Company is in the competitive limited-service hotel market. According
to Trends in the Hotel Industry, 1996, this segment of the lodging industry saw
a proliferation of new properties in the mid-1980s. It was seen as a favorable
segment with guest rooms that are frequently superior to full-service hotel
rooms at one-half to two-thirds the rate. For hotel managers the properties are
simple to operate and for ownership and lenders, they provide higher profit
margins and lower risk. The limited service hotel segment appears to have
matured and is lagging the industry as a whole but have still achieved in 1995
an aggregate occupancy of 70 percent and average room rates increased 5.9
percent and 41.8 percent average operating profit. Its market demand is reported
at 51.4 percent tourist and 45.8 percent business with the balance allocated to
conventions and conferences.

Shilo Inns typically provides an example of a good limited service hotel
property. Their hotels typically have clean and modern properties with good
access, exposure and on-site parking. The interiors typically contain a
comfortable lobby with check-in counter, one or more meeting rooms, fitness
center, swimming pool, spa, as well as satellite TV, airport shuttle service and
free daily newspapers. Major competitors to the Shilo Inn chain in its market
place include Holiday Inn Express, Comfort Suites, Phoenix Inns, Radisson,
Ramada and some Best Western franchises. The Residence Inns and Marriott
Courtyards cater to a higher priced market sector and are above the subject
segment.

The national limited-service hotel market is experiencing steady growth after
several years of sluggish economic conditions. Overall, market conditions are
continuing to improve, occupancies are higher, concessions are decreasing, and
revenues are beginning to rise. Gross Domestic Product, often an indicator of
travel patterns, is projected to grow at 2.5 percent to 3.0 percent in 1996.
Hotel occupancy for the nation is expected to rise to 71.2 percent, while the
average daily rate is anticipated to grow to $88.10. In general, modest but
stable growth and little inflation are likely to characterize the regional
economy in 1996 and 1997. The following table shows a summary of the US Lodging
Industry's 1995 Regional Performance:

- --------------------------------------------------------------------------------
                             Occupancy                Average Daily Rate
- --------------------------------------------------------------------------------
                      1995     1994   Variance    1995      1994    Variance
                      ----     ----   --------    ----      ----    --------
     New England      74.3%t   72.0%    3.2%     $131.90  $125.23     5.3%
     Mid Atlantic
    North Central     69.6%    68.6%t   1.3%       82.59    79.41     4.0%
    South Atlantic    70.1%    68.2%t   2.8%       80.51    77.88     3.4%
    South Central     68.7%    67.7%t   1.5%       68.39    65.61     4.2%
  Mountain/Pacific    71.4%    70.1%    1.7%       87.69    83.70     4.8%
      Nationwide      70.6%    69.2%    2.0%     $ 85.92  $ 82.21     4.5%
- --------------------------------------------------------------------------------
Note: Average property size = 210 rooms                   Source: PKF Consulting


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Hotel Industry Overview (continued)

Investors are seeking limited-service hotels with upside potential in many
regions of the country, including the Mountain and Pacific Regions, which
encompasses the states west of the Continental Divide. 1996 and 1997 are
forecast to have an annual average demand growth rate of 3.6 percent to 3.8
percent and RevPAR (room revenue per available room) growth of 5.2 percent to
7.3 percent according to the April 1995 issue of Coopers & Lybrand's Hospitality
Directions. Further, this region outstripped the rest of the country in Rooms
Demand with a 3.7 percent average percent change and a modest supply increase of
only 1.6 percent as shown in the table below.

         ---------------------------------------------------------------
                                     Rooms Demand         Rooms Supply
                                    Average percent      Average percent
                                        Change               Change
         ---------------------------------------------------------------
         New England                     2.5%                 1.2%
         South/Middle Atlantic           3.1%                 1.4%
         East South/North Central        3.4%                 1.6%
         WestSouth/North Central         3.2%                 1.3%
         Mountain                        3.7%                 1.6%
         Pacific                         2.8%                 2.8%
         ---------------------------------------------------------------

Investors cite improving operating results, a limited new full-service supply,
and the relative scarcity of new development financing as influencing factors
underlying the strong interest in this segment. In fact, many investors have
stated that full-service hotels are considered the best hotel investment
opportunity for 1996. In late 1995, investors were purchasing limited-service
hotels at 70 percent of replacement cost; however, the inventory of quality
full-service hotels is dwindling and competition is increasing. One of the more
desirable acquisition targets is re-flagging a property in a major hotel chain
that commands immediate brand name recognition and offers strong reservation and
marketing systems.

New construction activity is expected to surge as investors target secondary and
tertiary locations where an aging room supply exists and many operators are
unwilling or unable to invest in room modernization. New construction between
1995 and 1997 is expected to be 40 percent higher than 1990 to 1993. Supply
growth will edge up approximately 1.5 percent in 1996 and 1997, but is still
below the 2.4 percent average growth rate that prevailed in the 1970s.

Renovation costs are a significant consideration in hotel investors'
determination of price/value and return requirements. The majority of market
participants anticipate that soft goods refurbishment be completed every five to
seven years and a total refurbishment be completed every 10 years. In factoring
these costs into price/value, investors typically attempt to discount them from
the price/value; however, they are not always successful. An investor who
intends to purchase a property, upgrade and reposition it will forecast higher
renovation and property improvement costs than one who is not seeking to
"reflag" the property. Thus, the first investor of an older property has less
room for negotiation.


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Hotel Industry Overview (continued)

Investors continue to base pricing on historical 12-months cash flow and are
less willing to pay for any upside potential. Nearly 58 percent of participants
in a recent Coopers & Lybrand's poll reported that they capitalize their prior
12 months income.

Investors also prefer fee simple purchases to ground leases; however, in high
density locations such as the central business district or airport areas, ground
leases are generally in-place. Almost all investors look at the potential of
buying out the lease or renegotiating the terms. Leases tend to be calculated on
either a fixed payment or a percentage of revenue basis, with investors shying
away from percentage payments.

The following table shows a summary of major hotel transactions. The survey was
conducted by Hospitality Associates and covers the years 1991 to 1995. There is
a clear trend showing both increased activity and prices paid since 1992 when,
many believe, the market bottomed out for hotel sales.

   --------------------------------------------------------------------------
    Year        Number of           Number of         Average Price Per Room
              Transactions        Transactions
   --------------------------------------------------------------------------
    1995            107               38,135                $83,000
    1994             83               30,452                 76,000
    1993             40               15,825                 74,000
    1992             41               17,219                 63,000
    1991             52               15,806                 87,000
   --------------------------------------------------------------------------

While financing has been constrained in past years, debt financing sources have
begun to ease credit terms and Wall Street firms and institutional money sources
are targeting hotel investments. Lenders who are active in hotel debt financing
include insurance companies, banking institutions, and finance/credit companies
such as Finova Capital Corporation, Heller Financial, and GE Capital
Corporation. Publicly traded companies such as Host Marriott, Prime Motor Inns,
and Felcor Suite Hotels are aggressively pursuing acquisitions. Many lenders are
offering secondary financing above 80 percent loan to value ratios. REITs are
becoming aggressive in purchasing hotels. This is especially true of Patriot
American Hospitality, Inc., the largest REIT, which filed an initial public
offering (IPO) with the SEC in late September 1995 and raised more than $350
million.

As a result of increased financing availability, investors have benefited by
more favorable long-term financing. For instance, the first quarter 1995,
American Council of Life Insurance Companies` (ACLI) average interest rate was
9.41 percent. Typically loans are indexed to the prime rate, treasury rate or
LIBOR. The range of loan amortization is from 15 to 25 years with 20 years being
average. A typical loan-to-value ratio is 50 percent to 75 percent with the
average reported at 63 percent. Debt-coverage-ratios have ranged between 1.25
percent to 1.50 percent with 1.40 percent being average.


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Hotel Industry Overview (continued)

Full-service hotels are considered most vulnerable to new competition,
particularly from newly built, limited-service chain hotels. In addition, they
suffer from operating deficiencies, including high property operation and
maintenance costs, utility expenses, and upgrading, which erode profitability.
Because it is likely that new construction funds will increase the competitive
supply of both limited and full service hotel rooms by late 1996 and 1997,
owners of older properties are advised to reinvest in the physical plant to
cement guest loyalty. Owners are now beginning to realize that historical
reserve funding levels, typically between 3 percent to 4 percent of total
revenues, are insufficient to fund necessary capital improvements over the life
of a property. Actual capital expenditures for well-maintained properties often
exceed 7 percent of total revenue.

Job growth, the most important indicator of sustained demand for real estate,
continues to substantially trail general economic growth. In fact, many are
calling our current economy a "jobless recovery." No immediate acceleration is
anticipated, due to factors such as improved productivity in many industries and
overall caution on the part of employers.

As stated, it is likely that additional sources of capital will provide
opportunities. Further, many market participants believe that rising inflation
with have a positive net effect on earnings as room revenue is expected to
out-strip increases in operating costs. Trade agreements such as GATT should
have a positive effect on the hotel industry, and the advent of low-cost
airlines will promote more travel and higher occupancies.

New ideas, especially new ideas in technology, continue to be one of the
industries in which the US is remaining competitive in global markets. As the US
achieves a higher level of technology, the hospitality industry has the
opportunity to implement this technology in areas where guests need it most:
checking into the hotel, and communications. Adopting new technology is an
opportunity for hotels to remain competitive and maintain and expand their
customer base. For instance, AT&T's telecommunication package, "Guest Works,"
improves call-processing, accounting and provides specialized voice messaging
through a server.

Selling expenses typically range from 2.5 percent to 5.0 percent of the total
purchase price. According to a national hotel/motel brokerage firm located in
Southern California, the marketing period for limited-service hotels ranges from
3.0 to 12.0 months with an average of 9.0 months. An average 90-day closing
period is typical (from the time a hotel is put under contract to closing).

The early 1990s have been cruel to the hospitality industry, but Shilo Inns has
gone against the grain.(4) Big national chains have been fighting to keep
troubled properties. Many retreated from hotel ownership to seek a relatively
safe haven as hotel management companies. Small independent operators, seeking
security in numbers, flocked to join national franchises.

- ----------
(4) "Portland Business Journal," May 31, 1993, Vol. 10, No. 14, p. 13.


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Hotel Industry Overview (continued)

The Shilo Inn capitalized on its regional identity and superior reputation to
make gains in its market areas. Mr. Mark Hemstreet, the owner and head of this
privately held company was quoted saying, "I'll take consistent management and a
good product any day over a good location. If guests are greeted with friendly
service and nice clean rooms, they'll come back to Shilo again and again." With
46 hotels and motels, Shilo has become a formidable chain in the West, owned by
just one person making it the 102nd largest lodging company in the world. The
company has about 2,000 employees in nine Western states. Shilo's "affordable
excellence" promotion strategy appears to have been successful in retaining its
core customer base. Shilo's size enables the company to not only get economies
of scale enabling its successful advertising and referral network, but also it
eliminates the need to associate with a costly franchise.

Mr. Hemstreet's willingness to invest in what may be considered secondary
locations goes against the trend of national operators. This provided Shilo Inns
with a competitive advantage, bringing them to maturing markets ahead of the
competition and providing a regional network of lodging facilities to service
their loyal guest base. They appeal to business travelers and tourists alike.
Further, Shilo Inns has continued to invest in renovation and upgrade of older
properties and has superior maintenance and replacements programs. Shilo Inns
has an effective company credo: to deliver consistently high standards from
friendly, efficient, and dedicated employees; and to provide clean, comfortable
and affordable accommodations.(5)

In general, we can conclude that the hotel industry is experiencing the best
growth since the trough of 1992. Increases in occupancies, average daily room
rates, and profitability has been reported throughout the industry in all market
segments. The following chart and accompanying table shows five key indications:

o   Average Daily Rate Change Rate

o   Operating Expense Change Rate

o   Free & Clear Equity Capitalization Rate

o   Residual Capitalization Rate

o   Free & Clear Equity Internal Rate of Return

- ----------
(5) "Oregon Business," October, 1993, Vol. 16, No. 10, p. 32.


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Hotel Industry Overview (continued)

                       National Full-Service Hotel Market
            From Coopers & Lybrand L.L.P. -- "Hospitality Directions"

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
           4th Qtr,'93  1st Qtr,'94  2nd Qtr,'94  3rd Qtr,'94  4th Qtr,'94  1st Qtr,'95  2nd Qtr,'95  3rd Qtr,'95  4th Qtr,'95
- ------------------------------------------------------------------------------------------------------------------------------
<S>             <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>   
ADR Chan        0.0278       0.0329       0.0315       0.0322        0.035        0.037       0.0383       0.0391       0.0417
- ------------------------------------------------------------------------------------------------------------------------------
Op. Exp. C      0.0344       0.0363       0.0354       0.0336       0.0355       0.0352       0.0345       0.0351       0.0348
- ------------------------------------------------------------------------------------------------------------------------------
Equity Cap      0.1143       0.1148        0.115       0.1127       0.0992       0.1073       0.1088        0.109       0.1065
- ------------------------------------------------------------------------------------------------------------------------------
Residual C      0.1189       0.1148        0.115        0.114       0.1014       0.1086       0.1088       0.1078       0.1067
- ------------------------------------------------------------------------------------------------------------------------------
Equity IRR      0.1505       0.1533        0.155       0.1575       0.1567       0.1523       0.1475       0.1496       0.1505
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

o   Average Daily Rate Change Rate

This rate expresses the percentage change in the Average Daily Room Rate. Like
the capitalization rate change, there is a clear trend expressed by the ADRs. In
this case, the trend shows a steady increase in rates. Every quarter since the
2nd Quarter, 1994 has shown incremental increases with an average quarterly
increase of 3.64 percent.

o   Operating Expense Change Rate

Operating Expenses as a percent of revenues have stayed relatively flat or
stable at about 3.5 percent. This indicates that there are economies of scale in
larger revenues since operating expenses can be limited to a stable proportion
of revenues.


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Hotel Industry Overview (continued)

o   Free & Clear Equity Capitalization Rate

In contrast to the stability of the IRR, the Equity Capitalization rate (i.e.,
overall rate) is showing evidence of decline. A declining capitalization rate
indicates that investors are willing to accept a lower return from their
investment. It has been shown in the above narrative that sales have been
increasing. More purchasers in the market-place means more competition for a
finite supply, thus prices are increasing and investors must be willing to
accept a lesser capitalization rate. This type of trend encourages new
construction which, depending upon the extent of the construction, may stabilize
or even reverse the capitalization rate trend. It is not a given, however, that
occupancies and room rates will continue to increase. Based on available
information, it appears that the favorable trend will continue into 1997 and,
perhaps, beyond.

o   Residual Capitalization Rate

As would be expected, residual capitalization rates have declined consistent
with equity (or overall) capitalization rates

Summary

A dramatic strengthening of industry profits may be expected for 1996 and 1997
given the Coopers & Lybrand forecast. Major contributing factors include healthy
revenue expansion, modest increases in major expenses, continued productivity
gains, and below-average supply growth. Profits per available room are projected
to rise to $2,900 in 1996, and $3,500 in 1997.

There is a significant need to maintain and modernize older full-service hotels.
Shilo Inns has made a commitment to maintaining high-quality, attractive hotels.
Shilo has taken a "saturation" approach to expansion by locating throughout the
Pacific Northwest. Although not a franchise, the Shilo Inns name is recognizable
and has a loyal following. The Shilo Inn name is certainly beneficial in this
region and probably largely responsible for the success of the
off-the-beaten-path locations. Because Shilo is privately owned and Mark S.
Hemstreet is truly an industry insider, it is likely that Shilo Inns are better
managed due to his oversight.

Overall economic trends are positive in the Pacific Northwest and surrounding
regions. This is contributing to the growth in the lodging industry and these
trends appear to be sustainable through the few years. New additions of supply
are expected to provide stiff competition to existing properties and much of
this is coming from Holiday Inn Express and some Comfort Suites. However, Shilo
Inns typically have one of the best locations in its local market areas and with
their efficient management and continuos maintenance programs they should be
able to maintain their market share, if not increase it at he expense of less
competitive properties. Clearly, the trend in the limited service lodging
industry continues to be towards "suite" properties. Shilo Inns has many such
properties and generally provide good size rooms with market desired amenities
at an affordable price. Given the positive economic trends in the many of the
markets Shilo Inns is located, central reservation system, large guest following
and solid management structure with efficiencies in purchasing and marketing it
is reasonable to conclude that the Shilo Inns will continue to be a successful
chain with a positive outlook for the foreseeable future.


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                                SITE DESCRIPTION

As shown on the plat map to follow, the subject site is an irregular shaped
assemblage of lots, located on the west side of SW Elizabeth Street, between SW
Second Street and Fall Street. The land area, according to the Lincoln County
Assessor's office, is 163,073 square feet, or 3.74 acres. Of this amount, only
152,800 square feet (3.51acres) is considered usable. The remainder of the site
is unusable due to steep slopes. The site has approximately 792 lineal feet of
ocean frontage. It does not have direct access onto Highway 101, but does have
direct access onto SW Elizabeth Street. The site is 3 blocks west of Highway
101.

Visibility and Access

The subject site has good visibility from Elizabeth Street. Although the
exposure to Highway 101 is limited, there are adequate signs to identify the
subject and direct guests to the facility. There are other numerous highway
signs in the Portland area, as well as along the Oregon Coast, which further
identify the subject property and direct guests to the area.

The accessibility of the site is considered to be good. Access to the property
is obtained by turning west off Highway 101 unto Second Street to the north of
the subject or unto Fall Street to the south. Elizabeth Street is a 60 foot
wide, asphalt-paved public right-of-way. Access is also provided to the subject
from either SW Evans Street or SW Shannon Street. Both of these collector
streets are 60 foot wide, asphalt-paved public right-of-ways which divide the
subject property into three separate parcels.

Off-Site Improvements

SW Elizabeth Street is a north/south collector street with a 60 foot
right-of-way.. It is improved with one lane of traffic in each direction. It is
a city maintained collector road constructed with asphaltic surface, steel
reinforced, poured-in-place concrete sidewalks, curbs, gutters and approach
aprons. Overhead street lighting is maintained by the City of Newport. SW Evans
Street and SW Shannon Street are similarly constructed and maintained.

Topography, Drainage and Flood Zone

The terrain of the subject property slopes from street grade on the eastern
boundary to a bluff that is approximately 30 to 35 feet above the ocean beach on
the western boundary. The subject site is considered to be a high-bank parcel.
It is identified on FIRM Flood Map 410131 0002 C, dated June 15, 1982. According
to this map, the improvements are located in Zone C. A portion of the unimproved
portion is located in a V1 (High Wave Velocity) zone to an elevation of 32 feet.


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SITE DESCRIPTION (continued)

Surrounding Uses

The subject site is located in a prime residential/commercial district of
Newport, south of Nye Beach and west of Highway 101. To the west of the site is
the Pacific Ocean, which runs the length of the subject frontage. To the north
is a single family residence and older motel. To the south is located the
Hallmark Resort, a limited-service motel. To the east is located a variety of
single family and multi-family residences. Smaller motels are interspersed in
this area between the Pacific Ocean and Highway 101. The subject property is
complementary to surrounding property uses.

Zoning

The subject site is zoned C-2, (Tourist Commercial) by the City of Newport. The
purpose of the C-2 zoning district is to provide areas for tourist needs as well
as for the entertainment needs of permanent residents. These areas are expected
to be reached primarily by automobile; therefore, transient automobile needs are
to be accommodated by hotels, motels, recreational vehicle parks, and
condominiums. High density residential use of C-2 zoned land is to be
discouraged. Based on a review of the applicable codes, the subject hotel
appears to conform to current code requirements.

Soils

No soils report was provided to the appraisers. We have inspected the building
interior corridors, ground floor slab areas, parking lots, and surrounding
parcels for evidence of subsidence, heaving or separation cracking. None of
these effects was evident from our inspections. Therefore, it is assumed that
the subject soils and subsoils have adequate load-bearing capacity to support
the existing improvements, although this opinion is in no way to be construed as
having the weight of a professional engineer's opinion. Such matters are clearly
beyond the expertise of the appraiser to determine and beyond the scope of this
appraisal assignment. If a conclusive opinion is required, the services of a
properly licensed professional engineer should be retained.


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SITE DESCRIPTION (continued)

Seismicity

The subject site is NOT LOCATED within a Seismic Special Study Zone. The 1994
Uniform Building Code (UBC) identifies the region as a Zone 2B risk area, which
is characterized as having low to moderate seismicity and moderate seismic
engineering requirements.

Utilities

All utilities necessary for the operation of the hotel are in place and are
presumed to be of adequate capacity. Water, sewer, and storm drain services are
provided by the City of Newport. Electrical service is provided by Central
Lincoln People's Utility District. Natural gas is supplied by Northwest Natural
Gas. Telephone service is provided by US West Communications.

Easements, Restrictions, CC&Rs, Adverse Encumbrances

The property is subject to municipal easements to allow normal installation and
maintenance of utilities. There are also rights of the public and governmental
bodies in that portion of the property lying below the (mean) high water mark of
the Pacific Ocean and the ownership of the State of Oregon in that portion lying
below the high water mark. There is also a reservation for the rights of the
public and the State of Oregon in the ocean shore and dry sands area. We are
aware of no easements or covenants which would adversely affect the value of the
property in its current use.


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SITE DESCRIPTION (continued)

Assessment and Taxes

According to the Lincoln County Assessor, the subject assessments and property
taxes for the current tax year are summarized as follows:

Tax Account              Land       Improvement       Total          Taxes
- -----------              ----       -----------       -----          -----
Map: 11-11-08-23
Tax Lot: 10601        $  614,820     $3,552,590     $4,167,410     $64,605.29
Tax Lot: 09900        $  906,900     $1,810,880     $2,717,780     $42,132.41
Tax Lot: 09700        $  554,750     $  990,240     $1,544,990     $23,951.21
Tax Lot: 09701        $  102,500     $        0     $  102,500     $ 1,589.01
Tax Lot: 04200        $   48,470     $        0     $   48,470     $   751.41
Tax Lot: 10200        $    1,000     $        0     $    1,000     $    15.51
                      ----------     ----------     ----------     ----------
     TOTAL:           $2,228,440     $6,353,710     $8,582,150     $133,044.84
                                                                       
The subject property is assessed and taxed on the same basis as other commercial
property in the Newport area. According to county data, all taxes are paid and
current. Taxes are due and payable for the current tax year on November 15,
1996.

Conclusion

After careful consideration of the foregoing factors, the appraiser believes
that the subject site is well adapted to its current use as a hotel/motel site.
The majority of the subject site is developed with the Shilo Inn resort hotel.
There is no excess land available for future expansion on the subject premises.
The site and ocean frontage has been developed in an efficient manner and shows
no signs of functional obsolescence. We further conclude that it is located
within a high-demand tourist area in a city that is experiencing substantial
increases in seasonal, as well as year-around visitors.


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                                    PLAT MAP

                                [GRAPHIC OMITTED]


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                             IMPROVEMENT DESCRIPTION

Structures

The subject improvements consist of five good quality, Class D, double wall
constructed hotel /restaurant buildings encompassing 106,100 square feet gross.
The facility contains 179 hotel rooms, two restaurants, one lounge, a 600-seat
capacity convention center and two indoor swimming pools.

The entire complex is constructed on a site which slopes toward the ocean
offering views from all guest rooms. The three buildings on the south end of the
site are identified as building "A", which is two-stories; building "B", which
is three-stories; and the Shilo Cafe & Sports Bar, a one-story structure with a
full hillside basement containing a manager's office, restroom, and a 70-seat
meeting room. The lower "A" building is far enough below the "B" building to
provide ocean views from the higher level as well as the lower structure. Access
to the lower building is via a walkway and stairs through the upper building.
Building "B" and the restaurant were constructed in 1968 and building "A" was
constructed in 1972.

The central structure referred to as building "C" is a three-story structure
with upper and lower parking lots. The lower level is accessed from the lower
parking area. The main floor contains the lobby/registration area and indoor
pool. This building was constructed in 1966, with the attached indoor pool added
in 1972.

Building "D" (also referred to as the Flagship building), is four-stories and
contains 64 guest rooms on the second, third and fourth floor. The street level
contains a manager's unit, now used as a large rental suite, the Shilo
Restaurant & Lounge, kitchen, convention center and indoor swimming pool. The
convention room can be divided into four separate rooms. The Flagship building
also has a lower concrete parking level which has 20,767 square feet.

The basic structural framework consists of wood framing and a concrete
foundation. Exterior siding is a combination of wood, aluminum, and vinyl-type
horizontal material. Buildings A, B, C, and the restaurant have a wood frame
floor on all levels whereas the floors in the convention center are of concrete
slab. The roof cover on all buildings except "A" are tile shingle with building
"A" utilizing built-up composition. Heating is provided by individual packaged
HVAC systems in each guest room. There is an alarm system throughout, with smoke
detectors in each guest room. There is a wet-type sprinkler system located in
the hotel/convention center building.


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Guest Rooms

The following is a breakdown of the room types and number in the four hotel
buildings:

                      ROOM TYPE                      No. of ROOMS
                      ---------                      ------------
                      Double Queen                        120
                      King Rooms                           54
                      Suites                                5
                                                          ---
                      Total number of rooms:              179

The interior finish includes a carpet and pad floor cover in guest room living
areas, corridors, restaurant dining areas, meeting rooms, and office areas.
Kitchen and bathroom areas have a sheet vinyl floor cover. Pool areas and lobby
area in the convention center building have a ceramic tile floor cover. Interior
partitions are of wood frame and gypsum board construction. The wall finish
consists of either vinyl wallpaper or textured and painted drywall. Ceilings are
of gypsum board, textured and painted.

The typical guest room is furnished with a small table with two chairs,
dressers, lamps, nightstands, television set, and queen or king sized beds. In
addition, each unit has a video player, color TV, microwave oven, refrigerator,
hair dryers and coffee makers. Units in the D building have couches.

Public Areas

The restaurant building, known as the Shilo Cafe and Sports Bar, is a one-story,
wood frame structure, with a full hillside type basement area that was
constructed in 1968. The total building area is 6,804 square feet (3,402 square
feet on each floor). The first floor area is designed for restaurant use and
includes separate dining and kitchen areas. The lower level contains a manager's
office, restrooms, and a 70-seat meeting room.

The lobby of the hotel, located in building "C", contains a guest registration
area, sitting area, and public phones. All furnishings are in good condition. A
ballroom, 4,320 square feet in area and divisible in four equal sections, is
located in the "D" Building. Indoor pools are located in the "C" building and
the "D" building. They are open to guests on a year-round basis from 7:00 AM
until 10:00 PM.

Service areas of the hotel include a maintenance and laundry room, an equipment
room for each pool, storage rooms in each building, and several maid's storage
areas.


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IMPROVEMENT DESCRIPTION (Continued)

Parking

The lower level of the hotel/convention center has 53 concrete paved parking
spaces including 12 handicapped spaces. In addition, there are 178 asphalt-paved
parking spaces situated around the other four buildings.

Gross Building Area:
                          Building                       Size/Sq.Ft.
                          --------                       -----------
                          Buildings A, B, C               41,401
                          Building D                      57,895
                          Shilo Cafe/Sports Bar            6,804
                                                           -----
                          Total:                         106,100 sq.ft.

Average Room Size:        555 square feet (gross)

No of Stories:            One to Four

Year Built:               Building                       Year
                          --------                       ----
                          A                              1972
                          B                              1968
                          C                              1966
                          Cafe/Sports Bar                1968
                          D                              1987

Note: All units have been updated within the last year and are in good
      condition.

Foundation:               Steel reinforced concrete spread footings and pilings.

Floor Structure:          Buildings A, B and C, as well as the Shilo Cafe/Sports
                          Bar have conventional concrete slab foundation with
                          upper floors wood-framed with wood sheathing below
                          finish flooring. Building D is lightweight concrete
                          floor structure.

Exterior Walls:           Class D, double wall wood frame construction.
                          Exteriors of vinyl siding over plywood sheathing.


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IMPROVEMENT DESCRIPTION (Continued)

Window/Sash/Door:         Double glazed, Low E rated windows in aluminum and
                          vinyl frames. Bronze anodized aluminum frame double
                          door storefront at lobby entrance.

Roof Structure:           Conventional wood rafters, joists and pre-manufactured
                          trusses, covered with plywood sheathing and custom
                          tile roof shingles. Mansard overhangs finished in
                          concrete roof tile.

Interior  Walls:          2"x4" wood frame partitions, 16" or 24" on center with
                          textured and painted 5/8" GWB (one hour rating); sound
                          attenuating insulation with R-11 batts.

Interior Finish:          Floor coverings consist of carpeting and vinyl in all
                          guest. Public areas consist of high-grade carpeting
                          and ceramic tile.

Lobby:                    Good quality carpeting and tile floor covering with
                          decorative lighting, desk, service counter with guest
                          seating, business office.

Guest Rooms:              Painted and papered drywall walls and ceilings; carpet
                          in guest rooms and ceramic and vinyl floor cover in
                          bathroom, sliding aluminum frame windows; kitchenette
                          units with under-counter refrigerators and microwave
                          ovens; televisions, furniture draperies etc. See FF&E
                          description.

Elevators:                One hydraulic passenger elevators, 5 stops located in
                          building D.

Stairwells:               Buildings A, B and C have exterior stairways serving
                          the upper units. Building D has two interior stairways
                          in addition to the elevator.


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IMPROVEMENT DESCRIPTION (Continued)

HVAC/Climate Control:     Individual wall mounted package HVAC units with
                          temperature control modules in each guest suite.
                          Central HVAC system with multi-zone control system for
                          common areas and lobby.

Electrical:               Electrical system design engineered to specific hotel
                          electrical loads; 3 phase, 4-wire multi-paneled power
                          busses.

Plumbing:                 Each guest suite includes a tub with shower and toilet
                          in separate room contiguous to dressing room. Small
                          vanity with lavatory sink and wall mounted/surface
                          lighted mirrors and ventilator exhaust fans.
                          Kitchenette sinks included in most units.

Fire Protection:          Fully sprinklered throughout, smoke detectors
                          throughout, fire alarm with hard wire activation
                          system and direct connection to local fire department;
                          auxiliary emergency exit lighting.

Furniture Fixtures
  & Equipment:            Guest suites include either single king bed or double
                          queen beds; color televisions with remote controls;
                          carpet, draperies; light fixtures and lamps;
                          combination desk/dresser units; luggage rack; 36"
                          parlor table with 2 upholstered wood chairs; night
                          stand, microwave oven and refrigerator; multiple phone
                          jacks. FF&E appears to be of above average quality
                          with no functional obsolescence attributable to
                          quality, layout or design.

Site Improvements:

The site improvements include asphalt paved and striped parking areas (178
standard striped stalls including 12 handicapped stalls); landscaping is well
maintained and incorporates native species, lighting and irrigation. There is a
central drive-through covered registration parking area.


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IMPROVEMENT DESCRIPTION (Continued)

Depreciation

The actual age of the improvements ranges from 9 to 30 years. All have been well
maintained and updated within the past year. In view of the maintenance,
updating, quality and observed condition, the overall effective age is estimated
at 10 years. Remaining economic life is projected at 40 years. Depreciation
analysis in the Cost Approach will reflect the effective age.

Functional Features and Concluding Remarks

Overall the improvements are in good to very good condition and show care of
maintenance. They are well designed, functional in their layout and provide good
utility and guest appeal. Nothing in our inspections suggests either the
presence of elements of functional obsolescence or deferred maintenance.

The operators' marketing strategy is focused on maximizing extended visit
patronage and corporate and governmental patronage. We find the modified suites
layout offering "larger than typical" single room units, with amenities
typically found in true all suites hotels, is a cost effective way to deliver
more amenity and functional utility to the customer, without incurring the
additional costs associated with the development and operation of multi-room
suites. In-room kitchenettes with microwave ovens and refrigerators, multiple
phones, guest laundry facilities and attractive corporate plans seem to be
effective in attracting the target market customer. We note that the subject
Shilo Inn appears to be outperforming the local competition in achieved average
occupancy. We therefore, find that the subject property is entirely adequate in
meeting the owners intended use and purpose for the subject facilities.

Furniture, Fixtures & Equipment

The guest rooms are furnished with typical modern furnishings which include
either a single king-sized bed or two double queen beds, side tables, desk,
dresser, chairs, table, draperies, night stands, color television with remote,
video players, microwaves, mini-refrigerators, lamps, couch, clock radio and
three telephones. Also the single kings contain a sleeper sofa. FF&E includes
all the furnishings, linens and supplies, cleaning and house keeping equipment,
business office and front desk equipment, furnishings and related personal
items. We have estimated these personal property items at a depreciated
replacement value of $3,500 per room, or $626,500.


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                                    Site Plan

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                                    Site Plan

                                [GRAPHIC OMITTED]


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                          HIGHEST AND BEST USE ANALYSIS

The Appraisal Institute defines highest and best use as follows:

      "The most profitable likely use to which a property can be put. The
      opinion of such use may be based on the highest and most profitable
      continuous use to which the property is adapted and needed, or likely to
      be in demand in the reasonably near future. However, elements affecting
      value that depend on events or a combination of occurrences that, although
      in the realm of possibility, are not fairly shown to be reasonably
      probable, should be excluded from consideration. Also, if the intended use
      is dependent on a uncertain act of another person, the intention cannot be
      considered.

      "That use to which the land may reasonably be expected to produce the
      greatest net return to land over a given period of time. That legal use
      which will yield to land the highest present value. Sometimes called
      'optimum use.'"

In estimating highest and best use, there are essentially four stages of
analysis:

      1.    Possible Use. What uses of the site in question are physically
            possible?

      2.    Permissible Use (legal). What uses are permissible by zoning and
            deed restrictions on the site in question?

      3.    Feasible Use. Which possible and permissible uses will produce a net
            return to the owner of the site?

      4.    Maximally Productive Use. Among the feasible uses, which use will
            produce the highest net return or the highest present worth?

The highest and best use of the land (or site) if vacant and available for use
may be different from the highest and best use of the improved property. This is
true when the improvements are not an appropriate use, but it makes a
contribution to the total property value in excess of the value of the site.

The following tests must be met in estimating the highest and best use. The use
must be legal; the use must be probable, not speculative of conjectural; there
must be a profitable demand for such use; and it must return to the land the
highest net return for the longest period of time. These tests have been applied
to the vacant property. In arriving at the estimate of highest and best use, the
subject site was analyzed as vacant and available for development.


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HIGHEST AND BEST USE ANALYSIS (continued)

As Vacant

Possible Use. The first constraint is the constraint dictated by the physical
characteristics of the site. The size and location within a block have a
determining effect on the site's value. In general, larger sites and corner
locations enable a developer to achieve economies of scale and allow flexibility
in building design.

The subject site is a 3.74 acre irregular parcel located on the Pacific Ocean.
The site is at street grade and then slopes downward to the beach. Net site area
is calculated to be approximately 3.51 acres, due to the sloping topography.
Analysis of the immediate uses surrounding the property indicates that
development of residential and motel uses have taken place over the past 20 to
30 years. The physical characteristics of the site are suitable for a wide
variety of potential uses. The sloping topography, especially the northern
section of the site, limit development to the eastern portion of the site. We
also note that all utilities are available to the site and SW Elizabeth Street
is fully improved. Therefore, the physical aspects of the site do not eliminate
any uses from the highest and best use analysis.

Permissible Uses. Two types of legal restrictions apply to the subject property:
private restrictions (deed restrictions and easements), and public restrictions
(principally, zoning). The existing utility easements are standard and do not
adversely impact the development potential of the site. Therefore, the principal
legal limitation on the development entitlements for the site is the C-2 zoning.
The C-2 commercial zone is defined by the City of Newport as a broad spectrum
commercial district that permits limited service, wholesale/retail and heavy
commercial uses in addition to allowing residential development. In view of the
location and zoning, the likely use would be a multiple residential development,
lodging and/or restaurant use in compliance with the current zoning.

Feasible Uses. The property is easily adapted to most forms of commercial
development, but appears particularly well suited to uses which could take
advantage of the Pacific Ocean. Therefore, multiple residential, restaurant and
lodging facilities would be the most likely feasible uses.

Maximally productive uses. Of the permitted uses our analyses suggest that the
maximally productive uses today are probably oriented toward tourism, using the
proximity of the pacific ocean and the primary attraction. Analysis of the
Newport area reveals that there are few good quality full-service lodging
facilities possessing convention facilities and a resort atmosphere. Therefore,
it is our opinion that a full-service lodging facility would represent the
highest and best use of the property, as vacant.


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HIGHEST AND BEST USE ANALYSIS (continued)

As Improved

The subject is improved with a multiple building full-service lodging facility
consisting of 179 rooms, two indoor swimming pools, two restaurants, a sports
bar, convention center for up to 600 registrants and direct Pacific Ocean beach
access.

In view of the physically possible, legally permissible, financially feasible
and maximally productive uses, the existing full service hotel/motel facility is
considered to represent the highest and best use of the site. The property will
be valued based upon this highest and best use premise.


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                                    VALUATION

There are three approaches to value which will be employed in the analysis: the
Cost Approach including land valuation and construction cost analysis; Direct
Sales Comparison Approach evaluating sales of similar properties; and an Income
Approach based upon the property operating at stabilized income levels.

Cost Approach

In the appraisal process, the Cost Approach requires an analysis of sales of
similar parcels of land to arrive an estimate of market value for the subject
site. An estimate is then made as to the cost to replace the subject's
improvements at today's costs using reliable sources of cost data. Depreciation
or obsolescence from all causes is estimated based on the experiences of similar
properties. Depreciation is then deducted from the replacement costs as new to
arrive at the present worth of the improvements and the site.

Market Approach (Direct Comparison Approach)

This is an appraisal procedure in which the value estimate is predicated upon
prices paid in recent market transactions. Listings and offerings of property
may also be utilized in this analysis, however, the use of listings is limited
since the property has not met the full test of the market and usually tends to
set the upper limit of value. The steps the appraiser follows in this approach
are set forth below.

      1. Seeks out similar properties for which pertinent sales, listings,
      offerings and/or rental data are available.

      2. Qualifies the price as to terms, motivating forces and bona fide
      nature.

      3. Compares each of the sale properties' important attributes with the
      corresponding ones of the properties being appraised, under the general
      division of time, location, income and physical characteristics.

      4. Considers all dissimilarities in terms of their probable effect upon
      the sale price.

      5. Formulates an opinion of the relative value of the property being
      appraised as compared with the price of each similar property.


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VALUATION (Continued)

The units of comparison abstracted from the sales are the sales price per square
foot or unit and the overall rate of return. Each of these units of comparison
is discussed more fully below.

Sales Price per Square Foot or Unit

This is an expression of the total consideration divided by the particular unit
of comparison. Its chief advantage is that it is a direct comparison of the
price of the comparable to the property in question. Weighing of comparables may
be necessary due to differences of location, physical characteristics, market
conditions and terms of the sale transactions. It is most accurate when the
subject and the comparables are of similar character and the sales are of recent
vintage.

Overall Rate of Return

This rate is the direct relationship of the net operating income (before debt
service) and the sale price. the overall rate reflects both the return on the
investment and the return of the investment. This is a rate which is frequently
used by investors and appraisers because it is ascertainable from comparable
sales and can be applied directly to the estimated net operation income of the
property under appraisal. This unit of comparison is used in the Income
Approach.

Income Approach

The Income Approach is generally the most relevant approach in evaluating
investment type properties. This approach is predicated on the principle that
value is created by the expectation of benefits derived in the future. The
anticipated net income is converted to a present value by a direct
capitalization or the use of a discounted cash flow process.

Direct Capitalization

This process involves dividing the net operating income by a capitalization
rate. This rate reflects such factors as risk, time, interest on capital
investment, and recapture of the depreciating asset. This approach to value
encompasses the following:

1.    The estimation of current economic rent levels to establish annual
      potential gross revenues. Current economic rents are generally current
      market rents.

2.    The estimation of vacancy and collection loss allowances.

3.    The estimation of annual operating expenses.

4.    The deduction from potential gross revenues of vacancy and collection loss
      and operating expenses, leaving the net operating income before debt
      service and depreciation.


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VALUATION (Continued)

5.    Capitalization of the net operating income by the appropriate rate as
      abstracted from the market.

Discounted Cash Flow

A widely accepted view of value as of a given valuation date is the discounted
present worth of the anticipated future income reasonably expected to be
generated by an income producing property over a specific period of time. The
process by which future income receipts are converted to a present value is
termed discounting. Many different capitalization methods and techniques are
available to process anticipated future income into a present worth estimate.
The method used depends primarily on the characteristics of the forecast income
stream, the form of the appropriate rate of return or discount rate, and the
time period involved.

The two methods used in this analysis are capitalization in perpetuity
(utilizing an overall capitalization rate discussed above) and capitalization
for a finite period (discounted cash flow analysis). Capitalization in
perpetuity as used in the Income Approach assumes the income stream will
continue undiminished, indefinitely. The rate used to process this income
streams embodies the factors of time preference (opportunity costs), liquidity,
management burdens, and ownership risks. The appropriate rate is derived through
an analysis of sales of properties displaying similar investment opportunities
to the investor.

The discounted cash flow method is a rigidly defined mathematical relationship
between income streams, rates and timing. Processing an income stream by a
correct mathematical formula does not in itself produce a supportable market
value. As with other techniques of income capitalization, the discounted cash
flow analysis requires reliable market data on several critical points. If the
required market data information is not available, the appraiser is injecting
his judgment and opinion in using non-market data and the results are not
justifiable market value.

RECONCILIATION

The final step in the appraisal process is the reconciliation or correlation of
the value indicators. In the reconciliation, the relative applicability of each
of the approaches utilized is considered. Those approaches that are deemed most
appropriate to the particular appraisal question involved are weighed for the
accuracy and reliability of the data used in the analysis, and an opinion is
formed as to the market value of the subject property. The relative weight or
emphasis given to any of the approaches depends on the forces prevalent in the
market which act upon the subject property.


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                                  COST APPROACH

In this approach, it is assumed that a purchaser would consider producing a
substitute, competing property with the same utility as the subject. The net
cost to the rational, informed purchaser is the measure of value of the subject
property. The net cost includes construction costs (to the purchaser, not the
contractor or builder), financing costs, and all other costs incurred during the
construction period. Any depreciation or diminished utility is deducted from the
costs in order to arrive at a net contribution of the improvements in their
present condition to the total property value as of the valuation date. The site
is valued as if vacant and available to be put to its highest and best use. This
is then added to the depreciated improvement costs to yield the value of the
total property as indicated by the Cost Approach.

Land Valuation

The most reliable procedure for estimating the land value is by the application
of the Direct Sales Comparison Approach. In estimating the value of the
subject's site, a search was conducted to find sales of similar parcels with
similar zoning and characteristics. Those sales considered to be the most
relevant indicators of the subject's land value are detailed on the following
pages.


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536 SW Elizabeth, Newport, OR
- -----------------------------

                                 LAND SALES MAP

                               [GRAPHIC OMITTED]


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                             COMPARABLE LAND SALE 1

PROPERTY IDENTIFICATION

Address:                            SW Elizabeth Street
City:                               Newport, OR
Map:                                11-11-08-23
County:                             Lincoln
Tax Lots:                           10700,10701,10600,10602,10603
Property Rights:                    Fee Simple

SALE INFORMATION

Grantor:                            Lowe, Allen
Grantee:                            Wright, Dreistin, Mean
Document Number:                    323-0765
Sale Price:                         $750,000
Sale Terms:                         Cash Equivalent
Sale Date:                          August 13, 1996

SITE DESCRIPTION

Site Area:                          1.32 Acres - 175 front feet
Zoning:                             C-2
Utilities:                          Available
Off-Sites:                          Fully Improved
Topography:                         Sloping - high bank oceanfront
Location:                           Interior - Oceanfront

SALE ANALYSIS

Price Per Front Foot:               $4,286

COMMENTS                            This is the sale of a 1.32 acre oceanfront
                                    parcel with 175 front feet. It has been
                                    purchased for development as a hotel/motel.
                                    It is located north of the subject site.

VERIFICATION                        Lincoln County Sales Analyst/Public Records


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                             COMPARABLE LAND SALE 2

PROPERTY IDENTIFICATION

Address:                            Northwest corner of 2nd and Breakers
City:                               Rockaway, OR
Map Number:                         2-10-32-32
County:                             Tillamook
Tax Lots:                           8600, 8900, 11300,11400
Property Rights:                    Fee Simple

SALE INFORMATION

Grantor:                            Dale Teigs
Grantee:                            Sea View Associates
Document Number:                    351-5; 351-8
Sale Price:                         $240,000
Sale Terms:                         Cash Equivalent
Sale Date:                          May 1993

SITE DESCRIPTION

Site Area:                          23,958 sq. ft. - 75 feet oceanfront
Zoning:                             TC (Tourist Commercial)
Utilities:                          Available
Off-Sites:                          Fully Improved
Topography:                         Level - Oceanfront
Location:                           Interior - Oceanfront

SALE ANALYSIS

Price Per Front Foot:               $3,200 - front foot

COMMENTS                            This is a level, oceanfront site with
                                    approximately 75 feet of ocean frontage.
                                    Site is adjacent to a small creek with good
                                    beach access. Site is being developed with a
                                    new multi-unit, four-story condominium.

VERIFICATION                        Public Records/Buyer


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                             COMPARABLE LAND SALE 3

PROPERTY IDENTIFICATION

Address:                            N Highway 101
City:                               Yachats, OR
APN:                                N/A
County:                             Lincoln
Map Reference:                      N/A
Property Rights:                    Fee Simple

SALE INFORMATION

Grantor:                            N/A
Grantee:                            Current Listing
Document Number:                    Current Listing
Sale Price:                         $800,000
Sale Terms:                         Cash Equivalent
Sale Date:                          Available

SITE DESCRIPTION

Site Area:                          6.70 acres - 400 front feet
Zoning:                             R4
Utilities:                          Available
Off-Sites:                          Fully Improved
Topography:                         Level - oceanfront
Location:                           Interior - oceanfront

SALE ANALYSIS

Price Per Front Foot:               $2,488 per front foot

COMMENTS                            This is the current listing of an oceanfront
                                    parcel containing 6.7 acres and 400 front
                                    feet. It has ocean and Highway 101 frontage.

VERIFICATION                        Jim Dutcher - Miller's Real Estate


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                             COMPARABLE LAND SALE 4

PROPERTY IDENTIFICATION

Address:                            N Highway 101
City:                               Yachats, OR
APN:                                N/A
County:                             Lincoln
Map Reference:                      N/A
Property Rights:                    Fee Simple

SALE INFORMATION

Grantor:                            N/A
Grantee:                            Current Listing
Document Number:                    Current Listing
Sale Price:                         $298,000
Sale Terms:                         Cash Equivalent
Sale Date:                          Available

SITE DESCRIPTION

Site Area:                          64,904 sq. ft. - 100 front feet
Zoning:                             R4
Utilities:                          Available
Off-Sites:                          Fully Improved
Topography:                         Level
Location:                           Interior - Oceanfront

SALE ANALYSIS

Price Per Front Foot:               $2,980/front foot

COMMENTS                            This is a level, at grade, interior site
                                    with 100 feet of ocean and highway frontage.
                                    Property has been listed for approximately 2
                                    years with rejected offers in the $200,000
                                    to $225,000 range.

VERIFICATION                        SeaTowne Realty, Newport


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COST APPROACH (Continued)

Discussion

These four land sales transactions and listings represent the sale activity of
oceanfront parcels located on the Central Oregon Coast over the past several
years. Analysis of the area reveals an active market for commercially-zoned
parcels. However, due to the limited supply of commercially-zoned, oceanfront
land, comparable sales data is limited. These two sales and two listings
indicate a reasonable range of value per front foot of ocean frontage. A
discussion of the value adjustments and conclusions is presented below.

Property Rights Conveyed

This adjustment considers the differences in legal status (interest) between the
subject property and the comparable sales. Specific interests convey different
types of rights in a property that affect value. Property rights can be defined
as fee simple, leased fee and leasehold interests. All the land sales used
involved the transfer of the fee simple interest and no adjustment is warranted.
No adjustment was made.

Financing Adjustment

The comparable land sales have been reviewed in reference to their financing.
Sales and asking prices represent all cash transactions, where no extraordinary
financing terms or seller financing is involved. Therefore, no cash equivalency
adjustments have been applied.

Conditions of Sale

Local MLS data reveals that closed commercial land sales in our area occur at
approximately 90% to 95% of listing price. By definition however, those sales
which do close are those priced closest to their true value relative to market
supply/demand factors, and rational, investor behavior. Sales which fail to
close after allowing for adequate marketing exposure are either impaired in some
material aspect or priced uneconomically with respect to market supply and
demand factors.

Comparable transactions No. 3 and 4 are all current listings which have been
available and marketed professionally for up to two years. Based on broker input
and the lack of bona-fide negotiation from prospective investors during a
strong, long term expansion of the local commercial real estate, we conclude
that these listings are 5% to 10% above market at this time. Therefore, these
comparables are adjusted downward 10% to compare to the subject.


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COST APPROACH (Continued)

Market Conditions Adjustment - Time Factor

The sales were analyzed for changes in market conditions to determine if a
market conditions adjustment is required and to what magnitude. Based upon
appraiser's evaluation of trends in the market we have identified land value
appreciation rates have remained stable to slightly increased over the past
three years. Comparable 4 has been on the market for two years, with several
offers made and rejected. The fact that it has not sold is more a reflection on
a seller which will not accept any offer other than full price. Comparables 1
sold two months ago and is not given a time adjustment. Sale #2 sold over three
years ago and is adjusted upward based upon annual appreciation of 5% per year.
Comparables 3 and 4 are current listing and do not require adjustment for time.

Physical Adjustments

Factors which have an influence on value such as location, growth patterns and
trends, accessibility to transportation arteries, employment and commerce
centers, size, and physical improvements required for development (off-sites),
all require appropriate adjustments in comparing the comparable sales to the
subject property. We note that all four properties which we have referenced in
this discussion are oceanfront parcels. Therefore locational/neighborhood
factors are regarded as comparable among the comparables.

Size adjustments, are considered due to difference in ocean front footage.
Typically larger parcels indicate a lower price per square foot, price per front
foot or other units of comparison than smaller parcels. The subject has 792 feet
of ocean frontage. The comparables have ocean frontages ranging from 75 feet to
400 feet. Direct adjustment is not possible due to limited empirical data of
comparable sites. However, because the subject site has substantial ocean
frontage, its value will likely fall at the low end of the price per front foot
range.

Concluded Land Value

The comparable land sales indicate an unadjusted range from $2,489 to $4,286 per
front foot. All are zoned to allow for motel/hotels. The low range value
indicator was derived from the current listing with the largest amount of front
footage. The high value indicator is derived from the most current sale, as well
as the sale closest in proximity to the subject. This sale is located
immediately north of the subject property and has 175 feet of ocean frontage.
Because of this factor, this sale is afforded the greatest weight. A downward
adjustment is made for size. The subject parcel has 792 front feet and
Comparable 1 has 175 feet of frontage. Adjusting downward 20% indicates a
current value of $3,429, or $3,400 per front foot. Multiplying this by 792 feet
indicates a value of $2,692,800, rounded to $2,690,000. 


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COST APPROACH (Continued) 

Reproduction Cost New

The next step in the Cost Approach is to estimate the cost new of the subject
improvements. The dimensions and characteristics of the improvements have been
identified through a field inspection and analysis. There are two forms of cost
data generally available. These are Replacement and Reproduction costs.

Replacement Cost is defined in Real Estate Terminology, Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of a building having
utility equivalent to the building being appraised but built with modern
materials and according to current standards, design and layout."

Reproduction Cost is defined in Real Estate Terminology, Revised Edition (AIREA,
SREA) as, "the cost of construction at current prices of an exact duplicate or
replica using the same materials, construction standards, design, layout, and
quality of workmanship, embodying all the deficiencies, super adequacies and
obsolescence of the subject building."

The use of the replacement cost concept presumably eliminates all functional
obsolescence, and the only depreciation to be measured is physical deterioration
and external obsolescence. In this appraisal, the Marshall Valuation Service, a
nationally recognized cost service, as well as consultation with local
contractors, has been used to derive the estimate of the replacement cost. The
publishers of this manual consider the estimates to be replacement costs, but
when the cost model closely conforms in construction materials and methods to
the subject, these costs can be considered as reproduction costs.

Since the cost estimate is applied to the gross area of the subject property,
the deficiencies and other adequacies of the subject are embodied in the cost
estimate and are dealt with in the depreciation estimate. The cost utilized in
this analysis is therefore considered to represent Reproduction Costs.

This estimate is set forth on the Development Proforma located at the end of
this approach. These costs include hard costs for construction, soft costs for
architectural and engineering, soil, legal, supervision, fees and related costs;
Financing costs; leasing commissions; and rent loss during absorption.
Developers profit is added at 18 percent to account for the high level of risk
and skill required to develop hotel property.

The hard construction cost for the improvements is estimated at $89.44 per
square foot. Soft costs are estimated at 8 percent for design, architectural and
engineering; 3 percent for development overhead, and 25 percent of annual income
is estimated for opening expenses and income loss during stabilization.


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COST APPROACH (continued)

Furniture, Fixtures & Equipment

The guest rooms are furnished with typical modern furnishings which include
either a single king-sized bed, two or three queen beds, side tables, desk,
dresser, chairs, table, draperies, night stands, color television with remote,
lamps, couch, clock radio and telephones. Most rooms have a small refrigerator,
microwave and hair dryer. There are some kitchenette units. FF&E includes all
the furnishings, linens and supplies, cleaning and house keeping equipment,
business office and front desk equipment, furnishings and related personal
items. We have estimated these personal property items at a depreciated
replacement value of $2,500 per room, or $175,000.

Accrued Depreciation

Accrued depreciation is the difference between the reproduction cost of the
improvements and the market value of the improvements on the date of valuation.
Depreciation is characterized by three categories: physical, functional and
external.

Physical depreciation is evidenced by wear and tear of the structure. Functional
obsolescence is also caused by internal characteristics such as a poor floor
plan, inadequate mechanical equipment or functional inadequacy or over adequacy
due to size or other characteristics. External or economic obsolescence is
caused by conditions external to the property, such as a lack of economic demand
or changing property uses in the area, or general national or regional economic
conditions.

To establish the appropriate depreciation to be applied to the subject, the
Marshall Valuation Service has been consulted. This service collates by type of
construction and usage actual case studies of properties to produce market
derived depreciation and remaining life estimates. These studies resulted in
mathematical curves from which the depreciation for any initial life expectancy
can be computed. An additional method of estimating physical depreciation is the
Age/Life Method. This is a method of estimating incurable physical deterioration
as a percentage applied to current replacement or reproduction cost new of the
improvements. The percentage reflects the ratio of estimated effective age to
typical anticipated economic life.

The depreciation estimate for the subject property is based an effective age at
10 years and an expected life of 50 years for the improvements indicating a
depreciation estimate of 20 percent.

Located on the following page is a summary of the replacement cost new,
including depreciation and land value indication. It indicates an As Is value of
subject property, as follows:

                                   $14,940,000
                                   ===========


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                             Replacement Cost Study

<TABLE>
<CAPTION>
=================================================================================================================
Development Proforma
Shilo Inn, Newport, OR
- -----------------------------------------------------------------------------------------------------------------
MVS: Sec. 11, P 17, Class C & D, G   Current X     Local X     Adj $/sf
- ---------------------------------    ---------     -------     --------
<S>                     <C>             <C>         <C>         <C>        <C>        <C>                 <C>
Base Cost:              $75.80          1.00        1.18        $89.44

Hard Costs                            Measure                  $/Measure                  Cost              $/SF
- ----------                            -------                  ---------                  ----              ----
 Building                            106,100 SF                 $89.44     $9,490,008
 Yard Improvements                                                         $  350,000
                                                                           ----------

Total Hard Costs                                                                       $9,840,008          $92.74

Soft Costs
- ----------
Architectural & Engineering                         8.00%                  $  787,200
Development Overhead                                3.00%                     295,200
Stabilization & Opening Expenses             25% of annual income             934,230

Total Soft Costs                                                                      $ 2,016,630         $ 19.01
                                                                                      -----------  
Total Improvement Costs                                                               $11,856,638         $111.75

Entrepreneurial Profit                 18.00%                                         $ 2,134,195         $ 20.11
                                                                                      -----------         -------
Total                                                                                 $13,990,833         $131.86

Depreciation Adjustment              Age/Life                   % Dep.        $ Dep.
- -----------------------
Physical                              10/50                     20.00%     $2,371,328

Total Depreciation                                                                    $ 2,371,328         $ 22.35
                                                                                      -----------         -------
Project Costs (Depreciated Replacement Cost)                                          $11,619,505         $109.51

Depreciated Furniture Fixtures $ Equipm                        179 Units @     $3,500    $626,500

Land Valuation                         Acres          SF         $/SF       Land Value     Total
- --------------                         -----          --         ----       ----------     -----
Site Value in Fee                       3.74      163,073      $16.50      $2,690,705

Site Value                              3.74      163,073      $16.50                 $ 2,690,000
- -----------------------------------------------------------------------------------------------------------------
Indicated Value                                                                       $14,936,005

Rounded                                                                               $14,940,000
                                                                                      ===========
=================================================================================================================
</TABLE>


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                           DIRECT COMPARISON APPROACH

The Direct Comparison Approach attempts to estimate the value of the subject
property by comparing sales of similar properties within the market area of the
subject. These sales are inspected, verified as to price, terms and conditions
of the property at the date of sale, location, and income characteristics of the
property. The data are then analyzed and compared to the subject property. The
units of comparison considered significant in determining the subject's market
value are the sale price per square foot and price per unit. In addition, a
Gross Room Revenue Multiplier is derived for use as an additional measure of
value for this approach. The overall rate is also abstracted from the market
data for use in the Income Approach.

A search of the subject's regional market area was conducted to find sales of
generally comparable hotel facilities that have occurred in the recent past. A
summary of the sales that were considered most relevant for this analysis are
summarized on the following page.


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                        -------------------------------
                        REGIONAL SUMMARY OF HOTEL SALES
                        ===============================

<TABLE>
<CAPTION>
==============================================================================================================
                                   Date of   Year    Building   Land   Land/Bldg   No of    Gross     Sale    
No.       LOCATION                   Sale    Built     Area     Area     Ratio     Units   Area/Rm.   Price   
==============================================================================================================
<S> <C>                             <C>      <C>      <C>       <C>      <C>        <C>      <C>   <C>        
1   Comfort Inn                     May-95   1990     30,740    76,405   2.49:1      58      530    $2,800,000
    13207 NE 20th Avenue                               Est.                                                   
    Vancouver, WA                                                                                             
                                                                                                              

2   Comfort Inn                     Jun-96   1992     34,000    66,646   1.96:1      64      531    $2,600,000
    8855 SW Citizens Drive                                                                                    
    Wilsonville OR

3   Ramada Inn                      Oct-94   1978     68,410    16,200   0.24:1     120      570    $8,400,000
    2200 Fifth Avenue                                                                                         
    Seattle, WA                                                                                               

4   Travelodge                      Jun-94   1961     30,820    56,912   1.85:1      74      416    $4,200,000
    4715 25th Avenue NE                                                                                       
    Seattle, WA                                                                                               

5   West Coast Gateway Hotel        Mar-96   1990     59,074    71,165   1.20:1     145      407   $11,218,164
    18415 Pacific Highways South                                                                              
    Seattle, WA

6   Best Western Hotel              Mar-95   1986     91,618   262,749   2.87:1     147      623    $5,500,000
    15901 W. Valley Highway                                                                                   
    Tukwilla WA                                                                                               


    Unadjusted Range:                        $60.03   to   $189.90 /Sq.Ft.
                                            $37,415   to   $77,367 /Unit

                                       Mean:       $112.76 / Sq Ft              $55,073 / Unit


<CAPTION>
=============================================================================================
                                   Price/   Price/                   Comments
No.       LOCATION                 Sq. Ft.   Unit
=============================================================================================
<S> <C>                            <C>      <C>       <C>
1   Comfort Inn                     $91.09  $48,276   Occupancy reported at 70 percent ADR @ 
    13207 NE 20th Avenue                              $46.00. No food and beverage           
    Vancouver, WA                                     One meeting room, spa, pool, excercise 
                                                      Located near new mall                  

2   Comfort Inn                     $76.47  $40,625   Two-story wood frame motel located in  
    8855 SW Citizens Drive                            suburban location.
    Wilsonville OR

3   Ramada Inn                     $122.79  $70,000   Four-story wood frame & stucco downtown
    2200 Fifth Avenue                                 location. Renovated prior to sale. $70
    Seattle, WA                                       ADR estimate.

4   Travelodge                     $136.28  $56,757   Includes retail building (Blockbuster) 
    4715 25th Avenue NE                               ADR est $55.00
    Seattle, WA                                       Pool, spa.

5   West Coast Gateway Hotel       $189.90  $77,367   SeaTac Airport location.
    18415 Pacific Highways South                      All cash sale.
    Seattle, WA

6   Best Western Hotel             $60.03   $37,415   Three story wood frame structure
    15901 W. Valley Highway                           includes restaurant, spa, excercise 
    Tukwilla WA                                       room and outdoor pool.
</TABLE>


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                              Comparable Sales Map

                               [GRAPHIC OMITTED]


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                              COMPARABLE SALE NO. 1

                                 [PHOTO OMITTED]

<TABLE>
<CAPTION>
<S>                     <C>                         <C>                 <C>
ADDRESS:                Comfort Inn                 GRANTOR:            Ray Patel, et al.
                        13207 NE 20th Avenue        GRANTEE:            Shree Ram LLC
                        Vancouver, WA
DESCRIPTION:            Two-story wood frame        DOCUMENT #:         Na
                        and stucco limited service  MARKET TIME:        Na
                        hotel                       NUMBER OF UNITS:    58
YEAR BUILT:             1990                        SALE PRICE:         $2,800,000
LOT SIZE:               76,405 S.F.                 SALE DATE:          June 5, 1995
CONDITION:              Average/Good                TERMS:      $350,000 down
QUALITY:                Average                                 seller wrapped existing $1.45M 
                                                                1st TD with, due in 10 years

BUILDING AREA:          30,740 S.F.                 GROSS INCOME:       $685,540
LAND:BLDG RATIO:        2.49:1                      NET INCOME:         $288,000
PRICE/S.F.:             $91.09                      OVERALL RATE        10.29%
PRICE/UNIT:             $48,276                     GRM:                4.08
FF&E:                   $140,000
</TABLE>

COMMENTS: This property is located at the Vancouver Mall north of Portland
Airport in a newly developing area. It is a newer property in good condition but
round about access. 1994 ADR reported at $46.00 and Occupancy at 70%.


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                              COMPARABLE SALE NO. 2

                                 [PHOTO OMITTED]

<TABLE>
<CAPTION>
<S>                     <C>                         <C>             <C>
ADDRESS:                Comfort Inn                 GRANTOR:        Mahalaxmi Inc.
                        8855 SW Citizens Drive      GRANTEE:        Ganesh Enterprises
                        Wilsonville, OR
DESCRIPTION:            Two-story wood              DOCUMENT #:     9603044444
                        frame limited service       MARKET TIME:    Na
                        hotel
NUMBER OF UNITS:        64
YEAR BUILT:             1992                        SALE PRICE:     $2,600,000
LOT SIZE:               66,646 S.F.                 SALE DATE:      June 19, 1996
CONDITION:              Average/Good                TERMS:          $800,000 down
QUALITY:                Average                                     $1,8M 1st Td Commercial Bank
BUILDING AREA:          34,000 S.F.                 GROSS INCOME:   $804,825
LAND:BLDG. RATIO:       1.96:1                      NET INCOME:     $310,628
PRICE/S.F.:             $76.47                      OVERALL RATE    11.95%
PRICE/UNIT:             $40,625                     GRM:            3.23
FF&E:                   $160,000 Est.
</TABLE>

COMMENTS: This suburban property is located near Highway 5 and is a newer
property with good exposure but less than direct access.


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                              COMPARABLE SALE NO. 3

                                 [PHOTO OMITTED]

<TABLE>
<CAPTION>
<S>                     <C>                         <C>                 <C>
ADDRESS:                Ramada Inn                  GRANTOR:            2200 Fifth Ave. Ltd.
                        2200 5th Avenue             GRANTEE:            Devin Corporation
                        Seattle, WA
DESCRIPTION:            Four-story over parking     DOCUMENT #:         9410280992
                        frame and stucco hotel      MARKET TIME:        6 months
                        with restaurant/lounge      UMBER OF UNITS:     120
YEAR BUILT:             1978                        SALE PRICE:         $8,400,000
LOT SIZE:               16,200 S.F.                 SALE DATE:          October 28, 1994
CONDITION:              Average                     TERMS:           $3,000,000 down
QUALITY:                Average                                      $5,400,000 1st Td Seafirst Bank
BUILDING AREA:          68,410 S.F.                 GROSS INCOME:              Na
LAND:BLDG RATIO:        0.24:1                      NET INCOME:                Na
PRICE/S.F.:             $122.79                     OVERALL RATE               Na
PRICE/UNIT:             $70,000                     GRM:                       Na
</TABLE>

COMMENTS: This property is located on Fifth Avenue in the Denny Grade area of
downtown Seattle. It was renovated prior to the sale with new lobby, HVAC and
FF&E. Property leases additional parking nearby. Seller leased back property for
10 years, terms unknown. Central city location, average appeal.


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                              COMPARABLE SALE NO. 4

                                 [PHOTO OMITTED]

<TABLE>
<CAPTION>
<S>                     <C>                         <C>             <C>
ADDRESS:                Travelodge                  GRANTOR:        Vincent Hanna Fowler Inv.
                        4715-25 25th Avenue NE      GRANTEE:        P.B. Investments Ltd.
                        Seattle, WA
DESCRIPTION:            One and two-story wood      DOCUMENT #:     9506222113
                        frame and stucco motel      MARKET TIME:    12 month
                        with 6,700 sf retail building
NUMBER OF UNITS:        74
YEAR BUILT:             1961                        SALE PRICE:     $4,200,000
LOT SIZE:               56,912 S.F.                 SALE DATE:      June 22, 1994
CONDITION:              Average                     TERMS:          All cash
QUALITY:                Average
BUILDING AREA:          30,820 S.F.                 GROSS INCOME:              Na
LAND:BLDG RATIO:        1.85:1                      NET INCOME:                Na
PRICE/S.F.:             $136.28                     OVERALL RATE               Na
PRICE/UNIT:             $56,757                     GRM:                       Na
</TABLE>

COMMENTS: This suburban property is located north of the University of
Washington and across from University Village shopping center. The Travelodge
has a detached Blockbuster retail store on the site which enhanced the sales
price. That store is leased at $9,520 per month triple net with 7 years
remaining. Extraction of retail portion value indicates $800,000 based on
capitalization of lease income for 7 years plus reversion on the Blockbuster
lease. Residual to the Motel is $3,400,000 or $45,945 per unit and $110.32 per
square foot.


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56 SW Elizabeth, Newport, OR
- ----------------------------


                              COMPARABLE SALE NO. 5

                                 [PHOTO OMITTED]

<TABLE>
<CAPTION>
<S>                     <C>                             <C>             <C>
ADDRESS:                Westcoast Gateway Hotel         GRANTOR:        Gateway Hotel LP
                        18415 S. Pacific Highway        GRANTEE:        Patriot American Hospitality
                        Sea-Tac, WA
DESCRIPTION:            Six-Story, good quality Class   DOCUMENT #:     7110-407
                        B hotel w/ restaurant, lounge   MKTG.TIME::     N/A
                        Pool and spa amenities.         ROOM CT.:       145
YEAR BUILT:             1990                            SALE PRICE:     $ 11,218,164
LOT SIZE:               71,165 SF (1.63 Acre)           SALE DATE:      March, 1996
CONDITION:              Good                            TERMS:          Cash Equivalent
QUALITY:                Average-Good                    CLASS:          Limited service, upper tier
BUILDING AREA:          59,074 SF                       GROSS INCOME:          N/A
LAND:BLDG RATIO:        1.20:1                          NET INCOME:            N/A
PRICE/SF:               $189.90                         OVERALL RATE           N/A
PRICE/UNIT:             $77,367                         GRM:                   N/A
</TABLE>

COMMENTS: This property is located adjacent to the Sea-Tac International
Airport. It has one of the best proximity of the hotels along Pacific Highway.
Constructed of good quality Class B materials. Part of a five property portfolio
sale which included 3 Seattle properties, 1 in Wenatchee, and 1 in California.
Unable to obtain operating data to extract OAR, or revenue/expense ratios.


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56 SW Elizabeth, Newport, OR
- ----------------------------


                              COMPARABLE SALE NO. 6

                                 [PHOTO OMITTED]

<TABLE>
<CAPTION>
<S>                     <C>                         <C>             <C>
ADDRESS:                Best Western Southcenter    GRANTOR:        United States National Bank
                        15901 W. Valley Highway     GRANTEE:        Wen & Liu
                        Tukwilla, WA
DESCRIPTION:            Three-story and one-story   DOCUMENT #:     95-3311394
                        wood frame structures,      MKTG.TIME::     N/A
                        restaurant, pool & spa      No Of Units:    147
YEAR BUILT:             1986                        SALE PRICE:     $5,500,000
LOT SIZE:               262,749 S.F.                SALE DATE:      March 31, 1995
CONDITION:              Average                     TERMS:          Cash Equivalent
QUALITY:                Average
BUILDING AREA:          91,618 S.F.                 GROSS INCOME:              N/A
LAND:BLDG RATIO:        2.87 :1                     NET INCOME:                N/A
PRICE/SF:               $60.03                      OVERALL RATE               N/A
PRICE/UNIT:             $37,415                     GRM:                       N/A
</TABLE>

COMMENTS: This property is regarded as the limited service hotel facility in the
Seattle-Tacoma market area. Located near Freeway across the street from newer
Embassy Suites and north of Residence Inn Hotel in a suburban location. Unable
to obtain operating data to extract OAR, or revenue/expense ratios.


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56 SW Elizabeth, Newport, OR
- ----------------------------


DIRECT COMPARISON APPROACH (Continued)

To compare the relevant sales to the subject property, consideration has been
given to such factors as financing, market conditions, conditions of sale and
physical and economic characteristics such as location, quality of the
improvements, age and condition of the improvements, overall size and property
operation levels.

Property Rights Conveyed

This adjustment considers the differences in legal status (interest) between the
subject property and the comparable sales. Specific interests convey different
types of rights in a property that affect value. Property rights can be defined
as fee simple, leased fee and leasehold interests. All the sales used were fee
simple estates and no property rights adjustments are necessary.

Financing Adjustment

Typical income producing property sales transactions involve some combination of
mortgage financing and cash (or equity) transfer. Knowledgeable investors are
aware that the use of mortgage financing will have an effect on the yield to
equity funds. The careful structuring of the mortgage and equity components of a
transaction may produce higher returns to the equity position than the overall
return to the property (positive leverage). This process can work in the
opposite direction when the rate paid for mortgage funds exceeds the overall
rate produced by the property (negative leverage). When the terms of the sale
are atypical, the result may be a price that is higher or lower than that of a
normal market transaction. In this analysis, it is assumed that the subject is
expected to sell for cash or with the prevalent institutional financing terms
available.

The comparable sales have been reviewed in reference to their financing and
typically involved normal or large down payments with the balance typically
financed by the seller or major lending institutions at prevailing long term
rates. No secondary financing was of any particular advantage and was not
considered to affect the sale prices. Based on an analysis of the financing
terms of the comparable sales, no adjustments were required and the sales are
all cash equivalent.

Conditions of Sale

The comparables were reviewed for their conditions of sale surrounding the
transactions. Sale 4 has a retail store on site that is estimated to contribute
approximately $800,000 which results in an adjusted price to the hotel property
of $3,400,000 or $45,945 per room. Sale 5 sold to the same buyer as part of a 5
property portfolio sale. However, the prices were established for each of the
sale properties separately and no adjustment is necessary. The other sales are
not considered to require any conditions of sale adjustments since the sales
prices were all based on market value with no unusual conditions surrounding the
transactions.


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56 SW Elizabeth, Newport, OR
- ----------------------------


DIRECT COMPARISON APPROACH (Continued)

Market Conditions

The next adjustment to the comparables is to determine any change in value
associated with the passage of time. Due to changes in market conditions between
the date of sale and the date of valuation, an adjustment must be made to
compare the comparable sale to the subject. Changes in the market conditions
often result from various causes such as inflation, deflation, changing demand
or supply and changes in the general economy. It is noted that the adjustment is
not for the passage of time itself, but for the changes in market conditions
that have occurred over the time period in question. The best indication of
value change over time is the sale and resale of the same property. The sales
used occurred between mid 1994 and mid 1996, under similar market conditions as
exist for the subject valuation. No market conditions adjustments are warranted.

Locational, Quality, Age and Condition and General Adjustments

The sales used indicate a range between $60.32 to $189.90 per square foot. They
range between $37,415 to $77,367 per unit. The sales occurred between June 1994
and June 1996 and are the best available sales comparables for use in comparison
to the subject property due to their generally similar physical and economic
characteristics.

It is noted here that we reviewed several motel/hotel sales in the local market
area which occurred in the past two years and found most to have sold at prices
below the low end of the above range. Many of those properties are locally
oriented, poorly performing properties which did not represent viable investment
alternatives to the subject and thus they were not included in our analysis. We
had to broaden our search to a regional market since we considered the subject
property to have a regional investment and market appeal. While the sales used
are not direct comparables to the subject property, generally being in urban
locations and larger market areas, they are the best indicators of the subject's
value due to its economic and market characteristics which are more similar to
the sales used than to local sales, and due to its regional identity as part of
the regional chain with a good reputation and an established guest following.

Since the validity test for all adjustments in the sales comparison approach is
what the market reaction to differences will be, we conclude that the market's
reaction to one property over another is ultimately reflected in its stabilized
operating performance. Market preferences for dozens of amenities and
characteristics including neighborhood/location, pool/spa's, exercise rooms,
restaurants, shuttle services, continental breakfasts, free movie channels etc.
are all expressed in the economic productivity of the going concern. The better
the amenity mix the more the property generates. Conversely, if the operations
and facilities fail to meet local standards and customer preferences, this will
be reflected in a lower economic performance.


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56 SW Elizabeth, Newport, OR
- ----------------------------


DIRECT COMPARISON APPROACH (Continued)

Therefore, individual adjustments for property characteristics are not even
attempted here. Developing statistical correlation to determine the relative
contribution to total property value of various amenities or locational
characteristics would become absurdly complex. Instead we focus on the range of
values indicated on a per unit basis and on the value indicators that indicate
economic productivity and return potential. These are the gross revenue
multiplier (GRM) and the overall capitalization rate (OAR).

Gross Revenue Multipliers

We were careful to select our primary comparable sales from within the general
region of the subject property where similar economies and social factors impact
value. However when we attempted to verify income and operating expense
information for the sales referenced herein we were only able to confirm data
for two of the six sales profiled here. This is simply too small a sampling to
develop reliable GRM and OAR indicators for estimating values through the Sales
Comparison Approach. Therefore we have summarized these sales together with four
other supplementary sales for which income/expense data and GRM/OAR indicators
could be extracted and verified. These sales are summarized on the table on the
previous page.

These sales represent a broader cross-section of hotel properties encompassing
limited and full service properties, and include some middle and upper tier
market operations. The best GRM value indicators for the subject property are
indicated by Sale Nos. 1 through 4 which suggest GRM's in the mid 3 to low 4
range. The subject is unique in its location and prominence within its market
area. Being a resort property with ocean side influences and with positive
market changes in nearby Lincoln City which introduced a luxury hotel and casino
this year the subject should command a multiplier approximately 20 percent above
the high end of the data. We have estimated a GRM of 5.0 as applicable to the
subject property which indicates a value of:

                             $3,736,918 GRM x 5.0 =       $18,684,590

                             Rounded                      $18,685,000

Value Per Unit

Recognizing that these indicators yield somewhat divergent values, we must point
out that without a highly detailed, multi-factorial quantitative adjustment
process, the sales comparison approach is going to yield the most divergent
array of value indicators of the three approaches. Attempting to apply
"reasonable" adjustments injects so much subjectivity into the analyses that we
conclude the principal benefits of the direct sales comparison approach are
diagnostic rather than projective. They may reveal operating, economic and
functional anomalies of the subject property but in the end prove marginal at
actually predicting value.


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<PAGE>

                            ------------------------
                            SUPPLEMENTAL HOTEL SALES
                            ========================

<TABLE>
<CAPTION>
================================================================================================================================
                                    Date of    Year   Building      No of      Gross                      Sale           Price/ 
No.      LOCATION                    Sale      Built    Area        Units     Revenue          NOI        Price          Sq. Ft.
================================================================================================================================
<C>   <S>                           <C>        <C>     <C>          <C>    <C>           <C>           <C>              <C>     
1     Comfort Inn                   May-95     1990     30,740       58      $685,540      $288,000     $2,800,000       $91.09 
      13207 NE 20th Avenue
      Vancouver, WA

2     Capital Inn/Days Inn          Jan-95     1990     29,949       81      $778,745      $373,765     $3,320,000      $110.86 
      120 College Street                                                                                                        
      Lacey WA                                                                                                                  
                                                                                                                                
3     Quality Inn                   Oct-95     1977/86  29,200       73      $685,200      $293,760     $2,625,000       $89.90 
      1545 NE Burnside                                                                                                          
      Gresham OR                                                                                                                
                                                                                                                                
4     Comfort Inn                   Jun-96     1992     34,000       64      $804,825      $310,628     $2,600,000       $76.47 
      8855 SW Citizens Drive                                                                                                    
      Wilsonville OR                                                                                                            
                                                                                                                                
5     Ameritel Inn                  Jun-96     1991     48,966       94    $1,652,218      $823,838     $6,110,000      $124.78 
      Confidential                                                                                                              
                                                                                                                                
6     Bellevue Hilton               Aug-95     1979    122,369      180    $3,945,000    $1,107,000    $12,300,000      $100.52 
      100 112th Street NE                                                                                                       
      Bellevue WA                                                                                                               
                                                                                                                                
                                               Mean:                                                                     $98.93 


<CAPTION>
=============================================================
                                    Price/
No.      LOCATION                    Unit      GRM      OAR
=============================================================
<C>   <S>                           <C>        <C>    <C>   
1     Comfort Inn                   $48,276    4.08    10.29%
      13207 NE 20th Avenue
      Vancouver, WA

2     Capital Inn/Days Inn          $40,988    4.26    11.26%
      120 College Street                               
      Lacey WA                                         
                                                       
3     Quality Inn                   $35,959    3.83    11.19%
      1545 NE Burnside                                 
      Gresham OR                                       
                                                       
4     Comfort Inn                   $40,625    3.23    11.95%
      8855 SW Citizens Drive                           
      Wilsonville OR                                   
                                                       
5     Ameritel Inn                  $65,000    3.70    13.48%
      Confidential                                     
                                                       
6     Bellevue Hilton               $68,333    3.12     9.00%
      100 112th Street NE           
      Bellevue WA                   

                         Mean:      $49,863    3.70    11.19%
</TABLE>

      Unadjusted Ranges:            $76.47      to      $124.78 /Sq.Ft. 
                                   $35,959      to      $68,333 /Unit   
                                      3.12      to         4.26 GRM     
                                     9.00%      to       13.48% OAR


                                                                              80
<PAGE>

56 SW Elizabeth, Newport, OR
- ----------------------------


DIRECT COMPARISON APPROACH (Continued)

The primary sales comparables most similar to the subject in geographic
proximity, size, type of operation and age are Sales Nos. 1, 2, 4, and 6. These
sales suggest values in the mid 40,000's per unit. However, these properties are
priced at a lower daily rate and achieve lower occupancies which requires us to
be above that range. Sale Nos. 3 and 5 indicate a value range of $70,000 and
$77,367 per unit and still represent inferior properties. The subject is unique
in it's location and prominence within its market area. Being a resort property
with ocean side influences and with positive market changes in nearby Lincoln
City which this year opened a luxury hotel and casino, the subject should
command a price per room well above the prices indicated by the sales data. We
conclude on a value of $100,000 per room or:

                   179 Units @ $100,000 per Unit = $17,900,000

                             Conclude @ $18,000,000

Correlation of Value

The two units of comparison applied indicate a range of value for the subject
property between $18,685,000 and $18,000,000. We have selected a value
indication at the middle of the two indications, as follows:

                            Conclude        $18,500,000
                                            ===========


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56 SW Elizabeth, Newport, OR
- ----------------------------


                                 INCOME APPROACH

The Income Approach is premised upon the principle of anticipation which holds
that value is determined by the present worth of the anticipated future
benefits. These benefits in the case of an income producing property are the net
cash flows, the reversion at the end of the holding period, and the inherent tax
benefits afforded an owner of income property.

In this approach, the value is estimated by the capitalization of the expected
future net income. Capitalization is the process of converting an income stream
into a single capital value. This is the amount that a prudent, typical informed
purchaser would pay as of the valuation date for the right to receive the
forecast net income over the specific period.

In order to make relatively accurate income and expense projections for the
subject property, we have relied on the subject's actual operating history for
the past three years, plus the trailing 12 months ended August 1996. We also
relied on market conditions, lodging industry reports and our survey of lodging
competition in the subject's area. We also analyzed local industry trends from
Star Reports as prepared by Smith Travel Research.

As a part of our analysis to develop the potential gross income of the subject,
the appraiser has conducted a survey of hotel facilities considered to be
competitive with the subject property. The survey focused on hotels which are
considered to be primary competition to the subject. These hotels are summarized
on the following page.


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56 SW Elizabeth, Newport, OR
- ----------------------------


                          SUMMARY OF COMPETITIVE HOTELS

                                NO OF          RACK
NO.   LOCATION                  ROOMS          RATE                    COMMENTS
- --------------------------------------------------------------------------------
1.    Hallmark Resort           155            $139 - $165 King Spa
      SW Elizabeth Street                      $119 - $149 Double Queen
      Newport, OR

The Hallmark Resort/Best Western is located immediately south of the subject
property consisting of 103 units constructed in the early 1970's, with 52 units
added recently. The new units have fireplaces, mini-galley's, TV with video
player, microwave ovens, refrigerators and good quality furniture. The original
units are standard motel units in good condition. There is an indoor pool and
gift shop. King rooms have spas. There is no on-site restaurant. Occupancy has
ranged from 45% to 50% on an annual basis. The addition of rooms has resulted in
lower overall occupancy rate due to initial absorption and stabilization.

2.    Shilo Inn                 248            $89 - $154 Queen and King Rooms
      1501 NW 40th Place                       $179 - $244 Queen and King Suites
      Lincoln City, OR

The Lincoln City Shilo Inn is a full-service resort on the beach. It is located
within the confines of the Lincoln Star Resort complex and includes 61 oceanview
deluxe suites. There is a remodeled restaurant and lounge, with banquet and
convention facilities for up to 700 people. Most of the units have ocean view.
Access to the beach is good. The deluxe suites are equipped with fireplaces,
microwaves, refrigerators and wet bars. This facility has experienced stable
occupancy ranging from 56% to 60% over the past five years. The opening of the
new Chinook Winds Casino, located within walking distance of this hotel, has
stabilized occupancy near 60%.

3.    Inn At Spanish Head       120            $99 - $109  Standard room
      SW Highway 101                           $128 - $138  Studio
      Lincoln City, OR                         $168 Suite

The Inn at Spanish Head is a full-service hotel with restaurant, lounge, outdoor
heated pool, cable TV, in-room coffee. The overall quality and condition is
considered to be similar to slightly inferior to the subject. This is an
oceanfront site with each unit having an unobstructed ocean view. It is
estimated that occupancy averages 50% on an annual basis. Specific information
was not available, however its location and lack of current expected amenities
will likely diminish its market share.


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


SUMMARY OF COMPETITIVE HOTELS (continued)

4.    Salishan Resort           205            $109 -$236  Queen and King
      Highway 101                              $295 - $395  1 bedroom suite
      Gleneden Beach, OR                       $450 - $575   2 bedroom suite

The Salishan Lodge is part of the Salishan resort complex and features three
unit types, plus two large suite-types. The units range from $109 - $236,
depending upon type and season. 1 bedroom suites range from $295 to $325 and
2-bedroom suites range from $450 to $575. Salishan is a destination resort with
golf, tennis, swimming pools, hiking and bike paths, as well bay and ocean view.
There is a restaurant and lounge, as well as convention facilities. In-room
amenities include fireplaces, coffee, fireplaces and VCR's. Salishan is a
year-around resort which books many conventions and meetings, resulting in above
average occupancy for a coastal property. It is estimated that occupancy
averages 55% to 60% on an annual basis in the Lodge.

5     Subject-Shilo Inn         179            $100 - $130 Double Queen and King
      SW Elizabeth                             $179 - $200 Small Suite
      Newport, OR                              $375 - $395   One Bedroom Suite

The Newport Shilo Inn is a full service destination resort facility with two
restaurants, lounge, sports bar, two indoor pools, steam room, sauna, exercise
room, convention center. Each room has a video player, microwave, refrigerator,
hair dryer and coffee maker. The units have been recently renovated and are in
very good condition. Occupancy has ranged from 52% to 54% over the past four
years. Occupancy was below this rate in 1995 when renovation was taking place.
Due to local area attractions and completion of renovation, it is anticipated
that occupancy will increase to near 60%. Average daily rates have increased
from $78.42 to $103.00 over the past five years.


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536 SW Elizabeth, Newport, OR
- -----------------------------

                             COMPETITIVE HOTELS MAP

                                [GRAPHIC OMITTED]


                                                                              85
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536 SW Elizabeth, Newport, OR
- -----------------------------

                             COMPETITIVE HOTEL NO. 1

                                 [PHOTO OMITTED]


                             COMPETITIVE HOTEL NO. 2


                                 [PHOTO OMITTED]


                                                                              86
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536 SW Elizabeth, Newport, OR
- -----------------------------

                             COMPETITIVE HOTEL NO. 3

                                 [PHOTO OMITTED]


                             COMPETITIVE HOTEL NO. 4

                                 [PHOTO OMITTED]


                                                                              87
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- ----------------------------


                           COMPETITIVE MARKET OVERVIEW

The subject property is located in a steadily developing area with strong
tourist interest, diversified economy and increasing population base. Tourism
and recreation are becoming increasing important in the growth and development
of the local area. The Newport area is the anchor for the Central Oregon Coast
tourism and as a transient location for regional tourism. This area is also the
commercial and service center for much of the Central Oregon Coast. Tourism
comprises a steadily growing section of the local economy. The opening of the
Oregon Coast Aquarium, the Hatfield Marine Science Center and the arrival of
Keiko the Killer Whale, has resulted in an influx of interested tourists from
all over the State, as well as the West Coast. It is also important to recognize
that the area attractions have experienced increased visitors over the past few
years. The Newport Performing Arts Center, as well as other area attractions
provide year-around activities.

There are few competitive hotels/motels in the local area. The adjacent Hallmark
Resort/Best Western has added new rooms. A new 59-unit Ashley Inn is now under
construction near the Oregon Coast Aquarium. The Newport Hotel is located in the
north section of the city with ocean view and beach access. However, this
facility has been poorly managed and poorly maintained over the years. None of
these facilities are full-service resorts, nor can they accommodate banquets and
conventions. Because of these factors, the subject property is the only facility
in the Newport area to provide the amenities and services to attract this
growing market segment.

There are a few facilities located within a 20 mile drive to the north and
south, which provide some of the services and amenities of the subject. The
Lincoln City Shilo Inn is a full-service, destination resort located
approximately 20 miles north. This facility has benefited recently by the
completion and opening of the Chinook Winds Casino. The opening of this casino
has resulted in less-drastic seasonal occupancy swings, similar to the result of
the local Aquarium and Keiko. Salishan Lodge is located south of Lincoln City
and provides a resort setting and full-service accommodations. This development
also has convention facilities, golf course, recreational facilities and other
amenities expected in a destination resort.

Analysis of these facilities indicates that typical occupancy is at its highest
during the summer months. The older motel facilities exhibit occupancy rates
ranging from 50% to 55% on an annual basis. The full-service Lincoln City Shilo
Inn, Salishan Lodge, Adobe Inn in Yachats and a few other comparable facilities
is estimated in the 55% - 65% range. A review of the actual occupancy of the
subject property indicates a stable 54% to 60% on an annual basis, with a daily
average room rate increasing from $78.48 in 1992 to $99.65 as of August 1996.
The subject property is in excellent condition and has an on-site restaurant,
with good access to the Pacific Ocean and Highway 101. These factors set the
subject apart and above the competition. Because of these factors the subject
property has enjoyed a higher-than-average daily rate compared to other lodging
facilities in this segment of the market. This is supported by the actual
increase in occupancy and room revenue over the past several years. In view of
these factors, it is our conclusion that the subject property will continue to
maintain its place in the upper segment of the Newport lodging market. It is
unlikely that additional development will compromise this position, given the
subject diversity of rooms, amenities, its ocean frontage, access to Highway
101, proximity to Oregon Coast Aquarium, as well as area attractions.


                                                                              88
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<PAGE>

- --------------------               SHILO INN                  ------------------
# of Rooms      179             536 SW Elizabeth              Remodeled  1995-96
- --------------------               Newport, OR                ------------------
- ----------------------------
Building Area     106,100 sf
- ----------------------------
                    ---------------------------------------
                    RECONSTRUCTED HISTORICAL OPERATING DATA
================================================================================

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                                                                    
                                    1993                              1994                               1995                       
====================================================================================================================================
Occupancy Rate                      53.00%                            52.00%                             43.00%                     
Average Room Rate                   $82.00                            $85.03                             $94.17                     
- ------------------------------------------------------------------------------------------------------------------------------------
REVENUES                                     % Total  Per Room                 % Total  Per Room                  % Total  Per Room 
                                             -------  --------                 -------  --------                  -------  -------- 
<S>                             <C>           <C>      <C>        <C>           <C>      <C>         <C>           <C>      <C>     
  Room Rentals                  $2,851,425     92.8%   $15,930    $2,885,634     94.1%   $16,121     $2,637,678     93.2%   $14,736 
  Restaurant                       128,075      4.2%      $716       131,571      4.3%      $735        121,163      4.3%      $677 
  Telephone                         30,972      1.0%      $173        32,015      1.0%      $179         48,781      1.7%      $273 
  Other Income                      60,626      2.0%      $339        16,605      0.5%       $93         23,620      0.8%      $132 
- ------------------------------------------------------------------------------------------------------------------------------------
Total Revenue                   $3,071,098    100.0%   $17,157    $3,065,825    100.0%   $17,128     $2,831,242    100.0%   $15,817 

EXPENSES
Departmental Expenses
  Rooms Department                 443,621     14.4%    $2,478       462,988     15.1%    $2,587        432,148     15.3%    $2,414 
  Food & Beverage                    9,690      0.3%       $54         9,381      0.3%       $52         14,490      0.5%       $81 
  Telephone                         17,713      0.6%       $99        18,608      0.6%      $104         18,837      0.7%      $105 

Undistributed Operating Expenses
  Administrative & General          86,758      2.8%      $485        81,174      2.6%      $453         98,103      3.5%      $548 
  Management                       153,555      5.0%      $858       153,291      5.0%      $856        141,562      5.0%      $791 
  Marketing                        192,294      6.3%    $1,074       202,900      6.6%    $1,134        205,489      7.3%    $1,148 
  Utilities                        117,618      3.8%      $657       132,982      4.3%      $743        111,673      3.9%      $624 
  Property Operations
    & Maintenance                  105,719      3.4%      $591       125,587      4.1%      $702        105,715      3.7%      $591 
  Capital Expenditures              21,118      0.7%      $118        36,314      1.2%      $203         82,815      2.9%      $463 
  Miscellaneous                      1,765      0.1%       $10         2,530      0.1%       $14          2,018      0.1%       $11 

Fixed Charges
  Property Tax & License           132,416      4.3%      $740       123,654      4.0%      $691        122,100      4.3%      $682 
  Insurance                         19,098      0.6%      $107        20,493      0.7%      $114         22,298      0.8%      $125 
- ------------------------------------------------------------------------------------------------------------------------------------
Total Expenses                  $1,301,365     42.4%    $7,270    $1,369,902     44.7%    $7,653     $1,357,248     47.9%    $7,582 

NET OPERATING INCOME            $1,769,733     57.6%    $9,887    $1,695,923     55.3%    $9,474     $1,473,994     52.1%    $8,235 
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


================================================================
                                 Trailing 12
                                 Months 8/96
================================================================
Occupancy Rate                        54.00%
Average Room Rate                     $99.65
- ----------------------------------------------------------------
REVENUES                                       % Total  Per Room
                                               -------  --------
  Room Rentals                    $3,463,795     94.6%   $19,351
  Restaurant                         133,555      3.6%      $746
  Telephone                           38,713      1.1%      $216
  Other Income                        26,149      0.7%      $146
- ----------------------------------------------------------------
Total Revenue                     $3,662,212    100.0%   $20,459

EXPENSES
Departmental Expenses
  Rooms Department                   500,063     13.7%    $2,794
  Food & Beverage                     15,098      0.4%       $84
  Telephone                           16,536      0.5%       $92

Undistributed Operating Expenses
  Administrative & General            95,369      2.6%      $533
  Management                         183,111      5.0%    $1,023
  Marketing                          201,506      5.5%    $1,126
  Utilities                          115,699      3.2%      $646
  Property Operations
    & Maintenance                    120,890      3.3%      $675
  Capital Expenditures                54,970      1.5%      $307
  Miscellaneous                        1,801      0.0%       $10

Fixed Charges
  Property Tax & License             128,585      3.5%      $718
  Insurance                           22,618      0.6%      $126
- ----------------------------------------------------------------
Total Expenses                    $1,456,246     39.8%    $8,135

NET OPERATING INCOME              $2,205,966     60.2%   $12,324
- ----------------------------------------------------------------


                                                                              89
<PAGE>

56 SW Elizabeth, Newport, OR
- ----------------------------


INCOME APPROACH (Continued)

Occupancy and Room Revenue Estimates

The subject's reconstructed historical operating summary, as provided by the
Shilo Inn, is located on the previous page. Occupancy changed from 53 percent in
1993 to 52 percent in 1994, to 43 percent in 1995 while the property was under a
major remodel, and has recovered to 54 percent for the trailing 12 months. The
1995 remodel is now complete and occupancy has increased to stabilized and
market level. The average daily room rate has increased from $82.00 in 1993 to
$99.65 in 1996. We expect the subject property to maintain operations within the
current range of the subject in 1996 and with the market for the foreseeable
future.

The Smith Travel Research report located in the addenda indicates that occupancy
market wide was 62.8 percent in 1993, 61.4 percent in 1994, 61.6 percent in 1995
and is achieving 65.4 percent in the first nine months of 1996. The average
daily rates have similarly remained stable from $53.44 in 1993 to $56.50 in
1996. The ADR reflect several properties in Western Oregon and include many
lower tier and non resort properties making the ADR comparison of minimal
importance.

Based on our analysis of the competitive market area and the subject's
operations, it is our opinion that the subject will achieve an occupancy rate of
54 percent in 1997 and increase to typically historic levels of 55 percent per
year for the duration of the analysis. An average daily rate of $100.00 for year
one, projected to increase at an annual rate of 3 percent per year.

Other Revenues

Other revenues include telephone income, estimated at 1.3 percent of room
revenues; Restaurant revenue is estimated at 3.70 percent of room revenue based
on historical trends which ranged from 3.6 to 4.3 percent in the past four
years; and other income such as that from vending machines and similar items, is
estimated at 0.70 percent of room revenues. The subject's history is the best
indicator of these revenue.

EXPENSE ANALYSIS

In addition to the subject's actual historical operating data, previously
presented, we have reviewed expense data as reported in Trends by PKF
Consulting, and Star Travel Research which are both located in the addenda.

Departmental Expenses - Rooms

Room expenses include salaries, wages, payroll taxes and fringe benefits for
front desk staff and housekeeping personnel; general hotel expenses (excluding
franchise fees); guest room supplies; cleaning supplies; laundry, linen;
reservations/booking expenses; travel agent commissions; and numerous other
small expense categories. PKF industry standards indicate a range from $3,166 to
$3,950 per room. Star Research reports rooms department expenses to range from
$3,208 to $4,432. The subject's reconstructed historical data indicates a range
from $2,414 to $2,794 per room. The subject is operating at stable and
consistent levels which are below industry averages. We have projected $2,750
per room for departmental room expense which is similar to the subject's actual
historical performance.


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<PAGE>

56 SW Elizabeth, Newport, OR
- ----------------------------


INCOME APPROACH (Continued)

Telephone

Telephone expenses include monthly service charges, local and long distance
charges billed by the phone company. The subject property utilizes a discount
rate long distance provider which bills in six second increments, and offers
discounted long distance rates. Although the ratio of phone revenues to expenses
are in line with the industry standard at about 2:1, these operations comprise a
small percentage of revenue. We have utilized an expense ratio of 50 percent of
telephone revenues based on historical data.

UNDISTRIBUTED OPERATING EXPENSES

These expenses reflect the expenses and fixed overhead items which are not
attributable to any specific activity or profit center but are required to
maintain the going concern operation. These include Administrative and General
Expenses; Franchise Fees; Marketing and Guest Entertainment costs; Property
Operation and Maintenance Costs; Energy / Utility Costs and miscellaneous other
unallocated departmental costs.

Administrative and General

These expense items include: administrative staff salary/wages, payroll taxes
and benefits; bookkeeping and accounting; vehicle expenses; credit card
commissions; office supplies; printed materials; postage; professional and legal
fees; contract security; and owner/manager travel expenses, and bad debt
write-offs. PKF reveals that industry standards for administrative and general
expenses in the two property categories we compared the subject to ranged from
7.8% to 9.0%. Smith Travel indicates this expense to range from 9.1% to 9.4% for
the subject's categories. The subject expended between 2.6% and 3.5% for G&A
over the past four years. We conclude that the most subject's actual experience,
with some consideration to industry averages, is the best indicator of this
expense and have selected 3.0% for our projections.

Management Fees

The subject property is owner operated and the primary compensation paid to the
owner managers comes in the form of profit distributions. A portion of the
executive management compensation is also accounted for in Administrative
salary/wages which are also somewhat below industry averages by several
measures. A typical market derived management fee for an operation such as the
subject should run at least 3.0%-5.0% according to most reliable sources. PKF
industry standards indicate a range for management of 2.8% to 3.1%. Smith Travel
indicates 2.8% to 3.8% for management expense in the subject's categories. The
subject has a 5 percent internal accounting management fee. We have utilized a
management fee of 5.0 percent for our projections which is above industry
standards.


                                                                              91
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<PAGE>

56 SW Elizabeth, Newport, OR
- ----------------------------


INCOME APPROACH (Continued)

Franchise and Marketing Expense

Franchise and marketing expense includes charges for regional or national chain
affiliations or franchise, expenses for advertising, promotional literature and
activities. Historically the subject has expended between 5.5% to 7.3% for
advertising and there is no franchise fee since the subject is company owned.
PKF industry standards indicate advertising expense to range from 3.7% to 3.9%
and franchise fees to range from 0.9% to 1.9%. Smith Travel indicates 3.7% to
6.6% for advertising and 1.7% to 3.5% for franchise fees. Despite the current
level of the subject's expenditures, we used the industry standards for our
projections, since we look at typical owner requirements rather than Shilo's
actual corporate profile. We have utilized a rate of 3.0% for franchise and 5.0%
for marketing, for a total of 8%, based on our estimate of the appropriate costs
for the subject property to continue to perform at current levels.

Energy / Utility Costs

Expenses in the Energy/Utility category are highly consistent over the previous
four years of operation. We note that the Pacific Northwest has the lowest
energy costs of any region of the US because of the relative abundance of
hydroelectric power. The subject has expended between 3.8 to 4.3 percent in
utility expenses in the past four years. PKF industry standards indicate a range
from 3.9 to 5.0 percent and Smith Travel indicates a range from 4.8% to 6.3%. We
have utilized 3.3 percent for our analysis based on the subject's historical
data.

Property Operations and Maintenance

This category includes automotive maintenance; Building expenses; computer
equipment and software systems; Copy Machine/Fax machine maintenance;
maintenance contracts; grounds maintenance; painting and decorating; swimming
pool/spa maintenance contracts; TV repairs; tools and other miscellaneous
expenses. The subject has historically spent between 3.4 and 4.1 percent for
repairs and maintenance which includes some capital improvements expenses. PKF
industry standards indicate a range from 4.5 to 6.2 percent and Smith Travel
indicates 4.2% to 5.2% for this item. We have utilized a rate of 3.0 percent
based on the subject's most recent historical data and industry standards.

FIXED CHARGES

Property Taxes

According to the county assessor, the subject's current property taxes are
$133,000. Taxes are based on six year cycle assessments with annual adjustments
by the assessor. A sale does not trigger a reassessment. We expect future
assessment increases to be in line with historical increases. Property taxes for
the subject property are estimated at $135,000 in our projections to account for
personal property taxes.


                                                                              92
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<PAGE>

56 SW Elizabeth, Newport, OR
- ----------------------------


INCOME APPROACH (Continued)

Property Casualty Insurance

Insurance has been consistent during the last four years between 0.6 and 0.8
percent of total revenue which is slightly below the 1.0% to 1.2% level
suggested by the industry standard data. A one year premium for fire and
extended coverage and liability has been estimated at 0.65 percent. Industry
averages are above the actual history of the subject but these are a general
indicator overall, highly dependent on location and negotiations. In the final
analysis we relied on the subject's history.

Replacement Reserves

The short-lived building components and equipment which require replacement and
for which a reserve account should be set up consist of roof covering, floor
covering, draperies, water heaters, air conditioning systems and other
mechanical systems servicing the buildings and other capital expenditures. Since
these expenses are bound to occur, we have accounted for this expense item as a
percentage of total revenue. Some of the replacement items are included in
normal maintenance, supplies and room expense items.

The International Society of Hospitality Consultants released a comprehensive
study in 1995 which examined historical industry-wide CapEx expenditures for the
10 year period from 1983 through 1993. The study, funded by 16 high profile
national and international hospitality management companies, lenders and hotel
operators concluded that the historical convention of reserving only 2%-3% of
gross revenues was inadequate for funding the actual capital outlays required to
maintain a property in a typically competitive market. They concluded that
capital expenditures for limited service properties averaged 3.7%.

They also noted that CapEx expenditures increased significantly as a hotel ages
with a spike every 7 to 9 years when major renovations of guest rooms and public
areas are required. They pointed out that properties in their survey data built
before 1981 averaged CapEx outlays of 9.6% of annual gross revenue. What this
clearly reveals is that historical reserves have been grossly underestimated and
have caused financial distress for both financiers and operators of hotel
properties. The bottom line of the study is that properties over 7 to 8 years
old, and certainly those over 10 years old will require reserves of roughly 2.5
times to 3.0 times the traditionally accepted reserve allowance. For upper-tier,
limited service properties and lower-tier, full service


                                                                              93
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<PAGE>

56 SW Elizabeth, Newport, OR
- ----------------------------


INCOME APPROACH (Continued)

Capitalization Analysis

properties this will equate to a total CapEx reserves of 4%-5% at a minimum,
depending on age, method of construction, historical occupancy/use levels and
prior CapEx investment.

We have divided reserves charges into two categories: Furniture, Fixtures &
Equipment and Improvement Reserves. The furniture, fixtures and equipment used
in the operations of the subject property is charged at a rate of 3.0 percent of
total revenue based on industry standards and our estimate of the useful life of
the subject's FF&E. The improvements reserve for replacement expense is
estimated at 2.0 percent of total revenue.

Direct Capitalization: This technique employs the use of an overall rate. This
is an annual percentage rate that expresses the relationship between net
operating income and the present worth of the property. The term overall rate
reflects the fact that the rate incorporates capital appreciation or
depreciation along with a return on net income. The overall rate must represent
what informed, prudent and rational investors are requiring and obtaining for
similar, competitive properties in the current market.

Overall Rate Derivation / Direct Capitalization: The first estimate of value we
develop through the Income Approach is developed with the Direct Capitalization
Technique, which utilizes the overall capitalization rate. This is an aggregated
rate that expresses the relationship between a single year's stabilized net
operating income, and the present worth of the property. The term overall
capitalization rate, or simply, overall rate (OAR), indicates that the rate
encompasses all market derived return requirements including capital
appreciation or depreciation, a baseline return on net income, plus any risk
related return premiums dictated by the market's perception of the risk elements
attendant to ownership and operation. The overall rate should represent the
income to value ratio that typically informed, economically motivated, prudent
and rational investors would require and obtain, when investing in similar,
competitive properties in the current market.

Ideally, the market transactions referenced in the overall rate derivation
should be open market sales of regionally competitive hotel properties, with
generally similar income streams and expense ratios. The summary contained in
the Direct Comparison Approach indicates overall rates derived from only two of
the primary market comparable sales. A Supplemental Summary of Hotel Sales has
also been produced to show the overall rates indicated in a variety of other
hotel sales in a broader survey of the Pacific and Inland Northwest.

The sale of the Bellevue Hilton, which sold in August 1995, indicated an overall
rate of 9.00%. This was the lowest OAR and it could be regarded as anomalous,
relative to the other market indicators and investors surveys compiled by us. We
surmise that the price may have reflected substantial unrealized income
potential or operating economies not superficially obvious from the reported
data.


                                                                              94
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<PAGE>

56 SW Elizabeth, Newport, OR
- ----------------------------


INCOME APPROACH (Continued)

The balance of the supplemental sales suggested OAR's ranging from the low 10 to
high 11 percent except for Supplemental Sale No. 5, the Ameritel Inn, which
reported an OAR of 13.48% Although the price/unit appears to fall within the
range of the other surveyed transactions, the OAR of Sale No. 5 appears well
above the indicated range for a property of it's age, and apparent quality. We
are, therefore, disinclined to emphasize the OAR of this sale as an indicator
for the subject

Capitalization Analysis

National Investor Surveys compiled from a variety of respected industry sources
provide additional insight into investor expectations and underwriting
assumptions which may me relevant to the analysis of the subject. For reader
convenience we have compiled a survey of the surveys which is presented on the
following page. The Korpacz Real Estate Investor Survey, Third Quarter 1996,
indicates the average free and clear equity overall rate for hotel properties is
12.75 percent, as compared to 12.53 percent for the previous quarter and 12.79
percent a year ago.

According to the First Quarter 1996, National Investor Survey conducted by CB
Commercial, going in cap rates for Class A, Full Service Hotel properties ranged
between 8.00% and 12.00% and average 10.30%. Class B, Limited Service Hotels
ranged from 9.00% to 13.00% and averaged 11.30%. Our classification of the
subject as an upper tier Limited service, or lower tier full service hotel
suggests an OAR in the low 11% range.

According to the First Half 1996, Hotel Investment Outlook prepared by Landauer
Hospitality Services, going in cap rates for Class A, Full Service Hotel
properties ranged between 7.00% and 13.00% and averaged 9.75%. Class B, Limited
Service Hotels ranged from 10.00% to 14.00% and averaged 11.55%. Again, our
classification of the subject as an upper tier Limited service, or lower tier
full service hotel suggests an OAR in the low 11% range.

According to TransActions 1995 Recap, published by Hotel Motel Brokers of
America the Mountain Pacific Region had an average overall rate of 12.7 percent
for all hotels and ranged between 9.4 and 14.5 percent. These sales totaled 38
hotels with an average 66 units per hotel. They had an average occupancy of 55.2
% and an average daily rate of $42.68. which is lower than the subject's
operating levels. Nationally the rates ranged from 9.1% to 14.8%, and averaged
11.80% for all HMBA transactions. We observe that HMBA member brokers were
primarily involved in sales of individually owned properties and not the larger
institutional, and multi-property transactions included in the survey results
compiled by the national consulting firms. We think the HMBA transactions may
represent a slightly lower grade of properties than the subject property.


                                                                              95
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<PAGE>

56 SW Elizabeth, Newport, OR
- ----------------------------


INCOME APPROACH (Continued)
Capitalization Analysis

PKF Consulting, one of the most respected names in the hospitality industry
identifies OAR's ranging from 8.00% to 11.30% for Class A properties and an
average of 10.88%. Class B properties range from 8.50% to 14.50%, averaging
11.76%. Their results are consistent with the other industry consultants cited.

OAR Conclusion / Indication of Value

In attempting to select an appropriate OAR for the direct capitalization value
work up for the subject we have considered the following:

o     The subject property is a middle tier, limited-service property defined by
      its franchise flag and has a high level and quality of operations and
      other guest amenities relative to its competitive market.

o     The subject property is 25 years old hotel which is proposed for cyclical
      renovations.

o     The current competitive position of the subject in its market area is
      fairly strong in its niche as new competition will likely be impeded by
      development costs and restrictive market conditions for new development.

Based on these factors, our Direct Sales Comparison Analyses and our survey of
hospitality industry consultants, we conclude that the appropriate OAR for
developing a value estimate for the subject property through the Direct
Capitalization Technique is 10.75%. Dividing the projected stabilized Net
Operating Income by the selected OAR yields an indication of fee simple value
for the going concern operation, as of the current appraisal date in the amount
of:

                                   $18,789,258
                                   ===========

Yield Capitalization / Discounted Cash Flow Analysis

A discounted cash flow analysis has been made on the premise that the value of
the subject property is represented by the present worth of the anticipated
future net income stream. The projected income stream is based on an analysis of
the quality, as well as the quantity and duration, of the income expectancy.
This income stream is discounted to present value using a discount factor and
then added to the present worth of the property reversion. The property
reversion is calculated by capitalizing the net income from the property into an
indication of value using a capitalization rate extracted from the general
market data of similar properties. This value is then discounted to present
worth.


                                                                              96
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<PAGE>

56 SW Elizabeth, Newport, OR
- ----------------------------


INCOME APPROACH (Continued)
Yield Capitalization / Discounted Cash Flow Analysis

In this analysis, we utilize a ten-year discounted cash flow projection which
represents the underwriting convention of the industry. Although we have not
profiled specific survey results we note that the average holding period for
hotel investments, according to at least two national consultants ranges from 6
to 10 years. One source referenced a 6.27 year average holding period in 1995
while the other referenced a 7.1 year average holding period. Ten to eleven
years, the period covered in our analyses, probably represents the outer limits
of what most investors reasonably anticipate as an investment holding period
since profit taking (dispositions) and normal business cycles seem to occur in
rolling five to seven year intervals.

Revenue and Expense Growth Rate

The survey results are self explanatory. We note that the emerging trend among
analysts and underwriters is a very thin but widening margin between income and
expense growth rates, with revenues leading. As this margin widens the positive
impact on value indications becomes geometric, and we think unreliable. As of
the date of this writing, one market watcher suggests that a rate differential
of 12 to 15 basis points represents the current market thinking. We think such
an assumption may be plausible during the early phases of an industry or
national economic recovery when revenue gains do generally exceed expense growth
rates by meaningful margins. Our perception is that strong industry performance
during the last two plus years will breed new competition placing downward
pressure on revenue growth. Nevertheless, industry vendors, subcontractors and
county tax assessors, not wanting to miss out on the "good times" should
continue with healthy price and assessment increases over the next couple years.
We think it prudent, therefore, to project both revenue and expense growth at
the same levels over the long haul. The survey results lead us to conclude on
annual growth factors of 3.00% for both revenue and expenses.

Terminal Capitalization Rate

Our rate selection is based on the survey results previously presented and our
perceptions of the subject property and its competitive position in the local
market. The survey results suggest that terminal capitalization rates generally
exceed the going in rates by 25 to 100 basis points. Utilizing moderate growth
rate assumptions, CapEx reserves, and moderately conservative discount rates (to
be discussed next) leads us to select a terminal cap rate 100 basis points above
the going in rate, or 11.75%.


                                                                              97
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<PAGE>

56 SW Elizabeth, Newport, OR
- ----------------------------


INCOME APPROACH (Continued)
Yield Capitalization / Discounted Cash Flow Analysis

Discount Rate Selection

The discount rate we utilized reflects the long term yield expectations of hotel
market investors, relative to other alternative investment opportunities in the
real estate markets available today. It also reflects current financial market
conditions and the perceived risk, quality and duration of the income stream
anticipated from each prospective investment. The yield rate used in the
Discounted Cash Flow Analysis is anticipatory rather than historical in its
reference point. The rate should consider all benefits and risks attendant to
the ownership and operation of that particular class of income property, and may
also anticipate tax considerations and leveraging issues that non-realty
investments do not. The appropriate rate is that minimum rate that the
individual, institutional or real estate investor considers a minimal acceptable
return on investment over the particular projection period analyzed. It may be
regarded as a hurdle rate, below which, the typical market investor would not
find sufficient returns to justify the investment, given the risks and
responsibilities attendant to that investment.

We have utilized two means of identifying an appropriate discount rate for the
subject property analyses. These are:

o     Survey of investors' acceptable yield rates

o     Capital market returns analysis plus risk rate

The National Investor Surveys previously referenced summarize the return
expectations of institutional and individual investors as they have been
compiled by five of the hospitality industry's most familiar and respected
consultants. Altogether they reveal a typical range of discount rates from 10.0%
to 20.0% with a convergent grouping of averages and medians clustered between
14.00% and 15.00%.

Built up Yield Rates can provide another indication of investors' motivations
and expectations regarding long term equity returns. These may be developed or
"built up" from the bond markets and other long term capital markets. However,
the quality and durability of a real estate income stream, and the marketability
of real property is generally considered less reliable (predictable) than other
capital market investments. Investors may purchase relatively risk free treasury
funds and sell them almost immediately when he or she chooses. Investments in
real estate require additional risk based yield premiums to compensate for their
additional risks and illiquidity. Therefore, one simple technique for estimating
the appropriate yield rate for real estate in general, and hotels specifically,
is to explore the yield relationships between relatively "risk free" investments
and real estate investments.


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<PAGE>

56 SW Elizabeth, Newport, OR
- ----------------------------


INCOME APPROACH (Continued)
Yield Capitalization / Discounted Cash Flow Analysis

According to a market yield rate survey conducted by Real Estate Research
Corporation, the difference in yield rates between real estate and other
selected capital market investments over the last four quarters ranged from 2.4
percent to 5.6 percent. These differences may be regarded as market perceptions
the additional risks and illiquidity premiums required of real estate
investments in general. Comparing yield rates on investment grade real estate to
hotel investments reveals an additional yield rate differential of 1.00% to
3.00% which investors require of management intensive real estate such as
hotels. Hotels are actually much more than real estate operations. They are in
fact going concern business operations which are real estate intensive. The
additional management expertise and risks attendant to such enterprises dictates
another level of yield compensation. The following table shows some recently
published yields on bonds, which are an indication of long term investor's
pre-tax "safe rate" equity yield requirements:

                          Yields on Selected Securities
================================================================================
    Period        Aaa Bonds    Baa Bonds       Treasury      Treasury Securities
                                              Securities         (Five Year)
                                             (Long Term)
- --------------------------------------------------------------------------------
  March 1995        8.12%        8.70%          7.45%               7.05%
- --------------------------------------------------------------------------------
September 1995      7.32%        7.93%          6.55%               6.00%
- --------------------------------------------------------------------------------
  April 1996        6.80%        7.47%          6.05%               5.36%
- --------------------------------------------------------------------------------
    Average         7.41%        8.03%          6.68%               6.14%
================================================================================

Based on the stability of the revenues and potential marketability of the
subject as discussed previously, the discount rate could be reflected as
follows:

        "Risk Free" Capital Market Return Rate:                  8.00% +/-
        Real Estate Risk and Illiquidity Premium:                4.00% +/-
        Hotel-Going Concern Risk based premium:                  1.00% +/-
                                                                ----------

        Total Return Expectation-Going Concern Hotels:          13.00% +/-

Based on the National Investor Surveys, the capital market risk based premium
rationale, and the specific characteristics of the subject property previously
enumerated we conclude the appropriate yield rate (IRR) to be utilized in the 10
year DCF is 13.00%.


                                                                              99
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<PAGE>

56 SW Elizabeth, Newport, OR
- ----------------------------


INCOME APPROACH (Continued)
Yield Capitalization / Discounted Cash Flow Analysis

Net Reversionary Value

The last component we must consider in the long term discounted DCF analysis is
the net reversionary interest in the property. The yield analysis explicitly
assumes full capital recovery at the end of the holding period, which is another
way of saying the sale or disposition of the property. Calculating a net
reversionary value is accomplished through a simple direct capitalization
technique utilizing the projected Year 11 NOI, and an appropriate terminal
capitalization rate. From the direct capitalization value indication we deduct
estimated selling costs, which will include brokers commissions, title costs,
legal costs and escrow fees. This net reversionary value is included in the Year
10 cash flow projections and is identified as the NOI + Reversion in the 10 Year
DCF spreadsheet on the following page.

Discounting the projected operational cash flows plus net reversionary value in
Year 10, by the appropriate yield rate produces an indication of Net Present
Value (NPV) in the amount of:

                                   $19,093,023
                                   ===========

Correlation of Value Indications

The discounted cash flow schedule is located on the following page which
contains the income, expenses, discounting, reversion and direct capitalization.
We have given both indication relatively similar weight. The indicated values
and conclusion of value, of the leasehold estate, via the Income Approach are
summarized below:

            Direct Capitalization - Fiscal 1997 Income - $18,789,258

                   Discounted Cash Flow Analysis - $19,093,023

                               Rounded $18,900,000
                                       ===========


                                                                             100
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James Ratkovich & Associates, Inc.
<PAGE>

                                                                SHILO INN
# of Rooms                                 179                  536 SW Elizabeth
Growth Rate                               3.0%                  Newport OR

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
                                       % Total           1           2            3            4            5            6   
Fiscal Year (12/1 TO 11/30)            Revenue          1997        1998         1999         2000         2001         2002 
=============================================================================================================================
<S>                                    <C>        <C>         <C>          <C>          <C>          <C>          <C>        
Room Nights Available                                 65,335      65,335       65,335       65,335       65,335       65,335 
Number of Occupied Rooms                              35,281      35,934       35,934       35,934       35,934       35,934 
Occupancy Rate                                        54.00%      55.00%       55.00%       55.00%       55.00%       55.00% 
Average Room Rate                                    $100.00     $103.00      $106.09      $109.27      $112.55      $115.93 
- -----------------------------------------------------------------------------------------------------------------------------
REVENUES
Room Rentals                            94.41%    $3,528,090  $3,701,228   $3,812,265   $3,926,633   $4,044,431   $4,165,764 
Telephone                                1.30%        45,865      48,116       49,559       51,046       52,578       54,155 
Restaurant Revenue                       3.70%       138,266     142,414      146,686      151,087      155,620      160,288 
Other Income                             0.70%        24,697      25,909       26,686       27,486       28,311       29,160 
                                      ---------------------------------------------------------------------------------------
Total Revenue                          100.00%    $3,736,918  $3,917,666   $4,035,196   $4,156,252   $4,280,940   $4,409,368 

EXPENSES
Departmental Expenses
 Rooms ($/room/year)                   $2,750        492,250     507,018      522,228      537,895      554,032      570,653 
 Telephone (% of Departmental Income)   50.0%         22,933      24,058       24,780       25,523       26,289       27,077 
                                      ---------------------------------------------------------------------------------------
Total Departmental Expenses             13.8%       $515,183    $531,075     $547,008     $563,418     $580,321     $597,730 

Undistributed Operating Expenses
 Administrative & General                3.0%        112,108     115,471      118,935      122,503      126,178      129,963 
 Management                              5.0%        186,846     195,883      201,760      207,813      214,047      220,468 
 Furniture, Fixtures
  & Equipment Reserves                   3.0%        112,108     117,530      121,056      124,688      128,428      132,281 
 Franchise & Marketing                   8.0%        298,953     313,413      322,816      332,500      342,475      352,749 
 Utilities                               3.3%        123,318     129,283      133,161      137,156      141,271      145,509 
 Property Operations & Maintenance       3.0%        112,108     117,530      121,056      124,688      128,428      132,281 
 Miscellaneous                           0.6%         22,422      23,506       24,211       24,938       25,686       26,456 
                                      ---------------------------------------------------------------------------------------
Total Undistributed Expenses            25.9%       $967,862  $1,012,616   $1,042,995   $1,074,285   $1,106,513   $1,139,709 

Total Expenses Before Fixed Charges     39.7%     $1,483,044  $1,543,692   $1,590,003   $1,637,703   $1,686,834   $1,737,439 
Income Before Fixed Charges             60.3%     $2,253,874  $2,373,975   $2,445,194   $2,518,550   $2,594,106   $2,671,929 

Fixed Charges
 Property Tax & License                  3.6%        135,000     139,050      143,222      147,518      151,944      156,502 
 Insurance                              0.65%         24,290      25,019       25,769       26,542       27,339       28,159 
 Buildings Reserve for Replacement       2.0%         74,738      76,981       79,290       81,669       84,119       86,642 
                                      ---------------------------------------------------------------------------------------
Total Fixed Charges                      6.3%       $234,028    $241,049     $248,281     $255,729     $263,401     $271,303 

NET OPERATING INCOME                    54.1%     $2,019,845  $2,132,925   $2,196,913   $2,262,821   $2,330,705   $2,400,626 
Present Value of Income Stream                     1,787,474   1,670,393    1,522,571    1,387,830    1,265,013    1,153,065 
 Discounted at                         13.00%
Total Present Value of Income Stream                         $12,464,573


REVERSION ANALYSIS
- -------------------------------------
 Eleventh Year Income                             $2,782,984
 Reversion Capitalized @                              11.75%
 Reversion                                       $23,684,969                                      DIRECT CAPITALIZATION
 Less Sales Expense                                     5.0%                                 *******************************
 Net Reversion                                    22,500,720                                 Net Operating Income  $2,019,845
 Discount rate                                        13.00%                                     (1997)
 Present Value of Reversion                                  $ 6,628,450                     Overall Rate              10.75%
                                                             -----------                                          -----------
TOTAL PRESENT VALUE                                          $19,093,023                     Indicated Value      $18,789,258

Concluded Value via Income Approach                          $18,900,000     $105,587 /Room
                                                             ===========


<CAPTION>
- ---------------------------------------------------------------------------------------------------
                                             7            8           9            10           11
Fiscal Year (12/1 TO 11/30)                 2003         2004        2005         2006         2007
===================================================================================================
<S>                                   <C>          <C>         <C>          <C>          <C>       
Room Nights Available                     65,335       65,335      65,335       65,335       65,335
Number of Occupied Rooms                  35,934       35,934      35,934       35,934       35,934
Occupancy Rate                            55.00%       55.00%      55.00%       55.00%       55.00%
Average Room Rate                        $119.41      $122.99     $126.68      $130.48      $134.39
- ---------------------------------------------------------------------------------------------------
REVENUES
Room Rentals                          $4,290,737   $4,419,459  $4,552,043   $4,688,605   $4,829,263
Telephone                                 55,780       57,453      59,177       60,952       62,780
Restaurant Revenue                       165,097      170,050     175,151      180,406      185,818
Other Income                              30,035       30,936      31,864       32,820       33,805
                                      -------------------------------------------------------------
Total Revenue                         $4,541,649   $4,677,899  $4,818,235   $4,962,783   $5,111,666

EXPENSES
Departmental Expenses
 Rooms ($/room/year)                     587,772      605,405     623,568      642,275      661,543
 Telephone (% of Departmental Income)     27,890       28,726      29,588       30,476       31,390
                                      -------------------------------------------------------------
Total Departmental Expenses             $615,662     $634,132    $653,156     $672,751     $692,933

Undistributed Operating Expenses
 Administrative & General                133,862      137,878     142,014      146,275      150,663
 Management                              227,082      233,895     240,912      248,139      255,583
 Furniture, Fixtures
  & Equipment Reserves                   136,249      140,337     144,547      148,883      153,350
 Franchise & Marketing                   363,332      374,232     385,459      397,023      408,933
 Utilities                               149,874      154,371     159,002      163,772      168,685
 Property Operations & Maintenance       136,249      140,337     144,547      148,883      153,350
 Miscellaneous                            27,250       28,067      28,909       29,777       30,670
                                      -------------------------------------------------------------
Total Undistributed Expenses          $1,173,900   $1,209,117  $1,245,390   $1,282,752   $1,321,235

Total Expenses Before Fixed Charges   $1,789,562   $1,843,249  $1,898,546   $1,955,503   $2,014,168
Income Before Fixed Charges           $2,752,087   $2,834,650  $2,919,689   $3,007,280   $3,097,498

Fixed Charges
 Property Tax & License                  161,197      166,033     171,014      176,144      181,429
 Insurance                                29,003       29,874      30,770       31,693       32,644
 Buildings Reserve for Replacement        89,242       91,919      94,676       97,517      100,442
                                      -------------------------------------------------------------
Total Fixed Charges                     $279,442     $287,825    $296,460     $305,354     $314,514

NET OPERATING INCOME                  $2,472,645   $2,546,824  $2,623,229   $2,701,926   $2,782,984
Present Value of Income Stream         1,051,024      958,013     873,233      795,956
 Discounted at                        
Total Present Value of Income Stream  
</TABLE>


                                                                             101
<PAGE>

56 SW Elizabeth, Newport, OR
- ----------------------------


                          RECONCILIATION AND CONCLUSION

               Cost Approach                              $14,940,000
               Market Approach                            $18,500,000
               Income Approach                            $18,900,000

The approaches have various degrees of applicability depending on the
circumstances. The Cost Approach is usually relied upon when the improvements
are new, or nearly new and are fully utilized for their designed intent. The
Income Approach indicates the amount at which a prudent investor would pay for
the property. The Direct Comparison Approach reflects actual prices paid for
similar properties reduced to a unit of comparison.

The variance between the approaches does not invalidate any of them and is
expected since each approach reflects the differing attitudes and motivations of
the various sectors of the real estate market.

In this analysis, the Cost Approach is given the least weight due to its
limitations in being able to accurately reflect current market conditions, and
going concern elements of value. These conditions are directly related to the
income generating ability of the subject, which is best analyzed within the
Income Approach. The Cost Approach may therefore represent the least reliable
data source, and the method least likely to be referenced by the typical
investor. However, it would be of interest to anyone exploring the feasibility
of developing new facilities. Here their principal concern is whether functional
properties can be acquired for less than their current replacement cost. If the
answer were "yes", the decision to acquire rather than build should result.

The Sales Comparison Approach is based upon the principle of substitution. It is
based on the premise that an informed investor will pay no more than the cost to
acquire a similar, competitive property with the same utility as the subject. In
this analysis, numerous sales of comparable properties were surveyed and
analyzed and adjusted to compare to the subject. The strength of this approach
is that it is the purest reflection of market intentions with regard to the
subject. It's weakness is that it is the most difficult of all approaches to
verify and quantify since appraisers rarely have access to complete financial
and transactional records for sale comparables. Properly allocating value to
real estate, FF&E and other business components and verifying the actual and
projected operating revenues and expenses are several of the challenges
appraisers face. Developing market supported quantitative and qualitative
adjustment factors is also extremely problematic. Therefore, individual
interpretations of reported sale data can be somewhat varied which tends to make
value indications developed through this approach highly subjective. While data
reliability can be rather poor in some instances, this approach is generally
utilized by market participants for developing reasonable bracketing of value
and key benchmark ratios which are utilized in the primary valuation approach,
The Income Approach.


                                                                             102
- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

56 SW Elizabeth, Newport, OR
- ----------------------------


RECONCILIATION AND CONCLUSIONS (Continued)

The Income Approach is the primary approach utilized in estimating the value of
the subject. It has the benefit of generally being the most reliable approach,
since operating projections are developed from the detailed records of the
owners. It also is the approach given the most weight by knowledgeable market.

Participants who base the bulk of their investment decision making on projected
return analyses. Value estimates are developed through detailed economic data
including occupancy levels and ADR's through application of direct
capitalization rates and discount rates. Numerous well respected consultants and
industry leaders perform research and publish data which aids the appraiser in
formulating opinions of value. Clearly, the Income Approach is the most reliable
and verifiable of the three approaches and is also the de facto standard
utilized by all knowledgeable market participants. Therefore, the value
conclusions presented herein place the greatest weight on the indications of
value developed through the Income Approach.

Based on the foregoing analysis, the opinion has been formed by the appraisers
that the market value of the subject hotel property, as a going concern with all
furniture fixtures and equipment, subject to the limiting conditions included in
this report, as of December 1, 1996, of the Fee Simple Estate, As Is, was:

                                   $18,900,000
                                   ===========

                      (Including Value of FF&E - $626,500)


                                                                             103
- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

56 SW Elizabeth, Newport, OR
- ----------------------------


                                  CERTIFICATION

The undersigned appraisers hereby certify that, to the best of their knowledge
and belief:

The statements of fact contained in this report are true and correct.

The reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions, and are our personal, unbiased
professional analyses, opinions, and conclusions.

We have no present or prospective interest in the property that is the subject
of this report, and have no personal interest or bias with respect to the
parties involved.

Our compensation is not contingent on an action or event resulting from the
analyses, opinions, or conclusions in, or the use of, this report.

Our analyses, opinions, and conclusions were developed, and this report has been
prepared, in conformity with the Uniform Standards of Professional Appraisal
Practice.

We have made a personal inspection of the property that is the subject of this
report, unless specifically stated otherwise.

In addition to the undersigned Mr. Herald Haskell, MAI performed the original
field inspection, site, improvements, area and competitive market analysis and
land valuation.

The reported analyses, opinions and conclusions were developed, and this report
has been prepared, in conformity with the requirements of the Code of
Professional Practice of the Appraisal Institute.

The use of this report is subject to the requirements of the Appraisal Institute
relating to review by its duly authorized representatives.

This appraisal assignment was not based on a requested minimum value, a specific
value or the approval of a loan.

As of the date of this report, M. Hammad has completed the requirements of the
continuing education program of the Appraisal Institute.


/s/ M. Hammad

M. Hammad, MAI
Certified General Appraiser
CA No. AG002849
OR No. TNR0314


                                                                             104
- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

56 SW Elizabeth, Newport, OR
- ----------------------------


                           STATEMENT OF QUALIFICATIONS
                                  M HAMMAD, MAI

PROFESSIONAL AFFILIATIONS

   MAI, Member Appraisal Institute #10,868
   GAA, General Accredited Appraiser, National Association of Realtors
   Member San Fernando Valley Board of Realtors

EXPERT WITNESS

Qualified as expert witness before Los Angeles County and Orange County Superior
Courts and US Federal Bankruptcy Court and American Arbitration Association.

EDUCATION

University of California, Los Angeles (UCLA)
BA in Economics - 1977

LICENSES

   Certified General Appraiser, California
   #AG002849, Expires 2/1/97
   Real Estate Broker, State of California

PROFESSIONAL HISTORY

HAMMAD & ASSOCIATES, INC.  Studio City, CA                       1988 to Present
President

      Principal of real estate appraisal and consulting firm in commercial,
      industrial and income producing residential properties.

MARSHALL & STEVENS, Los Angeles, CA                                 1986 to 1988
Director of Real Estate Valuation

      Manager and director of real estate appraisal group specializing in the
      appraisal of commercial and industrial real estate for large investors,
      corporations and major financial institutions.

WELLS FARGO REALTY ADVISORS, Marina Del Rey, CA                     1985 to 1986
Assistant Vice President

      Appraisal officer specializing in appraisal of major properties for
      portfolio analysis, proposed joint venture developments and financing.

LAVENTHOL & HORWATH, Los Angeles, CA                                1984 to 1985
Associate Appraiser

      Assisted the National Director of Valuations in developing a new appraisal
      practice that specialized in hotel and motel valuation, mixed use and
      commercial real estate appraisal and feasibility analysis.


                                                                             105
- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

                         QUALIFICATIONS OF THE APPRAISER

                             HERALD S. HASKELL, MAI

Herald S. Haskell is an independent real estate appraiser/analyst with offices
located in Salem, Oregon. He began his real estate appraisal career with
American Federal Savings, in 1973, where he last held the position of Chief
Appraiser. During his twelve year tenure with this Salem, Oregon firm, he
supervised appraisal department personnel and operations, reviewed appraisals
from staff and outside appraisers, analyzed secondary market loan security,
appraised various types of real estate, and analyzed feasibility of major
investments. He accepted the position of Vice President and Assistant Manager of
the Los Angeles office of BA Appraisals Inc., in January, 1986. BA Appraisals,
Inc., a subsidiary of BankAmerica Company, was purchased by Arthur D. Little
Valuation, Inc., in September, 1986. In March, 1987, he opened an independent
real estate appraisal office in Monrovia, California, prior to moving back to
Salem, Oregon.

During the course of his real estate career, he has appraised various types of
residential and income producing properties throughout the United States,
primarily the Western Region. Mr. Haskell has instructed Real Estate Principles
and Real Estate Appraisal courses at Chemeketa Community College, as well as,
SREA Chapter sponsored seminars and workshops.

PROFESSIONAL AFFILIATIONS AND MEMBERSHIPS

The Appraisal Institute,
        MAI (Member, Appraisal Institute) Certificate No. 6118, 1980
        SRPA (Senior Real Property Appraiser) 1978
President, SREA Chapter 85, 1980-81
Delegate, Young Advisory Council, Society of Real Estate Appraisers
Certified Real Estate Appraiser - Oregon (No. C000010) Current license 
        expires 8/31/97

APPRAISAL ASSIGNMENTS

Mr. Haskell has a wide variety of appraisal experience. This experience and
expertise is primarily in the residential, commercial and industrial areas, as
well as special purpose properties. He has appraised numerous complex properties
in these categories for financing, condemnation and various other purposes. He
has obtained significant experience over the past decade in appraising hotels
and motels. These properties have ranged in size from small local, motels to
destination resorts, with ownership ranging from local operators to large
regional and national franchises. The larger destination resort-type facilities
have been valued in multiple millions of dollars. Mr. Haskell's appraisals have
been utilized for underwriting conventional loans, issuing development bonds,
offer and sale negotiations, listing property for sale, just compensation, and
various other purposes. He has qualified as an expert witness in Oregon courts.
A partial list of property types in which he is experienced in appraising is
located on the following page.
<PAGE>

QUALIFICATIONS OF HERALD S. HASKELL MAI (continued)

Mr. Haskell is experienced in appraising/consulting and preparing reports on the
following:

Residential                                                        Hotels/Motels
Apartments                                                     Postal Facilities
Condominiums                                                 Leasehold Interests
Subdivisions                                                   Retail Facilities
Mobile Home Parks                                               Office Buildings
Industrial                                                           Vacant Land
Golf Courses                                                    Shopping Centers
Special Purpose Properties                                              Churches
Feasibility Studies                                Highest and Best Use Analyses
Restaurants                                                       Market Studies

PARTIAL LIST OF CLIENTS

First Interstate Mortgage               Resolution Trust Corporation      
First Interstate Bank                   U.S. Bancorp Mortgage Corp.       
Key Bank of Oregon                      The Bank of Newport               
First Security Bank                     The Commercial Bank               
Washington Mutual Savings               KeyCorp Mortgage                  
Federal Deposit Insurance Corp.         State of Oregon                   
Bank of Salem                           Pioneer Trust Bank                
Centennial Bank                         1st Federal Savings of McMinnville
Western Bank                            Evergreen International Aviation  
Douglas National Bank                   Citizens Valley Bank              
West Coast Bancorp                      West Coast Trust                  
Bank of America                         West One Bank                     
The Bank of Tokyo, Ltd.                 Citizens Bank                     
Valley Community Hospital               Various individuals               

Mr. Haskell's client base centers around real estate lending institutions. While
he is experienced in condemnation work for governmental agencies, market value
estimates for individuals and local governments, as well as providing reports
and testimony for attorney's and courts, his primary clients are lenders. His
more than twelve years experience as an employee of lending institutions has
provided him with a solid understanding of federal regulations, underwriting
requirements and other considerations. He has been a regular consultant at the
board level regarding property values. He maintains a knowledge of current
regulations and requirements set forth by federal regulators.
<PAGE>

EDUCATION

The following is a partial listing of Mr. Haskell's education history. After
service in the U.S. Army, with tours in Germany and Viet Nam, Mr. Haskell
attended college, receiving G.I. Bill benefits, while providing for and raising
a young family. He maintained a 4.0 GPA while studying for the A.S. degree in
Real Estate. Upon completion of this program he entered the professional
designation programs of the Society of Real Estate Appraisers and the American
Institute of Real Estate Appraisers. He met the college degree requirements of
the Appraisal Institute by taking additional course work, passing exams and
review by the Education Committee.

Education has been on-going throughout his appraisal career. The following is a
partial list of coursework and education programs completed:

            - Associate in Science, Real Estate Technology, Chemeketa Community
            College Salem, Oregon

            - Course 101, Society of Real Estate Appraisers, "Introduction To
            Real Property Valuation".

            - Course 201, Society of Real Estate Appraisers, "Appraising Income
            Property".

            - Course VIII, American Institute of Real Estate Appraisers,
            "Appraising Residential Property"

            - Course IX, American Institute of Real Estate Appraisers,
            "Appraisal Administration and Review".

            - Course II, American Institute of Real Estate Appraisers, "Case
            Studies in Urban Property".

            - "Real Estate Investment Analysis" American Institute of Real
            Estate Appraisers.

            - "Standards of Professional Practice" American Institute of Real
            Estate Appraisers.

            - "FHLBB Memo R41(c) Seminar" Society of Real Estate Appraisers.

            - "Advanced Lotus 1-2-3 Workshop" American Institute of Real Estate
            Appraisers.

            - "Retail Property Seminar" American Institute of Real Estate
            Appraisers.

            - "UCIR Form Report Seminar" American Institute of Real Estate
            Appraisers.

            - "Subdivision Analysis" Society of Real Estate Appraisers.

            - "Highest and Best Use-Feasibility Analysis For Non-Residential
            Properties" American Institute of Real Estate Appraisers.

            - "Appraisal Review" Society of Real Estate Appraisers.

            - "Fair Lending and the Appraiser" The Appraisal Institute,
            December, 1993

            - "Legal Liability of Appraisers" Portland Community College,
            November, 1993

            - "Understanding Limited Appraisals and Reporting Options" The
            Appraisal Institute, July, 1994

            - "Uniform Standards of Professional Appraisal Practice, Parts A &
            B" American Institute of Real Estate Appraisers April, 1991; Part A
            - April, 1995.

            - Various seminars, workshops and courses on an on-going basis. Mr.
            Haskell is currently certified through the continuing education
            program of the Appraisal Institute.
<PAGE>

56 SW Elizabeth, Newport, OR
- ----------------------------

                                     ADDENDA


                                                                             106
- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

================================================================================

      THIS INDENTURE OF LEASE, made and entered into this 1st day of July, l990,
by and between Mark S. Hemstreet, dba Shilo Inns, hereinafter called the lessor,
and Newport Restaurant Corp., dba Shilo Restaurant and Lounge, hereinafter
called the lessee,

      WITNESSETH: In consideration of the covenants, agreements and stipulations
herein contained on the part of the lessee to be paid, kept and faithfully
performed, the lessor does hereby lease, demise and let unto the said lessee
those certain premises, as is, situated in the City of Newport, County of
Lincoln and State of Oregon, known and described as follows:

Restaurant building situated on the following described parcel, to-wit:
Beginning at the intersection of the North line of Evans Street, as platted in
Bloomer's Addition, with the West line of Elizabeth Street, as deeded by R.M.
and Laura M. Kenton to the City of Newport, by deed recorded in Book 112, Page
510, Deed Records; thence North, along the West line of said Street, 295.0 feet;
thence West, parallel with the above--mentioned line of Evans Street, to the
high water line of the Pacific Ocean; thence Southerly, along said high water
line, to the intersection of the high water line and the North line of Evans
Street; thence East along said North line of Evans Street to the point of
beginning, in Lincoln County, Oregon, also known as Township 11, Range 11,
Section 8, Parcel Map No. 10601, Tax Account No. R467852, and commonly known as
538 S.W. Elizabeth, Newport, Oregon.

      To Have and to Hold the said described premises unto the said lessee for a
period of time commencing with the 1st day of July, 1990, and ending at midnight
on the 30th day of June, 2000, at and for a rental of:

      SEE EXHIBIT A ATTACHED.

      In consideration of the leasing of said premises and of the mutual
agreements herein contained, each party hereto does hereby expressly covenant
and agree to and with the other, as follows:
<PAGE>

LESSEE'S
ACCEPTANCE
OF LEASE

      (1) The lessee accepts said letting and agrees to pay to the order of the
lessor the rentals above stated for the full term of this lease, in advance, at
the times and in the manner aforesaid.

USE OF
PREMISES

      (2a) The lessee shall use said demised premises during the term of this
lease for the conduct of the following business: restaurant, lounge, kitchen,
banquet and meeting rooms, office area, and room service to guest rooms. and for
no other purpose whatsoever without lessor's written consent.

      (2b) The lessee will not make any unlawful, improper or offensive use of
said premises; he will not suffer any strip or waste thereof; he will not permit
any objectionable noise or oder to escape or to be emitted from said premises or
do anything or permit anything to be done upon or about said premises in any way
tending to create a nuisance; he will not sell or permit to be sold any
spiritous, vinous or malt liquors on said premises, excepting such as lessee may
be licensed by law to sell and as may be herein expressly permitted; nor will he
sell or permit to be sold any controlled substance on or about said premises.

      (2c) The lessee will not allow the leased premises at any time to fall
into such a state of repair or disorder as to increase the fire hazard thereon;
he shall not install any power machinery on said premises except under the
supervision and with written consent of the lessor; he shall not store gasoline
or other highly combustible materials on said premises at any time; he will not
use said premises in such a way or for such a purpose that the fire insurance
rate on the building in which said premises are located is thereby increased or
that would prevent the lessor from taking advantage of any rulings of any agency
of the state in which said leased premises are situated or its successors, which
would allow the lessor to obtain reduced premium rates for long term fire
insurance policies.

      (2d) Lessee shall comply at lessee's own expense with all laws and
regulations of any municipal, county, state, federal or other public authority
respecting the use of said leased premises.

      (2e) The lessee shall regularly occupy and use the demised premises for
the conduct of lessee's business, and shall not abandon or vacate the premises
for more than ten days without written approval of lessor.

UTILITIES

      (3) The lessee shall pay for all heat, light, water, power, and other
services or utilities used in the above demised premises during the term of this
lease.

REPAIRS AND
IMPROVEMENTS

      (4a) The lessor shall not be required to make any repairs, alterations,
additions or improvements to or upon said premises during the term of this
lease, except only those hereinafter specifically provided for; the lessee
hereby agrees to maintain and keep said leased premises including all interior
and exterior doors, heating, ventilating and cooling systems, interior wiring,
plumbing and drain pipes to sewers or septic tank, in good order and repair
during the entire term of this lease at lessee's own cost and expense, and to
replace all glass which may be broken or damaged during the term hereof in the
windows and doors of said premises with glass of as good or better quality as
that now in use; lessee further agrees that he will make no alterations,
additions or improvements to or upon said premises without the written consent
of the lessor first being obtained.

      (4b) The lessor agrees to maintain in good order and repair during the
term of this lease the exterior walls, roof, gutters, downspouts and foundations
of the building in which the demised premises are situated and the sidewalks
thereabouts. It is understood and agreed that the lessor reserves and at any and
all times shall have the right to alter, repair or improve the building of which
said demised premises are a part, or to add thereto and for that purpose at any
time may erect scaffolding and all other necessary structures about and upon the
demised premises and lessor and lessor's representatives, contractors and
workmen for that purpose may enter in or about the said demised premises with
such materials as lessor may deem necessary therefor, and lessee waives any
claim to damages, including loss of business resulting therefrom.

LESSOR'S
RIGHT OF
ENTRY

      (5) It shall be lawful for the lessor, his agents and representatives, at
any reasonable time to enter into or upon said demised premises for the purpose
of examining into the condition thereof, or any other lawful purpose.

RIGHT OF
ASSIGNMENT

      (6) The lessee will not assign, transfer, pledge, hypothecate, surrender
or dispose of this lease, or any interest herein, sub let, or permit any other
person or persons whomsoever to occupy the demised premises without the written
consent of the lessor being first obtained in writing; this lease is personal to
said lessee; lessee's interests, in whole or in part, cannot be sold, assigned,
transferred, seized or taken by operation at law, or under or by virtue of any
execution or legal process, attachment or proceedings instituted against the
lessee, or under or by virtue of any bankruptcy or insolvency proceedings had in
regard to the lessee, or in any other manner, except as aboved mentioned. SEE
EXHIBIT A ATTACHED FOR ADDITIONAL TERMS.

LIENS

      (7) The lessee will not permit any lien of any kind, type or description
to be placed or imposed upon the building in which said leased premises are
situated, or any part thereof, or the real estate on which it stands.

ICE, SNOW,
DEBRIS

      (8) If the premises herein leased are located at street level, then at all
times lessee shall keep the sidewalks in front of the demised premises free and
clear of ice, snow, rubbish, debris and obstruction; and if the lessee occupies
the entire building, he will not permit rubbish, debris, ice or snow to
accumulate on the roof of said building so as to stop up or obstruct gutters or
downspouts or cause damage to said roof, and will save harmless and protect the
lessor against any injury whether to lessor or to lessor's property or to any
other person or property caused by his failure in that regard.

OVERLOADING
OF FLOORS

      (9) The lessee will not overload the floors of said premises in such a way
as to cause any undue or serious stress or strain upon the building in which
said demised premises are located, or any part thereof, and the lessor shall
have the right, at any time, to call upon any competent engineer or architect
whom the lessor may choose, to decide whether or not the floors of said
premises, or any part thereof, are being overloaded so as to cause any undue or
serious stress or strain on said building, or any part thereof, and the decision
of said engineer or architect shall be final and binding upon the lessee; and in
the event that the engineer or architect so called upon shall decide that in his
opinion the stress or strain is such as to endanger or injure said building, or
any part thereof, then and in that event the lessee agrees immediately to
relieve said stress or strain either by reinforcing the building or by
lightening the load which causes such stress or strain in a manner satisfactory
to the lessor.

ADVERTISING
SIGNS

      (10) The lessee will not use the outside walls of said premises, or allow
signs or devices of any kind to be attached thereto or suspended therefrom, for
advertising or displaying the name or business of the lessee or for any purpose
whatsoever without the written consent of the lessor; however, the lessee may
make use of the windows of said leased premises to display lessee's name and
business when the workmanship of such signs shall be of good quality and
permanent nature; provided further that the lessee may not suspend or place
within said windows or paint thereon any banners, signs, sign-boards or other
devices in violation of the intent and meaning of this section.

LIABILITY
INSURANCE

      (11) The lessee further agrees at all times during the term hereof, at his
own expense, to maintain, keep in effect, furnish and deliver to the lessor
liability insurance policies in form and with an insurer satisfactory to the
lessor, insuring both the lessor and the lessee against all liability for
damages to person or property in or about said leased premises; the amount of
said liability insurance shall not be less than $100,000 for injury to one
person, $300,000 for injuries arising out of any one accident and not less than
$100,000 for property damage. Lessee agrees to and shall indemnify

                  SEE EXHIBIT A ATTACHED FOR ADDITIONAL TERMS.
<PAGE>

and hold lessor harmless against any and all claims and demands arising from the
negligence of the lessee, his officers, agents, invitees and/or employees, as
well as those arising from lessee's failure to comply with any covenant of this
lease on his part to be performed, and shall at his own expense defend the
lessor against any and all suits or actions arising out of such negligence,
actual or alleged, and all appeals therefrom and shall satisfy and discharge any
judgment which may be awarded against lessor in any such suit or action.

FIXTURES

      (12) All partitions, plumbing, electrical wiring, additions to or
improvements upon said leased premises, whether installed by the lessor or
lessee, shall be and become a part of the building as soon as installed and the
property of the lessor unless otherwise herein provided.

LIGHT 
AND AIR

      (13) This lease does not grant any rights of access to light and air over
the property.

DAMAGE BY
CASUALTY,
FIRE AND
DUTY TO
REPAIR

      (14) In the event of the destruction of the building in which said leased
premises are located by fire or other casualty, either party hereto may
terminate this lease as of the date of said fire or casualty, provided, however,
that in the event of damage to said building by fire or other casualty to the
extent of 50 per cent or more of the sound value of said building, the lessor
may or may not elect to repair said building; written notice of lessor's said
election shall be given lessee within fifteen days after the occurrence of said
damage; if said notice is not so given, lessor conclusively shall be deemed to
have elected not to repair; in the event lessor elects not to repair said
building, then and in that event this lease shall terminate with the date of
said damage; but if the building in which said leased premises are located be
but partially destroyed and the damage so occasioned shall not amount to the
extent indicated above, or if greater than said extent and lessor elects to
repair, as aforesaid, then the lessor shall repair said building with all
convenient speed and shall have the right to take possession of and occupy, to
the exclusion of the lessee, all or any part of said building in order to make
the necessary repairs, and the lessee hereby agrees to vacate upon request, all
or any part of said building which the lessor may require for the purpose of
making necessary repairs, and for the period of time between the day of such
damage and until such repairs have been substantially completed there shall be
such an abatement of rent as the nature of the injury or damage and its
interference with the occupancy of said leased premises by said lessee shall
warrant; however, if the premises be but slightly injured and the damage so
occasioned shall not cause any material interference with the occupation of the
premises by said lessee, then there shall be no abatement of rent and the lessor
shall repair said damage with all convenient speed.

WAIVER OF
SUBROGATION
RIGHTS

      (15) Neither the lessor nor the lessee shall be liable to the other for
loss arising out of damage to or destruction of the leased premises, or the
building or improvement of which the leased premises are a part or with which
they are connected, or the contents of any thereof, when such loss is caused by
any of the perils which are or could be included within or insured against by a
standard form of fire insurance with extended coverage, including sprinkler
leakage insurance, if any. All such claims for any and all loss, however caused,
hereby are waived. Such absence of liability shall exist whether or not the
damage or destruction is caused by the negligence of either lessor or lessee or
by any of their respective agents, servants or employees. It is the intention
and agreement of the lessor and the lessee that the rentals reserved by this
lease have been fixed in contemplation that each party shall fully provide his
own insurance protection at his own expense, and that each party shall look to
his respective insurance carriers for reimbursement of any such loss, and
further, that the insurance carriers involved shall not be entitled to
subrogation under any circumstances against any party to this lease. Neither the
lessor nor the lessee shall have any interest or claim in the other's insurance
policy or policies, or the proceeds thereof, unless specifically covered therein
as a joint assured.

EMINENT
DOMAIN

      (16) In case of the condemnation or appropriation of all or any
substantial part of the said demised premises by any public or private
corporation under the laws of eminent domain, this lease may be terminated at
the option of either party hereto on twenty days written notice to the other and
in that case the lessee shall not be liable for any rent after the date of
lessee's removal from the premises.

FOR SALE
AND
FOR RENT
SIGNS

      (17) During the period of 60 days prior to the date above fixed for the
termination of said lease, the lessor herein may post on said premises or in the
windows thereof signs of moderate size notifying the public that the premises
are "for sale" or "for lease."

DELIVERING UP
PREMISES ON
TERMINATION

      (18) At the expiration of said term or upon any sooner termination
thereof, the lessee will quit and deliver up said leased premises and all future
erections or additions to or upon the same, broom-clean, to the lessor or those
having lessor's estate in the premises, peaceably, quietly, and in as good order
and condition, reasonable use and wear thereof, damage by fire, unavoidable
casualty and the elements alone excepted, as the same are now in or hereafter
may be put in by the lessor.

ADDITIONAL
COVENANTS
OR
EXCEPTIONS

      (19) SEE EXHIBIT A ATTACHED FOR ADDITIONAL TERMS.
<PAGE>

ATTACHMENT
BANKRUPTCY
DEFAULT

      PROVIDED, ALWAYS, and these presents are upon these conditions, that (1)
if the lessee shall be in arrears in the payment of said rent for a period of
ten days after the same becomes due, or (2) if the lessee shall fail or neglect
to do, keep, perform or observe any of the covenants and agreements contained
herein on lessee's part to be done, kept, performed and observed and such
default shall continue for ten days or more after written notice of such failure
or neglect shall be given to lessee, or (3) if the lessee shall be declared
bankrupt or insolvent according to law, or (4) if any assignment of lessee's
property shall be made for the benefit of creditors, or (5) if on the expiration
of this lease lessee fails to surrender possession of said leased premises, then
and in either or any of said cases or events, the lessor or those having
lessor's estate in the premises, may terminate this lease and, lawfully, at his
or their option immediately or at any time thereafter, without demand or notice,
may enter into and upon said demised premises and every part thereof and
repossess the same as of lessor's former estate, and expel said lessee and those
claiming by, through and under lessee and remove lessee's effects at lessee's
expense, forcibly if necessary and store the same, all without being deemed
guilty of trespass and without prejudice to any remedy which otherwise might be
used for arrears of rent or preceding breach of covenant. SEE EXHIBIT A ATTACHED
FOR ADDITIONAL TERMS.

      Neither the termination of this lease by forfeiture nor the taking or
recovery of possession of the premises shall deprive lessor of any other action,
right, or remedy against lessee for possession, rent or damages, nor shall any
omission by lessor to enforce any forfeiture, right or remedy to which lessor
may be entitled be deemed a waiver by lessor of the right to enforce the
performance of all terms and conditions of this lease by lessee.

      In the event of any re-entry by lessor, lessor may lease or relet the
premises in whole or in part to any tenant or tenants who may be satisfactory to
lessor, for any duration, and for the best rent, terms and conditions as lessor
may reasonably obtain. Lessor shall apply the rent received from any new tenant
first to the cost of retaking and reletting the premises, including remodeling
required to obtain any new tenant, and then to any arrears of rent and future
rent payable under this lease and any other damages to which lessor may be
entitled hereunder.

      Any property which lessee leaves on the premises after abandonment or
expiration of the lease, or for more than ten days after any termination of the
lease by landlord, shall be deemed to have been abandoned, and lessor may remove
and sell said property at public or private sale as lessor sees fit, without
being liable for any prosecution therefor or for damages by reason thereof, and
the net proceeds of said sale shall be applied toward the expenses of landlord
and rent as aforesaid, and the balance of such amounts, if any, shall be held
for and paid to the lessee.

HOLDING
OVER

      In the event the lessee for any reason shall hold over after the
expiration of this lease, such holding over shall not be deemed to operate as a
renewal or extension of this lease, but shall only create a tenancy from month
to month which may be terminated at will at any time by the lessor.

ATTORNEY
FEES AND
COURT COSTS

      In case suit or action is instituted to enforce compliance with any of the
terms, covenants or conditions of this lease, or to collect the rental which may
become due hereunder, or any portion thereof, the losing party agrees to pay
such sum as the trial court may adjudge reasonable as attorney's fees to be
allowed the prevailing party in such suit or action and in the event any appeal
is taken from any judgment or decree in such suit or action, the losing party
agrees to pay such further sum as the appellate court shall adjudge reasonable
as prevailing party's attorney's fees on such appeal. The lessee agrees to pay
and discharge all lessor's costs and expenses, including lessor's reasonable
attorney's fees that shall arise from enforcing any provision or covenants of
this lease even though no suit or action is instituted.

WAIVER

      Any waiver by the lessor of any breach of any covenant herein contained to
be kept and performed by the lessee shall not be deemed or considered as a
continuing waiver, and shall not operate to bar or prevent the lessor from
declaring a forfeiture for any succeeding breach, either of the same condition
or covenant or otherwise.

NOTICES

      Any notice required by the terms of this lease to be given by one party
hereto to the other or desired so to be given, shall be sufficient if in writing
contained in a sealed envelope, deposited in the U.S. Registered Mails with
postage fully prepaid, and if intended for the lessor herein then if addressed
to said lessor at 11600 S. W. Barnes Road Portland, Oregon 97225 and if intended
for the lessee, then if addressed to the lessee at 358 S.W. Elizabeth, Newport,
Oregon 97365. Any such notice shall be deemed conclusively to have been
delivered to the addressee thereof forty-eight hours after the deposit thereof
in said U.S. Registered Mails.

HEIRS AND
ASSIGNS

      All rights, remedies and liabilities herein given to or imposed upon
either of the parties hereto shall extend to, inure to the benefit of and bind,
as the circumstances may require, the heirs, executors, administrators,
successors and, so far as this lease is assignable by the term hereof, to the
assigns of such parties.

      In construing this lease, it is understood that the lessor or the lessee
may be more than one person; that if the context so requires, the singular
pronoun shall be taken to mean and include the plural, the masculine, the
feminine and the neuter, and that generally all gramatical changes shall be
made, assumed and implied to make the provisions hereof apply equally to
corporations and to individuals.

      IN WITNESS WHEREOF, the respective parties have executed this instrument
in duplicate on this, the day and year first hereinabove written, any
corporation signature being by authority of its Board of Directors.

LESSOR:                                   LESSEE:                            
                                                                             
                                          Newport Restaurant Corp., dba Shilo
/s/ Mark S. Hemstreet                     Restaurant and Lounge              
- --------------------------------                                             
Mark S. Hemstreet                         By: /s/ Mark S. Hemstreet          
                                          -----------------------------------
                                          Mark S. Hemstreet, President       
<PAGE>

A.    RENTAL:

      1. Lessee agrees to pay to Lessor during the entire term of this lease,
without deductions or offsets, at the offices of Lessor, or Lessor's agent, as
rent for the Premises, a monthly rental, which shall be due on the first day of
each month and shall be delinquent if not paid by the tenth (10th) day of each
month, as follows:

            1.1 During the entire term hereof, a monthly rental of Six Thousand
Two Hundred Twelve and 89/100ths Dollars ($6,212.89), or percentage rent of an
amount equal to six percent (6%) of Lessee's gross sales (as hereinafter
defined), whichever is greater.

      2. Lessee agrees to pay all personal property taxes attributable to Lessee
and hold Lessor harmless thereon. Lessee agrees to pay Lessee's pro rata share
of the real property taxes attributable to Lessee's share of the demised
Premises. Lessee's pro rata share of the real property taxes is twenty-nine
percent (29%) of Parcel Map No. 10601.

      3. Lessee agrees to pay all charges for heat, light, power, water, sewage,
garbage and other services or utilities used by Lessee in the Premises. Lessee's
share of utilities not separately metered shall be computed as follows:

            3.1 Garbage: One-half (1/2) thereof per month.

            3.2 Heat, light, power, water and sewage: Twenty-nine percent (29%)
thereof per month.

      4. One-twelfth (1/12th) of Lessee's share of the real property taxes shall
be paid at the same time as the payment of the minimum monthly rental as set
forth in paragraph 1 above. In the event the reserves for real property taxes
are insufficient, or in the event there are other payments required of Lessee
under this lease (other than percentage rent), Lessee shall pay such additional
sums owing within ten (10) days of written notice of demand.

      5. Lessor will maintain and clean all common areas (lobby, entrance,
hallways, elevator) and Lessee shall pay to Lessor for such maintenance and
cleaning the sum of One Hundred Fifty Dollars ($150.00) per month.


Page 1. Exhibit "A" (Shilo Restaurant and Lounge, Newport)
<PAGE>

      6. Lessor has obtained a loan for the equipment for Lessee's restaurant
for $300,000, payable in 48 monthly installments of $6,250.00 per month. Lessee
agrees to repay Lessor for such loan, including interest at 11% per annum, in
monthly installments of $4,577.00 for 101 months commencing August 1, 1990,
until paid in full.

      7. Gross sales shall be determined and reported as follows:

            7.1 The term "gross sales" as used herein shall be construed to
include the entire amount of the actual sales receipts, whether for cash, credit
or otherwise, of all consumable products, including alcoholic beverages, food,
snacks, tobacco products, sundries, goods and services incidental thereto, to be
sold on or from the leased Premises, whether consumed on the leased Premises,
Lessor' premises or elsewhere. There shall be excluded from gross sales the
amount added to, or included in, the sale price or charges on account of any
gross sales or use taxes now or hereafter imposed upon or in respect to, the
sale of any such merchandise or services, by any governmental body, and
collected by Lessee merely as the collection agent for such governmental body.

            7.2 Lessee shall keep proper books of account and other records
pertaining to all sales of merchandise and service and all other revenue derived
from the business conducted by Lessee at, in, from or upon the leased Premises,
during each day of the term hereof. The books and records shall be kept in the
Premises or at the corporate offices of Lessee, and made accessible to Lessor
who may inspect all such books and records, and copies of Lessee's federal and
state income tax returns for relevant years at all reasonable times to verify
Lessee's gross receipts. Lessee shall preserve for at least twelve (12) months
after the expiration of each calendar year all sales slips and other pertinent
original records.

            7.3 Lessee shall submit to Lessor on or before the twentieth (20th)
day of each month, at the place where the minimum monthly rental is then
payable, a complete written statement signed by an authorized representative of
Lessee showing in all reasonable detail the amount of gross sales (as defined
herein) made from the leased Premises during the preceding month. The additional
sum over the minimum monthly rental (as identified in paragraph 1 above) owing
for percentage rent shall be due on the thirtieth (30th) day of the month
following the month for which the percentage rent is calculated, and shall be
delinquent if not paid by the thirtieth (30th) day of such month.

B. CONTINGENCIES. This lease is conditioned upon Lessee maintaining in full
force and effect during the term of this lease and any extensions thereof a
liquor license through the Oregon Liquor Control Commission for the restaurant
operation located on the demised Premises. Lessee's failure to maintain a valid
and existing liquor license for the restaurant operation shall


Page 2. Exhibit "A" (Shilo Restaurant and Lounge, Newport)
<PAGE>

constitute a material breach and default under the terms of this lease and the
remedies herein provided for default shall also be applicable.

C. ASSIGNMENT. Lessee shall not, directly or indirectly, sell, assign, encumber,
pledge, transfer or hypothecate (collectively "Assignment") all or any part of
the Premises or Lessee's leasehold estate hereunder, or sublet the Premises or
any portion thereof or permit occupation by anyone other than Lessee WITHOUT
LESSOR'S PRIOR WRITTEN CONSENT, WHICH CONSENT MAY BE ARBITRARILY WITHHELD.
Lessor must be able to control the identity of the tenant in the restaurant in
view of the fact that the restaurant is incorporated into the building on which
the leased Premises is a portion thereof.

D. INSURANCE. In addition to the casualty and liability insurance requirements
as contained in paragraph (11) of the lease, Lessee shall carry liquor liability
insurance coverage insuring Lessor and Lessee in an amount of not less than Five
Hundred Thousand Dollars ($500,000.00), if economically obtainable.


JPK:sjs
SLD90-3.001


Page 3. Exhibit "A" (Shilo Restaurant and Lounge, Newport)
<PAGE>

================================================================================

      THIS INDENTURE OF LEASE, made and entered into this 1st day of July, l990,
by and between Mark S. Hemstreet, dba Shilo Inns, hereinafter called the lessor,
and Newport Restaurant Corp., dba Shilo Cafe, hereinafter called the lessee,

      WITNESSETH: In consideration of the covenants, agreements and stipulations
herein contained on the part of the lessee to be paid, kept and faithfully
performed, the lessor does hereby lease, demise and let unto the said lessee
those certain premises, as is, situated in the City of Newport, County of
Lincoln and State of Oregon, known and described as follows:

    Restaurant building situated on Lots 5, 6, 7 and 8, Block 6, BOOMERS
    ADDITION TO THE CITY OF NEWPORT, State of Oregon, also known as 614 S.W.
    Elizabeth, Newport, Oregon.

      To Have and to Hold the said described premises unto the said lessee for a
period of time commencing with the 1st day of July, 1990, and ending at midnight
on the 30th day of June, 2000, at and for a rental of:

      SEE EXHIBIT A ATTACHED.

      In consideration of the leasing of said premises and of the mutual
agreements herein contained, each party hereto does hereby expressly covenant
and agree to and with the other, as follows:
<PAGE>

LESSEE'S
ACCEPTANCE
OF LEASE

      (1) The lessee accepts said letting and agrees to pay to the order of the
lessor the rentals above stated for the full term of this lease, in advance, at
the times and in the manner aforesaid.

USE OF
PREMISES

      (2a) The lessee shall use said demised premises during the term of this
lease for the conduct of the following business: restaurant, lounge, kitchen,
meeting and banquet rooms and for no other purpose whatsoever without lessor's
written consent.

      (2b) The lessee will not make any unlawful, improper or offensive use of
said premises; he will not suffer any strip or waste thereof; he will not permit
any objectionable noise or oder to escape or to be emitted from said premises or
do anything or permit anything to be done upon or about said premises in any way
tending to create a nuisance; he will not sell or permit to be sold any
spiritous, vinous or malt liquors on said premises, excepting such as lessee may
be licensed by law to sell and as may be herein expressly permitted; nor will he
sell or permit to be sold any controlled substance on or about said premises.

      (2c) The lessee will not allow the leased premises at any time to fall
into such a state of repair or disorder as to increase the fire hazard thereon;
he shall not install any power machinery on said premises except under the
supervision and with written consent of the lessor; he shall not store gasoline
or other highly combustible materials on said premises at any time; he will not
use said premises in such a way or for such a purpose that the fire insurance
rate on the building in which said premises are located is thereby increased or
that would prevent the lessor from taking advantage of any rulings of any agency
of the state in which said leased premises are situated or its successors, which
would allow the lessor to obtain reduced premium rates for long term fire
insurance policies.

      (2d) Lessee shall comply at lessee's own expense with all laws and
regulations of any municipal, county, state, federal or other public authority
respecting the use of said leased premises.

      (2e) The lessee shall regularly occupy and use the demised premises for
the conduct of lessee's business, and shall not abandon or vacate the premises
for more than ten days without written approval of lessor.

UTILITIES

      (3) The lessee shall pay for all heat, light, water, power, and other
services or utilities used in the above demised premises during the term of this
lease.

REPAIRS AND
IMPROVEMENTS

      (4a) The lessor shall not be required to make any repairs, alterations,
additions or improvements to or upon said premises during the term of this
lease, except only those hereinafter specifically provided for; the lessee
hereby agrees to maintain and keep said leased premises including all interior
and exterior doors, heating, ventilating and cooling systems, interior wiring,
plumbing and drain pipes to sewers or septic tank, in good order and repair
during the entire term of this lease at lessee's own cost and expense, and to
replace all glass which may be broken or damaged during the term hereof in the
windows and doors of said premises with glass of as good or better quality as
that now in use; lessee further agrees that he will make no alterations,
additions or improvements to or upon said premises without the written consent
of the lessor first being obtained.

      (4b) The lessor agrees to maintain in good order and repair during the
term of this lease the exterior walls, roof, gutters, downspouts and foundations
of the building in which the demised premises are situated and the sidewalks
thereabouts. It is understood and agreed that the lessor reserves and at any and
all times shall have the right to alter, repair or improve the building of which
said demised premises are a part, or to add thereto and for that purpose at any
time may erect scaffolding and all other necessary structures about and upon the
demised premises and lessor and lessor's representatives, contractors and
workmen for that purpose may enter in or about the said demised premises with
such materials as lessor may deem necessary therefor, and lessee waives any
claim to damages, including loss of business resulting therefrom.

LESSOR'S
RIGHT OF
ENTRY

      (5) It shall be lawful for the lessor, his agents and representatives, at
any reasonable time to enter into or upon said demised premises for the purpose
of examining into the condition thereof, or any other lawful purpose.

RIGHT OF
ASSIGNMENT

      (6) The lessee will not assign, transfer, pledge, hypothecate, surrender
or dispose of this lease, or any interest herein, sub let, or permit any other
person or persons whomsoever to occupy the demised premises without the written
consent of the lessor being first obtained in writing; this lease is personal to
said lessee; lessee's interests, in whole or in part, cannot be sold, assigned,
transferred, seized or taken by operation at law, or under or by virtue of any
execution or legal process, attachment or proceedings instituted against the
lessee, or under or by virtue of any bankruptcy or insolvency proceedings had in
regard to the lessee, or in any other manner, except as aboved mentioned. SEE
EXHIBIT A ATTACHED FOR ADDITIONAL TERMS

LIENS

      (7) The lessee will not permit any lien of any kind, type or description
to be placed or imposed upon the building in which said leased premises are
situated, or any part thereof, or the real estate on which it stands.

ICE, SNOW,
DEBRIS

      (8) If the premises herein leased are located at street level, then at all
times lessee shall keep the sidewalks in front of the demised premises free and
clear of ice, snow, rubbish, debris and obstruction; and if the lessee occupies
the entire building, he will not permit rubbish, debris, ice or snow to
accumulate on the roof of said building so as to stop up or obstruct gutters or
downspouts or cause damage to said roof, and will save harmless and protect the
lessor against any injury whether to lessor or to lessor's property or to any
other person or property caused by his failure in that regard.

OVERLOADING
OF FLOORS

      (9) The lessee will not overload the floors of said premises in such a way
as to cause any undue or serious stress or strain upon the building in which
said demised premises are located, or any part thereof, and the lessor shall
have the right, at any time, to call upon any competent engineer or architect
whom the lessor may choose, to decide whether or not the floors of said
premises, or any part thereof, are being overloaded so as to cause any undue or
serious stress or strain on said building, or any part thereof, and the decision
of said engineer or architect shall be final and binding upon the lessee; and in
the event that the engineer or architect so called upon shall decide that in his
opinion the stress or strain is such as to endanger or injure said building, or
any part thereof, then and in that event the lessee agrees immediately to
relieve said stress or strain either by reinforcing the building or by
lightening the load which causes such stress or strain in a manner satisfactory
to the lessor.

ADVERTISING
SIGNS

      (10) The lessee will not use the outside walls of said premises, or allow
signs or devices of any kind to be attached thereto or suspended therefrom, for
advertising or displaying the name or business of the lessee or for any purpose
whatsoever without the written consent of the lessor; however, the lessee may
make use of the windows of said leased premises to display lessee's name and
business when the workmanship of such signs shall be of good quality and
permanent nature; provided further that the lessee may not suspend or place
within said windows or paint thereon any banners, signs, sign-boards or other
devices in violation of the intent and meaning of this section.

LIABILITY
INSURANCE

      (11) The lessee further agrees at all times during the term hereof, at his
own expense, to maintain, keep in effect, furnish and deliver to the lessor
liability insurance policies in form and with an insurer satisfactory to the
lessor, insuring both the lessor and the lessee against all liability for
damages to person or property in or about said leased premises; the amount of
said liability insurance shall not be less than $100,000 for injury to one
person, $300,000 for injuries arising out of any one accident and not less than
$100,000 for property damage. Lessee agrees to and shall indemnify

                  SEE EXHIBIT A ATTACHED FOR ADDITIONAL TERMS.
<PAGE>

and hold lessor harmless against any and all claims and demands arising from
the negligence of the lessee, his officers, agents, invitees and/or employees,
as well as those arising from lessee's failure to comply with any covenant of
this lease on his part to be performed, and shall at his own expense defend the
lessor against any and all suits or actions arising out of such negligence,
actual or alleged, and all appeals therefrom and shall satisfy and discharge any
judgment which may be awarded against lessor in any such suit or action.

FIXTURES

      (12) All partitions, plumbing, electrical wiring, additions to or
improvements upon said leased premises, whether installed by the lessor or
lessee, shall be and become a part of the building as soon as installed and the
property of the lessor unless otherwise herein provided.

LIGHT 
AND AIR

      (13) This lease does not grant any rights of access to light and air over
the property.

DAMAGE BY
CASUALTY,
FIRE AND
DUTY TO
REPAIR

      (14) In the event of the destruction of the building in which said leased
premises are located by fire or other casualty, either party hereto may
terminate this lease as of the date of said fire or casualty, provided, however,
that in the event of damage to said building by fire or other casualty to the
extent of 50 per cent or more of the sound value of said building, the lessor
may or may not elect to repair said building; written notice of lessor's said
election shall be given lessee within fifteen days after the occurrence of said
damage; if said notice is not so given, lessor conclusively shall be deemed to
have elected not to repair; in the event lessor elects not to repair said
building, then and in that event this lease shall terminate with the date of
said damage; but if the building in which said leased premises are located be
but partially destroyed and the damage so occasioned shall not amount to the
extent indicated above, or if greater than said extent and lessor elects to
repair, as aforesaid, then the lessor shall repair said building with all
convenient speed and shall have the right to take possession of and occupy, to
the exclusion of the lessee, all or any part of said building in order to make
the necessary repairs, and the lessee hereby agrees to vacate upon request, all
or any part of said building which the lessor may require for the purpose of
making necessary repairs, and for the period of time between the day of such
damage and until such repairs have been substantially completed there shall be
such an abatement of rent as the nature of the injury or damage and its
interference with the occupancy of said leased premises by said lessee shall
warrant; however, if the premises be but slightly injured and the damage so
occasioned shall not cause any material interference with the occupation of the
premises by said lessee, then there shall be no abatement of rent and the lessor
shall repair said damage with all convenient speed.

WAIVER OF
SUBROGATION
RIGHTS

      (15) Neither the lessor nor the lessee shall be liable to the other for
loss arising out of damage to or destruction of the leased premises, or the
building or improvement of which the leased premises are a part or with which
they are connected, or the contents of any thereof, when such loss is caused by
any of the perils which are or could be included within or insured against by a
standard form of fire insurance with extended coverage, including sprinkler
leakage insurance, if any. All such claims for any and all loss, however caused,
hereby are waived. Such absence of liability shall exist whether or not the
damage or destruction is caused by the negligence of either lessor or lessee or
by any of their respective agents, servants or employees. It is the intention
and agreement of the lessor and the lessee that the rentals reserved by this
lease have been fixed in contemplation that each party shall fully provide his
own insurance protection at his own expense, and that each party shall look to
his respective insurance carriers for reimbursement of any such loss, and
further, that the insurance carriers involved shall not be entitled to
subrogation under any circumstances against any party to this lease. Neither the
lessor nor the lessee shall have any interest or claim in the other's insurance
policy or policies, or the proceeds thereof, unless specifically covered therein
as a joint assured.

EMINENT
DOMAIN

      (16) In case of the condemnation or appropriation of all or any
substantial part of the said demised premises by any public or private
corporation under the laws of eminent domain, this lease may be terminated at
the option of either party hereto on twenty days written notice to the other and
in that case the lessee shall not be liable for any rent after the date of
lessee's removal from the premises.

FOR SALE
AND
FOR RENT
SIGNS

      (17) During the period of 60 days prior to the date above fixed for the
termination of said lease, the lessor herein may post on said premises or in the
windows thereof signs of moderate size notifying the public that the premises
are "for sale" or "for lease."

DELIVERING UP
PREMISES ON
TERMINATION

      (18) At the expiration of said term or upon any sooner termination
thereof, the lessee will quit and deliver up said leased premises and all future
erections or additions to or upon the same, broom-clean, to the lessor or those
having lessor's estate in the premises, peaceably, quietly, and in as good order
and condition, reasonable use and wear thereof, damage by fire, unavoidable
casualty and the elements alone excepted, as the same are now in or hereafter
may be put in by the lessor.

ADDITIONAL
COVENANTS
OR
EXCEPTIONS

      (19) SEE EXHIBIT A ATTACHED FOR ADDITIONAL TERMS.
<PAGE>

ATTACHMENT
BANKRUPTCY
DEFAULT

      PROVIDED, ALWAYS, and these presents are upon these conditions, that (1)
if the lessee shall be in arrears in the payment of said rent for a period of
ten days after the same becomes due, or (2) if the lessee shall fail or neglect
to do, keep, perform or observe any of the covenants and agreements contained
herein on lessee's part to be done, kept, performed and observed and such
default shall continue for ten days or more after written notice of such failure
or neglect shall be given to lessee, or (3) if the lessee shall be declared
bankrupt or insolvent according to law, or (4) if any assignment of lessee's
property shall be made for the benefit of creditors, or (5) if on the expiration
of this lease lessee fails to surrender possession of said leased premises, then
and in either or any of said cases or events, the lessor or those having
lessor's estate in the premises, may terminate this lease and, lawfully, at his
or their option immediately or at any time thereafter, without demand or notice,
may enter into and upon said demised premises and every part thereof and
repossess the same as of lessor's former estate, and expel said lessee and those
claiming by, through and under lessee and remove lessee's effects at lessee's
expense, forcibly if necessary and store the same, all without being deemed
guilty of trespass and without prejudice to any remedy which otherwise might be
used for arrears of rent or preceding breach of covenant. SEE EXHIBIT A ATTACHED
FOR ADDITIONAL TERMS.

      Neither the termination of this lease by forfeiture nor the taking or
recovery of possession of the premises shall deprive lessor of any other action,
right, or remedy against lessee for possession, rent or damages, nor shall any
omission by lessor to enforce any forfeiture, right or remedy to which lessor
may be entitled be deemed a waiver by lessor of the right to enforce the
performance of all terms and conditions of this lease by lessee.

      In the event of any re-entry by lessor, lessor may lease or relet the
premises in whole or in part to any tenant or tenants who may be satisfactory to
lessor, for any duration, and for the best rent, terms and conditions as lessor
may reasonably obtain. Lessor shall apply the rent received from any new tenant
first to the cost of retaking and reletting the premises, including remodeling
required to obtain any new tenant, and then to any arrears of rent and future
rent payable under this lease and any other damages to which lessor may be
entitled hereunder.

      Any property which lessee leaves on the premises after abandonment or
expiration of the lease, or for more than ten days after any termination of the
lease by landlord, shall be deemed to have been abandoned, and lessor may remove
and sell said property at public or private sale as lessor sees fit, without
being liable for any prosecution therefor or for damages by reason thereof, and
the net proceeds of said sale shall be applied toward the expenses of landlord
and rent as aforesaid, and the balance of such amounts, if any, shall be held
for and paid to the lessee.

HOLDING
OVER

      In the event the lessee for any reason shall hold over after the
expiration of this lease, such holding over shall not be deemed to operate as a
renewal or extension of this lease, but shall only create a tenancy from month
to month which may be terminated at will at any time by the lessor.

ATTORNEY
FEES AND
COURT COSTS

      In case suit or action is instituted to enforce compliance with any of the
terms, covenants or conditions of this lease, or to collect the rental which may
become due hereunder, or any portion thereof, the losing party agrees to pay
such sum as the trial court may adjudge reasonable as attorney's fees to be
allowed the prevailing party in such suit or action and in the event any appeal
is taken from any judgment or decree in such suit or action, the losing party
agrees to pay such further sum as the appellate court shall adjudge reasonable
as prevailing party's attorney's fees on such appeal. The lessee agrees to pay
and discharge all lessor's costs and expenses, including lessor's reasonable
attorney's fees that shall arise from enforcing any provision or covenants of
this lease even though no suit or action is instituted.

WAIVER

      Any waiver by the lessor of any breach of any covenant herein contained to
be kept and performed by the lessee shall not be deemed or considered as a
continuing waiver, and shall not operate to bar or prevent the lessor from
declaring a forfeiture for any succeeding breach, either of the same condition
or covenant or otherwise.

NOTICES

      Any notice required by the terms of this lease to be given by one party
hereto to the other or desired so to be given, shall be sufficient if in writing
contained in a sealed envelope, deposited in the U.S. Registered Mails with
postage fully prepaid, and if intended for the lessor herein then if addressed
to said lessor at 11600 S. W. Barnes Road Portland, Oregon 97225 and if intended
for the lessee, then if addressed to the lessee at 614 S.W. Elizabeth, Newport,
Oregon 97365. Any such notice shall be deemed conclusively to have been
delivered to the addressee thereof forty-eight hours after the deposit thereof
in said U.S. Registered Mails.

HEIRS AND
ASSIGNS

      All rights, remedies and liabilities herein given to or imposed upon
either of the parties hereto shall extend to, inure to the benefit of and bind,
as the circumstances may require, the heirs, executors, administrators,
successors and, so far as this lease is assignable by the term hereof, to the
assigns of such parties.

      In construing this lease, it is understood that the lessor or the lessee
may be more than one person; that if the context so requires, the singular
pronoun shall be taken to mean and include the plural, the masculine, the
feminine and the neuter, and that generally all gramatical changes shall be
made, assumed and implied to make the provisions hereof apply equally to
corporations and to individuals.

      IN WITNESS WHEREOF, the respective parties have executed this instrument
in duplicate on this, the day and year first hereinabove written, any
corporation signature being by authority of its Board of Directors.

LESSOR:                                   LESSEE:                            
                                                                             

[ILLEGIBLE]                               [ILLEGIBLE]
<PAGE>

A.    RENTAL:

      1. Lessee agrees to pay to Lessor during the entire term of this lease,
without deductions or offsets, at the offices of Lessor, or Lessor's agent, as
rent for the Premises, a monthly rental, which shall be due on the first day of
each month and shall be delinquent if not paid by the tenth (10th) day of each
month, as follows:

            1.1 During the entire term hereof, a monthly rental of One Thousand
Three Hundred Thirty-Eight and 71/100ths Dollars ($1,338.71), or percentage rent
of an amount equal to six percent (6%) of Lessee's gross sales (as hereinafter
defined), whichever is greater.

      2. Lessee agrees to pay all personal property taxes attributable to Lessee
and hold Lessor harmless thereon. Lessee agrees to pay Lessee's pro rata share
of the real property taxes attributable to Lessee's share of the demised
Premises. Lessee's pro rata share of the real property taxes is ten percent
(10%) of Parcel Map Nos. 9700, 9701, 9900, 10200 and 10501.

      3. Lessee agrees to pay all charges for heat, light, power, water, sewage,
garbage and other services or utilities used by Lessee in the Premises. Lessee's
share of utilities not separately metered shall be computed as follows:

            3.1 Electricity: Twenty-five percent (25%) thereof per month, less a
credit of Seventy Dollars ($70.00) per month for the cost of heating swimming
pool.

            3.2 Water, sewage, garbage: Twenty-five percent (25%) thereof per
month.

      4. One-twelfth (1/12th) of Lessee's share of the real property taxes shall
be paid at the same time as the payment of the minimum monthly rental as set
forth in paragraph 1 above. In the event the reserves for real property taxes
are insufficient, or in the event there are other payments required of Lessee
under this lease (other than percentage rent), Lessee shall pay such additional
sums owing within ten (10) days of written notice of demand.

      5. Lessee shall pay to Lessor the sum of Five Hundred Dollars ($500.00)
per month for equipment owned by Lessor and used by Lessee in the operation of
the restaurant and lounge on the Premises.


Page 1. Exhibit "A" (Shilo Cafe, Newport)
<PAGE>

      6. Gross sales shall be determined and reported as follows:

            6.1 The term "gross sales" as used herein shall be construed to
include the entire amount of the actual sales receipts, whether for cash, credit
or otherwise, of all consumable products, including alcoholic beverages, food,
snacks, tobacco products, sundries, goods and services incidental thereto, to be
sold on or from the leased Premises, whether consumed on the leased Premises,
Lessor' premises or elsewhere. There shall be excluded from gross sales the
amount added to, or included in, the sale price or charges on account of any
gross sales or use taxes now or hereafter imposed upon or in respect to, the
sale of any such merchandise or services, by any governmental body, and
collected by Lessee merely as the collection agent for such governmental body.

            6.2 Lessee shall keep proper books of account and other records
pertaining to all sales of merchandise and service and all other revenue derived
from the business conducted by Lessee at, in, from or upon the leased Premises,
during each day of the term hereof. The books and records shall be kept in the
Premises or at the corporate offices of Lessee, and made accessible to Lessor
who may inspect all such books and records, and copies of Lessee's federal and
state income tax returns for relevant years at all reasonable times to verify
Lessee's gross receipts. Lessee shall preserve for at least twelve (12) months
after the expiration of each calendar year all sales slips and other pertinent
original records.

            6.3 Lessee shall submit to Lessor on or before the twentieth (20th)
day of each month, at the place where the minimum monthly rental is then
payable, a complete written statement signed by an authorized representative of
Lessee showing in all reasonable detail the amount of gross sales (as defined
herein) made from the leased Premises during the preceding month. The additional
sum over the minimum monthly rental (as identified in paragraph 1 above) owing
for percentage rent shall be due on the thirtieth (30th) day of the month
following the month for which the percentage rent is calculated, and shall be
delinquent if not paid by the thirtieth (30th) day of such month.

B. CONTINGENCIES. This lease is conditioned upon Lessee maintaining in full
force and effect during the term of this lease and any extensions thereof a
liquor license through the Oregon Liquor Control Commission for the restaurant
operation located on the demised Premises. Lessee's failure to maintain a valid
and existing liquor license for the restaurant operation shall constitute a
material breach and default under the terms of this lease and the remedies
herein provided for default shall also be applicable.

C. ASSIGNMENT. Lessee shall not, directly or indirectly, sell, assign, encumber,
pledge, transfer or hypothecate (collectively "Assignment") all or any part of
the Premises or Lessee's leasehold 


Page 2. Exhibit "A" (Shilo Cafe, Newport)
<PAGE>

estate hereunder, or sublet the Premises or any portion thereof or permit
occupation by anyone other than Lessee WITHOUT LESSOR'S PRIOR WRITTEN CONSENT,
WHICH CONSENT MAY BE ARBITRARILY WITHHELD. Lessor must be able to control the
identity of the tenant in the restaurant in view of the fact that the restaurant
is incorporated into the building on which the leased Premises is a portion
thereof.

D. INSURANCE. In addition to the casualty and liability insurance requirements
as contained in paragraph (11) of the lease, Lessee shall carry liquor liability
insurance coverage insuring Lessor and Lessee in an amount of not less than Five
Hundred Thousand Dollars ($500,000.00), if economically obtainable.


JPK:sjs
SLD90-3.002


Page 3. Exhibit "A" (Shilo Cafe, Newport)
<PAGE>

SHILO INN - NEWPORT, OREGON (179 units)
NET OPERATING INCOME INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)    $2,500,000 remodel was
FOR THE 12 MONTHS ENDED 8-31-96 (actual)                  completed in 1995-1996

<TABLE>
<CAPTION>
                                                                                                                          
                                                                                                                          
                                    1991                  1992                     1993                   1994            
REVENUE                           (actual)        %     (actual)         %       (actual)        %      (actual)     %    
<S>                              <C>           <C>     <C>            <C>      <C>            <C>     <C>         <C>     
 Guest Room                      $2,274,006     90.4%  $2,772,129      91.8%   $2,851,425      92.8%  $2,885,634   94.1%  
 Restaurant Rent                    126,026      5.0%     132,295       4.4%      128,075       4.2%     131,571    4.3%  
 Telephone                           35,000      1.4%      34,958       1.2%       30,972       1.0%      32,015    1.0%  
 Meeting/Banquet Room                     0      0.0%           0       0.0%            0       0.0%           0    0.0%  
 Fax                                  2,443      0.1%       2,333       0.1%          856       0.0%       1,006    0.0%  
 Valet                                   27      0.0%         203       0.0%          274       0.0%         152    0.0%  
 Video                                3,160      0.1%       3,087       0.1%        4,245       0.1%       4,182    0.1%  
 Sports and Athletics                     0      0.0%           0       0.0%            0       0.0%           0    0.0%  
 Vending Machines                     1,336      0.1%       1,735       0.1%        1,673       0.1%       1,624    0.1%  
 Guest Laundry/Soap                   1,385      0.1%       1,523       0.1%        1,202       0.0%       1,503    0.0%  
 Miscellaneous                       70,401      2.8%      71,427       2.4%       52,376       1.7%       8,138    0.3%  
                                 -------------------   --------------------    --------------------   -----------------   
       TOTAL REVENUE              2,514,364    100.0%   3,019,690     100.0%    3,071,098     100.0%   3,065,825  100.0%  
                                 -------------------   --------------------    --------------------   -----------------   
OPERATING EXPENSE                                                                                                        
                                                                                                                          
PAYROLL & RELATED EXPENSE                                                                                                
                                                                                                                          
 Managers                            31,230      1.2%     304,000       1.0%       32,104       1.0%      32,137    1.0%  
 Front Desk                          41,171      1.7%      56,354       1.9%       67,275       2.2%      65,410    2.1%  
 Bookkeeper/Auditor                  19,993      0.8%      20,409       0.7%       21,231       0.7%      22,943    0.7%  
 Head Housekeeper                    14,707      0.6%      17,834       0.6%       18,847       0.6%      18,043    0.6%  
 Housekeeper - Rooms                 99,632      4.0%     106,915       3.5%      105,477       3.4%     100,328    3.3%  
 Housekeeper - Other                  8,828      0.4%       8,008       0.3%       11,482       0.4%       9,006    0.3%  
 Laundry                             24,137      1.0%      23,972       0.8%       24,771       0.8%      24,908    0.8%  
 Guest Services                       6,117      0.3%       8,219       0.3%       22,513       0.7%      29,103    0.9%  
 Sales & Marketing                   28,331      1.1%      25,651       0.8%       28,759       0.9%      45,517    1.5%  
 Security                             5,352      0.2%       3,190       0.1%        4,799       0.2%       4,569    0.1%  
 Maintenance                         45,509      1.8%      38,198       1.3%       37,736       1.2%      46,909    1.5%  
 Ground Maintenance                   1,672      0.1%      11,359       0.4%        8,880       0.3%      11,664    0.4%  
 Windows/Carpets                      3,300      0.1%       8,518       0.3%        4,460       0.1%       1,627    0.1%  
 Bonuses                                  0      0.0%      20,000       0.7%          200       0.0%      10,503    0.3%  
 Payroll Taxes                       67,115      2.7%      61,822       2.0%       41,335       1.3%      36,494    1.2%  
 Workers' Comp                            0      0.0%           0       0.0%          644       0.0%      23,841    0.8%  
 Worker's Comp Claims                     0      0.0%           0       0.0%            0       0.0%         558    0.0%  
 Health Insurance                    26,559      1.1%      25,520       0.8%       33,184       1.1%      36,651    1.2%  
 Medical                                  0      0.0%           0       0.0%        3,016       0.1%       1,885    0.1%  
 Uniforms/Cleaning                      108      0.0%         193       0.0%          314       0.0%         150    0.0%  
 Other                                  551      0.0%       2,631       0.1%          118       0.0%         104    0.0%  
                                 -------------------   --------------------    --------------------   -----------------   
       TOTAL PAYROLL                425,412     16.9%     469,193      15.5%      467,145      15.2%     522,350   17.0%  
                                 -------------------   --------------------    --------------------   -----------------   
 </TABLE>
 
 
                                                       For The
                                                   12 Months Ended
                                   1995                8-31-96
REVENUE                          (actual)      %       (actual)        %
 
 Guest Room                     $2,637,678   93.2%    $3,463,795     94.6%
 Restaurant Rent                   121,163    4.3%       133,555      3.6%
 Telephone                          48,781    1.7%        38,713      1.1%
 Meeting/Banquet Room                    0    0.0%             0      0.0%
 Fax                                 1,117    0.0%         1,526      0.0%
 Valet                                 281    0.0%           353      0.0%
 Video                               4,854    0.2%         5,882      0.2%
 Sports and Athletics                    0    0.0%             0      0.0%
 Vending Machines                    1,747    0.1%         2,014      0.1%
 Guest Laundry/Soap                  1,722    0.1%         2,369      0.1%
 Miscellaneous                      13,899    0.5%        14,005      0.4%
                                -----------------     ------------------- 
       TOTAL REVENUE             2,831,242  100.0%     3,662,212    100.0%
                                -----------------     ------------------- 
OPERATING EXPENSE                                                        
                                                                          
PAYROLL & RELATED EXPENSE                                                
                                                                          
 Managers                           31,313    1.1%        32,530      0.9%
 Front Desk                         62,162    2.2%        70,631      1.9%
 Bookkeeper/Auditor                 22,911    0.8%        23,126      0.6%
 Head Housekeeper                   18,312    0.6%        19,200      0.5%
 Housekeeper - Rooms                95,151    3.4%       112,263      3.1%
 Housekeeper - Other                 4,655    0.2%         9,464      0.3%
 Laundry                            16,723    0.6%        22,326      0.6%
 Guest Services                     28,262    1.0%        35,621      1.0%
 Sales & Marketing                  54,822    1.9%        55,488      1.5%
 Security                            4,270    0.2%         6,629      0.2%
 Maintenance                        34,888    1.2%        44,318      1.2%
 Ground Maintenance                 11,411    0.4%        14,310      0.4%
 Windows/Carpets                         0    0.0%         1,960      0.1%
 Bonuses                             1,307    0.0%           800      0.0%
 Payroll Taxes                      37,294    1.3%        45,360      1.2%
 Workers' Comp                      21,354    0.8%        23,521      0.6%
 Worker's Comp Claims                1,768    0.1%         1,041      0.0%
 Health Insurance                   35,944    1.3%        41,165      1.1%
 Medical                             1,607    0.1%         1,823      0.0%
 Uniforms/Cleaning                     159    0.0%           247      0.0%
 Other                                  41    0.0%            65      0.0%
                                -----------------     ------------------- 
       TOTAL PAYROLL               484,354   17.1%       561,888     15.3%
                                -----------------     ------------------- 
<PAGE>

SHILO INN - NEWPORT, OREGON (179 units)                                   page 2
NET OPERATING INCOME INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)    
FOR THE 12 MONTHS ENDED 8-31-96 (actual)                  

<TABLE>
<CAPTION>
                                                                                                                           
                                                                                                                           
                                    1991                  1992                     1993                   1994             
                                  (actual)        %     (actual)         %       (actual)        %      (actual)     %     
<S>                              <C>           <C>     <C>            <C>      <C>            <C>     <C>         <C>      
UTILITIES
 Electricity                        64,293      2.6%      68,368       2.3%       64,462       2.1%      71,816    2.3%   
 Gas                                15,058      0.6%      15,829       0.5%       19,034       0.6%      23,608    0.8%   
 Telephone                          14,656      0.6%      15,934       0.5%       15,347       0.5%      16,857    0.5%   
 Water                               7,201      0.3%       9,378       0.3%        7,995       0.3%       8,961    0.3%   
 Garbage                            11,083      0.4%       9,747       0.3%       12,383       0.4%      12,749    0.4%   
 Sewer                              10,381      0.4%      13,902       0.5%       13,744       0.4%      15,848    0.5%   
                                -------------------   --------------------    --------------------   -----------------    
       TOTAL UTILITIES             122,672      4.9%     133,158       4.4%      132,965       4.3%     149,839    4.9%   
                                -------------------   --------------------    --------------------   -----------------    
ADVERTISING                                                                                                              
 Advertising                             0      0.0%           0       0.0%            0       0.0%          67    0.0%   
 Airport Advertising                     0      0.0%         445       0.0%            0       0.0%           0    0.0%   
 Billboards                         27,579      1.1%      37,474       1.2%       40,165       1.3%      41,470    1.4%   
 Highway Logos                       1,368      0.1%       1,501       0.0%        1,895       0.1%       2,142    0.1%   
 Radio Media                             0      0.0%           0       0.0%        1,205       0.0%           0    0.0%   
 Radio Tradeouts                    24,785      1.0%      28,701       1.0%       32,456       1.1%      30,072    1.0%   
 TV Media                                0      0.0%           0       0.0%            0       0.0%           0    0.0%   
 TV Tradeouts                        9,833      0.4%      12,316       0.4%       14,658       0.5%      12,739    0.4%   
 Brochures/Postcards                 4,206      0.2%       9,807       0.3%        8,160       0.3%       7,072    0.2%   
 Brochures/Tradout                       0      0.0%           0       0.0%          851       0.0%         228    0.0%   
 Yellow Pages                        4,086      0.2%       6,817       0.2%        7,517       0.2%       4,763    0.2%   
 Newspaper Ads                       2,346      0.1%       3,296       0.1%        2,122       0.1%       3,713    0.1%   
 Magazine Ads                        3,152      0.1%       3,475       0.1%        2,338       0.1%       1,728    0.1%   
 Magazine Tradeouts                  1,460      0.1%         620       0.0%        3,454       0.1%       2,233    0.1%   
 Property Ads                          511      0.0%         310       0.0%          434       0.0%         319    0.0%   
 Advertising Tradeouts Other         2,576      0.1%       4,158       0.1%        5,256       0.2%       4,809    0.2%   
 Sports Events/Tradeouts               525      0.0%       3,350       0.1%        4,742       0.2%       4,013    0.1%   
 Sports Sponsorship                      0      0.0%           0       0.0%            0       0.0%          71    0.0%   
 Displays                                0      0.0%           0       0.0%          725       0.0%         589    0.0%   
 Local Events Promotion              1,137      0.0%       5,528       0.2%        8,528       0.3%      10,881    0.4%   
 Travel Guides/Directories             965      0.0%         579       0.0%        2,196       0.1%       1,251    0.0%   
 Promotional Items                       0      0.0%       1,523       0.1%        1,834       0.1%       1,530    0.0%   
 Advertising & Promotion             6,292      0.3%      14,189       0.5%       18,246       0.6%      22,494    0.7%   
 Travel Agents                       3,862      0.2%       5,259       0.2%        5,885       0.2%       5,813    0.2%   
 Marketing                             786      0.0%         627       0.0%        6,724       0.2%       5,175    0.2%   
 Taxi & Limo                            24      0.0%           0       0.0%           29       0.0%          24    0.0%   
                                -------------------   --------------------    --------------------   -----------------    
       TOTAL ADVERTISING            95,493      3.8%     139,975       4.6%      169,420       5.5%     163,196    5.3%   
                                -------------------   --------------------    --------------------   -----------------    
</TABLE>


                                                         For The
                                                      12 Months Ended
                                      1995                8/31/96
                                    (actual)    %         (actual)      %

UTILITIES
 Electricity                          59,180    2.1%        53,379      1.5%
 Gas                                  18,502    0.7%        19,341      0.5%
 Telephone                            18,812    0.7%        16,078      0.4%
 Water                                 6,996    0.2%         7,121      0.2%
 Garbage                              12,274    0.4%        14,060      0.4%
 Sewer                                14,721    0.5%        21,798      0.6%
                                  -----------------     ------------------- 
       TOTAL UTILITIES               130,485    4.6%       131,777      3.6%
                                  -----------------     ------------------- 
ADVERTISING                                                          
 Advertising                              76    0.0%            88      0.0%
 Airport Advertising                       0    0.0%             0      0.0%
 Billboards                           34,132    1.2%        38,253      1.0%
 Highway Logos                         2,793    0.1%         2,940      0.1%
 Radio Media                               0    0.0%             0      0.0%
 Radio Tradeouts                      32,560    1.2%        30,477      0.8%
 TV Media                                  0    0.0%             0      0.0%
 TV Tradeouts                         13,049    0.5%        10,912      0.3%
 Brochures/Postcards                   6,646    0.2%         5,698      0.2%
 Brochures/Tradout                         0    0.0%             0      0.0%
 Yellow Pages                          6,941    0.2%         5,630      0.2%
 Newspaper Ads                         4,607    0.2%         5,964      0.2%
 Magazine Ads                            811    0.0%         1,110      0.0%
 Magazine Tradeouts                    3,339    0.1%         2,906      0.1%
 Property Ads                            562    0.0%           631      0.0%
 Advertising Tradeouts Other           5,259    0.2%         4,524      0.1%
 Sports Events/Tradeouts               5,426    0.2%         4,941      0.1%
 Sports Sponsorship                      229    0.0%           269      0.0%
 Displays                              1,210    0.0%           884      0.0%
 Local Events Promotion                9,513    0.3%         6,930      0.2%
 Travel Guides/Directories             2,147    0.1%         2,964      0.1%
 Promotional Items                     1,234    0.0%           874      0.0%
 Advertising & Promotion              15,848    0.6%        16,801      0.5%
 Travel Agents                         8,867    0.3%        10,075      0.3%
 Marketing                             4,236    0.1%         3,026      0.1%
 Taxi & Limo                              49    0.0%           196      0.0%
                                  -----------------     ------------------- 
       TOTAL ADVERTISING             159,534    5.6%       156,093      4.3%
                                  -----------------     ------------------- 
 <PAGE>
 
SHILO INN - NEWPORT, OREGON (179 UNITS)                                   PAGE 3
NET OPERATING INCOME INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)    
FOR THE 12 MONTHS ENDED 8-31-96 (actual)                  

<TABLE>
<CAPTION>
                                                                                                                            
                                                                                                                            
                                     1991                  1992                     1993                   1994             
                                   (actual)        %     (actual)         %       (actual)        %      (actual)     %     
 <S>                              <C>           <C>     <C>            <C>      <C>            <C>     <C>         <C>      
SUPPLIES                                                                                                                   
 Linen                                 8,009      0.3%       6,153       0.2%       16,312       0.5%       2,254    0.1%   
 Bathroom                             10,441      0.4%       9,778       0.3%       14,516       0.5%      17,105    0.6%   
 Cleaning                             11,703      0.5%      14,687       0.5%       14,757       0.5%      15,113    0.5%   
 Continental Breakfast                11,586      0.5%      11,825       0.4%        9,690       0.3%       9,381    0.3%   
 Office                                5,763      0.2%       5,153       0.2%        2,136       0.1%       2,472    0.1%   
 Operating                            15,377      0.6%      16,739       0.6%       23,039       0.8%      17,009    0.6%   
 Replacements                          5,604      0.2%       1,661       0.1%        1,921       0.1%       5,654    0.2%   
 Guest Amenity                         5,824      0.2%       7,376       0.2%        7,434       0.2%       6,389    0.2%   
                                  -------------------   --------------------    --------------------   -----------------    
       TOTAL SUPPLIES                 74,307      3.0%      73,372       2.4%       89,805       2.9%      75,377    2.5%   
                                  -------------------   --------------------    --------------------   -----------------    
REPAIRS & MAINTENANCE                                                                                                      
 Carpets, Draperies & Furnitures         296      0.0%         340       0.0%          381       0.0%          58    0.0%   
 Elevators                             5,955      0.2%       5,210       0.2%        5,962       0.2%       8,342    0.3%   
 Landscaping                           4,461      0.2%       2,058       0.1%        4,962       0.2%       5,972    0.2%   
 Painting & Wallpaper                  3,925      0.2%       3,110       0.1%          329       0.0%           0    0.0%   
 Pool                                  1,098      0.0%       3,855       0.1%        5,354       0.2%       6,267    0.2%   
 Telephone                             1,424      0.1%       2,421       0.1%        2,366       0.1%       1,751    0.1%   
 TV Cable & Satellite                 24,140      1.0%      25,461       0.8%       21,374       0.7%      24,819    0.8%   
 Pest Control                            600      0.0%         836       0.0%          660       0.0%         660    0.0%   
 Janitorial Services                       0      0.0%           0       0.0%            0       0.0%           0    0.0%   
 Plumbing                              1,845      0.1%       2,459       0.1%        3,445       0.1%       2,588    0.1%   
 Electrical                            4,952      0.2%       9,218       0.3%        6,244       0.2%       5,863    0.2%   
 Heating Ventilation Cooling           4,340      0.2%       3,437       0.1%        3,211       0.1%       6,845    0.2%   
 Sign                                  2,000      0.1%       4,406       0.1%        4,324       0.1%       7,400    0.2%   
 Keys & Locks                          2,674      0.1%       1,864       0.1%        2,913       0.1%       2,011    0.1%   
 Laundry/Housekeeping                 10,498      0.4%       3,229       0.1%        2,324       0.1%       4,354    0.1%   
 Photo Copier                            476      0.0%          95       0.0%        1,248       0.0%         415    0.0%   
 Micros Register                       1,539      0.1%       2,470       0.1%        3,314       0.1%       1,942    0.1%   
 Tools & Supplies                      6,395      0.3%      11,473       0.4%       12,896       0.4%       9,560    0.3%   
 Maintance and Repairs                 1,922      0.1%       6,411       0.2%        1,339       0.0%      15,128    0.5%   
 Contract Labor Repair                     0      0.0%           0       0.0%          446       0.0%         534    0.0%   
                                  -------------------   --------------------    --------------------   -----------------    
      TOTAL REPAIRS 
        & MAINTENANCE                78,540      3.1%      88,353       2.9%       83,092       2.7%     104,509    3.4%   
                                 -------------------   --------------------    --------------------   -----------------    
</TABLE>


                                                           For The
                                                        12 Months Ended
                                        1995                8/31/96
                                      (actual)    %         (actual)      %
                                    
SUPPLIES                                                 
 Linen                                  8,019    0.3%         6,604      0.2%
 Bathroom                              14,042    0.5%        16,703      0.5%
 Cleaning                              14,179    0.5%        18,422      0.5%
 Continental Breakfast                 14,490    0.5%        15,098      0.4%
 Office                                 1,817    0.1%         4,826      0.1%
 Operating                             25,090    0.9%        19,527      0.5%
 Replacements                          22,878    0.8%        20,110      0.5%
 Guest Amenity                          5,701    0.2%         6,937      0.2%
                                   -----------------     ------------------- 
       TOTAL SUPPLIES                 106,216    3.8%       108,227      3.0%
                                   -----------------     ------------------- 
REPAIRS & MAINTENANCE                                   
 Carpets, Draperies & Furnitures        1,208    0.0%           854      0.0%
 Elevators                              7,842    0.3%         7,613      0.2%
 Landscaping                           11,248    0.4%        10,625      0.3%
 Painting & Wallpaper                      50    0.0%           994      0.0%
 Pool                                   3,597    0.1%         4,362      0.1%
 Telephone                                 25    0.0%           458      0.0%
 TV Cable & Satellite                  20,640    0.7%        22,317      0.6%
 Pest Control                             660    0.0%           750      0.0%
 Janitorial Services                      100    0.0%             0      0.0%
 Plumbing                               3,921    0.1%         2,963      0.1%
 Electrical                             4,955    0.2%         5,864      0.2%
 Heating Ventilation Cooling            6,328    0.2%         7,632      0.2%
 Sign                                   1,023    0.0%         1,631      0.0%
 Keys & Locks                           2,588    0.1%         2,007      0.1%
 Laundry/Housekeeping                   4,191    0.1%         4,219      0.1%
 Photo Copier                             980    0.0%         1,006      0.0%
 Micros Register                        3,728    0.1%         2,307      0.1%
 Tools & Supplies                      36,579    1.3%        20,897      0.6%
 Maintance and Repairs                 17,734    0.6%        13,963      0.4%
 Contract Labor Repair                    880    0.0%           690      0.0%
                                   -----------------     ------------------- 
       TOTAL REPAIRS 
         & MAINTENANCE                128,277    4.5%        11,152      3.0%
                                   -----------------     ------------------- 
<PAGE>

SHILO INN - NEWPORT, OREGON (179 UNITS)                                   PAGE 4
NET OPERATING INCOME INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)    
FOR THE 12 MONTHS ENDED 8-31-96 (actual)                  

<TABLE>
<CAPTION>
                                                                                                                           
                                                                                                                           
                                    1991                  1992                     1993                   1994             
                                  (actual)        %     (actual)         %       (actual)        %      (actual)     %     
<S>                              <C>           <C>     <C>            <C>      <C>            <C>     <C>         <C>      
OTHER OPERATING EXPENSE
 Sales/Use/Taxes                     (3,556)    -0.1%      (6,096)     -0.2%       (6,650)     -0.2%      (6,848)  -0.2%   
 Credit Card Discounts               37,547      1.5%      41,810       1.4%       42,707       1.4%      43,897    1.4%   
 Telecheck                            3,433      0.1%       3,863       0.1%        2,374       0.1%       2,049    0.1%   
 Bad Debts                              744      0.0%       1,831       0.1%          579       0.0%         275    0.0%   
 Cash Over/Short                        836      0.0%         194       0.0%         (268)     -0.0%         466    0.0%   
 Administrative Telephone            10,804      0.4%       9,946       0.3%        3,548       0.1%       3,643    0.1%   
 Security Services                        0      0.0%           0       0.0%            0       0.0%           0    0.0%   
 Comps                                    0      0.0%           0       0.0%          754       0.0%          31    0.0%   
 Coin-op Laundry Services                 0      0.0%          23       0.0%          118       0.0%         226    0.0%   
 Dry Cleaning, Valet                     14      0.0%         153       0.0%          250       0.0%         139    0.0%   
 Flowers                              1,282      0.1%         877       0.0%          757       0.0%         716    0.0%   
 Video Rentals                        1,920      0.1%       1,825       0.1%        1,442       0.0%       1,449    0.0%   
 Vending Machine Maintenance            180      0.0%         550       0.0%            0       0.0%          59    0.0%   
 Bank Fees                              816      0.0%         960       0.0%          576       0.0%         673    0.0%   
 Equipment Rental                     2,323      0.1%       2,363       0.1%          894       0.0%       1,284    0.0%   
 Licenses and Miscellaneous Taxes       389      0.0%         255       0.0%          213       0.0%         397    0.0%   
 Vehicle Repair & Maintenance         2,107      0.1%       3,923       0.1%        1,024       0.0%       1,533    0.1%   
 Auto & Travel                        1,379      0.1%       1,953       0.1%        1,177       0.0%       1,516    0.0%   
 Business Meals                         367      0.0%         341       0.0%          370       0.0%         302    0.0%   
 Training/Seminars                       60      0.0%         105       0.0%           48       0.0%          10    0.0%   
 Staff Travel Telephone                 111      0.0%       2,041       0.0%           64       0.0%          49    0.0%   
 Theft Loss                               0      0.0%           0       0.1%            0       0.0%          50    0.0%   
 Insurance Settlement - Theft             0      0.0%           0       0.0%            0       0.0%           0    0.0%   
 Miscellaneous - Resale/Services      2,733      0.1%       9,785       0.0%        1,841       0.1%       2,307    0.1%   
 Attorney Fees                            0      0.0%           0       0.3%            0       0.0%           0    0.0%   
 Professional Fees                    1,414      0.1%         909       0.0%          961       0.0%       1,607    0.1%   
 Dues & Subscriptions                   946      0.0%       1,031       0.0%          753       0.0%         833    0.0%   
 Charitable Contributions                 0      0.0%           0       0.0%          337       0.0%         530    0.0%   
 Political Contributuions                 0      0.0%           0       0.0%            0       0.0%           0    0.0%   
 Restaurant Expenses                      0      0.0%           0       0.0%            0       0.0%           0    0.0%   
                                 -------------------   --------------------    --------------------   -----------------    
       TOTAL OTHER OPERATING 
         EXPENSE                     65,849      2.6%      78,642       2.6%       53,869       1.8%      57,193    1.9%   
                                 -------------------   --------------------    --------------------   -----------------    
         TOTAL OPERATING EXPENSE    862,273     34.3%     982,693      32.5%      996,296      32.4%   1,072,464   35.0%   
                                 -------------------   --------------------    --------------------   -----------------    
         TOTAL OPERATING INCOME   1,652,091     65.7%   2,036,997      67.5%    2,074,802      67.6%   1,993,361   65.0%   
                                 -------------------   --------------------    --------------------   -----------------    
OTHER EXPENSE
 
 Insurance                           22,690      0.9%      20,236       0.7%       17,961       0.6%      20,368    0.7%   
 Insurance Claims                       625      0.0%           0       0.0%        1,137       0.0%         125    0.0%   
 Property Tax                       132,159      5.3%     132,159       4.4%      132,416       4.3%     123,654    4.0%   
 Office Overhead                    125,718      5.0%     150,985       5.0%      153,555       5.0%     153,291    5.0%   
                                 -------------------   --------------------    --------------------   -----------------    
       TOTAL OTHER EXPENSE          281,219     11.2%     303,380      10.0%      305,069       9.9%     297,438    9.7%   
                                 -------------------   --------------------    --------------------   -----------------    
         NET OPERATING INCOME    $1,370,872     54.5%  $1,733,618      57.4%   $1,769,733      57.6%  $1,695,923   55.3%   
                                 ===================   ====================    ====================   =================    
</TABLE>


                                                          For The
                                                       12 Months Ended
                                       1995                8/31/96
                                     (actual)    %         (actual)      %

OTHER OPERATING EXPENSE
 Sales/Use/Taxes                      (6,672)  -0.2%        (6,491)    -0.2%
 Credit Card Discounts                42,400    1.5%        49,566      1.4%
 Telecheck                             2,744    0.1%         3,036      0.1%
 Bad Debts                               294    0.0%           153      0.0%
 Cash Over/Short                         141    0.0%          (564)     0.0%
 Administrative Telephone              4,315    0.2%         3,249      0.1%
 Security Services                         0    0.0%             0      0.0%
 Comps                                   503    0.0%            55      0.0%
 Coin-op Laundry Services                 39    0.0%           161      0.0%
 Dry Cleaning, Valet                     249    0.0%           144      0.0%
 Flowers                                 987    0.0%           460      0.0%
 Video Rentals                         1,650    0.1%         1,401      0.0%
 Vending Machine Maintenance              80    0.0%            95      0.0%
 Bank Fees                             1,169    0.0%           751      0.0%
 Equipment Rental                      2,339    0.1%         1,328      0.0%
 Licenses and Miscellaneous Taxes        713    0.0%           569      0.0%
 Vehicle Repair & Maintenance          3,259    0.1%         1,559      0.1%
 Auto & Travel                         2,959    0.1%         1,444      0.0%
 Business Meals                          932    0.0%           714      0.0%
 Training/Seminars                       238    0.0%           550      0.0%
 Staff Travel Telephone                  270    0.0%            89      0.0%
 Theft Loss                                0    0.0%             0      0.0%
 Insurance Settlement - Theft              0    0.0%             0      0.0%
 Miscellaneous - Resale/Services       3,658    0.1%         3,011      0.1%
 Attorney Fees                             0    0.0%             0      0.0%
 Professional Fees                     1,090    0.0%           788      0.1%
 Dues & Subscriptions                    838    0.0%           742      0.0%
 Charitable Contributions                  0    0.0%             0      0.0%
 Political Contributuions                  0    0.0%             0      0.0%
 Restaurant Expenses                       0    0.0%             0      0.0%
                                 ------------------     ------------------- 
       TOTAL OTHER OPERATING 
         EXPENSE                      64,195    2.3%        62,810      1.7%
                                 ------------------     ------------------- 
         TOTAL OPERATING EXPENSE   1,073,061   37.9%     1,131,947     30.9%
                                 ------------------     ------------------- 
         TOTAL OPERATING INCOME    1,758,181   62.1%     2,530,265     69.1%
                                 ------------------     ------------------- 
OTHER EXPENSE
 
 Insurance                            22,298    0.8%        22,618      0.6%
 Insurance Claims                          0    0.0%             0      0.0%
 Property Tax                        122,100    4.3%       120,585      3.3%
 Office Overhead                     141,562    5.0%       183,111      5.0%
                                 ------------------     ------------------- 
       TOTAL OTHER EXPENSE           285,960   10.1%       326,314      8.9%
                                 ------------------     ------------------- 
         NET OPERATING INCOME    $ 1,472,221   52.0%    $2,203,951     60.2%
                                 ==================     =================== 
                                 Property under remodel
<PAGE>

- --------------------------------------------------------------------------------
                 -----------------------------------------------
                 RECONSTRUCTED INDUSTRY STANDARDS OPERATING DATA
                 ===============================================
                        TRENDS IN THE HOTEL INDUSTRY 1996
================================================================================

<TABLE>
<CAPTION>
                                     All Limited Service       Average for            Rate Group              Geographic Division
                                                                 Top 25%               Over $50                Mountain/Pacific
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>        <C>          <C>        <C>          <C>        <C>          <C>        <C>    
REVENUES                              % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room
                                      -------  -------------  -------  -------------  -------  -------------  -------  -------------
 Rooms                                  95.5%     $13,057       95.4%     $18,002       95.5%     $16,126       95.1%     $13,000
 Telephone                               2.4%        $331        2.4%        $449        2.4%        $406        2.3%        $313
 Other Income                            2.1%        $280        2.2%        $427        2.1%        $359        2.6%        $355
- ------------------------------------------------------------------------------------------------------------------------------------
Total Revenue                          100.0%     $13,668      100.0%     $18,878      100.0%     $16,891      100.0%     $13,668
                                                                                    
EXPENSES                                                                            
Departmental Expenses                                                               
 Rooms Department                       23.2%      $3,166       20.9%      $3,950       22.0%      $3,721       23.6%      $3,227
 Telephone                               1.5%        $206        1.4%        $256        1.4%        $235        1.4%        $186
Other Departments                        0.6%         $80        0.7%        $139        0.7%        $111        0.5%         $75
                                                                                    
Undistributed Operating Expenses                                                    
 Administrative & General                9.0%      $1,225        7.8%      $1,463        8.4%      $1,422        8.5%      $1,163
 Franchise Fees                          1.9%        $256        1.4%        $265        1.7%        $292        0.9%        $122
 Marketing                               3.7%        $510        3.7%        $691        4.0%        $669        3.9%        $530
 Property Operations & Maintenance       5.6%        $759        4.5%        $858        4.9%        $835        6.2%        $843
 Energy (Utilties)                       5.0%        $681        3.9%        $744        4.4%        $751        4.6%        $633
                                                                                    
Fixed Charges                                                                       
 Management                              2.8%        $380        3.2%        $597        2.9%        $484        3.1%        $430
 Property Tax & Other Charges            4.0%        $548        4.1%        $773        4.0%        $679        3.5%        $473
 Insurance                               1.1%        $147        1.1%        $203        1.1%        $178        1.2%        $159
- ------------------------------------------------------------------------------------------------------------------------------------
Total Expenses                          58.4%      $7,958       52.7%      $9,939       55.5%      $9,377       57.4%      $7,841

Net Income Before Reserves              41.6%      $5,710       47.3%      $8,939       44.5%      $7,514       42.6%      $5,827
                                                                                    
Percentage Occupancy                    66.9%                   78.1%                   73.5%                   66.8%
Average Daily Rate                     $51.15                  $63.13                  $60.14                  $53.28
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

================================================================================

LIMITED-SERVICE HOTELS
Performance in 1995
================================================================================

Since the proliferation of all the new limited-service chains in the mid-1980s,
this hotel segment has been viewed extremely favorably. For hotel guests, new
limited-service hotels offered a guest room that was frequently superior to
existing full-service hotels at one-half to two-thirds the price. For hotel
managers, the properties were simple to operate. For the hotel ownership and
financial community, limited-service properties represented high profit margins
with a lesser degree of financial risk.

After ten years of being the darling child of the industry, however, it appears
that limited-service hotels have not only matured in the marketplace, but are
beginning to show some signs of fatigue. For the first time since 1984, the
limited-service hotel segment achieved the lowest occupancy of any property type
surveyed in Trends in the Hotel Industry.

Realistically, all this means is that the limited-service hotel segment is not
enjoying the upside of the industry resurgence to the same degree as the other
types of hotels. Limited-service properties still achieved an aggregate
occupancy just shy of 70 percent, and their average room rates rose 5.9 percent,
second highest of all segments. In addition, an average operating profit margin
of 41.8 percent still make these properties the most fiscally efficient.

                             LIMITED-SERVICE HOTELS

                                   Market Mix

    [THE FOLLOWING TABLE WAS DEPICTED AS A PIE CHART IN THE PRINTED MATERIAL]

                              ----------------------
                               Convention      0.4%

                               Conference      1.9%

                               Other           0.5%

                               Business       45.8%

                               Tourists       51.4%
                              ----------------------

However, a degree of caution needs to be raised. The vast majority of new hotel
construction (measured in number of properties) is still occurring in this
segment. In several suburban markets in the United States, we have seen
localized pockets of overdevelopment causing significant declines in market
occupancies. This should not be construed as a blanket condemnation of all
limited-service hotel development, but it should be a warning to examine the
individual merits of each proposed project. Even with low development costs and
high profit margins, automatic success is not as sure as it has been in the
past. With increasing competition, time has proven that the need to maintain a
quality facility and offer good service is crucial in determining the success of
a limited-service operation.

================================================================================


74
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                                Figure Number 14
================================================================================

<TABLE>
<CAPTION>
                                                                                         Rate Groups
                                                                              ---------------------------------
                                                        All         Average                $35.00
                                                  Limited-Service     for       Under        to          Over
                                                       Hotels       Top 25%*    $35.00     $50.00       $50.00
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                95.5%        95.4%       94.4%      95.7%        95.5%
   Telephone                                             2.4          2.4         2.6        2.4          2.4
   Other Operated Departments                            0.8          0.9         1.3        0.7          0.8
   Rentals and Other Income                              1.2          1.3         1.6        1.2          1.3
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                23.2%        20.9%       28.3%      24.3%        22.0%
   Telephone                                             1.5          1.4         2.1        1.6          1.4
   Other Operated Departments                            0.6          0.7         0.6        0.5          0.7
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           25.3%        23.0%       31.0%      26.4%        24.1%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   74.7%        77.0%       69.0%      73.6%        75.9%

Undistributed Operating Expenses:**
   Administrative and General                            9.0%         7.8%       11.2%       9.5%         8.4%
   Franchise Fees                                        1.9          1.4         1.7        2.1          1.7
   Marketing and Guest Entertainment                     3.7          3.7         4.5        3.3          4.0
   Property Operation and Maintenance                    5.6          4.5        10.3        6.0          4.9
   Energy Costs                                          5.0          3.9         7.6        5.5          4.4
   Other Unallocated Operated Departments                --           --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       25.1%        21.3%       35.3%      26.5%        23.5%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          49.6%        55.7%       33.7%      47.1 %       52.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       2.8%         3.2%        3.1%       2.6%         2.9%
   Property Taxes and Other Municipal Charges            4.0          4.1         3.5        4.0          4.0
   Insurance on Buildings and Contents                   1.1          1.1         1.2        1.1          1.1
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     7.8%         8.3%        7.8%       7.7%         7.9%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    41.8%        47.3%       25.9%      39.4%        44.5%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                13.3%        11.7%       17.5%      14.2%        12.4%
   Payroll Taxes and Employee Benefits                   3.5          3.4         4.0        3.4          3.5
                                                  -------------------------------------------------------------
     Subtotal                                           16.8%        15.1%       21.5%      17.6%        15.9%
   Laundry, Linen, and Guest Supplies                    1.6          1.2         3.3        1.8          1.3
   Commissions and Reservation Expenses                  1.6          1.6         1.0        1.4          1.7
   Complimentary Food and/or Beverage Expenses           1.7          1.6         0.6        1.8          1.7
   All Other Expenses                                    2.7          2.5         3.6        2.7          2.6
                                                  -------------------------------------------------------------
     Total Rooms Expense                                24.4%        22.0%       30.0%      25.3%        23.2%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            75.6%        78.0%       70.0%      74.7%        76.8%
                                                  =============================================================
Percentage of Occupancy                                 69.9%        78.1%       64.3%      67.3%        73.5%
Average Daily Rate per Occupied Room                   $51.15       $63.13      $31.31     $44.34       $60.14
Average Size (Rooms)                                     107          111          98        100          116
</TABLE>

================================================================================

  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              75
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995
Ratios to Total Revenues
Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                        Geographic Divisions
                                                  -------------------------------------------------------------
                                                    New England                                        Mountain
                                                        and          North      South       South         and
                                                  Middle Atlantic   Central    Atlantic    Central      Pacific
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                94.3%        95.4%       94.8%      96.9%        95.1%
   Telephone                                             3.0          2.7         2.7        2.0          2.3
   Other Operated Departments                            1.5          0.4         1.2        0.3          0.9
   Rentals and Other Income                              1.2          1.5         1.3        0.7          1.7
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                26.6%        23.1%       22.6%      22.2%        23.6%
   Telephone                                             1.7          1.5         1.7        1.4          1.4
   Other Operated Departments                            1.3          0.3         0.9        0.3          0.5
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           29.6%        24.9%       25.2%      23.8%        25.5%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   70.4%        75.1%       74.8%      76.2%        74.5%

Undistributed Operating Expenses:**
   Administrative and General                           10.2%         8.7%        9.8%       8.4%         8.5%
   Franchise Fees                                        2.9          2.8         2.6        1.2          0.9
   Marketing and Guest Entertainment                     4.5          3.9         4.3        2.8          3.9
   Property Operation and Maintenance                    5.7          5.0         5.6        5.3          6.2
   Energy Costs                                          6.0          4.7         5.4        4.7          4.6
   Other Unallocated Operated Departments                0.1          --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       29.4%        25.1%       27.9%      22.3%        24.1%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          40.9%        50.0%       46.9%      53.8 %       50.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       3.5%         4.2%        2.9%       1.4%         3.1%
   Property Taxes and Other Municipal Charges            5.5          4.7         3.6        3.9          3.5
   Insurance on Buildings and Contents                   0.7          0.7         1.1        1.3          1.2
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     9.6%         9.6%        7.6%       6.6%         7.8%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    31.3%        40.4%       39.3%      47.2%        42.6%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                15.6%        13.6%       12.9%      12.3%        13.8%
   Payroll Taxes and Employee Benefits                   4.7          2.4         3.1        3.8          3.7
                                                  -------------------------------------------------------------
     Subtotal                                           20.3%        16.0%       16.0%      16.1%        17.5%
   Laundry, Linen, and Guest Supplies                    1.6          2.0         1.7        0.9          1.9
   Commissions and Reservation Expenses                  2.1          1.8         1.8        1.0          1.6
   Complimentary Food and/or Beverage Expenses           1.3          2.0         1.7        1.8          1.4
   All Other Expenses                                    3.0          2.4         2.6        3.0          2.4
                                                  -------------------------------------------------------------
     Total Rooms Expense                                28.3%        24.2%       23.8%      22.8%        24.8%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            71.7%        75.8%       76.2%      77.2%        75.2%
                                                  =============================================================
Percentage of Occupancy                                 69.0%        71.6%       70.9%      71.0%        66.8%
Average Daily Rate per Occupied Room                   $58.94       $49.83      $48.92     $49.93       $53.28
Average Size (Rooms)                                     116           80         123        122           96
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

76
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                    Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                      Property Size Classifications
                                                  -------------------------------------
                                                       Under        75 to        Over   
                                                        75           150         150   
                                                       Rooms        Rooms       Rooms
                                                  -------------------------------------
<S>                                                    <C>          <C>         <C>    
Revenues:
   Rooms                                                96.0%        95.9%       93.9% 
   Telephone                                             2.6          2.3         2.6  
   Other Operated Departments                            0.3          0.7         1.7  
   Rentals and Other Income                              1.1          1.1         1.9  
                                                  -------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0% 

Departmental Costs and Expenses:
   Rooms                                                22.1%        23.0%       24.5% 
   Telephone                                             1.6          1.5         1.6  
   Other Operated Departments                            0.2          0.5         1.2  
                                                  -------------------------------------
     Total Costs and Expenses                           23.8%        25.0%       27.3% 
                                                  -------------------------------------
   Total Operated Departmental Income                   76.2%        75.0%       72.7% 

Undistributed Operating Expenses:**
   Administrative and General                            8.3%         9.0%        9.3% 
   Franchise Fees                                        2.6          1.7         1.9  
   Marketing and Guest Entertainment                     3.7          3.6         4.3  
   Property Operation and Maintenance                    5.5          5.5         5.7  
   Energy Costs                                          4.6          5.0         5.2  
   Other Unallocated Operated Departments                --           --          --   
                                                  -------------------------------------
     Total Undistributed Expenses                       24.7%        24.9%       26.5% 
                                                  -------------------------------------
   Income before Fixed Charges                          51.5%        50.2%       46.2% 

Management Fees, Property Taxes, and Insurance:**
   Management Fees                                       6.2%         2.2%        2.5% 
   Property Taxes and Other Municipal Charges            3.8          4.0         4.1  
   Insurance on Buildings and Contents                   0.6          1.1         1.3  
                                                  -------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                    10.6%         7.3%        8.0% 
                                                  -------------------------------------
Income before Other Fixed Charges***                    40.9%        42.9%       38.2% 
                                                  =====================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0% 
Departmental Expenses:
   Salaries and Wages including Vacation                13.0%        13.1%       14.3% 
   Payroll Taxes and Employee Benefits                   2.1          3.5         4.3  
                                                  -------------------------------------
     Subtotal                                           15.1%        16.6%       18.6% 
   Laundry, Linen, and Guest Supplies                    2.6          1.4         1.5  
   Commissions and Reservation Expenses                  1.6          1.5         1.8  
   Complimentary Food and/or Beverage Expenses           1.6          1.8         1.1  
   All Other Expenses                                    2.1          2.7         3.1  
                                                  -------------------------------------
     Total Rooms Expense                                23.0%        24.0%       26.1% 
                                                  -------------------------------------
   Rooms Departmental Income                            77.0%        76.0%       73.9% 
                                                  =====================================
Percentage of Occupancy                                 69.0%        70.2%       69.9% 
Average Daily Rate per Occupied Room                   $47.93       $50.46      $56.90 
Average Size (Rooms)                                      54          118         186  
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              77
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15
================================================================================

<TABLE>
<CAPTION>
                                                    All Limited-Service              Average for
                                                           Hotels                      Top 25%*
                                                  -------------------------   ----------------------
                                                                  Compared                 Compared
                                                       1995       with 1994      1995      with 1994
                                                  --------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>    
Revenues:                                                                                           
   Rooms                                            $ 13,057          6.7%   $ 18,002          7.3% 
   Telephone                                             331          4.0         449          4.1  
   Other Operated Departments                            110          9.6         178        (12.0) 
   Rentals and Other Income                              170         17.4         249         30.1  
                                                  --------------------------------------------------
     Total Revenues                                 $ 13,669          6.8%   $ 18,878          7.2% 
                                                                                                    
Departmental Costs and Expenses:                                                                    
   Rooms                                            $  3,166          4.5%   $  3,950          3.4% 
   Telephone                                             206          7.3         256          9.0  
   Other Operated Departments                             80         34.5         139         27.9  
                                                  --------------------------------------------------
     Total Costs and Expenses                       $  3,452          5.2%   $  4,345          4.4% 
                                                  --------------------------------------------------
   Total Operated Departmental Income               $ 10,216          7.3%   $ 14,532          8.1% 
                                                                                                    
Undistributed Operating Expenses:**                                                                 
   Administrative and General                       $  1,225          8.4%   $  1,463          8.7% 
   Franchise Fees                                        256         10.7         265         (4.6) 
   Marketing and Guest Entertainment                     510          5.3         691          8.1  
   Property Operation and Maintenance                    759          5.8         858          3.4  
   Energy Costs                                          681         (3.2)        744         (3.5) 
   Other Unallocated Operated Departments                  3          N/C         --           --   
                                                  --------------------------------------------------
     Total Undistributed Expenses                   $  3,435          5.1%   $  4,021          4.1% 
                                                  --------------------------------------------------
   Income before Fixed Charges                      $  6,782          8.4%   $ 10,511          9.8% 
                                                                                                    
Management Fees, Property Taxes, and Insurance:**                                                   
   Management Fees                                  $    380        (24.0)%  $    597        (22.6)%
   Property Taxes and Other Municipal Charges            545          2.8         773          4.5  
   Insurance on Buildings and Contents                   147         (3.2)        203          6.6  
                                                  --------------------------------------------------
     Total Management Fees, Property Taxes,                                                         
       and Insurance                                $  1,072         (9.3)%  $  1,573         (7.5)%
                                                  --------------------------------------------------
Income before Other Fixed Charges***                $  5,710         12.5%   $  8,938         13.5% 
                                                  ==================================================
                                                                                                    
Rooms Department:                                                                                   
   Rooms Net Revenue                                $ 13,057          6.7%   $ 18,002          7.3% 
                                                                              
Departmental Expenses:                                                                              
   Salaries and Wages including Vacation            $  1,735          2.5%   $  2,107          1.5% 
   Payroll Taxes and Employee Benefits                   456         (2.2)        606         (1.1) 
                                                  --------------------------------------------------
     Subtotal                                       $  2,191          1.5%   $  2,713          0.9% 
   Laundry, Linen, and Guest Supplies                    203        (13.3)        211        (20.1) 
   Commissions and Reservation Expenses                  203          8.3         289          0.8  
   Complimentary Food and/or Beverage Expenses           219         12.7         287          6.7  
   All Other Expenses                                    350         38.1         450         45.0  
                                                  --------------------------------------------------
     Total Rooms Expense                            $  3,166          4.5%   $  3,950          3.4% 
                                                  --------------------------------------------------
   Rooms Departmental Income                        $  9,891          7.4%   $ 14,052          8.4% 
                                                  ==================================================
Percentage of Occupancy                                 69.9%         0.8%       78.1%         0.8% 
Average Daily Rate per Occupied Room                $   51.15         5.9%   $   63.13         6.4% 
Average Size (Rooms)                                     107         (0.2)%       111          0.1% 
</TABLE>

================================================================================

N/C - Data not comparable.
  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

78
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                                               Rate Groups
                                                  ---------------------------------------------------------------------------
                                                        Under $35.00           $35.00 to $50.00             Over $50.00
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>        <C>           <C>    
Revenues:                                                                                                                    
1  Rooms                                            $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
2  Telephone                                             206         (2.2)        277          3.3         406          5.0  
3  Other Operated Departments                            105          N/C          79         43.1         142         (7.0) 
4  Rentals and Other Income                              123        (10.8)        132         11.1         217         25.1  
                                                  ---------------------------------------------------------------------------
5    Total Revenues                                 $  7,788          3.8%   $ 11,384          7.0%   $ 16,891          6.8% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
6  Rooms                                            $  2,202          8.5%   $  2,766          5.0%   $  3,721          3.8% 
7  Telephone                                             166         (1.2)        184          6.6         235          8.8  
8  Other Operated Departments                             46         (1.2)         55          N/C         111         30.2  
                                                  ---------------------------------------------------------------------------
9    Total Costs and Expenses                       $  2,414          7.5%   $  3,005          5.7%   $  4,067          4.7% 
                                                  ---------------------------------------------------------------------------
10 Total Operated Departmental Income               $  5,374          2.2%   $  8,379          7.4%   $ 12,824          7.5% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
11 Administrative and General                       $    875          7.9%   $  1,084          7.5%   $  1,422          9.2% 
12 Franchise Fees                                        130          3.7         240         19.9         292          4.2 
13 Marketing and Guest Entertainment                     351         (0.3)        379          5.4         669          5.6  
14 Property Operation and Maintenance                    802         18.1         680          6.1         835          4.1  
15 Energy Costs                                          589         (9.3)        626         (3.7)        751         (2.1) 
16 Other Unallocated Operated Departments                 --          --            3          N/C           4          N/C  
                                                  ---------------------------------------------------------------------------
17   Total Undistributed Expenses                   $  2,748          5.0%   $  3,013          5.3%   $  3,972          4.9% 
                                                  ---------------------------------------------------------------------------
18 Income before Fixed Charges                      $  2,626         (0.6)%  $  5,366          8.7%   $  8,851          8.6% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
19 Management Fees                                  $    244          2.2%   $    300        (25.6)%  $    484        (24.4)%
20 Property Taxes and Other Municipal Charges            275        (10.2)        457          3.5         675          3.2  
21 Insurance on Buildings and Contents                    90        (21.9)        124         (6.4)        178          1.0  
                                                  ---------------------------------------------------------------------------
22   Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $    609         (7.7)%  $    881         (9.8)%  $  1,337         (9.1)%
                                                  ---------------------------------------------------------------------------
23 Income before Other Fixed Charges***             $  2,017          1.7%   $  4,485         13.3%   $  7,514         12.5% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
24 Rooms Net Revenue                                $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
                                                                                                                             
Departmental Expenses:                                                                                                       
25 Salaries and Wages including Vacation            $  1,285          4.9%   $  1,548          2.8%   $  1,995          2.0% 
26 Payroll Taxes and Employee Benefits                   296          6.6         369         (4.9)        568         (0.9) 
                                                  ---------------------------------------------------------------------------
27   Subtotal                                       $  1,581          5.3%   $  1,917          1.2%   $  2,563          1.4% 
28 Laundry, Linen, and Guest Supplies                    241         17.1         197         (7.9)        204        (21.5) 
29 Commissions and Reservation Expenses                   74         12.5         158         13.5         269          5.2  
30 Complimentary Food and/or Beverage Expenses            45         22.6         196         18.5         267          8.3  
31 All Other Expenses                                    261         18.8         298         35.3         417         42.2  
                                                  ---------------------------------------------------------------------------
32   Total Rooms Expense                            $  2,202          8.5%   $  2,766          5.1%   $  3,720          3.8% 
                                                  ---------------------------------------------------------------------------
33 Rooms Departmental Income                        $  5,151          1.6%   $  8,129          7.5%   $ 12,406          7.7% 
                                                  ===========================================================================
34 Percentage of Occupancy                              64.3%         2.2%       67.3%         1.1%       73.5%         0.3% 
35 Average Daily Rate per Occupied Room             $   31.31         1.3%   $   44.34         5.7%   $   60.14         6.4% 
36 Average Size (Rooms)                                   98         (0.6)%       100         (0.2)%       116         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              79
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                         Geographic Divisions
   -----------------------------------------------------------------------------------------------------------------------------
         New England                   North                    South                    South                  Mountain
     and Middle Atlantic              Central                  Atlantic                 Central                and Pacific    
   -------------------------  -----------------------  -----------------------  -----------------------  -----------------------
                   Compared                 Compared                 Compared                 Compared                 Compared 
        1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994
   -----------------------------------------------------------------------------------------------------------------------------
<S>  <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>    
                                                                                                                                
1    $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
2         465          0.1         369          8.1         355         13.6         270         (1.9)        313          0.1  
3         240         34.0          58         36.6         166         33.3          46         (0.2)        122        (21.2) 
4         191         16.7         200         20.3         178         15.9          95          5.0         233         24.8  
   -----------------------------------------------------------------------------------------------------------------------------
5    $ 15,747          6.6%   $ 13,645          6.9%   $ 13,350         11.5%   $ 13,354          4.0%   $ 13,668          5.8% 
                                                                                                                                
                                                                                                                                
6    $  4,191          5.1%   $  3,148          4.8%   $  3,019          6.8%   $  2,958          3.1%   $  3,227          3.8% 
7         264         (5.3)        204          1.6         230          8.2         188         15.3         186          8.2  
8         209         46.4          42          N/C         118         33.4          38          N/C          75          9.6  
   -----------------------------------------------------------------------------------------------------------------------------
9    $  4,664          5.8%   $  3,394          5.1%   $  3,367          7.6%   $  3,185          4.1%   $  3,488          4.2% 
   -----------------------------------------------------------------------------------------------------------------------------
10   $ 11,083          6.9%   $ 10,252          7.5%   $  9,984         12.9%   $ 10,169          4.0%   $ 10,180          6.3% 
                                                                                                                                
                                                                                                                                
11   $  1,611          8.0%   $  1,187          5.6%   $  1,311         10.7%   $  1,118         10.4%   $  1,163          5.8% 
12        463          4.3         384          6.8         353         12.8         160         10.7         122         24.0  
13        715        (13.0)        537         10.0         575          4.2         372         13.8         530          7.3  
14        894          3.6         679         (0.3)        754          8.2         702          2.7         843         11.7  
15        945         (0.2)        645         (1.9)        725          1.2         627         (3.5)        633         (9.7) 
16          8        (40.1)        --           --            6          --            4          --          --           --   
   -----------------------------------------------------------------------------------------------------------------------------
17   $  4,636          1.2%   $  3,432          3.7%   $  3,724          7.6%   $  2,983          5.9%   $  3,290          4.6% 
   -----------------------------------------------------------------------------------------------------------------------------
18   $  6,447         11.5%   $  6,820          9.6%   $  6,260         16.4%   $  7,186          3.2%   $  6,889          7.1% 
                                                                                                                                
                                                                                                                                
19   $    544         15.2%   $    569         (3.5)%  $    387         (8.4)%  $    192          N/C    $    430        (20.4)%
20        863         15.3         640          2.6         476          0.3         518          0.3%        473          2.1  
21        107        (39.2)         98        (13.6)        146         (6.4)        174         22.2         159         (9.4) 
   -----------------------------------------------------------------------------------------------------------------------------
22   $  1,514          8.4%   $  1,307         (1.5)%  $  1,009         (4.1)%  $    884        (23.3)%  $  1,062         (9.9)%
   -----------------------------------------------------------------------------------------------------------------------------
23   $  4,933         12.4%   $  5,513         12.6%   $  5,251         21.3%   $  6,302          8.4%   $  5,828         11.0% 
   =============================================================================================================================
                                                                                                                                
                                                                                                                                
24   $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
                                                                                                                                
                                                                                                                                
25   $  2,317          2.8%   $  1,770          5.8%   $  1,637          3.0%   $  1,590          0.6%   $  1,790          2.1% 
26        693          6.8         317        (12.3)        397          1.6         488         (3.2)        480         (3.0) 
   -----------------------------------------------------------------------------------------------------------------------------
27   $  3,010          3.7%   $  2,087          2.6%   $  2,034          2.7%   $  2,078         (0.4)%  $  2,270          1.0% 
28        237         (8.1)        260          2.9         215        (12.2)        120        (38.7)        247         (2.0) 
29        306         (4.2)        234          1.0         224         15.9         136          8.3         211         14.2  
30        199         48.4         260          8.6         211         24.8         234          4.2         187          8.5  
31        440         18.1         307         25.7         334         39.6         389          N/C         311         24.3  
   -----------------------------------------------------------------------------------------------------------------------------
32   $  4,192          5.1%   $  3,148          4.8%   $  3,018          6.8%   $  2,957          3.0%   $  3,226          3.8% 
   -----------------------------------------------------------------------------------------------------------------------------
33   $ 10,659          6.8%   $  9,870          7.2%   $  9,633         12.6%   $  9,986          4.5%   $  9,774          6.7% 
   =============================================================================================================================
27       69.0%         1.3%       71.6%         0.2%       70.9%         3.7%       71.0%        (1.2)%      66.8%         0.6% 
28   $   58.94         5.0%   $   49.83         6.4%   $   48.92         7.2%   $   49.93         5.4%   $   53.28         5.3% 
29        116         (1.0)%        80          --          123         (0.2)%       122         (0.3)%        96         (0.1)%
</TABLE>

================================================================================

                                                                     (Continued)

80
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                         Property Size Classifications
                                                  ---------------------------------------------------------------------------
                                                             Under                  75 to 150                   Over
                                                           75 Rooms                   Rooms                  150 Rooms
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                 <C>             <C>      <C>             <C>      <C>            <C>    
Revenues:                                                                                                                    
   Rooms                                            $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
   Telephone                                             330         10.5         316          3.2         399          2.6  
   Other Operated Departments                             38         (7.5)         89          2.7         259         24.9  
   Rentals and Other Income                              137         42.5         150         19.3         286          5.8  
                                                  ---------------------------------------------------------------------------
     Total Revenues                                 $ 12,577          5.5%   $ 13,486          6.9%   $ 15,394          7.3% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
   Rooms                                            $  2,779          2.7%   $  3,103          5.1%   $  3,770          3.9% 
   Telephone                                             195         (0.2)        199          9.3         246          6.0  
   Other Operated Departments                             25         28.6          65          N/C         191         16.2  
                                                  ---------------------------------------------------------------------------
     Total Costs and Expenses                       $  2,999          2.7%   $  3,368          5.9%   $  4,206          4.6% 
                                                  ---------------------------------------------------------------------------
   Total Operated Departmental Income               $  9,578          6.4%   $ 10,118          7.2%   $ 11,187          8.4% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
   Administrative and General                       $  1,038          6.4%   $  1,213          8.8%   $  1,437          8.3% 
   Franchise Fees                                        332         10.1         232         14.5         297         (0.2)
   Marketing and Guest Entertainment                     465         (0.7)        485          7.8         656          1.6  
   Property Operation and Maintenance                    692          7.3         745          5.6         878          5.5  
   Energy Costs                                          576        (10.7)        673         (2.9)        803          0.8  
   Other Unallocated Operated Departments                 --          N/C           4          N/C           4          --   
                                                  ---------------------------------------------------------------------------
     Total Undistributed Expenses                   $  3,102          2.2%   $  3,352          5.8%   $  4,075          4.5% 
                                                  ---------------------------------------------------------------------------
   Income before Fixed Charges                      $  6,476          8.5%   $  6,766          7.8%   $  7,112         10.7% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
   Management Fees                                  $    775          6.5%   $    299        (33.3)%  $    388        (26.8)%
   Property Taxes and Other Municipal Charges            473          0.1         539          3.0         634          4.0  
   Insurance on Buildings and Contents                    81        (40.5)        146         (1.2)        206         14.1  
                                                  ---------------------------------------------------------------------------
     Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $  1,330         (0.6)%  $    984        (12.1)%  $  1,228         (7.0)%
                                                  ---------------------------------------------------------------------------
   Income before Other Fixed Charges***             $  5,146         11.1%   $  5,782         12.2%   $  5,884         15.3% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
   Rooms Net Revenue                                $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
                                                                                                                             
Departmental Expenses:                                                                                                       
   Salaries and Wages including Vacation            $  1,572          3.0%   $  1,691          2.7%   $  2,066          1.6% 
   Payroll Taxes and Employee Benefits                   254        (14.3)        458         (2.3)        618          3.4  
                                                  ---------------------------------------------------------------------------
     Subtotal $                                     $  1,826          0.2%   $  2,149          1.5%   $  2,684          2.0% 
   Laundry, Linen, and Guest Supplies                    320         21.1         176        (20.7)        217        (16.4) 
   Commissions and Reservation Expenses                  192         12.2         191         10.9         264         (1.1) 
   Complimentary Food and/or Beverage Expenses           194          9.9         237         13.6         163          9.8  
   All Other Expenses                                    247         (8.8)        349         49.1         442         37.8  
                                                  ---------------------------------------------------------------------------
     Total Rooms Expense                            $  2,779          2.7%   $  3,102          5.0%   $  3,770          3.9% 
                                                  ---------------------------------------------------------------------------
   Rooms Departmental Income                        $  9,293          5.8%   $  9,829          7.4%   $ 10,680          8.4% 
                                                  ===========================================================================
   Percentage of Occupancy                              69.0%         0.1%       70.2%         0.7%       69.6%         1.8% 
   Average Daily Rate per Occupied Room             $   47.93         5.0%   $   50.46         6.2%   $   56.90         5.3% 
   Average Size (Rooms)                                   54         (0.1)%       118         (0.2)%       186         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              81
<PAGE>

                              SMITH TRAVEL RESEARCH
                     HOTEL OPERATING STATISTICS 1996 REPORT
================================================================================

LIMITED-SERVICE HIGHLIGHTS

o     Limited-service hotels showed strong profitability improvement from 14.6
      percent of total revenue in 1994 to 23.0 percent in 1995.

o     Sample Characteristics:

        -   Sample comprised of 1,410 limited-service hotels.

        -   Occupancy was slightly lower at 72.7 percent...highest occupancies
            were in Southeast states.

        -   Room Rates increased 1.4 percent to $55.18...highest ADR's were in
            Middle Atlantic (New York) and Pacific (Hawaii) regions.

        -   RevPAR improved to $40.12.

o     Gross operating profit (GOP) (before management fees) improved from 45.2
      percent in 1994 to 46.6 percent in 1995...GOP was above 44 percent across
      all census regions except New England.

o     Higher priced properties generally reported higher GOP and pre-tax income.

o     Total fixed charges (including property taxes and insurance) decreased
      12.5 percent from $3,530 per available room in 1994 to $3,087 in
      1995...fixed charges were highest in Mountain and Pacific regions.

o     Payroll and related expenses, as a ratio to sales, were higher for West
      South Central and Pacific region properties...highest labor expense per
      available room was in Pacific region (Hawaii).

o     Expressed as an amount per available room, limited-service profits
      improved over 12 percent from $3,091 per room in 1994 to $3,474 in 1995
      due to GOP enhancements and reduced fixed charges.

o     Properties in the Central regions reported the highest pre-tax income
      ranging from 22.8 percent to 29.4 of total revenue, while properties in
      New England reported the lowest pre-tax income at 13.0 percent of total
      revenue.

o     Chain-Affiliated properties, with pre-tax income of 23.8 percent, were
      more profitable than the reporting Independent properties at 10.4 percent.


24
<PAGE>

Limited-Service Hotels--Statements of Operating Income & Expenses - 1995

<TABLE>
<CAPTION>
- --------------------------------     -----------------------------------------------------------------------------------------------
                                                                             Geographic Region
- --------------------------------     -----------------------------------------------------------------------------------------------
Ratios to Sales                          New     Middle     South   East North  East South  West North  West South
                                       England  Atlantic  Atlantic    Central     Central     Central     Central  Mountain  Pacific
<S>                                    <C>       <C>       <C>        <C>         <C>          <C>        <C>        <C>      <C>   
Occupancy                               66.1%     70.8%     75.0%      73.4%       74.7%        72.4%      72.3%      73.3%    68.7%
Average Size of Property (Rooms)         105       112       125        114         114          123        127        124      133
Average Rate                           $52.95    $60.23    $52.66     $53.88      $51.96       $54.46     $53.65     $58.05   $62.93

REVENUE
  Rooms                                 95.1%     95.7%     95.7%      95.9%       96.1%        95.7%      95.3%      95.1%    94.2%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Other Food & Beverage                   .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                              2.3       2.3       2.2        2.2         1.8          2.0        1.1        1.6      2.5
  Minor Operated Departments              .6       1.1        .9        1.2          .8          1.1         .5        1.0      1.3
  Rentals & Other Income                 2.0        .9       1.3         .7         1.3          1.3        3.1        2.2      2.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Revenue                        100.0%    100.0%    100.0%     100.0%      100.0%       100.0%     100.0%     100.0%   100.0%

DEPARTMENTAL EXPENSES
  Rooms                                 25.0%     24.9%     25.5%      23.6%       25.7%        27.1%      28.5%      27.2%    28.3%
  Food & Beverage                         .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                             79.4      72.5      96.4       72.7        97.1         86.5       72.2       68.5     59.4
  Other Departmental Expenses             .9        .6        .5         .5          .7           .5         .6         .8      1.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Expenses           26.5%     26.1%     27.0%      24.7%       27.1%        28.1%      28.6%      27.8%    29.2%
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Profit             73.5%     73.9%     73.0%      75.3%       72.9%        71.9%      71.4%      72.2%    70.8%

UNDISTRIBUTED OPERATING EXPENSES
  Administrative & General              12.1%     10.9%     10.0%       9.7%        9.2%         9.4%       8.3%       8.6%     9.4%
  Marketing                              3.7       3.8       4.7        4.6         4.4          5.0        3.5        4.2      4.9
  Franchise Fee                          2.8       2.5       2.0        2.0         2.1          2.0         .9        2.0      1.7
  Energy                                 7.0       6.4       5.7        5.0         4.9          4.6        4.7        4.7      5.0
  Property Operation & Maintenance       5.8       5.2       5.7        5.6         4.8          5.4        3.8        4.6      5.2
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Undistributed Operating
   Expenses                             31.3%     28.8%     28.1%      26.8%       25.5%        26.4%      21.2%      24.0%    26.0%

  GROSS OPERATING PROFIT                42.2%     45.1%     44.9%      48.5%       47.4%        45.5%      50.2%      48.2%    44.8%

  Management Fees                        2.3%      2.4%      3.2%       2.7%        3.2%         2.5%       3.9%       3.0%     2.8%
- ------------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE FIXED CHARGES*            39.9%     42.7%     41.7%      45.8%       44.2%        43.0%      46.3%      45.2%    42.0%
  Property Taxes                         4.5%      5.2%      3.1%       4.3%        2.6%         4.4%       3.8%       3.4%     3.2%
  Insurance                               .9        .9       1.0         .9         1.0          1.0        1.1        1.0      1.4
  Reserve For Replacement                 .3       1.1       1.1         .1          .2           .3         .1         .5       .6
- ------------------------------------------------------------------------------------------------------------------------------------
AMOUNT AVAILABLE FOR DEBT SERVICE
& OTHER FIXED CHARGES                   34.2%     35.5%     36.5%      40.5%       40.4%        37.3%      41.3%      40.3%    36.8%

Total Fixed Charges* (Including
  Property Taxes & Insurance)           26.9%     25.5%     19.3%      19.5%       14.8%        20.2%      18.0%      23.5%    24.9%
- ------------------------------------------------------------------------------------------------------------------------------------
Pre-Tax Income (Loss)                   13.0%     17.2%     22.4%      26.3%       29.4%        22.8%      28.3%      21.7%    17.1%
====================================================================================================================================
PAYROLL & RELATED EXPENSES
  Rooms                                 17.7%     18.2%     16.9%      15.7%       16.1%        17.7%      19.8%      17.0%    18.7%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                               .0       1.3        .7         .2          .0           .0         .0         .6       .6
  Other Operated Departments              .2        .3        .1         .1          .1           .2         .1         .2       .2
  Administrative & General               4.3       4.3       4.5        4.2         4.0          4.1        4.0        4.4      5.0
  Marketing                              1.7       1.3       1.7        1.6         1.2          1.8        1.9        1.6      1.8
  Property Operations & Maintenance      2.6       2.1       2.5        2.4         2.3          2.3        2.6        2.4      2.6
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Payroll & Related Expenses      25.6%     25.5%     25.0%      23.4%       23.1%        25.3%      27.5%      24.8%    27.2%
</TABLE>

* Total Fixed Charges does not include deductions for Replacements; but does
  include Depreciation and Amortization, Interest, Rent and Equipment Leases.

Expense ratios to sales for departmental expenses are based on their respective
departmental revenues. All other expenses are based on total revenue. Totals may
not add due to rounding.


26
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------   --------------------------------------  ---------------------------
                 Location                                     Price Category                        Size
- ----------------------------------------------   --------------------------------------  ---------------------------
                                                                                         Under 75  75-125   Over 125
 Urban   Suburban   Airport   Highway   Resort   Upscale   Mid-Price   Economy   Budget    Rooms    Rooms     Rooms
<S>       <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>      <C>      <C>       <C>   
 73.2%     73.6%     74.4%     71.3%     70.8%     76.5%     72.4%      71.9%     69.1%    68.4%    73.1%     73.4%
  150       125       134       109       172       133       123        115       109       57      108       159
$70.88    $58.55    $53.02    $49.40    $61.51    $74.44    $54.25     $47.67    $39.99   $52.05   $51.89    $61.05

 94.2%     95.3%     95.3%     96.1%     92.9%     95.1%     95.0%      96.0%     96.3%    96.2%    95.8%     94.8%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.1       2.3       1.8       1.7       2.0       2.5       1.7        1.8       2.1      2.2      1.9       2.1
  1.4       1.2        .7        .6       1.3       1.6       1.0         .6        .5       .6       .8       1.2
  2.2       1.3       2.2       1.6       3.8        .8       2.3        1.6       1.1       .9      1.4       1.9
- --------------------------------------------------------------------------------------------------------------------
100.0%    100.0%    100.0%    100.0%    100.0%    100.0%    100.0%     100.0%    100.0%   100.0%   100.0%    100.0%

 27.3%     25.4%     28.5%     25.9%     28.8%     23.5%     26.9%      26.6%     26.9%    26.2%    25.5%      6.7%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
132.0      68.3      74.3      88.3      86.4      73.8      68.4       91.2      92.9     83.1     83.0      75.2
  1.0        .8        .5        .4       1.4       1.0        .8         .5        .3       .4       .5        .9
- --------------------------------------------------------------------------------------------------------------------
 29.5%     26.6%     29.0%     26.8%     29.9%     25.2%     27.5%      27.7%     28.2%    27.5%    26.5%     27.8%
- --------------------------------------------------------------------------------------------------------------------
 70.5%     73.4%     71.0%     73.2%     70.1%     74.8%     72.5%      72.3%     71.8%    72.5%    73.5%     72.2%

  9.4%      9.6%      9.4%      9.7%     10.6%      9.2%      9.1%       9.8%     10.9%    13.1%     9.3%      9.1%
  4.7       4.9       4.1       3.8       6.3       5.7       4.2        3.8       3.6      3.7      4.4       4.6
  1.5       2.2       1.7       1.6       1.4       2.1       2.2        1.2       1.9      3.5      1.7       1.7
  4.9       5.2       5.0       5.5       5.3       4.5       4.8        5.4       7.2      6.3      5.2       5.1
  5.2       5.0       4.3       5.6       5.1       4.6       4.2        5.5       7.4      5.2      5.5       4.7
- --------------------------------------------------------------------------------------------------------------------
 25.8%     26.8%     24.5%     26.2%     28.7%     26.1%     24.5%      25.8%     30.9%    31.8%    26.1%     25.2%

 44.7%     46.6%     46.5%     47.0%     41.4%     48.7%     48.0%       6.5%      0.9%    40.7%    47.4%     47.0%

  3.3%      3.2%      3.4%      2.7%      3.2%      2.8%      3.8%       2.6%      2.2%     3.4%     2.6%     $3.5%
- --------------------------------------------------------------------------------------------------------------------
 41.4%     43.4%     43.1%     44.3%     38.2%     45.9%     44.2%      43.9%     38.7%    37.3%    44.8%     43.5%

  3.9%      3.7%      4.1%      3.6%      2.1%      3.4%      3.4%       3.9%      4.2%     3.7%     3.6%      3.9%
  1.1       1.0       1.0       1.1       1.2       1.0       1.1        1.0       1.1      1.5      1.0       1.0
   .7        .5        .2        .6        .6        .2        .0         .5       1.2      1.5       .5        .4
- --------------------------------------------------------------------------------------------------------------------
 35.7%     38.2%     37.8%     39.0%     34.3%     41.3%     39.3%      38.5%     32.2%    30.6%    39.7%     38.2%

 17.6%     22.3%     18.2%     19.8%     20.6%     18.4%     21.7%      19.7%     22.0%    33.3%    18.2%     20.4%
- --------------------------------------------------------------------------------------------------------------------
 23.8%     21.1%     24.9%     24.5%     17.6%     27.5%     22.5%      24.2%     16.7%     4.0%    26.6%     23.1%
====================================================================================================================

 17.9%     15.7%     19.7%     18.7%     19.7%     11.9%     18.1%      19.7%     20.8%    18.3%    17.4%     17.2%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.8        .1        .3        .4       5.6        .3        .4        1.2        .0       .0       .3        .9
   .3        .1        .0        .2        .4        .1        .1         .4        .7       .1       .1        .2
  4.0       4.2       4.1       4.6       5.2       3.8       4.0        4.8       4.8      4.9      4.3       4.2
  1.9       1.5       1.9       1.6       3.0       1.5       1.2        2.2       1.7       .3      1.7       2.0
  2.5       2.3       2.4       2.5       2.6       2.1       2.2        2.5       2.8      2.0      2.4       2.5
- --------------------------------------------------------------------------------------------------------------------
 25.6%     23.1%     27.2%     26.9%     29.6%     18.8%     24.7%      28.8%     30.0%    24.9%    25.2%     25.2%
</TABLE>


                                                                              27
<PAGE>

                                                                      ----------
                                                                       SPECIAL
                                                                      SUPPLEMENT
                                                                      ----------

================================================================================
TRENDS IN THE HOTEL INDUSTRY
United States Cities 1995 and 1996 Projections
================================================================================

<TABLE>
<CAPTION>
                                         Occupancy                    Average Daily Rate
                                ---------------------------------------------------------------
                                 1994     1995        1996       1994       1995        1996
                                Actual  Estimated   Projected   Actual    Estimated   Projected
                                ---------------------------------------------------------------
<S>                              <C>       <C>         <C>      <C>        <C>         <C>   
South Central Cities
   Austin, TX                    74.4%     76.0%       75.0%    $63.13     $65.50      $68.00
   Baton Rouge, LA               66.4      67.0        67.0      49.78      51.75       54.00
   Birmingham, AL                68.4      68.6        69.0      57.00      59.75       60.75
   Corpus Christi, TX            63.7      67.0        66.0      53.45      55.00       57.00
   Dallas/Fort Worth, TX         68.5      70.0        70.0      72.31      76.00       79.00
   El Paso, TX                   72.8      72.5        73.0      43.76      44.50       46.00
   Houston, TX                   64.3      64.0        65.0      67.32      71.00       74.00
   Jackson, MS                   65.6      65.0        67.0      48.90      49.20       51.00
   Knoxville, TN                 63.4      64.7        65.7      55.38      56.49       57.25
   Little Rock, AR               64.4      61.0        61.5      45.32      48.25       49.00
   Memphis, TN                   70.8      71.0        73.0      63.05      65.95       66.75
   Nashville, TN                 78.0      82.8        84.0      93.32      97.62       99.00
   New Orleans, LA               73.4      73.5        75.0      89.61      92.75       95.00
   Oklahoma City, OK             62.0      66.3        67.5      46.47      49.21       51.00
   San Antonio, TX               71.5      71.0        72.0      69.79      71.75       74.00
   Tulsa, OK                     58.8      59.2        61.0      56.79      58.54       59.00
                               -----------------       ---------------     ------------------
             Subtotal            68.6%     69.3%       70.0%    $69.56     $72.66      $75.28

Mountain and Pacific Cities

   Albuquerque, NM               73.4%     71.3%       73.0%    $63.28     $67.24      $68.00
   Billings, MT                  60.2      60.4        62.0      48.58      49.35       52.00
   Boise, ID                     75.5      75.0        75.0      58.00      62.00       64.00
   Colorado Springs, CO          69.3      69.7        71.2      59.31      62.33       63.75
   Denver, CO                    72.0      74.0        75.0      64.42      69.72       71.00
   Great Falls, MT               60.0      65.2        66.0      48.29      48.02       50.00
   Honolulu, HI                  81.1      80.2        80.5      98.82     105.00      110.00
   Los Angeles, CA               66.3      67.0        68.0      83.05      85.00       88.00
   Orange County, CA             65.5      69.0        70.0      76.50      77.34       80.24
   Phoenix, AZ                   71.4      72.9        73.0      90.13      99.34      100.00
   Portland, OR                  75.0      77.0        75.0      85.00      89.00       92.00
   Sacramento, CA                71.3      70.9        72.0      70.09      74.88       77.00
   Salt Lake City, UT            79.7      78.9        80.0      58.44      62.28       64.75
   San Diego County, CA          67.1      70.0        71.0      77.71      81.00       84.00
   San Francisco, CA             70.1      73.8        75.7     105.92     108.68      112.50
   Santa Fe, NM                  71.2      70.5        71.5     109.21     108.45      109.75
   Scottsdale, AZ                70.9      72.8        73.0     112.76     121.21      123.50
   Seattle, WA                   75.5      77.0        78.0     100.00     104.00      107.00
   Tucson, AZ                    69.2      71.6        72.0      74.25      78.68       79.00

             Subtotal            71.2%     72.5%       73.2%    $84.25     $88.41      $91.19
                               -----------------       ---------------     ------------------
             Total Cities        70.1%     71.3%       72.1%    $83.65     $87.51      $90.64
                               -----------------       ---------------     ------------------
             National Average*   68.9%     70.2%       71.2%    $81.68     $85.24      $88.10
</TABLE>

================================================================================

* Average property size: 210 rooms.


                                                                              15
<PAGE>

                                Oregon West Area
                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                    OCCUPANCY                ROOM RATE               ROOM SUPPLY                     ROOM DEMAND                  
                    ----------------------   ---------------------   ---------------------------     -----------------------------  
                    CURRENT  PRIOR    %      CURRENT  PRIOR   %      CURRENT      PRIOR     %        CURRENT      PRIOR      %    
YEAR   MONTH        YEAR     YEAR     CHNG   YEAR     YEAR    CHNG   YEAR         YEAR      CHNG     YEAR         YEAR       CHNG 
- ----   -----        -------  -----    ----   -------  -----   ----   -------      -------   ----     -------      -------    -----
<S>    <C>          <C>      <C>     <C>    <C>      <C>      <C>    <C>          <C>       <C>      <C>          <C>         <C> 
1990   January      52.0     50.3      3.4   40.36    38.15    5.8    525450       510601    2.9      273408       257052      6.4
1990   February     53.8     55.0     -2.2   41.27    39.04    5.7    476812       461188    3.4      256564       253425      1.2
1990   March        67.5     67.3       .3   42.10    39.46    6.7    527899       510601    3.4      356513       343553      3.8
1990   April        69.9     69.8       .1   41.89    40.28    4.0    510870       494130    3.4      356873       344706      3.5
1990   May          71.7     72.5     -1.1   43.79    41.70    5.0    531650       510601    4.1      381372       369968      3.1
1990   June         83.5     82.3      1.5   46.35    44.94    3.1    514500       503910    2.1      429463       414739      3.6
1990   July         87.6     88.9     -1.5   51.43    48.76    5.5    531650       523249    1.6      465975       465247       .2
1990   August       92.8     93.7     -1.0   52.30    49.52    5.6    533572       523249    2.0      495385       490539      1.0
1990   September    84.4     87.9     -4.0   50.09    46.47    7.8    516360       506370    2.0      436024       444987     -2.0
1990   October      74.2     77.5     -4.3   47.00    44.12    6.5    533572       523249    2.0      395689       405438     -2.4
1990   November     57.3     61.6     -7.0   43.86    40.34    8.7    516360       506370    2.0      296026       311974     -5.1
1990   December     45.2     52.0    -13.1   39.53    38.98    1.4    533572       523249    2.0      240966       272029    -11.4
                    --------------------------------------------------------------------------------------------------------------
       TOTAL 1990   70.1     71.7     -2.2   45.85    43.43    5.6   6252267      6096767    2.6     4384258      4373657       .2
                                                                                                                                  
       ROOM SAMPLE PERCENT - 22.6%        Number of Sample Properties - 43          Number of Census Properties - 268             
                                                                                                                                  
1991   January      47.6     52.0     -8.5   43.20    40.36    7.0    533572       525450    1.5      253786       273408     -7.2
1991   February     54.5     53.8      1.3   45.59    41.27   10.5    481936       476812    1.1      262506       256564      2.3
1991   March        61.1     67.5     -9.5   45.16    42.10    7.3    533572       527899    1.1      325864       356513     -8.6
1991   April        66.5     69.9     -4.9   45.86    41.89    9.5    516360       510870    1.1      343457       356873     -3.8
1991   May          68.3     71.7     -4.7   47.44    43.79    8.3    535215       531650     .7      365449       381372     -4.2
1991   June         79.7     83.5     -4.6   51.10    46.35   10.2    519630       514500    1.0      414074       429463     -3.6
1991   July         85.2     87.6     -2.7   54.86    51.43    6.7    542345       531650    2.0      461971       465975      -.9
1991   August       92.3     92.8      -.5   56.39    52.30    7.8    542345       533572    1.6      500420       495385      1.0
1991   September    82.2     84.4     -2.6   51.87    50.09    3.6    524850       516360    1.6      431379       436024     -1.1
1991   October      70.5     74.2     -5.0   49.54    47.00    5.4    542345       533572    1.6      382167       395689     -3.4
1991   November     58.5     57.3      2.1   46.18    43.86    5.3    524850       516360    1.6      307089       296026      3.7
1991   December     47.6     45.2      5.3   42.67    39.53    7.9    542345       533572    1.6      257945       240966      7.0
                    --------------------------------------------------------------------------------------------------------------
       TOTAL 1991   67.9     70.1     -3.1   49.22    45.85    7.4   6339365      6252267    1.4     4306107      4384258     -1.8
                                                                                                                                  
       ROOM SAMPLE PERCENT - 20.1%        Number of Sample Properties - 35          Number of Census Properties - 272
</TABLE>


                     ROOM REVENUE
                     ---------------------------------
                     CURRENT      PRIOR          % 
YEAR   MONTH         YEAR         YEAR           CHNG
- ----   -----         ---------    ---------      -----
1990   January        11033862      9807236       12.5
1990   February       10588195      9894509        7.0
1990   March          15008131     13557352       10.7
1990   April          14950219     13884718        7.7
1990   May            16698968     15428196        8.2
1990   June           19904464     18638833        6.8
1990   July           23962889     22685961        5.6
1990   August         25910139     24291128        6.7
1990   September      21842079     20680533        5.6
1990   October        18598260     17889634        4.0
1990   November       12985030     12585779        3.2
1990   December        9525768     10604092      -10.2
                    ----------------------------------
       TOTAL 1990    201008004    189947971        5.8
                    
1991   January        10963599     11033862        -.6
1991   February       11966443     10588195       13.0
1991   March          14715226     15008131       -2.0
1991   April          15750939     14950219        5.4
1991   May            17336728     16698968        3.8
1991   June           21159378     19904464        6.3
1991   July           25344416     23962889        5.8
1991   August         28216608     25910139        8.9
1991   September      22374564     21842079        2.4
1991   October        18932990     18598260        1.8
1991   November       14181656     12985030        9.2
1991   December       11005228      9525768       15.5
                    ----------------------------------
       TOTAL 1991    211947775    201008004        5.4
<PAGE>

                                Oregon West Area
                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                    OCCUPANCY                ROOM RATE               ROOM SUPPLY                     ROOM DEMAND                   
                    ----------------------   ---------------------   ---------------------------     ----------------------------- 
                    CURRENT  PRIOR    %      CURRENT  PRIOR   %      CURRENT      PRIOR     %        CURRENT      PRIOR      %     
YEAR   MONTH        YEAR     YEAR     CHNG   YEAR     YEAR    CHNG   YEAR         YEAR      CHNG     YEAR         YEAR       CHNG  
- ----   -----        -------  -----    ----   -------  -----   ----   -------      -------   ----     -------      -------    ----- 
<S>    <C>          <C>      <C>     <C>    <C>      <C>      <C>    <C>          <C>       <C>      <C>          <C>         <C>  
1992   January      47.9     47.6       .6   45.71    43.20    5.8    542345       533572    1.6      259669       253786      2.3 
1992   February     54.9     54.5       .7   48.00    45.59    5.3    491344       481936    2.0      269631       262506      2.7 
1992   March        61.7     61.1      1.0   48.03    45.16    6.4    543988       533572    2.0      335838       325864      3.1 
1992   April        64.6     66.5     -2.9   48.76    45.86    6.3    526440       516360    2.0      340249       343457      -.9 
1992   May          67.7     68.3      -.9   49.73    47.44    4.8    545786       535215    2.0      369717       365449      1.2 
1992   June         78.1     79.7     -2.0   51.57    51.10     .9    528180       519630    1.6      412346       414074      -.4 
1992   July         84.3     85.2     -1.1   56.80    54.86    3.5    545786       542345     .6      459975       461971      -.4 
1992   August       86.1     92.3     -6.7   58.18    56.39    3.2    545786       542345     .6      469936       500420     -6.1 
1992   September    76.9     82.2     -6.4   54.49    51.87    5.1    528180       524850     .6      406228       431379     -5.8 
1992   October      66.6     70.5     -5.5   50.86    49.54    2.7    545786       542345     .6      363321       382167     -4.9 
1992   November     53.8     58.5     -8.0   48.53    46.18    5.1    528180       524850     .6      284364       307089     -7.4 
1992   December     45.2     47.6     -5.0   44.54    42.67    4.4    545786       542345     .6      246682       257945     -4.4 
                    ---------------------------------------------------------------------------------------------------------------
       TOTAL 1992   65.7     67.9     -3.2   51.22    49.22    4.1   6417587      6339365    1.2     4217956      4306107     -2.0 
                                                                                                                                   
       ROOM SAMPLE PERCENT - 22.5%        Number of Sample Properties - 41          Number of Census Properties - 274              
                                                                                                                                   
1993   January      42.6     47.9    -11.1   48.44    45.71    6.0    545786       542345     .6      232483       259669    -10.5 
1993   February     50.2     54.9     -8.6   50.23    48.00    4.6    494592       491344     .7      248072       269631     -8.0 
1993   March        58.4     61.7     -5.3   50.04    48.03    4.2    547584       543988     .7      320021       335838     -4.7 
1993   April        61.5     64.6     -4.8   49.77    48.76    2.1    529920       526440     .7      325953       340249     -4.2 
1993   May          63.7     67.7     -5.9   51.08    49.73    2.7    547584       545786     .3      348550       369717     -5.7 
1993   June         72.2     78.1     -7.6   54.94    51.57    6.5    531150       528180     .6      383462       412346     -7.0 
1993   July         82.5     84.3     -2.1   58.73    56.80    3.4    552296       545786    1.2      455795       459975      -.9 
1993   August       84.4     86.1     -2.0   61.15    58.18    5.1    552296       545786    1.2      465896       469936      -.9 
1993   September    73.9     76.9     -3.9   56.80    54.49    4.2    534480       528180    1.2      395040       406228     -2.8 
1993   October      65.3     66.6     -2.0   53.15    50.86    4.5    553226       545786    1.4      361459       363321      -.5 
1993   November     54.8     53.8      1.9   50.02    48.53    3.1    535380       528180    1.4      293157       284364      3.1 
1993   December     43.1     45.2     -4.6   46.09    44.54    3.5    553226       545786    1.4      238198       246682     -3.4 
                    ---------------------------------------------------------------------------------------------------------------
       TOTAL 1993   62.8     65.7     -4.4   53.44    51.22    4.3   6477520      6417587     .9     4068086      4217956     -3.6 
                                                                                                                                   
       ROOM SAMPLE PERCENT - 27.1%        Number of Sample Properties - 50          Number of Census Properties - 279              
</TABLE>


                    ROOM REVENUE
                    ---------------------------------
                    CURRENT      PRIOR          % 
YEAR   MONTH        YEAR         YEAR           CHNG
- ----   -----        ---------    ---------      -----
1992   January       11869039     10963599        8.3
1992   February      12943170     11966443        8.2
1992   March         16129238     14715226        9.6
1992   April         16591502     15750939        5.3
1992   May           18386521     17336728        6.1
1992   June          21266129     21159378         .5
1992   July          26127964     25344416        3.1
1992   August        27338560     28216608       -3.1
1992   September     22135298     22374564       -1.1
1992   October       18477633     18932990       -2.4
1992   November      13801519     14181656       -2.7
1992   December      10986340     11005228        -.2
                    ---------------------------------
       TOTAL 1992   216052913    211947775        1.9

                    
1993   January       11261788     11869039       -5.1
1993   February      12459948     12943170       -3.7
1993   March         16013869     16129238        -.7
1993   April         16222805     16591502       -2.2
1993   May           17805505     18386521       -3.2
1993   June          21067886     21266129        -.9
1993   July          26768298     26127964        2.5
1993   August        28491339     27338560        4.2
1993   September     22438409     22135298        1.4
1993   October       19210933     18477633        4.0
1993   November      14664344     13801519        6.3
1993   December      10978609     10986340        -.1
                    ---------------------------------
       TOTAL 1993   217383733    216052913         .6
                    
<PAGE>

                                Oregon West Area
                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                    OCCUPANCY                ROOM RATE               ROOM SUPPLY                     ROOM DEMAND                   
                    ----------------------   ---------------------   ---------------------------     ----------------------------- 
                    CURRENT  PRIOR    %      CURRENT  PRIOR   %      CURRENT      PRIOR     %        CURRENT      PRIOR      %     
YEAR   MONTH        YEAR     YEAR     CHNG   YEAR     YEAR    CHNG   YEAR         YEAR      CHNG     YEAR         YEAR       CHNG  
- ----   -----        -------  -----    ----   -------  -----   ----   -------      -------   ----     -------      -------    ----- 
<S>    <C>          <C>      <C>     <C>    <C>      <C>      <C>    <C>          <C>       <C>      <C>          <C>         <C>  
1994   January      43.1     42.6      1.2   48.74    48.44     .6    553226       545786    1.4      238379       232483      2.5 
1994   February     52.3     50.2      4.2   50.15    50.23    -.2    499688       494592    1.0      261273       248072      5.3 
1994   March        59.0     58.4      1.0   50.03    50.04    -.0    553226       547584    1.0      326290       320021      2.0 
1994   April        59.2     61.5     -3.7   51.16    49.77    2.8    537780       529920    1.5      318628       325953     -2.2 
1994   May          59.6     63.7     -6.4   52.72    51.08    3.2    555706       547584    1.5      331390       348550     -4.9 
1994   June         72.4     72.2       .3   55.81    54.94    1.6    537780       531150    1.2      389166       383462      1.5 
1994   July         78.6     82.5     -4.7   58.29    58.73    -.7    558806       552296    1.2      439351       455795     -3.6 
1994   August       82.3     84.4     -2.5   56.95    61.15   -6.9    558806       552296    1.2      459859       465896     -1.3 
1994   September    72.7     73.9     -1.6   57.46    56.80    1.2    545370       534480    2.0      396464       395040       .4 
1994   October      61.8     65.3     -5.4   52.81    53.15    -.6    565099       553226    2.1      349017       361459     -3.4 
1994   November     52.8     54.8     -3.6   50.92    50.02    1.8    546870       535380    2.1      288663       293157     -1.5 
1994   December     42.5     43.1     -1.4   48.78    46.09    5.8    566246       553226    2.4      240547       238198      1.0 
                    ---------------------------------------------------------------------------------------------------------------
       TOTAL 1994   61.4     62.8     -2.2   53.47    53.44     .1   6578603      6477520    1.6     4039027      4068086      -.7 
                                                                                                                                   
       ROOM SAMPLE PERCENT - 28.0%        Number of Sample Properties - 54          Number of Census Properties - 285              
                                                                                                                                   
1995   January      41.6     43.1     -3.5   48.97    48.74     .5    566246       553226    2.4      235718       238379     -1.1 
1995   February     49.6     52.3     -5.2   51.61    50.15    2.9    511448       499688    2.4      253553       261273     -3.0 
1995   March        55.9     59.0     -5.3   50.98    50.03    1.9    566246       553226    2.4      316782       326290     -2.9 
1995   April        60.1     59.2      1.5   51.46    51.16     .6    550410       537780    2.3      330712       318628      3.8 
1995   May          63.5     59.6      6.5   54.13    52.72    2.7    568757       555706    2.3      361162       331390      9.0 
1995   June         71.9     72.4      -.7   57.68    55.81    3.4    552660       537780    2.8      397441       389166      2.1 
1995   July         78.5     78.6      -.1   60.49    58.29    3.8    571082       558806    2.2      448268       439351      2.0 
1995   August       83.5     82.3      1.5   61.76    56.95    8.4    571082       558806    2.2      476641       459859      3.6 
1995   September    74.8     72.7      2.9   59.09    57.46    2.8    552660       545370    1.3      413486       396464      4.3 
1995   October      63.2     61.8      2.3   54.15    52.81    2.5    571082       565099    1.1      360879       349017      3.4 
1995   November     51.9     52.8     -1.7   51.63    50.92    1.4    554550       546870    1.4      287786       288663      -.3 
1995   December     43.8     42.5      3.1   49.52    48.78    1.5    575050       566246    1.6      251892       240547      4.7 
                    ---------------------------------------------------------------------------------------------------------------
       TOTAL 1995   61.6     61.4       .3   55.18    53.47    3.2   6711273      6578603    2.0     4134320      4039027      2.4 
                                                                                                                                   
       ROOM SAMPLE PERCENT - 26.7%        Number of Sample Properties - 53          Number of Census Properties - 289
</TABLE>


                     ROOM REVENUE
                     ---------------------------------
                     CURRENT      PRIOR          % 
YEAR   MONTH         YEAR         YEAR           CHNG
- ----   -----         ---------    ---------      -----
1994   January        11618994     11261788        3.2
1994   February       13103487     12459948        5.2
1994   March          16323203     16013869        1.9
1994   April          16299893     16222805         .5
1994   May            17469763     17805505       -1.9
1994   June           21718382     21067886        3.1
1994   July           25609624     26768298       -4.3
1994   August         26186860     28491339       -8.1
1994   September      22782542     22438409        1.5
1994   October        18432503     19210933       -4.1
1994   November       14699805     14664344         .2
1994   December       11733837     10978609        6.9
                    ----------------------------------
       TOTAL 1994    215978893    217383733        -.6

                    
1995   January        11543334     11618994        -.7
1995   February       13085030     13103487        -.1
1995   March          16148868     16323203       -1.1
1995   April          17016967     16299893        4.4
1995   May            19548671     17469763       11.9
1995   June           22926308     21718382        5.6
1995   July           27115268     25609624        5.9
1995   August         29439319     26186860       12.4
1995   September      24433424     22782542        7.2
1995   October        19539819     18432503        6.0
1995   November       14857304     14699805        1.1
1995   December       12472897     11733837        6.3
                    ----------------------------------
       TOTAL 1995    228127209    215978893        5.6
                    
<PAGE>

                                Oregon West Area
                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                    OCCUPANCY                ROOM RATE               ROOM SUPPLY                     ROOM DEMAND                   
                    ----------------------   ---------------------   ---------------------------     ----------------------------- 
                    CURRENT  PRIOR    %      CURRENT  PRIOR   %      CURRENT      PRIOR     %        CURRENT      PRIOR      %     
YEAR   MONTH        YEAR     YEAR     CHNG   YEAR     YEAR    CHNG   YEAR         YEAR      CHNG     YEAR         YEAR       CHNG  
- ----   -----        -------  -----    ----   -------  -----   ----   -------      -------   ----     -------      -------    ----- 
<S>    <C>          <C>      <C>     <C>    <C>      <C>      <C>    <C>          <C>       <C>      <C>          <C>         <C>  
1996   January      42.4     41.6      1.9   49.82    48.97    1.7    575050       566246    1.6      243801       235718      3.4 
1996   February     50.8     49.6      2.4   50.96    51.61   -1.3    519400       511448    1.6      263804       253553      4.0 
1996   March        58.4     55.9      4.5   52.56    50.98    3.1    575050       566246    1.6      336009       316782      6.1 
1996   April        59.5     60.1     -1.0   53.02    51.46    3.0    556500       550410    1.1      331173       330712       .1 
1996   May          64.2     63.5      1.1   54.88    54.13    1.4    575050       568757    1.1      369032       361162      2.2 
1996   June         73.7     71.9      2.5   58.33    57.68    1.1    559680       552660    1.3      412364       397441      3.8 
1996   July         80.9     78.5      3.1   59.71    60.49   -1.3    578336       571082    1.3      468097       448268      4.4 
1996   August       86.6     83.5      3.7   64.39    61.76    4.3    580165       571082    1.6      502241       476641      5.4 
1996   September    70.4     74.8     -5.9   56.37    59.09   -4.6    561450       552660    1.6      395332       413486     -4.4 
                    ---------------------------------------------------------------------------------------------------------------
       TOTAL 1996   65.4     64.5      1.4   56.50    56.05     .8   5080681      5010591    1.4     3321853      3233763      2.7 
                                                                                                                                   
       ROOM SAMPLE PERCENT - 25.9%        Number of Sample Properties - 55          Number of Census Properties - 291              
</TABLE>


                    ROOM REVENUE
                    ---------------------------------
                    CURRENT      PRIOR          % 
YEAR   MONTH        YEAR         YEAR           CHNG
- ----   -----        ---------    ---------      -----
1996   January       12146413     11543334        5.2
1996   February      13443471     13085030        2.7
1996   March         17660039     16148868        9.4
1996   April         17557346     17016967        3.2
1996   May           20254208     19548671        3.6
1996   June          24054393     22926308        4.9
1996   July          27950296     27115268        3.1
1996   August        32337682     29439319        9.8
1996   September     22284935     24433424       -8.8
                    ---------------------------------
       TOTAL 1996   187688783    181257189        3.5
                    

SOURCE: SMITH TRAVEL RESEARCH - The information contained in this report is
                                based upon independent surveys and research from
                                sources considered reliable but no
                                representation is made as to its completeness or
                                accuracy. This information is in no way to be
                                construed as a recommendation by Smith Travel
                                Research of any industry standard and is
                                intended solely for the internal purposes of
                                your company and should not be published in any
                                manner unless authorized by Smith Travel
                                Research.
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN

                                Oregon West Area
                                                                11/07/96 Page: 1

<TABLE>
<CAPTION>
                                                                                                                  RESPONSE REPORT   
                                                                      Zip                                    --------- 1995 --------
STR CODE   Name of Establishment            City              ST    Code       Telephone     YEAR  ROOMS    SEP    OCT    NOV    DEC
- --------   ---------------------            ----              --    ----       ---------     ----  -----    ---    ---    ---    ---
<C>        <S>                              <C>               <C>   <C>      <C>              <C>   <C>     <C>    <C>    <C>    <C>
  9391     NORTHWOODS INN                   CLATSKANIE        OR    97016    (503) 728-4311          31
 32966     FAIRFIELD INN PORTLAND/AIRPORT   PORTLAND          OR    97020    (503) 253-1400   9606  106                             
 31079     BEST WESTERN OAK MEADOWS INN     ST HELENS         OR    97051    (503) 397-3000   9410   50
 23153     CLOSED VERNONIA HOTEL            VERNONIA          OR    97064    (503) 429-5091           0
 31145     HOLIDAY INN EXPRESS WOODBURN     WOODBURN          OR    97071    (503) 982-6515   9504   81      X      X      X      X 
 17774     FAIRWAY INN                      WOODBURN          OR    97071    (503) 981-3211          46
 20671     COMFORT INN WOODBURN             WOODBURN          OR    97071    (503) 982-1727   8810   49      X      X               
 17593     CREST MOTEL                      ASTORIA           OR    97103    (503) 325-3141          40
 17592     CITY CENTER HOTEL                ASTORIA           OR    97103    (503) 325-4211          22
 13115     BAYSHORE MOTOR INN               ASTORIA           OR    97103    (503) 325-2205   8906   36
 17595     LAMPLIGHTER                      ASTORIA           OR    97103    (503) 325-4051          29
 17596     RIVERSHORE                       ASTORIA           OR    97103    (503) 325-2921          43
 17594     DUNES MOTEL                      ASTORIA           OR    97103    (503) 325-7111          41
  9647     RED LION ASTORIA/INN             ASTORIA           OR    97103    (503) 325-7373         124      X      X      X      X 
  3359     SURFSAND RESORT                  CANNON BEACH      OR    97110    (503) 436-2274   6600   68
 12623     SCHOONERS COVE                   CANNON BEACH      OR    97110    (503) 436-2300   8706   54
 22931     ECOLA CREEK LODGE                CANNON BEACH      OR    97110    (503) 436-2776   4804   31
 22935     HAYSTACK RESORT                  CANNON BEACH      OR    97110    (503) 436-1577          23
 22937     MAJOR MOTEL                      CANNON BEACH      OR    97110    (503) 436-2241          24
 22939     HALLMARK RESORT                  CANNON BEACH      OR    97110    (503) 436-1566         131
 22945     THE WAVES OCEANFRONT             CANNON BEACH      OR    97110    (503) 436-2205          39
 31854     STEPHANIE INN                    CANNON BEACH      OR    97110    (503) 436-2221          49
 22980     FANTA SEA MOTEL                  GARIBALDI         OR    97118    (503) 322-3251          20
 23042     SUNSET SURF MOTEL                MANZANITA         OR    97130    (503) 368-5224          27
 17764     SURFSIDE RESORT                  ROCKAWAY BEACH    OR    97136    (503) 355-2312          20
 17765     SILVER SANDS MOTEL               ROCKAWAY BEACH    OR    97136    (503) 355-2206          64
  8415     HUNTLEY INN                      SEASIDE           OR    97138    (503) 738-9581          47
 17776     EBB TIDE MOTEL                   SEASIDE           OR    97138    (503) 738-8371          74
 23132     AMBASSADOR BY THE SEA            SEASIDE           OR    97138    (503) 738-6382          35
 23140     THE TIDES                        SEASIDE           OR    97138    (503) 738-6317          40
 26731     BEST WESTERN OCEAN VIEW RESORT   SEASIDE           OR    97138    (503) 738-3334          84
 17777     GEARHART BY THE SEA              GEARHART          OR    97138    (503) 738-8331          91      X      X      X      X
 17779     LANAI MOTEL                      SEASIDE           OR    97138    (503) 738-6343          22
 17778     HI TIDE MOTEL                    SEASIDE           OR    97138    (503) 738-8414          64
 17780     ROYALE MOTEL                     SEASIDE           OR    97138    (503) 738-9541          26
 11193     SHILO INN SEASIDE/OCEANFRONT     SEASIDE           OR    97138    (503) 738-9571   8500  113
 17109     SHILO INN SEASIDE EAST           SEASIDE           OR    97138    (503) 738-0549   8906   58
 31592     COMFORT INN SEASIDE              SEASIDE           OR    97138    (503) 738-3011   9512   65                           X 


<CAPTION>
                                                                        Report #: Res-14
                                             -------------------------- 1996 ---------------------------
STR CODE   Name of Establishment            JAN    FEB    MAR    APR    MAY    JUN    JUL    AUG    SEP
- --------   ---------------------            ---    ---    ---    ---    ---    ---    ---    ---    ---
<C>        <S>                              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
  9391     NORTHWOODS INN                   
 32966     FAIRFIELD INN PORTLAND/AIRPORT                                       X      X      X      X
 31079     BEST WESTERN OAK MEADOWS INN     
 23153     CLOSED VERNONIA HOTEL            
 31145     HOLIDAY INN EXPRESS WOODBURN      X      X      X      X      X      X      X      X      X
 17774     FAIRWAY INN                      
 20671     COMFORT INN WOODBURN                     X      X             X      X      X      X      
 17593     CREST MOTEL                      
 17592     CITY CENTER HOTEL                
 13115     BAYSHORE MOTOR INN               
 17595     LAMPLIGHTER                      
 17596     RIVERSHORE                       
 17594     DUNES MOTEL                      
  9647     RED LION ASTORIA/INN              X      X      X      X      X      X      X      X      X
  3359     SURFSAND RESORT                  
 12623     SCHOONERS COVE                   
 22931     ECOLA CREEK LODGE                
 22935     HAYSTACK RESORT                  
 22937     MAJOR MOTEL                      
 22939     HALLMARK RESORT                  
 22945     THE WAVES OCEANFRONT             
 31854     STEPHANIE INN                    
 22980     FANTA SEA MOTEL                  
 23042     SUNSET SURF MOTEL                
 17764     SURFSIDE RESORT                  
 17765     SILVER SANDS MOTEL               
  8415     HUNTLEY INN                      
 17776     EBB TIDE MOTEL                   
 23132     AMBASSADOR BY THE SEA            
 23140     THE TIDES                        
 26731     BEST WESTERN OCEAN VIEW RESORT   
 17777     GEARHART BY THE SEA              
 17779     LANAI MOTEL                      
 17778     HI TIDE MOTEL                    
 17780     ROYALE MOTEL                     
 11193     SHILO INN SEASIDE/OCEANFRONT     
 17109     SHILO INN SEASIDE EAST           
 31592     COMFORT INN SEASIDE               X      X      X             X      X      X      X      X
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN

                                Oregon West Area
                                                                11/07/96 Page: 2

<TABLE>
<CAPTION>
                                                                                                                  RESPONSE REPORT   
                                                                      Zip                                    --------- 1995 --------
STR CODE   Name of Establishment            City              ST    Code       Telephone     YEAR  ROOMS    SEP    OCT    NOV    DEC
- --------   ---------------------            ----              --    ----       ---------     ----  -----    ---    ---    ---    ---
<C>        <S>                              <C>               <C>   <C>      <C>              <C>   <C>     <C>    <C>    <C>    <C>
  3383     SEASHORE RESORT MOTEL            SEASIDE           OR    97138    (503) 738-6368   6200   53
 17781     SUNDOWNER MOTOR INN              SEASIDE           OR    97138    (503) 738-8301          22
 17775     CITY CENTER MOTEL                SEASIDE           OR    97138    (503) 738-6377          34
 20703     EL REY SANDS                     TILLAMOOK         OR    97141    (503) 842-7511          22
 23147     TILLAMOOK INN                    TILLAMOOK         OR    97141    (503) 842-4413          27
  3385     MAR CLAIR MOTEL                  TILLAMOOK         OR    97141    (503) 842-7571   6000   47
 14065     WESTERN ROYAL INN                TILLAMOOK         OR    97141    (503) 842-5844   9005   43
 28433     SHILO INN TILLAMOOK SUITES       TILLAMOOK         OR    97141    (503) 842-7971   8812  100
 17620     TOLOVANA INN                     TOLOVANA PARK     OR    97145    (503) 436-2211         185
 17136     SHILO INN WARRENTON/ASTORIA      WARRENTON         OR    97146    (503) 861-2181   9008   62
  4982     CITY CENTER MOTEL                SALEM             OR    97301    (503) 364-0121          30
  5948     MOTEL 6 SALEM NORTH              SALEM             OR    97301    (503) 371-8024         115      X      X      X      X 
 20147     BEST WESTERN MILL CREEK INN      SALEM             OR    97301    (503) 585-3332   9107  109
 23131     RAMADA SALEM                     SALEM             OR    97301    (503) 363-4123         114             X      X      X 
  4981     HOLIDAY LODGE                    SALEM             OR    97301    (503) 585-2323          60
 11191     SHILO INN SALEM SUITES           SALEM             OR    97301    (503) 581-4001          89
 17770     QUALITY SALEM                    SALEM             OR    97301    (503) 370-7888         150      X      X             X 
  3381     BEST WESTERN NEW KINGS INN       SALEM             OR    97301    (503) 581-1559   6100  101
 17773     TIKI LODGE                       SALEM             OR    97301    (503) 581-4441          50
 25941     SUPER 8 SALEM                    SALEM             OR    97301    (503) 370-8888   8811   79
 17772     SALEM DOWNTOWN                   SALEM             OR    97301    (503) 363-2451         110
  7446     SALEM GRAND MOTEL                SALEM             OR    97301    (503) 581-2466          63
  6530     MOTEL 6 SALEM SOUTH              SALEM             OR    97302    (503) 588-7191          78      X      X      X      X 
 33657     SLEEP INN SALEM                  SALEM             OR    97303    (503) 588-9000   9613   75
 17771     RODEWAY INN SALEM                SALEM             OR    97303    (503) 585-2900          40                             
 23281     TRAVELODGE SALEM                 SALEM             OR    97305    (503) 588-5423   8706   70      X      X      X      X 
  3382     BEST WESTERN PACIFIC HIGHWAY I   SALEM             OR    97305    (503) 390-3200   7900   52
 31862     PHOENIX INN                      SALEM             OR    97308    (503) 588-9220          89
  4975     BUDGET INN                       ALBANY            OR    97321    (541) 926-4246          47
 22894     STAR DUST MOTEL                  ALBANY            OR    97321    (503) 926-4233          31
 31307     HOLIDAY INN EXPRESS ALBANY       ALBANY            OR    97321    (541) 928-5050   9506   75      X      X      X      X 
  3349     BEST WESTERN PONY SOLDIER ALBA   ALBANY            OR    97321    (503) 928-6322   7900   72
 18950     COMFORT INN ALBANY               ALBANY            OR    97321    (503) 928-0921   8907   50      X      X             X 
  8999     VALU INN                         ALBANY            OR    97321    (541) 926-1538   6800   59
 17585     MOTEL ORLEANS ALBANY             ALBANY            OR    97321    (503) 926-0170          78
 17625     ECONO LODGE CORVALLIS            CORVALLIS         OR    97330    (503) 752-9601          61      X      X      X      X 
 21587     BEST WESTERN GRAND MANOR INN     CORVALLIS         OR    97330    (541) 758-8571          55
 31856     MOTEL ORLEANS CORVALLIS          CORVALLIS         OR    97330    (503) 758-9125          61


<CAPTION>
                                                                        Report #: Res-14
                                             -------------------------- 1996 ---------------------------
STR CODE   Name of Establishment            JAN    FEB    MAR    APR    MAY    JUN    JUL    AUG    SEP
- --------   ---------------------            ---    ---    ---    ---    ---    ---    ---    ---    ---
<C>        <S>                              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
  3383     SEASHORE RESORT MOTEL            
 17781     SUNDOWNER MOTOR INN              
 17775     CITY CENTER MOTEL                
 20703     EL REY SANDS                     
 23147     TILLAMOOK INN                    
  3385     MAR CLAIR MOTEL                  
 14065     WESTERN ROYAL INN                
 28433     SHILO INN TILLAMOOK SUITES       
 17620     TOLOVANA INN                     
 17136     SHILO INN WARRENTON/ASTORIA      
  4982     CITY CENTER MOTEL                
  5948     MOTEL 6 SALEM NORTH               X      X      X      X      X      X      X      X      X
 20147     BEST WESTERN MILL CREEK INN      
 23131     RAMADA SALEM                      X      X      X      X      X      X      X      X      X
  4981     HOLIDAY LODGE                    
 11191     SHILO INN SALEM SUITES           
 17770     QUALITY SALEM                     X      X      X      X      X      X      X      X      X
  3381     BEST WESTERN NEW KINGS INN       
 17773     TIKI LODGE                       
 25941     SUPER 8 SALEM                    
 17772     SALEM DOWNTOWN                   
  7446     SALEM GRAND MOTEL                
  6530     MOTEL 6 SALEM SOUTH               X      X      X      X      X      X      X      X      X
 33657     SLEEP INN SALEM                  
 17771     RODEWAY INN SALEM                                                                  X      X
 23281     TRAVELODGE SALEM                                       X      X      X      X      X      X
  3382     BEST WESTERN PACIFIC HIGHWAY I   
 31862     PHOENIX INN                      
  4975     BUDGET INN                       
 22894     STAR DUST MOTEL                  
 31307     HOLIDAY INN EXPRESS ALBANY        X      X      X      X      X      X      X      X      X
  3349     BEST WESTERN PONY SOLDIER ALBA   
 18950     COMFORT INN ALBANY                X      X      X                    X      X      X      X
  8999     VALU INN                         
 17585     MOTEL ORLEANS ALBANY             
 17625     ECONO LODGE CORVALLIS             X      X      X      X      X      X      X      X      X
 21587     BEST WESTERN GRAND MANOR INN     
 31856     MOTEL ORLEANS CORVALLIS          
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN

                                Oregon West Area
                                                                11/07/96 Page: 3

<TABLE>
<CAPTION>
                                                                                                                  RESPONSE REPORT   
                                                                      Zip                                    --------- 1995 --------
STR CODE   Name of Establishment            City              ST    Code       Telephone     YEAR  ROOMS    SEP    OCT    NOV    DEC
- --------   ---------------------            ----              --    ----       ---------     ----  -----    ---    ---    ---    ---
<C>        <S>                              <C>               <C>   <C>      <C>              <C>   <C>     <C>    <C>    <C>    <C>
 10280     RAMADA CORVALLIS                 CORVALLIS         OR    97330    (503) 753-9151         120      X      X      X      X 
 17626     SHANICO INN                      CORVALLIS         OR    97330    (503) 754-7474          76
  3361     JASON INN                        CORVALLIS         OR    97330    (503) 753-7326          51
 30049     SUPER 8 CORVALLIS                CORVALLIS         OR    97330    (541) 758-8088   9409  101
 20697     TOWNE HOUSE MOTOR INN            CORVALLIS         OR    97333    (503) 753-4496         100
 17632     HOLIDAY SURF LODGE               DEPOE BAY         OR    97341    (503) 765-2133          84
 17634     SURFRIDER MOTEL                  DEPOE BAY         OR    97341    (503) 764-2311          40
 17627     PIONEER VILLA                    HALSEY            OR    97348    (503) 369-2801          60
 23024     SHANICO INN                      LEBANON           OR    97355    (503) 259-2601          40
  9879     HOTEL NEWPORT                    NEWPORT           OR    97365    (503) 265-9411         146
 12710     VAL U INN                        NEWPORT           OR    97365    (503) 265-6203   8906   70
 17714     EMBARCADERO RESORT               NEWPORT           OR    97365    (503) 265-8521         100
 17715     TRAVELLERS INN                   NEWPORT           OR    97365    (503) 265-7723          43
 17719     MONEYSAVER MOTEL                 NEWPORT           OR    97365    (503) 265-2277          43
 23063     EL RANCHO MOTEL                  NEWPORT           OR    97365    (503) 265-5192          20
 23065     NEWPORT MOTOR INN                NEWPORT           OR    97365    (503) 265-8516   7005   39      X      X      X      X 
 23066     SANDS MOTOR LODGE                NEWPORT           OR    97365    (503) 265-5321          56
 23070     WEST WIND MOTEL                  NEWPORT           OR    97365    (503) 265-5388          23
 23071     WILLERS MOTEL                    NEWPORT           OR    97365    (503) 265-2241          33
 17716     LITTLE CREEK COVE                NEWPORT           OR    97365    (503) 265-8587          25
 17718     PENNYSAVER MOTEL                 NEWPORT           OR    97365    (503) 265-6631          46
 17720     WHALER MOTEL                     NEWPORT           OR    97365    (503) 265-9261          73
 12709     PUERTO NUEVO INN                 NEWPORT           OR    97365    (503) 265-5767   8907   32
 17713     SHILO INN NEWPORT/OCEANFRONT R   NEWPORT           OR    97365    (503) 265-7701         179
  3371     BEST WESTERN HALLMARK RESORT     NEWPORT           OR    97365    (541) 265-2600   7000   72
 11192     SHILO INN LINCOLN CITY/ OCEANF   LINCOLN CITY      OR    97367    (503) 994-3655   7100  247
 17684     D SANDS MOTEL                    LINCOLN CITY      OR    97367    (503) 994-5244          63
 17686     ESTER LEE MOTEL                  LINCOLN CITY      OR    97367    (503) 996-3606          53
 17688     LINCOLN SHORES MOTEL             LINCOLN CITY      OR    97367    (503) 994-8155          30
 17689     PELICAN SHORES MOTEL             LINCOLN CITY      OR    97367    (503) 994-2134          53
 17690     SAILOR JACK                      LINCOLN CITY      OR    97367    (503) 994-3696          40
 17694     INN AT SPANISH HEAD              LINCOLN CITY      OR    97367    (503) 996-2161   6800  119      X      X      X      X 
 23025     ANCHOR MOTEL & LODGE             LINCOLN CITY      OR    97367    (503) 996-3810          20
 23032     OCEAN TERRACE MOTEL              LINCOLN CITY      OR    97367    (503) 996-3623          32
 23034     SEA GULL BEACH FRT MOTEL         LINCOLN CITY      OR    97367    (503) 994-2948          26
 29378     BEST WESTERN RAMA INN            LINCOLN CITY      OR    97367    (503) 994-6060   9307   60      X      X      X      
 33601     HOLIDAY INN EXPRESS LINCOLN CI   LINCOLN CITY      OR    97367    (541) 996-4400   9608   59                             
 33602     ASHLEY INN                       LINCOLN CITY      OR    97367    (541) 996-7500          74


<CAPTION>
                                                                        Report #: Res-14
                                             -------------------------- 1996 ---------------------------
STR CODE   Name of Establishment            JAN    FEB    MAR    APR    MAY    JUN    JUL    AUG    SEP
- --------   ---------------------            ---    ---    ---    ---    ---    ---    ---    ---    ---
<C>        <S>                              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
 10280     RAMADA CORVALLIS                  X      X      X      X      X      X      X      X      X
 17626     SHANICO INN                      
  3361     JASON INN                        
 30049     SUPER 8 CORVALLIS                
 20697     TOWNE HOUSE MOTOR INN            
 17632     HOLIDAY SURF LODGE               
 17634     SURFRIDER MOTEL                  
 17627     PIONEER VILLA                    
 23024     SHANICO INN                      
  9879     HOTEL NEWPORT                    
 12710     VAL U INN                        
 17714     EMBARCADERO RESORT               
 17715     TRAVELLERS INN                   
 17719     MONEYSAVER MOTEL                 
 23063     EL RANCHO MOTEL                  
 23065     NEWPORT MOTOr INN                 X      X      X      X      
 23066     SANDS MOTOR LODGE                
 23070     WEST WIND MOTEL                  
 23071     WILLERS MOTEL                    
 17716     LITTLE CREEK COVE                
 17718     PENNYSAVER MOTEL                 
 17720     WHALER MOTEL                     
 12709     PUERTO NUEVO INN                 
 17713     SHILO INN NEWPORT/OCEANFRONT R   
  3371     BEST WESTERN HALLMARK RESORT     
 11192     SHILO INN LINCOLN CITY/ OCEANF   
 17684     D SANDS MOTEL                    
 17686     ESTER LEE MOTEL                  
 17688     LINCOLN SHORES MOTEL             
 17689     PELICAN SHORES MOTEL             
 17690     SAILOR JACK                      
 17694     INN AT SPANISH HEAD               X      X      X      X      X      X      X      X      X
 23025     ANCHOR MOTEL & LODGE             
 23032     OCEAN TERRACE MOTEL              
 23034     SEA GULL BEACH FRT MOTEL         
 29378     BEST WESTERN RAMA INN            
 33601     HOLIDAY INN EXPRESS LINCOLN CI                                                     X      X
 33602     ASHLEY INN                       
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN

                                Oregon West Area
                                                                11/07/96 Page: 4

<TABLE>
<CAPTION>
                                                                                                                  RESPONSE REPORT   
                                                                      Zip                                    --------- 1995 --------
STR CODE   Name of Establishment            City              ST    Code       Telephone     YEAR  ROOMS    SEP    OCT    NOV    DEC
- --------   ---------------------            ----              --    ----       ---------     ----  -----    ---    ---    ---    ---
<C>        <S>                              <C>               <C>   <C>      <C>              <C>   <C>     <C>    <C>    <C>    <C>
 23035     RODEWAY INN ON THE BAY/LINCOLN   LINCOLN CITY      OR    97367    (503) 996-3996          41             X      X      X 
 31860     DOCK OF THE BAY MOTEL            LINCOLN CITY      OR    97367    (503) 996-3549          30
 19754     BEST WESTERN LINCOLN SANDS INN   LINCOLN CITY      OR    97367    (503) 994-4227   8500   33
 23029     COZY COVE BEACHFRONT R           LINCOLN CITY      OR    97367    (503) 994-2950          68
 17691     SEA GYPSY MOTEL                  LINCOLN CITY      OR    97367    (503) 994-5266          84
 17683     COHO INN                         LINCOLN CITY      OR    97367    (503) 994-3684          50      X      X      X      X 
 17682     SEA HORSE MOTEL                  LINCOLN CITY      OR    97367    (503) 994-5262   6006   47      X      X      X      X 
 17692     SEA HORSE MOTEL                  LINCOLN CITY      OR    97367    (503) 994-2101          21
  8413     BUDGET INN                       LINCOLN CITY      OR    97367    (503) 994-5281          50
 23031     NORDIC MOTEL                     LINCOLN CITY      OR    97367    (503) 994-8145          59      X
 17693     SURFTIDES BEACH RESORT           LINCOLN CITY      OR    97367    (503) 994-2191          91
 23036     SURFTIDES PLAZA CONDOS           LINCOLN CITY      OR    97367    (503) 994-8121          28
 22983     CAVALIER CONDOMINIUMS            GLENEDEN BEACH    OR    97367    (503) 764-2353          25
 17633     INN AT OTTER CREST               OTTER ROCK        OR    97369    (503) 765-2111   7105  144
 22804     BEST WESTERN SUNRISE INN         SUBLIMITY         OR    97385    (503) 769-9579          50
 17695     PREFERRED SALISHAN LODGE         GLENEDEN BEACH    OR    97388    (503) 764-2371   6506  201      X      X      X      X 
 12711     HOTEL TOLEDO                     TOLEDO            OR    97391    (503) 336-2830          40
 17789     BAYSHORE INN                     WALDPORT          OR    97394    (503) 563-3202          88
 22678     DOWNTOWN MOTEL                   EUGENE            OR    97401    (503) 345-8739          37
 22681     COURTESY INN                     EUGENE            OR    97401    (503) 345-3391          34
 17638     VALLEY RIVER INN                 EUGENE            OR    97401    (503) 687-0123         257
 22973     PARKWAY INN                      EUGENE            OR    97401    (503) 687-0531          22
  9878     HILTON INN EUGENE                EUGENE            OR    97401    (503) 342-2000         272      X      X      X      X 
 22968     CAMPUS INN                       EUGENE            OR    97401    (503) 343-3376   6005   60
 22682     TIMBERS MOTEL                    EUGENE            OR    97401    (503) 343-3345          56
 17636     CITY CENTER LODGE                EUGENE            OR    97401    (503) 344-5233          49
  7439     TRAVELERS INN                    EUGENE            OR    97401    (503) 342-1109          34
 22680     SIXTY SIX MOTEL                  EUGENE            OR    97401    (503) 342-5041          66
   432     RAMADA EUGENE                    EUGENE            OR    97401    (541) 342-5181         148      X      X      X      X 
  9651     RED LION EUGENE/INN              EUGENE            OR    97401    (541) 342-5201         138      X      X      X      X 
 22675     BUDGET HOST MOTOR INN            EUGENE            OR    97402    (503) 342-7273          77
 22974     EUGENE                           EUGENE            OR    97402    (503) 345-0579          24
 22972     EXECUTIVE HOUSE MOTEL            EUGENE            OR    97402    (503) 683-4000          39
 22970     CLOSED EL DON MOTEL              EUGENE            OR    97402    (503) 344-3363           0
 17635     QUALITY EUGENE                   EUGENE            OR    97403    (503) 342-1243          95                             
 22676     FRANKLIN INN                     EUGENE            OR    97403    (503) 342-4804          42
 31857     PHOENIX INN                      EUGENE            OR    97403    (541) 344-0001          98
  3363     BEST WESTERN NEW OREGON MOTEL    EUGENE            OR    97403    (541) 683-3669   5900  128


<CAPTION>
                                                                        Report #: Res-14
                                             -------------------------- 1996 ---------------------------
STR CODE   Name of Establishment            JAN    FEB    MAR    APR    MAY    JUN    JUL    AUG    SEP
- --------   ---------------------            ---    ---    ---    ---    ---    ---    ---    ---    ---
<C>        <S>                              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
 23035     RODEWAY INN ON THE BAY/LINCOLN    X      X      X      X      X      X      X      X      X
 31860     DOCK OF THE BAY MOTEL            
 19754     BEST WESTERN LINCOLN SANDS INN   
 23029     COZY COVE BEACHFRONT R           
 17691     SEA GYPSY MOTEL                  
 17683     COHO INN                          X      X             X      X      X      X      X      X
 17682     SEA HORSE MOTEL                   X      X      X      X      X      X      X      X      X
 17692     SEA HORSE MOTEL                  
  8413     BUDGET INN                       
 23031     NORDIC MOTEL                     
 17693     SURFTIDES BEACH RESORT           
 23036     SURFTIDES PLAZA CONDOS           
 22983     CAVALIER CONDOMINIUMS            
 17633     INN AT OTTER CREST               
 22804     BEST WESTERN SUNRISE INN         
 17695     PREFERRED SALISHAN LODGE          X      X      X      X      X      X             X      
 12711     HOTEL TOLEDO                     
 17789     BAYSHORE INN                     
 22678     DOWNTOWN MOTEL                   
 22681     COURTESY INN                     
 17638     VALLEY RIVER INN                 
 22973     PARKWAY INN                      
  9878     HILTON INN EUGENE                 X      X      X      X      X      X      X      X      X
 22968     CAMPUS INN                       
 22682     TIMBERS MOTEL                    
 17636     CITY CENTER LODGE                
  7439     TRAVELERS INN                    
 22680     SIXTY SIX MOTEL                  
   432     RAMADA EUGENE                     X                           X      X      X      X      X
  9651     RED LION EUGENE/INN               X      X      X      X      X      X      X      X      X
 22675     BUDGET HOST MOTOR INN            
 22974     EUGENE                           
 22972     EXECUTIVE HOUSE MOTEL            
 22970     CLOSED EL DON MOTEL              
 17635     QUALITY EUGENE                                                              X      X      X
 22676     FRANKLIN INN                     
 31857     PHOENIX INN                      
  3363     BEST WESTERN NEW OREGON MOTEL    
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN

                                Oregon West Area
                                                                11/07/96 Page: 5

<TABLE>
<CAPTION>
                                                                                                                  RESPONSE REPORT   
                                                                      Zip                                    --------- 1995 --------
STR CODE   Name of Establishment            City              ST    Code       Telephone     YEAR  ROOMS    SEP    OCT    NOV    DEC
- --------   ---------------------            ----              --    ----       ---------     ----  -----    ---    ---    ---    ---
<C>        <S>                              <C>               <C>   <C>      <C>              <C>   <C>     <C>    <C>    <C>    <C>
  3362     BEST WESTERN GREENTREE MOTEL     EUGENE            OR    97403    (541) 485-2727   7700   65
  6520     MOTEL 6 EUGENE SOUTH             EUGENE            OR    97403    (541) 687-2395          59      X      X      X      X 
 17250     EUGENE COUNTRY SQUARE            EUGENE            OR    97408    (503) 484-2000         105
 17600     SUNSET                           BANDON            OR    97411    (503) 347-2453          48
 22910     HARBORVIEW MOTEL                 BANDON            OR    97411    (503) 347-4417          60
 30667     DRIFTWOOD MOTEL                  BANDON            OR    97411    (541) 347-9022          21
 20695     INN AT FACE ROCK                 BANDON            OR    97411    (503) 347-9441          55
 17599     BANDON BEACH MOTEL               BANDON            OR    97411    (503) 347-4430          30
  3357     BEST WESTERN BROOKINGS INN       BROOKINGS         OR    97415    (541) 469-2173   6605   68      X      X      X      X 
  8412     PACIFIC SUNSET INN               BROOKINGS         OR    97415    (503) 469-2141          43
 17618     SPINDRIFT MOTEL                  BROOKINGS         OR    97415    (503) 469-5345          35
 17617     BONN MOTEL                       BROOKINGS         OR    97415    (503) 469-2161          37
 12718     BEST WESTERN BEACHFRONT INN      HARBOR            OR    97415    (541) 469-7779   9005   78
 12717     HARBOR INN MOTEL                 BROOKINGS         OR    97415    (503) 469-3194   8805   30
 22947     LEISURE INN                      CANYONVILLE       OR    97417    (503) 839-4278          37
 22949     CAPTAIN JOHNS MOTEL              CHARLESTON        OR    97420    (503) 888-4041          44
 29016     EDGEWATER INN                    COOS BAY          OR    97420    (503) 267-4343          82
  3360     BEST WESTERN HOLIDAY MOTEL       COOS BAY          OR    97420    (541) 269-5111   6600   77
  9650     RED LION COOS BAY/INN            COOS BAY          OR    97420    (503) 267-4141         143      X      X      X      X 
 17623     MOTEL 6 COOS BAY                 COOS BAY          OR    97420    (503) 267-7171          94      X      X      X      X 
 17622     BAYSHORE MOTEL                   COOS BAY          OR    97420    (503) 267-4138          34
 17624     TIMBERLODGE                      COOS BAY          OR    97420    (503) 267-7066          53
 17711     MYRTLE LANE                      COQUILLE          OR    97423    (503) 396-2102          29
 18807     HOLIDAY INN EXPRESS COTTAGE GR   COTTAGE GROVE     OR    97424    (541) 942-1000   9306   41      X      X      X        
 28724     COMFORT INN COTTAGE GROVE        COTTAGE GROVE     OR    97424    (541) 942-9747   9205   58      X      X      X      X 
 22956     RAINBOW MOTEL                    COTTAGE GROVE     OR    97424    (503) 942-5132          24
 17629     BEST WESTERN VILLAGE GREEN       COTTAGE GROVE     OR    97424    (541) 942-2491          96      X      X      X      X 
 22971     MOTEL ORLEANS CRESWELL           CRESWELL          OR    97426    (503) 895-3341          72
 14871     HOLIDAY INN EXPRESS FLORENCE     FLORENCE          OR    97439    (503) 997-7797   9307   51      X      X      X      X 
 17643     LA CHATEAU                       FLORENCE          OR    97439    (503) 997-3481          48
 17644     MONEY SAVER                      FLORENCE          OR    97439    (503) 997-7131          40
 17645     BEST WESTERN PIER POINT INN      FLORENCE          OR    97439    (503) 997-7191   7200   55      X      X      X      X 
 17646     VILLA WEST                       FLORENCE          OR    97439    (503) 997-3457          22
 22976     AMERICANA MOTEL                  FLORENCE          OR    97439    (503) 997-7115          29
 22977     LIGHTHOUSE INN                   FLORENCE          OR    97439    (503) 997-3221          28
 17642     DRIFTWOOD SHORES                 FLORENCE          OR    97439    (503) 997-8263   7200  153      X      X      X      X 
 22683     SILVER SANDS MOTEL               FLORENCE          OR    97439    (503) 997-3459          50
 29740     RIVERHOUSE MOTEL                 FLORENCE          OR    97439    (503) 997-3933   8906   40


<CAPTION>
                                                                        Report #: Res-14
                                             -------------------------- 1996 ---------------------------
STR CODE   Name of Establishment            JAN    FEB    MAR    APR    MAY    JUN    JUL    AUG    SEP
- --------   ---------------------            ---    ---    ---    ---    ---    ---    ---    ---    ---
<C>        <S>                              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
  3362     BEST WESTERN GREENTREE MOTEL     
  6520     MOTEL 6 EUGENE SOUTH              X      X      X      X      X      X      X      X      X
 17250     EUGENE COUNTRY SQUARE            
 17600     SUNSET                           
 22910     HARBORVIEW MOTEL                 
 30667     DRIFTWOOD MOTEL                  
 20695     INN AT FACE ROCK                 
 17599     BANDON BEACH MOTEL               
  3357     BEST WESTERN BROOKINGS INN        X      X      X      X      X      X      X      X      X
  8412     PACIFIC SUNSET INN               
 17618     SPINDRIFT MOTEL                  
 17617     BONN MOTEL                       
 12718     BEST WESTERN BEACHFRONT INN      
 12717     HARBOR INN MOTEL                 
 22947     LEISURE INN                      
 22949     CAPTAIN JOHNS MOTEL              
 29016     EDGEWATER INN                    
  3360     BEST WESTERN HOLIDAY MOTEL       
  9650     RED LION COOS BAY/INN             X      X      X      X      X      X      X      X      X
 17623     MOTEL 6 COOS BAY                  X      X      X      X      X      X      X      X      X
 17622     BAYSHORE MOTEL                   
 17624     TIMBERLODGE                      
 17711     MYRTLE LANE                      
 18807     HOLIDAY INN EXPRESS COTTAGE GR    X      X      X      X      X      X      X             X
 28724     COMFORT INN COTTAGE GROVE         X      X      X      X      X      X      X      X      X
 22956     RAINBOW MOTEL                    
 17629     BEST WESTERN VILLAGE GREEN        X      X      X      X      X      X      X      X      X
 22971     MOTEL ORLEANS CRESWELL           
 14871     HOLIDAY INN EXPRESS FLORENCE      X             X      X      X      X      X      X      X
 17643     LA CHATEAU                       
 17644     MONEY SAVER                      
 17645     BEST WESTERN PIER POINT INN       X      X      X      X      X      X      X      X      X
 17646     VILLA WEST                       
 22976     AMERICANA MOTEL                  
 22977     LIGHTHOUSE INN                   
 17642     DRIFTWOOD SHORES                  X      X      X      X      X      X      X      X      X
 22683     SILVER SANDS MOTEL               
 29740     RIVERHOUSE MOTEL                 
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN

                                Oregon West Area
                                                                11/07/96 Page: 6

<TABLE>
<CAPTION>
                                                                                                                  RESPONSE REPORT   
                                                                      Zip                                    --------- 1995 --------
STR CODE   Name of Establishment            City              ST    Code       Telephone     YEAR  ROOMS    SEP    OCT    NOV    DEC
- --------   ---------------------            ----              --    ----       ---------     ----  -----    ---    ---    ---    ---
<C>        <S>                              <C>               <C>   <C>      <C>              <C>   <C>     <C>    <C>    <C>    <C>
  3365     BEST WESTERN INN OF THE BEACHC   GOLD BEACH        OR    97444    (503) 247-6691   6900   49      X             X      X 
 12724     GOLD BEACH RESORT & CONDO        GOLD BEACH        OR    97444    (503) 247-7066   8712   39
 12736     SHORE CLIFF INN                  GOLD BEACH        OR    97444    (503) 247-7091          38
 17650     JOTS RESORT                      GOLD BEACH        OR    97444    (503) 247-6676         140
 22984     CITY CENTER MOTEL                GOLD BEACH        OR    97444    (503) 247-6675          21
 27167     RIVER BRIDGE INN                 GOLD BEACH        OR    97444    (503) 247-4533          40
 17648     INN AT GOLD BEACH                GOLD BEACH        OR    97444    (503) 247-6606          41
 17649     IRELANDS RUSTIC LODGES           GOLD BEACH        OR    97444    (503) 247-7718          40
 17653     WESTERN VILLAGE                  GOLD BEACH        OR    97444    (503) 247-6611          27
 22985     DRIFT IN MOTEL                   GOLD BEACH        OR    97444    (503) 247-4547          23
 23016     LAKESHORE LODGE                  LAKESIDE          OR    97449    (503) 759-3161   7006   20
 17712     MYRTLE TREES                     MYRTLE POINT      OR    97458    (503) 572-5811          29
 17721     PONY VILLAGE                     NORTH BEND        OR    97459    (503) 756-3191         119
 32916     NATIONAL 9 SYCAMORE MOTEL        ROSEBURG          OR    97459    (503) 672-3354          12
 29893     NATIONAL 9 PARKSIDE MOTEL        NORTH BEND        OR    97459    (503) 756-4124          16
 13542     BEST WESTERN OAKRIDGE INN        OAKRIDGE          OR    97463    (503) 782-2212   8601   40      X      X      X      X 
 17761     TROPICANA                        REEDSPORT         OR    97467    (503) 271-3671          41
 20136     BEST WESTERN SALBASGEON INN RE   REEDSPORT         OR    97467    (541) 271-4831   9106   56
 23123     CLOSED SEACOAST INN              REEDSPORT         OR    97467    (503) 271-2607           0
 17762     ANCHOR BAY INN                   REEDSPORT         OR    97467    (503) 271-2149          21
 17763     FRIENDSHIP INN WINCHESTER BAY    WINCHESTER BAY    OR    97467    (503) 271-4871          51      X      X      X        
  4980     HOLIDAY                          ROSEBURG          OR    97470    (503) 672-4457          40
 28543     HOLIDAY INN EXPRESS ROSEBURG     ROSEBURG          OR    97470    (541) 673-7517   9407  100      X      X      X      X 
  3380     BEST WESTERN GARDEN VILLA MOTE   ROSEBURG          OR    97470    (541) 672-1601   6400  122
 30693     COMFORT INN ROSEBURG             ROSEBURG          OR    97470    (541) 957-1100   9412   37      X      X      X      X 
 17768     WINDMILL INN/ROSEBURG            ROSEBURG          OR    97470    (503) 673-0901         128
 17767     MOTEL ORLEANS ROSEBURG           ROSEBURG          OR    97470    (503) 673-5561          72
  7445     TRAVELODGE ROSEBURG              ROSEBURG          OR    97470    (503) 672-4836          40      X      X      X      X 
 17766     DUNES MOTEL                      ROSEBURG          OR    97470    (503) 672-6684          46
  3379     BEST WESTERN DOUGLAS INN MOTEL   ROSEBURG          OR    97470    (541) 673-6625   6200   52      X
 29695     HOWARD JOHNSON LODGE/ROSEBURG    ROSEBURG          OR    97470    (503) 673-5082   9310   30      X      X      X      X 
  6149     BEST WESTERN GRAND MANOR INN     SPRINGFIELD       OR    97477    (503) 726-4769   9107   65
 17641     VILLAGE INN                      SPRINGFIELD       OR    97477    (503) 747-4546          68
 33786     COURTYARD SPRINGFIELD            SPRINGFIELD       OR    97477                     9613  116
  6521     MOTEL 6 EUGENE/SPRINGFIELD       SPRINGFIELD       OR    97477    (541) 741-1105         131      X      X      X      X 
  9652     RED LION EUGENE/SPRINGFIELD IN   SPRINGFIELD       OR    97477    (541) 726-8181         234      X      X      X      X 
 24969     MOTEL ORLEANS SPRINGFIELD        SPRINGFIELD       OR    97477    (503) 746-1314   9001   71
 11182     SHILO INN EUGENE/SPRINGFIELD     SPRINGFIELD       OR    97477    (541) 747-0332         140


<CAPTION>
                                                                        Report #: Res-14
                                             -------------------------- 1996 ---------------------------
STR CODE   Name of Establishment            JAN    FEB    MAR    APR    MAY    JUN    JUL    AUG    SEP
- --------   ---------------------            ---    ---    ---    ---    ---    ---    ---    ---    ---
<C>        <S>                              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
  3365     BEST WESTERN INN OF THE BEACHC    X      X      X      X      X      X             X     
 12724     GOLD BEACH RESORT & CONDO        
 12736     SHORE CLIFF INN                  
 17650     JOTS RESORT                      
 22984     CITY CENTER MOTEL                
 27167     RIVER BRIDGE INN                 
 17648     INN AT GOLD BEACH                
 17649     IRELANDS RUSTIC LODGES           
 17653     WESTERN VILLAGE                  
 22985     DRIFT IN MOTEL                   
 23016     LAKESHORE LODGE                  
 17712     MYRTLE TREES                     
 17721     PONY VILLAGE                     
 32916     NATIONAL 9 SYCAMORE MOTEL        
 29893     NATIONAL 9 PARKSIDE MOTEL        
 13542     BEST WESTERN OAKRIDGE INN         X      X      X      X      X      X      X      X      X
 17761     TROPICANA                        
 20136     BEST WESTERN SALBASGEON INN RE   
 23123     CLOSED SEACOAST INN              
 17762     ANCHOR BAY INN                   
 17763     FRIENDSHIP INN WINCHESTER BAY            X      X             X             X      X      X
  4980     HOLIDAY                          
 28543     HOLIDAY INN EXPRESS ROSEBURG      X      X      X      X      X      X      X      X      X
  3380     BEST WESTERN GARDEN VILLA MOTE   
 30693     COMFORT INN ROSEBURG              X      X      X      X      X      X      X      X      X
 17768     WINDMILL INN/ROSEBURG            
 17767     MOTEL ORLEANS ROSEBURG           
  7445     TRAVELODGE ROSEBURG               X      X      X      X      X      X      X      X      X
 17766     DUNES MOTEL                      
  3379     BEST WESTERN DOUGLAS INN MOTEL   
 29695     HOWARD JOHNSON LODGE/ROSEBURG     X      X      X      X      X      X      X      X      X
  6149     BEST WESTERN GRAND MANOR INN     
 17641     VILLAGE INN                      
 33786     COURTYARD SPRINGFIELD            
  6521     MOTEL 6 EUGENE/SPRINGFIELD        X      X      X      X      X      X      X      X      X
  9652     RED LION EUGENE/SPRINGFIELD IN    X      X      X      X      X      X      X      X      X
 24969     MOTEL ORLEANS SPRINGFIELD        
 11182     SHILO INN EUGENE/SPRINGFIELD     
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN

                                Oregon West Area
                                                                11/07/96 Page: 7

<TABLE>
<CAPTION>
                                                                                                                  RESPONSE REPORT   
                                                                      Zip                                    --------- 1995 --------
STR CODE   Name of Establishment            City              ST    Code       Telephone     YEAR  ROOMS    SEP    OCT    NOV    DEC
- --------   ---------------------            ----              --    ----       ---------     ----  -----    ---    ---    ---    ---
<C>        <S>                              <C>               <C>   <C>      <C>              <C>   <C>     <C>    <C>    <C>    <C>
  7927     GATEWAY INN                      SPRINGFIELD       OR    97477    (503) 726-1212          91
 17640     GATEWAY INN                      SPRINGFIELD       OR    97477    (503) 726-9266         121
 29123     RODEWAY INN SPRINGFIELD/EUGENE   SPRINGFIELD       OR    97477    (541) 746-8471   9302   58      X      X      X      X 
 17769     PONDEROSA INN                    SUTHERLIN         OR    97479    (503) 459-2236          60
 33376     MICROTEL SUTHERLIN               SUTHERLIN         OR    97479    (541) 459-2236   9613   50
 17791     THE ADOBE                        YACHATS           OR    97498    (503) 547-3141         105
 17792     FIRESIDE MOTEL                   YACHATS           OR    97498    (503) 547-3636   6806   45
 17793     SHAMROCK LODGETTES               YACHATS           OR    97498    (503) 547-3312   5206   19      X      X      X      X 
 23161     SILVER SURF MOTEL                YACHATS           OR    97498    (503) 547-3175          24
 23163     YACHATS INN                      YACHATS           OR    97498    (503) 547-3456          20
 31866     DUBLIN HOUSE                     YACHATS           OR    97498    (503) 547-3200          26
 17703     CEDAR LODGE                      MEDFORD           OR    97501    (503) 773-7361          68
 20698     CLOSED MEDFORD HOTEL             MEDFORD           OR    97501    (503) 772-6151           0
 23048     BEST 4 LESS VILLAGE INN          MEDFORD           OR    97501    (503) 773-5373          47
 23051     TIKI LODGE                       MEDFORD           OR    97501    (503) 773-4579          28
 17706     KNIGHTS INN                      MEDFORD           OR    97501    (503) 773-3676          83
  9654     RED LION MEDFORD/INN             MEDFORD           OR    97501    (541) 779-5811         186      X      X      X      X 
 23909     SIERRA                           MEDFORD           OR    97501    (503) 773-7727          36
 28719     OREGON LODGE                     MEDFORD           OR    97501    (503) 772-6133          36      X      X
  3669     BEST WESTERN MEDFORD INN         MEDFORD           OR    97501    (541) 773-8266   6000  112
 17708     ROYAL CREST                      MEDFORD           OR    97501    (503) 772-6144          34
 32492     COMFORT INN SOUTH MEDFORD        MEDFORD           OR    97501    (541) 772-8000   9511   63                           X 
 23049     CAPRI MOTEL                      MEDFORD           OR    97501    (503) 773-7796          36
  6524     MOTEL 6 MEDFORD SOUTH            MEDFORD           OR    97504    (541) 773-4290         167      X      X      X      X 
 20374     ROGUE REGENCY INN                MEDFORD           OR    97504    (503) 770-1234   8906  122
 29470     PHOENIX MOTOR INN                MEDFORD           OR    97504    (503) 535-1555   7300   22
 30533     COMFORT INN MEDFORD              MEDFORD           OR    97504    (541) 772-9500   9409   52      X      X      X      X 
 23047     MOTEL 6 MEDFORD NORTH            MEDFORD           OR    97504    (541) 779-0550         116      X      X      X      X 
 10281     RESTON HOTEL                     MEDFORD           OR    97504    (503) 779-3141         164      X      X      X      X
  3370     BEST WESTERN PONY SOLDIER MEDF   MEDFORD           OR    97504    (541) 779-2011   7800   72
 23052     WINDMILL INN/MEDFORD             MEDFORD           OR    97504    (503) 779-0050         123
 11186     HOWARD JOHNSON MEDFORD MOTEL     MEDFORD           OR    97504    (503) 770-5151          48
 17705     HORIZON MOTOR INN                MEDFORD           OR    97504    (503) 779-5085         129
 17707     DAYS INN MEDFORD                 MEDFORD           OR    97504    (541) 779-6730          50                             
 28771     ROGUE VALLEY INN                 MEDFORD           OR    97504    (503) 772-2800          30
 12778     PEAR TREE MOTEL                  MEDFORD           OR    97504    (503) 535-4445   8810   46
 17383     BEST WESTERN HERITAGE INN        ASHLAND           OR    97520    (503) 482-6932   9105   53
 17586     KNIGHTS INN                      ASHLAND           OR    97520    (503) 482-5111          40


<CAPTION>
                                                                        Report #: Res-14
                                             -------------------------- 1996 ---------------------------
STR CODE   Name of Establishment            JAN    FEB    MAR    APR    MAY    JUN    JUL    AUG    SEP
- --------   ---------------------            ---    ---    ---    ---    ---    ---    ---    ---    ---
<C>        <S>                              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
  7927     GATEWAY INN                      
 17640     GATEWAY INN                      
 29123     RODEWAY INN SPRINGFIELD/EUGENE           X      X      X      X      X      X      X      X
 17769     PONDEROSA INN                    
 33376     MICROTEL SUTHERLIN               
 17791     THE ADOBE                        
 17792     FIRESIDE MOTEL                   
 17793     SHAMROCK LODGETTES                X      X      X      X      X      X      X      X      X
 23161     SILVER SURF MOTEL                
 23163     YACHATS INN                      
 31866     DUBLIN HOUSE                     
 17703     CEDAR LODGE                      
 20698     CLOSED MEDFORD HOTEL             
 23048     BEST 4 LESS VILLAGE INN          
 23051     TIKI LODGE                       
 17706     KNIGHTS INN                      
  9654     RED LION MEDFORD/INN              X      X      X      X      X      X      X      X      X
 23909     SIERRA                           
 28719     OREGON LODGE                     
  3669     BEST WESTERN MEDFORD INN         
 17708     ROYAL CREST                      
 32492     COMFORT INN SOUTH MEDFORD         X      X      X      X      X      X      X      X      X
 23049     CAPRI MOTEL                      
  6524     MOTEL 6 MEDFORD SOUTH             X      X      X      X      X      X      X      X      X
 20374     ROGUE REGENCY INN                
 29470     PHOENIX MOTOR INN                
 30533     COMFORT INN MEDFORD               X      X      X      X      X      X      X      X      X
 23047     MOTEL 6 MEDFORD NORTH             X      X      X      X      X      X      X      X      X
 10281     RESTON HOTEL                     
  3370     BEST WESTERN PONY SOLDIER MEDF   
 23052     WINDMILL INN/MEDFORD             
 11186     HOWARD JOHNSON MEDFORD MOTEL     
 17705     HORIZON MOTOR INN                
 17707     DAYS INN MEDFORD                                                                   X      X
 28771     ROGUE VALLEY INN                 
 12778     PEAR TREE MOTEL                  
 17383     BEST WESTERN HERITAGE INN        
 17586     KNIGHTS INN                      
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN

                                Oregon West Area
                                                                11/07/96 Page: 8

<TABLE>
<CAPTION>
                                                                                                                  RESPONSE REPORT   
                                                                      Zip                                    --------- 1995 --------
STR CODE   Name of Establishment            City              ST    Code       Telephone     YEAR  ROOMS    SEP    OCT    NOV    DEC
- --------   ---------------------            ----              --    ----       ---------     ----  -----    ---    ---    ---    ---
<C>        <S>                              <C>               <C>   <C>      <C>              <C>   <C>     <C>    <C>    <C>    <C>
 22898     ASHLAND MOTEL                    ASHLAND           OR    97520    (503) 482-2561          25
 30641     REGENCY INN                      ASHLAND           OR    97520    (503) 482-4700          44
 23366     SUPER 8 ASHLAND                  ASHLAND           OR    97520    (541) 482-8887   8609   67
  3350     ASHLAND HILL/WINDMILL INN        ASHLAND           OR    97520    (541) 482-8310         159
  6031     QUALITY ASHLAND                  ASHLAND           OR    97520    (503) 488-2330          60      X      X      X      X 
  3351     BEST WESTERN BARDS INN           ASHLAND           OR    97520    (503) 482-0049   6300   91
 22901     MARK ANTONY HOTEL                ASHLAND           OR    97520    (503) 482-1721          62
 17587     STRATFORD INN                    ASHLAND           OR    97520    (503) 488-2151          53
 17589     ASHLAND VALLEY INN               ASHLAND           OR    97520    (503) 482-2641          64
 17588     TIMBERS                          ASHLAND           OR    97520    (503) 482-4242          29
 22899     CEDARWOOD INN MOTEL              ASHLAND           OR    97520    (503) 458-2000          64
 17590     CHANTICLEER INN                  ASHLAND           OR    97520    (503) 482-1919   8100    7
 17728     OREGON CAVES CHATEAU             OREGON CAVES                                      
                                              NATL MONUMEN    OR    97523    (503) 592-3400          22
 17621     JUNCTION INN                     CAVE JUNCTION     OR    97523    (503) 592-3106          60
  6522     MOTEL 6 GRANTS PASS              GRANTS PASS       OR    97526    (541) 474-1331         122      X      X      X      X 
 11183     SHILO INN GRANTS PASS            GRANTS PASS       OR    97526    (503) 479-8391          70
 17657     REGAL LODGE                      GRANTS PASS       OR    97526    (503) 479-3305          30
 22990     FLAMINGO MOTEL                   GRANTS PASS       OR    97526    (503) 476-6601          33
 25221     KNIGHTS INN                      GRANTS PASS       OR    97526    (503) 479-5595          32
 31853     SWEET BREEZE INN                 GRANTS PASS       OR    97526    (503) 471-4434          21
 17655     MOTEL ORLEANS MOTEL ORLEANS      GRANTS PASS       OR    97526    (503) 479-8301          60
 22995     REDWOOD MOTEL                    GRANTS PASS       OR    97S26    (503) 476-0878          36
  3366     RIVERSIDE INN                    GRANTS PASS       OR    97526    (503) 476-6873         175
  7440     THRIFTLODGE GRANTS PASS          GRANTS PASS       OR    97526    (503) 476-7793          35      X      X      X      X 
 28069     SUPER 8 GRANTS PASS              GRANTS PASS       OR    97526    (541) 474-0888   9002   79
 17658     ROYAL VUE MOTEL                  GRANTS PASS       OR    97526    (503) 479-5381          60
  8149     BEST WESTERN GRANTS PASS INN     GRANTS PASS       OR    97526    (541) 476-1117          84      X      X      X      X 
 29975     HOLIDAY INN EXPRESS GRANTS PAS   GRANTS PASS       OR    97526    (503) 471-6144   9404   80      X      X      X      X 
  9000     GOLDEN INN                       GRANTS PASS       OR    97526    (503) 479-6611          60
 22118     BEST WESTERN INN AT THE ROGUE    GRANTS PASS       OR    97527    (503) 582-2200   9202   53      X      X      X      X 
 31859     STAGE LODGE                      JACKSONVILLE      OR    97530    (503) 899-3953          27
 30914     PROSPECT HISTORICAL H            PROSPECT          OR    97536    (503) 560-3664          22
                                                                                                  -----
                                                                                                  18956        

                                                                                 X - Denotes data received by Smith Travel Research.


<CAPTION>
                                                                        Report #: Res-14
                                             -------------------------- 1996 ---------------------------
STR CODE   Name of Establishment            JAN    FEB    MAR    APR    MAY    JUN    JUL    AUG    SEP
- --------   ---------------------            ---    ---    ---    ---    ---    ---    ---    ---    ---
<C>        <S>                              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
 22898     ASHLAND MOTEL                    
 30641     REGENCY INN                      
 23366     SUPER 8 ASHLAND                  
  3350     ASHLAND HILL/WINDMILL INN        
  6031     QUALITY ASHLAND                   X      X      X      X      X      X      X      X      X
  3351     BEST WESTERN BARDS INN           
 22901     MARK ANTONY HOTEL                
 17587     STRATFORD INN                    
 17589     ASHLAND VALLEY INN               
 17588     TIMBERS                          
 22899     CEDARWOOD INN MOTEL              
 17590     CHANTICLEER INN                  
 17728     OREGON CAVES CHATEAU             
                                            
 17621     JUNCTION INN                     
  6522     MOTEL 6 GRANTS PASS               X      X      X      X      X      X      X      X      X
 11183     SHILO INN GRANTS PASS            
 17657     REGAL LODGE                      
 22990     FLAMINGO MOTEL                   
 25221     KNIGHTS INN                      
 31853     SWEET BREEZE INN                 
 17655     MOTEL ORLEANS MOTEL ORLEANS      
 22995     REDWOOD MOTEL                    
  3366     RIVERSIDE INN                    
  7440     THRIFTLODGE GRANTS PASS                                X      X      X      X      X      X
 28069     SUPER 8 GRANTS PASS              
 17658     ROYAL VUE MOTEL                  
  8149     BEST WESTERN GRANTS PASS INN      X      X      X      X      X      X      X      X      X
 29975     HOLIDAY INN EXPRESS GRANTS PAS    X      X      X      X      X      X      X      X      X
  9000     GOLDEN INN                       
 22118     BEST WESTERN INN AT THE ROGUE     X      X      X      X      X      X      X      X      X
 31859     STAGE LODGE                      
 30914     PROSPECT HISTORICAL H            
</TABLE>

                             X - Denotes data received by Smith Travel Research.



================================================================================





                                APPRAISAL REPORT
                                 SHILO INN HOTEL

                                   LOCATED AT
                             10830 SW GREENBURG ROAD
                           TIGARD (WASHINGTON SQUARE)
                                OREGON 97223-1409


                                      AS OF

                                DECEMBER 1, 1996


                                  Prepared for:
                                     KEYCORP
                           REAL ESTATE CAPITAL MARKETS
                          700 FIFTH AVENUE, 52nd FLOOR
                            SEATTLE, WASHINGTON 98104


                                  Prepared by:
                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106

================================================================================
<PAGE>

                       JAMES RATKOVICH & ASSOCIATES, INC.
                             1224 EAST GREEN STREET
                           PASADENA, CALIFORNIA 91106
                            TELEPHONE: (818) 795-5087

December 9, 1996

Mr. David Thatcher
Senior Vice President
KeyCorp
Real Estate Capital Markets
700 Fifth Avenue, 52nd Floor
Seattle, Washington  98104

Re:      Appraisal Report of Shilo Inn
         10830 SW Greenburg Road
         Tigard/Washington Square, OR   97223-1409

Dear Mr. Thatcher:

In conjunction with the above captioned appraisal report, we have conducted the
required investigation, gathered the necessary data, and made certain analyses
that were used in forming the opinion of the market value of the above
referenced property.

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral to secure a proposed
loan. This Report is intended to comply with the requirements of the Uniform
Standards of Professional Appraisal Practice (USPAP), as promulgated by the
Appraisal Standards Board of the Appraisal Foundation.

The purpose of this Report is to express our opinion of the market value of the
Property subject to the definitions of value, the assumptions and limiting
conditions and the certification contained in the attached Report. The Report:

      o     May be relied upon by Merrill Lynch Mortgage Capital Inc. in
            determining whether to make a loan(s) evidenced by a note ("Property
            Note") secured by the Property;

      o     May be relied upon by any purchaser in determining whether to
            purchase the Property Notes for these transactions from Merrill
            Lynch Mortgage Capital Inc.;

      o     May be relied upon by any Rating Agency in rating securities issued
            by Merrill Lynch Mortgage Capital Inc. and representing an interest
            in the Property Notes;
<PAGE>

Mr. David Thatcher
December 9, 1996
Page -2-

      o     May be included with and referred to in materials offering the
            Property Notes or an interest in the Property Notes for sale.

The subject property is a four-story motel which contains 77 rooms and is
located at 10830 SW Greenburg Road in the City of Tigard, Washington County,
Oregon 97223-1409. It is situated one lot south of the intersection of Greenburg
Road and SW Shady Lane, one-half block south of Highway 217. The subject site is
leased under a long term ground lease which commenced in January 1984 and was
assigned to Mark Hemstreet in November 1984. The site is comprised of one
assessor parcel that is irregular shape. It has approximately 294 square feet of
frontage on the east side of Greenburg Road. Calculations reveal a total site
area of 51,836 SF (1.19 acres). The site has been improved with a four-story,
good quality, Class D building structure which encompass 29,952 SF of improved
building area. The leasehold is owned and operated by the Shilo Inn Hotel Group
(Mark S. Hemstreet).

The subject property and comparables were last inspected November 7, 1996. Based
on the investigation and analysis outlined in the report and subject to the
assumptions and limiting conditions as set forth within the context of this
report, the estimated market value of the Leasehold Estate, as a going concern
with existing furniture, fixture and equipment, As Is, as of December 1, 1996
was:

                                   $5,200,000
                                   ==========

                    FIVE MILLION TWO HUNDRED THOUSAND DOLLARS

The report that follows sets forth the identification of the property, the
assumptions and limiting conditions, pertinent facts regarding the area and the
subject property, comparable data and the reasoning leading to the conclusions
set forth.

Sincerely,


/s/ M. Hammad
M. Hammad, MAI
Certified General Appraiser
CA No. AG002849
OR No. TNR0341


                                                                         Page ii
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                                TABLE OF CONTENTS


ASSUMPTIONS AND LIMITING CONDITIONS                               V


SALIENT FACTS AND CONCLUSIONS                                   VII


SUBJECT PHOTOGRAPHS                                               8


IDENTIFICATION OF THE PROPERTY                                   16


PURPOSE OF THE APPRAISAL                                         16


FUNCTION OF THE APPRAISAL                                        16


DATE OF VALUATION                                                16


HISTORY AND OWNERSHIP                                            16


SCOPE OF THE ASSIGNMENT                                          17


MARKETING AND EXPOSURE PERIODS                                   17


AMERICAN DISABILITIES ACT COMPLIANCE                             17


PROPERTY RIGHTS APPRAISED                                        18


HAZARDOUS MATERIAL STATEMENT                                     18


COMPETENCY PROVISION                                             18


DEFINITIONS                                                      19


REGIONAL OVERVIEW                                                21


AREA DESCRIPTION                                                 25


HOTEL INDUSTRY OVERVIEW                                          28


SITE DESCRIPTION                                                 35


PLAT MAP                                                         39


- ----------                                                                   iii

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


TABLE OF CONTENTS (CONTINUED)


IMPROVEMENT DESCRIPTION                                          40


HIGHEST AND BEST USE ANALYSIS                                    46


VALUATION                                                        48


COST APPROACH                                                    51


DIRECT COMPARISON APPROACH                                       68


INCOME APPROACH                                                  82


RECONCILIATION AND FINAL VALUE CONCLUSIONS                      102


CERTIFICATIONS                                                  104


APPRAISER'S QUALIFICATIONS


ADDENDA

Subject's Historical Operating Data
Ground Lease
Restaurant Lease
Smith Travel Research Hotel Operating Statistics
PKF Industry Standards

- ----------                                                                    iv
James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                        Assumptions & Limiting Conditions

The analysis of the property is predicated upon the following assumptions and
conditions:

The date of value to which the opinions expressed in this report apply is set
forth in the letter of transmittal. The Appraiser assumes no responsibility for
economic or physical factors occurring at some later date which may affect the
opinions herein stated.

No opinion is intended to be expressed for legal matters or that would require
specialized investigation or knowledge beyond that ordinarily employed by real
estate appraisers, although such matters may be discussed in the report.

No opinion as to title is rendered. Data on ownership and the legal description
were obtained from sources generally considered reliable. Title is assumed to be
marketable and free and clear of all liens and encumbrances, easements, and
restrictions except those specifically discussed in the report.

The property is appraised assuming it to be under responsible ownership and
competent management and available for its highest and best use.

No engineering survey has been made by the Appraiser. Except as specifically
stated, data relative to size and area were taken from sources considered
reliable, and no encroachment of real property improvements is assumed to exist.

Maps, plats, and exhibits included herein are for illustration only, as an aid
in visualizing matters discussed within the report. They should not be
considered as surveys or relied upon for any other purpose.

No opinion is expressed as to the value of subsurface oil, gas, or mineral
rights and the property is not subject to surface entry for the exploration or
removal of such material except as expressly stated.

Testimony or attendance in court or at any other hearing is not required by
reason of rendering this appraisal unless such arrangements are made and
compensation is agreed in advance.

No soil studies covering the subject property were available to the Appraiser,
therefore, assumptions as to soil qualities employed in this report are not
conclusive but have been considered consistent with information available to the
Appraiser.

Earthquakes are not common in the area. No responsibility is assumed due to
their possible effects on individual properties unless detailed geological
reports are made available.

The property has been personally inspected by the appraisers so designated in
the Certification and have found no obvious evidence of structural deficiencies
except as stated in the report; however, no responsibility for hidden defects or
conformity to specific governmental requirements such as fire, building and
safety, earthquake, or occupancy codes can be assumed without provision of
specific professional or governmental inspections.

No consideration has been given in this appraisal to personal property located
on the premises unless specifically addressed within this report. Only real
property items have been considered unless specifically mentioned.



- ----------                                                                     v

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


Assumptions & Limiting Conditions (continued)

The rental areas herein discussed have been calculated in accord with standards
developed by the American Standards Association as included in Real Estate
Terminology.

This report is based, in part, upon information assembled from a wide range of
sources. An impractical and uneconomic expenditure of time would be required in
attempting to furnish unimpeachable verification in all instances, particularly
as to market related information, therefore, the incorporated data cannot be
guaranteed.

The dollar amount of any value opinion herein rendered is based upon the
purchasing power of the United States dollar existing at the date of value.

The Appraiser reserves the right to make such adjustments to the valuation
herein reported as may be required by consideration of additional or more
reliable data that may become available.

In the event this report is placed in the hands of a third party, such party
must be made cognizant of any and all limiting conditions resulting from the
basis of our employment and discussions related thereto as well as those set
forth herein.

When improvements are labeled proposed or when development type properties are
concerned, the property has been appraised subject to certain assumptions as to
the quality and nature of the completed buildings, tenant improvements, land
improvements or infrastructure. The basis for these assumptions were provided by
the client, his representative, or government officials. Any deviation from
these specifications will render the conclusions, which are based on those
assumptions, useless and void.

Hazardous substances, if present within a facility, can introduce an actual or
potential liability that will adversely affect the marketability and value of
the facility. Such liability may be in the form of immediate recognition of
existing hazardous conditions requiring correction and the future obligation
that can stem from the release of currently non-hazardous contaminants, such as
asbestos fibers or toxic vapors from urea formaldehyde foam insulation, through
aging or building renovations. In the development of our opinion of value, no
consideration has been given to such liability or its impact on value. The
Appraiser is not qualified to make an investigation to determine the possible
presence of toxic materials requiring either immediate or future correction.
There are experts in this special field who can conduct such investigations and
provide guidance regarding the impact of toxic materials that may be present in
the subject property.

Disclosure of the contents of this appraisal report is governed by the bylaws
and regulations of the Appraisal Institute. Neither all nor any part of the
contents of this report (especially any conclusions as to value, the identity of
the appraisers or the firm with which they are connected, or any reference to
the Appraisal Institute or the MAI, SRPA, RM, SRA, or SREA designations) shall
be disseminated to the public through advertising media, public relations media,
news media, sales media, or any other public means of communication without the
prior written consent and approval of the undersigned.

Moreover, except for the fee paid us in its connection, we do not assume any
responsibility or liability for direct, indirect, incidental or consequential
damages whatsoever resulting from errors due to human fallibility or to computer
hardware or software.



- ----------                                                  vi

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS

<TABLE>
<S>                                                  <C>
LOCATION:                                            Shilo Inn
                                                     10830 SW Greenburg Road
                                                     Tigard/Washington Square, Oregon 97223-1409

ASSESSOR'S PARCEL NO.:                               15135BD-01300

PROPERTY RIGHTS APPRAISED:                           Leasehold Estate

OWNER OF RECORD:                                     Mark S. Hemstreet

PROPERTY TYPE:                                       77 Unit Motel

ZONING:                                              CG, General Commercial, City of Tigard, OR

SITE AREA:                                           1.19 acres;  (51,836 square feet)

IMPROVEMENTS:                                        The subject improvements consist of one, four-story,
                                                     good quality, Class D, double wall constructed
                                                     motel building with 77 rooms encompassing 29,952
                                                     square feet gross. The improvement was constructed
                                                     in 1984. Effective age is estimated at 10 years, with
                                                     a 40 year remaining economic life.

HIGHEST AND BEST USE:                                As Vacant:        Commercial development
                                                     As Improved:      Existing Use

VALUE CONCLUSIONS:

     Land Value:                                     $335,000  (Fee Simple)
     F, F & E:                                       $192,500 ($2,500 per room)

     Cost Approach:                                  Not Applicable
     Direct Sales Comparison:                        $4,410,000
     Income Capitalization Approach:                 $5,200,000

     Final Value Estimate (Leasehold)                $5,200,000

ESTIMATED MARKETING TIME:                            Twelve Months

LAST DATE OF INSPECTION:                             November 7, 1996

DATE OF VALUE:                                       December 1, 1996
</TABLE>



- ----------                                                  vii

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                               SUBJECT PHOTOGRAPHS
- --------------------------------------------------------------------------------



                               [GRAPHIC OMITTED]



- --------------------------------------------------------------------------------
         SUBJECT PROPERTY - LOOKING SOUTHEAST FROM ACROSS GREENBURG ROAD


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


                               [GRAPHIC OMITTED]



- --------------------------------------------------------------------------------
SUBJECT PROPERTY - LOOKING SOUTH FROM NEAR DRIVEWAY ENTRANCE FROM GREENBURG ROAD


- ----------                                                            8

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR



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


                               [GRAPHIC OMITTED]




- --------------------------------------------------------------------------------
     SUBJECT PROPERTY - LOOKING NORTHWEST FROM NEAR SOUTHEAST CORNER OF SITE

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


                               [GRAPHIC OMITTED]




- --------------------------------------------------------------------------------
     SUBJECT PROPERTY - LOOKING SOUTHWEST FROM NEAR NORTHEAST CORNER OF SITE

- ----------                                                            9

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR



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



                               [GRAPHIC OMITTED]





- --------------------------------------------------------------------------------
     SUBJECT PROPERTY - LOOKING NORTHEAST FROM NEAR SOUTHWEST CORNER OF SITE

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



                               [GRAPHIC OMITTED]




- --------------------------------------------------------------------------------
                    SUBJECT PROPERTY LOBBY/REGISTRATION DESK


- ----------                                                            10

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR



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



                               [GRAPHIC OMITTED]






- --------------------------------------------------------------------------------
                           BREAKFAST ROOM/GUEST LOUNGE

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



                               [GRAPHIC OMITTED]





- --------------------------------------------------------------------------------
                          SAUNA - STEAM ROOM - SPA ROOM


- ----------                                                            11

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR



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


                               [GRAPHIC OMITTED]



- --------------------------------------------------------------------------------
                                DOUBLE QUEEN ROOM

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


                               [GRAPHIC OMITTED]




- --------------------------------------------------------------------------------
                                SINGLE KING ROOM


- ----------                                                            12

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR



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



                               [GRAPHIC OMITTED]




- --------------------------------------------------------------------------------
                              MINI-SUITE KING ROOM

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



                               [GRAPHIC OMITTED]




- --------------------------------------------------------------------------------
                                    KING ROOM
- --------------------------------------------------------------------------------

- ----------                                                            13
James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


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


                               [GRAPHIC OMITTED]


- --------------------------------------------------------------------------------
                                  GUEST LAUNDRY

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



                               [GRAPHIC OMITTED]





- --------------------------------------------------------------------------------
                               MOTEL LAUNDRY ROOM


- ----------                                                       14

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR



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



                               [GRAPHIC OMITTED]






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

       STREET SCENE LOOKING SOUTH ON GREENBURG ROAD - SUBJECT TO THE LEFT

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



                               [GRAPHIC OMITTED]






- --------------------------------------------------------------------------------
       STREET SCENE LOOKING NORTH ON GREENBURG ROAD - SUBJECT TO THE RIGHT


- ----------                                                       15

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                         IDENTIFICATION OF THE PROPERTY

The subject property is a Shilo Inn motel located at 10830 SW Greenburg Road,
Tigard, OR Tigard, Washington County, Oregon 97223-1409. The subject is situated
on an irregular shaped site located on the east side of SW Greenburg Road.

Legal Description

The property is identified for tax purposes as Assessor's Parcel Number
15135BD-01300. A full legal description of the property is included in the
Addenda to this report.

                            PURPOSE OF THE APPRAISAL

The purpose of the appraisal is to express our opinion of the market value,
"As-Is" of the Leasehold Estate in the ground lease, of the going concern, in
the subject property, as of the stated appraisal date.

                            FUNCTION OF THE APPRAISAL

The function of this Report is for the exclusive use of KeyCorp and Merrill
Lynch Mortgage Capital Inc. to evaluate the collateral for a proposed loan for
its underwriting purposes. This appraisal is intended to comply with the
requirements of the Uniform Standards of Professional Appraisal Practice
(USPAP), as promulgated by the Appraisal Standards Board of the Appraisal.

      o     May be relied upon by KeyCorp and Merrill Lynch Mortgage Capital
            Inc. in determining whether to make a loan(s) evidenced by a note
            ("Property Note") secured by the Property;

      o     May be relied upon by any purchaser in determining whether to
            purchase the Property Notes for these transactions from Merrill
            Lynch Mortgage Capital Inc.;

      o     May be relied upon by any Rating Agency in rating securities issued
            by Merrill Lynch Mortgage Capital Inc. and representing an interest
            in the Property Notes;

      o     May be included with and referred to in materials offering the
            Property Notes or an interest in the Property Notes for sale.

                                DATE OF VALUATION

The date of valuation is December 1, 1996. The subject and the comparables were
last inspected on November 7, 1996.

                              HISTORY AND OWNERSHIP

According to title information furnished by First American Title Insurance
Company of Oregon, dated October 1, 1996, the apparent owner of the subject
property is G.V. Miller, C.G. Potter, J.E. Boatwright and Robert M. Schaefer,
dba West Coast Service Company. The property has been in this ownership since
November 19, 1971. The property owner leased the land to William Brenner and Chi
Tsung Pon, et al, on January 31, 1984 for a period of 30 years The lease was
assigned to Mark Hemstreet on November 13, 1984. The indicated price for the
leasehold improvement and the lease assignment was $850,000. There are no sales
or listing pending on the subject property as of the appraisal date.


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                             SCOPE OF THE ASSIGNMENT

This appraisal has been made in accordance with the accepted techniques,
standards, methods and procedures as stated in the Uniform Standards of
Professional Appraisal Practice of the Appraisal Institute.

The value set forth herein was estimated after application and analysis by the
Direct Sales Comparison Approach to value and an Income Approach analysis using
capitalization and discounting methods.

The appraiser researched the market for sales of vacant land similar to the
subject's land. This was used in valuation of the leased fee interest in the
land to arrive at the leasehold interest in the land which was added to the
estimated depreciated cost to build the improvements to arrive at a reasonable
Cost Approach to value. The subject market area was surveyed to obtain an
indication of overall market rents, typical expenses and occupancy levels, in
order to analyze the subject income stream for the Income Approach to value.
Additionally, sales of improved properties similar to the subject property were
analyzed to determine both the demand for and to estimate market value of the
subject property. The ground lease was accounted for in all approaches by
deducting the leased fee estate in the Sales Comparison Approach and by
deducting the ground rent obligation in the Income Approach. The three
approaches were correlated to arrive at a final value. This is a complete
appraisal/self contained report. All the data gathered was verified and adjusted
according to superiority or inferiority relative to the subject property in
order to obtain a value indication for the subject property.

                         MARKETING AND EXPOSURE PERIODS

According to Korpacz Real Estate Investor Survey, First Quarter 1996, the
average marketing time for national investment property is 9.89 months as
compared to 11.01 months a year prior. According to CB Commercial Investor
Survey, First Quarter 1996, the marketing time for hotels ranges between 6-18
months and averages 8.4 months. Sales used in our market approach analysis
indicate a range between 1 and 12 months marketing time. Hotel and motel brokers
indicate that properties similar to the subject are expected to have marketing
periods of approximately 9 to 12 months. This appraisal is based on a 12 month
marketing period. Exposure period is a retrospective indication of market time
and for the subject property is estimated to be the same as the marketing
period.

                      AMERICAN DISABILITIES ACT COMPLIANCE

The subject property is appraised without a specific compliance survey having
been constructed to determine if the property is or is not in conformance with
the requirements of the Americans with Disabilities Act (ADA). The presence of
architectural and communications barriers that are structural in nature that
would restrict access by disabled individuals may adversely affect the
property's value, marketability or utility.



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10830 SW Greenburg Road, Tigard, OR


                            PROPERTY RIGHTS APPRAISED

The rights in realty are typically identified with respect to properties such as
the subject are the Fee Simple, Leased Fee, and Leasehold Estate. These are
defined as follows:(1)

Fee Simple Estate: An absolute fee; a fee without limitations to any particular
class of heirs or restrictions, but subject to the limitations of eminent
domain, escheat, police power and taxation. An inheritable estate.

Leased Fee Estate: A property held in fee with the right of use and occupancy
conveyed by lease to others. A property consisting of the right to receive
rentals over a period of time, plus the right of ultimate repossession at the
termination of the lease.

Leasehold Estate: A property held under tenure of lease. The right of use and
occupancy of real property by virtue of a lease agreement. The right of a lessee
to use and enjoy real estate for a stated term and upon certain conditions, such
as the payment of rent.

The property rights appraised within the context of this report are described as
the Leasehold Estate.

                          HAZARDOUS MATERIAL STATEMENT

In this appraisal assignment, unless otherwise stated, the existence of
potentially hazardous material used in the construction or maintenance of the
building, such as the presence of toxic waste, which may or may not be present
on the property, was not observed by the appraiser; nor do we have any knowledge
of the existence of such materials on or in the property. The appraiser is not
qualified to detect such substances. The presence of potentially hazardous
insulation may have an effect on the value of the property. The value estimate
is predicated on the assumption that there is no such material on or in the
property that would cause a loss in value. No responsibility is assumed for any
such conditions, or for engineering or scientific knowledge required to discover
such materials. The client is urged to retain an expert in this field, if so
desired.

                              COMPETENCY PROVISION

We attest that the writer of this report has attained a level of competency
necessary to complete the assignment in a diligent manner, utilizing all the
commonly recognized analysis techniques considered normal for a prudent
evaluation effort. The reader is referred to the appraisers' qualifications in
the addenda for further confirmation of the appraisers' training and background.



- ----------
(1) Real Estate Terminology; American Institute of Real Estate Appraisers; Burl
N. Boyce, Ph.D.; Ballinger Company; 1975.

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Definitions

"(2) 'Market value'(2) means:

    (i) The most probable price which a property should bring in a competitive
    and open market under all conditions requisite to a fair sale, the buyer and
    seller, each acting prudently, knowledgeably and assuming the price is not
    affected by undue stimulus. Implicit in this definition is the consummation
    of a sale as of a specified date and the passing of title from seller to
    buyer under conditions whereby:

         A.   buyer and seller are typically motivated;

         B.   both parties are well informed or well advised, and each acting in
              what he considers his own best interest;

         C.   a reasonable time is allowed for exposure in the open market;

         D.   payment is made in terms of cash in US dollars or in terms of
              financial arrangements comparable thereto; and

         E.   the price represents a normal consideration for the property sold
              unaffected by special or creative financing or sales concessions
              granted by anyone associated with the sale.

(ii) Adjustments to the comparables must be made for special or creative
financing or sales concessions. No adjustments are necessary for those costs
that are normally paid by sellers as a result of tradition or law in a market
area; these cost are readily identifiable since the seller pays these costs in
virtually all sales transactions. Special or creative financing adjustments can
be made to the comparable property by comparisons to financing terms offered by
a third party institution lender that is not already involved in the property or
transaction. Any adjustment should not be calculated on a mechanical dollar for
dollar cost of the financing or concession, but the dollar amount of any
adjustment should approximate the market's reaction to the financing or
concessions based on the appraiser's judgment."

Going Concern Value

According to the Dictionary of Real Estate Appraisal, Third Edition, going
concern value is defined as: the value created by a proven operation; considered
as a separate entity to be valued with a specific business establishment.


- ----------
(2) This definition of market value is predicated on the Uniform Standards of
Professional Appraisal Practice (USPAP) and fully complies with those
requirements mandated by the Office of Thrift Supervision (OTS), Office of the
Comptroller of Currency (OCC), Federal Deposit Insurance Corporation (FDIC),
National Credit Union Administration (NCUA), Federal Home Loan Bank Board
(FHLBB), and the Resolution Trust Corporation (RTC). 

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10830 SW Greenburg Road, Tigard, OR


                                  Regional Map


                               [GRAPHIC OMITTED]


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10830 SW Greenburg Road, Tigard, OR


                                REGIONAL OVERVIEW

The subject property is located in the greater Portland Metropolitan area in the
northwest portion of the State of Oregon at the northern end of the Willamette
Valley. The metropolitan area is comprised of Multnomah, Washington, Clackamas,
and Yamhill Counties in Oregon, and Clark County in Washington. Portland is the
largest city in the State of Oregon. Situated on the Willamette and Columbia
Rivers, about 80 miles east of the mouth of the Columbia River, the city enjoys
commanding views of the Cascade Mountains. The breathtaking and snowcapped Mt.
Hood rises majestically to the east of the city and is only one of many
beautiful peaks that can be viewed from Portland. It is the largest population
center between Seattle and San Francisco. The city is 110 water miles from the
Pacific Ocean, 180 highway miles south of Seattle, and 650 highway miles north
of San Francisco.

Portland has a temperate climate with mild temperatures averaging 38 degrees in
the winter and 66 degrees in the summer. Portland's precipitation is primarily
rain, the majority of which falls between October and May.
Snowfalls are seldom more than a few inches and severe storms are rare.

TRANSPORTATION

Salem, the capital city of Oregon, is located approximately 50 miles south of
Portland. Seattle, Washington is located 177 miles north. Due to its central
location and proximity to primary transportation centers, Portland has become
one of the major distribution centers in the Pacific Northwest. It is the only
metropolitan city in the region which provides water travel, highway, and rail
service to all four compass points. The area is accessed by Interstate Highway
5, a north/south freeway connecting Seattle to the north and San Francisco, Los
Angeles, San Diego to the south. Interstate 84, an east/west freeway travels
along the Columbia River to Idaho. The area is also serviced by US Highways 30,
26, 99E , 99W and Interstate 205.

Local mass transit is provided by Tri-Met County Metropolitan District. This
system serves the tri-county area with 600 buses and a light rail system which
connects the east side of Multnomah County with downtown Portland.

The Portland International Airport is located just off the Interstate 205
approximately 6 miles from Portland and 25 miles from the subject property. The
airport has recently undergone a $17.5 million dollar expansion and is being
considered by the FAA as an expansion airport due to crowding at other major
airports. Air traffic is expected to increase dramatically over the next five
years. The airport should continue to boost the regional economy. Two smaller
airports are located in the cities of Hillsboro and Troutdale.
Burlington-Northern, Southern Pacific and the Union Pacific railroads serve
Portland. There are also several buslines available, such as Greyhound and
Trailways Lines.


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10830 SW Greenburg Road, Tigard, OR


REGIONAL OVERVIEW (continued)

POPULATION STATISTICS
In 1983 the federal government classified Portland as a "Level A" Consolidated
Metropolitan Statistical Area (CMSA). This designation encompasses the areas of
Multnomah, Washington, Clackamas, and Yamhill Counties in Oregon and Clark
County, Washington. Included within this designation is the Portland Primary
Statistical Area (PMSA), i.e., the four Oregon counties and the Vancouver PMSA,
i.e., Clark County.

The PMSA's most recent population estimates indicate a total population of
approximately 1.2 million. Thirty-six percent of the PMSA population reside in
the City of Portland. Between 1979 and 1989, the Portland PMSA increased
approximately 12%.

The Center for Population Research at Portland State University, showed that the
three fastest growing cities in the PMSA are in Washington County. These are
Durham, Sherwood and Cornelius, all experiencing double-digit growth over the
past year. Gresham, Hillsboro and Oregon City added the largest number of
residents for the same period. Oregon City increased 8.2% over the past year,
reaching a population of 18,980. The total population for the Greater Portland
Metropolitan area is approaching over 1.4 million people.

The State of Oregon labor statistics, September 1996, indicate a seasonally
adjusted state unemployment rate for July, 1996, of 5.3%. This compares with a
national seasonally adjusted unemployment rate of 5.4 percent. The Portland area
showed an unemployment rate 4.1% for the same period. Although slightly higher
than its level a year ago, the unemployment rate for the Portland metro area
remains well below the statewide and national rates.

The PMSA is generally considered to have a diversified economy, not tied to any
one industry or employer. The non-manufacturing sector employs about 80% of all
non-farm wage and salary workers. There is relatively rapid growth expected in
most of the non-manufacturing industries. A large number of the expected job
openings in non-manufacturing sectors will be in the trade and service
industries, which together account for about half of all wage and salary
employment in the PMSA.

There are approximately 38,000 business establishments (14,000 of which are in
the services sector) in the Portland Metropolitan Statistical Area. There are
more than 275 banking offices in the area. Metal working, lumber, furniture and
timber products, electronics, and chemicals are five of the leading industries
in the area. More than 1,000 businesses in these five fields claim Portland as
their headquarters. Several of these companies are among the largest US
Corporations and some, (Tektronix, Willamette Industries and Omark Industries
for example) are listed in Fortune 1000. The top ten employers are Tektronix
(10,624 employees), Fred Meyer, Inc. (6,689), HealthLink (4,300), Kaiser
Permanente (4,253) and James River Corporation (4,200). The other five, each
with approximately 3,000 employees are US Bancorp, Northwest Bell, Intel, PGE,
and First Interstate Bank.


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10830 SW Greenburg Road, Tigard, OR


REGIONAL OVERVIEW (continued)

Portland has become a leader in attracting new businesses. The city ranked first
among US cities in the growth of electronics and information technology
companies from 1982 to 1984. The area has been able to entice global firms such
as NEC, Epson, and Fujitsu to relocate in Portland. Governmental agencies have
been actively pursuing plans (land use planning, selective lower tax rates) to
recruit new businesses.

EDUCATION

Portland has a good primary and secondary education system. Additionally there
are numerous private colleges, four community colleges and eleven vocational
schools in the area. Portland is home to Portland State University, the
University of Oregon Medical School, Lewis and Clark College, University of
Portland and Reed College. The two largest schools in Oregon, the University of
Oregon and Oregon State University are located 120 miles and 90 miles south of
Portland, respectively.

TOURISM AND TRAVEL

Tourism is one of the fastest growing industries in the Pacific Northwest. While
it is difficult to track the number of visitors to the Portland area due to the
variety of entry modes, statistics compiled by the Portland Oregon Visitors
Association indicate significant growth in visitor inquiries every year. In the
longterm, tourism in the Pacific Northwest should benefit from national trends
toward increased vacation time and personal income, and from a surge in visitors
traveling to and from Asia. Popular tourist attractions in or near the Portland
area include the Oregon Coast, Columbia Gorge, Mount Hood, Washington Park Zoo,
the Portland Performing Arts Center, numerous gardens, the Yamhill Historic
District, Riverplace, and a variety of shopping experiences including the
Yamhill Marketplace, the Galleria, Pioneer Place and numerous regional shopping
malls. The new Rose Garden Arena is a state-of-the-art facility that is host for
the NBA Portland Trailblazers and hosts a variety of conventions, concerts, and
sporting events.

Portland is home to the Trailblazers, an NBA basketball team, as well as
professional baseball and hockey teams. There is horse and dog racing in the
immediate area. An excellent system of parks and recreational areas along with
nineteen golf courses and six private country clubs are found throughout the
city. Other civic activities include a symphony and opera company, many museums,
including the Oregon Museum of Science and Industry (OMSI), the coliseum and the
civic stadium.

The retail market in Portland is well represented by several regional shopping
malls, a vital downtown area, and miscellaneous neighborhood retail centers.
Among the more prominent are the Clackamas Town Center with nearly 1,250,000
square feet, the Vancouver mall in Washington, the Washington Square regional
shopping center with 1,200,000 square feet, the Lloyd Center Shopping mall
centered around an ice skating rink, the Clackamas Promenade and Jantzen Beach
shopping center. Downtown Portland has over 1,250,000 square feet of space and
is home to major chains such as Meier & Frank, Nordstrom's, and Saks Fifth
Avenue.

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10830 SW Greenburg Road, Tigard, OR


REGIONAL OVERVIEW (continued)


Portland's location across the border from Washington and its lack of a sales
tax enhances its position in the retail market. Many shoppers are drawn to the
area from nearby Washington, which has helped to establish Portland as the
retail capital of the Pacific Northwest. Although the Portland area ranks 41st
in population, it is in 23rd position in retail sales.

Between 1985 and 1990, the number of events and delegates attending conventions,
trade shows or events in Portland increased from 392 events and 241,000
visitors, to 420 events and 317,000 visitors. This equates to an average annual
growth in delegates to conventions of 5.6 percent. The completion in 1990 of the
Oregon Convention Center has greatly enhanced the convention market in Portland.
The convention facility features 150,000 square feet of contiguous exhibit
space, a 25,000 square foot ballroom, and 28 rooms totaling approximately 30,000
square feet of meeting space.

The Portland International Airport region continues to show vigorous growth and
expansion of hotel/motel industries and restaurants. Many major hotel chains
have recently built, or are in the process of building, new facilities. Some of
these include, Embassy Suites, Fairfield Inn, Courtyard by Marriot, Holiday Inn
Express, Hampton Inn, and Comfort Suites.

The Pacific Northwest is highly regarded by national and international visitors
for it's excellent outdoor recreation. The Oregon Coast is approximately 60
miles west of Portland. Mr. Hood, with top-rated skiing facilities, is just east
of the city. Other skiing facilities are within easy access of Portland and
include Mt. Bachelor in Bend, and Hoodoo at the Santiam Pass. The Cascade
Mountains, the Coastal Range, the high desert area of Bend, the Columbia Gorge
all offer scenic vacationing and a full range of recreational activities. All of
these areas are within a few hours of Portland.

SUMMARY

The Portland Metropolitan Statistical Area is a well-located, major metropolitan
area. It has a diverse economic base and is considered to be the primary
transportation hub of the Pacific Northwest. The area enjoys a year-around mild
climate and is viewed as an attractive place to live. The predicted pattern of
growth will likely remain similar to past growth rates. A steady but reasonable
growth in population is foreseen.

The economic base of the PMSA is solid and will likely continue to out-perform
the national economy. The construction industry is very active with employment
higher than last year. Oregon continues to ride high compared to the national
trend in new home construction. The last 3 years have shown continual and steady
growth. Non-residential projects are even stronger than residential. The state
is expected to operate in 1995 at comparable levels due to the in-migration of
population. The current lower interest rates for mortgages continues to make
housing affordable and the economy remains strong despite the downturn in other
sections of the nation.

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10830 SW Greenburg Road, Tigard, OR


REGIONAL OVERVIEW (continued)

Active construction levels, a diverse employment base, increasing personal
income levels and continued in-migration of population will all be a factor in a
continuing positive trend for the state economy. Property values should continue
to rise with a decline in vacancy rates expected. Tourism is expected to
continue to be a strong factor in the economy. Tourism increased for the state
by nearly 20% for the past three years and the future predictions are for
continued, but more moderate growth. The Portland International Airport
expansion and the completion of the Oregon Convention Center in 1990 and the
Rose Garden in 1995, have positively impacted the area.

Barring any unusual adverse economic conditions, the property under appraisement
is located in an area that will outperform national trends for the next several
years. The strong economy of the PMSA and excellent quality of life will
continue to draw people to the state both as tourists and residents.

Neighborhood Description

The Appraisal Institute defines a neighborhood as "a group of complementary land
uses"(2). A Neighborhood may be more specifically defined as "a portion of a
larger community, or an entire community, in which there is a homogeneous
grouping of inhabitants, buildings or business enterprises."(3) "...neighborhood
boundaries may consist of well defined natural or manmade barriers or they may
be more or less well defined by a distinct change in land use..."(3)

The subject neighborhood is located in the city of Tigard, on the east side of
Greenburg Road, one lot south of the intersection with SW Shady Lane. It is
located approximately 15 miles southwest of downtown Portland. Access to Tigard
from north/southbound Interstate 5 is via Highway 217, a northwest/southeast
state highway. Greenburg Road is approximately 2 miles northwest of the I-5 &
Highway 217 interchange. Greenburg Road is the major exit off of Highway 217 to
enter the regional Washington Square Shopping Mall to the east and the subject
property to the west of the highway. The surrounding neighborhood is dedicated
primarily to commercial uses. These include several restaurants, gas stations,
and convenience stores.

The Washington Square Shopping mall is a regional shopping mall used by all of
the Portland area as well as Vancouver, Washington to the north, and the cities
of the Willamette Valley to the south. The Mall contains major retail chains
such as Nordstroms, Meier and Frank, Sears and all the accompanying smaller
chains typical of a regional mall. It is east of the subject within walking
distance.

- ----------
(3) The Appraisal of Real Estate; 10th Edition, The Appraisal Institute; 1992


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Neighborhood Description (continued)

The subject neighborhood is well located in terms of access to local shopping,
restaurants and other support facilities. The neighborhood is approximately 90%
built-up. It has been developed over the past 15-20 years with various
commercial uses, some light industrial uses, as well as residential uses in the
interior areas. Highway 217 provides regional access to the neighborhood,
linking with Interstate 5 and Highway 26 (Sunset Highway) to the northwest.

This transportation artery has provided transient linkage, as well as access to
developing shopping areas, offices, and support facilities within the
neighborhood. This corridor is the site of destination shopping facilities,
meeting facilities and other consumer draws. These include Washington Square,
Lincoln Center, Greenwood Inn and Convention Center, Beaverton Towne Square as
well as other major retailers and office developments. This is considered to be
a positive factor which will tend to stabilize and strengthen the neighborhood.
It is estimated that the growth of this neighborhood will also result in the
development of various required commercial service facilities, such as overnight
accommodations, restaurants and similar uses.

There are no adverse influences noted. The subject property is located within a
prime residential/commercial district of the Beaverton/Tigard area. This
neighborhood can be expected to provide a stable environment for most types of
real estate investment.



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10830 SW Greenburg Road, Tigard, OR



                                Neighborhood Map



                               [GRAPHIC OMITTED]





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                             Hotel Industry Overview

Shilo Inns Company is in the competitive limited-service hotel market. According
to Trends in the Hotel Industry, 1996, this segment of the lodging industry saw
a proliferation of new properties in the mid-1980s. It was seen as a favorable
segment with guest rooms that are frequently superior to full-service hotel
rooms at one-half to two-thirds the rate. For hotel managers the properties are
simple to operate and for ownership and lenders, they provide higher profit
margins and lower risk. The limited service hotel segment appears to have
matured and is lagging the industry as a whole but have still achieved in 1995
an aggregate occupancy of 70 percent and average room rates increased 5.9
percent and 41.8 percent average operating profit. Its market demand is reported
at 51.4 percent tourist and 45.8 percent business with the balance allocated to
conventions and conferences.

Shilo Inns typically provides an example of a good limited service hotel
property. Their hotels typically have clean and modern properties with good
access, exposure and on-site parking. The interiors typically contain a
comfortable lobby with check-in counter, one or more meeting rooms, fitness
center, swimming pool, spa, as well as satellite TV, airport shuttle service and
free daily newspapers. Major competitors to the Shilo Inn chain in its market
place include Holiday Inn Express, Comfort Suites, Phoenix Inns, Radisson,
Ramada and some Best Western franchises. The Residence Inns and Marriott
Courtyards cater to a higher priced market sector and are above the subject
segment.

The national limited-service hotel market is experiencing steady growth after
several years of sluggish economic conditions. Overall, market conditions are
continuing to improve, occupancies are higher, concessions are decreasing, and
revenues are beginning to rise. Gross Domestic Product, often an indicator of
travel patterns, is projected to grow at 2.5 percent to 3.0 percent in 1996.
Hotel occupancy for the nation is expected to rise to 71.2 percent, while the
average daily rate is anticipated to grow to $88.10. In general, modest but
stable growth and little inflation are likely to characterize the regional
economy in 1996 and 1997. The following table shows a summary of the US Lodging
Industry's 1995 Regional Performance:

<TABLE>
<CAPTION>

**TABLE HEADS NOT LEGIBLE ON FAX**
             ------------------ --------------------------------- -------------------------------------
                                                                                                       
             ------------------ --------------------------------- -------------------------------------
                                    1995         1994   Variance      1995        1994      Variance
                                    ----         ----   --------      ----        ----      --------
             <S>                    <C>        <C>       <C>        <C>        <C>           <C>
                New England         74.3%t     72.0%     3.2%       $131.90    $125.23       5.3%
                Mid Atlantic
               North Central        69.6%      68.6%t    1.3%         82.59      79.41       4.0%
               South Atlantic       70.1%      68.2%t    2.8%         80.51      77.88       3.4%
               South Central        68.7%      67.7%t    1.5%         68.39      65.61       4.2%
             Mountain/ Pacific      71.4%      70.1%     1.7%         87.69      83.70       4.8%
                 Nationwide         70.6%      69.2%     2.0%       $ 85.92    $ 82.21       4.5%
             ------------------- ------------ -------- ------------ ---------- ----------- ------------
</TABLE>

Note: Average property size = 210 rooms                  Source: PKF Consulting


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Hotel Industry Overview (continued)

Investors are seeking limited-service hotels with upside potential in many
regions of the country, including the Mountain and Pacific Regions, which
encompasses the states west of the Continental Divide. 1996 and 1997 are
forecast to have an annual average demand growth rate of 3.6 percent to 3.8
percent and RevPAR (room revenue per available room) growth of 5.2 percent to
7.3 percent according to the April 1995 issue of Coopers & Lybrand's Hospitality
Directions. Further, this region outstripped the rest of the country in Rooms
Demand with a 3.7 percent average percent change and a modest supply increase of
only 1.6 percent as shown in the table below.

<TABLE>
<CAPTION>
                    ----------------------------- ------------------------ -----------------------
                                                       Rooms Demand             Rooms Supplied
                                                      Average percent           Average percent
                                                          Change                   Change
                    ----------------------------- ------------------------ -----------------------
                    <S>                                    <C>                      <C>
                    New England                            2.5%                     1.2%
                    South/Middle Atlantic                  3.1%                     1.4%
                    East South/North Central               3.4%                     1.6%
                    WestSouth/North Central                3.2%                     1.3%
                    Mountain                               3.7%                     1.6%
                    Pacific                                2.8%                     2.8%
                    ----------------------------- ------------------------ -----------------------
</TABLE>


Investors cite improving operating results, a limited new full-service supply,
and the relative scarcity of new development financing as influencing factors
underlying the strong interest in this segment. In fact, many investors have
stated that full-service hotels are considered the best hotel investment
opportunity for 1996. In late 1995, investors were purchasing limited-service
hotels at 70 percent of replacement cost; however, the inventory of quality
full-service hotels is dwindling and competition is increasing. One of the more
desirable acquisition targets is re-flagging a property in a major hotel chain
that commands immediate brand name recognition and offers strong reservation and
marketing systems.

New construction activity is expected to surge as investors target secondary and
tertiary locations where an aging room supply exists and many operators are
unwilling or unable to invest in room modernization. New construction between
1995 and 1997 is expected to be 40 percent higher than 1990 to 1993. Supply
growth will edge up approximately 1.5 percent in 1996 and 1997, but is still
below the 2.4 percent average growth rate that prevailed in the 1970s.

Renovation costs are a significant consideration in hotel investors'
determination of price/value and return requirements. The majority of market
participants anticipate that soft goods refurbishment be completed every five to
seven years and a total refurbishment be completed every 10 years. In factoring
these costs into price/value, investors typically attempt to discount them from
the price/value; however, they are not always successful. An investor who
intends to purchase a property, upgrade and reposition it will forecast higher
renovation and property improvement costs than one who is not seeking to
"reflag" the property. Thus, the first investor of an older property has less
room for negotiation.



- ----------                                                       29

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


Hotel Industry Overview (continued)

Investors continue to base pricing on historical 12-months cash flow and are
less willing to pay for any upside potential. Nearly 58 percent of participants
in a recent Coopers & Lybrand's poll reported that they capitalize their prior
12 months income.

Investors also prefer fee simple purchases to ground leases; however, in high
density locations such as the central business district or airport areas, ground
leases are generally in-place. Almost all investors look at the potential of
buying out the lease or renegotiating the terms. Leases tend to be calculated on
either a fixed payment or a percentage of revenue basis, with investors shying
away from percentage payments.

The following table shows a summary of major hotel transactions. The survey was
conducted by Hospitality Associates and covers the years 1991 to 1995. There is
a clear trend showing both increased activity and prices paid since 1992 when,
many believe, the market bottomed out for hotel sales.

<TABLE>
<CAPTION>
                  --------- --------------------------- -------------------- --------------------------------
                    Year           Number of                Number of          Average Price Per Room
                                                              Rooms
                  --------- --------------------------- -------------------- --------------------------------
                    <S>                <C>                    <C>                        <C>
                    1995               107                    38,135                     $83,000
                    1994                83                    30,452                      76,000
                    1993                40                    15,825                      74,000
                    1992                41                    17,219                      63,000
                    1991                52                    15,806                      87,000
                  --------- -------------------------- --------------------- --------------------------------
</TABLE>

While financing has been constrained in past years, debt financing sources have
begun to ease credit terms and Wall Street firms and institutional money sources
are targeting hotel investments. Lenders who are active in hotel debt financing
include insurance companies, banking institutions, and finance/credit companies
such as Finova Capital Corporation, Heller Financial, and GE Capital
Corporation. Publicly traded companies such as Host Marriott, Prime Motor Inns,
and Felcor Suite Hotels are aggressively pursuing acquisitions. Many lenders are
offering secondary financing above 80 percent loan to value ratios. REITs are
becoming aggressive in purchasing hotels. This is especially true of Patriot
American Hospitality, Inc., the largest REIT, which filed an initial public
offering (IPO) with the SEC in late September 1995 and raised more than $350
million.

As a result of increased financing availability, investors have benefited by
more favorable long-term financing. For instance, the first quarter 1995,
American Council of Life Insurance Companies` (ACLI) average interest rate was
9.41 percent. Typically loans are indexed to the prime rate, treasury rate or
LIBOR. The range of loan amortization is from 15 to 25 years with 20 years being
average. A typical loan-to-value ratio is 50 percent to 75 percent with the
average reported at 63 percent. Debt-coverage-ratios have ranged between 1.25
percent to 1.50 percent with 1.40 percent being average.



- ----------                                                            30

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


Hotel Industry Overview (continued)

Full-service hotels are considered most vulnerable to new competition,
particularly from newly built, limited-service chain hotels. In addition, they
suffer from operating deficiencies, including high property operation and
maintenance costs, utility expenses, and upgrading, which erode profitability.
Because it is likely that new construction funds will increase the competitive
supply of both limited and full service hotel rooms by late 1996 and 1997,
owners of older properties are advised to reinvest in the physical plant to
cement guest loyalty. Owners are now beginning to realize that historical
reserve funding levels, typically between 3 percent to 4 percent of total
revenues, are insufficient to fund necessary capital improvements over the life
of a property. Actual capital expenditures for well-maintained properties often
exceed 7 percent of total revenue.

Job growth, the most important indicator of sustained demand for real estate,
continues to substantially trail general economic growth. In fact, many are
calling our current economy a "jobless recovery." No immediate acceleration is
anticipated, due to factors such as improved productivity in many industries and
overall caution on the part of employers.

As stated, it is likely that additional sources of capital will provide
opportunities. Further, many market participants believe that rising inflation
with have a positive net effect on earnings as room revenue is expected to
out-strip increases in operating costs. Trade agreements such as GATT should
have a positive effect on the hotel industry, and the advent of low-cost
airlines will promote more travel and higher occupancies.

New ideas, especially new ideas in technology, continue to be one of the
industries in which the US is remaining competitive in global markets. As the US
achieves a higher level of technology, the hospitality industry has the
opportunity to implement this technology in areas where guests need it most:
checking into the hotel, and communications. Adopting new technology is an
opportunity for hotels to remain competitive and maintain and expand their
customer base. For instance, AT&T's telecommunication package, "Guest Works,"
improves call-processing, accounting and provides specialized voice messaging
through a server.

Selling expenses typically range from 2.5 percent to 5.0 percent of the total
purchase price. According to a national hotel/motel brokerage firm located in
Southern California, the marketing period for limited-service hotels ranges from
3.0 to 12.0 months with an average of 9.0 months. An average 90-day closing
period is typical (from the time a hotel is put under contract to closing).

The early 1990s have been cruel to the hospitality industry, but Shilo Inns has
gone against the grain.(4) Big national chains have been fighting to keep
troubled properties. Many retreated from hotel ownership to seek a relatively
safe haven as hotel management companies. Small independent operators, seeking
security in numbers, flocked to join national franchises.

- ----------
(4) "Portland Business Journal,"  May 31, 1993, Vol. 10, No. 14,  p. 13.


- ----------                                                            31

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


Hotel Industry Overview (continued)

The Shilo Inn capitalized on its regional identity and superior reputation to
make gains in its market areas. Mr. Mark Hemstreet, the owner and head of this
privately held company was quoted saying, "I'll take consistent management and a
good product any day over a good location. If guests are greeted with friendly
service and nice clean rooms, they'll come back to Shilo again and again." With
46 hotels and motels, Shilo has become a formidable chain in the West, owned by
just one person making it the 102nd largest lodging company in the world. The
company has about 2,000 employees in nine Western states. Shilo's "affordable
excellence" promotion strategy appears to have been successful in retaining its
core customer base. Shilo's size enables the company to not only get economies
of scale enabling its successful advertising and referral network, but also it
eliminates the need to associate with a costly franchise.

Mr. Hemstreet's willingness to invest in what may be considered secondary
locations goes against the trend of national operators. This provided Shilo Inns
with a competitive advantage, bringing them to maturing markets ahead of the
competition and providing a regional network of lodging facilities to service
their loyal guest base. They appeal to business travelers and tourists alike.
Further, Shilo Inns has continued to invest in renovation and upgrade of older
properties and has superior maintenance and replacements programs. Shilo Inns
has an effective company credo: to deliver consistently high standards from
friendly, efficient, and dedicated employees; and to provide clean, comfortable
and affordable accommodations.(5)

In general, we can conclude that the hotel industry is experiencing the best
growth since the trough of 1992. Increases in occupancies, average daily room
rates, and profitability has been reported throughout the industry in all market
segments. The following chart and accompanying table shows five key indications:

  o   Average Daily Rate Change Rate
  o   Operating Expense Change Rate
  o   Free & Clear Equity Capitalization Rate
  o   Residual Capitalization Rate
  o   Free & Clear Equity Internal Rate of Return


- ----------
(5) "Oregon Business," October, 1993, Vol. 16, No. 10, p. 32.


- ----------                                                             32

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


Hotel Industry Overview (continued)


                       National Full-Service Hotel Market
           From Coopers & Lybrand L.L.P. -- "Hospitality Directions"


                               [GRAPHIC OMITTED]


<TABLE>
<CAPTION>
           4th Qtr, '93  1st Qtr, '94 2nd Qtr,'94  3rd Qtr,'94 4th Qtr, '94 1st Qtr, '95 2nd Qtr, '95 3rd Qtr, '94 4th Qtr, '95
- -------------------------------------------------------------------------------------------------------------------------------
<S>           <C>           <C>          <C>          <C>         <C>          <C>          <C>          <C>          <C>     
ADR Chan      0. 278        0.0329       0.0315       0.0322      0.035        0.037        0.383        0.0391       0.0417  
- -------------------------------------------------------------------------------------------------------------------------------
Op. Exp. C    0.0344        0.0363       0.0354       0.0336      0.0355       0.0352       0.0345       0.0351       0.0348  
- -------------------------------------------------------------------------------------------------------------------------------
Equity Cap    0.1143        0.1148       0.115        0.1127      0.0992       0.1073       0.1088       0.109        0.1065  
- -------------------------------------------------------------------------------------------------------------------------------
Residual C    0.1189        0.1148       0.115        0.114       0.1014       0.1086       0.1088       0.1078       0.1067  
- -------------------------------------------------------------------------------------------------------------------------------
Equity IRR    0.1505        0.1533       0.155        0.1575      0.1567       0.1523       0.1475       0.1496       0.1505  
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>


o  Average Daily Rate Change Rate

This rate expresses the percentage change in the Average Daily Room Rate. Like
the capitalization rate change, there is a clear trend expressed by the ADRs. In
this case, the trend shows a steady increase in rates. Every quarter since the
2nd Quarter, 1994 has shown incremental increases with an average quarterly
increase of 3.64 percent.

o  Operating Expense Change Rate

Operating Expenses as a percent of revenues have stayed relatively flat or
stable at about 3.5 percent. This indicates that there are economies of scale in
larger revenues since operating expenses can be limited to a stable proportion
of revenues.


- ----------                                                            33

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


Hotel Industry Overview (continued)

  o  Free & Clear Equity Capitalization Rate

In contrast to the stability of the IRR, the Equity Capitalization rate (i.e.,
overall rate) is showing evidence of decline. A declining capitalization rate
indicates that investors are willing to accept a lower return from their
investment. It has been shown in the above narrative that sales have been
increasing. More purchasers in the market-place means more competition for a
finite supply, thus prices are increasing and investors must be willing to
accept a lesser capitalization rate. This type of trend encourages new
construction which, depending upon the extent of the construction, may stabilize
or even reverse the capitalization rate trend. It is not a given, however, that
occupancies and room rates will continue to increase. Based on available
information, it appears that the favorable trend will continue into 1997 and,
perhaps, beyond.

  o  Residual Capitalization Rate

As would be expected, residual capitalization rates have declined consistent
with equity (or overall) capitalization rates

Summary

A dramatic strengthening of industry profits may be expected for 1996 and 1997
given the Coopers & Lybrand forecast. Major contributing factors include healthy
revenue expansion, modest increases in major expenses, continued productivity
gains, and below-average supply growth. Profits per available room are projected
to rise to $2,900 in 1996, and $3,500 in 1997.

There is a significant need to maintain and modernize older full-service hotels.
Shilo Inns has made a commitment to maintaining high-quality, attractive hotels.
Shilo has taken a "saturation" approach to expansion by locating throughout the
Pacific Northwest. Although not a franchise, the Shilo Inns name is recognizable
and has a loyal following. The Shilo Inn name is certainly beneficial in this
region and probably largely responsible for the success of the
off-the-beaten-path locations. Because Shilo is privately owned and Mark S.
Hemstreet is truly an industry insider, it is likely that Shilo Inns are better
managed due to his oversight.

Overall economic trends are positive in the Pacific Northwest and surrounding
regions. This is contributing to the growth in the lodging industry and these
trends appear to be sustainable through the few years. New additions of supply
are expected to provide stiff competition to existing properties and much of
this is coming from Holiday Inn Express and some Comfort Suites. However, Shilo
Inns typically have one of the best locations in its local market areas and with
their efficient management and continuos maintenance programs they should be
able to maintain their market share, if not increase it at he expense of less
competitive properties. Clearly, the trend in the limited service lodging
industry continues to be towards "suite" properties. Shilo Inns has many such
properties and generally provide good size rooms with market desired amenities
at an affordable price. Given the positive economic trends in the many of the
markets Shilo Inns is located, central reservation system, large guest following
and solid management structure with efficiencies in purchasing and marketing it
is reasonable to conclude that the Shilo Inns will continue to be a successful
chain with a positive outlook for the foreseeable future.


- ----------                                                            34

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                                SITE DESCRIPTION

As shown on the plat map to follow, the subject site is an irregular shaped lot,
located on the east side of SW Greenburg Road. It is one lot south of the
intersection of Greenburg Road and SW Shady Lane. The land area, according to
the Washington County Assessor's office, is 51,836 square feet, or 1.19 acres.
The site has approximately 294 lineal feet of frontage along Greenburg Road. The
site is less than two blocks southwest of State Highway 217. The site has direct
access from Greenburg Road.

Visibility and Access

The subject site has limited exposure to both northbound and southbound
travelers along Highway 217 due to the presence of commercial development which
obscures visibility of the property. However, signage along the highway, coupled
with a large exterior pole sign on site, minimizes this problem. Exposure of the
site from SW Greenburg Road is very good. Access to the subject site for both
northbound and southbound travelers along Highway 217 is relatively easy.
Travelers exit the highway at Greenburg Road and proceed in a southwesterly
direction for approximately one-half to one block. Entrance to the site is via a
left turn from Greenburg Road.

Off-Site Improvements

SW Greenburg Road is approximately a 60 foot, asphaltic paved collector street
in front of the subject property. This road widens to four lanes just north of
the subject. There is a center, left turn lane and a traffic signal at the
entrance to the motel. It is a city maintained collector road constructed with
asphaltic surface, steel reinforced, poured-in-place concrete sidewalks, curbs,
gutters and approach aprons. Overhead street lighting is maintained by the city
of Tigard.

Topography and Drainage

The terrain of the subject property is level and at street grade. There are no
obvious physical problems in the topography of the site which would adversely
affect its present use.

Surrounding Uses

The subject site is located in a commercial district in close proximity to
shopping, numerous restaurants and major regional transportation systems. A
transitional residential use is located to the south. To the north is located a
store/office building and to the east is a good quality office building. Across
SW Greenburg Road is located a BP Station and convenience store and a 7 Eleven.
A strip center is located further west. Washington Square is located
approximately one block to the north, across Highway 217. Surrounding uses are
complimentary.


- ----------                                                            35

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


SITE DESCRIPTION (continued)

Zoning

The subject site is zoned CG, (Commercial General) by the City of Tigard. This
is a general commercial zone which allows retail, office, service uses,
hotel/motel and associated uses. Based on a review of the applicable codes, the
subject motel appears to conform to current code requirements.

Soils

No soils report was provided to the appraisers. We have inspected the building
interior corridors, ground floor slab areas, parking lots, and surrounding
parcels for evidence of subsidence, heaving or separation cracking. None of
these effects was evident from our inspections. Therefore, it is assumed that
the subject soils and subsoils have adequate load-bearing capacity to support
the existing improvements, although this opinion is in no way to be construed as
having the weight of a professional engineer's opinion. Such matters are clearly
beyond the expertise of the appraiser to determine and beyond the scope of this
appraisal assignment. If a conclusive opinion is required, the services of a
properly licensed professional engineer should be retained.

Environmenal Hazards

We have inspected the building interior corridors, ground floor slab areas,
parking lots, and surrounding parcels for evidence of the presence of potential
environmental hazards. No suspicious containers, drums, discarded materials,
stressed vegetation, surface soil discoloration or evidence of seepage was found
by us. Therefore, it is assumed that the subject is not adversely impacted by
the presence of these hazards, although this opinion is in no way to be
construed as having the weight of a professional engineer's opinion. Such
matters are clearly beyond the expertise of the appraiser to determine and
beyond the scope of this appraisal assignment. If a conclusive opinion is
required the services of a properly licensed professional engineer should be
retained.


- ----------                                                            36

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


SITE DESCRIPTION (continued)

Seismic

The subject site is NOT LOCATED within a Seismic Special Study Zone. The 1994
Uniform Building Code (UBC) identifies the region as a Zone 2B risk area, which
is characterized as having low to moderate seismicity and moderate seismic
engineering requirements.

Utilities

All utilities necessary for the operation of the hotel are in place and are
presumed to be of adequate capacity. Water, sewer, and storm drain services are
provided by the City of Tigard. Portland General Electric, Northwest Natural Gas
and U.S. West Communications all serve this area.

Easements, Restrictions, CC&Rs, Adverse Encumbrances

The property is subject to municipal easements to allow normal installation and
maintenance of utilities. We are aware of no easements or covenants which would
adversely affect the value of the property in its current use.

Assessment and Taxes
According to the Washington County Assessor, the subject assessments and
property taxes for the current tax year are summarized as follows:

Tax Account:               1S 13 5BD 01300 - Parcel R0272939
- ------------
                           Land:                $  307,910
                           Improvement:         $1,728,120
                                                 ---------
                           Total:               $2,036,030

                           Taxes:               $28,277.20

A review of the local taxing authority, all taxes are current and paid. The tax
assessment and tax rate is typical for commercial properties in this area. A
sale of the subject property does automatically trigger a reassesssment.



- ----------                                                            37

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


SITE DESCRIPTION (continued)

Ground Lease Summary

The site is leased from G.V. Miller, C.G. Potter, J.E. Boatwright and Robert M.
Schaefer, dba West Coast Service Company. They leased the land to William
Brenner and Chi Tsung Pon, et al, on January 31, 1984 for a period of 30 years
plus options for two additional 10 year terms that extends the possible
leasehold until 2034. The lessees assigned their interest to Mark Hemstreet in
November 1984. The following is a summary of the ground lease terms. The ground
lease document is located in the addenda.

Lessor:                          Miller, Boatwright and Schaefer
Lessee:(assignment)              Mark S. Hemstreet
Termination:                     December 31, 2014
Extensions:                      2 - 10 year terms
Current Rent:                    $51,848 per year, adjusted annually at 5%
Expenses:                        Triple net, all expenses paid by the lessee

Conclusion

The subject site is located on an interior site with good access to Highway 217,
Washington Square and area services. It is well landscaped and conveniently
accessed from Greenburg Road at a signalized intersection.

After careful consideration of the foregoing factors, the appraiser believes
that the subject site is well adapted to its current use as a hotel/motel site.
The majority of the subject site is developed with the Shilo Inn motel with
adequate off-street parking. There is no excess land available for future
expansion on the subject premises. The site has been developed in an efficient
manner and shows no signs of functional obsolescence. We further conclude that
it is located within a strong commercial area attracting some transient
travelers, but primarily business travelers and commercial accounts. There are
no apparent adverse easements or encroachments noted.


- ----------                                                            38

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                                    PLAT MAP



                               [GRAPHIC OMITTED]



- ----------                                                            39

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                             IMPROVEMENT DESCRIPTION
Structures

The subject consists of a four-story motel building, which contains 77 guest
rooms, meeting room, spa, sauna, steam room, and housekeeping rooms. The gross
building area is approximately 29,952 square feet. It is served by a central
elevator. There is a main entrance lobby with registration desk, breakfast/guest
lobby with television, offices and manager's unit.

The building is constructed with wood framing above a concrete foundation.
Interior walls are gypsum board. The roof cover is built-up composition with a
concrete tile mansard and windows are primarily double pane. Heating and cooling
are provided by individually-controlled through-wall package units in the guest
rooms, and by a central heat pump serving the lobby and other common areas. The
elevator is a 4-stop, 2000 pound capacity Otis hydraulic unit.

The guest rooms of the motel are classified into five room types with varying
views and configurations. The breakdown of guest units is shown in the following
table.

Please note that these square foot numbers are approximations made by the
Appraiser from field measurements. On the pages following the Improvement
Description discussion are representative Site Plans of the subject. These are
general representations and are not completely to scale nor are they completely
accurate as to the existing physical conditions. The major building components
for the buildings are described as follows:

Size                                   77 Rooms

Room Type:                             46 Single Queen     206 square feet
                                       13 Double Queen     279 square feet
                                       10 King             279 square feet
                                        6 King w/kitchen   416 square feet
                                        2 Triple Queen     388 square feet

Net Room Area:                         19,165 square feet

Meeting Rooms:                         One

Recreational Facilitates:              Sauna, Steam Room, Spa

Gross Building Area:                   29,952 Sq.Ft.

Average Room Size:                     249 sq. ft. gross (average net room area)

No of Stories:                         Four

Parking:                               72 spaces


- ----------                                                            40

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


IMPROVEMENT DESCRIPTION (Continued)

Year Built:                1984

Foundation:                Reinforced concrete footings

Floor Structure:           Slab on grade and wood subfloor system on upper level

Exterior Walls:            Exterior lap siding with decorative slump stone 
                           veneer

Roof Structure:            Wood deck with built-up composition - concrete tile 
                           mansard

Interior Construction:     Wood frame partitions with painted drywall cover,  
                           carpet, ceramic and vinyl tile floor coverings, 
                           incandescent and fluorescent lighting.

Lobby:                     Carpeted floor covering, front desk, guest seating 
                           area, decorative furnishings, and business office.

Guest Rooms:               Painted and papered drywall walls and ceiling, 
                           carpet in guest room aluminum windows

Elevators:                 Four-stop 2000 pound Otis elevator.

Stairwells:                Two interior stairwells

HVAC:                      Individual wall mounted package HVAC with temperature
                           control. Central system for common areas and lobby

Fire Protection:           Smoke detectors in each room, fire extinguishers

Site Improvements:

The site improvements include asphalt paved driveway and parking areas. There
are prominent signs providing good visibility and access to the site. There is a
covered driveway at the main building entry to the registration lobby. The
parking lot is paved, striped with good perimeter landscaping. The landscaping
is irrigated and there is exterior lighting. Site improvements are well
maintained and adequate.

Remarks

The improvements are in good condition and are well maintained. They are well
designed and functional in layout with good utility and guest appeal. The
physical condition of the subject improvements is good overall.


- ----------                                                                 41

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


IMPROVEMENT DESCRIPTION (Continued)

Depreciation

The physical age of the subject property is approximately 12 years and it is in
good condition, superior for its age. According to building industry sources the
expected life of similar improvements is 50 years. Based on our analysis it is
estimated that the subject has an effective age of 10 years and a remaining
useful life of 40 years.

Functional Features

The subject complex is well designed for motel use. The improvements are of
average to good quality and good condition. The layout of the improvements and
room size are appealing and considered adequate within its market place. The
improvements do not exhibit any significant functional obsolescence.

Furniture, Fixtures & Equipment

The guest rooms are furnished with typical modern furnishings which include bed,
side tables, dresser, chair, table, television and telephone. They include all
the furnishings, linens and supplies, cleaning and house keeping equipment,
business office and front desk equipment, furnishings and related personal
items. We have estimated these personal property items at a depreciated
replacement value of $2,500 per room, or $192,500.


- ----------                                                            42

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                                    Site Plan



                               [GRAPHIC OMITTED]



- ----------                                                            43

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                                   Floor Plan



[GRAPHIC OMITTED]



- ----------                                                            44

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                                   Floor Plan



                               [GRAPHIC OMITTED]



- ----------                                                            45

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                          HIGHEST AND BEST USE ANALYSIS

The Appraisal Institute defines highest and best use as follows:

         "The most profitable likely use to which a property can be put. The
         opinion of such use may be based on the highest and most profitable
         continuous use to which the property is adapted and needed, or likely
         to be in demand in the reasonably near future. However, elements
         affecting value that depend on events or a combination of occurrences
         that, although in the realm of possibility, are not fairly shown to be
         reasonably probable, should be excluded from consideration. Also, if
         the intended use is dependent on a uncertain act of another person, the
         intention cannot be considered.

         "That use to which the land may reasonably be expected to produce the
         greatest net return to land over a given period of time. That legal use
         which will yield to land the highest present value. Sometimes called
         'optimum use.'"

In estimating highest and best use, there are essentially four stages of
analysis:

              1.  Possible Use. What uses of the site in question are physically
                  possible?

              2.  Permissible Use (legal). What uses are permissible by zoning
                  and deed restrictions on the site in question?

              3.  Feasible Use. Which possible and permissible uses will produce
                  a net return to the owner of the site?

              4.  Maximally Productive Use. Among the feasible uses, which use
                  will produce the highest net return or the highest present
                  worth?

The highest and best use of the land (or site) if vacant and available for use
may be different from the highest and best use of the improved property. This is
true when the improvements are not an appropriate use, but it makes a
contribution to the total property value in excess of the value of the site.

The following tests must be met in estimating the highest and best use. The use
must be legal; the use must be probable, not speculative of conjectural; there
must be a profitable demand for such use; and it must return to the land the
highest net return for the longest period of time. These tests have been applied
to the vacant property. In arriving at the estimate of highest and best use, the
subject site was analyzed as vacant and available for development.



- ----------                                                            46

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


HIGHEST AND BEST USE ANALYSIS (continued)

As Vacant

Possible Use. The first constraint is the constraint dictated by the physical
characteristics of the site. The size and location within a block have a
determining effect on the site's value. In general, larger sites and corner
locations enable a developer to achieve economies of scale and allow flexibility
in building design.

The subject site is a large interior parcel with access from SW Greenburg Road.
It is irregular in shape and at street grade. Its shape and location allows for
good functional utility. All utilities are available to the site. The frontage
is ample and allows one curb cut from SW Greenburg Road, with access enhanced by
a left turn lane and a traffic signal. Therefore, the physical aspects of the
site would not eliminate certain commercial uses which require high traffic,
such as fast food and service stations. Restaurants, office buildings and
hotel/motel facilities are the most likely use due to access and visibility.

Permissible Uses. Two types of legal restrictions apply to the subject property:
private restrictions (deed restriction easements) and public restrictions
(namely, zoning). The existing utility easements are of no consequence to the
development of the site.

The subject is zoned CG (General Commercial) by the City of Tigard. Generally,
this zoning designation allows for a variety of commercial retail, office and
similar uses. This designation does not allow for residential or industrial
uses.

Feasible Uses. The property is most usable for commercial development due to its
surrounding uses and location. There is sufficient demand for commercial
properties similar to the subject as demonstrated by the occupancy and income
levels of surrounding properties.

Maximally Productive Uses. Of the permitted uses, a commercial use, such as
restaurant, hotel/motel or other commercial use. The proximity of Highway 217,
surrounding and nearby commercial developments, including the regional
Washington Square shopping mall, provides economic strength to a wide variety of
commercial uses. Therefore the highest and best use of the site, as vacant, is
for commercial development.

As Improved

The subject property is improved with a 77-unit motel. This use has been
continuous for the past twelve years. In view of the physically possible,
legally permissible and financially feasible uses of the site, the existing use
is considered to represent the highest and best use of the site. The property
will be analyzed based upon this highest and best use premise.



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James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                                    VALUATION

There are three approaches to value which will be employed in the analysis: the
Cost Approach including land valuation and construction cost analysis; Direct
Sales Comparison Approach evaluating sales of similar properties; and an Income
Approach based upon the property operating at stabilized income levels.

Cost Approach

In the appraisal process, the Cost Approach requires an analysis of sales of
similar parcels of land to arrive an estimate of market value for the subject
site in fee. The ground lease was analyzed for its terms and conditions and a
discounted cash flow was performed based on the projected income stream from
ground lease payments and reversion, to arrive at an estimate of the leased fee
estate in the ground. This was deducted from the fee value to arrive at the
leasehold estate in the site which was used in the Cost Approach. An estimate is
then made as to the cost to replace the subject's improvements at today's costs
using reliable sources of cost data. Depreciation or obsolescence from all
causes is estimated based on the experiences of similar properties. Depreciation
is then deducted from the replacement costs as new to arrive at the present
worth of the improvements and the leasehold interest in the site.

Market Approach  (Direct Comparison Approach)

This is an appraisal procedure in which the value estimate is predicated upon
prices paid in recent market transactions. Listings and offerings of property
may also be utilized in this analysis, however, the use of listings is limited
since the property has not met the full test of the market and usually tends to
set the upper limit of value. The leased fee estate in the ground was deducted
from the indicated fee value from the sales to arrive at the subject's leasehold
estate. The steps the appraiser follows in this approach are set forth below.

              1.  Seeks out similar properties for which pertinent sales,
                  listings, offerings and/or rental data are available.

              2.  Qualifies the price as to terms, motivating forces and bona
                  fide nature.

              3.  Compares each of the sale properties' important attributes
                  with the corresponding ones of the properties being appraised,
                  under the general division of time, location, income and
                  physical characteristics.

              4.  Considers all dissimilarities in terms of their probable
                  effect upon the sale price.

              5.  Formulates an opinion of the relative value of the property
                  being appraised as compared with the price of each similar
                  property.



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James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


VALUATION (Continued)

The units of comparison abstracted from the sales are the sales price per square
foot or unit and the overall rate of return. Each of these units of comparison
is discussed more fully below.

Sales Price per Square Foot or Unit

This is an expression of the total consideration divided by the particular unit
of comparison. Its chief advantage is that it is a direct comparison of the
price of the comparable to the property in question. Weighing of comparables may
be necessary due to differences of location, physical characteristics, market
conditions and terms of the sale transactions. It is most accurate when the
subject and the comparables are of similar character and the sales are of recent
vintage.

Overall Rate of Return

This rate is the direct relationship of the net operating income (before debt
service) and the sale price. The overall rate reflects both the return on the
investment and the return of the investment. This is a rate which is frequently
used by investors and appraisers because it is ascertainable from comparable
sales and can be applied directly to the estimated net operation income of the
property under appraisal. This unit of comparison is used in the Income
Approach.

Income Approach

The Income Approach is generally the most relevant approach in evaluating
investment type properties. This approach is predicated on the principle that
value is created by the expectation of benefits derived in the future. The
anticipated net income is converted to a present value by a direct
capitalization or the use of a discounted cash flow process.

Direct Capitalization

This process involves dividing the net operating income by a capitalization
rate. This rate reflects such factors as risk, time, interest on capital
investment, and recapture of the depreciating asset. This approach to value
encompasses the following:

1.   The estimation of current economic rent levels to establish annual
     potential gross revenues. Current economic rents are generally current
     market rents.

2.   The estimation of vacancy and collection loss allowances.

3.   The estimation of annual operating expenses, including the ground lease.

4.   The deduction from potential gross revenues of vacancy and collection loss
     and operating expenses, leaving the net operating income before debt
     service and depreciation.


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James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


VALUATION (Continued)

5.   Capitalization of the net operating income by the appropriate rate as
     abstracted from the market.

Discounted Cash Flow

A widely accepted view of value as of a given valuation date is the discounted
present worth of the anticipated future income reasonably expected to be
generated by an income producing property over a specific period of time. The
process by which future income receipts are converted to a present value is
termed discounting. Many different capitalization methods and techniques are
available to process anticipated future income into a present worth estimate.
The method used depends primarily on the characteristics of the forecast income
stream, the form of the appropriate rate of return or discount rate, and the
time period involved.

The two methods used in this analysis are capitalization in perpetuity
(utilizing an overall capitalization rate discussed above) and capitalization
for a finite period (discounted cash flow analysis). Capitalization in
perpetuity as used in the Income Approach assumes the income stream will
continue undiminished, indefinitely. The rate used to process this income
streams embodies the factors of time preference (opportunity costs), liquidity,
management burdens, and ownership risks. The appropriate rate is derived through
an analysis of sales of properties displaying similar investment opportunities
to the investor.

The discounted cash flow method is a rigidly defined mathematical relationship
between income streams, rates and timing. Processing an income stream by a
correct mathematical formula does not in itself produce a supportable market
value. As with other techniques of income capitalization, the discounted cash
flow analysis requires reliable market data on several critical points. If the
required market data information is not available, the appraiser is injecting
his judgment and opinion in using non-market data and the results are not
justifiable market value.


RECONCILIATION

The final step in the appraisal process is the reconciliation or correlation of
the value indicators. In the reconciliation, the relative applicability of each
of the approaches utilized is considered. Those approaches that are deemed most
appropriate to the particular appraisal question involved are weighed for the
accuracy and reliability of the data used in the analysis, and an opinion is
formed as to the market value of the subject property. The relative weight or
emphasis given to any of the approaches depends on the forces prevalent in the
market which act upon the subject property.


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James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                                  COST APPROACH

In this approach, it is assumed that a purchaser would consider producing a
substitute, competing property with the same utility as the subject. The net
cost to the rational, informed purchaser is the measure of value of the subject
property. The net cost includes construction costs (to the purchaser, not the
contractor or builder), financing costs, and all other costs incurred during the
construction period. Any depreciation or diminished utility is deducted from the
costs in order to arrive at a net contribution of the improvements in their
present condition to the total property value as of the valuation date. The site
is valued in fee, as if vacant and available to be put to its highest and best
use. The ground lease was analyzed for its terms and conditions and a discounted
cash flow was performed based on the projected income stream from ground lease
payments plus reversion, to arrive at an estimate of the leased fee estate. This
was deducted from the fee value to arrive at the leasehold estate in the site.
This is then added to the depreciated improvement costs to yield the value of
the total property as indicated by the Cost Approach.

We performed this process and yielded an unrealistically low value indication
due to the negative leasehold we calculated when we analyzed the ground lease.
This is due to the rent being for both land and buildings. The Cost Approach is
not utilized since the leasehold position calculated herein is negative making
the Cost Approach irrelevant.

We did perform the leasehold/leased fee analysis for use in the Sales Comparison
Approach.

Land Valuation

The most reliable procedure for estimating the land value is by the application
of the Direct Sales Comparison Approach. In estimating the value of the
subject's site, a search was conducted to find sales of similar parcels with
similar zoning and characteristics. Those sales considered to be the most
relevant indicators of the subject's land value are detailed on the following
pages.


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James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                                 LAND SALES MAP



                               [GRAPHIC OMITTED]



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James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                             COMPARABLE LAND SALE 1


PROPERTY IDENTIFICATION

Address:                           8900 SW Oak
City:                              Tigard
Parcel:                            R027056, 0270441, 0270450, 0272476
County:                            Washington
Map Reference:                     1S13 35AC 03000,04400,04300 - 35AD 01303
Property Rights:                   Fee Simple

SALE INFORMATION

Grantor:                           Paulette Klepper, et al
Grantee:                           Orland Ltd.
Document Number:                   96-057098, 058268, 051290-292
Sale Price:                        $1,050,000
Sale Terms:                        Cash Equivalent
Sale Date:                         June 25, 1996

SITE DESCRIPTION

Site Area:                         4.04 acres  - 175,982 square feet
Zoning:                            Commercial
Utilities:                         Available
Off-Sites:                         Fully Improved
Topography:                        Level
Location:                          Interior - good frontage

SALE ANALYSIS

Price Per Square Foot:             $5.97

COMMENTS                           Commercially-zoned parcel with good
                                   street frontage and all public
                                   utilities.


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James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                             COMPARABLE LAND SALE 2


PROPERTY IDENTIFICATION

Address:                      SWC Taylors Ferry Road/Capitol Highway
City:                         Portland
Parcel:                       R991293410
County:                       Multnomah
Map Reference:                1S 1E 29CB 00800
Property Rights:              Fee Simple

SALE INFORMATION

Grantor:                      Millard F. Hamilton, et al
Grantee:                      Ashbrook Group LLC
Document Number:              96-104961
Sale Price:                   $341,000
Sale Terms:                   Cash Equivalent
Sale Date:                    July 11, 1996

SITE DESCRIPTION

Site Area:                    37,897 sq. ft.             .87 acres
Zoning:                       C2
Utilities:                    Available
Off-Sites:                    Fully Improved
Topography:                   Level
Location:                     Double Corner with good access/visibility

SALE ANALYSIS

Price Per Square Foot:        $9.00

COMMENTS                      This is a level, at-grade double
                              corner parcel formerly improved with
                              a service station. Site has been
                              cleared and cleaned.


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James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                             COMPARABLE LAND SALE 3


PROPERTY IDENTIFICATION

Address:                          NWC SW Beaverton-Hillsdale/Laurelwood Road
City:                             Portland (Raleigh Hills)
Parcel:                           R0097488
County:                           Washington
Map Reference:                    1S 11 3BB 06600
Property Rights:                  Fee Simple

SALE INFORMATION

Grantor:                          R. Barry Menashe
Grantee:                          Ali Zandi
Document Number:                   96-046954
Sale Price:                       $235,000
Sale Terms:                       Cash Equivalent
Sale Date:                        May 28, 1996

SITE DESCRIPTION

Site Area:                        34,412 sq. ft.             .79 acre
Zoning:                           Commercial
Utilities:                        Available
Off-Sites:                        Fully Improved
Topography:                       Level
Location:                         Corner

SALE ANALYSIS

Price Per Square Foot:            $6.83

COMMENTS                          Corner site with good access and exposure.


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James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                             COMPARABLE LAND SALE 4


PROPERTY IDENTIFICATION

Address:                          North side of SW Haines Road, between I-5 and 
                                  SW 68th
City:                             Tigard
Parcel:                           R0284604
County:                           Washington
Map Reference:                    1S 1 36DA 00101
Property Rights:                  Fee Simple

SALE INFORMATION

Grantor:                          Ted L. Millar, et al
Grantee:                          State of Oregon - Public Employees Retirement
Document Number:                  96-028688
Sale Price:                       $831,571
Sale Terms:                       Cash Equivalent
Sale Date:                        April 2, 1996

SITE DESCRIPTION

Site Area:                        175,111 sq. ft.            4.02 acres
Zoning:                           Commercial
Utilities:                        Available
Off-Sites:                        Fully Improved
Topography:                       Level
Location:                         Interior-Double Exp.

SALE ANALYSIS

Price Per Square Foot:            $4.75

COMMENTS                          This is a level, at grade, interior
                                  site with frontage on SW Haines and
                                  SW 68th Street.


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James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                             COMPARABLE LAND SALE 5


PROPERTY IDENTIFICATION

Address:                                    SW Allen Boulevard, east of Arctic
City:                                       Beaverton
Parcel:                                     R2017514
County:                                     Washington
Map Reference:                              1S 1 23BA 01600
Property Rights:                            Fee Simple

SALE INFORMATION

Grantor:                                    New England Mutual Life Insurance
Grantee:                                    Pacific NW Properties Ltd.
Document Number:                            96-054861
Sale Price:                                 $1,022,661
Sale Terms:                                 Cash Equivalent
Sale Date:                                  June 18, 1996

SITE DESCRIPTION

Site Area:                                  240,016 sq. ft.          5.51 acres
Zoning:                                     Commercial
Utilities:                                  Available
Off-Sites:                                  Fully Improved
Topography:                                 Level
Location:                                   Interior - good road frontage

SALE ANALYSIS

Price Per Square Foot:                      $4.26

COMMENTS                                    Site is a level, at grade interior
                                            lot. It has good frontage on major
                                            collector street with good access.

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James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                             COMPARABLE LAND SALE 6


PROPERTY IDENTIFICATION

Address:                                15583 NW Gateway Court
City:                                   Beaverton
Parcel:                                 R2046380
County:                                 Washington
Map Reference:                          1N132BD 00700, part 00600 and 00800
Property Rights:                        Fee Simple

SALE INFORMATION

Grantor:                                Talcott Realty I Lmt.
Grantee:                                Alameda Properties - Cornell Oaks LLC
Document Number:                        96-062508
Sale Price:                             $917,919
Sale Terms:                             Cash Equivalent
Sale Date:                              July 12, 1996

SITE DESCRIPTION

Site Area:                              97,574 sq. ft.             2.24 acres
Zoning:                                 Commercial
Utilities:                              Available
Off-Sites:                              Fully Improved
Topography:                             Level
Location:                               Cul-de-sac - business park

SALE ANALYSIS

Price Per Square Foot:                  $9.41

COMMENTS                                Site is a level, at grade cul-de-sac
                                        site located in Corporate Center at
                                        Cornell Oaks. Site is designated for
                                        hotel use only.


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James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


COST APPROACH (Continued)

Discussion

These six land sales transactions are located within the subject marketing area
and represent the market value of commercially-zoned parcels which could be
developed similar to the subject. The sales occurred between April 1996 and July
1996, with purchase prices ranging from $4.75 to $9.41 per square foot. The
discussion of the value adjustments and conclusions is presented below.

Property Rights Conveyed

This adjustment considers the differences in legal status (interest) between the
subject property and the comparable sales. Specific interests convey different
types of rights in a property that affect value. Property rights can be defined
as fee simple, leased fee and leasehold interests. All the land sales used
involved the transfer of the fee simple interest and no adjustment is warranted.
No adjustment was made.

Financing Adjustment

The comparable land sales have been reviewed in reference to their financing.
Sales and asking prices represent all cash transactions, where no extraordinary
financing terms or seller financing is involved. Therefore, no cash equivalency
adjustments have been applied.

Conditions of Sale

Local MLS data reveals that closed commercial land sales in our area occur at
93-95 percent of listing price. By definition however, those sales which do
close are those priced closest to their true value relative to market
supply/demand factors, and rational, investor behavior. Sales which fail to
close after allowing for adequate marketing exposure are either impaired in some
material aspect or priced uneconomically with respect to market supply and
demand factors. All the comparables are closed transactions and require no
adjustment for conditions of sale or to allow for sale negotiations.

Market Conditions Adjustment - Time Factor

The sales were analyzed for changes in market conditions to determine if a
market conditions adjustment is required and to what magnitude. Based upon
appraiser's evaluation of secular trends in the market we have identified land
inflation rates within our local market ranging from 3 percent per year to over
10 percent per year over the past few years. Specific sales and resales were not
available but the general trend is upward for commercial property prices. In
view of the location, access and size of the subject site, the sales are
adjusted upward at the rate of 3 percent per year.


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James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


COST APPROACH (Continued)

Physical Adjustments

Factors which have an influence on value such as location, growth patterns and
trends, accessibility to freeways, employment and commerce centers, size, and
physical improvements required for development (off-sites), all require
appropriate adjustments in comparing the comparable sales to the subject
property.

Location, of comparable #2 and #6 are considered to be superior to the subject.
Comparable #5 is considered to have an inferior location to the subject.
Comparable #2 is located at a major intersection with good access and exposure.
Direct market abstraction was not possible due to lack of true paired sales.
However, based upon assessed value a downward adjustment of 20% is supported.
Comparable #6 is located within the confines of a good quality business park and
is designated for "hotel use only." Due to the quality of the surrounding
developments and exclusive nature of this subdivision, a downward adjustment of
25% is estimated, based upon perceived market behavior. Comparable #5 is located
on an interior site on a major collector street, but without benefit of strong
commercial development proximity or major highway access. An upward adjustment
of 10% is estimated to compare to the subject.

Size adjustments, which may be dictated when substantial differences in value
indicators can be isolated only to differences in size, may be supported where
data is plentiful enough to facilitate a matched pair sales analysis. In this
case the available data are insufficient to do so. However, it is typical that
large sites indicate a lower unit price than do smaller sites. This is supported
by comparison of comparable #4 (the largest sale) with comparable #2 and #3 (the
smallest of the sales). Comparable #4 indicates a price of $4.26 per square foot
and comparables #2 and #3 indicate a range of $6.83 to $9.00 per square foot.
Therefore, each sale is adjusted either upward or downward by 1% for each 10,000
square feet of site area, using the subject as the standard.

Corner influence can have a definite impact on site value, particularly for
highway oriented commercial uses such as hotels, restaurants, and regional
shopping centers. Sale #2 is a double corner site with excellent access and
exposure. This sale is adjusted downward 10% to compare to the subject.

Analysis of the comparable sales data to the subject indicate that no other
adjustments are required for comparison.


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James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


COST APPROACH (Continued)

Concluded Land Value

The comparable land sales indicate an unadjusted range of $4.26 to $9.41 per
square foot. This is a wide range, however the market parameters are set for the
subject value. After appropriate adjustments, the price range is narrowed from
$5.41 to $7.56 per square foot.

The sales which required the least adjustment indicated prices of $6.80 and
$6.77 per square foot. Of these sales, comparable #3 is closest in size to the
subject and required only a small adjustment for date of sale and parcel size.
This sale indicated an adjusted price of $6.80 per square foot. The overall
adjusted average price per square foot is indicated to be $6.38 per square foot.

In view of the size, location, access and features of the subject site, a value
of $6.50 per square foot is well supported by available market evidence.
Therefore, the market value of the subject site, in fee, is calculated as
follows:

              51,836 square feet @ $6.50 per square foot = $336,934

                                Rounded $335,000


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James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


COST APPROACH (Continued)

Ground Leased Fee & Leasehold Interests Valuation

Leased Fee Valuation

Having valued the land in fee simple we must now value the leased fee interest
in the site created by the long term ground lease which extends through June 30,
2026. The ground lease terms are detailed in the Site Data section and a copy of
the ground lease summary is located in the addenda.

Potential Gross Income

The potential gross income of the subject is stipulated by the long term ground
lease which encumbers the property and to which the appraisal is made.

The existing lease is a 30 year initial term lease which commenced in January
1984 and extends through December 2014. There are two options to renew the term
for a total of 20 additional years. The current rent under the lease is $51,848
per year and it adjusts annually at 5% per year. We have projected the ground
lease rent based the most current rent paid in 1996 and have grown it at 5
percent per year for the full initial term of the ground lease.

Expense Analysis


Having determined the potential gross income, we must now estimate the operating
expenses associated with the subject property.

Vacancy & Collection Loss

Vacancy and collection loss is an allowance for a reduction in the potential
gross income, due to vacant or uncollected payment of rent. Based on the
subject's long term ground lease status and the fact that we are valuing the
leased fee estate, vacancy and collection loss is considered to be a minimal
expense since the lessee has a very strong interest to protect by keeping the
subject lease current and in effect. We estimate vacancy and collection loss at
1 percent of gross income.

Operating Expenses

Operating expenses are the annual expenditures borne by the owner of
income-producing property necessary to continue the production of the effective
gross income.

Under the projected income analysis the lessor is not responsible for any of the
operating expenses. The only expense the lessor is responsible for is
management. This expense is estimated as follows:

Management. This item is for off-site management expenses. Management is
estimated at 2.0 percent based on the ground lease being to a triple net lease
with minor management duties and it's long term remaining.


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James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


COST APPROACH (Continued)

Rate of Return Analysis

The next step in this analysis is the selection of an appropriate yield rate for
the ground lease payment. The rate of return utilized in this approach is
defined as follows.

Discount Rate - A rate of return commensurate with perceived risk used to
convert future payments or receipts into present value. The pretax equity yield
rate used to discount the projected cash flows from the ground lease is be based
on an analysis of yield rates anticipated by the many investors in the real
estate market and other alternative investment markets. These rates are not
historical yield rates; rather, they are the rates which reflect the acceptable
yield expectations because the yield rate used in the discounted cash flow model
is anticipatory.

The discount rate applicable to the subject ground lease and reversion is
estimated based on analysis of land yield rates as indicated by sales of the
lessors' interests in several properties encumbered with long term ground
leases. The yield rate is defined as the sum of the going in overall rate plus
the anticipated growth rate. We analyzed overall yield rates achieved by lessors
on relatively recent long term ground leases, to which an anticipated growth
rate is added, to arrive at an appropriate yield rate indication.

A 56,000 square foot commercial site that is subject to a ground lease and
located in Chatsworth sold in September 1990 for $840,000 with $95,400 in annual
income indicating a yield rate of 11.36%. Another land leased site located on
Foothill Boulevard in Fontana sold in April 1991 for $4,550,000 with an annual
income of $567,492 per year indicating a 12.5% yield rate. These indicates a
yield rate of between 11.36% and 12.47%.

In May 1992 a car wash site located at 2750 Bristol Street in Costa Mesa that
was leased in 1988 was purchased out by the lessee from the lessor based on 9.8%
rate of return. In May 1992 a ground lease for a commercial site located in
Rancho Cucamonga was leased for 50 years to a large shopping center developer
based on a 9.0 percent going in rate with adjustments every five years. In
October 1991, the Taco Bell Corporation entered a 20 year ground lease in
Fullerton California at a rate of 9.3% of the fair market value of the land with
adjustment every five years. These leases indicate going in capitalization rates
between 9.0% and 9.8%. Adding in anticipated growth rates between 2 and 3
percent per year results in a yield rate range between 11.0% and 12.8%.

In our opinion the yield rate applicable to ground leases is between 11.0% and
12.5%. for leases with long term remaining and periodic adjustments. Given that
the subject rent is based on a percentage of gross revenues, and thus is likely
to adjust regularly, as well as it's long term remaining, it is our opinion that
the subject's leased fee should be discounted at a yield rate of 11.0%.



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<PAGE>

10830 SW Greenburg Road, Tigard, OR


COST APPROACH (Continued)

Reversion

The reversion of the land is projected to occur at the end of the initial term
of the subject ground lease since we can not predict economic and market
conditions much beyond that . The future value of the site is calculated by
using the current land value estimate of $900,000, previously estimated, and
projecting an expected growth rate applicable to the land. Based on historical
trends and current investment parameters and expectations, we estimate a growth
rate of 3 percent per year. The future value of the land is discounted at the
same yield rate previously estimated for the income steam to arrive at a net
present value of the reversion. This is added to the sum of the present value of
the income stream to arrive at a total present value of the leased fee estate in
the subject property. Subtracting the leased fee value estimate from the fee
value of the site results in an estimate of the leasehold in the site, subject
to the ground lease.

Conclusions

Located on the following pages are the cash flows, which show the calculations
and value estimates of the leased fee and leasehold estates. The indicated value
of the leased fee estate is $790,000. The leasehold estate, that is the lessee
interest in the site under the ground lease, is estimated by subtracting the
leased fee value of $790,000 from the fee value of the land, $335,000, which
results in a negative leasehold value of ($450,000) which is understandable
since the site includes improvements. The estimate of the leased fee value is
utilized in the Sales Comparison Approach and the leasehold value is used in the
Cost Approach.


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10830 SW Greenburg Road, Tigard, OR


                                                 LEASED FEE VALUATION
Lease Commenced:    1/84                         10830 SW Greenburg
Initial Term:       30 + 2-10 yrs                Tigard/Washington Square, OR
Current Rent:       $51,484                      Ainrfleeemh.r I 1996
Growth Rate:        5.0%                         --------------------

<TABLE>
<CAPTION>
Fiscal Year (Dec-Nov)                  1997        1998        1999         2000        2001        2002
========================================================================================================
<S>                                 <C>         <C>         <C>          <C>         <C>         <C>    
GROSS INCOME
Annual Rent                         $54,440     $57,162     $60,020      $63,021     $66,172     $69,481
Less Collection Loss Allowance 1.0%     544         572         600          630         662         695
                                    --------------------------------------------------------------------
Effective Gross Income               53,896      56,590      59,420       62,391      65,510      68,786

LessManagementExpense          2.0%   1,078       1,132       1,188        1,248       1,310       1,376
                                    --------------------------------------------------------------------

Net Operating Income                $52,818     $55,459     $58,232      $61,143     $64,200     $67,410

Discount Rate                 11.0%
Discount Factor                      0.9009      0.8116      0.7312       0.6587      0.5935      0.5346
Present Value                       $47,584     $45,011     $42,578      $40,277     $38,100     $36,040

 Total P. V. of Income Stream                  $768,165
</TABLE>


<TABLE>
<CAPTION>
Fiscal Year (Dec-Nov)                 2003         2004        2005         2006       2007
===========================================================================================
<S>                                 <C>         <C>         <C>          <C>         <C>
GROSS INCOMP
Annual Rent                         $72,955     $76,603     $80,433      $84,454     $88,677
Less Collection Loss Allowance 10%      730         766         804          845         887
                                    --------------------------------------------------------
Effective Gross Income               72,225      75,837      79,628       83,610      87,790

LessManagementExpense          2.0%   1,445       1,517       1,593        1,672       1,756
                                    --------------------------------------------------------

Net Operating Income                $70,781     $74,320     $78,036      $81,938     $86,034

Discount Rate                 11.0%
Discount Factor                      0.4817       0.4339     0.3909      0.3522       0.3173
Present Value                       $34,092      $32,249    $30,506     $28,857      $27,297

 Total P. V. of Income Stream
</TABLE>

- --------------------------------------------------------
REVERSION ANALYSIS
- ------------------
 Current Value of Site in Fee                  $336,934
                     51,836 Sq. Ft. @ $6.50
 Growth Rate                   3.0%
 Future Value Factor                             3.0748
 Future Value of Reversion                   $1,035,999
 Present Value Factor@        11.0%            0.018955
- --------------------------------------------------------
 Present Value of Reversion                     $19,637
                                                -------

 Total Present Value of
 the Leased Fee Estate                         $787,802

 Leased Fee Estate (rounded to) $10,000        $790,000
                                               --------
 Extracted Value of the Leasehold             ($450,000)
                                              ==========


- ----------                                                            65

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                              LEASED FEE VALUATION
                              ----------------------------
Lease Commenced:              10830 SW Greenburg
Initial Term:                 Tigard/Waahington Square, OR
Current Rate:                 As of December l, 1996
Growth Rate:                  ============================


<TABLE>
<CAPTION>
Fiscal Year (Dec-Nov)                2009     2010      2011       2012       2013        2014       2015  
===========================================================================================================
<S>                                <C>      <C>       <C>        <C>        <C>         <C>        <C>     
GROSS INCOME
Annual Rent                        $97,766  $102,655  $107,787   $113,177   $118,836    $124,777   $131,016
Less Collection Loss Allowance         978     1,027     1,078      1,132      1,188       1,248      1,310
                                ---------------------------------------------------------------------------
Effective Gross Income              96,789   101,628   106,710    112,045    117,647     123,530    129,706


Less Management Expense              1,936     2,033     2,134      2,241      2,353       2,471      2,594
                                ---------------------------------------------------------------------------

Net Operating Income               $94,853   $99,596  $104,575   $109,804   $115,294    $121,059   $127,112
Discount Rate
Discount Factor                     0.2575    0.2320    0.2090     0.1883     0.1696      0.1528     0.1377
Present Value                      $24,426   $23,106   $21,857    $20,675    $l9,558     $18,501    $17,500
</TABLE>


<TABLE>
<CAPTION>
Fiscal Year (Dec-Nov)             2016        2017       2018       2019      2020          2021
==================================================================================================
<S>                             <C>         <C>        <C>        <C>       <C>           <C>
GROSS INCOME
Annual Rent                     $137,567    $144,446   $151,668   $159,251  $167,214      $175,574
Less Collection Loss Allowance     1,376       1,444      1,517      1,593     1,672         1,756
                                ------------------------------------------------------------------
Effective Gross Income           136,191     143,001    150,l51    157,659   165,542       173,819


Less Management Expense            2,724       2,860      3,003      3,153     3,311         3,476
                                ------------------------------------------------------------------

Net Operating Income            $133,468    $140,141   $147,148   $154,506  $162,231      $170,342
Discount Rate
Discount Factor                   0.1240      0.1117     0.1007     0.0907     0.0817       0.0736
Present Value                    $16,555     $l5,660    $14,813    $14,012    $13,255      $12,539
</TABLE>


- ----------                                                            66

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                              LEASED FEE VALUATION
                              ----------------------------
Lease Commenced:              10830 SW Greenburg
Initial Term:                 Tigard/Waahington Square, OR
Current Rate:                 As of December l, 1996
Growth Rate:                  ============================


<TABLE>
<CAPTION>
Fiscal Year (Dec-Nov)                2022     2023      2024       2025       2026        2027       2028  
===========================================================================================================
<S>                               <C>       <C>       <C>        <C>        <C>         <C>        <C>     
GROSS INCOME
Annual Rent                       $184,353  $193,578  $203,249   $213,412   $224,082    $235,287   $247,051
Less Collection Loss Allowance       1,844     1,936     2,032      2,134      2,241       2,353      2,471
                                ---------------------------------------------------------------------------
Effective Gross Income             182,510   191,635   201,217    211,278    221,842     232,934    244,580


Less Management Expense              3,650     3,833     4,024      4,226      4,437       4,659      4,892
                                ---------------------------------------------------------------------------

Net Operating Income              $178,859  $187,802  $197,193   $207,052   $217,405    $228,275   $239,689
Discount Rate
Discount Factor                     0.0663    0.0597    0.0538     0.0485     0.0437      0.0394     0.0355
Present Value                      $11,861   $11,220   $10,613    $10,040     $9,497      $8,984     $8,498
</TABLE>


<TABLE>
<CAPTION>
Fiscal Year (Dec-Nov)             2029        2030       2031       2032      2033          2034
==================================================================================================
<S>                             <C>         <C>        <C>        <C>       <C>           <C>
GROSS INCOME
Annual Rent                     $259,403    $272,374   $285,992   $300,292  $315,306      $27,189
Less Collection Loss Allowance     2,594       2,724      2,860      3,003     3,153          276
                                -----------------------------------------------------------------
Effective Gross Income           256,809     269,650    283,l32    297,289   312,153       27,313


Less Management Expense            5,136       5,393      5,663      5,946     6,243          546
                                -----------------------------------------------------------------

Net Operating Income            $251,673    $264,257   $277,240   $291,343  $305,910      $26,767
Discount Rate
Discount Factor                   0.0319      0.0288     0.0259     0.0234    0.0210       0.0190
Present Value                     $8,039      $7,604     $7,193     $6,804    $6,436         $507
</TABLE>


- ----------                                                            67

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                           DIRECT COMPARISON APPROACH

The Direct Comparison Approach attempts to estimate the value of the subject
property by comparing sales of similar properties within the market area of the
subject. These sales are inspected, verified as to price, terms and conditions
of the property at the date of sale, location, and income characteristics of the
property. The data are then analyzed and compared to the subject property. The
units of comparison considered significant in determining the subject's market
value are the sale price per square foot and price per unit. In addition, a
Gross Room Multiplier is derived for use as an additional measure of value for
this approach. The overall rate is also abstracted from the market data for use
in the Income Approach.

A search of the subject's regional market area was conducted to find sales of
generally comparable hotel facilities that have occurred in the recent past. A
summary of the sales that were considered most relevant for this analysis are
summarized on the following page.


- ----------                                                            68

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                         REGIONAL SUMMARY OF HOTEL SALES


<TABLE>
<CAPTION>
====================================================================================================
                                  Date of    Year   Building      Land    Land/Bldg  No of   Gross  
No.   LOCATION                      Sale     Built    Area        Area      Ratio    Units  Area/Rm.
====================================================================================================
<S>                                <C>       <C>     <C>         <C>        <C>      <C>      <C>   
1  Comfort Inn                     May-95    1990    30,740      76,405     2.49:1    58      530   
   13207 NE 20th Avenue                              Est.                                           
   Vancouver WA                                                                                     
                                                                                                    

2  Comfort Inn                     Jun-96    1992    34,000      66,646     1.96:1    64      531   
   8855 SW Citizens Drive                                                                           
   Wilsonville OR

3  Ramada Inn                      Oct-94    1978    68,410      16,200     0.24:1   120      570   
   2201 Fifth Avenue                                                                                
   Seattle, WA                                                                                      

4  Travelodge                      Jun-94    1961    30,821      56,912     1.85:1    74      416   
   4715 25th Avenue NE                                                                              
   Seattle, WA                                                                                      

5  West Coast Gateway Hotel        Mar-96    1990    59,074      71,165     1.20:1   145      407   
   1841 Pacific Highway South                                                                       
   Seattle, WA

6  Best Western Hotel              Mar-95    1986    91,618     262,749     2.87:1   147      623   
   15901 W. Valley Highway                                                                          
   Tukwilla WA                                                                                      
</TABLE>


<TABLE>
<CAPTION>
=======================================================================================================
                                    Sale          Price/   Price/          Comments
No.   LOCATION                      Price         Sq.Ft.    Unit
=======================================================================================================
<S>                               <C>            <C>       <C>        <C>
1  Comfort Inn                    $2,800.00       $91.09   $48,276    Occupancy rcported at 70 percent
   13207 NE 20th Avenue                                               ADR @ $46 00. No food and beverage
   Vancouver WA                                                       One meeting room, spa, pool, excercise
                                                                      Located near new mall.

2  Comfort Inn                    $2,600,000      $76.47   $40,625    Two-story wood frame motel located
   8855 SW Citizens Drive                                             in suburban location.
   Wilsonville OR

3  Ramada Inn                     $8,400,000     $122.79   $70,000    Four-story wood frame & stucco
   2201 Fifth Avenue                                                  downtown location. Renovated prior
   Seattle, WA                                                        to sale. $70 ADR estimate.

4  Travelodge                     $4,200,000     $136.28   $56,757    Includes retail building (Blockbuster)
   4715 25th Avenue NE                                                ADR est $55.00
   Seattle, WA                                                        Pool, spa

5  West Coast Gateway Hotel       1l,2l8,164     $189.90    $77,367   Sea Tac Airport location
   1841 Pacific Highway South                                         All cash sale.
   Seattle, WA

6  Best Western Hotel             $5,500,000      $60.03    $37,415   Three-story wood frame structure
   15901 W. Valley Highway                                            includes restaurant, spa, excercise
   Tukwilla WA                                                        room and outdoor pool.
</TABLE>


    Unadjusted Range       $60.03      to    $189.90 /Sq.Ft.
                          $37,415      to    $77,367 /Unit

                            Mean      $112.76 / Sq Ft    $55,073 / Unit



- ----------                                                            69

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                                    Sales Map



                               [GRAPHIC OMITTED]



- ----------                                                            70

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                              COMPARABLE SALE NO. 1


                                [GRAPHIC OMITTED]


<TABLE>
<CAPTION>
<S>                          <C>                               <C>                     <C>    
ADDRESS:                     Comfort Inn                       GRANTOR:                Ray Patel, et al.
                             13207 NE 20th Avenue              GRANTEE:                Shree Ram LLC
                             Vancouver, WA
DESCRIPTION:                 Two-story wood frame              DOCUMENT #:             Na
                             and stucco limited service        MARKET TIME:            Na
                             hotel                             NUMBER OF UNITS:        58
YEAR BUILT:                  1990                              SALE PRICE:             $2,800,000
LOT SIZE:                    76,405 S.F.                       SALE DATE:              June 5, 1995
CONDITION:                   Average/Good                      TERMS:                  $350,000 down
QUALITY:                     Average                                                   seller wrapped existing $1.45M 
                                                                                       1st TD with, due in 10 years

BUILDING AREA:               30,740 S.F.                       GROSS INCOME:           $685,540
LAND:BLDG RATIO:             2.49:1                            NET INCOME:             $288,000
PRICE/S.F.:                  $91.09                            OVERALL RATE            10.29%
PRICE/UNIT:                  $48,276                           GRM:                    4.08
FF&E:                        $140,000
</TABLE>

COMMENTS: This property is located at the Vancouver Mall north of Portland
Airport in a newly developing area. It is a newer property in good condition but
round about access. 1994 ADR reported at $46.00 and Occupancy at 70%.


- ----------                                                            71

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                              COMPARABLE SALE NO. 2



                               [GRAPHIC OMITTED]


<TABLE>
<CAPTION>
<S>                          <C>                               <C>                 <C>    
ADDRESS:                     Comfort Inn                       GRANTOR:            Mahalaxmi Inc.
                             8855 SW Citizens Drive            GRANTEE:            Ganesh Enterprises
                             Wilsonville, OR
DESCRIPTION:                 Two-story wood                    DOCUMENT #:         960304444
                             frame limited service             MARKET TIME:        Na
                             hotel
NUMBER OF UNITS:             64
YEAR BUILT:                  1992                              SALE PRICE:         $2,600,000
LOT SIZE:                    66,646 S.F.                       SALE DATE:          June 19, 1996
CONDITION:                   Average/Good                      TERMS:              $800,000 down
QUALITY:                     Average                                               $1,8M 1st Td Commercial 
                                                                                   Bank
BUILDING AREA:               34,000 S.F.                       GROSS INCOME:       $804,825
LAND:BLDG. RATIO:            1.96:1                            NET INCOME:         $310,628
PRICE/S.F.:                  $76.47                            OVERALL RATE        11.95%
PRICE/UNIT:                  $40,625                           GRM:                3.23
FF&E:                        $160,000 Est.
</TABLE>

COMMENTS: This suburban property is located near Highway 5 and is a newer
property with good exposure but less than direct access.


- ----------                                                            72

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                              COMPARABLE SALE NO. 3



                               [GRAPHIC OMITTED]


<TABLE>
<CAPTION>
<S>                          <C>                               <C>                 <C>    
ADDRESS:                     Ramada Inn                        GRANTOR:            2200 Fifth Ave. Ltd.
                             2200 5th Avenue                   GRANTEE:            Devin Corporation
                             Seattle, WA
DESCRIPTION:                 Four-story over parking           DOCUMENT #:         9410280992
                             frame and stucco hotel            MARKET TIME:        6 months
                             with restaurant/lounge            UMBER OF UNITS:     120
YEAR BUILT:                  1978                              SALE PRICE:         $8,400,000
LOT SIZE:                    16,200 S.F.                       SALE DATE:          October 28, 1994
CONDITION:                   Average                           TERMS:              $3,000,000 down
QUALITY:                     Average                                               $5,400,000 1st Td Seafirst 
                                                                                   Bank
BUILDING AREA:               68,410 S.F.                       GROSS INCOME:       Na
LAND:BLDG RATIO:             0.24:1                            NET INCOME:         Na
PRICE/S.F.:                  $122.79                           OVERALL RATE        Na
PRICE/UNIT:                  $70,000                           GRM:                Na
</TABLE>

COMMENTS: This property is located on Fifth Avenue in the Denny Grade area of
downtown Seattle. It was renovated prior to the sale with new lobby, HVAC and
FF&E. Property leases additional parking nearby. Seller leased back property for
10 years, terms unknown. Central city location, average appeal.


- ----------                                                            73

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                              COMPARABLE SALE NO. 4



                               [GRAPHIC OMITTED]



<TABLE>
<CAPTION>
<S>                          <C>                               <C>                 <C>    
ADDRESS:                     Travelodge                        GRANTOR:            Vincent Hanna Fowler Inv.
                             4715-25 25th Avenue NE            GRANTEE:            P.B. Investments Ltd.
                             Seattle, WA
DESCRIPTION:                 One and two-story wood            DOCUMENT #:         9506222113
                             frame and stucco motel            MARKET TIME:        12 month
                             with 6,700 sf retail building
NUMBER OF UNITS:             74
YEAR BUILT:                  1961                              SALE PRICE:         $4,200,000
LOT SIZE:                    56,912 S.F.                       SALE DATE:          June 22, 1994
CONDITION:                   Average                           TERMS:              All cash
QUALITY:                     Average
BUILDING AREA:               30,820 S.F.                       GROSS INCOME:       Na
LAND:BLDG RATIO:             1.85:1                            NET INCOME:         Na
PRICE/S.F.:                  $136.28                           OVERALL RATE        Na
PRICE/UNIT:                  $56,757                           GRM:                Na
</TABLE>

COMMENTS: This suburban property is located north of the University of
Washington and across from University Village shopping center. The Travelodge
has a detached Blockbuster retail store on the site which enhanced the sales
price. That store is leased at $9,520 per month triple net with 7 years
remaining. Extraction of retail portion value indicates $800,000 based on
capitalization of lease income for 7 years plus reversion on the Blockbuster
lease. Residual to the Motel is $3,400,000 or $45,945 per unit and $110.32 per
square foot.


- ----------                                                            74

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                              COMPARABLE SALE NO. 5



                               [GRAPHIC OMITTED]


<TABLE>
<CAPTION>
<S>                          <C>                               <C>                 <C>    
ADDRESS:                     Westcoast Gateway Hotel           GRANTOR:            Gateway Hotel LP
                             18415 S. Pacific Highway          GRANTEE:            Patriot American Hospitality
                             Sea-Tac, WA
DESCRIPTION:                 Six-Story, good quality Class     DOCUMENT #:         7110-407
                             B hotel w/ restaurant, lounge     MKTG.TIME::         N/A
                             Pool and spa amenities.           ROOM CT.:           145
YEAR BUILT:                  1990                              SALE PRICE:         $ 11,218,164
LOT SIZE:                    71,165 SF (1.63 Acre)             SALE DATE:          March, 1996
CONDITION:                   Good                              TERMS:              Cash Equivalent
QUALITY:                     Average-Good                      CLASS:              Limited service, upper tier
BUILDING AREA:               59,074 SF                         GROSS INCOME:       N/A
LAND:BLDG RATIO:             1.20:1                            NET INCOME:         N/A
PRICE/SF:                    $189.90                           OVERALL RATE        N/A
PRICE/UNIT:                  $77,367                           GRM:                N/A
</TABLE>

COMMENTS: This property is located adjacent to the Sea-Tac International
Airport. It has one of the best proximities of the hotels along Pacific Highway.
Constructed of good quality Class B materials. Part of a five property portfolio
sale which included 3 Seattle properties, 1 in Wenatchee, and 1 in California.
Unable to obtain operating data to extract OAR, or revenue/expense ratios.


- ----------                                                            75

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                              COMPARABLE SALE NO. 6




                               [GRAPHIC OMITTED]


<TABLE>
<CAPTION>
<S>                          <C>                               <C>                 <C>    
ADDRESS:                     Best Western Southcenter          GRANTOR:            United States National Bank
                             15901 W. Valley Highway           GRANTEE:            Wen & Liu
                             Tukwilla, WA
DESCRIPTION:                 Three-story and one-story         DOCUMENT #:         95-3311394
                             wood frame structures,            MKTG.TIME::         N/A
                             restaurant, pool & spa            No Of Units:        147
YEAR BUILT:                  1986                              SALE PRICE:         $5,500,000
LOT SIZE:                    262,749 S.F.                      SALE DATE:          March 31, 1995
CONDITION:                   Average                           TERMS:              Cash Equivalent
QUALITY:                     Average
BUILDING AREA:               91,618 S.F.                       GROSS INCOME:       N/A
LAND:BLDG RATIO:             2.87 :1                           NET INCOME:         N/A
PRICE/SF:                    $60.03                            OVERALL RATE        N/A
PRICE/UNIT:                  $37,415                           GRM:                N/A
</TABLE>

COMMENTS: This property is regarded as the limited service hotel facility in the
Seattle-Tacoma market area. Located near Freeway across the street from newer
Embassy Suites and north of Residence Inn Hotel in a suburban location. Unable
to obtain operating data to extract OAR, or revenue/expense ratios.


- ----------                                                            76

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


DIRECT COMPARISON APPROACH (Continued)

To compare the relevant sales to the subject property, consideration has been
given to such factors as financing, market conditions, conditions of sale and
physical and economic characteristics such as location, quality of the
improvements, age and condition of the improvements, overall size and property
operation levels.

Property Rights Conveyed

This adjustment considers the differences in legal status (interest) between the
subject property and the comparable sales. Specific interests convey different
types of rights in a property that affect value. Property rights can be defined
as fee simple, leased fee and leasehold interests. All the sales used were fee
simple estates and no property rights adjustments are necessary.

Financing Adjustment

Typical income producing property sales transactions involve some combination of
mortgage financing and cash (or equity) transfer. Knowledgeable investors are
aware that the use of mortgage financing will have an effect on the yield to
equity funds. The careful structuring of the mortgage and equity components of a
transaction may produce higher returns to the equity position than the overall
return to the property (positive leverage). This process can work in the
opposite direction when the rate paid for mortgage funds exceeds the overall
rate produced by the property (negative leverage). When the terms of the sale
are atypical, the result may be a price that is higher or lower than that of a
normal market transaction. In this analysis, it is assumed that the subject is
expected to sell for cash or with the prevalent institutional financing terms
available.

The comparable sales have been reviewed in reference to their financing and
typically involved normal or large down payments with the balance typically
financed by the seller or major lending institutions at prevailing long term
rates. No secondary financing was of any particular advantage and was not
considered to affect the sale prices. Based on an analysis of the financing
terms of the comparable sales, no adjustments were required and the sales are
all cash equivalent.

Conditions of Sale

The comparables were reviewed for their conditions of sale surrounding the
transactions. Sale 4 has a retail store on site that is estimated to contribute
approximately $800,000 which results in an adjusted price to the hotel property
of $3,400,000 or $45,945 per room. Sale 5 sold to the same buyer as part of a 5
property portfolio sale. However, the prices were established for each of the
sale properties separately and no adjustment is necessary. The other sales are
not considered to require any conditions of sale adjustments since the sales
prices were all based on market value with no unusual conditions surrounding the
transactions.


- ----------                                                            77

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


DIRECT COMPARISON APPROACH (Continued)

Market Conditions

The next adjustment to the comparables is to determine any change in value
associated with the passage of time. Due to changes in market conditions between
the date of sale and the date of valuation, an adjustment must be made to
compare the comparable sale to the subject. Changes in the market conditions
often result from various causes such as inflation, deflation, changing demand
or supply and changes in the general economy. It is noted that the adjustment is
not for the passage of time itself, but for the changes in market conditions
that have occurred over the time period in question. The best indication of
value change over time is the sale and resale of the same property. The sales
used occurred between mid 1994 and mid 1996, under similar market conditions as
exist for the subject valuation. No market conditions adjustments are warranted.

Locational, Quality, Age and Condition and General Adjustments

The sales used indicate a range between $60.32 to $189.90 per square foot. They
range between $37,415 to $77,367 per unit. The sales occurred between June 1994
and June 1996 and are the best available sales comparables for use in comparison
to the subject property due to their generally similar physical and economic
characteristics.

It is noted here that we reviewed several motel/hotel sales in the local market
area which occurred in the past two years and found most to have sold at prices
below the low end of the above range. Many of those properties are locally
oriented, poorly performing properties which did not represent viable investment
alternatives to the subject and thus they were not included in our analysis. We
had to broaden our search to a regional market since we considered the subject
property to have a regional investment and market appeal. While the sales used
are not direct comparables to the subject property, generally being in urban
locations and larger market areas, they are the best indicators of the subject's
value due to its economic and market characteristics which are more similar to
the sales used than to local sales, and due to its regional identity as part of
the regional chain with a good reputation and an established guest following.

Since the validity test for all adjustments in the sales comparison approach is
what the market reaction to differences will be, we conclude that the market's
reaction to one property over another is ultimately reflected in its stabilized
operating performance. Market preferences for dozens of amenities and
characteristics including neighborhood/location, pool/spa's, exercise rooms,
restaurants, shuttle services, continental breakfasts, free movie channels etc.
are all expressed in the economic productivity of the going concern. The better
the amenity mix the more the property generates. Conversely, if the operations
and facilities fail to meet local standards and customer preferences, this will
be reflected in a lower economic performance.



- ----------                                                                 78

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


DIRECT COMPARISON APPROACH (Continued)

Therefore, individual adjustments for property characteristics are not even
attempted here. Developing statistical correlation to determine the relative
contribution to total property value of various amenities or locational
characteristics would become absurdly complex. Instead we focus on the range of
values indicated on a per unit basis and on the value indicators that indicate
economic productivity and return potential. These are the gross revenue
multiplier (GRM) and the overall capitalization rate (OAR).

Gross Revenue Multipliers

We were careful to select our primary comparable sales from within the general
region of the subject property where similar economies and social factors impact
value. However when we attempted to verify income and operating expense
information for the sales referenced herein we were only able to confirm data
for two of the six sales profiled here. This is simply too small a sampling to
develop reliable GRM and OAR indicators for estimating values through the Sales
Comparison Approach. Therefore we have summarized these sales together with four
other supplementary sales for which income/expense data and GRM/OAR indicators
could be extracted and verified. These sales are summarized on the table on the
previous page.

These sales represent a broader cross-section of hotel properties encompassing
limited and full service properties, and include some middle and upper tier
market operations. The best GRM value indicators for the subject property are
indicated by Sale Nos. 1 through 4 which suggest GRM's in the high 3 and low 4
times. We have estimated a GRM of 4.0 is applicable to the subject property
which indicates a value of:

                 $1,296,009 x 4.0 GRM   =    $5,184,033

                 Rounded                     $5,185,000

Value Per Unit

Recognizing that these indicators yield somewhat divergent values, we must point
out that without a highly detailed, multi-factorial quantitative adjustment
process, the sales comparison approach is going to yield the most divergent
array of value indicators of the three approaches. Attempting to apply
"reasonable" adjustments injects so much subjectivity into the analyses that we
conclude the principal benefits of the direct sales comparison approach are
diagnostic rather than projective. They may reveal operating, economic and
functional anomalies of the subject property but in the end prove marginal at
actually predicting value.



- ----------                                                       79

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                           SUPPLEMENTAL HOTEL SALES

<TABLE>
<CAPTION>
=================================================================================================================================
                              Date of  Year   Building  No of     Gross                     Sale     Price/  Price/
 No.    LOCATION               Sale    Built    Area    Units    Revenue      NOI           Price     Sq. Ft.  Unit   GRM   OAR
=================================================================================================================================
<S>                           <C>      <C>    <C>       <C>    <C>         <C>           <C>         <C>     <C>      <C>  <C>
1   Comfort Inn               May-95   1990    30,740    58      $685,540    $288,000     $2,800,000  $91.09 $48,276  4.08 10.29%
    13207 NE 20th Avenue
    Vancouver. WA

2   Capital Inn/Days Inn      Jan-95   1990    29,949    81      $778,745    $373,765     $3,320,000 $110.86 $40,988  4.26 11.26%
    120 College Street
    Lacey WA

3   Quality Inn               Oct-95   1977/86 29,200    73      $685,200    $293,760     $2,625,000  $89.90 $35,959  3.83 11.19%
    1545 NE Burnside
    Gresharn OR

4   Comfort Inn               Jun-96   1992    34,000    64      $804,825    S310,628     $2,600,000  $76.47 $40,625  3.23 11.95%
    8855 5W Citizens Drive
    Wilsonville OR

5  Ameritel Inn               Jun-96   1991    48,966    94    $1,652,218    $823,838     $6,110,000 $124 78 $65,000  3.70 13 48%
   Confidential

6  Bellevue Hilton            Aug-95   1979   122,369   180    $3,945,000  $1,107,000    $12,300,000 $100.52 $68,333  3.12  9.00%
   100 112th Street NE
   Bellevue WA


                                 Mean:                                                                $98.93 $49,863  3.70 11.19%
</TABLE>


    Unadjusted Ranges:            $76.47    to    $124.78/Sq.Ft.
                                 $35,959    to    $68,333 /Unit
                                    3.12    to       4.26 GRM
                                   9.00%    to      13.48% OAR

- ----------                                                       80

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


DIRECT COMPARISON APPROACH (Continued)

The primary sales comparables most similar to the subject in geographic
proximity, size, type of operation and age are Sales Nos. 1, 2, 4, and 6. These
sales suggest values in the mid 40,000's per unit. However, these properties are
priced at a lower daily rate and achieve lower occupancies which require us to
be above that range. Sales Nos. 3 and 5 indicate a value range of $70,000 and
$77,367 per unit and represent more similar economic characteristics but
superior locations. Given the age and overall condition of the subject we
conclude that the subject is between the two ranges indicted above. Therefore,
we conclude on a value of $70,000 per room or:

                    77 Units @ $70,000 per Unit = $5,390,000

                              Conclude @ $5,400,000

Correlation of Value

The two units of comparison applied indicate a range of value for the subject
property between $5,185,000 and $5,400,000. We have selected a value indication
at the middle of the two indications, less the ground leased fee interest of
$790,000, calculated in the Land Valuation section of this report, to indicate a
leasehold interest as follows:

        Indicated Value in Fee                              $5,200,000
        Less Leased Fee Interest                            $   790,000
                                                            -----------
        Indicated Value Leasehold                           $4,410,000

                  Conclude                   $4,410,000
                                             ==========



- ----------                                                            81

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                                 INCOME APPROACH

The Income Approach is premised upon the principle of anticipation which holds
that value is determined by the present worth of the anticipated future
benefits. These benefits in the case of an income producing property are the net
cash flows, the reversion at the end of the holding period, and the inherent tax
benefits afforded an owner of income property.

In this approach, the value is estimated by the capitalization of the expected
future net income. Capitalization is the process of converting an income stream
into a single capital value. This is the amount that a prudent, typical informed
purchaser would pay as of the valuation date for the right to receive the
forecast net income over the specific period.

In order to make relatively accurate income and expense projections for the
subject property, we have relied on the subject's actual operating history for
the past three years, plus the trailing 12 months ended August 1996. We also
relied on market conditions, lodging industry reports and our survey of lodging
competition in the subject's area. We also analyzed local industry trends from
Star Reports as prepared by Smith Travel Research.

As a part of our analysis to develop the potential gross income of the subject,
the appraiser has conducted a survey of hotel facilities considered to be
competitive with the subject property. The survey focused on hotels which are
considered to be primary competition to the subject. These hotels are summarized
on the following page.


- ----------                                                            82

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                          SUMMARY OF COMPETITIVE HOTELS

<TABLE>
<CAPTION>
                                       NO OF               RACK
NO.    LOCATION                        ROOMS               RATE                         COMMENTS
- ------------------------------------------------------------------------------------------------
<S>    <C>                             <C>                 <C>             <C>
1.     Phoenix Inn                     56                  $82             Single King
       9575 SW Locust                                      $97             Double Queen
       Tigard, OR                                          $5 each additional person
</TABLE>

This Phoenix Inn is located approximately three blocks north of the subject
property. It contains 56 mini-suite rooms, each with a microwave and
refrigerator. There is a pool, spa and fitness center. Each guest receives a
complimentary continental breakfast. This property is very good condition and
was constructed approximately one year ago. Occupancy is estimated at 70-75%,
based upon experience of other Phoenix Inns in comparable locations.

<TABLE>
<S>    <C>                             <C>                 <C>             <C>
2.     Phoenix Inn                     62                  $62             Single King
       14905 SW Bangy Road                                 $67             Double Queen
       Lake Oswego, OR                                     $5 each additional person
</TABLE>

This Phoenix Inn is located near the interchange Highway 217 and Interstate 5,
approximately two miles east of the subject. This facility was constructed in
1992, and is in good condition. There is no restaurant on site, however several
are located around and adjacent to the property. This property contains 62
rooms, pool, spa and fitness center. Guest receive a complimentary continental
breakfast. Overall condition, location and quality of this facility is good.
Occupancy is estimated at 70-75%, based upon experience of other Phoenix Inns.

<TABLE>
<S>    <C>                             <C>                 <C>             <C>
3.     Quality Inn                     118                 $59 - $65       Double Queen
       7300 SW Hazelfern Road                              $64             Double Queen Mini-suite
       Tigard, OR                                          $69             Single King Mini-suite
</TABLE>

This facility has an outdoor heated pool, indoor spa and fitness center. It is a
limited service facility located near the Tualatin/Interstate 5 interchange.
Several restaurants are located in close proximity to this property. Overall
quality and condition is average. The building was constructed in 1979 and
remodeled last year. Guest at this motel receive a complimentary continental
breakfast. Occupancy is estimated to be 65% to 70%.


- ----------                                                            83

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


SUMMARY OF COMPETITIVE HOTELS (continued)


<TABLE>
<S>    <C>                             <C>                 <C>             <C>
4.     Pepper Tree Inn                 73                  $59.95 - $64.95 Single Queen
       10720 SW Allen Blvd.                                $74.95 - $84.95 Double Queen
       Beaverton, OR
</TABLE>

The Pepper Tree Inn is located in the northeast quadrant of Highway 217 and SW
Allen. The overall quality and condition is average to good. This is a limited
service motel which features continental breakfast, outdoor swimming pool and
spa. Each room has a microwave oven, refrigerator and coffee maker. This is a
15-year old facility which has been remodeled this year. Occupancy is estimated
at 65%, based upon location, quality and amenities.

<TABLE>
<S>    <C>                             <C>                 <C>             <C>
5.     Subject Shilo Inn               77                  $59 - $79       Single Queen
       10830 SW Greenburg Road                             $65 - $89       Double Queen
       Tigard, OR                                          $69 - $95       Single King
                                                           $79 - $105      King/Kitchenette
                                                           $75 - $99       Triple Queen
</TABLE>

The subject is a limited service motel with indoor spa, steam room, sauna and
fitness. Overall quality and condition is good. Motel guests receive a
complimentary continental breakfast. Access to Highway 217 and Interstate 5 is
good, as well as Washington Square Mall, area restaurants and support services.
Occupancy has ranged from 62% to 73% over the past four years. The last two
years operations indicates occupancy of 73% and 72%.


- ----------                                                            84

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                              COMPETITIVE MOTEL MAP




                               [GRAPHIC OMITTED]




- ----------                                                            85

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                             COMPETITIVE MOTEL NO. 1


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



                               [GRAPHIC OMITTED]



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



                             COMPETITIVE MOTEL NO. 2

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



                               [GRAPHIC OMITTED]



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




- ----------                                                            86

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                             COMPETITIVE MOTEL NO. 3

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



                               [GRAPHIC OMITTED]




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


                             COMPETITIVE MOTEL NO. 4


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



                               [GRAPHIC OMITTED]



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



- ----------                                                       87

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                           COMPETITIVE MARKET OVERVIEW

The subject property is located in a steadily developing area with strong local
and regional consumer interest in the southwest Portland metropolitan area.
There are several local, regional and national companies located within the
general area, including Nike, Intel, General Motors, which create additional
commercial service demand for lodging facilities to house visiting business
people. Some tourist demand also contributes to the local hotel/motel demand.
The proximity of Washington Square, as well as the companies mentioned above,
place the subject property in a favorable location due to access from Highway
217 and Interstate 5.

The subject property is a limited service facility with a few competitors
located within the general area. The previously mentioned facilities are
considered to comprise the majority of the subject competition. In addition to
these facilities, there are several full-service hotels in the area, including
Embassy Suites, Courtyard and the Greenwood Inn. While these are located in the
subject area, they are not considered to be competitive due to their
substantially higher room rates, which attract full-service hotel client, as
well as convention delegate and business traveler. The subject property provides
services and facilities demanded by the business traveler and casual tourist not
requiring a full-service hotel.

The following summarizes the competitive facilities in the subject area:

         Property                           Number of Rooms
         --------                           ---------------

         Phoenix Inn - Tigard                          56
         Phoenix Inn - Lake Oswego                     62
         Quality Inn - Tigard                         118
         Pepper Tree Inn - Beaverton                   73
         Subject Shilo Inn - Tigard                    77
                                                     ----
                  Total Rooms:                        386

The Inn at Exit 290 (Best Western) is located near the Quality Inn in Tigard.
This is an older facility which is undergoing substantial renovation,
anticipated to be completed in the Spring of 1997. Due to its age and condition,
this property is not considered to compete. Both this property and the Quality
Inn are more geared toward transient guests utilizing Interstate 5.

The subject property represents 20% of the competitive rooms in the subject
area. It has maintained its market share, even with the addition of 56 rooms in
the immediate area within the last year. Analysis of the area reveals that there
is minimal comparable land available for development of more rooms which would
compete with the subject. Therefore, based upon the location, management,
current room rates and competition, it is estimated that the subject property
can easily maintain its current market share, with occupancy ranging from 72% to
73%.



- ----------                                                       88

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR



                                   SHILO INN
# of Rooms          77             10830 SW Greenburg Rd.        Ground Lease
                                   Washington Square, OR
Building Area   29,952 sf          RECONSTRUCTED HISTORICAL OPERATING DATA

<TABLE>
<CAPTION>
                                          1993                            1994                       
=====================================================================================================
<S>                                      <C>                             <C>                         
Occupancy Rate                           70.00%                          69.00%                      
Average Room Rate                       $55.68                          $58.05                       
- -----------------------------------------------------------------------------------------------------

<CAPTION>
                                                % Total  Per Room                  % Total  Per Room m
- -----------------------------------------------------------------------------------------------------
<S>                                  <C>          <C>     <C>        <C>             <C>      <C>    
REVENUES 
Room Rentals                         $1,073,276    97.3%  $13.939    $1.007.554       97.2%   $13,085
Restaurant                                    0     0.0%       $0             0        0.0%        $0
Telephone                                22.335     2.0%     $290        20,242        2.0%      $263
Other Incomne                             6,988     0.6%      $91         8,612        0.8%      $112
- -----------------------------------------------------------------------------------------------------
Total Revenue                        $1,102,599   100.0%  $14,319    $1.036,408      100.0%   $13,460


EXPENSES
Departmental Expenses
Rooms Department                        200,380    18.2%   $2,602       201,312       19.4%    $2,614
Food & Beverage                          19,320     1.8%     $251        17.062        1.6%      $222
Telephone                                20.654     1.9%     $268        17,882        1.7%      $232

Undistributed Operating Expenses
Administrative & General                 44.737     4.1%     $581        33,124        3.2%      $430
Management                               55,140     5.0%     $716        51,820        5.0%      $673
Marketing                                33.192     3.0%     $431        23,241        2.2%      $302
Utilities                                42,264     3.8%     $549        39,771        3.8%      $517
Property Operations & Maintenance        26,971     2.4%     $350        22,614        2.2%      $294
Capital Expenditures                     15.905     1.4%     $207        56,863        5.5%      $738
Miscellaneous                             2,918     0.3%      $38         2,867        0.3%       $37

Fixed Charges
Property Tax & license                   47,163     4.3%     $613        39,295        3.8%      $510
Insurance                                 5,769     0.5%      $75         5,745        0.6%       $75
Ground Rent                              41,738     3.8%     $542        47,703        4.6%      $620
- -----------------------------------------------------------------------------------------------------
Total Expenses                         $556,151    50.4%   $7,223      $559,299       54.0%    $7,264

NET OPERATING INCOME                   $546,448    49.6%   $7,097      $477,109       46.0%    $6,196
- -----------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
                                                                         Trailing 12
                                              1995                       Months 8/96
====================================================================================
<S>                                          <C>                            <C>   
Occupancy Rate                               71.00%                         72.00%
Average Room Rate                           $60.68                         $61.58
- ------------------------------------------------------------------------------------

<CAPTION>
                                                    % Total  Per Room            % Total  Per Room
- -------------------------------------------------------------------------------------------------
<S>                                     <C>          <C>    <C>       <C>          <C>    <C>
REVENUES 
Room Rentals                            $1,194,926    96.6% $15,519   $1,228,791    96.7% $15,958
Restaurant                                       0     0.0%      $0            0     0.0%      $0
Telephone                                   32,740     2.6%    $425       31,324     2.5%    $407
Other Incomne                                9,931     0.8%    $129       10,976     0.9%    $143
- -------------------------------------------------------------------------------------------------
Total Revenue                           $1,237,597   100.0% $16,073   $1,271,091   100.0% $16,508


EXPENSES
Departmental Expenses
Rooms Department                           214,463    17.3%  $2,785      235,389    18.5%  $3,057
Food & Beverage                             20,299     1.6%    $264       23.118     1.8%    $300
Telephone                                   22,552     1.8%    $293       20,596     1.6%    $267

Undistributed Operating Expenses
Administrative & General                    53,819     4.3%    $699       43,942     3.5%    $571
Management                                  61,880     5.0%    $804       63,555     5.0%    $825
Marketing                                   45,786     3.7%    $595       44,655     3.5%    $580
Utilities                                   41,781     3.4%    $543       43,105     3.4%    $560
Property Operations & Maintenance           37,790     3.1%    $491       35,956     2.8%    $467
Capital Expenditures                        37,356     3.0%    $485       32,652     2.6%    $424
Miscellaneous                                3,843     0.3%     $50        3,260     0.3%     $42

Fixed Charges
Property Tax & license                      32.540     2.6%    $423       30,108     2.4%    $391
Insurance                                    4,958     0.4%     $64        4.162     0.3%     $54
Ground Rent                                 50,089     4.0%    $651       51,848     4.1%    $673
- -------------------------------------------------------------------------------------------------
Total Expenses                            $627,156    50.7%  $8,145     $632,346    49.7%  $8,212

NET OPERATING INCOME                      $610,441    49.3%  $7,928     $638,745    50.3%  $8,295
- -------------------------------------------------------------------------------------------------
</TABLE>


- ----------                                                       89

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


INCOME APPROACH (Continued)

Occupancy and Room Revenue Estimates

The subject's reconstructed historical operating summary, as provided by the
Shilo Inn, is located on the previous page. The subject's occupancy was 70
percent in 1993, 69 percent in 1994 and increased to 71 percent in 1995 and 72
percent for the trailing 12 months in 1996. The average daily room rate has
increased from $55.68 in 1993 to $61.58 in 1996. We expect the subject property
to maintain its operation within this range of the market for the foreseeable
future. The Smith Travel Research report located in the addenda indicates that
occupancy market wide has increased from 62.9 percent in 1993 to 64.8 percent in
1994 to 67.5 percent in 1995 and is achieving 70.3 percent in the first nine
months of 1996. The average daily rates have similarly increased from $55.14 in
1993 to $66.07 in 1996. These figures reflect support for the subject's
operations. Based on our analysis of the competitive market area and the
subject's operations, it is our opinion that the subject will maintain average
occupancy rate of 72 percent per year. An average daily rate of $62 for year
one, projected to increase at an annual rate of 3 percent per year.

Other Revenues

Other revenues include telephone income, estimated at 2.50 percent of room
revenues and miscellaneous other income from vending machines and similar items,
which is estimated at 0.8 percent of room revenues. The subject's history is the
best indicator of these revenue.

EXPENSE ANALYSIS

In addition to the subject's actual historical operating data, previously
presented, we have reviewed expense data as reported in Trends by PKF
Consulting, and Star Travel Research which are both located in the addenda.

Departmental Expenses - Rooms

Room expenses include salaries, wages, payroll taxes and fringe benefits for
front desk staff and housekeeping personnel; general hotel expenses (excluding
franchise fees); guest room supplies; cleaning supplies; laundry, linen;
reservations/booking expenses; travel agent commissions; and numerous other
small expense categories. PKF industry standards indicate a range from $3,166 to
$3,950 per room. Star Research reports rooms department expenses to range from
$3,208 to $4,432. The subject's reconstructed historical data indicates a range
from $2,602 to $3,057 per room. The subject is operating at stable and
consistent levels which are below industry averages. We have projected $3,000
per room for departmental room expense which is similar to the subject's actual
historical performance.


- ----------                                                            90

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


INCOME APPROACH (Continued)

Telephone

Telephone expenses include monthly service charges, local and long distance
charges billed by the phone company. The subject property utilizes a discount
rate long distance provider which bills in six second increments, and offers
discounted long distance rates. Although the ratio of phone revenues to expenses
are in line with the industry standard at about 2:1, these operations comprise a
small percentage of revenue. We have utilized an expense ratio of 70 percent of
telephone revenues based on historical data.

UNDISTRIBUTED OPERATING EXPENSES

These expenses reflect the expenses and fixed overhead items which are not
attributable to any specific activity or profit center but are required to
maintain the going concern operation. These include Administrative and General
Expenses; Franchise Fees; Marketing and Guest Entertainment costs; Property
Operation and Maintenance Costs; Energy / Utility Costs and miscellaneous other
unallocated departmental costs.

Administrative and General

These expense items include: administrative staff salary/wages, payroll taxes
and benefits; bookkeeping and accounting; vehicle expenses; credit card
commissions; office supplies; printed materials; postage; professional and legal
fees; contract security; and owner/manager travel expenses, and bad debt
write-offs. PKF reveals that industry standards for administrative and general
expenses in the two property categories we compared the subject to ranged from
7.8% to 9.0%. Smith Travel indicates this expense to range from 9.1% to 9.4% for
the subject's categories. The subject expended between 3.2% and 4.3% for G&A
over the past four years. We conclude that the most subject's actual experience,
with some consideration to industry averages, is the best indicator of this
expense and have selected 4.0% for our projections.

Management Fees

The subject property is owner operated and the primary compensation paid to the
owner managers comes in the form of profit distributions. A portion of the
executive management compensation is also accounted for in Administrative
salary/wages which are also somewhat below industry averages by several
measures. A typical market derived management fee for an operation such as the
subject should run at least 3.0%-5.0% according to most reliable sources. PKF
industry standards indicate a range for management of 2.8% to 3.1%. Smith Travel
indicates 2.8% to 3.8% for management expense in the subject's categories. The
subject has a 5 percent internal accounting management fee. We have utilized a
management fee of 5.0 percent for our projections which is above industry
standards.



- ----------                                                            91

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


INCOME APPROACH (Continued)

Franchise and Marketing Expense

Franchise and marketing expense includes charges for regional or national chain
affiliations or franchise, expenses for advertising, promotional literature and
activities. Historically the subject has expended between 2.2% to 3.7% for
advertising and there is no franchise fee since the subject is company owned.
PKF industry standards indicate advertising expense to range from 3.7% to 3.9%
and franchise fees to range from 0.9% to 1.9%. Smith Travel indicates 3.7% to
6.6% for advertising and 1.7% to 3.5% for franchise fees. Despite the current
level of the subject's expenditures, we used the industry standards for our
projections, since we look at typical owner requirements rather than Shilo's
actual corporate profile. We have utilized a rate of 3.0% for franchise and 5.0%
for marketing, for a total of 8%, based on our estimate of the appropriate costs
for the subject property to continue to perform at current levels.

Energy / Utility Costs

Expenses in the Energy/Utility category are highly consistent over the previous
four years of operation. We note that the Pacific Northwest has the lowest
energy costs of any region of the US because of the relative abundance of
hydroelectric power. The subject has expended between 3.4 to 3.8 percent in
utility expenses in the past four years. PKF industry standards indicate a range
from 3.9 to 5.0 percent and Smith Travel indicates a range from 4.8% to 6.3%. We
have utilized 3.5 percent for our analysis based on the subject's historical
data.

Property Operations and Maintenance

This category includes automotive maintenance; Building expenses; computer
equipment and software systems; Copy Machine/Fax machine maintenance;
maintenance contracts; grounds maintenance; painting and decorating; swimming
pool/spa maintenance contracts; TV repairs; tools and other miscellaneous
expenses. The subject has historically spent between 2.2 and 3.1 percent for
repairs and maintenance which includes some capital improvements expenses. PKF
industry standards indicate a range from 4.5 to 6.2 percent and Smith Travel
indicates 4.2% to 5.2% for this item. We have utilized a rate of 3.0 percent
based on the subject's most recent historical data and industry standards.

FIXED CHARGES

Property Taxes

According to the county assessor, the subject's current property taxes are
$28,277. Taxes are based on six year cycle assessments with annual adjustments
by the assessor. A sale does not trigger a reassessment. We expect future
assessment increases to be in line with historical increases. Property taxes for
the subject property are estimated at $32,000 in our projections to account for
personal property taxes.



- ----------                                                            92

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


INCOME APPROACH (Continued)

Property Casualty Insurance

Insurance has been consistent during the last four years between 0.3 and 0.6
percent of total revenue which is slightly below the 1.0% to 1.2% level
suggested by the industry standard data. A one year premium for fire and
extended coverage and liability has been estimated at 0.42 percent. Industry
averages are above the actual history of the subject but these are a general
indicator overall, highly dependent on location and negotiations.
In the final analysis we relied on the subject's history.

Ground Lease Payment

The subject was leased by G.V. Miller, C.G. Potter, J.E. Boatwright and Robert
M. Schaefer, dba West Coast Service Company to William Brenner and Chi Tsung
Pon, et al, on January 31, 1984 for a period of 30 years plus options for two
additional 10 year terms that extends the possible leasehold until 2034. The
lessees assigned their interest to Mark Hemstreet in November 1984. The current
rent is $51,848 per year and is adjusted annually at 5%. We have used $54,440 as
the annual rent for fiscal 1997 and grew it at 5% per year for the full period
of our analysis.

Replacement Reserves

The short-lived building components and equipment which require replacement and
for which a reserve account should be set up consist of roof covering, floor
covering, draperies, water heaters, air conditioning systems and other
mechanical systems servicing the buildings and other capital expenditures. Since
these expenses are bound to occur, we have accounted for this expense item as a
percentage of total revenue. Some of the replacement items are included in
normal maintenance, supplies and room expense items.

The International Society of Hospitality Consultants released a comprehensive
study in 1995 which examined historical industry-wide CapEx expenditures for the
10 year period from 1983 through 1993. The study, funded by 16 high profile
national and international hospitality management companies, lenders and hotel
operators concluded that the historical convention of reserving only 2%-3% of
gross revenues was inadequate for funding the actual capital outlays required to
maintain a property in a typically competitive market. They concluded that
capital expenditures for limited service properties averaged 3.7%.

They also noted that CapEx expenditures increased significantly as a hotel ages
with a spike every 7 to 9 years when major renovations of guest rooms and public
areas are required. They pointed out that properties in their survey data built
before 1981 averaged CapEx outlays of 9.6% of annual gross revenue. What this
clearly reveals is that historical reserves have been grossly underestimated and
have caused financial distress for both financiers and operators of hotel
properties. The bottom line of the study is that properties over 7 to 8 years
old, and certainly those over 10 years old will require reserves of roughly 2.5
times to 3.0 times the traditionally accepted reserve allowance. For upper-tier,
limited service properties and lower-tier, full service properties this will
equate to a total CapEx reserves of 4%-5% at a minimum, depending on age, method
of construction, historical occupancy/use levels and prior CapEx investment.


- ----------                                                            93

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


INCOME APPROACH (Continued)

Capitalization Analysis

We have divided reserves charges into two categories: Furniture, Fixtures &
Equipment and Improvement Reserves. The furniture, fixtures and equipment used
in the operations of the subject property is charged at a rate of 3.0 percent of
total revenue based on industry standards and our estimate of the useful life of
the subject's FF&E. The improvements reserve for replacement expense is
estimated at 2.5 percent of total revenue.

Direct Capitalization: This technique employs the use of an overall rate. This
is an annual percentage rate that expresses the relationship between net
operating income and the present worth of the property. The term overall rate
reflects the fact that the rate incorporates capital appreciation or
depreciation along with a return on net income. The overall rate must represent
what informed, prudent and rational investors are requiring and obtaining for
similar, competitive properties in the current market.

Overall Rate Derivation / Direct Capitalization: The first estimate of value we
develop through the Income Approach is developed with the Direct Capitalization
Technique, which utilizes the overall capitalization rate. This is an aggregated
rate that expresses the relationship between a single year's stabilized net
operating income, and the present worth of the property. The term overall
capitalization rate, or simply, overall rate (OAR), indicates that the rate
encompasses all market derived return requirements including capital
appreciation or depreciation, a baseline return on net income, plus any risk
related return premiums dictated by the market's perception of the risk elements
attendant to ownership and operation. The overall rate should represent the
income to value ratio that typically informed, economically motivated, prudent
and rational investors would require and obtain, when investing in similar,
competitive properties in the current market.

Ideally, the market transactions referenced in the overall rate derivation
should be open market sales of regionally competitive hotel properties, with
generally similar income streams and expense ratios. The summary contained in
the Direct Comparison Approach indicates overall rates derived from only two of
the primary market comparable sales. A Supplemental Summary of Hotel Sales has
also been produced to show the overall rates indicated in a variety of other
hotel sales in a broader survey of the Pacific and Inland Northwest.

The sale of the Bellevue Hilton, which sold in August 1995, indicated an overall
rate of 9.00%. This was the lowest OAR and it could be regarded as anomalous,
relative to the other market indicators and investors surveys compiled by us. We
surmise that the price may have reflected substantial unrealized income
potential or operating economies not superficially obvious from the reported
data.


- ----------                                                            94

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


INCOME APPROACH (Continued)

Capitalization Analysis

The balance of the supplemental sales suggested OAR's ranging from the low 10 to
high 11 percent except for Supplemental Sale No. 5, the Ameritel Inn, which
reported an OAR of 13.48% Although the price/unit appears to fall within the
range of the other surveyed transactions, the OAR of Sale No. 5 appears well
above the indicated range for a property of it's age, and apparent quality. We
are, therefore, disinclined to emphasize the OAR of this sale as an indicator
for the subject

National Investor Surveys compiled from a variety of respected industry sources
provide additional insight into investor expectations and underwriting
assumptions which may me relevant to the analysis of the subject. For reader
convenience we have compiled a survey of the surveys which is presented on the
following page. The Korpacz Real Estate Investor Survey, Third Quarter 1996,
indicates the average free and clear equity overall rate for hotel properties is
12.75 percent, as compared to 12.53 percent for the previous quarter and 12.79
percent a year ago.

According to the First Quarter 1996, National Investor Survey conducted by CB
Commercial, going in cap rates for Class A, Full Service Hotel properties ranged
between 8.00% and 12.00% and average 10.30%. Class B, Limited Service Hotels
ranged from 9.00% to 13.00% and averaged 11.30%. Our classification of the
subject as an upper tier Limited service, or lower tier full service hotel
suggests an OAR in the low 11% range.

According to the First Half 1996, Hotel Investment Outlook prepared by Landauer
Hospitality Services, going in cap rates for Class A, Full Service Hotel
properties ranged between 7.00% and 13.00% and averaged 9.75%. Class B, Limited
Service Hotels ranged from 10.00% to 14.00% and averaged 11.55%. Again, our
classification of the subject as an upper tier Limited service, or lower tier
full service hotel suggests an OAR in the low 11% range.

According to TransActions 1995 Recap, published by Hotel Motel Brokers of
America the Mountain Pacific Region had an average overall rate of 12.7 percent
for all hotels and ranged between 9.4 and 14.5 percent. These sales totaled 38
hotels with an average 66 units per hotel. They had an average occupancy of 55.2
% and an average daily rate of $42.68. which is lower than the subject's
operating levels. Nationally the rates ranged from 9.1% to 14.8%, and averaged
11.80% for all HMBA transactions. We observe that HMBA member brokers were
primarily involved in sales of individually owned properties and not the larger
institutional, and multi-property transactions included in the survey results
compiled by the national consulting firms. We think the HMBA transactions may
represent a slightly lower grade of properties than the subject property.


- ----------                                                                 95

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


INCOME APPROACH (Continued)

Capitalization Analysis

PKF Consulting, one of the most respected names in the hospitality industry
identifies OAR's ranging from 8.00% to 11.30% for Class A properties and an
average of 10.88%. Class B properties range from 8.50% to 14.50%, averaging
11.76%. Their results are consistent with the other industry consultants cited.

OAR Conclusion / Indication of Value

In attempting to select an appropriate OAR for the direct capitalization value
work up for the subject we have considered the following:

o     The subject property is a middle tier, limited-service property defined by
      its franchise flag and has a high level and quality of operations and
      other guest amenities relative to its competitive market.

o     The subject property is a 7 to 9 year old hotel which is well maintained.

o     The current competitive position of the subject in its market area is
      fairly strong in its niche as new competition will likely be impeded by
      development costs and restrictive market conditions for new development.

Based on these factors, our Direct Sales Comparison Analyses and our survey of
hospitality industry consultants, and considering it's long term ground
leasehold status, we conclude that the appropriate OAR for developing a value
estimate for the subject property through the Direct Capitalization Technique is
10.50%. Dividing the projected stabilized Net Operating Income by the selected
OAR yields an indication of fee simple value for the going concern operation, as
of the current appraisal date in the amount of:

                                   $5,296,636
                                   ==========

Yield Capitalization / Discounted Cash Flow Analysis

A discounted cash flow analysis has been made on the premise that the value of
the subject property is represented by the present worth of the anticipated
future net income stream. The projected income stream is based on an analysis of
the quality, as well as the quantity and duration, of the income expectancy.
This income stream is discounted to present value using a discount factor and
then added to the present worth of the property reversion. The property
reversion is calculated by capitalizing the net income from the property into an
indication of value using a capitalization rate extracted from the general
market data of similar properties. This value is then discounted to present
worth.


- ----------                                                            96

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

In this analysis, we utilize a ten-year discounted cash flow projection which
represents the underwriting convention of the industry. Although we have not
profiled specific survey results we note that the average holding period for
hotel investments, according to at least two national consultants ranges from 6
to 10 years. One source referenced a 6.27 year average holding period in 1995
while the other referenced a 7.1 year average holding period. Ten to eleven
years, the period covered in our analyses, probably represents the outer limits
of what most investors reasonably anticipate as an investment holding period
since profit taking (dispositions) and normal business cycles seem to occur in
rolling five to seven year intervals.

Revenue and Expense Growth Rate

The survey results are self explanatory. We note that the emerging trend among
analysts and underwriters is a very thin but widening margin between income and
expense growth rates, with revenues leading. As this margin widens the positive
impact on value indications becomes geometric, and we think unreliable. As of
the date of this writing, one market watcher suggests that a rate differential
of 12 to 15 basis points represents the current market thinking. We think such
an assumption may be plausible during the early phases of an industry or
national economic recovery when revenue gains do generally exceed expense growth
rates by meaningful margins. Our perception is that strong industry performance
during the last two plus years will breed new competition placing downward
pressure on revenue growth. Nevertheless, industry vendors, subcontractors and
county tax assessors, not wanting to miss out on the "good times" should
continue with healthy price and assessment increases over the next couple years.
We think it prudent, therefore, to project both revenue and expense growth at
the same levels over the long haul. The survey results lead us to conclude on
annual growth factors of 3.00% for both revenue and expenses.

Terminal Capitalization Rate

Our rate selection is based on the survey results previously presented and our
perceptions of the subject property and its competitive position in the local
market. The survey results suggest that terminal capitalization rates generally
exceed the going in rates by 25 to 100 basis points. Utilizing moderate growth
rate assumptions, CapEx reserves, and moderately conservative discount rates (to
be discussed next) leads us to select a terminal cap rate 100 basis points above
the going in rate, or 11.50%.

Discount Rate Selection

The discount rate we utilized reflects the long term yield expectations of hotel
market investors, relative to other alternative investment opportunities in the
real estate markets available today. It also reflects current financial market
conditions and the perceived risk, quality and duration of the income stream
anticipated from each prospective investment. The yield rate used in the
Discounted Cash Flow Analysis is anticipatory rather than historical in its
reference point. The rate should consider all benefits and risks attendant to
the ownership and operation of that particular class of income property, and may
also anticipate tax considerations and leveraging


- ----------                                                                 97

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

issues that non-realty investments do not. The appropriate rate is that minimum
rate that the individual, institutional or real estate investor considers a
minimal acceptable return on investment over the particular projection period
analyzed. It may be regarded as a hurdle rate, below which, the typical market
investor would not find sufficient returns to justify the investment, given the
risks and responsibilities attendant to that investment.

We have utilized two means of identifying an appropriate discount rate for the
subject property analyses. These are:

o     Survey of investors' acceptable yield rates

o     Capital market returns analysis plus risk rate

The National Investor Surveys previously referenced summarize the return
expectations of institutional and individual investors as they have been
compiled by five of the hospitality industry's most familiar and respected
consultants. Altogether they reveal a typical range of discount rates from 10.0%
to 20.0% with a convergent grouping of averages and medians clustered between
14.00% and 15.00%.

Built up Yield Rates can provide another indication of investors' motivations
and expectations regarding long term equity returns. These may be developed or
"built up" from the bond markets and other long term capital markets. However,
the quality and durability of a real estate income stream, and the marketability
of real property is generally considered less reliable (predictable) than other
capital market investments. Investors may purchase relatively risk free treasury
funds and sell them almost immediately when he or she chooses. Investments in
real estate require additional risk based yield premiums to compensate for their
additional risks and illiquidity. Therefore, one simple technique for estimating
the appropriate yield rate for real estate in general, and hotels specifically,
is to explore the yield relationships between relatively "risk free" investments
and real estate investments.

According to a market yield rate survey conducted by Real Estate Research
Corporation, the difference in yield rates between real estate and other
selected capital market investments over the last four quarters ranged from 2.4
percent to 5.6 percent. These differences may be regarded as market perceptions
the additional risks and illiquidity premiums required of real estate
investments in general. Comparing yield rates on investment grade real estate to
hotel investments reveals an additional yield rate differential of 1.00% to
3.00% which investors require of management intensive real estate such as
hotels. Hotels are actually much more than real estate operations. They are in
fact going concern business operations which are real estate intensive. The
additional management expertise and risks attendant to such enterprises dictates
another level of yield compensation. The following table shows some recently
published yields on bonds, which are an indication of long term investor's
pre-tax "safe rate" equity yield requirements:


- ----------                                                            98

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis


                          Yields on Selected Securities

<TABLE>
<CAPTION>
- ------------------------------- -------------- -------------- ------------------------- ------------------------
            Period                Aaa Bonds      Baa Bonds      Treasury Securities       Treasury Securities
                                                                    (Long Term)               (Five Year)
- ------------------------------- -------------- -------------- ------------------------- ------------------------
        <S>                         <C>            <C>                 <C>                       <C>  
          March 1995                8.12%          8.70%               7.45%                     7.05%
- ------------------------------- -------------- -------------- ------------------------- ------------------------
        September 1995              7.32%          7.93%               6.55%                     6.00%
- ------------------------------- -------------- -------------- ------------------------- ------------------------
          April 1996                6.80%          7.47%               6.05%                     5.36%
- ------------------------------- -------------- -------------- ------------------------- ------------------------
           Average                  7.41%          8.03%               6.68%                     6.14%
- ------------------------------- -------------- -------------- ------------------------- ------------------------
</TABLE>

James Ratkovich & Associates, Inc.Based on the stability of the revenues and
potential marketability of the subject as discussed previously, and its long
term ground leasehold status, the discount rate could be reflected as follows:

  "Risk Free" Capital Market Return Rate:               8.00% +/-
  Real Estate Risk and Illiquidity Premium:             4.00% +/-
  Hotel-Going Concern Risk based premium:               1.00% +/-
                                                        ---------

  Total Return Expectation-Going Concern Hotels:       13.00% +/-

Based on the National Investor Surveys, the capital market risk based premium
rationale, and the specific characteristics of the subject property previously
enumerated we conclude the appropriate yield rate (IRR) to be utilized in the 10
year DCF is 13.00%.

Net Reversionary Value

The last component we must consider in the long term discounted DCF analysis is
the net reversionary interest in the property. The yield analysis explicitly
assumes full capital recovery at the end of the holding period, which is another
way of saying the sale or disposition of the property. Calculating a net
reversionary value is accomplished through a simple direct capitalization
technique utilizing the projected Year 11 NOI, and an appropriate terminal
capitalization rate. From the direct capitalization value indication we deduct
estimated selling costs, which will include brokers commissions, title costs,
legal costs and escrow fees. This net reversionary value is included in the Year
10 cash flow projections and is identified as the NOI + Reversion in the 10 Year
DCF spreadsheet on the following page.


- ----------                                                            99

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


INCOME APPROACH (Continued)

Yield Capitalization / Discounted Cash Flow Analysis

Discounting the projected operational cash flows plus net reversionary value in
Year 10, by the appropriate yield rate produces an indication of Net Present
Value (NPV) in the amount of:

                                   $5,115,703
                                   ==========

Correlation of Value Indications

The discounted cash flow schedule is located on the following page which
contains the income, expenses, discounting, reversion and direct capitalization.
We have given both indication relatively similar weight. The indicated values
and conclusion of value, of the leasehold estate, via the Income Approach are
summarized below:


             Direct Capitalization - Fiscal 1996 Income - $5,296,147

                   Discounted Cash Flow Analysis - $5,115,703

                               Rounded $5,200,000
                                       ==========


- ----------                                                            100

James Ratkovich & Associates, Inc.
<PAGE>

                                                         SHILO INN
# of Rooms                                        77     10830 SW Greenburg Raod
Growth Rate:                                    3.0%     Washington Square, OR
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                             % Total     1            2            3           4            5            6     
Fiscal Year (12/1 TO 11/30)                  Revenue    1997         1998         1999        2000         2001         2002   
===============================================================================================================================
<S>                                      <C>        <C>          <C>          <C>         <C>          <C>          <C>        
Room Nights Available                                   28,105       28,105       28,105      28,105       28,105       28,105 
Number of Occupied Rooms                                20,236       20,236       20,236      20,236       20,236       20,236 
Occupancy Rate                                          72.00%       72.00%       72.00%      72.00%       72.00%       72.00% 
Average Room Rate                                       $62.00       $63.86       $65.78      $67.75       $69.78       $71.87 
- -------------------------------------------------------------------------------------------------------------------------------
REVENUES
  Room Rentals                           96.81%     $1,254,607   $1,292,245   $1,331,013  $1,370,943   $1,412,071   $1,454,434 
  Telephone                                2.5%         31,365       32,306       33,275      34,274       35,302       36,361 
  Restaurant Revenue                      0.00%              0            0            0           0            0            0 
  Other Income                            0.80%         10,037       10,338       10,648      10,968       11,297       11,635 
                                        ---------------------------------------------------------------------------------------
Total Revenue                            100.0%     $1,296,009   $1,334,890   $1,374,936  $1,416,184   $1,458,670   $1,502,430 

EXPENSES
Departmental Expenses
  Rooms ($/room/year)                    $3,000        231,000      237,930      245,068     252,420      259,993      267,792 
  Telephone(% of Departmental Income)     70.0%         21,956       22,614       23,293      23,992       24,711       25,453 
                                        ---------------------------------------------------------------------------------------
Total Departmental Expenses               19.5%       $252,956     $260,544     $268,361    $276,411     $284,704     $293,245 

Undistributed Operating Expenses
  Administrative & General                 4.0%         51,840       53,396       54,997      56,647       58,347       60,097 
  Management                               5.0%         64,800       66,744       68,747      70,809       72,933       75,121 
  Furniture, Fixtures
    & Equipment Reserves                   3.0%         38,880       40,047       41,248      42,486       43,760       45,073 
  Franchise & Marketing                    8.0%        103,681      106,791      109,995     113,295      116,694      120,194 
  Utilities                                3.5%         45,360       46,721       48,123      49,566       51,053       52,585 
  Property Operations & Maintenance        3.0%         38,880       40,047       41,248      42,486       43,760       45,073 
  Miscellaneous                            2.0%         25,920       26,698       27,499      28,324       29,173       30,049 
                                        ---------------------------------------------------------------------------------------
Total Undistributed Expenses              28.5%       $369,363     $350,444     $391,857    $403,613     $415,721     $428,193 

Total Expenses Before Fixed Charges       45.0%       $622,318     $640,988     $660,217    $680,024     $700,425     $721,437 
Income Before Fixed Charges               52.0%       $673,691     $693,902     $714,719    $736,160     $758,245     $780,992 

Fixed Charges
  Property Tax & License                   2.5%         32,000       32,960       33,949      34,967       36,016       37,097 
  Insurance                               0.40%          5,184        5,340        5,500       5,665        5,835        6,010 
  Ground Lease (Increasing @ 5%/year)      4.2%         54,440       57,162       60,020      63,021       66,172       69,481 
  Buildings Reserve for Replacement        2.0%         25,920       26,698       27,499      28,324       29,173       30,049 
                                        ---------------------------------------------------------------------------------------
  Total Fixed Charges                      9.1%       $117,544     $122,159     $126,967    $131,977     $137,197     $142,636 

NET OPERATING INCOME                      42.9%       $556,147     $571,742     $587,751    $604,184     $621,049     $638,357 
Present Value of Income Stream                         492,165      447,758      407,341     370,557      337,080      306,615 
  Discounted at                          13.00%
Total Present Value of Income Stream                             $3,334,582

REVERSION ANALYSIS
- --------------------------------------
 Eleventh Year Income                       $731,901
 Reversion Capitalized @                      11.50%
 Reversion                                $6,364,352                                              DIRECT CAPITALIZATION
 Less Sales Expense                             5.0%                                         *******************************
 Net Reversion                             6,046,135                                         Net Operating Income   $556,147
 Discount rate                                13.00%                                             (1997)
 Present Value of Reversion                         $1,781,121                               Overall Rate             10.50%
                                                    ----------                                                    ----------
TOTAL PRESENT VALUE                                 $5,115,703                               Indicated Value      $5,296,636

Concluded Value via Income Approach                 $5,200,000          $67,532 /Room
                                                    ==========


<CAPTION>
- ----------------------------------------------------------------------------------------------------
                                            7            8            9            10         11 
Fiscal Year (12/1 TO 11/30)                2003         2004         2005         2006       2007
====================================================================================================
<S>                                    <C>          <C>          <C>          <C>         <C>       
Room Nights Available                      28,105       28,105       28,105       28,105      28,105
Number of Occupied Rooms                   20,236       20,236       20,236       20,236      20,236
Occupancy Rate                             72.00%       72.00%       72.00%       72.00%      72.00%
Average Room Rate                          $74.03       $76.25       $78.54       $80.90      $83.32
- ----------------------------------------------------------------------------------------------------
REVENUES
  Room Rentals                          1,498,067   $1,543,009   $1,589,299   $1,636,978  $1,686,087
  Telephone                                37,452       38,575       39,732       40,924      42,152
  Restaurant Revenue                            0            0            0            0           0
  Other Income                             11,985       12,344       12,714       13,096      13,489
                                        ------------------------------------------------------------
Total Revenue                           1,547,503   $1,593,928   $1,641,746   $1,690,998  $1,741,728

EXPENSES
Departmental Expenses
  Rooms ($/room/year)                     275,826      284,101      292,624      301,403     310,445
  Telephone(% of Departmental Income)      26,216       27,003       27,813       28,647      29,507
                                        ------------------------------------------------------------
Total Departmental Expenses              $302,042     $311,104     $320,437     $330,050    $339,951

Undistributed Operating Expenses
  Administrative & General                 61,900       63,757       65,670       67,640      69,669
  Management                               77,375       79,696       82,087       84,550      87,086
  Furniture, Fixtures
    & Equipment Reserves                   46,425       47,818       49,252       50,730      52,252
  Franchise & Marketing                   123,800      127,514      131,340      135,280     139,338
  Utilities                                54,163       55,787       57,461       59,185      60,960
  Property Operations & Maintenance        46,425       47,818       49,252       50,730      52,252
  Miscellaneous                            30,950       31,879       32,835       33,820      34,835
                                        ------------------------------------------------------------
Total Undistributed Expenses             $441,038     $454,269     $467,898     $481,934    $496,392

Total Expenses Before Fixed Charges      $743,081     $765,373     $788,334     $811,984    $836,344
Income Before Fixed Charges              $804,422     $828,555     $853,412     $879,014    $905,384

Fixed Charges
  Property Tax & License                   38,210       39,356       40,537       41,753      43,005
  Insurance                                 6,190        6,376        6,567        6,764       6,967
  Ground Lease (Increasing @ 5%/year)      72,955       76,603       80,433       84,454      88,677
  Buildings Reserve for Replacement        30,950       31,879       32,835       33,820      34,835
                                        ------------------------------------------------------------
  Total Fixed Charges                    $148,305     $154,213     $160,371     $166,791    $173,484

NET OPERATING INCOME                     $656,118     $674,342     $693,040     $712,223    $731,901
Present Value of Income Stream            278,890      253,660      230,703      209,813
  Discounted at                         
Total Present Value of Income Stream    
</TABLE>


- ----------                                                            101
James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                          RECONCILIATION AND CONCLUSION

        Cost Approach                    Not Applicable
        Market Approach                  $4,410,000
        Income Approach                  $5,200,000

The approaches have various degrees of applicability depending on the
circumstances. The Cost Approach is usually relied upon when the improvements
are new, or nearly new and are fully utilized for their designed intent. The
Income Approach indicates the amount at which a prudent investor would pay for
the property. The Direct Comparison Approach reflects actual prices paid for
similar properties reduced to a unit of comparison.

The variance between the approaches does not invalidate any of them and is
expected since each approach reflects the differing attitudes and motivations of
the various sectors of the real estate market.

In this analysis, the Cost Approach was not applied. We eliminated the Cost
Approach since it is inconsistent with the other value indications. We believe
this is due to the negative leasehold the ground lease created which is
economically inconsistent with the Cost Approach theory.

The Sales Comparison Approach is based upon the principle of substitution. It is
based on the premise that an informed investor will pay no more than the cost to
acquire a similar, competitive property with the same utility as the subject. In
this analysis, numerous sales of comparable properties were surveyed and
analyzed and adjusted to compare to the subject. The strength of this approach
is that it is the purest reflection of market intentions with regard to the
subject. It's weakness is that it is the most difficult of all approaches to
verify and quantify since appraisers rarely have access to complete financial
and transactional records for sale comparables. Properly allocating value to
real estate, FF&E and other business components and verifying the actual and
projected operating revenues and expenses are several of the challenges
appraisers face. Developing market supported quantitative and qualitative
adjustment factors is also extremely problematic. Therefore, individual
interpretations of reported sale data can be somewhat varied which tends to make
value indications developed through this approach highly subjective. While data
reliability can be rather poor in some instances, this approach is generally
utilized by market participants for developing reasonable bracketing of value
and key benchmark ratios which are utilized in the primary valuation approach,
The Income Approach.


- ----------                                                            102

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


RECONCILIATION AND CONCLUSIONS (Continued)

The Income Approach is the primary approach utilized in estimating the value of
the subject. It has the benefit of generally being the most reliable approach,
since operating projections are developed from the detailed records of the
owners. It also is the approach given the most weight by knowledgeable market.

Participants who base the bulk of their investment decision making on projected
return analyses. Value estimates are developed through detailed economic data
including occupancy levels and ADR's through application of direct
capitalization rates and discount rates. Numerous well respected consultants and
industry leaders perform research and publish data which aids the appraiser in
formulating opinions of value. Clearly, the Income Approach is the most reliable
and verifiable of the three approaches and is also the de facto standard
utilized by all knowledgeable market participants. Therefore, the value
conclusions presented herein place the greatest weight on the indications of
value developed through the Income Approach.

Based on the foregoing analysis, the opinion has been formed by the appraisers
that the market value of the subject hotel property, as a going concern with all
furniture fixtures and equipment, subject to the limiting conditions included in
this report, as of December 1, 1996, of the Leasehold Estate, was:

                                   $5,200,000

                      (Including Value of FF&E - $192,500)




- ----------                                                            103

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR


                                  CERTIFICATION

The undersigned appraisers hereby certify that, to the best of their knowledge
and belief:

The statements of fact contained in this report are true and correct.

The reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions, and are our personal, unbiased
professional analyses, opinions, and conclusions.

We have no present or prospective interest in the property that is the subject
of this report, and have no personal interest or bias with respect to the
parties involved.

Our compensation is not contingent on an action or event resulting from the
analyses, opinions, or conclusions in, or the use of, this report.

Our analyses, opinions, and conclusions were developed, and this report has been
prepared, in conformity with the Uniform Standards of Professional Appraisal
Practice.

We have made a personal inspection of the property that is the subject of this
report, unless specifically stated otherwise.

No one other than the undersigned provided significant professional assistance.

The reported analyses, opinions and conclusions were developed, and this report
has been prepared, in conformity with the requirements of the Code of
Professional Practice of the Appraisal Institute.

The use of this report is subject to the requirements of the Appraisal Institute
relating to review by its duly authorized representatives.

This appraisal assignment was not based on a requested minimum value, a specific
value or the approval of a loan.


/s/ M. Hammad

M. Hammad, MAI
Certified General Appraiser
CA No. AG002849
OR No. TNR0314


- ----------                                                            104

James Ratkovich & Associates, Inc.
<PAGE>

10830 SW Greenburg Road, Tigard, OR
- -----------------------------------


                           STATEMENT OF QUALIFICATIONS
                                  M HAMMAD, MAI

PROFESSIONAL AFFILIATIONS
    MAI, Member Appraisal Institute #10,868
    GAA, General Accredited Appraiser, National Association of Realtors
    Member San Fernando Valley Board of Realtors

EXPERT WITNESS
Qualified as expert witness before Los Angeles County and Orange County Superior
Courts and US Federal Bankruptcy Court and American Arbitration Association.

EDUCATION
University of California, Los Angeles (UCLA)
BA in Economics - 1977

LICENSES
    Certified General Appraiser, California
    #AG002849, Expires 2/1/97
    Real Estate Broker, State of California

PROFESSIONAL HISTORY

HAMMAD & ASSOCIATES, INC.  Studio City, CA                    1988 to Present
President
    Principal of real estate appraisal and consulting firm in commercial,
    industrial and income producing residential properties.

MARSHALL & STEVENS, Los Angeles, CA                           1986 to 1988
Director of Real Estate Valuation
    Manager and director of real estate appraisal group specializing in the
    appraisal of commercial and industrial real estate for large investors,
    corporations and major financial institutions.

WELLS FARGO REALTY ADVISORS, Marina Del Rey, CA               1985 to 1986
Assistant Vice President
    Appraisal officer specializing in appraisal of major properties for
    portfolio analysis, proposed joint venture developments and financing.

LAVENTHOL & HORWATH, Los Angeles, CA                          1984 to 1985
Associate Appraiser
    Assisted the National Director of Valuations in developing a new appraisal
    practice that specialized in hotel and motel valuation, mixed use and
    commercial real estate appraisal and feasibility analysis.



- ----------                                                            105
James Ratkovich & Associates, Inc.
- ----------------------------------
<PAGE>

10830 SW Greenburg Road, Tigard, OR
- -----------------------------------



                                    ADDENDA


                                                                             106
- ----------------------------------
James Ratkovich & Associates, Inc.
<PAGE>

                              MEMORANDUM OF LEASE

         A Recording Service of
[LOGO] Transamerica Title Ins. Co.
               #26-14735
                02-41-02

      THIS MEMORANDUM OF LEASE, dated this 31st day of January, 1984, is by and
between Gerald V. Miller, Clifford G. Potter and Phyllis J. Potter, and Robert
M. Schaefer and Sally Jo Schaefer (hereinafter called the LESSOR), whose address
is 10250 S. W. Greenburg Road, Suite 205B, Portland, Oregon 97223 and William F.
Brenner and Lorene Brenner and Chi Tsung Pong and Wen Chu Pong. (hereinafter
called the LESSEE), whose principal place of business is located at 9602 19th
S.E., Everett, WA 98204.

      LESSOR does hereby lease to LESSEE that certain premises with improvements
and appurtenant easements, if any, situated in the City of Tigard, described in
EXHIBIT A attached hereto and made a part hereof.

      TO HAVE AND TO HOLD for a term commencing as of February 1, 1984, and
ending thirty (30) years from February 1, 1984.

      Further LESSOR does hereby grant to LESSEE, the right of option to extend
the term of this Lease upon the expiration of the original term for successive
periods aggregating twenty (20) years.

      The rentals to be paid by LESSEE and all of the obligations and rights of
LESSOR and LESSEE in respect to the above described rental for the original term
and the extension thereof are set forth in a certain lease dated January 31,
1984 executed by the parties hereto. This instrument is merely a memorandum of
the aforesaid Lease and is subject to all of the terms, conditions and
provisions thereof. In the event of any inconsistency between the terms of said
lease and this instrument, the terms of said Lease shall prevail as between the
parties hereto. This memorandum is binding upon and shall inure to the benefit
of the heirs, successors, assigns, and executors and administrators of the
parties hereto.

      IN WITNESS WHEREOF, the parties have executed this memorandum as of the
day and year first above written.

LESSOR:                                             LESSEE:


/s/ Gerald V. Miller                                /s/ William T. Brenner
- -------------------------                           ------------------------
Gerald V. Miller                                    William T. Brenner


/s/ Clifford G. Potter                              /s/ Lorene Brenner
- --------------------------                          ------------------------
Clifford G. Potter                                  Lorene Brenner


/s/ Phyllis J. Potter                               /s/ Chi Tsung Pong
- --------------------------                          ------------------------
Phyllis J. Potter                                   Chi Tsung Pong


/s/ Robert M. Schaefer                              /s/ Wen Chu Pong
- --------------------------                          ------------------------
Robert M. Schaefer


/s/ Sally Jo Schaefer
- ---------------------------
Sally Jo Schaefer

STATE OF WASHINGTON
County of Clark

      I, the undersigned, a notary public in and for the State of Washington,
hereby certify that on this 6th day of [ILLEGIBLE WORD], 1984, personally
appeared before me ROBERT M. SCHAEFER, SALLY JO SCHAEFER, H & W, CLIFFORD G.
POTTER and PHYLLIS J. POTTER, H & W, and GERALD V. MILLER to me known to be the
individuals described in and who executed the foregoing instrument, and
acknowledged that they signed and sealed the same as their free and voluntary
act and deed, for the uses and purposes therein mentioned.

      Given under my hand and official seal the date and year last above
written.


                                                    /s/ Lynda K. Lowe
                                           -------------------------------------
STATE OF OREGON                            Notary Public in and for the state of
County of Washington                         Washington, residing at Washington

      I, the undersigned, a notary public in and for the State of Oregon, hereby
certify that on this 31st day of January, personally appeared before me WILLIAM
F. BRENNER and LORENE BRENNER, H. & W., and ______________________ to me known
to be the individuals described in and who executed the foregoing instrument,
and acknowledged that they signed and sealed the same as their free and
voluntary act and deed, for the uses and purposes therein mentioned.

      Given under my hand and official seal the day and year last above written.


                                                    /s/ Irene M. Kamkas
            Return to                      -------------------------------------
               [ILLEGIBLE]                 Notary Public in and for the state of
                                                        [ILLEGIBLE]
<PAGE>

Order No.: 1-608826-W

                                   EXHIBIT A

A tract of land in the Northwest one-quarter of Section 35, Township 1 South,
Range 1 West of the Willamette Meridian, in the City of Tigard, County of
Washington and State of Oregon, described as follows:

BEGINNING at the Southwest corner of the D. L. Graham Donation Land Claim No.
52, Township 1 South, Range 1 West of the Willamette Meridian, in the City of
Tigard, County of Washington and State of Oregon, and running thence East along
the South line of said Donation Land Claim, 1007.9 feet to an iron pipe; thence
North 0(degrees) 28' East 843.9 feet to an iron pipe on the East line of that
certain tract of land conveyed to Andrew Wormsborg by deed recorded on Page 9 of
Volume 201 of Washington County, Oregon, Deed Records, which point is the true
place of beginning of the herein described tract; thence South 85(degrees) 58'
West 396.67 feet to a 1-inch iron shaft as reset at station 30+56.2 P.O.S.T. of
Washington County Road Plat No. 2043 (S.W. Greenburg Road) survey of April 1967;
thence along a curve to the right, with a radius of 686.2 feet and a long chord
which bears North 38(degrees) 16' 5" East 48.81 feet to a 3/4 inch iron pipe;
thence along the East right-of-way of said C.R. 2043 North 40(degrees) 15' East
225.82 feet to a 3/4 inch iron pipe; thence south 74(degrees) 24' East 228.29
feet to a 1-inch channel iron; thence South 00(degrees) 16' West 121.39 feet to
a 1-inch iron pipe, the true point of beginning.

EASEMENT NO. 1

TOGETHER WITH a non-exclusive easement for road and utility purposes as set
forth in easement agreement recorded June 28, 1977 in Book 1178, page 69,
Washington County Deed Records.

EASEMENT NO. 2

TOGETHER WITH an easement for road and utility purposes as set forth in easement
agreement recorded July 20, 1979 with Fee No. 79028579.
<PAGE>

STATE OF WASHINGTON

County of [ILLEGIBLE WORD]

      I, the undersigned, a notary public in and for the State of Washington,
hereby certify that on this 17th day of February, 1984, personally appeared
before me CHI TSUNG PONG and WEN CHU PONG, husband and wife, to me known to be
the individuals described in and who executed the foregoing instrument, and
acknowledged that they signed and sealed the same as their free and voluntary
act and deed, for the uses and purposes therein mentioned.

      Given under my hand and official seal the day and year last above written.


                                                   /s/ [ILLEGIBLE]
                                            ----------------------------------
                                            Notary Public in and for the State
                                          of Washington, residing at [ILLEGIBLE]


                                                                  [SEAL]


STATE OF OREGON         )
                        ) SS
County of Washington    )

I, Donald W. Mason, Director of Assessment and Taxation and Ex-Officio Recorder
of Conveyances for said county, do hereby certify that the within instrument of
writing was received and recorded in book of records of said county.

                               Donald W. Mason, Director of
                               Assessment and Taxation, Ex-
                               Officio Chief Deputy Clerk
<PAGE>

         A Recording Service of
[LOGO] Transamerica Title Ins. Co.
               #26-14735
                02-41-02

                              ASSIGNMENT OF LEASE

ASSIGNORS:    WILLIAM F. BREENER and LORENE BRENNER

ASSIGNEE:     MARK S. HEMSTREET

DATE:         10/11/84

      1. Assignors, as defined above, hereby assign all their right, title and
interest in and to the lessee's interest of that certain Ground Lease dated
January 31, 1984, between WEST COAST SERVICE COMPANY, a general partnership, and
WILLIAM F. BRENNER and LORENE BRENNER, and CHI TSUNG PONG and WEN CHU PONG,
lessees, concerning the property as described in Exhibit A, attached hereto and
incorporated herein.

      2. Assignors warrant that the leasehold interest being assigned herein is
free and clear of liens and encumbrances. Assignors warrant that the Ground
Lease, as of the date of this Assignment is not in default and this Assignment
shall not constitute default under such lease.

      3. Assignee, as identified above, by acceptance of this Assignment, hereby
agrees to assume and by these presents does assume, all of the rights and
liabilities of the lessee under the Ground Lease described above.

      The true and actual consideration expressed in terms of dollars for this
assignment is $250,000.00.


ASSIGNORS:                                          ASSIGNEE:


/s/ William F. Brenner                              /s/ Mark S. Hemstreet
- -----------------------------                       ----------------------------
William F. Brenner                                  Mark s. Hemstreet


/s/ Lorene Brenner
- ------------------------------
Lorene Brenner


ASSIGNMENT OF LEASE - Page 1.
<PAGE>

STATE OF OREGON         )
                        ) ss.
County of Washington    )

      Personally appeared before me this 19th day of October, 1984, the above
named Mark S. Hemstreet and acknowledged the foregoing instrument to be his
voluntary act and deed.


[SEAL]                                        /s/ Irene M. Kamkas
                                              ------------------------
                                              Notary Public for Oregon
                                              My Commission Expires 8/17/86


STATE OF OREGON         )
                        ) ss.
County of Washington    )

      Personally appeared before me this 19th day of October, 1984, the above
named William F. Brenner and acknowledged the foregoing instrument to be his
voluntary act and deed.


[SEAL]                                        /s/ Irene M. Kamkas
                                              ------------------------
                                              Notary Public for Oregon
                                              My Commission Expires 8/17/86


STATE OF OREGON         )
                        ) ss.
County of Washington    )

      Personally appeared before me this 19th day of October, 1984, the above
named Lorene Brenner and acknowledged the foregoing instrument to be her
voluntary act and deed.


[SEAL]                                        /s/ Irene M. Kamkas
                                              ------------------------
                                              Notary Public for Oregon
                                              My Commission Expires 8/17/86


ASSIGNMENT OF LEASE - Page 2.
<PAGE>

Order No.: 1-608826-W

                                   EXHIBIT A

A tract of land in the Northwest one-quarter of Section 35, Township 1 South,
Range 1 West of the Willamette Meridian, in the City of Tigard, County of
Washington and State of Oregon, described as follows:

BEGINNING at the southwest corner of the D. L. Graham Donation Land Claim No.
52, Township 1 South, Range 1 West of the Willamette Meridian, in the City of
Tigard, County of Washington and State of Oregon, and running thence East along
the South line of said Donation Land Claim, 1007.9 feet to an iron pipe; thence
North 0(degrees) 28' East 843.9 feet to an iron pipe on the East line of that
certain tract of land conveyed to Andrew Wormsborg by deed recorded on Page 9 of
Volume 201 of Washington County, Oregon, Deed Records, which point in the true
place of beginning of the herein described tract; thence south 85(degrees) 58'
West 396.67 feet to a 1-inch iron shaft as reset at station 30+56.2 P.O.S.T. of
Washington County Road Plat No. 2043 (S.W. Greenburg Road) survey of April 1967,
thence along a curve to the right, with a radius of 686.2 feet and a long chord
which bears North 38(degrees) 16'45" of 48.81 feet to a 3/4 inch iron pipe;
thence along the East right-of-way of said C.R. 2043 North 40(degrees) 15' East
225.82 feet to a 3/4 inch iron pipe; thence South 74(degrees) 24' East 228.29
feet to a 1-inch channel iron; thence South 00(degrees) 16' West 121.39 feet to
a 1-inch iron pipe, the true point of beginning.

EASEMENT NO. 1

TOGETHER WITH a non-exclusive easement for road and utility purposes as set
forth in easement agreement recorded June 28, 1977 in Book 1178, page 69,
Washington County Deed Records.

EASEMENT NO. 2

TOGETHER WITH an easement for road and utility purposes as set forth in easement
agreement recorded July 20, 1979 with Fee No. 79028579.


                        STATE OF OREGON         )
                                                ) SS
                        County of Washington    )

                              I, Donald W. Mason, Director of Assessment and
                        Taxation and Ex-Officio Recorder of Conveyances for said
                        county, do hereby certify that the within instrument of
                        writing was received and recorded in book of records of
                        said county.

                                     Donald W. Mason, Director of
                                     Assessment and Taxation, Ex-
                                     Officio Chief Deputy Clerk
<PAGE>

         A Recording Service of
[LOGO] Transamerica Title Ins. Co.
               #26-14735
                02-41-02

                              ASSIGNMENT OF LEASE

ASSIGNORS:     CHI TSUNG PONG and WEN CHU PONT

ASSIGNEE:      MARK S. HEMSTREET

DATE:          10/19/84

      1. Assignors, as defined above, hereby assign all their right, title and
interest in and to the lessee's interest of that certain Ground Lease dated
January 31, 1984, between WEST COAST SERVICE COMPANY, a general partnership,
lessor; and WILLIAM F. BRENNER and LORENE BRENNER, and CHI TSUNG PONG and WEN
CHU PONG, lessees, concerning the property as described in Exhibit A, attached
hereto and incorporated herein.

      2. Assignors warrant that the leasehold interest being assigned herein is
free and clear of liens and encumbrances arising by or through Assignor.
Assignors warrant that the Ground Lease, as of the date of this Assignment is
not in default and this Assignment shall not constitute default under such
lease.

      3. Assignee, as identified above, by acceptance of this Assignment, hereby
agrees to assume and by these presents does assume, all of the rights and
liabilities of the lessee under the Ground Lease described above.

      The true and actual consideration expressed in terms of dollars for this
assignment is $[ILLEGIBLE].

ASSIGNORS:                                  ASSIGNEE:


/s/ Chi Tsung Pong                          /s/ Mark S. Hemstreet
- --------------------------                  -------------------------------
Chi Tsung Pong                              Mark S. Hemstreet


/s/ Wen Chu Pong
- --------------------------
Wen Chu Pong


ASSIGNMENT OF LEASE - Page 1.
<PAGE>

STATE OF OREGON         )
                        ) ss.
County of [ILLEGIBLE]   )

      Personally appeared before me on this 14th day of November, 1984, the
above named Mark S. Hemstreet and acknowledged the foregoing instrument to be
his voluntary act and deed.


                                            /s/ [ILLEGIBLE]
                                            -----------------------------
                                            Notary Public for Oregon
                                            My Commission Expires 8/2/85


STATE OF WASHINGTON     )
                        ) ss.
County of Pierce        )

      Personally appeared before me this 19th day of October, 1984, the above
named Chi Tsung Pong and acknowledged the foregoing instrument to be his
voluntary act and deed.


                                            /s/ [ILLEGIBLE]
                                            -----------------------------
                                            Notary Public for Washington
                                            My Commission Expires Jan. 1, 1988


STATE OF WASHINGTON     )
                        ) ss.
County of Pierce        )

      Personally appeared before me this 19th day of October, 1984, the above
named Wen Chu Pong and acknowledged the foregoing instrument to be her voluntary
act and deed.


                                            /s/ [ILLEGIBLE]
                                            -----------------------------
                                            Notary Public for Washington
                                            My Commission Expires Jan. 1, 1988


ASSIGNMENT OF LEASE - Page 2.
<PAGE>

Order No.: 1-608826-W

                                   EXHIBIT A

A tract of land in the Northwest one-quarter of Section 35, Township 1 South,
Range 1 West of the Willamette Meridian, in the City of Tigard, County of
Washington and State of Oregon, described as follows:

BEGINNING at the Southwest corner of the D. L. Graham Donation Land Claim No.
52, Township 1 South, Range 1 West of the Willamette Meridian, in the City of
Tigard, County of Washington and State of Oregon, and running thence East along
the South line of said Donation Land claim, 1007.9 feet to an iron pipe; thence
North 0(Degree)28' East 843.9 feet to an iron pipe on the East line of that
certain tract of land conveyed to Andrew Wormsborg by deed recorded on Page 9 of
Volume 201 of Washington, County, Oregon, Deed Records, which point is the true
place of beginning of the herein described tract; thence south 85(Degree)58'
West 396.67 feet to a 1-inch iron shaft as reset at station 30+56.2 P.O.S.T. of
Washington County Road Plat No. 2043 (S.W. Greenburg Road) survey of April 1967;
thence along a curve to the right, with a radius of 686.2 feet and a long chord
which bears North 38(Degree)16'45" East 48.81 feet to a 3/4 inch iron pipe;
thence along the East right-of-way of said C.R. 2043 North 40(Degree)15' East
225.82 feet to a 3/4 inch iron pipe; thence Sough 74(Degree)24' East 228.29 feet
to a 1-inch channel iron; thence South 00(Degree)16' West 121.39 feet to a
1-inch iron pipe, the true point of beginning.

EASEMENT NO. 1

TOGETHER WITH a non-exclusive easement for road and utility purposes as set
forth in easement agreement recorded June 28, 1977 in Book 1178, page 69,
Washington County Deed Records.

EASEMENT NO. 2

TOGETHER WITH an easement for road and utility purposes as set forth in easement
agreement recorded July 20, 1979 with Fee No. 79028579.

                                              STATE OF OREGON       )
                                                                    ) ss.
                                              County of Washington  )

                                                  I, Donald W. Mason,         
                                              Director of Assessment and
                                              Taxation and Ex-Officio
                                              Recorder of Conveyances for
                                              said county, do hereby certify
                                              that within instrument of
                                              writing was received and
                                              recorded in book of records of
                                              said county.
                                  
                                                    Donald W. Mason, Director of
                                                    Assessment and Taxation, Ex-
                                                    Officio Chief Deputy Clerk
<PAGE>

                               ASSIGNMENT OF LEASE

ASSIGNORS:        PROPERTY MANAGEMENT SERVICES, INC. AND
                  PAUL C. CHRISTIANSEN

ASSIGNEE:         MARK S. HEMSTREET

DATE:             October 24, 1984


      1. Assignors, as defined above, hereby assign all their right, title and
interest in and to the lessee's interest of that certain Ground Lease dated
January 31, 1984, between WEST COAST SERVICE COMPANY, a general partnership, and
WILLIAM F. BRENNER and LORENE BRENNER, and CHI TSUNT PONG and WEN CHU PONG,
lessees, concerning the property as described in Exhibit A, attached hereto and
incorporated herein.

      2. Assignors warrant that the leasehold interest being assigned herein is
free and clear of liens and encumbrances arising by or through Assignor.
Assignors warrant that the Ground Lease, as of the date of this Assignment is
not in default and this Assignment shall not constitute default under such
lease.

      3. Assignee, as identified above, by acceptance of this Assignment, hereby
agrees to assume and by these presents does assume, all of the rights and
liabilities of the lessee under the Ground Lease described above.

      The true and actual consideration expressed in terms of dollars for this
assignment is $400,000.00


ASSIGNORS                                      ASSIGNEES:

Property management
   Services, Inc.


By: /s/ [ILLEGIBLE]                             /s/ Mark S. Hemstreet
   --------------------------                  ----------------------
Its: President                                 Mark S. Hemstreet
    -------------------------


/s/ Paul E. Christensen
- -----------------------------
Paul E. Christensen
  Individually
<PAGE>

Order No.: 1-608826-W

                                   EXHIBIT A

A tract of land in the Northwest one-quarter of Section 35, Township 1 South,
Range 1 West of the Willamette Meridian, in the City of Tigard, County of
Washington and State of Oregon, described as follows:

BEGINNING at the Southwest corner of the D. L. Graham Donation Land Claim No.
52, Township 1 South, Range 1 West of the Willamette Meridian, in the City of
Tigard, County of Washington and State of Oregon, and running thence East along
the South line of said Donation Land claim, 1007.9 feet to an iron pipe; thence
North 0(Degree)28' East 843.9 feet to an iron pipe on the East line of that
certain tract of land conveyed to Andrew Wormsborg by deed recorded on Page 9 of
Volume 201 of Washington, County, Oregon, Deed Records, which point is the true
place of beginning of the herein described tract; thence south 85(Degree)58'
West 396.67 feet to a 1-inch iron shaft as reset at station 30+56.2 P.O.S.T. of
Washington County Road Plat No. 2043 (S.W. Greenburg Road) survey of April 1967;
thence along a curve to the right, with a radius of 686.2 feet and a long chord
which bears North 38(Degree)16'45" East 48.81 feet to a 3/4 inch iron pipe;
thence along the East right-of-way of said C.R. 2043 North 40(Degree)15' East
225.82 feet to a 3/4 inch iron pipe; thence Sough 74(Degree)24' East 228.29 feet
to a 1-inch channel iron; thence South 00(Degree)16' West 121.39 feet to a
1-inch iron pipe, the true point of beginning.

EASEMENT NO. 1

TOGETHER WITH a non-exclusive easement for road and utility purposes as set
forth in easement agreement recorded June 28, 1977 in Book 1178, page 69,
Washington County Deed Records.

EASEMENT NO. 2

TOGETHER WITH an easement for road and utility purposes as set forth in easement
agreement recorded July 20, 1979 with Fee No. 79028579.

                                              STATE OF OREGON       )
                                                                    ) ss.
                                              County of Washington  )

                                                  I, Donald W. Mason,         
                                              Director of Assessment and
                                              Taxation and Ex-Officio
                                              Recorder of Conveyances for
                                              said county, do hereby certify
                                              that within instrument of
                                              writing was received and
                                              recorded in book of records of
                                              said county.
                                  
                                                    Donald W. Mason, Director of
                                                    Assessment and Taxation, Ex-
                                                    Officio Chief Deputy Clerk
<PAGE>

                         LESSOR'S CONSENT AND AGREEMENT
                           TO ASSIGNMENT OF LEASE AND
                         MORTGAGE OF LEASEHOLD INTEREST

WEST COAST:         West Coast Service Company,
                    a general partnership com-
                    prised of Robert M. Schaefer
                    and Sally Jo Schaefer, husband
                    and wife, Clifford G. Potter
                    and Phyllis J. Potter, husband
                    and wife, and Gerald V. Miller,
                    a single man.

HEMSTREET:          Mark S. Hemstreet

BANK:               United States National Bank of Oregon

                                    RECITALS

      A. West coast is the Lessor of that certain Lease (hereinafter referred to
as the Ground Lease) dated January 31, 1984 by and between West Coast as Lessor
and William F. Brenner and Lorene Brenner (hereinafter referred to as
"Brenner"), husband and wife, and Chi Tsung Pong and Wen Chu Pong, husband and
wife, as Lessees. The legal description of the property is attached as Exhibit
"A".

      B. Brenner is nearing completion of construction of an eighty (80) unit
motel on the property.

      C. Hemstreet desires to purchase the motel and acquire the Lessee's
interest in the Ground Lease and in connection therewith needs the consent of
West Coast to such assignment. Hemstreet also desires the consent of West Coast
to the use by Hemstreet of the Lessee's interest in the Ground Lease as
collateral.


PAGE 1 - LESSOR'S CONSENT AND AGREEMENT TO ASSIGNMENT OF LEASE AND MORTGAGE OF
         LEASEHOLD INTEREST.
<PAGE>

      THE PARTIES AGREE AS FOLLOWS:

      1. West Coast hereby consents to the assignment of the Lessee's interest
in the Ground Lease to Hemstreet. Hemstreet agrees to assume, and by these
presents does assume, liability for the obligations of the Lease under the
Ground Lease.

      2. West Coast accepts and approves plans for the construction and actual
construction of the motel upon the property.

      3. West Coast confirms that as of the date hereof, the Ground Lease is not
in default and the rent under such lease is paid current through and including
the month of October, 1984.

      4. West Coast hereby consents to the assignment by Hemstreet of all of
Hemstreet's right, title and interest in and to the Ground Lease to Bank as
partial security for a loan or loans made or to be made to Hemstreet.

            4.1 In the event of any default in the payment of rent under the
      Ground Lease, West Coast hereby agrees not to terminate the Ground Lease
      or take any action to evict Hemstreet or any other person, or to enforce
      any claim with respect thereto without giving Bank at least thirty (30)
      days prior written notice thereof, and the right to cure such default
      within such thirty (30) day period.

            4.2 In the event of default by Hemstreet of any other term of the
      Ground Lease which is curable or preventable by Bank, the Bank shall have
      sixty (60) days after receipt of notice within which to (a) prevent or
      cure the default set forth in the notice, if preventable or curable within
      such period, or (b) commence and thereafter continue with diligence to
      prevent or cure said default, if not preventable or curable within such
      period. So long as the Bank


PAGE 2 - LESSOR'S CONSENT AND AGREEMENT TO ASSIGNMENT OF LEASE AND MORTGAGE OF
         LEASEHOLD INTEREST.
<PAGE>

      causes the Ground Lease covenants to be performed, West Coast shall not
      terminate the Ground Lease or accelerate payments due under the Ground
      Lease.

            4.3 West Coast agrees not to exercise any right it may have to
      terminate the Ground Lease or accelerate payment due under the Ground
      Lease by reason of bankruptcy or insolvency of Hemstreet, or by reason of
      any private or judicial sale of the leasehold interest by the Bank, or for
      any other reason which cannot be cured by the Bank so long as the Bank
      causes all curable covenants of the Ground Lease to be kept, including all
      payments required to be made by Hemstreet.

            4.4 In the event of default by Hemstreet or Hemstreet's assigns
      under the Ground Lease or under any note or agreement with Bank, Bank may,
      so long as it cures any default on the Ground Lease, exercise such rights
      as Bank may have against Hemstreet, including the right to take possession
      of the premises, foreclose Hemstreet's interest in the Ground Lease and
      premises as permitted by law, and reassign, sell, and/or subject to
      written approval of West Coast, which approval shall not be unreasonably
      withheld.

      5.0 Neither this agreement, the Assignment of the Ground Lease as Security
(being executed concurrently between Bank and Hemstreet), nor any action taken
under either agreement shall be construed as giving rise to any duty,
responsibility or liability on the part of Bank to West Coast.


PAGE 3 - LESSOR'S CONSENT AND AGREEMENT TO ASSIGNMENT OF LEASE AND MORTGAGE OF
         LEASEHOLD INTEREST
<PAGE>

      6.0 Provided that Hemstreet is personally liable on such obligation, the
consent granted to use the Ground Lease as security, and West Coast's agreement
to give the lender sixty (60) days' notice to cure a default, shall likewise
apply to any refinance or loan obtained by Hemstreet from any other bank,
savings and loan, financial institution or individual; provided always, however,
that West Coast shall not be obligated to give notice to any person claiming a
security interest in the Lessee's interest in the Ground Lease unless and until
West Coast has been provided written notice of such person's interest.

      7.0 Nothing in this agreement shall be construed to allow Hemstreet to
further assign his Lessee's interest in the Ground Lease (except as collateral)
without the written consent of West Coast. Nothing in this agreement shall be
construed to create any personal liability on the part of West Coast, or any of
its partners, for any loans obtained by Hemstreet, or any other persons, secured
by the Ground Lease. Nothing in this agreement shall be construed as a
subordination, or an agreement to subordinate by West Coast of its right, title
and interest on the property.

      IN WITNESS WHEREOF, the parties have executed this agreement.

      DATED this 13th day of November, 1984.


                                             /s/ Mark S. Hemstreet
                                            ------------------------
                                               Mark S. Hemstreet

STATE OF OREGON       )
                      ) ss.
County of Washington  )

      Personally appeared before me this 13 day of November, 1984, the above
named Mark S. Hemstreet and acknowledged the foregoing instrument to be his
voluntary act and deed.

                                            /s/ Irene M. Kanakas
                                            --------------------------------
                                            Notary Public for Oregon
                                            My Commission Expires: 8/17/86


PAGE 4 - LESSOR'S CONSENT AND AGREEMENT TO ASSIGNMENT OF LEASE AND MORTGAGE OF
         LEASEHOLD INTEREST
<PAGE>

                                    UNITED STATES NATIONAL BANK
                                    OF OREGON


                                    By: /s/ [SIGNATURE ILLEGIBLE]
                                       --------------------------
                                    Its: /s/ [SIGNATURE ILLEGIBLE]
                                       ---------------------------


STATE OF OREGON      )
                     ) ss.
County of Multnomah  )

      Personally appeared before me this 14th day of November, 1984, as Asst. V.
Pres. of United States National Bank of Oregon, being first duly sworn, did say
that said instrument was signed on behalf of said corporation by authority of
its board of directors and they acknowledged said instrument to be its voluntary
act and deed.


                                    /s/ [SIGNATURE ILLEGIBLE]
                                    ---------------------------
                                    Notary Public for Oregon
                                    My Commission Expires: 8/2/85


                                    WEST COAST SERVICE COMPANY


                                    By: /s/ Robert M. Schaefer
                                       --------------------------
                                       Robert M. Schaefer


STATE OF WASHINGTON  )
                     ) ss.
County of Clark      )

      Personally appeared before me this 8th day of November, 1984, the above
named Robert M. Schaefer and acknowledged the foregoing instrument to be his
voluntary act and deed.

                                    /s/ Katherine J. Helt
                                    ----------------------------
                                    Notary Public for Oregon
                                    My Commission Expires: 11-29-86


PAGE 5 - LESSOR'S CONSENT AND AGREEMENT TO ASSIGNMENT OF LEASE AND MORTGAGE OF
         LEASEHOLD INTEREST
<PAGE>

                                    By: /s/ Sally Jo Schaefer
                                       --------------------------
                                       Sally Jo Schaefer


STATE OF WASHINGTON  )
                     ) ss.
County of Clark      )


      Personally appeared before me this 8th day of October, 1984, the above
named Sally Jo Schaefer and acknowledged the foregoing instrument to be her
voluntary act and deed.


                                    /s/ Katherine J. Helt
                                    ------------------------
                                    Notary Public for Oregon
                                    My Commission Expires: 11-29-86


                                    By: /s/ Clifford G. Potter
                                       ------------------------
                                       Clifford G. Potter


STATE OF WASHINGTON  )
                     ) ss.
County of Clark      )


      Personally appeared before me this 8th day of November, 1984, the above
named Clifford G. Potter and acknowledged the foregoing instrument to be his
voluntary act and deed.


                                    /s/ Katherine J. Helt
                                    ----------------------------
                                    Notary Public for Oregon
                                    My Commission Expires: 11-29-96


PAGE 6 - LESSOR'S CONSENT AND AGREEMENT TO ASSIGNMENT OF LEASE AND MORTGAGE OF
         LEASEHOLD INTEREST
<PAGE>

                                    By: /s/ Phyllis J. Potter
                                       ---------------------------
                                       Phyllis J. Potter


STATE OF WASHINGTON  )
                     ) ss.
County of Clark      )


      Personally appeared before me this 8th day of November, 1984, the above
named Phyllis J. Potter and acknowledged the foregoing instrument to be her
voluntary act and deed.


                                    /s/ Katherine J. Helt
                                    -------------------------------
                                    Notary Public for Oregon
                                    My Commission Expires: 11-29-86


                                    By: /s/ Gerald V. Miller
                                       ------------------------------
                                       Gerald V. Miller


STATE OF WASHINGTON  )
                     ) ss.
County of Clark      )


      Personally appeared before me this 8th day of November, 1984, the above
named Gerald V. Miller and acknowledged the foregoing instrument to be his
voluntary act and deed.


                                    /s/ Katherine J. Helt
                                    ---------------------------
                                    Notary Public for Oregon
                                    My Commission Expires: 11-29-86


PAGE 7 - LESSOR'S CONSENT AND AGREEMENT TO ASSIGNMENT OF LEASE AND MORTGAGE OF
         LEASEHOLD INTEREST
<PAGE>

Order No.: 1-608826-W

                                   EXHIBIT A

A tract of land in the Northwest one-quarter of Section 35, Township 1 South,
Range 1 West of Willamette Meridian, in the City of Tigard, County of Washington
and State of Oregon, described as follows:

BEGINNING at the Southwest corner of the D. L. Graham Donation Land Claim No.
52, Township 1 South, Range 1 West of the Willamette Meridian, in the City of
Tigard, County of Washington and State of Oregon, and running thence East along
the South line of said Donation Land Claim, 1007.9 feet to an iron pipe; thence
North 0(Degree)28' East 843.9 feet to an iron pipe on the East line of that
certain tract of land conveyed to Andrew Wormsborg by deed recorded on Page 9 of
Volume 201 of Washington County, Oregon, Deed Records, which point is the true
place of beginning of the herein described tract; thence South 85(Degree)58'
West 396.67 feet to a 1-inch iron shaft, as reset at station 30+56.2 P.O.S.T. of
Washington County Road Plat No. 2043 (S.W. Greenburg Road) survey of April 1967;
thence along a curve to the right, with a radius of 686.2 feet and a long chord
which bears North 38(Degree)16'45" East 48.81 feet to a 3/4 inch iron pipe;
thence along the East right-of-way of said C.R. 2043 North 40(Degree)15' East
225.82 feet to a 3/4 inch iron pipe; thence South 74(Degree)24' East 228.29 feet
to a 1-inch channel iron; thence South 00(Degree)16' West 121.39 feet to a
1-inch iron pipe, the true point of beginning.

EASEMENT NO. 1

TOGETHER WITH a non-exclusive easement for road and utility purposes as set
forth in easement agreement recorded June 28, 1977 in Book 1178, page 69,
Washington County Deed Records.

EASEMENT NO. 2

TOGETHER WITH an easement for road and utility purposes as set forth in easement
agreement recorded July 20, 1979 with Fee no. 79028579.
<PAGE>

                                      LEASE


      THIS LEASE, made and entered into this 31st day of January, 1984, by and
between WEST COAST SERVICE COMPANY, a general partnership comprised of ROBERT M.
SCHAEFER AND SALLY JO SCHAEFER, husband and wife, CLIFFORD G. POTTER and PHYLLIS
J. POTTER, husband and wife, and GERALD V. MILLER, a single man, whose address
is Lincoln Center, Suite 205B, 10250 S.W. Greenburg Road, Portland, Oregon,
97223, as Lessor (hereinafter referred to as "Lessor") and WILLIAM F. BRENNER
and LORENE BRENNER, husband and wife, whose address is 10895 S.W. Fifth,
Beaverton, Oregon 97005, and CHI TSUNG PONG and WEN CHU PONG, husband and wife,
whose address is 9602 19th S.E., Everett, WA 98204, as Lessee (hereinafter
referred to as "Lessee").

                               W I T N E S S E T H

      1. (a) Premises. Lessor hereby leases to Lessee and Lessee hereby leases
of and from Lessor that certain real property situated in Washington County,
Oregon, described as the "Leased Premises" on Exhibit "A" attached hereto and
incorporated herein by this reference as though set forth at full length,
(hereinafter referred to as the "premises"), for the term and at the rental and
upon the covenants, conditions and stipulations hereinafter set forth. The
Lessee accepts the real property and all of its exceptions including access in
accordance with the title insurance report which is attached hereto as Exhibit
"B" and incorporated herein by reference. It is further agreed that this lease
is based upon the findings of the Tigard Planning Department which were outlined
in the Staff Report dated November 28, 1963, a copy of which is attached hereto
as Exhibit C, and incorporated herein by reference. Lessee agrees to comply and
pay for the requirements of City of Tigard, Oregon.

            (b) Business Purposes. The premises shall be used solely for a motel
complex.

      2. Term. The term of this lease shall be for thirty (30) years and five
(5) months commencing on February 1, 1984, with rent for the leased land to
commence July 1, 1984.

      3. Option to Renew.

            (a) The Lessee shall have the option to renew this lease for an
      additional term of ten (10) years upon the same terms and conditions as
      herein provided, except the rental shall be increased by 5 percent from
      the prior rental year. At the expiration of each twelve (12) calendar
      months of the renewed lease term, the base rent shall increase by five
      percent (5%) of the previous year's rent. The notice of renewal of said
      lease must be given by Lessee to Lessor at least one hundred and eighty
      (180) days in advance of the end of the original term.

            (b) If the Lessee elects to renew for a second ten (10) year
      additional term at the end of the original term, he may, at the end of the
      renewal period of ten (10) years, elect to renew said lease for an
      additional ten (10) years at the end of the first renewal period with the
      same terms and conditions as the first renewal period. The notice of
      renewal of said lease must be given by Lessee to Lessor at least one
      hundred and eighty (180) days in advance of the end of the renewal term.
      Rent shall increase five percent (5%) per year each year on a compounded
      basis.

            (c) In addition, Lessee shall continue to be responsible for the
      payment of taxes and assessments and all other items and conditions of
      this agreement on said property and for any sums required to be paid by
      Lessee under the sales tax laws of the State of Washington.


                                       -1-
<PAGE>

      4. Rental.

            (a) Lessee shall pay to Lessor a base rent at the rate of Two
      Thousand Five Hundred and 00/100 Dollars ($2,500.00) per month for the
      first full twelve (12) calendar months of the lease term. At the
      expiration of the first twelve (12) calendar months of the lease term and
      every year thereafter, the base rent shall increase by 5 percent of the
      previous year's rent.

            (b) All rental payments shall be payable In lawful money of the
      United States at such place as Lessor may from time to time designate by
      notice in writing to Lessee.

            (c) Except as provided in subparagraph (a) above, all rental
      payments shall be paid monthly, in advance, on or before the first day of
      each calendar month. Rental for any part of a month shall be pro-rated.

      5. Construction of Building and Improvements. Lessee agrees that it will
construct on the premises a modern motel, together with usual and necessary
appurtenances (hereinafter referred to as the "Improvements"). The building will
be constructed so as to contain not less that eighty (80) motel units and the
plans and specifications shall be subject to written approval of Lessor, which
approval will not be unreasonably withheld. Lessee agrees to construct said
improvements in accordance with the following conditions:

            (a) Lessee shall pay all costs and expenses arising out of or in
      connection with the construction of said improvements, including payment
      of the debt obtained for construction financing. Lessee further agrees
      that it will make payments of all such costs and expenses promptly when
      due and without unjustified delay.

            (b) Lessee shall immediately, upon execution of this lease, begin
      the preparation of plans and specifications for the improvements, and
      commence, construct and complete the same without undue interruption or
      delay. Lessee, however, shall not be in default hereunder by reason of any
      interruption or delay in the preparation of the plans and specifications
      or in the commencement, construction or completion of the improvements
      caused by Acts of God, acts of Lessor, strikes, boycotts or other matters
      beyond the control of, or not reasonably foreseeable by Lessee.

            (c) Said improvements shall comply in all respects with the laws,
      ordinances and regulations of governmental bodies and agencies having
      jurisdiction over the manner and method of construction of said building.

            (d) Lessee shall immediately upon commencing the physical work on
      said improvements notify Lessor that such work has been commenced.

            (e) Lessee shall cause one (1) complete set of all plans,
      specifications and other basic engineering drawings and data used in the
      construction of the


                                       -2-
<PAGE>

      improvements to be made available to Lessor as such plans are prepared and
      made available for the use of Lessee. However, all such plans,
      specifications and other basic engineering drawings and data shall at all
      times be and remain the property of Lessee whether or not the improvements
      for which they are prepared are constructed, and cannot be used by Lessor
      for any other project or purpose or be made available by Lessor to any
      third party for any purpose whatsoever without the written consent of
      Lessee.

            (f) Upon completion of construction, Lessee shall deliver to Lessor
      copies of all "as built" plans.

      6. Compliance with Tigard Planning Department.

            (a) It Is understood that Lessee agrees to bear all costs and
      expenses involved in making the land and motel complex comply with the
      guidelines established in the Staff Report of the Tigard Planning
      Department attached hereto as Exhibit "C".

            (b) It is also understood that Lessee acknowledges that at some time
      during the lease and/or renewal term that it may be necessary to dedicate
      a 10' right of way to the City of Tigard and Lessee agrees that said
      dedication will have no effect upon the terms and conditions of this
      lease.

      7. Taxes.

            (a) Lessee shall pay to Lessor, at least thirty (30) days prior to
      the last day when payment can be made without interest or penalty, all ad
      valorem real estate taxes levied upon and assessed against the premises
      (and the building and other improvements to be constructed thereon) which
      are due and payable during the term of this lease. Taxes assessed covering
      a fractional year at the commencement or termination of this lease shall
      be pro-rated between the parties provided that if any such taxes are
      assessed only for the portion of the year during which Lessee is entitled
      to possession of the premises, then Lessee shall pay all such taxes for
      such portion of the year. Lessor shall ensure that all bills which Lessor
      receives, If any, for ad valorem taxes which are to be paid by Lessee are
      sent or forwarded to Lessee within sufficient time to permit timely
      control thereof and/or remittance in the normal course of business.

            (b) Special assessments applicable to the premises shall be paid by
      Lessee to Lessor at least thirty (30) days prior to the last day when
      payment can be made without interest or penalty, but only to the extent
      that such assessments become due and payable in full or in installments
      during the term of the lease. Those installments which were due and
      payable before the commencement of the original term of the lease or which
      are due and payable after the termination of the lease shall be the sole
      responsibility and expense of the Lessor. For purposes of this section
      (b), except for payments or installments already paid, payment in
      installments over the longest possible term shall be


                                      -3-
<PAGE>

      deemed to have been elected in any instance where a determinable option so
      to pay exists, or may exist, and Lessee shall bear the expense of only
      such installments which become due, payable and delinquent during the
      lease under the installment option. Lessor shall give to Lessee timely
      notice of, and any opportunity to participate in, all hearings and
      negotiations regarding special assessments affecting the demised premises.
      Special assessments due and payable during the calendar years in which
      this lease commences and terminates shall be pro-rated between the
      parties.

            (c) Lessee shall have the right in its name or the name of Lessor if
      required to contest or review by administrative or legal proceedings all
      or any part of any tax or special assessment which Lessee is required to
      pay hereunder. Lessor shall cooperate in such reasonable ways as may be
      necessary to further any such procedure by Lessee.

            (d) Lessee shall pay as the same become due and payable all personal
      property taxes, special assessments and other charges levied upon or
      assessed against the fixtures owned by Lessee and located on the premises
      and which are, or will become, a lien against the premises.

            (e) Lessee shall pay as the same become due and payable all state
      income taxes on the rent payable under this lease.

      8. Insurance.

            (a) Lessee shall at all times during the term of this lease and any
      extension hereof, at Lessees own expense, keep in effect and force fire
      and extended coverage fire insurance in an amount equal to 90 percent of
      replacement cost.

            (b) Such insurance shall be procured from responsible insurance
      companies authorized to do business in the State of Oregon.

            (1) In the event that lose results from damage which Lessee is
            obligated to repair, under the provisions of Article 9 hereof, the
            proceeds shall be used to pay the cost of such repairs.

            (2) In the event that loss results from total or substantial
            destruction of the improvements, the Lessee shall rebuild said
            improvements under the provisions of Article 9 hereof, then such
            proceeds shall be used for such rebuilding, with any balance
            remaining being paid to Lessee.

            (3) Lessee agrees to hold Lessor exempt and harmless from any damage
            or injury to any person, including death resulting therefrom and to
            any goods, wares, merchandise and other property, real or personal
            or any person whether on said premises or not, arising from the use
            of said premises, and Lessee shall, without altering or modifying
            the foregoing covenants, obtain, pay for and maintain throughout the
            term of this lease public liability insurance in a company
            satisfactory to Lessor, naming Lessor and Lessee therein as insureds
            and providing for comprehensive liability coverage


                                       -4-
<PAGE>

            against injury to any one person in an amount of not less that Two
            Million and 00/100 Dollars ($2,000,000.00), and Lessee shall deliver
            to Lessor copies of all policies or certificates of insurance
            companies providing said policies that Lessee is required to keep in
            force under the provisions of Article B. The amount of the coverage
            shall be increased every three (3) years using the Insurance
            Carrier's Appraisals and Recommendations. The provisions of this
            subparagraph (3) shall not apply to damage, injury or death
            resulting from the acts or negligence of Lessor.

      9. Destruction. In the event that the improvements or any part thereof are
destroyed by fire or other casualty at any time or times during the term of this
lease, Lessee shall commence the work of repair or replacement with due
diligence and carry the work of repair or replacement through to completion
without undue interruption or delay, other than interruptions or delays beyond
the control of Lessee. Lessee shall, in making such repairs or replacements,
follow the original plans and specifications of said improvements to the extent
practicable (subject to requirements of governmental agencies) unless new and
different plans and specifications are mutually agreed upon by Lessee and
Lessor. Lessee shall be entitled to receive the proceeds of the insurance
hereinbefore required under Paragraph 6 hereof, to pay for the cost of such
repairs or replacements.

      10. Maintenance. Lessee shall keep the premises and Improvements in good
and sanitary order and repair, replacing all broken glass with glass of the same
size and quality of that broken, and shall keep the premises, improvements and
all things connected therewith, including adjacent sidewalks, in a clean and
healthy condition and in good repair, in accordance with the city ordinances or
the City of Tigard, State of Oregon, and the direction of the public officers
having jurisdiction over the premises, during the term of this lease, at its own
expense. On the termination of this lease, in any way, Lessee will yield upon
the premises to Lessor in good condition and repair, loss by fire or other
casualty and ordinary wear and tear excepted, provided, however, Lessor may
elect to require the Lessee to cause all improvements to be removed and all
excavations caused by construction to be filled. The Lessor's election shall be
made in writing. Lessor shall not, during the term of this lease, be required to
make any repairs to the premises and improvements.

      11. Utilities. Lessee shall pay all charges for steam, gas, electricity,
lights, water, heat, power, sewer and other services used in and for the
premises leased hereunder, and shall indemnify Lessor against any liability on
such account.

      12. Condemnation. If any part of the premises shall be taken by any public
authority under the power of eminent domain, then the term of this lease shall
cease as to the part so taken from the day possession of the part so taken is
denied or constructively denied to Lessee. In the event of a partial taking of
the premises which does not affect the value of the rental income from the
building and/or improvements constructed by Lessee but affects only the land.
Lessor shall be entitled to any sums that may be awarded as compensation for the
part of the premises so taken. In the event that all of the premises are taken
or so much of said premises are taken as to render the use of the remainder
thereof impracticable or to affect the value of the rental income from the
building and improvements constructed by Lessee, Lessee may, on or before the
day Lessee is denied or constructively denied physical possession of the
condemned property, elect in writing to cancel the lease agreement. In the
event, however, Lessee chooses to remain in possession of the remaining portion
of the premises after said date, the rents payable by Lessee to Lessor shall be
equitably reduced. Except as hereinbefore provided with respect to the
condemnation of a portion of the premises that does not affect the value of or
the rental


                                       -5-
<PAGE>

income from the building and improvements, the amount of the condemnation award
attributable to the real property (but not the improvements) shall be payable to
Lessor and the remainder of the award shall next be paid to Lessee.

      13. Alterations. Lessee shall not, without the written consent of Lessor
which shall not be unreasonably withheld, make any alterations or modifications
that would substantially affect the architectural integrity of improvements or
affect the utility of the improvements for the business purpose set out for
which the premises herein are leased.

      14. Assignment. Except as hereinabove provided, Lessee shall have no right
to assign this lease or sublet all or any portion of the property without the
prior written approval of Lessor.

      15. Financing. It is hereby agreed that Lessee shall have the right to
encumber only the motel and not the land for construction purposes provided that
the term of any such encumbrances shall not extend beyond the term of this
lease. The Lessee shall not encumber the land being leased in any way in its
construction or operation under this lease.

      16. Termination. All buildings and improvements and fixtures placed upon
the leased premises by the Lessee shall be and remain the property of the Lessee
so long as this lease shall remain in effect. Upon termination of this lease, by
expiration of time, by agreement or for default of the Lessee, all such
buildings and improvements and fixtures (except trade fixtures) shall become the
property of the Lessor, its successors and assigns, together with all rights of
the Lessee, its successor, and assigns, and occupants of the premises at that
time. To make this provision self-executing, Lessee covenants and agrees that
upon termination of this lease, title to all the improvements and fixtures
(except trade fixtures) shall pass to Lessor, its successors and assigns
forthwith and without the necessity of any further conveyance or assignment.

      17. Default. Each of the following shall be deemed a default by Lessee and
a breach of this lease:

            (a) A default in the payment of rent herein reserved, or any part
      thereof, for a period of ten (10) days.

            (b) A default in the performance of any other covenant or condition
      of this lease on the part of Lessee to be performed, for a period of
      thirty (30) days after service of notice by Lessor on Lessee.

            In the event of a default by Lessee as specified in subparagraph
      15(a) hereof, and after the expiration of ten (10) days from the date of
      receipt of written notice by Lessor to Lessee during which time Lessee
      shall have the right to cure such default, Lessor may serve a written
      notice upon Lessee that Lessor elects to terminate this lease, and this
      lease shall then expire on the date specified in such notice as if that
      date had been originally fixed as the expiration date of the term herein
      demised. In the event of default of Lessee as specified in subparagraph
      15(b) hereof, and at any time thereafter until such time as such default
      is cured, Lessor may serve a written notice upon Lessee that Lessor elects
      to terminate this lease upon a specified date not less than thirty (30)
      days after the date of service of such notice, and in the event that such
      default is not cured prior thereto (or is such additional period of time
      as may be required in the case of a curable default not susceptible to
      cure within thirty (30) days, provided Lessee undertakes to cure the same
      within the thirty (30) days and thereafter


                                       -6-
<PAGE>

      diligently prosecutes the same to completion), this lease shall then
      expire on the date so specified as if that date had been originally fixed
      as the expiration date of the term herein demised.

            (c) Notwithstanding any termination of this lease, the Lessee shall
      continue to be liable to Lessor for the damages caused by the breach of
      the lease.

      18. Remedies.

            (a) In the event of any termination of this lease by reason of any
      default or breach of Lessee as provided herein, Lessor shall be entitled
      to recover from Lessee and Lessee shall pay to Lessor as liquidated
      damages for such breach the following:

            (1) An amount equal to all expenses, if any, including reasonable
            attorneys' fees, incurred by Lessor in recovering possession of the
            demised premises, and all reasonable costs and charges for the care
            of said premises while vacant, which shall be due and payable by the
            Lessee to Lessor at such time or times as such expenses are incurred
            by Lessor; and

            (2) An amount equal to the amount of rent reserved under the lease,
            less the net rent collected by Lessor on reletting the premises,
            which shall be due and payable by Lessee to Lessor in the several
            days in which the rent reserved in this lease would have become due
            and payable.

            (b) In the event of a default by Lessee in the payment of rent or
      otherwise, Lessor may elect to continue this lease and pursue an action
      against Lessee to collect such unpaid rent or to otherwise remedy any such
      default by Lessee.

            (c) All remedies, rights and options accorded herein or otherwise
      available to the Lessor shall be cumulative, and no one such remedy, right
      or option shall be exclusive of any other, and the pursuit of any such
      remedy, right or option shall not be deemed to waive any other or
      different remedy or relief to which Lessor might otherwise be entitled
      either at law or in equity.

      19. Successors. This lease and each and all of its terms and provisions
shall be binding upon and inure to Lessor and Lessee and each of them, their
successors and assigns.

      20. Notices. Any notice to be given by Lessee shall be personally
delivered to Lessor, or may be made by certified mail, return receipt requested,
at Lincoln Center, Suite 205B, 10250 S.W. Greenburg Road, Portland, Oregon,
97223, or at such address an Lessor shall hereafter designate in writing to the
Lessee and any notice to be given by the Lessor shall be personally delivered to
Lessee or may be made by certified mail, return receipt requested, to the Lessee
at 10895 S.W. Fifth Beaverton, Oregon, 97005, or at such other address as Lessee
shall designate in writing to the Lessor. Lessee shall promptly notify the
Lessor within five (5) days of its receipt of any notice received from the
holder of any security interest therein that specifies any default believed to
exist by the said holder of any encumbrance on the building that specifies any
default believed to exist by the encumbrance holder and/or its successors and
assigns and such notice shall be given as provided herein for other notices.


                                       -7-
<PAGE>

      21. Waiver. The waiver by Lessor of any breach by the Lessee of any term,
covenant or condition herein contained shall not be deemed to be a waiver of any
subsequent breach of the same or any other term, covenant or condition herein
contained.

      22. Short Form Lease. The parties hereto mutually agree that at the time
of the execution of this lease they will also execute and acknowledge a short
form lease which shall be recorded prior to the date that a loan for the purpose
of financing the construction of the improvements hereunder or any other purpose
is placed of record.

      23. Entire Undertaking. This lease contains the entire understanding of
the parties hereto, and they acknowledge that there is no other written or oral
understanding or promise between the parties in respect to the premises, and
that no representations except those that may be contained herein have been
made.

      24. Paragraph Headings. The paragraph headings in this lease are inserted
for convenience and are not intended to indicate completely or accurately the
contents of the paragraphs they introduce.

      25. Attorneys' Fees. In the event it is necessary for either party to
employ an attorney to enforce the terms of this lease, or to file an action to
enforce any terms, conditions or rights under the lease, or to defend any
action, then the prevailing party in any such action shall be entitled to
recover from the other all reasonable attorneys' fees, costs and expenses as may
be fixed by the court, and such attorneys' fees, costs and expenses may be made
a part of any award or judgment entered.

      26. Quiet Possession. Lessor warrants that Lessee will enjoy peaceful and
quiet possession of the premises.

      IN WITNESS WHEREOF, the parties hereto have set their hands the day and
year first above written.


LESSOR:                                   LESSEE:

WEST COAST SERVICE COMPANY

/s/Robert M. Schaefer                     /s/William F. Brenner
- ---------------------------               ----------------------------
Robert M. Schaefer                        William F. Brenner


/s/Sally Jo Schaefer                      /s/Lorene Brenner
- ---------------------------               ----------------------------
Sally Jo Schaefer                         Lorene Brenner


/s/Clifford G. Potter                     /s/Chi Tsung Pong
- ---------------------------               ----------------------------
Clifford G. Potter


/s/Phyllis J. Potter                      /s/Wen Chu Pong
- ---------------------------               ----------------------------
Phyllis J. Potter


/s/Gerald V. Miller
- ---------------------------
Gerald V. Miller


                                       -8-
<PAGE>

STATE OF WASHINGTON            )
                               ) ss.
County of Clark                )

      On this day personally appeared before me ROBERT M. SCHAEFER and SALLY JO
SCHAEFER, husband and wife, to me known to be the individuals described in and
who executed the within and foregoing instrument, and acknowledged that they
signed the same as their free and voluntary act and deed, for the uses and
purposes therein mentioned.

      GIVEN under my hand and official seal this 6th day of February, 1984.


                                          [SIGNATURE ILLEGIBLE]
                                          ----------------------------------
                                          Notary Public in and for the State
                                          of Washington, residing at
                                          [ILLEGIBLE]
                                          ----------------------------------


STATE OF WASHINGTON            )
                               ) ss.
County of Clark                )

      On this day personally appeared before me CLIFFORD G. POTTER and PHYLLIS
J. POTTER, husband and wife, to me known to be the individuals described in and
who executed the within and foregoing instrument, and acknowledged that they
signed the same as their free and voluntary act and deed, for the uses and
purposes therein mentioned.

      GIVEN under my hand and official seal this [ILLEGIBLE] day of February,
1984.


                                          [SIGNATURE ILLEGIBLE]
                                          ----------------------------------
                                          Notary Public in and for the State
                                          of Washington, residing at
                                          [ILLEGIBLE]
                                          ----------------------------------


STATE OF WASHINGTON            )
                               ) ss.
County of Clark                )

      On this day personally appeared before me GERALD V. MILLER, a single man,
to me known to be the individual described in and who executed the within and
foregoing instrument, and acknowledged that he signed the same as his free and
voluntary act and deed, for the uses and purposes therein mentioned.

      GIVEN under my hand and official seal this [ILLEGIBLE] day of February,
1984.


                                          [SIGNATURE ILLEGIBLE]
                                          ----------------------------------
                                          Notary Public in and for the State
                                          of Washington, residing at
                                          [ILLEGIBLE]
                                          ----------------------------------


STATE OF OREGON                )
                               ) ss.
County of Washington           )

      On this day personally appeared before me WILLIAM F. BRENNER and LORENE
BRENNER, husband and wife, to me known to be the individuals described in and
who executed the within and foregoing instrument, and


                                       -9-
<PAGE>

acknowledged that they signed the same as their free and voluntary act and deed,
for the uses and purposes therein mentioned.

      GIVEN under my hand and official seal this 31st day of January, 1984.


                                          [SIGNATURE ILLEGIBLE]
                                          ----------------------------------
                                          Notary Public in and for the State
                                          of Oregon, residing at
                                          [ILLEGIBLE]
                                          ----------------------------------
                                          My Commission Expires: 3/17/76


STATE OF WASHINGTON            )
                               ) ss.
County of King                 )

      On this day personally appeared before me Chi Tsung Pong, to me known to
be the individual described in and who executed the within and foregoing
instrument, and acknowledged that he signed the same as his free and voluntary
act and deed, for the uses and purposes therein mentioned.

      GIVEN under my hand and official seal this 17th day of February, 1984.


                                          [SIGNATURE ILLEGIBLE]
                                          ----------------------------------
                                          Notary Public in and for the State
                                          of Washington, residing at
                                          [ILLEGIBLE]
                                          ----------------------------------


STATE OF WASHINGTON            )
                               ) ss.
County of King                 )

      On this day personally appeared before me Wen Chu Pong, to me known to be
the individual described in and who executed the within and foregoing
instrument, and acknowledged that she signed the same as her free and voluntary
act and deed, for the uses and purposes therein mentioned.

      GIVEN under my hand and official seal this 17th day of February, 1984.


                                          [SIGNATURE ILLEGIBLE]
                                          ----------------------------------
                                          Notary Public in and for the State
                                          of Washington, residing at
                                          [ILLEGIBLE]
                                          ----------------------------------



BLAIR, SCHAEFER, HUTCHISON, WYNNE,
      POTTER & HORTON
Attorneys at Law
1014 Franklin Street
Post Office Box 1148
Vancouver, Washington 98666-1148


                                      -10-
<PAGE>

STATE OF WASHINGTON

County of King

      I, the undersigned, a notary public in and for the State of Washington,
hereby certify that on this ____ day of February, 1984, personally appeared
before me CHI TSUNG PONG and WEN CHU PONG, husband and wife, to me known to be
the individuals described in and who executed the foregoing instrument, and
acknowledged that they signed and sealed the same as their free and voluntary
act and deed, for the uses and purposes therein mentioned.

Given under my hand and official seal the day and year last above written.


                                          [SIGNATURE ILLEGIBLE]
                                          ----------------------------------
                                          Notary Public in and for the State
                                          of Washington, residing at [ILLEGIBLE]
<PAGE>

Order No.: 1-608826-W


                                    EXHIBIT A


A tract of land in the Northwest one-quarter of Section 35, Township 1 South,
Range 1 West of the Willamette Meridian, in the City of Tigard, County of
Washington and State of Oregon, described as follows:

BEGINNING at the Southwest corner of the D.L. Graham Donation Land Claim No. 52,
Township 1 South, Range 1 West of the Willamette Meridian, in the City of
Tigard, County of Washington and State of Oregon, and running thence East along
the South line of said Donation Land Claim, 1007.9 feet to an iron pipe; thence
North 0 degrees 28' East 843.9 feet to an iron pipe on the East line of that
certain tract of land conveyed to Andrew Wormsborg by deed recorded on Page 9 of
Volume 201 of Washington County, Oregon, Deed Records, which point is the true
place of beginning of the herein described tract; thence South 85 degrees 58'
West 396.67 feet to a 1-inch iron shaft, as reset at station 30+56.2 P.O.S.T. of
Washington County Road Plat No. 2043 (S.W. Greenburg Road) survey of April 1967;
thence along a curve to the right, with a radius of 686.2 feet and a long chord
which bears North 38 degrees 16'45" East 48.81 feet to a 3/4 inch iron pipe;
thence along the East right-of-way of said C.R. 2043 North 40 degrees 15' East
225.82 feet to a 3/4 inch iron pipe; thence South 74 degrees 24' East 228.29
feet to a 1-inch channel iron; thence South 00 degrees 16' West 121.39 feet to a
1-inch iron pipe, the true point of beginning.

EASEMENT NO. 1

TOGETHER WITH a non-exclusive easement for road and utility purposes as set
forth in easement agreement recorded June 28, 1977 in Book 1178, page 69,
Washington County Deed Records.

EASEMENT NO. 2

TOGETHER WITH an easement for road and utility purposes as set forth in easement
agreement recorded July 20, 1929 with Fee No. 79028579.
<PAGE>

SHILO INN - WASHINGTON SQUARE, PORTLAND, OREGON
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)
FOR THE 12 MONTHS ENDED 8-31-95 (actual)

<TABLE>
<CAPTION>
                                                                                                                                    
                                                                                                                                    
                                    1991                 1992                 1993                1994                1995          
REVENUE                           (actual)      %      (actual)      %      (actual)      %     (actual)     %      (actual)     %  
<S>                               <C>         <C>    <C>           <C>    <C>           <C>   <C>          <C>    <C>          <C>  
  Guest Room                      $941,428    96.6%  $1,018,525    97.1%  $1,073,276    97.3% $1,007,554   97.2%  $1,194,926   96.6%
  Restaurant Rent                        0     0.0%           0     0.0%           0     0.0%          0    0.0%           0    0.0%
  Telephone                         24,542     2.5%      22,335     2.1%      22,545     2.0%     20,242    2.0%      32,740    2.6%
  Meeting/Banquet Room               1,941     0.2%       1,305     0.1%       1,355     0.1%      3,502    0.3%       2,435    0.2%
  Fax                                1,181     0.1%       1,077     0.1%         902     0.1%        697    0.1%       1,030    0.1%
  Valet                              1,384     0.1%       1,848     0.2%       1,618     0.1%        585    0.1%         263    0.0%
  Video                              1,677     0.2%       1,860     0.2%       1,789     0.2%      1,505    0.1%       1,948    0.2%
  Vending Machines                     458     0.0%          96     0.0%           0     0.0%        613    0.1%         960    0.1%
  Guest Laundry/Soap                   404     0.0%         222     0.0%         277     0.0%        495    0.0%       1,065    0.1%
  Miscellaneous                      1,690     0.2%       1,673     0.2%       1,047     0.1%      1,215    0.1%       2,230    0.2%
                                 -----------------   -------------------  ------------------  -----------------   ----------------- 
  TOTAL REVENUE                    974,705   100.0%   1,048,941   100.0%   1,102,809   100.0%  1,036,408  100.0%   1,237,597  100 0%
                                 -----------------   -------------------  ------------------  -----------------   ----------------- 
OPERATING EXPENSE

PAYROLL & RELATED EXPENSE
  Managers                          20,712     2.1%      22,754     2.2%      30,852     2.8%     25,518    2.5%      22,882    1.8%
  Front Desk                        31,056     3.2%      30,268     2.9%      26,786     2.4%     28,605    2.8%      25,140    2.0%
  Bookkeeper/Auditor                16,797     1.7%      19,667     1.9%      18,157     1.6%     17,720    1.7%      20,906    1.7%
  Head Housekeeper                  16,552     1.7%      14,999     1.4%      11,969     1.1%      9,984    1.0%      11,989    1.0%
  Housekeeper - Rooms               41,353     4.2%      42,510     4.1%      42,404     3.8%     43,185    4.2%      47,360    3.8%
  Housekeeper - Other                1,692     0.2%       1,852     0.2%       5,005     0.5%      4,936    0.5%       5,617    0.5%
  Laundry                           10,143     1.0%       9,545     0.9%      10,910     1.0%      9,848    1.0%       9,927    0.8%
  Guest Services                     4,345     0.4%       5,308     0.5%       3,009     0.3%        904    0.1%          59    0.0%
  Maintenance                       11,610     1.2%       7,661     0.7%         730     0.1%        362    0.0%         494    0.0%
  Payroll Taxes                     28,563     2.9%      24,632     2.3%      17,410     1.6%     22,583    2.2%      22,536    1.8%
  Health Insurance                   9,816     1.0%       9,762     0.9%      10,514     1.0%     13,879    1.3%      13,061    1.1%
  Uniforms/Cleaning                    194     0.0%         318     0.0%         215     0.0%        119    0.0%         159    0.0%
  Other                              1,665     0.2%         439     0.0%         259     0.0%        557    0.1%         969    0.1%
                                 -----------------   -------------------  ------------------  -----------------   ----------------- 
  TOTAL PAYROLL                    194,498    20.0%     189,715    18.1%     178,220    16.2%    178,206   17.2%     181,099   14.6%
                                 -----------------   -------------------  ------------------  -----------------   ----------------- 
</TABLE>


                                      For The
                                  12 Months Ended
                                      8-31-96
REVENUE                               (actual)        %

  Guest Room                         $1,228,791     96.7%
  Restaurant Rent                             0      0.0%
  Telephone                              31,324      2.5%
  Meeting/Banquet Room                    3,005      0.2%
  Fax                                     1,123      0.1%
  Valet                                     247      0.0%
  Video                                   2,001      0.2%
  Vending Machines                        1,026      0.1%
  Guest Laundry/Soap                      1,226      0.1%
  Miscellaneous                           2,348      0.2%
                                     ------------------- 
  TOTAL REVENUE                       1,271,091    100.0%
                                     ------------------- 
OPERATING EXPENSE

PAYROLL & RELATED EXPENSE
  Managers                               28,328      2.2%
  Front Desk                             28,511      2.2%
  Bookkeeper/Auditor                     22,319      1.8%
  Head Housekeeper                       13,855      1.1%
  Housekeeper - Rooms                    50,369      4.0%
  Housekeeper - Other                     5,269      0.4%
  Laundry                                10,328      0.8%
  Guest Services                          2,287      0.2%
  Maintenance                             6,192      0.5%
  Payroll Taxes                          24,639      1.9%
  Health Insurance                       16,317      1.3%
  Uniforms/Cleaning                         520      0.0%
  Other                                   1,129      0.1%
                                     ------------------- 
  TOTAL PAYROLL                         210,063     16.5%
                                     ------------------- 
<PAGE>

SHILO INN - WASHINGTON SQUARE, PORTLAND, OREGON                           PAGE 2
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)
FOR THE 12 MONTHS ENDED 8-31-95 (actual)

<TABLE>
<CAPTION>
                                                                                                                                    
                                                                                                                                    
                                    1991                 1992                 1993                1994                1995          
REVENUE                           (actual)      %      (actual)      %      (actual)      %     (actual)     %      (actual)     %  
<S>                               <C>         <C>    <C>           <C>    <C>           <C>   <C>          <C>    <C>          <C>  
UTILITIES
  Electricity                       13,313     1.4%      14,431     1.4%      15,154     1.4%     13,781    1.3%      14,348    1.2%
  Gas                                5,311     0.5%       5,510     0.5%       6,438     0.6%      6,323    0.6%       6,516    0.5%
  Telephone                         19,109     2.0%      18,840     1.8%      19,647     1.8%     17,882    1.7%      21,647    1.7%
  Water                              3,975     0.4%       4,516     0.4%       3,855     0.3%      4,450    0.4%       5,337    0.4%
  Garbage                            5,364     0.6%       6,206     0.6%       5,709     0.5%      5,889    0.6%       5,353    0.4%
  Sewer                              8,515     0.9%      10,564     1.0%      11,108     1.0%      9,328    0.9%      10,227    0.8%
                                 -----------------   -------------------  ------------------  -----------------   ----------------- 
  TOTAL UTILITIES                   55,587     5.7%      60,067     5.7%      61,911     5.6%     57,653    5.6%      63,428    5.1%
                                 -----------------   -------------------  ------------------  -----------------   ----------------- 

ADVERTISING
  Advertising                            0     0.0%           0     0.0%           0     0.0%          0    0.0%           0    0.0%
  Airport Advertising                    0     0.0%           0     0.0%           0     0.0%          0    0.0%           0    0.0%
  Billboards                           180     0.0%         428     0.0%          40     0.0%         59    0.0%           0    0.0%
  Highway Logos                      3,028     0.3%       2,903     0.3%       3,407     0.3%      3,597    0.3%       3,592    0.3%
  Radio Tradeouts                    4,774     0.5%       6,935     0.7%       5,515     0.5%      5,116    0.5%       8,601    0.7%
  TV Tradeouts                       1,491     0.2%       6,782     0.6%       3,095     0.3%      2,310    0.2%       2,737    0.2%
  Brochures/Postcards                  867     0.1%       1,549     0.1%         852     0.1%        604    0.1%         550    0.0%
  Yellow Pages                       4,663     0.5%      10,288     1.0%      11,946     1.1%      1,246    0.1%       9,561    0.8%
  Newspaper Ads                          0     0.0%         122     0.0%         169     0.0%        527    0.1%       1,682    0.1%
  Magazine Ads                         752     0.1%         332     0.0%       1,253     0.1%        582    0.1%       1,008    0.1%
  Magazine Tradeouts                 1,461     0.1%         538     0.1%         868     0.1%        281    0.0%         325    0.0%
  Property Ads                         451     0.0%          96     0.0%         328     0.0%        359    0.0%         148    0.0%
  Sports Sponsorship                     0     0.0%           0     0.0%         150     0.0%        743    0.1%          75    0.0%
  Displays                               0     0.0%           0     0.0%           0     0.0%          0    0.0%           0    0.0%
  Local Events Promotion               340     0.0%         579     0.1%           0     0.0%          0    0.0%           0    0.0%
  Travel Guides/Directories             97     0.0%           0     0.0%          50     0.0%      1,738    0.2%       2,136    0.2%
  Advertising & Promotion              522     0.1%         960     0.1%         536     0.0%      1,971    0.2%       1,992    0.2%
  Travel Agents                      2,843     0.3%       4,065     0.4%       4,943     0.4%      3,921    0.4%      16,293    1.3%
  Marketing                              0     0.0%           0     0.0%           0     0.0%         69    0.0%         272    0.0%
  Taxi & Limo                          380     0.0%          57     0.0%          40     0.0%        118    0.0%          73    0.0%
                                 -----------------   -------------------  ------------------  -----------------   ----------------- 
  TOTAL ADVERTISING                 21,849     2.2%      35,634     3.4%      33,192     3.0%     23,241    2.2%      49,045    4.0%
                                 -----------------   -------------------  ------------------  -----------------   ----------------- 
</TABLE>


                                       For The
                                   12 Months Ended
                                       8-31-96
REVENUE                                (actual)        %

UTILITIES
  Electricity                             16,956      1.3%
  Gas                                      6,425      0.5%
  Telephone                               19,811      1.6%
  Water                                    4,884      0.4%
  Garbage                                  5,628      0.4%
  Sewer                                    9,212      0.7%
                                      ------------------- 
  TOTAL UTILITIES                         62,916      4.9%
                                      ------------------- 

ADVERTISING
  Advertising                                  0      0.0%
  Airport Advertising                          0      0.0%
  Billboards                                   0      0.0%
  Highway Logos                            3,628      0.3%
  Radio Tradeouts                          6,528      0.5%
  TV Tradeouts                             2,697      0.2%
  Brochures/Postcards                        447      0.0%
  Yellow Pages                            10,131      0.8%
  Newspaper Ads                            1,224      0.1%
  Magazine Ads                               869      0.1%
  Magazine Tradeouts                         121      0.0%
  Property Ads                               174      0.0%
  Sports Sponsorship                         964      0.1%
  Displays                                     0      0.0%
  Local Events Promotion                       0      0.0%
  Travel Guides/Directories                1,239      0.1%
  Advertising & Promotion                  1,846      0.1%
  Travel Agents                           18,166      1.4%
  Marketing                                  169      0.0%
  Taxi & Limo                                 85      0.0%
                                      ------------------- 
  TOTAL ADVERTISING                       48,288      3.8%
                                      ------------------- 
<PAGE>

SHILO INN - WASHINGTON SQUARE, PORTLAND, OREGON                           PAGE 3
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)
FOR THE 12 MONTHS ENDED 8-31-95 (actual)

<TABLE>
<CAPTION>
                                                                                                                                    
                                                                                                                                    
                                    1991                 1992                 1993                1994                1995          
REVENUE                           (actual)      %      (actual)      %      (actual)      %     (actual)     %      (actual)     %  
<S>                               <C>         <C>    <C>           <C>    <C>           <C>   <C>          <C>    <C>          <C>  
SUPPLIES
     Linen                           4,250     0.4%       3,890     0.4%       2,856     0.3%      1,994    0.2%       7,545    0.6%
     Bathroom                        5,769     0.6%       4,739     0.5%       5,593     0.5%      3,697    0.4%       7,094    0.6%
     Cleaning                        5,013     0.5%       5,175     0.5%       6,226     0.6%      8,856    0.9%       7,084    0.6%
     Continental Breakfast          22,633     2.3%      19,759     1.9%      19,320     1.8%     17,062    1.6%      20,299    1.6%
     Office                          3,725     0.4%       2,060     0.2%       2,450     0.2%      1,839    0.2%       2,090    0.2%
     Operating                       6,578     0.7%       7,066     0.7%       6,889     0.6%      6,328    0.6%      16,682    1.3%
     Replacements                    2,542     0.3%       1,916     0.2%       2,151     0.2%     37,214    3.6%       8,475    0.7%
     Guest Amenity                   3,275     0.3%       3,673     0.4%       7,760     0.7%      7,338    0.7%      10,557    0.9%
                                 -----------------   -------------------  ------------------  -----------------   ----------------- 
         TOTAL SUPPLIES             53,785     5.5%      48,278     4.6%      53,245     4.8%     84,328    8.1%      79,826    6.5%
                                 -----------------   -------------------  ------------------  -----------------   ----------------- 

REPAIRS & MAINTENANCE
  Carpets, Draperies & Furniture     1,195     0.1%         697     0.1%       1,202     0.1%        496    0.0%       3,895    0.3%
  Landscaping                        9,988     1.0%      14,139     1.3%       7,942     0.7%     10,061    1.0%      22,819    1.8%
  Painting & Wallpaper                 840     0.1%          60     0.0%         251     0.0%          0    0.0%         818    0.1%
  Pool                               1,164     0.1%         784     0.1%       1,634     0.1%        771    0.1%       1,297    0.1%
  Telephone                            102     0.0%           5     0.0%       1,007     0.1%          0    0.0%         905    0.1%
  TV Cable & Satellite               8,606     0.9%      10,523     1.0%       8,286     0.8%      8,670    0.8%       7,583    0.6%
  Pest Control                       1,584     0.2%       1,584     0.2%       1,920     0.2%      1,649    0.2%       1,904    0.2%
  Janitorial                         2,090     0.2%       1,520     0.1%       1,330     0.1%      2,010    0.2%       1,795    0.1%
  Plumbing                             616     0.1%         663     0.1%       2,164     0.2%      2,003    0.2%       2,527    0.2%
  Electrical                         1,060     0.1%       2,635     0.3%       2,949     0.3%        256    0.0%       1,093    0.1%
  Heating Ventilation Cooling            0     0.0%           0     0.0%           0     0.0%          0    0.0%          36    0.0%
  Sign                               1,007     0.1%       3,534     0.3%       1,607     0.1%      2,283    0.2%         510    0.0%
  Elevator Maintenance               1,955     0.2%       2,594     0.2%       2,717     0.2%      2,485    0.2%       3,295    0.3%
  Keys & Locks                         631     0.1%         466     0.0%       1,516     0.1%      1,154    0.1%         759    0.1%
  Laundry/Housekeeping                 981     0.1%         544     0.1%         714     0.1%      2,146    0.2%       2,547    0.2%
  Photo Copier                         290     0.0%         694     0.1%         658     0.1%        301    0.0%         275    0.0%
  Micros Register                    1,659     0.2%       1,744     0.2%         627     0.1%        652    0.1%       1,605    0.1%
  Tools & Supplies                   4,961     0.5%       4,183     0.4%       2,866     0.3%        951    0.1%      14,489    1.2%
  Maintenance and Repairs              595     0.1%       4,567     0.4%       2,946     0.3%      8,637    0.8%       2,982    0.2%
  Contract Labor Repair                  0     0.0%           0     0.0%         665     0.1%        475    0.0%         374    0.0%
                                 -----------------   -------------------  ------------------  -----------------   ----------------- 
  TOTAL REPAIRS & MAINTENANCE       39,324     4.0%      50,936     4.9%      43,001     3.9%     45,000    4.3%      71,508    5.8%
                                 -----------------   -------------------  ------------------  -----------------   ----------------- 
</TABLE>


                                       For The
                                   12 Months Ended
                                       8-31-96
REVENUE                                (actual)        %

SUPPLIES
     Linen                                 2,710      0.2%
     Bathroom                              6,946      0.5%
     Cleaning                              6,871      0.5%
     Continental Breakfast                23,118      1.8%
     Office                                2,537      0.2%
     Operating                            11,360      0.9%
     Replacements                          5,451      0.4%
     Guest Amenity                        12,674      1.0%
                                      ------------------- 
         TOTAL SUPPLIES                   71,667      5.6%
                                      ------------------- 

REPAIRS & MAINTENANCE
  Carpets, Draperies & Furniture           1,698      0.1%
  Landscaping                             20,219      1.6%
  Painting & Wallpaper                       531      0.0%
  Pool                                     1,097      0.1%
  Telephone                                  787      0.1%
  TV Cable & Satellite                     6,328      0.5%
  Pest Control                             1,364      0.1%
  Janitorial                               1,697      0.1%
  Plumbing                                 2,212      0.2%
  Electrical                                 851      0.1%
  Heating Ventilation Cooling                 12      0.0%
  Sign                                       721      0.1%
  Elevator Maintenance                     2,284      0.2%
  Keys & Locks                               731      0.1%
  Laundry/Housekeeping                     3,446      0.3%
  Photo Copier                               364      0.0%
  Micros Register                          2,136      0.2%
  Tools & Supplies                        13,623      1.1%
  Maintenance and Repairs                  3,468      0.3%
  Contract Labor Repair                      128      0.0%
                                      ------------------- 
  TOTAL REPAIRS & MAINTENANCE             63,697      5.0%
                                      ------------------- 
<PAGE>

SHILO INN - WASHINGTON SQUARE, PORTLAND, OREGON                           PAGE 4
NET OPERATING INCOME DETAIL
FOR THE YEARS 1991, 1992, 1993, 1994 AND 1995 (actual)
FOR THE 12 MONTHS ENDED 8-31-95 (actual)

<TABLE>
<CAPTION>
                                                                                                                                    
                                                                                                                                    
                                    1991                 1992                 1993                1994                1995          
REVENUE                           (actual)      %      (actual)      %      (actual)      %     (actual)     %      (actual)     %  
<S>                               <C>         <C>    <C>           <C>    <C>           <C>   <C>          <C>    <C>          <C>  
OTHER OPERATING EXPENSE
  Sales/Use/Taxes                   (2,317)   -0.2%      (2,764)   -0.3%      (2,710)   -0.2%     (2,577)  -0.2%      (3,445)  -0.3%
  Credit Card Discounts             16,472     1.7%      15,887     1.5%      16,796     1.5%     15,236    1.5%      18,378    1.5%
  Telecheck                          1,386     0.1%       1,110     0.1%       1,488     0.1%      1,318    0.1%         249    0.0%
  Bad Debts                          1,585     0.2%       1,368     0.1%       1,497     0.1%      1,426    0.1%       2,454    0.2%
  Cash Over/Short                      615     0.1%         467     0.0%         788     0.1%     (3,578)  -0.3%       1,224    0.1%
  Administrative Telephone           3,105     0.3%       3,039     0.3%       2,471     0.2%      3,344    0.3%       1,840    0.1%
  Coin-op Laundry Services              92     0.0%         273     0.0%         346     0.0%        268    0.0%         427    0.0%
  Dry Cleaning, Valet                1,454     0.1%       1,616     0.2%       1,180     0.1%        838    0.1%       1,006    0.1%
  Flowers                            1,376     0.1%         437     0.0%          91     0.0%          0    0.0%           0    0.0%
  Video Rentals                      1,171     0.1%         980     0.1%       1,343     0.1%      1,204    0.1%       1,441    0.1%
  Bank Fees                            641     0.1%         808     0.1%         857     0.1%        426    0.0%         911    0.1%
  Equipment Rental                   1,540     0.2%         553     0.1%         755     0.1%        708    0.1%         742    0.1%
  Licenses and Miscellaneous Taxes     852     0.1%         614     0.1%       1,748     0.2%        840    0.1%       1,106    0.1%
  Vehicle Repair & Maintenance         894     0.1%       2,416     0.2%       6,058     0.5%      3,545    0.3%       3,349    0.3%
  Auto & Travel                      1,407     0.1%       1,116     0.1%       1,549     0.1%        664    0.1%       1,303    0.1%
  Business Meals                       246     0.0%         260     0.0%         393     0.0%          0    0.0%         868    0.1%
  Training/Seminars                    742     0.1%         203     0.0%           0     0.0%         53    0.0%          60    0.0%
  Staff Travel Telephone                93     0.0%         112     0.0%          20     0.0%        232    0.0%           8    0.0%
  Miscellaneous - Resale/Services    1,234     0.1%       6,258     0.6%         792     0.1%      1,208    0.1%       2,633    0.2%
  Professional Fees                    525     0.1%         775     0.1%         734     0.1%        659    0.1%         877    0.1%
  Dues & Subscriptions                 835     0.1%         907     0.1%         786     0.1%        500    0.0%         610    0.0%
                                 -----------------   -------------------  ------------------  -----------------   ----------------- 
   TOTAL OTHER OPERATING
     EXPENSE                        33,948     3.5%      36,435     3.5%      36,982     3.4%     26,314    2.5%      36,041    2.9%
                                 -----------------   -------------------  ------------------  -----------------   ----------------- 
    TOTAL OPERATING EXPENSE        398,991    40.9%     421,065    40.1%     406,551    36.9%    414,736   40.0%     480,947   38.9%
                                 -----------------   -------------------  ------------------  -----------------   ----------------- 
    TOTAL OPERATING INCOME         575,714    59.1%     627,876    59.9%     696,258    63.1%    621,672   60.0%     756,650   61.1%
                                 -----------------   -------------------  ------------------  -----------------   ----------------- 

OTHER EXPENSE
  Insurance                          6,104     0.6%       5,925     0.6%       5,769     0.5%      5,745    0.6%       4,958    0.4%
  Property Tax                      49,122     5.0%      52,734     5.0%      47,163     4.3%     39,295    3.8%      32,540    2.6%
  Land Rent                         38,025     3.9%      43,444     4.1%      41,738     3.8%     47,703    4.6%      50,089    4.0%
  Office Overhead                   48,735     5.0%      52,447     5.0%      55,140     5.0%     51,820    5.0%      61,880    5.0%
                                 -----------------   -------------------  ------------------  -----------------   ----------------- 
     TOTAL OTHER EXPENSE           141,986    14.6%     154,550    14.7%     149,810    13.6%    144,563   13.9%     149,467   12.1%
                                 -----------------   -------------------  ------------------  -----------------   ----------------- 
            NET OPERATING INCOME  $433,728    44.5%    $473,326    45.1%    $546,448    49.6%   $477,109   46.0%    $607,183   49.1%
                                 =================   ===================  ==================  =================   ================= 
</TABLE>


                                       For The
                                   12 Months Ended
                                       8-31-96
REVENUE                                (actual)        %

OTHER OPERATING EXPENSE
  Sales/Use/Taxes                         (2,158)    -0.2%
  Credit Card Discounts                   18,444      1.5%
  Telecheck                                  542      0.0%
  Bad Debts                                1,693      0.1%
  Cash Over/Short                            556      0.0%
  Administrative Telephone                 1,112      0.1%
  Coin-op Laundry Services                   568      0.0%
  Dry Cleaning, Valet                        744      0.1%
  Flowers                                      0      0.0%
  Video Rentals                              819      0.1%
  Bank Fees                                  568      0.0%
  Equipment Rental                           546      0.0%
  Licenses and Miscellaneous Taxes           667      0.1%
  Vehicle Repair & Maintenance             2,436      0.2%
  Auto & Travel                              963      0.1%
  Business Meals                             117      0.0%
  Training/Seminars                           46      0.0%
  Staff Travel Telephone                      64      0.0%
  Miscellaneous - Resale/Services          1,258      0.1%
  Professional Fees                          470      0.0%
  Dues & Subscriptions                       221      0.0%
                                      ------------------- 
    TOTAL OTHER OPERATING
     EXPENSE                              29,676      2.3%
                                      ------------------- 
     TOTAL OPERATING EXPENSE             486,307     38.3%
                                      ------------------- 
     TOTAL OPERATING INCOME              784,784     61.7%
                                      ------------------- 

OTHER EXPENSE
  Insurance                                4,162      0.3%
  Property Tax                            30,108      2.4%
  Land Rent                               51,738      4.1%
  Office Overhead                         63,555      5.0%
                                      ------------------- 
     TOTAL OTHER EXPENSE                 149,563     11.8%
                                      ------------------- 
            NET OPERATING INCOME        $635,221     50.0%
                                      =================== 
<PAGE>

- --------------------------------------------------------------------------------
                 -----------------------------------------------
                 RECONSTRUCTED INDUSTRY STANDARDS OPERATING DATA
                 ===============================================
                        TRENDS IN THE HOTEL INDUSTRY 1996
================================================================================

<TABLE>
<CAPTION>
                                     All Limited Service       Average for            Rate Group              Geographic Division
                                                                 Top 25%               Over $50                Mountain/Pacific
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>        <C>          <C>        <C>          <C>        <C>          <C>        <C>    
REVENUES                              % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room  % Total  $/Avail. Room
                                      -------  -------------  -------  -------------  -------  -------------  -------  -------------
 Rooms                                  95.5%     $13,057       95.4%     $18,002       95.5%     $16,126       95.1%     $13,000
 Telephone                               2.4%        $331        2.4%        $449        2.4%        $406        2.3%        $313
 Other Income                            2.1%        $280        2.2%        $427        2.1%        $359        2.6%        $355
- ------------------------------------------------------------------------------------------------------------------------------------
Total Revenue                          100.0%     $13,668      100.0%     $18,878      100.0%     $16,891      100.0%     $13,668
                                                                                    
EXPENSES                                                                            
Departmental Expenses                                                               
 Rooms Department                       23.2%      $3,166       20.9%      $3,950       22.0%      $3,721       23.6%      $3,227
 Telephone                               1.5%        $206        1.4%        $256        1.4%        $235        1.4%        $186
Other Departments                        0.6%         $80        0.7%        $139        0.7%        $111        0.5%         $75
                                                                                    
Undistributed Operating Expenses                                                    
 Administrative & General                9.0%      $1,225        7.8%      $1,463        8.4%      $1,422        8.5%      $1,163
 Franchise Fees                          1.9%        $256        1.4%        $265        1.7%        $292        0.9%        $122
 Marketing                               3.7%        $510        3.7%        $691        4.0%        $669        3.9%        $530
 Property Operations & Maintenance       5.6%        $759        4.5%        $858        4.9%        $835        6.2%        $843
 Energy (Utilties)                       5.0%        $681        3.9%        $744        4.4%        $751        4.6%        $633
                                                                                    
Fixed Charges                                                                       
 Management                              2.8%        $380        3.2%        $597        2.9%        $484        3.1%        $430
 Property Tax & Other Charges            4.0%        $548        4.1%        $773        4.0%        $679        3.5%        $473
 Insurance                               1.1%        $147        1.1%        $203        1.1%        $178        1.2%        $159
- ------------------------------------------------------------------------------------------------------------------------------------
Total Expenses                          58.4%      $7,958       52.7%      $9,939       55.5%      $9,377       57.4%      $7,841

Net Income Before Reserves              41.6%      $5,710       47.3%      $8,939       44.5%      $7,514       42.6%      $5,827
                                                                                    
Percentage Occupancy                    66.9%                   78.1%                   73.5%                   66.8%
Average Daily Rate                     $51.15                  $63.13                  $60.14                  $53.28
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                              SMITH TRAVEL RESEARCH
                     HOTEL OPERATING STATISTICS 1996 REPORT
================================================================================

LIMITED-SERVICE HIGHLIGHTS

o     Limited-service hotels showed strong profitability improvement from 14.6
      percent of total revenue in 1994 to 23.0 percent in 1995.

o     Sample Characteristics:

        -   Sample comprised of 1,410 limited-service hotels.

        -   Occupancy was slightly lower at 72.7 percent...highest occupancies
            were in Southeast states.

        -   Room Rates increased 1.4 percent to $55.18...highest ADR's were in
            Middle Atlantic (New York) and Pacific (Hawaii) regions.

        -   RevPAR improved to $40.12.

o     Gross operating profit (GOP) (before management fees) improved from 45.2
      percent in 1994 to 46.6 percent in 1995...GOP was above 44 percent across
      all census regions except New England.

o     Higher priced properties generally reported higher GOP and pre-tax income.

o     Total fixed charges (including property taxes and insurance) decreased
      12.5 percent from $3,530 per available room in 1994 to $3,087 in
      1995...fixed charges were highest in Mountain and Pacific regions.

o     Payroll and related expenses, as a ratio to sales, were higher for West
      South Central and Pacific region properties...highest labor expense per
      available room was in Pacific region (Hawaii).

o     Expressed as an amount per available room, limited-service profits
      improved over 12 percent from $3,091 per room in 1994 to $3,474 in 1995
      due to GOP enhancements and reduced fixed charges.

o     Properties in the Central regions reported the highest pre-tax income
      ranging from 22.8 percent to 29.4 of total revenue, while properties in
      New England reported the lowest pre-tax income at 13.0 percent of total
      revenue.

o     Chain-Affiliated properties, with pre-tax income of 23.8 percent, were
      more profitable than the reporting Independent properties at 10.4 percent.


24
<PAGE>

Limited-Service Hotels--Statements of Operating Income & Expenses - 1995

<TABLE>
<CAPTION>
- --------------------------------     -----------------------------------------------------------------------------------------------
                                                                             Geographic Region
- --------------------------------     -----------------------------------------------------------------------------------------------
Ratios to Sales                          New     Middle     South   East North  East South  West North  West South
                                       England  Atlantic  Atlantic    Central     Central     Central     Central  Mountain  Pacific
<S>                                    <C>       <C>       <C>        <C>         <C>          <C>        <C>        <C>      <C>   
Occupancy                               66.1%     70.8%     75.0%      73.4%       74.7%        72.4%      72.3%      73.3%    68.7%
Average Size of Property (Rooms)         105       112       125        114         114          123        127        124      133
Average Rate                           $52.95    $60.23    $52.66     $53.88      $51.96       $54.46     $53.65     $58.05   $62.93

REVENUE
  Rooms                                 95.1%     95.7%     95.7%      95.9%       96.1%        95.7%      95.3%      95.1%    94.2%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Other Food & Beverage                   .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                              2.3       2.3       2.2        2.2         1.8          2.0        1.1        1.6      2.5
  Minor Operated Departments              .6       1.1        .9        1.2          .8          1.1         .5        1.0      1.3
  Rentals & Other Income                 2.0        .9       1.3         .7         1.3          1.3        3.1        2.2      2.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Revenue                        100.0%    100.0%    100.0%     100.0%      100.0%       100.0%     100.0%     100.0%   100.0%

DEPARTMENTAL EXPENSES
  Rooms                                 25.0%     24.9%     25.5%      23.6%       25.7%        27.1%      28.5%      27.2%    28.3%
  Food & Beverage                         .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                             79.4      72.5      96.4       72.7        97.1         86.5       72.2       68.5     59.4
  Other Departmental Expenses             .9        .6        .5         .5          .7           .5         .6         .8      1.1
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Expenses           26.5%     26.1%     27.0%      24.7%       27.1%        28.1%      28.6%      27.8%    29.2%
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Departmental Profit             73.5%     73.9%     73.0%      75.3%       72.9%        71.9%      71.4%      72.2%    70.8%

UNDISTRIBUTED OPERATING EXPENSES
  Administrative & General              12.1%     10.9%     10.0%       9.7%        9.2%         9.4%       8.3%       8.6%     9.4%
  Marketing                              3.7       3.8       4.7        4.6         4.4          5.0        3.5        4.2      4.9
  Franchise Fee                          2.8       2.5       2.0        2.0         2.1          2.0         .9        2.0      1.7
  Energy                                 7.0       6.4       5.7        5.0         4.9          4.6        4.7        4.7      5.0
  Property Operation & Maintenance       5.8       5.2       5.7        5.6         4.8          5.4        3.8        4.6      5.2
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Undistributed Operating
   Expenses                             31.3%     28.8%     28.1%      26.8%       25.5%        26.4%      21.2%      24.0%    26.0%

  GROSS OPERATING PROFIT                42.2%     45.1%     44.9%      48.5%       47.4%        45.5%      50.2%      48.2%    44.8%

  Management Fees                        2.3%      2.4%      3.2%       2.7%        3.2%         2.5%       3.9%       3.0%     2.8%
- ------------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE FIXED CHARGES*            39.9%     42.7%     41.7%      45.8%       44.2%        43.0%      46.3%      45.2%    42.0%
  Property Taxes                         4.5%      5.2%      3.1%       4.3%        2.6%         4.4%       3.8%       3.4%     3.2%
  Insurance                               .9        .9       1.0         .9         1.0          1.0        1.1        1.0      1.4
  Reserve For Replacement                 .3       1.1       1.1         .1          .2           .3         .1         .5       .6
- ------------------------------------------------------------------------------------------------------------------------------------
AMOUNT AVAILABLE FOR DEBT SERVICE
& OTHER FIXED CHARGES                   34.2%     35.5%     36.5%      40.5%       40.4%        37.3%      41.3%      40.3%    36.8%

Total Fixed Charges* (Including
  Property Taxes & Insurance)           26.9%     25.5%     19.3%      19.5%       14.8%        20.2%      18.0%      23.5%    24.9%
- ------------------------------------------------------------------------------------------------------------------------------------
Pre-Tax Income (Loss)                   13.0%     17.2%     22.4%      26.3%       29.4%        22.8%      28.3%      21.7%    17.1%
====================================================================================================================================
PAYROLL & RELATED EXPENSES
  Rooms                                 17.7%     18.2%     16.9%      15.7%       16.1%        17.7%      19.8%      17.0%    18.7%
  Food                                    .0        .0        .0         .0          .0           .0         .0         .0       .0
  Beverage                                .0        .0        .0         .0          .0           .0         .0         .0       .0
  Telephone                               .0       1.3        .7         .2          .0           .0         .0         .6       .6
  Other Operated Departments              .2        .3        .1         .1          .1           .2         .1         .2       .2
  Administrative & General               4.3       4.3       4.5        4.2         4.0          4.1        4.0        4.4      5.0
  Marketing                              1.7       1.3       1.7        1.6         1.2          1.8        1.9        1.6      1.8
  Property Operations & Maintenance      2.6       2.1       2.5        2.4         2.3          2.3        2.6        2.4      2.6
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Payroll & Related Expenses      25.6%     25.5%     25.0%      23.4%       23.1%        25.3%      27.5%      24.8%    27.2%
</TABLE>

* Total Fixed Charges does not include deductions for Replacements; but does
  include Depreciation and Amortization, Interest, Rent and Equipment Leases.

Expense ratios to sales for departmental expenses are based on their respective
departmental revenues. All other expenses are based on total revenue. Totals may
not add due to rounding.


26
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------   --------------------------------------  ---------------------------
                 Location                                     Price Category                        Size
- ----------------------------------------------   --------------------------------------  ---------------------------
                                                                                         Under 75  75-125   Over 125
 Urban   Suburban   Airport   Highway   Resort   Upscale   Mid-Price   Economy   Budget    Rooms    Rooms     Rooms
<S>       <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>      <C>      <C>       <C>   
 73.2%     73.6%     74.4%     71.3%     70.8%     76.5%     72.4%      71.9%     69.1%    68.4%    73.1%     73.4%
  150       125       134       109       172       133       123        115       109       57      108       159
$70.88    $58.55    $53.02    $49.40    $61.51    $74.44    $54.25     $47.67    $39.99   $52.05   $51.89    $61.05

 94.2%     95.3%     95.3%     96.1%     92.9%     95.1%     95.0%      96.0%     96.3%    96.2%    95.8%     94.8%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.1       2.3       1.8       1.7       2.0       2.5       1.7        1.8       2.1      2.2      1.9       2.1
  1.4       1.2        .7        .6       1.3       1.6       1.0         .6        .5       .6       .8       1.2
  2.2       1.3       2.2       1.6       3.8        .8       2.3        1.6       1.1       .9      1.4       1.9
- --------------------------------------------------------------------------------------------------------------------
100.0%    100.0%    100.0%    100.0%    100.0%    100.0%    100.0%     100.0%    100.0%   100.0%   100.0%    100.0%

 27.3%     25.4%     28.5%     25.9%     28.8%     23.5%     26.9%      26.6%     26.9%    26.2%    25.5%      6.7%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
132.0      68.3      74.3      88.3      86.4      73.8      68.4       91.2      92.9     83.1     83.0      75.2
  1.0        .8        .5        .4       1.4       1.0        .8         .5        .3       .4       .5        .9
- --------------------------------------------------------------------------------------------------------------------
 29.5%     26.6%     29.0%     26.8%     29.9%     25.2%     27.5%      27.7%     28.2%    27.5%    26.5%     27.8%
- --------------------------------------------------------------------------------------------------------------------
 70.5%     73.4%     71.0%     73.2%     70.1%     74.8%     72.5%      72.3%     71.8%    72.5%    73.5%     72.2%

  9.4%      9.6%      9.4%      9.7%     10.6%      9.2%      9.1%       9.8%     10.9%    13.1%     9.3%      9.1%
  4.7       4.9       4.1       3.8       6.3       5.7       4.2        3.8       3.6      3.7      4.4       4.6
  1.5       2.2       1.7       1.6       1.4       2.1       2.2        1.2       1.9      3.5      1.7       1.7
  4.9       5.2       5.0       5.5       5.3       4.5       4.8        5.4       7.2      6.3      5.2       5.1
  5.2       5.0       4.3       5.6       5.1       4.6       4.2        5.5       7.4      5.2      5.5       4.7
- --------------------------------------------------------------------------------------------------------------------
 25.8%     26.8%     24.5%     26.2%     28.7%     26.1%     24.5%      25.8%     30.9%    31.8%    26.1%     25.2%

 44.7%     46.6%     46.5%     47.0%     41.4%     48.7%     48.0%       6.5%      0.9%    40.7%    47.4%     47.0%

  3.3%      3.2%      3.4%      2.7%      3.2%      2.8%      3.8%       2.6%      2.2%     3.4%     2.6%     $3.5%
- --------------------------------------------------------------------------------------------------------------------
 41.4%     43.4%     43.1%     44.3%     38.2%     45.9%     44.2%      43.9%     38.7%    37.3%    44.8%     43.5%

  3.9%      3.7%      4.1%      3.6%      2.1%      3.4%      3.4%       3.9%      4.2%     3.7%     3.6%      3.9%
  1.1       1.0       1.0       1.1       1.2       1.0       1.1        1.0       1.1      1.5      1.0       1.0
   .7        .5        .2        .6        .6        .2        .0         .5       1.2      1.5       .5        .4
- --------------------------------------------------------------------------------------------------------------------
 35.7%     38.2%     37.8%     39.0%     34.3%     41.3%     39.3%      38.5%     32.2%    30.6%    39.7%     38.2%

 17.6%     22.3%     18.2%     19.8%     20.6%     18.4%     21.7%      19.7%     22.0%    33.3%    18.2%     20.4%
- --------------------------------------------------------------------------------------------------------------------
 23.8%     21.1%     24.9%     24.5%     17.6%     27.5%     22.5%      24.2%     16.7%     4.0%    26.6%     23.1%
====================================================================================================================

 17.9%     15.7%     19.7%     18.7%     19.7%     11.9%     18.1%      19.7%     20.8%    18.3%    17.4%     17.2%
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
   .0        .0        .0        .0        .0        .0        .0         .0        .0       .0       .0        .0
  2.8        .1        .3        .4       5.6        .3        .4        1.2        .0       .0       .3        .9
   .3        .1        .0        .2        .4        .1        .1         .4        .7       .1       .1        .2
  4.0       4.2       4.1       4.6       5.2       3.8       4.0        4.8       4.8      4.9      4.3       4.2
  1.9       1.5       1.9       1.6       3.0       1.5       1.2        2.2       1.7       .3      1.7       2.0
  2.5       2.3       2.4       2.5       2.6       2.1       2.2        2.5       2.8      2.0      2.4       2.5
- --------------------------------------------------------------------------------------------------------------------
 25.6%     23.1%     27.2%     26.9%     29.6%     18.8%     24.7%      28.8%     30.0%    24.9%    25.2%     25.2%
</TABLE>


                                                                              27
<PAGE>

                                                                      ----------
                                                                       SPECIAL
                                                                      SUPPLEMENT
                                                                      ----------

================================================================================
TRENDS IN THE HOTEL INDUSTRY
United States Cities 1995 and 1996 Projections
================================================================================

<TABLE>
<CAPTION>
                                         Occupancy                    Average Daily Rate
                                ---------------------------------------------------------------
                                 1994     1995        1996       1994       1995        1996
                                Actual  Estimated   Projected   Actual    Estimated   Projected
                                ---------------------------------------------------------------
<S>                              <C>       <C>         <C>      <C>        <C>         <C>   
South Central Cities
   Austin, TX                    74.4%     76.0%       75.0%    $63.13     $65.50      $68.00
   Baton Rouge, LA               66.4      67.0        67.0      49.78      51.75       54.00
   Birmingham, AL                68.4      68.6        69.0      57.00      59.75       60.75
   Corpus Christi, TX            63.7      67.0        66.0      53.45      55.00       57.00
   Dallas/Fort Worth, TX         68.5      70.0        70.0      72.31      76.00       79.00
   El Paso, TX                   72.8      72.5        73.0      43.76      44.50       46.00
   Houston, TX                   64.3      64.0        65.0      67.32      71.00       74.00
   Jackson, MS                   65.6      65.0        67.0      48.90      49.20       51.00
   Knoxville, TN                 63.4      64.7        65.7      55.38      56.49       57.25
   Little Rock, AR               64.4      61.0        61.5      45.32      48.25       49.00
   Memphis, TN                   70.8      71.0        73.0      63.05      65.95       66.75
   Nashville, TN                 78.0      82.8        84.0      93.32      97.62       99.00
   New Orleans, LA               73.4      73.5        75.0      89.61      92.75       95.00
   Oklahoma City, OK             62.0      66.3        67.5      46.47      49.21       51.00
   San Antonio, TX               71.5      71.0        72.0      69.79      71.75       74.00
   Tulsa, OK                     58.8      59.2        61.0      56.79      58.54       59.00
                               -----------------       ---------------     ------------------
             Subtotal            68.6%     69.3%       70.0%    $69.56     $72.66      $75.28

Mountain and Pacific Cities

   Albuquerque, NM               73.4%     71.3%       73.0%    $63.28     $67.24      $68.00
   Billings, MT                  60.2      60.4        62.0      48.58      49.35       52.00
   Boise, ID                     75.5      75.0        75.0      58.00      62.00       64.00
   Colorado Springs, CO          69.3      69.7        71.2      59.31      62.33       63.75
   Denver, CO                    72.0      74.0        75.0      64.42      69.72       71.00
   Great Falls, MT               60.0      65.2        66.0      48.29      48.02       50.00
   Honolulu, HI                  81.1      80.2        80.5      98.82     105.00      110.00
   Los Angeles, CA               66.3      67.0        68.0      83.05      85.00       88.00
   Orange County, CA             65.5      69.0        70.0      76.50      77.34       80.24
   Phoenix, AZ                   71.4      72.9        73.0      90.13      99.34      100.00
   Portland, OR                  75.0      77.0        75.0      85.00      89.00       92.00
   Sacramento, CA                71.3      70.9        72.0      70.09      74.88       77.00
   Salt Lake City, UT            79.7      78.9        80.0      58.44      62.28       64.75
   San Diego County, CA          67.1      70.0        71.0      77.71      81.00       84.00
   San Francisco, CA             70.1      73.8        75.7     105.92     108.68      112.50
   Santa Fe, NM                  71.2      70.5        71.5     109.21     108.45      109.75
   Scottsdale, AZ                70.9      72.8        73.0     112.76     121.21      123.50
   Seattle, WA                   75.5      77.0        78.0     100.00     104.00      107.00
   Tucson, AZ                    69.2      71.6        72.0      74.25      78.68       79.00

             Subtotal            71.2%     72.5%       73.2%    $84.25     $88.41      $91.19
                               -----------------       ---------------     ------------------
             Total Cities        70.1%     71.3%       72.1%    $83.65     $87.51      $90.64
                               -----------------       ---------------     ------------------
             National Average*   68.9%     70.2%       71.2%    $81.68     $85.24      $88.10
</TABLE>

================================================================================

* Average property size: 210 rooms.


                                                                              15
<PAGE>

================================================================================
TRENDS IN THE HOTEL INDUSTRY

United States First Half 1995 Results

================================================================================

<TABLE>
<CAPTION>
                                                                  Occupancy                          Average Daily Rate
                                                         -----------------------------------------------------------------------
                                                                                 Percent                                Percent
                                                         1995       1994        Variation     1995         1994        Variation
                                                         -----------------------------------------------------------------------

<S>                                                      <C>        <C>             <C>        <C>          <C>           <C>
New England and Middle Atlantic States
         Massachusetts                                   68.0%      67.6%           0.6%     $119.02      $112.75         5.6%
         New Hampshire                                   49.4       48.9            1.0        71.24        71.19         0.1
                                                         -----------------------------------------------------------------------
                  Subtotal                               65.0%      64.6%           0.6%     $113.14      $107.65         5.1%

North Central States
         Kansas                                          68.4%      66.8%           2.4%      $65.99       $62.90         4.9%
         Missouri                                        64.9       63.1            2.9        67.47        65.03         3.8
                                                         -----------------------------------------------------------------------
                  Subtotal                               66.3%      64.6%           2.6%      $66.86       $64.15         4.2%

South Atlantic States
         Florida                                         76.2%      72.7%           4.8%      $90.36       $83.47         8.3%
         Georgia                                         69.0       67.0            3.0        67.50        64.25         5.1
         North Carolina                                  65.0       62.3            4.3        63.96        60.12         6.4
         Virginia                                        67.0       65.0            3.1        67.75        65.85         2.9
                                                         -----------------------------------------------------------------------
                  Subtotal                               73.6%      70.5%           4.4%      $83.81       $77.4          7.5%

South Central States
         Alabama                                         66.8%      68.4%          (2.3)%     $51.66       $50.57         2.2%
         Arkansas                                        61.1       63.8           (4.2)       44.39        42.82         3.7
         Louisiana                                       76.5       75.0            2.0        82.97        79.95         3.8
         Mississippi                                     68.5       71.1           (3.7)       52.37        51.86         1.0
         Oklahoma                                        63.3       61.9            2.3        53.39        51.14         4.4
         Tennessee                                       69.7       68.4            1.9        67.11        64.30         4.4
         Texas                                           69.7       69.0            1.0        67.72        63.80         6.1
                                                         -----------------------------------------------------------------------
                  Subtotal                               70.1%      69.4%           1.0%      $68.31       $64.83         5.4%

Mountain and Pacific States
         Arizona                                         78.4%      76.8%           2.1%     $104.29       $96.71         7.8%
         Colorado                                        69.4       68.0            2.1        69.76        65.01         7.3
         Hawaii                                          75.5       76.6           (1.4)      111.28       105.24         5.7
         Montana                                         55.3       55.5           (0.4)       48.58        47.55         2.2
         New Mexico                                      70.7       71.5           (1.1)       70.31        68.41         2.8
         Northern California                             70.8       67.6            4.7        87.51        84.29         3.8
         Oregon                                          64.8       64.1            1.1        73.84        70.98         4.0
         Southern California                             67.4       64.7            4.2        81.75        79.87         2.4
         Utah                                            77.0       76.5            0.7        71.28        67.00         6.4
         Washington                                      67.1       64.6            3.9        76.52        71.92         6.4
         Wyoming                                         54.1       55.6           (2.7)       56.35        54.41         3.6
                                                         -----------------------------------------------------------------------
                  Subtotal                               70.5%      69.1%           2.0%      $88.45       $84.54         4.6%
                                                         -----------------------------------------------------------------------
                  Total States                           70.7%      69.1%           2.3%      $81.62       $77.35         5.5%
                                                         -----------------------------------------------------------------------
                  National Average*                      70.5%      68.9%           2.3%      $85.94       $81.67         5.2%
</TABLE>


================================================================================
        * Average property size: 210 rooms.


18
<PAGE>

                                Portland, OR Area
                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                OCCUPANCY            ROOM RATE             ROOM SUPPLY             ROOM DEMAND              ROOM REVENUE
                ------------------   -------------------   ---------------------   ----------------------   ------------------------
                CURRENT PRIOR %      CURRENT PRIOR  %      CURRENT  PRIOR   %      CURRENT  PRIOR    %      CURRENT   PRIOR     %
YEAR MONTH      YEAR    YEAR  CHNG   YEAR    YEAR   CHNG   YEAR     YEAR    CHNG   YEAR     YEAR     CHNG   YEAR      YEAR      CHNG
- ---- -----      ----    ----  ----   ----    ----   ----   ----     ----    ----   ----     ----     ----   ----      ----      ----
<C>             <C>     <C>   <C>    <C>     <C>    <C>    <C>      <C>     <C>    <C>      <C>     <C>     <C>       <C>      <C> 
1990 January    50.8    52.9   -4.0  50.53   48.76   3.6    142073   132463  7.3     72214    70074   3.1    3649066   3416496   6.8
1990 February   57.5    56.5    1.8  52.36   48.45   8.1    129892   123816  4.9     74738    69913   6.9    3913637   3387391  15.5
1990 March      66.4    65.3    1.7  50.11   47.15   6.3    143809   137082  4.9     95515    89516   6.7    4785968   4220680  13.4
1990 April      66.4    64.6    2.8  49.90   49.74    .3    139170   132660  4.9     92443    85675   7.9    4613190   4261117   8.3
1990 May        67.3    68.4   -1.6  51.09   47.33   7.9    143809   137082  4.9     96797    93753   3.2    4945435   4437717  11.4
1990 June       81.4    79.6    2.3  54.30   48.53  11.9    139170   132660  4.9    113352   105578   7.4    6154731   5123233  20.1
1990 July       78.2    79.4   -1.5  53.25   49.46   7.7    143809   137082  4.9    112526   108850   3.4    5992123   5383642  11.3
1990 August     85.0    88.4   -3.8  56.10   51.49   9.0    143809   137082  4.9    122237   121131    .9    6857622   6236997  10.0
1990 September  77.7    75.2    3.3  51.48   48.89   5.3    139170   132660  4.9    108080    99814   8.3    5564442   4879916  14.0
1990 October    65.8    69.9   -5.9  52.67   50.92   3.4    143809   142073  1.2     94603    99281  -4.7    4983009   5055075  -1.4
1990 November   56.3    65.1  -13.5  51.73   51.23   1.0    139770   137490  1.7     78649    89520 -12.1    4068199   4586115 -11.3
1990 December   48.5    49.2   -1.4  52.15   47.89   8.9    144429   142073  1.7     69985    69880    .2    3649618   3346369   9.1
                --------------------------------------------------------------------------------------------------------------------
    TOTAL 1990  66.8    67.9   -1.6  52.32   49.26   6.2   1692719  1624223  4.2   1131139  1102985   2.6   59177040  54334748   8.9

    ROOM SAMPLE PERCENT - 38.7 %           Number of Sample Properties - 12           Number of Census Properties - 49

1991 January    49.9    50.8   -1.8  53.20   50.53   5.3    144429   142073  1.7     72000    72214   -.3    3830518   3649066   5.0
1991 February   57.9    57.5     .7  53.08   52.36   1.4    130452   129892   .4     75561    74738   1.1    4010519   3913637   2.5
1991 March      65.5    66.4   -1.4  50.70   50.11   1.2    144429   143809   .4     94573    95515  -1.0    4795033   4785968    .2
1991 April      74.3    66.4   11.9  52.11   49.90   4.4    139770   139170   .4    103901    92443  12.4    5414310   4613190  17.4
1991 May        68.0    67.3    1.0  51.28   51.09    .4    144429   143809   .4     98208    96797   1.5    5036247   4945435   1.8
1991 June       83.7    81.4    2.8  53.44   54.30  -1.6    139770   139170   .4    117030   113352   3.2    6254128   6154731   1.6
1991 July       81.8    78.2    4.6  55.28   53.25   3.8    145111   143809   .9    118707   112526   5.5    6562617   5992123   9.5
1991 August     89.0    85.0    4.7  56.00   56.10   -.2    145111   143809   .9    129180   122237   5.7    7234533   6857622   5.5
1991 September  74.3    77.7   -4.4  52.40   51.48   1.8    140430   139170   .9    104285   108080  -3.5    5464749   5564442  -1.8
1991 October    60.2    65.8   -8.5  53.92   52.67   2.4    145111   143809   .9     87401    94603  -7.6    4713075   4983009  -5.4
1991 November   54.9    56.3   -2.5  54.64   51.73   5.6    140430   139770   .5     77121    78649  -1.9    4213738   4068199   3.6
1991 December   47.7    48.5   -1.6  51.11   52.15  -2.0    145111   144429   .5     69285    69985  -1.0    3541106   3649618  -3.0
                --------------------------------------------------------------------------------------------------------------------
    TOTAL 1991  67.3    66.8     .7  53.23   52.32   1.7   1704583  1692719   .7   1147252  1131139   1.4   61070573  59177040   3.2

    ROOM SAMPLE PERCENT - 37.0 %           Number of Sample Properties - 13           Number of Census Properties - 50
</TABLE>
<PAGE>

                                Portland, OR Area
                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                OCCUPANCY            ROOM RATE             ROOM SUPPLY             ROOM DEMAND              ROOM REVENUE
                ------------------   -------------------   ---------------------   ----------------------   ------------------------
                CURRENT PRIOR %      CURRENT PRIOR  %      CURRENT  PRIOR   %      CURRENT  PRIOR    %      CURRENT   PRIOR     %
YEAR MONTH      YEAR    YEAR  CHNG   YEAR    YEAR   CHNG   YEAR     YEAR    CHNG   YEAR     YEAR     CHNG   YEAR      YEAR      CHNG
- ---- -----      ----    ----  ----   ----    ----   ----   ----     ----    ----   ----     ----     ----   ----      ----      ----
<C>             <C>     <C>   <C>    <C>     <C>    <C>    <C>      <C>     <C>    <C>      <C>     <C>     <C>       <C>      <C> 
1992 January    50.1    49.9    .4   52.45   53.20  -1.4    145111   144429   .5     72690    72000   1.0    3812484   3830518    .5
1992 February   52.2    57.9  -9.8   53.33   53.08    .5    131068   130452   .5     68421    75561  -9.4    3648632   4010519  -9.0
1992 March      58.5    65.5 -10.7   51.59   50.70   1.8    145111   144429   .5     84873    94573 -10.3    4378798   4795033  -8.7
1992 April      60.1    74.3 -19.1   52.38   52.11    .5    140430   139770   .5     84348   103901 -18.8    4418492   5414310 -18.4
1992 May        60.9    68.0 -10.4   52.72   51.28   2.8    145111   144429   .5     88365    98208 -10.0    4658948   5036247  -7.5
1992 June       80.4    83.7  -3.9   53.65   53.44    .4    140430   139770   .5    112885   117030  -3.5    6056819   6254128  -3.2
1992 July       79.8    81.8  -2.4   53.65   55.28  -2.9    145111   145111   .0    115778   118707  -2.5    6210966   6562617  -5.4
1992 August     82.9    89.0  -6.9   54.12   56.00  -3.4    145111   145111   .0    120312   129180  -6.9    6511256   7234533 -10.0
1992 September  74.2    74.3   -.1   53.21   52.40   1.5    140430   140430   .0    104151   104285   -.1    5541466   5464749   1.4
1992 October    64.7    60.2   7.5   52.68   53.92  -2.3    147064   145111  1.3     95149    87401   8.9    5012340   4713075   6.3
1992 November   55.7    54.9   1.5   52.44   54.64  -4.0    142320   140430  1.3     79289    77121   2.8    4157992   4213738  -1.3
1992 December   48.1    47.7    .8   51.65   51.11   1.1    147064   145111  1.3     70762    69285   2.1    3655023   3541106   3.2
                --------------------------------------------------------------------------------------------------------------------
    TOTAL 1992  64.0    67.3  -4.9   52.93   53.23   -.6   1714361  1704583   .6   1097023  1147252  -4.4   58063216  61070573  -4.9

    ROOM SAMPLE PERCENT - 33.6 %           Number of Sample Properties - 14           Number of Census Properties - 51

1993 January    47.8    50.1  -4.6   54.62   52.45   4.1    147064   145111  1.3     70333    72690  -3.2    3841727   3812484    .8
1993 February   54.5    52.2   4.4   54.35   53.33   1.9    134652   131068  2.7     73449    68421   7.3    3992123   3648632   9.4
1993 March      61.6    58.5   5.3   54.38   51.59   5.4    149079   145111  2.7     91779    84873   8.1    4990603   4378798  14.0
1993 April      65.2    60.1   8.5   55.15   52.38   5.3    144270   140430  2.7     94047    84348  11.5    5186679   4418492  17.4
1993 May        62.4    60.9   2.5   54.88   52.72   4.1    149079   145111  2.7     93020    88365   5.3    5104996   4658948   9.6
1993 June       71.2    80.4 -11.4   55.81   53.65   4.0    144270   140430  2.7    102712   112885  -9.0    5732547   6056819  -5.4
1993 July       78.2    79.8  -2.0   56.36   53.65   5.1    149079   145111  2.7    116530   115778    .6    6567803   6210966   5.7
1993 August     76.8    82.9  -7.4   57.49   54.12   6.2    149079   145111  2.7    114473   120312  -4.9    6580952   6511256   1.1
1993 September  67.9    74.2  -8.5   55.90   53.21   5.1    144270   140430  2.7     97984   104151  -5.9    5476893   5541466  -1.2
1993 October    60.3    64.7  -6.8   55.12   52.68   4.6    149079   147064  1.4     89843    95149  -5.6    4951881   5012340  -1.2
1993 November   60.5    55.7   8.6   53.26   52.44   1.6    146130   142320  2.7     88349    79289  11.4    4705414   4157992  13.2
1993 December   48.3    48.1    .4   52.40   51.65   1.5    151001   147064  2.7     72896    70762   3.0    3819595   3655023   4.5
                --------------------------------------------------------------------------------------------------------------------
     TOTAL 1993 62.9    64.0  -1.7   55.14   52.93   4.2   1757052  1714361  2.5   1105415  1097023    .8   60951213  58063216   5.0

     ROOM SAMPLE PERCENT - 39.5 %           Number of Sample Properties - 17           Number of Census Properties - 53
</TABLE>
<PAGE>

                                Portland, OR Area
                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                OCCUPANCY            ROOM RATE             ROOM SUPPLY             ROOM DEMAND              ROOM REVENUE
                ------------------   -------------------   ---------------------   ----------------------   ------------------------
                CURRENT PRIOR %      CURRENT PRIOR  %      CURRENT  PRIOR   %      CURRENT  PRIOR    %      CURRENT   PRIOR     %
YEAR MONTH      YEAR    YEAR  CHNG   YEAR    YEAR   CHNG   YEAR     YEAR    CHNG   YEAR     YEAR     CHNG   YEAR      YEAR      CHNG
- ---- -----      ----    ----  ----   ----    ----   ----   ----     ----    ----   ----     ----     ----   ----      ----      ----
<C>             <C>     <C>   <C>    <C>     <C>    <C>    <C>      <C>     <C>    <C>      <C>     <C>     <C>       <C>      <C> 
1994 January    46.7    47.8  -2.3   53.22   54.62  -2.6    151001   147064  2.7     70505    70333    .2    3752209   3841727  -2.3
1994 February   53.6    54.5  -1.7   54.63   54.35    .5    136388   134652  1.3     73069    73449   -.5    3991980   3992123   -.0
1994 March      59.4    61.6  -3.6   54.63   54.38    .5    151001   149079  1.3     89751    91779  -2.2    4902878   4990603  -1.8
1994 April      62.3    65.2  -4.4   54.88   55.15   -.5    146130   144270  1.3     91074    94047  -3.2    4997915   5186679  -3.6
1994 May        59.6    62.4  -4.5   56.29   54.88   2.6    152272   149079  2.1     90784    93020  -2.4    5109868   5104996    .1
1994 June       74.7    71.2   4.9   59.16   55.81   6.0    147360   144270  2.1    110107   102712   7.2    6513858   5732547  13.6
1994 July       78.2    78.2    .0   59.43   56.36   5.4    152272   149079  2.1    119001   116530   2.1    7072366   6567803   7.7
1994 August     83.3    76.8   8.5   60.86   57.49   5.9    156054   149079  4.7    129943   114473  13.5    7908858   6580952  20.2
1994 September  74.4    67.9   9.6   57.92   55.90   3.6    151020   144270  4.7    112377    97984  14.7    6509137   5476893  18.8
1994 October    68.6    60.3  13.8   56.60   55.12   2.7    156054   149079  4.7    107131    89843  19.2    6063955   4951881  22.5
1994 November   63.2    60.5   4.5   55.58   53.26   4.4    151020   146130  3.3     95501    88349   8.1    5307644   4705414  12.8
1994 December   52.2    48.3   8.1   55.12   52.40   5.2    156054   151001  3.3     81399    72896  11.7    4486618   3819595  17.5
                --------------------------------------------------------------------------------------------------------------------
    TOTAL 1994  64.8    62.9   3.0   56.91   55.14   3.2   1806626  1757052  2.8   1170642  1105415   5.9   66617286  60951213   9.3

    ROOM SAMPLE PERCENT - 39.7 %           Number of Sample Properties - 17           Number of Census Properties . 55

1995 January    52.4    46.7  12.2   58.41   53.22   9.8    156054   151001  3.3     81729    70505  15.9    4773541   3752209  27.2
1995 February   58.6    53.6   9.3   58.78   54.63   7.6    140952   136388  3.3     82531    73069  12.9    4851332   3991980  21.5
1995 March      64.5    59.4   8.6   59.35   54.63   8.6    156054   151001  3.3    100659    89751  12.2    5974289   4902878  21.9
1995 April      62.6    62.3    .5   59.53   54.88   8.5    151020   146130  3.3     94614    91074   3.9    5632778   4997915  12.7
1995 May        66.7    59.6  11.9   60.34   56.29   7.2    156054   152272  2.5    104105    90784  14.7    6281219   5109868  22.9
1995 June       77.6    74.7   3.9   62.06   59.16   4.9    151020   147360  2.5    117266   110107   6.5    7277521   6513858  11.7
1995 July       80.5    78.2   2.9   62.97   59.43   6.0    156054   152272  2.5    125664   119001   5.6    7912989   7072366  11.9
1995 August     85.4    83.3   2.5   64.66   60.86   6.2    156054   156054   .0    133236   129943   2.5    8615120   7908858   8.9
1995 September  74.7    74.4    .4   62.50   57.92   7.9    151020   151020   .0    112842   112377    .4    7053084   6509137   8.4
1995 October    70.0    68.6   2.0   63.33   56.60  11.9    156054   156054   .0    109283   107131   2.0    6920448   6063955  14.1
1995 November   59.9    63.2  -5.2   62.29   55.58  12.1    151020   151020   .0     90491    95501  -5.2    5636675   5307644   6.2
1995 December   56.2    52.2   7.7   61.81   55.12  12.1    156054   156054   .0     87678    81399   7.7    5418973   4486618  20.8
                --------------------------------------------------------------------------------------------------------------------
    TOTAL 1995  67.5    64.8   4.2   61.57   56.91   8.2   1837410  1806626  1.7   1240098  1170642   5.9   76347969  66617286  14.6

    ROOM SAMPLE PERCENT - 41.8 %           Number of Sample Properties - 18           Number of Census Properties - 55
</TABLE>
<PAGE>

                              Washington East Area
                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                OCCUPANCY            ROOM RATE             ROOM SUPPLY             ROOM DEMAND              ROOM REVENUE
                ------------------   -------------------   ---------------------   ----------------------   ------------------------
                CURRENT PRIOR %      CURRENT PRIOR  %      CURRENT  PRIOR   %      CURRENT  PRIOR    %      CURRENT   PRIOR     %
YEAR MONTH      YEAR    YEAR  CHNG   YEAR    YEAR   CHNG   YEAR     YEAR    CHNG   YEAR     YEAR     CHNG   YEAR      YEAR      CHNG
- ---- -----      ----    ----  ----   ----    ----   ----   ----     ----    ----   ----     ----     ----   ----      ----      ----
<C>             <C>     <C>   <C>    <C>     <C>    <C>    <C>      <C>     <C>    <C>      <C>     <C>     <C>       <C>      <C> 
1996 January    37.7    43.1 -12.5   50.45   47.95   5.2    298220   288889  3.2    112327   124535  -9.8    5667023   5971689  -5.1
1996 February   46.7    49.8  -6.2   50.43   48.48   4.0    269360   262696  2.5    125719   130777  -3.9    6339607   6339614   -.0
1996 March      55.3    61.3  -9.8   49.60   48.93   1.4    299863   290842  3.1    165907   178368  -7.0    8228935   8726711  -5.7
1996 April      57.7    63.6  -9.3   50.39   49.19   2.4    290190   281460  3.1    167376   178998  -6.5    8434454   8805043  -4.2
1996 May        62.3    72.0 -13.5   53.12   51.59   3.0    299863   296577  1.1    186817   213593 -12.5    9924479  11019888  -9.9
1996 June       70.3    76.1  -7.6   54.85   53.82   1.9    290190   287010  1.1    204001   218410  -6.6   11188942  11754390  -4.8
1996 July       68.7    73.7  -6.8   55.61   54.20   2.6    300483   296577  1.3    206452   218456  -5.5   11480981  11839670  -3.0
1996 August     70.4    77.8  -9.5   56.10   54.55   2.8    305133   296577  2.9    214704   230710  -6.9   12044982  12584463  -4.3
1996 September  67.5    75.6 -10.7   53.27   53.68   -.8    297390   288600  3.0    200625   218227  -8.1   10686731  11714000  -8.8
                --------------------------------------------------------------------------------------------------------------------
    TOTAL 1996  59.8    66.1  -9.5   53.03   51.84   2.3   2650692  2589228  2.4   1583928  1712074  -7.5   83996134  88755468  -5.4

    ROOM SAMPLE PERCENT - 34.7 %           Number of Sample Properties - 41           Number of Census Properties - 54

    SOURCE: SMITH TRAVEL RESEARCH - The information contained in this report is based upon independent surveys and research
                                    from sources considered reliable but no representation is made as to its completeness or
                                    accuracy. This information is in no way to be construed as a recommendation by Smith
                                    Travel Research of any industry standard and is intended solely for the internal purposes
                                    of your company and should not be published in any manner unless authorized by Smith
                                    Travel Research.
</TABLE>
<PAGE>

                                Portland, OR Area
                           JANUARY 1989 SEPTEMBER 1996

SOURCE: SMITH TRAVEL RESEARCH                                           11/07/96

<TABLE>
<CAPTION>
                OCCUPANCY            ROOM RATE             ROOM SUPPLY             ROOM DEMAND              ROOM REVENUE
                ------------------   -------------------   ---------------------   ----------------------   ------------------------
                CURRENT PRIOR %      CURRENT PRIOR  %      CURRENT  PRIOR   %      CURRENT  PRIOR    %      CURRENT   PRIOR     %
YEAR MONTH      YEAR    YEAR  CHNG   YEAR    YEAR   CHNG   YEAR     YEAR    CHNG   YEAR     YEAR     CHNG   YEAR      YEAR      CHNG
- ---- -----      ----    ----  ----   ----    ----   ----   ----     ----    ----   ----     ----     ----   ----      ----      ----
<C>             <C>     <C>   <C>    <C>     <C>    <C>    <C>      <C>     <C>    <C>      <C>     <C>     <C>       <C>      <C> 
1996 January    51.4    52.4  -1.9   63.07   58.41   8.0    156054   156054   .0    80262    81729   -1.8    5062444   4773541   6.1
1996 February   63.0    58.6   7.5   61.64   58.78   4.9    140952   140952   .0    88828    82531    7.6    5475382   4851332  12.9
1996 March      68.8    64.5   6.7   62.81   59.35   5.8    156054   156054   .0   107329   100659    6.6    6741775   5974289  12.8
1996 April      66.1    62.6   5.6   64.88   59.53   9.0    154320   151020  2.2   102080    94614    7.9    6623387   5632778  17.6
1996 May        69.1    66.7   3.6   65.91   60.34   9.2    159464   156054  2.2   110120   104105    5.8    7258174   6281219  15.6
1996 June       76.6    77.6  -1.3   66.71   62.06   7.5    154320   151020  2.2   118186   117266     .8    7883960   7277521   8.3
1996 July       81.1    80.5    .7   70.29   62.97  11.6    165664   156054  6.2   134336   125664    6.9    9442163   7912989  19.3
1996 August     85.3    85.4  - .1   68.96   64.66   6.7    165664   156054  6.2   141234   133236    6.0    9740108   8615120  13.1
1996 September  69.5    74.7  -7.0   66.67   62.50   6.7    163440   151020  8.2   113563   112842     .6    7570869   7053084   7.3
                --------------------------------------------------------------------------------------------------------------------
    TOTAL 1996  70.3    69.3   1.4   66.07   61.27   7.8   1415932  1374282  3.0   995938   952646    4.5   65798262  58371873  12.7

    ROOM SAMPLE PERCENT - 37.2 %           Number of Sample Properties - 17           Number of Census Properties - 59

    SOURCE: SMITH TRAVEL RESEARCH - The information contained in this report is based upon independent surveys and research
                                    from sources considered reliable but no representation is made as to its completeness or
                                    accuracy. This information is in no way to be construed as a recommendation by Smith
                                    Travel Research of any industry standard and is intended solely for the internal purposes
                                    of your company and should not be published in any manner unless authorized by Smith
                                    Travel Research.
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN

                                Portland, OR Area
                                                                11/07/96 Page: 1

<TABLE>
<CAPTION>
                                                                                                
                                                                    Zip                         
STR CODE  Name of Establishment            City                 ST  Code   Telephone       YEAR 
- --------  ------------------------------   -------------------  --  -----  --------------  ---- 
<S>       <C>                              <C>                  <C> <C>    <C>             <C>  
   17602  GREENWOOD INN                    BEAVERTON            OR  97005  (503) 643-7444       
   22913  SATELLITE MOTEL                  BEAVERTON            OR  97005  (503) 646-2155  8004 
    3353  VAL U MOTOR INN                  BEAVERTON            OR  97005  (503) 646-4131       
   10276  RAMADA BEAVERTON                 BEAVERTON            OR  97005  (503) 643-9100       
   17603  PEPPER TREE MOTOR INN            BEAVERTON            OR  97005  (503) 641-7477       
   29792  EXECUTIVE INN AT THE LAKE        BEAVERTON            OR  97006  (503) 645-2640  8600 
   33271  FAIRFIELD INN HILLSBORO          BEAVERTON            OR  97006                  9613 
   22896  AMERICAN MOTOR INN               ALOHA                OR  97006  (503) 649-8591       
   25749  COURTYARD PORTLAND/BEAVERTON     BEAVERTON            OR  97008  (503) 641-3200  8902 
   33051  COMFORT INN CANBY                CANBY                OR  97013  (503) 266-5400  8605 
   23115  MONARCH MOTOR HOTEL              CLACKAMAS            OR  97015  (503) 652-1515       
   25860  HAMPTON INN PORTLAND             CLACKAMAS            OR  97015  (503) 655-0062  9609 
   31855  CLACKAMAS INN                    CLACKAMAS            OR  97015  (503) 650-5340       
    3377  BEST WESTERN SUNNYSIDE INN       CLACKAMAS            OR  97015  (503) 652-1500  8000 
   22467  DAYS INN PORTLAND/SOUTH          CLACKAMAS            OR  97015  (503) 654-1699       
   22964  RED FOX MOTEL                    ESTACADA             OR  97023  (503) 630-4243       
   13075  MT HOOD INN                      GOVERNMENT CAMP      OR  97028  (503) 272-3205  9002 
   17710  TIMBERLINE LODGE                 TIMBERLINE           OR  97028  (503) 231-5400       
   29255  PHOENIX INN                      LAKE OSWEGO          OR  97035  (503) 624-7400  9311 
    5303  RESIDENCE INN PORTLAND SOUTH     LAKE OSWEGO          OR  97035  (503) 684-2603  8412 
    3376  BEST WESTERN SHERWOOD INN MOTE   LAKE OSWEGO          OR  97035  (503) 620-2980  7200 
   26993  CROWNE PLAZA PORTLAND/LAKE OSW   LAKE OSWEGO          OR  97035  (503) 624-8400  8910 
   17729  VALU INN                         OREGON CITY          OR  97045  (503) 655-7141       
   33190  BEST WESTERN SANDY INN           SANDY                OR  97055  (503) 668-7100  9607 
   32848  CENTURY HOTEL                    TUALATIN             OR  97062  (503) 692-3600       
   17744  SWEETBRIAR INN                   TUALATIN             OR  97062  (503) 692-5800       
   23159  RESORT AT THE MOUNTAIN           WELCHES              OR  97067  (503) 622-3101       
    8998  SNOOZ INN                        WILSONVILLE          OR  97070  (503) 682-2333  6800 
   29025  COMFORT INN WILSONVILLE          WILSONVILLE          OR  97070  (503) 682-9000  9210 
   23453  SUPER 8 PORTLAND/WILSONVILLE     WILSONVILLE          OR  97070  (503) 682-2088  8512 
   13102  MOTEL ORLEANS WILSONVILLE        WILSONVILLE          OR  97070  (503) 682-3184  8706 
   10279  BURNS WEST MOTEL                 WILSONVILLE          OR  97070  (503) 682-2123       
     434  HOLIDAY INN PORTLAND I-5 S       WILSONVILLE          OR  97070  (503) 682-2211       
   19114  BEST WESTERN WILLIAMETTE INN     WILSONVILLE          OR  97070  (503) 682-2288  3612 
   30131  TRAVELODGE FOREST GROVE          FOREST GROVE         OR  97116  (503) 357-9000  9405 
   27755  FOREST GROVE INN                 FOREST GROVE         OR  97116  (503) 357-9700  9011 
   17661  DUNES                            HILLSBORO            OR  97123  (503) 648-8991       
   17662  PARK DUNES MOTEL                 HILLSBORO            OR  97123  (503) 640 4791       
</TABLE>
<TABLE>
<CAPTION>
                                                  RESPONSE REPORT                Report #: Res-14       
                                                  -----1995------ ---------------1996----------------   
STR CODE  Name of Establishment            ROOMS  SEP OCT NOV DEC JAN FEB MAR APR MAY JUN JUL AUG SEP   
- --------  ------------------------------   -----  --------------- -----------------------------------   
<S>       <C>                               <C>    <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>  
   17602  GREENWOOD INN                     253
   22913  SATELLITE MOTEL                    48    X   X   X   X   X   X   X   X   X   X   X       X
    3353  VAL U MOTOR INN                    62
   10276  RAMADA BEAVERTON                  143    X   X   X   X   X   X   X   X   X   X   X   X   X
   17603  PEPPER TREE MOTOR INN              75
   29792  EXECUTIVE INN AT THE LAKE          98
   33271  FAIRFIELD INN HILLSBORO           105
   22896  AMERICAN MOTOR INN                 50
   25749  COURTYARD PORTLAND/BEAVERTON      149    X   X   X   X   X   X   X   X   X   X   X   X   X
   33051  COMFORT INN CANBY                  35                                X   X   X   X   X   X
   23115  MONARCH MOTOR HOTEL               193
   25860  HAMPTON INN PORTLAND              104    X   X   X   X   X                               X
   31855  CLACKAMAS INN                     105
    3377  BEST WESTERN SUNNYSIDE INN        141
   22467  DAYS INN PORTLAND/SOUTH           110    X   X   X   X   X   X   X   X   X   X   X   X   X
   22964  RED FOX MOTEL                      35
   13075  MT HOOD INN                        56
   17710  TIMBERLINE LODGE                   60
   29255  PHOENIX INN                        62
    5303  RESIDENCE INN PORTLAND SOUTH      112    X   X   X   X   X   X   X   X   X   X   X   X   X
    3376  BEST WESTERN SHERWOOD INN MOTE    101    X   X   X   X   X   X   X 
   26993  CROWNE PLAZA PORTLAND/LAKE OSW    161    X   X   X   X   X   X   X   X   X   X   X   X   X
   17729  VALU INN                          120
   33190  BEST WESTERN SANDY INN             45
   32848  CENTURY HOTEL                      40
   17744  SWEETBRIAR INN                     98
   23159  RESORT AT THE MOUNTAIN            160    X   X   X   X   X   X 
    8998  SNOOZ INN                          57
   29025  COMFORT INN WILSONVILLE            63    X   X   X   X   X   X   X   X   X   X
   23453  SUPER 8 PORTLAND/WILSONVILLE       72
   13102  MOTEL ORLEANS WILSONVILLE          78
   10279  BURNS WEST MOTEL                   74
     434  HOLIDAY INN PORTLAND I-5 S        166    X   X   X   X   X   X   X   X   X   X   X   X   X
   19114  BEST WESTERN WILLIAMETTE INN       63
   30131  TRAVELODGE FOREST GROVE            41    X   X   X   X                       X   X   X   X
   27755  FOREST GROVE INN                   20
   17661  DUNES                              40
   17662  PARK DUNES MOTEL                   60
</TABLE>
<PAGE>

                         LIST OF PROPERTIES INCLUDED IN

                                Portland, OR Area
                                                                11/07/96 Page: 2

<TABLE>
<CAPTION>
                                                                                                
                                                                    Zip                         
STR CODE  Name of Establishment            City                 ST  Code   Telephone       YEAR 
- --------  ------------------------------   -------------------  --  -----  --------------  ---- 
<S>       <C>                              <C>                  <C> <C>    <C>             <C>  
   22998  BEST WESTERN HALLMARK INN        HILLSBORO            OR  97124  (503) 648-3500  8500 
   30166  RESIDENCE INN PORTLAND WEST      HILLSBORO            OR  97124  (503) 531-3200  9408 
   31730  COURTYARD HILLSBORO              HILLSBORO            OR  97124  (503) 690-1800  9607 
   17702  SAFARI MOTOR INN                 MC MINNVILLE         OR  97128  (503) 472-5187       
   17701  PAROGON MOTEL                    MC MINNVILLE         OR  97128  (503) 472-9493       
   29644  BEST WESTERN VINEYARD INN        MC MINNVILLE         OR  97128  (503) 472-4900  9302 
   12676  SHILO INN NEWBERG                NEWBERG              OR  97132  (503) 537-0303       
   23061  TOWNE & COUNTRY MOTEL            NEWBERG              OR  97132  (503) 538-2800       
   23164  FLYING M RANCH                   YAMHILL              OR  97148  (503) 662-3222       
   17749  WAYSIDE MOTOR INN                PORTLAND             OR  97223  (503) 245-6421       
   11195  SHILO INN TIGARD/WASHINGION SQ   TIGARD               OR  97223  (503) 620-4320  8400 
   26183  EMBASSY SUITES PORTLAND/TIGARD   TIGARD               OR  97223  (503) 644-4000  8701 
   31864  PHOENIX INN/WASHINGION SQ        TIGARD               OR  97223  (503) 624-9000       
   17748  DAYS INN TIGARD                  TIGARD               OR  97223  (503) 246-8451       
   32586  COURTYARD TIGARD                 TIGARD               OR  97224  (503) 684-7900  9604 
    5947  MOTEL 6 PORTLAND/TIGARD EAST     TIGARD               OR  97224  (503) 684-0760       
    6529  MOTEL 6 PORTLAND                 TIGARD               OR  97224  (503) 620-2066       
   23117  QUALITY TIGARD                   TIGARD               OR  97224  (503) 620-3460       
    3378  BEST WESTERN CHATEAU 290         TIGARD               OR  97224  (503) 620-2030  7400 
   17743  LAMPLIGHTER MOTEL                PORTLAND             OR  97225  (503) 297-2211       
   10275  SHILO INN PORTLAND/BEAVERTON     PORTLAND             OR  97225  (503) 297-2551       
   23150  ECONO LODGE MILWAUKIE/PORTLAND   MILWAUKIE            OR  97267  (503) 654-2222  9107 
</TABLE>
<TABLE>
<CAPTION>
                                                  RESPONSE REPORT                Report #: Res-14       
                                                  -----1995------ ---------------1996----------------   
STR CODE  Name of Establishment            ROOMS  SEP OCT NOV DEC JAN FEB MAR APR MAY JUN JUL AUG SEP   
- --------  ------------------------------   -----  --------------- -----------------------------------   
<S>       <C>                               <C>    <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>  
   22998  BEST WESTERN HALLMARK INN         123
   30166  RESIDENCE INN PORTLAND WEST       122    X   X   X   X   X   X   X   X   X   X   X   X   X
   31730  COURTYARD HILLSBORO               155                                            X    
   17702  SAFARI MOTOR INN                   90
   17701  PAROGON MOTEL                      55
   29644  BEST WESTERN VINEYARD INN          65
   12676  SHILO INN NEWBERG                  60
   23061  TOWNE & COUNTRY MOTEL              21
   23164  FLYING M RANCH                     35
   17749  WAYSIDE MOTOR INN                 117
   11195  SHILO INN TIGARD/WASHINGION SQ     77
   26183  EMBASSY SUITES PORTLAND/TIGARD    354    X   X   X   X   X   X   X   X   X   X   X   X   X
   31864  PHOENIX INN/WASHINGION SQ          56
   17748  DAYS INN TIGARD                    51    X   X   X   X   X   X   X   X   X   X   X   X   X
   32586  COURTYARD TIGARD                  110                                X   X   X   X   X   X 
    5947  MOTEL 6 PORTLAND/TIGARD EAST       80    X   X   X   X   X   X   X   X   X   X   X   X   X
    6529  MOTEL 6 PORTLAND                  117    X   X   X   X   X   X   X   X   X   X   X   X   X
   23117  QUALITY TIGARD                    122    X   X           X   X   X   X   X   X   X   X   X  
    3378  BEST WESTERN CHATEAU 290           68
   17743  LAMPLIGHTER MOTEL                  56
   10275  SHILO INN PORTLAND/BEAVERTON      142
   23150  ECONO LODGE MILWAUKIE/PORTLAND     22    X   X   X   X       X   X   X   X   X   X   X   X
                                           ----
                                           5553    X - Denotes data received by Smith Travel Research.
</TABLE>
<PAGE>

================================================================================

LIMITED-SERVICE HOTELS
Performance in 1995
================================================================================

Since the proliferation of all the new limited-service chains in the mid-1980s,
this hotel segment has been viewed extremely favorably. For hotel guests, new
limited-service hotels offered a guest room that was frequently superior to
existing full-service hotels at one-half to two-thirds the price. For hotel
managers, the properties were simple to operate. For the hotel ownership and
financial community, limited-service properties represented high profit margins
with a lesser degree of financial risk.

After ten years of being the darling child of the industry, however, it appears
that limited-service hotels have not only matured in the marketplace, but are
beginning to show some signs of fatigue. For the first time since 1984, the
limited-service hotel segment achieved the lowest occupancy of any property type
surveyed in Trends in the Hotel Industry.

Realistically, all this means is that the limited-service hotel segment is not
enjoying the upside of the industry resurgence to the same degree as the other
types of hotels. Limited-service properties still achieved an aggregate
occupancy just shy of 70 percent, and their average room rates rose 5.9 percent,
second highest of all segments. In addition, an average operating profit margin
of 41.8 percent still make these properties the most fiscally efficient.

                             LIMITED-SERVICE HOTELS

                                   Market Mix

    [THE FOLLOWING TABLE WAS DEPICTED AS A PIE CHART IN THE PRINTED MATERIAL]

                              ----------------------
                               Convention      0.4%

                               Conference      1.9%

                               Other           0.5%

                               Business       45.8%

                               Tourists       51.4%
                              ----------------------

However, a degree of caution needs to be raised. The vast majority of new hotel
construction (measured in number of properties) is still occurring in this
segment. In several suburban markets in the United States, we have seen
localized pockets of overdevelopment causing significant declines in market
occupancies. This should not be construed as a blanket condemnation of all
limited-service hotel development, but it should be a warning to examine the
individual merits of each proposed project. Even with low development costs and
high profit margins, automatic success is not as sure as it has been in the
past. With increasing competition, time has proven that the need to maintain a
quality facility and offer good service is crucial in determining the success of
a limited-service operation.

================================================================================


74
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                                Figure Number 14
================================================================================

<TABLE>
<CAPTION>
                                                                                         Rate Groups
                                                                              ---------------------------------
                                                        All         Average                $35.00
                                                  Limited-Service     for       Under        to          Over
                                                       Hotels       Top 25%*    $35.00     $50.00       $50.00
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                95.5%        95.4%       94.4%      95.7%        95.5%
   Telephone                                             2.4          2.4         2.6        2.4          2.4
   Other Operated Departments                            0.8          0.9         1.3        0.7          0.8
   Rentals and Other Income                              1.2          1.3         1.6        1.2          1.3
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                23.2%        20.9%       28.3%      24.3%        22.0%
   Telephone                                             1.5          1.4         2.1        1.6          1.4
   Other Operated Departments                            0.6          0.7         0.6        0.5          0.7
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           25.3%        23.0%       31.0%      26.4%        24.1%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   74.7%        77.0%       69.0%      73.6%        75.9%

Undistributed Operating Expenses:**
   Administrative and General                            9.0%         7.8%       11.2%       9.5%         8.4%
   Franchise Fees                                        1.9          1.4         1.7        2.1          1.7
   Marketing and Guest Entertainment                     3.7          3.7         4.5        3.3          4.0
   Property Operation and Maintenance                    5.6          4.5        10.3        6.0          4.9
   Energy Costs                                          5.0          3.9         7.6        5.5          4.4
   Other Unallocated Operated Departments                --           --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       25.1%        21.3%       35.3%      26.5%        23.5%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          49.6%        55.7%       33.7%      47.1 %       52.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       2.8%         3.2%        3.1%       2.6%         2.9%
   Property Taxes and Other Municipal Charges            4.0          4.1         3.5        4.0          4.0
   Insurance on Buildings and Contents                   1.1          1.1         1.2        1.1          1.1
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     7.8%         8.3%        7.8%       7.7%         7.9%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    41.8%        47.3%       25.9%      39.4%        44.5%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                13.3%        11.7%       17.5%      14.2%        12.4%
   Payroll Taxes and Employee Benefits                   3.5          3.4         4.0        3.4          3.5
                                                  -------------------------------------------------------------
     Subtotal                                           16.8%        15.1%       21.5%      17.6%        15.9%
   Laundry, Linen, and Guest Supplies                    1.6          1.2         3.3        1.8          1.3
   Commissions and Reservation Expenses                  1.6          1.6         1.0        1.4          1.7
   Complimentary Food and/or Beverage Expenses           1.7          1.6         0.6        1.8          1.7
   All Other Expenses                                    2.7          2.5         3.6        2.7          2.6
                                                  -------------------------------------------------------------
     Total Rooms Expense                                24.4%        22.0%       30.0%      25.3%        23.2%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            75.6%        78.0%       70.0%      74.7%        76.8%
                                                  =============================================================
Percentage of Occupancy                                 69.9%        78.1%       64.3%      67.3%        73.5%
Average Daily Rate per Occupied Room                   $51.15       $63.13      $31.31     $44.34       $60.14
Average Size (Rooms)                                     107          111          98        100          116
</TABLE>

================================================================================

  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              75
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995
Ratios to Total Revenues
Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                        Geographic Divisions
                                                  -------------------------------------------------------------
                                                    New England                                        Mountain
                                                        and          North      South       South         and
                                                  Middle Atlantic   Central    Atlantic    Central      Pacific
                                                  -------------------------------------------------------------
<S>                                                    <C>          <C>         <C>        <C>          <C>   
Revenues:
   Rooms                                                94.3%        95.4%       94.8%      96.9%        95.1%
   Telephone                                             3.0          2.7         2.7        2.0          2.3
   Other Operated Departments                            1.5          0.4         1.2        0.3          0.9
   Rentals and Other Income                              1.2          1.5         1.3        0.7          1.7
                                                  -------------------------------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0%     100.0%       100.0%

Departmental Costs and Expenses:
   Rooms                                                26.6%        23.1%       22.6%      22.2%        23.6%
   Telephone                                             1.7          1.5         1.7        1.4          1.4
   Other Operated Departments                            1.3          0.3         0.9        0.3          0.5
                                                  -------------------------------------------------------------
     Total Costs and Expenses                           29.6%        24.9%       25.2%      23.8%        25.5%
                                                  -------------------------------------------------------------
   Total Operated Departmental Income                   70.4%        75.1%       74.8%      76.2%        74.5%

Undistributed Operating Expenses:**
   Administrative and General                           10.2%         8.7%        9.8%       8.4%         8.5%
   Franchise Fees                                        2.9          2.8         2.6        1.2          0.9
   Marketing and Guest Entertainment                     4.5          3.9         4.3        2.8          3.9
   Property Operation and Maintenance                    5.7          5.0         5.6        5.3          6.2
   Energy Costs                                          6.0          4.7         5.4        4.7          4.6
   Other Unallocated Operated Departments                0.1          --          --         --           --
                                                  -------------------------------------------------------------
     Total Undistributed Expenses                       29.4%        25.1%       27.9%      22.3%        24.1%
                                                  -------------------------------------------------------------
   Income before Fixed Charges                          40.9%        50.0%       46.9%      53.8 %       50.4%

Management Fees, Property Taxes, and Insurance:**  
   Management Fees                                       3.5%         4.2%        2.9%       1.4%         3.1%
   Property Taxes and Other Municipal Charges            5.5          4.7         3.6        3.9          3.5
   Insurance on Buildings and Contents                   0.7          0.7         1.1        1.3          1.2
                                                  -------------------------------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                     9.6%         9.6%        7.6%       6.6%         7.8%
                                                  -------------------------------------------------------------
Income before Other Fixed Charges***                    31.3%        40.4%       39.3%      47.2%        42.6%
                                                  =============================================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0%     100.0%       100.0%
Departmental Expenses:
   Salaries and Wages including Vacation                15.6%        13.6%       12.9%      12.3%        13.8%
   Payroll Taxes and Employee Benefits                   4.7          2.4         3.1        3.8          3.7
                                                  -------------------------------------------------------------
     Subtotal                                           20.3%        16.0%       16.0%      16.1%        17.5%
   Laundry, Linen, and Guest Supplies                    1.6          2.0         1.7        0.9          1.9
   Commissions and Reservation Expenses                  2.1          1.8         1.8        1.0          1.6
   Complimentary Food and/or Beverage Expenses           1.3          2.0         1.7        1.8          1.4
   All Other Expenses                                    3.0          2.4         2.6        3.0          2.4
                                                  -------------------------------------------------------------
     Total Rooms Expense                                28.3%        24.2%       23.8%      22.8%        24.8%
                                                  -------------------------------------------------------------
   Rooms Departmental Income                            71.7%        75.8%       76.2%      77.2%        75.2%
                                                  =============================================================
Percentage of Occupancy                                 69.0%        71.6%       70.9%      71.0%        66.8%
Average Daily Rate per Occupied Room                   $58.94       $49.83      $48.92     $49.93       $53.28
Average Size (Rooms)                                     116           80         123        122           96
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

76
<PAGE>

================================================================================
                                                  LIMITED-SERVICE HOTELS -- 1995
                                                        Ratios to Total Revenues
                                                    Figure Number 14 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                      Property Size Classifications
                                                  -------------------------------------
                                                       Under        75 to        Over   
                                                        75           150         150   
                                                       Rooms        Rooms       Rooms
                                                  -------------------------------------
<S>                                                    <C>          <C>         <C>    
Revenues:
   Rooms                                                96.0%        95.9%       93.9% 
   Telephone                                             2.6          2.3         2.6  
   Other Operated Departments                            0.3          0.7         1.7  
   Rentals and Other Income                              1.1          1.1         1.9  
                                                  -------------------------------------
     Total Revenues                                    100.0%       100.0%      100.0% 

Departmental Costs and Expenses:
   Rooms                                                22.1%        23.0%       24.5% 
   Telephone                                             1.6          1.5         1.6  
   Other Operated Departments                            0.2          0.5         1.2  
                                                  -------------------------------------
     Total Costs and Expenses                           23.8%        25.0%       27.3% 
                                                  -------------------------------------
   Total Operated Departmental Income                   76.2%        75.0%       72.7% 

Undistributed Operating Expenses:**
   Administrative and General                            8.3%         9.0%        9.3% 
   Franchise Fees                                        2.6          1.7         1.9  
   Marketing and Guest Entertainment                     3.7          3.6         4.3  
   Property Operation and Maintenance                    5.5          5.5         5.7  
   Energy Costs                                          4.6          5.0         5.2  
   Other Unallocated Operated Departments                --           --          --   
                                                  -------------------------------------
     Total Undistributed Expenses                       24.7%        24.9%       26.5% 
                                                  -------------------------------------
   Income before Fixed Charges                          51.5%        50.2%       46.2% 

Management Fees, Property Taxes, and Insurance:**
   Management Fees                                       6.2%         2.2%        2.5% 
   Property Taxes and Other Municipal Charges            3.8          4.0         4.1  
   Insurance on Buildings and Contents                   0.6          1.1         1.3  
                                                  -------------------------------------
     Total Management Fees, Property Taxes,
       and Insurance                                    10.6%         7.3%        8.0% 
                                                  -------------------------------------
Income before Other Fixed Charges***                    40.9%        42.9%       38.2% 
                                                  =====================================

Rooms Department:
   Rooms Net Revenue                                   100.0%       100.0%      100.0% 
Departmental Expenses:
   Salaries and Wages including Vacation                13.0%        13.1%       14.3% 
   Payroll Taxes and Employee Benefits                   2.1          3.5         4.3  
                                                  -------------------------------------
     Subtotal                                           15.1%        16.6%       18.6% 
   Laundry, Linen, and Guest Supplies                    2.6          1.4         1.5  
   Commissions and Reservation Expenses                  1.6          1.5         1.8  
   Complimentary Food and/or Beverage Expenses           1.6          1.8         1.1  
   All Other Expenses                                    2.1          2.7         3.1  
                                                  -------------------------------------
     Total Rooms Expense                                23.0%        24.0%       26.1% 
                                                  -------------------------------------
   Rooms Departmental Income                            77.0%        76.0%       73.9% 
                                                  =====================================
Percentage of Occupancy                                 69.0%        70.2%       69.9% 
Average Daily Rate per Occupied Room                   $47.93       $50.46      $56.90 
Average Size (Rooms)                                      54          118         186  
</TABLE>

================================================================================

 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              77
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15
================================================================================

<TABLE>
<CAPTION>
                                                    All Limited-Service              Average for
                                                           Hotels                      Top 25%*
                                                  -------------------------   ----------------------
                                                                  Compared                 Compared
                                                       1995       with 1994      1995      with 1994
                                                  --------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>    
Revenues:                                                                                           
   Rooms                                            $ 13,057          6.7%   $ 18,002          7.3% 
   Telephone                                             331          4.0         449          4.1  
   Other Operated Departments                            110          9.6         178        (12.0) 
   Rentals and Other Income                              170         17.4         249         30.1  
                                                  --------------------------------------------------
     Total Revenues                                 $ 13,669          6.8%   $ 18,878          7.2% 
                                                                                                    
Departmental Costs and Expenses:                                                                    
   Rooms                                            $  3,166          4.5%   $  3,950          3.4% 
   Telephone                                             206          7.3         256          9.0  
   Other Operated Departments                             80         34.5         139         27.9  
                                                  --------------------------------------------------
     Total Costs and Expenses                       $  3,452          5.2%   $  4,345          4.4% 
                                                  --------------------------------------------------
   Total Operated Departmental Income               $ 10,216          7.3%   $ 14,532          8.1% 
                                                                                                    
Undistributed Operating Expenses:**                                                                 
   Administrative and General                       $  1,225          8.4%   $  1,463          8.7% 
   Franchise Fees                                        256         10.7         265         (4.6) 
   Marketing and Guest Entertainment                     510          5.3         691          8.1  
   Property Operation and Maintenance                    759          5.8         858          3.4  
   Energy Costs                                          681         (3.2)        744         (3.5) 
   Other Unallocated Operated Departments                  3          N/C         --           --   
                                                  --------------------------------------------------
     Total Undistributed Expenses                   $  3,435          5.1%   $  4,021          4.1% 
                                                  --------------------------------------------------
   Income before Fixed Charges                      $  6,782          8.4%   $ 10,511          9.8% 
                                                                                                    
Management Fees, Property Taxes, and Insurance:**                                                   
   Management Fees                                  $    380        (24.0)%  $    597        (22.6)%
   Property Taxes and Other Municipal Charges            545          2.8         773          4.5  
   Insurance on Buildings and Contents                   147         (3.2)        203          6.6  
                                                  --------------------------------------------------
     Total Management Fees, Property Taxes,                                                         
       and Insurance                                $  1,072         (9.3)%  $  1,573         (7.5)%
                                                  --------------------------------------------------
Income before Other Fixed Charges***                $  5,710         12.5%   $  8,938         13.5% 
                                                  ==================================================
                                                                                                    
Rooms Department:                                                                                   
   Rooms Net Revenue                                $ 13,057          6.7%   $ 18,002          7.3% 
                                                                              
Departmental Expenses:                                                                              
   Salaries and Wages including Vacation            $  1,735          2.5%   $  2,107          1.5% 
   Payroll Taxes and Employee Benefits                   456         (2.2)        606         (1.1) 
                                                  --------------------------------------------------
     Subtotal                                       $  2,191          1.5%   $  2,713          0.9% 
   Laundry, Linen, and Guest Supplies                    203        (13.3)        211        (20.1) 
   Commissions and Reservation Expenses                  203          8.3         289          0.8  
   Complimentary Food and/or Beverage Expenses           219         12.7         287          6.7  
   All Other Expenses                                    350         38.1         450         45.0  
                                                  --------------------------------------------------
     Total Rooms Expense                            $  3,166          4.5%   $  3,950          3.4% 
                                                  --------------------------------------------------
   Rooms Departmental Income                        $  9,891          7.4%   $ 14,052          8.4% 
                                                  ==================================================
Percentage of Occupancy                                 69.9%         0.8%       78.1%         0.8% 
Average Daily Rate per Occupied Room                $   51.15         5.9%   $   63.13         6.4% 
Average Size (Rooms)                                     107         (0.2)%       111          0.1% 
</TABLE>

================================================================================

N/C - Data not comparable.
  *   Average for top 25% based on Income per Available Room before Other Fixed
      Charges.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

78
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                                               Rate Groups
                                                  ---------------------------------------------------------------------------
                                                        Under $35.00           $35.00 to $50.00             Over $50.00
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                  <C>            <C>        <C>           <C>        <C>           <C>    
Revenues:                                                                                                                    
1  Rooms                                            $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
2  Telephone                                             206         (2.2)        277          3.3         406          5.0  
3  Other Operated Departments                            105          N/C          79         43.1         142         (7.0) 
4  Rentals and Other Income                              123        (10.8)        132         11.1         217         25.1  
                                                  ---------------------------------------------------------------------------
5    Total Revenues                                 $  7,788          3.8%   $ 11,384          7.0%   $ 16,891          6.8% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
6  Rooms                                            $  2,202          8.5%   $  2,766          5.0%   $  3,721          3.8% 
7  Telephone                                             166         (1.2)        184          6.6         235          8.8  
8  Other Operated Departments                             46         (1.2)         55          N/C         111         30.2  
                                                  ---------------------------------------------------------------------------
9    Total Costs and Expenses                       $  2,414          7.5%   $  3,005          5.7%   $  4,067          4.7% 
                                                  ---------------------------------------------------------------------------
10 Total Operated Departmental Income               $  5,374          2.2%   $  8,379          7.4%   $ 12,824          7.5% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
11 Administrative and General                       $    875          7.9%   $  1,084          7.5%   $  1,422          9.2% 
12 Franchise Fees                                        130          3.7         240         19.9         292          4.2 
13 Marketing and Guest Entertainment                     351         (0.3)        379          5.4         669          5.6  
14 Property Operation and Maintenance                    802         18.1         680          6.1         835          4.1  
15 Energy Costs                                          589         (9.3)        626         (3.7)        751         (2.1) 
16 Other Unallocated Operated Departments                 --          --            3          N/C           4          N/C  
                                                  ---------------------------------------------------------------------------
17   Total Undistributed Expenses                   $  2,748          5.0%   $  3,013          5.3%   $  3,972          4.9% 
                                                  ---------------------------------------------------------------------------
18 Income before Fixed Charges                      $  2,626         (0.6)%  $  5,366          8.7%   $  8,851          8.6% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
19 Management Fees                                  $    244          2.2%   $    300        (25.6)%  $    484        (24.4)%
20 Property Taxes and Other Municipal Charges            275        (10.2)        457          3.5         675          3.2  
21 Insurance on Buildings and Contents                    90        (21.9)        124         (6.4)        178          1.0  
                                                  ---------------------------------------------------------------------------
22   Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $    609         (7.7)%  $    881         (9.8)%  $  1,337         (9.1)%
                                                  ---------------------------------------------------------------------------
23 Income before Other Fixed Charges***             $  2,017          1.7%   $  4,485         13.3%   $  7,514         12.5% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
24 Rooms Net Revenue                                $  7,353          3.6%   $ 10,895          6.8%   $ 16,126          6.7% 
                                                                                                                             
Departmental Expenses:                                                                                                       
25 Salaries and Wages including Vacation            $  1,285          4.9%   $  1,548          2.8%   $  1,995          2.0% 
26 Payroll Taxes and Employee Benefits                   296          6.6         369         (4.9)        568         (0.9) 
                                                  ---------------------------------------------------------------------------
27   Subtotal                                       $  1,581          5.3%   $  1,917          1.2%   $  2,563          1.4% 
28 Laundry, Linen, and Guest Supplies                    241         17.1         197         (7.9)        204        (21.5) 
29 Commissions and Reservation Expenses                   74         12.5         158         13.5         269          5.2  
30 Complimentary Food and/or Beverage Expenses            45         22.6         196         18.5         267          8.3  
31 All Other Expenses                                    261         18.8         298         35.3         417         42.2  
                                                  ---------------------------------------------------------------------------
32   Total Rooms Expense                            $  2,202          8.5%   $  2,766          5.1%   $  3,720          3.8% 
                                                  ---------------------------------------------------------------------------
33 Rooms Departmental Income                        $  5,151          1.6%   $  8,129          7.5%   $ 12,406          7.7% 
                                                  ===========================================================================
34 Percentage of Occupancy                              64.3%         2.2%       67.3%         1.1%       73.5%         0.3% 
35 Average Daily Rate per Occupied Room             $   31.31         1.3%   $   44.34         5.7%   $   60.14         6.4% 
36 Average Size (Rooms)                                   98         (0.6)%       100         (0.2)%       116         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.

                                                                     (Continued)

                                                                              79
<PAGE>

================================================================================
LIMITED-SERVICE HOTELS -- 1995 vs. 1994
Summary -- Dollars per Available Room
Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                         Geographic Divisions
   -----------------------------------------------------------------------------------------------------------------------------
         New England                   North                    South                    South                  Mountain
     and Middle Atlantic              Central                  Atlantic                 Central                and Pacific    
   -------------------------  -----------------------  -----------------------  -----------------------  -----------------------
                   Compared                 Compared                 Compared                 Compared                 Compared 
        1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994     1995       with 1994
   -----------------------------------------------------------------------------------------------------------------------------
<S>  <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>      <C>             <C>    
                                                                                                                                
1    $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
2         465          0.1         369          8.1         355         13.6         270         (1.9)        313          0.1  
3         240         34.0          58         36.6         166         33.3          46         (0.2)        122        (21.2) 
4         191         16.7         200         20.3         178         15.9          95          5.0         233         24.8  
   -----------------------------------------------------------------------------------------------------------------------------
5    $ 15,747          6.6%   $ 13,645          6.9%   $ 13,350         11.5%   $ 13,354          4.0%   $ 13,668          5.8% 
                                                                                                                                
                                                                                                                                
6    $  4,191          5.1%   $  3,148          4.8%   $  3,019          6.8%   $  2,958          3.1%   $  3,227          3.8% 
7         264         (5.3)        204          1.6         230          8.2         188         15.3         186          8.2  
8         209         46.4          42          N/C         118         33.4          38          N/C          75          9.6  
   -----------------------------------------------------------------------------------------------------------------------------
9    $  4,664          5.8%   $  3,394          5.1%   $  3,367          7.6%   $  3,185          4.1%   $  3,488          4.2% 
   -----------------------------------------------------------------------------------------------------------------------------
10   $ 11,083          6.9%   $ 10,252          7.5%   $  9,984         12.9%   $ 10,169          4.0%   $ 10,180          6.3% 
                                                                                                                                
                                                                                                                                
11   $  1,611          8.0%   $  1,187          5.6%   $  1,311         10.7%   $  1,118         10.4%   $  1,163          5.8% 
12        463          4.3         384          6.8         353         12.8         160         10.7         122         24.0  
13        715        (13.0)        537         10.0         575          4.2         372         13.8         530          7.3  
14        894          3.6         679         (0.3)        754          8.2         702          2.7         843         11.7  
15        945         (0.2)        645         (1.9)        725          1.2         627         (3.5)        633         (9.7) 
16          8        (40.1)        --           --            6          --            4          --          --           --   
   -----------------------------------------------------------------------------------------------------------------------------
17   $  4,636          1.2%   $  3,432          3.7%   $  3,724          7.6%   $  2,983          5.9%   $  3,290          4.6% 
   -----------------------------------------------------------------------------------------------------------------------------
18   $  6,447         11.5%   $  6,820          9.6%   $  6,260         16.4%   $  7,186          3.2%   $  6,889          7.1% 
                                                                                                                                
                                                                                                                                
19   $    544         15.2%   $    569         (3.5)%  $    387         (8.4)%  $    192          N/C    $    430        (20.4)%
20        863         15.3         640          2.6         476          0.3         518          0.3%        473          2.1  
21        107        (39.2)         98        (13.6)        146         (6.4)        174         22.2         159         (9.4) 
   -----------------------------------------------------------------------------------------------------------------------------
22   $  1,514          8.4%   $  1,307         (1.5)%  $  1,009         (4.1)%  $    884        (23.3)%  $  1,062         (9.9)%
   -----------------------------------------------------------------------------------------------------------------------------
23   $  4,933         12.4%   $  5,513         12.6%   $  5,251         21.3%   $  6,302          8.4%   $  5,828         11.0% 
   =============================================================================================================================
                                                                                                                                
                                                                                                                                
24   $ 14,851          6.3%   $ 13,018          6.6%   $ 12,651         11.2%   $ 12,943          4.1%   $ 13,000          5.9% 
                                                                                                                                
                                                                                                                                
25   $  2,317          2.8%   $  1,770          5.8%   $  1,637          3.0%   $  1,590          0.6%   $  1,790          2.1% 
26        693          6.8         317        (12.3)        397          1.6         488         (3.2)        480         (3.0) 
   -----------------------------------------------------------------------------------------------------------------------------
27   $  3,010          3.7%   $  2,087          2.6%   $  2,034          2.7%   $  2,078         (0.4)%  $  2,270          1.0% 
28        237         (8.1)        260          2.9         215        (12.2)        120        (38.7)        247         (2.0) 
29        306         (4.2)        234          1.0         224         15.9         136          8.3         211         14.2  
30        199         48.4         260          8.6         211         24.8         234          4.2         187          8.5  
31        440         18.1         307         25.7         334         39.6         389          N/C         311         24.3  
   -----------------------------------------------------------------------------------------------------------------------------
32   $  4,192          5.1%   $  3,148          4.8%   $  3,018          6.8%   $  2,957          3.0%   $  3,226          3.8% 
   -----------------------------------------------------------------------------------------------------------------------------
33   $ 10,659          6.8%   $  9,870          7.2%   $  9,633         12.6%   $  9,986          4.5%   $  9,774          6.7% 
   =============================================================================================================================
27       69.0%         1.3%       71.6%         0.2%       70.9%         3.7%       71.0%        (1.2)%      66.8%         0.6% 
28   $   58.94         5.0%   $   49.83         6.4%   $   48.92         7.2%   $   49.93         5.4%   $   53.28         5.3% 
29        116         (1.0)%        80          --          123         (0.2)%       122         (0.3)%        96         (0.1)%
</TABLE>

================================================================================

                                                                     (Continued)

80
<PAGE>

================================================================================
                                         LIMITED-SERVICE HOTELS -- 1995 vs. 1994
                                           Summary -- Dollars per Available Room
                                                    Figure Number 15 (Continued)
================================================================================

<TABLE>
<CAPTION>
                                                                         Property Size Classifications
                                                  ---------------------------------------------------------------------------
                                                             Under                  75 to 150                   Over
                                                           75 Rooms                   Rooms                  150 Rooms
                                                  -------------------------  -----------------------  -----------------------
                                                                  Compared                 Compared                 Compared 
                                                       1995       with 1994     1995       with 1994     1995       with 1994
                                                  ---------------------------------------------------------------------------
<S>                                                 <C>             <C>      <C>             <C>      <C>            <C>    
Revenues:                                                                                                                    
   Rooms                                            $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
   Telephone                                             330         10.5         316          3.2         399          2.6  
   Other Operated Departments                             38         (7.5)         89          2.7         259         24.9  
   Rentals and Other Income                              137         42.5         150         19.3         286          5.8  
                                                  ---------------------------------------------------------------------------
     Total Revenues                                 $ 12,577          5.5%   $ 13,486          6.9%   $ 15,394          7.3% 
                                                                                                                             
Departmental Costs and Expenses:                                                                                             
   Rooms                                            $  2,779          2.7%   $  3,103          5.1%   $  3,770          3.9% 
   Telephone                                             195         (0.2)        199          9.3         246          6.0  
   Other Operated Departments                             25         28.6          65          N/C         191         16.2  
                                                  ---------------------------------------------------------------------------
     Total Costs and Expenses                       $  2,999          2.7%   $  3,368          5.9%   $  4,206          4.6% 
                                                  ---------------------------------------------------------------------------
   Total Operated Departmental Income               $  9,578          6.4%   $ 10,118          7.2%   $ 11,187          8.4% 
                                                                                                                             
Undistributed Operating Expenses:**                                                                                          
   Administrative and General                       $  1,038          6.4%   $  1,213          8.8%   $  1,437          8.3% 
   Franchise Fees                                        332         10.1         232         14.5         297         (0.2)
   Marketing and Guest Entertainment                     465         (0.7)        485          7.8         656          1.6  
   Property Operation and Maintenance                    692          7.3         745          5.6         878          5.5  
   Energy Costs                                          576        (10.7)        673         (2.9)        803          0.8  
   Other Unallocated Operated Departments                 --          N/C           4          N/C           4          --   
                                                  ---------------------------------------------------------------------------
     Total Undistributed Expenses                   $  3,102          2.2%   $  3,352          5.8%   $  4,075          4.5% 
                                                  ---------------------------------------------------------------------------
   Income before Fixed Charges                      $  6,476          8.5%   $  6,766          7.8%   $  7,112         10.7% 
                                                                                                                             
Management Fees, Property Taxes, and Insurance:**                                                                            
   Management Fees                                  $    775          6.5%   $    299        (33.3)%  $    388        (26.8)%
   Property Taxes and Other Municipal Charges            473          0.1         539          3.0         634          4.0  
   Insurance on Buildings and Contents                    81        (40.5)        146         (1.2)        206         14.1  
                                                  ---------------------------------------------------------------------------
     Total Management Fees, Property Taxes,                                                                                  
       and Insurance                                $  1,330         (0.6)%  $    984        (12.1)%  $  1,228         (7.0)%
                                                  ---------------------------------------------------------------------------
   Income before Other Fixed Charges***             $  5,146         11.1%   $  5,782         12.2%   $  5,884         15.3% 
                                                  ===========================================================================
                                                                                                                             
Rooms Department:                                                                                                            
   Rooms Net Revenue                                $ 12,072          5.1%   $ 12,931          6.8%   $ 14,450          7.2% 
                                                                                                                             
Departmental Expenses:                                                                                                       
   Salaries and Wages including Vacation            $  1,572          3.0%   $  1,691          2.7%   $  2,066          1.6% 
   Payroll Taxes and Employee Benefits                   254        (14.3)        458         (2.3)        618          3.4  
                                                  ---------------------------------------------------------------------------
     Subtotal $                                     $  1,826          0.2%   $  2,149          1.5%   $  2,684          2.0% 
   Laundry, Linen, and Guest Supplies                    320         21.1         176        (20.7)        217        (16.4) 
   Commissions and Reservation Expenses                  192         12.2         191         10.9         264         (1.1) 
   Complimentary Food and/or Beverage Expenses           194          9.9         237         13.6         163          9.8  
   All Other Expenses                                    247         (8.8)        349         49.1         442         37.8  
                                                  ---------------------------------------------------------------------------
     Total Rooms Expense                            $  2,779          2.7%   $  3,102          5.0%   $  3,770          3.9% 
                                                  ---------------------------------------------------------------------------
   Rooms Departmental Income                        $  9,293          5.8%   $  9,829          7.4%   $ 10,680          8.4% 
                                                  ===========================================================================
   Percentage of Occupancy                              69.0%         0.1%       70.2%         0.7%       69.6%         1.8% 
   Average Daily Rate per Occupied Room             $   47.93         5.0%   $   50.46         6.2%   $   56.90         5.3% 
   Average Size (Rooms)                                   54         (0.1)%       118         (0.2)%       186         (0.2)%
</TABLE>

================================================================================

N/C - Data not comparable.
 **   Averages based on total groups, although not all establishments reported
      data.
***   Income before deducting Depreciation, Rent, Interest, Amortization, and
      Income Taxes.
NOTE: Payroll Taxes and Employee Benefits distributed to each department.


                                                                              81


                               ARTHUR ANDERSEN LLP


                                APPRAISAL OF THE

                                    SHILO INN

                              1501 N.W. 40TH PLACE
                      LINCOLN CITY, LINCOLN COUNTY, OREGON

                              As of AUGUST 14, 1997


                                  Prepared For:

                      Merrill Lynch Mortgage Capital, Inc.


                                  Prepared By:

                               Arthur Andersen LLP
                            711 Louisiana, Suite 1300
                              Houston, Texas 77002
<PAGE>

                                     ARTHUR
                                    ANDERSEN
                                                           ---------------------
                                                           Arthur Andersen LLP
August 25, 1997                                            ---------------------
                                                           Suite 1300
Mr. James-Robert Sellinger                                 711 Louisiana Street
Merrill Lynch Mortgage Capital, Inc.                       Houston TX 77002-2786
100 Church Street                                          713 237 2323
18th Floor                                                
New York, New York 10080-6518                            

Re: Shilo Inn, 1501 N.W. 40th Place, Lincoln City, Lincoln County, Oregon

Dear Mr. Sellinger:

In accordance with your request, we have performed a complete, self-contained
narrative appraisal of the Shilo Inn located at 1501 N.W. 40th Place in Lincoln
City, Lincoln County, Oregon. The subject property is a full-service hotel with
185 guest rooms and 61 suite rooms totaling 246 guest rooms. The improvements
are situated on 9.00 acres of land.

The purpose of this appraisal is to estimate the market value of the fee simple
interest in the property on a going-concern basis, as of August 14, 1997.
Furthermore, we have also been requested to provide a breakdown of the following
values that make-up the "going-concern" value of the subject property:

      1.    Value of the Furniture, Fixtures and Equipment; and

      2.    Value of the Real Property.

It is our understanding that the function of this report is to assist management
of Merrill Lynch Mortgage Capital, Inc. in making a business decision on the
property. According to Merrill Lynch Mortgage Capital, Inc. guidelines:

o     the Report may be relied upon by Merrill Lynch Mortgage Capital, Inc. in
      determining whether to make a loan evidenced by a note (the "Property
      Note") secured by the Property

o     the Report may be relied upon by any purchaser in determining whether to
      purchase the Property Note for this transaction from the undersigned

o     the Report may be relied upon by any Rating Agency in rating securities
      issued by the undersigned and representing an interest in the Mortgage
      Note

o     the Report may be included with and referred to in materials offering the
      Property Note or an interest in the property Note for Sale.

This report can only be used for the purposes stated and only by our client.
This report was prepared in accordance with FIRREA/USPAP guidelines.


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                                      -i-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

                                     ARTHUR
                                    ANDERSEN

Mr. Sellinger
August 25, 1997


The accompanying report, of which this letter is a part, describes the building
improvements and methods of appraisal, and contains pertinent data considered in
reaching our value conclusions. The opinion of value is subject to the attached
certification, special assumptions and statement of general assumptions and
limiting conditions.

Based on our analysis, the market value of the fee simple interest in the
subject property on a going-concern basis, as of August 14, 1997, was:

                  THIRTY MILLION FIVE HUNDRED THOUSAND DOLLARS
                                  $30,500,000*

* This value includes an allocation of $1,040,000 for the furniture, fixtures
and equipment.

Our appraisal of the property, including the general assumptions and limiting
conditions, is detailed in the attached report. We appreciate the opportunity to
perform this valuation service for Merrill Lynch Mortgage Capital, Inc.


/s/ Arthur Andersen LLP

Attachments


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                                      -ii-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

                               EXECUTIVE SUMMARY

Identification

Subject Property:                         Shilo Inn, located at 1501 N.W. 40th
                                          Place, Lincoln City, Lincoln County,
                                          Oregon

Purpose of Appraisal:                     To estimate the market value of the
                                          fee simple interest in the subject
                                          property on a going-concern basis

Owner of Record:                          Mr. Mark S. Hemstreet

Date of Primary Inspection:               August 14, 1997

Physical Data

Number of Guest Rooms:
      Guest Rooms                         185 
      Suite Rooms                          61  
                                          --- 
      Total                               246 

Year Completed:                           1968, 1972 and 1995

Gross Building Area (GBA):
      Building A                           54,872 square feet
      Building B                           19,620 square feet
      Building C                           19,440 square feet
      Building D                           25,200 square feet
      Office                                2,232 square feet
      Restaurant/Lounge                    16,730 square feet
      Pool/Spa Building                     3,636 square feet
                                          -------------------
      Total                               141,730 square feet

Number of Stories:                        3 and 4

Number of Parking Spaces:                 Approximately 250 open parking spaces

Parking Ratio:                            1.00 spaces per room

Land Area:                                9.00 acres, or approximately 392,040 
                                          Sq. Ft.

Exposure Period:                          12 months

Highest and Best Use
    Site As Vacant:                       Develop with a hotel     
    Property As Improved:                 Existing use as a hotel  


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                                     -iii-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

Property Condition and Appeal:            Overall, the subject property is in
                                          good condition; all electrical and
                                          mechanical systems appear to be
                                          working well.

Economic Data

Occupancy:                                57.0% 12 months ending May 1997

Average Daily Rate (ADR):                 $101.27 12 months ending May 1997

Critical Valuation Assumptions

Occupancy Rate At Stabilized:             60%             
                                                          
Average Daily Rate:                       $105.00         
                                                          
Gross Room Revenue:                       $5,656,7700     
                                                          
Net Operating Income:                     $3,091,574      
                                                          
Capitalization Rate:                      10.00%          
                                                          
Room Revenue Multiplier (RRM):            5.2             
                                                          
Sale Price Per Room:                      $121,138 Average

Value Indications

                                            Aggregate            Per Room
                                            ---------            --------
Income Approach:
 Direct Capitalization                    $30,900,000            $125,610
 Discounted Cash Flow                     $30,300,000            $123,171

Sales Comparison Approach:                $29,400,000            $119,512
 RRM Technique                            $29,400,000            $119,512
 Sale Price Per Room Technique            $29,800,000            $121,138

Cost Approach:                            $29,500,000            $119,919
 Land Value                                $4,700,000           $12.00 PSF

Insurable Value:                          $17,487,866

Final Value Estimate:                     $30,500,000            $123,984

Final Value Allocation
 Real Property:                           $29,460,000
 Personal Property (FF&E):                 $1,040,000
                                          -----------
Total                                     $30,500,000


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                                      -iv-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

                               TABLE OF CONTENTS

LETTER OF TRANSMITTAL ....................................................... i
INTRODUCTION ................................................................ 1
     Property Rights Appraised .............................................. 1
     Definitions ............................................................ 1
     Ownership History ...................................................... 2
     Date of Value .......................................................... 2
     Scope of the Appraisal ................................................. 2
     Exposure Time .......................................................... 3
DESCRIPTIVE INFORMATION ..................................................... 4
     Site Analysis .......................................................... 4
     Improvement Analysis ................................................... 5
HOSPITALITY MARKET ANALYSIS ................................................. 8
     Introduction ........................................................... 8
     National Hospitality Market ............................................ 8
     Metropolitan Area Analysis ............................................. 10
     Overall Lincoln City Hospitality Market ................................ 13
     Subject's Competitive Group (SCG) ...................................... 13
     Characteristics that Distinguish the SCG ............................... 13
     History of the SCG ..................................................... 19
     Prospects for New Construction within the SCG .......................... 19
     Demand Indicators ...................................................... 20
     Competitive Position ................................................... 20
     Fair Share Analysis .................................................... 21
HIGHEST AND BEST USE ........................................................ 23
INCOME APPROACH TO VALUE .................................................... 25
     Direct Capitalization Technique ........................................ 25
     Capitalization Rate Analysis ........................................... 29
     Conclusion - Direct Capitalization ..................................... 31
     Discounted Cash Flow Method ............................................ 32
     Discounted Cash Flow Method Conclusion ................................. 36
SALES COMPARISON APPROACH ................................................... 37
     Room Revenue Multiplier (RRM) Technique ................................ 40
     Sale Price Per Room Technique .......................................... 41
     Conclusion - Sales Comparison Approach ................................. 43
COST APPROACH TO VALUE ...................................................... 44
     Land Valuation ......................................................... 44
     Replacement Cost New ................................................... 49
     Accrued Depreciation ................................................... 49
     Furniture, Fixtures and Equipment (FF&E) ............................... 51
RECONCILIATION AND FINAL VALUE ESTIMATE ..................................... 53
CERTIFICATION ............................................................... 55
STATEMENT OF GENERAL ASSUMPTIONS AND LIMITING CONDITIONS .................... 56


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                                      -v-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

ADDENDA ..................................................................... 59
o     Land Sales
o     Improved Sales
o     State of Oregon Temporary Practice Registration
o     Insurable Value
o     Subject Photographs
o     Loan Committee Presentation


- --------------------------------------------------------------------------------
                                      -vi-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

                                [PHOTO OMITTED]

                               View of building A

                                [PHOTO OMITTED]

                           View of buildings B and C

ARTHUR                                                                   Subject
ANDERSEN                                                             Photographs
<PAGE>

                                [PHOTO OMITTED]
<PAGE>

                                  INTRODUCTION

Property Rights Appraised

Since the property is appraised as a going-concern, we assume all property
rights which can be owned are included in our estimate of market value. The
property rights included are as follows:

      1.    Rights in Real Estate
            - land, site improvements and building improvements;

      2.    Rights in Tangible Personal Property
            - furniture, fixtures and equipment;

Any separate indications that are developed as an allocation of total value on a
going-concern basis are not meant to reflect the intrinsic value of each
component if sold on a liquidation basis. They should be interpreted as the
approximate contributory value to overall property value as a going-concern.

Definitions

Our appraisal conclusions are subject to the definition of value below and the
Statement of General Assumptions and Limiting Conditions and Special Assumption
that follow the Certification. Market value, as used herein, is defined by
Federal Deposit Insurance Corporation (FDIC) Regulations, 12 CFR-323.2(g). as:

      The most probable price which a property should bring in a competitive and
      open market under all conditions requisite to a fair sale, the buyer and
      seller each acting prudently and knowledgeably, and assuming the price is
      not affected by undue stimulus. Implicit in this definition is the
      consummation of a sale as of a specified date and the passing of title
      from seller to buyer under conditions whereby:

      1.    buyer and seller are typically motivated;

      2.    both parties are well informed or well advised, and acting in what
            they consider their own best interests;

      3.    a reasonable time is allowed for exposure in the open market;

      4.    payment is made in terms of cash in US dollars or in terms of
            financial arrangements comparable thereto; and

      5.    the price represents the normal consideration for the property sold
            unaffected by special or creative financing or sales concessions
            granted by anyone associated with the sale.


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                                      -1-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

Going-concern value, as used herein, is defined by The Dictionary of Real Estate
Appraisal, Third Edition, Appraisal Institute as:

      The value created by a proven property operation; considered as a separate
      entity to be valued with a specific business establishment.

Ownership History

The current owner of record is Mark S. Hemstreet. The subject was purchased on
June 1, 1986 by Mr. Hemstreet from International Dunes Company for a reported
$4,800,000. After the sale, Mr. Hemstreet renovated the three older buildings
and built 61 suite rooms next to the existing buildings. In addition, the
restaurant, pool building, office and the older guest rooms have recently been
renovated and included all new furniture, beds, addition of refrigerators,
microwaves, new televisions with video players, an ironing board setup, exterior
painting, roof replacement on the restaurant and office, interior renovation to
the pool room, interior painting in the restaurant and lounge area, interior
painting in the meeting rooms and other miscellaneous repairs. In addition, the
parking lot will be repaved in the next year. Total renovation costs were
$2,000,000 which represents $10,811 per room.

To the best of our knowledge there have been no other sale transactions
involving the subject over the past three years.

Date of Value

The property was inspected by Darrell J. Kelsoe on August 14, 1997, the
effective date of our value opinion. Mr. David H. Trahan, MAI, did not inspect
the subject property but has reviewed the data, and analysis in this report and
concurs with the value conclusion.

Scope of the Appraisal

This is a complete appraisal and a self-contained, narrative appraisal report
which has been prepared in accordance with the Uniform Standards of Professional
Appraisal Practice, 1994 Edition, Definitions Section. The definition of a
complete appraisal and a self-contained appraisal report are as follows:

            Complete Appraisal: The act or process of estimating value or an
            estimate of value performed without invoking the Departure
            Provision.

            Self-Contained Appraisal Report: A written report prepared under
            Standards Rule 2-2(a) of a Complete or Limited Appraisal performed
            under Standard 1.

Within this analysis, we have used the three approaches to value. We were
provided unaudited operating statements for the property for calendar years
1995, 1996 and the rolling 12 months ending May 31, 1997, as well as, a
projected 1997 operating statement. We have assumed that the information
received accurately reflects the historical operating performance of the
subject.


- --------------------------------------------------------------------------------
                                      -2-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

In the course of our investigation, we consulted city and county offices for
information about zoning and growth trends, we contacted the Lincoln County
assessor's office for tax and assessment data, examined the market area and
inspected the property to evaluate its condition, functional qualities and
market appeal. We also consulted local real estate offices for comparable sales
and offerings. We did not inspect the land sales due to their location along the
Oregon coast. In addition, the improved sales utilized were regional hotels
sales located along the Pacific Northwest; therefore, an inspection was not
performed. We confirmed the land and improved sales with the seller, buyer,
broker, local appraiser or a participating attorney. We attempted to verify all
of the terms of each improved sale. Finally, we collated and applied the
resulting information in the valuation process.

Exposure Time

In accordance with the Uniform Standards of Professional Appraisal Practice,
1996 Edition, Definitions Section the exposure period is as follows:

            "the estimated length of time the property interest being appraised
            would have been offered on the market prior to the hypothetical
            consummation of a sale at market value on the effective date of the
            appraisal; a retrospective estimate based upon an analysis of past
            events assuming a competitive and open market."

The hotel industry has improved over the past year with many buyers actively
seeking properties. Some of the most sought after properties are
chain-affiliated properties, and an adequate number of buyers and adequate
capital are in the market such that it is reasonably active. Although the
subject trade area has had few sales in the recent past, only one hotel (Ashley
Inn) has been completed over the past five years. This hotel is located on
Highway 101 and does not compete with the subject. Korpacz Real Estate Investor
Survey, 1st Quarter 1997 reports a range of 3 to 9 months. However, with the
current volume of product delivery and the capital that is currently in the
market, we could see slightly weaker marketing conditions at stabilization, over
two years hence. Therefore, we believe an exposure time of 12 months or less is
reasonable considering the subject's premier location along the Pacific Ocean.


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                                      -3-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

                            DESCRIPTIVE INFORMATION

Site Analysis

The following summary is based on our physical inspection and research in local
city and government offices. We were not provided a survey of the subject site.

Location:                                 1501 N.W. 40th Place 
                                          Lincoln City, Lincoln County, Oregon

Shape:                                    Slightly Irregular

Frontage:                                 Approximately 680' along the west side
                                          of N.W. 40th Place, approximately 226'
                                          along the west side of N.W. Jetty Road
                                          (private road) and approximately
                                          1,023' along the Pacific Ocean.

Size:                                     9.00 acres or 392,040 square feet

Access/Visibility:                        The site has good access and
                                          visibility from N.W. 40th Place

Topography:                               Slightly sloping from east to west.
                                          The sloping is not considered to be a
                                          detriment to development. Drainage
                                          appears adequate and is facilitated by
                                          the sloping.

Apparent Soil and Subsoil Conditions:     Due to the Pacific Ocean's tides and
                                          weather, the beach frontage has had
                                          erosion problems. These problems have
                                          been addressed by the installation of
                                          riprap along the bank and covered with
                                          fill. This is expected to stabilize
                                          the soil erosion.

Flood Plain:                              The subject site is located within
                                          zone AO and V14 which is in a high
                                          wave velocity zone. (Flood Insurance
                                          Rate Map 4101300001 B, dated April 17,
                                          1978)

Utilities:                                All available

Zoning:                                   R-C, Recreational Commercial by the
                                          city of Lincoln City. Allowed uses
                                          include residential, condominiums,
                                          hotel/motel, retail and other
                                          commercial uses.


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                                      -4-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

Improvement Analysis

The improvements are located along the Pacific Ocean with the majority of the
rooms having an ocean view. The suite hotel building has balconies and all of
the rooms front toward the Pacific Ocean. The overall property is in good
condition, based on a physical inspection, and has recently undergone a
$2,000,000 renovation. Buildings B, C and D are three floors with Building A
being four floors. In addition to the guest rooms, there is a restaurant/lounge
building with lower level conference/meeting rooms and upper level dining and
lounge. There is a centrally located pool/spa/sauna building with two restrooms
equipped with showers. There is also a registration lobby building with board
room and administrative offices. The parking area has adequate spaces for the
guests. There are no physical inadequacies noted which would affect the value
estimate.

The following summary is based on our physical inspection of the property and
information provided by the management and is assumed to be accurate. No "as-is"
survey was available.

Date of Construction:
      Restaurant/Lounge:               1968
      Pool:                            1968
      Office:                          1968
      Buildings B and C:               1968
      Building D:                      1972
      Building A:                      1995

Area and Room Mix:
      Gross Area:                      141,730 square feet (provided by client)

      Room Mix:
      Building A                       Double/Queen           41
                                       King                   16
                                       Queen                   4
                                                              --
                                       Total                  61

      Building B                       Double/Double          34
                                       King                   14
                                                              --
                                       Total                  48

      Building C                       Double/Double          35
                                       King                   13
                                                              --
                                       Total                  48

      Building D                       Single                 83
                                       Double/Double           6
                                                              --
                                       Total                  89

Total Rooms                                                  246


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                                      -5-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

Restaurant (No. of seats):                200

Lounge (No. of seats):                    50

Meeting/Ballrooms (Total size):           4 meeting/ball rooms, with a total of
                                          7,595 square feet.

Fire Protection:                          Smoke alarms and fire extinguishers in
                                          Buildings B, C and D. Building A is
                                          fully sprinklered with smoke alarms.

Construction Features:                    Three, three-story buildings with
                                          vinyl siding and wood siding and
                                          decorative stone accents. Building A
                                          is concrete block with stucco exterior
                                          finish.

Lobby Interior Finish:                    Ceramic tile flooring, incandescent
                                          lighting, sheetrock walls and ceiling;
                                          registration desk located within lobby
                                          area; general manager's office located
                                          just off registration desk; central
                                          heat in the common areas.

Guest Room Interior Finish:               Carpet in bedroom area and ceramic
                                          tile flooring in bathroom area;
                                          painted or wallpapered sheet rock
                                          walls and ceilings with incandescent
                                          lighting and light fixtures. Buildings
                                          B, C and D have heat only with no air
                                          conditioning. Building A has
                                          individual central air conditioning
                                          and heating units in all rooms.

Pool Area:                                Indoor pool and spa area with dry and
                                          wet saunas, tile flooring and stucco
                                          over concrete block walls.

Site Improvements:                        Asphalt parking with approximately 250
                                          spaces, concrete sidewalks,
                                          landscaping, and outdoor lighting.

Ancillary Structures:                     None

Condition:                                Based on a physical inspection and
                                          conversation with Mr. David Simpson
                                          and Mr. Mark Barney with Shilo Inns,
                                          the property is in good condition and
                                          recently under went a $2,000,000
                                          renovation. The renovation included
                                          all new furniture, beds, addition of
                                          refrigerators, microwaves, new
                                          televisions with video players, an
                                          ironing board setup, exterior
                                          painting, roof replacement on the
                                          restaurant and office, interior
                                          renovation to the pool room, interior
                                          painting in the restaurant and lounge
                                          area, interior painting in the meeting
                                          rooms


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                                      -6-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

                                          and other miscellaneous repairs. In
                                          addition, the parking lot will be
                                          repaved in the next year. Overall the
                                          structural improvements and FF&E are
                                          in good condition.

Functional Utility:                       Good


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                                      -7-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

                                   Site Plan

                               [GRAPHIC OMITTED]
<PAGE>

                          HOSPITALITY MARKET ANALYSIS

Introduction

The purpose of a Market Analysis is to analyze the market demand and supply in
order to evaluate a property's market position for the purpose of estimating
current and future occupancy and room rates. A property's income and occupancy
performance is influenced by overall market conditions as well as the subject
property's ability to compete in its market segment. Overall market conditions
are influenced by population growth, business development and growth, tourism
and the supply of hotel rooms within a city, submarket and peer group (referred
to as the subject's competitive group, or SCG). The subject's economic
performance and its ability to maintain its market position is a result of its
specific attributes including overall quality, amenities, location and
reputation in the marketplace.

To evaluate the factors that influence a property's income potential over a
projection term, we begin at a macro level (or the city or metro level) and work
to the micro level (or the subject level).

National Hospitality Market

Following is an overview of the hotel industry in the United States. The base
text is from The Host Report, 1997 Report for the Year 1996, published by Smith
Travel Research (STR). The chart on the following page summarizes key components
and ratios of the US hospitality industry from 1990 through 1996.

The Host Report states that 1996 was the most successful year in terms of
profitability in the history of the US lodging industry. As of year end 1996,
hotel operators had experienced over 62 consecutive months of increasing
occupancy, demand and room rates. This increased demand has helped the industry
realize an $12.5 billion profit, the highest level of profitability in its
history. Helping the industry attain such a level of profitability was the
return to a higher level of operating efficiency and a significant reduction in
fixed expenses, particularly interest expense. Other factors, such as higher
occupancies and increases in ADRs that outpaced inflation, also helped to
elevate the industry's level of profitability.

Following an improving industry typically comes new construction, as is the case
with the hospitality industry. Since 1990, the number of rooms built in the US
has increased every year. In 1992, there were approximately 3,107 upscale chains
rooms built, as compared with 622 in 1993. This upward trend has continued by a
compounded growth rate 29.63% from 1993 to 1996 in net room change (combines new
construction with rooms converted to upscale chains). This excellent growth rate
should continue and is evidenced by the construction of more mid-price and
upscale hotels than in the past. The chart on the following page shows the
number of upscale chains hotels that were constructed in from 1990 to 1996.


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                                      -8-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

                      MERRILL LYNCH MORTGAGE CAPITAL, INC.
                            SHILO INN - LINCOLN CITY
                        NATIONAL HOSPITALITY STATISTICS

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
                                 SELECTED PERFORMANCE MEASURES
                                     (All Class of Hotels)
        Change      Change      Average    Percent   Average Daily   Percent            Percent
Year   in Supply   in Demand   Occupancy    Change    Rate (ADR)      Change   REVPAR    Change
- -----------------------------------------------------------------------------------------------
<S>      <C>          <C>        <C>        <C>          <C>           <C>     <C>        <C> 
1990     3.2%         1.9%       63.5%      (1.1%)       $57.96        2.9%    $36.82     2.9%
1991     1.4%        (1.3%)      61.8%      (2.6%)       $58.08        0.2%    $35.91    (2.5%)
1992     0.7%         1.9%       62.6%       1.3%        $58.91        1.4%    $36.87     2.7%
1993     0.3%         1.7%       63.5%       1.4%        $60.53        2.8%    $38.42     4.2%
1994     1.0%         3.0%       64.7%       1.9%        $62.86        3.8%    $40.70     5.9%
1995     1.2%         1.7%       65.1%       0.6%        $65.81        4.7%    $42.83     5.2%
1996     2.1%         2.3%       65.2%       0.2%        $69.66        5.9%    $45.47     6.2%
- -----------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
                                 Upscale Chains

               Net Rooms          Net Room          Net Room         Ending Room
Year          Constructed       Conversions          Change           Inventory
- --------------------------------------------------------------------------------
1990            12,313             3,698             16,011            207,407
1991             5,037              (134)             4,903            212,310
1992             3,107             1,777              4,884            217,194
1993               622             3,353              3,975            221,169
1994             1,830             5,654              7,484            228,653
1995             3,502             8,611             12,113            240,766
1996             7,843             3,381             11,224            251,990
- --------------------------------------------------------------------------------

Source: The 1997 Host Report
<PAGE>

As can be seen on the previous table:

o     The change in demand is increasing at rates faster than the change in
      supply. This indicates that demand is increasing faster than new rooms are
      being constructed (at least for all class of hotels).

o     Occupancy has increased steadily since 1991. As occupancy and demand
      increase, new construction should also increase.

o     Since 1994, ADR has increased at levels higher than inflation (CPI). This
      also helps to stimulate profitability and new construction, as higher ADRs
      typically translate into higher margins and makes new construction more
      feasible.

Outlook - The results achieved by the United States hotel industry in 1996
suggest a strong market. It appears that the industry is cautious, however, and
remembers its hard economic times in the early 1990s. New construction figures
are about one-half the levels in the late 1980s, indicating that hotel operators
are still somewhat skeptical about the improving market. An overall 65%
occupancy rate is very healthy for hotels, and is the highest level since 1988.
Therefore, the outlooks calls for continued growth in new construction, but a
leveling of occupancy rates. We also believe that the rate of growth of ADRs
should decrease to a level consistent with inflation.

Since this edition of the Host Report was released, we have observed significant
new construction, primarily in the limited-service and suites segments. While we
are unable to assemble more recent statistics on a national basis, we will
address some of the more recent local construction trends in a later section.

Metropolitan Area Analysis

The subject property is located in Lincoln City, Oregon. As such, the subject is
part of the Lincoln County Metropolitan Statistical Area (MSA). The Lincoln
County MSA includes only Lincoln County and is located on the Oregon Coast and
is bordered by 680 acre Devils Lake and the Coast Range on the east and the
Pacific Ocean on the west. Lincoln City has 7.5 miles of beaches, the Salmon
River to the north and the Siletz Bay and River to the south.

According to NPA Data Services, Inc., the population of Lincoln County grew at a
compound annual rate of 0.99% during the 1980s; increasing from 35,440 in 1980
to 39,080 in 1990. NPA predicts that the population of Lincoln County will
increase from 44,230 in 1995 to 48,300 in 2000, indicating a projected compound
annual growth rate of 1.79%. In the year 2005, the population is estimated to
grow to 52,020, indicating a projected compound annual growth rate of 1.48%. The
following chart illustrates the population trends for the MSA.


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                                      -10-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

<TABLE>
<CAPTION>
                                    Population Trends and Projections
                                           Lincoln County MSA
- --------------------------------------------------------------------------------------------------------
                                     Compound           Compound           Compound             Compound
                                      Annual             Annual             Annual               Annual
                   1980      1990     Change     1995    Change    2000     Change     2005      Change
- --------------------------------------------------------------------------------------------------------
<S>               <C>       <C>        <C>      <C>       <C>     <C>        <C>      <C>         <C>  
Lincoln MSA       35,440    39,080     0.99%    44,230    2.51%   48,330     1.79%    52,020      1.48%
- --------------------------------------------------------------------------------------------------------
</TABLE>

NOTE: The 1995 indication is estimated and the 2000 and 2005 indications are
      projected.

Source: NPA Data Services, Inc.

The following chart indicates the number of households, the number of persons
per household, the income per household and the compound annual change in income
per household for the Lincoln County MSA.

           Household and Income Statistics for the Lincoln County MSA
- --------------------------------------------------------------------------------
Year           Number of          Persons Per       Income Per       Compound
               Households         Household         Household      Annual Change
- --------------------------------------------------------------------------------
1970              9,420             2.76             $32,618           N/A
1980             14,660             2.42             $38,578          1.70%
1990             16,490             2.37             $39,001          0.11%
1995             18,720             2.36             $40,997          1.01%
2000             20,800             2.32             $43,403          1.15%
2005             22,750             2.29             $45,377          0.90%
- --------------------------------------------------------------------------------
                                                      
NOTE: The indication for 1995 is estimated and the indications for 2000-2025 are
      projected.

Source: NPA Data Services, Inc.

While the number of households increased during the 25 years from 1970 through
1995, the number of persons per household declined, reflecting a nationwide
trend. These trends are expected to continue through the year 2005, although at
a slower rate than experienced in the past. Household income increased by a
compound annual rate of 1.70% during the 1970s. This rate of increase grew
during the 1980s, but dropped in the 1990s to 1.01%. NPA Data Services, Inc.
projects moderate increases in household income between 1995 and 2005.

Lincoln City has four transportation services. Central Coast Connections is the
county sponsored bus transport and operates daily from Otis Junction, south to
Yachats and east to Toledo and Siletz. The major roadway serving the county is
99W which extends into Portland and connects with Interstate Highway 5.


- --------------------------------------------------------------------------------
                                      -11-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

The following graph shows the compound annual employment change rates for the
Lincoln County MSA, the state of Oregon and the United States.

                    Compound Annual Employment Change Rates

                               [GRAPHIC OMITTED]

NOTE: The 1990-1995 indication is estimated and the 1995 through 2005
      indications are projected.

Source: NPA Data Service, Inc

Lincoln City has two primary economic resources: tourism and retirement. Due to
the mainstay being tourism, there are an abundance of restaurants, unique gift
shops, galleries, clothing stores and several factory outlet stores. In
addition, the 185,000 square foot Chinook Winds Siletz Tribal Gaming and
Convention Center Casino is located in Lincoln City.

Due to the Lincoln City area being mainly tourism and a retirement community,
employment growth is expected. During the 1995 through 2005 period, employment
growth is projected to range from 1.88% to 2.27%, higher than the 1.33% to 1.45%
range projected for the United States and in the range of the 1.71% to 1.98%
projected for the state of Oregon.

In conclusion, Lincoln County and Lincoln City is primarily a tourist and
retirement community located along the Oregon Coast. The population change from
1990 to 1995 was 0.99% which indicates a stable population growth with slight
increases in the projected population from 1995 to 2000 of 2.51%. The county has
relatively good access to Salem and Portland along 99W which connects with
Interstate Highway 5. Given the tourist and retirement nature of Lincoln County,
no rapid growth is indicated. Therefore, the short term outlook is for continued
slow growth.


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                                      -12-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

Overall Lincoln City Hospitality Market

The subject is located within the Lincoln City Hospitality Market. According to
Investment Trends, Second Quarter 1997 published by CCIM/Landauer, the subject
is located within the Pacific Region of the United States. The following chart
shows the regions performance with other regions.

- --------------------------------------------------------------------------------
                                             Total        Median        Median
                Number of                  Inventory       Price         Price
Region            Sales     Total Price     (Rooms)    (In Thousand)    Per Room
- --------------------------------------------------------------------------------
New England         1        $1,225,000         47      $1,225,000       $26,064
Mid-Atlantic        7       $86,500,000      1,226          $6,300       $45,000
Great Lakes         4        $8,025,000        640          $1,725       $15,693
Plains              3        $9,855,000        589          $3,150       $19,207
Southeast           9      $119,240,000      1,590          $4,650       $47,419
Southwest           3       $27,300,000        603          $9,300       $42,857
Mountain           10       $56,128,406      1,377          $5,313       $40,824
- --------------------------------------------------------------------------------
Pacific            12       $98,020,000      1,778          $2,700       $36,119
- --------------------------------------------------------------------------------
U.S. Total         49      $406,323,406      7,850          $3,850       $37,775
- --------------------------------------------------------------------------------

As shown, the Pacific Region has experienced the highest number of sales with an
overall sales price of $98,050,000 which equates to an average price per room of
$36,119. This overall price per room is in the middle of the data set and
represents the budget priced hotels. As shown in the Sales Comparison Approach,
the upscale hotels sell for a much higher price per room.

Subject's Competitive Group (SCG)

In this analysis, we will examine activity for the group of hotel properties
that comprise the subject's competitive group (SCG). We will identify the
characteristics that distinguish the SCG, discuss the history of the SCG,
analyze historic trends experienced in the SCG, as well as estimate future
growth rates of lodging supply and demand.

Characteristics that Distinguish the SCG

The SCG is comprised of five hotels (including the subject) considered to be the
subject's most direct competition. These properties are located along the Oregon
coast and have direct access and visibility to the Pacific Ocean. As previously
mentioned, the subject is located in Lincoln City and has direct access to the
Pacific Ocean. This location is one of the premier locations in Lincoln City and
is located in proximity to the Chinook Winds Casino and other retail and
residential areas. Attractions in the area include the afore mentioned Chinook
Winds Casino, Lincoln City Factory Outlet Stores, several surrounding golf
courses, the Nature Conservancy Trail at Cascade Head, several state parks which
offer views of the Pacific Ocean, storm watching and whale watching. The Lincoln
City area is primarily known for its tourism business and its retirement
community. These attractions makeup the majority of the room demand in the SCG.
Numerous other limited-service hotels are located to the north and south along
Highway 101; however, these hotels do not compete directly with the subject
other than


- --------------------------------------------------------------------------------
                                      -13-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

for overflow business and were not included in the SCG. A brief summary of the
hotels included in the SCG is contained in the following paragraphs and in a
chart on the following page. A competition map and photographs (with the
exception of the Seaside Shilo Inn) are included on the pages following the
chart.

      Salishan Lodge - The Salishan Lodge is a full service hotel located
      approximately eight miles south of the subject in Gleneden Beach and over
      looks Siletz Bay. This hotel is a premier resort hotel with a golf course,
      indoor and outdoor tennis courts, nature trails, indoor pool, sun deck,
      sauna, whirlpool and Gift Shop. In addition, it has 14 multi-purpose
      meeting rooms and a Business Center. This hotel features 201 guest rooms
      and suites. The room rates range from $119.00 to $219.00 per night in the
      winter season and from $189.00 to $269.00 in the summer peak season. Room
      mix includes a single king and double queens room type. The Salishan Lodge
      is superior to the subject property due to its amenities.

      Inn at Spanish Head - The Inn at Spanish Head is located approximately
      four miles south of the subject property along Highway 101. This hotel has
      119 guest rooms with rates ranging from $119.00 to $149.00 for the Deluxe
      Bedroom, $139.00 to $149.00 for the Deluxe Studio and from $189.00 to
      $209.00 for the Deluxe one bedroom suite. Room types include a single king
      and double/double beds. Amenities include room service, restaurant and
      lounge, valet parking, heated outdoor pool, saunas, recreation game room,
      exercise room and guest laundry. The Inn at Spanish Head Inn is comparable
      to the subject due to its condition and amenities.

      Shilo Inn - Newport - The Shilo Inn at Newport is located approximately 25
      miles south of Lincoln City in Newport. This hotel has 179 rooms with
      rates ranging from $99.00 to $179.00 per night. Room mix includes a single
      king, double/queen rooms, suites, parlor suites and rooms with kitchen
      facilities. Amenities include a full service restaurant, Sports Bar and
      Lounge, four meeting rooms with a total of 5,012 square feet and two
      indoor pools. The Shilo Inn - Newport is slightly superior to the subject
      property, due to the amenities including two pools and its location in
      Newport.

      Shilo Inn - Seaside - The Shilo Inn - Seaside is located approximately 80
      miles north of the subject in Seaside. This hotel has 113 rooms with rates
      ranging from $62.00 to $135.00 for a single queen to $128.00 to $230.00
      for the single king with a kitchen and sleeper sofa. Room mix includes a
      single king with kitchen and sleeper sofa, double queen with kitchen,
      single king with sleeper sofa and fireplace, single king suite with
      sleeper sofa and a single queen with a loft. Amenities include a full
      service restaurant and lounge, fitness center, pool, spa, six meetings
      rooms with a total of 3,916 square feet and guest laundry. The Shilo Inn
      -Seaside is slightly inferior to the subject property, due to its
      amenities and its location in Seaside.

      Conclusion - The subject competes with full service hotels along the
      Oregon coast. The subject is a premier hotel with amenities such as an
      indoor swimming pool, two jacuzzis, wet and dry saunas, restaurant and
      lounge, ocean access and view and area attractions including the Chinook
      Winds Casino. As compared to the SCG, the Salishan Lodge is superior to
      the subject due to their amenities. Inn at Spanish Head is comparable in
      condition and amenities with the Shilo Inn in Newport being slightly
      superior and the Shilo Inn in Seaside being slightly inferior.


- --------------------------------------------------------------------------------
                                      -14-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

                      MERRILL LYNCH MORTGAGE CAPITAL, INC.
                            SHILO INN - LINCOLN CITY
                  SUMMARY OF SUBJECT'S COMPETITIVE GROUP (SCG)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                  Full/Limited  Number of   Year        Winter           Summer
    Hotel Name                Address                  Phone        Service      Rooms     Built       Quoted Room Rates Range
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                      <C>             <C>             <C>    <C>         <C>             <C>            
Subject - Shilo Inn      1501 N.W. 40th Place     (541) 994-3655  Full Service    246    1968, 1972  $89.00-$169.00  $139.00-$219.00
 - Lincoln City          Lincoln City, Oregon                                            and 1995
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Salishan Lodge       Highway 101              (541) 764-3600  Full Service    201       1965    $119.00-$219.00  $189.00-$269.00
                         Gleneden Beach, OR.                                                        
- ------------------------------------------------------------------------------------------------------------------------------------
(2) Inn at Spanish Head  4009 SW Highway 101      (541) 996-2161  Full Service    119       1968    $119.00-$189.00  $129.00-$209.00
                         Lincoln City, OR.                                                          
- ------------------------------------------------------------------------------------------------------------------------------------
(3) Shilo Inn - Newport  536 SW Elizabeth Street  (503) 265-7701  Full Service    179       1989     $99.00-$179.00   $99.00-$179.00
                         Newport, OR.                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
(4) Shilo Inn - Seaside  30 N. Prom               (503) 738-9571  Full Service    113       1985     $62.00-$128.00  $135.00-$230.00
                         Seaside, OR.                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
Overall SGC Market       N/A                            N/A       Full Service    858               
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Source: AA LLP and Smith Travel Research (STR)
<PAGE>

                               [GRAPHIC OMITTED]


 ARTHUR                                                    Subject's Competitive
ANDERSEN                                                                   Group
<PAGE>

History of the SCG

The SCG consists of four hotels located along the Oregon coast and in the
subject's trade area. Management provided historical operating information
(ADRs, occupancy levels, etc.) for the subject property for the past three
years, however, the various managers for the subject's competitive group refused
to disclose their financial history (historical occupancy and average daily
rates). Therefore, we utilized financial data from the two Shilo Inns with
Salishan and Inn at Spanish Head declining to divulge financial information.

Hotel demand is calculated based on the number of rooms nights per year, or the
total annual number of rooms sold within the SCG. Frequently market demand is
evaluated based on the growth in each market segment (convention, tourism,
business, etc.). However, we were unable to obtain the necessary level of detail
from each hotel in the SCG to apply such an analysis. Therefore, we have
analyzed aggregate demand for the SCG. The earliest date which we have
information about the SCG is 1994 and only includes the two Shilo Inns. The
following table shows the change in the estimated demand for the SCG from 1995
through 1996.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
                         SCG HISTORIC MARKET PERFORMANCE
- -----------------------------------------------------------------------------------
                                                                     Average Annual
                                                                    Compound Change
                                      1994        1995        1996     1994-1996
- -----------------------------------------------------------------------------------
<S>                                 <C>         <C>         <C>              <C>
Number of Rooms Nights Available    106,580     106,580     106,580          0%
Annual Room Night Demand .......     60,751      61,816      61,816       0.44%
Market Occupancy ...............      54.50%      50.50%      55.50%      0.46%
Market ADR .....................  $  103.95   $  109.00   $  114.86       2.53%
Subject Property ...............        N/A   $   92.91   $  100.18       2.91%
- -----------------------------------------------------------------------------------
</TABLE>

Based on this table, the SCG occupancy is relatively stable which is expected in
a seasonal market. In addition, the subject indicates an ADR of $92.91 in 1995,
$100.18 in 1996 and an ADR of $101.27 for the rolling 12 months ending May 31,
1997. The average compound change for the subject is 2.91 % which is in-line
with the two Shilo Inns. However, due to the limited amount of data in the SCG,
the ADR is expected to increase above inflation or around 4% to 5% which is more
consistent with the national overall hotel market.

Prospects for New Construction within the SCG

Typically, new construction occurs in a market whose occupancy is at a high
enough level to make new construction feasible. Optimally, when new supply is
added, the occupancy rate for the SCG should remain stable, with any new demand
being absorbed by the new rooms. However, this is seldom the case. Typically,
there are more developers entering an over-performing market than the market can
bear. As previously discussed, no new hotel construction is expected for the
next several years in the SCG. This is supported by the Lincoln City Building
Permit Office and the lack of available land for hotel development.


- --------------------------------------------------------------------------------
                                      -19-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

Demand Indicators

As indicated in the history of the subject's competitive group analysis, the
annual room night demand has remained relatively stable and is expected to
remain stable due to the seasonal nature of the room demand. As previously
mentioned, no new development is expected due to the lower occupancy levels and
the lack of available land for hotel development.

The subject's trade area is located in proximity to several attractions.
Attractions in the area include the Chinook Winds Casino, Lincoln City Factory
Outlet Stores, several surrounding golf courses, the Nature Conservancy Trail at
Cascade Head, several state parks which offer views of the Pacific Ocean, storm
watching and whale watching. The Lincoln City area is primarily known for its
tourism business and its retirement community. These attractions make up the
majority of the room demand in the SCG. The following charts indicate the
historical visitor inquiries from the Lincoln City Visitors Bureau.

    ------------------------------------------------------------------------
           Historical Visitor Inquiry Statistics for Lincoln City, OR
    ------------------------------------------------------------------------
        Year        1993        1994        1995        1996        1997*
        ----        ----        ----        ----        ----        -----

       Totals      49,943      77,259      91,110      92,617      61,030
    ------------------------------------------------------------------------

    Source: Lincoln City Visitors and Convention Bureau
    * Represents the first 8 months of 1997

As shown by the inquiries, Lincoln City has increased in popularity since 1993
as a tourist location which is an indirect indication of new demand. The
following chart summarizes the Transient Room Rentals for hotels/motels in the
Lincoln City area.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
                    Transient Room Rentals for Lincoln City, OR
- ------------------------------------------------------------------------------------
Year      1994     % chng    1995     % chng     1996     % chng     1997*    % chng
- ----      ----     ------    ----     ------     ----     ------     -----    ------
<S>    <C>          <C>   <C>          <C>    <C>          <C>    <C>          <C>  
Total  $23,047,973  6.3%  $24,318,688  10.3%  $27,750,657  14.1%  $12,834,007  14.6%
- ------------------------------------------------------------------------------------
</TABLE>
Source: Lincoln City Visitors and Convention Bureau
* Represents the first six months of 1997

The above charts support the Visitors Bureau Inquiries trend of increased
interest in the area. The trend indicates an upward growth from 6.3% in 1994 to
an estimated 14.6% growth in the first six months of 1997. Given the growth
rates for visitor inquiries and transient room rentals, the subject should be
able to sustain or increase REVPAR in the future.

Based on the information contained in the Subject's Competitive Group section, a
historical analyses to anticipate future performance of the subject was
performed. These analyses and conclusions are discussed in the following
paragraphs.

Competitive Position

In this section, we will discuss the historical performance of subject property
as compared with the SCG. This discussion will help us draw reasonable
conclusions about the future


- --------------------------------------------------------------------------------
                                      -20-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

performance for the subject. In developing bases for future performance
estimates, we made the following assumptions:

o   the hotel will maintain competent management;
o   the hotel will maintain effective marketing efforts;
o   the hotel will maintain competitive pricing; and
o   no new lodging facilities will enter the SCG.

Fair Share Analysis

A hotel property's fair share is calculated by dividing the number of rooms in
the hotel by the number of competitive rooms within a given market, in this
case, the SCG. Its "penetration" is a measure of performance that a hotel
property achieves as compared with the market, and is calculated by dividing the
occupancy of the hotel property by the occupancy of the market or SCG.
Therefore, a property achieving its fair share of demand would theoretically
achieve a penetration rate of 100%. The starting point in this analysis is
determining the subject's fair share. The subject's fair market share is 28.67%
(246 divided by 858).

Occupancy Penetration Conclusion - The starting point in this analysis is
determining the subject's fair share. The room supply is anticipated to remain
stable, with no new hotel construction occurring in the next few years. As
previously mentioned, the Shilo Inn - Lincoln City represents a far superior
product than any other lodging facility in the Lincoln City area. Therefore, the
Shilo Inns in Seaside and Newport were utilized. Given the stable room supply
and increasing demand, the subject is anticipated to achieve a balance of supply
and demand within the SCG. Considering this assertion, the occupancy of the SCG
is anticipated to remain relatively stable or increase very slightly over the
foreseeable future.

Regarding the subject's probable occupancy penetration, the subject property is
considered superior to the Shilo Inn in Seaside and inferior to Salishan Lodge
and Shilo Inn in Newport. These properties averaged 55.50% occupancy in 1996
while the subject averaged 55.00%. For the rolling 12 month ending May 31, 1997,
the subject's average was 57% occupancy and achieved an average daily rate of
$101.27. The 57% occupancy for the rolling 12 months ending May 31, 1997
including the rooms out of service due to the renovation which equated to
approximately 4,000 room nights. In addition, its good location, visibility,
quality product and recent $2,000,000 renovation will boost occupancy levels and
average daily rates. Considering these factors, it is reasonable to project that
the subject's occupancy penetration rate will be around 100%. Based on the
discussion above, we estimate that the subject's stabilized occupancy level will
be 60%. This is reasonable given the property's market positioning.

ADR Conclusion - In estimating the subject's ADR at stabilization, we focused
primarily on the subject's historical ADR and the two Shilo Inns. The Lincoln
City area is seasonal in the room rates with the peak tourist period beginning
in May and ending in September. The ADR for the two Shilo Inns are $129.37 and
$100.34 and have an average annual compound change from 1994 to 1996 of 2.53%
with the subject indicating an average annual compound change from 1995 to
rolling 12 months ending May 31, 1997 of 2.91%. This average annual compound
rate does not include the increased ADR and occupancy due to the $2,000,000
renovation the subject recently under went.


- --------------------------------------------------------------------------------
                                      -21-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

Considering historical ADR growth in the Lincoln City area and the two Shilo
Inns, the subject should command an ADR around the ADR indicated by the SCG. The
subject Shilo Inn location and quality should allow it to compete very favorable
for the area's tourist traveler. Considering the discussion above, we estimate
that the subject's ADR to be $105.00. No breakdown was given between the suite
rooms and the typical guest rooms. Therefore, the stabilized room revenue is
estimated as follows:

        246 rooms x 365 days x $105.00 ADR x 60% occupancy = $5,656,770

                                                      REVPAR=$63.00


- --------------------------------------------------------------------------------
                                      -22-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

                              HIGHEST AND BEST USE

The uses to which a property can be put affect its value. This is recognized by
the concept of highest and best use, as defined:

            The reasonably probable and legal use of vacant land or an improved
            property, which is physically possible, appropriately supported,
            financially feasible and results in the highest value.

The highest and best use of the land as if vacant and available for use may be
different from the highest and best use of the improved property. This is true
when the improvement is not an appropriate use, but makes a contribution to the
total property value in excess of the value of the site. Thus, in arriving at
our opinion of the highest and best use, we first analyzed the property as
though the land were vacant and then analyzed it as improved. In both instances,
the conclusion of highest and best use must be determined by examining the
physically possible, legally permissible, financially feasible and maximally
productive uses of the site.

      As Vacant

Physically Possible - The physical aspects of the site such as size, shape and
topography impose the first constraints on the possible use of the property. The
site is basically level and slightly slopes from east to west. This sloping is
not considered to be a detriment to development. The site is slightly irregular
in shape and contains a total of 9.00 acres or 392,040 square feet in three
separate tracts. It has good curb appeal and good visibility and access from
N.W. 40th Place. In addition, the site has good access and visibility to the
Pacific Ocean. All utilities are available and no physical characteristics were
observed that would impose constraints on the site's development. Given the
characteristics of the site and the surrounding land uses, possible uses would
include a wide range of property types, including hotel/motel development.

Legally Permissible - Legal restrictions, as they apply, include the public
restrictions of zoning. The property is zoned R-C, Recreational Commercial by
the city of Lincoln City. Allowed uses include residential, condominiums,
hotel/motel, retail and other commercial uses. The subject conforms to the
zoning ordinance.

Legally permissible restrictions also include easements, right-of-ways,
encroachments and restrictive covenants. No adverse easements were noted for the
subject site. In addition, although we did not have access to a current title
policy, no restrictive covenants were discovered which would limit the
development potential of the subject property. Therefore, a wide variety of
physically possible uses are legally permissible, including hotel development.

Financially Feasible and Maximally Productive - The site is located along the
west side of N.W. 40th Place with adequate frontage and depth. Surrounding land
uses are primarily commercial including restaurants, Chinook Winds Casino and
residential. No new hotel construction is anticipated. In addition, no new
development was noticed. Therefore, hotel development is considered financially
feasible and maximally productive.

Conclusion - We believe the highest and best use of the site, as though vacant,
as of August 14, 1997, is for hotel/motel development.


- --------------------------------------------------------------------------------
                                      -23-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

      As Improved

Physically Possible - The overall property is in good condition and is
well-suited for its current use. As previously mentioned the subject has
recently been renovated. This renovation is expected to keep the subject at the
current occupancy and ADR levels.

Legally Permissible - In its current physical state, the subject property
conforms to the Lincoln City Zoning Code.

Financially Feasible and Maximally Productive - In the Cost Approach, the land
value was estimated at $4,700,000, which is far less than the value of the
subject property, as improved, at $30,500,000. Due to the obvious demand for the
current use, primarily based on its recent performance, it would not be
economically feasible to demolish the existing improvements. Given the layout,
interior design and the apparent level of demand for the existing improvements,
it is our opinion that the only financially feasible and maximally productive
use of the site, as improved, is its current use.

Conclusion - We have concluded that the highest and best use of the property, as
improved, as of August 14, 1997, is its current use.


- --------------------------------------------------------------------------------
                                      -24-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

                            INCOME APPROACH TO VALUE

The principle assumption of the Income Approach is that there is a relationship
between a property's value and the income it can produce. It is based on the
premise that the value of a property is represented by the present worth of
anticipated future benefits to be derived from ownership (principle of
anticipation). These future benefits consist of the annual net income of the
subject property for a projected period of years, plus a net capital sum
realized through the disposition of the property (reversion) at the end of a
typical investment period. Two different valuation techniques, the discounted
cash flow technique (DCF) and the direct capitalization technique, are typically
used within the Income Approach to value.

The DCF technique involves forecasting net cash flows which are discounted to
present value through the use of an appropriate discount rate. The process of
obtaining the reversion amount is known as capitalization and involves dividing
the final year's net income by a rate which weighs such considerations as risk,
time, interest on the capital investment and recapture of the depreciating
asset. In comparison, direct capitalization is a method used to convert a single
year's income estimate into a value indication. It is accomplished by dividing
the stabilized net operating income estimate by an appropriate capitalization
rate.

According to our conversations with hotel investors, developers and brokers,
investors in existing hotel properties analyze their investments in three ways:

o   Direct Capitalization Approach,
o   Room Revenue Multiplier (RRM) Technique, and
o   Sale Price Per Room technique.

The following discussion focuses upon the direct capitalization technique and
the DCF technique. The remaining two techniques (RRM and sale price per room)
will be discussed in the Sales Comparison Approach.

Direct Capitalization Technique

In our analysis, we divided the direct capitalization technique into four basic
steps. The first step involved the estimation of total revenue for the subject
property. As it pertains to the subject property, total revenue consists of room
revenue, restaurant lease income, telephone revenue and other income. As part of
this process, we analyzed the historical operating results of the subject as
well as activity experienced in the Lincoln City and national hotel market. We
attempted to obtain this level of detail for the subject's competition; however,
as this data is typically highly confidential, we were unable to obtain it on an
individual property basis. Next, we analyzed the various deductions which must
be made from the subject's total revenue. There are three basic types of
expenses:

o   departmental expenses,
o   undistributed expenses and
o   fixed expenses.


- --------------------------------------------------------------------------------
                                      -25-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

Within this section, we also addressed the particular assumptions that apply
within each expense category. The income and expense estimates are based on the
last two years and the rolling 12 months ending May 31, 1997. As previously
mentioned, the subject has recently undergone a $2,000,000 renovation. The
operating statements have not yet reflected this renovation. Total revenue less
total expenses is the property's net operating income. Third, we performed an
analysis of capitalization rates. This section concludes by dividing the
estimated net operating income divided by a market derived capitalization rate
for our value indication via the direct capitalization technique. The following
paragraphs detail each of these steps.

Total Revenue Estimate - The first step in the direct capitalization technique
was to estimate the total revenue for the subject property. Within the subject
property, there are four components to total revenue (or departmental revenue);
i.e., room revenue, restaurant lease income, telephone revenue and other income.
Room revenue was estimated in the Hospitality Market Analysis section by
multiplying the average daily rate (ADR) by the average occupancy times the
number of room nights per year (in the case of the subject, 246 rooms x 365).
The restaurant lease income was based on an actual lease which pays for the use
of the food and beverage restaurant. This figures compares with the previous two
years lease income. The telephone and other income revenue was estimated using
historical data for the subject and The Host Report, 1997 Report for the Year
1996, published by Smith Travel Research (STR).

Expense Analysis -The chart following this page contains a schedule detailing
the subject's revenues and expenses from 1995, 1996 and the last 12 months
ending May 31, 1997. In addition to the actual revenue and expenses for the
subject, the revenue and expenses as a percentage of revenue from the 1997 HOST
Report, published by Smith Travel Research are listed. The operating expenses
for the subject property by category have been estimated at amounts consistent
with the historical operating statements or industry statistics in The Host
Report, 1997 Report for the Year 1996, published by Smith Travel Research (STR),
and based on our analysis of actual operating statistics of other similar full
service hotels over the last 12 months. The exceptions to these industry
statistics are as follows:

      General and Administrative (G & A) - The G & A expense includes staff
      payroll, stationary and printing supplies, legal expenses and other
      miscellaneous operating expenses. This expense is typically reported as a
      ratio of total revenue that historically ranged from 3.8% to 4.9%. The
      HOST Report indicates levels ranging from 9.3% to 10.5% of total revenues.
      According to Mr. David Simpson, the manager of Shilo Inn, these figures
      are low due to the support and accountants at the home office in Portland.
      Therefore, we have estimated the subject's administrative expense ratio at
      7.0% of total revenue to reflect what a typical owner would pay.

      Marketing - This expense includes advertising, promotions and guest
      incentive and is typically forecast as a ratio of total revenues. The HOST
      Report indicates levels ranging from 5.2% to 6.8% with the historicals
      ranging from 3.6% to 4.8%. According to Mr. Mark Barney a majority of the
      national marketing is provided by the home office in Portland with the
      hotel supporting the marketing with local advertising. Based upon this
      information, we have incorporated a 5.0% marketing expense in our
      analysis. This expense is within the range of industry standards.


- --------------------------------------------------------------------------------
                                      -26-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

      Franchise Fees - The subject property is not affiliated with a major chain
      franchise. However, there are approximately 46 Shilo Inns located in
      Arizona, California, Idaho, Montana, Nevada, Oregon, Utah, Washington and
      Wyoming. According to Mr. David Simpson and Mr. Mark Barney with Shilo
      Inns, each hotel is operated by Shilo Inns and does not pay a franchise
      fee. In addition, no franchise fee would be necessary by a typical owner
      due to the unique location and amenities the subject offers. Due to the
      numerous independent hotels in the area, a chain hotel would not command
      higher ADR or occupancies which would justify franchise fees.

      Reserve for Replacement - The reserves allowance represents a reserve put
      aside annually to allow for replacement of short-lived items as they
      become obsolete, or unusable, and periodic refurbishment. While a reserve
      is a capital expense and not necessarily expended each year, the premise
      is that funds should be set aside to accumulate for eventual capital
      refurbishment. Industry standards usually dictate a range of 2% to 5% of
      total revenues depending upon the property's condition and styling of its
      furniture, fixtures and equipment. There is no reserve accounted for in
      the financial statements, and indications from the HOST Report indicate
      that only 0.5% to 0.6% are being set aside for the properties in that
      survey. According to local market participants, reserves accounts of 3% to
      4% of total revenue are typically included within the NOI estimate for
      purchase decisions. Given the subject's current condition and age, we
      estimate a replacement reserves allowance of 3.0% of total revenues for
      the subject property.


- --------------------------------------------------------------------------------
                                      -27-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

                       MERRILL LYNCH MORTGAGE CAPITAL, INC
                            SHILO INN - LINCOLN CITY
                              FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                                                   12 Months
                             Stabilized    % of   Ending 5/97  % of Total                 % of                 % of Total 
                            AA Estimate  Revenue     Actual      Revenue   1996 Actual   Revenue   1995 Actual   Revenue  Total U.S.
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>          <C>      <C>          <C>       <C>           <C>       <C>           <C>       <C>     
REVENUE
   Rooms                     $5,656,770    95.9%   $5,127,951    95.7%    $4,764,192     95.5%    $4,094,976     95.0%     69.8%  
   Restaurant Rent           $  138,000     2.3%   $  137,553     2.6%    $  135,630      2.7%    $  138,755      3.2%     16.4%  
   Telephone (1)             $   62,224     1.1%   $   53,670     1.0%    $   51,927      1.0%    $   50,692      1.2%      2.6%  
   Other Income (1)          $   39,597     0.7%   $   36,898     0.7%    $   35,364      0.7%    $   24,450      0.6%      3.2%  
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL REVENUE                $5,896,591   100.0%   $5,356,072   100.0%    $4,987,113    100.0%    $4,308,873    100.0%    100.0%  
- ------------------------------------------------------------------------------------------------------------------------------------
DEPARTMENTAL EXPENSES                                                                                                     
   Rooms (1)                 $  848,516    15.0%   $  771,908    15.1%    $  635,639     13.3%    $  739,427     18.1%     25.1%  
   Continental Breakfast (I) $    8,280     6.0%   $    8,098     5.9%    $    7,209      5.3%    $    6,004      4.3%     73.4%  
   Telephone (1)             $   34,223    55.0%   $   30,536    56.9%    $   28,205     54.3%    $   32,077     63.3%     54.2%  
   Other Income (1)          $   11,087    28.0%   $   10,033    27.2%    $    9,769     27.6%    $   11,797     48.2%      1.4%  
                             ----------   -----    ----------   -----     ----------    -----     ----------    -----     -----   
TOTAL DEPARTMENTAL                                                                                                        
 EXPENSES                    $  902,106    15.3%   $  820,575    15.3%    $  680,822     13.7%    $  789,305     18.3%     38.2%  
- ------------------------------------------------------------------------------------------------------------------------------------
DEPARTMENTAL PROFIT          $4,994,485    84.7%   $4,535,497    84.7%    $4,306,291     86.3%    $3,519,568     81.7%     61.8%  
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                          
UNDISTRIBUTED EXPENSES                                                                                                    
   G&A                       $  412,761     7.0%   $  202,438     3.8%    $  190,586      3.8%    $  211,433      4.9%      9.7%  
   Marketing                 $  294,830     5.0%   $  194,864     3.6%    $  183,874      3.7%    $  206,807      4.8%      5.3%  
   Repairs and Maintenance   $  324,313     5.5%   $  196,241     3.7%    $  180,651      3.6%    $  205,475      4.8%      4.9%  
   Management                $  277,140     4.7%   $  267,804     5.0%    $  249,356      5.0%    $  215,444      5.0%      3.7%  
   Franchise Fees            $        0     0.0%   $        0     0.0%    $        0      0.0%    $        0      0.0%      1.6%  
   Utilities                 $  141,518     2.4%   $  138,699     2.6%    $  133,872      2.7%    $  137,504      3.2%      4.6%  
                             ----------   -----    ----------   -----     ----------    -----     ----------    -----     -----   
TOTAL UNDISTRIBUTED                                                                                                       
 EXPENSES                    $1,450,561    24.6%   $1,000,046    18.7%    $  938,339     18.8%    $  976,663     22.7%     29.8%  
- ------------------------------------------------------------------------------------------------------------------------------------
GROSS OPERATING PROFIT       $3,543,924    60.1%   $3,535,451    66.0%    $3,367,952     67.5%    $2,542,905     59.0%     32.0%  
- ------------------------------------------------------------------------------------------------------------------------------------
FIXED EXPENSES                                                                                                            
   Equipment Lease           $        0     0.0%   $    4,328     0.1%    $    3,273      0.1%    $    5,191      0.1%      0.0%  
   Property Taxes            $  234,452     4.0%   $  213,238     4.0%    $  208,015      4.2%    $  184,079      4.3%      3.0%  
   Insurance                 $   41,000     0.7%   $   40,553     0.8%    $   38,746      0.8%    $   28,463      0.7%      0.7%  
   Reserve for Replacement   $  176,898     3.0%   $        0     0.0%    $        0      0.0%    $        0      0.0%      2.1%  
                             ----------   -----    ----------   -----     ----------    -----     ----------    -----     -----   
TOTAL FIXED EXPENSES         $  452,350     7.7%   $  258,119     4.8%    $  250,034      5.0%    $  217,733      5.1%      5.8%  
- ------------------------------------------------------------------------------------------------------------------------------------
NET INCOME                   $3,091,574    52.4%   $3,277,332    61.2%    $3,117,918     62.5%    $2,325,172     53.9%     26.2%  
- ------------------------------------------------------------------------------------------------------------------------------------
ROOM NIGHTS                      89,790                85,790                 89,790                  86,191                 N/A  
ROOMS OCCUPIED                   53,874                48,900                 49,385                  43,957                 N/A  
OCCUPANCY %                       60.0%                 57.0%                  55.0%                   51.0%               71.7%  
AVERAGE DAILY RATE           $   105.00            $   101.27             $   100.18              $    92.91              $89.32  
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- -------------------------------------------------------------------------
                                          1997 Host Report
                                                                  150-300 
                           Independent  Pacific  Resort  Upscale   Rooms
- -------------------------------------------------------------------------
REVENUE
   Rooms                       61.8%    67.7%    60.6%    70.2%    69.8%
   Restaurant Rent             20.8%    17.0%    17.9%    16.5%    17.6%
   Telephone (1)                2.2%     2.8%     2.2%     2.5%     2.5%
   Other Income (1)             6.8%     4.0%     9.2%     3.1%     3.1%
- -------------------------------------------------------------------------
TOTAL REVENUE                 100.0%   100.0%   100.0%   100.0%   100.0%
- -------------------------------------------------------------------------
DEPARTMENTAL EXPENSES        
   Rooms (1)                   27.5%    27.1%    25.9%    24.6%    25.3%
   Continental Breakfast (I)   87.6%    75.6%    68.9%    73.5%    75.1%
   Telephone (1)               66.2%    52.2%    60.8%    52.2%    55.2%
   Other Income (1)             3.0%     1.7%     4.9%     1.4%     1.4%
                              -----    -----    -----    -----    ----- 
TOTAL DEPARTMENTAL           
 EXPENSES                      46.3%    40.8%    41.3%    37.7%    39.0%
- -------------------------------------------------------------------------
DEPARTMENTAL PROFIT            53.7%    59.2%    58.7%    62.3%    61.0%
- -------------------------------------------------------------------------
                             
UNDISTRIBUTED EXPENSES       
   G&A                         10.5%     9.8%     9.3%     9.8%     9.6%
   Marketing                    6.8%     5.7%     6.4%     5.2%     5.8%
   Repairs and Maintenance      5.9%     5.0%     5.7%     4.8%     5.0%
   Management                   2.1%     3.1%     2.4%     3.8%     3.2%
   Franchise Fees               0.1%     1.3%     1.0%     1.6%     2.0%
   Utilities                    4.9%     3.8%     4.4%     4.5%     4.8%
                              -----    -----    -----    -----    ----- 
TOTAL UNDISTRIBUTED          
 EXPENSES                      30.3%    28.7%    29.2%    29.7%    30.4%
- -------------------------------------------------------------------------
GROSS OPERATING PROFIT         23.4%    30.5%    29.5%    32.6%    30.6%
- -------------------------------------------------------------------------
FIXED EXPENSES               
   Equipment Lease              0.0%     0.0%     0.0%     0.0%     0.0%
   Property Taxes               2.4%     2.3%     2.4%     3.0%     2.9%
   Insurance                    1.0%     0.9%     0.8%     0.7%     0.7%
   Reserve for Replacement      0.9%     1.8%     1.9%    22.0%     1.8%
                              -----    -----    -----    -----    ----- 
TOTAL FIXED EXPENSES            4.3%     5.0%     5.1%    25.7%     5.4%
- -------------------------------------------------------------------------
NET INCOME                     19.1%    25.5%    24.4%     6.9%    25.2%
- -------------------------------------------------------------------------
ROOM NIGHTS                      N/A      N/A      N/A      N/A      N/A
ROOMS OCCUPIED                   N/A      N/A      N/A      N/A      N/A
OCCUPANCY %                    65.2%    73.1%    69.8%    71.6%    70.2%
AVERAGE DAILY RATE           $103.03  $101.39  $119.20   $84.90   $84.53
- -------------------------------------------------------------------------

(1)  As a percentage of departmental revenue.
<PAGE>

Capitalization Rate Analysis - The direct capitalization technique requires an
analysis of appropriate overall capitalization rates. Ideally, a range of
capitalization rates can be extracted from market transactions. When income and
expenses are estimated on the same basis for the subject property and are
comparable; and when both physical and financial conditions that affect the
comparables are similar to those affecting the subject property (or an
adjustment can be made for them), this direct technique is preferred.

A capitalization or overall rate (OAR) can be selected by several methods. One
of the methods used in this analysis is the derivation of an OAR through
comparable sales. In this method, the OAR is developed by dividing the net
operating income of selected comparable sales by their cash equivalent sales
prices. We identified and analyzed six comparable sales to compare to the
subject for the purpose of estimating an overall capitalization rate. The
following table summarizes six sales and their indicated overall capitalization
rates. The criteria for the selection of these five sales included market
orientation, size, date of sale, occupancy, ADR, and chain affiliation.

                          Capitalization Rate Analysis
                         Summary of Improved Hotel Sales

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
Sale                    Sale                                     Overall   Expense    Price
No. Hotel Name          Date  Occupancy   ADR     REVPAR    RRM    Rate     Ratio    Per Room
- ---------------------------------------------------------------------------------------------
<S> <C>                <C>      <C>     <C>       <C>       <C>    <C>      <C>      <C>    
 1  Valley River Inn   Aug-96   70.6%    $83.83   $59.18    3.38    8.9%    30.00%    $72,957
 2  Roosevelt Hotel    Apr-96   72.2%    $81.90   $59.13    4.88    8.7%    42.30%   $105,298
 3  Gateway Hotel      Apr-96   82.8%    $51.50   $42.64    4.83   10.0%    48.40%    $75,172
 4  Marriott Courtyard Mar-96    N/A       N/A      N/A      N/A    N/A       N/A     $76,316
 5  Park Plaza Suites  Mar-96    N/A       N/A      N/A      N/A    N/A       N/A    $130,556
 6  Bellevue Hilton    Aug-95   65.0%    $60.05   $39.03    4.80    9.0%    43.17%    $68,333
Subject Shilo Inn               60.0%   $105.00   $63.00     N/A    N/A     50.00%      N/A
- ---------------------------------------------------------------------------------------------
</TABLE>
                                                  
The indicated capitalization rates for these hotel sales range from 8.7% to
10.0% with a mean of 9.1% One of the greatest influences on the overall
capitalization rate is the age of the property and the upside potential for
rental rates. A buyer may base the acquisition price on a lower overall rate, if
there is a potential to increase gross revenue through rental increases in the
near future. However, if the property is old, the market acceptance of a rental
increase may be less than a property newer age.

Sale 1 represents a sale of an independent full service suite hotel in Eugene,
Oregon. This sale was purchased for its income potential with the buyer
renovating the property approximately six months after the date of sale.
According to Mr. Ron Gladney, the General Manager, the budgeted room revenue for
1997 is estimated at $10,600,000 which represents a 7.60% increase from the time
of sale. Given the increase in revenue and growth potential, a higher overall
rate is warranted for the subject.

Sale 2 represents the sale of an independent full service hotel in Seattle,
Washington. According to Mr. David Cottler with West Coast Hotel, the property
was in good condition as of the date of sale and did not require any
renovations. This sale has a higher occupancy than the subject; however, is not
a resort hotel and relies on the business traveler for occupancy and


- --------------------------------------------------------------------------------
                                      -29-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

ADR. Given the location of this sale and the growth potential, a higher overall
rate is warranted for the subject.

Sale 3 is the sale of an independent limited-service hotel with no restaurant or
amenities. The hotel was purchased as part of a package. Due to this sale being
a limited-service hotel, little weight was given to this sale.

Sale 6 is the sale of a full service chain hotel located in Bellevue,
Washington. This hotel was renovated after the sale and is expected to increase
their ADR and occupancy. Given the growth potential, a higher overall rate is
warranted.

In order to obtain additional information on the investor criteria for hotel
properties, particularly concerning recent trends, we consulted major investor
surveys from companies including Korpacz, Real Estate Research Corporation
(RERC), the American Council of Life Insurance (ACLI) and CCIM/Landauer. These
national publications indicated going-in capitalization rates ranging from 8.50%
to 13.0% nationwide, as indicated in the following table.

- --------------------------------------------------------------------------------
                             Capitalization          Capitalization
         Source                Rate Range             Rate Average
- --------------------------------------------------------------------------------
      Korpacz 1Q97            9.2% - 12.0%               10.61%
- --------------------------------------------------------------------------------
        RERC 1Q97             8.5% - 10.5%                9.70%
- --------------------------------------------------------------------------------
        ACLI 4Q96                 11.6%                   11.6%
- --------------------------------------------------------------------------------
   CCIM/Landauer 1Q97         8.5% - 11.0%            Not Reported
- --------------------------------------------------------------------------------

The indications per Korpacz are for national economy/full service hotel, whereas
the RERC and CCIM publications do not distinguish between full- and
limited-service hotels. Placing primary emphasis on the indications of Korpacz,
a 10.0% capitalization rate appears appropriate for the subject.

Stabilized Value Calculation - Direct Capitalization

Based on our projection of the subject's net operating income (NOI), and the
selected overall rate of 10.0%, it is our opinion that the "as-is" market value
of the subject property, on a going concern basis via the Income Approach, as of
August 14, 1997, was $30,900,000 as shown on the following page.


- --------------------------------------------------------------------------------
                                      -30-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

Conclusion - Direct Capitalization

- --------------------------------------------------------------------------------
                             Income Approach Summary
                                     "As-Is"
- --------------------------------------------------------------------------------
                                                                % of
                                     AA Estimate               Revenue
                                     -----------               -------
REVENUE
  Rooms                               $5,656,770                95.9%
  Restaurant Rent                       $138,000                 2.3%
  Telephone                              $62,224                 1.1%
  Other Income                           $39,597                 0.7%
                                     -----------               ----- 
TOTAL REVENUE                         $5,896,591               100.0%
DEPARTMENTAL EXPENSES
  Rooms (1)                             $848,516                15.0%
  Continental Breakfast (1)               $8,280                 6.0%
  Telephone (1)                          $34,223                55.0%
  Other Income (1)                       $11,087                28.0%
                                     -----------               ----- 
TOTAL DEPARTMENTAL
 EXPENSES                               $902,106                15.3%

DEPARTMENTAL PROFIT                   $4,994,485                84.7%
UNDISTRIBUTED EXPENSES
  G&A                                   $412,761                 7.0%
  Marketing                             $294,830                 5.0%
  Repairs and Maintenance               $324,313                 5.5%
  Management                            $277,140                 4.7%
  Franchise Fees                              $0                 0.0%
  Utilities                             $141,518                 2.4%
                                     -----------               ----- 
TOTAL UNDISTRIBUTED
 EXPENSES                             $1,450,561                24.6%

GROSS OPERATING PROFIT                $3,543,924                60.1%
FIXED EXPENSES
  Equipment Lease                             $0                 0.0%
  Property Taxes                        $234,452                 4.0%
  Insurance                              $41,000                 0.7%
  Reserve for Replacement               $176,898                 3.0%
                                     -----------               ----- 

TOTAL FIXED EXPENSES                    $452,350                 7.7%
- --------------------------------------------------------------------------------
NET INCOME                            $3,091,574                52.4%
DIVIDED BY
CAPITALIZATION RATE                       10.00%
VALUE ESTIMATE                       $30,915,740
ROUNDED                              $30,900,000
- --------------------------------------------------------------------------------

(1) As a percentage of departmental revenue


- --------------------------------------------------------------------------------
                                      -31-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

Discounted Cash Flow Method

In order to complete the valuation of the property using the Discounted Cash
Flow Method, we present our analysis of an appropriate discount rate and
capitalization rate, calculate the reversion value of the property at the end of
the holding period and present the conclusions of value.

Reversion Capitalization Rate - Terminal capitalization rates are typically
higher than "going-in" capitalization rates due to the risk associated with the
passage of time and uncertainty into the future. The following table summarizes
terminal capitalization rate averages for all hotels (RERC) and the Full-Service
Hotel Market (Korpacz) as indicated by investor surveys.

- --------------------------------------------------------------------------------
                 Summary Of Terminal Capitalization Rate Surveys
- --------------------------------------------------------------------------------
   Publication                  Publication Date   Low        High    Average
   -----------                  ----------------   ---        ----    -------
   Korpacz Investor Survey      1st Qtr 1997      8.00%      13.00%    10.83%
   RERC                         1st Qtr 1997      9.50%      10.50%    10.30%
- --------------------------------------------------------------------------------

After considering the future risks of operations in a property similar to the
subject, such as outperforming the market competitors, we have concluded with a
terminal capitalization rate of 11.0%. This rate will be used to capitalize the
11th year income estimate into a reversionary value for the subject property.
The subject property will then have an effective age of 21 years old and will
not be able to compete as effectively with newer facilities. A higher
capitalization rate for the reversion is warranted.

Discount Rate - Discount rates vary according to investor requirements, investor
motivations, property characteristics and market conditions. For this reason we
reviewed various interest rates as follows:

              T-Notes - 10 year              6.49%
              Prime Rate                     8.50%

              Source: Wall Street Journal - August 1, 1997

Interest rates in late 1996 and early 1997 have dropped slightly from previous
levels as the U.S. economy experiences vibrant growth with little inflationary
pressure. Investors in real estate recognize that real estate is a risky
investment and demand higher risk premiums. Chain-affiliated properties continue
to be sought after by investors, and the market for good quality properties is
tightening. However, as reflected in the investor surveys, the required rate of
return for hotels/motels remains high relative to other real estate property
types, but have decreased from previous quarters. The following organizations
periodically survey real estate investors for discount rate information.

- --------------------------------------------------------------------------------
                        Summary Of Discount Rate Surveys
- --------------------------------------------------------------------------------
   Publication                  Publication Date   Low        High    Average
   -----------                  ----------------   ---        ----    -------
   Korpacz Investor Survey      1st Qtr 1997      12.00%     16.00%    14.03%
   RERC                         1st Qtr 1997      12.00%     13.50%    12.50%
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
                                      -32-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

The indications per Korpacz are for national economy/limited service (as opposed
to full service hotels), whereas the RERC publication did not distinguish
between full- and limited-service hotels. The subject has experienced a
moderately increasing cash flow and we project this to continue throughout the
holding period. The recent renovations of the subject and improving Lincoln City
market support our cash flow assumptions. Based on these factors, we have chosen
a discount rate of 13.0%.


- --------------------------------------------------------------------------------
                                      -33-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

                              Projected Cash Flows
                        Shilo Inn - Lincoln City, Oregon

<TABLE>
<CAPTION>
                                         12 Months
                                          Ending               Projected YE            Projected YE           Projected YE          
YEAR                                      5/31/97       %        8/14/98       %         8/14/99       %        8/13/00      %      
- ----                                 -----------------------------------------------------------------------------------------------
<S>                                     <C>           <C>      <C>           <C>       <C>          <C>       <C>          <C>      
Occupancy                                   57.0%                  60.0%                   60.0%                  60.0%             
Average Daily Rate                        $101.27                $105.00                 $108.68                $112.48             
# Rooms Occupied                           48,900                 53,874                  53,874                 53,874             
Room-Nights Available                      85,790                 85,790                  85,790                 85,790             
                                     -----------------------------------------------------------------------------------------------
ADR Growth Rate                                                                            3.50%                  3.50%             
                                                                                     -----------------------------------------------
DEPARTMENTAL REVENUE:
                                     -----------------------------------------------------------------------------------------------
Rooms                                   5,127,951      95.7%   5,656,770      95.9%    5,854,757     95.9%    6,059,673     95.9%   
Restaurant Rent                           137,553       2.6%     138,000       2.3%      140,416      2.3%      145,331      2.3%   
Telephone                                  53,670       1.0%      62,224       1.1%       67,156      1.1%       69,506      1.1%   
Rental & Other                             36,898       0.7%      39,597       0.7%       42,735      0.7%       44,231      0.7%   
                                     -----------------------------------------------------------------------------------------------
TOTAL REVENUE                           5,356,072     100.0%   5,896,591     100.0%    6,105,065    100.0%    6,318,742    100.0%   
                                     -----------------------------------------------------------------------------------------------

DEPARTMENTAL EXPENSES:
                                     -----------------------------------------------------------------------------------------------
Rooms                                     771,908      15.1%     848,516      15.0%      878,214     15.0%      908,951     15.0%   
Continental Breakfast                       8,098       5.9%       8,280       6.0%        8,425      6.0%        8,720      6.0%   
Telephone                                  30,536      56.9%      34,223      55.0%       36,936     55.0%       38,228     55.0%   
Rental & Other                             10,033      27.2%      11,087      28.0%       11,966     28.0%       12,385     28.0%   
                                     -----------------------------------------------------------------------------------------------
TOTAL DEPT. EXPENSES                      820,575      35.5%     902,106      15.3%      935,540     15.3%      968,284     15.3%   
                                     -----------------------------------------------------------------------------------------------

DEPARTMENTAL PROFIT:
Rooms                                   4,356,043      85.0%   4,808,254      85.0%    4,976,543     85.0%    5,150,722     85.0%   
Continental Breakfast                     129,455      94.1%     129,720      94.0%      131,991     94.0%      136,611     94.0%   
Telephone                                  23,134      43.1%      28,001      45.0%       30,220     45.0%       31,278     45.0%   
Rental & Other                             26,865      72.8%      28,510      72.0%       30,770     72.0%       31,846     72.0%   
                                     -----------------------------------------------------------------------------------------------
GROSS OPERATING INCOME                  4,535,497      84.7%.  4,994,485      84.7%    5,169,524     84.7%    5,350,458     84.7%   
                                     -----------------------------------------------------------------------------------------------

LESS UNDISTRIBUTED OPERATING EXPENSES:
                                     -----------------------------------------------------------------------------------------------
General and Administration                202,438       3.8%     412,761       7.0%      427,355      7.0%      442,312      7.0%   
Franchise Fee (1)                               0       0.0%           0       0.0%            0      0.0%            0      0.0%   
Marketing                                 194,864       3.6%     294,830       5.0%      305,253      5.0%      315,937      5.0%   
Utilities                                 138,699       2.6%     141,518       2.4%      146,522      2.4%      151,650      2.4%   
Repairs & Maint.                          196,241       3.7%     324,313       5.5%      335,779      5.5%      347,531      5.5%   
                                     -----------------------------------------------------------------------------------------------
TOTAL UNDISTRIBUTED EXPS.                 732,242      18.7%   1,173,422      19.9%    1,214,908     19.9%    1,257,430     19.9%   
                                     -----------------------------------------------------------------------------------------------
                                     -----------------------------------------------------------------------------------------------
HOUSE PROFIT                            3,803,255      71.0%   3,821,063      64.8%    3,954,617     64.8%    4,093,028     64.8%   
                                     -----------------------------------------------------------------------------------------------
LESS FIXED CHARGES:
                                     -----------------------------------------------------------------------------------------------
Management                                267,804       5.0%     277,140       4.7%      286,938      4.7%      296,981      4.7%   
Property Taxes                            213,238       4.0%     234,452       4.0%      246,175      4.0%      258,483      4.0%   
Insurance                                  40,553       0.8%      41,000       0.7%       42,435      0.7%       43,920      0.7%   
Equipment Leases/Rentals                    4,328       0.1%           0       0.0%            0      0.0%            0      0.0%   
                                     -----------------------------------------------------------------------------------------------
TOTAL FIXED CHARGES                       525,923       7.1%     552,592       9.4%      575,548      9.4%      599,384      9.5%   
                                     -----------------------------------------------------------------------------------------------
                                     -----------------------------------------------------------------------------------------------
NET OPERATING INCOME                    3,277,332      61.2%   3,268,471      55.4%    3,379,069     55.3%    3,493,644     55.3%   
                                     -----------------------------------------------------------------------------------------------

LESS CAPITAL EXPENSES:
                                     -----------------------------------------------------------------------------------------------
Reserves for Replacement                        0       0.0%     176,898       3.0%      183,152      3.0%      189,562      3.0%   
                                     -----------------------------------------------------------------------------------------------
                                     -----------------------------------------------------------------------------------------------
NET CASH FLOW                           3,277,332      61.2%   3,091,573      52.4%    3,195,917     52.3%    3,304,082     52.3%   
                                     -----------------------------------------------------------------------------------------------
</TABLE>

                                     
                                     Projected YE           Projected YE
YEAR                                   8/13/01      %         8/13/02       %
- ----                                 -------------------------------------------
Occupancy                                60.0%                  60.0%
Average Daily Rate                     $116.42                $120.49
# Rooms Occupied                        53,874                 53,874
Room-Nights Available                   85,790                 85,790
                                     -------------------------------------------
ADR Growth Rate                          3.50%                  3.50%
                                     -------------------------------------------
DEPARTMENTAL REVENUE:
                                     -------------------------------------------
Rooms                                6,271,762      95.9%   6,491,274      95.9%
Restaurant Rent                        150,418       2.3%     155,682       2.3%
Telephone                               71,939       1.1%      74,457       1.1%
Rental & Other                          45,779       0.7%      47,382       0.7%
                                     -------------------------------------------
TOTAL REVENUE                        6,539,898     100.0%   6,768,794     100.0%
                                     -------------------------------------------

DEPARTMENTAL EXPENSES:
                                     -------------------------------------------
Rooms                                  940,764      15.0%     973,691      15.0%
Continental Breakfast                    9,025       6.0%       9,341       6.0%
Telephone                               39,566      55.0%      40,951      55.0%
Rental & Other                          12,818      28.0%      13,267      28.0%
                                     -------------------------------------------
TOTAL DEPT. EXPENSES                 1,002,174      15.3%   1,037,250      15.3%
                                     -------------------------------------------

DEPARTMENTAL PROFIT:
Rooms                                5,330,998      85.0%   5,517,583      85.0%
Continental Breakfast                  141,393      94.0%     146,341      94.0%
Telephone                               32,372      45.0%      33,506      45.0%
Rental & Other                          32,961      72.0%      34,115      72.0%
                                     -------------------------------------------
GROSS OPERATING INCOME               5,537,724      84.7%.  5,731,544      84.7%
                                     -------------------------------------------

LESS UNDISTRIBUTED OPERATING EXPENSES
                                     -------------------------------------------
General and Administration             457,793       7.0%     473,816       7.0%
Franchise Fee (1)                            0       0.0%           0       0.0%
Marketing                              326,995       5.0%     338,440       5.0%
Utilities                              156,958       2.4%     162,451       2.4%
Repairs & Maint.                       359,694       5.5%     372,284       5.5%
                                     -------------------------------------------
TOTAL UNDISTRIBUTED EXPS.            1,301,440      19.9%   1,346,990      19.9%
                                     -------------------------------------------
                                     -------------------------------------------
HOUSE PROFIT                         4,236,284      64.8%   4,384,554      64.8%
                                     -------------------------------------------
LESS FIXED CHARGES:
                                     -------------------------------------------
Management                             307,375       4.7%     318,133       4.7%
Property Taxes                         271,407       4.0%     280,907       4.0%
Insurance                               45,457       0.7%      47,048       0.7%
Equipment Leases/Rentals                     0       0.0%           0       0.0%
                                     -------------------------------------------
TOTAL FIXED CHARGES                    624,240       9.5%     646,089       9.5%
                                     -------------------------------------------
                                     -------------------------------------------
NET OPERATING INCOME                 3,612,044      55.2%   3,738,466      55.2%
                                     -------------------------------------------

LESS CAPITAL EXPENSES:
                                     -------------------------------------------
Reserves for Replacement               196,197       3.0%     203,064       3.0%
                                     -------------------------------------------
                                     -------------------------------------------
NET CASH FLOW                        3,415,847      52.2%   3,535,402      52.2%
                                     -------------------------------------------
(1) No franchise fees for the Shilo Inn
Source: Arthur Andersen LLP
<PAGE>

                              Projected Cash Flows
                        Shilo Inn - Lincoln City, Oregon

<TABLE>
<CAPTION>
Projected YE          Projected YE          Projected YE         Projected YE         Projected YE         Projected YE      
  8/14/03      %        8/13/04      %        8/13/05      %        8/13/06      %       8/14/07     %        8/13/08      % 
- ------------------------------------------------------------------------------------------------------------------------------
<S>         <C>       <C>         <C>       <C>         <C>       <C>         <C>      <C>         <C>      <C>         <C>   
    60.0%                 60.0%                 60.0%                 60.0%                60.0%                60.0%
  $124.71               $129.07               $133.59               $138.26              $143.10              $148.11
   53,874                53,874                53,874                53,874               53,874               53,874
   89,790                89,790                89,790                89,790               89,790               89,790
- ------------------------------------------------------------------------------------------------------------------------------
    3.50%                 3.50%                 3.50%                 3.50%                3.50%                3.50%
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
6,718,468    95.9%    6,953,615    95.9%    7,196,991    95.9%    7,448,886    95.9%   7,709,597    95.9%   7,979,433    95.9%
  161,131     2.3%      166,771     2.3%      172,608     2.3%      178,649     2.3%     184,902     2.3%     191,373     2.3%
   77,063     1.1%       79,760     1.1%       82,552     1.1%       85,441     1.1%      88,431     1.1%      91,526     1.1%
   49,040     0.7%       50,756     0.7%       52,533     0.7%       54,371     0.7%      56,274     0.7%      58,244     0.7%
- ------------------------------------------------------------------------------------------------------------------------------
7,005,702   100.0%    7,250,902   100.0%    7,504,683   100.0%    7,767,347   100.0%   8,039,204   100.0%   8,320,576   100.0%
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
1,007,770    15.0%    1,043,042    15.0%    1,079,549    15.0%    1,117,333    15.0%   1,156,440    15.0%   1,196,915    15.0%
    9,668     6.0%       10,006     6.0%       10,356     6.0%       10,719     6.0%      11,094     6.0%      11,482     6.0%
   42,384    55.0%       43,868    55.0%       45,403    55.0%       46,992    55.0%      48,637    55.0%      50,339    55.0%
   13,731    28.0%       14,212    28.0%       14,709    28.0%       15,224    28.0%      15,757    28.0%      16,308    28.0%
- ------------------------------------------------------------------------------------------------------------------------------
1,073,554    15.3%    1,111,128    15.3%    1,150,018    15.3%    1,190,268    15.3%   1,231,928    15.3%   1,275,045    15.3%
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
5,710,698    85.0%    5,910,572    85.0%    6,117,442    85.0%    6,331,553    85.0%   6,553,157    85.0%   6,782,518    85.0%
  151,463    94.0%      156,764    94.0%      162,251    94.0%      167,930    94.0%     173,808    94.0%     179,891    94.0%
   34,678    45.0%       35,892    45.0%       37,148    45.0%       38,448    45.0%      39,794    45.0%      41,187    45.0%
   35,309    72.0%       36,545    72.0%       37,824    72.0%       39,147    72.0%      40,518    72.0%      41,936    72.0%
- ------------------------------------------------------------------------------------------------------------------------------
5,932,148    84.7%    6,139,773    84.7%    6,354,666    84.7%    6,577,079    84.7%   6,807,277    84.7%   7,045,531    84.7%
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
  490,399     7.0%      507,563     7.0%      525,328     7.0%      543,714     7.0%     562,744     7.0%     582,440     7.0%
        0     0.0%            0     0.0%            0     0.0%            0     0.0%           0     0.0%           0     0.0%
  350,285     5.0%      362,545     5.0%      375,234     5.0%      388,367     5.0%     401,960     5.0%     416,029     5.0%
  168,137     2.4%      174,022     2.4%      180,112     2.4%      186,416     2.4%     192,941     2.4%     199,694     2.4%
  385,314     5.5%      398,800     5.5%      412,758     5.5%      427,204     5.5%     442,156     5.5%     457,632     5.5%
- ------------------------------------------------------------------------------------------------------------------------------
1,394,135    19.9%    1,442,929    19.9%    1,493,432    19.9%    1,545,702    19.9%   1,599,802    19.9%   1,655,795    19.9%
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
4,538,014    64.8%    4,696,844    64.8%    4,861,234    64.8%    5,031,377    64.8%   5,207,475    64.8%   5,389,737    64.8%
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
  329,268     4.7%      340,792     4.7%      352,720     4.7%      365,065     4.7%     377,843     4.7%     391,067     4.7%
  290,738     4.0%      300,914     4.0%      311,446     4.0%      322,347     4.0%     333,629     4.0%     345,306     4.0%
   48,695     0.7%       50,399     0.7%       52,163     0.7%       53,989     0.7%      55,879     0.7%      57,835     0.7%
        0     0.0%            0     0.0%            0     0.0%            0     0.0%           0     0.0%           0     0.0%
- ------------------------------------------------------------------------------------------------------------------------------
  668,702     9.5%      692,106     9.5%      716,330     9.5%      741,401     9.5%     767,351     9.5%     794,208     9.5%
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
3,869,312    55.2%    4,004,738    55.2%    4,144,904    55.2%    4,289,975    55.2%   4,440,124    55.2%   4,595,529    55.2%
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
  210,171     3.0%      217,527     3.0%      225,140     3.0%      233,020     3.0%     241,176     3.0%     249,617     3.0%
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
3,659,141    52.2%    3,787,211    52.2%    3,919,763    52.2%    4,056,955    52.2%   4,198,948    52.2%   4,345,911    52.2%
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

Reversion Value - The reversion value at the end of the 10th full year of the
holding period is based on the 11th year cash flow capitalized using a terminal
capitalization rate of 11.0%. We have deducted an amount equal to 3.0% of the
total reversion value to represent the costs of sale upon the reversion.

Discounted Cash Flow Method Conclusion

Based on our projections of the subject's yearly cash flows, and the selected
period of 10 years, capitalization rate of 11.0% and discount rate of 13.0%, it
is our opinion that the market value of the subject property on a going-concern
basis via the Income Approach, as of August 14, 1997, is $30,300,000.


- --------------------------------------------------------------------------------
                                      -36-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

                    Income Capitalization Approach Conclusion
                           Discounted Cash Flow Method
                        Shilo Inn - Lincoln City, Oregon
                                 August 14, 1997

Discount Rate:                 13.00%
Terminal Capitalization Rate:  11.00%
Sales Cost:                     3.00%

<TABLE>
<CAPTION>
Fiscal Year (August 14, 1997 
  through August 13, 1998)   -------------------------------------------------------------------------------------------------------
                                 1997         1998         1999         2000         2001         2002         2003         2004    
                             -------------------------------------------------------------------------------------------------------
<S>                          <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>         
Income                       $ 3,091,573  $ 3,195,917  $ 3,304,082  $ 3,415,847  $ 3,535,402  $ 3,659,141  $ 3,787,211  $ 3,919,763 
+ Reversion                                                                                                                         
                                                                                                                                    
Total                        $ 3,091,573  $ 3,195,917  $ 3,304,082  $ 3,415,847  $ 3,535,402  $ 3,659,141  $ 3,787,211  $ 3,919,763 
x Discount Factor                 0.8850       0.7831       0.6931       0.6133       0.5428       0.4803       0.4251       0.3762
                                  ------       ------       ------       ------       ------       ------       ------       ------ 
PV of Cash Flow & Reversion  $ 2,735,905  $ 2,502,872  $ 2,289,894  $ 2,095,003  $ 1,918,874  $ 1,757,553  $ 1,609,794  $ 1,474,458 
                             -------------------------------------------------------------------------------------------------------
</TABLE>


Fiscal Year (August 14, 1997 
  through August 13, 1998)   --------------------------------------
                                  2005         2006         2007
                             --------------------------------------
Income                        $ 4,056,955  $ 4,198,948  $ 4,345,911
+ Reversion                                 38,323,038
                                            ----------
Total                         $ 4,056,955  $42,521,986
x Discount Factor                  0.3329       0.2946
                                   ------       ------  
PV of Cash Flow & Reversion   $ 1,350,499  $12,526,482
                             --------------------------------------

Total Present Value:      $30,261,334

Rounded to:               $30,300,000


Source: Arthur Andersen LLP
<PAGE>

- --------------------------------------------------------------------------------
                      MERRILL LYNCH MORTGAGE CAPITAL, INC.
                            SHILO INN - LINCOLN CITY
                             IMPROVED SALES SUMMARY

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Market Data No.                           Subject                   1                       2                       3         
- ------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                         <C>                      <C>                      <C>            
Sale Date                        
  Date of Sale                            Aug-97                  Aug-96                  Apr-96                  Apr-96      
  Sale Price                                N/A                 $18,750,000             $15,900,000             $10,900,000   
  Financing                                 N/A                    Cash                    Cash                    Cash       
  Cash Equivalent Sale Price                N/A                 $18,750,000             $15,900,000             $10,900,000   
- ------------------------------------------------------------------------------------------------------------------------------

Physical Data                    
  Hotel Name                     Shilo Inn - Lincoln City    Valley River Inn         Roosevelt Hotel          Gateway Hotel  
  City                                 Lincoln City               Eugene                  Seattle                 Seattle     
  State                                   Oregon                  Oregon                Washington              Washington    
  Number of Guest Rooms                     246                     257                     151                     145       
  Year Built                        1968, 1972 and 1995            1973                    1929                    1990       
  Overall Comparability to Subject          N/A                  Inferior                Inferior                Inferior     
- ------------------------------------------------------------------------------------------------------------------------------

Economic Data                    
  ADR at Sale                             $105.00                  $83.83                  $81.90                  $51.50     
  Occupancy at Sale                        60.0%                   70.6%                   72.2%                   82.8%      
  Room Revenue at Sale                  $5,656,770              $5,551,753              $3,259,049              $2,256,828    
  Net Operating Income                  $3,091,574              $1,665,526              $1,379,000              $1,093,000    
  REVPAR at Sale                          $63.00                  $59.18                  $59.13                  $42.64      
- ------------------------------------------------------------------------------------------------------------------------------

Units of Comparison              
  Room Revenue Multiplier (RRM)             N/A                     3.38                    4.88                    4.83      
  Sale Price per Room                       N/A                   $72,957                $105,298                 $75,172     
  Overall Rate                              N/A                    8.9%                    8.7%                    10.0%      
- ------------------------------------------------------------------------------------------------------------------------------

Statistics                                 High                    Mean                     Low
                                           ----                    ----                     ---
  Room Revenue Multiplier (RRM)            4.88                    4.47                    3.38
  Sale Price per Room                    $130,556                 $88,105                 $68,333
  Overall Rate                             10.0%                   9.1%                    8.7%
                                 
Source: Arthur Andersen LLP      
- ------------------------------------------------------------------------------------------------------------------------------


<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Market Data No.                                 4                       5                       6
- ---------------------------------------------------------------------------------------------------------
<S>                                     <C>                     <C>                       <C>       
Sale Date                        
  Date of Sale                                Mar-96                  Mar-96                  Aug-95
  Sale Price                                $11,600,000             $25,327,800             $12,300,000
  Financing                                    Cash                    Cash                    Cash
  Cash Equivalent Sale Price                $11,600,000             $25,327,800             $12,300,000
- ---------------------------------------------------------------------------------------------------------

Physical Data                    
  Hotel Name                            Marriott Courtyard       Park Plaza Suites        Bellevue Hilton
  City                                       Bellevue                 Seattle                Bellevue
  State                                     Washington              Washington              Washington
  Number of Guest Rooms                         152                     194                     180
  Year Built                                   1990                    1991                    1979
  Overall Comparability to Subject           Inferior                Superior                Inferior
- ---------------------------------------------------------------------------------------------------------

Economic Data                    
  ADR at Sale                                   N/A                     N/A                    $60.05
  Occupancy at Sale                             N/A                     N/A                    65.0%
  Room Revenue at Sale                          N/A                     N/A                 $2,564,435
  Net Operating Income                          N/A                     N/A                 $1,107,000
  REVPAR at Sale                                N/A                     N/A                   $39.03
- ---------------------------------------------------------------------------------------------------------

Units of Comparison              
  Room Revenue Multiplier (RRM)                 N/A                     N/A                     4.80
  Sale Price per Room                         $76,316                $130,556                 $68,333
  Overall Rate                                  N/A                     N/A                    9.0%
- ---------------------------------------------------------------------------------------------------------

Statistics                        
                                  
  Room Revenue Multiplier (RRM)   
  Sale Price per Room             
  Overall Rate                    
                                 
Source: Arthur Andersen LLP      
- ---------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                               [GRAPHIC OMITTED]

ARTHUR                                                       Comparable Improved
ANDERSEN                                                               Sales Map
<PAGE>

Because of the unique character of hotels, hotel investors do not typically base
investment decisions on sales prices of comparable properties, but rather on the
property's ability to generate income. The diversity of hotel properties and the
variations in their income-generating abilities make it extremely difficult to
abstract adjustments and derive a value indication via a sale price per room
basis. However, this approach is useful in that it can provide a range of sales
prices to support the value estimates derived by other approaches. In contrast,
room revenue multiplier technique typically reflect investors attitudes toward
future revenues. As such, the ratio of projected revenues to sale price, should
provide a basis for trends in buyer motivation. Therefore, the room revenue
multiplier technique was given the most weight in our analysis

Room Revenue Multiplier (RRM) Technique

The first unit of comparison utilized in this analysis was the room revenue
multiplier technique. The actual room revenue of a property is the ratio of its
sale price, or market value, to a corresponding RRM. The principle advantage of
this unit of comparison is that it reflects a property's ability to generate
income. Therefore, subjective differences between the age, condition,
accessibility, location or physical characteristics of two properties are
reflected in actual room revenues. In addition, investors perceptions about
changing market conditions are typically reflected in higher or lower RRMs. For
example, properties with significant up-side potential typically trade at higher
RRMs while properties in over-built or deteriorating markets typically trade at
lower RRMs.

The comparable sales had a range of RRMs from 3.38 to 4.88 with a mean of 4.47.
No financial data could be obtained from Sales 4 and 5. The RRMs of the
comparable sales were calculated based on actual room revenues at sale. All of
the comparable sales were located in relatively stable markets and investors
indicated that future room revenues were not anticipated to show any atypical
upward or downward swings.

The following table shows the revenue per available room (REVPAR), ADR and the
RRM of the subject and the sales.

                 ------------------------------------------
                  Sale
                   No.         ADR       REVPAR         RRM
                 ------------------------------------------
                    1        $83.83      $59.18        3.38
                    2        $81.90      $59.13        4.88
                    3        $51.50      $42.64        4.83
                    6        $60.05      $39.03        4.80
                 Subject    $105.00      $63.00         N/A
                 ------------------------------------------
  
As shown, the subject has an ADR of $105.00 which above the range of the
comparable hotels. Adjusting for occupancy by using the REVPAR, again the
subject above the range. Sales 1 and 2 have the highest ADR and REVPARs and
indicate RRMs of 3.38 and 4.88, respectively. As previously mentioned, Sales 1
and 2 had good growth potential and were purchased for their income potential.
Based on this sale, the subject is expected to have a higher RRM than these
sales. Therefore, a RRM of 5.2 is considered appropriate for the subject
property. The


- --------------------------------------------------------------------------------
                                      -40-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

following sets forth our estimate of the "as-is" market value of the subject
property on a going-concern basis, via the RRM technique.

                 ------------------------------------------
                           Room Revenue Multiplier
                 ------------------------------------------
                 Room Revenue                    $5,656,770
                 Room Revenue Multiplier          x    5.20
                                                -----------
                 Value Indication               $29,415,204
                 Rounded                        $29,400,000
                 ------------------------------------------

Sale Price Per Room Technique

The second unit of comparison utilized in the analysis was the sale price per
room technique. This technique is applicable when sales of properties with
similar physical characteristics and income generating abilities are available.
However, as previously mentioned, this is seldom the case with hotel properties,
primarily due to their unique design and market orientations.

The sale comparison technique typically requires that sale prices of comparable
properties be adjusted for dissimilar characteristics such as market conditions
(time), size, location, age/quality/condition, average daily rate, occupancy,
etc. However, as discussed previously, the hotel sales we identified vary
considerably from the subject in their physical characteristics and
income-generating abilities. In addition, the subject has older typical guest
rooms which have recently been renovated and new suite rooms. These variances
make it extremely difficult, if not impossible, to abstract and apply reasonable
adjustments to the sales. Based on the wide range of sales prices per room and
property characteristics between the improved sales, we could not abstract and
did not attempt to apply adjustments for dissimilar characteristics, but
considered each sale on its overall comparability to the subject. Considering
that hotel investors rarely place primary reliance on the sales prices of
competing properties in making investment decisions, we believe this
"bracketing" technique is valid and reasonable. Following is a discussion of our
analysis.

The improved sales demonstrate a wide variance in physical and financial
characteristics. As the income generating potential of the comparable sales were
analyzed within the RRM technique, we have concentrated on the location,
condition and physical characteristics of each sale. Although not perfect, the
sales establish a range of possible values for the subject property.

Sales 1, 4 and 5 are all suite properties while Sales 2, 3 and 6 are typical
guest room properties. These two sets of sales will be utilized to value the 185
typical guest rooms and the 61 suite rooms.

61 Suite Rooms

Sales 1, 4 and 5 are all suite room properties and range in sales price per room
from $72,957 to $130,556. Sale 1 is located in Eugene, Oregon and also represent
a resort type hotel; however, is not located along the Oregon Coast. Sale 4 is
located in Bellevue, Washington and is a


- --------------------------------------------------------------------------------
                                      -41-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

Courtyard Inn. This hotel is not a resort hotel and lacks the amenities of the
subject and is not located along the Oregon coast. Sale 4 is located in Seattle,
Washington and is an independent hotel. This hotel is not a resort hotel and
also lacks the amenities of the subject.

Due to the lack of financial data for Sales 4 and 5, no comparison by the RRM,
ADR, REVPAR or expense ratio could be derived. As discussed in the previous
paragraph, the subject is superior to all of the data set due to location and
amenities. Therefore, the following sets forth our estimate of the "as-is"
market value of the subject property on a going-concern basis, via the sale
price per room technique.

                 -----------------------------------------------
                              Sale Price Per Room
                 -----------------------------------------------
                 Sale Price Per Room Estimate           $140,000
                 Number of Subject Rooms (61 Suites)     x    61
                                                      ----------
                 Value Indication                     $8,540,000
                 Rounded                              $8,500,000
                 -----------------------------------------------

185 Guest Rooms

Sales 2, 3 and 6 are typical guest room hotels and range in price per room from
$68,333 to $105,298. Sales 2 and 3 are located in Seattle, Washington with Sale
6 being Bellevue, Washington. All of these hotels cater to the business
clientele and are not resort type properties and lack the location (along the
Oregon coast) and amenities of the subject.

The following table shows the revenue per available room (REVPAR) and the sales
price per room of the subject and the sales.

                ------------------------------------------
                  Sale                             Price
                   No.            REVPAR         Per Room
                ------------------------------------------
                   2             $59.13          $105,298
                   3             $42.64           $75,172
                   6             $39.03           $68,333
                Subject          $63.00             N/A
                ------------------------------------------

As shown, the subject's REVPAR of $63.00 is above the range of the sales. Sale 2
represents the highest of the data set and equates to a price per room of
$105,298. As previously mentioned, the subject is superior to the data set due
to it being a resort hotel with locational and physical amenities. Given the
above analysis, we believe that the value of the subject property should fall in
the range of the sales or around $115,000 per room price. Therefore, the
following sets forth our estimate of the "as-is" market value of the subject
property on a going-concern basis, via the sale price per room technique.


- --------------------------------------------------------------------------------
                                      -42-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

                   ------------------------------------------
                               Sale Price Per Room
                   ------------------------------------------
                   Sale Price Per Room Estimate      $115,000
                   Number of Subject Rooms            x   185
                                                  -----------
                   Value Indication               $21,275,000
                   Rounded                        $21,300,000
                   ------------------------------------------

Conclusion - Sales Comparison Approach

The following sets forth our value estimates via the room revenue multiplier and
sale price per room techniques:

                ------------------------------------------------
                         Sales Comparison Reconciliation
                ------------------------------------------------
                     Rooms Revenue Multiplier        $29,400,000
                ------------------------------------------------
                   Sale Price Pre Room (Suites)       $8,500,000
                ------------------------------------------------
                Sale Price Per Room (Guest Room)     $21,300,000
                ------------------------------------------------
                   Sale Price Per Room (Total)       $29,800,000
                ------------------------------------------------

The indications by both techniques are very supportive of one another. As
previously mentioned, hotels are typically purchased based on their income
producing capabilities and primary emphasis was place on the RRM technique.
Secondary support for this indication is provided by the sale price per room
technique. Therefore, it is our opinion that the "as-is" the market value of the
subject property on a going-concern basis by the Sales Comparison Approach, is
as follows:

                   ------------------------------------------
                                    Shilo Inn
                              1501 N.W. 40th Place
                              Lincoln City, Oregon
                   ------------------------------------------
                                  $29,400,0000
                   ------------------------------------------


- --------------------------------------------------------------------------------
                                      -43-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

                             COST APPROACH TO VALUE

This valuation approach involves the application of five basic steps. First, the
value of the land as if vacant is estimated. Second, the current cost of
replacing the improvements is estimated. Third, an entrepreneurial profit
sufficient to attract a developer to undertake the risk associated with the
project is estimated. Fourth, accrued depreciation is estimated and deducted
from the cost new estimate (inclusive of profit) to arrive at a contributory
value of the improvements. In the final step, the land value is added to the
contributory value of the improvements to arrive at a value indication by the
Cost Approach.

The steps within the Cost Approach are analyzed in the following paragraphs.
This section concludes with a Cost Approach Schedule which indicates our final
value estimate via the Cost Approach to value.

Land Valuation

In estimating the land value of the subject site as if vacant, the Sales
Comparison Approach is used. In this approach, value is estimated by comparing
the subject site to similar properties that have been sold recently or are
currently being offered on the market for sale. The Lincoln County deed records
were searched for recent sales of comparable properties within the subject area.
As previously mentioned, the subject site has frontage along the Pacific Ocean.
Therefore, land sales were utilized which had similar characteristics and ocean
frontage. The principals and/or the brokers handling the sales were then
contacted to obtain further specific information regarding the properties and
transactions. Also, real estate brokers active in the area were contacted to
obtain information on comparable properties currently offered on the market. The
available market data was investigated, analyzed and compared to the subject,
with adjustments being made for dissimilar characteristics. On the following
pages are a summary schedule with an adjustment grid followed by a location map.
Detailed descriptions of the land sales are located in the Addenda.


- --------------------------------------------------------------------------------
                                      -44-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

                                [GRAPHIC OMITTED]


                                                                      Comparable
                                                                  Land Sales Map
<PAGE>

- --------------------------------------------------------------------------------
               Shilo Inn - Lincoln City, Lincoln City, [ILLEGIBLE]
                       LAND SALES AND COMPARATIVE ANALYSIS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Market Data                    SUBJECT                    1                      2                     3           
- -----------                    -------                    -                      -                     -           
<S>                     <C>                    <C>                      <C>                  <C>                   
Location                W side NW 40th Place,  W side Elizabeth Street  N side of S.W. 51st  W side of N. Pacific  
                        south of Highway 101     north of Shilo Inn           Avenue                Highway        
                                                                                                                   
City                        Lincoln City               Newport             Lincoln City             Yachats        
                                                                                                                   
Sale Date                        N/A                   Oct-96                 Jul-96                Jul-95         
                                                                                                                   
Sale Price                       N/A                  $687,500               $920,000             $1,450,000       
                                                                                                                   
Sale Price/Sq.                                                                                                     
 Ft.                             N/A                   $11.96                 $17.45                 $4.06         
                                                                                                                   
Land Area (Sq.                                                                                                     
 Ft.)                          392,040                 57,499                 52,708                357,129        
                                                                                                                   
Shape                    Slightly Irregular          Rectangular             Irregular             Irregular       
                                                                                                                   
Intended Use                    Hotel                   Hotel              Condominiums              Hotel         
                                                                                                                   
Zoning                    R-C, Recreational        C-2, Commercial       R-C, Recreational     R-4, Residential    
                             Commercial                                     Commercial                             
                                                                                                                   
                              COMPARATIVE ANALYSIS
                                                                                                                   
Sale Price/Sq. Ft                                      $11.96                 $17.45                 $4.06         
                                                                                                                   
Market Conditions /Conditions of Sale                    0%                     0%                    0%           
                                                                                                                   
Time-Adjusted Price/Sq. Ft.                            $11.96                 $17.45                 $4.06         
                                                                                                                   
Location                                                 25%                    5%                    50%          
                                                                                                                   
Access/Frontage                                          0%                     10%                   0%           
                                                                                                                   
Utilities                                                0%                     0%                    0%           
                                                                                                                   
Size                                                    -35%                   -35%                   0%           
                                                                                                                   
Zoning/Intended Use                                      0%                     0%                    0%           
                                                                                                                   
Net Adjustments                                         -10%                   -20%                   50%          
                                                                                                                   
Adjusted Price/Sq. Ft.                                 $10.76                 $13.96                 $6.09         

- ---------------------------------------
High                           $13.96
Low                             $6.09
Mean                           $10.27
Median                         $10.76
Indicated Value                $12.00
- ---------------------------------------
</TABLE>

Market Data                                     4          
- -----------                                     -          
                                                           
Location                               W side Highway 101, 
                                      south of Lincoln city
                                                           
City                                      Glendea Beach    
                                                           
Sale Date                                    May-95        
                                                           
Sale Price                                 $1,800,000      
                                                           
Sale Price/Sq.                                             
 Ft.                                          $3.75        
                                                           
Land Area (Sq.                                             
 Ft.)                                        480,467       
                                                           
Shape                                      Rectangular     
                                                           
Intended Use                              Condominiums     
                                                           
Zoning                                  R-1, Residential   
                                                           
                                                           
                                                           
                                                           
Sale Price/Sq. Ft                             $3.75        
                                                           
Market Conditions /Conditions of Sale          0%          
                                                           
Time-Adjusted Price/Sq. Ft.                   $3.75        
                                                           
Location                                       50%         
                                                           
Access/Frontage                                0%          
                                                           
Utilities                                      0%          
                                                           
Size                                           35%          
                                                           
Zoning/Intended Use                            0%          
                                                           
Net Adjustments                                85%         
                                                           
Adjusted Price/Sq. Ft.                        $6.93        
<PAGE>

As indicated, the market data range in date of sale from May 1995 to October
1996, in size from 52,708 to 480,467 square feet and in unadjusted sale price
from $4.06 to $14.35 per square foot. These sales utilized represent the most
comparable sales to the subject site.

In estimating the market value of the subject site, we used the price per square
foot unit of comparison. The land sales were compared to the subject site and
adjusted for such dissimilar characteristics as market conditions/conditions of
sale, location, access/frontage, utilities, size and intended use. Appropriate
adjustments to the sale price per square foot of the comparables can require a
degree of subjectivity. Ideally, a large number of comparables would be
available such that a true matched pair comparison analysis for each factor
could be made and an adjustment extracted. However, this is not always possible.
In the absence of adequate data to perform matched pair analyses, we have relied
upon our market observations and conversations with local market representatives
to apply reasonable and consistent adjustments. Following is a brief description
of the adjustment process and a discussion of the adjustments made.

      Market Conditions/Conditions of Sale - Based on the data collected and
      conversations with area brokers, very few sites are available for
      hotel/motel development. The sales utilized are commercial sales with
      similar zoning and characteristics as the subject site. Considering the
      land sales, there does not appear to have been any significant change in
      the overall value levels within the subject's market over the past several
      years. This conclusion is consistent with the opinion of local real estate
      brokers and appraisers interviewed who stated that market values for hotel
      sites have remained relatively stable in the recent past. The sales used
      in this analysis are considered reflective of current market conditions.
      Consequently, no adjustments were applied. All of the sales were reported
      as being arm's length transactions.

      Location - The location adjustment is made to compensate the data for
      either a superior or inferior locations relative to the subject site. Land
      Sale 1 is located in Newport which is approximately 24 miles south of the
      subject site. This location is inferior to the subject due the lack of
      surrounding commercial development and required an upward adjustment. Sale
      2 is located on S.W. 51st Avenue in Lincoln City. This site is also
      inferior to the subject site due to the lack of surrounding commercial
      development and required a downward adjustment. Sale 3 is located in
      Yachats and also lacks surrounding commercial development and require an
      upward adjustment. Land Sale 4 is located in Glenden Beach approximately
      eight miles south of the subject site and also inferior due to the lack of
      surrounding commercial development. Therefore, this sale required a upward
      adjustment.

      Access/Frontage - The access/frontage adjustment is made to compensate the
      market data for either superior or inferior access/frontage compared with
      the subject site. Comparisons were made between each comparable and the
      subject site for primary access and frontage, as well as corner location.
      We also considered the significance and degree of exposure, traffic counts
      and general activity in estimating the appropriate access/frontage
      adjustments. The following table outlines the basic access/frontage
      characteristics of the subject site and each of the sales.


- --------------------------------------------------------------------------------
                                      -47-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

      --------------------------------------------------------------------------
                                 Type of Lot                Type of Roadway
      --------------------------------------------------------------------------
           Subject                 Interior                     Secondary
      --------------------------------------------------------------------------
           Sale 1                  Interior                     Secondary
      --------------------------------------------------------------------------
           Sale 2                  Interior                     Secondary
      --------------------------------------------------------------------------
           Sale 3                  Interior                     Secondary
      --------------------------------------------------------------------------
           Sale 4                  Interior                     Secondary
      --------------------------------------------------------------------------

      The subject site has good access/frontage characteristics because of its
      location and access to the Pacific Ocean and N.W. 40th Place. All of the
      sales were comparable in having frontage along a secondary thoroughfare
      with Land Sale 2 not having frontage along the Pacific Ocean and required
      an upward adjustment.

      Size - The size of a tract will usually affect its per-unit sale price. An
      inverse relationship typically exists between the size of a property and
      its sale price per square foot. The larger the size of a property, the
      smaller the per-unit price, and vice versa, assuming all other variables
      are constant. The subject site contains 392,040 square feet, while the
      data used in this analysis ranges in size from 52,708 to 480,467 square
      feet. Land Sale 3 is comparable in size to the subject site and did not
      require an adjustment. Land Sales 1 and 2 are considerably smaller than
      the subject site and require downward adjustments. Land Sale 4 is larger
      than the subject site and required an upward adjustment. Our adjustments
      are based on an approximate 20% adjustment for each doubling or halving in
      size relative to the subject site.

      Zoning/Intended Use - The subject site and comparable sales are zoned for
      commercial uses and were purchased by end users for a use that is
      consistent with the subject's highest and best use conclusion. Therefore,
      an adjustment for intended use is not necessary in this case.

As demonstrated on the adjustment grid, the adjusted sale prices of the data
present a range of value from $6.09 to $13.96 per square foot. The mean of the
sales was $10.27 per square foot, and the median was $10.76 per square foot.
Land Sales 3 and 4 were lower end sales which reflected land prices in smaller
communities which do not cater to the tourism trade. Therefore, these sales were
given little weight. Land Sale 2 does not have beach frontage; however, is in
close proximity to the subject. Based on the previous sales, Land Sales 1 and 2
were given the most weight.

Therefore, given the previous analysis and discussion, we have estimated the "as
is" market value of the fee simple interest in the subject site, as of August
14, 1997, at $12.00 per square foot, or $4,700,000, calculated as follows:

                392,040 square feet x $l2.00/Sq. Ft. = $4,704,480
                                            Rounded:   $4,700,000


- --------------------------------------------------------------------------------
                                      -48-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

Replacement Cost New

The next step in the Cost Approach is to estimate the replacement cost new (RCN)
of the improvements. Replacement cost is defined by The Appraisal of Real
Estate, Eleventh Edition, Appraisal Institute, as:

      The estimated cost to construct, at current prices as of the effective
      appraisal date, a building with utility equivalent to the building being
      appraised, using modern materials and current standards, design and
      layout.

We estimated the replacement cost of the subject's improvements based upon the
Marshall Valuation Service calculator cost method. We quantified components of
construction and building services and then applied a unit cost to develop the
replacement cost of each building as of the date of value. After refining for
size and then applying current cost and local area multipliers, a base price per
square foot was obtained. Building plans for the subject property were provided
for the suites property; however, none were available for the older units. These
plans were used to determine appropriate building sizes and site improvements
herein.

Included in the schedules are direct costs and indirect costs, as well as
entrepreneurial profit. Direct costs, or hard costs, are those costs directly
related to the construction of the building. These costs were estimated using
Marshall Valuation Service. Indirect costs, or soft costs, reflect expenses such
as interim interest on construction loans, ad valorem taxes (land only) and
other general and administrative costs associated with the construction period
of the subject improvements. Based on our experience, we have estimated indirect
costs at 15% of direct costs.

We have also included an allowance for entrepreneurial profit. This is essential
for a value indication in the Cost Approach and accounts for a developer's
expectation to receive a return above actual development costs. The Income
Approach estimated a value of $30,500,000, with the Sales Comparison Approach
estimating an overall value of $29,400,000. Both of these indication of values
are around the cost figures utilized, which indicates a profitable development.
Based on the above analysis and other hotel developments, we have generally
found 15% to 25% to be a reliable estimate. Considering the size of the project,
we believe the entrepreneurial profit lies in the middle portion of the range,
or 20%. This entrepreneurial profit also takes into account the land value.

Accrued Depreciation

All types of depreciation of the subject improvements were considered. Accrued
depreciation is defined by The Appraisal of Real Estate Eleventh Edition,
Appraisal Institute, as:

      The difference between the market value of an improvement, as of the date
      of the appraisal, and its reproduction or replacement cost.


- --------------------------------------------------------------------------------
                                      -49-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

Accrued depreciation is divided into three basic categories: physical
deterioration, functional obsolescence and external obsolescence. Each of these
categories considers specific influences of the property and provides a basis
for measuring the impact on a property's value.

Physical Depreciation -

Physical depreciation as a result of age and wear can be divided into curable
and incurable.

Effective age is the age indicated by the condition and utility of a structure.

Physical Depreciation, Incurable: This type of depreciation is defined as
"Physical depreciation which in terms of market conditions as of the date of the
appraisal is not feasible or economically justified to correct." As previously
mentioned, the subject was built in 1968, 1972 and 1995. The subject
improvements are in good condition and have been recently renovated. Therefore,
we estimated the effective age of the subject improvements to be as follows:

                                                                  Effective Age
                                                                  -------------
      Buildings B, C, D, Restaurant and Office                         10 years
      Building A                                                        2 years

Incurable physical depreciation on the improvements was estimated based on the
depreciation tables found in the Marshall Valuation Service publication. The
total life expectancy according to the tables is 45 years which indicate a
depreciation rate of 8% for Buildings B, C, D, Restaurant and office and 1% for
Building A.

Physical Depreciation, Curable: This type of depreciation is defined as
"Physical deterioration which the prudent buyer would anticipate correcting upon
purchase of the property. The cost of effecting the correction or cure would be
no more than the anticipated addition to utility, and hence ultimately to value,
associated with the cure." As previously mentioned, the subject has recently
been renovated. Therefore, the subject has no curable physical depreciation.

Functional Obsolescence -

Functional obsolescence is any loss in value resulting from inappropriate
architectural design, construction, or layout. Based upon our review of provided
building plans and a physical inspection, no functional obsolescence is
expected. The property's design is generally consistent with market demand.

External Obsolescence -

External obsolescence, usually not curable, is a loss resulting from causes
outside property boundaries that are not accounted for in land value. As stated
in the Highest and Best Use section, hotel development is currently financially
feasible in the subject neighborhood and specifically on the subject site. No
external obsolescence was identified for the subject.


- --------------------------------------------------------------------------------
                                      -50-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

Furniture, Fixtures and Equipment (FF&E)

We did not have a list detailing all of the FF&E at the subject property.
Therefore, we used average quantities, costs according to information provided
by Hospitality Valuation Services (HVS). According to HVS, the replacement cost
new for FF&E in a typical guest room in a hotel similar to the subject property
approximates $3,500 per room. The total guest room FF&E value accounts for the
majority of FF&E in the entire hotel. Based on our experience in appraising
hotels similar to the subject property, the other FF&E (lobby, front desk,
administrative offices, pool, maintenance, housekeeping and laundry) is
approximately 30% of the guest room FF&E value.

Based on our physical inspection of the subject property and its FF&E, and as we
were not provided with a list containing the physical description and ages of
the subject's FF&E, we estimate that the subject's FF&E is approximately 10%
depreciated. Therefore, the subject's total FF&E value is estimated as follows:

      Guest Rooms: 246 rooms x $3,500/room =                           $861,000

      All other FF&E (including lobby, front
       desk, administrative offices, pool,
       maintenance, housekeeping and laundry)
       @ 30% of Guest Room FF&E                                        $258,300
                                                                     ----------
      Total Unadjusted FF&E                                          $1,119,300
      Times: Current Multiplier (MVS,
       Section 99, Page 3)                                                 1.03
                                                                     ----------
      Replacement Cost New                                           $1,152,879
      Less: Depreciation @ 10%                                        ($115,288)
                                                                     ----------
      Total FF&E Value                                               $1,037,591
      Rounded:                                                       $1,040,000

Cost Approach Schedule and Value Indication

The following schedule summarizes the Cost Approach and indicates the final
value estimate via the Cost Approach to value.


- --------------------------------------------------------------------------------
                                      -51-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

- --------------------------------------------------------------------------------
                             COST APPROACH SCHEDULE
- --------------------------------------------------------------------------------

Direct Costs
- ------------
  Hotel Buildings
   Building A      54,872 SF @ $120.13                PSF           $6,591,773
   Building B      19,620 SF @  $95.01                PSF           $1,864,096
   Building C      19,440 SF @  $95.01                PSF           $1,846,994
   Building D      25,200 SF @  $95.01                PSF           $2,394,252
   Office           2,232 SF @  $95.01                PSF             $212,062
   Restaurant      16,730 SF @  $95.01                PSF           $1,589,517
   Pool/Spa         3,636 SF @  $95.01                PSF             $345,456
                                                                   -----------
  Total Building Costs                                             $14,844,152

 Site Improvements
  Swimming Pool                                                        $75,000
  Parking Areas                                                       $200,000
  Sidewalks                                                            $75,000
  Driveways                                                            $50,000
  Landscaping                                                          $50,000
                                                                   -----------
 Total Direct Costs                                                $15,294,152

Cost Multipliers
- ----------------
  Western US Multiplier                              1.03
  Portland Local Multiplier                          1.12
                                               ----------
                                                                   $17,643,334

Plus Indirect Costs @ 15%                                           $2,646,500
- -------------------------

 Total Replacement Cost New Before Profit                          $20,289,834

Plus Entrepreneurial Profit @ 20%                                   $4,997,967
- ---------------------------------

Contributory Value of the Improvements                             $25,287,800
- --------------------------------------

Less Accrued Depreciation:
- --------------------------
 Physical Depreciation
  Physical Curable                                     $0
  Physical Incurable (1%)                         $65,918
  Physical Incurable (8%)                      $1,495,682

 Functional Obsolescence
  Curable                                              $0
  Incurable                                            $0
 External Obsolescence                                 $0
                                               ----------
Total Accrued Depreciation                                          $1,561,600
                                                                   -----------

Depreciated Replacement Cost                                       $23,726,201

Depreciated Value of FF&E                                           $1,040,000

Land Value                                                          $4,700,000
                                                                   -----------

Indicated Value Via Cost Approach                                  $29,466,201

                                                  ROUNDED:         $29,500,000
- --------------------------------------------------------------------------------
<PAGE>

                     RECONCILIATION AND FINAL VALUE ESTIMATE

The results of the three approaches to the value of the subject property "As-Is"
are as follows:

               Cost Approach                                 $29,500,000
               Sales Comparison Approach                     $29,400,000
               Income Approach                               $30,500,000

The three approaches to value are utilized whenever possible in order to provide
a check whereby all factors are considered in each approach. Inherent in each
approach is an interpretation of market conditions as they affect the subject
property. If only one approach is used, a factor may be overlooked or
misinterpreted. The quality and the quantity of the data in each approach has
been considered, along with the relevancy of each to the subject.

The Sales Comparison Approach reflects the behavior of buyers and sellers
transferring property. Buyers and sellers of hotels compare properties that have
sold and those that are offered for sale in the marketplace so they pay no more
than the least amount that a prudent seller would accept. This approach relies
heavily on the availability of sale data and the willingness of buyers and/or
sellers to reveal details of the transactions. Six transactions were confirmed
in this instance, with one in Oregon and the remaining sales in Washington.
Sufficient data about these sales was confirmed to accurately reflect pertinent
characteristics demanded by purchasers. Two units of comparison were used in
this instance: room revenue multiplier (RRM) and sale price per room. As the
subject is an income producing property, primary emphasis was placed on the
indication via the RRM technique, with support provided by the sale price per
room technique. When recent sales of comparable properties are available for
analysis, the Sales Comparison Approach is considered reliable. Therefore, the
Sales Comparison Approach was considered a reliable indicator in this instance.

The Income Approach is generally regarded as the most reliable technique for
estimating the value of an income producing property. This approach primarily
emphasizes the economic productivity of the asset. It is based on the premise
that value is created by the expectation of future benefits. We estimated the
value of those benefits to derive an indication of the amount that a prudent,
informed purchaser-investor would pay for the right to receive them as of the
date of value. In this case, only the direct capitalization method was used as
this is the primary method used by purchasers in the market. A stabilized net
operating income was estimated and a market derived capitalization rate was
applied to this indication to derive a market value estimate. As the subject is
an income producing property, primary emphasis was placed on the Income
Approach.

The Cost Approach was used in estimating the value of the improved subject
property by estimating the value of the site as if vacant and adding the
contributory value of the improvements. We consulted the Marshall Valuation
Service to estimate the replacement cost new for the subject improvements. An
allowance for entrepreneurial profit was added. Next, all applicable forms of
depreciation were applied to arrive at a final estimate of value for the subject
improvements via the cost approach.


- --------------------------------------------------------------------------------
                                      -53-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

Based on the reconciliation of the three approaches to value, with primary
weight placed on the Income Approach and support provided by the Sales
Comparison Approach, we estimate that the market value of the subject property
"as-is", on a going-concern basis, as of August 14, 1997, was:

                  THIRTY MILLION FIVE HUNDRED THOUSAND DOLLARS
                                   $30,500,000


- --------------------------------------------------------------------------------
                                      -54-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

                                  CERTIFICATION

We certify that, to the best of our knowledge and belief:

      o     The statements of fact contained in this report are true and
            correct.

      o     The reported analyses, opinions, and conclusions are limited only by
            the accompanying assumptions and limiting conditions and are our
            personal, unbiased professional analyses, opinions, and conclusions.

      o     We have no present or prospective interest in the property that is
            the subject of this report, and we have no personal interest or bias
            with respect to the parties involved.

      o     Our compensation is not contingent upon the reporting of a
            predetermined value or direction in value that favors the cause of
            the client, the amount of the value estimate, the attainment of a
            stipulated result, or the occurrence of a subsequent event;"

      o     Our analyses, opinions, and conclusions were developed, and this
            report has been prepared, in conformity with the Uniform Standards
            of Professional Appraisal Practice.

      o     Darrell J. Kelsoe made a personal inspection of the property that is
            the subject of this report on August 14, 1997.

      o     David H. Trahan did not inspect the property appraised, but has
            reviewed the data and conclusions herein and concurs with the value
            conclusion.

      o     No one provided significant professional assistance to the persons
            signing this report.

      o     We have performed within the context of the competency provision of
            the Uniform Standards of Professional Appraisal Practice.

      o     This report was not based on a requested minimum valuation, a
            specific valuation, or the approval of a loan.

      o     The reported analyses, opinions, and conclusions were developed, and
            this report has been prepared, in conformity with the requirements
            of the Code of Professional Ethics and the Standards of Professional
            Appraisal Practice of the Appraisal Institute.

      o     The use of this report is subject to the requirements of the
            Appraisal Institute relating to review by its duly authorized
            representatives.

      o     As of the date of this report, David H. Trahan have completed the
            requirements of the continuing education program of the Appraisal
            Institute.


/s/ David H. Trahan                                /s/ Darrell J. Kelsoe
- --------------------------------------             -----------------------------
David H. Trahan, MAI                               Darrell J. Kelsoe
Principal, Valuation Services Group                Staff Appraiser, Valuation
                                                   Services Group
                                                   Oregon Temporary Practice
                                                   Registration
                                                   TNR0386


- --------------------------------------------------------------------------------
                                      -55-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

                      STATEMENT OF GENERAL ASSUMPTIONS AND
                               LIMITING CONDITIONS

This appraisal report has been made with the following general assumptions and
limiting conditions.

General

1.    No investigation has been made of, and no responsibility is assumed for,
      the legal description of the property being valued or for legal matters,
      including title or encumbrances. Title to the property is assumed to be
      good and marketable unless otherwise stated. The property is further
      assumed to be free and clear of any or all liens, easements or
      encumbrances unless otherwise stated.

2.    Information furnished by others, upon which all or portions of this report
      are based, is believed to be reliable, but has not been verified in all
      cases. No warranty is given as to the accuracy of such information.

3.    It is assumed that all required licenses, certificates of occupancy,
      consents or other legislative or administrative authority from any local,
      state or national government or private entity or organization have been
      or can be obtained or renewed for any use on which the value estimate
      contained in this report is based.

4.    Full compliance with the applicable federal, state and local zoning, use,
      environmental and similar laws and regulations is assumed, unless
      otherwise stated.

5.    No responsibility is taken for changes in market conditions, and no
      obligation is assumed to revise this report to reflect events or
      conditions which occur subsequent to the date hereof.

6.    The value estimates herein are predicated on the financial structure
      prevailing as of the date of this report.

7.    Responsible ownership and competent property management are assumed.

8.    The allocation, if any, in this report of the total value between
      components of the property applies only to the program of utilization
      stated in this report. The separate values for any components may not be
      applicable for any other purpose and must not be used in conjunction with
      any other appraisal.

9.    Areas and dimensions of the property were obtained from sources believed
      to be reliable. Maps or sketches, if included in this report, are only to
      assist the reader in visualizing the property; and no responsibility is
      assumed for their accuracy. No independent surveys were conducted.

10.   It is assumed that there are no hidden or unapparent conditions of the
      property, subsoil, or structures that render it more or less valuable. No
      responsibility is assumed for such conditions or for arranging for
      engineering studies that may be required to discover them.


- --------------------------------------------------------------------------------
                                      -56-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

11.   No soil analysis or geological studies were ordered or made in conjunction
      with this report, nor was an investigation made of any water, oil, gas,
      coal or other subsurface mineral and use rights or conditions.

12.   Neither Arthur Andersen LLP nor any individual signing or associated with
      this report shall be required by reason of this report to give further
      consultation, provide testimony or appear in court or at other legal
      proceedings unless specified arrangements therefore have been made.

13.   We understand that our appraisal will be used to assist you in determining
      the fair market value for financing purposes as part of a mortgage conduit
      program and may be disclosed to rating agencies and others in connection
      with a planned loan securitization. Neither this report nor any portions
      thereof (including without limitation any conclusions as to value, the
      identity of Arthur Andersen LLP or any individuals signing or associated
      with this report, or the professional associations or organizations with
      which they are affiliated) shall be disseminated to third parties, except
      those mentioned on page i of the report, by any means without the prior
      written consent and approval of Arthur Andersen LLP. Access to the files,
      if requested by the client, will not be unreasonably withheld from Arthur
      Andersen LLP.

14.   The date of analysis on which the conclusion and opinion expressed in this
      report apply is set forth in the letter of transmittal. Our value opinion
      is based on the purchasing power of the United States' dollar as of this
      date.

15.   We are not qualified to investigate or test for the presence of toxic
      materials or substances. Unless otherwise stated in this report, no
      hazardous material, which may or may not be present on or near the
      property, was observed. We have no knowledge of the existence of such
      materials on or in the property; however, we are not qualified to detect
      such substances. The presence of potentially hazardous substances, such as
      asbestos, urea-formaldehyde foam insulation, or industrial wastes, may
      affect the value of the property. The value conclusions herein are
      predicated on the assumption that there is no such material on, in, or
      near the property that would cause a loss in value. No responsibility is
      assumed for any such conditions or for any expertise or engineering
      knowledge required to discover them. The client should retain an expert in
      this field if further information is desired.

16.   We have not attempted to measure the potential impact on value of recent
      enforcement of wetlands legislation. Certain areas of the subject site may
      be dry and developable, while others may contain reclaimable and/or
      non-reclaimable wetland areas. We are not qualified to make such judgments
      and recommend retaining an expert in this field, if desired. Our value
      conclusions are predicated on there being no wetlands impact.

17.   We did not make any observations or interpretations on compliance with the
      Americans With Disabilities Act. We are not experts in this field and are
      not qualified to make such determinations. Our value estimate is
      predicated upon the property owner(s) bearing no costs for compliance.


- --------------------------------------------------------------------------------
                                      -57-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

18.   Arthur Andersen LLP's (Andersen's) maximum liability relating to services
      rendered under this letter (regardless of form of action, whether in
      contract, negligence or otherwise) shall be limited to the charges paid to
      Andersen for the portion of its services or work products giving rise to
      liability. In no event shall Andersen be liable for consequential,
      special, incidental or punitive loss, damage or expense (including without
      limitation, lost profits, opportunity costs, etc.), even if it has been
      advised of their possible existence.


- --------------------------------------------------------------------------------
                                      -58-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

                                     ADDENDA


- --------------------------------------------------------------------------------
                                      -59-
ARTHUR ANDERSEN LLP VALUATION SERVICES GROUP
<PAGE>

                                   LAND SALES
<PAGE>

                                                                            ID #
Land Sale                                                                   4598

- --------------------------------------------------------------------------------
                                 IDENTIFICATION
- --------------------------------------------------------------------------------
Address:       W side of Elizabeth Street, north of Shilo Inn

Location:      W side of Elizabeth Street, north of Shilo Inn

City:          Newport

County
 (Parish):     Lincoln

Metro Area:

State
 (Province):   Oregon (OR)

Confidential:  |_| Yes |X| No

Map/Grid:                     /

Legal:         Tax Lots 10600, 10602, 10603, 10700, 10701, Section 8BC, T11S,
               R11W, W.M.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                TRANSACTION DATA
- --------------------------------------------------------------------------------
Grantor:       Lyle and Glorian Allen

Grantee:       Means, Wright and Wright

Sale Date:     October 1996

Recording
 Data:         MF 323-765

Sale Price:    $687,500     $11.97 /Sq Foot   $521,288 /Acre

Cash Eq.
 Price:(1)     $687,500     $11.97 /Sq Foot   $521,288 /Acre

Terms:         Seller carried a short term note at market rates.

|x| User

|_| Investor (Speculator)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                  PHYSICAL DATA
- --------------------------------------------------------------------------------
Land Area:     57,449   |X| Sq. Feet
                        |_| Acres

               |X| All Available |_| Septic System |_| Water
Utilities:     |_| None          |_| Gas           |_| Sewer
               |_| Water Well    |_| Electric      |_| Phone

Access/
Frontage:      165 feet of frontage along Elizabeth Street
               and 165 feet of Ocean frontage

Zoning:        C-2, Commercial

Intended Use:  Hotel

   Floodplain: |X| Yes |_| No

 Improvements: |_| Yes |X| No

Signalization: |_| Yes |X| No

Adverse
 Easements/
Encroachments: |_| Yes |X| No

Corner Parcel: |_| Yes |X| No

Shape:         Rectangular

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                     REMARKS
- --------------------------------------------------------------------------------
This site is located immediately north of the Shilo Inn in Newport. The terrain
and slope is steep down to the beach and will need stairs for beach access. A 50
unit motel is planned for this site; however, no construction has occurred since
the date of sale.

- --------------------------------------------------------------------------------
(1)   Adjusted for cash equivalency, demolition costs, contributory value of
      improvements or other special situation. See Remarks
<PAGE>

                                                                            ID #
Land Sale                                                                   4599

- --------------------------------------------------------------------------------
                                 IDENTIFICATION
- --------------------------------------------------------------------------------
Address:       N side S.W. 51st Avenue

Location:      N side S.W. 51st Avenue

City:          Lincoln City

County
 (Parish):     Lincoln

Metro Area:

State
 (Province):   Oregon (OR)

Confidential:  |_| Yes |X| No

Map/Grid:                     /

Legal:         Tax Lot 4600, Section 34A8 and Tax Lots 100, 200 and 300, Section
               34BA, T17S, R11W, W.M.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                TRANSACTION DATA
- --------------------------------------------------------------------------------
Grantor:       James and Hershey

Grantee:       Dunn

Sale Date:     July 1996

Recording
 Data:         N/A

Sale Price:    $900,000      $17.08 /Sq Foot    $743,796 /Acre

Cash Eq.
 Price:(1)     $920,000      $17.45 /Sq Foot    $760,325 /Acre

Terms:         Cash to Seller

|X| User
|_| Investor (Speculator)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                  PHYSICAL DATA
- --------------------------------------------------------------------------------
Land Area:     57,708   |X| Sq. Feet
                        |_| Acres

               |X| All Available |_| Septic System |_| Water
Utilities:     |_| None          |_| Gas           |_| Sewer
               |_| Water Well    |_| Electric      |_| Phone

Access/
Frontage:      Unknown frontage along S.W. 51st Avenue

Zoning:        R-C, Recreational Commercial

Intended Use:  Condominiums

Floodplain:    |X| Yes |_| No

Improvements:  |X| Yes |_| No

Signalization: |_| Yes |X| No

Adverse
 Easements/
Encroachments: |_| Yes |X| No

Corner Parcel: |_| Yes |X| No

Shape:         Irregular

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                     REMARKS
- --------------------------------------------------------------------------------
This property is improved with a small house and restaurant which is in average
condition. According to the broker, the site is being sold for the land value
and the improvements will be demolished. An estimated $20,000 was added to the
purchase price for the razing costs. The site does not have beach frontage;
however, is located across from the beach and has good visibility to Siletz Bay.

- --------------------------------------------------------------------------------
(1)   Adjusted for cash equivalency, demolition costs, contributory value of
      improvements or other special situation. See Remarks
<PAGE>

                                                                            ID #
Land Sale                                                                   4600

- --------------------------------------------------------------------------------
                                 IDENTIFICATION
- --------------------------------------------------------------------------------
Address:       1800 N. Pacific Highway

Location:      W side of N. Pacific Highway

City:          Yachats

County
 (Parish):     Lincoln

Metro Area:

State
 (Province):   Oregon (OR)

Confidential:  |_| Yes |X| No

Map/Grid:                     /

Legal:

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                TRANSACTION DATA
- --------------------------------------------------------------------------------
Grantor:       Smajkl and West American Exchange

Grantee:       Sven R. Roslund

Sale Date:     July 1995

Recording
 Data:         N/A

Sale Price:    $1,450,000    $4.06 /Sq Foot     $176,860 /Acre

Cash Eq.
 Price:(1)     $1,450,000    $4.06 /Sq Foot     $176,860 /Acre

Terms:         Cash to Seller

|X| User
|_| Investor (Speculator)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                  PHYSICAL DATA
- --------------------------------------------------------------------------------
Land Area:     357,129  |X| Sq. Feet
                        |_| Acres

               |X| All Available |_| Septic System |_| Water
Utilities:     |_| None          |_| Gas           |_| Sewer
               |_| Water Well    |_| Electric      |_| Phone

Access/
Frontage:      Unknown frontage along N. Pacific Highway and unknown frontage
               along the Pacific Ocean.

Zoning:        R-4, Residential

Intended Use:  Hotel

Floodplain:    |X| Yes |_| No

Improvements:  |_| Yes |X| No

Signalization: |_| Yes |X| No

Adverse
 Easements/
Encroachments: |_| Yes |X| No

Corner Parcel: |_| Yes |X| No

Shape:         Irregular

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                     REMARKS
- --------------------------------------------------------------------------------
This parcel was assembled for the development of a 102 unit hotel. The site has
good view and frontage along the ocean.

- --------------------------------------------------------------------------------
(1)   Adjusted for cash equivalency, demolition costs, contributory value of
      improvements or other special situation. See Remarks
<PAGE>

                                                                            ID #
Land Sale                                                                   4601

- --------------------------------------------------------------------------------
                                 IDENTIFICATION
- --------------------------------------------------------------------------------
Address:       Highway 101 and the Pacific Ocean

Location:      W side of Highway 101 and the Pacific Ocean

City:          Glenden Beach

County
 (Parish):     Lincoln

Metro Area:

State
 (Province):   Oregon (OR)

Confidential:  |_| Yes |X| No

Map/Grid:                     /

Legal:

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                TRANSACTION DATA
- --------------------------------------------------------------------------------
Grantor:       R.H. Hill

Grantee:       Trendwest Resorts

Sale Date:     May 1995

Recording
 Data:         Volume 299, Page 1913

Sale Price:    $1,800,000    $3.75 /Sq Foot     $163,191 /Acre

Cash Eq.
 Price:(1)     $1,800,000    $3.75 /Sq Foot     $163,191 /Acre

Terms:         Cash to Seller

|X| User
|_| Investor (Speculator)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                  PHYSICAL DATA
- --------------------------------------------------------------------------------
Land Area:     480,467  |X| Sq. Feet
                        |_| Acres

               |X| All Available |_| Septic System |_| Water
Utilities:     |_| None          |_| Gas           |_| Sewer
               |_| Water Well    |_| Electric      |_| Phone

Access/
Frontage:      190 feet along Highway 101 and 188 front feet along the Pacific
               Ocean.

Zoning:        R-1, Residential

Intended Use:  Condominiums

Floodplain:    |X| Yes |_| No

Improvements:  |_| Yes |X| No

Signalization: |_| Yes |X| No

Adverse
 Easements/
Encroachments: |_| Yes |X| No

Corner Parcel: |_| Yes |X| No

Shape:         Rectangular

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                     REMARKS
- --------------------------------------------------------------------------------
This is a level, rectangular tract of land with frontage and access to the
Pacific Ocean.

- --------------------------------------------------------------------------------
(1)   Adjusted for cash equivalency, demolition costs, contributory value of
      improvements or other special situation. See Remarks
<PAGE>

                              IMPROVED HOTEL SALES
<PAGE>

Hotel Sale

- --------------------------------------------------------------------------------
                             IMPROVED SALE NUMBER 1
- --------------------------------------------------------------------------------

Property Identification
- -----------------------

Name                                      Valley River Inn

Address/Location:                         1000 Valley River Way

City/County/State:                        Eugene, Lane County, Oregon

Urban    ________
Suburban ________
Airport  ________
Resort   ___X____
Highway  ________

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

Transaction Data
- ----------------

Grantor:                                  Valley River Inn, LP

Grantee:                                  Patriot American Hospitality, Inc.

Date of Sale:                             Aug-96

Sale Price:                               $18,750,000 (Going-concern including
                                          real estate, furniture, fixtures and
                                          equipment)

Sale Price
 Per Room:                                $72,957

Terms:                                    Cash to Seller

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Physical Data
- -------------

Number of Rooms:                          257

Year Built:                               1973

Type Construction:                        Wood Frame with wood siding

Restaurant:                               Yes

Meeting Facilities:                       Meeting Rooms

Other Facilities:                         The property has a swimming pool, a
                                          jacuzzi, excercise room and guest
                                          laundry.

Number of Stories:                        3

Condition:                                Good

Deferred Maintenance:                     None reported

- --------------------------------------------------------------------------------
<PAGE>

Hotel Sale

- --------------------------------------------------------------------------------
                        IMPROVED SALE NUMBER 1 (Cont'd.)
- --------------------------------------------------------------------------------

Operating Data
- --------------

Occupancy:                                      70.6%

Average Daily Room Rate:                       $83.83

RevPAR:                                        $59.18

Net Operating Income:                      $1,665,526

Room Revenue:                              $5,551,753

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

Value Indicators/Ratio Analysis
- -------------------------------

Sale Price Per Room:                          $72,957

Overall Rate:                                   8.88%

Room Multiplier:                                 3.38

Room Revenue Per Unit:                        $21,602

Expense Ratio:                                 30.00%

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

Confirmation:                             Ron Gladney with Valley River Inn
                                          (541) 687-0123

Comments:                                 This property is a resort hotel
                                          located in Eugene, Oregon. The
                                          property recently underwent a
                                          renovation which upgraded the rooms
                                          with coffe makers, new carpet, and
                                          exterior paint. Mr. Gladney did not
                                          know how much was spent on renovations
                                          or the anticipated increase in ADR or
                                          occupancy.

- --------------------------------------------------------------------------------
<PAGE>

Hotel Sale

- --------------------------------------------------------------------------------
                             IMPROVED SALE NUMBER 2
- --------------------------------------------------------------------------------

Property Identification
- -----------------------

Name:                                     Westcoast Roosevelt Hotel

Address/Location:                         1531 7th Avenue

City/County/State:                        Seattle, King County, Washington

Urban    ___X____
Suburban ________
Airport  ________
Resort   ________
Highway  ________

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

Transaction Data
- ----------------

Grantor:                                  West Coast Hotels, Inc.

Grantee:                                  Patriot American Hospitality, Inc.

Date of Sale:                             Apr-96

Sale Price:                               $15,900,000 (Going-concern inducting
                                          real estate, furniture, fixtures and
                                          equipment)

Sale Price Per Room:                      $105,298

Terms:                                    Cash to Seller

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

Physical Data
- -------------

Number of Rooms:                          151

Year Built:                               1929

Type Construction:                        Steel Frame/Stucco Exterior

Restaurant:                               Yes

Meeting Facilities:                       Meeting Room

Other Facilities:                         Indoor Swimming Pool and Fitness
                                          Center

Number of Stories:                        5

Condition:                                Good

Deferred Maintenance:                     None Noted

- --------------------------------------------------------------------------------
<PAGE>

Hotel Sale

- --------------------------------------------------------------------------------
                        IMPROVED SALE NUMBER 2 (Cont'd.)
- --------------------------------------------------------------------------------

Operating Data
- --------------

Occupancy:                                      72.2%

Average Daily Room Rate:                       $81.90

RevPAR:                                        $59.13

Net Operating Income:                      $1,379,000

Room Revenue:                              $3,259,049

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

Value Indicators/Ratio Analysis
- -------------------------------

Sale Price Per Room:                         $105,298

Overall Rate:                                   8.67%

Room Multiplier:                                 4.88

Room Revenue Per Unit:                        $21,583

Expense Ratio:                                 42.31%

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

Confirmation:                             David Cottler with West Coast Hotels
                                          (206) 441-9856

Comments:                                 At the time of sale, this hotel was in
                                          good condition with no deferred
                                          maintenance items. According to Mr.
                                          Cottler, Patriot American Hospitality
                                          did not rebrand the hotel nor
                                          renovated it. He also indicated that
                                          Patriot American Hospitality, Inc.
                                          purchased this property for its income
                                          potential.

- --------------------------------------------------------------------------------
<PAGE>

Hotel Sale

- --------------------------------------------------------------------------------
                             IMPROVED SALE NUMBER 3
- --------------------------------------------------------------------------------

Property Identification
- -----------------------

Name:                  West Coast Gateway Hotel

Address/Location:      18415 International Boulevard

City/County/State:     Seattle, King County, Washington

Urban    ________
Suburban ________
Airport  ___X____
Resort   ________
Highway  ________

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

Transaction Data
- ----------------

Grantor:               West Coast Hotels

Grantee:               Patriot American Hospitality, Inc.

Date of Sale:          4/27/96

Sale Price:            $10,900,000 (Going-concern including real estate,
                       furniture, fixtures and equipment)

Sale Price Per Room:   $75,172

Terms:                 Cash to Seller

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Physical Data
- -------------

Number of Rooms:       145

Year Built:            1990

Type Construction:     Steel Frame/Brick Veneer

Restaurant:            No

Meeting Facilities:    Meeting Room

Other Facilities:      The property has very few amenitites.

Number of Stories:     4

Condition:             Good

Deferred Maintenance:  None

- --------------------------------------------------------------------------------
<PAGE>

Hotel Sale

- --------------------------------------------------------------------------------
                        IMPROVED SALE NUMBER 3 (Cont'd.)
- --------------------------------------------------------------------------------

Operating Data
- --------------

Occupancy:                    82.8%

Average Daily Room Rate:      $51.50

RevPAR:                       $42.64

Net Operating Income:         $1,093,000

Room Revenue:                 $2,256,828

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

Value Indicators/Ratio Analysis
- -------------------------------

Sale Price Per Room:          $75,172

Overall Rate:                 10.03%

Room Multiplier:              4.83

Room Revenue Per Unit:        $15,564

Expense Ratio:                48.43%

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

Confirmation:                 David Cottler with West Coast Hotels (206)
                              441-9856

Comments:                     At the time of sale, this hotel was in good
                              condition with no deferred maintenance items.
                              According to Mr. Cottler, Patriot American
                              Hospitality did not rebrand the hotel nor
                              renovated it. He also indicated that Patriot
                              American Hospitality, Inc. purchased this property
                              for its income potential.

- --------------------------------------------------------------------------------
<PAGE>

Hotel Sale

- --------------------------------------------------------------------------------
                             IMPROVED SALE NUMBER 4
- --------------------------------------------------------------------------------

Property Identification
- -----------------------

Name:                         Marriott Courtyard

Address/Location:             14615 NE 29th Place

City/County/State:            Bellevue, Washington

Urban    ___X____
Suburban ________
Airport  ________
Resort   ________
Highway  ________

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

Transaction Data
- ----------------

Grantor:                      HMH Courtyard Properties

Grantee:                      Hospitality, Inc.

Date of Sale:                 3/27/96

Sale Price:                   $11,600,000 (Going-concern inducting real estate,
                              furniture, fixtures and equipment)

Sale Price Per Room:          $76,315.79

Terms:                        Cash to Seller

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Physical Data
- -------------

Number of Rooms:              152

Year Built:                   1990

Type Construction:            Steel frame/brick veneer

Restaurant:                   Yes

Meeting Facilities:           Four meeting rooms

Other Facilities:             Swimming pool, fitness center and spa

Number of Stories:            2

Condition:                    Good

Deferred Maintenance:         None

- --------------------------------------------------------------------------------
<PAGE>

Hotel Sale

- --------------------------------------------------------------------------------
                        IMPROVED SALE NUMBER 4 (Cont'd.)
- --------------------------------------------------------------------------------

Operating Data
- --------------

Occupancy:                    N/A

Average Daily Room Rate:      N/A

RevPAR:                       N/A

Net Operating Income:         N/A

Room Revenue:                 N/A

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

Value Indicators/Ratio Analysis
- -------------------------------

Sale Price Per Room:          $76,316

Overall Rate:                 N/A

Room Multiplier:              N/A

Room Revenue Per Unit:        N/A

Expense Ratio:                N/A

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

Confirmation:                 Greg Hubert with Courtyard (425) 869-5300

Comments:                     This is an all-suite Courtyard Inn in good
                              condition at the the time of sale. No financial
                              information was divulged by Mr. Hubert or any
                              other parties. The majority of the clientele is
                              the corporate or business traveler.

- --------------------------------------------------------------------------------
<PAGE>

Hotel Sale

- --------------------------------------------------------------------------------
                             IMPROVED SALE NUMBER 5
- --------------------------------------------------------------------------------

Property Identification
- -----------------------

Name:                         Park Plaza Suites

Address/Location:             1011 Pike Street

City/County/State:            Seattle, King County, Washington

Urban    ___X____
Suburban ________
Airport  ________
Resort   ________
Highway  ________

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

Transaction Data
- ----------------

Grantor:                      Park Plaza Suites, Ltd.

Grantee:                      Patriot American Hospitality

Date of Sale:                 3/15/96

Sale Price:                   $25,327,800 (Going-concern including real estate,
                              furniture, fixtures and equipment)

Sale Price Per Room:          $130,555.67

Terms:                        Cash to Seller

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Physical Data:
- --------------

Number of Rooms:              194

Year Built:                   1991

Type Construction:            Steel frame/brick exterior

Restaurant:                   Yes

Meeting Facilities:           Three meeting rooms

Other Facilities:             Indoor pool, exercise room, spa and lounge.

Number of Stories:            8

Condition:                    Good

Deferred Maintenance:         None

- --------------------------------------------------------------------------------
<PAGE>

Hotel Sale

- --------------------------------------------------------------------------------
                        IMPROVED SALE NUMBER 5 (Cont'd.)
- --------------------------------------------------------------------------------

Operating Data:
- ---------------

Occupancy:                    N/A

Average Daily Room Rate:      N/A

Net Operating Income:         N/A

Room Revenue:                 N/A

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

Value Indicators/Ratio Analysis
- -------------------------------

Sale Price Per Room:          $130,556

Overall Rate:                 N/A

Room Multiplier:              N/A

Room Revenue Per Unit:        N/A

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

Confirmation:                 David Cottler with West Coast Hotels (206)
                              441-9856

Comments:                     This is the sale of an all suite property located
                              in Seattle. The property was in good condition at
                              the time of sale. Mr. Cottler with West Coast
                              Hotel managed the property prior to the time of
                              sale and could not divulge any information on the
                              operating statements.

- --------------------------------------------------------------------------------
<PAGE>

Hotel Sale

- --------------------------------------------------------------------------------
                             IMPROVED SALE NUMBER 6
- --------------------------------------------------------------------------------

Property Identification
- -----------------------

Name:                         Bellevue Hilton

Address/Location:             100 112th Avenue

City/County/State:            Bellevue, Washington

Urban    ___X____
Suburban ________
Airport  ________
Resort   ________
Highway  ________

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

Transaction Data
- ----------------

Grantor:                      Chrisbell Hospitality

Grantee:                      Equistar Bellevue Co., LLC

Date of Sale:                 8/3/95

Sale Price:                   $12,300,000 (Going-concern including real estate,
                              furniture, fixtures and equipment)

Sale Price Per Room:          $68,333.33

Terms:                        Cash to Seller

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Physical Data:
- --------------

Number of Rooms:              180

Year Built:                   1979

Type Construction:            Steel frame/brick exterior

Restaurant:                   Yes

Meeting Facilities:           Four meeting rooms

Other Facilities:             Indoor pool, exercise room, spa and lounge.

Number of Stories:            6

Condition:                    Good

Deferred Maintenance:         None

- --------------------------------------------------------------------------------
<PAGE>

Hotel Sale

- --------------------------------------------------------------------------------
                        IMPROVED SALE NUMBER 6 (Cont'd.)
- --------------------------------------------------------------------------------

Operating Data:
- ---------------

Occupancy:                    65.0%

Average Daily Room Rate:      $60.05

RevPar:                       $39.03

Net Operating Income:         $1,107,000

Room Revenue:                 $2,564,435

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

Value Indicators/Ratio Analysis
- -------------------------------

Sale Price Per Room:

Overall Rate:                 9.00%

Room Multiplier:              4.80

Room Revenue Per Unit:        $14,247

Expense Ratio:                43.17%

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

Confirmation:                 James Ratovich and Associates, Inc.

Comments:                     This property is located near Interstate Highway
                              405 and Main Street in Bellevue. The property is
                              well located and caters to the business travel

- --------------------------------------------------------------------------------
<PAGE>

                 STATE OF OREGON TEMPORARY PRACTICE REGISTRATION
<PAGE>

================================================================================
                                                                 STATE OF OREGON
                                      DEPARTMENT OF CONSUMER & BUSINESS SERVICES
                                     APPRAISER CERTIFICATION AND LICENSURE BOARD
                                                 350 WINTER STREET N.E., Room 21
                                                             SALEM, OREGON 97310

[SEAL][ILLEGIBLE]

                         TEMPORARY PRACTICE REGISTRATION

                                                                 NUMBER: TNR0386
                                                                         -------

                                Darrell J. Kelsoe
                        711 Louisiana Street, Suite 1300
                                Houston, TX 77002

            POSSESSES A CURRENT AND VALID CERTIFICATE IN THE STATE OF

                                      Texas
                                  TX-1324469-G

              HAS COMPLIED WITH THE REQUIREMENTS OF CHAPTER 674 AND
              CHAPTER 161 OF THE OREGON APPRAISER CERTIFICATION AND
               LICENSURE BOARD ADMINISTRATIVE RULES TO QUALIFY TO
              RECEIVE A TEMPORARY PRACTICE PERMIT TO OPERATE IN THE
                      STATE OF OREGON IN THE CAPACITY OF A

                        STATE CERTIFIED GENERAL APPRAISER
                        ---------------------------------

                TO PERFORM THE FOLLOWING ASSIGNMENT FOR A PERIOD
                                  ENCOMPASSING:

                         THE ENTIRE APPRAISAL ASSIGNMENT

             YOU ARE AUTHORIZED TO APPRAISE THE FOLLOWING PROPERTIES
            WITHIN THE SCOPE OF A STATE CERTIFIED GENERAL APPRAISER,
                           IN THE STATE OF OREGON FOR:

                             CLIENT: Merrill Lynch,
                             ----------------------

                             Shilo Inn & Restaurant
                             ----------------------
                               1501 NW 40th Place
                                Lincoln City, OR

                     EFFECTIVE THIS 20th DAY OF August, 1997


                                 /s/ [ILLEGIBLE]
- --------------------------------------------------------------------------------
      BY: ADMINISTRATOR OREGON APPRAISER CERTIFICATION AND LICENSURE BOARD
================================================================================
<PAGE>

                                 INSURABLE VALUE
<PAGE>

                           InsurableValue Calculation

- --------------------------------------------------------------------------------
PROPERTY NAME                                       Shilo Inn / Lincoln City
- --------------------------------------------------------------------------------
Address I:                                           1501 N.W. 40th Place     
- --------------------------------------------------------------------------------
Address II:                                            Lincoln City, Oregon
- --------------------------------------------------------------------------------
Customer Tracking No.:                                                        
- --------------------------------------------------------------------------------
                                                                              
- --------------------------------------------------------------------------------
BASE COST (including Development Profit) (1)                                  
 Main Structure                                                        $119.87
 Sprinkler                                                               $0.58
 Other                                                                     N/A
 Apply Adjustments and/or Multipliers                                   1.1536
                                                                   -----------
TOTAL BASE COST PER SQUARE FOOT (2)                                    $138.95
Multiply Building Area Square Footage                                  141,730
                                                                   -----------
- --------------------------------------------------------------------------------
  TOTAL REPLACEMENT COST NEW                                       $19,693,542
- --------------------------------------------------------------------------------
                                                                              
- --------------------------------------------------------------------------------
INCLUSIONS                                                                    
                                              Per S.F.  Percent               
                                              -----------------
 Demolition                                      $2.92     2.1%       $413,564
                                              -----------------
                                                                              
- --------------------------------------------------------------------------------
  TOTAL INCLUSIONS                                                    $413,564
- --------------------------------------------------------------------------------
                                                                              
- --------------------------------------------------------------------------------
EXCLUSIONS                                                                    
                                              -----------------
                                              Per S.F.  Percent               
                                              -----------------
 Foundations                                     $4.17     3.0%       $590,806
                                              -----------------
 Site Work                                       $1.39     1.0%       $196,935
                                              -----------------
 Site Improvements                               $2.78     2.0%       $393,871
                                              -----------------
 Architecht's Fees                               $8.75     6.3%     $1,240,693
                                              -----------------
 Underground Piping                              $1.39     1.0%       $196,935
                                              -----------------    -----------
                                                                              
- --------------------------------------------------------------------------------
  TOTAL EXCLUSIONS                                                  $2,619,241
- --------------------------------------------------------------------------------
                                                                              
- --------------------------------------------------------------------------------
CONCLUDED INSURABLE VALUE                                                     
 Total Replacement Cost New                                        $19,693,542
 Less Total Exclusions                                             ($2,619,241)
 Add Total Inclusions                                                 $413,564
                                                                   -----------
                                                                              
- --------------------------------------------------------------------------------
  CONCLUDED INSURABLE VALUE                                        $17,487,866
- --------------------------------------------------------------------------------

(1)   Based on a reconciliation between the Marshall Valuation Service and the
      actual construction costs.

(2)   Includes soft costs and blended rate for all buildings.
<PAGE>

                               SUBJECT PHOTOGRAPHS
<PAGE>

                                [GRAPHIC OMITTED]

                             Salishan Lodge (SCG 1)

                                [GRAPHIC OMITTED]

                           Inn at Spanish Head (SCG 2)


ARTHUR                                                     Subject's Competitive
ANDERSEN                                                       Group Photographs
<PAGE>

                                [GRAPHIC OMITTED]

                            Shilo Inn Newport (SCG 3)

                               PHOTO NOT AVAILABLE

                            Shilo Inn Seaside (SCG 4)


ARTHUR                                                     Subject's Competitive
ANDERSEN                                                       Group Photographs
<PAGE>

                                [GRAPHIC OMITTED]

                 Street scene of N.W. 40th Place (looking north)

                                [GRAPHIC OMITTED]

                          Interior view of typical room


ARTHUR                                                                   Subject
ANDERSEN                                                             Photographs
<PAGE>

                                [GRAPHIC OMITTED]

                              View of parking area

                                [GRAPHIC OMITTED]

                               View of building A


ARTHUR                                                                   Subject
ANDERSEN                                                             Photographs
<PAGE>

                                [GRAPHIC OMITTED]

                               View of building B

                                [GRAPHIC OMITTED]

                               View of building C


ARTHUR                                                                   Subject
ANDERSEN                                                             Photographs
<PAGE>

                                [GRAPHIC OMITTED]

                               View of building D

                                [GRAPHIC OMITTED]

                     View of office and restaurant building


ARTHUR                                                                   Subject
ANDERSEN                                                             Photographs
<PAGE>

                                [GRAPHIC OMITTED]

                             View of restaurant area

                                [GRAPHIC OMITTED]

                               View of lounge area


ARTHUR                                                                   Subject
ANDERSEN                                                             Photographs
<PAGE>

                                [GRAPHIC OMITTED]

                              View of kitchen area

                                [GRAPHIC OMITTED]

                                View of pool area


ARTHUR                                                                   Subject
ANDERSEN                                                             Photographs
<PAGE>

                                [GRAPHIC OMITTED]

                                View of spa area

                                [GRAPHIC OMITTED]

                         View of administrative offices


ARTHUR                                                                   Subject
ANDERSEN                                                             Photographs
<PAGE>

                                [GRAPHIC OMITTED]

                              View of exercise area

                                [GRAPHIC OMITTED]

                               View of lobby area


ARTHUR                                                                   Subject
ANDERSEN                                                             Photographs
<PAGE>

                                [GRAPHIC OMITTED]

                              View of meeting room

                                [GRAPHIC OMITTED]

                          Interior view of typical room


ARTHUR                                                                   Subject
ANDERSEN                                                             Photographs
<PAGE>

                           LOAN COMMITTEE PRESENTATION
<PAGE>

================================================================================
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
=======================================================================================================================
                                                      Appraisal
=======================================================================================================================
<S>                  <C>                                        <C>                                <C>                   
- -----------------------------------------------------------------------------------------------------------------------
     Appraisal Firm: Arthur Andersen. - Houston                      Final Value: $30,500,000     Value Date: 08/14/97
- -----------------------------------------------------------------------------------------------------------------------
     Appraiser Name: Darrell J. Kelsoe and David H. Trahan, MAI  Appraiser Phone #: (713) 237-2885
- -----------------------------------------------------------------------------------------------------------------------
        Reviewed By: Will Heishman                                   Review Date: Input
- -----------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------
                                                   Income Approach
- -----------------------------------------------------------------------------------------------------------------------
             Direct Capitalization                                  Discounted Cash Flow
- -----------------------------------------------------------------------------------------------------------------------
Capitalization Rate: 10.00%                                     Terminal Cap Rate: 11.00%
- -----------------------------------------------------------------------------------------------------------------------
                NOI: $3,091,574                                    Discount Rate: 13.00%
- -----------------------------------------------------------------------------------------------------------------------
   Direct Cap Value: $30,900,000                              DCF Approach Value: $30,300,000
- -----------------------------------------------------------------------------------------------------------------------
                 Reconciled Income Approach Value: $30,500,000
- -----------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------
                                                    Other Methods
- -----------------------------------------------------------------------------------------------------------------------
               Cost Approach                                       Sale Comparison Approach
- -----------------------------------------------------------------------------------------------------------------------
               Land: $4,700,000                                            Value: $29,400,000
- -----------------------------------------------------------------------------------------------------------------------
       Improvements: $24,800,000
- -----------------------------------------------------------------------------------------------------------------------
              Value: $29,500,000
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
                                    Comments
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
SALES COMPARABLES

                   Un-Adjusted    Adjusted    Cap
Property Name      Sales/Room   Sales/Room   Rate
- -------------      -----------  ----------   ----
Valley River Inn    $72,957                  8.88%
Roosevelt Hotel    $105,298                  8.67%
Gateway Hotel       $75,172                 10.03%
Marriott Courtyard  $76,316                   N/A
Park Plaza Suites  $130,556                   N/A
Bellevue Hilton     $68,333                 9.00%

- --------------------------------------------------------------------------------
RENT COMPARABLES

                     Average             Average
Property Name            ADR           Occupancy
- -------------            ---           ---------

Lodge                    N/A                 N/A
Inn at Spanish Head      N/A                 N/A
Shilo Inn - Newport  $100.34             $53.00%
Shilo Inn - Seaside  $129.37             $58.00%

- --------------------------------------------------------------------------------
              Comments
================================================================================

- --------------------------------------------------------------------------------
================================================================================


                                     Page 1
<PAGE>

================================================================================
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                              RENTAL COMPARABLE #1
- --------------------------------------------------------------------------------

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


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

- ------------------------------------------------------
        Property Name: Salishan Lodge
- ------------------------------------------------------
     Property Address: 1501 NW 40th Place
                       Gleneden Beach, OR
- ------------------------------------------------------

- ------------------------------------------------------
    Gross Square Feet: N/A
- ------------------------------------------------------

- ------------------------------------------------------
Distance from Subject: 8 miles
- ------------------------------------------------------
Comparison to Subject: Superior
- ------------------------------------------------------
                  Age: 32 years
- ------------------------------------------------------

- ------------------------------------------------------
      Number of Rooms: 201
- ------------------------------------------------------

- --------------------------------------------------------------------------------
Major Tenants          Square Feet        Rent Rent/sf           Net or Gross
- --------------------------------------------------------------------------------
Room Rates range from $89.00 to $169.00 in the winter to $139.00 to $2l9.00 in
summer.

         Asking Rents:
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
             Comments: Several attempts were made to verify the ADR and
- ---------------------- occupancy; however, they would not divulge the
                       information.
                      ----------------------------------------------------------

- --------------------------------------------------------------------------------
Source of Information: Salishan Lodge (541) 764-3600
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
================================================================================


                                     Page 2
<PAGE>

================================================================================
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                              RENTAL COMPARABLE #2
- --------------------------------------------------------------------------------

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


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

- ------------------------------------------------------
        Property Name: Inn at Spanish Head
- ------------------------------------------------------
     Property Address: 4009 SW Highway 101
                       Lincoln City, OR
- ------------------------------------------------------

- ------------------------------------------------------
    Gross Square Feet: N/A
- ------------------------------------------------------

- ------------------------------------------------------
Distance from Subject: 6 miles
- ------------------------------------------------------
Comparison to Subject: Comparable
- ------------------------------------------------------
                  Age: 29 years
- ------------------------------------------------------

- ------------------------------------------------------
      Number of Rooms: 119
- ------------------------------------------------------

- --------------------------------------------------------------------------------
Major Tenants          Square Feet        Rent Rent/sf           Net or Gross
- --------------------------------------------------------------------------------
Room rates range from $119.00 to $189.00 in the winter to $129.00 to $209.00 in
summer.

         Asking Rents:
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
             Comments: Several attempts were made to verify the ADR and
- ---------------------- occupancy; however, they would not divulge the
                       information.
                      ----------------------------------------------------------

- --------------------------------------------------------------------------------
Source of Information: Inn at Spanish Head (541) 996-2161
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
================================================================================


                                     Page 3
<PAGE>

================================================================================
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                              RENTAL COMPARABLE #3
- --------------------------------------------------------------------------------

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


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

- ------------------------------------------------------
        Property Name: Shilo Inn - Newport
- ------------------------------------------------------
     Property Address: 536 SW Elizabeth Street
                       Newport, OR
- ------------------------------------------------------

- ------------------------------------------------------
    Gross Square Feet: N/A
- ------------------------------------------------------

- ------------------------------------------------------
Distance from Subject: Approximately 25 miles
- ------------------------------------------------------
Comparison to Subject: Slightly superior
- ------------------------------------------------------
                  Age: 8 years
- ------------------------------------------------------

- ------------------------------------------------------
      Number of Rooms: 179
- ------------------------------------------------------

- --------------------------------------------------------------------------------
Major Tenants          Square Feet        Rent Rent/sf           Net or Gross
- --------------------------------------------------------------------------------
Room Rates range from $99.00 to $179.00 in the winter and summer.

         Asking Rents:
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
             Comments: 
- ---------------------- 
                       
                      ----------------------------------------------------------

- --------------------------------------------------------------------------------
Source of Information: Mr. Damien Ranger Shilo Inn Hotels (503) 641-6565
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
================================================================================


                                     Page 4
<PAGE>

================================================================================
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                              RENTAL COMPARABLE #4
- --------------------------------------------------------------------------------

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


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

- ------------------------------------------------------
        Property Name: Shilo Inn - Seaside
- ------------------------------------------------------
     Property Address: 30 N. Prom
                       Seaside, OR
- ------------------------------------------------------

- ------------------------------------------------------
    Gross Square Feet: N/A
- ------------------------------------------------------

- ------------------------------------------------------
Distance from Subject: Approximately 80 miles
- ------------------------------------------------------
Comparison to Subject: Inferior
- ------------------------------------------------------
                  Age: 12 years
- ------------------------------------------------------

- ------------------------------------------------------
      Number of Rooms: 113
- ------------------------------------------------------

- --------------------------------------------------------------------------------
Major Tenants          Square Feet        Rent Rent/sf           Net or Gross
- --------------------------------------------------------------------------------
Room Rates range from $62.00 to $128.00 in the winter and from $135.00 to
$230.00 in the summer.

         Asking Rents:
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
             Comments: 
- ---------------------- 
                       
                      ----------------------------------------------------------

- --------------------------------------------------------------------------------
Source of Information: Mr. Damien Ranger Shilo Inn Hotels (503) 641-6565
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
================================================================================


                                     Page 5
<PAGE>

================================================================================
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                               SALES COMPARABLE #1
- --------------------------------------------------------------------------------

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


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

- ------------------------------------------------------
        Property Name: Valley River Inn
- ------------------------------------------------------
     Property Address: 1000 Valley River Way
- ------------------------------------------------------
                       Eugene, OR
- ------------------------------------------------------

- ------------------------------------------------------
    Gross Square Feet: N/A
- ------------------------------------------------------

- ------------------------------------------------------
Distance from Subject: Approximately 80 miles
- ------------------------------------------------------
Comparison to Subject: Inferior
- ------------------------------------------------------
                  Age: 24 years
- ------------------------------------------------------

- ------------------------------------------------------
      Number of Rooms: 257
- ------------------------------------------------------

- ------------------------------------------------------
          Sales Price: $18,750,000
- ------------------------------------------------------
           Sales Date: 8/1/96
- ------------------------------------------------------
 Net Operating Income: $1,665,526
- ------------------------------------------------------

- ------------------------------------------------------
     Sales Price/Room: $72,957.20
- ------------------------------------------------------
  Capitalization Rate: 8.88%
- ------------------------------------------------------
    Gross Income Mult: 3.38
- ------------------------------------------------------

- ------------------------------------------------------
     Seller Financing: No
- ------------------------------------------------------

- --------------------------------------------------------------------------------
             Comments: 
- ---------------------- 
                       
                      ----------------------------------------------------------

- --------------------------------------------------------------------------------
Source of Information: Ron Gladney with Valley River Inn (541) 687-0123
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
================================================================================


                                     Page 6
<PAGE>

================================================================================
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                               SALES COMPARABLE #2
- --------------------------------------------------------------------------------

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


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

- ------------------------------------------------------
        Property Name: Westcoast Roosevelt Hotel
- ------------------------------------------------------
     Property Address: 1531 7th Avenue
- ------------------------------------------------------
                       Seattle, WA
- ------------------------------------------------------

- ------------------------------------------------------
    Gross Square Feet: N/A
- ------------------------------------------------------

- ------------------------------------------------------
Distance from Subject: 100+ miles
- ------------------------------------------------------
Comparison to Subject: Inferior
- ------------------------------------------------------
                  Age: 68 years
- ------------------------------------------------------

- ------------------------------------------------------
      Number of Rooms: 151
- ------------------------------------------------------

- ------------------------------------------------------
          Sales Price: $15,900,000
- ------------------------------------------------------
           Sales Date: 4/1/96
- ------------------------------------------------------
 Net Operating Income: $1,379,000
- ------------------------------------------------------

- ------------------------------------------------------
     Sales Price/Room: $105,298.01
- ------------------------------------------------------
  Capitalization Rate: 8.67%
- ------------------------------------------------------
    Gross Income Mult: 4.88
- ------------------------------------------------------

- ------------------------------------------------------
     Seller Financing: No
- ------------------------------------------------------

- --------------------------------------------------------------------------------
             Comments: 
- ---------------------- 
                       
                      ----------------------------------------------------------

- --------------------------------------------------------------------------------
Source of Information: David Cottler with Westcoast Hotels (206) 441-9856
- --------------------------------------------------------------------------------
================================================================================


                                     Page 7
<PAGE>

================================================================================
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                               SALES COMPARABLE #3
- --------------------------------------------------------------------------------

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


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

- ------------------------------------------------------
        Property Name: Westcoasts Gateway Hotel
- ------------------------------------------------------
     Property Address: 18415 International Boulevard
                       Seattle, WA
- ------------------------------------------------------

- ------------------------------------------------------
    Gross Square Feet: N/A
- ------------------------------------------------------

- ------------------------------------------------------
Distance from Subject: 100+ miles
- ------------------------------------------------------
Comparison to Subject: Inferior
- ------------------------------------------------------
                  Age: 7 years
- ------------------------------------------------------

- ------------------------------------------------------
      Number of Rooms: 145
- ------------------------------------------------------

- ------------------------------------------------------
          Sales Price: $10,900,000
- ------------------------------------------------------
           Sales Date: 4/27/96
- ------------------------------------------------------
 Net Operating Income: $1,093,000
- ------------------------------------------------------

- ------------------------------------------------------
     Sales Price/Room: $75,172.41
- ------------------------------------------------------
  Capitalization Rate: 10.03%
- ------------------------------------------------------
    Gross Income Mult: 4.83
- ------------------------------------------------------

- ------------------------------------------------------
     Seller Financing: No
- ------------------------------------------------------

- --------------------------------------------------------------------------------
             Comments: 
- ---------------------- 
                       
                      ----------------------------------------------------------

- --------------------------------------------------------------------------------
Source of Information: David Cottler with Westcoast Hotels
                      (206) 441-9856
- --------------------------------------------------------------------------------
================================================================================


                                     Page 8
<PAGE>

================================================================================
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                               SALES COMPARABLE #4
- --------------------------------------------------------------------------------

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


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

- ------------------------------------------------------
        Property Name: Marriott Courtyard
- ------------------------------------------------------
     Property Address: 14615 NE 29th Place
                       Bellevue WA
- ------------------------------------------------------

- ------------------------------------------------------
    Gross Square Feet: N/A
- ------------------------------------------------------

- ------------------------------------------------------
Distance from Subject: 100+ miles
- ------------------------------------------------------
Comparison to Subject: Inferior
- ------------------------------------------------------
                  Age: 7 years
- ------------------------------------------------------

- ------------------------------------------------------
      Number of Rooms: 152
- ------------------------------------------------------

- ------------------------------------------------------
          Sales Price: $11,600,000
- ------------------------------------------------------
           Sales Date: 3/27/96
- ------------------------------------------------------
 Net Operating Income: N/A
- ------------------------------------------------------

- ------------------------------------------------------
     Sales Price/Room: $76,315.79
- ------------------------------------------------------
  Capitalization Rate: 0.00%
- ------------------------------------------------------
    Gross Income Mult: N/A
- ------------------------------------------------------

- ------------------------------------------------------
     Seller Financing: No
- ------------------------------------------------------

- --------------------------------------------------------------------------------
             Comments: Several attempts were made to verify the ADR and
- ---------------------- occupancy; however, they would not divulge the
                       information.
                      ----------------------------------------------------------

- --------------------------------------------------------------------------------
Source of Information: Greg Hubert with Courtyard (425) 869-5300
- --------------------------------------------------------------------------------
================================================================================


                                     Page 9
<PAGE>

================================================================================
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                               SALES COMPARABLE #5
- --------------------------------------------------------------------------------

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


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

- ------------------------------------------------------
        Property Name:  Park Plaza Suites
- ------------------------------------------------------
     Property Address:  1011 Pike Street
                        Seattle, WA
- ------------------------------------------------------

- ------------------------------------------------------
    Gross Square Feet:  N/A
- ------------------------------------------------------

- ------------------------------------------------------
Distance from Subject: 100+ miles
- ------------------------------------------------------
Comparison to Subject: Superior
- ------------------------------------------------------
                  Age: 6 years
- ------------------------------------------------------

- ------------------------------------------------------
      Number of Rooms: 194
- ------------------------------------------------------

- ------------------------------------------------------
          Sales Price: $25,327,800
- ------------------------------------------------------
           Sales Date: 3/15/96
- ------------------------------------------------------
 Net Operating Income: N/A
- ------------------------------------------------------

- ------------------------------------------------------
     Sales Price/Room: $130,555.67
- ------------------------------------------------------
  Capitalization Rate: 0.00%
- ------------------------------------------------------
    Gross Income Mult: N/A
- ------------------------------------------------------

- ------------------------------------------------------
     Seller Financing: No
- ------------------------------------------------------

- --------------------------------------------------------------------------------
             Comments: Several attempts were made to verify the ADR and
- ---------------------- occupancy; however, they would not divulge the
                       information.
                      ----------------------------------------------------------

- --------------------------------------------------------------------------------
Source of Information: David Cottler with Westcoast Hotels (206) 441-9856
- --------------------------------------------------------------------------------
================================================================================


                                     Page 10
<PAGE>

================================================================================
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                               SALES COMPARABLE #6
- --------------------------------------------------------------------------------

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


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

- ------------------------------------------------------
        Property Name: Bellevue Hilton
- ------------------------------------------------------
     Property Address: 100 112th Avenue
                       Bellevue, WA
- ------------------------------------------------------

- ------------------------------------------------------
    Gross Square Feet: N/A
- ------------------------------------------------------

- ------------------------------------------------------
Distance from Subject: 100+ miles
- ------------------------------------------------------
Comparison to Subject: Inferior
- ------------------------------------------------------
                  Age: 34914
- ------------------------------------------------------

- ------------------------------------------------------
      Number of Rooms: 180
- ------------------------------------------------------

- ------------------------------------------------------
          Sales Price: $12,300,000
- ------------------------------------------------------
           Sales Date: 8/3/95
- ------------------------------------------------------
 Net Operating Income: $1,107,000
- ------------------------------------------------------

- ------------------------------------------------------
     Sales Price/Room: $68,333.33
- ------------------------------------------------------
  Capitalization Rate: 9.00%
- ------------------------------------------------------
    Gross Income Mult: 4.80
- ------------------------------------------------------

- ------------------------------------------------------
     Seller Financing: No
- ------------------------------------------------------

- --------------------------------------------------------------------------------
             Comments: 
- ---------------------- 
                       
                      ----------------------------------------------------------

- --------------------------------------------------------------------------------
Source of Information: James Ratovich and Associates
- --------------------------------------------------------------------------------
================================================================================


                                     Page 11
<PAGE>

================================================================================
================================================================================

- --------------------------------------------------------------------------------
                          Rental Comps Adjustment Grid
- --------------------------------------------------------------------------------

An adjustment grid is not applicable for hotel properties.

- --------------------------------------------------------------------------------
                                    Comments
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
                           Sale Comps Adjustment Grid
- --------------------------------------------------------------------------------

See pages 39 thru 42 for discussion of the Sales Comparison Approach.

- --------------------------------------------------------------------------------
                                    Comments
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
================================================================================


                                     Page 12



                               An Appraisal Report



                                       Of


                               The Bi - Lo Center
                    A 51,844 SF Neigborhood shopping center
                       835 New Smithville Road/Highway 56
                     McMinnville, Warren County, Tennessee



                            Effective Date Of Report
                                October 21, 1997



                                Specifically For
                              Mr. Lawrence Miller
                         Debt and Equity Markets Group
                      Merrill Lynch Mortgage Capital, Inc.
                               WFC - North Tower
                               250 Vessey Street
                         New York, New York 10281-1326



                                       By
                       Huber & Lamb Appraisal Group, Inc.
                         109 Westpark Drive, Suite 320
                        Brentwood, Tennessee 37027-5032
<PAGE>

HUBER & LAMB APPRAISAL GROUP, INC.
109 Westpark Drive, Suite 320                                Murray W. Huber, RM
Brentwood, Tennessee  37027
Phone 615/371-8575                                           James E. Lamb, MAI
Fax 615/370-1216

December 1, 1997

Mr. Lawrence Miller
Debt and Equity Markets Group
Merrill Lynch Mortgage Capital, Inc.
WFC - North Tower
250 Vessey Street
New York, New York 10281-1326

RE:   An Appraisal Assignment of Bi - Lo Center
      A 51,844 SF Neigborhood shopping center Building
      835 New Smithville Road/Highway 56
      McMinnville, Warren County, Tennessee

Dear Mr. Miller:

At your request and authorization, we have appraised the above-referenced
property for the purpose of estimating its current market value as of October
21, 1997, assuming an individual property sale. In addition, you have requested
the estimated value of the subject assuming it is part of a 18 property
portfolio sale. The property rights being appraised are the leased fee interest
in the subject property. It is our understanding that the report will be used to
assist in real estate mortgage finance underwriting of the subject property.

Assuming Single Asset Property Sale

Based on the inspection of the property and the investigations and analyses
undertaken, we have formed the opinion that, as of October 21, 1997 and subject
to the Assumptions and Limiting Conditions set forth in the attached report, the
market value of the leased fee interest in the subject property is:

                   Four Million Four Hundred Thousand Dollars
                                  ($4,400,000)

Assuming Portfolio Sale

Based on the inspection of the property and the investigations and analyses
undertaken, we have formed the opinion that, as of October 21, 1997 and subject
to the Assumptions and Limiting Conditions set forth in the attached report, the
market value of the leased fee interest in the subject property, assuming the
property is sold as part of the 18 property portfolio described herein, is:

                   Four Million Eight Hundred Thousand Dollars
                                  ($4,800,000)

Marketing Period: The marketing period is estimated to be 12 months, assuming
the subject is placed on the market at the final value estimate conclusion
above.
<PAGE>

Mr. Lawrence Miller
November 25, 1997
Page 2


Marketing Period: The marketing period is estimated to be 12 months, assuming
the subject is placed on the market at the final value estimate conclusion
above.

Three approaches to value were utilized in the valuation process for the subject
development. These included the cost approach, the sales comparison approach and
the income capitalization approach.

The narrative appraisal report that follows contains the identification of the
property, the assumptions and limiting conditions, pertinent facts about the
area and the subject property, comparable data, the results of the
investigations and analyses, and the reasoning leading to the conclusions
contained herein. Our analysis, opinions, and conclusions were developed, and
this report has been prepared in accordance with the Uniform Standards of
Professional Appraisal Practice published by the Appraisal Foundation and the
Code of Professional Ethics and the Standards of Professional Practice of the
Appraisal Institute.

As requested by the client, the following statements relate to the permitted use
of the subject appraisal report.

o     The report may be relied upon by Merrill Lynch Mortgage Capital Inc. in
      determining whether to make a loan evidenced by a note (the "Property
      Note") secured by the Property.

o     The report may be relied upon by any purchaser in determining whether to
      purchase the Property Note for this transaction from Merrill Lynch
      Mortgage Capital Inc.

o     The report may be relied upon by any Rating Agency in rating securities
      issued by Merrill Lynch Mortgage Capital Inc. and representing an interest
      in the Mortgage Note.

o     The report may be included with and referred to in materials offering the
      Property Note or an interest in the Property Note for sale.

The uses previously described are considered to be consistent with the client's
intended uses of the report. However, no other entity other than the previously
described entities may rely upon this appraisal report without prior written
consent from the appraiser.
<PAGE>

Mr. Lawrence Miller
November 25, 1995
Page 3


We appreciate the opportunity to be of service to you. Should you have any
questions concerning this appraisal, please do not hesitate to contact this
office. For further information, your attention is directed to the following
report.

Respectfully submitted,
HUBER & LAMB APPRAISAL GROUP, INC


/s/ James E. Lamb                                /s/ Craig A. Johnson

James E. Lamb, MAI                               Craig A. Johnson
State Certified Real Estate Appraiser            Associate Appraiser
Licensee #CG-557                                 State Certified General 
                                                 Real Estate Appraiser
                                                 Licensee #CG-1200
<PAGE>

                                                               TABLE OF CONTENTS
================================================================================

Summary of Important Facts and Conclusions .................................   1
The Appraisal Assignment ...................................................   3
  Identification of Subject Property .......................................   3
  Purpose & Use of The Appraisal Report ....................................   3
  Property Rights Being Appraised ..........................................   3
  Significant Dates of Appraisal Assignment ................................   3
  Scope of the Appraisal ...................................................   4
  Subject Property Sales History ...........................................   4
Definition of Terms ........................................................   5
Assumptions and Limiting Conditions ........................................   9
Warren County Area Analysis ................................................  12
  City/County Map ..........................................................  18
  Regional Map .............................................................  19
Shopping Center Market Analysis ............................................  20
Neighborhood Analysis ......................................................  25
  Neighborhood Map .........................................................  28
Site Analysis ..............................................................  29
  Plot Plan ................................................................  31
  Plat Map .................................................................  32
  Flood Plain Map ..........................................................  33
Description of Improvements ................................................  34
  Plot Plan ................................................................  38
Photographs of Subject Property ............................................  39
Subject Property Zoning ....................................................  42
  Zoning Map ...............................................................  44
Highest and Best Use .......................................................  45
Real Estate Tax Analysis ...................................................  49
Appraisal Procedure ........................................................  51
Land Valuation .............................................................  53
  Land Sales ...............................................................  55
    Comparable Land Sales Map ..............................................  58
  Land Valuation Summary ...................................................  59
Cost Approach ..............................................................  65
  Subject's Marshall Valuation Cost Data ...................................  66
  Analysis of Depreciation .................................................  68
  Cost Approach Summary ....................................................  72
Sales Comparison Approach ..................................................  73
  Comparable Improved Sales Data ...........................................  75
    Comparable Improved Sales Map ..........................................  86
  Sales Comparison Approach Analysis .......................................  87
    Sales Comparison Approach Reconciliation ...............................  91
Income Capitalization Approach .............................................  92

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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                               Page 1
<PAGE>

                                                      Table of Contents, cont'd.
================================================================================

  Comparable Improved Rental Data .........................................   94
    Comparable Improved Rental Map ........................................  104
  Potential Gross Income Analysis .........................................  105
  Expense Analysis ........................................................  109
  Stabilized Operating Statement ..........................................  112
  Direct Capitalization Rate Analysis .....................................  113
    Subject's Potential Mortgage Terms Analysis ...........................  114
    Debt Coverage Ratio Analysis: A Test of Reasonableness ................  115
  Discounted Cash Flow Analysis ...........................................  116
    Discounted Cash Flow Summary ..........................................  126
  Income Capitalization Approach Reconciliation ...........................  129
Certification of Value ....................................................  130
Introduction to Segregated Market Value Estimates .........................  132
Appraisal of the Bi-Lo Center (Single Tenant) .............................  133
  Comparable Bi-Lo Center Sales Data ......................................  136
  Sales Comparison Approach ...............................................  146
  Income Capitalization Approach ..........................................  150
  Correlation and Final Estimate Value ....................................  155
  Appraisal of the Bi-Lo Center Excluding the Bi-Lo .......................  158
    Cost Approach .........................................................  160
    Sales Comparison Approach .............................................  162
    Income Capitalization Approach ........................................  166
    Correlation and Final Estimate Value ..................................  174
Certification of Values ...................................................  177
Portfolio Sale Market Value Estimates .....................................  180
Certification of Value - Portfolio Sale ...................................  186
Summary of Qualifications .................................................  188
Addenda ...................................................................  192

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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                               Page 2
<PAGE>

                                                      SUMMARY OF IMPORTANT FACTS
                                                                   & CONCLUSIONS
================================================================================

Valuation Conclusion:
 Single Asset Sale
  As Is Value Estimate:                   $4,400,000
   Cost Approach:                         $4,100,000
   Sales Comparison Approach:             $4,400,000
   Income Capitalization Approach:        $4,440,000

  Interest Appraised:                     leased fee

  Value Estimate's Implied Units of Comparison:
   Value/SF:                              $84.87/SF
   GIM:                                   9.24x
   Overall Rate:                          10.09%

As Is Portfolio Sale Value                $4,800,000
Estimate:

  Special Limiting Condition: The portfolio sale value estimate specifically
assumes the subject property is part of the 18 property portfolio defined
herein.

  Estimated Marketing Period:             12 months, assuming the subject is
                                          placed on the market at the final
                                          value estimate conclusion above.

Significant Appraisal Dates:
  Date of Appraisal Report:               November 25, 1997
  Effective Date Of Appraisal:            October 21, 1997
  Date of Inspection:                     October 21, 1997

Location:                                 
  Physical Location:                      Northeast corner of North Chancery
                                          Street and New Smithville Road/Highway
                                          56.
  City:                                   McMinnville
  County:                                 Warren
  State:                                  Tennessee

Legal Description:
  Tax Map/Parcel:                         059K- D -041.00

Property Description:
  Land Area:                              5.110
   Acres:                                 222,583
   Square Feet:                           C-2 General Commercial District

  Improvements:                           
   Property Type:                         Neigborhood shopping center


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                               Page 1
<PAGE>

                               Summary of Important Facts & Conclusions, cont'd.
================================================================================

   Tenancy:                               Multi-tenant
   Size (Gross Building Area)             51,844 SF
   Size (Net Rentable Area)               51,844 SF
   Year Built:                            1984; 1995 addition
   Physical Occupancy at Completion       100%

Highest and Best Use:
 As Vacant:                               Hold for investment and/or development
                                          as an office or retail services use.

 As Improved:                             Continued use as a shopping center on
                                          a multi-tenant basis.

Estimated Income Operating Data:
 Gross Potential Income:                  $532,160
 Stabilized Vacancy:                      5% of local shop space only
 Net Operating Income:                    $443,747


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                               Page 2
<PAGE>

                                                        THE APPRAISAL ASSIGNMENT
================================================================================

Identification of Subject Property

Property Name:                          BiLo Center
Property Type:                          Community shopping center
General Location:                       Northeast corner of North Chancery
                                        Street and New Smithville Road/Highway
                                        56
City:                                   McMinnville
County:                                 Warren
State:                                  Tennessee
Tax Map/Parcel:                         059K - D - 041.00
Metes & Bounds Description:             See Addenda

Purpose & Use Of The Appraisal Report

Purpose of Report:                      Estimate the "as is" market value of
                                        subject property. The reader is referred
                                        to the Definition of Terms section of
                                        the report for the definition of market
                                        value as utilized in this analysis.

Client's Intended Use of Report:        Assist in real estate mortgage finance
                                        underwriting of the subject property.

Property Rights Being Appraised

      The property rights being appraised are the leased fee interest in the
subject property. The reader is referred to the Definition of Terms section of
the report for the definition of leased fee as utilized in this analysis.

Significant Dates of Appraisal

      The subject property is being appraised as of the effective date presented
below. The appraised property is subject to the market influences and economic
conditions that existed on that date. The Date of the Report represents the
approximate date the appraisal report was performed and/or completed.

Date of Appraisal Report:               November 20, 1997
Effective Date Of Appraisal:            October 17, 1997
Date of Inspection:                     October 17, 1997

Scope Of The Appraisal

      In preparing this appraisal report, the appraisers have completed several
steps to assemble the data and form the opinions presented in this written
report.

      1.    Considered the complexity of the property and the appraisal
            assignment in the context of the purpose and intended use of the
            appraisal report.

      2.    Analyzed the McMinnville economy and the subject neighborhood to
            determine the market conditions that effect the subject's market
            value.

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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                               Page 3
<PAGE>

                                               The Appraisal Assignment, cont'd.
================================================================================

      3.    Inspected the subject property and surrounding neighborhood.

      4.    Gathered physical and/or factual data on the subject recorded data,
            physical characteristics of the site and improvements, and legal
            restrictions imposed by the municipal government.

      5.    Analyzed the data gathered and determined their affects on market
            value in conjunction with the highest and best use of the real
            estate as if vacant and as improved.

      6.    Considered the appropriateness of the three traditional appraisal
            approaches to value including the cost approach, sales comparison
            approach and the income capitalization approach.

      7.    The application and process of each valuation approach are detailed
            in their respective report sections; however, the appraisers have
            thoroughly researched market data in each approach and have
            presented the most pertinent data and the reasoning and opinions
            leading to the conclusion of market value via each approach to
            value.

      8.    Reconciled the analysis and value indications by the three
            approaches to value into a final market value conclusion.

Subject Property Sales History

      The following summarizes the most recent sales transaction and prior sales
history of the subject property:

Current Owner of Record:           R & M Centers, Ltd.

Most Recent Transaction Data:
    Transaction Date:              November 7, 1986
    Grantor:                       JKH Investments, Joint Venture
    Consideration:                 $2,330,000
    Deed Book/Page:                246 / 882
    Comparison to
    Concluded Value:               The 1986 transaction is beyond the mandatory
                                   three year period for a review. Since the
                                   current transaction amount is undisclosed, it
                                   would be difficult to compare values on an
                                   unknown.

Current Contracts:                 The subject property is under contract for
                                   sale at an undisclosed price.

Current Listing:                   Not listed for sale

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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                               Page 4
<PAGE>

                                                             DEFINITION OF TERMS
================================================================================

1.    Market Value - The most probable price which a property should bring in a
      competitive and open market under all conditions requisite to a fair sale,
      the buyer and seller, each acting prudently and knowledgeably and assuming
      the price is not affected by undue stimulus. Implicit in this definition
      is the consummation of a sale as of a specified date and the passing of
      title from seller to buyer under conditions whereby:

      1.    Buyer and seller are typically motivated;

      2.    Both parties are well informed or well advised, and acting in what
            they consider their own best interests;

      3.    A reasonable time is allowed for exposure in the open market;

      4.    Payment is made in terms of cash in U.S. dollars or in terms of
            financial arrangements comparable thereto; and

      5.    The price represents the normal consideration for the property sold
            unaffected by special or creative financing or sales concessions
            granted by anyone associated with the sale.

            Sources:    1.    Comptroller of the Currency; 12 CFR Part 34
                              Section 34.42(f) of Federal Regulations.

                        2.    FDIC Final Rule on Title XI of the Financial
                              Institutions Reform, Recovery, and Enforcement Act
                              of 1989 (FIRREA), effective September 19, 1990, as
                              defined in 12 CFR Part 323.4.a.10.

2.    Highest and Best Use - That reasonable and probable use that will support
      the highest present value, as defined, as of the effective date of the
      appraisal. Alternatively, that use, from among reasonably probable and
      legal alternative uses, found to be physically possible, appropriately
      supported, financially feasible, and which results in the highest land
      value.

3.    Market Rent - The rental income that a property would most probably
      command on the open market; indicated by current rents paid and asked for
      comparable space as of the date of appraisal.

4.    Market Price - The amount actually paid, or to be paid for a property in a
      particular transaction. This differs from market value in that it is an
      accomplished or historic fact, whereas market value is and remains an
      estimate until proven. Market price involves no assumption of prudent
      conduct by the parties, of absence of undue stimulus or of any other
      condition basic to the market value concept.

5.    Appreciation - Increase in value due to increase in cost to reproduce,
      value over the cost, or value at some specified earlier point in time,
      brought about by greater demand, improved economic conditions, increasing
      price levels, reversal

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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                               Page 5
<PAGE>

                                                   Definitions of Terms, cont'd.
================================================================================

      of depreciating environmental trends, improved transportation facilities,
      direction of community or area growth, or other factors.

6.    Depreciation - A loss of utility and hence value from any cause. An effect
      caused by deterioration and/or obsolescence.

7.    Investment Value - The value of an investment to a particular investor,
      based on his or her investment requirements; as distinguished from market
      value, which is impersonal and detached.

8.    Functional Obsolescence - Impairment of functional capacity or efficiency.
      Functional obsolescence reflects the loss in value brought about by such
      factors as overcapacity, inadequacy, and changes in the art, that affect
      the property item itself or its relation with other items comprising a
      larger property. The inability of a structure to perform adequately the
      function for which it is currently employed.

9.    External Obsolescence - Impairment of desirability or useful life arising
      from factors external to the property, such as economic forces or
      environmental changes which affect supply-demand relationships in the
      market. Loss in the use and value of a property arising from the factors
      of external obsolescence is to be distinguished from loss in value from
      physical deterioration and functional obsolescence, both of which are
      inherent in the property. Also referred to as locational or economic
      obsolescence.

10.   Fee Simple Estate - Absolute ownership unencumbered by any other interest
      or estate; subject only to the limitations of eminent domain, escheat,
      police power, and taxation.

11.   Leased Fee Estate - An ownership interest held by a landlord with the
      right of use and occupancy conveyed by lease to others; usually consists
      of the right to receive rent and the right to repossession at the
      termination of the lease.

12.   Leasehold Estate - The right to use and occupy real estate for a stated
      term and under certain conditions; conveyed by a lease.

13.   Present Value - The current monetary value. It is the today's cash lump
      sum which represents the current value of the right to collect future
      payments. It is the discounted value of aggregate future payments.

14.   Gross Sales Proceeds - The total amount of invoiced sales, before
      deducting returns, allowances, etc. over the forecasted sellout period.

15.   Forecasting - Predicting a future happening or condition based on past
      trends and the perceptions of market participants, tempered with
      analytical judgment concerning the continuation of these trends and the
      realization of these perceptions in the future.

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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                               Page 6
<PAGE>

                                                   Definitions of Terms, cont'd.
================================================================================

16.   Overall Capitalization Rate - An income rate for a total property that
      reflects the relationship between a single year's net operating income
      expectancy or an annual average of several years' income expectancies and
      total price or value; used to convert net operating income into an
      indication of overall property value.

17.   Discount Rate - A rate of return on capital used to convert future
      payments or receipts into present value.

18.   Internal Rate of Return - The annualized rate of return on capital that is
      generated or capable of being generated within an investment or portfolio
      over the period of ownership; similar to the equity yield rate; often used
      to measure profitability after income taxes, i.e., the after-tax equity
      yield rate; the rate of discount that makes the net present value of an
      investment equal to zero; discounts all returns from an investment,
      including returns from its termination, to equal the original investment.

19.   Retail Value - The term "retail" refers to the aggregate sum of all the
      individual unit values as of the date of the appraisal. Generally applied
      to residential lot sales or condominium developments.

      Source of Definitions: The American Institute of Real Estate Appraisers,
      The Dictionary of Real Estate Appraisal; American Institute of Real Estate
      Appraisers and Society of Real Estate Appraisers, Real Estate Terminology,
      Ed. Byrl N Boyce (Cambridge, MA: Ballinger Publishing Company, 1981); or
      standard industry definitions.

Supplemental Definitions

1.    Market Value "As Is" on Appraisal Date: An estimate of the market value of
      a property in the condition observed upon inspection and as it physically
      and legally exists without hypothetical conditions, assumptions, or
      qualifications as of the date the appraisal is prepared.

2.    Prospective Value Upon Completion of Construction: The Value presented
      assumes all proposed construction, conversion, rehabilitation is
      hypothetically completed, or under other specified hypothetical
      conditions, as of the future date when such construction completion is
      projected to occur. If anticipated market conditions indicate that
      stabilized occupancy is not likely as of the date of completion, this
      estimate shall reflect the market value of the property in its then
      "as-is" leased state (future cash flows must reflect additional lease-up
      costs, including tenant improvements and leasing commissions, for all
      areas not pre-leased). For properties where individual units are to be
      sold over a period of time, this value should represent that point in time
      when all construction and development costs have been expended for that
      phase, or those phases, under valuation.

3.    Prospective Value Upon Achieving Stabilized Occupancy: The value presented
      assumes the property has attained the optimum level of long-term
      occupancy, which an income-producing real estate project is expected to
      achieve under

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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                               Page 7
<PAGE>

                                                   Definitions of Terms, cont'd.
================================================================================

      competent management after exposure for leasing in the open market for a
      reasonable period of time at terms and conditions comparable to
      competitive offerings. The date of stabilization must be estimated and
      stated within the report.

4.    Proposed Tract Development: Means a project of five units or more that is
      constructed, or is to be constructed, as a single development. A tract
      development may be units in a subdivision, condominium project, timeshare
      project, or any similar project meant to be sold as individual units over
      a period of time.

5.    Fair Value - The cash price that might reasonably be anticipated in a
      current sale under all conditions requisite to a fair sale, A "fair sale"
      means that buyer and seller are each acting prudently, knowledgeably, and
      under no necessity to buy or sell. Current sale" means that the property
      is exposed to the open market for a reasonable time considering the
      property type and local market conditions. When a current sale is
      unlikely, i.e., when it is unlikely that the sale can be completed within
      12 months, the appraiser should discount to present value any and all cash
      flows which might be generated by the property to obtain the estimate of
      fair value. These cash flows include, but are not limited to, those
      arising from ownership, development, operation, and sale of the property.
      The discount applied should reflect the appraiser's judgement of what a
      prudent, knowledgeable purchaser under no necessity to buy would be
      willing to pay to purchase the property in a current sale. Whenever the
      appraiser believes that more than one year is necessary for a fair sale of
      the property, the appraiser shall state and justify the estimated holding
      period, cash flows and the discount rate applied.

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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                               Page 8
<PAGE>

                                             ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

      Standard Rule 2-2g of the Code of Professional Ethics and Standards of
Professional Conduct of the Appraisal Institute requires the appraiser to
clearly and accurately set forth all facts, assumptions and conditions that
affect the analysis, opinions and conclusions upon which the appraisal is based.
In compliance therewith, and to assist the reader in interpreting this report,
such assumptions and limiting conditions are set forth as follows:

1.    Title is assumed to be marketable and free and clear of all liens and
      encumbrances, easements, and restrictions except those specifically
      discussed in the report. The property is appraised assuming it to be under
      responsible ownership and competent management and available for its
      highest and best use.

2.    No opinion is intended to be expressed for legal matters or that would
      require specialized investigation or knowledge beyond that ordinarily
      employed by real estate appraisers, notwithstanding the fact that such
      matters may be discussed in the report.

3.    The date of value to which the opinions expressed in this report apply is
      set forth in the letter of transmittal. The appraiser assumes no
      responsibility for economic or physical factors occurring at some later
      date which may affect the opinion herein stated.

4.    The valuation is reported in dollars of currency prevailing on the date of
      appraisal.

5.    Maps, plats, and exhibits included herein are for illustration only as an
      aid in visualizing matters discussed within the report. They should not be
      considered as surveys or relied upon for any other purpose.

6.    All information and comments pertaining to this and other properties
      included in the report represent the personal opinion of the appraiser,
      formed after examination and study of the subject and other properties.
      While it is believed the information, estimates and analyses are correct,
      the appraiser does not guarantee them and assumes no liability for errors
      in fact, analysis or judgement.

7.    Neither all nor any part of the contents of this report (especially any
      conclusions as to value, the identity of the appraiser or the firm with
      which he is connected, or any reference to the Appraisal Institute or the
      MAI or RM designation) shall be disseminated to the public through
      advertising media, public relations media, news media, sales media or any
      other public means of communication without prior written consent and
      approval of the undersigned.

8.    The appraiser is not required to give testimony or to appear in court by
      reason of this appraisal, unless prior arrangements have been made.

9.    The distribution of the total valuation in this report between land and
      improvements applies only under the existing program of utilization. The
      separate valuations for land and buildings must not be used in conjunction
      with any other appraisal and are invalid if so used.

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(C) 1997 Huber & Lamb Appraisal Group, Inc.                               Page 9
<PAGE>

                                    Assumptions and Limiting Conditions, cont'd.
================================================================================

10.   Certain information concerning market and operating data was obtained from
      others. This information is verified and checked, where possible, and is
      used in this appraisal only if it is believed to be accurate and correct.
      However, such information is not guaranteed.

11.   Real Estate Values are influenced by a large number of external factors.
      The data contained herein is all of the data we consider necessary to
      support the value estimate. We have not knowingly withheld any pertinent
      facts, but we do not guarantee that we have knowledge of all factors which
      might influence the value of the subject. Due to rapid changes in the
      external factors, the value estimate is considered reliable only as of the
      date of the appraisal.

12.   Opinions of value contained herein are estimates. There is no guarantee,
      written or implied, that the subject property will sell for such amounts.

13.   It is assumed that there are no hidden or unapparent conditions of the
      property, subsoil, or structures which would render it more or less
      valuable. No responsibility is assumed for such conditions or for
      engineering which may be required to discover such factors.

14.   If the subject of the appraisal is an improved property, the appraiser has
      personally inspected the -property and finds no obvious evidence of
      structural deficiencies except as stated in this report; however, no
      responsibility for hidden defects or conformity to specific governmental
      requirements, such as fire, building and safety, earthquake, or occupancy
      codes can be assumed without provision of specific professional or
      governmental inspections.

15.   Unless otherwise stated in this report, the existence of hazardous
      material, which may or may not be present on the property, was not
      observed by the appraiser. The appraiser has no knowledge of the existence
      of such materials on or in the property. The appraiser, however, is not
      qualified to detect such substances. The presence of substances such as
      asbestos, urea-formaldehyde foam insulation, or other potentially
      hazardous materials may affect the value of the property. The value
      estimate is predicated on the assumption that there is no such material on
      or in the property that would cause a loss in value. No responsibility is
      assumed for any such conditions, or for any expertise or engineering
      knowledge required to discover them. The client is urged to retain an
      expert in this field, if desired.

16.   We have not made a specific compliance survey and analysis of this
      property to determine whether or not it is in conformity with the various
      detailed requirements of the Americans with Disabilities Act (aka, ADA).
      It is possible that a compliance survey of the property together with a
      detailed analysis of the requirements of the ADA could reveal that the
      property is not in compliance with one or more of the requirements of the
      Act. If so, this fact could have a negative effect upon the value of the
      property. Since we have no direct evidence relating to this issue, we did
      not consider possible non-compliance with the requirements of ADA in
      estimating the value of the property.

17.   The value estimate assuming a portfolio sale specifically assumes the
      property is sold as part of the 17 property portfolio described within
      the attached report. As

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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 10
<PAGE>

                                    Assumptions and Limiting Conditions, cont'd.
================================================================================

      is the case with any value estimate, the portfolio sale value estimate is
      based on a sale within a typical marketing period of 12 months or less.
      Any fluctuations in market conditions can possibly have more significant
      effects on portfolio value than individual property sales.

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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 11
<PAGE>

                                              McMINNVILLE/WARREN COUNTY ANALYSIS
================================================================================

Location

      McMinnville, the county seat, is near the geographic center of Warren
County, which covers an area of 431 square miles. McMinnville is approximately
75 miles from Nashville, 69 miles from Chattanooga and 126 miles from Knoxville.

Climate

      The south central Tennessee climate is temperate. The seasons differ
markedly so there are no extreme conditions of any duration. Temperatures
average 43 degrees fahrenheit in winter and 77 degrees fahrenheit in summer,
with normal temperature of 60 degrees fahrenheit. Average annual precipitation
is 54 inches. The mean annual snowfall is estimated at 8 inches.

History

      Established in November 1807 by an act of the Tennessee General Assembly,
a rich and proud history is the foundation upon which McMinnville and Warren
County are built. "The Trail of Tears", a recently designated National Historic
Trail, winds through Warren County. The Civil War saw nine devastating invasions
of the county. Various sites serve as reminders of battles fought, with
headstones of fallen soldiers located in many of the cemeteries.

Population

      =======================================================================
                                   POPULATION
      =======================================================================
                                1970      1980      1990      1996      1997
      -----------------------------------------------------------------------
      McMinnville              10,622    11,227    11,194      N/A       N/A
      -----------------------------------------------------------------------
      Warren County            26,972    32,653    32,992    35,556    36,200
      -----------------------------------------------------------------------
      County Growth                       5,681       339     2,564       644
      -----------------------------------------------------------------------
      Source: Tennessee Dept. of Economic and Community Development for 1970
      through 1990; Tennessee Economic Development Center 1996 & 1997
      =======================================================================

      The compounded growth rate for Warren County in the 1990's has been at or
slightly below 2%. The city data indicates virtually no change from 1980 through
1992. The trend of slow to no city growth has been relatively common in similar
sized counties in Tennessee. In general, the noted trends are not anticipated to
change in the foreseeable future.

Employment Data

Employment

      Recent employment trends for Warren County have generally reflected a
steady increase. For a community the size of McMinnville, this is somewhat
unusual as compared to similar sized communities removed from metropolitan areas
in the State

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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 12
<PAGE>

                                     McMinnville/Warren County Analysis, cont'd.
================================================================================

of Tennessee. The following chart summarizes the recent employment trends for
Warren County.

                                Employment Trends

================================================================================
  Year             1990      1991     1992     1993      1994     8/97
- --------------------------------------------------------------------------------
  Labor Force     16,840    17,150   17,740   18,530    19,220   20,630
- --------------------------------------------------------------------------------
  Employment      15,640    15,640   16,300   17,240    18,180   18,830
- --------------------------------------------------------------------------------
  Unemployment     1,200     1,510    1,440    1,290     1,040    1,800
- --------------------------------------------------------------------------------
  Unempl. Rate      7.1%      8.8%     8.1%     7.0%      5.4%     8.7%
- --------------------------------------------------------------------------------
  Job Growth                   000      660      940       940      N/A
================================================================================

      The August 1997 data represents a single month's data as compared to the
other years representing annual averages. The August 1996 unemployment was 6.0%.
However, the increase actually brings the unemployment back up to historical
trends.

Labor Force

      The 1997 Warren County non-agricultural labor force estimates, which are
the latest available data, are summarized as follows:

        =========================================================
              Labor Force Data                    Warren County
        ---------------------------------------------------------
        Total:                                             14,790
        ---------------------------------------------------------
        Goods Producing:                                    8,130
        ---------------------------------------------------------
         Manufacturing:                                     7,490
        ---------------------------------------------------------
         Construction/Mining:                                 640
        ---------------------------------------------------------
        Service Producing:                                  6,660
        ---------------------------------------------------------
         Transportation/Communications/Utilities:             280
        ---------------------------------------------------------
         Trade:                                             2,540
        ---------------------------------------------------------
         Finance/Institutional/Real estate:                   320
        ---------------------------------------------------------
         Services:                                          1,900
        ---------------------------------------------------------
         Government:                                        1,620
        =========================================================

      The county has earned the title of "Nursery Capital of the World" with
over 400 nurseries located here. Along with the giant nursery industry, 45 other
widely diversified industries are also located in the county.

      The following table provides a list of the largest manufacturing employers
within the McMinnville and Warren County area.

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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 13
<PAGE>

                                     McMinnville/Warren County Analysis, cont'd.
================================================================================

                  ============================================
                  Largest Manufacturing Employers By Number Of
                                    Employees
                  ============================================
                  APAC Tennessee, Inc.                   80
                  --------------------------------------------
                  Aquatech, Inc.                        459
                  --------------------------------------------
                  Bouldin & Lawson, Inc.                 86
                  --------------------------------------------
                  Brandie Rose, Inc.                     68
                  --------------------------------------------
                  Bridgestone                           804
                  --------------------------------------------
                  Burroughs-Ross-Colville               195
                  --------------------------------------------
                  Calsonic Yorozu Corp.                 785
                  --------------------------------------------
                  Carrier                             1,200
                  --------------------------------------------
                  Cookeville Tool & Mfg., Inc.           65
                  --------------------------------------------
                  Cumberland Lumber & Mfg.              130
                  --------------------------------------------
                  Dezurik                               270
                  --------------------------------------------
                  Findlay Industries                    470
                  --------------------------------------------
                  Formfit Rogers/Div.I. Appeal           74
                  --------------------------------------------
                  Magnetek/Century Electric             920
                  --------------------------------------------
                  McMinnville Mfg., Co.                 100
                  --------------------------------------------
                  McMinnville Screw Machine              80
                  --------------------------------------------
                  Metal Products Co.                     75
                  --------------------------------------------
                  Oster Specialty Products              651
                  --------------------------------------------
                  Pershield                             165
                  --------------------------------------------
                  Powermatic/Div. Devlieg Bull          200
                  --------------------------------------------
                  Tennsmith, Inc.                        70
                  ============================================

Transportation

      Centrally located in Middle Tennessee, McMinnville is 72 miles southeast
of Nashville almost equal distance northwest of Chattanooga. IH-40 is 33 miles
via Highway 56; IH-24 is 22 miles via Highway 55. The county is intersected by
Tennessee Highways 8, 30, 55, 56, and 108, andy by U.S. Highway 70. Railroad
service is provided by Caney Fork & Western and CSX Transportation. McMinnville
is 75 miles from the nearest port facility in Nashville at the Cumberland River.

Medical Facilities

      Area residents are serviced by River Park Hospital, an institution fully
accredited by the Joint Commission on Hospital Accreditation. In 1996, the
hospital underwent a $20 million, 83,000 SF expansion, yielding a total of
143,000 SF. The facility is a 118 bed, short term, general acute hospital. River
Park is owned by Columbia/HCA Healthcare Corp., a Nashville-based for-profit
hospital corporation. McMinnville has

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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 14
<PAGE>

                                     McMinnville/Warren County Analysis, cont'd.
================================================================================

44 doctors and 14 dentists. In addition, Warren County has five nursing homes
totalling 300 beds.

Income & Retail Sales

      The following data was obtained from Sales & Marketing Management, August
1997.

                     Effective Buying Income & Retail Sales

================================================================================
                                                No. of               Total
                         Median EBI         Households        Retail Sales
- --------------------------------------------------------------------------------
  Warren County             $25,771             14,000        $246,093,000
- --------------------------------------------------------------------------------
  Tennessee                 $30,437          2,041,700     $51,705,983,000
- --------------------------------------------------------------------------------
  USA                       $33,482
================================================================================

Source: Sales & Marketing Management, 1997

      The 1996 retail sales for Warren County are $271.5 million, up from the
previous year $259.9 million based on the Tennessee Department of Revenue. The
1996 Warren County annual state sales tax collections are $18.5 million, up from
last years $17.7 million based on the Tennessee Department of Revenue. This
would indicate a 4.9% increase in annual state sales tax collections.

Government

      A Mayor and Aldermanic form of government operates the City of
McMinnville. The McMinnville Division of Fire has a full-time staff of 22. There
are 17 vehicles used with more than half using repeater systems. The Fire
Department also has joint communication with the Police Department. The
McMinnville Division of Police, centrally located in the downtown district, is
staffed with 42 officers.

Utilities

      The McMinnville area is well developed and has reasonable access to public
utilities. Sewer is available on a limited basis outside of the McMinnville city
limits, which is typical for most counties.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 15
<PAGE>

                                     McMinnville/Warren County Analysis, cont'd.
================================================================================

      All utilities are available and provided by the following entities:

================================================================================
    Utilities Provided                  Provider
================================================================================
Telephone               Citizens Telecom
- --------------------------------------------------------------------------------
Sewer/Water             McMinnville Water and Waste Water Treatment Dept.
- --------------------------------------------------------------------------------
Electricity             McMinnville Electric System - City
                        Caney fork Electric Cooperative, Inc. - Warren and 
                        parts of 7 other counties
- --------------------------------------------------------------------------------
Natural Gas             Middle Tennessee Natural Gas District
================================================================================

      The McMinnville Water and Waste Water Treatment Department provides water,
sewer and garbage service for the city's residents. Service extends to about
6,500 customers, and the Barren Fork river is the source for the city's potable
water. The county is divided into three Utility Districts - Western, North and
Eastern Warren Utility Districts Electrical power for Warren County is furnished
by TVA and distributed by Caney Fork Electric Cooperative (county) and
McMinnville Electric System (city). McMinnville Electric System serves
approximately 7,000 customers within the city limits.

Recreation

      Recreational opportunities abound in the area. The City of McMinnville
Parks and Recreation Department operated the city's large, modern Civic Center,
complemented by a 23 acre recreational complex. The city's Riverfront Park also
offers a wide variety of recreational activities. Rock Island State Park
features the spectacular cascades of the Great Falls and offers many outdoor
activities, including boating, fishing, swimming, camping, and picnicking.

      Cumberland Caverns, the second largest cave system in the United States,
is located on Highway 8 near McMinnville. Guided tours include the "Hall of the
Mountain King", The largest cave room in eastern America. An underground dining
room (available by advance reservation only with seating for up to 500), lit by
a dazzling 1/2 ton crystal chandelier, is the showplace of the Caverns. Also a
feature of the tours is a sound and light show, "God of the Mountain".

Communication Facilities

      McMinnville has 4 local radio stations with affiliations with the mutual
Broadcasting System and American Broadcasting Company. McMinnville receives all
of the Nashville network stations of ABC, CBS, NBC, PBS and FOX. McMinnville has
daily newspaper service from Nashville, Knoxville and Chattanooga.

Financial Institutions

      The City of McMinnville has 5 banks. There are also several insurance and
mortgage companies in the City of McMinnville.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 16
<PAGE>

                                     McMinnville/Warren County Analysis, cont'd.
================================================================================

Trends and Conclusions of City/County Data

      The City of McMinnville has shown a sound and steady growth in population
with moderate job growth in the past 5 years, and this rate of growth is
anticipated to continue in the foreseeable future. Retail sales are expanding at
a similar to slightly higher rate than the population. These improving trends
are consistent with Middle Tennessee as well as the US economy in general. In
addition there have been a number of business expansions as well as new
manufacturing jobs created. The city's two major economic factors (agriculture
and industry) are growing annually and are in balance. The city's economy is
regarded as stable, and the factors affecting the change are well diversified.
The market value and demand for real estate are expected to be favorable with no
adverse influences apparent at the present time.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 17
<PAGE>

                                  Country Map

                               [GRAPHIC OMITTED]


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 18
<PAGE>

                                  Regional Map

                               [GRAPHIC OMITTED]


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 19
<PAGE>

                                                 SHOPPING CENTER MARKET ANALYSIS
================================================================================

Introduction

      Trends in the shopping center market are examined in this section of the
appraisal report in an effort to assess current, as well as future, influences
on property value. The data most commonly utilized in the analysis of shopping
center feasibility includes the supply of shopping center space and ongoing, or
planned new construction. Additionally, absorption rates, occupancy levels and
the direction of rental rates and expenses are viewed as critical in determining
the marketability and ultimate feasibility of a project.

Information Source
Huber & Lamb:                      A survey of comparable properties in the
                                   subject's submarket was also conducted by
                                   Huber & Lamb Appraisal Group, Inc. This data
                                   is useful in delineating and identifying
                                   trends in the immediate market area of the
                                   subject as indicated by the subject and most
                                   competitive properties.

Submarket Occupancy Analysis

      McMinnville/Warren County
        Type of Shopping Center:   Shopping center markets can typically be
                                   delineated into three general categories
                                   based on physical size and tenancy. The
                                   following summarizes these classifications.

          Neighborhood:            Usually under 100,000 SF, 1 or 2 anchors,
                                   usually anchored by grocery. Typically draws
                                   shoppers from within a three mile radius.

          Community:               100,000 - 300,000 SF built around discount
                                   department store, variety store or junior
                                   department store and usually including
                                   supermarket. Draws shoppers from at least a
                                   seven mile radius.

          Regional:                Usually over 300,000 SF with at least one
                                   major department store. Typically enclosed
                                   mall type shopping centers drawing shoppers
                                   from a greater than 10-mile radius.

      As will be shown in the next section, the McMinnville retail market is
limited to non-anchored strip centers, neighborhood or community centers based
on the previous definitions. This is consistent with other similar cities based
on population size. There is no published data tracking the McMinnville and
Warren County retail market. Therefore, the analysis is limited to the Huber &
Lamb retail survey that follows.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 20
<PAGE>

                                        Shopping Center Market Analysis, cont'd.
================================================================================

Subject Most Competitive Market Occupancy Analysis

Description:                       Huber & Lamb has completed a survey of the
                                   most competitive properties with the subject
                                   located within the submarket. These
                                   properties are considered most direct
                                   competition of the subject and are utilized
                                   as the comparable rents in the income
                                   capitalization approach. This analysis
                                   provides insight on the micro market level of
                                   the subject as compared to the previous
                                   general market analysis.

                             Most Competitive Market
                                Occupancy Summary

================================================================================
                                             Square
Comparable Apartment               Rent No.   Feet     Year Built    Occupancy
- --------------------------------------------------------------------------------
Bi - Lo Center                     Subject    51,844            1984      100%
Three Star Mall and Center             1     202,918            1980       96%
Cumberland Plaza Shopping Center*      2     145,353            1988       95%
Northgate Shopping Center              3     129,998   1971 and 1973       90%
McMinnville Plaza Shopping Center      4     101,457   1966 and 1978       90%
Hollywood Bowl Shopping Center         5      35,340            1976      100%
================================================================================
Totals/ Weighted Avgs.                --     666,910              --       94%
================================================================================

*Note: Represents economic occupancy. Wal-Mart vacated the primary anchor space,
but still pays rent.

Total SF Occupied:                 628,380 SF
Total SF Vacant:                   38,530 SF

Analysis:                          The most competitive shopping center
                                   properties, including the subject have an
                                   occupancy rate at 90% or higher. The most
                                   competitive market's occupancy is obviously
                                   reflective of the good health of the market.
                                   The subject property was constructed in 1984
                                   with an addition in 1995 based on the
                                   expansion of Bi-Lo.

McMinnville Retail Development Trends

      As noted from the previous chart, retail development in McMinnville was
primarily concentrated in the early to mid-1970's and spread out over the
1980's. There has been no significant new speculative retail development in the
1990's. The most interesting factor that has effected the area retail
development is the movement of Wal-Mart since the 1970's. The Hollywood Bowl
Shopping Center, built in 1976, was


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 21
<PAGE>

                                        Shopping Center Market Analysis, cont'd.
================================================================================

originally a single tenant Wal-Mart. In 1988, the Cumberland Plaza Shopping
Center was developed with Wal-Mart as the primary anchor. In 1996, Wal-Mart
moved to a new single tenant, 203,918 SF, Supercenter store in McMinnville. The
Wal-Mart space in Cumberland Plaza is still vacant. This movement of Wal-Mart is
common through the country. Unfortunately, McMinnville has had a Wal-Mart store
since 1976 and suffered from two moves by the discount store.

Potential New Construction

      To the appraisers' knowledge, there are no current plans for new
multi-tenant, speculative shopping center construction in McMinnville. The
Wal-Mart Supercenter developed in 1996 is the most recent retail construction of
significance in the Warren County area.

Subject Investment Desirability

      Subject % Anchor:            74.96%
                                   The percentage of anchor tenant is within the
                                   investment acceptable good quality range for
                                   property.

      Anchor Credit:               The Bi-Lo, Inc. lease is guaranteed by its
                                   parent company, Royal Ahold (Koninklijke
                                   Ahold nv). Royal Ahold, a Netherlands based
                                   company, is a leading international food
                                   retailer with 1996 sales of $21 billion and
                                   3,000 stores and 190,000 employees worldwide.
                                   Ahold is the leading food retailer in
                                   Holland, one of the top 5 in the US, and has
                                   major operations in several countries in
                                   Southern and Central Europe, Latin America
                                   and Southeast Asia. Ahold USA is a leader on
                                   the East Coast, operating the BI-LO, Giant
                                   Food Stores (including Edwards), Tops Markets
                                   (including Finast), and Stop & Shop chains
                                   encompassing 800 stores with sales of $11
                                   billion. Specific credit rating information
                                   was not provided; however, Royal Ahold has a
                                   debt ratio of 2.6 to 1, which is extremely
                                   high.

      Anchor Sales History:        The Bi-Lo has a good quality sales per square
                                   foot history. The following chart provides
                                   the long-term sales history. The store
                                   expanded from 28,875 SF to 38,864 SF in 1995
                                   (fiscal year 1996 in following chart). It
                                   should be further noted that the initial
                                   decline in total sales from 1989 through 1991
                                   is probably attributed to the addition of
                                   Food Lion to the market.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 22
<PAGE>

                                        Shopping Center Market Analysis, cont'd.
================================================================================

                               Bi-Lo Sales History

             ====================================================
             Fiscal Year    Total Sales    % Change    Sales/SF*
             ----------------------------------------------------
                 1997       $ 9,592,672    -4.77%       $246.83
             ----------------------------------------------------
                 1996       $10,072,923     4.85%       $259.18
             ----------------------------------------------------
                 1995       $ 9,606,671     7.85%       $332.70
             ----------------------------------------------------
                 1994       $ 8,907,082    -3.32%       $308.47
             ----------------------------------------------------
                 1993       $ 9,212,862     7.05%       $319.06
             ----------------------------------------------------
                 1992       $ 8,605,764    -5.30%       $298.04
             ----------------------------------------------------
                 1991       $ 9,087,362    -9.85%       $314.71
             ----------------------------------------------------
                 1990       $10,080,746    -9.38%       $349.12
             ----------------------------------------------------
                 1989       $11,124,578     0.75%       $385.27
             ----------------------------------------------------
                 1988       $11,041,950     1.17%       $382.41
             ----------------------------------------------------
                 1987       $10,914,667    11.24%       $378.00
             ----------------------------------------------------
                 1986       $ 9,812,233       N/A       $339.82
             ====================================================

                                   Bi-Lo's sales history reflects typical
                                   fluctuations, but a general increasing trend
                                   since 1994. Again, the decline in the
                                   Sales/SF in 1996 is the result of the
                                   tenant's expansion. Considering the very
                                   highly limited probability of new grocery
                                   store competition in the foreseeable future,
                                   the anchor should maintain recent trends in
                                   sales.

Conclusions

      The overall City of McMinnville and Warren County shopping center market
has relatively static over the years since the subject property was constructed.
No significant new construction has occurred, with the exception of the new
Wal-Mart Superstore just northwest of the subject location. Occupancies have
remained high for the last few years. Most rural Tennessee communities of this
size have remained stable over the past few years, unless an outside source
changes the area.

      In the final analysis, the economy is maintaining strength with increased
retail sales. Neighborhood shopping centers are gaining strength, particularly
well anchored centers in good locations. Speculative new development is
currently limited in this market. This should result in continued high
occupancies and moderate rent appreciation over the foreseeable future, or at
least two years.

Subject Property Conclusions

      The subject property can be classified as an anchored neighborhood center.
The subject's retail market is relatively strong with high occupancies in the
newer or renovated centers as well as occupancies in the older centers. The
tenant mix for the


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 23
<PAGE>

                                        Shopping Center Market Analysis, cont'd.
================================================================================

subject is appropriate for the local market it serves. Thus, the subject
property is considered an average quality investment property with the most
probable buyer being a regional buyer.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 24
<PAGE>

                                                           NEIGHBORHOOD ANALYSTS
================================================================================

Neighborhood Defined

      A neighborhood, as defined by the 9th edition of The Appraisal of Real
Estate is "a grouping of complementary land uses" effected by similar operation
of the four forces that affect property value. These forces include social,
economic, governmental and environmental factors. A neighborhood is further
defined by the revised edition of Real Estate Appraisal Terminology as being a
portion of a larger community, or an entire community, in which there is a
homogeneous grouping of inhabitants, buildings or business enterprises.
Neighborhood boundaries may consist of well-defined natural or manmade barriers
or they may be more or less defined by a distinct change in land use or in the
character of the inhabitants. The overriding purpose of describing and analyzing
a particular neighborhood is to observe and/or quantify data indicating
discernible patterns or urban growth, structure and change that may enhance or
detract from property values.

Neighborhood Boundaries

North: McMinnville City Limits
East:  Barren Fork River
South: Barren Fork River
West:  Red Road

      Comments: The boundaries for the subject neighborhood were chosen because
they contain homogeneous and dependent land uses delineated by distinct man-made
boundaries.

General Neighborhood Data

Distance from CBD:                  2 miles to the northeast
Distance from Airport:              75 miles to the northwest (Nashville)
Percent Built-Up:                   75%
General Land Uses:
   Single Family:                   20%; 5 to 50 years old; $40,000 to $100,000
                                    typical value range
   Apartment:                       10%; 5 to 20 years old
   Retail, Office:                  50%; 1 to 20 years old; predominantly 
                                    located along McMinnville By-Pass and New 
                                    Smithville Road

Industrial, heavy commercial:       20% in neighborhood

Types of Commercial Tenancies:
   Predominant:                     Single tenant
   Secondary:                       Multi-tenant
Predominant Property Age Range:     1960's to 1990's for residential 
                                    1970's to 1990's for commercial
Neighborhood Life Cycle Stage:      Stable
Public Transportation:              None


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 25
<PAGE>

                                                  Neighborhood Analysis, cont'd.
================================================================================

Major Traffic Arteries/Access

================================================================================
Street Name              Type                   Direction     No. of Lanes
- --------------------------------------------------------------------------------
McMinnville By-          Primary artery         east-west     4 lane + turn lane
  pass/US-70
- --------------------------------------------------------------------------------
New Smithville           Neighborhood artery    north-south   4 lane
  Road/SR-56
- --------------------------------------------------------------------------------
North Chancery Street    Neighborhood artery    north-south   2 lane
================================================================================

      Accessibility: The major traffic arteries provide average ingress and
egress for the neighborhood. The subject property is located on the primary
neighborhood artery, New Smithville Road/SR-56 with direct access via one curb
cut.

Neighborhood Utilities & Infrastructure

================================================================================
  Item             Adequacy   Provider                        Cost
- --------------------------------------------------------------------------------
  Sewer            Adequate   Public                          Typical
- --------------------------------------------------------------------------------
  Water            Adequate   Public                          Typical
- --------------------------------------------------------------------------------
  Gas              Adequate   Middle Tennessee Natural Gas    Typical
                              District  
- --------------------------------------------------------------------------------
  Power            Adequate   Public                          Typical
- --------------------------------------------------------------------------------
  Telephone        Adequate   Citizens Telecom                Typical
- --------------------------------------------------------------------------------
  Interior Roads   Adequate   Public                          N/A
================================================================================

      Comments: The neighborhood utilities and infrastructure are considered
typical for the area and no negative influences are noted.

Trends

      General Neighborhood History: The subject neighborhood is characterized as
a retial/commercial neighborhood with concentrations of commercial development
along the primary neighborhood traffic arteries. The commercial development
typically consists of retail and neighborhood professional office uses serving
the needs of the neighborhood. The predominant commercial development serving
the neighborhood is along McMinnville By-pass/US-70 and New Smithville Road on
the northside of the neighborhood. Cumberland Plaza Shopping Center which is
located in the northwest quadrant of McMinnville By-pass/US-70 and New
Smithville Road was constructed in 1988.

      New Development: In general, the subject neighborhood has only experienced
occasional redevelopment. With limited vacant land available, the majority of
new development has been redevelopment of sites with older improvements. The
most significant new development has been the redevelopment and assemblage of 20
acres on


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 26
<PAGE>

                                                  Neighborhood Analysis, cont'd.
================================================================================

the southwest corner of McMinnville By-pass/US-70 and North Chancery Street by
Wal-Mart for a superstore location. Across North Chancery Street from the new
Wal-mart Superstore, Ryan Family Steakhouse's has purchased 3.70 acres for a new
restaurant.

Conclusions

      In summary, the subject neighborhood is best described as a lower middle
income area with reasonably high concentrations of residential and commercial
development, particularly for a small community such as McMinnville. Commercial
development in the area of the subject is predominantly influenced by the
retail/commercial development. The area is significantly built-up with only
limited potential for new development. The access to the neighborhood via New
Smithville Road and McMinnville By-pass is considered positive influences. The
subject neighborhood does not have any significant negative influences and has
the potential for continued moderate appreciation in the long-term commensurate
with the overall Middle Tennessee market.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 27
<PAGE>

                                Neighborhood Map

                               [GRAPHIC OMITTED]


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 28
<PAGE>

                                                                   SITE ANALYSIS
================================================================================

Location:                          835 New Smithville Road/Highway 56; Northeast
                                   corner of North Chancery Street and New
                                   Smithville Road/Highway 56

Size:
      Primary Acreage:             5.110
      Square Feet (SF):            222,583 SF
      Source:                      Metes & bounds description

Shape:                             Irregular

Frontage:
      New Smithville Road:         440.74'
           Street Type:            Primary local artery

      North Chancery Street:       633.35'
           Street Type:            Secondary local artery

Visibility:                        Good. No limiting factors noted

Ingress/Egress:                    Good. No limiting factors noted; 2 curb cuts
                                   from New Smithville Road and 2 curb cuts from
                                   North Chancery Street 

Topography:                        Level

Subsoil Conditions & Drainage:     The appraisers are not aware of an
                                   engineering study made to determine the
                                   subsoil conditions. Upon inspection of the
                                   subject and surrounding improvements,
                                   conditions appear adequate to support the
                                   subject structure. Drainage appears to be
                                   adequate.

Flood Plain:                       No
      FEMA Map #:                  470177C0090 C
      Effective Date:              March 16, 1988
      Net Usable Acreage:          5.110

Nuisances & Hazards:
Environmental:                     Based on our site inspection, the appraisers
                                   did not observe any hazardous materials on
                                   the subject site. However, the appraisers are
                                   not qualified to detect such substances and
                                   would recommend an environmental audit be
                                   performed by an expert in this field to
                                   determine the possible existence of any
                                   potentially hazardous substances. No
                                   responsibility is assumed by the appraisers
                                   for any such conditions and the value
                                   estimate contained in this report is
                                   predicated on the assumption that there


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 29
<PAGE>

                                                          Site Analysis, cont'd.
================================================================================

                                   are no such hazardous materials existing on
                                   the site.

      General:                     No other nuisances or potential hazards were
                                   noted.

Easements:                         Neither the survey nor the on-site inspection
                                   of the property indicated any unusual or
                                   detrimental easements other than typical
                                   utility easements.

Utilities & Services:              All typical public utilities including sewer,
                                   water, gas, electric and telephone are
                                   available and in use at the site. Capacity is
                                   considered adequate for any potential
                                   feasible development of the site.

Surrounding Land Uses:             The subject tract is surrounded on the north,
                                   south and east across and along New
                                   Smithville Road by retail/commercial uses.
                                   New Smithville Road is a primary
                                   north-to-south retail/commercial corrider on
                                   the Northside of McMinnville. To the
                                   southwest of the subject property are some
                                   commercial service uses along North Chancery
                                   Street. The northwest side of the subject
                                   property is bounded by single-family
                                   residences. North of the subject along New
                                   Smithville Road are several fast food
                                   restaurants including Arby's, Pizza Hutt and
                                   Captain D's as well as a local branch bank.
                                   The outparcels on the corner of North
                                   Chancery and New Smithville Road are
                                   convenience/gasoline stores.

      Conclusion: The subject property is compatible with surrounding parcels
both in physical features and use. The subject base site is functionally
adequate for the existing improvements and development of any potential feasible
development consistent with surrounding land uses. There is no evidence of any
other negative site factors that would hamper the existing use, value, or
marketability of the subject site.

      The reader is directed to the site analysis exhibits provided on the
following pages.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 30
<PAGE>

                                    PLOT PLAN

                               [GRAPHIC OMITTED]


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 31
<PAGE>

                                  TAX PLAT MAP

                                [GRAPHIC OMITTED]


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 32
<PAGE>

                                 FLOOD PLAIN MAP


                                [GRAPHIC OMITTED]


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 33
<PAGE>

                                                     DESCRIPTION OF IMPROVEMENTS
================================================================================

      The data and analysis included in this report section describes the
building and improvement data relevant to the appraisal problem. Sources of the
data are identified and information not available to the appraiser is noted
where necessary. The data presented is analyzed based upon the functional
utility and physical condition relative to their influence on the value
conclusion of this assignment.

Property Type and Character

Property Type:                     Neigborhood shopping center

Building Age:

      Year Built:                  1984 with an addition in 1995
      Actual Age:                  13 years
      Total Economic Life:         50 years*
      Effective Age:               7 years*
      Remaining Economic Life:     43 years*
      *  See Condition Analysis to follow

      Comment: The addition in 1995 accommodated the expansion of Bi-Lo. Bi-Lo
      expanded into 6,000 SF of existing space and required new construction
      expansion of 3,989 SF.

No. of Stories:                    1

Size:

      Gross Building Area (GBA):   51,844 SF
      Net Rentable Area (NRA):     51,844 SF
      Source:                      Rent roll
      Floor-to-Area Ratio:         0.23:1

Typical Small Shop Bay Depth:      60' to 80'

Typical Small Shop Bay Width:      25' to 35'

Anchor Space:
      Tenants:                     Bi - Lo Grocery Store
      Total Size:                  38,864 SF
      % Anchor:                    74.96%

      Comment: The subject anchor space is specifically designed for the anchor
tenant. The owner added an addition for the anchor in 1995. A loading dock is
located in the rear of this space.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 34
<PAGE>

                                            Description of Improvements, cont'd.
================================================================================

Tenancy:
      No. of Tenants:              6
      Type Occupancy:              Multi-tenant
      Current Physical Occupancy:  100%

General Construction Components

Data Sources:

      Building Plans Provided:     Plans and specifications were not made
                                   available to the appraisers.

      Other:                       Property inspection by the appraisers,
                                   discussions with representatives of the
                                   property owner and information available from
                                   the Tax Assessor's office.

Foundation:                        Concrete slab

Structural System:                 Concrete block

Roof System:                       Built-up composition cover over metal rib
                                   decking on steel-bar joists

Exterior Walls:                    The exterior walls are brick on store fronts
                                   and painted concrete block on the rear. The
                                   storefronts are all storefront glass.

Exterior Doors:                    Storefront glass in aluminum frame

Exterior Windows:                  Glass in aluminum frame

Electrical:                        Electrical fixtures and systems were noted to
                                   be in average quality. Average commercial
                                   service. Assumed to comply with all governing
                                   codes and good industry standard practice.

H.V.A.C.:                          Each lease space has an electric package
                                   heating and cooling units. Ground level.

Plumbing:                          Each lease space has a men's and women's
                                   restroom. All restaurants have special
                                   plumbing for sinks and restrooms.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 35
<PAGE>

                                            Description of Improvements, cont'd.
================================================================================

      Comment: The design of the property is a single building that is all
parallel to New Smithville Road, the primary traffic artery frontage. The design
of the building and development on outparcels do not obstruct the view of the
local shop space and the property has adequate ingress and egress.

Site Improvements

Signage:                           One lighted sign on New Smithville Road

Parking Area:                      Asphalt paved with adequate parking spaces;
                                   average condition. Heavy duty concrete in the
                                   rear of the center for truck loading area.

      No. of Spaces:               255
      No./1,000 SF of GBA:         4.92/1,000 SF

Concrete Walks:                    Concrete along the front of the retail area,
                                   under the covered walkway.

Condition/Quality

Construction Quality:              Average and typical of the local market

Condition of Improvements:         Good recently renovated

Deferred Maintenance:              None significant; new owner plans to upgrade
                                   the storefronts of the local shop space to
                                   match the quality of Bi-Lo.

Recent Significant
  Capital Expenditures:            None significant, with the exception of the
                                   Bi-Lo expansion in 1995

Effective Age Analysis

      The improvements actual age is 13 years. This is not unusual in this
neighborhood. The typical economic life for similar structures is 50 years. The
condition, quality of construction and effective maintenance program by the
current owner has maintained the economic life of the property. Based on the
condition/quality analysis presented, a 43 year remaining economic life is
considered reasonable before significant capital expenditures would be required
to extend the economic life. This yields an estimated 7 year effective age.

Functional Utility Analysis


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 36
<PAGE>

                                            Description of Improvements, cont'd.
================================================================================

      The overall property is considered to have average functional utility
based upon the property type and use. The straight line shape of the center is
considered to be a functional shape with good visibility from the road.
Individual spaces have good functional utility based on shape or location within
the center. The local space bay depths are considered to be optimal for the
market.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 37
<PAGE>

                                    PLOT PLAN

                               [GRAPHIC OMITTED]


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 38
<PAGE>

                                                 PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================

                                 [PHOTO OMITTED]

             Front view of the subject on New Smithville Road/SR-56.


                                 [PHOTO OMITTED]

         Front view of subject looking to the north of the subject site.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 39
<PAGE>

                                        Photographs of Subject Property, cont'd.
================================================================================

                                 [PHOTO OMITTED]

      View of New Smithville Road/SR-56 looking south with subject on left.


                                 [PHOTO OMITTED]

      View of New Smithville Road/SR-56 looking north with subject on left.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 40
<PAGE>

                                        Photographs of Subject Property, cont'd.
================================================================================

                                 [PHOTO OMITTED]

          View of the rear of the building from North Chancery Street


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 41
<PAGE>

                                                         SUBJECT PROPERTY ZONING
================================================================================

Subject Zoning Data Summary

Subject Zoning Designation:        C-2 General Commercial District

Zoning Authority:                  The City of McMinnville

Purpose of Zoning District:        Intended to provide for a wide range of
                                   commercial uses and concerned with retail
                                   trade and consumer services. The uses in
                                   these districts service a wide market area
                                   and, therefore, ease of automotive access is
                                   a requisite. Appropriate open space between
                                   commercial and residential areas is required
                                   unless appropriate design features are
                                   accomplished under the planned unit
                                   development procedures for this district.

Permitted Uses:                    Commercial activities that are permitted by
                                   right are convenience sales and services,
                                   automotive parking, food service, medical
                                   service, general personal service, financial
                                   services, consulting and administrative
                                   services, business and communication
                                   services, undertaking service, drive-in food
                                   service, automotive services, general retail
                                   sales and service, consumer laundry and
                                   repair, retail business supply, automotive
                                   repair and cleaning, animal care, wholesale
                                   sales, and construction sales and service.

Regulations

Yard Fronting any Street:          40'
Side Yard:                         15'
Rear Yard:                         15'
Maximum Floor Ratio (FAR):
  Base FAR:                        None

Maximum Building Height:           50' or 4-stories may be permitted if
                                   automatic sprinkler systems are provided.

Improvements Conformity:           Improvements appear to conform to the zoning
                                   regulations.

Other Private, Public or Legal Restrictions

Deed Restrictions:                 None known to the appraisers

Public Restrictions:               None known to the appraisers


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 42
<PAGE>

                                                Subject Property Zoning, cont'd.
================================================================================

      The reader's attention is directed to the zoning map exhibit presented on
the following page.

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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 43
<PAGE>

                                   ZONING MAP

                               [GRAPHIC OMITTED]


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 44
<PAGE>

                                                            HIGHEST AND BEST USE
================================================================================

Introduction

      In highest and best use analysis, an appraiser identifies the most
profitable, competitive use to which a property can be utilized. Highest and
best use may be defined as:

      The reasonably probable and legal use of vacant land or an improved
      property, which is physically possible, appropriately supported,
      financially feasible, and that results in the highest value.(1)

      Proper analysis includes consideration of the highest and best use of a
given property 1) as if vacant, and 2) as improved. The purpose of determining
the highest and best use of land as though vacant is to identify a site's
potential use, which governs its value. The purpose of determining the highest
and best use of property as improved is to identify the use that is expected to
produce the greatest overall return on the capital invested, and to assist the
appraiser in the selection of comparable properties.

      A property's highest and best use must be 1) physically possible, 2)
legally permissible, 3) financially feasible, and 4) maximally productive. These
criteria will be considered sequentially and conditionally in this section of
the appraisal report.

      The highest and best use analysis and conclusions form the foundation for
the application of the three approaches to value and the reconciliation and
final value estimate. The data presented in the previous sections of this report
is analyzed and used as support for establishing the opinion of highest and best
use. Therefore, only the more distinctive characteristics from each section that
have substantial impact on the highest and best use are analyzed. The reader is
referred to the previous sections for the detailed data.

Highest and Best Use as Vacant

      The initial step in analyzing the highest and best use of the appraised
property is to consider the land as if vacant. Highest and best use of land or a
site as vacant assumes that a parcel of land is vacant or can be made vacant by
demolishing any improvements.

1.    Physically Possible

      The size, shape, location, topography, and surrounding land use pattern of
a parcel of land affects its physical utility and adaptability. These and other
physical characteristics are considered in analyzing the physical capabilities
of the site and most probable uses.

      Report Section Reference: Site Analysis and Neighborhood Analysis

- ----------

      (1) The Appraisal of Real Estate, Ninth Edition, (Chicago: American
Institute of Real Estate Appraisers, 1987), p. 269.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 45
<PAGE>

                                                   Highest and Best Use, Cont'd.
================================================================================

      General Site Features:
        Physical Characteristics:  The irregular shape, good frontage, level
                                   topography, soil conditions and 5.110 acre
                                   size are functional for almost any type of
                                   development consistent with neighborhood
                                   trends. No unusual site development costs
                                   would be required.

        Utilities & Services:      All public utilities are available to the
                                   site in adequate supply and capacity to
                                   permit development of any probable use of the
                                   site. The site fronts on a public street that
                                   is in good condition.

        Functional Utility:        Considering the general site features, the
                                   functional utility and physical adaptability
                                   of the subject site is considered average and
                                   will allow most any typical development
                                   prevalent in the area.

      Surrounding Land Uses:       The subject tract is surrounded on the north,
                                   south and east across and along New
                                   Smithville Road by retail/commercial uses.
                                   New Smithville Road is a primary
                                   north-to-south retail/commercial corrider on
                                   the Northside of McMinnville. To the
                                   southwest of the subject property are some
                                   commercial service uses along North Chancery
                                   Street. The northwest side of the subject
                                   property is bounded by single-family
                                   residences.

Limiting Factors:                  No limiting physical factors noted

      Physically Possible Conclusion: The physical characteristics of the site
and available utilities and services are adequate for a variety of uses and do
not significantly limit the potential development of the site except to the
density which would be allowed under the current zoning.

2.    Legally Permissible Uses

      The analysis of legally permissible uses of the property includes
consideration of zoning ordinances, private and deed restrictions, historic
district controls and environmental regulations.

      Report Section Reference:    Zoning Analysis

      Zoning Designation:          C-2 General Commercial District

      Permitted Uses:              Commercial activities that are permitted by
                                   right are convenience sales and services,
                                   automotive parking, food service, medical
                                   service, general personal service, financial
                                   services, consulting and


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 46
<PAGE>

                                                   Highest and Best Use, Cont'd.
================================================================================

                                    administrative services, business and
                                    communication services, undertaking service,
                                    drive-in food service, automotive services,
                                    general retail sales and service, consumer
                                    laundry and repair, retail business supply,
                                    automotive repair and cleaning, animal care,
                                    wholesale sales, and construction sales and
                                    service. See Zoning Analysis for more
                                    information.

      Deed Restrictions:            None known to the appraisers

      Public Restrictions:          No public restrictions are known. 

      Possibility of
          Zoning Change:            None known to the appraisers

      Legally Permissible Uses Conclusions: Based upon the factors analyzed and
the legally permissible uses for the subject, the best uses appear to be retail
services.

3.    Financially Feasible

      In determining which uses are physically possible and legally permissible,
an appraiser eliminates some uses from consideration. Then the uses that meet
the first two criteria are analyzed further to determine which are likely to
produce an income, or return, equal to or greater than the amount required to
satisfy operating expenses, financial obligations and capital amortization. All
uses that are expected to produce a positive return are regarded as financially
feasible.

      Most Probable Uses:           Based upon the analysis of physically
                                    possible uses and legally permissible uses,
                                    the best and most probable uses are limited
                                    to the highest density of retail space
                                    physically possible.

      Feasibility:                  All of the most probable uses listed above
                                    are considered financially feasible based
                                    upon land values in the immediate area.

          Income:                   The use with the highest potential net
                                    operating income is retail sales,
                                    particularly a shopping center complex.

          Occupancies:              Overall occupancy for retail shop space in
                                    McMinnville is estimated to be near 94%.
                                    However, rents are relatively low indicating
                                    immediate development may be questionable.

      Feasibility Conclusion: The analysis of potential income and return on
investment as well as demand (occupancy) indicates that retail services with a
low percentage of office space would yield the highest return.

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 47
<PAGE>

                                                   Highest and Best Use, Cont'd.
================================================================================

4.    Maximally Productive

      A comparison of the financially feasible uses indicates that retail
services with low office percentage would yield the highest return to the land.

Highest and Best Use
 As If Vacant Statement:            The highest and best use of the subject site
                                    assuming it is vacant is development of a
                                    neighborhood shopping center.

Highest and Best Use as Improved

      The preceding analysis of the site as vacant is also relevant to the
highest and best use of the subject property, as improved. If the existing
improvements are the same as those indicated for the highest and best use as
vacant, the four tests for highest and best use do not have to be applied here
because the conclusions reached in testing for the highest and best use of the
site as though vacant are applicable to the analysis as improved.

Conformance to Highest and Best
 Use as Vacant:                     The existing improvements of the subject
                                    property generally conform to the highest
                                    and best use as vacant.

Possible Demolition, Renovation or
 Conversion in Use:                 A comparison of the land value estimate and
                                    the value estimate of the property as
                                    improved in the forthcoming valuation
                                    section indicates that the improvements
                                    contribute significant value to the
                                    property. Therefore, demolition is not
                                    justified. An economic analysis shows
                                    remodeling, renovation or conversion of the
                                    subject to another use is not economically
                                    justified.

Highest & Best Use
   As Improved Statement:           The highest and best use as improved is
                                    continued use as a neigborhood shopping
                                    center development.

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 48
<PAGE>

                                                        REAL ESTATE TAX ANALYSIS
================================================================================

Taxing Authorities:                 City of McMinnville and Warren County
                                    Government. The county government tax rate
                                    represents all local municipal tax charges.
                                    All municipal funding from real estate taxes
                                    are under the tax rate charged in this
                                    taxing district.

Real Estate Tax Districts

      McMinnvllle City District:    This district is generally located at the
                                    interior of the county and is the city
                                    boundaries of McMinnxville. The parcels
                                    within this district receive all municipal
                                    services available.

      Warren County District:       This district is generally located beyond 
                                    the boundaries of the McMinnville City
                                    District extending to the county line. The
                                    municipal services available in this area
                                    are somewhat limited including less intense
                                    police services and other similar services.

Real Estate Tax Rates

      Tax Rate's Year:              1997
      McMinnville City District:    $1.86 per $100 of Assessed Value
      Warren County District:       $2.75 per $100 of Assessed Value
      Total for City Properties:    $4.61 per $100 of Assessed Value
      Tax Bill Due Date:            Between October and February

Assessment Ratio

      The taxing authority applies an assessment ratio to each property's tax
appraised value for the calculation of taxes. The assessment ratio applied is
determined by the property type as follows:

       Residential Property         25%
       Commercial Property          40%

Subject Real Estate Tax Data

       Real Estate Tax District:    City of McMinnville and Warren County
       Real Estate Tax Rate:        $4.61 per $100 of Assessed Value
       Assessment Ratio:            40%
       Tax Appraised Value:         $1,620,000

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 49
<PAGE>

                                           Real Estate Tax Analysis, cont'd.
================================================================================

Tax Comparables

================================================================================
                   Appraised    Assessed  Tax Rate    Tax        Size     Taxes
  Comparables        Value       Value     /$100    Expense      (SF)      /SF
- --------------------------------------------------------------------------------
Cumberland Plaza  $2,650,000  $1,060,000   $4.61     $48,866    145,353   $0.34
Shopping Center
- --------------------------------------------------------------------------------
Three Star Mall   $6,250,000  $2,500,000   $4.61    $115,250    202,918   $0.57
& Center
- --------------------------------------------------------------------------------
Northgate         $2,421,700    $968,680   $4.61     $44,656    129,998   $0.34
Shopping Center
- --------------------------------------------------------------------------------
Subject           $1,620,000    $648,000   $4.61     $29,873     51,844   $0.58
================================================================================

     Note: The assessed value is calculated based on a 40% assessment ratio.

Subject Tax Expense Analysis:       The subject is at the top of the tax expense
                                    per unit range indicated by the comparable
                                    properties. Northgate is an older property
                                    and reasonably lower than the subject.
                                    Cumberland Plaza was built in 1988 compared
                                    to the subject being built in 1984. The
                                    lower tax rate is probably attributed to a
                                    higher percentage of big box tenant space.
                                    Thus, the subject taxes appear to be
                                    reasonable.

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 50
<PAGE>

                                                             APPRAISAL PROCEDURE
================================================================================

Introduction

      The estimation of market value of a property that is being appraised is
accomplished by the comparison and analysis of as many techniques as are
appropriate. Three approaches are generally used to produce value indications.

Cost Approach:                      This valuation technique is based on the
                                    premise that the value of a property can be
                                    indicated by the current cost to construct a
                                    reproduction or replacement of the
                                    improvements minus the amount of
                                    depreciation evident in the structures from
                                    all causes plus the value of the land and
                                    entrepreneurial profit. The Cost Approach is
                                    particularly useful for appraising new or
                                    nearly new improvements. Current costs for
                                    constructing improvements are derived from
                                    cost estimators, cost publications, builders
                                    or contractors. Depreciation is measured by
                                    market research and/or through the
                                    application of specific mathematical
                                    procedures. Land value is estimated
                                    separately by direct sales comparison.

Sales Comparison Approach           This approach is most viable when an
                                    adequate number of properties of similar
                                    type have been sold recently or are
                                    currently offered for sale in the subject
                                    market. The application of this approach
                                    produces a value indication for a property
                                    through comparison with similar properties,
                                    called comparable sales. The sale prices of
                                    properties judged to be most comparable tend
                                    to set a range in which the value indication
                                    for the subject falls.

Income Capitalization Approach:     This approach to value is applicable to
                                    properties capable of producing a net income
                                    stream. By using the income capitalization
                                    approach, the appraiser measures the present
                                    value of the future benefits of property
                                    ownership. Income streams and the value of
                                    property upon resale (reversion) are
                                    capitalized or converted into a present,
                                    lump-sum value. Research and analysis of
                                    data for this approach are conducted against
                                    a background of supply and demand
                                    relationships. This background provides
                                    information on trends and market
                                    anticipation that must be verified for data
                                    analysis.

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 51
<PAGE>

                                                 Appraisal Procedure, cont'd.
================================================================================

Reconciliation of Approaches:      The strengths and weaknesses of each approach
                                   used are weighed in the final analysis. The
                                   approach or approaches offering the greatest
                                   quantity and quality of supporting data are
                                   typically given most consideration and the
                                   final estimate of value is correlated.

Approaches Utilized
      In This Assignment:          The Cost, Sales Comparison and Income
                                   Capitalization Approaches to value have each
                                   been utilized in estimating the market value
                                   of the subject property as of the effective
                                   date of appraisal.

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 52
<PAGE>

                                                                  LAND VALUATION
================================================================================

Introduction

      A reliable value indication for the subject parcel is provided by an
analysis and comparison of other comparable sites which have sold in the
marketplace. Many factors influence the price of land. The technique involved in
the value estimate of the land uses the principle of substitution as the basis
for analysis, and the methodology includes an analysis of what buyers in the
area have been paying for similar properties. Therefore, the value of the
subject site is derived from sales and listings of comparable properties in the
area. The comparable land sales included in this report are analyzed with
respect to market conditions (time), location, physical characteristics
(functional utility) and size.

      Dollar or percentage adjustments are made to the sale price of each
comparable. Positive adjustments are made for deficiencies in the comparable
property relative to the subject site. Negative adjustments are made for
superior characteristics of the sale relative to the subject. When sufficient
sales data is available, a "paired sales" analysis is utilized. This is a
procedure in which sales are compared in pairs to identify the effect of
specific differences on sale price. When such data is unavailable or
inconclusive, adjustments are made based on discussions with active market
participants (buyers, sellers, investors and developers), historical sales data,
or the appraiser's experience in valuing similar properties.

      The sales on the following pages are considered to have a reasonable
degree of comparability to the land being appraised. Information pertaining to
these transactions has been verified by either the buyer, seller, broker, or
other sources considered reliable and having knowledge of the particular
transaction. 

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 53
<PAGE>

                                                         Land Valuation, cont'd.
================================================================================





                                                      Comparable Land Sales Data
================================================================================

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 54
<PAGE>

                                                     LAND SALE COMPARABLE NO. 1:
================================================================================

PROPERTY DATA

   Location:   SWC of North Chancery Street and Bypass 70S, McMinnville, TN

   County:     Warren

   Grantor:    McGugin Oil Co., Inc., etal

   Grantee:    Wal-Mart Stores, Inc.

   Map(s):     059K-D

   Parcel(s):  001.00

   Sale Date:  07/18/95             Book/Page:           284 / 890


SITE DATA

   Size (Acres):     20.00

   Size (SF):        871,200

   Zoning:           C-2

   Utilities:        All available

   Frontage:         Along North Chancery Street and Bypass 70S

   Shape:            Irregular

   Topography:       Level

   Easements:        None detrimental

   Improvements:     None of value at sale date

   Intended Use:     Future Wal-Mart Store

TRANSACTION DATA

   Consideration:      $1,800,000                  Price/SF:         $2.07

   Cash Equivalent:    $1,800,000             Adj. Price/SF:         $2.07

   Financing:          All cash to seller.

   Verified By:        Homer Kirby (931-473-3181)

   Comp__Code:         1330

COMMENTS:              Wal-Mart built a 203,918 SF one story masonry store on
                       this site in 1996. This transaction is an assemblage of 8
                       tracts into one.

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 55
<PAGE>

                                                     LAND SALE COMPARABLE NO. 2:
================================================================================

PROPERTY DATA

   Location:    SEC of North Chancery Street and Bypass 70S, McMinnville, TN

   County:      Warren

   Grantor:     Mrs. McKinley Wilson

   Grantee:     Ryan's Family Steakhouse

   Map(s):      059F-D

   Parcel(s):   010

   Sale Date:   12/10/96                  Book/Page:            292 / 486

SITE DATA

   Size (Acres):     3.70

   Size (SF):        161,172

   Zoning:           C-2

   Utilities:        All available

   Frontage:         170' along North Chancery Street

   Shape:            Irregular

   Topography:       Slightly Sloping

   Easements:        None detrimental

   Improvements:     None of value at sale date

   Intended Use:     Ryan's Family Steakhouse

TRANSACTION DATA

   Consideration:       $370,000                   Price/SF:         $2.30

   Cash Equivalent:     $370,000              Adj. Price/SF:         $2.30

   Financing:           All cash to seller.

   Verified By:         Jana Miller (931-473-8337)

   Comp Code:           1331

COMMENTS:               This site is located 217 feet south of the intersection
                        of North Chancery Street and Bypass 70S.

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 56
<PAGE>

                                                     LAND SALE COMPARABLE NO. 3:
================================================================================

PROPERTY DATA

   Location:   3109 Sparta Street, McMinnville, TN

   County:     Warren

   Grantor:    Juanita King

   Grantee:    Rene C. Del Valle, et ux

   Map(s):     058

   Parcel(s):  027.02

   Sale Date:  11/18/94                   Book/Page:            281 / 652

SITE DATA

   Size (Acres):     3.52

   Size (SF):        153,331

   Zoning:           C-2 General Commercial District

   Utilities:        All available to site

   Frontage:         Along Sparta Street

   Shape:            Rectangular

   Topography:       Sloping

   Easements:        None detrimental

   Improvements:     45 year old house w/little value

   Intended Use:     Future medical office

TRANSACTION DATA

   Consideration:      $74,500                     Price/SF:         $0.49

   Cash Equivalent:    $78,000                Adj. Price/SF:         $0.51

   Financing:          All cash to seller

   Verified By:        Rene Del Valle (615-473-6632)

   Comp__Code:         880

COMMENTS:              There was a small house on this tract at the time of
                       sale, it was removed at a cost of $3,500.

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 57
<PAGE>

                                  Land Sale Map

                                [GRAPHIC OMITTED]

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 58
<PAGE>

                                         COST APPROACH - LAND VALUATION ANALYSTS
================================================================================

Comparable Land Sales Summary

     ----------------------------------------------------------------------
                      Subject       Sale # 1      Sale # 2      Sale # 3
     ----------------------------------------------------------------------
     Sale Date        Current       07/18/95      12/10/96      11/18/94
     ----------------------------------------------------------------------
     Size/Acre         5.11          20.00          3.70          3.52
     ----------------------------------------------------------------------
     Zoning             C-2            C-2           C-2           C-2
     ----------------------------------------------------------------------
     SP/SF              N/A          $2.07         $2.30         $0.51
     ----------------------------------------------------------------------
                                                       
Introduction

      A search for comparable land sales within the subject neighborhood and
competitive locales was conducted by the appraiser. The appraiser consulted with
local real estate agents knowledgeable of the subject market and researched
public records for pertinent information. The sales used herein represent the
most comparable data available at the time of the report. Adjustments to these
land prices for market financing, market conditions (time), location, physical
characteristics (functional utility) and size, as they relate to the subject
property, are made accordingly.

      Following is a discussion of the major factors which influence the value
of the subject site. It should be noted that financing, conditions of sale and
time adjustments are made first to each of the comparables in order to reflect
authentic and current pricing trends, The net percentage of the remaining
adjustments for location, physical characteristics (utility) and size is then
applied to the "time adjusted" sales price to reflect the indicated value of the
subject.

Unit of Comparison:                  SP/SF; sales price per square foot

      Analysis:                      Discussions with brokers and developers in
                                     the subject market indicated that this is
                                     the basic unit of comparison from which
                                     they make their acquisition decisions for
                                     land similar to the subject.

Financing:                           The transactions are either all cash
                                     transactions or are considered to represent
                                     typical market financing and do not require
                                     an adjustment for non-market financing. As
                                     such, no adjustments are made for factors
                                     relating to financing.

Conditions of Sale:                  All of the comparable sales are considered
                                     to have typical conditions of sale,
                                     therefore no adjustments were made.

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 59
<PAGE>

                                                Land Valuation Analysis, Cont'd.
================================================================================

Market Conditions:

      Description:                   This adjustment, often referred to as the
                                     "time adjustment", reflects the direction
                                     of change in the market from the sale date
                                     of the comparable to the valuation date of
                                     the subject property.

      Analysis:                      All of the comparable sales have a similar
                                     age. As such, no adjustments are deemed
                                     appropriate for the comparables.

Location:

      Description:                   Locational features include visibility,
                                     access and proximity to other quality
                                     development.

      Analysis:                      Two of the sales are located in close
                                     proximity to the subject property. However,
                                     Sale No. 3 is in a far removed location of
                                     McMinnville on the northeast side away from
                                     the main retail/commercial locations. The
                                     adjustments required by matched pairs
                                     comparison are so large, it is considered
                                     unnecessary to actually apply the
                                     adjustment in the grid.

Physical Characteristics

      The analysis of physical attributes considers shape, frontage, topography,
zoning and the availability of public utilities. Only those physical
characteristics which impact the sales price of the comparable relative to the
subject will be addressed. The physical elements of the sales as they relate to
the subject are addressed as follows.

       Shape

         Description:                The shape of a site will determine its
                                     adaptability to possible uses. Some
                                     configurations may restrict structural
                                     design or limit the buildable/usable area
                                     of the parcel. A site must have adequate
                                     depth to accommodate the layout of the
                                     improvements, but should not be excessive
                                     in relation to the parcel's frontage and
                                     size.

         Analysis:                   All of the comparable sales have a shape
                                     adequate for their intended use. As such,
                                     no adjustments are deemed appropriate for
                                     factors relating to shape for all of the
                                     comparables.

      Frontage:

         Description:                The amount of street frontage is important
                                     to commercial properties and, in
                                     particular, retail properties.

         Analysis:                   All of the comparable sales have a adequate
                                     street frontage for their intended use. As
                                     such, no

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 60
<PAGE>

                                                Land Valuation Analysis, Cont'd.
================================================================================

                                     adjustments are deemed appropriate for
                                     factors relating to frontage for all of the
                                     comparables.

      Topography:
 
         Description:                The topography of a site can significantly
                                     impact the costs of development.
                                     Consideration must be given to the contour,
                                     grade and drainage of the sale tracts in
                                     relation to the appraised property.

         Analysis:                   The subject tract has a level topography.
                                     All of the comparable sales were considered
                                     to have similar topographical
                                     characteristics at the time of sale. Thus,
                                     no adjustments for topography are deemed
                                     necessary to the sales.

      Zoning:

         Description:                Zoning is often the most basic criteria in
                                     selecting comparables. Sites zoned the same
                                     as the subject property are the most
                                     appropriate comparables. When sufficient
                                     sales in the same zoning category are not
                                     available, data from similar categories may
                                     be used after adjustments have been made.
                                     These adjustments are based on the
                                     allowable uses, permitted density and
                                     restrictions within the ordinance in
                                     comparison to the subject.

         Analysis:                   All of the sales utilized in this land
                                     valuation have the same or comparable
                                     zoning designation as the subject.

      Utilities:

         Description:                The availability and proximity to public
                                     utilities (water, sewer, electricity, gas
                                     and telephone) is an important attribute to
                                     the development of any property. This
                                     adjustment reflects the difference in sales
                                     price caused by the distance and capacity
                                     of utility services to the comparable sites
                                     and also considers the cost of bringing
                                     utilities to the tract.

         Analysis:                   All utilities were available to the
                                     comparable sites at the time of their sale,
                                     as they are to the subject. No adjustment
                                     is made for factors associated with
                                     utilities.

      Size:

         Description:                Most types of development have an optimal
                                     site size. If a site is larger than
                                     optimal, the value of the excess land tends
                                     to decline at an accelerating rate. As a
                                     result, larger tracts of land typically
                                     sell for less per unit of comparison than
                                     smaller parcels, all other factors being
                                     equal.

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 61
<PAGE>

                                                Land Valuation Analysis, Cont'd.
================================================================================

          Analysis:                  The subject land contains 5.110 acres of
                                     land. The comparable sales have land sizes
                                     ranging from 3.52 to 20.00 acres. Sale No.
                                     1 is considered far larger than optimal and
                                     slight adjustments are made for size.

      On the following page is an adjustment grid of the comparable sales
utilizing the adjustments noted in the previous analysis.

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 62
<PAGE>

                      Comparable Land Sales Adjustment Grid

                              Subject     Sale #1     Sale #2     Sale #3
                                       --------------------------------------
Sale Price                                 $2.07       $2.30        $0.51
                                       --------------------------------------
Elements of Comparison
                                       --------------------------------------
Date Of Sale                              07/18/95    12/10/96    11/18/94
                                       --------------------------------------
    Comparison                            Similar     Similar     Similar
                                       --------------------------------------
    Adjustment                               0%          0%          0%
                                       --------------------------------------

                                       --------------------------------------
Adjusted Price                             $2.07       $2.30       $0.51
                           --------------------------------------------------
Location                       Good        Good        Good       Average
                           --------------------------------------------------
    Comparison                            Similar     Similar     Inferior
                                       --------------------------------------
    Adjustment                               0%          0%          0%
                           --------------------------------------------------
Shape                       Irregular    Irregular   Irregular   Rectangular   
                           --------------------------------------------------
    Comparison                            Similar     Similar     Similar
                                       --------------------------------------
    Adjustment                               0%          0%          0%
                           --------------------------------------------------
Frontage                       Good        Good        Good       Average
                           --------------------------------------------------
    Comparison                            Similar     Similar     Similar
                                       --------------------------------------
    Adjustment                               0%          0%          0%
                           --------------------------------------------------
Topography                    Level        Level      Slightly    Sloping
                                                      Sloping 
                           --------------------------------------------------
    Comparison                            Similar     Similar     Similar
                                       --------------------------------------
    Adjustment                               0%          0%          0%
                           --------------------------------------------------
Zoning                         C-2          C-2         C-2         C-2     
                           --------------------------------------------------
    Comparison                            Similar     Similar     Similar
                                       --------------------------------------
    Adjustment                               0%          0%          0%
                           --------------------------------------------------
Utilities                       All           All         All         All    
                             available     available   available   available 
                           --------------------------------------------------
    Comparison                            Similar     Similar     Similar
                                       --------------------------------------
    Adjustment                               0%          0%          0%
                           --------------------------------------------------
Size/Acre                      5.11        20.00        3.70        3.52
                           --------------------------------------------------
    Comparison                            Inferior    Similar     Similar
                                       --------------------------------------
    Adjustment                              10%          0%          0%
                           --------------------------------------------------
Other                          N/A
                           --------------------------------------------------
    Comparison                            Similar     Similar     Similar
                                       --------------------------------------
    Adjustment                               0%          0%          0%
                                       --------------------------------------
Net Adjustment                              10%          0%          0%
                                       --------------------------------------
Final Adjustment Sale Price                $2.28       $2.30       $0.51
                                       --------------------------------------

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 63
<PAGE>

                                                Land Valuation Analysis, Cont'd.
================================================================================

Reconciliation

      The sales prices ranged from $0.51 to $2.30 per square foot before the
adjustment process. Excluding Sale No. 3, which has a substantially inferior
location, the indicated value of the subject property ranged between $2.28 and
$2.30 per square foot after analysis. The adjusted value range is considered
very narrow and provides consistent and reliable data from which to estimate the
subject's land value. The most weight is placed on Sale No. 2 because of it's
size and location. In the final analysis, the subject's land value was based on
the high end of the range of sales.

      Based on this analysis, a value of $2.30/SF is considered highly
supportable. Thus, the market value of the fee simple interest in the subject
parcel as if vacant, contingent to the assumptions and limiting conditions
stated herein, as of October 21, 1997 is calculated below:

                               Land Value Estimate

                   Land Size (SF)                    222,583

                   Estimated Value/SF      x           $2.30
                                                       -----
                   Estimated Value                  $511,941

                   Rounded                          $512,000

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 64
<PAGE>

                                                                   COST APPROACH
================================================================================

Introduction

      The principle of substitution is basic to the Cost Approach. The principle
affirms that no prudent investor would pay more for a property than the amount
for which the site can be acquired and for which improvements that have equal
desirability and utility can be constructed without undue delay. An indication
of value may be produced by adding the depreciated value of the improvements to
the land value estimated by market (direct sales) comparison. The depreciated
value of the improvements is determined by first estimating the reproduction or
replacement cost new and subtracting depreciation from all causes, if any.

      In providing complete building cost estimates, an appraiser must consider
direct (hard) costs, and indirect (soft) costs. Both types of costs are
essential for a reliable reproduction or replacement cost estimate. In addition,
any entrepreneurial profit likely to be realized from the building project must
be estimated.

Cost Data

      Source: Marshal Valuation Service Manual - calculator cost

      About the Source: This publication is a widely accepted cost data source
in the appraisal industry. The cost data presented in this manual are based on
years of valuation experience, thousands of appraisals and continual analysis of
the costs of new buildings. This publication has been recognized as an authority
in the appraisal field for over fifty years.

      Costs Included In Source: The base calculator costs depicted in the
Marshal Valuation Service Manual include the following:

      1.    Architects's and engineer's fees;

      2.    Normal interest on only the building improvement funds during the
            period of construction and processing fee or service charge;

      3.    Sales taxes on materials;

      4.    Normal site preparation including finish, grading and excavation for
            foundation and backfill;

      5.    Utilities from structure to lot line figured for typical setback;

      6.    Contractor's overhead and profit including job supervision,
            workmen's compensation, fire and liability insurance, unemployment
            insurance, equipment , temporary facilities, security, etc.

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 65
<PAGE>

                                                          Cost Approach, cont'd.
================================================================================

      Costs Not Included In Source: The base calculator costs depicted in the
Marshal Valuation Service Manual do not include the following:

      1.    Costs of buying or assembling land such as escrow fees, legal fees,
            property taxes, right of way costs, demolition, storm drains, or
            rough grading, are considered costs of doing business or land
            improvement costs.

      2.    Pilings or hillside foundations;

      3.    Interest or taxes on the land;

      4.    Feasibility studies, appraisal or consulting fees, etc.;

      5.    Discounts or bonuses paid for financing, project bond issues,
            development overhead or fixture and equipment purchases, etc.;

      6.    Yard improvements including signs, landscaping, paving, walls, yard
            lighting, pools or other recreation facilities;

      7.    Off site costs including roads, utilities, park fees,
            jurisdictional hook-up, tap, impact or entitlement fees and
            assessments, etc.;

      8.    Marketing costs to create first occupancy including model or
            advertising expenses, leasing or broker's commissions or temporary
            operation of property owners associations.

Subject's Marshall Valuation Cost Data

      Summary of Subject General Building Characteristics:

          Property Type:             Neigborhood shopping center
          Structure:                 Masonry
          No. of Stories:            1
          Gross Building Area:       51,844 SF

      Classification                Class C Neighborhood Center

      Type (Quality)                Average

      Region/Climate                Central/Moderate

      Page Reference                Section 13, Page 27

      Page Reference Date           September 1995

      Current Multiplier Page       September 1997

      Local Multiplier Page Date    October 1997

      Cost Method                   Calculator; therefore, replacement cost

      The reader is directed to the base cost and adjustments presented on the
following page.

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 66
<PAGE>

                                                          Cost Approach, cont'd.
================================================================================

      MVS Base Cost & Adjustments

               ============================================================
                 1   Base Square Foot Cost                  $46.08
               ------------------------------------------------------------
                 2   Square Foot Refinements
               ------------------------------------------------------------
                 3   Heating Cooling, ventilation           $0.00
               ------------------------------------------------------------
                 4   Elevator                               $0.00
               ------------------------------------------------------------
                 5   Sprinkeler System                      $1.25
                                                            -----
               ------------------------------------------------------------
                 6   Total SF Refinements                  $47.33
               ------------------------------------------------------------
               
                     Height & Size Refinements
               ------------------------------------------------------------
                 7   Number of Stories Multiplier           1.00
               ------------------------------------------------------------
                 8   Height per story multiplier            1.00
               ------------------------------------------------------------
                 9   Floor area-perimeter multiplier        0.81
                                                            ----
               ------------------------------------------------------------
                10   Combined multipliers (7x8x9)           0.81
               ------------------------------------------------------------
               
                                   Final Calculations
               ------------------------------------------------------------
               11    Refined SF Cost (Line 6x10)          $38.34
               ------------------------------------------------------------
               12    Current cost multiplier                1.06
               ------------------------------------------------------------
               13    Local multiplier                       0.90
                                                            ----
               ------------------------------------------------------------
               14    Final SF Cost (Line 11 x 12 x 13)    $36.57
               ============================================================

     Site Improvements
       & Other Hard Costs:           Site improvement cost and other hard costs
                                     related to the improvements must be added
                                     to the base structural cost estimate. The
                                     reader is directed to the Cost Summary
                                     exhibit at the end of this report section
                                     for a summary of these costs.

     Indirect Costs:                 Indirect costs not included in the Marshall
                                     Valuation base costs include loan interest
                                     on land, lease-up costs and professional
                                     fees. Calculations for the loan interest on
                                     land and lease-up costs are presented
                                     below.

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 67
<PAGE>

                                                          Cost Approach, cont'd.
================================================================================

      Land Loan Interest Calculations:

                                Land Value Estimate                   $ 512,000

                                Construction Interest Rate        x        9.00%

                                Construction Period (Years)       x        0.75
                                                                           ----
                                 Land Interest                    =     $34,560

      Lease-up Cost Calculations:

                                 Commissions                    
                                                                
                                  Market Rent/SF                          $9.12
                                                                
                                  Net Rentable Area (SF)          x      51,844
                                                                
                                  Commissions %                   x        6.00%
                                                                
                                  Average years of leases         x        5.00
                                                                           ----
                                 Commission Cost, Rounded         =    $141,800
                                                                
                                 Plus: Other (marketing, etc.)    +           0
                                                                           ----
                                 Total Lease-up Costs             =    $141,800
                                                                  
Total Replacement Cost New
(Improvements, Profit & Land):   $5,026,000

Analysis of Depreciation

Introduction - Accrued Depreciation

      Accrued depreciation is a loss in value from the reproduction or
replacement cost of improvements due to any cause as of the date of appraisal.
The value difference may emanate from physical deterioration, functional
obsolescence, external obsolescence, or any combination of these sources. A
description of each of these forms of depreciation as they apply to the
appraised property is detailed as follows:

Physical Deterioration

      Physical deterioration is the result of wear, tear and weathering. This
form of depreciation can be divided into two categories - curable and incurable.

      Physical Curable:
          Description:               Refers to items of deferred maintenance
                                     which are in need of repair on the date of
                                     the appraisal in order to restore occupancy
                                     or marketability. Deferred maintenance
                                     includes minor refurbishing of painted,
                                     tiled or carpeted surfaces. It also
                                     includes deferred repairs of mechanical
                                     systems,

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 68
<PAGE>

                                                          Cost Approach, cont'd.
================================================================================

                                     the building exterior roof cover and the
                                     parking areas.

          Subject Analysis:          This is an 13-year old property; no
                                     deferred maintenance.


      Physical Incurable:
          Description:               Involves an estimate of deterioration that
                                     is not practical or currently feasible to
                                     correct. It pertains to structural elements
                                     that were not listed in the physically
                                     curable category. Generally, incurable
                                     physical deterioration is a product of the
                                     aging of major structural components such
                                     as the foundation, framing, walls,
                                     plumbing, electrical, mechanical and roof
                                     systems. In order to estimate the
                                     depreciation charged for this category, the
                                     physical age-life method is applied to the
                                     current reproduction or replacement cost of
                                     the entire structure less the components
                                     treated as curable.

          Subject Analysis:          The reader is directed to the Description
                                     of Improvements Analysis for the analysis
                                     of effective age and economic life.
                                     Employing the physical age-life (straight
                                     line) method of estimating physical
                                     incurable deterioration, the calculations
                                     are made as follows:

                                       Physical Incurable Calculations

                                         Actual Age                          13

                                         Effective Age                       10

                                         Divide by Economic Life             50
                                                                             --
                                         Incurable Physical %             20.00%

                                         Remaining Economic Life             40



                                       Calculations:

                                         Replacement Cost New        $4,514,097

                                         Less Physical Curable                0
                                                                             --
                                         Subtotal                    $4,514,097

                                         Incurable Physical %                20%
                                                                             --
                                         Incurable Physical Estimate   $902,819

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 69
<PAGE>

                                                          Cost Approach, cont'd.
================================================================================

Functional Obsolescence

      This is the adverse effect on value resulting from defects in design. It
can also be caused by changes that, over time, have made some aspect of a
structure, material or design obsolete by current standards. Functional
obsolescence is generally attributable to deficiencies or superadequacies
inherent in the improvements and the defect may be curable or incurable.

      Functional Curable
          Description:               To be curable, the cost of replacing the
                                     outmoded or unacceptable aspect must be at
                                     least offset by the anticipated increase in
                                     value. The measure of curable functional
                                     obsolescence is the cost to effect the
                                     cure.

          Subject Analysis:          The physical inspection of the subject
                                     indicated the property has no functional
                                     curable obsolescence.

      Functional Incurable
          Description:               Involves an estimate of obsolescence that
                                     is not practical or currently feasible to
                                     correct. It pertains to structural elements
                                     that were not listed in the functional
                                     curable category. Capitalization of the net
                                     income loss is the commonly accepted
                                     approach to the measurement of incurable
                                     functional obsolescence.

          Subject Analysis:          The inspection of the subject property and
                                     a review of the plans provided indicate
                                     that the two-story design of the subject
                                     improvements is functional. Therefore, no
                                     functional incurable obsolescence was noted
                                     in the subject property.

External Obsolescence

      External obsolescence, which is the result of the diminished utility of a
structure due to negative influences from outside the site, is always incurable.
It can be caused by a variety of factors - neighborhood decline, the property's
location in a community, or market conditions. Only the portion of the loss that
is applicable to the improvements is deducted from the current replacement cost
since the effect of external influences on land value is calculated in the land
valuation. In the absence of comparable sales subject to the same negative
influence, the best method of measuring external obsolescence is by
capitalization of the rent loss or discounting of the rent loss over the
affected time period.

      Subject Analysis:              The subject has good access and conforms to
                                     surrounding development. Considering the
                                     general market rent levels and high
                                     occupancy of the

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 70
<PAGE>

                                                        Cost Approach, cont'd.
================================================================================

                                     neighborhood retail centers, no external
                                     obsolescence exits.

Accrued Depreciation Summary

                                       Physical Curable                       $0

                                       Physical Incurable               $902,819

                                       Functional Curable                     $0

                                       Functional Incurable                   $0

                                       External                               $0
                                                                              --
                                        Total Accrued Depreciation      $902,819

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 71
<PAGE>

COST APPROACH SUMMARY
================================================================================

Direct Costs                                                  Marshall Valuation
                                                              Cost Estimates
                                                              --------------

Structural Improvements

    Property Size 51,844 SF @          $36.57 /SF   =                $1,896,131
                                                                    
Special Tenant Improvements*                                        
                                                                    
BiLo                 38,864  SF @      $24.00  /SF  =                  $932,736
No tenant                 0  SF @       $0.00  /SF  =                        $0
No tenant                 0  SF @       $0.00  /SF  =                        $0
Small Shop Allowar   12,980  SF @      $24.00  /SF  =                  $311,520
                                                                    
Site Improvements                                                   
                                                                    
Asphalt Paving       170,000 SF @       $1.50 /SF   =     $255,000  
Fence                      0 LF @      $13.00 /LF   =            0  
Signage & Lighting:                                         25,000  
Landscaping:                                                30,000  
Site Preparation                                            30,000  
Traffic Light Installation:                                      0  
Additional Fees & Permits                                   25,000  
                                                        ----------
                                                                    
                    Subtotal Site Improvements:                         365,000
                                                                     ----------
                    Total Direct Costs:                              $3,505,387
                                                                    
Indirect Costs                                                      
                                                                    
                    Land Loan Interest:                    $34,560  
                    Lease-Up Costs:                        141,800  
                    Professional Fees:                      80,000
                                                        ----------
                      Total Indirect Costs:                             256,360
                                                                     ----------
Total Direct and Indirect Costs:                                     $3,761,747

Entrepreneurial Profit as % of Direct/Indirect Costs, Rd.       20%     752,349
                                                                     ----------
Total Cost New of Improvements and Profit:                           $4,514,097

Less: Accrued Depreciation                                             (902,819)
                                                                     ----------
Depreciated Cost of Improvements:                                    $3,611,278

Plus: Estimated Land Value by Market Comparison:                        512,000
                                                                     ----------
Value Indicated by the Cost Approach:                                $4,123,278
                                                                    
                    Stabilized Value Estimate, Rounded               $4,100,000
                    Less: Lease-Up Costs to Stabilization                     0
                                                                     ----------
                    Cost Approach As Is Value Estimate:              $4,100,000

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 72
<PAGE>

                                                       SALES COMPARISON APPROACH
================================================================================

Introduction

      The application of this approach produces an estimate of value by
comparing the subject with properties which recently sold or which are currently
offered for sale in the same or competing areas. This approach is most viable
when an adequate number of properties of similar type have been sold recently.
The sales comparison approach is essential to almost every appraisal of real
property.

      In applying the sales comparison approach, the appraiser must complete
five steps:

      1.    Seeks out similar properties for which pertinent sales, listings,
            offerings, and/or rental data are available.

      2.    Ascertains the nature of the conditions of sale, including the
            price, terms, motivating forces, and its bona fide nature.

      3.    Analyzes each of the comparable properties' important attributes
            with the corresponding ones of the property being appraised, under
            the general divisions of conditions of sale, financing terms, market
            conditions (time), location, physical characteristics and income
            characteristics.

      4.    Considers the dissimilarities in the characteristics disclosed in
            Step 3, in terms of their probable effect on the sale price.

      5.    Formulates, in light of the comparison thus made, an opinion of the
            relative value of the subject property as a whole, or where
            appropriate, by applicable units, compared with each of the similar
            properties.

      After completing the necessary research, the property sales on the
following pages are considered the most comparable available transactions for
analysis and comparison with the subject.

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 73
<PAGE>

                                              Sales Comparison Approach, cont'd.
================================================================================



                                                  Comparable Improved Sales Data
================================================================================

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 74
<PAGE>

                                             RETAIL CENTER SALE COMPARABLE NO.1:
================================================================================


                            PHOTOGRAPH NOT AVAILABLE


PROJECT DATA

     Comp__Code:   222

   Project Name:   Plaza South Shopping Center

       Location:   815 South Tennessee Blvd.; SE/s of S. Tennessee Blvd., S of 
                   Mercury, Murfreesboro, TN Blvd.

         County:   Rutherford

        Grantor:   Orlanda Hills Associates

        Grantee:   JDN Realty

PROPERTY DATA

      Net Rentable Area (SF):     71,028

                   Land Size:     9.00 Acres

         Land/Building Ratio:     5.5:1

                  Year Built:     1984

                   Occupancy:     100%

                Construction:     1-story concrete block

                   Condition:     Average

              Anchor Tenants:     Kroger Grocery (64%)

      Date of Sale:      07/22/97       Book/Page:       602 / 006

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 75
<PAGE>

                                    Retail Center Sale Comparable No. 1, cont'd.
================================================================================

   Map(s):          103H          103I-B

   Parcel(s):       014

TRANSACTION DATA

   Actual Consideration:    $3,488,100           Cash Equivalent:    $348,100

   Financing:               All cash to seller

   First Mortgage:          $0

   Other Mortgages:         $0

   Total Mortgages:         $0                      Actual Equity:    $3,488,100

   Verified By:             Laurie Farris (615-292-5288)

        OPERATING DATA:                  Total $          Per SF      % of GAI

   Gross Annual Income:                $ 552,583          $ 7.78      100.00%

          Less Vacancy:               ($  24,809)        ($ 0.35)      -4.49%
                                      ----------         -------      ------ 

Effective Gross Income:                $ 527,774          $ 7.43       95.51%

         Less Expenses:               ($ 157,485)        ($ 2.22)      -28.5%
                                      ----------         -------      ------ 

  Net Operating Income:                $ 370,289          $ 5.21       67.01%

          Debt Service:                      N/A          $ 0.00        0.00%
                                      ----------         -------      ------ 

             Cash Flow:                $ 370,289          $ 5.21       67.01%


UNITS OF COMPARISON                         Actual

                           GIM:              6.31

                 Effective GIM:              6.61

                  Overall Rate:             10.62%

               Equity Dividend:             10.62%

            Sales Price Per SF:            $49.11

COMMENTS:             This center is located on the northeast side of
                      Murfreesboro close to the Middle Tennessee State
                      University campus. Murfreesboro has recently undergone an
                      explosive population growth. The expenses are based on
                      taxes of $1.04/SF, CAM of $0.61, insurance of $0.17 and a
                      management fee of 4%. The reserves are estimated by the
                      appraisers at $0.10/SF. Kroger only had 7 years remaining
                      on the lease term.

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 76
<PAGE>

                                             RETAIL CENTER SALE COMPARABLE NO.2:
================================================================================



                            PHOTOGRAPH NOT AVAILABLE


PROJECT DATA

    Comp__Code:    204

  Project Name:    North Nixson Marketplace Shopping Center

      Location:    Hixson Place and Camp Columbus Road, Chattanooga, TN

        County:    Hamilton

       Grantor:    North Nixson, LLC

       Grantee:    Amberjack, Ltd.

PROPERTY DATA

    Net Rentable Area (SF):    63,270

                 Land Size:    9.24 acres

       Land/Building Ratio:    6.4:1
 
                Year Built:    1995

                 Occupancy:    96%

              Construction:    1-story with split face block

                 Condition:    Good

            Anchor Tenants:    Winn Dixie & Big "B" Drugs (83%)

   Date of Sale:     03/15/96      Book/Page:    N / A

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 77
<PAGE>

                                    Retail Center Sale Comparable No. 2, Cont'd.
================================================================================

   Map(s):           N/A

   Parcel(s):        N/A

TRANSACTION DATA

   Actual Consideration:    $4,760,000           Cash Equivalent: $4,760,000

   Financing:               All cash to seller.

   First Mortgage:          $0

   Other Mortgages:         $0

   Total Mortgages:         $0                      Actual Equity:  $4,760,000

   Verified By:             Dick Schmalz (205-871-23617)

        OPERATING DATA:                  Total $           Per SF       % of GAI

   Gross Annual Income:                 $ 623,083         $   9.85      100.00%

          Less Vacancy:                 ($ 13,057)        ($  0.21)      -2.10%
                                        ---------         --------      ------
Effective Gross Income:                 $ 610,026         $   9.64       97.90%

         Less Expenses:                 ($127,697)        ($  2.02)     -20.49%
                                        ---------         --------      ------

  Net Operating Income:                 $ 482,329         $   7.62       77.41%

          Debt Service:                 $       0         $   0.00        0.00%
                                        ---------         --------      ------

             Cash Flow:                 $ 482,329         $   7.62       77.41%

            UNITS OF COMPARISON           Actual

                           GIM:             7.64

                 Effective GIM:             7.80

                  Overall Rate:            10.13%

               Equity Dividend:            10.13%

            Sales Price Per SF:           $75.23

COMMENTS:      This is a one-story neighborhood shopping center with split-face
               concrete block exterior walls and synthetic stucco on a steel
               stud canopy. Other tenants are Movie Gallery and Sally's Beauty
               Salon. Tenant expenses are CAM, taxes and insurance. At the time
               of sale, there were two vacant local shops containing 2,400 SF.
               Expense contributions included in potential gross income and
               local vacancy. The vacancy is based on 10% of local shop income
               plus expense contributions. The expenses are based on 4%
               management, excluding contributions, $1.59/SF for taxes, CAM and
               insurance plus $0.10/SF for reserves. The estimated expenses

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 78
<PAGE>

                                    Retail Center Sale Comparable No. 2, Cont'd.
================================================================================

               were consistent with Grantor's proforma. Average local shop space
               rent for leased space was $10.45/SF.

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 79
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 3:
================================================================================

                            PHOTOGRAPH NOT AVAILABLE


PROJECT DATA

      Comp__Code:   210

    Project Name:   Market Place Shopping Center

        Location:   U.S. Highway 74, Shelby, NC

          County:   Cleveland

         Grantor:   ING and Bosch Properties

         Grantee:   Mid-America Capital

PROPERTY DATA

    Net Rentable Area (SF):    197,787

                 Land Size:    23.27 acres

       Land/Building Ratio:    5:1

                Year Built:    1987

                 Occupancy:    100%

              Construction:    1-story masonry

                 Condition:    Good

            Anchor Tenants:    Wal-Mart, Bi-Lo, Goody's and Revco (85%)

    Date of Sale:       05/14/96        Book/Page:          N / A

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 80
<PAGE>

                                    Retail Center Sale Comparable No. 3, cont'd.
================================================================================

   Map(s):           N/A

   Parcel(s):        N/A

TRANSACTION DATA

   Actual Consideration:   $8,350,000           Cash Equivalent: $8,350,000

   Financing:              All cash to seller.

   First Mortgage:         $0

   Other Mortgages:        $0

   Total Mortgages:        $0                     Actual Equity:  $8,350,000

   Verified By:            Grantee

        OPERATING DATA:                   Total $           Per SF     % of GAI

   Gross Annual Income:                $ 1,103,124         $   5.58     100.00%

          Less Vacancy:                ($   33,094)        ($  0.17)     -3.00%
                                       -----------         --------     ------ 

Effective Gross Income:                $ 1,070,030         $   5.41      97.00%

         Less Expenses:                ($  220,000)        ($  1.11)    -19.94%
                                       -----------         --------     ------ 

  Net Operating Income:                $   850,030         $   4.30      77.06%

          Debt Service:                $         0         $   0.00       0.00%
                                       -----------         --------     ------ 
             Cash Flow:                $   850,030         $   4.30      77.06%

            UNITS OF COMPARISON            Actual

                           GIM:              7.57

                 Effective GIM:             7.80

                  Overall Rate:            10.18%

               Equity Dividend:            10.18%

            Sales Price Per SF:            $42.22

COMMENTS:      This property is located in a rural community and serves as the
               primary retail facility for a large trade area. The block
               building was completed in 1987 and renovated in 1994. Overall,
               the property has good market appeal. Occupancy was 100% at the
               time of sale. Anchor spaces comprise nearly 85% of the total
               center space. The center reportedly included one vacant out
               parcel, however, information regarding the Grantee's perceived
               value of the out parcel was not available.

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 81
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 4:
================================================================================

                            PHOTOGRAPH NOT AVAILABLE

PROJECT DATA

    Comp __ Code:   203

    Project Name:   Village at Moody Shopping Center

        Location:   NEC of IH-20 and US Highway 411, Moody, AL

          County:   St. Clair

         Grantor:   FS Partnership, Ltd.

         Grantee:   Birmingham Realty

PROPERTY DATA

    Net Rentable Area (SF):  60,800

                 Land Size:  8.43 acres

       Land/Building Ratio:  6:1

                Year Built:  1995

                 Occupancy:  Good

              Construction:  1-story masonry

                 Condition:  100%

            Anchor Tenants:  Winn Dixie (72.4%)

    Date of Sale:     02/14/96      Book/Page:      261 / 313

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 82
<PAGE>

                                    Retail Center Sale Comparable No. 4, cont'd.
================================================================================

   Map(s):           59-26-2-10-              0-1

   Parcel(s):        16.000

TRANSACTION DATA

   Actual Consideration:    $4,485,000           Cash Equivalent:    $4,485,000

   Financing:               Loan assumption.

   First Mortgage:          $3,000,000

   Other Mortgages:         $0

   Total Mortgages:         $3,000,000              Actual Equity:    $1,485,000

   Verified By:             Paul Spina (205-733-1131)

        OPERATING DATA:                 Total $           Per SF       % of GAI

   Gross Annual Income:                $ 533,922          $   8.78      100.00%

          Less Vacancy:                ($  9,920)         ($  0.16)      -1.86%
                                       ---------          --------      ------

Effective Gross Income:                $ 524,002          $   8.62       98.14%

         Less Expenses:                 ($90,572)         ($  1.49)     -16.96%
                                       ---------          --------      ------

  Net Operating Income:                $ 433,430          $   7.13       81.18%

          Debt Service:                $       0          $   0.00        0.00%
                                       ---------          --------      ------

             Cash Flow:                $ 433,430          $   7.13       81.18%

UNITS OF COMPARISON                         Actual

                           GIM:              8.40

                 Effective GIM:              8.56

                  Overall Rate:             9.66%

               Equity Dividend:               N/A

            Sales Price Per SF:            $73.77

COMMENTS:      This in-line one-story masonry neighborhood shopping center has
               brick veneer on the front and sides. Concrete block covers the
               rear. At the time of sale, this center was less than one year old
               and did not have a complete year of operating history. Potential
               gross income includes contract rent plus estimated expense
               contributions. The expenses include a 4% management fee, taxes at
               $0.58/SF. This center is located at the northeast corner of IH-20
               and US Highway 411 in Moody Alabama. This area is a rapidly
               growing commercial district in the Birmingham/Atlanta interstate
               corridor.

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 83
<PAGE>

                                             RETAIL CENTER SALE COMPARABLE NO.5:
================================================================================


                            PHOTOGRAPH NOT AVAILABLE


PROJECT DATA

     Comp__Code:   219

   Project Name:   Pine Valley Shopping Center

       Location:   3600 South College Road, Wilmington, NC

         County:   New Hanover

        Grantor:   Prime Properties Ventures, LLC

        Grantee:   Pine Valley Commercial Center Number One

PROPERTY DATA

    Net Rentable Area (SF): 60,000

                 Land Size: 5.38

       Land/Building Ratio: 3.9:1

                Year Built: 1990

                 Occupancy: 100%

              Construction: 1-story masonry with stucco cover

                 Condition: Good

            Anchor Tenants: Food Lion and Revco (71%)

   Date of Sale:       04/28/96      Book/Page:           2024 / 927

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 84
<PAGE>

                                    Retail Center Sale Comparable No. 5, cont'd.
================================================================================

   Map(s):           N/A

   Parcel(s):        N/A

TRANSACTION DATA

   Actual Consideration:    $4,400,000           Cash Equivalent: $4,400,000

   Financing:               All cash to seller.

   First Mortgage:          $0

   Other Mortgages:         $0

   Total Mortgages:         $0                     Actual Equity:    $4,400,000

   Verified By:             Phil Krauss

        OPERATING DATA:                  Total $          Per SF        % of GAI

   Gross Annual Income:                $ 478,952          $ 7.98         100.00%

          Less Vacancy:                ($ 14,369)         ($0.24)        -3.00%
                                       ---------          ------         ------

Effective Gross Income:                $ 464,583          $ 7.74          97.00%

         Less Expenses:                ($ 24,583)         ($0.41)         -5.13%
                                       ---------          ------         ------

  Net Operating Income:                $ 440,000          $ 7.33          91.87%

          Debt Service:                $       0          $ 0.00           0.00%
                                       ---------          ------         ------

             Cash Flow:                $ 440,000          $ 7.33          91.87%

            UNITS OF COMPARISON             Actual

                           GIM:              9.19

                 Effective GIM:              9.47

                  Overall Rate:             10.00%

               Equity Dividend:             10.00%

            Sales Price Per SF:            $73.33

COMMENTS:      This neighborhood center is in a good location in a growth
               corridor south of Wilmington. The buyer indicated that
               approximately 85% of the cash flow was derived from a credit
               tenant base. The buyer also indicated that the center was
               purchased on a 10% overall capitalization rate. The appraisers
               only had access to the NOI. Therefore, the appraisers have
               estimated the gross income, vacancy and expenses.

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 85
<PAGE>

                               Comparable Sale Map

                               [GRAPHIC OMITTED]

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 86
<PAGE>

                                            SALES COMPARISON APPROACH - ANALYSIS
================================================================================

Comparable Improved Sales Summary

<TABLE>
<CAPTION>

Sale No.          Subject             1             2             3            4            5       
==============================================================================================
<S>               <C>      <C>           <C>           <C>            <C>         <C>
Name/Address                Plaza South  North Nixson  Market Place   Village at  Pine Valley
                               Shopping   Marketplace      Shopping        Moody     Shopping
                                 Center,     Shopping        Center,    Shopping       Center,
                           Murfreesboro,       Center,   Shelby, NC       Center,  Wilmington,
                                     TN   Chattanooga,                 Moody, AL           NC
                                                   TN
- ----------------------------------------------------------------------------------------------
Sale Date         Current      07/22/97      03/15,96      05/14/96     02/14/96     04/28/96
- ----------------------------------------------------------------------------------------------
Year Built           1984          1984          1995          1987         1995         1990
- ----------------------------------------------------------------------------------------------
Occupancy            100%          100%           96%          100%         100%         100%
- ----------------------------------------------------------------------------------------------
Size(SF)           51,844        71,028        63,270       197,787       60,800       60,000
- ----------------------------------------------------------------------------------------------
% Credit/Anchor       75%           64%           83%           85%          72%          71%
- ----------------------------------------------------------------------------------------------
SP/SF                 N/A        $49.11        $75.23        $42.22       $73.77       $73.33
- ----------------------------------------------------------------------------------------------
NOI/SF              $8.56         $5.21         $7.62         $4.30        $7.13        $7.33
- ----------------------------------------------------------------------------------------------
GIM                   N/A          6.31          7.64          7.57         8.40         9.19
- ----------------------------------------------------------------------------------------------
NOI/GPI            93.15%        67.01%        77.41%        77.06%       81.18%       91.87%
==============================================================================================
</TABLE>

Note: All transaction data in the chart reflects cash equivalency and/or other
      adjustments applied in the comparable sale summary sheets.

Introduction

      A search for comparable sales within the subject neighborhood and
competitive locales was conducted by the appraiser. The appraiser consulted with
local real estate agents knowledgeable of the subject market and researched
public records for pertinent information. The sales used herein represent the
most comparable data available at the time of the report.

Comparison of Important Factors Affecting SP/SF

      All property characteristics of the comparable sales and the subject
property have been analyzed by the appraisers. The following summarizes the
comparison of primary factors of the comparable sales affecting value as
compared to the subject.

Subject:

       Primary Negative Factors:        None

       Primary Positive Factors:        Good % of anchor; 18 year remaining term
                                        of anchor; good level of retail sales by
                                        anchor.

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 87
<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
================================================================================

Sale No. 1 - Plaza South Shopping Center, Murfreesboro, TN:
      Inferior Factors
       Compared to Subject:     Anchor lease to expire on 7 years; condition; 
                                age
      Superior Factors          
       Compared to Subject:     None
      Overall Comparison
       to Subject:              Inferior before and after adjustments

Sale No. 2 - North Nixson Marketplace Shopping Center, Chattanooga, TN:
      Inferior Factors
       Compared to Subject:     Slightly inferior NOI/SF
      Superior Factors
       Compared to Subject:     New property
      Overall Comparison
       to Subject:              Slightly inferior after adjustments and similar
                                after

Sale No. 3 - Market Place Shopping Center, Shelby, NC:
      Inferior Factors
       Compared to Subject:     Slightly inferior NOI/SF
      Superior Factors
       Compared to Subject:     Three major anchors
      Overall Comparison
       to Subject:              Slightly inferior after adjustments and similar
                                after

Sale No. 4 - Village at Moody Shopping Center, Moody, AL:
      Inferior Factors
       Compared to Subject:     Slightly inferior NOI/SF
      Superior Factors
       Compared to Subject:     New property
      Overall Comparison
       to Subject:              Slightly inferior after adjustments and similar
                                after

Sale No. 5 - Pine Valley Shopping Center, Wilmington, NC:
      Inferior Factors
       Compared to Subject:     Slightly inferior NOI/SF
      Superior Factors
       Compared to Subject:     None
      Overall Comparison
       to Subject:              Slightly inferior after adjustments and similar
                                after

 Most Comparable Sales:         Nos. 2 through 5

      Comment: With the exception of the NOI/SF, Sale Nos. 2 through 5 are
generally similar to the subject property based on quality and quantity of
anchor and other

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 88
<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
================================================================================

factors. However, as will be evident in the forthcoming analysis, Sale No. 4
consistently is well above the adjusted value ranges of the other most
comparable sales.

Sale Price Per Square Foot Method

Description:                         The Price Per Square Foot indicator is a
                                     general common denominator which
                                     encompasses all influences without
                                     specifically identifying their impact. It
                                     is most affected by location, size,
                                     age/condition, and existing leases at above
                                     or below market levels, if a rental
                                     property. This indicator is derived by
                                     dividing the sales price by the net
                                     rentable area.

NOI/SF Adjustment Technique:         A wide range produced by this method
                                     indicates that the comparable sales have
                                     varying income-producing capabilities
                                     attributable to differences in age,
                                     location, size and quality. In order to
                                     adjust for these differences, a multiplier
                                     is obtained by dividing the subject's
                                     NOI/SF by the NOI/SF of each comparable
                                     sale. The resulting multiplier is then
                                     applied to the sales price/SF of each
                                     comparable resulting in an indicated sale
                                     price/SF for the subject property. The
                                     following grid displays this technique.

NOI/SF Adjustment Analysis

         Sale No.      NOI/SF           SP/SF        Multiplier     Adj. SP/SF
         --------      ------           -----        ----------     ----------
             3         $4.30            $42.22         1.9905         $84.04
             1         $5.21            $49.11         1.6429         $80.68
             4         $7.13            $73.77         1.2005         $88.56
             5         $7.33            $73.33         1.1677         $85.63
             2         $7.62            $75.23         1.1233         $84.51
           Subj.       $8.56                --             --             --

                    Note: Above chart is sorted based on ascending NOI/SF's.

      Comments/Analysis: Additional subjective adjustments may be required based
on unquantifiable factors not recognized in the NOI/SF adjustment. Examples are
investment grade compared to owner occupancy, quality of tenants, conditions of
sale and other intangible factors. Based on the adjusted sale price per square
foot of the previously identified most comparable sales, the indicated market
value per square foot range for the subject property is $84.00 to $86.00. The
calculations are presented as follows.

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 89
<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
================================================================================

                            SP/SF Method Calculations

                                                             Value Est.,
                    Size               SP/SF Est.             Rounded

                51,844   SF        x     $84.00        =     $4,350,000

                51,844   SF        x     $86.00        =     $4,460,000

Gross Income Multiplier Method

Description:                         The Gross Income Multiplier illustrates the
                                     relationship between the sales price and
                                     the revenue stream of a property.
                                     Investments are often acquired on the basis
                                     of a multiple either of their current or
                                     potential income flow. Because this
                                     indicator is a good reflection of the
                                     motives of purchasers, it is considered to
                                     be a realistic assessment of market
                                     tendencies.

NOI/Gross Potential Income
  Ratio Comparison of GIM's:         GIM's are typically influenced by the
                                     relationship between the net operating
                                     income and gross potential income as
                                     measured by the net operating income to
                                     gross income ratio (NOI/GPI ratio). The
                                     sales with the most similar NOI/GPI ratios
                                     are typically considered to be the most
                                     comparable to the appraised property all
                                     other factors being equal. The following
                                     chart summarizes the comparison of the
                                     GIM's to the comparable sales' NOI/GPI
                                     ratio as well as comparing the NOI/GPI
                                     ratio of the comparable sales to the
                                     subject's NOI/GPI ratio.

                            NOI/GPI to GIM Comparison

                     Sale No.          NOI/GPI %          GIM
                     --------          ---------          ---
                         1              67.01%            6.31
                         3              77.06%            7.57
                         2              77.41%            7.64
                         4              81.18%            8.40
                         5              91.87%            9.19
                       Subj.            93.15%             --

                     Note: Above chart is sorted based on ascending NOI/GPI's.

      Comment/Analysis: Based on the comparison in the previous chart and
considering the general characteristics of the transactions as compared to the
subject

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 90
<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
================================================================================

previously discussed, the subject's GIM should be at or slightly above Sale No.
5. Thus, the GIM range estimated for the subject is 9.OOx to 9.25x after
considering the factors noted above. The calculations for this method are
presented below.

                                GIM Calculations

                                                              Value Est.,
                  Gross Inc.           GIM Est.                Rounded

                  $476,365        x      9.00          =      $4,290,000

                  $476,365        x      9.25          =      $4,410,000

Sales Comparison Approach - Reconciliation

                             Summary of Value Ranges

                    Method                  Value Range
                              -----------------------------------------
                    SP/SF:        $4,350,000     to     $4,460,000

                    GIM:          $4,290,000     to     $4,410,000

      Comment/Analysis: Given the 18 year remaining term on the subject anchor
lease and the generally good quality of local shop tenants, the subject's value
should be at the upper middle portion of the value range. Therefore, a value at
the upper middle portion of range of the sales price per square foot value range
is reasonable.

                            Sales Comparison Approach
                              As Is Value Estimate

                  Current Stabilized Value                 $4,400,000
                  Estimate

                  Less: Deferred Maintenance                        0

                  Less: Lease-Up Costs to
                  Stabilization                                     0
                                                           ----------
                  As Is Value Estimate                     $4,400,000
                                                           ==========

      As a result, the value estimate as indicated by the sale comparison
approach, is reconciled as follows.

Sales Comparison Approach Value Estimate:         $4,400,000

      Implied SP/SF:                                  $84.87

      Implied GIM:                                      9.24

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 91
<PAGE>

                                                  INCOME CAPITALIZATION APPROACH
================================================================================

Introduction

      The income capitalization approach is the procedure in appraisal analysis
which converts anticipated benefits (dollar income or amenities) to be derived
from the ownership of property into a value estimate. Anticipated future income
and/or reversions are discounted to a present worth figure through the
capitalization process.

      This approach, like the cost and sales comparison approaches, requires
extensive market research. Specific areas that an appraiser investigates for
this approach are the property's gross income expectancy, the expected reduction
in gross income from lack of full occupancy and collection loss, the expected
annual operating expenses, the pattern and duration of the property's income
stream, and the anticipated value of the resale of other real property interest
reversions. When accurate income and expense estimates are established, the
income streams are converted into present value by the process of
capitalization. The rates or factors used for capitalization are derived by the
investigation of acceptable rates of return for similar properties.

      The income capitalization approach is generally applied in appraising
income-producing properties. The quantity, quality and durability of the income
stream must be considered in estimating the economic rent of an income-producing
property.

      Quantity:        Rental comparables have been gathered from similar
                       properties to show current market rents.

      Quality:         This is a measure of the strength of the tenant that
                       could be expected to occupy the subject (i.e., AAA,
                       regional, local, etc.).

      Durability:      This is reflected in the vacancy of the area.

      In order to analyze contractual rentals of the subject and determine the
economic rent potential of the available space, a survey was conducted of
similar developments.

      The pages which follow will summarize the comparable rental data utilized
in the appraisal of the subject property. While this study does not include all
competitive space, it is useful in determining patterns of occupancy and
economic levels of rent.
- --------------------------------------------------------------------------------

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 92
<PAGE>

                                         Income Capitalization Approach, cont'd.
================================================================================



                                                 Comparable Improved Rental Data
================================================================================

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 93
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 1:
================================================================================


                               [GRAPHIC OMITTED]

PROJECT DATA

   Project Name:   Three Star Mall and Center

       Location:   1402 - 1410 Sparta Street, McMinnville, TN

         County:   Warren

PROPERTY DATA

         Rentable Area (SF):   202,918

                 Year Built:   1980

               Construction:   1-story masonry 

                 Bay Depths:   60'

             Anchor Tenants:   K-Mart, JC Penney, Kroger, and Goody's

RENTAL DATA

             Quoted Rate/SF:   $8.50 to $22.00

        Existing Rate Range

             Anchor Tenants:   N/A

                 Spec Space:   N/A

           Restaurant Space:   N/A

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

C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 94
<PAGE>

                                           Retail Rent Comparable No. 1, cont'd.
================================================================================

LEASE TERMS

                Lease Basis:   Triple-net

         Typical Lease Term:   3 to 5 years

                 CAM Charge:   $6.04/SF

           Escalator Clause:   None

                 Finish-Out:   Negotiable

          Rental Concessions   None

Occupancy Rate:      96%                   Historical Occupancy Rate: N/A

Verified By:         Sandy Hearron (601-932-0032)

Date:                10/23/97                                 Comp __ Code: 330

COMMENTS:            This community mall has varying rental rates based on the
                     type of tenant, finish-out required and lease term.
                     Occupancy has stayed at 94 to 96% for the last three
                     years. The common area maintenance pass-through for the
                     interior space is $4.00/SF. The higher end of the quoted
                     range is for interior, small shop space in the mall. The
                     lower end of the range is for exterior, non-mall tu[e
                     space.

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 95
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 2:
================================================================================

                               [GRAPHIC OMITTED]

PROJECT DATA

   Project Name:   Cumberland Plaza Shopping Center

       Location:   1339 New Smithville Highway, McMinnville, TN

         County:   Warren

PROPERTY DATA

         Rentable Area (SF):   145,353

                 Year Built:   1988

               Construction:   1-story masonry

                 Bay Depths:   60'

             Anchor Tenants:   Wal-Mart, Food Lion, Revco and Dollar General

RENTAL DATA

             Quoted Rate/SF:   $7.00

        Existing Rate Range

             Anchor Tenants:   N/A

                 Spec Space:   N/A

           Restaurant Space:   N/A

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 96
<PAGE>

                                           Retail Rent Comparable No. 2, cont'd.
- --------------------------------------------------------------------------------

LEASE TERMS

            Lease Basis:  NNN

     Typical Lease Term:  3 to 5 years

             CAM Charge:  $0.75

       Escalator Clause:  None

             Finish-Out:  $10.00/SF 
                          Rental Concessions None

Occupancy Rate:  95% economic      Historical Occupancy Rate:  N/A
                 50% physical

Verified By:  -  Doug Rice (800-662-7212)
Date:            10/22/97                              Comp_Code:  331

COMMENTS:        This center used to have Wal-Mart as the major anchor tenant;
                 however, Wal-Mart moved in 1996 to a new Supercenter location.
                 The Wal-Mart space is 66,000 SF and is currently vacant. At
                 this time, the local shop space does not appear to be
                 negatively impacted.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 97
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 3:
- --------------------------------------------------------------------------------

                                [PHOTO OMITTED]

PROJECT DATA

  Project Name:  Northgate Shopping Center

      Location:  231 Northgate Drive, McMinnville, TN

        County:  Warren

PROPERTY DATA
     Rentable Area (SF):  129,998

             Year Built:  1971 and 1973

           Construction:  1-story masonry

             Bay Depths:  60'

         Anchor Tenants:  Big Lots, Sears, Heilig-Meyers, Say-A-Lot, Super D 
                          Pharmacy

RENTAL DATA

         Quoted Rate/SF:  $7.00

     Existing Rate Range 

         Anchor Tenants:  N/A

             Spec Space:  N/A

       Restaurant Space:  N/A


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 98
<PAGE>

                                           Retail Rent Comparable No. 3, cont'd.
- --------------------------------------------------------------------------------

LEASE TERMS

            Lease Basis:  Partial Gross

     Typical Lease Term:  3 to 5 years

             CAM Charge:  N/A

       Escalator Clause:  None

             Finish-Out:  None

      Rental Concessions  None

Occupancy Rate:  90%              Historical Occupancy Rate:  N/A

Verified By:     Harold Martin (931-473-4663)

Date:            10/23/97                         Camp_Code:  332

                 COMMENTS: The tenants pay their pro-rata share of the common
                 area maintenance; however, the tenant only pays above base year
                 taxes and insurance.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 99
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 4:
- --------------------------------------------------------------------------------

                                [PHOTO OMITTED]

PROJECT DATA

  Project Name:  McMinnville Plaza Shopping Center

      Location:  1030 New Smithville Highway, McMinnville, TN

        County:  Warren

PROPERTY DATA

     Rentable Area (SF):  101,457

             Year Built:  1966 and 1978

           Construction:  1-story masonry

             Bay Depths:  100'

         Anchor Tenants:  None

RENTAL DATA

         Quoted Rate/SF:  $3.00 to $5.00

     Existing Rate Range

         Anchor Tenants:  N/A

             Spec Space:  N/A

       Restaurant Space:  N/A


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 100
<PAGE>

                                           Retail Rent Comparable No. 4, cont'd.
- --------------------------------------------------------------------------------

LEASE TERMS

            Lease Basis: Partial Gross

     Typical Lease Term:  3 to 5 years

             CAM Charge:  N/A

       Escalator Clause:  CPI

             Finish-Out:  None 
                          Rental Concessions None

Occupancy Rate:  90%              Historical Occupancy Rate:    N/A
Verified By:     Tom Dugan (931-473-2370)

Date:            10/24/97                         Camp_Code: 333

COMMENTS:        This older facility does have a small amount of finished
                 basement space. The quoted rental rates are negatiely effected
                 by the less desirable, large, 100' bay depths as compared to
                 the more commonly desired 60' to 70' depths. The $3.00/SF to
                 $5.00/SF rent range equates to $5.00/SF to $8.00/SF rent, based
                 on the same total annual rent and a 60' bay depth.


(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 101
<PAGE>

                                                   Retail Rent Comparable No. 5:
- --------------------------------------------------------------------------------

                                [PHOTO OMITTED]

PROJECT DATA

  Project Name:  Hollywood Bowl Shopping Center

      Location:  200 Hobson Street, McMinnville, TN

        County:  Warren

PROPERTY DATA

     Rentable Area (SF):  35,340

             Year Built:  1976

           Construction:  1-story masonry

             Bay Depths:  120'

         Anchor Tenants:  Tractor Supply Company and Hollywood Bowl

RENTAL DATA
         Quoted Rate/SF:  $3.00 to $4.00

    Existing Rate Range

         Anchor Tenants:  N/A

             Spec Space:  N/A

       Restaurant Space:  N/A


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 102
<PAGE>

                                           Retail Rent Comparable No. 5, cont'd.

LEASE TERMS

            Lease Basis:  Partial Gross

     Typical Lease Term:  3 to 5 years

             CAM Charge:  N/A

       Escalator Clause:  CPI

             Finish-Out:  None

      Rental Concessions  None

Occupancy Rate: 100%              Historical Occupancy Rate:    N/A

Verified By:    Tom Dugan (931-473-2370)

Date:           10/24/97                          Camp_Code: 334

COMMENTS:        This older facility is a former Wal-Mart store with no true
                 local shop space.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 103
<PAGE>

                               Rent Comparable Map

                               [GRAPHIC OMITTED]


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 104
<PAGE>

                                             ANALYSIS OF POTENTIAL GROSS INCOME0
- --------------------------------------------------------------------------------

Current Subject Property Status
                       Subject Existing Rent Roll Summary

<TABLE>
<CAPTION>
==============================================================================================
                                                          Lease
Suite                                    Lease   Lease     Term            Lease
  #    Tenant                Size (SF)   Begin    End     (Yrs.)  Rent/SF   Type   Annual Rent
- ----------------------------------------------------------------------------------------------
  <C>  <S>                      <C>      <C>     <C>       <C>     <C>      <C>      <C>
  1    BiLo                     38,864   07/85   12/15     30.5     $9.88   NNN      $383,875
- ----------------------------------------------------------------------------------------------
  2    Domino's Pizza           38,864   07/85   07/00      5      $11.37   NNN       $11,870
- ----------------------------------------------------------------------------------------------
  3    Tennessee Credit Corp.    1,800   02/95   01/98      3       $5.00   NNN        $9,000
- ----------------------------------------------------------------------------------------------
  4    Video Checkout            5,200   04/94   07/99      2       $6.55   NNN       $34,060
- ----------------------------------------------------------------------------------------------
  5    Ren Center                3,600   05/90   01/02      5       $6.75   NNN       $24,300
- ----------------------------------------------------------------------------------------------
  6    Heads Up Haircutters      1,380   04/95   04/03      8       $7.00   NNN        $9,660
- ----------------------------------------------------------------------------------------------
Total/Average                   51,844  Square Feet                 $9.12            $472,765
=============================================================================================
</TABLE>

Notes for Rentroll Leases:
      1.    Ren Center lease escalates to $7.50/SF in 2/98 and $8.00/SF in 2/99
      2.    Heads-Up lease escalates to $7.50/SF in 2/98.

Tenancy:                               Multi-tenant
Square Feet Occupied:                  51,844 SF
Square Feet Vacant - Shell:            0 SF
Square Feet Vacant -2nd Generation:    0 SF
Rent Trend:                            Stable
Historical Tenant Finish:              
     New Lease:                        None
     Refinish:                         None

      Comments/Analysis: It appears that the subject turnover has been typical
for the market. The recent occupancy history has been reported to be stable over
the past two years with limited vacancy between tenants. The typical expense
recovery for local shop space is the standard triple net lease in which taxes,
insurance and common area maintenance (CAM) is recovered from the tenant. The
most recent new lease is Heads Up Haircutters in 1995, which is currently at
$7.00/SF. Heads Up Haircutters lease has increases in the rental, with next year
being escalated to $7.50/SF. Bi-Lo's rental rate is higher than normal for an
anchor tenant in this aged property; however, this is due to the owner and
tenant re-negotiating the lease in 1995 because of the Bi-Lo expansion. In
addition, the renegotiated lease reset the initial term of the lease and made it
a 20 year lease beginning in 1995. The tenant improvements and expansion cost
where built into the lease agreement.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 105
<PAGE>

                                     Analysis of Potential Gross Income, cont'd.
- --------------------------------------------------------------------------------

Comparable Rental Analysis/Subject Estimated Market Rents

Introduction

      In order to estimate market rent rates to apply to the subject, we
surveyed similar properties in the subject neighborhood. Factors which typically
influence rental rates include location, and physical attributes such as age,
condition and design/appeal characteristics. The rent comparables presented in
this report represent the most comparable properties to the subject with respect
to age, quality of construction and location. The following chart summarizes the
comparable improved rental data previously presented.

Summary of Comparable Improved Rental Data

<TABLE>
<CAPTION>
================================================================================================
Rent No.         Subject      1            2              3             4               5
- ------------------------------------------------------------------------------------------------
                                       Cumberland                  McMinnville      Hollywood
                           Three Star     Plaza       Northgate        Plaza          Bowl
                 Bi - Lo    Mall and    Shopping      Shopping       Shopping       Shopping
Name/Address      Center     Center      Center        Center         Center          Center
- ------------------------------------------------------------------------------------------------
<S>                <C>     <C>         <C>         <C>             <C>            <C>   
Size(SF)           51,844     202,918     145,353        129,998         101,457          35,340
- ------------------------------------------------------------------------------------------------
Year Built           1984        1980        1988  1971 and 1973   1966 and 1978            1976
- ------------------------------------------------------------------------------------------------
Occupancy            100%         96%         95%            90%             90%            100%
- ------------------------------------------------------------------------------------------------
Quoted Rate/SF        N/A       $8.50*      $7.00          $7.00  $3.00 to $5.00  $3.00 to $4.00
- ------------------------------------------------------------------------------------------------
Tenant Expenses       N/A  Triple-net  Triple-net  Partial Gross   Partial Gross   Partial Gross
- ------------------------------------------------------------------------------------------------
CAM Charge            N/A    $6.04/SF    $0.75/SF            N/A             N/A             N/A
- ------------------------------------------------------------------------------------------------
Rental
Concessions           N/A        None        None           None            None            None
- ------------------------------------------------------------------------------------------------
Effective Rate/SF     N/A       $8.50*      $7.00          $7.00  $3.00 to $5.00  $3.00 to $4.00
================================================================================================
</TABLE>

* Note:  Excludes mall rents of up to $22.00/SF.

      All property characteristics of the comparable rentals and the subject
property have been analyzed by the appraisers. The following summarizes the
comparison of primary factors of the comparable rentals affecting rents as
compared to the subject.

Comparison to Subject

Subject:
     Primary Negative Factors:  None

     Primary Positive Factors:  Good visibility and design relative to road 
                                frontage

Rent No. 1 - Three Star Mall and Center:
     Inferior Factors
      Compared to Subject:      Slightly older age
     Superior Factors
      Compared to Subject:      Mall property; four major anchors
     Tenant Expenses:           All tenants pay triple net and utilities


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 106
<PAGE>

                                     Analysis of Potential Gross Income, cont'd.
- --------------------------------------------------------------------------------

      Overall Comparison
       to Subject:             Superior

Rent No. 2 - Cumberland Plaza Shopping Center:
      Inferior Factors
       Compared to Subject:    Large vacant anchor space

      Superior Factors
       Compared to Subject:    None
      Tenant Expenses:         All tenants pay triple net and utilities
      Overall Comparison
       to Subject:             Similar

Rent No. 3 - Northgate Shopping Center:
      Inferior Factors
       Compared to Subject:    Older age; 100' bay depths
      Superior Factors
       Compared to Subject:    None
      Tenant Expenses:         Partial gross
      Overall Comparison
       to Subject:             Inferior

Rent No. 4 - McMinnville Plaza Shopping Center:
      Inferior Factors
       Compared to Subject:    Older age; no anchor
      Superior Factors
       Compared to Subject:    None
      Tenant Expenses:         Partial gross
      Overall Comparison
       to Subject:             Inferior

Rent No. 5 - Hollywood Bowl Shopping Center:
      Inferior Factors
       Compared to Subject:    Older Age
      Superior Factors
       Compared to Subject:    None
      Tenant Expenses:         Partial gross
      Overall Comparison
       to Subject:             Inferior

Most Comparable Rentals:       No. 2

      Conclusions/Analysis: A comparison of the comparable rental data indicates
that Rent No. 2 is the most similar to the subject property in age and location.

      Estimated Market Rate:   $7.00/SF


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 107
<PAGE>

Analysis of Potential Gross Income, cont'd.

     Expense Recoveries:
       Analysis:            The subject and two of the most comparable retail
                            lease rates were based on a triple net basis and all
                            of the subject existing leases are triple net.

       Conclusion:          Market lease rates based on the following expense
                            recovery: NNN.

      Inasmuch as the subject is an existing property with several leases in
place, the existing contract rents and expense recoveries are utilized for
occupied space are utilized in the Stabilized Operating Statement which follows
the Analysis of Expenses. The only exception is the Tennessee Credit Corp.
lease, which expires in January 1998, or three months from the appraisal date.
Given the short remaining term, a market rate is utilized in the stabilized
operating statement gross potential income. The following summarizes the
stabilized operating statement rent income.

                       Subject Proforma Rent Roll Summary

<TABLE>
<CAPTION>
==============================================================================================
                                                          Lease
Suite                                    Lease   Lease     Term            Lease
  #    Tenant                Size (SF)   Begin    End     (Yrs.)  Rent/SF   Type   Annual Rent
- ----------------------------------------------------------------------------------------------
  <C>  <S>                      <C>      <C>     <C>       <C>     <C>      <C>      <C>
  1    BiLo's                   38,864   07/85   12/15     30.5     $9.98   NNN      $383,875
- ----------------------------------------------------------------------------------------------
  2    Domino's Plaza            1,000   07/85   07/00     5       $11.87   NNN       $11,870
- ----------------------------------------------------------------------------------------------
  3    Tenneesee Credit Corp.    1,800   02/95   01/98     3        $7.00   NNN       $12,600
- ----------------------------------------------------------------------------------------------
  4    Video Checkout            5,200   04/94   07/99     2        $6.55   NNN       $34,060
- ----------------------------------------------------------------------------------------------
  5    Ren Center                3,600   05/90   01/02     5        $6.75   NNN       $24,300
- ----------------------------------------------------------------------------------------------
  6    Heads Up Haircutters      1,380   04/95   04/03     8        $7.00   NNN        $9,660
- ----------------------------------------------------------------------------------------------
Total/Average                   51,844  Square Feet                 $9.19            $476,365
==============================================================================================
</TABLE>

Note: Reflects Tennessee Credit at market rental rate since lease expires in
three months.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 108
<PAGE>

                                                            ANALYSIS OF EXPENSES
================================================================================

Vacancy & Collection Loss
  Expense Description:       Vacancy & collection loss is an allowance for
                             reductions in potential income attributable to
                             vacancies, tenant turnover and nonpayment of rent.
                             The allowance is usually estimated as a percentage
                             of potential gross income, which varies depending
                             on the type and characteristics of the physical
                             property, the quality of tenants, current and
                             projected supply and demand, and general and local
                             economic conditions. The percentage rate recognized
                             reflects typical investor expectations over the
                             specific holding period assumed or projected.

  Subject Data:
    Tenancy:                 Multi-tenant
    Current Occupancy:       100%

  Market Data:
    Submarket:               94%
    Submarket Years Supply:  Equilibrium

  Analysis:                  Based on a review of the local market data a
                             vacancy and collection loss of 5% of local shop
                             space is believed to appropriately recognize
                             potential tenant turnover and collection loss over
                             the holding period.

  Estimated Vacancy &
    Collection Loss:         5% of local shop space

Management:
  Expense Description:       The subject must be considered as an investment
                             under prudent management. A charge is made to
                             reflect either the owner's input of time and
                             attention or that of a professional agent. The
                             expense would include the collection of rents,
                             supervision of all maintenance, etc.

  Analysis:                  The proforma annual management fee for the subject
                             property is 4.0% of the Effective Gross Income.
                             This is consistent with local practices.

  Estimated Management:      4.0%

Real Estate Taxes:           See previously presented Real Estate Tax Analysis
                             for detailed analysis and expense history.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 109
<PAGE>

                                                   Analysis or Expenses, cont'd.
- --------------------------------------------------------------------------------

    Estimated Real Estate
      Taxes:                  $29,873, or $0.58/SF

Insurance:
    Expense Description:      The subject property will be insured against
                              losses arising out of fire, casualty, and
                              liability. Other various extended coverages are
                              also provided for under this policy.

    Analysis:                 Based on a competitive analysis of other retail
                              centers and the subject's historical expense, an
                              estimate of $0.10/SF annually is judged
                              appropriate for the subject.

    Estimated Insurance:      $0.10/SF

Common Area Maintenance (CAM):

    Expense Description:      The common area maintenance charge covers all 
                              trash removal, common area maintenance, certain
                              recoverable administrative expenses, landscaping
                              charges and common area utilities and any other
                              common area expenses.

    Analysis:                 Based on a competitive analysis of other retail
                              centers an estimate of $0.40/SF annually is judged
                              appropriate for the subject.

    Estimated CAM:            $0.40/SF

Administration:
    Expense Description:      The administrative expense consists of
                              non-recoverable administrative expenses such as
                              legal expenses and other miscellaneous expenses
                              that are not passed through to the tenant in the
                              common area expense recovery.

    Analysis:                 Based on a competitive analysis of other retail
                              centers an estimate of $0.02/SF annually is judged
                              appropriate for the subject.

    Estimated Administration: $0.02/SF

Reserves:

    Expense Description:      A reserves or replacement allowance provides for
                              the periodic replacement of building components
                              that wear out more rapidly than the building
                              itself and must be replaced periodically during
                              the building's economic life. Examples of these
                              components are roof cover, HVAC compressors,
                              parking areas and other site improvements.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 110
<PAGE>

                                                   Analysis or Expenses, cont'd.
- --------------------------------------------------------------------------------

    Analysis:                 The reserves expense estimate is based primarily
                              on the typical expense recognized by buyers as
                              compared to a calculated type estimate. Based upon
                              the age and condition of the property and typical
                              buyer actions, the reserves expense estimate is
                              $0.10/SF.

    Estimated Reserves:       $0.10/SF

Estimated Expense Summary

                              Management            4.0% EGI  =     $21,073
                              Taxes:              $0.58 /SF   =     $29,873
                              Insurance:          $0.10 /SF   =      $5,184
                              CAM:                $0.40 /SF   =     $20,738
                              Administration:     $0.02 /SF   =      $1,037
                              Reserves:           $0.10 /SF   =      $5,184
                                                  -----             -------
                         Subtotal Expenses:       $1.60 /SF   =     $83,090


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 111
<PAGE>

STABILIZED OPERATING STATEMENT
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Gross Rental Income Potential:
                                        Lease
                        Size (SF)       Rate
                        ---------       ----
   Anchors                 38,864  @    $9.88 /SF           =          $383,875
   Local Shop Space        12,980  @    $7.13 /SF           =          $ 92,490
                           ------       -----                          --------
   Gross Rent Income       51,844  @    $9.19 /SF           =          $476,365
   (See Rent Roll for Rent Allocation)

Plus: Expense Recovery
   Anchor @         NNN                                                $ 41,826
   Local Shop @     NNN                                                $ 13,969
                                                                       --------
   Total Expense Recovery                                              $ 55,795

Total Income By Tenant Type Classification
  Anchor @                                                             $425,701
  Local Shop @                                                         $106,459
  Total Gross Annual Income:                                           $532,160

Less: Vacancy/Collection Loss
   Anchor Income @                          0%                         $      0
   Local Shop Income @                      5%                         $ (5,323)

Effective Gross Income:                                                $526,837

Less Expenses

   Management          4.0%  EGI    $21,073
   Taxes:             $0.58  /SF    $29,873
   Insurance:         $0.10  /SF    $ 5,184
   CAM:               $0.40  /SF    $20,738
   Administration:    $0.02  /SF    $ 1,037
   Reserves:          $0.10  /SF    $ 5,184
                      -----         -------
Subtotal Expenses:    $1.60  /SF    $83,090                            $(83,090)
                                                                       --------
Net Operating Income:                                                  $443,747
                                                                       ========

   NOI/SF:               $8.56
   NOI/Gross Income      93.15%

                                   CAPITALIZATION TECHNIQUE
                     --------------------------------------------------

                     --------------------------------------------------
                        NOI       /      OAR       =     Value Estimate
                     $443,747     /     10.00%     =       $4,437,473

                     Current Stabilized Value Estimate     $4,440,000
                     Less: Deferred Maintenance                     0
                     Less: Lease-Up Costs to Stabilization          0
                                                           ----------
                     As Is Value Estimate                  $4,440,000


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 112
<PAGE>

                                          ANALYSIS OF DIRECT CAPITALIZATION RATE
================================================================================

Introduction

      Direct capitalization is a method used to convert a single year's income
estimate into a value indication. The capitalization rate utilized in the income
capitalization approach combines input from the marketplace in conjunction with
a review of mortgage/equity positions. Although the appraiser can estimate an
overall capitalization rate by using various techniques, derivation of the rate
from comparable sales is generally preferred when sufficient data are available
from transactions of similar, competitive properties. In order to provide a
consistent basis for comparison, the net operating income from each comparable
is calculated and estimated in the same manner as that for the subject property.
Additionally, the appraiser must conclude that neither non-market financing
terms nor different market conditions have affected the transaction prices of
the comparables. When these requirements are met, the appraiser estimates the
overall rate by dividing each property's net operating income by its sale price.

Improved Sales' Overall Rate Summary

<TABLE>
<CAPTION>
================================================================================================
Sale No.          Subject               1              2              3           4            5
- ------------------------------------------------------------------------------------------------
                                            North Nixson
                              Plaza South   Marketplace    Market Place  Village at  Pine Valley
                               Shopping       Shopping       Shopping      Moody       Shopping
                                Center,       Center,         Center,     Shopping      Center,
                             Murfreesboro,  Chattanooga,    Shelby, NC     Center,   Wilmington,
Name/Address                     TN             TN                       Moody, AL       NC
- ------------------------------------------------------------------------------------------------
<S>               <C>            <C>            <C>           <C>         <C>           <C>
Sale Date         Current        07/22/97       03/15/96      05/14/96    02/14/96      04/28/96
- ------------------------------------------------------------------------------------------------
Year Built           1984            1984           1995          1987        1995          1990
- ------------------------------------------------------------------------------------------------
Occupancy            100%            100%            96%          100%        100%          100%
- ------------------------------------------------------------------------------------------------
Size(SF)           51,844          71,028         63,270       197,787      60,800        60,000
- ------------------------------------------------------------------------------------------------
% Credit/ Anchor      75%             64%            83%           85%         72%           71%
- ------------------------------------------------------------------------------------------------
Overall Rate          N/A          10.62%         10.13%        10.18%       9.66%        10.00%
================================================================================================
</TABLE>

Note: All transaction data in the chart reflects cash equivalency and/or other
      adjustments applied in the comparable sale summary sheets.

Comparison of Important Factors Affecting OAR

      All property and conditions of sale characteristics of the comparable
sales and the subject property have been analyzed by the appraisers. The
following summarizes the comparison of primary factors of the comparable sales
affecting value as compared to the subject.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 113
<PAGE>

                                 Analysis of Direct Capitalization Rate, Cont'd.
- --------------------------------------------------------------------------------

      Note: The reader is reminded that this is a comparison of overall rates
and not the sales price per square foot. Therefore, the terms of comparison to
the subject of each sale may be different than those used in the previously
presented Sales Comparison Approach, which was based on the quantity of income
and subsequent adjustments to the sales price per square foot. While the overall
rate recognizes physical factors, intangible factors such as quality of tenants,
conditions of sale, occupancy at time of sale, and investment quality tend to
have stronger influence on the overall rate comparison. As an example, two
properties with different locations and quality of improvements may have
significantly different per square foot sales prices, but very similar overall
rates. Thus, the comparison to the subject includes the intangible factors
influencing overall rates.

Subject:
      Primary Negative Factors:  None

      Primary Positive Factors:  Good % of anchor; 18 year remaining term of 
                                 anchor; good level of retail sales by anchor.

Most Comparable Sales:           Nos. 2 through 5

      Comment/Analysis: All of the most comparable sales have similar percentage
of anchor tenants as compared to the subject. The previously described Primary
Positive Factors for the subject are all very positive factors, particularly the
18 year remaining term of the anchor tenant. Based on the relatively narrow
range indicated by the most comparable sales, the appropriate overall rate for
the subject is 10.00%.

Concluded OAR:                   10.00%

Analysis of Subject's Potential Mortgage Terms

Preliminary Analysis:            Several factors affect the potential real
                                 estate mortgage terms of any given property.
                                 These factors include, credit worthiness of the
                                 borrower, quality of tenants, length of term,
                                 amortization and other factors considered by
                                 lenders when analyzing the relative risk of a
                                 loan. However, lenders typically have general
                                 parameters or guidelines established for real
                                 estate loans. The appraisers have had
                                 discussions with local mortgage brokers about
                                 long-term financing terms and bank loan
                                 officers about short term financing.

      Long-Term Financing:       Institutional lenders are typically
                                 establishing interest rates on the basis of 200
                                 to 250 basis points above the comparable term
                                 U.S. Treasury Bond with a 7 to 10 year term, 20
                                 to 25 year amortization and 70% to 75%
                                 loan-to-value ratio. While these terms may vary
                                 from lender to lender, the ultimate test for a
                                 particular loan is the debt coverage ratio.

      Bank Short-Term


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 114
<PAGE>

                                 Analysis of Direct Capitalization Rate, Cont'd.
- --------------------------------------------------------------------------------

      Financing:                 Banks are typically utilizing the prime rate as
                                 the index for loans. Mortgage interest rates
                                 are typically 150+/- basis points above the
                                 prime rate. The mortgage terms are preferably a
                                 three year call based on a 20 to 25 year
                                 amortization and 70% to 75% loan-to-value
                                 ratio; however, banks will provide a five year
                                 term in some situations.

   Summary of Subject's Potential Mortgage Terms

      Mortgage Type:             Long-term;
        Analysis:                This appraisal contemplates a typical long-term
                                 loan instead of a bank short-term loan. While
                                 the bank loan is common, a long-term loan is
                                 more consistent with the typical holding period
                                 for real estate.

      U.S. Treasury Bond
        10 Year Rate(1):         6.00%

      Loan Term:                 10 years

      Amortization:              25 years
      Loan-to-Value Ratio:       75%
      Approx. Interest Rate:     8.00%

Debt Coverage Ratio (DCR) Analysis: A Test of Reasonableness

                                                      Final Report
                                Direct Cap Value             Value

   Direct Capitalization Value        $4,440,000        $4,400,000

   Loan Amount @ L-to-V of  75%       $3,330,000        $3,300,000

   Monthly Payment                    $   25,701        $   25,470

   Estimated NOI                      $  443,747        $  443,747

   Divided by Annual Payment          $  308,418        $  305,639
                                      ----------        ----------

   Implied Debt Coverage Ratio              1.44              1.45

      Comment/Analysis: The implied debt coverage ratios for the direct
capitalization method value estimate and the final report value (based on
correlation of all three approaches) are acceptable and reasonable.

- ----------

      (1) Note: The rate is an approximation on a rounded basis due to the
weekly change in the rate.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 115
<PAGE>

                                                   DISCOUNTED CASH FLOW ANALYSIS
- --------------------------------------------------------------------------------

Introduction

      In a discounted cash flow analysis (DCF) the quantity, variability, timing
and duration of the cash flows to a property are analyzed. Each cash flow is
discounted to a present value and then all the present values are added to
obtain the total value of the income to the real property interest being
appraised. The future value of that interest, the reversion, is forecast at the
end of the projection period and is also discounted.

      This method is particularly appropriate for properties with irregular cash
flows. This is particularly appropriate in the case of properties with below
stabilized occupancy, below or above market rental rates, and other unusual
circumstances.

      In order to utilize this analysis, certain assumptions must be made. A
summary of all such assumptions used as a basis for the DCF analysis will
follow. Projections regarding market (economic) rental rates, occupancy levels,
expenses and absorption rates are all market-derived and have been discussed in
previous sections of this report. Consideration is also given to several
investment surveys provided by regional/national research companies. These
investor surveys included the Real Estate Investor Survey published by Peter F.
Korpacz & Associates, Inc.. This report provides a summary of the expected rates
of return, property selection criteria, and investment outlook of a
representative sampling of large institutional investors in the United States.

      The DCF technique will follow the assumptions and forecasts listed below.
This projected economic model carries no warranties, expressed or implied, that
the scenario will actually be achieved by the subject property.

Assumptions & Forecasts

Projection Period:
      Analysis:                  The appraisers have relied upon conversations
                                 with market participants and a review of
                                 investor surveys to determine the appropriate
                                 holding period for the subject property.
                                 Additionally, significant consideration is
                                 given to the remaining economic life of the
                                 property, the current economic climate of the
                                 region and changes in the tax laws. Noting that
                                 investment properties have historically been
                                 held for a period of 7 to 15 years, and that
                                 the survey data provided by P.F. Korpacz
                                 indicate expectations of a similar time frame,
                                 a ten year investment period is projected. The
                                 cash flow for the subject is presented on a
                                 fiscal year with the first year beginning in
                                 the month of the effective date of appraisal
                                 (October 21, 1997).

      Estimate:                  10 years

Gross Income Estimates:          Gross annual income is based on the contractual
                                 income from the existing leases, and the market


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 116
<PAGE>

                                          Discounted Cash Flow Analysis, cont'd.
- --------------------------------------------------------------------------------

                                 rental rate on the vacant space. Existing
                                 leases are forecasted to roll over at market
                                 rates.

Market Rental Rates:             See Analysis of Potential Gross Income for
                                 details and analysis.

      Market Rent:               $7.00/SF

Expense Recovery:                NNN; The anchor expense recovery for the center
                                 is the standard triple net lease in which
                                 taxes, insurance and common area maintenance
                                 (CAM) is recovered from the tenant.

Rent Appreciation:
      Description:               Support for the rental rate appreciation is
                                 based upon several factors. Items to be
                                 considered include historical and forecasted
                                 consumer price index data, current supply and
                                 demand factors (market vacancy & market rent
                                 trends), and investors' perceptions (investor
                                 surveys).

      CPI Index Recent History:  2% to 3%
      Economists' Consensus
       CPI Forecast:             3%+/- in short-term, moderate increase
                                 long-term Under current Federal Reserve
                                 leadership, inflation is anticipated to be
                                 reasonably maintained and under control.

      General Occupancy Trends:
        Property Type:           Neigborhood shopping center

        Submarket:               94.2%

      Market Rent Trends:        Increasing


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 117
<PAGE>

                                          Discounted Cash Flow Analysis, cont'd.
- --------------------------------------------------------------------------------

      Investor Surveys:
        Source:                  Korpacz Real Estate Investor Survey; Third
                                 Quarter 1997

        Property Type:           National Strip Shopping Center Market
        Rent Appreciation
        Range:

                                 -----------------------------------------------
                                 Key Indicators           Current Quarter
                                 -----------------------------------------------

                                 Market Rent Change Rate

                                 Range                    0.00%          6.00%
                                 Average                          2.73%

      DCF Rent Appreciation
        Forecast:

         Years 1-3:              3.00%
         Years 4-11:             4.00%

      Comments/Analysis: The market occupancy is strong; however, there is no
evidence of enough demand to yield rent appreciation higher than anticipated
inflation over the holding period. Thus, rent appreciation is forecasted to be
at general inflationary rates in the short-term and slightly below in the
long-term.

Vacancy & Collection Loss:
      Analysis:                  The subject will undergo a loss in potential
                                 gross income attributable to lease-up, normal
                                 vacancy, collection losses, tenant default and
                                 turnover. The appraisers have considered the
                                 historical performance of the subject, the
                                 amount of unleased space in the competitive
                                 market and planned new construction in the
                                 projection of vacancy over the holding period.
                                 The DCF analysis assumes competent and
                                 professional management of the property at the
                                 previously cited market rental rates.

      Subject Occupancy:         See Analysis of Expenses for details and 
                                 analysis
        Current Occupancy:       100%
        Stabilized Vacancy:      5% (local shop space only)

      General Occupancy Trends:
        Property Type:           Neigborhood shopping center

        Submarket:               94.2%
        Submarket Years Supply:  Equilibrium


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 118
<PAGE>

                                          Discounted Cash Flow Analysis, cont'd.
- --------------------------------------------------------------------------------

Tenant Turnover:
      Vacancy at Turnover:       3 months
      Probability of Renewal:    75%

      Special Existing Tenant
        Turnover Situations:     None

Operating Expenses
  Proforma Year 1:               $1.60/SF

Appreciation:                    As in the market rental rate appreciation
                                 analysis, the appraiser must consider
                                 historical and forecasted CPI data and
                                 investors perceptions.

      CPI Data:                  See Rent Appreciation analysis

Investor Surveys:

        Source:                  Korpacz Real Estate Investor Survey; Third 
                                 Quarter 1997
        Property Type:           National Strip Shopping Center Market
        Expense Appreciation
        Range:

                                 -----------------------------------------------
                                 Key Indicators           Current Quarter
                                 -----------------------------------------------

                                 Expense Change Rate

                                 Range                    0.00%          5.00%
                                 Average                          3.67%

      DCF Expense Appreciation
        Forecast:
          Years 1-3:             3.00%
          Years 4-11:            4.00%

      Comments/Analysis: The investor survey expense change data actually
reflects a stratified expense appreciation segregated into a low rate in the
early years and higher rate in later years. For the subject property, the
expense appreciation is anticipated to be highly similar to the general
inflation rate and similar to the income appreciation.

Leasing Commissions:
      Analysis:                  Leasing commissions are charged when any given
                                 lease renews or if a new lease is signed for
                                 vacant or vacated tenant space. The leasing
                                 commission for new leases is different than
                                 renewal leases. As existing leases roll over,
                                 the discounted cash flow applies a blended or
                                 weighted average of the two


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 119
<PAGE>

                                          Discounted Cash Flow Analysis, cont'd.
- --------------------------------------------------------------------------------

                                 leasing commissions based on the probability of
                                 renewal/vacating. Charged as capital expense
                                 below NOI.

                                 Subject Broker & Outside Broker: The new tenant
                                 commission is based on a typical 4% commission
                                 when the only broker involved in the
                                 transaction is the subject's leasing agent.
                                 When an outside broker is utilized, the total
                                 commission is typically 6% with 4% paid to the
                                 outside broker and 2% to the subject broker.
                                 Discussions with brokers indicated a 50%
                                 probability of an outside broker involvement is
                                 reasonable. The following table presents the
                                 calculations of the leasing commissions
                                 utilized in the discounted cash flow.

      DCF Leasing Commissions Calculations

      --------------------------------------------------------------------------
      New Lease Rate Calculations
      --------------------------------------------------------------------------

                                                                   Weighted
                               % Comm.         Probability         Rate

      w/ Outside Broker        6.00%       x       50%      =      3.00%

      No Outside Broker        4.00%       x       50%      =      2.00%
                                                                   -----

      Composite Rate                                               5.00%

      --------------------------------------------------------------------------
      DCF Leasing Commission
      Calculations
      --------------------------------------------------------------------------

      New Lease Rate           5.00%       x       25%      =      1.25%

      Renewal Lease Rate       2.00%       x       75%      =      1.50%
                                                                   -----

      Blended Leasing Rate                                         2.75%

Tenant Improvements/Retrofit (TI's):
      Analysis:                  As vacant space is leased and existing tenant
                                 space rolls over, the landlord incurs a capital
                                 expense for tenant improvements. Different
                                 TI's/SF can be expected for two types of events
                                 - 1) renewal of existing tenant and 2) existing
                                 vacant or vacated lease space by a tenant The
                                 table presented below indicates the TI's/SF for
                                 the two events and the blended rate charged in
                                 the discounted cash flow.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 120
<PAGE>

                                          Discounted Cash Flow Analysis, cont'd.
- --------------------------------------------------------------------------------

DCF Tenant Improvement Calculations

      --------------------------------------------------------------------------
      Blended TI Calculations
      --------------------------------------------------------------------------

                                                                   Weighted
      Rollover Event           TI's/SF         Probability         $/SF

      Vacate                   $2.00       x       25%      =      $0.50

      Renewal                  $1.00       x       75%      =      $0.75
                                                                   -----

      Blended TI's/SF                                              $1.25

Reversion:
      Description:               Income-producing properties typically provide
                                 two types of financial benefits - periodic
                                 income and the future value obtained from sale
                                 of the property or reversion of the property
                                 interest at the end of the holding period. In
                                 the case of the subject, the appraisers have
                                 projected the reversion as the proceeds of
                                 resale, or the net difference between the
                                 transaction price and any selling expenses,
                                 which may include brokerage commissions, legal
                                 fees, title policies, surveys, fix-up costs and
                                 the like. The reversion value is calculated by
                                 applying an overall rate to the 11th year's
                                 NOI.

      Analysis:                  The reversion overall rate is typically higher
                                 than the going-in overall rate to reflect
                                 higher risk associated with a forecast in the
                                 extended future and to reflect the older age of
                                 the property. A review of the overall
                                 capitalization rates provided by the investor
                                 surveys cited previously indicated that
                                 terminal capitalization rates are typically
                                 projected at 50 to 100 basis points higher than
                                 the going-in cap rates. The typical reversion
                                 rate for a property with similar quality
                                 investment characteristics as the subject would
                                 be 50 basis points higher because of its
                                 current age.

      Estimated Reversion OAR:   10.50%

      Reversion Sales Costs:     4%

Yield or Discount Rate:
      Description:               The selection of the appropriate rate requires
                                 the verification and interpretation of the
                                 attitudes and expectations of market
                                 participants including buyers, sellers,
                                 advisers and brokers. Although the


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 121
<PAGE>

                                          Discounted Cash Flow Analysis, cont'd.
- --------------------------------------------------------------------------------

                                 actual yield on an investment cannot be
                                 calculated until the investment is sold, an
                                 investor may set a target yield for the
                                 investment before or during ownership.
                                 Historical yield rates derived from comparable
                                 sales may be relevant, but they reflect past,
                                 not future, benefits perceived by the investor
                                 and are not reliable indicators of current
                                 yield. Therefore, the selection of yield rates
                                 for discounting cash flows should focus on the
                                 prospective or forecast yield rates anticipated
                                 by typical buyers and sellers.

                                 The appropriate yield or discount rate is based
                                 upon a combination of factors and
                                 considerations. These include current mortgage
                                 interest rate levels, yield rates on government
                                 and corporate bonds, the anticipated rate of
                                 future inflation; the management, risk and
                                 illiquidity aspects of the subject property;
                                 and the expressed objectives of major investors
                                 in investment properties. Because of the
                                 importance of the proper selection of a yield
                                 rate in the DCF, the appraisers have attempted
                                 to estimate the rate by two independent
                                 techniques as follows:

      Build-up Method
        Introduction:            It is generally accepted that all investments
                                 are predicated on the expectation of receiving
                                 a return on capital that represents the time
                                 value of money with an appropriate adjustment
                                 for perceived risk. In the build-up method the
                                 appraisers attempt to recognize the premiums
                                 attached to the yield rate of a real estate
                                 investment compared to a safer, more liquid and
                                 marketable investment. The minimum rate of
                                 return for invested capital is sometimes
                                 referred to as the "safe" or "riskless" rate.
                                 Theoretically, the difference between the yield
                                 rate applied to real estate and the safe rate
                                 may be considered a premium to compensate the
                                 investor for risk, anticipated inflation, the
                                 burden of management, and the illiquidity of
                                 invested capital.

        Safe Rate:               The safe rate used in this analysis is
                                 considered the yield applicable to government
                                 securities for a comparable term as the subject
                                 investment.

        Illiquidity & Marketability
          Premiums:              There are several hypothetical measurements for
                                 the add on premiums for illiquidity and risk,
                                 such


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 122
<PAGE>

                                          Discounted Cash Flow Analysis, cont'd.
- --------------------------------------------------------------------------------

                                 as comparison of corporate bonds to government
                                 bonds. In our analysis, the premium for
                                 illiquidity and marketability is measured by
                                 the difference in yield rates depicted by
                                 government bonds and long term real estate
                                 mortgages. The more subjective adjustment for
                                 risk is based on this appraiser's
                                 interpretation of market expectations for this
                                 property type.

                                 Illiquidity & Marketability Calculation

                                 ===============================================
                                 Long-Term Mortgage Rates(1)             8.00%
                                 -----------------------------------------------
                                 10-Year Treasuries(1)                   6.00%
                                                                         -----
                                 -----------------------------------------------
                                 Spread (Premium for illiquidity &
                                 marketability)                          2.00%
                                 ===============================================

                                 (1) See Analysis of Direct Capitalization,
                                 Subject's Potential Mortgage Terms for analysis
                                 and details.

                                 The lender's return reflects less risk on the
                                 loan capital as compared to the total
                                 investment in a property because of the cushion
                                 provided in the loan-to-value ratio. The lower
                                 risk position is considered to best reflect
                                 illiquidity and marketability.

      Risk:                      As a correlation, the risk of the overall
                                 capital investment, above and beyond the safe
                                 rate and illiquidity and marketability premium,
                                 should be at or higher than the spread
                                 presented in the previous chart. Given the
                                 subject's age and quality of investment, the
                                 risk premium should be higher than the
                                 illiquidity and marketability risk.

      Concluded Risk
        Premium:                 2.50%

      Build-up Method Calculation

                                 Safe Rate - 10 Yr. Treasuries          6.00%

                                 Plus: Premium for Illiquidity and
                                 Marketability                          2.00%

                                 Plus: Premium for Risk                 2.50%
                                                                       ------

                                   Indicated Discount Rate             10.50%

                                   Rounded,                            10.50%
                                                                       ======

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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 123
<PAGE>

                                          Discounted Cash Flow Analysis, cont'd.
- --------------------------------------------------------------------------------

      Investor Survey:
        Introduction:            The appraisers reviewed the investor surveys
                                 provided by P.F. Korpacz. This is a nationally
                                 recognized research company that provide ex
                                 ante return expectations or goals of investors
                                 contemplating acquisitions of real estate. This
                                 survey provides a timely insight into the
                                 yields, return criteria, and risk adjustments
                                 of national/institutional investors when making
                                 acquisition decisions. The general parameters
                                 depicted by the data are provided as follows:

        Source:                  Korpacz Real Estate Investor Survey; Third 
                                 Quarter 1997

        Property Type:           National Strip Shopping Center Market
        IRR Range:

                                 -----------------------------------------------
                                 Key Indicators            Current Quarter
                                 -----------------------------------------------

                                 Free & Clear IRR

                                 Range                   10.00%        14.00%

                                 Average                        11.53%

        Analysis:                The subject is 75% occupied by the anchor
                                 tenant; however, it has the unusual situation
                                 of having 80% of the rental income being
                                 generated by the anchor. Typically, the anchor
                                 income percentage is less than the physical
                                 occupancy percentage. Considering this factor,
                                 an overall rate slightly below the average IRR
                                 noted above is reasonable.

        Investor Survey Discount Rate
          Conclusion:            11.00%

        Discount Rate
          Reconciliation:        The appraisers have given nearly equal weight
                                 to the two techniques above in selecting the
                                 appropriate discount rate for the appraised
                                 property with least weight placed on the
                                 build-up method. Also considered in the
                                 analysis was the age and construction quality
                                 of the subject, the current occupancy, quality
                                 of tenants and the economic constraints of the
                                 submarket in which it competes.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 124
<PAGE>

                                          Discounted Cash Flow Analysis, cont'd.
- --------------------------------------------------------------------------------

        Discount Rate
          Conclusion:            11.00%

      The following discounted cash flow analysis is the summary of the
individual tenant's income and the forecasted expenses to be incurred over the
holding period. The individual lease analysis and discounted cash flow program
generated assumptions and forecasts are presented in the Addenda section of this
report.

      The reader is directed to the Discounted Cash Flow Analysis located on the
following pages.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 125
<PAGE>

                                                    Discounted Cash Flow Summary
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Software       :ARGUS Ver. 7.0.01
File           :Bi-Lo_ct                                                     Bi-Lo Center
Property Type  :Retail                                             835 New Smithville Road/Hwy 56
Portfolio      :Newton Oldcare McDonald                              McMinnville, Tennessee 37110
                                                                  SCHEDULE OF PROSPECTIVE CASH FLOW 
                                                     In Inflated Dollars for the Fiscal Year beginning 10/1/1997 

                                       Year 1      Year 2      Year 3      Year 4      Year 5      Year 6      Year 7      Year 8 
For the Years Ending                 Sep-1998    Sep-1999    Sep-2000    Sep-2001    Sep-2002    Sep-2003    Sep-2004    Sep-2005 
                                    ---------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
<S>                                 <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>       
POTENTIAL GROSS REVENUE
 Base Rental Revenue                $ 477,425   $ 481,527   $ 484,247   $ 480,543   $ 481,705   $ 483,504   $ 491,484   $ 492,988 
 Absorption & Turnover Vacancy         (1,050)     (3,124)       (619)         --      (3,615)     (4,581)       (724)         -- 
                                    ---------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
 Scheduled Base Rental Revenue        476,375     478,403     483,628     480,543     478,090     478,923     490,760     492,988 

 Expense Reimbursement Revenue
  Real Estate Taxes:                   29,790      30,515      31,705      32,970      33,988      35,279      37,026      38,570 
  Property Insurance:                   5,170       5,296       5,502       5,721       5,898       6,123       6,426       6,693 
  CAM-Common Area Mainenance           20,680      21,184      22,010      22,887      23,594      24,489      25,703      26,775 
                                    ---------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 

 Total Reimbursement Revenue           55,640      56,995      59,217      61,578      63,480      65,891      69,155      72,038 

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

TOTAL POTENTIAL GROSS REVENUE         532,015     535,398     542,845     542,121     541,570     544,814     559,915     565,028 
 General Vacancy                       (4,318)     (2,454)     (5,137)     (5,604)     (2,050)     (1,199)     (5,518)     (6,357)
                                    ---------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
EFFECTIVE GROSS REVENUE               527,697     532,944     537,708     536,517     539,520     543,615     554,397     558,669 
                                    ---------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 

OPERATING EXPENSES
 Real Estate Taxes:                    29,873      30,769      31,692      32,960      34,278      35,649      37,075      38,558 
 Property Insurance:                    5,184       5,340       5,500       5,720       5,949       6,187       6,434       6,692 
 CAM - Common Area Mainenance:         20,738      21,360      22,001      22,881      23,796      24,748      25,737      26,767 
 Administration:                        1,037       1,068       1,100       1,144       1,190       1,237       1,287       1,338 
 Management Fee                        21,108      21,318      21,508      21,461      21,581      21,745      22,176      22,347 
 Reserves:                              7,506       7,731       7,963       8,282       8,613       8,957       9,316       9,688 
                                    ---------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
TOTAL OPERATING EXPENSES               85,446      87,586      89,764      92,448      95,407      98,523     102,025     105,390 
                                    ---------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
NET OPERATING INCOME                  442,251     445,358     447,944     444,069     444,113     445,092     452,372     453,279 
                                    ---------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
LEASING & CAPITAL COSTS
 Tenant Improvements                    2,250       6,695       1,326                   7,748       2,059       8,067       1,613
 Leasing Commissions                    1,368       4,124         817                   4,771       1,268       4,969         994 
                                    ---------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
TOTAL LEASING & CAPITAL COSTS           3,636      10,819       2,143                  12,517       3,327      13,036       2,607
                                    ---------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
CASH FLOW BEFORE DEBT SERVICE
 & INCOME TAX                       $ 438,615   $ 434,539   $ 445,801   $ 444,069   $ 431,596   $ 441,765   $ 439,336   $ 450,672 
                                    =========   =========   =========   =========   =========   =========   =========   ========= 
</TABLE>

                                       Year 9     Year 10     Year 11
For the Years Ending                 Sep-2006    Sep-2007    Sep-2008
                                    ---------   ---------   ---------
POTENTIAL GROSS REVENUE
 Base Rental Revenue                $ 497,081   $ 501,009   $ 509,988
 Absorption & Turnover Vacancy         (4,228)     (1,124)     (4,404)
                                    ---------   ---------   ---------
 Scheduled Base Rental Revenue        492,853     499,885     505,584

 Expense Reimbursement Revenue
  Real Estate Taxes:                   39,762      41,623      43,034
  Property Insurance:                   6,900       7,223       7,467
  CAM-Common Area Mainenance           27,601      28,895      29,873
                                    ---------   ---------   ---------

 Total Reimbursement Revenue           74,263      77,741      80,374

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

TOTAL POTENTIAL GROSS REVENUE         567,116     577,626     585,958
 General Vacancy                       (2,337)     (5,699)     (2,883)
                                    ---------   ---------   ---------
EFFECTIVE GROSS REVENUE               564,779     571,927     583,075
                                    ---------   ---------   ---------

OPERATING EXPENSES
 Real Estate Taxes:                    40,101      41,705      43,373
 Property Insurance:                    6,959       7,238       7,527
 CAM - Common Area Mainenance:         27,838      28,951      30,109
 Administration:                        1,392       1,448       1,505
 Management Fee                        22,591      22,877      23,323
 Reserves:                             10,076      10,479      10,898
                                    ---------   ---------   ---------
TOTAL OPERATING EXPENSES              108,957     112,698     116,735
                                    ---------   ---------   ---------
NET OPERATING INCOME                  455,822     459,229     466,340
                                    ---------   ---------   ---------
LEASING & CAPITAL COSTS
 Tenant Improvements                    9,061       2,408       9,437
 Leasing Commissions                    5,582       1,483       5,813
                                    ---------   ---------   ---------
TOTAL LEASING & CAPITAL COSTS          14,643       3,891      15,250
                                    ---------   ---------   ---------
CASH FLOW BEFORE DEBT SERVICE
 & INCOME TAX                       $ 441,179   $ 455,338   $ 451,090
                                    =========   =========   =========


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 126
<PAGE>

                                          Discounted Cash Flow Reversion Summary
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Software       :ARGUS Ver. 7.0.01
File           :Bi-Lo_ct                                                     Bi-Lo Center
Property Type  :Retail                                             835 New Smithville Road/Hwy 56
Portfolio      :Newton Oldcare McDonald                              McMinnville, Tennessee 37110
                                                                     PROSPECTIVE PROPERTY RESALE

                                       Year 1      Year 2      Year 3      Year 4      Year 5      Year 6      Year 7      Year 8 
For the Years Ending                 Sep-1998    Sep-1999    Sep-2000    Sep-2001    Sep-2002    Sep-2003    Sep-2004    Sep-2005 
                                    ---------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
<S>                                 <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>       
RESALE AMOUNT
 Gross Proceeds from Sale                                                                                                        
 Commissions & Other Costs          
                                    ---------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 

                                    =========   =========   =========   =========   =========   =========   =========   =========
</TABLE>

                                       Year 9     Year 10     Year 11
For the Years Ending                 Sep-2006    Sep-2007    Sep-2008
                                    ---------   ---------   ---------
RESALE AMOUNT
 Gross Proceeds from Sale                                  $4,441,333
 Commissions & Other Costs                                   (177,653)
                                    ---------   ---------  ----------
NET PROCEEDS FROM SALE                                     $4,263,680
                                    =========   =========  ==========


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 127
<PAGE>

                                              Discounted Cash Flow Value Summary
- --------------------------------------------------------------------------------

                                  Bi-Lo Center
                         835 New Smithville Road/Hwy 56
                          McMinnville, Tennessee 37110
                            PROSPECTIVE PRESENT VALUE
               Cash Flow Before Debt Service plus Property Resale
   Discounted Annually (End-point on Cash Flow & Resale) over a 10-Year Period

                  For the                      P.V. of       P.V. of
Analysis           Year            Annual     Cash Flow     Cash Flow
 Period           Ending         Cash Flow     @ 10.50%      @ 11.00%
 ------           ------         ---------     --------      --------

Year 1           Sep-1996       $  438,615    $  396,937   $  395,149
Year 2           Sep-1999          434,539       355,880      352,681
Year 3           Sep-2000          445,801       330,411      325,966
Year 4           Sep-2001          444,069       297,853      292,522
Year 5           Sep-2002          431,596       261,978      256,131
Year 6           Sep-2003          441,765       242,671      236,186
Year 7           Sep-2004          439,336       218,404      211,610
Year 8           Sep-2005          450,672       202,751      195,558
Year 9           Sep-2006          441,179       179,620      172,468
Year 10          Sep-2007          455,338       167,769      160,363
                                ----------    ----------   ----------
 Total Cash Flow                 4,422,910     2,654,274    2,598,634
 Property Resale @ 10.50% Cap    4,263,680     1,570,948    1,501,602
                                              ----------   ----------
 Total Property Present Value                 $4,225,222   $4,100,236
                                              ==========   ==========

 Rounded to Thousands                         $4,225,000   $4,100,000
                                              ==========   ==========

 Per SqFt                                          81.50        79.09

PERCENTAGE VALUE DISTRIBUTION

 Assured Income                                   55.99%       56.55%
 Prospective Income                                6.83%        6.83%
 Prospective Property Resale                      37.18%       36.62%
                                              ==========   ==========
                                                 100.00%      100.00%


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 128
<PAGE>

                                                INCOME CAPITALIZATION APPROACH -
                                                                  RECONCILIATION
================================================================================

Introduction

      The direct capitalization and discounted cash flow analysis are the two
most frequently utilized methods in appraisal practice. The Direct
Capitalization Method represents the more traditional method and the Discounted
Cash Flow Analysis Method is the more current for investment grade property.

Direct Capitalization              $4,440,000

      The Direct Capitalization Method utilized stabilized gross income based on
existing lease income (if any) and vacant lease space at market rates.
Appropriate deductions from the gross income, including vacancy & credit loss
and expenses, were analyzed and supported from available data. The resulting net
operating income was capitalized based on an overall rate derived from
comparable sales presented in the Sales Comparison Approach.

Discounted Cash Flow               $4,100,000

      The Discounted Cash Flow model takes into account the actual cash flows
that will result from the current leases (if any) as well as the future income
to the property based on current and expected future market rental rates. The
analysis also recognizes current investor perceptions of future appreciation
rates and economic factors as well as current investors' required rates of
return on invested capital. This technique is particularly useful in valuing
investment grade, multi-tenant, and/or properties with below stabilized
occupancies. The discounted cash flow analysis is less reliable for
owner-occupied properties and small income properties which are typically
purchased by less sophisticated buyers.

Reconciliation

Value Estimate Summary by Method:
      Direct Capitalization:                           $4,440,000
      Discounted Cash Flow Analysis:                   $4,100,000
        Variance:                                           8.29%

      The two methods utilized indicated a relatively narrow value range and are
generally supportive of each other. The subject's investment grade quality is
good with the most probable buyer being a regional investor. Recent investor
trends reflect a tendancy of investors to focus on the direct capitalization
approach while utilizing the discounted cash flow for additional support. In
addition, a sufficient number of recent sales of similar properties is available
to derive an overall capitalization rate. Thus, most consideration is given the
direct capitalization approach.

      Therefore, the estimated value of the subject property by the income
capitalization approach, as of October 21, 1997, as follows:

Value Indicated by the Income Capitalization Approach          $4,440,000

        Implied OAR:          9.99%


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 129
<PAGE>

                                                          CERTIFICATION OF VALUE
================================================================================

We certify that, to the best of our knowledge and belief,...

1.    The statements of fact contained in this report are true and correct.

2.    The reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions, and are our personal,
      unbiased professional analyses, opinions, and conclusions.

3.    We have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved.

4.    Our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of subsequent event.

5.    Our analyses, opinions, and conclusions were developed, and this report
      has been prepared, in conformity with the Uniform Standards of
      Professional Appraisal Practice published by the Appraisal Foundation and
      the Standards of Professional Practice of the Appraisal Institute.

6.    The use of this report is subject to the requirements of the Appraisal
      Institute relating to review by its duly authorized representatives.

7.    As of the appraisal date, James E. Lamb, MAI, has completed the
      requirements of the continuing education program of the Appraisal
      Institute.

8.    Craig A. Johnson made a personal inspection of the property that is the
      subject of this report.

9.    James E. Lamb, MAI has not made an inspection of the subject property. Mr.
      Lamb has reviewed the subject appraisal report and concurs with the
      analysis and conclusions contained in the appraisal report.

10.   No one provided significant professional assistance to the person(s)
      signing this report.

11.   This appraisal assignment was not based on a requested minimum valuation,
      a specific valuation, or the approval of a loan.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 130
<PAGE>

                                                 Certification of Value, cont'd.
================================================================================

12.   The market value of the leased fee interest in the subject property,
      subject to the Assumptions and Limiting Conditions stated herein, as of
      October 21, 1997 is estimated to be:

                       Four Million Four Hundred Thousand
                                  ($4,400,000)

/s/ James E. Lamb                     /s/ Craig A. Johnson

James E. Lamb, MAI                    Craig A. Johnson
Review Appraiser                      Associate Appraiser
State Certified General Real          State Certified General Real
  Estate Appraiser                      Estate Appraiser
Licensee #CG-557                      Licensee #CG-1200


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 131
<PAGE>

                                                                 INTRODUCTION TO
                                               SEGREGATED MARKET VALUE ESTIMATES
================================================================================

Introduction

      In addition to the appraisal of the subject total shopping center, the
client has requested additional market value estimates reflecting the
segregation of the Bi-Lo lease space from the remainder of the shopping center.
Market value estimates are provided each of the segregated sections. The
scenario assumes that the Bi-Lo Center can be sold separately to two different
buyers.

      The separate appraisals of the segregated parts previously described is
considered a reasonable assumption. Furthermore, the segregation of the parts is
not considered misleading for because the separate ownership of an anchor tenant
within a shopping center is not an uncommon practice in the market. As an
example, Kroger stores located within shopping centers are commonly sub-parceled
and owned separately, even when the space is in-line space and not free
standing.

      The following two sections of the appraisal report presents the data and
analysis supporting the conclusions of market value for 1) the Bi-Lo assuming it
is sold separately from the remainder of the shopping center and 2) the
remainder of the shopping center excluding Bi-Lo. The analysis is presented in a
brief format in order that descriptions and analysis is not replicated from the
previous section representing the appraisal report of the total shopping center.
The following analysis relies heavily on the data and analysis previously
presented and must remain a part of the total shopping center appraisal report
to be fully understood by the reader.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 132
<PAGE>

                                                                    APPRAISAL OF
                                                                THE BI-LO CENTER
                                                           BI-LO (SINGLE TENANT)
================================================================================


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 133
<PAGE>

                                        SUMMARY OF IMPORTANT FACTS & CONCLUSIONS
                                                                 BI-LO VALUATION
================================================================================

Valuation Conclusion:
  Final Value Estimate:              $4,020,000
    Cost Approach:                   Omitted
    Sales Comparison Approach:       $4,000,000
    Income Capitalization Approach:  $4,030,000

  Comment: The cost approach is omitted because of the subject's location within
  an existing shopping center and the difficulty in allocating common areas
  shared between the two properties. In addition, buyers of single tenant
  facilities similar to the subject focus on the credit and income generating
  ability of the tenant and place virtually no emphasis on the cost approach,
  given the long term lease that typically exists.

  Estimated Marketing Period:        12 months, assuming the subject is placed
                                     on the market at the final value estimate
                                     conclusion above

  Interest Appraised:                leased fee

  Value Estimate's Implied Units of Comparison:
    Value/SF:                        $102.92/SF
    GIM:                             10.42x
    Overall Rate:                    9.37%

Significant Appraisal Dates:
  Date of Appraisal Report:          November 20, 1997
  Effective Date Of Appraisal:       October 21, 1997
  Date of Inspection:                October 21, 1997

Location:
  Physical Location:                 Northeast corner of North Chancery Street
                                     and New Smithville Road/Highway 56 within
                                     the Bi-Lo Center
  City:                              McMinnville
  County:                            Warren
  State:                             Tennessee

Legal Description:
  Tax Map/Parcel:                    P/o 059K - D - 041.00

Property Description:
  Land Area:
    Acres:                           3.833 estimated
    Square Feet:                     166,944
    Zoning:                          C-2 General Commercial District


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 134
<PAGE>

                                        Summary of Important Facts & Conclusions
                                                        Bi-Lo Valuation, cont'd.
- --------------------------------------------------------------------------------

  Improvements:
    Property Type:                   retail
    Tenancy:                         single-tenant
    Size (Gross Building Area):      38,864 SF
    Size (Net Rentable Area):        38,864 SF
    Year Built:                      1984; 1995 Addition
    Current Physical Occupancy:      100%

Highest and Best Use:
  As Vacant:                         Hold for investment and/or development as a
                                     retail services use.

  As Improved:                       Continued use as single tenant retail 
                                     anchor space.

Estimated Income Operating Data:
  Gross Potential Income:            $425,701
  Occupancy at Date of Appraisal:    100%
  Stabilized Vacancy:                5%
  Net Operating Income:              $374,954


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 135
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 1:
- --------------------------------------------------------------------------------

PROJECT DATA

     Comp__Code:  226

  Project Name:   Winn Dixie Gulfport

       Location:  1444 E. Pass Road; N/s of Pass Road, approximately 400' east
                  of Lorraine Road, Gulfport, MS

       County:    Harrison

       Grantor:   Pass Road Associates

       Grantee:   Cobb Investment

PROPERTY DATA

  Net Rentable Area (SF):  48,466

               Land Size:  5.446 Acres

     Land/Building Ratio:  4.9/1

              Year Built:  1996

               Occupancy:  100%

            Construction:  1 story masonry

               Condition:  New

          Anchor Tenants:  Winn Dixie (single tenant)

  Date of Sale:  08/23/96           Book/Page:       1346 / 128

  Map(s):        1010F-02

  Parcel(s):     028.00

TRANSACTION DATA

  Actual Consideration:  $4,345,000          Cash Equivalent:  $4,345,000

  Financing:             Cash to seller

  First Mortgage:        $0

  Other Mortgages:       $0

  Total Mortgages:       $0                  Actual Equity:    $4,345,000

  Verified By:           Grantee through local appraiser


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 136
<PAGE>

                                    Retail Center Sale Comparable No. 1, cont'd.
- --------------------------------------------------------------------------------

        OPERATING DATA:          Total $        Per SF       % of GAI

   Gross Annual Income:         $374,908         $7.74        100.00%

          Less Vacancy:               $0         $0.00          0.00%
                                --------      --------        -------

Effective Gross Income:         $374,908         $7.74        100.00%

         Less Expenses:         ($3,749)      $ (0.08)          1.00%
                                --------      --------        -------
  Net Operating Income:         $371,159         $7.66         99.00%

          Debt Service:               $0         $0.00          0.00%
                                --------      --------        -------
             Cash Flow:         $371,159         $7.66         99.00%

    UNITS OF COMPARISON          Actual

                   GIM:            11.59

         Effective GIM:            11.59

          Overall Rate:            8.54%

        Equity Dividend:           8.54%

     Sales Price Per SF:          $89.65

COMMENTS:   The building was completed on August 22, 1996 or one day prior to
            closing. The 48,466 SF consists of 44,000 SF of sales area, 1,060 SF
            entrance area, 1,500 SF receiving room and 1,906 SF of miscellaneous
            rear annex area. The lease was reported to be a typically structured
            Winn Dixie lease, or a NNN expense recovery, 20 year term with no
            rent escalations and the tenant responsible for structural
            maintenance. The expenses only include a 1%
            management/administrative fee and do not include a reserve. The
            reserve expense was excluded since the tenant is responsible for
            structural maintenance.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 137
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 2:
- --------------------------------------------------------------------------------

PROJECT DATA

     Comp Code:  225

  Project Name:  Winn Dixie Transmitter Crossing

      Location:  South corner of Transmitter Road and US-231, Panama City, FL

        County:  Bay

       Grantor:  Transmitter Crossing, LLC

       Grantee:  West Pointe Properties

PROPERTY DATA

  Net Rentable Area (SF):  47,000

               Land Size:  7.00 Acres

     Land/Building Ratio:  6.5/1

              Year Built:  1996

               Occupancy:  100%

            Construction:  1 story masonry

               Condition:  New

          Anchor Tenants:  Winn Dixie (single tenant)

  Date of Sale:   07/09/97                Book/Page:          N / A

  Map(s):         119

  Parcel(s):      09

TRANSACTION DATA

  Actual Consideration:  $4,355,000      Cash Equivalent:   $4,355,000

  Financing:             Cash to seller

  First Mortgage:        $0

  Other Mortgages:       $0

  Total Mortgages:       $0                Actual Equity:   $4,355,000

  Verified By:           Paul Strempel (205-988-5513)


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 138
<PAGE>

                                    Retail Center Sale Comparable No. 2, cont'd.
- --------------------------------------------------------------------------------

OPERATING DATA:                      Total $        Per SF      % of GAI

   Gross Annual Income:             $377,778        $8.04        100.00%

          Less Vacancy:                   $0        $0.00          0.00%
                                    --------        -----        ------ 
 
Effective Gross Income:             $377,778        $8.04        100.00%

         Less Expenses:             $(3,778)        $(0.08)       -1.00%
                                    --------        -----        ------ 

  Net Operating Income:             $374,000        $7.96         99.00%

          Debt Service:                   $0        $0.00          0.00%
                                    --------        -----        ------ 

             Cash Flow:             $374,000        $7.96         99.00%

       UNITS OF COMPARISON          Actual

                      GIM:           11.53

            Effective GIM:           11.53

             Overall Rate:            8.59%

          Equity Dividend:            8.59%
 
       Sales Price Per SF:          $92.66

COMMENTS:   The Winn Dixie is part of the Transmitter Crossing Shopping Center
            on the east side of Panama City. The lease structure was reported to
            have no rent escalations over the 20 year term and NNN expense
            recovery. The tenant is responsible for structural maintenance. The
            only expense included in the operating statement was a
            management/administration charge of 1% of rental income. No reserves
            expense was recognized because the tenant is responsible for
            structural maintenance.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 139
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 3:
- --------------------------------------------------------------------------------

PROJECT DATA

     Comp_Code:  196

  Project Name:  Bruno's of Bellevue

      Location:  7604 US-70S; NW quadrant of US-70S and Sawyer Brown Road,
                 Bellevue Center Mall Ring Road, Nashville, TN

        County:  Davidson

       Grantor:  Bruno's Inc.

       Grantee:  New York Life Insurance Company

PROPERTY DATA

   Net Rentable Area (SF):  54,858

                Land Size:  6.40

      Land/Building Ratio:  5.08/1

               Year Built:  1996

                Occupancy:  100%
  
             Construction:  Steel frame and concrete block with brick

                Condition:  Excellent 

           Anchor Tenants:  Bruno's (single tenant)

  Date of Sale:  04/25/97                 Book/Page:      10438 / 524

  Map(s):        142

  Parcel(s):     299

TRANSACTION DATA

  Actual Consideration:  $7,338,666.          Cash Equivalent: $7,338,666

  Financing:             All cash to seller

  First Mortgage:        $0

  Other Mortgages:       $0

  Total Mortgages:       $0                    Actual Equity:    $7,338,666

  Verified By:           Ted Anglyn, New York Life


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 140
<PAGE>

                                    Retail Center Sale Comparable No. 3, cont'd.
- --------------------------------------------------------------------------------

       OPERATING DATA:              Total $         Per SF      % of GAI
  Gross Annual Income:             $660,480         $12.04       100.00%

         Less Vacancy:                   $0          $0.00         0.00%
                                   --------        -------       -------

Effective Gross Income:            $660,480         $12.04       100.00%

         Less Expenses:            $(6,605)        $(0.12)        -1.00%
                                   --------        -------       -------
  Net Operating Income:            $653,875         $11.92        99.00%

          Debt Service:                  $0         $0.00          0.00%
                                   --------        -------       -------

             Cash Flow:            $653,875         $11.92        99.00%

       UNITS OF COMPARISON          Actual

                      GIM:          11.11

            Effective GIM:          11.11

             Overall Rate:           8.91%

          Equity Dividend:           8.91%

       Sales Price Per SF:        $133.78

COMMENTS:   The sale represents a sale-lease back. The 25 year lease is absolute
            net and the buyer only recognized administative/management expense
            at 1% of income. No vacancy was charged. Income escalates 2.5% every
            5 years. The building is the new prototype grocery store for
            Bruno's. The new Bruno's is an upscale, good quality grocery store.
            The property is located on an outparcel of the Bellevue Center mall
            in southwest Nashville-Davidson County. The Bellevue community is a
            middle to upper middle income neighborhood. Mr. Anglyn indicated
            that the overall rate is a


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 141
<PAGE>

                                    Retail Center Sale Comparable No. 3, cont'd.
- --------------------------------------------------------------------------------

            little aggressive, particularly for a BBB credit like Bruno's.
            However, the buyer considered the location to be very good. The sale
            represented deferred tax free exchange for the buyer.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 142
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 4:
- --------------------------------------------------------------------------------

PROJECT DATA

     Comp_Code:  182

  Project Name:  Payless Shoesource

      Location:  2840 Bartlett Blvd, Bartlett, TN

        County:  Shelby

       Grantor:  Payless Shoesource, Inc.

       Grantee:  Gemtone, Inc.

PROPERTY DATA

  Net Rentable Area (SF):  4,576

               Land Size:  .636 / 27,704SF

     Land/Building Ratio:  6:1

              Year Built:  1996

               Occupancy:  Good

            Construction:  Masonry

               Condition:  100%

          Anchor Tenants:  Payless Shoes

  Date of Sale:  5/06/96                  Book/Page:        FW / 7620

  Map(s):        N/A

  Parcel(s):

TRANSACTION DATA

  Actual Consideration:  $766,857            Cash Equivalent:  $766,857

  Financing:             Cash to seller

  First Mortgage:        $0

  Other Mortgages:       $0

  Total Mortgages:       $0                   Actual Equity:      $766,857

  Verified By:           Terry Lynch, Developer


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 143
<PAGE>

                                    Retail Center Sale Comparable No. 4, cont'd.
- --------------------------------------------------------------------------------

        OPERATING DATA:              Total $         Per SF      % of GAI

   Gross Annual Income:              $73,216         $16.00       100.00%

          Less Vacancy:                   $0          $0.00         0.00%
                                    --------        -------       -------

Effective Gross Income:              $73,216         $16.00       100.00%

         Less Expenses:             $(2,000)        $(0.44)        -2.73%
                                    --------        -------       -------

  Net Operating Income:             $ 71,216        $ 15.56        97.27%

          Debt Service:                   $0          $0.00         0.00%
                                    --------        -------       -------

             Cash Flow:              $71,216         $15.56        97.27%

    UNITS OF COMPARISON      Actual

                   GIM:       10.47

         Effective GIM:       10.47

          Overall Rate:        9.29%

       Equity Dividend:        9.29%

    Sales Price Per SF:     $167.58

COMMENTS:   This property consists of a free-standing Payless Shoe store that
            was a build-to-suit. The building was sold and was then leased back
            to the tenant for an initial lease rate of $16.00/SF on an absolute
            net basis. Good location in the heart of Bartlett commercial
            district. Land value was estimated at $300,000. Front footage is
            653' on Bartlett Blvd.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 144
<PAGE>

                              Comparable Sale Map

                               [GRAPHIC OMITTED]


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 145
<PAGE>

                                            SALES COMPARISON APPROACH - ANALYSIS
                                                                           BI-LO
================================================================================

Comparable Improved Sales Summary

<TABLE>
<CAPTION>
===================================================================================
Sale No.          Subject               1              2              3           4
- -----------------------------------------------------------------------------------
                                              Winn Dixie
                               Winn Dixie    Transmitter     Bruno's of     Payless
Name/Address                     Gulfport       Crossing       Bellevue  Shoesource
- -----------------------------------------------------------------------------------
<S>               <C>            <C>            <C>           <C>          <C>      
Sale Date         Current        08/23/96       07/09/97      04/25/76     05/06/96 
- -----------------------------------------------------------------------------------
Year Built           1984            1996           1996          1996         1996 
- -----------------------------------------------------------------------------------
Occupancy            100%            100%            96%          100%         100% 
- -----------------------------------------------------------------------------------
Size(SF)           38,846          48,466         47,000        54,858        4,576 
- -----------------------------------------------------------------------------------
% Credit/ Anchor     100%            100%           100%          100%         100% 
- -----------------------------------------------------------------------------------
SP/SF                 N/A          $89.65         $92.66       $133.78      $167.58
- -----------------------------------------------------------------------------------
NOI/SF              $9.65           $7.66          $7.96        $11.92       $15.56
- -----------------------------------------------------------------------------------
GIM                   N/A           11.59          11.53         11.11        10.47
- -----------------------------------------------------------------------------------
NOI/GPI            97.68%          99.00%         99.00%        99.00%       97.27%
===================================================================================
</TABLE>

Note: All transaction data in the chart reflects cash equivalency and/or other 
      adjustments applied in the comparable sale summary sheets.

Comparison of Important Factors Affecting SP/SF

      All property characteristics of the comparable sales and the subject
property have been analyzed by the appraisers. The following summarizes the
comparison of primary factors of the comparable sales affecting value as
compared to the subject.

Subject:
      Primary Negative Factors:  Tenant credit (i.e., high debt ratio of parent
                                 company)

      Primary Positive Factors:  None signfidicant

Sale No. 1 - Winn Dixie Gulfport (Gulfport, MS):

      Inferior Factors
       Compared to Subject:      Lower NOI/SF
      Superior Factors
       Compared to Subject:      Absolute-net lease; Good credit tenant
      Overall Comparison
       to Subject:               Inferior before adjustments; superior after
                                 adjustments


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 146
<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
- --------------------------------------------------------------------------------

Sale No. 2 - Winn Dixie Transmitter Crossing (Panama City, FL):
     Inferior Factors
       Compared to Subject:      Lower NOI/SF
     Superior Factors
       Compared to Subject:      Absolute-net lease; Good credit tenant
     Overall Comparison
       to Subject:               Inferior before adjustments; superior after 
                                 adjustments

Sale No. 3 - Bruno's of Bellevue (Nashville, TN):
     Inferior Factors
       Compared to Subject:      None
     Superior Factors
       Compared to Subject:      Higher NOI/SF
     Overall Comparison
       to Subject:               Superior before adjustments; slightly superior 
                                 after adjustments

Sale No. 4 - Payless Shoesource (Memphis, TN):
     Inferior Factors
       Compared to Subject:      None
     Superior Factors
       Compared to Subject:      Higher NOI/SF
     Overall Comparison
       to Subject:               Superior before adjustments; similar after 
                                 adjustments

Most Comparable Sales:           Nos. 3 and 4

      Comment: Sale Nos. 3 and 4 are the most similar because they have the most
similar risk and are located in Tennessee as is the subject property. However,
given the subject's tenant credit, it is most similar to No. 4.

Sale Price Per Square Foot Method

NOI/SF Adjustment Analysis

     Sale No.       NOI/SF        SP/SF       Multiplier      Adj. SP/SF  
     --------       ------        -----       ----------      ----------
         1          $7.66        $89.65         1.2595         $112.91    
         2          $7.96        $92.66         1.2120         $112.30    
       Subj.        $9.65          --            --               --      
         3         $11.92       $133.78         0.8094         $108.28    
         4         $15.56       $167.58         0.6200         $103.90    
                                                         
                Note: Above chart is sorted based on ascending NOI/SF's.

      Comments/Analysis: Sale Nos. 3 and 4 are the most similar to the subject
as previously discussed. Based on the adjusted sale price per square foot of the
previously


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 147
<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
- --------------------------------------------------------------------------------

identified most comparable sales, the indicated market value per square foot
range for the subject property is $104.00 to $108.00. The calculations are
presented as follows.

                            SP/SF Method Calculations

                                                       Value Est.,
                  Size              SP/SF Est.           Rounded
              
                 38,864  SF    x     $104.00     =     $4,040,000
                 38,864  SF    x     $108.00     =     $4,200,000
           
Gross Income Multiplier Method

                            NOI/GPI to GIM Comparison

                    Sale No.       NOI/GPI %       GIM  
                    --------       ---------       ---
                        4           97.27%        10.47 
                      Subj.         97.68%        --    
                        3           99.00%        11.11 
                        1           99.00%        11.59 
                        2           99.00%        11.53 

            Note: Above chart is sorted based on ascending NOI/GPI's.

      Comment/Analysis: Sale Nos. 3 and 4 are the most similar to the subject as
previously discussed. Based on the comparison in the previous chart and
considering the general characteristics of the transactions as compared to the
subject previously discussed, the subject's GIM should be slightly below Sale
No. 4. Thus, the GIM range estimated for the subject is 10.40x to 11.00x after
considering the factors noted above. The calculations for this method are
presented below.

                                GIM Calculations
                                                       Value Est.,
                 Gross Inc.           GIM Est.            Rounded

                 $383,875       x      10.50     =     $4,030,000
                 $383,875       x      11.00     =     $4,220,000


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 148
<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
- --------------------------------------------------------------------------------

Sales Comparison Approach - Reconciliation

                             Summary of Value Ranges

                     Method               Value Range
                                --------------------------------
                     SP/SF:     $4,040,000     to     $4,200,000
                     GIM:       $4,030,000     to     $4,220,000

      Comment/Analysis: The indicated value ranges are relatively narrow and
supportive of each other. The most comparable sale tends to support the extreme
lower end of the value range for the subject property, particularly considering
the tenant credit.

      As a result, the value estimate as indicated by the sale comparison
approach, is reconciled as follows.

Sales Comparison Approach Value Estimate: $4,000,000

     Implied SP/SF:                          $102.92

     Implied GIM:                              10.42


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 149
<PAGE>

                                                  INCOME CAPITALIZATION APPROACH
================================================================================

Analysis or Potential Income

                       Subject Existing Rent Roll Summary

================================================================================
                                              Lease
                               Lease  Lease    Term           Lease
Suite #  Tenant     Size (SF)  Begin    End  (Yrs.)  Rent/SF   Type  Annual Rent
- --------------------------------------------------------------------------------
  1      BiLo        38,864    07/85  12/15    30.5   $9.88     NNN   $383,875 
================================================================================

      Comment: The subject lease is a triple-net lease in which the tenant is
responsible for common area maintenance (CAM), real estate tax and insurance
expenses.

Analysis of Expenses

Vacancy & Collection Loss
    Subject Data:
        Tenancy:                   single-tenant
        Current Occupancy:         100%

    Analysis:                      Based on a review of the market data above as
                                   well as the subject's current vacancy and
                                   tenant credit, a vacancy and collection loss
                                   of 5% is considered appropriate over the
                                   holding period. The lease is a 20 year lease
                                   with a 18 year remaining term and there will
                                   be no tenant turnover. The credit of the
                                   tenant is considered to be good. The
                                   treatment of the subject vacancy must be the
                                   same as the vacancy treatment of the sales in
                                   order to derive the same type of calculated
                                   net operating income for capitalization
                                   purposes. The comparable sales utilized 5%
                                   vacancy.

Estimated Vacancy &
    Collection Loss:               5%

Management:
    Expense Description:           The subject must be considered as an
                                   investment under prudent management. A charge
                                   is made to reflect either the owner's input
                                   of time and attention or that of a
                                   professional agent. The expense would include
                                   the collection of rents, supervision of all
                                   maintenance, etc.

    Analysis:                      The proforma annual management fee for the
                                   subject property is 1.0% of the Effective
                                   Gross Income. This reflects the owners time
                                   and expense for bookkeeping and other minimal
                                   management


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 150
<PAGE>

                                         Income Capitalization Approach, cont'd.
- --------------------------------------------------------------------------------

                                   and administrative expenses since it is
                                   considered a long-term, triple-net lease.

    Estimated Management:          1.0%

Reserves:
    Expense Description:           A reserves or replacement allowance provides
                                   for the periodic replacement of building
                                   components that wear out more rapidly than
                                   the building itself and must be replaced
                                   periodically during the building's economic
                                   life. Examples of these components are roof
                                   cover, HVAC compressors, parking areas and
                                   other site improvements.

    Analysis:                      The reserves expense estimate is based
                                   primarily on the typical expense recognized
                                   by buyers as compared to a calculated type
                                   estimate. The subject has an absolute net
                                   lease which states that the tenant will be
                                   responsible for all structural maintenance
                                   including all structural components such as
                                   roof, exterior walls, HVAC, landscaping,
                                   parking areas and all site improvements.
                                   Based upon the age and condition of the
                                   property and typical buyer actions for this
                                   type of investment, no reserves expense is
                                   applied. This is consistent with the
                                   comparable Bi-Lo sales presented in this
                                   report.

    Estimated Reserves:            $0.10/SF

Estimated Expense Summary

                                   Management          1.0%  EGI  =   $4,257

                                   Taxes:             $0.58  /SF  =  $22,394

                                   Insurance:         $0.10  /SF  =   $3,886

                                   CAM:               $0.40  /SF  =  $15,546

                                   Administration:    $0.02  /SF  =     $777

                                   Reserves:          $0.10  /SF  =   $3,886
                                                      -----           ------

                                Subtotal Expenses:    $1.31  /SF  =  $50,746


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 151
<PAGE>

                                         Income Capitalization Approach, cont'd.
- --------------------------------------------------------------------------------

STABILIZED OPERATING STATEMENT- Bi-Lo Store

Gross Rental Income Potential:

                                                Lease
                           Size (SF)             Rate
                           ---------             ----
  Anchors                   38,864      @     $9.88 /SF        =       $383,875
  Local Shop Space               0      @     $0.00 /SF        =             $0
                                 -            -----                           -
  Gross Rent Income         38,864      @     $9.88 /SF        =       $383,875
  (See Rent Roll for Rent Allocation)

Plus: Expense Recovery
  Anchor @            NNN                                               $41,826
  Local Shop @        NNN                                                    $0
                                                                             --
  Total Expense Recovery                                                $41,826

Total Income By Tenant Type Classification
  Anchor @                                                             $425,701
  Local Shop @                                                               $0
                                                                             --
Total Gross Annual Income:                                             $425,701

Less: Vacancy/Collection Loss
  Anchor Income @                               0%                           $0
  Local Shop Income @                           5%                           $0
                                                -                            --

Effective Gross Income:                                                $425,701

Less Expenses

  Management                  1.0%    EGI   =      $4,257  
  Taxes:                      $0.58   /SF   =     $22,394 
  Insurance:                  $0.10   /SF   =      $3,886 
  CAM:                        $0.40   /SF   =     $15,546 
  Administration:             $0.02   /SF   =        $777 
  Reserves:                   $0.10   /SF   =      $3,886 
                              -----                ------ 
Subtotal Expenses:            $1.31   /SF   =     $50,746              ($50,746)
                                                                       -------- 
Net Operating Income:                                                  $374,954
                                                                       ========

  NOI/SF:                      $9.65
  NOI/Gross Income            97.68%

                            CAPITALIZATION TECHNIQUE

                     NOI        /      OAR        =     Value Estimate   
                  $374,954      /      9.30%      =        $4,031,767 

                  Current Stabilized Value Estimate        $4,030,000 
                  Less:  Deferred Maintenance                       0 
                  Less:  Lease-Up Costs to Stabilization            0 
                                                                    - 
                  As Is Value Estimate                     $4,030,000 


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 152
<PAGE>

                                         Income Capitalization Approach, cont'd.
- --------------------------------------------------------------------------------

Analysis of Direct Capitalization

                      Improved Sales' Overall Rate Summary

================================================================================
Sale No.           Subject            1              2            3           4
- --------------------------------------------------------------------------------
                                           Winn Dixie
Name/Address                 Winn Dixie    Transmitter   Bruno's of    Payless
                              Gulfport      Crossing      Bellevue    Shoesource
- --------------------------------------------------------------------------------
Sale Date          Current      08/23/96     07/09/97      04/25/97    05/06/96
- --------------------------------------------------------------------------------
Year Built            1984          1996         1996          1996        1996
- --------------------------------------------------------------------------------
Occupancy              100%         100%         100%          100%        100%
- --------------------------------------------------------------------------------
Size (SP)           38,864        48,466       47,000        54,858       4,576
- --------------------------------------------------------------------------------
% Credit/ Anchor       100%         100%         100%          100%        100%
- --------------------------------------------------------------------------------
Overall Rate           N/A         8.54%        8.59%         8.91%       9.29%
================================================================================

Note: All transaction data in the chart reflects cash equivalency and/or other
      adjustments applied in the comparable sale summary sheets. 

Comparison of Important Factors Affecting OAR

      All property and conditions of sale characteristics of the comparable
sales and the subject property have been analyzed by the appraisers. The
following summarizes the comparison of primary factors of the comparable sales
affecting value as compared to the subject.

      Note: The reader is reminded that this is a comparison of overall rates
and not the sales price per square foot. Therefore, the terms of comparison to
the subject of each sale may be different than those used in the previously
presented Sales Comparison Approach, which was based on the quantity of income
and subsequent adjustments to the sales price per square foot. While the overall
rate recognizes physical factors, intangible factors such as quality of tenants,
conditions of sale, occupancy at time of sale, and investment quality tend to
have stronger influence on the overall rate comparison. As an example, two
properties with different locations and quality of improvements may have
significantly different per square foot sales prices, but very similar overall
rates. Thus, the comparison to the subject includes the intangible factors
influencing overall rates.

Subject:
     Primary Negative Factors:  None
     Primary Positive Factors:  Tenant credit

Most Comparable Sales:          Nos. 3 and 4


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 153
<PAGE>

                                         Income Capitalization Approach, cont'd.
- --------------------------------------------------------------------------------

      Comment/Analysis: All of the sales are single tenant facilities with long
term leases. Sale Nos. 3 and 4 are considered most comparable with similar lease
structures and obviously similar credit. Sale Nos. 3 and 4 have inferior credit
tenants. Based on the relatively narrow range indicated by the most comparable
sales, the appropriate overall rate for the subject is 9.30%.

Concluded OAR:            9.30%

Discounted Cash Flow

      This technique is omitted because sufficient market data is available to
derive an overall rate. Furthermore, the subject lease is a flat rate lease
throughout the term of the lease, which is the same as the most comparable
sales. Thus, given the numerous forecasts and assumptions required by the
discounted cash flow, the direct capitalization technique would be given the
most weight in the reconciliation of the value between the two techniques.

      However, the value estimate derived by the direct capitalization technique
yields a 10% internal rate of return (IRR), or discount rate. This is considered
a very reasonable IRR in comparison to other similar quality single tenant
investments.

Income Capitalization Approach Reconciliation

Value Estimate Summary by Method:
        Direct Capitalization:                                 $4,030,000
        Discounted Cash Flow Analysis:                            Omitted

      Therefore, the estimated value of the subject property Bi-Lo by the income
capitalization approach, assuming it has been sub-parceled and sold separate
from the remainder of the shopping center, as of October 21, 1997, is as
follows:

Value Indicated by the Income Capitalization Approach                 $4,030,000

        Implied OAR:      9.30%


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 154
<PAGE>

                                         CORRELATION AND FINAL ESTIMATE OF VALUE
                                                                 BI-LO VALUATION
================================================================================

Introduction:

      The two indications utilized in the appraisal of the subject property
falls within an acceptable range. In the final analysis, the strengths and
weaknesses of each approach must be considered and most weight must be given to
the approach or approaches with the greatest quantity and quality of supporting
data. Since market value is being sought, both approaches rely heavily upon
supporting data from the marketplace.

Cost Approach:                     Omitted

Analysis:                          The cost approach is omitted because of the
                                   subject's location within an existing
                                   shopping center and the difficulty in
                                   allocating common areas shared between the
                                   two properties. In addition, buyers of single
                                   tenant facilities similar to the subject
                                   focus on the credit and income generating
                                   ability of the tenant and place virtually no
                                   emphasis on the cost approach, given the long
                                   term lease that typically exists.

Weighted Consideration:            Omitted

Sales Comparison Approach:         $4,000,000

General Description:               The sales comparison approach is utilized in
                                   the valuation of the subject. The appraisal
                                   utilizes the best available and verifiable
                                   Single Tenant retail property sales located
                                   in the southeastern region of the country.
                                   This approach utilized two methods to
                                   estimate a value range for the subject - 1)
                                   sales price per square foot and 2) the gross
                                   income multiplier (GIM). The adjusted selling
                                   price per square foot of building area and
                                   GIM of each comparable is utilized in
                                   comparison to the subject property. After
                                   appropriate adjustments, these sales were
                                   generally similar to the subject in quality,
                                   design, location and age.

Analysis:                          A sufficient quantity and quality of
                                   comparable sales was available to compare to
                                   the subject. Since the subject's most
                                   probable buyer is a regional or national
                                   investor, this approach is considered most
                                   reflective of a regional or nationally owned
                                   retail.

Weighted Consideration:            Significant


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 155
<PAGE>

                                Correlation and Final Estimate of Value, Cont'd.
- --------------------------------------------------------------------------------

Income Capitalization Approach:    $4,030,000

General Description:               The income capitalization approach involved
                                   the analysis of the existing rent as compared
                                   with market rent for the subject space.
                                   Additionally, a stabilized operating
                                   statement was developed. The net operating
                                   income was capitalized by the appropriate
                                   capitalization rate which was derived by
                                   sales comparison.

Analysis:                          A sufficient quantity and quality of
                                   comparable rental and sale data was available
                                   to compare to the subject. Since the
                                   subject's most probable buyer is a regional
                                   or national investor, this approach is
                                   considered most reflective of a regional or
                                   nationally owned retail. This is considered a
                                   reasonable method of estimating value.

Weighted Consideration:            Significant

Summary of Value Indications

       Cost Approach                                             Omitted 
       Sales Comparison approach                              $4,000,000 
       Income Capitalization Approach                         $4,030,000 

Final Conclusions of Value

      The two approaches to value yield a very narrow value range and highly
supportive of each other. In view of the previous analyses, equal weight has
been placed on the sales comparison approach and income capitalization approach.
Thus, the market value of the subject property, contingent to the Assumptions
and Limiting Conditions presented herein, particularly assuming it has been
sub-parceled and sold separate from the remainder of the shopping center, as of
October 21, 1997, is estimated to be:

                              Four Million Dollars
                                  ($4,000,000)

Marketing Period

Analysis:                          The appraisers are required to clearly state
                                   the estimated marketing period required for
                                   the sale of the subject property. As
                                   discussed in the Highest and Best Use
                                   Analysis, the subject property is generally
                                   well suited as a Single Tenant retail
                                   property. The property is located in a
                                   developed retail area with average income
                                   demographics. The property benefits from a
                                   long term lease to a good


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 156
<PAGE>

                                Correlation and Final Estimate of Value, Cont'd.
- --------------------------------------------------------------------------------

                                   credit tenant. As evidenced in the sales
                                   comparison approach, several transactions
                                   have occurred within the past 12 months
                                   indicating buyer interest in the subject
                                   property type.

Conclusion:                        Based on discussions with local brokers and
                                   other market evidence, it is the appraisers'
                                   opinion that an approximate 12 month period
                                   of time would be required to sell the
                                   property, if subjected to a typical marketing
                                   program and if the property were listed at a
                                   price based on the conclusion of value
                                   presented above.


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 157
<PAGE>

                                                                    APPRAISAL OF
                                                                THE BI-LO CENTER
                                                             EXCLUDING THE BI-LO
================================================================================
<PAGE>

                                        SUMMARY OF IMPORTANT FACTS & CONCLUSIONS
                                                                 EXCLUDING BI-LO
================================================================================

Valuation Conclusion:
  Final Value Estimate:                 $750,000
    Cost Approach:                      $760,000
    Sales Comparison Approach:          $750,000
    Income Capitalization Approach:     $750,000
  Estimated Marketing Period:           12 months, assuming the subject is
                                        placed on the market at the final value
                                        estimate conclusion above

  Interest Appraised:                   Leased fee

  Value Estimate's Implied Units of Comparison:
    Value/SF:                           $57.78/SF
    GIM:                                8.44x
    Overall Rate:                       10.44%

Significant Appraisal Dates:
  Date of Appraisal Report:             November 20, 1997  
  Effective Date Of Appraisal:          October 21, 1997   
  Date of Inspection:                   October 21, 1997   

Location:
  Address:                              835 New Smithville Road/Highway 56
  Physical Location:                    Northeast corner of North Chancery 
                                        Street and New Smithville Road/Highway 
                                        56
  City:                                 McMinnville
  County:                               Warren     
  State:                                Tennessee  

Legal Description:
  Tax Map/Parcel:                       P/o 059K - D - 041.00

Property Description:
  Land Area:
    Acres:                              1,277                            
    Square Feet:                        55,626                           
    Zoning:                             C-2  General Commercial District 

  Improvements:
    Property Type:                      Neigborhood shopping center 
    Tenancy:                            Multi-tenant                
    Size (Gross Building Area):         12,980 SF                   
    Size (Net Rentable Area):           12,980 SF                   
    Year Built:                         1984                        
    Current Physical Occupancy:         100%                        


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 158
<PAGE>

                                        Summary of Important Facts & Conclusions
                                                        Excluding Bi-Lo, cont'd.
- --------------------------------------------------------------------------------

Highest and Best Use:
  As Vacant:                            Hold for investment and/or development
                                        as a shopping center.

  As Improved:                          Continued use as a retail shopping
                                        center on a multi-tenant basis.

Estimated Income Operating Data:        
  Gross Potential Income:               $102,859 
  Occupancy at Date of Appraisal:       100%     
  Stabilized Vacancy:                   5%       
  Net Operating Income:                 $78,281  


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 159
<PAGE>

                                                                   COST APPROACH
================================================================================

Introduction

      The following cost approach summary utilizes the same basic data utilized
in the total shopping center analysis. However, it does recognize the exclusion
of the Bi-Lo portion of the building and related improvements. The land value is
based upon a reduction in size of land to 1.277 acres and at the same estimated
market value per square foot.

      The cost approach summary excluding Bi-Lo is presented on the following
page.


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 160
<PAGE>

COST APPROACH SUMMARY - No Bi-Lo Store

Direct Costs                                                 Marshall Valuation
                                                             Cost Estimates
                                                             --------------
Structural Improvements
- -----------------------
Property Size      12,980 SF @     $36.57 /SF    =                $474,728

Special Tenant Improvements*                               
- ----------------------------
No tenant               0 SF @     $24.00 /SF    =                      $0 
No tenant               0 SF @      $0.00 /SF    =                      $0 
No tenant               0 SF @      $0.00 /SF    =                      $0 
Small Shop Allowar 12,980 SF @     $22.00 /SF    =                $285,560 
                                                                  
Site Improvements                                          
- -----------------
Asphalt Paving      4,200 SF @      $1.25 /SF    =     $5,250     
Fence                   0 LF @     $13.00 /LF    =          0     
Signage & Lighting:                                    10,000  
Landscaping:                                           10,000 
Site Preparation                                       10,000 
Traffic Light Installation:                                 0 
Additional Fees & Permits                              10,000 
                    Subtotal Site Improvements:        ------       45,250 
                                                                    ------ 
                    Total Direct Costs:                           $805,538 
                                                    
Indirect Costs                                      
                                                    
                    Land Loan Interest:                $8,640
                    Lease-Up Costs:                    26,700
                    Professional Fees:                 20,000
                                                       ------
                       Total Indirect Costs:                         55,340
                                                                     ------
Total Direct and Indirect Costs:                                   $860,878
                                                                           
Entrepreneurial Profit as % of Direct/Indirect Costs,Rd. 20%        172,176
                                                                    -------
Total Cost New of Improvements and Profit:                       $1,033,053
                                                                           
Less: Accrued Depreciation                                         (399,594)
                                                                   --------
Depreciated Cost of Improvements:                                  $633,459 
                                                                            
Plus: Estimated Land Value by Market Comparison:                    128,000 
                                                                    -------
Value Indicated by the Cost Approach:                              $761,459 
                                                                            
                     Stabilized Value Estimate, Rounded            $760,000 
                     Less:Lease-Up Costs to Stabilization                 0 
                                                                          -
                     Cost Approach As Is Value Estimate:           $760,000 


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 161
<PAGE>

SALES COMPARISON APPROACH - ANALYSIS
                                                                           BI-LO
================================================================================

Comparable Improved Sales Summary

<TABLE>
<CAPTION>
==================================================================================================
Sale No.           Subject             1              2              3            4             5
- --------------------------------------------------------------------------------------------------
Name/Address                 Plaza South   North Nixson   Market Place   Village at   Pine Valley 
                                Shopping    Marketplace       Shopping        Moody      Shopping 
                                 Center,       Shopping         Center     Shopping       Center, 
                           Murfreesboro,        Center,     Shelby, NC      Center,   Wilmington, 
                                      TN   Chattanooga,                   Moody, AL            NC 
                                                     TN                                          
- --------------------------------------------------------------------------------------------------
<S>                <C>          <C>            <C>            <C>          <C>           <C>
Sale Date          Current      07/22/97       03/15/96       05/14/96     02/14/96      04/28/96
- --------------------------------------------------------------------------------------------------
Year Built            1984          1984           1995           1987         1995          1990
- --------------------------------------------------------------------------------------------------
Occupancy             100%          100%            96%           100%         100%          100%
- --------------------------------------------------------------------------------------------------
Size(SF)            12,980        71,028         63,270        197,787       60,800        60,000
- --------------------------------------------------------------------------------------------------
% Credit/ Anchor        0%           64%            83%            85%          72%           71%
- --------------------------------------------------------------------------------------------------
SP/SF                  N/A        $49.11         $75.23         $42.22       $73.77        $73.33
- --------------------------------------------------------------------------------------------------
NOI/SF               $6.03         $5.21          $7.62          $4.30        $7.13         $7.33
- --------------------------------------------------------------------------------------------------
GIM                    N/A          6.31           7.64           7.57         8.40          9.19
- --------------------------------------------------------------------------------------------------
NOI/GPI             88.06%        67.01%         77.41%         77.06%       81.18%        91.87%
==================================================================================================
</TABLE>

Note: All transaction data in the chart reflects cash equivalency and/or other
      adjustments applied in the comparable sale summary sheets.

Comparison of Important Factors Affecting SP/SF

      The same comparable shopping center sales are utilized in this analysis as
the total shopping center valuation. The property will still benefit from the
drawing power and potential local tenant retention created by Bi-Lo; however,
the analysis must recognize the exclusion of Bi-Lo lease income from the
property, which yields a higher risk cash flow property. In addition, the
percentage of anchor decreases to nothing.

Subject:
    Primary Negative Factors:      Lower rental rate prior to adjustments; no 
                                   anchor tenants
    Primary Positive Factors:      None significant

Sale No. 1 - Plaza South Shopping Center, Murfreesboro, TN:
    Inferior Factors
      Compared to Subject:         Anchor lease to expire; condition; age
    Superior Factors
      Compared to Subject:         Anchored center
    Overall Comparison
      to Subject:                  Inferior before adjustments; similar after 
                                   adjustments


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 162
<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
- --------------------------------------------------------------------------------

Sale No. 2 - North Nixson Marketplace Shopping Center, Chattanooga, TN:
    Inferior Factors
      Compared to Subject:         None
    Superior Factors
      Compared to Subject:         Anchored center; new property
    Overall Comparison
      to Subject:                  Superior before adjustment and after 
                                   adjustments

Sale No. 3 - Market Place Shopping Center, Shelby, NC:
    Inferior Factors
      Compared to Subject:         None
    Superior Factors
      Compared to Subject:         Anchored with three major tenants
    Overall Comparison
      to Subject:                  Inferior before adjustments; similar after 
                                   adjustments

Sale No. 4 - Village at Moody Shopping Center, Moody, AL:
    Inferior Factors
      Compared to Subject:         None
    Superior Factors
      Compared to Subject:         Anchored center; new property
    Overall Comparison
      to Subject:                  Superior before adjustment and after 
                                   adjustments

Sale No. 5 - Pine Valley Shopping Center, Wilmington, NC:
    Inferior Factors
      Compared to Subject:         None
    Superior Factors
      Compared to Subject:         Anchored center
    Overall Comparison
      to Subject:                  Superior before adjustment and after 
                                   adjustments

Most Comparable Sales:             No.1

      Comment: Sale No. 1 has the most similar income and risk characteristics
as the subject, particularly considering the percentage of anchor space.


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group. Inc.                              Page 163
<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
- --------------------------------------------------------------------------------

Sale Price Per Square Foot Method

NOI/SF Adjustment Analysis

      Sale No.     NOI/SF       SP/SF      Multiplier     Adj. SP/SF   
      --------     ------       -----      ----------     ----------
         3          $4.30       $42.22       1.4025         $59.21     
         1          $5.21       $49.11       1.1576         $56.85     
       Subj.        $6.03         --           --             --       
         4          $7.13       $73.77       0.8458         $62.39     
         5          $7.33       $73.33       0.8228         $60.34     
         2          $7.62       $75.23       0.7915         $59.54     

            Note: Above chart is sorted based on ascending NOI/SF's.

      Comments/Analysis: Sale Nos. 1 and 4 are the most similar to the subject
as previously discussed. Based on the adjusted sale price per square foot of the
previously identified most comparable sales, the indicated market value per
square foot range for the subject property is $57.00 to $62.00. The calculations
are presented as follows.

                            SP/SF Method Calculations

                                                      Value Est.,
               Size                 SP/SF Est.          Rounded
              12,980   SF     x       $57.00     =     $740,000
              12,980   SF     x       $62.00     =     $800,000

Gross Income Multiplier Method

                            NOI/GPI to GIM Comparison

                Sale No.         NOI/GPI %          GIM    
                --------         ---------          ---    
                    1             67.01%            6.31   
                    3             77.06%            7.57   
                    2             77.41%            7.64   
                    4             81.18%            8.40   
                  Subj.           88.06%            --     
                    5             91.87%            9.19   

            Note: Above chart is sorted based on ascending NOI/GPI's.

      Comment/Analysis: Sale Nos. 1 and 4 are the most similar to the subject as
previously discussed. However, the subject's NOI/GPI % is much higher because
the income utilized excludes expense recoveries. Sale No. 1's income includes
expense recoveries. Based on the comparison in the previous chart and
considering the general characteristics of the transactions as compared to the
subject previously discussed, the subject's GIM should be slightly above Sale
No. 4 because of lower NOI/GPI % and


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 164
<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
- --------------------------------------------------------------------------------

below Sale No. 5 because it is a superior property. Thus, the GIM range
estimated for the subject is 8.30x to 9.20x after considering the factors noted
above. The calculations for this method are presented below.

                                GIM Calculations

                                                            Value Est.,
               Gross Inc.            GIM Est.                 Rounded
                $88,890       x        8.30        =         $740,000
                $88,890       x        9.20        =         $820,000

Sales Comparison Approach - Reconciliation

                                    Summary of Value Ranges

                        Method             Value Range
                                  -------------------------------
                        SP/SF:    $740,000      to       $800,000
                        GIM:      $740,000      to       $820,000

      Comment/Analysis: The indicated value ranges are relatively narrow and
supportive of each other. The most comparable sale, No. 1, reflects the low end
of the range.

      As a result, the value estimate as indicated by the sale comparison
approach, is reconciled as follows.

Sales Comparison Approach Value Estimate:           $750,000
       Implied SP/SF:                                 $57.78
       Implied GIM:                                     8.44


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group. Inc.                              Page 165
<PAGE>

                                                  INCOME CAPITALIZATION APPROACH
================================================================================

Analysis of Potential Income

                       Subject Existing Rent Roll Summary

<TABLE>
<CAPTION>
================================================================================================
                                                             Lease
Suite                                        Lease   Lease    Term            Lease
  #   Tenant                   Size (SF)     Begin     End  (Yrs.)   Rent/SF   Type  Annual Rent
- ------------------------------------------------------------------------------------------------
<S>   <C>                         <C>        <C>     <C>     <C>     <C>        <C>      <C>
  1   BiLo                            0       7/85   12/15   30.5     $0.00     NNN           $0
- ------------------------------------------------------------------------------------------------
  2   Domino's Plaza              1,000      07/85   07/00      5    $11.87     NNN      $11,870
- ------------------------------------------------------------------------------------------------
  3   Tennessee Credit Corp.      1,800      02/95   01/98      3     $5.00     NNN       $9,000
- ------------------------------------------------------------------------------------------------
  4   Video Checkout              5,200      04/94   07/99      2     $6.55     NNN      $34,060
- ------------------------------------------------------------------------------------------------
  5   Ren Center                  3,600      05/90   01/02      5     $6.75     NNN      $24,300
- ------------------------------------------------------------------------------------------------
  6   Heads Up Haircutters        1,380      04/95   04/03      8     $7.00     NNN       $9,680
- ------------------------------------------------------------------------------------------------
Total/Average                    12,980 Square Feet                   $6.85              $88,890
================================================================================================
</TABLE>

       Note: Vacant Space Current Rent/SF input at market rent estimates.

Tenancy:                             Multi-tenant
Square Feet Occupied:                12,980 SF
Square Feet Vacant - Shell:          0 SF
Square Feet Vacant -
  2nd Generation:                    0 SF

Analysis of Expenses

      The expenses per square foot and analysis presented in the total shopping
center valuation analysis are same for this valuation, with the exception of the
following expenses.

Management:

    Analysis:                      The management fee utilized in the total
                                   shopping center valuation was 4.0%. The
                                   proforma annual management fee is 4.0% of the
                                   non-Bi-Lo Effective Gross Income. This is
                                   consistent with local and regional practices.

    Estimated Management:          4.0%

Real Estate Taxes:                 The real estate taxes have been adjusted to
                                   reflect the exclusion of Bi-Lo and are
                                   expensed at a similar expense rate.


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group. Inc.                              Page 166
<PAGE>

                                         Income Capitalization Approach, cont'd.
- --------------------------------------------------------------------------------

    Estimated Real Estate
        Taxes:                     $7,479, or $0.58/SF

Reserves:

    Analysis:                      In the total shopping center valuation, the
                                   $0.10/SF reserve expense was applied to the
                                   Alternative SF excluding Bi-Lo. In this
                                   valuation, it is applied to the total center
                                   size.

    Estimated Reserves:            $0.10/SF

Estimated Expense Summary

                                   Management          4.0%  EGI  =   $3,909

                                   Taxes:             $0.58  /SF  =   $7,479

                                   Insurance:         $0.10  /SF  =   $1,298

                                   CAM:               $0.40  /SF  =   $5,192

                                   Administration:    $0.02  /SF  =     $260

                                   Reserves:          $0.10  /SF  =   $1,298
                                                      -----           ------
                               Subtotal Expenses:     $1.50  /SF  =  $19,436


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 167
<PAGE>

                                         Income Capitalization Approach, cont'd.
- --------------------------------------------------------------------------------

STABILIZED OPERATING STATEMENT - No Bi-Lo Store
================================================================================
Gross Rental Income Potential:

                                           Lease          
                     Size (SF)             Rate           
                     ---------             ----
Anchors                     0   @       $0.00 /SF        =                   $0
Local Shop Space       12,980   @       $6.85 /SF        =              $88,890
                       ------           -----                           -------
Gross Rent Income      12,980   @       $6.85 /SF        =              $88,890
(See Rent Roll for Rent Allocation)

Plus: Expense Recovery
  Anchor @            NNN                                                    $0
  Local Shop @        NNN                                               $13,969
                                                                        -------
  Total Expense Recovery                                                $13,969

Total Income By Tenant Type Classification
  Anchor @                                                                   $0
  Local Shop @                                                         $102,859
                                                                       --------
Total Gross Annual Income:                                             $102,859

Less: Vacancy/Collection Loss
  Anchor Income @                        0%                                  $0
  Local Shop Income @                    5%                             ($5,143)
                                                                        --------
Effective Gross Income:                                                 $97,716

Less Expenses

    Management            4.0%   EGI   =     $3,909 
    Taxes:               $0.58   /SF   =     $7,479 
    Insurance:           $0.10   /SF   =     $1,298 
    CAM:                 $0.40   /SF   =     $5,192 
    Administration:      $0.02   /SF   =       $260 
    Reserves:            $0.10   /SF   =     $1,298 
                         -----               ------
Subtotal Expenses:       $1.50   /SF   =    $19,436                    ($19,436)
                                                                       ---------
Net Operating Income:                                                   $78,281 
                                                                     ===========

    NOI/SF:                    $6.03 
    NOI/Gross Income          88.06% 

                            CAPITALIZATION TECHNIQUE
                  ===============================================
                    NOI      /      OAR      =     Value Estimate
                  $78,281    /    10.50%     =           $745,531
                                       

                  Current Stabilized Value Estimate      $750,000 
                  Less:Deferred Maintenance                     0 
                  Less:Lease-Up Costs to Stabilization          0 
                                                                -
                  As Is Value Estimate                   $750,000 


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 168
<PAGE>

                                               Analysis of Direct Capitalization
- --------------------------------------------------------------------------------
                      Improved Sales' Overall Rate Summary

<TABLE>
<CAPTION>
=================================================================================================
Sale No.           Subject              1             2              3            4             5
- -------------------------------------------------------------------------------------------------
                                           North Nixson
                             Plaza South    Marketplace                  Village at   Pine Valley 
                              Shopping       Shopping     Market Place      Moody       Shopping   
Name/Address                   Center,       Center,        Shopping      Shopping      Center,    
                            Murfreesboro,  Chattanooga,     Center,        Center,    Wilmington, 
                                 TN            TN         Shelby, NC     Moody, AL        NC       
- -------------------------------------------------------------------------------------------------
<S>                <C>          <C>           <C>           <C>           <C>           <C>
Sale Date          Current      07/22/97      03/15/96      05/14/96      02/14/96      04/28/96
- -------------------------------------------------------------------------------------------------
Year Built            1984          1984          1995          1987          1995          1990
- -------------------------------------------------------------------------------------------------
Occupancy              100%         100%           96%          100%          100%          100%
- -------------------------------------------------------------------------------------------------
Size(SP)            12,980        71,028        63,270       197,787        60,800        60,000
- -------------------------------------------------------------------------------------------------
% Credit/ Anchor         0%          64%           83%           85%           72%           71%
- -------------------------------------------------------------------------------------------------
Overall Rate           N/A        10.62%        10.13%        10.18%         9.66%        10.00%
=================================================================================================
</TABLE>

Note: All transaction data in the chart reflects cash equivalency and/or other
      adjustments applied in the comparable sale summary sheets.

Comparison of Important Factors Affecting OAR

      All property and conditions of sale characteristics of the comparable
sales and the subject property have been analyzed by the appraisers. The
following summarizes the comparison of primary factors of the comparable sales
affecting value as compared to the subject.

      Note: The reader is reminded that this is a comparison of overall rates
and not the sales price per square foot. Therefore, the terms of comparison to
the subject of each sale may be different than those used in the previously
presented Sales Comparison Approach, which was based on the quantity of income
and subsequent adjustments to the sales price per square foot. While the overall
rate recognizes physical factors, intangible factors such as quality of tenants,
conditions of sale, occupancy at time of sale, and investment quality tend to
have stronger influence on the overall rate comparison. As an example, two
properties with different locations and quality of improvements may have
significantly different per square foot sales prices, but very similar overall
rates. Thus, the comparison to the subject includes the intangible factors
influencing overall rates.

Subject:
    Primary Negative Factors:  Lower percentage of credit tenants
    Primary Positive Factors:  None significant

Most Comparable Sales:         No.1


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 169
<PAGE>

                                         Income Capitalization Approach, cont'd.
- --------------------------------------------------------------------------------

      Comment/Analysis: As previously discussed in the sales comparison
approach, the primary factor considered is the percentage of anchor. Sale No. 1
is considered most comparable, but slightly inferior. Based on the range
indicated by the most comparable sales, the appropriate overall rate for the
subject is 10.50%.

Concluded OAR:                     10.50%

Discounted Cash Flow

      The only significant difference in the discounted cash flow analysis is
the following.

Reversion Rate:                    A higher reversion rate is utilized than the
                                   total shopping center to reflect the higher
                                   going in overall rate. Thus, an 11% reversion
                                   rate is used based upon a 50 basis point
                                   increase over the going in overall rate.

Discount Rate:                     The subject's cash flow risk is higher since
                                   the good credit Bi-Lo is excluded. The
                                   discount rate is increased to a full 100
                                   basis points to 12%.

Income Capitalization Approach Reconciliation

Value Estimate Summary by Method:
        Direct Capitalization:                                  $750,000
        Discounted Cash Flow Analysis:                          $737,400

      Therefore, the estimated value of the subject property exluding Bi-Lo by
the income capitalization approach, assuming the Bi-Lo has been sub-parceled and
sold separate from the remainder of the shopping center, as of October 21, 1997,
is as follows:

Value Indicated by the Income Capitalization Approach                   $750,000

        Implied OAR:     10.44%


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 170
<PAGE>

                                                    Discounted Cash Flow Summary
- --------------------------------------------------------------------------------

Software      : ARGUS Ver. 7.0.01
File          : No_Bi-Lo
Property Type : Retail
Portfolio     : Newton Oldcare McDonald

                                  Bi-Lo Center
                         835 New Smithville Road/Hwy 56
                          McMinnville, Tennessee 37110
                        SCHEDULE OF PROSPECTIVE CASH FLOW
           In Inflated Dollars for the Fiscal Year beginning 10/1/1997

No anchor with this shopping center, but next to a Bi-Lo Store.

<TABLE>
<CAPTION>
                                   Year 1     Year 2     Year 3     Year 4     Year 5     Year 6  
For the Years Ending             Sep-1998   Sep-1999   Sep-2000   Sep-2001   Sep-2002   Sep-2003  
                                ---------  ---------  ---------  ---------  ---------  ---------  
<S>                               <C>        <C>        <C>        <C>       <C>        <C>       
POTENTIAL GROSS REVENUE                                                                           
 Base Rental Revenue              $93,550    $97,250    $98,822    $99,425   $103,340   $106,364  
 Absorption & Turnover Vacancy     (1,050)    (2,923)    (1,049)               (3,959)    (1,029) 
                                ---------  ---------  ---------  ---------  ---------  ---------  
 Scheduled Base Rental Revenue     92,500     94,327     97,773     99,425     99,381    105,335  
                                                                                                  
 Expense Reimbursement Revenue                                                                    
  Real Estate Taxes:                7,393      7,446      7,899      8,255      8,284      8,848  
  Property Insurance:               1,283      1,292      1,371      1,432      1,437      1,536  
  CAM - Common Area Maintenance     5,132      5,169      5,484      5,730      5,751      6,141  
                                ---------  ---------  ---------  ---------  ---------  ---------  
 Total Reimbursement Revenue       13,808     13,907     14,754     15,417     15,472     16,525  

                                ---------  ---------  ---------  ---------  ---------  ---------  
TOTAL POTENTIAL GROSS REVENUE     106,308    108,234    112,527    114,842    114,853    121,860  
 General Vacancy                   (4,318)    (2,635)    (4,630)    (5,742)    (1,982)    (5,115) 
                                ---------  ---------  ---------  ---------  ---------  ---------  
EFFECTIVE GROSS REVENUE           101,990    105,599    107,897    109,100    112,871    116,745  
                                ---------  ---------  ---------  ---------  ---------  ---------  
OPERATING EXPENSES
 Real Estate Taxes:                 7,479      7,704      7,935      8,252      8,582      8,925  
 Property Insurance:                1,298      1,337      1,377      1,432      1,489      1,549  
 CAM - Common Area Mainenance:      5,192      5,348      5,508      5,729      5,958      6,196  
 Administration:                      260        267        275        286        298        310  
 Management Fee                     4,080      4,224      4,316      4,364      4,515      4,670  
 Reserves:                          7,506      7,731      7,963      8,282      8,613      8,957  
                                ---------  ---------  ---------  ---------  ---------  ---------  
TOTAL OPERATING EXPENSES           25,815     26,611     27,374     28,345     29,455     30,607  
                                ---------  ---------  ---------  ---------  ---------  ---------  
NET OPERATING INCOME               76,175     78,988     80,523     80,755     83,416     86,138  
                                ---------  ---------  ---------  ---------  ---------  ---------  
LEASING & CAPITAL COSTS
 Tenant Improvements                2,700      6,695      1,326                 8,262      2,470  
 Leasing Commissions                1,386      4,824      1,574                 6,134      1,359  
                                ---------  ---------  ---------  ---------  ---------  ---------  
TOTAL LEASING & CAPITAL COSTS       4,086     11,519      2,900                14,396      3,829  
                                ---------  ---------  ---------  ---------  ---------  ---------  
CASH FLOW BEFORE DEBT SERVICE     $72,089    $87,469    $77,623    $80,755    $69,020    $82,309  
 & INCOME TAX                   =========  =========  =========  =========  =========  =========  
</TABLE>
<TABLE>
<CAPTION>
                                   Year 7     Year 8     Year 9    Year 10    Year 11  
For the Years Ending             Sep-2004   Sep-2005   Sep-2006   Sep-2007   Sep-2008  
                                ---------  ---------  ---------  ---------  ---------
<S>                              <C>        <C>        <C>        <C>        <C>       
POTENTIAL GROSS REVENUE                                                                
 Base Rental Revenue             $108,130   $116,639   $120,981   $127,086   $131,467  
 Absorption & Turnover Vacancy     (3,523)    (1,277)    (1,409)    (4,555)           
                                ---------  ---------  ---------  ---------  ---------
 Scheduled Base Rental Revenue    104,607    115,362    119,572    122,531    131,467  
                                                                                       
 Expense Reimbursement Revenue                                                          
  Real Estate Taxes:                8,972      9,594      9,926     10,107     10,863  
  Property Insurance:               1,556      1,664      1,721      1,753      1,884  
  CAM - Common Area Maintenance     6,229      6,661      6,890      7,017      7,541  
                                ---------  ---------  ---------  ---------  ---------
 Total Reimbursement Revenue       16,757     17,919     18,537     18,877     20,288  

                                ---------  ---------  ---------  ---------  ---------
TOTAL POTENTIAL GROSS REVENUE     121,364    133,281    138,109    141,408    151,755
 General Vacancy                   (2,721)    (5,451)    (5,567)    (2,743)    (7,588)
                                ---------  ---------  ---------  ---------  ---------
EFFECTIVE GROSS REVENUE           118,643    127,830    132,542    138,665    144,167
                                ---------  ---------  ---------  ---------  ---------
OPERATING EXPENSES
 Real Estate Taxes:                 9,282      9,654     10,040     10,441     10,859
 Property Insurance:                1,611      1,675      1,742      1,812      1,885
 CAM - Common Area Mainenance:      6,444      6,702      6,970      7,248      7,538
 Administration:                      322        335        348        362        377
 Management Fee                     4,746      5,113      5,302      5,547      5,767
 Reserves:                          9,316      9,688     10,076     10,479     10,898
                                ---------  ---------  ---------  ---------  ---------
TOTAL OPERATING EXPENSES           31,721     33,167     34,478     35,889     37,324
                                ---------  ---------  ---------  ---------  ---------
NET OPERATING INCOME               86,922     94,683     96,064    102,776    106,843
                                ---------  ---------  ---------  ---------  ---------
LEASING & CAPITAL COSTS
 Tenant Improvements                           8,390      5,302      9,172
 Leasing Commissions                           6,045      3,853      7,117
                                ---------  ---------  ---------  ---------  ---------
TOTAL LEASING & CAPITAL COSTS                 14,435      9,155     16,289
                                ---------  ---------  ---------  ---------  ---------
CASH FLOW BEFORE DEBT SERVICE     $86,922    $80,228    $88,909    $86,487   $106,843
 & INCOME TAX                   =========  =========  =========  =========  =========
</TABLE>


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 171
<PAGE>

                                          Discounted Cash Flow Reversion Summary
- --------------------------------------------------------------------------------

Software      : ARGUS Ver. 7.0.01
File          : No Bi-Lo                                    Bi-Lo Center
Property Type : Retail                            835 New Smithville Road/Hwy 56
Portfolio     : Newton Oldcare McDonald            McMinnville, Tennessee 37110
                                                   PROSPECTIVE PROPERTY RESALE

No anchor with this shopping center, but next to a Bi-Lo Store.

<TABLE>
<CAPTION>
                                Year 1    Year 2    Year 3    Year 4    Year 5    Year 6    Year 7    Year 8    Year 9   Year 10
For the Years Ending          Sep-1998  Sep-1999  Sep-2000  Sep-2001  Sep-2002  Sep-2003  Sep-2004  Sep-2005  Sep-2006  Sep-2007
                             --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
<S>                          <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>     
RESALE AMOUNT                                                                                                           $971,300
 Gross Proceeds from Sale
 Commissions & Other Costs                                                                                               (38,852)
                             --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
NET PROCEEDS FROM SALE                                                                                                  $932,448
                             ========= ========= ========= ========= ========= ========= ========= ========= ========= =========
</TABLE>


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 172
<PAGE>

                                          Discounted Cash Flow Reversion Summary
- --------------------------------------------------------------------------------

Software      : ARGUS Ver. 7.0.01
File          : No_Bi-Lo                           
Property Type : Retail                             
Portfolio     : Newton Oldcare McDonald            
                                                  
                                  Bi-Lo Center
                         835 New Smithville Road/Hwy 56
                          McMinnville, Tennessee 37110
                            PROSPECTIVE PRESENT VALUE
               Cash Flow Before Debt Service plus Property Resale
   Discounted Annually (End-point on Cash Flow & Resale) over a 10-Year Period

No anchor with this shopping center, but next to a Bi-Lo Store.

<TABLE>
<CAPTION>
  For the      Discounted   Discounted Resale     Total        Total       Cash Flow        Resale
  Discount     Cash Flow      @11% Cap Rate     Discounted     Value      Contribution   Contribution
   Rates      Before Debt      Before Debt        Value       per SqFt     Before Debt    Before Debt
- -----------  -------------  ------------------  ----------   ----------   -------------  -------------
<S>             <C>              <C>             <C>           <C>            <C>            <C>   
   12.00%       $437,217         $300,223        $737,440      $56.81         59.29%         40.71%
</TABLE>


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 173
<PAGE>

                                         CORRELATION AND FINAL ESTIMATE OF VALUE
                                                       EXCLUDING BI-LO VALUATION
================================================================================

Introduction:

      The three indications utilized in the appraisal of the subject property
falls within an acceptable range. In the final analysis, the strengths and
weaknesses of each approach must be considered and most weight must be given to
the approach or approaches with the greatest quantity and quality of supporting
data. Since market value is being sought, both approaches rely heavily upon
supporting data from the marketplace.

Cost Approach:                     $760,000

Analysis:                          The cost approach is most applicable when a
                                   property is new or proposed and represents
                                   the highest and best use of the site. Land
                                   values are documented in the marketplace and
                                   cost estimates are readily supported. The
                                   inherent weakness of this approach is that it
                                   gives no consideration to the
                                   income-producing capability of a property.

Analysis:                          Given the actual age of the subject property
                                   relative to the recent renovation, estimation
                                   of remaining economic life is difficult.

Sales Comparison Approach:         $750,000

General Description:               The sales comparison approach is utilized in
                                   the valuation of the subject. The appraisal
                                   utilizes the best available and verifiable
                                   Single Tenant neigborhood shopping center
                                   property sales located in the southeastern
                                   region of the country. This approach utilized
                                   two methods to estimate a value range for the
                                   subject - 1) sales price per square foot and
                                   2) the gross income multiplier (GIM). The
                                   adjusted selling price per square foot of
                                   building area and GIM of each comparable is
                                   utilized in comparison to the subject
                                   property. After appropriate adjustments,
                                   these sales were generally similar to the
                                   subject in quality, design, location and age.

Analysis:                          A sufficient quantity and quality of
                                   comparable sales was available to compare to
                                   the subject. Since the subject's most
                                   probable buyer is a regional or national
                                   investor, this approach is considered most
                                   reflective of a regional or nationally owned
                                   neigborhood shopping center.


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 174
<PAGE>

                                         Correlation and Final Estimate of Value
                                                        Excluding Bi-Lo, Cont'd.
- --------------------------------------------------------------------------------

Weighted Consideration:            Significant

Income Capitalization Approach:    $750,000

General Description:               The income capitalization approach involved
                                   the analysis of the existing rent as compared
                                   with market rent for the subject space.
                                   Additionally, a stabilized operating
                                   statement was developed. The net operating
                                   income was capitalized by the appropriate
                                   capitalization rate which was derived by
                                   sales comparison.

Analysis:                          A sufficient quantity and quality of
                                   comparable rental and sale data was available
                                   to compare to the subject. Since the
                                   subject's most probable buyer is a regional
                                   or national investor, this approach is
                                   considered most reflective of a regional or
                                   nationally owned neigborhood shopping center.
                                   This is considered a reasonable method of
                                   estimating value.

Weighted Consideration:            Significant.

Summary of Value Indications

     Cost Approach                                                 $760,000
     Sales Comparison approach                                     $750,000
     Income Capitalization Approach                                $750,000

Final Conclusions of Value

      The three approaches to value yield a very narrow value range and are
highly supportive of each other. In view of the previous analyses, equal weight
has been placed on the sales comparison approach and income capitalization
approach. Thus, the market value of the subject property, contingent to the
Assumptions and Limiting Conditions presented herein, particularly assuming it
has been sub-parceled and sold separate from the remainder of the shopping
center, as of October 21, 1997, is estimated to be:

                      Seven Hundred Fifty Thousand Dollars
                                   ($750,000)

Marketing Period

Analysis:                          The appraisers are required to clearly state
                                   the estimated marketing period required for
                                   the sale of the subject property. As
                                   discussed in the Highest and Best Use
                                   Analysis, the subject property is


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 175
<PAGE>

                                         Correlation and Final Estimate of Value
                                                        Excluding Bi-Lo, Cont'd.
- --------------------------------------------------------------------------------

                                   generally well suited as a multi-tenant
                                   neigborhood shopping center property. The
                                   property is located in a developed retail
                                   area with average income demographics. The
                                   property benefits from the close proximty of
                                   a Bi-Lo Store. As evidenced in the sales
                                   comparison approach, several transactions
                                   have occurred within the past 12 months
                                   indicating buyer interest in the subject
                                   property type.

Conclusion:                        Based on discussions with local brokers and
                                   other market evidence, it is the appraisers'
                                   opinion that an approximate 12 month period
                                   of time would be required to sell the
                                   property, if subjected to a typical marketing
                                   program and if the property were listed at a
                                   price based on the conclusion of value
                                   presented above.


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 176
<PAGE>

                                                         CERTIFICATION OF VALUE
================================================================================

We certify that, to the best of our knowledge and belief, . . .

1.    The statements of fact contained in this report are true and correct.

2.    The reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions, and are our personal,
      unbiased professional analyses, opinions, and conclusions.

3.    We have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved.

4.    Our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of subsequent event.

5.    Our analyses, opinions, and conclusions were developed, and this report
      has been prepared, in conformity with the Uniform Standards of
      Professional Appraisal Practice published by the Appraisal Foundation and
      the Standards of Professional Practice of the Appraisal Institute.

6.    The use of this report is subject to the requirements of the Appraisal
      Institute relating to review by its duly authorized representatives.

7.    As of the appraisal date, James E. Lamb, MAI, has completed the
      requirements of the continuing education program of the Appraisal
      Institute.

8.    Craig A. Johnson made a personal inspection of the property that is the
      subject of this report.

9.    James E. Lamb, MAI has not made an inspection of the subject property. Mr.
      Lamb has reviewed the subject appraisal report and concurs with the
      analysis and conclusions contained in the appraisal report.

10.   No one provided significant professional assistance to the person(s)
      signing this report.

11.   This appraisal assignment was not based on a requested minimum valuation,
      a specific valuation, or the approval of a loan.

12.   Market Value of Bi-Lo

      The market value of the leased fee interest in the subject property,
      subject to the Assumptions and Limiting Conditions stated herein,
      particularly assuming Bi-Lo is subparceled and sold separately, as of
      October 21, 1997 is estimated to be:

                              Four Million Dollars
                                  ($4,000,000)


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 177
<PAGE>

                                                 Certification of Value, cont'd.
- --------------------------------------------------------------------------------

13.   Market Value of Shopping Center Excluding Bi-Lo

      The market value of the leased fee interest in the subject property,
      subject to the Assumptions and Limiting Conditions stated herein,
      particularly assuming Bi-Lo is subparceled and sold separately, as of
      October 21, 1997 is estimated to be:

                      Seven Hundred Fifty Thousand Dollars
                                   ($750,000)

James E. Lamb, MAI                                Craig A. Johnson
Review Appraiser                                  Associate Appraiser
State Certified General Real                      State Certified General Real 
 Estate Appraiser                                  Estate Appraiser
Licensee #CG-557 (Tennessee)                      Licensee #CG-1200


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 178
<PAGE>

                                                                    APPRAISAL OF
                                                       THE BI-LO SHOPPING CENTER
                                                       ASSUMING A PORTFOLIO SALE
================================================================================


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 179
<PAGE>

                                                                 INTRODUCTION TO
                                           PORTFOLIO SALE MARKET VALUE ESTIMATES
================================================================================

Introduction

      This analysis is presented in a brief format in order that descriptions
and analysis is not replicated from the previous section representing the
appraisal report of the total shopping center. The following analysis relies
heavily on the data and analysis previously presented and must remain a part of
the total shopping center appraisal report to be fully understood by the reader.

      In addition to the appraisal of the subject previous market value
estimate, the client has requested a value estimate assuming the subject
property is part of a defined portfolio sale of 18 retail properties included in
the client's loan package. Since all 18 properties are in the client's loan
package, the portfolio valuation assumption requested is reasonable,
particularly in assisting the client in the underwriting process. A summary of
the 18 properties is provided as an exhibit to this report section.

      The reader should note that Huber & Lamb has only completed appraisals on
seven of the properties, which include the following:

      1.    Brownsville Plaza
      2.    Hollywood Video, Paducah, KY
      3.    Delchamps Plaza
      4.    Chicot Crossing
      5.    One Main Place
      6.    Eckerds, Franklin, TN
      7.    Hollywood Video/Jiffy Lube, Franklin, TN
            
      The appraiser has been provided the rentrolls for the remaining 11
properties. Since the appraiser has not appraised or inspected the remaining 11
properties, it must be assumed that these 11 properties are at least the same
general quality of investment as the six properties appraised by Huber & Lamb.
We have had discussions with the appraiser of the remaining 11 properties, which
tends to support this assumption.

      The only reliable technique and approach to value is considered to be the
direct capitalization approach of the income capitalization approach to value.
This is the only approach that can adequately address the financial issues
involved in the specialized value requested.

Factors Effecting Portfolio Valuations

      The appraisers have had numerous conversations with institutional lenders,
brokers and retail investors to determine if a portfolio purchase could have an
effect on individual property overall rates as compared to the individual,
non-portfolio sales of similar properties. The question presented to each was
"Does a portfolio purchase have an effect on the overall rate as compared to
individual property transactions?" The surveyed individuals included the
following:


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 180
<PAGE>

                                            Portfolio Sale Market Value Estimate
- --------------------------------------------------------------------------------

Institutional Lenders:                    Prudential Insurance, Vice President
                                          of Comptrollers and Valuation, Newark,
                                          NJ office

                                          New York Life, Regional Appraiser -
                                          Southeast Region

Broker:                                   Cushman & Wakefield, Atlanta - broker
                                          specializing in shopping center sales
                                          and portfolio transactions

Investor:                                 Highwoods REIT, Vice President -
                                          primarily office and industrial
                                          investor in the southeast region of
                                          the US

                                          Itochu International, New York Office
                                          Vice President - Japanese investor
                                          representative and consultant with
                                          significant background in portfolio
                                          investments and consultations

      The following summary of general factors effecting portfolio valuations
represent the general consensus of the people surveyed.

      1.    Geographic Dispersion

            Portfolios with properties in the same geographical region are
            preferred. However, for retail portfolios, dispersion in various
            locations within the region is preferred to spread out the potential
            risks of swings in local economies and retail markets.

      2.    Quality of Properties in the Portfolio

            The people surveyed indicated this factor can have a significant
            effect on the portfolio valuation. If all properties are low
            quality, riskier properties, the portfolio overall rates could very
            well be higher than the overall rate for individual property sales.
            However, if the quality of properties is good (i.e., well anchored
            centers with 10+ year remaining terms, age, location within their
            markets), the portfolio overall rate will be positively effected as
            compared to the overall rate for individual property sales.

      3.    Total Dollar of Portfolio Investment

            Assuming favorable geographic dispersion and quality of properties,
            the total dollar amount of the portfolio investment must be large
            enough to attract investors that would be willing to pay a premium
            for overall investment. Those surveyed respondents that indicated a
            dollar amount indicated the total portfolio investment would
            probably have to exceed $25 million.

      All of the respondents generally indicated that their opinions are based
on the current market conditions. One gave the example that the same scenario
approximately five years ago, during a real estate recession, would probably
yield a discount on value (i.e., a higher overall rate). However, current and
recent market conditions over the past two years have been very strong.


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 181
<PAGE>

                                            Portfolio Sale Market Value Estimate
- --------------------------------------------------------------------------------

      Subject Portfolio Conclusions: The general portfolio was described to each
person surveyed including type of shopping center, general locations, percentage
of anchor, remaining term of anchors and potential minimum of total dollar
investment for the 18 property portfolio. All of the persons surveyed indicated
that based on the information provided, the subject portfolio appears to be a
good quality investment portfolio based on the primary criteria previously
described.

Surveyed Respondents Indication of Portfolio Effect on the OAR

      The respondents all tended to agree that, based upon the description of
the subject portfolio, the overall rate of a portfolio purchase should have a
positive effect as compared to the individual property overall rates. The
institutional lender respondents tended to be more vague in their responses. The
two respondents that appeared to have the most experience in this matter and
provided more detailed responses were the Cushman & Wakefield broker and the
Itochu investor/consultant. The most active portfolio buyers are currently Real
Estate Investment Trusts (REITs); however, other national investor types such as
pension funds, life companies and foreign investors are also active in portfolio
purchases. The following summarizes their individual assessments.

Cushman & Wakefield Broker:               The broker discussed potential effects
                                          on the overall rate in a broad and
                                          somewhat vague ranges. He indicated
                                          this was intentional because so many
                                          factors must be considered. One
                                          important factor is the motivation of
                                          the buyer.

                                          The broker indicated very generally
                                          that a portfolio purchase can
                                          definitely have a 25 basis point
                                          positive effect (i.e., reduction) on
                                          overall rates. If the portfolio ranks
                                          well in the quality of properties
                                          category previously discussed, it is
                                          the brokers opinion that the reduction
                                          in overall rate range is 50 basis
                                          points to about 100 basis points.

Itochu Investor/Consultant:               A true portfolio analysis truly
                                          consolidates the cash flows of all
                                          properties in the portfolio into one
                                          cash flow analysis. The consolidated
                                          cash flow analysis should probably
                                          yield an annual cash flow appreciation
                                          of 2% to 4%. This will accommodate the
                                          analysis of a true internal rate of
                                          return for the overall portfolio in
                                          total.

                                          The investor would be looking for a
                                          true internal rate of return of
                                          approximately 20% to 25%. Based on the
                                          description of the subject portfolio,
                                          a 20% internal rate of return would be
                                          the most probable targeted rate. The
                                          analysis should be based upon a
                                          hypothetical "loan" at an interest
                                          rate reflective of alternative cost of
                                          funds. This could be either 130+/-
                                          basis points above 10 year treasuries
                                          or 175+/- basis points above LIBOR.


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 182
<PAGE>

                                            Portfolio Sale Market Value Estimate
- --------------------------------------------------------------------------------

                                          Based on the respondents experience,
                                          this will probably have an approximate
                                          50+/- to 100+/- basis point reduction
                                          in the overall rate as compared to
                                          individual property overall rates.

                                          Since the appraisers did not appraise
                                          all 18 properties in the subject
                                          portfolio, we have applied these
                                          criteria to the individual subject
                                          property cash flow. The implied
                                          alternative cost of funds, or
                                          hypothetical interest rate range
                                          equates to 7% to 7.5% and the
                                          hypothetical loan was derived based
                                          upon a 1.15 debt coverage ratio. This
                                          discounted cash flow analysis values
                                          under these two scenarios ranged from
                                          9.09% to 9.44%. This compares to the
                                          original individual property sale
                                          valuation overall rate of 10.00%.
                                          Thus, a 100 basis point reduction
                                          appears to be justified.

Conclusion

      Obviously, it is difficult to utilize matched pairs comparison to
determine the effect of portfolio investments on the overall rate because it can
be highly subjective what the overall rate should have been assuming properties
sold on an individual basis. Therefore, the appraiser had to rely on the
opinions of real estate professionals experienced in this type of transaction.
All persons surveyed suggested that a portfolio similar in quality to the
subject portfolio should generate a lower overall rate than the overall rate
assuming the properties sold individually. The two most reliable sources tended
to suggest ranges of a 50+ to 100+/- basis point lower overall rate on a
portfolio sale. Only one source provided a solid mathematical calculation to
estimate the overall rate range. Based on the previous analysis, the most
probable effect on the subject's overall rate is a 100 basis point reduction of
the original individual property sale valuation overall rate of 10.00%, or
9.25%.

      The Stabilized Operating Statement net operating income utilized in the
following calculation is the same as the original net operating income presented
earlier in this report.


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 183
<PAGE>

                                            Portfolio Sale Market Value Estimate
- --------------------------------------------------------------------------------

                            Estimated Subject Value
                           Assuming a Portfolio Sale

        ================================================================
           NOI          /          OAR           =        Value Estimate
        ----------------------------------------------------------------
         $443,747       /         9.25%          =           $4,797,268
        ----------------------------------------------------------------

        ----------------------------------------------------------------
        Portfolio Sale Value Estimate                       $4,800,000
        ================================================================

Final Conclusions of Assumed Portfolio Sale Value

      In view of the previous analyses, the market value of the subject
property, contingent to the Assumptions and Limiting Conditions presented
herein, and particularly assuming the subject is part of a sale of the defined
portfolio of properties, as of October 21, 1997, is estimated to be $4,800,000.

      Special Limiting Condition: The reader is reminded that the a true
portfolio valuation typically derives a value estimate based on the combined
cash flows of all properties within the portfolio. The total value estimate is
sometimes allocated to individual properties within the portfolio and sometimes
not allocated. As a result, portfolio valuation can have varying effects on
individual property values within the portfolio to a minor degree in a positive
or negative direction. The estimated subject portfolio sale value represents the
most probable overall effect on the subject property value, within reasonable
parameters, and in conjunction with the overall portfolio, given the information
available and stated herein.


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 184
<PAGE>

                                            Portfolio Sale Market Value Estimate
- --------------------------------------------------------------------------------

NOM Shopping Center Portfolio Summary

<TABLE>
<CAPTION>
                                                                                                                      Years 
Name                     Location        Size (GLA)    Anchor             Anchor Size (GLA)  % Anchor    Expiration  Remaining 
- ----                     --------        ----------    ------             -----------------  --------    ----------  ---------
<S>                      <C>                 <C>       <C>                          <C>         <C>         <C>         <C>    <C>
Brownsville Place        Brownsville, TN     76,762    Wal-Mart                      54,962      71.6%      4/17/10     13     54962
                                                                                                                               
Greenbrier Station       Anniston, AL        62,540    Winn Dixie                    44,900      71.8%      1/28/17     20     
                                                       Revco Drugs                    9,240      14.8%      1/31/12     15     
                                                                                      -----      ----                          
                                                       Total Anchor                  54,140      86.6%                         54140
                                                                                                                               
59 West                  Bessemer, AL        95,591    Winn Dixie                    44,090      46.1%     07/31/16            
                                                       Drugs For Less                18,000      18.8%      8/31/11            
                                                                                     ------      ----
                                                       Total Anchor                  62,090      65.0%                         62090
                                                                                                                               
Clanton Marketplace      Clanton, AL         57,150    Winn Dixie                    35,000      61.2%      3/10/13     16     
                                                       Harco Drugs                    8,450      14.8%      3/20/06      9     
                                                                                      -----      ----
                                                       Total Anchor                  43,450      76.0%                         43450
                                                                                                                               
Betts Crossing           Opelika, AL         58,400    Winn Dixie                    44,000      75.3%      12/1/16     19     44000
                                                                                                                               
Opp Marketplace          Opp, AL             25,350    B.C. Moore                    16,900      66.7%       8/2/06      9     
                                                       Harco                          8,450      33.3%     11/15/08     11     
                                                                                      -----      ----
                                                       Total Anchor                  25,350     100.0%                         25350
                                                                                                                               
Russell Crossing         Phenix City, GA     72,312    Winn Dixie                    45,500      62.9%      12/7/08     11     
                                                       Big B Drugs                    9,000      12.4%     11/28/03      6     
                                                                                      -----      ----
                                                                                     54,500      75.4%                         54500
                                                                                                                               
Parker Shopping Center   Pensacola, FL       68,680    Winn Dixie                    44,000      64.1%      6/25/17     20     
                                                       Scotty's                      19,880      28.9%      2/28/06      9     
                                                                                     ------      ----
                                                                                     63,880      93.0%                         63880
                                                                                                                               
The Y                    Panama City.        64,848    Winn Dixie                    46,422      71.6%     11/30/14     17     
                                                       Eckerd Drugs                  10,354      16.0%      7/28/09     12     
                                                                                     ------      ----
                                                                                     56,776      87.6%                         56776
                                                                                                                               
29 North                 Pensacola           58,040    Winn Dixie                    44,000      75.8%     11/30/17     20     
                                                       Big B                          9,240      15.9%     11/30/12     15     
                                                                                      -----      ----
                                                                                     53,240      91.7%                         53240
                                                                                                                               
Nine Mile Plaza          Pensacola          191,787    Winn Dixie                    46,372      24.2%     08/29/06      9     
                                                       Eckerds                        8,640       4.5%     09/30/05      8     
                                                       TJX                           78,000      40.7%     10/31/12     15     
                                                                                     ------      ----
                                                                                    133,012      69.4%                        133012
                                                                                                                               
Hollywood Video          Paducah, KY          7,488    Hollywood Video                7,488     100.0%     09/26/12     15     
                                                                                                                               
Mandeville Marketplace   Mandeville, LA      77,785    Winn Dixie                    53,986      69.4%      9/30/16     19     
                                                       FNBC                          10,500      13.5%      9/11/03      6     
                                                                                     ------      ----
                                                                                     64,486      82.9%                         64486
                                                                                                                               
Delchamps Plaza          Long Beach, MS      62,859    Delchamps                     35,059      55.8%      7/31/09     12     
                                                       Big B Drugs                    9,000      14.3%      7/31/99      2     
                                                                                      -----      ----
                                                                                     44,059      70.1%                         44059
                                                                                                                               
Chicot Crossing          Pascagoula, MS     122,360    Winn Dixie                    47,300      38.7%      3/24/16     19     
                                                       Harco                         10,125       8.3%      1/31/11     14     
                                                       Goody's                       27,435      22.4%      3/31/06      9     
                                                                                     ------      ----
                                                                                     84,860      69.4%                         84860
                                                                                                                               
One Main Place           Pascagoula, MS      68,566    Brunos (Food World)           47,802      69.7%      4/30/13     16     
                                                       Big B/Revco                   10,064      14.7%      8/31/05      8     
                                                                                     ------      ----
                                                                                     57,866      84.4%                         57866
                                                                                                                               
Hollywood Video/Jiffy Lu Franklin, TN         9,305    Hollywood Video                7,488      80.5%      8/31/12     15     
                                                       Jiffy Lube                     1,817      19.5%      8/31/05     20     
                                                                                      -----     -----
                                                                                      9,305     100.0%                          9305
                                                                                                                               
Eckerd                   Franklin, TN        10,908    Eckerd                        10,908     100.0%     11/30/17     20     10908
                                             ------                                  ------     -----
                                                       
Total Portfolio GLA                       1,190,731                                 916,884      77.0%                  13   916,884
                                                    
No. of Properties                                18
</TABLE>


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 185
<PAGE>

                                         CERTIFICATION OF VALUE - PORTFOLIO SALE
================================================================================

We certify that, to the best of our knowledge and belief,...

1.    The statements of fact contained in this report are true and correct.

2.    The reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions, and are our personal,
      unbiased professional analyses, opinions, and conclusions.

3.    We have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved.

4.    Our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of subsequent event.

5.    Our analyses, opinions, and conclusions were developed, and this report
      has been prepared, in conformity with the Uniform Standards of
      Professional Appraisal Practice published by the Appraisal Foundation and
      the Standards of Professional Practice of the Appraisal Institute.

6.    The use of this report is subject to the requirements of the Appraisal
      Institute relating to review by its duly authorized representatives.

7.    As of the appraisal date, James E. Lamb, MAI, has completed the
      requirements of the continuing education program of the Appraisal
      Institute.

8.    Craig A. Johnson made a personal inspection of the property that is the
      subject of this report. James E. Lamb, MAI did not inspect the subject
      property.

9.    No one provided significant professional assistance to the person(s)
      signing this report.

10.   This appraisal assignment was not based on a requested minimum valuation,
      a specific valuation, or the approval of a loan.


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 186
<PAGE>

                                                 Certification of Value, cont'd.
- --------------------------------------------------------------------------------

11.   Market Value of Shopping Center Assuming Portfolio Sale

      The market value of the leased fee interest in the subject property,
      subject to the Assumptions and Limiting Conditions stated herein,
      particularly assuming the subject is sold as part of the 18 property
      portfolio described in the attached report, as of October 21, 1997 is
      estimated to be:

                   Four Million Eight Hundred Thousand Dollars
                                  ($4,800,000)


/s/ James E. Lamb                                /s/ Craig A. Johnson

James E. Lamb, MAI                               Craig A. Johnson
State Certified Real Estate Appraiser            Associate Appraiser
Licensee #CG-557 (Tennessee)                     State Certified General 
                                                 Real Estate Appraiser
                                                 Licensee #CG-1200


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 187
<PAGE>

                                                       SUMMARY OF QUALIFICATIONS
                                                              JAMES E. LAMB, MAI
================================================================================

Education

Attended the University of North Alabama, Fall 1977 through Spring 1979.
Graduate of the University of Mississippi, BBA Banking and Finance, May, 1981;
MBA Finance, August, 1982.

Professional Affiliations

The Appraisal Institute, The Volunteer State Chapter; MAI Designation -
Certification No. 8254. Continuing education completion status - through
December 31, 1997

The National Association of Realtors, Member; local affiliation - Nashville
Board of Realtors.

State Certifications

State of Tennessee Certified General Real Estate Appraiser - Licensee #CG-557

Accredited Appraisal Courses
  The Appraisal Institute:

  Course    101    Introduction to Appraising Real Property
  Course    1A-1   Real Estate Appraisal Principles
  Course    1A-2   Basic Valuation Procedures
  Course    1B-A   Capitalization Theory and Techniques, Part A
  Course    1B-B   Capitalization Theory and Techniques, Part B
  Course    2-1    Case Studies In Real Estate Evaluation
  Course    2-2    Valuation Analysis and Report Writing
  Course           Standard of Professional Practice, Part A
  Course           Standard of Professional Practice, Part B
  Seminar          Hazardous Materials in Real Property
  Seminar          Persuasive Styles in Narrative Report Writing
  Seminar          Advanced Income Capitalization Overview

  Other

  Real Estate Principles
  Real Estate Finance
  Commercial and Investment Real Estate
  Project Seminar

Professional Exchange to Foreign Countries

Participated as a delegate of People to People International's Citizen
Ambassador Program - Real Estate Delegation to Russia and Lithuania. Discussions
focused on the privatization of real estate in these countries as they converted
real estate ownership from the government to the private sector. Issues specific
to this process included real estate law fundamentals, real estate tax issues,
real estate valuation and attracting foreign real estate investment.


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 188
<PAGE>

                                                       Summary of Qualifications
                                                              James E. Lamb, MAI
- --------------------------------------------------------------------------------

Professional Experience

Appraisal experience includes retail, industrial, office, multi-family,
mixed-use land developments and special-purpose properties. Special-purpose
property assignments include hotels, manufacturing facilities, restaurants,
right-of-ways and retirement facilities. Appraisals have been utilized for
mortgage loans, eminent domain, feasibility analyses, gift and estate tax, and
corporate management decisions.

Expert Witness

Qualified as an expert witness in several real estate court cases. Court
appearances have been in Middle Tennessee, East Tennessee and West Tennessee
federal bankruptcy courts. Also, Mr. Lamb has qualified as an expert in federal
bankruptcy court in Pennsylvania (Philadelphia) and Georgia (Atlanta).

Mr. Lamb has appeared before an Administrative Judge for the State of Tennessee
State Board of Equalization.

Employment History

Currently employed with Huber & Lamb Appraisal Group, Inc., and is a principle
in the company. Mr. Lamb is the principle in charge of the commercial real
estate division of the company and is the managing partner of the firm.

Previously employed as Vice President and primary MAI with Dengel, Lamb & Huber
prior to purchasing the assets and operations of DLH in October 1991.

Previously employed by Crosson Dannis, Inc., a Dallas, Texas appraisal firm from
March 1983 through June 1987 as a staff appraiser.


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 189
<PAGE>

                                                       SUMMARY OF QUALIFICATIONS
                                                                CRAIG A. JOHNSON
================================================================================

Education

Attended Lincoln Land Community College of Springfield, Illinois 1973 through
1975

Professional Affiliations

      International Association of Assessing Officers
      Certified Illinois Assessing Officer
      Registered Agent with the Tennessee State Board of Equalization
      Licensed Certified General Appraiser with the Tennessee State Board 
         of Real Estate Appraisers
      Institute of Property Taxation

      State of Tennessee Certified General Real Estate Appraiser - Licensee 
         #CG-1200

Appraisal Courses

      International Association of Assessing Officers:
           Fundamentals of Real Property Appraisal
           Income Approach Valuation
           Development and Analysis of Narrative Appraisal Reports
           Assessment Administration
           Valuation of Machinery and Equipment

      Appraisal Institute
           Capitalization Theory and Techniques, Part A
           Industrial Valuation
           Standards of Professional Practice, Part A

      Illinois Property Assessment Institute
           I-A    Rural and Residential Workshop (1978)
           I-A    Rural and Residential Workshop (1980)
           Basic Assessment Practices
           Masters-Cost, Market & Income Approaches to Value
           Assessment Procedures and the Law
           Adventures in Appraising & Real Estate Investment Analysis

Professional Experience

Currently employed with Huber & Lamb Appraisal Group, Inc. as an Associate
Appraiser.

Appraisal experience includes industrial, agricultural, multi-family,
hotel/motel, urban renewal and special properties in 33 states throughout the
nation. Appraisals have been utilized in tax assessment and tax consultation,
loan application, relocation, urban renewal, legal purposes and condemnation.


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 190
<PAGE>

                                              Summary of Qualifications, Cont'd.
                                                                Craig A. Johnson
- --------------------------------------------------------------------------------

Expert Witness

Qualified as an expert witness in several real estate court cases. Court
appearances have been in Middle Tennessee federal bankruptcy court.

Employment History Summary

Hollingsworth Group, Inc., in Nashville, Tennessee as an Executive Vice
President, specializing in running daily operations of appraisal, real and
personal property tax consulting firm.

Property Assessment Advisers, Inc., in Chicago, Illinois as a Tax Consultant,
specializing in personal and real property taxes, appeals, filing returns and
negotiating reductions.

DuCharme, McMillen & Associates, Inc., in Fort Wayne, Indiana as a Senior Staff
Appraiser specializing in commercial and industrial narrative appraisals.

Charles R. Johnson, MAI, in Springfield, Illinois as an Associate Appraiser
specializing in residential and commercial narrative appraisals.

Illinois Department of Revenue, in Springfield Illinois as Staff Appraiser
specializing in commercial and industrial narrative appraisals.

Sangamon County Supervisor of Assessments Office, in Springfield, Illinois
specializing in real estate appraisals.


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 191
<PAGE>

                                                                         ADDENDA
================================================================================

Contents

Exhibit 1                         Subject Metes & Bounds Description
Exhibit 2                         Rentroll Provided by Owner
Exhibit 3                         Discounted Cash Flow Supporting Schedules
Exhibit 4                         Discounted Cash Flow Supporting Schedules - No
                                  Bi-Lo Store
Exhibit 5                         Insurable Value of the Total Center
Exhibit 6                         Financial Information on Royal Ahold, BiLo's 
                                  Parent Company


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.                              Page 192
<PAGE>

                                                                       Exhibit 1
                                              Subject Metes & Bounds Description
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

Being property in McMinnville, Warren County, Tennessee, being bounded by the
New Smithville Highway on the east and Chancery Street on the west, more
particularly described as follows:

Beginning at an iron pin on the west margin of the New Smithville Highway,
260.00 feet south of the Pizza Hut property as of record in Deed Book 180, page
1005, R.O.W.C., Tennessee;

Thence, with said highway, S 10(degrees)57'56" E, 440.74 feet to a point;

Thence, leaving said highway, S 79(degrees)02'04" W, 153.09 feet to a point;

Thence, S 10(degrees)03'00" E, 62.65 feet to a point;

Thence S 77(degrees)43'32" W, 69.78 feet to a point;

Thence, S 10(degrees)17'20" E, 10.13 feet to a point;

Thence, with a curve to the right having a central angle of 24(degrees)09'33",
radius of 80.00 feet, 33.73 feet to a point;

Thence, S 13(degrees)52'13" W, 24.13 feet to a point;

Thence, with a curve to the left having a central angle of l5(degrees)54'32",
radius of 130.00 feet, 36.10 feet to a point on the northerly margin of Chancery
Street,

Thence, with Chancery Street, N 47(degrees)57'56" W, 633.35 feet to an iron pin;

Thence, leaving said street, N 76(degrees)47'04" E, 34.20 feet to an iron pin;

Thence N 34(degrees)21'00" E, 251.41 feet to an iron pin;

Thence, N 79(degrees)02'04" E, 360.00 feet to the point of beginning.

Containing 222,583 square feet or 5.110 acres.

Being a portion of the property conveyed to JKH Investments, a Tennessee Joint
Venture, by deed from Ulus F. Davenport and wife, Velma M. Davenport, of record
in Warranty Deed Book 240, page 177, Register's Office for Warren County,
Tennessee, and being the same property conveyed to JKH Investements, a Tennessee
joint venture, by deed from Buford Keeton and Florence M. Keeton, of record in
Warranty Deed Book 240, page 175, said Register's Office.

 STATE OF TENNESSEE, WARREN COUNTY 

      The foregoing Instrument and certificate were noted
      Note Book 15 Page 147 at 2:42 O'clock p.m. 11-7 1986
      and recorded in TD Book 229, Series _____ Page 165
      State Tax Paid $   --    Fee  --  Recording Fee 
      [ILLEGIBLE]  Total $[ILLEGIBLE]
      Witness My Hand,
      Receipt No 53719


                            /s/ [ILLEGIBLE]
                               Registar
                                [ILLEGIBLE]
<PAGE>

                                                                       Exhibit 2
                                                      Rentroll Provided by Owner
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
(c)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

PRO FORMA OPERATING STATEMENT

BI-LO Center
McMinnville, TN

July 14, 1997

<TABLE>
<CAPTION>
                                                                                  Tenant Contributions                    Credit NOI
                                                     Minimum Annual Min.                             Total
Tenant                          Day # Status Square Feet Rent/S.F. Rent      C.A.M.  Taxes  Insurance Revenues
- --------------------------------------------------------------------------------------------------------------
<S>                             <C>    <C>   <C>         <C>     <C>       <C>      <C>      <C>      <C>        <C>       <C> 
Bi-Lo                           Anchor LO    38,864       $9.88  $383,875  $15,546  $21,375  $3,886   $424,682             $424,682
Domino's Pizza                  A      LO     1,000      $11.87   $11,874     $400     $550    $100    $12,924
Tennessee Credit Corp.          B      LO     1,800       $5.00    $9,000     $720     $990    $180    $10,890
Richard K. Layman d/b/a                                  
  Video Checkout                C/D    LO     5,200       $5.50   $28,600   $2,080   $2,860    $520    $34,060
REN Center                      E-F    LO     3,600       $6.75   $24,300   $1,440   $1,980    $360    $28,080
Austin and Norman Dabbs                                  
  d/b/s Heads Up Haircutters    G      LO     1,380       $7.00    $9,660     $552     $759    $138    $11,109
- --------------------------------------------------------------------------------------------------------------             --------
TOTALS                                       51,844              $467,309  $20,738  $28,514  $5,184   $521,745             $424,682
VACANCY (10% SHOP REVENUES)                                                                            ($9,706)                  $0
                                                                                                       -------             --------
NET REVENUES                                                                                          $512,039             $424,682
                                                                                                       -------             --------
                                                         
ESTIMATED EXPENSES:                                      
Common Area Maintenance                $0.40                                                $20,738              $20,738
Real Estate Taxes                      $0.55                                                $28,514              $28,514
Insurance                              $0.10                                                 $5,184               $5,184
Management Fees                        4.00%                                                $20,482              $16,987
Structural Maintenance                 $0.10                                                 $5,184               $5,184
Reserves                               $0.10                                                 $5,184               $5,184
                                                                                            -------              -------
Total Expenses                                                                                        ($85,287)            ($81,792)
                                                                                                                           ========
NET OPERATING INCOME                                                                                  $426,752             $342,890
                                                                                                      ========             ========
</TABLE>
<PAGE>

                                                                       Exhibit 3
                                       Discounted Cash Flow Supporting Schedules
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

File           : Bi-Lo_cf                                         Time : 3:22 pm
Property Type  : Retail                                           Ref# : AAA
Portfolio      : Newton Oldcare McDonald                          Page : 4
                
                                  Bi-Lo Center
                         835 New Smithville Road/Hwy 56
                          McMinnville, Tennessee 37110
                             PROPERTY SUMMARY REPORT


TIMING & INFLATION
   Analysis Period:              October 1, 1997 to September 30, 2007; 10 years
   Inflation Method:             Fiscal
   General Inflation Rate:       3.00% for 2 years
                                 4.00% thereafter
                                 
PROPERTY SIZE & OCCUPANCY        
   Property Size:                51,844 Square Feet
   Alternate Size:               1 Square Foot
   Number of rent roll tenants:  6
   Total Occupied Area:          51,844 Square Feet, 100.00%, during first month
                                      of analysis
                                 
GENERAL VACANCY                  
   Method:                       Percent of Revenue
   Excludes Tenant Group:        Anchors
   Amount:                       5.00%
                                 
PROPERTY PURCHASE & RESALE       
   Purchase Price:               -
   Resale Method:                Capitalize Net Operating Income
   Cap Rate:                     10.50%
   Cap Year:                     Year 11
   Commission/Closing Cost:      4.00%
   Net Cash Flow from Sale:      $4,263,680
                                 
PRESENT VALUE DISCOUNTING        
   Discount Method:              Annually (End-point on Cash Flow & Resale)
   Unleveraged Discount Rate:    10.50% to 11.00%, 0.50% increments
   Unleveraged Present Value:    $4,100,236 at 11.00%
<PAGE>

File           : Bi-Lo_cf                                         Time : 3:22 pm
Property Type  : Retail                                           Ref# : AAA
Portfolio      : Newton Oldcare McDonald                          Page : 1
                
                                  Bi-Lo Center
                         835 New Smithville Road/Hwy 56
                          McMinnville, Tennessee 37110
                                Input Assumptions

PROPERTY DESCRIPTION                           PROPERTY TIMING
Name:          Bi-Lo Center                      Analysis Start Date:     10/97
Address:       835 New Smithville Road/Hwy 56    First Year Ends:         9/98
City:          McMinnville                       Years of Analysis:       10
State:         Tennessee
Zip:           37110
Portfolio:     Newton Oldcare McDonald
Property Type: Retail

        Area Measures
      Label       Area 
- -----------------------------
Property Size           51844
Alt. Prop. Size             1
Net Rentable           122360
Excluding Winn          75060

GENERAL INFLATION
Inflation Method:              Fiscal
Reimbursement Method:          Calendar reimbursement using fiscal inflation

<TABLE>
<CAPTION>
      Year 1     Year 2     Year 3     Year 4     Year 5     Year 6    Year 7     Year 8    Year 9    Year 10    Year 11   Year 12
<S>        <C>        <C>        <C>        <C>        <C>        <C>       <C>        <C>       <C>        <C>        <C>       <C>
Rate:      0          3          3          4          4          4         4          4         4          4          4         4
</TABLE>

REIMBURSABLE EXPENSES

<TABLE>
<CAPTION>
Name                            Acct Code         Amount  Units      Area          Frequency       %Fixed     Inflation    Ref Acct
- ----------------------------    ---------         ------  -----      ----          ---------       ------     ---------    --------
<S>                             <C>           <C>         <C>        <C>             <C>              <C>     <C>          <C>
Real Estate Taxes:                            .576209397  $/Area     Property Size   /Year            100
Property Insurance:                                  0.1  $/Area     Property Size   /Year            100
CAM - Common Area Maintenance:                       0.4  $/Area     Property Size   /Year            100
                                
Gross Up for Reimbursement: No

<CAPTION>
NON-REIMBURSABLE EXPENSES

Name                            Acct Code         Amount  Units      Area          Frequency       %Fixed     Inflation    Ref Acct
- ----------------------------    ---------         ------  -----      ----          ---------       ------     ---------    --------
<S>                             <C>           <C>         <C>        <C>             <C>              <C>     <C>          <C>
Administration:                                   0.02   $/Area      Property Size   /Year            100
Management Fee                                       4   % of EGR
Reserves:                                          0.1   $/Area      Property Size   /Year            100
</TABLE>

GENERAL VACANCY
  Option:                    Percent of Revenue from all Tenants Except:  
  Percent Based on Revenue Minus Absorption and Turnover Vacancy: No
  Reduce General Vacancy Result by Absorption & Turnover Vacancy: Yes
  Rate:                        5
  Excluded Tenant Group:       Anchors


RENT ROLL

<TABLE>
<CAPTION>
Tenant Name/                 Lease   Total  Start Term/  Base/Min     Unit of    Rent   Rtl  Reimbur-      Rent  Leasing  
No. Description        Suite Type     Area  Date  Expir    Rent       Measure    Chng   Sls   sements  Abatemnt   Cost    
- ---------------        ----------     ----  ----  -----    ----       -------    ----   ---   -------  --------   ----    
<S>                      <C> <C>    <C>     <C>   <C>     <C>         <C>                       <C>                       
1 Bi-Lo Grocery          1   Retail 38,864  7/85  12/15   9.87739296  $/SqFt/Yr                 Net                       
2 Domino's Pizza         2   Retail  1,000  7/85  7/00         11.87  $/SqFt/Yr                 Net                       
3 Tennessee Credit Corp  3   Retail  1,800  2/95  1/98             5  $/SqFt/Yr                 Net                       
4 Video Checkout         4   Retail  5,200  4/94  7/99          6.55  $/SqFt/Yr                 Net                       
5 Ren Center             5   Retail  3,600  5/90  1/02        Detail                            Net                       
6 Heads Up Haircutters   6   Retail  1,380  4/95  4/03        Detail                            Net                       
</TABLE>

Tenant Name/               Market                   Upon         Rnwl  More/
No. Description            Leasing                  Expiration   Prob  Notes
- ---------------                                     ----------   ----  -----
1 Bi-Lo Grocery            Bi-Lo Grocery            Market
2 Domino's Pizza           Domino's Pizza           Market
3 Tennessee Credit Corp    Tennessee Credit Corp    Market
4 Video Checkout           Video Checkout           Market
5 Ren Center               Ren Center               Market
6 Heads Up Haircutters     Heads Up Haircutters     Market
                                
                            (continued on next page)
<PAGE>

File           : Bi-Lo_cf                                         Time : 3:22 pm
Property Type  : Retail                                           Ref# : AAA
Portfolio      : Newton Oldcare McDonald                          Page : 2
                
                                  Bi-Lo Center
                         835 New Smithville Road/Hwy 56
                          McMinnville, Tennessee 37110
                               Input Assumptions
                         (continued from previous page)

    Detail Base Rent           Detail Base Rent         Tenant Groups
       Ren Center            Heads Up Haircutters
                                                       Group: Anchors
Date     Amount  Unit       Date    Amount    Unit        Bi-Lo Grocery       1
- ----   -----------------    ----  -----------------

2/97    6.75   $/SqFt/Yr    2/97       7 $/SqFt/Yr
2/98     7.5   $/SqFt/Yr    2/96     7.5 $/SqFt/Yr
2/99       8   $/SqFt/Yr           

MARKET LEASING ASSUMPTIONS

Category: Bi-Lo
                            New Market   Renewal Mkt   Term 2   Term 3   Term 4

  Renewal Probability                            75
  Market Rent                   9.88           9.88
  Months Vacant                    4              0
  Tenant Improvements           3.00           1.00
  Leasing Commissions              4              2
  Rent Abatements                  0      
NON-WEIGHTED ITEMS                        
  Rent Changes                    No      
  Retail Sales                    No      
  Reimbursements                 Net      
  Term Lengths                     5      


Category: Domino's Pizza
                            New Market   Renewal Mkt   Term 2   Term 3   Term 4

  Renewal Probability                            75
  Market Rent                    7.00          7.00
  Months Vacant                     3             0
  Tenant Improvements            2.00          1.00
  Leasing Commissions               5             2
  Rent Abatements                   0
NON-WEIGHTED ITEMS
  Rent Changes                     No
  Retail Sales                     No
  Reimbursements                  Net
  Term Lengths                      4


Category: Video Checkout
                            New Market   Renewal Mkt   Term 2   Term 3   Term 4


  Renewal Probability                            75
  Market Rent                    7.00          7.00
  Months Vacant                     3             0
  Tenant Improvements            2.00          1.00
  Leasing Commissions               5             2
  Rent Abatements                   0
NON-WEIGHTED ITEMS
  Rent Changes                     No
  Retail Sales                     No
  Reimbursements                  Net
  Term Lengths                      4

                                         (continued on next page)
<PAGE>

File           : Bi-Lo_cf                                         Time : 3:22 pm
Property Type  : Retail                                           Ref# : AAA
Portfolio      : Newton Oldcare McDonald                          Page : 3
                
                                  Bi-Lo Center
                         835 New Smithville Road/Hwy 56
                          McMinnville, Tennessee 37110
                                Input Assumptions
                         (continued from previous page)

Category: Ren Center
                            New Market   Renewal Mkt   Term 2   Term 3   Term 4

  Renewal Probability                            75
  Market Rent                   7.00           7.00
  Months Vacant                    3              0
  Tenant Improvements           2.00           1.00
  Leasing Commissions              5              2
  Rent Abatements                  0    
NON-WEIGHTED ITEMS                      
  Rent Changes                    No    
  Retail Sales                    No    
  Reimbursements                 Net    
  Term Lengths                     4    
                                        
                                       
Category: Retail Space
                            New Market   Renewal Mkt   Term 2   Term 3   Term 4

Renewal Probability                              75
  Market Rent                   7.00           7.00
  Months Vacant                    3              0
  Tenant Improvements           2.00           1.00
  Leasing Commissions              5              2
  Rent Abatements                  0   
NON-WEIGHTED ITEMS                     
  Rent Changes                    No   
  Retail Sales                    No   
  Reimbursements                 Net   
  Term Lengths                     4   
                                      
Category: Heads up Haircu
                            New Market   Renewal Mkt   Term 2   Term 3   Term 4

Renewal Probability                              75
  Market Rent                   7.00           7.00
  Months Vacant                    3              0
  Tenant Improvements           2.00           1.00
  Leasing Commissions              5              2
  Rent Abatements                  0 
NON-WEIGHTED ITEMS                   
  Rent Changes                    No 
  Retail Sales                    No 
  Reimbursements                 Net 
  Term Lengths                     4 
                                    
PROPERTY RESALE
Initial Purchase Price:   0
Option:                   Capitalize Net Operating Income
Cap Rate:                 0.105
Resale Commission (%):    4
Apply Rate to following year income: Yes
Calculate Resale for All Years: No

                      PRESENT VALUE DISCOUNTING
                     Unleveraged Discount Range
                       Low Discount Rate:           10.5
                       High Discount Rate:            11
                       Increment:                    0.5
                     Discount Method: Annually (End-point on Cash Flow & Resale)
<PAGE>

                                                                       Exhibit 4
                      Discounted Cash Flow Supporting Schedules - No Bi-Lo Store
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

File           : Bi-Lo_cf                                         Time : 3:25 pm
Property Type  : Retail                                           Ref# : AAA
Portfolio      : Newton Oldcare McDonald                          Page : 4
                
                                  Bi-Lo Center
                         835 New Smithville Road/Hwy 56
                          McMinnville, Tennessee 37110
                             PROPERTY SUMMARY REPORT

No anchor with this shopping center, but next to a Bi-Lo Store.

TIMING & INFLATION
  Analysis Period:               October 1, 1997 to September 30, 2007; 10 years
  Inflation Method:              Fiscal
  General Inflation Rate:        3.00% for 2 years
                                 4.00% thereafter
  
PROPERTY SIZE & OCCUPANCY
  Property Size:                 12,980 Square Feet
  Alternate Size:                75,060 Square Feet
  Number of rent roll tenants:   5
  Total Occupied Area:           12,980 Square Feet, 100.00%, during first 
                                   month of analysis
  
GENERAL VACANCY
     Method:                     Percent of Potential Gross Revenue
     Amount:                     5.00%
  
PROPERTY PURCHASE & RESALE
  Purchase Price:                -
  Resale Method:                 Capitalize Net Operating Income
  Cap Rate:                      11.00%
  Cap Year:                      Year 11
  Commission/Closing Cost:       4.00%
  Net Cash Flow from Sale:       $932,448
  
PRESENT VALUE DISCOUNTING
  Discount Method:               Annually (End-point on Cash Flow & Resale)
  Unleveraged Discount Rate:     12.00%
  Unleveraged Present Value:     $737,440 at 12.00%
  
<PAGE>

                                                                       Exhibit 5
                                                 Insurable Value of Total Center
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

Insurance Valuation

The insurance valuation utilizes the basic cost estimates presented in the Cost
Approach. However, certain cost items must be excluded as well as the land value
estimate.

Cost Items Excluded

1. Basement Excavation
2. Foundations Below Ground
3. Piping Below Ground
4. Architects' Fees

Source: Marshall Valuation Service, Marshall & Swift
        Section 96, Pages 1-2

Depreciation Items Excluded

      Given the nature and purpose of the valuation, any external obsolescence
is excluded as a deprecation item. In addition, functional incurable resulting
from basic design parameters such as the site plan/layout of the improvements is
excluded. However, functional incurable obsolescence from certain cost
components may be included. All other forms of depreciation are included.

      The cost summary for insurance valuation purposes is presented on the
following page.
<PAGE>

INSURANCE VALUATION - COST APPROACH SUMMARY

Property                                  Bi-Lo Center
Address:                                  835 New Smithville Road/Highway 56
City:                                     McMinnville
State:                                    Tennessee
Customer Tracking Number:                 C35500-17

================================================================================

Direct Costs                                                 Marshall Valuation
                                                               Cost Estimates
                                                               --------------
Structural Improvements

        Property Size    51,844  SF @  $36.57  /SF  =            $1,896,131
                                                                              
Special Tenant Improvements                                                   
                                                                              
BiLo                     38,864  SF @  $24.00  /SF  =              $932,736
No tenant                     0  SF @   $0.00  /SF  =                    $0
No tenant                     0  SF @   $0.00  /SF  =                    $0
Small Shop Allowa        12,980  SF @  $24.00  /SF  =              $311,520
                                                                    

Site Improvements

Asphalt Paving          170,000  SF @   $1.50  /SF  =  $255,000
Fence                         0  LF @  $13.00  /SF  =         0
Signage & Lighting:                                      25,000
Landscaping:                                             30,000
Site Preparation                                         30,000
Traffic Light Installation:                                   0
Additional Fees & Permits                                25,000
                                                       --------
                     Subtotal Site Improvements:                    365,000
                                                                 ----------
                     Total Direct Costs:                         $3,505,387
                                                
Indirect Costs

                     Land Loan Interest:                $34,560
                     Lease-Up Casts:                    141,800
                     Professional Fees:                  80,000
                                                       --------
                     Total Indirect Costs:                          256,360
                                                                 ----------
Total Direct and Indirect Costs:                                 $3,761,747

Entrepreneurial Profit as % of Direct/Indirect Costs, Rd.     0%          0
                                                                          -
Total Cost New of Improvements and Profit:                       $3,761,747
Less: Accrued Depreciation (Note Recognized In Insurable Value)           0
                                                                          -
Depreciated Cost of Improvements:                                $3,761,747

Less:   Insurance Exlcusions

Basement Excavation*                      0.0%               $0
Foundations Below Ground*                 3.4%         $127,899
Architects' Fees**                        5.7%         $214,420
Site Work & Improvements                               $365,000
                                                       --------
  Total Insurance Exclusions                                       (707,319)
                                                                 ----------
Insurance Valuation by Cost Approach                             $3,054,428

                       Insurance Value Estimate, Rounded         $3,054,000

*Source: Marshall Valuation Service, Section 96
**Source: Marshall Valuation Service, Section 99
<PAGE>

                                                                       Exhibit 6
                      Financial Information - Royal Ahold, BiLo's Parent Company
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

Royal Ahold ADR
(Data as of l0-31-97)
                                                                       Primary
Ticker            Industry                                             Exchange
- --------------------------------------------------------------------------------
AHO               RETAIL - GROCERIES                                       NYSE

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

Royal Ahold (Koninklijke Ahold) operates supermarket chains in the Netherlands,
the United States, Portugal, the Czech Republic, Latin America, and Asia. The
company's retail chains include Albert Heijn, Gall & Gall liquor stores, and
Etos in the Netherlands; Bi-Lo, Giant, Finast, Stop & Shop, and Edwards in the
U.S.; Mana in the Czech Republic; and Pingo Doce in Portugal. Its network
consists of 2,700 wholly-owned stores and 550 franchises. Ahold is the
ninth-largest supermarket group in the U.S., where it has 817 supermarkets and
derives roughly half of its sales.

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

Address     : 1500 HB Zaandam Netherlands
Phone       : 75-59-9111

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

Stock Performance                         Key Ratios

Stock Price:            25.63             ROE:                27.0
52 Week High:           31.96             Price/Earnings:     30.0
52 Week Low:            19.33             Price/Sales:         0.5
Beta:                    0.61             Price/Book:          8.0
Last Split Date:     07-30-97             Yield:               1.3
Market Cap ($Mil):   11141.96             Debt/Equity:         2.6

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

Footnotes:

1. Stock split - Per share data adjusted
2. Converted from foreign currency

- --------------------------------------------------------------------------------
Corporate Performance        1996      1995      1994      1993      1992
- --------------------------------------------------------------------------------
Revenues ($Mil)           21767.4   18322.7   15877.2   14642.5   12229.6
Net Profit ($Mil)           376.8     282.5     224.1     185.2     172.7
EPS                          0.85      0.76      0.62      0.54      0.55
Net Profit Margin(%)          1.7       1.5       1.4       1.3       1.4

- --------------------------------------------------------------------------------
Dividend History             1996      1995      1994      1993      1992
- --------------------------------------------------------------------------------
Dividend Payout(%)           29.0      34.0      31.6      28.3      26.9
<PAGE>

- --------------------------------------------------------------------------------
Growth Rates (%)        3 yr CAGR      1996      1995      1994      1993
- --------------------------------------------------------------------------------
Revenues                     10.4      23.4       2.1       7.0      25.6
Profit                       22.6      38.5      11.5      19.4      12.5
EPS                          12.7      16.8       8.6      13.0       3.4
Dividend                     13.7       0.0      16.8      25.9       9.0

- --------------------------------------------------------------------------------
Quarterly Results                     4Q1996    3Q1996    2Q1996     1Q1996
- --------------------------------------------------------------------------------
EPS                                     n/a       n/a       n/a       n/a
Dividend Per Share                      n/a       n/a       n/a       n/a
- --------------------------------------------------------------------------------
Quarterly Results                     4Q1995    3Q1995    2Q1995     1Q1995
- --------------------------------------------------------------------------------
EPS                                     n/a       n/a       n/a       n/a
Dividend Per Share                      n/a       n/a       n/a       n/a

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

Balance Sheet ($Mil)

Assets                       1996      1995      1994      1993      1992

Cash & Equivalents          412.8     327.2
Inventory                  1563.5    1090.4
Total Current Assets       3003.4    1993.2
Total Assets               8595.3    5790.7    5007.5    4369.1    3835.0

Liabilities and Equity

Current Liabilities        3525.3    2420.0
Long Term Debt             3673.0    1969.6    1759.6       n/a       n/a
Preferred Stock               n/a       n/a       n/a       n/a       n/a
Shareholders Equity        1397.0    1401.2    1276.1    1101.5     837.7

- --------------------------------------------------------------------------------
Cash Flow                   1996       1995
- --------------------------------------------------------------------------------
Cash Flow                    2.07      1.86
Capital Expenditures        954.3     716.4

- --------------------------------------------------------------------------------
(c) 1997 Morningstar, Inc. All rights reserved.
225 W. Wacker Dr. Chicago, IL 60606, 312-696-6000.
Although data are gathered from reliable sources,
completeness and accuracy cannot be guaranteed.

1420
<PAGE>

Corporate Executive Board Annual Report 1996                        Page 1 of 17

Message To Stockholders

In recent years Ahold has extensively transformed itself in a committed pursuit
of two key goals: developing a unique leadership position in international food
retailing and strengthening its profile as a long-term growth company, providing
consistently superior returns to shareholders. In 1996, these years of effort
and preparation were rewarded with breakthrough progress in virtually every
area, benefitting our customers and other stakeholders alike.

The highlight of this watershed year was the acquisition of Stop & Shop, a
highly successful New England-based supermarket chain whose stores, management
philosophy and operating scope fit almost ideally with our existing US
activities. We had long known and admired Stop & Shop and regarded it as a prime
acquisition candidate. When, in early 1996, the opportunity at last arose, we
acted quickly and decisively to bring it into Ahold USA. Besides establishing
Ahold as the leading food retailer in the eastern US and one of the top 5 chains
nationally, the Stop & Shop acquisition allowed us to reorganize our US
activities and accelerate Project Compete, a series of interrelated programs
underway to improve our US profitability and market positions. Over and above
the substantial earnings contribution from Stop & Shop's existing activities,
synergies and economies of scale within Ahold USA will add significantly to our
bottom line.

Asia Pacific was another area of breakthrough progress for Ahold last year.
Following the establishment of a local development office in 1995, Ahold now has
joint ventures with strong local partners to operate modern supermarkets in
Malaysia, Singapore, Thailand and China. Furthermore, we act as a technical
advisor in Indonesia. Though stores in every country will be carefully adapted
to local tastes and preferences, plans call for the development of a coherent
regional supermarket identity under the Tops brand, complemented by a chain of
discount stores under the BI-LO name. The first Tops supermarkets and BI-LO
discount stores have already opened and many more will soon follow. Our existing
Asian ventures and others on the way should help power the Group's growth over
the next decade by enabling Ahold to benefit from the region's rapid economic
growth and from the emergence of a value and convenience oriented middle class
of hundreds of millions. We are also looking at other untapped areas such as
Latin America where we have established a joint venture in northeastern Brazil
through a substantial investment in Bompreco, a leading local food retailer
operating under strong management and with excellent opportunities for further
growth.

Our 190,000 associates around the world contributed vitally to Ahold's 1996
success. Their on-going efforts to adapt to changes and master new challenges
laid the solid groundwork which supported our breakthroughs last year. We
acknowledge these contributions, under sometimes trying circumstances, with
sincere appreciation.

In Europe, our greenfield operation in the Czech Republic has grown in just 5
years to become the country's foremost food retailer. Having decisively moved
into the black in 1996, it is well positioned to further build its sales and
profitability. Our Portuguese food retailing joint venture once again
significantly increased its earnings contribution last year. The supermarket
format of Pingo Doce and the Feira Nova hypermarkets provide exceptional value
to the Portuguese customer and are both poised for further strong gains. Ahold
also established solid footholds in Spain and Poland in 1996 which will be
further developed in the coming years.
<PAGE>

Corporate Executive Board Annual Report 1996                        Page 2 of 17

Our activities in the Netherlands, and particularly our flagship supermarket
chain Albert Heijn, also increased sales, earnings and market shares. The 1996
acquisition of the Primarkt regional supermarket chain underscores the top line
growth opportunities still existing in this consolidating market. Ahold
companies around the world stand to benefit from Albert Heijn's 'precision
retailing' technology and its many other state-of-the-art innovations
exemplified by its advanced distribution system and a new supermarket concept
that has attracted worldwide industry attention as well as many new customers.

Financially too, 1996 was a banner year. Net earnings increased 38.5% to NLG
632.4 million on a 23.4% gain in sales. On a per share basis, earnings increased
by 16.7%. Guilder-based shareholders enjoyed a share price increase of 66.9% in
1996, well above our 5 year average annual growth of 23.9%. Dollar-based
investors had a 52.0% share price increase for 1996, compared to an annual
average of 26.9% over the past 5 years.

Investors repaid Ahold's efforts on their behalf by oversubscribing to our
record-breaking (NLG 3.2 billion) global equity offering to finance the Stop &
Shop acquisition. As a result, we ended the year in a strong financial position
with sufficient resources to finance further growth.

Most important of all has been the continued enthusiastic support of our
customers, an increasingly diverse and demanding audience. However big we
become, however international, we will never forget that our customers
ultimately decide our success. Our most important efforts are aimed at adding
value in our stores and thus enhancing customer satisfaction. We want to provide
a unique and superior shopping experience, supported by state-of-the-art retail
technology. But at the same time we continue to emphasize the basics of our
business through clean and inviting supermarkets with a well stocked selection
of quality foods, attractively priced, in an ambiance of perfected customer
service.

In May 1997, Albert Heijn will retire from the Supervisory Board. For a period
of almost 50 years, Albert's contributions to furthering our company have been
numerous and invaluable. We would like to thank him for making the difference.
We welcome Michael Meurs to the Executive Board, with effect from April 1, 1997.

Our long-term stated goal has been to double our net earnings every 5 years and
to achieve a growth in annual earnings per share averaging at least 10%. Thanks
to the breakthroughs made in 1996, we now expect to considerably exceed these
rates of growth over the next few years.

Corporate Executive Board

Cees H. van der Hoeven
President

Operations United States

The July 1996 acquisition of Stop & Shop culminated two decades of growth for
Ahold in the US, creating a new critical mass and establishing the Group as the
leading supermarket company along the eastern seaboard. Cumulatively, Ahold's US
activities generated 1996 sales of over $11 billion, employ over 105,000 people
and operate 800 outlets serving over 10 million customers weekly in 14 states.

The Stop & Shop acquisition added major impetus to Project Compete, Ahold USA's
mandate to develop and orchestrate strategic cooperation, economies of scale and
synergies among the various US chains. The CEOs of the operating companies,
supported by Ahold USA's expanded and strengthened management team, have
established a broad range of mechanisms to ensure on-going coordination and
consultation among the supermarket chains. These efforts are initially focused
on information technology, logistics and distribution, private label
development, coordinated
<PAGE>

Corporate Executive Board Annual Report 1996                        Page 3 of l7

purchasing, management development and various backstage operations.
Considerable progress has been made.

The objective of Project Compete is to make the US operations more profitable
and more competitive. By greatly increasing the scope and depth of talent,
resources and know-how available to Ahold companies in the US, the Stop & Shop
acquisition will enable this program to meet its targets more quickly and
surely.

In addition to its impact on the Ahold USA level, the Stop & Shop acquisition
had a major direct impact on the US operating companies. A redivision of trading
areas in the wake of the acquisition and the related decision to merge Edwards
with Giant and Finast into Tops has left 4 strong operating companies (Tops,
Stop & Shop, Giant and BI-LO) each optimally positioned to further develop its
regional market leadership. The 4 operating companies retain full day-to-day
operating autonomy and profit responsibility and will use their enhanced scale
and synergies to benefit both customer service and earnings performance.

In 1996, the US operations increased their contribution to operating results by
59.5% to $354.2 million on a 34.9% gain in sales to $11.2 billion.

Tops Markets

Tops' 1996 sales, including sales by franchisees, increased 8.1% to $1.9 billion
and operating results also improved. The gains reflect continued autonomous
growth, particularly in the Buffalo and Rochester areas of upstate New York, and
were achieved despite the diminished flow of customers from across the nearby
Canadian border, traditionally an important segment, due to unfavorable changes
in the currency exchange rates.

Following the redivision of trading areas in the wake of the Stop & Shop
acquisition, Tops took over management of the Finast supermarket operations,
with 1996 sales of $975 million. The combined management of activities in these
2 adjacent markets has opened the way to greater coordination and substantial
cost savings. This should enable the Finast stores to cope more effectively with
continued intense competition. Finast's headquarters in Cleveland were scaled
down at the end of 1996 as support services for Finast stores were transferred
to Tops headquarters in Buffalo. A small regional operations team remains in
Cleveland.

During 1996 Tops opened 14 new outlets, 5 of which replaced existing stores. The
new stores included 1 international supercenter, 5 supermarkets in New York, 3
supermarkets in Ohio, 4 Wilson Farms neighborhood food stores and 1 Vix deep
discount drugstore. Two existing franchise stores, one an international
supercenter, were remodeled. At year end Tops, including Finast, operated 225
units (including 17 franchise stores), representing a 9% increase in selling
area. To support its growing retail network Tops opened a new 850,000 sq. ft.
distribution center in Lancaster, NY, towards the end of the year. In 1997, Tops
will continue to strengthen its focus in each of its marketing areas.

Stop & Shop

Long a leader in the New England market and one of the best performing
supermarket chains in the US, Stop & Shop officially joined the Ahold family of
companies on July 22, 1996. To satisfy state and federal regulators, Stop & Shop
sold 3 of its stores to local competitors. Ahold's Edwards chain disposed of 21
units in 1996 and has sold 6 more units in 1997 for the same reason. Following
the decision to merge Edwards into Giant as part of the realignment of trade
areas among the US units, Stop & Shop took over 28 Edwards stores in New England
and New York in October, while transferring 16 former Mel's units on Long
Island, New York to the combined Edwards/Giant organization. In the first half
of the year the Purity Supreme stores, acquired by Stop & Shop in November 1995,
were transformed into large Stop & Shop supermarkets which generated additional
<PAGE>

Corporate Executive Board Annual Report 1996                        Page 4 of 17

sales. Stop & Shop is well experienced in upgrading and modernizing stores, an
ability which was also in evidence with the transfer of Edwards stores into Stop
& Shops and a highly successful on-going program which upgrades existing
supermarkets into superstores.

At the end of 1996, Stop & Shop operated 185 supermarkets in Massachusetts,
Connecticut, Rhode Island and New York. Its sales contribution from the date of
acquisition through the end of 1996 (22 weeks) was $2.3 billion. Operating
results were fully in line with expectations at the time of acquisition. Sales
growth was strong, particularly in the well established Stop & Shop superstores.
In 1997, Stop & Shop will continue its store opening and modernization program.
In view of its large scale and excellent record as an independent company, Stop
& Shop's integration with Ahold USA's other activities is being managed with
great care. Stop & Shop and its new sister companies have much to learn from
each other and the objective in bringing them into harmony is to identify and
generalize the best practices throughout the Group, wherever they may be found,
consistent with local autonomy.

Giant Food Stores

Giant once again had an excellent year with 13.6% sales growth to $1.7 billion
and operating results also increased strongly. Total selling space increased in
1996 by 12.0% to 2.4 million sq. ft., resulting mainly from the opening of 6 new
stores. As part of the redivision of market areas Giant took over responsibility
for the Edwards stores and former Mel's and Mayfair stores operating in New York
and New Jersey as of the end of 1996. Thus a company with 141 stores was formed.
The Edwards store brand and format which now encompasses the former Mel's and
Mayfair stores continues to attract a growing customer base through its Every
Day Low Price (EDLP) marketing strategy. Coupled with Giant's proven success in
building store traffic and managing profit margins, as well as its new highly
flexible store prototype, the prospects for strong progress by the combined
operations are excellent. In 1997, Giant plans to open 8 new stores while
further integrating the Edwards and Giant operations.

BI-LO

Under far from ideal market conditions, BI-LO showed strong profit recovery in
1996 while its sales increased 3.6% to $2.6 billion. The company had
increasingly positive identical store sales during the second half of 1996.
Competition in BI-LO's 'sunbelt' markets has been fierce in recent years. Last
year saw some encouraging signs of improvement. BI-LO has responded by
successfully implementing a new market strategy, focusing heavily on rebuilding
traditional customer relationships. Older stores are being closed or remodeled
into attractive state-of-the-art supermarkets and a new prototype store is in
the final stages of development. The integration of the former Red Food Stores
in Tennessee and Georgia has been successfully completed and these units are now
doing well as integral parts of the BI-LO chain. BI-LO ended the year with 266
stores, a gain of 5. In 1997, BI-LO will continue to aggressively pursue its
plan of improving the store network (concentrating on remodeling, enlarging and
replacing existing stores) so that it can more effectively serve customers in
its trading area. BI-LO will continue, as a part of Vision 2000, to concentrate
on customer service. The marketing efforts aligned with Vision 2000 are allowing
BI-LO to further develop its commitment to being a consumer-driven,
market-oriented company. As these programs continue to develop throughout the
year, they will add momentum to the company.

Activities In The Netherlands

In the Netherlands, Albert Heijn once again strengthened its market position
through a combination of internal and external growth. Its profit contribution
benefited from adequate cost control and good margin management. Customers
responded enthusiastically to the extended store hours permitted for the first
time in 1996. Total sales in the Netherlands rose to NLG 15.0 billion last year,
up 4.4% over
<PAGE>

Corporate Executive Board Annual Report 1996                        Page 5 of 17

1995, while operating results climbed 14.0% to NLG 498.3 million. Albert Heijn,
Ahold Institutional Food Supply and the production companies achieved
significantly higher operating results while wholesale company Schuitema
reported virtually the same operating results as last year. At Ahold Specialty
Stores, operating results were under pressure as a result of one time
write-offs.

Changes in Dutch society and consumer behavior are making flexibility an ever
more crucial asset in retailing. Competition in the food retailing market
remains stiff, while consumers are shopping at more and more places for their
grocery needs. As a result of these pressures, 1996 saw further concentration of
the supermarket sector. Albert Heijn capitalized on this by acquiring 2 regional
chains, Primarkt based in Breda and the Den Toom company in Rotterdam. In
addition, the expanded and newly organized Albert Heijn network of 494
company-owned supermarkets and 171 franchisees responded to market changes with
great resourcefulness and creativity and was very successful in building
customer loyalty. As a result Albert Heijn further expanded its role as
Holland's favorite food store and household service center.

Sales at Albert Heijn, including those of franchisees, rose by 5.2% to NLG 10.3
billion, realizing significantly higher operating results.

The market share for Albert Heijn among supermarkets (Nielsen measurement) was
27.7% at year end, up from 27.2% one year earlier.

An important positive development in 1996 was the extension of opening hours
following changes in Dutch law: the new '8 to 8' Albert Heijn store hours were
well received in most areas. Building on this, the stores increased their sales
of new convenience products and services. For example, sales of store-prepared
heat-and-serve meals clearly benefited, and consumer interest in convenience and
experimentation increased. Albert Heijn stores are becoming more and more
creative in meeting these trends. Seven months after the extension of store
hours went into effect, Albert Heijn was recording approximately 15% of its
sales after 6 p.m. For some stores in urban downtown areas, the figure was
considerably higher.

An interesting initiative in the year under review was the opening of a new
prototype Albert Heijn supermarket in Haarlem which attracted considerable
domestic and international interest. Compared to its traditional predecessor,
the new store has achieved encouraging growth in sales. The store is laid out
like a village. On the outer fringe is the bargain aisle and, moving towards the
center, products are grouped by consumption time frames so that the customer
sees traditional and new options for breakfast, lunch and dinner. The produce
and convenience departments have been expanded.

The heart of the store is a lively market square where fresh bread is baked,
individualized pizzas are made to order and international dishes are prepared on
site for a ready-made take-out service. Customer reactions to the new
supermarket have been so positive that several other existing Albert Heijn
stores are being partially or completely remodeled according to this concept.

An experimental opening of small Albert Heijn branches at Shell gas stations has
also gone well and should result in the opening of several hundreds of such
Albert Heijn outlets and provide an important boost in volume in coming years.
Key to supporting the growing number and diversity of store types is Albert
Heijn's 'Today for Tomorrow' distribution system. By utilizing the latest IT and
logistics technology this system allows each store to customize its product
offering and replenish a deliberately lean inventory on a daily basis. This
provides the basis for 'Precision Retailing', an innovation which benefits both
efficiency and customer service.

Ahold Institutional Food Supply (GVA), which serves wholesale customers,
continued its progress and posted a strong rise in 1996 results. Operations have
improved considerably and new growth, autonomously and through acquisition, is
planned for. At Ahold Specialty Stores the results were under pressure as the
result of one time write-offs. Gall & Gall was able to expand its position as
the
<PAGE>

Corporate Executive Board Annual Report 1996                        Page 6 of 17

country's leading wine and spirits specialist. Sales rose 4.4% to NLG 457
million. Gall & Gall's new store format, assortment and promotions contributed
to the gains. In the past year, Gall & Gall added 18 stores, bringing the total
number to 444 and increasing its market share.

The Etos health and beauty care chain strengthened its market position and also
further expanded its franchise activities. Sales climbed 16.0% to NLG 441
million.

At the Jamin confectionery stores sales improved to NLG 138 million, 2.5% more
than in 1995, but operating results declined. De Tuinen (health and natural
products) has not yet achieved necessary critical mass. Private label activities
were further strengthened in 1996 as the Marvelo and Meester production
subsidiaries improved coordination with Albert Heijn with the aim of meeting the
specific demands of the Albert Heijn customer more quickly and inexpensively.
Operating results have clearly improved. Nistria had a good year while Vaco was
sold by the end of 19%. The Schuitema wholesale organization, which is 73% owned
by Ahold, had a reasonably good year, increasing sales by 4.0% to NLG 3.2
billion. The C1000 supermarket chain in particular showed a good performance,
helping Schuitema to increase its share of the Dutch food market (Nielsen) to
10.3%.

Operating results at Schuitema were about the same as in 1995. However, net
earnings improved by 6% over 1995.

Albert Heijn was the first to take advantage of extended store opening hours in
the Netherlands. The new 8 to 8 opening hours are popular with the customers.

Europe Outside The Netherlands

In Europe outside the Netherlands, Ahold has built a leading food retailing
company in the Czech Republic and has joint ventures in Portugal, Poland and
Spain. Ahold also participates in AMS, a venture linking 12 European food
retailers. Sales in Europe outside the Netherlands grew in 1996 by 33.0% to NLG
2.5 billion, primarily from the activities in Portugal and the Czech Republic.
Despite start-up losses from Poland, the operating result for Europe increased
35.1% over 1995 to NLG 165 million.

In Portugal Ahold's successful joint venture, Jeronimo Martins Retail (JMR),
operates 2 growing chains of supermarkets and hypermarkets across the country
and now occupies the number 2 position in Portuguese food retailing. In the year
under review, 20.9% sales growth was realized to total pte 190 billion (NLG 2.1
billion). The Pingo Doce supermarket chain achieved sales of pte 109 billion and
the Feira Nova hypermarkets had sales of pte 77 billion. Drawing on the powerful
financial and logistical support of its parent groups, JMR continues on target
to achieve rapid, profitable growth in Portugal and has built a strong and
defensible market position.

Last year Pingo Doce adopted a new distribution system. Pingo Doce's new,
considerably more spacious and higher capacity stores and the 'just-in-time'
stock supply system have greatly enhanced the shopping experience as well as
operational efficiency. Pingo Doce also made good progress with private labels
in the year under review and opened 8 new supermarkets. In addition,
preparations were made for the opening of several new Feira Nova hypermarkets in
1998. In total JMR operated 110 Pingo Doce supermarkets and 12 Feira Nova
hypermarkets as of the end of 1996.

In the Czech Republic, Ahold's Euronova subsidiary moved solidly into the black.
Sales grew 69.8%, from czk 3.7 billion (NLG 0.2 billion) to czk 6.2 billion (NLG
0.4 billion) while operating results were also up significantly. Ahold now has
76 Mana supermarkets in the Czech Republic, 29 discount stores, 7 cash & carry
operations and 3 mini-hypermarkets. Besides autonomous growth, which was once
again considerable in 1996, the take-over of several smaller store chains at
attractive locations in 1995 also clearly contributed to Euronova's development
into a national chain. Its stores now serve
<PAGE>

Corporate Executive Board Annual Report 1996                        Page 7 of 17

Czech consumers in all major cities, including Prague, as well as in numerous
smaller towns across the country. The Czech management team has repeatedly
demonstrated its ability to acquire and convert stores into one of the Euronova
formats, achieving in each case a sharp improvement in sales volume. Czech
consumers have clearly responded to attractive price levels, friendly service,
good quality and ample choice. In 1996, Euronova added 12 stores, bringing the
total to 108 excluding 7 cash & carry operations. The store network will
continue to grow in 1997.

In Poland, Ahold has a 50/50 joint venture with the German retailer Allkauf.
Operations are still in their early stages, recording supermarket and cash &
carry sales of pln 166 million (NLG 101 million) and incurring a start-up loss
for the year. Drawing on Ahold's experience in the neighboring Czech Republic,
Ahold & Allkauf Poland aims to build a national chain. Retail store
opportunities in this fast-growing market of 39 million inhabitants are
extensive. The joint venture will gradually field a range of different store
formats including the first Ahold & Allkauf hypermarket which is expected to
open in the second half of 1997. Other hypermarket and supermarket projects, as
well as cash & carrys and discount stores in residential neighborhoods, are in
varying stages of preparation. Take-overs also form part of the strategy in our
Polish joint venture, as demonstrated in 1996. At year end, 30 stores and 4 cash
& carrys were in operation.

In Spain, Ahold began a 50/50 joint venture, Store 2000, in late 1996 together
with Caprabo, a Barcelona-based food retailer. The goal of the joint venture is
to establish a network of medium-sized and large supermarkets and hypermarkets
in Spain over the next few years. All provinces are included in this plan except
Catalonia where Caprabo has its own stores. By 1996 year end, the new joint
venture had already made its first acquisition, 11 supermarkets in Madrid.
Because Spain's retailing infrastructure is still underdeveloped, the two
partners should be able to achieve rapid progress by pooling their local and
international know-how.

The AMS venture further expanded its Euroshopper line of budget-price private
label products. Benefitting from the collective volume of the AMS partners, this
line offers excellent value to Albert Heijn customers. In 1996, the 12 European
food chains belonging to AMS agreed on a number of new projects besides pursuing
informal contacts and exchanges of information in areas of mutual interest.

The fully localized Czech management team has repeatedly demonstrated its
ability to acquire and convert stores into one of the Euronova formats,
achieving in each case a sharp improvement in sales volume.

Asia Pacific And Latin America

In Asia, Ahold made rapid progress last year towards its goal of becoming a
regional leader in food retailing, opening its first 36 stores. Through
agreements now in place with strong local partners, Ahold Asia Pacific is
implementing an ambitious growth strategy to build a uniform regional chain of
supermarkets under the Tops brand name. In Latin America, Ahold has taken a 50%
interest in the voting share capital of Bompreco, the leading food retailer in
northeast Brazil.

Asia Pacific

The Tops and BI-LO formats have been specifically developed for Asian markets
and will be used, with local adaptations, for all of Ahold's Asian stores. Tops
supermarkets are designed to offer the consumer a wide choice from a broad
assortment, friendly service and numerous, daily fresh, local products. Tops
store-brand products, sourced locally, will be increasingly available. The BI-LO
discount food stores by contrast offer a limited assortment of basic grocery
necessities at very low prices in a 'bare-bones' store environment.

In Malaysia, Ahold's venture with Perlis Plantations, a Kuok Group subsidiary,
got underway as the
<PAGE>

Corporate Executive Board Annual Report 1996                        Page 8 of 17

first 2 Tops supermarkets opened in October. By year end, 2 Tops supermarkets
and 16 BI-LO discount stores were operational in Malaysia. In Thailand, a
country with a population of 60 million, Ahold became co-owner of 31 existing
supermarkets as from the beginning of 1997 through a joint venture with the
prominent Central Robinson Group. Concentrated in the Bangkok area, the
supermarkets are mostly located in department stores and operate under the
Central and Robinson names. They will be remodeled into the Asian Tops format
during the course of 1997. There are also plans for the opening of free-standing
Tops stores. In addition, BI-LO discount stores will be opened in suitable
smaller locations.

In Indonesia, Ahold entered into a technical assistance agreement with the PSP
Group whereby Ahold will provide retailing know-how and assistance in various
areas. By year end, plans were on course for the opening of the first Tops and
BI-LO stores by PSP.

In Singapore, an affluent city-state of over 3 million people and a key regional
financial and business center, Ahold is also teamed up with the Kuok Group to
operate a small chain of Tops supermarkets. The ventureOs initial store is up
and running in a prestigious central location and will convert to the Tops
format in 1997. Singapore is also the home base of Ahold Asia Pacific Ltd.,
whose staff of local and international professionals are developing and
quarterbacking the Group's growth initiatives throughout the region.

China is potentially the largest consumer market in the world with 1.2 billion
people and has a rapidly growing economy. To develop a modern food retailing
infrastructure in this key market, Ahold has established a joint venture with
Zhonghui Supermarket Co., a subsidiary of the China Venturetech Investment
Corporation. The joint venture owns 15 existing food retailing outlets in a
densely populated district of Shanghai. In January 1997, just before the Chinese
New Year, the first of these stores was remodeled into a Tops supermarket format
and opened to great acclaim. From its opening day, sales at this first Chinese
Tops unit have far outstripped those of the predecessor store. In the course of
1997, a number of additional supermarkets will be similarly remodeled into Tops
formats.

By year end Ahold had 48 retail specialists and managers from the Netherlands
and the US in the region to further develop the business and pass on their
know-how and experience to local managers.

In Asia, Ahold has joint venture operations with local partners in Malaysia,
Singapore, Thailand and China. In Indonesia Ahold has a technical assistance
agreement.

Latin America

On December 23, 1996 Ahold began its initial foray into Latin America with the
purchase of a 50% interest in the voting share capital of Bompreco, the leading
food retailer in northeast Brazil. Bompreco owns 28 large supermarkets, 8
hypermarkets, 11 minimarkets and 3 department stores in 6 northeastern states
including the city of Recife, generating 1996 sales of brl 1.3 billion (NLG 2.1
billion). Bompreco also owns a successful customer loyalty and payment card,
Hypercard, and has built a reputation as one of the most successful Brazilian
retailing teams. Ahold's investment and know-how will permit it to accelerate
growth in 1997, both autonomously and through acquisition. In implementing its
ambitious development program, Bompreco management works closely with Stop &
Shop which has been teamed as a resource for knowledge and experience.

Associates

The number of associates at Royal Ahold grew 36.8% from 139,839 in 1995 to
191,267 at year end 1996. This considerable growth in employment is due chiefly
to the acquisition of Stop & Shop. In
<PAGE>

Corporate Executive Board Annual Report 1996                        Page 9 of 17

addition, the new Asian joint ventures as well as the joint venture with
Bompreco in Brazil and rapidly expanding Ahold activities in the Czech Republic
and Poland all contributed to the increased number of associates.

Ahold in the Netherlands and the United States showed a growth in employment
last year. Expanded service to the customer, the extension of store opening
hours in the Netherlands, the opening of new stores and the enlargement of
existing ones have created new employment opportunities. Investments in new
technology have superseded manual administrative work. For example,
computer-directed automatic ordering systems linking the stores with
distribution centers and suppliers have replaced previous procedures done by
hand. Many labor-intensive support functions have thus been eliminated.

The new jobs are considered very attractive. A career with Ahold is viewed
positively and enthusiastically, as can be seen by the explosive growth in
interested applicants. The company provides associates with choice opportunities
to keep their knowledge and practical experience current and to broaden and
deepen it as well. Last year, a record number participated in courses and
training programs, to improve their existing job skills or to master new skills
and thereby enhance career opportunities.

To support Ahold's continuing rapid internationalization, much attention has
been given to the transfer of know-how to countries where Ahold has begun new
joint ventures with local partners. At year end, 48 Dutch and US retailing
specialists were working in the 5 Asian countries where Ahold is active. In
order to make such knowledge and experience available, the Corporate Executive
Board has instituted an internal mentoring program under which each of the Ahold
supermarket chains in the US and the Netherlands provides support for one of the
new operations. Enthusiasm for this program is universally high. The management
of the new joint ventures know where to turn, and the US and Dutch supermarket
companies are more directly involved in the company's internationalization.
Under the Ahold mentoring program, Albert Heijn is currently contributing to
developments in China, Central Europe and Spain. Giant has adopted Thailand.
Malaysia and Singapore receive support from Tops, and Indonesia can call on
BI-LO, while Stop & Shop contributes to developments in Brazil.

Last year, the Corporate Executive Board updated and amended the Management
Development (MD) program to better support Ahold's accelerating
internationalization and growth. The new MD program specifies group needs and
guides management development for the entire company.

The Netherlands

The average number of associates in the Netherlands last year totaled 56,419,
7.4% more than in 1995. Associate turnover remained relatively low. In the year
under review, elections were held for the Associate Councils. The councils again
provided useful input. The newly elected Central Associate Council (COR)
consulted regularly with the Corporate Executive Board regarding developments
within the company.

The Albert Heijn Dutch Customer Fund made excellent progress in 1996. The number
of participants grew 29% to a total of 80,000 by year end, including more than
16,700 associates. The value of a unit increased to NLG 99.12 as of the end of
1996, a 31.3% increase. The Fund's assets totaled NLG 398 million at year end
1996, representing a 103% increase.

Total assets of the Ahold Pension Fund amounted to NLG 1.9 billion at year end
1996, up 17.3%. Some 24,000 associates contribute to the Fund, while 4,400
pensioners received payment from the Fund.

Other Europe

The Ahold ventures in Portugal, the Czech Republic and Poland employed an
average of 13,471
<PAGE>

Corporate Executive Board Annual Report 1996                       Page 10 of 17

associates, a 25.6% rise over the previous year. In all three countries intense
emphasis is being placed on training.

United States

In 1996 Ahold USA employed an average of 89,242 people. The 29.0% increase was
primarily attributable to the acquisition of Stop & Shop.

Tops, including Finast, now employs 22,859 people, 3.7% more than in 1995.
Giant, including Edwards, has 22,411 associates, down 21.2% from 1995 due
largely to the sale of 30 stores to gain Federal Trade Commission approval for
the Stop & Shop acquisition. BI-LO's total number of associates rose 2.0% to
23,576.

Ahold intends to further involve its US associates more directly in the
corporation's financial growth. At year end 1996, 3,190 associates held stock in
Ahold through a specially developed associate stock purchase plan.

In the United States, great emphasis is being given to associate training
throughout all the chains.

Ahold In Society

As an international retailer, Ahold is closely involved with the societies in
which it operates and is directly affected by social and cultural changes. By
achieving profitable growth in an increasing number of countries, Ahold
contributes to their economic development and employment opportunities.

In well-developed consumer markets such as the Netherlands and the United
States, our supermarket activities are strongly anchored in local communities.
Many of our stores are treated by loyal customers as both a preferred
supermarket and a meeting place for the community. This dual function is
exceptionally important. Our store managers recognize this and work towards
protecting and encouraging such functions. Ahold is following with keen interest
developments in modern biotechnology which could affect the food supply. In
Ahold's view, genetic engineering promises significant benefits to the consumer
and society. However, we also believe that genetically modified new products
must conform strictly with international health and safety standards. Moreover,
to permit customers to make their own choice, Ahold strongly supports the
appropriate labeling of such products.

The BSE crisis last year demonstrated the absence of uniform consumer protection
standards in Europe. Ahold supports steps towards harmonizing health and safety
standards across the continent. An important environmental effort initiated by
Ahold, its industry partners and the government is the reduction of packaging
materials and the promotion of recyclable packaging. In recent years Ahold's
efforts, particularly with regard to its own private label lines, have led to a
continuing downtrend in solid waste volumes. Much progress has also been made in
assisting producers of fruit and vegetables sold in Ahold's stores to work in a
more environmentally-friendly manner. Increasing road traffic congestion in
Europe and many of the emerging markets is also a concern. Ahold is addressing
this by optimizing its supply and delivery logistics. All Ahold operating
companies pay considerable attention to energy conservation.

Financial Review

In 1996, Ahold achieved consolidated sales of NLG 36.5 billion, a 23.4% increase
over 1995. Consolidated net earnings amounted to NLG 632.4 million in 1996,
representing growth of 38.5%. After deducting preferred dividends, the net
result attributable to common shareholders was NLG 622.9 million.

Earnings per common share increased by 16.7% to NLG 4.30 (1995: NLG 3.68). Sales
and operating results benefited in 1996 from the higher average exchange rate of
the dollar (NLG 1.69
<PAGE>

Corporate Executive Board Annual Report 1996                       Page 11 of 17

vs. NLG 1.61). At a constant exchange rate, sales would have grown 20.0%, and
net earnings would have increased 35.2%.

The 1996 accounts were greatly influenced by a number of important new
consolidations. In the United States, the Stop & Shop supermarket chain based in
New England (192 stores, annual sales $4.8 billion) was acquired on July 22,
1996 and included in the consolidation as per the same date. In early 1996, the
Dutch Primarkt Group (20 supermarkets, 16 liquor stores, annual sales NLG 260
million) was acquired by Albert Heijn.

The joint venture in Poland (5 0/50 with Allkauf) was included in the
consolidation, beginning in the third quarter of 1996. Our Spanish joint venture
(50/50 with Caprabo) will be consolidated starting in 1997. In Asia Pacific,
Ahold began activities with local partners in Singapore, Malaysia, Thailand and
China. As of December 23, 1996, a 50% voting interest was acquired in the
Brazilian retail corporation Bompreco (28 supermarkets, 8 hypermarkets, 11
minimarkets and 3 department stores, annual sales of NLG 2.1 billion). Bompreco
was included in the consolidation effective December 29, 1996, the fiscal year
end date.

Sales and operating results

Consolidated sales in guilders totaled NLG 36.5 billion, up 23.4%. In the
Netherlands, sales of NLG 15.0 billion were recorded, an increase of 4.4% over
1995 (NLG 14.3 billion). Albert Heijn and the Ahold Specialty Stores (Etos and
Gall & Gall) noted further increases in sales. Sales by the Schuitema wholesale
organization to affiliated supermarkets also showed continued growth. Sales in
the rest of Europe rose 33.0% to NLG 2.5 billion (1995: NLG 1.9 billion). In the
United States, sales topped $11.2 billion, a 34.9% increase over 1995 ($8.3
billion). Excluding the effects of the Stop & Shop acquisition, the increase in
the United States was about 8%.

Sales in Asia Pacific (NLG 55.9 million) were still limited. The consolidated
operating result amounted to NLG 1,242.8 million (1995: NLG 915.5 million), an
increase of 35.8%. In the Netherlands, the 1996 NLG 498.3 million operating
result was up 14.0% from 1995's NLG 437.0 million. Albert Heijn, Ahold
Institutional Food Supply and the production companies all posted significantly
higher results. At Ahold Specialty Stores, the results were lower because of
one-time write-offs. Schuitema's contribution to earnings was about the same as
in 1995.

In the Netherlands a provision of NLG 30 million was charged to the 1996
earnings for the introduction of the Euro and the modification of computer
software in anticipation of the millennium. In 1996, it was irrevocably
concluded that the excise tax rate charged for wines imported from other
European Union countries had been too high for a number of years. The resulting
receivable has been recorded in 1996. As a result, earnings benefited from a NLG
50 million refund net of special promotional provisions.

Operating results for the rest of Europe amounted to NLG 165.5 million (1995:
NLG 122.5 million). The Portuguese chains Pingo Doce and Feira Nova showed
significant growth in earnings. Euronova in the Czech Republic also had gains.
Poland recorded start-up losses in 1996.

In 1996, the operating result for Asia Pacific was a loss of NLG 20.6 million,
reflecting start-up costs for our activities in this region.

In the United States, operating results rose to $354.2 million (1995: $222.0
million), a 59.5% increase. Following the Stop & Shop take-over, a number of
stores were transferred between Stop & Shop and Edwards, while other Stop & Shop
and Edwards stores were sold to satisfy antitrust considerations. Allowing for
these adjustments, Stop & ShopOs operating results advanced solidly and were
fully in line with expectations. The integration of Finast and Tops and the
consolidation of existing activities gave rise to approximately $25.0 million in
costs and provisions which were charged against 1996 results. BI-LO, Edwards,
Giant and Tops all recorded higher operating results
<PAGE>

Corporate Executive Board Annual Report 1996                       Page 12 of 17

in 1996. Finast's results fell behind those of 1995.

Net financial expense

Despite the elimination of dividends from Argyll and Casino, income from
unconsolidated subsidiaries and affiliates totaled NLG 6.2 million (1995: NLG
7.6 million), reflecting profits of unconsolidated real estate interests held by
Schuitema.

Net interest expense came to NLG 324.7 million (1995: NLG 251.5 million). The
increase was almost completely caused by the consolidation of Stop & Shop's
interest charges. The interest coverage ratio improved in 1996 to 3.47 from 3.29
in 1995.

In 1996, NLG 248.8 million was reserved for income tax. Ahold's tax burden,
expressed as a percentage of pre-tax earnings, was 26.9% (1995: 26.7%).

Net earnings after minority interests grew 38.5% to NLG 632.4 million, up from
NLG 456.6 million in 1995. An unchanged exchange rate would have resulted in a
35.2% improvement in earnings.

Dividend proposal A proposal will be made to the General Meeting of Stockholders
to declare a cash dividend of NLG 0.96 and $0.43 per common share (1995: NLG
0.88 and $0.36, adjusted for optional share dividends). Of these 1996 amounts,
NLG 0.26 and $0.13 have been paid as interim dividends in 1996. The level of the
annual cash dividend is based on a target payout ratio of 40% of the result
attributable to common shareholders. Because the 1996 interim dividend was also
made payable on the shares issued per July 19, 1996, the 1996 payout ratio was
exceptionally above the target rate.

Furthermore, it will be proposed that stockholders once again be given the
option of receiving the final dividend in cash or in stock from the tax-free
additional paid-in capital. The size and composition of the optional stock
dividend will be announced on April 24, 1997, after the close of trading on the
Amsterdam Stock Exchange. Partly in view of the continuing internationalization
of Ahold, it has been decided to discontinue dividend declarations in 2
currencies; dividends as of the financial year 1997 will be declared in guilders
only.

Holders of cumulative preferred financing shares will receive a 1996 dividend of
NLG 0.2369 per share of NLG 1.25 par value.

Investments and acquisitions

Investments in tangible fixed assets totaled NLG 1.6 billion in 1996, not
including NLG 2.4 billion acquired through acquisitions. In addition, the
company entered new capital lease commitments of NLG 107 million. Excluding
acquisitions, Ahold invested NLG 537 million in the Netherlands, NLG 299 million
in other European countries and $463 million in the United States. Investments
in Asia Pacific were not material. Investments mainly concerned new stores and
expansion and improvement of existing stores.

In early 1996, Ahold took over the Dutch supermarket chain Primarkt (20
supermarkets, 16 liquor stores, annual sales NLG 260 million). The acquisition
price was NLG 111 million.

In July, Ahold acquired the US Stop & Shop supermarket chain. An amount of $3.0
billion was paid for this acquisition, including assumption of $1.3 billion in
interest-bearing debt. The acquisition was financed with the proceeds of an
international issue of 39.3 million common shares, which raised NLG 3.2 billion
net.

At the end of December, Ahold took a 50% interest in the voting share capital of
Bompreco, a Brazilian retailer at an acquisition price of NLG 475 million from
available cash. Bompreco operates 50 stores in northeast Brazil and has annual
sales of approximately brl 1.3 billion (NLG 2.1 billion).

Equity position

At year end 1996, the balance sheet totaled NLG 14.9 billion, an increase of NLG
5.6 billion from
<PAGE>

Corporate Executive Board Annual Report 1996                       Page 13 of 17

the 1995 year end total. This rise primarily reflected the effect of investments
and acquisitions (about NLG 4.8 billion), as well as the significantly higher
year end dollar exchange rate (NLG 1.75 vs. NLG 1.60).

As of year end 1996, stockholders' equity was NLG 2.4 billion (1995: NLG 2.2
billion). Together with minority interests, this represents 18.5% of the balance
sheet total (1995: 24.9%). In 1996, stockholders' equity rose due to new issues
of cumulative preferred financing shares (NLG 248 million) and common shares
(NLG 3,198 million). In addition, stockholders' equity increased as a result of
retained earnings (NLG 333 million), optional stock dividends (NLG 193 million),
the exercise of stock options (NLG 58 million), and exchange rate fluctuations
(NLG 96 million). Goodwill paid on acquisitions (NLG 3,917 million) and the
settlement of the cross participations (NLG 33 million) were charged to
stockholders' equity.

Capital accounts were NLG 3.2 billion as of year end 1996, up from NLG 2.7
billion in 1995, representing 21.2% of the balance sheet total (1995: 29.4%).
Interest-bearing debt rose to NLG 5.4 billion from NLG 3.0 billion in 1995, due
mostly to the effect of consolidations.

The ratio between interest-bearing debt, including capital leases, net of cash,
and stockholders' equity, including minority interests (net gearing) increased
from 106% to 172%. The ratio of current assets to current liabilities was 85%
(1995: 82%). Of the NLG 714 million total cash balance, approximately NLG 400
million is considered as committed to daily operations.

Financing

Acquisitions made during 1996 were financed primarily through the proceeds of a
global offering of common shares and the issuance of preferred shares as well as
from available funds and the sale of certain non-operating assets. Early in
1996, Argyll, Casino and Ahold decided to terminate their cross share holdings.
Ahold subsequently arranged for its shares held by Argyll and Casino to be
placed with 4 major Dutch financial institutions. The proceeds for Ahold
resulting from the sale of its Casino and Argyll shares was NLG 198 million and
generated a book loss of NLG 33 million which was charged against stockholders'
equity.

Ahold also issued 40 million cumulative preferred financing shares at NLG 6.25
on June 25, 1996. Additionally, to finance the acquisition of the US supermarket
chain Stop & Shop, Ahold successfully completed the global offering of 39.3
million new common shares at NLG 85 in the third quarter of 1996. Both issues
generated net proceeds of NLG 3.4 billion in total.

As a result of the acquisition of Stop & Shop, several refinancing transactions
were completed in the fourth quarter including a tender offer for $118 million,
11 3/4% bonds of Purity Supreme Supermarkets, a wholly owned subsidiary of Stop
& Shop. This tender was successfully completed on November 1, 1996 when 92.3% of
these bonds were retired at 107 3/4. To finance the retirement of these bonds as
well as other pre-existing Stop & Shop debt, a NLG 500 million, 6.25%, 10-year
eurobond was issued on November 28, 1996 by Ahold USA Holdings, Inc. and
guaranteed by Royal Ahold.

On December 18, 1996, a new $1 billion, 7-year Multicurrency Revolving Credit
Facility was executed to replace Ahold's $400 million Multicurrency Revolving
Credit Facility, as well as various other pre-existing Stop & Shop bank
facilities. While borrowings under this facility are at floating rates, $500
million of this facility has been swapped to fixed rates for a 5-year period
ending December 18, 2001. Stop & Shop successfully completed the sale of various
non-strategic real estate which was no longer used in its core business
operations for approximately $100 million. The proceeds from this sale, along
with other funds available from Ahold, were used to retire Stop & Shop's $200
million 10 1/8% mortgage loan which matured on December 16, 1996.

On December 23, 1996 Ahold completed the acquisition of 50% of the common shares
of Bompreco in Brazil for brl 285 million (NLG 475 million). The transaction
was financed from
<PAGE>

Corporate Executive Board Annual Report 1996                       Page 14 of 17

internal funds.

The short-term guilder interest rate continued its downward trend during the
course of the year, resulting in a mildly positive impact on interest expense.
Through interest rate options, Ahold hedged a portion of its risk against
interest rate hikes. Interest rates on Ahold's US dollar loan portfolio are
effectively maintained at fixed rates.

Impact of currency fluctuations Exchange rate fluctuations, particularly between
the dollar and the guilder, are reflected in Ahold's consolidated statements. In
determining earnings, a quarterly average rate of exchange is used. For the full
year 1996, the average dollar rate was NLG 1.69 compared to NLG 1.61 in 1995.
This difference had a positive effect of approximately NLG 15.0 million on
consolidated net earnings.

The balance sheet reflects the exchange rate as of the balance sheet date. At
1996 year end, this was NLG 1.75 per dollar against NLG 1.60 per dollar for
1995. This exchange rate differential resulted in an amount of NLG 96 million
being added to stockholders' equity. A schedule of exchange rates used in 1996
and 1995 is given on page 48.

The currency risks arising from translation of financial statements stated in
foreign currencies are not hedged.

Conversely, certain financial instruments are used to hedge interest risks,
price risks on goods transactions and currency risks for specific transactions.

Outlook For 1997

Both sales and operating results in the Netherlands and other European countries
will be higher in 1997 than in 1996. In the United States, sales and operating
results will rise significantly, primarily due to the full year inclusion of
Stop & Shop. Activities in Brazil (Bompreco) will make a positive contribution
to the operating results and net earnings. In Asia Pacific futher start-up
losses will occur. The consolidated net earnings for 1997 will be considerably
higher than in 1996. Earnings per share will also show significant growth in
1997. Futhermore we expect stockholders' equity to rise and the solvency rate to
improve.

Sales in the Netherlands are expected to rise moderately in 1997, in line with
the trend of recent years. With modest inflation, growth in volume will be
limited.

In this environment, Albert Heijn will again emphasize new and better services
for customers. Additionally, further refinement of the goods flow process and
improving the cost structure will remain key priorities. Albert Heijn once again
expects higher operating results in 1997, with sales and market share also
rising.

Ahold Specialty Stores also anticipates higher sales, market share and operating
results in 1997. As in 1996, sales growth will come mainly from the expanding
number of franchisees.

Ahold Institutional Food Supply is predicting further growth in sales and
continued improvement in the operating result. Increase in the operating result
is also expected at the production companies. The Schuitema wholesale
organization expects results at least equal to 1996.

In Portugal and the Czech Republic, there will be further growth in sales and
operating results, though the accelerated pace of recent years may slow
somewhat, especially in Portugal. Sales in Poland will increase with the opening
of the first hypermarket in 1997, though results in this start-up period will
remain negative. Activities in Spain are also in their start-up phase and will
be loss-making in 1997.

In the United States, we foresee further moderate rises in prices for food and
other consumables and a limited growth in volume, though this will vary by
operating area. The acquisition of Stop & Shop in 1996 gave our United States
growth prospects a powerful impetus. This acquisition, along with the Edwards
and Finast reorganizations completed in 1996, and the heightened cooperation
among
<PAGE>

Corporate Executive Board Annual Report 1996                       Page 15 of 17

our chains in 1997 will result in strong sales growth and a considerable
increase in operating results. BI-LO, Tops, Giant and Stop & Shop all expect
higher sales and operating results in 1997. In the Asia Pacific region, we
foresee an important rise in sales, thanks largely to the cooperative venture
underway in Thailand since early 1997. Start-up losses for the year will surpass
those of 1996. Building a solid presence in these important future markets will
be a moderate burden on the total results for some years to come. In 1997, our
50% participation in the Brazilian store chain Bompreco will be included in the
consolidated results. Bompreco will add approximately NLG 2.3 billion in sales,
while its contribution to 1997 net earnings is expected to be positive. We are
optimistic about the growth prospects for Ahold in Latin America.

Our existing activities will invest about NLG 2.0 billion in tangible assets in
1997. Of this amount, approximately NLG 900 million will be spent in Europe, for
the most part in the Netherlands; $600 million in the United States; and NLG 200
million in other operating areas.

We continue to seek new growth opportunities through acquisition or investment
in high-quality food retailers.

Internal growth can be financed from cash flow, though external financing will
be sought for major acquisitions.

Net interest expense will increase substantially, partly due to the 1996
consolidations. Nevertheless the interest coverage ratio will further improve.
The tax burden will increase slightly in 1997. Retained earnings will further
strengthen shareholders' equity and the solvency rate. Expansion of the store
chains and new activities should create employment opportunities though
structural and organizational changes currently underway at several subsidiaries
will lead to the loss of some positions. On balance, we expect employment to
grow modestly in 1997.

Corporate Executive Board
Zaandam, March 26, 1997

Report From The Supervisory Board

We hereby present for your approval the annual report prepared by the Corporate
Executive Board and approved by us for fiscal year 1996. This annual report has
been audited per our request by Deloitte & Touche. The auditor's statement may
be found on page 61, in the chapter entitled 'Additional Information'.

In consultation with the Corporate Executive Board, we propose to declare a 1996
dividend of NLG 0.96 and $0.43 (1995: NLG 0.88 and $0.36) per common share of
NLG 1.25 par value. Of these amounts, NLG 0.26 and $0.13 have been paid as
interim dividends. The final dividend of NLG 0.70 and $0.30 (1995: NLG 0.64 and
$0.25) will be paid in cash or in shares, just as with the interim dividend,
from the tax-free additional paid-in capital. The size and composition of this
optional stock dividend will be announced on April 24, 1997 after the close of
trading on the Amsterdam Stock Exchange.

Mr. A. Heijn will resign from the Supervisory Board on May 7, 1997. Mr. Heijn's
departure signals the end of an era. For nearly 50 years, 27 of those as
president and 9 as a Supervisory Board member, Mr. Heijn has devoted himself to
Ahold affairs. His wide-ranging international knowledge and experience have
significantly contributed to the strong position Ahold currently holds in the
food retailing industry. We wish to extend to him our deepest gratitude.

The membership period for 2 other Supervisory Board members, Mr. A.J. Kranendonk
and Mr. R.J. Nelissen, is due to expire this year but both have indicated their
desire to be renamed to the Board. We have decided to once again name Mr.
Kranendonk and Mr. Nelissen until the years 2000 and 2001 respectively. Their
appointments were made after seeking advice from the Shareholders
<PAGE>

Corporate Executive Board Annual Report 1996                       Page 16 of 17

Committee and the Central Associates' Council.

Mr. J.H. Choufoer stepped down as Chairman of the Supervisory Board on May 15,
1996. He was a member of our Board for nearly 11 consecutive years, the last 9
as chairman. He has been a competent and dedicated chairman and his guidance has
been greatly appreciated. We are grateful for his extraordinary devotion to
Ahold.

Effective April 1, 1997, we have named Mr. A.M. Meurs to the Corporate Executive
Board. Mr. Meurs (46) is presently Senior Vice President Business Development.
He began his career at Ahold in 1992 as Senior Vice President Finance. On the
Executive Board, Mr. Meurs will be responsible for Finance and Taxes, Financial
Control and Administration, Internal Auditing and Business Development.

During the year under review, the Supervisory Board was kept informed of the
state of affairs within the company and met periodically with the Corporate
Executive Board. Topics discussed included corporate strategy, top structure,
remuneration of the Executive Board, quarterly results and the development of
the financial position. Extensive consideration was also given to the
acquisitions undertaken by the company, particularly that of Stop & Shop in the
United States, and the issue of new shares.

The consultation meetings of the Central Associates' Council, where the annual
figures and Ahold's social policy were presented, were attended by members of
our Board.

Supervisory Board
Zaandam, March 26, 1997

Investor Relations

Ahold had a rewarding year in terms of investor relations in 1996. The highlight
of the year was the successful share offering through which Ahold sold 39.3
million new common shares at NLG 85 per share in order to finance the
acquisition of Stop & Shop. The offering raised NLG 3.2 billion and was
completed on July 19, 1996. This followed 3 weeks of presentations by 2 teams of
Ahold executives who travelled to over 20 cities in Europe and North America to
explain to existing and potential shareholders the expected impact of acquiring
Stop & Shop. Approximately 35% of the new shares were sold to individual
investors and 65% to institutional investors.

Besides the common share offering, Ahold also placed 40 million cumulative
preferred financing shares (par value NLG 1.25) at a price of NLG 6.25 per share
in June 1996 with Dutch institutional investors raising approximately NLG 250
million. Ahold will pay a dividend on these issued shares of 7.37% per year
through 2006.

With the 2 transactions mentioned above and with a strong rise in Ahold's share
price in 1996, the total capitalization of the company more than doubled,
growing from NLG 8.5 billion at year end 1995 to NLG 18.5 billion at the end of
1996. During 1996, Ahold received notification of the following 5 Dutch
institutional investors holding more than 5% of issued and out-standing capital:
Algemeen Burgerlijk Pensioenfonds (5,42%); AMEV/VSB 1990 NV (7,95%); ING Groep
NV (7,42%); Cosperatie Achmea UA (7,21%); AEGON NV (6,11%).

While the effort to accomplish the share issues on top of ongoing investor
relations activities made for a challenging year, Ahold was proud to be awarded,
once again, the Bank Labouchere Prize for the best investor relations program in
the Netherlands. We will strive to continue presenting the company and its
strategy to investors and potential investors in a clear and open manner. In
1997, the company announced that it will be proposed to the General Meeting of
Stockholders to split the shares three-for-one, change the par value of common
shares to NLG 0.50 and increase the authorized share capital. The stock split,
if approved, will become effective July 21, 1997.

Stock Exchange Listings
<PAGE>

Corporate Executive Board Annual Report 1996                       Page 17 of 17

Amsterdam Stock and Option Exchange; Zurich Stock Exchange; Brussels Stock
Exchange; New York Stock Exchange, in form of American Depository Receipts
(ADRs), symbol: AHO.

Share Options are traded on the European Options Exchange in Amsterdam.
Source of information price of Ahold share
- - Reuter Equities 2000 Service (symbol: AHLN.AS)
- - Quarton (symbol: AHOL.EU.).

In October 1996, the Committee on Corporate Governance in the Netherlands
published its first draft report with clear recommendations for future changes
to corporate governance with respect to companies listed on the Amsterdam Stock
and Option Exchange. The Board of Ahold plans to present its position on these
recommendations at the 1998 General Meeting of Stockholders.

This annual report of Royal Ahold was presented at the General Meeting of
Stockholders on May 6, 1997 at Grand Hotel Krasnapolsky, Amsterdam, the
Netherlands.

Interim Reports for 1997 Publication Dates:

first quarter: June 12, 1997; second quarter: September 4, 1997; third quarter:
November 25, 1997.
Royal Ahold

Visitors address:
Albert Heijnweg 1, Zaandam

Mailing address:
P.O. Box 3050
1500 HB Zaandam
The Netherlands

Tel. +31 75 659 91 11
Fax +31 75 659 83 50

Trade Register Zaandam No. 35000363

Ahold Public Relations
J. Hol
Tel. +31 75 659 57 20
Fax +31 75 659 83 60
E-mail: [email protected]

Ahold Investor Relations
S.B. Brown
Tel. +31 75 659 56 48
Fax +31 75 659 83 59
E-mail: [email protected]

Financial Information Tel. +31 75 659 59 19



                               An Appraisal Report

                                       Of

                         One Main Place Shopping Center
                A 68,566 SF Neighborhood Shopping Center Building
                           5500 Telephone Road/SR-613
                     Pascagoula, Jackson County, Mississippi

                            Effective Date Of Report
                                 August 18, 1997

                                Specifically For
                               Mr. Lawrence Miller
                          Debt and Equity Markets Group
                      Merrill Lynch Mortgage Capital, Inc.
                                WFC - North Tower
                                250 Vessey Street
                          New York, New York 10281-1326

                                       By
                       Huber & Lamb Appraisal Group, Inc.
                          109 Westpark Drive, Suite 320
                         Brentwood, Tennessee 37027-5032

                                    09-97-568
<PAGE>

               [Letterhead of HUBER & LAMB APPRAISAL GROUP, INC.]

November 25, 1997


Mr. Lawrence Miller
Debt and Equity Markets Group
Merrill Lynch Mortgage Capital, Inc.
WFC - North Tower
250 Vessey Street
New York, New York 10281-1326

RE:     AN APPRAISAL ASSIGNMENT OF ONE MAIN PLACE SHOPPING CENTER
        A 68,566 SF NEIGHBORHOOD SHOPPING CENTER BUILDING
        5500 TELEPHONE ROAD/SR-613
        PASCAGOULA, JACKSON COUNTY, MISSISSIPPI

Dear Mr. Miller:

At your request and authorization, we have appraised the above-referenced
property for the purpose of estimating its current market value as of August 18,
1997, assuming an individual property sale. In addition, you have requested the
estimated value of the subject assuming it is part of a 18 property portfolio
sale. The property rights being appraised are the leased fee interest in the
subject property. It is our understanding that the report will be used to assist
in real estate mortgage finance underwriting of the subject property.

ASSUMING SINGLE ASSET PROPERTY SALE

Based on the inspection of the property and the investigations and analyses
undertaken, we have formed the opinion that, as of August 18, 1997 and subject
to the Assumptions and Limiting Conditions set forth in the attached report, the
market value of the leased fee interest in the subject property is:

                      THREE MILLION FIFTY THOUSAND DOLLARS
                                  ($3,050,000)

ASSUMING PORTFOLIO SALE

Based on the inspection of the property and the investigations and analyses
undertaken, we have formed the opinion that, as of August 18, 1997 and subject
to the Assumptions and Limiting Conditions set forth in the attached report, the
market value of the leased fee interest in the subject property, assuming the
property is sold as part of the 18 property portfolio described herein, is:

               THREE MILLION FOUR HUNDRED THIRTY THOUSAND DOLLARS
                                  ($3,430,000)
<PAGE>

Mr. Lawrence Miller
November 25, 1997
Page 2


MARKETING PERIOD: The marketing period is estimated to be 12 months, assuming
the subject is placed on the market at the final value estimate conclusion
above.

Three approaches to value were utilized in the valuation process for the subject
development. These included the cost approach, the sales comparison approach and
the income capitalization approach.

The narrative appraisal report that follows contains the identification of the
property, the assumptions and limiting conditions, pertinent facts about the
area and the subject property, comparable data, the results of the
investigations and analyses, and the reasoning leading to the conclusions
contained herein. Our analysis, opinions, and conclusions were developed, and
this report has been prepared in accordance with the Uniform Standards of
Professional Appraisal Practice published by the Appraisal Foundation and the
Code of Professional Ethics and the Standards of Professional Practice of the
Appraisal Institute.

As requested by the client, the following statements relate to the permitted use
of the subject appraisal report.

o     The report may be relied upon by Merrill Lynch Mortgage Capital Inc. in
      determining whether to make a loan evidenced by a note (the "Property
      Note") secured by the Property.

o     The report may be relied upon by any purchaser in determining whether to
      purchase the Property Note for this transaction from Merrill Lynch
      Mortgage Capital Inc.

o     The report may be relied upon by any Rating Agency in rating securities
      issued by Merrill Lynch Mortgage Capital Inc. and representing an interest
      in the Mortgage Note.

o     The report may be included with and referred to in materials offering the
      Property Note or an interest in the Property Note for sale.

The uses previously described are considered to be consistent with the client's
intended uses of the report. However, no other entity other than the previously
described entities may rely upon this appraisal report without prior written
consent from the appraiser.
<PAGE>

Mr. Lawrence Miller
November 25, 1997
Page 3



We appreciate the opportunity to be of service to you. Should you have any
questions concerning this appraisal, please do not hesitate to contact this
office. For further information, your attention is directed to the following
report.

Respectfully submitted,
HUBER & LAMB APPRAISAL GROUP, INC


/s/ James E. Lamb                                 /s/ Craig A. Johnson

James E. Lamb, MAI                                Craig A. Johnson
State Certified General Real Estate Appraiser     Associate Appraiser
Licensee #CG-557                                  State Certified General 
                                                    Real Estate Appraiser
                                                  Licensee #TG-431 (Mississippi)
<PAGE>

                                                               TABLE OF CONTENTS
================================================================================

Summary of Important Facts and Conclusions.....................................1
The Appraisal Assignment.......................................................3
    Identification of Subject Property.........................................3
    Purpose & Use of The Appraisal Report......................................3
    Property Rights Being Appraised............................................3
    Significant Dates of Appraisal Assignment..................................3
    Scope of the Appraisal.....................................................3
    Subject Property Sales History.............................................4
Definition of Terms............................................................5
Assumptions and Limiting Conditions............................................9
Jackson County Analysis.......................................................11
    City/County Map...........................................................14
Shopping Center Market Analysis...............................................15
Neighborhood Analysis.........................................................20
    Neighborhood Map..........................................................23
Site Analysis.................................................................24
    As-Built Survey...........................................................27
    Tax Plat Map..............................................................28
    Flood Plain Map...........................................................29
Description of Improvements...................................................30
    Site Plan.................................................................33
Photographs of Subject Property...............................................34
Subject Property Zoning.......................................................37
    Zoning Map................................................................39
Highest and Best Use..........................................................40
Real Estate Tax Analysis......................................................44
Appraisal Procedure...........................................................46
Land Valuation................................................................48
    Land Sales................................................................50
      Comparable Land Sales Map...............................................54
    Land Valuation Summary....................................................56
Cost Approach.................................................................62
    Subject's Marshall Valuation Cost Data....................................63
    Analysis of Depreciation..................................................65
    Cost Approach Summary.....................................................69
Sales Comparison Approach.....................................................70
    Comparable Improved Sales Data............................................72
      Comparable Improved Sales Map...........................................82
    Sales Comparison Approach Analysis........................................83
      Sales Comparison Approach Reconciliation................................87
Income Capitalization Approach................................................89
    Comparable Improved Rental Data...........................................91


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 1
<PAGE>

                                                      Table of Contents, cont'd.
================================================================================

      Comparable Improved Rental Map.........................................101
    Potential Gross Income Analysis..........................................102
    Expense Analysis.........................................................107
    Stabilized Operating Statement...........................................111
    Direct Capitalization Rate Analysis......................................112
      Subject's Potential Mortgage Terms Analysis............................114
      Debt Coverage Ratio Analysis:  A Test of Reasonableness................115
    Discounted Cash Flow Analysis............................................116
      Discounted Cash Flow Summary...........................................126
    Income Capitalization Approach Reconciliation............................129
Correlation and Final Estimate of Value......................................130
Certification of Value.......................................................133
Portfolio Sale Market Value Estimates........................................134
Certification of Value - Portfolio Sale Market Value Estimates...............141
Summary of Qualifications....................................................142
Addenda......................................................................147


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 2
<PAGE>

                                                      SUMMARY OF IMPORTANT FACTS
                                                                   & CONCLUSIONS
================================================================================

VALUATION CONCLUSION:
 SINGLE ASSET SALE
  AS IS VALUE ESTIMATE:                     $3,050,000
   Cost Approach:                           $2,950,000
   Sales Comparison Approach:               $3,100,000
   Income Capitalization Approach:          $3,050,000

  INTEREST APPRAISED:                       leased fee

  VALUE ESTIMATE'S IMPLIED UNITS OF COMPARISON:
   Value/SF:                                $44.48/SF
   GIM:                                     9.17x
   Overall Rate:                            10.12%

 AS IS PORTFOLIO SALE VALUE ESTIMATE:       $3,430,000

      SPECIAL LIMITING CONDITION: The portfolio sale value estimate specifically
assumes the subject property is part of the 18 property portfolio defined
herein.

ESTIMATED MARKETING PERIOD:                 12 months, assuming the subject is
                                            placed on the market at the final
                                            value estimate conclusion above.

SIGNIFICANT APPRAISAL DATES:
  DATE OF APPRAISAL REPORT:                 November 25, 1997
  EFFECTIVE DATE OF APPRAISAL:              August 18, 1997
  DATE OF INSPECTION:                       August 18, 1997

LOCATION:
  PHYSICAL LOCATION:                        Southeast corner of Telephone
                                            Road/SR-613 and Jefferson Avenue.
  CITY:                                     Pascagoula
  COUNTY:                                   Jackson
  STATE:                                    Mississippi

LEGAL DESCRIPTION:
  TAX MAP/PARCEL:                           40336014.000

PROPERTY DESCRIPTION:
 LAND AREA:
   Acres:                                   6.660
   Square Feet:                             290,110
   Zoning:                                  C-3 Commercial District

 IMPROVEMENTS:
   Property Type:                           Neighborhood shopping center


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 1
<PAGE>

                               SUMMARY OF IMPORTANT FACTS & CONCLUSIONS, CONT'D.
- --------------------------------------------------------------------------------

    Tenancy:                                Multi-tenant
    Size (Gross Building Area):             68,566 SF
    Size (Net Rentable Area):               68,566 SF
    Year Built:                             1988
    Physical Occupancy at Completion:       100%

HIGHEST AND BEST USE:
    AS VACANT:                              Hold for investment and/or
                                            development as an office or retail
                                            services use.

    AS IMPROVED:                            Continued use as a shopping center
                                            on a multi-tenant basis.

ESTIMATED INCOME OPERATING DATA:
    GROSS POTENTIAL INCOME:                 $416,326
    STABILIZED VACANCY:                     5% of local shop space only
    NET OPERATING INCOME:                   $308,559


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 2
<PAGE>

                                                        THE APPRAISAL ASSIGNMENT
================================================================================

Identification of Subject Property

Property Name:                      One Main Place Shopping Center
Property Type:                      Neighborhood shopping center
Address:                            5500 Telephone Road/SR-613
General Location:                   Southeast corner of Telephone Road/SR-613
                                    and Jefferson Avenue
City:                               Pascagoula
County:                             Jackson
State:                              Mississippi
Tax Map/Parcel:                     40336014.000
Metes & Bounds Description:         See Exhibit 2 Addenda

Purpose & Use Of The Appraisal Report

Purpose of Report:                  Estimate the "as is" market value of subject
                                    property. The reader is referred to the
                                    Definition of Terms section of the report
                                    for the definition of market value as
                                    utilized in this analysis.

Client's Intended Use of Report:    Assist in real estate mortgage finance
                                    underwriting of the subject property.

Property Rights Being Appraised

      The property rights being appraised are the leased fee interest in the
subject property. The reader is referred to the Definition of Terms section of
the report for the definition of leased fee as utilized in this analysis.

Significant Dates of Appraisal

      The subject property is being appraised as of the effective date presented
below. The appraised property is subject to the market influences and economic
conditions that existed on that date. The Date of the Report represents the
approximate date the appraisal report was performed and/or completed.

Date of Appraisal Report:           November 27, 1997
Effective Date Of Appraisal:        August 18, 1997
Date of Inspection:                 August 18, 1997

Scope Of The Appraisal

      In preparing this appraisal report, the appraisers have completed several
steps to assemble the data and form the opinions presented in this written
report.

      1.    Considered the complexity of the property and the appraisal
            assignment in the context of the purpose and intended use of the
            appraisal report.


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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 3
<PAGE>

                                               The Appraisal Assignment, cont'd.
================================================================================

      2.    Analyzed the Pascagoula economy and the subject neighborhood to
            determine the market conditions that effect the subject's market
            value.

      3.    Inspected the subject property and surrounding neighborhood.

      4.    Gathered physical and/or factual data on the subject recorded data,
            physical characteristics of the site and improvements, and legal
            restrictions imposed by the municipal government.

      5.    Analyzed the data gathered and determined their affects on market
            value in conjunction with the highest and best use of the real
            estate as if vacant and as improved.

      6.    Considered the appropriateness of the three traditional appraisal
            approaches to value including the cost approach, sales comparison
            approach and the income capitalization approach.

      7.    The application and process of each valuation approach are detailed
            in their respective report sections; however, the appraisers have
            thoroughly researched market data in each approach and have
            presented the most pertinent data and the reasoning and opinions
            leading to the conclusion of market value via each approach to
            value.

      8.    Reconciled the analysis and value indications by the three
            approaches to value into a final market value conclusion.

Subject Property Sales History

      The following summarizes the most recent sales transaction and prior sales
history of the subject property:

Current Owner of Record:            One Main Place Partners, Ltd.

Most Recent Transaction  Data:
     Transaction Date:              10/17/95
     Grantor:                       Gulf Village Shopping Center, Inc.

     Consideration:                 $2,150,000

     Deed Book/Page:                1073 / 326
     Comparison to
        Concluded Value:            The above value consideration does not
                                    compare well with the value presented within
                                    this appraisal report, due to changing
                                    market conditions for neighborhood shopping
                                    centers in the last 12 months.

Current Contracts:                  None reported

Current Listing:                    Not listed for sale


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 4
<PAGE>

                                                             DEFINITION OF TERMS
================================================================================

1.    Market Value - The most probable price which a property should bring in a
      competitive and open market under all conditions requisite to a fair sale,
      the buyer and seller, each acting prudently and knowledgeably and assuming
      the price is not affected by undue stimulus. Implicit in this definition
      is the consummation of a sale as of a specified date and the passing of
      title from seller to buyer under conditions whereby:

      1.    Buyer and seller are typically motivated;

      2.    Both parties are well informed or well advised, and acting in what
            they consider their own best interests;

      3.    A reasonable time is allowed for exposure in the open market;

      4.    Payment is made in terms of cash in U.S. dollars or in terms of
            financial arrangements comparable thereto; and

      5.    The price represents the normal consideration for the property sold
            unaffected by special or creative financing or sales concessions
            granted by anyone associated with the sale.

            Sources:    1.    Comptroller of the Currency; 12 CFR Part 34
                              Section 34.42(f) of Federal Regulations.

                        2.    FDIC Final Rule on Title XI of the Financial
                              Institutions Reform, Recovery, and Enforcement Act
                              of 1989 (FIRREA), effective September 19, 1990, as
                              defined in 12 CFR Part 323.4.a.10.

2.    Highest and Best Use - That reasonable and probable use that will support
      the highest present value, as defined, as of the effective date of the
      appraisal. Alternatively, that use, from among reasonably probable and
      legal alternative uses, found to be physically possible, appropriately
      supported, financially feasible, and which results in the highest land
      value.

3.    Market Rent - The rental income that a property would most probably
      command on the open market; indicated by current rents paid and asked for
      comparable space as of the date of appraisal.

4.    Market Price - The amount actually paid, or to be paid for a property in a
      particular transaction. This differs from market value in that it is an
      accomplished or historic fact, whereas market value is and remains an
      estimate until proven. Market price involves no assumption of prudent
      conduct by the parties, of absence of undue stimulus or of any other
      condition basic to the market value concept.

5.    Appreciation - Increase in value due to increase in cost to reproduce,
      value over the cost, or value at some specified earlier point in time,
      brought about by greater demand, improved economic conditions, increasing
      price levels, reversal


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 5
<PAGE>

                                                   Definitions of Terms, cont'd.
================================================================================

      of depreciating environmental trends, improved transportation facilities,
      direction of community or area growth, or other factors.

6.    Depreciation - A loss of utility and hence value from any cause. An effect
      caused by deterioration and/or obsolescence.

7.    Investment Value - The value of an investment to a particular investor,
      based on his or her investment requirements; as distinguished from market
      value, which is impersonal and detached.

8.    Functional Obsolescence - Impairment of functional capacity or efficiency.
      Functional obsolescence reflects the loss in value brought about by such
      factors as overcapacity, inadequacy, and changes in the art, that affect
      the property item itself or its relation with other items comprising a
      larger property. The inability of a structure to perform adequately the
      function for which it is currently employed.

9.    External Obsolescence - Impairment of desirability or useful life arising
      from factors external to the property, such as economic forces or
      environmental changes which affect supply-demand relationships in the
      market. Loss in the use and value of a property arising from the factors
      of external obsolescence is to be distinguished from loss in value from
      physical deterioration and functional obsolescence, both of which are
      inherent in the property. Also referred to as locational or economic
      obsolescence.

10.   Fee Simple Estate - Absolute ownership unencumbered by any other interest
      or estate; subject only to the limitations of eminent domain, escheat,
      police power, and taxation.

11.   Leased Fee Estate - An ownership interest held by a landlord with the
      right of use and occupancy conveyed by lease to others; usually consists
      of the right to receive rent and the right to repossession at the
      termination of the lease.

12.   Leasehold Estate - The right to use and occupy real estate for a stated
      term and under certain conditions; conveyed by a lease.

13.   Present Value - The current monetary value. It is the today's cash lump
      sum which represents the current value of the right to collect future
      payments. It is the discounted value of aggregate future payments.

14.   Gross Sales Proceeds - The total amount of invoiced sales, before
      deducting returns, allowances, etc. over the forecasted sellout period.

15.   Forecasting - Predicting a future happening or condition based on past
      trends and the perceptions of market participants, tempered with
      analytical judgment concerning the continuation of these trends and the
      realization of these perceptions in the future.


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 6
<PAGE>

                                                   Definitions of Terms, cont'd.
================================================================================

16.   Overall Capitalization Rate - An income rate for a total property that
      reflects the relationship between a single year's net operating income
      expectancy or an annual average of several years' income expectancies and
      total price or value; used to convert net operating income into an
      indication of overall property value.

17.   Discount Rate - A rate of return on capital used to convert future
      payments or receipts into present value.

18.   Internal Rate of Return - The annualized rate of return on capital that is
      generated or capable of being generated within an investment or portfolio
      over the period of ownership; similar to the equity yield rate; often used
      to measure profitability after income taxes, i.e., the after-tax equity
      yield rate; the rate of discount that makes the net present value of an
      investment equal to zero; discounts all returns from an investment,
      including returns from its termination, to equal the original investment.

19.   Retail Value - The term "retail" refers to the aggregate sum of all the
      individual unit values as of the date of the appraisal. Generally applied
      to residential lot sales or condominium developments.

Source of Definitions: The American Institute of Real Estate Appraisers, The
Dictionary of Real Estate Appraisal; American Institute of Real Estate
Appraisers and Society of Real Estate Appraisers, Real Estate Terminology, Ed.
Byrl N Boyce (Cambridge, MA: Ballinger Publishing Company, 1981); or standard
industry definitions.

Supplemental Definitions

1.    Market Value "As Is" on Appraisal Date: An estimate of the market value of
      a property in the condition observed upon inspection and as it physically
      and legally exists without hypothetical conditions, assumptions, or
      qualifications as of the date the appraisal is prepared.

2.    Prospective Value Upon Completion of Construction: The Value presented
      assumes all proposed construction, conversion, rehabilitation is
      hypothetically completed, or under other specified hypothetical
      conditions, as of the future date when such construction completion is
      projected to occur. If anticipated market conditions indicate that
      stabilized occupancy is not likely as of the date of completion, this
      estimate shall reflect the market value of the property in its then
      "as-is" leased state (future cash flows must reflect additional lease-up
      costs, including tenant improvements and leasing commissions, for all
      areas not pre- leased). For properties where individual units are to be
      sold over a period of time, this value should represent that point in time
      when all construction and development costs have been expended for that
      phase, or those phases, under valuation.

3.    Prospective Value Upon Achieving Stabilized Occupancy: The value presented
      assumes the property has attained the optimum level of long-term
      occupancy, which an income-producing real estate project is expected to
      achieve under


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 7
<PAGE>

                                                   Definitions of Terms, cont'd.
================================================================================

      competent management after exposure for leasing in the open market for a
      reasonable period of time at terms and conditions comparable to
      competitive offerings. The date of stabilization must be estimated and
      stated within the report.

4.    Proposed Tract Development: Means a project of five units or more that is
      constructed, or is to be constructed, as a single development. A tract
      development may be units in a subdivision, condominium project, timeshare
      project, or any similar project meant to be sold as individual units over
      a period of time.

5.    Fair Value - The cash price that might reasonably be anticipated in a
      current sale under all conditions requisite to a fair sale. A "fair sale"
      means that buyer and seller are each acting prudently, knowledgeably, and
      under no necessity to buy or sell. "Current sale" means that the property
      is exposed to the open market for a reasonable time considering the
      proeprty type and local market conditions. When a current sale is
      unlikely, i.e., when it is unlikely that the sale can be completed within
      12 months, the appraiser should discount to present value any and all cash
      flows which might be generated by the property to obtain the estimate of
      fair value. These cash flows include, but are not limited to, those
      arising from ownership, development, operation, and sale of the property.
      The discount applied should reflect the appraiser's judgement of what a
      prudent, knowledgeable purchaser under no necessity to buy would be
      willing to pay to purchase the property in a current sale. Whenever the
      appraiser believes that more than one year is necessary for a fair sale of
      the property, the appraiser shall state and justify the estimated holding
      period, cash flows and the discount rate applied.


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 8
<PAGE>

                                             ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

      Standard Rule 2-2g of the Code of Professional Ethics and Standards of
Professional Conduct of the Appraisal Institute requires the appraiser to
clearly and accurately set forth all facts, assumptions and conditions that
affect the analysis, opinions and conclusions upon which the appraisal is based.
In compliance therewith, and to assist the reader in interpreting this report,
such assumptions and limiting conditions are set forth as follows:

1.    Title is assumed to be marketable and free and clear of all liens and
      encumbrances, easements, and restrictions except those specifically
      discussed in the report. The property is appraised assuming it to be under
      responsible ownership and competent management and available for its
      highest and best use.

2.    No opinion is intended to be expressed for legal matters or that would
      require specialized investigation or knowledge beyond that ordinarily
      employed by real estate appraisers, notwithstanding the fact that such
      matters may be discussed in the report.

3.    The date of value to which the opinions expressed in this report apply is
      set forth in the letter of transmittal. The appraiser assumes no
      responsibility for economic or physical factors occurring at some later
      date which may affect the opinion herein stated.

4.    The valuation is reported in dollars of currency prevailing on the date of
      appraisal.

5.    Maps, plats, and exhibits included herein are for illustration only as an
      aid in visualizing matters discussed within the report. They should not be
      considered as surveys or relied upon for any other purpose.

6.    All information and comments pertaining to this and other properties
      included in the report represent the personal opinion of the appraiser,
      formed after examination and study of the subject and other properties.
      While it is believed the information, estimates and analyses are correct,
      the appraiser does not guarantee them and assumes no liability for errors
      in fact, analysis or judgement.

7.    Neither all nor any part of the contents of this report (especially any
      conclusions as to value, the identity of the appraiser or the firm with
      which he is connected, or any re- ference to the Appraisal Institute or
      the MAI or RM designation) shall be disseminated to the public through
      advertising media, public relations media, news media, sales media or any
      other public means of communication without prior written consent and
      approval of the undersigned.

8.    The appraiser is not required to give testimony or to appear in court by
      reason of this appraisal, unless prior arrangements have been made.

9.    The distribution of the total valuation in this report between land and
      improvements applies only under the existing program of utilization. The
      separate valuations for land and buildings must not be used in conjunction
      with any other appraisal and are invalid if so used.

10.   Certain information concerning market and operating data was obtained from
      others. This information is verified and checked, where possible, and is
      used in this appraisal only if it is believed to be accurate and correct.
      However, such information is not guaranteed.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 9
<PAGE>

                                    Assumptions and Limiting Conditions, cont'd.
================================================================================

11.   Real Estate Values are influenced by a large number of external factors.
      The data contained herein is all of the data we consider necessary to
      support the value estimate. We have not knowingly withheld any pertinent
      facts, but we do not guarantee that we have knowledge of all factors which
      might influence the value of the subject. Due to rapid changes in the
      external factors, the value estimate is considered reliable only as of the
      date of the appraisal.

12.   Opinions of value contained herein are estimates. There is no guarantee,
      written or implied, that the subject property will sell for such amounts.

13.   It is assumed that there are no hidden or unapparent conditions of the
      property, subsoil, or structures which would render it more or less
      valuable. No responsibility is assumed for such conditions or for
      engineering which may be required to discover such factors.

14.   If the subject of the appraisal is an improved property, the appraiser has
      personally inspected the property and finds no obvious evidence of
      structural deficiencies except as stated in this report; however, no
      responsibility for hidden defects or conformity to specific governmental
      requirements, such as fire, building and safety, earthquake, or occupancy
      codes can be assumed without provision of specific professional or
      governmental inspections.

15.   Unless otherwise stated in this report, the existence of hazardous
      material, which may or may not be present on the property, was not
      observed by the appraiser. The appraiser has no knowledge of the existence
      of such materials on or in the property. The appraiser, however, is not
      qualified to detect such substances. The presence of substances such as
      asbestos, urea-formaldehyde foam insulation, or other potentially
      hazardous materials may affect the value of the property. The value
      estimate is predicated on the assumption that there is no such material on
      or in the property that would cause a loss in value. No responsibility is
      assumed for any such conditions, or for any expertise or engineering
      knowledge required to discover them. The client is urged to retain an
      expert in this field, if desired.

16.   We have not made a specific compliance survey and analysis of this
      property to determine whether or not it is in conformity with the various
      detailed requirements of the Americans with Disabilities Act (aka, ADA).
      It is possible that a compliance survey of the property together with a
      detailed analysis of the requirements of the ADA could reveal that the
      property is not in compliance with one or more of the requirements of the
      Act. If so, this fact could have a negative effect upon the value of the
      property. Since we have no direct evidence relating to this issue, we did
      not consider possible non-compliance with the requirements of ADA in
      estimating the value of the property.

17.   The value estimate assuming a portfolio sale specifically assumes the
      property is sold as part of the 17 property portfolio described within the
      attached report. As is the case with any value estimate, the portfolio
      sale value estimate is based on a sale within a typical marketing period
      of 12 months or less. Any fluctuations in market conditions can possibly
      have more significant effects on portfolio value than individual property
      sales.


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 10
<PAGE>

                                                         JACKSON COUNTY ANALYSIS
================================================================================

Physical Characteristics

      Jackson County is situated in the southeast section of Mississippi, on the
Gulf of Mexico. The County contains a total of 744 square miles of area, of
which 56 square miles are incorporated areas of: Pascagoula, Moss Point, Ocean
Springs and Gautier. Therefore, only eight (8) percent of the total area is
incorporated. It is important to note, however, that there are several
communities in Jackson County that are not incorporated, but account for a
considerable amount of population. Gautier became an incorporated city in the
mid-1980's, and the City of Moss Point annexed portions of Escatawpa in the
early 1990's.

      The four incorporated areas mentioned above (Pascagoula, Moss Point, Ocean
Springs and Gautier) are all located in the southern portion of the County,
along the Gulf of Mexico and Pascagoula Rivers. Pascagoula is situated along the
Gulf of Mexico and Pascagoula Rivers. Pascagoula is situated along the Gulf of
Mexico and the east bank of the East Pascagoula River. Moss Point is located
north of Pascagoula, on the Escatawpa River. Gautier is located on the Gulf of
Mexico and the west bank of the West Pascagoula River and Ocean Springs is
located on the Gulf of Mexico and the Biloxi Bay, in the western section of the
County.

Community Influences

      Pascagoula and Moss Point are industrial employment centers for the area,
while Gautier and Ocean Springs are bedroom communities. Gautier has developed
over the last 20 years due to the industrial expansion in Pascagoula and the
scarcity of residential land in Pascagoula. It is now the location of a regional
mall and three community shopping centers, and thus, it became the shopping
center for the area. However, Wal-Mart and K-Mart have built new shopping
centers in Pascagoula and Ocean Springs, and several of the neighborhood
shopping center spaces around the Singing River Mall are now vacant. In fact,
one of the shopping centers, located directly across from the mall, sold at
auction several years ago.

      Ocean Springs has consistently been a favorite bedroom community in the
area. It was a resort community until the early part of this century and it is
now the fastest growing residential area of the County. It not only serves as a
bedroom community for Pascagoula/Moss Point, but Biloxi/Gulfport as well. It is
also a popular retirement community. It is interesting to note that from 1986 to
1991, Ocean Springs increased in total water meters by 10.8%, while Pascagoula
increased by less than 2%, and Moss Point did not grow at all. Since 1991,
however, Ocean Springs has embarked on an unprecedented growth cycle that is
partially due to the Navy Homeport, but mainly to legalized gaming in
Biloxi-Gulfport.

Population

      The County's total population, in the 1995 estimate, was approximately
126,800 people. Of that estimate, Pascagoula contained 27,400, Moss Point -
18,100, Ocean Springs - 16,200 (does not include recently annexed area to the
east) and Gautier - 11,000. The Pascagoula median household income is
approximately $24,410. The


================================================================================

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 11
<PAGE>

                                                       Jackson Analysis, cont'd.
================================================================================

Pascagoula per capita income is approximately $11,560. The average age in
Pascagoula is 34 years.

      The unincorporated areas of Jackson County contain an estimated total of
54,100 people, according to the Census. This large number, outside the city
limits, is primarily due to the fact that the municipalities are limited in
growth potential by natural boundaries such as swamps, the Gulf, rivers, and
undesirable lowlands.

      Pascagoula's existing tax base is not growing at a fast enough rate to
keep up with escalating operating costs. In addition, a large regional shopping
center, the Singing River Mall, was built in Gautier. This mall spawned growth
of surrounding neighborhood shopping centers, and it made Gautier the shopping
center of Jackson County. Consequently, much of the sales tax revenue has been
lost from the other communities. This could be a potential problem for those
communities since it could cause taxes to increase. However, within the last few
years, Wal-Mart and K-Mart have built new shopping centers in Pascagoula and
Ocean Springs, and a significant amount of the shopping center space around the
Mall in Gautier is vacant or rented for low rates. The taxes in Pascagoula have
increased by an average of only about 2.4% per year, over the last five years.
However, there is not enough land available for sustained growth like that found
in Ocean Springs.

Economics

      Jackson County ranks in the top ten of the 82 counties in Mississippi for
per capita personal income, which was estimated to be $12,800 in 1995. It is the
home of Mississippi's largest seaport, and it is the most industrialized county
in the state.

      Litton Industries' Ingalls Shipbuilding Division is one of the largest
shipyards in the United States, and it has been a very successful defense
contractor with the Navy for the past thirty (30) years. However, the shipyard
employed over 24,000 people in 1977, and the employment was reduced to about
11,000 in the early 1980's. This had a very negative impact on the local economy
for several years, but the current employment has been stable for the last few
years. However, the shipyard was not successful in a bid for a major Navy
contract, and the workforce was reduced in late 1996 to about 9,000 employees.
Recently, they have begun to rehire, due to new work in the offshore oil
exploration and production industry. However, these "ups and downs" in the
shipyards work force are typical characteristics of Ingall's since the
employment requirements fluctuate during the building stages.

      The reader must be advised that the shipyard is dependent upon the U.S.
Navy for the majority of their work. They apparently cannot compete with foreign
shipyards for commercial shipbuilding, since costs are considerably less in some
other shipbuilding countries. This point is made to illustrate how important the
U.S. Navy budget is to the local economy. Therefore, the Navy budget is always
of great concern to local business and political leaders. It is clear that the
"600 ship Navy" goal of the 1980's is not the goal of the 1990's, and several
shipbuilding programs, including those at Ingalls, are under scrutiny.

      The bright spot in the local economy has been the resurgence of activity
in the offshore oil industry. The oil industry suffered a drastic downturn in
the early


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 12
<PAGE>

                                                       Jackson Analysis, cont'd.
================================================================================

1980's, and offshore rigs and supply boats were no longer in demand.
Consequently, much of that hardware was sold at reduced prices and converted to
other uses. There has been very little construction of that type of equipment
(rigs and supply boats) since then, and new production in the Gulf is requiring
new construction now. Consequently, Halter Marine and HAM Industries, two local
companies, have hundreds of new jobs to fill.

      In addition to the shipyards, one of the largest oil refineries in the
United States is located in Pascagoula, in the Stennis Industrial Park. This is
the Chevron Refinery that has always been, and is expected to remain, "stable."

      When Ingalls Shipyard expanded in the early 1970's, the entire area
enjoyed a "boom town" growth. Building permits in Jackson County were almost
1,100 in 1972, and 1,500 in 1973. As a comparison, building permits in the last
three years have averaged between 550 and 650 per year.

      It is also important to note that Pascagoula has a Homeport for Naval
vessels that officially opened in July of 1992. The County also has a "high
tech" industrial park at the intersection of Interstate 10 and Highway 57, near
the geographic center of the County. This development is known as Sunplex, and
it is designed to attract lighter, high technology industries to diversify the
industrial base. It has had limited success in attracting new "outside"
industry.

      In summary, Jackson County has much potential as an industrial area, but
is still dependent on the Navy. It will take years to diversify to a point that
it will not "live and die" with the shipyard. However, the new construction
demand from the offshore oil industry will stabilize the area for several years.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 13
<PAGE>

                                 ===============
                                 CITY/COUNTY MAP
                                 ===============

                                [GRAPHIC OMITTED]


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 14
<PAGE>

                                                 SHOPPING CENTER MARKET ANALYSIS
================================================================================

Introduction

      Trends in the shopping center market are examined in this section of the
appraisal report in an effort to assess current, as well as future, influences
on property value. The data most commonly utilized in the analysis of shopping
center feasibility includes the supply of shopping center space and ongoing, or
planned new construction. Additionally, absorption rates, occupancy levels and
the direction of rental rates and expenses are viewed as critical in determining
the marketability and ultimate feasibility of a project.

Information Source

Huber & Lamb:                       A survey of comparable properties in the
                                    subject's submarket was also conducted by
                                    Huber & Lamb Appraisal Group, Inc. This data
                                    is useful in delineating and identifying
                                    trends in the immediate market area of the
                                    subject as indicated by the subject and most
                                    competitive properties.

Published Surveys:                  A published shopping center survey is not
                                    available for the subject retail market.

Jackson County Submarket Analysis

        Type of Shopping Center:    The shopping center market can be delineated
                                    into three general categories based on
                                    physical size and tenancy. The following
                                    summarizes these classifications.

          Neighborhood:             Usually under 100,000 SF, 1 or 2 anchors,
                                    usually anchored by grocery. Typically draws
                                    shoppers from within a three mile radius.

          Community:                100,000 - 300,000 SF built around discount
                                    department store, variety store or junior
                                    department store and usually including
                                    supermarket. Draws shoppers from at least a
                                    seven mile radius.

          Regional:                 Usually over 300,000 SF with at least one
                                    major department store. Typically enclosed
                                    mall type shopping centers drawing shoppers
                                    from a greater than 10-mile radius.

     Submarket by Location:         In addition to physical attributes, the
                                    market is also segregated into submarkets
                                    based on geographical location and
                                    neighborhood characteristics.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 15
<PAGE>

                                        Shopping Center Market Analysis, cont'd.
================================================================================

          Pascagoula:               Within Pascagoula, significant retail
                                    development is generally located within one
                                    overall submarket. Shopping center
                                    development tends to be along primary
                                    traffic arteries and more particularly along
                                    US-90. However, within Jackson County, the
                                    submarkets can be generally segregated based
                                    upon city. Pascagoula the eastern most
                                    submarket and is the largest market based on
                                    population base.

          Gautier:                  Gautier, which is located in the center of
                                    the populated areas of Jackson County, had
                                    become a sub-regional retail location for
                                    the county with the development of the
                                    Singing River Mall and three surrounding
                                    shopping centers.

          Ocean Springs:            Ocean Springs the western most submarket
                                    within the county and represents a growing
                                    bedroom community. The submarket has seen a
                                    resurgence with the development of a
                                    Wal-Mart center in 1996.

Historical Perspective:             The shopping center development in Jackson
                                    County has been very limited over the past
                                    two decades. Several of the existing
                                    shopping centers were originally developed
                                    in the 1960's and early 1970's. The late
                                    1980's development of the Singing River Mall
                                    in Gautier generated significant shopping
                                    center development surrounding the mall in
                                    the late 1980's and early 1990's; however,
                                    the population base in that immediate locale
                                    is somewhat limited. The new shopping
                                    centers in the Singing River Mall area have
                                    significant vacancies with low rents.

                                    The most recent development activity has
                                    primarily been in the form of extensive
                                    renovations of existing older shopping
                                    centers and re-tenanting of the space. The
                                    Chicot Crossing Shopping Center and
                                    Delchamps Plaza are examples of this
                                    renovation trend, both of which are located
                                    in Pascagoula. Both of these renovation
                                    projects occurred in 1996. The availability
                                    of land in Pascagoula is highly limited
                                    because of water features such as rivers,
                                    swamp areas and the ocean. Thus, renovation
                                    of older centers in good locations have
                                    become viable alternatives to new
                                    development. In the case of the Delchamps
                                    Plaza Shopping Center, the renovation was
                                    completed in conjunction with the
                                    development of the adjacent Wal-Mart.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 16
<PAGE>

                                        Shopping Center Market Analysis, cont'd.
================================================================================

Subject Most Competitive Market Occupancy Analysis

Description:                        Huber & Lamb has completed a survey of the
                                    most competitive properties with the subject
                                    located within the submarket. These
                                    properties are considered most direct
                                    competition of the subject and are utilized
                                    as the comparable rents in the income
                                    capitalization approach. This analysis
                                    provides insight on the micro market level
                                    of the subject as compared to the previous
                                    general market analysis.

                         Most Competitive Market
                            Occupancy Summary

   ==========================================================================
                                              Square
   Comparable Apartment             Rent No.   Feet    Year Built  Occupancy
   --------------------------------------------------------------------------
   One Main Place Shopping Center   Subject   68,566     1988        100%
   --------------------------------------------------------------------------
   Delchamps Plaza Shopping Center     1     154,771     1996 Ren.   100%
   --------------------------------------------------------------------------
   Chicot Crossing Shopping Center     2     122,360     1996 Ren.    91%
   --------------------------------------------------------------------------
   Southgate Plaza Shopping Center     3     108,064     1979         96%
   --------------------------------------------------------------------------
   Deep South Shopping Center          4      60,000     1961         90%
   --------------------------------------------------------------------------
   Sea Shores Plaza Shopping Center    5     207,572     1983         95%
   ==========================================================================
   Totals/ Weighted Avgs.             ---    721,333     ----         96%
   ==========================================================================

Total SF Occupied:                  689,619 SF
Total SF Vacant:                    31,714 SF

Analysis:                           The most competitive shopping center
                                    properties, including the subject have an
                                    occupancy rate at 90% or higher. The lowest
                                    occupancy is set by a property developed in
                                    1961. Chicot Crossing has appromately 8,600
                                    SF of space converted to warehouse. The
                                    space was originally a tenant space with
                                    deep bay depths. When the property was
                                    renovated in 1996, the front 60' of depth
                                    was utilized for two tenants leaving the
                                    remaining converted warehouse space.
                                    Excluding the warehouse space, the retail
                                    space in Chicot Crossing is 97% occupied.
                                    The subject's occupancy is at the top of the
                                    overall occupancy. The most competitive
                                    market's occupancy is obviously reflective
                                    of the good health of the submarket. The
                                    subject property was built in 1988.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 17
<PAGE>

                                        Shopping Center Market Analysis, cont'd.
================================================================================

Investment Desirability:            The retail real estate investor market is
                                    becoming cautious. Retail sales nationally
                                    were weaker than expected in 1995,
                                    particularly for the Christmas season and
                                    only reflected moderate increases for 1996
                                    for same store sales. In addition, the
                                    market is changing significantly with the
                                    on-slaught of superstores and the
                                    significant growth in catalogue retail
                                    sales. Thus, tenant type and center design
                                    is constantly changing as well as consumers'
                                    buying habits.

                                    It is inevitable that a certain percentage
                                    of these superstores will fall out due to
                                    increased competition. Thus, while power
                                    centers were the investors choice only one
                                    to two years ago, they have fallen out of
                                    favor over the past several months.
                                    Investors are considering neighborhood and
                                    community centers to be a better investment.
                                    People will always have to buy groceries,
                                    get their hair cut, buy pizza and purchase
                                    consumable items and services from local
                                    neighborhood and community stores. This is
                                    considered a positive for the subject.

Potential New Construction:         The likelihood of new major
                                    retail/commercial development in the
                                    Pascagoula/Moss Point area is slight, since
                                    the local population has remained relatively
                                    the same over the past few years. The last
                                    major development was of the Chicot Crossing
                                    Shopping Center and Delchamps Plaza Shopping
                                    Center four blocks north. These two centers
                                    were redevelopments of existing properties.
                                    Vacant commercial land is in short supply
                                    along US-90 in Pascagoula.

Conclusions

      The overall Pascagoula/Jackson County shopping center market has been
negatively affected in the period of 1982 through 1994 from the significant
decline in the local economy, due to the reduction offshore oil exploration and
more recently to cuts in the national defense budget. However, the data
indicates the market has had significant improvements in occupancy for the
neighborhood and community center market with increasing occupancies and rents,
and is further being bolstered by similar improvements in the economy and
employment sector.

      In the final analysis, the economy is maintaining strength with increased
employment and retail sales. Neighborhood shopping centers are gaining strength,
particularly well anchored centers in good locations. Speculative new
development is currently limited; however, the new development around the
Singing River Mall is anticipated to absorb well given the preleasing activity
from superstores. This should


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 18
<PAGE>

                                        Shopping Center Market Analysis, cont'd.
================================================================================

result in continued high occupancies and moderate rent appreciation over the
foreseeable future, or at least two years.

Subject Property Conclusions

      The subject property can be classified as an anchored neighborhood center.
The subject's retail submarket is relatively strong with high occupancies in the
newer or renovated centers and moderate occupancies in the older centers. The
tenant mix for the subject is appropriate for the local market it serves. In
addition, the potential for new development and competition is highly limited
because of limited land availability and no known new construction is
anticipated in the short term. Thus, the subject property is considered an
average quality investment property with the most probable buyer being a
regional buyer.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 19
<PAGE>

                                                           NEIGHBORHOOD ANALYSIS
================================================================================

Neighborhood Defined

      A neighborhood, as defined by the 9th edition of The Appraisal of Real
Estate is "a grouping of complementary land uses" effected by similar operation
of the four forces that affect property value. These forces include social,
economic, governmental and environmental factors. A neighborhood is further
defined by the revised edition of Real Estate Appraisal Terminology as being a
portion of a larger community, or an entire community, in which there is a
homogeneous grouping of inhabitants, buildings or business enterprises.
Neighborhood boundaries may consist of well-defined natural or manmade barriers
or they may be more or less defined by a distinct change in land use or in the
character of the inhabitants. The overriding purpose of describing and analyzing
a particular neighborhood is to observe and/or quantify data indicating
discernible patterns or urban growth, structure and change that may enhance or
detract from property values.

Neighborhood Boundaries

North:    Escatawpa River
East:     SR-63/SR-601/L&N Railroad ROW
South:    Gulf of Mexico
West:     East Pascagoula River

      Comments: The boundaries for the subject neighborhood were chosen because
they contain homogeneous and dependent land uses delineated by distinct man-made
boundaries. The neighborhood boundaries cover an area of approximately 20 miles.
These boundaries constitute most of Pascagoula and Moss Point.

General Neighborhood Data

Distance from CBD:                  3 miles south
Distance from Airport:              30 miles northeast (Mobile, AL)
Percent Built-Up:                   90%
General Land Uses:
   Single Family:                   45%
   Apartment:                       20%
   Retail, Office:                  25%
   Industrial, heavy commercial:    10%
Types of  Commercial Tenancies:
   Predominant:                     Multi-tenant
   Secondary:                       Limited free standing owner occupant
Predominant Property Age Range:     1960's - 1990's
Neighborhood Life Cycle Stage:      Stable to revitalization
Public Transportation:              None

      Comments: The immediate area around the subject property would be
described as a secondary retail/commercial corridor of Pascagoula and Moss
Point. It should be noted that Pascagoula doesn't have a well defined CBD that
is normally found in most American cities. Since the neighborhood is generally
Pascagoula and Moss Point, it contains a very wide range of development types
and ages.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 20
<PAGE>

                                                  Neighborhood Analysis, cont'd.
================================================================================

Major Traffic Arteries/Access

===============================================================================
Street Name           Type                   Direction     No. of Lanes
- -------------------------------------------------------------------------------
Denny Avenue/US-90    Primary neighborhood   east-west     4 lane + turn lane &
                      artery                               service road
- -------------------------------------------------------------------------------
Telephone Road/Main   Neighborhood artery    north-south   4 lane
Street/SR-613                                              
- -------------------------------------------------------------------------------
SR-63                 Primary neighborhood   north-south   4 lane limited access
                      artery                                highway
- -------------------------------------------------------------------------------
Market Street         Neighborhood artery    east-west     4 lane
===============================================================================

      Accessibility: The major traffic arteries provide average ingress and
egress for the neighborhood. Denny Avenue/US-90 is the primary retial/commercial
corridor for Pascagoula and Moss Point. US-90 use to the primary coastal highway
along the Gulf of Mexico from Louisiana to Florida, prior to the construction of
IH-10. The traffic arteries in the previous chart provide adequate accessibility
throughout the neighborhood. IH-10 has two interchanges that provide
accessibility to Pascagoula and Moss Point.

Neighborhood Utilities & Infrastructure

===============================================================================
Item                Adequacy            Provider              Cost
- -------------------------------------------------------------------------------
Sewer               Adequate            Public                Typical
- -------------------------------------------------------------------------------
Water               Adequate            Public                Typical
- -------------------------------------------------------------------------------
Gas                 Adequate            Public                Typical
- -------------------------------------------------------------------------------
Power               Adequate            Singing River Power   Typical
- -------------------------------------------------------------------------------
Telephone           Adequate            Bell South            Typical
- -------------------------------------------------------------------------------
Interior Roads      Adequate            Public                N/A
===============================================================================

      Comments: The neighborhood utilities and infrastructure are considered
typical for the area and no negative influences are noted.

Trends

      General Neighborhood History: The subject neighborhood is a highly
developed coastal community with an extensive history because of its urban
location. Commercial development along Telephone Road/SR-613 as it currently
exists began in the late 1970's into the 1980's with retail strip centers and
free standing commercial buildings. Given the recent economic change in the
area, with the introduction of gaming and the slight resurgence in offshore oil
exploration, redevelopment began again in the mid-1990's with the renovation of
quality retail centers that often included two major anchors.


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 21
<PAGE>

                                                  Neighborhood Analysis, cont'd.
================================================================================

      New Development: In general, the subject neighborhood is a retail and
commercial district with occasional redevelopment. The likelihood of new major
retail/commercial development in the Pascagoula/Moss Point area is slight, since
the local population has remained relatively the same over the past few years.
The last major development was of Chicot Crossing and Delchamps Plaza Shopping
Center four blocks north. These two centers were redevelopments of existing
properties. Vacant commercial land is in short supply along primary traffic
arteries in Pascagoula.

Conclusions

      In spite of the slight decline in the economic base within the subject's
area over the past ten years, the residential areas have remained relatively
static over the years. Prospects for improving rents for the subject property
appear good to average as the subject property offers a niche product with lower
rents than those generally found in the subject's neighborhood for retail uses
with good anchors.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 22
<PAGE>

                                ================
                                NEIGHBORHOOD MAP
                                ================

                                [GRAPHIC OMITTED]


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 23
<PAGE>

                                                                   SITE ANALYSIS
================================================================================

Location:                           5500 Telephone Road/SR-613; Southeast corner
                                    of Telephone Road/SR-613 and Jefferson
                                    Avenue.

Size:
      Acres:                        6.660
      Square Feet (SF):             290,110 SF
      Source:                       Metes & bounds description

Shape:                              Semi-rectangular; Improvements are situated
                                    parallel to 5500 Telephone Road/SR-613.

Frontage:
      Telephone Road/SR-613:        454.64'

      Jefferson Avenue:             650.32'

Street Improvements:
      Telephone Road/SR-613:
        Street Type:                Secondary neighborhood artery
        Traffic Direction:          North - south
        Quality; Condition:         Asphalt with curbs and gutters; average
        Number of Lanes:            Four; with one turn lane
        Driveway Cuts:              Two
        General Traffic Patterns:   Heavy

      Jefferson Avenue:
        Street Type:                Secondary neighborhood artery
        Traffic Direction:          East - west
        Quality; Condition:         Asphalt with curbs and gutters; average
        Number of Lanes:            Four; with one turn lane and grassed median
        Driveway Cuts:              Two
        General Traffic Patterns:   Moderate

Visibility:                         Good, for stores fronting Telephone
                                    Road/SR-613

Ingress/Egress:                     Good. Two curb cuts on Telephone Road/SR-613
                                    and two side entrances on the northside. No
                                    limiting factors noted.

Topography:                         Level.

Subsoil Conditions & Drainage:      The appraisers are not aware of an
                                    engineering study made to determine the
                                    subsoil conditions. Upon inspection of the
                                    subject and surrounding improvements,
                                    conditions appear adequate to support the
                                    subject structure. Drainage appears to be
                                    adequate.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 24
<PAGE>

                                                          Site Analysis, cont'd.
================================================================================

Flood Plain:                        No
      FEMA Map #:                   285260 0003 C
      Effective Date:               03/15/84

Nuisances & Hazards:
Environmental:                      Based on our site inspection, the appraisers
                                    did not observe any hazardous materials on
                                    the subject site. In September of 1995 a
                                    Phase I Environmental Site Assessment was
                                    conducted by ATEC Associates, Inc. They have
                                    determined that no environmental problems
                                    exist on the subject property. However, the
                                    appraisers are not qualified to detect such
                                    substances and would recommend an
                                    environmental audit be performed by an
                                    expert in this field to determine the
                                    possible existence of any potentially
                                    hazardous substances. No responsibility is
                                    assumed by the appraisers for any such
                                    conditions and the value estimate contained
                                    in this report is predicated on the
                                    assumption that there are no such hazardous
                                    materials existing on the site.

      General:                      No other nuisances or potential hazards were
                                    noted.

Easements:                          Neither the survey nor the on-site
                                    inspection of the property indicated any
                                    unusual or detrimental easements other than
                                    typical utility easements.

Utilities & Services:               All typical public utilities including
                                    sewer, water, gas, electric and telephone
                                    are available and in use at the site.
                                    Capacity is considered adequate for any
                                    potential feasible development of the site.

Surrounding Land Uses:              Retail uses abut the subject site on the
                                    westside across Telephone Road/SR-613 and to
                                    the south. To the northside across Jefferson
                                    Avenue are some retail properties and a
                                    vacant lot. To the east or rear of the
                                    subject property is a vacant lot, between
                                    the subject and the Parkway Baptist Church.
                                    To the northwest across the intersection of
                                    Jefferson Avenue and Telephone Road/SR-613
                                    is retirement community. Residential use can
                                    be found the southeast of the subject tract.

      Conclusion: The subject site is compatible with surrounding parcels both
in physical features and use. Additionally, it is functionally adequate for the
existing improvements and development of any potential feasible development
consistent with surrounding land uses. There is no evidence of any negative site
factors that would hamper the existing use, value, or marketability of the
subject site.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 25
<PAGE>

                                                          Site Analysis, cont'd.
================================================================================

      The reader is directed to the site analysis exhibits provided on the
following pages.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 26
<PAGE>

                                 ===============
                                 AS-BUILT SURVEY
                                 ===============

                                [GRAPHIC OMITTED]


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 27
<PAGE>

                                  ============
                                  TAX PLAT MAP
                                  ============

                               [GRAPHIC OMITTED]


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 28
<PAGE>

                                 ===============
                                 FLOOD PLAIN MAP
                                 ===============

                               [GRAPHIC OMITTED]


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 29
<PAGE>

                                                     DESCRIPTION OF IMPROVEMENTS
================================================================================

      The data and analysis included in this report section describes the
building and improvement data relevant to the appraisal problem. Sources of the
data are identified and information not available to the appraiser is noted
where necessary. The data presented is analyzed based upon the functional
utility and physical condition relative to their influence on the value
conclusion of this assignment.

Property Type and Character

Property Type:                      Neighborhood shopping center

Building Age:
     Year Built:                    1988
     Actual Age:                    9 years
     Total Economic Life:           45 years*
     Effective Age:                 9 years*
     Remaining Economic Life:       36 years*
     * See Condition Analysis to follow

No. of Stories:                     1

Size:
     Gross Building Area (GBA):     68,566 SF
     Net Rentable Area (NRA):       68,566 SF
     Source:                        Rent roll and tax records
     Floor-to-Area Ratio:           0.24:1

Typical Small Shop Bay Depth:       60 to 70'

Typical Small Shop Bay Width:       80' to 85'

Anchor Space:
     Tenants:                       Bruno's (Food World) and Big 'B'/Revco
     Total Size:                    57,866 SF
     % Anchor:                      84.39%

      Comment: The anchor spaces are specifically designed for the anchor
tenants. However, the open "big box" space is easily adaptable to other tenants.
A loading dock is located in the rear of the Bruno's (Food World) and Big
'B'/Revco space. The Big 'B'/Revco space has not been occupied since the signing
of the lease agreement. Big 'B'/Revco changed their minds for a indeterminate
period, regarding the occupancy of this space. Currently, in the retail drug
store business companies are buying and/or merging with other companies. This is
the situation with Big 'B'/Revco with their


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 30
<PAGE>

                                            Description of Improvements, cont'd.
================================================================================

recent acquisition by CVS Drugstore. The uncertainty at the corporate level has
caused indecision regarding this location.

Tenancy:
     No. of Tenants:                4
     Type Occupancy:                Multi-tenant
     Current Physical Occupancy:    100%

General Construction Components

Data Sources:
     Building Plans Provided:       Plans and specifications were not made
                                    available to the appraisers.
     Other:                         Property inspection by the appraisers,
                                    discussions with representatives of the
                                    property owner and information available
                                    from the Tax Assessor's office.

Foundation:                         Concrete slab

Structural System:                  Concrete block

Roof System:                        Built-up composition cover over metal rib
                                    decking on steel-bar joists

Exterior Walls:                     The exterior walls are brick on store fronts
                                    and painted concrete block on sides and
                                    rear.

Exterior Doors:                     Storefront glass in aluminum frame

Exterior Windows:                   Glass in  aluminum frame

Electrical:                         Electrical fixtures and systems were noted
                                    to be in average quality. Average commercial
                                    service. Assumed to comply with all
                                    governing codes and good industry standard
                                    practice.

H.V.A.C.:                           Each lease space has an electric package
                                    heating and cooling units. Ground level.

Plumbing:                           Each lease space has a men's and women's
                                    restroom. All restaurants have special
                                    plumbing for sinks and restrooms.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 31
<PAGE>

                                            Description of Improvements, cont'd.
================================================================================

Site Improvements

Signage:                            One lighted sign on Telephone Road/SR-613

Parking Area:                       Asphalt paved with adequate parking spaces;
                                    average condition. Heavy duty concrete in
                                    the rear of the center for truck loading
                                    area.
     No. of Spaces:                 356
     No./1,000 SF of GBA:           5.19/1,000 SF

Fencing:                            None

Concrete Walks:                     Concrete along retail area

Condition/Quality

Construction Quality:               Average and typical of the local market

Condition of Improvements:          Average to good given actual age.

Effective Age Analysis

      The improvements actual age is 9 years. This is not unusual in this
neighborhood. The typical economic life for similar structures is 45 years. The
condition, quality of construction and effective maintenance program by the
current owner has maintained the economic life of the property. Based on the
condition/quality analysis presented, a 36 year remaining economic life is
considered reasonable before significant capital expenditures would be required
to extend the economic life. This yields an estimated 9 year effective age.

Functional Utility Analysis

      The overall property is considered to have average functional utility
based upon the property type and use. The straight line shape of the center
parallel to the highway is considered to be a functional shape with good
visibility from the road. The local space bay depths are considered to be
optimal for the market.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 32
<PAGE>

                                    =========
                                    SITE PLAN
                                    =========

                               [GRAPHIC OMITTED]


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 33
<PAGE>

                                                 PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================

                               [GRAPHIC OMITTED]

          Front view of the subject on Telephone Road/SR-613.

                               [GRAPHIC OMITTED]

               Front view of subject looking to the east.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 34
<PAGE>

                                        Photographs of Subject Property, cont'd.
================================================================================

                               [GRAPHIC OMITTED]

              View of the rear of the center facing west.

                               [GRAPHIC OMITTED]

View of Telephone Road/SR-613 facing north with the subject property on the
right.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 35
<PAGE>

                                        Photographs of Subject Property, cont'd.
================================================================================

                               [GRAPHIC OMITTED]

View of Telephone Road/SR-613 facing south with the subject property on the
left.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 36
<PAGE>

                                                         SUBJECT PROPERTY ZONING
================================================================================

Subject Zoning Data Summary

Subject Zoning Designation:         C-3 Commercial District

Zoning Authority:                   City of Pascagoula

Purpose of Zoning District:         Intended to provide for a wide range of
                                    commercial and light industrial uses and
                                    concerned with retail trade and consumer
                                    services; amusement and entertainment
                                    establishment; drive-in stores, eating
                                    places, automobile servicing, mobile home
                                    sales and parks and financial institutions;
                                    and offices. The uses in these districts
                                    service a wide market area and, therefore,
                                    ease of automotive access is a requisite.
                                    However, it is not intended that these
                                    districts permit uses which generate large
                                    volumes of truck traffic. Bulk regulations
                                    are designed to control building volumes
                                    such that compatibility with vicinity
                                    residential uses is promoted, while
                                    maintaining maximum flexibility in
                                    commercial activities. Appropriate open
                                    space between commercial and residential
                                    areas is required unless appropriate design
                                    features are accomplished under the planned
                                    unit development procedures for this
                                    district.

Permitted Uses:                     Commercial activities that are permitted by
                                    right are convenience sales and services,
                                    automobile franchise dealers, churches,
                                    motels, hotels, automobile servicing, mobile
                                    home sales and parks, automotive parking,
                                    truck terminals, drive-in theaters,
                                    nurseries, bottling plants, ice plants,
                                    animal hospitals, kennels, welding shops,
                                    food service, medical service, general
                                    personal service, financial services,
                                    consulting and administrative services,
                                    business and communication services,
                                    undertaking service, drive-in food service,
                                    automotive services, general retail sales
                                    and service, consumer laundry and repair,
                                    retail business supply, group assembly,
                                    wholesale sales, and construction sales and
                                    service.

Regulations

Yard Fronting any Street:           10'; 50' for residential adjoining
Side Yard:                          5' for commercial and industrial; 25' for
                                    residential
Rear Yard:                          5'; if adjoining residential the rear shall
                                    be the same as the adjoining residential


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 37
<PAGE>

                                                Subject Property Zoning, cont'd.
================================================================================

Maximum Floor Ratio (FAR):
     Base FAR:                      None

Maximum Height:                     None

Required Off-Street Parking:        None

Improvements Conformity:            Improvements appear to conform to the zoning
                                    regulations.

Deed Restrictions:                  None known to the appraisers

Public Restrictions:                None known to the appraisers

      The reader's attention is directed to the zoning map exhibit presented on
the following page.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 38
<PAGE>

                                   ==========
                                   ZONING MAP
                                   ==========

                               [GRAPHIC OMITTED]


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 39
<PAGE>

                                                            HIGHEST AND BEST USE
================================================================================

Introduction

      In highest and best use analysis, an appraiser identifies the most
profitable, competitive use to which a property can be utilized. Highest and
best use may be defined as:

      The reasonably probable and legal use of vacant land or an improved
      property, which is physically possible, appropriately supported,
      financially feasible, and that results in the highest value.(1)

      Proper analysis includes consideration of the highest and best use of a
given property 1) as if vacant, and 2) as improved. The purpose of determining
the highest and best use of land as though vacant is to identify a site's
potential use, which governs its value. The purpose of determining the highest
and best use of property as improved is to identify the use that is expected to
produce the greatest overall return on the capital invested, and to assist the
appraiser in the selection of comparable properties.

      A property's highest and best use must be 1) physically possible, 2)
legally permissible, 3) financially feasible, and 4) maximally productive. These
criteria will be considered sequentially and conditionally in this section of
the appraisal report.

      The highest and best use analysis and conclusions form the foundation for
the application of the three approaches to value and the reconciliation and
final value estimate. The data presented in the previous sections of this report
is analyzed and used as support for establishing the opinion of highest and best
use. Therefore, only the more distinctive characteristics from each section that
have substantial impact on the highest and best use are analyzed. The reader is
referred to the previous sections for the detailed data.

Highest and Best Use as Vacant

      The initial step in analyzing the highest and best use of the appraised
property is to consider the land as if vacant. Highest and best use of land or a
site as vacant assumes that a parcel of land is vacant or can be made vacant by
demolishing any improvements.

1. Physically Possible

      The size, shape, location, topography, and surrounding land use pattern of
a parcel of land affects its physical utility and adaptability. These and other
physical characteristics are considered in analyzing the physical capabilities
of the site and most probable uses.

      Report Section Reference:     Site Analysis and Neighborhood Analysis

- ----------

      (1) The Appraisal of Real Estate, Ninth Edition, (Chicago: American
Institute of Real Estate Appraisers, 1987), p. 269.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 40
<PAGE>

                                                   Highest and Best Use, Cont'd.
================================================================================

     General Site Features:
        Physical Characteristics:   The Semi-rectangular shape, average
                                    frontage, level topography, soil conditions
                                    and 6.660 acre size are functional for
                                    almost any type of development consistent
                                    with neighborhood trends. No unusual site
                                    development costs would be required.

        Utilities & Services:       All public utilities are available to the
                                    site in adequate supply and capacity to
                                    permit development of any probable use of
                                    the site. The site fronts on a public street
                                    that is in good condition.

        Functional Utility:         Considering the general site features, the
                                    functional utility and physical adaptability
                                    of the subject site is considered average
                                    and will allow most any typical development
                                    prevalent in the area.

     Surrounding Land Uses:         Retail uses abut the subject site on the
                                    westside across Telephone Road/SR-613 and to
                                    the south. To the northside across Jefferson
                                    Avenue are some retail properties and a
                                    vacant lot. To the east or rear of the
                                    subject property is a vacant lot, between
                                    the subject and the Parkway Baptist Church.
                                    To the northwest across the intersection of
                                    Jefferson Avenue and Telephone Road/SR-613
                                    is retirement community. Residential use can
                                    be found the southeast of the subject tract.

     Limiting Factors:              No limiting physical factors noted

      Physically Possible Conclusion: The physical characteristics of the site
and available utilities and services are adequate for a variety of uses and do
not significantly limit the potential development of the site except to the
density which would be allowed under the current zoning.

2. Legally Permissible Uses

      The analysis of legally permissible uses of the property includes
consideration of zoning ordinances, private and deed restrictions, historic
district controls and environmental regulations.

     Report Section Reference:      Zoning Analysis

     Zoning Designation:            C-3 Commercial District

     Permitted Uses:                Commercial activities that are permitted by
                                    right are convenience sales and services,
                                    automobile franchise dealers, churches,
                                    motels, hotels,


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 41
<PAGE>

                                                   Highest and Best Use, Cont'd.
================================================================================

                                    automobile servicing, mobile home sales and
                                    parks, automotive parking, truck terminals,
                                    drive-in theaters, nurseries, bottling
                                    plants, ice plants, animal hospitals,
                                    kennels, welding shops, food service,
                                    medical service, general personal service,
                                    financial services, consulting and
                                    administrative services, business and
                                    communication services, undertaking service,
                                    drive-in food service, automotive services,
                                    general retail sales and service, consumer
                                    laundry and repair, retail business supply,
                                    group assembly, wholesale sales, and
                                    construction sales and service. See Zoning
                                    Analysis for more information.

     Deed Restrictions:             None known to the appraisers

     Public Restrictions:           No public restrictions are known.

     Possibility of
        Zoning Change:              None known to the appraisers

      Legally Permissible Uses Conclusions: Based upon the factors analyzed and
the legally permissible uses for the subject, the best uses appear to be retail
services.

3. Financially Feasible

      In determining which uses are physically possible and legally permissible,
an appraiser eliminates some uses from consideration. Then the uses that meet
the first two criteria are analyzed further to determine which are likely to
produce an income, or return, equal to or greater than the amount required to
satisfy operating expenses, financial obligations and capital amortization. All
uses that are expected to produce a positive return are regarded as financially
feasible.

     Most Probable Uses:            Based upon the analysis of physically
                                    possible uses and legally permissible uses,
                                    the best and most probable uses are limited
                                    to the highest density of retail space
                                    physically possible.

     Feasibility:                   All of the most probable uses listed above
                                    are considered financially feasible based
                                    upon land values in the immediate area.

        Income:                     The use with the highest potential net
                                    operating income is retail sales,
                                    particularly a shopping center complex.

        Occupancies:                Overall occupancy for retail shop space in
                                    Pascagoula and Moss Point is estimated to be
                                    near 94%. This is considered sufficient to
                                    justify new construction.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 42
<PAGE>

                                                   Highest and Best Use, Cont'd.
================================================================================

      Feasibility Conclusion: The analysis of potential income and return on
investment as well as demand (occupancy) indicates that retail services with a
low percentage of office space would yield the highest return.

4. Maximally Productive

      A comparison of the financially feasible uses indicates that retail
services with low office percentage would yield the highest return to the land.

Highest and Best Use
  As If Vacant Statement:           The highest and best use of the subject site
                                    assuming it is vacant is development of a
                                    neighborhood shopping center.

Highest and Best Use as Improved

      The preceding analysis of the site as vacant is also relevant to the
highest and best use of the subject property, as improved. If the existing
improvements are the same as those indicated for the highest and best use as
vacant, the four tests for highest and best use do not have to be applied here
because the conclusions reached in testing for the highest and best use of the
site as though vacant are applicable to the analysis as improved.

Conformance to Highest and Best
  Use as Vacant:                    The existing improvements of the subject
                                    property generally conform to the highest
                                    and best use as vacant.

Possible Demolition, Renovation or
  Conversion in Use:                A comparison of the land value estimate and
                                    the value estimate of the property as
                                    improved in the forthcoming valuation
                                    section indicates that the improvements
                                    contribute significant value to the
                                    property. Therefore, demolition is not
                                    justified. An economic analysis shows
                                    remodeling, renovation or conversion of the
                                    subject to another use is not economically
                                    justified.

Highest & Best Use
   As Improved Statement:           The highest and best use as improved is
                                    continued use as an neighborhood shopping
                                    center development.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 43
<PAGE>

                                                        REAL ESTATE TAX ANALYSIS
================================================================================

Taxing Authorities:                 The subject property is located within the
                                    taxing jurisdictions of the City of
                                    Pascagoula and Jackson County. The City of
                                    Pascagoula and Jackson County tax rate
                                    represents all local municipal tax charges.
                                    The property is subject to the following
                                    taxing jurisdictions and 1997 Ad Valorem Tax
                                    rate.

Real Estate Tax Rates

     Tax Rate's Year:               1997

     Pascagoula/Jackson County:     $147.55 per $1,000 of Assessed Value

     Tax Bill Due Date:             Between October and February

Assessment Ratio

      The taxing authority applies an assessment ratio to each property's tax
appraised value for the calculation of taxes. The assessment ratio applied is
determined by the property type as follows:

     Commercial Property            15%

Subject Real Estate Tax Data

     Real Estate Tax District:      City of Pascagoula & Jackson County
     Real Estate Tax Rate:          $147.55 per $1,000 of Assessed Value
     Assessment Ratio:              15%
     Tax Appraised Value:           $2,069,070

Tax Comparables

================================================================================
                      Appraised    Assessed   Tax Rate   Tax              Taxes
    Comparables         Value        Value     /$100   Expense  Size (SF)  /SF
- --------------------------------------------------------------------------------
Delchamps Plaza S/C   $5,957,550    $893,633  $147.55  $131,856  154,771  $0.85
- --------------------------------------------------------------------------------
Sea Shores Plaza S/C  $6,774,980  $1,016,247  $147.55  $149,948  207,572  $0.72
- --------------------------------------------------------------------------------
Chicot Crossing S/C   $2,316,000    $347,400  $147.55   $51,259  122,360  $0.42
- --------------------------------------------------------------------------------
Subject               $2,069,070    $310,361  $147.55   $45,794   68,566  $0.67
================================================================================

     Note: The assessed value is calculated based on a 15% assessment ratio.

Subject Tax Expense Analysis:       The subject property is at the mid-point of
                                    the tax expense per SF range. All of the
                                    comparables are relatively similar
                                    properties; however, the subject has a
                                    higher percentage of big box space. After
                                    discussions with the local tax assessor and


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 44
<PAGE>

                                               Real Estate Tax Analysis, cont'd.
================================================================================

                                    considering it being an existing property,
                                    the tax expense and appraised value are
                                    considered reasonable in comparison to the
                                    comparable properties.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 45
<PAGE>

                                                             APPRAISAL PROCEDURE
================================================================================

Introduction

      The estimation of market value of a property that is being appraised is
accomplished by the comparison and analysis of as many techniques as are
appropriate. Three approaches are generally used to produce value indications.

Cost Approach:                      This valuation technique is based on the
                                    premise that the value of a property can be
                                    indicated by the current cost to construct a
                                    reproduction or replacement of the
                                    improvements minus the amount of
                                    depreciation evident in the structures from
                                    all causes plus the value of the land and
                                    entrepreneurial profit. The Cost Approach is
                                    particularly useful for appraising new or
                                    nearly new improvements. Current costs for
                                    constructing improvements are derived from
                                    cost estimators, cost publications, builders
                                    or contractors. Depreciation is measured by
                                    market research and/or through the
                                    application of specific mathematical
                                    procedures. Land value is estimated
                                    separately by direct sales comparison.

Sales Comparison Approach           This approach is most viable when an
                                    adequate number of properties of similar
                                    type have been sold recently or are
                                    currently offered for sale in the subject
                                    market. The application of this approach
                                    produces a value indication for a property
                                    through comparison with similar properties,
                                    called comparable sales. The sale prices of
                                    properties judged to be most comparable tend
                                    to set a range in which the value indication
                                    for the subject falls.

Income Capitalization Approach:     This approach to value is applicable to
                                    properties capable of producing a net income
                                    stream. By using the income capitalization
                                    approach, the appraiser measures the present
                                    value of the future benefits of property
                                    ownership. Income streams and the value of
                                    property upon resale (reversion) are
                                    capitalized or converted into a present,
                                    lump-sum value. Research and analysis of
                                    data for this approach are conducted against
                                    a background of supply and demand
                                    relationships. This background provides
                                    information on trends and market
                                    anticipation that must be verified for data
                                    analysis.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 46
<PAGE>

                                                    Appraisal Procedure, cont'd.
================================================================================

Reconciliation of Approaches:       The strengths and weaknesses of each
                                    approach used are weighed in the final
                                    analysis. The approach or approaches
                                    offering the greatest quantity and quality
                                    of supporting data are typically given most
                                    consideration and the final estimate of
                                    value is correlated.

Approaches Utilized
     In This Assignment:            The Cost, Sales Comparison and Income
                                    Capitalization Approaches to value have each
                                    been utilized in estimating the market value
                                    of the subject property as of the effective
                                    date of appraisal.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 47
<PAGE>

                                                                  LAND VALUATION
================================================================================

Introduction

      A reliable value indication for the subject parcel is provided by an
analysis and comparison of other comparable sites which have sold in the
marketplace. Many factors influence the price of land. The technique involved in
the value estimate of the land uses the principle of substitution as the basis
for analysis, and the methodology includes an analysis of what buyers in the
area have been paying for similar properties. Therefore, the value of the
subject site is derived from sales and listings of comparable properties in the
area. The comparable land sales included in this report are analyzed with
respect to market conditions (time), location, physical characteristics
(functional utility) and size.

      Dollar or percentage adjustments are made to the sale price of each
comparable. Positive adjustments are made for deficiencies in the comparable
property relative to the subject site. Negative adjustments are made for
superior characteristics of the sale relative to the subject. When sufficient
sales data is available, a "paired sales" analysis is utilized. This is a
procedure in which sales are compared in pairs to identify the effect of
specific differences on sale price. When such data is unavailable or
inconclusive, adjustments are made based on discussions with active market
participants (buyers, sellers, investors and developers), historical sales data,
or the appraiser's experience in valuing similar properties.

      The sales on the following pages are considered to have a reasonable
degree of comparability to the land being appraised. Information pertaining to
these transactions has been verified by either the buyer, seller, broker, or
other sources considered reliable and having knowledge of the particular
transaction.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 48
<PAGE>

                                                         Land Valuation, cont'd.
================================================================================


                                                      Comparable Land Sales Data
================================================================================


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 49
<PAGE>

                                                     LAND SALE COMPARABLE NO. 1:
================================================================================

PROPERTY DATA

   Location:    Northside of US-90, just west of Beasley Road, Gautier, MS

   County:      Jackson

   Grantor:     William R. Wilson, Jr.

   Grantee:     Jeffrey Mattixon

   Map(s):      N/A

   Parcel(s):   N/A

   Sale Date:   01/11/96                    Book/Page:           1079   /    275

SITE DATA

   Size (Acres):    4.83

   Size (SF):       210,395

   Zoning:          Commercial

   Utilities:       All available to site

   Frontage:        470.15' along US-90

   Shape:           Rectangular

   Topography:      Level

   Easements:       None detrimental

   Improvements:    None of value at sale date

   Intended Use:    Future Commercial Development

TRANSACTION DATA

   Consideration:     $200,000                  Price/SF:  $0.95

   Cash Equivalent:   $200,000             Adj. Price/SF:  $0.95

   Financing:         All cash to seller.

   Verified By:       Jim Horne, MAI

   Comp_Code:         1294

COMMENTS:   This tract of land is located a half mile west of Singing River
            Mall.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 50
<PAGE>

                                                     LAND SALE COMPARABLE NO. 2:
================================================================================

PROPERTY DATA

   Location:    Southwest corner of US-90 and Dolphin Drive, Gautier, MS

   County:      Jackson

   Grantor:     John Hendley

   Grantee:     James G. Robinson

   Map(s):      N/A

   Parcel(s):   N/A

   Sale Date:   03/05/96                    Book/Page:           1082   /    606

SITE DATA

   Size (Acres):    8.18

   Size (SF):       356,321

   Zoning:          Commercial

   Utilities:       All available to site

   Frontage:        Along US-90 and Dolphin Drive

   Shape:           Rectangular

   Topography:      Level

   Easements:       None detrimental

   Improvements:    None of value at sale date

   Intended Use:    Future Automobile Dealership

TRANSACTION DATA

   Consideration:     $450,000                  Price/SF:  $1.26

   Cash Equivalent:   $450,000             Adj. Price/SF:  $1.26

   Financing:         All cash to seller.

   Verified By:       Jim Horne, MAI

   Comp_Code:         1295

COMMENTS:   This tract of land is located across US-90 from the Singing River
            Mall and Lowe's Home Center. The property was previously filled and
            site-prepped.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 51
<PAGE>

                                                     LAND SALE COMPARABLE NO. 3:
================================================================================

PROPERTY DATA

   Location:    Northwest corner of US-90 and Dolphin Drive, Gautier, MS

   County:      Jackson

   Grantor:     Misty Meadows Farms

   Grantee:     Lowe's Home Centers

   Map(s):      N/A

   Parcel(s):   N/A

   Sale Date:   08/21/92                    Book/Page:           1000   /    956

SITE DATA

   Size (Acres):    10

   Size (SF):       435,600

   Zoning:          Commercial

   Utilities:       All available to site

   Frontage:        Along US-90 and Dolphin Drive

   Shape:           Semi-Rectangular

   Topography:      Level

   Easements:       None detrimental

   Improvements:    None of value at sale date

   Intended Use:    Future Lowe's Home Center

TRANSACTION DATA

   Consideration:     $400,000                  Price/SF:  $0.92

   Cash Equivalent:   $400,000             Adj. Price/SF:  $0.92

   Financing:         All cash to seller.

   Verified By:       Jim Horne, MAI

   Comp_Code:         1296

COMMENTS:   This 10 acre site is located adjacent to a regional mall (Singing
            River) and it has been on the market for 10 years (since the mall
            was built). There was an over-building of shipping centers in the
            area around the mall and demand for vacant space was low. This tract
            of land has been cleared and filled, which is important since


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 52
<PAGE>

                                                     Land Sale Comparable No. 3:
================================================================================

                  the surrounding lands are 404 wetlands and they cannot be
                  developed. The site will be used for a building supply store.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 53
<PAGE>

                                 ==============
                                 LAND SALES MAP
                                 ==============

                               [GRAPHIC OMITTED]

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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 54
<PAGE>

                                 ==============
                                 LAND SALES MAP
                                 ==============

                               [GRAPHIC OMITTED]


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 55
<PAGE>

                                         COST APPROACH - LAND VALUATION ANALYSIS
================================================================================

Comparable Land Sales Summary

         ==============================================================
                          Subject     Sale #1     Sale #2      Sale #3
         ==============================================================
         Sale Date        Current    01/11/96    03/05/96     08/21/92
         --------------------------------------------------------------
         Size/Acres          6.66        4.83        8.18        10.00
         --------------------------------------------------------------
         Zoning               C-3   Commercial  Commercial  Commercial
         --------------------------------------------------------------
         SP/SF                N/A       $0.95       $1.26        $0.92
         --------------------------------------------------------------
                                                           

Introduction

      A search for comparable land sales within the subject neighborhood and
competitive locales was conducted by the appraiser. The appraiser consulted with
local real estate agents knowledgeable of the subject market and researched
public records for pertinent information. The sales used herein represent the
most comparable data available at the time of the report. Adjustments to these
land prices for market financ- ing, market conditions (time), location, physical
characteristics (functional utility) and size, as they relate to the subject
property, are made accordingly.

      The Pascagoula area has limited comparable land sales in the subject
neighborhood because of limited availability of vacant land. Recent development
in the area has been in the form of renovation of older shopping centers.
Therefore, the search for land sales was expanded to the Singing River Mall
area, which is a generally similar retail type area as the subject location.

      Following is a discussion of the major factors which influence the value
of the subject site. It should be noted that financing, conditions of sale and
time adjustments are made first to each of the comparables in order to reflect
authentic and current pricing trends. The net percentage of the remaining
adjustments for location, physical characteristics (utility) and size is then
applied to the "time adjusted" sales price to reflect the indicated value of the
subject.

Unit of Comparison:           SP/SF; sales price per square foot Analysis:
                              Discussions with brokers and developers in the
                              subject market indicated that this is the basic
                              unit of comparison from which they make their
                              acquisition decisions for land similar to the
                              subject.

Financing:                    The transactions are either all cash transactions
                              or are considered to represent typical market
                              financing and do not require an adjustment for
                              non-market financing. As such, no adjustments are
                              made for factors relating to financing.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 56
<PAGE>

                                                Land Valuation Analysis, Cont'd.
================================================================================

Conditions of Sale:           All of the comparable sales are considered to have
                              typical conditions of sale, therefore no
                              adjustments were made. 

Market Conditions:
     Description:             This adjustment, often referred to as the "time
                              adjustment", reflects the direction of change in
                              the market from the sale date of the comparable to
                              the valuation date of the subject property.

     Analysis:                The adjustment to Sale No. 3 reflects inferior
                              market conditions at the time related to the local
                              economic recession.  The adjustment to the sale
                              indicates that the market has improved since 1992.
Location:
     Description:             Locational features include visibility, access and
                              proximity to other quality development.

     Analysis:                Most of the sales are located in a similar
                              neighboring community. Sale Nos. 2 and 3 are
                              adjusted for there stronger locations, closer to
                              the Singing River Mall. Sale No. 1 is the most
                              similar to the subject in location with no
                              adjustment. Physical Characteristics

      The analysis of physical attributes considers shape, frontage, topography,
zoning and the availability of public utilities. Only those physical
characteristics which impact the sales price of the comparable relative to the
subject will be addressed. The physical elements of the sales as they relate to
the subject are addressed as follows.

     Shape
        Description:          The shape of a site will determine its
                              adaptability to possible uses. Some configurations
                              may restrict structural design or limit the
                              buildable/usable area of the parcel. A site must
                              have adequate depth to accommodate the layout of
                              the improvements, but should not be excessive in
                              relation to the parcel's frontage and size.

        Analysis:             All of the comparable sales have a shape adequate
                              for their intended use. As such, no adjustments
                              are deemed appropriate for the comparables.

Frontage: 
        Description:          The amount of street frontage is important to
                              commercial properties and, in particular, retail
                              properties.

        Analysis:             All of the comparable sales have a frontage
                              adequate for their intended use. As such, no
                              adjustments are deemed appropriate for the
                              comparables.


================================================================================

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 57
<PAGE>

                                                Land Valuation Analysis, Cont'd.
================================================================================

     Topography:
        Description:          The topography of a site can significantly impact
                              the costs of development. Consideration must be
                              given to the contour, grade and drainage of the
                              sale tracts in relation to the appraised property.

        Analysis:             The subject tract has a level topography. All of
                              the comparable sales were considered to have
                              similar topographical characteristics at the time
                              of sale. Thus, no adjustments for topography are
                              deemed necessary to the sales.

     Zoning:
        Description:          Zoning is often the most basic criteria in
                              selecting comparables. Sites zoned the same as the
                              subject property are the most appropriate
                              comparables. When sufficient sales in the same
                              zoning category are not available, data from
                              similar categories may be used after adjustments
                              have been made. These adjustments are based on the
                              allowable uses, permitted density and restrictions
                              within the ordinance in comparison to the subject.

        Analysis:             All of the sales utilized in this land valuation
                              have the same or comparable zoning designation as
                              the subject. Thus, no adjustments for zoning are
                              deemed necessary to the sales. 

Utilities:
        Description:          The availability and proximity to public utilities
                              (water, sewer, electricity, gas and telephone) is
                              an important attribute to the development of any
                              property. This adjustment reflects the difference
                              in sales price caused by the distance and capacity
                              of utility services to the comparable sites and
                              also considers the cost of bringing utilities to
                              the tract.

        Analysis:             All utilities were available to the comparable
                              sites at the time of their sale, as they are to
                              the subject. No adjustment is made for factors
                              associated with utilities.

     Size:
        Description:          Most types of development have an optimal site
                              size. If a site is larger than optimal, the value
                              of the excess land tends to decline at an
                              accelerating rate. As a result, larger tracts of
                              land typically sell for less per unit of
                              comparison than smaller parcels, all other factors
                              being equal.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 58
<PAGE>

                                                Land Valuation Analysis, Cont'd.
================================================================================

        Analysis:             The subject land contains 6.660 acres of land. The
                              comparable sales have land sizes ranging from 4.83
                              to 10.00 acres. Thus, no adjustments for size are
                              deemed necessary to the sales.

      On the following page is an adjustment grid of the comparable sales
utilizing the adjustments noted in the previous analysis.


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 59
<PAGE>

                  Comparable Land Sales Adjustment Grid

                Subject      Sale #1     Sale #2      Sale #3
                          ---------------------------------------
Sale Price                    $0.95       $1.26        $0.92
                          ---------------------------------------
Elements of Comparison
                          ---------------------------------------
Date of Sale                 01/11/96    03/05/96     08/21/92
                          ---------------------------------------
 Comparison                  Similar     Similar      Inferior
                          =======================================
 Adjustment                     0%          0%          30%
                          =======================================

                          ---------------------------------------
Adjusted Price                $0.95       $1.26        $1.20
             ----------------------------------------------------
Location        Average      Average       Good         Good
             ----------------------------------------------------
  Comparison                 Similar     Superior     Superior
                          =======================================
  Adjustment                    0%         -25%         -25%
             -------------=======================================
Shape            Semi-                                  Semi-
Shape         rectangular  Rectangular Rectangular  Rectangular
             ----------------------------------------------------
  Comparison                 Similar     Similar      Similar
                          =======================================
  Adjustment                    0%          0%           0%
             -------------=======================================
Frontage          Good         Good        Good         Good
             ----------------------------------------------------
  Comparison                 Similar     Similar      Similar
                          ---------------------------------------
  Adjustment                    0%          0%           0%
             ----------------------------------------------------
Topography       level        Level       Level        Level
             ----------------------------------------------------
  Comparison                 Similar     Similar      Similar
                          =======================================
  Adjustment                    0%          0%           0%
             -------------=======================================
Zoning            C-3       Commercial  Commercial   Commercial
             ----------------------------------------------------
  Comparison                 Similar     Similar      Similar
                          =======================================
  Adjustment                    0%          0%           0%
             -------------=======================================
                 All           All         All          All 
Utilities     Available     available   available    available
             ----------------------------------------------------
  Comparison                 Similar     Similar      Similar
                          =======================================
  Adjustment                    0%          0%           0%
             -------------=======================================
Size/Acres        6.66         4.83        8.18        10.00
             ----------------------------------------------------
  Comparison                 Similar     Similar      Similar
                          =======================================
  Adjustment                    0%          0%           0%
             -------------=======================================
Other             N/A
             ----------------------------------------------------
  Comparison                 Similar     Similar      Similar
                          =======================================
  Adjustment                    0%          0%           0%
                          =======================================
Net Adjustment                  0%         -25%         -25%
                          =======================================
Final Adjustment Sale Price   $0.95       $0.95        $0.90
                          =======================================


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 60
<PAGE>

                                                Land Valuation Analysis, Cont'd.
================================================================================

Reconciliation

      The sales prices ranged from $0.92 to $1.26 per square foot before the
adjustment process. The indicated value of the subject property ranged between
$0.90 and $0.95 per square foot after the analysis. The adjusted value range is
considered very narrow and provides consistent and reliable data from which to
estimate the subject's land value. The most weight is placed on Sale No. 1
because it had no adjustments. In the final analysis, the subject's land value
was based on the high end of the range of sales.

      Based on this analysis, a value of $0.95/SF is considered highly
supportable. Thus, the market value of the fee simple interest in the subject
parcel as if vacant, contingent to the assumptions and limiting conditions
stated herein, as of August 18, 1997 is calculated below:

                               Land Value Estimate

                        Land Size (SF)           290,110

                        Estimated Value/SF  x      $0.95
                                                --------

                        Estimated Value         $275,604

                        Rounded                 $280,000


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 61
<PAGE>

                                                                   COST APPROACH
================================================================================

Introduction

      The principle of substitution is basic to the Cost Approach. The principle
affirms that no prudent investor would pay more for a property than the amount
for which the site can be acquired and for which improvements that have equal
desirability and utility can be constructed without undue delay. An indication
of value may be produced by adding the depreciated value of the improvements to
the land value estimated by market (direct sales) comparison. The depreciated
value of the improvements is determined by first estimating the reproduction or
replacement cost new and subtracting depreciation from all causes, if any.

      In providing complete building cost estimates, an appraiser must consider
direct (hard) costs, and indirect (soft) costs. Both types of costs are
essential for a reliable reproduction or replacement cost estimate. In addition,
any entrepreneurial profit likely to be realized from the building project must
be estimated.

Cost Data

     Source:                  Marshal Valuation Service Manual - calculator cost

      About the Source: This publication is a widely accepted cost data source
in the appraisal industry. The cost data presented in this manual are based on
years of valuation experience, thousands of appraisals and continual analysis of
the costs of new buildings. This publication has been recognized as an authority
in the appraisal field for over fifty years.

      Costs Included In Source: The base calculator costs depicted in the
Marshal Valuation Service Manual include the following:

      1.    Architects's and engineer's fees;

      2.    Normal interest on only the building improvement funds during the
            period of construction and processing fee or service charge;

      3.    Sales taxes on materials;

      4.    Normal site preparation including finish, grading and excavation for
            foundation and backfill;

      5.    Utilities from structure to lot line figured for typical setback;

      6.    Contractor's overhead and profit including job supervision,
            workmen's compensation, fire and liability insurance, unemployment
            insurance, equipment , temporary facilities, security, etc.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 62
<PAGE>

                                                          Cost Approach, cont'd.
================================================================================

      Costs Not Included In Source: The base calculator costs depicted in the
Marshal Valuation Service Manual do not include the following:

      1.    Costs of buying or assembling land such as escrow fees, legal fees,
            property taxes, right of way costs, demolition, storm drains, or
            rough grading, are considered costs of doing business or land
            improvement costs.

      2.    Pilings or hillside foundations;

      3.    Interest or taxes on the land;

      4.    Feasibility studies, appraisal or consulting fees, etc.;

      5.    Discounts or bonuses paid for financing, project bond issues,
            development overhead or fixture and equipment purchases, etc.;

      6.    Yard improvements including signs, landscaping, paving, walls, yard
            lighting, pools or other recreation facilities;

      7.    Off site costs including roads, utilities, park fees, jurisdictional
            hook-up, tap, impact or entitlement fees and assessments, etc.;

      8.    Marketing costs to create first occupancy including model or
            advertising expenses, leasing or broker's commissions or temporary
            operation of property owners associations.

Subject's Marshall Valuation Cost Data

   Summary of Subject General Building Characteristics:
      Property Type:                Neighborhood shopping center
      Structure:                    Masonry
      No. of Stories:               1
      Gross Building Area:          68,566 SF

   Classification                   Class C Neighborhood Center

   Type (Quality)                   Average

   Region/Climate                   Central/Moderate

   Page Reference                   Section 13, Page 28

   Page Reference Date              September 1995

   Current Multiplier Page          August 1997

   Local Multiplier Page Date       July 1997

   Cost Method                      Calculator; therefore, replacement cost

      The reader is directed to the base cost and adjustments presented on the
following page.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 63
<PAGE>

                                                          Cost Approach, cont'd.
================================================================================

      MVS Base Cost & Adjustments

                       =========================================================
                       1        Base Square Foot Cost                    $46.08
                       ---------------------------------------------------------
                       2               Square Foot Refinements           
                       ---------------------------------------------------------
                       3        Heating Cooling, ventilation              $0.00
                       ---------------------------------------------------------
                       4        Elevator                                  $0.00
                       ---------------------------------------------------------
                       5        Miscellaneous                             $1.50
                                                                          -----
                       ---------------------------------------------------------
                       6          Total SF Refinements                   $47.58
                       ---------------------------------------------------------
                                                                
                                       Height & Size Refinements
                       ---------------------------------------------------------
                       7        Number of Stories Multiplier              1.00
                       ---------------------------------------------------------
                       8        Height per story multiplier               1.04
                       ---------------------------------------------------------
                       9        Floor area-perimeter multiplier           0.81
                                                                          ----
                       ---------------------------------------------------------
                       10         Combined multipliers (7x8x9)            0.84
                       ---------------------------------------------------------
                                                                  
                                       Final Calculations
                       ---------------------------------------------------------
                       11       Refined SF Cost (Line 6x10)              $40.16
                       ---------------------------------------------------------
                       12       Current cost multiplier                    1.05
                       ---------------------------------------------------------
                       13       Local multiplier                           0.89
                                                                           ----
                       ---------------------------------------------------------
                       14       Final SF Cost (Line 11x12x13)            $37.53
                       =========================================================
                                                                

     Site Improvements
       & Other Hard Costs:    Site improvement cost and other hard costs related
                              to the improvements must be added to the base
                              structural cost estimate. The reader is directed
                              to the Cost Summary exhibit at the end of this
                              report section for a summary of these costs.

     Indirect Costs:          Indirect costs not included in the Marshall
                              Valuation base costs include loan interest on
                              land, lease-up costs and professional fees.
                              Calculations for the loan interest on land and
                              lease-up costs are presented below.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 64
<PAGE>

                                                          Cost Approach, cont'd.
================================================================================

     Land Loan Interest Calculations:

                                   Land Value Estimate                 $280,000

                                   Construction Interest Rate       x      9.00%
                                                                    
                                   Construction Period (Years)      x      0.75
                                                                           ----
                                                                    
                                     Land Interest                  =   $18,900
                                                                    
     Lease-up Cost Calculations:                                    
                                                                    
                                   Commissions                      
                                                                    
                                     Market Rent/SF                       $4.53
                                                                    
                                     Net Rentable Area (SF)         x    68,566
                                                                    
                                     Commissions %                  x      6.00%
                                                                    
                                     Average years of leases        x      5.00
                                                                           ----
                                                                    
                                   Commission Cost, Rounded         =   $93,200
                                                                    
                                   Plus: Other (marketing, etc.)    +         0
                                                                              -
                                                                    
                                   Total Lease-up Costs             =    $93,200

  Total Replacement Cost New
   (Improvements, Profit & Land):  $3,608,000

Analysis of Depreciation

Introduction - Accrued Depreciation

      Accrued depreciation is a loss in value from the reproduction or
replacement cost of improvements due to any cause as of the date of appraisal.
The value difference may emanate from physical deterioration, functional
obsolescence, external obsolescence, or any combination of these sources. A
description of each of these forms of depreciation as they apply to the
appraised property is detailed as follows:

Physical Deterioration

      Physical deterioration is the result of wear, tear and weathering. This
form of depreciation can be divided into two categories - curable and incurable.

     Physical Curable:
        Description:          Refers to items of deferred maintenance which are
                              in need of repair on the date of the appraisal in
                              order to restore occupancy or marketability.
                              Deferred maintenance includes minor refurbishing
                              of painted, tiled or carpeted surfaces. It also
                              includes deferred repairs of mechanical systems,


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 65
<PAGE>

                                                          Cost Approach, cont'd.
================================================================================

                              the building exterior roof cover and the parking
                              areas.

        Subject Analysis:     Newly renovated property; no deferred maintenance.

     Physical Incurable:
        Description:          Involves an estimate of deterioration that is not
                              practical or currently feasible to correct. It
                              pertains to structural elements that were not
                              listed in the physically curable category.
                              Generally, incurable physical deterioration is a
                              product of the aging of major structural
                              components such as the foundation, framing, walls,
                              plumbing, electrical, mechanical and roof systems.
                              In order to estimate the depreciation charged for
                              this category, the physical age-life method is
                              applied to the current reproduction or replacement
                              cost of the entire structure less the components
                              treated as curable.

        Subject Analysis:     The reader is directed to the Description of
                              Improvements Analysis for the analysis of
                              effective age and economic life. Employing the
                              physical age-life (straight line) method of
                              estimating physical incurable deterioration, the
                              calculations are made as follows:

                                Physical Incurable Calculations

                                      Actual Age                              9

                                      Effective Age                           9

                                      Divide by Economic Life                45
                                                                             --

                                      Incurable Physical %               20.00%

                                      Remaining Economic Life                36



                                  Calculations:

                                      Replacement Cost New           $3,328,062

                                      Less Physical Curable                   0
                                                                              -

                                      Subtotal                       $3,328,062

                                      Incurable Physical %                  20%
                                                                            -- 

                                      Incurable Physical Estimate      $665,612


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 66
<PAGE>

                                                          Cost Approach, cont'd.
================================================================================

Functional Obsolescence

      This is the adverse effect on value resulting from defects in design. It
can also be caused by changes that, over time, have made some aspect of a
structure, material or design obsolete by current standards. Functional
obsolescence is generally attributable to deficiencies or superadequacies
inherent in the improvements and the defect may be curable or incurable.

     Functional Curable
        Description:          To be curable, the cost of replacing the outmoded
                              or unacceptable aspect must be at least offset by
                              the anticipated increase in value. The measure of
                              curable functional obsolescence is the cost to
                              effect the cure.

        Subject Analysis:     The physical inspection of the subject indicated
                              the property has no functional curable
                              obsolescence.

     Functional Incurable
        Description:          Involves an estimate of obsolescence that is not
                              practical or currently feasible to correct. It
                              pertains to structural elements that were not
                              listed in the functional curable category.
                              Capitalization of the net income loss is the
                              commonly accepted approach to the measurement of
                              incurable functional obsolescence.

        Subject Analysis:     The inspection of the subject property and a
                              review of the plans provided indicate that the
                              two- story design of the subject improvements is
                              functional. Therefore, no functional incurable
                              obsolescence was noted in the subject property.

External Obsolescence

      External obsolescence, which is the result of the diminished utility of a
structure due to negative influences from outside the site, is always incurable.
It can be caused by a variety of factors - neighborhood decline, the property's
location in a community, or market conditions. Only the portion of the loss that
is applicable to the improvements is deducted from the current replacement cost
since the effect of external influences on land value is calculated in the land
valuation. In the absence of comparable sales subject to the same negative
influence, the best method of measuring external obsolescence is by
capitalization of the rent loss or discounting of the rent loss over the
affected time period.

     Subject Analysis:        The subject has good access and conforms to
                              surrounding development. Considering the general
                              market rent levels and high occupancy of the


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 67
<PAGE>

                                                          Cost Approach, cont'd.
================================================================================

                              neighborhood retail centers, no external
                              obsolescence exits.

Accrued Depreciation Summary

                                Physical Curable                             $0
                                                                        
                                Physical Incurable                     $665,612
                                                                        
                                Functional Curable                           $0
                                                                        
                                Functional Incurable                         $0
                                                                        
                                External                                     $0
                                                                             --
                                  Total Accrued Depreciation           $665,612


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 68
<PAGE>

COST APPROACH SUMMARY SHEET
================================================================================

Direct Costs                                                    Marshall Valuati
                                                                Cost Estimates
                                                                --------------

Structural Improvements
      Property Size     68,566  SF @      $37.53 /SF  =              $2,573,151

Special Tenant Improvements*
Bruno's (Food Worl      47,802  SF @       $0.00 /SF  =                      $0
Big 'B'/Revco Drugs     10,064  SF @       $0.00 /SF  =                      $0
Hale's                   5,600  SF @       $0.00 /SF  =                      $0
Movies and More          5,100  SF @       $0.00 /SF  =                      $0

Site Improvements
Asphalt Paving         180,000  SF @       $1.50 /SF  =     $270,000
Fence                       20  LF @      $13.00 /LF             260
Signage & Lighting:                                           10,000
Landscaping:                                                  10,000
Site Preparation                                                   0
Traffic Light Installation:                                        0
Additional Fees & Permits                                     20,000
                                                              ------
                       Subtotal Site Improvements:                      310,260
                                                                        -------

                       Total Direct Costs:                            $2,883,411

Indirect Costs

                       Land Loan Interest:                   $18,900
                       Lease-Up Costs:                        99,700
                       Professional Fees:                     30,000
                                                              ------

                        Total Indirect Costs:                           148,600
                                                                        -------

Total Direct and Indirect Costs:                                     $3,032,011

Entrepreneurial Profit as % of Direct/Indirect Costs,Rd.      10%       303,201
                                                                        -------

Total Cost New of Improvements and Profit:                           $3,335,212

Less: Accrued Depreciation                                             (667,042)
                                                                       -------- 

Depreciated Cost of Improvements:                                    $2,668,170

Plus: Estimated Land Value by Market Comparison:                        280,000
                                                                        -------

Value Indicated by the Cost Approach:                                $2,948,170

                        Stabilized Value Estimate, Rounded           $2,950,000
                        Less: Lease-Up Costs to Stabilization                 0
                                                                              -
                        Cost Approach As Is Value Estimate:          $2,950,000


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 69
<PAGE>

                                                       SALES COMPARISON APPROACH
================================================================================

Introduction

      The application of this approach produces an estimate of value by
comparing the subject with properties which recently sold or which are currently
offered for sale in the same or competing areas. This approach is most viable
when an adequate number of properties of similar type have been sold recently.
The sales comparison approach is essential to almost every appraisal of real
property.

      In applying the sales comparison approach, the appraiser must complete
five steps:

      1.    Seeks out similar properties for which pertinent sales, listings,
            offerings, and/or rental data are available.

      2.    Ascertains the nature of the conditions of sale, including the
            price, terms, motivating forces, and its bona fide nature.

      3.    Analyzes each of the comparable properties' important attributes
            with the corresponding ones of the property being appraised, under
            the general divisions of conditions of sale, financing terms, market
            conditions (time), location, physical characteristics and income
            characteristics.

      4.    Considers the dissimilarities in the characteristics disclosed in
            Step 3, in terms of their probable effect on the sale price.

      5.    Formulates, in light of the comparison thus made, an opinion of the
            relative value of the subject property as a whole, or where
            appropriate, by applicable units, compared with each of the similar
            properties.

      After completing the necessary research, the property sales on the
following pages are considered the most comparable available transactions for
analysis and comparison with the subject.


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 70
<PAGE>

                                              Sales Comparison Approach, cont'd.
================================================================================


                                                  Comparable Improved Sales Data
================================================================================


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 71
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 1:
================================================================================

PROJECT DATA

     Comp_Code:  220

  Project Name:  Southland Plaza Shopping Center

      Location:  Hwy. 31 South, Decatur, AL

        County:  Morgan

       Grantor:  JMC Properties, Inc.

       Grantee:  JDN Realty

PROPERTY DATA

 Net Rentable Area (SF):  123,031

              Land Size:  11.00 Acres

    Land/Building Ratio:  4:1

             Year Built:  1970 & 1996

              Occupancy:  97%

           Construction:  1-story masonry with brick veneer

              Condition:  Good

         Anchor Tenants:  Food World (41.6%)

Date of Sale:    02/01/97            Book/Page:           1643   /    0569

Map(s):          52-03-09-32             2

Parcel(s):       00-004

TRANSACTION DATA

Actual Consideration:   $6,800,000         Cash Equivalent:  $6,800,000

Financing:              All cash to seller

First Mortgage:         $0

Other Mortgages:        $0

Total Mortgages:        $0                 Actual Equity:         $6,800,000

Verified By:            Laurie Ferris (615-292-5288)


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 72
<PAGE>

                                    Retail Center Sale Comparable No. 1, cont'd.
================================================================================

        OPERATING DATA:                      Total $       Per SF       % of GAI

   Gross Annual Income:                     $898,970        $7.31       100.00%

          Less Vacancy:                     ($28,000)      ($0.23)      -3.11%
                                           ---------       ------       ------

Effective Gross Income:                     $870,970        $7.08        96.89%

         Less Expenses:                    ($144,336)      ($1.17)      -16.06%
                                           ---------       ------       ------

  Net Operating Income:                     $726,634        $5.91        80.83%

          Debt Service:                          N/A        $0.00         0.00%
                                           ---------       ------       ------

             Cash Flow:                     $726,634        $5.91        80.83%

UNITS OF COMPARISON                          Actual

                GIM:                          7.56
                                          
      Effective GIM:                          7.81
                                          
       Overall Rate:                        10.69%
                                          
    Equity Dividend:                        10.69%
                                          
 Sales Price Per SF:                        $55.27

COMMENTS:   The Food World anchor building was recently completed in 1996. At
            the time of sale only 2,700 SF of local shop space was vacant. The
            Food World Grocery Store has 51,207 SF. Two of the other small
            tenants are Movie Galley & the state liquor store. The buyers
            expenses are based on taxes of $0.41/SF, insurance of $0.08/SF, CAM
            of $0.30/SF, Reserves of $0.10/SF and a management fee of 4%. The
            vacancy is based on 5% of local shop space. The gross annual income
            includes expense recovery income.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 73
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 2:
================================================================================

PROJECT DATA

     Comp_Code:  219

  Project Name:  Pine Valley Shopping Center

      Location:  3600 South College Road, Wilmington, NC

        County:  New Hanover

       Grantor:  Prime Properties Ventures, LLC

       Grantee:  Pine Valley Commercial Center Number One

PROPERTY DATA

 Net Rentable Area (SF):  60,000

              Land Size:  5.38

    Land/Building Ratio:  3.9:1

             Year Built:  1990

              Occupancy:  100%

           Construction:  1-story masonry with stucco cover

              Condition:  Good

         Anchor Tenants:  Food Lion and Revco (71%)

Date of Sale:    04/28/96            Book/Page:           2024   /    927

Map(s):           N/A

Parcel(s):        N/A

TRANSACTION DATA

Actual Consideration:   $4,400,000         Cash Equivalent:  $4,400,000

Financing:              All cash to seller.

First Mortgage:         $0

Other Mortgages:        $0

Total Mortgages:        $0                 Actual Equity:         $4,400,000

Verified By:            Phil Krauss


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 74
<PAGE>

                                    Retail Center Sale Comparable No. 2, cont'd.
================================================================================

        OPERATING DATA:                      Total $       Per SF       % of GAI

   Gross Annual Income:                     $478,952        $7.98       100.00%

          Less Vacancy:                     ($14,369)      ($0.24)      -3.00%
                                           ---------       ------       ------

Effective Gross Income:                     $464,583        $7.74        97.00%

         Less Expenses:                     ($24,583)      ($0.41)      -5.13%
                                           ---------       ------       ------

  Net Operating Income:                     $440,000        $7.33        91.87%

          Debt Service:                           $0        $0.00         0.00%
                                           ---------       ------       ------

             Cash Flow:                     $440,000        $7.33        91.87%




UNITS OF COMPARISON                          Actual

                GIM:                          9.19

      Effective GIM:                          9.47

       Overall Rate:                         10.00%

    Equity Dividend:                         10.00%

 Sales Price Per SF:                        $73.33

COMMENTS:   This neighborhood center is in a good location in a growth corridor
            south of Wilmington. The buyer indicated that approximately 85% of
            the cash flow was derived from a credit tenant base. The buyer also
            indicated that the center was purchased on a 10% overall
            capitalization rate. The appraisers only had access to the NOI.
            Therefore, the appraisers have estimated the gross income, vacancy
            and expenses.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 75
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 3:
================================================================================

PROJECT DATA

     Comp_Code:  204

  Project Name:  North Nixson Marketplace Shopping Center

      Location:  Hixson Place and Camp Columbus Road, Chattanooga, TN

        County:  Hamilton

       Grantor:  North Nixson, LLC

       Grantee:  Amberjack, Ltd.

PROPERTY DATA

 Net Rentable Area (SF):  63,270

              Land Size:  9.24 acres

    Land/Building Ratio:  6.4:1

             Year Built:  1995

              Occupancy:  96%

           Construction:  1-story with split face block

              Condition:  Good

         Anchor Tenants:  Winn Dixie & Big "B" Drugs (83%)

Date of Sale:    03/15/96            Book/Page:              N   /    A

Map(s):           N/A

Parcel(s):        N/A

TRANSACTION DATA

Actual Consideration:   $4,760,000         Cash Equivalent:  $4,760,000

Financing:              All cash to seller.

First Mortgage:         $0

Other Mortgages:        $0

Total Mortgages:        $0                   Actual Equity:       $4,760,000

Verified By:            Dick Schmalz (205-871-23617)


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 76
<PAGE>

                                    Retail Center Sale Comparable No. 3, cont'd.
================================================================================

        OPERATING DATA:                      Total $       Per SF       % of GAI

   Gross Annual Income:                     $623,083        $9.85       100.00%

          Less Vacancy:                     ($13,057)      ($0.21)      -2.10%
                                           ---------       ------       ------

Effective Gross Income:                     $610,026        $9.64        97.90%

         Less Expenses:                    ($127,697)      ($2.02)      -20.49%
                                           ---------       ------       ------

  Net Operating Income:                     $482,329        $7.62        77.41%

          Debt Service:                           $0        $0.00         0.00%
                                           ---------       ------       ------

             Cash Flow:                     $482,329        $7.62        77.41%

UNITS OF COMPARISON                          Actual

                GIM:                          7.64

      Effective GIM:                          7.80

       Overall Rate:                        10.13%

    Equity Dividend:                        10.13%

 Sales Price Per SF:                        $75.23

COMMENTS:   This is a one-story neighborhood shopping center with split-face
            conc. block exterior walls and synthetic stucco on a steel stud
            canopy. Other tenants are Movie Gallery and Sally's Beauty Salon.
            Tenant expenses are CAM, taxes and insurance. At the time of sale,
            there were two vacant local shops containing 2,400 SF. Expense
            contributions included in potential gross income and local vacancy.
            The vacancy is based on 10% of local shop income plus expense
            contributions. The expenses are based on 4% management, excluding
            contributions, $1.59/SF for taxes, CAM and insurance plus $0.10/SF
            for reserves. The estimated expenses were consistent with Grantor's
            proforma. Average local shop space rent for leased space was
            $10.45/SF.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 77
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 4:
================================================================================

PROJECT DATA

     Comp_Code:  203

  Project Name:  Village at Moody Shopping Center

      Location:  NEC of IH-20 and US Highway 411, Moody, AL

        County:  St. Clair

       Grantor:  FS Partnership, Ltd.

       Grantee:  Birmingham Realty

PROPERTY DATA

 Net Rentable Area (SF):  60,800

              Land Size:  8.43 acres

    Land/Building Ratio:  6:1

             Year Built:  1995

              Occupancy:  Good

           Construction:  1-story masonry

              Condition:  100%

         Anchor Tenants:  Winn Dixie (72.4%)

Date of Sale:    02/14/96            Book/Page:            261   /    313

Map(s):           59-26-2-10-           0-1

Parcel(s):        16.000

TRANSACTION DATA

Actual Consideration:   $4,485,000         Cash Equivalent:  $4,485,000

Financing:              Loan assumption.

First Mortgage:         $3,000,000

Other Mortgages:        $0

Total Mortgages:        $3,000,000           Actual Equity:       $1,485,000

Verified By:            Paul Spina (205-733-1131)


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<PAGE>

                                    Retail Center Sale Comparable No. 4, cont'd.
================================================================================

        OPERATING DATA:                      Total $       Per SF       % of GAI

   Gross Annual Income:                     $533,922        $8.78       100.00%

          Less Vacancy:                      ($9,920)      ($0.16)      -1.86%
                                           ---------       ------       ------

Effective Gross Income:                     $524,002        $8.62        98.14%

         Less Expenses:                     ($90,572)      ($1.49)      -16.96%
                                           ---------       ------       ------

  Net Operating Income:                     $433,430        $7.13        81.18%

          Debt Service:                           $0        $0.00         0.00%
                                           ---------       ------       ------

             Cash Flow:                     $433,430        $7.13        81.18%

UNITS OF COMPARISON                          Actual

                GIM:                          8.40

      Effective GIM:                          8.56

       Overall Rate:                          9.66%

    Equity Dividend:                           N/A

 Sales Price Per SF:                        $73.77

COMMENTS:   The in-line one-story masonry neighborhood shopping center has brick
            veneer on the front and sides. Concrete block covers the rear. At
            the time of sale, this center was less than one year old and did not
            have a complete year of operating history. Potential gross income
            includes contract rent plus estimated expense contributions. The
            expenses include a 4% management fee, taxes at $0.58/SF. This center
            is located at the northeast corner of IH-20 and US Highway 411 in
            Moody Alabama. This area is a rapidly growing commercial district in
            the Birmingham/Atlanta interstate corridor.


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<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 5:
================================================================================

                               [GRAPHIC OMITTED]


PROJECT DATA

     Comp_Code:  221

  Project Name:  Oak Harbor Square

      Location:  200-214 E. Beach Blvd./ US-90, Long Beach, MS

        County:  Harrison

       Grantor:  Breslin Realty

       Grantee:  Realty Trust Group

PROPERTY DATA

 Net Rentable Area (SF):  129,000

              Land Size:  6.40 Acres

    Land/Building Ratio:  2.2:1

             Year Built:  1990

              Occupancy:  100%

           Construction:  Masonry

              Condition:  Good

         Anchor Tenants:  K-Mart & Sav-A-Center (95%)

Date of Sale:    09/19/96            Book/Page:           1348   /    391


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 80
<PAGE>

                                    Retail Center Sale Comparable No. 5, cont'd.
================================================================================

Map(s):           62G-01

Parcel(s):        001.003

TRANSACTION DATA

Actual Consideration:   $6,000,000         Cash Equivalent:  $6,000,000

Financing:              All cash to seller.

First Mortgage:         $0

Other Mortgages:        $0

Total Mortgages:        $0                   Actual Equity:  $6,000,000

Verified By:            Andy Weigel (760-341-3166) and

        OPERATING DATA:                      Total $       Per SF       % of GAI

   Gross Annual Income:                     $807,000        $6.26       100.00%

          Less Vacancy:                      ($3,900)      ($0.03)      -0.48%
                                           ---------       ------       ------

Effective Gross Income:                     $803,100        $6.23        99.52%

         Less Expenses:                    ($254,000)      ($1.97)      -31.47%
                                           ---------       ------       ------

  Net Operating Income:                     $549,100        $4.26        68.05%

          Debt Service:                           $0        $0.00         0.00%
                                           ---------       ------       ------

             Cash Flow:                     $549,100        $4.26        68.05%

UNITS OF COMPARISON                          Actual

                GIM:                          7.43

      Effective GIM:                          7.47

       Overall Rate:                          9.15%

    Equity Dividend:                          9.15%

 Sales Price Per SF:                        $46.51

COMMENTS:   This transaction was a 1031 exchange. Other tenants are Super Video
            and Fantastic Sam's. This property is located on the north side of
            US-90, which runs parallel with the beach. Immediately south of
            US-90 is a pleasure boat marina. The owner provided limited data
            regarding income expenses, therefore, the appraiser estimated some
            of the operating data. The gross annual income includes the expense
            recovery. The taxes, insurance and CAM are based on the buyer's
            proforma $1.61/SF. The expense also includes 4% management, $0.10/SF
            reserves and $0.01/SF for administration. Vacancy is based on 5% of
            local shop income.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 81
<PAGE>

                              ====================
                              COMPARABLE SALES MAP
                              ====================

                               [GRAPHIC OMITTED]


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 82
<PAGE>

                                            SALES COMPARISON APPROACH - ANALYSIS
================================================================================

Comparable Improved Sales Summary

<TABLE>
<CAPTION>
================================================================================================
Sale No.           Subject             1             2              3            4             5
- ------------------------------------------------------------------------------------------------
<S>                <C>          <C>           <C>            <C>          <C>           <C>
Name/Address                   Southland   Pine Valley   North Nixson   Village at    Oak Harbor
                                   Plaza      Shopping    Marketplace        Moody        Square
                                Shopping       Center,       Shopping     Shopping      Shopping
                                 Center,   Wilmington,        Center,      Center,       Center,
                             Decatur, AL            NC   Chattanooga,    Moody, AL   Long Beach,
                                                                   TN                         MS
- ------------------------------------------------------------------------------------------------
Sale Date          Current      02/01/97      04/28/96       03/15/96     02/14/96      09/19/96
- ------------------------------------------------------------------------------------------------
Year Built            1988   1970 & 1996          1990           1995         1995          1990
- ------------------------------------------------------------------------------------------------
Occupancy             100%           97%          100%            96%         100%          100%
- ------------------------------------------------------------------------------------------------
Size(SF)            68,566       123,031        60,000         63,270       60,800       129,000
- ------------------------------------------------------------------------------------------------
% Credit/ Anchor       84%           42%           71%            83%          72%           95%
- ------------------------------------------------------------------------------------------------
SP/SF                  N/A        $55.27        $73.33         $75.23       $73.77        $46.51
- ------------------------------------------------------------------------------------------------
NOI/SF               $4.50         $5.91         $7.33          $7.62        $7.13         $4.26
- ------------------------------------------------------------------------------------------------
GIM                    N/A          7.56          9.19           7.64         8.40          7.43
- ------------------------------------------------------------------------------------------------
NOI/GPI             74.11%        80.83%        91.87%         77.41%       81.18%        68.05%
================================================================================================
</TABLE>

Note:   All transaction data in the chart reflects cash equivalency and/or other
        adjustments applied in the comparable sale summary sheets.

Introduction

      A search for comparable sales within the subject neighborhood and
competitive locales was conducted by the appraiser. The appraiser consulted with
local real estate agents knowledgeable of the subject market and researched
public records for pertinent information. Only one comparable shopping center
sale was located in the general area, which was Sale No. 5 in Long Beach,
Mississippi. Therefore, the research was expanded to similar locations of the
southeast region of the country for relatively recent comparable sales. The
sales used herein represent the most comparable data available at the time of
the report.

Comparison of Important Factors Affecting SP/SF

      All property characteristics of the comparable sales and the subject
property have been analyzed by the appraisers. The following summarizes the
comparison of primary factors of the comparable sales affecting value as
compared to the subject.

Subject:
      Primary Negative Factors:      NOI/SF prior to adjustments
      Primary Positive Factors:      Percentage anchor tenants


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<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
================================================================================

Sale No. 1 - Southland Plaza Shopping Center, Decatur, AL:
     Inferior Factors
       Compared to Subject:   Lower percentage of anchor space
     Superior Factors
       Compared to Subject:   NOI/SF
     Overall Comparison
       to Subject:            Superior before adjustments; slightly inferior
                              after adjustments

Sale No. 2 - Pine Valley Shopping Center, Wilmington, NC:
     Inferior Factors
       Compared to Subject:   None
     Superior Factors
       Compared to Subject:   Superior market; NOI/SF
     Overall Comparison
       to Subject:            Superior before adjustment and similar after

Sale No. 3 - North Nixson Marketplace Shopping Center, Chattanooga, TN:
     Inferior Factors
       Compared to Subject:   None
     Superior Factors
       Compared to Subject:   Superior market; NOI/SF
     Overall Comparison
       to Subject:            Superior before adjustment and similar after

Sale No. 4 - Village at Moody Shopping Center, Moody, AL:
     Inferior Factors
       Compared to Subject:   None
     Superior Factors
       Compared to Subject:   Slightly newer center; NOI/SF
     Overall Comparison
       to Subject:            Superior before adjustment and similar after

Sale No. 5 - Oak Harbor Square Shopping Center, Long Beach, MS:
     Inferior Factors
       Compared to Subject:   None
     Superior Factors
       Compared to Subject:   Higher percentage of anchor space
     Overall Comparison
       to Subject:            Superior before adjustments and after

Most Comparable Sales:        Nos. 2, 3 and 4

      Comment: Sale Nos. 2, 3 and 4 have the most similar income and risk
characteristics as the subject. This is primarily related to the percent of
anchor space and the risk associated with the anchors. Sale No. 5, which is
located along the Mississippi Gulf Coast, has a significantly superior anchor
percentage of 95%. Kmart has had financial difficulties due to competition from
stronger competitors and has undergone significant fiscal restructuring with the
closing of several hundred stores in 1995 and 1996; however, discussions with
brokers and investors indicate that Kmart is


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 84
<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
================================================================================

no longer considered a high risk tenant because most store closings have been
announced. Thus, despite its proximity to the subject, the anchor is considered
inferior to the subject. Sale Nos. 3 and 4 both have Winn Dixie as anchor
tenants. Thus, the adjusted price per square foot range of Sale Nos. 2, 3 and 4
are most comparable to the subject property and given most weight.

Sale Price Per Square Foot Method

Description:                        The Price Per Square Foot indicator is a
                                    general common denominator which encompasses
                                    all influences without specifically
                                    identifying their impact. It is most
                                    affected by location, size, age/condition,
                                    and existing leases at above or below market
                                    levels, if a rental property. This indicator
                                    is derived by dividing the sales price by
                                    the net rentable area.

NOI/SF Adjustment Technique:        A wide range produced by this method
                                    indicates that the comparable sales have
                                    varying income-producing capabilities
                                    attributable to differences in age,
                                    location, size and quality. In order to
                                    adjust for these differences, a multiplier
                                    is obtained by dividing the subject's NOI/SF
                                    by the NOI/SF of each comparable sale. The
                                    resulting multiplier is then applied to the
                                    sales price/SF of each comparable resulting
                                    in an indicated sale price/SF for the
                                    subject property. The following grid
                                    displays this technique. 

NOI/SF Adjustment Analysis

            Sale No.       NOI/SF         SP/SF       Multiplier     Adj. SP/SF
            --------       ------         -----       ----------     ----------

             Subj.         $4.50           ----          ----           ----

               5           $4.26          $46.51        1.0564         $49.13

               1           $5.91          $55.27        0.7615         $42.09

               4           $7.13          $73.77        0.6312         $46.56

               2           $7.33          $73.33        0.6139         $45.02

               3           $7.62          $75.23        0.5906         $44.43

                  Note:  Above chart is sorted based on ascending NOI/SF's.

      Comments/Analysis: Additional subjective adjustments may be required based
on unquantifiable factors not recognized in the NOI/SF adjustment. Examples are
investment grade compared to owner occupancy, quality of tenants, conditions of
sale and other intangible factors. Sale Nos. 2, 3 and 4 are the most similar to
the subject in income producing ability, tenant mix, and location. Based on the
adjusted sale price per square foot of the previously identified most comparable
sales and considering the sale requiring the least adjustment the indicated
market value per square foot range for the subject property is $44.50 to $46.50.
The calculations are presented as follows.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 85
<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
================================================================================

                            SP/SF Method Calculations

                                                           Value Est.,
                 Size                  SP/SF Est.            Rounded

          68,566      SF        x        $44.50      =      $3,050,000


          68,566      SF        x        $46.50      =      $3,190,000

Gross Income Multiplier Method

Description:                        The Gross Income Multiplier illustrates the
                                    relationship between the sales price and the
                                    revenue stream of a property. Investments
                                    are often acquired on the basis of a
                                    multiple either of their current or
                                    potential income flow. Because this
                                    indicator is a good reflection of the
                                    motives of purchasers, it is considered to
                                    be a realistic assessment of market
                                    tendencies.

NOI/Gross Potential Income
  Ratio Comparison of GIM's:        GIM's are typically influenced by the
                                    relationship between the net operating
                                    income and gross potential income as
                                    measured by the net operating income to
                                    gross income ratio (NOI/GPI ratio). The
                                    sales with the most similar NOI/GPI ratios
                                    are typically considered to be the most
                                    comparable to the appraised property all
                                    other factors being equal. The following
                                    chart summarizes the comparison of the GIM's
                                    to the comparable sales' NOI/GPI ratio as
                                    well as comparing the NOI/GPI ratio of the
                                    comparable sales to the subject's NOI/GPI
                                    ratio.

                            NOI/GPI to GIM Comparison

                  Sale No.        NOI/GPI %           GIM
                  --------        ---------           ---
                      5             68.05%            7.43
                    Subj.           74.11%            ----
                      3             77.41%            7.64
                      1             80.83%            7.56
                      4             81.18%            8.40
                      2             91.87%            9.19

                 Note:  Above chart is sorted based on ascending NOI/GPI's.

      Comment/Analysis: Sale No. 2's NOI/GPI % reflects the enclusion of the
expense recovery in the gross income, which results in a higher GIM and higher
NOI/GPI % as


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               age 86
<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
================================================================================

compared tothe remaining sales and the subject, which do include the expense
recovery in the gross rental income. Based on the comparison in the previous
chart and considering the general characteristics of the transactions as
compared to the subject previously discussed, the subject's GIM should be at or
slightly below Sale No. 5 and at or slightly below Sale No. 3. Thus, the GIM
range estimated for the subject is 7.40x to 7.60x after considering the factors
noted above. The calculations for this method are presented below.

                                GIM Calculations

                                                        Value Est.,
            Gross Inc.              GIM Est.              Rounded

             $416,326        x        7.40        =      $3,080,000

             $416,326        x        7.60        =      $3,160,000

Sales Comparison Approach - Reconciliation

                             Summary of Value Ranges

              Method                   Value Range
                          -------------------------------------

              SP/SF:        $3,050,000      to     $3,190,000

              GIM:          $3,080,000      to     $3,160,000

      Comment/Analysis: Although all three of the sales have similar tenant
mixes with small shop space, Sale Nos. 2, 3 and 4 have a slightly stronger
income producing ability than the subject. This is most likely related to their
locations in stronger markets which in turn promote a higher sales volume for
the retailers. However, the NOI/SF adjustment utilized in the sales price per
square foot technique recognizes these factors. With equal consideration placed
upon the sales price per square foot method and GIM method, a value at the mid
lower range of the sales price per square foot value range is reasonable.

      The value ranges previously derived represent an as stabilized value range
for the subject property. Therefore, there are no deductions for the prospective
value upon completion.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 87
<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
================================================================================

                            Sales Comparison Approach
                              As Is Value Estimate

              Current Stabilized Value               $3,100,000
              Estimate

              Less: Deferred Maintenance                      0

              Less: Lease-Up Costs to
              Stabilization                                   0
                                                     ----------
              As Is Value Estimate                   $3,100,000
                                                     ==========

      As a result, the value estimate as indicated by the sale comparison
approach, is reconciled as follows.

Sales Comparison Approach Value Estimate:     $3,100,000

      Implied SP/SF:                            $45.21

      Implied GIM:                                9.32


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 88
<PAGE>

                                                  INCOME CAPITALIZATION APPROACH
================================================================================

Introduction

      The income capitalization approach is the procedure in appraisal analysis
which converts anticipated benefits (dollar income or amenities) to be derived
from the ownership of property into a value estimate. Anticipated future income
and/or reversions are discounted to a present worth figure through the
capitalization process.

      This approach, like the cost and sales comparison approaches, requires
extensive market research. Specific areas that an appraiser investigates for
this approach are the property's gross income expectancy, the expected reduction
in gross income from lack of full occupancy and collection loss, the expected
annual operating expenses, the pattern and duration of the property's income
stream, and the anticipated value of the resale of other real property interest
reversions. When accurate income and expense estimates are established, the
income streams are converted into present value by the process of
capitalization. The rates or factors used for capitalization are derived by the
investigation of acceptable rates of return for similar properties.

      The income capitalization approach is generally applied in appraising
income-producing properties. The quantity, quality and durability of the income
stream must be considered in estimating the economic rent of an income-producing
property.

      Quantity:         Rental comparables have been gathered from similar
                        properties to show current market rents.

      Quality:          This is a measure of the strength of the tenant that
                        could be expected to occupy the subject (i.e., AAA,
                        regional, local, etc.).

      Durability:       This is reflected in the vacancy of the area.

      In order to analyze contractual rentals of the subject and determine the
economic rent potential of the available space, a survey was conducted of
similar developments.

      The pages which follow will summarize the comparable rental data utilized
in the appraisal of the subject property. While this study does not include all
competitive space, it is useful in determining patterns of occupancy and
economic levels of rent.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 89
<PAGE>

                                         Income Capitalization Approach, cont'd.
================================================================================


                                                 Comparable Improved Rental Data
================================================================================


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 90
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 1:
================================================================================

                               [GRAPHIC OMITTED]

PROJECT DATA

  Project Name:  Delchamps Plaza Shopping Center

      Location:  4101-4227 Denny Avenue/US-90, Pascagoula, MS

        County:  Jackson

PROPERTY DATA

     Rentable Area (SF):  154,771

             Year Built:  1996 renovation

           Construction:  1-story masonry

             Bay Depths:  60'

         Anchor Tenants:  Delchamps, K&B Drugs and Wal-Mart*

RENTAL DATA

         Quoted Rate/SF:  $10.00 to $12.00

     Existing Rate Range

         Anchor Tenants:  N/A

             Spec Space:  N/A

       Restaurant Space:  N/A


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 91
<PAGE>

                                           Retail Rent Comparable No. 1, cont'd.
================================================================================

LEASE TERMS

            Lease Basis:  Triple-net

     Typical Lease Term:  3 to 5 years

             CAM Charge:  $1.90

       Escalator Clause:  CPI

             Finish-Out:  $2.00

      Rental Concessions  None

Occupancy Rate:     100%                 Historical Occupancy Rate:  N/A

Verified By:        Debbie Rogers (800-864-2777)

Date:               08/21/97                             Comp_Code:  318

COMMENTS:   *The Wal-Mart store is separately owned parcel of property from the
            rest of the shopping center. The 154,771 SF does not include the
            Wal-Mart space. Other major tenants are Radio Shack, Northwest
            Financial, Friedman's Jewelers and Payless Shoes.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 92
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 2:
================================================================================

                               [GRAPHIC OMITTED]

PROJECT DATA

  Project Name:  Chicot Crossing Shopping Center

      Location:  3419-3517 Denny Avenue/US-90, Pascagoula, MS

        County:  Jackson

PROPERTY DATA

     Rentable Area (SF):  122,360

             Year Built:  1996

           Construction:  1-story masonry

             Bay Depths:  62' to 100'

         Anchor Tenants:  Winn-Dixie, Harco and Goody's

RENTAL DATA

         Quoted Rate/SF:  $12.00

     Existing Rate Range

         Anchor Tenants:  $6.40 to $7.00/SF

             Spec Space:  N/A

       Restaurant Space:  N/A


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 93
<PAGE>

                                           Retail Rent Comparable No. 2, cont'd.
================================================================================

LEASE TERMS

            Lease Basis:  Triple-Net

     Typical Lease Term:  5-years

             CAM Charge:  $0.69/SF

       Escalator Clause:  Negotiable

             Finish-Out:  None

      Rental Concessions  None

Occupancy Rate:     91%                  Historical Occupancy Rate:  N/A

Verified By:        Rob Newton

Date:               08/22/97                             Comp_Code:  323

COMMENTS:   This center is located at the northeast corner of Denny Avenue/US-90
            and Chicot Road. Winn-Dixie is on an absolute-net lease. US-90 is a
            heavily trafficked four-lane highway with turn lanes and a two-way
            parallel service road.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 94
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 3:
================================================================================

                            PHOTOGRAPH NOT AVAILABLE

PROJECT DATA

  Project Name:  Southgate Plaza Shopping Center

      Location:  3508 Main Street/SR-613, Moss Point, MS

        County:  Jackson

PROPERTY DATA

     Rentable Area (SF):  108,064

             Year Built:  1979

           Construction:  1-story masonry

             Bay Depths:  70'

         Anchor Tenants:  None; see comments

RENTAL DATA

         Quoted Rate/SF:  $5.00

     Existing Rate Range

         Anchor Tenants:  N/A

             Spec Space:  N/A

       Restaurant Space:  N/A


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 95
<PAGE>

                                           Retail Rent Comparable No. 3, cont'd.
================================================================================

LEASE TERMS

            Lease Basis:  Gross

     Typical Lease Term:  1 to 3 years

             CAM Charge:  Gross

       Escalator Clause:  No

             Finish-Out:  Negotiable

      Rental Concessions  Negotiable

Occupancy Rate:     96%                  Historical Occupancy Rate:  N/A

Verified By:        Lee Farrio (601-497-2808)

Date:               08/21/97                             Comp_Code:  324

COMMENTS:   The anchor space used to be occupied by Winn-Dixie until they moved
            in March 1996. Winn-Dixie moved to a new location on Denny
            Avenue/US-90. Winn-Dixie still has time left on the lease term past
            2001. The parking lot has space for 561 automobiles. Some of the
            local shop space is located in a mini-mall within the property.


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 96
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 4:
================================================================================

                               [GRAPHIC OMITTED]

PROJECT DATA

  Project Name:  Deep South Shopping Center

      Location:  1604-1740 Denny Avenue/US-90, Pascagoula, MS

        County:  Jackson

PROPERTY DATA

     Rentable Area (SF):  60,000

             Year Built:  1961

           Construction:  1-story masonry

             Bay Depths:  100' to 150'

         Anchor Tenants:  Sav-Rex Drugs

RENTAL DATA

         Quoted Rate/SF:  $4.00 to $7.00/SF

     Existing Rate Range

         Anchor Tenants:  N/A

             Spec Space:  N/A

       Restaurant Space:  N/A


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 97
<PAGE>

                                           Retail Rent Comparable No. 4, cont'd.
================================================================================

LEASE TERMS

            Lease Basis:  Triple-Net

     Typical Lease Term:  3 to 5 years

             CAM Charge:  $0.08/SF

       Escalator Clause:  None

             Finish-Out:  None

      Rental Concessions  None

Occupancy Rate:     90%                  Historical Occupancy Rate:  N/A

Verified By:        Nicky Vance

Date:               08/20/97                             Comp_Code:  321

COMMENTS:   This property's location can be further described as being at the
            southeast corner of Denny Avenue/US-90 and Market Street. Other
            major tenants are Family Dollar and Tower Loan.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 98
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 5:
================================================================================

                               [GRAPHIC OMITTED]

PROJECT DATA

  Project Name:  Sea Shores Plaza Shopping Center

      Location:  3051 Bienville Blvd/US-90, Ocean Springs, MS

        County:  Jackson

PROPERTY DATA

     Rentable Area (SF):  207,572

             Year Built:  1983

           Construction:  1-story masonry

             Bay Depths:  60' (local space)

         Anchor Tenants:  Delchamps and Wal-Mart*

RENTAL DATA

         Quoted Rate/SF:  $8.00 to $12.00

     Existing Rate Range

         Anchor Tenants:  N/A

             Spec Space:  N/A

       Restaurant Space:  N/A


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 99
<PAGE>

                                           RETAIL RENT COMPARABLE NO. 5, cont'd.
================================================================================

LEASE TERMS

            Lease Basis:  Triple-Net

     Typical Lease Term:  3 to 5 years

             CAM Charge:  $1.37/SF

       Escalator Clause:  5%

             Finish-Out:  Negotiable

      Rental Concessions  None

Occupancy Rate:     95%                  Historical Occupancy Rate:  N/A

Verified By:        Don Eder (800-662-8966)

Date:               08/19/97                             Comp_Code:  322

COMMENTS:   This property is located in the northwest quadrant of Ocean Springs
            Road and Bienville Blvd/US-90. *The Wal-Mart property is located
            next to and adjacent to this shopping center, but is not included
            with the 207,572 SF. The sub-anchor space known as Amber's Arts and
            Crafts was vacated as of June 1997 by the tenant, which has recently
            sublet the space.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 100
<PAGE>

                               ===================
                               COMPARABLE RENT MAP
                               ===================

                               [GRAPHIC OMITTED]


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 101
<PAGE>

                                              ANALYSIS OF POTENTIAL GROSS INCOME
================================================================================

Current Subject Property Status

                       Subject Existing Rent Roll Summary

<TABLE>
<CAPTION>
==================================================================================================
                                                             Lease
                                           Lease     Lease    Term              Lease
Suite #Tenant                Size (SF)     Begin       End  (Yrs.)     Rent/SF   Type  Annual Rent
- --------------------------------------------------------------------------------------------------
<S>    <C>                      <C>        <C>       <C>       <C>       <C>      <C>     <C>     
  1    Bruno's (Food World)     47,802     03/88     04/13     25        $3.77    NNN     $180,000
- --------------------------------------------------------------------------------------------------
  2    Big 'B'/Revco Drugs      10,064      ----      ----      8        $6.81    NNN      $68,536
- --------------------------------------------------------------------------------------------------
  3    Hale's                    5,600     12/95     09/01      5        $7.25    NNN      $40,600
- --------------------------------------------------------------------------------------------------
  4    Movies and More           5,100      ----      ----  M-T-M        $4.24    NNN      $21,600
- --------------------------------------------------------------------------------------------------
Total/Average                   68,566     Square Feet                   $4.53            $310,736
==================================================================================================
</TABLE>

      Note:  Vacant Space Current Rent/SF input at market rent estimates.

Tenancy:                      Multi-tenant
Square Feet Occupied:         68,566 SF
Square Feet Vacant - Shell:   0 SF
Square Feet Vacant -
  2nd Generation:             0 SF
Rent Trend:                   Stable
Historical Tenant Finish:
     New Lease:               None
     Refinish:                None

      Comments/Analysis: The most recent lease is Hale's in August of 1996 the
rental rate is $7.25/SF for 5-years. The typical expense recovery for the center
is the standard triple net lease in which taxes, insurance and common area
maintenance (CAM) is recovered from the tenant. However, two tenants, Hale's and
Movie's and More, does pay, in addition, their pro rata share of the management
fee.

Special Tenant Situations
     Big B/Revco/CVS:         The lease space is currently vacant with the
                              tenant paying rent. The drugstore industry has
                              been undergoing significant changes with numerous
                              mergers and acquisitions as larger or financially
                              stronger national drug companies acquire smaller
                              companies, or financially strong companies acquire
                              or swap stores in an effort to strengthen a
                              regional presence. Revco had acquired Big B, a
                              former Bruno's, Inc. subsidiary. By early spring
                              1997, CVS had acquired Revco. Each of these
                              acquisitions resulted in improved credit ratings
                              for the tenant. However, the opening of the store
                              has been placed on hold subject to review by CVS
                              as it determines its position in this market.
                              Given the credit of


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 102
<PAGE>

                                     Analysis of Potential Gross Income, cont'd.
================================================================================

                              CVS, this is not considered a risk to the tenant's
                              future rental income. In addition, the location
                              and influence of this space and tenant are not a
                              significant influence on the marketability of the
                              remaining local shop space.

     Movies and More:         This is a month-to-month lease that is currently
                              under negotiation. The $4.24/SF lease rate
                              presented is the current rent the tenant is
                              paying. However, as will be shown, the market
                              rental rate for this space is higher. The landlord
                              has proposed a rental rate of $8.50/SF. However,
                              the tenant has indicated it cannot pay more than
                              the current rent. Therefore, management is keeping
                              Movies and More on a month-to-month basis until
                              another tenant is found. If Movies and More moves
                              out, the 85' wide space with desirable 60' depth
                              can easily be subdivided into multi-tenant space
                              at much higher rental rates. The reader is
                              referred to the Site Plan presented in the
                              Description of Improvements section for a visual
                              depiction of the space.

Comparable Rental Analysis/Subject Estimated Market Rents

Introduction

      In order to estimate market rent rates to apply to the subject, we
surveyed similar properties in the subject neighborhood. Factors which typically
influence rental rates include location, and physical attributes such as age,
condition and design/appeal characteristics. The rent comparables presented in
this report represent the most comparable properties to the subject with respect
to age, quality of construction and location. The following chart summarizes the
comparable improved rental data previously presented.


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 103
<PAGE>

                                     Analysis of Potential Gross Income, cont'd.
================================================================================

Summary of Comparable Improved Rental Data

<TABLE>
<CAPTION>
========================================================================================
Rent No.         Subject        1           2            3           4            5
- ----------------------------------------------------------------------------------------
<S>              <C>         <C>         <C>          <C>          <C>         <C>    
                One Main    Delchamps     Chicot      Southgate               Sea Shores
                 Place        Plaza      Crossing      Plaza     Deep South     Plaza
Name/Address    Shopping     Shopping    Shopping     Shopping    Shopping     Shopping
                 Center       Center      Center       Center      Center       Center
- ----------------------------------------------------------------------------------------
Size(SF)         68,566      154,771     122,360      108,064      60,000      207,572
- ----------------------------------------------------------------------------------------
Year Built                      1996                                          
                   1988   renovation        1996         1979        1961         1983
- ----------------------------------------------------------------------------------------
Occupancy          100%         100%         91%          96%         90%          95%
- ----------------------------------------------------------------------------------------
Quoted Rate/SF             $10.00 to                             $4.00 to     $8.00 to
                    N/A       $12.00      $12.00        $5.00    $7.00/SF       $12.00
- ----------------------------------------------------------------------------------------
Tenant Expenses     N/A   Triple-net  Triple-Net        Gross  Triple-Net   Triple-Net
- ----------------------------------------------------------------------------------------
CAM Charge          N/A        $1.90    $0.69/SF        Gross    $0.08/SF     $1.37/SF
- ----------------------------------------------------------------------------------------
Rental                                                                        
Concessions         N/A         None        None   Negotiable        None         None
- ----------------------------------------------------------------------------------------
Effective Rate/SF          $10.00 to                             $4.00 to     $8.00 to
                    N/A       $12.00      $12.00        $5.00    $7.00/SF       $12.00
========================================================================================
</TABLE>

      All property characteristics of the comparable rentals and the subject
property have been analyzed by the appraisers. The following summarizes the
comparison of primary factors of the comparable rentals affecting rents as
compared to the subject.

Comparison to Subject

Subject:
     Primary Negative Factors:      None
     Primary Positive Factors:      General location along a neighborhood
                                    traffic artery

Rent No. 1 - Delchamps Plaza Shopping Center:
     Inferior Factors
       Compared to Subject:         None
     Superior Factors
       Compared to Subject:         Visibility of tenants to drive by traffic;
                                    located along Denny Avenue/US-90; located
                                    next to a Wal- Mart
     Tenant Expenses:               Similar; no adjustment required
     Overall Comparison
       to Subject:                  Superior

Rent No. 2 - Chicot Crossing Shopping Center:
     Inferior Factors
       Compared to Subject:         None


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 104
<PAGE>

                                     Analysis of Potential Gross Income, cont'd.
================================================================================

     Superior Factors
       Compared to Subject:   Located along Denny Avenue/US-90
     Tenant Expenses:         Similar; no adjustment required
     Overall Comparison
       to Subject:            Superior

Rent No. 3 - Southgate Plaza Shopping Center:
     Inferior Factors
       Compared to Subject:   Older center; no anchor; design of structure;
                              poorly maintained
     Superior Factors
       Compared to Subject:   None
     Tenant Expenses:         None
     Overall Comparison
       to Subject:            Inferior

Rent No. 4 - Deep South Shopping Center:
     Inferior Factors
       Compared to Subject:   Older center; no anchor; design of structure
     Superior Factors
       Compared to Subject:   None
     Tenant Expenses:         Similar; no adjustment required
     Overall Comparison
       to Subject:            Inferior

Rent No. 5 - Sea Shores Plaza Shopping Center:
     Inferior Factors
       Compared to Subject:   Slightly older
     Superior Factors
       Compared to Subject:   Located next to a Wal-Mart
     Tenant Expenses:         Similar; no adjustment required
     Overall Comparison
       to Subject:            Similar

Most Comparable Rentals:      Nos. 1 & 5

      Conclusions/Analysis: A comparison of the comparable rental data indicates
that some of the properties benefit from their Denny Avenue/US-90 location, the
design of the improvements, age, condition and their tenant's visibility to
drive-by traffic account for significant variances in rental rates. After
reviewing the subject's leases as well as the rent comparable data, the
following market lease rate ranges are supported for local shop space.

     Estimated Market Rate:
        <3,000 SF                         $10.00/SF
        Hale's (5,600 SF &
          70' depth):                     $7.50/SF
        Movies & More (5,100 SF
          & 60' Depth):                   $8.50/SF


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 105
<PAGE>

                                     Analysis of Potential Gross Income, cont'd.
================================================================================

      Comment: As previously noted, Movies & More could possibly be subdivided
into smaller multi-tenant space. This size space would have a market rate of
$10.00/SF if all of the space is less than 3,000 SF. However, management has
indicated they are attempting to find a single tenant replacement for this
space. Therefore, the proforma recognizes the $8.50/SF market rental rate.

     Expense Recoveries:
        Analysis:             All of the comparable retail lease rates were
                              based on a triple net basis. However, two tenants,
                              Hale's and Movie's and More, does pay, in
                              addition, their pro rata share of the management
                              fee.

        Conclusion:           Market lease rates based on the following expense
                              recovery: Triple-net, plus management fee for
                              local tenants and triple-net for the anchors.

      Inasmuch as the subject is an existing property with several leases in
place, the existing contract rents and expense recoveries are utilized for
occupied space are utilized in the Stabilized Operating Statement which follows
the Analysis of Expenses, except Movies and More. Movies and More space is
recognized at the market lease rate and expense recovery since it will
eventually be replaced.


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 106
<PAGE>

                                                            ANALYSIS OF EXPENSES
================================================================================

Expense History

                  $/SF History Compared to Appraiser's Estimate

                  Expense Item              1996     Estimate
                  ------------              ----     --------

                  Management               $0.18       $0.23

                  Taxes :                  $0.68       $0.67

                  Insurance:               $0.10       $0.10

                  CAM:                     $0.38       $0.38

                  Administration:          $0.00       $0.01

                  Reserves:                $0.00       $0.10

                  Subtotal                 $1.35       $1.48

Vacancy & Collection Loss
     Expense Description:     Vacancy & collection loss is an allowance for
                              reductions in potential income attributable to
                              vacancies, tenant turnover and nonpayment of rent.
                              The allowance is usually estimated as a percentage
                              of potential gross income, which varies depending
                              on the type and characteristics of the physical
                              property, the quality of tenants, current and
                              projected supply and demand, and general and local
                              economic conditions. The percentage rate
                              recognized reflects typical investor expectations
                              over the specific holding period assumed or
                              projected.

    Subject Data:
      Tenancy:                Multi-tenant
      Current Occupancy:      100%

    Market Data:

      Submarket:              95.6%
      Submarket Years Supply: Equilibrium

    Analysis:                 Based on a review of the market data above as well
                              as the subject's current vacancy, a vacancy and
                              collection loss of 5% of local shop space is
                              believed to appropriately recognize potential
                              tenant turnover and collection loss over the
                              holding period.


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 107
<PAGE>

                                                   Analysis of Expenses, cont'd.
================================================================================

     Estimated Vacancy &
       Collection Loss:       5% of local shop space

Management:
     Expense Description:     The subject must be considered as an investment
                              under prudent management.  A charge is made to
                              reflect either the owner's input of time and
                              attention or that of a professional agent.  The
                              expense would include the collection of rents,
                              supervision of all maintenance, etc.

     Analysis:                The proforma annual management fee for the subject
                              property is 4.0% of the Effective Gross Income.
                              This is consistent with local practices.

     Estimated Management:    4.0%

Real Estate Taxes:            See previously presented Real Estate Tax Analysis
                              for detailed analysis and expense history.

     Estimated Real Estate
        Taxes:                $45,794, or $0.67/SF

Insurance:
     Expense Description:     The subject property will be insured against
                              losses arising out of fire, casualty, and
                              liability. Other various extended coverages are
                              also provided for under this policy.

     Analysis:                The subject's expenses history reflects an expense
                              of $0.10/SF. Based on a competitive analysis of
                              other retail centers and the subject's historical
                              expense, an estimate of $0.10/SF annually is
                              judged appropriate for the subject.

     Estimated Insurance:     $0.10/SF

Common Area Maintenance (CAM):
     Expense Description:     The common area maintenance charge covers all
                              trash removal, common area maintenance, certain
                              recoverable administrative expenses, landscaping
                              charges and common area utilities and any other
                              common area expenses.

     Analysis:                The subject's expenses history reflects an expense
                              of $0.38/SF. Based on a competitive analysis of
                              other retail centers and the subject's historical
                              expense, an estimate of $0.38/SF annually is
                              judged appropriate for the subject. Therefore, the
                              CAM


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 108
<PAGE>

                                                   Analysis of Expenses, cont'd.
================================================================================

                              expense estimate is based upon the 1996 proforma
                              expenses.

     Estimated CAM:           $0.38/SF

Administration:
     Expense Description:     The administrative expense consists of non-
                              recoverable administrative expenses such as legal
                              expenses and other miscellaneous expenses that are
                              not passed through to the tenant in the common
                              area expense recovery.

     Analysis:                The subject's expenses history reflects an expense
                              of $0.00/SF. Based on a competitive analysis of
                              other retail centers and the subject's historical
                              expense, an estimate of $0.01/SF annually is
                              judged appropriate for the subject.

     Estimated 
      Administration:         $0.01/SF

Reserves:
     Expense Description:     A reserves or replacement allowance provides for
                              the periodic replacement of building components
                              that wear out more rapidly than the building
                              itself and must be replaced periodically during
                              the building's economic life. Examples of these
                              components are roof cover, HVAC compressors,
                              parking areas and other site improvements.

     Analysis:                The reserves expense estimate is based primarily
                              on the typical expense recognized by buyers as
                              compared to a calculated type estimate Based upon
                              the age and condition of the property and typical
                              buyer actions, the reserves expense estimate is
                              $0.10/SF.

     Estimated Reserves:      $0.10/SF


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 109
<PAGE>

                                                   Analysis of Expenses, cont'd.
================================================================================

Estimated Expense Summary

                            Management           4.0%      EGI    =      $15,521
                     
                            Taxes:              $0.67      /SF    =      $45,794
                     
                            Insurance:          $0.10      /SF    =       $6,857
                     
                            CAM:                $0.38      /SF    =      $26,055
                     
                            Administration:     $0.01      /SF    =         $686
                     
                            Reserves:           $0.10      /SF    =       $6,857
                                                ------                    ------
                     
                     Subtotal Expenses:         $1.48      /SF    =     $101,769
                                                                        --------


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 110
<PAGE>

                                                   Analysis of Expenses, cont'd.
================================================================================

STABILIZED OPERATING STATEMENT
================================================================================

Gross Rental Income Potential:

                                            Lease
                       Size (SF)             Rate
                       ---------             ----
      Anchors             57,866     @      $4.30 /SF       =          $248,536
      Local Shop Space    10,700     @      $7.85 /SF       =           $83,950
                          ------            -----                       -------
      Gross Rent Income   68,566     @      $4.85 /SF       =          $332,486
       (See Rent Roll for Allocation)

Plus: Expense Recovery
      Anchors @           Triple-net                                    $66,423
      Local Shop @        Triple-net, plus management                   $17,417
                                                                        -------
      Total Expense Recovery                                            $83,840

Total Income By Tenant Type Classification
      Anchors @                                                        $314,959
      Local Shop @                                                     $101,367
                                                                       --------
      Total Gross Annual Income:                                       $416,326

Less: Vacancy/Collection Loss
      Anchors @                                 0%                           $0
      Local Shop @                              0%                      ($5,068)
                                                                       --------

Effective Gross Income:                                                $411,257

Less Expenses

      Management        4.0%    EGI   =   $16,450
      Taxes:            $0.67   /SF   =   $45,794
      Insurance:        $0.10   /SF   =    $6,857
      CAM:              $0.38   /SF   =   $26,055
      Administration:   $0.01   /SF   =      $686
      Reserves:         $0.10   /SF   =    $6,857
                        -----              ------
Subtotal Expenses:      $1.50   /SF   =  $102,698                     ($102,698)
                                                                      --------- 
Net Operating Income:                                                  $308,559
                                                                       ========

      NOI/SF:              $4.50
      NOI/Gross Income    74.11%


                            CAPITALIZATION TECHNIQUE
              =======================================================
                  NOI         /           OAR      =   Value Estimate
                $308,559      /          10.00%    =       $3,085,592

              Current Stabilized Value Estimate            $3,090,000
              Less: Deferred Maintenance                            0
              Less: Lease-Up Costs to Stabilization                 0
                                                                    -
              As Is Value Estimate                         $2,090,000


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 111
<PAGE>

                                          ANALYSIS OF DIRECT CAPITALIZATION RATE
================================================================================

Introduction

      Direct capitalization is a method used to convert a single year's income
estimate into a value indication. The capitalization rate utilized in the income
capitalization approach combines input from the marketplace in conjunction with
a review of mortgage/equity positions. Although the appraiser can estimate an
overall capitalization rate by using various techniques, derivation of the rate
from comparable sales is generally preferred when sufficient data are available
from transactions of similar, competitive properties. In order to provide a
consistent basis for comparison, the net operating income from each comparable
is calculated and estimated in the same manner as that for the subject property.
Additionally, the appraiser must conclude that neither non-market financing
terms nor different market conditions have affected the transaction prices of
the comparables. When these requirements are met, the appraiser estimates the
overall rate by dividing each property's net operating income by its sale price.

Improved Sales' Overall Rate Summary


<TABLE>
<CAPTION>
==================================================================================================
Sale No.           Subject             1             2              3            4             5
- --------------------------------------------------------------------------------------------------
<S>                <C>          <C>           <C>            <C>          <C>           <C>
                               Southland    Pine Valley    North Nixson   Village at   Oak Harbor
                                 Plaza       Shopping       Marketplace     Moody       Square
Name/Address                   Shopping       Center,        Shopping      Shopping     Shopping
                                Center,     Wilmington,       Center,       Center,      Center,
                              Decatur, AL       NC         Chattanooga,   Moody, AL    Long Beach,
                                                               TN                          MS
- --------------------------------------------------------------------------------------------------
Sale Date          Current      02/01/97      04/28/96       03/15/96     02/14/96      09/19/96
- --------------------------------------------------------------------------------------------------
Year Built            1988   1970 & 1996          1990           1995         1995          1990
- --------------------------------------------------------------------------------------------------
Occupancy             100%           97%          100%            96%         100%          100%
- --------------------------------------------------------------------------------------------------
Size(SF)            68,566       123,031        60,000         63,270       60,800       129,000
- --------------------------------------------------------------------------------------------------
% Credit/ Anchor       84%           42%           71%            83%          72%           95%
- --------------------------------------------------------------------------------------------------
Overall Rate           N/A        10.69%        10.00%         10.13%        9.66%         9.15%
==================================================================================================
</TABLE>

Note:   All transaction data in the chart reflects cash equivalency and/or other
        adjustments applied in the comparable sale summary sheets.

Comparison of Important Factors Affecting OAR

      All property and conditions of sale characteristics of the comparable
sales and the subject property have been analyzed by the appraisers. The
following summarizes the comparison of primary factors of the comparable sales
affecting value as compared to the subject.


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 112
<PAGE>

                                 Analysis of Direct Capitalization Rate, Cont'd.
================================================================================

      Note: The reader is reminded that this is a comparison of overall rates
and not the sales price per square foot. Therefore, the terms of comparison to
the subject of each sale may be different than those used in the previously
presented Sales Comparison Approach, which was based on the quantity of income
and subsequent adjustments to the sales price per square foot. While the overall
rate recognizes physical factors, intangible factors such as quality of tenants,
conditions of sale, occupancy at time of sale, and investment quality tend to
have stronger influence on the overall rate comparison. As an example, two
properties with different locations and quality of improvements may have
significantly different per square foot sales prices, but very similar overall
rates. Thus, the comparison to the subject includes the intangible factors
influencing overall rates.

Subject:
     Primary Negative Factors:      None
     Primary Positive Factors:      Anchor percentage and quality of anchor

Sale No. 1 - Southland Plaza Shopping Center, Decatur, AL:
     Inferior Factors
       Compared to Subject:         Lower percentage of anchor space
     Superior Factors
       Compared to Subject:         None
     Overall Comparison
       to Subject:                  Inferior


Sale No. 2 - Pine Valley Shopping Center, Wilmington, NC:
     Inferior Factors
       Compared to Subject:         None
     Superior Factors
       Compared to Subject:         None
     Overall Comparison
       to Subject:                  Similar

Sale No. 3 - North Nixson Marketplace Shopping Center, Chattanooga, TN:
     Inferior Factors
       Compared to Subject:         None
     Superior Factors
       Compared to Subject:         None
     Overall Comparison
       to Subject:                  Similar

Sale No. 4 - Village at Moody Shopping Center, Moody, AL:
     Inferior Factors
       Compared to Subject:         None
     Superior Factors
       Compared to Subject:         None
     Overall Comparison
       to Subject:                  Similar


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 113
<PAGE>

                                 Analysis of Direct Capitalization Rate, Cont'd.
================================================================================

Sale No. 5 - Oak Harbor Square Shopping Center, Long Beach, MS:
     Inferior Factors
       Compared to Subject:         None
     Superior Factors
       Compared to Subject:         95% anchors
     Overall Comparison
       to Subject:                  Superior

Most Comparable Sales:              Nos. 2, 3 and 4

      Comment/Analysis: All of the sales are community or neighborhood shopping
centers with moderate to strong anchors, which for the most part dominate the
overall physical size of each center. Sale No. 1 has the same anchor as the
subject; however, it has a significantly smaller percent of anchor space. Sale
No. 5 has a 95% anchor coverage of the space, far exceeding the subject
property. Therefore, these two comparables are the least similar to the subject
property. Analysis in the Sales Comparison Approach concluded that Sale Nos. 2,
3 and 4 are the most similar to the subject in the type of risk. Based on the
relatively narrow range indicated by the most comparable sales, the appropriate
overall rate for the subject is 10.00%.

Concluded OAR:                      10.00%

Analysis of Subject's Potential Mortgage Terms

Preliminary Analysis:               Several factors affect the potential real
                                    estate mortgage terms of any given property.
                                    These factors include, credit worthiness of
                                    the borrower, quality of tenants, length of
                                    term, amortization and other factors
                                    considered by lenders when analyzing the
                                    relative risk of a loan. However, lenders
                                    typically have general parameters or
                                    guidelines established for real estate
                                    loans. The appraisers have had discussions
                                    with local mortgage brokers about long-term
                                    financing terms and bank loan officers about
                                    short term financing.

     Long-Term Financing:           Institutional lenders are typically
                                    establishing interest rates on the basis of
                                    200 to 250 basis points above the comparable
                                    term U.S. Treasury Bond with a 7 to 10 year
                                    term, 20 to 25 year amortization and 70% to
                                    75% loan-to-value ratio. While these terms
                                    may vary from lender to lender, the ultimate
                                    test for a particular loan is the debt
                                    coverage ratio.

     Bank Short-Term
        Financing:                  Banks are typically utilizing the prime rate
                                    as the index for loans. Mortgage interest
                                    rates are typically 150+/- basis points
                                    above the prime rate. The mortgage terms are
                                    preferably a three year call based on a 20
                                    to 25 year amortization and 70% to


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 114
<PAGE>

                                 Analysis of Direct Capitalization Rate, Cont'd.
================================================================================

                                    75% loan-to-value ratio; however, banks will
                                    provide a five year term in some situations.

     Summary of Subject's Potential Mortgage Terms

        Mortgage Type:              Long-term;
            Analysis:               This appraisal contemplates a typical
                                    long-term loan instead of a bank short-term
                                    loan. While the bank loan is common, a
                                    long-term loan is more consistent with the
                                    typical holding period for real estate.

        U.S. Treasury Bond
          10 Year Rate(1):          6.50%
        Loan Term:                  10 years
        Amortization:               25 years
        Loan-to-Value Ratio:        75%
        Approx. Interest Rate:      8.00%

Debt Coverage Ratio (DCR) Analysis:  A Test of Reasonableness

                                                                   Final Report
                                          Direct Cap Value                Value

Direct Capitalization Value                     $3,090,000           $3,050,000
                                                
Loan Amount @ L-to-V of      75%                $2,317,500           $2,287,500
                                                
Monthly Payment                                    $17,887              $17,655

                                                
Estimated NOI                                     $308,559             $308,559
                                                
Divided by Annual Payment                         $214,642             $211,864
                                                  --------             --------
                                                
Implied Debt Coverage Ratio                           1.44                 1.46
                                     

      Comment/Analysis: The implied debt coverage ratios for the direct
capitalization method value estimate and the final report value (based on
correlation of all three approaches) are acceptable and reasonable.

- --------

      (1)Note: The rate is an approximation on a rounded basis due to the weekly
change in the rate.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 115
<PAGE>

                                                   DISCOUNTED CASH FLOW ANALYSIS
================================================================================

Introduction

      In a discounted cash flow analysis (DCF) the quantity, variability, timing
and duration of the cash flows to a property are analyzed. Each cash flow is
discounted to a present value and then all the present values are added to
obtain the total value of the income to the real property interest being
appraised. The future value of that interest, the reversion, is forecast at the
end of the projection period and is also discounted.

      This method is particularly appropriate for properties with irregular cash
flows. This is particularly appropriate in the case of properties with below
stabilized occupancy, below or above market rental rates, and other unusual
circumstances.

      In order to utilize this analysis, certain assumptions must be made. A
summary of all such assumptions used as a basis for the DCF analysis will
follow. Projections regarding market (economic) rental rates, occupancy levels,
expenses and absorption rates are all market-derived and have been discussed in
previous sections of this report. Consideration is also given to several
investment surveys provided by regional/national research companies. These
investor surveys included the Real Estate Investor Survey published by Peter F.
Korpacz & Associates, Inc.. This report provides a summary of the expected rates
of return, property selection criteria, and investment outlook of a
representative sampling of large institutional investors in the United States.

      The DCF technique will follow the assumptions and forecasts listed below.
This projected economic model carries no warranties, expressed or implied, that
the scenario will actually be achieved by the subject property.

Assumptions & Forecasts

Projection Period:
     Analysis:                The appraisers have relied upon conversations with
                              market participants and a review of investor
                              surveys to determine the appropriate holding
                              period for the subject property. Additionally,
                              significant consideration is given to the
                              remaining economic life of the property, the
                              current economic climate of the region and changes
                              in the tax laws. Noting that investment properties
                              have historically been held for a period of 7 to
                              15 years, and that the survey data provided by
                              P.F. Korpacz indicate expectations of a similar
                              time frame, a ten year investment period is
                              projected. The cash flow for the subject is
                              presented on a fiscal year with the first year
                              beginning in the month of the effective date of
                              appraisal (August 18, 1997).

     Estimate:                10 years

Gross Income Estimates:       Gross annual income is based on the contractual
                              income from the existing leases, and the market


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 116
<PAGE>

                                          Discounted Cash Flow Analysis, cont'd.
================================================================================

                              rental rate on the vacant space. Existing leases
                              are forecasted to roll over at market rates.

Market Rental Rates:          See Analysis of Potential Gross Income for details
                              and analysis.

     Market Rent:
        <3,000 SF             $10.00/SF
        Hale's (5,600 SF &
          70' depth):         $7.50/SF
        Movies & More (5,100 
          SF & 60' Depth):    $8.50/SF

Expense Recovery:             Triple-net, plus management fee for just Hale's
                              and Movies and More; Triple-net for remaining
                              tenants

Rent Appreciation:
     Description:             Support for the rental rate appreciation is based
                              upon several factors.  Items to be considered
                              include historical and forecasted consumer price
                              index data, current supply and demand factors
                              (market vacancy & market rent trends), and
                              investors' perceptions (investor surveys).

     CPI Index Recent 
      History:                2% to 3%

     Economists' Consensus
        CPI Forecast:         3%+/- in short-term, moderate increase long-term
                              Under current Federal Reserve leadership,
                              inflation is anticipated to be reasonably
                              maintained and under control.

     General Occupancy Trends:
        Property Type:        Neighborhood shopping center

        Submarket:            95.6%

     Market Rent Trends:      Increasing

     Investor Surveys:
        Source:               Korpacz Real Estate Investor Survey; Second
                              Quarter 1997
        Property Type:        National Strip Shopping Center Market


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 117
<PAGE>

                                          Discounted Cash Flow Analysis, cont'd.
================================================================================

     Rent Appreciation
           Range:

                             ===============================================
                              Key Indicators            Current Quarter
                             ===============================================

                              Market Rent Change Rate

                              Range                    0.00%        6.00%

                              Average                         2.83%

     DCF Rent Appreciation
        Forecast:
        Years 1-3:            3.00%
        Years 4-11:           4.00%

      Comments/Analysis: The market occupancy is strong; however, there is no
evidence of enough demand to yield rent appreciation higher than anticipated
inflation over the holding period. Thus, rent appreciation is forecasted to be
at general inflationary rates.

Vacancy & Collection Loss:
     Analysis:                The subject will undergo a loss in potential gross
                              income attributable to lease-up, normal vacancy,
                              collection losses, tenant default and turnover.
                              The appraisers have considered the historical
                              performance of the subject, the amount of unleased
                              space in the competitive market and planned new
                              construction in the projection of vacancy over the
                              holding period. The DCF analysis assumes competent
                              and professional management of the property at the
                              previously cited market rental rates.

     Subject Occupancy:       See Analysis of Expenses for details and analysis
        Current Occupancy:    100%

        Stabilized Vacancy:   5% (local shop space only)

     General Occupancy Trends:
        Property Type:        Neighborhood shopping center

        Submarket:            95.6%
        Submarket Years 
          Supply:             Equilibrium

Tenant Turnover:
     Vacancy at Turnover:     4 months
     Probability of Renewal:  75%
     Special Existing Tenant
        Turnover Situations:  None


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 118
<PAGE>

                                          Discounted Cash Flow Analysis, cont'd.
================================================================================

Operating Expenses
   Proforma Year 1:           $1.48/SF

Appreciation:                 As in the market rental rate appreciation
                              analysis, the appraiser must consider historical
                              and forecasted CPI data and investors perceptions.

     CPI Data:                See Rent Appreciation analysis
Investor Surveys:
        Source:               Korpacz Real Estate Investor Survey; Second
                              Quarter 1997
        Property Type:        National Strip Shopping Center Market
        Expense Appreciation
           Range:

                             ===============================================
                              Key Indicators            Current Quarter
                             ===============================================

                              Expense Change Rate

                              Range                    0.00%        5.00%

                              Average                         3.58%


     DCF Expense Appreciation
        Forecast:
        Years 1-3:            3.00%
        Years 4-11:           4.00%

      Comments/Analysis: The investor survey expense change data actually
reflects a stratified expense appreciation segregated into a low rate in the
early years and higher rate in later years. For the subject property, the
expense appreciation is anticipated to be highly similar to the general
inflation rate and similar to the income appreciation.

Leasing Commissions:
     Analysis:                Leasing commissions are charged when any given
                              lease renews or if a new lease is signed for
                              vacant or vacated tenant space. The leasing
                              commission for new leases is different than
                              renewal leases. As existing leases roll over, the
                              discounted cash flow applies a blended or weighted
                              average of the two leasing commissions based on
                              the probability of renewal/vacating. Charged as
                              capital expense below NOI.

                              Subject Broker & Outside Broker: The new tenant
                              commission is based on a typical 4% commission
                              when the only broker involved in the transaction
                              is the subject's leasing agent. When an outside
                              broker is utilized, the total commission is
                              typically 6% with 4% paid to the outside broker
                              and 2% to the


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 119
<PAGE>

                                          Discounted Cash Flow Analysis, cont'd.
================================================================================

                              subject broker. Discussions with brokers indicated
                              a 50% probability of an outside broker involvement
                              is reasonable. The following table presents the
                              calculations of the leasing commissions utilized
                              in the discounted cash flow.

     DCF Leasing Commissions Calculations

================================================================================
New Lease Rate Calculations
================================================================================

                                                                   Weighted
                        % Comm.             Probability            Rate

w/ Outside Broker         6.00%       x          50%         =        3.00%

No Outside Broker         4.00%       x          50%         =        2.00%
                                                                      -----

Composite Rate                                                        5.00%

================================================================================
DCF Leasing Commission
Calculations
================================================================================

New Lease Rate            5.00%       x          25%         =        1.25%

Renewal Lease Rate        2.00%       x          75%         =        1.50%
                                                                      -----

Blended Leasing Rate                                                  2.75%



Tenant Improvements/Retrofit (TI's):
     Analysis:                As vacant space is leased and existing tenant
                              space rolls over, the landlord incurs a capital
                              expense for tenant improvements. Different TI's/SF
                              can be expected for two types of events - 1)
                              renewal of existing tenant and 2) existing vacant
                              or vacated lease space by a tenant The table
                              presented below indicates the TI's/SF for the two
                              events and the blended rate charged in the
                              discounted cash flow.

DCF Tenant Improvement Calculations

  ==============================================================================
   Blended TI Calculations
  ==============================================================================

                                                                      Weighted
   Rollover Event          TI's/SF             Probability            $/SF

   Vacate                    $3.00       x          25%         =        $0.75

   Renewal                   $1.00       x          75%         =        $0.75
                                                                         -----

   Blended TI's/SF                                                       $1.50


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 120
<PAGE>

                                          Discounted Cash Flow Analysis, cont'd.
================================================================================

Reversion:
     Description:             Income-producing properties typically provide two
                              types of financial benefits - periodic income and
                              the future value obtained from sale of the
                              property or reversion of the property interest at
                              the end of the holding period. In the case of the
                              subject, the appraisers have projected the
                              reversion as the proceeds of resale, or the net
                              difference between the transaction price and any
                              selling expenses, which may include brokerage
                              commissions, legal fees, title policies, surveys,
                              fix-up costs and the like. The reversion value is
                              calculated by applying an overall rate to the 11th
                              year's NOI.

     Analysis:                The reversion overall rate is typically higher
                              than the going-in overall rate to reflect higher
                              risk associated with a forecast in the extended
                              future and to reflect the older age of the
                              property. A review of the overall capitalization
                              rates provided by the investor surveys cited
                              previously indicated that terminal capitalization
                              rates are typically projected at 50 to 100 basis
                              points higher than the going-in cap rates. The
                              typical reversion rate for a property with similar
                              quality investment characteristics as the subject
                              would be 50 basis points higher because of its
                              current age.

     Estimated Reversion OAR: 10.50%

     Reversion Sales Costs:   4%

Yield or Discount Rate:
     Description:             The selection of the appropriate rate requires the
                              verification and interpretation of the attitudes
                              and expectations of market participants including
                              buyers, sellers, advisers and brokers. Although
                              the actual yield on an investment cannot be
                              calculated until the investment is sold, an
                              investor may set a target yield for the investment
                              before or during ownership. Historical yield rates
                              derived from comparable sales may be relevant, but
                              they reflect past, not future, benefits perceived
                              by the investor and are not reliable indicators of
                              current yield. Therefore, the selection of yield
                              rates for discounting cash flows should focus on
                              the prospective or forecast yield rates
                              anticipated by typical buyers and sellers.

                              The appropriate yield or discount rate is based
                              upon a combination of factors and considerations.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 121
<PAGE>

                                          Discounted Cash Flow Analysis, cont'd.
================================================================================

                              These include current mortgage interest rate
                              levels, yield rates on government and corporate
                              bonds, the anticipated rate of future inflation;
                              the management, risk and illiquidity aspects of
                              the subject property; and the expressed objectives
                              of major investors in investment properties.
                              Because of the importance of the proper selection
                              of a yield rate in the DCF, the appraisers have
                              attempted to estimate the rate by two independent
                              techniques as follows:

     Build-up Method
        Introduction:         It is generally accepted that all investments are
                              predicated on the expectation of receiving a
                              return on capital that represents the time value
                              of money with an appropriate adjustment for
                              perceived risk. In the build-up method the
                              appraisers attempt to recognize the premiums
                              attached to the yield rate of a real estate
                              investment compared to a safer, more liquid and
                              marketable investment. The minimum rate of return
                              for invested capital is sometimes referred to as
                              the "safe" or "riskless" rate. Theoretically, the
                              difference between the yield rate applied to real
                              estate and the safe rate may be considered a
                              premium to compensate the investor for risk,
                              anticipated inflation, the burden of management,
                              and the illiquidity of invested capital.

        Safe Rate:            The safe rate used in this analysis is considered
                              the yield applicable to government securities for
                              a comparable term as the subject investment.

        Illiquidity & 
            Marketability
            Premiums:         There are several hypothetical measurements for
                              the add on premiums for illiquidity and risk, such
                              as comparison of corporate bonds to government
                              bonds. In our analysis, the premium for
                              illiquidity and marketability is measured by the
                              difference in yield rates depicted by government
                              bonds and long term real estate mortgages. The
                              more subjective adjustment for risk is based on
                              this appraiser's interpretation of market
                              expectations for this property type.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 122
<PAGE>

                                          Discounted Cash Flow Analysis, cont'd.
================================================================================

                              Illiquidity & Marketability Calculation

                              =============================================
                              Long-Term Mortgage Rates1              8.00%
                              ---------------------------------------------
                              10-Year Treasuries(1)                  6.50%
                              ---------------------------------------------
                              Spread (Premium for illiquidity &
                              marketability)                         1.50%
                              =============================================

                              (1)See Analysis of Direct Capitalization,
                              Subject's Potential Mortgage Terms for analysis
                              and details.

                              The lender's return reflects less risk on the loan
                              capital as compared to the total investment in a
                              property because of the cushion provided in the
                              loan-to-value ratio. The lower risk position is
                              considered to best reflect illiquidity and
                              marketability.

        Risk:                 As a correlation, the risk of the overall capital
                              investment, above and beyond the safe rate and
                              illiquidity and marketability premium, should be
                              at or higher than the spread presented in the
                              previous chart. Given the subject's age and
                              quality of investment, the risk premium should be
                              higher than the illiquidity and marketability
                              risk.

        Concluded Risk
           Premium:           3.00%

        Build-up Method Calculation

                              Safe Rate - 10 Yr. Treasuries            6.50%

                              Plus:  Premium for Illiquidity and
                              Marketability                            1.50%

                              Plus:  Premium for Risk                  3.00%
                                                                       ---- 

                                Indicated Discount Rate               11.00%

                                Rounded,                              11.00%
                                                                      ======

     Investor Survey:
        Introduction:         The appraisers reviewed the investor surveys
                              provided by P.F. Korpacz. This is a nationally
                              recognized research company that provide ex ante
                              return expectations or goals of investors
                              contemplating acquisitions of real estate. This


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 123
<PAGE>

                                          Discounted Cash Flow Analysis, cont'd.
================================================================================

                              survey provides a timely insight into the yields,
                              return criteria, and risk adjustments of
                              national/institutional investors when making
                              acquisition decisions. The general parameters
                              depicted by the data are provided as follows:

        Source:               Korpacz Real Estate Investor Survey; Second
                              Quarter 1997
        Property Type:        National Strip Shopping Center Market
        IRR Range:

                              ================================================
                               Key Indicators             Current Quarter
                              ================================================

                               Free & Clear IRR

                               Range                    10.00%      14.00%

                               Average                        11.55%

        Analysis:             The subject does not fit the parameters of
                              investment grade property, particularly
                              considering that the property value is well below
                              the typical $10,000,000 to $20,000,000 value range
                              for properties desired by institutional investors.
                              Therefore, the subject property's discount rate
                              should be at the middle to upper middle of the
                              range.

        Investor Survey Discount Rate
           Conclusion:        11.50%

        Discount Rate
            Reconciliation:   The appraisers have given nearly equal weight to
                              the two techniques above in selecting the
                              appropriate discount rate for the appraised
                              property with least weight placed on the build-up
                              method. Also considered in the analysis was the
                              age and construction quality of the subject, the
                              current occupancy, quality of tenants and the
                              economic constraints of the submarket in which it
                              competes.

        Discount Rate
           Conclusion:        11.50%

      The following discounted cash flow analysis is the summary of the
individual tenant's income and the forecasted expenses to be incurred over the
holding period. The


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 124
<PAGE>

                                          Discounted Cash Flow Analysis, cont'd.
================================================================================

individual lease analysis and discounted cash flow program generated assumptions
and forecasts are presented in the Addenda section of this report.

      The reader is directed to the Discounted Cash Flow Analysis located on the
following pages.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 125
<PAGE>

                                                    Discounted Cash Flow Summary
================================================================================

Software          :ARGUS Ver.7.0.01
File              :1Main_PL
Property Type     :Retail
Portfolio         :Merrill Lynch Mortgage Capital

                         One Main Place Shopping Center
                           5500 Telephone Road/SR-613
                          Pascgoula, Mississippi 39581
                       SCHEDULE OF PROSPECTIVE CASH FLOW
           In Inflated Dollars for the Fiscal Year beginning 8/1/1997


<TABLE>
<CAPTION>
                                      Year 1       Year 2       Year 3       Year 4       Year 5       Year 6       Year 7    
For the Year Ending                 Jul-1998     Jul-1999     Jul-2000     Jul-2001     Jul-2002     Jul-2003     Jul-2004    
                                   ---------    ---------    ---------    ---------    ---------    ---------    ---------    
<S>                                 <C>          <C>          <C>          <C>          <C>          <C>          <C>         
POTENTIAL GROSS REVENUE
  Base Rental Revenue               $323,434     $322,486     $332,486     $322,486     $338,814     $349,793     $361,715    
  Absorption & Turnover Vacancy       (3,613)                                             (4,016)     (24,060)      
                                   ---------    ---------    ---------    ---------    ---------    ---------    ---------    

  Scheduled Base Rental Revenue      319,821      332,486      332,486      332,486      334,798      325,733      361,715    

  Expense Reimbursement Revenue
    Management Fee:                   16,531       16,993       17,133       17,232       17,556       17,126       18,415    
    Real Estate Taxes:                45,517       47,178       48,711       50,545       52,218       52,613       56,856    
    Property Insurance                 6,815        7,064        7,294        7,568        7,817        7,879        8,513    
    CAM - Common Area Mainenance      25,897       26,843       27,715       28,758       29,710       29,934       32,349    
                                   ---------    ---------    ---------    ---------    ---------    ---------    ---------    

  Total Reimbursement Revenue         94,760       98,078      100,853      104,103      107,301      107,552      116,133    


TOTAL POTENTIAL GROSS REVENUE        414,581      430,564      433,339      436,589      442,099      433,285      477,848    
  General Vacancy                       (846)      (4,963)      (4,984)      (5,010)      (1,305)                   (5,903)
                                   ---------    ---------    ---------    ---------    ---------    ---------    ---------    

EFFECTIVE GROSS REVENUE              413,735      425,601      428,355      431,579      440,794      433,285      471,945    
                                   ---------    ---------    ---------    ---------    ---------    ---------    ---------    

OPERATING EXPENSES
  Management Fee:                     16,549       17,024       17,134       17,263       17,632       17,331       18,878    
  Real Estate Taxes:                  45,794       47,168       48,583       50,526       52,547       54,649       56,835    
  Property Insurance                   6,857        7,062        7,274        7,565        7,868        8,182        8,510    
  CAM - Common Area Mainenance:       26,055       26,837       27,642       28,748       29,897       31,093       32,337    
  Administration:                        686          706          727          757          787          818          851    
  Reserves:                            6,857        7,062        7,274        7,565        7,868        8,182        8,510    
                                   ---------    ---------    ---------    ---------    ---------    ---------    ---------    

TOTAL OPERATING EXPENSES             102,798      105,859      108,634      112,424      116,599      120,255      125,921    
                                   ---------    ---------    ---------    ---------    ---------    ---------    ---------    
NET OPERATING INCOME                 310,937      319,742      319,721      319,155      324,195      313,030      346,024    
                                   ---------    ---------    ---------    ---------    ---------    ---------    ---------    

LEASING & CAPITAL COSTS
  Tenant Improvements                 15,300                                               8,032       45,444                 
  Leasing Commissions                  5,961                                               6,627       23,157                 
                                   ---------    ---------    ---------    ---------    ---------    ---------    ---------    
TOTAL LEASING & CAPITAL COSTS         21,261                                              14,659       68,601                 
                                   ---------    ---------    ---------    ---------    ---------    ---------    ---------    
CASH FLOW BEFORE DEBT SERVICE       $289,676     $319,742     $319,721     $319,155     $309,536     $244,429     $346,024    
 & INCOME TAX                      =========    =========    =========    =========    =========    =========    =========    
</TABLE>

                                     Year 8       Year 9      Year 10    Year 11
For the Year Ending                Jul-2005     Jul-2006     Jul-2007   Jul-2008
                                  ---------    ---------    ---------  ---------

POTENTIAL GROSS REVENUE
  Base Rental Revenue              $361,715     $361,715    $369,545   $379,930
  Absorption & Turnover Vacancy                               (4,886)   (18,782)
                                  ---------    ---------    --------   --------

  Scheduled Base Rental Revenue     361,715      361,715     364,659    361,148

  Expense Reimbursement Revenue
    Management Fee:                  19,056       19,173      19,612     19,430
    Real Estate Taxes:               59,130       61,496      63,530     64,848
    Property Insurance                8,853        9,207       9,512      9,709
    CAM - Common Area Mainenance     33,643       34,989      36,147     36,897
                                  ---------    ---------    --------   --------

  Total Reimbursement Revenue       120,682      124,865     128,801    130,884


TOTAL POTENTIAL GROSS REVENUE       482,397      486,580     493,460    492,032
  General Vacancy                    (5,938)      (5,971)     (1,470)
                                  ---------    ---------    --------   --------

EFFECTIVE GROSS REVENUE             476,459      480,609     491,990    492,032
                                  ---------    ---------    --------   --------

OPERATING EXPENSES
  Management Fee:                    19,058       19,224      19,680     19,681
  Real Estate Taxes:                 59,108       61,473      63,932     66,489
  Property Insurance                  8,850        9,204       9,572      9,955
  CAM - Common Area Mainenance:      33,631       34,976      36,375     37,830
  Administration:                       885          920         957        996
  Reserves:                           8,850        9,204       9,572      9,955
                                  ---------    ---------    --------   --------

TOTAL OPERATING EXPENSES            130,382      135,001     140,088    144,906
                                  ---------    ---------    --------   --------
NET OPERATING INCOME                346,077      345,608     351,902    347,126
                                  ---------    ---------    --------   --------

LEASING & CAPITAL COSTS
  Tenant Improvements                                          9,773     18,265
  Leasing Commissions                                          8,062     12,439
                                  ---------    ---------    --------   --------
TOTAL LEASING & CAPITAL COSTS                                 17,835     30,704
                                  ---------    ---------    --------   --------
CASH FLOW BEFORE DEBT SERVICE      $346,077     $345,608    $334,067   $316,422
 & INCOME TAX                     =========    =========    ========   ========


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 126
<PAGE>

                                          Discounted Cash Flow Reversion Summary
================================================================================

Software          :ARGUS Ver.7.0.01
File              :1Main_PL
Property Type     :Retail
Portfolio         :Merrill Lynch Mortgage Capital

                         One Main Place Shopping Center
                           5500 Telephone Road/SR-613
                          Pascgoula, Mississippi 39581
                           PROSPECTIVE PROPERTY RESALE

                             Year 1     Year 2     Year 3     Year 4     Year 5
For the Year Ending        Jul-1998   Jul-1999   Jul-2000   Jul-2001   Jul-2002
                          ---------  ---------  ---------  ---------  ---------
RESALE AMOUNT
 Gross Proceeds from Sale                                                      
 Commissions & Other Costs                                                     
                          ---------  ---------  ---------  ---------  ---------
NET PROCEEDS FROM SALE                                                         
                          =========  =========  =========  =========  =========

                             Year 6     Year 7     Year 8     Year 9    Year 10
For the Year Ending        Jul-2003   Jul-2004   Jul-2005   Jul-2006   Jul-2007
                          ---------  ---------  ---------  ---------  ---------
RESALE AMOUNT
 Gross Proceeds from Sale                                            $3,305,962
 Commissions & Other Costs                                             (132,238)
                          ---------  ---------  ---------  ---------  ---------
NET PROCEEDS FROM SALE                                               $3,173,724
                          =========  =========  =========  =========  =========


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 127
<PAGE>

                                              Discounted Cash Flow Value Summary
================================================================================

Software          :ARGUS Ver.7.0.01
File              :1Main_PL
Property Type     :Retail
Portfolio         :Merrill Lynch Mortgage Capital

                         One Main Place Shopping Center
                           5500 Telephone Road/SR-613
                          Pascgoula, Mississippi 39581
                            PROSPECTIVE PRESENT VALUE
               Cash Flow Before Debt Service plus Property Resale
  Discounted Annually (End-point on Cash Flow & Resale) over a 10-Year Period

<TABLE>
<CAPTION>
For the     Discounted     Discounted Resale       Total       Total       Cash Flow         Resale
Discount     Cash Flow       @ 10.50% Cap       Discounted     Value      Contribution    Contribution
 Rates      Before Debt       Before Debt          Value      per SqFt     Before Debt    Before Debt
- --------    -----------    -----------------    ----------    --------    ------------    ------------
<S>          <C>                  <C>           <C>             <C>             <C>             <C>   
  11.50%     $1,809,547           $1,068,613    $2,878,160      $41.98          62.87%          37.13%
</TABLE>


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 128
<PAGE>

                                                INCOME CAPITALIZATION APPROACH -
                                                                  RECONCILIATION
================================================================================

Introduction

      The direct capitalization and discounted cash flow analysis are the two
most frequently utilized methods in appraisal practice. The Direct
Capitalization Method represents the more traditional method and the Discounted
Cash Flow Analysis Method is the more current for investment grade property.

Direct Capitalization         $3,090,000

      The Direct Capitalization Method utilized stabilized gross income based on
existing lease income (if any) and vacant lease space at market rates.
Appropriate deductions from the gross income, including vacancy & credit loss
and expenses, were analyzed and supported from available data. The resulting net
operating income was capitalized based on an overall rate derived from
comparable sales presented in the Sales Comparison Approach.

Discounted Cash Flow          $2,878,000

      The Discounted Cash Flow model takes into account the actual cash flows
that will result from the current leases (if any) as well as the future income
to the property based on current and expected future market rental rates. The
analysis also recognizes current investor perceptions of future appreciation
rates and economic factors as well as current investors' required rates of
return on invested capital. This technique is particularly useful in valuing
investment grade, multi-tenant, and/or properties with below stabilized
occupancies. The discounted cash flow analysis is less reliable for
owner-occupied properties and small income properties which are typically
purchased by less sophisticated buyers.

Reconciliation

Value Estimate Summary by Method:
      Direct Capitalization:                           $3,090,000
      Discounted Cash Flow Analysis:                   $2,878,000
            Variance:                                       7.37%

      The two methods utilized indicated a relatively narrow value range and are
generally supportive of each other. The subject's investment grade quality is
good with the most probable buyer being a sophisticated regional or national
investor. Recent investor trends reflect a tendancy of investors to focus on the
direct capitalization approach while utilizing the discounted cash flow for
additional support. In addition, a sufficient number of recent sales of similar
properties is available to derive an overall capitalization rate. Thus, most
consideration is given the direct capitalization approach.

      Therefore, the estimated value of the subject property by the income
capitalization approach, as of August 18, 1997, as follows:

Value Indicated by the Income Capitalization Approach                $3,050,000

      Implied OAR:          10.12%


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 129
<PAGE>

                                         CORRELATION AND FINAL ESTIMATE OF VALUE
================================================================================

Introduction:

      The three indications utilized in the appraisal of the subject property
falls within an acceptable range. In the final analysis, the strengths and
weaknesses of each approach must be considered and most weight must be given to
the approach or approaches with the greatest quantity and quality of supporting
data. Since market value is being sought, all three approaches rely heavily upon
supporting data from the marketplace.

Cost Approach:                $2,950,000

General Description:          The cost approach is most applicable when a
                              property is new or proposed and represents the
                              highest and best use of the site. Land values are
                              documented in the marketplace and cost estimates
                              are readily supported. The inherent weakness of
                              this approach is that it gives no consideration to
                              the income-producing capability of a property.

Analysis:                     Given the age of the subject property, estimation
                              of remaining economic life is difficult.

Weighted Consideration:       Limited

Sales Comparison Approach:    $3,100,000

General Description:          The sales comparison approach is utilized in the
                              valuation of the subject. The appraisal utilizes
                              the best available and verifiable Neighborhood
                              shopping center property sales located in the
                              southeastern region of the country. This approach
                              utilized two methods to estimate a value range for
                              the subject - 1) sales price per square foot and
                              2) the gross income multiplier (GIM). The adjusted
                              selling price per square foot of building area and
                              GIM of each comparable is utilized in comparison
                              to the subject property. After appropriate
                              adjustments, these sales were generally similar to
                              the subject in quality, design, location and age.

Analysis:                     A sufficient quantity and quality of comparable
                              sales was available to compare to the subject.
                              Since the subject's most probable buyer is a
                              regional operator, this approach is considered
                              most reflective of a regional or nationally owned
                              Neighborhood shopping centers.

Weighted Consideration:       Significant


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 130
<PAGE>

                                Correlation and Final Estimate of Value, Cont'd.
================================================================================

Income Capitalization 
      Approach:               $3,050,000

General Description:          The income capitalization approach involved the
                              analysis of the existing rent as compared with
                              market rent for the subject space. Additionally, a
                              stabilized operating statement was developed. The
                              net operating income was capitalized by the
                              appropriate capitalization rate which was derived
                              by sales comparison.

Analysis:                     A sufficient quantity and quality of comparable
                              rental and sale data was available to compare to
                              the subject.  Since the subject's most probable
                              buyer is a regional or national operator, this
                              approach is considered most reflective of a
                              regional or nationally owned Neighborhood
                              shopping centers this is considered a reasonable
                              method of estimating value.

Weighted Consideration:       Significant

Summary of Value Indications

      Cost Approach                                         $2,950,000
      Sales Comparison approach                             $3,100,000
      Income Capitalization Approach                        $3,050,000

Final Conclusions of Value

      In view of the previous analyses, the most weight has been placed on the
sales comparison approach and income capitalization approach. The cost approach
value indication is supportive of the other two approaches. Slightly more weight
is placed on the lower value of the income capitalization approach to recognize
the Movies and More lease which has a lower actual rate than the market and will
require some tenant finish. The income recognized in the stabilized income was
the higher market rate. However, the income capitalization approach is a
reconciled value which recognizes the discounted cash flow to some degree. Thus,
the market value of the subject property, contingent to the Assumptions and
Limiting Conditions presented herein, as of August 18, 1997, is estimated to be:

                      Three Million Fifty Thousand Dollars
                                  ($3,050,000)

Marketing Period

Analysis:                     The appraisers are required to clearly state the
                              estimated marketing period required for the sale
                              of the subject property. As discussed in the
                              Highest and Best Use Analysis, the subject
                              property is generally well suited as a
                              Neighborhood shopping


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 131
<PAGE>

                                Correlation and Final Estimate of Value, Cont'd.
================================================================================

                              center property. The property is located in a
                              developed retail area with average income
                              demographics for Jackson County surrounding the
                              commercial neighborhood. Occupancies in the area
                              are in excess of 90%. As evidenced in the sales
                              comparison approach, several transactions have
                              occurred within the past 12 months indicating
                              buyer interest in the subject property type.

Conclusion:                   Based on discussions with local brokers and other
                              market evidence, it is the appraisers' opinion
                              that an approximate 12 month period of time would
                              be required to sell the property, if subjected to
                              a typical marketing program and if the property
                              were listed at a price based on the conclusion of
                              value presented above.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 132
<PAGE>

                                                          CERTIFICATION OF VALUE
================================================================================

We certify that, to the best of our knowledge and belief, . . .

1.    The statements of fact contained in this report are true and correct.

2.    The reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions, and are our personal,
      unbiased professional analyses, opinions, and conclusions.

3.    We have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved.

4.    Our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of subsequent event.

5.    Our analyses, opinions, and conclusions were developed, and this report
      has been prepared, in conformity with the Uniform Standards of
      Professional Appraisal Practice published by the Appraisal Foundation and
      the Standards of Professional Practice of the Appraisal Institute.

6.    The use of this report is subject to the requirements of the Appraisal
      Institute relating to review by its duly authorized representatives.

7.    As of the appraisal date, James E. Lamb, MAI, has completed the
      requirements of the continuing education program of the Appraisal
      Institute.

8.    Craig A. Johnson made a personal inspection of the property that is the
      subject of this report. James E. Lamb, MAI did not inspect the subject
      property.

9.    No one provided significant professional assistance to the person(s)
      signing this report.

10.   This appraisal assignment was not based on a requested minimum valuation,
      a specific valuation, or the approval of a loan.

11.   The market value of the leased fee interest in the subject property,
      subject to the Assumptions and Limiting Conditions stated herein, as of
      August 18, 1997 is estimated to be:

                      Three Million Fifty Thousand Dollars
                                  ($3,050,000)


/s/ James E. Lamb                                 /s/ Craig A. Johnson

James E. Lamb, MAI                                Craig A. Johnson
Review Appraiser                                  Associate Appraiser
State Certified General Real                      State Certified General Real 
      Estate Appraiser                                  Estate Appraiser
Licensee #CG-557 (Tennessee)                      Licensee #TG-431 (Mississippi)


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 133
<PAGE>

                                                                    APPRAISAL OF
                                              THE ONE MAIN PLACE SHOPPING CENTER
                                                       ASSUMING A PORTFOLIO SALE
================================================================================


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 134
<PAGE>

                                                                 INTRODUCTION TO
                                           PORTFOLIO SALE MARKET VALUE ESTIMATES
================================================================================

INTRODUCTION

      This analysis is presented in a brief format in order that descriptions
and analysis is not replicated from the previous section representing the
appraisal report of the total shopping center. The following analysis relies
heavily on the data and analysis previously presented and must remain a part of
the total shopping center appraisal report to be fully understood by the reader.

      In addition to the appraisal of the subject previous market value
estimate, the client has requested a value estimate assuming the subject
property is part of a defined portfolio sale of 18 retail properties included in
the client's loan package. Since all 18 properties are in the client's loan
package, the portfolio valuation assumption requested is reasonable,
particularly in assisting the client in the underwriting process. A summary of
the 18 properties is provided as an exhibit to this report section.

      The reader should note that Huber & Lamb has only completed appraisals on
seven of the properties, which include the following:

      1.    Brownsville Plaza
      2.    Hollywood Video, Paducah, KY
      3.    Delchamps Plaza
      4.    Chicot Crossing
      5.    One Main Place
      6.    Eckerds, Franklin, TN
      7.    Hollywood Video/Jiffy Lube, Franklin, TN
            
      The appraiser has been provided the rentrolls for the remaining 11
properties. Since the appraiser has not appraised or inspected the remaining 11
properties, it must be assumed that these 11 properties are at least the same
general quality of investment as the six properties appraised by Huber & Lamb.
We have had discussions with the appraiser of the remaining 11 properties, which
tends to support this assumption.

      The only reliable technique and approach to value is considered to be the
direct capitalization approach of the income capitalization approach to value.
This is the only approach that can adequately address the financial issues
involved in the specialized value requested.

FACTORS EFFECTING PORTFOLIO VALUATIONS

      The appraisers have had numerous conversations with institutional lenders,
brokers and retail investors to determine if a portfolio purchase could have an
effect on individual property overall rates as compared to the individual,
non-portfolio sales of similar properties. The question presented to each was
"Does a portfolio purchase have an effect on the overall rate as compared to
individual property transactions?" The surveyed individuals included the
following:


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 135
<PAGE>

                                            PORTFOLIO SALE MARKET VALUE ESTIMATE
- --------------------------------------------------------------------------------

Institutional Lenders:                      Prudential Insurance, Vice President
                                            of Comptrollers and Valuation,
                                            Newark, NJ office

                                            New York Life, Regional Appraiser -
                                            Southeast Region

Broker:                                     Cushman & Wakefield, Atlanta -
                                            broker specializing in shopping
                                            center sales and portfolio
                                            transactions

Investor:                                   Highwoods REIT, Vice President -
                                            primarily office and industrial
                                            investor in the southeast region of
                                            the US

                                            Itochu International, New York
                                            Office Vice President - Japanese
                                            investor representative and
                                            consultant with significant
                                            background in portfolio investments
                                            and consultations

      The following summary of general factors effecting portfolio valuations
represent the general consensus of the people surveyed.

      1.    Geographic Dispersion

            Portfolios with properties in the same geographical region are
            preferred. However, for retail portfolios, dispersion in various
            locations within the region is preferred to spread out the potential
            risks of swings in local economies and retail markets.

      2.    Quality of Properties in the Portfolio

            The people surveyed indicated this factor can have a significant
            effect on the portfolio valuation. If all properties are low
            quality, riskier properties, the portfolio overall rates could very
            well be higher than the overall rate for individual property sales.
            However, if the quality of properties is good (i.e., well anchored
            centers with 10+ year remaining terms, age, location within their
            markets), the portfolio overall rate will be positively effected as
            compared to the overall rate for individual property sales.

      3.    Total Dollar of Portfolio Investment

            Assuming favorable geographic dispersion and quality of properties,
            the total dollar amount of the portfolio investment must be large
            enough to attract investors that would be willing to pay a premium
            for overall investment. Those surveyed respondents that indicated a
            dollar amount indicated the total portfolio investment would
            probably have to exceed $25 million.

      All of the respondents generally indicated that their opinions are based
on the current market conditions. One gave the example that the same scenario
approximately five years ago, during a real estate recession, would probably
yield a discount on value (i.e., a higher overall rate). However, current and
recent market conditions over the past two years have been very strong.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 136
<PAGE>

                                            PORTFOLIO SALE MARKET VALUE ESTIMATE
- --------------------------------------------------------------------------------

      SUBJECT PORTFOLIO CONCLUSIONS: The general portfolio was described to each
person surveyed including type of shopping center, general locations, percentage
of anchor, remaining term of anchors and potential minimum of total dollar
investment for the 18 property portfolio. All of the persons surveyed indicated
that based on the information provided, the subject portfolio appears to be a
good quality investment portfolio based on the primary criteria previously
described.

SURVEYED RESPONDENTS INDICATION OF PORTFOLIO EFFECT ON THE OAR

      The respondents all tended to agree that, based upon the description of
the subject portfolio, the overall rate of a portfolio purchase should have a
positive effect as compared to the individual property overall rates. The
institutional lender respondents tended to be more vague in their responses. The
two respondents that appeared to have the most experience in this matter and
provided more detailed responses were the Cushman & Wakefield broker and the
Itochu investor/consultant. The most active portfolio buyers are currently Real
Estate Investment Trusts (REITs); however, other national investor types such as
pension funds, life companies and foreign investors are also active in portfolio
purchases. The following summarizes their individual assessments.

CUSHMAN & WAKEFIELD BROKER:                 The broker discussed potential
                                            effects on the overall rate in a
                                            broad and somewhat vague ranges. He
                                            indicated this was intentional
                                            because so many factors must be
                                            considered. One important factor is
                                            the motivation of the buyer.

                                            The broker indicated very generally
                                            that a portfolio purchase can
                                            definitely have a 25 basis point
                                            positive effect (i.e., reduction) on
                                            overall rates. If the portfolio
                                            ranks well in the quality of
                                            properties category previously
                                            discussed, it is the brokers opinion
                                            that the reduction in overall rate
                                            range is 50 basis points to about
                                            100 basis points.

ITOCHU INVESTOR/CONSULTANT:                 A true portfolio analysis truly
                                            consolidates the cash flows of all
                                            properties in the portfolio into one
                                            cash flow analysis. The consolidated
                                            cash flow analysis should probably
                                            yield an annual cash flow
                                            appreciation of 2% to 4%. This will
                                            accommodate the analysis of a true
                                            internal rate of return for the
                                            overall portfolio in total.

                                            The investor would be looking for a
                                            true internal rate of return of
                                            approximately 20% to 25%. Based on
                                            the description of the subject
                                            portfolio, a 20% internal rate of
                                            return would be the most probable
                                            targeted rate. The analysis should
                                            be based upon a hypothetical "loan"
                                            at an interest rate reflective of
                                            alternative cost of funds. This
                                            could be either 130(plus or minus)
                                            basis points above 10 year
                                            treasuries or 175(plus or minus)
                                            basis points above LIBOR.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 137
<PAGE>

                                            PORTFOLIO SALE MARKET VALUE ESTIMATE
- --------------------------------------------------------------------------------

                                            Based on the respondents experience,
                                            this will probably have an
                                            approximate 50(plus or minus) to
                                            100(plus or minus) basis point
                                            reduction in the overall rate as
                                            compared to individual property
                                            overall rates.

                                            Since the appraisers did not
                                            appraise all 18 properties in the
                                            subject portfolio, we have applied
                                            these criteria to the individual
                                            subject property cash flow. The
                                            implied alternative cost of funds,
                                            or hypothetical interest rate range
                                            equates to 7% to 7.5% and the
                                            hypothetical loan was derived based
                                            upon a 1.15 debt coverage ratio.
                                            This discounted cash flow analysis
                                            values under these two scenarios
                                            ranged from 8.83% to 9.16%. This
                                            compares to the original individual
                                            property sale valuation overall rate
                                            of 10.00%. Thus, a 100 basis point
                                            reduction appears to be justified.

CONCLUSION

      Obviously, it is difficult to utilize matched pairs comparison to
determine the effect of portfolio investments on the overall rate because it can
be highly subjective what the overall rate should have been assuming properties
sold on an individual basis. Therefore, the appraiser had to rely on the
opinions of real estate professionals experienced in this type of transaction.
All persons surveyed suggested that a portfolio similar in quality to the
subject portfolio should generate a lower overall rate than the overall rate
assuming the properties sold individually. The two most reliable sources tended
to suggest ranges of a 50+ to 100(plus or minus) basis point lower overall rate
on a portfolio sale. Only one source provided a solid mathematical calculation
to estimate the overall rate range. Based on the previous analysis, the most
probable effect on the subject's overall rate is a 100 basis point reduction of
the original individual property sale valuation overall rate of 10.00%, or
9.00%.

      The Stabilized Operating Statement net operating income utilized in the
following calculation is the same as the original net operating income presented
earlier in this report.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 138
<PAGE>

                                            PORTFOLIO SALE MARKET VALUE ESTIMATE
- --------------------------------------------------------------------------------

                             ESTIMATED SUBJECT VALUE
                            ASSUMING A PORTFOLIO SALE

              =====================================================
                 NOI           /       OAR      =    Value Estimate
              -----------------------------------------------------
               $308,559        /      9.00%     =      $3,428,436
              -----------------------------------------------------

              -----------------------------------------------------
              Portfolio Sale Value Estimate            $3,430,000
              =====================================================

FINAL CONCLUSIONS OF ASSUMED PORTFOLIO SALE VALUE

      In view of the previous analyses, the market value of the subject
property, contingent to the Assumptions and Limiting Conditions presented
herein, and particularly assuming the subject is part of a sale of the defined
portfolio of properties, as of August 18, 1997, is estimated to be $3,430,000.

      SPECIAL LIMITING CONDITION: The reader is reminded that the a true
portfolio valuation typically derives a value estimate based on the combined
cash flows of all properties within the portfolio. The total value estimate is
sometimes allocated to individual properties within the portfolio and sometimes
not allocated. As a result, portfolio valuation can have varying effects on
individual property values within the portfolio to a minor degree in a positive
or negative direction. The estimated subject portfolio sale value represents the
most probable overall effect on the subject property value, within reasonable
parameters, and in conjunction with the overall portfolio, given the information
available and stated herein.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 139
<PAGE>

                                           PORTFOLIO SALE MARKET VALUE ESTIMATES
- --------------------------------------------------------------------------------

NOM Shopping Center Portfolio Summary

<TABLE>
<CAPTION>
                                                                                                                      Years
Name                    Location          Size (GLA)    Anchor         Anchor Size (GLA)   % Anchor   Expiration   Remaining
- ----                    --------          ----------    ------         -----------------   --------   ----------   ---------
<S>                     <C>                   <C>       <C>                      <C>         <C>      <C>               <C>   <C>
Brownsville Place       Brownsville, TN       76,762    Wal-Mart                 54,962      71.6%    4/17/10            13    54962
                                                                                                                         
Greenbrier Station      Anniston, AL          62,540    Winn Dixie               44,900      71.8%    1/28/17            20
                                                        Revco Drugs               9,240      14.8%    1/31/12            15
                                                                                 ------      -----                       
                                                        Total Anchor             54,140      86.6%                             54140
                                                                                                                         
59 West                 Bessemer, AL          95,591    Winn Dixie               44,090      46.1%   07/31/16           
                                                        Drugs For Less           18,000      18.8%    8/31/11           
                                                                                 ------      -----                       
                                                        Total Anchor             62,090      65.0%                             62090
                                                                                                                         
Clanton Marketplace     Clanton, AL           57,150    Winn Dixie               35,000      61.2%    3/10/13            16
                                                        Harco Drugs               8,450      14.8%    3/20/06             9
                                                                                 ------      -----                       
                                                        Total Anchor             43,450      76.0%                             43450
                                                                                                                         
Betts Crossing          Opelika, AL           58,400    Winn Dixie               44,000      75.3%    12/1/16            19    44000
                                                                                                                         
Opp Marketplace         Opp, AL               25,350    B.C. Moore               16,900      66.7%     8/2/06             9
                                                        Harco                     8,450      33.3%   11/15/08            11
                                                                                 ------      -----                       
                                                        Total Anchor             25,350     100.0%                             25350
                                                                                                                         
Russell Crossing        Phenix City, GA       72,312    Winn Dixie               45,500      62.9%    12/7/08            11
                                                        Big B Drugs               9,000      12.4%   11/28/03             6
                                                                                 ------      -----                       
                                                                                 54,500      75.4%                             54500
                                                                                                                         
Parker Shopping Center  Pensacola, FL         68,680    Winn Dixie               44,000      64.1%    6/25/17            20
                                                        Scotty's                 19,880      28.9%    2/28/06             9
                                                                                 ------      -----                       
                                                                                 63,880      93.0%                             63880
                                                                                                                         
The Y                   Panama City,          64,848    Winn Dixie               46,422      71.6%   11/30/14            17
                                                        Eckerd Drugs             10,354      16.0%    7/28/09            12
                                                                                 ------      -----                       
                                                                                 56,776      87.6%                             56776
                                                                                                                         
29 North                Pensacola             58,040    Winn Dixie               44,000      75.8%   11/30/17            20
                                                        Big B                     9,240      15.9%   11/30/12            15
                                                                                  -----      -----                       
                                                                                 53,240      91.7%                             53240
                                                                                                                         
Nine Mile Plaza         Pensacola            191,787    Winn Dixie               46,372      24.2%   08/29/06             9
                                                        Eckerds                   8,640       4.5%   09/30/05             8
                                                        TJX                      78,000      40.7%   10/31/12            15
                                                                                 ------      -----                       
                                                                                133,012      69.4%                            133012
                                                                                                                         
Hollywood Video         Paducah, KY            7,488    Hollywood Video           7,488     100.0%   09/26/12            15
                                                                                                                         
Mandeville Marketplace  Mandeville, LA        77,785    Winn Dixie               53,986      69.4%    9/30/16            19
                                                        FNBC                     10,500      13.5%    9/11/03             6
                                                                                 ------      -----                       
                                                                                 64,486      82.9%                             64486
                                                                                                                         
Delchamps Plaza         Long Beach, MS        62,859    Delchamps                35,059      55.8%    7/31/09            12
                                                        Big B Drugs               9,000      14.3%    7/31/99             2
                                                                                  -----      -----                       
                                                                                 44,059      70.1%                             44059
                                                                                                                         
Chicot Crossing         Pascagoula, MS       122,360    Winn Dixie               47,300      38.7%    3/24/16            19
                                                        Harco                    10,125       8.3%    1/31/11            14
                                                        Goody's                  27,435      22.4%    3/31/06             9
                                                                                 ------      -----                       
                                                                                 84,860      69.4%                             84860
                                                                                                                         
One Main Place          Pascagoula, MS        68,566    Brunos (Food World)      47,802      69.7%    4/30/13            16
                                                        Big B/Revco              10,064      14.7%    8/31/05             8
                                                                                 ------      -----                       
                                                                                 57,866      84.4%                             57866
                                                                                                                         
Hollywood Video/Jiffy Lu  Franklin, TN         9,305    Hollywood Video           7,488      80.5%    8/31/12            15
                                                        Jiffy Lube                1,817      19.5%    8/31/05            20
                                                                                 ------      -----                       
                                                                                  9,305     100.0%                              9305
                                                                                                                         
Eckerd                  Franklin, TN          10,908    Eckerd                   10,908     100.0%   11/30/17            20    10908
                                              -------                            ------     ------                       
                                                                                                                         
Total Portfolio GLA                        1,190,731                            916,884      77.0%                       13  916,884

  No. of Properties                               18
</TABLE>


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 140
<PAGE>

                                         CERTIFICATION OF VALUE - PORTFOLIO SALE
================================================================================

We certify that, to the best of our knowledge and belief,...

1.    The statements of fact contained in this report are true and correct.

2.    The reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions, and are our personal,
      unbiased professional analyses, opinions, and conclusions.

3.    We have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved.

4.    Our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of subsequent event.

5.    Our analyses, opinions, and conclusions were developed, and this report
      has been prepared, in conformity with the Uniform Standards of
      Professional Appraisal Practice published by the Appraisal Foundation and
      the Standards of Professional Practice of the Appraisal Institute.

6.    The use of this report is subject to the requirements of the Appraisal
      Institute relating to review by its duly authorized representatives.

7.    As of the appraisal date, James E. Lamb, MAI, has completed the
      requirements of the continuing education program of the Appraisal
      Institute.

8.    Craig A. Johnson made a personal inspection of the property that is the
      subject of this report. James E. Lamb, MAI did not inspect the subject
      property.

9.    No one provided significant professional assistance to the person(s)
      signing this report.

10.   This appraisal assignment was not based on a requested minimum valuation,
      a specific valuation, or the approval of a loan.

11.   MARKET VALUE OF SHOPPING CENTER ASSUMING PORTFOLIO SALE

      The market value of the leased fee interest in the subject property,
      subject to the Assumptions and Limiting Conditions stated herein,
      particularly assuming the subject is sold as part of the 18 property
      portfolio described in the attached report, as of August 18, 1997 is
      estimated to be:

               THREE MILLION FOUR HUNDRED THIRTY THOUSAND DOLLARS
                                  ($3,430,000)


/s/ James E. Lamb                                 /s/ Craig A. Johnson

James E. Lamb, MAI                                Craig A. Johnson
Review Appraiser                                  Associate Appraiser
State Certified General Real                      State Certified General 
  Estate Appraiser                                  Real Estate Appraiser
Licensee #CG-557 (Tennessee)                      Licensee #TG-431 (Mississippi)


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 141
<PAGE>

                                                       SUMMARY OF QUALIFICATIONS
                                                              JAMES E. LAMB, MAI
================================================================================

EDUCATION

Attended the University of North Alabama, Fall 1977 through Spring 1979.
Graduate of the University of Mississippi, BBA Banking and Finance, May, 1981;
MBA Finance, August, 1982.

PROFESSIONAL AFFILIATIONS

The Appraisal Institute, The Volunteer State Chapter; MAI Designation -
Certification No. 8254. Continuing education completion status - through
December 31, 1997

The National Association of Realtors, Member; local affiliation - Nashville
Board of Realtors.

STATE CERTIFICATIONS

State of Tennessee Certified General Real Estate Appraiser - Licensee #CG-557

ACCREDITED APPRAISAL COURSES
   THE APPRAISAL INSTITUTE:

     Course    101    Introduction to Appraising Real Property
     Course    1A-1   Real Estate Appraisal Principles
     Course    1A-2   Basic Valuation Procedures
     Course    1B-A   Capitalization Theory and Techniques, Part A
     Course    1B-B   Capitalization Theory and Techniques, Part B
     Course    2-1    Case Studies In Real Estate Valuation
     Course    2-2    Valuation Analysis and Report Writing
     Course           Standard of Professional Practice, Part A
     Course           Standard of Professional Practice, Part B
     Seminar          Hazardous Materials in Real Property
     Seminar          Persuasive Styles in Narrative Report Writing
     Seminar          Advanced Income Capitalization Overview

  OTHER

     Real Estate Principles
     Real Estate Finance
     Commercial and Investment Real Estate
     Project Seminar

PROFESSIONAL EXCHANGE TO FOREIGN COUNTRIES

Participated as a delegate of People to People International's Citizen
Ambassador Program - Real Estate Delegation to Russia and Lithuania. Discussions
focused on the privatization of real estate in these countries as they converted
real estate ownership from the government to the private sector. Issues specific
to this process included real estate law fundamentals, real estate tax issues,
real estate valuation and attracting foreign real estate investment.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 142
<PAGE>

                                                       Summary Of Qualifications
                                                              JAMES E. LAMB, MAI
- --------------------------------------------------------------------------------

PROFESSIONAL EXPERIENCE

Appraisal experience includes retail, industrial, office, multi-family,
mixed-use land developments and special-purpose properties. Special-purpose
property assignments include hotels, manufacturing facilities, restaurants,
right-of-ways and retirement facilities. Appraisals have been utilized for
mortgage loans, eminent domain, feasibility analyses, gift and estate tax, and
corporate management decisions.

EXPERT WITNESS

Qualified as an expert witness in several real estate court cases. Court
appearances have been in Middle Tennessee, East Tennessee and West Tennessee
federal bankruptcy courts. Also, Mr. Lamb has qualified as an expert in federal
bankruptcy court in Pennsylvania (Philadelphia) and Georgia (Atlanta).

Mr. Lamb has appeared before an Administrative Judge for the State of Tennessee
State Board of Equalization.

EMPLOYMENT HISTORY

Currently employed with Huber & Lamb Appraisal Group, Inc., and is a principle
in the company. Mr. Lamb is the principle in charge of the commercial real
estate division of the company and is the managing partner of the firm.

Previously employed as Vice President and primary MAI with Dengel, Lamb & Huber
prior to purchasing the assets and operations of DLH in October 1991.

Previously employed by Crosson Dannis, Inc., a Dallas, Texas appraisal firm from
March 1983 through June 1987 as a staff appraiser.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 143
<PAGE>

                                                       SUMMARY OF QUALIFICATIONS
                                                                CRAIG A. JOHNSON
================================================================================

EDUCATION

Attended Lincoln Land Community College of Springfield, Illinois 1973 through
1975

PROFESSIONAL AFFILIATIONS

         International Association of Assessing Officers
         Certified Illinois Assessing Officer
         Registered Agent with the Tennessee State Board of Equalization
         Licensed Certified General Appraiser with the Tennessee State Board
                of Real Estate Appraisers
         Institute of Property Taxation
         State of Tennessee Certified General Real Estate Appraiser -
                Licensee #CG-1200

APPRAISAL COURSES

         INTERNATIONAL ASSOCIATION OF ASSESSING OFFICERS:
                Fundamentals of Real Property Appraisal
                Income Approach Valuation
                Development and Analysis of Narrative Appraisal Reports
                Assessment Administration
                Valuation of Machinery and Equipment

         APPRAISAL INSTITUTE
                Capitalization Theory and Techniques, Part A
                Industrial Valuation
                Standards of Professional Practice, Part A

         ILLINOIS PROPERTY ASSESSMENT INSTITUTE
                I-A    Rural and Residential Workshop (1978)
                I-A    Rural and Residential Workshop (1980)
                Basic Assessment Practices
                Masters-Cost, Market & Income Approaches to Value
                Assessment Procedures and the Law
                Adventures in Appraising & Real Estate Investment Analysis

PROFESSIONAL EXPERIENCE

Currently employed with Huber & Lamb Appraisal Group, Inc. as an Associate
Appraiser.

Appraisal experience includes industrial, agricultural, multi-family,
hotel/motel, urban renewal and special properties in 33 states throughout the
nation. Appraisals have been utilized in tax assessment and tax consultation,
loan application, relocation, urban renewal, legal purposes and condemnation.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 144
<PAGE>

                                              SUMMARY OF QUALIFICATIONS, CONT'D.
                                                                CRAIG A. JOHNSON
- --------------------------------------------------------------------------------

EXPERT WITNESS

Qualified as an expert witness in several real estate court cases. Court
appearances have been in Middle Tennessee federal bankruptcy court.

EMPLOYMENT HISTORY SUMMARY

Hollingsworth Group, Inc., in Nashville, Tennessee as an Executive Vice
President, specializing in running daily operations of appraisal, real and
personal property tax consulting firm.

Property Assessment Advisers, Inc., in Chicago, Illinois as a Tax Consultant,
specializing in personal and real property taxes, appeals, filing returns and
negotiating reductions.

DuCharme, McMillen & Associates, Inc., in Fort Wayne, Indiana as a Senior Staff
Appraiser specializing in commercial and industrial narrative appraisals.

Charles R. Johnson, MAI, in Springfield, Illinois as an Associate Appraiser
specializing in residential and commercial narrative appraisals.

Illinois Department of Revenue, in Springfield Illinois as Staff Appraiser
specializing in commercial and industrial narrative appraisals.

Sangamon County Supervisor of Assessments Office, in Springfield, Illinois
specializing in real estate appraisals.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 145
<PAGE>

                                              Summary of Qualifications, Cont'd.
                                                                Craig A. Johnson
================================================================================

                                                 APPRAISER                      
                                                 
                                                 Name:       CRAIG ALAN JOHNSON
                                                             -------------------

                                                 Address:    109 WESTPARK DRIVE
                                                             -------------------
         [GRAPHIC OMITTED]                                   SUITE 320
                                                             -------------------
                                                             BRENTWOOD, TN 37027
                                                             -------------------
                                                 
                                                 Licensing state:  TENNESSEE
                                                 
                                                 License Number:   CC-1200
                                                 
                                                 /s/ Craig Alan Johnson
                                                 ----------------------------
                                                 Signature of Appraiser


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 146
<PAGE>

                                                                         ADDENDA
================================================================================

Contents

Exhibit 1                     Engagement Letter
Exhibit 2                     Subject Metes & Bounds Description
Exhibit 3                     Discounted Cash Flow Supporting Schedules
Exhibit 4                     Historical & Supporting Operating Statement Data


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 147
<PAGE>

                                                                       Exhibit 1
                                                               Engagement Letter
================================================================================



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

(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 148
<PAGE>

July 31, 1997

                                                                          NEWTON
                                                                         OLDACRE
VIA FEDERAL EXPRESS                                                     MCDONALD

Mr. Jimmy Lamb
HUBER & LAMB
109 Westpark Drive, Suite 320
Brentwood, TN 37027

Re:  New Appraisals 

Dear Mr. Lamb,

Per Tom Newton's request, enclosed please find the information you have
requested on the following centers:

      Brownsville Place
      Brownsville, TN

      Chicot Crossing
      Pascagoula, MS

      Delchamps Plaza
      Long Beach, MS

      One Main Place
      Moss Point, MS

Attached to this letter is a listing of the exact items included as well as
an additional Federal Express tube containing drawings. The financial
information will not be available until the first of next week due to our
Controller being on vacation.

If you are in need of any additional information, please feel free to give me
a call. Sincerely,


/s/ Terry C. Templeton

Terry C. Templeton

                                                 Newton Oldacre McDonald, L.L.C.
                                                          P. 0. Box 680176 36068
TCT:slw                                              250 Washington Street 36067
                                                             Prattville, Alabama
enclosure                                                         (334) 361-8500
                                                              FAX (334) 365-4183
<PAGE>

                                                                       Exhibit 2
                                              Subject Metes & Bounds Description
================================================================================


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 149
<PAGE>

STATE OF MISSISSIPPI
COUNTY OF JACKSON

                                  WARRANTY DEED

      FOR AND IN CONSIDERATION of the sum of ten dollars, cash in hand paid, and
other good and valuable considerations, the receipt and sufficiency of which is
hereby acknowledged, the undersigned,

                       GULF VILLAGE SHOPPING CENTER, INC.

                    does hereby sell, convey and warrant unto

                         ONE MAIN PLACE PARTNERS, LTD.,
                         an Alabama Limited partnership
                         qualified to do business in the
                              State of Mississippi

the following described real property, together with all improvements thereon,
located in the City of Pascagoula, County of Jackson, State of Mississippi, and
more particularly described as follows, to wit:

            A tract of land situated in Section 36, Township 7 South, Range 6
            West, Jackson County, Mississippi, and more particularly described
            as follows:

            Commencing at the NE corner of Section 36; thence South along the
            line dividing Ranges 5 and 6 West for a distance of 3392.19 feet to
            the South margin of Jefferson Street; thence West along the South
            margin of Jefferson Street 767.64 feet to the Point of Beginning;
            thence South 00(degree)34'52" East for a distance of 478.42 feet;
            thence West for a distance of 376.63 feet; thence North
            09(degree)24'20" West for a distance of 36.93 feet; thence South
            87(degree)32'54" West for a distance of 201.51 feet to the East
            Right-of-Way line of Telephone Road; thence North 10(degree)47'22"
            West for a distance of 388.64 feet along said Right-of-Way; thence
            North 73(degree)42'44" East for a distance of 13.93 feet; thence
            North 1001810011 West for a distance of 66.00 feet to the South
            Right-of-Way line of Jefferson Street; thence East along said South
            Right-of-Way for a distance of 650.32 feet back to the Point of
            Beginning. Containing 6.66 acres, more or less.

      THIS CONVEYANCE is subject to all restrictions, reservations and easements
affecting said property on file and of record in the Office of the Chancery
Clerk of Jackson County, Mississippi.

      AD VALOREM TAXES for the year 1995 have been prorated between the parties
hereto and the obligation to pay same is assumed by the Grantee herein upon
acceptance of this deed.
<PAGE>

                                                                       Exhibit 3
                                       Discounted Cash Flow Supporting Schedules
================================================================================



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

(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 150
<PAGE>

File            :1 Main-PL                                        Time : 2:43 pm
Property Type   :Retail                                           Ref# : AAA
Portfolio       :Merrill Lynch Mortgage Capital                   Page : 2


                         One Main Place Shopping Center
                           5500 Telephone Road/SR-613
                          Pascgoula, Mississippi 39581
                   SCHEDULE OF EXPENSE REIMBURSEMENT REVENUE
    Fiscal Year Reimbursable Operating Expenses Adjusted for Actual Occupancy

<TABLE>
<CAPTION>
                                     Year 1     Year 2     Year 3       Year 4     Year 5     Year 6     Year 7     Year 8   
For the Years Ending               Jul-1998   Jul-1999   Jul-2000     Jul-2001   Jul-2002   Jul-2003   Jul-2004   Jul-2005   
                                   --------   --------   --------     --------   --------   --------   --------   --------   
<S>                                 <C>        <C>       <C>          <C>        <C>        <C>        <C>        <C>        
REIMBURSABLE EXPENSES
Management Fee:                     $16,548    $17,023    $17,133      $17,262    $17,631    $17,330    $18,877    $19,057   
Real Estate Taxes:                   45,794     47,168     48,583       50,526     52,547     54,649     56,835     59,108   
Property Insurance:                   6,857      7,062      7,274        7,565      7,868      8,182      8,510      8,850   
CAM - Common Area Maintenance:       26,055     26,837     27,642       28,748     29,897     31,093     32,337     33,631   
                                    -------    -------   --------     --------   --------   --------   --------   --------   
TOTAL REIMBURSABLE EXPENSES         $95,254    $98,090   $100,632     $104,101   $107,943   $111,254   $116,559   $120,646   
                                    =======    =======   ========     ========   ========   ========   ========   ========   

                         Calendar Year Reimbursable Operating Expenses used for Reimbursement Calculations

For the Years Ending               Dec-1997   Dec-1998   Dec-1999     Dec-2000   Dec-2001   Dec-2002   Dec-2003   Dec-2004   
                                   --------   --------   --------     --------   --------   --------   --------   --------   
REIMBURSABLE EXPENSES
Management Fee:                     $16,274    $16,891    $17,065      $17,181    $17,269    $17,963    $17,649    $18,962   
Real Estate Taxes:                   45,016     46,366     47,757       49,393     51,368     53,423     55,560     57,782   
Property Insurance:                   6,740      6,942      7,151        7,395      7,691      7,999      8,319      8,652   
CAM - Common Area Maintenance:       25,612     26,381     27,172       28,103     29,227     30,396     31,612     32,876   
                                    -------    -------   --------     --------   --------   --------   --------   --------   
TOTAL REIMBURSABLE EXPENSES         $93,642    $96,580    $99,145     $102,072   $105,555   $109,781   $113,140   $118,272   
                                    =======    =======   ========     ========   ========   ========   ========   ========   

                                    Resulting Fiscal Year Property Expense Reimbursement Revenue

                                     Year 1     Year 2     Year 3       Year 4     Year 5     Year 6     Year 7     Year 8   
For the Years Ending               Jul-1998   Jul-1999   Jul-2000     Jul-2001   Jul-2002   Jul-2003   Jul-2004   Jul-2005   
                                   --------   --------   --------     --------   --------   --------   --------   --------   
EXPENSE REIMBURSEMENTS
Management Fee:                     $16,531    $16,993    $17,133      $17,232    $17,556    $17,126    $18,415    $19,056   
Real Estate Taxes:                   45,517     47,178     48,711       50,545     52,218     52,613     56,856     59,130   
Property Insurance:                   6,815      7,064      7,294        7,568      7,817      7,879      8,513      8,853   
CAM - Common Area Maintenance:       25,897     26,843     27,715       28,758     29,718     29,934     32,349     33,643   
                                    -------    -------   --------     --------   --------   --------   --------   --------   
TOTAL EXPENSE REIMBURSEMENT         $94,760    $98,078   $100,853     $104,103   $107,301   $107,552   $116,133   $120,682   
                                    =======    =======   ========     ========   ========   ========   ========   ========   

                             Percentage of Reimbursable Expenses Collected as Expense Reimbursement

                                      Year 1     Year 2     Year 3       Year 4     Year 5     Year 6     Year 7     Year 8  
For the Years Ending                 Jul-1998   Jul-1999   Jul-2000     Jul-2001   Jul-2002   Jul-2003   Jul-2004   Jul-2005 
                                     --------   --------   --------     --------   --------   --------   --------   -------- 
EXPENSE REIMBURSEMENTS
Management Fee:                       99.90%     99.82%   100.00%        99.83%     99.57%     98.82%     97.55%     99.99%  
Real Estate Taxes:                    99.40%    100.02%   100.26%       100.04%     99.37%     96.27%    100.04%    100.04%  
Properly Insurance:                   99.39%    100.03%   100.27%       100.04%     99.35%     96.30%    100.04%    100.03%  
CAM - Common Area Maintenance:        99.39%    100.02%   100.26%       100.03%     99.37%     96.27%    100.04%    100.04%  
                                    -------    -------   --------     --------   --------   --------   --------   --------   
TOTAL EXPENSE REIMBURSEMENT           99.48%     99.99%   100.22%       100.00%     99.41%     96.67%     99.63%    100.03%  
                                    =======    =======   ========     ========   ========   ========   ========   ========   
</TABLE>

                                     Year 9  Year 10    Year 11
For the Years Ending               Jul-2006 Jul-2007   Jul-2008
                                   -------- --------   --------
REIMBURSABLE EXPENSES
Management Fee:                     $19,223  $19,678    $19,680
Real Estate Taxes:                   61,473   63,632     66,489
Property Insurance:                   9,204    9,572      9,955
CAM - Common Area Maintenance:       34,976   36,375    133,954
                                   -------- --------    -------
TOTAL REIMBURSABLE EXPENSES        $124,876 $129,557    $133954
                                   ======== ========    =======

Calendar Year Reimbursable Operating Expenses used for Reimbursement
  Calculations

For the Years Ending               Dec-2005 Dec-2006   Dec-2007
                                   -------- --------   --------
REIMBURSABLE EXPENSES
Management Fee:                     $19,126  $19,208    $20,124
Real Estate Taxes:                   60,094   62,497     64,997
Property Insurance:                   8,998    9,358      9,732
CAM - Common Area Maintenance:       34,191   35,559     36,981
                                   -------- --------    -------
TOTAL REIMBURSABLE EXPENSES        $122,409 $126,622   $131,834
                                   ======== ========    =======

          Resulting Fiscal Year Property Expense Reimbursement Revenue

                                     Year 9  Year 10    Year 11
For the Years Ending               Jul-2006 Jul-2007   Jul-2008
                                   -------- --------   --------
EXPENSE REIMBURSEMENTS
Management Fee:                     $19,173  $19,612    $19,430
Real Estate Taxes:                   61,496   63,530     64,848
Property Insurance:                   9,207    9,512      9,709
CAM - Common Area Maintenance:       34,989   36,147     36,897
                                   -------- --------    -------
TOTAL EXPENSE REIMBURSEMENT        $124,865 $128,801   $130,884
                                   ======== ========    =======

     Percentage of Reimbursable Expenses Collected as Expense Reimbursement

                                      Year 9   Year 10   Year 11
For the Years Ending                 Jul-2006 Jul-2007  Jul-2008
                                     -------- --------  --------
EXPENSE REIMBURSEMENTS
Management Fee:                       99.74%   99.66%     98.73%
Real Estate Taxes:                   100.04%   99.37%     97.53%
Properly Insurance:                  100.03%   99.37%     97.53%
CAM - Common Area Maintenance:       100.04%   99.37%     97.53%
                                   -------- --------    -------
TOTAL EXPENSE REIMBURSEMENT          99.99%    99.42%     97.71%
                                   ======== ========    =======
<PAGE>

File            :1 Main-PL                                        Time : 2:43 pm
Property Type   :Retail                                           Ref# : AAA
Portfolio       :Merrill Lynch Mortgage Capital                   Page : 5

                         One Main Place Shopping Center
                           5500 Telephone Road/SR-613
                          Pascgoula, Mississippi 39581
                            PROPERTY SUMMARY REPORT

TIMING & INFLATION
   Analysis Period:              August 1, 1997 to July 31, 2007; 10 years 
   Inflation Method:             Fiscal
   General Inflation Rate:       3.00% for 2 years
                                 4.00% thereafter
                                 
PROPERTY SIZE & OCCUPANCY        
   Properly Size:                68,566 Square Feet
   Alternate Size:               1 Square Foot
   Number of rent roll tenants:  4
   Total Occupied Area:          68,566 Square Feet, 100.00%, during first month
                                      of analysis
                                 
GENERAL VACANCY                  
   Method:                       Percent of Revenue
   Excludes Tenant Group:        Anchors
   Amount:                       5.00%
                                 
PROPERTY PURCHASE & RESALE       
   Purchase Price:               -
   Resale Method:                Capitalize Net Operating Income
   Cap Rate:                     10.50%
   Cap Year:                     Year 11
   Commission/Closing Cost:      4.00%
   Net Cash Flow from Sale:      $3,173,724
                                 
PRESENT VALUE DISCOUNTING        
   Discount Method:              Annually (End-point on Cash Flow & Resale)
   Unleveraged Discount Rate:    11.50%
   Unleveraged Present Value:    $2,878,160 at 11.50%
<PAGE>

File            :1 Main-PL                                        Time : 2:43 pm
Property Type   :Retail                                           Ref# : AAA
Portfolio       :Merrill Lynch Mortgage Capital                   Page : 1


                         One Main Place Shopping Center
                           5500 Telephone Road/SR-613
                          Pascgoula, Mississippi 39581
                                Input Assumptions

PROPERTY DESCRIPTION                                  PROPERTY TIMING
Name:          One Main Place Shopping Center        Analysis Start Date:  8/97
Address:       5500 Telephone Road/SR-613            First Year Ends:      7/98
City:          Pascgoula,                            Years of Analysis:    10
State:         Mississippi
Zip:           39581  
Portfolio:     Merrill Lynch Mortgage Capital
Property Type: Retail

        Area Measures
      Label       Area 
- -----------------------------
Property Size          68566
Alt. Prop. Size            1
Net Rentable           68566

GENERAL INFLATION
Inflation Method:       Fiscal
Reimbursement Method:   Calendar reimbursement using fiscal Inflation

<TABLE>
<CAPTION>
      Year 1     Year 2     Year 3     Year 4     Year 5     Year 6    Year 7     Year 8    Year 9    Year 10    Year 11   Year 12
<S>        <C>        <C>        <C>        <C>        <C>        <C>       <C>        <C>       <C>        <C>        <C>       <C>
Rate:      0          3          3          4          4          4         4          4         4          4          4         4
</TABLE>

REIMBURSABLE EXPENSES

<TABLE>
<CAPTION>
Name                            Acct Code         Amount  Units      Area          Frequency       %Fixed     Inflation    Ref Acct
- ----------------------------    ---------         ------  -----      ----          ---------       ------     ---------    --------
<S>                             <C>           <C>         <C>        <C>             <C>              <C>     <C>          <C>
Management Fee:                                        4  % of EGR
Real Estate Taxes:                            0.66788204  $/Area     Property Size   /Year            100
Property Insurance:                                  0.1  $/Area     Property Size   /Year            100
CAM - Common Area Maintenance:                      0.38  $/Area     Property Size   /Year            100

Gross Up for Reimbursement: No

<CAPTION>
NON-REIMBURSABLE EXPENSES

Name                            Acct Code         Amount  Units      Area          Frequency       %Fixed     Inflation    Ref Acct
- ----------------------------    ---------         ------  -----      ----          ---------       ------     ---------    --------
<S>                             <C>           <C>         <C>        <C>             <C>              <C>     <C>          <C>
Administration:                                   0.01   $/Area      Property Size   /Year            100
Reserves:                                          0.1   $/Area      Property Size   /Year            100
</TABLE>

GENERAL VACANCY
  Option:                    Percent of Revenue from all Tenants Except:  
  Percent Based on Revenue Minus Absorption and Turnover Vacancy: No
  Reduce General Vacancy Result by Absorption & Turnover Vacancy: Yes
  Rate:                        5
  Excluded Tenant Group:       Anchors


RENT ROLL

<TABLE>
<CAPTION>
    Tenant Name/             Lease   Total  Start Term/  Base/Min     Unit of    Rent   Rtl         Reimbur-       Rent  Leasing 
No. Description        Suite  Type    Area  Date  Expir    Rent       Measure    Chng   Sls          sements   Abatemnt   Cost   
- --- -----------        ----- -----  ------- ----- ------ --------     --------   -----  ----   --------------  --------  ------- 
<S>                      <C> <C>    <C>      <C>    <C>   <C>         <C>        <C>    <C>   <C>              <C>        <C>    
1   Bruno's (Food World)   1   Retail 47,802   3/88   4/13  3.76553282  $/SqFt/Yr                        Net                     
2   Big 'B'/Revco Drugs    2   Retail 10,064  12/95   2/03        6.81  $/SqFt/Yr                        Net                     
3   Hale's                 3   Retail  5,600  12/95   9/01        7.25  $/SqFt/Yr             Triple-Net+man                     
4   Movies and More        4   Retail  5,100  12/95  12/97        4.24  $/SqFt/Yr             Triple-Net+man                     
</TABLE>

    Tenant Name/         Market                  Upon         Rnwl  More/
No. Description          Leasing                 Expiration   Prob  Notes
- --- -----------          ---------------------   ----------   ----  -----
1 Bruno's (Food World)   1 Bruno's (Food W       Market
2 Big "B"/Revco Drugs    2 Big 'B'/Revco Drugs   Market
3 Hale's                 3 Hale's                Market
4 Movies and More        4 Movies and More       Market

                            (continued on next page)
<PAGE>

File            :1 Main-PL                                        Time : 2:43 pm
Property Type   :Retail                                           Ref# : AAA
Portfolio       :Merrill Lynch Mortgage Capital                   Page : 2


                         One Main Place Shopping Center
                           5500 Telephone Road/SR-613
                          Pascgoula, Mississippi 39581
                                Input Assumptions
                         (continued from previous page)

Tenant Groups

Group: Anchors
  Bruno's (Food World)        1
  Big 'B'/Revco Drugs         2

DETAILED REIMBURSEMENT METHODS

Category: Triple-Net + man

<TABLE>
<CAPTION>
Reimbursable        Reimbursable                       Pro-   Area          Area   Reimburse Charg-  Reimb.   Min.   Max   % Rent
Expenses            Method                    Amount   rata   Measure       Minimum After      able  Minimum  Growth Growth  Offset
- ------------------  ------------------------ -------- ------- ------------- ------- ---------- ----  -------  ------ ------ -------
<S>                 <C>                       <C>     <C>     <C>           <C>     <C>       <C>    <C>      <C>    <C>    <C>
Management Fee:     Net (Pays Pro Rata Share)         Natural Property Size                   100
Real Estate Taxes:  Net (Pays Pro Rata Share)         Natural Property Size                   100
Property Insurance: Net (Pays Pro Rata Share)         Natural Property Size                   100
CAM - Common Area   Net (Pays Pro Rata Share)         Natural Property Size                   100
Group               Not Available
</TABLE>

Number of terms to apply method: 1
Gross up Expenses: Global

Category: Triple Net excl

<TABLE>
<CAPTION>
Reimbursable        Reimbursable                       Pro-   Area          Area   Reimburse Charg-  Reimb.   Min.   Max   % Rent
Expenses            Method                    Amount   rata   Measure       Minimum After      able  Minimum  Growth Growth  Offset
- ------------------  ------------------------ -------- ------- ------------- ------- ---------- ----  -------  ------ ------ -------
<S>                 <C>                       <C>     <C>     <C>           <C>     <C>       <C>    <C>      <C>    <C>    <C>
Management Fee:     Not Reimbursed (Exclude) 
Real Estate Taxes:  Net (Pays Pro Rata Share)         Natural Property Size                   100
Property Insurance: Net (Pays Pro Rata Share)         Natural Property Size                   100
CAM - Common Area   Net (Pays Pro Rata Share)         Natural Property Size                   100
Group               Not Available
</TABLE>

Number of terms to apply method: 1
Gross up Expenses: Global

MARKET LEASING ASSUMPTIONS

Category: Bruno's (Food W

                            New Market   Renewal Mkt   Term 2   Term 3   Term 4

  Renewal Probability                            75
  Market Rent                   3.77           3.77
  Months Vacant                    4              0
  Tenant Improvements           3.00           1.00
  Leasing Commissions              4              2
  Rent Abatements                  0      
NON-WEIGHTED ITEMS                        
  Rent Changes                    No      
  Retail Sales                    No      
  Reimbursements                 Net      
  Term Lengths                     5      

                            (continued on next page)
<PAGE>

File            :1 Main-PL                                        Time : 2:43 pm
Property Type   :Retail                                           Ref# : AAA
Portfolio       :Merrill Lynch Mortgage Capital                   Page : 3


                         One Main Place Shopping Center
                           5500 Telephone Road/SR-613
                          Pascgoula, Mississippi 39581
                                Input Assumptions
                         (continued from previous page)


Category: Big 'B'/Revco

                            New Market   Renewal Mkt   Term 2   Term 3   Term 4

  Renewal Probability                            75
  Market Rent                    6.81          6.81
  Months Vacant                     4             0
  Tenant Improvements            2.00          1.00
  Leasing Commissions               4             2
  Rent Abatements                   0
NON-WEIGHTED ITEMS
  Rent Changes                     No
  Retail Sales                     No
  Reimbursements                  Net
  Term Lengths                      5

Category: Hale's
                            New Market   Renewal Mkt   Term 2   Term 3   Term 4

  Renewal Probability                            75
  Market Rent                    7.50          7.50
  Months Vacant                     4             0
  Tenant Improvements            2.00          1.00
  Leasing Commissions               5             2
  Rent Abatements                   0
NON-WEIGHTED ITEMS
  Rent Changes                     No
  Retail Sales                     No
  Reimbursements       Triple-Net+man
  Term Lengths                      5

                                    
PROPERTY RESALE
Initial Purchase Price:   0
Option:                   Capitalize Net Operating Income
Cap Rate:                 0.105
Resale Commission (%):    4
Apply Rate to following year income: Yes
Calculate Resale for All Years: No

                      PRESENT VALUE DISCOUNTING
                     Unleveraged Discount Range
                       Low Discount Rate:           11.5
                     Discount Method: Annually (End-point on Cash Flow & Resale)
<PAGE>

                                                                       Exhibit 4
                                Historical & Supporting Operating Statement Data
================================================================================


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

(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 151
<PAGE>

                            ONE MAIN PLACE RENT ROLL

                                                                         8/14/97

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                     PERCENTAGE RENT
- ----------------------------------------------------------------------------------------------------------------------------
SHOP #       TENANT            SQ.FT. GLA%   RENT PSF  BASE RENT  TERM  EXPIRATION  RATE    SALES BASE   TAXES   INSURANCE
- ----------------------------------------------------------------------------------------------------------------------------
<C>     <S>                   <C>     <C>     <C>     <C>          <C>   <C>         <C>    <C>           <C>       <C>
Anchor  Bruno's (Food World)  47,602  69.72%  $ 3.77  $ 180,000    25    4/30/13      1%    18,000,000    yes       yes
- ----------------------------------------------------------------------------------------------------------------------------
Anchor  Big B/Revco ***       10,064  14.59%  $ 6.81  $  68,535     8       ***       2%     3,019,200    yes       yes
- ----------------------------------------------------------------------------------------------------------------------------
        Hale's                 5,600   8.12%  $ 7.25  $  40,600     5     9/30/01    n/a        n/a       yes       yes
- ----------------------------------------------------------------------------------------------------------------------------
        Movies and More        5,100   7.39%  $ 4.24  $  21,600             MTM      n/a        n/a       yes       yes
- ----------------------------------------------------------------------------------------------------------------------------
                              68,566                  $ 310,732
- ----------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------
        *** Rent based on 8 year average. Tenant
        has not opened for business, so expiration date is
        not determinable
- ----------------------------------------------------------------------------------------------------------------------------

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

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

<CAPTION>
- ----------------------------------------------------------------------------------------------------
                                REIMBURSABLES                RENT     INCREASES   RENEWAL    OPTIONS
- ----------------------------------------------------------------------------------------------------
SHOP #       TENANT            CAM   MGMT FEE    RESERVE     DATE      AMOUNT     PERIODS   RATE/CAP
- ----------------------------------------------------------------------------------------------------
<C>     <S>                    <C>      <C>         <C>    <C>       <C>          <C>        <C>
Anchor  Bruno's (Food World)   yes      no          no                            4 for 5
- ----------------------------------------------------------------------------------------------------
Anchor  Big B/Revco ***        yes      no          no     Yr2/Yr3-8 $6.50/$7.00  3 for 5     $7.00
- ----------------------------------------------------------------------------------------------------
        Hale's                 yes      yes         no
- ----------------------------------------------------------------------------------------------------
        Movies and More        yes      yes         no
- ----------------------------------------------------------------------------------------------------

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

- ----------------------------------------------------------------------------------------------------
        *** Rent based on 8 year average. Tenant
        has not opened for business, so expiration date is
        not determinable
- ----------------------------------------------------------------------------------------------------

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

- ----------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

- --------------------------------------------------------------------------------
                                                 1996
- --------------------------------------------------------------------------------
               CENTER/LOCATION              PROPERTY TAXES
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
                                                1,742.45
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                               13,667.88
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                                1,111.68
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
           BROWNSVILLE PLACE                   34,371.84
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
           CHICOT CROSSING                     51,873.74
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                               18,245.80
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
           DELCHAMPS PLAZA                     52,875.84
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                           purchased in `97
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                                2,080.65
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                               74,845.86
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                               86,305.47
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                               46,790.79
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
           OPP MARKETPLACE                      7,177.70 (A)
- --------------------------------------------------------------------------------
                                      
- --------------------------------------------------------------------------------
                                               13,775.93
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                               44,606.36
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                               17,134.33
- --------------------------------------------------------------------------------
           (A) revised to exclude Winn-Dixie
- --------------------------------------------------------------------------------
<PAGE>

                                                                          NEWTON
                                                                         OLDACRE
July 30, 1997                                                           MCDONALD


For the years 1996 and 1997, Newton Oldacre McDonald (NOM) properties have been
consolidated onto master policies for insurance coverage. The 1997 policies are
held by The Travelers and The Fireman's Fund through Palomar Insurance Agency in
Montgomery, Alabama. All NOM properties subject to the forthcoming appraisal are
included in these two comprehensive policies except Parker Center in Parker,
Florida and an additional windstorm policy which was purchased for The Wye
Shopping Center in Panama City Beach, Florida.

Since the final Fireman's Fund policy for 1997 is pending, included are annual
1996 insurance premiums for those centers which were operating throughout 1996.
Property limits and coverages for these properties are broken down in the
following pages. Per our two master policies for 1997, general liability Limits
per location are as follows:

                                  Limits of Liability

                 General Aggregate                    $2,000,000
                 Products/Completed Operations        $2,000,000
                 Personal and Advertising Injury      $1,000,000
                 Each Occurrence                      $1,000,000
                 Fire Damage (Any One Fire)           $  300,000
                 Medical Expense (any One Person)     $    5,000

                                                        Newton Oldacre McDonald.
                                                          L.L.C. P.O. Box 680176
                                                     250 Washington Street 36067
                                                             Prattville, Alabama
                                                                   (334)361-8500
                                                              FAX (334) 365-4183
<PAGE>

- --------------------------------------------------------------------------------
                                                 1996
- --------------------------------------------------------------------------------
               CENTER/LOCATION                INSURANCE
- --------------------------------------------------------------------------------
                                            ANNUAL PREMIUM
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                          under construction
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                            open August '96
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                             open Dec. '96
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
           BROWNSVILLE PLACE                 3,764.13 (1)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
           CHICOT CROSSING                    9,674.84
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                              4,883.20 
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
           DELCHAMPS PLAZA                    8,039.98
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                          under construction
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                            open Jan. '97 
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                             16,226.46
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                           21,989.94 (2)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
           ONE MAIN PLACE                     6,666.67
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                              3,777.36    
- --------------------------------------------------------------------------------
                                      
- --------------------------------------------------------------------------------
                                             14,820.00
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                              6,460.07
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                           22,320.29 (3)
- --------------------------------------------------------------------------------
                                      
- --------------------------------------------------------------------------------
           (l) does not include Wal-Mart (self-insured)
- --------------------------------------------------------------------------------
           (2) plus $4,147.65 fire protection & parking lot light tax
- --------------------------------------------------------------------------------
           (3) additional windstorm premium - $7,990.00 (Hutt Insurance - Panama
               City)
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
<PAGE>

Location 2        One Main Place - Jackson County
                  5500 Telephone Road
                  Pascagoula, MS

            62,838 Square Feet Leaseable
            227,270 Square Feet Parking (358 spaces)

            PC Class 6, NCII Construction, Sprinklered

            Building Limit          $2,500,000 @ 90% Coinsurance
            Deductible              $2,500
            Valuation               Replacement Cost
            Causes of Loss          Special

            Rental Income Limit     Actual Loss Sustained

            Mortgagee               Protective Life Insurance Company
                                    c/o Byars & Company
                                    P.O. Box 530310
                                    Birmingham, AL 35253

            Add'l Named Insured     One Main Place Partners, Ltd.

Location 3        Chicot Crossing - Jackson County
                  3419-3517 Denny Avenue
                  Pascagoula, MS

            112,083 Square Feet Leaseable
            400,610 Square Feet Parking (673 spaces)

            PC Class 6, NCII Construction, Sprinklered

            Building Limit          $2,593,860 @ 990% Coinsurance
            Deductible              $10,000
            Valuation               Replacement Cost
            Causes of Loss          Special
            Rental Income Limit     Actual Loss Sustained

            Mortgagee               Regions Bank
                                    Attn.: James R. Beaird
                                    417 North 20TH Street
                                    Birmingham, AL 35203

            Add'l Named Insured     Pascagoula Properties Ltd.
<PAGE>

                            1997 EXPENSE PROJECTIONS
                            NEWTON OLDACRE MCDONALD

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
ITEM                               Anniston      Beck & 23rd     Bessemer      Brownsville    Cantonmont      Clanton     
==========================================================================================================================
<S>                             <C>            <C>            <C>            <C>            <C>            <C>            
                                    NOTE 1          NOTE 1        NOTE 1                        NOTE 1                    
- --------------------------------------------------------------------------------------------------------------------------
GLA'S (Sq.Ft.)                        82,840         56,900         95,591         76,762         58,040         56,550   
- --------------------------------------------------------------------------------------------------------------------------
(GLA less Anchor if net lease)        18,640         12,900         51,591                        14,040         11,050   
- --------------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------------
EXPENSES:
- --------------------------------------------------------------------------------------------------------------------------
CAM EXPENSES
- --------------------------------------------------------------------------------------------------------------------------
Utilities                                                                       (1,548.91)                    (3,214.07)  
- --------------------------------------------------------------------------------------------------------------------------
Parking Lot Maintenance                                                        (10,970.00)                    (7,652.50)  
- --------------------------------------------------------------------------------------------------------------------------
Non-Parking Public Areas                                                        (1,200.00)                    (1,330.00)  
- --------------------------------------------------------------------------------------------------------------------------
Light Repairs                                                                                                   (356.11)  
- --------------------------------------------------------------------------------------------------------------------------
Landscaping                                                                     (9,732.00)                   (11,874.00)  
- --------------------------------------------------------------------------------------------------------------------------
Other CAM                         (31,105.80)    (14,998.84)    (47,998.84)                   (22,594.97)                 
- --------------------------------------------------------------------------------------------------------------------------
  CAM TOTALS                      (31,105.80)    (14,998.84)    (47,998.84)    (23,450.91)    (22,594.97)    (24,426.68)  
- --------------------------------------------------------------------------------------------------------------------------
  (CAM EXPENSES/SF)             $     0.4950   $     0.2636   $     0.4950   $     0.3055   $     0.3893   $     0.4319   
- --------------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------------
BUILDING MAINTENANCE
- --------------------------------------------------------------------------------------------------------------------------
  (Estimated @ $.10/SF)            (1,884.00)     (1,290.00)     (5,159.10)     (7,676.20)     (1,404.00)     (1,105.00)  
- --------------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------------
GENERAL EXPENSES
- --------------------------------------------------------------------------------------------------------------------------
  Real Estate Taxes               (26,392.80)    (15,032.98)    (40,148.22)    (34,372.00)    (29,687.46)    (18,245.60)  
- --------------------------------------------------------------------------------------------------------------------------
  (RE TAX/SF)                   $     0.4200   $     0.2642   $     0.4200   $     0.4476   $     0.5115   $     0.3226   
- --------------------------------------------------------------------------------------------------------------------------
  Insurance                        (5,341.40)    (11,949.00)     (8,125.24)     (3,700.00)     (6,384.40)     (4,800.00)  
- --------------------------------------------------------------------------------------------------------------------------
  (INSURANCE/SF)                $     0.0850   $     0.2100   $     0.0850   $     0.0482   $     0.1100   $     0.0849   
- --------------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------------
ADMINISTRATIVE EXPENSES
- --------------------------------------------------------------------------------------------------------------------------
  Management Fees                 (19,718.80)    (13,992.00)    (33,125.00)    (13,788.88)    (18,520.40)    (18,969.40)  
- --------------------------------------------------------------------------------------------------------------------------
  Other Administrative Exp.          (200.00)       (200.00)       (200.00)       (200.00)       (200.00)       (200.00)  
- --------------------------------------------------------------------------------------------------------------------------
  TOTAL ADMIN. EXPENSES           (19,918.80)    (14,192.00)    (33,325.00)    (13,988.88)    (18,720.40)    (19,169.40)  
- --------------------------------------------------------------------------------------------------------------------------
  (ADMIN. EXPENSES/SF)          $     0.3170   $     0.2494   $     0.3486   $     0.1822   $     0.3225   $     0.3390   
- --------------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES                  $  84,642.80   $  57,462.82   $ 134,075.11   $  83,187.99   $  78,791.23   $  67,746.88   
==========================================================================================================================

- --------------------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES/SF               $     1.3470   $     1.0099   $     1.4026   $     1.0837   $     1.3575   $     1.1960   
- --------------------------------------------------------------------------------------------------------------------------

<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------
ITEM                             Long Beach    Kanderville     Nine Mile       One Main       Oppellics        Opp       
=========================================================================================================================
<S>                                  <C>      <C>            <C>            <C>            <C>            <C>            
                                                                 NOTE 1                         NOTE 1
- -------------------------------------------------------------------------------------------------------------------------
GLA'S (Sq.Ft.)                       52,859         77,823       164,534          68,566         58,400         25,350   
- -------------------------------------------------------------------------------------------------------------------------
(GLA less Anchor if net lease)                                                                   14,400                  
- -------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------------
EXPENSES:
- -------------------------------------------------------------------------------------------------------------------------
CAM EXPENSES
- -------------------------------------------------------------------------------------------------------------------------
Utilities                         (3,228.11)     (7,485.97)                    (3,024.42)                    (2,814.40)  
- -------------------------------------------------------------------------------------------------------------------------
Parking Lot Maintenance           (5,909.00)    (11,289.55)                   (10,153.50)                    (2,886.66)  
- -------------------------------------------------------------------------------------------------------------------------
Non-Parking Public Areas          (1,271.13)                                                                             
- -------------------------------------------------------------------------------------------------------------------------
Light Repairs                     (2,179.11)     (1,975.00)                    (3,383.09)                                
- -------------------------------------------------------------------------------------------------------------------------
Landscaping                       (3,666.00)    (21,938.61)                      (830.00)                    (1,466.24)  
- -------------------------------------------------------------------------------------------------------------------------
Other CAM                           (225.00)     (5,236.61)    (71,848.00)                   (17,841.20)                 
- -------------------------------------------------------------------------------------------------------------------------
  CAM TOTALS                     (16,700.35)    (47,905.74)    (71,848.00)    (17,391.01)    (17,841.20)     (7,167.30)  
- -------------------------------------------------------------------------------------------------------------------------
  (CAM EXPENSES/SF)                  0.2657   $     0.6156   $     0.3693   $     0.2536   $     0.3055   $     0.2827   
- -------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------------
BUILDING MAINTENANCE
- -------------------------------------------------------------------------------------------------------------------------
  (Estimated @ $.10/SF)           (6,285.80)     (7,782.30)    (18,453.40)     (6,856.60)     (1,440.00)     (2,535.00)  
- -------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------------
GENERAL EXPENSES
- -------------------------------------------------------------------------------------------------------------------------
  Real Estate Taxes              (52,975.84)    (74,845.86)    (94,380.32)    (46,790.79)    (18,839.64)    (31,662.40)  
- -------------------------------------------------------------------------------------------------------------------------
  (RE TAX/SF)                         0.8428   $     0.9617   $     0.5115   $     0.6824   $     0.3226   $     1.2486   
- -------------------------------------------------------------------------------------------------------------------------
  Insurance                       (6,179.00)    (18,265.00)    (21,990.00)     (6,552.00)     (4,958.16)     (3,713.00)  
- -------------------------------------------------------------------------------------------------------------------------
  (INSURANCE/SF)                     0.0963   $     0.2347   $     0.1192   $     0.0956   $     0.0849   $     0.1465   
- -------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------------
ADMINISTRATIVE EXPENSES
- -------------------------------------------------------------------------------------------------------------------------
  Management Fees                (19,640.48)    (40,723.88)    (47,462.60)    (12,450.40)    (18,422.00)     (5,915.00)  
- -------------------------------------------------------------------------------------------------------------------------
  Other Administrative Exp.         (200.00)       (200.00)       (200.00)       (200.00)       (200.00)       (200.00)  
- -------------------------------------------------------------------------------------------------------------------------
  TOTAL ADMIN. EXPENSES          (19,840.48)    (40,923.88)    (47,662.60)    (12,650.40)    (18,622.00)     (6,115.00)  
- -------------------------------------------------------------------------------------------------------------------------
  (ADMIN. EXPENSES/SF)               0.3156   $     0.5259   $     0.2583   $     0.1638   $     0.3189   $     0.2412   
- -------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES                   101,981.57   $ 189,722.78   $ 254,334.32   $  90,195.80   $  61,701.20   $  51,182.70   
=========================================================================================================================

- -------------------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES/SF                    1.6224   $     2.4379   $     1.3783   $     1.3155   $     1.0565   $     2.0190   
- -------------------------------------------------------------------------------------------------------------------------

<CAPTION>
 
- ---------------------------------------------------------------------------------------------------------
ITEM                                Parker       Pascagoula    Phenix City         V           TOTALS
=========================================================================================================
<S>                             <C>            <C>            <C>            <C>         
                                
- ---------------------------------------------------------------------------------------------------------
GLA'S (Sq.Ft.)                     68,680           122,560         72,312         64,848      1,212,415
- ---------------------------------------------------------------------------------------------------------
(GLA less Anchor if net lease)     24,680            75,060         26,612
- ---------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------
EXPENSES:
- ---------------------------------------------------------------------------------------------------------
CAM EXPENSES
- ---------------------------------------------------------------------------------------------------------
Utilities                                         (9,942.81)     (6,400.38)     (7,221.97)    (44,861.04)
- ---------------------------------------------------------------------------------------------------------
Parking Lot Maintenance                           (3,942.81)    (10,674.00)     (6,598.57)    (69,561.78)
- ---------------------------------------------------------------------------------------------------------
Non-Parking Public Areas                                         (1,350.00)       (700.00)     (5,851.13)
- ---------------------------------------------------------------------------------------------------------
Light Repairs                                     (2,240.69)                                  (10,134.00)
- ---------------------------------------------------------------------------------------------------------
Landscaping                                       (1,845.45)       (445.00)     (1,675.00)    (53,694.30)
- ---------------------------------------------------------------------------------------------------------
Other CAM                         (18,104.00)                                     (900.00)   (230,171.97)
- ---------------------------------------------------------------------------------------------------------
  CAM TOTALS                      (18,104.00)    (17,458.95)    (18,869.38)    (17,095.54)   (414,274.22)
- ---------------------------------------------------------------------------------------------------------
  (CAM EXPENSES/SF)             $     0.2636   $     0.1427   $     0.2609   $     0.2636
- ---------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------
BUILDING MAINTENANCE
- ---------------------------------------------------------------------------------------------------------
  (Estimated @ $.10/SF)            (2,468.00)     (7,506.00)     (2,681.20)     (6,484.60)    (81,011.50)
- ---------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------
GENERAL EXPENSES
- ---------------------------------------------------------------------------------------------------------
  Real Estate Taxes                18,148.00     (50,243.04)    (44,605.36)    (17,134.33)   (577,201.84)
- ---------------------------------------------------------------------------------------------------------
  (RE TAX/SF)                   ($    0.2642)  $     0.4106   $     0.5169   $     0.2642
- ---------------------------------------------------------------------------------------------------------
  Insurance                       (14,820.00)     (9,510.00)     (8,350.00)    (21,940.00)   (154,577.20)
- ---------------------------------------------------------------------------------------------------------
  (INSURANCE/SF)                $     0.2158   $     0.0777   $     0.0878   $     0.3383
- ---------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------
ADMINISTRATIVE EXPENSES
- ---------------------------------------------------------------------------------------------------------
  Management Fees                 (20,938.64)    (33,437.44)    (22,216.68)    (16,522.00)   (355,798.60)
- ---------------------------------------------------------------------------------------------------------
  Other Administrative Exp.          (200.00)       (200.00)       (200.00)       (200.00)     (3,200.00)
- ---------------------------------------------------------------------------------------------------------
  TOTAL ADMIN. EXPENSES           (21,138.64)    (33,637.44)    (22,416.68)    (16,722.00)   (358,998.60)
- ---------------------------------------------------------------------------------------------------------
  (ADMIN. EXPENSES/SF)          $     0.3078   $     0.2749   $     0.3100   $     0.2579
- ---------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------
TOTAL EXPENSES                  $  38,384.64   $11,835,343.00 $  94,923.62   $  79,923.62   $  79,376.67
=========================================================================================================

- ---------------------------------------------------------------------------------------------------------
TOTAL EXPENSES/SF               $     0.5689   $     0.9673   $     1.3127   $     1.2240
- ---------------------------------------------------------------------------------------------------------
</TABLE>

NOTE 1: These properties have not been in operation for a full year. Therefore,
certain expenses have been estimated.
- --------------------------------------------------------------------------------
<PAGE>

                                                                       Exhibit 5
                                                             Insurance Valuation
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

Insurance Valuation

The insurance valuation utilizes the basic cost estimates presented in the Cost
Approach. However, certain cost items must be excluded as well as the land value
estimate.

Cost Items Excluded

1. Basement Excavation
2. Foundations Below Ground
3. Piping Below Ground
4. Architects' Fees

Source: Marshall Valuation Service, Marshall & Swift
        Section 96, Pages 1-2

Depreciation Items Excluded

      Given the nature and purpose of the valuation, any external obsolescence
is excluded as a deprecation item. In addition, functional incurable resulting
from basic design parameters such as the site plan/layout of the improvements is
excluded. However, functional incurable obsolescence from certain cost
components may be included. All other forms of depreciation are included.

      The cost summary for insurance valuation purposes is presented on the
following page.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

INSURANCE VALUATION - COST APPROACH SUMMARY

Property:     One Main Place Shopping Center
Address:      5500 Telephone Road/SR-613
City:         Pascagoula
State:        Mississippi
- --------------------------------------------------------------------------------

Direct Costs                                                  Marshall Valuation
                                                              Cost Estimates
                                                              --------------
Structural Improvements                                       
      Property Size     68,566 SF  @     $37.53 /SF  =             $2,573,151

Special Tenant Improvements*
Bruno's (Food Worl      47,802 SF  @      $0.00 /SF  =                     $0
Big `B'/Revco Drug      10,064 SF  @      $0.00 /SF  =                     $0
Hale's                   5,600 SF  @      $0.00 /SF  =                     $0
Movies and More          5,100 SF  @      $0.00 /SF  =                     $0

Site Improvements
Asphalt Paving         180,000 SF  @      $1.50 /SF  =  $270,000
Fence                       20 LF  @     $13.00 /LF  =       260
Signage & Lighting:                                       10,000
Landscaping:                                              10,000
Site Preparation                                               0
Traffic Light Installation:                                    0
Additional Fees & Permits                                 20,000
                                                        --------
               Subtotal Site Improvements:                            310,260
                                                                   ----------
               Total Direct Costs:                                 $2,883,411
               Indirect Costs

               Land Loan Interest:                       $18,900
               Lease-Up Costs:                            99,700
               Professional Fees:                         30,000
                                                        --------
                 Total Indirect Costs:                                148,600
                                                                   ----------
Total Direct and Indirect Costs:                                   $3,032,011

Entrepreneurial Profit as % of Direct/Indirect Costs, Rd.      0%           0
                                                                   ----------
Total Cost New of improvements and Profit                          $3,032,011

Less: Accrued Depreciation (Note Recognized In Insurable Value)             0
                                                                   ----------
Depreciated Cost of Improvements:                                  $3,032,011

Less: Insurance Exlcusions
Basement Excavation*                0.0%                      $0
Foundations Below Ground*           3.4%                $103,088
Architects' Fees**                  5.7%                $172,825
Site Work & improvements                                $310,260
                                                        --------
  Total insurance Exclusions
                                                                     (586,173)
                                                                   ----------
Insurance Valuation by Cost Approach                               $2,445,838

               Insurance Value Estimate, Rounded                   $2,446,000

*Source: Marshall Valuation Service, Section 96
**Source: Marshall Valuation Service, Section 99



                               An Appraisal Report


                                       Of


                         Chicot Crossing Shopping Center
                 A 122,360 SF Community Shopping Center Complex
                         3419 - 3517 Denny Avenue/US-90
                     Pascagoula, Jackson County, Mississippi


                            Effective Date Of Report
                                 August 18, 1997


                                Specifically For
                               Mr. Lawrence Miller
                          Debt and Equity Markets Group
                      Merrill Lynch Mortgage Capital, Inc.
                                WFC - North Tower
                                250 Vessey Street
                          New York, New York 10281-1326


                                       By
                       Huber & Lamb Appraisal Group, Inc.
                          109 Westpark Drive, Suite 320
                         Brentwood, Tennessee 37027-5032

                                    08-97-566
<PAGE>

               [Letterhead of HUBER & LAMB APPRAISAL GROUP, INC.]


November 25, 1997

Mr. Lawrence Miller
Debt and Equity Markets Group
Merrill Lynch Mortgage Capital, Inc.
WFC - North Tower
250 Vessey Street
New York, New York 10281-1326

RE:  An Appraisal Assignment of Chicot Crossing Shopping
     Center A 122,360 SF Community shopping center Building
     3419 - 3517 Denny Avenue/US-90 Pascagoula, Jackson
     County, Mississippi

Dear Mr. Miller:

At your request and authorization, we have appraised the above-referenced
property for the purpose of estimating its current market value as of August 18,
1997, assuming an individual property sale. In addition, you have requested the
estimated value of the subject assuming it is part of a 18 property portfolio
sale. The property rights being appraised are the leased fee interest in the
subject property. It is our understanding that the report will be used to assist
in real estate mortgage finance underwriting of the subject property.

Assuming Single Asset Property Sale

Based on the inspection of the property and the investigations and analyses
undertaken, we have formed the opinion that, as of August 18, 1997 and subject
to the Assumptions and Limiting Conditions set forth in the attached report, the
market value of the leased fee interest in the subject property is:

                  Seven Million Eight Hundred Thousand Dollars
                                  ($7,800,000)

Assuming Portfolio Sale

Based on the inspection of the property and the investigations and analyses
undertaken, we have formed the opinion that, as of August 18, 1997 and subject
to the Assumptions and Limiting Conditions set forth in the attached report, the
market value of the leased fee interest in the subject property, assuming the
property is sold as part of the 18 property portfolio described herein, is:

               Eight Million Seven Hundred Twenty Thousand Dollars
                                  ($8,720,000)
<PAGE>

Mr. Lawrence Miller
November 25, 1997
Page 2


Marketing Period: The marketing period is estimated to be 12 months, assuming
the subject is placed on the market at the final value estimate conclusion
above.

Three approaches to value were utilized in the valuation process for the subject
development. These included the cost approach, the sales comparison approach and
the income capitalization approach.

The narrative appraisal report that follows contains the identification of the
property, the assumptions and limiting conditions, pertinent facts about the
area and the subject property, comparable data, the results of the
investigations and analyses, and the reasoning leading to the conclusions
contained herein. Our analysis, opinions, and conclusions were developed, and
this report has been prepared in accordance with the Uniform Standards of
Professional Appraisal Practice published by the Appraisal Foundation and the
Code of Professional Ethics and the Standards of Professional Practice of the
Appraisal Institute.

As requested by the client, the following statements relate to the permitted use
of the subject appraisal report.

o     The report may be relied upon by Merrill Lynch Mortgage Capital Inc. in
      determining whether to make a loan evidenced by a note (the "Property
      Note") secured by the Property.

o     The report may be relied upon by any purchaser in determining whether to
      purchase the Property Note for this transaction from Merrill Lynch
      Mortgage Capital Inc.

o     The report may be relied upon by any Rating Agency in rating securities
      issued by Merrill Lynch Mortgage Capital Inc. and representing an interest
      in the Mortgage Note.

o     The report may be included with and referred to in materials offering the
      Property Note or an interest in the Property Note for sale.

The uses previously described are considered to be consistent with the client's
intended uses of the report. However, no other entity other than the previously
described entities may rely upon this appraisal report without prior written
consent from the appraiser.
<PAGE>

Mr. Lawrence Miller
November 25, 1997
Page 3


We appreciate the opportunity to be of service to you. Should you have any
questions concerning this appraisal, please do not hesitate to contact this
office. For further information, your attention is directed to the following
report.

Respectfully submitted,
HUBER & LAMB APPRAISAL GROUP, INC


/s/ James E. Lamb                                 /s/ Craig A. Johnson

James E. Lamb, MAI                                Craig A. Johnson
State Certified General Real Estate Appraiser     Associate Appraiser
Licensee #CG-557                                  State Certified General 
                                                    Real Estate Appraiser
                                                  Licensee #TG-431 (Mississippi)
<PAGE>

                                                               TABLE OF CONTENTS
================================================================================

Summary of Important Facts and Conclusions.....................................1
The Appraisal Assignment.......................................................3
    Identification of Subject Property.........................................3
    Purpose & Use of The Appraisal Report......................................3
    Property Rights Being Appraised............................................3
    Significant Dates of Appraisal Assignment..................................3
    Scope of the Appraisal.....................................................3
    Subject Property Sales History.............................................4
Definition of Terms............................................................6
Assumptions and Limiting Conditions...........................................10
Jackson County Analysis.......................................................12
    City/County Map...........................................................15
Shopping Center Market Analysis...............................................16
Neighborhood Analysis.........................................................21
    Neighborhood Map..........................................................24
Site Analysis.................................................................25
    As-Built Survey...........................................................28
    Tax Plat Map..............................................................29
    Flood Plain Map...........................................................30
Description of Improvements...................................................31
    Site Plan.................................................................35
Photographs of Subject Property...............................................46
Subject Property Zoning.......................................................40
    Zoning Map................................................................42
Highest and Best Use..........................................................43
Real Estate Tax Analysis......................................................47
Appraisal Procedure...........................................................49
Land Valuation................................................................51
    Land Sales................................................................53
      Comparable Land Sales Map...............................................57
      Singing River Mall Sales................................................58
    Land Valuation Summary....................................................59
Cost Approach.................................................................65
    Subject's Marshall Valuation Cost Data....................................66
    Analysis of Depreciation..................................................68
    Cost Approach Summary.....................................................72
Sales Comparison Approach.....................................................73
    Comparable Improved Sales Data............................................75
      Comparable Improved Sales Map...........................................85
    Sales Comparison Approach Analysis........................................86
      Sales Comparison Approach Reconciliation................................90
Income Capitalization Approach................................................92


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 1
<PAGE>

                                                      Table of Contents, cont'd.
- --------------------------------------------------------------------------------

    Comparable Improved Rental Data...........................................94
      Comparable Improved Rental Map.........................................104
    Potential Gross Income Analysis..........................................105
    Expense Analysis.........................................................109
    Stabilized Operating Statement...........................................113
    Direct Capitalization Rate Analysis......................................114
      Subject's Potential Mortgage Terms Analysis............................116
      Debt Coverage Ratio Analysis:  A Test of Reasonableness................117
    Discounted Cash Flow Analysis............................................118
      Discounted Cash Flow Summary...........................................128
    Income Capitalization Approach Reconciliation............................131
Correlation and Final Estimate of Value......................................132
Certification of Value.......................................................135
Introduction to Segregated Market Value Estimates............................136
Appraisal of the Chicot Cross Winn Dixie (Single Tenant).....................138
    Comparable Winn Dixie Sales Data.........................................140
    Sales Comparison Approach................................................150
    Income Capitalization Approach...........................................154
    Correlation and Final Estimate Value.....................................159
Appraisal of the Chicot Crossing
      Shopping Center Excluding Winn Dixie...................................162
    Cost Approach............................................................163
    Sales Comparison Approach................................................167
    Income Capitalization Approach...........................................171
    Correlation and Final Estimate Value.....................................179
Portfolio Sale Market Value Estimates........................................182
Certification of Values......................................................189
Summary of Qualifications....................................................191
Addenda......................................................................196


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 2
<PAGE>

                                                      SUMMARY OF IMPORTANT FACTS
                                                                   & CONCLUSIONS
================================================================================

Valuation Conclusion:
 Single Asset Sale
  As Is Value Estimate:                     $7,800,000
   Cost Approach:                           $7,710,000
   Sales Comparison Approach:               $7,800,000
   Income Capitalization Approach:          $7,850,000

    Interest Appraised:                     leased fee

   Value Estimate's Implied Units of Comparison:
     Value/SF:                              $63.75/SF
     GIM:                                   9.32x
     Overall Rate:                          10.06%

As Is Portfolio Sale Value Estimate:        $8,720,000

      Special Limiting Condition: The portfolio sale value estimate specifically
assumes the subject property is part of the 18 property portfolio defined
herein.

   Estimated Marketing Period:              12 months, assuming the subject is
                                            placed on the market at the final
                                            value estimate conclusion above.

Significant Appraisal Dates:
  Date of Appraisal Report:                 November 25, 1997
  Effective Date Of Appraisal:              August 18, 1997
  Date of Inspection:                       August 18, 1997

Location:
  Physical Location:                        Northeast corner of Denny
                                            Avenue/US-90 and Chicot Road.
  City:                                     Pascagoula
  County:                                   Jackson
  State:                                    Mississippi

Legal Description:
  Tax Map/Parcel:                           40206038.100 & 42110008.020

Property Description:
  Land Area:
   Acres:                                   13.20
   Square Feet:                             574,992
   Zoning:                                  C-1A Commercial District

   Improvements:
    Property Type:                          Community shopping center


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 1
<PAGE>

                               Summary of Important Facts & Conclusions, cont'd.
- --------------------------------------------------------------------------------

     Tenancy:                               Multi-tenant
     Size (Gross Building Area):            130,353 SF
     Size (Net Rentable Area):              122,360 SF
     Year Built:                            1970; Renovated 1996
     Physical Occupancy at Completion:      91%
     Occupancy Excluding Warehouse:         97%

Highest and Best Use:
   As Vacant:                               Hold for investment and/or
                                            development as an office or retail
                                            services use.

   As Improved:                             Continued use as a shopping center
                                            on a multi-tenant basis.

Estimated Income Operating Data:
  Gross Potential Income:                   $925,605
  Stabilized Vacancy:                       7% (non-anchor space only;
                                            recognizes higher vacancy of
                                            warehouse space)
  Net Operating Income:                     $784,990


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 2
<PAGE>

                                                        THE APPRAISAL ASSIGNMENT
================================================================================

Identification of Subject Property

Property Name:                              Chicot Crossing Shopping Center
Property Type:                              Community shopping center
Address:                                    3419 - 3517 Denny Avenue/US-90
General Location:                           Northeast corner of Denny
                                            Avenue/US-90 and Chicot Road
City:                                       Pascagoula
County:                                     Jackson
State:                                      Mississippi
Tax Map/Parcel:                             40206038.100 & 42110008.020
Metes & Bounds Description:                 See Exhibit 2 Addenda

Purpose & Use Of The Appraisal Report

Purpose of Report:                          Estimate the "as is" market value of
                                            subject property. The reader is
                                            referred to the Definition of Terms
                                            section of the report for the
                                            definition of market value as
                                            utilized in this analysis.

Client's Intended Use of Report:            Assist in real estate mortgage
                                            finance underwriting of the subject
                                            property.

Property Rights Being Appraised

      The property rights being appraised are the leased fee interest in the
subject property. The reader is referred to the Definition of Terms section of
the report for the definition of leased fee as utilized in this analysis.

Significant Dates of Appraisal

      The subject property is being appraised as of the effective date presented
below. The appraised property is subject to the market influences and economic
conditions that existed on that date. The Date of the Report represents the
approximate date the appraisal report was performed and/or completed.

Date of Appraisal Report:                   November 28, 1997
Effective Date Of Appraisal:                August 18, 1997
Date of Inspection:                         August 18, 1997

Scope Of The Appraisal

      In preparing this appraisal report, the appraisers have completed several
steps to assemble the data and form the opinions presented in this written
report.

      1.    Considered the complexity of the property and the appraisal
            assignment in the context of the purpose and intended use of the
            appraisal report.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 3
<PAGE>

                                               The Appraisal Assignment, cont'd.
- --------------------------------------------------------------------------------

      2.    Analyzed the Pascagoula economy and the subject neighborhood to
            determine the market conditions that effect the subject's market
            value.

      3.    Inspected the subject property and surrounding neighborhood.

      4.    Gathered physical and/or factual data on the subject recorded data,
            physical characteristics of the site and improvements, and legal
            restrictions imposed by the municipal government.

      5.    Analyzed the data gathered and determined their affects on market
            value in conjunction with the highest and best use of the real
            estate as if vacant and as improved.

      6.    Considered the appropriateness of the three traditional appraisal
            approaches to value including the cost approach, sales comparison
            approach and the income capitalization approach.

      7.    The application and process of each valuation approach are detailed
            in their respective report sections; however, the appraisers have
            thoroughly researched market data in each approach and have
            presented the most pertinent data and the reasoning and opinions
            leading to the conclusion of market value via each approach to
            value.

      8.    Reconciled the analysis and value indications by the three
            approaches to value into a final market value conclusion.

Subject Property Sales History

      The following summarizes the most recent sales transaction and prior sales
history of the subject property:

Current Owner of Record:                    Pascagoula Properties, Ltd.

Most Recent Transaction  Data:
       Transaction Date:                    02/07/95

       Grantor:                             Elma Lorene Walker, conservator of
                                            the estate of Carl James Walker &
                                            Phillips Distributors, Inc.

       Consideration:                       Mississippi is a non-disclosure
                                            state; therefore, no consideration
                                            was available on the deed.

       Deed Book/Page:                      1057/616 & 1057/620; respectively
       Comparison to
           Concluded Value:                 The subject property was purchased
                                            for the intent to completely
                                            renovate an existing shopping
                                            center, including re-tenanting the
                                            property. Winn Dixie was not a
                                            tenant prior to the 1995
                                            transaction. The renovation was
                                            completed in Spring 1996. Therefore,
                                            if the consideration was available
                                            it


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 4
<PAGE>

                                               The Appraisal Assignment, cont'd.
- --------------------------------------------------------------------------------

                                            could not be reasonably compared to
                                            the value presented within this
                                            appraisal report.

Current Contracts:                          None reported

Current Listing:                            Not listed for sale


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 5
<PAGE>

                                                             DEFINITION OF TERMS
================================================================================

1.    Market Value - The most probable price which a property should bring in a
      competitive and open market under all conditions requisite to a fair sale,
      the buyer and seller, each acting prudently and knowledgeably and assuming
      the price is not affected by undue stimulus. Implicit in this definition
      is the consummation of a sale as of a specified date and the passing of
      title from seller to buyer under conditions whereby:

      1.    Buyer and seller are typically motivated;

      2.    Both parties are well informed or well advised, and acting in what
            they consider their own best interests;

      3.    A reasonable time is allowed for exposure in the open market;

      4.    Payment is made in terms of cash in U.S. dollars or in terms of
            financial arrangements comparable thereto; and

      5.    The price represents the normal consideration for the property sold
            unaffected by special or creative financing or sales concessions
            granted by anyone associated with the sale.

            Sources:    1.    Comptroller of the Currency; 12 CFR Part 34
                              Section 34.42(f) of Federal Regulations.

                        2.    FDIC Final Rule on Title XI of the Financial
                              Institutions Reform, Recovery, and Enforcement Act
                              of 1989 (FIRREA), effective September 19, 1990, as
                              defined in 12 CFR Part 323.4.a.10.

2.    Highest and Best Use - That reasonable and probable use that will support
      the highest present value, as defined, as of the effective date of the
      appraisal. Alternatively, that use, from among reasonably probable and
      legal alternative uses, found to be physically possible, appropriately
      supported, financially feasible, and which results in the highest land
      value.

3.    Market Rent - The rental income that a property would most probably
      command on the open market; indicated by current rents paid and asked for
      comparable space as of the date of appraisal.

4.    Market Price - The amount actually paid, or to be paid for a property in a
      particular transaction. This differs from market value in that it is an
      accomplished or historic fact, whereas market value is and remains an
      estimate until proven. Market price involves no assumption of prudent
      conduct by the parties, of absence of undue stimulus or of any other
      condition basic to the market value concept.

5.    Appreciation - Increase in value due to increase in cost to reproduce,
      value over the cost, or value at some specified earlier point in time,
      brought about by greater demand, improved economic conditions, increasing
      price levels, reversal


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 6
<PAGE>

                                                   Definitions of Terms, cont'd.
- --------------------------------------------------------------------------------

      of depreciating environmental trends, improved transportation facilities,
      direction of community or area growth, or other factors.

6.    Depreciation - A loss of utility and hence value from any cause. An effect
      caused by deterioration and/or obsolescence.

7.    Investment Value - The value of an investment to a particular investor,
      based on his or her investment requirements; as distinguished from market
      value, which is impersonal and detached.

8.    Functional Obsolescence - Impairment of functional capacity or efficiency.
      Functional obsolescence reflects the loss in value brought about by such
      factors as overcapacity, inadequacy, and changes in the art, that affect
      the property item itself or its relation with other items comprising a
      larger property. The inability of a structure to perform adequately the
      function for which it is currently employed.

9.    External Obsolescence - Impairment of desirability or useful life arising
      from factors external to the property, such as economic forces or
      environmental changes which affect supply-demand relationships in the
      market. Loss in the use and value of a property arising from the factors
      of external obsolescence is to be distinguished from loss in value from
      physical deterioration and functional obsolescence, both of which are
      inherent in the property. Also referred to as locational or economic
      obsolescence.

10.   Fee Simple Estate - Absolute ownership unencumbered by any other interest
      or estate; subject only to the limitations of eminent domain, escheat,
      police power, and taxation.

11.   Leased Fee Estate - An ownership interest held by a landlord with the
      right of use and occupancy conveyed by lease to others; usually consists
      of the right to receive rent and the right to repossession at the
      termination of the lease.

12.   Leasehold Estate - The right to use and occupy real estate for a stated
      term and under certain conditions; conveyed by a lease.

13.   Present Value - The current monetary value. It is the today's cash lump
      sum which represents the current value of the right to collect future
      payments. It is the discounted value of aggregate future payments.

14.   Gross Sales Proceeds - The total amount of invoiced sales, before
      deducting returns, allowances, etc. over the forecasted sellout period.

15.   Forecasting - Predicting a future happening or condition based on past
      trends and the perceptions of market participants, tempered with
      analytical judgment concerning the continuation of these trends and the
      realization of these perceptions in the future.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 7
<PAGE>

                                                   Definitions of Terms, cont'd.
- --------------------------------------------------------------------------------

16.   Overall Capitalization Rate - An income rate for a total property that
      reflects the relationship between a single year's net operating income
      expectancy or an annual average of several years' income expectancies and
      total price or value; used to convert net operating income into an
      indication of overall property value.

17.   Discount Rate - A rate of return on capital used to convert future
      payments or receipts into present value.

18.   Internal Rate of Return - The annualized rate of return on capital that is
      generated or capable of being generated within an investment or portfolio
      over the period of ownership; similar to the equity yield rate; often used
      to measure profitability after income taxes, i.e., the after-tax equity
      yield rate; the rate of discount that makes the net present value of an
      investment equal to zero; discounts all returns from an investment,
      including returns from its termination, to equal the original investment.

19.   Retail Value - The term "retail" refers to the aggregate sum of all the
      individual unit values as of the date of the appraisal. Generally applied
      to residential lot sales or condominium developments.

   Source of Definitions: The American Institute of Real Estate Appraisers, The
   Dictionary of Real Estate Appraisal; American Institute of Real Estate
   Appraisers and Society of Real Estate Appraisers, Real Estate Terminology,
   Ed. Byrl N Boyce (Cambridge, MA: Ballinger Publishing Company, 1981); or
   standard industry definitions.

Supplemental Definitions

   1. Market Value "As Is" on Appraisal Date: An estimate of the market value of
      a property in the condition observed upon inspection and as it physically
      and legally exists without hypothetical conditions, assumptions, or
      qualifications as of the date the appraisal is prepared.

   2. Prospective Value Upon Completion of Construction: The Value presented
      assumes all proposed construction, conversion, rehabilitation is
      hypothetically completed, or under other specified hypothetical
      conditions, as of the future date when such construction completion is
      projected to occur. If anticipated market conditions indicate that
      stabilized occupancy is not likely as of the date of completion, this
      estimate shall reflect the market value of the property in its then
      "as-is" leased state (future cash flows must reflect additional lease-up
      costs, including tenant improvements and leasing commissions, for all
      areas not pre- leased). For properties where individual units are to be
      sold over a period of time, this value should represent that point in time
      when all construction and development costs have been expended for that
      phase, or those phases, under valuation.

   3. Prospective Value Upon Achieving Stabilized Occupancy: The value presented
      assumes the property has attained the optimum level of long-term
      occupancy, which an income-producing real estate project is expected to
      achieve under


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(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 8
<PAGE>

                                                   Definitions of Terms, cont'd.
- --------------------------------------------------------------------------------

      competent management after exposure for leasing in the open market for a
      reasonable period of time at terms and conditions comparable to
      competitive offerings. The date of stabilization must be estimated and
      stated within the report.

   4. Proposed Tract Development: Means a project of five units or more that is
      constructed, or is to be constructed, as a single development. A tract
      development may be units in a subdivision, condominium project, timeshare
      project, or any similar project meant to be sold as individual units over
      a period of time.

   5. Fair Value - The cash price that might reasonably be anticipated in a
      current sale under all conditions requisite to a fair sale. A "fair sale"
      means that buyer and seller are each acting prudently, knowledgeably, and
      under no necessity to buy or sell. "Current sale" means that the property
      is exposed to the open market for a reasonable time considering the
      proeprty type and local market conditions. When a current sale is
      unlikely, i.e., when it is unlikely that the sale can be completed within
      12 months, the appraiser should discount to present value any and all cash
      flows which might be generated by the property to obtain the estimate of
      fair value. These cash flows include, but are not limited to, those
      arising from ownership, development, operation, and sale of the property.
      The discount applied should reflect the appraiser's judgement of what a
      prudent, knowledgeable purchaser under no necessity to buy would be
      willing to pay to purchase the property in a current sale. Whenever the
      appraiser believes that more than one year is necessary for a fair sale of
      the property, the appraiser shall state and justify the estimated holding
      period, cash flows and the discount rate applied.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 9
<PAGE>

                                             ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

      Standard Rule 2-2g of the Code of Professional Ethics and Standards of
Professional Conduct of the Appraisal Institute requires the appraiser to
clearly and accurately set forth all facts, assumptions and conditions that
affect the analysis, opinions and conclusions upon which the appraisal is based.
In compliance therewith, and to assist the reader in interpreting this report,
such assumptions and limiting conditions are set forth as follows:

1.    Title is assumed to be marketable and free and clear of all liens and
      encumbrances, easements, and restrictions except those specifically
      discussed in the report. The property is appraised assuming it to be under
      responsible ownership and competent management and available for its
      highest and best use.

2.    No opinion is intended to be expressed for legal matters or that would
      require specialized investigation or knowledge beyond that ordinarily
      employed by real estate appraisers, notwithstanding the fact that such
      matters may be discussed in the report.

3.    The date of value to which the opinions expressed in this report apply is
      set forth in the letter of transmittal. The appraiser assumes no
      responsibility for economic or physical factors occurring at some later
      date which may affect the opinion herein stated.

4.    The valuation is reported in dollars of currency prevailing on the date of
      appraisal.

5.    Maps, plats, and exhibits included herein are for illustration only as an
      aid in visualizing matters discussed within the report. They should not be
      considered as surveys or relied upon for any other purpose.

6.    All information and comments pertaining to this and other properties
      included in the report represent the personal opinion of the appraiser,
      formed after examination and study of the subject and other properties.
      While it is believed the information, estimates and analyses are correct,
      the appraiser does not guarantee them and assumes no liability for errors
      in fact, analysis or judgement.

7.    Neither all nor any part of the contents of this report (especially any
      conclusions as to value, the identity of the appraiser or the firm with
      which he is connected, or any re- ference to the Appraisal Institute or
      the MAI or RM designation) shall be disseminated to the public through
      advertising media, public relations media, news media, sales media or any
      other public means of communication without prior written consent and
      approval of the undersigned.

8.    The appraiser is not required to give testimony or to appear in court by
      reason of this appraisal, unless prior arrangements have been made.

9.    The distribution of the total valuation in this report between land and
      improvements applies only under the existing program of utilization. The
      separate valuations for land and buildings must not be used in conjunction
      with any other appraisal and are invalid if so used.

10.   Certain information concerning market and operating data was obtained from
      others. This information is verified and checked, where possible, and is
      used in this appraisal only if it is believed to be accurate and correct.
      However, such information is not guaranteed.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 10
<PAGE>

                                    Assumptions and Limiting Conditions, cont'd.
- --------------------------------------------------------------------------------

11.   Real Estate Values are influenced by a large number of external factors.
      The data contained herein is all of the data we consider necessary to
      support the value estimate. We have not knowingly withheld any pertinent
      facts, but we do not guarantee that we have knowledge of all factors which
      might influence the value of the subject. Due to rapid changes in the
      external factors, the value estimate is considered reliable only as of the
      date of the appraisal.

12.   Opinions of value contained herein are estimates. There is no guarantee,
      written or implied, that the subject property will sell for such amounts.

13.   It is assumed that there are no hidden or unapparent conditions of the
      property, subsoil, or structures which would render it more or less
      valuable. No responsibility is assumed for such conditions or for
      engineering which may be required to discover such factors.

14.   If the subject of the appraisal is an improved property, the appraiser has
      personally inspected the property and finds no obvious evidence of
      structural deficiencies except as stated in this report; however, no
      responsibility for hidden defects or conformity to specific governmental
      requirements, such as fire, building and safety, earthquake, or occupancy
      codes can be assumed without provision of specific professional or
      governmental inspections.

15.   Unless otherwise stated in this report, the existence of hazardous
      material, which may or may not be present on the property, was not
      observed by the appraiser. The appraiser has no knowledge of the existence
      of such materials on or in the property. The appraiser, however, is not
      qualified to detect such substances. The presence of substances such as
      asbestos, urea-formaldehyde foam insulation, or other potentially
      hazardous materials may affect the value of the property. The value
      estimate is predicated on the assumption that there is no such material on
      or in the property that would cause a loss in value. No responsibility is
      assumed for any such conditions, or for any expertise or engineering
      knowledge required to discover them. The client is urged to retain an
      expert in this field, if desired.

16.   We have not made a specific compliance survey and analysis of this
      property to determine whether or not it is in conformity with the various
      detailed requirements of the Americans with Disabilities Act (aka, ADA).
      It is possible that a compliance survey of the property together with a
      detailed analysis of the requirements of the ADA could reveal that the
      property is not in compliance with one or more of the requirements of the
      Act. If so, this fact could have a negative effect upon the value of the
      property. Since we have no direct evidence relating to this issue, we did
      not consider possible non-compliance with the requirements of ADA in
      estimating the value of the property.

17.   The value estimate assuming a portfolio sale specifically assumes the
      property is sold as part of the 17 property portfolio described within the
      attached report. As is the case with any value estimate, the portfolio
      sale value estimate is based on a sale within a typical marketing period
      of 12 months or less. Any fluctuations in market conditions can possibly
      have more significant effects on portfolio value than individual property
      sales.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 11
<PAGE>

                                                         JACKSON COUNTY ANALYSIS
================================================================================

Physical Characteristics

      Jackson County is situated in the southeast section of Mississippi, on the
Gulf of Mexico. The County contains a total of 744 square miles of area, of
which 56 square miles are incorporated areas of: Pascagoula, Moss Point, Ocean
Springs and Gautier. Therefore, only eight (8) percent of the total area is
incorporated. It is important to note, however, that there are several
communities in Jackson County that are not incorporated, but account for a
considerable amount of population. Gautier became an incorporated city in the
mid-1980's, and the City of Moss Point annexed portions of Escatawpa in the
early 1990's.

      The four incorporated areas mentioned above (Pascagoula, Moss Point, Ocean
Springs and Gautier) are all located in the southern portion of the County,
along the Gulf of Mexico and Pascagoula Rivers. Pascagoula is situated along the
Gulf of Mexico and Pascagoula Rivers. Pascagoula is situated along the Gulf of
Mexico and the east bank of the East Pascagoula River. Moss Point is located
north of Pascagoula, on the Escatawpa River. Gautier is located on the Gulf of
Mexico and the west bank of the West Pascagoula River and Ocean Springs is
located on the Gulf of Mexico and the Biloxi Bay, in the western section of the
County.

Community Influences

      Pascagoula and Moss Point are industrial employment centers for the area,
while Gautier and Ocean Springs are bedroom communities. Gautier has developed
over the last 20 years due to the industrial expansion in Pascagoula and the
scarcity of residential land in Pascagoula. It is now the location of a regional
mall and three community shopping centers, and thus, it became the shopping
center for the area. However, Wal-Mart and K-Mart have built new shopping
centers in Pascagoula and Ocean Springs, and several of the neighborhood
shopping center spaces around the Singing River Mall are now vacant. In fact,
one of the shopping centers, located directly across from the mall, sold at
auction several years ago.

      Ocean Springs has consistently been a favorite bedroom community in the
area. It was a resort community until the early part of this century and it is
now the fastest growing residential area of the County. It not only serves as a
bedroom community for Pascagoula/Moss Point, but Biloxi/Gulfport as well. It is
also a popular retirement community. It is interesting to note that from 1986 to
1991, Ocean Springs increased in total water meters by 10.8%, while Pascagoula
increased by less than 2%, and Moss Point did not grow at all. Since 1991,
however, Ocean Springs has embarked on an unprecedented growth cycle that is
partially due to the Navy Homeport, but mainly to legalized gaming in
Biloxi-Gulfport.

Population

      The County's total population, in the 1995 estimate, was approximately
126,800 people. Of that estimate, Pascagoula contained 27,400, Moss Point -
18,100, Ocean Springs - 16,200 (does not include recently annexed area to the
east) and Gautier - 11,000. The Pascagoula median household income is
approximately $24,410. The


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 12
<PAGE>

                                                       Jackson Analysis, cont'd.
- --------------------------------------------------------------------------------

Pascagoula per capita income is approximately $11,560. The average age in
Pascagoula is 34 years.

      The unincorporated areas of Jackson County contain an estimated total of
54,100 people, according to the Census. This large number, outside the city
limits, is primarily due to the fact that the municipalities are limited in
growth potential by natural boundaries such as swamps, the Gulf, rivers, and
undesirable lowlands.

      Pascagoula's existing tax base is not growing at a fast enough rate to
keep up with escalating operating costs. In addition, a large regional shopping
center, the Singing River Mall, was built in Gautier. This mall spawned growth
of surrounding neighborhood shopping centers, and it made Gautier the shopping
center of Jackson County. Consequently, much of the sales tax revenue has been
lost from the other communities. This could be a potential problem for those
communities since it could cause taxes to increase. However, within the last few
years, Wal-Mart and K-Mart have built new shopping centers in Pascagoula and
Ocean Springs, and a significant amount of the shopping center space around the
Mall in Gautier is vacant or rented for low rates. The taxes in Pascagoula have
increased by an average of only about 2.4% per year, over the last five years.
However, there is not enough land available for sustained growth like that found
in Ocean Springs.

Economics

      Jackson County ranks in the top ten of the 82 counties in Mississippi for
per capita personal income, which was estimated to be $12,800 in 1995. It is the
home of Mississippi's largest seaport, and it is the most industrialized county
in the state.

      Litton Industries' Ingalls Shipbuilding Division is one of the largest
shipyards in the United States, and it has been a very successful defense
contractor with the Navy for the past thirty (30) years. However, the shipyard
employed over 24,000 people in 1977, and the employment was reduced to about
11,000 in the early 1980's. This had a very negative impact on the local economy
for several years, but the current employment has been stable for the last few
years. However, the shipyard was not successful in a bid for a major Navy
contract, and the workforce was reduced in late 1996 to about 9,000 employees.
Recently, they have begun to rehire, due to new work in the offshore oil
exploration and production industry. However, these "ups and downs" in the
shipyards work force are typical characteristics of Ingall's since the
employment requirements fluctuate during the building stages.

      The reader must be advised that the shipyard is dependent upon the U.S.
Navy for the majority of their work. They apparently cannot compete with foreign
shipyards for commercial shipbuilding, since costs are considerably less in some
other shipbuilding countries. This point is made to illustrate how important the
U.S. Navy budget is to the local economy. Therefore, the Navy budget is always
of great concern to local business and political leaders. It is clear that the
"600 ship Navy" goal of the 1980's is not the goal of the 1990's, and several
shipbuilding programs, including those at Ingalls, are under scrutiny.

      The bright spot in the local economy has been the resurgence of activity
in the offshore oil industry. The oil industry suffered a drastic downturn in
the early


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 13
<PAGE>

                                                       Jackson Analysis, cont'd.
- --------------------------------------------------------------------------------

1980's, and offshore rigs and supply boats were no longer in demand.
Consequently, much of that hardware was sold at reduced prices and converted to
other uses. There has been very little construction of that type of equipment
(rigs and supply boats) since then, and new production in the Gulf is requiring
new construction now. Consequently, Halter Marine and HAM Industries, two local
companies, have hundreds of new jobs to fill.

      In addition to the shipyards, one of the largest oil refineries in the
United States is located in Pascagoula, in the Stennis Industrial Park. This is
the Chevron Refinery that has always been, and is expected to remain, "stable."

      When Ingalls Shipyard expanded in the early 1970's, the entire area
enjoyed a "boom town" growth. Building permits in Jackson County were almost
1,100 in 1972, and 1,500 in 1973. As a comparison, building permits in the last
three years have averaged between 550 and 650 per year.

      It is also important to note that Pascagoula has a Homeport for Naval
vessels that officially opened in July of 1992. The County also has a "high
tech" industrial park at the intersection of Interstate 10 and Highway 57, near
the geographic center of the County. This development is known as Sunplex, and
it is designed to attract lighter, high technology industries to diversify the
industrial base. It has had limited success in attracting new "outside"
industry.

      In summary, Jackson County has much potential as an industrial area, but
is still dependent on the Navy. It will take years to diversify to a point that
it will not "live and die" with the shipyard. However, the new construction
demand from the offshore oil industry will stabilize the area for several years.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 14
<PAGE>

                                 CITY/COUNTY MAP

                               [GRAPHIC OMITTED]


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 15
<PAGE>

                                                 SHOPPING CENTER MARKET ANALYSIS
================================================================================

Introduction

      Trends in the shopping center market are examined in this section of the
appraisal report in an effort to assess current, as well as future, influences
on property value. The data most commonly utilized in the analysis of shopping
center feasibility includes the supply of shopping center space and ongoing, or
planned new construction. Additionally, absorption rates, occupancy levels and
the direction of rental rates and expenses are viewed as critical in determining
the marketability and ultimate feasibility of a project.

Information Source

Huber & Lamb:                               A survey of comparable properties in
                                            the subject's submarket was also
                                            conducted by Huber & Lamb Appraisal
                                            Group, Inc. This data is useful in
                                            delineating and identifying trends
                                            in the immediate market area of the
                                            subject as indicated by the subject
                                            and most competitive properties.

Published Surveys:                          A published shopping center survey
                                            is not available for the subject
                                            retail market.

Jackson County Submarket Analysis

           Type of Shopping Center:         The shopping center market can be
                                            delineated into three general
                                            categories based on physical size
                                            and tenancy. The following
                                            summarizes these classifications.

               Neighborhood:                Usually under 100,000 SF, 1 or 2
                                            anchors, usually anchored by
                                            grocery. Typically draws shoppers
                                            from within a three mile radius.

               Community:                   100,000 - 300,000 SF built around
                                            discount department store, variety
                                            store or junior department store and
                                            usually including supermarket. Draws
                                            shoppers from at least a seven mile
                                            radius.

               Regional:                    Usually over 300,000 SF with at
                                            least one major department store.
                                            Typically enclosed mall type
                                            shopping centers drawing shoppers
                                            from a greater than 10-mile radius.

        Submarket by Location:              In addition to physical attributes,
                                            the market is also segregated into
                                            submarkets based on geographical
                                            location and neighborhood
                                            characteristics.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 16
<PAGE>

                                        Shopping Center Market Analysis, cont'd.
- --------------------------------------------------------------------------------

               Pascagoula:                  Within Pascagoula, significant
                                            retail development is generally
                                            located within one overall
                                            submarket. Shopping center
                                            development tends to be along
                                            primary traffic arteries and more
                                            particularly along US-90. However,
                                            within Jackson County, the
                                            submarkets can be generally
                                            segregated based upon city.
                                            Pascagoula the eastern most
                                            submarket and is the largest market
                                            based on population base.

               Gautier:                     Gautier, which is located in the
                                            center of the populated areas of
                                            Jackson County, had become a
                                            sub-regional retail location for the
                                            county with the development of the
                                            Singing River Mall and three
                                            surrounding shopping centers.

               Ocean Springs:               Ocean Springs the western most
                                            submarket within the county and
                                            represents a growing bedroom
                                            community. The submarket has seen a
                                            resurgence with the development of a
                                            Wal-Mart center in 1996.

Historical Perspective:                     The shopping center development in
                                            Jackson County has been very limited
                                            over the past two decades. Several
                                            of the existing shopping centers
                                            were originally developed in the
                                            1960's and early 1970's. The late
                                            1980's development of the Singing
                                            River Mall in Gautier generated
                                            significant shopping center
                                            development surrounding the mall in
                                            the late 1980's and early 1990's;
                                            however, the population base in that
                                            immediate locale is somewhat
                                            limited. The new shopping centers in
                                            the Singing River Mall area have
                                            significant vacancies with low
                                            rents.

                                            The most recent development activity
                                            has primarily been in the form of
                                            extensive renovations of existing
                                            older shopping centers and
                                            re-tenanting of the space. The
                                            subject shopping center and
                                            Delchamps Plaza are examples of this
                                            renovation trend, both of which are
                                            located in Pascagoula. Both of these
                                            renovation projects occurred in
                                            1996. The availability of land in
                                            Pascagoula is highly limited because
                                            of water features such as rivers,
                                            swamp areas and the ocean. Thus,
                                            renovation of older centers in good
                                            locations have become viable
                                            alternatives to new development. In
                                            the case of the Delchamps Plaza, the
                                            renovation was completed in
                                            conjunction with the development of
                                            the adjacent Wal-Mart.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 17
<PAGE>

                                        Shopping Center Market Analysis, cont'd.
- --------------------------------------------------------------------------------

Subject Most Competitive Market Occupancy Analysis

Description:                                Huber & Lamb has completed a survey
                                            of the most competitive properties
                                            with the subject located within the
                                            submarket. These properties are
                                            considered most direct competition
                                            of the subject and are utilized as
                                            the comparable rents in the income
                                            capitalization approach. This
                                            analysis provides insight on the
                                            micro market level of the subject as
                                            compared to the previous general
                                            market analysis.

                             Most Competitive Market
                                Occupancy Summary

================================================================================
                                               Square
Comparable Apartment                Rent No.    Feet      Year Built   Occupancy
- --------------------------------------------------------------------------------
Chicot Crossing Shopping Center     Subject    122,360     1996 ren.       91%
- --------------------------------------------------------------------------------
Delchamps Plaza Shopping Center        1       154,771     1996 ren.      100%
- --------------------------------------------------------------------------------
One Main Place Shopping Center         2        68,566          1988      100%
- --------------------------------------------------------------------------------
Gulf Coast Plaza Shopping Center       3       150,000          1969       90%
- --------------------------------------------------------------------------------
Deep South Shopping Center             4        60,000          1961       90%
- --------------------------------------------------------------------------------
Sea Shores Plaza Shopping Center       5       207,572          1983       95%
================================================================================
Totals/ Weighted Avgs.                ---      763,269          ----       94%
================================================================================

Total SF Occupied:                          720,890 SF
Total SF Vacant:                            42,379 SF

Analysis:                                   The most competitive shopping center
                                            properties, including the subject
                                            have an occupancy rate at 90% or
                                            higher with the older centers
                                            tending to represent the lower end
                                            of the range. The subject's
                                            occupancy is at the bottom of the
                                            overall occupancy; however,
                                            excluding the warehouse portion, the
                                            subject's retail space reflects a
                                            97% occupancy rate. The most
                                            competitive market's occupancy is
                                            obviously reflective of the good
                                            health of the submarket. The subject
                                            property was renovated in 1996,
                                            subsequent to that renovation 8,400
                                            SF of useable retail space was
                                            designated as warehouse space at the
                                            rear of the property. To date it has
                                            not been rented to any tenants.
                                            However, if the 8,400 SF vacant
                                            warehouse space were to be excluded
                                            from the above analysis the subject
                                            property would have an occupancy
                                            rate of 98% and the overall
                                            submarket would be 96%.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 18
<PAGE>

                                        Shopping Center Market Analysis, cont'd.
- --------------------------------------------------------------------------------

Investment Desirability:                    The retail real estate investor
                                            market is becoming cautious. Retail
                                            sales nationally were weaker than
                                            expected in 1995, particularly for
                                            the Christmas season and only
                                            reflected moderate increases for
                                            1996 for same store sales. In
                                            addition, the market is changing
                                            significantly with the on-slaught of
                                            superstores and the significant
                                            growth in catalogue retail sales.
                                            Thus, tenant type and center design
                                            is constantly changing as well as
                                            consumers' buying habits.

                                            It is inevitable that a certain
                                            percentage of these superstores will
                                            fall out due to increased
                                            competition. Thus, while power
                                            centers were the investors choice
                                            only one to two years ago, they have
                                            fallen out of favor over the past
                                            several months. Investors are
                                            considering neighborhood and
                                            community centers to be a better
                                            investment. People will always have
                                            to buy groceries, get their hair
                                            cut, buy pizza and purchase
                                            consumable items and services from
                                            local neighborhood and community
                                            stores. This is considered a
                                            positive for the subject.

Potential New Construction:                 The likelihood of new major
                                            retail/commercial development in the
                                            Pascagoula/Moss Point area is
                                            minimal since the local population
                                            has remained relatively the same
                                            over the past few years and the
                                            availability of well located
                                            commercial land is highly limited.
                                            Vacant commercial land is in short
                                            supply along US-90 in Pascagoula.
                                            The last major development was of
                                            the subject property and Delchamps
                                            Plaza Shopping Center two blocks
                                            east. These two centers were
                                            redevelopments of existing
                                            properties.

Conclusions

      The overall Pascagoula/Jackson County shopping center market has been
negatively affected in the period of 1982 through 1994 from the significant
decline in the local economy, due to the reduction offshore oil exploration and
more recently to cuts in the national defense budget. However, the data
indicates the market has had significant improvements in occupancy for the
neighborhood and community center market with increasing occupancies and rents,
and is further being bolstered by similar improvements in the economy and
employment sector.

      In the final analysis, the economy is maintaining strength with increased
employment and retail sales. Neighborhood shopping centers are gaining strength,
particularly well anchored centers in good locations. Speculative new
development is currently limited and is anticipated to be limited in the future
because of a limited land


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 19
<PAGE>

                                        Shopping Center Market Analysis, cont'd.
- --------------------------------------------------------------------------------

supply. This should result in continued high occupancies and moderate rent
appreciation over the foreseeable future, or at least two years.

Subject Property Conclusions

      The subject property can be classified as an anchored community center.
The subject's retail submarket is relatively strong with high occupancies in the
newer or renovated centers and moderate occupancies in the older centers. The
tenant mix for the subject is appropriate for the local market it serves. In
addition, the potential for new development and competition is highly limited
because of limited land availability and no known new construction is
anticipated in the short term. Thus, the subject property is considered an
average quality investment property with the most probable buyer being a
regional or national buyer.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 20
<PAGE>

                                                           NEIGHBORHOOD ANALYSIS
================================================================================

Neighborhood Defined

      A neighborhood, as defined by the 9th edition of The Appraisal of Real
Estate is "a grouping of complementary land uses" effected by similar operation
of the four forces that affect property value. These forces include social,
economic, governmental and environmental factors. A neighborhood is further
defined by the revised edition of Real Estate Appraisal Terminology as being a
portion of a larger community, or an entire community, in which there is a
homogeneous grouping of inhabitants, buildings or business enterprises.
Neighborhood boundaries may consist of well-defined natural or manmade barriers
or they may be more or less defined by a distinct change in land use or in the
character of the inhabitants. The overriding purpose of describing and analyzing
a particular neighborhood is to observe and/or quantify data indicating
discernible patterns or urban growth, structure and change that may enhance or
detract from property values.

Neighborhood Boundaries

North:      Escatawpa River
East:       SR-63/SR-601/L&N Railroad ROW
South:      Gulf of Mexico
West:       East Pascagoula River

      Comments: The boundaries for the subject neighborhood were chosen because
they contain homogeneous and dependent land uses delineated by distinct man-made
boundaries. The neighborhood boundaries cover an area of approximately 20 miles.
These boundaries constitute most of Pascagoula and Moss Point.

General Neighborhood Data

Distance from CBD:                          3 miles south
Distance from Airport:                      30 miles northeast (Mobile, AL)
Percent Built-Up:                           90%
General Land Uses:
    Single Family:                          45%
    Apartment:                              20%
    Retail, Office:                         25%
    Industrial, heavy commercial:           10%
Types of  Commercial Tenancies:
    Predominant:                            Multi-tenant
    Secondary:                              Limited free standing owner occupant
Predominant Property Age Range:             1960's - 1990's
Neighborhood Life Cycle Stage:              Stable to revitalization
Public Transportation:                      None

      Comments: The immediate area around the subject property is one of the
most trafficked retail districts in the Pascagoula area. It should be noted that
Pascagoula doesn't have a well defined CBD that is normally found in most
American cities. Since the neighborhood is generally Pascagoula and Moss Point,
it contains a very wide range of development types and ages.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 21
<PAGE>

                                                  Neighborhood Analysis, cont'd.
- --------------------------------------------------------------------------------

Major Traffic Arteries/Access

<TABLE>
<CAPTION>
========================================================================================
Street Name            Type                          Direction     No. of Lanes
- ----------------------------------------------------------------------------------------
<S>                    <C>                           <C>           <C>
Denny Avenue/US-90     Primary neighborhood artery   east-west     4 lane + turn lane &
                                                                   service road
- ----------------------------------------------------------------------------------------
Telephone road/Main    Neighborhood artery           north-south   4 lane
Street/SR-613
- ----------------------------------------------------------------------------------------
SR-63                  Primary neighborhood artery   north-south   4 lane limited access
                                                                   highway
- ----------------------------------------------------------------------------------------
Market Street          Neighborhood artery           east-west     4 lane
========================================================================================
</TABLE>

      Accessibility: The major traffic arteries provide average ingress and
egress for the neighborhood. Denny Avenue/US-90 is the primary retial/commercial
corridor for Pascagoula and Moss Point. US-90 use to the primary coastal highway
along the Gulf of Mexico from Louisiana to Florida, prior to the construction of
IH-10. The traffic arteries in the previous chart provide adequate accessibility
throughout the neighborhood. IH-10 has two interchanges that provide
accessibility to Pascagoula and Moss Point.

Neighborhood Utilities & Infrastructure

===============================================================================
Item                Adequacy            Provider                       Cost
- -------------------------------------------------------------------------------
Sewer               Adequate            Public                         Typical
- -------------------------------------------------------------------------------
Water               Adequate            Public                         Typical
- -------------------------------------------------------------------------------
Gas                 Adequate            Public                         Typical
- -------------------------------------------------------------------------------
Power               Adequate            Singing River Power            Typical
- -------------------------------------------------------------------------------
Telephone           Adequate            Bell South                     Typical
- -------------------------------------------------------------------------------
Interior Roads      Adequate            Public                         N/A
===============================================================================

      Comments: The neighborhood utilities and infrastructure are considered
typical for the area and no negative influences are noted.

Trends

      General Neighborhood History: The subject neighborhood is a highly
developed coastal community with an extensive history because of its urban
location. Commercial development along Denny Avenue/US-90 as it currently exists
began in the late 1960's into the 1970's with retail strip centers and free
standing commercial buildings. Given the recent economic change in the area,
with the introduction of gaming and the slight resurgence in offshore oil
exploration, redevelopment began again in the mid-1990's with the renovation of
quality retail centers that often included two major anchors.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 22
<PAGE>

                                                  Neighborhood Analysis, cont'd.
- --------------------------------------------------------------------------------

      New Development: In general, the subject neighborhood is a retail and
commercial district with occasional redevelopment. The likelihood of new major
retail/commercial development in the Pascagoula/Moss Point area is slight, since
the local population has remained relatively the same over the past few years.
The last major development was of the subject property and Delchamps Plaza
Shopping Center two blocks east. These two centers were redevelopments of
existing properties. Vacant commercial land is in short supply along US-90 in
Pascagoula.

Conclusions

      In spite of the slight decline in the economic base within the subject's
area over the past ten years, the residential areas have remained relatively
static over the years. Prospects for improving rents for the subject property
appear good to average as the subject property offers a niche product with lower
rents than those generally found in the subject's neighborhood for retail uses
with good anchors.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 23
<PAGE>

                                NEIGHBORHOOD MAP

                               [GRAPHIC OMITTED]


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 24
<PAGE>

                                                                   SITE ANALYSIS
================================================================================

Location:                                   3419 - 3517 Denny Avenue/US-90;
                                            Northeast corner of Denny
                                            Avenue/US-90 and Chicot Road.

Size:
        Acres:                              13.200
        Square Feet (SF):                   574,992 SF
        Source:                             Metes & bounds description

Shape:                                      Semi-rectangular; Improvements are
                                            situated parallel to 3419 - 3517
                                            Denny Avenue/US-90.

Frontage:
        Denny Avenue/US-90:                 109.91'

        Chicot Road:                        300.01'

Street Improvements:
        Denny Avenue/US-90:
           Street Type:                     Primary neighborhood artery
           Traffic Direction:               East - west
           Quality; Condition:              Asphalt with curbs and gutters;
                                            average
           Number of Lanes:                 four; with one turn lane,
                                            bi-directional and a parallel
                                            service road.
           Driveway Cuts:                   Two on Denny Avenue/US-90 service
                                            road
           General Traffic Patterns:        Heavy

        Chicot Road:
           Street Type:                     Secondary neighborhood artery
           Traffic Direction:               North - south
           Quality; Condition:              Asphalt with curbs and gutters;
                                            average
           Number of Lanes:                 Two
           Driveway Cuts:                   Three
           General Traffic Patterns:        Moderate

Visibility:                                 Good, for stores fronting Denny
                                            Avenue/US-90

Ingress/Egress:                             Good. Two curb cuts on Denny
                                            Avenue/US-90 and two side entrances
                                            on the westside. No limiting factors
                                            noted.

Topography:                                 Level.

Subsoil Conditions & Drainage:              The appraisers are not aware of an
                                            engineering study made to determine
                                            the subsoil conditions. Upon
                                            inspection of the subject and
                                            surrounding improvements, conditions
                                            appear adequate to support the
                                            subject structure. Drainage appears
                                            to be adequate.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 25
<PAGE>

                                                          Site Analysis, cont'd.
- --------------------------------------------------------------------------------

Flood Plain:                                No
        FEMA Map #:                         285260 0003 C
        Effective Date:                     03/15/84

Nuisances & Hazards:
Environmental:                              Based on our site inspection, the
                                            appraisers did not observe any
                                            hazardous materials on the subject
                                            site. In September of 1992 a Phase I
                                            Environmental Site Assessment was
                                            conducted by a local company, known
                                            as Butler Services of Mississippi,
                                            Inc. They have determined that no
                                            environmental problems exist on the
                                            subject property. However, the
                                            appraisers are not qualified to
                                            detect such substances and would
                                            recommend an environmental audit be
                                            performed by an expert in this field
                                            to determine the possible existence
                                            of any potentially hazardous
                                            substances. No responsibility is
                                            assumed by the appraisers for any
                                            such conditions and the value
                                            estimate contained in this report is
                                            predicated on the assumption that
                                            there are no such hazardous
                                            materials existing on the site.

        General:                            No other nuisances or potential
                                            hazards were noted.

Easements:                                  Neither the survey nor the on-site
                                            inspection of the property indicated
                                            any unusual or detrimental easements
                                            other than typical utility
                                            easements.

Utilities & Services:                       All typical public utilities
                                            including sewer, water, gas,
                                            electric and telephone are available
                                            and in use at the site. Capacity is
                                            considered adequate for any
                                            potential feasible development of
                                            the site.

Surrounding Land Uses:                      Retail uses abut the subject site on
                                            the east and west side along Denny
                                            Avenue/US-90 and extend to the
                                            river. To the northside behind the
                                            subject site is a large warehouse.
                                            On the northwest side across Chicot
                                            Road are several commercial service
                                            related properties and a locally
                                            owned restaurant. Across Denny
                                            Avenue/US-90 is a railroad right-of-
                                            way parallel to the highway. Beyond
                                            that is a warehouse and a
                                            residential neighborhood.

      Conclusion: The subject site is compatible with surrounding parcels both
in physical features and use. Additionally, it is functionally adequate for the
existing improvements and development of any potential feasible development
consistent with surrounding land uses. There is no evidence of any negative site
factors that would hamper the existing use, value, or marketability of the
subject site.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 26
<PAGE>

                                                          Site Analysis, cont'd.
- --------------------------------------------------------------------------------

      The reader is directed to the site analysis exhibits provided on the
following pages.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 27
<PAGE>

                                 AS-BUILT SURVEY

                                [GRAPHIC OMITTED]


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 28
<PAGE>

                                  TAX PLAT MAP

                                [GRAPHIC OMITTED]


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 29
<PAGE>

                                 FLOOD PLAIN MAP

                                [GRAPHIC OMITTED]


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 30
<PAGE>

                                                     DESCRIPTION OF IMPROVEMENTS
================================================================================

      The data and analysis included in this report section describes the
building and improvement data relevant to the appraisal problem. Sources of the
data are identified and information not available to the appraiser is noted
where necessary. The data presented is analyzed based upon the functional
utility and physical condition relative to their influence on the value
conclusion of this assignment.

Property Type and Character

Property Type:                              Community shopping center

Building Age:
        Year Built:                         1970; Renovated 1996; Renovated in
                                            1996
        Actual Age:                         27 years
        Total Economic Life:                50 years*
        Effective Age:                      5 years*
        Remaining Economic Life:            45 years*
        * See Condition Analysis to follow

Comment: After this center was purchased in 1995, it was renovated and leased-up
by the owner/developer. The exterior and interior were totally reconstructed and
brought up to current building code requirements. The center is almost a new
structure.

No. of Stories:                             1

Size:
        Gross Building Area (GBA):          130,353 SF
        Net Rentable Area (NRA):            122,360 SF
        Source:                             Rent roll and tax records
        Floor-to-Area Ratio:                0.23:1

Typical Small Shop Bay Depth:               60' to 100'

Typical Small Shop Bay Width:               25' to 35'

Anchor Space:
        Tenants:                            Winn-Dixie, Harco Drugs and Goody's
        Total Size:                         84,860 SF
        % Anchor:                           69.35%

      Comment: The anchor spaces are specifically designed for the anchor
tenants. However, the open "big box" space is easily adaptable to other tenants.
A loading dock is located in the rear of the Winn-Dixie and Harco Drugs space.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 31
<PAGE>

                                            Description of Improvements, cont'd.
- --------------------------------------------------------------------------------

Tenancy:
        No. of Tenants:                     12 plus 2 vacant spaces
        Type Occupancy:                     Multi-tenant
        Current Physical Occupancy:         91%

Warehouse Space:                            8,600 SF

      Comment: This space is apparently the result of reconfiguration of the
original, non-functional retail space into functional multi-tenant space. A
corridor was created to access Cato and Its Fashions space from the rear for
shipments. If the warehouse space were to be excluded from the occupancy it
would be 97.7% and the anchor to percentage of retail space would be 81.8%.

General Construction Components

Data Sources:
      Building Plans Provided:              Plans and specifications were not
                                            made available to the appraisers.

      Other:                                Property inspection by the
                                            appraisers, discussions with
                                            representatives of the property
                                            owner and information available from
                                            the Tax Assessor's office.

Foundation:                                 Concrete slab

Structural System:                          Concrete block

Roof  System:                               Built-up composition cover over
                                            metal rib decking on steel-bar
                                            joists

Exterior Walls:                             The exterior walls are brick on
                                            store fronts and painted concrete
                                            block on sides and rear.

Exterior Doors:                             Storefront glass in aluminum frame

Exterior Windows:                           Glass in aluminum frame

Electrical:                                 Electrical fixtures and systems were
                                            noted to be in average quality.
                                            Average commercial service. Assumed
                                            to comply with all governing codes
                                            and good industry standard practice.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 32
<PAGE>

                                            Description of Improvements, cont'd.
- --------------------------------------------------------------------------------

H.V.A.C.:                                   Each lease space has an electric
                                            package heating and cooling units.
                                            Ground level.

Plumbing:                                   Each lease space has a men's and
                                            women's restroom. All restaurants
                                            have special plumbing for sinks and
                                            restrooms.

      Comments: The subject improvements are composed of two separate buildings.
The second building, which contains 8,400 SF, faces the rear portion of the
subject tract and is separated by the parking lot. The second building backs up
to an outlot that fronts the service road along Denny Avenue/US-90.

Site Improvements

Signage:                                    One lighted sign on Denny
                                            Avenue/US-90

Parking Area:                               Asphalt paved with adequate parking
                                            spaces; average condition. Heavy
                                            duty concrete in the rear of the
                                            center for truck loading area.

      No. of Spaces:                        505
      No./1,000 SF of GBA:                  4.13/1,000 SF

Fencing:                                    None

Concrete Walks:                             Concrete along retail area

Condition/Quality

Construction Quality:                       Average and typical of the local
                                            market

Condition of Improvements:                  Average to good given actual age and
                                            recent renovation.

Effective Age Analysis

      The improvements actual age is 27 years. However, the improvements were
renovated in 1996 by the current owner. This is not unusual in this
neighborhood. The typical economic life for similar structures is 50 years. The
condition, quality of construction and effective maintenance program by the
current owner has maintained the economic life of the property. Based on the
condition/quality analysis presented, a 45 year remaining economic life is
considered reasonable before significant capital expenditures would be required
to extend the economic life. This yields an estimated 5 year effective age.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 33
<PAGE>

                                            Description of Improvements, cont'd.
- --------------------------------------------------------------------------------

Functional Utility Analysis

      The overall property is considered to have average functional utility
based upon the property type and use. The straight line shape of the center
parallel to the highway is considered to be a functional shape with good
visibility from the road. The local space bay depths are considered to be
optimal for the market. However, the warehouse space at the rear of the Cato and
Its Fashions lease space may reflect functional obsolescence. The developer has
wisely reconfigured the original space to reasonable bay depths for the retail
frontage and is attempting to market the remaining space for warehouse use.
However, this space will probably be more susceptible to vacancy than the
remaining retail space.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 34
<PAGE>

                                    SITE PLAN

                                [GRAPHIC OMITTED]


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 35
<PAGE>

                                                 PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================


                                 [PHOTO OMITTED]

                Front view of the subject on Denny Avenue/US-90.


                                 [PHOTO OMITTED]

                   Front view of subject looking to the west.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 36
<PAGE>

                                        Photographs of Subject Property, cont'd.
- --------------------------------------------------------------------------------


                                 [PHOTO OMITTED]

         View of Denny Avenue/US-90 looking west with subject on right.


                                 [PHOTO OMITTED]

          View of Denny Avenue/US-90 looking east with subject on left.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 37
<PAGE>

                                        Photographs of Subject Property, cont'd.
- --------------------------------------------------------------------------------


                                 [PHOTO OMITTED]

          View of the second retail building facing Denny Avenue/US-90.


                                 [PHOTO OMITTED]

                   View of the rear of the center facing west.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 38
<PAGE>

                                        Photographs of Subject Property, cont'd.
- --------------------------------------------------------------------------------


                                 [PHOTO OMITTED]

                   View of the rear of the center facing east.


                                 [PHOTO OMITTED]

   View of Chicot Road from the rear of the subject facing Denny Avenue/US-90.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 39
<PAGE>

                                                         SUBJECT PROPERTY ZONING
================================================================================

Subject Zoning Data Summary

Subject Zoning Designation:                 C-1A Commercial District

Zoning Authority:                           City of Pascagoula

Purpose of Zoning District:                 Intended to provide for a wide range
                                            of commercial uses and concerned
                                            with retail trade and consumer
                                            services; amusement and
                                            entertainment establishment;
                                            drive-in stores, eating places and
                                            financial institutions; and offices.
                                            The uses in these districts service
                                            a wide market area and, therefore,
                                            ease of automotive access is a
                                            requisite. However, it is not
                                            intended that these districts permit
                                            uses which generate large volumes of
                                            truck traffic. Bulk regulations are
                                            designed to control building volumes
                                            such that compatibility with
                                            vicinity residential uses is
                                            promoted, while maintaining maximum
                                            flexibility in commercial
                                            activities. Appropriate open space
                                            between commercial and residential
                                            areas is required unless appropriate
                                            design features are accomplished
                                            under the planned unit development
                                            procedures for this district.

Permitted Uses:                             Commercial activities that are
                                            permitted by right are convenience
                                            sales and services, automobile
                                            franchise dealers, churches, motels,
                                            hotels, automotive parking, food
                                            service, medical service, general
                                            personal service, financial
                                            services, consulting and
                                            administrative services, business
                                            and communication services,
                                            undertaking service, drive-in food
                                            service, automotive services,
                                            general retail sales and service,
                                            consumer laundry and repair, retail
                                            business supply, group assembly,
                                            wholesale sales, and construction
                                            sales and service.


Regulations

Yard Fronting any Street:                   20'
Side Yard:                                  5'; for commercial and industrial;
                                            25' for residential

Rear Yard:                                  5'; if adjoining residential the
                                            rear shall be the same as the
                                            adjoining residential

Maximum Floor Ratio (FAR):
       Base FAR:                            None

Maximum Height:                             None


- --------------------------------------------------------------------------------
(C)1994 Huber & Lamb Appraisal Group, Inc.                               Page 40
<PAGE>

                                                Subject Property Zoning, cont'd.
- --------------------------------------------------------------------------------

Required Off-Street Parking:                None

Improvements Conformity:                    Improvements appear to conform to
                                            the zoning regulations.

Deed Restrictions:                          None known to the appraisers

Public Restrictions:                        None known to the appraisers

      The reader's attention is directed to the zoning map exhibit presented on
the following page.


- --------------------------------------------------------------------------------
(C)1994 Huber & Lamb Appraisal Group, Inc.                               Page 41
<PAGE>

                                   ZONING MAP

                                [GRAPHIC OMITTED]


- --------------------------------------------------------------------------------
(C)1994 Huber & Lamb Appraisal Group, Inc.                               Page 42
<PAGE>

                                                            HIGHEST AND BEST USE
================================================================================

Introduction

      In highest and best use analysis, an appraiser identifies the most
profitable, competitive use to which a property can be utilized. Highest and
best use may be defined as:

      The reasonably probable and legal use of vacant land or an improved
      property, which is physically possible, appropriately supported,
      financially feasible, and that results in the highest value.(1)

      Proper analysis includes consideration of the highest and best use of a
given property 1) as if vacant, and 2) as improved. The purpose of determining
the highest and best use of land as though vacant is to identify a site's
potential use, which governs its value. The purpose of determining the highest
and best use of property as improved is to identify the use that is expected to
produce the greatest overall return on the capital invested, and to assist the
appraiser in the selection of comparable properties.

      A property's highest and best use must be 1) physically possible, 2)
legally permissible, 3) financially feasible, and 4) maximally productive. These
criteria will be considered sequentially and conditionally in this section of
the appraisal report.

      The highest and best use analysis and conclusions form the foundation for
the application of the three approaches to value and the reconciliation and
final value estimate. The data presented in the previous sections of this report
is analyzed and used as support for establishing the opinion of highest and best
use. Therefore, only the more distinctive characteristics from each section that
have substantial impact on the highest and best use are analyzed. The reader is
referred to the previous sections for the detailed data.

Highest and Best Use as Vacant

      The initial step in analyzing the highest and best use of the appraised
property is to consider the land as if vacant. Highest and best use of land or a
site as vacant assumes that a parcel of land is vacant or can be made vacant by
demolishing any improvements.

1.    Physically Possible

      The size, shape, location, topography, and surrounding land use pattern of
a parcel of land affects its physical utility and adaptability. These and other
physical characteristics are considered in analyzing the physical capabilities
of the site and most probable uses.

      Report Section Reference:             Site Analysis and Neighborhood
                                            Analysis

- ----------

      (1) The Appraisal of Real Estate, Ninth Edition, (Chicago: American
Institute of Real Estate Appraisers, 1987), p. 269.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 43
<PAGE>

                                                   Highest and Best Use, Cont'd.
- --------------------------------------------------------------------------------

      General Site Features:
         Physical Characteristics:          The semi-rectangular shape, average
                                            frontage, level topography, soil
                                            conditions and 13.200 acre size are
                                            functional for almost any type of
                                            development consistent with
                                            neighborhood trends. No unusual site
                                            development costs would be required.

         Utilities & Services:              All public utilities are available
                                            to the site in adequate supply and
                                            capacity to permit development of
                                            any probable use of the site. The
                                            site fronts on a public street that
                                            is in good condition.

         Functional Utility:                Considering the general site
                                            features, the functional utility and
                                            physical adaptability of the subject
                                            site is considered average and will
                                            allow most any typical development
                                            prevalent in the area.

      Surrounding Land Uses:                Retail uses abut the subject site on
                                            the east and west side along Denny
                                            Avenue/US-90 and extend to the
                                            river. To the northside behind the
                                            subject site is a large warehouse.
                                            On the northwest side across Chicot
                                            Road are several commercial service
                                            related properties and a locally
                                            owned restaurant. Across Denny
                                            Avenue/US-90 is a railroad right-of-
                                            way parallel to the highway. Beyond
                                            that is a warehouse and a
                                            residential neighborhood.

      Limiting Factors:                     No limiting physical factors noted

      Physically Possible Conclusion: The physical characteristics of the site
and available utilities and services are adequate for a variety of uses and do
not significantly limit the potential development of the site except to the
density which would be allowed under the current zoning.

2.    Legally Permissible Uses

      The analysis of legally permissible uses of the property includes
consideration of zoning ordinances, private and deed restrictions, historic
district controls and environmental regulations.

      Report Section Reference:             Zoning Analysis

      Zoning Designation:                   C-1A Commercial District

      Permitted Uses:                       Commercial activities that are
                                            permitted by right are convenience
                                            sales and services, automobile
                                            franchise dealers, churches, motels,
                                            hotels, automotive parking, food
                                            service, medical service,


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 44
<PAGE>

                                                   Highest and Best Use, Cont'd.
- --------------------------------------------------------------------------------

                                            general personal service, financial
                                            services, consulting and
                                            administrative services, business
                                            and communication services,
                                            undertaking service, drive-in food
                                            service, automotive services,
                                            general retail sales and service,
                                            consumer laundry and repair, retail
                                            business supply, group assembly,
                                            wholesale sales, and construction
                                            sales and service. See Zoning
                                            Analysis for more information.

      Deed Restrictions:                    None known to the appraisers

      Public Restrictions:                  No public restrictions are known.

      Possibility of
         Zoning Change:                     None known to the appraisers

      Legally Permissible Uses Conclusions: Based upon the factors analyzed and
the legally permissible uses for the subject, the best uses appear to be retail
services.

3.    Financially Feasible

      In determining which uses are physically possible and legally permissible,
an appraiser eliminates some uses from consideration. Then the uses that meet
the first two criteria are analyzed further to determine which are likely to
produce an income, or return, equal to or greater than the amount required to
satisfy operating expenses, financial obligations and capital amortization. All
uses that are expected to produce a positive return are regarded as financially
feasible.

      Most Probable Uses:                   Based upon the analysis of
                                            physically possible uses and legally
                                            permissible uses, the best and most
                                            probable uses are limited to the
                                            highest density of retail space
                                            physically possible.

      Feasibility:                          All of the most probable uses listed
                                            above are considered financially
                                            feasible based upon land values in
                                            the immediate area.

         Income:                            The use with the highest potential
                                            net operating income is retail
                                            sales, particularly a shopping
                                            center complex.

         Occupancies:                       Overall occupancy for retail shop
                                            space in Pascagoula and Moss Point
                                            is estimated to be near 94%. This is
                                            considered sufficient to justify new
                                            construction.

      Feasibility Conclusion: The analysis of potential income and return on
investment as well as demand (occupancy) indicates that retail services with a
low percentage of office space would yield the highest return.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 45
<PAGE>

                                                   Highest and Best Use, Cont'd.
- --------------------------------------------------------------------------------

4.    Maximally Productive

      A comparison of the financially feasible uses indicates that retail
services with low office percentage would yield the highest return to the land.

Highest and Best Use
  As If Vacant Statement:                   The highest and best use of the
                                            subject site assuming it is vacant
                                            is development of a neighborhood
                                            shopping center.

Highest and Best Use as Improved

      The preceding analysis of the site as vacant is also relevant to the
highest and best use of the subject property, as improved. If the existing
improvements are the same as those indicated for the highest and best use as
vacant, the four tests for highest and best use do not have to be applied here
because the conclusions reached in testing for the highest and best use of the
site as though vacant are applicable to the analysis as improved.

Conformance to Highest and Best
  Use as Vacant:                            The existing improvements of the
                                            subject property generally conform
                                            to the highest and best use as
                                            vacant.

Possible Demolition, Renovation or
  Conversion in Use:                        A comparison of the land value
                                            estimate and the value estimate of
                                            the property as improved in the
                                            forthcoming valuation section
                                            indicates that the improvements
                                            contribute significant value to the
                                            property. Therefore, demolition is
                                            not justified. An economic analysis
                                            shows remodeling, renovation or
                                            conversion of the subject to another
                                            use is not economically justified.

Highest & Best Use
   As Improved Statement:                   The highest and best use as improved
                                            is continued use as an community
                                            shopping center development.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 46
<PAGE>

                                                        REAL ESTATE TAX ANALYSIS
================================================================================

Taxing Authorities:                         The subject property is located
                                            within the taxing jurisdictions of
                                            the City of Pascagoula and Jackson
                                            County. The City of Pascagoula and
                                            Jackson County tax rate represents
                                            all local municipal tax charges. The
                                            property is subject to the following
                                            taxing jurisdictions and 1997 Ad
                                            Valorem Tax rate.

Real Estate Tax Rates

        Tax Rate's Year:                    1997

        Pascagoula/Jackson County:          $147.55 per $1,000 of Assessed Value

        Tax Bill Due Date:                  Between October and February

Assessment Ratio

      The taxing authority applies an assessment ratio to each property's tax
appraised value for the calculation of taxes. The assessment ratio applied is
determined by the property type as follows:

        Commercial Property                 15%

Subject Real Estate Tax Data

        Real Estate Tax District:           City of Pascagoula & Jackson County
        Real Estate Tax Rate:               $147.55 per $1,000 of Assessed Value
        Assessment Ratio:                   15%
        Tax Appraised Value:                $2,316,000

Tax Comparables

<TABLE>
<CAPTION>
==============================================================================================
                        Appraised     Assessed       Tax Rate      Tax                   Taxes
   Comparables            Value         Value         /$1,000    Expense    Size (SF)     /SF
- ----------------------------------------------------------------------------------------------
<S>                    <C>            <C>             <C>        <C>         <C>         <C>
Delchamps Plaza S/C    $5,957,550      $893,633       $147.55    $131,856    154,771     $0.85
- ----------------------------------------------------------------------------------------------
Sea Shores Plaza S/C   $6,774,980    $1,016,247       $147.55    $149,948    207,572     $0.72
- ----------------------------------------------------------------------------------------------
One Main Place S/C     $2,069,070      $310,361       $147.55     $45,794     68,566     $0.67
- ----------------------------------------------------------------------------------------------
Subject                $2,316,000      $347,400       $147.55     $51,259    130,353     $0.39
==============================================================================================
</TABLE>

      Note: The assessed value is calculated based on a 15% assessment ratio.

Subject Tax Expense Analysis:               The subject property is at the low
                                            end of the tax expense per unit
                                            range. All of the comparables are
                                            relatively similar properties;
                                            however, the subject has a higher
                                            percentage of big box space. After


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 47
<PAGE>

                                               Real Estate Tax Analysis, cont'd.
- --------------------------------------------------------------------------------

                                            discussions with the local tax
                                            assessor and considering it being a
                                            existing property, the tax expense
                                            and appraised value are considered
                                            reasonable in comparison to the
                                            comparable properties.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 48
<PAGE>

                                                             APPRAISAL PROCEDURE
================================================================================

Introduction

      The estimation of market value of a property that is being appraised is
accomplished by the comparison and analysis of as many techniques as are
appropriate. Three approaches are generally used to produce value indications.

Cost Approach:                              This valuation technique is based on
                                            the premise that the value of a
                                            property can be indicated by the
                                            current cost to construct a
                                            reproduction or replacement of the
                                            improvements minus the amount of
                                            depreciation evident in the
                                            structures from all causes plus the
                                            value of the land and
                                            entrepreneurial profit. The Cost
                                            Approach is particularly useful for
                                            appraising new or nearly new
                                            improvements. Current costs for
                                            constructing improvements are
                                            derived from cost estimators, cost
                                            publications, builders or
                                            contractors. Depreciation is
                                            measured by market research and/or
                                            through the application of specific
                                            mathematical procedures. Land value
                                            is estimated separately by direct
                                            sales comparison.

Sales Comparison Approach                   This approach is most viable when an
                                            adequate number of properties of
                                            similar type have been sold recently
                                            or are currently offered for sale in
                                            the subject market. The application
                                            of this approach produces a value
                                            indication for a property through
                                            comparison with similar properties,
                                            called comparable sales. The sale
                                            prices of properties judged to be
                                            most comparable tend to set a range
                                            in which the value indication for
                                            the subject falls.

Income Capitalization Approach:             This approach to value is applicable
                                            to properties capable of producing a
                                            net income stream. By using the
                                            income capitalization approach, the
                                            appraiser measures the present value
                                            of the future benefits of property
                                            ownership. Income streams and the
                                            value of property upon resale
                                            (reversion) are capitalized or
                                            converted into a present, lump-sum
                                            value. Research and analysis of data
                                            for this approach are conducted
                                            against a background of supply and
                                            demand relationships. This
                                            background provides information on
                                            trends and market anticipation that
                                            must be verified for data analysis.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 49
<PAGE>

                                                    Appraisal Procedure, cont'd.
- --------------------------------------------------------------------------------

Reconciliation of Approaches:               The strengths and weaknesses of each
                                            approach used are weighed in the
                                            final analysis. The approach or
                                            approaches offering the greatest
                                            quantity and quality of supporting
                                            data are typically given most
                                            consideration and the final estimate
                                            of value is correlated.

Approaches Utilized
       In This Assignment:                  The Cost, Sales Comparison and
                                            Income Capitalization Approaches to
                                            value have each been utilized in
                                            estimating the market value of the
                                            subject property as of the effective
                                            date of appraisal.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 50
<PAGE>

                                                                  LAND VALUATION
================================================================================

Introduction

      A reliable value indication for the subject parcel is provided by an
analysis and comparison of other comparable sites which have sold in the
marketplace. Many factors influence the price of land. The technique involved in
the value estimate of the land uses the principle of substitution as the basis
for analysis, and the methodology includes an analysis of what buyers in the
area have been paying for similar properties. Therefore, the value of the
subject site is derived from sales and listings of comparable properties in the
area. The comparable land sales included in this report are analyzed with
respect to market conditions (time), location, physical characteristics
(functional utility) and size.

      Dollar or percentage adjustments are made to the sale price of each
comparable. Positive adjustments are made for deficiencies in the comparable
property relative to the subject site. Negative adjustments are made for
superior characteristics of the sale relative to the subject. When sufficient
sales data is available, a "paired sales" analysis is utilized. This is a
procedure in which sales are compared in pairs to identify the effect of
specific differences on sale price. When such data is unavailable or
inconclusive, adjustments are made based on discussions with active market
participants (buyers, sellers, investors and developers), historical sales data,
or the appraiser's experience in valuing similar properties.

      The sales on the following pages are considered to have a reasonable
degree of comparability to the land being appraised. Information pertaining to
these transactions has been verified by either the buyer, seller, broker, or
other sources considered reliable and having knowledge of the particular
transaction.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 51
<PAGE>

                                                         Land Valuation, cont'd.
- --------------------------------------------------------------------------------


                                                      Comparable Land Sales Data
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 52
<PAGE>

                                                     LAND SALE COMPARABLE NO. 1:
- --------------------------------------------------------------------------------

PROPERTY DATA

   Location:          Northside of US-90, just west of Beasley Road, Gautier, MS

   County:            Jackson

   Grantor:           William R. Wilson, Jr.

   Grantee:           Jeffrey Mattixon

   Map(s):            N/A

   Parcel(s):         N/A

   Sale Date:         01/11/96                    Book/Page:  1079 / 275


SITE DATA

   Size (Acres):      4.83

   Size (SF):         210,395

   Zoning:            Commercial

   Utilities:         All available to site

   Frontage:          470.15' along US-90

   Shape:             Rectangular

   Topography:        Level

   Easements:         None detrimental

   Improvements:      None of value at sale date

   Intended Use:      Future Commercial Development


TRANSACTION DATA

   Consideration:     $200,000                         Price/SF:   $0.95

   Cash Equivalent:   $200,000                    Adj. Price/SF:   $0.95

   Financing:         All cash to seller.

   Verified By:       Jim Horne, MAI

   Comp_Code:         1294

COMMENTS: This tract of land is located a half mile west of Singing River Mall.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 53
<PAGE>

                                                     LAND SALE COMPARABLE NO. 2:
- --------------------------------------------------------------------------------

PROPERTY DATA

   Location:          Southwest corner of US-90 and Dolphin Drive, Gautier, MS

   County:            Jackson

   Grantor:           John Hendley

   Grantee:           James G. Robinson

   Map(s):            N/A

   Parcel(s):         N/A

   Sale Date:         03/05/96                    Book/Page:  1082 / 606


SITE DATA

   Size (Acres):      8.18

   Size (SF):         356,321

   Zoning:            Commercial

   Utilities:         All available to site

   Frontage:          Along US-90 and Dolphin Drive

   Shape:             Rectangular

   Topography:        Level

   Easements:         None detrimental

   Improvements:      None of value at sale date

   Intended Use:      Future Automobile Dealership


TRANSACTION DATA

   Consideration:     $450,000                         Price/SF:   $1.26

   Cash Equivalent:   $450,000                    Adj. Price/SF:   $1.26

   Financing:         All cash to seller.

   Verified By:       Jim Horne, MAI

   Comp_Code:         1295

COMMENTS:             This tract of land is located across US-90 from the
                      Singing River Mall and Lowe's Home Center. The property
                      was previously filled and site-prepped.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 54
<PAGE>

                                                     LAND SALE COMPARABLE NO. 3:
- --------------------------------------------------------------------------------

PROPERTY DATA

   Location:          Northwest corner of US-90 and Dolphin Drive, Gautier, MS

   County:            Jackson

   Grantor:           Misty Meadows Farms

   Grantee:           Lowe's Home Centers

   Map(s):            N/A

   Parcel(s):         N/A

   Sale Date:         08/21/92                    Book/Page:  1000 / 956


SITE DATA

   Size (Acres):      10

   Size (SF):         435,600

   Zoning:            Commercial

   Utilities:         All available to site

   Frontage:          Along US-90 and Dolphin Drive

   Shape:             Semi-Rectangular

   Topography:        Level
   
   Easements:         None detrimental
   
   Improvements:      None of value at sale date
   
   Intended Use:      Future Lowe's Home Center
   
   
TRANSACTION DATA
   
   Consideration:     $400,000                         Price/SF:   $0.92
   
   Cash Equivalent:   $400,000                    Adj. Price/SF:   $0.92
   
   Financing:         All cash to seller.
   
   Verified By:       Jim Horne, MAI
   
   Comp_Code:         1296
   
COMMENTS:             This 10 acre site is located adjacent to a regional mall
                      (Singing River) and it has been on the market for 10 years
                      (since the mall was built). There was an over-building of
                      shipping centers in the area around the mall and demand
                      for vacant space was low. This tract of land has been
                      cleared and filled, which is important since


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 55
<PAGE>

                                                     Land Sale Comparable No. 3:
- --------------------------------------------------------------------------------

                      the surrounding lands are 404 wetlands and they cannot be
                      developed. The site will be used for a building supply
                      store.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 56
<PAGE>

                                 LAND SALES MAP

                                [GRAPHIC OMITTED]


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 57
<PAGE>

                            SINGING RIVER MALL SALES

                                [GRAPHIC OMITTED]


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 58
<PAGE>

                                         COST APPROACH - LAND VALUATION ANALYSIS
================================================================================

Comparable Land Sales Summary

- --------------------------------------------------------------------------------
                       Subject         Sale #1         Sale #2         Sale #3
- --------------------------------------------------------------------------------
Sale Date              Current        01/11/96        03/05/96        08/21/92
- --------------------------------------------------------------------------------
Size/Acres               13.20            4.83            8.18           10.00
- --------------------------------------------------------------------------------
Zoning                    C-1A      Commercial      Commercial      Commercial
- --------------------------------------------------------------------------------
SP/SF                      N/A           $0.95           $1.26           $0.92
- --------------------------------------------------------------------------------

Introduction

      A search for comparable land sales within the subject neighborhood and
competitive locales was conducted by the appraiser. The appraiser consulted with
local real estate agents knowledgeable of the subject market and researched
public records for pertinent information. The sales used herein represent the
most comparable data available at the time of the report. Adjustments to these
land prices for market financ- ing, market conditions (time), location, physical
characteristics (functional utility) and size, as they relate to the subject
property, are made accordingly.

      The Pascagoula area has limited comparable land sales in the subject
neighborhood because of limited availability of vacant land. Recent development
in the area has been in the form of renovation of older shopping centers.
Therefore, the search for land sales was expanded to the Singing River Mall
area, which is a generally similar retail type area as the subject location.

      Following is a discussion of the major factors which influence the value
of the subject site. It should be noted that financing, conditions of sale and
time adjustments are made first to each of the comparables in order to reflect
authentic and current pricing trends. The net percentage of the remaining
adjustments for location, physical characteristics (utility) and size is then
applied to the "time adjusted" sales price to reflect the indicated value of the
subject.

Unit of Comparison:                         SP/SF; sales price per square foot
       Analysis:                            Discussions with brokers and
                                            developers in the subject market
                                            indicated that this is the basic
                                            unit of comparison from which they
                                            make their acquisition decisions for
                                            land similar to the subject.

Financing:                                  The transactions are either all cash
                                            transactions or are considered to
                                            represent typical market financing
                                            and do not require an adjustment for
                                            non-market financing. As such, no
                                            adjustments are made for factors
                                            relating to financing.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 59
<PAGE>

                                                Land Valuation Analysis, Cont'd.
- --------------------------------------------------------------------------------

Conditions of Sale:                         All of the comparable sales are
                                            considered to have typical
                                            conditions of sale, therefore no
                                            adjustments were made.

Market Conditions:
       Description:                         This adjustment, often referred to
                                            as the "time adjustment", reflects
                                            the direction of change in the
                                            market from the sale date of the
                                            comparable to the valuation date of
                                            the subject property.

       Analysis:                            The adjustment to Sale No. 3
                                            reflects inferior market conditions
                                            at the time related to the local
                                            economic recession. The adjustment
                                            to the sale indicates that the
                                            market has improved since 1992.

Location:
       Description:                         Locational features include
                                            visibility, access and proximity to
                                            other quality development.

       Analysis:                            All of the sales are located in a
                                            similar neighboring community. Sale
                                            No. 1 is adjusted for it's weaker
                                            location, further away from the
                                            Singing River Mall. Sale No. 2 is
                                            the most similar to the subject in
                                            location with no adjustment is
                                            required.

Physical Characteristics

      The analysis of physical attributes considers shape, frontage, topography,
zoning and the availability of public utilities. Only those physical
characteristics which impact the sales price of the comparable relative to the
subject will be addressed. The physical elements of the sales as they relate to
the subject are addressed as follows.

       Shape
           Description:                     The shape of a site will determine
                                            its adaptability to possible uses.
                                            Some configurations may restrict
                                            structural design or limit the
                                            buildable/usable area of the parcel.
                                            A site must have adequate depth to
                                            accommodate the layout of the
                                            improvements, but should not be
                                            excessive in relation to the
                                            parcel's frontage and size.

           Analysis:                        All of the comparable sales have a
                                            shape adequate for their intended
                                            use. As such, no adjustments are
                                            deemed appropriate for the
                                            comparables.

       Frontage:
           Description:                     The amount of street frontage is
                                            important to commercial properties
                                            and, in particular, retail
                                            properties.

           Analysis:                        All of the comparable sales have a
                                            frontage adequate for their intended
                                            use. As such, no


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 60
<PAGE>

                                                Land Valuation Analysis, Cont'd.
- --------------------------------------------------------------------------------

                                            adjustments are deemed appropriate
                                            for the comparables.

       Topography:
           Description:                     The topography of a site can
                                            significantly impact the costs of
                                            development. Consideration must be
                                            given to the contour, grade and
                                            drainage of the sale tracts in
                                            relation to the appraised property.

           Analysis:                        The subject tract has a level
                                            topography. All of the comparable
                                            sales were considered to have
                                            similar topographical
                                            characteristics at the time of sale.
                                            Thus, no adjustments for topography
                                            are deemed necessary to the sales.

       Zoning:
           Description:                     Zoning is often the most basic
                                            criteria in selecting comparables.
                                            Sites zoned the same as the subject
                                            property are the most appropriate
                                            comparables. When sufficient sales
                                            in the same zoning category are not
                                            available, data from similar
                                            categories may be used after
                                            adjustments have been made. These
                                            adjustments are based on the
                                            allowable uses, permitted density
                                            and restrictions within the
                                            ordinance in comparison to the
                                            subject.

           Analysis:                        All of the sales utilized in this
                                            land valuation have the same or
                                            comparable zoning designation as the
                                            subject. Thus, no adjustments for
                                            zoning are deemed necessary to the
                                            sales.

       Utilities:
           Description:                     The availability and proximity to
                                            public utilities (water, sewer,
                                            electricity, gas and telephone) is
                                            an important attribute to the
                                            development of any property. This
                                            adjustment reflects the difference
                                            in sales price caused by the
                                            distance and capacity of utility
                                            services to the comparable sites and
                                            also considers the cost of bringing
                                            utilities to the tract.

           Analysis:                        All utilities were available to the
                                            comparable sites at the time of
                                            their sale, as they are to the
                                            subject. No adjustment is made for
                                            factors associated with utilities.

       Size:
           Description:                     Most types of development have an
                                            optimal site size. If a site is
                                            larger than optimal, the value of
                                            the excess land tends to decline at
                                            an accelerating rate. As a result,
                                            larger tracts of land typically sell


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 61
<PAGE>

                                                Land Valuation Analysis, Cont'd.
- --------------------------------------------------------------------------------

                                            for less per unit of comparison than
                                            smaller parcels, all other factors
                                            being equal.

           Analysis:                        The subject land contains 13.200
                                            acres of land. The comparable sales
                                            have land sizes ranging from 4.83 to
                                            10.00 acres. Thus, no adjustments
                                            for size are deemed necessary to the
                                            sales.

      On the following page is an adjustment grid of the comparable sales
utilizing the adjustments noted in the previous analysis.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 62
<PAGE>

                      Comparable Land Sales Adjustment Grid

<TABLE>
<CAPTION>
                         Subject            Sale #1           Sale #2            Sale #3
                                      --------------------------------------------------------
<S>                  <C>                     <C>               <C>                <C>  
Sale Price                                   $0.95             $1.26              $0.92
                                      --------------------------------------------------------
Elements of Comparison
                                      --------------------------------------------------------
Date of Sale                               01/11/96           03/05/96          08/21/92
                                      --------------------------------------------------------
    Comparison                              Similar           Similar           Inferior
                                      --------------------------------------------------------
    Adjustment                                0%                 0%                30%
                                      --------------------------------------------------------

                                      --------------------------------------------------------
Adjusted Price                               $0.95             $1.26              $1.20
                   ---------------------------------------------------------------------------
Location                   Good             Average             Good              Good
                   ---------------------------------------------------------------------------
     Comparison                            Inferior           Similar            Similar
                                      --------------------------------------------------------
     Adjustment                               30%                0%                0%
                   ---------------------------------------------------------------------------
Shape                Semi-rectangular     Rectangular       Rectangular     Semi-Rectangular
                   ---------------------------------------------------------------------------
     Comparison                             Similar           Similar            Similar
                                      --------------------------------------------------------
     Adjustment                               0%                 0%                0%
                   ---------------------------------------------------------------------------
Frontage                   Good              Good               Good              Good
                   ---------------------------------------------------------------------------
     Comparison                             Similar           Similar            Similar
                                      --------------------------------------------------------
     Adjustment                               0%                 0%                0%
                   ---------------------------------------------------------------------------
Topography                level              Level             Level              Level
                   ---------------------------------------------------------------------------
     Comparison                             Similar           Similar            Similar
                                      --------------------------------------------------------
     Adjustment                               0%                 0%                0%
                   ---------------------------------------------------------------------------
Zoning                     C-1A           Commercial         Commercial        Commercial
                   ---------------------------------------------------------------------------
     Comparison                             Similar           Similar            Similar
                                      --------------------------------------------------------
     Adjustment                               0%                 0%                0%
                   ---------------------------------------------------------------------------
Utilities             All Available      All available     All available      All available
                   ---------------------------------------------------------------------------
     Comparison                             Similar           Similar            Similar
                                      --------------------------------------------------------
     Adjustment                               0%                 0%                0%
                   ---------------------------------------------------------------------------
Size/Acres                13.20              4.83               8.18              10.00
                   ---------------------------------------------------------------------------
     Comparison                             Similar           Similar            Similar
                                      --------------------------------------------------------
     Adjustment                               0%                 0%                0%
                   ---------------------------------------------------------------------------
Other                      N/A
                   ---------------------------------------------------------------------------
     Comparison                             Similar           Similar            Similar
                                      --------------------------------------------------------
     Adjustment                               0%                 0%                0%
                                      --------------------------------------------------------
Net Adjustment                                30%                0%                0%
                                      --------------------------------------------------------
Final Adjustment Sale Price                  $1.24             $1.26              $1.20
                                      --------------------------------------------------------
</TABLE>


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 63
<PAGE>

                                                Land Valuation Analysis, Cont'd.
- --------------------------------------------------------------------------------

Reconciliation

      The sales prices ranged from $0.92 to $1.26 per square foot before the
adjustment process. The indicated value of the subject property ranged between
$1.20 and $1.26 per square foot after the analysis. The adjusted value range is
considered very narrow and provides consistent and reliable data from which to
estimate the subject's land value. The most weight is placed on Sale No. 2
because it had no adjustments. In the final analysis, the subject's land value
was based on the mid-point of the range of sales.

      Based on this analysis, a value of $1.25/SF is considered highly
supportable. Thus, the market value of the fee simple interest in the subject
parcel as if vacant, contingent to the assumptions and limiting conditions
stated herein, as of August 18, 1997 is calculated below:

                               Land Value Estimate

                Land Size (SF)                       574,992
                Estimated Value/SF      x              $1.25
                                                    --------
                Estimated Value                     $718,740
                Rounded                             $720,000
                

- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 64
<PAGE>

                                                                   COST APPROACH
================================================================================

Introduction

      The principle of substitution is basic to the Cost Approach. The principle
affirms that no prudent investor would pay more for a property than the amount
for which the site can be acquired and for which improvements that have equal
desirability and utility can be constructed without undue delay. An indication
of value may be produced by adding the depreciated value of the improvements to
the land value estimated by market (direct sales) comparison. The depreciated
value of the improvements is determined by first estimating the reproduction or
replacement cost new and subtracting depreciation from all causes, if any.

      In providing complete building cost estimates, an appraiser must consider
direct (hard) costs, and indirect (soft) costs. Both types of costs are
essential for a reliable reproduction or replacement cost estimate. In addition,
any entrepreneurial profit likely to be realized from the building project must
be estimated.

Cost Data

       Source:           Marshal Valuation Service Manual - calculator cost
                         --------------------------------

      About the Source: This publication is a widely accepted cost data source
in the appraisal industry. The cost data presented in this manual are based on
years of valuation experience, thousands of appraisals and continual analysis of
the costs of new buildings. This publication has been recognized as an authority
in the appraisal field for over fifty years.

      Costs Included In Source: The base calculator costs depicted in the
Marshal Valuation Service Manual include the following:

      1.    Architects's and engineer's fees;

      2.    Normal interest on only the building improvement funds during the
            period of construction and processing fee or service charge;

      3.    Sales taxes on materials;

      4.    Normal site preparation including finish, grading and excavation for
            foundation and backfill;

      5.    Utilities from structure to lot line figured for typical setback;

      6.    Contractor's overhead and profit including job supervision,
            workmen's compensation, fire and liability insurance, unemployment
            insurance, equipment, temporary facilities, security, etc.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 65
<PAGE>

                                                          Cost Approach, cont'd.
- --------------------------------------------------------------------------------

      Costs Not Included In Source: The base calculator costs depicted in the
Marshal Valuation Service Manual do not include the following:

      1.    Costs of buying or assembling land such as escrow fees, legal fees,
            property taxes, right of way costs, demolition, storm drains, or
            rough grading, are considered costs of doing business or land
            improvement costs.

      2.    Pilings or hillside foundations;

      3.    Interest or taxes on the land;

      4.    Feasibility studies, appraisal or consulting fees, etc.;

      5.    Discounts or bonuses paid for financing, project bond issues,
            development overhead or fixture and equipment purchases, etc.;

      6.    Yard improvements including signs, landscaping, paving, walls, yard
            lighting, pools or other recreation facilities;

      7.    Off site costs including roads, utilities, park fees, jurisdictional
            hook-up, tap, impact or entitlement fees and assessments, etc.;

      8.    Marketing costs to create first occupancy including model or
            advertising expenses, leasing or broker's commissions or temporary
            operation of property owners associations.

Subject's Marshall Valuation Cost Data

      Summary of Subject General Building Characteristics:
           Property Type:                   Community shopping center
           Structure:                       Masonry
           No. of Stories:                  1
           Gross Building Area:             130,353 SF

      Classification                        Class C Community Center
      
      Type (Quality)                        Average
      
      Region/Climate                        Central/Moderate
      
      Page Reference                        Section 13, Page 28
      
      Page Reference Date                   September 1995
      
      Current Multiplier Page Date          August 1997
      
      Local Multiplier Page Date            July 1997
      
      Cost Method                           Calculator; therefore, replacement 
                                            cost

      The reader is directed to the base cost and adjustments presented on the
following page.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 66
<PAGE>

                                                          Cost Approach, cont'd.
- --------------------------------------------------------------------------------

       MVS Base Cost & Adjustments

             =============================================================
             1   Base Square Foot Cost                            $48.50
             -------------------------------------------------------------
             2          Square Foot Refinements
             -------------------------------------------------------------
             3   Heating Cooling, ventilation                      $0.00
             -------------------------------------------------------------
             4   Elevator                                          $0.00
             -------------------------------------------------------------
             5   Miscellaneous                                     $1.50
                                                                   -----
             -------------------------------------------------------------
             6     Total SF Refinements                           $50.00
             -------------------------------------------------------------
             
             
                        Height & Size Refinements
             -------------------------------------------------------------
             7   Number of Stories Multiplier                       1.00
             -------------------------------------------------------------
             8   Height per story multiplier                        1.04
             -------------------------------------------------------------
             9   Floor area-perimeter multiplier                    0.81
                                                                    ----
             -------------------------------------------------------------
             10    Combined multipliers (7x8x9)                     0.84
             -------------------------------------------------------------
             
             
                        Final Calculations
             -------------------------------------------------------------
             11  Refined SF Cost (Line 6x10)                      $42.20
             -------------------------------------------------------------
             12  Current cost multiplier                            1.05
             -------------------------------------------------------------
             13  Local multiplier                                   0.89
                                                                    ----
             -------------------------------------------------------------
             14  Final SF Cost (Line 11x12x13)                    $39.44
             =============================================================

       Site Improvements
         & Other Hard Costs:                Site improvement cost and other hard
                                            costs related to the improvements
                                            must be added to the base structural
                                            cost estimate. The reader is
                                            directed to the Cost Summary exhibit
                                            at the end of this report section
                                            for a summary of these costs.

       Indirect Costs:                      Indirect costs not included in the
                                            Marshall Valuation base costs
                                            include loan interest on land,
                                            lease-up costs and professional
                                            fees. Calculations for the loan
                                            interest on land and lease-up costs
                                            are presented below.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 67
<PAGE>

                                                          Cost Approach, cont'd.
- --------------------------------------------------------------------------------

  Land Loan Interest Calculations:

          Land Value Estimate                                  $720,000

          Construction Interest Rate                x             9.00%
                                                                       
          Construction Period (Years)               x              0.75
                                                               --------
            Land Interest                           =           $48,600
          
  Lease-up Cost Calculations:
          
          Commissions
          
            Market Rent/SF                                        $6.84
                                                                       
            Net Rentable Area (SF)                   x          122,360
                                                                       
            Commissions %                            x            6.00%
                                                                       
            Average years of leases                  x             5.00
                                                               --------
          Commission Cost, Rounded                   =         $251,000
                                                                       
          Plus: Other (marketing, etc.)              +                0
                                                               --------
          Total Lease-up Costs                       =         $251,000

  Total Replacement Cost New
   (Improvements, Profit & Land):  $8,485,000

Analysis of Depreciation

Introduction - Accrued Depreciation

      Accrued depreciation is a loss in value from the reproduction or
replacement cost of improvements due to any cause as of the date of appraisal.
The value difference may emanate from physical deterioration, functional
obsolescence, external obsolescence, or any combination of these sources. A
description of each of these forms of depreciation as they apply to the
appraised property is detailed as follows:

Physical Deterioration

      Physical deterioration is the result of wear, tear and weathering. This
form of depreciation can be divided into two categories - curable and incurable.

      Physical Curable:
          Description:                      Refers to items of deferred
                                            maintenance which are in need of
                                            repair on the date of the appraisal
                                            in order to restore occupancy or
                                            marketability. Deferred maintenance
                                            includes minor refurbishing of
                                            painted, tiled or carpeted surfaces.
                                            It also includes deferred repairs of
                                            mechanical systems,


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 68
<PAGE>

                                                          Cost Approach, cont'd.
- --------------------------------------------------------------------------------

                                            the building exterior roof cover and
                                            the parking areas.

           Subject Analysis:                Newly renovated property; no
                                            deferred maintenance.

       Physical Incurable:
           Description:                     Involves an estimate of
                                            deterioration that is not practical
                                            or currently feasible to correct. It
                                            pertains to structural elements that
                                            were not listed in the physically
                                            curable category. Generally,
                                            incurable physical deterioration is
                                            a product of the aging of major
                                            structural components such as the
                                            foundation, framing, walls,
                                            plumbing, electrical, mechanical and
                                            roof systems. In order to estimate
                                            the depreciation charged for this
                                            category, the physical age-life
                                            method is applied to the current
                                            reproduction or replacement cost of
                                            the entire structure less the
                                            components treated as curable.

           Subject Analysis:                The reader is directed to the
                                            Description of Improvements Analysis
                                            for the analysis of effective age
                                            and economic life. Employing the
                                            physical age-life (straight line)
                                            method of estimating physical
                                            incurable deterioration, the
                                            calculations are made as follows:


                                   Physical Incurable Calculations
                             
                                      Actual Age                              27
                                                                                
                                      Effective Age                            5
                                                                      ----------
                                      Divide by Economic Life                 50
                                                                                
                                      Incurable Physical %                10.00%
                                                                                
                                      Remaining Economic Life                 45
                                                                                
                                                                                
                                                                                
                                    Calculations:                               
                                                                                
                                      Replacement Cost New            $7,764,537
                                                                                
                                      Less Physical Curable                    0
                                                                      ----------
                                      Subtotal                        $7,764,537
                                                                                
                                      Incurable Physical %                   10%
                                                                      ----------
                                      Incurable Physical Estimate       $776,454


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 69
<PAGE>

                                                          Cost Approach, cont'd.
- --------------------------------------------------------------------------------

Functional Obsolescence

      This is the adverse effect on value resulting from defects in design. It
can also be caused by changes that, over time, have made some aspect of a
structure, material or design obsolete by current standards. Functional
obsolescence is generally attributable to deficiencies or superadequacies
inherent in the improvements and the defect may be curable or incurable.

       Functional Curable
           Description:                     To be curable, the cost of replacing
                                            the outmoded or unacceptable aspect
                                            must be at least offset by the
                                            anticipated increase in value. The
                                            measure of curable functional
                                            obsolescence is the cost to effect
                                            the cure.

           Subject Analysis:                The physical inspection of the
                                            subject indicated the property has
                                            no functional curable obsolescence.

       Functional Incurable
           Description:                     Involves an estimate of obsolescence
                                            that is not practical or currently
                                            feasible to correct. It pertains to
                                            structural elements that were not
                                            listed in the functional curable
                                            category. Capitalization of the net
                                            income loss is the commonly accepted
                                            approach to the measurement of
                                            incurable functional obsolescence.

           Subject Analysis:                The inspection of the subject
                                            property and a review of the plans
                                            provided indicate that the one-
                                            story design of the subject
                                            improvements is functional. However,
                                            the warehouse space in this shopping
                                            center is functional incurable
                                            obsolescence. This obsolescence is
                                            addressed by recognized as a
                                            deduction in the Special Tenant
                                            Improvements section of the Cost
                                            Approach Summary by deducting the
                                            approximate difference in retail
                                            space development cost and warehouse
                                            development cost.

External Obsolescence

      External obsolescence, which is the result of the diminished utility of a
structure due to negative influences from outside the site, is always incurable.
It can be caused by a variety of factors - neighborhood decline, the property's
location in a community, or market conditions. Only the portion of the loss that
is applicable to the improvements is deducted from the current replacement cost
since the effect of external influences on land value is calculated in the land
valuation. In the absence of comparable sales subject to the same negative
influence, the best method of measuring


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 70
<PAGE>

                                                          Cost Approach, cont'd.
- --------------------------------------------------------------------------------

external obsolescence is by capitalization of the rent loss or discounting of
the rent loss over the affected time period.

       Subject Analysis:                    The subject has good access and
                                            conforms to surrounding development.
                                            Considering the general market rent
                                            levels and high occupancy of the
                                            neighborhood retail centers, no
                                            external obsolescence exits.

Accrued Depreciation Summary

                                        Physical Curable                      $0
                                        
                                        Physical Incurable              $776,454
                                        
                                        Functional Curable                    $0
                                        
                                        Functional Incurable                  $0
                                        
                                        External                              $0
                                                                        --------
                                          Total Accrued Depreciation    $776,454


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 71
<PAGE>

COST APPROACH SUMMARY
================================================================================

================================================================================
Direct Costs                                                  Marshall Valuation
                                                              Cost Estimates
                                                              ------------------

Structural Improvements
     Property Size 130,353 SF @ $39.44 /SF  =                        $5,140,710

Special Tenant Improvements*
Winn-Dixie #573     47,300 SF @ $15.00 /SF  =                          $709,500
Harco               10,125 SF @ $10.00 /SF  =                          $101,250
Goody's             27,435 SF @ $10.00 /SF  =                          $274,350
Warehouse            8,600 SF @($20.00)/SF  =                         ($172,000)

Site Improvements
Asphalt Paving     400,000 SF @ $1.50 /SF   =    $600,000
Fence                   20 LF @ $13.00 /LF  =         260
Signage & Lighting:                                15,000
Landscaping:                                       20,000
Site Preparation                                        0
Traffic Light Installation:                             0
Additional Fees & Permits                          20,000
                                                   ------
                 Subtotal Site Improvements:                            655,260
                                                                     ----------
                 Total Direct Costs:                                 $6,709,070

Indirect Costs
                 Land Loan Interest:              $48,600
                 Lease-Up Costs:                  251,000
                 Professional Fees:                50,000
                                                   ------
                   Total Indirect Costs:                               $349,600
                                                                     ----------
Total Direct and Indirect Costs:                                     $7,058,670

Entrepreneurial Profit as % of Direct/Indirect Costs,Rd.    10%         705,867
                                                                     ----------
Total Cost New of Improvements and Profit:                           $7,764,537

Less: Accrued Depreciation                                             (776,454)
                                                                     ----------
Depreciated Cost of Improvements:                                    $6,988,083

Plus: Estimated Land Value by Market Comparison:                        720,000
                                                                     ----------
Value Indicated by the Cost Approach:                                $7,708,083

                 Stabilized Value Estimate, Rounded                  $7,710,000
                 Less: Lease-Up Costs to Stabilization                        0
                                                                              -
                 Cost Approach As Is Value Estimate:                 $7,710,000

*  Note: Special Tenant Improvements reflects hard cost above $35.00/SF base
   hard cost of shell. Initial structural cost from Marshall Swill includes
   some indirect costs.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 72
<PAGE>

                                                       SALES COMPARISON APPROACH
================================================================================

Introduction

      The application of this approach produces an estimate of value by
comparing the subject with properties which recently sold or which are currently
offered for sale in the same or competing areas. This approach is most viable
when an adequate number of properties of similar type have been sold recently.
The sales comparison approach is essential to almost every appraisal of real
property.

      In applying the sales comparison approach, the appraiser must complete
five steps:

      1.    Seeks out similar properties for which pertinent sales, listings,
            offerings, and/or rental data are available.

      2.    Ascertains the nature of the conditions of sale, including the
            price, terms, motivating forces, and its bona fide nature.

      3.    Analyzes each of the comparable properties' important attributes
            with the corresponding ones of the property being appraised, under
            the general divisions of conditions of sale, financing terms, market
            conditions (time), location, physical characteristics and income
            characteristics.

      4.    Considers the dissimilarities in the characteristics disclosed in
            Step 3, in terms of their probable effect on the sale price.

      5.    Formulates, in light of the comparison thus made, an opinion of the
            relative value of the subject property as a whole, or where
            appropriate, by applicable units, compared with each of the similar
            properties.

      After completing the necessary research, the property sales on the
following pages are considered the most comparable available transactions for
analysis and comparison with the subject.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 73
<PAGE>

                                              Sales Comparison Approach, cont'd.
- --------------------------------------------------------------------------------


                                                  Comparable Improved Sales Data
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 74
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 1:
- --------------------------------------------------------------------------------

PROJECT DATA

     Comp_Code:  220

  Project Name:  Southland Plaza Shopping Center

      Location:  Hwy. 31 South, Decatur, AL

        County:  Morgan

       Grantor:  JMC Properties, Inc.

       Grantee:  JDN Realty

PROPERTY DATA

 Net Rentable Area (SF):  123,031

              Land Size:  11.00 Acres

    Land/Building Ratio:  4:1

             Year Built:  1970 & 1996

              Occupancy:  97%

           Construction:  1-story masonry with brick veneer

              Condition:  Good

         Anchor Tenants:  Food World (41.6%)

Date of Sale:    02/01/97            Book/Page:     1643 / 0569



Map(s):           52-03-09-32            2

Parcel(s):        00-004

TRANSACTION DATA

Actual Consideration:   $6,800,000         Cash Equivalent:  $6,800,000

Financing:              All cash to seller

First Mortgage:         $0

Other Mortgages:        $0

Total Mortgages:        $0                   Actual Equity:  $6,800,000

Verified By:            Laurie Ferris (615-292-5288)


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 75
<PAGE>

                                    Retail Center Sale Comparable No. 1, cont'd.
- --------------------------------------------------------------------------------

        OPERATING DATA:                 Total $         Per SF        % of GAI

   Gross Annual Income:               $ 898,970         $ 7.31         100.00%
                                                                     
          Less Vacancy:               ($ 28,000)        ($0.23)         -3.11%
                                      ---------         ------         ------ 
Effective Gross Income:               $ 870,970         $ 7.08          96.89%
                                                                     
         Less Expenses:               ($144,336)        ($1.17)        -16.06%
                                      ---------         ------         ------ 
  Net Operating Income:               $ 726,634         $ 5.91          80.83%
                                                                     
          Debt Service:                     N/A         $ 0.00           0.00%
                                      ---------         ------         ------ 
             Cash Flow:               $ 726,634         $ 5.91          80.83%


      UNITS OF COMPARISON              Actual
      
                     GIM:                7.56
      
           Effective GIM:                7.81
      
            Overall Rate:               10.69%
      
         Equity Dividend:               10.69%
      
      Sales Price Per SF:              $55.27

COMMENTS:   The Food World anchor building was recently completed in 1996. At
            the time of sale only 2,700 SF of local shop space was vacant. The
            Food World Grocery Store has 51,207 SF. Two of the other small
            tenants are Movie Galley & the state liquor store. The buyers
            expenses are based on taxes of $0.41/SF, insurance of $0.08/SF, CAM
            of $0.30/SF, Reserves of $0.10/SF and a management fee of 4%. The
            vacancy is based on 5% of local shop space. The gross annual income
            includes expense recovery income.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 76
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 2:
- --------------------------------------------------------------------------------

PROJECT DATA

     Comp_Code:  219

  Project Name:  Pine Valley Shopping Center

      Location:  3600 South College Road, Wilmington, NC

        County:  New Hanover

       Grantor:  Prime Properties Ventures, LLC

       Grantee:  Pine Valley Commercial Center Number One


PROPERTY DATA

 Net Rentable Area (SF):  60,000

              Land Size:  5.38

    Land/Building Ratio:  3.9:1

             Year Built:  1990

              Occupancy:  100%

           Construction:  1-story masonry with stucco cover

              Condition:  Good

         Anchor Tenants:  Food Lion and Revco (71%)

Date of Sale:    04/28/96            Book/Page:   2024 / 927

Map(s):           N/A

Parcel(s):        N/A


TRANSACTION DATA

Actual Consideration:   $4,400,000         Cash Equivalent:  $4,400,000

Financing:              All cash to seller.

First Mortgage:         $0

Other Mortgages:        $0

Total Mortgages:        $0                   Actual Equity:  $4,400,000

Verified By:            Phil Krauss


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 77
<PAGE>

                                    Retail Center Sale Comparable No. 2, cont'd.
- --------------------------------------------------------------------------------

        OPERATING DATA:                 Total $         Per SF        % of GAI

   Gross Annual Income:               $ 478,952         $ 7.98         100.00%

          Less Vacancy:               ($ 14,369)        ($0.24)         -3.00%
                                      ---------         ------         ------ 
Effective Gross Income:               $ 464,583         $ 7.74          97.00% 
                                                                               
         Less Expenses:               ($ 24,583)        ($0.41)         -5.13% 
                                      ---------         ------         ------  
  Net Operating Income:               $ 440,000         $ 7.33          91.87% 

          Debt Service:               $       0         $ 0.00           0.00% 
                                      ---------         ------         ------  
             Cash Flow:               $ 440,000     $ 7.33      91.87% Actual  
                                      
      UNITS OF COMPARISON               Actual
                                      
                     GIM:                9.19 
                                              
           Effective GIM:                9.47 
                                              
            Overall Rate:               10.00%
                                              
         Equity Dividend:               10.00%
                                              
      Sales Price Per SF:              $73.33 

COMMENTS:   This neighborhood center is in a good location in a growth corridor
            south of Wilmington. The buyer indicated that approximately 85% of
            the cash flow was derived from a credit tenant base. The buyer also
            indicated that the center was purchased on a 10% overall
            capitalization rate. The appraisers only had access to the NOI.
            Therefore, the appraisers have estimated the gross income, vacancy
            and expenses.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 78
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 3:
- --------------------------------------------------------------------------------

PROJECT DATA

     Comp_Code:  204

  Project Name:  North Nixson Marketplace Shopping Center

      Location:  Hixson Place and Camp Columbus Road, Chattanooga, TN

        County:  Hamilton

       Grantor:  North Nixson, LLC

       Grantee:  Amberjack, Ltd.

PROPERTY DATA

 Net Rentable Area (SF):  63,270

              Land Size:  9.24 acres

    Land/Building Ratio:  6.4:1

             Year Built:  1995

              Occupancy:  96%

           Construction:  1-story with split face block

              Condition:  Good

         Anchor Tenants:  Winn Dixie & Big "B" Drugs (83%)

Date of Sale:    03/15/96            Book/Page:   N / A

Map(s):           N/A

Parcel(s):        N/A

TRANSACTION DATA

Actual Consideration:   $4,760,000         Cash Equivalent:  $4,760,000

Financing:              All cash to seller.

First Mortgage:         $0

Other Mortgages:        $0

Total Mortgages:        $0                   Actual Equity:  $4,760,000

Verified By:            Dick Schmalz (205-871-23617)


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 79
<PAGE>

                                    Retail Center Sale Comparable No. 3, cont'd.
- --------------------------------------------------------------------------------

        OPERATING DATA:                 Total $         Per SF        % of GAI

   Gross Annual Income:               $ 623,083       $  9.85          100.00%
                                                                     
          Less Vacancy:               ($ 13,057)      ($ 0.21)          -2.10%
                                      ---------       -------         -------
Effective Gross Income:               $ 610,026       $  9.64           97.90%
                                                                     
         Less Expenses:               ($127,697)      ($ 2.02)         -20.49%
                                      ---------       -------         -------
  Net Operating Income:               $ 482,329       $  7.62           77.41%
                                                                     
          Debt Service:               $       0       $  0.00            0.00%
                                      ---------       -------         -------
             Cash Flow:               $ 482,329       $  7.62           77.41%


UNITS OF COMPARISON                    Actual

               GIM:                     7.64
                                   
     Effective GIM:                     7.80
                                   
      Overall Rate:                    10.13%
                                   
   Equity Dividend:                    10.13%
                                   
Sales Price Per SF:                   $75.23

COMMENTS:   This is a one-story neighborhood shopping center with split-face
            conc. block exterior walls and synthetic stucco on a steel stud
            canopy. Other tenants are Movie Gallery and Sally's Beauty Salon.
            Tenant expenses are CAM, taxes and insurance. At the time of sale,
            there were two vacant local shops containing 2,400 SF. Expense
            contributions included in potential gross income and local vacancy.
            The vacancy is based on 10% of local shop income plus expense
            contributions. The expenses are based on 4% management, excluding
            contributions, $1.59/SF for taxes, CAM and insurance plus $0.10/SF
            for reserves. The estimated expenses were consistent with Grantor's
            proforma. Average local shop space rent for leased space was
            $10.45/SF.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 80
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 4:
- --------------------------------------------------------------------------------

PROJECT DATA

     Comp_Code:  203

  Project Name:  Village at Moody Shopping Center

      Location:  NEC of IH-20 and US Highway 411, Moody, AL

        County:  St. Clair

       Grantor:  FS Partnership, Ltd.

       Grantee:  Birmingham Realty

PROPERTY DATA

 Net Rentable Area (SF):  60,800

              Land Size:  8.43 acres

    Land/Building Ratio:  6:1

             Year Built:  1995

              Occupancy:  Good

           Construction:  1-story masonry

              Condition:  100%

         Anchor Tenants:  Winn Dixie (72.4%)

Date of Sale:    02/14/96            Book/Page:  261 / 313

Map(s):           59-26-2-10-0-1

Parcel(s):        16.000

TRANSACTION DATA

Actual Consideration:   $4,485,000         Cash Equivalent:  $4,485,000

Financing:              Loan assumption.

First Mortgage:         $3,000,000

Other Mortgages:        $0

Total Mortgages:        $3,000,000           Actual Equity:  $1,485,000

Verified By:            Paul Spina (205-733-1131)


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 81
<PAGE>

                                    Retail Center Sale Comparable No. 4, cont'd.
- --------------------------------------------------------------------------------

        OPERATING DATA:                 Total $         Per SF        % of GAI

   Gross Annual Income:               $ 533,922       $  8.78         100.00%
                                                                    
          Less Vacancy:               ($  9,920)      ($ 0.16)         -1.86%
                                      ---------       -------         ------
Effective Gross Income:               $ 524,002       $  8.62          98.14%
                                                                    
         Less Expenses:               ($ 90,572)      ($ 1.49)        -16.96%
                                      ---------       -------         ------
  Net Operating Income:               $ 433,430       $  7.13          81.18%
                                                                    
          Debt Service:               $       0       $  0.00           0.00%
                                      ---------       -------         ------
             Cash Flow:               $ 433,430       $  7.13          81.18%

UNITS OF COMPARISON                   Actual

               GIM:                    8.40
                                
     Effective GIM:                    8.56
                                
      Overall Rate:                    9.66%
                                
   Equity Dividend:                     N/A
                                
Sales Price Per SF:                 $ 73.77

COMMENTS:   The in-line one-story masonry neighborhood shopping center has brick
            veneer on the front and sides. Concrete block covers the rear. At
            the time of sale, this center was less than one year old and did not
            have a complete year of operating history. Potential gross income
            includes contract rent plus estimated expense contributions. The
            expenses include a 4% management fee, taxes at $0.58/SF. This center
            is located at the northeast corner of IH-20 and US Highway 411 in
            Moody Alabama. This area is a rapidly growing commercial district in
            the Birmingham/Atlanta interstate corridor.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 82
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 5:
- --------------------------------------------------------------------------------


                                [PHOTO OMITTED]

PROJECT DATA

     Comp_Code:  221

  Project Name:  Oak Harbor Square

      Location:  200-214 E. Beach Blvd./ US-90, Long Beach, MS

        County:  Harrison

       Grantor:  Breslin Realty

       Grantee:  Realty Trust Group

PROPERTY DATA

 Net Rentable Area (SF):  129,000

              Land Size:  6.40 Acres

    Land/Building Ratio:  2.2:1

             Year Built:  1990

              Occupancy:  100%

           Construction:  Masonry

              Condition:  Good

         Anchor Tenants:  K-Mart & Sav-A-Center (95%)

Date of Sale:    09/19/96            Book/Page:  1348 / 391


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 83
<PAGE>

                                    Retail Center Sale Comparable No. 5, cont'd.
- --------------------------------------------------------------------------------

Map(s):           62G-01

Parcel(s):        001.003

TRANSACTION DATA

Actual Consideration:   $6,000,000         Cash Equivalent:  $6,000,000

Financing:              All cash to seller.

First Mortgage:         $0

Other Mortgages:        $0

Total Mortgages:        $0                   Actual Equity:  $6,000,000

Verified By:            Andy Weigel (760-341-3166) and
                        seller. seller.

        OPERATING DATA:                 Total $         Per SF        % of GAI

   Gross Annual Income:               $ 807,000       $  6.26          100.00%
                                                                     
          Less Vacancy:               ($  3,900)      ($ 0.03)          -0.48%
                                      ---------       -------         -------
Effective Gross Income:               $ 803,100       $  6.23           99.52%
                                                                     
         Less Expenses:               ($254,000)      ($ 1.97)         -31.47%
                                      ---------       -------         -------
  Net Operating Income:               $ 549,100       $  4.26           68.05%
                                                                     
          Debt Service:               $       0       $  0.00            0.00%
                                      ---------       -------         -------
             Cash Flow:               $ 549,100       $  4.26           68.05%

UNITS OF COMPARISON                    Actual

               GIM:                       7.43
                                   
     Effective GIM:                       7.47
                                   
      Overall Rate:                       9.15%
                                   
   Equity Dividend:                       9.15%
                                   
Sales Price Per SF:                    $ 46.51

COMMENTS:   This transaction was a 1031 exchange. Other tenants are Super Video
            and Fantastic Sam's. This property is located on the north side of
            US-90, which runs parallel with the beach. Immediately south of
            US-90 is a pleasure boat marina. The owner provided limited data
            regarding income expenses, therefore, the appraiser estimated some
            of the operating data. The gross annual income includes the expense
            recovery. The taxes, insurance and CAM are based on the buyer's
            proforma $1.61/SF. The expense also includes 4% management, $0.10/SF
            reserves and $0.01/SF for administration. Vacancy is based on 5% of
            local shop income.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 84
<PAGE>

                              COMPARABLE SALES MAP

                                [GRAPHIC OMITTED]


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 85
<PAGE>

                                            SALES COMPARISON APPROACH - ANALYSIS
================================================================================

Comparable Improved Sales Summary

<TABLE>
<CAPTION>
===============================================================================================================
Sale No.             Subject                1                2                3              4               5
- ---------------------------------------------------------------------------------------------------------------
<S>                  <C>              <C>               <C>             <C>             <C>            <C>    
Name/Address                        Southland      Pine Valley     North Nixson     Village at      Oak Harbor
                                    Plaza          Shopping        Marketplace      Moody           Square
                                    Shopping       Center,         Shopping         Shopping        Shopping
                                    Center,        Wilmington,     Center,          Center,         Center,
                                    Decatur, AL    NC              Chattanooga,     Moody, AL       Long Beach,
                                                                           TN                               MS
- ---------------------------------------------------------------------------------------------------------------
Sale Date            Current          02/01/97       04/28/96        03/15/96         02/14/96        09/19/96
- ---------------------------------------------------------------------------------------------------------------
Year Built              1970;     1970 & 1996            1990            1995            1995            1990
                   Renovated
                        1996
- ---------------------------------------------------------------------------------------------------------------
Occupancy                 91%              97%             100%             96%            100%            100%
- ---------------------------------------------------------------------------------------------------------------
Size(SF)             122,360          123,031           60,000          63,270          60,800         129,000
- ---------------------------------------------------------------------------------------------------------------
% Credit/ Anchor          69%              42%              71%             83%             72%             95%
- ---------------------------------------------------------------------------------------------------------------
SP/SF                    N/A           $55.27           $73.33          $75.23          $73.77          $46.51
- ---------------------------------------------------------------------------------------------------------------
NOI/SF                 $6.42            $5.91            $7.33           $7.62           $7.13           $4.26
- ---------------------------------------------------------------------------------------------------------------
GIM                      N/A             7.56             9.19            7.64            8.40            7.43
- ---------------------------------------------------------------------------------------------------------------
NOI/GPI                93.81%           80.83%           91.87%          77.41%          81.18%          68.05%
===============================================================================================================
</TABLE>

Note: All transaction data in the chart reflects cash equivalency and/or other
      adjustments applied in the comparable sale summary sheets.

Introduction

      A search for comparable sales within the subject neighborhood and
competitive locales was conducted by the appraiser. The appraiser consulted with
local real estate agents knowledgeable of the subject market and researched
public records for pertinent information. The sales used herein represent the
most comparable data available at the time of the report.

Comparison of Important Factors Affecting SP/SF

      All property characteristics of the comparable sales and the subject
      property have been analyzed by the appraisers. The following summarizes
      the comparison of primary factors of the comparable sales affecting value
      as compared to the subject.

Subject:
       Primary Negative Factors:       Warehouse area's effects on NOI/SF
       Primary Positive Factors:       General location along a major traffic
                                       artery; 1996 major renovation; absolute
                                       net nature of anchor tenant


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 86
<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
- --------------------------------------------------------------------------------

      Comment: The subject's percentage of anchor space is 81% excluding the
warehouse space as compared to the 69% including warehouse. The warehouse space
is recognized at significantly lower income potential as the retail space and a
higher vacancy is applied to non-anchor space to account for the higher vacancy
potential of the warehouse. Thus, considering the types of adjustments utilized
herein, the subject effectively has a higher economic percentage of anchor than
the 69% actual physical percentage.

Sale No. 1 - Southland Plaza Shopping Center, Decatur, AL:
       Inferior Factors
         Compared to Subject:      Lower percentage of anchor space
       Superior Factors
         Compared to Subject:      None
       Overall Comparison
         to Subject:               Inferior before adjustments and after

Sale No. 2 - Pine Valley Shopping Center, Wilmington, NC:
       Inferior Factors
         Compared to Subject:      None
       Superior Factors
         Compared to Subject:      Superior market
       Overall Comparison
         to Subject:               Superior before adjustment and similar after

Sale No. 3 - North Nixson Marketplace Shopping Center, Chattanooga, TN:
       Inferior Factors
         Compared to Subject:      None
       Superior Factors
         Compared to Subject:      Superior market
       Overall Comparison
         to Subject:               Superior before adjustment and similar after

Sale No. 4 - Village at Moody Shopping Center, Moody, AL:
       Inferior Factors
         Compared to Subject:      None
       Superior Factors
         Compared to Subject:      Slightly newer center
       Overall Comparison
         to Subject:               Superior before adjustment and similar after

Sale No. 5 - Oak Harbor Square Shopping Center, Long Beach, MS:
       Inferior Factors
         Compared to Subject:      None
       Superior Factors
         Compared to Subject:      Higher percentage of anchor space
       Overall Comparison
         to Subject:               Superior before adjustments and after

Most Comparable Sales:             Nos. 2, 3 and 4


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 87
<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
- --------------------------------------------------------------------------------

      Comment: Sale Nos. 2, 3 and 4 have the most similar income and risk
characteristics as the subject. This is primarily related to the percent of
anchor space and the risk associated with the anchors. Sale No. 5, which is
located along the Mississippi Gulf Coast, has a significantly superior anchor
percentage of 95%. Kmart has had financial difficulties due to competition from
stronger competitors and has undergone significant fiscal restructuring with the
closing of several hundred stores in 1995 and 1996; however, discussions with
brokers and investors indicate that Kmart is no longer considered a high risk
tenant because most store closings have been announced. Thus, despite its
proximity to the subject, the anchor is considered inferior to the subject. Sale
Nos. 3 and 4 both have Winn Dixie as anchor tenants. Thus, the adjusted price
per square foot range of Sale Nos. 2, 3 and 4 are most comparable to the subject
property and given most weight.

Sale Price Per Square Foot Method

Description:                                The Price Per Square Foot indicator
                                            is a general common denominator
                                            which encompasses all influences
                                            without specifically identifying
                                            their impact. It is most affected by
                                            location, size, age/condition, and
                                            existing leases at above or below
                                            market levels, if a rental property.
                                            This indicator is derived by
                                            dividing the sales price by the net
                                            rentable area.

NOI/SF Adjustment Technique:                A wide range produced by this method
                                            indicates that the comparable sales
                                            have varying income-producing
                                            capabilities attributable to
                                            differences in age, location, size
                                            and quality. In order to adjust for
                                            these differences, a multiplier is
                                            obtained by dividing the subject's
                                            NOI/SF by the NOI/SF of each
                                            comparable sale. The resulting
                                            multiplier is then applied to the
                                            sales price/SF of each comparable
                                            resulting in an indicated sale
                                            price/SF for the subject property.
                                            The following grid displays this
                                            technique.

NOI/SF Adjustment Analysis

Sale No.      NOI/SF       SP/SF              Multiplier           Adj. SP/SF
- --------      ------       -----              ----------           ----------

   5          $4.26        $46.51               1.5060               $70.04

   1          $5.91        $55.27               1.0855               $60.00

 Subj.        $6.42         ----                 ----                 ----

   4          $7.13        $73.77               0.8998               $66.38

   2          $7.33        $73.33               0.8752               $64.18

   3          $7.62        $75.23               0.8419               $63.34

                    Note:  Above chart is sorted based on ascending NOI/SF's.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 88
<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
- --------------------------------------------------------------------------------

      Comments/Analysis: Additional subjective adjustments may be required based
on unquantifiable factors not recognized in the NOI/SF adjustment. Examples are
investment grade compared to owner occupancy, quality of tenants, conditions of
sale and other intangible factors. Sale Nos. 2, 3 and 4 are the most similar to
the subject in income producing ability, tenant mix, and location. Based on the
adjusted sale price per square foot of the previously identified most comparable
sales and considering the sale requiring the least adjustment the indicated
market value per square foot range for the subject property is $63.50 to $66.00.
The calculations are presented as follows.

                            SP/SF Method Calculations

                                                             Value Est.,
             Size                   SP/SF Est.                Rounded
          
          122,360 SF        x        $63.50         =       $7,770,000
          
          122,360 SF        x        $66.00         =       $8,080,000
          

Gross Income Multiplier Method

Description:                                The Gross Income Multiplier
                                            illustrates the relationship between
                                            the sales price and the revenue
                                            stream of a property. Investments
                                            are often acquired on the basis of a
                                            multiple either of their current or
                                            potential income flow. Because this
                                            indicator is a good reflection of
                                            the motives of purchasers, it is
                                            considered to be a realistic
                                            assessment of market tendencies.

NOI/Gross Potential Income
  Ratio Comparison of GIM's:                GIM's are typically influenced by
                                            the relationship between the net
                                            operating income and gross potential
                                            income as measured by the net
                                            operating income to gross income
                                            ratio (NOI/GPI ratio). The sales
                                            with the most similar NOI/GPI ratios
                                            are typically considered to be the
                                            most comparable to the appraised
                                            property all other factors being
                                            equal. The following chart
                                            summarizes the comparison of the
                                            GIM's to the comparable sales'
                                            NOI/GPI ratio as well as comparing
                                            the NOI/GPI ratio of the comparable
                                            sales to the subject's NOI/GPI
                                            ratio.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 89
<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
- --------------------------------------------------------------------------------

                            NOI/GPI to GIM Comparison

                   Sale No.            NOI/GPI %            GIM
                   --------            ---------            ---
                      5                 68.05%             7.43
                      3                 77.41%             7.64
                      1                 80.83%             7.56
                      4                 81.18%             8.40
                      2                 91.87%             9.19
                    Subj.               93.81%             ----

                       Note: Above chart is sorted based on ascending NOI/GPI's.

      Comment/Analysis: Sale Nos. 1, 3, 4 and 5's NOI/GPI % reflects the
inclusion of the expense recovery in the gross income, which results in a lower
GIM and lower NOI/GPI % as compared to Sale No. 2 and the subject, which do not
include the expense recovery in the gross rental income. Based on the comparison
in the previous chart and considering the general characteristics of the
transactions as compared to the subject previously discussed, the subject's GIM
should be at or slightly above Sale No. 2, which since the subject's NOI/GPI %
is slightly higher. Thus, the GIM range estimated for the subject is 9.10x to
9.30x after considering the factors noted above. The calculations for this
method are presented below.

                                GIM Calculations

                                                           Value Est.,
                  Gross Inc.           GIM Est.              Rounded
            
                   $836,751     x        9.10         =     $7,610,000
            
                   $836,751     x        9.30         =     $7,780,000
            

      The reader should note that if the expense recovery income was included
for the subject (i.e., $926,138), the $7,530,000 to $7,740,000 values indicated
above equates to 8.13x to 8.35x GIM.

Sales Comparison Approach - Reconciliation

                             Summary of Value Ranges


            Method                     Value Range
                      ----------------------------------------------
            SP/SF:     $7,770,000          to           $8,080,000
            
            GIM:       $7,610,000          to           $7,780,000
            
      Comment/Analysis: The indicated value ranges are based upon the most
comparable sales. The indicated value ranges are relatively narrow and
supportive of each other. Given the absolute lease structure of the subject's
primary anchor, a value in the middle to upper middle of the overall range is
supported.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 90
<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
- --------------------------------------------------------------------------------

      The value ranges previously derived represent an as stabilized value range
for the subject property. The subject center is 94% economically leased,
excluding the warehouse space. Therefore, there are no deductions for the
prospective value upon completion.

                            Sales Comparison Approach
                              As Is Value Estimate

                  Current Stabilized Value             $7,800,000
                  Estimate
                  
                  Less: Deferred Maintenance                    0
                  
                  Less: Lease-Up Costs to
                  Stabilization                                 0
                                                                -
                  As Is Value Estimate                 $7,800,000
                                                       ==========
 
      As a result, the value estimate as indicated by the sale comparison
approach, is reconciled as follows.

Sales Comparison Approach Value Estimate:        $7,800,000

      Implied SP/SF:                                 $63.75

      Implied GIM:                                     9.32


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 91
<PAGE>

                                                  INCOME CAPITALIZATION APPROACH
================================================================================

Introduction

      The income capitalization approach is the procedure in appraisal analysis
which converts anticipated benefits (dollar income or amenities) to be derived
from the ownership of property into a value estimate. Anticipated future income
and/or reversions are discounted to a present worth figure through the
capitalization process.

      This approach, like the cost and sales comparison approaches, requires
extensive market research. Specific areas that an appraiser investigates for
this approach are the property's gross income expectancy, the expected reduction
in gross income from lack of full occupancy and collection loss, the expected
annual operating expenses, the pattern and duration of the property's income
stream, and the anticipated value of the resale of other real property interest
reversions. When accurate income and expense estimates are established, the
income streams are converted into present value by the process of
capitalization. The rates or factors used for capitalization are derived by the
investigation of acceptable rates of return for similar properties.

      The income capitalization approach is generally applied in appraising
income-producing properties. The quantity, quality and durability of the income
stream must be considered in estimating the economic rent of an income-producing
property.

      Quantity:         Rental comparables have been gathered from similar
                        properties to show current market rents.

      Quality:          This is a measure of the strength of the tenant that
                        could be expected to occupy the subject (i.e., AAA,
                        regional, local, etc.).

      Durability:       This is reflected in the vacancy of the area.

      In order to analyze contractual rentals of the subject and determine the
economic rent potential of the available space, a survey was conducted of
similar developments.

      The pages which follow will summarize the comparable rental data utilized
in the appraisal of the subject property. While this study does not include all
competitive space, it is useful in determining patterns of occupancy and
economic levels of rent.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 92
<PAGE>

                                         Income Capitalization Approach, cont'd.
- --------------------------------------------------------------------------------


                                                 Comparable Improved Rental Data
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 93
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 1:
- --------------------------------------------------------------------------------


                                 [PHOTO OMITTED]

PROJECT DATA

        Project Name:   Delchamps Plaza Shopping Center

            Location:   4101-4227 Denny Avenue/US-90, Pascagoula, MS

              County:   Jackson

PROPERTY DATA

                 Rentable Area (SF):   154,771

                         Year Built:   1996 renovation

                       Construction:   1-story masonry

                         Bay Depths:   60'

                     Anchor Tenants:   Delchamps, K&B Drugs and Wal-Mart*

RENTAL DATA

                     Quoted Rate/SF:   $10.00 to $12.00

                 Existing Rate Range

                     Anchor Tenants:   N/A

                         Spec Space:   N/A

                   Restaurant Space:   N/A


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 94
<PAGE>

                                           Retail Rent Comparable No. 1, cont'd.
- --------------------------------------------------------------------------------

LEASE TERMS

                        Lease Basis:   Triple-net

                 Typical Lease Term:   3 to 5 years

                         CAM Charge:   $1.90

                   Escalator Clause:   CPI

                         Finish-Out:   $2.00

                  Rental Concessions   None

Occupancy Rate:      100%                  Historical Occupancy Rate:   N/A

Verified By:         Debbie Rogers (800-864-2777)

Date:                08/21/97                                 Comp_Code:  318

COMMENTS:         *The Wal-Mart store is separately owned parcel of property
                  from the rest of the shopping center. The 154,771 SF does not
                  include the Wal-Mart space. Other major tenants are Radio
                  Shack, Northwest Financial, Friedman's Jewelers and Payless
                  Shoes.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 95
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 2:
- --------------------------------------------------------------------------------


                                 [PHOTO OMITTED]

PROJECT DATA

        Project Name:   One Main Place Shopping Center

            Location:   5500 Telephone Road, Pascagoula, MS

              County:   Jackson

PROPERTY DATA

                 Rentable Area (SF):   68,566

                         Year Built:   1988

                       Construction:   1-story masonry

                         Bay Depths:   60' to 138'

                     Anchor Tenants:   Food World & Big 'B'/Revco

RENTAL DATA

                     Quoted Rate/SF:   $10.00

                 Existing Rate Range

                     Anchor Tenants:   $3.77/SF & $6.81/SF; respectively

                         Spec Space:   $7.25/SF

                   Restaurant Space:   N/A


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 96
<PAGE>

                                           Retail Rent Comparable No. 2, cont'd.
- --------------------------------------------------------------------------------

LEASE TERMS

                        Lease Basis:   Triple-Net

                 Typical Lease Term:   5-years

                         CAM Charge:   $1.13/SF

                   Escalator Clause:   Negotiable

                         Finish-Out:   Negotiable

                  Rental Concessions   None

Occupancy Rate:     100%                        Historical Occupancy Rate:   N/A



Verified By:        Rob Newton

Date:               08/22/97                                  Comp_Code:  319

COMMENTS:         This property is located at the southeast corner of Jefferson
                  Street and Telephone Road. Other major tenants are Hale's and
                  Movies & More.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 97
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 3:
- --------------------------------------------------------------------------------


                                 [PHOTO OMITTED]

PROJECT DATA

        Project Name:   Gulf Coast Plaza Shopping Center

            Location:   3231-3237 Denny Avenue/US-90, Pascagoula, MS

              County:   Jackson

PROPERTY DATA

              Rentable Area (SF):   150,000

                      Year Built:   1969

                    Construction:   1-story

                      Bay Depths:   200'

                  Anchor Tenants:   Big Lots, Discount Auto Parts & Babcock Home
                                    Furnishings


RENTAL DATA

                  Quoted Rate/SF:   $4.50

              Existing Rate Range

                  Anchor Tenants:   N/A

                      Spec Space:   N/A

                Restaurant Space:   N/A


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 98
<PAGE>

                                           Retail Rent Comparable No. 3, cont'd.
- --------------------------------------------------------------------------------

LEASE TERMS

                        Lease Basis:   Triple-Net

                 Typical Lease Term:   5-years or more

                         CAM Charge:   $0.75

                   Escalator Clause:   Negotiable

                         Finish-Out:   Negotiable

                  Rental Concessions   Negotiable

Occupancy Rate:     90%                         Historical Occupancy Rate:   N/A



Verified By:        Charlotte Sadler (601-769-7777)

Date:               08/21/97                                   Comp_Code:  320

COMMENTS:         This older property has mostly larger spaces suitable for the
                  typical big box tenant as evidenced by the large bay depths.
                  Other major tenants are Dollar General, Variety Outlet and
                  Hancock Fabrics.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 99
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 4:
- --------------------------------------------------------------------------------


                                 [PHOTO OMITTED]

PROJECT DATA

        Project Name:   Deep South Shopping Center

            Location:   1604-1740 Denny Avenue/US-90, Pascagoula, MS

              County:   Jackson

PROPERTY DATA

                 Rentable Area (SF):   60,000

                         Year Built:   1961

                       Construction:   1-story masonry

                         Bay Depths:   100' to 150'

                     Anchor Tenants:   Sav-Rex Drugs

RENTAL DATA

                     Quoted Rate/SF:   $4.00 to $7.00/SF

                 Existing Rate Range

                     Anchor Tenants:   N/A

                         Spec Space:   N/A

                   Restaurant Space:   N/A


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 100
<PAGE>

                                           Retail Rent Comparable No. 4, cont'd.
- --------------------------------------------------------------------------------

LEASE TERMS

                        Lease Basis:   Triple-Net

                 Typical Lease Term:   3 to 5 years

                         CAM Charge:   $0.08/SF

                   Escalator Clause:   None

                         Finish-Out:   None

                  Rental Concessions   None

Occupancy Rate:      90%                       Historical Occupancy Rate:   N/A

Verified By:         Nicky Vance (601-582-5527)

Date:                08/20/97                                 Comp_Code:   321

COMMENTS:         This property's location can be further described as being at
                  the southeast corner of Denny Avenue/US-90 and Market Street.
                  Other major tenants are Family Dollar and Tower Loan.
                  Technically the Sav-Rex Drugs tenant does not fit the typical
                  anchor description.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 101
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 5:
- --------------------------------------------------------------------------------


                                 [PHOTO OMITTED]

PROJECT DATA

        Project Name:   Sea Shores Plaza Shopping Center

            Location:   3051 Bienville Blvd/US-90, Ocean Springs, MS

              County:   Jackson

PROPERTY DATA

                 Rentable Area (SF):   207,572

                         Year Built:   1983

                       Construction:   1-story masonry

                         Bay Depths:   60' (local space)

                     Anchor Tenants:   Delchamps and Wal-Mart*

RENTAL DATA

                     Quoted Rate/SF:   $8.00 to $12.00

                 Existing Rate Range

                     Anchor Tenants:   N/A

                         Spec Space:   N/A

                   Restaurant Space:   N/A


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 102
<PAGE>

                                           Retail Rent Comparable No. 5, cont'd.
- --------------------------------------------------------------------------------

LEASE TERMS

                        Lease Basis:   Triple-Net

                 Typical Lease Term:   3 to 5 years

                         CAM Charge:   $1.37/SF

                   Escalator Clause:   5%

                         Finish-Out:   Negotiable

                  Rental Concessions   None

Occupancy Rate:      95%                        Historical Occupancy Rate:   N/A

Verified By:         Don Eder (800-662-8966)

Date:                08/19/97                                  Comp_Code:  322

COMMENTS:         This property is located in the northwest quadrant of Ocean
                  Springs Road and Bienville Blvd/US-90. *The Wal-Mart property
                  is located next to and adjacent to this shopping center, but
                  is not included with the 207,572 SF. The sub-anchor space
                  known as Amber's Arts and Crafts was vacated as of June 1997
                  by the tenant, which has recently sublet the space.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 103
<PAGE>

                               COMPARABLE RENT MAP

                                [GRAPHIC OMITTED]


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 104
<PAGE>

                                              ANALYSIS OF POTENTIAL GROSS INCOME
================================================================================

Current Subject Property Status

                       Subject Existing Rent Roll Summary

<TABLE>
<CAPTION>
===========================================================================================================
                                                                Lease
                                             Lease     Lease     Term                 Lease
 Suite #  Tenant               Size (SF)     Begin      End     (Yrs.)     Rent/SF     Type     Annual Rent
- -----------------------------------------------------------------------------------------------------------
<S>       <C>                    <C>         <C>       <C>        <C>       <C>         <C>      <C>     
    1     Winn-Dixie #573        47,300      04/96     03/16      20         $6.40       NNN      $302,721
- -----------------------------------------------------------------------------------------------------------
    2     Harco                  10,125      02/96     01/11      15         $7.00       NNN       $70,875
- -----------------------------------------------------------------------------------------------------------
    3     Carport                8,100       01/96     02/01       5         $3.58       NNN       $29,015
- -----------------------------------------------------------------------------------------------------------
    4     It's Fashion           3,000       02/96     01/01       5         $9.50       NNN       $28,500
- -----------------------------------------------------------------------------------------------------------
    5     Cato                   5,000       02/96     01/01       5         $9.50       NNN       $47,500
- -----------------------------------------------------------------------------------------------------------
    6     Goody's                27,435      04/96     03/06      10         $6.80       NNN      $186,558
- -----------------------------------------------------------------------------------------------------------
    7     Sally Beauty           1,540       10/95     09/00       5        $12.30       NNN       $18,942
- -----------------------------------------------------------------------------------------------------------
    8     Olan Mills             1,240       06/97     05/02       5         $4.35       NNN        $5,400
- -----------------------------------------------------------------------------------------------------------
    9     Rehability             4,800       12/96     01/00       5        $11.38       NNN       $54,615
- -----------------------------------------------------------------------------------------------------------
   10     Kentucky Finance       1,620       05/96     06/01       5        $11.25       NNN       $18,225
- -----------------------------------------------------------------------------------------------------------
   11     Vacant                 2,400       ----      ----       ---       $10.00       NNN       $24,000
- -----------------------------------------------------------------------------------------------------------
   12     MCI Communications                 ----      ----       ---          ---       NNN        $5,400
- -----------------------------------------------------------------------------------------------------------
   13     H & R Block            1,200       01/97     05/02       5        $12.00       NNN       $14,400
- -----------------------------------------------------------------------------------------------------------
  Whs.    Vacant                 8,600       ----      ----       ---        $3.00       NNN       $25,800
- -----------------------------------------------------------------------------------------------------------
                                                                                                        $0
- -----------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------
Total/Average                    122,360     Square Feet                    $6.80                 $831,951
===========================================================================================================
</TABLE>

      Note: Vacant Space Current Rent/SF input at market rent estimates.

Tenancy:                                    Multi-tenant
Square Feet Occupied:                       111,360 SF
Square Feet Vacant - Shell:                 0 SF
Square Feet Vacant -
  2nd Generation:                           11,000 SF
Rent Trend:                                 Stable
Historical Tenant Finish:
       New Lease:                           None
       Refinish:                            None

      Comments/Analysis: As discussed earlier within this report this is an
older shopping center that was renovated and for the most part re-leased in
early 1996. The Olan Mills space is leased at $4.35/SF till 2002. Olan Mills has
leased space at this location since 1982, prior to the renovation. Olan Mills is
an older tenant that has


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 105
<PAGE>

                                     Analysis of Potential Gross Income, cont'd.
- --------------------------------------------------------------------------------

recieved a discount for staying this long in this center. The most recent lease
is H & R Block in January of 1997. They leased space in the second building
located behind an outlot that fronts along Denny Avenue/US-90. The typical
expense recovery for the center is the standard triple net lease in which taxes,
insurance and common area maintenance (CAM) is recovered from the tenant.
However, one tenant, Rehability, does pay their pro rata share of the management
fee.

Comparable Rental Analysis/Subject Estimated Market Rents

Introduction

      In order to estimate market rent rates to apply to the subject, we
surveyed similar properties in the subject neighborhood. Factors which typically
influence rental rates include location, and physical attributes such as age,
condition and design/appeal characteristics. The rent comparables presented in
this report represent the most comparable properties to the subject with respect
to age, quality of construction and location. The following chart summarizes the
comparable improved rental data previously presented.

Summary of Comparable Improved Rental Data

<TABLE>
<CAPTION>
============================================================================================================
Rent No.              Subject            1              2               3                4            5
- ------------------------------------------------------------------------------------------------------------
<S>                <C>             <C>               <C>            <C>               <C>         <C>    
                       Chicot        Delchamps       One Main      Gulf Coast                     Sea Shores
                      Crossing         Plaza          Place           Plaza         Deep South      Plaza
Name/Address          Shopping       Shopping        Shopping       Shopping         Shopping      Shopping
                       Center         Center          Center         Center           Center        Center
- ------------------------------------------------------------------------------------------------------------
Size(SF)               122,360         154,771         68,566         150,000           60,000      207,572
- ------------------------------------------------------------------------------------------------------------
Year Built         1970 & 1996            1996                                  
                    Renovation      Renovation           1988            1969             1961         1983
- ------------------------------------------------------------------------------------------------------------
Occupancy                  91%            100%           100%             90%              90%          95%
- ------------------------------------------------------------------------------------------------------------
Quoted Rate/SF                       $10.00 to                                                     $8.00 to
                           N/A          $12.00         $10.00           $4.50   $4.00 to $7.00       $12.00
- ------------------------------------------------------------------------------------------------------------
Tenant Expenses            N/A             NNN            NNN             NNN              NNN          NNN
- ------------------------------------------------------------------------------------------------------------
CAM Charge                 N/A        $1.90/SF       $1.13/SF        $0.75/SF         $0.96/SF     $1.37/SF
- ------------------------------------------------------------------------------------------------------------
Rental                                                                          
Concessions                N/A            None           None      Negotiable             None         None
============================================================================================================
</TABLE>

      All property characteristics of the comparable rentals and the subject
property have been analyzed by the appraisers. The following summarizes the
comparison of primary factors of the comparable rentals affecting rents as
compared to the subject.

Comparison to Subject

Subject:
       Primary Negative Factors:   None
       Primary Positive Factors:   General location along a major traffic artery


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 106
<PAGE>

                                     Analysis of Potential Gross Income, cont'd.
- --------------------------------------------------------------------------------

Rent No. 1 - Delchamps Plaza Shopping Center:
       Inferior Factors
         Compared to Subject:    None
       Superior Factors
         Compared to Subject:    Visibility of tenants to drive by traffic;
                                 located next to a Wal-Mart
       Tenant Expenses:                     Similar; no adjustment required
       Overall Comparison
         to Subject:             Similar

Rent No. 2 - One Main Place Shopping Center:
       Inferior Factors
         Compared to Subject:    Lower traffic count, removed from Denny 
                                 Avenue/US-90
       Superior Factors
         Compared to Subject:    None
       Tenant Expenses:          Similar; no adjustment required
       Overall Comparison
         to Subject:             Slightly inferior

Rent No. 3 - Gulf Coast Plaza Shopping Center:
       Inferior Factors
         Compared to Subject:    Older center; 200' bay depth; poorly maintained
       Superior Factors
         Compared to Subject:    None
       Tenant Expenses:          Similar; no adjustment required
       Overall Comparison
         to Subject:             Inferior

Rent No. 4 - Deep South Shopping Center:
       Inferior Factors
         Compared to Subject:    Older center; no anchor; design of structure
       Superior Factors
         Compared to Subject:    None
       Tenant Expenses:          Similar; no adjustment required
       Overall Comparison
         to Subject:             Inferior

Rent No. 5 - Sea Shores Plaza Shopping Center:
       Inferior Factors
         Compared to Subject:    Slightly older
       Superior Factors
         Compared to Subject:    Located next to a Wal-Mart
       Tenant Expenses:          Similar; no adjustment required
       Overall Comparison
         to Subject:             Similar

Most Comparable Rentals:         Nos. 1 & 5


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 107
<PAGE>

                                     Analysis of Potential Gross Income, cont'd.
- --------------------------------------------------------------------------------

      Conclusions/Analysis: A comparison of the comparable rental data indicates
that most of the properties benefit from their Denny Avenue/US-90 location, the
design of the improvements, age, condition and their tenant's visibility to
drive-by traffic account for significant variances in rental rates. After
reviewing the subject's leases as well as the rent comparable data, the
following market lease rate ranges are supported for local shop space.

       Estimated Market Rate:
           <3,000 SF:                       $12.00/SF
           >2,999 SF <=5,000 SF:            $9.50/SF
           >5,000 SF:                       $7.00/SF
           Rehability:                      $12.00/SF

      Comment: Rehability, a 4,800 SF tenant, is located in the smaller building
at the front of the property. This space has 60' bay depth and can easily be
subdivided into smaller tenant spaces. Furthermore, the existing rent is
$11.38/SF. Thus, despite the tenant space size, the market rental rate is
estimated at $12.00/SF.

       Expense Recoveries:
           Analysis:                        All of the comparable retail lease
                                            rates were based on a triple net
                                            basis. However, one tenant,
                                            Rehability, does pay their pro rata
                                            share of the management fee on top
                                            of the CAM, taxes and insurance.

           Conclusion:                      Market lease rates based on the
                                            following expense recovery: NNN.

      Inasmuch as the subject is an existing property with several leases in
place, the existing contract rents and expense recoveries are utilized for
occupied space and the market lease rates and expense recovery for vacant spaces
are utilized in the Stabilized Operating Statement which follows the Analysis of
Expenses.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 108
<PAGE>

                                                            ANALYSIS OF EXPENSES
================================================================================

Expense History

      Since the subject is a renovation property, only one year of expense
history is available. Furthermore, it should be noted that Winn Dixie has an
absolute net lease, including the tenant being responsible for all structural
maintenance over the 20 year term. In all recoverable expense categories, the
expenses are charged on the total 122,360 SF center size since these expenses
are recognized as expense recoveries. However, in certain expenses, the total
dollar estimate is based on an alternative square footage that excludes Winn
Dixie.

       Total Square Footage:          122,360 SF
       Alternative Square Footage:    75,060 SF

                  $/SF History Compared to Appraiser's Estimate

Expense Item                            1996             Estimate
- ------------                            ----             --------

Management                             $0.27              $0.29

Taxes :                                $0.41              $0.42

Insurance:                             $0.08              $0.10

CAM:                                   $0.19              $0.20

Administration:                        $0.00              $0.01

Reserves:                              $0.00              $0.10

Subtotal                               $0.95              $1.12

Vacancy & Collection Loss
       Expense Description:                 Vacancy & collection loss is an
                                            allowance for reductions in
                                            potential income attributable to
                                            vacancies, tenant turnover and
                                            nonpayment of rent. The allowance is
                                            usually estimated as a percentage of
                                            potential gross income, which varies
                                            depending on the type and
                                            characteristics of the physical
                                            property, the quality of tenants,
                                            current and projected supply and
                                            demand, and general and local
                                            economic conditions. The percentage
                                            rate recognized reflects typical
                                            investor expectations over the
                                            specific holding period assumed or
                                            projected.

       Subject Data:
           Tenancy:                         Multi-tenant
           Current Occupancy:               91%

       Market Data:


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 109
<PAGE>

                                                   Analysis of Expenses, cont'd.
- --------------------------------------------------------------------------------

           Submarket:                       94.4%
           Submarket Years Supply:          Equilibrium

       Analysis:                            Based on a review of the market data
                                            above as well as the subject's
                                            current vacancy, a vacancy and
                                            collection loss of 7% of local shop
                                            space is believed to appropriately
                                            recognize potential tenant turnover
                                            and collection loss over the holding
                                            period. This is slightly higher than
                                            the normal market vacancy, due to
                                            the vacant 8,400 SF of warehouse
                                            space in the rear of the property.
                                            The $3.00/SF rent recognized in the
                                            gross rental income represents 3.1%
                                            of the total gross rental income.

       Estimated Vacancy &
         Collection Loss:                   7% of local shop space

Management:
       Expense Description:                 The subject must be considered as an
                                            investment under prudent management.
                                            A charge is made to reflect either
                                            the owner's input of time and
                                            attention or that of a professional
                                            agent. The expense would include the
                                            collection of rents, supervision of
                                            all maintenance, etc.

       Analysis:                            The proforma annual management fee
                                            for the subject property is 4.0% of
                                            the non-Winn Dixie Effective Gross
                                            Income. Since Winn Dixie has an
                                            absolute net lease, a full
                                            management fee is not charged on
                                            their income. This equates
                                            approximately 2.5% of total
                                            effective gross income including
                                            Winn Dixie income. This is
                                            consistent with local and regional
                                            practices.

       Estimated Management:                2.5%

Real Estate Taxes:                          See previously presented Real Estate
                                            Tax Analysis for detailed analysis
                                            and expense history.

       Estimated Real Estate
           Taxes:                           $51,259, or $0.42/SF

Insurance:
       Expense Description:                 The subject property will be insured
                                            against losses arising out of fire,
                                            casualty, and liability. Other
                                            various extended coverages are also
                                            provided for under this policy.

       Analysis:                            The subject's expenses history
                                            reflects an expense of $0.08/SF,
                                            which reflects an multi-property


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 110
<PAGE>

                                                   Analysis of Expenses, cont'd.
- --------------------------------------------------------------------------------

                                            umbrella policy. Based on a
                                            competitive analysis of other retail
                                            centers and the subject's historical
                                            expense, an estimate of $0.10/SF
                                            annually is judged appropriate for
                                            the subject.

       Estimated Insurance:                 $0.10/SF

Common Area Maintenance (CAM):
       Expense Description:                 The common area maintenance charge
                                            covers all trash removal, common
                                            area maintenance, certain
                                            recoverable administrative expenses,
                                            landscaping charges and common area
                                            utilities and any other common area
                                            expenses.

       Analysis:                            The subject's expenses history
                                            reflects an expense of $0.19/SF.
                                            Based on a competitive analysis of
                                            other retail centers and the
                                            subject's historical expense, an
                                            estimate of $0.20/SF annually is
                                            judged appropriate for the subject.
                                            Therefore, the CAM expense estimate
                                            is based upon the 1996 proforma
                                            expenses.

       Estimated CAM:                       $0.20/SF

Administration:
       Expense Description:                 The administrative expense consists
                                            of non- recoverable administrative
                                            expenses such as legal expenses and
                                            other miscellaneous expenses that
                                            are not passed through to the tenant
                                            in the common area expense recovery.

       Analysis:                            The subject's expenses history
                                            reflects an expense of $0.00/SF.
                                            Based on a competitive analysis of
                                            other retail centers and the
                                            subject's historical expense, an
                                            estimate of $0.01/SF annually is
                                            judged appropriate for the subject.

       Estimated Administration:            $0.01/SF

Reserves:
       Expense Description:                 A reserves or replacement allowance
                                            provides for the periodic
                                            replacement of building components
                                            that wear out more rapidly than the
                                            building itself and must be replaced
                                            periodically during the building's
                                            economic life. Examples of these
                                            components are roof cover, HVAC
                                            compressors, parking areas and other
                                            site improvements.

       Analysis:                            The reserves expense estimate is
                                            based primarily on the typical
                                            expense recognized by buyers as


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 111
<PAGE>

                                                   Analysis of Expenses, cont'd.
- --------------------------------------------------------------------------------

                                            compared to a calculated type
                                            estimate Based upon the age and
                                            condition of the property and
                                            typical buyer actions, the reserves
                                            expense estimate is $0.10/SF. This
                                            is applied to the Alternative Square
                                            Footage since Winn Dixie is
                                            responsible for all
                                            structural/reserves type expenses
                                            through their 20 year lease.

       Estimated Reserves:                 $0.10/SF  (applied to Alternative SF)

Estimated Expense Summary

                                   Management         2.5%   EGI    =    $22,607
                              
                                   Taxes:             $0.42  /SF    =    $51,259
                              
                                   Insurance:         $0.10  /SF    =    $12,236
                              
                                   CAM:               $0.20  /SF    =    $24,472
                              
                                   Administration:    $0.01  /SF    =     $1,224
                              
                                   Reserves*:         $0.10  /SF    =     $7,506
                                                      -----             --------
                              
                              Subtotal Expenses:      $0.98  /SF    =   $119,304

                                            *Note: Expense per square foot
                                            applied to Alternative SF of 75,060
                                            SF.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 112
<PAGE>

STABILIZED OPERATING STATEMENT
================================================================================

================================================================================
Gross Rental Income Potential:

                                             Lease
                           Size (SF)          Rate
                           ---------          ----
   Anchors                  84,860   @      $6.60 /SF     =            $560,154
   Local Shop Space         37,500   @      $7.38 /SF     =            $276,597
                           -------          -----                      --------
   Gross Rent Income       122,360   @      $6.84 /SF     =            $836,751
(See Rent Roll for Rent Allocation)

Plus: Expense Recovery
   Anchor @ NNN                                                         $61,008
   Local Shop @ NNN                                                     $27,846
                                                                       --------
   Total Expense Recovery                                               $88,854

Total Income By Tenant Type Classification
   Anchor @                                                            $621,162
   Local Shop @                                                        $304,443
                                                                       --------
Total Gross Annual Income:                                             $925,605

Less: Vacancy/Collection Loss
   Anchor Income @                                  0%                       $0
   Local Shop Income @                              7%                 ($21,311)
                                                                       --------
Effective Gross Income:                                                $904,294

Less Expenses

   Management              2.5%  EGI =        $22,607
   Taxes:                  $0.42 /SF =        $51,259
   Insurance:              $0.10 /SF =        $12,236
   CAM:                    $0.20 /SF =        $24,472
   Administration:         $0.01 /SF =         $1,224
   Reserves*:              $0.10 /SF =         $7,506
                           -----             --------
Subtotal Expenses:         $0.98 /SF =       $119,304                 ($119,304)
                                                                       --------
Net Operating Income:                                                  $784,990
                                                                       ========

   NOI/SF:                 $6.42
   NOI/Gross Income        93.81%

*Note: Expense item calculated on Alternative SF

                            CAPITALIZATION TECHNIQUE
           =======================================================
              NOI      /           OAR           =  Value Estimate
           $784,990    /          10.00%         =    $7,849,899

           Current Stabilized Value Estimate          $7,850,000
           Less:Deferred Maintenance                           0
           Less:Lease-Up Costs to Stabilization                0
                                                               -
           As Is Value Estimate                       $7,850,000


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 113
<PAGE>

                                          ANALYSIS OF DIRECT CAPITALIZATION RATE
================================================================================

Introduction

      Direct capitalization is a method used to convert a single year's income
estimate into a value indication. The capitalization rate utilized in the income
capitalization approach combines input from the marketplace in conjunction with
a review of mortgage/equity positions. Although the appraiser can estimate an
overall capitalization rate by using various techniques, derivation of the rate
from comparable sales is generally preferred when sufficient data are available
from transactions of similar, competitive properties. In order to provide a
consistent basis for comparison, the net operating income from each comparable
is calculated and estimated in the same manner as that for the subject property.
Additionally, the appraiser must conclude that neither non-market financing
terms nor different market conditions have affected the transaction prices of
the comparables. When these requirements are met, the appraiser estimates the
overall rate by dividing each property's net operating income by its sale price.

Improved Sales' Overall Rate Summary

<TABLE>
<CAPTION>
=================================================================================================================
Sale No.                 Subject              1                2                3            4                5
- -----------------------------------------------------------------------------------------------------------------
<S>              <C>                <C>              <C>             <C>             <C>            <C>    
                                                                     North Nixson                    Oak Harbor
                                      Southland      Pine Valley     Marketplace     Village at        Square
                                        Plaza          Shopping        Shopping         Moody         Shopping
Name/Address                           Shopping        Center,         Center,        Shopping         Center,
                                       Center,       Wilmington,     Chattanooga,      Center,       Long Beach,
                                     Decatur, AL          NC              TN          Moody, AL          MS
- -----------------------------------------------------------------------------------------------------------------
Sale Date                Current        02/01/97        04/28/96        03/15/96       02/14/96        09/19/96
- -----------------------------------------------------------------------------------------------------------------
Year Built       1970; Renovated
                            1996     1970 & 1996            1990            1995           1995            1990
- -----------------------------------------------------------------------------------------------------------------
Occupancy                    91%             97%            100%             96%           100%            100%
- -----------------------------------------------------------------------------------------------------------------
Size(SF)                122,360          123,031          60,000          63,270         60,800         129,000
- -----------------------------------------------------------------------------------------------------------------
% Credit/ Anchor            69%              42%             71%             83%            72%             95%
- -----------------------------------------------------------------------------------------------------------------
Overall Rate                N/A           10.69%          10.00%          10.13%          9.66%           9.15%
=================================================================================================================
</TABLE>

Note: All transaction data in the chart reflects cash equivalency and/or other
      adjustments applied in the comparable sale summary sheets.

Comparison of Important Factors Affecting OAR

      All property and conditions of sale characteristics of the comparable
sales and the subject property have been analyzed by the appraisers. The
following summarizes the comparison of primary factors of the comparable sales
affecting value as compared to the subject.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 114
<PAGE>

                                 Analysis of Direct Capitalization Rate, Cont'd.
- --------------------------------------------------------------------------------

      Note: The reader is reminded that this is a comparison of overall rates
and not the sales price per square foot. Therefore, the terms of comparison to
the subject of each sale may be different than those used in the previously
presented Sales Comparison Approach, which was based on the quantity of income
and subsequent adjustments to the sales price per square foot. While the overall
rate recognizes physical factors, intangible factors such as quality of tenants,
conditions of sale, occupancy at time of sale, and investment quality tend to
have stronger influence on the overall rate comparison. As an example, two
properties with different locations and quality of improvements may have
significantly different per square foot sales prices, but very similar overall
rates. Thus, the comparison to the subject includes the intangible factors
influencing overall rates.

Subject:
       Primary Negative Factors:   None
       Primary Positive Factors:   Anchor percentage and quality of anchor; 
                                   recent renovation

Sale No. 1 - Southland Plaza Shopping Center, Decatur, AL:
       Inferior Factors
         Compared to Subject:      Lower percentage of anchor space
       Superior Factors
         Compared to Subject:      None
       Overall Comparison
         to Subject:               Inferior


Sale No. 2 - Pine Valley Shopping Center, Wilmington, NC:
       Inferior Factors
         Compared to Subject:      None
       Superior Factors
         Compared to Subject:      None
       Overall Comparison
         to Subject:               Similar

Sale No. 3 - North Nixson Marketplace Shopping Center, Chattanooga, TN:
       Inferior Factors
         Compared to Subject:      None
       Superior Factors
         Compared to Subject:      None
       Overall Comparison
         to Subject:               Similar

Sale No. 4 - Village at Moody Shopping Center, Moody, AL:
       Inferior Factors
         Compared to Subject:      None
       Superior Factors
         Compared to Subject:      None
       Overall Comparison
         to Subject:               Similar


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 115
<PAGE>

                                 Analysis of Direct Capitalization Rate, Cont'd.
- --------------------------------------------------------------------------------

Sale No. 5 - Oak Harbor Square Shopping Center, Long Beach, MS:
       Inferior Factors
         Compared to Subject:      None
       Superior Factors
         Compared to Subject:      95% anchors
       Overall Comparison
         to Subject:               Superior

Most Comparable Sales:             Nos. 2, 3 and 4

      Comment/Analysis: All of the sales are community or neighborhood shopping
centers with moderate to strong anchors, which for the most part dominate the
overall physical size of each center. Sale No. 1 had the smallest percent of
anchor space. Sale No. 5 has a 95% anchor coverage of the space, far exceeding
the subject property. Therefore, these two comparables are the least similar to
the subject property. Analysis in the Sales Comparison Approach concluded that
Sale Nos. 2, 3 and 4 are the most similar to the subject in the type of risk.
Based on the relatively narrow range indicated by the most comparable sales, the
appropriate overall rate for the subject is 10.00%.

Concluded OAR:                     10.00%

Analysis of Subject's Potential Mortgage Terms

Preliminary Analysis:              Several factors affect the potential real
                                   estate mortgage terms of any given property.
                                   These factors include, credit worthiness of
                                   the borrower, quality of tenants, length of
                                   term, amortization and other factors
                                   considered by lenders when analyzing the
                                   relative risk of a loan. However, lenders
                                   typically have general parameters or
                                   guidelines established for real estate loans.
                                   The appraisers have had discussions with
                                   local mortgage brokers about long-term
                                   financing terms and bank loan officers about
                                   short term financing.

       Long-Term Financing:        Institutional lenders are typically
                                   establishing interest rates on the basis of
                                   200 to 250 basis points above the comparable
                                   term U.S. Treasury Bond with a 7 to 10 year
                                   term, 20 to 25 year amortization and 70% to
                                   75% loan-to-value ratio. While these terms
                                   may vary from lender to lender, the ultimate
                                   test for a particular loan is the debt
                                   coverage ratio.

       Bank Short-Term
           Financing:              Banks are typically utilizing the prime rate
                                   as the index for loans. Mortgage interest
                                   rates are typically 150+/- basis points above
                                   the prime rate. The mortgage terms are
                                   preferably a three year call based on a 20 to
                                   25 year amortization and 70% to


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 116
<PAGE>

                                 Analysis of Direct Capitalization Rate, Cont'd.
- --------------------------------------------------------------------------------

                                   75% loan-to-value ratio; however, banks will
                                   provide a five year term in some situations.

       Summary of Subject's Potential Mortgage Terms

           Mortgage Type:          Long-term;
               Analysis:           This appraisal contemplates a typical
                                   long-term loan instead of a bank short-term
                                   loan. While the bank loan is common, a
                                   long-term loan is more consistent with the
                                   typical holding period for real estate.

           U.S. Treasury Bond
             10 Year Rate1:        6.50%
           Loan Term:              10 years
           Amortization:           25 years
           Loan-to-Value Ratio:    75%
           Approx. Interest Rate:  8.00%

Debt Coverage Ratio (DCR) Analysis:  A Test of Reasonableness


                                                                    Final Report
                                              Direct Cap Value             Value

Direct Capitalization Value                         $7,850,000        $7,800,000

Loan Amount @ L-to-V of 75%                         $5,887,500        $5,850,000

Monthly Payment                                        $45,441           $45,151

Estimated NOI                                         $784,990          $784,990

Divided by Annual Payment                             $545,288          $541,815
                                                    ----------        ----------
Implied Debt Coverage Ratio                               1.44              1.45

      Comment/Analysis: The implied debt coverage ratios for the direct
capitalization method value estimate and the final report value (based on
correlation of all three approaches) are acceptable and reasonable.

- ----------

      (1) Note: The rate is an approximation on a rounded basis due to the
weekly change in the rate.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 117
<PAGE>

                                                   DISCOUNTED CASH FLOW ANALYSIS
================================================================================

Introduction

      In a discounted cash flow analysis (DCF) the quantity, variability, timing
and duration of the cash flows to a property are analyzed. Each cash flow is
discounted to a present value and then all the present values are added to
obtain the total value of the income to the real property interest being
appraised. The future value of that interest, the reversion, is forecast at the
end of the projection period and is also discounted.

      This method is particularly appropriate for properties with irregular cash
flows. This is particularly appropriate in the case of properties with below
stabilized occupancy, below or above market rental rates, and other unusual
circumstances.

      In order to utilize this analysis, certain assumptions must be made. A
summary of all such assumptions used as a basis for the DCF analysis will
follow. Projections regarding market (economic) rental rates, occupancy levels,
expenses and absorption rates are all market-derived and have been discussed in
previous sections of this report. Consideration is also given to several
investment surveys provided by regional/national research companies. These
investor surveys included the Real Estate Investor Survey published by Peter F.
Korpacz & Associates, Inc.. This report provides a summary of the expected rates
of return, property selection criteria, and investment outlook of a
representative sampling of large institutional investors in the United States.

      The DCF technique will follow the assumptions and forecasts listed below.
This projected economic model carries no warranties, expressed or implied, that
the scenario will actually be achieved by the subject property.

Assumptions & Forecasts

Projection Period:
       Analysis:                   The appraisers have relied upon conversations
                                   with market participants and a review of
                                   investor surveys to determine the appropriate
                                   holding period for the subject property.
                                   Additionally, significant consideration is
                                   given to the remaining economic life of the
                                   property, the current economic climate of the
                                   region and changes in the tax laws. Noting
                                   that investment properties have historically
                                   been held for a period of 7 to 15 years, and
                                   that the survey data provided by P.F. Korpacz
                                   indicate expectations of a similar time
                                   frame, a ten year investment period is
                                   projected. The cash flow for the subject is
                                   presented on a fiscal year with the first
                                   year beginning in the month of the effective
                                   date of appraisal (August 18, 1997).

       Estimate:                   10 years

Gross Income Estimates:            Gross annual income is based on the
                                   contractual income from the existing leases,
                                   and the market


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 118
<PAGE>

                                          Discounted Cash Flow Analysis, cont'd.
- --------------------------------------------------------------------------------

                                   rental rate on the vacant space. Existing
                                   leases are forecasted to roll over at market
                                   rates.

Market Rental Rates:               See Analysis of Potential Gross Income for
                                   details and analysis.

       Market Rent:
           <3,000 SF:              $12.00/SF
           >2,999 SF <=5,000 SF:   $9.50/SF
           >5,000 SF:              $7.00/SF
           Rehability:             $12.00/SF

Expense Recovery:                  NNN for all tenants; with one tenant paying
                                   the management fee on top of the CAM, taxes
                                   and insurance. Winn Dixie at absolute net.

Rent Appreciation:
       Description:                Support for the rental rate appreciation is
                                   based upon several factors. Items to be
                                   considered include historical and forecasted
                                   consumer price index data, current supply and
                                   demand factors (market vacancy & market rent
                                   trends), and investors' perceptions (investor
                                   surveys).

   CPI Index Recent History:       2% to 3%
   Economists' Consensus
      CPI Forecast:                3%+/- in short-term, moderate increase
                                   long-term Under current Federal Reserve
                                   leadership, inflation is anticipated to be
                                   reasonably maintained and under control.

   General Occupancy Trends:
       Property Type:              Community shopping center

       Submarket:                  94.4%

   Market Rent Trends:             Increasing

   Investor Surveys:
       Source:                     Korpacz  Real Estate Investor Survey; Second 
                                   Quarter 1997
       Property Type:              National Strip Shopping Center Market


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 119
<PAGE>

                                          Discounted Cash Flow Analysis, cont'd.
- --------------------------------------------------------------------------------

       Rent Appreciation
          Range:
                                   ---------------------------------------------
                                   Key Indicators             Current Quarter
                                   ---------------------------------------------
                                   Market Rent Change Rate

                                   Range                      0.00%        6.00%

                                   Average                          2.83%

       DCF Rent Appreciation
          Forecast:
           Years 1-3:              3.00%
           Years 4-11:             4.00%

      Comments/Analysis: The market occupancy is strong; however, there is no
evidence of enough demand to yield rent appreciation higher than anticipated
inflation over the holding period. Thus, rent appreciation is forecasted to be
at general inflationary rates.

Vacancy & Collection Loss:
       Analysis:                   The subject will undergo a loss in potential
                                   gross income attributable to lease-up, normal
                                   vacancy, collection losses, tenant default
                                   and turnover. The appraisers have considered
                                   the historical performance of the subject,
                                   the amount of unleased space in the
                                   competitive market and planned new
                                   construction in the projection of vacancy
                                   over the holding period. The DCF analysis
                                   assumes competent and professional management
                                   of the property at the previously cited
                                   market rental rates.

       Subject Occupancy:          See Analysis of Expenses for details and 
                                   analysis
           Current Occupancy:      91%; 98% if the warehouse space was to be
                                   excluded from the calculation.
           Stabilized Vacancy:     7% (local shop space only)

       General Occupancy Trends:
           Property Type:          Community shopping center

           Submarket:              94.4%
           Submarket Years Supply: Equilibrium

Tenant Turnover:
       Vacancy at Turnover:        4 months
       Probability of Renewal:     75%

       Special Existing Tenant


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 120
<PAGE>

                                          Discounted Cash Flow Analysis, cont'd.
- --------------------------------------------------------------------------------

       Turnover  Situations:       None

Operating Expenses
   Proforma Year 1:                $0.98/SF; Note: reserves charged on
                                   Alternative SF, which excludes Winn Dixie
                                   since it is responsible for structural
                                   maintenance.

Appreciation:                      As in the market rental rate appreciation
                                   analysis, the appraiser must consider
                                   historical and forecasted CPI data and
                                   investors perceptions.

       CPI Data:                   See Rent Appreciation analysis
Investor Surveys:
           Source:                 Korpacz  Real Estate Investor Survey; Second 
                                   Quarter 1997
           Property Type:          National Strip Shopping Center Market
           Expense Appreciation
              Range:

                                   ---------------------------------------------
                                   Key Indicators             Current Quarter
                                   ---------------------------------------------
                                   Market Rent Change Rate

                                   Range                      0.00%        5.00%

                                   Average                          3.58%

       DCF Expense Appreciation
          Forecast:
           Years 1-3:              3.00%
           Years 4-11:             4.00%

      Comments/Analysis: The investor survey expense change data actually
reflects a stratified expense appreciation segregated into a low rate in the
early years and higher rate in later years. For the subject property, the
expense appreciation is anticipated to be highly similar to the general
inflation rate and similar to the income appreciation.

Leasing Commissions:
       Analysis:                   Leasing commissions are charged when any
                                   given lease renews or if a new lease is
                                   signed for vacant or vacated tenant space.
                                   The leasing commission for new leases is
                                   different than renewal leases. As existing
                                   leases roll over, the discounted cash flow
                                   applies a blended or weighted average of the
                                   two leasing commissions based on the
                                   probability of renewal/vacating. Charged as
                                   capital expense below NOI.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 121
<PAGE>

                                          Discounted Cash Flow Analysis, cont'd.
- --------------------------------------------------------------------------------

                                   Subject Broker & Outside Broker: The new
                                   tenant commission is based on a typical 4%
                                   commission when the only broker involved in
                                   the transaction is the subject's leasing
                                   agent. When an outside broker is utilized,
                                   the total commission is typically 6% with 4%
                                   paid to the outside broker and 2% to the
                                   subject broker. Discussions with brokers
                                   indicated a 50% probability of an outside
                                   broker involvement is reasonable. The
                                   following table presents the calculations of
                                   the leasing commissions utilized in the
                                   discounted cash flow.

     DCF Leasing Commissions Calculations

     ---------------------------------------------------------------------------
     New Lease Rate Calculations
     ---------------------------------------------------------------------------
                                                                      Weighted
                                  % Comm.         Probability           Rate
      
      w/ Outside Broker            6.00%    x         50%        =      3.00%
      
      No Outside Broker            4.00%    x         50%        =      2.00%
                                                                        -----
      Composite Rate                                                    5.00%
      
     ---------------------------------------------------------------------------
      DCF Leasing Commission
      Calculations
     ---------------------------------------------------------------------------
      New Lease Rate               5.00%    x         25%        =      1.25%
      
      Renewal Lease Rate           2.00%    x         75%        =      1.50%
                                                                        -----
      Blended Leasing Rate                                              2.75%

Tenant Improvements/Retrofit (TI's):
       Analysis:                   As vacant space is leased and existing tenant
                                   space rolls over, the landlord incurs a
                                   capital expense for tenant improvements.
                                   Different TI's/SF can be expected for two
                                   types of events - 1) renewal of existing
                                   tenant and 2) existing vacant or vacated
                                   lease space by a tenant The table presented
                                   below indicates the TI's/SF for the two
                                   events and the blended rate charged in the
                                   discounted cash flow.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 122
<PAGE>

                                          Discounted Cash Flow Analysis, cont'd.
- --------------------------------------------------------------------------------

DCF Tenant Improvement Calculations

     ---------------------------------------------------------------------------
     Blended TI Calculations
     ---------------------------------------------------------------------------
                                                                      Weighted
      Rollover Event              TI's/SF         Probability           $/SF
      
      Vacate                       $3.00    x          25%       =      $0.75
      
      Renewal                      $1.00    x          75%       =      $0.75
                                                                        -----
      Blended TI's/SF                                                   $1.50

Reversion:
       Description:                Income-producing properties typically provide
                                   two types of financial benefits - periodic
                                   income and the future value obtained from
                                   sale of the property or reversion of the
                                   property interest at the end of the holding
                                   period. In the case of the subject, the
                                   appraisers have projected the reversion as
                                   the proceeds of resale, or the net difference
                                   between the transaction price and any selling
                                   expenses, which may include brokerage
                                   commissions, legal fees, title policies,
                                   surveys, fix-up costs and the like. The
                                   reversion value is calculated by applying an
                                   overall rate to the 11th year's NOI.

       Analysis:                   The reversion overall rate is typically
                                   higher than the going-in overall rate to
                                   reflect higher risk associated with a
                                   forecast in the extended future and to
                                   reflect the older age of the property. A
                                   review of the overall capitalization rates
                                   provided by the investor surveys cited
                                   previously indicated that terminal
                                   capitalization rates are typically projected
                                   at 50 to 100 basis points higher than the
                                   going-in cap rates. The typical reversion
                                   rate for a property with similar quality
                                   investment characteristics as the subject
                                   would be 50 basis points higher because of
                                   its current age.

       Estimated Reversion OAR:    10.50%

       Reversion Sales Costs:      4%

Yield or Discount Rate:
       Description:                The selection of the appropriate rate
                                   requires the verification and interpretation
                                   of the attitudes and expectations of market
                                   participants including buyers, sellers,
                                   advisers and brokers. Although the


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 123
<PAGE>

                                          Discounted Cash Flow Analysis, cont'd.
- --------------------------------------------------------------------------------

                                   actual yield on an investment cannot be
                                   calculated until the investment is sold, an
                                   investor may set a target yield for the
                                   investment before or during ownership.
                                   Historical yield rates derived from
                                   comparable sales may be relevant, but they
                                   reflect past, not future, benefits perceived
                                   by the investor and are not reliable
                                   indicators of current yield. Therefore, the
                                   selection of yield rates for discounting cash
                                   flows should focus on the prospective or
                                   forecast yield rates anticipated by typical
                                   buyers and sellers.

                                   The appropriate yield or discount rate is
                                   based upon a combination of factors and
                                   considerations. These include current
                                   mortgage interest rate levels, yield rates on
                                   government and corporate bonds, the
                                   anticipated rate of future inflation; the
                                   management, risk and illiquidity aspects of
                                   the subject property; and the expressed
                                   objectives of major investors in investment
                                   properties. Because of the importance of the
                                   proper selection of a yield rate in the DCF,
                                   the appraisers have attempted to estimate the
                                   rate by two independent techniques as
                                   follows:

       Build-up Method
           Introduction:           It is generally accepted that all investments
                                   are predicated on the expectation of
                                   receiving a return on capital that represents
                                   the time value of money with an appropriate
                                   adjustment for perceived risk. In the
                                   build-up method the appraisers attempt to
                                   recognize the premiums attached to the yield
                                   rate of a real estate investment compared to
                                   a safer, more liquid and marketable
                                   investment. The minimum rate of return for
                                   invested capital is sometimes referred to as
                                   the "safe" or "riskless" rate. Theoretically,
                                   the difference between the yield rate applied
                                   to real estate and the safe rate may be
                                   considered a premium to compensate the
                                   investor for risk, anticipated inflation, the
                                   burden of management, and the illiquidity of
                                   invested capital.

           Safe Rate:              The safe rate used in this analysis is
                                   considered the yield applicable to government
                                   securities for a comparable term as the
                                   subject investment.

           Illiquidity & Marketability
               Premiums:           There are several hypothetical measurements
                                   for the add on premiums for illiquidity and
                                   risk, such


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 124
<PAGE>

                                          Discounted Cash Flow Analysis, cont'd.
- --------------------------------------------------------------------------------

                                   as comparison of corporate bonds to
                                   government bonds. In our analysis, the
                                   premium for illiquidity and marketability is
                                   measured by the difference in yield rates
                                   depicted by government bonds and long term
                                   real estate mortgages. The more subjective
                                   adjustment for risk is based on this
                                   appraiser's interpretation of market
                                   expectations for this property type.

                                   Illiquidity & Marketability Calculation

                                   ============================================
                                   Long-Term Mortgage Rates(1)            8.00%
                                   --------------------------------------------
                                   10-Year Treasuries(1)                  6.50%
                                   --------------------------------------------
                                   Spread (Premium for illiquidity &
                                   marketability)                         1.50%
                                   ============================================

                                   (1) See Analysis of Direct Capitalization,
                                   Subject's Potential Mortgage Terms for
                                   analysis and details.

                                   The lender's return reflects less risk on the
                                   loan capital as compared to the total
                                   investment in a property because of the
                                   cushion provided in the loan-to-value ratio.
                                   The lower risk position is considered to best
                                   reflect illiquidity and marketability.

           Risk:                   As a correlation, the risk of the overall
                                   capital investment, above and beyond the safe
                                   rate and illiquidity and marketability
                                   premium, should be at or higher than the
                                   spread presented in the previous chart. Given
                                   the subject's age and quality of investment,
                                   the risk premium should be higher than the
                                   illiquidity and marketability risk.

           Concluded Risk
              Premium:             3.00%

           Build-up Method Calculation

                                   Safe Rate - 10 Yr. Treasuries           6.50%

                                   Plus:  Premium for Illiquidity and
                                   Marketability                           1.50%

                                   Plus:  Premium for Risk                 3.00%
                                                                          ----- 
                                     Indicated Discount Rate              11.00%

                                     Rounded,                             11.00%
                                                                          ===== 


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 125
<PAGE>

                                          Discounted Cash Flow Analysis, cont'd.
- --------------------------------------------------------------------------------

       Investor Survey:
           Introduction:           The appraisers reviewed the investor surveys
                                   provided by P.F. Korpacz. This is a
                                   nationally recognized research company that
                                   provide ex ante return expectations or goals
                                   of investors contemplating acquisitions of
                                   real estate. This survey provides a timely
                                   insight into the yields, return criteria, and
                                   risk adjustments of national/institutional
                                   investors when making acquisition decisions.
                                   The general parameters depicted by the data
                                   are provided as follows:

           Source:                 Korpacz Real Estate Investor Survey; Second
                                   Quarter 1997

           Property Type:          National Strip Shopping Center Market
           IRR Range:


                                   ---------------------------------------------
                                   Key Indicators             Current Quarter
                                   ---------------------------------------------
                                   Free & Clear IRR

                                   Range                     10.00%       14.00%

                                   Average                         11.55%

           Analysis:               The subject does not fit the parameters of
                                   institutional investment grade property,
                                   particularly considering that the property
                                   value is well below the typical $10,000,000
                                   to $20,000,000 value range for properties
                                   desired by institutional investors. However,
                                   the lease strucure of the Winn Dixie lease
                                   should be considered. The lease is an
                                   absolute net lease including
                                   structural/reserves and the lease states that
                                   Winn Dixie cannot terminate or abate the rent
                                   for any reason including loss from casualty
                                   or condemnation. Therefore, the subject
                                   property's discount rate should be slightly
                                   below the middle of the range.

           Investor Survey Discount Rate
              Conclusion:          11.00%

           Discount Rate
               Reconciliation:     The appraisers have given nearly equal weight
                                   to the two techniques above in selecting the
                                   appropriate discount rate for the appraised
                                   property with least weight placed on the
                                   build-up method. Also considered in the
                                   analysis was the age and construction quality
                                   of the subject, the


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 126
<PAGE>

                                          Discounted Cash Flow Analysis, cont'd.
- --------------------------------------------------------------------------------

                                   current occupancy, quality of tenants and the
                                   economic constraints of the submarket in
                                   which it competes.

           Discount Rate
              Conclusion:          11.00%

      The following discounted cash flow analysis is the summary of the
individual tenant's income and the forecasted expenses to be incurred over the
holding period. The individual lease analysis and discounted cash flow program
generated assumptions and forecasts are presented in the Addenda section of this
report.

      The reader is directed to the Discounted Cash Flow Analysis located on the
following pages.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 127
<PAGE>

                                                    Discounted Cash Flow Summary
- --------------------------------------------------------------------------------

Software      : ARGUS Ver. 7.0.01
File          : chicot_c                                              
Property Type : Retail                                                
Portfolio     : Merrill Lynch Mortgage Capital                        

                         Chicot Crossing Shopping Cente
                         3419 - 3517 Denny Avenue/US-90
                          Pascgoula, Mississippi 39581
                        SCHEDULE OF PROSPECTIVE CASH FLOW
           In Inflated Dollars for the Fiscal Year beginning 8/1/1997

<TABLE>
<CAPTION>
                                      Year 1        Year 2       Year 3       Year 4       Year 5       Year 6       Year 7 
For the Years Ending                Jul-1998      Jul-1999     Jul-2000     Jul-2001     Jul-2002     Jul-2003     Jul-2004 
                                    --------      --------     --------     --------     --------     --------     -------- 
<S>                                 <C>           <C>          <C>          <C>          <C>          <C>          <C>      
POTENTLAL GROSS REVENUE
  Base Rental Revenue               $831,336      $831,917     $829,087     $832,883     $848,791     $862,752     $864,509 
  Absorption & Turnover Vacancy       (6,450)       (4,429)      (4,031)     (13,139)      (5,554)      (5,131)             
                                    --------      --------     --------     --------     --------     --------     -------- 
  Scheduled Base Rental Revenue      824,886       827,488      825,056      819,744      843,237      857,621      864,509 

  Expense Reimbursement Revenue
    Management Fee:                    2,527         2,679        2,873        4,321        6,728        7,031        7,377 
    Real Estate Taxes:                50,384        52,202       54,343       55,825       58,647       60,465       63,642 
    Property Insurance:               12,027        12,461       12,972       13,326       13,999       14,434       15,192 
    CAM - Common Area Maintenance     24,053        24,921       25,947       26,651       28,000       28,867       30,382 
                                    --------      --------     --------     --------     --------     --------     -------- 
  Total Reimbursement Revenue         88,991        92,263       96,135      100,123      107,374      110,797      116,593 

  MCI Communications                   5,400         5,400        5,724        5,953        6,191        6,439        6,696 
                                    --------      --------     --------     --------     --------     --------     -------- 
TOTAL POTENTIAL GROSS REVENUE        919,277       925,151      926,915      925,820      956,802      974,857      987,798 
  General Vacancy                    (14,491)      (16,653)     (16,981)      (8,247)     (17,265)     (18,709)     (24,164)
                                    --------      --------     --------     --------     --------     --------     -------- 
EFFECTIVE GROSS REVENUE              904,786       908,498      909,934      917,573      939,537      956,148      963,634 
                                    --------      --------     --------     --------     --------     --------     -------- 
OPERATING EXPENSES
  Management Fee:                     22,620        22,712       22,748       22,939       23,488       23,904       24,091 
  Real Estate Taxes:                  51,259        52,797       54,381       56,556       58,818       61,171       63,618 
  Property Insurance:                 12,236        12,603       12,981       13,500       14,040       14,602       15,186 
  CAM - Common Area Maintenance:      24,472        25,206       25,962       27,001       28,081       29,204       30,372 
  Administration:                      1,224         1,260        1,298        1,350        1,404        1,460        1,519 
  Reserves:                            7,506         7,731        7,963        8,282        8,613        8,957        9,316 
                                    --------      --------     --------     --------     --------     --------     -------- 
TOTAL OPERATING EXPENSES             119,317       122,309      125,333      129,628      134,444      139,298      144,102 
                                    --------      --------     --------     --------     --------     --------     -------- 
NET OPERATING INCOME                 785,469       786,189      784,601      787,945      805,093      816,850      819,532 
                                    --------      --------     --------     --------     --------     --------     -------- 
LEASING & CAPITAL COSTS
  Tenant Improvements                                             7,638       26,960       11,118                           
  Leasing Commissions                                3,720        6,652       18,172        9,785        4,310              
                                    --------      --------     --------     --------     --------     --------     -------- 
TOTAL LEASING & CAPITAL COSTS                        3,720       14,290       45,132       20,903        4,310              
                                    --------      --------     --------     --------     --------     --------     -------- 
CASH FLOW BEFORE DEBT SERVICE       $785,469      $782,469     $770,311     $742,813     $784,190     $812,540     $819,532 
  & INCOME TAX                      ========      ========     ========     ========     ========     ========     ======== 
</TABLE>


                                      Year 8      Year 9     Year 10    Year 11
For the Years Ending                Jul-2005    Jul-2006    Jul-2007   Jul-2008
                                    --------    --------    --------   --------
POTENTLAL GROSS REVENUE
  Base Rental Revenue               $871,473    $919,036    $986,285   $989,336
  Absorption & Turnover Vacancy       (6,893)    (41,288)     (6,003)
                                    --------   ---------   ---------  ---------
  Scheduled Base Rental Revenue      864,580     877,748     980,282    989,336

  Expense Reimbursement Revenue
    Management Fee:                    7,388       8,891      13,993     14,701
    Real Estate Taxes:                65,900      66,460      70,734     74,451
    Property Insurance:               15,730      15,866      16,885     17,772
    CAM - Common Area Maintenance     31,462      31,729      33,769     35,543
                                    --------   ---------   ---------  ---------
  Total Reimbursement Revenue        120,480     122,946     135,381    142,467

  MCI Communications                   6,964       7,243       7,532      7,834
                                    --------   ---------   ---------  ---------
TOTAL POTENTIAL GROSS REVENUE        992,024   1,007,937   1,123,195  1,139,637
  General Vacancy                    (17,819)     (6,138)    (22,444)   (28,907)
                                    --------   ---------   ---------  ---------
EFFECTIVE GROSS REVENUE              974,205   1,001,799   1,100,751  1,110,730
                                    --------   ---------   ---------  ---------
OPERATING EXPENSES
  Management Fee:                     24,355      25,045      27,519     27,768
  Real Estate Taxes:                  66,162      68,809      71,561     74,424
  Property Insurance:                 15,794      16,425      17,082     17,766
  CAM - Common Area Maintenance:      31,587      32,851      34,165     35,531
  Administration:                      1,579       1,643       1,708      1,777
  Reserves:                            9,688      10,076      10,479     10,898
                                    --------   ---------   ---------  ---------
TOTAL OPERATING EXPENSES             149,165     154,849     162,514    168,164
                                    --------   ---------   ---------  ---------
NET OPERATING INCOME                 825,040     846,950     938,237    942,566
                                    --------   ---------   ---------  ---------
LEASING & CAPITAL COSTS
  Tenant Improvements                 12,275      83,831       5,110
  Leasing Commissions                 10,717      60,937       9,539
                                    --------   ---------   ---------  ---------
TOTAL LEASING & CAPITAL COSTS         22,992     144,768      14,649
                                    --------   ---------   ---------  ---------
CASH FLOW BEFORE DEBT SERVICE       $802,048    $702,182    $923,588   $942,566
  & INCOME TAX                      ========   =========   =========  =========


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 128
<PAGE>

                                          Discounted Cash Flow Reversion Summary
- --------------------------------------------------------------------------------
Software      : ARGUS Ver. 7.0.01
File          : chicot_c                         
Property Type : Retail                           
Portfolio     : Merrill Lynch Mortgage Capital   

                         Chicot Crossing Shopping Cente
                         3419 - 3517 Denny Avenue/US-90
                          Pascgoula, Mississippi 39581
                           PROSPECTIVE PROPERTY RESALE

<TABLE>
<CAPTION>
                                 Year 1        Year 2       Year 3       Year 4       Year 5       Year 6       Year 7        Year 8
For the Years Ending           Jul-1998      Jul-1999     Jul-2000     Jul-2001     Jul-2002     Jul-2003     Jul-2004      Jul-2005
                               --------      --------     --------     --------     --------     --------     --------      --------
<S>                            <C>           <C>          <C>          <C>          <C>          <C>          <C>           <C>     
RESALE AMOUNT
  Gross Proceeds from Sale                                                                                                          
  Commissions & Other Costs                                                                                                         
                               --------      --------     --------     --------     --------     --------     --------      --------
NET PROCEEDS FROM SALE                                                                                                              
                               ========      ========     ========     ========     ========     ========     ========      ========
</TABLE>


                                 Year 9      Year 10
For the Years Ending           Jul-2006     Jul-2007
                               --------    ----------
RESALE AMOUNT
  Gross Proceeds from Sale                 $8,976,819
  Commissions & Other Costs                  (359,073)
                               --------    ----------
NET PROCEEDS FROM SALE                     $8,617,746
                               ========    ==========


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 129
<PAGE>

                                              Discounted Cash Flow Value Summary
- --------------------------------------------------------------------------------
Software      : ARGUS Ver. 7.0.01
File          : chicot_c                                      
Property Type : Retail                                        
Portfolio     : Merrill Lynch Mortgage Capital                

                         Chicot Crossing Shopping Cente
                         3419 - 3517 Denny Avenue/US-90
                          Pascgoula, Mississippi 39581
                            PROSPECTIVE PRESENT VALUE
               Cash Flow Before Debt Service plus Property Resale
   Discounted Annually (End-point on Cash Flow & Resale) over a 10-Year Period

<TABLE>
<CAPTION>
 For the    Discounted     Discounted Resale       Total         Total            Cash Flow          Resale
Discount     Cash Flow       @ 10.50% Cap       Discounted       Value          Contribution      Contribution
  Rates     Before Debt       Before Debt          Value       per SqFt          Before Debt       Before Debt
- --------    -----------    -----------------    ----------     --------         ------------      ------------
<S>         <C>               <C>               <C>              <C>                <C>               <C>   
  11.00%    $4,637,592        $3,035,036        $7,672,628       $62.71             60.44%            39.56%
</TABLE>


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 130
<PAGE>

                                                INCOME CAPITALIZATION APPROACH -
                                                                  RECONCILIATION
- --------------------------------------------------------------------------------

Introduction

      The direct capitalization and discounted cash flow analysis are the two
most frequently utilized methods in appraisal practice. The Direct
Capitalization Method represents the more traditional method and the Discounted
Cash Flow Analysis Method is the more current for investment grade property.

Direct Capitalization         $7,850,000

      The Direct Capitalization Method utilized stabilized gross income based on
existing lease income (if any) and vacant lease space at market rates.
Appropriate deductions from the gross income, including vacancy & credit loss
and expenses, were analyzed and supported from available data. The resulting net
operating income was capitalized based on an overall rate derived from
comparable sales presented in the Sales Comparison Approach.

Discounted Cash Flow          $7,673,000

      The Discounted Cash Flow model takes into account the actual cash flows
that will result from the current leases (if any) as well as the future income
to the property based on current and expected future market rental rates. The
analysis also recognizes current investor perceptions of future appreciation
rates and economic factors as well as current investors' required rates of
return on invested capital. This technique is particularly useful in valuing
investment grade, multi-tenant, and/or properties with below stabilized
occupancies. The discounted cash flow analysis is less reliable for
owner-occupied properties and small income properties which are typically
purchased by less sophisticated buyers.

Reconciliation

Value Estimate Summary by Method:
      Direct Capitalization:                                $7,850,000
      Discounted Cash Flow Analysis:                        $7,673,000
            Variance:                                            2.31%

      The two methods utilized indicated a relatively narrow value range and are
generally supportive of each other. The subject's investment grade quality is
good with the most probable buyer being a sophisticated regional or national
investor. Recent investor trends reflect a tendancy of investors to focus on the
direct capitalization approach while utilizing the discounted cash flow for
additional support. In addition, a sufficient number of recent sales of similar
properties is available to derive an overall capitalization rate. Thus, most
consideration is given the direct capitalization approach.

      Therefore, the estimated value of the subject property by the income
capitalization approach, as of August 18, 1997, as follows:

Value Indicated by the Income Capitalization Approach             $7,850,000

           Implied OAR:          10.00%


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 131
<PAGE>

                                         CORRELATION AND FINAL ESTIMATE OF VALUE
================================================================================

Introduction:

      The three indications utilized in the appraisal of the subject property
falls within an acceptable range. In the final analysis, the strengths and
weaknesses of each approach must be considered and most weight must be given to
the approach or approaches with the greatest quantity and quality of supporting
data. Since market value is being sought, all three approaches rely heavily upon
supporting data from the marketplace.

Cost Approach:                              $7,710,000

General Description:                        The cost approach is most applicable
                                            when a property is new or proposed
                                            and represents the highest and best
                                            use of the site. Land values are
                                            documented in the marketplace and
                                            cost estimates are readily
                                            supported. The inherent weakness of
                                            this approach is that it gives no
                                            consideration to the
                                            income-producing capability of a
                                            property.

Analysis:                                   Given the age of the subject
                                            property, estimation of remaining
                                            economic life is difficult.

Weighted Consideration:                     Limited

Sales Comparison Approach:                  $7,800,000

General Description:                        The sales comparison approach is
                                            utilized in the valuation of the
                                            subject. The appraisal utilizes the
                                            best available and verifiable
                                            Community shopping center sales
                                            located in the southeastern region
                                            of the country. This approach
                                            utilized two methods to estimate a
                                            value range for the subject - 1)
                                            sales price per square foot and 2)
                                            the gross income multiplier (GIM).
                                            The adjusted selling price per
                                            square foot of building area and GIM
                                            of each comparable is utilized in
                                            comparison to the subject property.
                                            After appropriate adjustments, these
                                            sales were generally similar to the
                                            subject in quality, design, location
                                            and age.

Analysis:                                   A sufficient quantity and quality of
                                            comparable sales was available to
                                            compare to the subject. Since the
                                            subject's most probable buyer is a
                                            regional operator, this approach is
                                            considered most reflective of a
                                            regional or nationally owned
                                            Community shopping centers.

Weighted Consideration:                     Significant


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 132
<PAGE>

                                Correlation and Final Estimate of Value, Cont'd.
- --------------------------------------------------------------------------------

Income Capitalization Approach:             $7,850,000

General Description:                        The income capitalization approach
                                            involved the analysis of the
                                            existing rent as compared with
                                            market rent for the subject space.
                                            Additionally, a stabilized operating
                                            statement was developed. The net
                                            operating income was capitalized by
                                            the appropriate capitalization rate
                                            which was derived by sales
                                            comparison.

Analysis:                                   A sufficient quantity and quality of
                                            comparable rental and sale data was
                                            available to compare to the subject.
                                            Since the subject's most probable
                                            buyer is a regional or national
                                            operator, this approach is
                                            considered most reflective of a
                                            regional or nationally owned
                                            Community shopping center. This is
                                            considered a reasonable method of
                                            estimating value.

Weighted Consideration:                     Significant

Summary of Value Indications

Cost Approach                                                       $7,710,000
Sales Comparison approach                                           $7,800,000
Income Capitalization Approach                                      $7,850,000

Final Conclusions of Value

      In view of the previous analyses, the most weight has been placed on the
sales comparison approach, specifically the adjusted sales price per square foot
method, and income capitalization approach. The cost approach value indication
is supportive of the other two approaches. Thus, the market value of the subject
property, contingent to the Assumptions and Limiting Conditions presented
herein, as of August 18, 1997, is estimated to be:

                  Seven Million Eight Hundred Thousand Dollars
                                  ($7,800,000)

Marketing Period

Analysis:                                   The appraisers are required to
                                            clearly state the estimated
                                            marketing period required for the
                                            sale of the subject property. As
                                            discussed in the Highest and Best
                                            Use Analysis, the subject property
                                            is generally well suited as a
                                            Community shopping center property.
                                            The property is located in a
                                            developed retail area with average
                                            income demographics for Jackson
                                            County surrounding the commercial
                                            neighborhood. Occupancies in the
                                            area


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 133
<PAGE>

                                Correlation and Final Estimate of Value, Cont'd.
- --------------------------------------------------------------------------------

                                            are in excess of 90%. As evidenced
                                            in the sales comparison approach,
                                            several transactions have occurred
                                            within the past 12 months indicating
                                            buyer interest in the subject
                                            property type.

Conclusion:                                 Based on discussions with local
                                            brokers and other market evidence,
                                            it is the appraisers' opinion that
                                            an approximate 12 month period of
                                            time would be required to sell the
                                            property, if subjected to a typical
                                            marketing program and if the
                                            property were listed at a price
                                            based on the conclusion of value
                                            presented above.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 134
<PAGE>

                                                          CERTIFICATION OF VALUE
================================================================================

We certify that, to the best of our knowledge and belief, . . .

1.    The statements of fact contained in this report are true and correct.

2.    The reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions, and are our personal,
      unbiased professional analyses, opinions, and conclusions.

3.    We have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved.

4.    Our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of subsequent event.

5.    Our analyses, opinions, and conclusions were developed, and this report
      has been prepared, in conformity with the Uniform Standards of
      Professional Appraisal Practice published by the Appraisal Foundation and
      the Standards of Professional Practice of the Appraisal Institute.

6.    The use of this report is subject to the requirements of the Appraisal
      Institute relating to review by its duly authorized representatives.

7.    As of the appraisal date, James E. Lamb, MAI, has completed the
      requirements of the continuing education program of the Appraisal
      Institute.

8.    Craig A. Johnson made a personal inspection of the property that is the
      subject of this report. James E. Lamb, MAI did not inspect the subject
      property.

9.    No one provided significant professional assistance to the person(s)
      signing this report.

10.   This appraisal assignment was not based on a requested minimum valuation,
      a specific valuation, or the approval of a loan.

11.   The market value of the leased fee interest in the subject property,
      subject to the Assumptions and Limiting Conditions stated herein, as of
      August 18, 1997 is estimated to be:

                  Seven Million Eight Hundred Thousand Dollars
                                  ($7,800,000)


/s/ James E. Lamb, MAI                          /s/ Craig A. Johnson

James E. Lamb, MAI                              Craig A. Johnson
Review Appraiser                                Associate Appraiser
State Certified General                         State Certified General 
  Real Estate Appraiser                           Real Estate Appraiser
Licensee #CG-557 (Tennessee)                    Licensee #TG-431 (Mississippi)


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 135
<PAGE>

                                                                 INTRODUCTION TO
                                               SEGREGATED MARKET VALUE ESTIMATES
================================================================================

Introduction

      In addition to the appraisal of the subject total shopping center, the
client has requested additional market value estimates reflecting the
segregation of the Winn Dixie lease space from the remainder of the shopping
center. Market value estimates are provided each of the segregated sections. The
scenario assumes that the Winn Dixie can be sold separately to two different
buyers.

      The separate appraisals of the segregated parts previously described is
considered a reasonable assumption. Furthermore, the segregation of the parts is
not considered misleading for two reasons. 1) The separate ownership of an
anchor tenant within a shopping center is not an uncommon practice in the
market. As an example, Kroger stores located within shopping centers are
commonly sub-parceled and owned separately, even when the space is in-line space
and not free standing. 2) The current owner has initiated the process of
creating a separate tax parcel for the Winn Dixie store. However, the parcel
will not be officially subparceled from the original tract until the beginning
of the next fiscal tax year for the county. A separate legal description was
provided for the Winn Dixie parcel and is presented in the Addenda.

      The following two sections of the appraisal report presents the data and
analysis supporting the conclusions of market value for 1) the Winn Dixie
assuming it is sold separately from the remainder of the shopping center and 2)
the remainder of the shopping center excluding Winn Dixie. The analysis is
presented in a brief format in order that descriptions and analysis is not
replicated from the previous section representing the appraisal report of the
total shopping center. The following analysis relies heavily on the data and
analysis previously presented and must remain a part of the total shopping
center appraisal report to be fully understood by the reader.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 136
<PAGE>

                                                                    APPRAISAL OF

                                                             THE CHICOT CROSSING

                                                      WINN DIXIE (SINGLE TENANT)
================================================================================
<PAGE>

                                        SUMMARY OF IMPORTANT FACTS & CONCLUSIONS
                                                            WINN DIXIE VALUATION
================================================================================

Valuation Conclusion:
    Final Value Estimate:                   $3,500,000
      Cost Approach:                        N/A
      Sales Comparison Approach:            $3,500,000
      Income Capitalization Approach:       $3,480,000
                                         
    Comment: The cost approach is omitted because of the subject's location
    within an existing shopping center and the difficulty in allocating common
    areas shared between the two properties. In addition, buyers of single
    tenant facilities similar to the subject focus on the credit and income
    generating ability of the tenant and place virtually no emphasis on the cost
    approach, given the long term lease that typically exists.

    Estimated Marketing Period:             12 months, assuming the subject is
                                            placed on the market at the final
                                            value estimate conclusion above

    Interest Appraised:                     leased fee

    Value Estimate's Implied Units of Comparison:
      Value/SF:                             $74.00/SF
      GIM:                                  11.56x
      Overall Rate:                         8.56%

Significant Appraisal Dates:
    Date of Appraisal Report:               November 28, 1997
    Effective Date Of Appraisal:            August 18, 1997
    Date of Inspection:                     August 18, 1997

Location:
    Physical Location:                      Northeast corner of Denny
                                            Avenue/US-90 and Chicot Road, within
                                            the Chicot Crossing Shopping Center
    City:                                   Pascagoula
    County:                                 Jackson
    State:                                  Mississippi

Legal Description:
    Tax Map/Parcel:                         40206038.100 & 42110008.020

Property Description:
    Land Area:
      Acres:                                5.250
      Square Feet:                          228,690
      Zoning:                               C-1A Commercial District


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 138
<PAGE>

                                        Summary of Important Facts & Conclusions
                                                   Winn Dixie Valuation, cont'd.
- --------------------------------------------------------------------------------

    Improvements:
      Property Type:                        Retail
      Tenancy:                              Single tenant
      Size (Gross Building Area):           47,300 SF
      Size (Net Rentable Area):             47,300 SF
      Year Built:                           1970; Renovated 1996
      Current Physical Occupancy:           100%

Highest and Best Use:
    As Vacant:                              Hold for investment and/or
                                            development as a retail services
                                            use.

    As Improved:                            Continued use as single tenant
                                            retail anchor space.

Estimated Income Operating Data:
    Gross Potential Income:                 $302,721
    Occupancy at Date of Appraisal:         100%
    Stabilized Vacancy:                     0%
    Net Operating Income:                   $299,694


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 139
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 1:
- --------------------------------------------------------------------------------

PROJECT DATA

           Comp_Code:   226

        Project Name:   Winn Dixie Gulfport

            Location:   1444 E. Pass Road; N/s of Pass Road, approximately 400' 
                        east of Lorraine Road, Gulfport, MS

              County:   Harrison

             Grantor:   Pass Road Associates

             Grantee:   Cobb Investment


PROPERTY DATA

             Net Rentable Area (SF):   48,466

                          Land Size:   5.446 Acres

                Land/Building Ratio:   4.9/1

                         Year Built:   1996

                          Occupancy:   100%

                       Construction:   1 story masonry

                          Condition:   New

                     Anchor Tenants:   Winn Dixie (single tenant)

Date of Sale:     08/23/96              Book/Page:   1346 / 128

Map(s):                   1010F-02

Parcel(s):                028.00

TRANSACTION DATA

Actual Consideration:   $4,345,000               Cash Equivalent:   $4,345,000

Financing:              Cash to seller

First Mortgage:         $0

Other Mortgages:        $0

Total Mortgages:        $0                          Actual Equity:   $4,345,000

Verified By:            Grantee through local appraiser


- --------------------------------------------------------------------------------
(C)1994 Huber & Lamb Appraisal Group, Inc.                              Page 140
<PAGE>

                                    Retail Center Sale Comparable No. 1, cont'd.
- --------------------------------------------------------------------------------

      OPERATING DATA:               Total $         Per SF        % of GAI

   Gross Annual Income:            $374,908          $7.74         100.00%
                                                                   
          Less Vacancy:                  $0          $0.00           0.00%
                                   --------          -----         ------ 
Effective Gross Income:            $374,908          $7.74         100.00%
                                                                   
         Less Expenses:             ($3,749)        ($0.08)         -1.00%
                                   --------          -----         ------ 
  Net Operating Income:            $371,159          $7.66          99.00%
                                                                   
          Debt Service:                  $0          $0.00           0.00%
                                   --------          -----         ------ 
             Cash Flow:            $371,159          $7.66          99.00%


      UNITS OF COMPARISON           Actual
      
                     GIM:           11.59

           Effective GIM:           11.59

            Overall Rate:            8.54%

         Equity Dividend:            8.54%

      Sales Price Per SF:          $89.65

COMMENTS:   The building was completed on August 22, 1996 or one day prior to
            closing. The 48,466 SF consists of 44,000 SF of sales area, 1,060 SF
            entrance area, 1,500 SF receiving room and 1,906 SF of miscellaneous
            rear annex area. The lease was reported to be a typically structured
            Winn Dixie lease, or a NNN expense recovery, 20 year term with no
            rent escalations and the tenant responsible for structural
            maintenance. The expenses only include a 1%
            management/administrative fee and do not include a reserve. The
            reserve expense was excluded since the tenant is responsible for
            structural maintenance.


- --------------------------------------------------------------------------------
(C)1994 Huber & Lamb Appraisal Group, Inc.                              Page 141
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 2:
- --------------------------------------------------------------------------------

PROJECT DATA

           Comp_Code:   225

        Project Name:   Winn Dixie Transmitter Crossing

            Location:   South corner of Transmitter Road and US-231, 
                        Panama City, FL

              County:   Bay

             Grantor:   Transmitter Crossing, LLC

             Grantee:   West Pointe Properties

PROPERTY DATA

             Net Rentable Area (SF):   47,000

                          Land Size:   7.00 Acres

                Land/Building Ratio:   6.5/1

                         Year Built:   1996

                          Occupancy:   100%

                       Construction:   1 story masonry

                          Condition:   New

                     Anchor Tenants:   Winn Dixie (single tenant)

Date of Sale:  07/09/97                      Book/Page:   N / A

Map(s):         119

Parcel(s):      09

TRANSACTION DATA

Actual Consideration:     $4,355,000              Cash Equivalent:   $4,355,000

Financing:                Cash to seller

First Mortgage:           $0

Other Mortgages:          $0

Total Mortgages:          $0                        Actual Equity:   $4,355,000

Verified By:              Paul Strempel (205-988-5513)


- --------------------------------------------------------------------------------
(C)1994 Huber & Lamb Appraisal Group, Inc.                              Page 142
<PAGE>

                                    Retail Center Sale Comparable No. 2, cont'd.
- --------------------------------------------------------------------------------

        OPERATING DATA:           Total $         Per SF          % of GAI

   Gross Annual Income:          $377,778          $8.04           100.00%
                                                                 
          Less Vacancy:                $0          $0.00             0.00%
                                 --------         ------           ------
Effective Gross Income:          $377,778          $8.04           100.00%
                                                                 
         Less Expenses:           ($3,778)        ($0.08)           -1.00%
                                 --------         ------           ------
  Net Operating Income:          $374,000          $7.96            99.00%
                                                                 
          Debt Service:                $0          $0.00             0.00%
                                 --------         ------           ------
             Cash Flow:          $374,000          $7.96            99.00%


      UNITS OF COMPARISON           Actual

                     GIM:           11.53

           Effective GIM:           11.53

            Overall Rate:            8.59%

         Equity Dividend:            8.59%

      Sales Price Per SF:          $92.66


COMMENTS:   The Winn Dixie is part of the Transmitter Crossing Shopping Center
            on the east side of Panama City. The lease structure was reported to
            have no rent escalations over the 20 year term and NNN expense
            recovery. The tenant is responsible for structural maintenance. The
            only expense included in the operating statement was a
            management/administration charge of 1% of rental income. No reserves
            expense was recognized because the tenant is responsible for
            structural maintenance.


- --------------------------------------------------------------------------------
(C)1994 Huber & Lamb Appraisal Group, Inc.                              Page 143
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 3:
- --------------------------------------------------------------------------------

PROJECT DATA

          Comp_Code:   196

       Project Name:   Bruno's of Bellevue

           Location:   7604 US-70S; NW quadrant of US-70S and Sawyer Brown Road,
                       Bellevue Center Mall Ring Road, Nashville, TN

             County:   Davidson

            Grantor:   Bruno's Inc.

            Grantee:   New York Life Insurance Company

PROPERTY DATA

             Net Rentable Area (SF):   54,858

                          Land Size:   6.40

                Land/Building Ratio:   5.08/1

                         Year Built:   1996

                          Occupancy:   100%

                       Construction:   Steel frame and concrete block with brick

                          Condition:   Excellent

                     Anchor Tenants:   Bruno's (single tenant)

Date of Sale:    04/25/97                 Book/Page:  10438 / 524

Map(s):            142

Parcel(s):         299



TRANSACTION DATA

Actual Consideration:     $7,338,666               Cash Equivalent:   $7,338,666



Financing:                All cash to seller

First Mortgage:           $0

Other Mortgages:          $0

Total Mortgages:          $0                         Actual Equity:   $7,338,666

Verified By:              Ted Anglyn, New York Life


- --------------------------------------------------------------------------------
(C)1994 Huber & Lamb Appraisal Group, Inc.                              Page 144
<PAGE>

                                    Retail Center Sale Comparable No. 3, cont'd.
- --------------------------------------------------------------------------------

        OPERATING DATA:           Total $         Per SF          % of GAI

   Gross Annual Income:          $660,480         $12.04           100.00%
                                                                 
          Less Vacancy:                $0          $0.00             0.00%
                                 --------         ------           ------
Effective Gross Income:          $660,480         $12.04           100.00%
                                                                 
         Less Expenses:           ($6,605)        ($0.12)           -1.00%
                                 --------         ------           ------
  Net Operating Income:          $653,875         $11.92            99.00%
                                                                 
          Debt Service:                $0          $0.00             0.00%
                                 --------         ------           ------
             Cash Flow:          $653,875         $11.92            99.00%


UNITS OF COMPARISON                 Actual

                     GIM:           11.11

           Effective GIM:           11.11

            Overall Rate:            8.91%

         Equity Dividend:            8.91%

      Sales Price Per SF:         $133.78


COMMENTS:   The sale represents a sale-lease back. The 25 year lease is absolute
            net and the buyer only recognized administative/management expense
            at 1% of income. No vacancy was charged. Income escalates 2.5% every
            5 years. The building is the new prototype grocery store for
            Bruno's. The new Bruno's is an upscale, good quality grocery store.
            The property is located on an outparcel of the Bellevue Center mall
            in southwest Nashville-Davidson County. The Bellevue community is a
            middle to upper middle income neighborhood. Mr. Anglyn indicated
            that the overall rate is a


- --------------------------------------------------------------------------------
(C)1994 Huber & Lamb Appraisal Group, Inc.                              Page 145
<PAGE>

                                    Retail Center Sale Comparable No. 3, cont'd.
- --------------------------------------------------------------------------------

            little aggressive, particularly for a BBB credit like Bruno's.
            However, the buyer considered the location to be very good. The sale
            represented deferred tax free exhchange for the buyer.


- --------------------------------------------------------------------------------
(C)1994 Huber & Lamb Appraisal Group, Inc.                              Page 146
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 4:
- --------------------------------------------------------------------------------

PROJECT DATA

           Comp_Code:   182

        Project Name:   Payless Shoesource

            Location:   2840 Bartlett Blvd, Bartlett, TN

              County:   Shelby

             Grantor:   Payless Shoesource, Inc.

             Grantee:   Gemtone, Inc.


PROPERTY DATA

      Net Rentable Area (SF):   4,576

                   Land Size:   .636 / 27,704SF

         Land/Building Ratio:   6:1

                  Year Built:   1996

                   Occupancy:   Good

                Construction:   Masonry

                   Condition:   100%

              Anchor Tenants:   Payless Shoes

Date of Sale:      05/06/96              Book/Page:   FW / 7620

Map(s):              N/A

Parcel(s):

TRANSACTION DATA

Actual Consideration:    $766,857                  Cash Equivalent:   $766,857

Financing:               Cash to seller

First Mortgage:          $0

Other Mortgages:         $0

Total Mortgages:         $0                          Actual Equity:   $766,857

Verified By:             Terry Lynch, Developer


- --------------------------------------------------------------------------------
(C)1994 Huber & Lamb Appraisal Group, Inc.                              Page 147
<PAGE>

                                    Retail Center Sale Comparable No. 4, cont'd.
- --------------------------------------------------------------------------------

        OPERATING DATA:            Total $         Per SF          % of GAI

   Gross Annual Income:            $73,216         $16.00           100.00%
                                                                   
          Less Vacancy:                 $0          $0.00             0.00%
                                   -------         ------           ------
Effective Gross Income:            $73,216         $16.00           100.00%
                                                                   
         Less Expenses:            ($2,000)        ($0.44)           -2.73%
                                   -------         ------           ------
  Net Operating Income:            $71,216         $15.56            97.27%
                                                                   
          Debt Service:                 $0          $0.00             0.00%
                                   -------         ------           ------
             Cash Flow:            $71,216         $15.56            97.27%
                                                            

      UNITS OF COMPARISON          Actual

                     GIM:           10.47

           Effective GIM:           10.47

            Overall Rate:            9.29%

         Equity Dividend:            9.29%

      Sales Price Per SF:         $167.58

COMMENTS:   This property consists of a free-standing Payless Shoe store that
            was a build-to-suit. The building was sold and was then leased back
            to the tenant for an initial lease rate of $16.00/SF on an absolute
            net basis. Good location in the heart of Bartlett commercial
            district. Land value was estimated at $300,000. Front footage is
            653' on Bartlett Blvd.


- --------------------------------------------------------------------------------
(C)1994 Huber & Lamb Appraisal Group, Inc.                              Page 148
<PAGE>

                              COMPARABLE SALES MAP

                                [GRAPHIC OMITTED]


- --------------------------------------------------------------------------------
(C)1994 Huber & Lamb Appraisal Group, Inc.                              Page 149
<PAGE>

                                            SALES COMPARISON APPROACH - ANALYSIS
                                                                      WINN DIXIE
================================================================================

Comparable Improved Sales Summary

================================================================================
Sale No.         Subject              1             2            3             4
- --------------------------------------------------------------------------------
Name/Address                 Winn Dixie   Winn Dixie    Bruno's of    Payless
                             Gulfport     Transmitter   Bellevue      Shoesource
                                          Crossing
- --------------------------------------------------------------------------------
Sale Date           Current    08/23/96     07/09/97     04/25/97     05/06/96
- --------------------------------------------------------------------------------
Year Built           1970;         1996         1996         1996         1996
                 Renovated
                      1996
- --------------------------------------------------------------------------------
Occupancy              100%         100%         100%         100%         100%
- --------------------------------------------------------------------------------
Size(SF)            47,300       48,466       47,000       54,858        4,576
- --------------------------------------------------------------------------------
% Credit/ Anchor       100%          42%          71%          83%          72%
- --------------------------------------------------------------------------------
SP/SF                  N/A       $89.65       $92.66      $133.78      $167.58
- --------------------------------------------------------------------------------
NOI/SF               $6.34        $7.66        $7.96       $11.92       $15.56
- --------------------------------------------------------------------------------
GIM                    N/A        11.59        11.53        11.11        10.47
- --------------------------------------------------------------------------------
NOI/GPI              99.00%       99.00%       99.00%       99.00%       97.27%
================================================================================

Note: All transaction data in the chart reflects cash equivalency and/or other
      adjustments applied in the comparable sale summary sheets.

Comparison of Important Factors Affecting SP/SF

      All property characteristics of the comparable sales and the subject
property have been analyzed by the appraisers. The following summarizes the
comparison of primary factors of the comparable sales affecting value as
compared to the subject.

Subject:
       Primary Negative Factors:   Lower rental rate prior to adjustments; none 
                                   after adjustments
       Primary Positive Factors:   Tenant credit

Sale No. 1 - Winn Dixie Gulfport (Gulfport, MS):
       Inferior Factors
         Compared to Subject:      None
       Superior Factors
         Compared to Subject:      Higher NOI/SF
       Overall Comparison
         to Subject:               Superior before adjustments; similar after
                                   adjustments


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 150
<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
- --------------------------------------------------------------------------------

Sale No. 2 - Winn Dixie Transmitter Crossing (Panama City, FL):
       Inferior Factors
         Compared to Subject:        None
       Superior Factors
         Compared to Subject:        Higher NOI/SF
       Overall Comparison
         to Subject:                 Superior before adjustments; similar after
                                     adjustments

Sale No. 3 - Bruno's of Bellevue (Nashville, TN):
       Inferior Factors
         Compared to Subject:        Tenant credit
       Superior Factors
         Compared to Subject:        Higher NOI/SF
       Overall Comparison
         to Subject:                 Superior before adjustments; inferior after
                                     adjustments

Sale No. 4 - Payless Shoesource (Memphis, TN):
       Inferior Factors
         Compared to Subject:        Tenant credit
       Superior Factors
         Compared to Subject:        Higher NOI/SF
       Overall Comparison
         to Subject:                 Superior before adjustments; inferior after
                                     adjustments

Most Comparable Sales:               Nos. 1 and 2

      Comment: Sale Nos. 1 and 2 are most similar because they are Winn Dixie
sales located in similar coastal towns as the subject.

Sale Price Per Square Foot Method

NOI/SF Adjustment Analysis

Sale No.      NOI/SF          SP/SF           Multiplier        Adj. SP/SF
- --------      ------          -----           ----------        ----------

    Subj.      $6.34          ----               ----              ----
                                            
      1        $7.66         $89.65             0.8272            $74.16
                                            
      2        $7.96         $92.66             0.7960            $73.76
                                            
      3       $11.92        $133.78             0.5315            $71.10
                                            
      4       $15.56        $167.58             0.4072            $68.24
                                           
            Note: Above chart is sorted based on ascending NOI/SF's.
   
      Comments/Analysis: Sale Nos. 1 and 2 are the most similar to the subject
as previously discussed. Based on the adjusted sale price per square foot of the
previously identified most comparable sales, the indicated market value per
square foot range for the subject property is $71.00 to $74.00. The calculations
are presented as follows.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 151
<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
- --------------------------------------------------------------------------------

                            SP/SF Method Calculations

                                                    Value Est.,
                      Size          SP/SF Est.        Rounded

                    47,300 SF   x    $71.00    =    $3,360,000
                    
                    47,300 SF   x    $74.00    =    $3,500,000
                    
Gross Income Multiplier Method

                            NOI/GPI to GIM Comparison

                   Sale No.        NOI/GPI %          GIM
                   --------        ---------          ---
                      4             97.27%           10.47
                      3             99.00%           11.11
                      1             99.00%           11.59
                    Subj.           99.00%           ----
                      2             99.00%           11.53

            Note: Above chart is sorted based on ascending NOI/GPI's.

      Comment/Analysis: Sale Nos. 1 and 2 are the most similar to the subject as
previously discussed. Based on the comparison in the previous chart and
considering the general characteristics of the transactions as compared to the
subject previously discussed, the subject's GIM should slightly above Sale No. 3
and similar to Sale Nos. 1 and 2. Thus, the GIM range estimated for the subject
is 11.10x to 11.60x after considering the factors noted above. The calculations
for this method are presented below.

                                GIM Calculations

                                                    Value Est.,
                    Gross Inc.      GIM Est.          Rounded

                     $302,721   x    11.10     =    $3,360,000
                   
                     $302,721   x    11.60     =    $3,510,000


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 152
<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
- --------------------------------------------------------------------------------

Sales Comparison Approach - Reconciliation

                             Summary of Value Ranges

                    Method                Value Range             
                               ---------------------------------
                    
                    SP/SF:       $3,360,000    to   $3,500,000
                    
                    GIM:         $3,360,000    to   $3,510,000
                    

      Comment/Analysis: The indicated value ranges are relatively narrow and
supportive of each other. The most comparable sales tend to support the extreme
upper end of the value range for the subject property.

      As a result, the value estimate as indicated by the sale comparison
approach, is reconciled as follows.

Sales Comparison Approach Value Estimate:    $3,500,000

      Implied SP/SF:                             $74.00

      Implied GIM:                                11.56


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 153
<PAGE>

                                                  INCOME CAPITALIZATION APPROACH
================================================================================

Analysis of Potential Income

                       Subject Existing Rent Roll Summary

<TABLE>
<CAPTION>
===========================================================================================================
                                                             Lease
                                          Lease     Lease     Term                    Lease
 Suite #  Tenant             Size (SF)    Begin      End     (Yrs.)     Rent/SF        Type     Annual Rent
- -----------------------------------------------------------------------------------------------------------
<S>       <C>                 <C>         <C>       <C>        <C>       <C>         <C>         <C>     
    1     Winn-Dixie #573     47,300      04/96     03/16      20        $6.40       Absolute    $302,721
                                                                                     Net
===========================================================================================================
</TABLE>

      Comment: The subject lease is an absolute net lease in which the tenant is
responsible for all expenses including the structural maintenance/reserves for
the property through the 20 year lease term. In addition, the lease has a
non-terminability clause indicating the tenant must continue to pay rent even in
the event of casualty loss or condemnation loss.

Analysis of Expenses

Vacancy & Collection Loss
       Subject Data:
           Tenancy:                         Single Tenant
           Current Occupancy:               100%

       Analysis:                            Based on a review of the market data
                                            above as well as the subject's
                                            current vacancy and tenant credit, a
                                            vacancy and collection loss of 0% is
                                            considered appropriate over the
                                            holding period. The lease is a 20
                                            year lease with a 19 year remaining
                                            term and there will be no tenant
                                            turnover. The credit of the tenant
                                            is considered to be good. The
                                            treatment of the subject vacancy
                                            must be the same as the vacancy
                                            treatment of the sales in order to
                                            derive the same type of calculated
                                            net operating income for
                                            capitalization purposes. The
                                            comparable sales utilized 0%
                                            vacancy.

Estimated Vacancy &
         Collection Loss:                   0%

Management:
       Expense Description:                 The subject must be considered as an
                                            investment under prudent management.
                                            A charge is made to reflect either
                                            the owner's input of time and
                                            attention or that of a professional
                                            agent. The expense would include the
                                            collection of rents, supervision of
                                            all maintenance, etc.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 154
<PAGE>

                                         Income Capitalization Approach, cont'd.
- --------------------------------------------------------------------------------

       Analysis:                            The proforma annual management fee
                                            for the subject property is 1.0% of
                                            the Effective Gross Income. This
                                            reflects the owners time and expense
                                            for bookkeeping and other minimal
                                            management and administrative
                                            expenses since it is considered a
                                            long-term, absolute net lease.

       Estimated Management:                1.0%

Reserves:
       Expense Description:                 A reserves or replacement allowance
                                            provides for the periodic
                                            replacement of building components
                                            that wear out more rapidly than the
                                            building itself and must be replaced
                                            periodically during the building's
                                            economic life. Examples of these
                                            components are roof cover, HVAC
                                            compressors, parking areas and other
                                            site improvements.

       Analysis:                            The reserves expense estimate is
                                            based primarily on the typical
                                            expense recognized by buyers as
                                            compared to a calculated type
                                            estimate. The subject has an
                                            absolute net lease which states that
                                            the tenant will be responsible for
                                            all structural maintenance including
                                            all structural components such as
                                            roof, exterior walls, HVAC,
                                            landscaping, parking areas and all
                                            site improvements. Based upon the
                                            age and condition of the property
                                            and typical buyer actions for this
                                            type of investment, no reserves
                                            expense is applied. This is
                                            consistent with the comparable Winn
                                            Dixie sales presented in this
                                            report.

       Estimated Reserves:                  $0.00/SF

Estimated Expense Summary

                                   Management         1.0%     EGI    =   $3,027
                         
                                   Taxes:            $0.00     /SF    =       $0
                         
                                   Insurance:        $0.00     /SF    =       $0
                         
                                   CAM:              $0.00     /SF    =       $0
                         
                                   Administration:   $0.00     /SF    =       $0
                         
                                   Reserves*:        $0.00     /SF    =       $0
                                                     -----                ------
                         Subtotal Expenses:          $0.06     /SF    =   $3,027


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 155
<PAGE>

WINN-DIXIE - STABILIZED OPERATING STATEMENT
================================================================================

================================================================================
Gross Rental Income Potential:

                                             Lease
                           Size (SF)          Rate
                           ---------          ----
   Anchors                  47,300   @      $6.40 /SF     =            $302,721
   Local Shop Space              0   @        ERR /SF     =                  $0
                            ------          -----                      --------
   Gross Rent Income        47,300   @      $6.40 /SF     =            $302,721
(See Rent Roll for Rent Allocation)

Plus: Expense Recovery
   Anchor @       NNN                                                        $0
   Local Shop @   NNN                                                        $0
                                                                             --
   Total Expense Recovery                                                    $0
                                                                             
Total Income By Tenant Type Classification                             
   Anchor @                                                            $302,721
   Local Shop @                                                              $0
                                                                       --------
Total Gross Annual Income:                                             $302,721

Less: Vacancy/Collection Loss
   Anchor Income @                                  0%                       $0
   Local Shop Income @                              0%                       $0 
                                                                       --------
Effective Gross Income:                                                $302,721

Less Expenses

   Management              1.0%  EGI =         $3,027
   Taxes:                  $0.00 /SF =             $0
   Insurance:              $0.00 /SF =             $0
   CAM:                    $0.00 /SF =             $0
   Administration:         $0.00 /SF =             $0
   Reserves*:              $0.00 /SF =             $0
                           -----             --------
Subtotal Expenses:         $0.06 /SF =         $3,027                   ($3,027)
                                                                       --------
Net Operating Income:                                                  $299,694
                                                                       ========

   NOI/SF:                 $6.34
   NOI/Gross Income        99.00%

* Note: Expense item calculated on Alternative SF

                            CAPITALIZATION TECHNIQUE
           =======================================================
              NOI      /           OAR           =  Value Estimate
           $299,694    /           8.60%         =    $3,484,811

           Current Stabilized Value Estimate          $3,480,000
           Less: Deferred Maintenance                          0
           Less: Lease-Up Costs to Stabilization               0
                                                               -
           As Is Value Estimate                       $3,480,000


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 156
<PAGE>

                                         Income Capitalization Approach, cont'd.
- --------------------------------------------------------------------------------

Analysis of Direct Capitalization

                      Improved Sales' Overall Rate Summary

<TABLE>
<CAPTION>
=====================================================================================
Sale No.                 Subject            1             2            3            4
- -------------------------------------------------------------------------------------
<S>              <C>               <C>          <C>           <C>          <C>  
                                                 Winn Dixie
Name/Address                       Winn Dixie   Transmitter   Bruno's of     Payless
                                     Gulfport      Crossing    Bellevue    Shoesource
- -------------------------------------------------------------------------------------
Sale Date                Current     08/23/96      07/09/97     04/25/97     05/06/96
- -------------------------------------------------------------------------------------
Year Built       1970; Renovated   
                            1996         1996          1996         1996         1996
- -------------------------------------------------------------------------------------
Occupancy                   100%         100%          100%         100%         100%
- -------------------------------------------------------------------------------------
Size(SF)                  47,300       48,466        47,000       54,858        4,576
- -------------------------------------------------------------------------------------
% Credit/ Anchor            100%          42%           71%          83%          72%
- -------------------------------------------------------------------------------------
Overall Rate                 N/A         8.54%         8.59%        8.91%        9.29%
=====================================================================================
</TABLE>
                                                                           
Note:  All transaction data in the chart reflects cash equivalency and/or other
       adjustments applied in the comparable sale summary sheets.

Comparison of Important Factors Affecting OAR

      All property and conditions of sale characteristics of the comparable
sales and the subject property have been analyzed by the appraisers. The
following summarizes the comparison of primary factors of the comparable sales
affecting value as compared to the subject.

      Note: The reader is reminded that this is a comparison of overall rates
and not the sales price per square foot. Therefore, the terms of comparison to
the subject of each sale may be different than those used in the previously
presented Sales Comparison Approach, which was based on the quantity of income
and subsequent adjustments to the sales price per square foot. While the overall
rate recognizes physical factors, intangible factors such as quality of tenants,
conditions of sale, occupancy at time of sale, and investment quality tend to
have stronger influence on the overall rate comparison. As an example, two
properties with different locations and quality of improvements may have
significantly different per square foot sales prices, but very similar overall
rates. Thus, the comparison to the subject includes the intangible factors
influencing overall rates.

Subject:
       Primary Negative Factors:    None
       Primary Positive Factors:    Tenant credit

Most Comparable Sales:              Nos. 1 and 2


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 157
<PAGE>

                                         Income Capitalization Approach, cont'd.
- --------------------------------------------------------------------------------

      Comment/Analysis: All of the sales are single tenant facilities with long
term leases. Sale Nos. 1 and 2 are considered most comparable because they are
Winn Dixie properties with similar lease structures and obviously similar
credit. Sale Nos. 3 and 4 have inferior credit tenants. Based on the relatively
narrow range indicated by the most comparable sales, the appropriate overall
rate for the subject is 8.60%.

Concluded OAR:               8.60%

Discounted Cash Flow

      This technique is omitted because sufficient market data is available to
derive an overall rate. Furthermore, the subject lease is a flat rate lease
throughout the term of the lease, which is the same as the most comparable
sales. Thus, given the numerous forecasts and assumptions required by the
discounted cash flow, the direct capitalization technique would be given the
most weight in the reconciliation of the value between the two techniques.

      However, the value estimate derived by the direct capitalization technique
yields a 10% internal rate of return (IRR), or discount rate. This is considered
a very reasonable IRR in comparison to other similar quality single tenant
investments.

Income Capitalization Approach Reconciliation

Value Estimate Summary by Method:
      Direct Capitalization:                                $3,480,000
      Discounted Cash Flow Analysis:                           Omitted

      Therefore, the estimated value of the subject property Winn Dixie by the
income capitalization approach, assuming it has been sub-parceled and sold
separate from the remainder of the shopping center, as of August 18, 1997, is as
follows:

Value Indicated by the Income Capitalization Approach                $3,480,000

      Implied OAR:                     8.61%


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 158
<PAGE>

                                         CORRELATION AND FINAL ESTIMATE OF VALUE
                                                            WINN DIXIE VALUATION
================================================================================

Introduction:

      The two indications utilized in the appraisal of the subject property
falls within an acceptable range. In the final analysis, the strengths and
weaknesses of each approach must be considered and most weight must be given to
the approach or approaches with the greatest quantity and quality of supporting
data. Since market value is being sought,both approaches rely heavily upon
supporting data from the marketplace.

Cost Approach:                              Omitted

Analysis:                                   The cost approach is omitted because
                                            of the subject's location within an
                                            existing shopping center and the
                                            difficulty in allocating common
                                            areas shared between the two
                                            properties. In addition, buyers of
                                            single tenant facilities similar to
                                            the subject focus on the credit and
                                            income generating ability of the
                                            tenant and place virtually no
                                            emphasis on the cost approach, given
                                            the long term lease that typically
                                            exists.

Weighted Consideration:                     Omitted

Sales Comparison Approach:                  $3,500,000

General Description:                        The sales comparison approach is
                                            utilized in the valuation of the
                                            subject. The appraisal utilizes the
                                            best available and verifiable Single
                                            Tenant Retail property sales located
                                            in the southeastern region of the
                                            country. This approach utilized two
                                            methods to estimate a value range
                                            for the subject - 1) sales price per
                                            square foot and 2) the gross income
                                            multiplier (GIM). The adjusted
                                            selling price per square foot of
                                            building area and GIM of each
                                            comparable is utilized in comparison
                                            to the subject property. After
                                            appropriate adjustments, these sales
                                            were generally similar to the
                                            subject in quality, design, location
                                            and age.

Analysis:                                   A sufficient quantity and quality of
                                            comparable sales was available to
                                            compare to the subject. Since the
                                            subject's most probable buyer is a
                                            regional or national investor, this
                                            approach is considered most
                                            reflective of a regional or
                                            nationally owned Retail.

Weighted Consideration:                     Significant


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 159
<PAGE>

                                Correlation and Final Estimate of Value, Cont'd.
- --------------------------------------------------------------------------------

Income Capitalization Approach:             $3,480,000

General Description:                        The income capitalization approach
                                            involved the analysis of the
                                            existing rent as compared with
                                            market rent for the subject space.
                                            Additionally, a stabilized operating
                                            statement was developed. The net
                                            operating income was capitalized by
                                            the appropriate capitalization rate
                                            which was derived by sales
                                            comparison.

Analysis:                                   A sufficient quantity and quality of
                                            comparable rental and sale data was
                                            available to compare to the subject.
                                            Since the subject's most probable
                                            buyer is a regional or national
                                            investor, this approach is
                                            considered most reflective of a
                                            regional or nationally owned Retail.
                                            This is considered a reasonable
                                            method of estimating value.

Weighted Consideration:                     Significant

Summary of Value Indications

Cost Approach                                                        Omitted
Sales Comparison approach                                         $3,500,000
Income Capitalization Approach                                    $3,480,000

Final Conclusions of Value

      The two approaches to value yield a very narrow value range and highly
supportive of each other. In view of the previous analyses, equal weight has
been placed on the sales comparison approach and income capitalization approach.
Thus, the market value of the subject property, contingent to the Assumptions
and Limiting Conditions presented herein, particularly assuming it has been
sub-parceled and sold separate from the remainder of the shopping center, as of
August 18, 1997, is estimated to be:

                   Three Million Five Hundred Thousand Dollars
                                  ($3,500,000)

Marketing Period

Analysis:                                   The appraisers are required to
                                            clearly state the estimated
                                            marketing period required for the
                                            sale of the subject property. As
                                            discussed in the Highest and Best
                                            Use Analysis, the subject property
                                            is generally well suited as a Single
                                            Tenant Retail property. The property
                                            is located in a developed retail
                                            area with average income
                                            demographics. The property benefits
                                            from a long term lease to a good


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 160
<PAGE>

                                Correlation and Final Estimate of Value, Cont'd.
- --------------------------------------------------------------------------------

                                            credit tenant. As evidenced in the
                                            sales comparison approach, several
                                            transactions have occurred within
                                            the past 12 months indicating buyer
                                            interest in the subject property
                                            type.

Conclusion:                                 Based on discussions with local
                                            brokers and other market evidence,
                                            it is the appraisers' opinion that
                                            an approximate 12 month period of
                                            time would be required to sell the
                                            property, if subjected to a typical
                                            marketing program and if the
                                            property were listed at a price
                                            based on the conclusion of value
                                            presented above.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 161
<PAGE>

                                                                    APPRAISAL OF

                                             THE CHICOT CROSSING SHOPPING CENTER

                                                        EXCLUDING THE WINN DIXIE
================================================================================
<PAGE>

                                        SUMMARY OF IMPORTANT FACTS & CONCLUSIONS
                                                            EXCLUDING WINN DIXIE
================================================================================

Valuation Conclusion:
    Final Value Estimate:                   $4,600,000
      Cost Approach:                        $4,550,000
      Sales Comparison Approach:            $4,600,000
      Income Capitalization Approach:       $4,600,000
    Estimated Marketing Period:             12 months, assuming the subject is
                                            placed on the market at the final
                                            value estimate conclusion above

    Interest Appraised:                     leased fee

    Value Estimate's Implied Units of Comparison:
      Value/SF:                             $61.28/SF
      GIM:                                  8.61x
      Overall Rate:                         10.50%

Significant Appraisal Dates:
    Date of Appraisal Report:               November 28, 1997
    Effective Date Of Appraisal:            August 18, 1997
    Date of Inspection:                     August 18, 1997

Location:
    Address:                                3419 - 3517 Denny Avenue/US-90
    Physical Location:                      Northeast corner of Denny 
                                            Avenue/US-90 and Chicot Road
    City:                                   Pascagoula
    County:                                 Jackson
    State:                                  Mississippi

Legal Description:
    Tax Map/Parcel:                         40206038.100 & 42110008.020

Property Description:
    Land Area:
      Acres:                                7.950
      Square Feet:                          346,302
      Zoning:                               C-1A Commercial District

    Improvements:
      Property Type:                        Community shopping center
      Tenancy:                              Multi-tenant
      Size (Gross Building Area):           78,813 SF
      Size (Net Rentable Area):             75,060 SF
      Year Built:                           1970; Renovated 1996
      Current Physical Occupancy:           85%
      Occupancy Excluding Warehouse:        96%


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 163
<PAGE>

                                        Summary of Important Facts & Conclusions
                                                   Excluding Winn Dixie, cont'd.
- --------------------------------------------------------------------------------

Highest and Best Use:
    As Vacant:                              Hold for investment and/or
                                            development as a shopping center.

    As Improved:                            Continued use as a retail shopping
                                            center on a multi-tenant basis.

Estimated Income Operating Data:
    Gross Potential Income:                 $588,986
    Occupancy at Date of Appraisal:         85%
    Stabilized Vacancy:                     7% (non-anchor space only;
                                            recognizes higher vacancy of
                                            warehouse space)
    Net Operating Income:                   $483,185


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 164
<PAGE>

                                                                   COST APPROACH
================================================================================

Introduction

      The following cost approach summary utilizes the same basic data utilized
in the total shopping center analysis. However, it does recognize the exclusion
of the Winn Dixie portion of the building and related improvements. The land
value is based upon a reduction in size of land to 7.95 acres and at the same
estimated market value per square foot.

      Finally, a higher profit percentage of 15% is utilized to recognize the
higher risk of the property excluding the Winn Dixie. Winn Dixie is the largest
tenant and has significantly superior credit as compared to the remainder of the
center. Thus, a developer would require a higher profit margin to develop the
center without a good quality anchor such as Winn Dixie.

      The cost approach summary excluding Winn Dixie is presented on the
following page.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 165
<PAGE>

COST APPROACH SUMMARY - EXCLUDING WINN DIXIE
================================================================================

================================================================================
Direct Costs                                                  Marshall Valuation
                                                              Cost Estimates
                                                              ------------------

Structural Improvements
     Property Size 78,813 SF @ $39.44 /SF   =                        $3,108,135

Special Tenant Improvements*
Harco               10,125 SF @ $10.00 /SF  =                          $101,250
Goody's             27,435 SF @ $10.00 /SF  =                          $274,350
Warehouse            8,600 SF @($20.00)/SF  =                         ($172,000)

Site Improvements
Asphalt Paving     250,000 SF @ $1.50 /SF   =    $375,000
Fence                   20 LF @ $13.00 /LF  =         260
Signage & Lighting:                                15,000
Landscaping:                                       20,000
Site Preparation                                        0
Traffic Light Installation:                             0
Additional Fees & Permits                          20,000
                                                 --------
                 Subtotal Site Improvements:                            430,260
                                                                     ----------
                 Total Direct Costs:                                 $3,741,995

Indirect Costs
                 Land Loan Interest:              $29,025
                 Lease-Up Costs:                  160,200
                 Professional Fees:                50,000
                                                 --------
                   Total Indirect Costs:                               $239,225
                                                                     ----------
Total Direct and Indirect Costs:                                     $3,981,220

Entrepreneurial Profit as % of Direct/Indirect Costs,Rd.    15%         597,183
                                                                     ----------
Total Cost New of Improvements and Profit:                           $4,578,403

Less: Accrued Depreciation                                             (457,840)
                                                                     ----------
Depreciated Cost of Improvements:                                    $4,120,563

Plus: Estimated Land Value by Market Comparison:                        430,000
                                                                     ----------
Value Indicated by the Cost Approach:                                $4,550,563

                 Stabilized Value Estimate, Rounded                  $4,550,000
                 Less: Lease-Up Costs to Stabilization                        0
                                                                              -
                 Cost Approach As Is Value Estimate:                 $4,550,000

*  Note: Special Tenant Improvements reflects hard cost above $35.00/SF base
   hard cost of shell. Initial structural cost from Marshall Swift includes
   some indirect costs.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 166
<PAGE>

                                            SALES COMPARISON APPROACH - ANALYSIS
                                                                      WINN DIXIE
================================================================================

Comparable Improved Sales Summary

<TABLE>
<CAPTION>
================================================================================================
Sale No.         Subject             1              2              3             4             5
- ------------------------------------------------------------------------------------------------
<S>            <C>         <C>            <C>           <C>             <C>         <C>    
Name/Address                 Southland    Pine Valley   North Nixson    Village at    Oak Harbor
                                 Plaza       Shopping    Marketplace         Moody        Square
                              Shopping        Center,       Shopping      Shopping      Shopping
                               Center,    Wilmington,        Center,       Center,       Center,
                           Decatur, AL             NC   Chattanooga,     Moody, AL   Long Beach,
                                                                  TN                          MS
- ------------------------------------------------------------------------------------------------
Sale Date        Current      02/01/97       04/28/96       03/15/96      02/14/96      09/19/96
- ------------------------------------------------------------------------------------------------
Year Built         1970;   1970 & 1996           1990           1995          1995          1990
               Renovated                               
                    1996                               
- ------------------------------------------------------------------------------------------------
Occupancy            85%           97%           100%            96%          100%          100%
- ------------------------------------------------------------------------------------------------
Size(SF)          75,060       123,031         60,000         63,270        60,800       129,000
- ------------------------------------------------------------------------------------------------
% Credit/ Anchor     50%           42%            71%            83%           72%           95%
- ------------------------------------------------------------------------------------------------
SP/SF                N/A        $55.27         $73.33         $75.23        $73.77        $46.51
- ------------------------------------------------------------------------------------------------
NOI/SF             $6.44         $5.91          $7.33          $7.62         $7.13         $4.26
- ------------------------------------------------------------------------------------------------
GIM                  N/A          7.56           9.19           7.64          8.40          7.43
- ------------------------------------------------------------------------------------------------
NOI/GPI           90.48%        80.83%         91.87%         77.41%        81.18%        68.05%
================================================================================================
</TABLE>

Note: All transaction data in the chart reflects cash equivalency and/or other
      adjustments applied in the comparable sale summary sheets.

Comparison of Important Factors Affecting SP/SF

      The same comparable shopping center sales are utilized in this analysis as
the total shopping center valuation. The property will still benefit from the
drawing power and potential local tenant retention created by Winn Dixie;
however, the analysis must recognize the exclusion of Winn Dixie lease income
from the property, which yields a higher risk cash flow property. In addition,
the percentage of anchor decreases to 50%.

Subject:
       Primary Negative Factors:    Lower rental rate prior to adjustments; low
                                    percentage of anchor tenants
       Primary Positive Factors:    None significant

Sale No. 1 - Southland Plaza Shopping Center, Decatur, AL:
       Inferior Factors
         Compared to Subject:       Slightly lower percentage of anchor space
       Superior Factors
         Compared to Subject:       None


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 167
<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
- --------------------------------------------------------------------------------

       Overall Comparison
         to Subject:            Inferior before adjustments; slightly inferior 
                                after adjustments

Sale No. 2 - Pine Valley Shopping Center, Wilmington, NC:
       Inferior Factors
         Compared to Subject:   None
       Superior Factors
         Compared to Subject:   Superior market; Higher percentage of anchor
                                space
       Overall Comparison
         to Subject:            Superior before adjustment and after adjustments

Sale No. 3 - North Nixson Marketplace Shopping Center, Chattanooga, TN:
       Inferior Factors
         Compared to Subject:   None
       Superior Factors
         Compared to Subject:   Superior market; Higher percentage of anchor
                                space
       Overall Comparison
         to Subject:            Superior before adjustment and after adjustments

Sale No. 4 - Village at Moody Shopping Center, Moody, AL:
       Inferior Factors
         Compared to Subject:   None
       Superior Factors
         Compared to Subject:   Higher percentage of anchor space; slightly 
                                newer center
       Overall Comparison
         to Subject:            Superior before adjustment and after adjustments

Sale No. 5 - Oak Harbor Square Shopping Center, Long Beach, MS:
       Inferior Factors
         Compared to Subject:   None
       Superior Factors
         Compared to Subject:   Higher percentage of anchor space
       Overall Comparison
         to Subject:            Superior before adjustment and after adjustments

Most Comparable Sales:          No. 1

      Comment: Sale No. 1 has the most similar income and risk characteristics
as the subject, particularly considering the percentage of anchor space.
However, the subject is still slightly superior based upon the percentage of
anchor.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 168
<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
- --------------------------------------------------------------------------------

Sale Price Per Square Foot Method

NOI/SF Adjustment Analysis

Sale No.       NOI/SF          SP/SF            Multiplier          Adj. SP/SF
- --------       ------          -----            ----------          ----------
   5           $4.26           $46.51             1.5111              $70.28

   1           $5.91           $55.27             1.0892              $60.20

 Subj.         $6.44            ----               ----                ----

   4           $7.13           $73.77             0.9028              $66.60

   2           $7.33           $73.33             0.8782              $64.40

   3           $7.62           $75.23             0.8448              $63.55

            Note: Above chart is sorted based on ascending NOI/SF's.

      Comments/Analysis: Sale No. 1 is the most similar to the subject as
previously discussed. Based on the adjusted sale price per square foot of the
previously identified most comparable sales, the indicated market value per
square foot range for the subject property is $60.00 to $64.00. The calculations
are presented as follows.

                            SP/SF Method Calculations

                                                    Value Est.,
                      Size          SP/SF Est.        Rounded

                    75,060 SF   x    $60.00    =    $4,500,000
                    
                    75,060 SF   x    $64.00    =    $4,800,000
                    
Gross Income Multiplier Method

                            NOI/GPI to GIM Comparison

                   Sale No.        NOI/GPI %          GIM
                   --------        ---------          ---
                      5             68.05%            7.43
                      3             77.41%            7.64
                      1             80.83%            7.56
                      4             81.18%            8.40
                    Subj.           90.48%           ----
                      2             91.87%            9.19

            Note: Above chart is sorted based on ascending NOI/GPI's.

      Comment/Analysis: Sale No. 1 is the most similar to the subject as
previously discussed. However, the subject's NOI/GPI % is much higher because
the income utilized excludes expense recoveries. Sale No. 1's income includes
expense recoveries. Based on the comparison in the previous chart and
considering the general characteristics of the transactions as compared to the
subject previously discussed, the subject's GIM should slightly above Sale No. 4
because of lower NOI/GPI % and below


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 169
<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
- --------------------------------------------------------------------------------

Sale No. 2 because it is a superior property. Thus, the GIM range estimated for
the subject is 8.50x to 9.00x after considering the factors noted above. The
calculations for this method are presented below.

                                GIM Calculations

                                                       Value Est.,
                Gross Inc.           GIM Est.            Rounded
           
                 $534,030     x        8.50      =      $4,540,000
           
                 $534,030     x        9.00      =      $4,810,000
           
 
Sales Comparison Approach - Reconciliation

                             Summary of Value Ranges

                  Method            Value Range             
                           ---------------------------------
                  
                  SP/SF:    $4,500,000   to     $4,800,000
                  
                  GIM:      $4,540,000   to     $4,810,000
                  

      Comment/Analysis: The indicated value ranges are relatively narrow and
supportive of each other. The most comparable sale, No. 1, typically reflects
the extreme low end of the range. However, as previously noted, the subject is
slightly superior to Sale No. 1, which tends to support the middle to lower
middle portion of the value range for the subject property.

      As a result, the value estimate as indicated by the sale comparison
approach, is reconciled as follows.

Sales Comparison Approach Value Estimate:       $4,600,000

      Implied SP/SF:                                $61.28

      Implied GIM:                                    8.61


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 170
<PAGE>

                                                  INCOME CAPITALIZATION APPROACH
================================================================================

Analysis of Potential Income

                       Subject Existing Rent Roll Summary

<TABLE>
<CAPTION>
=========================================================================================================
                                                                Lease
                                             Lease     Lease     Term               Lease
 Suite #  Tenant               Size (SF)     Begin      End     (Yrs.)   Rent/SF     Type     Annual Rent
- ---------------------------------------------------------------------------------------------------------
<S>       <C>                   <C>          <C>       <C>       <C>     <C>          <C>      <C>    
    1     Winn-Dixie #573        0           04/96     03/16     20       $6.40       NNN            $0
- ---------------------------------------------------------------------------------------------------------
    2     Harco                 10,125       02/96     01/11     15       $7.00       NNN       $70,875
- ---------------------------------------------------------------------------------------------------------
    3     Carport                8,100       01/96     02/01      5       $3.58       NNN       $29,015
- ---------------------------------------------------------------------------------------------------------
    4     It's Fashion           3,000       02/96     01/01      5       $9.50       NNN       $28,500
- ---------------------------------------------------------------------------------------------------------
    5     Cato                   5,000       02/96     01/01      5       $9.50       NNN       $47,500
- ---------------------------------------------------------------------------------------------------------
    6     Goody's               27,435       04/96     03/06     10       $6.80       NNN      $186,558
- ---------------------------------------------------------------------------------------------------------
    7     Sally Beauty           1,540       10/95     09/00      5      $12.30       NNN       $18,942
- ---------------------------------------------------------------------------------------------------------
    8     Olan Mills             1,240       06/97     05/02      5       $4.35       NNN        $5,400
- ---------------------------------------------------------------------------------------------------------
    9     Rehability             4,800       12/96     01/00      5      $11.38       NNN       $54,615
- ---------------------------------------------------------------------------------------------------------
   10     Kentucky Finance       1,620       05/96     06/01      5      $11.25       NNN       $18,225
- ---------------------------------------------------------------------------------------------------------
   11     Vacant                 2,400       ----      ----     ---      $12.00       NNN       $28,800
- ---------------------------------------------------------------------------------------------------------
   12     MCI Communications                 ----      ----     ---       ----        NNN        $5,400
- ---------------------------------------------------------------------------------------------------------
   13     H & R Block            1,200       01/97     05/02      5      $12.00       NNN       $14,400
- ---------------------------------------------------------------------------------------------------------
  Whs.    Vacant                 8,600       ----      ----     ---       $3.00       NNN       $25,800
- ---------------------------------------------------------------------------------------------------------
                                                                                                     $0
- ---------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------
Total/Average                   75,060      Square Feet                   $7.11                $534,030
=========================================================================================================
</TABLE>

      Note: Vacant Space Current Rent/SF input at market rent estimates.

Tenancy:                         Multi-tenant
Square Feet Occupied:            64,060 SF
Square Feet Vacant - Shell:      0 SF
Square Feet Vacant -
  2nd Generation:                11,000 SF

Analysis of Expenses

      The expenses per square foot and analysis presented in the total shopping
center valuation analysis are same for this valuation, with the exception of the
following expenses.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 171
<PAGE>

                                         Income Capitalization Approach, cont'd.
- --------------------------------------------------------------------------------

Management:

       Analysis:                            The management fee utilized in the
                                            total shopping center valuation was
                                            2.5%. The 2.5% proforma annual
                                            management fee was 4.0% of the
                                            non-Winn Dixie Effective Gross
                                            Income. Since Winn Dixie has an
                                            absolute net lease, a full
                                            management fee was not charged on
                                            their income. However, since this
                                            valuation analysis excludes Winn
                                            Dixie, the full 4% management fee is
                                            charged. This is consistent with
                                            local and regional practices.

       Estimated Management:                4.0%

Real Estate Taxes:                          The real estate taxes have been
                                            adjusted to reflect the exclusion of
                                            Winn Dixie and are expensed at a
                                            similar expense rate.

       Estimated Real Estate
           Taxes:                           $30,986, or $0.41/SF

Reserves:

       Analysis:                            In the total shopping center
                                            valuation, the $0.10/SF reserve
                                            expense was applied to the
                                            Alternative SF excluding Winn Dixie.
                                            In this valuation, it is applied to
                                            the total center size.

       Estimated Reserves:                  $0.10/SF

Estimated Expense Summary

                                 Management           4.0%    EGI    =   $22,706
                       
                                 Taxes:              $0.41    /SF    =   $30,986
                       
                                 Insurance:          $0.10    /SF    =    $7,506
                       
                                 CAM:                $0.20    /SF    =   $15,012
                       
                                 Administration:     $0.01    /SF    =      $751
                       
                                 Reserves:           $0.10    /SF    =    $7,506
                                                     -----               -------
                       
                       Subtotal Expenses:            $1.13    /SF    =   $84,466


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 172
<PAGE>

NO WINN-DIXIE - STABILIZED OPERATING STATEMENT
================================================================================

================================================================================
Gross Rental Income Potential:

                                             Lease
                           Size (SF)          Rate
                           ---------          ----
   Anchors                  37,560   @      $6.85 /SF     =            $257,433
   Local Shop Space         37,500   @      $7.38 /SF     =            $276,597
                            ------          -----                      --------
   Gross Rent Income        75,060   @      $7.11 /SF     =            $534,030
(See Rent Roll for Rent Allocation)

Plus: Expense Recovery
   Anchor @       NNN                                                   $26,773
   Local Shop @   NNN                                                   $28,182
                                                                       --------
   Total Expense Recovery                                               $54,956
                                                                             
Total Income By Tenant Type Classification                             
   Anchor @                                                            $284,206
   Local Shop @                                                        $304,779
                                                                       --------
Total Gross Annual Income:                                             $588,986

Less: Vacancy/Collection Loss
   Anchor Income @                                  0%                       $0
   Local Shop Income @                              7%                 ($21,335)
                                                                       --------
Effective Gross Income:                                                $567,651

Less Expenses

   Management              4.0%  EGI =        $22,706
   Taxes:                  $0.41 /SF =        $30,986
   Insurance:              $0.10 /SF =         $7,506
   CAM:                    $0.20 /SF =        $15,012
   Administration:         $0.01 /SF =           $751
   Reserves:               $0.10 /SF =         $7,506
                           -----             --------
Subtotal Expenses:         $1.13 /SF =        $84,466                  ($84,466)
                                                                       --------
Net Operating Income:                                                  $483,185
                                                                       ========

   NOI/SF:                 $6.44
   NOI/Gross Income        90.48%

                            CAPITALIZATION TECHNIQUE
           =======================================================
              NOI      /           OAR           =  Value Estimate
           $483,185    /          10.50%         =    $4,601,760

           Current Stabilized Value Estimate          $4,600,000
           Less: Deferred Maintenance                          0
           Less: Lease-Up Costs to Stabilization               0
                                                               -
           As Is Value Estimate                       $4,600,000


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 173
<PAGE>

                                         Income Capitalization Approach, cont'd.
- --------------------------------------------------------------------------------
Analysis of Direct Capitalization

                      Improved Sales' Overall Rate Summary

<TABLE>
<CAPTION>
=================================================================================================
Sale No.              Subject               1           2             3           4           5
- -------------------------------------------------------------------------------------------------
<S>           <C>                <C>           <C>          <C>           <C>        <C>    
                                                            North Nixson              Oak Harbor
                                  Southland    Pine Valley  Marketplace   Village at    Square
                                    Plaza        Shopping     Shopping       Moody     Shopping
Name/Address                       Shopping      Center,      Center,      Shopping     Center,
                                   Center,     Wilmington,  Chattanooga,    Center,   Long Beach,
                                 Decatur, AL        NC           TN        Moody, AL      MS
- -------------------------------------------------------------------------------------------------
Sale Date             Current        02/01/97    04/28/96     03/15/96      02/14/96    09/19/96
- -------------------------------------------------------------------------------------------------
Year Built    1970; Renovated                                                          
                         1996     1970 & 1996        1990         1995          1995        1990
- -------------------------------------------------------------------------------------------------
Occupancy                 85%             97%        100%          96%          100%        100%
- -------------------------------------------------------------------------------------------------
Size(SF)               75,060         123,031      60,000       63,270        60,800     129,000
- -------------------------------------------------------------------------------------------------
% Credit/ Anchor          50%             42%         71%          83%           72%         95%
- -------------------------------------------------------------------------------------------------
Overall Rate              N/A          10.69%      10.00%       10.13%         9.66%       9.15%
=================================================================================================
</TABLE>

Note:  All transaction data in the chart reflects cash equivalency and/or other
       adjustments applied in the comparable sale summary sheets.

Comparison of Important Factors Affecting OAR

      All property and conditions of sale characteristics of the comparable
sales and the subject property have been analyzed by the appraisers. The
following summarizes the comparison of primary factors of the comparable sales
affecting value as compared to the subject.

      Note: The reader is reminded that this is a comparison of overall rates
and not the sales price per square foot. Therefore, the terms of comparison to
the subject of each sale may be different than those used in the previously
presented Sales Comparison Approach, which was based on the quantity of income
and subsequent adjustments to the sales price per square foot. While the overall
rate recognizes physical factors, intangible factors such as quality of tenants,
conditions of sale, occupancy at time of sale, and investment quality tend to
have stronger influence on the overall rate comparison. As an example, two
properties with different locations and quality of improvements may have
significantly different per square foot sales prices, but very similar overall
rates. Thus, the comparison to the subject includes the intangible factors
influencing overall rates.

Subject:
       Primary Negative Factors:     Lower percentage of credit tenants
       Primary Positive Factors:     None significant

Most Comparable Sales:               No. 1


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 174
<PAGE>

                                         Income Capitalization Approach, cont'd.
- --------------------------------------------------------------------------------

      Comment/Analysis: As previously discussed in the sales comparison
approach, the primary factor considered is the percentage of anchor. Sale No. 1
is considered most comparable, but slightly inferior. Based on the range
indicated by the most comparable sales, the appropriate overall rate for the
subject is 10.50%.

Concluded OAR:                              10.50%

Discounted Cash Flow

      The only significant difference in the discounted cash flow analysis is
the following.

       Reversion Rate:                      A higher reversion rate is utilized
                                            than the total shopping center to
                                            reflect the higher going in overall
                                            rate. Thus, an 11% reversion rate is
                                            used based upon a 50 basis point
                                            increase over the going in overall
                                            rate.

       Discount Rate:                       The subject's cash flow risk is
                                            higher since the good credit Winn
                                            Dixie is excluded. The discount rate
                                            is increased to a full 100 basis
                                            points to 12%.

Income Capitalization Approach Reconciliation

Value Estimate Summary by Method:
      Direct Capitalization:                                     $4,600,000
      Discounted Cash Flow Analysis:                             $4,579,000

      Therefore, the estimated value of the subject property exluding Winn Dixie
by the income capitalization approach, assuming the Winn Dixie has been
sub-parceled and sold separate from the remainder of the shopping center, as of
August 18, 1997, is as follows:

Value Indicated by the Income Capitalization Approach                 $4,600,000

      Implied OAR:         10.50%


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 175
<PAGE>

                                                    Discounted Cash Flow Summary
- --------------------------------------------------------------------------------

Software      : ARGUS Ver. 7.0.01
File          : No_WinDx                         
Property Type : Retail                           
Portfolio     : Merrill Lynch Mortgage Capital                        

                         Chicot Crossing Shopping Cente
                         3419 - 3517 Denny Avenue/US-90
                          Pascgoula, Mississippi 39581
                        SCHEDULE OF PROSPECTIVE CASH FLOW
           In Inflated Dollars for the Fiscal Year beginning 8/1/1997

<TABLE>
<CAPTION>
                                      Year 1        Year 2       Year 3       Year 4       Year 5       Year 6       Year 7 
For the Years Ending                Jul-1998      Jul-1999     Jul-2000     Jul-2001     Jul-2002     Jul-2003     Jul-2004 
                                    --------      --------     --------     --------     --------     --------     -------- 
<S>                                 <C>           <C>          <C>          <C>          <C>          <C>          <C>      
POTENTIAL GROSS REVENUE
  Base Rental Revenue               $528,616      $529,197     $526,367     $530,163     $546,071     $560,032     $561,789  
  Absorption & Turnover Vacancy       (6,450)       (4,429)      (4,031)     (13,139)      (5,554)      (5,131)              
                                    --------      --------     --------     --------     --------     --------     --------  
  Scheduled Base Rental Revenue      522,166       524,768      522,336      517,024      540,517      554,901      561,789  

Expense Reimbursement Revenue
    Management Fee:                    4,152         4,415        4,726        7,137       11,237       11,826       12,439  
    Real Estate Taxes:                30,565        31,788       33,266       33,954       35,902       36,810       39,040  
    Property Insurance:                7,296         7,588        7,941        8,105        8,569        8,787        9,319  
    CAM - Common Areas Maintenance    14,591        15,175       15,884       16,210       17,141       17,574       18,637  
                                    --------      --------     --------     --------     --------     --------     --------  
  Total Reimbursement Revenue         56,604        58,966       61,817       65,406       72,849       74,997       79,435  

  MCI Communications                   5,400         5,400        5,724        5,953        6,191        6,439        6,696  
                                    --------      --------     --------     --------     --------     --------     --------  
TOTAL POTENTIAL GROSS REVENUE        584,170       589,134      589,877      588,383      619,557      636,337      647,920  
  General Vacancy                    (14,605)      (16,775)     (17,111)      (8,444)     (17,580)     (19,044)     (24,519) 
                                    --------      --------     --------     --------     --------     --------     --------  
EFFECTIVE GROSS REVENUE              569,565       572,359      572,766      579,939      601,977      617,293      623,401  
                                    --------      --------     --------     --------     --------     --------     --------  
OPERATING EXPENSES
  Management Fee:                     22,783        22,894       22,911       23,198       24,079       24,692       24,936  
  Real Estate Taxes:                  31,444        32,387       33,359       34,693       36,081       37,524       39,025  
  Property Insurance:                  7,506         7,731        7,963        8,282        8,613        8,957        9,316  
  CAM - Common Area Maintenance:      15,012        15,462       15,926       16,563       17,226       17,915       18,631  
  Administration:                        751           773          796          828          861          896          932  
  Reserves:                            7,506         7,731        7,963        8,282        8,613        8,957        9,316  
                                    --------      --------     --------     --------     --------     --------     --------  
TOTAL OPERATING EXPENSES              85,002        86,978       88,918       91,846       95,473       98,941      102,156  
                                    --------      --------     --------     --------     --------     --------     --------  
NET OPERATING INCOME                 484,563       485,381      483,848      488,093      506,504      518,352      521,245  
                                    --------      --------     --------     --------     --------     --------     --------  
LEASING & CAPITAL COSTS
  Tenant Improvements                                             7,638       26,960       11,118                            
  Leasing Commissions                                3,720        6,652       18,172        9,785        4,310               
                                    --------      --------     --------     --------     --------     --------     --------  
TOTAL LEASING & CAPITAL COSTS                        3,720       14,290       45,132       20,903        4,310               
                                    --------      --------     --------     --------     --------     --------     --------  
CASH FLOW BEFORE DEBT SERVICE       $484,563      $481,661     $469,558     $442,961     $485,601     $514,042     $521,245  
  & INCOME TAX                      ========      ========     ========     ========     ========     ========     ========  
</TABLE>


                                      Year 8      Year 9     Year 10    Year 11
For the Years Ending                Jul-2005    Jul-2006    Jul-2007   Jul-2008
                                    --------    --------    --------   --------
POTENTIAL GROSS REVENUE
  Base Rental Revenue               $568,753    $616,316    $683,565   $686,616
  Absorption & Turnover Vacancy       (6,893)    (41,288)     (6,003)
                                    --------    --------    --------   --------
  Scheduled Base Rental Revenue      561,860     575,028     677,562    688,616

Expense Reimbursement Revenue
    Management Fee:                   12,533      15,464      24,982     26,544
    Real Estate Taxes:                40,314      39,851      43,061     45,671
    Property Insurance:                9,622       9,514      10,279     10,902
    CAM - Common Areas Maintenance    19,247      19,025      20,557     21,803
                                    --------    --------    --------   --------
  Total Reimbursement Revenue         81,716      83,854      98,879    104,920

  MCI Communications                   6,964       7,243       7,532      7,834
                                    --------    --------    --------   --------
TOTAL POTENTIAL GROSS REVENUE        650,540     666,125     783,973    799,370
  General Vacancy                    (18,179)     (6,521)    (22,881)   (29,386)
                                    --------    --------    --------   --------
EFFECTIVE GROSS REVENUE              632,361     659,604     761,092    769,984
                                    --------    --------    --------   --------
OPERATING EXPENSES
  Management Fee:                     25,294      26,384      30,444     30,799
  Real Estate Taxes:                  40,586      42,210      43,898     45,654
  Property Insurance:                  9,688      10,076      10,479     10,898
  CAM - Common Area Maintenance:      19,377      20,152      20,958     21,796
  Administration:                        969       1,008       1,048      1,090
  Reserves:                            9,688      10,076      10,479     10,898
                                    --------    --------    --------   --------
TOTAL OPERATING EXPENSES             105,602     109,906     117,306    121,135
                                    --------    --------    --------   --------
NET OPERATING INCOME                 526,759     549,698     643,786    648,849
                                    --------    --------    --------   --------
LEASING & CAPITAL COSTS
  Tenant Improvements                 12,275      83,831       5,110
  Leasing Commissions                 10,717      60,937       9,539
                                    --------    --------    --------   --------
TOTAL LEASING & CAPITAL COSTS         22,992     144,768      14,649
                                    --------    --------    --------   --------
CASH FLOW BEFORE DEBT SERVICE       $503,767    $404,930    $629,137   $648,849
  & INCOME TAX                      ========    ========    ========   ========


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 176
<PAGE>

                                          Discounted Cash Flow Reversion Summary
- --------------------------------------------------------------------------------
Software      : ARGUS Ver. 7.0.01
File          : No_WinDx                         
Property Type : Retail                           
Portfolio     : Merrill Lynch Mortgage Capital   

                         Chicot Crossing Shopping Cente
                         3419 - 3517 Denny Avenue/US-90
                          Pascgoula, Mississippi 39581
                           PROSPECTIVE PROPERTY RESALE

<TABLE>
<CAPTION>
                                 Year 1        Year 2       Year 3       Year 4       Year 5       Year 6       Year 7        Year 8
For the Years Ending           Jul-1998      Jul-1999     Jul-2000     Jul-2001     Jul-2002     Jul-2003     Jul-2004      Jul-2005
                               --------      --------     --------     --------     --------     --------     --------      --------
<S>                            <C>           <C>          <C>          <C>          <C>          <C>          <C>           <C>     
RESALE AMOUNT
  Gross Proceeds from Sale                                                                                                          
  Commissions & Other Costs                                                                                                         
                               --------      --------     --------     --------     --------     --------     --------      --------
NET PROCEEDS FROM SALE                                                                                                              
                               ========      ========     ========     ========     ========     ========     ========      ========
</TABLE>


                                 Year 9      Year 10
For the Years Ending           Jul-2006     Jul-2007
                               --------    ----------
RESALE AMOUNT
  Gross Proceeds from Sale                 $5,898,627
  Commissions & Other Costs                  (235,945)
                               --------    ----------
NET PROCEEDS FROM SALE                     $5,662,682
                               ========    ==========


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 177
<PAGE>

                                              Discounted Cash Flow Value Summary
- --------------------------------------------------------------------------------
Software      : ARGUS Ver. 7.0.01
File          : No_WinDx                         
Property Type : Retail                           
Portfolio     : Merrill Lynch Mortgage Capital                

                         Chicot Crossing Shopping Cente
                         3419 - 3517 Denny Avenue/US-90
                          Pascgoula, Mississippi 39581
                            PROSPECTIVE PRESENT VALUE
               Cash Flow Before Debt Service plus Property Resale
   Discounted Annually (End-point on Cash Flow & Resale) over a 10-Year Period

<TABLE>
<CAPTION>
 For the    Discounted     Discounted Resale      Total          Total        Cash Flow        Resale
Discount     Cash Flow        @ 11% Cap        Discounted        Value      Contribution    Contribution
  Rates     Before Debt      Before Debt          Value         per SqFt     Before Debt     Before Debt
- --------    -----------    -----------------   ----------       --------    ------------    ------------
<S>         <C>              <C>               <C>               <C>            <C>            <C>   
  12.00%    $2,756,162       $1,823,232        $4,579,394        $61.01         60.19%         39.81%
</TABLE>
<PAGE>

                                         CORRELATION AND FINAL ESTIMATE OF VALUE
                                                  EXCLUDING WINN DIXIE VALUATION
================================================================================

Introduction:

      The three indications utilized in the appraisal of the subject property
falls within an acceptable range. In the final analysis, the strengths and
weaknesses of each approach must be considered and most weight must be given to
the approach or approaches with the greatest quantity and quality of supporting
data. Since market value is being sought,both approaches rely heavily upon
supporting data from the marketplace.

Cost Approach:                              $4,550,000

Analysis:                                   The cost approach is most applicable
                                            when a property is new or proposed
                                            and represents the highest and best
                                            use of the site. Land values are
                                            documented in the marketplace and
                                            cost estimates are readily
                                            supported. The inherent weakness of
                                            this approach is that it gives no
                                            consideration to the
                                            income-producing capability of a
                                            property.

Analysis:                                   Given the actual age of the subject
                                            property relative to the recent
                                            renovation, estimation of remaining
                                            economic life is difficult.

Sales Comparison Approach:                  $4,600,000

General Description:                        The sales comparison approach is
                                            utilized in the valuation of the
                                            subject. The appraisal utilizes the
                                            best available and verifiable Single
                                            Tenant Community shopping center
                                            property sales located in the
                                            southeastern region of the country.
                                            This approach utilized two methods
                                            to estimate a value range for the
                                            subject - 1) sales price per square
                                            foot and 2) the gross income
                                            multiplier (GIM). The adjusted
                                            selling price per square foot of
                                            building area and GIM of each
                                            comparable is utilized in comparison
                                            to the subject property. After
                                            appropriate adjustments, these sales
                                            were generally similar to the
                                            subject in quality, design, location
                                            and age.

Analysis:                                   A sufficient quantity and quality of
                                            comparable sales was available to
                                            compare to the subject. Since the
                                            subject's most probable buyer is a
                                            regional or national investor, this
                                            approach is considered most
                                            reflective of a regional or
                                            nationally owned Community shopping
                                            center.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 179
<PAGE>

                                         Correlation and Final Estimate of Value
                                                   Excluding Winn Dixie, Cont'd.
- --------------------------------------------------------------------------------

Weighted Consideration:                     Significant

Income Capitalization Approach:             $4,600,000

General Description:                        The income capitalization approach
                                            involved the analysis of the
                                            existing rent as compared with
                                            market rent for the subject space.
                                            Additionally, a stabilized operating
                                            statement was developed. The net
                                            operating income was capitalized by
                                            the appropriate capitalization rate
                                            which was derived by sales
                                            comparison.

Analysis:                                   A sufficient quantity and quality of
                                            comparable rental and sale data was
                                            available to compare to the subject.
                                            Since the subject's most probable
                                            buyer is a regional or national
                                            investor, this approach is
                                            considered most reflective of a
                                            regional or nationally owned
                                            Community shopping center. This is
                                            considered a reasonable method of
                                            estimating value.

Weighted Consideration:                     Significant

Summary of Value Indications

      Cost Approach                                            $4,550,000
      Sales Comparison approach                                $4,600,000
      Income Capitalization Approach                           $4,600,000

Final Conclusions of Value

      The three approaches to value yield a very narrow value range and are
highly supportive of each other. In view of the previous analyses, equal weight
has been placed on the sales comparison approach and income capitalization
approach. Thus, the market value of the subject property, contingent to the
Assumptions and Limiting Conditions presented herein, particularly assuming it
has been sub-parceled and sold separate from the remainder of the shopping
center, as of August 18, 1997, is estimated to be:

                    Four Million Six Hundred Thousand Dollars
                                  ($4,600,000)

Marketing Period

Analysis:                                   The appraisers are required to
                                            clearly state the estimated
                                            marketing period required for the
                                            sale of the subject property. As
                                            discussed in the Highest and Best
                                            Use Analysis, the subject property
                                            is


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 180
<PAGE>

                                         Correlation and Final Estimate of Value
                                                   Excluding Winn Dixie, Cont'd.
- --------------------------------------------------------------------------------

                                            generally well suited as a Single
                                            Tenant Community shopping center
                                            property. The property is located in
                                            a developed retail area with average
                                            income demographics. The property
                                            benefits from a long term lease to a
                                            good credit tenant. As evidenced in
                                            the sales comparison approach,
                                            several transactions have occurred
                                            within the past 12 months indicating
                                            buyer interest in the subject
                                            property type.

Conclusion:                                 Based on discussions with local
                                            brokers and other market evidence,
                                            it is the appraisers' opinion that
                                            an approximate 12 month period of
                                            time would be required to sell the
                                            property, if subjected to a typical
                                            marketing program and if the
                                            property were listed at a price
                                            based on the conclusion of value
                                            presented above.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 181
<PAGE>

                                                                    APPRAISAL OF
                                             THE CHICOT CROSSING SHOPPING CENTER
                                                       ASSUMING A PORTFOLIO SALE
================================================================================


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 182
<PAGE>

                                                                 INTRODUCTION TO
                                           PORTFOLIO SALE MARKET VALUE ESTIMATES
================================================================================

Introduction

      This analysis is presented in a brief format in order that descriptions
and analysis is not replicated from the previous section representing the
appraisal report of the total shopping center. The following analysis relies
heavily on the data and analysis previously presented and must remain a part of
the total shopping center appraisal report to be fully understood by the reader.

      In addition to the appraisal of the subject previous market value
estimate, the client has requested a value estimate assuming the subject
property is part of a defined portfolio sale of 18 retail properties included in
the client's loan package. Since all 18 properties are in the client's loan
package, the portfolio valuation assumption requested is reasonable,
particularly in assisting the client in the underwriting process. A summary of
the 18 properties is provided as an exhibit to this report section.

      The reader should note that Huber & Lamb has only completed appraisals on
seven of the properties, which include the following:

      1.  Brownsville Plaza
      2.  Hollywood Video, Paducah, KY
      3.  Delchamps Plaza
      4.  Chicot Crossing
      5.  One Main Place
      6.  Eckerds, Franklin, TN
      7.  Hollywood Video/Jiffy Lube, Franklin, TN
         
      The appraiser has been provided the rentrolls for the remaining 11
properties. Since the appraiser has not appraised or inspected the remaining 11
properties, it must be assumed that these 11 properties are at least the same
general quality of investment as the six properties appraised by Huber & Lamb.
We have had discussions with the appraiser of the remaining 11 properties, which
tends to support this assumption.

      The only reliable technique and approach to value is considered to be the
direct capitalization approach of the income capitalization approach to value.
This is the only approach that can adequately address the financial issues
involved in the specialized value requested.

Factors Effecting Portfolio Valuations

      The appraisers have had numerous conversations with institutional lenders,
brokers and retail investors to determine if a portfolio purchase could have an
effect on individual property overall rates as compared to the individual,
non-portfolio sales of similar properties. The question presented to each was
"Does a portfolio purchase have an effect on the overall rate as compared to
individual property transactions?" The surveyed individuals included the
following:


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 183
<PAGE>

                                            Portfolio Sale Market Value Estimate
- --------------------------------------------------------------------------------

      Institutional Lenders:                Prudential Insurance, Vice President
                                            of Comptrollers and Valuation,
                                            Newark, NJ office

                                            New York Life, Regional Appraiser -
                                            Southeast Region

      Broker:                               Cushman & Wakefield, Atlanta -
                                            broker specializing in shopping
                                            center sales and portfolio
                                            transactions

      Investor:                             Highwoods REIT, Vice President -
                                            primarily office and industrial
                                            investor in the southeast region of
                                            the US

                                            Itochu International, New York
                                            Office Vice President - Japanese
                                            investor representative and
                                            consultant with significant
                                            background in portfolio investments
                                            and consultations

      The following summary of general factors effecting portfolio valuations
represent the general consensus of the people surveyed.

      1.    Geographic Dispersion

            Portfolios with properties in the same geographical region are
            preferred. However, for retail portfolios, dispersion in various
            locations within the region is preferred to spread out the potential
            risks of swings in local economies and retail markets.

      2.    Quality of Properties in the Portfolio

            The people surveyed indicated this factor can have a significant
            effect on the portfolio valuation. If all properties are low
            quality, riskier properties, the portfolio overall rates could very
            well be higher than the overall rate for individual property sales.
            However, if the quality of properties is good (i.e., well anchored
            centers with 10+ year remaining terms, age, location within their
            markets), the portfolio overall rate will be positively effected as
            compared to the overall rate for individual property sales.

      3.    Total Dollar of Portfolio Investment

            Assuming favorable geographic dispersion and quality of properties,
            the total dollar amount of the portfolio investment must be large
            enough to attract investors that would be willing to pay a premium
            for overall investment. Those surveyed respondents that indicated a
            dollar amount indicated the total portfolio investment would
            probably have to exceed $25 million.

      All of the respondents generally indicated that their opinions are based
on the current market conditions. One gave the example that the same scenario
approximately five years ago, during a real estate recession, would probably
yield a discount on value (i.e., a higher overall rate). However, current and
recent market conditions over the past two years have been very strong.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 184
<PAGE>

                                            Portfolio Sale Market Value Estimate
- --------------------------------------------------------------------------------

      Subject Portfolio Conclusion: The general portfolio was described to each
person surveyed including type of shopping center, general locations, percentage
of anchor, remaining term of anchors and potential minimum of total dollar
investment for the 18 property portfolio. All of the persons surveyed indicated
that based on the information provided, the subject portfolio appears to be a
good quality investment portfolio based on the primary criteria previously
described.

Surveyed Respondents Indication of Portfolio Effect on the OAR

      The respondents all tended to agree that, based upon the description of
the subject portfolio, the overall rate of a portfolio purchase should have a
positive effect as compared to the individual property overall rates. The
institutional lender respondents tended to be more vague in their responses. The
two respondents that appeared to have the most experience in this matter and
provided more detailed responses were the Cushman & Wakefield broker and the
Itochu investor/consultant. The most active portfolio buyers are currently Real
Estate Investment Trusts (REITs); however, other national investor types such as
pension funds, life companies and foreign investors are also active in portfolio
purchases. The following summarizes their individual assessments.

Cushman & Wakefield Broker:                 The broker discussed potential
                                            effects on the overall rate in a
                                            broad and somewhat vague ranges. He
                                            indicated this was intentional
                                            because so many factors must be
                                            considered. One important factor is
                                            the motivation of the buyer.

                                            The broker indicated very generally
                                            that a portfolio purchase can
                                            definitely have a 25 basis point
                                            positive effect (i.e., reduction) on
                                            overall rates. If the portfolio
                                            ranks well in the quality of
                                            properties category previously
                                            discussed, it is the brokers opinion
                                            that the reduction in overall rate
                                            range is 50 basis points to about
                                            100 basis points.

Itochu Investor/Consultant:                 A true portfolio analysis truly
                                            consolidates the cash flows of all
                                            properties in the portfolio into one
                                            cash flow analysis. The consolidated
                                            cash flow analysis should probably
                                            yield an annual cash flow
                                            appreciation of 2% to 4%. This will
                                            accommodate the analysis of a true
                                            internal rate of return for the
                                            overall portfolio in total.

                                            The investor would be looking for a
                                            true internal rate of return of
                                            approximately 20% to 25%. Based on
                                            the description of the subject
                                            portfolio, a 20% internal rate of
                                            return would be the most probable
                                            targeted rate. The analysis would be
                                            based upon a hypothetical "loan" at
                                            an interest rate reflective of
                                            alternative cost of funds. This
                                            could be either 130+/- basis points
                                            above 10 year treasuries or 175+/-
                                            basis points above LIBOR.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 185
<PAGE>

                                            Portfolio Sale Market Value Estimate
- --------------------------------------------------------------------------------

                                            Based on the respondents experience,
                                            this will probably have an
                                            approximately 50+/- to 100+/- basis
                                            point reduction in the overall rate
                                            as compared to individual property
                                            overall rates.

                                            Since the appraisers did not
                                            appraise all 18 properties in the
                                            subject portfolio, we have applied
                                            these criteria to the individual
                                            subject property cash flow. The
                                            implied alternative cost of funds,
                                            or hypothetical interest rate range
                                            equates to 7% to 7.5% and the
                                            hypothetical loan was derived based
                                            upon a 1.15 debt coverage ratio.
                                            This discounted cash flow analysis
                                            values under these two scenarios
                                            ranged from 8.80% to 9.13%. This
                                            compares to the original individual
                                            property sale valuation overall rate
                                            of 10.00%. Thus, a 100 basis point
                                            reduction appears to be justified.

Conclusion

      Obviously, it is difficult to utilize matched pairs comparison to
determine the effect of portfolio investments on the overall rate because it can
be highly subjective what the overall rate should have been assuming properties
sold on an individual basis. Therefore, the appraiser had to rely on the
opinions of real estate professionals experienced in this type of transaction.
All persons surveyed suggested that a portfolio similar in quality to the
subject portfolio should generate a lower overall rate than the overall rate
assuming the properties sold individually. The two most reliable sources tended
to suggest ranges of a 50+ to 100+/- basis point lower overall rate on a
portfolio sale. Only one source provided a solid mathematical calculation to
estimate the overall rate range. Based on the previous analysis, the most
probable effect on the subject's overall rate is a 100 basis point reduction of
the original individual property sale valuation overall rate of 10.00%, or
9.00%.

      The Stabilized Operating Statement net operating income utilized in the
following calculation is the same as the original net operating income presented
earlier in this report.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 186
<PAGE>

                                            Portfolio Sale Market Value Estimate
- --------------------------------------------------------------------------------

                             Estimated Subject Value
                            Assuming a Portfolio Sale

          ==========================================================
                    NOI          /      OAR      =    Value Estimate
          ----------------------------------------------------------
                 $784,990        /     9.00%     =      $8,722,109
          ----------------------------------------------------------
          
          ----------------------------------------------------------
          Portfolio Sale Value Estimate                 $8,720,000
          ==========================================================

Final Conclusions of Assumed Portfolio Sale Value

      In view of the previous analyses, the market value of the subject
property, contingent to the Assumptions and Limiting Conditions presented
herein, and particularly assuming the subject is part of a sale of the defined
portfolio of properties, as of August 18, 1997, is estimated to be $8,720,000.

      Special Limiting Condition: The reader is reminded that the a true
portfolio valuation typically derives a value estimate based on the combined
cash flows of all properties within the portfolio. The total value estimate is
sometimes allocated to individual properties within the portfolio and sometimes
not allocated. As a result, portfolio valuation can have varying effects on
individual property values within the portfolio to a minor degree in a positive
or negative direction. The estimated subject portfolio sale value represents the
most probable overall effect on the subject property value, within reasonable
parameters, and in conjunction with the overall portfolio, given the information
available and stated herein.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 187
<PAGE>

                                           PORTFOLIO SALE MARKET VALUE ESTIMATES
================================================================================

NOM Shopping Center Portfolio Summary

<TABLE>
<CAPTION>
                                                                                                                       Years
Name                     Location         Size (GLA)   Anchor          Anchor Size (GLA)    % Anchor  Expiration   Remaining
- ----                     --------         ----------   ------          -----------------    --------  ----------   ---------
<S>                      <C>              <C>          <C>                       <C>         <C>        <C>              <C>  <C>
Brownsville Place        Brownsville, TN     76,762    Wal-Mart                   54,962      71.6%      4/17/10          13   54962

Greenbrier Station       Anniston, AL        62,540    Winn Dixie                 44,900      71.8%      1/28/17          20
                                                       Revco Drugs                 9,240      14.8%      1/31/12          15
                                                                                 -------     ----- 
                                                       Total Anchor               54,140      86.6%                            54140

59 West                  Bessemer, AL        95,591    Winn Dixie                 44,090      46.1%     07/31/16   
                                                       Drugs For Less             18,000      18.8%      8/31/11
                                                                                 -------     ----- 
                                                       Total Anchor               62,090      65.0%                            62090

Clanton Marketplace      Clanton, AL         57,150    Winn Dixie                 35,000      61.2%      3/10/13          16
                                                       Harco Drugs                 8,450      14.8%      3/20/06           9
                                                                                 -------     ----- 
                                                       Total Anchor               43,450      76.0%                            43450

Betts Crossing           Opelika, AL         58,400    Winn Dixie                 44,000      75.3%      12/1/16          19   44000

Opp Marketplace          Opp, AL             25,350    B.C. Moore                 16,900      66.7%       8/2/06           9
                                                       Harco                       8,450      33.3%     11/15/08          11
                                                                                 -------     ----- 
                                                       Total Anchor               25,350     100.0%                            25350

Russell Crossing         Phenix City, GA     72,312    Winn Dixie                 45,500      62.9%      12/7/08          11
                                                       Big B Drugs                 9,000      12.4%     11/28/03           6
                                                                                 -------     ----- 
                                                                                  54,500      75.4%                            54500

Parker Shopping Center   Pensacola, FL       68,680    Winn Dixie                 44,000      64.1%      6/25/17          20
                                                       Scotty's                   19,880      28.9%      2/28/06           9
                                                                                 -------     ----- 
                                                                                  63,880      93.0%                            63880

The Y                    Panama City,        64,848    Winn Dixie                 46,422      71.6%     11/30/14          17
                                                       Eckerd Drugs               10,354      16.0%      7/28/09          12
                                                                                 -------     ----- 
                                                                                  56,776      87.6%                            56776

29 North                 Pensacola           58,040    Winn Dixie                 44,000      75.8%     11/30/17          20
                                                       Big B                       9,240      15.9%     11/30/12          15
                                                                                 -------     ----- 
                                                                                  53,240      91.7%                            53240

Nine Mile Plaza          Pensacola          191,787    Winn Dixie                 46,372      24.2%     08/29/06           9
                                                       Eckerds                     8,640       4.5%     09/30/05           8
                                                       TJX                        78,000      40.7%     10/31/12          15
                                                                                 -------     ----- 
                                                                                 133,012      69.4%                           133012

Hollywood Video          Paducah, KY          7,488    Hollywood Video             7,488     100.0%     09/26/12          15

Mandeville Marketplace   Mandeville, LA      77,785    Winn Dixie                 53,986      69.4%      9/30/16          19
                                                       FNBC                       10,500      13.5%      9/11/03           6
                                                                                 -------     ----- 
                                                                                  64,486      82.9%                            64486

Delchamps Plaza          Long Beach, MS      62,859    Delchamps                  35,059      55.8%      7/31/09          12
                                                       Big B Drugs                 9,000      14.3%      7/31/99           2
                                                                                 -------     ----- 
                                                                                  44,059      70.1%                            44059

Chicot Crossing          Pascagoula, MS     122,360    Winn Dixie                 47,300      38.7%      3/24/16          19
                                                       Harco                      10,125       8.3%      1/31/11          14
                                                       Goody's                    27,435      22.4%      3/31/06           9
                                                                                 -------     ----- 
                                                                                  84,860      69.4%                            84860

One Main Place           Pascagoula, MS      68,566    Brunos (Food World)        47,802      69.7%      4/30/13          16
                                                       Big B/Revco                10,064      14.7%      8/31/05           8
                                                                                 -------     ----- 
                                                                                  57,866      84.4%                            57866

Hollywood Video/Jiffy Lu  Franklin, TN        9,305    Hollywood Video             7,488      80.5%      8/31/13          15
                                                       Jiffy Lube                  1,817      19.5%      8/31/05          20
                                                                                 -------     ----- 
                                                                                   9,305     100.0%                             9305

Eckerd                   Franklin, TN        10,908    Eckerd                     10,908     100.0%     11/30/17          20   10908
                                          ---------                              -------     ----- 
Total Portfolio GLA                       1,190,731                              916,884      77.0%                       13 916,884

  No. of Properties                              18
</TABLE>


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 188
<PAGE>

                                         CERTIFICATION OF VALUE - PORTFOLIO SALE
================================================================================

We certify that, to the best of our knowledge and belief,...

1.    The statements of fact contained in this report are true and correct.

2.    The reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions, and are our personal,
      unbiased professional analyses, opinions, and conclusions.

3.    We have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved.

4.    Our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of subsequent event.

5.    Our analyses, opinions, and conclusions were developed, and this report
      has been prepared, in conformity with the Uniform Standards of
      Professional Appraisal Practice published by the Appraisal Foundation and
      the Standards of Professional Practice of the Appraisal Institute.

6.    The use of this report is subject to the requirements of the Appraisal
      Institute relating to review by its duly authorized representatives.

7.    As of the appraisal date, James E. Lamb, MAI, has completed the
      requirements of the continuing education program of the Appraisal
      Institute.

8.    Craig A. Johnson made a personal inspection of the property that is the
      subject of this report. James E. Lamb, MAI did not inspect the subject
      property.

9.    No one provided significant professional assistance to the person(s)
      signing this report.

10.   This appraisal assignment was not based on a requested minimum valuation,
      a specific valuation, or the approval of a loan.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 189
<PAGE>

                                                 Certification of Value, cont'd.
- --------------------------------------------------------------------------------

11.   Market Value of Shopping Center Assuming Portfolio Sale

      The market value of the leased fee interest in the subject property,
      subject to the Assumptions and Limiting Conditions stated herein,
      particularly assuming the subject is sold as part of the 18 property
      portfolio described in the attached report, as of August 18, 1997 is
      estimated to be:

               Eight Million Seven Hundred Twenty Thousand Dollars
                                  ($8,720,000)


/s/ James E. Lamb                                 /s/ Craig A. Johnson

James E. Lamb, MAI                                Craig A. Johnson
Review Appraiser                                  Associate Appraiser
State Certified General Real Estate Appraiser     State Certified General 
Licensee #CG-557 (Tennessee)                        Real Estate Appraiser
                                                  Licensee #TG-431 (Mississippi)


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 190
<PAGE>

                                                       SUMMARY OF QUALIFICATIONS
                                                              JAMES E. LAMB, MAI
================================================================================

Education

Attended the University of North Alabama, Fall 1977 through Spring 1979.
Graduate of the University of Mississippi, BBA Banking and Finance, May, 1981;
MBA Finance, August, 1982.

Professional Affiliations

The Appraisal Institute, The Volunteer State Chapter, MAI Designation -
Certification No. 8254. Continuing education completion status - through
December 31, 1997

The National Association of Realtors, Member; local affiliation - Nashville
Board of Realtors.

State Certifications

State of Tennessee Certified General Real Estate Appraiser - Licensee #CG-557

Accredited Appraisal Courses
  The Appraisal Institute:

     Course    101    Introduction to Appraising Real Property
     Course    1A-1   Real Estate Appraisal Principles
     Course    1A-2   Basic Valuation Procedures
     Course    1B-A   Capitalization Theory and Techniques, Part A
     Course    1B-B   Capitalization Theory and Techniques, Part B
     Course    2-1    Case Studies In Real Estate Valuation
     Course    2-2    Valuation Analysis and Report Writing
     Course           Standard of Professional Practice, Part A
     Course           Standard of Professional Practice, Part B
     Seminar          Hazardous Materials in Real Property
     Seminar          Persuasive Styles in Narrative Report Writing
     Seminar          Advanced Income Capitalization Overview

  Other

     Real Estate Principles
     Real Estate Finance
     Commercial and Investment Real Estate
     Project Seminar

Professional Exchange to Foreign Countries

Participated as a delegate of People to People International's Citizuen
Ambassador Program Real Estate Delegation to Russia and Lithuania. Discussions
focused on the privatization of real estate in these countries as they converted
real estate ownership from the government to the private sector. Issues specific
to this process included real estate law fundamentals, real estate tax issues,
real estate valuation and attracting foreign real estate investment.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 191
<PAGE>

                                                       Summary of Qualifications
                                                              James E. Lamb, MAI
- --------------------------------------------------------------------------------

Professional Experience

Appraisal experience includes retail, industrial, office, multi-family,
mixed-use land developments and special-purpose properties. Special-purpose
property assignments include hotels, manufacturing facilities, restaurants,
right-of-ways and retirement facilities. Appraisals have been utilized for
mortgage loans, eminent domain, feasibility analyses, gift and estate tax, and
corporate management decisions.

Expert Witness

Qualified as an expert witness in several real estate court cases. Court
appearances have been in Middle Tennessee, East Tennessee and West Tennessee
federal bankruptcy courts. Also, Mr. Lamb has qualified as an expert in federal
bankruptcy court in Pennsylvania (Philadelphia) and Georgia (Atlanta).

Mr. Lamb has appeared before an Administrative Judge for the State of Tennessee
State Board of Equalization.

Employment History

Currently employed with Huber & Lamb Appraisal Group, Inc., and is a principle
in the company. Mr. Lamb is the principle in charge of the commercial real
estate division of the company and is the managing partner of the firm.

Previously employed as Vice President and primary MAI with Dengel, Lamb & Huber
prior to purchasing the assets and operations of DLH in October 1991.

Previously employed by Crosson Dannis, Inc., a Dallas, Texas appraisal firm from
March 1983 through June 1987 as a staff appraiser.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 192
<PAGE>

                                                       SUMMARY OF QUALIFICATIONS
                                                                CRAIG A. JOHNSON
================================================================================

Education

Attended Lincoln Land Community College of Springfield, Illinois 1973 through
1975

Professional affiliations

       International Association of Assessing Officers
       Certified Illinois Assessing Officer
       Registered Agent with the Tennessee State Board of Equalization
       Licensed Certified General Appraiser with the Tennessee State Board 
            of Real Estate Appraisers
       Institute of Property Taxation

       State of Tennessee Certified General Real Estate Appraiser - 
            Licensee #CG-1200

Appraisal Courses

       International Association of Assessing Officers:
          Fundamentals of Real Property Appraisal
          Income Approach Valuation
          Development and Analysis of Narrative Appraisal
          Reports
          Assessment Administration
          Valuation of Machinery and Equipment

       Appraisal Institute
          Capitalization Theory and Techniques, Part A
          Industrial Valuation
          Standards of Professional Practice, Part A

       Illinois Property Assessment Institute
          I-A  Rural and Residential Workshop (1978)
          I-A  Rural and Residential Workshop (1980)
          Basic Assessment Practices
          Masters-Cost, Market & Income Approaches to Value
          Assessment Procedures and the Law
          Adventures in Appraising & Real Estate Investment
          Analysis

Professional Experience

Currently employed with Huber & Lamb Appraisal Group, Inc. as an Associate
Appraiser.

Appraisal experience includes industrial, agricultural, multi-family,
hotel/motel, urban renewal and special properties in 33 states throughout the
nation. Appraisals have been utilized in tax assessment and tax consultation,
loan application, relocation, urban renewal, legal purposes and condemnation.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 193
<PAGE>

                                              Summary of Qualifications, Cont'd.
                                                                Craig A. Johnson
- --------------------------------------------------------------------------------

Expert Witness

Qualified as an expert witness in several real estate court cases. Court
appearances have been in Middle Tennessee federal bankruptcy court.

Employment History Summary

Hollingsworth Group, Inc., in Nashville, Tennessee as an Executive Vice
President, specializing in running daily operations of appraisal, real and
personal property tax consulting firm.

Property Assessment Advisers, Inc., in Chicago, Illinois as a Tax Consultant,
specializing in personal and real property taxes, appeals, filing returns and
negotiating reductions.

DuCharme, McMillen & Associates, Inc., in Fort Wayne, Indiana as a Senior Staff
Appraiser specializing in commercial and industrial narrative appraisals.

Charles R. Johnson, MAI, in Springfield, Illinois as an Associate Appraiser
specializing in residential and commercial narrative appraisals.

Illinois Department of Revenue, in Springfield Illinois as Staff Appraiser
specializing in commercial and industrial narrative appraisals.

Sangamon County Supervisor of Assessments Office, in Springfield, Illinois
specializing in real estate appraisals.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 191
<PAGE>

                                              Summary of Qualifications, Cont'd.
                                                                Craig A. Johnson
- --------------------------------------------------------------------------------

- ---------------------------------
MISSISSIPPI REAL ESTATE APPRAISER
LICENSING AND CERTIFICATION BOARD         APPRAISER

                                          Name:  CRAIG ALAN JOHNSON
CRAIG ALAN JOHNSON
                                          Address: 109 WESTPARK DRIVE
CERTIFIED GENERAL APPRAISER                        SUITE 320
TG-431                                             BRENTWOOD, TN  37027
        08/19/97 - 11-16-97
                                          Licensing state: TENNESSEE
/s/ [ILLEGIBLE]
- ---------------------------------         License Number CG-1200
         [ILLEGIBLE]

                                          /s/ Craig A. Johnson
                                          -----------------------------------
                                          Signature of Appraiser


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 195
<PAGE>

                                                                         ADDENDA
================================================================================

Contents

Exhibit 1        Subject Metes & Bounds Description
Exhibit 2        Discounted Cash Flow Supporting Schedules
Exhibit 3        Historical & Supporting Operating Statement Data
Exhibit 4        Winn Dixie Parcel Legal Description
Exhibit 5        Insurable Value of the Total Center


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 196
<PAGE>

                                                                       Exhibit 1
                                              Subject Metes & Bounds Description
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 197
<PAGE>

                       SUGGESTED LEGAL DESCRIPTION

COMMENCING AT THE NW CORNER OF SECTION 6, T8S, R5W, JACKSON COUNTY, MISSISSIPPI.
THENCE S 89(degrees) 40' 38" E 215.00' FEET ALONG THE NORTH BOUNDARY OF SAID
SECTION 6; THENCE S 41(degrees) 16' 52" E 600.00' FEET TO THE INTERSECTION OF
THE EAST MARGIN OF CHICOT RD. AND THE SOUTH MARGIN OF SHORTCUT RD; THENCE S
41(degrees) 16' 52" E 790.00' FEET ALONG THE EAST MARGIN OF CHICOT RD. TO THE
POINT OF BEGINNING.

THENCE N 53(degrees) 45' 12" E FOR A DISTANCE OF 929.57' TO A POINT;

THENCE S 36(degrees) 15' 8" E FOR A DISTANCE OF 330.22' TO A POINT;

THENCE S 0(degrees) 21' 37" E FOR A DISTANCE OF 132.00' TO A POINT;

THENCE S 36(degrees) 15' 15" E FOR A DISTANCE OF 248.12' TO A POINT;

THENCE S 53(degrees) 46' 59" W FOR A DISTANCE OF 150.09' TO A POINT;

THENCE S 36(degrees) 13' 37" E FOR A DISTANCE OF 148.06' TO A POINT ON THE NORTH
MARGIN OF HWY 90;

THENCE S 53(degrees) 47' 59" W FOR A DISTANCE OF 329.52' ALONG THE NORTH MARGIN
OF HWY 90 TO A POINT;

THENCE N 41(degrees) 1' 43" W FOR A DISTANCE OF 149.87' T0 A POINT;

THENCE S 53(degrees) 46' 31" W FOR A DISTANCE OF 99.98' TO A POINT;

THENCE N 41(degrees) 6' 24" W FOR A DISTANCE OF 50.03' TO A POINT;

THENCE S 53(degrees) 45' 53" W I FOR A DISTANCE OF 200.06' TO A POINT ON THE
EAST MARGIN OF CHICOT ROAD;

THENCE N 41(degrees) 38' 34" W FOR A DISTANCE OF 249.84' ALONG THE EAST MARGIN
OF CHICOT ROAD TO A POINT;

THENCE N 53(degrees) 23' 34" E FOR A DISTANCE OF 120.85' TO A POINT;

THENCE N 11(degrees) 18' 10" W FOR A DISTANCE OF 271.26' TO A P0INT;

THENCE S 72(degrees) 17' 26" W FOR A DISTANCE OF 277.92' TO A POINT ON THE EAST
MARGIN OF CHICOT ROAD;

THENCE N 41(degrees) 4' 7" W FOR A DISTANCE OF 50.17' ALONG THE EAST MARGIN OF
CHICOT ROAD BACK TO THE POINT OF BEGINNING.

SAID PROPERTY CONTAINING 13.20 ACRES MORE OR LESS


                                     W _______________________________________

                                     G _______________________________________


                                       _______________________________________

                                       _______________________________________

                                       _______________________________________
This is for the first property 
purchased, not what is drawn on this 
plan
<PAGE>

                                                                       Exhibit 2
                                       Discounted Cash Flow Supporting Schedules
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 198
<PAGE>

File          : chicot_c          Chicot Crossing Shopping Cente   Time : 3:04pm
Property Type : Retail            3419 - 3517 Denny Avenue/US-90   Ref# : AAA
Portfolio     : Merrill Lynch      Pascgoula, Mississippi 39581    Page : 5
                Mortgage Capital     PROPERTY SUMMARY REPORT              
                                                                         
TIMING & INFLATION
  Analysis Period:                August 1, 1997 to July 31, 2007; 10 years
  Inflation Method:               Fiscal
  General Inflation Rate:         3.00% for 2 years
                                  4.00% thereafter

PROPERTY SIZE & OCCUPANCY
  Property Size:                  122,360 Square Feet
  Alternate Size:                 76,060 Square Feet
  Number of rent roll tenants:    11
  Total Occupied Area:            113,760 Square Feel, 92.97%, during first 
                                  month of analysis

SPACE ABSORPTION
  Retail - Vacant Space           2,400 Square Feet, leasing from 8/97 to 8/97
                                  1 lease per month, 2,400 SqFt per lease

  Warehouse Vacant                8,600 Square Feet, leasing from 11/97 to 11/97
                                  1 lease per month, 8,600 SqFt per lease

GENERAL VACANCY
  Method:                         Percent of Revenue
  Excludes Tenant Group:          Anchors
  Amount:                         7.00%

PROPERTY PURCHASE & RESALE
  Purchase Price:                 --
  Resale Method:                  Capitalize Net Operating Income
  Cap Rate:                       10.50%
  Cap Year:                       Year ll
  Commission/Closing Cost:        4.00%
  Net Cash Flow from Sale:        $8,617,746

PRESENT VALUE DISCOUNTING
  Discount Method:                Annually (End-point on Cash Flow & Resale)
  Unleveraged Discount Rate:      11.00%
  Unleveraged Present Value:      $7,672,628 at 11.00%
<PAGE>

File          : chicot_c          Chicot Crossing Shopping Cente   Time : 3:05pm
Property Type : Retail            3419 - 3517 Denny Avenue/US-90   Ref# : AAA
Portfolio     : Merrill Lynch      Pascgoula, Mississippi 39581    Page : 1
                Mortgage Capital        Input Assumptions                 
               
PROPERTY DESCRIPTION                               PROPERTY TIMING
  Name:            Chicot Crossing Shopping Cente    Analysis Start Date:   8/97
  Address:         3419-3517 Denny Avenue/US-9O      First Year Ends:       7/98
  City             Pascgoula                         Years of Analysis:     10  
  State:           Mississippi                                                  
  Zip:             39581                                                        
  Portfolio:       Merrill Lynch Mortgage Capital                               
  Property Type:   Retail

                 Ares Measures       
               Label          Area        
             ----------------------  
             Property Size   122360  
             Alt. Prop. Size  75060  
             Net Rentable    122360  
             Excluding Winn   75060  
                                     
                                     

GENERAL INFLATION
  Inflation Method:              Fiscal
  Reimbursement Method:          Calendar reimbursement using fiscal inflation

<TABLE>
<CAPTION>
      Year 1     Year 2     Year 3     Year 4     Year 5     Year 6    Year 7     Year 8    Year 9    Year 10    Year 11   Year 12
<S>        <C>        <C>        <C>        <C>        <C>        <C>       <C>        <C>       <C>        <C>        <C>       <C>
Rate:      0          3          3          4          4          4         4          4         4          4          4         4


OVERALL INFLATION RATES

<CAPTION>
Miscellaneous Revenues inflation
      Year 1     Year 2     Year 3     Year 4     Year 5     Year 6    Year 7     Year 8    Year 9    Year 10    Year 11   Year 12
<S>        <C>        <C>        <C>        <C>        <C>        <C>       <C>        <C>       <C>        <C>        <C>      <C>
Rate:                 0          6          4          4          4         4          4         4          4          4         4


MISCELLANEOUS REVENUES

<CAPTION>
Name                            Acct Code         Amount  Units      Area          Frequency       %Fixed     Inflation    Ref Acct
- ----------------------------    ---------         ------  -----      ----          ---------       ------     ---------    --------
<S>                             <C>           <C>         <C>        <C>             <C>              <C>     <C>          <C>
   MCI Communications                              5,400  $Amount                    /Year            100


REIMBURSABLE EXPENSES

<CAPTION>
Name                            Acct Code         Amount  Units      Area          Frequency       %Fixed     Inflation    Ref Acct
- ----------------------------    ---------         ------  -----      ----          ---------       ------     ---------    --------
<S>                             <C>           <C>         <C>        <C>             <C>              <C>     <C>          <C>
   Management Fee:                                   2.5  %ofEGR
   Real Estate Taxes:                         0.41891958  $/Area     Property Size   /Year            100
   Property Insurance:                               0.1  $/Area     Property Size   /Year            100
   CAM - Common Area Maintenance:                    0.2  $/Area     Property Size   /Year            100

   Gross Up for Reimbursement: No


<CAPTION>
NON-REIMBURSABLE EXPENSES

Name                            Acct Code         Amount  Units      Area          Frequency       %Fixed     Inflation    Ref Acct
- ----------------------------    ---------         ------  -----      ----          ---------       ------     ---------    --------
<S>                             <C>           <C>         <C>        <C>             <C>              <C>     <C>          <C>
   Administration:                                  0.01  $/Area     Property Size   /Year            100
   Reserves:                                         0.1  $/Area     Excluding Winn  /Year            100
</TABLE>

GENERAL VACANCY
Option: Percent of Revenue from all Tenants Except:
Percent Based on Revenue Minus Absorption and Turnover Vacancy: No
Reduce General Vacancy Result by Absorption & Turnover Vacancy: Yes
Rate: 7
Excluded Tenant Group: Anchors
                                                        (continued on next page)
<PAGE>

File          : chicot_c          Chicot Crossing Shopping Cente   Time : 3:05pm
Property Type : Retail            3419 - 3517 Denny Avenue/US-90   Ref# : AAA
Portfolio     : Merrill Lynch      Pascgoula, Mississippi 39581    Page : 2
                Mortgage Capital        Input Assumptions                
                                  (continued from previous page)

RENT ROLL

<TABLE>
<CAPTION>
     Tenant Name/                Lease     Total   Start    Term/   Base/Min   Unit of   Rent  Rtl   Reimbur-        Rent   Leasing 
No.  Description          Suite  Type       Area   Date     Expir       Rent   Measure   Chng  Sls    sements    Abatemnt    Cost   
- ---  ------------------   -----  ------  -------  --------  -----  ---------  ---------  ----  ---  ---------  -----------  --------
<S>  <C>                  <C>    <C>      <C>       <C>      <C>      <C>     <C>        <C>   <C>  <C>        <C>          <C>     
 1   Winn - Dixie         1      Retail   47,300     4/96    3/96        6.4  $/SqFt/Yr             Triple-Net                      
 2   Harco                2      Retail   10,125     2/96    1/11          7  $/SqFt/Yr             Triple-Net                      
 3   Carport              3      Retail    8,100     1/96    2/01       3.58  $/SqFt/Yr             Triple-Net                      
 4   It's Fashion         4      Retail    3,000     2/96    1/01        9.5  $/SqFt/Yr             Triple-Net                      
 5   Cato                 5      Retail    5,000     2/96    1/01        9.5  $/SqFt/Yr             Triple-Net                      
 6   Goody's              6      Retail   27,435     4/96    3/06        6.8  $/SqFt/Yr             Triple-Net                      
 7   Sally Beauty         7      Retail    1,540    10/95    9/00       12.3  $/SqFt/Yr             Triple-Net                      
 8   Olan Mills           8      Retail    1,240     6/97    5/02       4.35  $/SqFt/Yr             Triple-Net                      
 9   Rehability           9      Retail    4,800    12/96    1/00      11.38  $/SqFt/Yr                    Net                      
10   Kentucky Financial   10     Retail    1,620     5/96    6/01     Detail                        Triple-Net                      
11   H & R Block          13     Retail    1,200     1/97    5/02         12  $/SqFt/Yr             Triple-Net                      
</TABLE>


     Tenant Name/         Market           Upon         Rnwl   More/
No.  Description          Leasing          Expiration   Prob   Notes
- ---  ------------------   ---------------  -----------  ----   -----
 1   Winn - Dixie         Winn - Dixie     Market
 2   Harco                Harco            Market
 3   Carport              Carport          Market
 4   It's Fashion         >2999 SF <5000   Market
 5   Cato                 >2999 SF <5000   Market
 6   Goody's              Goody's          Market
 7   Sally Beauty         <3000 SF         Market
 8   Olan Mills           <3000 SF         Market
 9   Rehability           >2999 SF <5000   Market
10   Kentucky Financial   <3000 SF         Market
11   H & R Block          <3000 SF         Market


       Detail Base Rent
      Kentucky Financial

  Date       Amount    Unit
- --------   -------------------
  5/96       11.25  $/SqFt/Yr
  5/00        11.5  $/SqFt/Yr

SPACE ABSORPTION

<TABLE>
<CAPTION>
     Space                 Lease     Total   Date     Begin     #/Size   Crte     Term/   Base/Min   Unit of   Rent  Rtl   Reimbur- 
No.  Description           Type       Area   Avail    Lsng      Leases   Lses     Expir       Rent   Measure   Chng  Sls    sements 
- ---  --------------------  ------  -------  -------  --------  --------  -------  -----  ---------  ---------  ----  ---  --------- 
<S>  <C>                   <C>       <C>      <C>      <C>          <C>  <C>       <C>         <C> <C>         <C>   <C>  <C>       
 1   Retail - Vacant Spac  Retail    2,400    8/97     8/97          1   Mon        4           12  $/SqFt/Yr                   Net 
 2   Warehouse Vacant      Retail    8,600    8/97    11/97          1   Mon        1            3  $/SqFt/Yr                   Net 


<CAPTION>
     Space                       Rent   Lsg  Market           Upon         Rnwl   Mre/
No.  Description            Abatement   Cst  Leasing          Expiration   Prob   Nts
- ---  --------------------  -----------  ---  -----------      -----------  ----   ----
<S>  <C>                   <C>          <C>  <C>              <C>          <C>    <C>
 1   Retail - Vacant Spac                    <3000 SF         Market
 2   Warehouse Vacant                        Warehouse Space  Market
</TABLE>


Tenant Groups

Group: Anchors
  Winn - Dixie                1
  Harco                       2
  Goody's                     6

DETAILED REIMBURSEMENT METHODS

Category: Triple-Net

<TABLE>
<CAPTION>
Reimbursement       Reimbursement                           Pro-    Area             Area    Reimburse     Charg-    Reimb.    Min. 
Expenses            Method                       Amount     rata    Measure         Minimum  After         able %   Minimum   Growth
- -----------------   -------------------------   --------   -------  --------------  -------  ------------  ------   -------   ------
<S>                 <C>                         <C>        <C>      <C>             <C>      <C>           <C>      <C>       <C>   
Management Fee:     Not Reimbursed (Exclude)
Real Estate Taxes:  Net (Pays Pro Rata Share)              Natural  Property Size                             100
Property Insurance: Net (Pays Pro Rata Share)              Natural  Property Size                             100
CAM - Common Area   Net (Pays Pro Rata Share)              Natural  Property Size                             100
Group               Not Available           
</TABLE>


Reimbursement       Reimb.    Max      % Rent
Expenses             Max     Growth    Offset
- -----------------   ------   ------    ------
Management Fee:     
Real Estate Taxes:  
Property Insurance: 
CAM - Common Area   
Group               


Number of terms to apply method: 1
Gross up Expenses: Global
<PAGE>

File          : chicot_c          Chicot Crossing Shopping Cente   Time : 3:05pm
Property Type : Retail            3419 - 3517 Denny Avenue/US-90   Ref# : AAA
Portfolio     : Merrill Lynch      Pascgoula, Mississippi 39581    Page : 3
                Mortgage Capital        Input Assumptions                 
                                  (continued from previous page)

MARKET LEASING ASSUMPTIONS
<TABLE>
<CAPTION>
                              New Market       Renewal Mkt      Term 2      Term 3      Term 4
<S>                                 <C>               <C>       <C>         <C>         <C>
Category: Winn - Dixie
   Renewal Probability                                  75
   Market Rent                      6.40              6.40
   Months Vacant                       4                 0
   Tenant Improvements              3.00              1.00
   Leasing Commissions                 4                 2
   Rent Abatements                     0
NON-WEIGHTED ITEMS
   Rent Changes                       No
   Retail Sales                       No
   Reimbursements                    Net
   Term Lengths                        5


<CAPTION>
Category: Harco
                              New Market       Renewal Mkt      Term 2      Term 3      Term 4
<S>                                 <C>               <C>       <C>         <C>         <C>
   Renewal Probability                                  75
   Market Rent                      7.00              7.00
   Months Vacant                       4                 0
   Tenant Improvements              2.00              1.00
   Leasing Commissions                 4                 2
   Rent Abatements                     0
NON-WEIGHTED ITEMS
   Rent Changes                       No
   Retail Sales                       No
   Reimbursements                    Net
   Term Lengths                        5


<CAPTION>
Category: Carport
                              New Market       Renewal Mkt      Term 2      Term 3      Term 4
<S>                                 <C>               <C>       <C>         <C>         <C>
   Renewal Probability                                  75
   Market Rent                      3.58              3.58
   Months Vacant                       4                 0
   Tenant Improvements              2.00              1.00
   Leasing Commissions                 5                 2
   Rent Abatements                     0
NON-WEIGHTED ITEMS
   Rent Changes                       No
   Retail Sales                       No
   Reimbursements                    Net
   Term Lengths                        5


<CAPTION>
Category: Goody's
                              New Market       Renewal Mkt      Term 2      Term 3      Term 4
<S>                                 <C>               <C>       <C>         <C>         <C>
   Renewal Probability                                  75
   Market Rent                      6.80              6.80
   Months Vacant                       4                 0
   Tenant Improvements              2.00              1.00
   Leasing Commissions                 5                 2
   Rent Abatements                     0
NON-WEIGHTED ITEMS
   Rent Changes                       No
   Retail Sales                       No
   Reimbursements                    Net
   Term Lengths                        5
</TABLE>

                            (continued on next page)
<PAGE>

File          : chicot_c          Chicot Crossing Shopping Cente   Time : 3:05pm
Property Type : Retail            3419 - 3517 Denny Avenue/US-90   Ref# : AAA
Portfolio     : Merrill Lynch      Pascgoula, Mississippi 39581    Page : 4
                Mortgage Capital        Input Assumptions                 
                                  (continued from previous page)


<TABLE>
<CAPTION>
Category: <3000 SF
                              New Market       Renewal Mkt      Term 2      Term 3      Term 4
<S>                                 <C>               <C>       <C>         <C>         <C>
   Renewal Probability                                  75
   Market Rent                     12.00             12.00
   Months Vacant                       4                 0
   Tenant Improvements              3.00              1.00
   Leasing Commissions                 5                 2
   Rent Abatements                     0
NON-WEIGHTED ITEMS
   Rent Changes                       No
   Retail Sales                       No
   Reimbursements                    Net
   Term Lengths                        4


<CAPTION>
Category: Warehouse Space
                              New Market       Renewal Mkt      Term 2      Term 3      Term 4
<S>                                 <C>               <C>       <C>         <C>         <C>
   Renewal Probability                                  50
   Market Rent                      3.00              3.00
   Months Vacant                       4                 0
   Tenant Improvements              0.00              0.00
   Leasing Commissions                 5                 2
   Rent Abatements                     0
NON-WEIGHTED ITEMS
   Rent Changes                       No
   Retail Sales                       No
   Reimbursements                    Net
   Term Lengths                        4


<CAPTION>
Category: >2999 SF <5000
                              New Market       Renewal Mkt      Term 2      Term 3      Term 4
<S>                                 <C>               <C>       <C>         <C>         <C>
   Renewal Probability                                  75
   Market Rent                      9.50              9.50
   Months Vacant                       4                 0
   Tenant Improvements              3.00              1.00
   Leasing Commissions                 5                 2
   Rent Abatements                     0
NON-WEIGHTED ITEMS
   Rent Changes                       No
   Retail Sales                       No
   Reimbursements                    Net
   Term Lengths                        5


<CAPTION>
Category: >5000 SF
                              New Market       Renewal Mkt      Term 2      Term 3      Term 4
<S>                                 <C>               <C>       <C>         <C>         <C>
   Renewal Probability                                  75
   Market Rent                      7.00              7.00
   Months Vacant                       4                 0
   Tenant Improvements              3.00              1.00
   Leasing Commissions                 5                 2
   Rent Abatements                     0
NON-WEIGHTED ITEMS
   Rent Changes                       No
   Retail Sales                       No
   Reimbursements                    Net
   Term Lengths                        5
</TABLE>

                            (continued on next page)
<PAGE>

File          : chicot_c          Chicot Crossing Shopping Cente   Time : 3:05pm
Property Type : Retail            3419 - 3517 Denny Avenue/US-90   Ref# : AAA
Portfolio     : Merrill Lynch      Pascgoula, Mississippi 39581    Page : 5
                Mortgage Capital        Input Assumptions                
                                  (continued from previous page)


<TABLE>
<CAPTION>
Category: Rehability
                              New Market       Renewal Mkt      Term 2      Term 3      Term 4
<S>                                 <C>               <C>       <C>         <C>         <C>
   Renewal Probability                                  75
   Market Rent                     12.00             12.00
   Months Vacant                       4                 0
   Tenant Improvements              3.00              1.00
   Leasing Commissions                 5                 2
   Rent Abatements                     0
NON-WEIGHTED ITEMS
   Rent Changes                       No
   Retail Sales                       No
   Reimbursements                    Net
   Term Lengths                        4
</TABLE>

PROPERTY RESALE
Inital Purchase Price:        0
Option:                       Capitalize Net Operating Income
Cap Rate:                     0.105
Resale Commission (%):        4
Apply Rate to following year income:  Yes
Calculate Resale for All Years:  No

                           PRESENT VALUE DISCOUNTING
                           Unleveraged Discount Range
                               Low Discount Rate:         11
                           Discount Method: Annually (End-point on Cash Flow 
                                              & Resale)
<PAGE>

                                                                       Exhibit 3
                                Historical & Supporting Operating Statement Data
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 199
<PAGE>

                            1997 EXPENSE PROJECTIONS
                            NEWTON OLDACRE MCDONALD

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
ITEM                               Anniston      Beck & 23rd     Bessemer      Brownsville    Cantonment      Clanton     
==========================================================================================================================
<S>                             <C>            <C>            <C>            <C>            <C>            <C>            
                                    NOTE 1          NOTE 1        NOTE 1                        NOTE 1                    
- --------------------------------------------------------------------------------------------------------------------------
GLA'S (Sq.Ft.)                        82,840         56,900         95,591         76,762         58,040         56,550   
- --------------------------------------------------------------------------------------------------------------------------
(GLA less Anchor if net lease)        18,640         12,900         51,591                        14,040         11,050   
- --------------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------------
EXPENSES:
- --------------------------------------------------------------------------------------------------------------------------
CAM EXPENSES
- --------------------------------------------------------------------------------------------------------------------------
Utilities                                                                       (1,548.91)                    (3,214.07)  
- --------------------------------------------------------------------------------------------------------------------------
Parking Lot Maintenance                                                        (10,970.00)                    (7,652.50)  
- --------------------------------------------------------------------------------------------------------------------------
Non-Parking Public Areas                                                        (1,200.00)                    (1,330.00)  
- --------------------------------------------------------------------------------------------------------------------------
Light Repairs                                                                                                   (356.11)  
- --------------------------------------------------------------------------------------------------------------------------
Landscaping                                                                     (9,732.00)                   (11,874.00)  
- --------------------------------------------------------------------------------------------------------------------------
Other CAM                         (31,105.80)    (14,998.84)    (47,317.55)                   (22,594.97)                 
- --------------------------------------------------------------------------------------------------------------------------
  CAM TOTALS                      (31,105.80)    (14,998.84)    (47,317.55)    (23,450.91)    (22,594.97)    (24,426.68)  
- --------------------------------------------------------------------------------------------------------------------------
  (CAM EXPENSES/SF)             $     0.4950   $     0.2636   $     0.4950   $     0.3055   $     0.3893   $     0.4319   
- --------------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------------
BUILDING MAINTENANCE
- --------------------------------------------------------------------------------------------------------------------------
  (Estimated @ $.10/SF)            (1,884.00)     (1,290.00)     (5,159.10)     (7,676.20)     (1,404.00)     (1,105.00)  
- --------------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------------
GENERAL EXPENSES
- --------------------------------------------------------------------------------------------------------------------------
  Real Estate Taxes               (26,392.80)    (15,032.98)    (40,148.22)    (34,372.00)    (29,687.46)    (18,245.60)  
- --------------------------------------------------------------------------------------------------------------------------
  (RE TAX/SF)                   $     0.4200   $     0.2642   $     0.4200   $     0.4476   $     0.5115   $     0.3226   
- --------------------------------------------------------------------------------------------------------------------------
  Insurance                        (5,341.40)    (11,949.00)     (8,125.24)     (3,700.00)     (6,384.40)     (4,800.00)  
- --------------------------------------------------------------------------------------------------------------------------
  (INSURANCE/SF)                $     0.0850   $     0.2100   $     0.0850   $     0.0482   $     0.1100   $     0.0849   
- --------------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------------
ADMINISTRATIVE EXPENSES
- --------------------------------------------------------------------------------------------------------------------------
  Management Fees                 (19,718.80)    (13,992.00)    (33,125.00)    (13,788.88)    (18,520.40)    (18,969.40)  
- --------------------------------------------------------------------------------------------------------------------------
  Other Administrative Exp.          (200.00)       (200.00)       (200.00)       (200.00)       (200.00)       (200.00)  
- --------------------------------------------------------------------------------------------------------------------------
  TOTAL ADMIN. EXPENSES           (19,918.80)    (14,192.00)    (33,325.00)    (13,988.88)    (18,720.40)    (19,169.40)  
- --------------------------------------------------------------------------------------------------------------------------
  (ADMIN. EXPENSES/SF)          $     0.3170   $     0.2494   $     0.3486   $     0.1822   $     0.3225   $     0.3390   
- --------------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES                  $  84,642.80   $  57,462.82   $ 134,075.11   $  83,187.99   $  78,791.23   $  67,746.88   
==========================================================================================================================

- --------------------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES/SF               $     1.3470   $     1.0099   $     1.4026   $     1.0837   $     1.3575   $     1.1960   
- --------------------------------------------------------------------------------------------------------------------------

<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------
ITEM                             Long Beach    Mandeville     Nine Mile       One Main       Oppellica        Opp       
=========================================================================================================================
<S>                                  <C>      <C>            <C>            <C>            <C>            <C>            
                                                                 NOTE 1                         NOTE 1
- -------------------------------------------------------------------------------------------------------------------------
GLA'S (Sq.Ft.)                       52,859         77,823       164,534          68,566         58,400         25,350   
- -------------------------------------------------------------------------------------------------------------------------
(GLA less Anchor if net lease)                                                                   14,400                  
- -------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------------
EXPENSES:
- -------------------------------------------------------------------------------------------------------------------------
CAM EXPENSES
- -------------------------------------------------------------------------------------------------------------------------
Utilities                         (3,228.11)     (7,485.97)                    (3,024.42)                    (2,814.40)  
- -------------------------------------------------------------------------------------------------------------------------
Parking Lot Maintenance           (5,909.00)    (11,289.55)                   (10,153.50)                    (2,886.66)  
- -------------------------------------------------------------------------------------------------------------------------
Non-Parking Public Areas          (1,271.13)                                                                             
- -------------------------------------------------------------------------------------------------------------------------
Light Repairs                     (2,179.11)     (1,975.00)                    (3,383.09)                                
- -------------------------------------------------------------------------------------------------------------------------
Landscaping                       (3,888.00)    (21,938.61)                      (830.00)                    (1,466.24)  
- -------------------------------------------------------------------------------------------------------------------------
Other CAM                           (225.00)     (5,236.61)    (71,848.00)                   (17,841.20)                 
- -------------------------------------------------------------------------------------------------------------------------
  CAM TOTALS                     (16,700.35)    (47,905.74)    (71,848.00)    (17,391.01)    (17,841.20)     (7,167.30)  
- -------------------------------------------------------------------------------------------------------------------------
  (CAM EXPENSES/SF)                  0.2657   $     0.6156   $     0.3693   $     0.2536   $     0.3055   $     0.2827   
- -------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------------
BUILDING MAINTENANCE
- -------------------------------------------------------------------------------------------------------------------------
  (Estimated @ $.10/SF)           (6,285.80)     (7,782.30)    (18,453.40)     (6,856.60)     (1,440.00)     (2,535.00)  
- -------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------------
GENERAL EXPENSES
- -------------------------------------------------------------------------------------------------------------------------
  Real Estate Taxes              (52,975.84)    (74,845.86)    (94,380.32)    (46,790.79)    (18,839.64)    (31,652.40)  
- -------------------------------------------------------------------------------------------------------------------------
  (RE TAX/SF)                        0.8428   $     0.9617   $     0.5115   $     0.6824   $     0.3226   $     1.2486   
- -------------------------------------------------------------------------------------------------------------------------
  Insurance                       (6,179.00)    (18,265.00)    (21,990.00)     (6,552.00)     (4,958.16)     (3,713.00)  
- -------------------------------------------------------------------------------------------------------------------------
  (INSURANCE/SF)                     0.0983   $     0.2347   $     0.1192   $     0.0956   $     0.0849   $     0.1465   
- -------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------------
ADMINISTRATIVE EXPENSES
- -------------------------------------------------------------------------------------------------------------------------
  Management Fees                (19,640.48)    (40,723.88)    (47,462.60)    (12,450.40)    (18,422.00)     (5,915.00)  
- -------------------------------------------------------------------------------------------------------------------------
  Other Administrative Exp.         (200.00)       (200.00)       (200.00)       (200.00)       (200.00)       (200.00)  
- -------------------------------------------------------------------------------------------------------------------------
  TOTAL ADMIN. EXPENSES          (19,840.48)    (40,923.88)    (47,662.60)    (12,605.40)    (18,622.00)     (6,115.00)  
- -------------------------------------------------------------------------------------------------------------------------
  (ADMIN. EXPENSES/SF)               0.3156   $     0.5259   $     0.2583   $     0.1638   $     0.3189   $     0.2412   
- -------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES                   101,981.57   $ 189,722.78   $ 254,334.32   $  90,195.80   $  61,701.20   $  51,182.70   
=========================================================================================================================

- -------------------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES/SF                    1.6224   $     2.4379   $     1.3783   $     1.3155   $     1.0565   $     2.0190   
- -------------------------------------------------------------------------------------------------------------------------

<CAPTION>
 
- ---------------------------------------------------------------------------------------------------------
ITEM                                Parker       Pascagoula    Phenix City         V           TOTALS
=========================================================================================================
<S>                             <C>            <C>            <C>            <C>         
                                
- ---------------------------------------------------------------------------------------------------------
GLA'S (Sq.Ft.)                     68,680           122,560         72,312         64,848      1,212,415
- ---------------------------------------------------------------------------------------------------------
(GLA less Anchor if net lease)     24,680            75,060         26,612
- ---------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------
EXPENSES:
- ---------------------------------------------------------------------------------------------------------
CAM EXPENSES
- ---------------------------------------------------------------------------------------------------------
Utilities                                         (9,942.81)     (6,400.38)     (7,221.97)    (44,861.04)
- ---------------------------------------------------------------------------------------------------------
Parking Lot Maintenance                           (3,428.00)    (10,674.00)     (6,598.57)    (69,561.78)
- ---------------------------------------------------------------------------------------------------------
Non-Parking Public Areas                                         (1,350.00)       (700.00)     (5,851.13)
- ---------------------------------------------------------------------------------------------------------
Light Repairs                                     (2,240.69)                                  (10,134.00)
- ---------------------------------------------------------------------------------------------------------
Landscaping                                       (1,845.45)       (445.00)     (1,675.00)    (53,694.30)
- ---------------------------------------------------------------------------------------------------------
Other CAM                         (18,104.00)                                     (900.00)   (230,171.97)
- ---------------------------------------------------------------------------------------------------------
  CAM TOTALS                      (18,104.00)    (17,456.95)    (18,869.38)    (17,095.54)   (414,274.22)
- ---------------------------------------------------------------------------------------------------------
  (CAM EXPENSES/SF)             $     0.2636   $     0.1427   $     0.2609   $     0.2636
- ---------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------
BUILDING MAINTENANCE
- ---------------------------------------------------------------------------------------------------------
  (Estimated @ $.10/SF)            (2,468.00)     (7,506.00)     (2,681.20)     (6,484.60)    (81,011.50)
- ---------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------
GENERAL EXPENSES
- ---------------------------------------------------------------------------------------------------------
  Real Estate Taxes                18,148.00     (50,243.04)    (44,606.36)    (17,134.33)   (577,201.84)
- ---------------------------------------------------------------------------------------------------------
  (RE TAX/SF)                   ($    0.2642)  $     0.4106   $     0.6169   $     0.2642
- ---------------------------------------------------------------------------------------------------------
  Insurance                       (14,820.00)     (9,510.00)     (8,350.00)    (21,940.00)   (154,577.20)
- ---------------------------------------------------------------------------------------------------------
  (INSURANCE/SF)                $     0.2158   $     0.0777   $     0.0878   $     0.3383
- ---------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------
ADMINISTRATIVE EXPENSES
- ---------------------------------------------------------------------------------------------------------
  Management Fees                 (20,938.64)    (33,437.44)    (22,216.68)    (16,522.00)   (355,798.60)
- ---------------------------------------------------------------------------------------------------------
  Other Administrative Exp.          (200.00)       (200.00)       (200.00)       (200.00)     (3,200.00)
- ---------------------------------------------------------------------------------------------------------
  TOTAL ADMIN. EXPENSES           (21,138.64)    (33,637.44)    (22,416.68)    (16,722.00)   (358,998.60)
- ---------------------------------------------------------------------------------------------------------
  (ADMIN. EXPENSES/SF)          $     0.3078   $     0.2749   $     0.3100   $     0.2578
- ---------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------
TOTAL EXPENSES                  $  38,384.64   $ 118,353.43   $  94,923.62   $  79,376.67  $1,586,063.36
=========================================================================================================

- ---------------------------------------------------------------------------------------------------------
TOTAL EXPENSES/SF               $     0.5589   $     0.9673   $     1.3127   $     1.2240
- ---------------------------------------------------------------------------------------------------------
</TABLE>

NOTE 1: These properties have not been in operation for a full year. Therefore,
certain expenses have been estimated.
- --------------------------------------------------------------------------------
<PAGE>

                           CHICOT CROSSING RENT ROLL                     8/14/97

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                     PERCENTAGE RENT                                
- ------------------------------------------------------------------------------------------------------------------------------------
SHOP #         TENANT          SQ. FT.  GLA %  RENT PSF     BASE RENT   TERM   EXPIRATION   RATE   SALES BASE   TAXES     INSURANCE 
====================================================================================================================================
<S>      <C>                   <C>      <C>    <C>        <C>            <C>    <C>          <C>   <C>         <C>       <C>        
                                                                                                                Tenant              
                                                                                                                 pays    Tenant pays
Anchor   Winn-Dixie #573(1)    47,300   41.0%  $  6.40    $   302,720    20     3/20/16      1%    $  302,721  expenses    expenses 
- ------------------------------------------------------------------------------------------------------------------------------------
Anchor   Harco                 10,125    5.8%  $  7.00    $    70,875    15      1/8/11      2%    $   70,875     yes         yes   
- ------------------------------------------------------------------------------------------------------------------------------------
         Carport                5,100    7.0%  $  3.58    $    29,015     5     2/21/01      2%    $   24,000     yes         yes   
- ------------------------------------------------------------------------------------------------------------------------------------
         It's Fashion           3,000    2.6%  $  9.50    $    28,500     5     1/31/01      2%    $1,425,000     yes         yes   
- ------------------------------------------------------------------------------------------------------------------------------------
         Cato                   5,000    4.3%  $  9.50    $    47,500     5     1/31/01      2%    $2,375,000     yes         yes   
- ------------------------------------------------------------------------------------------------------------------------------------
         Goody's               27,435   23.8%  $  6.80    $   186,558    10     3/31/06     0.03   $6,218,800     yes         yes   
- ------------------------------------------------------------------------------------------------------------------------------------
         Sally Beauty           1,540    1.3%  $ 12.30    $    16,942     5     9/26/00      n/a        n/a       yes         yes   
- ------------------------------------------------------------------------------------------------------------------------------------
         Olan Mills             1,240    1.1%  $  4.35    $     5,400     5     5/31/02      n/a        n/a       yes         yes   
- ------------------------------------------------------------------------------------------------------------------------------------
         Rehability             4,800    4.2%  $ 11.38    $    54,615     4      1/5/01      n/a        n/a       yes         yes   
- ------------------------------------------------------------------------------------------------------------------------------------
         Kentucky Finance       1,620    1.4%  $ 11.25    $    18,225     5     6/30/01      n/a        n/a       yes         yes   
- ------------------------------------------------------------------------------------------------------------------------------------
         VACANT                 2,400    2.1%  $ 10.00    $    24,000    5.5                 n/a        n/a                         
- ------------------------------------------------------------------------------------------------------------------------------------
         MCI Communications     N/A**    0.0%     n/a     $     5,400     5     6/30/01      n/a        n/a       n/a         n/a   
- ------------------------------------------------------------------------------------------------------------------------------------
         H & R Block            1,200    1.0%  $ 12.00    $ 14,400.00     5     5/31/02      n/a        n/a       yes         yes   
- ------------------------------------------------------------------------------------------------------------------------------------
         VACANT (warehouse)     8,600          $  3.00    $    25,800                                             n/a         n/a   
- ------------------------------------------------------------------------------------------------------------------------------------
         Totals               122,360                     $   831,950                                             
- ------------------------------------------------------------------------------------------------------------------------------------


<CAPTION>
- -----------------------------------------------------------------------------------------------------
                              REIMBURSABLES                  RENT  INCREASES  RENEWAL    OPTIONS
- -----------------------------------------------------------------------------------------------------
SHOP #         TENANT           CAM     MGMT FEE   RESERVE   DATE    AMOUNT   PERIODS    RATE/CAP
=====================================================================================================
<S>      <C>                  <C>          <C>        <C>    <C>      <C>    <C>            <C> 
                               Tenant                                                  
                                pays                                                   
Anchor   Winn-Dixie #573(1)   expenses     no         no                     6 for 5        same
- -----------------------------------------------------------------------------------------------------
Anchor   Harco                   yes       no         no                     4 for 5        same
- -----------------------------------------------------------------------------------------------------
         Carport                 yes       no         no                     3 for 5        same
- -----------------------------------------------------------------------------------------------------
         It's Fashion            yes       no         no                     3 for 5   $10,$10.50,$11
- -----------------------------------------------------------------------------------------------------
         Cato                    yes       no         no                     3 for 5   $10,$10.50,$11
- -----------------------------------------------------------------------------------------------------
         Goody's                 yes       no         no                     3 for 5   $7,$7.50,$8.00
- -----------------------------------------------------------------------------------------------------
         Sally Beauty            yes       no         no                     1 for 5      $20,790
- -----------------------------------------------------------------------------------------------------
         Olan Mills              yes       no         no                     1 for 5       $5,400
- -----------------------------------------------------------------------------------------------------
         Rehability              yes      yes         no                       n/a           n/a
- -----------------------------------------------------------------------------------------------------
         Kentucky Finance        yes       no         no                     2 for 3   $12/$12.50
- -----------------------------------------------------------------------------------------------------
         VACANT                                                              2 for 3         CPI
- -----------------------------------------------------------------------------------------------------
         MCI Communications      n/a      n/a        n/a                       n/a           n/a
- -----------------------------------------------------------------------------------------------------
         H & R Block             yes       no         no                     1 for 5       $12.60
- -----------------------------------------------------------------------------------------------------
         VACANT (warehouse)      n/a      n/a        n/a                                        
- -----------------------------------------------------------------------------------------------------
         Totals
- -----------------------------------------------------------------------------------------------------
- ---------================================================--------------------------------------------

         (1) "Bond" lease - Winn-Dixie pays all expenses.

         ** Storage building in rear of center.

- ---------=====================-----------------------------------------------------------------------
</TABLE>
<PAGE>

- --------------------------------------------------------------------------------
                                            1996
         CENTER/LOCATION               PROPERTY TAXES
- -----=======================================================--------------------
                                          1,742.45
- --------------------------------------------------------------------------------
                                         13,667.88
- --------------------------------------------------------------------------------
                                          1,111.68
- --------------------------------------------------------------------------------
      BROWNSVILLE PLACE                  34,371.84
- --------------------------------------------------------------------------------
      CHICOT CROSSING                    51,973.74
- --------------------------------------------------------------------------------
                                         18,245.60
- --------------------------------------------------------------------------------
      DELCHAMPS PLAZA                    52,875.84
- --------------------------------------------------------------------------------
                                      purchased in '97
- --------------------------------------------------------------------------------
                                          2,080.65
- --------------------------------------------------------------------------------
                                         74,845.86
- --------------------------------------------------------------------------------
                                         86,305.47
- --------------------------------------------------------------------------------
                                         46,790.79
- --------------------------------------------------------------------------------
      OPP MARKETPLACE                   7,177.70 (A)
- --------------------------------------------------------------------------------
                                         13,775.93
- --------------------------------------------------------------------------------
                                         44,606.36
- --------------------------------------------------------------------------------
                                         17,134.33
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
      (A) revised to exclude Winn-Dixie               
- --------------------------------------------------------------------------------
<PAGE>

                    [Letterhead of NEWTON OLDACRE MCDONALD]

July 30, 1997

For the years 1996 and 1997, Newton Oldacre McDonald (NOM) properties have been
consolidated onto master policies for insurance coverage. The 1997 policies are
held by The Travelers and The Fireman's Fund through Palomar Insurance Agency in
Montgomery, Alabama. All NOM properties subject to the forthcoming appraisal are
included in these two comprehensive policies except Parker Center in Parker,
Florida and an additional windstorm policy which was purchased for The Wye
Shopping Center in Panama City Beach, Florida.

Since the final Fireman's Fund policy for 1997 is pending, included are annual
1996 insurance premiums for those centers which were operating throughout 1996.
Property limits and coverages for these properties are broken down in the
following pages. Per our two master policies for 1997, general liability limits
per location are as follows:

                               Limits of Liability

            General Aggregate                                $2,000,000
            Products/Completed Operations                    $2,000,000
            Personal and Advertising Injury                  $1,000,000
            Each Occurrence                                  $1,000,000
            Fire Damage (Any One Fire)                        $ 300,000
            Medical Expense (any One Person)                     $5,000
<PAGE>

- --------------------------------------------------------------------------------
                                            1996
         CENTER/LOCATION                  INSURANCE   
- -----=======================================================--------------------
                                       ANNUAL PREMIUM
- --------------------------------------------------------------------------------
                                     under construction
- --------------------------------------------------------------------------------
                                       open August '96
- --------------------------------------------------------------------------------
                                        open Dec. '96
- --------------------------------------------------------------------------------
      BROWNSVILLE PLACE                  3,764.13 (1)
- --------------------------------------------------------------------------------
      CHICOT CROSSING                     9,674.84
- --------------------------------------------------------------------------------
                                          4,883.20
- --------------------------------------------------------------------------------
      DELCHAMPS PLAZA                     8,039.98
- --------------------------------------------------------------------------------
                                      under construction
- --------------------------------------------------------------------------------
                                        open Jan. '97
- --------------------------------------------------------------------------------
                                         16,226.46
- --------------------------------------------------------------------------------
                                         21,989.94 (2)
- --------------------------------------------------------------------------------
      ONE MAIN PLACE                      6,666.57
- --------------------------------------------------------------------------------
                                          3,777.36
- --------------------------------------------------------------------------------
                                         14,820.00
- --------------------------------------------------------------------------------
                                          6,460.07
- --------------------------------------------------------------------------------
                                        22,320.29 (3)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
      (1) does not include Wal-Mart (self-insured)
- --------------------------------------------------------------------------------
      (2) plus $4,147.65 fire protection & parking lot light tax
- --------------------------------------------------------------------------------
      (3) additional windstorm premium - $7,990.00 
            (Hutt Insurance - Panama City)
- --------------------------------------------------------------------------------
<PAGE>

                                                                       Exhibit 4
                                                    Winn Dixie Legal Description
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 200
<PAGE>

                                    EXHIBIT A

                                LEGAL DESCRIPTION
                                WINN-DIXIE PARCEL
                             PASCAGOULA, MISSISSIPPI

Commencing at the Northwest corner of section 6, T8S, R5W, Jackson County,
Mississippi. Thence North 89 degrees 40' 38" East 215.00 feet along the North
boundary of said section 6; Thence South 41 degrees 16' 52" East 600.00 feet to
the intersection of the East margin of Chicot Road and the South Margin of
Shortcut Road; Thence South 41 degrees 16' 52" East 790.00 feet along the East
margin of Chicot Road to the POINT OF BEGINNING.

Thence North 53 degrees 45' 12" East for a distance of 609.29 feet to a point;
Thence South 36 degrees 16' 33" East for a distance of 534.11 feet to a point;
Thence South 23 degrees 54' 50" West for a distance of 65.22 feet to a point;
Thence South 36 degrees 03' 37" East For a distance of 266.59 feet to a point
on the North margin of Highway 90; Thence South 53 degrees 47' 59" West For a
distance of 60.00 feet along the North margin of Highway 90 to a point; Thence
North 36 degrees 14' 48" West For a distance of 199.29 feet to a point; Thence
South 53 degrees 45' 53" West for a distance of 268.81 feet to a point; Thence
North 36 degrees 14' 29" West for a distance of 281.77 feet to a point; Thence
North 53 degrees 45' 31" East for a distance of 166.00 feet to a point; Thence
North 36 degrees 16' 33" West for a distance of 217.00 feet to a point; Thence
South 53 degrees 45' 31" West for a distance of 185.00 feet to a point; Thence
North 36 degrees 14' 48" West for a distance of 85.00 feet to a point; Thence
South 53 degrees 45' 17" West for a distance of 200.00 feet to a point on the
East margin of Chicot Road; Thence North 41 degrees 04' 07" West for a distance
of 50.17 feet along the East margin of Chicot Road back to the POINT OF
BEGINNING. Said property containing 5.25 acres more or less.
<PAGE>

                                                                       Exhibit 5
                                                 Insurable Value of Total Center
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 201
<PAGE>

Insurance Valuation

The insurance valuation utilizes the basic cost estimates presented in the Cost
Approach. However, certain cost items must be excluded as well as the land value
estimate.

Cost Items Excluded

1.  Basement Excavation
2.  Foundations Below Ground
3.  Piping Below Ground
4.  Architects' Fees

Source:     Marshall Valuation Service, Marshall & Swift
            Section 96, Pages 1-2

Depreciation Items Excluded

      Given the nature and purpose of the valuation, any external obsolescence
is excluded as a depreciation item. In addition, functional incurable resulting
from basic design parameters such as the site plan/layout of the improvements is
excluded. However, functional incurable obsolescence from certain cost
components may be included. All other forms of depreciation are included.

      The cost summary for insurance valuation purposes is presented on the
following page.
<PAGE>

INSURANCE VALUATION - COST APPROACH SUMMARY
Property:         Chicot Crossing Shopping Center
Address:          3419 - 3517 Denny Avenue/US-90
City:             Pascagoula
State:            Mississippi

================================================================================

================================================================================

Direct Costs                                                  Marshall Valuation
                                                              Cost Estimates
                                                              --------------

Structural improvements
     Property Size 130,353 SF @     $39.44 /SF   =               $5,140,710

Special Tenant Improvements*
Winn-Dixie #573     47,300 SF @     $15.00  /SF  =                  $709,500
Harco               10,125 SF @     $10.00  /SF  =                  $101,250
Goody's             27,435 SF @     $10.00  /SF  =                  $274,350
Warehouse            8,600 SF @    ($20.00) /SF  =                 ($172,000)

Site Improvements
Asphalt Paving     400,000 SF @      $1.50  /SF  =    $600,000
Fence                   20 LF @     $13.00  /LF  =         260
Signage & Lighting:                                     15,000
Landscaping:                                            20,000
Site Preparation                                             0
Traffic Light Installation:                                  0
Additional Fees & Permits                               20,000
                                                        ------
                     Subtotal Site improvements:                     655,260
                                                                     -------

                     Total Direct Costs:                          $6,709,070

Indirect Costs

                    Land Loan Interest:                $48,600
                    Lease-Up Costs:                    251,000
                    Professional Fees:                  50,000
                                                        ------

                     Total Indirect Costs:                           349,600
                                                                     -------

Total Direct and indirect Costs:                                  $7,058,670

Entrepreneurial Profit as % of Direct/Indirect Costs, Rd.    0%            0
                                                                  ----------
Total Cost New of Improvements and Profit:                        $7,058,670

Less:  Accrued Depreciation (Note Recognized in Insurable Value)           0
                                                                  ----------

Depreciated Cost of Improvements:                                 $7,058,670

Less:  Insurance Exlcusions
Basement Excavation*                  0.0%                  $0
Foundations Below Ground*             3.4%            $239,995
Architects' Fee**                     5.7%            $402,344
Site Work & Improvements                              $655,260
                                                      --------
 Total Insurance Exclusions                                       (1,297,599)
                                                                  -----------

Insurance Valuation by Cost Approach                              $5,761,071

                     Insurance Value Estimate, Rounded            $5,761,000

*Source: Marshall Valuation Service, Section 96
**Source: Marshall Valuation Service, Section 99



                                APPRAISAL REPORT

                                       OF

                          RIVER SQUARE SHOPPING CENTER
                              WARRIOR RIVER ROAD @
                                   FOREST ROAD
                             HUEYTOWN, ALABAMA 35023
                                    (B97-138)


                                       FOR

                                MR. LARRY MILLER
                             MERRILL LYNCH & COMPANY
                       WORLD FINANCIAL CENTER-NORTH TOWER
                               NEW YORK, NY 10281


                                      AS OF

                                DECEMBER 1, 1997


                                       BY

                              DAVID P. MULLINS, MAI
                        L. HARRIS HOLLANS, JR., ASSOCIATE
                            H. J. PORTER & ASSOCIATES
                            2000 CRESTWOOD BOULEVARD
                                    SUITE 304
                            BIRMINGHAM, ALABAMA 35210
                                 (205) 951-0019


                            H. J. Porter & Associates
<PAGE>

                   [Letterhead of H. J. Porter & Associates]

                                                              November 14, 1997

Mr. Larry Miller
Merrill Lynch & Company
World Financial Center - North Tower
New York, NY 10281

                                             Re:    Appraisal Report of
                                                    River Square Shopping Center
                                                    Warrior River Road @
                                                    Forest Road
                                                    Hueytown, Alabama 35023

Dear Mr. Miller:

At your request, the below signed associate has made an inspection and we have
completed an appraisal of the above referenced property. The purpose of this
appraisal was to estimate the prospective market value of the Leased Fee
Interest in the subject property, one of sixteen shopping centers to be included
in a portfolio of retail shopping centers that will be cross collateralized,
under single management, and subject to stringent release provisions. As such,
the estimated value of the subject property is subject to the above conditions.

Based upon our investigation into the subject property and its current economic
environment, we are of the opinion that the prospective market value of the
Leased Fee Interest in the subject property, as of December 1, 1997, will be:

               SEVEN MILLION EIGHT HUNDRED FIFTY THOUSAND DOLLARS
                                  ($7,850,000)

Please note that this report is subject to the contingent and limiting
conditions as found in the addendum of this report. Additionally, this report is
subject to the special assumptions and limiting conditions found on page 1. It
should be noted that our employment was not conditional upon our producing a
specific value or value within a given range. Future employment prospects with
Merrill Lynch are not dependent upon our producing a specified value. Also,
neither payment of our fee, nor our employment are/were based upon whether a
loan application is approved or disapproved. We appreciate the opportunity to be
of service to you in this matter.
<PAGE>

Mr. Miller
November 14, 1997
page 2


The attached report is submitted in support of these conclusions.

                                            Yours very truly,



/s/ David P. Mullins                      

David P. Mullins, MAI                      
Certified General Real Property Appraiser  
Alabama Certificate #G00008                


/s/ L. Harris Hollans, Jr.        

L. Harris Hollans, Jr., Associate        
Certified General Real Property Appraiser
Alabama Certificate #G00451              

                            H. J. Porter & Associates
<PAGE>

                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS

Property Identification:            River Square Shopping Center
                                    Warrior River Road @
                                    Forest Road
                                    Hueytown, Alabama 35023

Highest and Best Use
As Vacant and As Is:                Neighborhood Shopping Center

Date of Value:                      December 1, 1997

Date of Inspection:                 November 13, 1997

Date of Report:                     November 14, 1997

Site Data:                          11.16  Acres

Building Data
After Expansion:                    93,720 Sq. Ft. - GBA
                                    89,273 Sq. Ft. - NLA divided as:
                                        45,500 Sq.Ft. Winn Dixie
                                         8,450 Sq.Ft. Harco Drugs
                                        35,323 Sq.Ft. Shop Space

Estimated Land Value
As of December 1, 1997:             $1,150,000

Value Indications:                  $7,280,000       Cost Approach
                                    $7,870,000       Income Approach
                                    $7,800,000       Market Approach

Prospective
Market Value:                       $7,850,000


                                                       H. J. Porter & Associates
<PAGE>

                                TABLE OF CONTENTS

Intended Use of Appraisal....................................................  1
Special Assumptions and Limiting Conditions..................................  1
Environmental Considerations.................................................  1
Scope of the Assignment......................................................  1
Date of Value Estimate.......................................................  2
Type Appraisal/Type Report...................................................  2
Exposure Time................................................................  3
Property Ownership...........................................................  3
Property Location............................................................  4
Zoning/Public Utilities......................................................  4
Legal Description/Land Size..................................................  5
Ad Valorem Tax Analysis......................................................  6
Purpose of Appraisal/Definition of Value.....................................  8
Rights Appraised.............................................................  8
Area Analysis - Birmingham, Alabama..........................................  9
Neighborhood Analysis........................................................ 16
Site Analysis................................................................ 20
Description of Subject Improvements.......................................... 21
Highest and Best Use......................................................... 22
The Appraisal Process........................................................ 24
Land Value - Direct Comparison............................................... 27
Cost Approach to Value....................................................... 33
Income Approach to Value .................................................... 36
Market Approach.............................................................. 56
Reconciliation and Final Value Estimate...................................... 70
Certification................................................................ 71

         EXHIBITS

         Location Map.............................................Facing Page 3
         Survey...................................................Facing Page 5
         State Map................................................Facing Page 9
         Site Plan...............................................Facing Page 20
         Subject Photographs.....................................Facing Page 21
         Land Sales Map..........................................Facing Page 27
         Rental Location Map.....................................Facing Page 38
         Improved Sales Map......................................Facing Page 56

         REAR EXHIBITS

         Lease Synopses
         Dilmore Size Adjustment Tables
         Assumptions and Limiting Conditions
         Appraisers' Qualifications
         Appraisers' Certificates

                                                       H. J. Porter & Associates
<PAGE>

                                                                               1


INTENDED USE OF APPRAISAL

This appraisal has been requested to function as a basis for loan underwriting
purposes in conjunction with a mortgage loan to be placed upon the subject
property, and for use in the securitization of the mortgage. Accordingly, this
appraisal may be provided by Merrill Lynch & Company to potential investors in a
securitization or other sale of the mortgage loan. The appraisal is undertaken
without departure in accordance with USPAP as promulgated by the Appraisal
Foundation and as amended by the Comptroller of Currency.

SPECIAL ASSUMPTIONS AND LIMITING CONDITIONS

This appraisal is subject to a complete survey indicating the size of the site
to be approximately 11.16 acres. An older survey of the subject, recorded in
Plat Book 23, Page 18 in the Jefferson County (Bessemer Division) Courthouse,
indicated the size of the site to be 10.54 acres. There is currently a contract
for purchase of an additional 50 foot strip of land on the north side of the
site which is estimated to contain 0.62 acres. This strip of land will be used
to provide an access drive at the rear of the Winn Dixie store after
renovation/expansion. Therefore, the total land area for the subject site is
estimated at 11.16 acres. Additionally, the strip of land under contract is
zoned R-2, single family district, which does not allow commercial development.
The values presented in this report are subject to obtaining a zoning
designation on this site which will allow commercial development. Winn-Dixie
will execute an amendment to the existing lease which will include an increase
in the current rental rate and an extension of the original term for 20 more
years. The values presented in this report are subject to the execution of the
lease amendment as communicated to the appraisers by Tom Newton, purchaser.

ENVIRONMENTAL CONSIDERATIONS

According to a Phase I Environmental Site Assessment conducted by Gallet &
Associates, Inc., effective August 14, 1997, there are no significant
environmental liabilities located on the subject site. This valuation is made
subject to there being no contamination or a-typical soil conditions.

SCOPE OF THE ASSIGNMENT

The subject property, a neighborhood shopping center, is one of sixteen shopping
centers to be included in a portfolio of retail properties which will be cross
collateralized, under single management, and subject to stringent release
provisions.

The scope of the assignment includes undertaking the three recognized approaches
to value with consideration given to the current status of the retail market in
the Birmingham area. In the Cost Approach local Realtors(R) and Appraisers were
contacted and a search of public records was made to locate comparable land
sales. A detailed inspection of the property was made on

                                                       H. J. Porter & Associates
<PAGE>

                                                                               2


SCOPE OF THE ASSIGNMENT - (Continued)

November 13, 1997. Construction detail was taken from inspection notes, and from
the Site Plan titled Alterations and Additions to Winn-Dixie Store #550, River
Square Shopping Center, Hueytown Alabama, dated 6/9/97. The Site Plan was
prepared by Holmes-Wilkins Architects, 1019 So. Perry St., Montgomery, Alabama.
Cost calculations were taken from the Marshall Valuation Service, a recognized
national cost service indexed to the Birmingham market.

In the Income Approach to Value, a survey of local retail market conditions was
made by interviews with local leasing and management agents to determine if the
contract rents for the local tenant shop space was competitive and market
oriented. Expense comparables were studied to estimate appropriate expense
deductions. The resulting net operating income was capitalized into a value
estimate with an overall capitalization rate. The comparable improved sales
found in the Market Approach sold on direct capitalization of stabilized net
operating income rather than discounted cash flow analysis. The overall
capitalization rate was derived from market sales, built-up rates using current
market rates for debt and equity and from published investor surveys.

Local Realtors(R), Appraisers and mortgage lenders were interviewed to locate
sales of comparably improved properties. The sales located were compared to the
subject with adjustments made for items of difference. The three approaches to
value were reconciled to provide a value estimate of the property.

DATE OF VALUE ESTIMATE

The value estimate predicated in this report is made effective as of December 1,
1997, being the proposed date of execution for the Winn-Dixie lease amendment
and commencement of the new rental rate. The most recent on-site inspection of
the subject property took place on November 13, 1997. The data utilized in
preparing this appraisal was researched, gathered and/or updated during the
period September 2, 1997 to November 13, 1997. The Date of Report is made
effective as of the date of the transmittal letter.

TYPE APPRAISAL/TYPE REPORT

In accordance with the Uniform Standard of Profession Appraisal Practice, the
appraisers have performed a "Complete" appraisal according to Standard Rule 1
and communicated the results to the client in a "Self-contained Appraisal
Report" in accordance with Standard Rule 2-2a.

                                                       H. J. Porter & Associates
<PAGE>

                                                                               3


EXPOSURE TIME

The exposure time for the subject property, to obtain the values communicated
herein, is estimated to have been within one year or less. This exposure period
assumes competent sales and marketing efforts, the property is maintained in a
marketable condition, and that the property is sold for "market value" as
defined herein. The estimated exposure period is based upon the marketing period
for the Comparable Improved Sales 2 - 5 found in the Market Approach, all of
which sold within one year after completion.

PROPERTY OWNERSHIP

The subject property is under the ownership of:

Shopping Center Parcel:
                    The Western & Southern Life Insurance Co.
                                  400 Broadway
                              Cincinnati, OH 45202

Expansion Parcel (50' width):
                                 Mada J. Knight
                                1628 Gillies Dr.
                               Hueytown, AL 35023

The shopping center property was acquired by the current owner through
foreclosure on January 3, 1995. A Foreclosure Deed is recorded in Deed Book
1065, Page 399, found in the Bessemer Division of the Jefferson County Court
House. There are currently two different Contracts for Purchase on the subject.
The first is the Purchase agreement for the shopping center parcel. This
contract is dated August 28, 1997 between the current owner and Newton Oldacre
McDonald, L.L.C. The stated purchase price for the property is $3,650,000. This
sale price does not reflect the additional value added to the property
renegotiation of the Winn Dixie lease. Therefore, the estimated value in this
report varies from the actual purchase price "As Is". The second purchase
contract involves a strip of land 50 feet in width adjacent to the north side of
the subject. This contract is between the current owner and Newton Oldacre
McDonald, L.L.C. The stated purchase price for the property is $50,000

                                                       H. J. Porter & Associates
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                               [GRAPHIC OMITTED]

                                  Location Map
<PAGE>

                                                                               4


PROPERTY LOCATION

The subject property is located in the north quadrant of Forest Road and Warrior
River Road, approximately 3/4 miles northeast of the Central Business District
of Hueytown. It is located by street address as:

                          River Square Shopping Center
                                 235 Forest Road
                             Hueytown, Alabama 35023


ZONING/PUBLIC UTILITIES

The subject property is located in the City of Hueytown and is subject to that
cities zoning regulations. The current zoning of the subject site is B-3,
Community Business District. This zoning category allows for various commercial
and institutional uses, including neighborhood shopping center use. Currently,
the B-3 zoning category is the least restrictive commercial zoning
classification in the City of Hueytown. General requirements for this zoning
classification call for no minimum lot size, lot width of 150 feet, building lot
line set backs of 35 feet in the front, 35 feet in the rear, and 10 feet on the
sides. Parking requirements designate a minimum of 1 parking space per 250
square feet of Gross Leasable Area in the shopping center. Based on a Gross
Building Area of 93,720 sq. ft., the subject property requires 375 parking
spaces. As described, the subject property "As Is" and "As Proposed" complies
with these requirements.

The 50 foot strip of land north of the shopping center parcel is zoned R-2,
Single Family Residential district, which does not allow commercial development.
Currently, the property is in the process of rezoning to a district with
shopping center development as an allowable use. The values communicated in this
report are subject to obtaining a zoning classification which will allow
shopping center development.

The subject has all public utilities available to it, including electric, gas,
water, sewage and telephone. Electric power is provided by Alabama Power, and
gas is provided by Alagasco. Water and sewer are available and provided through
a sewer line and water line running along Warrior River Road. Public services
such as police and fire protection are amply provided for by the City of
Hueytown.

                                                       H. J. Porter & Associates
<PAGE>

                                [GRAPHIC OMITTED]

                                 AS BUILT SURVEY
<PAGE>

                                                                               5


LEGAL DESCRIPTION/LAND SIZE

Based on information found in Deed Book 1065, Page 399, in the Bessemer Division
of the Jefferson County Court House, the larger portion of the subject property
is legally described as:

      Lot 1, according to the survey of River Square, as recorded in Map Book
      23, Page 18 in the Probate Office of Jefferson County, Alabama, Bessemer
      Division, together with easements and other rights of the owner of Lot 1,
      its successors and assigns pursuant to the Non-exclusive Reciprocal
      Easements and Restriction Agreement recorded in Real 571, Page 276, in
      said Probate Office.

As indicated on the survey on the facing page, the property is irregular shaped
and contains a total of 459,161 sq.ft. or 10.54 acres. A separate legal
description for the 50 foot strip of land along the north property line of the
shopping center parcel was not available. The land size of this area is
estimated at 27,048 sq.ft. or 0.62 acres. This appraisal is subject to
completion of a survey to include both parcels which indicates a total land size
of 11.16 acres, more or less.

As indicated previously, the subject property is one of sixteen shopping centers
to be included in a portfolio of retail properties which will be cross
collateralized. The other shopping centers, included in the portfolio, are
listed as follows:

  ============================================================================
        Greenbrier Station Shopping Center            Anniston, AL             
        59 West Shopping Center                       Bessemer, AL
        Clanton Marketplace                           Clanton, AL
        Betts Crossing Shopping Center                Opelika, AL
        Opp Marketplace                               Opp, AL
        Russell Crossing Shopping Center              Phenix City, AL
        29 North Shopping Center                      Cantonment, FL
        Nine Mile Plaza Shopping Center               Pensacola, FL
        Parker Shopping Center                        Parker, FL
        The "Y" Shopping Center                       Panama City Beach, FL
        Mandeville Marketplace                        Mandeville, LA
        Brownsville Place Shopping Center             Brownsville, TN
        Chicot Crossing Shopping Center               Pascagoula, MS
        Delchamps Plaza                               Long Beach, MS
        One Main Place                                Moss Point, MS
  ============================================================================

                                                       H. J. Porter & Associates
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                                                                               6


AD VALOREM TAX ANALYSIS

The subject parcel is under the taxing authority of the Jefferson County Tax
Assessor's Office and is found on the tax rolls as:

Assessed to:
         Shop. Center:                      Western & Southern Life Ins. Co.
                                            400 Broadway
                                            Cincinnati, OH 45202

         Expan. Parcel :                    Mada J. Knight
                                            1628 Gillies Dr.
                                            Hueytown, AL 35023

Parcel I.D. #:                              01-30-20-3-003-079.000
                                            01-30-20-3-003-071.000

Value:                                      Land:                   $  918,320
                                            Improvements:           $1,604,660
                                                                    ----------
                                            Total:                  $2,522,980

Annual Tax (1997):                          $30,326.22

The values listed above do not reflect the tax on the 50 foot strip of land to
be acquired for expansion, since there is no separate assessment for this
property. The proposed expansion will likely increase the tax assessment to the
shopping center. Therefore, in order to estimate the subject's stabilized taxes,
four shopping centers were analyzed on the basis of appraised value per square
foot. The Jefferson County Tax Assessor appraises all properties in the county
and applies the millage rate of the municipality where the property is located
to the assessed value. The tax rate in the City of Hueytown, Jefferson County
for commercial property is $6.01 per $100 of assessed value with an assessment
ratio of 20% of appraised value.

The comparable properties used to estimate the subject's appraised value are
illustrated in the following table.

================================================================================
                                Tax Comparables
================================================================================
Property Name            Year Built  Size in Sq. Ft.  Total Value  Value/Sq. Ft.
- --------------------------------------------------------------------------------
Subject (Current)           1985         80,043       $2,522,980      $31.66
The Plaza at Riverchase     1989        110,450       $7,545,110      $68.31
The Village on Lorna*       1986        133,417       $8,284,230      $62.09
The Village in Trussville   1982         70,932       $4,086,230      $57.61
Trussville Shopping Center  1992         74,190       $4,067,770      $54.83
- --------------------------------------------------------------------------------
* Remodeled in 1995
================================================================================

                                                       H. J. Porter & Associates
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                                                                               7


AD VALOREM TAX ANALYSIS - (CONTINUED)

The Tax Assessor's appraised value per square for the four comparables range
from $54.83 to $68.31. The subject appears to be assessed at a rate well below
other shopping centers in the Metro area. However, after renovation the
re-assessment is likely to be less than the comparables. Based on the assessment
of the subject and comparables, the Tax Assessor's appraised value for the
subject property is estimated to fall between the lower end of the comparables
and the current assessment of the subject. Therefore, the estimated assessment
for the subject is $45.00 per square foot. From this estimate of value, the
subject's taxes are calculated in the following table.

================================================================================
                   Subject Property's Estimated Ad Valorem Tax
================================================================================
Shopping Center Area                                                 Total Area
Size - Square Feet (After Renovation)                                    93,720
Estimated Appraised Value Per Sq. Ft                                 $    45.00
                                                                     ----------
Total Estimated Appraised Value                                      $4,217,400
Assessment Ratio                                                          20.00%
                                                                     ----------
Assessed Value                                                       $  843,480
Millage Rate                                                             0.0601
                                                                     ----------
Estimated Ad Valorem Tax                                             $   50,693
================================================================================

                                                       H. J. Porter & Associates
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                                                                               8


PURPOSE OF APPRAISAL/DEFINITION OF VALUE

This appraisal is made for the purpose of estimating the prospective market
value of the leased fee interest in the subject property. Market Value is
defined by the Appraisal Standards Board of the Appraisal Foundation in the
Uniform Standards of Professional Appraisal Practice as:

      The most probable price which a property should bring in a competitive and
      open market under all conditions requisite to a fair sale, the buyer and
      seller, each acting prudently and knowledgeably, and assuming the price is
      not affected by undue stimulus. Implicit in this definition is the
      consummation of a sale as of a specified date and the passing of title
      from seller to buyer under conditions whereby:

1.    Buyer and seller are typically motivated;

2.    Both parties are well informed or well advised, and acting in what they
      consider their own best interest;

3.    A reasonable time is allowed for exposure in the open market;

4.    Payment is made in terms of cash in U.S. Dollars or in terms of financial
      arrangements comparable thereto; and

5.    The price represents the normal consideration for the property sold
      unaffected by special or creative financing or sales concessions granted
      by anyone associated with the sale.

RIGHTS APPRAISED

The ownership interest in the subject property appraised is the "Leased Fee
Estate." The Dictionary of Real Estate Appraisal, 3rd Edition, Page 204, defines
Leased Fee Estate as, " an ownership interest held by a Landlord with the right
of use and occupancy conveyed by lease to others. The rights of lessor "the
leased fee owner" and the leased fee are specified by contract terms contained
within the lease." A Lease Synopsis for each of the subject's 17 tenant leases
is found in the Addendum.

                                                       H. J. Porter & Associates
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                                [GRAPHIC OMITTED]

                                 MAP OF ALABAMA
<PAGE>

                                                                               9


AREA ANALYSIS - BIRMINGHAM, ALABAMA

The Birmingham Metropolitan Statistical Area (MSA) consists of four counties -
Jefferson, St. Clair, Blount, and Shelby. Walker County, previously apart of the
MSA, was dropped following the 1990 Census due to lagging population growth. The
City of Birmingham, is the largest city in the MSA and the State, and an
analysis of the subject's environment should begin with the City of Birmingham
and the MSA in general. The four basic factors which must be considered in
analyzing an area include:

                        Physical and Locational Factors
                        Economic and Financial Factors
                        Political and Governmental Factors
                        Sociological Factors

Each of these factors is discussed with conclusions as to their effect on the
subject property.

Physical and Locational Factors

Birmingham is centrally located in Jefferson County within the north central
portion of the State. The Birmingham SMSA was established in 1967 and included
Jefferson, Shelby and Walker Counties. St. Clair County was added in 1973, and
Blount County was added in 1983, with the SMSA being officially changed to MSA.
Walker County was dropped in 1991 following the 1990 Census which indicated a
decreasing population. The main city within this MSA is Birmingham, which is
surrounded by over thirty municipalities in the original SMSA alone. The City of
Birmingham's expansion by size and population has been stunted by the presence
of the many surrounding municipalities.

Birmingham is served by four interstate highways, four federal highways and five
state highways. The interstate system has been completed, with the final leg of
I-20 to Atlanta having been finished in mid-1986, as well as I-65 to the north
being completed within the same time period. The southern beltway of I-459 was
completed in 1985, and the connection of the Elton B. Stephens Expressway (U. S.
Highway 31) to Interstates 59/20 in the northern area of Birmingham was
completed in late 1987. The only remaining portion of the system to be completed
is the northern beltway portion of I-459.

Travelling distances to the following major southeastern cities are:

                Atlanta, Georgia           152 miles (East)
                Montgomery, Alabama         92 miles (South)
                New Orleans, Louisiana     354 miles (Southwest)
                Memphis, Tennessee         247 miles (Northwest)

                                                       H. J. Porter & Associates
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                                                                              10


AREA ANALYSIS - BIRMINGHAM, ALABAMA (CONTINUED)

Physical and Locational Factors - (Continued)

Birmingham is located in the foothills of the Appalachian Mountains, which
creates a great diversity in topography, varying from nearly level to very
steep. This topography has played a substantial role in the development of the
area as well as influencing land utility and values. The climate in the area is
fairly typical for the southeastern United States, and does not act as an
attraction or deterrent to local values. With the renewed energy consciousness,
the "Sun Belt" area has experienced an increasing demand and should continue to
do so.

Soils in the area are predominantly loamy clay formed in a sandstone and shale
residuum. This soil is appropriate for most types of construction with little
bearing problems. There are a number of underground streams in the area which,
along with old mining shafts and limestone sinkholes, have caused some problems
and must be addressed as to possible effects before construction or development
is contemplated.

Economic and Financial Factors

According to U. S. Census Reports, population trends in Birmingham and the MSA
have been as follows:

=============================================================================
  YEAR            BIRMINGHAM      JEFFERSON CO       MSA     MSA% CHANGE
- -----------------------------------------------------------------------------
  1900               38,415         140,420        270,225         -
  1910              132,685         226,476        465,294      +72.0%
  1920              178,806         310,054        436,665      - 6.0%
  1930              259,678         431,493        571,044      +30.7%
  1940              267,583         459,930        609,919      + 6.8%
  1950              326,037         558,928        708,721      +16.2%
  1960              340,887         634,864        772,044      + 8.9%
  1970              300,910         644,991        794,083      + 2.8%
  1980              286,799         671,392        884,014      +11.3%
  1990              265,968         651,525        907,810      + 2.7%
=============================================================================
           
As noted above, since the early 1960s, the City of Birmingham has been on a
downward population trend. Jefferson County showed small but increases through
the 1980 count, with the 1990 count decreased to a level just above that of
1970. This trend has been witnessed in the central city areas of other large
cities and is due to a combination of reasons.

Locally, the migration was originally caused by a number of reasons, including
social unrest, air pollution and relatively lower land costs in nearby suburban
areas. The social and pollution problems have been dealt with rather
effectively, and as suburban sprawl has continued, the conveniently located
suburban property has greatly increased in price. Along with these

                                                       H. J. Porter & Associates
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                                                                              11


AREA ANALYSIS - BIRMINGHAM, ALABAMA (CONTINUED)

Economic and Financial Factors - (Continued)

conditions improving the relative desirability of the central city, a trend
toward renovation of homes in the southern portions of the city and loft
apartments in the mid-town area has been evident. It appears that the trend
toward urban flight will continue, but at a slower pace than evident over the
past years. The actual population statistics will also be improved due to the
extensive annexation which has been undertaken by the City in the past 5 to 6
years.

The largest employers in Birmingham are the University complex (consisting of
the University Hospital and the University of Alabama in Birmingham). The
University of Alabama Birmingham and its Medical complex currently employ 12,193
individuals with an annual payroll of $282 million. The total number of jobs
attributable to the presence of UAB is 43,500, resulting in personal income of
$477.4 million. The most notable expansion of the UAB Medical complex is the
Health Services Foundation in Birmingham Midtown Section. The development which
is located between 20th & 21st Streets South along Sixth & Seventh Avenue's
contains 380,000+/- S.F. Other large employers include the United States
Government, the Jefferson County Government, the City of Birmingham, Alabama
Power Company, BellSouth Telephone Company, and the regionally strong
SouthTrust, AmSouth, Central, and Regions Banks.

The September 1997, figure for employment (non-agricultural) was 457,190
persons. Of this total, 20% are in goods producing and 80% are in service
producing. This compares to the 1975 mix of 21.8% manufacturing and 78.2% in
service and other categories. As this diversification continues, the economic
base will further broaden and lessen the overall effect of an economic slowdown
in any one industry. The unemployment rate for the Birmingham MSA was 3.4%,
which compares favorably with the State level of 4.9% and the National level of
4.9%.

Birmingham is well located in regard to distribution by way of the
aforementioned highways and also the five major rail lines and the expanding
municipal airport. Birmingham is the only southeastern city east of the
Mississippi River to be served by five rail lines. The municipal airport has had
several expansions over the past ten years and provides good air travel to
numerous cities throughout the United States. The airport, in combination with
the interstate network, rail system, and Birmingport (the port northwest of
Birmingham accessible via the Black Warrior River and the Locust Fork River),
make Birmingham readily accessible. Birmingham Port provides the Birmingham MSA
access to the Tenn-Tom Waterway which has not met its full potential at this
time.

In early to mid 1980s office construction was the main commercial area in which
a significant amount of new construction took place. This led to an continuing
oversupply of modern office space which made the competition for tenants keen.
The overall Birmingham office market is currently balanced as occupancy figures
are at 89% for the 4th quarter of 1996. The suburban office market for Class A
space, with an occupancy rate of 92.9%, is experiencing excess

                                                       H. J. Porter & Associates
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                                                                              12

AREA ANALYSIS - BIRMINGHAM, ALABAMA (CONTINUED)

Economic and Financial Factors - (Continued)

demand. Local developers are responding with announced plans for new
construction at Grandview Corporate Park and at Liberty Park.

The multi-tenant industrial market is also in balance. According to the 1996
Eason, Graham, and Sandner Report, an annual survey of Commercial/Industrial
properties in the Birmingham area, there was a total of 8,514,592 square feet
multi-tenant warehouse space with an overall occupancy rate of 88.4%.
Office/Warehouse and service center space is in balance, while bulk distribution
space is experiencing a slight oversupply. Demand continues to grow for
industrial space. During 1995, a total of 182,070 square feet of industrial
space was absorbed.

The Cities of Homewood and Birmingham jointly purchased 1,595 acres of land from
Mead Land Services, (historically, one of the largest land owners of Jefferson
County), in April of 1984. This acreage is west of Homewood in the general West
Oxmoor area and is being developed as a Research and Development Industrial Park
by Southern Research Institute. This land is the first industrial acreage of
this size made available to either city and should brighten Birmingham's
prospects for drawing large facilities needing vast amounts of land area. In
addition to this land, another 4,000 acres in Oxmoor Valley is being developed
as a research and development park. This is one of the fastest growing
industrial areas of Birmingham.

The housing market has been up and down during the early 1990s as a direct
reflection of local and national interest rates. However, for the last two
years, the low mortgage interest rates has created a relatively strong market
for housing. All sectors of the housing market have been affected favorably.
Single family detached housing has been the area of greatest growth. Zero lot
line developments have also received a strong growth push. Investment in
apartments have also been strong. However, the change in tax laws has had an
impact on the investment profile for apartments as well as other income
producing real estate. The one area of the housing market that has had the least
growth is the condominium market. The lower interest rates may have allowed
potential condominium buyers to purchase the higher priced single and zero lot
line housing. Whatever the causes, condominium sales (all price ranges) have
been especially slow for the past several years.

Presently, there are approximately 47,500 apartment units in the Birmingham
area. Of this amount, approximately 25% are in the "Over the Mountain" area. The
majority of these properties represent a fairly plain or "Vanilla" product, with
a basic amenity package. The Birmingham area has traditionally seen a
garden/flat type of product, with a very small percentage of townhomes. Rents
have historically been very reasonable due to the legacy of Birmingham as a
"blue collar town." The Birmingham Apartment sub-market geographical
concentrations include the following areas: Center Point Highway 75 and
Springville Road, Valley Avenue and Greensprings Highway, and Lorna Road. These
areas are presently experiencing occupancy levels in the 90% range. The Southern
Jefferson County sub-markets historically reported occupancy levels between 95%
and 99%.

                                                       H. J. Porter & Associates
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                                                                              13


AREA ANALYSIS - BIRMINGHAM, ALABAMA (CONTINUED)

Economic and Financial Factors - (Continued)

The Birmingham Retail Market is best analyzed through total retail sales. The
most recent information available is as of the end of 1996. The total taxable
retail sales within the Jefferson County and Birmingham MSA are as follows:

==============================================================================
       Year            Jefferson County               Birmingham MSA
- ------------------------------------------------------------------------------
       1985             $4,521,135,000                $5,360,458,000
       1986             $4,758,899,000                $5,670,057,000
       1987             $4,822,225,000                $5,797,096,000
       1988             $4,874,436,000                $5,902,800,000
       1989             $4,727,061,000                $5,839,249,000
       1990             $4,815,721,000                $5,990,706,000
       1991             $4,745,723,000                $5,931,182,000
       1992             $5,679,566,000                $7,067,370,000
       1993             $6,079,848,000                $7,591,790,000
       1994             $6,587,338,000                $7,776,310,000
       1995             $6,877,949,000                $8,151,911,000
       1996             $7,007,714,000                $8,382,105,000
==============================================================================

The retail sales figures indicate a return to a steady annual increase in retail
sales volume. The continued expansion outward from the Birmingham area, and the
opening of large shopping centers, such as the Brook Highland Plaza along the
280 Corridor and the new Wildwood North Centre should improve the overall retail
sales levels for the MSA.

Utilities are amply provided for by a number of public systems with Southern
Natural Gas providing supplies to Alabama Gas Company and several municipal
suppliers. The Birmingham Water Works Board provides most of the water supply in
the area with some private firms and out lying municipalities providing
supplies. Sewage disposal is a problem in that the Environmental Protection
Agency had, at one time, greatly curtailed the expansion of sewer tapons which
affected development plans throughout the area. This curtailment has been
partially lifted with the net result being an enhancement of continued
development as evidence by the vast amount of new construction in the area.
Alabama Power provides most of the electrical power to the area with TVA power
available in a few areas through municipal systems.

One of the most important economic and financial factors to impact the
Birmingham MSA was construction of German auto maker Mercedes-Benz assembly
plant for sport utility trucks in Vance, Alabama. Vance is located just south of
Interstate Highway 59/20 in Tuscaloosa County approximately 15 miles south west
of Birmingham. The plant started production in June 1997 and employs
approximately 1,500 workers. Mercedes-Benz has identified thirty one major
subcontractors who will supply materials and parts for assembly of their
vehicles. Due to the

                                                       H. J. Porter & Associates
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                                                                              14


AREA ANALYSIS - BIRMINGHAM, ALABAMA (CONTINUED)

Economic and Financial Factors - (Continued)

"on time" manufacturing system used by Mercedes-Benz, many of these
subcontractors have built manufacturing facilities within close proximity to the
Mercedes-Benz plant.

The most likely impact that the Mercedes-Benz plant will have on the Birmingham
MSA will be an increase in demand for warehouse storage, single and multi-family
residential dwellings, and retail facilities. With the long range development
plans for the Oxmoor Valley, the substantial amount of vacant land south of
Interstate 459 west of Hoover, and Hoover's aggressive annexation of surrounding
land which is now limited on their north, east and south sides, there may be a
major shift in residential development to the south west area of Birmingham away
from the US Highway 280 and 31 Corridors. Hoover has one of the best school
districts in the Birmingham MSA, and the demand by area residents to be in this
school district has provided much of the impetus for their aggressive annexation
program.

Political and Governmental Factors

The City of Birmingham is effectively governed by a mayor-council government.
The surrounding cities each have their own governments as do each of the
counties. Each municipality provides police and fire protection with most rated
from average to good.

The Birmingham MSA has the services of the Birmingham Regional Planning
Commission, a locally and federally funded commission which assists in the long
range planning for the area as well as studying population, employment, and
other factors within the area. This commission has met with a mixed success in
its acceptance by the municipalities. Each municipality effects its own zoning
controls, as does Jefferson County in the unincorporated areas. Outlying areas
in the other counties have no zoning. To date, there have been no inordinately
restrictive policies implemented in the area.

The Cities of Birmingham, Vestavia and Hoover have been on aggressive annexation
drives with Birmingham extending its limits down Highway 280 into North Shelby
County. Hoover, which already included Riverchase Planned Community, has
recently taken in the well established Inverness Planned Community as well as
the new Greystone Development, both of which are in North Shelby County.

Sociological Factors

Birmingham has a number of cultural and recreational outlets. Included among
these are the Birmingham-Jefferson Civic Center complex which features a 100,000
square foot exhibition hall, a 3000 seat concert hall, a 100 seat theater and a
20,000 person capacity coliseum. A wide range of events are available, ranging
from symphony concerts and ballet to ice hockey,

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                                                                              15


AREA ANALYSIS - BIRMINGHAM, ALABAMA (CONTINUED)

basketball, rodeo and rock concerts. There are a number of fine eating
establishments and night clubs in the area as well as other recreational
outlets.

The reputation of Birmingham has improved greatly since the social unrest of the
early 1960s. Positive steps have been made to reduce this unrest with only
occasional incidents arising at the present time. The air quality has been
greatly improved with the modernization of the steel industries and the closing
of older, outmoded operations. The life styles of Birmingham have become more
diversified than in the past, with enough recently developed and proposed
projects to accommodate this vibrant and changing area. The urban areas are
being revitalized with new construction and restoration projects providing new
housing, shopping and work areas in the core areas of Birmingham. In addition,
the suburban areas are ever-changing, partly as a result of the overall growth
patterns being southward and east/northeast from downtown Birmingham, and partly
as a result of the recently completed sections of the interstate systems.

Conclusion

Birmingham, originally founded on the production of steel, has become a
diversified city with a fairly broad economic base. The cultural, recreational
and educational environment of the City is good & continually improving.
Birmingham has, economically, a broad base and a fairly large number of middle
to upper middle income families. There is a wide range of incomes, as would be
expected in a city of its size, which provides an ample supply of labor and
middle and upper level management. Birmingham, a stable to improving area, is
attractive to investment capital and is a city which is working on improvement,
making it more desirable as a location for real estate investments.

                                                       H. J. Porter & Associates
<PAGE>

                                                                              16


NEIGHBORHOOD ANALYSIS

The term neighborhood is defined in "The Appraisal of Real Estate" 11th Ed. at
page 189 as "a group of complementary land uses." The four basic factors which
must be considered in analyzing a neighborhood or district, as in an area
analysis are:

(1)   Physical and Locational Factors

(2)   Economic and Financial Factors

(3)   Political and Governmental Factors

(4)   Sociological Factors

Each of these factors is discussed briefly with conclusions as to their effect
on the subject property.

Physical and Locational Factors

The subject property lies north of Interstate 20/59 inside the city limits of
Hueytown, Alabama. The neighborhood boundaries are best described as that area
within the city limits of Hueytown. Hueytown is located on the western fringe of
the Birmingham metropolitan area, north of the City of Bessemer. This
neighborhood is best characterized as a residential community with the usual
complement of institutional, service, and retail establishments throughout the
neighborhood. However, some evidence of employment growth with a slight decline
in population indicates a changing market.

Allison Bonnet Memorial Drive (Warrior River Road) is the primary east/west
traffic artery linking Hueytown with the interstate highway. Brooklane Drive and
Hueytown Road are primary north/south traffic arteries linking Hueytown and
Bessemer as well as the interstate highway. Allison Bonnet is a five lane
highway from the interstate to Brooklane Drive where it narrows to two lanes.
This road is heavily developed with commercial property as well as older
residential homes. Brooklane Drive is a two lane road which has been developed
with a variety of commercial, industrial, and residential properties. Property
development along Brooklane Drive is in a state of transformation from
residential to commercial and industrial uses. Hueytown Road, like Brooklane
Drive is in a state of transition from residential to commercial uses.

The subject property is located at a major intersection within the City. Both
Warrior River Road and Forest Road provide arterial access to all points within
the city limits. Forest Road runs in a north/south direction connecting Warrior
River Road with the central business district of Hueytown. Most major retail
development in Hueytown, over the past 20 years, has taken place in this general
vicinity.

The topography of the general area consist of gently rolling hills with adequate
drainage within natural drainage basins. According to FEMA Flood Insurance Rate
Map, Community Panel

                                                       H. J. Porter & Associates
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                                                                              17


NEIGHBORHOOD ANALYSIS - (CONTINUED)

010337 0007 A, effective January 2, 1981, the subject property is not located in
a flood hazard zone. The availability of utilities varies within the City of
Hueytown. Water, electricity, telephone, and cable television service is
generally available. Sanitary sewer is available in most areas, including the
subject's.

Economic and Financial Factors

The subject neighborhood is in the stability phase of its life cycle. Based on
information gathered from data published by the Birmingham Planning Commission,
several demographic trends have been noticed. First, the overall population of
the subject's Pleasant Grove/Hueytown region (BPC district 15) has experienced a
slight decrease between 1980 and 1990. According to 1990 U.S. Census figures the
planning district population was recorded at 37,272 down from 38,658 in 1980.
The total decrease in population in 1990 was 1,386 persons, an decrease of 3.6%.
A recent article in the Birmingham News indicates that the U.S. Census Bureau
has estimated that between 1990 and 1996, Hueytown's population decreased only
slightly, by 1%. However, the decrease in population has mainly been observed in
the areas located within the densely developed areas of the city. It is expected
that this decrease can be attributed to the natural change in land use from
residential to commercial use as neighborhoods mature. Evidence of this is
provided by overall population increases in the areas north and west of Hueytown
which showed increases as much as 27.2%.

The second most important trend is an overall increase in employment as recorded
for the years 1984 to 1993. During this period employment for the Hueytown area
increased from 4,292 to 7,393. Based on employment projections, overall
employment in the area is expected to increase 37.5% over the period 1993-2015.
This increase in employment further supports the assumption that though a net
decrease in population has been noticed, employment growth indicates a stable
market.

One may conclude that the Hueytown area is still a viable place for new
development. However, it is noted that the area is in a period of transition
from a residential to commercial community in the central part of the city to a
more populated residential community to the west and north. This transition
should prove to benefit the subject property as people migrate to the areas in
West Jefferson County.

One notable development in the area that will have a general impact on the
subject neighborhood is Vision Land Theme Park, which will be comparable to
Atlanta's Six Flags and similar theme parks. The park, which is under
construction, is located just north of I-59/20 approximately 4 miles from the
subject. Vision Land is being developed jointly by several local cooperating
governments and local industries with bond financing provided by the Alabama
State Legislature.

The subject faces little competition from anchored shopping centers, since there
are no truly comparable neighborhood or community centers in Hueytown. There are
a few strip centers located along Warrior River Road and Forest Road. The
closest is a neighborhood center just

                                                       H. J. Porter & Associates
<PAGE>

                                                                              18


NEIGHBORHOOD ANALYSIS - (CONTINUED)

south of the subject with several local tenants and a Fred's dollar store and
CVS pharmacy. All other centers in the area are small strip centers with two to
five tenants. These centers are not comparable to the subject. At the southwest
corner of Brooklane and Allison Bonnet, a new strip center is under
construction. The existing building at this location will be razed. At the
southwest corner of Brooklane Drive and Hart Avenue, a new restaurant has been
constructed, and just south of it is the new post office.

The closest comparable properties are located in the City of Bessemer. Here,
there are several food and drug anchored neighborhood shopping centers and two
free standing supermarkets. The first property is the large Bruno's Food and
Pharmacy located at the West Lake Mall. This supermarket is attached to the
324,000 Sq. Ft. mall and fronts U.S. 11. The property was constructed in 1970
and has been renovated within the last four years. Bruno's purchased the mall in
1991 for $1,750,000.

Across from the West Lake Mall is the Bessemer Plaza, which is anchored by
K-Mart, Food Giant, and Big-B Drugs. This shopping center contains a total of
157,800 square feet of space and was constructed in 1971 and renovated in 1990.
Due to the topography of the site, which is mostly below grade, and the angular
layout of the buildings, the property suffers from poor visibility.

Located further south along U.S. 11 about 2.25 miles from the subject is the
West Town Plaza shopping center. This neighborhood center includes a vacant
Wal-Mart store (Wal Mart relocated next to the subject), Big Lots, and Eckerd
Drug, as well as several thousand feet of shop space and several out-parcels.
This property was developed in the early 1970's.

Two new developments in the area will have little impact on the subject
property. Wal-Mart recently completed a new super store which contains in excess
of 128,000 square feet. The second is the 59 West Marketplace anchored by Winn
Dixie and Drugs for Less. This development contains a total of 95,591 sq.ft.
Occupancy in the local shop space in these centers ranged from 68.8% to 100%.

Political and Governmental Factors

Property taxes for real estate located in the city of Hueytown are higher than
those assessed for property in the unincorporated areas of Jefferson County. The
subject is no exception with the property located within the city of Hueytown
taxed at a higher rate than properties located in the county. The tax rate for
property in the city is $6.01 per $100 of assessed value.

Schools which serve the subject neighborhood are under the leadership of the
City of Hueytown and Jefferson County. The two main secondary schools serving
the area are Hueytown High School and Pittman Middle School.


                                                       H. J. Porter & Associates
<PAGE>

                                                                              19


NEIGHBORHOOD ANALYSIS - (CONTINUED)

Sociological Factors

The immediate area of the subject neighborhood being adjacent to several stable
middle income residential subdivisions should positively influence the subject
property. Crime rates within the city area are low; and the area should prove
desirable for development.

The immediate area surrounding the subject site is a stable community where
overall employment rates have increased over the past decade. The ease of access
from the subject to major traffic arteries, as well as its proximity to
Birmingham, access to medical, educational, recreational, commercial, and
employment centers, makes the subject neighborhood a viable place for retail
development.

Conclusions

The subject property's convenient location in the City of Hueytown provides
retail space for the residents of the higher growth areas located north and west
of the subject. This growth is brought about by a combination of factors, such
as a relatively low density of development outside the city limits, the
availability of land, and an overall increase in employment. By all indications
this trend should continue. There are no significant anchored shopping center
developments in the neighborhood which compete directly with subject. In
summary, Hueytown is a growing community within the greater Birmingham area and
is a viable location for real estate development.

                                                       H. J. Porter & Associates
<PAGE>

                              SUBJECT PHOTOGRAPHS

                               [GRAPHIC OMITTED]

1. Winn Dixie Storefront

2. Front view of subject

3. Front view of subject

4. Front view of Subject

5. Rear loading area (shops)

6. Rear loading area (Winn Dixie)

7. 50 foot expansion parcel

8. View southeast along Warrior River Road

9. View northeast along Forest Road
<PAGE>

                              SUBJECT PHOTOGRAPHS

                               [GRAPHIC OMITTED]

1. Winn Dixie Storefront

2. Front view of subject

3. Front view of subject

4. Front view of Subject

5. Rear loading area (shops)

6. Rear loading area (Winn Dixie)

7. 50 foot expansion parcel

8. View southeast along Warrior River Road

9. View northeast along Forest Road
<PAGE>

                              SUBJECT PHOTOGRAPHS

                               [GRAPHIC OMITTED]

1. Winn Dixie Storefront

2. Front view of subject

3. Front view of subject

4. Front view of Subject

5. Rear loading area (shops)

6. Rear loading area (Winn Dixie)

7. 50 foot expansion parcel

8. View southeast along Warrior River Road

9. View northeast along Forest Road
<PAGE>

                              SUBJECT PHOTOGRAPHS

                               [GRAPHIC OMITTED]

1. Winn Dixie Storefront

2. Front view of subject

3. Front view of subject

4. Front view of Subject

5. Rear loading area (shops)

6. Rear loading area (Winn Dixie)

7. 50 foot expansion parcel

8. View southeast along Warrior River Road

9. View northeast along Forest Road
<PAGE>

                              SUBJECT PHOTOGRAPHS

                               [GRAPHIC OMITTED]

1. Winn Dixie Storefront

2. Front view of subject

3. Front view of subject

4. Front view of Subject

5. Rear loading area (shops)

6. Rear loading area (Winn Dixie)

7. 50 foot expansion parcel

8. View southeast along Warrior River Road

9. View northeast along Forest Road
<PAGE>

                              SUBJECT PHOTOGRAPHS

                               [GRAPHIC OMITTED]

1. Winn Dixie Storefront

2. Front view of subject

3. Front view of subject

4. Front view of Subject

5. Rear loading area (shops)

6. Rear loading area (Winn Dixie)

7. 50 foot expansion parcel

8. View southeast along Warrior River Road

9. View northeast along Forest Road
<PAGE>

                              SUBJECT PHOTOGRAPHS

                               [GRAPHIC OMITTED]

1. Winn Dixie Storefront

2. Front view of subject

3. Front view of subject

4. Front view of Subject

5. Rear loading area (shops)

6. Rear loading area (Winn Dixie)

7. 50 foot expansion parcel

8. View southeast along Warrior River Road

9. View northeast along Forest Road
<PAGE>

                              SUBJECT PHOTOGRAPHS

                               [GRAPHIC OMITTED]

1. Winn Dixie Storefront

2. Front view of subject

3. Front view of subject

4. Front view of Subject

5. Rear loading area (shops)

6. Rear loading area (Winn Dixie)

7. 50 foot expansion parcel

8. View southeast along Warrior River Road

9. View northeast along Forest Road
<PAGE>

                              SUBJECT PHOTOGRAPHS

                               [GRAPHIC OMITTED]

1. Winn Dixie Storefront

2. Front view of subject

3. Front view of subject

4. Front view of Subject

5. Rear loading area (shops)

6. Rear loading area (Winn Dixie)

7. 50 foot expansion parcel

8. View southeast along Warrior River Road

9. View northeast along Forest Road
<PAGE>

                               [GRAPHIC OMITTED]

                                      PLAN
<PAGE>

                                                                              20
SITE ANALYSIS

The subject property is located in the north quadrant of Forest Road and Warrior
River Road, approximately 3/4 mile northeast of the Central Business District of
Hueytown. As indicated in the site plan on the facing page, the subject property
is irregular shaped. The individual site characteristics of the shopping center
site are as follows:


Size:                      10.54 Acres (Shopping Center)
                            0.62 Acres (Expansion Parcel)
                           -----
                           11.16 Acres Total


Shape:                     Irregular


Street Frontage:           573.83 feet on Warrior River Road
                           111.16 feet on Forest Road


Curb-cuts:                 There are three curb cuts on Warrior River Road and
                           one on Forest Road.



Excess Land:               None


Topography:                The site is now level. Prior to construction it was
                           rolling.


Drainage/Flood
Hazard:                    Drainage is adequate. According to the FEMA Flood
                           Insurance Rate Map, Community Panel # 010337 0007 A,
                           the subject property is not located in a flood hazard
                           zone.

Utilities:                 All utilities are available to the site.

Site Improvement:          After renovation there will be approximately 299,960
                           square feet of asphalt paving which accommodates 448
                           parking spaces and drive lanes. There will be 13,000
                           sq.ft. of concrete paving most of which will be used
                           for truck loading. Other improvements include
                           approximately 1,715 linear feet of concrete curb and
                           gutters, approximately 1,815 linear feet of chain
                           link fence, pylon sign, and parking lot light
                           standards.

                                                       H. J. Porter & Associates
<PAGE>

                                                                              21


DESCRIPTION OF SUBJECT IMPROVEMENTS

The subject's improvements were completed and occupied in both 1985 and 1986.
The building presently contains 80,043 square feet of gross building area, and
78,773 square feet of stated leased area. After renovation/expansion, the
building will contain 93,720 square feet of gross building area, and 89,273
square feet of stated leased area. The difference between gross building area
and stated leased area is due to the Winn-Dixie lease. Their building will
contain 49,321 square feet but their lease states a demised area of 45,500
square feet, with the difference being the loading and rear storage areas. This
situation is the same for the property as is. Other divisions of space include
8,450 square feet leased to Harco Drugs, and 35,323 square feet of
local/regional shop tenants. The drugstore area and local tenant space will not
be included in the renovation.

Basic construction detail includes:

Roof:                      Built up tar and gravel over rigid insulation on
                           metal decking.

Walls:                     Exterior walls are split face fluted concrete block
                           on the building front and painted concrete block on
                           the sides and rear. Partition walls between tenant
                           spaces are painted sheetrock on metal wall studs.

Canopy:                    Canopies are a combination of brick veneer, dryvit,
                           and standing seam metal awnings built on block
                           columns.

Doors:                     Anodized aluminum store front doors. Interior (rest
                           room) doors hollow core wood.

Windows:                   Anodized bronze aluminum store fronts with single
                           glazing.

Floors:                    Reinforced 4" concrete slab with resilient tile
                           cover.

Insulation:                Rigid insulation in built-up roof system.

Ceilings:                  Suspended lay-in acoustic tile with recessed
                           fluorescent light fixtures.

HVAC:                      Individual roof mounted electric central heating and
                           cooling for each unit. Make unknown.

Plumbing:                  One or two-two fixture restrooms in each shop space.
                           The building area from Winn Dixie to Harco is fully
                           equipped with a wet sprinkler system.

                                                       H. J. Porter & Associates
<PAGE>

                                                                              22


HIGHEST AND BEST USE

Highest and best Use is defined in the Dictionary of Real Estate Appraisal, 3rd
edition, page 171, as:

      "The reasonably probable and legal use of vacant land or an improved
      property, which is physically possible, appropriately supported,
      financially feasible, and that results in the highest value. The four
      criteria the highest and best use must meet are legal permissibility,
      physical possibility, financial feasibility, and maximum profitability."

Based on this definition, consideration must be given to both the subject land
site as if vacant, and the total property as improved.

Highest & Best Use - As Vacant

Physically Possible - The subject's total land area of 11.16 acres would support
an office complex, a neighborhood shopping center with or without out parcel
lots, apartment complex, industrial building or a combination of these uses. The
shape and configuration of the site is well suited for a neighborhood shopping
center. The site has sufficient area to allow these uses and provide sufficient
area for parking.

Legally Permissible - The subject's zoning of B-3, does not restrict commercial
development of the subject site. However Industrial and Residential Development
is not allowed.

Financially Feasible - The best indication of financial feasibility is the
development patterns in the subject neighborhood and those in similar
neighborhoods through out Birmingham. The subject neighborhood is in a period of
stability with only modest growth. As indicated in the Neighborhood Analysis,
there are numerous residential subdivisions within close proximity to the
subject property. Warrior River Road is a major traffic artery serving West
Jefferson County and the City of Hueytown. Forest Road is a primary traffic
route serving the residential growth area north of the subject property. There
are no comparable shopping centers with food anchors within the subject's
immediate area that serve neighborhood residents.

It would appear therefore, that the optimum use of the subject site would be for
retail purposes.

Maximally Productive - The maximally productive use of the subject property is a
function of the density and development potential of the site. Due to the
dynamic state of supply and demand for retail space in the subject's market
environment, a build-out commensurate with successful leasing activity is most
prudent. Most retail centers in the area are located at the intersection of two
heavily travelled streets, like the subject's location.

Based upon the previous analysis, the highest and best use of the subject site,
as vacant and available to be put to its highest and best use, is for a food and
drug anchored neighborhood shopping center containing approximately 100,000
square feet of gross building area.

                                                       H. J. Porter & Associates
<PAGE>

                                                                              23


HIGHEST AND BEST USE - (CONTINUED)

Highest & Best Use - As Improved & As Renovated

The use of the subject site currently, for a neighborhood shopping center and
parking appears to be consistent with highest and best use as if vacant. Next
focus shifts to the adequacy of the improvements for maximizing return.

Physically Possible - The existing building on the subject site is well located
on the subject site with parking conveniently located near the retail shops. The
existing building's contribution to total value is substantial and appears to
provide adequate but not a maximum return to the land. The overall size of the
subject site would allow a larger building area than is currently in place on
the property. As indicated in the highest and best use analysis "As if Vacant",
the subject site would support a shopping center of approximately 100,000 sq.ft.
and allow sufficient area for parking. The quality of the improvements or design
of the building appears to be consistent with highest and best use.

Legally Permissible - The improvements in place on the subject property are
consistent with the zoning restrictions. The proposed improvements appear to
meet zoning requirements as stated in the zoning analysis section of this
report. However, the 50 foot expansion parcel will have to be rezoned to allow
for commercial development.

Financially Feasible - The current plans for the subject property include
renovation and expansion of the existing Winn Dixie space to 45,500 sq.ft. with
an increase in rental rate to $9.25 per sq.ft. The current rental rate for Winn
Dixie is $5.70 per sq.ft. This lease amendment will considerably increase the
overall return on the property. No items were noted which would necessitate
renovation or improvement to command a higher rental rate on the subject's Harco
Drugs or local tenant space.

Maximally Productive - Renovation and expansion of the Winn Dixie space will
increase the size of the subject to 93,720 sq.ft., near the 100,000 sq.ft.
optimum building size indicated in the highest and best use analysis "As if
Vacant". The addition of anchor as opposed to local tenant space enhances the
overall value of the center. The subject's proposed improvements appear to be
consistent with the highest and best use of the subject land site as if vacant.
Based on this analysis, the subject's neighborhood shopping center "As Proposed"
is considered to be the highest and best use of the property, as improved.

                                                       H. J. Porter & Associates
<PAGE>

                                                                              24

THE APPRAISAL PROCESS

The appraisal process is a procedure for estimating the market value of real
property. This process involves gathering all pertinent information available
from the market which may influence the value of the subject property. This data
is then utilized in forming an estimate of value based upon the three generally
accepted approaches to value. These three approaches are the Cost Approach, the
Income Approach, and the Direct Sales Comparison Approach.

Cost Approach

The Cost Approach is defined as that approach in appraisal analysis which is
based upon the proposition that an informed purchaser would pay no more than the
cost of producing a substitute property with the same utility as the subject
property. It is assumed that the potential purchaser considers producing a
substitute property with the same utility as the property being appraised. This
analysis involves the cost to buyer of producing an exact replica of the subject
property, in the same location and condition as the subject property, as of the
effective date of the appraisal.

The application of the Cost Approach involves the following steps:

1.    Estimating value of the site as if vacant and available to be put to its
      highest and best use.

2.    Estimating the reproduction cost new of the improvements.

3.    Estimating all elements of accrued depreciation.

4.    Subtracting the total accrued depreciation from the reproduction cost new
      of the improvements (resulting in an estimate of the present worth of the
      improvements).

5.    Adding the present worth of all the improvements (including site
      improvements) to the estimated site value.

6.    Rounding the figure to an appropriate indication of value.

The major limitations of the Cost Approach is its reliance upon an estimation of
accrued depreciation. Generally, the older the property and the higher the
estimate of accrued depreciation, the less reliable becomes the value indication
from this approach. This is particularly critical in the valuation of older
properties that normally incur greater amounts of depreciation. The Cost
Approach is particularly appropriate when the property being appraised involves
relatively new improvements which represent the highest and best use of the site
or when the improvements are relatively unique or specialized and there is
limited or a total lack of comparable properties which have sold recently.

                                                       H. J. Porter & Associates
<PAGE>

                                                                              25


THE APPRAISAL PROCESS - (CONTINUED)

Income Analysis

The Income Analysis is defined as that procedure in appraisal analysis which
converts anticipated benefits (dollar income or amenities) to be derived from
the ownership of property into a value estimate. Anticipated future income
and/or reversions are discounted to a present-worth figure through the
capitalization process.

This analysis requires an estimate of market rent based upon comparable rent of
leased properties. This rental estimate is a gross amount and all expenses to
real estate are deducted. These expenses include vacancy and rent loss which,
when subtracted from the gross income, produces the effective gross income.
Other expenses include real estate taxes, management cost, insurance cost, and
maintenance expense. If applicable, a reduction would also be made for services
and utilities. All expense estimates are obtained from the market by comparison
to similar structures.

After all expenses have been subtracted from the gross income, the resulting
figure is the net operating income, which will be capitalized into value. The
capitalization rate is derived from actual sales that have occurred in the
market place. The sales are analyzed in order to estimate the net operating
income of the property. After the net operating income is estimated, it is
divided by the sales price to provide an indication of the overall
capitalization rate. Capitalization rates can also be built up from the market
factors considered most applicable to income-producing properties. After the net
operating income and the capitalization rate are estimated, the net income is
then capitalized into a value indication by the applicable capitalization
technique.

Direct Sales Comparison Approach

The Direct Sales Comparison Approach is defined as that approach in an appraisal
analysis which is based upon the proposition that an informed purchaser would
pay no more for the property than the cost to him of acquiring an existing
property with the same utility. Presumably, the potential purchaser considers
the alternatives that are available to him and then makes a rational decision
based upon the information he has about those alternatives that are available to
him and then makes a rational decision based upon the information he has about
those alternatives.

The application of the Direct Sales Comparison Approach involves selecting a
number of competitive properties which have recently sold on the market. The
information derived from this section is analyzed through an adjustment process
which develops indications of what the competitive properties would have sold
for if they possessed all the important characteristics of the subject property.
These indications fall into a pattern surrounding one figure which, when
appropriately rounded, is an indication of the market value of the subject
property as of the date of the appraisal.

                                                       H. J. Porter & Associates
<PAGE>

                                                                              26


THE APPRAISAL PROCESS - (CONTINUED)

The reliability of this approach is dependent upon the availability and
verification of the comparable sales data. The degree of comparability between
the competitive properties and the subject, and the absence of non-typical
conditions affecting the sales price of those properties are also important
items that are considered. Therefore, this approach is particularly applicable
when an active market provides sufficient quantities of reliable data which can
be verified from authoritative sources.

Reconciliation Analysis

The reconciliation analysis is an evaluation process where the appraiser
carefully evaluates value indications from each of the three approaches. The
reliability of each approach to the present appraisal problem is examined and
weight is given to the accuracy, reliability, quantity of data available for use
in each approach, and the approach in which the market participant typically has
the greatest confidence.

                                                       H. J. Porter & Associates
<PAGE>

                               [GRAPHIC OMITTED]

                             Comparable Land Sales
<PAGE>

                                                                              27


LAND VALUE - DIRECT COMPARISON

To estimate value for the subject site, a comparison is made between the subject
property and recent sales of similar shopping center sites in the subject
market. Sales considered include:

Sale #1
Address/Location:                   Academy Drive @ I-20/59
                                    Bessemer, AL
Grantor:                            Newton, Oldacre, McDonald, L.L.C.
Grantee:                            Wal Mart Stores Inc.
Sale Date:                          11/11/1994
Sale Price:                         $2,444,000
Cash Equiv Price:                   $2,444,000
Terms:                              Cash to Seller
Verified With:                      Charles Evans, Grantor (615) 321-0973
Verified By:                        Harris Hollans, H.J. Porter & Associates
Date Verified:                      04/26/1995
Rights Conveyed:                    Fee simple title
Land Size:                          33.95 Acres;         1,478,862 Square Feet
Zoning:                             C-4, Commercial District
Highest & Best Use:                 Commercial
Use At Sale:                        Vacant
Topo/Drainage:                      Level/Adequate
Access/Visibility:                  Good/Good
Utilities:                          All Public
Remarks:                            This sale is the assemblage of three
                                    separate tracts divided as: 4.95 acre -
                                    $444,000; 17.5 acre - $950,000; and 11.5
                                    acre $1,050,000. This site has been
                                    developed with a 128,268 Sq.Ft. Wal Mart
                                    Store. There is excess land for future
                                    development.
Indicators of Value:                Price Per Acre:        $71,988

                                                       H. J. Porter & Associates
<PAGE>

                                                                              28


LAND VALUE - DIRECT COMPARISON  (CONTINUED)

Sale # 2
Address/Location:                   Flintridge Road
                                    Fairfield, AL
Grantor:                            USX Corporation
Grantee:                            Home Depot USA Inc.
Sale Date:                          05/12/1994
Sale Price:                         $1,960,000
Cash Equiv Price:                   $1,960,000
Terms:                              Cash to Seller
Recorded:                           Deed Book 1024    Page 890; Jefferson 
                                    (Bessemer) County
Verified With:                      George Lander, USX Realty (205) 783-2168
Verified By:                        Harris Hollans, H.J. Porter & Associates
Date Verified:                      04/05/1995
Rights Conveyed:                    Fee simple title
Land Size:                          17.5 Acres;            762,300 Square Feet
Zoning:                             B-2, Business District
Highest & Best Use:                 Commercial
Use At Sale:                        Vacant
Topo/Drainage:                      Rolling
Access/Visibility:                  Good
Utilities:                          All Public

Remarks:                            This property was purchased for the
                                    development of a Home Depot store. The site
                                    was sold as is with the seller performing
                                    some required preparation of roads and
                                    driveways. No estimate was given for the
                                    cost of these improvements. An escrow of
                                    $750,000 was established to insure
                                    completion.

Indicators of Value:                Price Per Acre:                    $112,000

                                                       H. J. Porter & Associates
<PAGE>

                                                                              29


LAND VALUE - DIRECT COMPARISON  (CONTINUED)

Sale # 3
Address/Location:                   US Highway 11
                                    Trussville, AL
Grantor:                            Frances Hamilton, et al.
Grantee:                            Trussville Marketplace, LLC
Sale Date:                          11/02/1996
Sale Price:                         $1,149,997
Cash Equiv Price:                   $1,149,997
Terms:                              Cash to Seller
Recorded:                           Instr.#1996 135593; Jefferson County
Verified With:                      Scott Holcombe, Arlington Properties, 
                                    Grantee (205) 328-9600
Verified By:                        Harris Hollans, H.J. Porter & Associates
Date Verified:                      10/24/1996
Rights Conveyed:                    Fee simple title
Land Size:                          11.2 Acres
Zoning:                             C-2, General Business District
Highest & Best Use:                 Commercial
Use At Sale:                        Vacant
Topo/Drainage:                      Gently rolling to level/Part located in 
                                    Flood Zone A & B
Access/Visibility:                  Good/Good
Utilities:                          All public
Remarks:                            The City of Trussville agreed to provide a
                                    box culvert along the west side of the
                                    property to improve drainage. Cost estimated
                                    at $350,000. This property was annexed by
                                    the City and zoned commercial prior to sale.
                                    Based on a revised FEMA Flood Map, the
                                    property is not located in a Flood hazard
                                    zone. This map, however, had not been
                                    adopted at the time of sale. Drainage
                                    appeared average.
Indicators of Value:                Price Per Acre:                    $102,678

                                                       H. J. Porter & Associates
<PAGE>

                                                                              30

LAND VALUE - DIRECT COMPARISON  (CONTINUED)

Sale # 4
Address/Location:                   SE Quad. I-459 and Highway 150
                                    Hoover, AL
Grantor:                            Chichester Estate etal
Grantee:                            Lewis Investment Inc
Sale Date:                          05/08/1997
Sale Price:                         $2,125,000
Cash Equiv Price:                   $2,125,000
Terms:                              Cash to seller
Recorded:                           Deed Book 9761 Page 701; Jefferson County
Verified With:                      Contract
Verified By:                        David Mullins, MAI
Date Verified:                      05/01/1997
Rights Conveyed:                    Fee simple title
Land Size:                          10.4 Acres
Zoning:                             Commercial
Highest & Best Use:                 Commercial
Use At Sale:                        Vacant
Topo/Drainage:                      Rolling/Adequate
Access/Visibility:                  Good/Good
Utilities:                          All available

Remarks:                            This site is to be developed with a
                                    neighborhood shopping center anchored by
                                    Winn Dixie. The rolling topography required
                                    additional site work in order to develop the
                                    site.

Indicators of Value:                Price Per Acre:                    $204,327

                                                       H. J. Porter & Associates
<PAGE>

                                                                              31


LAND VALUE - DIRECT COMPARISON  (CONTINUED)

Land Sales 1 through 4 detailed above are compared to the subject's shopping
SCcenter site and adjusted to the subject for notable differences. These
adjustments are made in the adjustment grid below.

<TABLE>
<CAPTION>
==========================================================================================================================
                                               LAND SALES COMPARISON GRID
==========================================================================================================================
Comp. Number                           Subject                 #1                 #2                 #3                #4
<S>                                  <C>               <C>                <C>                <C>               <C>       
Grantor                                              Newton et al          USX Corp.           Hamilton        Chichester
Grantee                                           Wal Mart Stores         Home Depot         Trussville       Sulphur Spr
                                                                                            Marketplace
Location                         Warrior River      Academy Drive      Flintridge Rd          US Hwy 11       I-459 @ Hwy
                                          Road                                                                        150
                                  Hueytown, AL       Bessemer, AL      Fairfield, AL     Trussville, AL        Hoover, AL
- --------------------------------------------------------------------------------------------------------------------------
Recording                                                1058/243           1024/890          9613/5593          9761/701
Cash Eq. Price                       SEE BELOW         $2,444,000         $1,960,000         $1,149,997        $2,125,000
Date of Sale                          12/01/97           11/11/94           05/12/94           11/02/96          05/08/97
Land Size       Acres                    11.16              33.95              17.50              11.20             10.40
==========================================================================================================================
Unadj. Price/Acre                                         $71,988           $112,000           $102,678          $204,327
==========================================================================================================================
ADJUSTMENTS                                                    #1                 #2                 #3                #4
Conditions of Sale                                         Normal             Normal             Normal            Normal
Net Adjustment                                                 $0                 $0                 $0                $0
Market Conditions                                           9.17%             10.68%              3.24%             1.70%
(Time)  @       3%            /year
==========================================================================================================================
Preliminary Adj. Price                                 $2,668,115         $2,169,328         $1,187,257        $2,161,125
Preliminary Adj. Price/Acre                               $78,590           $123,962           $106,005          $207,800
==========================================================================================================================
PHYSICAL DIFFERENCES                                           #1                 #2                 #3                #4
                Location                                     1.00               1.00               1.00              0.50
                Topography                                   1.00               0.75               1.00              1.00
- --------------------------------------------------------------------------------------------------------------------------
Subtotal-Physical                                            1.00               0.75               1.00              0.50
==========================================================================================================================
Physical Adjusted Price                                $2,668,115         $1,626,996         $1,187,257        $1,080,563
Physical Adjusted Price/Acre                              $78,590            $92,971           $106,005          $103,900
==========================================================================================================================
  Size                                                       1.30               1.11               1.00              0.98
==========================================================================================================================
Final Adjusted Price/Acre                                $102,166           $103,198           $106,005          $101,822
==========================================================================================================================
</TABLE>

No adjustments for financing, rights conveyed, or condition of sale were
required. The comparable sales listed above were adjusted to the subject for:

Time:          Considers an increase in value of 3% per year over the past
               several years. This is based on general trends as there were no
               sale-resales found with which to compare.

                                                       H. J. Porter & Associates
<PAGE>

                                                                              32


LAND VALUE - DIRECT COMPARISON  (CONTINUED)

Location:                  The subject is similar in location to sales 1, 2, and
                           3. Sale 4, which is located in one Birmingham's
                           fastest growing residential areas at the intersection
                           of two major highways, is superior to the subject.
                           Based on a comparison with Sale 1, with consideration
                           for size difference, Sale 4 was adjusted -50%.

Topography:                Sale 2 is superior due to seller paid site work.
                           Based on a comparison with Sale 1, with consideration
                           for size difference, Sale 2 was adjusted -25%.

Size:                      The subject contains 11.16 acres and the sales ranged
                           in size from 10.4 acres to 33.95 acres. The
                           comparables were adjusted to the subject based on the
                           Dilmore Size Adjustment Program, a statistical
                           analysis of the relationship of size and sale price
                           per acre. The comparables were adjusted +30%, +11%,
                           0%, and -2% respectively.

The comparable sales, after adjustment, ranged from $101,822 to $106,005 per
acre with a mean adjusted sale price of $103,298 per acre. The subject is most
comparable to Sale 1 in location and Sales 3 and 4 in size. Based on these
adjusted sales, the subject site, as if vacant, is valued as:

                  11.16 Acres   @   $103,000     =    $1,149,480

                              Rounded     $1,150,000


                                                       H. J. Porter & Associates
<PAGE>

                                                                              33


COST APPROACH TO VALUE

The cost factors used are from the Marshall Valuation Service, a national cost
service indexed to the Birmingham market and found to be reliable and consistent
with costs incurred by builders within the area. The cost factors from this cost
service are inclusive of architect/engineering fees, construction period
interest, contractors overhead and profit, and normal site prep costs. Excluded
are site improvements such as paving, landscaping, etc., land costs, and
indirect costs such as developers profit and permanent loan fees.

Calculations of total building reproduction costs are:

<TABLE>
<CAPTION>
===============================================================================================================
                                               VALUATION - COST APPROACH
===============================================================================================================
<S>                       <C>        <C>                        <C>     <C>      <C>       <C>    <C>
DIRECT COST
Estimated Replacement Cost New -  [MARKET]
                          Good Market Class "C" -Sec.13 Page 19 
                          Base Cost                                     $56.83
                          Sprinkler System                               $1.70
                          Total Base Cost                               $58.53
                          Area/Perimeter Adjust.                 x       0.831
                          Adjust to Current Cost                 x       1.060
                          Adjust Local Conditions                x       0.920
                                                                         -----
Gr.Bldg Area                        49,321 S.F.                  x      $47.43   per S.F.   =     $2,339,295
Canopy    @                            35% of Base Cost            
                                     3,075 S.F.                  x      $16.60   per S.F.   =        $51,045
                                                                        
Estimated Replacement Cost New -  [NEIGHBORHOOD SHOPPING CENTER]        
                          Average, Class "C" -Sec.13 Page 27            
                          Base Cost                                     $46.08
                          Area/Perimeter Adjust.                 x       0.870
                          Adjust to Current Cost                 x       1.060
                          Adjust Local Conditions                x       0.920
Gr.Bldg Area                        44,399 S.F.                  x      $39.10   per S.F.   =     $1,736,001
Add:                                                                    
Sprinkler (Adjusted)                12,800 S.F.                  x       $1.66   per S.F.   =        $21,248
Canopy    @                            35% of Base Cost            
                                    11,700 S.F.                  x      $13.69   per S.F.   =       $160,173
===============================================================================================================
Total Replacement Cost New - All Structures                                                       $4,307,762
===============================================================================================================
</TABLE>

                                                       H. J. Porter & Associates
<PAGE>

                                                                              34


COST APPROACH TO VALUE - (CONTINUED)

Indirect Cost

Indirect costs including developer's entrepreneurial profit and permanent loan
fees are added to the subject's direct cost to estimate the total value of the
subject property via the Cost Approach. Developer's entrepreneurial profit is
added at 20% based upon sales of new shopping centers, discussions with
Developers and Brokers, and with consideration given to the cross
collateralization of the portfolio of retail properties to which the subject
will be a part. Permanent loan fees are added at the amount typically charged by
lenders - 2% of the loan amount (1% construction - 1% permanent).

Accrued Depreciation and Obsolescence

The Winn Dixie space will be renovated and expanded while the remaining areas of
the shopping center will generally remain unchanged. There are no items of
deferred maintenance noted. Some parking lot repairs were needed as of the date
of inspection of the property. However, these repairs are considered a part of
common area maintenance which is reimbursable. Incurable physical depreciation
is estimated using the Effective Age/Economic Life method and calculated as:

================================================================================
Total Building Replacement Cost New                                 $4,307,762
- --------------------------------------------------------------------------------
Estimated Chronological Building Age                                        12
Effective Age                                                                5
Economic Life New                                                           45
Percentage Depreciation  (Effective Age / Life New)                        11%
- --------------------------------------------------------------------------------
Dollar Depreciation - Incurable Long Lived Items
                      $4,307,762                      X    11%        $478,162
================================================================================

Based on an inspection of the subject property and its neighborhood, there was
no functional or external obsolescence noted.

Site improvements are added at their depreciated values and the underlying
vacant shopping center site land value is added as arrived at previously by
comparison. The calculation of Value by the Cost Approach is presented in
tabular form on the following page.

                                                       H. J. Porter & Associates
<PAGE>

                                                                              35

COST APPROACH TO VALUE - (CONTINUED)

<TABLE>
<CAPTION>
=========================================================================================================================
                                                  CALCULATION OF COST
=========================================================================================================================
<S>                          <C>         <C>            <C>                      <C>               <C>      
DIRECT COST
Total Replacement Cost New - Structures (from prior page)                                          $4,307,762
Less Accrued Depreciation                                                                           ($478,162)
                                                                                                     --------
Total Depreciated Cost New                                                                         $3,829,600

Add: Site Improvements                                  Percent                  Depreciated
                               Area      Cost / SF        Dep.                         Cost
                               ----      ---------        ----                         ----
Asphalt Paving - SF          299,960       $1.65          25%                     $371,201
Concrete Paving - SF          13,000       $4.15          25%                      $40,463
Concrete Curbs - LF            1,715       $8.25          15%                      $12,026
Chain Link Fence - LF          1,815       $7.50          25%                      $10,209
Drainage Impvmts and Infrastructure                                               $400,000
Project Sign                                                                       $25,000
Landscaping                                                                        $25,000
                                                                                   -------
Subtotal                                                                                             $883,899
                                                                                                     --------
Total Value - All Improvements                                                                     $4,713,499

INDIRECT COST
  Entrepreneurial Profit                          20%  Cost+Land                $1,172,700
  Title and Legal                                                                  $35,000
  Permanent Loan Fees                              2%  of Loan Amt                
  Loan basis =                                    75%  of Cost                     $87,952
  Marketing/Lease Commissions                                                      $50,000
  Miscellaneous                                                                    $75,000
                                                                                   -------
TOTAL INDIRECT COST                                                                                $1,420,652
                                                                                                   ----------
TOTAL COST NEW                                                                                     $6,134,151
LAND VALUE  (from prior section)                                                                   $1,150,000
                                                                                                   ----------
VALUE BY COST                                                                                      $7,284,151
                                                                                   (Rounded)       $7,280,000
=========================================================================================================================
</TABLE>

                                                       H. J. Porter & Associates
<PAGE>

                                                                              36


INCOME APPROACH TO VALUE

As a primary approach to value for the subject, the estimated net operating
income is capitalized into a value estimate by use of an overall capitalization
rate. In arriving at a net operating income, consideration is given to rentals
and expenses which are incurred in the operation of the property.

Potential Gross Income

The subject property is anchored by a Winn Dixie food store which will contain
45,500 square feet of stated leased area after renovation, and a Harco Drug with
8,450 square feet. There are 35,323 square feet of non-anchored shop space
leased to 14 tenants on lease terms ranging from 3 to 5 years and rental rates
ranging from $6.00 to $10.00 per square foot with an average of $8.31. There are
several vacant shops containing 12,536 square for an effective occupancy of 65%.
This vacancy is attributed to the extended period of time over which the sale of
the subject has been negotiated. Leasing during these periods generally suffers.
Found in the Addendum is a Lease Synopsis for each of the subject tenants.

                                                       H. J. Porter & Associates
<PAGE>

                                                                              37


INCOME APPROACH TO VALUE - (CONTINUED)

The contract rent for Winn Dixie and Harco Drugs, like most signature stores,
are a function of the development cost and negotiations between developer and
tenant. The Winn Dixie rent will be $9.25 per square foot, with Harco Drugs
currently at $8.00 per square foot. These rates are within the range of similar
food and drug tenant rental rates as illustrated in the following table.

================================================================================
Tenant             Location            Year        Size-Sq.Ft.    Rent/Sq.Ft.
================================================================================
Winn Dixie         Alabaster, AL       1993          44,000          $6.50
Winn Dixie         Panama City, FL     1993          44,000          $7.15
Winn Dixie         Moody, AL           1993          44,000          $7.00
Winn Dixie         Chalkville, AL      1994          51,250          $6.50
Winn Dixie         Alexander City, AL  1994          44,000          $6.75
Winn Dixie         Chattanooga, TN     1994          44,000          $7.05
Winn Dixie         Anniston, AL        1995          44,000          $7.70
Winn Dixie         Birmingham, AL      1995          44,000          $6.95
Winn Dixie         Mobile, AL          1996          51,282          $8.00
Winn Dixie         Dalton, GA          1996          44,000          $9.26
Winn Dixie         Trussville, AL      1996          44,000          $8.15
Winn Dixie         Mobile, AL          1997          44,000          $9.00
Winn Dixie         Mobile, AL          1997          44,000          $8.85
Winn Dixie         Fairhope, AL        1997          51,282          $9.25
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Drugs for Less     Birmingham, AL      1993          18,000          $7.50
Harco Drugs        Birmingham, AL      1993          12,876          $5.95
Harco Drugs        Pell City, AL       1993          9,100           $7.50
Harco Drugs        Alabaster, AL       1993          9,100           $8.50
Big B Drugs        Chattanooga, TN     1994          8,470           $7.00
Harco Drugs        Tuscaloosa, AL      1994          10,160          $7.90
Drugs for Less     Birmingham, AL      1995          18,000          $7.00
Revco              Dalton, GA          1996          8,450           $9.75
Harco Drugs        Mobile, AL          1997          10,125          $8.25
================================================================================

In order to determine if the subject's local shop space rents are competitive
and market oriented, and to estimate their market vacancy, four comparable
neighborhood shopping centers were inspected, surveyed, and compared to the
subject. Like the subject, all four comparables are located within the
Birmingham Metro area. The comparable centers range in age from 2 to 15 years.

Comparable rentals considered for the subject's non-anchored space are shown on
the following pages.

                                                       H. J. Porter & Associates
<PAGE>

                               [GRAPHIC OMITTED]

                               Comparable Rentals
<PAGE>

                                                                              38


INCOME APPROACH TO VALUE - (CONTINUED)

                               [GRAPHIC OMITTED]

                                                RENT COMPARABLE # 1

NAME:                               59 West Shopping Center
LOCATION:                           700 Academy Drive
                                    Bessemer, Alabama
YEAR BUILT:                         1996
SIZE:                               95,591 Sq.Ft.
ANCHORS TENANTS:                    Winn Dixie Marketplace     44,000 Sq.Ft.
                                    Drugs for Less             18,000 Sq.Ft.
LOCAL TENANTS:                      Total local tenant space   33,591 Sq.Ft.
LOCAL TENANT RENT:                  $9.50 - $13.00
OCCUPANCY:                          100.0% of local shop space
REMARKS:                            This property is well located being just off
                                    I-20/59. This center is adjacent to a new
                                    Wal Mart Super Center which enhances traffic
                                    flow to the area. After completion the
                                    center reached 100% occupancy in one year
                                    with stabilized occupancy (90%+) reached in
                                    six months.
Source:                             Tom Newton, Developer (334)361-8500

                                                       H. J. Porter & Associates
<PAGE>

                                                                              39


INCOME APPROACH TO VALUE - (CONTINUED)

                               [GRAPHIC OMITTED]

                                                RENT COMPARABLE # 2

NAME:                               West County Marketplace
LOCATION:                           2000 Forestdale Blvd.
                                    Adamsville, Alabama
YEAR BUILT:                         1987
SIZE:                               170,220 Sq.Ft.
ANCHORS TENANTS:                    Wal Mart                  82,723 Sq.Ft.
                                    Winn Dixie                41,409 Sq.Ft.
                                    Big B Drugs                8,288 Sq.Ft.
LOCAL TENANTS:                      Various local tenants     37,800 Sq.Ft.
LOCAL TENANTS RENT:                 $9.75 - $13.00
OCCUPANCY:                          100%
REMARKS:                            This center is located on U.S. Hwy 78 along
                                    a major commercial corridor. The leasing
                                    agent indicated that the center benefits
                                    from the Wal Mart anchor traffic which helps
                                    keep occupancy and rental rates near the
                                    upper end of the market. This center has
                                    been 100% occupied for several years.

Source:                             Alfred Goldthwaite, Leasing Agent 
                                    (334)264-1102

                                                       H. J. Porter & Associates
<PAGE>

                                                                              40


INCOME APPROACH TO VALUE - (CONTINUED)

                               [GRAPHIC OMITTED]

                                                RENT COMPARABLE # 3

NAME:                               Flintridge Center
LOCATION:                           East side of Wiebel Drive at I-20/59
                                    Fairfield, Alabama
YEAR BUILT:                         1982
SIZE:                               293,496 Sq.Ft.
ANCHORS TENANTS:                    K Mart                    120,000 Sq.Ft.
                                    Sears                      92,585 Sq.Ft.
                                    Winn Dixie Marketplace     44,000 Sq.Ft.
LOCAL TENANTS:                      Total local tenant space   36,911 Sq.Ft.
LOCAL TENANT RENT:                  $10.00 - $15.00
OCCUPANCY:                          68.8% of local shop space
REMARKS:                            This property is well located along a major
                                    road in Fairfield and above grade with good
                                    visibility. There are three vacant shops,
                                    two of which have leases out for signature.
                                    According to Zack Rolen, with Aronov Realty,
                                    this center typically maintains 90% to 95%
                                    occupancy for local shop space, and the
                                    current vacancy is typical tenant roll-over
                                    space.

                                                       H. J. Porter & Associates
<PAGE>

                                                                              41


INCOME APPROACH TO VALUE - (CONTINUED)

                               [GRAPHIC OMITTED]

                                                RENT COMPARABLE # 4

NAME:                               Morgan Road Square Winn Dixie
LOCATION:                           Bessemer, Alabama
YEAR BUILT:                         1995
SIZE:                               68,440 Sq.Ft.
ANCHORS TENANTS:                    Winn Dixie                44,000 Sq.Ft.
                                    Big B Drugs                9,240 Sq.Ft.
LOCAL TENANTS:                      Various local tenants     15,200 Sq.Ft.
LOCAL TENANTS RENT:                 $10.50 - $12.00
OCCUPANCY:                          100%
REMARKS:                            This center is located on Morgan Road at its
                                    intersection with I-459. The majority of the
                                    shop space was pre-leased prior to
                                    completion and stabilized occupancy was
                                    achieved within three months.

                                                       H. J. Porter & Associates
<PAGE>

                                                                              42

INCOME APPROACH TO VALUE - (CONTINUED)

Rental rates for non-anchored shop space in the four comparable rentals range
from $9.50 to $15.00 per square foot with most being in the $10 to $12 range.
The subject's current rents appear to be below the competitive market. This
situation may be attributed to lax management after the ownership of the
property was shifted by foreclosure. There are several vacant shops in the
shopping center ranging in size from 4,000 to 800 sq.ft. The rent comparables
previously presented all have characteristics (i.e. age, condition, anchor draw,
etc.) which make them somewhat superior to the subject. Based on a comparison
between the subject and comparables, the subject's vacant shop space would
likely rent in the lower range of the comparables. Therefore, the estimated
rental rate for the subject's vacant space is $10.00. This rate is also applied
to two tenants which are currently occupying space on a month to month basis.
One exception is the 4,000 sq.ft. space which would not likely rent for a rate
as high as for the smaller shops due to its greater than average size. The rate
for this space is estimated at $9.00 per sq.ft.

Winn Dixie, Harco Drug, and several local tenants call for percentage rents. It
is unlikely that these tenants will reach a level of sales requiring percentage
rent until they have become well established in this market. As such, no income
from percentage rent is estimated.

Winn Dixie and Harco Drugs pay their pro rata share of taxes, insurance, and
common area maintenance. As with most modern neighborhood shopping centers, shop
space tenants pay their pro rata share of taxes, insurance, and common area
maintenance. In addition to these expense contribution, most of the subject's
local tenants pay 15% of CAM expense for administration, and several contribute
a percentage for taxes and insurance.

                                                       H. J. Porter & Associates
<PAGE>

                                                                              43


INCOME APPROACH TO VALUE - (CONTINUED)

The Potential Gross Income is the sum of the subject's contract rents plus
expense reimbursements for the pro rata share of taxes, insurance, and common
area maintenance, including administrative fee for some tenants as well as taxes
and insurance for the following tenants. Expenses for these items are estimated
in the Expense Analysis on the following pages. The following table shows the
calculations of CAM Administrative Fee, Ad Valorem Taxes, and Insurance fees for
local shop tenants according to their leases. Vacant space is calculated based
on the purchasers conventional reimbursement which includes a 15% CAM
administrative expense.

================================================================================
                       CAM Admin   Amount   Tax      Amount   Insurance  Amount
================================================================================
Vacant                     15%    $  270     0%       $  0        0%     $    0
Vacant                     15%    $  163     0%       $  0        0%     $    0
Norwest Financial          15%    $  101     0%       $  0        0%     $    0
Head Start                 15%    $  162     0%       $  0       15%     $   36
Little Caesar's            15%    $   81     0%       $  0       15%     $   18
Martin Jewelers            15%    $  167     0%       $  0       15%     $   37
Taekwondo Plus             15%    $  189     0%       $  0       15%     $   42
So. Central Cellular       15%    $   96     0%       $  0        0%     $    0
ALFA Mutual                15%    $  115     0%       $  0        0%     $    0
Vacant                     15%    $  192     0%       $  0        0%     $    0
Supreme Beauty             15%    $  108     0%       $  0        0%     $    0
Univ. Fed. Credit          15%    $  122     0%       $  0        0%     $    0
Magic Nails                15%    $   65     0%       $  0        0%     $    0
Kitty's Korner             15%    $   63     0%       $  0        0%     $    0
Shanghai Restaurant        15%    $  108     0%       $  0       15%     $   24
Shanghai Restaurant        15%    $   54     0%       $  0        0%     $    0
Vacant                     15%    $   54     0%       $  0        0%     $    0
Arts "N" Hair              15%    $   54    15%       $ 68       15%     $   12
H & R Block                15%    $   54     0%       $  0        0%     $    0
Vacant                     15%    $  167     0%       $  0        0%     $    0
                                  ------              ----               ------
Category Totals                   $2,385              $ 68               $  169
- --------------------------------------------------------------------------------
Grand Total                                                              $2,622
================================================================================

                                                       H. J. Porter & Associates
<PAGE>

                                                                              44

INCOME APPROACH TO VALUE - (CONTINUED)

The Potential Gross Income is calculated in the following table.

<TABLE>
<CAPTION>
==========================================================================================================================
POTENTIAL GROSS INCOME
Credit Anchor Tenant
<S>                       <C>                <C>          <C>                   <C>      <C>            <C>  
  Winn Dixie              45,500             sq.ft. @      $9.25                =        $420,875
  Harco Drugs             8,450              sq.ft. @      $8.00                =         $67,600
                          ------                                                          -------
Subtotal                  53,950             sq.ft.                                                     $488,475
                                                                                          
Non-Anchor Tenants                                                                        
   Vacant                  4,000             sq.ft. @      $9.00                =         $36,000
   Vacant                  2,416             sq.ft. @     $10.00                =         $24,160
   Norwest Financial       1,500             sq.ft. @      $7.25                =         $10,875
   Head Start              2,400             sq.ft. @      $7.00                =         $16,800
   Little Caesar's         1,200             sq.ft. @      $9.50                =         $11,400
   Martin Jewelers         2,467             sq.ft. @      $6.00                =         $14,802
   Taekwondo Plus          2,800             sq.ft. @      $6.50                =         $18,200
   So. Central Cellular    1,420             sq.ft. @      $7.75                =         $11,005
   ALFA Mutual             1,704             sq.ft. @      $8.00                =         $13,632
   Vacant                  2,840             sq.ft. @     $10.00                =         $28,400
   Supreme Beauty          1,600             sq.ft. @      $7.50                =         $12,000
   Univ. Fed. Credit       1,806             sq.ft. @     $10.00                =         $18,060
   Magic Nails               960             sq.ft. @      $7.50                =         $7,200
   Kitty's Korner            930             sq.ft. @      $7.75                =         $7,208
   Shanghai Restaurant     1,600             sq.ft. @      $6.25                =        $10,000
   Shanghai Restaurant       800             sq.ft. @      $7.25                =         $5,800
   Vacant                    800             sq.ft. @     $10.00                =         $8,000
   Arts "N" Hair             800             sq.ft. @     $10.00                =         $8,000
   H & R Block               800             sq.ft. @      $9.00                =         $7,200
   Vacant                  2,480             sq.ft. @     $10.00                =        $24,800
                          ------                                                         -------
Subtotal                  35,323             sq.ft.        $8.31          Avg.                          $293,542
                                                                                                        --------
Total Rental Income       89,273             sq.ft.                                                     $782,017
                                                          
Expense Contributions                                     
    Winn Dixie            45,500             sq.ft. @      $1.12                =        $50,960
    Harco Drugs            8,450             sq.ft. @      $1.12                =         $9,464
Non-Anchor Tenants                                                                        
    CAM, Tax, Ins. Admin. (as previously presented)                             =         $2,622
    Taxes                 35,323             sq.ft. @      $0.57                =        $20,134
    Insurance             35,323             sq.ft. @      $0.10                =         $3,532
    CAM                   35,323             sq.ft. @      $0.45                =        $15,895
                          ------                                                         -------
Total Exp. Cont. on       89,273             sq.ft. @                                                   $102,607
                                                                                                        --------
==========================================================================================================================
POTENTIAL GROSS INCOME                                                                                  $884,624
==========================================================================================================================
</TABLE>

                                                       H. J. Porter & Associates
<PAGE>

                                                                              45


INCOME APPROACH TO VALUE - (CONTINUED)

Effective Gross Income

Stabilized vacancy and collection loss is subtracted from Potential Gross Income
to estimate the Effective Gross Income. Winn Dixie and Harco Drugs have extended
lease terms and are considered credit anchor tenants. As such, no vacancy and
credit loss is calculated on their income. Local shop space in the four
comparable shopping centers ranged from 68.8% to 100% with the most comparable
being in the upper end of the range. There is good demand for local shop space
through out the Birmingham metro area. Vacancy and collection loss for the
subject's non-anchored shop space is estimated to be 10% of rent and expense
reimbursements, and calculated as:

                     $884,624    Potential Gross Income
                     $ 33,573    Vacancy and Collection Loss
                     --------
                     $851,051    Effective Gross Income


Operating Expenses

After estimating Effective Gross Income, all applicable expenses are deducted to
arrive at Net Operating Income. The subject had only one year of operating
history available for analysis. To estimate the appropriate expense levels,
statements from similar shopping centers are analyzed. The subject and expense
comparables are presented on the following pages.

                                                       H. J. Porter & Associates
<PAGE>

                                                                              46


INCOME APPROACH TO VALUE - (CONTINUED)

Subject

Project Name:                       River Square Shopping Center
Location:                           Warrior River Road
                                    Hueytown, Alabama
Year Built:                         1985             GLA:     78,789  SF
Source:                             End of Year Operating Statement
Type Center:                        Neighborhood
Analysis Year:                      1996             Analysis By:      LHH

         Item                          Total              $/SF              %PGR
         ----                          -----              ----              ----
Potential Gross Rent:               $465,567             $5.91            100.0%
Less Vac/Credit Loss:                $40,053             $0.51              8.6%
                                     -------             -----              ----
Effective Gross Rent:               $425,514             $5.40             91.4%
+ CAM/Reimbursements:                $39,423             $0.50              8.5%
+ Misc Income:                        $1,327             $0.02              0.3%
                                      ------             -----              ----
Effec. Gross Income:                $466,264             $5.92            100.0%

         Item                          Total              $/SF              %EGI
         ----                          -----              ----              ----
Less Expenses:
  Management:                        $15,572             $0.20              3.3%
  Ad Valorem Tax:                    $30,326             $0.38              6.5%
  Insurance:                          $6,533             $0.08              1.4%
  Administration Expense:             $1,335             $0.02              0.3%
  CAM:                               $17,621             $0.22              3.8%
  Utilities:                         $11,225             $0.14              2.4%
                                     -------             -----              ----

Total Expenses:                      $82,612             $1.05             17.7%
                                     -------             -----             -----

Net Operating Income:               $383,652             $4.87             82.3%
                                    ========             =====             =====

                                                       H. J. Porter & Associates
<PAGE>

                                                                              47


INCOME APPROACH TO VALUE - (CONTINUED)

Comparable # 1

Project Name:                       Delchamps Plaza North
Location:                           McFarland & Watermelon Road
                                    Tuscaloosa, AL
Year Built:                         1986             GLA:     59,389  SF
Source:                             Year End Statement
Type Center:                        Neighborhood
Analysis Year:                      1995             Analysis By:      DPM

         Item                          Total              $/SF              %PGR
         ----                          -----              ----              ----
Potential Gross Rent:               $459,768             $7.74            100.0%
Less Vac/Credit Loss:                  $-603            $-0.01             -0.1%
                                       -----            ------             -----
Effective Gross Rent:               $459,165             $7.73             99.9%
+ CAM/Reimbursements:                $41,120             $0.69              8.9%
+ Misc Income:                        $3,439             $0.06              0.7%
                                      ------             -----              ----
Effec. Gross Income:                $503,724             $8.48            100.0%

         Item                          Total              $/SF              %EGI
Less Expenses:
  Management:                        $30,762             $0.52              6.1%
  Ad Valorem Tax:                    $33,939             $0.57              6.7%
  Insurance:                          $4,915             $0.08              1.0%
  Administration Expense:             $1,391             $0.02              0.3%
  CAM:                               $41,892             $0.71              8.3%
  Miscellaneous:                      $8,765             $0.15              1.7%
                                      ------             -----              ----

Total Expenses:                     $121,664             $2.05             24.2%
                                    --------             -----             -----

Net Operating Income:               $382,060             $6.43             75.8%
                                    ========             =====             =====

Comments:      Utilities expense included in CAM. Miscellaneous expense is
               non-pass through expense for building repair.

                                                       H. J. Porter & Associates
<PAGE>

                                                                              48


INCOME APPROACH TO VALUE - (CONTINUED)

Comparable # 2

Project Name:                       Delchamps Plaza South
Location:                           Skyland Blvd.
                                    Tuscaloosa, AL
Year Built:                         1986             GLA:     108,903  SF
Source:                             Year end operating statement
Type Center:                        Neighborhood Shopping Center
Analysis Year:                      1996             Analysis By:      LHH

         Item                          Total              $/SF              %PGR
         ----                          -----              ----              ----
Effective Gross Rent:               $751,676             $6.90                 %
+ CAM/Reimbursements:                $61,400             $0.56                 %
+ Misc Income:                          $300             $0.00                 %
                                        ----             -----                 -
Effec. Gross Income:                $813,376             $7.47            100.0%

         Item                          Total              $/SF              %EGI
         ----                          -----              ----              ----
Less Expenses:
  Management:                        $42,686             $0.39              5.2%
  Ad Valorem Tax:                    $39,174             $0.36              4.8%
  Insurance:                         $13,588             $0.12              1.7%
  Administration Expense:            $17,144             $0.16              2.1%
  CAM:                               $25,322             $0.23              3.1%
  Utilities:                          $6,564             $0.06              0.8%
  Miscellaneous:                      $5,071             $0.05              0.6%
                                      ------             -----              ----

Total Expenses:                     $149,549             $1.37             18.4%
                                    --------             -----             -----

Net Operating Income:               $663,827             $6.10             81.6%
                                    ========             =====             =====

Comments:         Misc. Expense is travel and structural repair.

                                                       H. J. Porter & Associates
<PAGE>

                                                                              49


INCOME APPROACH TO VALUE - (CONTINUED)

Comparable # 3

Project Name:                       Stratford Square
Location:                           East Boulevard
                                    Montgomery, AL
Year Built:                         1987             GLA:     121,236  SF
Source:                             Year End Statement
Type Center:                        Community Shopping Center
Analysis Year:                      1995         Analysis By:      Philip Minor

         Item                          Total              $/SF              %PGR
         ----                          -----              ----              ----
Effective Gross Rent:               $771,843             $6.37                 %
+ CAM/Reimbursements:               $118,804             $0.98                 %
+ Misc Income:                          $412             $0.00                 %
                                        ----             -----                 -
Effec. Gross Income:                $891,079             $7.35            100.0%

         Item                          Total              $/SF              %EGI
         ----                          -----              ----              ----
Less Expenses:
  Management:                        $43,173             $0.36              4.8%
  Ad Valorem Tax:                    $47,541             $0.39              5.3%
  Insurance:                         $12,987             $0.11              1.5%
  Administration Expense:            $13,769             $0.11              1.5%
  CAM:                               $53,488             $0.44              6.0%
  Miscellaneous:                      $5,650             $0.05              0.6%
                                      ------             -----              ----

Total Expenses:                     $176,608             $1.46             19.8%
                                    --------             -----             -----

Net Operating Income:               $714,471             $5.89             80.2%
                                    ========             =====             =====

Comments:      Miscellaneous expense includes $3,762 for on-site management, and


                                                       H. J. Porter & Associates
<PAGE>

                                                                              50


INCOME APPROACH TO VALUE - (CONTINUED)

Comparable # 4

Project Name:                       Corner Village
Location:                           Auburn, AL
Year Built:                         1978             GLA:     62,510  SF
Source:                             Year End Statement
Type Center:                        Neighborhood Shopping Center
Analysis Year:                      1995         Analysis By:      Philip Minor

         Item                          Total              $/SF              %PGR
         ----                          -----              ----              ----
Effective Gross Rent:               $260,657             $4.17                 %
+ CAM/Reimbursements:                $22,347             $0.36                 %
+ Misc Income:                           $83             $0.00                 %
                                         ---             -----                 -
Effec. Gross Income:                $283,087             $4.53            100.0%

         Item                          Total              $/SF              %EGI
         ----                          -----              ----              ----
Less Expenses:
  Management:                        $10,663             $0.17              3.8%
  Ad Valorem Tax:                    $21,172             $0.34              7.5%
  Insurance:                          $4,405             $0.07              1.6%
  Administration Expense:             $3,556             $0.06              1.3%
  CAM:                               $25,305             $0.40              8.9%
  Utilities:                            $332             $0.01              0.1%
  Miscellaneous:                      $1,718             $0.03              0.6%
                                      ------             -----              ----

Total Expenses:                      $67,151             $1.07             23.7%
                                     -------             -----             -----

Net Operating Income:               $215,936             $3.45             76.3%
                                    ========             =====             =====

Comments:         Miscellaneous expense is building repair and maintenance.

                                                       H. J. Porter & Associates
<PAGE>

                                                                              51


INCOME APPROACH TO VALUE - (CONTINUED)

Based on these expense comparables and the subject's 1996 actual operating
expense, the pertinent expense categories in appropriate amounts are estimated
below.

Management Fee:                    The management fee of the comparables
                                   properties ranged from 3.8% to 6.1%. As
                                   indicated previously, the subject property is
                                   one of sixteen shopping centers in a cross
                                   collateralized portfolio of retail properties
                                   under single management. Considering
                                   economies of scale, the subject's management
                                   fee is estimated at the low end of the range
                                   at 4% of effective rental income.

Ad Valorem tax:                    The subject's ad valorem tax, as previously
                                   discussed, is estimated at $50,693 per year.

Insurance:                         The subject's actual insurance cost for 1996
                                   was $0.08 per sq.ft. Based upon the expense
                                   comparables the cost of insuring the
                                   subject's improvements and the cost of
                                   liability insurance is estimated to be $8,900
                                   per year or $0.10 per square foot.

Common Area Maintenance:           Common area maintenance and repair expense is
                                   estimated at $40,200 per year or $0.45 per
                                   square foot which is based on the comparables
                                   which ranged from $0.23 to $0.71 per square
                                   foot with an average of $0.45 per square
                                   foot.

Structural Maintenance:            Structural maintenance is estimated to be
                                   $0.15 per square foot for a total annual
                                   amount of $6,500. This amount is based on the
                                   Harco Drugs and local tenant space only since
                                   Winn Dixie will be responsible for its own
                                   roof and structural repairs. The comparables
                                   ranged from $.03 to $0.15 per square foot
                                   with an average of $.07 per square foot. Due
                                   to the age of the subject this rate is
                                   estimated at the higher end of the range.

Administrative:                    This expense is estimated to be $2,000 per
                                   year or $0.02 per square foot, and is based
                                   on the subject's actual expense for 1996 and
                                   the comparables which ranged from $.02 to
                                   $.16 with and average of $.09 per square
                                   foot. The subject's estimated cost is
                                   expected to at the low end of the range due
                                   to reimbursement of CAM administrative fee.

Total operating expenses are estimated to be $142,335 per year or $1.59 per
square foot.

                                                       H. J. Porter & Associates
<PAGE>

                                                                              52


INCOME APPROACH TO VALUE - (CONTINUED)

Net Operating Income

The subject's net operating income is calculated by subtracting the Operating
Expenses from the Effective Gross Income and illustrated as:

                       $851,051    Effective Gross Income
                       $142,335    Operating Expenses
                       --------
                       $708,716    Net Operating Income


Overall Capitalization Rate

To estimate the subject's value via the Income Approach, the subject's
stabilized net operating income is capitalized with an overall capitalization
rate of 9.0%. The selected overall capitalization rate is based on several
methods of capitalization rate development with consideration given the cross
collateralization of the subject property with the other sixteen shopping
centers in the securitized portfolio of retail properties. The cap rate
development methods, which are presented following the Income Approach Summary
on the following page, includes rates extracted from comparable sales, recently
published investor survey, and three methods using mortgage and equity positions
which include the Ellwood, Band of Investment, and Debt Coverage Ratio Methods.

Rates extracted from the comparable sales ranged from 9.57% to 10.20% with an
average of 9.81% and the most recent sale being at 9.64%. Published rates from
the Second Quarter 1997, Korpacz Real Estate Investor Survey for National Strip
Shopping Center, ranged from 8.25% to 13% with an average rate of 9.84% which is
similar to the market extracted rates. The mid range rates from the three
mortgage/equity methods ranged from 8.90% to 9.14%. The rates developed with
mortgage/equity factors reflect current conditions and declining interest rates.
The criteria used for these methods was taken from the above investor survey and
from interviews with mortgage brokers.

The High, Middle, and Low average of the five methods of cap rate development
are 10.25%, 9.31%, and 8.71% respectively. Based on this analysis and the above
considerations, the subject's overall capitalization rate is estimated to fall
between the Middle and Low range of the five methods.


                                                       H. J. Porter & Associates
<PAGE>

                                                                              53


INCOME APPROACH TO VALUE - (CONTINUED)

Estimated Value by Income Approach

The subject's stabilized net operating income of $708,716 is capitalized with an
overall capitalization rate of 9.0% for an estimated value of $7,874,622 which
is rounded to $7,870,000. A summary of the Income Approach to Value is presented
below.

<TABLE>
<CAPTION>
==========================================================================================================================
<S>                      <C>                <C>          <C>            <C>            <C>             <C>
POTENTIAL GROSS INCOME                                                                                 $884,624
Less Vacancy and Collection Loss
Non-Anchor Tenants       10%                Rent + Exp. Cont.                  =                        $33,573
                                                                                                        -------
EFFECTIVE GROSS INCOME                                                                                 $851,051
                                                                         % of           $ per
Less Expenses:                                                          E.G.I.           S.F.
                                                                        ------          ----
                         Management                      $34,042         4.0%           $0.38
                         Ad.Val.Tax                      $50,693         6.0%           $0.57
                         Insurance                        $8,900         1.0%           $0.10
                         CAM                             $40,200         4.7%           $0.45
                         St. Maint.                       $6,500         0.8%           $0.15
                         Administrative                   $2,000         0.2%           $0.02
                                                         -------        ----            -----
Total Expenses                                                          16.7%           $1.59            $142,335
                                                                                                         --------
NET OPERATING INCOME                                                                                     $708,716
Capitalized at                                             9.00%                                       $7,874,622
                                                                                                       ----------
INDICATED VALUE                                                                         (Rounded)      $7,870,000
==========================================================================================================================
</TABLE>

                                                       H. J. Porter & Associates
<PAGE>

                                                                              54


INCOME APPROACH TO VALUE - (CONTINUED)

<TABLE>
<CAPTION>
===========================================================================================================================
Property Capitalization
Rate Justification
- ---------------------------------------------------------------------------------------------------------------------------
PROPERTY:            River Square Shopping Center
ADDRESS:             Hueytown, AL
DATE:                December 1, 1997
<S>          <C>       <C>                                            <C>            <C>             <C>    

                                                                      Pessimistic    Most Likely     Optimistic

                                                                      ------------------------------------------
1. Market extracted rates for                                            10.20%         9.81%           9.57%
                                                                      ------------------------------------------
                        similar local properties                                
                                                                      ------------------------------------------
2. Recent published cap rates                                            13.00%         9.84%           8.25%
                                                                      ------------------------------------------
                        used by institutional investors                         
3. Ellwood method calculated rates                                              
            11.55%    = Eqty yield before tax
% Property appreciation (income) over hold period  =                    -5.00%          0.00%           5.00%
               75%    = Mortgage percent of value
             7.75%    = Mortgage interest rate
              20.0    = Mortgage term in years
              10.0    = Investment holding period
             9.85%    = Rm = Mortgage constant
             14.4%    = Rmp = Mortgage constant over holding period
             31.6%    = P = Percent of mortgage paid off over hold period
              5.8%    = SFF = Sink fund factor
             37.2%    = J factor
                                                                      ------------------------------------------
                                       Calculated cap rate =             9.36%          8.90%           8.45%
                                                                      ------------------------------------------
4. Band of Investment Method
                                   Mortgage percent to value           70.000%         75.00%          80.00%
                                           Mortgage constant            10.35%          9.85%           9.35%
                                     Equity percent to value            30.00%         25.00%          20.00%
                                      Eqty cash on cash rate             8.00%          7.00%           6.00%
                                                                      ------------------------------------------
                                         Calculated cap rate             9.65%          9.14%           8.68%
                                                                      ------------------------------------------
5. Debt Coverage Ratio Method
                                   Req'd debt coverage ratio             1.25           1.20            1.15
                                   Mortgage percent to value            70.00%         75.00%          80.00%
                                           Mortgage constant            10.35%          9.85%           9.35%
                                                                      ------------------------------------------
                                         Calculated cap rate             9.06%          8.87%           8.60%
                                                                      ------------------------------------------

===========================================================================================================================
</TABLE>

                                                       H. J. Porter & Associates
<PAGE>

                                                                              55


INCOME APPROACH TO VALUE - (CONTINUED)

================================================================================

                                Explanatory Notes
                          Capitalization Rate Evidence

The accompanying chart illustrates 5 different sets of data or evidence as to
appropriate current property capitalization rates.

      Item # 1 Reflects the current range in capitalization rates in the local
      market based on actual sales - this information is historical in nature
      although there has been a fairly consistent pattern evident in this market
      over the years.

      Item # 2 Reflects actual cap rates used by large financial institutions in
      the acquisition and financing of major real estate projects. These rates
      are also historical in nature, but are based on properties of a magnitude
      atypical in this market area. Properties that would appeal to at least a
      regional and perhaps a national market of potential buyers.

      Item # 3 Reflects a calculated cap rate utilizing the Ellwood model based
      on future expectations in income and property value growth and equity
      yield rates - explicit input assumptions are listed. This method is
      compelling when market mortgage and equity yield returns are predictable
      and property and income changes can be reliably predicted.

      Item # 4 Analyzes required capital outlays to service both the debt (ie
      mortgage payment) and the equity (cash on cash or before tax cash flow or
      equity dividend). The weighted average of these required returns is, by
      definition, equal to the capitalization rate. It should be noted that the
      mortgage interest rate and equity yield rate are NOT part of this
      calculation.

      Item #5 Provides another method often used by lenders. The debt coverage
      ratio is a factor equal to the net operating income divided by the annual
      debt service - in other words, it is an estimate of the "cushion" or
      excess of net operating income over and above debt service. The calculated
      cap can be solved for by the following formula Ro = Rm X DCR X M.

The actual cap rate used by appraisers in this analysis is bracketed by this
information. Further, this chart illustrates the implicit market expectations of
the various investment parameters that are reflected by the specific
capitalization rate used.
================================================================================

                                                       H. J. Porter & Associates
<PAGE>

                               [GRAPHIC OMITTED]

                               Improved Sales Map
<PAGE>

                                                                              56


MARKET APPROACH

To estimate the subject property's value by market comparison, a direct
comparison is made with actual sales of other neighborhood shopping center
properties. These sales are analyzed on the basis of price per square foot of
Net Leasable Are (NLA) and their effective gross income multiplier (EGIM).

While the subject property is part of a large portfolio of retail properties
which would most likely be marketed as a total package, no sales of similar
portfolio of properties were found with which to compare. The market for retail
properties is national, and purchases are made on the strength and reliability
of the income stream. Similar shopping center sales were located in Birmingham,
Moody, Madison, and Mobile Alabama and Chattanooga, Tennessee.

Each sale is adjusted to the subject for pertinent items, including unusual
financing or conditions of sale, time lapsed since sale, and physical
differences such as age, condition, and construction quality and location as
reflected in the net operating income.

The sales considered are detailed on the following pages with a comparison and
adjustment following the presentation of the sales data.

                                                       H. J. Porter & Associates
<PAGE>

                                                                              57


MARKET APPROACH - (CONTINUED)

                               [GRAPHIC OMITTED]

Sale #1
Address/Location:             The Village on Lorna
                              3301 Lorna Road
                              Hoover, AL
Grantor:                      Lorna Properties
Grantee:                      Village on Lorna Shopping Center, Ltd.
Sale Date:                    05/26/1995
Sale Price:                   $11,200,000
Cash Equiv Price:             $11,200,000
Equity:                       $2,240,000
Debt:                         $8,960,000          Year 1 Debt Service:  $933,084
Terms:                        Cash to seller: Equity, debt and YR1 Debt Service 
                              estimated based on
                              80% LTV, 8.5% interest, 20 yr. amortization
Recorded:                     Inst. #1995 61351; Jefferson County
Verified With:                Hunter Keller, Engel Realty (205) 939-6800
Verified By:                  David Mullins, H.J. Porter & Associates
Date Verified:                04/18/1996
Rights Conveyed:              Leased Fee
Land Size:                    12.6  Acres
Access/Visibility:            Average/Average
Highest & Best Use:           Neighborhood Shopping Center
Parking:                      728                         Parking Ratio:  5.15
Building Size:                141,444 SF(NRA)

                                                       H. J. Porter & Associates
<PAGE>

                                                                              58


MARKET APPROACH - (CONTINUED)

Sale #1 (Continued)
Land:Bldg Ratio:              3.9
Year Built:                   1986
Condition:                    Avg/Good
Building
Description:                  One story masonry construction neighborhood 
                              shopping center containing two separate buildings.
Anchors:                      Delchamps 51,945 sq.ft., Drugs for Less 14,500 
                              sq.ft.
Anchor - Sq. Ft.:             66,445                      Anchor %:  46.98
Local:                        Typical local, regional and national small shops
Local - Sq. Ft.:              74,999                      Local %:  53.02
Lease Information:            Anchors & Local: CAM, taxes and insurance.
                              Delchamps recently expanded and renovated their
                              space with an estimated expenditure of 2.5 to 3
                              million dollars. In conjunction, they signed a new
                              15 year lease with 3, 5 year options.

ANALYSIS
(1|2|3) *Source                                 TOTAL $ AMOUNT   $ PER SF (NRA)
                                                --------------   --------------
(A\E\F)         Potential Gross Income:           $1,578,760          $11.16
(A\E\F)         Vac & Credit Loss:                   $94,725          $ 0.67
                                                  ----------          ------
(A\E\F)         Effec. Gross Income:              $1,484,034          $10.49
(A\E\F)         Less Expenses:                      $376,266          $ 2.66
                                                  ----------          ------
(A\E\F)         Net Oper. Income                  $1,107,768          $ 7.83
(A\E\F)         Debt Service (Yr 1):                $933,084          $ 6.60
                                                  ----------          ------
(A\E\F)         Cash Flow:                          $174,684          $ 1.24


    ===========================================================================
*     Field 1:           S=Seller          B=Buyer                  A=Appraiser
      Field 2:           A=Actual          E=Estimated
      Field 3:           P=Prior Year      F=Year Following
    ===========================================================================

INDICATORS OF VALUE:       Price Per SF (NRA):                 $79.18
                           PGIM:                               7.09
                           EGIM:                               7.55
                           Ro:                                 9.89%
                           Re:                                 7.8%
                           Expense Ratio:                      25.35

Remarks:       PGI includes potential rent based on actual base rent plus
               expense contributions and misc. income. The actual 1994 NOI was
               $901,481 and is somewhat skewed due to vacancy of local space
               during Delchamps expansion and rent concession during this
               period. Also, leasing commissions and T.I. was deducted as
               expenses before NOI calculated.

                                                       H. J. Porter & Associates
<PAGE>

                                                                              59


MARKET APPROACH - (CONTINUED)

                               [GRAPHIC OMITTED]

Sale #2
Address/Location:             Village At Moody
                              US Highway 411
                              Moody, AL
Grantor:                      FS Partnership, Ltd.
Grantee:                      Birmingham Realty
Sale Date:                    02/14/1996
Sale Price:                   $4,485,000
Cash Equiv Price:             $4,485,000
Equity:                       $1,485,000
Debt:                         $3,000,000
Terms:                        $1,485,000 cash plus assumption of $3,000,000 
                              mortgage at market rates and terms.
Recorded:                     Book 261, Page 313; St. Clair County
Verified With:                Paul Spina, Grantor (205) 733-1131
Verified By:                  David Mullins, H.J. Porter & Associates
Date Verified:                04/10/1996
Rights Conveyed:              Leased Fee
Land Size:                    8.43  Acres
Access/Visibility:            Average/Average
Highest & Best Use:           Neighborhood Shopping Center
Parking:                      396                         Parking Ratio:  6.51
Building Size:                60,800 SF(NRA)

                                                       H. J. Porter & Associates
<PAGE>

                                                                              60


MARKET APPROACH - (CONTINUED)

Sale #2 (Continued)
Land:Bldg Ratio:              6.0
Year Built:                   1995
Condition:                    Good
Building
Description:                  In-line, one story masonry construction with brick
                              exterior on front and sides, and CCB on rear. 
                              Flat built-up roof system.
Anchors:                      Winn Dixie - 44,000 SF
Anchor - Sq. Ft.:             44,000                      Anchor %:  72.37
Local:                        J&E Ent., Head Start, Movie Gallery, Open Book, 
                              Vulcan Rehab, Moody Cleaners, Vill. Beverage, 
                              Merle Norman, Nail Shop
Local - Sq. Ft.:              16,800                      Local %:  27.63
Lease Information:            Winn Dixie - $7.00 PSF, Local tenant rent range
                              $10.50 to $11.50 PSF with average of $10.67 PSF.
                              All tenants pay pro-rata share of CAM, tax, and
                              insurance.

ANALYSIS
(1|2|3) *Source                                TOTAL $ AMOUNT     $ PER SF (NRA)
                                               --------------     --------------
(A\E\F)         Potential Gross Income:            $533,922           $8.78
(A\E\F)         Vac & Credit Loss:                   $9,920           $0.16
                                                     ------           -----
(A\E\F)         Effec. Gross Income:               $524,002           $8.62
(A\E\F)         Less Expenses:                      $87,532           $1.44
                                                    -------           -----
(A\E\F)         Net Oper. Income                   $436,470           $7.18


     ===========================================================================
*     Field 1:           S=Seller               B=Buyer              A=Appraiser
      Field 2:           A=Actual               E=Estimated
      Field 3:           P=Prior Year           F=Year Following
     ===========================================================================

INDICATORS OF VALUE:        Price Per SF (NRA):                 $73.77
                            PGIM:                               8.40
                            EGIM:                               8.56
                            Ro:                                 9.73%
                            Expense Ratio:                      16.70

Remarks:       At time of sale this center was less than one year old and did
               not have a complete year of operating history. PGI includes
               contract rent plus estimated expense contributions. Market
               vacancy estimated at 5% of local tenant rent and expense
               contributions. Expenses include 4% management fee, taxes at $.58
               PSF, insurance at $.10 PSF, CAM at $.40 PSF, and St. Maintenance
               at $.05 PSF. This center is located at the northeast corner of
               I-20 and US Highway 411 in Moody, Alabama. This area is a rapidly
               growing commercial district in the Birmingham/Atlanta interstate
               corridor.

                                                       H. J. Porter & Associates
<PAGE>

                                                                              61


MARKET APPROACH - (CONTINUED)

                               [GRAPHIC OMITTED]

Sale #3
Address/Location:             Plaza Center
                              Hughes Road at Old Madison Pike
                              Madison, Alabama
Grantor:                      Plaza, Ltd.
Grantee:                      Amberjack, Ltd.
Sale Date:                    12/21/1994
Sale Price:                   $5,850,000
Cash Equiv Price:             $5,850,000
Terms:                        Cash to Seller
Recorded:                     Deed Book 846, Page 1097; Madison County
Verified With:                Tommy Tillman, Broker (205) 822-7116
Verified By:                  David P. Mullins, H.J. Porter & Associates
Date Verified:                01/11/1995
Rights Conveyed:              Leased Fee
Land Size:                    9.08  Acres
Access/Visibility:            Good/Good
Highest & Best Use:           Shopping Center
Building Size:                79,400 SF(NRA)
Land:Bldg Ratio:              5.0
Year Built:                   1994
Condition:                    Good


                                                       H. J. Porter & Associates
<PAGE>

                                                                              62


MARKET APPROACH - (CONTINUED)

Sale #3 (Continued)
Building
Description:                  One Story masonry construction with brick veneer 
                              and dryvit front. Built up flat roof.
Anchors:                      Kroger
Anchor - Sq. Ft.:             62,800                      Anchor %:  79.09
Local:                        Sporting Edge, Cleaners, Papa John's Pizza, 
                              Heavenly Hair, Baskin-Robbins, Cornerstone, Movie
                              Gallery, Hallmark
Local - Sq. Ft.:              16,600                      Local %:  20.91
Lease Information:            All tenants pay a pro-rata share of CAM, 
                              Taxes, and Insurance.
ANALYSIS
(1|2|3) *Source                               TOTAL $ AMOUNT     $ PER SF (NRA)
                                              --------------     --------------
(S\A\P)         Potential Gross Income:           $689,320            $8.68
(S\A\P)         Vac & Credit Loss:                 $17,750            $0.22
                                                   -------            -----
(S\A\P)         Effec. Gross Income:              $671,570            $8.46
(S\A\P)         Less Expenses:                    $111,457            $1.40
                                                  --------            -----
(S\A\P)         Net Oper. Income                  $560,113            $7.05


     ===========================================================================
*     Field 1:           S=Seller               B=Buyer              A=Appraiser
      Field 2:           A=Actual               E=Estimated
      Field 3:           P=Prior Year           F=Year Following
     ===========================================================================

INDICATORS OF VALUE:         Price Per SF (NRA):                 $73.68
                             PGIM:                               8.49
                             EGIM:                               8.71
                             Ro:                                 9.57%
                             Expense Ratio:                      16.60


                                                       H. J. Porter & Associates
<PAGE>

                                                                              63


MARKET APPROACH - (CONTINUED)

                               [GRAPHIC OMITTED]

Sale #4
Address/Location:             North Hixson Marketplace
                              Hixson Pike and Camp Columbus Road
                              Chattanooga, TN
Grantor:                      North Hixson, L.L.C.
Grantee:                      Amberjack Ltd.
Sale Date:                    03/04/1996
Sale Price:                   $4,760,000
Cash Equiv Price:             $4,760,000
Terms:                        Cash to seller
Recorded:                     ; Hamilton County
Verified With:                Dick Schmalz, with Grantor (205) 871-2617
Verified By:                  David Mullins, H.J. Porter & Associates
Date Verified:                03/15/1996
Rights Conveyed:              Leased Fee
Land Size:                    9.24 Acres
Access/Visibility:            Average/Average
Highest & Best Use:           Neighborhood Shopping Center
Parking:                      405                         Parking Ratio:  5.88
Building Size:                63,270 SF(NRA)
Land:Bldg Ratio:              6.4
Year Built:                   1995
Condition:                    Good

                                                       H. J. Porter & Associates
<PAGE>

                                                                              64


MARKET APPROACH - (CONTINUED)

Sale #4 (Continued)
Building
Description:                  One story neighborhood shopping center with split 
                              face block exterior walks and synthetic stucco 
                              on steel stud canopy.
Anchors:                      Winn Dixie (49,600 sf GBA & 44,000 sf NRA); 
                              Big B Drugs 8,470 sf
Anchor - Sq. Ft.:             52,470                      Anchor %:  82.93
Local:                        Movie Gallery, Sally's Beauty and other local 
                              tenants
Local - Sq. Ft.:              10,800                      Local %:  17.07
Lease Information:            Anchor and Local: CAM, Taxes and Insurance
ANALYSIS
(1|2|3) *Source                                 TOTAL $ AMOUNT    $ PER SF (NRA)
                                                --------------    --------------
(S\A\F)         Potential Gross Income:            $623,083           $9.85
(A\E\F)         Vac & Credit Loss:                  $13,057           $0.21
                                                    -------           -----
(A\E\F)         Effec. Gross Income:               $610,026           $9.64
(A\E\F)         Less Expenses:                     $124,533           $1.97
                                                   --------           -----
(A\E\F)         Net Oper. Income                   $485,493           $7.67


     ===========================================================================
*     Field 1:           S=Seller               B=Buyer              A=Appraiser
      Field 2:           A=Actual               E=Estimated
      Field 3:           P=Prior Year           F=Year Following
     ===========================================================================

INDICATORS OF VALUE:           Price Per SF (NRA):                 $75.23
                               PGIM:                               7.64
                               EGIM:                               7.80
                               Ro:                                 10.2%
                               Expense Ratio:                      20.41%

Remarks:       At time of sale, there were two vacant local shops containing
               2,400 sq.ft. Expense contribution included in PGI and local
               vacancy. Vacancy based on 10% of local shop income plus expense
               contributions. Expenses based on 4% management, excluding expense
               contributions, $1.59 for taxes, CAM and insurance plus $.05 for
               structural reserves. The estimated expenses were consistent with
               Grantor's proforma. Average local shop space rent for leased
               space was $10.45/sf.

                                                       H. J. Porter & Associates
<PAGE>

                                                                              65


MARKET APPROACH - (CONTINUED)

                               [GRAPHIC OMITTED]

Sale #5
Address/Location:             Hillcrest Marketplace
                              Hillcrest Road @ Grelot Road
                              Mobile, Alabama
Grantor:                      Hillcrest Marketplace, Ltd.
Grantee:                      80% Shades Creek Partners, 20% Fairway 
                              Investments, LLC
Sale Date:                    06/19/1997
Sale Price:                   $6490000
Cash Equiv Price:             $6,490,000
Equity:                       $1,590,000
Debt:                         $4,900,000          Year 1 Debt Service:  $480,911
Terms:                        $1,590,000 cash and assumption of 20 year mortgage
                              at 8.375%.
Recorded:                     Deed Book 4479, Page 54; Mobile County
Verified With:                Scott Holcombe, Arlington Properties -Developer
                              (205) 328-9600
Verified By:                  Harris Hollans, H.J. Porter & Associates
Date Verified:                04/02/1997
Rights Conveyed:              Leased Fee Interest
Land Size:                    12.49  Acres
Access/Visibility:            Good/Good
Highest & Best Use:           Neighborhood Shopping Center
Parking:                      359                         Parking Ratio:  4.63
Building Size:                76,365 SF(GBA)
Land:Bldg Ratio:              7.1

                                                       H. J. Porter & Associates
<PAGE>

                                                                              66


MARKET APPROACH - (CONTINUED)

Sale #5 (Continued)
Year Built:                   1997
Condition:                    New
Building
Description:                  Red brick veneer front over concrete block wall. 
                              Reinforced concrete slab. Single ply membrane 
                              roof. Raised seam metal and canvas awning.
Anchors:                      Winn Dixie (51,282 sq.ft.), Revco (9,240 sq.ft.)
Anchor - Sq. Ft.:             60,522                      Anchor %:  79.25
Local:                        Various regional, national, & local
Local - Sq. Ft.:              15,843                      Local %:  20.75

Lease Information:            Winn Dixie rent is $8.00 PSF & Revco rent is $8.00
                              PSF. At sale time, no local space was leased.
                              Local rent pro-forma was $11.50 PSF. Expense
                              contribution pro-forma was $1.50 PSF. Since
                              closing, 6 shops have been leased at $12.50 PSF.
                              $12.50 PSF.

ANALYSIS
(1|2|3) *Source                                TOTAL $ AMOUNT     $ PER SF (GBA)
                                               --------------     --------------
(S\E\F)         Potential Gross Income:           $780,918            $10.23
(S\E\F)         Vac & Credit Loss:                 $15,447            $0.20
                                                   -------            -----
(S\E\F)         Effec. Gross Income:              $765,471            $10.02
(S\E\F)         Less Expenses:                    $140,020            $1.83
                                                  --------            -----
(S\E\F)         Net Oper. Income                  $625,451            $8.19
(S\E\F)         Debt Service (Yr 1):              $480,911            $6.30
                                                  --------            -----
(S\E\F)         Cash Flow:                        $144,540            $1.89

     ===========================================================================
*     Field 1:           S=Seller               B=Buyer              A=Appraiser
      Field 2:           A=Actual               E=Estimated
      Field 3:           P=Prior Year           F=Year Following
     ===========================================================================

INDICATORS OF VALUE:            Price Per SF (GBA):                 $84.99
                                PGIM:                               8.31
                                EGIM:                               8.48
                                Ro:                                 9.64%
                                Re:                                 9.09%
                                Expense Ratio:                      18.29%

Remarks:       The total Gross Building Area of the shopping center was 77,557
               SF. The sale was negotiated and closed prior to completion with
               equitable remedy for completion delays after July 15, 1997. The
               Grantor guaranteed the above EGI for a period of 2 years, thereby
               assuming the risk of leasing up the remaining vacant shop space.
               The Grantor will pay Grantee the difference between rents
               received, including exp. contributions, and the above EGI. If
               gross income equals or exceeds the above EGI for 6 months,
               guarantee is terminated.There are 5 out parcels lots at this
               center which were not included in the sales. Lots have been sold
               to Wendy's, New York Bagel, and Boston Market.

                                                       H. J. Porter & Associates
<PAGE>

                                                                              67


MARKET APPROACH - (CONTINUED)

The sales detailed above are compared and adjusted to the subject for pertinent
items of difference as:

<TABLE>
<CAPTION>
===========================================================================================================================
                                               MARKET SALES COMPARISON GRID
===========================================================================================================================
Comp. Number                                               #1              #2            #3             #4              #5
<S>                                <C>            <C>              <C>           <C>            <C>             <C>       
Grantor                                      Lorna Properties  FS Partnership   Plaza, Ltd.   North Hixson       Hillcrest
                                                                                                               Marketplace
Grantee                             SUBJECT  Village on Lorna      Birmingham    Amberjack,      Amberjack    Shades Creek
                                                                       Realty          Ltd.                       Partners
Location                   Warrior River Rd        Lorna Road      US Hwy 411     Hughes Rd    Hixson Pike  Hillcrest Road
                               Hueytown, AL    Birmingham, AL       Moody, AL   Madison, AL   Chattanooga,      Mobile, AL
                                                                                                        TN
- ---------------------------------------------------------------------------------------------------------------------------
Cash Eq.Sale Price                                $11,200,000      $4,485,000    $5,850,000     $4,760,000      $6,490,000
Date of Sale                       12/01/97          05/26/95        02/14/96      12/21/94       03/04/96        06/19/97
Leasable Area S.F.                   89,273           141,444          60,800        79,400         63,270          76,365
Unadjust. Price/SF                                     $79.18          $73.77        $73.68         $75.23          $84.99
Eff.Gross Income                   $851,051        $1,484,034        $524,002      $671,570       $610,026        $765,471
EGIM                                                     7.55            8.56          8.71           7.80            8.48
Net Oper. Income                   $707,316        $1,107,768        $436,470      $560,113       $485,493        $625,451
Per SF                                $7.92             $7.83           $7.18         $7.05          $7.67           $8.19
- ---------------------------------------------------------------------------------------------------------------------------
ADJUSTMENTS                                                #1              #2            #3             #4              #5
                                                       Normal          Normal        Normal         Normal          Normal
Conditions of Sale                                         0%              0%            0%             0%              0%
Market Conditions/Time                                 12.60%           8.99%        14.74%          8.73%           2.26%
      at       5.00% /year
===========================================================================================================================
Preliminary Adj. Price                            $12,611,200      $4,888,202    $6,712,290     $5,175,548      $6,636,674
Preliminary Adj.Price/Sq.Ft.                           $89.16          $80.40        $84.54         $81.80          $86.91
===========================================================================================================================
PHYSICAL DIFFERENCES                                       #1              #2            #3             #4              #5
            Net Operating Income                        1.40%          10.58%        12.62%          3.52%          -3.05%
- ---------------------------------------------------------------------------------------------------------------------------
Subtotal-Physical                                       1.40%          10.58%        12.62%          3.52%          -3.05%
===========================================================================================================================
Final Adjusted Price                              $12,787,757      $5,405,373    $7,559,381     $5,357,727      $6,434,255
Final Adj.Price/Sq.Ft.                                 $90.41          $88.90        $95.21         $84.68          $84.26
===========================================================================================================================
</TABLE>

The sales were adjusted to the subject for the following items:

Condition of sale:                  No adjustment indicated.

Time:                               Considers an increase of 5% per year based
                                    on analysis of the overall capitalization
                                    rates of the comparable sales and range of
                                    rates from the five methods considered in
                                    the Income Approach.

                                                       H. J. Porter & Associates
<PAGE>

                                                                              68


MARKET APPROACH - (CONTINUED)

Net Operating Income:               The comparable sales were adjusted to the
                                    subject based on the difference in net
                                    operating income. The physical and economic
                                    characteristics such as condition, age,
                                    vacancy, size, and location are reflected in
                                    a property's net operating income. As
                                    indicated in the following table, there is a
                                    direct relationship between the sale price
                                    per square foot and net operating income per
                                    square foot.

                                    ====================================
                                         SP/SF             NOI/SF
                                    ------------------------------------
                                         $79.18            $7.83
                                         $73.77            $7.18
                                         $73.68            $7.05
                                         $75.23            $7.67
                                         $84.99            $8.19
                                    ====================================

                                    The adjustment for NOI is based on the
                                    following formula: the comparable sales NOI
                                    per square foot is subtracted from the
                                    subject's estimated NOI per square foot and
                                    the difference is divided by the subject's
                                    NOI per square foot.

The comparable sales present an adjusted range of value from $84.26 to $95.21
per square foot. The arithmetic mean price is $88.69 per sq.ft. with a standard
deviation of $4.03 per sq.ft. Based on this analysis, with consideration given
to the subject's cross collateralization, the subject's value is estimated at
$88.50 per square foot.

Based on these adjusted sales, the subject property is valued by direct
comparison as:

     89,273   Sq.Ft. NLA       @        $88.50            =        $7,900,661

                                         Rounded                   $7,900,000

                                                       H. J. Porter & Associates
<PAGE>

                                                                              69


MARKET APPROACH - (CONTINUED)

The Effective Gross Rent Multipliers (EGIM) derived from the above sales are
highlighted as:

                         SALE #                 EGIM
                         ------                -----
                           1                    7.55
                           2                    8.56
                           3                    8.71
                           4                    7.80
                           5                    8.48

The Effective Gross Income Multipliers of the five comparable sales range from
7.55 to 8.56 with a mean EGIM of 8.22. Based on these sales, with consideration
given to declining interest rates, the subject's EGIM is estimated at the high
end of the range. The subject is valued by EGIM as:

        $851,051 EGIM             x        8.70     =        $7,404,144

                                           Rounded           $7,400,000


The two market indicators of value are correlated with greater weight given to
adjusted sale price per square foot for a value by market of $7,800,000. The
indicated value by EGIM is skewed because the multipliers do not reflect
decreasing cap rates.

                                                       H. J. Porter & Associates
<PAGE>

                                                                              70


RECONCILIATION AND FINAL VALUE ESTIMATE

Cost Approach.........................................................$7,280,000

This approach is felt to be less reliable than the other two approaches due to
the difficulty in estimating accrued depreciation. Cost estimates are based on a
respected national cost service's figures as well as actual cost of other
centers. The land value is based on recent commercial land sales from the
subject's market area and is felt to be well supported. This approach is given
secondary consideration to the Income Approach.

Income Approach.......................................................$7,870,000

This approach is felt to be most indicative of the subject's value. It best
reflects current and projected market conditions as they relate to the subject
and mirrors the actions of investors in today's market. Overall, this approach
is afforded greatest consideration.

Market Approach.......................................................$7,800,000

This approach is based on recent sale of other neighborhood shopping centers and
is reliant upon the direct sales comparison on a price per square foot basis.
The estimated value by EGIM is somewhat skewed because the Effective Gross
Income Multipliers of the comparable sales do not reflect the downward trend in
overall capitalization rates. This approach is afforded less consideration than
the Income Approach.

Based upon our investigation into the subject property and its current economic
environment, we are of the opinion that the prospective market value of the
Leased Fee Interest in the subject property, as of December 1, 1997, will be:

               SEVEN MILLION EIGHT HUNDRED FIFTY THOUSAND DOLLARS
                                  ($7,850,000)


         Divided As:       Improvements             $6,700,000
                           Land                     $1,150,000
                                                     ---------
                           Total                    $7,850,000

                                                       H. J. Porter & Associates
<PAGE>

                                                                              71


                                  CERTIFICATION

We certify that, to the best of our knowledge and belief,...

1.    The statements of fact contained in this report are true and correct.

2.    The reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions, and are our personal,
      unbiased professional analyses, opinions and conclusions.

3.    We have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved.

4.    Our compensation is not contingent on an action or event resulting from
      the analyses, opinions, or conclusions in, or the use of, this report. Our
      compensation is not contingent upon the reporting of a predetermined value
      or direction in value that favors the cause of the client, the amount of
      the value estimate, the attainment of stipulated result, or the occurrence
      of a subsequent event.

5.    Our analyses, opinions, and conclusions were developed, and this report
      has been prepared, in conformity with the requirements of the Code of
      Professional Ethics and the Standards of Professional Practice of the
      Appraisal Institute, and the Uniform Standards of Professional Appraisal
      Practice as promulgated by the Appraisal Standards Board of the Appraisal
      Foundation.

6.    The use of this report is subject to the requirements of the Appraisal
      Institute and the Alabama Real Estate Appraisers Board relating to review
      by its duly authorized representatives.

7.    This assignment was made subject to regulations of the State of Alabama
      Real Estate Appraisers Board. The undersigned State Certified General Real
      Property Appraisers have met the requirements of the board that allow this
      report to be regarded as a "certified appraisal."

8.    David P. Mullins, MAI, is currently certified under the continuing
      education program of the Appraisal Institute.

9.    L. Harris Hollans, Jr. has made a personal inspection of the property that
      is the subject of this report. David P. Mullins, MAI, has not made a
      personal inspection of the property that is the subject of this report.

10.   No one provided significant professional assistance to the persons signing
      this report.

                                                       H. J. Porter & Associates
<PAGE>

                           CERTIFICATION - (CONTINUED)

11.   This appraisal assignment was not based on a requested minimum valuation,
      a specific valuation, or the approval of a loan.

12.   Based upon our investigation into the subject property and its current
      economic environment, we are of the opinion that the prospective market
      value of the Leased Fee Interest in the subject property, as of December
      1, 1997, will be:

               SEVEN MILLION EIGHT HUNDRED FIFTY THOUSAND DOLLARS
                                  ($7,850,000)




         /s/ David P. Mullins                                       11/20/97
         -----------------------------------------                  --------
         DAVID P. MULLINS, MAI                                      Date
         Certified General Real Property Appraiser
         Alabama Certification #G00008



         /s/ L. Harris Hollans, Jr.                                 11/20/97
         -----------------------------------------                  --------
         L. HARRIS HOLLANS, JR.                                     Date
         Certified General Real Property Appraiser
         Alabama Certification #G00451

                                                       H. J. Porter & Associates
<PAGE>

ADDENDUM


         EXHIBITS

         Location Map.............................................Facing Page 3
         Survey...................................................Facing Page 5
         State Map................................................Facing Page 9
         Site Plan...............................................Facing Page 20
         Subject Photographs.....................................Facing Page 21
         Land Sales Map..........................................Facing Page 27
         Rental Location Map.....................................Facing Page 38
         Improved Sales Map......................................Facing Page 56

         REAR EXHIBITS

         Lease Synopses
         Dilmore Size Adjustment Tables
         Assumptions and Limiting Conditions
         Appraisers' Qualifications
         Appraisers' Certificates

                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:               Winn Dixie Montgomery, Inc.

Area:                 35,000 sq.ft.

Term:                 Twenty years, ending 4/3/2005

Renewal Options:      Five, five year options,ending 4/3/2030

Minimum Rental:       $199,500 or $5.70/sq.ft. - All terms

Percentage Rent:      1% of gross sales above designated break point

Expense Contributions:

         C.A.M.       Tenant pays a fixed rate of $3,500 per year

         Tax          Tenant pays pro rata share increase over base year

         Insurance    Tenant pays pro rata share increase over base year

Utilities Paid By:    Tenant

Repairs by Landlord:  Roof and structural components

Repairs by Tenant:    Mechanical, electrical, plumbing, plate glass and interior

Parking:              Required ratio of 6.0 spaces per 1,000 sq.ft. of gross
                      building area or a total of 530 spaces.

Subletting:           Allowed without Landlord's consent

Subordination:        Lease is subordinate to any mortgage

Remarks:              Tenant has the option of expanding east by 24,500 sq.ft.
                      at five year intervals. Tenant has the exclusive right to
                      operate a supermarket.

*Amendment to Lease:  This lease is currently being amended to facilitate
                      expansion and renovation of the space. The term will be
                      renewed to 20 years commencing 12/1/97. The rental rate
                      will be $9.25 per sq.ft. based on a Leaseable Area of
                      45,500 sq.ft. The tenant will reimburse pro-rata for CAM,
                      taxes, and insurance. Winn Dixie will pay for roof and
                      structural maintenance on the expanded premises. There
                      will be five renewal options of five years each.

                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:               Harco Drug, Inc.

Area:                 8,450 sq.ft.

Term:                 Fifteen years, ending 3/14/2003

Renewal Options:      Three, Five year options, ending 3/14/2018

Minimum Rental:       $67,600 or $8.00/sq.ft. - All terms

Percentage Rent:      2% of net sales over designated break point

Expense Contributions:

         C.A.M.       Tenant pays pro rata share

         Tax          Tenant pays pro rata share

         Insurance    Tenant pays pro rata share

Utilities Paid By:    Tenant

Repairs by Landlord:  Roof and structural components

Repairs by Tenant:    Mechanical, electrical, plumbing, plate glass and interior

Parking:              None specified

Subletting:           Allowed with Landlord's consent

Subordination:        Lease is subordinate to any mortgage

Remarks:              Tenant may terminate the lease if Winn Dixie vacates.
                      Tenant has the exclusive right to operate a drug store
                      with the exception of Winn Dixie.

                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:               Norwest Financial Alabama, Inc.

Area:                 1,500 sq.ft.

Term:                 Five years, ending 8/31/2000

Renewal Options:      One, five year option ending 8/31/2005

Minimum Rental:       $10,875  or $7.25/sq.ft.   - Years 1-3 commencing 9/1/95
                      $12,000  or $8.00/sq.ft.   - Years 4-5 commencing 9/1/98
                      Rent is negotiable for renewal term

Percentage Rent:      None

Expense Contributions:

         C.A.M.       Tenant pays pro rata share, plus 15% override

         Tax          Tenant pays pro rata share

         Insurance    Tenant pays pro rata share

Utilities Paid By:    Tenant

Repairs by Landlord:  Roof and structural components

Repairs by Tenant:    Mechanical, electrical, plumbing, plate glass and interior

Parking:              None specified

Subletting:           Allowed with Landlord's consent

Subordination:        Lease is subordinate to any mortgage

Remarks:              Tenant may cancel the lease any time after the third year
                      with payment of six months rent and 90 days notice.

                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:               Head Start Family Hair Salon

Area:                 2,400 sq.ft.

Term:                 Five years, ending 3/31/99

Renewal Options:      One, five year option, ending 3/31/2004

Minimum Rental:       $14,400 or $6.00/sq.ft.   - Year 1, commencing 4/1/94
                      $15,000 or $6.25/sq.ft.   - Year 2, commencing 4/1/95
                      $15,600 or $6.50/sq.ft.   - Year 3, commencing 4/1/96
                      $16,800 or $7.00/sq.ft.   - Years 4-5, commencing 4/1/97
                      $18,000 or $7.50/sq.ft.   - Renewal Years 6-9, commencing
4/1/99
                      $20,000 or $8.50/sq.ft.   - Renewal Year 10, commencing
4/1/03

Percentage Rent:      Year 1                - 6% of gross sales above $375,000
                      Year 2                - 6% of gross sales above $385,000
                      Year 3                - 6% of gross sales above $395,000
                      Year 4-5              - 6% of gross sales above $423,000
                      Renewal Years 6-9     - 6% of gross sales above $447,000
                      Renewal Year 10       - 6% of gross sales above $495,000

Expense Contributions:

         C.A.M.       Tenant pays pro rata share, plus 15% override

         Tax          Tenant pays pro rata share

         Insurance    Tenant pays pro rata share, plus 15% override

Utilities Paid By:    Tenant

Repairs by Landlord:  Roof and structural components

Repairs by Tenant:    Mechanical, electrical, plumbing, plate glass and interior

Parking:              None specified

Subletting:           Allowed with Landlord's consent

Subordination:        Lease is subordinate to any mortgage

Remarks:              Tenant originally located in the center in December 1984.

                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:               Little Caesar's Pizza

Area:                 1,200 sq.ft.

Term:                 Five years, ending 11/30/98

Renewal Options:      One, five year option, ending 11/30/2003

Minimum Rental:       $11,400  or $9.50/sq.ft.  - Years 1-5, commencing 12/1/93
                      $13,200  or $11.00/sq.ft. - Renewal Years 6-8, commencing
                                                  12/1/98
                      $13,800  or $11.50/sq.ft. - Renewal Years 9-10, commencing
                                                  12/1/01

Percentage Rent:      None

Expense Contributions:

         C.A.M.       Tenant pays pro rata share, plus 15% override

         Tax          Tenant pays pro rata share

         Insurance    Tenant pays pro rata share, plus 15% override

Utilities Paid By:    Tenant

Repairs by Landlord:  Roof and structural components

Repairs by Tenant:    Mechanical, electrical, plumbing, plate glass and interior

Parking:              None specified

Subletting:           Allowed with Landlord's consent

Subordination:        Lease is subordinate to any mortgage

Remarks:              Tenant has exclusive right to operate a pizza sales store.

                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:               Martin Jewelers

Area:                 2,467 sq.ft.

Term:                 Five years, ending 11/30/98

Renewal Options:      One, five year option, ending 11/30/2003

Minimum Rental:       $14,802  or $6.00/sq.ft.   - Years 1-5, commencing 12/1/93
                      $17,269  or $7.00/sq.ft.   - Renewal term, commencing 
                                                   12/1/98

Percentage Rent:      4% of gross sales above $450,000, Initial & Renewal terms.

Expense Contributions:

         C.A.M.       Tenant pays pro rata share, plus 15% override

         Tax          Tenant pays pro rata share

         Insurance    Tenant pays pro rata share, plus 15% override

Utilities Paid By:    Tenant

Repairs by Landlord:  Roof and structural components

Repairs by Tenant:    Mechanical, electrical, plumbing, plate glass and interior

Parking:              None specified

Subletting:           Allowed with Landlord's consent

Subordination:        Lease is subordinate to any mortgage

Remarks:              Refundable security deposit of $900. Tenant has exclusive
                      right to operate a jewelry store.

                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:               Taekwondo Plus

Area:                 2,800 sq.ft.

Term:                 Five years, ending 8/31/98

Renewal Options:      None

Minimum Rental:       $8,400  or $3.00/sq.ft.    - Year 1, commencing 9/1/93
                      $16,800 or $6.00/sq.ft.    - Years 2-3, commencing 9/1/94
                      $18,200 or $6.50/sq.ft.    - Years 4-5, commencing 9/1/96

Percentage Rent:      None

Expense Contributions:

         C.A.M.       Tenant pays pro rata share, plus 15% override

         Tax          Tenant pays pro rata share

         Insurance    Tenant pays pro rata share, plus 15% override

Utilities Paid By:    Tenant

Repairs by Landlord:  Roof and structural components

Repairs by Tenant:    Mechanical, electrical, plumbing, plate glass and interior

Parking:              None specified

Subletting:           Allowed with Landlord's consent

Subordination:        Lease is subordinate to any mortgage

Remarks:              Refundable security deposit of $1,400. Tenant has
                      exclusive right to operate a karate school in the center.
                      Tenant must advertise four times per year.

                                                       H. J. Porter & Associates
<PAGE>

                                        LEASE SYNOPSIS

Tenant:               South Central Cellular

Area:                 1,420 sq.ft.

Term:                 Three year, ending 11/24/99

Renewal Options:      None

Minimum Rental:       $10,656  or $7.50/sq.ft.     - Year 1, commencing 11/25/96
                      $11,004  or $7.75/sq.ft.     - Year 2, commencing 11/25/97
                      $11,364  or $8.00/sq.ft.     - Year 3, commencing 11/25/98

Percentage Rent:      None

Expense Contributions:

         C.A.M.       Tenant pays pro rata share, plus 15% override

         Tax          Tenant pays pro rata share

         Insurance    Tenant pays pro rata share

Utilities Paid By:    Tenant

Repairs by Landlord:  Roof and structural components

Repairs by Tenant:    Mechanical, electrical, plumbing, plate glass and interior

Parking:              None specified

Subletting:           Allowed with Landlord's consent

Subordination:        Lease is subordinate to any mortgage

Remarks:              Tenant must participate is Merchant's Association.
                      Refundable security deposit of $888.00. Should Winn Dixie
                      vacate, tenant may terminate the lease after 18 months by
                      60 days notice and payment of unamortized TI's and leasing
                      commissions.

                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:               ALFA Mutual Insurance Company
                      d/b/a/ ALFA Insurance

Area:                 1,704 sq.ft.

Term:                 Five years and five months, ending 2/19/2002

Renewal Options:      None

Minimum Rental:       $13,632  or $8.00/sq.ft.   - Years 1-3, commencing 9/19/96
                      $14,484  or $8.50/sq.ft.   - Years 4-6, commencing 9/19/99

Percentage Rent:      None

Expense Contributions:

         C.A.M.       Tenant pays pro rata share, plus 15% override

         Tax          Tenant pays pro rata share

         Insurance    Tenant pays pro rata share

Utilities Paid By:    Tenant

Repairs by Landlord:  Roof and structural components

Repairs by Tenant:    Mechanical, electrical, plumbing, plate glass and interior

Parking:              None specified

Subletting:           Allowed with Landlord's consent

Subordination:        Lease is subordinate to any mortgage

Remarks:              Tenant may cancel the lease upon Winn Dixie vacating.
                      Applies only after 36 months. Tenant must provide 120 days
                      notice, pay $3,408 and reimburse unamortized TI's and
                      Leasing commissions. Landlord warrants HVAC against major
                      repair for two years or will pay 50% repair cost.

                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:               Narseary A. Harper
                      d/b/a  Supreme Beauty Supply

Area:                 1,600 sq.ft.

Term:                 Five years, ending 9/30/01

Renewal Options:      None

Minimum Rental:       $12,000.00  or $7.50/sq.ft.  - Years 1-3 commencing
                                                     10/1/96
                      $12,396.00  or $7.75/sq.ft.  - Year 4 commencing 10/1/99
                      $12,804.00  or $8.00/sq.ft.  - Year 5 commencing 10/1/2000

Percentage Rent:      None

Expense Contributions:

         C.A.M.       Tenant pays pro rata share, plus 15% override

         Tax          Tenant pays pro rata share

         Insurance    Tenant pays pro rata share

Utilities Paid By:    Tenant

Repairs by Landlord:  Roof and structural components

Repairs by Tenant:    Mechanical, electrical, plumbing, plate glass and interior

Parking:              None specified

Subletting:           Allowed with Landlord's consent

Subordination:        Lease is subordinate to any mortgage

Remarks:              Tenant must participate in any Merchant's Association.
                      Refundable security deposit ($1,000.00). Quarterly
                      reporting of gross sales required.

                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:               University Federal Credit Union/Credit Union Service
                      Center

Area:                 1,806 sq.ft.

Term:                 Three years, ending 7/31/97 (currently month-to-month)

Renewal Options:      None

Minimum Rental:       $11,287.50  or $6.25/sq.ft.     - Year 1 commencing 8/1/94
                      $11,739.00  or $6.50/sq.ft.     - Year 2 commencing 8/1/95
                      $12,190.50  or $6.75/sq.ft.     - Year 3 commencing 8/1/96

Percentage Rent:      None

Expense Contributions:

         C.A.M.       Tenant pays pro rata share, plus 15% override

         Tax          Tenant pays pro rata share

         Insurance    Tenant pays pro rata share, plus 15% override

Utilities Paid By:    Tenant

Repairs by Landlord:  Roof and structural components

Repairs by Tenant:    Mechanical, electrical, plumbing, plate glass and interior

Parking:              None specified

Subletting:           Allowed with Landlord's consent

Subordination:        Lease is subordinate to any mortgage

Remarks:              Maximum rental rate is $8.25/sq.ft. Refundable security
                      deposit of rent $1,237.50.

                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:               Thiet Le and Bich Huynh
                      d/b/a Magic Nails

Area:                 960 sq.ft.

Term:                 Three years, ending 9/30/98

Renewal Options:      None

Minimum Rental:       $6,720.00  or $7.00/sq.ft.     - Year 1 commencing 10/1/95
                      $6,960.00  or $7.25/sq.ft.     - Year 2 commencing 10/1/96
                      $7,200.00  or $7.50/sq.ft.     - Year 3 commencing 10/1/97

Percentage Rent:      None

Expense Contributions:

         C.A.M.       Tenant pays pro rata share, plus 15% override

         Tax          Tenant pays pro rata share

         Insurance    Tenant pays pro rata share

Utilities Paid By:    Tenant

Repairs by Landlord:  Roof and structural components

Repairs by Tenant:    Mechanical, electrical, plumbing, plate glass and interior

Parking:              None specified

Subletting:           Allowed with Landlord's consent

Subordination:        Lease is subordinate to any mortgage

Remarks:              Refundable security deposit of two months rent
                      ($1,120.00). Quarterly reporting of gross sales required.

                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:               Kitty King
                      d/b/a Kitty's Korner

Area:                 930 sq.ft.

Term:                 Five years, ending 6/30/2000

Renewal Options:      None

Minimum Rental:       $6,742.56  or $7.25/sq.ft.    - Year 1 commencing 7/1/95
                      $6,975.00  or $7.50/sq.ft.    - Year 2 commencing 7/1/96
                      $7,207.56  or $7.75/sq.ft.    - Year 3 commencing 7/1/97
                      $7,440.00  or $8.00/sq.ft.    - Year 4 commencing 7/1/98
                      $7,672.56  or $8.25/sq.ft.    - Year 5 commencing 7/1/99

Percentage Rent:      None

Expense Contributions:

         C.A.M.       Tenant pays pro rata share, plus 15% override

         Tax          Tenant pays pro rata share

         Insurance    Tenant pays pro rata share

Utilities Paid By:    Tenant

Repairs by Landlord:  Roof and structural components

Repairs by Tenant:    Mechanical, electrical, plumbing, plate glass and interior

Parking:              None specified

Subletting:           Allowed with Landlord's consent

Subordination:        Lease is subordinate to any mortgage

Remarks:              Refundable security deposit of two months rent
                      ($1,123.76). Quarterly reporting of gross sales.

                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                 Charles C. Sung and Diana X. Sung                      
                        d/b/a Shanghai
                        
Area:                   1,600 sq.ft.
                        
Term:                   Four years, ending 10/31/98
                        
Renewal Options:        One, four year option, ending 10/31/2002
                        
Minimum Rental:         $6,672  or $4.17/sq.ft.  - Year 1, commencing 11/1/94
                        $10,000 or $6.25/sq.ft.  - Years 2-4, commencing 11/1/95
                        $12,000 or $7.50/sq.ft.  - Renewal Year 5, commencing 
                                                   11/1/98
                        $12,400 or $7.75/sq.ft.  - Renewal Year 6, commencing 
                                                   11/1/99
                        $12,800 or $8.00/sq.ft.  - Renewal Year 7, commencing 
                                                   11/1/2000
                        $13,200 or $8.25/sq.ft.  - Renewal Year 8, commencing 
                                                   11/1/2001
                        
Percentage Rent:        None
                        
Expense Contributions:  Initial Term: CAM & Insurance - Tenant pays flat rate
                        of $1.35/sq.ft. Taxes - Tenant pays pro rata share
                        
         C.A.M.         Tenant pays pro rata share, plus 15% override
                        
         Tax            Tenant pays pro rata share
                        
         Insurance      Tenant pays pro rata share, plus 15% override
                        
Utilities Paid By:      Tenant
                        
Repairs by Landlord:    Roof and structural components
                        
Repairs by Tenant:      Mechanical, electrical, plumbing, plate glass and 
                        interior
                        
Parking:                None specified
                        
Subletting:             Allowed with Landlord's consent
                        
Subordination:          Lease is subordinate to any mortgage
                        
Remarks:                Tenant has exclusive right to operate a chinese
                        restaurant. Tenant may erect a sign on the shopping 
                        center pylon.
                      
                                                       H. J. Porter & Associates
<PAGE>

                                        LEASE SYNOPSIS

Tenant:               Charles C. Sung and Diana X. Sung
                      d/b/a Shanghai

Area:                 800 sq.ft.

Term:                 Three years, ending 10/31/98

Renewal Options:      One, four year option, ending 10/31/2002

Minimum Rental:       Initial Term
                      $2,500.02 or $6.25/sq.ft.    - Months 1-6, commencing
                                                     11/1/95
                      $2,700.00 or $6.75/sq.ft.    - Months 7-12, commencing 
                                                     5/1/95
                      $5,600.04 or $7.00/sq.ft.    - Year 2, commencing 
                                                     11/1/96
                      $5,800.08 or $7.25/sq.ft.    - Year 3, commencing 
                                                     11/1/97

                      Renewal Term
                      $6,000.00 or $7.50/sq.ft.    - Renewal Year 4, commencing 
                                                     11/1/98
                      $6,200.04 or $7.75/sq.ft.    - Renewal Year 5, commencing 
                                                     11/1/99
                      $6,400.08 or $8.00/sq.ft.    - Renewal Year 6, commencing 
                                                     11/1/2000
                      $6,600.00 or $8.25/sq.ft.    - Renewal Year 7, commencing 
                                                     11/1/2001

Percentage Rent:      None

Expense Contributions:

         C.A.M.       Tenant pays pro rata share, plus 15% override

         Tax          Tenant pays pro rata share

         Insurance    Tenant pays pro rata share

Utilities Paid By:    Tenant

Repairs by Landlord:  Roof and structural components

Repairs by Tenant:    Mechanical, electrical, plumbing, plate glass and interior

Parking:              None specified

Subletting:           Allowed with Landlord's consent

Subordination:        Lease is subordinate to any mortgage

Remarks:              Refundable security deposit $416.67.

                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:               Joyce Weathers
                      Arts "N" Hair and Nails

Area:                 800 sq.ft.

Term:                 Three years, ending 6/30/93

Renewal Options:      Various renewals, ending 12/31/96.  
                      Currently month-to-month.

Minimum Rental:       $7,600 or $9.50/sq.ft.         - Currently month-to-month.

Percentage Rent:      None

Expense Contributions:

         C.A.M.       Tenant pays pro rata share, plus 15% override

         Tax          Tenant pays pro rata share, plus 15% override

         Insurance    Tenant pays pro rata share, plus 15% override

         Remarks      Tenant pays a maximum of $1.12/sq.ft. for CAM and taxes.

Utilities Paid By:    Tenant

Repairs by Landlord:  Roof and structural components

Repairs by Tenant:    Mechanical, electrical, plumbing, plate glass and interior

Parking:              None specified

Subletting:           Allowed with Landlord's consent

Subordination:        Lease is subordinate to any mortgage

Remarks:              Merchant's Association participation required.

                                                       H. J. Porter & Associates
<PAGE>

                                        LEASE SYNOPSIS

Tenant:               Thrift Tax, Inc.
                      d/b/a H & R Block

Area:                 800 sq.ft.

Term:                 Two years and eight months, ending 4/30/94

Renewal Options:      Two, two year options, commencing 4/30/1994 and ending
                      4/30/98.

Minimum Rental:       $6,400  or $8.00/sq.ft.            - Years 1-2
                      $7,200  or $9.00/sq.ft.            - Renewal terms 1 and 2

Percentage Rent:      None

Expense Contributions:

         C.A.M.       Tenant pays pro rata share, plus 15% override

         Tax          Tenant pays pro rata share

         Insurance    Tenant pays pro rata share

Utilities Paid By:    Tenant

Repairs by Landlord:  Roof and structural components

Repairs by Tenant:    Mechanical, electrical, plumbing, plate glass and interior

Parking:              None specified

Subletting:           Allowed with Landlord's consent

Subordination:        Lease is subordinate to any mortgage

Remarks:              Tenant is required to advertise eight times per year.


                                                       H. J. Porter & Associates
<PAGE>

         Size Adjustment Factors for 14 Curves

ADJ   FACTORS:      65%    67.5%      70%    72.5%      75%    77.5%      80%
#     1           2.00     1.88     1.77     1.68     1.59     1.51     1.43
#     2           1.32     1.30     1.26     1.23     1.21     1.18     1.16
#     3           1.00     1.01     1.00     1.00     1.00     1.00     1.00
#     4           0.96     0.97     0.96     0.97     0.97     0.97     0.98
                  
ADJ   FACTORS:    82.5%      85%    87.5%      90%    92.5%      95%    97.5%
#     1           1.36     1.30     1.24     1.18     1.13     1.09     1.04
#     2           1.13     1.11     1.09     1.07     1.05     1.03     1.02
#     3           1.00     1.00     1.00     1.00     1.00     1.00     1.00
#     4           0.98     0.98     0.99     0.99     0.99     0.99     1.00
               
Analysis of 14 Size Adjustment Curves:

Mean of prices = 95366.5
Standard deviation of prices = 12559.01
Coefficient of variation = .1316921

Mean of prices adj'd w/65% curve = 121412.7
Std dev = 25741.95
Coeff of var = .2120203

Mean of prices adj'd w/67.5% curve = 119114.9
Std dev = 20850.45
Coeff of var = .1750449

Mean of prices adj'd w/ 70% curve = 115499.2
Std dev = 17303.85
Coeff of var = .1498179

Mean of prices adj'd w/72.5% curve = 113293.4
Std dev = 13685.28
Coeff of var = .120795

Mean of prices adj'd w/ 75% curve = 111060.3
Std dev = 10430.56
Coeff of var = 9.391803E-02

Mean of prices adj'd w/ 77.5% curve = 108791.2
Std dev = 7535.167
Coeff of var = 6.926268E-02

Mean of prices adj'd w/ 80% curve = 107014.3
Std dev = 4377.962
Coeff of var = 4.091008E-02

Mean of prices adj'd w/ 82.5% curve = 104941.7
Std dev = 2209.005
Coeff of var = 2.104984E-02

Mean of prices adj'd w/ 85% curve = 103298
Std dev = 1897.108
Coeff of var = .0183654

Mean of prices adj'd w/ 87.5% curve = 101914
Std dev = 3553.201
Coeff of var = .0348647
<PAGE>

Mean of prices adj'd W/ 90% curve = 100270.3
Std dev = 5685.804
Coeff of var = 670477E-02

Mean of prices adj'd w/92.5% curve = 98823.06
Std dev = 7520.204
Coeff of var = .609766E-02

Mean of prices adj'd w/95% curve = 97572.31
Std dev = 9021.957
Coeff of var = .246431E-02

Mean of prices adj'd w/97.5% curve = 96617.25
Std dev = 11043.66
Coeff of var = .1143032

RECAP OF SIZES & PRICES 

SALE#       SIZE                PRICE           FACTOR             ADJ PRICE  
                                                   
  1        33.9500           $ 78,590.00         1.30             $102,167.00 
  2        17.5000           $ 92,971.00         1.11             $103,197.81 
  3        11.2000           $106,005.00         1.00             $106,005.00 
  4        10.4000           $103,900.00         0.98             $101,822.00 

        11.1600        @ mean adj'd price       $103,297.95 =   $1,152,805.13 
                                                                              
        11.1600        @ median adj'd price     $102,682.41 =   $1,145,935.63 
<PAGE>

1.    COPIES, PUBLICATION, DISTRIBUTION, USE OF REPORT:

      Possession of this report or any copy thereof does not carry with the
      right of publication, nor may it be used for other than its intended use.
      The report may not be used for any purpose by any person or corporation
      other than the client or the party to whom it is addressed or copied
      without the written consent of the appraiser, and then only in its
      entirety.

      Neither all nor any part of the contents of this report shall be conveyed
      to the public through advertising, public relations efforts, news, sales,
      or other media, without the written consent and approval of the appraiser,
      nor may any reference be made in such a public communication to the
      Appraisal Institute or the MAI designation.

2.    CONFIDENTIALITY:

      The appraiser may not divulge the material (evaluation) contents of the
      report, analytical findings or conclusions, or give a copy of the report
      to anyone other than the client or his designee as specified in writing
      except as may be required by the Appraisal Institute as they may request
      in confidence for ethics enforcement, or by a court of law or body with
      the power of subpoena.

      This appraisal is to be used only in its entirety and no part is to be
      used without the whole report. All conclusions and opinion concerning the
      analysis are set forth in the report and were prepared by the Appraiser
      whose signature appears on the appraisal report, unless indicated as
      "Review Appraiser." No change of any item in the report shall be made by
      anyone other than the Appraiser and/or officer of the firm. The Appraiser
      and firm shall have no responsibility if any such unauthorized change is
      made.

3.    INFORMATION USED:

      No responsibility is assumed for accuracy of information furnished by or
      from others, the client, his designee, or public records. We are not
      liable for such information or the work of possible subcontractors. The
      comparable data relied upon in this report has been confirmed with one or
      more parties familiar with the transaction or from affidavit; all are
      considered appropriate for inclusion to the best of our factual judgement
      and knowledge.

                                                 H. J. Porter & Associates, Inc.
<PAGE>

ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

4.    TESTIMONY, CONSULTATION, COMPLETION OF CONTRACT FOR APPRAISAL SERVICES:

      The contract for appraisal, consultation or analytical service, are
      fulfilled and the total fee payable upon completion of the report. The
      appraiser or those assisting in the preparation of the report will not be
      asked or required to give testimony in court or hearing because of having
      made the appraisal, in full or in part, nor engage in post appraisal
      consultation with client or third parties except under separate and
      special arrangement and at additional fee.

5.    EXHIBITS:

      The sketches and maps in this report are included to assist the reader in
      visualizing the property and are not necessarily to scale. Various photos,
      if any, are included for the same purpose and are not intended to
      represent the property in other than actual status, as of the date of the
      photos. Site plans are not surveys unless shown from separate surveyor.

6.    LEGAL, ENGINEERING, FINANCIAL, STRUCTURAL, OR MECHANICAL NATURE HIDDEN
      COMPONENTS, SOIL:

      No responsibility is assumed for matters legal in character or nature, nor
      matters of survey, nor of any architectural, structural, mechanical, or
      engineering nature. No opinion is rendered as to the tide, which is
      presumed to be good and merchantable. The property is appraised as if free
      and clear, unless otherwise stated in particular parts of the report.

      The legal description is assumed to be correct as used in this report as
      furnished by the client, his designee, or as derived by the appraiser.

      The appraiser has inspected as far as possible, by observation, the land
      and the improvements thereon; however it was not possible to personally
      observe conditions beneath the soil or hidden structural, or other
      components. We have not critically inspected mechanical components within
      the improvements and no representations are made herein as to these
      matters unless specifically stated and considered in the report. The value
      estimate considers there being no such conditions that would cause a loss
      of value. The land or the soil of the area being appraised appears firm,
      however subsidence in the area is unknown. The appraiser does not warrant
      against this condition or occurrence of problems arising from soil
      conditions.

      The appraisal is based on there being no hidden, unapparent, or apparent
      conditions of the property site, subsoil, or responsibility is assumed for
      any such conditions or for any expertise or engineering to discover them.
      All mechanical components are

                                                 H. J. Porter & Associates, Inc.
<PAGE>

ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

      assumed to be in operable condition and status standard for properties of
      the subject type. Conditions of heating, cooling, ventilating, electrical
      and plumbing equipment is considered to be commensurate with the condition
      of the balance of the improvements unless otherwise stated. No judgement
      is made as to adequacy of insulation, type of insulation, or energy
      efficiency of the improvements or equipment.

7.    RELATING TO THE AMERICAN WITH DISABILITIES ACT:

      The Americans with Disabilities Act ("ADA") became effective January 26,
      1992. The appraisers have not made a specific compliance survey and
      analysis of this property to determine whether or not it is in conformity
      with the various detailed requirements of the ADA. It is possible that a
      compliance survey of the property together with a detailed analysis of the
      requirements of the ADA could reveal that the property is not in
      compliance with one or more of the requirements of the Act. If so, this
      fact could have a negative effect upon the value of the property. Since
      there is no direct evidence relating to this issue, possible
      non-compliance with the requirements of ADA in estimating the value of the
      property has not been considered.

8.    LEGALITY OF USE:

      The appraisal is based on the premise that, there is full compliance with
      all applicable federal, state and local environmental regulations and laws
      unless otherwise stated in the report; further that all applicable zoning,
      building, and use regulations and restrictions of all types have been
      complied with unless otherwise stated in the report; further that all
      applicable zoning, building, and use regulations and restrictions of all
      types have been complied with unless otherwise stated in the report;
      further, it is assumed that all required licenses, consents, permits, or
      other legislative or administrative authority, local, state, federal
      and/or private entity or organization have been or can be obtained or
      renewed for any use considered in the value estimate.

9.    COMPONENT VALUES:

      The distribution of the total valuation in this report between land and
      improvements applies only under the existing program of utilization. The
      separate valuations for land and building must not be used in conjunction
      with any other appraisal and are invalid if so used.

                                                 H. J. Porter & Associates. Inc.
<PAGE>

ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

10.   AUXILIARY AND RELATED STUDIES:

      No environmental or impact studies, special market study or analysis,
      highest and best use analysis study or feasibility study has been
      requested or made unless otherwise specified in an agreement for services
      or in the report. The appraiser reserves the unlimited right to alter,
      amend, revise or rescind any of the statements, findings, opinions,
      values, estimates, or conclusions upon any subsequent study or analysis or
      previous study or analysis subsequently becoming known to him.

11.   DOLLAR VALUES, PURCHASING POWER:

      The market value estimated, and the costs used, are as of the date of the
      estimate of value. All dollar amounts are based on the purchasing power
      and price of the dollar as of the date of the value estimate.

12.   INCLUSIONS:

      Furnishings and equipment of business operations except as specifically
      indicated and typically considered as a part of real estate, have been
      disregarded with only the real estate being considered in the value
      estimate unless otherwise stated.

13.   PROPOSED IMPROVEMENTS, CONDITIONED VALUE:

      Improvements proposed, if any, on or off-site, as well as any repairs
      required are considered, for purpose of this appraisal to be completed in
      good and workmanlike manner according to information submitted and/or
      considered by the appraiser. In cases of proposed construction, the
      appraisal is subject to change upon inspection of property after
      construction is completed. This estimate of market value is as of the date
      shown, as proposed, as if completed and operating at levels shown and
      projected.

14.   VALUE CHANGE, DYNAMIC MARKET, INFLUENCES:

      The estimated market value is subject to change with market changes over
      time; value is highly related to exposure, time, promotional effort, terms
      motivation, and conditions surrounding the offering. The value estimate
      considers the productivity and relative attractiveness of the property
      physically and economically in the marketplace. The "Estimate of Market
      Value "in the appraisal report is not based in whole or in part upon the
      race, color or national origin of the present owners or occupants of the
      properties in the vicinity of the property appraised.

      In cases of appraisals involving the capitalization of income benefits,
      the estimate of market value is a reflection of such benefits and
      appraiser `s interpretation of income and yields and other factors derived
      from general and specific market information.

                                                 H. J. Porter & Associates, Inc.
<PAGE>

ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

      Such estimates are as of the date of the estimate of value; they are thus
      subject to change if the market is naturally dynamic.

15.   MANAGEMENT OF THE PROPERTY:

      It is assumed that the property which is the subject of this report will
      be under prudent and competent ownership and management; neither
      inefficient nor super efficient.

16.   CONTINUING EDUCATION CURRENT:

      The Appraisal Institute conducts a voluntary program of continuing
      education for its designated members. MAIs and RMs who meet the minimum of
      this program are awarded periodic certification. I am currently certified
      under the Appraisal Institute Voluntary Continuing Education Program.

17.   FEE:

      The fee for this appraisal or study is for the service rendered and not
      for the time spent on the physical report.

18.   AUTHENTIC COPIES:

      The authentic copies of this report are signed in blue ink. Any copy that
      does not have an original signature is unauthorized and may have been
      altered.

19.   HAZARDOUS MATERIALS:

      Unless otherwise stated in this report, the appraiser signing this report
      has no knowledge concerning the presence or absence of urea-formaldehyde
      foam insulation or asbestos containing material in existing improvements;
      if such materials are present the value of the property may be adversely
      affected and reappraisal at additional cost necessary to estimate the
      effects of such material.

20.   Unless otherwise noted within the attached report, there are no items of
      FF&E included in the reported value. Any equipment included with the
      property in the value are only those items that are considered as an
      integral part of the realty, even though technically they could be legally
      considered as personalty.

21.   NOTE:

      ACCEPTANCE OF, AND/OR USE OF, THIS APPRAISAL REPORT CONSTITUTES ACCEPTANCE
      OF THE ABOVE CONDITIONS.

                                                 H. J. Porter & Associates, Inc.
<PAGE>

                           PROFESSIONAL QUALIFICATIONS

                                       OF

                              DAVID P. MULLINS, MAI

CURRENT STATUS

David P. Mullins is involved in the appraisal of and consulting with owners of
income producing real estate. He is the Managing Appraiser and a General Partner
of the Birmingham office of H. J. Porter & Associates with offices located at:

  H.J. Porter & Assoc., Inc.       H. J. Porter & Assoc. of Birmingham 
   631 Stage Road/PO Box 28        2000 Crestwood Boulevard, Suite 304  
      Auburn, AL 36831                     Birmingham, AL 35210             
       (334) 826-8682                         (205) 951-0019                

                        H. J. Porter & Assoc. of Montgomery
                             235 South Court Street
                              Montgomery, AL 36104
                                 (334) 262-8331

PROFESSIONAL AFFILIATIONS

Mr. Mullins is a member of the Appraisal Institute and holds the MAI Designation
(Certificate Number 11168). He is also a member of the International Right of
Way Association (Alabama Chapter Number 24).

PROFESSIONAL EDUCATION STATUS

Mr. Mullins is currently certified in Alabama as a Certified General Real
Property Appraiser (Certificate #G8). He has taken numerous courses and seminars
offered by the Appraisal Institute, Society of Real Estate Appraisers, and
International Right-of-Way Association.

HISTORICAL DATA

David P. Mullins is a graduate of Colorado State University with a Bachelors of
Science Degree in Agriculture Economics.

From 1983 to 1989 he worked with USDA/Farmers Home Administration. The first two
years he served as the Assistant County Supervisor in Centre, Alabama. He was
responsible for the Rural Housing Program which included appraising single
family residence. He also made farm real estate and operating loans which
included farm and ranch appraisals. In 1985 he moved to Dublin, Virginia as
County Supervisor. There he was responsible for the overall operation of the
field office where he supervised four employees. He completed appraisals of
single family housing loans and farm real estate loans. He also analyzed and
developed farm management plans for client borrowers. From 1987 to 1989 Mr.
Mullins worked in Richmond, Virginia as a Rural Housing Specialist. He provided
support and training to fifty field offices to administer the Rural Housing Loan
Program. He was the single family housing appraisal trainer, single family
housing review appraiser and multi-family housing appraiser.

From 1989 to 1991 Mr. Mullins was with the mortgage banking firm of Camp &
Company in Birmingham, Alabama. He served as the Head of the Appraisal and Loan
Submission Department for income property loans. He was responsible for
appraising investment grade

                                                       H. J. Porter & Associates
<PAGE>

PROFESSIONAL QUALIFICATIONS OF DAVID P. MULLINS. MAI

income producing real estate that included shopping centers, office buildings,
multi-family apartments, and distribution warehouses.

From 1991 to 1993 Mr. Muffins worked as an employee for the appraisal firm of
H.J. Porter & Associates, Inc., managing their Birmingham office. In 1994 he
became a general partner of the Birmingham office with the title of Managing
Appraiser and the responsibility of managing two staff appraisers and one
support staff employee.

Since being associated with H.J. Porter & Associates, a variety of appraisal
assignments have been performed including the appraisal of neighborhood,
community, and power shopping centers, motels, single and multi-tenant office
buildings, multi-family apartments, assisted living facilities, convenience
stores, office/warehouse, distribution warehouses, vacant commercial and
agricultural land, and subdivision analysis. Other appraisal assignments
performed for different government entities include appraisal of total and
partial acquisitions for the Alabama Department of Transportation, the City of
Birmingham, and the Birmingham Airport Authority.

In addition to government entities, important clients include:

AmSouth Bank
Arlington Properties
Bank of Tuscaloosa
Baptist Health Systems
Birmingham Baptist Medical Center
Brookwood Medical Center
CellularOne
Collateral Mortgage
Colonial Bank
Colonial Properties
Columbus Bank & Trust Company
Commercial Bank & Trust Co.
Compass Bank
Farmers National Bank
First American Bank
First Commercial Bank
First Georgia Bank
Great Northern Insured Annuity Corp.
Healthsouth
Jacksonville State University
NationsBank
Norfolk Southern Corporation
Regions Bank
Salvation Army
SouthTrust Bank
Southern Natural Gas
St. Clair Federal
State Farm Life Insurance Company
Washington Mortgage Financial Group


                                                       H. J. Porter & Associates
<PAGE>

                           PROFESSIONAL QUALIFICATIONS
                                       OF
                             L. HARRIS HOLLANS, JR.

CURRENT STATUS

L. Harris Hollans, Jr. is involved in the appraisal of and consulting with
owners of income producing real estate. He is currently an Associate Appraiser
with H.J. Porter & Associates, with offices located at:

   H.  J. Porter & Assoc., Inc.       H. J. Porter & Assoc. of Birmingham    
    631 Stage Road/PO Box 28          2000 Crestwood Boulevard, Suite 304
       Auburn, AL 36831                      Birmingham, AL 35210            
        (334) 826-8682                          (205) 951-0019               

                       H. J. Porter & Assoc. of Montgomery
                             235 South Court Street
                              Montgomery, AL 36104
                                 (334) 262-8331
                                           

PROFESSIONAL EDUCATION STATUS

Mr. Hollans is currently Certified in Alabama (Certificate #G00451) and Georgia
(Certificate #CG005699); and is a General Associate Member of the Appraisal
Institute (MA! Candidate). He has successfully completed various courses
necessary for state certification and professional designation. The course work
he has completed to date includes:

 6/96       Advanced Income Capitalization, Course 510; The Appraisal Institute;
            Houston, TX.

10/95       Basic Income Capitalization, Course 310; The Appraisal Institute;
            Tuscaloosa, AL.

 7/95       General Applications, Course 320; The Appraisal Institute; Chapel
            Hill, NC.

 1/95       Standards of Professional Practice, Course 420, Part B; The
            Appraisal Institute; Birmingham, AL.

 1/95       Standards of Professional Practice, Course 410, Part A (USPAP); The
            Appraisal Institute; Birmingham, AL.

12/93       Certified Residential Course, CA-1; American Real Estate Institute;
            Montgomery, AL

HISTORICAL DATA

L. Harris Hollans, Jr. is a member of the Class of 1991 at the Virginia Military
Institute where he studied Economics and Business from 1987 to 1991.
Additionally, He received a B.A. degree in Economics from Auburn University in
1991. Having been educated in the Mountain Brook School System, Mr. Hollans is a
1987 graduate of Mountain Brook High School.

Mr. Hollans joined H.J. Porter and Associates of Birmingham in October 1994,
having been previously employed in the residential appraisal field. He is
currently an Associate Appraiser, involved in the appraisal of income producing
real estate as well as conducting market, feasibility, and impact studies.
Valuation assignments have included the appraisal of apartments, shopping
centers, office buildings, industrial facilities, motels, rural land, right of
way, and telecommunications sites.

                                                       H. J. Porter & Associates
<PAGE>

                                State of Alabama


                                     [SEAL]


                            This is to certify that



                              Lester H Hollans, Jr.

               having given satisfactory evidence of the necessary
           qualifications required by the laws of the State of Alabama
                is licensed to transact business in Alabama as a

                    Certified General Real Property Appraiser

                   With all rights, privileges and obligations
                              appurtenant thereto.




LICENSE NUMBER: G00451                       /s/ [Illegible] Executive Director
EXPIRATION DATE: 9/30/99                    ALABAMA REAL ESTATE APPRAISERS BOARD
<PAGE>

                                State of Alabama


                                     [SEAL]


                             This is to certify that

                                DAVID P. MULLINS

               having given satisfactory evidence of the necessary
           qualifications required by the laws of the State of Alabama
                is licensed to transact business in Alabama as a

                    CERTIFIED GENERAL REAL PROPERTY APPRAISER

                 With all the rights, privileges and obligations
                              appurtenant thereto.



LICENSE NUMBER: G00008                       /s/ [Illegible] Executive Director
EXPIRATION DATE: Sept. 30, 1999            ALABAMA REAL ESTATE APPRAISERS BOARD



                        COMPLETE ANALYSIS/SELF-CONTAINED
                                APPRAISAL REPORT

                                       OF

                               CLANTON MARKETPLACE
                          U.S. HIGHWAY 31/OLLIE AVENUE

                                CLANTON, ALABAMA
                                    (M97-375)


================================================================================

                            H.J. Porter & Associates
                                       of Montgomery

================================================================================
<PAGE>

                        COMPLETE ANALYSIS/SELF-CONTAINED
                                APPRAISAL REPORT

                                       OF

                               CLANTON MARKETPLACE
                          U.S. HIGHWAY 31/OLLIE AVENUE
                                CLANTON, ALABAMA
                                    (M97-375)


                                       FOR


                                MR. LARRY MILLER
                                  MERRILL LYNCH
                      WORLD FINANCIAL CENTER - NORTH TOWER
                            NEW YORK, NEW YORK 10281

                                      AS OF

                       AUGUST 15, 1998 - PROSPECTIVE VALUE

                                       BY

                        HOWARD J. PORTER, JR., MAI, CCIM
                        PHILIP J. MINOR, SENIOR ASSOCIATE
                     H. J. PORTER & ASSOCIATES OF MONTGOMERY
                             235 SOUTH COURT STREET
                            MONTGOMERY, ALABAMA 36104
<PAGE>

                    [Letterhead of H.J. Porter & Associates]

                                               August 26, 1997

Mr. Larry Miller
Merrill Lynch
World Financial Center - North Tower
New York, New York 10281

                    RE:  Clanton Marketplace 
                         U.S. Highway 31/Ollie Avenue
                         Clanton, Alabama (M97-375)

Dear Mr. Miller:

At your request the below signed Associate has made an inspection and we have
completed an appraisal of the above-referenced property. The purpose of the
appraisal was to estimate the market value of the leased fee interest in the
subject property, one of fifteen shopping centers to be included in a portfolio
of retail shopping centers that will be cross collateralized, under a single
management and subject to stringent release provisions. As such, the estimated
value of the subject property is subject to the above conditions. A definition
of market value and a description of the subject property are found in the
appraisal report.

In arriving at a market value for the property, consideration was given to the
Cost, Income and Sales Comparison Approaches to Value. An analysis of the local
market was made in regard to the subject's competitive position, comparable data
and economic viability. The property was valued as of August 15, 1998, the
prospective date of completion/occupancy of the proposed addition to the Winn
Dixie Grocery Store. Attention is directed to the special assumption and
limiting condition on Page 1 of the appraisal.

Based on our investigation of the subject property and its economic environment,
we are of the opinion that the subject's leased fee interest will have a
prospective market value as of August 15, 1998 of:

                FIVE MILLION ONE HUNDRED NINETY THOUSAND DOLLARS
                                  ($5,190,000)

                Divided as:             Land:             $   295,000
                                        Improvements:     $ 4,895,000
<PAGE>

Mr. Larry Miller
26 August 1997
  - Page 2 -


This complete analysis/self-contained appraisal report, which has been prepared
in accordance with the Uniform Standards of Professional Appraisal Practice,
without departure, is submitted in support of these conclusions.

                                   Yours very truly,

/s/ Howard J. Porter, Jr.                /s/ Philip J. Minor

Howard J. Porter, Jr., MAI, CCIM         Philip J. Minor, Associate Appraiser
Certified General Real                   Certified General Real
Property Appraiser                       Property Appraiser
Alabama Certificate #G51                 Alabama Certificate #G152
<PAGE>

                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS

Property Identification:            Clanton Marketplace
                                    U.S. Highway 31/Ollie Avenue
                                    Clanton, Alabama 35045

Date of Value:                      "At Completion" - August 15, 1998

Property Type:                      Multi-Tenant Retail

Site Data:                          6.04 acres or 263,12 square feet

Improvement Data:                   Winn Dixie:         45,500 square feet (NLA)
                                    Harco Drug:          8,450 square feet
                                    Shop Space:         11,300 square feet

Property Ownership:                 The property is currently under the 
                                    ownership of Clanton Partners, Ltd.

Zoning:                             B-2, General Business District

Highest And Best Use
As If Vacant:                       Retail

Highest And Best Use
As Improved:                        Retail

Value Indications:

                                    Site Value:                   $  295,000

                                    Cost Approach:                $4,800,000
                                    Income Approach:              $5,190,000
                                    Sales Comparison Approach:    $4,960,000

                                    Market Value:                 $5,190,000


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                TABLE OF CONTENTS

Scope Of The Assignment......................................................1
Intended Use Of The Appraisal................................................1
Type Of Appraisal/Method Of Reporting........................................2
Dates Of Value Estimate......................................................2
Property Location............................................................2
Property Ownership/History...................................................2
Zoning/Public Utilities......................................................2
Ad Valorem Tax Analysis......................................................3
Legal Description/Land Size..................................................3
Environmental Considerations.................................................5
Marketing Time...............................................................5
Exposure Time................................................................5
Purpose Of Appraisal/Definintion Of Market Value.............................5
Rights Appraised.............................................................6
Area Analysis - Clanton/Chilton County, Alabama..............................7
Neighborhood Analysis.......................................................12
Site Analysis...............................................................15
Description Of Proposed Improvements........................................16
Highest And Best Use........................................................17
The Appraisal Process.......................................................19
Land Value - Direct Comparison..............................................22
Cost Approach To Value......................................................29
Sales Comparison Approach...................................................50
Reconciliation And Final Value Estimate.....................................61
Certification...............................................................62

EXHIBITS

Site Location...................................................Facing Page  2
Area Map........................................................Facing Page  7
Site Plan.......................................................Facing Page 15
Subject Photos..................................................Facing Page 16
Land Sales Map..................................................Facing Page 27
Comparable Rentals Map..........................................Facing Page 35
Explanatory Notes...............................................Facing Page 49
Comparable Sales Map............................................Facing Page 59

REAR EXHIBITS

Assumptions and Limiting Conditions
Appraiser's Qualifications
Appraiser's Certification
<PAGE>

                                                                               1


SPECIAL ASSUMPTION AND LIMITING CONDITION

The subject property is appraised "At Completion/Occupancy" assuming completion
of a proposed addition to the existing Winn Dixie grocery store. Should this
addition not be made, or should the lease agreement for the expanded space
differ from the "proposed" lease summarized in the appraisal, the appraiser's
specifically reserve the right to alter the value estimate indicated.

SCOPE OF THE ASSIGNMENT

The subject property, a neighborhood shopping center, is one of fifteen shopping
centers to be included in a portfolio of retail shopping units that will be
cross collateralized, under single management and subject to stringent release
provisions.

The scope of the assignment includes undertaking the three recognized approaches
to value with consideration given to the current status of the retail market in
Clanton, Alabama.

In the Cost Approach, local Realtors(R) and Appraisers were contacted and a
search of public records was made to locate comparable land sales used to value
the subject site. A detailed inspection of the property was made on August 22,
1997. Cost calculations were taken from the Marshall Valuation Service, a
recognized national cost service indexed to the Clanton, Alabama market.

In the Income Approach to Value, a survey of local retail market conditions was
made by interviews with local leasing and management agents to determine if the
contract rents for the local tenant shop space was competitive and market
oriented. Expense comparables were studied to estimate appropriate expense
deductions. The resulting net operating income was capitalized into a value
estimate with in overall capitalization rate. The comparable improved sales
found in the Market Approach sold on direct capitalization of stabilized net
operating income rather than discounted cash flow analysis. The overall
capitalization rate was derived from market sales, built-up rates using current
market rates for debt and equity and from published investor surveys.

In the Sales Comparison Approach, Realtors(R), appraisers and mortgage lenders
were interviewed to locate sales of comparable improved properties. The sales
located were compared to the subject with adjustments made for items of
difference. The three approaches to value were reconciled to provide a value
estimate for the property.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                               [GRAPHIC OMITTED]

                                 Site Location
<PAGE>

                                                                               2


INTENDED USE OF THE APPRAISAL

This appraisal has been requested to function as an underwriting guide for
mortgage loan purposes and for use in securitization of mortgages . Accordingly,
it may be provided by Merrill Lynch and Co. to potential investors in a
securitization or other sale of mortgage loans

TYPE OF APPRAISAL/METHOD OF REPORTING

In accordance with the Uniform Standards of Professional Appraisal Practice, the
appraisers have performed a "Complete" appraisal according to Standard Rule 1
and the communication to the client is a "Self-Contained Appraisal Report" in
accordance with Standard Rule 2 -2(a).

DATES OF VALUE ESTIMATE

The subject property was valued "As Is" as of the date of inspection (August 22,
1997) by the Associate Appraiser. The data used in writing this report was
gathered and/or updated in the period from August 21, 1997 to August 26, 1997.
The date of this report is August 26, 1997.

PROPERTY LOCATION

The subject property is located on the northeast corner of Ollie Avenue and U.S.
Highway 231 in the central portion of Clanton, Alabama. The property can be
located by street address as:

                               Clanton Marketplace
                          U.S. Highway 231/Ollie Avenue
                             Clanton, Alabama 35045

PROPERTY OWNERSHIP/HISTORY

The property is currently under the ownership of Clanton Partners, Ltd. and has
been in excess of 3 years.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                                                               3


ZONING/PUBLIC UTILITIES

The subject property is zoned B-2, General Business District by the City of
Clanton. This zoning is designed to encourage development of commercial
facilities. Shopping centers are an allowed use under this zoning as are most
other commercial land uses. Maximum building height is 45 feet and three
stories. Setback requirements are as follows: rear yard - 25 feet, front yard -
25 feet. The subject, as improved, appears to comply with current zoning.

The subject site has access to all public utilities including water, sewer,
electricity, gas, cable television, and telephone. Municipal services such as
police and fire protection are provided for by the City of Clanton.

AD VALOREM TAX ANALYSIS

The subject parcel is under the taxing authority of the Chilton County Tax
Assessors Office and can be found on the tax rolls as:

Assessed To:            Clanton Partners, Ltd.
                        P.O. Box 176
                        725 East Main Street
                        Prattville, AL 36067

Parcel I. D.:           14-11-07-35-1-001-006.000

Annual Tax:             $17,787.60

The tax rate in Chilton County for property like the subject is $4.00 per $100
of assessed value with an assessment ratio of 20% of appraised value. To
determine the reasonableness of the subject's current liability, the following
comparables were employed.

       ===============================================================
       Name          Yr Blt   Size (Sq.Ft.)  Tax Liability  Per Sq.Ft.
       ----          ------   -------------  -------------  ----------
       Subject         1993          57,150     $17,787.60       $0.31
       Food Fair S.C.  1983          48,262     $12,478.00       $0.26
       Chilton Mart    1965          65,546     $10,834.00       $0.17
       Village Square  1989          11,875     $ 3,227.60       $0.27
       Cato S.C.       1996          12,560     $ 4,085.20       $0.33
       ===============================================================

Based on the comparables, the subject's current liability is concluded as
reasonable..


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                                                               4


LEGAL DESCRIPTION/LAND SIZE

The subject is legally described according to a metes and bounds description
found in the "As Built" survey of the property prepared by Sanford, Bell and
Associates, Inc. dated March 16, 1993 as:

      Commence at the northeast corner of Section 35, Township 22 North, Range
      14 East, Chilton County, Alabama; thence South 01(Degree)42'57" West a
      distance of 309.93 feet to a concrete monument being the point of
      beginning of the following described property: From the point of
      beginning; thence South 01(Degree) 42' 30" West a distance of 431.31 feet
      to a concrete monument; thence South 01(Degree)42'30" west a distance of
      70.00 feet to a nail in asphalt lying on the north right-of-way like of
      Ollie Avenue; thence continue along the north right-of-way line of Ollie
      Avenue South 61(Degree)42'30" west a distance of 44.16 feet to an iron
      pin; thence continue along said right-of-way line South 89(Degree)59'10"
      West a distance of 456.16 feet to an iron pin where the north right-of-way
      line of Ollie Avenue intersects the east right-of-way line of U.S. Highway
      31 thence along said east right-of-way line of U.S. Highway 31 (having a
      radius of 1,959.86 feet, a chord bearing of North 18(Degree)43'08" west
      and a chord distance of 325.66 feet) and arc distance of 326.04 feet to a
      point of intersection with the south right-of-way line of Yellow Leaf
      Road; thence along said right-of-way of Yellow Leaf Road North
      72(Degree)24'47" East a distance of 91.01 feet to an "x" mark in the
      concrete flume; thence North 14(Degree)13'13" west a distance of 12.19
      feet to an "x" mark in the concrete flume; thence leaving said
      right-of-way line North 90(Degree)00'00" East a distance of 61.94 feet to
      an iron pin; thence North 73(Degree)59'10" East a distance of 50.98 feet
      to an iron pin; thence North 00(Degree)32'49" West a distance of 160.22
      feet to an iron pin; thence North 89(Degree)59'10" East a distance of
      421.33 feet to the point of beginning; said property lying in the
      Northeast 1/4 of Section 35, Township 22, North, Range 14, East, Chilton
      County, Alabama situated in he City of Clanton and containing 6.04 acres,
      more or less.

According to this description, the site has 326.04 feet of frontage on U.S.
Highway 31, 500.32 feet of frontage on Ollie Avenue, 91.01 feet of frontage on
Yellowleaf Road and contains 6.04 acres. As indicated previously, the subject
property is one of fifteen shopping centers to be included in a portfolio of
retail shopping centers that will be cross collateralized, under single
management, and subject to stringent release provisions. The shopping centers
included in the portfolio are listed as follows:

     =======================================================================
     Greenbriar Station Shopping Center    Parker Shopping Center
     Anniston, AL                          Parker, FL
     Clanton Marketplace                   The "Y" Shopping Center
     Clanton, AL                           Panama City Beach, FL
     Betts Crossing Shopping center        Mandeville Marketplace
     Opelika, AL                           Mandeville, LA
     Opp Marketplace                       Brownsville Place Shopping Center
     Opp, AL                               Brownsville, TN
     Russell Crossing Shopping Center      Chicot Crossing Shopping Center
     Phenix City, AL                       Pascagoula, MS
     29 North Shopping Center              Delchamps Plaza
     Cantonment, FL                        Long Beach, MS
     Nine Mile Plaza Shopping Center       One Main Place
     Pensacola, FL                         Moss Point, MS
     =======================================================================


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                                                               7


ENVIRONMENTAL CONSIDERATIONS

A Phase I Environmental Assessment prepared by Sanford, Bell and Associates,
inc. dated November 6, 1991 was provided to the appraisers. This report
recommended a more detailed analysis (Phase II). The appraisers were not
provided a copy of a Phase II report and are not aware if such a report has been
made.

The appraisers are not qualified as an environmental engineers and as such have
not made an environmental site assessment or an environmental examination of the
subject improvements.

The market value estimates contained herein assume that there is no
contamination present. However, the appraisers specifically reserve the right to
revise this appraisal should the results of any such examination indicated the
location of hazardous material on or about the subject property.

MARKETING TIME

It is our opinion that the appropriate estimated marketing time for the subject
property, if offered for sale at the values communicated herein, is
approximately 12 months or less. This marketing period assumes competent sales
and marketing efforts, the property is maintained in a marketable condition, and
that the property is sold for "market value" as defined herein. The estimated
marketing period is based upon sales of similar properties and discussions with
local brokers and agents and published marketing times of properties purchased
and sold by institutional investors.

EXPOSURE TIME

It is our opinion that the appropriate exposure time for the subject property is
12 months or less. This estimate is based on published exposure times of
properties purchased and sold by institutional investors.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                                                               6


PURPOSE OF APPRAISAL/DEFININTION OF MARKET VALUE

This appraisal is made for the purpose of estimating the market value of the
subject property. This value estimate is of the leased fee unencumbered title,
subject only to easements and restrictions of public record.

Market Value is defined by the Appraisal Standards Board of the Appraisal
Foundation in the Glossary to the Uniform Standards of Professional Appraisal
Practice as:

The most probable price which a property should bring in a competitive and open
market under all conditions requisite to a fair sale, the buyer and seller, each
acting prudently and knowledgeably, and assuming the price is not affected by
undue stimulus. Implicit in this definition is the consummation of a sale as of
a specified date and the passing of title from seller to buyer under conditions
whereby:

*     Buyer and seller are typically motivated;

*     Both parties are well informed or well advised, and acting in what they
      consider their own best interest;

*     A reasonable time is allowed for exposure in the open market;

*     Payment is made in terms of cash in U. S. Dollars or in terms of financial
      arrangements comparable thereto; and

*     The price represents the normal consideration for the property sold
      unaffected by special or creative financing or sales concessions granted
      by anyone associated with the sale.

RIGHTS APPRAISED

The ownership interest in the subject property appraised is the "leased fee"
subject to easement of record. The Dictionary of Real Estate Appraisal, 3rd

Edition, Page 204, defines Leased Fee Estate as,

"An ownership interest held by a landlord with the rights of use and occupancy
conveyed by lease to others. The rights of lessor (the leased fee owner) and the
leased fee are specified by contract terms contained within the lease."


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                               [GRAPHIC OMITTED]

                                    Area Map
<PAGE>

                                                                               7


AREA ANALYSIS - CLANTON/CHILTON COUNTY, ALABAMA

The subject's geographical location is within the City of Clanton and the
surrounding communities in Chilton County, Alabama.

The four basic factors which should be considered in analyzing an area are:

(1)   Physical and Locational Factors;
(2)   Economic and Financial Factors;
(3)   Political and Governmental Factors; and
(4)   Sociological Factors

Physical and Locational Factors

Chilton County is located in approximately the geographic center of the State of
Alabama. Its eastern boundary is formed by the Coosa River and Lake Mitchell.
Its northern, southern, and western boundaries are the political boundaries of
the neighboring counties of Shelby, Bibb, Perry, and Autauga Counties. The City
of Clanton, the county seat, is located in the east/central portion of the
county and is its largest incorporated city. [as noted on the county map of
Alabama on the adjoining page].

                      =====================================
                      Distance To:
                      ------------
                      Atlanta, Georgia      West 164 miles
                      Birmingham, Alabama   North 51 miles
                      Montgomery, Alabama   South 39 miles
                      Huntsville, Alabama   North 152 miles
                      =====================================

Chilton County is comprised of approximately 600 square miles, with
approximately 18 square miles comprising the incorporated city limits of
Clanton. Other incorporated towns located within Chilton County include Jamison,
Thornsby, and Mapleville.

The eastern half of Chilton County is located on the Piedmont Plateau and the
western portion is located on the Upper Coastal Plain, the topography in the
area ranges from nearly level to gently rolling. Soils in these ranges are
predominantly well drained, deep acid loam type soils with some sandy loam type
soils present in places. Ranging in altitude from 500 to 700 feet above sea
level, the climate is temperate with a mean annual temperature of 63 degrees,
with a mean temperature in January of 34.3 degrees and 79.7 degrees in July.
Average annual rainfall is 51 inches.

The main locational advantage of Chilton County is its access to Interstate
Highway 65. There are four access points on this limited access roadway within
the county. These include from south to north, Verbena (Exit 200), U. S. Highway
31 (Exit 208), Lake Mitchell Road (Exit 212), and the Thorsby/Union Grove Exit
(Exit 219). Major development is centered around Exit 208.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

AREA ANALYSIS - CLANTON/CHILTON COUNTY, ALABAMA - (CONT'D)                     8


Physical and Locational Factors - (Continued)

However, as available vacant land for development has diminished, development
efforts have begun to shift to the exits to the north. Exit 219 is unique in
that it boasts a new water tower shaped and painted to resemble a peach,
honoring the largest agricultural crop in the county.

Economic and Financial Factors

Population figures for the area as follows:

      ====================================================================
          Area           1970 Population  1980 Population  1990 Population
          ----           ---------------  ---------------  ---------------
      Chilton County          25,180           30,612           32,455
      City of Clanton          5,868            5,832            7,669
      City of Jemison          1,423            1,810            1,890
      City of Thorsby            944            1,416            1,580
      City of Mapleville         704              755              719
      ====================================================================

The overall population increase has been at a healthy, but orderly pace. The
population of the City of Clanton decreased approximately 1% between 1970 and
1980 but renewed its growth between 1980 and 1990. All other areas of the county
have seen growth in population during the past thirty years. Future growth is
projected to continue near the same pace.

The economy of Chilton County is relatively diverse given its relatively rural
nature. Major economic activity is centered around timber production, textiles,
agriculture, and manufacturing.

Forest land covers approximately 75% of the land area in Chilton County and
provides approximately 46% of all the non-farm payroll. There are over 35
wood-related companies operating in the county employing approximately 750
persons. These range from two large paper mills to several pulpwood contractors
and wood products manufacturers. Other income from the forests comes from leases
for hunting and fishing rights.

There are several large textile manufacturing plants in the Jemison and Clanton
areas that employ approximately 820 persons. Once one of the mainstay industries
in the area, like many rural and semi-rural textile operations, recent
legislation has adversely affected this area of the economy in Chilton County as
more and more textile manufacturing jobs are being sent overseas seeking lower
labor costs.

There are over 700 farms covering nearly 6,000 areas in Chilton County that
produce over $15 million of produce each year. The county is know for, and the
home of, the largest peach growing area in the State of Alabama. Annually,
Chilton County produces between 70 and 80% of the peach crop of the state
providing an annual income of between $6 and 8 million. Other crops include
cotton, corn, and soybeans.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

AREA ANALYSIS - CLANTON/CHILTON COUNTY, ALABAMA - (CONT'D)                     9


Economic and Financial Factors - (Continued)

There are five industrial parks in or near Clanton containing a total of
approximately 219 acres. According to the Chilton County Industrial Development
Board, there has been an estimated $2.6 million in new industrial growth or
expansion between 1994 and 1996 in the county. Clanton has two new industries
added in 1992 and Bama Truck Brokers, Inc. expanded to their new corporate
headquarters in the Chilton Industrial Park which contains a day-care center for
the children of their employees.

The largest employers in the area are:

                  =============================================
                              Name                   Employment
                  Bama Truck Brokers, Inc.            375 - 420
                  Gulf States Paper Company           151 - 200
                  International Paper Company         101 - 150
                  Camptown Togs                       201 - 250
                  Safeguard America, Inc.             151 - 200
                  Fitness Equipment Co., Inc.           51 - 75
                  Wayne Industries, Inc.                51 - 75
                  Chilton County Basket Works, Co.      31 - 40
                  Sumrall's Seats, Inc.                 31 - 40
                  Classic Chair Co., Inc.               21 - 30
                  Specialty Wood Products               21 - 30
                  A & D Building Systems, Inc.          16 - 20
                  Custom Automated  Machinery, Co.      31 - 40
                  ---------------------------------------------
                  Source: Chilton County Chamber of Commerce
                  ==============================================

The table on the following page indicates the retail sales volume (in $000) for
the county.

                    =========================================
                      Year  Retail Sales   Year  Retail Sales
                      ----  ------------   ----  ------------
                      1981        82,409   1986       122,279
                      1982        93,120   1987       142,720
                      1983       102,740   1988       144,940
                      1984       112,046   1989       149,326
                      1985       117,150   1990       157,778
                    =========================================

As in many rural and semi-rural counties, the downtown areas in Chilton County
are the primary retail shopping districts. This trend is beginning to change in
the City of Clanton as the retail focus of the community is slowly shifting from
the downtown area southeastward along U. S. Highway 31 to Interstate 65. As
evidence, a new Winn Dixie Marketplace has been developed to the southwest of
the downtown area in recent years and a new 100,000 + square foot WalMart Super
Store open for business on the south side of U. S. Highway 31 approximately 2
miles from


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

AREA ANALYSIS - CLANTON/CHILTON COUNTY, ALABAMA - (CONT'D)                    10


Economic and Financial Factors - (Continued)

downtown and approximately miles west of the interstate. Overall, the retail
base of the county appears to be solid and growing at a reasonable rate.

Another retail trend occurring in the Clanton area is the continuing
congregation of mobile home retailers. As of the date of appraisal this
congregation is taking place mainly in the northeast and southeast quadrants of
Exit 208 (U. S. Highway 31) of Interstate 65. To date there are four dealers
currently operating in the area with several considering sites in that area. An
additional mobile home retailer is currently preparing a site for another mobile
home retail site at Exit 212 (Lake Mitchell Road) of Interstate 65. According to
the Alabama Association of Manufactures Housing Dealers who monitor sales
statistics in the State of Alabama, approximately 60% of all the mobile homes
sold in the State of Alabama are sold within a 20 mile radius of Clanton. There
are two main reasons cited for this statistic. One is that like car dealership,
the number of different mobile home dealers attracts more potential buyers to
the market to shop for mobile homes. The other is the central location of the
area between Montgomery and Birmingham and its immediate access to the
interstate system. Conversations with several real estate brokers offering
property in the area indicate that this trend is anticipated to continue.

Political and Governmental Factors

The City of Clanton and the other incorporated cities in Chilton County are
effectively governed under the Mayor-Council form of government. The
unincorporated areas of the county are governed by a collection of county
commissioners. The City of Clanton has a relatively active planning and zoning
department. The other incorporated cities have loosely fashioned zoning
regulations in place. Unincorporated areas within the county are not subject to
any local zoning jurisdiction.

Millage rates for Chilton County and the City of Clanton are as follows per
$1,000 of assessed valuation.

                      =====================================
                                  Inside City  Outside City
                                  -----------  ------------
                            City       $ 7.00        $ 0.00
                          County        26.50         26.50
                      Rural Fire         0.00          2.50
                           State         6.50          6.50
                                       ------        ------
                           Total       $40.00        $35.50
                      =====================================

There are 24 full-time law enforcement personnel and 12 patrol cars divided
between the incorporated cities and the county sheriff's department. There are
20 volunteer fire department personnel with 3 trucks and 1 van for fire
protection. The City of Clanton has a fire insurance rating of Class 6.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

AREA ANALYSIS - CLANTON/CHILTON COUNTY, ALABAMA - (CONT'D)                    11


Sociological Factors

The Chilton County Board of Education maintains eight schools and one technical
and vocational center. In addition to the publicly funded primary educational
system, several privately run religious and secularly based primary schools are
located within Chilton County.

Higher education is available at the Clanton Extension of Wallace Community
College - Selma where students can earn up to 100 credit hours of transferable
credits. Montevallo University, located approximately 24 miles north of Clanton
in Shelby County, is a four-year institution offering both undergraduate and
undergraduate degrees in several schools. A variety of major four-year
institutions are located to the north in Birmingham, to the south in Montgomery,
and to the northwest in Tuscaloosa.

Clanton has 1 skating rink, 1 YMCA, 2 swimming pools, 6 tennis courts, 1 golf
course, 1 country club, 7 ball fields, and 3 parks.

Lay Lake is located 10 miles east of Exit 212 of Interstate 65 and Mitchell Lake
is located approximately 8 miles east of Exit 208 of Interstate 65. These two
large lakes provide all types of water sports, and several large professional
fishing tournaments have been established on both lakes in recent years.
Mitchell Lake is included in a 50,000 acre Wildlife Management Area which also
provides hunting opportunities. Over 75% of Chilton County in natural forest or
plated timberland. Hunting for all big game and most small game species
contained within the State of Alabama are considered to be good, mostly on
privately held land leases.

Conclusion

In summary, Chilton County and the City of Clanton, its county seat, are located
in the approximate geographic center of the State of Alabama. The location of
the area is further enhanced by its access to Interstate Highway 65. From a base
located in Clanton, taking advantage of Interstate 65 the area is not only
accessible to the two major employment centers to the north, Birmingham, and the
south, Montgomery, but the connections to other interstate highways in those
areas. This characteristic has been the driving force behind the expansion of
the mobile home retailers who have come into the area in the past 2 to 3 years.
This trend, along with other stabile fundamental economic factors, are expected
to continue into the foreseeable future, making the area a viable place for
continued real estate investment.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                                                              12


NEIGHBORHOOD ANALYSIS

The term neighborhood is defined in "The Appraisal of Real Estate" 10th Ed. at
page 172 as "a group of complementary land uses." The four basic which must be
considered in analyzing a neighborhood or district, as in an area analysis are:

1)    Physical and Locational Factors;
2)    Economic and Financial Factors;
3)    Political and Governmental Factors; and
4)    Sociological Factors

Each of these factors is discussed briefly with conclusions as to their effect
on the subject property.

Physical and Locational Factors

The boundaries of the subject neighborhood include all of the city limits of and
the immediate area around the City of Clanton, Alabama. Clanton is a typical
rural Alabama community. It is centrally located between Birmingham (47 miles)
and Montgomery (38 miles). Convenient access to Interstate Highway 65 makes
Clanton a "bedroom" community from employment in the larger metropolitan areas.
More that 50% of the civilian labor force works outside of the county, most
likely in the larger metropolitan areas of Montgomery and Birmingham. The
central business area of Clanton is located along U.S. Highway 31.

The topography of the community is generally level to gently rolling with some
areas along existing creeks prone to flooding. This has not had a negative
impact on development. The major streets, where the subject property is located,
are U.S. Highway 31 and Ollie Avenue. Both of these streets front the subject
property. At the subject property, U.S. Highway 31 is a two-lane road connecting
U.S. Highway 31 to State Highway 145. State Highway 145 provides immediate
access to Intestate 65. There are no street lights in close proximity to the
subject as the traffic count does not warrant such lights.

All utilities are available to the subject and the subject's immediate area.
Electric power is provided by Alabama Power Company and natural gas by Alabama
Gas Corporation. Water, sewage and garbage collection are provided by the City
of Clanton. Water is obtained from Lake Mitchell and treated by a 3 MGD facility
currently operating at 60% capacity. A large majority of the city is served by
the Sewer and Sanitary Collection System. All major interceptors and the old
treatment facility were replaced in 1986 with a new sewer and a modern 2.2 MGD
waster-water treatment facility. There is ample capacity for new development.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                                                              13


NEIGHBORHOOD ANALYSIS - (CONTINUED)

Economic and Financial Factors

Retail development includes the older stores in the downtown area, with many
having been renovated, and neighborhood shopping centers, ranging in age from
new to 30 years.

Overall occupancy in the downtown stores and the shopping centers is considered
to be excellent. The competing shopping centers including size, rent per square
foot and occupancy are highlighted as follows:

================================================================================
      NAME            SIZE/SF       YEAR BUILT       RENT/SF       OCCUPANCY
      ----            -------       ----------       -------       ---------
    Food Fair         45,262           1983           $8.00          99.00%
  Chilton Mart        65,446           1965           $5.50          90.00%
 Village Square       11,875           1989           $6.00         100.00%
Shoe World Center     58,602           1965           $5.50         100.00%
Bard Western Store    10,000           u/c           $11.00          80.00%
Cato Shopping Center  12,560           1996          $11.00         100.00%
================================================================================

Chilton  Mart has  approximately  15,480 sq. ft. of vacant shop space which is
located in an interior  mini-mall  area.  This space was previously a Howard's
discount  Brand Store which was  converted to the  mini-mall.  Leasing of this
space has not been successful.

In addition to the shopping centers in Clanton, there is a free-standing
Wal-Mart store which has been very successful.

Political and Governmental Factors

Clanton is the County Seat of Chilton County. It was incorporated in 1887 and is
governed by an elected five-member council and mayor, who also serves as
administrator for the city. The city is very much pro-development and works with
local and area developers.

Sociological Factors

There are many civic and cultural clubs providing opportunities for recreation
and community service. These include Kiwanis, Lions, Junior Chamber of Commerce,
Exchange Club, Masonic Lodge, American Legion, Pilot Club, Boy and Girl Scouts
and several others.

Health care is adequate with primary care being provided for by Baptist Medical
Center Chilton. It has 60 beds, 27 registered nurses and 11 doctors. There are
also 4 dentists in the area, and 2 nursing homes which have 111 patient beds.
There are 4 public schools and 1 private, church related school in Clanton.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

AREA ANALYSIS - CLANTON/CHILTON COUNTY, ALABAMA - (CONT'D)                    14


Conclusions

Clanton is a fairly typical rural Alabama community which is centrally located
between Birmingham and Montgomery. Convenient access to Interstate Highway 65
makes it an ideal location for a "bedroom" community. This is evident in the
percentage of civilian labor force employed in the larger metropolitan areas.
Clanton has steadily increased in physical size and population. Overall, these
factors indicate a good demand and support for the subject property.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                               [GRAPHIC OMITTED]

                                   Site Plan
<PAGE>

AREA ANALYSIS - CLANTON/CHILTON COUNTY, ALABAMA - (CONT'D)                    15


SITE ANALYSIS

The subject site, contains 6.04 acres in an irregularly shaped parcel. The
shopping center faces Ollie Avenue and has limited visible exposure to U.S.
Highway 31 for cars traveling south. There is good visibility of the shopping
center while traveling north on U.S. Highway 31 due to the curve in the highway
at the subject's location. Due to the size of the City of Clanton and the
familiarity of local residents, visibility should have little or no impact on
the success of the development.

There are 500.32 feet of frontage on Ollie Avenue and 326.04 feet of frontage on
U.S. Highway 31. There is also 91.01 feet of frontage on Yellow Leaf Road, which
is a secondary road just east and running parallel to U.S. Highway 31. There are
two curb cuts from U.S. Highway 31, one directly and one indirectly via Yellow
Leaf Road. There will be two curb cuts from Ollie Avenue. Overall accessibility
to the site is considered good.

The topography of the site is level and according to FEMA Flood Insurance Rating
map Community Panel #010031 0003, effective July 14, 1982, the site is not
located in a flood hazard zone.

All utilities are available to the site and include a 6" water main and an 8"
sewer line on both Ollie Avenue and U.S. Highway 31. Public services such as
police and fire protection are amply provided by the City of Clanton.

Site improvements include parking space for 321 cars which is equivalent to 5.61
spaces per 1,000 square feet of leaseable area. There is 136,237 square feet of
normal asphalt paving, 57,147 square feet of heavy asphalt paving and 12,675
square feet of concrete paving. There is 456 linear feet of concrete curbing.
Landscaping includes grass areas along Ollie Avenue and U.S. Highway 31.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                 SUBJECT PHOTOS

                                               1. Front View.

                                [PHOTO OMITTED]
<PAGE>

                                               2. Front View.

                                [PHOTO OMITTED]
<PAGE>

                                               3. Front View.

                                [PHOTO OMITTED]
<PAGE>

                                               4. U.S. Highway 31 looking south.

                                [PHOTO OMITTED]
<PAGE>

                                               5. U.S. Highway 31 looking north.

                                [PHOTO OMITTED]
<PAGE>

                                               6. Ollie Avenue looking west.

                                [PHOTO OMITTED]
<PAGE>

                                               7. Ollie Avenue looking east.

                                [PHOTO OMITTED]
<PAGE>

                                                                              16


DESCRIPTION OF PROPOSED IMPROVEMENTS

Basic construction details were taken from a visual inspection by the Associate
Appraiser on August 22, 1997. The property currently consists of a prototypical
35,000 square foot Winn Dixie store, a 8,450 square foot Harco and 13,700 square
feet of shop space. The appraisal is based upon the proposition that Winn Dixie
will be expanding to a size of 45,500 square feet encompassing 2,400 square feet
of the shop area. A summary of the construction detail is as follows.

Year Built:                   1993

Effective Age:                2 years

Typical Economic Life:        50 years

Foundation:                   Concrete slab

Roof:                         Built-up tar and gravel on metal decking

Walls:                        Concrete block and brick veneer over concrete
                              block on the front and painted concrete block on
                              the rear and sides. Anodized aluminum frame store
                              fronts. Interior walls are sheetrock .

Doors:                        Anodized aluminum store front doors. Interior
                              doors hollow core wood.

Windows:                      Anodized bronze aluminum store front.

Floors:                       Asphalt tile.

Insulation:                   Fiberglass batt.

Ceilings:                     Suspended lay-in acoustic tile with recessed
                              fluorescent light fixtures in most areas.

HVAC:                         Individual, roof-mounted, central heat and air
                              conditioning units.

Plumbing:                     One or two fixture restrooms in each shop space.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                                                              17


HIGHEST AND BEST USE

Highest and Best Use is defined in the Dictionary of Real Estate Appraisal, 3rd
Edition, page 161 as:

"The reasonable probable and legal use of vacant land or an improved property,
which is physically possible, appropriately supported, financially feasible, and
that results in the highest value. The four criteria the highest and best use
must meet are legal permissibility , physical possibility, financial
feasibility, and maximum profitability".

An investigation of the criteria which determined highest and best use produces
the following analysis.

Highest & Best Use - As If Vacant

Physically Possible - The subject's land size of 6.04 acres would support an
office complex, neighborhood shopping center, motel, restaurant, manufacturing
facility, warehouse, hospital, recreation facility or a combination of these
uses. The site has sufficient area to allow these uses and provide sufficient
area for parking.

Legally Permissible - Zoning restrictions would eliminate manufacturing use. The
subject's zoning of B-2, General Business District, does not restrict commercial
development of the subject site.

Financially Feasible - There is currently limited demand for restaurant,
recreation, medical and office use in the subject's immediate neighborhood.
Motel development is concentrated around the exits adjacent to Interstate
Highway 65. Rents for warehouse space on the subject site would not provide
maximum return to the land investment. With manufacturing, restaurant, motel,
office, medical and recreational use eliminated, it would appear therefore, that
the optimum use of the subject site would be for retail use.

Maximally Productive - The maximally productive use of the subject property is a
function of the density and development potential of the site. Due to the
dynamic state of supply and demand for retail space in the subject's market
area, a build-out commensurate with successful leasing activity is most prudent.
Successful leasing of the subject property is heavily contingent upon
neighborhood vacancy rates and the strength of the overall retail sector in the
subject's neighborhood. The most accurate indication of the strength of the
retail sector is provided in the Neighborhood Analysis listing of the
neighborhood shopping centers which analyze the rent per square foot and the
overall occupancy rate. Based upon that analysis, there appears to be ample
demand to support a development of a retail neighborhood shopping center.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                                                              18


HIGHEST AND BEST USE - (CONTINUED)

Conclusion - Based upon the previous analysis, the highest and best use of the
subject property, as if vacant, is for a neighborhood shopping center.

Highest & Best Use - As Improved

Physically Possible - The subject site is large enough to accommodate the
existing improvements with adequate space available for parking.

Legally Permissible - The existing improvements conform to the current zoning of
the site.

Financially Feasible - As previously discussed in the Highest and Best Use, As
If Vacant, section of the report, a shopping center is a feasible use for the
site.

Maximally Productive - The layout of the existing improvements on the site
appears be an under utilization of the site. The 3 shop spaces adjacent to Winn
Dixie to the east have never been leased. Winn Dixie reportedly desires this
space for expansion and has an option in their lease which allows them to expand
and take in this space on the 5th year anniversary of the lease and at 5 year
intervals thereafter, or at anytime all of the shop space is vacant. With Winn
Dixie's 5th year anniversary approaching, it would be imprudent to lease the
space and unlikely that it could be leased with a tenant knowing that they could
be asked to lease after a term of less than 1 year. The prudent choice of action
would be to allow the space to remain vacant and if Winn Dixie does not exercise
their option, then begin leasing as shop space.

Conclusion - After considering each of the aforementioned factors, it is
concluded that the highest and best use, as improved, is for continued use as a
neighborhood shopping center with either expansion of the Winn Dixie to
encompass the unleased shop space or leaseup of the space to shop tenants at the
end of Winn Dixie initial option period.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                                                              19


THE APPRAISAL PROCESS

The appraisal process is a procedure for estimating the market value of real
property. This process involves gathering all pertinent information available
from the market which may influence the value of the subject property. This data
is then utilized in forming an estimate of value based upon the three generally
accepted approaches to value. These three approaches are the Cost Approach, the
Income Approach, and the Sales Comparison Approach.

Cost Approach

The Cost Approach is defined as that approach in appraisal analysis which is
based upon the proposition that an informed purchaser would pay no more than the
cost of producing a substitute property with the same utility as the subject
property. It is assumed that the potential purchaser considers producing a
substitute property with the same utility as the property being appraised. This
analysis involves the cost to buyer of producing an exact replica of the subject
property, in the same location and condition as the subject property, as of the
effective date of the appraisal.

The application of the Cost Approach involves the following steps:

1.    estimating value of the site as if vacant and available to be put to its
      highest and best use.

2.    estimating the reproduction cost new of the improvements.

3.    estimating all elements of accrued depreciation.

4.    subtracting the total accrued depreciation from the reproduction cost new
      of the improvements (resulting in an estimate of the present worth of the
      improvements).

5.    adding the present worth of all the improvements (including site
      improvements) to the estimated site value.

6.    rounding the figure to an appropriate indication of value.

The major limitation of the Cost Approach is its reliance upon an estimation of
accrued depreciation. Generally, the older the property and the higher the
estimate of accrued depreciation, the less reliable becomes the value indication
from this approach. This is particularly critical in the valuation of older
properties that normally incur greater amounts of depreciation. The Cost
Approach is particularly appropriate when the property being appraised involves
relatively new improvements which represent the highest and best use of the site
or when the improvements are relatively unique or specialized and there is
limited or a total lack of comparable properties which have sold recently.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                                                              20


THE APPRAISAL PROCESS - (CONTINUED)

Income Approach

The Income Approach is defined as that procedure in appraisal analysis which
converts anticipated benefits (dollar income or amenities) to be derived from
the ownership of property into a value estimate. Anticipated future income
and/or reversions are discounted to a present-worth figure through direct
capitalization or a discounted cash flow analysis.

Direct capitalization requires an estimate of market rent based upon comparable
rent of leased properties. Vacancy is estimated from an analysis of comparable
properties. Expense deductions are made using comparable properties. The
resulting net operating income is capitalized into a value estimate utilizing a
capitalization rate derived from a combination of market sales, built-up rates
using current market rates for debt and equity, and from published investor
surveys. A discounted cash flow analysis, when appropriate, is employed
utilizing income and expense data as previously described and a discount rate
derived from the market and/or from published investor surveys.

Sales Comparison Approach

The Sales Comparison Approach is defined as that approach in an appraisal
analysis which is based upon the proposition that an informed purchaser would
pay no more for the property than the cost to him of acquiring an existing
property with the same utility. Presumably, the potential purchaser considers
the alternatives that are available to him and then makes a rational decision
based upon the information he has about those alternatives.

The application of the Sales Comparison Approach involves selecting a number of
competitive properties which have recently sold on the market. The information
derived from this section is analyzed through an adjustment process which
develops indications of what the competitive properties would have sold for if
they possessed all the important characteristics of the subject property. These
indications fall into a pattern surrounding one figure which, when appropriately
rounded, is and indication of the market value of the subject property as of the
date of the appraisal.

The reliability of this approach is dependent upon the availability and
verification of the comparable sales data. The degree of comparability between
the competitive properties and the subject, and the absence of non-typical
conditions affecting the sales price of those properties are also important
items that are considered. Therefore, this approach is particularly applicable
when an active market provides sufficient quantities of reliable data which can
be verified from authoritative sources.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                                                              21


THE APPRAISAL PROCESS - (CONTINUED)

Reconciliation Analysis

The reconciliation analysis is an evaluation process where the appraiser
carefully evaluates value indications from each of the three approaches. The
reliability of each approach to the present appraisal problem is examined and
weight is given to the accuracy, reliability, quantity of data available for use
in each approach, and the approach in which the market participant typically has
the greatest confidence.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                                                              22


LAND VALUE - DIRECT COMPARISON

To estimate value for the subject site, a comparison is made with recent sales
of similar sites. A comparison and adjustment grid follows the presentation of
the sales found on the following pages. The sales considered include:

Sale #1

Name:                   Russell Do-It-Center
Address/Location:       Northwest corner Highway 31 and Sims Road
                        Clanton, AL
Grantor:                Bobby Harrison
Grantee:                Russell Lands, Inc.
Sale Date:              August 14, 1996
Sale Price:             $180,000
Terms:                  Cash to seller
Recorded:               Deed Book 139, Page 243; Chilton County
Verified With:          Grantor
Verified By:            Cebo Craig - Appraiser
Rights Conveyed:        Fee Simple Title
Land Size:              252,648 square feet
Zoning:                 General Business
Highest & Best Use:     Commercial
Use At Sale:            Vacant
Topo/Drainage:          Poor/Fair
Access/Visibility:      Good/Good
Utilities:              All public utilities are available.
Remarks:                Low-lying, cut-over, timber land fronting Highway 31
                        North. Property required fill and site prep before being
                        developed with a Russell Do-It Center.
Indicators of Value:    Price Per Sq.Ft.: $0.71


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                                                              23


LAND VALUE - DIRECT COMPARISON - (CONTINUED)

Sale #2

Name:                   Wal-Mart
Address/Location:       Northwest side of Highway 31 South at Woodfin Lane
                        Clanton, AL
Grantor:                Jeff and Bobbie Smitherman/William E. and Steven P.
                        Smith
Grantee:                Wal-mart Stores, Inc.
Sale Date:              July 13, 1993 and October 4, 1993
Sale Price:             $460,000
Terms:                  Cash to seller
Recorded:               Deed Book 96, Page 56 and Deed Book 99, Page 162;
                        Chilton County
Verified With:          Grantors
Verified By:            Cebo Craig - Appraiser
Rights Conveyed:        Fee Simple Title
Land Size:              1,071,228 square feet
Zoning:                 General Business
Highest & Best Use:     Commercial
Use At Sale:            Vacant
Topo/Drainage:          Fair/Average
Access/Visibility:      Good/Good
Utilities:              All public utilities are available.
Remarks:                Rear portion of site will require fill and site prep
                        prior to development.
Indicators of Value:    Price Per Sq.Ft.: $0.43


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                                                              24


LAND VALUE - DIRECT COMPARISON - (CONTINUED)

Sale #3

Name:                   Cato Shopping Center
Address/Location:       Northwest corner of Highway 31 and Woodfin Lane
                        Clanton, AL
Grantor:                Wal-Mart Stores, Inc.
Grantee:                Currin-Patterson Properties, L.L.C.
Sale Date:              September 18, 1995
Sale Price:             $160,000
Terms:                  Cash to seller
Recorded:               Deed Book 126, Page 1; Chilton County
Verified With:          Grantee
Verified By:            Cebo Craig - Appraiser
Rights Conveyed:        Fee Simple Title
Land Size:              49,223 square feet
Zoning:                 General Business
Highest & Best Use:     Commercial
Use At Sale:            Vacant
Topo/Drainage:          Average/Good
Access/Visibility:      Good/Good
Utilities:              All public utilities are available.
Remarks:                Some fill required before being developed with a 12,560
                        square foot strip center after sale.
Indicators of Value:    Price Per Sq.Ft.: $3.25


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                                                              25


LAND VALUE - DIRECT COMPARISON - (CONTINUED)

Sale #4

Name:                   Mutual Savings Credit Union
Address/Location:       Highway 31 and County Road 7
                        Clanton, AL
Grantor:                Cecil Cleckley, Hazel Cleckley and Janice L. Hull
Grantee:                Mutual Savings Credit Union
Sale Date:              August 3, 1995
Sale Price:             $250,000
Terms:                  Cash to Seller
Recorded:               Deed Book 123, Page 801; Chilton County
Verified With:          Grantee
Verified By:            Cebo Craig - Appraiser
Rights Conveyed:        Fee Simple Title
Land Size:              87,991 square feet
Zoning:                 General Business
Highest & Best Use:     Commercial
Use At Sale:            Vacant
Topo/Drainage:          Average/Good
Access/Visibility:      Good/Good
Utilities:              All public utilities are available.
Remarks:                Some fill required before being developed with Credit
                        Union.
Indicators of Value:    Price Per Sq.Ft.: $2.84


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                                                              26


LAND VALUE - DIRECT COMPARISON - (CONTINUED)

Sale #5

Name:                   Sears
Address/Location:       Highway 31 at Tippett Street
                        Clanton, AL
Grantor:                Lanis Robinson
Grantee:                Michael and Lela T. Allred
Sale Date:              July 18, 1996
Sale Price:             $75,000
Terms:                  Cash to seller
Recorded:               Deed Book 138, Page 185; Chilton County
Verified With:          Grantor
Verified By:            Cebo Craig - Appraiser
Rights Conveyed:        Fee Simple Title
Land Size:              33,150 square feet
Zoning:                 General Business
Highest & Best Use:     Commercial
Use At Sale:            Vacant
Topo/Drainage:          Good/Good
Access/Visibility:      Good/Good
Utilities:              All public utilities are available.
Remarks:                Developed with a Sears store after sale.
Indicators of Value:    Price Per Sq.Ft.: $2.26


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                               [GRAPHIC OMITTED]

                                 Land Sales Map
<PAGE>

                                                                              27


LAND VALUE - DIRECT COMPARISON - (CONTINUED)

The sales previously presented were utilized in arriving at a value estimate for
the subject site. The sales are compared and adjusted to the subject in the
following table.

<TABLE>
<CAPTION>
====================================================================================================================
                                            LAND SALES COMPARISON GRID
====================================================================================================================
<S>              <C>     <C>           <C>            <C>              <C>            <C>              <C>    
Comp. Number               Subject               #1               #2             #3                #4             #5
                                                 --               --             --                --             --
Name                                        Russell         Wal Mart     Cato S. C.   Mut Sav Cred Un          Sears
Location                 Hwy 31/Ollie  Hwy 31 North   Hwy 31/Woodfin   Hwy 31 South      Hwy 31 South  Hwy 31/Tpt St
                          Clanton, AL   Clanton, AL      Clanton, AL    Clanton, AL       Clanton, AL    Clanton, AL
                                                                                       
Cash Eq. Price                             $180,000         $460,000       $160,000          $250,000        $75,000
Date of Sale                 08/22/97      07/31/97         07/13/93       09/18/95          08/03/95       07/18/96
Land Size        (Acre)       263,102       252,648        1,071,228         49,223            87,991         33,150
Unadj.$/Sq.Ft.                                $0.71            $0.43          $3.25             $2.84          $2.26
- ---------------------------------------------------------------------------------------------------------------------
ADJUSTMENTS                                      #1               #2             #3                #4             #5
                                                 --               --             --                --             --
Conditions of Sale                           Normal           Normal         Normal            Normal         Normal
Net Adjustment                                   $0               $0             $0                $0             $0
Market Conditions   3.0% /year                0.18%           12.34%          5.79%             6.16%          3.29%
- ---------------------------------------------------------------------------------------------------------------------
Preliminary Adj. Price                     $180,324         $516,764       $169,264          $265,400        $77,468
Preliminary Adj. Price/Sq.Ft.                 $0.71            $0.48          $3.44             $3.02          $2.34
- ---------------------------------------------------------------------------------------------------------------------
PHYSICAL DIFFERENCES                             #1               #2             #3                #4             #5
                                                 --               --             --                --             --
                 Location                       25%             -45%           -45%              -45%             0%
                 Topography                     50%              60%            10%               10%             0%
                                                ---              ---            ---               ---             --
Subtotal-Physical                               75%              15%           -35%              -35%             0%
- ---------------------------------------------------------------------------------------------------------------------
Preliminary Adj. Price                     $315,567         $594,279       $110,022          $172,510        $77,468
Preliminary Adj. Price/Sq.Ft.                 $1.25            $0.55          $2.24             $1.96          $2.34
- ---------------------------------------------------------------------------------------------------------------------
                 Size                           -2%              79%           -50%              -37%           -58%
- ---------------------------------------------------------------------------------------------------------------------
Final Adjusted Price                       $309,256       $1,063,759        $55,011          $108,681        $32,537
Final Adjusted Price/Sq.Ft.                   $1.22            $0.99          $1.12             $1.24          $0.98
=====================================================================================================================
</TABLE>

The sales are adjusted to the subject for the following items of difference.

Conditions of Sale:     Each sale is considered an arm's length transactions and
                        no adjustments are made.

Market Conditions:      A 3% per year upward adjustment for time was made.
                        General trends and analysis of the sales indicate a 3%
                        per year adjustment for high visibility commercial
                        tracts.

Location:               Sale 1 is adjusted upward 25% being located in an
                        inferior marketing area. Sales 2 - 4 are adjusted
                        downward 45% to reflect superior locations to the
                        subject. Sale 5 is across the street from the subject
                        and is not adjusted.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                                                              28


LAND VALUE - DIRECT COMPARISON - (CONTINUED)

Topography:             Sales 1 and 2 are considered vastly inferior to the
                        subject being low lying in nature and requiring fill
                        before development. They are adjusted upward 50% and
                        60%, respectively. Sales 3 and 4 are considered only
                        slightly inferior and are adjusted upward 10% each.

Size:                   Each sale is adjusted for size based on the Dilmore size
                        adjustment tables. These tables are based on the premise
                        that a smaller site will sell for a higher price per
                        unit than a larger site and vice versa. The subject and
                        sales are analyzed and matched to 1 of 14 adjustment
                        curves and adjusted accordingly.

No other adjustments are considered necessary and none are made. The comparables
indicate a value range, after adjustment, of $0.98 - $1.24 per square foot. An
estimate of $1.12 per square foot is concluded for the subject indicating a
value as follows.

      =====================================================================
      CURRENT MARKET VALUE - Vacant Land Only
      =====================================================================
               263,102 Sq.Ft. x              $1.12 per Sq.Ft. =    $294,675
      TOTAL VACANT LAND VALUE                         (Rounded)    $295,000
      =====================================================================


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                                                              29


COST APPROACH TO VALUE

The cost factors used are from the Marshall Valuation Service, a national cost
service indexed to the Clanton, Alabama market, and found to be reliable and
consistent with costs incurred by developers within the area. The cost factors
from this cost service are inclusive of architect/engineering fees, construction
period interest, contractors overhead and profit, and normal site prep costs.
Excluded are site improvements such as paving, landscaping, etc., land costs,
and indirect costs such as developers profit and permanent loan fees.

Calculations of total reproduction cost new of the improvements can be found in
the table below.

================================================================================
                            VALUATION - COST APPROACH
================================================================================
DIRECT COST
Estimated Reproduction Cost New - [Market]
                   Good Class "C" - Sec. 13 Page 19
                   Base Cost                       $56.83
                   Area/Perimeter Adjust.    x      0.845
                   Adjust to Current Cost    x      1.050
                   Adjust Local Conditions   x      0.930
                                                   ------
Gr.Bldg Area                   45,500 S.F.         $46.89 per sq.ft   $2,133,495
Estimated Reproduction Cost New - [Discount Store]
                   Average Class "C" - Sec. 13 Page 20
                   Base Cost                       $44.11
                   Area/Perimeter Adjust.    x      0.961
                   Adjust to Current Cost    x      1.050
                   Adjust Local Conditions   x      0.930
                                                   ------
Gr.Bldg Area                    8,450 S.F.         $41.38 per sq.ft   $  349,661
Estimated Reproduction Cost New - [Neighborhood Shopping Center]
                   Average Class "C" - Sec. 13 Page 27
                   Base Cost                       $46.08
                   Area/Perimeter Adjust.    x      0.968
                   Adjust to Current Cost    x      1.050
                   Adjust Local Conditions   x      0.930
                                                   ------
Gr.Bldg Area                   13,700 S.F.         $43.56 per sq.ft   $  596,772
                                                                      ----------
Total Building Reproduction Cost New                                  $3,079,928
================================================================================


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                                                              30


COST APPROACH TO VALUE - (CONTINUED)

Depreciation

The next step in the Cost Approach is to estimate the accrued depreciation from
all causes. Depreciation is typically categorized as physical, function, and
external. The subject property is well designed for its use as a neighborhood
shopping center and no functional obsolescence was observed. No external
obsolescence was observed. Physical depreciation is categorized as curable
(deferred maintenance) and incurable. Incurable depreciation is broken down into
short-lived items (those items that typically have an economic life shorter than
that of the building) and long-lived items (those items whose economic life
typically coincide with the life of the building).

Physical Depreciation - Curable

Physical depreciation-curable (deferred maintenance) are those items which need
immediate replacement or refurbishment as of the date of value and are deducted
from the cost new prior to calculation of physical incurable depreciation. There
were no items of deferred maintenance observed that would not typically be cured
during the subject's day-to-day maintenance cycle.

Physical Depreciation - Incurable - Short-Lived Items

Incurable depreciation of short-lived items is estimated in the table below
utilizing the age/life method. Similar to straight line depreciation for
accounting purposes, it itemizes depreciation for each short-lived item.

================================================================================
             Physical Deterioration - Incurable - Short Lived Items
                                    Effective  Typical

Item                       Cost New      Age     Life %  Deprecn.  $ Deprecn.
HVAC                       $338,250        2       20         10%    $ 33,825
Roof Cover                 $152,213        2       25          8%    $ 12,177
Floor Cover                $135,300        2        7         29%    $ 39,237
Interior Walls/Ceilings    $304,425        2       20         10%    $ 30,443
                           --------                                  --------
Totals                     $930,188                                  $115,682
================================================================================


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                                                              31


COST APPROACH TO VALUE - (CONTINUED)

Physical Depreciation - Incurable - Long-Lived Items

Incurable physical depreciation of the long-lived items is also calculated using
the Age/Life method. The cost of the short-lived items is deducted from the
previously estimated cost new of the building to arrive at an estimate of cost
for the long-lived items. Estimates of effective age and economic life new are
then utilized to arrive at a percentage adjustment for the depreciation
attributable to the long-lived items as illustrated in the following table.

======================================================================
Physical Deterioration - Incurable - Long Lived Items
Total Improvements Reproduction Cost Incl Indirect Costs    $3,988,485
Less Curable Short Lived Items' Cost                        $        0
Less Incurable Short Lived Items' Cost                      $  930,188
                                                            ----------
Long Lived Items' Cost                                      $3,058,297
- ----------------------------------------------------------------------
Chronological Building Age                                           5
Effective Age                                                        2
Typical Economic Life                                               50
- ----------------------------------------------------------------------
Percentage Depreciation
          2 divided by               50             =               4%
- ----------------------------------------------------------------------
Dollar Depreciation - Incurable Items
   $3,058,297            X                     4%   =       $  122,332
======================================================================

Total incurable physical depreciation is calculated as the sum of the
depreciation calculated for the short-lived items and that calculated for the
long-lived items. Total incurable physical depreciation is calculated as:

          ===========================================================
                  Total Incurable Physical Depreciation
          ===========================================================
          Short Lived Items    -   Dollar Depreciation       $115,682
          Long Lived Items     -   Dollar Depreciation       $122,332
                                                             --------
          Total Incurable Physical Depreciation              $238,014
          ===========================================================


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                                                              32


COST APPROACH TO VALUE - (CONTINUED)

Site Improvements

Site improvements are identified as concrete paving, asphalt paving, concrete
curbing and landscaping. These items are added at their depreciated cost as
illustrated in the following table.

       ================================================================
       Site Improvements                    Cost New % Depr  Depr. Cost
       Asphalt Paving (SF)                   340,593    10%    $306,533
       Heavy Duty Asp Paving (SF)            185,728    10%    $167,155
       Conc Paving (SF)                       50,700     5%    $ 48,165
       Curbing (LF)                            4,332     5%    $  4,115
       Signage/Landscaping (Lump Sum)       $250,000    10%    $225,000
                                            --------           --------
       Cost of site improvements            $831,352
       ================================================================

Indirect Cost

Indirect costs including developer's profit and loan fees are added to the cost
of the improvements. Developer's profit is added at 20% of total project cost,
based on sales of new shopping centers, discussions with developers and brokers
and with consideration given to the cross collateralization of the portfolio of
retail properties to which the subject is a part. Loan fees are added at the
amount typically charged by lenders - 2% of the loan amount (1% construction -
1% permanent) and is based on total project cost.

The calculation of Value by the Cost Approach is presented in tabular form
below.

<TABLE>
<CAPTION>
========================================================================================
<S>                             <C>          <C>      <C>          <C>        <C>
Total Building Reproduction Cost New (from previous page)                     $2,625,423
Less Depreciation               Physical Functional     External           
                                -------- ----------     --------           
Curable                               $0         $0           $0           
Incurable                       $293,646         $0           $0           
                               ---------         --           --           
Total Depreciation                                                            $  293,646
                                                                              ----------
Depreciated Building Cost                                                     $2,331,777
Add: Site Improvements          Cost New     % Depr   Depr. Cost           
                                --------     ------   ----------           
Asphalt Paving (SF)              306,533        25%   $  229,900           
Heavy Duty Asp Paving (SF)       171,441        25%   $  128,581           
Conc Paving (SF)                  47,531        10%   $   42,778           
Curbing (LF)                       3,990        15%   $    3,392           
Signage/Landscaping (Lump Sum   $150,000        25%   $  112,500           
                                --------              ----------           
Cost of site improvements       $679,496                                      $  517,151
                                                                              ----------
Total Depreciated Cost - All Improvements                                     $2,848,928
INDIRECT COST                                                              
  Developer's Profit                            15% of Cost        $539,988
  Permanent Loan Fees                            2% of Loan Amt            
  Loan basis =                                  80% of Cost        $ 57,599
                                                                   --------
TOTAL INDIRECT COST                                                           $  597,586
                                                                              ----------
TOTAL COST NEW                                                                $3,446,514
LAND VALUE                                                                    $  295,000
                                                                              ----------
VALUE BY COST APPROACH                                                        $3,741,514
                                                        (Rounded)             $3,740,000
========================================================================================
</TABLE>


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                                                              33


INCOME APPROACH TO VALUE

As the primary approach to value for the subject property, consideration is
given to the capitalized net income which the subject property is capable of
generating. In estimating the subject's net operating income, consideration is
given to the rental and occupancy status of comparable properties within the
subject's neighborhood. The comparable rentals are compared to the subject, with
adjustments made for differences in location, age and condition, appeal, and
other pertinent items of comparison to estimate market rent. Once the market
rent for each of the subject unit types is estimated, they are summed to arrive
at a potential gross income. Also resulting figure being effective gross income.
From the effective gross income, appropriate expenses are deducted to arrive at
the net operating income. The expense items are based on a comparison with
comparable properties from similar markets.

The overall capitalization rate used to convert the net operating income into a
value estimate is based upon several methods of calculation and comparison.
Actual capitalization rates indicated from sales of comparable properties within
the local market are analyzed as one method of determining overall rate.
Alternatively, a weighed average, or band of investment, method is built-up
utilizing the quoted loan terms and equity return requirements current in
today's market. Other methods employed for arriving at a capitalization rate
include the Ellwood Method and Debt Coverage Ratio Method. Some weight was also
given to recently published capitalization rates from institutional investors.

The comparable rentals which have been analyzed in estimating the subject's
market rent are found on the following pages. Immediately following the
presentation of the rentals is an analysis and comparison of the rentals to the
subject.

Potential Gross Income

In arriving at a potential gross income estimate for the subject consideration
is given to the market rent for the Winn Dixie space, the Harco space and for
the shop space.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                               [GRAPHIC OMMITED]

                               Comparable Rentals
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        34


The rent for Winn Dixie and Harco is $6.00 and $7.50 per square foot,
respectively. Typically rent for anchor tenants like these are a function of
cost, negotiated by knowledgeable market participants. The table below provides
an illustration of rents for similar spaces in other markets.

================================================================
 STORE NAME   YEAR BLT     LOCATION       SIZE     RENT/SQ.FT.

                                    (SQ.FT.)

================================================================
 Winn Dixie     1993    Alabaster, AL    44,000       $6.50
 Winn Dixie     1993     Panama City,    44,000       $7.15
                              FL

 Winn Dixie     1993      Moody, AL      44,000       $7.00
 Winn Dixie     1994    Chalkville, AL   51,250       $6.50
 Winn Dixie     1994      Alexander      44,000       $6.75
                           City, AL

 Winn Dixie     1995     Anniston, AL    44,000       $7.70
 Winn Dixie     1995    Birmingham, AL   44,000       $6.95
 Winn Dixie     1995     Chattanooga,    44,000       $7.95
                              TN

 Winn Dixie     1996      Mobile, AL     51,282       $8.00
 Winn Dixie     1996    Trussville, AL   44,000       $8.15
 Winn Dixie     1996     Lagrange, GA    44,788       $8.75
 Winn Dixie     1996      Selma, AL      44,000       $9.16
 Winn Dixie     1997      Mobile, AL     44,000       $9.00
 Winn Dixie     1997      Mobile, AL     44,000       $8.85
 Winn Dixie     1997     Fairhope, AL    44,000       $9.25
================================================================
  Drugs for     1993    Birmingham, AL   18,000       $7.50
    Less
 Harco Drugs    1993    Birmingham, AL   12,876       $5.95
 Harco Drugs    1993    Pell City, AL     9,100       $7.50
 Harco Drugs    1993    Alabaster, AL     9,100       $8.50
 Big B Drugs    1994     Chattanooga,     8,470       $7.00
                              TN

 Harco Drugs    1994    Tuscaloosa, AL   10,160       $7.90
 Revco Drugs    1995     Anniston, AL     9,240       $7.75
  Drugs for     1995    Birmingham, AL   18,000       $7.00
    Less
 Revco Drugs    1996      Dalton, GA      8,450       $9.75
 Harco Drugs    1997      Mobile, AL     10,125       $8.25
================================================================

The Winn Dixie space is below the range indicated by the comparables and Harco
is at the lower end of the range. Each of these tenants has a percentage rent
clause which will be encountered if gross sales exceed the natural breakpoint.
At that time, additional rent will be paid. If no percentage rent is paid, the
current rents will be justified as market rents. If percentage rent is paid, the
current rents will be below market but will be raised to market by the
percentage rent.

Market rent for the shop space is estimated in comparison with rates achieved by
other shopping centers in the local market. A survey of the shopping centers is
presented on the following pages.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

INCOME APPROACH - (CONTINUED)                                                 35


                                [PHOTO OMITTED]

Rent Comparable #1

Name:               Bar D Western Store
Location:           Highway 31 South
                    Clanton, AL
Year Built:         1997
Anchor Tenants:     Bar D Western Store (3,400 sq. ft.)
Shop Size:          6,600 sq. ft.
Tenants:            Building under construction - Not available
Shop Rent:          $11.00 - Landlord will pay taxes, insurance and common area
                    maintenance estimated at $1.00 per square foot.
Term:               3-5 years
Occupancy:          Currently in lease up stages. Owner indicated that building
                    will be complete on September 15, 1997 and there is only
                    2,000 square feet remaining to be leased.
Source:             Caton Bros. Inc. (Wayne Caton) - (205) 755-3212


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

INCOME APPROACH - (CONTINUED)                                                 36


                                [PHOTO OMITTED]

Rent Comparable #2

Name:               Cato Shopping Center
Location:           Highway 31 South
                    Clanton, AL
Year Built:         1996
Anchor Tenants:     None
Shop Size:          12,560 sq. ft.
Tenants:            Cato, Friedman's Jewelers, Nail Star, Dollar Tree
Shop Rent:          Owner would not disclose rents citing a landlord/tenant
                    agreement. He did indicate that he would not build a similar
                    store unless he could get $11.00 per square foot.
Term:               3-5 years
Occupancy:          100%
Source:             Currin-Patterson Real Estate      704-365-1247


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

INCOME APPROACH - (CONTINUED)                                                 37


                                [PHOTO OMITTED]

Rent Comparable #3

Name:               Shoe World Shopping Center
Location:           7th Avenue
                    Clanton, AL
Year Built:         1965
Anchor Tenants:     None
Shop Size:          13,786 sq. ft.
Tenants:            N/A
Shop Rent:          Old - $5.50           New - $6.50 - $7.00
Term:               1-3 years
Occupancy:          100%
Remarks:            4,961 square feet of office/retail space was added in 1995.
                    Landlord pays taxes and insurance estimated at $0.35 per 
                    square foot.
Source:             Jimmy Wayne Easterling 205-755-2365


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

INCOME APPROACH - (CONTINUED)                                                 38


                                [PHOTO OMITTED]

Rent Comparable #4

Name:               Food Fair Shopping Center
Location:           Highway 31 North
                    Clanton, AL
Year Built:         1983
Anchor Tenants:     Food Fair (33,262 sf) and Revco (12,000 sf)
Shop Size:          3,000 sq. ft.
Tenants:            Head Start and Vacant Space
Shop Rent:          $8.00
Term:               3-5 years
Occupancy:          50%
Source:             Dansby Realty - (205) 755-9199


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

INCOME APPROACH - (CONTINUED)                                                 39


                                [PHOTO OMITTED]

Rent Comparable #5

Name:               Village Square
Location:           7th Avenue/Jackson Street
                    Clanton, AL
Year Built:         1989
Anchor Tenants:     None
Shop Size:          11,875 sq. ft.
Tenants:            Fishing Hole, Pawn Shop, Cakes & Candy, etc., Shirt Shack,
                    Central AL Electric Co-Op, Franklin Financial
Shop Rent:          $6.00 - Landlord pays taxes and insurance estimated at $0.35
                    per square feet.
Term:               1-3 years
Occupancy:          100%
Source:             Jimmy Wayne Easterling 205-755-2365


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

INCOME APPROACH - (CONTINUED)                                                 40


                                [PHOTO OMITTED]

Rent Comparable #6

Name:               Chilton Mart
Location:           Highway 31 North
                    Clanton, AL
Year Built:         1965 +/-
Anchor Tenants:     Associated Foods (25,016 SF)
Shop Size:          40,530 sq. ft.
Tenants:            Carpet Village, City Finance, Myers Business Products,
                    Mickey's Music Store, Paul's Taekwondo, Bates Pool Company,
                    Dollar General, Central AL Home Health services,
                    Rogers & Waid, P.A.
Shop Rent:          $5.00 - $6.50
Term:               1-3 years
Occupancy:          90%
Source:             Donald Davis          205-668-1198


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

INCOME APPROACH - (CONTINUED)                                                 41


The comparables indicate a range of $5.00-$11.00 per square foot. Comparables 1
and 2 are the newest centers in Clanton while Comparable 4 is the only grocery
anchored center. These comparables are in the $8.00 - $11.00 per square foot
range and are considered the best indicators of the subject's market rent. In
addition to these comparables, consideration was given to the current rents
being obtained by the center in the $8.00 - $9.00 per square foot range. Based
on the foregoing factors, the current rents obtained by the subject in the $8.00
- - $9.00 per square foot range are considered market rents.

Vacancy and Collection Loss

The comparables generally indicate occupancy to be in the 90% - 100% range with
the exception of Comparable 4 which has only 2 shop spaces with 1 being vacant.
The local market for shop space appears strong for good properties in good
locations as evidenced by the almost 100% leaseup of Comparable 1 prior to
completion.

Given the previously discussed factors, a vacancy and collection loss rate of 5%
is estimated for the subject.

Expenses

Expenses are estimated for the subject utilizing a 3 year operating history for
the property and expense histories of comparable properties. Historical data on
the subject is presented in the table below.

<TABLE>
<CAPTION>
======================================================================================
  Income                  1994  Per Sq.Ft.      1995  Per Sq.Ft.      1996  Per Sq.Ft.
                          ----  ----------      ----  ----------      ----  ----------
<S>                   <C>         <C>       <C>         <C>       <C>         <C>     
Gross Rents           $391,325    $   6.85  $387,062    $   6.77  $386,265    $   6.76
Expenses                                                                     
Auto/Travel           $    184    $   0.00  $    205    $   0.00  $      0    $   0.00
Cleaning/Maintenance  $  7,688    $   0.13  $  6,421    $   0.11  $  8,879    $   0.16
Commissions           $      0    $   0.00  $      0    $   0.00  $      0    $   0.00
Insurance             $  4,784    $   0.08  $  4,816    $   0.08  $  5,318    $   0.09
Legal/Accounting      $      0    $   0.00  $      0    $   0.00  $      0    $   0.00
Repairs               $  3,388    $   0.06  $  2,105    $   0.04  $  1,154    $   0.02
Taxes                 $ 18,246    $   0.32  $ 17,975    $   0.31  $ 18,246    $   0.32
Utilities             $  3,688    $   0.06  $  4,110    $   0.07  $  3,271    $   0.06
Miscellaneous         $  5,798    $   0.10  $  3,964    $   0.07  $ 26,239    $   0.46
                      --------    --------  --------    --------  --------    --------
Total Expenses        $ 43,776    $   0.77  $ 39,596    $   0.69  $ 63,107    $   1.10
======================================================================================
</TABLE>

Comparable properties utilized are presented on the following pages.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

INCOME APPROACH - (CONTINUED)                                                 42


Expense Comparable #1

Project Name:     Confidential
Location:         Central Alabama

Year Built:       1978       Gross Leaseable Area:     62,510 SF
Source:           Year End Statement
Type Center:      Neighborhood Shopping Center
Analysis Year:    1995       Analysis by: PJM

    Item                      Total     $/SF      % EGI
    ----                      -----     ----      -----
Effective Gross Income     $260,657    $4.17     100.0%
Plus CAM/Reimbursements     $22,347    $0.36
Plus Misc. Income               $83    $0.00

Effective Gross Income     $283,087    $4.53     100.0%
Less Expenses:
  Management                $10,663    $0.17       3.8%
  Ad Valorem Tax:           $21,172    $0.34       7.5%
  Insurance:                 $4,405    $0.07       1.6%
  Administrative Exp.        $3,556    $0.06       1.3%
  CAM:                      $25,305    $0.40       8.9%
  Utilities:                   $332    $0.01       0.1%
  Miscellaneous:             $1,718    $0.03       0.6%

Total Expenses:             $67,151    $1.07      23.7%
                            -------    -----      -----

Net Operating Income:      $215,936    $3.45      76.3%
                           ========    =====      =====

Comments: Miscellaneous expense is building repair and maintenance.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

INCOME APPROACH - (CONTINUED)                                                 43


Expense Comparable #2

Project Name:     Confidential
Location:         Northwest Alabama

Year Built:       1986       Gross Leaseable Area:         59,389 SF
Source:           Year End Statement
Type Center:      Neighborhood
Analysis Year:    1995       Analysis by: DPM

    Item                      Total      $/SF       % EGI
    ----                      -----      ----       -----
Potential Gross Rent:      $459,768     $7.74      100.0%
Less Vac/Credit Loss:         $-603    $-0.01       -0.1%
Effective Gross Rent       $459,165     $7.73       99.9%
Plus CAM/Reimbursements:    $41,120     $0.69        8.9%
Plus Misc. Income:           $3,439     $0.06        0.7%

Effec. Gross Income:       $503,724     $8.48      100.0%
Less Expenses:
  Management:               $30,762     $0.52        6.1%
  Ad Valorem Tax:           $33,939     $0.57        6.7%
  Insurance:                 $4,915     $0.08        1.0%
  Administrative Exp.        $1,391     $0.02        0.3%
  CAM:                      $41,892     $0.71        8.3%
  Miscellaneous              $8,765     $0.15        1.7%

Total Expenses:            $121,664     $2.05       24.2%
                           --------     -----       -----

Net Operating Income:      $382,060     $6.43       75.8%
                           ========     =====       =====

Comments: Utilities expense included in CAM. Miscellaneous expense is non-pass 
through expense for building repair.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

INCOME APPROACH - (CONTINUED)                                                 44


 Expense Comparable #3

Project Name:     Confidential
Location:         Central Alabama

Year Built:       1994       Gross Leasable Area:          59,389 SF
Source:           Operating Statement
Type Center:      Strip Retail
Analysis Year:    1994       Analysis by: DPM

       Item                 Total    $/SF        % EGI
       ----                 -----    ----        -----
Effective Gross Income   $485,437   $8.17       100.0%

Less Expenses:
  Management:            $29,143    $0.49       6.0%
  Ad Valorem Tax:        $33,473    $0.56       6.9%
  Insurance:             $5,303     $0.09       1.1%
  Administrative Exp.    $789       $0.01       0.2%
  CAM:                   $17,147    $0.29       3.5%
  Miscellaneous          $250       $0.00       0.1%
                         -------    -----       ----

Total Expenses:          $86,105    $1.45       17.7%
                         =======    =====       =====

Net Operating Income:    $399,332   $6.72       82.3%

Comments: Utilities expense included in CAM. Miscellaneous expense is for
non-pass through building repair.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

INCOME APPROACH - (CONTINUED)                                                 45


Expense Comparable #4

Project Name:     Confidential
Location:         Central Alabama

Year Built:       1987       Gross Leasable Area:          28,200 SF
Source:           Operating Statement
Type Center:      Strip Retail
Analysis Year:    1996       Analysis by: PJM

    Item                 Total      $/SF        % EGI
    ----                 -----      ----        -----
Effective Gross Income   $252,947   $8.97       100.0%

Less Expenses:
  Management:            $22,790    $0.81       9.0%
  Ad Valorem Tax:        $11,988    $0.43       4.7%
  Insurance:             $3,160     $0.11       1.2%
  Administrative Exp.    $7,359     $0.26       2.9%
  CAM:                   $27,184    $0.96       10.7%
  Miscellaneous:         $3,512     $0.12       1.4%

Total Expenses:          $75,993    $2.69       30.0%
                         -------    -----       -----

Net Operating Income:    $176,954   $6.27       70.0%
                         ========   =====       =====


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

INCOME APPROACH - (CONTINUED)                                                 46


Expenses are estimated for the subject as follows:

Management:                The management fee of the comparable properties
                           ranged from 3.8% - 6.1%. As indicated previously, the
                           subject property is one of fifteen shopping centers
                           in a cross collateralized portfolio of retail
                           properties under single management. Considering
                           economies of scale, the subject's management fee is
                           estimated at the low end of the range at 4% of
                           effective rental income (exclusive of expense
                           reimbursements).

Property Taxes:            Previously estimated at $17,787 annually, or $0.31
                           per square foot.

Insurance:                 Estimated at $0.08 per square foot based on expense
                           comparables and historical data.

Common Area Maintenance:   Estimated $0.40 per square foot based on expense
                           comparables and historical data.

Structural Maintenance:    Estimated at $0.10 per square foot(excluding Winn
                           Dixie space as per lease) based on market norm.

Total expenses are estimated for the subject at $69,746, or $1.07 per square
foot. The estimates for CAM, property taxes and insurance are considered
reimbursable charges and will be reimbursed by all tenants on a prorata basis.
The table below illustrates the calculation of expense reimbursement.

<TABLE>
<CAPTION>
================================================================================================
                                      Expense Reimbursement
================================================================================================
                             CAM    Taxes  Insurance  Management  Structural  Sq.Ft.  % of Total
                             ---    -----  ---------  ----------  ----------  ------  ----------
<S>                      <C>      <C>         <C>         <C>           <C>   <C>         <C>   
Winn Dixie               $18,200  $12,403     $3,640      $    0        $  0  45,500      69.73%
Harco                    $ 3,380  $ 2,303     $  676      $    0        $  0   8,450      12.95%
Little Ceasars           $   480  $   327     $   96      $    0        $  0   1,200       1.84%
First Family Financial   $   480  $   327     $   96      $    0        $  0   1,200       1.84%
Akram's Deli             $   480  $   327     $   96      $  540        $ 60   1,200       1.84%
Video Express            $ 1,441  $   982     $  288      $    0        $  0   3,600       5.52%
Mane Attractions         $   720  $   491     $  144      $  720        $ 90   1,800       2.76%
Buck a Roos              $   919  $   626     $  184      $    0        $  0   2,300       3.52%
Totals                   $26,100  $17,786     $5,220      $1,260        $150  65,250     100.00%
Total Reimbursements     $50,516                                                        
Shop Reimbursements      $ 9,914                                                        
================================================================================================
</TABLE>


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

INCOME APPROACH - (CONTINUED)                                                 47


As the table illustrates, all tenants reimburse taxes, insurance and common area
maintenance on a prorata basis. The most recent shop space leases also call for
reimbursement of management fee at 5% of base rent and structural maintenance at
$0.05 per square foot.

The table below presents a summary and illustration of the previously discussed
income and expenses and a calculation of net operating income.

<TABLE>
<CAPTION>
====================================================================================
                                   INCOME APPROACH
                                   PROFORMA
<S>                                 <C>                <C>                  <C>     
Winn Dixie                          45,500 Sq.Ft. X    $7.32 per sq.ft.  =  $333,060
Harco                                8,450 Sq.Ft. X    $7.50 per sq.ft.  =  $ 63,375
Shops                               11,300 Sq.Ft. (From previous page)      $ 95,200
                                    ------                                  --------
Potential Gross Rents               65,250                                  $491,635
Expense Reimbursement (From previous page)                                  $ 50,516
                                                                            --------
Potential Gross Income                                                      $542,151
Vacancy and Collection Loss (Shop space only) 5.0% of PGR/Reimbursements =  $  5,256
                                                                            --------
Effective Gross Income                                                      $536,895
Less Expenses:                          $ Amount  % of EGI  $ per SF
                                        --------  --------  --------
  Common Area Maintenance                $26,100      4.9%     $0.40
  Property Taxes                         $17,787      3.3%     $0.27
  Insurance                               $5,220      1.0%     $0.08
  Management (% of Effec Rental Income)  $18,682      4.0%     $0.29
  Structural Reserve (Excl Winn Dixie)    $1,975      0.4%     $0.10
                                                     -----     -----
Total Expenses                                       13.0%     $1.07        $ 69,764
                                                                            --------
Net Operating Income                                                        $467,131
====================================================================================
</TABLE>

Utilizing a 9.0% capitalization rate and the net operating income previously
calculated, an estimate is made for the subject by the Income Approach as
follows:

============================================================================
VALUE INDICATION - INCOME APPROACH
Net Operating Income          $359,458 Capitalized @   10.00%   =  $3,594,580
VALUE BY INCOME APPROACH                            (Rounded)      $3,590,000
============================================================================

Overall Capitalization Rate

To estimate the subject's value via the Income Approach, the subject's
stabilized net operating income is capitalized with an overall capitalization
rate of 9.0%. The selected overall capitalization rate is based on several
methods of capitalization rate development with consideration given to the cross
collaterlization of the subject property with the other fourteen shopping
centers in the securitized portfolio of retail properties. The cap rate
development methods, which are presented following the Income Approach Summary
on the following page, includes rates extracted from comparable sales, recently
published investor 


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

INCOME APPROACH - (CONTINUED)                                                 48


survey, and three methods using mortgage and equity positions which include the
Ellwood, Bank of Investment, and Debt Coverage Ratio Methods.

Rates extracted from the comparable sales, none of which had non-terminable
leases, ranged from 9.57% to 1.20% with an average of 9.81% and the most recent
sale being at 9.64%. Published rates from the Second Quarter 1997, Korpacz Real
Estate Investor Survey for National Strip Shopping Center, ranged from 8.25% to
13% with an average rate of 9.84% which is similar to the market extracted
rates. The mid range rates from the three mortgage/equity methods ranged from
8.9% to 9.24%. The rates developed with mortgage/equity factors reflect current
conditions and declining interest rates. The criteria used for these methods was
taken from the above investor survey and from interviews with mortgage brokers.

The High, Middle, and Low average of the five methods of cap rate development
are 10.25%, 9.31%, and 8.71% respectively. Based on this analysis and the above
considerations, the subject's overall capitalization rate is estimated to fall
between the Middle and Low range of the five methods.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

Explanatory Notes

Capitalization Rate Evidence

The chart on the facing page illustrates 5 different sets of data or evidence as
to appropriate current property capitalization rates.

Item # 1 reflects the current range in capitalization rates in the local market
based on actual sales - this information is historical in nature although there
has been a fairly consistent pattern evident in this market over the years.

Item # 2 reflects actual cap rates used by large financial institions in the
acquisition and financing of major real estate projects. These rates are also
historical in nature, but are based on properties of a magnitude atypical in
this market area. Properties that would appeal to at least a regional and
perhaps a national market of potential buyers.

Item # 3 reflects a calculated cap rate utilizing the Ellwood model based on
future expectations in income and property value growth and equity yield rates -
explicit input assumptions are listed. This method is compelling when market
mortgage and equity yield returns are predictable and property and income
changes can be reliably predicted.

Item # 4 analyzes required capital outlays to service both the debt (ie mortgage
payment) and the equity (cash on cash or before tax cash flow or equity
dividend). The weighted average of these required returns is, by definition,
equal to the capitalization rate. It should be noted that the mortgage interest
rate and equity yield rate are NOT part of this calculation.

Item # 5 provides another method often used by lenders. The debt coverage ratio
is a factor equal to the net operating income divided by the annual debt service
- - in other words, it is an estimate of the "cushion" or excess of net operating
income over and above debt service. The calculated cap can be solved for by the
following formula Ro = Rm x DCR x M.

The actual cap rate used by appraisers in this analysis is bracketed by this
information. Further, this chart illustrates the implicit market expectations of
the various investment parameters that are reflected by the specific
capitalization rate used.
<PAGE>

INCOME APPROACH - (CONTINUED)                                                 49


<TABLE>
<CAPTION>
=====================================================================================================
                              Property Capitalization Rate Justification
- -----------------------------------------------------------------------------------------------------
<S>        <C>                                                     <C>           <C>          <C>
                                                              Pessimistic   Most Likely   Optimistic
                                                              -----------   -----------   ----------

1. Market extracted rates for                                 ---------------------------------------
   similar properties                                              10.20%         9.81%        9.57%
                                                              ---------------------------------------

2. Recent published cap rates                                 ---------------------------------------
   used by institutional investors                                 13.00%         9.84%        8.25%
 (CB Commercial "B")                                          ---------------------------------------

3. Ellwood method calculated rates

           11.55% = Eqty yield before tax

% Property appreciation (income)

                            over hold period =                     -5.00%         0.00%        5.00%
              75% = Mortgage percent of value
            7.75% = Mortgage interest rate
             20.0 = Mortgage term in years
             10.0 = Investment holding period 
            9.85% = Rm = Mortgage constant 
            14.4% = Rmp = Mortgage constant over holding period
            31.6% = P = Percent of mortgage paid off over hold period 
             5.8% = SFF = Sink fund factor
            37.2% = J factor                                  ---------------------------------------
                         Calculated cap rate =                      9.36%         8.90%        8.45%
                                                              ---------------------------------------

4. Band of Investment Method

                  Mortgage percent to value                        70.00%        75.00%       80.00%
                  Mortgage constant                                10.85%         9.85%        8.85%
                  Equity percent to value                          30.00%        25.00%       20.00%
                  Eqty cash on cash rate                            8.00%         7.00%        6.00%
                         Calculated cap rate                  ---------------------------------------
                                                                   10.00%         9.14%        8.28%
                                                              ---------------------------------------

5. Debt Coverage Ratio Method

                     Req'd debt coverage ratio                       1.25          1.20         1.15
                  Mortgage percent to value                         70.00%        75.00%       80.00%
                  Mortgage constant                                 10.85%         9.85%        8.85%
                         Calculated cap rate                  ---------------------------------------
                                                                     9.49%         8.87%        8.14%
==============================================================---------------------------------------

=====================================================================================================
</TABLE>


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                                                              50


SALES COMPARISON APPROACH

To estimate the subject property's value by market comparison, a direct
comparison is made with actual sales of other shopping center properties. These
sales are analyzed on the basis of price per square foot of building area and
effective gross income multiplier.

While the subject property is part of a large portfolio of retail properties
which would most likely be marketed as a total package, no sales of similar
portfolios were found with which to compare.

Each sale is adjusted for pertinent items, including unusual financing or
conditions of sale, time lapsed since sale, and physical differences based on a
net operating income factor. A comparison and adjustment of the comparable sales
follows the detailed information on each of the sales on the following pages.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                [PHOTO OMITTED]
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       51

Comparable Improved Sales

Sale #1

Address/Location:       North Hixson Marketplace
                        Hixson Pike/Camp Columbus Road
                        Chattanooga, TN
Grantor:                North Hixson, LLC
Grantee:                Amberjack, Ltd
Sale Date:              03/04/1996
Sale Price:             $4,760,000
Cash Equiv Price:       $4,760,000
Terms:                  Cash to seller
Recorded:               Hamilton County
Verified With:          Dick Smalz, with grantor (205)871-2617
Verified By:            David Mullins - H.J. Porter & Associates
Date Verified:          03/15/1996
Rights Conveyed:        Leased fee
Land Size:              Acres: 9.2400
Access/Visibility:      Average/average
Highest & Best Use:     Shopping center
Parking:                405               Parking Ratio: 5.88
Building Size:          68,870 SF(GBA)
Land:Bldg Ratio:        5.8
Year Built:             1995
Condition:              Good
Building Description:   One story neighborhood shopping center with split face
                        block exterior walls and synthetic stucco on steel stud
                        canopy.
Anchors:                Winn Dixie (49,600 sq.ft.); Big B Drugs (8,470 sq.ft.)
Anchor - Sq. Ft.:       58,070               Anchor %: 84.3
Local:                  Movie Gallery, Sally's Beauty Supply, etc
Local - Sq. Ft.:        10,800               Local %:  16
Lease Information:      Tenants pay prorata of CAM, taxes and insurance


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       52


ANALYSIS

(1|2|3) *Source                           TOTAL $ AMOUNT    $ PER SF (GBA)
                                          --------------    --------------
(S\A\F)     Potential Gross Income:       $623,083                $9.05
(A\E\F)     Vac & Credit Loss:            $13,057                 $0.19
                                          --------                -----
(A\E\F)     Effec. Gross Income:          $610,026                $8.86
(A\E\F)     Less Expenses:                $124,533                $1.81
                                          --------                -----
(A\E\F)     Net Oper. Income              $485,493                $7.05

=============================================================
Field 1:      S=Seller       B=Buyer             A=Appraiser
Field 2:      A=Actual       E=Estimated
Field 3:      P=Prior Year   F=Year Following
=============================================================

INDICATORS OF VALUE:          Price Per SF (GBA):     $69.12
                              PGIM:                   7.64
                              EGIM:                   7.80
                              Ro:                     0.1020
                              Expense Ratio:          0.20%

Remarks:    At the time of the sale there were 2 vacant shop spaces containing
            2,400 sq.ft. Expense contributions included PGI and local vacancy.
            Vacancy based on 10% of local shop plus expense contributions.
            Expenses based on 4% management, $1.59 for taxes, CAM and insurance
            plus $0.05 per sq.ft. for structural. Estimated expenses are
            consistent with grantor's proforma. Local shop space average rent
            was $10.45 per sq.ft.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                [PHOTO OMITTED]
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       53


Comparable Improved Sales

Sale #2

Address/Location:       Hillcrest Marketplace
                        Hillcrest Road & Grelot Road
                        Mobile, AL
Grantor:                Hillcrest Marketplace, Ltd.
Grantee:                Confidential
Sale Date:              09/15/1997
Sale Price:             $6,490,000
Cash Equiv Price:       $6,490,000
Terms:                  Cash to Seller
Recorded:               Not yet recorded        Mobile County
Verified With:          Scott Holcombe, Arlington Properties - Developer
Verified By:            Harris Hollans, H.J. Porter & Associates
Rights Conveyed:        Leased fee Interest
Land Size:              Acres: 12.49
Access/Visibility:      Good/good
Highest & Best Use:     Neighborhood Shopping Center
Parking:                359               Parking Ratio: 4.63
Building Size:          76,365 SF(GBA)
Land:Bldg Ratio:        7.1
Year Built:             1997
Condition:              New
Building Description:   Red Brick Veneer front over concrete block wall.
                        Reinforced concrete slab. Single ply membrane roof.
                        Raised seam metal and canvas awning.
Anchors:                Winn Dixie (51,282 sq.ft.),  Revco (9,240 sq. ft.)
Anchor - Sq. Ft.:       60,522                  Anchor %:  79.25
Local:                  Various regional, national, & local
Local - Sq. Ft.:        15,843                  Local %:   20.75
Lease Information:      Winn Dixie rent was $8.00 sq. ft. Revco rent was $8.00
                        per sq. ft. Local rents were pro-forma $11.50, actual
                        was $12.50 per sq. ft. Anchor expense contributions were
                        estimated at $0.99 per sq. ft. with local tenants at
                        $1.38 per sq. ft.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       54


ANALYSIS

(1|2|3) *Source                      TOTAL $ AMOUNT       $ PER SF (GBA)
                                     --------------       --------------
(A\E\F)     Potential Gross Income:  $756,072             $9.90
(A\E\F)     Vac & Credit Loss:       $17,613              $0.23
                                     -------              -----
(A\E\F)     Effec. Gross Income:     $738,459             $9.67
(A\E\F)     Less Expenses:           $112,823             $1.48
                                     --------             -----
(A\E\F)     Net Oper. Income         $625,636             $8.19

=============================================================
Field 1:      S=Seller       B=Buyer             A=Appraiser
Field 2:      A=Actual       E=Estimated
Field 3:      P=Prior Year   F=Year Following
=============================================================

INDICATORS OF VALUE:          Price Per SF (GBA):     $84.99
                              PGIM:                   8.58
                              EGIM:                   8.79
                              Ro:                     9.64
                              Expense Ratio:          15.28%

Remarks:    The total Gross Building Area of the shopping center was 77,557 sq.
            ft. Local tenant space was projected to be 100% leased prior to
            completion. The sale of the property was also negotiated prior to
            completion. Estimated completion date was July 1997. There were five
            out-parcel lots at the center which were not included in the
            transaction. Significant site work was necessary for development.
            Estimated site work totaled $85,000 per acre. Out-parcels were
            marketed to Wendy's, New York Bagel, and Boston Market.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                [PHOTO OMITTED]
<PAGE>

                                [PHOTO OMITTED]
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       55

Comparable Improved Sales

Sale #3

Address/Location:       Village @ Moody
                        US Highway 411
                        Moody, AL
Grantor:                FS Partnership, Ltd
Grantee:                Birmingham Realty
Sale Date:              02/14/1996
Sale Price:             $4,485,000
Cash Equiv Price:       $4,485,000
Terms:                  Cash to seller
Recorded:               Deed Book 261, Page 313 St Clair County
Verified With:          Paul Spina, grantor (205)733-1131
Verified By:            David Mullins - H.J. Porter & Associates
Date Verified:          04/10/1996
Rights Conveyed:        Leased fee
Land Size:              Acres: 8.4300
Access/Visibility:      Average/average
Highest & Best Use:     Shopping center
Parking:                396               Parking Ratio:   6.51
Building Size:          60,800 SF(GBA)
Land:Bldg Ratio:        6.0
Year Built:             1995
Condition:              Good
Building Description:   One story neighborhood shopping center of masonry
                        construction with brick front and sides and concrete
                        block at rear. Flat builtup roof system
Anchors:                Winn Dixie (44,000 sq.ft.)
Anchor - Sq. Ft.:       44,000                  Anchor %:  72.4
Local:                  Movie Gallery, J & E Ent., Head Start, Open Book, Moody
                        Cleaners, etc

Local - Sq. Ft.:        16,800                  Local %:   28
Lease Information:      Winn Dixie at $7.00/sq.ft. Shop space at $10.50-$11.50
                        with an average of $10.67 per sq.ft. All tenants pay
                        prorata share of CAM, taxes and insurance.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       56


ANALYSIS

(1|2|3) *Source                       TOTAL $ AMOUNT      $ PER SF (GBA)
                                      --------------      --------------
(A\E\F)     Potential Gross Income:   $533,922            $8.78
(A\E\F)     Vac & Credit Loss:        $9,920              $0.16
                                      --------            -----
(A\E\F)     Effec. Gross Income:      $544,002            $8.95
(A\E\F)     Less Expenses:            $87,532             $1.44
                                      --------            -----
(A\E\F)     Net Oper. Income          $456,470            $7.51
                                    
=============================================================
Field 1:      S=Seller       B=Buyer             A=Appraiser
Field 2:      A=Actual       E=Estimated
Field 3:      P=Prior Year   F=Year Following
=============================================================

INDICATORS OF VALUE:          Price Per SF (GBA):     $73.77
                              PGIM:                   8.40
                              EGIM:                   8.24
                              Ro:                     0.1018
                              Expense Ratio:          0.16%

Remarks:    Vacancy based on 5% of local shop plus expense contributions.
            Expenses based on 4% management, taxes @ $0.58 per sq.ft., insurance
            @ $0.10 per sq.ft., CAM @ $0.40 per sq.ft and structural @ $0.05 per
            sq.ft.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                [PHOTO OMITTED]
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       57


Comparable Improved Sales

Sale #4

Address/Location:       North Madison Corners
                        NEC US 72 and Wal-Triana Highway
                        Madison, AL
Grantor:                North Madison Associates, Ltd.
Grantee:                Still Hunter, Jr.
Sale Date:              03/10/1995
Sale Price:             $4,900,000
Cash Equiv Price:       $4,900,000
Equity:                 $1,150,000
Debt:                   $3,750,000        Year 1 Debt Service: $348,365
Terms:                  $1,150,000 Cash; Assumed $3,750,000 mortgage at
                        7.7% with 23 yr amortization.
Recorded:               Book 850, Page 965 Madison County
Verified With:          Bob Givens, CCIM - Agent; Billy Hulsey/Grantor
                        (205)250-8700
Verified By:            David P. Mullins, H.J. Porter & Associates
Date Verified:          06/15/1995
Rights Conveyed:        Leased Fee
Land Size:              Acres: 9.52
Access/Visibility:      Average
Highest & Best Use:     Shopping Center
Building Size:          66,270 SF(GBA)
Land:Bldg Ratio:        6.3
Year Built:             1994
Condition:              Good
Building                Description: Brick veneer and masonry block exterior
                        with flat built-up tar and gravel roof Dixie - 44,000
                        sq.ft.; Big B Drugs - 8,470 sq.ft.
Anchor - Sq. Ft.:       52,470             Anchor %: 79.2
Local:                  Unknown
Local - Sq. Ft.:        13,800             Local %:  21
Lease Information:      Local: CAM, taxes and insurance
                        Anchor: CAM, taxes and insurance


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       58


ANALYSIS

(1|2|3)       *Source                         TOTAL $ AMOUNT $ PER SF (GBA)
                                              -------------- --------------
(S\A\F)       Potential Gross Income:               $582,695          $8.79
(S\A\F)       Vac & Credit Loss:                     $15,870          $0.24
                                                     -------          -----
(S\A\F)       Effec. Gross Income:                  $566,825          $8.55
(S\A\F)       Less Expenses:                         $92,257          $1.39
                                                     -------          -----
(S\A\F)       Net Oper. Income                      $474,568          $7.16
(S\A\F)       Debt Service (Yr 1):                  $348,365          $5.26
                                                    --------          -----
(S\A\F)       Cash Flow:                            $126,203          $1.90

==========================================================
Field 1:        S=Seller      B=Buyer          A=Appraiser
Field 2:        A=Actual      E=Estimated
Field 3:        P=Prior Year  F=Year Following
==========================================================

INDICATORS OF VALUE:    Price Per SF (GBA):     $73.94
                        PGIM:                   8.41
                        EGIM:                   8.64
                        Ro:                     0.0969
                        Re:                     0.1097
                        Expense Ratio:          0.16%

Remarks: PGI based on Winn Dixie $7.40/sq.ft. Big B Drugs, $10.50/sq.ft. average
for local, $1.00/sq.ft. pass through for CAM, tax and insurance. Vacancy based
management, $1.00/sq.ft. for CAM, tax and insurance, and $0.05/sq.ft./CAM.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                               [GRAPHIC OMITTED]

                                Comparable Sales
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       59


The sales are compared and adjusted to the subject in the following table.

<TABLE>
<CAPTION>
==================================================================================================================
                                            MARKET SALES COMPARISON GRID
==================================================================================================================
Comp. Number                  SUBJECT                 #1                 #2                #3                   #4
                                                      --                 --                --                   --
<S>               <C>                  <C>                <C>                 <C>               <C>
Name              Clanton Marketplace  N. Hixson Mktplce  Hillcrest Mktplce   Village @ Moody   N. Madison Corners
Location              U.S. Highway 31        Hixson Pike     Hillcrest Road       Highway 411           Highway 72
                          Clanton, AL     Chattanooga,TN         Mobile, AL         Moody, AL          Madison, AL
Cash Eq.Sale Price                            $4,760,000         $6,490,000        $4,485,000           $4,735,332
Date of Sale                 08/22/97           03/04/96           07/01/97          02/14/96             03/10/95
Building Area                  65,250             68,870             76,365            60,800               66,270
Yr Built/Effective Age          A5/E2                New                New               New                  New
Unadjust. Price/SF                                $69.12             $84.99            $73.77               $71.46
Eff.Gross Income             $536,895           $610,026           $738,459          $544,002             $566,825
EGIM                                                7.80               8.79              8.24                 8.35
Net Oper. Income             $467,131           $485,493           $625,636          $456,470             $474,568
Per SF                          $7.16              $7.05              $8.19             $7.51                $7.16
- ------------------------------------------------------------------------------------------------------------------
ADJUSTMENTS                                           #1                 #2                #3                   #4
                                                      --                 --                --                   --
Conditions of Sale                                Normal             Normal            Normal               Normal
                                                      0%                 0%                0%                   0%
Market Conditions/Time
                      5% /year                      7.3%               0.7%              7.6%                12.3%
Preliminary Adj. Price                        $5,107,480         $6,535,430        $4,825,860           $5,317,778
Preliminary Adj.Price/Sq.Ft.                      $74.16             $85.58            $79.37               $80.24
- ------------------------------------------------------------------------------------------------------------------
PHYSICAL DIFFERENCES                                  #1                 #2                #3                   #4
                                                      --                 --                --                   --
  NOI Per Sq.Ft.                $7.16              $7.05              $8.19             $7.51                $7.16
  NOI Adjustment                                      2%               -13%               -5%                   0%
                                                      --               ----               ---                   --
Subtotal-Physical                                     2%               -13%               -5%                   0%
- ------------------------------------------------------------------------------------------------------------------
Final Adjusted Price                          $5,209,630         $5,685,824        $4,584,567           $5,317,778
Final Adj.Price/Sq.Ft.                            $75.64             $74.46            $75.40               $80.24
===================================================================================================================
</TABLE>

The sales are adjusted to the subject as follows.

Conditions of Sale:     Each sales is considered an arm's length transaction and
                        no adjustments are made.

Market Conditions:      Considers an increase of 5% per year based on analysis
                        of the overall capitalization rates of the comparable
                        sales and range of rates from the five methods
                        considered in the Income Approach.

NOI Adjustment:         Each sale is adjusted to the subject utilizing a net
                        operating income adjustment. This adjustment quantifies
                        the differences in the properties by analyzing the net
                        operating income produced by each. It is based on the
                        premise that an investor will pay more per square foot
                        for a property producing more income than a similar
                        property.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       60


After adjustments, the sales indicated a range of $74.46- $80.24 per square
foot. For the subject, a value of $76.00 per square foot is concluded,
indicating a value by the Sales Comparison Approach as follows:

    ========================================================================
                 TOTAL INDICATED VALUE - PRICE/SQUARE FOOT BASIS

    ========================================================================
    Price per Sq.Ft.     65,250 Sq.Ft.  X    $76.00 /Sq.Ft.    =  $4,959,000
    VALUE INDICATION                               (Rounded)      $4,960,000
    ========================================================================

An additional analysis was made utilizing the effective gross income multipliers
(EGIM) indicated by the sales. The multipliers fall in a range of 7.80 - 8.79.
With consideration given to declining interest rates, the subject's EGIM is
estimated at the high end of the range. For the subject, a multiplier of 8.50 is
concluded indicating a value as follows.

    =======================================================================
                       TOTAL INDICATED VALUE - EGIM BASIS
    =======================================================================
    Effective Gross Income    536,895 Sq.Ft.  X  $8.50        =  $4,563,608
    VALUE INDICATION                         (Rounded)           $4,560,000
    =======================================================================

Reconciliation

Greatest consideration is given to the value indication by price per square foot
and a value estimate by the Sales Comparison Approach is estimated as
$4,960,000.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

RECONCILIATION AND FINAL VALUE ESTIMATE

Cost Approach.......................................................$4,800,000

This approach is believed to be a good indicator of value when a property is
proposed/new construction or when it is a special use type property. With a
property like the subject, accurately estimating accrued depreciation becomes
the problem. Because the property is income producing this approach is given
secondary consideration to the Income Approach.

Income Approach.....................................................$5,190,000

This approach is felt to be a good indicator of the subject's value. It reflects
current and projected market conditions as they relate to the subject and
mirrors the actions of investors in the market. Information utilized in this
approach was considered good. The Income Approach is given primary consideration
in the final value estimate.

Sales Comparison Approach...........................................$4,960,000

The data utilized in this approach is considered good. Each of the sales
employed has similar income producing characteristics to the subject. The sales
were analyzed on the basis of price per square foot and EGIM. The value by EGIM
is somewhat skewed because the effective gross income multipliers of the
comparable sales do not reflect the downward trend in overall capitalization
rates. This approach is given secondary consideration to the Income Approach.

Based on the value indications summarized above, we are of the opinion that the
subject has prospective market value "At Completion/Occupancy" as of August 15,
1998 of:

                FIVE MILLION ONE HUNDRED NINETY THOUSAND DOLLARS
                                  ($5,190,000)

                        Divided as:             Land:             $  295,000
                                                Improvements:     $4,895,000


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                                CERTIFICATION

We certify that, to the best of our knowledge and belief.....

1.    The statements of fact contained in this report are true and correct.

2.    The reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions, and are our personal,
      unbiased professional analyses, opinions and conclusions.

3.    We have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved.

4.    Our compensation is not contingent on an action or event resulting from
      the analyses, opinions, or conclusions in, or the use of, this report. Our
      compensation is not contingent upon the reporting of a predetermined value
      or direction in value that favors the cause of the client, the amount of
      the value estimate, the attainment of stipulated result, or the occurrence
      of a subsequent event.

5.    Our analyses, opinions, and conclusions were developed, and this report
      has been prepared, in conformity with the requirements of the Code of
      Professional Ethics and the Standards of Professional Practice of the
      Appraisal Institute, and the Uniform Standards of Professional Appraisal
      Practice as promulgated by the Appraisal Standards Board of the Appraisal
      Foundation.

6.    The use of this report is subject to the requirements of the Appraisal
      Institute and the Alabama Real Estate Appraiser Board relating to review
      by its duly authorized representatives.

7.    This assignment was made subject to regulations of the State of Alabama
      Real Estate Appraiser Board. The undersigned state certified appraisers
      have met the requirements of the board that allow this report to be
      regarded as a 'certified appraisal'.

8.    Howard J. Porter, Jr., MAI, CCIM is currently certified under the
      continuing education program of the Appraisal Institute.

9.    Philip J. Minor has made a personal inspection of the property that is the
      subject of this report. Howard J. Porter, Jr., MAI, CCIM has made a
      personal inspection of the property that is the subject of this report.


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                           CERTIFICATION - (CONTINUED)

10.   No one provided significant professional assistance to the persons signing
      this report.

11.   This appraisal assignment was not based on a request minimum valuation, a
      specific valuation, or the approval of a loan.

12.   The real property appraised herein, based upon the foregoing
      investigations and analysis, has a prospective market value "At
      Completion/Occupancy" of the leased fee tittle as of August 15, 1998 of:

                FIVE MILLION ONE HUNDRED NINETY THOUSAND DOLLARS
                                  ($5,190,000)

                        Divided as:             Land:             $  295,000
                                                Improvements:     $4,895,000



/s/ Howard J. Porter, Jr.                                   11/12/97
- ------------------------------------------                  ---------------
HOWARD J. PORTER, JR., MAI, CCIM                            Date
Certified General Real Property Appraiser
Alabama Certificate #G51



/s/ Philip J. Minor                                         11/12/97
- ------------------------------------------                  ---------------
PHILIP J. MINOR, ASSOCIATE                                  Date
Certified General Real Property Appraiser
Alabama Certificate #G152


                                              H.J. Porter & Assoc. of Montgomery
<PAGE>

                       ASSUMPTIONS AND LIMITING CONDITIONS

1.    LIMIT OF LIABILITY:

      The liability of the appraiser, his firm, and employees is limited to the
      fee collected for the work done. There is no accountability, obligation,
      or liability to a third party.

2.    COPIES, PUBLICATION, DISTRIBUTION, USE OF REPORT:

      Possession of this report or any copy thereof does not carry with the
      right of publication, nor may it be used for other than its intended use;
      the physical report(s) remain the property of the appraiser for the use of
      the client, the fee being for the analytical services only. The report may
      not be used for any purpose by any person or corporation other than the
      client or the party to whom it is addressed or copied without the written
      consent of the appraiser, and then only in it entirety.

      Neither all nor any part of the contents of this report shall be conveyed
      to the public through advertising, public relations efforts, news, sales,
      or other media, without the written consent and approval of the appraiser,
      nor may any reference be made in such a public communication to the
      Appraisal Institute or the MAI designation.

3.    CONFIDENTIALITY:

      The appraiser may not divulge the material (evaluation) contents of the
      report, analytical findings or conclusions, or give a copy of the report
      to anyone other than the client or his designee as specified in writing
      except as may be required by the Appraisal Institute as they may request
      in confidence for ethics enforcement, or by a court of law or body with
      the power of subpoena.

      This appraisal is to be used in only its entirety and no part is to be
      used without the whole report. All conclusions and opinion concerning the
      analysis are set forth in the report and were prepared by the Appraiser
      whose signature appears on the appraisal report, unless indicated as
      "Review Appraiser". No change of any item in the report shall be made by
      anyone other than the Appraiser and/or officer of the firm. The Appraiser
      and firm shall have no responsibility if any such unauthorized change is
      made.
<PAGE>

ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

4.    TRADE SECRETS:

      This appraisal was obtained from H. J. Porter & Associates, and consists
      of "trade secrets and commercial information or financial information"
      which is privileged and confidential and exempted from disclosure under 5
      U.S.C. 522(b)(4). Notify the appraiser signing the report of any request
      to reproduce this appraisal in whole or part.

5.    INFORMATION USED:

      No responsibility is assumed for accuracy of information furnished by or
      from others, the client, his designee, or public records. We are not
      liable for such information or the work of possible subcontractors. The
      comparable data relied upon in this report has been confirmed with one or
      more parties familiar with the transaction or from affidavit; all are
      considered appropriate for inclusion to the best of our factual judgement
      and knowledge.

6.    TESTIMONY, CONSULTATION, COMPLETION OF CONTRACT FOR APPRAISAL SERCIVES:

      The contract for appraisal, consultation or analytical service, are
      fulfilled and the total fee payable upon completion of the report. The
      appraiser or those assisting in the preparation of the report will not be
      asked or required to give testimony in court or hearing because of having
      made the appraisal, in full or in part, nor engage in post appraisal
      consultaion with client or third parties except under separate and special
      arrangement and at additional fee.

7.    EXHIBITS:

      The sketches and maps in this report are included to assist the reader in
      visualizing the property and are not necessarily to scale. Various photos,
      if any, are included for the same purpose and are not intended to
      represent the property in other than actual status, as of the date of the
      photos. Site plans are not surveys unless shown from separate surveyor.
<PAGE>

ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

8.    LEGAL, ENGINEERING, FINANCIAL, STRUCTURAL, OR MECHANICAL 
      NATURE HIDDEN COMPONENTS, SOIL:

      No responsibility is assumed for matters legal in character or nature, nor
      matters of survey, nor of any architectural, structural, mechanical, or
      engineering nature. No opinion is rendered as to the title, which is
      presumed to be good and merchantable. The property is appraised as if free
      and clear, unless otherwise stated in particular parts of the report.

      The legal description is assumed to be correct as used in this report as
      furnished by the client, his designee, or as derived by the appraiser.

      The appraiser has inspected as far as possible, by observation, the land
      and the improvements thereon; however it was not possible to personally
      observe conditions beneath the soil or hidden structural, or other
      components. We have not critically inspected mechanical components within
      the improvements and nor representations are made herein as to these
      matters unless specifically stated and considered in the report. The value
      estimate considers there being no such conditions that would cause a loss
      of value. The land or the soil of the area being appraised appears firm,
      however subsidence occurrence of problems arising from soil conditions.

      The appraisal is based on there being no hidden, unapparent, or apparent
      conditions of the property site, subsoil, or responsibility is assumed for
      any such conditions or for any expertise of engineering to discover them.
      All mechanical components are assumed to be in operable condition and
      status standard for properties of the subject type. Conditions of heating,
      cooling, ventilating, electrical, and plumbing equipment is considered to
      be commensurate with the condition of the balance of the improvements
      unless otherwise stated. No judgement is made as to adequacy of
      insulation, type of insulation, or energy efficiency of the improvements
      or equipment.
<PAGE>

ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

9.    RELATING TO THE AMERICAN WITH DISABILITIES ACT:

      The American with Disabilities Act ("ADA") became effective January 26,
      1992. The appraisers have not made a specific compliance survey and
      analysis of this property to determine whether or not it is in conformity
      with the various detailed requirements of the ADA. It is possible that a
      compliance survey of the property together with a detailed analysis of the
      requirements of the ADA could reveal that the property is not in
      compliance with one or more of the requirements of the Act. If so, this
      fact could have a negative effect upon the value of the property. Since
      there is no direct evidence relating to this issue, possible
      non-compliance with the requirements of ADA in estimating the value of the
      property has not been considered.

10.   LEGALITY OF USE:

      The appraisal is based on the premise that, there is full compliance with
      all applicable federal, state, and local environmental regulations and
      laws unless otherwise stated in the report; further that all applicable
      zoning, building, and use regulations and restrictions of all types have
      been complied with unless otherwise stated in the report; further, it is
      assumed that all required licenses, consents, permits, or other
      legislative or administrative authority, local, state, federal, and/or
      private entity or organization have been or can be obtained or renewed for
      any use considered in the value estimate.

11.   LEGALITY OF USE:

      The distribution of the total valuation in this report between land and
      improvements applies only under the existing program of utilization. The
      separate valuations for land and building must not be used in conjunction
      with any other appraisal and are invalid if so used.

12.   AUXILLARY AND RELATED STUDIES:

      No environmental or impact studies, special market study or analysis,
      highest and best use analysis study or feasibility study has been
      requested or made unless otherwise specified in an agreement for services
      or in the report. The appraiser reserves the unlimited right to alter,
      amend, revise, or rescind any of the statements, findings, opinions,
      values, estimates, or conclusions upon any subsequent study or analysis or
      previous study or analysis subsequently becoming know to him.
<PAGE>

ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

13.   DOLLAR VALUES, PURCHASING POWER:

      The market value estimated, and the costs used, are as of the date of the
      estimate of value. All dollar amounts are based on the purchasing power
      and price of the dollar as of the date of the value estimate.

14.   INCLUSIONS:

      Furnishings and equipment of business operations except as specifically
      indicated and typically considered as a part of real estate, have been
      disregarded with only the real estate being considered in the value
      estimate unless otherwise stated.

15.   PROPOSED IMPROVEMENTS, CONDITIONED VALUE:

      Improvements proposed, if any, on or off-site, as well as any repairs
      required are considered, for purpose of this appraisal to be completed in
      good and workmanlike manner according to information submitted and/or
      considered by the appraiser. In cases or proposed construction, the
      appraisal is subject to change upon inspection of property after
      construction is completed. This estimate of market value is as of the date
      shown as if completed and operating at levels shown and projected.

16.   VALUE CHANGE, DYNAMIC MARKET, INFLUENCES:

      The estimated market value is subject to change with market changes over
      time; value is highly related to exposure, time, promotional effort, terms
      motivation, and conditions surrounding the offering. The value estimate
      considers the productivity and relative attractiveness of the property
      physically and economically in the marketplace. The "Estimate of Market
      Value: in the appraisal report is not based in whole or in part upon the
      race, color or national origin of the present owners or occupants of the
      properties in the vicinity of the property appraised.
<PAGE>

ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

17.   MANAGEMENT OF THE PROPERTY:

      It is assumed that the property which is the subject of this report will
      be under prudent and competent ownership and management; neither
      inefficient nor super efficient.

18.   CONTINUING EDUCATION CURRENT:

      The Appraisal Institute conducts a voluntary program of continuing
      education for its designated members. MAIs and Rms who meet the minimum of
      this program are awarded periodic certification. Howard J. Porter, Jr. is
      currently certified under the Voluntary Continuing Education Program.

19.   FEE:

      The fee for this appraisal or study is for the service rendered and not
      for the time spent on the physical report.

20.   AUTHENTIC COPIES:

      The authentic copies of this report are signed in blue ink. Any copy that
      does not have an original signature is unauthorized and may have been
      altered.

21.   HAZARDOUS MATERIAL:

      Unless otherwise stated in this report, the appraiser signing this report
      has no knowledge concerning the presence or absence of urea-formaldehyde
      foam insulation or asbestos containing material in existing improvements;
      if such materials are present the value of the property may be adversely
      affected and reappraisal at additional cost necessary to estimate the
      effects of such material.

22.   NOTE:

      ACCEPTANCE OF, AND/OR USE OF, THIS APPRAISAL REPORT CONSTITUTES ACCEPTANCE
      OF THE ABOVE CONDITIONS.
<PAGE>

                           PROFESSIONAL QUALIFICATIONS
                                 PHILIP J. MINOR

CURRENT STATUS

Philip J. Minor is involved in the appraisal of and consulting with owners of
income producing real estate. He is a general partner in H.J. Porter &
Associates of Montgomery with an office located at:

                     H.J. Porter & Associates of Montgomery
                               235 S. Court Street
                            Montgomery, Alabama 36104
                                 (334) 262-8331

PROFESSIONAL AFFILIATIONS

Mr. Minor is a candidate for membership in the Appraisal Institute and is
currently pursuing his MAI designation.

PROFESSIONAL EDUCATION STATUS

Mr. Minor has successfully completed the following appraisal courses:

Appraisal Institute 
Standards of Professional Practices 
Real Estate Appraisal Principles 
Basic Valuation Procedures 
Capitalization Theory & Techniques - Part A 
Capitalization Theory & Techniques - Part B 
Report Writing

International Association of Assessing Officials 
Course 1 - Fundamentals of Real Property Appraisal 
Course 2 - Income Approach to Valuation 
Course 201 - Appraisal of Land - Income Approach 
Course 202 - Income Approach to Valuation 11

Mr. Minor is currently a Certified General Real Property Appraiser in Alabama
(Certificate #G00152) and in Georgia (Certificate #CG005214).

HISTORICAL DATA

Philip J. Minor was born in Montgomery, Alabama. He was educated in the public
school system in Montgomery and graduated from Auburn University. His major
field of study was Accounting and he obtained a B.S. degree in Accounting in
1985.
<PAGE>

PROFESSIONAL QUALIFICATIONS OF PHILIP J. MINOR

Mr. Minor has been involved with Real Estate Appraisal since 1985. From 1985 to
1989 he worked with the Alabama Department of Revenue as an appraiser involved
in mass appraisals for property tax purposes. In 1989 he became a fee appraiser
in Montgomery and was involved in residential and commercial appraisals of
various types. In 1992 he became Managing Partner in H.J. Porter & Associates of
Montgomery.

REPRESENTATIVE APPRAISAL/CONSULTING CLIENTS INCLUDE:

Lenders

Colonial Bank                     Regions Mortgage      Market Street Mortgage
SouthTrust Bank of Alabama, N.A.  Amsouth Mortgage      Molton, Allen & Williams
Amsouth Bank                      Colonial Mortgage     Columbus Bank & Trust
First Montgomery Bank             Anchor Mortgage       Sterling Bank
Compass Bank                      Aliant Mortgage       SouthTrust Mortgage
First Alabama Bank                Residential Mortgage  BancBoston Mortgage
Mortgage Financing                Mortgage America      Innovative Mortgage
First National Bank of Opelika    Countrywide Mortgage  Madison Equity
Marble Mortgage                   Bank of Prattville
<PAGE>

                           PROFESSIONAL QUALIFICATIONS
                                       OF
                        HOWARD J. PORTER, JR., MAI, CCIM

CURRENT STATUS

Howard J. Porter, Jr., is involved in the appraisal of and consulting with
owners of income producing real estate. He is President of H J Porter &
Associates, Inc. with offices located at:

H.J. Porter & Assoc., Inc.              H.J. Porter & Assoc. of Birmingham  
123 N. College, Ste 100/Box 28          #14 Office Park Circle Suite 230    
Auburn, AL 36830                        Birmingham, AL 35223                
(334) 826-8682                          (205) 871-3600                      
                                       
H. J. Porter & Assoc. of Montgomery    
235 S. Court Street                    
Montgomery, AL 36104                   
(334) 262-8331                         

PROFESSIONAL AFFILIATIONS

Mr. Porter is a member of the Appraisal Institute and holds the MAI Designation
(Certificate Number 5924). He has served as a member of the SREA Young Advisory
Council (1977 & 1978). He served as President of the Birmingham SREA Chapter
#106 (1983) and the Montgomery SREA Chapter #127 as President (1986-1987). He is
a Realtor(R) Member and past Vice-President of the Lee County Association of
Realtors(R), Lee County, AL. He holds the CCIM designation conferred by the
Commercial Investment Real Estate Council of the National Association of
Realtors(R). He is a member of the International Right of Way Association
(Alabama Chapter #26) and is a panel member of the American Arbitration
Association.

PROFESSIONAL EDUCATION STATUS

Mr. Porter has taken courses leading to professional designation as offered by
the Appraisal Institute (AIREA) and the Society of Real Estate Appraisers (SREA)
now merged as The Appraisal Institute. Additionally, he has credit for courses
offered by the Real Estate Securities and Syndication Institute (RESSI) the
Urban Land Institute (ULI), and the International Right of Way Association
(IR/WA), and the Commercial Investment Real Estate Institute. Mr. Porter has
also taken various seminars offered by SREA, AIREA, RESSI, IR/WA, Institute of
Real Estate Management, and others.

The Appraisal Institute conducts a voluntary program of continuing education for
its designated members. MAIs and RMs who meet the minimum standards of this
program are awarded periodic educational certification. He is currently
certified under the Institute's voluntary continuing education program. Mr.
Porter is currently a Certified General Real Property Appraiser in Alabama
(Certificate #CG51) and a Certified Real Estate Appraiser in Georgia
(Certificate #182).

HISTORICAL DATA

Howard J. Porter, Jr., was born in Birmingham, Alabama. He was educated in the
Jefferson County School System and graduated from Auburn University. His major
fields of study were Economics and Finance with a B.S. Degree in Business
Administration.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

PROFESSIONAL QUALIFICATIONS OF HOWARD J. PORTER, JR.

Mr. Porter has been a licensed Real Estate Broker in Alabama since 1972 and is a
Realtor(R) Member of the Lee County Association of Realtors(R). From 1974
through 1983 he was involved with appraisals, market research, syndication and
consulting on various types of real estate. From 1983 through 1985 he was
President of a regionally active development company headquartered in Auburn,
Alabama. In 1985, H.J. Porter & Associates, Inc. was re-established in Auburn,
Alabama with affiliate offices in Birmingham and Montgomery, Alabama.

He has taught college level courses on appraisal principles and practices and
USPAP, has served as an adjunct faculty member in the Auburn University
Department of Community Planning, and is an appraisal instructor for the
International Right of Way Association. He also has given talks to various real
estate related groups throughout Alabama. Mr. Porter has developed, constructed,
owned, and managed investment real estate for his own and affiliated
partnership's account.

              REPRESENTATIVE APPRAISAL/CONSULTING CLIENTS INCLUDE:

  Governmental                                Corporate
  ------------                                ---------
  U. S. Internal Revenue Service              Chrysler Realty Corp.
  Jefferson County, AL                        McDonald's Corporation
  Montgomery County, AL                       Norfolk Southern Railroad
  State of Alabama DOT                        South Central Bell
  U.S. Government Services Admin.             Diversified Products Corporation 
  U.S. Department of the Interior             INOUE SAKAE Co. (Japan)
  U.S. Postal Service                         TIME/LIFE Corporation
  Farmers Home Administration                 Baptist Medical Center (B'ham)
  Birmingham Airport Authority                Alabama Power Company
  Auburn University                           Southern Natural Gas
  State of Alabama Department of Revenue
  
  Lenders                                     Development
  -------                                     -----------
  SouthTrust Bank                             Colonial Properties, Inc.
  Federal National Mortgage Association       Heims-Roark Development
  New York Life Insurance Co.                 Beisel-Moss Development
  Provident Mutual Life                       Shannon, Strobel & Weaver
  Washington Mortgage Financial               Polar-BEK, Inc.
  Columbus Bank & Trust Co.                   Southern Investment Properties
  1st Interstate Mortgage (Chicago)           McWhorter & Co.
  Nations Bank
  AmSouth Bank
  First Union Bank

Mr. Porter has appeared as an expert witness in Federal Court and Circuit Courts
in various Alabama counties. He has served as a Probate Commissioner for the
Jefferson County and Lee County Probate Courts.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

================================================================================

                                State of Alabama

                                     [SEAL]

                             This is to certify that

                                 PHILIP J. MINOR

               having given satisfactory evidence of the necessary
           qualifications required by the laws of the State of Alabama
                is licensed to transact business in Alabama as a

                    CERTIFIED GENERAL REAL PROPERTY APPRAISER

                 With all the rights, privileges and obligations
                              appurtenant thereto.

LICENSE NUMBER: G00152                       /s/ [ILLEGIBLE]  Executive Director
EXPIRATION DATE: Sept. 30, 1997             ALABAMA REAL ESTATE APPRAISERS BOARD

================================================================================
<PAGE>

================================================================================

                                State of Alabama

                                     [SEAL]

                             This is to certify that

                              HOWARD J. PORTER, JR.

               having given satisfactory evidence of the necessary
           qualifications required by the laws of the State of Alabama
                is licensed to transact business in Alabama as a

                    CERTIFIED GENERAL REAL PROPERTY APPRAISER

                 With all the rights, privileges and obligations
                              appurtenant thereto.

LICENSE NUMBER: G00051                       /s/ [ILLEGIBLE]  Executive Director
EXPIRATION DATE: Sept. 30, 1997             ALABAMA REAL ESTATE APPRAISERS BOARD

================================================================================



                                APPRAISAL REPORT

                                       OF

                                 NINE MILE PLAZA
                            COMMUNITY SHOPPING CENTER
                             312 EAST NINE MILE ROAD
                            PENSACOLA, FLORIDA 32514
                                    (C97-150)

                                       FOR

                                MR. LARRY MILLER
                              MERRILL LYNCH AND CO.
                          WORLD FINANCIAL CENTER-NORTH
                               NEW YORK, NY 10281

                                      AS OF

                                 AUGUST 13, 1997

                                       BY

                           HOWARD J. PORTER, MAI, CCIM
                           MATTHEW S. RICE, ASSOCIATE
                                 611 STAGE ROAD
                                   P.O. BOX 28
                                AUBURN, AL 36831
                                 (334) 826-8682

                          [LOGO]H.J. PORTER ASSOCIATES
<PAGE>

                      LETTERHEAD OF H.J. PORTER ASSOCIATES

                                                                 August 30, 1997

Mr. Larry Miller
Merrill Lynch & Co.
World Financial Center - North Tower
New York, NY 10281

                                         Re: Appraisal of
                                             Nine Mile Plaza
                                             Community Shopping Center
                                             312 East Nine Mile Road
                                             Pensacola, Florida 32514

Dear Mr. Miller:

At your request, the below signed Associate has made an inspection, and we have
completed an appraisal of the above referenced property. The purpose of this
appraisal was to estimate the "As Is" market value of the leased fee interest in
the property as of the date of inspection, and the prospective market value of
the leased fee interest in the subject property "At Completion of Renovation",
which is on-going and scheduled for completion by October 1, 1997, according to
information provided by the developer. The subject property is one of fifteen
shopping centers to be included in a portfolio of retail shopping centers that
will be cross collateralized, under single management, and subject to stringent
release provisions. As such, the estimated value of the subject property is
subject to the above conditions.

This complete appraisal communicated in a self contained narrative report has
been prepared in accordance with the Uniform Standards of Professional Appraisal
Practice (USPAP). Based upon our investigation into the subject property, and
its current economic environment, we are of the opinion that the market value of
the leased fee interest in the subject property on the effective dates of value
are:

"As Is" Market Value Estimate
as of August 13, 1997:

               TWELVE MILLION SIX HUNDRED NINETY THOUSAND DOLLARS
                                  ($12,690,000)
<PAGE>

Mr. Miller
August 30, 1997
Page 2

Prospective Market Value Estimate
"At Completion of Renovation" as of October 1, 1997

                            THIRTEEN MILLION DOLLARS
                                  ($13,000,000)

These values are subject to the Special Assumptions and Limiting Conditions
outlined on Page 1 of the report. Also, please note that this report is subject
to the contingent and limiting conditions as found in the addendum. It should be
noted that our employment was not conditional upon our producing a specific
value within a given range. Future employment prospects with Merrill Lynch and
Company are not dependent upon our producing a specified value. Also, neither
payment of our fee, nor our employment are/were based upon whether a loan
application is approved or disapproved. We appreciate the opportunity to be of
service to you in this matter. The attached report is submitted in support of
these conclusions.

                                Yours very truly,


/s/ Howard J. Porter, Jr.                   /s/ Matthew S. Rice
Howard J. Porter, Jr., MAI, CCIM            Matthew S. Rice, Associate
Certified General Real Property Appraiser   Certified General Real Property 
Alabama Certificate #G00051                  Appraiser
                                            Florida Temporary Practice Permit
                                             #0001155


                          [LOGO]H.J. PORTER ASSOCIATES
<PAGE>

                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS

Property Identification:        Nine Mile Plaza
                                Community Shopping Center
                                312 East Nine Mile Road
                                Pensacola, Florida 32514

Highest and Best Use
As Is and As Proposed:          Community Shopping Center

Dates of Value:                 "As Is":                         August 13, 1997
                                "At Completion of Renovation":   October 1, 1997

Site Data:                      15.63  Acres, irregular shaped.

Building Size
    "As Proposed":              190,137  Sq.Ft.  Gross Rentable Area divided as:
                                46,372   Sq.Ft.  Winn Dixie
                                78,000   Sq.Ft.  TJX Companies
                                8,640    Sq.Ft.  Eckerd Drugs
                                52,025   Sq.Ft.  Non-Anchor Shop Space
                                5,100    Sq.Ft.  Fast Food Space

     "As Is":                   184,084 Sq.Ft.

Estimated Land Value:           $1,560,000

Prospective Market Value
Indications "At Completion
of Renovation"

      Cost Approach             $11,670,000
      Income Approach           $13,110,000
      Market Approach           $12,500,000

      Concluded Prospective
      Value Estimate            $13,000,000

As Is Market Value Estimate:    $12,690,000


                                                       H. J. Porter & Associates
<PAGE>

                                TABLE OF CONTENTS

Intended Use of Appraisal....................................................  1
Type Appraisal/Type Report...................................................  1
Special Assumptions & Limiting Conditions....................................  1
Environmental Considerations.................................................  2
Americans with Disabilities Act..............................................  2
Scope of the Assignment......................................................  2
Date of Value Estimate/Date of Report........................................  3
Exposure Time................................................................  4
Property Ownership...........................................................  4
Property Location............................................................  4
Zoning/Public Utilities......................................................  5
Legal Description/Land Size..................................................  6
Ad Valorem Tax Analysis......................................................  7
Purpose of Appraisal/Definition of Value.....................................  9
Rights Appraised.............................................................  9
Area Analysis - Pensacola, Florida........................................... 10
Neighborhood Analysis.......................................................  18
Site Analysis...............................................................  21
Description of Improvements (Proposed Renovation)...........................  22
Highest and Best Use........................................................  24
The Appraisal Process.......................................................  27
Land Value - Direct Comparison..............................................  30
Cost Approach to Value......................................................  36
Income Approach to Value....................................................  42
Sales Comparison Approach...................................................  64
Reconciliation and Final Value Estimate.....................................  76
Value "As Is"...............................................................  77
Certification...............................................................  78

      EXHIBITS
      --------

      Location Map................................................ Facing Page 4
      Tax Map Location............................................ Facing Page 7
      Area Map................................................... Facing Page 10
      Subject Photographs........................................ Facing Page 18
      Site Plan.................................................. Facing Page 21
      Land Sales Map............................................. Facing Page 34
      Rental Location Map........................................ Facing Page 47
      Improved Sales Map......................................... Facing Page 73


                                                       H. J. Porter & Associates
<PAGE>

TABLE OF CONTENTS - (CONTINUED)

      REAR EXHIBITS
      Improved Sale Photographs
      Lease Synopsis
      Engagement Letter
      Assumptions and Limiting Conditions
      Appraisers' Qualifications


                                                       H. J. Porter & Associates
<PAGE>

                                                                               1


INTENDED USE OF APPRAISAL

This appraisal has been requested to function as an underwriting guide for
mortgage loan purposes and for use in securitization of mortgages. Accordingly,
this appraisal may be provided by Merrill Lynch and Co. to potential investors
in a securitization or other sale of mortgage loans. The appraisal is undertaken
without departure in accordance with USPAP as promulgated by the Appraisal
Foundation.

TYPE APPRAISAL/TYPE REPORT

In accordance with the Uniform Standard of Profession Appraisal Practice, the
appraisers have performed a "Complete" appraisal according to Standard Rule 1
and the communication to the client is a "Self Contained Appraisal Report" in
accordance with Standard Rule 2-2a.

SPECIAL ASSUMPTIONS & LIMITING CONDITIONS

The value estimates presented within this report are subject to the satisfactory
completion of the on- going renovation and proposed additions. Satisfactory
completion includes the development of the improvements without significant
changes in size or construction quality from that reported herein. Plans and
specifications for the proposed property improvements were not available to the
appraisers. Therefore, interviews with representatives of Newton, Oldacre,
McDonald, including Woody Camp, were used to determine the quality and extent of
the proposed renovation and addition. Value estimates within the report are
based on these interviews as well as the a physical inspection of the subject
property by the Associate Appraiser.

It should be noted that the Winn Dixie additions and renovations have not yet
been performed. However, the landlord has paid Winn Dixie its contribution for
the proposed additions and renovation to their store, and the Winn Dixie lease
amendment has been executed. Thus, even though the proposed property
improvements to Winn Dixie have not yet occurred, Winn Dixie has begun paying
under the new base terms. Winn Dixie is responsible for performing the proposed
renovations and additions to its space.

The Eckerd's lease specifies that the subject's parking ratio can not fall below
5.18 parking spaces for each 1,000 square feet of gross leasable area. The
proposed site plan prepared by Holmes- Wilkens Architects, dated March 11, 1997,
indicates 864 parking spaces, indicating a parking ratio as proposed of 4.54
spaces. The parking ratio as proposed appears to fall below Eckerd's minimum
requirements. Also, the proposed parking ratio does not meet the Payless Shoe
Store tenant requirements of one space per 200 gross square feet. The appraisers
are unaware of any lease amendments altering the above mentioned minimum parking
requirements. The value estimates found herein are subject to tenant approval of
the parking ratio as proposed.


                                                       H. J. Porter & Associates
<PAGE>

                                                                               2


ENVIRONMENTAL CONSIDERATIONS

No current Environmental Site Assessment was provided to the appraisers. The
appraised value contained herein assumes that the subject is free of any
environmental contamination or atypical soil conditions. Should there be
environmental related issues, the right to review the appraised values is
reserved by the appraisers.

AMERICANS WITH DISABILITIES ACT

The Americans with Disabilities Act ("ADA") became effective January 26, 1992.
The appraisers have not made a specific compliance survey and analysis of this
property to determine whether or not the proposed improvements are in conformity
with the various detailed requirements of the ADA. If not, this fact could have
a negative effect upon the value of the property. Possible non- compliance with
the requirements of ADA in estimating the value of the property has not been
considered.

SCOPE OF THE ASSIGNMENT

The subject property, a neighborhood shopping center, is one of fifteen shopping
centers to be included in a portfolio of retail shopping centers that will be
cross collateralized, under single management, and subject to strict release
provisions.

The subject property is existing and is proposed for renovation under its
current use a community shopping center. The property is valued at two points in
time which reflect the different stages of renovation. The primary analysis
presented in this report is the value "At Completion of Proposed Renovation".
This value estimate considers the prospective value of the property as of the
date of completion of the on-going renovation and proposed 2,800 square foot
shop space addition, which is projected by the developer for October 1, 1997.
The "As Is" value reflects the estimated value of the property as of the Date of
Inspection. The value "As Is" is estimated by deducting the remaining estimated
costs of the on-going renovation and an allowance for developer's profit from
the value "At Completion of Proposed Renovation".

The scope of the assignment includes undertaking the three recognized approaches
to value with consideration given to the current status of the retail market in
the Pensacola area. In the Cost Approach, local Realtors(R) and Appraisers were
contacted and a search of public records was made to locate comparable land
sales. A detailed inspection of the property was made. Construction detail was
provided to the appraisers by Woody Camp and Tom Newton, with Newton, Oldacre,
McDonald, project developers. Cost calculations were taken from the Marshall
Valuation Service, a recognized national cost service indexed to the Pensacola
market.


                                                       H. J. Porter & Associates
<PAGE>

                                                                               3


SCOPE OF THE ASSIGNMENT - (CONTINUED)

In the Income Approach to Value a survey of local retail market conditions was
made by interviews with local leasing and management agents. Estimates of market
rent for the non-anchor tenants were made. Expense comparables were studied to
estimate appropriate expense deductions. The resulting net operating income was
capitalized into a value estimate with an overall capitalization rate. The
overall capitalization rate was derived from market sales, built-up rates using
current market rates for debt and equity and from published investor surveys.
Recent discussions with shopping center investors indicate that primary purchase
decisions are based on direct capitalization of stabilized net operating income.

Local Realtors(R) and Appraisers were interviewed to locate sales of comparably
improved properties. The sales located were compared to the subject with
adjustments made for items of difference. The three approaches to value were
reconciled to indicate a value estimate "At Completion of Proposed Renovation."
Finally, the "As Is" value of the property was calculated by deducting the
estimated cost of renovation including the addition of developers profit from
the value "At Completion of Proposed Renovation."

DATE OF VALUE ESTIMATE/DATE OF REPORT

The subject property is valued at two points in time which reflect different
stages of renovation. The subject is appraised "At Completion of Proposed
Renovation." According to information provided by Newton, Oldacre, McDonald,
project developer, construction on all of the improvements, except Winn-Dixie,
will be complete by October 1, 1997. It should be noted that the Winn Dixie
additions and renovations have not yet been performed. However, the landlord has
paid Winn Dixie its contribution for the proposed additions and renovations to
their store, and the Winn Dixie lease amendment has been executed. Thus, even
though the proposed property improvements to the Winn Dixie space have not yet
occurred, Winn Dixie has begun paying the new established rental rate. As such,
the value "At Completion of Proposed Renovation" is made effective as of October
1, 1997.

The property is also appraised "As Is" which reflects the value of the property
as of the date of inspection being prior to completion of the on-going
renovation and proposed 2,800 square foot shop space addition. This date of
value is made effective as of August 13, 1997, being the most recent date of
inspection by the Associate Appraiser.

The data utilized in preparing this appraisal was researched, gathered and/or
updated during the period August 9, 1997, to August 30, 1997. The date of the
appraisal report is made effective as of the date of transmittal letter.


                                                       H. J. Porter & Associates
<PAGE>

                                [GRAPHIC OMITTED]

                             [LOCATION MAP OMITTED]
<PAGE>

                                                                               4


EXPOSURE TIME

The estimated exposure time for the subject property, to obtain the values
communicated herein, is estimated to have been one year or less. This exposure
period assumes competent sales and marketing efforts, the property is maintained
in a marketable condition, and that the property is sold for "market value" as
defined herein. The estimated exposure period is based upon the marketing period
for the comparable sales found in the Sales Comparison Approach. Further support
is offered by the Second Quarter of 1997 Korpacz Real Estate Investor Survey,
which indicates an average marketing time of 8.70 months.

PROPERTY OWNERSHIP

The subject property is under the ownership of:

                            Nine Mile Partners, Ltd.
                                 P.O. Box 680176
                              250 Washington Street
                            Prattville, AL 36067-3603

The subject property was purchased by the current owners on February 18, 1997
from Ninemile Property Managers, Ltd for $7,051,500. Since the date of purchase,
the Winn-Dixie lease has been renegotiated at a significantly higher rate and
significant property upgrades are underway. No other transactions involving the
subject property have occurred in the five years prior to the date of appraisal.
To the best of our knowledge, there are no pending offers to purchase the
subject property nor is it currently listed for sale.

PROPERTY LOCATION

The subject property is located in a unincorporated area of Escambia County,
Florida. The north margin of Nine Mile Road forms the south side of the property
while Music Lane and Chemstrand Road form the east and west boundaries,
respectively. Approximately 1.7 miles west of the site is Pensacola Blvd. The
site lies approximately 2 miles north of I-10, and 8 miles northwest of the
central business district of Pensacola. The property is located by street
address as:

                                 Nine Mile Plaza
                             312 East Nine Mile Road
                            Pensacola, Florida 32514


                                                       H. J. Porter & Associates
<PAGE>

                                                                               5

ZONING/PUBLIC UTILITIES

The subject property is located in an unincorporated area of Escambia County,
Florida and falls under the county's zoning jurisdiction. The property is
currently zoned C-2, General Commercial District which allows for shopping
center use. Zoning regulations for this property type and district require front
and rear yard minimum setbacks of 15 feet and a side yard of 10 feet. For
property adjoining a residential district, screening must be provided. There is
no minimum site area or width. The maximum site coverage is 85%. One parking
space per 500 square feet of building area is required. Based on these
requirements, the proposed improvements appear to comply with existing zoning
regulations. The subject has access to all necessary public utilities, including
electric, gas, water, sewage and telephone. The major utility providers include
BellSouth, Gulf Power, Escambia Utilities Authority (water/sewer), and Energy
Services of Pensacola (natural gas). Public services such as police and fire
protection are amply provided for by Escambia County.


                                                       H. J. Porter & Associates
<PAGE>

                                                                               6


LEGAL DESCRIPTION/LAND SIZE

Based on the As Built survey, as provided to the appraisers by Woody Camp with
the project developer, the subject property is legally described as:

      Commence at the Southwest corner of Section 7, Township 1 South, Range 30
      West, Escambia County, Florida; Thence go North 01(degrees)13'41" East
      along the West line of the aforesaid Section 7 a distance of 98.36 feet to
      the Northerly right-of-way line of U.S. Highway 90 (9 Mile Road, 20'R/W);
      Thence go South 88(degrees)17'00" East along the Northerly right-of-way
      line of U.S. Highway 90 a distance of 191.71 feet to the point of
      beginning; thence go North 01(degrees)05'59" East a distance of 140.00
      feet; thence go North 88(degrees)17'00" West a distance of 140.00 feet to
      the Easterly right-of-way line of Chemstrand Road (State Road No. 292.100'
      R/W); thence go North 01(degrees)05'59" East along said Easterly
      right-of-way line a distance of 426.39 feet to the Southwest corner of
      Whispering Pine Subdivision as recorded in Plat Book 4 at Page 26 of the
      Public Records of Escambia County, Florida; thence go South
      88(degrees)19'24" East along the South line of the aforesaid Whispering
      Pines Subdivision a distance of 1060.39 feet; thence departing said South
      line South 01(degrees)10'23" West a distance of 17.57 feet; thence go
      South 88(degrees)19'24" East a distance of 181.31 feet to the Westerly
      right-of-way line of Music Lane (66' R/W); thence go South
      01(degrees)10'23" West along the aforesaid Westerly right-of-way line of
      Music Lane a distance of 549.67 feet to the Northerly right-of-way line of
      the aforementioned 9 Mile Road; thence go North 88(degrees)17'00" West
      along the aforesaid right-of-way line a distance of 1100.99 feet to the
      point of beginning. The above described parcel of land is situated in
      Section 7, Township 1 South, Range 30 West, Escambia County, Florida, and
      contains 15.63 acres.

Based on this description, the subject property is irregular in shape and
contains a total land area of 15.63 acres. The subject property has 1,102.38
feet of frontage on Nine Mile Road, 549.30 feet on Music Lane, and 426.39 feet
on Chemstrand Road.

As indicated previously, the subject property is one of fifteen shopping centers
to be included in a portfolio of retail shopping centers that will be cross
collateralized, under one management, and subject to stringent release
provisions. The other shopping centers included in the portfolio are listed as
follows:

Greenbrier Station Shopping Center
Anniston, AL

Clanton Marketplace
Clanton, AL

Betts Crossing Shopping Center
Opelika, AL
Opp Marketplace
Opp, AL

Russell Crossing Shopping Center
Phenix City, AL


                                                       H. J. Porter & Associates
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                                                                               7


LEGAL DESCRIPTION/LAND SIZE - (CONTINUED)

29 North Shopping Center
Cantonment, FL

59 West Shopping Center
Bessemer, AL

Parker Shopping Center
Parker, FL

The "Y" Shopping Center
Panama City Beach, FL

Mandeville Marketplace
Mandeville, LA

Brownsville Place Shopping Center
Brownsville, TN

Chicot Crossing Shopping Center
Pascagoula, MS

Delchamps Plaza
Long Beach, MS

One Main Place
Moss Point, MS

AD VALOREM TAX ANALYSIS

The subject parcel is under the taxing authority of the Escambia County Tax
Collector's Office and is found on the tax rolls as:

Assessed to:                        Nine Mile Property Managers Partnership
                                    27421 Polaris St.
                                    Orange Beach, Alabama 36561

Parcel I.D. #:                      07-1S-30-2301-000-000


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                                                                               8

AD VALOREM TAX ANALYSIS - (CONTINUED)

Value:                              Land:                     $1,145,480
                                    Improvements:             $3,606,940
                                                              ----------
                                    Total:                    $4,752,420
Annual Tax:                         $89,901.53

The subject property is undergoing a renovation and a proposed 2,800 square foot
addition. Therefore, taxes for the completed shopping center must be estimated.
In order to estimate the ad valorem tax for the subject at completion, current
tax values for several other comparable shopping centers are analyzed on a per
unit basis. Total tax in Escambia County for commercial property is based on the
current millage rate as applied to the assessed value as determined by the
county appraisers office. The current millage rate for the subject area is
18.917 mills.

The tax comparables utilized include:

<TABLE>
<CAPTION>
===================================================================================================
                                       Ad Valorem Tax Analysis
===================================================================================================
                                                                         North Plaza
                           Subject Nine Mile                 Food World     Shopping
Name                                   Plaza                Supercenter       Center  Ensley Square
- ---------------------------------------------------------------------------------------------------
<S>                               <C>                        <C>          <C>            <C>       
Year Built                              1985                       1992         1986           1976
Size of Improvements                 184,949                     59,866       84,638         60,630
Total Market Value                $4,752,420                 $2,574,330   $2,353,230     $2,144,230
Value per sq.ft. - Total              $25.70                     $43.00       $27.80         $35.37
===================================================================================================
Total Estimated Tax Value            190,137 sq.ft.(GLA) x       $35.00   per sq.ft.     $6,654,795
Millage                                                                                    0.018917
                                                                                         ----------
Estimated Tax                                                                              $125,889
===================================================================================================
</TABLE>

The subject's size is based on the gross leasable area of the improvements,
including the proposed 2,800 square foot addition and the proposed addition to
Winn Dixie. Based on this comparison, the subject's stabilized assessment,
considering the renovation underway and the proposed additions, is estimated at
$35.00 per square foot. Using the 1996 millage of .018917, the stabilized ad
valorem tax burden is estimated at $125,889, or $126,000, rounded.


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                                                                               9


PURPOSE OF APPRAISAL/DEFINITION OF VALUE

This appraisal is made for the purpose of estimating the market value of the
subject property. The value estimate "As Is" reflects the leased fee interest in
the subject property as of the Date of Inspection and prior to completion of the
renovation and building addition. The value "At Completion of Proposed
Renovation" is the leased fee interest in the subject after completion of
renovation and proposed additions.

Market Value is defined by the Appraisal Standards Board of the Appraisal
Foundation in the Uniform Standards of Professional Appraisal Practice as:

      The most probable price which a property should bring in a competitive and
      open market under all conditions requisite to a fair sale, the buyer and
      seller, each acting prudently and knowledgeably, and assuming the price is
      not affected by undue stimulus. Implicit in this definition is the
      consummation of a sale as of a specified date and the passing of title
      from seller to buyer under conditions whereby:

1.    Buyer and seller are typically motivated;

2.    Both parties are well informed or well advised, and acting in what they
      consider their own best interest;

3.    A reasonable time is allowed for exposure in the open market;

4.    Payment is made in terms of cash in U.S. Dollars or in terms of financial
      arrangements comparable thereto; and

5.    The price represents the normal consideration for the property sold
      unaffected by special or creative financing or sales concessions granted
      by anyone associated with the sale.

RIGHTS APPRAISED

The ownership interest in the subject property appraised is the "Leased Fee
Estate." The Dictionary of Real Estate Appraisal, 3rd Edition, Page 204, defines
Leased Fee Estate as, " an ownership interest held by a Landlord with the right
of use and occupancy conveyed by lease to others. The rights of lessor "the
leased fee owner" and the leased fee are specified by contract terms contained
within the lease." A lease synopsis for each of the subject's tenants is found
in the Addendum.


                                                       H. J. Porter & Associates
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                                                                              10


AREA ANALYSIS - PENSACOLA, FLORIDA

The Pensacola Metropolitan Statistical Area (MSA) consists of two counties -
Escambia and Santa Rosa. The City of Pensacola, is the largest city in the MSA,
and an analysis of the subject's environment should begin with the City of
Pensacola and the MSA in general. The four basic factors which must be
considered in analyzing an area include:

         1 - Physical and Locational Factors
         2 - Economic Considerations
         3 - Governmental Considerations
         4 - Social Factors

Each of these factors is discussed with conclusions as to their effect on the
subject property.

Physical and Locational Factors

The Pensacola Metropolitan Area is located in the extreme western section of the
Florida panhandle. The area is bordered to the north by Escambia County,
Alabama, to the east by Okaloosa County, Florida, to the south by the Gulf of
Mexico, and to the west by Baldwin County, Alabama. The Pensacola MSA covers a
land area of 1,685 square miles. The City of Pensacola is the dominant urban
area in the region. The smaller municipalities in the area include Milton, Pace,
Gulf Breeze, and Cantonment.

The city is recognized for its excellent port facility and deep water channel.
The channel extends the length of Pensacola Bay from the Gulf of Mexico. This
water channel connects with the inland industrial facilities found along the
Escambia River. Pensacola is moderately industrialized with a relatively diverse
range of industries attracted to the area's waterway system and port facilities,
as well as the area's natural resources.

The area's land, water and air transportation system as well as terminal
facilities are well developed and play an important role in the operation and
growth of the economy. As expected by a port city, the dominant system is the
water transport system accommodating ocean-going and inland river/canal
transport and supporting the area's industrial base. The Pensacola area is
served by 3 federal highways, 1 interstate highway system, 2 railroad systems, 6
commercial airlines, 1 bus line and numerous steamship/barge lines.

The interstate highway system makes Pensacola an excellent base for
distribution. Interstate 10 extends through Escambia and Santa Rosa Counties,
and offers east-west access from Jacksonville, Florida to San Diego, California.
Interstate 65 is located in Mobile 65 miles to the west. This interstate
originates in south central Mobile and extends northwardly terminating in
Chicago, Illinois. Both interstates are heavily traveled and accommodate a large
volume of local and long


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AREA ANALYSIS - PENSACOLA, FLORIDA (CONTINUED)

Physical and Locational Factors

distance traffic. Construction has been completed on the I-110 spur to Downtown
Pensacola. These improvements will continue to provide an excellent highway
system necessary for commerce.

Water transportation has contributed significantly to the economic development
of the area. The City operates the Port of Pensacola. There is a total of 50
acres of port facility with 460,000 sq.ft. of warehouse space. Convenient access
to both railway and interstate transportation is available at the port. Freight
rail service in the Pensacola area is provided by Burlington Northern and CSX
Transportation. Passenger service is provided by Amtrak.

Economic Considerations

The Pensacola Metropolitan Area has a relatively diverse economic base, with the
major industries being paper, chemicals, auto parts, textiles and electronics.
These industries are attracted to the area's natural resources which include
abundant water supplies required for paper and chemical processing (and
transportation), extensive timber lands in the surrounding areas that provide
raw materials for paper production, a port and river system that support water
transport and oil and gas reserves. Additionally, the mild climate and abundant
recreational water (and related) resources are fueling a growing
tourist/convention industry.

Per Capita Income in an area indicates the overall potential of residential and
retail sectors of the local real estate industry. In the case of residential
property, increasing income at a rate greater than inflation influences the
trade-up factor in housing whereby individuals are able to purchase more
expensive housing or are able to renovate and add to their existing homes.
Retail sales also benefit when people have more disposable income. Per Capita
Income in Pensacola has increased by a factor of 86.6% between 1980 and 1990.
This trend is projected to soften to a rate of 57.8% in the current decade. The
following table illustrates historical and projected Per Capita Income for
Escambia County.


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AREA ANALYSIS - PENSACOLA, FLORIDA (CONTINUED)

Economic Considerations - (Continued)

           ======================================================= 
                     ESCAMBIA COUNTY - Per Capita Income           
                     (in Millions, rounded to Thousands)           
           ======================================================= 
                        1970                                 3,282 
                        1980                                 8,039 
                        1990                                15,002 
                        1995                                18,509 
                        2000                                23,668 
                        2005                                30,351 
           ======================================================= 
            Source: Pensacola Area Chamber of Commerce, Dept. of   
                            Economic Development                   
           ======================================================= 

The regions major financial and lending institutions maintain a presence in the
Pensacola area. Major banks include, AmSouth, SouthTrust, Compass, Barnett,
Whitney, SunTrust, and First Union. These banks serve the needs of the region
with the capacity to handle the larger lending needs of business and industry.

As an indicator of a growing economic base, taxable retail sales have increased
over the past several years. The greatest growth took place in 1992 during the
nationwide economic recovery following the recession of the early 1990's. Since
1992 the rate of sales growth has slowed to a more sustainable level. The
following table demonstrates the change in retail sales since 1990.

    ====================================================================
                TAXABLE RETAIL SALES - PENSACOLA MSA
    ====================================================================
          Year                   Total               % Change
    --------------------------------------------------------------------
          1990               2,457,842,135                         4.9
          1991               2,463,296,714                          .2
          1992               2,728,671,683                        10.7
          1993               2,936,165,865                         7.6
          1994               3,126,552,039                         6.5
    ====================================================================
    Source: Pensacola Area Chamber of Commerce, Dept. of Economic
                            Development
    ====================================================================

As noted previously, the occupational structure of the Pensacola economy is
changing rapidly. The fastest growing fields are in the services sector. This
change has been most evident in the healthcare field. Healthcare is now the
largest private employer in the Pensacola area. However, the largest total
employment in the region is in government positions. Of the twelve largest
employers in the area, all levels of government account for more than 67% of the
total employment. The presence of the U.S. Navy has had a great impact on the
city for many decades. As the U.S. military began contracting in the Post Cold
War era, Pensacola actually saw little impact on its regional economy


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AREA ANALYSIS - PENSACOLA, FLORIDA (CONTINUED)

Economic Considerations - (Continued)

due to the contraction. This was due to the realignment of several military
training operations which were reassigned to the Pensacola area.

The following table illustrates the twelve largest employers in the Pensacola
area.

=============================================================================
                          PENSACOLA MSA MAJOR EMPLOYERS
=============================================================================
Company                                                             Employees
- -----------------------------------------------------------------------------
Federal Government                                                     17,864
Local Government                                                        8,204
State of Florida                                                        3,996
Baptist Health Care (Health Care)                                       2,990
Sacred Heart Hospital (Health Care)                                     2,364
Monsanto Company (Nylon Fiber/Industrial Organic Chemicals)             1,500
HCA West Florida Regional Medical Center (Health Care)                  1,500
Gulf Power Company (Electric Utility)                                   1,523
Lakeview Center (Health Care)                                           1,300
Champion International Corporation (Paper Products)                     1,110
First Data Corporation                                                  1,100
Medical Center Clinic (Health Care)                                     1,127
=============================================================================
Source: Pensacola Area Chamber of Commerce, Dept. of Economic Development
=============================================================================

Governmental Considerations

The City of Pensacola has a Council-Manager form of government. The Council
consists of 10 members elected for two year terms. The Manager is elected by the
Council and oversees the daily operation of city government. A Mayor is also
elected by the Council. The mayor only presides at council meetings but is not
allowed to vote.

Escambia County is governed by a five member commission. These commissioners are
elected for four year terms from the five county districts. An Administrator is
elected by the Commission to oversee county operations.

Both the county and city administer their own zoning ordinances. Regional issues
are handled by the West Florida Regional Planning Council. Building inspections
are required for properties located in either the city or county. Each
government entity maintains its own building department which provide inspection
service and zoning compliance certification.

Public safety is handled by each individual government. The City of Pensacola
maintains its own police force as well as employing over 100 fire fighters. In
the areas of the county the Escambia County Sheriff's office provides police
protection while there are 16 volunteer fire stations.


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AREA ANALYSIS - PENSACOLA, FLORIDA (CONTINUED)

Governmental Considerations - (Continued)

Florida has no individual income tax. Property and sales taxes provide necessary
revenues to operate local government. Sales tax is levied on tangible items
including rents, but is not levied on groceries and medicine. The current sales
tax rate is 7%. A corporate income tax of 5.5% is levied using a prescribed
formula.

Public utilities are provided by several major service providers. These include
electricity by Gulf Power, telephone by BellSouth, gas by Energy Services of
Pensacola, and water and sewer by Escambia County.

Social Considerations

Pensacola was first settled in 1559 by Don Tristan de Luna, a Spanish colonizer.
Pensacola is known as the city of Five Flags, having been under the rulership of
Spanish, French, British, Confederate, and United States governments. The city
has the distinction of being the oldest settlement in Florida, and was
established some six years prior to the colonization of St. Augustine. This
diverse background has had a strong influence on the societal and cultural
development of the area.

The cultural influences of old world Europe have directly impacted the
architectural styles found throughout the city. The center of the city is
Seville Quarter. This area is part of the original French settlement in
Pensacola. Seville Quarter has been preserved and today serves as a centerpiece
for entertainment and cultural activity. The architectural style found in the
district is French Colonial with ornate iron work ornamentation and traditional
brick construction.

The proximity of Pensacola to the Gulf of Mexico has undoubtedly been the
greatest influence on the city. Today the Gulf and Pensacola Bay are home to
much larger ocean going vessels than the Spanish Galleons that ported here in
the 1500's. The United States Navy has the greatest maritime presence in the
Pensacola area at present. Currently, there are several thousand Navy personnel
based out of area stations and fields. The largest Naval facility in the area is
Naval Air Station Pensacola.

A statistical study of the Pensacola area is best undertaken by examining the
Pensacola MSA and more specifically Escambia County. The Pensacola MSA consists
of the two most westerly counties in the Florida panhandle. These counties are
Santa Rosa County to the East and Escambia County to the West. The City of
Pensacola is located in Escambia County, the most populous county in West
Florida.

The population of the Pensacola MSA has steadily increased over the past several
decades with the greatest growth expected in the period between 1990 and 2000.
The population of the MSA increased by increased by 9.5% between 1990 and 1995,
an average annual increase of 1.9%.


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AREA ANALYSIS - PENSACOLA, FLORIDA (CONTINUED)

Social Considerations - (Continued)

The following table illustrates the historical increase as well as expected
population trends for the coming decade.

                   ===========================================
                           POPULATION - PENSACOLA MSA
                                   (Thousands)
                   ===========================================
                        1970                       244.7
                        1980                       291.2
                        1990                       345.4
                        1995                       378.3
                        2000                       413.0
                        2005                       438.5
                   ===========================================
                   Source: Pensacola Area Chamber of Commerce,
                          Dept. of Economic Development
                   ===========================================

Household formation is one other factor which greatly influences the
characteristics of an area. In the case of Pensacola household formation has
outpaced general population growth. This factor influences the residential real
estate market in particular in that more housing is necessary in order to
accommodate the additional growth in the total number of households. The
following table illustrates household growth in Escambia County in the recent
past.

                   ===========================================
                              NUMBER OF HOUSEHOLDS
                                 Escambia County
                   ===========================================
                        1970                      60,800
                        1980                      81,300
                        1990                      98,800
                        1995                     106,600
                        2000                     114,800
                        2005                     121,100
                   ===========================================
                   Source: University of Florida, Bureau of
                         Economic and Business Research
                   ===========================================

Unemployment in the second quarter of 1996 for the Pensacola MSA, was estimated
at 4%. This figure illustrates a figure 1% below the average for the state of
Florida and the U.S. as a whole. Unemployment is expected to remain low into the
following year.

As noted in the following table, the fastest growing employment sector in the
region is service producing. The expected growth between 1990 and 1995 is near
250%. The indication is that the Pensacola area is experiencing a rapid
transformation from being an industrial and manufacturing city to a financial
and technological center.


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AREA ANALYSIS - PENSACOLA, FLORIDA (CONTINUED)

Social Considerations - (Continued)

The following table illustrates expected trends in employment shifts by
category.

================================================================================
                            EMPLOYMENT BY CATEGORIES
                                  Pensacola MSA
================================================================================
                                                                        % Change
                                   1980     1990     1995     2000   (1990-1995)
- --------------------------------------------------------------------------------
Construction                      5,200    7,400    7,800   21,300          +5.4
Manufacturing                    14,200   12,800   11,900   11,200          -7.0
Transportation/Public Utilities   3,600    4,000    6,700    6,300         +67.5
Wholesale Trade                   2,500    4,100    5,000    5,700         +22.0
Retail Trade                     11,800   18,900   27,000   29,300         +42.9
Finance/Insurance/Real Estate     2,700    4,300    5,600    5,800         +30.2
Services                          9,300    9,900   34,600   45,500        +249.5
Government                       18,300   25,200   30,100   30,000         +19.4
Total Non-farm Employment        97,600  129,700  143,200  159,800         +10.4
================================================================================
Source: Pensacola Area Chamber of Commerce, Dept. of Economic Development
================================================================================

The University of West Florida, Pensacola Junior College, Troy Sate University
- -Florida Region, and Pensacola Christian College all provide undergraduate and
post graduate educational opportunities to area residents. The schools presently
serve approximately 50,000 students annually. Public schools in the Pensacola
area are well recognized for providing a quality education. The special
offerings for public school participants include international and medical
training programs.

Numerous cultural activities are scheduled throughout the year, to include
symphony and chamber music concerts, ballet, theatre, and opera. Major area
attractions include Seville Quarter, the areas restored french quarter, the
National Museum of Naval Aviation, the Pensacola Civic Center, and Pensacola
Beaches. Major events held in Pensacola on an annual basis include Mardi Gras in
February, the Fiesta of Five Flags in June, the Spring Jazz Festival.

Recreational facilities abound throughout the Pensacola region. There are more
than a dozen public and private golf courses in the area. An annual PGA seniors
event is sponsored in the Pensacola area. Gulf coast beaches also provide prime
recreational opportunities.


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AREA ANALYSIS - PENSACOLA, FLORIDA (CONTINUED)

Conclusion

Pensacola is recognized as a major commercial center for the State of Florida,
and the West Florida Gulf Coast. With excellent facilities including
interstates, railways, airports, and deep water sea ports, the areas
transportation network serves to promote the desirability of Pensacola for
Industrial and Commercial development. In addition to necessary infrastructure,
the concerted efforts of local economic development agencies has greatly
enhanced Pensacola's image as an industry and commerce friendly community. An
abundance of social and cultural activities serve to promote the livability of
the Pensacola metro area. The ability of Pensacola to attract investment capital
should serve to promote sustained growth through the foreseeable future.


                                                       H. J. Porter & Associates
<PAGE>

                               SUBJECT PHOTOGRAPHS

                                 [PHOTO OMITTED]

1.    Front View

2.    Front View

3.    View from across Nine Mile Road

4.    View of Interior Mall Area

5.    Rear View

6.    Popeye's Store

7.    Burger King Store

8.    Neighborhood View to the East along Nine Mile Rd.

9.    Neighborhood View to the West along Nine Mile Rd.


                                                       H. J. Porter & Associates
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                               SUBJECT PHOTOGRAPHS

                                 [PHOTO OMITTED]

1.    Front View

2.    Front View

3.    View from across Nine Mile Road

4.    View of Interior Mall Area

5.    Rear View

6.    Popeye's Store

7.    Burger King Store

8.    Neighborhood View to the East along Nine Mile Rd.

9.    Neighborhood View to the West along Nine Mile Rd.


                                                       H. J. Porter & Associates
<PAGE>

                               SUBJECT PHOTOGRAPHS

                                 [PHOTO OMITTED]

1.    Front View

2.    Front View

3.    View from across Nine Mile Road

4.    View of Interior Mall Area

5.    Rear View

6.    Popeye's Store

7.    Burger King Store

8.    Neighborhood View to the East along Nine Mile Rd.

9.    Neighborhood View to the West along Nine Mile Rd.


                                                       H. J. Porter & Associates
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                               SUBJECT PHOTOGRAPHS

                                 [PHOTO OMITTED]

1.    Front View

2.    Front View

3.    View from across Nine Mile Road

4.    View of Interior Mall Area

5.    Rear View

6.    Popeye's Store

7.    Burger King Store

8.    Neighborhood View to the East along Nine Mile Rd.

9.    Neighborhood View to the West along Nine Mile Rd.


                                                       H. J. Porter & Associates
<PAGE>

                               SUBJECT PHOTOGRAPHS

                                 [PHOTO OMITTED]

1.    Front View

2.    Front View

3.    View from across Nine Mile Road

4.    View of Interior Mall Area

5.    Rear View

6.    Popeye's Store

7.    Burger King Store

8.    Neighborhood View to the East along Nine Mile Rd.

9.    Neighborhood View to the West along Nine Mile Rd.


                                                       H. J. Porter & Associates
<PAGE>

                               SUBJECT PHOTOGRAPHS

                                 [PHOTO OMITTED]

1.    Front View

2.    Front View

3.    View from across Nine Mile Road

4.    View of Interior Mall Area

5.    Rear View

6.    Popeye's Store

7.    Burger King Store

8.    Neighborhood View to the East along Nine Mile Rd.

9.    Neighborhood View to the West along Nine Mile Rd.


                                                       H. J. Porter & Associates
<PAGE>

                               SUBJECT PHOTOGRAPHS

                                 [PHOTO OMITTED]

1.    Front View

2.    Front View

3.    View from across Nine Mile Road

4.    View of Interior Mall Area

5.    Rear View

6.    Popeye's Store

7.    Burger King Store

8.    Neighborhood View to the East along Nine Mile Rd.

9.    Neighborhood View to the West along Nine Mile Rd.


                                                       H. J. Porter & Associates
<PAGE>

                               SUBJECT PHOTOGRAPHS

                                 [PHOTO OMITTED]

1.    Front View

2.    Front View

3.    View from across Nine Mile Road

4.    View of Interior Mall Area

5.    Rear View

6.    Popeye's Store

7.    Burger King Store

8.    Neighborhood View to the East along Nine Mile Rd.

9.    Neighborhood View to the West along Nine Mile Rd.


                                                       H. J. Porter & Associates
<PAGE>

                               SUBJECT PHOTOGRAPHS

                                 [PHOTO OMITTED]

1.    Front View

2.    Front View

3.    View from across Nine Mile Road

4.    View of Interior Mall Area

5.    Rear View

6.    Popeye's Store

7.    Burger King Store

8.    Neighborhood View to the East along Nine Mile Rd.

9.    Neighborhood View to the West along Nine Mile Rd.


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                                                                              18


NEIGHBORHOOD ANALYSIS

The term neighborhood is defined in "The Appraisal of Real Estate" 11th Ed. at
page 189 as "a group of complementary land uses." The four basic factors which
must be considered in analyzing a neighborhood or district, as in an area
analysis are:

(1)   Physical and Locational Factors
(2)   Economic Considerations
(3)   Governmental Considerations
(4)   Social Considerations

Each of these factors is discussed briefly with conclusions as to their effect
on the subject property.

Physical and Locational Factors

The subject property lies north of Interstate 10, in an unincorporated part of
Escambia County, Florida. The neighborhood lies generally north of the City of
Pensacola. The neighborhood boundaries are Pine Forest Road to the West, Old
Chemstrand Rd. to the north, Davis Highway to the east, and I-10 to the south.
The subject property is located just east of the intersection of U.S. Hwy. 29
(Pensacola Blvd.) and Nine Mile Road. Chemstrand Road is a primary north/south
route that runs along the west side of the subject site.

The primary traffic routes through the subject neighborhood include, Nine Mile
Road, Pensacola Boulevard, Palafox Highway, Chemstrand Road, Pine Forest Road,
University Parkway, and Olive Road. The major north/south arteries are Pensacola
Blvd., Palafox Hwy., Pine Forest Rd., Davis Hwy., Chemstrand Rd., and University
Pkwy. The major east/west arteries are Nine Mile Rd. and Olive Rd.

The subject neighborhood is in the growth period of its life cycle, with a mix
of residential and supporting commercial use most predominant. As residential
development continues, demand for supporting commercial property should
increase, positively affecting property value. This is evident by the
redevelopment of the subject property and the other new shopping center sites.
One industrial area is located in the north part of the neighborhood and
contains a steam operated power plant.

Despite some older development within the neighborhood, the demand for vacant
residential land is strong. Several new residential subdivisions have been
developed over the past few years. Residential development characteristics in
the subject's immediate area are best classified as mid to upper income, with
home prices in the $100,000 to $250,000 range. The average age of area housing
is about 20 years.


                                                       H. J. Porter & Associates
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                                                                              19


NEIGHBORHOOD ANALYSIS - (CONTINUED)

Physical and Locational Factors

The topographic features of the neighborhood range from relatively level to
rolling. Most commercial development has been undertaken on land with a level
character similar to the subject's. Based on an inspection of area flood maps,
the subject site is not located in a flood prone area.

Utilities available to the area are serviced by major providers such as the City
of Pensacola, Escambia County, Gulf Power, and BellSouth. These utilities
include electricity, gas, telephone, water, sewer, and cable television.

Economic Considerations

The most important trend in the growth of the North Pensacola area is an
increase in service employment opportunities. Several companies have located
operations in the Pensacola area in the past few years. The area is becoming
well recognized as a center of financial and health services for the west
Florida area. One such employer is the West Florida Regional Medical Center
located in the eastern section of the subject neighborhood.

Neighborhood trends are upward. The neighborhood is experiencing both commercial
and residential growth. Several new single-family subdivisions were discovered
during the neighborhood inspection. The neighborhood has good access to downtown
Pensacola and surrounding employment centers by way of U.S. Highway 29,
Interstate Highway 10, and Interstate Highway 110.

One may conclude that the subject area is a viable place for new development.
This is based on the continued acquisition by developers of vacant commercial
and residential land in the broader subject neighborhood. This trend is expected
to continue which will positively effect the marketing for retail space.

There are several neighborhood and community shopping centers that compete with
the subject. Two new neighborhood centers were discovered in the market. The
Albertson's center located three miles west of the subject is in initial
lease-up. The shop space rental rate in this center ranges from $10.50- $12.00
per square foot. One other new center is nearing completion on U.S. Hwy. 29,
three miles north of the subject. This center is anchored by Winn Dixie and
Revco and has only two shop spaces. Both of these shops are leased with rental
rates of $10.00 and $11.50. Three other shopping centers in the area have rents
ranging from $7.00 -$12.00 per square foot. Market occupancy appears to be
significantly better in newer or renovated centers than in older centers.


                                                       H. J. Porter & Associates
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                                                                              20


NEIGHBORHOOD ANALYSIS - (CONTINUED)

Governmental Considerations

The neighborhood is located in an unincorporated area of Escambia County, and is
governed by a Commission form of government. The County maintains its own
planning and zoning regulations, administered by Escambia County Growth
Management. The County has historically taken a proactive approach to commercial
development while attempting to protect the areas with significant historic
development as well as areas of environmental concern. The subject is located
along a major traffic artery. The area of these arteries is currently zoned for
business development.

Property taxes in Escambia County are favorable when compared to Florida cities.
The current tax rate for property located in the County is $18.917 per $1,000 of
assessed value. The City of Pensacola's tax is higher at $23.479 per $1,000. The
higher tax rate allows the City to fund necessary and desirable community
services.

The public school system in the area provides adequate educational opportunities
for neighborhood residents. Additionally, there are many fine private schools
located in the City of Pensacola. The County also provides police and fire
protection for the areas of the County.

Social Considerations

The subject's immediate area has a good reputation as a quality residential
neighborhood. The neighborhood is well located with regard to the quality and
availability of services, including medical, educational, recreational,
cultural, and commercial. These services are readily accessible within and near
the subject neighborhood.

Area schooling is considered some of the best in the state. Public schools,
however, generally score below area private schools on standardized tests.
Though, both generally score better than the national average. The City of
Pensacola has had a history of offering an excellent choice of private schools
to area residents. Public recreation facilities, such as parks and community
centers, are found throughout the neighborhood. Drummond Park located just east
of the subject offers some excellent recreational opportunities. Other necessary
community services, such as hospitals are in close proximity.

Conclusion

Based on available evidence, the subject neighborhood contains the necessary
elements to support continued real estate development. Neighborhood trends are
upward, as new residential and commercial developments were observed.


                                                       H. J. Porter & Associates
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                                    SITE PLAN

                                [GRAPHIC OMITTED]
<PAGE>

                                                                              21


SITE ANALYSIS

The north margin of Nine Mile Road forms the south side of the subject property
while Music Lane and Chemstrand Road form the east and west boundaries,
respectively. The site lies approximately 1.7 miles east of Pensacola Blvd.
Interstate Highway 10 lies approximately two miles south, while the central
business district of Pensacola is eight miles southeast. The total site consists
of 15.63 acres. The individual site characteristics of the shopping center site
are as follows:

Size:                      15.63 Acres

Shape:                     Irregular

Street Frontage:           1,102.38 feet on Nine Mile Road, 549.30 feet on Music
                           Lane, and 426.39 feet Chemstrand Road.

Curb-cuts:                 Access to the subject property is by way of curb cuts
                           along Nine Mile Road, Chemstrand Road, and Music
                           Lane.

Excess Land:               None

Topography:                Nearly level

Drainage/Flood
Hazard:                    According to FEMA Flood Insurance Rate Map, Community
                           Panels #120080 0195 B, and #120080 0215 B both
                           effective August 19, 1987, the subject is located in
                           zone "C" which is not classified as a special flood
                           hazard zone. Based upon a visual inspection of the
                           property, drainage appears adequate.

Utilities:                 All necessary public utilities are connected to the
                           site.

Site Improvement:          Site improvements consist of a combination of asphalt
                           and concrete paving, concrete curbing, landscaping,
                           retention area, signage and lighting.

Proposed Improvement
(Renovation):              The site improvements are proposed for an overall
                           renovation to be completed by October 1, 1997.
                           Proposed renovation of site improvements include
                           resurfacing and reconfiguration of the existing
                           parking area, replacing existing lighting and
                           signage, and installing new landscaping.


                                                       H. J. Porter & Associates
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                                                                              22


DESCRIPTION OF IMPROVEMENTS (PROPOSED RENOVATION)

The subject improvements are existing and are to be renovated. After renovation
the improvements will consists of 190,137 square feet of gross leasable area and
will contain a 46,372 square foot Winn Dixie, 78,000 square foot Discount Store
(subleased), 8,640 square foot Eckerd Drugs, 52,025 square feet of non-anchor
(local/regional) tenant space, and 5,100 square feet of fast food space.

Currently, there is an approximate 10,000 square foot open mall area. The
property currently contains 184,084 square feet. Winn Dixie is proposed for a
future expansion of 3,253 square feet. It should be noted that the Winn Dixie
additions and renovations are not yet underway and no time schedule for the
proposed improvements to this space was provided. However, the landlord has paid
Winn Dixie its contribution for the proposed additions and renovations to their
store, and the Winn Dixie lease amendment has been executed. Thus, even though
the proposed property improvements to the Winn Dixie space have not yet
occurred, Winn Dixie has begun paying the new established rental rate. Winn
Dixie is responsible for the costs involved with the proposed renovation and
additions to its space.

A renovation of the shopping center is currently underway, which includes a
2,800 square foot shop space expansion within a portion of the covered open mall
area. Construction detail for the proposed renovation was provided by
representatives of the project developer, Newton, Oldacre, McDonald. The
renovation is underway with completion of the proposed renovation of the
building, site improvements, and proposed 2,800 square foot building addition
scheduled for October 1, 1997. The new dryvit facade and metal soffit is nearing
completion.

After renovation basic construction detail will include:

Roof:                      Flexible membrane roof over rigid insulation on metal
                           decking. The canopy area will by dryvit with metal
                           soffit.

Walls:                     Exterior walls will be brick veneer over concrete
                           block, with painted concrete block on the rear and
                           sides. Partition walls between tenant spaces will be
                           painted sheetrock on metal wall studs.

Doors:                     Anodized aluminum store front doors. Interior (rest
                           room) doors hollow core wood.

Windows:                   Anodized aluminum store fronts with single glazing.

Floors:                    Reinforced concrete slab with resilient tile and
                           carpet cover.

RInsulation:               Rigid insulation in built-up roof system.


                                                       H. J. Porter & Associates
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                                                                              23


DESCRIPTION OF IMPROVEMENTS (PROP. RENOV.) (CONTINUED)

Ceilings:                  Suspended lay-in acoustic tile with recessed
                           fluorescent light fixtures.

HVAC:                      Individual roof mounted electric central heating and
                           cooling for each unit.

Plumbing:                  A minimum of one two fixture restroom in each shop
                           space. Fully sprinklered.

Fast Food Space:           There are two detached fast food restaurant buildings
                           on the subject site. These buildings are of a similar
                           construction quality when compared to the shopping
                           center building. Each building has been designed to
                           the tenant's specifications. Burger King and Popeyes
                           have 3,100 and 2,000 square feet of stated lease
                           area, respectively.

Proposed Renovation:       Renovation will include replacement of the existing
                           facade and canopy, replacement of HVAC units and roof
                           covering, and enclosure/finishing of 2,800 square
                           feet of mall space. New flashing, gutters, and
                           downspouts will be installed.

                           No timetable was provided for the proposed
                           renovation, expansion and reconfiguration of the Winn
                           Dixie space.


                                                       H. J. Porter & Associates
<PAGE>

                                                                              24


HIGHEST AND BEST USE

Highest and best Use is defined in the Dictionary of Real Estate Appraisal, 3rd
edition, page 171, as:

      "The reasonably probable and legal use of vacant land or an improved
      property, which is physically possible, appropriately supported,
      financially feasible, and that results in the highest value. The four
      criteria the highest and best use must meet are legal permissibility,
      physical possibility, financial feasibility, and maximum profitability."

Based on this definition, consideration must be given to both the subject land
site as if vacant, and the total property as improved.

Highest & Best Use - As if Vacant

Physically Possible - The subject's land size of 15.63 acres would support an
office complex, community shopping center, free standing retail, restaurant,
apartment complex, church, motel, industrial building, or a combination of these
uses. The site has sufficient area to allow these uses and provide sufficient
area for parking.

Legally Permissible - The subject's zoning of C-2, General Commercial District,
does not restrict commercial development of the subject site. Residential use is
permitted only as part of a planned unit development, and industrial uses are
not permitted.

Financially Feasible - In the vicinity of the subject property, Nine Mile Road
is heavily developed with commercial uses, including retail, office, and road
service uses. Based on the size of the subject property and surrounding land
uses, retail development appears feasible. While the subject property could be
subdivided into smaller lots for road service use, the back portion of the site
would be under utilized.

Neighborhood and community shopping centers in the neighborhood are located at
major intersections like the subjects. Northview Shopping Center is located
southwest across Nine Mile Road from the subject. North Plaza, Ensley Square and
Ensley Plaza shopping centers are all located on Nine Mile Road west of the
subject at the intersection of Palafox Highway and Pensacola Boulevard. The
site's size, topography, location, and zoning is ideally suited for development
of a community shopping center. There is demand for local retail shop space and
rental rates in new centers provide adequate return on investment. Therefore, it
would appear that retail development in the form of a community shopping center
is feasible, if vacant.


                                                       H. J. Porter & Associates
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                                                                              25


HIGHEST AND BEST USE - (CONTINUED)

Maximally Productive - In determining the highest and best use of the subject
site, "as if vacant and available", the use which is maximally productive
generally becomes the deciding factor. Maximally productive uses are limited by
the current real estate market, the availability of substitute property for
development, and the growth stage of the area. To be maximally productive, that
use which provides the most return to the land must be selected.

It has previously been determined that it would be physically possible, legally
permissible, and financially feasible to develop the site with a community
shopping center. Considering the physical characteristics of the site and
surrounding land uses, development of a community shopping center to maximum
allowed density is considered to be maximally productive and therefore the
highest and best use of the subject site, as if vacant and available.

Highest & Best Use - As Improved

The use of the subject site currently, for a community shopping center and
parking appears to be consistent with highest and best use as if vacant. Next,
focus shifts to the adequacy of the improvements for maximizing return.

Physically Possible - The existing building is well located on the subject site
with parking conveniently located near the retail space. The existing building's
contribution to total value is substantial and appears to provide a positive
return to the land. The open mall space in the building is considered to be an
inadequate functional item. This is based upon the limited visibility of any
shops located in the rear of this area. Therefore, elimination of this space to
the extent possible is considered desirable. The subject is currently undergoing
a renovation and proposed 2,800 square foot building addition that will enclose
a portion of the open mall area.

Legally Permissible - The existing and proposed improvements appear in
compliance with current zoning requirements.

Financially Feasible - The subject property is currently undergoing a renovation
and a 2,800 square foot shop space addition is proposed. Based on a survey of
local market conditions, completion of the renovation and additions as proposed
is considered financially feasible. The local retail market is considered
healthy.

The proposed enclosure of 2,800 square feet of mall area to retail space is
feasible. The addition will create an additional 2,800 square feet of prime
retail space within the center, and access to other tenant spaces within the
enclosed mall area will not be significantly affected. Therefore, it would
appear that the optimum use of the subject site would be for completion of the
renovation of the existing community shopping center to accommodate the
additional area for Winn Dixie as well as conversion of a portion of the open
mall space to local tenant space.


                                                       H. J. Porter & Associates
<PAGE>

                                                                              26


HIGHEST AND BEST USE - (CONTINUED)

Maximally Productive - The subject's proposed renovation appears to be
consistent with the highest and best use of the subject land site as if vacant.
This renovation also will maximize the return on land. Based on this analysis,
the subject's proposed renovation to a 190,137 square foot (GLA) community
shopping center is considered to be the highest and best use of the property, as
improved. No other use or development option, as of the effective date of value,
would appear to generate a higher return to the land.


                                                       H. J. Porter & Associates
<PAGE>

                                                                              27


THE APPRAISAL PROCESS

The appraisal process is a procedure for estimating the market value of real
property. This process involves gathering all pertinent information available
from the market which may influence the value of the subject property. This data
is then utilized in forming an estimate of value based upon the three generally
accepted approaches to value. These three approaches are the Cost Approach, the
Income Approach, and the Direct Sales Comparison Approach.

Cost Approach

The Cost Approach is defined as that approach in appraisal analysis which is
based upon the proposition that an informed purchaser would pay no more than the
cost of producing a substitute property with the same utility as the subject
property. It is assumed that the potential purchaser considers producing a
substitute property with the same utility as the property being appraised. The
application of the Cost Approach involves the following steps:

1.    Estimating value of the site as if vacant and available to be put to its
      highest and best use.

2.    Estimating the replacement cost new of the improvements.

3.    Estimating all elements of accrued depreciation.

4.    Subtracting the total accrued depreciation from the replacement cost new
      of the improvements (resulting in an estimate of the present worth of the
      improvements).

5.    Adding the present worth of all the improvements (including site
      improvements) to the estimated site value.

6.    Rounding the figure to an appropriate indication of value.

The major limitations of the Cost Approach is its reliance upon an estimation of
accrued depreciation. Generally, the older the property and the higher the
estimate of accrued depreciation, the less reliable becomes the value indication
from this approach. This is particularly critical in the valuation of older
properties that normally incur greater amounts of depreciation. The Cost
Approach is particularly appropriate when the property being appraised involves
relatively new improvements which represent the highest and best use of the site
or when the improvements are relatively unique or specialized and there is
limited or a total lack of comparable properties which have sold recently.

Income Analysis


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                                                                              28


THE APPRAISAL PROCESS - (CONTINUED)

The Income Analysis is defined as that procedure in appraisal analysis which
converts anticipated benefits (dollar income or amenities) to be derived from
the ownership of property into a value estimate. Anticipated future income
and/or reversions are discounted to a present-worth figure through the
capitalization process.

This analysis requires an estimate of market rent based upon comparable rent of
leased properties. This rental estimate is a gross amount and all expenses to
real estate are deducted. These expenses include vacancy and rent loss which,
when subtracted from the gross income, produces the effective gross income.
Other expenses include real estate taxes, management cost, insurance cost, and
maintenance expense. If applicable, a reduction would also be made for services
and utilities. All expense estimates are obtained from the market by comparison
to similar structures.

After all expenses have been subtracted from the gross income, the resulting
figure is the net operating income, which will be capitalized into value. The
capitalization rate is derived from actual sales that have occurred in the
market place. The sales are analyzed in order to estimate the net operating
income of the property. After the net operating income is estimated, it is
divided by the sales price to provide an indication of the overall
capitalization rate. Capitalization rates can also be built up from the market
factors considered most applicable to income-producing properties. After the net
operating income and the capitalization rate are estimated, the net income is
then capitalized into a value indication by the applicable capitalization
technique.

Direct Sales Comparison Approach

The Direct Sales Comparison Approach is defined as that approach in an appraisal
analysis which is based upon the proposition that an informed purchaser would
pay no more for the property than the cost to him of acquiring an existing
property with the same utility. Presumably, the potential purchaser considers
the alternatives that are available to him and then makes a rational decision
based upon the information he has about those alternatives that are available to
him and then makes a rational decision based upon the information he has about
those alternatives.

The application of the Direct Sales Comparison Approach involves selecting a
number of competitive properties which have recently sold on the market. The
information derived from this section is analyzed through an adjustment process
which develops indications of what the competitive properties would have sold
for if they possessed all the important characteristics of the subject property.
These indications fall into a pattern surrounding one figure which, when
appropriately rounded, is an indication of the market value of the subject
property as of the date of the appraisal.

The reliability of this approach is dependent upon the availability and
verification of the comparable sales data. The degree of comparability between
the competitive properties and the subject, and the absence of non-typical
conditions affecting the sales price of those properties are also important


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                                                                              29


THE APPRAISAL PROCESS - (CONTINUED)

items that are considered. Therefore, this approach is particularly applicable
when an active market provides sufficient quantities of reliable data which can
be verified from authoritative sources.

Reconciliation Analysis

The reconciliation analysis is an evaluation process where the appraiser
carefully evaluates value indications from each of the three approaches. The
reliability of each approach to the present appraisal problem is examined and
weight is given to the accuracy, reliability, quantity of data available for use
in each approach, and the approach in which the market participant typically has
the greatest confidence.


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                                                                              30


LAND VALUE - DIRECT COMPARISON

To estimate value for the subject site, a comparison is made between the subject
property and recent sales of similar large commercial sites in the Pensacola
metro market. Shopping Center site sales have only recently taken place due to
the oversupply of retail space in the early 1990's. Two new sales of shopping
center sites were located as was one older site. The other most comparable land
sale located in the subjects market was a credit union site east of the subject.
Shopping center development is undertaken by developers who operate under
similar development constraints. These include prevailing market rental rates,
location, and site layout. Sales considered include:

Sale # 1
Address/Location:                   Nine Mile Rd. @ Westside Dr.
                                    Pensacola, Florida
Grantor:                            John K. Edwards, Jr., et.al.
Grantee:                            Pen Air Federal Credit Union
Sale Date:                          02/05/1996
Sale Price:                         $450,000
Cash Equiv Price:                   $450,000
Terms:                              Cash to Seller
Recorded:                           Deed Book 3922 Page 310; Escambia County
Verified With:                      Grantee (Cox) (904) 453-4341
Verified By:                        Harris Hollans, H.J. Porter & Associates
Date Verified:                      01/28/1997
Rights Conveyed:                    Fee simple title
Land Size:                          7.92 Acres
Zoning:                             Commercial
Highest & Best Use:                 Commercial Development
Use At Sale:                        Vacant
Topo/Drainage:                      Sloping/Adequate
Access/Visibility:                  Good/Good
Utilities:                          All Public
Remarks:                            This property was purchased for the
                                    development of a branch office of a local
                                    credit union.

Indicators of Value:                Price Per Acre:                     $56,818


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                                                                              31


LAND VALUE - DIRECT COMPARISON (CONTINUED)

Sale # 2
Address/Location:                   Nine Mile Rd. @ Pine Forest Rd.
                                    Pensacola, Florida
Grantor:                            Nine Mile Ranch, Inc.
Grantee:                            Albertson's, et.al.
Sale Date:                          01/30/1996
Sale Price:                         $1,140,000
Cash Equiv Price:                   $1,140,000
Terms:                              Cash to Seller
Recorded:                           Deed Book 3912 Page 155 & 158; Escambia
                                    County
Verified With:                      Cindy Homyak, With Grantor (904) 484-7395
Verified By:                        Harris Hollans, H.J. Porter & Associates
Date Verified:                      01/28/1997
Rights Conveyed:                    Fee simple title
Land Size:                          8.67 Acres
Zoning:                             Commercial
Highest & Best Use:                 Commercial Development
Use At Sale:                        Vacant
Topo/Drainage:                      Level/Adequate
Access/Visibility:                  Good/Good
Utilities:                          All Public
Remarks:                            This property has been developed with an
                                    Albertson's Shopping Center and includes
                                    some local shop space. The property was
                                    negotiated as one parcel by Albertson's.
                                    Land for shop space was then sold off to a
                                    preferred developer.
Indicators of Value:                Price Per Acre:                    $131,488


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                                                                              32


LAND VALUE - DIRECT COMPARISON (CONTINUED)

Sale # 3
Address/Location:                   29 North Shopping Center
                                    Pensacola Blvd. @ Old Chemstrand Rd.
                                    Pensacola, Florida
Grantor:                            James C. Jennings, Jr., et.al.
Grantee:                            Cantonment Partners, Ltd.
Sale Date:                          01/05/1996
Sale Price:                         $580,000
Cash Equiv Price:                   $580,000
Terms:                              Cash to Seller
Recorded:                           Deed Book 3898 Page 549; Escambia County
Verified With:                      Woody Camp, CPM, With Grantee (615) 269-5444
Verified By:                        Harris Hollans, H.J. Porter & Associates
Date Verified:                      01/28/1997
Rights Conveyed:                    Fee simple title
Land Size:                          7.712 Acres
Zoning:                             Commercial
Highest & Best Use:                 Commercial Development
Use At Sale:                        Vacant (Older improvements)
Topo/Drainage:                      Level/Adequate
Access/Visibility:                  Good/Good
Utilities:                          All Public
Remarks:                            The site consisted of an assemblage of three
                                    parcels. There were some older improvements
                                    on the property at sale which did not
                                    contribute to the value of the site. A Winn
                                    Dixie Marketplace center was proposed
                                    including a drug tenant and shop space.
Indicators of Value:                Price Per Acre:                     $75,227


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                                                                              33


LAND VALUE - DIRECT COMPARISON (CONTINUED)

Sale # 4
Address/Location:                   Pine Forest Rd. @ Interstate Cir.
                                    Pensacola, Florida
Grantor:                            Lefferts L. Mabie, Jr.
Grantee:                            Bruno's, Inc.
Sale Date:                          08/01/1991
Sale Price:                         $886,800
Cash Equiv Price:                   $886,800
Terms:                              Cash to Seller
Recorded:                           Deed Book 3040 Page 107; Escambia County
Verified With:                      Joe Elliot, Agent (904) 456-9914
Verified By:                        Harris Hollans, H.J. Porter & Associates
Date Verified:                      01/28/1997
Rights Conveyed:                    Fee simple title
Land Size:                          10.89 Acres
Zoning:                             Commercial
Highest & Best Use:                 Commercial Development
Use At Sale:                        Vacant
Topo/Drainage:                      Level/Adequate
Access/Visibility:                  Good/Good
Utilities:                          All Public
Remarks:                            This property was developed into a Food
                                    World Super Center. There is additional shop
                                    space on the north side of the center.
Indicators of Value:                Price Per Acre:                     $81,433


                                                       H. J. Porter & Associates
<PAGE>

                                 LAND SALES MAP

                                [GRAPHIC OMITTED]
<PAGE>

                                                                              34


LAND VALUE - DIRECT COMPARISON (CONTINUED)

The land sales detailed above are compared and adjusted to the subject for
notable differences. These adjustments are made in the adjustment grid below.

<TABLE>
<CAPTION>
========================================================================================================
                                       LAND SALES COMPARISON GRID
========================================================================================================
<S>                          <C>            <C>            <C>              <C>            <C>          
Comp. Number                       Subject             #1             #2               #3             #4
Grantor                                           Edwards      Nine Mile  Jennings, Et Al          Mabie
Grantee                                           Pen Air    Albertson's       Cantonment  Bruno's, Inc.
Location                     Pensacola, FL  Pensacola, FL  Pensacola, FL    Pensacola, FL  Pensacola, FL
Cash Eq. Price                                   $450,000     $1,140,000         $580,000       $886,800
Date of Sale                       10/1/97         2/5/96        1/30/96           1/5/96         8/1/91
Land Size (ACRE)                    15.630           7.92           8.67            7.712          10.89
========================================================================================================
ADJUSTMENTS                                            #1             #2               #3             #4
Conditions of Sale                                 Normal         Normal           Normal         Normal
Net Adjustment                                         $0             $0               $0             $0
Market Conditions                                   4.96%          5.01%            5.22%         18.52%
(Time) @ 3% /year
========================================================================================================
Preliminary Adj. Price                           $472,320     $1,197,114         $610,276     $1,051,035
Preliminary Adj. Price/ACRE                       $59,636       $138,075          $79,133        $96,514
========================================================================================================
PHYSICAL DIFFERENCES                                   #1             #2               #3             #4
     Location                                         30%           -15%              25%             0%
     Access/Exposure                                   0%             0%               0%             0%
     Topography                                       15%             0%               0%             0%
                                                      ---             --               --             --
Subtotal-Physical                                     45%           -15%              25%             0%
========================================================================================================
Adjusted Price                                   $684,864     $1,017,547         $762,845     $1,051,035
Adjusted Price/Acre                               $86,473       $117,364          $98,917        $96,514
Size                                                   0%             0%               0%             0%
Adjusted Price Per Acre                           $86,473       $117,364          $98,917        $96,514
========================================================================================================
</TABLE>


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                                                                              35


LAND VALUE - DIRECT COMPARISON (CONTINUED)

The comparable sales listed above were adjusted to the subject for:

Conditions of Sale:        All sales were normal arm's length transactions that
                           required no adjustments.

Time:                      Considers an increase in value of 3% per year over
                           the past several years. This is based on general
                           trends as there were no sales/resales found with
                           which to compare.

Location:                  Sale 1 is located east of the subject on the south
                           margin of Nine Mile Road. This location has a much
                           lower commercial density. Westside Drive has a lower
                           traffic count that is found along Nine Mile Road at
                           Chemstrand (at the subject). This sale has an
                           inferior location as compared to the subject. Sale 2
                           is located in a heavy traffic area near the metro
                           area's primary residential growth sector. This site
                           was considered superior to the subject. Sale 3 is
                           located on US Hwy 29 North three miles north of the
                           subject. This area is experiencing significant
                           residential growth. However, this market has not
                           developed to the extent of the subject's area. This
                           sale is considered inferior to the subject. Sale 4 is
                           most like the subject in terms of location. Though
                           Sale 4 is located south of the interstate, the
                           residential development and traffic patterns are
                           similar to the subject.

Access/Exposure:           No adjustments for access/exposure were required.

Topography:                Sale One is considered inferior in topography
                           requiring an upward adjustment. No other adjustments
                           were required.

Size:                      Based on an analysis using the Dilmore Size
                           adjustment table, no adjustments for size were
                           required.

The comparable sales after adjustment, indicate a range of value from $86,473 to
$117,364 per acre. Based on these adjusted sales, the subject site, "As if
Vacant", is valued as:

          =============================================================
                       Estimated Land Value - As if Vacant
          =============================================================
          15.63 Acres @     $100,000  per Acre      =        $1,563,000
                                                 ROUNDED:    $1,560,000
          =============================================================


                                                       H. J. Porter & Associates
<PAGE>

                                                                              36


COST APPROACH TO VALUE

The cost factors used are from the Marshall Valuation Service, a national cost
service indexed to the Pensacola market and found to be reliable and consistent
with costs incurred by builders within the area. The cost factors from this cost
service are inclusive of architect/engineering fees, construction period
interest, contractors overhead and profit, and normal site prep costs. Excluded
are site improvements such as paving, landscaping, etc., land costs, and
indirect costs such as developers profit and permanent loan fees.

Calculations of total building replacement costs are detailed on the following
page.


                                                       H. J. Porter & Associates
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COST APPROACH TO VALUE - (CONTINUED)

================================================================================
                            VALUATION - COST APPROACH
DIRECT COST
Estimated Replacement Cost New -
[MARKET]
 Good Class "C" -Sec.13 Page 19               
 Base Cost                                       $56.83  
 Area/Perimeter Adjust.                       x   0.831
 Adjust to Current Cost                       x   1.040
 Adjust Local Conditions                      x   0.870
                                                  -----
Gr.Bldg Area               46,372 S.F.        x  $42.73  per sq.ft   $1,981,476
Estimated Replacement Cost New -
[DISCOUNT STORE]
 Good Class "C" -Sec.13 Page 20             
 Base Cost                                       $44.11
 Area/Perimeter Adjust.                       x   0.807
 Adjust to Current Cost                       x   1.040
 Adjust Local Conditions                      x   0.870
                                                  -----
Gr.Bldg Area               78,000 S.F.        x  $32.21  per sq.ft   $2,512,380
Estimated Replacement Cost New - 
[COMMUNITY SHOPPING CENTER]
 Good Class "C" -Sec.13 Page 28             
 Base Cost                                       $59.48
 Area/Perimeter Adjust.                       x   0.815
 Adjust to Current Cost                       x   1.040
 Adjust Local Conditions                      x   0.870
                                                  -----
Gr.Bldg Area               60,665 S.F.        x  $43.86  per sq.ft   $2,660,767
Plus: Sprinklers (All Space)
                          185,037 S.F.        x   $1.30  per sq.ft     $240,548
Plus: Covered Mall @ 20% Base Cost of Center
                           $7,200 S.F.        x   $8.77  per sq.ft      $63,158
Plus: Concrete Docks/Ramps @ 25% Base Cost
                            2,400 S.F.        x  $10.97  per sq.ft      $26,316
Estimated Replacement Cost New - 
[RESTAURANT - FAST FOOD] (Burger King)
 Good Class "C" -Sec.13 Page 17             
 Base Cost                                       $90.54
 Area/Perimeter Adjust.                       x   1.115
 Adjust to Current Cost                       x   1.040
 Adjust Local Conditions                      x   0.870
                                                  -----
Gr.Bldg Area                3,372 S.F.        x  $91.34  per sq.ft     $307,998
Estimated Replacement Cost New - 
[RESTAURANT - FAST FOOD] (Popeye's)
 Good Class "C" -Sec.13 Page 17             
 Base Cost                                       $90.54
 Area/Perimeter Adjust.                       x   1.200
 Adjust to Current Cost                       x   1.040
 Adjust Local Conditions                      x   0.870
                                                  -----
Gr.Bldg Area                2,000 S.F.        x  $98.30  per sq.ft     $196,600
Total Replacement Cost New - Structures:                             $7,989,243
================================================================================


                                                       H. J. Porter & Associates
<PAGE>

                                                                              38


COST APPROACH TO VALUE - (CONTINUED)

Indirect Cost

Indirect costs including developer's profit and permanent loan fees are added to
the subject's direct cost to estimate the total value of the subject property
via the Cost Approach. Developer's entrepreneurial profit is added at 20% based
upon sales of new shopping centers, discussions with Developers and Brokers, and
with consideration given to the cross collateralization of the portfolio of
retail properties to which the subject is a part. Permanent loan fees are added
at the amount typically charged by lenders - 2% of the loan amount (1%
construction - 1% permanent).

Physical Depreciation - Curable (Deferred Maintenance)

Those items which need immediate replacement as of the date of value are
deducted from the cost new prior to calculation of physical incurable
depreciation. In the case of the subject, the estimated value is "At Completion
of Proposed Renovation." Therefore, there should be no items of deferred
maintenance or curable physical depreciation.

Depreciation

Incurable physical depreciation present in the subject property is estimated
using the Economic Age/Life Method. Similar to straight line depreciation used
for accounting purposes, the Age/Life Method uses effective age and economic
life to determine an overall degree of incurable physical depreciation.

Physical Depreciation is estimated as:

================================================================================
 Physical Depreciation - Economic Age Life Method
 Total Building Reproduction Cost New                              $7,989,243
- --------------------------------------------------------------------------------
 Estimated Chronological Building Age                                      12
 Estimated Effective Building Age                                           4
 Economic Life New                                                         50
 Percentage Depreciation  (Effective Age / Life New)                       8%
- --------------------------------------------------------------------------------
 Dollar Depreciation - Physical
                      $7,989,243     X                   8%          $639,139
================================================================================


                                                       H. J. Porter & Associates
<PAGE>

                                                                              39


COST APPROACH TO VALUE - (CONTINUED)

Obsolescence

No external obsolescence was noted by the Appraiser. However, the mall space
which will exist after completion is considered to be an item of functional
obsolescence. This is based upon the lower rent of the tenant space in the mall
area (estimated @ $8.00/Sq. Ft. - after renovation) as opposed to the front shop
space @ $10.50/Sq. Ft.). To determine the functional deficiency to be incurable,
the calculated cost to cure must exceed the expected financial return after
correction. Considering the design of the subject's mall space and its location
within the building, significant demolition costs as well as replacement costs
would be incurred in order to cure the functional obsolescence. Thus, the costs
to cure are estimated to exceed the value increment assuming correction,
indicating an incurable item. Value loss is capitalized using a building
capitalization rate. This rate is estimated to be somewhat greater than the
overall capitalization rate for the property. Since market building
capitalization rates were unavailable, a rate of 10.5% was selected, which is
slightly higher than subject's concluded overall capitalization rate. Incurable
functional obsolescence is calculated as follows:

================================================================================
Calculation of Incurable Functional Obsolescence
Depreciated Cost of Mall Space
  Shop Space               13,330 S.F. x  $45.16 per sq.ft     $601,983
  Mall Area                 7,200 S.F. x   $8.77 per sq.ft      $63,158
                            -----                               -------
Total                      20,530S.F.                          $665,141
Less Depreciation @                                                 8%
Total Depreciated Cost                                                  $611,930
Plus Capitalized Value Loss
       $2.50 per sq.ft.  x  13,330 sq.ft. / Bldg Cap Rate      10.50% = $317,381
                                                                        --------
                                                                        $929,311
Less Cost Installed Shop Space (New)
          $45.16 per sq.ft.  x          13,330 sq.ft.                   $601,983
                                                                        --------
Total Incurable Functional Obsolescence                                 $327,328

================================================================================


                                                       H. J. Porter & Associates
<PAGE>

                                                                              40


COST APPROACH TO VALUE - (CONTINUED)

Total depreciation for the subject property is as follows:

================================================================================
Total Replacement Cost New - Structures:                              $7,989,243
Less: Depreciation
                      Physical        Functional       External
   Curable                                    $0      
   Incurable          $639,139          $327,328             $0
                      --------          --------             --
Total Depreciation:                                                     $966,467
Depreciated Building Cost                                             $7,022,776
================================================================================


                                                       H. J. Porter & Associates
<PAGE>

                                                                              41


COST APPROACH TO VALUE - (CONTINUED)

Site improvements are added at their depreciated values and the underlying
vacant land value is added as arrived at previously by comparison. The
calculation of Value by the Cost Approach is presented in tabular form below.

<TABLE>
<CAPTION>
===========================================================================================
<S>                           <C>         <C>           <C>        <C>          <C>
Total Replacement Cost New - Structures:                                         $7,989,243
Less: Depreciation
                              Physical    Functional    External
                              --------    ----------    --------
  Curable                                         $0
  Incurable                   $639,139      $327,328          $0
Total Depreciation:                                                                $966,467
Depreciated Building Cost                                                        $7,022,776
                         CALCULATION OF COST
DIRECT COST
Total Replacement Cost Depreciated -
 Structures (from prior page)                                                    $7,022,776
Add: Site Improvements                                         %       Deprec.
                                  Area     Cost / SF     Deprec.          Cost
                                  ----     ---------     -------          ----
Asphalt Paving SF              380,000         $1.50          0%      $570,000
Concrete Paving SF              45,000         $1.75          0%       $78,800
Curbing LF                       7,200         $7.50         10%       $48,600
Security Fencing LF              2,000        $10.00         10%       $18,000
Lighting/Signage                                                      $100,000
Landscaping/Retention                                                 $125,000
                                                                    ----------
Subtotal                                                                           $940,400
                                                                                -----------
Total Cost - All Improvements                                                    $7,963,176
INDIRECT COST
  Developer's Profit               20%     Cost+Land                $1,904,600
  Permanent Loan Fees               2%     of Loan Amt
  Loan basis =                     75%     of Cost                    $171,400
  Marketing                                                            $75,000
                                                                    ----------
TOTAL INDIRECT COST                                                              $2,151,000
                                                                                -----------
TOTAL COST NEW                                                                  $10,114,176
LAND VALUE-Total Site (from prior
 section)                                                                        $1,560,000
                                                                                -----------
VALUE BY COST - At Stabilized Occupancy                                         $11,674,176
                                                                 (Rounded)      $11,670,000
===========================================================================================
</TABLE>


                                                       H. J. Porter & Associates
<PAGE>

                                                                              42


INCOME APPROACH TO VALUE

As a primary approach to value for the subject, the subject's estimated
stabilized net operating income is capitalized into a value by use of an overall
capitalization rate. In arriving at net operating income, consideration is given
to rentals and expenses which are incurred in the operation of the property.

Upon completion of the proposed renovation and additions, the subject property
will contain 190,137 square feet of gross leasable area. The property currently
consists of 184,084 gross leasable square feet. The Winn Dixie space is proposed
for future expansion at the expense of the tenant from 43,119 square feet to
46,372 square feet. Also, 2,800 square feet of mall area is proposed for
enclosure that will add 2,800 gross leasable square feet by October 1, 1997,
according to information provided by representatives of Newton, Oldacre,
McDonald. The following analysis assumes completion of the renovation and
proposed additions, as well as stabilized occupancy.

Contract Rent

The subject property contains three anchor tenant leases, Winn Dixie, Eckerd
Drugs, and TJX Companies. The Winn Dixie space presently contains 43,119 square
feet. However, the lease currently in place considers the renovation and
additions which are the tenant's responsibility. The current Winn Dixie rental
rate is $398,800 annually, or $8.60 per square foot. TJX Companies leases 78,000
sq.ft. in the shopping center at $4.25 per sq.ft. The lease term is twenty years
with five, five year renewal options. The original term of this lease will
expire in October 2012. The TJX premises was originally one store occupied by
Zayre. TJX assumed the lease when Zayre sold their remaining holdings after
bankruptcy. This space has been divided and is currently being subleased to
Beal's Outlet and Big Lots in 21,600 square foot and 25,000 square foot spaces,
respectively. The remaining space within the area leased to TJX is vacant.
Eckerd Drugs currently leases 8,640 sq.ft. with an original lease term of 20
years and four renewal option periods of five years each. Eckerd's original term
expires September 2005. Winn Dixie, Eckerd, and TJX are the anchor tenants and
have good credit ratings. The renovation and updating of the center and the
subject's excellent location provides a high probability of renewal.

At completion of the 2,800 square foot expansion, there will be 52,025 square
feet of shop space consisting of 38,695 square feet with direct parking lot
exposure and 13,330 square feet of interior mall space. The existing 35,895
square feet of shop space with direct parking lot exposure is currently 100%
leased. However, the Movie Gallery lease will commence in October 1997 and the
3,500 square foot space leased to NW Florida Cripple Children's Association at a
below market rate is on a month to month basis.

The 13,330 square feet of interior mall leasable area is presently 74% occupied.
There are presently eleven spaces, of which two are vacant and five are leased
on a month to month basis. Three of the


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                                                                              43


INCOME APPROACH TO VALUE - (CONTINUED)

four leases spaces expire in 1997 and one of the leases expires on 7/31/98.
Considering the short- term nature of the leases, the mall space has been
appraised based on prevailing market terms.

Two separate restaurant buildings are located in the south corners of the
center. Renewal for these properties is considered a good possibility. A lease
synopsis for each tenant is located in the Addendum. The following table
summarizes the subject's current contract rents.

<TABLE>
<CAPTION>
===============================================================================================
                        SUMMARY OF CURRENT CONTRACT RENTS
===============================================================================================
                                              Gross Leasable
Suite    Tenant                                      Sq. Ft.  Rent/Sq.  Annual Rent  Expiration
- -----------------------------------------------------------------------------------------------
<S>      <C>                                          <C>        <C>       <C>      <C>        
N/A      Winn Dixie *                                 46,372     $8.60     $398,800    03/20/17
N/A      TJX Companies                                78,000     $4.25     $331,500    10/31/12
N/A      Eckerd Drugs                                  8,640     $6.50      $56,160    09/30/05
#11      The Shipping-Poste                            1,795     $6.69      $12,000       08/98
#9 & 10  NW Florida Cripple Childrens Assoc.           3,500     $3.50      $12,250  Mo. to Mo.
#8       Little Ceasars                                1,750    $10.00      $17,550    06/01/02
#1-3     Port City Cleaners                            1,950     $9.00      $17,550    10/31/98
N/A      Ro Dan's Craft and Floral                    17,778     $5.67     $100,801    07/31/00
#16-19   Movie Gallery **                              4,716    $10.00      $47,160    10/23/02
#22      Baskin Robbins                                1,322    $11.02      $14,564    08/31/02
#23      Payless Shoe Source                           3,084    $10.00      $30,840    01/31/98
#20-20A  Four Star Travel                                986     $7.00       $6,905  Mo. to Mo.
#21      Hewitt Tax Service                            1,128     $9.01      $10,165    07/31/98
#24      Ivan Garcia                                     621     $6.00       $3,726  Mo. to Mo.
#25      Vacant                                        1,738
#27      Vacant                                        1,738
#28      Union Hill Baptist Church                     2,420     $2.78       $6,729  Mo. to Mo.
#29      Advanced Computer Technologies                  950     $6.00       $5,700  Mo. to Mo.
#29B     Pensacola School of Ballet                      947     $7.86       $7,440    11/30/97
#29C     Harris Watch Repair                             947     $5.34       $5,053  Mo. to Mo.
#29D     Robert Hill/Media One                           925     $6.00       $5,552    11/01/97
#30      M.P. & Co. Hair Design                          930     $8.00       $7,440    11/30/97
         Burger King                                   3,100    $13.55      $42,000    01/10/13
         Popeyes                                       2,000    $22.50      $45,000    04/30/06
         Total                                       187,337             $1,184,835
         Proposed Retail Addition                      2,800
         Total Proposed Gross Leasable Area          190,137
</TABLE>

*     Additions and Renovation to Winn Dixie has not yet occurred
**    This lease commences on 10/24/97
================================================================================


                                                       H. J. Porter & Associates
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                                                                              44


INCOME APPROACH TO VALUE - (CONTINUED)

Potential Gross Income

Potential gross income is generated from potential rental income and expense
contributions. Comparable rentals for the anchor and local tenants were studied
to determine if the subject's rents were market oriented. Rents for anchor
tenant space, usually consisting of discount, food, and drug retailers with long
term leases, is a function of land and construction cost, and negotiations
between developer and tenant. The rental rate for Winn Dixie is $8.60 per sq.ft.
The rate for Eckerd was negotiated in 1984 at $6.50 per sq.ft. The table on the
following page lists the rental rates for anchor tenants like the subjects in
various locations. These rates indicate that the subject's anchor tenant rents
are consistent with those in other locations.


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INCOME APPROACH TO VALUE - (CONTINUED)

================================================================================
Tenant          Location                        Year    Size-Sq.Ft.  Rent/Sq.Ft.
================================================================================
Winn Dixie      Alabaster, AL                   1993         44,000        $6.50
Winn Dixie      Panama City, FL                 1993         44,000        $7.15
Winn Dixie      Moody, AL                       1993         44,000        $7.00
Winn Dixie      Chalkville, AL                  1994         51,250        $6.50
Winn Dixie      Alexander City, AL              1994         44,000        $6.75
Winn Dixie      Chattanooga, TN                 1994         44,000        $7.05
Winn Dixie      Anniston, AL                    1995         44,000        $7.70
Winn Dixie      Birmingham, AL                  1995         44,000        $6.95
Winn Dixie      Mobile, AL                      1996         51,282        $8.00
Winn Dixie      Dalton, GA                      1996         44,000        $9.26
Winn Dixie      Trussville, AL                  1996         44,000        $8.15
Winn Dixie      Mobile, AL                      1997         44,000        $9.00
Winn Dixie      Pensacola, FL                   1997         44,000        $8.60
Winn Dixie      Cantonment, FL                  1997         44,000        $7.75
Winn Dixie      Parker, FL                      1997         44,000        $7.80
Winn Dixie      Mobile, AL                      1997         44,000        $8.85
Winn Dixie      Fairhope, AL                    1997         51,282        $9.25
- --------------------------------------------------------------------------------
Wal-Mart        Pensacola, FL                   1989        107,200        $4.20
K-Mart          Florence, AL                    1992        104,231        $5.05
K-Mart          Pell City, AL                   1992         94,841        $4.79
K-Mart          Perry, FL                       1993         94,841        $5.00
- --------------------------------------------------------------------------------
Drugs for Less  Birmingham, AL                  1993         18,000        $7.50
Harco Drugs     Birmingham, AL                  1993         12,876        $5.95
Harco Drugs     Pell City, AL                   1993          9,100        $7.50
Harco Drugs     Alabaster, AL                   1993          9,100        $8.50
Big B Drugs     Chattanooga, TN                 1994          8,470        $7.00
Harco Drugs     Tuscaloosa, AL                  1994         10,160        $7.90
Revco           Anniston, AL                    1995          9,240        $7.75
Scotty's        Parker, FL                      1995         19,880        $6.25
Revco           Cantonment, FL                  1997          9,240        $7.75
Drugs for Less  Birmingham, AL                  1995         18,000        $7.00
Revco           Dalton, GA                      1996          8,450        $9.75
Harco Drugs     Mobile, AL                      1997         10,125        $8.25
================================================================================


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<PAGE>

                                                                              46


INCOME APPROACH TO VALUE - (CONTINUED)

The comparable Winn Dixie leases indicated a range of rental rates from $6.50 to
$9.26 per square foot, with the year executed ranging from 1993 through 1997.
Based on this comparison the subject's rent is reasonable. TJX is similar to
rents on large discount stores. The comparable Drug rents ranged from $5.95 to
$9.75 per square foot. The Eckerd rental rate, though older, appears market
oriented. Lease rates for the fast food tenants are considered to be market
oriented based on rates for similar national chain fast food restaurants of
which the appraisers are aware. These rates, as in the case of the anchor
tenants, are typically based on construction or renovation cost.

The subject's local tenant space is currently leased to several tenants with
rental rates ranging from $3.50 to $11.02 per square foot. To determine if
contract rents are market oriented and to estimate the market rent for the
subject's vacant space, the following comparable rentals were considered.


                                                       H. J. Porter & Associates
<PAGE>

                           COMPARABLE RENTALS OMITTED

                               [GRAPHIC OMITTED]
<PAGE>

                                                                              47


INCOME APPROACH TO VALUE - (CONTINUED)

                                [GRAPHIC OMITTED]

                                RENT COMPARABLE 1

NAME:                       Alberston Center
LOCATION:                   Northeast corner of Nine Mile Road @ Pine Forest
                            Pensacola, FL
YEAR BUILT:                 1996
SIZE:                       67,000 Sq.Ft. GLA
ANCHOR TENANTS:             55,000 Sq.Ft. Albertsons
                            12,000 Sq.Ft. Local Shop
                            ------                  
                            67,000 Sq.Ft. GLA
SHOP TENANTS:               Mail boxes, etc., Cuts By Us, Erika D's, and Vick's
                            Cleaners
SHOP SPACE RENTS:           $10.50- $12.00 per Sq.Ft.
EXP. CONTRIBUTIONS:         Taxes, CAM and Insurance and 15% Cam Administrative
                            Fee
SHOP OCCUPANCY:             60% (The vacant spaces are pending lease)
VERIFIED WITH:              Les Callahan (770) 395-7216 - 8/20/97
REMARKS:                    The overall condition and quality of this shopping
                            center is good. The center is new and the pass
                            through expenses have not yet been established.


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INCOME APPROACH TO VALUE - (CONTINUED)

                                [GRAPHIC OMITTED]

                                RENT COMPARABLE 2

NAME:                       K & B Drug Center
LOCATION:                   Northwest corner of Nine Mile Road and Palofax
                            Highway Pensacola, FL
YEAR BUILT:                 1986
SIZE:                       25,400 Sq.Ft. GLA +/-
ANCHOR TENANTS:             15,000 Sq.Ft. +/- K & B Drugs
                            10,400 Sq.Ft.     Shop Space
                            ------                      
                            25,400 Sq.Ft.     GLA
SHOP TENANTS:               Subway, H&R Block, Cleaners, Mail Boxes, etc.,
                            Sincere Comics, Hair Salon, O'Malley's Liquors, etc.
SHOP SPACE RENTS:           $9.00 - $10.00 per Sq.Ft.
EXP. CONTRIBUTIONS:         Taxes, CAM, Insurance
SHOP OCCUPANCY:             87%
VERIFIED WITH:              Cindy Homack  (850) 484-7395 8/19/97
REMARKS:                    The agent would not verify specific rents of the
                            tenants. Only a rental range for the shop space was
                            given. The asking rate for a 1,400 square foot
                            vacant space is $10.00 per square foot. According to
                            the agent, costs for taxes, insurance and CAM are
                            running about $1.42 per square foot annually.


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INCOME APPROACH TO VALUE - (CONTINUED)

                               [GRAPHIC OMITTED]

                                RENT COMPARABLE 3

NAME:                       Ensley Square
LOCATION:                   Northeast Corner of Nine Mile Road and Palofax
                            Highway Pensacola, FL
YEAR BUILT:                 1976
SIZE:                       60,630 Sq.Ft.
ANCHOR TENANTS:             38,427 Sq.Ft. Delchamps
                            22,203 Sq.Ft. Shop Space
                            ------                  
                            60,630 Sq.Ft. GLA
SHOP TENANTS:               GTE Mobile Net, Vick's Cleaners, Isey's Pet Center,
                            Ann's Hallmark, Norwest Financial, Delcahps Liquor,
                            Optometrist.
SHOP SPACE RENTS:           $8.00 - $12.00 per Sq.Ft.
EXP. CONTRIBUTIONS:         Cam, Tax and Insurance
SHOP OCCUPANCY:             92%
VERIFIED WITH:              Don Neal - (850) 477-7044, 8/18/97
REMARKS:                    The agent would not verify specific rents of the
                            tenants. Only a rental range for the shop space was
                            given. The asking price for a vacant 1,800 square
                            foot space is $11.00 per square foot. The center is
                            in average condition and has been remodeled in the
                            past five years.


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INCOME APPROACH TO VALUE - (CONTINUED)

                               [GRAPHIC OMITTED]

                                RENT COMPARABLE 4

NAME:                       North Plaza Shopping Center
LOCATION:                   Southwest corner of Nine Mile Road and Palofax
                            Highway Pensacola, FL
YEAR BUILT:                 1986
SIZE:                       82,858 Sq.Ft.
ANCHOR TENANTS:             42,858 Sq.Ft.   Food World
                            10,000+/-Sq.Ft. Big B
                            ------               
                            30,000 Sq.Ft.   Shop Space
                            82,858 Sq.Ft.   GLA
SHOP TENANTS:               Food World Liquors, Cellular One, Dollar General,
                            Tae Kwon Do, Hair Etc., Momma's Wok Chinese.
SHOP SPACE RENTS:           $7.00 - $8.50 per Sq.Ft.
EXP. CONTRIBUTIONS:         Cam, Tax and Insurance
SHOP OCCUPANCY:             81% (Leases are pending that will bring the center
                            to 100% occupancy, if executed).
VERIFIED WITH:              Matt Durney (850) 432-9944, 8/20/97
REMARKS:                    The agent would not verify specific rents of the
                            tenants. Only a rental range for the shop space was
                            given. The agent indicated that the shop space bays
                            are 100 feet deep, which is why the rental rate is
                            below other nearby shopping centers of similar
                            quality.


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<PAGE>

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INCOME APPROACH TO VALUE - (CONTINUED)

                                [GRAPHIC OMITTED]

                                RENT COMPARABLE 5

NAME:                       Palofax Square Shopping Center
LOCATION:                   East side of Pensacola Boulevard, north of Hood Road
                            Pensacola,  FL
YEAR BUILT:                 1989
SIZE:                       165,317  Sq.Ft.
ANCHOR TENANTS:             107,573  Sq. Ft. Wal-Mart
                             10,043  Sq. Ft. Scotty's
                             26,480  Sq. Ft. Vacant Anchor
                             21,221  Sq.Ft.  Shop Space
                            -------                    
                            165,317  Sq.Ft.  GLA

SHOP TENANTS:               City Drugs, Shoe City, Fantastic Sams, Bass
                            Furniture, Goff's Fine Jewelry, and Kim's Nails,
                            etc.
SHOP SPACE RENTS:           $10.00 per Sq.Ft.  (Asking)
EXP. CONTRIBUTIONS:         Cam, Tax and Insurance
SHOP OCCUPANCY:             30% +/-
VERIFIED WITH:              Leasing Agent: 407-261-9109
REMARKS:                    The agent would not verify specific rents of the
                            tenants. Only a quote on vacant space of $10.00 per
                            square foot annually was given.


                                                       H. J. Porter & Associates
<PAGE>

                                                                              52


INCOME APPROACH TO VALUE - (CONTINUED)

The comparable shop space rents indicate a range from $7.00 to $12.00 per sq.ft.
depending upon condition and age of the center. The subject will be expected to
command a rental rate in the upper end of this range at completion of
renovation. Therefore, a rental rate range of $10.00 to $11.00 per sq.ft. is
considered reasonable for the subject after renovation, with market rates
depending on the size of the space. The mall space is expected to rent at a rate
below that of the front shop space and likely would rent at a rate comparable to
that of older centers. The rental rate for mall space is estimated at $8.00 per
sq.ft.

In addition to base rental rates, the leases for all anchor and some of the shop
tenants include percentage rents. No historical information indicating that
percentage rents have been achieved was provided. Thus, no income from
percentage rents is included.

All tenants are required to pay their pro-rata share of expenses for common area
maintenance (CAM), real estate tax, and property insurance. The exception is
Popeyes, which pays its own costs for insurance and common area maintenance.
Also, Eckerd Drugs pays its pro-rata share over the base year tax amount of
$61.267. Except where specifically indicated in existing leases, no other
reimbursement income (CAM administration, structural reserves, and management
fee) is included.

Based on estimated expenses for CAM, tax, and insurance, full reimbursements are
estimated to be $1.19 per sq.ft., with Popeye's paying a reimbursement for ad
valorem taxes only. Actual contract rents and market rates on vacant and short
term tenancies are applied to determine the subject's Potential Rental Income.

The Potential Gross Income is the sum of the subject's contract and market rates
on vacant and short term tenancies plus expense reimbursements for the pro rata
share of taxes, insurance, and common area maintenance. Also, management fees
for four tenants are included. Expenses for these items are estimated in the
Expense Analysis on the following pages. The following table shows the
calculations for the tenants responsible for paying management fees.

================================================================================
                              OTHER EXPENSE REIMBURSEMENTS
================================================================================
                     CAM Admin  Amount  St. Rev.  Amount  Management    Amount
                     ---------  ------  --------  ------  ----------    ------
 Port City Cleaners         0%      $0        $0      $0          5%      $878
 Little Caesar's            0%      $0        $0      $0          5%      $104
 RoDan's                    0%      $0        $0      $0          5%    $5,040
 The Shipping Poste         0%      $0        $0      $0          5%      $107
                                                                        ------
 Category Totals                    $0                $0                $6,129
================================================================================
 Grand Total            $6,129
================================================================================


                                                       H. J. Porter & Associates
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                                                                              53


INCOME APPROACH TO VALUE - (CONTINUED)

The Potential Gross Income is calculated in the following table.

<TABLE>
<CAPTION>
=======================================================================================
                           VALUATION - INCOME APPROACH
=======================================================================================
<S>                                  <C>      <C>   <C>  <C>       <C>         <C>
Potential Rental Income
  Anchor Tenants
      Winn Dixie                      46,372  sq.ft. @   $8.60  =  $398,800
      TJX Corp.                       78,000  sq.ft. @   $4.25  =  $331,500
      Eckerd Drugs                     8,640  sq.ft. @   $6.50  =   $56,160
                                     -------                       --------
Total Anchor Space                   133,012  sq.ft.                           $786,460
  Non-Anchor Tenants
  Shop Tenants
    Movie Gallery                      4,716  sq.ft. @  $10.00  =   $47,160
    Port City Cleaners                 1,950  sq.ft. @   $9.00  =   $17,550
    Little Caesar's                    1,749  sq.ft. @  $10.00  =   $17,500
    Baskin Robbins                     1,322  sq.ft. @  $11.02  =   $14,564
    Payless Shoe Source                3,084  sq.ft. @  $10.00  =   $30,840
    RoDan's Floral                    17,778  sq.ft. @   $5.67  =  $100,801
    Shipping Poste                     1,795  sq.ft. @   $6.69  =   $12,000
   (Available)  NW FL Cripple          3,500  sq.ft. @  $10.50  =   $36,750
    Proposed Space                     2,800  sq.ft. @  $11.00  =   $30,800
  Mall Tenant Space                   13,330  sq.ft. @   $8.00  =  $106,640
                                     -------                       --------
Total Non Anchor Space                52,025                                   $414,605
Fast Food Space
      Burger King                      3,100  sq.ft. @  $13.55  =   $42,000
      Popeye's                         2,000  sq.ft. @  $22.50  =   $45,000
Total Fast Food Space                  5,100  sq.ft.                            $87,000
                                                                             ----------
Total All Space                      190,137  sq.ft.                         $1,288,065
Expense Contributions
  Winn Dixie & TJX                   124,372  sq.ft. @   $1.19  =  $148,193
  Eckerd Drugs  CAM  - Ins.            8,640  sq.ft. @   $0.53  =    $4,592
      Taxes over base                                    $0.34  =    $2,941
  Popeyes                              2,000  sq.ft. @   $0.66  =    $1,320
  Burger King                          3,100  sq.ft. @   $1.19  =    $3,694
  Shop Space                          52,025  sq.ft. @   $1.19  =   $61,989
                                     -------                       --------
   Total                             190,137                                   $222,729
Add: Other Reimbursements                                                        $6,129
                                                                             ----------
POTENTIAL GROSS INCOME                                                       $1,516,923
=======================================================================================
</TABLE>


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<PAGE>

                                                                              54


INCOME APPROACH TO VALUE - (CONTINUED)

Effective Gross Income

Stabilized Vacancy and collection loss are deducted from Potential Gross Income
in order to determine the effective gross income of the property. Winn Dixie,
TJX, Eckerd, and the fast food restaurants are considered credit tenants due to
there financial standing and extended lease terms. As such no deduction for
vacancy or collection loss is deemed necessary.

Local tenant space vacancy is calculated based on prevailing market conditions.
The shop space at the subject property is currently 73% occupied. However, a few
of the tenant spaces are leased on a month to month basis at rental rates
significantly below market.

Local shop vacancy within the five properties surveyed ranged from 8% to 40%.
Management at the center with the highest vacancy rate, Rental No. 1, indicated
that leases are pending that will bring the center to 100% occupancy. Also, the
leasing agent at Rental No. 4, with a 19% vacancy, indicated that leases are
pending that will bring the center to 100% occupancy.

Based on a survey of comparable properties by the appraisers, the overall shop
space vacancy and collection loss, was estimated at 10% of shop space base rent
and projected expense reimbursements ($482,723 x 10% = $48,272). The estimated
effective gross income is calculated as follows:

                          $1,516,923  Potential Gross Income
                             $48,272  Vacancy and Collection Loss
                          ----------
                          $1,468,651  Effective Gross Income

Operating Expenses and Net Operating Income

After estimating Effective Gross Income, all applicable expenses are deducted to
arrive at net operating income. The subject is undergoing a renovation and
proposed expansion that will likely impact the operating expenses. Therefore, to
estimate appropriate expense levels, operating statements from several
comparable properties are analyzed. After this analysis, each expense category
is estimated for the subject.


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                                                                              55


INCOME APPROACH TO VALUE - (CONTINUED)

Comparable #1

Project Name:                       (SUBJECT) Nine Mile Plaza
Location:                           Nine Mile Road
                                    Pensacola, Florida
Year Built:                         1985             GLA:     184,084  SF
Source:                             Income Statement
Type Center:                        Community Shopping Center
Analysis Year:                      1996             Analysis By:     LHH

         Item                          Total              $/SF              %PGR
         ----                          -----              ----              ----
Effective Gross Rent:               $992,080             $5.38
+ CAM/Reimbursements:               $178,813             $0.97
+ Misc Income:                          $390             $0.00
                                        ----             -----
Effec. Gross Income:              $1,171,283             $6.35            100.0%

         Item                          Total              $/SF              %EGI
         ----                          -----              ----              ----
Less Expenses:
  Management:                        $59,766             $0.32              5.1%
  Ad Valorem Tax:                    $89,902             $0.49              7.7%
  Insurance:                         $29,689             $0.16              2.5%
  Administration Expense:             $8,325             $0.05              0.7%
  CAM:                               $47,397             $0.26              4.0%
  Utilities:                         $18,220             $0.10              1.6%
                                     -------             -----              ----

Total Expenses:                     $253,299             $1.37             21.6%
                                    --------             -----             -----

Net Operating Income:               $917,984             $4.97             78.4%
                                    ========             =====             =====

Comments: These estimates are based upon annualized figures from expenses as
          reported through August 1996. Capital expenditures were estimated at
          $35,900.


                                                       H. J. Porter & Associates
<PAGE>

                                                                              56


INCOME APPROACH TO VALUE - (CONTINUED)

Comparable #2

Project Name:                       CONFIDENTIAL
Location:                           East Boulevard
                                    Montgomery, AL
Year Built:                         1987             GLA:     121,236  SF
Source:                             Jan. - Oct. 1996 Operating Statement
Type Center:                        Community Shopping Center
Analysis Year:                      1996 (Annualized)  Analysis By: Philip Minor

         Item                          Total              $/SF              %PGR
         ----                          -----              ----              ----
Effective Gross Rent:               $759,162             $6.26
+ CAM/Reimbursements:               $121,246             $1.00
+ Misc Income:                          $648             $0.01
                                        ----             -----
Effec. Gross Income:                $881,056             $7.27            100.0%

         Item                          Total              $/SF              %EGI
         ----                          -----              ----              ----
Less Expenses:
  Management:                        $45,704             $0.38              5.2%
  Ad Valorem Tax:                    $47,076             $0.39              5.3%
  Insurance:                         $13,195             $0.11              1.5%
  Administration Expense:             $6,781             $0.06              0.8%
  CAM:                               $25,315             $0.21              2.9%
  Miscellaneous:                     $16,403             $0.14              1.9%
                                     -------             -----              ----

Total Expenses:                     $154,474             $1.27             17.5%
                                    --------             -----             -----

Net Operating Income:               $726,582             $5.99             82.5%
                                    ========             =====             =====

Comments: Miscellaneous expense includes $11,015 building repair and
          maintenance, and $5,388 for on-site management.


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                                                                              57


INCOME APPROACH TO VALUE - (CONTINUED)

Comparable #3

Project Name:                       CONFIDENTIAL
Location:                           Florence, AL
Year Built:                         1989             GLA:     206,731  SF
Source:                             year end statement
Type Center:
Analysis Year:                      1993             Analysis By:      DPM

         Item                          Total              $/SF              %PGR
         ----                          -----              ----              ----
Effective Gross Rent:             $1,284,092             $6.21
+ CAM/Reimbursements:                $91,303             $0.44
+ Misc Income:                       $16,262             $0.08
                                     -------             -----
Effec. Gross Income:              $1,391,906             $6.73            100.0%

         Item                          Total              $/SF              %EGI
         ----                          -----              ----              ----
Less Expenses:
  Management:                        $64,340             $0.31              4.6%
  Ad Valorem Tax:                    $51,610             $0.25              3.7%
  Insurance:                         $18,334             $0.09              1.3%
  Administration Expense:            $22,052             $0.11              1.6%
  CAM:                               $61,534             $0.30              4.4%
                                     -------             -----              ----

Total Expenses:                     $217,870             $1.05             15.7%
                                    --------             -----             -----

Net Operating Income:             $1,174,036             $5.68             84.3%
                                  ==========             =====             =====

Comments: 28,000 SF were added to this center in November 1993. The per square
          foot amounts do not include the added space. Likewise, there was some
          construction expenses in the year end statement analysis which are not
          included here.


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                                                                              58


INCOME APPROACH TO VALUE - (CONTINUED)

Comparable #4

Project Name:                       CONFIDENTIAL
Location:                           Birmingham, AL
                                    Birmingham, AL
Year Built:                         1991             GLA:     223,528  SF
Source:                             Year end statement
Type Center:
Analysis Year:                      1992             Analysis By:      DPM

         Item                          Total              $/SF              %PGR
         ----                          -----              ----              ----
Effective Gross Rent:             $1,213,225             $5.43
+ CAM/Reimbursements:               $133,436             $0.60
                                    --------             -----
Effec. Gross Income:              $1,346,661             $6.02            100.0%

         Item                          Total              $/SF              %EGI
         ----                          -----              ----              ----
Less Expenses:
  Management:                        $54,531             $0.24              4.0%
  Ad Valorem Tax:                   $118,850             $0.53              8.8%
  Insurance:                         $11,892             $0.05              0.9%
  CAM:                              $128,655             $0.58              9.6%
  Miscellaneous:                      $5,559             $0.02              0.4%
                                      ------             -----              ----

Total Expenses:                     $319,487             $1.43             23.7%
                                    --------             -----             -----

Net Operating Income:             $1,027,174             $4.60             76.3%
                                  ==========             =====             =====

Comments: Based on these expense comparables, and the developers estimated
          expenses, the pertinent expense categories and appropriate amounts are
          estimated as:


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                                                                              59


INCOME APPROACH TO VALUE - (CONTINUED)

Management/Leasing:           The management fee of the comparable properties
                              ranged from 3.8% to 6.1%. As indicated previously,
                              the subject property is one of fifteen shopping
                              centers in a cross collateralized portfolio of
                              retail properties under single management.
                              Considering economies of scale, the subject's
                              management fee is estimated at the low end of the
                              range at 4% of effective rental income.

Ad Valorem tax:               The subject's ad valorem tax is estimated at
                              $126,000 per year. This estimate is developed, in
                              detail, in the Ad Valorem Tax section of this
                              report.

Insurance:                    Based upon the expense comparables, the cost of
                              insuring the subject's improvements and the cost
                              of liability insurance is estimated at $25,000 per
                              year or $0.13 per sq.ft.

Common Area Maintenance:      Common area maintenance expense is estimated at
                              $75,000 or $0.40 per sq.ft. per year. This expense
                              typically includes parking lot and walkway repairs
                              and maintenance, landscaping service, any common
                              utility cost, and garbage collection. The
                              subject's estimated expense was based on expense
                              comparables.

Structural Maintenance:       The landlord is responsible for structural repairs
                              and upkeep for all but one of the tenant spaces.
                              Based on a comparison with other centers and given
                              the extensive proposed renovation of the subject
                              this expense is estimated at $8,500 per year or
                              $.05 per sq.ft.

Administrative:               This expense is estimated to be $4,000 per year or
                              $.02 per square foot, and is based on the expense
                              comparables.

Total stabilized operating expenses for the subject are estimated at $288,364 or
$1.52 per sq.ft. annually. The following illustrates the development of Net
Operating Income, estimated at $1,180,287, by subtracting total operating
expenses from Effective Gross Income:

                          $1,468,651    Effective Gross Income
                            $288,364    Total Operating Expenses
                          ----------
                          $1,180,287    Net Operating Income


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                                                                              60
INCOME APPROACH TO VALUE - (CONTINUED)

Overall Capitalization Rate and Estimated Value

To estimate the subject's value via the Income Approach, the subject's
stabilized net operating income is capitalized with an overall capitalization
rate of 9.00%. The selected overall capitalization rate is based on several
methods of capitalization rate development with consideration given to the cross
collateralization of the subject property with the other fourteen shopping
centers in the securitized portfolio of retail properties. The cap rate
development methods, which are presented following the Income Approach Summary
on the following page, includes rates extracted from comparable sales, recently
published investor surveys, and three methods using mortgage and equity
positions which include the Ellwood, Band of Investment, and Debt Coverage Ratio
Methods.

Rates extracted from the comparable sales, ranged from 9.89% to 10.7%, with an
average of 10.33%. Published rates from the Korpacz Second Quarter 1997 Investor
Survey ranged from 9.0% to 10.5% with an average rate of 9.6%. The most likely
rates from the three mortgage/equity methods ranged from 8.87% to 9.14%. The
rates developed with mortgage/equity factors reflect current condition and
declining interest rates. The criteria used for these methods was taken from the
above investor survey and from interviews with mortgage brokers.

The High, Middle, and Low average of the five methods of cap rate development
are 9.85%, 9.37%, and 8.92%, respectively. Based on this analysis and the above
considerations, the subject's overall capitalization rate is estimated to fall
between the Middle and Low range of the five methods.

Estimated Value by Income Approach

The subject's stabilized net operating income of $1,180,287 is capitalized with
an overall capitalization rate of 9.0% for an indicated value by direct
capitalization of $13,114,300, which is rounded to $13,100,000. A summary of the
income approach is presented below.


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                                                                              61

INCOME APPROACH TO VALUE - (CONTINUED)

================================================================================
POTENTIAL GROSS INCOME                                                $1,516,923
Less Vacancy and Collection Loss
 Anchor/Fast Food         0.00%  Rent + Exp. Cont.  =       $0
 Shops                   10.00%  Rent + Exp. Cont.  =  $48,272
 Total Vacancy                                                           $48,272
                                                                      ----------
EFFECTIVE GROSS INCOME                                                $1,468,651

                                                 % of    $ per
Less Expenses:                          Total $  E.G.I.   S.F.
                                        -------  ------   ----
                         Management     $49,864    4.0%  $0.26
                         Ad.Val.       $126,000    8.6%  $0.66
                         Insurance      $25,000    1.7%  $0.13
                         CAM            $75,000    5.1%  $0.40
                         St. Maint.      $8,500    0.6%  $0.05
                         Misc. Admin.    $4,000    0.3%  $0.02
                                       --------   -----  -----
                                                  19.6%  $1.52

Total Expenses                                                          $288,364
                                                                      ----------
NET OPERATING INCOME                                                  $1,180,287
TOTAL INDICATED VALUE - At Stabilized Occupancy
                 NOI      $1,180,287 Capitalized @    9.0%     =     $13,114,300
                                                          (Rounded)  $13,110,000
================================================================================


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                                                                              62


INCOME APPROACH TO VALUE - (CONTINUED)

================================================================================
Property Capitalization
Rate Justification
================================================================================

                                                High         Middle         Low
                                                ----         ------         ---

                                            -----------------------------------
1. Market extracted rates for                 10.70%         10.33%       9.89%
                                            -----------------------------------
    similar local properties
                                            -----------------------------------
2. Recent published cap rates                  10.5%          9.60%       9.00%
                                            -----------------------------------
    used by institutional investors -
    Source: Korpacz Report 2nd Quarter
    1997

3. Ellwood method calculated rates

    11.55% = Eqty yield before tax

% Property appreciation (income) over
 hold period  =                               -5.00%          0.00%       5.00%

    75%    = Mortgage percent of value

    7.75%  = Mortgage interest rate

    20.0   = Mortgage term in years

    10.0   = Investment holding period

    9.85%  = Rm = Mortgage constant

    14.4%  = Rmp = Mortgage constant
             over holding period

    31.6%  = P = Percent of mortgage paid
             off over hold period

    5.8%   = SFF = Sink fund factor

    37.2%  = J factor
                                            -----------------------------------
                  Calculated cap rate =        9.36%          8.90%       8.45%
                                            -----------------------------------
4. Band of Investment Method

              Mortgage percent to value      70.000%         75.00%      80.00%
                      Mortgage constant       10.35%          9.85%       9.35%
                Equity percent to value       30.00%         25.00%      20.00%
                 Eqty cash on cash rate        8.00%          7.00%       6.00%
                                            -----------------------------------
                    Calculated cap rate        9.65%          9.14%       8.68%
                                            -----------------------------------
5. Debt Coverage Ratio Method

              Req'd debt coverage ratio         1.35           1.20        1.15
              Mortgage percent to value       70.00%         75.00%      80.00%
                      Mortgage constant       10.35%          9.85%       9.35%
                                            -----------------------------------
                    Calculated cap rate        9.06%          8.87%       8.60%
                                            -----------------------------------

                Average of Five Methods        9.85%          9.37%       8.92%
================================================================================


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                                                                              63


================================================================================
                                Explanatory Notes

                          Capitalization Rate Evidence

The accompanying chart illustrates five different sets of data or evidence as to
appropriate current property capitalization rates.

      Item # 1 Reflects the current range in capitalization rates in the local
      market based on actual sales - this information is historical in nature
      although there has been a fairly consistent pattern evident in this market
      over the years.

      Item # 2 Reflects actual cap rates used by large financial institutions in
      the acquisition and financing of major real estate projects. These rates
      are also historical in nature and are consistent with properties that
      would appeal to at least a regional and perhaps a national market of
      potential buyers.

      Item # 3 Reflects a calculated cap rate utilizing the Ellwood model based
      on future expectations in income and property value growth and equity
      yield rates - explicit input assumptions are listed. This method is
      compelling when market mortgage and equity yield returns are predictable
      and property and income changes can be reliably predicted.

      Item # 4 Analyzes required capital outlays to service both the debt (ie
      mortgage payment) and the equity (cash on cash or before tax cash flow or
      equity dividend). The weighted average of these required returns is, by
      definition, equal to the capitalization rate. It should be noted that the
      mortgage interest rate and equity yield rate are NOT part of this
      calculation.

      Item #5 Provides another method often used by lenders. The debt coverage
      ratio is a factor equal to the net operating income divided by the annual
      debt service - in other words, it is an estimate of the "cushion" or
      excess of net operating income over and above debt service. The calculated
      cap can be solved for by the following formula Ro = Rm X DCR X M.

The actual cap rate used by the appraisers in this analysis is bracketed by this
information. Further, this chart illustrates the implicit market expectations of
the various investment parameters that are reflected by the specific
capitalization rate used.
================================================================================


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<PAGE>

                                                                              64


SALES COMPARISON APPROACH

To estimate the subject property's value by market comparison, a direct
comparison is made with actual sales of other shopping center properties. These
sales are analyzed on the basis of price per square foot of gross leasable area.

While the subject property is part of a large portfolio of retail properties
which would most likely be marketed as a total package, no sales of similar
portfolio of properties were found with which to compare. No recent arms length
transactions of similar sized shopping centers in Pensacola and surrounding
areas of the Florida Panhandle were discovered. As such, a search of the broader
market was made. The market for retail properties is national, and purchases are
made on the strength and reliability of the income stream. Similar shopping
center sales were located in Birmingham and Slidell, Louisiana. Also, a sale of
a neighborhood center within the subject's immediate market area was included.

Each sale is adjusted to the subject for pertinent items, including unusual
financing or conditions of sale, time lapsed since sale, and physical
differences such as age, condition, and construction quality and location as
reflected in the net operating income.

The sales considered are detailed on the following pages with a comparison and
adjustment following the presentation of the sales data.


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                                                                              65


SALES COMPARISON APPROACH - (CONTINUED)

Sale #1
Address/Location:             Eastwood Festival Center
                              Crestwood Blvd.
                              Birmingham, AL
Grantor:                      Eastwood Real Estate, Inc.
Grantee:                      Developer's Diversified of Alabama, Inc.
Sale Date:                    12/09/1995
Sale Price:                   $17,649,000
Cash Equiv Price:             $17,649,000
Terms:                        Cash to Seller
Recorded:                     Inst. # 1995 129566; Jefferson County
Verified With:                Eric Zimmerman, Agent (404) 364-3222
Verified By:                  David Mullins, H.J. Porter & Associates
Date Verified:                04/17/1996
Rights Conveyed:              Leased Fee
Land Size:                    41.0 Acres
Access/Visibility:            Average/Average
Highest & Best Use:           Community Shopping Center
Building Size:                284,506 SF(NRA)
Land:Bldg Ratio:              6.3
Year Built:                   1986
Condition:                    Good
Building
Description:                  One story masonry construction with stucco
                              exterior finish, and flat built-up roof.
Anchors:                      Office Depot, Michaels, Steimart, Cobb Theatre
Anchor - Sq. Ft.:             184,506                     Anchor %:  64.85
Local - Sq. Ft.:              100,000                     Local %:  35.15
Lease Information:            All tenants pay pro-rata share of CAM, taxes, and
                              insurance.


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                                                                              66


SALES COMPARISON APPROACH - (CONTINUED)

Sale #1 (Continued)
ANALYSIS
(1|2|3) *Source                                TOTAL $ AMOUNT     $ PER SF (NRA)
                                               --------------     --------------
(B\E\F)          Potential Gross Income:         $2,751,454            $9.67
(B\E\F)          Vac & Credit Loss:                $137,573            $0.48
                                                 ----------            -----
(B\E\F)          Effec. Gross Income:            $2,613,881            $9.19
(B\E\F)          Less Expenses:                    $725,438            $2.55
                                                 ----------            -----
(B\E\F)          Net Oper. Income                $1,888,443            $6.64

================================================================================
Field 1:             S=Seller       B=Buyer                       A=Appraiser
Field 2:             A=Actual       E=Estimated
Field 3:             P=Prior Year   F=Year Following
================================================================================

INDICATORS OF VALUE:                Price Per SF (NRA):                 $62.03
                                    PGIM:                               6.41
                                    EGIM:                               6.75
                                    Ro:                                 10.7%
                                    Expense Ratio:                      27.75%

Remarks:    In addition to the anchor tenants noted above, this center includes
            several large owner occupied retail stores such as Home Depot, Campo
            Electronics, and Western Supermarket. The owner occupied stores were
            not included in the sale. The sale was originally negotiated at a
            10.25% cap rate, but because of a kick-out clause in the Steinmart
            lease the purchasers renegotiated for a 10.7% cap rate. Occupancy at
            time of sale was not reported but was believed to be in excess of
            95%. The potential gross income includes expense contribution and
            the expenses are gross before deductions for contributions.


                                                       H. J. Porter & Associates
<PAGE>

                                                                              67


SALES COMPARISON APPROACH - (CONTINUED)

Sale #2
Address/Location:             The Village on Lorna
                              3301 Lorna Road
                              Hoover, AL
Grantor:                      Lorna Properties
Grantee:                      Village on Lorna Shopping Center, Ltd.
Sale Date:                    05/26/1995
Sale Price:                   $11,200,000
Cash Equiv Price:             $11,200,000
Equity:                       $2,240,000
Debt:                         $8,960,000        Year 1 Debt Service:  $933,084
Terms:                        Cash to seller: Equity, debt and YR1 Debt Service
                              estimated based on 80% LTV, 8.5% interest, 20 yr.
                              amortization
Recorded:                     Inst. #1995 61351; Jefferson County
Verified With:                Hunter Keller, Engel Realty (205) 939-6800
Verified By:                  David Mullins, H.J. Porter & Associates
Date Verified:                04/18/1996
Rights Conveyed:              Leased Fee
Land Size:                    12.6 Acres
Access/Visibility:            Average/Average
Highest & Best Use:           Neighborhood Shopping Center
Parking:                      728                         Parking Ratio:  5.15
Building Size:                141,444 SF(NRA)
Land:Bldg Ratio:              3.9
Year Built:                   1986
Condition:                    Avg/Good
Building
Description:                  One story masonry construction neighborhood
                              shopping center containing two separate buildings.
Anchors:                      Delchamps 51,945 sq.ft., Drugs for Less 14,500
                              sq.ft.
Anchor - Sq. Ft.:             66,445                      Anchor %:  46.98
Local:                        Typical local, regional and national small shops
Local - Sq. Ft.:              74,999                      Local %:  53.02
Lease Information:            Anchors & Local: CAM, taxes and insurance.
                              Delchamps recently expanded and renovated their
                              space with an estimated expenditure of 2.5 to 3
                              million dollars. In conjunction, they signed a new
                              15 year lease with 3, 5 year options.


                                                       H. J. Porter & Associates
<PAGE>

                                                                              68


SALES COMPARISON APPROACH - (CONTINUED)

Sale #2 (Continued)

ANALYSIS
(1|2|3) *Source                              TOTAL $ AMOUNT       $ PER SF (NRA)
                                             --------------       --------------
(A\E\F)          Potential Gross Income:       $1,578,760             $11.16
(A\E\F)          Vac & Credit Loss:               $94,725              $0.67
                                               ----------             ------
(A\E\F)          Effec. Gross Income:          $1,484,034             $10.49
(A\E\F)          Less Expenses:                  $376,266             $2.66
                                               ----------             ------
(A\E\F)          Net Oper. Income              $1,107,768             $7.83
(A\E\F)          Debt Service (Yr 1):            $933,084             $6.60
                                               ----------             ------
(A\E\F)          Cash Flow:                      $174,684             $1.24

================================================================================
Field 1:             S=Seller       B=Buyer                       A=Appraiser
Field 2:             A=Actual       E=Estimated
Field 3:             P=Prior Year   F=Year Following
================================================================================

INDICATORS OF VALUE:                Price Per SF (NRA):                 $79.18
                                    PGIM:                               7.09
                                    EGIM:                               7.55
                                    Ro:                                 9.89%
                                    Re:                                 7.79%
                                    Expense Ratio:                      25.35%

Remarks:    PGI includes potential rent based on actual base rent plus expense
            contributions and misc. income. The actual 1994 NOI was $901,481 and
            is somewhat skewed due to vacancy of local space during Delchamps
            expansion and rent concession during this period. Also, leasing
            commissions and T.I. was deducted as expenses before NOI calculated.


                                                       H. J. Porter & Associates
<PAGE>

                                                                              69


SALES COMPARISON APPROACH - (CONTINUED)

Sale #3
Address/Location:             Village at Northshore
                              U.S. 190 @ Northshore Boulevard
                              Slidell, LA
Grantor:                      Maurin-Ogden Limited Partnership
Grantee:                      IRT Property Co.
Sale Date:                    12/21/1994
Sale Price:                   $8,239,000
Cash Equiv Price:             $8,239,000
Equity:                       $2,401,237
Debt:                         $5,837,763
Terms:                        $2,401,237 cash plus assumption of above debt.
Recorded:                     Instrument #932973; St. Tammany Parish County
Verified With:                Grady Brome, Agent, Sterling Properties (504)
                              523-4481
Verified By:                  David P. Mullins, H.J. Porter & Associates
Rights Conveyed:              Leased Fee Estate
Land Size:                    12.88 Acres
Access/Visibility:            Good/Good
Highest & Best Use:           Community Shopping Center
Parking:                      621                         Parking Ratio:  5.00
Building Size:                124,248 SF(NRA)
Land:Bldg Ratio:              4.5
Year Built:                   1990
Condition:                    Good
Building
Description:                  Concrete block with brick veneer and dryvit
                              exterior. Roof cover is built up on steel frame
                              with slate accents.
Anchors:                      Delchamps
Anchor - Sq. Ft.:             101,348                     Anchor %:  81.57
Local:                        Typical
Local - Sq. Ft.:              22,900                      Local %:  18.43
Lease Information:            Pass Throughs: Local: (X) CAM (X) Taxes (X)
                              Insurance Anchor: (X) CAM (X) Taxes (X) Insurance
                              Kirschman's Furniture is on a ground lease.


                                                       H. J. Porter & Associates
<PAGE>

                                                                              70


SALES COMPARISON APPROACH - (CONTINUED)

Sale #3 (Continued)

ANALYSIS
(1|2|3) *Source                              TOTAL $ AMOUNT      $ PER SF (NRA)
                                             --------------      --------------
(A\E\P)          Potential Gross Income:        $914,682              $7.36
(A\E\P)          Vac & Credit Loss:              $17,404              $0.14
                                                --------              -----
(A\E\P)          Effec. Gross Income:           $879,278              $7.08
(A\E\P)          Less Expenses:                  $57,289              $0.46
                                                --------              -----
(A\E\P)          Net Oper. Income               $839,989              $6.76

================================================================================
Field 1:             S=Seller       B=Buyer                       A=Appraiser
Field 2:             A=Actual       E=Estimated
Field 3:             P=Prior Year   F=Year Following
================================================================================

INDICATORS OF VALUE:                Price Per SF (NRA):                 $66.31
                                    PGIM:                               9.01
                                    EGIM:                               9.37
                                    Ro:                                 10.20%
                                    Expense Ratio:                      6.52%

Remarks:   PGI based on following estimated rents: Delchamp's $9.00/sq.ft.,
           Service Merchandise $4.00/sq.ft., average local space $9.50/sq.ft.,
           and Kirschman's ground lease @ $35,000/yr. Vacancy based on 8% of
           local tenant income. No expense contributions included in PGI.
           Likewise, not tax, CAM or insurance included in expenses. Expenses
           based on 5% of EGI plus $.10/sq.ft.


                                                       H. J. Porter & Associates
<PAGE>

                                                                              71


SALES COMPARISON APPROACH - (CONTINUED)

Sale #4
Address/Location:             Ensley Square Shopping Center
                              Northeast Corner of Nine Mile Road and Palofax
                               Highway
                              Pensacola, Florida
Grantor:                      Noro - Ensley Square Holdings BV
Grantee:                      Branch / HOP Associates, L.P.
Sale Date:                    11/15/1995
Sale Price:                   $3,450,000
Cash Equiv Price:             $3,450,000
Terms:                        Cash Buyer assumed loan of $1,518,700 at a
                              reported market level rate. No known affect on
                              sale price.
Recorded:                     O.R. Book 3872 Page 477; Escambia County
Verified By:                  Terry Hoffman, MAI  - Hoffman & Associates
Rights Conveyed:              Leased Fee
Land Size:                    6.41  Acres
Access/Visibility:            Good/Good
Highest & Best Use:           Shopping Center
Building Size:                60,630 SF(NRA)
Land:Bldg Ratio:              4.61
Year Built:                   1976
Condition:                    Average
Building
Description:                  One story masonry and wood exterior neighborhood
                              shopping center. Built up flat roof.
Anchors:                      Delchamps
Anchor - Sq. Ft.:             38,427                      Anchor %: 63.4
Local:                        Radio Shack, GTE Mobile Net, Vick's Cleaners,
                              Isey's Pet Center, Ann's Hallmark, Northwest
                              Financial, Delchamp's Liquor, etc.
Local - Sq. Ft.:              22,203                      Local %: 36.6
Lease Information:            Tenants pay a pro-rata share of CAM, Taxes, and
                              Insurance.


                                                       H. J. Porter & Associates
<PAGE>

                                                                              72


SALES COMPARISON APPROACH - (CONTINUED)

Sale #4 (Continued)

ANALYSIS
(1|2|3) *Source                          TOTAL $ AMOUNT       $ PER SF (NRA)
                                         --------------       --------------
(A\E\F)         Effective Gross Income      $454,218               $7.49
(A\E\F)         Expenses                     $90,843               $1.50
                                            --------               -----
(A\E\F)         Net Oper. Income            $363,375               $5.99

  ==============================================================================
* Field 1:        S=Seller        B=Buyer                      A=Appraiser
  Field 2:        A=Actual        E=Estimated
  Field 3:        P=Prior Year    F=Year Following
  ==============================================================================

INDICATORS OF VALUE:              Price Per SF (NRA):                 $56.90
                                  PGIM:                               N/A
                                  EGIM:                               7.60
                                  Ro:                                 10.53%
                                  Expense Ratio:                      20%

Remarks: Verification of effective gross income was through the purchaser's
agent. Net income was estimated based on discussions with the agent.


                                                       H. J. Porter & Associates
<PAGE>

                               IMPROVED SALES MAP

                                [GRAPHIC OMITTED]
<PAGE>

                                                                              73


SALES COMPARISON APPROACH - (CONTINUED)

The sales present on the previous pages are compared to the proposed subject and
adjusted for items of difference.

<TABLE>
<CAPTION>
===================================================================================================================
                                                   MARKET SALES COMPARISON GRID
===================================================================================================================
Comp. Number                           SUBJECT                #1                #2                #3             #4
<S>                           <C>               <C>               <C>               <C>               <C>
Name                           Nine Mile Plaza    Festival Cntr.  Village on Lorna    Village@Norths  Ensley Square

Grantor                                              Eastwood RE       Lorna Prop.      Maurin-Ogden           Noro

Grantee                                         Developer's Div.    Vill. on Loran  IRT Property Co.     Branch/HOP
                                                                              Ltd.

Location                        Nine Mile Road   Crestwood Blvd.          Lorna Rd      U.S. Hwy 190  Nine Mile Rd.

                                 Pensacola, FL    Birmingham, AL    Birmingham, AL       Slidell, LA  Pensacola, FL

Cash Eq. Sale Price                                  $17,649,000       $11,200,000        $8,239,000     $3,450,000

Date of Sale                          10/01/97          12/09/95          05/26/95          12/21/94       11/15/95

Building Area SF (NRA)                 190,137           284,506           141,444           124,248         60,630
===================================================================================================================
Unadjust. Price/SF                                        $62.03            $79.18            $66.31         $56.90

Net Oper. Income                    $1,180,287        $1,888,443        $1,107,768          $839,989       $363,375

Per SF                                   $6.21             $6.64             $7.83             $6.76          $5.99
===================================================================================================================
ADJUSTMENTS                                                   #1                #2                #3             #4

                                                          Normal            Normal            Normal         Normal

Conditions of Sale                                            0%                0%                0%             0%

Market Conditions/Time                                      9.1%             11.8%             13.9%           9.4%

at 0% /year
===================================================================================================================
Preliminary Adj. Price                               $19,255,059       $12,521,600        $9,384,221     $3,774,300

Preliminary Adj. Price/Sq.Ft.                             $67.68            $88.53            $75.53         $62.25
===================================================================================================================
PHYSICAL DIFFERENCES                                          #1                #2                #3             #4

        NOI Adjuster                                      -6.48%           -20.69%            -8.14%          3.67%

Adjustment                                          ($1,246,939)      ($2,590,676)        ($763,509)       $138,622
===================================================================================================================
Final Adjusted Price                                 $18,008,120        $9,930,924        $8,620,712     $3,912,922

Final Adj. Price/Sq.Ft.                                   $63.30            $70.21            $69.38         $64.54
===================================================================================================================
</TABLE>


                                                       H. J. Porter & Associates
<PAGE>

                                                                              74


SALES COMPARISON APPROACH - (CONTINUED)

The sales were adjusted to the subject for the following items:

Condition of sale:              No adjustment indicated.

Time:                           Considers an increase of 5% per year based on
                                analysis of the overall capitalization rates of
                                the comparable sales and range of rates from the
                                five methods considered in the Income Approach.

Net Operating Income:           The comparable sales were adjusted to the
                                subject based on the difference in net operating
                                income. The physical and economic
                                characteristics such as condition, age, vacancy,
                                size, and location are reflected in a property's
                                net operating income. As indicated in the
                                following table, there is a direct relationship
                                between the sale price per square foot and net
                                operating income per square foot.

                          =============================
                          Sale #      SP/SF      NOI/SF
                          -----------------------------
                            1        $62.03       $6.64
                            2        $79.18       $7.83
                            3        $66.31       $6.76
                            4        $56.90       $5.99
                          =============================

                                The adjustment for NOI is based on the following
                                formula: the comparable sales NOI per square
                                foot is subtracted from the subject's estimated
                                NOI per square foot and the difference is
                                divided by the comparable's NOI per square foot.

The comparable sales present an adjusted range of value from $63.30 to $70.21
per square foot. Based on this analysis with consideration given to the
subject's cross collateralization, the subject's value is estimated at $66.00
per square foot.

Based on these adjusted sales, the subject property is valued by direct
comparison as:

190,137 Sq.Ft. GLA @  $66.00        =                               $12,549,042
                                    Rounded                         $12,550,000


                                                       H. J. Porter & Associates
<PAGE>

                                                                              75


SALES COMPARISON APPROACH - (CONTINUED)

The Effective Gross Rent Multipliers (EGIM) derived from the above sales are
highlighted as:

                         SALE #               EGIM
                         ------               ----
                           1                  6.75
                           2                  7.55
                           3                  9.37
                           4                  7.60

The Effective Gross Income Multipliers of the four comparable sales range from
6.75 to 9.37. The high end of the range is established by Sale No. 3. No
consideration was given to Sale 3's EGIM because its estimated effective gross
income does not include reimbursement income. Considering the subject property's
overall effective age, an EGIM of 7.60 is considered reasonable. The subject is
valued by EGIM as:

$1,468,651 x 7.6                =                                  $11,161,748
                                Rounded                            $11,160,000

Due to discrepancies between the sales and the subject property with regard to
expense collections, expense ratios and reimbursement income, the price per
square foot technique is considered the most reliable in this instance and very
little emphasis is placed on the EGIM indicator. Considering this factor, the
concluded prospective market value estimate "At Stabilized Occupancy" by the
Sales Comparison Approach is $12,500,000.


                                                       H. J. Porter & Associates
<PAGE>

                                                                              76


RECONCILIATION AND FINAL VALUE ESTIMATE

Cost Approach........................................................$11,670,000

This approach is considered to be less reliable than the Income and Market
Approaches. While the estimated cost new is believed to be reliable, being based
on a respected national cost service's figures, and the estimation of accrued
depreciation somewhat straight forward, the subject's estimated land value is
less conclusive. The market for vacant commercial land similar to the subject
property is not very active. This approach is given secondary consideration to
the Income and Market Approaches.

Income Approach......................................................$13,110,000

This approach is felt to be most indicative of the subject's value. It best
reflects current and projected market conditions as they relate to the subject
and mirrors the actions of investors in today's market. Overall, this approach
is afforded greatest consideration and is supported by the Market Approach.

Market Approach......................................................$12,500,000

This approach is based on the most recent sales of other neighborhood shopping
centers. Due to discrepancies between the sales and the subject property with
regard to expense collections, expense ratios and reimbursement income, the
price per square foot technique is considered the most reliable in this
instance. This approach is afforded less consideration than the Income Approach.

Based on the value indications summarized above, we are of the opinion that the
prospective market value of the subject's leased fee interest, "At Completion"
as of October 1, 1997 is:

                            THIRTEEN MILLION DOLLARS
                                  ($13,000,000)


                                Divided As:
                                Improvements                        $11,440,000
                                Land                                  1,560,000
                                                                    -----------
                                Total                               $13,000,000


                                                       H. J. Porter & Associates
<PAGE>

                                                                              77


VALUE "AS IS"

The value "As Is" is calculated by subtracting the estimated cost of renovation
with an allowance for developer's profit from the estimated value "At Completion
of Proposed Renovation." Renovation cost estimates were obtained from
representatives of Newton, Oldarcre, McDonald, the project developer. According
to information obtained, the total costs for the renovation and 2,800 square
foot addition is $1,122,895. Based on a physical inspection by the Associate
Appraiser, it is estimated that 75% of the project is complete. Thus, the
remaining costs to complete are estimated at $280,724. The contractor is nearing
completion of the new facade. Additional site improvements and the 2,800 square
foot shop space addition remain. The estimates did not include an allowance for
developer's profit. The developer's profit used in the Cost Approach was
estimated at 20%. For renovation projects where leases are already in place, a
lower developers profit would be expected. A rate of 10% is considered most
likely for a renovation project like the subject. The "As Is" value for the
subject property is presented in the following table.

================================================================================
CALCULATION OF "AS IS" VALUE
================================================================================
Prospective Market Value "At Completion of
 Proposed Renovation"                                                $13,000,000

Less Estimated Renovation Cost                                          $280,724

Less Developers Profit on Renovation Cost @ 15%                          $28,072
                                                                     -----------

Estimated "As Is" Value                                              $12,691,204

                                                      Rounded        $12,690,000
================================================================================

Based upon our investigation into the subject property, and its current economic
environment, we are of the opinion that the market value of the leased fee
interest in the subject property "As Is" as of August 13, 1997 is:

               TWELVE MILLION SIX HUNDRED NINETY THOUSAND DOLLARS
                                  ($12,690,000)


                                                       H. J. Porter & Associates
<PAGE>

                                                                              78

                                  CERTIFICATION

We certify that, to the best of our knowledge and belief,...

1.    The statements of fact contained in this report are true and correct.

2.    The reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions, and are our personal,
      unbiased professional analyses, opinions and conclusions.

3.    We have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved.

4.    Our compensation is not contingent on an action or event resulting from
      the analyses, opinions, or conclusions in, or the use of, this report. Our
      compensation is not contingent upon the reporting of a predetermined value
      or direction in value that favors the cause of the client, the amount of
      the value estimate, the attainment of stipulated result, or the occurrence
      of a subsequent event.

5.    Our analyses, opinions, and conclusions were developed, and this report
      has been prepared, in conformity with the requirements of the Code of
      Professional Ethics and the Standards of Professional Practice of the
      Appraisal Institute, and the Uniform Standards of Professional Appraisal
      Practice as promulgated by the Appraisal Standards Board of the Appraisal
      Foundation.

6.    The use of this report is subject to the requirements of the Appraisal
      Institute and the applicable State Real Estate Appraisers Board relating
      to review by its duly authorized representatives.

7.    This assignment was made subject to regulations of the applicable State
      Real Estate Appraisers Board. The undersigned State Certified General Real
      Property Appraisers have met the requirements of the board that allow this
      report to be regarded as a "certified appraisal."

8.    Howard J. Porter, Jr., MAI, CCIM is currently certified under the
      continuing education program of the Appraisal Institute.

9.    Matthew S. Rice has made a personal inspection of the property that is the
      subject of this report. Howard J. Porter, Jr., MAI, CCIM has not made a
      personal inspection of the property that is the subject of this report.

10.   No one provided significant professional assistance to the persons signing
      this report.

11.   This appraisal assignment was not based on a requested minimum valuation,
      a specific valuation, or the approval of a loan.


                                                       H. J. Porter & Associates
<PAGE>

                           CERTIFICATION - (CONTINUED)

12.   Based upon our investigation into the subject property, and its current
      economic environment, we are of the opinion that the market values of the
      leased fee interest in the subject property on the effective dates of
      value are:

"As Is"
Leased Fee Interest
as of August 13, 1997:

               TWELVE MILLION SIX HUNDRED NINETY THOUSAND DOLLARS
                                  ($12,690,000)

Prospective Market Value
"At Completion of Proposed Renovation"
Leased Fee Interest
as of October 1, 1997

                            THIRTEEN MILLION DOLLARS
                                  ($13,000,000)


       /s/ HOWARD J. PORTER, JR.                              11/25/97
       -----------------------------------------------        --------
       HOWARD J. PORTER, JR., MAI, CCIM                         Date
       Certified General Real Property Appraiser
       Alabama Certificate #G00051


       /s/ MATTHEW S. RICE                                    11/25/97
       -----------------------------------------------        --------
       MATTHEW S. RICE                                          Date
       Certified General Real Property Appraiser
       Florida Temporary Practice Permit #00001155


                                                       H. J. Porter & Associates
<PAGE>

ADDENDUM

      EXHIBITS

      Location Map................................................ Facing Page 4
      Tax Map Location............................................ Facing Page 7
      Area Map................................................... Facing Page 10
      Subject Photographs........................................ Facing Page 18
      Site Plan.................................................. Facing Page 21
      Land Sales Map............................................. Facing Page 34
      Rental Location Map........................................ Facing Page 47
      Improved Sales Map......................................... Facing Page 73

      REAR EXHIBITS
      Improved Sale Photographs
      Lease Synopsis
      Engagement Letter
      Assumptions and Limiting Conditions
      Appraisers' Qualifications


                                                       H. J. Porter & Associates
<PAGE>

                                [GRAPHIC OMITTED]

                               IMPROVED SALE NO. 1

                                [GRAPHIC OMITTED]

                               IMPROVED SALE NO. 2
<PAGE>

                                [GRAPHIC OMITTED]

                               IMPROVED SALE NO. 3

                                [GRAPHIC OMITTED]

                               IMPROVED SALE NO. 4
<PAGE>

                              DRAFT LEASE SYNOPSIS

Tenant:                             Winn-Dixie Montgomery, Inc.

Area:                               46,372 sq.ft. (After renovation)

Term:                               20 years from date of execution (3/21/97)

Renewal Options:                    Five options for five years each

Minimum Rental:                     $8.60 per sq.ft. - $398,800 per year

Percentage Rent:                    1% of gross sales exceeding $39,880,000

Expense Contributions:

         C.A.M.                     Tenant Pays Pro Rata Share
         Tax                        Tenant Pays Pro Rata Share
         Insurance                  Tenant Pays Pro Rata Share
         Other                      None

Utilities Paid By:                  Tenant

Repairs by Landlord:                Roof, exterior and structural maintenance
                                    and electrical and plumbing services to
                                    demised premises

Repairs by Tenant:                  All other including mechanical, plate glass,
                                    and HVAC

Parking:                            No special stipulation found in new lease
                                    amendment. Assumed to be based on new site
                                    plan.

Subletting:                         Allowed

Subordination:                      Lease is subordinate to any mortgage.

Remarks:                            The lease has been executed. According to
                                    information obtained form Newton, Oldacre,
                                    McDonald, the owners have paid the
                                    $1,118,500 contribution to Winn Dixie for
                                    proposed additions and renovation. The
                                    renovation has not yet begun but will be
                                    tenant's responsibility.


                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                             TJX Companies, Inc.

Area:                               78,000 Sq.Ft.

Term:                               22 years, ending 10/31/2012 (Original term)
                                    TJX commencement 11/15/90

Renewal Options:                    Five, five year renewal options

Minimum Rental:                     $331,500 or $4.25/Sq.Ft. per year - Initial
                                    term
                                    $409,500 or $5.25/Sq.Ft. per year - Renewal
                                    terms

Percentage Rent:                    2% of the first $500,000 over $20,000,000
                                    1.75% of the next $500,000 over $25,500,000
                                    1.5% of the next $500,000
                                    1.25% of the next $500,000
                                    1.0% of the next $500,000

Expense Contributions:

         C.A.M.                     Tenant pays pro rata share.
         Tax                        Tenant pays pro rata share.
         Insurance                  Tenant pays pro rata share.

Utilities Paid By:                  Tenant

Repairs by Landlord:                Structural components and roof

Repairs by Tenant:                  Interior components: mechanical, electrical
                                    and glass

Parking:                            Not specified

Subletting:                         Implied allowance

Subordination:                      Lease is subordinate to any mortgage.

Remarks:                            The lease was assumed by TJX from Zayre's
                                    stores. TJX has subsequently relet a portion
                                    of the premises to Big Lots (25,000 Sq. Ft.)
                                    And Beall's Outlet (21,600 Sq. Ft.)


                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                             Eckerd Drugs of Florida, Inc.

Area:                               8,640 Sq.Ft.

Term:                               20 Years from commencement

Expiration:                         9/30/05 (according to rent roll)

Renewal Options:                    Four, five year options

Minimum Rental:                     $56,160/year; $6.50/Sq.Ft. per year

Percentage Rent:                    2% of gross sales exceeding minimum rent

Expense Contributions:

         C.A.M.                     Tenant pays pro rata share.
         Tax                        Tenant pays pro rata share over base year
                                    taxes. According to the rent roll, the base
                                    year tax amount is $61,267.
         Insurance                  Tenant pays pro rata share.

Utilities Paid By:                  Tenant

Repairs by Landlord:                Structural components, building exterior,
                                    roof, and any water, gas, or electrical
                                    lines or conduits permanently embedded in
                                    walls or floor.

Repairs by Tenant:                  Interior components: mechanical, electrical
                                    and glass

Parking:                            855 spaces required with a minimum ratio of
                                    5.18 parking spaces for each 1,000 sq.ft. of
                                    gross leasable area.

Subletting:                         Allowed without Landlord's consent.

Subordination:                      Lease is subordinate to any mortgage.

Remarks:                            Tenant has exclusive right to operate a drug
                                    store in the shopping center. Tenant has
                                    additional expansion area of 2,560 sq.ft. at
                                    the rear of its existing space.


                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                             The Shipping Poste

Area:                               1,795 Sq.Ft.

Term:                               Three years - initial term, commencing Aug.
                                    1986

Expiration:                         8/98 (according to the information in lease)

Renewal Options:                    Five, three year renewal options

Minimum Rental:                     $12,000/year; $1,000/month; $6.69/Sq.Ft.
                                    Contract CPI adjustments for each renewal
                                    year

Percentage Rent:                    None

Expense Contributions:

         C.A.M.                     Tenant pays pro rata share.
         Tax                        Tenant pays pro rata share including lease
                                    taxes.
         Insurance                  Tenant pays pro rata share.

         Other                      Management fee totaling 5% of CAM, Taxes,
                                    and insurance not to exceed 5% of base
                                    minimum rent.

Utilities Paid By:                  Tenant

Repairs by Landlord:                Structural components and roof

Repairs by Tenant:                  Interior components: mechanical, electrical
                                    and glass

Parking:                            None specified

Subletting:                         Allowed with Landlord's consent.

Subordination:                      Lease is subordinate to any mortgage.

Remarks:                            This property was assigned to Billy and Jean
                                    Massey, 5/10/91.


                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                             Little Caesar's Emerald Coast Corporation

Area:                               1,750 Sq.Ft.

Term:                               Ten years, commencing 6/3/87

Renewal Options:                    Two, five year options

Minimum Rental:                     Years 1-5                 $15,750
                                    Years 6-10                $16,625
                                    Option Period 1           $17,500
                                    Option Period 2           $18,375

Percentage Rent:                    None

Expense Contributions:

         C.A.M.                     Tenant pays pro rata share including
                                    management at 5%.
         Tax                        Tenant pays pro rata share including lease
                                    taxes.
         Insurance                  Tenant pays pro rata share.
         Other                      Management fee totaling 5% of CAM, Taxes,
                                    and insurance not to exceed 5% of base
                                    minimum rent.

Utilities Paid By:                  Tenant

Repairs by Landlord:                Structural components and roof

Repairs by Tenant:                  Interior components: mechanical, electrical
                                    and glass

Parking:                            Three designated "Carry-Out" parking spaces
                                    adjacent to premises.

Subletting:                         Allowed with Landlord's consent.

Subordination:                      Lease is subordinate to any mortgage.


                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                             Port City Cleaners, Inc.

Area:                               1,950 Sq.Ft.

Term:                               Five years initial term, commencing 11/1/88

Renewal Options:                    Two, five year options

Minimum Rental:                     1) $15,600 initial term
                                    2) $17,550 1st renewal
                                    3) $17,550 2nd renewal

Percentage Rent:                    5% of gross sales above $250,000, plus lease
                                    taxes.

Expense Contributions:

         C.A.M.                     Tenant pays pro rata share.
         Tax                        Tenant pays pro rata share including
                                    sale/lease taxes.
         Insurance                  Tenant pays pro rata share.
         Other                      Management fee of 5% of minimum and
                                    percentage rent

Utilities Paid By:                  Tenant

Repairs by Landlord:                Structural components and roof

Repairs by Tenant:                  Interior components: mechanical, electrical
                                    and glass

Parking:                            None specified

Subletting:                         Allowed with Landlord's consent.

Subordination:                      Lease is subordinate to any mortgage.

Remarks:                            Tenant has the exclusive right to operate a
                                    laundry and dry cleaners in the shopping
                                    center.


                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                             Ro Dan's Craft & Floral

Area:                               17,778 Sq.Ft.

Term:                               Ten years initial, commencing 8/1/90

Renewal Options:                    Four, five year renewal options with
                                    $.25/sq.ft. increase in each option period.

Minimum Rental:                     Years 1-5                 $5.17
                                    Years 6-10                $5.67
                                    Option Period 1           $5.92
                                    Option Period 2           $6.17
                                    Option Period 3           $6.42
                                    Option Period 4           $6.67

Percentage Rent:                    4% over $2,500,000 years 1-10, over
                                    $3,000,000 years option

Expense Contributions:

         C.A.M.                     Tenant pays pro rata share.
         Tax                        Tenant pays pro rata share including
                                    lease/sale taxes.
         Insurance                  Tenant pays pro rata share.
         Other                      Management Fee of 5% of minimum and
                                    percentage rent included

Utilities Paid By:                  Tenant

Repairs by Landlord:                Structural components and roof

Repairs by Tenant:                  Interior components: mechanical, electrical
                                    and glass

Parking:                            None specified

Subletting:                         Allowed with Landlord's consent.

Subordination:                      Lease is subordinate to any mortgage.

Remarks:                            Should the tenant remodel any of its
                                    existing warehouse space, the rental rate
                                    will increase $1.50/sq.ft. for that area
                                    which has been finished.


                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                             Movie Gallery of America, Inc.

Area:                               4,716 Sq.Ft.

Term:                               Five years, commencing 10/24/97

Renewal Options:                    One, three year option

Minimum Rental:                     $47,160 - $10.00/Sq.Ft. per year (Initial
                                    term)
                                    $54,234 - $11.50/Sq.Ft. per year (Renewal
                                    period)

Percentage Rent:                    No

Expense Contributions:

         C.A.M.                     Tenant pays pro rata share.
         Tax                        Tenant pays pro rata share.
         Insurance                  Tenant pays pro rata share.

Utilities Paid By:                  Tenant

Repairs by Landlord:                Roof, exterior walls, foundation, sprinkler
                                    systems, exterior facade and canopies, and
                                    structural components. One year warranty of
                                    HVAC included.

Repairs by Tenant:                  Interior components: mechanical, electrical
                                    and glass. HVAC repair cap of $250/per
                                    occurrence and a maximum of $500/year,
                                    unless new HVAC units are installed in which
                                    case the above caps do not apply.

Parking:                            None specified

Subletting:                         Allowed with Landlord's consent.

Subordination:                      Lease is subordinate to any mortgage.

Remarks:                            Tenant has the exclusive right to operate a
                                    video store in the shopping center. Tenant
                                    may terminate lease after thirty months with
                                    termination payment of $23,500. Tenant will
                                    receive a $25,000 tenant improvement
                                    allowance within ten days of tenant opening
                                    for business.


                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                             Baskin Robbins Franchise (Charles Harger)

Area:                               1,322 Sq.Ft.

Term:                               Five years, commencing 2/1/86. Terminated
                                    7/1991 (In second renewal period)

Expiration:                         8/31/01 (according to rent roll)

Renewal Options:                    Three, five year options

Minimum Rental:                     $1,213.66/month or $11.02/sq.ft.per year
                                    $14,564/year

Percentage Rent:                    3% of gross sales less minimum rent

Expense Contributions:

         C.A.M.                     Tenant pays pro rata share.
         Tax                        Tenant pays pro rata share including any
                                    lease/sales tax.
         Insurance                  Tenant pays pro rata share.
         Other                      None

Utilities Paid By:                  Tenant

Repairs by Landlord:                The roof, the structure of the leased
                                    premises, including but not limited to
                                    exterior walls, foundations, permanent parts
                                    of floors and ceilings, exterior doors and
                                    windows.

Repairs by Tenant:                  Interior components: mechanical, interior
                                    plumbing and electrical

Parking:                            None specified

Subletting:                         Allowed without Landlord's consent.

Subordination:                      Not specified

Remarks:                            Tenant has the exclusive right to operate an
                                    ice cream store and soda fountain within the
                                    shopping center. Tenant may terminate the
                                    lease after one year by paying six months
                                    rent in advance.


                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                             Volume Shoe Corporation
                                    d/b/a Payless Shoe Source

Area:                               3,084 Sq.Ft.

Term:                               Ten years, commencing 1/1/88

Expiration:                         1/31/98 (According to the rent roll)

Renewal Options:                    One, five year renewal option

Minimum Rental:                     Years 1-5                 -  $27,756
                                    Years 6-10                -  $30,840
                                    Renewal 5 yr.    -  $33,924

Percentage Rent:                    5% of gross sales when such exceeds the
                                    guaranteed minimum rent

Expense Contributions:

         C.A.M.                     Tenant pays pro rata share. First year
                                    maximum $2,313 with a maximum increase of 5%
                                    per year over previous year.
         Tax                        Tenant pays pro rata share including leases
                                    taxes.
         Insurance                  Tenant pays pro rata share.

         Other                      None

Utilities Paid By:                  Tenant

Repairs by Landlord:                Roof, exterior walls, foundation, sprinkler
                                    system, exterior canopies, and structural
                                    components

Repairs by Tenant:                  Interior components: mechanical, electrical
                                    and glass

Parking:                            Not less than 1 per 200 sq.ft. of gross
                                    leasable area

Subletting:                         Allowed. Landlord has the right to cancel
                                    the lease within 15 days of Notice.

Subordination:                      Lease is subordinate to any mortgage

Remarks:                            80% occupancy requirement for shopping
                                    center. Anytime after second full year of
                                    lease, the tenant may terminate with 90 days
                                    notice. The tenant has exclusive right to
                                    operate a retail shoe store.


                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                             Jackson Hewitt Tax Service

Area:                               1,128 Sq.Ft.

Term:                               Three Years, commencing 9/1/95

Expiration:                         7/31/98 (According to the rent roll and
                                    lease)

Renewal Options:                    No

Minimum Rental:                     Year 1-    -  $8,881
                                    Year 2-    -  $9,523
                                    Year 3-    -  $10,165

Percentage Rent:                    No

Expense Contributions:

         C.A.M.                     Included in minimum rent
         Tax                        Included in minimum rent
         Insurance                  included in minimum rent
         Other                      None

Utilities Paid By:                  Tenant

Repairs by Landlord:                Landlord shall make necessary repairs to the
                                    structural exterior (excluding the exterior
                                    of and frames surrounding all windows,
                                    doors, plate glass, store fronts and signs)
                                    and to the roof.

Repairs by Tenant:                  Interior components: mechanical, electrical
                                    and glass

Parking:                            None specified

Subletting:                         Allowed with landlord approval.

Subordination:                      Lease is subordinate to any mortgage


                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                             M.P. and Co. Hair Designs

Area:                               930 Sq.Ft.

Term:                               Three Years, commencing 12/1/88

Expiration:                         11/30/97 (According to the rent roll)

Renewal Options:                    Two for Three Years

Minimum Rental:                     Initial Term              -  $6,510
                                    1st Option -              -  $6,975
                                    2nd Option-               -  $7,440

Percentage Rent:                    6% of gross sales when such exceeds the
                                    $108,500.

Expense Contributions:              Portion of this lease not included - Assumed
                                    to be:

         C.A.M.                     Pro-rata
         Insurance                  Pro-rata
         Other                      Pro-rata

Utilities Paid By:                  Tenant

Repairs by Landlord:                Structural portions

Repairs by Tenant:                  Interior components: mechanical, electrical
                                    and glass

Parking:                            None specified

Subletting:                         Allowed with landlord approval.


                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                             Pensacola School of Ballet

Area:                               947 Sq.Ft.

Term:                               Three Years, commencing 3/1/92

Expiration:                         3/30/98 (According to the rent roll and
                                    lease)

Renewal Options:                    One for Three Years

Minimum Rental:                     Initial Term              -  $5,196
                                    1st Option -              -  $6,137

Percentage Rent:                    No

Expense Contributions:

         C.A.M.                     Pro-rata
         Insurance                  Pro-rata
         Taxes                      Pro-rate
         Other                      Lease stipulates a management fee of 5%
                                    minimum rent

Utilities Paid By:                  Tenant

Repairs by Landlord:                Structural portions

Repairs by Tenant:                  Interior components: mechanical, electrical
                                    and glass

Parking:                            None specified


                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                             Robert Hill/Media One

Area:                               925 Sq.Ft.

Term:                               One Year

Expiration:                         11/1/97 (According to the rent roll)

Renewal Options:                    No

Minimum Rental:                     $5,550

Percentage Rent:                    No

Expense Contributions:

         C.A.M.                     Pro-rata
         Tax                        Pro-rata
         Insurance                  Pro-rata
         Other                      Administrative costs of 15% of CAM charges

Utilities Paid By:                  Tenant

Repairs by Landlord:                Roof and structural portions of the
                                    building.

Repairs by Tenant:                  Interior components: mechanical, electrical
                                    and glass

Parking:                            None specified

Subletting:                         Allowed with landlord approval.

Subordination:                      Lease is subordinate to any mortgage


                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                             A.R. Holland, Inc.
                                    d/b/a Burger King

Area:                               3,100 Sq.Ft.

Term:                               20 years, commencing 1/11/93 to 1/10/2013

Renewal Options:                    Four, five year options

Minimum Rental:                     Initial term     -        $42,000/yr.
                                    Option Period 1           $45,000/yr.
                                    Option Period 2           $48,000/yr.
                                    Option Period 3           $51,000/yr.
                                    Option Period 4           $54,000/yr.

Percentage Rent:                    None specified

Expense Contributions:

         C.A.M.                     Tenant pays pro rata share.
         Tax                        Tenant pays pro rata share including lease
                                    taxes.
         Insurance                  Tenant pays pro rata share

Utilities Paid By:                  Tenant

Repairs by Landlord:                Structural components and roof

Repairs by Tenant:                  Interior components: mechanical, electrical
                                    and glass

Parking:                            In the case of Eminent Domain condemnation,
                                    the property must maintain 40 spaces
                                    adjacent to the building.

Subletting:                         Allowed with Landlord's consent.

Subordination:                      Lease is subordinate to any mortgage.

Remarks:                            Tenant has the option to purchase the
                                    property at any time during the lease term
                                    for the agreed market value. Tenant has
                                    right of first refusal. Tenant has right to
                                    operate a fast food sandwich and deli
                                    restaurant exclusively within 700' of the
                                    demised premises. Tenant may cancel the
                                    lease if Winn Dixie vacates the premises or
                                    there is a 35% vacancy in the shopping
                                    center.


                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                             TSW Foods, Inc.
                                    d/b/a Popeye's Restaurant

Area:                               2,000 Sq.Ft.

Term:                               20 years, commencing May 1986

Renewal Options:                    Four, five year options

Minimum Rental:                     $45,000/yr.

Percentage Rent:                    5% of gross sales above $1,100,000

Expense Contributions:

         C.A.M.                     Tenant maintains own demised area.
         Tax                        Tenant pays total expense, including lease
                                    taxes.
         Insurance                  Tenant pays total expense

Utilities Paid By:                  Tenant

Repairs by Landlord:                None

Repairs by Tenant:                  Tenant responsible for all repairs.

Parking:                            Cross access and use easement with shopping.

Subletting:                         Allowed with Landlord's consent.

Subordination:                      Lease is subordinate only with mutual
                                    consent.

Remarks:                            This property was developed to the tenants
                                    specifications on a .86 acre pad in the
                                    southeast corner of the shopping center.
                                    FF&E owned by tenant. Tenant and landlord
                                    grant nonexclusive easements between
                                    shopping center and restaurant. Tenant has
                                    exclusive right to operate a fast food fried
                                    chicken restaurant.


                                                       H. J. Porter & Associates
<PAGE>

                     [LETTERHEAD OF H.J. PORTER ASSOCIATES]

                                  July 31, 1997

Mr. Anthony Rokovich
Merrill Lynch
World Financial Center - North Tower
New York, NY 10281

                                            Re: Agreement for Appraisal Service.

Dear Mr. Rokovich:

Please allow this to serve as our proposal and agreement for appraisal services
on the properties described below.

Property To Be Appraised

The real estate to be appraised is briefly described as:

59 West Shopping Center
700 Academy Drive
Bessemer, AL

Clanton Marketplace 
Highway 31 & Ollie Avenue
Clanton, AL

Belts Crossing Shopping Center
144l Fox Run Parkway
Opelika, AL

Opp Marketplace
507 B. Cummings Road
Opp, AL

Greenbrier Station Shopping Center
1408 Golden Springs Road
Anniston, AL

Russell Crossing Shopping Center
U.S. Highway 280 and Stadium Drive
Phenix City, AL

29 North Shopping Center
1550 South U.S. Highway 29
Cantonment, FL

Nine Mile Plus Shopping Center
312 East Nine Mile Road
Pensacola, FL

Parker Shopping Center
208 South Tyndal Parkway
Parker, FL.

The "T" Shopping Center
17184 Front Beach Road
Panama City Beach, FL

Mandeville Marketplace
619 N. Causeway Blvd.
Mandeville, LA
<PAGE>

Mr. Rokovich
July 31, 1997
page 2


Purpose Of The Appraisal

These appraisals will be made to determine the market value of the leased fee
interest of the subject real estate. The term "market value" is as defined in
the Uniform Standards of Professional Appraisal Practice as promulgated by the
Appraisal Standards Board of the Appraisal Foundation.

Function of the Appraisal

It is understood that these appraisals have been requested to function as an
underwriting guide for mortgage loan purposes and for use in the securitization
of the mortgage. Accordingly, these appraisals may be provided by Merrill Lynch
to potential investors in a securitization or other sale of the mortgage
loan(s).

Scope Of The Appraisal

The scope of this assignment shall include, but not be limited to:

1)    Personal contact with the owner or his representative to arrange an
      on-site inspection.
2)    On-site inspection of the site and improvements.
3)    Review of public records pertaining to the subject.
4)    Research into public records and interviews with Realtors', management
      agents, owners, developers, and other appraisers as deemed pertinent, to
      locate comparable data.
5)    Analysis of comparable data and completion of the Cost. Market, and Income
      Approaches to value as may be deemed applicable.

Resort and Delivery

The appraisals will be complete analyses communicated in self-contained
narrative reports with all supporting information and exhibits included.

The appraisals will be made in conformance with the Standards of Professional
Practice and Code of Ethics of the Appraisal Institute. As such, the reports
shall be subject to their review. The appraisals shall also conform to the
Uniform Standards of Professional Appraisal Practice as set by the Appraisal
Standards hoard of the Appraisal Foundation.

The date of appraisals shall be made effective as of the dates of Inspection-
The reports will be addressed to Mr. Anthony-Rokovicb, Merrill Lyncb
Additionally, the properties will be valued as of the estimated dates of
completion of improvements and as of the estimated data of stabilized occupancy,
as may be applicable.

Three (3) copies of the completed reports will be delivered within four weeks of
receipt of your authorization to proceed and the required information noted
below.

Fee

Our fee far this assignment shall be Forty Six Thousand ($46,000.00) due and
payable on delivery of the completed reports. Any amount past due over sixty
(60) days shall be subject to a late charge of 1-1/2% per month.


                          [LOGO]H.J. Porter Associates
<PAGE>

Mr. Rokovich
July 31, 1997
page 3


The fee charged is for the appraisal reports requested. Should revisions be
requested duo to a change in basic requirements by the client, an additional fee
will be charged. Consultations and, if requested in advance, court testimony,
stand by, depositions or pre-trial conferences will be charged at a per diem
rate of One Thousand Dollars ($1,000.00). Should additional copies of the report
be required, they will be made available on reasonable notice at a chug. of One
Hundred Dollars ($100.00) per copy.

Client Relationship

It is understood that Merrill Lynch is considered to be the Client of H. I.
Porter & Associates. Accordingly, it shall be responsible for payment of all
fees due hereunder. Unless authorized in writing, the personnel of H.J. Porter &
Associates are not authorized to, nor will they divulge or discuss any of the
findings or conclusions of the appraisal with anyone other than the client.

Information Required

In order to undertake this assignment we will need the following items for each
property to begin work. It is my understanding that the borrower, Newton,
Oldacre, McDonald will provide this information.

o     Legal name and address of owner

o     Copy of all current leases on the subject property.

o     Transaction data on any sales of the subject (or a portion thereof) during
      the past five (5) years.

o     Ad Valorem tax information.

o     Insurance information including limits of coverage, carrier, annual
      premium, and agent.

o     Current year to date and prior three years income and expense history.

o     Survey and Legal description of property to be appraised.

o     Plot plan.

o     Results of any environmental site assessments or testing for hazardous
      materials.

Upon receipt of the information rioted above and an executed copy of the
agreement, we will begin work on this assignment, This proposal shall remain
open for a period of one week from the above date. If not executed by that date
the delivery time and fee quoted arc subject to change.

Your choice of us for this assignment is appreciated.

                                   Yours very truly,


                                   /s/ David P. Mullins

                                   David P. Mullins, MAI
                                   H.J. Porter & Associates

The above terms and conditions are acceptable and you are authorized to proceed
as of this ___ day of _________, l997. It is understood that the fee agreed upon
is due and payable on delivery of the report and by executing this agreement
agree to responsibility for this fee.

                                    Client:


                                    By: /s/ [ILLEGIBLE]
                                       ----------------------
                                    Its: Director


                          [LOGO]H.J. Porter Associates
<PAGE>

                       ASSUMPTIONS AND LIMITING CONDITIONS

1.    COPIES, PUBLICATION, DISTRIBUTION, USE OF REPORT:

      Possession of this report or any copy thereof does not carry with the
      right of publication, nor may it be used for other than its intended use.
      The report may not be used for any purpose by any person or corporation
      other than the client or the party to whom it is addressed or copied
      without the written consent of the appraiser, and then only in its
      entirety.

      Neither all nor any part of the contents of this report shall be conveyed
      to the public through advertising, public relations efforts, news, sales,
      or other media, without the written consent and approval of the appraiser,
      nor may any reference be made in such a public communication to the
      Appraisal Institute or the MAI designation.

2.    CONFIDENTIALITY:

      The appraiser may not divulge the material (evaluation) contents of the
      report, analytical findings or conclusions, or give a copy of the report
      to anyone other than the client or his designee as specified in writing
      except as may be required by the Appraisal Institute as they may request
      in confidence for ethics enforcement, or by a court of law or body with
      the power of subpoena.

      This appraisal is to be used only in its entirety and no part is to be
      used without the whole report. All conclusions and opinion concerning the
      analysis are set forth in the report and were prepared by the Appraiser
      whose signature appears on the appraisal report, unless indicated as
      "Review Appraiser". No change of any item in the report shall be made by
      anyone other than the Appraiser and/or officer of the firm. The Appraiser
      and firm shall have no responsibility if any such unauthorized change is
      made.

3.    INFORMATION USED:

      No responsibility is assumed for accuracy of information furnished by or
      from others, the client, his designee, or public records. We are not
      liable for such information or the work of possible subcontractors. The
      comparable data relied upon in this report has been confirmed with one or
      more parties familiar with the transaction or from affidavit; all are
      considered appropriate for inclusion to the best of our factual judgement
      and knowledge.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

4.    TESTIMONY, CONSULTATION, COMPLETION OF CONTRACT FOR APPRAISAL SERVICES:

      The contract for appraisal, consultation or analytical service, are
      fulfilled and the total fee payable upon completion of the report. The
      appraiser or those assisting in the preparation of the report will not be
      asked or required to give testimony in court or hearing because of having
      made the appraisal, in full or in part, nor engage in post appraisal
      consultation with client or third parties except under separate and
      special arrangement and at additional fee.

5.    EXHIBITS:

      The sketches and maps in this report are included to assist the reader in
      visualizing the property and are not necessarily to scale. Various photos,
      if any, are included for the same purpose and are not intended to
      represent the property in other than actual status, as of the date of the
      photos. Site plans are not surveys unless shown from separate surveyor.

6.    LEGAL, ENGINEERING, FINANCIAL, STRUCTURAL, OR MECHANICAL
      NATURE HIDDEN COMPONENTS, SOIL:

      No responsibility is assumed for matters legal in character or nature, nor
      matters of survey, nor of any architectural, structural, mechanical, or
      engineering nature. No opinion is rendered as to the title, which is
      presumed to be good and merchantable. The property is appraised as if free
      and clear, unless otherwise stated in particular parts of the report.

      The legal description is assumed to be correct as used in this report as
      furnished by the client, his designee, or as derived by the appraiser.

      The appraiser has inspected as far as possible, by observation, the land
      and the improvements thereon; however it was not possible to personally
      observe conditions beneath the soil or hidden structural, or other
      components. We have not critically inspected mechanical components within
      the improvements and no representations are made herein as to these
      matters unless specifically stated and considered in the report. The value
      estimate considers there being no such conditions that would cause a loss
      of value. The land or the soil of the area being appraised appears firm,
      however subsidence in the area is unknown. The appraiser does not warrant
      against this condition or occurrence of problems arising from soil
      conditions.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

      The appraisal is based on there being no hidden, unapparent, or apparent
      conditions of the property site, subsoil, or responsibility is assumed for
      any such conditions or for any expertise or engineering to discover them.
      All mechanical components are assumed to be in operable condition and
      status standard for properties of the subject type. Conditions of heating,
      cooling, ventilating, electrical and plumbing equipment is considered to
      be commensurate with the condition of the balance of the improvements
      unless otherwise stated. No judgement is made as to adequacy of
      insulation, type of insulation, or energy efficiency of the improvements
      or equipment.

7.    RELATING TO THE AMERICAN WITH DISABILITIES ACT:

      The Americans with Disabilities Act ("ADA") became effective January 26,
      1992. The appraisers have not made a specific compliance survey and
      analysis of this property to determine whether or not it is in conformity
      with the various detailed requirements of the ADA. It is possible that a
      compliance survey of the property together with a detailed analysis of the
      requirements of the ADA could reveal that the property is not in
      compliance with one or more of the requirements of the Act. If so, this
      fact could have a negative effect upon the value of the property. Since
      there is no direct evidence relating to this issue, possible
      non-compliance with the requirements of ADA in estimating the value of the
      property has not been considered.

8.    LEGALITY OF USE:

      The appraisal is based on the premise that, there is full compliance with
      all applicable federal, state and local environmental regulations and laws
      unless otherwise stated in the report; further that all applicable zoning,
      building, and use regulations and restrictions of all types have been
      complied with unless otherwise stated in the report; further that all
      applicable zoning, building, and use regulations and restrictions of all
      types have been complied with unless otherwise stated in the report;
      further, it is assumed that all required licenses, consents, permits, or
      other legislative or administrative authority, local, state, federal
      and/or private entity or organization have been or can be obtained or
      renewed for any use considered in the value estimate.

9.    COMPONENT VALUES:

      The distribution of the total valuation in this report between land and
      improvements applies only under the existing program of utilization. The
      separate valuations for land and building must not be used in conjunction
      with any other appraisal and are invalid if so used.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

10.   AUXILIARY AND RELATED STUDIES:

      No environmental or impact studies, special market study or analysis,
      highest and best use analysis study or feasibility study has been
      requested or made unless otherwise specified in an agreement for services
      or in the report. The appraiser reserves the unlimited right to alter,
      amend, revise or rescind any of the statements, findings, opinions,
      values, estimates, or conclusions upon any subsequent study or analysis or
      previous study or analysis subsequently becoming known to him.

11.   DOLLAR VALUES, PURCHASING POWER:

      The market value estimated, and the costs used, are as of the date of the
      estimate of value. All dollar amounts are based on the purchasing power
      and price of the dollar as of the date of the value estimate.

12.   INCLUSIONS:

      Furnishings and equipment of business operations except as specifically
      indicated and typically considered as a part of real estate, have been
      disregarded with only the real estate being considered in the value
      estimate unless otherwise stated.

13.   PROPOSED IMPROVEMENTS, CONDITIONED VALUE:

      Improvements proposed, if any, on or off-site, as well as any repairs
      required are considered, for purpose of this appraisal to be completed in
      good and workmanlike manner according to information submitted and/or
      considered by the appraiser. In cases of proposed construction, the
      appraisal is subject to change upon inspection of property after
      construction is completed. This estimate of market value is as of the date
      shown, as proposed, as if completed and operating at levels shown and
      projected.

14.   VALUE CHANGE, DYNAMIC MARKET, INFLUENCES:

      The estimated market value is subject to change with market changes over
      time; value is highly related to exposure, time, promotional effort, terms
      motivation, and conditions surrounding the offering. The value estimate
      considers the productivity and relative attractiveness of the property
      physically and economically in the marketplace. The "Estimate of Market
      Value" in the appraisal report is not based in whole or in part upon the
      race, color or national origin of the present owners or occupants of the
      properties in the vicinity of the property appraised.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

      In cases of appraisals involving the capitalization of income benefits,
      the estimate of market value is a reflection of such benefits and
      appraiser's interpretation of income and yields and other factors derived
      from general and specific market information. Such estimates are as of the
      date of the estimate of value; they are thus subject to change if the
      market is naturally dynamic.

15.   MANAGEMENT OF THE PROPERTY:

      It is assumed that the property which is the subject of this report will
      be under prudent and competent ownership and management; neither
      inefficient nor super efficient.

16.   CONTINUING EDUCATION CURRENT:

      The Appraisal Institute conducts a voluntary program of continuing
      education for its designated members. MAIs and RMs who meet the minimum of
      this program are awarded periodic certification. I am currently certified
      under the Appraisal Institute Voluntary Continuing Education Program.

17.   FEE:

      The fee for this appraisal or study is for the service rendered and not
      for the time spent on the physical report.

18.   AUTHENTIC COPIES:

      The authentic copies of this report are signed in blue ink. Any copy that
      does not have an original signature is unauthorized and may have been
      altered.

19.   HAZARDOUS MATERIALS:

      Unless otherwise stated in this report, the appraiser signing this report
      has no knowledge concerning the presence or absence of urea-formaldehyde
      foam insulation or asbestos containing material in existing improvements;
      if such materials are present the value of the property may be adversely
      affected and reappraisal at additional cost necessary to estimate the
      effects of such material.

20.   Unless otherwise noted within the attached report, there are no items of
      FF&E included in the reported value. Any equipment included with the
      property in the value are only those items that are considered as an
      integral part of the realty, even though technically they could be legally
      considered as personalty.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

21.   NOTE:

      ACCEPTANCE OF, AND/OR USE OF, THIS APPRAISAL REPORT CONSTITUTES ACCEPTANCE
      OF THE ABOVE CONDITIONS.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                           PROFESSIONAL QUALIFICATIONS
                                       OF
                                 MATTHEW S. RICE

CURRENT STATUS

Matthew S. Rice is involved in the appraisal of and consulting with owners of
income producing real estate. He is an Associate Appraiser with H.J. Porter &
Associates, Inc., with offices located at:

H.J. Porter & Assoc., Inc.
631 Stage Road/Box 28
   Auburn, AL 36830
    (334) 826-8682

H.J. Porter & Assoc. of Birmingham
#14 Office Park Circle, Suite 230
      Birmingham, AL 35223
       (334) 871-3600

H.J. Porter & Assoc. Of Montgomery
      235 S. Court Street
     Montgomery, AL 36104
       (334) 262-8331

CERTIFICATION

Mr. Rice is currently a Certified General Real Property Appraiser in the State
of Georgia (Certificate #4139) and the State of Alabama (Certificate #463).

EDUCATION

Mr. Rice is a 1985 graduate of the University of Georgia, with a degree in
Economics. Professional education includes:

Course                              Sponsor                   Location   
- ------                              -------                   --------   
Real Estate Appraisal Principles    Appraisal Institute       Atlanta, GA
Standards of Professional Practice  Appraisal Institute       Atlanta, GA
Appraisal Procedures                Appraisal Institute       Athens, GA 
Basic Income Capitalization         Appraisal Institute       Chicago, IL

PROFESSIONAL EXPERIENCE

Assignments include the valuation of commercial properties in twenty-five states
throughout the Nation. The scope of Mr. Rice's experience includes the appraisal
of office buildings, industrial properties, retail buildings, single-family
subdivisions, mobile home parks, vacant land, self storage facilities, and
multi-family developments. Additionally, Mr. Rice has performed market studies
to determine demand for potential self storage development, and market studies
to determine subdivision lot pricing and absorption.
<PAGE>

                           PROFESSIONAL QUALIFICATIONS
                                       OF
                         HOWARD J. PORTER, JR., MAI, CCIM

CURRENT STATUS

Howard J. Porter, Jr., is involved in the appraisal of and consulting with
owners of income producing real estate. He is President of H J Porter &
Associates, Inc. with offices located at:

H.J. Porter & Assoc., Inc.
631 Stage Road/Box 28
   Auburn, AL 36830
    (334) 826-8682

H.J. Porter & Assoc. of Birmingham
#14 Office Park Circle, Suite 230
     Birmingham, AL 35223
       (334) 871-3600

H.J. Porter & Assoc. Of Montgomery
     235 S. Court Street
     Montgomery, AL 36104
      (334) 262-8331

PROFESSIONAL AFFILIATIONS

Mr. Porter is a member of the Appraisal Institute and holds the MAI Designation
(Certificate Number 5924). He has served as a member of the SREA Young Advisory
Council (1977 & 1978). He served as President of the Birmingham SREA Chapter
#106 (1983) and the Montgomery SREA Chapter #127 as President (1986-1987). He is
a Realtor(R) Member and past Vice-President of the Lee County Association of
Realtors(R), Lee County, AL. He holds the CCIM designation conferred by the
Commercial Investment Real Estate Council of the National Association of
Realtors(R). He is a member of the International Right of Way Association
(Alabama Chapter #26) and is a panel member of the American Arbitration
Association.

PROFESSIONAL EDUCATION STATUS

Mr. Porter has taken courses leading to professional designation as offered by
the Appraisal Institute (AIREA) and the Society of Real Estate Appraisers (SREA)
now merged as The Appraisal Institute. Additionally, he has credit for courses
offered by the Real Estate Securities and Syndication Institute (RESSI) the
Urban Land Institute (ULI), and the International Right of Way Association
(IRIWA), and the Commercial Investment Real Estate Institute. Mr. Porter has
also taken various seminars offered by SREA, AIREA, RESSI, IRIWA, Institute of
Real Estate Management, and others.

The Appraisal Institute conducts a voluntary program of continuing education for
its designated members. MAIs and RMs who meet the minimum standards of this
program are awarded periodic educational certification. He is currently
certified under the Institute's voluntary continuing education program. Mr.
Porter is currently a Certified General Real Property Appraiser in Alabama
(Certificate #CG5 1) and a Certified Real Estate Appraiser in Georgia
(Certificate #182).

HISTORICAL DATA

Howard J. Porter, Jr., was born in Birmingham, Alabama. He was educated in the
Jefferson County School System and graduated from Auburn University. His major
fields of study were Economics and Finance with a B.S. Degree in Business
Administration.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

              PROFESSIONAL QUALIFICATIONS OF HOWARD J. PORTER. JR.

Mr. Porter has been a licensed Real Estate Broker in Alabama since 1972 and is a
Realtor(R) Member of the Lee County Association of Realtors(R). From 1974
through 1983 he was involved with appraisals, market research, syndication and
consulting on various types of real estate. From 1983 through 1985 he was
President of a regionally active development company headquartered in Auburn,
Alabama. In 1985, H.J. Porter & Associates, Inc. was re-established in Auburn,
Alabama with affiliate offices in Birmingham and Montgomery, Alabama.

He has taught college level courses on appraisal principles and practices and
USPAP, has served as an adjunct faculty member in the Auburn University
Department of Community Planning, and is an appraisal instructor for the
International Right of Way Association. He also has given talks to various real
estate related groups throughout Alabama. Mr. Porter has developed, constructed,
owned, and managed investment real estate for his own and affiliated
partnership's account.

              REPRESENTATIVE APPRAISAL/CONSULTING CLIENTS INCLUDE:

Governmental
- -----------------------------------------------
U. S. Internal Revenue Service
Jefferson County, AL
Montgomery County, AL
State of Alabama DOT
U.S. Government Services Admin.
U.S. Department of the Interior
U.S. Postal Service
Farmers Home Administration
Birmingham Airport Authority
Auburn University
State of Alabama Department of Revenue

Lenders
- -----------------------------------------------
SouthTrust Bank
Federal National Mortgage Association
New York Life Insurance Co.
Provident Mutual Life
Washington Mortgage Financial
Columbus Bank & Trust Co.
1st Interstate Mortgage (Chicago)
Nations Bank
AmSouth Bank
First Union Bank

Corporate
- -----------------------------------------------
Chrysler Realty Corp.
McDonald's Corporation
Norfolk Southern Railroad
South Central Bell
Diversified Products Corporation
INOUE SAKAE Co. (Japan)
TIME/LIFE Corporation
Baptist Medical Center (B `ham)
Alabama Power Company
Southern Natural Gas

Development
- -----------------------------------------------
Colonial Properties, Inc.
Helms-Roark Development
Beisel-Moss Development
Shannon, Strobel & Weaver
Polar-BEK, Inc.
Southern Investment Properties
McWhorter & Co.

Mr. Porter has appeared as an expert witness in Federal Court and Circuit Courts
in various Alabama counties. He has served as a Probate Commissioner for the
Jefferson County and Lee County Probate Courts.


                                                  H.J. Porter & Associates, Inc.



                               An Appraisal Report


                                       Of


                     THE HOLLYWOOD VIDEO/JIFFY LUBE PROPERTY
                           A 9,305 SF RETAIL BUILDING
                     S/S OF SH-96, WEST OF SOUTHWINDS DRIVE
                      FRANKIN, WILLIAMSON COUNTY, TENNESSEE


                            Effective Date Of Report
                                NOVEMBER 20, 1997


                                Specifically For
                               MR. LAWRENCE MILLER
                          Debt and Equity Markets Group
                      Merrill Lynch Mortgage Capital, Inc.
                                WFC - North Tower
                                250 Vessey Street
                          New York, New York 10281-1326


                                       By
                       HUBER & LAMB APPRAISAL GROUP, INC.
                          109 Westpark Drive, Suite 320
                           Brentwood, Tennessee 37027
<PAGE>

               [Letterhead of HUBER & LAMB APPRAISAL GROUP, INC.]


November 25, 1997


Mr. Lawrence Miller
Debt and Equity Markets Group
Merrill Lynch Mortgage Capital, Inc.
WFC - North Tower
250 Vessey Street
New York, New York 10281-1326


RE:  AN APPRAISAL ASSIGNMENT OF THE PROPOSED HOLLYWOOD VIDEO/JIFFY LUBE
     A 9,305 SF RETAIL BUILDING
     S/S OF SH-96, WEST OF SOUTHWINDS DRIVE
     FRANKIN, WILLIAMSON COUNTY, TENNESSEE

Dear Mr. Miller:

At your request and authorization, we have appraised the above referenced
property for the purpose of estimating its current As Is market value as of
November 20, 1997. In addition, you have requested an estimate of the
prospective value upon completion and stabilization as of their respective
future dates. The property rights being appraised are the Leased Fee interest in
the subject property. It is our understanding that the report will be used to
assist in real estate mortgage finance underwriting of the subject property.

AS IS VALUE ESTIMATE - SINGLE ASSET SALE

The subject currently has an existing 7,488 SF Hollywood Video. In addition, a
the subject has a proposed Jiffy Lube ground lease. The lessee will be
responsible for development of the 1,817 SF building and site improvements;
however, the lease states the landlord will pay a $360,000 improvement allowance
upon completion. Thus, for all practical purposes, the property will be a 9,305
SF property upon completion Therefore, the current As Is status of the property
reflects the deduction for the improvement allowance. Based on the inspection of
the property and the investigations and analyses undertaken, we have formed the
opinion that, as of November 20, 1997 and subject to the Assumptions and
Limiting Conditions set forth in the attached report, the market value of the
Fee Simple interest in the subject property is:

                 TWO MILLION TWO HUNDRED THIRTY THOUSAND DOLLARS
                                  ($2,230,000)
<PAGE>

Mr. Lawrence Miller
November 25, 1997
Page 2


PROSPECTIVE VALUE UPON COMPLETION - SINGLE ASSET SALE

Based on the inspection of the property and the investigations and analyses
undertaken, we have formed the opinion that, as of February 1, 1998 and subject
to the Assumptions and Limiting Conditions set forth in the attached report, the
prospective value upon completion of the Leased Fee interest in the subject
property is:

                    TWO MILLION SIX HUNDRED THOUSAND DOLLARS
                                  ($2,600,000)

AS IS VALUE ESTIMATE - ASSUMING PORTFOLIO SALE

Based on the inspection of the property and the investigations and analyses
undertaken, we have formed the opinion that, as of November 20, 1997 and subject
to the Assumptions and Limiting Conditions set forth in the attached report, the
market value of the leased fee interest in the subject property, assuming the
property is sold as part of the 18 property portfolio described herein, is:

                TWO MILLION FIVE HUNDRED THIRTY THOUSAND DOLLARS
                                  ($2,530,000)

MARKETING PERIOD: The marketing period is estimated to be 12 months, assuming
the subject is placed on the market at the final value estimate conclusion
above.

Three approaches to value were utilized in the valuation process for the subject
development. These included the cost approach, the sales comparison approach and
the income capitalization approach.

The narrative appraisal report that follows contains the identification of the
property, the assumptions and limiting conditions, pertinent facts about the
area and the subject property, comparable data, the results of the
investigations and analyses, and the reasoning leading to the conclusions
contained herein. Our analysis, opinions, and conclusions were developed, and
this report has been prepared in accordance with the Uniform Standards of
Professional Appraisal Practice published by the Appraisal Foundation and the
Code of Professional Ethics and the Standards of Professional Practice of the
Appraisal Institute.

As requested by the client, the following statements relate to the permitted use
of the subject appraisal report.

o     The report may be relied upon by Merrill Lynch Mortgage Capital Inc. in
      determining whether to make a loan evidenced by a note (the "Property
      Note") secured by the Property.

o     The report may be relied upon by any purchaser in determining whether to
      purchase the Property Note for this transaction from Merrill Lynch
      Mortgage Capital Inc.

o     The report may be relied upon by any Rating Agency in rating securities
      issued by Merrill Lynch Mortgage Capital Inc. and representing an interest
      in the Mortgage Note.
<PAGE>

Mr. Lawrence Miller
November 25, 1997
Page 3


o     The report may be included with and referred to in materials offering the
      Property Note or an interest in the Property Note for sale.

The uses previously described are considered to be consistent with the client's
intended uses of the report. However, no other entity other than the previously
described entities may rely upon this appraisal report without prior written
consent from the appraiser.

We appreciate the opportunity to be of service to you. Should you have any
questions concerning this appraisal, please do not hesitate to contact this
office. For further information, your attention is directed to the following
report.

Respectfully submitted,
HUBER & LAMB APPRAISAL GROUP, INC


/s/ James E. Lamb

James E. Lamb, MAI
State Certified General Real Estate Appraiser
Licensee #CG-557
<PAGE>

                                                               TABLE OF CONTENTS
================================================================================

Summary of Important Facts and Conclusions ....................................1
The Appraisal Assignment ......................................................3
  Identification of Subject Property ..........................................3
  Purpose & Use of The Appraisal Report .......................................3
  Property Rights Being Appraised .............................................3
  Significant Dates of Appraisal Assignment ...................................3
  Scope of the Appraisal ......................................................3
  Subject Property Sales History ..............................................4
Definition of Terms ...........................................................6
Assumptions and Limiting Conditions ..........................................10
Metropolitan Area Analysis ...................................................12
  Metropolitan Area Map ......................................................30
Williamson County Analysis ...................................................31
  Williamson County Map ......................................................34
Neighborhood Analysis ........................................................35
  Neighborhood Map ...........................................................38
Site Analysis ................................................................39
  Site Plan Map ..............................................................41
  Tax Plat Map ...............................................................42
  Flood Plain Map ............................................................43
Description of Improvements ..................................................44
  Site Plan ..................................................................47
Photographs of Subject Property ..............................................48
Subject Property Zoning ......................................................51
  Zoning Map .................................................................53
Highest and Best Use .........................................................54
Real Estate Tax Analysis .....................................................57
Appraisal Procedure ..........................................................59
Land Valuation ...............................................................61
  Land Sales .................................................................63
    Comparable Land Sales Map ................................................69
  Land Valuation Analysis ....................................................70
Cost Approach ................................................................75
  Subject's Marshall Valuation Cost Data .....................................76
  Cost Approach Summary ......................................................79
Sales Comparison Approach ....................................................80
  Comparable Improved Sales Data .............................................82
    Comparable Improved Sales Map ............................................94
  Sales Comparison Approach Analysis .........................................95
    Sales Comparison Approach Reconciliation .................................99
Income Capitalization Approach ..............................................100
  Comparable Improved Rental Data ...........................................102


(C) 1997 Huber & Lamb Appraisal Group, Inc.                               Page 1
<PAGE>

                                                      TABLE OF CONTENTS, CONT'D.
- --------------------------------------------------------------------------------

    Comparable Improved Rental Map ..........................................112
  Potential Gross Income Analysis ...........................................113
  Expense Analysis ..........................................................119
  Stabilized Operating Statement ............................................121
  Direct Capitalization Rate Analysis .......................................122
    Subject's Potential Mortgage Terms Analysis .............................123
    Debt Coverage Ratio Analysis: A Test of Reasonableness ..................124
  Income Capitalization Approach Reconciliation .............................125
Correlation and Final Estimate of Value .....................................127
Certification of Value ......................................................129
Portfolio Sale Market Value Estimates .......................................130
Certification of Value - Portfolio Sale .....................................137
Summary of Qualifications ...................................................138
Addenda .....................................................................140


(C) 1997 Huber & Lamb Appraisal Group, Inc.                               Page 2
<PAGE>

                                                      SUMMARY OF IMPORTANT FACTS
                                                                   & CONCLUSIONS
================================================================================

VALUATION CONCLUSION:

SINGLE ASSET SALE
  AS IS VALUE ESTIMATE:                 $2,230,000
   Cost Approach:                       $1,894,000
   Sales Comparison Approach:           $2,240,000
   Income Capitalization Approach:      $2,230,000

  INTEREST APPRAISED:                   Leased Fee

VALUE ESTIMATE'S IMPLIED UNITS OF COMPARISON:
   Value/SF:                            $239.66/SF
   GIM:                                 8.61x
   Overall Rate:                        11.34%

  AS COMPLETE/STABILIZED ESTIMATE:      $2,600,000

AS IS PORTFOLIO SALE VALUE ESTIMATE:    $2,530,000

      SPECIAL LIMITING CONDITION: The portfolio sale value estimate specifically
assumes the subject property is part of the 18 property portfolio defined
herein.

ESTIMATED MARKETING PERIOD:             12 months, assuming the subject is
                                        placed on the market at the final value
                                        estimate conclusion above

SIGNIFICANT APPRAISAL DATES:
  DATE OF APPRAISAL REPORT:             November 25, 1997
  EFFECTIVE DATE OF APPRAISAL:          November 20, 1997
  DATE OF INSPECTION:                   November 20, 1997
  PROSPECTIVE DATES:
   OF COMPLETION:                       February 1, 1998
   OF STABILIZATION:                    February 1, 1998

LOCATION:
  PHYSICAL LOCATION:                    S/s of SH-96, West of Southwinds Drive
  CITY:                                 Frankin
  COUNTY:                               Williamson
  STATE:                                Tennessee

LEGAL DESCRIPTION:
  TAX MAP/PARCEL:                       79J-A/2 & 2.07

PROPERTY DESCRIPTION:
  LAND AREA:
   Acres:                               1.980


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 1
<PAGE>

                               SUMMARY OF IMPORTANT FACTS & CONCLUSIONS, CONT'D.
- --------------------------------------------------------------------------------

   Square Feet:                         86,249
   Zoning:                              GC -General Commercial
                                       
IMPROVEMENTS:                          
   Property Type:                       Retail
   Tenancy:                             Multi-Tenant
   Size (Gross Building Area):          9,305 SF as proposed, 7,488 SF existing
   Size (Net Rentable Area):            9,305 SF as proposed, 7,488 SF existing
   Year Built:                          1997 and Proposed (February 1, 1998 
                                        completion)
                                       
Current Physical Occupancy:             100%; preleased
                                  
HIGHEST AND BEST USE:
  AS VACANT:                            Hold for investment and/or development
                                        as a single or multi tenant "pad site"
                                        retail sales or commercial services
                                        facility.

  AS IMPROVED:                          Continued use as a retail services use
                                        on a multi-tenant basis.

ESTIMATED INCOME OPERATING DATA:
  GROSS POTENTIAL INCOME:
  OCCUPANCY AT DATE OF APPRAISAL:       100% (Forecasted upon completion of
                                        Jiffy Lube)

  STABILIZED VACANCY:                   1%
  NET OPERATING INCOME:                 $252,799


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 2
<PAGE>

                                                        THE APPRAISAL ASSIGNMENT
================================================================================

IDENTIFICATION OF SUBJECT PROPERTY

Property Name:                         Hollywood Video (Existing) &
                                       Jiffy Lube (Proposed)
Property Type:                         Retail
General Location:                      S/s of SH-96, West of
                                       Southwinds Drive
City:                                  Frankin
County:                                Williamson
State:                                 Tennessee
Tax Map/Parcel:                        79J-A/2 & 2.07
Metes & Bounds Description:            Not provided

PURPOSE & USE OF THE APPRAISAL REPORT

Purpose of Report:                     Estimate the "as is" market value of
                                       subject property and the prospective
                                       value upon completion and stabilization.
                                       The reader is referred to the Definition
                                       of Terms section of the report for the
                                       definition of market value as utilized in
                                       this analysis.

Client's Intended Use of Report:       Assist in real estate mortgage finance
                                       underwriting of the subject property.

PROPERTY RIGHTS BEING APPRAISED

      The property rights being appraised are the Leased Fee interest in the
subject property. The reader is referred to the Definition of Terms section of
the report for the definition of Leased Fee as utilized in this analysis.

SIGNIFICANT DATES OF APPRAISAL

      The subject property is being appraised as of the effective date presented
below. The appraised property is subject to the market influences and economic
conditions that existed on that date. The Date of the Report represents the
approximate date the appraisal report was performed and/or completed.

Date of Appraisal Report:              November 22, 1997
Effective Date Of Appraisal:           November 20, 1997
Date of Inspection:                    November 20, 1997

Prospective Dates:
         Of Completion:                February 1, 1998
         Of Stabilization:             February 1, 1998

SCOPE OF THE APPRAISAL

      In preparing this appraisal report, the appraisers have completed several
steps to assemble the data and form the opinions presented in this written
report.

      1.    Considered the complexity of the property and the appraisal
            assignment in the context of the purpose and intended use of the
            appraisal report.


- --------------------------------------------------------------------------------
(C) 1997 Huber & Lamb Appraisal Group, Inc.                               Page 3
<PAGE>

                                               THE APPRAISAL ASSIGNMENT, CONT'D.
- --------------------------------------------------------------------------------

      2.    Analyzed the Frankin economy and the subject neighborhood to
            determine the market conditions that effect the subject's market
            value.

      3.    Inspected the subject property and surrounding neighborhood.

      4.    Gathered physical and/or factual data on the subject recorded data,
            physical characteristics of the site and improvements, and legal
            restrictions imposed by the municipal government.

      5.    Analyzed the data gathered and determined their affects on market
            value in conjunction with the highest and best use of the real
            estate as if vacant and as improved.

      6.    Considered the appropriateness of the three traditional appraisal
            approaches to value including the cost approach, sales comparison
            approach and the income capitalization approach.

      7.    The application and process of each valuation approach are detailed
            in their respective report sections; however, the appraisers have
            thoroughly researched market data in each approach and have
            presented the most pertinent data and the reasoning and opinions
            leading to the conclusion of market value via each approach to
            value.

      8.    Reconciled the analysis and value indications by the three
            approaches to value into a final market value conclusion.

SUBJECT PROPERTY SALES HISTORY

      The following summarizes the most recent sales transaction and prior sales
history of the subject property: The entire land development is currently owned
by Franklin Land Dev Fund Ltd. No record of transactions has occurred to date.
The following information represents the entire 6.0+/- acre site of which the 
subject is only a portion.

Current Owner of Record:               NOM Franklin, LP

Most Recent Transaction Data:
      Transaction Date:                03/03/97
      Grantor:                         Franklin Land Dev Fund Ltd
      Consideration:                   $1,770,000 (Vacant 6.6 acre site;
                                       $6.15/SF)
      Deed Book/Page:                  1496/286

Most Recent Transaction Data:
      Transaction Date:                12/29/86
      Grantor:                         Lee Beaman
      Consideration:                   Not available
      Deed Book/Page:                  636/331

Comparison to
      Concluded Value:                 The March 1997 acre transaction was for
                                       an for a 6.6 acre tract of which the
                                       subject is a part. Therefore, it is
                                       difficult to compare the $6.15/SF price
                                       to the land value


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                               Page 4
<PAGE>

                                               THE APPRAISAL ASSIGNMENT, CONT'D.
- --------------------------------------------------------------------------------

                                       estimate presented herein. In addition,
                                       the subject has since been improved with
                                       a Hollywood Video and site improvements.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                               Page 5
<PAGE>

                                                            DEFINITIONS OF TERMS
================================================================================

1.    MARKET VALUE - The most probable price which a property should bring in a
      competitive and open market under all conditions requisite to a fair sale,
      the buyer and seller, each acting prudently and knowledgeably and assuming
      the price is not affected by undue stimulus. Implicit in this definition
      is the consummation of a sale as of a specified date and the passing of
      title from seller to buyer under conditions whereby:

      1.    Buyer and seller are typically motivated;

      2.    Both parties are well informed or well advised, and acting in what
            they consider their own best interests;

      3.    A reasonable time is allowed for exposure in the open market;

      4.    Payment is made in terms of cash in U.S. dollars or in terms of
            financial arrangements comparable thereto; and

      5.    The price represents the normal consideration for the property sold
            unaffected by special or creative financing or sales concessions
            granted by anyone associated with the sale.

            Sources: 1. Comptroller of the Currency; 12 CFR Part 34 Section
                        34.42 (f) of Federal Regulations.

                     2. FDIC Final Rule on Title XI of the Financial
                        Institutions Reform, Recovery, and Enforcement Act of
                        1989 (FIRREA), effective September 19, 1990, as defined
                        in 12 CFR Part 323.4. a.10.

2.    HIGHEST AND BEST USE - That reasonable and probable use that will support
      the highest present value, as defined, as of the effective date of the
      appraisal. Alternatively, that use, from among reasonably probable and
      legal alternative uses, found to be physically possible, appropriately
      supported, financially feasible, and which results in the highest land
      value.

3.    MARKET RENT - The rental income that a property would most probably
      command on the open market; indicated by current rents paid and asked for
      comparable space as of the date of appraisal.

4.    MARKET PRICE - The amount actually paid, or to be paid for a property in a
      particular transaction. This differs from market value in that it is an
      accomplished or historic fact, whereas market value is and remains an
      estimate until proven. Market price involves no assumption of prudent
      conduct by the parties, of absence of undue stimulus or of any other
      condition basic to the market value concept.

5.    APPRECIATION - Increase in value due to increase in cost to reproduce,
      value over the cost, or value at some specified earlier point in time,
      brought about by greater demand, improved economic conditions, increasing
      price levels, reversal of depreciating environmental trends, improved
      transportation facilities, direction of community or area growth, or other
      factors.

6.    DEPRECIATION - A loss of utility and hence value from any cause. An effect
      caused by deterioration and/or obsolescence.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                               Page 6
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                                                   DEFINITIONS OF TERMS, CONT'D.
- --------------------------------------------------------------------------------

7.    INVESTMENT VALUE - The value of an investment to a particular investor,
      based on his or her investment requirements; as distinguished from market
      value, which is impersonal and detached.

8.    FUNCTION OBSOLESCENCE - Impairment of functional capacity or efficiency.
      Functional obsolescence reflects the loss in value brought about by such
      factors as overcapacity, inadequacy, and changes in the art, that affect
      the property item itself or its relation with other items comprising a
      larger property. The inability of a structure to perform adequately the
      function for which it is currently employed.

9.    EXTERNAL OBSOLESCENCE - Impairment of desirability or useful life arising
      from factors external to the property, such as economic forces or
      environmental changes which affect supply- demand relationships in the
      market. Loss in the use and value of a property arising from the factors
      of external obsolescence is to be distinguished from loss in value from
      physical deterioration and functional obsolescence, both of which are
      inherent in the property. Also referred to as locational or economic
      obsolescence.

10.   FEE SIMPLE ESTATE - Absolute ownership unencumbered by any other interest
      or estate; subject only to the limitations of eminent domain, escheat,
      police power, and taxation.

11.   LEASED FEE ESTATE - An ownership interest held by a landlord with the
      right of use and occupancy conveyed by lease to others; usually consists
      of the right to receive rent and the right to repossession at the
      termination of the lease.

12.   LEASEHOLD ESTATE - The right to use and occupy real estate for a stated
      term and under certain conditions; conveyed by a lease.

13.   PRESENT VALUE - The current monetary value. It is the today's cash lump
      sum which represents the current value of the right to collect future
      payments. It is the discounted value of aggregate future payments.

14.   GROSS SALES PROCEEDS - The total amount of invoiced sales, before
      deducting returns, allowances, etc. over the forecasted sellout period.

15.   FORECASTING - Predicting a future happening or condition based on past
      trends and the perceptions of market participants, tempered with
      analytical judgment concerning the continuation of these trends and the
      realization of these perceptions in the future.

16.   OVER ALL CAPITALIZATION RATE - An income rate for a total property that
      reflects the relationship between a single year's net operating income
      expectancy or an annual average of several years' income expectancies and
      total price or value; used to convert net operating income into an
      indication of overall property value.

17.   DISCOUNT RATE - A rate of return on capital used to convert future
      payments or receipts into present value.

18.   INTERNAL RATE RETURN - The annualized rate of return on capital that is
      generated or capable of being generated within an investment or portfolio
      over the period of ownership; similar to the equity yield rate; often used
      to measure profitability after income taxes, i.e.,


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                               Page 7
<PAGE>

                                                   DEFINITIONS OF TERMS, CONT'D.
- --------------------------------------------------------------------------------

      the after-tax equity yield rate; the rate of discount that makes the net
      present value of an investment equal to zero; discounts all returns from
      an investment, including returns from its termination, to equal the
      original investment.

19.   RETAIL VALUE - The term "retail" refers to the aggregate sum of all the
      individual unit values as of the date of the appraisal. Generally applied
      to residential lot sales or condominium developments.

      Source of Definitions: The American Institute of Real Estate Appraisers,
      The Dictionary of Real Estate Appraisal; American Institute of Real Estate
      Appraisers and Society of Real Estate Appraisers, Real Estate Terminology,
      Ed. Byrl N Boyce (Cambridge, MA: Ballinger Publishing Company, 1981); or
      standard industry definitions.

SUPPLEMENTAL DEFINITIONS

      1.    MARKET VALUE "AS IS" ON APPRAISAL DATE: An estimate of the market
            value of a property in the condition observed upon inspection and as
            it physically and legally exists without hypothetical conditions,
            assumptions, or qualifications as of the date the appraisal is
            prepared.

      2.    PROSPECTIVE VALUE UPON COMPLETION OF CONSTRUCTION: The Value
            presented assumes all proposed construction, conversion,
            rehabilitation is hypothetically completed, or under other specified
            hypothetical conditions, as of the future date when such
            construction completion is projected to occur. If anticipated market
            conditions indicate that stabilized occupancy is not likely as of
            the date of completion, this estimate shall reflect the market value
            of the property in its then "as-is" leased state (future cash flows
            must reflect additional lease-up costs, including tenant
            improvements and leasing commissions, for all areas not pre-leased).
            For properties where individual units are to be sold over a period
            of time, this value should represent that point in time when all
            construction and development costs have been expended for that
            phase, or those phases, under valuation.

      3.    PROSPECTIVE VALUE UPON ACHIEVING STABILIZED OCCUPANCY: The value
            presented assumes the property has attained the optimum level of
            long-term occupancy, which an income- producing real estate project
            is expected to achieve under competent management after exposure for
            leasing in the open market for a reasonable period of time at terms
            and conditions comparable to competitive offerings. The date of
            stabilization must be estimated and stated within the report.

      4.    PROPOSED TRACT DEVELOPMENT: Means a project of five units or more
            that is constructed, or is to be constructed, as a single
            development. A tract development may be units in a subdivision,
            condominium project, timeshare project, or any similar project meant
            to be sold as individual units over a period of time.

      5.    FAIR VALUE - The cash price that might reasonably be anticipated in
            a current sale under all conditions requisite to a fair sale. A
            "fair sale" means that buyer and seller are each acting prudently,
            knowledgeably, and under no necessity to buy or sell. "Current sale"
            means that the property is exposed to the open market for a
            reasonable time considering the property type and local market
            conditions. When a current sale


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                                                   DEFINITIONS OF TERMS, CONT'D.
- --------------------------------------------------------------------------------

            is unlikely, i.e., when it is unlikely that the sale can be
            completed within 12 months, the appraiser should discount to present
            value any and all cash flows which might be generated by the
            property to obtain the estimate of fair value. These cash flows
            include, but are not limited to, those arising from ownership,
            development, operation, and sale of the property. The discount
            applied should reflect the appraiser's judgement of what a prudent,
            knowledgeable purchaser under no necessity to buy would be willing
            to pay to purchase the property in a current sale. Whenever the
            appraiser believes that more than one year is necessary for a fair
            sale of the property, the appraiser shall state and justify the
            estimated holding period, cash flows and the discount rate applied.


- --------------------------------------------------------------------------------
(C) 1997 Huber & Lamb Appraisal Group, Inc.                               Page 9
<PAGE>

                                             ASSUMPTIONS AND LIMITING CONDITIONS
- --------------------------------------------------------------------------------

      Standard Rule 2-2g of the Code of Professional Ethics and Standards of
Professional Conduct of the Appraisal Institute requires the appraiser to
clearly and accurately set forth all facts, assumptions and conditions that
affect the analysis, opinions and conclusions upon which the appraisal is based.
In compliance therewith, and to assist the reader in interpreting this report,
such assumptions and limiting conditions are set forth as follows:

1.    Title is assumed to be marketable and free and clear of all liens and
      encumbrances, easements, and restrictions except those specifically
      discussed in the report. The property is appraised assuming it to be under
      responsible ownership and competent management and available for its
      highest and best use.

2.    No opinion is intended to be expressed for legal matters or that would
      require specialized investigation or knowledge beyond that ordinarily
      employed by real estate appraisers, notwithstanding the fact that such
      matters may be discussed in the report.

3.    The date of value to which the opinions expressed in this report apply is
      set forth in the letter of transmittal. The appraiser assumes no
      responsibility for economic or physical factors occurring at some later
      date which may affect the opinion herein stated.

4.    The valuation is reported in dollars of currency prevailing on the date of
      appraisal.

5.    Maps, plats, and exhibits included herein are for illustration only as an
      aid in visualizing matters discussed within the report. They should not be
      considered as surveys or relied upon for any other purpose.

6.    All information and comments pertaining to this and other properties
      included in the report represent the personal opinion of the appraiser,
      formed after examination and study of the subject and other properties.
      While it is believed the information, estimates and analyses are correct,
      the appraiser does not guarantee them and assumes no liability for errors
      in fact, analysis or judgement.

7.    Neither all nor any part of the contents of this report (especially any
      conclusions as to value, the identity of the appraiser or the firm with
      which he is connected, or any reference to the Appraisal Institute or the
      MAI or RM designation) shall be disseminated to the public through
      advertising media, public relations media, news media, sales media or any
      other public means of communication without prior written consent and
      approval of the undersigned.

8.    The appraiser is not required to give testimony or to appear in court by
      reason of this appraisal, unless prior arrangements have been made.

9.    The distribution of the total valuation in this report between land and
      improvements applies only under the existing program of utilization. The
      separate valuations for land and buildings must not be used in conjunction
      with any other appraisal and are invalid if so used.

10.   Certain information concerning market and operating data was obtained from
      others. This information is verified and checked, where possible, and is
      used in this appraisal


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                                    ASSUMPTIONS AND LIMITING CONDITIONS, CONT'D.
- --------------------------------------------------------------------------------

      only if it is believed to be accurate and correct. However, such
      information is not guaranteed.

11.   Real Estate Values are influenced by a large number of external factors.
      The data contained herein is all of the data we consider necessary to
      support the value estimate. We have not knowingly withheld any pertinent
      facts, but we do not guarantee that we have knowledge of all factors which
      might influence the value of the subject. Due to rapid changes in the
      external factors, the value estimate is considered reliable only as of the
      date of the appraisal.

12.   Opinions of value contained herein are estimates. There is no guarantee,
      written or implied, that the subject property will sell for such amounts.

13.   It is assumed that there are no hidden or unapparent conditions of the
      property, subsoil, or structures which would render it more or less
      valuable. No responsibility is assumed for such conditions or for
      engineering which may be required to discover such factors.

14.   If the subject of the appraisal is an improved property, the appraiser has
      personally inspected the property and finds no obvious evidence of
      structural deficiencies except as stated in this report; however, no
      responsibility for hidden defects or conformity to specific governmental
      requirements, such as fire, building and safety, earthquake, or occupancy
      codes can be assumed without provision of specific professional or
      governmental inspections.

15.   Unless otherwise stated in this report, the existence of hazardous
      material, which may or may not be present on the property, was not
      observed by the appraiser. The appraiser has no knowledge of the existence
      of such materials on or in the property. The appraiser, however, is not
      qualified to detect such substances. The presence of substances such as
      asbestos, urea-formaldehyde foam insulation, or other potentially
      hazardous materials may affect the value of the property. The value
      estimate is predicated on the assumption that there is no such material on
      or in the property that would cause a loss in value. No responsibility is
      assumed for any such conditions, or for any expertise or engineering
      knowledge required to discover them. The client is urged to retain an
      expert in this field, if desired.

16.   We have not made a specific compliance survey and analysis of this
      property to determine whether or not it is in conformity with the various
      detailed requirements of the Americans with Disabilities Act (aka, ADA).
      It is possible that a compliance survey of the property together with a
      detailed analysis of the requirements of the ADA could reveal that the
      property is not in compliance with one or more of the requirements of the
      Act. If so, this fact could have a negative effect upon the value of the
      property. Since we have no direct evidence relating to this issue, we did
      not consider possible non- compliance with the requirements of ADA in
      estimating the value of the property.


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<PAGE>

                                                      METROPOLITAN AREA ANALYSIS
- --------------------------------------------------------------------------------

INTRODUCTION

      The intent of this analysis is to provide basic data reflecting the
Nashville Metropolitan area economy and determine the potential effect on real
estate absorption, occupancies, rent trends and values. This analysis utilizes
graphs in the presentation of data to assist the reader in quickly identifying
trends.

GENERAL PERTINENT CITY DATA

      The following is general data about Nashville that will assist the reader
in establishing general characteristics of Nashville.

o     State Capitol
o     County Seat
o     Second largest city in Tennessee
o     MSA is largest in Tennessee
o     MSA consists of 8 counties surrounding Davidson County
o     50% of the U.S. population is located within a 600 mile radius of the
      city.
o     Nashville-Davidson County consists of a Metropolitan Government (i.e.,
      city and county government combined into one government)

POPULATION

      POPULATION:  1,128,400
      YEAR:        1/1/97
      SOURCE:      Sales & Marketing Management, August 30, 1997

      The graph to the right reflects historical population trends for the
Nashville MSA from 1970 through 1/1/97. Overall, the growth rate has been
relatively stable with a higher growth rate in the 1990's. The upward trend in
the population is expected to continue at moderate rates in the long-term.
Recent trends indicate that the suburban counties will be the primary
beneficiary of future growth. Currently, Rutherford County and Williamson County
are the fastest growing counties in Middle Tennessee. In fact, Rutherford County
is in the top 50 fastest growing counties in the United States.

MSA POPULATION GROWTH

                               [GRAPHIC OMITTED]

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                                             METROPOLITAN AREA ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

      The Nashville MSA consists of eight counties. The graph to the right
indicates that the largest populated counties are Davidson and Rutherford
Counties. Nashville-Davidson is part of Davidson County. Therefore, the Davidson
County data includes the Nashville - Davidson data.

                               [GRAPHIC OMITTED]

COST OF LIVING

      Data provided by the American Chamber of Commerce Researcher's Association
indicates that Nashville's cost of living is one of the lowest in the U.S. as
compared to comparable sized towns or larger.

      ACCRA ALL INDEX RATING:  94.2
      ACCRA REPORT DATE:       Third Quarter 1996

      The graph to the right provides a comparison of the cost of living index
between Nashville and other cities. The high quality of life in Nashville
combined with the low cost of living makes the area an attractive location for
new businesses. Nashville has a lower cost of living as compared to the two
other metropolitan areas in Tennessee - Knoxville and Memphis. In addition, the
cost of living is lower than comparable sized cities such as Indianapolis,
Charlotte, Raleigh and Birmingham.

                           COST OF LIVING COMPARISON
                               ACCRA 3rd Qtr 1996

                               [GRAPHIC OMITTED]


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                                             METROPOLITAN AREA ANALYSIS, CONT'D.
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EFFECTIVE BUYING INCOME

      While Nashville has a relatively low cost of living, the effective buying
income (EBI) is slightly above the national level. The EBI is also referred to
as "disposable personal income". The following information was obtained from
Sales and Marketing Management Survey of Buying Power, August 30, 1997.

      MEDIAN HOUSEHOLD EBI OF:
        Nashville MSA:          $38,224
        USA:                    $33,482

      The following graph compares the median household effective buying income
of the Nashville MSA to the individual counties and composite suburban market.

                               [GRAPHIC OMITTED]

                            Effective Buying Income
                              Comparison By County

ECONOMIC PROFILE

      The Nashville economy is very diversified and closely parallels the US
economy as evidenced by the labor force allocation comparisons provided later.
As a result, the economic performance of Nashville also closely parallels the
national economy. Nashville experienced the strong economic activity in the
mid-1980's, fell into recession in 1989 and has recovered and is expanding since
1993. The real estate market in Nashville has followed similar trends as the
overall economy with the exception of the real estate market experiencing more
of a depression than a recession in the late 1980's. This phenomena, however,
has been experienced throughout many metropolitan markets in the United States.
The following discussions present the basic economic profile of Nashville as
well as general trends.


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                                             METROPOLITAN AREA ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

MAJOR INDUSTRIES

      The following is a list of the major industries significantly influencing
the Nashville economy. The reader is directed to the exhibit at the end of the
Metropolitan Analysis for a list of the largest employers of Metropolitan
Nashville.

o     State & Federal Government
o     Music Industry
o     Printing Industry
o     Tourism & Conventions
o     Healthcare Industry
o     Automotive Manufacturing Industry

      PRINTING & PUBLISHING INDUSTRY - Nashville, the South's leading center for
printing and publishing, is the home of the Printing Industry Association of the
South, the Southern Baptist Convention and United Methodist printing facilities,
and the Thomas Nelson Co., the world's largest printer and distributor of
Bibles. In addition, Nashville is home of Ingram Publishing, the largest book
and software distributor in the world. Publishers Weekly recently described
Nashville as one of the nation's ten largest book publishing, printing and
distribution centers and the largest in the south.

      HEALTHCARE INDUSTRY - Nashville is currently considered the healthcare
industry's business center for the U.S. Nashville is home to companies that
manage or own more than 60% of the for- profit acute care hospital beds in the
United States. More than 140 health care companies with a national or
multi-state presence, representing every segment of the industry, have regional
or corporate headquarters in Nashville. The most prominent company is
Columbia/HCA Healthcare Corporation, the largest for-profit hospital operator in
the world. It is a $16 billion-a-year company owning more than 300 hospitals and
100 day-surgery centers in 37 states. The company is one of the largest public
companies in the U.S. surpassing Coca-Cola Co. and Xerox.

      MUSIC INDUSTRY - Nashville's most famous asset is its dynamic music
industry. Anchored by the renowned Grand Ole Opry, with continuous live
broadcasting since its founding in 1925, Nashville has become the headquarters
for the country-music world. The industry has an estimated $2.5 billion impact
on the Music City economy as well as spawning the tourism business, valued to be
approximately $2 billion. Country music is one of the fastest growing sectors of
the music industry with record labels increasing their artist roster and general
financial commitment to Nashville. This commitment is evidenced by new office
building construction such as the RCA building, MCA building and other recent
projects. Music publishing is also flourishing. Nashville is known as the last
"writer's town" with many songwriters moving here from Los Angeles and other
parts of the country.

      The following presents details of the impact of the music industry on the
Nashville economy.

o     68 record labels                       o     10 record manufacturers
o     175 recording studios                  o     40 record promotion companies
o     290 song publishing companies          o     23 theatrical talent agencies
o     190 booking agents

      The music industry has an estimated 1,500+ companies in the area directly
related to music. Approximately 25,000 people are employed in the industry with
a total payroll of approximately $500 million annually. The film/video
production business in Nashville has


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                                             METROPOLITAN AREA ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

increased 200 percent in the last five years. Approximately 75 companies in the
area have a combined earnings estimated at $333 million annually.

      TOURISM & CONVENTIONS - The tourist and convention industry draws
approximately 9 million people to Nashville every year. These visitors spend
approximately $2 billion per year contributing significantly to the economy.

      The Nashville Convention Center was completed in downtown Nashville in
1987. This facility combined with the even larger convention facilities at the
Opryland Hotel have resulted in Nashville becoming a strong convention town. The
2,800+ room Opryland Hotel includes a 988 room expansion at a cost of $200
million with completion in 1996. The hotel is the largest non- gambling hotel in
the country and in the top 10 size list overall. The primary business generated
by the hotel is convention business. Even after the expansion, the hotel
reportedly maintains an 85% annual occupancy, which is an extraordinary annual
occupancy for hotels. Conventions contribute significantly to the local economy.
A downtown arena is currently under construction near the convention center. The
20,000 seat capacity Arena, completed in late 1996, is a state of the art
facility for concerts, multi-media and conventions and designed to house a
National Basketball Association team. It is now home to the new National Hockey
League team recently awarded to Nashville in 1997. This facility has already
been the direct catalyst for revitalization of downtown with completion of the
Wildhorse Saloon, Hard Rock Cafe, Planet Hollywood and numerous other
restaurants and tourist type businesses on Second Avenue.

      Conventions have historically brought more than a million people a year to
Nashville, which has started to compete with spots such as Orlando, New Orleans
and Las Vegas for lucrative convention dollars. These conventions have been
pumping in more money to the local economy, with convention revenues jumping to
$300 million a year, nearly double what it was a decade ago. The new arena is
anticipated to boost Nashville to the next level of competition in convention
business. Already Nashville is competing with Atlanta and other similar sized
convention towns for major athletic events and conventions that would not be
feasible prior to the arena. With the Arena and the Opryland Hotel completions,
Nashville has 418,000 SF of exhibit space, more than any other city in the
Southeast except Atlanta and Orlando. The Nashville Convention & Visitors Bureau
worked with 82 conventions representing 45,300 delegates in January 1997
compared with 51 conventions representing 31,390 delegates in January 1996.
According to Butch Spyridon of the NCVB, "We used to be a three- to five-month
city, then we were a nine- to 10-month city. No we're beginning to grow into a
12 month market, particularly in the meeting industry."

      The former Houston Oilers, now known as the Tennessee Oilers, moved the
franchise to Nashville in Summer 1997. The proposed $290 million, 65,000+
stadium is being developed across the Cumberland River from downtown in an area
known as the East Bank. The area previously consisted of extremely heavy
industrial uses and warehouses built in the 1930's through 1960's. Current plans
are to have the stadium completed and the football team playing by 1999. The
Oilers will be playing in Memphis until the stadium in Nashville is complete.

      AUTOMOTIVE MANUFACTURING INDUSTRY - In the 1980's, the Middle Tennessee
area was the location for two new automotive manufacturing facilities that have
contributed significantly to the local economy. Nissan Motors U.S.A is located
in Smyrna in Rutherford County and has a total local employment of approximately
6,000. General Motors


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                                             METROPOLITAN AREA ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

constructed the Saturn Plant in Maury County, just south of Williamson County,
in 1989. Their current local employment is approximately 8,300. In addition,
Primus, a subsidiary of Ford Motor Credit, has completed a 250,000 SFoffice
facility in the Cool Springs area in 1995 and already has another 250,000 SF
under construction. This is the international headquarters and central operation
center for the company. This development has already had an impact on retail,
apartment, hotel and single family development plans in the immediate area.

LABOR FORCE/EMPLOYMENT

LABOR FORCE

      As previously noted, one of the attributes of the Nashville economy is its
diversity. Nashville's labor force closely parallels the United States
statistics by industry group. As a result, the Nashville/Middle Tennessee
economy closely parallels the national economic swings. Nashville, however,
tends to precede and not follow the national economy. As an example, the full
recognition of the recession appeared to have impacted Nashville at the same
time or slightly preceding the national recession. On the other hand,
statistical data indicates Nashville recovered at a slightly faster pace than
national statistics.

      The two pie charts to the right compare the Nashville labor force by group
to the USA. The latest available data for Nashville is 1996 and 1990 for the
USA.

                               [GRAPHIC OMITTED]

                             USA LABOR FORCE - 1990

                               [GRAPHIC OMITTED]

                               LABOR FORCE - MSA


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                                             METROPOLITAN AREA ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

EMPLOYMENT

      The employment growth trends for the MSA reflect the late 1980's and early
1990's recession and subsequent full recovery. The graph to the right indicates
that the growth peaked in 1994 at unusually high levels and is returning to a
normal level.

      The unemployment rate continued to decline through 1994 as the total labor
force has increased. This factor indicated job growth had outpaced the growth in
the labor force. The unemployment rate has remained generally stable since 1994.
The following unemployment graph presents the trends in average unemployment
over the past several years.

      While annual averages show an 11,800 employment gain or 2.0% growth for
1996, the comparison of June 1997 to June 1997 data in the chart on the
following page reflects a significantly smaller employment gain of 0.9% increase
or 7,000. It is apparent that job growth has declined significantly from the
1994 peak. Furthermore, data indicates this decline in job growth is evident
throughout the state of Tennessee. This low level of job growth has been
consistent through 1997. Since job growth is a key measurement of an economy, it
should be monitored closely for the remainder of the year and into 1998.

                           EMPLOYMENT GROWTH HISTORY
                               Previous 10 Years

                               [GRAPHIC OMITTED]

                               [GRAPHIC OMITTED]

                              UNEMPLOYMENT HISTORY
                               Previous 10 Years


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 18
<PAGE>

                                             METROPOLITAN AREA ANALYSIS, CONT'D.
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           COMPARISON OF CURRENT MONTH TO SAME MONTH LAST YEAR (000's)

                          Labor Force        Employment         % Unemply
                          -----------        ----------         ---------
June 1997                       629.7             613.3              4.0%
June 1997                       626.7             607.6              3.6%
                                -----             -----              ---
Difference/Change                   3                 6                 0

      However, the reader should note that the Tennessee Department of
Employment Security's initial estimates are typically unreliable, particularly
in years of significant declines or increases. For this reason, the magnitude of
the decline is highly questionable. However, the significant factor is the
decline in job growth. The final revisions are not available for approximately
one to two years after the initial estimate. The following graph illustrates the
inaccuracy of the first revision job growth estimates as compared to the final
estimates.

                     EMPLOYMENT GROWTH REVISIONS COMPARISON
                        First Revision Vs Final Revision

                               [GRAPHIC OMITTED]

      In addition, recent market data for items such as single family home sales
for existing and new construction indicate slightly lower, but very similar
year-to-date levels as the same period in 1996. Inasmuch as the recent home
sales market has been setting a record pace, it does not make sense that job
growth has declined so dramatically. However, the job growth figures should be
monitored very closely over the next several months since it is recognized as a
very important leading indicator.

      The Fall 1997 periodical Mid-State Economic Indicators published by the
Business and Economic Research Center, College of Business, Middle Tennessee
State University directly addresses the recent decline in job growth. This
publication states that job growth is slower in the Mid-State than in the rest
of the country due to the regions tight labor markets (i.e., low unemployment
rate). The ability of the job market to grow has been limited by the fact


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 19
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                                             METROPOLITAN AREA ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

that the available skilled work force is so limited that even when potential
jobs are created, they are difficult to fill. The publication further indicates
that the job growth through Second Quarter 1997 is only 5,969 jobs. The data
presented in the publication indicates that Manufacturing represents a decline
of 2,474 and Government a decline of 2,428. These two categories represent a
decline of 4,902. All remaining labor market categories reflect a positive job
growth of 10,871. The Services sector was the primary job growth market with an
increase of 6,130 jobs. Thus, the quality of new jobs being created is actually
improving and may explain why real estate sectors such as home sales has
remained at healthy levels.

RETAIL SALES

      Annual retail sales analysis is another key measure of the local economy.
The data is for the eight county Nashville MSA as reported by Sales & Marketing
Management. The primary increase in sales is being generated outside of Davidson
County in the high growth counties of Rutherford and Williamson. However, the
Davidson County sales are still increasing at a healthy pace. As will be
discussed later, the flow of population and increasing retail sales in the hub
counties is a strong catalyst for the shopping center market growth. Williamson
County has benefited from the high average household income that has attracted
significant new retail development in the Cool Springs Galleria Mall area.

                              RETAIL SALES HISTORY
                                 Davidson County

                               [GRAPHIC OMITTED]


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 20
<PAGE>

                                             METROPOLITAN AREA ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

NEW CONSTRUCTION

      Building permit data is a good indicator of new construction activity for
a city/metropolitan area. The following graph presents the historical trends for
Nashville-Davidson County's residential and non-residential building permit
values.

         LATEST FULL YEAR PERMITS:  $991,687,815
         LATEST FULL YEAR:          1996

      The graph to the right presents the historical trends for
Nashville-Davidson County's building permit values. The data indicates a
significant recovery with 1994's total valuation reflecting a -1.74% increase as
compared to the previous year. The building permit trends have followed local
and national economic trends and should continue to follow these trends in the
future. The important factor to note is that a substantial amount of the new
commercial construction is occurring outside of Davidson County. Thus, the
declining trends since 1994 is not necessarily accurate. A significant amount of
new commercial and residential development is occurring in the high growth
counties such as Williamson and Rutherford.

                              TOTAL PERMIT VALUES
                                Davidson County

                               [GRAPHIC OMITTED]

REAL ESTATE MARKETS

      The following provides a brief summary of the occupancy histories and
status of the various real estate markets in the Nashville area. This is
intended as a broad overview in the context of how these markets effect or
reflect the Nashville Metropolitan area economy.

SINGLE FAMILY MARKET

      Single Family construction starts have rebounded from the recessionary
times of 1989 through 1991. Record level sales were recorded in 1993 and 1994
and construction starts have been on the rise since 1992. According to
Market-Graphics, Inc., the single family lot supply is extremely low in the
vibrant markets. As of October 1996, Market-Graphics, Inc. indicated that the
years supply of lots is declining and was at 1.62 years for the seven county
area they survey. This is a decline from an approximate three year supply in
1990. The decline in years supply is attributed to both increased demand and a
decline in total available lots from 14,000+ to 11,459 in 1994. The lot supply
has remained virtually the same at 11,500+/- through mid year 1997 despite the 
significant increase in lot development. Analysis


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 21
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                                             METROPOLITAN AREA ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

of the most active markets indicate a years supply of less than 1.5 years,
particularly Rutherford County and Williamson County.

      New home sales for the Metropolitan area have been improving since 1993.
The 1993 new construction home sales rate was approximately 4,200 homes. New
home sales increased to 5,891 in 1994 and 5,966 in 1995. Another significant
increase occurred in 1996 to the 7,259 home level. Based on data through through
August 1997, MarketGraphics reports home sales are at slightly lower, but very
similar pace of a forecasted 7,000 new homes for all of 1997.

      In addition, 1995 was a record breaking year for existing home sales. The
1996 level declined, but at higher levels then pre-1995. As was the case in new
home sales, data through August 1997 indicates highly similar, but slightly
lower existing home sales for all of 1997. Existing home appreciation in 1994
through 1996 has been strong. A study completed by Maneier & Exton indicates the
Davidson and Williamson County markets reflect appreciation of 6.7% in 1994,
6.1% in 1995 and 7.7% in 1996. Another study completed by Experian, a national
data collection company, indicated Nashville's upper end homes (i.e., $125,000+
in 1990) has appreciated an average of 5.7% per year since 1990. This places
Nashville second to Denver in the top five in the country for high end home
appreciation. However, in 1997, the existing homes for sale inventory increased
significantly because of the high appreciation. As a result, days on market will
increase and price appreciation will moderate to more typical levels.

                          NASHVILLE METROPOLITAN AREA
                        Single Family Lots Years Supply

                               [GRAPHIC OMITTED]

                         JOB GROWTH Vs TOTAL HOME SALES
                     (Job Growth Offset 1 Yr Vs Home Sales)

                               [GRAPHIC OMITTED]


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 22
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                                             METROPOLITAN AREA ANALYSIS, CONT'D.
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MULTI-FAMILY MARKET

      After several years of an apartment oversupply, the apartment market
reached a market occupancy reflecting natural full occupancy in 1993 and 1994.
With the 95+% occupancies beginning in 1992, apartments had been experiencing
significant overall market rent increases with an annualized 6.8%+/- over 1992, 
7.4% in 1993, 9.5%+/- in 1994 and 7.6% in 1995. Due to the rent increases, 
apartment construction began to increase to a reasonable level of 3,125 units in
1996. This resulted in a significant decline in rent appreciation to the 1.1%
level. However, by mid year 1997, another 3,055 units had been completed with
6,037 units under construction. This massive amount of new apartment
construction will probably result in an oversupply of the overall market for at
least two years, even with healthy absorption and economic activity.

                           NASHVILLE APARTMENT MARKET
                                Occupancy Trends

                               [GRAPHIC OMITTED]

OFFICE MARKET

      The Nashville market, like most in the U.S., had a severe oversupply of
office space in the early 1990's; however, with the improving local economy,
declining vacancy, healthy rent appreciation and limited construction in the
early 1990's, the office market began to experience new construction in late
1995 through the present. Since this new construction cycle began, the new
supply being built is typically absorbed before it is completed, particularly in
the Brentwood/FrankIin submarket. Most of the new construction is by REITs or
similar type companies with minimal debt. As a result of this high demand, rents
increased 3.8% for the overall market with the strongest markets reflecting 4.4%
to 7.6% appreciation in 1996. The overall market was negatively affected by the
CBD which is still suffering to some degree, although improving. Currently,
there is an estimated 18,800,000 square feet

                            NASHVILLE OFFICE MARKET
                                 Vacancy Trend

                               [GRAPHIC OMITTED]


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                                             METROPOLITAN AREA ANALYSIS, CONT'D.
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of office space in the area with a mid year 1997 vacancy of 6.66%. The Central
Business District totals more than 5.2 million square feet with a mid year
vacancy rate of 11.15%. The 1995 and 1996 absorption has hovered around
700,000+/- square feet per year or 1,400,000+/- square feet over the two year 
period. During the same period, approximately 1,126,000 square feet of space was
constructed. Thus, demand has outpaced new supply. This should yield the
continuation of healthy rent appreciation in the near term.

RETAIL MARKET

      The retail vacancy rate has declined significantly since 1994 as evidenced
by the adjoining graph. The improved market conditions have resulted in
significant new construction and rent appreciation. During the 1993 through 1996
period, approximately 21,600,000 square feet of new construction was completed.
During the same period, the market absorbed 3,600,000 square feet yielding the
significant vacancy rate improvement. A large percentage of this new
construction has been in the Cool Springs Mall area of the Brentwood/Franklin
market. The Cool Springs market is obviously the hottest real estate submarket
for the Nashville area, particularly in the retail market.

                            NASHVILLE RETAIL MARKET
                                Occupancy Trend

                               [GRAPHIC OMITTED]

      The outlook for the overall retail market is positive based on the
year-to-date 1997 activity. Shopping center sales are still relatively limited.
However, rents are increasing as occupancies increase.

INDUSTRIAL MARKET

      One of the most vibrant property types in Nashville is the industrial
market. Nashville and Chattanooga share laurels for the top industrial real
estate occupancy rate in the nation of 99%. The occupancy rate is based on the
approximate 170 million square feet of combined speculative and owner occupied
space. That is the finding of a new comprehensive study by the Washington-based
Society of

                          NASHVILLE INDUSTRIAL MARKET
                                 Vacancy Trend

                               [GRAPHIC OMITTED]


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 24
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                                             METROPOLITAN AREA ANALYSIS, CONT'D.
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Industrial and Office Realtors (SIOR), an arm of the National Association of
Realtors, and New York-headquartered Landauer Real Estate Counselors.

      With the supply of developable industrial zoned land inside Davidson
County dwindling and the area's economy performing quite strongly, distribution,
warehouse and manufacturing space has been in short supply since 1995.
Speculative industrial space is 94.3% occupied according to the Nashville
Warehouse Report - Year End 1996 published by the Frank L. Smith Company.
However, due to the resurgence in new construction, the vacancy increased to
9.6% in the First Quarter 1997. The total new construction for 1996 was 1.6
million square feet with a net absorption of 911,000 SF.Rents for
warehouse/distribution space average $3.47/SF per square foot The majority of
the industrial activity appears to be located outside Nashville but within the
MSA, where land is plentiful and less costly. The shortage of developable,
affordable industrial zoned land in Davidson County has been a major hindrance
to developers in recent years.

      As of year end 1996, the Nashville market had 1.2 million square feet of
industrial space under construction. Anthony Martin of CB Commercial states
"Nashville is now perceived as an industrial market that can support higher
levels of speculative space, because we have higher levels of activity. That is
expected to continue because of the strong position of REITs in the marketplace,
such as Security Capital Industrial, First Industrial, and Weeks." The character
of Nashville industrial development has historically been of low quality
compared to other markets. However, with the developments by Security Capital
Industrial, Weeks and Trammel Crow, the quality has stepped up to be comparable
quality as other major industrial markets. Brokers have reported that the lack
of large block space has been a hindrance to attracting tenants to this market.
However, with increased development activity of good quality space, interest in
Nashville has increased substantially over 1996 into 1997.

HOTEL MARKET

      Data obtained from the Nashville Convention and Visitors Bureau, indicates
the Nashville hotel market has sustained a relatively healthy occupancy of 71+%
since 1991. Occupancy rates have increased to a level that allows appreciation
in average daily room rates. As a result, the Metropolitan area experienced the
beginning of new hotel construction in 1994 which has continued through 1997.
The significant amount of new construction, particularly in the Opryland and
Brentwood/Franklin submarkets is bringing up warning signals relative to
potential oversupply. However, current year 1997 occupancy figures are not yet
available to determine the impact on the hotel market or the average daily
rates. The increase in development activity is in

                             NASHVILLE HOTEL MARKET
                                Occupancy Trend

                               [GRAPHIC OMITTED]


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                                             METROPOLITAN AREA ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

anticipation of demand generated from the general expanding economy,
particularly in the Brentwood/Franklin submarket, and the anticipated growth in
convention business from the recently completed Nashville Arena and the Opryland
Hotel over flow from its recent room expansion and resulting convention business
growth. Discussions with hotel managers as far out as the Brentwood market
indicate that they have been positively impacted by the increased convention
activity. As a result, the hotel market should be viewed with caution relative
to any additional new construction over the next one to two years.

CONCLUSIONS

      In summary, the Nashville economy has been very strong and well positioned
for expansion. Its diversification tends to mitigate extremes of boom and bust,
of inflation and recession, and insures strong, stable growth well into the
future. The area is benefitting from substantial growth in in all areas of the
economy from 1994 through 1996. The initial real estate market indicators
suggest that 1997 is continuing at a similar pace, but slightly moderated. The
economic data suggest that Nashville has risen to another plateau from which
fluctuations in the economy will be measured. Thus, any moderation in 1997 as
compared to 1995 and 1996 would be normal based on long-term historical data;
however, the economic factors would still reflect levels significantly higher
than levels prior to 1994. In other words, any graphical analysis of near term
future trends should reflect a leveling of the graph following the significant
rise in 1994. The only questionable economic leading indicator is the reported
significant decline in job growth, which can affect all market types.

      Nashville's central location and superior transportation routes give the
city a unique character as the hub of a broad spectrum of commercial activity.
Finance, government, education, medical and health, retail trade, manufacturing,
tourism and all of the support industries insure the economic viability of
Nashville for many years to come. As the state capitol, Nashville will continue
to benefit from the amenities capitol cities traditionally enjoy in government
expenditures.

AFFECTS ON REAL ESTATE

      After several years of declining rental rates and low occupancy levels,
all sectors of the real estate market have had substantial increases in
occupancy and began to experience increasing effective rental rates, resulting
in the justification of new construction. The markets to initially rebound were
the single family, apartment and industrial markets. The office and retail
markets were lagging in the rebound; however, both of these markets have fully
recovered with new construction beginning in 1995 and 1996 at a pace that
generally matches demand. The two submarkets that must be watched closely due to
significant new construction completed over the past year and under construction
as of late 1997 are the apartment and hotel markets.

      As a result of all the recent economic and population growth,
institutional investors are increasingly interested in the Nashville market
after ignoring this second tier market during the recession. This is supported
by increased institutional investor transactions in the apartment, office and
industrial markets. Despite the the recent low job growth, discussions with
institutional investors indicate a strong interest in the Nashville market. In
fact, despite the large amount of new apartment construction, national investors
are still interested in the Nashville apartment market, but becoming slightly
more cautious.


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                                             METROPOLITAN AREA ANALYSIS, CONT'D.
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      The positive growth from 1994 through 1996 and into 1997 for the Nashville
economy and real estate market has been beneficial for the subject's property
type and the subject property. The outlook for 1998 is positive for Nashville
with no significant adverse conditions expected, with the exception of the
apartment and hotel markets. As a result, most properties should continue to
experience healthy occupancy levels and achieve reasonable appreciation in
rents.

      The following exhibits provide additional general data of interest about
the Nashville area.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 27
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                                             METROPOLITAN AREA ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

                            21 LARGEST NASHVILLE AREA
                                 MAJOR EMPLOYERS

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
           FIRM                                      PRODUCT/INDUSTRY             EMPLOYEES
<C>        <S>                                       <S>                            <C>
1          Tennessee State Government                Government                     18,147
- -------------------------------------------------------------------------------------------
2          Vanderbilt University and Medical Center  Education                      12,000
- -------------------------------------------------------------------------------------------
3 (tie)    Gaylord Entertainment                     Hotel, Amusement Park &        10,000
                                                     Entertainment Company
- -------------------------------------------------------------------------------------------
3 (tie)    Metro Nashville and Davidson County       Government                     10,000
- -------------------------------------------------------------------------------------------
5          United States Government                  Government                      9,900
- -------------------------------------------------------------------------------------------
6          Metro Nashville and Davidson County       Education                       9,340
           Schools
- -------------------------------------------------------------------------------------------
7          Columbia/HCA Health Care Corp.            Hospital Company                7,000
- -------------------------------------------------------------------------------------------
8          Nissan, USA                               Light Trucks/Cars               6,000
- -------------------------------------------------------------------------------------------
9          Kroger Food Stores                        Retail Food Stores              5,944
- -------------------------------------------------------------------------------------------
10         Shoney's, Inc.                            Hospitality & Restaurant        4,165
- -------------------------------------------------------------------------------------------
11         South Central Bell Telephone Co.          Telecommunication               3,507
- -------------------------------------------------------------------------------------------
12         Baptist Hospital                          Health Care Facility            3,000
- -------------------------------------------------------------------------------------------
13         Saint Thomas Hospital                     Health Care Facility            2,924
- -------------------------------------------------------------------------------------------
14         Sumner County Public Schools              Public School System            2,830
- -------------------------------------------------------------------------------------------
15         Bridgestone/Firestone, Inc.               Tire Manufacturer               2,540
- -------------------------------------------------------------------------------------------
16         Rutherford County Government & Public     County Government & Public      2,500
           Schools                                   School sys tem.
- -------------------------------------------------------------------------------------------
17         State Industries, Inc.                    Water Heater Mfg.               2,400
- -------------------------------------------------------------------------------------------
18         Whirlpool Corp.                           Maker of Air Conditioners,      2,300
                                                     Refrigerators,
                                                     Dehumidifiers
- -------------------------------------------------------------------------------------------
19         First American Corp.                      Bank Holding Company            2,195
- -------------------------------------------------------------------------------------------
20 (tie)   Castner Knott Department Stores           Retail Stores                   2,000
- -------------------------------------------------------------------------------------------
20 (tie)   Ingram Industries Inc.                                                    2,000
- -------------------------------------------------------------------------------------------
</TABLE>

Source: Nashville Area Chamber of Commerce and employer representatives


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 28
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                                             METROPOLITAN AREA ANALYSIS, CONT'D.
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                  Nashville's Most Popular Tourist Attractions
                              Ranked by Attendance

- ---------------------------------------------------------------------------
ATTRACTION                                                       ATTENDANCE
- ---------------------------------------------------------------------------
Opryland USA                                                      2,247,000
- ---------------------------------------------------------------------------
Grand Ole Opry(1)                                                   765,000
- ---------------------------------------------------------------------------
Cumberland Science Museum                                           552,537
- ---------------------------------------------------------------------------
General Jackson Showboat(1)                                         430,400
- ---------------------------------------------------------------------------
Nashville Zoo                                                       286,922
- ---------------------------------------------------------------------------
Country Music Hall of Fame & Museum                                 281,237
- ---------------------------------------------------------------------------
The Hermitage (Pres. Andrew Jackson's Home)                         268,500
- ---------------------------------------------------------------------------
The Ryman Auditorium(2)                                             200,000
- ---------------------------------------------------------------------------
Cheekwood Botanical Gardens & Museum of Art                         123,913
- ---------------------------------------------------------------------------
The Parthenon                                                       117,297
- ---------------------------------------------------------------------------

Source: Tennessee Department of Tourism Development.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 29
<PAGE>

                              METROPOLITAN AREA MAP

                               [GRAPHIC OMITTED]


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 30
<PAGE>

                                                      WILLIAMSON COUNTY ANALYSIS
================================================================================

INTRODUCTION

      The population and demographic information of Williamson County as it
compares to the Nashville Metropolitan area has been presented in the
Metropolitan Analysis. This analysis focuses on the specific Williamson County
data not presented in the previous Metropolitan Analysis.

      The city of Franklin is located in central Williamson County in the heart
of the rolling hills of Middle Tennessee. The city is situated approximately 18
miles southeast of the Central Business District of Nashville via IH-65. This
interstate highway provides quick and easy access to the major employment
centers in Nashville and its surrounding communities.

      The area also has a rich and colorful history. Because of its rich soils
and the founding of the county seat of Franklin in 1799, Williamson County
became an agricultural center in the Old South. Plantations flourished and by
the time of the Civil War, it was one of the richest counties in the state. The
county played an important part in the Civil War, with the Battle of Franklin
being one of the most decisive and bloody battles of the entire war. Many of the
homes and buildings from this era remain standing. The entire 15-block original
downtown area of Franklin and many of the old farms in the scenic countryside of
Williamson County are listed in the National Register of Historic Places.

EFFECTIVE BUYING INCOME

      Effective buying income (EBI) is defined as personal income less taxes.
This is also referred to as "disposable personal income". Williamson County's
total estimated effective buying income was $2,306,757,000 for 1994. According
to Sales and Marketing Management Survey of Buying Power printed in August 1995,
total retail sales in Williamson County for 1994 were $1,011,944,000.

      Williamson County exhibits the highest per capita income in the State of
Tennessee. The most recent data available indicates that the per capita Median
Household Effective Buying Income in December, 1994 for Williamson County was
$53,771.

ECONOMIC BASE AND TRENDS

      Franklin is experiencing a healthy economy which is well balanced between
industry and agriculture. Over $30,000,000 income from all agricultural products
is received annually. Tobacco is the county's largest cash crop. Williamson
County boasts one of the lowest unemployment rates in the state, 2.2% annually
for 1994.

      Williamson County's location exhibits a combination of locational,
geographical and demographic characteristics which make it a popular area for
development. Because of strict zoning regulations and cautious city and county
governments, development of commercial property is dominated by master-planned
projects.

      The Crossroads South Industrial Park consists of approximately 200 acres
located in the southwest quadrant of IH-65 and Moores Lane. Situated within the
corporate boundaries of both Franklin and Brentwood, this development is
approximately 80% built-out and contains office, office/warehouse,
office/showroom, warehouse, and industrial buildings. Both owner-occupied


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 31
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                                             WILLIAMSON COUNTY ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

and speculative projects are constructed or planned for Crossroads South.
Brentwood/Interstate 65 Industrial Park is also located at the interchange of
Interstate 65 and Moores Lane, at the northwest comer, and is 100% sold-out with
Service Merchandise being the anchor tenant and owning 41 acres in the
development. Service Merchandise is also adding on to their national
headquarters complex. The remainder of the Brentwood/Interstate 65 Industrial
Park consists of small user-oriented buildings on one to two acre sites.

      Chattanooga based CBL & Associates, Inc. completed the development of the
CoolSprings Galleria Mall. The development opened August 7, 1991 and is located
in the southwest quadrant of Moores Lane and IH-65. The mall, containing 1.4
million square feet on an 89 acre site, currently has five anchor tenants -
Castner Knott (187,000 SF), Dillard's (200,000 SF), Sears (116,000 SF) and the
recently opened J.C. Penny in 1993 (102,000 SF) and Parisians in 1994 (135,000
SF). A new interstate interchange was constructed in conjunction with the mall
development that facilitates access to the mall and the land areas on both sides
of IH-65. An additional 1,000+/- acre land development surrounding the mall and 
on the opposite side of the interstate has received preliminary approval from
the City of Franklin for several million square feet of mixed use commercial
space as well as some residential development on the east side. The land area
will be developed over an estimated 20 year period and is planned for commercial
uses such as multi-family, single family, business parks, neighborhood retail
centers, restaurants, hotels and office buildings. Hines Development from
Atlanta is the managing partner of a partnership that purchased the 1,000+/-
acres from the RTC. As a result, a 50 acre parcel has been sold for the 
development of the 240,000 SF Primus operations facility with intentions of
future expansion. In addition, a 36 acre parcel has been sold for development as
a retail power center. With the significant development on the north side of the
mall, the mall area has become the strongest new retail development area of the
Metropolitan area. The CoolSprings Galleria Mall and land development are
located in both the Brentwood and Franklin city limits.

TRANSPORTATION

      Franklin and Williamson County are served by a major railroad and three
major freight lines maintain headquarters in Franklin. There is direct daily bus
service and twelve major airlines currently serve the International Airport in
Nashville, approximately 18 miles northeast of Franklin. Major north-south
traffic arteries through Williamson County include IH-65, US-31, US-431, SH-6,
SH-11, SH-106. Old Hillsboro Road and Wilson Pike. Major east-west arteries
include IH-40 (extreme northwest section of the county), and SH-96. A new artery
within Franklin is the Mack Hatcher Bypass (SH-397) which makes a semi-circle
from US-431 on the northside heading east/southeast to US-31 on the southside of
Franklin. Proposed IH-840 is tentatively scheduled to begin construction in
Williamson County in the late 1990's. IH-840 when completed will link IH-40 to
IH-65.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 32
<PAGE>

                                             WILLIAMSON COUNTY ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

GOVERNMENT AND COMMUNITY SERVICES

      The governing body of Franklin consists of a mayor and eight aldermen.
Municipal services are provided by the city and paid for by city taxes. County
government is composed of the county commission with a county executive and 24
commissioners with two representing each of the 12 voting districts.

      Services include police and fire department, street lighting, sewage
facilities and road maintenance. United Cities Gas Company provides natural gas
to the area, while electric power is supplied by the Middle Tennessee Electric
Membership Corporation. Water is provided by the Harpeth Valley Utility District
and telephone services are provided by South Central Bell Telephone Company.

      Public schools are provided by the Williamson County School District,
generally regarded as one of the best districts in the State in terms of the
number of graduates continuing on to higher educational institutions. According
to officials with the school district, Brentwood High School had the highest
rate of continuation in 1990 with 89.6% of the graduating class indicating their
intention to enter colleges, junior colleges, or universities. The Williamson
County School District had a total enrollment in excess of 11,500 in 1990-91.
The school district has 18 elementary, middle, and high schools. The total
budget for the school district was in excess of $40 million in 1990-91. Private
schools in the area include Battle Ground Academy, Brentwood Academy, Harpeth
Academy, and Franklin Christian Academy. Columbia State Community College has a
branch campus in Franklin as well.

      There are seven banks and three savings and loan associations in Franklin
and additional banks are located throughout the county. Health care is provided
by one hospital with 144 beds. The county is serviced by one clinic, 57 doctors,
27 dentists and 5 nursing homes with 425 beds.

      Recreational activities in Franklin and Williamson County include fishing,
boating, and swimming in nearby TVA lakes and state parks. The James Warren City
Park in Franklin includes five ball fields and eight tennis courts. Forest
Crossing public golf course is available along with two private country clubs
providing recreational activities.

SUMMARY

      In summary, continued growth is anticipated for Williamson County
primarily because of its close proximity to the economic advantages of the
Nashville Metropolitan Area, upper middle class demographics and strong
reputation as the better suburban area of Metropolitan Nashville. Property
values should remain stable as new residents move to the area, and the demand
for supporting commercial and retail services should continue to increase. The
quality of life is considered very good, with the state's highest per capita
income level expected to continue in the near future. The extended outlook for
the county is positive given the favorable level of economic diversification in
the area.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 33
<PAGE>

                                   COUNTY MAP

                               [GRAPHIC OMITTED]


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 34
<PAGE>

                                                           NEIGHBORHOOD ANALYSIS
================================================================================

NEIGHBORHOOD DEFINED

      A neighborhood, as defined by the 9th edition of The Appraisal of Real
Estate is "a grouping of complementary land uses" affected by similar operation
of the four forces that affect property value. These forces include social,
economic, governmental and environmental factors. A neighborhood is further
defined by the revised edition of Real Estate Appraisal Terminology as being a
portion of a larger community, or an entire community, in which there is a
homogeneous grouping of inhabitants, buildings or business enterprises.
Neighborhood boundaries may consist of well- defined natural or manmade barriers
or they may be more or less defined by a distinct change in land use or in the
character of the inhabitants. The overriding purpose of describing and analyzing
a particular neighborhood is to observe and/or quantify data indicating
discernible patterns or urban growth, structure and change that may enhance or
detract from property values.

NEIGHBORHOOD BOUNDARIES

NORTH:  Liberty Pike
EAST:   IH-65
SOUTH:  Franklin city limits
WEST:   Mack Hatcher Bypass (SH-397)
SIZE:   2 square mile

      COMMENTS: The boundaries for the subject neighborhood were chosen because
they contain homogeneous and dependent land uses delineated by distinct man-made
boundaries.

GENERAL NEIGHBORHOOD DATA

DISTANCE FROM CBD:                  16 miles south of Nashville CBD; 4 miles
                                    east of Franklin CBD
DISTANCE FROM AIRPORT:              20 miles southeast
PERCENT BUILT-UP:                   85%
GENERAL LAND USES:
  Single Family:                    65%; typical value range - $130,000 to 
                                    $250,000
  Apartment:                        10%
  Retail, Office:                   20%
  Industrial, heavy commercial:     0%
TYPES OF COMMERCIAL TENANCIES:
  Predominant:                      Multi-tenant
  Secondary:                        Single tenant
PREDOMINANT PROPERTY AGE RANGE:     1970's - 1990's
NEIGHBORHOOD LIFE CYCLE STAGE:      Growing
PUBLIC TRANSPORTATION:              None, typical

      COMMENTS: This area is delineated as the subject neighborhood because it
contains generally homogeneous land uses predominantly in the form of
commercial/retail development on SH-96 with an economic support base provided by
the single-family residential housing in the remainder of the locale. The SH-96
commercial corridor is the primary commercial district for the majority of
Franklin.


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(C)1997 Huber & Lamp Appraisal Group, Inc.                               Page 35
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                                                  NEIGHBORHOOD ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

TRENDS

      GENERAL NEIGHBORHOOD HISTORY: Neighborhood centers in the commercial
corridor formed by SH-96 have flourished in recent years. SH-96 is characterized
as an intense "highway" type commercial corridor that traverses east-west
through the town of Franklin. Development along this thoroughfare includes new
and used auto dealerships, fast-food and family style restaurants, gas
station/convenience stores, a hotel development and several strip shopping
centers. Two shopping centers were developed in 1988. The Mitchell Company
developed the Watson Glen shopping center which consists of approximately
250,000 square feet. The anchor tenants are K-Mart and Red Food Store. This
center is located at the southwest corner of Center Place and Royal Oaks
Boulevard immediately south of SH-96 within the Watson Glen land development.
Sharondale Properties developed the 334,000 square foot Williamson Square
shopping center on the north side of SH-96 at Southwinds Drive. The center is
well occupied and is anchored by Kroger and Walmart stores. Other shopping
centers located in the neighborhood include Alexander's Plaza and The Maples.

      Residential development is generally single-family residential and
consists of several newer developments. These homes are typically priced in the
mid to upper price range of homes in the area and are located on varying sized
lots. Residential development tends to have good access and is generally medium
density, masonry, with a typical age of 1 to 10 years old. Recent data indicates
that the average sale price of homes in this mid section of the Williamson
County sub-market ranges from $150,000 to $250,000 depending on the amount of
land allocated and the size house positioned on each property. Residential
development in the immediate area of the subject consists of mostly single
family developments and multi-family developments.

      NEW DEVELOPMENT: Large tracts of vacant land are becoming more scarce as
the neighborhood undergoes transition from agricultural estates to
commercial/residential use. The area is estimated to be 80% to 85% developed at
the present time. Commercial land along SH- 96 between IH-65 and Mack Hatcher
Boulevard is approaching 100% developed tracts. In fact, evidence of
redevelopment of small tracts by demolishing 20+/- year old improvements has 
already begun. Land values and rental rates in the subject neighborhood have
increased at above average rates over the past several years in response to 1)
the Saturn Plant, located approximately 12 miles south of Franklin, 2)
development of Cool Springs Mall area including the Ford Primus office building
3) the excellent reputation of this area for education, quality of development,
and per-capita income that has caused significant demand for residential
development.

      Recent commercial development announcements or completions for the area
primarily include shopping center or retail developments. The first development
is located just beyond the neighborhood boundary on SH-96 east of IH-65. The
center is anchored by Food Lion and Revco. The development is nearing
completion. The second development is a 6.5 acre site at the southwest corner of
SH-96 and Southwinds Drive across from Williamson Square shopping center. The
developers have replatted the site from its former eight parcels to four parcels
with cross easements. The parcels are being marketed to freestanding retail
users with recent building completions by Eckerd and Hollywood Video.

      New residential development activity has been ongoing on the north side of
the neighborhood along Liberty Pike between Mack Hatcher Parkway and Royal Oaks
Boulevard. These single family developments are typically targeting the $150,000
to $250,000 home price


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(C)1997 Huber & Lamp Appraisal Group, Inc.                               Page 36
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                                                  NEIGHBORHOOD ANALYSIS, CONT'D.
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range. The most recent activity is the recent site work that has begun on
Cheswick Farms (Phillips Builders) and Andover (Advantage Homes) immediately
west of Royal Oaks Boulevard.

      The Centennial High School was constructed by the City of Franklin and
opened for the first time in September 1996. The school is located in the
northeast quadrant of Royal Oaks Boulevard and the recently widened Liberty
Pike. The school abuts IH-65 and serves as a good buffer to the single family
development to the west. In conjunction with the school, Royal Oaks Boulevard is
being extended northward to Jordan Road and will connect with Mallory Lane which
will extend southward from the Cool Springs Mall area. This is anticipated to
have a very positive affect on the neighborhood providing good access to the
school and the employment and retail center of the mall area.

      Historically, apartment construction has been limited in this area of
Franklin. However, two properties are either under construction or very recently
completed in the neighborhood or slightly beyond the defined boundaries. River
Oaks is a 200 unit project completed in 1997. The property is located at Royal
Oaks Court and Mack Hatcher Parkway, south of SH-96. United Dominion, a REIT, is
currently developing the first phase of a 364 unit project located east of IH-65
on the east side of South Carothers Road, south of SH-96.

CONCLUSIONS

      In summary, the subject neighborhood is located in one of the highest
growth counties in Tennessee. Williamson County has proven to be one of the most
popular areas for single-family housing in the Nashville Metropolitan area and
high-quality commercial development is moving into the area as well. Williamson
County public schools are rated among the highest in the state and the city of
Franklin has a very diverse cultural background. The presence of the Cool
Springs commercial development immediately to the north along with numerous
existing and new residential subdivisions will most probably affect the
subject's neighborhood in a positive way and allow for anticipated quality
growth.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 37
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                                NEIGHBORHOOD MAP

                               [GRAPHIC OMITTED]


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 38
<PAGE>

                                                                   SITE ANALYSIS
================================================================================

LOCATION:                           S/s of SH-96, West of Southwinds Drive.

      COMMENTS: SH-96 is also referred to as Murfreesboro Pike which is the
official address of the subject property.

SIZE:
         ACRES:                     1.980
         SQUARE FEET (SF):          86,249 SF
         SOURCE:                    Approved Site Plan provided by client

SHAPE:                              Rectangular; the site dimensions are 215'
                                    wide by 350' deep. The site is deeper than
                                    the width, but not to a detrimental degree.

FRONTAGE:
         SH-96:                     215'
           Street Type:             Major east-west state highway; provides an
                                    incomplete loop around Nashville and serves
                                    as a primary traffic artery for the City of
                                    Franklin middle Williamson County. The road
                                    is a four lane thoroughfare plus turn lanes.

VISIBILITY:                         Good. No limiting factors noted

INGRESS/EGRESS:                     Good. No limiting factors noted. Access from
                                    SH-96 is not permitted. Access is only
                                    available from Southwinds Drive. This is
                                    actually considered a positive
                                    characteristic at this specific location.
                                    Traffic is typically very congested at this
                                    location because of the SH-96 being a
                                    primary artery used to access Franklin from
                                    IH-65 and the high concentration of retail
                                    development at the location. A traffic
                                    signal is located at Southwinds Drive
                                    providing orderly access to the Williamson
                                    Square (250,000+/- SF) shopping center on
                                    the north and the residential development to
                                    the south. Thus ingress/egress from east and
                                    west bound SH-96 traffic is more manageable
                                    and easier from Southwinds Drive via the
                                    traffic signal than from SH-96. In addition,
                                    the Williamson Square shopping center
                                    outparcels across SH-96 from the subject
                                    have similar type access.

                                    The subject tract is actually accessed by an
                                    easement that extends from Southwinds Drive.
                                    The easement provides access to four Parcels
                                    including the subject. Another assess route
                                    from the adjoining shopping center on the
                                    west is under negotiation.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 38
<PAGE>

                                                          SITE ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

TOPOGRAPHY:                         Level, slightly below road grade of SH-96 to
                                    level in general; at SH-96, the site is
                                    approximately 4' to 5' below street grade.
                                    The terrain allows for the necessity of a
                                    retention pond on the south side of the
                                    subject parcel.

SUBSOIL CONDITIONS
& DRAINAGE:                         The appraisers are not aware of an
                                    engineering study made to determine the
                                    subsoil conditions. Upon inspection of the
                                    subject and surrounding improvements,
                                    conditions appear adequate to support the
                                    subject structure. Drainage appears to be
                                    adequate.

FLOOD PLAIN:                        No
         FEMA MAP #:                470206-0008 D
         EFFECTIVE DATE:            07/15/88
         NET USABLE ACREAGE:        1,980

NUISANCES & HAZARDS:
ENVIRONMENTAL:                      Based on our site inspection, the appraisers
                                    did not observe any specific hazardous
                                    materials on the subject site. The
                                    appraisers are not qualified to detect such
                                    substances and would recommend an
                                    environmental audit be performed by an
                                    expert in this field to determine the
                                    possible existence of any potentially
                                    hazardous substances. No responsibility is
                                    assumed by the appraisers for any such
                                    conditions and the value estimate contained
                                    in this report is predicated on the
                                    assumption that there are no such hazardous
                                    materials existing on the site.

         GENERAL:                   No other nuisances or potential hazards were
                                    noted.

EASEMENTS:                          Neither the survey nor the on-site
                                    inspection of the property indicated any
                                    unusual or detrimental easements other than
                                    typical utility easements.

SURROUNDING LAND USES:              The surrounding land use patterns are mostly
                                    comprised of retail and commercial
                                    development. East of the subject is a Toyota
                                    automobile dealership with an animal clinic
                                    and Arby's restaurant beyond. North of the
                                    subject is the 334,000+/- SF Williamson 
                                    Square shopping center. Outparcels fronting
                                    the shopping center site include a Pizza Hut
                                    at the northeast corner of Southwinds Drive
                                    and SH-96, SunTrust Bank at the northwest
                                    corner, Franklin National Bank across from
                                    the center of the subject site and a
                                    freestanding, good quality construction
                                    restaurant (ChopHouse) across from the
                                    northwest corner of the subject site. The
                                    west side of the subject is abutted by the
                                    Maplewood


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 39
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                                                          SITE ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

                                    Shopping Center which was constructed in the
                                    mid-1980's. South of the subject is a self
                                    storage facility with the Southwinds,
                                    Apartments beyond.

                                    The subject is part of a 6+ acre
                                    development, The Woodlands commercial
                                    development, that is being subdivided by the
                                    developer into four pad sites. The Parcel
                                    directly adjacent to the east side of the
                                    subject tract has been developed with an
                                    Eckerd Drugs, which was opened within the
                                    past month. The two remaining rear pad sites
                                    are still available for sale.

      CONCLUSION: The subject site is compatible with surrounding parcels both
in physical features and use. Additionally, it is functionally adequate for
development of any potential feasible development consistent with surrounding
land uses. The site limited improvements in the form of an existing street that
will have to be razed; however, with the remainder of the site being generally
level to slightly sloping, this is not considered to have a negative impact on
value.

      The reader is directed to the site analysis exhibits provided on the
following pages.


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<PAGE>

                                  SITE PLAN MAP

                               [GRAPHIC OMITTED]


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                                  TAX PLAT MAP

                               [GRAPHIC OMITTED]


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                                 FLOOD PLAIN MAP

                               [GRAPHIC OMITTED]


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 43
<PAGE>

                                                     DESCRIPTION OF IMPROVEMENTS
================================================================================

      The data and analysis included in this report section describes the
building and improvement data relevant to the appraisal problem. Sources of the
data are identified and information not available to the appraiser is noted
where necessary. The data presented is analyzed based upon the functional
utility and physical condition relative to their influence on the value
conclusion of this assignment.

PROPERTY TYPE AND CHARACTER

PROPERTY TYPE:                                Retail
                                             
BUILDING AGE:                                
     Year Built:                             
       Hollywood Video:                       September 1997
       Jiffy Lube:                            Proposed (February 1998)
     Actual Age:                              0 years
     Total Economic Life:                     50 years(*)
     Effective Age:                           0 years(*)
     Remaining Economic Life:                 50 years(*)
     (*) See Condition Analysis to follow       

NO. OF STORIES:                               1

SIZE:
     Gross Building Area (GBA):               9,305 SF
     Net Rentable Area (NRA):                 9,305 SF
     Source:                                  Site plan
     Floor-to-Area Ratio:                     0.11:1
                                   
      COMMENT: The subject building is a build-to-suit development for Hollywood
Video and Jiffy Lube. Although the Jiffy Lube lease is technically a ground
lease, a building allowance of $360,000 for the cost to construct the building
and miscellaneous site work is included in the contract. Thus, for all practical
purposes, the property is a build-to-suit situation with Jiffy Lube being
responsible for the actual construction of the building. The Hollywood Video
space is generally rectangular and adaptable to other tenants or possibly
subdivision into multi-tenant space if Hollywood Video vacated. The Jiffy Lube
will be a special use property specifically designed for express oil change
tenants. Thus, it is not adaptable to other uses.

TENANCY:
     No. of Tenants:                          2
     Type Occupancy:                          Multi-Tenant
     Current Physical Occupancy:              100% (preleased)


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                                            DESCRIPTION OF IMPROVEMENTS, CONT'D.
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GENERAL CONSTRUCTION COMPONENTS

      Each building is specifically designed based on the tenant prototype
buildings. Therefore, the construction materials are different. Since the Jiffy
Lube is being developed by the tenant and the landlord is generally treating
this as a modified land lease, the specific construction components of the Jiffy
Lube was not available. Therefore, the following description is for the
Hollywood Video only.

HOLLYWOOD VIDEO BUILDING DESCRIPTION ONLY

DATA SOURCES:
         Building Plans Provided:   Plans and specifications were not made
                                    available to the appraisers.

         Other:                     Property inspection by the appraisers,
                                    discussions with representatives of the
                                    property owner.

FOUNDATION:                         Concrete slab

STRUCTURAL SYSTEM:                  Wood frame

ROOF SYSTEM:                        Built-up composition cover over metal rib
                                    decking on steel-bar joists. Flat

EXTERIOR WALLS:                     Wood frame with insulated dryvit panels.

EXTERIOR DOORS:                     Storefront glass in aluminum frame

EXTERIOR WINDOWS:                   Glass in aluminum frame

ELECTRICAL:                         Electrical fixtures and systems were noted
                                    to be in average quality. Average commercial
                                    service. Assumed to comply with all
                                    governing codes and good industry standard
                                    practice.

H.V.A.C.:                           100% Packaged HVAC

PLUMBING:                           A men's and women!s restroom. Adequate
                                    plumbing in Hollywood Video.

SITE IMPROVEMENTS

SIGNAGE:                            Typical for the area


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                                            DESCRIPTION OF IMPROVEMENTS, CONT'D.
- --------------------------------------------------------------------------------

PARKING AREA:                       Asphalt paved with adequate parking spaces

         NO. OF SPACES:             94
         NO./1,000 SF OF GBA:       10.10/1,000 SF

CONCRETE WALKS:                     Concrete along storefront area

CONDITION/QUALITY

CONSTRUCTION QUALITY:               Good

CONDITION OF IMPROVEMENTS:          Excellent

EFFECTIVE AGE ANALYSIS

      The improvements actual age is proposed and new, or 0 years. The typical
economic life for similar structures is 50 years. Inasmuch as the subject will
be new construction, a 50 year remaining economic life is considered reasonable
before significant capital expenditures would be required to extend the economic
life. This yields an estimated 0 year effective age.

FUNCTIONAL UTILITY ANALYSIS

      The overall property is considered to have average functional utility
based upon the property type and use. The placement of the building on the site
is considered to be functional with good visibility from the road.


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<PAGE>

                                    SITE PLAN

                               [GRAPHIC OMITTED]


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                                                 PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================

                               [GRAPHIC OMITTED]

                  View of subject facing south SH-96 frontage.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 48
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                                        PHOTOGRAPHS OF SUBJECT PROPERTY, CONT'D.
- --------------------------------------------------------------------------------


                               [GRAPHIC OMITTED]

         View of Jiffy Lube site facing north from south side of site.


                               [GRAPHIC OMITTED]

                    SH-96 facing east; subject on the right.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 49
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                                        PHOTOGRAPHS OF SUBJECT PROPERTY, CONT'D.
- --------------------------------------------------------------------------------


                               [GRAPHIC OMITTED]

                    SH-96 facing west; subject on the left.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 50
<PAGE>

                                                         SUBJECT PROPERTY ZONING
================================================================================

SUBJECT ZONING DATA SUMMARY

SUBJECT ZONING DESIGNATION:         GC General Commercial

ZONING AUTHORITY:                   City of Franklin

PURPOSE OF ZONING DISTRICT:         The character of the of the General
                                    Commercial District is defined as that which
                                    is primarily intended to meet the needs for
                                    heavy retail commercial uses. The service
                                    area of the district should cover a radius
                                    of three to five miles, have a driving time
                                    of 10 to 20 minutes and serve a population
                                    of at least 10,000 persons. Access control
                                    shall be emphasized because of the high
                                    traffic generation created by general
                                    commercial uses. General commercial uses
                                    should be placed into cohesive groupings
                                    that can take advantage of major
                                    thoroughfares for traffic dissemination.

PERMITTED USES:                     The zoning district permits group homes,
                                    community centers, churches, day care, and
                                    other community uses; nursing homes and
                                    retirement centers; medical clinics,
                                    laboratories and hospitals; office; all
                                    business and personal service uses; all
                                    retail and wholesale trade uses except
                                    industrial sales and supplies. Industrial
                                    uses and services are generally prohibited.

REGULATIONS

FRONT YARD:                         30'
SIDE YARD:
         15'
REAR YARD:
         25'
MINIMUM LANDSCAPE SURFACE
 RATIOS:          20%
MAXIMUM FLOOR RATIO (FAR):          30%
<PAGE>

MAXIMUM HEIGHT:                     35'

REQUIRED OFF-STREET PARKING:        Generally use specific. Following provides 
                                    examples (spaces/SF).
       Office:                      1 sp/300 SF
       Office/Showroom:             1 sp/500 SF
       Convenience Store:           1 sp/1,000 SF
       General Retail:              1 sp/200 SF
       Restaurant:                  1 sp/100 SF plus 1 sp/employee for
                                    largest shift

PLANNING COMMISSION APPROVAL:       A site plan has been approved by the
                                    Planning Department and the Planning
                                    Commission.


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                                                SUBJECT PROPERTY ZONING, CONT'D.
- --------------------------------------------------------------------------------

IMPROVEMENTS CONFORMITY:            The proposed uses conform to the zoning
                                    regulations.

OTHER PRIVATE, PUBLIC OR LEGAL RESTRICTIONS

DEED RESTRICTIONS:                  None known to the appraisers

PUBLIC RESTRICTIONS:                None known to the appraisers

      The reader's attention is directed to the zoning map exhibit presented on
the following page.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 52
<PAGE>

                                   ZONING MAP

                               [GRAPHIC OMITTED]


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 53
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                                                            HIGHEST AND BEST USE
================================================================================

INTRODUCTION

      In highest and best use analysis, an appraiser identifies the most
profitable, competitive use to which a property can be utilized. Highest and
best use may be defined as:

      The reasonably probable and legal use of vacant land or an improved
      property, which is physically possible, appropriately supported,
      financially feasible, and that results in the highest value.(1)

      Proper analysis includes consideration of the highest and best use of a
given property 1) as if vacant, and 2) as improved. The purpose of determining
the highest and best use of land as though vacant is to identify a site's
potential use, which governs its value. The purpose of determining the highest
and best use of property as improved is to identify the use that is expected to
produce the greatest overall return on the capital invested, and to assist the
appraiser in the selection of comparable properties.

      A property's highest and best use must be 1) physically possible, 2)
legally permissible, 3) financially feasible, and 4) maximally productive. These
criteria will be considered sequentially and conditionally in this section of
the appraisal report.

      The highest and best use analysis and conclusions form the foundation for
the application of the three approaches to value and the reconciliation and
final value estimate. The data presented in the previous sections of this report
is analyzed and used as support for establishing the opinion of highest and best
use. Therefore, only the more distinctive characteristics from each section that
have substantial impact on the highest and best use are analyzed. The reader is
referred to the previous sections for the detailed data.

HIGHEST AND BEST USE AS VACANT

      The initial step in analyzing the highest and best us of the appraised
property is to consider the land as if vacant. Highest and best use of land or a
site as vacant assumes that a parcel of land is vacant or can be made vacant by
demolishing any improvements.

1.    PHYSICALLY POSSIBLE

      The size, shape, location, topography, and surrounding land use pattern of
a parcel of land affects its physical utility and adaptability. These and other
physical characteristics are considered in analyzing the physical capabilities
of the site and most probable uses.

      REPORT SECTION REFERENCE:     Site Analysis and Neighborhood Analysis

      GENERAL SITE FEATURES:
        PHYSICAL CHARACTERISTICS:   The rectangular shape, frontage, level
                                    topography, soil conditions and 1,980 acre
                                    size are functional for almost any type of
                                    development consistent with neighborhood

- ----------
The Appraisal of Real Estate, Ninth Edition, (Chicago: American Institute of
Real Estate Appraisers, 1987), p. 269.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 54
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                                                   HIGHEST AND BEST USE, CONT'D.
- --------------------------------------------------------------------------------

                                    trends. No unusual site development costs
                                    would be required.

    UTILITIES & SERVICES:           All public utilities are available to the
                                    site in adequate supply and capacity to
                                    permit development of any probable use of
                                    the site. The site fronts on a high traffic
                                    public street that is in good condition.

    FUNCTIONAL UTILITY:             Considering the general site features, the
                                    functional utility and physical adaptability
                                    of the subject site is considered average
                                    and will allow most any typical development
                                    prevalent in the area.

  SURROUNDING LAND USES:            The surrounding land use patterns are mostly
                                    comprised of retail and commercial
                                    development. A high density of residential
                                    uses are located in the interior locations
                                    of the neighborhood.

      PHYSICALLY POSSIBLE CONCLUSION: The physical characteristics of the site
and available utilities and services are adequate for a variety of uses and do
not significantly limit the potential development of the site except to the
density which would be allowed under the current zoning.

2.    LEGALLY PERMISSIBLE USES

      The analysis of legally permissible uses of the property includes
consideration of zoning ordinances, private and deed restrictions, historic
district controls and environmental regulations.

      REPORT SECTION REFERENCE:     Zoning Analysis

      ZONING DESIGNATION:           GC -General Commercial

      PERMITTED USES:               Intended to provide adequate and suitable
                                    space for a wide variety of commercial
                                    activities. Activities that are permitted by
                                    right are convenience sales and services,
                                    automotive parking, transient habitation,
                                    food service, medical service, and financial
                                    services. See Zoning Analysis for more
                                    information.

      DEED RESTRICTIONS:            None known to the appraisers

      PUBLIC RESTRICTIONS:          No public restrictions are known.

      POSSIBILITY OF ZONING CHANGE: Not Likely; given recent site plan approval.

      Legally Permissible Uses Conclusions: Based upon the factors analyzed and
the legally permissible uses for the subject, the best uses appear to be retail
services.


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                                                   HIGHEST AND BEST USE, CONT'D.
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3.    FINANCIALLY FEASIBLE

      In determining which uses are physically possible and legally permissible,
an appraiser eliminates some uses from consideration. Then the uses that meet
the first two criteria are analyzed further to determine which are likely to
produce an income, or return, equal to or greater than the amount required to
satisfy operating expenses, financial obligations and capital amortization. All
uses that are expected to produce a positive return are regarded as financially
feasible.

         MOST PROBABLE USES:        Based upon the analysis of physically
                                    possible uses and legally permissible uses,
                                    the best and most probable uses are limited
                                    to single tenant or limited multi-tenant
                                    retail space.

         FEASIBILITY:               All of the most probable uses listed above
                                    are considered financially feasible based
                                    upon land values in the immediate area.

                  INCOME:           The use with the highest potential net
                                    operating income is retail sales, especially
                                    a pad site user such as the existing video
                                    store, restaurant, branch bank or other
                                    single tenant retail store pad user.

                  OCCUPANCIES:      Overall occupancy for retail shop space in
                                    the area is estimated to be near 95%+.

      Feasibility Conclusion: The analysis of potential income and return on
investment as well as demand (occupancy) indicates that retail services with a
low percentage of office space would yield the highest return.

4.    MAXIMALLY PRODUCTIVE

      A comparison of the financially feasible uses indicates that retail
services with low office percentage would yield the highest return to the land.

HIGHEST AND BEST USE
 AS IF VACANT STATEMENT:            The highest and best use of the subject site
                                    as vacant is development with a single or
                                    multi-tenant use retail sales "pad site" or
                                    similar neighborhood services facility.

HIGHEST AND BEST USE
 AS IMPROVED STATEMENT:             The highest and best use of the subject site
                                    as improved is continued use as a Hollywood
                                    Video store and development of the adjacent
                                    pad site with a single tenant use retail
                                    sales "pad site" type user or similar
                                    neighborhood services facility.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 56
<PAGE>

                                                        REAL ESTATE TAX ANALYSIS
================================================================================

TAXING AUTHORITIES:                 City of Franklin, Williamson County and a
                                    special Franklin school district. These
                                    municipal government tax rates represent all
                                    local municipal tax charges.

REAL ESTATE TAX DISTRICTS

         WILLIAMSON COUNTY:         This district the for all properties located
                                    within the county boundaries. The municipal
                                    services available in this area are somewhat
                                    limited including no municipal trash
                                    collection, less intense police services and
                                    other similar services.

         CITY OF FRANKLIN:          This district represents all property within
                                    the City of Franklin. Properties in this
                                    district pay both county and city taxes. The
                                    parcels within this district receive all
                                    municipal services available.

         SPECIAL SCHOOL DISTRICT:   This district was established to assist in
                                    funding of the City of Franklin schools. The
                                    boundaries can extend beyond the City of
                                    Franklin to areas in the county that utilize
                                    the city school system.

REAL ESTATE TAX RATES

         TAX RATE'S YEAR:           1997
         WILLIAMSON COUNTY:         $2.50 per $100 of Assessed Value
         CITY OF FRANKLIN:          $0.69 per $100 of Assessed Value
         SPECIAL SCHOOL DISTRICT:   $0.92 per $100 of Assessed Value
                  TOTAL:            $4.11 per $100 of Assessed Value
         TAX BILL DUE DATE:         Between October and February

ASSESSMENT RATIO

      The taxing authority applies an assessment ratio to each property's tax
appraised value for the calculation of taxes. The assessment ratio applied is
determined by the property type as follows:

         RESIDENTIAL PROPERTY       25%
         COMMERCIAL PROPERTY        40%

SUBJECT REAL ESTATE TAX DATA

  REAL ESTATE TAX DISTRICT:         Franklin/Williamson County/Special School
                                    District
  REAL ESTATE TAX RATE:             $4.11 per $100 of Assessed Value
  ASSESSMENT RATIO:                 40%
  TAX APPRAISED VALUE:              $500,000 (Land Only)
                                    
           Parcel 2.0               $325,000
                                    
                              
- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 57
<PAGE>

                                               REAL ESTATE TAX ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

                  Parcel 2.07       $175,000

================================================================================
                     Appraised   Assessed      Tax         Tax      Size   Taxes
     Subject           Value       Value    Rate/$1.00   Expense    (SF)    /SF
- --------------------------------------------------------------------------------
Parcel 2.0 & 2.07    $500,000    $200,000     $4.11       $8,220   86,249  $0.10
================================================================================

      Note: The assessed value is calculated based on a 40% assessment ratio.

SUBJECT TAX EXPENSE ANALYSIS:       The subject is taxed on the basis of eight
                                    smaller parcels which total $1,420,000 for
                                    the entire eight lots. The appraised value
                                    noted above is the sum of the tax appraised
                                    values of Parcels 2.0 and 2.07 as currently
                                    platted. Shortly after the completion of the
                                    building improvements, the Tax Assessor will
                                    reappraise the parcels with the values
                                    adjusted to the 1996 valuation year, which
                                    was the last reappraisal year. However, the
                                    Tax Assessor has not reappraised the subject
                                    property because of the recent completion of
                                    the Hollywood Video. The new tax appraised
                                    value will, however, be completed for the
                                    1998 assessment year.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 58
<PAGE>

                                                             APPRAISAL PROCEDURE
================================================================================

INTRODUCTION

      The estimation of market value of a property that is being appraised is
accomplished by the comparison and analysis of as many techniques as are
appropriate. Three approaches are generally used to produce value indications.

COST APPROACH:                      This valuation technique is based on the
                                    premise that the value of a property can be
                                    indicated by the current cost to construct a
                                    reproduction or replacement of the
                                    improvements minus the amount of
                                    depreciation evident in the structures from
                                    all causes plus the value of the land and
                                    entrepreneurial profit. The Cost Approach is
                                    particularly useful for appraising new or
                                    nearly new improvements. Current costs for
                                    constructing improvements are derived from
                                    cost estimators, cost publications, builders
                                    or contractors. Depreciation is measured by
                                    market research and/or through the
                                    application of specific mathematical
                                    procedures. Land value is estimated
                                    separately by direct sales comparison.

SALES COMPARISON APPROACH           This approach is most viable when an
                                    adequate number of properties of similar
                                    type have been sold recently or are
                                    currently offered for sale in the subject
                                    market. The application of this approach
                                    produces a value indication for a property
                                    through comparison with similar properties,
                                    called comparable sales. The sale prices of
                                    properties judged to be most comparable tend
                                    to set a range in which the value indication
                                    for the subject falls.

INCOME CAPITALIZATION
APPROACH:                           This approach to value is applicable to
                                    properties capable of producing a net income
                                    stream. By using the income capitalization
                                    approach, the appraiser measures the present
                                    value of the future benefits of property
                                    ownership. Income streams and the value of
                                    property upon resale (reversion) are
                                    capitalized or converted into a present,
                                    lump- sum value. Research and analysis of
                                    data for this approach are conducted against
                                    a background of supply and demand
                                    relationships. This background provides
                                    information on trends and market
                                    anticipation that must be verified for data
                                    analysis.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 59
<PAGE>

                                                    APPRAISAL PROCEDURE, CONT'D.
- --------------------------------------------------------------------------------

RECONCILIATION OF APPROACHES:       The strengths and weaknesses of each
                                    approach used are weighed in the final
                                    analysis. The approach or approaches
                                    offering the greatest quantity and quality
                                    of supporting data are typically given most
                                    consideration and the final estimate of
                                    value is correlated.

APPROACHES UTILIZED
 IN THIS ASSIGNMENT:                The Cost, Sales Comparison and Income
                                    Capitalization Approaches to value have each
                                    been utilized in estimating the market value
                                    of the subject property as of the effective
                                    date of appraisal.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 60
<PAGE>

                                                                  LAND VALUATION
================================================================================

INTRODUCTION

      A reliable value indication for the subject parcel is provided by an
analysis and comparison of other comparable sites which have sold in the
marketplace. Many factors influence the price of land. The technique involved in
the value estimate of the land uses the principle of substitution as the basis
for analysis, and the methodology includes an analysis of what buyers in the
area have been paying for similar properties. Therefore, the value of the
subject site is derived from sales and listings of comparable properties in the
area. The comparable land sales included in this report are analyzed with
respect to market conditions (time), location, physical characteristics
(functional utility) and size.

      Dollar or percentage adjustments are made to the sale price of each
comparable. Positive adjustments are made for deficiencies in the comparable
property relative to the subject site. Negative adjustments are made for
superior characteristics of the sale relative to the subject. When sufficient
sales data is available, a "paired sales" analysis is utilized. This is a
procedure in which sales are compared in pairs to identify the effect of
specific differences on sale price. When such data is unavailable or
inconclusive, adjustments are made based on discussions with active market
participants (buyers, sellers, investors and developers), historical sales data,
or the appraiser's experience in valuing similar properties.

      The sales on the following pages are considered to have a reasonable
degree of comparability to the land being appraised. Information pertaining to
these transactions has been verified by either the buyer, seller, broker, or
other sources considered reliable and having knowledge of the particular
transaction.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 61
<PAGE>

                                                         LAND VALUATION, CONT'D.
- --------------------------------------------------------------------------------


                                                      COMPARABLE LAND SALES DATA
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 62
<PAGE>

                                                     LAND SALE COMPARABLE NO. 1:
- --------------------------------------------------------------------------------

PROPERTY DATA

 Location:         E/s Westgate Circle (inside the loop), N of Moores
                   Lane, Westgate Commons, Brentwood

 County:           Williamson

 Grantor:          New West Development LLC

 Grantee:          Alliance Exchange Group

 Map(s):           53

 Parcel(s):        P/o 125

 Sale Date:        04/12/96     Book/Page:     1390  /  320

SITE DATA

 Size (Acres):          1.52

 Size (SF):             66,211

 Zoning:                C-2

 Utilities:             All available to site

 Frontage:              Westgate Circle

 Shape:                 Rectangular

 Topography:            Level

 Easements:             None detrimental

 Improvements:          None of value at sale date

 Intended Use:          Copelands, a 7,379 SF restaurant

TRANSACTION DATA

 Consideration:         $790,000            Price/SF:     $11.93

 Cash Equivalent:       $790,000       Adj. Price/SF:     $11.93

 Financing:             New West Development provided short term
                        $395,000

 Verified By:           Wes Lamoureaux (373-8811)

 Comp_Code:             1037

COMMENTS:               The site has an interior location within the new
                        Westgate Commons retail and office development. The
                        buyer obtained short-term financing from the seller at a
                        50% loan-to-value ratio, but is currently obtaining


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 63
<PAGE>

                                                     LAND SALE COMPARABLE NO. 1:
- --------------------------------------------------------------------------------

                        development financing from a bank. The site is recorded
                        as lot 6 Westgate Commons.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 64
<PAGE>

                                                     LAND SALE COMPARABLE NO. 2:
- --------------------------------------------------------------------------------

PROPERTY DATA

 Location:         N/s Westgate Circle (inside the loop), N of Moore's
                   Lane, Westgate Commons, Brentwood, TN

 County:           Williamson

 Grantor:          New West Development, LLC

 Grantee:          Romacorp, Inc.

 Map(s):           053

 Parcel(s):        p/o 125

 Sale Date:        11/15/96     Book/Page:     1464  /  334

SITE DATA

 Size (Acres):          1.54

 Size (SF):             67,082

 Zoning:                C-2

 Utilities:             All available to site

 Frontage:              322.8' along Westgate Circle

 Shape:                 Irregular

 Topography:            Level

 Easements:             None detrimental

 Improvements:          None of value at sale date

 Intended Use:          Future Tony Roma's Restaurant

TRANSACTION DATA

 Consideration:         $737,747            Price/SF:    $11.00

 Cash Equivalent:       $737,747       Adj. Price/SF:    $11.00

 Financing:             All cash to seller

 Verified By:           Wes Lamoureaux (373-8811)

 Comp_Code:             1150

COMMENTS:               Although this tract is located further back from IH-65, 
                        it does, however, have some visibility.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 65
<PAGE>

                                                     LAND SALE COMPARABLE NO. 3:
- --------------------------------------------------------------------------------

PROPERTY DATA

 Location:         W/s Westgate Circle (outside the loop), N of
                   Moore's Lane, Westgate Commons, Brentwood, TN

 County:           Williamson

 Grantor:          New West Development, LLC

 Grantee:          James F. Chandler, et al

 Map(s):           053

 Parcel(s):        p/o 125

 Sale Date:        12/06/96     Book/Page:     1469  /  345

SITE DATA

 Size (Acres):          1.48262

 Size (SF):             64,583

 Zoning:                C-2

 Utilities:             All available to site

 Frontage:              24' wide access easement from Westgate Circle

 Shape:                 Semi-rectangular

 Topography:            Level

 Easements:             None detrimental

 Improvements:          None of value at sale date

 Intended Use:          Future Sportsman's Grille Restaurant

TRANSACTION DATA

 Consideration:         $775,000            Price/SF:     $12.00

 Cash Equivalent:       $775,000       Adj. Price/SF:     $12.00

 Financing:             All cash to seller

 Verified By:           Wes Lamoureaux (373-8811)

 Comp_Code:             1149

COMMENTS:               The gross size of this tract is 2.09 acres. The loss in
                        acreage is due to drainage easements and ditches
                        associated with the overall Westgate Commons
                        development. This tract is also known as Lot 18 of
                        Westgate Commons and has frontage along IH-65.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 66
<PAGE>

                                                     LAND SALE COMPARABLE NO. 4:
- --------------------------------------------------------------------------------

PROPERTY DATA

 Location:         SEC SH-96 and Royal Oaks Boulevard, Franklin

 County:           Williamson

 Grantor:          Burton P. Grant, etux

 Grantee:          AmSouth Bank of Tennessee

 Map(s):           79

 Parcel(s):        85.1

 Sale Date:        05/20/96     Book/Page:     1403  /  970

SITE DATA

 Size (Acres):          0.96

 Size (SF):             41,818

 Zoning:                IC

 Utilities:             All available to site

 Frontage:              160'on SH-96; 275'on Royal Oaks Blvd; 150'on
                        Riverside Dr.

 Shape:                 Irregular rectangle

 Topography:            level; below street grade

 Easements:             None detrimental

 Improvements:          Ponderosa restaurant (7,194 SF); no
                        contributory value

 Intended Use:          AmSouth branch bank

TRANSACTION DATA

 Consideration:         $675,000            Price/SF:     $16.14

 Cash Equivalent:       $697,000       Adj. Price/SF:     $16.67

 Financing:             All cash to seller
<PAGE>

 Verified By:           Harry Long, AmSouth (205-326-5443)

 Comp_Code:             1231

COMMENTS:               The restaurant was built in 1978. AmSouth demolished the
                        improvements for the development of their branch bank.
                        The site is below street grade at SH-96. The site is not
                        accessible from SH-96 and accessible from north bound
                        Royal Oaks Boulevard traffic only. Primary access is
                        from Riverside Drive at the rear of the site.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 67
<PAGE>

                                                     LAND SALE COMPARABLE NO. 4:
- --------------------------------------------------------------------------------

                        Construction on the branch bank began in late December
                        1996 to early January 1997. Demolition costs were
                        estimated to be $5.00/SF of the restaurant improvements,
                        or $35,000 rounded. The cash equivalent price reflects
                        the addition of demolition costs.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 68
<PAGE>

                            COMPARABLE LAND SALE MAP

                               [GRAPHIC OMITTED]


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 69
<PAGE>

                                                         LAND VALUATION ANALYSIS
================================================================================

COMPARABLE LAND SALES SUMMARY

- --------------------------------------------------------------------------------
                  SUBJECT       SALE #1      SALE #2       SALE #3       SALE #4
- --------------------------------------------------------------------------------
Sale Date         Current      04/12/96     11/15/96      12/06/96      05/20/96
- --------------------------------------------------------------------------------
Size/Acres           1.98          1.52         1.54          1.48          0.96
- --------------------------------------------------------------------------------
Zoning                 GC           C-2          C-2           C-2            IC
- --------------------------------------------------------------------------------
Total Price           N/A      $790,000     $737,747      $775,000      $710,000
- --------------------------------------------------------------------------------
SP/SF                 N/A        $11.93       $11.00        $12.00        $16.98
- --------------------------------------------------------------------------------
                                                 
INTRODUCTION

      A search for comparable land sales within the subject neighborhood and
competitive locales was conducted by the appraiser. The appraiser consulted with
local real estate agents knowledgeable of the subject market and researched
public records for pertinent information. The sales used herein represent the
most comparable data available at the time of the report. Adjustments to these
land prices for market financing, market conditions (time), location, physical
characteristics (functional utility) and size, as they relate to the subject
property, are made accordingly.

      Following is a discussion of the major factors which influence the value
of the subject site. It should be noted that financing, conditions of sale and
time adjustments are made first to each of the comparables in order to reflect
authentic and current pricing trends. The net percentage of the remaining
adjustments for location, physical characteristics (utility) and size is then
applied to the "time adjusted" sales price to reflect the indicated value of the
subject.

UNIT OF COMPARISON:                 SP/SF; sales price per square foot
         Analysis:                  Discussions with brokers and developers in
                                    the subject market indicated that this is
                                    the basic unit of comparison from which they
                                    make their acquisition decisions for land
                                    similar to the subject. However, for similar
                                    uses as anticipated for the subject, the
                                    potential users primarily rely on the total
                                    value more than the price per square foot.
                                    End users consider the total value because
                                    it is the ultimate unit of comparison that
                                    affects the real or implied rent of the
                                    single tenant facility. Therefore, the
                                    following analysis presents the data in the
                                    form of a $/SF comparison. However, the
                                    ultimate value estimate is based upon the
                                    total value of the subject as compared to
                                    the total prices paid in the comparable
                                    sales. The $/SF comparison is utilized more
                                    as a test of reasonableness and general
                                    indicator of value.

FINANCING:                          The transactions are either all cash
                                    transactions or are considered to represent
                                    typical market financing and do


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 70
<PAGE>

                                                LAND VALUATION ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

                                    not require an adjustment for non-market
                                    financing. As such, no adjustments are made
                                    for factors relating to financing.

CONDITIONS OF SALE:                 All of the comparable sales are considered
                                    to have typical conditions of sale,
                                    therefore no adjustments were made.

MARKET CONDITIONS:
         DESCRIPTION:               This adjustment, often referred to as the
                                    "time adjustment", reflects the direction of
                                    change in the market from the sale date of
                                    the comparable to the valuation date of the
                                    subject property.

LOCATION:
         DESCRIPTION:               Locational features include visibility,
                                    access and proximity to other quality
                                    development.

         ANALYSIS:                  Sale Nos. 1 through 3 are located in the
                                    Cool Springs market which benefits from the
                                    regional drawing power of the Cool Springs
                                    Galleria Mall. The locations of these sites
                                    is considered slightly superior to the
                                    subject's more localized Franklin location.
                                    Therefore, a -5% adjustment is applied to
                                    these sales.

PHYSICAL CHARACTERISTICS

      The analysis of physical attributes considers shape, frontage, topography,
zoning and the availability of public utilities. Only those physical
characteristics which impact the sales price of the comparable relative to the
subject will be addressed. The physical elements of the sales as they relate to
the subject are addressed as follows.

         SHAPE
                  Description:      The shape of a site will determine its
                                    adaptability to possible uses. Some
                                    configurations may restrict structural
                                    design or limit the buildable/usable area of
                                    the parcel. A site must have adequate depth
                                    to accommodate the layout of the
                                    improvements, but should not be excessive in
                                    relation to the parcel's frontage and size.

         FRONTAGE:
                  Description:      The amount of street frontage is important
                                    to commercial properties and, in particular,
                                    retail properties.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 71
<PAGE>

                                                LAND VALUATION ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

TOPOGRAPHY:
         Description:               The topography of a site can significantly
                                    impact the costs of development.
                                    Consideration must be given to the contour,
                                    grade and drainage of the sale tracts in
                                    relation to the appraised property.

ZONING:
         Description:               Zoning is often the most basic criteria in
                                    selecting comparables. Sites zoned the same
                                    as the subject property are the most
                                    appropriate comparables. When sufficient
                                    sales in the same zoning category are not
                                    available, data from similar categories may
                                    be used after adjustments have been made.
                                    These adjustments are based on the allowable
                                    uses, permitted density and restrictions
                                    within the ordinance in comparison to the
                                    subject.

UTILITIES:
         Description:               The availability and proximity to public
                                    utilities (water, sewer, electricity, gas
                                    and telephone) is an important attribute to
                                    the development of any property. This
                                    adjustment reflects the difference in sales
                                    price caused by the distance and capacity of
                                    utility services to the comparable sites and
                                    also considers the cost of bringing
                                    utilities to the tract.

SIZE:
         Description:               Most types of development have an optimal
                                    site size. If a site is larger than optimal,
                                    the value of the excess land tends to
                                    decline at an accelerating rate. As a
                                    result, larger tracts of land typically sell
                                    for less per unit of comparison than smaller
                                    parcels, all other factors being equal.

         Analysis:                  As previously discussed, the total value is
                                    the primary value factor for the users of
                                    the comparable land sales. Sale No. 4 is
                                    significantly smaller than the subject and
                                    other land sales; however, it is well within
                                    a reasonable and acceptable size for the
                                    branch bank use. Therefore, the price per
                                    square foot of Sale No. 4 requires a
                                    significant adjustment. The total price
                                    would not require any adjustment for size as
                                    compared to the subject.

      The appraisers have considered the previously described factors and
analyzed the comparable sales for any adjustments in comparison to the subject
property. When possible, a matched pairs comparison has been utilized to derive
the appropriate adjustments. On the following page is an adjustment grid of the
comparable sales presenting the adjustments noted in the previous analysis.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 72
<PAGE>

                      COMPARABLE LAND SALES ADJUSTMENT GRID

<TABLE>
<CAPTION>
                                 SUBJECT          SALE #1         SALE #2            SALE #3            SALE #4
                                            ------------------------------------------------------------------------
<S>                           <C>               <C>             <C>             <C>                 <C>   
Sale Price                                        $11.93           $11.00            $12.00              $16.98
                                            ------------------------------------------------------------------------
Elements of Comparison
                                            ------------------------------------------------------------------------
Date of Sale                                     04/12/96         11/15/96          12/06/96            05/20/96
                                            ------------------------------------------------------------------------
  Comparison                                      Similar         Similar           Similar             Similar
                                            ------------------------------------------------------------------------
  Adjustment                                        0%               0%                0%                  0%
                                            ------------------------------------------------------------------------
                                            ------------------------------------------------------------------------
Adjusted Price                                    $11.93           $11.00            $12.00              $16.98
                             ---------------------------------------------------------------------------------------
Location                          Good             Good             Good              Good                Good
                             ---------------------------------------------------------------------------------------
  Comparison                                     Superior         Superior          Superior            Similar
                                            ------------------------------------------------------------------------
  Adjustment                                        -5%             -5%               -5%                  0%
                             ---------------------------------------------------------------------------------------
Shape                          Rectangular      Rectangular      Irregular      Semi-rectangular       Irregular
                             ---------------------------------------------------------------------------------------
  Comparison                                      Similar         Similar           Similar             Similar
                                            ------------------------------------------------------------------------
  Adjustment                                        0%               0%                0%                  0%
                             ---------------------------------------------------------------------------------------
Frontage                          Good             Good             Good              Good                Good
                             ---------------------------------------------------------------------------------------
  Comparison                                      Similar         Similar           Similar             Similar
                                            ------------------------------------------------------------------------
  Adjustment                                        0%               0%                0%                  0%
                             ---------------------------------------------------------------------------------------
Topography                    Gentle slope         Level           Level             Level               level
                             ---------------------------------------------------------------------------------------
  Comparison                                      Similar         Similar           Similar             Similar
                                            ------------------------------------------------------------------------
  Adjustment                                        0%               0%                0%                  0%
                             ---------------------------------------------------------------------------------------
Zoning                             GC               C-2             C-2               C-2                  IC
                             ---------------------------------------------------------------------------------------
  Comparison                                      Similar         Similar           Similar             Similar
                                            ------------------------------------------------------------------------
  Adjustment                                        0%               0%                0%                  0%
                             ---------------------------------------------------------------------------------------
Utilities                     All Available    All Available   All Available     All Available       All Available
                             ---------------------------------------------------------------------------------------
  Comparison                                      Similar         Similar           Similar             Similar
                                            ------------------------------------------------------------------------
  Adjustment                                        0%               0%                0%                  0%
                             ---------------------------------------------------------------------------------------
Size                              1.98             1.52             1.54              1.48                0.96
                             ---------------------------------------------------------------------------------------
  Comparison                                      Similar         Similar           Similar             Superior
                                            ------------------------------------------------------------------------
  Adjustment                                        0%               0%                0%                 -35%
                             ---------------------------------------------------------------------------------------
Other                              N/A              N/A             N/A               N/A                 N/A
                             ---------------------------------------------------------------------------------------
  Comparison                                      Similar         Similar           Similar             Similar
                                            ------------------------------------------------------------------------
  Adjustment                                        0%               0%                0%                  0%
                                            ------------------------------------------------------------------------
Net Adjustment                                      -5%             -5%               -5%                 -35%
                                            ------------------------------------------------------------------------
Final Adjustment Sale Price                       $11.33           $10.45            $11.48              $11.04
                                            ------------------------------------------------------------------------
</TABLE>


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 73
<PAGE>

                                                LAND VALUATION ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

RECONCILIATION

      The sales prices ranged from $11.00 to $16.98 per square foot before the
adjustment process. The indicated value of the subject property ranged between
$10.45 and $11.40 per square foot after analysis. The adjusted value range is
considered very narrow and provides consistent and reliable data from which to
estimate the subject's land value.

      Based on this analysis, a value of $11.10/SF is considered highly
supportable. Thus, the market value of the fee simple interest in the subject
parcel as if vacant, contingent to the assumptions and limiting conditions
stated herein, as of March 20, 1997 is calculated below:

                               LAND VALUE ESTIMATE

                  Land Size (SF)                      86,249
                  Estimated Value/SF   x              $11.10
                                                    --------
                  Estimated Value                   $957,362
                  Rounded                           $960,000


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 74
<PAGE>

                                                                   COST APPROACH
================================================================================

INTRODUCTION

      The principle of substitution is basic to the Cost Approach. The principle
affirms that no prudent investor would pay more for a property than the amount
for which the site can be acquired and for which improvements that have equal
desirability and utility can be constructed without undue delay. An indication
of value may be produced by adding the depreciated value of the improvements to
the land value estimated by market (direct sales) comparison. The depreciated
value of the improvements is determined by first estimating the reproduction or
replacement cost new and subtracting depreciation from all causes, if any.

      In providing complete building cost estimates, an appraiser must consider
direct (hard) costs, and indirect (soft) costs. Both types of costs are
essential for a reliable reproduction or replacement cost estimate. In addition,
any entrepreneurial profit likely to be realized from the building project must
be estimated.

COST DATA

      SOURCE:         Marshal Valuation Service Manual - calculator cost
                      --------------------------------                  

      ABOUT THE SOURCE: This publication is a widely accepted cost data source
in the appraisal industry. The cost data presented in this manual are based on
years of valuation experience, thousands of appraisals and continual analysis of
the costs of new buildings. This publication has been recognized as an authority
in the appraisal field for over fifty years.

      COSTS INCLUDED IN SOURCE: The base calculator costs depicted in the
Marshal Valuation Service Manual include the following:

      1.    Architects's and engineer's fees;

      2.    Normal interest on only the building improvement funds during the
            period of construction and processing fee or service charge;

      3.    Sales taxes on materials;

      4.    Normal site preparation including finish, grading and excavation for
            foundation and backfill;

      5.    Utilities from structure to lot line figured for typical setback;

      6.    Contractor's overhead and profit including job supervision,
            workmen's compensation, fire and liability insurance, unemployment
            insurance, equipment, temporary facilities, security, etc.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 75
<PAGE>

                                                          COST APPROACH, CONT'D.
- --------------------------------------------------------------------------------

      COSTS NOT INCLUDED IN SOURCE: The base calculator costs depicted in the
Marshal Valuation Service Manual do not include the following:

      1.    Costs of buying or assembling land such as escrow fees, legal fees,
            property taxes, right of way costs, demolition, storm drains, or
            rough grading, are considered costs of doing business or land
            improvement costs.

      2.    Pilings or hillside foundations;

      3.    Interest or taxes on the land;

      4.    Feasibility studies, appraisal or consulting fees, etc.;

      5.    Discounts or bonuses paid for financing, project bond issues,
            development overhead or fixture and equipment purchases, etc.;

      6.    Yard improvements including signs, landscaping, paving, walls, yard
            lighting, pools or other recreation facilities;

      7.    Off site costs including roads, utilities, park fees, jurisdictional
            hook-up, tap, impact or entitlement fees and assessments, etc.;

      8.    Marketing costs to create first occupancy including model or
            advertising expenses, leasing or broker's commissions or temporary
            operation of property owners associations.

SUBJECT'S MARSHALL VALUATION COST DATA

      Summary of Subject General Building Characteristics:
      Property Type:                             Retail
      Structure:                                 Wood frame/Dryvit panels
      No. of Stories:                            1
      Gross Building Area:                       9,305 SF

      CLASSIFICATION                             Class S

      TYPE (QUALITY)                             Good

      REGION/CLIMATE                             Central/Moderate

      PAGE REFERENCE                             Section 13, Page 22

      PAGE REFERENCE DATE                        September 1995

      CURRENT MULTIPLIER PAGE                    January 1997

      LOCAL MULTIPLIER PAGE DATE                 January 1997

      COST METHOD                                Calculator; therefore, 
                                                 replacement cost

      The reader is directed to the base cost and adjustments presented on the
following page. The Jiffy Lube building is being built by the tenant and will be
reimbursed by the landlord with a $360,000 building allowance upon completion.
This cost figure is directly input into the direct cost section of the Cost
Summary to follow since the developer's cost is definitively limited to this
amount. This allowance includes site work also, which is compensated for in the
Hollywood


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 76
<PAGE>

                                                          COST APPROACH, CONT'D.
- --------------------------------------------------------------------------------

Video overall site costs. Thus, the following base cost figures are
representative of Hollywood Video's building only.

    MVS BASE COST & ADJUSTMENTS

           =====================================================================
             1  BASE SQUARE FOOT COST                                    $53.67
           ---------------------------------------------------------------------
             2           SQUARE FOOT REFINEMENTS
           ---------------------------------------------------------------------
             3  Heating Cooling, ventilation                              $0.00
           ---------------------------------------------------------------------
             4  Elevator                                                  $0.00
           ---------------------------------------------------------------------
             5  Miscellaneous                                             $1.50
           ---------------------------------------------------------------------
             6  Total SF Refinements                                     $55.17
           ---------------------------------------------------------------------
      
                        HEIGHT & SIZE REFINEMENTS
           ---------------------------------------------------------------------
             7  Number of Stories Multiplier                               1.00
           ---------------------------------------------------------------------
             8  Height per story multiplier                                1.00
           ---------------------------------------------------------------------
             9  Floor area-perimeter multiplier                            1.04
           ---------------------------------------------------------------------
            10  Combined multipliers (7x8x9)                               1.04
           ---------------------------------------------------------------------
      
                           FINAL CALCULATIONS
           ---------------------------------------------------------------------
            11  Refined SF Cost (Line 6x10)                              $57.38
           ---------------------------------------------------------------------
            12  Current cost multiplier                                    1.04
           ---------------------------------------------------------------------
            13  Local multiplier                                           0.91
           ---------------------------------------------------------------------
            14  Final SF Cost (Line 11x12x13)                            $54.30
           =====================================================================

    SITE IMPROVEMENTS
     & OTHER HARD COSTS:            Site improvement cost and other hard costs
                                    related to the improvements must be added to
                                    the base structural cost estimate. The
                                    reader is directed to the Cost Summary
                                    exhibit at the end of this report section
                                    for a summary of these costs.

    INDIRECT COSTS:                 Indirect costs not included in the Marshall
                                    Valuation base costs include loan interest
                                    on land, lease-up costs and professional
                                    fees. Calculations for the loan interest on
                                    land and lease-up costs are presented below.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 77
<PAGE>

                                                          COST APPROACH, CONT'D.
- --------------------------------------------------------------------------------

      LAND LOAN INTEREST CALCULATIONS:

                                    LAND VALUE ESTIMATE               $960,000
                                    CONSTRUCTION INTEREST RATE     x     9.50%
                                    CONSTRUCTION PERIOD (YEARS)    x      0.50
                                                                       -------
                                    LAND INTEREST                  =   $45,600

      LEASE-UP COST CALCULATIONS:

                                    COMMISSIONS
                                    Market Rent/SF                      $24.63
                                    Net Rentable Area (SF)         x     9,305
                                    Commission/SF                  x     $4.00
                                                                       -------
                                    COMMISSION COST, ROUNDED       =   $37,220
                                    PLUS: OTHER (MARKETING, ETC.)  +         0
                                                                       -------
                                    TOTAL LEASE-UP COSTS           =   $37,220

TOTAL REPLACEMENT COST NEW
(IMPROVEMENTS, PROFIT & LAND):      $2,254,000


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 78
<PAGE>

COST APPROACH SUMMARY
================================================================================

DIRECT COSTS                                                     Marshall Valuat
                                                                  Cost Estimates
                                                                  --------------
Structural Improvements
Hollywood Video        7,500 SF @   $54.30 /SF  =                      $407,261
Jiffy Lube             1,817   @    Building Allowance                 $360,000

Site Improvements
Asphalt Paving        25,000 SF @    $2.00 /SF   =      $50,000
Fence                      0 LF @   $13.00 /LF   =            0
Signage & Lighting:                                      10,000
Landscaping                                               5,000
Site Work:                                               50,000
                      Subtotal Site Improvements:                       115,000
                                                                     ----------
                      Total Direct Costs:                              $882,261

INDIRECT COSTS

                    Land Loan Interest:                 $45,600
                    Lease-Up Costs:                      37,220
                    Additional Fees & Permits            50,000
                    Professional Fees:                   20,000
                                                        -------
                     Total Indirect Costs:                              152,820
                                                                     ----------
Total Direct and Indirect Costs:                                     $1,035,081

Entrepreneurial Profit as % of Direct/Indirect Costs,Rd.    25%         258,770
                                                                     ----------
Total Cost New of Improvements and Profit:                           $1,293,851

Less: Accrued Depreciation                                                    0
                                                                     ----------
Depreciated Cost of Improvements:                                    $1,293,851

Plus: Estimated Land Value by Market Comparison:                        960,000
                                                                     ----------
Value Indicated by the Cost Approach:                                $2,253,851

                 STABILIZED VALUE ESTIMATE, ROUNDED                  $2,254,000
                 Less: Lease-Up Costs to Stabilization                 (360,000)
                                                                     ----------
                 COST APPROACH AS IS VALUE ESTIMATE:                 $1,894,000


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 79
<PAGE>

                                                       SALES COMPARISON APPROACH
================================================================================

INTRODUCTION

      The application of this approach produces an estimate of value by
comparing the subject with properties which recently sold or which are currently
offered for sale in the same or competing areas. This approach is most viable
when an adequate number of properties of similar type have been sold recently.
The sales comparison approach is essential to almost every appraisal of real
property.

      In applying the sales comparison approach, the appraiser must complete
five steps:

      1.    Seeks out similar properties for which pertinent sales, listings,
            offerings, and/or rental data are available.

      2.    Ascertains the nature of the conditions of sale, including the
            price, terms, motivating forces, and its bona fide nature.

      3.    Analyzes each of the comparable properties' important attributes
            with the corresponding ones of the property being appraised, under
            the general divisions of conditions of sale, financing terms, market
            conditions (time), location, physical characteristics and income
            characteristics.

      4.    Considers the dissimilarities in the characteristics disclosed in
            Step 3, in terms of their probable effect on the sale price.

      5.    Formulates, in light of the comparison thus made, an opinion of the
            relative value of the subject property as a whole, or where
            appropriate, by applicable units, compared with each of the similar
            properties.

      After completing the necessary research, the property sales on the
following pages are considered the most comparable available transactions for
analysis and comparison with the subject.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 80
<PAGE>

                                              SALES COMPARISON APPROACH, CONT'D.
- --------------------------------------------------------------------------------


                                                  COMPARABLE IMPROVED SALES DATA
- --------------------------------------------------------------------------------


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 81
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 1:
- --------------------------------------------------------------------------------


                               [GRAPHIC OMITTED]

PROJECT DATA

   Comp_Code:     191

Project Name:     Hollywood Video Lebanon

    Location:     East side of S. Cumberland Street, South of East
                  Adams Street, Lebanon, TN

      County:     Wilson

     Grantor:     NOM Lebanon, LP (Newton Oldacre McDonald)

     Grantee:     Ashley Wilde

PROPERTY DATA

Net Rentable Area (SF):    7,488

             Land Size:    0.83 Acres

   Land/Building Ratio:    4.83:1

            Year Built:    1997

             Occupancy:    100%

          Construction:    Prefabricated, modular wood frame with dryvit

             Condition:    Good

        Anchor Tenants:    Hollywood Video, single tenant


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(C)1994 Huber & Lamb Appraisal Group, Inc.                               Page 82
<PAGE>

                                    RETAIL CENTER SALE COMPARABLE NO. 1, CONT'D.
- --------------------------------------------------------------------------------

Date of Sale:     04/04/97                  Book/Page:        450 / 964

Map(s):           81D-E-68M

Parcel(s):        1.02

TRANSACTION DATA

Actual Consideration:    $1,087,260             Cash Equivalent: $1,087,260

Financing:               All cash to seller

First Mortgage:          $0

Other Mortgages:         $0

Total Mortgages:         $0                         Actual Equity: $1,087,260

Verified By:             Gerry Woodruff, with seller


          OPERATING DATA:                TOTAL $         PER SF        % OF GAI

     Gross Annual Income:               $108,726         $14.52         100.00%
            Less Vacancy:                ($1,087)        ($0.15)         -1.00%
                                        --------         ------         ------ 
  Effective Gross Income:               $107,639         $14.37          99.00%
           Less Expenses:                ($1,825)        ($0.24)         -1.68%
                                        --------         ------         ------ 
    Net Operating Income:               $105,814         $14.13          97.32%
            Debt Service:                     $0          $0.00           0.00%
                                        --------         ------         ------ 
               Cash Flow:               $105,814         $14.13          97.32%


UNITS OF COMPARISON                     ACTUAL

                         GIM:           10.00
               Effective GIM:           10.10
                Overall Rate:           9.73%
             Equity Dividend:           9.73%
          Sales Price Per SF:         $145.20

COMMENTS:   The land was purchased in 1996 for $362,160 ($10.01/SF). The video
            store opened for business in early 1997. The lease term is 15 years
            with two 5 yr. options. The lease increases a minimum of 12% every 5
            years. An 11.78% IRR was calculated based on the sale price and
            scheduled net operating income through the full 15 year lease term
            with a reversion of 11% and selling expense of 6%. The vacancy and
            expenses were not reported by the seller. Therefore, the vacancy and
            expenses are estimated


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(C)1994 Huber & Lamb Appraisal Group, Inc.                               Page 83
<PAGE>

                                    RETAIL CENTER SALE COMPARABLE NO. 1, CONT'D.
- --------------------------------------------------------------------------------

            by the appraiser to be consistent with the subject's calculation for
            a NNN lease. Expense estimate includes 1% management and $0.10/SF
            reserves. The landlord was only responsible for roof and structural
            repairs.


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<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 2:
- --------------------------------------------------------------------------------


                               [GRAPHIC OMITTED]

PROJECT DATA

   Comp_Code:     181

Project Name:     Hollywood Video Clarksville

    Location:     S/s of Fort Campbell Blvd., East of the Bypass,
                  Clarksville, TN

      County:     Montgomery

     Grantor:     NOM Clarksville, LP (Newton Oldacre McDonald)

     Grantee:     Max Drimer

PROPERTY DATA

Net Rentable Area (SF):    7,488

             Land Size:    1.0 acre

   Land/Building Ratio:    5.81:1

            Year Built:    1996

             Occupancy:    100%

          Construction:    Prefabricated, modular wood frame with
                           dryvit

             Condition:    Good

        Anchor Tenants:    Hollywood Video, single tenant

Date of Sale:     04/15/97     Book/Page:    621 / 543


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(C)1994 Huber & Lamb Appraisal Group, Inc.                               Page 85
<PAGE>

                                  RETAILER CENTER SALE COMPARABLE NO. 2, CONT'D.
- --------------------------------------------------------------------------------

Map(s):                   54E-F

Parcel(s):                8.25

TRANSACTION DATA

Actual Consideration:     $1,250,000            Cash Equivalent:  $1,250,000

Financing:                All cash to seller

First Mortgage:           $0

Other Mortgages:          $0

Total Mortgages:          $0                    Actual Equity: $11,250,000

Verified By:              Gerry Woodruff, with seller


           OPERATING DATA:            Total $         Per SF         % of GAI

      Gross Annual Income:           $125,500         $16.76          100.00%
             Less Vacancy:            ($1,255)        ($0.17)          -1.00%
                                     --------         ------          ------ 
   Effective Gross Income:           $124,245         $16.59           99.00%
            Less Expenses:            ($1,991)        ($0.27)          -1.59%
                                     --------         ------          ------ 
     Net Operating Income:           $122,254         $16.32           97.41%
             Debt Service:                 $0          $0.00            0.00%
                                     --------         ------          ------ 
                Cash Flow:           $122,254         $16.32           97.41%


UNITS OF COMPARISON                     Actual

                         GIM:            9.96
               Effective GIM:           10.06
                Overall Rate:           9.78%
             Equity Dividend:           9.78%
          Sales Price Per SF:         $166.93

COMMENTS:   The land was purchased in 1996 for $415,000 ($9.53/SF). The video
            store opened for business in late 1996. The lease term is fifteen
            years with options. The lease increases a minimum of 12% every 5
            years. An 11.85% IRR was calculated based on the sale price and
            scheduled net operating income through the full 15 year lease term
            with a reversion of 11 % and selling expense of 6%. The vacancy and
            expenses were not reported by the seller. Therefore, the vacancy and
            expenses are estimated by the appraiser to be consistent with the
            subject's calculation for a NNN


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<PAGE>

                                    RETAIL CENTER SALE COMPARABLE NO. 2, CONT'D.
- --------------------------------------------------------------------------------

            lease. The expense estimate is based on 1% management fee and
            $0.10/SF reserves. The landlord was only responsible for roof and
            structural repairs.


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(C)1994 Huber & Lamb Appraisal Group, Inc.                               Page 87
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 3:
- --------------------------------------------------------------------------------


                               [GRAPHIC OMITTED]

PROJECT DATA

   Comp_Code:     228

Project Name:     Hollywood Video, Murfreesboro

    Location:     S/s of S. Northfield Boulevard, West of US-231

      County:     Rutherford

     Grantor:     NOM Murfreesboro LP

     Grantee:     Realty Income Corporation

PROPERTY DATA

Net Rentable Area (SF):    7,488

             Land Size:    1.10

   Land/Building Ratio:    7:1

            Year Built:    1997

             Occupancy:    100%

          Construction:    Pre fab on wood frame

             Condition:    Good

        Anchor Tenants:    Hollywood Video-single tenant

Date of Sale:      09/26/97    Book/Page:     606 / 805


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<PAGE>

                                    RETAIL CENTER SALE COMPARABLE NO. 3, CONT'D.
- --------------------------------------------------------------------------------

Map(s):        117-14

Parcel(s):     148

TRANSACTION DATA

Actual Consideration:     $1,287,495         Cash Equivalent: $1,326,120

Financing:                Cash to seller

First Mortgage:           N/A

Other Mortgages:          $0

Total Mortgages:          $0                    Actual Equity: $1,287,495

Verified By:              Gerry Woodruff


          OPERATING DATA:            TOTAL $          PER SF         % OF GAI

     Gross Annual Income:           $132,612          $17.71          100.00%
            Less Vacancy:            ($1,326)         ($0.18)          -1.00%
                                    --------          ------          ------ 
  Effective Gross Income:           $131,286          $17.53           99.00%
           Less Expenses:            ($2,062)         ($0.28)          -1.55%
                                    --------          ------          ------ 
    Net Operating Income:           $129,224          $17.25           97.45%
            Debt Service:                 $0           $0.00            0.00%
                                    --------          ------          ------ 
               Cash Flow:           $129,224          $17.25           97.45%


UNITS OF COMPARISON:                     ACTUAL               BASED ON CASH
                                                                 EQUIVALENT
                        GIM:               9.71                          10
              Effective GIM:               9.81                        10.1
               Overall Rate:             10.04%                       9.74%
            Equity Dividend:             10.04%                       9.74%
         Sales Price Per SF:            $171.94                     $177.10


COMMENTS:   The cash equivalent total reflects the addition sales of commission
            to the purchase price. The buyer acted as the broker and thus the
            transaction amount is net of the typical buyer commission expenses,
            typically 3%. The location of the property is rated high within the
            Murfreesboro Market with excellent demographics. A Blockbuster Video
            is positioned directly across Northfield Blvd. The lease term is 15
            years with options. The lease increases a minimum of 12% every 5
            years.


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<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 4:
- --------------------------------------------------------------------------------


                               [GRAPHIC OMITTED]

PROJECT DATA

   Comp_Code:     229

Project Name:     Hollywood Video, Columbia

    Location:     SWC of S. John Campbell Road and Hillary Drive, Columbia, TN

      County:     Maury

     Grantor:     NOM Columbia LP

     Grantee:     Realty Income Corporation

PROPERTY DATA

Net Rentable Area (SF):    7,488

             Land Size:    1.60

   Land/Building Ratio:    9.30:1

            Year Built:    1997

             Occupancy:    Good

          Construction:    Pre Fab dryvit on wood frame

             Condition:    100%

        Anchor Tenants:    Hollywood Video - Single Tenant

Date of Sale:      09/26/97    Book/Page:    1347 / 200


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(C)1994 Huber & Lamb Appraisal Group, Inc.                               Page 90
<PAGE>

                                    RETAIL CENTER SALE COMPARABLE NO. 4, CONT'D.
- --------------------------------------------------------------------------------

Map(i):       113

Parcel(s):    22.01

TRANSACTION DATA

Actual Consideration:     $1,178,447            Cash Equivalent: $1,213,800

Financing:                Cash to seller

First Mortgage:           $0

Other Mortgages:          $0

Total Mortgages:          $0                    Actual Equity: $1,178,447

Verified By:              Gerry Woodruff


           OPERATING DATA:          TOTAL $           PER SF        % OF GAI

      Gross Annual Income:         $121,380           $16.21         100.00%
             Less Vacancy:          ($1,214)          ($0.16)         -1.00%
                                   --------           ------         ------ 
   Effective Gross Income:         $120,166           $16.05          99.00%
            Less Expenses:          ($1,950)          ($0.26)         -1.61%
                                   --------           ------         ------ 
     Net Operating Income:         $118,216           $15.79          97.39%
             Debt Service:               $0            $0.00           0.00%
                                   --------           ------         ------ 
                Cash Flow:         $118,216           $15.79          97.39%


UNITS OF COMPARISON                  ACTUAL               BASED ON CASH
                                                             EQUIVALENT
                      GIM:             9.71                          10
            Effective GIM:             9.81                        10.1
             Overall Rate:           10.03%                       9.74%
          Equity Dividend:           10.03%                       9.74%
       Sales Price Per SF:          $157.38                     $162.10

COMMENTS:   The cash equivalency total reflects an addition of sales commission
            to the purchase price. The buyer acted as broker and thus the
            typical 3% split was net of the transaction price. The lease term is
            15 years with two options. The lease rate increases a minimum of 12%
            every 5 years. The location across from Columbia's Shopping Mall is
            a central commercial destination for much of the city.


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<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 5:
- --------------------------------------------------------------------------------


                               [GRAPHIC OMITTED]

PROJECT DATA

   Comp_Code:     230

Project Name:     Hollywood Video, Jackson, TN

    Location:     E/s North Highland Avenue, S. of Bon Air Circle,
                  Jackson, TN

      County:     Madison

     Grantor:     NOM Jackson

     Grantee:     Realty Income Corporation

PROPERTY DATA

Net Rentable Area (SF):    7,488

             Land Size:    .868

   Land/Building Ratio:    5:1

            Year Built:    1997

             Occupancy:    100%

          Construction:    Pre Fab dryvit on wood frame

             Condition:    Good

        Anchor Tenants:    Hollywood Video-single tenant

Date of Sale:     09/26/97    Book/Page:    578 / 46


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(C)1994 Huber & Lamb Appraisal Group, Inc.                               Page 92
<PAGE>

                                    RETAIL CENTER SALE COMPARABLE NO. 5, CONT'D.
- --------------------------------------------------------------------------------

Map(s):       56-P

Parcel(s):    5

TRANSACTION DATA

Actual Consideration:     $1,223,733      Cash Equivalent:  $1,270,745

Financing:                Cash to seller

First Mortgage:           $0

Other Mortgages:          $0

Total Mortgages:          $0                    Actual Equity:  $1,233,733

Verified By:              Gerry Woodruff


           OPERATING DATA:          Total $          Per SF           % of GAI

      Gross Annual Income:         $129,542          $17.30            100.00%
             Less Vacancy:          ($1,295)         ($0.17)            -1.00%
                                   --------          ------            ------ 
   Effective Gross Income:         $128,247          $17.13             99.00%
            Less Expenses:          ($2,031)         ($0.27)            -1.57%
                                   --------          ------            ------ 
     Net Operating Income:         $126,216          $16.86             97.43%
             Debt Service:               $0           $0.00              0.00%
                                   --------          ------            ------ 
                Cash Flow:         $126,216          $16.86             97.43%


UNITS OF COMPARISON                 Actual            Based on Cash
                                                         Equivalent
                     GIM:             9.52                     9.81
           Effective GIM:             9.62                     9.91
            Overall Rate:           10.23%                    9.93%
         Equity Dividend:           10.23%                    9.93%
      Sales Price Per SF:          $164.76                  $169.70

COMMENTS:   The cash equivalent total reflects an addition of sales commission
            to the purchase price. The buyer acted as the broker and thus the
            transaction amount is net of typical commission expenses, typically
            3%. The lease increases a minimum of 12% every 5 years.


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<PAGE>

                               COMPARABLE SALE MAP

                               [GRAPHIC OMITTED]


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 94
<PAGE>

                                            SALES COMPARISON APPROACH - ANALYSIS
================================================================================

COMPARABLE IMPROVED SALES SUMMARY

<TABLE>
<CAPTION>
=============================================================================================================
Sale No.           Subject               1                2                  3               4              5
- -------------------------------------------------------------------------------------------------------------
<S>               <C>            <C>            <C>               <C>                <C>            <C>   
Name/Address                     Hollywood        Hollywood          Hollywood       Hollywood      Hollywood
                                     Video            Video             Video,          Video,         Video,
                                   Lebanon      Clarksville       Murfreesboro        Columbia        Jackson
- -------------------------------------------------------------------------------------------------------------
Sale Date          Current        04/04/97         04/15/97           09/26/97        09/26/97       09/26/97
- -------------------------------------------------------------------------------------------------------------
Year Built        Proposed            1997             1996               1997            1997           1997
- -------------------------------------------------------------------------------------------------------------
Occupancy             100%            100%             100%               100%            100%           100%
- -------------------------------------------------------------------------------------------------------------
Size(SF)             9,305           7,488            7,488              7,488           7,488          7,488
- -------------------------------------------------------------------------------------------------------------
% Anchor              100%            100%             100%               100%            100%           100%
- -------------------------------------------------------------------------------------------------------------
SP/SF                  N/A         $145.20          $166.93            $177.10         $162.10        $169.70
- -------------------------------------------------------------------------------------------------------------
NOI/SF              $27.17          $14.13           $16.32             $17.25          $15.79         $16.86
- -------------------------------------------------------------------------------------------------------------
GIM                    N/A           10.00             9.96              10.00           10.00           9.81
=============================================================================================================
</TABLE>

Note: All transaction data in the chart reflects cash equivalency and/or other
      adjustments applied in the comparable sale summary sheets.

INTRODUCTION

      A search for comparable sales within the subject neighborhood and
competitive locales was conducted by the appraiser. The appraiser consulted with
local real estate agents knowledgeable of the subject market and researched
public records for pertinent information. Due to the high income per square foot
of the subject property, it was necessary to utilize a few older sales with
generally similar income characteristics. The newer sales reflect similar risk
properties as evidenced by the overall rates; however, they have lower income
characteristics. The sales used herein represent the most comparable data
available at the time of the report.

COMPARISON OF IMPORTANT FACTORS AFFECTING SP/SF

      All property characteristics of the comparable sales and the subject
property have been analyzed by the appraisers. The following summarizes the
comparison of primary factors of the comparable sales affecting value as
compared to the subject.

SUBJECT:
      Primary Negative Factors:     None
      Primary Positive Factors:     Dense neighborhood location with two credit
                                    tenants; 15 to 20 year leases with
                                    escalations on the primary tenant; net
                                    income per square foot due to small size of
                                    Jiffy Lube, which is primarily a land lease


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<PAGE>

                                   SALES COMPARISON APPROACH - ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

      Comment: The appraisers could not identify any two tenant property sales
that are similar to the subject relative to tenant credit, absolute net leases
and term length. The primary tenant, both in income and size, is Hollywood
Video. The Jiffy Lube lease will be guaranteed by or assigned to Jiffy Lube
International instead of the franchisee. Thus, the credit of the Jiffy Lube
lease will be similar to slightly superior to a Hollywood Video. Therefore, the
appraisers have utilized Hollywood Video sales to compare to the subject.

SALE NO. 1 - HOLLYWOOD VIDEO LEBANON:
    Inferior Factors     
     Compared to Subject:           Inferior location and NOI/SF
    Superior Factors
     Compared to Subject:           None
    Overall Comparison
     to Subject:                    Inferior before adjustments; similar after 
                                    adjustments

SALE NO. 2 - HOLLYWOOD VIDEO CLARKSVILLE:
    Inferior Factors
     Compared to Subject:           Inferior location and NOI/SF
    Superior Factors
     Compared to Subject:           None
    Overall Comparison
     to Subject:                    Inferior before adjustments; similar after 
                                    adjustments

SALE NO. 3 - HOLLYWOOD VIDEO, MURFREESBORO:
    Inferior Factors
     Compared to Subject:           Inferior location and NOI/SF
    Superior Factors
     Compared to Subject:           None
    Overall Comparison
     to Subject:                    Inferior before adjustments; similar after 
                                    adjustments

SALE NO. 4 - HOLLYWOOD VIDEO, COLUMBIA:
    Inferior Factors
     Compared to Subject:           Inferior location and NOI/SF
    Superior Factors
     Compared to Subject:           None
    Overall Comparison
     to Subject:                    Inferior before adjustments; similar after 
                                    adjustments

SALE NO. 5 - HOLLYWOOD VIDEO, JACKSON, TN:
    Inferior Factors
     Compared to Subject:           Inferior location and NOI/SF
    Superior Factors
     Compared to Subject:           None
    Overall Comparison
     to Subject:                    Inferior before adjustments; similar after 
                                    adjustments

MOST COMPARABLE SALES:              Nos. 1 through 5


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 96
<PAGE>

                                   SALES COMPARISON APPROACH - ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

      COMMENTS/ANALYSIS: The most significant factor for single and
multi-tenant, long-term leases to credit tenants is the quality of the credit.
Hollywood Video is a young company in a major growth cycle. After the credit
rating, the most significant factors become items relative to the lease
structure. All of the sales are Hollywood Videos with similar credit and lease
structures. Thus, after adjustments for NOI/SF, all of the sales are considered
similar to the subject.

SALE PRICE PER SQUARE FOOT METHOD

DESCRIPTION:                        The Price Per Square Foot indicator is a
                                    general common denominator which encompasses
                                    all influences without specifically
                                    identifying their impact. It is most
                                    affected by location, size, age/condition,
                                    and existing leases at above or below market
                                    levels, if a rental property. This indicator
                                    is derived by dividing the sales price by
                                    the net rentable area.

NOI/SF ADJUSTMENT TECHNIQUE:        A wide range produced by this method
                                    indicates that the comparable sales have
                                    varying income-producing capabilities
                                    attributable to differences in age,
                                    location, size and quality. In order to
                                    adjust for these differences, a multiplier
                                    is obtained by dividing the subject's NOI/SF
                                    by the NOI/SF of each comparable sale. The
                                    resulting multiplier is then applied to the
                                    sales price/SF of each comparable resulting
                                    in an indicated sale price/SF for the
                                    subject property. The following grid
                                    displays this technique.

NOI/SF ADJUSTMENT ANALYSIS

        SALE NO.     NOI/SF         SP/SF         MULTIPLIER       ADJ.SP/SF
        --------     ------         -----         ----------       ---------
           1         $14.13        $145.20          1.9227          $279.18
           4         $15.79        $162.10          1.7206          $278.91
           2         $16.32        $166.93          1.6647          $277.89
           5         $16.86        $169.70          1.6114          $273.45
           3         $17.25        $177.10          1.5750          $278.93
         Subj.       $27.17         ----             ----             ----

            Note: Above chart is sorted based on ascending NOI/SF's.

      COMMENTS/ANALYSIS: Additional subjective adjustments may be required based
on unquantifiable factors not recognized in the NOI/SF adjustment. Examples are
investment grade compared to owner occupancy, quality of tenants, conditions of
sale and other intangible factors. The subject will have a superior build-out
and design than comparables. Adjusted for income capabilities, the subject tends
to fall within the range of $245.00 to $250.00. The calculations are presented
as follows.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 97
<PAGE>

                                   SALES COMPARISON APPROACH - ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

                            SP/SF METHOD CALCULATIONS

                                                 VALUE EST.,
                     SIZE         SP/SF EST.      ROUNDED
           
                   9,305  SF   x   $245.00   =   $2,280,000
           
                   9,305  SF   x   $250.00   =   $2,330,000
           
GROSS INCOME MULTIPLIER METHOD

DESCRIPTION:                        The Gross Income Multiplier illustrates the
                                    relationship between the sales price and the
                                    revenue stream of a property. Investments
                                    are often acquired on the basis of a
                                    multiple either of their current or
                                    potential income flow. Because this
                                    indicator is a good reflection of the
                                    motives of purchasers, it is considered to
                                    be a realistic assessment of market
                                    tendencies.

NOI/GROSS POTENTIAL INCOME
RATIO COMPARISON OF GIM'S:          GIM's are typically influenced by the
                                    relationship between the net operating
                                    income and gross potential income as
                                    measured by the net operating income to
                                    gross income ratio (NOI/GPI ratio). The
                                    sales with the most similar NOI/GPI ratios
                                    are typically considered to be the most
                                    comparable to the appraised property all
                                    other factors being equal. The following
                                    chart summarizes the comparison of the GIM's
                                    to the comparable sales' NOI/GPI ratio as
                                    well as comparing the NOI/GPI ratio of the
                                    comparable sales to the subject's NOI/GPI
                                    ratio.

                            NOI/GPI TO GIM COMPARISON

                 Sale No.         NOI/GPI %            GIM
                 --------         ---------            ---
                    1              97.32%             10.00
                    4              97.39%             10.00
                    2              97.41%              9.96
                    5              97.43%              9.81
                    3              97.45%             10.00
                  Subj.            97.65%              ----
                
           Note: Above chart is sorted based on ascending NOI/GPI's.

      COMMENT/ANALYSIS: All of the sales have highly similar NOI/GPI ratios as
the subject and provide an extremely narrow range. Thus, the GIM range estimated
for the subject is 9.75x to 10.00x after considering the factors noted above.
The calculations for this method are presented below.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 98
<PAGE>

                                   SALES COMPARISON APPROACH = ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

                                GIM CALCULATIONS

                                                    VALUE EST.,
                      GROSS INC.     GIM EST.        ROUNDED
           
                       $258,881   x    9.75    =    $2,520,000
           
                       $258,881   x   10.00    =    $2,590,000
           
SALES COMPARISON APPROACH - RECONCILIATION

                             SUMMARY OF VALUE RANGES

              METHOD            VALUE RANGE
                      -------------------------------
              SP/SF:   $2,280,000    to    $2,330,000

              GIM:     $2,520,000    to    $2,590,000

      COMMENT/ANALYSIS: The sales price per square foot technique required the
most adjustments. Thus, the GIM technique is the most reliable. However, the
sales price per square foot technique yields a highly similar value range as the
GIM method.

      The value ranges previously derived represent an as stabilized value range
for the subject.The As Is value estimate must recognize that the landlord must
provide a $360,000 improvement allowance upon completion of Jiffy Lube. The
following recognizes the deductions for the As Is market value estimate.

                            SALES COMPARISON APPROACH
                              AS IS VALUE ESTIMATE

            Current Stabilized Value Estimate              $2,600,000 
            
            Less: Deferred Maintenance                              0
            
            Less: Lease-Up Costs to Stabilization            (360,000)
                                                           ----------
            Prospective As Complete Value Estimate         $2,240,000
                                                           ==========
            
      As a result, the value estimate as indicated by the sale comparison
approach, is reconciled as follows.

SALES COMPARISON APPROACH VALUE ESTIMATE:    $2,240,000

       Implied SP/SF:                           $240.73

       Implied GIM:                                8.65


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 99
<PAGE>

                                                  INCOME CAPITALIZATION APPROACH
================================================================================

INTRODUCTION

      The income capitalization approach is the procedure in appraisal analysis
which converts anticipated benefits (dollar income or amenities) to be derived
from the ownership of property into a value estimate. Anticipated future income
and/or reversions are discounted to a present worth figure through the
capitalization process.

      This approach, like the cost and sales comparison approaches, requires
extensive market research. Specific areas that an appraiser investigates for
this approach are the property's gross income expectancy, the expected reduction
in gross income from lack of full occupancy and collection loss, the expected
annual operating expenses, the pattern and duration of the property's income
stream, and the anticipated value of the resale of other real property interest
reversions. When accurate income and expense estimates are established, the
income streams are converted into present value by the process of
capitalization. The rates or factors used for capitalization are derived by the
investigation of acceptable rates of return for similar properties.

      The income capitalization approach is generally applied in appraising
income-producing properties. The quantity, quality and durability of the income
stream must be considered in estimating the economic rent of an income-producing
property.

         Quantity:                  Rental comparables have been gathered from
                                    similar properties to show current market
                                    rents.

         Quality:                   This is a measure of the strength of the
                                    tenant that could be expected to occupy the
                                    subject (i.e., AAA, regional, local, etc.).

         Durability:                This is reflected in the vacancy of the
                                    area.

      In order to analyze contractual rentals of the subject and determine the
economic rent potential of the available space, a survey was conducted of
similar developments.

      The pages which follow will summarize the comparable rental data utilized
in the appraisal of the subject property. While this study does not include all
competitive space, it is useful in determining patterns of occupancy and
economic levels of rent.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 100
<PAGE>

                                         INCOME CAPITALIZATION APPROACH, CONT'D.
- --------------------------------------------------------------------------------


                                                 COMPARABLE IMPROVED RENTAL DATA
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 101
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 1:
- --------------------------------------------------------------------------------


                               [GRAPHIC OMITTED]

PROJECT DATA

 Project Name:    Hollywood Video, Knoxville

     Location:    11134 Kingston Pike

       County:    Knox

PROPERTY DATA

Rentable Area (SF):        7,488

        Year Built:        1997

      Construction:        1-story wood frame, dryvit panel exterior

        Bay Depths:        72' x 142'

    Anchor Tenants:        Hollywood Video

RENTAL DATA

    Quoted Rate/SF:        $18.85

EXISTING RATE RANGE

    Anchor Tenants:        $18.85


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 102
<PAGE>

                                           RETAIL RENT COMPARABLE NO. 1, CONT'D.
- --------------------------------------------------------------------------------

        Spec Space:     None

  Restaurant Space:     None

LEASE TERMS

       Lease Basis:     Absolute Net

Typical Lease Term:     15 years with two 5 year options

        CAM Charge:     Tenant pays direct

  Escalator Clause:     Minimum 12% every 5 years

        Finish-Out:     Build-to-suit (turnkey)

 Rental Concessions     None

Occupancy Rate:         100%                  Historical Occupancy Rate:  N/A

Verified By:            Lessor (Spartan Holdings)

Date:                   06/02/97                       Comp_Code:  311

COMMENTS:               Good location on a high traffic corridor on Kingston
                        Pike. The property rent basis is absolute net with
                        $125,465.64 annual rent. Tenant pays insurance, taxes
                        and common area maintenance directly. Landlord is
                        responsible for structural maintenance only.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamp Appraisal Group, Inc.                              Page 103
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 2:
- --------------------------------------------------------------------------------


                               [GRAPHIC OMITTED]

PROJECT DATA

Project Name:     Hollywood Video, Murfreesboro

    Location:     S/s of S Northfield Boulevard, West of US-231

      County:     Rutherford

PROPERTY DATA

Rentable Area (SF):        7,488

        Year Built:        1996

      Construction:        1-story wood frame, dryvit panel exterior

        Bay Depths:        70'

    Anchor Tenants:        Hollywood Video

RENTAL DATA

    Quoted Rate/SF:        $17-41

EXISTING RATE RANGE

    Anchor Tenants:        $17.41


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamp Appraisal Group, Inc.                              Page 104
<PAGE>

                                           RETAIL RENT COMPARABLE NO. 2, CONT'D.
- --------------------------------------------------------------------------------

        Spec Space:        None

  Restaurant Space:        None

LEASE TERMS

       Lease Basis:        Absolute Net

Typical Lease Term:        15 years with two 5 year options

        CAM Charge:        Tenant pays direct

  Escalator Clause:        Minimum 12% every 5 years

        Finish-Out:        Build-to-suit

 Rental Concessions        None

Occupancy Rate:    100%                   Historical Occupancy Rate:  N/A

Verified By:       Gerry Woodruff

Date:              12/10/96                        Comp_Code:  262

COMMENTS:         The property rent basis is absolute net. Tenant pays
                  insurance, taxes and common area maintenance directly.
                  Landlord is responsible for structural maintenance only. The
                  location is a high traffic corridor convenient to local
                  established neighborhoods. The site is presently under
                  construction.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 105
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 3:
- --------------------------------------------------------------------------------


                               [GRAPHIC OMITTED]

PROJECT DATA

Project Name:     Hollywood Video, Clarksville/Wilma Rudolph

    Location:     W/s Wilma Rudolph Blvd., N of 101sst Airborne Division 
                  Parkway, Clarksville

      County:     Montgomery

PROPERTY DATA

Rentable Area (SF):        7,488

        Year Built:        Proposed

      Construction:        1-story wood frame, dryvit panel exterior

        Bay Depths:        70'

    Anchor Tenants:        Hollywood Video

RENTAL DATA

    Quoted Rate/SF:        $18.79

EXISTING RATE RANGE

    Anchor Tenants:        $18.79


- --------------------------------------------------------------------------------
(C)1997 Huber and Lamb Appraisal Group, Inc.                            Page 106
<PAGE>

                                           RENTAL RENT COMPARABLE NO. 3, CONT'D.
- --------------------------------------------------------------------------------

        Spec Space:        None

  Restaurant Space:        None

LEASE TERMS

       Lease Basis:        Absolute Net

Typical Lease Term:        15 years with two 5 year options

        CAM Charge:        Tenant pays direct

  Escalator Clause:        Minimum 12% every 5 years

        Finish-Out:        Build-to-suit

 Rental Concessions        None

Occupancy Rate:     100%                  Historical Occupancy Rate:  N/A

Verified By:        Gerry Woodruff

Date:               11/05/97                             Comp_Code:  000

COMMENTS:         The property rent basis is absolute net. Tenant pays
                  insurance, taxes and common area maintenance directly.
                  Landlord is responsible for structural maintenance only. The
                  location is a high traffic corridor convenient to local
                  established neighborhoods. Construction has not begun, subject
                  to financing.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 107
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 4:
- --------------------------------------------------------------------------------


                               [GRAPHIC OMITTED]

PROJECT DATA

Project Name:     Hollywood Video, Inglewood

    Location:     3407 Gallatin Pike; W/s of Gallatin Road at Greenfield Drive, 
                  Nashville

      County:     Davidson

PROPERTY DATA

Rentable Area (SF):        7,488

        Year Built:        Proposed

      Construction:        1-story wood frame, dryvit panel exterior

        Bay Depths:        70'

    Anchor Tenants:        Hollywood Video

RENTAL DATA

    Quoted Rate/SF:        $19.06

EXISTING RATE RANGE

    Anchor Tenants:        $19.06


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 108
<PAGE>

                                           RETAIL RENT COMPARABLE NO. 4, CONT'D.
- --------------------------------------------------------------------------------

        Spec Space:        None

  Restaurant Space:        None

LEASE TERMS

       Lease Basis:        Absolute Net

Typical Lease Term:        15 years with two 5 year options

        CAM Charge:        Tenant pays direct

  Escalator Clause:        Minimum 12% every 5 years

        Finish-Out:        Build-to-suit (turnkey)

 Rental Concessions        None

Occupancy Rate:    100%                        Historical Occupancy Rate:  N/A

Verified By:       Gerry Woodruff

Date:              11/05/97                                 Comp_Code:  000

COMMENTS:         The property rent basis is absolute net. Tenant pays
                  insurance, taxes and common area maintenance directly.
                  Landlord is responsible for structural maintenance only. The
                  location is a high traffic corridor convenient to local
                  established neighborhoods. The site is presently under
                  construction.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 109
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 5:
- --------------------------------------------------------------------------------


                               [GRAPHIC OMITTED]

PROJECT DATA

Project Name:     Hollywood Video, Wolfcreek Mall area, Memphis

    Location:     SEC of US-64 and Wolfcreek Parkway, Memphis, TN

      County:     Shelby

PROPERTY DATA

Rentable Area (SF):        7,488

        Year Built:        1996-97

      Construction:        1-story wood frame, dryvit panel exterior

        Bay Depths:        72'

    Anchor Tenants:        Hollywood Video

RENTAL DATA

    Quoted Rate/SF:        $17.50

EXISTING RATE RANGE

    Anchor Tenants:        $17.50


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 110
<PAGE>

                                           RETAIL RENT COMPARABLE NO. 5, CONT'D.
- --------------------------------------------------------------------------------

        Spec Space:        None

  Restaurant Space:        None

LEASE TERMS

       Lease Basis:        Absolute Net

Typical Lease Term:        15 years with options

        CAM Charge:        Tenant pays direct

  Escalator Clause:        Minimum 12% every 5 years

        Finish-Out:        Build-to-suit (turnkey)

 Rental Concessions        None

Occupancy Rate:     100%                        Historical Occupancy Rate:  N/A

Verified By:        Ken (901-795-0221)

Date:               05/22/97                                  Comp_Code:  279

COMMENTS:         The developer built-to-suit this property for Hollywood Video.
                  Base rent is $17.50/SF with 12% escalations every five years.
                  Excellent location near new Wolfcreek Mall development.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 111
<PAGE>

                               COMPARABLE RENT MAP

                               [GRAPHIC OMITTED]


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 112
<PAGE>

                                              ANALYSIS OF POTENTIAL GROSS INCOME
================================================================================

                                SUBJECT RENT ROLL

<TABLE>
<CAPTION>
================================================================================================
SUITE      TENANT          SIZE      LEASE     LEASE      LEASE     RENT/SF    LEASE     ANNUAL
  #                        (SF)      BEGIN      END       TERM                 TYPE       RENT
                                                          (YRS)
- ------------------------------------------------------------------------------------------------
<S>        <C>            <C>         <C>      <C>         <C>      <C>         <C>     <C>     
  1        Hollywood      7,488       9/97     08/12       15       $22.42      Net    $167,881
           Video
- ------------------------------------------------------------------------------------------------
  2        Jiffy Lube     1,817       2/98      1/18       20       $50.08      Net     $91,000
- ------------------------------------------------------------------------------------------------
Total/Average             9,305    Square Feet                      $27.82             $258,881
================================================================================================
</TABLE>

TENANCY:                            Multi-Tenant
SQUARE FEET OCCUPIED:               9,305 SF
SQUARE FEET VACANT - SHELL:         0 SF
SQUARE FEET VACANT -
 2ND GENERATION:                    0 SF
RENT TREND:                         Stable

HOLLYWOOD VIDEO:
Annual Rent Schedule
         Year 1-5                   $167,881 annual rent; Thereafter, annual
                                    rent for any five year period in the Initial
                                    Term or any Option Period shall be increased
                                    by the lesser of either twelve percent (12%)
                                    or cumulative C.P.I.

Percentage Rent:                    None

BOSTON MARKET:
Annual Rent Schedule
         Year 1-20                  $91,000 annual rent
Percentage Rent:                    None

      COMMENTS: The Jiffy Lube lease is actually a ground lease which allows for
a construction allowance of $360,000 for the construction of the building and a
portion of the site. Although the lease is a ground lease, it obviously
represents a rental rate per square foot of building area that a lessee would
pay to rent a space of this type. Thus, the ground lease is treated as such in
this report.

      In addition, the $50.08/SF lease rate appears extremely high. However, the
Jiffy Lube only has 1,817 SF of building area on a portion of the site that can
accommodate a building about as large as the Hollywood Video building. Thus, the
building-to-land ratio is extremely low because of the special use building
characteristics and cannot be compared to more traditional retail building
rents/SF. Given the high total value of the land area required for the 1,817 SF
building, the rent per square foot appears unreasonably high when in fact, an
in-depth analysis indicates it is very reasonable. It is this very reason why
the lease is more of a land lease than a building lease.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 113
<PAGE>

                                     ANALYSIS OF POTENTIAL GROSS INCOME, CONT'D.
- --------------------------------------------------------------------------------

COMPARABLE RENTAL ANALYSIS/SUBJECT ESTIMATED MARKET RENTS

INTRODUCTION

      In order to estimate market rent rates to apply to the subject, we
surveyed similar properties in the subject neighborhood. Factors which typically
influence rental rates include location, and physical attributes such as age,
condition and design/appeal characteristics. The rent comparables presented in
this report represent the most comparable properties to the subject with respect
to age, quality of construction and location. The following chart summarizes the
comparable improved rental data previously presented.

SUMMARY OF COMPARABLE IMPROVED RENTAL DATA - HOLLYWOOD VIDEO

<TABLE>
<CAPTION>
===================================================================================================================
RENT NO.           SUBJECT             1               2                  3                 4                 5
- -------------------------------------------------------------------------------------------------------------------
<S>                <C>          <C>               <C>               <C>               <C>              <C>  
NAME/ADDRESS      Hollywood        Hollywood       Hollywood          Hollywood         Hollywood         Hollywood
                    Video           Video,           Video,            Video,             Video,            Video,
                                   Knoxville      Murfreesboro       Clarksville        Inglewood         Wolfcreek
                                                                                                             Mall
- -------------------------------------------------------------------------------------------------------------------
SIZE(SF)              9,305            7,488             7,488             7,488             7,488            7,488
- -------------------------------------------------------------------------------------------------------------------
YEAR BUILT         Proposed             1997              1996          Proposed          Proposed          1996-97
- -------------------------------------------------------------------------------------------------------------------
OCCUPANCY              100%              100              100%              100%              100%             100%
- -------------------------------------------------------------------------------------------------------------------
QUOTED                  N/A           $18.85            $17.41            $18.79            $19.06           $17.50
RATE/SF                                         
- -------------------------------------------------------------------------------------------------------------------
TENANT                  N/A     Absolute Net      Absolute Net      Absolute Net      Absolute Net     Absolute Net
EXPENSES                                        
- -------------------------------------------------------------------------------------------------------------------
CAM CHARGE              N/A      Tenant pays       Tenant pays       Tenant pays       Tenant pays      Tenant pays
                                      direct            direct            direct            direct           direct
- -------------------------------------------------------------------------------------------------------------------
RENTAL                  N/A             None              None              None              None             None
CONCESSIONS                                     
- -------------------------------------------------------------------------------------------------------------------
EFFECTIVE                             $18.85            $17.41            $18.79            $19.06           $17.50
RATE/SF                                         
===================================================================================================================
</TABLE>

      All property characteristics of the comparable rentals and the subject
property have been analyzed by the appraisers. The following summarizes the
comparison of primary factors of the comparable rentals affecting rents as
compared to the subject.

COMPARISON TO SUBJECT

SUBJECT:
     Primary Negative Factors:      None
     Primary Positive Factors:      Location in a high growth and relatively
                                    high household income area

      COMMENT: Location is the most significant factor in this analysis. The
subject has a very strong location given traffic counts and household income.
Based on 1995 federal tax- return


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamp Appraisal Group, Inc.                              Page 114
<PAGE>

                                     ANALYSIS OF POTENTIAL GROSS INCOME, CONT'D.
- --------------------------------------------------------------------------------

data, Williamson ranks 11th among 3,140 counties nationwide in personal income,
with an average of $60,738. The county ranked 9th nationally in average wages
and salaries in 1995, with an average salary of $47,460. In addition, the
potential for increased competition is very limited given the lack of available
land in this highly desirable commercial corridor. The effects of location are
further supported by the Eckerd lease next door to the subject. The Eckerd lease
is $25.54/SF as compared to a more typical $17.00/SF to $19.00/SF lease rate for
similar drug stores.

      Finally, a general comparison of total land value indicates the subject
has a superior location. The land prices for the comparable Hollywood Video
rents were in the $360,000 to $400,000 range. The estimated market value of the
subject site is $960,000. Allocating 50% to the subject Hollywood Video yields
$480,000, which is 20% to 33% higher than the comparable Hollywood Videos land
prices.

RENT NO. 1 - HOLLYWOOD VIDEO, KNOXVILLE:
   Inferior Factors      
    Compared to Subject:            Date of lease; location
   Superior Factors
    Compared to Subject:            None
   Tenant Expenses:                 Similar
   Overall Comparison
    to Subject:                     Inferior

RENT N. 2 - HOLLYWOOD VIDEO, MURFREESBORO:
   Inferior Factors       
    Compared to Subject:            Date of lease; location
   Superior Factors
    Compared to Subject:            None
   Tenant Expenses:                 Similar
   Overall Comparison
    to Subject:                     Inferior

RENT NO. 3 - HOLLYWOOD VIDEO, CLARKSVILLE/WILMA RUDOLPH:
   Inferior Factors     
    Compared to Subject:            Location
   Superior Factors
    Compared to Subject:            None
   Tenant Expenses:                 Similar
   Overall Comparison
    to Subject:                     Inferior based on size

RENT NO. 4 - HOLLYWOOD VIDEO, INGLEWOOD:
   Inferior Factors       
    Compared to Subject:            Location
   Superior Factors
    Compared to Subject:            None
   Overall Comparison
    to Subject:                     Inferior
   

- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 115
<PAGE>

                                     ANALYSIS OF POTENTIAL GROSS INCOME, CONT'D.
- --------------------------------------------------------------------------------

RENT NO. 5 - HOLLYWOOD VIDEO, WOLFCREEK MALL AREA, MEMPHIS:
   Inferior Factors      
    Compared to Subject:            Location
   Superior Factors
    Compared to Subject:            None
   Overall Comparison
    to Subject:                     Inferior

MOST COMPARABLE RENTALS:            No. 1 & 3

      CONCLUSIONS/ANALYSIS: Most build-to-suit leases are derived on the basis
of approved development costs, including the land, by the prospective tenant. As
a result, the size of the building can have an impact on the rent based on
economies of scale and land prices. In addition, the date the lease was
initiated is a significant issue because of rising land and construction costs.
The most recent leases are the Hollywood Video stores in Inglewood and
Clarksville, Tennessee (Nos. 3 & 4). These sites are inferior locations as
compared to the subject's Franklin location due to demographics, particularly
household income.

      The unadjusted market data tends to support a $17.50/SF to $19.00/SF
market rent for the subject Hollywood Video. As discussed earlier, the subject's
land value is approximately 20% to 33% higher than the rent comparables. The
following chart depicts the percentage difference between the rent comparable
lease rates and the subject Hollywood Video lease rate.

           % DIFFERENCE - SUBJECT LEASE RATE VS COMPARABLE LEASE RATES

  ============================================================================
  Rent No.                   1           2           3            4          5
  ----------------------------------------------------------------------------
  Subject Lease Rate    $22.42      $22.42      $22.42       $22.42     $22.42
  ----------------------------------------------------------------------------
  Comps' Lease Rate     $18.85      $17.41      $18.79       $19.06     $17.50
                        ------      ------      ------       ------     ------
  ----------------------------------------------------------------------------
  $ Difference           $3.57       $5.01       $3.63        $3.36      $4.92
  ----------------------------------------------------------------------------
  % Difference          18.94%      28.78%      19.32%        17.63     28.11%
  ============================================================================

         LAND VALUE DIFFERENCE
          AS COMPARED TO SUBJECT:   Subject is 20% to 33% higher

      While other factors other than land value effect rent differences, the
comparison of land values and lease rates helps explain why the subject's lease
rate is significantly higher than the comparable rents. Considering this
analysis combined with the comparison of the Eckerd lease next to the subject as
compared to other drug store leases, the subject's current Hollywood Video lease
rate appears reasonable.

         ESTIMATED MARKET RATE
                  HOLLYWOOD VIDEO:  $22.42+/-/SF

         EXPENSE RECOVERIES:
                  Analysis:         All of the comparable retail lease rates
                                    were based on an absolute net basis. The
                                    following Stabilized Operating Statement,
                                    which follows the Analysis of Expenses, is


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 116
<PAGE>

                                     ANALYSIS OF POTENTIAL GROSS INCOME, CONT'D.
- --------------------------------------------------------------------------------

                                    based on the proposed lease rate with an
                                    absolute net lease basis.

ESTIMATED MARKET RENT - JIFFY LUBE GROUND LEASE

         RENT ANALYSIS:             The appraiser did not find any ground leases
                                    in the immediate neighborhood to utilize as
                                    a comparable rent. However, discussions with
                                    local brokers indicated that "pad site" land
                                    leases of comparable term are typically
                                    estimated based upon an 10% to 12% factor
                                    applied to the land value. This is supported
                                    by land leases reviewed by the appraiser
                                    over the past several years.

                                    In addition, the appraiser has had the
                                    opportunity to review several leases where
                                    it is stated that the rent attributed to
                                    extraordinary improvements or single
                                    building leases are derived by applying a
                                    12% factor to the building improvement
                                    costs. This is a very standard factor for
                                    building costs.

                                    Utilizing these percent rent factors, a
                                    market rent range can be estimated for the
                                    Jiffy Lube lease. This method is considered
                                    appropriate because of the special use
                                    improvements. In addition, the lease is a
                                    modified ground lease in which the tenant is
                                    responsible for development of building
                                    improvements, but reimbursed a set total
                                    dollar amount upon completion. In this case,
                                    the building improvement allowance is
                                    $360,000. Based on a total site value
                                    estimate of $960,000, the allocated land
                                    value to Jiffy Lube (50%) equates to
                                    $480,000. The following chart presents the
                                    calculations for the potential rent range
                                    for the Jiffy Lube lease.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 117
<PAGE>

                                     ANALYSIS OF POTENTIAL GROSS INCOME, CONT'D.
- --------------------------------------------------------------------------------

                         JIFFY LUBE MARKET RENT ESTIMATE

        @ 10% LAND RENT FACTOR
                                     Value       Rent Factor       Rent
                                     -----       -----------       ----
        Allocated Land Value        $480,000        10.0%        $48,000
        Building Allowance          $360,000        12.0%        $43,200
                                    --------        ----         -------
        Total                       $840,000        10.9%        $91,200
        
        @ 12% LAND RENT FACTOR
        
        
                                     Value       Rent Factor       Rent
                                     -----       -----------       ----
        Allocated Land Value        $480,000        12.0%        $57,600
        Building Allowance          $360,000        12.0%        $43,200
                                    --------        ----        --------
        Total                       $840,000        12.0%       $100,800

                                    The 10% land rent factor estimate of $91,200
                                    is virtually the same as the actual lease
                                    rate. Thus, given the $360,000 building
                                    allowance, it appears the market rent for
                                    the Jiffy Lube portion of the subject is
                                    $91,200+/-.

EXPENSE RECOVERIES:                 Absolute Net

      The Stabilized Operating Statement, which follows the Analysis of
Expenses, is based on the subject's actual lease rates and expense pass
throughs.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 118
<PAGE>

                                                            ANALYSIS OF EXPENSES
================================================================================

INTRODUCTION

      No historical data was available from the property since the property is
proposed construction. The subject has an absolute net lease with the landlord
only responsible for the structural walls and roof repairs. The tenant will pay
and be billed directly for all other expenses. Therefore, the subject will have
minimal expenses to the landlord. The following analysis addresses only those
expenses that are the responsibility of the landlord.

VACANCY & COLLECTION LOSS
     EXPENSE DESCRIPTION:           Vacancy & collection loss is an allowance
                                    for reductions in potential income
                                    attributable to vacancies, tenant turnover
                                    and nonpayment of rent. The allowance is
                                    usually estimated as a percentage of
                                    potential gross income, which varies
                                    depending on the type and characteristics of
                                    the physical property, the quality of
                                    tenants, current and projected supply and
                                    demand, and general and local economic
                                    conditions. The percentage rate recognized
                                    reflects typical investor expectations over
                                    the specific holding period assumed or
                                    projected.

     SUBJECT DATA:
        TENANCY:                    Multi-tenant
        CURRENT OCCUPANCY:          100% (with preleased Jiffy Lube)

     ANALYSIS:                      Based on a review of the market data above
                                    as well as the subject's current vacancy, a
                                    vacancy and collection loss of 1% is
                                    believed to appropriately recognize
                                    potential collection loss over the holding
                                    period. In reality, the leases are a 15 year
                                    and a 20 year leases and there will be no
                                    tenant turnover. However, the treatment of
                                    the subject vacancy must be the same as the
                                    vacancy treatment of the sales in order to
                                    derive the same type of calculated net
                                    operating income for capitalization
                                    purposes. The comparable sales utilized a 1%
                                    vacancy.

ESTIMATED VACANCY &
     COLLECTION LOSS:               1%

MANAGEMENT:
     EXPENSE DESCRIPTION:           The subject must be considered as an
                                    investment under prudent management. A
                                    charge is made to reflect either the owner's
                                    input of time and attention or that of a
                                    professional agent. The expense would
                                    include the collection of rents, supervision
                                    of all maintenance, etc.

     ANALYSIS:                      The proforma annual management fee for the
                                    subject property is 1.0% of the Effective
                                    Gross Income. This reflects the owners time
                                    and expense for bookkeeping


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(C)1994 Huber & Lamb Appraisal Group, Inc.                              Page 119
<PAGE>

                                                   ANALYSIS OF EXPENSES, CONT'D.
- --------------------------------------------------------------------------------

                                    and other minimal management duties since it
                                    is considered a long-term, absolute net
                                    lease.

     ESTIMATED MANAGEMENT:          1.0

RESERVES:
     EXPENSE DESCRIPTION:           A reserves or replacement allowance provides
                                    for the periodic replacement of building
                                    components that wear out more rapidly than
                                    the building itself and must be replaced
                                    periodically during the building's economic
                                    life. Examples of these components are roof
                                    cover, HVAC compressors, parking areas and
                                    other site improvements.

     ANALYSIS:                      The reserves expense estimate is based
                                    primarily on the typical expense recognized
                                    by buyers as compared to a calculated type
                                    estimate Based upon the age and condition of
                                    the property and typical buyer actions, the
                                    reserves expense estimate is $0.10/SF.

     ESTIMATED RESERVES:            $0.10/SF

ESTIMATED EXPENSE SUMMARY

     MANAGEMENT                                         1.0%    EGI   =   $2,563
                                                     
     RESERVES:                                         $0.10    /SF   =     $931
                                                       -----                ----
     SUBTOTAL EXPENSES:                                $0.38    /SF   =   $3,493
                            

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(C)1994 Huber & Lamb Appraisal Group, Inc.                              Page 120
<PAGE>

                                                   ANALYSIS OF EXPENSES, CONT'D.
- --------------------------------------------------------------------------------

STABILIZED OPERATING STATEMENT
================================================================================

GROSS RENTAL INCOME POTENTIAL:

                                      Lease
                     Size (SF)         Rate
                     ---------         ----
Gross Rent Income       9,305   @   $27.82 /SF              =          $258,881
 (See Rent Roll for Rent Allocation)

Plus: Expense Recovery                                                        0
                                                                       --------
TOTAL GROSS ANNUAL INCOME:                                             $258,881

Less: Vacancy/Collection Loss           1%                               $2,589
                                                                       --------
EFFECTIVE GROSS INCOME                                                 $256,292

LESS EXPENSES

Management            1.0%  EGI  =  $2,563
Taxes:               $0.00  /SF  =      $0
Insurance:           $0.00  /SF  =      $0
CAM:                 $0.00  /SF  =      $0
Administration:      $0.00  /SF  =      $0
Reserves:            $0.10  /SF  =    $931
                     -----          ------                     
SUBTOTAL EXPENSES:   $0.38  /SF  =  $3,493                              ($3,493)
                                                                       --------
NET OPERATING INCOME:                                                  $252,799
                                                                       ========

NOI/SF:               $27.17
NOI/Gross Income      97.65%

                            CAPITALIZATION TECHNIQUE
           =====================================================
                       NOI     /   OAR     =      Value Estimate
                    $252,799   /  9.75%    =        $2,592,807
           
           CURRENT STABILIZED VALUE ESTIMATE        $2,590,000
           Less: Deferred Maintenance                        0
           Less: Lease-Up Costs to Stabilization      (360,000)
                                                    ----------
           AS IS VALUE ESTIMATE                     $2,230,000
           

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(C)1994 Huber & Lamb Appraisal Group, Inc.                              Page 121
<PAGE>

                                          ANALYSIS OF DIRECT CAPITALIZATION RATE
================================================================================

INTRODUCTION

      Direct capitalization is a method used to convert a single year's income
estimate into a value indication. The capitalization rate utilized in the income
capitalization approach combines input from the marketplace in conjunction with
a review of mortgage/equity positions. Although the appraiser can estimate an
overall capitalization rate by using various techniques, derivation of the rate
from comparable sales is generally preferred when sufficient data are available
from transactions of similar, competitive properties. In order to provide a
consistent basis for comparison, the net operating income from each comparable
is calculated and estimated in the same manner as that for the subject property.
Additionally, the appraiser must conclude that neither non-market financing
terms nor different market conditions have affected the transaction prices of
the comparables. When these requirements are met, the appraiser estimates the
overall rate by dividing each property's net operating income by its sale price.

IMPROVED SALES' OVERALL RATE SUMMARY

<TABLE>
<CAPTION>
==============================================================================================================
Sale No.             Subject              1                2                  3               4              5
- --------------------------------------------------------------------------------------------------------------
<S>                 <C>           <C>            <C>              <C>                <C>             <C> 
Name/Address                      Hollywood       Hollywood         Hollywood        Hollywood       Hollywood
                                    Video           Video            Video,            Video,         Video,
                                   Lebanon       Clarksville      Murfreesboro        Columbia        Jackson
- --------------------------------------------------------------------------------------------------------------
Sale Date            Current       04/04/97         04/15/97           09/26/97        09/26/97       09/26/97
- --------------------------------------------------------------------------------------------------------------
Year Built          Proposed           1997             1996               1997            1997           1997
- --------------------------------------------------------------------------------------------------------------
Occupancy               100%           100%             100%               100%            100%           100%
- --------------------------------------------------------------------------------------------------------------
Size(SF)                9305           7488             7488               7488            7488           7488
- --------------------------------------------------------------------------------------------------------------
% Credit/Anchor         100%           100%             100%               100%            100%           100%
- --------------------------------------------------------------------------------------------------------------
Overall Rate             N/A          9.73%            9.78%              9.74%           9.74%          9.93%
==============================================================================================================
</TABLE>

Note: All transaction data in the chart reflects cash equivalency and/or other
      adjustments applied in the comparable sale summary sheets.

COMPARISON OF IMPORTANT FACTORS AFFECTING OAR

      All property and conditions of sale characteristics of the comparable
sales and the subject property have been analyzed by the appraisers. The
following summarizes the comparison of primary factors of the comparable sales
affecting value as compared to the subject.

      NOTE: The reader is reminded that this is a comparison of overall rates
and not the sales price per square foot. Therefore, the terms of comparison to
the subject of each sale may be different than those used in the previously
presented Sales Comparison Approach, which was based on the quantity of income
and subsequent adjustments to the sales price per square foot. While the overall
rate recognizes physical factors, intangible factors such as quality of tenants,
conditions of sale, occupancy at time of sale, and investment quality tend to
have stronger influence on the overall rate comparison. As an example, two
properties with different locations


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 122
<PAGE>

                                 ANALYSIS OF DIRECT CAPITALIZATION RATE, CONT'D.
- --------------------------------------------------------------------------------

and quality of improvements may have significantly different per square foot
sales prices, but very similar overall rates. Thus, the comparison to the
subject includes the intangible factors influencing overall rates.

SUBJECT:

    Primary Negative Factors:       None
    Primary Positive Factors:       Possibly location

MOST COMPARABLE:                    Sale Nos. 1 through 4

      COMMENT/ANALYSIS: All of the sales represent sales of Hollywood Video
stores with similar lease structures as the subject. Four of the five sales
reflect a range of 9.73% to 9.78%. Thus, the estimated overall rate for the
subject is 9.75%.

CONCLUDED OAR:                      9.75%

ANALYSIS OF SUBJECT'S POTENTIAL MORTGAGE TERMS

PRELIMINARY ANALYSIS:               Several factors affect the potential real
                                    estate mortgage terms of any given property.
                                    These factors include, credit worthiness of
                                    the borrower, quality of tenants, length of
                                    term, amortization and other factors
                                    considered by lenders when analyzing the
                                    relative risk of a loan. However, lenders
                                    typically have general parameters or
                                    guidelines established for real estate
                                    loans. The appraisers have had discussions
                                    with local mortgage brokers about long-term
                                    financing terms and bank loan officers about
                                    short term financing.

  LONG-TERM FINANCING:              Institutional lenders are typically
                                    establishing interest rates on the basis of
                                    175 to 225 basis points above the comparable
                                    term U.S. Treasury Bond with a 7 to 10 year
                                    term, 20 to 25 year amortization and 70% to
                                    75% loan-to-value ratio. While these terms
                                    may vary from lender to lender, the ultimate
                                    test for a particular loan is the debt
                                    coverage ratio.

  BANK SHORT-TERM
     FINANCING:                     Banks are typically utilizing the prime rate
                                    as the index for loans. Mortgage interest
                                    rates are typically 150+/-basis points above
                                    the prime rate. The mortgage terms are
                                    preferably a three year call based on a 20
                                    to 25 year amortization and 70% to 75%
                                    loan-to-value ratio; however, banks will
                                    provide a five year term in some situations.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 123
<PAGE>

                                 ANALYSIS OF DIRECT CAPITALIZATION RATE, CONT'D.
- --------------------------------------------------------------------------------

    SUMMARY OF SUBJECT'S POTENTIAL MORTGAGE TERMS

             MORTGAGE TYPE:         Long-term;

               ANALYSIS:            This appraisal contemplates a typical
                                    long-term loan instead of a bank short-term
                                    loan. While the bank loan is common, a
                                    long-term loan is more consistent with the
                                    typical holding period for real estate.

             U.S. TREASURY BOND
               10 YEAR RATE(1):     6.00%
             LOAN TERM:             10 years
             AMORTIZATION:          20 years
             LOAN-TO-VALUE RATIO:   75%
             APPROX. INTEREST RATE: 8.00%

DEBT COVERAGE RATIO (DCR) ANALYSIS: A TEST OF REASONABLENESS

                                          DIRECT CAP        FINAL REPORT
                                               VALUE               VALUE

DIRECT CAPITALIZATION VALUE               $2,230,000          $2,230,000
LOAN AMOUNT @ L-TO-V OF        75%        $1,672,500          $1,672,500
MONTHLY PAYMENT                              $13,989             $13,989

ESTIMATED NOI                               $252,799            $252,799
DIVIDED BY ANNUAL PAYMENT                   $167,874            $167,874
                                          ----------          ----------
IMPLIED DEBT COVERAGE RATIO                     1.51                1.51

      COMMENT/ANALYSIS: The implied debt coverage ratios for the direct
capitalization method value estimate and the final report value (based on
correlation of all three approaches) are acceptable and reasonable.


- ----------
      (1) Note: The rate is an approximation on a rounded basis due to the
weekly change in the rate.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 124
<PAGE>

                                                INCOME CAPITALIZATION APPROACH -
                                                                  RECONCILIATION
================================================================================

INTRODUCTION

      The direct capitalization and discounted cash flow analysis are the two
most frequently utilized methods in appraisal practice. The Direct
Capitalization Method represents the more traditional method and the Discounted
Cash Flow Analysis Method is the more current for investment grade property.

PROSPECTIVE VALUE UPON COMPLETION SUMMARY

DIRECT CAPITALIZATION        $2,590,000

      The Direct Capitalization Method utilized stabilized gross income based on
contracted lease income. Appropriate deductions from the gross income, including
vacancy & credit loss and expenses, were analyzed and supported from available
data. The resulting net operating income was capitalized based on an overall
rate derived from comparable sales presented in the Sales Comparison Approach.
After estimating a stabilized value estimate as of the prospective date of
completion, appropriate deductions for lease-up were applied to derive the
prospective value upon completion.

DISCOUNTED CASH FLOW         OMITTED

      The Discounted Cash Flow model takes into account the actual cash flows
that will result from the current and forecasted leases as well as the future
income to the property based on current and expected future market rental rates.
The analysis also recognizes current investor perceptions of future appreciation
rates and economic factors as well as current investors' required rates of
return on invested capital. This technique is particularly useful in valuing
investment grade, multi-tenant, and/or properties with below stabilized
occupancies. The discounted cash flow analysis is less reliable for
owner-occupied properties and small income properties which are typically
purchased by less sophisticated buyers. In addition, discounted cash flow
analyses for long-term lease properties similar to the subject are not generally
utilized, except as a very general cross check. Therefore, this technique has
been omitted in this analysis, particularly given the reliable sale data from
which to derive an overall rate.

RECONCILIATION - UPON COMPLETION

VALUE ESTIMATE SUMMARY BY METHOD:
       DIRECT CAPITALIZATION:                     $2,590,000
       DISCOUNTED CASH FLOW ANALYSIS:             OMITTED

      The subject's investment grade quality is good with the most probable
buyer being a sophisticated regional or national investor. Recent investor
trends reflect a tendancy of investors to focus on the direct capitalization
approach. In addition, a sufficient number of recent sales of similar properties
is available to derive an overall capitalization rate. Thus, total consideration
is given the direct capitalization approach


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 125
<PAGE>

                                                  INCOME CAPITALIZATION APPROACH
                                                         RECONCILIATION, CONT'D.
- --------------------------------------------------------------------------------

      Therefore, the estimated prospective value upon completion of the subject
property by the income capitalization approach, as of February 1, 1998, as
follows:

VALUE INDICATED BY THE INCOME CAPITALIZATION APPROACH             $2,590,000

        Implied OAR:            9.75%

AS IS VALUE ESTIMATE

      The As Is value estimate must recognize that the landlord must provide a
$360,000 improvement allowance upon completion of Jiffy Lube. The following
recognizes the deductions for the As Is market value estimate.

                         INCOME CAPITALIZATION APPROACH
                              AS IS VALUE ESTIMATE

          Current Stabilized Value Estimate                  $2,590,000
          Less: Deferred Maintenance                                  0
          Less: Lease-Up Costs to Stabilization                (360,000)
                                                             ----------
          As Is Value Estimate                               $2,230,000
                        

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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 126
<PAGE>

                                         CORRELATION AND FINAL ESTIMATE OF VALUE
================================================================================

INTRODUCTION:

      The three indications utilized in the appraisal of the subject property
falls within an acceptable range. In the final analysis, the strengths and
weaknesses of each approach must be considered and most weight must be given to
the approach or approaches with the greatest quantity and quality of supporting
data. Since market value is being sought, all three approaches rely heavily upon
supporting data from the marketplace.

AS IS MARKET VALUE

COST APPROACH:                      $1,894,000

GENERAL DESCRIPTION:                The cost approach is most applicable when a
                                    property is new or proposed and represents
                                    the highest and best use of the site. Land
                                    values are documented in the marketplace and
                                    cost estimates are readily supported. The
                                    inherent weakness of this approach is that
                                    it gives no consideration to the income-
                                    producing capability of a property.

ANALYSIS:                           Since the subject is proposed construction
                                    and market conditions are currently
                                    favorable, this is a reasonable method of
                                    valuation. However, it is utilized more as a
                                    test of feasibility for the subject because
                                    it does not reflect the actions of
                                    buyers/investors in the market.

WEIGHTED CONSIDERATION:             Limited

SALES COMPARISON APPROACH:          $2,240,000

GENERAL DESCRIPTION:                The sales comparison approach is utilized in
                                    the valuation of the subject. The appraisal
                                    utilizes the best available and verifiable
                                    Retail property sales located in the
                                    Nashville area comparable to the subject
                                    property. This approach utilized two methods
                                    to estimate a value range for the subject -
                                    1) sales price per square foot and 2) the
                                    gross income multiplier (GIM). The adjusted
                                    selling price per square foot of building
                                    area and GIM of each comparable is utilized
                                    in comparison to the subject property. After
                                    appropriate adjustments, these sales were
                                    generally similar to the subject in quality,
                                    design, location and age.

ANALYSIS:                           A sufficient quantity and quality of
                                    comparable sales was available to compare to
                                    the subject. Given the similar investment
                                    quality and type of buyer of the comparable
                                    sales, this approach is considered a very
                                    reliable value indicator for the subject.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 127
<PAGE>

                                CORRELATION AND FINAL ESTIMATE OF VALUE, CONT'D.
- --------------------------------------------------------------------------------

WEIGHTED CONSIDERATION:             Significant

INCOME CAPITALIZATION
 APPROACH:                          $2,230,000

GENERAL DESCRIPTION:                The income capitalization approach involved
                                    the analysis of the existing rent as
                                    compared with market rent for the subject
                                    space. Additionally, a stabilized operating
                                    statement was developed. The net operating
                                    income was capitalized by the appropriate
                                    capitalization rate which was derived by
                                    sales comparison.

ANALYSIS:                           A sufficient quantity and quality of
                                    comparable rental and sale data was
                                    available to compare to the subject. Since
                                    the subject's most probable buyer is a
                                    regional or national investor, this approach
                                    is considered highly reflective of the
                                    actions and investment criteria for the
                                    potential investor in the subject property.

WEIGHTED CONSIDERATION:             Significant

SUMMARY OF VALUE INDICATIONS

         COST APPROACH                                        $1,894,000
         SALES COMPARISON APPROACH                            $2,240,000
         INCOME CAPITALIZATION APPROACH                       $2,230,000

CONCLUSIONS OF PROSPECTIVE VALUE UPON COMPLETION

      In view of the previous analyses, the most weight has been placed on the
sales comparison approach and income capitalization approach with limited weight
being placed on the cost approach in the valuation of the subject property. The
cost approach value indication is supportive of the other two approaches and
supports the feasibility of the development. Thus, the As Is market value of the
subject property, contingent to the Assumptions and Limiting Conditions
presented herein, as of November 20, 1997, is estimated to be:

                 TWO MILLION TWO HUNDRED THIRTY THOUSAND DOLLARS
                                  ($2,230,000)

PROSPECTIVE VALUE UPON COMPLETION

      Based on the inspection of the property and the investigations and
analyses undertaken, we have formed the opinion that, as of February 1, 1998 and
subject to the Assumptions and Limiting Conditions set forth in the attached
report, the prospective value upon completion of the Leased Fee interest in the
subject property is:

                    TWO MILLION SIX HUNDRED THOUSAND DOLLARS
                                  ($2,600,000)


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 128
<PAGE>

                                                          CERTIFICATION OF VALUE
================================================================================

We certify that, to the best of our knowledge and belief,...

1.    The statements of fact contained in this report are true and correct.

2.    The reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions, and are our personal,
      unbiased professional analyses, opinions, and conclusions.

3.    We have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved.

4.    Our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of subsequent event.

5.    Our analyses, opinions, and conclusions were developed, and this report
      has been prepared, in conformity with the Uniform Standards of
      Professional Appraisal Practice published by the Appraisal Foundation and
      the Standards of Professional Practice of the Appraisal Institute.

6.    The use of this report is subject to the requirements of the Appraisal
      Institute relating to review by its duly authorized representatives.

7.    As of the appraisal date, James E. Lamb, MAI, has completed the
      requirements of the continuing education program of the Appraisal
      Institute.

8.    We have made a personal inspection of the property that is the subject of
      this report.

9.    No one provided significant professional assistance to the person(s)
      signing this report.

10.   This appraisal assignment was not based on a requested minimum valuation,
      a specific valuation, or the approval of a loan.

11.   The market and prospective values of the Leased Fee interest in the
      subject property, subject to the Assumptions and Limiting Conditions
      stated herein, are estimated to be:

         As Is:               $2,230,000     Effective Date: November 20, 1997
         Prospective Value
          Upon Completion:    $2,600,000     Effective Date: February 1, 1998


/s/ James E. Lamb

James E. Lamb, MAI
State Certified General Real Estate Appraiser
Licensee #CG-557


- --------------------------------------------------------------------------------
(C)1994 Huber & Lamb Appraisal Group, Inc.                              Page 129
<PAGE>

                                                                 INTRODUCTION TO
                                           PORTFOLIO SALE MARKET VALUE ESTIMATES
================================================================================

INTRODUCTION

      This analysis is presented in a brief format in order that descriptions
and analysis is not replicated from the previous section representing the
appraisal report of the total shopping center. The following analysis relies
heavily on the data and analysis previously presented and must remain a part of
the total shopping center appraisal report to be fully understood by the reader.

      In addition to the appraisal of the subject previous market value
estimate, the client has requested a value estimate assuming the subject
property is part of a defined portfolio sale of 18 retail properties included in
the client's loan package. Since all 18 properties are in the client's loan
package, the portfolio valuation assumption requested is reasonable,
particularly in assisting the client in the underwriting process. A summary of
the 18 properties is provided as an exhibit to this report section.

      The reader should note that Huber & Lamb has only completed appraisals on
seven of the properties, which include the following:

      1.   Brownsville Plaza
      2.   Hollywood Video, Paducah, KY
      3.   Delchamps Plaza
      4.   Chicot Crossing
      5.   One Main Place
      6.   Eckerds, Franklin, TN
      7.   Hollywood Video/Jiffy Lube, Franklin, TN
         
      The appraiser has been provided the rentrolls for the remaining 11
properties. Since the appraiser has not appraised or inspected the remaining 11
properties, it must be assumed that these 11 properties are at least the same
general quality of investment as the six properties appraised by Huber & Lamb.
We have had discussions with the appraiser of the remaining 11 properties, which
tends to support this assumption.

      The only reliable technique and approach to value is considered to be the
direct capitalization approach of the income capitalization approach to value.
This is the only approach that can adequately address the financial issues
involved in the specialized value requested.

FACTORS EFFECTING PORTFOLIO VALUATIONS

      The appraisers have had numerous conversations with institutional lenders,
brokers and retail investors to determine if a portfolio purchase could have an
effect on individual property overall rates as compared to the individual,
non-portfolio sales of similar properties. The question presented to each was
"Does a portfolio purchase have an effect on the overall rate as compared to
individual property transactions?" The surveyed individuals included the
following:


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 131
<PAGE>

                                            PORTFOLIO SALE MARKET VALUE ESTIMATE
- --------------------------------------------------------------------------------

Institutional Lenders:                  Prudential Insurance, Vice President of
                                        Comptrollers and Valuation, Newark, NJ
                                        office

                                        New York Life, Regional Appraiser -
                                        Southeast Region

Broker:                                 Cushman & Wakefield, Atlanta - broker
                                        specializing in shopping center sales
                                        and portfolio transactions

Investor:                               Highwoods REIT, Vice President -
                                        primarily office and industrial investor
                                        in the southeast region of the US

                                        Itochu International, New York Office
                                        Vice President - Japanese investor
                                        representative and consultant with
                                        significant background in portfolio
                                        investments and consultations

      The following summary of general factors effecting portfolio valuations
represent the general consensus of the people surveyed.

      1.    Geographic Dispersion

            Portfolios with properties in the same geographical region are
            preferred. However, for retail portfolios, dispersion in various
            locations within the region is preferred to spread out the potential
            risks of swings in local economies and retail markets.

      2.    Quality of Properties in the Portfolio

            The people surveyed indicated this factor can have a significant
            effect on the portfolio valuation. If all properties are low
            quality, riskier properties, the portfolio overall rates could very
            well be higher than the overall rate for individual property sales.
            However, if the quality of properties is good (i.e., well anchored
            centers with 10+ year remaining terms, age, location within their
            markets), the portfolio overall rate will be positively effected as
            compared to the overall rate for individual property sales.

      3.    Total Dollar of Portfolio Investment

            Assuming favorable geographic dispersion and quality of properties,
            the total dollar amount of the portfolio investment must be large
            enough to attract investors that would be willing to pay a premium
            for overall investment. Those surveyed respondents that indicated a
            dollar amount indicated the total portfolio investment would
            probably have to exceed $25 million.

      All of the respondents generally indicated that their opinions are based
on the current market conditions. One gave the example that the same scenario
approximately five years ago, during a real estate recession, would probably
yield a discount on value (i.e., a higher overall rate). However, current and
recent market conditions over the past two years have been very strong.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 132
<PAGE>

                                            PORTFOLIO SALE MARKET VALUE ESTIMATE
- --------------------------------------------------------------------------------

      SUBJECT PORTFOLIO CONCLUSIONS: The general portfolio was described to each
person surveyed including type of shopping center, general locations, percentage
of anchor, remaining term of anchors and potential minimum of total dollar
investment for the 18 property portfolio. All of the persons surveyed indicated
that based on the information provided, the subject portfolio appears to be a
good quality investment portfolio based on the primary criteria previously
described.

SURVEYED RESPONDENTS INDICATION OF PORTFOLIO EFFECT ON THE OAR

      The respondents all tended to agree that, based upon the description of
the subject portfolio, the overall rate of a portfolio purchase should have a
positive effect as compared to the individual property overall rates. The
institutional lender respondents tended to be more vague in their responses. The
two respondents that appeared to have the most experience in this matter and
provided more detailed responses were the Cushman & Wakefield broker and the
Itochu investor/consultant. The most active portfolio buyers are currently Real
Estate Investment Trusts (REITs); however, other national investor types such as
pension funds, life companies and foreign investors are also active in portfolio
purchases. The following summarizes their individual assessments.

CUSHMAN & WAKEFIELD BROKER:             The broker discussed potential effects
                                        on the overall rate in a broad and
                                        somewhat vague ranges. He indicated this
                                        was intentional because so many factors
                                        must be considered. One important factor
                                        is the motivation of the buyer.

                                        The broker indicated very generally that
                                        a portfolio purchase can definitely have
                                        a 25 basis point positive effect (i.e.,
                                        reduction) on overall rates. If the
                                        portfolio ranks well in the quality of
                                        properties category previously
                                        discussed, it is the brokers opinion
                                        that the reduction in overall rate range
                                        is 50 basis points to about 100 basis
                                        points.

ITOCHU INVESTOR/CONSULTANT:             A true portfolio analysis truly
                                        consolidates the cash flows of all
                                        properties in the portfolio into one
                                        cash flow analysis. The consolidated
                                        cash flow analysis should probably yield
                                        an annual cash flow appreciation of 2%
                                        to 4%. This will accommodate the
                                        analysis of a true internal rate of
                                        return for the overall portfolio in
                                        total.

                                        The investor would be looking for a true
                                        internal rate of return of approximately
                                        20% to 25%. Based on the description of
                                        the subject portfolio, a 20% internal
                                        rate of return would be the most
                                        probable targeted rate. The analysis
                                        should be based upon a hypothetical
                                        "loan" at an interest rate reflective of
                                        alternative cost of funds. This could be
                                        either 130+/- basis points above 10 year
                                        treasuries or 175+/- basis points above 
                                        LIBOR.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 133
<PAGE>

                                            PORTFOLIO SALE MARKET VALUE ESTIMATE
- --------------------------------------------------------------------------------

                                        Based on the respondents experience,
                                        this will probably have an approximate
                                        50+/- to 100+/- basis point reduction in
                                        the overall rate as compared to 
                                        individual property overall rates.

                                        Since the appraisers did not appraise
                                        all 18 properties in the subject
                                        portfolio, we have applied these
                                        criteria to the individual subject
                                        property cash flow. The implied
                                        alternative cost of funds, or
                                        hypothetical interest rate range equates
                                        to 7% to 7.5% and the hypothetical loan
                                        was derived based upon a 1.15 debt
                                        coverage ratio. This discounted cash
                                        flow analysis values under these two
                                        scenarios ranged from 8.58% to 8.92%.
                                        This compares to the original individual
                                        property sale valuation overall rate of
                                        9.75%. Thus, a 100 basis point reduction
                                        appears to be justified.

CONCLUSION

      Obviously, it is difficult to utilize matched pairs comparison to
determine the effect of portfolio investments on the overall rate because it can
be highly subjective what the overall rate should have been assuming properties
sold on an individual basis. Therefore, the appraiser had to rely on the
opinions of real estate professionals experienced in this type of transaction.
All persons surveyed suggested that a portfolio similar in quality to the
subject portfolio should generate a lower overall rate than the overall rate
assuming the properties sold individually. The two most reliable sources tended
to suggest ranges of a 50+ to 100+/- basis point lower overall rate on a 
portfolio sale. Only one source provided a solid mathematical calculation to
estimate the overall rate range. Based on the previous analysis, the most
probable effect on the subject's overall rate is a 100 basis point reduction of
the original individual property sale valuation overall rate of 9.75%, or 8.75%.

      The Stabilized Operating Statement net operating income utilized in the
following calculation is the same as the original net operating income presented
earlier in this report.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 134
<PAGE>

                                            PORTFOLIO SALE MARKET VALUE ESTIMATE
- --------------------------------------------------------------------------------

                          ESTIMATED SUBJECT AS IS VALUE
                            ASSUMING A PORTFOLIO SALE

         ==========================================================
             NOI        /        OAR          =      Value Estimate
         ----------------------------------------------------------
           $252,799     /        8.75%        =        $2,889,128
         ----------------------------------------------------------

         ----------------------------------------------------------
          Portfolio Sale Value Estimate                $2,890,000
         ----------------------------------------------------------
          Less: Deferred Maintenance                            0
         ----------------------------------------------------------
          Less: Lease-Up Costs to Stabilization          (360,000)
         ----------------------------------------------------------
          As Is Portfolio Sale Value Estimate          $2,530,000
         ==========================================================

FINAL CONCLUSIONS OF ASSUMED PORTFOLIO SALE VALUE

      In view of the previous analyses, the market value of the subject
property, contingent to the Assumptions and Limiting Conditions presented
herein, and particularly assuming the subject is part of a sale of the defined
portfolio of properties, as of November 20, 1997, is estimated to be $2,530,000.

      SPECIAL LIMITING CONDITION: The reader is reminded that the a true
portfolio valuation typically derives a value estimate based on the combined
cash flows of all properties within the portfolio. The total value estimate is
sometimes allocated to individual properties within the portfolio and sometimes
not allocated. As a result, portfolio valuation can have varying effects on
individual property values within the portfolio to a minor degree in a positive
or negative direction. The estimated subject portfolio sale value represents the
most probable overall effect on the subject property value, within reasonable
parameters, and in conjunction with the overall portfolio, given the information
available and stated herein.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 135
<PAGE>

                                            Portfolio Sale Market Value Estimate
- --------------------------------------------------------------------------------

NOM SHOPPING CENTER PORTFOLIO SUMMARY

<TABLE>
<CAPTION>
                                                                                                            Years
Name             Location         Size (GLA)    Anchor         Anchor Size (GLA)  % Anchor  Expiration  Remaining
- ----             --------         ----------    ------         -----------------  --------  ----------  ---------
<S>              <C>                  <C>       <C>                       <C>        <C>       <C>             <C>  <C>
Brownsville                                     
 Place           Brownsville, TN      76,762    Wal-Mart                  54,962     71.6%     4/17/10         13    54962
                                                
Greenbrier                                      
 Station         Anniston, AL         62,540    Winn Dixie                44,900     71.8%     1/28/17         20
                                                Revco Drugs                9,240     14.8%     1/31/12         15
                                                                         -------    -----                     
                                                Total Anchor              54,140     86.6%                           54140
                                                
59 West          Bessemer, AL         95,591    Winn Dixie                44,090     46.1%    07/31/16
                                                Drugs For Less            18,000     18.8%     8/31/11
                                                                         -------    -----                     
                                                Total Anchor              62,090     65.0%                           62090
                                                
Clanton                                         
 Marketplace     Clanton, AL          57,150    Winn Dixie                35,000     61.2%     3/10/13         16
                                                Harco Drugs                8,450     14.8%     3/20/06          9
                                                                         -------    -----                     
                                                Total Anchor              43,450     76.0%                           43450
                                                
Betts Crossing   Opelika, AL          58,400    Winn Dixie                44,000     75.3%     12/1/16         19    44000
                                                
Opp                                             
 Marketplace     Opp, AL              25,350    B.C. Moore                16,900     66.7%      8/2/06          9
                                                Harco                      8,450     33.3%    11/15/08         11
                                                                         -------    -----                     
                                                Total Anchor              25,350    100.0%                           25350
                                                
Russell                                         
 Crossing        Phenix City, GA      72,312    Winn Dixie                45,500     62.9%     12/7/08         11
                                                Big B Drugs                9,000     12.4%    11/28/03          6
                                                                         -------    -----                     
                                                                          54,500     75.4%                           54500

Parker                                          
 Shopping                                       
 Center          Pensacola, FL        68,680    Winn Dixie                44,000     64.1%     6/25/17         20
                                                Scotty's                  19,880     28.9%     2/28/06          9
                                                                         -------    -----                     
                                                                          63,880     93.0%                           63880
                                                
The Y            Panama City,         64,848    Winn Dixie                46,422     71.6%    11/30/14         17
                                                Eckerd Drugs              10,354     16.0%     7/28/09         12
                                                                         -------    -----                     
                                                                          56,776     87.6%                           56776
                                                
29 North         Pensacola            58,040    Winn Dixie                44,000     75.8%    11/30/17         20
                                                Big B                      9,240     15.9%    11/30/12         15
                                                                         -------    -----                     
                                                                          53,240     91.7%                           53240
                                                
Nine Mile                                       
 Plaza           Pensacola           191,787    Winn Dixie                46,372     24.2%    08/29/06          9
                                                Eckerds                    8,640      4.5%    09/30/05          8
                                                TJX                       78,000     40.7%    10/31/12         15
                                                                         -------    -----                     
                                                                         133,012     69.4%                           133012
                                                
Hollywood                                       
 Video           Paducah, KY           7,488    Hollywood Video            7,488    100.0%    09/26/12         15
                                                
Mandeville                                      
 Marketplace     Mandeville, LA       77,785    Winn Dixie                53,986     69.4%     9/30/16         19
                                                FNBC                      10,500     13.5%     9/11/03          6
                                                                         -------    -----                     
                                                                          64,485     82.9%                           64486
                                                
Delchamps                                       
 Plaza           Long Beach, MS       62,859    Delchamps                 35,059     55.8%     7/31/09         12
                                                Big B Drugs                9,000     14.3%     7/31/99          2
                                                                         -------    -----                     
                                                                          44,059     70.1%                           44059
                                                
Chicot                                          
 Crossing        Pascagoula, MS      122,360    Winn Dixie                47,300     38.7%     3/24/16         19
                                                Harco                     10,125      8.3%     1/31/11         14
                                                Goody's                   27,435     22.4%     3/31/06          9
                                                                         -------    -----                     
                                                                          84,860     69.4%                           84860
                                                
One Main Place   Pascagoula, MS       68,566    Brunos (Food World)       47,802     69.7%     4/30/13         16
                                                Big B/Revco               10,064     14.7%     8/31/05          8
                                                                         -------    -----                     
                                                                          57,866     84.4%                           57866
                                                
Hollywood                                       
 Video/Jiffy                                    
 Lu              Franklin, TN          9,305    Hollywood Video            7,488     80.5%     8/31/12         15
                                                Jiffy Lube                 1,817     19.5%     8/31/05         20
                                                                         -------    -----                     
                                                                           9,305    100.0%                            9305
                                                
Eckerd           Franklin, TN         10,908    Eckerd                    10,908    100.0%    11/30/17         20    10908
                                   ---------                             -------    -----                     
Total Portfolio                                 
 GLA                               1,190,731                             916,884     77.0%                     13  916,884
                                                
No. of                                          
 Properties                               18    
</TABLE>

                                                
- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 136
<PAGE>

                                         CERTIFICATION OF VALUE - PORTFOLIO SALE
================================================================================

We certify that, to the best of our knowledge and belief, . . .

1.    The statements of fact contained in this report are true and correct.

2.    The reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions, and are our personal,
      unbiased professional analyses, opinions, and conclusions.

3.    We have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved.

4.    Our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of subsequent event.

5.    Our analyses, opinions, and conclusions were developed, and this report
      has been prepared, in conformity with the Uniform Standards of
      Professional Appraisal Practice published by the Appraisal Foundation and
      the Standards of Professional Practice of the Appraisal Institute.

6.    The use of this report is subject to the requirements of the Appraisal
      Institute relating to review by its duly authorized representatives.

7.    As of the appraisal date, James E. Lamb, MAI, has completed the
      requirements of the continuing education program of the Appraisal
      Institute.

8.    Craig A. Johnson made a personal inspection of the property that is the
      subject of this report. James E. Lamb, MAI did not inspect the subject
      property.

9.    No one provided significant professional assistance to the person(s)
      signing this report.

10.   This appraisal assignment was not based on a requested minimum valuation,
      a specific valuation, or the approval of a loan.

11.   AS IS MARKET VALUE OF PROPERTY ASSUMING PORTFOLIO SALE

      The market value of the Leased Fee interest in the subject property,
      subject to the Assumptions and Limiting Conditions stated herein,
      particularly assuming the subject is part of the defined 18 property
      portfolio sale, as of November 20, 1997 is estimated to be:

                TWO MILLION FIVE HUNDRED THIRTY THOUSAND DOLLARS
                                  ($2,530,000)


/s/ James E. Lamb

James E. Lamb, MAI
Review Appraiser
State Certified General Real Estate Appraiser
Licensee #CG-557 (Tennessee)


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 137
<PAGE>

                                                       SUMMARY OF QUALIFICATIONS
                                                              JAMES E. LAMB, MAI
================================================================================

EDUCATION

Attended the University of North Alabama, Fall 1977 through Spring 1979.
Graduate of the University of Mississippi, BBA Banking and Finance, May, 1981;
MBA Finance, August, 1982.

PROFESSIONAL AFFILIATIONS

The Appraisal Institute, The Volunteer State Chapter; MAI Designation -
Certification No. 8254. Continuing education completion status - through
December 31, 1997

The National Association of Realtors, Member; local affiliation - Nashville
Board of Realtors.

STATE CERTIFICATIONS

State of Tennessee Certified General Real Estate Appraiser - Licensee #CG-557

ACCREDITED APPRAISAL COURSES
    THE APPRAISAL INSTITUTE:

     Course    101     Introduction to Appraising Real Property
     Course    1A-1    Real Estate Appraisal Principles
     Course    1A-2    Basic Valuation Procedures
     Course    1B-A    Capitalization Theory and Techniques, Part A
     Course    1B-B    Capitalization Theory and Techniques, Part B
     Course    2-1     Case Studies In Real Estate Valuation
     Course    2-2     Valuation Analysis and Report Writing
     Course            Standard of Professional Practice, Part A
     Course            Standard of Professional Practice, Part B
     Seminar           Hazardous Materials in Real Property
     Seminar           Persuasive Styles in Narrative Report Writing
     Seminar           Advanced Income Capitalization Overview

    OTHER

     Real Estate Principles
     Real Estate Finance
     Commercial and Investment Real Estate
     Project Seminar

PROFESSIONAL EXCHANGE TO FOREIGN COUNTRIES

Participated as a delegate of People to People International's Citizen
Ambassador Program - Real Estate Delegation to Russia and Lithuania. Discussions
focused on the privatization of real estate in these countries as they converted
real estate ownership from the government to the private sector. Issues specific
to this process included real estate law fundamentals, real estate tax issues,
real estate valuation and attracting foreign real estate investment.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 138
<PAGE>

                                                       Summary of Qualifications
                                                              JAMES E. LAMB, MAI
- --------------------------------------------------------------------------------

PROFESSIONAL EXPERIENCE

Appraisal experience includes retail, industrial, office, multi-family,
mixed-use land developments and special-purpose properties. Special-purpose
property assignments include hotels, manufacturing facilities, restaurants,
right-of-ways and retirement facilities. Appraisals have been utilized for
mortgage loans, eminent domain, feasibility analyses, gift and estate tax, and
corporate management decisions.

EXPERT WITNESS

Qualified as an expert witness in several real estate court cases. Court
appearances have been in Middle Tennessee, East Tennessee and West Tennessee
federal bankruptcy courts. Also, Mr. Lamb has qualified as an expert in federal
bankruptcy court in Pennsylvania (Philadelphia) and Georgia (Atlanta).

Mr. Lamb has appeared before an Administrative Judge for the State of Tennessee
State Board of Equalization.

EMPLOYMENT HISTORY

Currently employed with Huber & Lamb Appraisal Group, Inc., and is a principle
in the company. Mr. Lamb is the principle in charge of the commercial real
estate division of the company and is the managing partner of the firm.

Previously employed as Vice President and primary MAI with Dengel, Lamb & Huber
prior to purchasing the assets and operations of DLH in October 1991.

Previously employed by Crosson Dannis, Inc., a Dallas, Texas appraisal firm,
from March 1983 through June 1987 as a staff appraiser.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 139
<PAGE>

                                                                         ADDENDA
================================================================================

CONTENTS

Exhibit 1                    Jiffy Lube Lease
Exhibit 2                    Insurance Valuation


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 140
<PAGE>

                                                                       EXHIBIT 1
                                                                JIFFY LUBE LEASE
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                        LAND AND BUILDING LEASE AGREEMENT

      This Lease Agreement (the "Lease Agreement") is made as of this 21st day
of October, 1997, by and between NEWTON OLDACRE MCDONALD, LLC (hereinafter
called "Landlord"), and CINCINNATI LUBES, INC., a Florida corporation
(hereinafter called "Tenant").

      In consideration of the foregoing and of the covenants, conditions,
representations, and warranties set forth herein, Landlord and Tenant do
understand, covenant and agree as follows:

1. LEASED PREMISES. Landlord hereby leases and demises to Tenant, and Tenant
hereby takes and hires from Landlord, upon the terms and conditions set forth
herein, that certain 1,817 square feet of real property, and any improvements to
be constructed thereon (the "Improvements"), located in Woodlands Commercial
Subdivision, Franklin, Tennessee (the "Development"), and abutting that certain
7,500 square foot building, now occupied by Hollywood Video, as shown on
attached Exhibit A (collectively, the "Premises").

      Tenant and its employees, agents and invitees are also granted the right
to the non-exclusive use of such roadways, parking areas, equipment, signs,
special services, and other areas and services for the common and joint use of
Tenant, Landlord and any other tenants leasing space in the Development (the
"Common Areas"). Landlord shall be responsible for maintenance of the Common
Areas.

2. TERM. The term of this Lease (the "Term") shall commence the earlier to occur
of (i) opening for business of Tenant's quick lubrication center on the
Premises, or (ii) thirty (30) days after the issuance of a Certificate of
occupancy (the "Commencement Date"). The initial Lease term shall expire twenty
(20) Lease Years after the Commencement Date unless sooner terminated as
provided herein.

      The term "Lease Year" as used herein shall mean a period of twelve (12)
consecutive full calendar months. The first Lease Year shall begin on the
Commencement Date if the Commencement Date shall occur on the first day of a
calendar month; if not, then the first Lease Year shall commence upon the first
day of the calendar month next following the Commencement Date. Each succeeding
Lease Year shall commence upon the anniversary date of the first day of the
first Lease Year.

3. RENEWALS. Provided Tenant shall not then be in default hereunder, Tenant
shall have the option to extend the Term for


                                        1
<PAGE>

four (4) additional five-year periods ("Renewal Periods"), upon the same terms
and conditions set forth herein. Tenant shall exercise such renewal options by
notifying Landlord of such intent not less than ninety (90) days prior to the
end of the Term or the then current Renewal Period.

4. RENT. Beginning on the Commencement Date, Tenant agrees to pay rent for the
Premises (the "Rent"), in the amount of Ninety-One Thousand an No/100 Dollars
($91,000.00) per annum, payable in twelve equal monthly installments of Seven
Thousand Five Hundred Eighty-Three and 34/100 Dollars ($7,583.34) each. Rent
shall be due and payable on the first day of every calendar month for the then
current month. In the event that the Commencement Date shall be on a day other
than the first day of the month, then the first and last rental payments, if
applicable, shall be adjusted for the proportionate fraction of the entire month

5. CONDITIONS. The following are conditions precedent to this Lease becoming
effective, which Tenant has ninety (90) days from the date hereof to satisfy:

            (a) That all applicable laws and regulations including zoning
      regulations will allow the construction and operation of Tenant's oil
      change/lubrication service center;

            (b) That the results of such soil boring percolation, or
      environmental contamination tests as may be conducted by Tenant on the
      Premises are acceptable to Tenant. If such tests show conditions
      unsatisfactory to Tenant, Landlord shall have the option but not the
      obligation to cure such condition. In the event Landlord shall elect to
      cure such condition he shall notify Tenant within ten (10) days from
      receipt of Tenant's test results and shall thereafter act diligently to
      cure the condition. Tenant may retest the soil within ten (10) days of
      Landlord's cure of unsatisfactory conditions. In the event the retest
      shows conditions unsatisfactory to Tenant, Landlord shall have the option
      but not the obligation to have the Premises retested by a third engineer
      who shall be designated by Landlord's engineer and Tenant's engineer
      jointly and whose decision shall be binding on the Landlord and the
      Tenant. The cost of the third test shall be borne by Landlord. Tenant
      shall have the right to enter on the Premises to conduct soil tests, which
      shall not constitute commencement of construction. Tenant shall indemnify
      Landlord against any injury to any person or property caused by the
      conduct of Tenant's tests;

            (c) That all necessary building permits are obtained in accordance
      with Tenant's plans and specifications;


                                       2
<PAGE>

            (d) That curb cuts satisfactory to Tenant can be obtained;

            (e) That the Premises are approved for development by Tenant's
      Franchisor, Jiffy Lube International, Inc.;

            (f) That any environmental requirements assessments imposed by any
      state, federal, or local government are, in Tenant's reasonable opinion,
      acceptable;

            (g) That all utilities for Tenant's full use and enjoyment of the
      Premises including water, sewer and/or septic system, electric, gas and
      telephone are available at the property line of the Premises or Landlord
      will cause them to be available at the property line. Tenant shall pay
      utility hookup and installation charges but only if the charges, in
      Tenant's reasonable discretion, are reasonable;

            (h) That the results of a title report, commitment or policy
      furnished show good title in Landlord and no condition, restriction, lien,
      encumbrance, easement, covenant or defect (hereinafter collectively called
      "Defects") which, in Tenant's reasonable opinion, would adversely affect
      Tenant's use and enjoyment of the Premises. If the title report discloses
      any defects, Landlord shall have sixty (60) days, after receipt of notice
      of the defect from Tenant, to cure defects. If the defects are not cured
      Tenant may elect to declare the Lease null and void, as indicated below;
      and

            (i) That a survey obtained by Tenant discloses that (A) no easement,
      restriction set back lines, encroachments or other matters which would
      adversely affect Tenant's intended use and enjoyment of the Premises; and
      (B) the location, area, dimensions and shape of the Premises are as
      represented by Landlord.

      Subject to Landlord's right to cure defaults as set forth in herein, if
any of the foregoing conditions are not met within one hundred and twenty (120)
days from the date hereof, this Lease shall be null and void and shall have no
further force or effect and neither party shall have any liability to the other
for the termination of the Lease. Provided if Tenant elects to waive any such
foregoing condition, this Lease shall continue as written.

6. CONSTRUCTION OF SERVICE FACILITY. Tenant shall develop or cause to be
developed building plans and specifications (collectively the "Plans") for the
construction of a standard Jiffy Lube Service Facility within thirty (30) days
from the date


                                       3
<PAGE>

hereof. Tenant shall deliver the building plans and specifications to Landlord
for written approval, which approval shall not be unreasonably withheld or
delayed. If Landlord has not responded to Tenant regarding the approval of the
Plans within five (5) business days following receipt by Landlord, the Plans
shall be deemed approved.

      Upon approval by Landlord, two original sets of Plans shall be initialed
and delivered to each party. Landlord hereby agrees that Tenant may erect the
Jiffy Lube Facility substantially in accordance with the Plans, and such
construction shall caused to be in a good and workmanlike manner. All trade
fixtures, tanks, machinery, equipment and all other personal property kept or
installed upon the Premises shall be the personal property of the Tenant, and
shall not be deemed attached to or become part of the realty.

      In connection with the construction of the Jiffy Lube Facility, Tenant may
use, move, remove or alter any building, structure, sign, tank, curbing,
pavement, driveway, or other improvement, as necessary to construct the
facility, provided that Tenant repairs any damage caused to existing
improvements. Upon execution of this Lease, Tenant and Landlord shall promptly
and diligently, proceed to obtain all necessary governmental permits and
approvals for the construction and development contemplated in this Lease.

7. CONSTRUCTION COSTS. Upon issuance of the Certificate of Occupancy for the
Jiffy Lube Facility, Landlord shall pay to Tenant the sum of $360,000.00 as an
agreed upon amount of reimbursement for the cost of constructing the facility.
If Landlord fails to pay this amount within five (5) business days after notice
of the issuance of the Certificate of Occupancy, the Rent shall be reduced to
One Dollar ($1.00) annually until such time as the amount is paid in full to
Tenant. Tenant shall be responsible for the costs of construction of the Jiffy
Lube Facility, which shall include (i) the actual cost of construction of the
Jiffy Lube Facility, (ii) the cost of all site work, and (iii) the soft costs,
which shall be defined as the cost of all necessary permits, construction
insurance, soil and subsurface, engineering, surveys, title insurance and
related fees, reasonable real estate brokerage fees, utility connection fees,
delivery charges, appraisals, architectural fees blueprints, and "tap-on" fees
for utility services for the Premises. Landlord shall be responsible bringing
utilities to the Premises, including any costs associated therewith.

8. SURRENDER OF LEASED PREMISES. Tenant shall, at the expiration or termination
of the Lease, leave, surrender and vacate the Premises free of Tenant's
property, in good order and repair and broom clean, ordinary wear and tear and
insured


                                       4
<PAGE>

casualty loss (as described herein), excepted. At the expiration or termination
of the Lease, Tenant shall have no obligation to remove any alterations made to
the Premises.

      Any holding over by Tenant after this Lease has expired shall be
considered an extension of this Lease on a month-to-month basis only. During
such holding over, Tenant shall pay rent monthly at 1.5 times that portion of
the Rent which was payable under this Lease during the last month of the
preceding Term or Renewal Period.

9. USE. Tenant may use Premises for any lawful purposes, provided that Tenant
shall not substantially alter the building or the Premises without Landlord's
written consent which shall not be unreasonably withheld or delayed.

10. MAINTENANCE AND REPAIR. Tenant, at its expense, shall be responsible for the
maintenance and repair of the interior portions of the Premises, the parking
lot, the exterior plate glass, as well as repair and maintenance of the
plumbing, HVAC system, and such other fixtures used in connection with the
operation of a business on the Premises. Landlord shall maintain and keep in
good repair the foundation, roof, exterior walls and other structural portions
of the Premises.

      Tenant shall be solely responsible for and shall promptly pay all charges
for all utilities and services used by Tenant in the Premises. Landlord has the
right to enter the Premises periodically, at any reasonable time during normal
business hours, to inspect the condition of the Premises.

11. ALTERATIONS. Tenant may from time to time make certain alterations in the
Premises in order to renovate the Improvements or to accommodate changes in the
arrangements of its fixtures, display or merchandise and/or equipment, decor,
and methods of operation. In this regard, Tenant shall have the right to remodel
the Premises, as Tenant deems appropriate, including but not limited to
relocation or removal of interior partitions, relocation or extension of
electrical wiring or fixtures, replacement of floor coverings, painting, and
other such alterations, additions, or modifications; provided, however, that:

            (a) Such alterations shall conform to applicable building laws and
      rules or regulations of those governmental authorities having jurisdiction
      thereof;

            (b) Landlord's prior written consent, which shall not be
      unreasonably withheld, shall be obtained by Tenant before Tenant enlarges
      the size of the building on the Premises or


                                       5
<PAGE>

      makes any alteration which would likely affect the structural integrity of
      the building;

            (c) All such work shall be performed at Tenant's sole cost and
      expense in a good and workmanlike manner;

            (d) When returned to Landlord, the Premises shall be free of any
      liens arising from such work conducted by Tenant; and

            (e) Tenant agrees to pay promptly when due the entire costs of
      Tenant's alterations, to defend, indemnify and save Landlord harmless from
      and against all injury, loss, claims, or damage to any person or property
      occasioned by or growing out of such work. If any claim for a lien arises
      against the Premises by reason of work undertaken by Tenant, and such
      claim is not discharged, bonded or otherwise satisfied by Tenant within
      sixty (60) days after Tenant is made aware of such lien(s), Landlord may
      pay such claim and proceed to obtain the discharge and release thereof,
      together with all court costs and all attorney's fees immediately upon
      demand.Nothing contained in this Lease is intended to, nor shall be
      construed by anyone to, permit the creation of any lien against Landlord's
      interest in the Premises.

12. FIXTURES. All fixtures, machinery and equipment of whatsoever nature placed
or installed on the Premises by the Tenant at its expense shall remain its
personal property and Tenant shall have the right (but is under no obligation)
to remove such personal property at any time; provided however, Tenant
indemnifies and holds Landlord harmless from and against all damages to the
Premises resulting from such removal.

13. INSURANCE. Tenant shall maintain insurance with respect to the Premises
against loss or damage by fire and other casualties covered by the standard
extended coverage endorsement to the full replacement value of the Improvements
thereon, exclusive of foundations and excavations. Such insurance shall be
procured from a responsible and financially sound insurance company or companies
reasonably, satisfactory to Landlord, and may, in whole or in part, be carried
as part of a blanket policy or policies covering other property insured by
Tenant. Such insurance policy shall name Landlord as an additional insured. In
the event of loss under any such policies, the insurance proceeds shall be held
in trust by Tenant for the reconstruction and repair of the Premises in
accordance with Section 11 herein.

      Tenant shall, at Tenant's sole cost and expense, maintain general public
liability insurance against claims for personal injury, death or property damage
occurring upon, in or about the


                                       6
<PAGE>

Premises. Such insurance shall afford combined single limit liability protection
in an amount not less than One Million Dollars ($1,000,000.00) and Landlord
shall be named in such liability policy as an additional insured. Insurance to
be carried by Tenant hereunder may be in the form of blanket insurance policies
covering similar locations insured by Tenant. Such liability insurance shall be
procured from a responsible and financially sound insurance company or companies
reasonably satisfactory to Landlord.

      Evidence of all such insurance shall be provided to Landlord and all such
policies shall provide that no cancellation shall be effective until at least
thirty (30) days after receipt by Landlord and by Tenant of written notice
thereof.

14. DESTRUCTION. If the Premises or any portion thereof shall be damaged or
destroyed by fire or other insurable casualty, Tenant shall (except as provided
below) promptly, at its sole cost and expense, remove any resulting debris and
make such repairs, restoration, or rebuilding to the extent that is necessary to
provide the Tenant with equal utility, design and construction to that which
existed prior to such damage or destruction and this Lease shall remain in full
force and effect.

      If during the last two (2) years of the Term or last two years of a
Renewal Period, the Lease Premises are damaged or destroyed to the extent of
more than fifty percent (50%) of then current replacement cost thereof, Tenant
shall have the right and option to terminate this Lease by giving Landlord
notice of such election within thirty (30) days after such damage or destruction
has taken place, and if such notice is given, then this Lease shall terminate as
of the date Tenant vacates the Premises, which date shall be no later than
thirty (30) days after the giving of such notice. Upon the termination of the
Lease by Tenant in accordance with the provisions of this Section, all right,
title and interest of Tenant in and to any insurance proceeds shall be promptly
assigned by written instrument to Landlord and any insurance proceeds, less and
except insurance proceeds for Tenant's personalty, inventory or business
interruption, shall be promptly paid to Landlord.

15. CONDEMNATION. It is understood and agreed that if the whole of the Premises
shall be taken for any public or quasi-public use under any statute, by right of
eminent domain, or by private purchase by any public authority in lieu of the
exercise the right of eminent domain, or if any part of the Premises is so taken
and the part not so taken is insufficient for the reasonable operation of
Tenant's business, in the reasonable opinion of Tenant, then in either of such
events, this Lease shall cease and expire on the date when possession shall be
taken


                                       7
<PAGE>

of the Premises or part thereof and all rents, taxes, and other charges shall be
prorated and paid to such date.

      In the event that only a part of the Premises is so taken and the part not
so taken shall be sufficient for the reasonable operation of the Tenant's
business, this Lease shall remain unaffected except:

            (a) The Tenant shall be entitled to a prorated reduction in the rent
      to be paid hereunder after the date of such taking, based on the
      proportion which the space so taken bears to the space originally demised,
      provided that consideration shall be given to the respective values of the
      space taken and the space not taken; and

            (b) The Tenant shall promptly after such partial taking, and at the
      Tenant's sole cost and expense, restore that part of the Improvements not
      so taken to as near its former conditions as the circumstances will permit
      and the Landlord shall contribute to the cost thereof the net award
      actually received by the Landlord, after payment of reasonable expenses of
      collection, including reasonable attorney's fees, which shall be
      specifically attributed to the improvements by the condemnation court, or
      if not so attributed, as shall be agreed upon by Landlord and Tenant,

      In case of any such taking, whether all or any part of the Premises,
regardless of whether this Lease survives, the entire award shall belong solely
to the Landlord, and the Tenant hereby assigns such award to the Landlord;
provided, however, Landlord shall have no interest in any award made to Tenant
for lose of business or for the taking of Tenant's fixtures, land or personal
property within the Premises paid for by Tenant and the value of any
improvements made by Tenant and for relocation expenses it a separate award for
such items is available to Tenant. Tenant shall be entitled to make claim in its
own name to the condemning authority for the value of said fixtures and personal
property and loss of business. If Tenant is precluded from a separate recovery
for the value of fixtures, personal property, improvements and loss of business,
then Landlord shall contribute to Tenant a proportionate share of Landlord's
condemnation award attributable thereto.

16. CHANGE OF OWNERSHIP. No change of ownership or right to receive rent or
assignment of this Lease or rent hereunder shall be binding upon Tenant unless
and until Tenant has been furnished with a certified, executed or photographic
copy of the instrument evidencing such change or assignment or other proof
thereof satisfactory to Tenant. If the change of ownership occurs through the
death of a person or persons entitled to receive rent


                                       8
<PAGE>

hereunder, Tenant may continue to pay rent as provided in this Lease or may
withhold and accrue rent until Tenant has been furnished with evidence
satisfactory to Tenant of the persons entitled to receive such rent.

17. SUBORDINATION AND NON-DISTURBANCE AND ATTORNMENT. This Lease and all of the
rights of Tenant hereunder are and shall be subject and subordinate to the lien
of any and all mortgages, deeds to secure debts or other security instruments
hereinafter placed on the Premises or any part thereof (except the Tenant's
property, including trade fixtures), and to any and all renewals, modifications,
consolidations, replacements, extensions, or substitutions of any such
instruments (all of which are hereinafter termed the "Mortgage" or "Mortgages");
provided however, each or all of such Mortgages shall contain a provision, or a
separate instrument shall be executed by the holder of any Mortgage, to the
effect that so long as Tenant is not in default under this Lease or any renewal
thereof, no foreclosure of the lien of said Mortgage or any other proceeding in
respect thereof shall impair or otherwise adversely affect any interest or
rights whatsoever of the Tenant under said Lease, with the condition that Tenant
reaffirms the Lease Agreement at the time of foreclosure and attorns to the
rights of the new title holder.

      Such subordination shall be automatic without the execution of any further
subordination agreement by Tenant. If, however, a written subordination
agreement, consistent with this provision, is required by a holder of a
Mortgage, Tenant agrees to execute and deliver the same.

18. TAXES. Tenants shall pay all of the real and personal property taxes levied
or assessed against the Premises, and all Improvements for any and all periods
during the Term and the Renewal Periods, if any, and also its pro rata share of
all such taxes levied or assessed thereon for any period, part of which is
included in the Term or any Renewal Period. If by law any such tax may, at the
option of the taxpayer, be paid in installments (whether or not interest may
accrue on the unpaid balance of such tax), Tenant may exercise the option to pay
the same (and any accrued interest on the unpaid balance of such tax) in
installments over the longest period allowed by law.

      Landlord agrees that Tenant shall have the right, at Tenant's cost and
expense, to contest the legality or validity of any of the taxes which are to be
paid by Tenant pursuant to the foregoing provisions, Tenant shall nevertheless
pay and continue to pay, as the same become due and payable, such impositions
under protest, and Tenant shall be entitled to any and all refund(s) of taxes
obtained through such contest, Landlord shall, at Tenant's request, execute or
join in executing


                                       9
<PAGE>

documents necessary in connection with any such contest, but at no cost or
expense to Landlord. Landlord agrees to forward to Tenant in a timely manner the
periodic statement for taxes contemplated by this Section, or to join in those
formalities necessary to ensure that such statements are sent directly to
Tenant. In the event that taxes applicable to the Premises may not be readily
identified and separated as such from the taxes assessed on real property of
which the Premises are part, then Tenant shall pay its pro rata share of the
taxes assessed against the Premises, based on the ratio of the square footage of
the Premises to the total square footage of the other real property included in
the tax bill.

19. QUIET ENJOYMENT. Landlord represents and agrees that Landlord has lawful
title, free and clear of any liens, encumbrances, tenancies and restrictions of
any kind and has the right to make this Lease for the term aforesaid and
Landlord will provide Tenant with reasonably acceptable evidence thereof prior
to the time at which Tenant takes possession of the Premises. Landlord covenants
that if Tenant shall timely pay the rental and perform all the covenants and
provisions of this Lease to be performed by Tenant, the Tenant shall peaceably
and quietly occupy and enjoy the full possession of the Premises during the Term
and the Renewal Period, if applicable, without molestation or hindrance by the
Landlord or any person(s) claiming under or through the Landlord.

      Landlord represents that at delivery of possession of the Premises to
Tenant, Landlord, to the best of its knowledge, is not aware of any lack of
compliance with statutes, rules and regulations of governmental authorities
having jurisdiction with respect to the Premises. Landlord's liabilities, duties
and obligations under the Lease shall be only for the period during which it
shall be the owner of the Premises.

20. ENVIRONMENTAL. Landlord represents and warrants that neither the Premises
nor Landlord (as with respect to its ownership of the Premises), are in
violation of or subject to any existing, pending or, threatened investigation or
inquiry by any governmental authority or to any remedial obligations under any
applicable laws pertaining to health or the environment (such laws as they now
exist or are hereafter enacted and/or amended are hereinafter sometimes
collectively called "Environmental Laws"), including without limitation the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended by the Superfund Amendments and Reauthorization Act of 1986 (as
amended, hereinafter called "CERCLA"), the Resource Conservation and Recovery
Act of 1976, as amended by the Used Oil Recycling Act of 1980, the Solid Waste
Disposal Act Amendments of 1980, and the Hazardous and Solid Waste Amendments of
1984 (as amended, hereinafter called "RCRA"), all applicable state and


                                       10
<PAGE>

local statutes and any and all regulations, rules and ordinances promulgated
pursuant thereto, as each of said laws and regulations may be amended from time
to time.

      Tenant represents and warrants to Landlord that, Tenant will operate the
Premises in accordance with the Environmental Laws, and agrees to promptly
notify Landlord if Tenant becomes aware of any facts, conditions or
circumstances, or any investigation or inquiry arising pursuant to any
Environmental Laws. Tenant further represents and warrants to Landlord that
Tenant will obtain any and all permits, licenses or similar authorizations
necessary to construct, occupy, operate, or use any buildings, improvements,
fixtures or equipment in connection with any of the Premises (including any
improvements constructed or to be constructed) by reason of Environmental Laws;
and Tenant agrees that it will not in its use of the Premises dispose of or
release oil or petroleum products, toxic or hazardous substances or solid wastes
(in amounts, states or concentrations prohibited or restricted) on the Premises
(the terms "hazardous substance" and "released" shall have the meaning specified
in CERCLA, and the terms "solid waste" and "disposal," "dispose" or "disposed"
shall have the meanings specified in RCRA, except that if such acts are amended
to broaden the meanings thereof, or if the laws of the State of Tennessee define
such terms more broadly, then the broader meanings shall apply herein).

      Landlord and Tenant agree to indemnify each other and hold each other
harmless from any and all claims, damages, fines, judgments, penalties, costs,
liabilities, or losses (including, without limitation, any and all sums paid for
settlement of claims, attorney's fees, consultant, and expert fees) arising from
the other party's breach of the provisions of this Section.

21. RIGHT OF FIRST REFUSAL. If at any time during the Term, or any extensions
hereof, the Landlord shall receive a bona fide offer to purchase the Premises or
Lease the Premises at the expiration of the Term and any extensions, then
Landlord shall send the Tenant a copy of the proposed contract or lease and
notify the Tenant of the intention of the Landlord to accept the same. The
Tenant shall have the right for twenty (20) days from receipt of such notice to
accept the terms of said contract or lease in writing and within thirty (30)
days thereafter to purchase or lease the Leased Premises for the price and on
the terms specified in said contract or lease. If the Tenant shall so elect
within the said period, the Landlord may then sell or lease the Premises to the
proposed grantee or Tenant on the same price and terms set forth in the contract
or lease sent to the Tenant.


                                       11
<PAGE>

      In the event Tenant fails to exercise the foregoing right of first refusal
in connection with the proposed sale or lease, than such right shall be
extinguished upon the consummation of said sale or lease; however, if such sale
or lease is not consummated, this right of first refusal shall remain in effect.
Any sale of the Premises to a third party in accordance with the terms of this
Section shall in no way be deemed to limit the term of this Lease, as extended,
or Tenant's Purchase Option referred herein.

22. SIGNS. It is understood and agreed that Landlord shall, subject to the
requirements of the appropriate governmental authorities, permit Tenant to erect
on the Premises, at Tenant's expense. It is the responsibility of Tenant to
investigate the rules and regulations of any and all appropriate governmental
authorities governing sign size and location and to obtain any necessary
approval. The ability to obtain approval of a free standing or other sign by
appropriate governmental authorities will not be deemed a condition to this
Lease and the failure to obtain same shall in no event be a basis for
termination hereof.

23. ASSIGNMENT/SUBLET. Tenant may sublet the Premises or assign its interest in
this Lease provided Landlord is given reasonable assurance of such assignee's or
sublessee's financial ability to meet its obligations under this Lease or a
sublease, as reasonable determined by Landlord. In such event, Tenant shall
remain liable for performing all of tenant's obligations under this Lease, and
shall retain any rent from assignee or sublessee in excess of the Rent due
hereunder. in the event of a default of an assignee or subtenant, Tenant shall
have the right to reoccupy the Premises. Without limiting the generality of the
foregoing, Landlord acknowledges that Tenant is a franchisee of Jiffy Lube
International, Inc. and upon Tenant's request, Landlord agrees to execute and
deliver a contingent assignment and assumption agreement substantially in the
form attached hereto as Exhibit B.

24. RIGHT OF FIRST REFUSAL. If at any time during the term of this Lease, or any
extensions hereof, the Landlord shall receive a bona fide offer to purchase the
Premises or Lease the Premises at the expiration of the term and any extensions,
then Landlord shall send the Tenant a copy of the proposed contract or lease and
notify the Tenant of the intention of the Landlord to accept the same. The
Tenant shall have the right for twenty (20) days from receipt of such notice to
accept the terms of said contract or lease in writing and within thirty (30)
days thereafter to purchase or lease the Premises for the price and on the terms
specified in said contract or lease. If the Tenant shall so elect within the
said period, the Landlord may then sell or lease the Premises to the proposed
grantee or Tenant on the same price and terms set forth in the contract or lease
sent to the Tenant.


                                       12
<PAGE>

      In the event Tenant fails to exercise the foregoing right of first refusal
in connection with the proposed sale or lease, then such right shall be
extinguished upon the consummation of said sale or lease; however, if such sale
or lease is not consummated, this right of first refusal shall remain in effect.
Any sale of the Premises to a third party in accordance with the terms of this
Section shall in no way be deemed to limit the term of this Lease, as extended.

25. CHATTEL MORTGAGES. Upon request of Tenant or Tenant's assignees or any
subtenant, Landlord shall execute and deliver any consent or waiver forms
submitted by any vendors, chattel mortgagees or owners of any trade fixtures,
machinery, equipment, furniture or other personal property of any kind and
description kept or installed on the Premises by Tenant or any assigns or
subtenant setting forth the fact that Landlord waives, in favor of such vendor,
chattel mortgagee, or any owner, any lien, claim, interest or other right
therein superior to that of such vendor, chattel mortgagee, or owner. Landlord
shall further acknowledge that property covered by such consent or waiver forms
is personal property and is not to become a part of the realty no matter how
affixed thereto and that such property may be removed from the Premises by the
vendor, chattel mortgagee, or owner at any time upon default by the Tenant or
any assigns or subtenant under the terms of such chattel mortgage or other
similar documents, free and clear of any claim or lien of Landlord.

26. LEASEHOLD MORTGAGES. Tenant and every successor and assign of Tenant is
hereby given the right by Landlord in addition to any other rights herein
granted, without Landlord's prior written consent, to mortgage (including
conveyance by deed of trust) its interests in this Lease, under one or more
leasehold mortgages and assign this Lease, upon the condition that all rights
acquired under such mortgages shall be subject to each and all of the covenants,
conditions and restrictions set forth in this Lease, and to all rights and
interests of Landlord herein, none of which covenants, conditions or
restrictions is or shall be waived by Landlord by reason of the right given so
to mortgage such interest in this Lease, except as expressly provided herein.

      If Tenant and/or Tenant's successors and assigns shall mortgage this
leasehold, and if the holder of such mortgage shall, within thirty (30) days of
execution send to Landlord a true copy thereof together with written notice
specifying the name and address of the mortgagee and the pertinent recording
date with respect to such mortgage, Landlord agrees that so long as any such
leasehold mortgage shall remain unsatisfied of record or until written notice of
satisfaction is given by the holder to Landlord, the following provisions shall
apply:


                                       13
<PAGE>

            (a) There shall be no cancellation, surrender or modification of
      this Lease by joint action of Landlord and Tenant without the prior
      consent in writing of the leasehold mortgagee,

            (b) Landlord shall, upon serving Tenant with any notice of default,
      simultaneously serve a copy of such notice upon the holder of such
      leasehold mortgage. The leasehold mortgagee shall thereupon have the same
      period, after service of such notice upon it, to remedy or cause to be
      remedied the defaults complained of, and Landlord shall accept such
      performance by or at the instigation of such leasehold mortgagee as it the
      same had been done by Tenant.

            (c) Anything herein contained notwithstanding, while such leasehold
      mortgage remains unsatisfied of record, or until written notice of
      satisfaction is given by the holder to Landlord, if any default shall
      occur which, pursuant to any provision of this Lease, entitles Landlord to
      terminate this Lease, and if before the expiration of ten (10) days from
      the date of service of notice of termination upon such leasehold
      mortgagee, such leasehold mortgagee shall have notified Landlord of its
      desire to nullify such notice and shall have paid to Landlord all rent and
      other payments herein provided for, and then in default, and shall have
      complied or shall commence the work of complying with all of the other
      requirements of this Lease, if any are then in default, and shall
      prosecute the same to completion with reasonable diligence, then in such
      event Landlord shall not be entitled to terminate this Lease and any
      notice of termination theretofore given shall be void and of no effect.

            (d) If Landlord shall elect to terminate this Lease by reason of
      default of Tenant, the leasehold mortgagee shall not only have the right
      to nullify any notice of termination by curing such default, as aforesaid,
      but shall also have the right to postpone and extend the specified date
      for the termination of this Lease as fixed by Landlord in its notice of
      termination, for a period of not more than six (6) months, provided that
      such leasehold mortgagee shall cure or cause to be cured any then existing
      money defaults and meanwhile pay the rent and comply with and perform all
      of the other terms, conditions and provisions of this Lease on Tenant's
      part to be complied with and performed, other than past non-monetary
      defaults, and provided further that the leasehold mortgagee shall
      forthwith take steps to acquire or sell Tenant's interest in this Lease
      Agreement by foreclosure of the mortgage or otherwise and shall prosecute


                                       14
<PAGE>

      the same to completion with all due diligence. If at the and of said six
      (6) month period the leasehold mortgagee shall be actively engaged in
      steps to acquire or sell Tenant's interest herein, the time of said
      mortgagee to comply with the provisions of this Section shall be extended
      for such period as shall be reasonably necessary to complete such steps
      with reasonable diligence and continuity. The provisions of this Section
      shall not be construed to limit or impair Landlord's right to exercise any
      remedies it may have as the beneficiary of a leasehold mortgage on the
      Premises.

            (e) Landlord agrees that the name of the leasehold mortgagee may be
      added to the "Loss Payable Endorsement" of any and all insurance policies
      required to be carried by Tenant hereunder on condition that the insurance
      proceeds are to be applied in the manner specified in this Lease, if set
      forth herein, and that the leasehold mortgage or collateral document shall
      so provide,

27. DEFAULT BY TENANT. Each of the following shall comprise a Tenant's default
hereunder:

            (a) If Tenant shall fail to make punctual payment of any rent
      payable under this Lease when and as the same shall become due and
      payable, and such failure shall continue for a period of fifteen (15) days
      following written notice of such default by Landlord to Tenant; provided
      that Landlord shall not be required to give such notice more than twice a
      year; or

            (b) If Tenant shall fail in the performance of or compliance with
      any of the covenants, agreements, terms, or conditions contained in this
      Lease other than that referred to in the foregoing subsection (a) above,
      and such failure shall continue for a period of thirty (30) days after
      written notice thereof from Landlord to Tenant, or in the case of a
      default or a contingency which cannot with due diligence be cured within
      such period of thirty (30) days, Tenant fails to proceed promptly and with
      all due diligence to cure the same and thereafter to prosecute the curing
      of such default with all due diligence (it being intended that in
      connection with a default not susceptible of being cured with due
      diligence within thirty (30) days that the time of Tenant within which to
      cure the same shall be extended for such period as may be necessary to
      complete the same with all due diligence); or

            (c) If Tenant shall file a voluntary petition in bankruptcy or shall
      file any petition or answer seeking any


                                       15
<PAGE>

      reorganization, arrangement, composition, readjustment, liquidation,
      dissolution, or similar relief under the present or any future federal
      bankruptcy act or any other present or future applicable federal, state,
      or other statute or law, or shall seek or consent to or acquiesce in the
      appointment of any trustee, receiver, or liquidator of Tenant or of all or
      any substantially all of its properties or of the Premises; or

            (d) If within sixty (60) days after the commencement of any
      proceeding against Tenant seeking any reorganization, arrangement,
      composition, readjustment liquidation, dissolution, or similar relief
      under the present or any future federal bankruptcy act or any other
      present or future applicable federal, state, or other statute or law, such
      proceeding shall not have been dismissed, or if within sixty (60) days
      after the appointment, without the consent or acquiescence of Tenant, of
      any trustee, receiver, or liquidator of Tenant or of all or any
      substantial part of its properties or of the Premises, such appointment
      shall not have been vacated or stayed on appeal or otherwise, or if within
      sixty (60) days after the expiration of any such stay, such appointment
      shall not have been vacated,

28. LANDLORD'S REMEDIES. Upon the occurrence of a material default by Tenant,
Landlord shall have the option to terminate this Lease, and take possession upon
completion of any necessary court proceedings for eviction or ejectment. The
parties agree that the pursuit of any of remedies contained herein shall not
preclude pursuit of any of the other remedies provided by law, nor shall pursuit
of any remedy herein provided constitute a forfeiture or waiver of any rent due
to Landlord hereunder or of any damages accruing to Landlord by reason of the
violation of any of the terms, provisions and covenants herein contained. In
addition, forbearance by Landlord to enforce one or more of the remedies
provided herein upon a Tenant's Default shall not be deemed or construed to
constitute a waiver of such default.

29. LANDLORD'S DEFAULT. If any default by Landlord under the terms of this Lease
are not cured by Landlord within sixty (60) days after written notice thereof
from Tenant, Tenant may cure the same for the account of Landlord and the amount
of any sums reasonably paid by Tenant for such purpose shall promptly be paid by
Landlord to Tenant; provided however, if such default materially interferes with
Tenant's operation of its business on the Premises, Landlord agrees to cure such
default as soon as possible, and if not cured within ten (10) days, Tenant may
cure such default. Defaults which cannot be cured within sixty (60) days (or ten
(10) for defaults materially interfering with business operations) are subject
to the exercise of due diligence


                                       16
<PAGE>

as contained in Subsection 23 (b) herein. Notwithstanding any provision
contained in this Section or elsewhere in this Lease, this Lease and the
obligation of Tenant to pay rent hereunder and perform all other covenants and
agreements hereunder to be performed on the part of Tenant shall in no manner be
affected, impaired or excused because Landlord defaults in the performance of
any of its covenant or agreements hereunder. Provided, however, Landlord's
defaults do not materially impair Tenant's right of possession and interests
pursuant to this Lease Agreement.

30. WAIVER OF SUBROGATION. If permitted under the parties' respective insurance
policies, Landlord and Tenant agree that neither party shall be liable to the
other for any loss or damage which is covered by insurance carried by either
party, and hereby mutually waive their respective rights of recovery against
each other for any loss insured by fire, extended coverage and other property
insurance policies existing for the benefit of the respective parties.

31. WAIVER. No waiver of any condition or covenant of this Lease by either party
shall be deemed to imply or constitute a further waiver of the same or of any
other condition or covenant of this Lease Agreement.

32. ESTOPPEL CERTIFICATE. any time and from time to time, the parties agree
within ten (10) days following request in writing from the other party, to
execute, acknowledge and deliver to the requesting party a statement in writing
certifying that this Lease is unmodified and in full force and effect (or if
there have been modifications that the same is in full force and effect as
modified and stating the modifications), the dates to which the rent and other
charges have been paid.

33. BROKERS. Richard Connora is the sole real estate broker involved in the
transaction contemplated by this Lease. As between Landlord and Tenant, Landlord
in responsible for paying any and all commissions due to this broker. Tenant
hereby indemnities and holds harmless Landlord from and against any and all
liability and cost which Landlord may surfer in connection with any and all real
estate brokers claiming by, through or under Tenant, seeking any commission fee
or payment in connection with this Lease. Landlord hereby indemnifies and holds
harmless Tenant from and against any and all liabilities and cost which Tenant
may suffer in connection with real estate brokers claiming by, through or under
Landlord, seeking any commission, fee or payment in connection with the Lease or
any rights flowing therefrom.


                                       17
<PAGE>

34. NOTICES. All notices and demands required or permitted to be given by either
party to the other under this Lease shall be in writing, sent certified mail,
return receipt requested, postage prepaid, or by Federal Express or other
reputable overnight courier service, or by hand delivery and shall be deemed to
have been received upon hand delivery, or one (1) business day following deposit
with Federal Express or other reputable overnight courier service, or four (4)
days following deposit in the U.S. Mail if sent by certified mail to the address
shown below or to such other address as either party may designate by notice to
the other.

       Landlord's Address for Notice:
       Newton Oldacre McDonald, LLC
       Suite 200
       200 31(st) Avenue North
       Nashville, Tennessee 37203
       Attn: Mark McDonald

       Tenant's Address for Notice:

       Cincinnati Lubes, Inc.
       790 Pershing Road
       Raleigh, North Carolina 27608
       Attn: Stephen P. Conway

35. PRIOR AGREEMENTS. This Lease contains all of the agreements of the parties
hereto with respect to matters covered or mentioned in this Lease, and no prior
agreements or understanding pertaining to any such matters shall be effective
for any purpose. This Lease may be amended or added to only by an agreement in
writing signed by the parties hereto or their respective successors in interest,

36. JOINT VENTURE OR PARTNERSHIP. Nothing contained in this Lease shall be
construed to be or create a Partnership or joint venture between the parties
hereto.

37. COVENANT NOT TO COMPETE. During the term hereof, Landlord shall not, except
with the prior written consent of Tenant, directly or indirectly engage in, or
acquire any financial or beneficial interest in, or grant a lease to any persons
to engage in an automotive oil change or lubrication service establishment of
any type within a radius of ten (10) miles from the Premises. The foregoing
restrictions and limitations shall, if Landlord is a corporation or a
partnership, apply to all activities of officers, directors, subsidiaries,
partners and affiliates of Landlord, Upon Tenant's request, Landlord agrees to
execute and have recorded any necessary document Tenant may prepare to
effectuate the foregoing covenant.


                                       18
<PAGE>

38. SEVERABILITY. Any provisions of this Lease which shall prove to be invalid,
void or illegal shall in no way affect, impair or invalidate any other provision
hereof and such other provision shall remain in full force and effect.

39. RECORDING. At the request of either party hereto, both parties shall execute
a short form memorandum of this Lease for recording in the county registry. The
cost of recording such memorandum, including any transfer or recording, shall be
paid by the party requesting such recording.

40. GOVERNING LAW. This Lease shall be governed by the laws of the State in
which the Premises are located.

41. TIME IS OF THE ESSENCE. Time is of the essence with respect to the
performance of every provision of this Lease.

42. SUCCESSORS AND ASSIGNS. The terms, conditions and covenants of this Lease
shall be binding upon and shall inure to the benefit of the parties hereto,
their successors and assigns.

43. CAPTIONS. The Section captions are used only as a matter of convenience and
are not to be considered a part of this agreement as such.

44. FORCE MAJEURE. In the event the Landlord or Tenant shall be delayed,
hindered in or prevented from performance of any act required hereunder by
reason of strikes, lockouts, labor troubles, inability to procure materials,
failure of power, restrictive governmental laws or regulations, riots,
insurrection, war or other reason beyond their control, then performance of such
act shall be excused for the period of the delay and the period for the
performance of any such act shall be extended for a period equivalent to the
period of such delay.


                                       19
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have each caused this Lease to be
executed as of the day and year first above written.

                                      LANDLORD:

                                      NEWTON OLDACRE MCDONALD, LLC


                                      By:__________________________
                                         Manager

                                      TENANT:

                                      CINCINNATI LUBES, INC.


                                      By: /s/ R. Lewis Stanford
                                          --------------------------
                                          R. Lewis Stanford,
                                          Vice President


                                       20
<PAGE>

                                   Exhibit A

                                    Site Map

                               [GRAPHIC OMITTED]
<PAGE>

                                   Exhibit B

Store No.:
Real Estate No.:
Property:

                 CONTINGENT ASSIGNMENT AND ASSUMPTION AGREEMENT

      THIS CONTINGENT ASSIGNMENT AND ASSUMPTION AGREEMENT, is made as of
___________ ,1996 by and between ________________________. ("Assignor"), Jiffy
Lube International of Maryland, Inc., a Maryland corporation ("Assignee") and
_____________, ("Lessor") .

      FIRST, Assignor is a tenant of certain property generally known by the
address set forth above, pursuant to a Lease dated __________ ,1996, by and
between Lessor and Assignor (the "Lease").

      SECOND, Assignor has a franchise to operate a Jiffy Lube(V service center
on the leased property pursuant to a Franchise Agreement (the "Franchise
Agreement") dated March 28, 1996 by and between Assignor and Jiffy Lube
International, Inc. ("JLI").

NOW, THEREFORE, for consideration, the receipt and sufficiency of which is
acknowledged, the parties agree as follows:

                                   WITNESSETH

1. ASSIGNMENT

1.1 Assignor shall, and does hereby, assign its rights and delegate its duties
under the Lease to Assignee according to the terms and conditions set forth in
this upon the happening of any of the following events:

            (a) Default by Assignor under the terms of the Lease, which default
is not cured by Assignor within the time provided in the Lease.

            (b) Default by Assignor under the terms of the Franchise Agreement,
which default is not cured by Assignor within the time provided in the Franchise
Agreement.

            (c) Voluntary institution of an insolvency or bankruptcy proceedings
as a debtor or insolvent on the part of Assignor or involuntary insolvency or
bankruptcy proceedings brought against Assignor which are not dismissed within
60 days of their being filed.
<PAGE>

1.2 This assignment shall be effective as of the date (the "Effective Date") on
which Lessor receives notice from Assignee that:

            (a) Assignee will cure all previously noticed defaults of Assignor
under the Lease and that Assignee will, and does by such notice, assume all of
the Assignor's rights and obligations under the Lease, or

            (b) An event described in section 1.1 of this Agreement has occurred
and that Assignee will, and does by such notice, assume all of the Assignor's
rights and obligations under the Lease.

2. ASSIGNOR'S DEFAULT UNDER THE LEASE

Lessor agrees that during the term of the Lease, it will give Assignee Written
notice of all defaults of Assignor. Lessor further agrees to give Assignee ten
days, or the period provided to the Assignor in the Lease (whichever is longer)
("Assignor's Cure Period") within which to cure such a default. If Assignee
spends money to cure such a default, Assignor shall promptly reimburse Assignee
for the cost incurred by Assignee in connection with such performance, together
with interest thereon at the rate of two (2%) per month, or the highest rate
allowed by law. Nothing in this Agreement shall obligate Assignee to cure any
such default unless Assignee elects to assume the Lease. Lessor agrees not to
terminate the Lease as to Assignee before the end of the Assignee's Cure Period.

3. LESSOR'S CONSENT

Lessor hereby consents to the terms and provisions of this Agreement and to the
assignment of the Lease to the Assignee.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.


ASSIGNEE:                                      ASSIGNOR:


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

By:_____________________                  By:_____________________


LESSOR:


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

By:_____________________
<PAGE>

                                                                       EXHIBIT 2
                                                             INSURANCE VALUATION
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

INSURANCE VALUATION

      The insurance valuation utilizes the basic cost estimates presented in the
Cost Approach. However, certain cost items must be excluded as well as the land
value estimate.

COST ITEMS EXCLUDED

1. Basement Excavation
2. Foundations Below Ground
3. Piping Below Ground
4. Architects' Fees

Source:  Marshall Valuation Service, Marshall & Swift
         Section 96, Pages 1-2

DEPRECIATION ITEMS EXCLUDED

      Given the nature and purpose of the valuation, any external obsolescence
is excluded as a depreciation item. In addition, functional incurable resulting
from basic design parameters such as the site plan/layout of the improvements is
excluded. However, functional incurable obsolescence from certain cost
components may be included. All other forms of depreciation are included.

      The cost summary for insurance valuation purposes is presented on the
following page.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

INSURANCE VALUATION - COST APPROACH SUMMARY

Property:         Hollywood Video/Jiffy Lube
Address:          1120 Murfreesboro Road
City:             Frankin
State:            Tennessee

================================================================================

DIRECT COSTS                                               Marshall Valuation
                                                           Cost Estimates
                                                           --------------
Structural Improvements
Hollywood Video       7,500 SF @       $54.30 /SF  =             $407,261
Jiffy Lube            1,817 SF @ Building All /SF  =             $360,000

Site Improvements
Asphalt Paving       25,000 SF @        $2.00 /SF  =  $50,000
Fence                     0 LF @       $13.00 /LF  =        0
Signage & Lighting:                                    10,000
Landscaping:                                            5,000
Site Work                                              50,000
                                                     --------
                     Subtotal Site Improvements:                  115,000
                                                               ----------

                     Total Direct Costs:                         $882,261

INDIRECT COSTS

                     Land Loan Interest:              $45,600
                     Lease-Up Costs:                   37,220
                     Additional Fees & Permits         50,000
                     Professional Fees:                20,000
                                                     --------
                     TOTAL INDIRECT COSTS:                        152,820
                                                               ----------

Total Direct and Indirect Costs:                               $1,035,081

Entrepreneurial Profit as % of Direct/Indirect Costs,Rd.   0%           0
                                                               ----------
Total Cost New of Improvements and Profit:                     $1,035,081

Less: Accrued Depreciation (Note Recognized In Insurable Value)         0
                                                               ----------
DEPRECIATED COST OF IMPROVEMENTS:                              $1,035,081

LESS: INSURANCE EXCLUSIONS
Basement Excavation(*)                  0.0%               $0
Foundations Below Ground(*)             3.4%          $35,193
Architects' Fees(**)                    5.7%          $59,000
Site Work & Improvements                             $115,000
                                                     --------
  Total Insurance Exclusions                                     (209,192)
                                                               ----------
Insurance Valuation by Cost Approach                             $825,888

                    INSURANCE VALUE ESTIMATE, ROUNDED            $826,000


(*)  Source: Marshall Valuation Service, Section 96
(**) Source: Marshall Valuation Service, Section 99



                                   DISCLAIMER

The appraisal report appearing below is addressed to NationsBank of Texas, N.A.
("NationsBank"). NationsBank does not represent that the presumptions or
conclusions in the appraisals are relevant or accurate and does not endorse the
conclusions set forth in the appraisal. Any value, presumption, or conclusion
regarding the property or properties appraised in the report must be verified
independently of NationsBank. This appraisal has not been approved by
NationsBank and is being transmitted without representation and warranty of
NationsBank.
<PAGE>

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

                                APPRAISAL REPORT

                             The Circles Apartments
                             2260-98 N. Main Street
                           Salinas, California 93906

                                       and

                             North Plaza Apartments
                            2310-2348 N. Main Street
                           Salinas, California 93906

                Effective Date of Appraisal: September 28, 1996

                                 APPRAISED FOR:

                           NationsBank of Texas, N.A.
                           Real Estate Risk Assessment
                           901 Main Street, 51st Floor
                            Dallas, Texas 75202-3714

                                  APPRAISED BY:

                            ROBERT SAIA & ASSOCIATES
                                313 Avalon Avenue
                          Santa Cruz, California 95060

- --------------------------------------------------------------------------------
<PAGE>

                          ROBERT SAIA, MAT & ASSOCIATES
                        Property Appraisers & Consultants
- --------------------------------------------------------------------------------

September 28, 1996

Mr. Gary D. Long
Real Estate Risk Assessment
NationsBank of Texas, N.A.
901 Main Street, 51st Floor
Dallas, Texas 75202-3714

Dear Mr. Long:

As requested, Robert Saia & Associates has completed a market value "as is"
appraisal of both the 319-unit apartment complex known as "The Circles," located
at 2260-98 N. Main Street and the 120-unit apartment complex known as "North
Plaza," located at 2310-48 N. Main Street, in Salinas, California. As
instructed, these complexes have been appraised together as one complex (i.e.,
439 units).

The property rights appraised are those of the leased fee interest. As of the
appraisal date, there are 308 occupied and 11 vacant units in "The Circles" and
115 occupied and 5 vacant units in "North Plaza" (3.6% vacancy rate). All but
approximately 80 units are on short-term leases (less than one year), thus there
is no leasehold or leased fee bonus values to consider. In other words, the fee
simple and leased fee values are the same.

The function of this appraisal is to aid in proper underwriting, loan
classification and/or disposition of the subject property in conjunction with a
pending portfolio purchase that includes the subject property. The effective
date of the appraisal is September 28, 1996, the first inspection date of the
property.

This report was prepared as a Complete Appraisal, Summary Report" following
generally accepted and established appraisal practices that comply with the
Uniform Standards of Professional Appraisal Practice (USPAP) and also in
accordance with the NationsBank Appraisal/Evaluation Guidelines for Appraisers.
As instructed, the cost approach has been omitted. Although the cost approach
has very little relevancy in the appraisal of apartment complexes in this area,
its omission may be considered by some to invoke the Departure Provision.

The Limiting Conditions and Assumptions contained at the conclusion of this
report are a vital part of the appraisal. There are no extraordinary assumptions
that affects the appraisal.

The market value estimate is based on an exposure time of four months. Based on
our analysis and investigation, as discussed in the attached summary appraisal
report, the


    Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095
<PAGE>

Page 2
Mr. Gary Long


Market Value "As Is" of The Circles Apartments and North Plaza Apartments, as of
September 28, 1996, is as follows:

      --------------------------------------------------------------------
                           TWENTY ONE MILLION DOLLARS
                                  ($21,000,000)
      --------------------------------------------------------------------

The above is the value of the real estate only. Personal property value is
nominal, and plays no significant role in the operation of the apartments. If
you should have any questions, please contact our office.

Respectfully Submitted


/s/ Robert Saia
Robert Saia, MAI
OREA Cert. #AG003191 (exp. 12/7/96)


    Robert Saia & Associates 3)3 Avalon Avenue Santa Cruz, CA (408) 458-9095
<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


                                TABLE OF CONTENTS

Summary of Salient Facts ...................................................  1
Purpose of the Appraisal ...................................................  3
Function of the Report .....................................................  3
Valuation Date .............................................................  3
Property Right Appraised ...................................................  4
Location and Property Identification .......................................  4
Property History & Ownership ...............................................  4
Project Overview ...........................................................  4
The Extent of the Appraisal Process ........................................  5
Competency Statement .......................................................  7
Regional Description .......................................................  8
City of Salinas ............................................................ 19
Salinas Apartment Market ................................................... 22
Neighborhood Description ................................................... 23
Site Analysis .............................................................. 24
Current Taxes & Assessments ................................................ 26
Improvement Description .................................................... 29
Highest and Best Use Analysis .............................................. 32
The Appraisal Process ...................................................... 34
Income Capitalization Approach ............................................. 35
Sales Comparison Approach .................................................. 54
Reconciliation of the Value Estimates ...................................... 64
Marketing Period Estimate .................................................. 65
Exposure Period Estimate ................................................... 65
Allocation of F,F&E ........................................................ 66
Assumptions and Limiting Conditions ........................................ 68
Certification of Appraisal ................................................. 71

ADDENDA
Photographs of the Subject Property
Maps
Floor Plans
Apartment Building Sales Sheets
Rent Roll and Operating Statements
Qualifications


    Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095
<PAGE>

The Circle & N. Plaza Apartments. Salinas. CA


                            SUMMARY OF SALIENT FACTS
- --------------------------------------------------------------------------------

CLIENT:                             NationsBank

PROJECT NAME:                       The Circles Apartments/North Plaza
                                    Apartments

NO. OF UNITS:                       439

ADDRESS:                            2260-98 & 2310-48 N. Main Street, Salinas,
                                    CA

LOCATION:                           North Salinas

A.P.N.:                             253-111-014,015 & 253-121-025

THOMAS BROS. MAP:                   T.B. 225 A-1 (Monterey County)

CENSUS TRACT NO.:                   105.00

ZONING:                             R-H-2.3 (High Density Residential District)

RENT CONTROL:                       None (No pending)

HIGHEST & BEST USE:
     -As improved...                existing apartments
     -As vacant...                  high density residential development

PROPERTY RIGHTS APPRAISED:          Leased Fee Interest

SALE HISTORY OVER PAST 5 YEARS:     None

CURRENT OWNERSHIP:                  Betty O. Thysen Trust

UTILITIES:                          Municipal services (water, electricity and
                                    sewer) are available and connected.

LAND AREA:                          17.23 acres

SITE DENSITY:                       18.51 units per net acre

FLOOD ZONE:                         Zone B per Panel #060202- 0001 D (11/4/81)

TOTAL # RENTABLE UNITS              319-The Circles + 120-North Plaza 439; an
                                    additional unit (a lbr-1ba 753 sf plan) is
                                    used as a maintenance/storage room and is
                                    unavailable for rent.

YEAR BUILT:                         1979-83 & 1986

NET RENTABLE BUILDING AREA (sf):    274,885 sf plus 123,400 sf = 398,285 sf

COMMON AREA AMENITIES:              Security gated entrances, lawn areas,
                                    asphalt drives, concrete walks, 2 swimming
                                    pools, 1 jacuzzi, 1 exercise room, 1
                                    racquetball court, 2 tennis courts, 4
                                    laundry rooms (14'x 21' )/asphalt drives,
                                    concrete walks, 2 playground areas.

OCCUPANCY CHARACTERISTICS:
No. of Vacant Units:                11-The Circles + 5-North Plaza = 16 total
                                    units
No. of Pending Evictions:           5


   Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095    1
<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


ACTUAL NUMBER OCCUPIED UNITS:
     on 9/28/96 and OCCUPANCY RATE: 323(96.4%)


PROJECTED AVERAGE OCCUPANCY
     for the YEAR ENDING 1996:      96-97.0% (no significant. changes
                                    anticipated over next four months)

GROSS ACTUAL REVENUE
     as reported for 1995:          $3,024,558 (includes "other" income)

ACTUAL MONTHLY RENTAL INCOME
     as reported as of 9/28-96:     $295,339 (nic laundry and "other")

STABILIZED NET INCOME EST.
as of APPRAISAL DATE:               $1,873,800

EST. EXPOSURE and MARKETING TIME:   2-6 months marketing, 4 month exposure

CONDITIONS TO APPRAISAL:            No unusual conditions. Reference is made to
                                    Assumptions & Limiting Conditions in Addenda

================================================================================

 MARKET VALUE "as is": $21,000,000 September 28, 1996 (4 month exposure period)

================================================================================


   Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095    2
<PAGE>

PURPOSE OF THE APPRAISAL
================================================================================

The purpose of this appraisal is to estimate the market value "as is" of the fee
interest for the real estate only.

"Market Value," as used in this appraisal, is defined as "the most probable
price which a property should bring in a competitive and open market under all
conditions requisite to a fair sale, the buyer and seller, each acting prudently
and knowledgeably, and assuming the price is not affected by undue stimulus.
Implicit in this definition is the consummation of a sale as of a specified date
and the passing of title from seller to buyer under conditions whereby:

            o     Buyer and seller are typically motivated;

            o     Both parties are well informed or well advised, each acting in
                  what he considers his own best interests;

            o     A reasonable time is allowed for exposure in the open market;

            o     Payment is made in terms of cash in U.S. dollars, or in terms
                  of financial arrangement comparable thereto; and,

            o     The price represents the normal consideration for the property
                  sold unaffected by special or creative financing or sale
                  concessions granted by anyone associated with the sale."

            (*Source: Office of the Comptroller under 12 CFR, Part 34, Subpart
                Appraisals, 34.42 Definitions [f])

"Market value `as is' " means an estimate of the market value of a property in
the condition observed upon inspection and as it physically and legally exists
without hypothetical conditions, assumptions, or qualifications as of the date
of inspection.."

FUNCTION OF THE APPRAISAL
================================================================================

The function of this appraisal is for the exclusive use of NationsBank, its
subsidiaries, and/or affiliates, for loan underwriting purposes in conjunction
with a portfolio purchase that includes this property. It may be used in
connection with the acquisition, disposition and financing of the sale of the
property.

VALUATION DATE
================================================================================

The date of valuation is September 28, 1996. This is the date of the last
property inspection.


   Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095    3
<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


PROPERTY RIGHTS APPRAISED and DEFINED
================================================================================

The unencumbered fee simple estate of the property has been valued. This
ownership interest is defined as:

"Absolute Ownership Unencumbered by any other interest or estate; subject only
to the limitations of eminent domain, escheat, police power, and taxation".

Leases of seven to twelve months are considered short in duration and do not
create any favorable leaseholds by the tenants. Technically speaking, the leased
fee interest is being valued, although a percentage of the rental units are on a
month-to-month basis. Because of the nature of a short term lease, as well as a
strong correlation between contract and market rent, the value estimated for the
subject property is essentially reflective of the fee simple interest.

IDENTIFICATION and LOCATION OF SUBJECT PROPERTY
================================================================================

The subject property is north of E. Bolivar Street and south of Russell Road on
the east side of N. Main Street in the "North Salinas" section of the city. "The
Circles Apartments" are located at 2260-98 N. Main Street, and "North Plaza
Apartments" are at 2310-48 N. Main Street within the City of Salinas,
California, 93906. "The Circles" consists of two separate and distinct parcels
described by the Monterey County Assessor's Office as 253-111-014 and
253-111-015. "North Plaza" consists of one parcel described by the Monterey
County Assessor's Office as 253-121-025. A legal description is included in the
preliminary title report which is made a part of this appraisal.

PROPERTY HISTORY and OWNERSHIP
================================================================================

Title to the property is vested in:          Betty O. Thysen Trust

THE CIRCLES APARTMENTS & NORTH PLAZA APARTMENTS-OVERVIEW
================================================================================

The Circles Apartments is a 319 unit apartment complex located within a twenty
(20) building design layout on 17.23 acres. Circles Apartments is the largest
apartment complex north of U.S. 101 Freeway in Salinas. "Circles" was
constructed over a four (4) year period beginning in 1979. One additional unit
(a 1br/1ba 753 sf plan) is used as a maintenance and storage room. All units are
either one or two bedroom plans. North Plaza is a 120-unit apartment complex
located within a twenty-four (24) building design layout on 6.087 acres. "North
Plaza" was constructed in 1986 and shares an access over its southerly boundary
line with "The Circles" complex. Unit types consists of both one story one
bedroom plans or two-story townhouse style three bedroom two bathroom plans.
Access to The Circles is from three (3) different areas: the main access is from
N. Main Street; a rear access is from Perez Street; a third access is from a
shared asphalt paved street also used by residents of North Plaza. North Plaza
has only one access: it is the shared street along its southerly boundary line
with The Circles. All apartment units in both developments are provided with one
carport. There are an

   Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095    4
<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


additional 176 uncovered parking spaces that are available in The Circles; there
are an additional 125 uncovered spaces available in North Plaza.

Amenities offered by The Circles Apartments include lawn-greenbelt areas, two
swimming pools, one Jacuzzi, one exercise room, one racquetball court, two
tennis courts, and four laundry rooms (14' x 21'). North Plaza Apartments has
approximately one acre of its total area devoted to asphalt paved access that is
shared with The Circles Apartments. The resulting high density does not allow
for many amenities as found in The Circles Apartments. In addition to the
asphalt paved streets and greenbelt areas, there are only two children's
playgrounds. There are no swimming pools located exclusively within the North
Plaza Apartments. All of the units in The Circles and North Plaza have
fireplaces. Utilities provided by the landlord include water, trash removal,
sewer, and basic cable television. Each of the twenty (20) buildings in The
Circles is provided with a 250-gallon hot water heater. Each of the individual
apartments in North Plaza are served with a 30-gallon hot water heater.

Both The Circles Apartments and North Plaza Apartments are served by an office
manager's building located just past the security entrance gates fronting to N.
Main Street. This building is located adjacent to one of the swimming pools and
contains a gross building area of 1,407 square feet. The basic structure is wood
frame with exterior stucco finish over a concrete slab foundation. Architectural
design is considered contemporary. The interior is configured with three (3)
separate office rooms, a full kitchen, and a large open reception room dominated
by a large fireplace with a brick hearth. Ceiling is wood-beam cathedral-like
with two custom ceiling fan fixtures. There are also men's and women's
restrooms. The building makes good use of large glass panels providing a vista
of the adjacent pool and deck areas.

In conclusion, the overall exterior appearance of the subject property (both The
Circles Apartments and North Plaza Apartments) is considered above average to
good and reflective of other more recently constructed and competing high
density residential developments within the North Salinas area.

The reader is directed to the Improvement Description of this report for further
comments regarding the individual units and their respective interior
improvements.

THE EXTENT of THE APPRAISAL PROCESS
================================================================================

The extent of the appraisal process encompasses the necessary research and
analysis to prepare a report in accordance with the intended use, the Uniform
Standards of Professional Appraisal Practice as set forth by the Appraisal
Foundation, and the Standards of Professional Practice of the Appraisal
Institute.

With regard to the valuation of the subject property, the following steps were
involved:


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      1.    The property was last inspected and photographed on September 28,
            1996. This date is considered the "effective date" of this
            appraisal.

      2.    The overall exterior sites (The Circles Apartments and North Plaza
            Apartments) were personally inspected by the appraiser. The on-site
            office manager provided interior access to a representative sample
            of individual units within the developments. The resulting site and
            improvement descriptions were based on my inspection as well as on
            conversations with Lincoln Property Management representatives.

      3.    Regional, county, city, and neighborhood data were based on
            information taken from a variety of sources, including, but not
            limited to, City of Salinas Planning Department, Monterey County Tax
            Assessor's Office, City of Salinas Public Works Department, City of
            Salinas Building Department, the Association of Monterey Bay Area
            Governments, Salinas Chamber of Commerce, independent private
            studies, newspaper articles and my own files.

      4.    Research and investigation of current market conditions for
            apartment properties in the city of Salinas.

      5.    Interviews with brokers, appraisers, property owners and/or managers
            and lenders, as well as the relevant public agencies as described
            above.

      6.    The highest and best use was formed by information gathered in the
            previous steps.

      7.    After assembling and analyzing information defined in this extent of
            the appraisal process, final estimates of market value by each
            applicable valuation method were made.

      8.    And, finally, a single value estimate from within the concluded
            value by each approach was made. Greatest weight was given to those
            approaches felt to have the most influence on the purchasing
            decision.

Unless otherwise stated in the report, the existence of hazardous materials,
which may or may not be present on the property, was not observed by the
appraiser. The appraiser has no knowledge of the existence of such materials on
or in the property. The appraiser is not qualified, however, to detect such
substances. The presence of toxic or caustic substances or other potentially
hazardous materials may affect the value of the property. The value estimate is
predicated on the assumption that there are not such materials on or in the
property that would cause a loss in value. Any such findings which would
indicate otherwise could result in a decrease in value.


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COMPETENCY STATEMENT
================================================================================

In accordance with the competency provision in the USPAP, the appraiser
certifies that his education, experience and knowledge is sufficient to appraise
the type of property being valued (apartment complex) and that no appraiser has
provided significant professional assistance to the person inspecting the
subject property in the completion of the analysis other than those mentioned in
the Certification of Appraisal (see Addenda).

Robert Saia, MAI has appraised this property type in the past and has the
knowledge and experience necessary to complete this appraisal assignment. See
Appraiser's Qualifications in the Addenda for additional information.

The appraiser's analyses, opinions and conclusions were developed and this
report has been prepared in conformity with the Uniform Standards of
Professional Appraisal Practice (USPAP) Standards 1 - 3, and NationsBank
appraisal policy. This appraisal assignment was not based on a requested minimum
valuation, a specific valuation or the approval of a loan.

The Departure Provision in the USPAP was not utilized in the preparation of this
report.

The appraiser's compensation is not contingent upon the reporting of a
predetermined value or direction in value that favors the cause of the client,
the amount of the value estimated, the attainment of a stipulated result or the
occurrence of a subsequent event.

================================================================================


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REGIONAL ANALYSIS
================================================================================

Market value is affected by a number of externalities; e.g., geographic,
economic and environmental, governmental forces, utility, supply & demand and
effective purchasing power. Real estate is affected by externalities more than
any other economic good, service, or commodity. It is imperative that an
appraiser observe and analyze external influences in order to identify patterns
and trends, and how they relate to the subject property. Trends such as
population shifts, declining apartment occupancy rates, or increased housing
sales in an area are relevant in order to understand the real estate
marketplace. Thus the Regional Description & Analysis is important in this
appraisal because it establishes the basis for determining the highest & best
use of a property as well as information used in applying the three approaches
to value. The scope of this regional analysis relates to the type of property
being appraised, its complexity and the approaches used to estimate value.

Monterey County is located in a portion of California that is often referred to
as the "Central Coast," which encompasses the area known as the "Monterey
Peninsula." The county is oriented northwest to southwest, and runs parallel to
the Pacific Ocean. The county has a relatively long and narrow shape, with an
average of only 30 miles; elevations range from sea level to 5,844 feet atop
Junipero Sierra Peak, located 12 miles inland in the Santa Lucia Range.

Monterey County is bounded by the Pacific Ocean on the west, Santa Cruz County
to the north, San Luis Obispo county to the south, and San Benito, Kings and
Fresno counties to the east. The area is located approximately 125 miles south
of San Francisco and 350 miles north of Los Angeles. Approximately 105 miles of
California's 840 miles of coastline lie along the westerly boundary of Monterey
County.

On the whole, Monterey County has a rural orientation, with substantial tracts
of land devoted to agriculture and open space uses. The county encompasses 3,784
square miles, or approximately 2,127,400 acres of land area. An interesting
statistic is that nearly 27 percent of this total county area is
government-owned. Twenty-five percent is owned by the federal government with
major holdings such as Fort Hunter Liggett, Fort Ord, Los Padres National Forest
and Camp Roberts. The remaining two percent is controlled by the state and
county.

Geographical location and features exhibit strong influences on the county's
climate. The Pacific Ocean is responsible for the county's Mediterranean
climate, characterized by year round moderate temperatures, cool, dry summers,
and short, rainy seasons. Pacific winter storms are blocked by the Santa Lucia
Range, allowing considerably less rain to fall on the Salinas Valley.
Temperature and rainfall have important implications for the county's two major
economic staples, agriculture and tourism. Mild temperatures allow for
exceptionally long growing seasons for farming. Rainfall patterns, while
following predictably dry weather, require reservoir and ground water storage to
meet year round irrigation needs.


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The Circle & N. Plaza Apartments, Salinas, CA

Population

Approximately one half of the county's population lives within the seven
incorporated cities and adjoining unincorporated areas of the Monterey
Peninsula. The eight principal cities are Monterey, Marina, Seaside, Sand City,
Del Rey Oaks, Pacific Grove, Carmel-by-the Sea and Salinas. The incorporated
areas consist of 31.5 square miles, or about one percent of the county's total
land area. The major factor for the high population density of the Monterey
Peninsula vis-a-vis the rest of the county, is the unsurpassed natural beauty of
the area --especially the coastline and beaches.

Based on the most recent U.S. Census (January 1, 1990), the population of
Monterey County grew by approximately 24 percent during the last decade. This
growth has helped push the county's total population up to approximately 382,547
in 1994. For reference, the county's growth rate over the preceding decade was
just under the state's overall gain of 26 percent. In the previous census period
(1970--1980) the county's total population grew 17 percent, from 247,450 to
290,444.

While county's growth has been strong, the level varies from area to area. As
shown below, the population of Salinas, the largest city and the county seat,
increased by 35.2 percent between 1980 - `90. The growth in Salinas constitutes
approximately 43 percent of the county's total population increase during that
period. In contrast, the population of the city of Monterey increased by a more
modest 16 percent over that census period. As shown, not all communities in the
county experienced tremendous population growth. Population growth was much
steadier in the cities of Seaside, Pacific Grove and Del Rey. In large part,
growth in these communities is limited due to a lack of developable land.

MONTEREY COUNTY: Population Growth 1980 - '90
(1990 U.S. Census)

- --------------------------------------------------------------------------------
City/Area                     1980        1990      Total No.   % Change
- ---------                     ----        ----      ---------   --------
Salinas                      80,479     108,777      28,248      +35.2%
Seaside                      36,567      38,901       2,334       +6.4%
Monterey                     27,558      31,954       4,396      +16.0%
Marina                       20,647      26,436       5,789      +28.0%
Pacific Grove                15,755      16,117         362       +2.3%
King City                     5,495       7,634       2,139      +38.9%
Greenfield                    4,181       7,464       3,283      +78.5%
Soledad                       5,928       7,146       1,216      +20.5%
Gonzales                      2,891       4,660       1,769      +61.2%
Carmel-by-the-Sea             4,707       4,239        (468)      -9.9%
Del Rey Oaks                  1,557       1,661         104       +6.7%
Unincorporated Areas         84,679     105,252      20,573      +24.3%
- --------------------------------------------------------------------------------

The most recent population estimates show that the population of Monterey
County, based on the January 1, 1995 estimates for California cities and
counties prepared by the State of California Department of Finance, was 382,547.
Recent trends show most of the increase occurring in the Salinas Valley cities
rather than on the Monterey Peninsula. For example, in 1993, the fastest growing
city in the county was Soledad (+6.1%), with nearby Greenfleld (+5.3%) and Sand
City tying for second place. Population growth in Soledad is largely
attributable to an expansion of the


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state Correctional Facility and the development of two large residential
subdivisions. Greenfleld's city manager reported that population growth has been
spurred by reasonable prices for single family detached housing but that future
growth is limited due to a lack of land.

Based on projections by the State Finance Department, released in April 1993,
Monterey County is projected to post a 15.6 percent gain in population by the
year 2000 --representing an increase to approximately 414,000 people. In
contrast, San Benito's population is projected to increase by 37 percent by the
year 2000; Santa Clara County's by 13.4%; 14.4% for Santa Cruz County; and,
21.6% statewide.

Below are the Finance Department's projections by county through the year 2030.

PROJECTED POPULATION GROWTH
(Calif. Dept. of Finance)

- --------------------------------------------------------------------------------
  County            1990          2000          2010          2020          2030
  ------            ----          ----          ----          ----          ----
Monterey         356,000       414,000       485,300       574,100       670,900
San Benito        37,000        50,700        66,500        83,200       100,900
Santa Clara    1,502,200     1,703,900     1,839,700     1,958,600     2,064,100
Santa Cruz       230,800       264,000       291,800       322,300       354,100
Statewide     29,976,000    36,444,000    42,408,000    48,977,000    56,100,000
- --------------------------------------------------------------------------------

Transportation

The major passenger transportation system in the county is via private
automobile. The freeway system consists of Highways 101, 1 and 183; and, State
Routes 156 and 68. Highway 101 runs north and south from San Francisco, along
the West Bay, and through San Jose toward Los Angeles. Highway 1, the Coast
Highway, runs north and south from the coastal region of San Francisco and
through Santa Cruz toward San Luis Obispo County. Highway 68, the
Salinas-Monterey Highway, intersects with Highway 1 and connects the Monterey
Peninsula with the Salinas Valley to the south and Highway 101 to the north.
There are 1,300 miles of county roads and approximately 500 miles of city
streets for a total of 2,000 road miles in the county.

In Monterey County, AMTRAK provides rail passenger service, and the Southern
Pacific Transportation Company provides rail freight service. Salinas is the
only city in the county that now has rail passenger service. SPRR is the main
line between Los Angeles and San Francisco.

The Monterey Peninsula Airport provides air freight and passenger service in and
out of the county. Over the past 20 years, the airport has shown a moderate
growth pattern. In 1970, the number of passengers totaled 411,497. In
comparison, the number of passengers had grown to 523,040 by 1989 (+1.4% per
annum). Today, passenger service is provided by United, Wings West, Pacific
Coast Air and West Air. The cities of Salinas and King City both have municipal
airports. And with the closure of Fort Ord, Marina has discussed plans to
convert Fritzsche Army Airfield into its own municipal airport.


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There are harbors at Monterey and Moss Landing (4 miles from the subject) which
have boating facilities with a reported 2,000 small crafts launching from its
ramps every month. Approximately 1,800 transient crafts visit the harbors
annually. Monterey Bay and Monterey harbor areas attract a significant portion
of the tourism industry that provides jobs and an economic base for the Monterey
Peninsula area and the county as a whole.

Fort Ord and the Military Influence

With its various military installations located throughout the Monterey
Peninsula area, including control of approximately 27 percent of all of the land
in the county, the influence of the military on Monterey County has been
significant. This influence has had a considerable financial impact, including
military and civilian payrolls, local purchase and contracts, construction in
the area, as well as the increase in government aid to local schools due to the
military population in the area. The local housing market has also been
significantly effected by the presence of the military. This impact, however,
has been primarily on the apartment rental market in the communities of Marina
and Seaside.

The closure of Fort Ord was the dominant economic news for the county during
1994. The closing was the single largest national closure to date, with most of
the base's 35,000 residents and $600 million payroll moving to other bases.
Currently, the base's 44 square miles of land is being administered by the Fort
Ord Reuse Authority. Local communities formed the Fort Ord Reuse Authority as an
advisory planning committee which under an agreement formed a Fort Ord Joint
Powers Agency (JPA). The JPA agreement gave voting membership to the cities of
Marina, Seaside, Sand City, Del Rey Oaks, Monterey, and Salinas and extended
non-voting status to Pacific Grove and Carmel. The county is also a voting
member. The premise of the JPA was to create a forum for discussing reuse
issues; to facilitate community involvement and to speed up the decision process
via a cohesive voting unit.

Initially, the base closure stirred dire predictions about the short-term impact
on the county. However, as the closure set in, the immediate economic impact was
much less severe than expected, and limited primarily to the adjacent
communities. Fort Ord was so large that much of the base was self-contained with
its own housing, stores, services, and restaurants.

The long-term prospects after closure are encouraging, assuming the base's land
can be opened to large scale private sector development. In fact, the first
major reuse of the base was the opening of the California State
University-Monterey Bay which opened its doors on August 28, 1995 to 633
students.

The state university at Fort Ord "is expected to grow substantially over the
years, attracting students, well paid employees, research dollars and private
businesses," according to the 1995 BT Commercial Real Overview published in
April 1995.

The Fort Ord complex was the largest military installation in the county with a
total of 28,057 acres --nearly the size of the city and county of San Francisco.
Approximately 22 percent of the


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base (6,250 acres) was developed with barracks, housing, motor pools,
administrative buildings, and various other support facilities.

Other military installations on the Monterey Peninsula include the Presidio of
Monterey, which is the home of the Defense Language Institute (foreign language
school for all branches of the armed forces); the United States Naval Post
Graduate School (NPGS), and the United States Coast Guard Station. The United
States Department of Interior maintains 304,035 acres in the Los Padres National
Forest and 164,503 acres along the Big Sur coast in the Ventana wilderness.

Fort Ord Reuse Plans

After more than six years of planning, the final version of the Fort Ord reuse
plan shows a closed military base converted to a huge community of new homes,
businesses, schools, parks, hotels and golf courses.

The four volume reuse plan, filed in public libraries in the area during the
first week of June 1996 by the Fort Ord Reuse Authority, has evolved from the
days when a 250 member community task force first saw the base as an educational
center.

Along the way, planners ruled out suggestions that Fort Ord might give way to a
"Disneyland in the dunes", an industrial center with 12 story high rises
sprinklered about, or an endless shopping center with no room for houses.

The more realistic, final plan, which the FORA board is expected to act on in
July includes market research, financing analyses, economic forecasts and
population projections.

Still, the numbers in the reuse plan are almost overwhelming:

- -Nearly 4,000 acres of land available for private owners, an area six times the
size of Carmel.

- -More than 13,000 new houses to be built, half as many as now exist in Salinas.

- -About 12 million square feet of industrial parks and office complexes, enough
to fill an area 20 times the size of Del Monte Shopping Center in Monterey.

- -More than 45,000 new jobs in those businesses, a third as many as now exist in
the entire county.

- -A new community of more than 71,000 people, twice as many as now live in
Monterey.

- -About 1,800 hotel rooms, three times as many as the Hyatt Regency in Monterey
and eight times as many as Embassy Suites in Seaside.

- -Development costs of $451 million over the next 20 years, as much money as it
takes to run the city of Pacific Grove for 50 years.


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The plan shows development, including the 800 acre military enclave left behind
as the Presidio of Monterey Annex, the 1,300 acre California State University at
Monterey Bay (CSUMB), the 845 acre Marina Municipal Airport and as many as seven
golf courses, covering about a third of the 44 square file base.

About 18 percent of the land at Fort Ord has been developed. Another 14 percent
is slated to be developed in the next 60 years, according to the reuse plan.

About two-thirds of the base is to be preserved in its natural state by the U.S.
Bureau of Land Management (BLM), the State Department of Parks and Recreation,
the University of California Natural Reserve System, the county, and the city of
Marina.

The environmental impact report for the reuse plan fills one of the volumes, a
327 page document, filed in early June as FORA's proposed final plan.

The environmental analysis doesn't have many specifics because a special state
law allows that at Fort Ord. The reuse plan, which has taken six years and many
political battles to achieve, is seen as a master sketch, with details and
designs to be filled in as individual development projects emerge.

Fort Ord's Impact on the Local Economy

It is extremely difficult to accurately ascertain the full impact that Fort
Ord's closure has had on the local economy because California was suffering
through a recession during the early part of the 1990's when the base was
closing. The recession has made it difficult to isolate how much of the impact
the close of Fort Ord has had on the economy. What has been evident is that
there was a short-term glut of rentals on the Monterey Peninsula. Surrounding
communities, especially Marina, Seaside and Sand City suffered the greatest
negative impact as the closure process evolved. Conversely, the prestigious
residential areas such as Pebble Beach, Carmel and the more upscale areas of
Monterey were not impacted by the closure. Similarly, the City of Salinas'
housing market was not adversely affected to a significant degree.

In the Salinas Valley the base closure has had little to no significant impact.
Rather, population growth and new development in the area of Salinas continued
to be most effected by issues such as the shortage of water and salt-water
intrusion. In general, the Salinas Valley could be described as being somewhat
of an isolated market area. As such, a Salinas Valley location became more
desirable, as investor's uncertainty associated with Fort Ord's closure was
primarily directed at investment properties located on the Monterey Peninsula.

Overall, a somewhat stagnant to moderate housing market appears to be the
continued status for the general area over the short term, although there are
signs that economic conditions are improving. This is especially the case in
nearby Santa Clara County ("Silicon Valley") where the housing and rental
markets have exploded due to strong job growth. Little investment activity
and/or new construction is anticipated in the communities adjoining Fort Ord, at
least until the major issues surrounding the redevelopment/reuse of the base are
resolved. As discussed, there


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are several issues surrounding the base closure and its reuse which need to be
resolved before the prevailing atmosphere of uncertainty blanketing the local
real estate market is cleared.

Business / Industry

Monterey County, with a full-time civilian work force of approximately 172,000
- -175,000 workers, has two major urban areas --Salinas and the Monterey
Peninsula. As shown on the following page, employment in Monterey County (not
including agriculture) is projected by the Employment Development Department
(EDD) to average 113,100 in 1996, which will be 2,400 jobs above the 1989 annual
average. At just +2.2 percent, this very small gain in jobs reflects EDD's
assessment of the impact of the Fort Ord closure.

Unemployment rates in Monterey County have been consistently higher than for
California as a whole. The seasonal nature of the county's economy accounts for
double-digit unemployment in the winter when agriculture, food processing, and
tourist-oriented industries are at a lull.

Agriculture

While the economy of Monterey County is diversified, agriculture is the county's
leading industry and the mainstay of the local economy. Agriculture provides
approximately 1/4 of the county's basic income. Almost 1/ 5 of California's
top-producing crop farms are located in Monterey County. With 86 farming
operations, the county ranks second in the state, behind Fresno County with 97
farming operations. A farming operation is defined as a farm producing a crop
with a value in excess of $4 million. The county ranks third in the state in
gross dollar agricultural production, making it one of the top ten producing
counties in the nation. Monterey County has a total of 976,000 acres used
exclusively for agriculture and another 343,680 are combined agricultural and
grazing land. The county's highly productive agricultural land is often referred
to as the "fog belt" agricultural area of California. The long growing season in
this area makes it possible to grow as many as three crops annually.

Nationwide, the county leads in the production of lettuce, broccoli, artichokes,
cauliflower, mushrooms, and strawberries. According to the county's agricultural
commissioner, strawberries were the third-ranked cash crop in 1994, behind
broccoli and head lettuce.

Despite the damage done by the 1995 historic floods, the crop value for Monterey
County agriculture surpassed the $2 billion mark, after creeping toward the
milestone for several years.

The 1995 crop value, $2.03 billion, market a 4.8 percent increase over 1994.
Among the top 12 crops, the order in terms of dollar value remained almost
identical to that of 1994.

Besides breaking local production records, Monterey County surpassed Kern County
in 1995 to become the third in the state in gross dollar value of agriculture.
It was surpassed by only Fresno and Tulare counties. By the same measure,
Monterey County also is the largest vegetable producing county in the United
States. The crop value for the state of California stands at $20 billion.


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Assuming water for irrigation remains sufficient, employment in agriculture is
projected to increase as growers expand production of vegetables and
labor-intensive strawberry and nursery crops. But because of foreign
competition, the rate of growth will be slower through 1996 than over the past
seven years. Foreign demand for the county's produce remains strong, however.
Additional market growth is also expected as the pre-cut salad mix processing
market is rapidly expanding.

Agriculture continues to be effected by water availability. Even with above
normal rainfall in 1993 and 1996, the effects of years of drought have brought
to focus the water issue. At this time, the issue of sufficient water supply and
overdrafting (saltwater intrusion) are being addressed through water
conservation and other management practices which have included moratoriums on
new development. Other issues facing the agriculture industry include nitrates
leaching into groundwater and soil compaction.

Tourism/Convention Industry

Following agriculture, the health of the county's business and industry is tied
to the tourism./convention industry. According to the California Office of
Tourism, an estimated 5 million visitors spent $1.2 billion in 1991 in traveling
to Monterey County. That total represented about 2 percent of statewide travel
spending that totaled $54.1 billion.

As shown in the following table, Monterey County ranked ninth among the state's
counties in total travel dollars spent in 1991.

TRAVEL IMPACTS BY COUNTY: 1991
(Office of Tourism, April 1993)

- --------------------------------------------------------------------------------
Travel Expenditures Payroll Employment Tax Receipts ($000)

 County              ($000)         ($000)      (Jobs)         Local  &   State
Los Angeles     $13,617,556     $3,316,360     154,734     $221,008     $391,987
San Francisco     5,777,445      1,524,457      63,236       99,816      133,011
Santa Clara       1,816,493        414,511      26,269       39,982       62,715
Alameda           1,502,588        353,077      19,663       25,024       46,024
San Mateo         1,496,321        363,301      18,626       26,209       41,447
Monterey          1,062,686        199,309      16,210       29,922       45,087
Sonoma              571,605        117,118       8,788        9,660       26,355
Santa Cruz          385,672         80,350       5,347        7,464       13,561
Napa                321,794         67,972       5,078        7,023       13,489
San Benito           49,459          8,713         724          591        2,327
- --------------------------------------------------------------------------------

The Association of Monterey Bay Area Governments (AMBAG) estimates that 15
percent of total employment in the county and about 45 percent of all services
and trade employment in the


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county are supported by tourism. The Monterey County Hospitality Association
estimates that the industry is directly responsible for creating over 16,000
jobs locally with a payroll of nearly $200 million. And including the estimated
10,000 indirect jobs, the payroll increases to $322 million. By the Monterey
County Hospitality's estimates, the "trickle-down" effect of tourism puts the
total impact at $4 billion to $5 billion. Restaurants, hotels and inns, retail
trade, numerous publications, and a variety of other service-oriented businesses
are directly dependent on the tourist trade for their welfare.

Based on 1989 data, there was a total of 220 lodging facilities in Monterey
County consisting of 10,381 rooms. Because the majority of the tourism industry
is centered around the hotel and convention complexes, it has more of an impact
on the Monterey Peninsula area.

The Monterey Peninsula area provides for a plethora of recreational and cultural
activities which in combination with the natural scenic beauty create a
tremendous attraction for tourism. The area has a number of public beaches that
cater to swimming and sunbathing as well as surfing and scuba diving. In
addition to the beaches, there is boating and sailing as well as two yacht clubs
servicing the Monterey Peninsula. The area also boasts a number of parks and
campgrounds, including the Los Padres National Forest and State beaches and
parks. Within these parks and reserves, there are facilities for riding, hiking,
hunting, and fishing. There is also the renown Del Monte Forest area and its
17-Mile Drive; Cannery Row and Fisherman's Wharf as well as the
Carmel-by-the-Sea and the ocean-front drives of the peninsula communities.

The growth of the tourist industry is reflected in the continuous extension of
the visitor season. More and more small business meetings, conventions and
recreational events are now being held on a year-round basis. Although travelers
and visitors to the Monterey Peninsula area come from all over the world, the
primary points of origin are from within California, particularly within one
day's driving distance. Again, attractions such as the Monterey Bay Aquarium and
John Steinbeck's Cannery Row, as well as the Monterey Fisherman's Wharf,
continue to be prime sources of vacation and tourism attractions.

Paralleling the growth of the travel & lodging industry, was the development of
the Monterey Bay Aquarium. The aquarium was approved by the coastal commission
in 1978 and the 60,000 square foot facility was completed in 1985. The entire
cost of the $50 million aquarium was absorbed by the philanthropist/businessman
David Packard. The aquarium drew 2.227 million visitors in its first year and
has averaged approximately 1,730,000 annually through 1991 --making it the
single largest tourist attraction in the county. A substantial expansion to the
facility is now underway. Upon completion of the expansion, attendance is
expected to substantially increase.

Occupancy for hotels and motels often reach 100 percent during peak season on
the Monterey Peninsula. In fact, visitation patterns are being strongly affected
by the lack of available rooms. The major limiting factor to the growth of the
tourist industry in Monterey County in the future will be accommodations and
facilities. According to statistics provided by the Monterey Peninsula Chamber
of Commerce, the average occupancy rate has been approximately 65-75 percent,
although 1996 is turning out to exceed the numbers.


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The Circle & N. Plaza Apartments, Salinas, CA


In an effort to further promote tourism, leaders in Monterey County's tourism
industry are beginning an ambitious campaign to market the area. The general
plan is to form an alliance among merchants, city officials and representatives
of major events such as the Monterey Jazz Festival and Sports Car Racing
Association of the Monterey County.

The strategy for expanding tourism in the county is to spread out the times when
visitors come to the county and to advertise the attractions of the region,
rather than just Monterey, Pebble Beach or Carmel. Traditionally, the tourist
season peaks from Memorial Day to Labor Day. Additionally, the alliance would
like to also extend the average stay from two to three days in the county. To
that effect, tourists would be encouraged to spend time touring the Big Sur
Coast, wineries of Salinas and Carmel Valley, John Steinbeck's Salinas, and even
the lesser-known missions of San Antonio and Soledad.

The concept of "ecotourism" is also being promoted as a means of courting more
visitors to the county. Monterey County, by virtue of its fragile ecosystem,
scenic natural beauty and 20 years of "no growth" planning policy appears
ideally suited to this new industry. Because the future of Monterey County may
very well depend on its natural environment, "ecotourism" represents a mutual
interest of both business and environmentalists. Thus the adverse impacts of
increased traffic, use of precious water and growth of facilities geared to
tourists are sure to be carefully weighed as community leaders look towards
expanding the tourism industry in order to offset losses from the closure of
Fort Ord.

Monterey County's tourist season has traditionally run from Memorial Day to
Labor Day, but recent patterns of hotel occupancy and retail sales show that the
season starts and ends later.

The summer 1995 aquarium attendance was up 10% over 1994. In June and July 1995,
attendance was up 7 percent and 7.6 percent, respectively, over the same months
of last year. August was expected to experience increases of up to 5 percent,
according to Mr. Jim Hekkers, vice president of external affairs at the Monterey
Bay Aquarium.

Commercial Market

The county's office market caters primarily to small local service business,
while most regional and national companies located on the Garden Road/Ryan
Ranch/Highway 68 corridor, drawn by newer buildings, attractive rents, better
parking ratios, and large contiguous spaces.

The industrial market is tight in Monterey County. Vacancies are minimal and
have continued to decline. Contiguous blocks of available space over 15,000
square feet are non existent. Most knowledgeable real estate brokers expect
rents to increase slightly over the next year. New development should be limited
because of minimal available industrial-zoned land.

The local retail market may seem crowded with large shopping complexes on the
drawing boards in Salinas and Sand City, but marketing reports and consultants
say there's room for more.


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The Circle & N. Plaza Apartments, Salinas, CA


Housing Market

Monterey County's real estate sales surged in April/May 1996 with total sales
coming in 67 percent higher than for the month last year. The increased activity
has promoted optimism about a recovering market. The median home price for the
county is approximately $300,000. This is up slightly over the past year.

Regional Description & Analysis ---Conclusion

A survey of statistics on agriculture, home sales, retail sales and other
indicators shows that the Monterey County economy is proving wrong the dire
predictions made before Fort Ord closed down. For decades, farming and the
military were the area's two economic mainstays. Today agriculture remains
paramount, but other sectors are changing rapidly to fill the void created by
the base closure.

Jobs

While unemployment estimates remain seasonally high, county business have added
more than 6,000 new jobs in the past 12 months, mostly in agriculture and
service related fields, according to the State Employment Development
Department.

Construction

Although the county construction permits dropped by about 4 percent in 1995,
when compared to the year before, to about $319 million, single family dwelling
starts have bolstered this year's construction, which is about 20 percent ahead
of last year's rate. In addition, government projects are still underway,
including the $100 million Natividad Medical center in Salinas. Completion is
expected in early 1997. Built around a courtyard, the new facility will offer
patients an array of outpatient services devoted to the needs of families, women
and children. Construction has started on the 680,000 square foot Westridge
Shopping Center in Salinas. It is expected that the Wall Mart Store will open in
February, 1997.

Real Estate Sales

Although Monterey County is considered the second least affordable area in the
country, higher priced homes on the Peninsula are still attractive, particularly
to the people in the 45 to 54 age range.

Agriculture

Monterey's total crop ranks third in the state in total dollar value, behind
Fresno and Tulare counties. In terms of vegetable production,, the county is the
largest in dollar value in the country. The county's crops amounted to 10
percent of the statewide crop total of $20 billion in 1995.

Tourism

The area's coastline, golf courses and resorts attract visitors from throughout
the world. In 1995, attendance at the Monterey Bay Aquarium was 1.6 million and,
with the opening of the Outer Bay wing in March, attendance is expected to go as
high as 2.2 million this year, according to aquarium officials.


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The Circle & N. Plaza Apartments, Salinas, CA


CITY OF SALINAS-COMMUNITY PROFILE

The City of Salinas, incorporated in 1874, is located eight miles inland from
the Monterey Bay, at the head of the Salinas Valley. The level fertile floor of
the valley tapers to a funnel just north of the City. The original King's
Highway, now called El Camino Real and/or Highway 101, traverses the approximate
center of the valley floor from the Prunedale area of rural north Monterey
County to King City to the south. Other cities located in the valley south of
Salinas includes Chular, Gonzales, Soledad, Greenfleld, San Lucas, and San Ardo.
A map of the city appears in the Addenda.

Salinas has been recognized historically as the distribution center for
agricultural products from the Salinas Valley, one of the world's richest, most
fertile growing areas, with approximately 1,000 square miles of land. The
economic base of Salinas has always been agriculturally oriented; however,
during the past decade, rising property values have helped to make the city of
Salinas a bedroom community of the Monterey Peninsula.

Salinas has become the population growth center of the Monterey Bay region.
Recent projections show the city will continue to grow at an annual rate of 3
percent.

There are 100 manufacturing firms in Salinas. The leading group classes of
products are food, electronic components and electrical products. The largest
manufacturing firms in the community are: Simplot Corporation, 550 employees;
National Refractories, 419 employees; Integrated Device Technology, 360
employees; Radionics, 359 employees; and McCormick & Company, Inc. (Shilling),
350 employees.

The city has three distinct geographical business areas: South Salinas, East
Salinas, and North Salinas (where The Circles Apartments and North Plaza
Apartments are located).

South Salinas

"Old Town" is located south of West Market Street, along Main Street in south
Salinas. This area has many specialty retail stores, financial institutions and
restaurants. The City is actively pursuing the redevelopment of "Old Town."
Since 1974, $15 million in private investments, matched by $34 million in
publicly financed improvements, have been committed to this project. This
redevelopment has revitalized the area and has attracted many new commercial
tenants to this part of the city. This redevelopment is to include the Steinbeck
Plaza, which is anticipated to be a much-heralded showpiece of the city's
downtown district. It will consist of a mixed land-use project for the blighted
100 block of South Main Street and will include a five-story, 94 room hotel with
rooftop restaurant; a five story, 110,000 square foot office building with
conference rooms and retail shops; a four level parking garage; restaurants with
a total seating of 400; and a 33,000 square foot public plaza that will include
an amphitheater.

County and city government offices are located in the south Salinas area. This
part of the city is generally known as the financial center. It has the highest
concentration of larger office buildings. One of the largest tenants in south
Salinas is the County of Monterey and its support service agencies. Salinas is
the county seat of Monterey County. As the county seat, Salinas serves as the
area's center for finance and agribusiness. It has captured nearly 40 percent of
the county's office development.


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The Circle & N. Plaza Apartments, Salinas, CA


North Salinas

The north Salinas business district of the city is located along North Main
Street, south of Boronda Road and north of East Laurel Drive. The Northridge
Regional Shopping Center, with over 120 specialty shops, three savings and
loans, a bank, theater complex, and four major department stores, is located in
this area of the city. In 1985, Northridge concluded a four year expansion,
representing an investment of over $55 million. Convenience stores, financial
institutions and other neighborhood stores are also located along North Main
Street, which connects the north and south Salinas areas. Over the past five
years, with the development of Northridge Shopping Center, north Salinas has
become the retail center of the city. Office development in this part of the
city has generally been directed toward smaller buildings.

East Salinas

The East/Alisal area of Salinas is generally described as that part of the city
that is located east of Highway 101 and Natividad Road. The central commercial
district is located along East Alisal. Portales de Alisal, a three level mix of
retail shops and day care center, as well as medical and other professional
offices, are planned on approximately eight acres located in the 500 block of
East Alisal Street, in the Hebbron Heights neighborhood of the Alisal District.
Neighborhood retail shops, small professional office users and trades people
comprise the typical tenant profile in the east Salinas area.

Vacancy in this area is low. Very few spaces are for lease. New retail space has
leased very well as evidenced by the strong activity of a 19,600 square foot
retail/shopping center located at 45 Sanborn Road.

Population & Growth Percentage-City of Salinas vs. Monterey County

- --------------------------------------------------------------------------------
           Year                Monterey County             City of Salinas
- --------------------------------------------------------------------------------
           2000                    422,710                    144,500
- --------------------------------------------------------------------------------
           1995                    370,996                    122,390
- --------------------------------------------------------------------------------
           1990                    355,657                    108,777
- --------------------------------------------------------------------------------
           1980                    289,861                     80,479
- --------------------------------------------------------------------------------
           1970                    247,450                     58,896
- --------------------------------------------------------------------------------

Monterey County-Employment by Industry

- --------------------------------------------------------------------------------
                            1992         1998 (projected)        Percent Change.
- --------------------------------------------------------------------------------
  Agriculture              30,600             32,900                    8%
    Services               28,300             32,000                   13%
  Retail Trade             23,700             25,700                    8%
  Government               27,900             26,300                   -6%
 Manufacturing              8,900              9,800                   10%
Finance, Insurance,         6,300              7,000                   11%
  Real Estate                                                  
Transportation &            5,100              4,900                   .4%
 Public Utilities


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The Circle & N. Plaza Apartments, Salinas, CA


Wholesale Trade             5,000              5,100                    2%
  Construction              3,900              4,200                    8%
     Mining                  300                 200                  -33%

Local Economic Developments-City of Salinas

Early in 1996 the Salinas Valley Maximum Security Prison opened its new
operation with its expanded correctional facilities. The new facility added
nearly 700 new employees; an additional 800 new employees (the highest
percentage are correctional officers) have recently been added, and by the
beginning of 1997 an additional 450 new employees may be added. The recent
hirings have already impacted the local apartment housing market throughout
Salinas; interviews with numerous apartment managers have indicated that large
numbers of newly-leased units are to correctional officers working at the
Soledad State Correctional Facility; extremely limited housing within the city
of Soledad have heavily impacted the demand for rental units in Salinas,
considered only an approximate twenty (20) mile northerly commute from the
prison. Increases in the city's services, retail trades, manufacturing,
construction, and finance sector have resulted in a stronger demand for
affordable multi-family housing units. The current shortage of rental units has
been primarily the result of local economic activity. The expansion of the
Westridge Shopping Center, a 650,000 square foot retail center, is within
one-half mile of the subject property and includes a Wall Mart Store opening in
February, 1997; this will also increase housing demand in the North Salinas
area. Household Credit Corporation recently hired 200 new employees in 1996.

Residential Growth-City of Salinas

The Salinas Valley has long been an attractive area for homebuyers, especially
first-time buyers who are looking for an affordable home in Monterey County. The
average annual growth rate over the past 10 years was nearly 2 percent, and, as
a result of continuing developments throughout both Monterey County and Salinas
itself the rate should approximate 3 percent for the remaining few years to
2000.

Salinas has been moving forward with several new developments that will add
thousands of new people to the city by the time the next U.S. Census is taken in
the year 2000.

The Harden Ranch subdivision in North Salinas, for example, includes 1,683
single family homes, 719 multifamily units and an area for churches, schools and
a park. Creekbridge subdivision is a mix of new homes, including 1,000 single
family homes and 1,030 multifamily units. The Williams Ranch subdivision in East
Salinas was planned for 1,551 homes and 519 condominiums or apartment units.

If there are any restrictions to growth in Salinas it's the agricultural land
that surrounds the city. The city's master plan for growth forbids city
officials from considering new building projects to the south and west of the
city limits because that land is some of the richest, most productive farmland
in California. "Slow" of "No-Growth" policies will limit Salinas' development in
the south and west portions of the city; therefore, future developments will
concentrate more heavily in North Salinas, in the vicinity of The Circles
Apartments and North Plaza Apartments.


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The Circle & N. Plaza Apartments, Salinas, CA


City of Salinas-Apartment Market Analysis

Below is a simple chart illustrating the structural and vacancy characteristics
estimated for the City of Salinas, as of September 28, 1996, the effective date
of this appraisal. From a total of 35,902 housing units within the city, 13,247
units are considered multi-family (2 or more units in a structure). This equates
to 36.9 percent. This estimate includes apartment units in plan check or
currently under construction.

                                All Housing Units

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
 Total    1 unit-detached   1 unit-attached   2-4 units   5-9 units   10+ units   Mobile homes
- ----------------------------------------------------------------------------------------------
<S>            <C>                <C>           <C>         <C>          <C>         <C>  
35,902*        18,077             2,942         3,239       3,236        6,772       1,636
- ----------------------------------------------------------------------------------------------
</TABLE>
* Information provided by the Monterey County Association of Realtors and
  Association of Monterey Bay Area Governments.

Utilizing the number of apartment units indicated above there currently exists
13,247 apartment units. Since the end of 1992, no apartment units have been
built until 1996; the overall number has remained relatively constant for a
number of years. Based on the current estimated population of Salinas of 122,390
and applying a 35% multifamily ratio provides for a total renter population of
approximately 42,837. Dividing the renter population by the average 3.21
household size (estimated by the Association of Monterey Bay Area Governments)
suggests that the City of Salinas would need 13,345 apartment units to
accommodate this demand. Comparing this to the current apartment inventory of
13,247, a deficiency of 98 units exists. If this analysis is accurate, then this
explains why the market as a whole is experiencing a very low to no vacancy rate
at this time as reported by various apartment building managers throughout North
Salinas, South Salinas, and East Salinas. Again, this is very consistent with my
findings based on interviews with on-site managers, property managers, brokers
and other appraisers.

The Salinas apartment market is very tight with many of the larger
professionally managed complexes reporting 98%-I 00% occupancy with a waiting
list. The market has tightened up because of several factors including the
recent expansion of the Soledad prison facility wherein they recently hired
approximately 1,200 employees. As previously indicated, Household Credit
Corporation recently hired 400 new employees and a host of other ancillary
businesses have been hiring in and around Salinas. Additionally, the population
has been growing at approximately 3,500 new residents per year. Much of this
growth is due to the migration from Santa Cruz, Los Angeles, and San Jose. Many
of these people are purchasing homes in the newly-developed master plan
communities and many are renting. According to many of the on-site property
managers renters are coming from as far as San Jose which is approximately 3/4
of an hour drive north. Rents are significantly higher in San Jose. Rents in
Salinas are estimated at between $250 and $500 below San Jose rents and
therefore is attracting tenants who view making the commute an attractive
alternative to paying higher rents.

Below are the results of a survey performed by this appraiser of ten (10)
apartment complexes within the City of Salinas as of the date of this appraisal.
The average apartment building size was 146 units. The survey indicates the name
of the complex, total number of units, total number of vacant units, and total
number of units "on notice".


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The Circle & N. Plaza Apartments, Salinas, CA

                        Apartment Survey-City of Salinas
                               September 28, 1996

- --------------------------------------------------------------------------------
          Name              Total No. Units   No. Vacant Units   Units On Notice
- --------------------------------------------------------------------------------
Cypress Creek Apartments          288                0                 12
- --------------------------------------------------------------------------------
Cypress Landing Apartments        112                0                  0
- --------------------------------------------------------------------------------
Los Padres Apartments             220                4                  2
- --------------------------------------------------------------------------------
Mariner Village Apartments        176                1                  3
- --------------------------------------------------------------------------------
Northridge Park Apartments        232                3                  3
- --------------------------------------------------------------------------------
Kipling Manor Apartments           92                0                  0
- --------------------------------------------------------------------------------
Olive Tree Apartments              34                1                  0
- --------------------------------------------------------------------------------
Shadowbrook Apartments             88                3                  0
- --------------------------------------------------------------------------------
Sheridan Park Apartments          116                0                 10
- --------------------------------------------------------------------------------
Village Green Apartments          104                0                  4
- --------------------------------------------------------------------------------
TOTALS                          1,462               12                 34
- --------------------------------------------------------------------------------

This particular sample surveyed represents only 11.04 percent of the total
number of apartment rentals in the city of Salinas. Based on information from
the above respondents a vacancy rate of .8 percent was indicated. If one
includes the number of "units on notice" (tenants who plan to vacate within 30
days), the vacancy rate becomes 3.15 percent. Most of the tenants who have given
notices to vacate are considered "seasonal workers" engaged primarily in the
agricultural trades, according to property managers surveyed.

NEIGHBORHOOD DESCRIPTION AND ANALYSIS

The subject property is located in a northerly section of the North Salinas area
of the city bounded by Russell Road north, U.S. 101 Freeway west, E. Boronda
Road south, and San Juan Grade Road east. The area as defined is nearly
trapezoidal in shape, measuring approximately 8/10 of a mile along all sides
except E. Boronda Road, which forms the southerly boundary of the neighborhood
along an approximate 5/10 of a mile length. In all, the neighborhood contains a
total of approximately .52 square miles.

Immediate Neighborhood Environs

Beginning at the signalized intersection of N. Main Street and E. Boronda Road,
a neighborhood commercial zone, one finds a Blockbuster Video store, World
Savings Bank building, Denny's and Senor Taco restaurants. Major commercial
developments south of the intersection are primarily the Northridge Regional
Mall and Harden Ranch Shopping District.

Continuing in a northerly direction towards The Circle Apartments are North
Plaza Apartments is Boronda Plaza, a small commercial strip center containing
the Steinbeck Federal Credit Union, Farmers Insurance, and Lifetime Cookware.
Located across from this plaza on the corner of Castro Street and N. Main Street
under construction is a Chevron Service Station including a car wash and food
mart; financing for the project is being provided by the Bank of Salinas.


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The Circle & N. Plaza Apartments, Salinas, CA


On the corner of W. Lamar Street at N. Main Street is a 7-11 convenience store.
Also presently under construction on N. Main Street is a new Midas Muffler Auto
Service Center, supervised by San Jose Construction Company. Located at 2080 N.
Main Street is the Adams Motel, an older twenty (20) unit complex. Adjacent are
the Capitol Motel and a Quick Stop convenience store. On the corner of E.
Bolivar Street and N. Main Street is Soto Square Park, a neighborhood city-run
recreational park.

Located at 2170-76 is the Northridge Manor Garden Apartments, a small complex of
fifteen (15) residential units. Located at 2180 is a professional office
building (1-story) occupied by Farmers Insurance as its claims office. This is
considered a good quality Class C building. Located at 2210-12-14 is a small
wood frame office building known as the Wright Building. An older mobile home
park is located across N. Main Street from the subject property. Tracts located
east of the subject property to San Juan Grade Road are primarily improved with
older, detached single family residences.

The Santa Rita Elementary School and Park is located within the middle portion
of the neighborhood. The nearest freeway access is located either one-half mile
north of the subject property at Russell Road and N. Main Street or one-half
mile southwest at E. Boronda Road and U.S. 101 Freeway.

SITE ANALYSIS
================================================================================

General:   The Circles Apartments & North Plaza Apartments

Based on a plat map furnished by our client (a copy is included in the Addenda),
the site for The Circles Apartments contains a total of 17.23 acres. A survey of
the site has not been made, and it is assumed that the Plat Map is correct. The
site, which includes two separate and distinct legal parcels, has a rectangular
shape; please refer to the County Assessor's Plat Map on the following page. For
the North Plaza Apartments, the site consists of one parcel and is nearly
trapezoidal in configuration, containing 6.087 acres. A Monterey County
Assessor's Plat Map is also included. In total, 23.371 acres are indicated.

Topography and Drainage:

The topography of both of the sites is predominantly level to slightly rolling.
Drainage is believed to be adequate.

Access:

The Circles Apartments has three (3) different access alternatives: (1) The main
access is by means of N. Main Street to the west of the site; (2) the subject is
accessed from the south at an entrance from Perez Street; (3) lastly, the other
access is over a shared street with the North Plaza Apartments along the
northern portion of the property line. The North Plaza Apartments, on the other
hand, has only one access which is shared with The Circles Apartments.


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The Circle & N. Plaza Apartments, Salinas. CA


Utilities: All major utility services are available and connected to the
property. These utilities include sewer, water, electricity, cable television,
and telephone services. Sewer service is provided by the Monterey Regional Water
Pollution Agency. The capacity of the sewer plant is 30 million gallons per day.
Water is provided by the Alco Water Service and California Water Service
Company. For both water companies combined, the maximum daily pumping capacity
is 45,383,680 gallons per day. Quantity rates are $.7091 per 100 cubic feet.
Natural gas and electric power are provided by Pacific Gas & Electric (PG&E).
Local telephone service is provided by Pacific Bell. The City of Salinas
Department of Public Works has adopted a master plan of storm drains. Charges
are assessed on all on-site costs, plus off-site fees.

Site Hazards:

The subject property is located in a designated FEMA Zone "B", according to
Community Panel Map Number # 060202-0001D, dated November 4, 1981. The "B"
designation does not require flood insurance.

Earthquake Fault Zone

The property is not located in any known earthquake fault zones. However, the
region is subject to periodic earthquake tremors. We know of no particular
reason why the site would be at a greater risk than other area properties..

Rent Control:

Monterey County does not have rent control. The county does have an
"inclusionary housing" program that provides for affordable "low-income"
housing. Low and moderate housing assistance is available through a variety of
programs offered by the Housing Authority of Monterey County, the City of
Salinas and CHISPA, a non-profit housing developer. Apartment complexes for
low-income families, the elderly, handicapped and farm-labor families are
located throughout Salinas. The city has established a Housing Trust Fund to
help increase the supply of affordable rental units as well as opportunities for
home ownership.

Contamination/Toxics:

We have inspected the property with the due diligence expected of a professional
real estate appraiser. It is important to note, however, that the appraiser(s)
are not qualified to detect hazardous waste and/or toxic materials. Such a
determination would require investigation by a qualified expert in the field of
environmental assessment. To our knowledge, there are no potentially hazardous
materials that would affect the valuation and/or marketability of the property
as of the date of valuation.

The appraised of both The Circles Apartments and .North Plaza Apartments is
specifically predicated on the assumption that there are no hazardous. materials
on or in the property that would cause a loss in value.


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The Circle & N. Plaza Apartments, Salinas, CA


Easements and Restrictions:

Reference is made to the preliminary title report in the Addenda for easements
and restrictions. Both apartment complexes share a common 24' easement running
over their common boundary line which extends to N. Main Street. Property
easements for ingress-egress are considered typical and do not negatively impact
marketability.

Site Analysis Conclusion

In summary, the combined sites consists of 23.317 acres on three parcels
improved with 439 rentable units. All utilities are available, including sewer
service, electricity, gas, telephone and cable television. The site lies in
Flood Zone "B" (no flood insurance required). Zone "B" is typical of most of the
neighborhood, with the exception of the minor Santa Rita Creek channel two
blocks south of the subject property.

TAXES AND ASSESSMENT ANALYSIS

In the State of California, property is enrolled at 100% percent of market
value, as determined by the Assessor upon transfer of ownership or significant
new construction. The maximum tax rate cannot exceed one percent of the enrolled
value, plus general and/or special assessment bonds and fees approved by the
voters.

The current assessed value for The Circles Apartments is $6,272,018, broken down
as follows:

                  Land:                              $ 1,882,018

                  Improvements:                      $ 4,390,800

                  Personal Property:                 $ -0-

                  Total Assessed Value               $ 6,272,818

The current assessed value for the North Plaza Apartments is $6,189,011, broken
down as follows:

                  Land:                              $ 2,651,500

                  Improvements:                      $ 3,269,840

                  Personal Property:                 $   267,671

                  Total Assessed Value:              $ 6,189,011

For The Circles Apartments, real estate taxes for the 1996-97 tax year are
$67,625.32. Direct assessments of $1,262.70 are included. For the North Plaza
Apartments, real estate taxes for the 1996-97 tax year are $66,496.14. Direct
assessments of $1,032.62 are included. The tax rate for both properties is
1.057940 percent per $100 of frill cash value. Direct assessments are imposed


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The Circle & N. Plaza Apartments, Salinas, CA


by the North County Water Regional Agency (.004660) and by Santa Rita School
Bonds (.053280); these two rates are added, of course, to the one (1) percent
base tax rate as specified by Proposition 13 for California. There are no
special assessment bonds, according to the Monterey County Tax Collector
Department. Both installments have not been paid for 1996-97. The reader should
refer to the preliminary title insurance report for specific amounts of any
unpaid previous tax installments. The first installment for 1996-97 is due
November 10, 1996. The tax rate area for both The Circles Apartments and North
Plaza Apartments is 005-022.

Re-assessment of The Circles Apartments & North Plaza Apartments: Proposition 13

The current tax amounts for the 1996-97 tax year will not remain the same
beginning on July 1, 1197. According to Proposition 13 for California, the
subject property will be re-assessed, most likely based on the new sale price or
market value at time of sale. The assessments will be based on full cash value
using a tax rate per $100 of full cash value. The passage of Proposition 13
establishes a maximum property tax of one percent of full cash value. The
mandated one percent (1%) property tax level converts to a $1.00 base tax rate.
The additional rates imposed by the Water Regional Agency and Santa Rita School
Bonds will be added to the $1.00 base rate.


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The Circle & N. Plaza Apartments, Salinas, CA


ZONING DESCRIPTION AND ANALYSIS

The Circles Apartments and North Plaza Apartments are currently under the zoning
designation of R-H-2.3 by the City of Salinas. This zoning designation
specifically refers to a high density residential district. Section 37-44
addresses specific purposes of the particular district's regulations. They are
as follows:

(1) To provide appropriately located areas for high density multiple family
dwelling units consistent with the General Plan and with standards of public
health and safety established by the Salinas Municipal Code.

(2) To provide adequate light, air, privacy, and open space for each dwelling
unit and protect residents from the harmful effects of excessive noise,
population, density, traffic congestion and other adverse environmental impacts.

(3) To promote development of affordable housing by providing a density bonus
for projects in which a portion of the dwellings are affordable to qualifying
households.

(4) To achieve design compatibility through the use of site development
standards.

(5) To protect adjoining low density residential districts from excessive noise
or loss of sun, light, quiet, and privacy resulting from proximity to
multifamily dwellings.

(6) To provide sites for public and semipublic land uses needed to complement
residential development or requiring a residential environment.

(7) To ensure the provision of public services and facilities needed to
accommodate planned population densities.

For a comprehensive list of all property development regulations under the
R-H-2.3 Zoning District the reader may refer to the Addenda of this report.

Parking Requirements-On-site

Division 18-Off-Street Parking and Loading Regulations of the City of Salinas
Municipal Code lists all use classifications. For multifamily residential
complexes containing over ten (10) units, the off-street parking and loading
requirement is 1.6 spaces per unit.

The Circles Apartments has 323 carport spaces and 176 open spaces for a combined
total of 499 spaces. North Plaza Apartments has 120 garaged spaces and 125 open
spaces for a combined total of 245 spaces.

Conclusion

It appears that the subject property meets all applicable city zoning, building
and parking requirements.


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    The Circle & N. Plaza Apartments, Salinas, CA


IMPROVEMENT DESCRIPTION AND ANALYSIS

The Circles Apartments were constructed over a four (4) year period from 1979 to
1983 and contain a total of twenty (20) two-story buildings configured in a
"circle" layout on the 17.23 acre site. There are a total of 319 rentable units
in six (6) floorplans; one unit is used as a maintenance-storage room by the
management company. The net rentable building area is 274,885 square feet. There
is also a 1,407 square foot office manager building located in the westerly
portion of the development near the security entrance gates fronting to N. Main
Street. There are also four (4) separate laundry rooms each containing 294
square feet. The Circles Apartments are considered a Class D Building(s)
Construction Type V (wood frame) of the Uniform Building Code. Class D buildings
are characterized by combustible construction. The exterior walls are made up of
closely spaced wood studs with an exterior stucco-masonry covering. The roof is
supported by a wood truss system with a concrete slab floor on 1st floor area.
The upper floor (2nd story) consists of plywood sheets. Also, the subject is in
a class of construction referred to as protected one-hour construction.

The N. Plaza Apartments were constructed in 1986 and contain a total of
twenty-four (24) buildings on a site of 6.087 acres. There are a total of 120
rentable units in two (2) floorplans. The net rentable building area is 123,400
square feet. All units contain interior washer/dryer areas(stacked). The Plaza
Apartments are considered a Class D Building(s) Construction Type V (wood frame)
of the Uniform Building Code. Class D buildings are characterized by combustible
construction. The exterior walls are made up of closely spaced wood studs with
an exterior wood siding, in this case. The roof is supported by a wood truss
system with a concrete slab floor on first floor area. The upper floor (2nd
story) consists of plywood sheets. Also, the Plaza Apartments is in a class of
construction referred to as protected one-hour construction.

Unit Mix-The Circles Apartments

- --------------------------------------------------------------------------------
             TYPE                     UNITS                   AREA (sf)
- --------------------------------------------------------------------------------
            1BR-1BA                     40                        715
- --------------------------------------------------------------------------------
            1BR-1BA                     79                        755
- --------------------------------------------------------------------------------
            1BR-1BA                     40                        777
- --------------------------------------------------------------------------------
            2BR-2BA                     40                        915
- --------------------------------------------------------------------------------
            2BR-2BA                     80                        983
- --------------------------------------------------------------------------------
            2BR-2BA                     40                      1,008
- --------------------------------------------------------------------------------
            TOTAL                      319                    274,885
- --------------------------------------------------------------------------------

Interior Improvements: The Circles Apartments

All of the units have fireplaces. Floor coverings consist of wall to wall
carpeting over concrete slab in lower levels and over plywood subfloor in upper
levels. Vinyl flooring is in kitchens and bathrooms. There is gas central forced
air heating throughout the units. The kitchens have


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The Circle & N. Plaza Apartments, Salinas, CA


Formica countertops, free-standing gas range and ovens, garbage disposals, and
dishwashers. Each of the twenty (20) buildings is served with a 250 gallon hot
water heater. Bathrooms are improved with fiberglass wainscoting and cultured
marble vanities. Overall condition is considered good. Many of the units have
recently been upgraded with new carpeting and interior painting.


Unit Mix-North Plaza Apartments

- --------------------------------------------------------------------------------
             TYPE                     UNITS                   AREA (sf)
- --------------------------------------------------------------------------------
            1BR-1BA                     52                        660
- --------------------------------------------------------------------------------
            3BR-2BA                     68                      1,310
- --------------------------------------------------------------------------------
            TOTAL                      120                    123,400
- --------------------------------------------------------------------------------

Note: Information regarding the individual unit sizes was made available by
drawings of floorplans provided to the appraiser by Lincoln Management Company.
The appraiser was provided access to representative floorplans of each
particular unit and has verified the accuracy of the floorplan and gross living
area, for both The Circles Apartments and North Plaza Apartments. The inspected
units are considered representative of the complex. It is assumed that the
condition of the interior units are similar with some variation.

Interior Improvements: North Plaza Apartments

All of the units have fireplaces. Floor coverings consist of wall to wall
carpeting over concrete slab in lower levels and over plywood subfloor in upper
levels. Vinyl flooring is in kitchens and bathrooms. There are gas wall heating
elements. Free-standing gas range and ovens, Formica counters, fan and hood
combinations, and dishwashers are typical kitchen amenities. There are enclosed
areas for stacked washer/dryers in each unit. There are also enclosed patio
yards with sliding glass door access. Recent upgrading has taken place with new
exterior painting and installation of mini-blinds. The overall condition is
good.

Effective Age: The Circles Apartments & North Plaza Apartments

The actual age of The Circles Apartments complex ranges from 13 years to 17
years, since the development was completed over a four (4) year period. An
average quality Class D apartment project is estimated to have a total economic
life of fifty (50) years. This is based primarily on the performance of many
comparable properties built in the 1940's and 1950's still in existence in
Monterey County and capable of attracting tenants due to upgrading and
above-average maintenance. In addition, the Marshall and Swift Cost Valuation
Service provides reasonable support for an estimated total economic life
expectancy of fifty (50) years. Because The Circles Apartments has undergone
substantial recent upgrading under the current management to date it is the
appraiser's opinion that an estimated overall effective age often (10) years is
considered reasonable and supportable. The actual age of the North Plaza
Apartments is 10 years. The Plaza Apartments is also considered representative
of average quality Class D apartment projects. Due to the recent complete
exterior painting of North Plaza and above-average maintenance and continual
upgrading and replacing of appliances it is my opinion that an effective age for
this development is estimated at 8 years.


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The Circle & N. Plaza Apartments, Salinas, CA


Remaing Economic Life: The remaining economic life of The Circles Apartments is
estimated at 40 years, although it certainly could be longer or even shorter.
This estimate is made by deducting the effective age of 10 years from total
economic life of 50 years. Also, the remaining economic life of North Plaza
Apartments is 42 years, based on a total economic life of 50 years.

External Obsolescence

Because some of the apartment units located in both The Circles and North Plaza
are in relative close proximity and front to N. Main Street, considered a feeder
street with moderately busy vehicular traffic, the Lincoln Property Management
was consulted as to any adverse effects these rental units have experienced in
attracting and maintaining tenants over a reasonable period of time. No
significant problems have occurred in renting any of the few units that are
located close to N. Main Street. Large lawn areas serve as a buffer zone between
N. Main Street and a few of the buildings that are located along N Main Street.
No measurable external inadequacies are noted in this report. There is no
difference in rental rates (i.e. rent loss) between apartment units located
along N. Main Street and from interior sections of the development.


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The Circle & N. Plaza Apartments, Salinas, CA


HIGHEST AND BEST USE ANALYSIS

Definition

Highest and best use, as used in this appraisal, is defined as that reasonable
and probable use that will support the highest present value, as defined, as of
the effective date of the appraisal, September 28, 1996. Alternatively, that
use, from among reasonably probable and legal alternative uses, found to be
physically possible, appropriately supported, financially feasible, which
results in highest land value.

The above definition of the "Highest and Best Use" is in reference to land that
is unimproved. In cases of improved land, a determination of the contributory
value of the improvements to the land must be made. The improvements found on a
site may be of inappropriate use, but will continue until the land value exceeds
the total value of the property in its existing use.

Discussion

Our opinion of the highest and best use of the subject land parcel will be
supported based upon our analysis of the four tests outlined below:

            1.    Legally Permissible Use. This type of use is legal and
                  conforms to the zoning assigned to property, as well as to the
                  City's planning goals.

            2.    Physically Possible Use. The shape, size, and available
                  utilities are adequate to serve this use.

            3.    Financially Feasible Use. Population and immediate income
                  statistics support the feasibility of the highest and best use
                  based upon the quantity, quality, and distribution of the
                  income and its prospective users.

            4.    Maximally Possible Use. An analysis of which possible legal
                  uses will produce a net return and/or create value to the
                  site.

All three standard appraisal approaches to value are affected by the highest and
best use. Therefore, valuation is highly dependent upon the conclusions set
forth by this analysis.

Physically Possible

Section 37-46 of the City of Salinas Municipal Code specifies a minimum lot size
of 7,200 square feet in a R-H-2.3 high density residential district. Both The
Circles Apartments and North Plaza Apartments contain sites of 750,539 and
265,150 square feet, respectively. A minimum of 1,800 square feet is required
for each unit, according to Section 37-46 of the Regulations. Based on this
requirement, therefore, both sites are physically capable of being developed
with the current improvements.


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The Circle & N. Plaza Apartments, Salinas, CA


Legal Permissible

The subject is zoned and general plan designated to allow high density
residential uses. As existing, the subject is a legal and conforming use.

Financially Feasible In evaluating the most reasonable and probable use of the
vacant site, we considered the demographics of the surrounding area, land use
patterns, local market supply and demand, general market conditions, and the
physical characteristics of the property itself The most feasible and marketable
use for the subject site(s) appears to be for apartment use, given the present
shortage of rental housing in Salinas, which is a result of the local economy
and current growth of Salinas. Rapid changes in market conditions which were
previously discussed in the Neighborhood and City Sections indicate apartment
and multi-family housing as the most reasonably probable use of the subject
property.

Maximally Possible Use

The final of the four tests in the highest and best use analysis is the use that
maximizes the land value by providing the highest return. This test must be
considered sequentially with the prior three tests; it makes no difference that
the most probable highest value is a apartment complex, for example, if the
zoning does not permit this use. The most profitable use is a multi-family or
apartment use. This is largely based on the fact that the current improvements
are apartments and are configured on the sites as such. At the present time, the
City of Salinas Planning Department recognizes through its general plan the
R-H-2.3 high density residential district of the subject's neighborhood in North
Salinas and is aware of the changing market conditions and rental shortage that
exists in the City of Salinas. There is virtually no availability of vacant land
in South Salinas for apartment use, for example, since that area is primarily
designated as agricultural land. The City is encouraging the future development
of high density residential land in the North Salinas section of the city.

Highest and Best Use Conclusion - As Improved

In conclusion, the highest and best use of the subject site, as improved, is the
existing use.

Highest and Best Use Conclusion - As Vacant

In conclusion, the highest and best use as vacant is a multi-family or
apartment-type use.


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The Circle & N. Plaza Apartments, Salinas, CA


THE APPRAISAL PROCESS
================================================================================

The estimation of a real property's market value involves a systematic process
in which the appraisal problem is defined and the data required is gathered,
analyzed and interpreted into an estimate of value. Traditionally, three methods
of valuation have been used in appraising: the Cost, Sales or Market Comparison
and Income Approaches.

In the Cost Approach, the value of the site is first estimated by comparing it
to similar sites that have recently sold or are currently offered for sale.
Replacement cost new of the improvements is determined by reference to actual
costs of similarly constructed properties. Depreciation from all sources is then
deducted from the replacement cost new of the improvements to arrive at the
present value. The depreciated value of the improvements is added to the
estimated land value to arrive at the total value by the cost approach. In this
appraisal, however, NationsBank has requested that the cost approach be omitted
from this appraisal assignment. The cost approach has been determined to have
little to no significant applicability in the valuation of 10 to 30 year-old
multi-family properties due largely to the subjectivity involved with estimating
depreciation in older properties. Moreover, cost and value are oftentimes not
the same.

The Sales Comparison Approach involves comparison of the subject to similar
properties that have recently sold or that are offered for sale. These sales are
reviewed for differences from the subject in the date of sale, location of the
site, physical characteristics and other factors. The comparable properties are
then adjusted to formulate a value range for the property being appraised.

The third of the three valuation techniques is the Income Capitalization
Approach. This approach involves estimating net operating income, and
discounting this income to a present worth through the capitalization process.
For most income-producing properties, including apartments and multi-family
properties, this is the better valuation technique.


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The Circle & N. Plaza Apartments, Salinas, CA


INCOME CAPITALIZATION APPROACH

The first and primary approach applied to the valuation of the subject is the
income capitalization method. This technique involves conversion of future
anticipated income into an estimate of present value by the capitalization
process. This procedure involves three steps as indicated below:

      1.    Estimate gross income from available rental information and the
            subject's operating history;

      2.    Estimate and deduct vacancy and collection loss allowance and
            operating expenses to derive net operating income; and,

      3.    Select an applicable capitalization method or methods, develop the
            appropriate capitalization rate, and complete the necessary
            computations to derive an economic value indicated by the income
            capitalization approach.

Required Information

Documents that are helpful to better estimate value under the Income Approach
include the following:

            o  Income/Expense statements
            o  Proforma
            o  Personal Financial Statements of Owner (if applicable)
            o  Rent Roll
            o  Lease Agreements
            o  Other (service agreements)

Income and expense statements. Operating statements provided by management over
the past year and seven months are included in the Addenda.

Proforma. A proforma is an estimate or projection of operations by management
Proformas can be helpful in identifying possible economic trends and plans for
the property in future years. Business plans are also helpful. An income and
expense proforma was reviewed for the remaining months of 1996.

Personal Financial Statements. The owner's personal financial statements are not
required to appraise the property, but can be helpful under certain
circumstances. While market value intrinsically assumes transfer to a willing
and knowledgeable buyer at market price, financial statements of the owner often
provides insight into the current management quality and style of the property.
An undercapitalized owner, for example, may not be able to institute correction
of deferred maintenance that will enhance livability. As such, occupancy and
rates may suffer from inadequate level of maintenance, which results in loss of
reputation. Financial statements of the subject ownership have not been
reviewed. However, based on conversations with management


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The Circle & N. Plaza Apartments, Salinas, CA


and the overall good maintenance level and high occupancy of the property, it
can logically be assumed that ownership is capable of operating the property in
a strong professional manner. Based on conversations with management, and
inspections of other properties owned by Thysen and managed by Lincoln Property
Residential, the subject has been operated in a professional manner and there
appears to be no operational problems.

Rent Roll: A roll of the current tenants have been provided by management as of
September 28, 1996. As of this date, 16 units were vacant. Of the vacant units,
two are models and one is under repair (deck). Three have been preleased. Thus,
there are ten units (2.3%) that are available for rent at this time.

Lease Agreements: A copy of the standard 2-page residential rental agreements
have been reviewed, and have been included in the Addenda. About 360 units are
on either 7, 8, 9 and 10 month short-term leases. The rental agreements are
typical of others used in the marketplace. Utilities, except for water, trash
and basic cable are paid for the tenant. There is a late charge of $30 if
management elects to accept rent after the third of the month, and a $20
returned check fee. No pets are allowed without written consent. Use of the
premises shall be for a private residence only. No more than three persons shall
occupy a one bedroom unit; no more than 5 are allowed in a two bedroom; and, no
more than 7 in a three bedroom unit. Occupancy limits are strongly enforced.
First month and security deposits are collected prior to the tenant moving in.

Capital Improvements: Capital expenditures over the past two years have also
been reviewed and/or discussed with the property manager. Improvements to the
property over the past year and half include the following:

o  Exterior paint (entire complex)
o  New landscaping
o  New appliances and carpets in most units

Occupancy trends: In addition to the above, occupancy trends of the complex have
been reviewed. Since Lincoln Property took over as managers approximately 1.5
years ago, occupancy has been increasing. This is due mainly to correction of
deferred maintenance items and an improving rental market. The new management
has also qualified tenants better which have resulted in less turnover and less
evictions. As of the appraisal date, there were five pending evictions and only
7 available units for rent. This is a marked improvement from two years ago when
vacancy reached an all-time high of 88 units (20%) due to tenant problems,
inadequate management and deferred maintenance problems that created a negative
reputation for the property. Moreover, seasonal tenancy has been reduced to
virtually nothing by the implementation of leases.

Other: According to management, Mission Laundry owns the some of the laundry
machines (a breakdown was not available).


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The Circle & N. Plaza Apartments, Salinas, CA


Subject Asking Rents

As of September 28, 1996, the following monthly rents (all unfurnished) were
being charged at the subject complex:

                                Circles I and II

1 BR (Cadiz model)                715 sf            $615-625      $0.86-$0.87/sf
1 BR (Durango/Brasilia)           755 sf            $650          $0.86/sf
1 BR (Altamira)                   777 sf            $690          $0.89/sf
2 BR (Guayaquil)                  915 sf            $730          $0.80/sf
2 BR (Fortiliza/Hermosillo)       983 sf            $760          $0.77/sf
2 BR (Espirito)                   1,008 sf          $795          $0.79/sf

                             Circles III (N. Plaza)

1 BR (Cozumel w/garage)           660 sf            $615-625      $0.93-0.95/sf
3 BR (La Terraza w/ garage)       1,310 sf          $925          $0.71/sf

All rents include water, trash removal and basic cable. Tenants pay their own
gas and electric (Pacific Gas & Electric Company), telephone, and premium cable
channels. Pets are accepted with an additional $500 deposit. To qualify,
prospective tenants must have three times the monthly rental rate and a positive
credit report and previous rental history. There is a $25 application fee
(includes credit report) and $100 holding fee. The application fee is
non-reimbursable.

Each unit has a fireplace with gas starter, dishwasher, refrigerator, garbage
disposal and one covered parking space (carport or garage). There are also open
parking spaces. Each unit also has laundry hookups. For $30 per month,
management will rent the stacked washer and dryer units, or the tenant may bring
in their own at no additional cost. There is no charge (included in rent) for
use of the pools, tennis courts, spa, and recreation room. The complex also
offers to their residents, seven days a week, use of laundry rooms and security
patrol. The manager's office is also open 7 days per week.

The above price list was set in August 1996. Management periodically surveys
other complexes in the area in order to maintain market rental levels. At this
time, there are no rental specials or concessions. In the past, management has
offered 1/2 to one month "move-in" rent or $100 off first month's rent. As
explained earlier, market conditions have been improving gradually over the past
year, and most apartment complexes in Salinas are not offering any rental
concessions at this time.

As can be noted on the rent roll in the Addenda, a number of subject apartment
units are at the above quoted rates. Those units with leases expiring will be
moved to the new rates. At this time, there is a difference of 6.7 percent
between the market and actual rents (i.e., actual rents lag about 7 percent
below market).


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The Circle & N. Plaza Apartments, Salinas, CA


Rent Survey and Analysis

In order to determine whether the subject rentals are at or within a market
rental range, a survey of competing complexes was made. This analysis involved a
comparison of amenities and facilities offered by competitive projects with
those offered by the subject.

The competing complexes considered most helpful in estimating the subject
economic or market rental level are summarized on the following pages.

All rental rates quoted in the survey are month-to-month or short-term leases.
None of the complexes surveyed in this report had long-term leases. All
complexes are garden style two and/or three-stories of similar vintage and
design as the subject. All are located in the general subject neighborhood.
Typically, rents include water and trash removal (and sometimes basic cable
service). None of the complexes were offering any specials.

Rental Number 1 represents "Cypress Creek," located at 162 Casentini Street,
nearby the subject. This is a 288-unit complex built in 1987. It is of good
quality and in good condition. Amenities include tennis courts, heated pool,
sauna, racquetball, spa, laundry hookups, laundry rooms and carport parking. No
promotional specials or concessions. Leases are 6 and 12 month terms. Security
deposits are $300 and $400 (depending on the unit size). Pets are allowed with a
$400 deposit. One bedroom units are reported at 750 square feet, and rent from
$725 to $750, depending on variation of location within the complex. Two
bedroom/two bath units measure 1,000 square feet and rent from $925 to $950, or
$0.93 to $0.95/sf. Only four units are available. This is one of the newer and
better quality complexes in Salinas and is similar in many respects to the
subject. Like Rental Number 2 below, it is directly comparable to the subject.

Rental 1 supports the subject rental rates. This comparable indicates, however,
that the subject 3 bedroom units at $925/month are probably below market.

Rental Number 2 represents the 168-unit "Fox Creek Apartments," located at 136
West Alvin Drive nearby the subject in north Salinas. The overall quality and
condition are good. No promotional specials or concessions. Leases are 6 and 12
month terms. Security deposits are $250. Amenities consists of a pool, spa,
weightroom, clubhouse, laundry rooms, and tennis courts. Some units have
washer/dryer hookups. There are 76 one bedroom, 24 two bedroom/one bath, and 68
two bedroom/two bath units. One bedroom units are reported by management at 708
square feet, and rent at $625 per month, or $0.88/sf. Two bedroom/ one bath
units are 875 square feet, and rent at $725 per month, or $0.83/sf. Two
bedroom/two bath units are 986 square feet, and rent at $750 per month, or
$0.76/sf Current vacancy is zero. Fox Creek is directly comparable to the
subject and is perhaps the best overall comparable. The subject, however, does
not have any two bedroom/one bath units. This comparable provides excellent
support for the subject rental rates. As with Rental #1, this comparable
indicates that the subject 3 bedroom units are priced below market potential.

Rental Number 3 is the 112-unit "Cypress Landing Apartments" located at 552
Rico Street, nearby the subject in north Salinas. This is a newer complex built
in 1989. It is of good quality and in good condition. There are 36 one bedroom
and 76 two bedroom/ two bath units. One bedroom units measure approximately 750
square feet and are $640-665 per month. Two bedroom units are


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                            RENT COMPARABLE NUMBER 1

Name:                               CYPRESS CREEK

Location:                           162 Casentini Street, Salinas

Age/Type:                           9 years old/ two-story garden design - 288
                                    units

- --------------------------------------------------------------------------------
                   Type               Rent             SF           Rent/SF
                   ----               ----             --           -------
Monthly Rent:      1BR/1BA =          $725-750         750          $0.97-l.00

                   2BR/2BA =          $925-950         1,000        $0.925-0.95
- --------------------------------------------------------------------------------

Utilities included in Rent:         water and trash

Recreational Amenities:             Tennis, heated pool, sauna, racquetball,
                                    spa, w/d hookups, laundry rooms

Vacancy:                            0% (some units will become available in next
                                    few weeks)

Comments:                           Nine year old project; good tenant appeal. 
Located off N. Main Street. Close to shopping, schools, freeway. Deposit =
$300/400. $25 per month extra with lease (either 6 or 9 months). Pet deposit of
$400 (cats). Good demand over past year. Source: (408) 758-3008

                                [GRAPHIC OMITTED]


                                                                              39
<PAGE>

                            RENT COMPARABLE NUMBER 2

Name:                               FOX CREEK

Location:                           136 W. Alvin, Salinas

Age/Type:                           1986/ two-story garden design - 168 units

- --------------------------------------------------------------------------------
                   Type               Rent             SF           Rent/SF
                   ----               ----             --           -------
Monthly Rent:      1BR/1BA =          $625             708          $0.88

                   2BR/1BA =          $725             875          $0.83

                   2BR/2BA =          $750             986          $0.76
- --------------------------------------------------------------------------------

Utilities included in Rent:         water and trash

Recreational Amenities:             Tennis, heated pool, sauna, spa, exercise
                                    room, w/d hookups in all units, laundry
                                    rooms

Vacancy:                            0% (some units will become available in
                                    December)

Comments:                           Ten year old project; good tenant appeal. 
Located off N. Main Street. Close to shopping, schools, freeway. Deposit = $250.
Pet deposit of $350 (20 lbs.). Good demand over past year. No units available.
Some units may become available in December. Carport parking plus open. No
specials. Month-month rentals. Source: (408) 449-1800

                                [GRAPHIC OMITTED]


                                                                              40
<PAGE>

                            RENT COMPARABLE NUMBER 3

Name:                               CYPRESS LANDING

Location:                           552 Rico Street, Salinas

Age/Type:                           1989/two-story garden design - 112 units

- --------------------------------------------------------------------------------
                   Type               Rent             SF           Rent/SF
                   ----               ----             --           -------

Monthly Rent:      1BR/1BA =          $655-690         750+/-       $0.87-0.92

                   2BR/1BA =          N/A

                   2BR/2BA =          $765-825         975+/-       $0.78-0.84\5
- --------------------------------------------------------------------------------

Utilities included in Rent:         water and trash


Recreational Amenities:             Tennis, heated pool, sauna, spa, exercise
                                    room, some units have fp's (all 1/br's),
                                    laundry rooms

Vacancy:                            0% (some units will become available in
                                    October)

Comments:                           Good tenant appeal. Located in north 
Salinas. Close to shopping, schools, freeway. Deposit = $350/450. Good demand
over past year. No units available. Some units may become available in October.
Carport parking plus open. No specials. 6 and 12 month leases ($15/mo. taken off
12 mo lease). Source: (408)424-4343

                                [GRAPHIC OMITTED]


                                                                              41
<PAGE>

                            RENT COMPARABLE NUMBER 4

Name:                               NORTHPOINTE

Location:                           196 E. Alvin Drive, Salinas

Age/Type:                           1976/ two-story garden design - 138 units

- --------------------------------------------------------------------------------
                   Type               Rent             SF           Rent/SF
                   ----               ----             --           -------
Monthly Rent:      1BR/1BA =          $568             648          $0.87-0.92

                   2BR/1BA =          $620             735          $0.84

                   2BR/2BA =          $669             835          $0.80
- --------------------------------------------------------------------------------

Utilities included in Rent:         water and trash

Recreational Amenities:             Tennis, heated pool, sauna, spa, exercise
                                    room, some units have fp's (all 1/br's),
                                    laundry rooms

Vacancy:                            1% (only one unit available at survey time)

Comments:                           Avg-Avg+ tenant appeal. Located in north 
Salinas. Close to shopping, schools, freeway. Deposit = $300/400. Good demand
over past year. Carport parking plus open. No specials. 6 month leases. Source:
(408)443-1776

                                [GRAPHIC OMITTED]


                                                                              42
<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


approximately 975 square feet, and rent from $745-795 per month. Amenities
include a pool, spa, clubhouse and carport parking. Some units have fireplaces.
No rental concessions or specials. The property is close to shopping, freeway
access and schools. The overall appeal is good. Only one unit is currently
available.

Rental #3 is rated slightly superior to the subject in terms of age and average
unit size (larger). While only some of the units have fireplaces, the overall
appeal of this complex is marginally superior indicating slightly higher rental
rates (on average). In short, the subject rental rates are well supported by
this comparable.

Rental Number 4 is the 138-unit "Northpointe Apartments" located at 196 East
Alvin in North Salinas nearby the subject. This is a two-story garden complex
built in 1976. The overall quality and condition are above average to good. The
location directly off N. Main is close to shopping, schools and freeway access.
The complex has 1, one bedroom unit currently available at $568/month, and 1,
two bedroom/one bath unit at $620/month. Two bedrooms reportedly rent as high as
$669 per month. One bedrooms range from 624 to 648 square feet, and two bedrooms
contain 735 to 835 square feet. Rents include water and trash. Security deposits
are $300 for one bedrooms and $400 for two bedrooms. Leases of six months are
required. There are no specials or concessions. Pets are not allowed. Amenities
include two laundry rooms, and one swimming pool.

The level and quality of amenities are inferior to the subject. The subject also
has an additional advantage of having security fencing and gates as well as
units having laundry hookups, garages, and fireplaces. In conclusion, the
subject rents should (and are) be significantly higher than $568 for a bedroom
and $620 + for the two bedrooms.

Other: In addition to the above primary comparables, several other complexes
including many owned by Thysen in the Salinas marketplace were considered.
Thysen owns another 12 complexes in Salinas (most are in North Salinas).
Although not enough to "set" the market, the number of complexes controlled by
Thysen has an influence on rental levels. Thysen property managers (employees of
Lincoln Property) regularly refer clientele to other Thysen complexes. Still,
there are more than enough competing projects to make it difficult if not
possible to "control" the market. Rental rates at these complexes are consistent
with one another and with competing projects.

Market Rental Conclusion

The four primary comparables strongly support the current subject rental rates
of $615 to $690 for one bedrooms, and $730 to $795 for two bedrooms/two bath
units. On a per square foot basis, the range is $0.87 to $1.00 per square foot
for the one bedroom units, and $0.76 to $0.95 per square foot for the two
bedroom units. Studios typically range from $1.13 to $1.58 per square foot.
Three bedroom units are not as prevalent as one and two bedroom units. The few
complexes that have three bedroom units are charging a minimum of $900 per
month.

With the exception of the three bedroom units, the subject units are being
rented at market levels at this particular time. The subject three bedroom units
are currently priced below market at $925. Based on


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The Circle & N. Plaza Apartments, Salinas, CA


market data, the economic or market rent for three bedroom units should be
approximately $975 per month

Of the complexes surveyed (including those not shown in this appraisal) which
consisted of about 2,000 total units, overall vacancy is running between 1-2
percent. Most had no vacancy. Some had only a few units available. A few
managers stated that units should become available in November and December as
seasonal workers go home. When a unit does become available, it typically takes
3 to 7 days to re-rent. However, in several cases, the unit is pre-leased
(rented prior to the occupant moving out).

Subject Market Rental Income ((@ 100 percent Occupancy)

Based on market rents, the subject would have the following monthly income at
100 percent occupancy.

<TABLE>
<CAPTION>
                                 Circles land II

Type                            Size         Rent/Mo.     Rent/SF                No.     Total Rents
- ----                            ----         --------     -------                ---     -----------
<S>                             <C>          <C>          <C>                    <C>     <C>    
1 BR (Cadiz model)              715 sf       $615         $0.86/sf               40      $24,600
1 BR (Durango/Brasilia)         755 sf       $650         $0.86/sf               79      $51,350
1 BR (Altamira)                 777 sf       $690         $0.89/sf               40      $27,600
2 BR (Guayaquil)                915 sf       $730         $0 .80/sf              40      $29,200
2 BR (Fortiuiza/Hermosillo)     983 sf       $760         $0.77/sf               80      $60,800
2 BR (Espirito)                 1,008 sf     $795         $0.79/Sf               40      $31,800
                                             ----                                --      -------
                                             $706 avg.                           319     $225,350

<CAPTION>

                             Circles III (N. Plaza)
<S>                             <C>          <C>  <C>     <C>   <C>              <C>     <C>    
1 BR (Cozumel w/garage)         660 sf       $615-625     $0.93-0.95/sf          52      $32,230
3 BR (La Terraza w/ garage)     1,310 sf     $975         $0.74/sf               68      $66,300
                                             ----                                --      -------
                                             $821 avg.                           120     $98,530
- ----------------------------------------------------------------------------------------------------
TOTAL                                        $736 avg.                           440     $323,880
- ----------------------------------------------------------------------------------------------------
</TABLE>

On an annual basis, the above translates to $3,886,560.

Actual Reported Income

Shown below is a table outlining revenue for 1994, through July 31, 1996. Rental
income for September 1996 is also shown. Income statements are shown in the
Addenda.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
                  1994                    1995                    ytd('96)                Sept. 96
- -----------------------------------------------------------------------------------------------------------
<S>               <C>                     <C>                     <C>                     <C>              
*Gross Rents:     $2,577,288 ($489/un)    $2,816,635 ($533/un)    $1,837,106 ($596/un)    $295,339 ($671/un)
Laundry           $   24,932              $   33,405              $   11,456              N/A
Other             $  116,044              $  174,518              $   98,074              N/A
</TABLE>
* - collected rents, N/A = Not available


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<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


Rental Income Estimate: Almost all of the subject's total income is derived from
rents. As shown above, rental income has increased significantly over the past
two years. This is due to in part to new management and an improving rental
market.

The actual rental income for the month of September 1996 was $295,339, or $671
per unit. This amount does not include nine vacant units. The market rent for
the vacant units total $7,200, or $800 per unit on average. Blending this with
actual rental income, results in a gross scheduled rental income of $302,539, or
$687 per unit. Consequently, $302,539 or $3,630,468 has been used as stabilized
gross income.

Laundry: The laundry income is stabilized at $20,000 per year. The actual
laundry income is somewhat higher as the complex rents stacked washer and dryer
units to tenants. Washer and dryers are considered personal property, and are
not valued in this appraisal. It is recognized, however, that since the subject
units all have laundry hookups, rental potential is greater than a comparable
unit without hookups. This has been considered in the market rents of the units.

Other: Other income consists of retained deposits, late charges, nsf checks, and
miscellaneous charges to tenants. The large percentage of this category relates
to security deposits. Although forfeited security deposits and late charges are
a source of income, it is not included in the reconstructed operating statement
as part of ongoing cash flows. This is largely because this type of income was
not accounted for in the computation of gross and net operating incomes for the
comparable sales.

Total Gross Income: Total gross income is estimated at $3,650,468; rounded to
$3,650,000.

Vacancy and Collection Loss

In estimating a stabilized vacancy factor, several factors were considered.
First, vacancy has decreased over the past few years due to new management and
improving market conditions. In 1993, market conditions were soft and vacancy
was significantly higher than it is today. Moreover, deferred maintenance and a
poor reputation resulted in as many as 88 units being available about 1.5 years
ago. The property has been upgraded over the past year. Meanwhile, market
conditions have improved due to an expanding economy. The resurgence of "Silicon
Valley" 70 miles to the north, the new Soledad Correctional facility, and
several thousand feet of regional shopping space has created many new jobs. The
new Wal-Mart in this area will also expand the retail base, and bring in new
jobs. It is estimated by management, for example, that about 30 to 40 percent of
the tenants work for Soledad Correctional facility.

As of the inspection date, the subject complex is running a 2.3 percent vacancy.
This is consistent with comparable Salinas projects. In 1994, the complex was
experiencing a vacancy factor in excess of 10 percent due to the reasons
mentioned above, but also to some reliance on seasonal workers from Mexico.
Seasonal tenancy is no longer a significant factor as management has installed a
lease program that calls for a minimum length of 7 months. The tenancy is now
much more stable than it has been in the past. With proper management and
property upkeep, tenancy should remain stable as the subject complex is
reasonably well-located and offers a variety of rental plans and a number of
amenities that are not found in most complexes in this area.


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<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


In addition, to vacancy, consideration must also be made for ongoing collection
loss. In the case of the subject, collection loss has been reduced from previous
years due to the stricter qualifying policies. There are five pending evictions.
According to management, evictions number about 10 per year. Deposits are
collected upfront, thus actual collection loss is mitigated to some degree.
However, consideration should still be made for collection loss. A reasonable
stabilized collection loss rate is 1 to 2 percent of gross income.

Assuming continued good professional management, vacancy and collection loss
should run at approximately 5 percent on average. There is the strong
possibility that vacancy and collection will fall below this estimate over the
next 12 to 24 months, however, longer-term, consideration should be made for
construction of new units and decreased economic activity.

Effective Gross Income

The effective gross income is estimated by deducting five percent from estimated
gross income, as shown below:

- --------------------------------------------------------------------------------
            Gross Annual Income:                        $3,650,000
            Less: Allowance for Vac/Collection (5%)       (182,500)
                                                          ---------
            EFFECTIVE GROSS INCOME                      $3,467,500
- --------------------------------------------------------------------------------

Expense Analysis

In order to estimate the value of the property by the income capitalization
approach, expenses must be deducted from effective gross income to arrive at a
net operating income estimate. Like other types of income property, apartment
property expenses are a function of services provided as well as physical and
geographical characteristics of the property itself. Operating and "fixed"
expenses vary from complex to complex, but generally fall between 33 to 43
percent of revenue (gross income), including replacement reserves.

Expenses can be broken down into per unit per year (or month), or as a
percentage of rental revenue or effective gross income. Expenses as a percentage
of income change depending on revenue levels. It can be difficult to compare
apartment expenses on a line-by-line basis. No two apartment complexes are
alike.

Shown on the following page is a recent operating history of the subject.
Expense categories are analyzed and discussed below. It should be noted that new
management took over in 1995; expense records previous to 1995 are not complete
and do appear to reflect current conditions.

Real Estate Taxes & Direct Assessments

California state law requires the reassessment of any parcel upon change of
ownership. The market value of the subject property intrinsically assumes a
hypothetical sale. Therefore, it is necessary to estimate real estate taxes
based upon market value.


   Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095   46
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The Circle & N. Plaza Apartments, Salinas, CA


In the State of California, property is enrolled at 100 percent of market value
as determined by the County Assessor upon transfer of ownership or significant
new construction. The maximum tax rate cannot exceed 1 percent of the enrolled
value, plus general assessment bonds and fees approved by the voters. Enrolled
value can be increased by a maximum of 2 percent per year, absent transfer, or
new construction, based on the cost of living. Under Proposition 8, approved
subsequent to Proposition 13, value can also be decreased to reflect current
market conditions. The actual taxes are below what the new taxes would be based
upon market value. According to the Monterey County Tax Collector Department,
there are no special assessment bonds. The tax rate is 1.02 percent.

Since market value has not yet been estimated by the income capitalization
approach, a technique which adds the composite tax rate reflecting the ad
valorem taxes to the capitalization rate has been used. The resulting value
estimate is then multiplied by the composite tax rate to obtain the amount of
new taxes. This method gives only an approximation since the assessed value may
not necessarily be the sale price (or market value). In addition, the value
conclusion by the sales comparison approach has been used as a guide. Applying
the tax rate of 1.05 percent, results in new taxes of $221,000.

- --------------------------------------------------------------------------------
                       SUBJECT PROPERTY OPERATING HISTORY
- --------------------------------------------------------------------------------

                                1994             1995             Y-T-D (8/96)
                                ----             ----             ------------
Gross Annual Rental             $2,577,288       $2,816,635       $1,837,106

Expense Item                    1994             1995             1996 (ytd)
- ------------                    ----             ----             ---------
      Payroll                   $233,530         $396,559         $221,704
      Utilities                 $297,344         $301,623         $171,823
      Insurance                 N/A              $ 20,175         N/A
      Taxes &                   N/A              $104,279         N/A
      License & Permits         N/A              $  5,663         $  5,741
      Management Fee            $  0             $ 79,243         $ 67,548
      Administrative            $ 49,722         $ 98,542         $ 34,466
      Maintenance & Repair      $292,851         $382,614         $191,725
      Gardening/Landscaping     $ 56,014         $ 80,892         $ 53,289
      Cable T.V.                $ 48,927         $ 43,395         $ 22,431
      Security                  $  5,952         $ 24,334         $ 16,231
                                --------         --------         --------

- --------------------------------------------------------------------------------
      TOTAL                     N/A              $1,537,319       N/A
      Per Unit                                   $3,494/unit
- --------------------------------------------------------------------------------

Note: Actual reported expense in 1995 was $1,782,874; the above does include
carpet replacement which was $245,555. Total expense in 1994 is not applicable
due to missing information and/or under-reported or over-


   Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095   47
<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


reported expense. Many of the above categories group expenses (e.g., pool
supplies and maintenance is under Maintenance and Repairs).

License and Permits

In addition to taxes, apartment properties incur license and permit fees. These
fees have been approximately $5,700 per year over the past two years. As such,
the stabilized estimate is $5,700.

Payroll

The subject employs 11 full-time personnel. This is broken down into three
administrative (leasing agent, assistant manager and manager) and eight
maintenance employees. The manager lives in the complex and the unit rent is
included in her compensation. Payroll expense was reported at $396,559 for 1995,
or $901 per unit. This includes payroll taxes, state compensation insurance,
unemployment taxes, wages for manager and office workers as well as maintenance
personnel, and bonus. To date, this category is $221,704, or $865 per unit
annualized. Taking the average of the two years, this expense has been
stabilized at $880 per unit, or $387,000 (rounded).

Utilities

Utility expense includes water, trash, basic cable, sewer, electrical for
exterior site lighting and for other common amenities, including laundry
facilities, filtering equipment for the pool, lighting for the clubhouse, etc.;
tenants pay their own telephone, electric and gas, and premium channel cable.
The subject units are individually metered.

Trash removal service is included in the monthly rent for all units. Utility
expense can be estimated on a price per unit or on a price per square foot
basis. The projects with the greatest amount of amenities and larger unit sizes
generally show the highest rates of utility expenses. In 1994, utilities were
reported at $677 per unit, and in 1995 it was reported at $687 per unit. The
annualized projection for 1996 is $671 per unit. We have stabilized this expense
at $700 per unit, which is consistent with prior years and other apartment
complexes throughout the region.

Insurance

Insurance expense has been stabilized at $100 per unit as based on similar
complexes throughout the region. Actual expense has not been reported.

Management Fee (Supervisory Management)

Lincoln Property Company has been managing the property over the past year and
one-half. The reported fee is $79,243 for 1995. To date in 1996, the fee has
been $67,548. The fee will increase with the increase in rental. Normally,
management companies will charge from a low of 3 for large projects to a high of
6 percent of collected rent for smaller complexes. Given the large size of the
subject, this expense is stabilized at the lower end, i.e., 3.5 percent.

Maintenance and Repair

This category includes on-going maintenance and repairs that include the common
areas, plumbing, pool, and electric. This category also includes building/pool
supplies, appliance replacement and decorating supplies. In 1995, most carpets
were replaced at a cost of $245,555. Several appliances


   Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095   48
<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


were also replaced at a cost of $33,270. This level of replacement does not
recur on an annual basis, thus an adjustment is required in stabilizing this
expense. Normally, maintenance and repair ranges from 4 to 7 percent of
effective gross income, or $400 to $600 per unit. The actual subject expense has
been substantially higher due to the refurbishing of the complex over the past
year. It should also be noted that this category does not include
landscape/gardening and exterminating contracts or wages for maintenance
personnel.

Administrative

This category consists of advertising and promotion, office supplies, computer
expense, legal, credit check expense, and miscellaneous expense such as
stationary, postage, etc. As shown in the Income & Expense Statement prepared by
Lincoln Property Residential, a management fee paid to Lincoln is included under
this category. In this analysis, the management fee has been separated and
discussed under its own category.

Gardening/Landscaping /Cable T.V. /Security

Landscaping is contracted to a private landscape company. Basic cable is
included in the rent, thus it is an expense to the landlord. Security patrol and
exterminating are also contracted. Total expense reported in 1995 was $151,000.
The total for the first eight months of 1996 is $109,840. We have stabilized
this category at $150,000.

Replacement Reserves

Most owners do not utilize the replacement reserve account during the analysis
or operation of an apartment complex. Rather, capital improvement items are
often expensed as they are incurred. However, since capital expenditures affect
the investor's cash flow, an analysis of the property's value must account for
these expenses in the form of appropriate reserves for replacement.

Reserves for replacements are estimated at two percent of EGI, which equates to
$159/unit. This takes into account the current good condition, lower effective
age and recently completed capital improvements of the project. Items which are
commonly associated with a reserve account include repaving of drives,
replacement of underground utility pipes and electrical conduit, roof and
foundation, as well as resurfacing of the pool new appliances, etc. (i.e., items
that are not normally expensed year to year).

Net Operating Income

Total stabilized expenses and collection loss allowance amount to $1,593,700, or
$3,690 per unit. This also equates to 45.9 percent of effective gross income. It
should be noted that as a percentage of income, expenses are higher at the
subject than they are for many complexes in this region. The reasons for this
include: (1) higher number of people residing at the complex due to the larger
percentage of three bedroom units; (2) basic cable service included in the rent;
(3) more common amenities (and security gates) than the typical complex
resulting in a higher level of maintenance; (4) rents are relatively low in
comparison to complexes in neighboring counties, thus as a percentage of income,
expenses appear high.


   Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095   49
<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


Net operating income is estimated by deducting operating and fixed expenses from
effective gross income, as shown below and on the following page:

- --------------------------------------------------------------------------------
                  Effective Gross Income          $3,467,500
                  Total Expenses                  (1,593,700)
                                                  -----------
                  Net Operating Income Before     $1,873,800
                  Income Taxes & Depreciation
- --------------------------------------------------------------------------------

Capitalization Rate Analysis

After net operating income is estimated, an appropriate capitalization method is
selected. Of the various techniques, the one that is almost always used due to
its simplicity is direct capitalization. This method employs the use of a single
rate known as the overall rate. The overall rate reflects the relationship
between the projection of annual net operating income and a sale price or an
estimate of value. It is calculated by dividing the net operating income of the
sale into the sale price. When the property is purchased all cash, which is rare
for larger apartments, and there is no subsequent change in value or income,
then the capitalization rate is also the rate of return on the total property
investment.

In the Sales Comparison Approach section of this report, there is a table in
which we have summarized our analysis of capitalization rates for the comparable
sales. These capitalization rates were based on actual or actual near-term
potential gross annual income less expenses at time of sale. In each case,
expenses included new real estate taxes at market value as opposed to actual
taxes which are typically much lower. The capitalization rates derived from each
of these sale properties are summarized below:

Sale No.             1      2     3     4      5     6       7     8
- --------------------------------------------------------------------------------
Cap Rate (%):        8.54   8.6   9.1   9.34   9.6   10.15   7.9   9.69

The main factor influencing capitalization rates is the perception of risk.
Those properties perceived to have higher risk, will sell at higher
capitalization rates. The lower risk properties sell at lower capitalization
rates. Apartment properties, because of their low vacancy, generally fall into
the low risk category. Risk factors that should be taken into account in
selecting an appropriate capitalization rate include the following:

o      Amount of available land zoned to allow future apartments

o      Upside (or downside) potential of cash flow
- -
o      Existing or planned government restrictions on use and/or rent increases
- -
o      Deferred maintenance and remaining life of site improvements

o      Marketability/liquidity

o      Availability of financing

Availability of Land (potential of future competition)

While there are several hundred acres of undeveloped land in the general area,
most is zoned agriculture or has environmental issues such as sloughs/wetlands.
This is not to say, however, that additional apartments could not be developed
within a 50 mile radius. There has been very little apartment construction in
the area over the past 9 years. One of the main reasons is the high


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<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


cost of land and building. So, while future construction of apartments will
occur to some degree, the high cost will result in higher rents that likely will
not compete with the subject.

Upside Potential of Cash Flow

Gross revenue projected at stabilized occupancy is based largely on the current
average rate. The market rate, although close, is still lower than the actual
income. And given high occupancy in almost all Salinas apartment properties, it
appears certain that rents will continue to gradually increase over the next 12
to 24 months. Consequently, upside rental potential appears good at this
particular time. The subject is not affected by rent control, so this would not
be a limiting factor.

Deferred Maintenance

The subject is well-maintained without any significant repairs or deferred
maintenance. Better-conditioned apartments tend to sell at lower capitalization
rates.

Marketability/Liquidity

Appropriately priced, the subject would have good marketability (see Marketing
and Exposure Estimate sections). This tends to lower the overall capitalization
rate since there would be good buyer demand. At 439 units, the subject is on the
larger size. Larger properties have a tendency to sell at higher rates than
similarly located smaller complexes due to the drop off in potential buyers.

Availability of Financing

Financing should not have a significant impact on the capitalization as capital
is available for this type of property.

Capitalization Rate Conclusion

In conclusion, the subject capitalization rate should fall between 8.75 to 9.5
percent, as evidenced by the sales. Discussions with brokers, property owners
and management companies indicate that apartment capitalization rates are
dropping in Santa Clara County. Although this may also occur in Salinas, there
is no empirical data to support a lower than 9.0 percent rate at this particular
time. Based on our analysis, the most probable subject capitalization rate is
9.0 percent.

                  $1,873,800/ .090            =         $20,820,000
- --------------------------------------------------------------------------------

Cash-on-Cash Rate Method

As a check on the above estimate, cash-on-cash has been used. The cash-on-cash
rate is the annual cash flow to equity as a percentage of equity investment.
Cash flow is net income after deduction of debt service. This method is helpful
in determining whether the appropriate capitalization rate has been used. The
formula is as follows:

                                       Cash Flow (net income after debt service)
                                       -----------------------------------------
           Cash-on-Cash rate   =       equity

Apartment property loans are usually amortized over 25 to 30 years. Loan-to
value ratios are typically 70 to 75 percent.


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The Circle & N. Plaza Apartments, Salinas, CA


The cash-on-cash rate is helpful in supporting value, especially when direct
market information is not available. Apartment sales sometimes involve some form
of seller financing, where details are often not available. As such, the
cash-on-cash rate is an approach that usually takes a back seat to direct
capitalization. In this appraisal, enough information to gauge what an
applicable cash-on-cash rate was available.

                             INCOME APPROACH SUMMARY
- --------------------------------------------------------------------------------

INCOME
    Gross Annual Rental Income                           $3,630,000
    Laundry                                              $   20,000

  TOTAL GROSS INCOME                                     $3,650,000

Less: Vacancy & Collection Loss Allowance (5%)             (182,500)
                                                           ---------

Effective (collected) Gross Income                       $3,467,500

  Stabilized Operating Expenses                        Per Unit (rd)
  -----------------------------                        -------------

     Payroll                          $ 387,000                $880
     Taxes (Prop 13)                  $ 221,000                $505
     License & Permits                $   5,700                $ 13
     Utilities                        $ 300,000                $690
     Insurance                        $  44,000                $100
     Management Fee                   $ 121,000                $273 (3.5%)
     *Administrative                  $  75,000                $170
     Maintenance + Repair             $ 220,000                $500
     Landscape/Cable T.V./Security    $ 150,000                $342
     Replacement Reserves             $  70,000                $159
                                      ---------                ----
*includes -Advertising & Promotional  

- --------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES             $1,593,700              $3,630 (45.9%)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
NET OPERATING INCOME (NOI)                               $1,873,800
- --------------------------------------------------------------------------------

          OVERALL CAPITALIZATION RATE (Applied to NOI)                 .090
                                                                        ---
- --------------------------------------------------------------------------------
Market Value As Is:                                               $20,820,000
- --------------------------------------------------------------------------------

Based on a 75% LTV which requires equity of $5,205,000 and a loan of $15,615,000
and a 8.0 percent (VIR) interest rate (30-yr amort), the annual subject debt
service would be $1,374,928. The cash flow after debt service would be $480,000
(rounded). Dividing $5,205,000 into equity of results in a cash-on-cash rate of
9.2 percent.


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The Circle & N. Plaza Apartments, Salinas, CA


The sale properties' cash-on-cash rates ranged from a low of 6.8 percent for a
San Jose complex to 11.1 percent for a 331-unit complex built in 1964/1970. The
average is 9.33 percent -- slightly higher than the subject. Consequently, the
subject value by the direct capitalization method is supported by the
cash-on-cash method.

Other Capitalization Procedures

Other capitalization methods may be used in the appraisal of apartment
properties, although their understanding and use falls far short of direct
capitalization. The Discounted Cash Flow analysis (DCF) is one such method. In
this procedure, the value of a property is equivalent to the present value of
the annual before tax cash flows, over an assumed investment holding period,
plus the sale (reversion) of the property at the end of the holding period, at a
single discount rate. The advantage of this approach is that it identifies
variability in annual cash flows, especially in a startup operation.

The Discounted Cash Flow Analysis requires several assumptions that impairs its
reliability. For this reason, it is oftentimes considered a secondary valuation
method in the appraisal of apartment appraisals.

In this appraisal, the DCF procedure has not been used as it does not provide
any additional insight into the valuation of this property. There are several
reasons for excluding this approach. There is nothing to suggest at this time
that there will be substantial changes in income patterns, although the
near-term trend appears to be continued strengthening and gradual increasing of
rents.. Another reason is that there would be several assumptions that would
have to be made. Perhaps the most compelling is that the sales were not
purchased on a DCF approach. Employing a DCF for the subject would require that
inferences be made about each sales as to applicable yield and going-out
capitalization rates, as well as hold periods and annual expense and income
increase (or decrease) projections. If the majority of these sales were
purchased in this manner, then a DCF would have applicability; however, this is
not the case.

Income Approach Conclusion

The Income Approach concludes a value of $20,820,000.


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<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


SALES COMPARISON APPROACH
================================================================================

The Sales Comparison or Market Data Approach involves making an analysis of the
property being appraised based on sales of similar properties. To a lesser
degree, this procedure may consider the asking prices of current listings. The
market data approach presumes that a prospective purchaser would pay no more for
a property than the amount with which he or she could buy another of equal
utility. The reliability of this procedure is determined by: 1) availability of
comparable sales; 2) comparability of sales in terms of date of sale, location,
size, density, or other physical characteristics; and, 3) verification of the
sales data.

Although there are variations, apartment property sales are often analyzed using
four unit-of-comparison indicators:

                  o Price per unit
                  o Gross Income Multiplier or Effective Gross Income Multiplier
                  o Price per Rentable Square Foot

                  o Price per Room

Price Per Unit Method: The price per unit method is most often affected by unit
size, condition, overall functional utility, and location of a property. Sales
with high average unit sizes which are situated in the most desirable locations
tend to command the highest price per unit. Naturally, the existing potential
rent levels also affect the sale price, thus influencing the price per unit
value. Each of these factors determine the amount of net operating income that
can be generated per unit which is a fundamental measurement of investor return
when applying the price per unit method.

Price Per Room Method: Sale price per room demonstrates the same relationship as
price per unit. Applying the same logic discussed above, which considers the
average unit size of the subject, existing rent levels, and location relative to
the comparable sales, a value per room can be estimated for the appraised
property.

Price Per Square Foot Method: While size is a strong influence in sale price per
unit and price per room, the rent levels attained by a property per square foot
are closely related to the price per square foot it may attain in the
marketplace. It is generally true that all else being equal, the rent per square
foot for larger units is less than the rents per square foot for small units.
Thus, apartment buildings which have larger unit sizes have lower rents per
square foot and therefore have lower selling prices per square foot.

Gross Income Multiplier Method: The gross income multiplier (GIM) technique is
oftentimes perceived as one of the most accurate market measure of value by the
Direct Sales Comparison Approach. The GIM is calculated by dividing the sale
price of the sale property by its gross annual income. This method tends to
equalize property differences such age, size, and number of units. In general,
where there is a fee simple title, apartment properties tend to sell at 5.5 to 8
times multiple on actual income. The range is tempered by a number of factors
that include location, condition, quality, and upside rental potential. The more
desirable properties with good track records will typically be higher on the
scale, whereas lower quality facilities in weak locations tend


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<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


to fall at the lower side. Since the GIM involves gross income rather than net
income, the appraiser must compare the level of expenses of the comparables with
the subject. This technique works best when expense operating ratios are
reasonably consistent. Comparison is not straightforward, for example, when the
sale property has an operating expense ratio that is significantly higher than
the subjects'. Consequently, when estimating a GIM, care must be taken when
comparing gross incomes. A variation of the GIM technique--effective gross
income multiplier (EGIM)--is calculated by dividing the sale price by the
effective gross annual income instead of the gross annual income. This
technique, however, often does not result in a further refinement since
apartment vacancy (and collection loss) throughout the region is very low.

Comparable Sales Description & Analysis

A search for apartment properties was made in Salinas and surrounding areas. No
sales of larger apartment complexes (over 100 units) in Salinas during 1995 and
1996 were found. The most recent larger apartment transaction in Salinas
occurred in 1994; a 60 unit complex sold in 1993 and an 112-unit property
transferred in late 1991. A summary of these sales is summarized on the
following pages. Additional information is included in the Addenda.

To obtain more recent sales data, it was necessary to expand the search into
nearby cities and counties. The strongest sales activity at this time is taking
place in Santa Clara County, adjacent to the north of Monterey County. A number
of larger sales have also taken place in Santa Cruz County, to the west. A brief
description of each sales area and how it relates to Salinas is summarized in
the following paragraphs.

Santa Clara County/San Jose: This is the largest county in the region with a
population of over 1.4 million. It contains the City of San Jose, the third
largest city in California. "Silicon Valley" originated in Santa Clara County.
The county is home to over 2000 electronic firms, including industry leaders
such as Intel and Hewlett Packard. Over the past 20 months, technological
employment has dramatically increased resulting in the creation of several new
jobs. To fill new jobs, several thousand people have moved into "Silicon Valley"
thus creating a demand for housing. As a result, apartment and other housing
rents have increased substantially, nearly doubling from previous lows in some
cases. Investors have now caught on to increasing rental activity, and sales
activity is brisk. This market has "filtered" into nearby communities, including
Santa Cruz, Alameda County, and to some lesser degree, Salinas.

The resurgence of the Santa Clara County market comes after six years of
sluggish performance. The last major upswing was in 1982-85 when rents increased
annually by 18 to 20 percent. From 1995 to 1989, rents and vacancy were steady.
In late 1989, following the Loma Prieta earthquake and a decline in economic
activity, vacancy levels started to increase and rents became soft with rental
concessions given in some complexes. Starting in late 1994, the market started
to once again turn upward. In 1995, economic conditions improved and rents
increased to reflect a landlord's market. Today, vacancy is extremely low with
very units available for rent. This is expected to continue for at least the
next six to 12 months as little land is available for new apartment construction


   Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095   55
<PAGE>

                    COMPARABLE MARKET DATA - APARTMENT SALES

<TABLE>
<CAPTION>
Sale    Project Name
No.     Location                    No. Units   Sale Date (COE)   Year          Sale  Price/       GIM               Price Per Unit
        A.P.N.                       RSF-Bldg                     Built        Price  Sq. Ft       OAR         Cash-on-Cash
====================================================================================================================================
<S>     <C>                         <C>             <C>           <C>    <C>               <C>         <C>                  <C>
[ 1 ]   Willow Gardens Apartments
        1750 Stokes Street             186          6/14/96       1971   $13,650,000       $85.17        7.04               $73,387
        San Jose, CA                 160,260                                                            8.54%                  6.8%

        2-story apartment garden style built in 1970. Wood frame, wood exterior. Average quality and condition. 190 covered parking
        spaces (carports). Amenities include pool, spa, laundry, recreation room, balconies/patios, storage lockers, a/c. 6.40 acres
        (29.06 du/ac). First loan $10,600,000 from St. Paul Federal Bank. Document #13330744.

[ 2 ]   Ocean Terrace
        1630 Merrill Street            100          7/12/96       1972    $6,300,000       $78.04         6.5               $63,000
        Santa Cruz, CA              80,724 sf                                                            8.6%                  8.1%

        100-unit garden style built on 2.7 acres in county area of Santa Cruz. Built in 1972, there are six buildings, a pool,
        exercise room, sauna, three laundry rooms, and on-site manager's office. Wood frame construction. Average quality and avg+
        condition. 130 on-site parking spaces. AEK kitchens. $4,725,000 first from Home Savings of America.

[ 3 ]   Fox Creek Village
        196 West Alvin Rd.,            168          9/24/94       1986    $9,350,000       $66.31         6.8               $55,650
        Salinas, CA                 141,856 sf                                                           9.1%                 9.87%

        Built in 1986, Fox Creek Village consists of 76, 1/br/1ba units measuring 708 sf; 24, 2br/1ba units measuring 875 sf, and
        68, 2/br/1ba units 986 sq ft. The gross building area is 145,023; the net rentable has been reported at 141,858 sf. 36 units
        have wood-burning fireplaces. Units include patios or balconies, refrigerators, microwaves, dishwashers, disposals, and
        laundry hook-ups. There are laundry rooms with washers and dyers in the complex. Above average to good quality and
        condition. One covered parking space per unit.

[ 4 ]   Kingdale Oaks
        1919 Fruitdale Avenue          331          8/15/95       1970   $16,760,000       $66.22        6.01               $50,634
        San Jose, CA                253,098 sf                                                          9.34%                 11.1%

        Average quality, 1, 2 and 3-story buildings built in 1964-1970. Wood frame and stucco. Concrete slab. Average condition. 331
        covered parking spaces (carport). 166 open parking. Amenities include 2 heated pools, spa, poolside grills, laundry rooms,
        volleyball, and recreation building. Elevator served. New first loan from St. Paul Federal Bank, and seller second.
        Marketing time was reported at six months. 11.76 acres (28.15 du/ac). 1, 2 and 3 bedroom units.

====================================================================================================================================
</TABLE>

Note: The above date was obtained from sources deemed reliable. However, the
accuracy of the data cannot be guaranteed by R. Saia, MAI Associates (9/96)


                                                                              56
<PAGE>

                    COMPARABLE MARKET DATA - APARTMENT SALES

<TABLE>
<CAPTION>
Sale    Project Name
No.     Location                    No. Units   Sale Date (COE)   Year          Sale  Price/       GIM               Price Per Unit
        A.P.N.                       RSF-Bldg                     Built        Price  Sq. Ft       OAR         Cash-on-Cash
====================================================================================================================================
<S>     <C>                          <C>            <C>           <C>     <C>              <C>         <C>                  <C>    
[ 5 ]   Hidden Creek Apartments
        200 Button Street              146          7/14/94       1973    $7,400,000       $77.81        6.78               $50,685
        Santa Cruz, CA                95,100                                                            9.60%                   N/A

        3.8 acres (37 du/ac). 2-story, nine buildings. Garden style walk-up. Average quality and condition. 42 studios, 60 1br/1ba,
        44 2br/1ba units. About half of complex is subsidized housing tenants. Financing terms n/a. Marketing time = 3 months.
        Amenities include pools, creek fountain and extensive landscaping.

[ 6 ]   North Bay Apartments
        41 Granview Street             115          12/15/95      1989    $8,550,000       $81.88        6.11               $74,348
        Santa Cruz                   104,421                                                           10.15%                 10.8%

        Good quality, 2-story garden style complex built in 1989. Average to good location. Buyer had to pay $300,000 in repairs and
        $175,000 in commissiions. Cap Rate is somewhat high based on other sales of similar age, size, and location. Property was
        never exposed to open market.

[ 7 ]   2186-2198 Brutus Street         60          5/26/93       1988    $3,072,000       $61.46        7.83               $51,200
        Salinas                       49,980                                                            7.90%                   N/A

        Average to good quality garden complex located in north Salinas close to shopping, schools and freeway access. There are 23,
        1br units, and 37, 2br/2ba units. Average unit size is 833 square feet. No rent control. Financing terms were not available.

[ 8 ]   Cypress Landing
        552 Rico Street                112          11/1/91       1989    $5,950,000       $59.11         6.4               $53,125
        Salinas, CA                  100,660                                                             9.69

        Newer, garden style consisting of 36 1br/1ba and 76, 2br/2ba units. 2-story buildings. Good quality and condition. Amenities
        include clubhouse, spa, pool weight room, tennis courts. Carport + open spaces. Average monthly rent at time of sale = $689.
        Average unit size = 899 square feet. All cash to seller.

====================================================================================================================================
</TABLE>

Note: The above date was obtained from sources deemed reliable. However, the
accuracy of the data cannot be guaranteed by R. Saia, MAI Associates (9/96)


                                                                              57
<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


Housing prices in San Jose are higher than they are in Salinas. Good Salinas
neighborhoods, such as those found in north Salinas, can be compared to the more
average/middle income areas of San Jose as well as the agricultural communities
of Gilroy and Morgan Hill, in southern Santa Clara County Still, downward
adjustments are required for location when comparing San Jose to Salinas.

Santa Cruz: In general, rental housing in Santa Cruz is less than it is in San
Jose, but higher than in Salinas. Although considered more desirable, Santa Cruz
is a relatively good area to draw comparable sales for comparison to Salinas.
Santa Cruz is a coastal community that relies heavily on tourism and
agriculture; some technology has filtered into the area from Silicon Valley.
Rents have been increasing, but not nearly at the pace of San Jose. Occupancy is
also extremely high in this area. A downward location adjustment is required
when comparing a Salinas property to a Santa Cruz property.

Monterey: No sales over 100 units were found in Monterey. This is mainly due to
the limited number of larger units in the city. Although the City of Monterey is
superior to Salinas in residential desirability, nearby cities such as Seaside
and Marina are overall comparable. However, no sales of larger units were found
in this area as well.

Adjustment Process

The most common unit of comparison indicator for apartments is price per unit.
As such, the subject has been adjusted to the comparable sales on this basis. A
sequence for making adjustments must be followed when percentage adjustments are
calculated and added together. The first adjustment is for property rights
conveyed. In this case, all properties sold fee simple or leased fee (short term
leases of less than one year); no leasehold sales were included. Thus, no
adjustment was required.

The second adjustment converts the transaction price of the comparable into its
cash-equivalent or modifies it to match the financing terms projected for the
subject property. No sales with financing favorable enough to significantly
influence the sales price were included, no adjustment was required.

The third adjustment is made for conditions of sale or other (e.g., personal
property included in sale price). No REO or distressed sales were included, and
no sales with furnished units were considered. Every apartment has some amount
of personal property that transfers with the property; however, these items are
nominal.

Other adjustments considered were based on differences in market conditions,
appeal, quality/density, condition, and size. No specific adjustment was made
for rent control (i.e., San Jose complexes), although this is considered in the
location adjustments.

Shown on the following pages is a table summarizing eight apartment sales.
Additional information concerning each sale, including recording data and a
photograph, is in the Addenda.

Apartment Sale Number 1, at $73,387 per unit, is a June 1996 sale of the Willow
Gardens Apartments, an 186-unit garden style walk-up apartment located in a
centrally-located middle-income neighborhood in San Jose. This is an average
quality complex in average condition at time of sale. There are 162, two
bedroom/two bath units, and 24, three bedroom/two bath units. The average unit
size is 861 square feet. Amenities consist of a pool, spa, recreation building,
and laundry rooms. The


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The Circle & N. Plaza Apartments, Salinas, CA


project sits on 6.40 acres, indicating a density of 29.06 units per acre. The
project falls under San Jose Rent Control, which limits rental increases to
eight percent with pass-through for extraordinary and capital expenses.

The purchase price of $13,650,000 represents a rentable per square foot
indicator of $85.17, and a per room value of $17,773. The GIM on actual rental
income is 7.04. On market rents, the GIM is 6.29, indicating reasonably good
upside rental potential. The Overall Capitalization Rate is 8.54 percent on
actual income less actual expenses adjusted for new taxes and reserves. The
cash-on-cash rate is 6.8 percent.

In comparison to the subject, a downward adjustment is required for location. As
noted, San Jose rent levels are higher than those found in Salinas. For example,
a two bedroom/two bath unit at Willow Garden is $ 1,000+, or about $200-300 per
unit higher than in Salinas. A downward adjustment of 25 percent as based on
rental differential appears reasonable. The subject is a somewhat newer complex
with more amenities, however, this has essentially been accounted for in the 25
percent location adjustment as based on rental differential. The average unit
size and the project densities are roughly similar, thus no adjustments were
necessary. A further downward adjustment of 10 percent is required by the
subject's much larger size. Smaller apartment properties tend to sell at higher
unit values due to a larger buyer group. Adjusting downward by 35 percent,
results in an indicated subject per unit value of $48,000 (rounded).

Apartment Sale Number 2, at $63,000 per unit, is a July 1996 sale of the Ocean
Terrace Apartments, an 100-unit garden style walk-up apartment located in an
unincorporated area of Santa Cruz County between the cities of Capitola and
Santa Cruz. This is an average plus quality complex in above average condition
at time of sale. There are 52, two bedroom/ units, and 32, one bedroom! units.
There are also 16, 3 bedroom units. The average unit size is 807 square feet.
Amenities consist of a pool, sauna, exercise room, and laundry rooms. The
project sits on 2.70 acres, indicating a density of 37 units per acre.

The purchase price of $6,300,000 represents a rentable per square foot indicator
of $78.04, and a per room value of $16,406. The GIM on actual rental income is
6.5. Market rents were about 3 percent higher than actual income during the six
month marketing period. The Overall Capitalization Rate is 8.6 percent on actual
income less actual expenses adjusted for new taxes and reserves. The
cash-on-cash rate is 8.1 percent.

In comparison to the subject, a downward adjustment is required for location. As
noted, Santa Cruz rent levels are higher than those found in Salinas. For
example, a two bedroom/two bath unit at Ocean Terrace is $800-850+, or about
$l00-250 per unit higher than in Salinas. A downward adjustment of 15 percent as
based on rental differential appears reasonable. The subject is a somewhat newer
complex with more amenities, however, this has essentially been accounted for in
the 15 percent location adjustment as based on rental differential. The average
unit size is roughly similar, thus no adjustment was necessary. In addition, a
downward adjustment of 10 percent is made for the subject's larger size. Smaller
properties tend to sell at higher unit values because they appeal to a larger
group of buyers. Adjusting downward by 15 percent, results in an indicated
subject per unit value of $53,500 (rounded).


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<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


Apartment Sale Number 3, at $55,655 per unit, represents Fox Creek Village, an
168-unit two-story garden complex built in 1986, located nearby the subject in
north Salinas. Although somewhat newer, Sale 3 is the best comparable in terms
of locational characteristics. Physical characteristics are also similar. Fox
Creek includes a pool, tennis court, recreation building and laundry facilities.
There are 76, one bedroom units; and, 92 two bedroom units. The average unit
size is 844 square feet. Some of the units have fireplaces. Parking is by
carport stalls and open spaces. The overall quality and condition are good.

In comparison to the subject, a downward adjustment of 10 percent is required
for size. Another adjustment of 5 percent is made for this property's lower
effective age. Although there are no sales in Salinas to determine whether
apartment property value has increased since the September 1994 sale date, it is
logical to assume that since rents are now somewhat higher that values are
likely higher as well. Consequently, an upward adjustment of 5 percent is made
On balance, a negative 10 percent adjustment is required indicating a subject
unit value of approximately $50,000.

Apartment Sale Number 4, at $50,634 per unit, is located south of Freeway 280
near San Jose City Community College within single family and apartment
neighborhood. the project is under San Jose Rent Control Ordinance. This is
average quality and condition. The buildings are wood frame and stucco with flat
T&G roofs built in 1964 and 1970. There are 36, studios; 264 1br/1ba units; 20,
2br/1ba units; 5, 3br/2ba; and, 6 2br/2ba units. Amenities include 2 heated
pools, poolside grills, laundry rooms, recreation room, and volleyball. Elevator
served. Units have either balcony or patio and are separately metered. Average
condition. 1.5 parking spaces per unit (166 open spaces and 331 carport).
According to selling broker Bruce Hermann with Marcus & Millichap, gross
scheduled actual income at time of sale was $2,787,000, or approximately $700
per unit per month. Actual vacancy (and stabilized vacancy) was 4.38%.
Factoring-in taxes at market (per Prop 13), total expenses were reported at
approximately $1,100,000. Net operating income is estimated at $1,565,000.
Financing consisted of a 1st from St. Paul Federal Bank of $14,850,000 (VIR) 8%,
25-yr amortization and a seller second of $556,000 @ 7%, 2 years resulting in a
total annual debt service of $1,414,297. Cash flow (after debt service) is
$150,703, indicating a cash-on-cash rate of 11.1% on the cash downpayment of
$1,354,000. The marketing time was reported at 6 months. The sale reportedly did
not involve an exchange. This sale closed in August 1995, but was negotiated
several months prior.

In comparison to the subject, a downward adjustment is required for location,
although not nearly as great as the adjustment made for Sale 1. The subject has
superior appeal, but due to the locational difference a downward adjustment of 5
percent is made. A 5 percent upward adjustment is required for market
conditions, that is, rents have moved upward over the past 1.5 years. No size
adjustment is required. The subject's actual rent and expense level per unit is
very similar to this sale property, thus it would make sense that the
adjustments tend to offset one another. As such, no adjustment has been made.
This sale indicates a potential subject unit value of $50,500 (rounded).

Apartment Sale Number 5, at $50,685 per unit, represents a nine building,
two-story, garden style complex of average quality. The project is located near
Highway I in the City of Santa Cruz.


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<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


It is in a neighborhood of predominately small bungalow single family homes
built from 1930 to 1970; a new zero-lot line SFR development is located directly
across. There are 42 studio units with an average size of 550 square feet; 60,
1br/1ba units @ 650 sf and, 44, 2br/1ba units of 750 sf. The rentable area is
95,100 square feet (avg. unit = 651). There are no recreational amenities except
for pool and common utility rooms. Landscaping is extensive in some areas.
One-half of the units are subsidized housing units. At time of sale, "market"
rents were $600 for studio, $750 for I bedrooms, and $850 for two bedrooms. The
gross and net incomes are estimates based on reported actual income per MLS
listing (#369018). According to assessor's office, some buildings had deferred
maintenance, however, cost to repair are not known.

In comparison to the subject, a downward adjustment is required by this
comparable's superior location. However, the subject is newer with superior
appeal and has a higher average rental rate per unit. A 5 percent upward
adjustment is made for superior appeal/condition. A 10 percent downward
adjustment is required for the subject's larger size. On balance, a 5 percent
negative adjustment is made resulting in an indicated subject unit value of
$48,000 (rounded).

Apartment Sale Number 6, at $74,348 per unit, is located in west Santa Cruz off
Highway 1. This is a good quality walk-up garden design built in 1989. It is the
newest complex built in west Santa Cruz area. Amenities include a swimming pool
and carport parking. There are no other recreational facilities, although the
complex is within a short drive to beaches and three miles to Santa Cruz Beach &
Boardwalk (good tenant appeal). The buyer paid $300,000 in repairs and $175,000
commission, thus actual price was somewhat higher than reported above. The
property was never exposed to the open market. The higher than normal
capitalization rate is reflective of this and the extra cost to the buyer of
repairs and commission. There are 18, 1br/1ba units; 69, 2br/2ba units; and, 28,
2br/2.5 ba units. Market rents are about 3-5 % higher than actual.

In comparison to the subject, downward adjustments are required for age,
location and size. We estimate these to be 30 percent (15% location, 5% size,
and 10% age). The indicated subject value per unit from this sale is $52,000
(rounded).

Apartment Sale Number 7, at $51,200 per unit, represents an average to good
quality garden style apartment complex located in north Salinas. There are 23, 1
bedroom units and 37, 2 bedroom units. The 60 unit complex is smaller than the
subject, however, it is very similar in location. Adjusting this sale down by 15
percent for size, and upward by 5 percent for improved market conditions since
date of sale results in an indicated subject value per unit of $46,000
(rounded). Although this is a nearby comparable, because of its smaller size and
older sales date less emphasis was placed on it in the final analysis.

Apartment Sale Number 8, at $53,125 per unit, represents the sale of the
112-unit Cypress Landing Apartments in north Salinas. One of the last complexes
to have been built in Salinas, Cypress was completed in 1989. There are 12,
two-story buildings. Amenities include a pool, hot tub, weight room, tennis
court and recreation building. All units have patios or balconies,
refrigerators, R/O and dishwashers; some have fireplaces. There are 36, 1br/1ba
units; and, 76 2br/2ba units measuring between 955 to 985 square feet. Carport
and open parking. The average unit size is 899 square feet. Gross annual income
at time of sale was $925,740, and net operating


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The Circle & N. Plaza Apartments, Salinas, CA


income was $573,218, indicating a cap rate of 9.690/a. Normally, a 1991 sale
would not be used as part of a primary sales analysis. In this case, given the
scarcity of large apartment sales in Salinas, it has been used.

No adjustment is required for location. Cypress is newer than the subject, and
has marginally superior appeal. It is also smaller. A 10 percent downward
adjustment is reasonable for these factors. On the other hand, an upward
adjustment of 5 percent is made for improved market conditions since late 1991.
On balance, a negative 5 percent adjustment is applied indicating a subject unit
value of S50,000 (rounded).

Sales Comparison Approach Summary & Conclusion

The sales analyzed in the sales comparison approach range in size from 60 to 331
spaces, and in unadjusted price from $50,634 to $74,387 per unit. After
adjustment, the sales indicated the following range of value:

Sale 1      Sale 2      Sale 3      Sale 4      Sale 5      Sale 6      Sale 7
- ------      ------      ------      ------      ------      ------      ------
$48,000     $53,500     $50,000     $50,500     $48,000     $52,000     $46,000

            Sale 8            
            ------            Average = $49,750
            $50,000           Median  = $50,000
          
For one reason or another, the sales are not highly similar. They do, however,
provide a reasonably narrow range of potential subject value. The sales
consistently group around $50,000 per unit, all three sales in Salinas sold in
the low to mid-$50,000 per unit range. Consequently, $50,000 is a reasonable and
supportable per unit value to apply to the subject property.

- --------------------------------------------------------------------------------
            439 units      x       $50,000/units    =       $21,950,000
- --------------------------------------------------------------------------------

Check for Reasonableness: Based on a market value of $21,950,000, the subject
property would have the following unit of comparison indicators:

            Price Per Rentable SF:              $55.00 (rd)
            Price Per Room:                     $13,954
            GIM                                  6.01

Price Per Rentable SF: The range of the comparables is $59.11 to $85.17. The
subject should fall towards the lower end since it has larger sized units
(including 3 bedrooms). Consequently, the above price is reasonable by this
method.

Price Per Room: The range of the comparables is $14,157 to $19,344; most are in
the $14,000 to $16,000 range. The subject is at the lower end, but this is to be
expected given its greater number of rooms resulting from three bedroom units.
As such, the price per room method supports the above estimate.


   Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095   62
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The Circle & N. Plaza Apartments, Salinas, CA


GIM: The subject has a high expense ratio which should be considered in
selecting the appropriate GIM. The range of the comparables is 6.01 to 7.83;
most range from 6.01 to 6.8. At 6.01, the subject is at the lower end, but well
supported by the sales especially considering the higher expense ratio. The best
overall comparable is Sale 4, in part due to size and similar income and expense
levels. This comparable is also 6.01. Consequently, the above value estimate is
well-supported by the GIM technique.

SALES COMPARISON APPROACH CONCLUSION:

The Sales Comparison Approach concludes a value of $21,950,000.


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The Circle & N. Plaza Apartments, Salinas, CA


RECONCILIATION OF THE VALUE ESTIMATES

The market value of the subject property has been estimated by two of the three
traditional appraisal approaches. The indications given by each are summarized
as follows:

================================================================================
            Income Approach                     $20,820,000
            Sales Comparison Approach           $21,950,000
================================================================================

In order to determine our final opinion of value, the reliability and relevance
of each value based upon the quality of data collected, and the applicability of
the assumptions underlying each approach was considered.

The cost approach was not used in this appraisal. Although it may have some
relevancy, it is not a primary valuation method.

The Sales Comparison Approach is a more accurate method than the cost approach,
but is flawed to some degree by the limited number of comparable sales in the
Salinas area. The sales that were available, however, provided consistent
support.

The Income Capitalization Approach is the better of the two methods, but is also
flawed to some degree by the lack of recent sales in Salinas. The sales provided
a strong central tendency in indicating that capitalization rates are within a
fairly narrow range of 8.0 to 9.5 percent; however, market conditions are
improving and capitalization rates may be decreasing. Without recent empirical
data in Salinas, however, it is difficult to pinpoint a specific rate for the
subject property. Still, most weight has been given to the Income Approach in
concluding a final value estimate.

STATEMENT OF VALUE

Based on the foregoing analysis, the value of the subject property, as of
September 28, 1996, is estimated as follows:

                           TWENTY ONE MILLION DOLLARS
                                  ($21,000,000)


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The Circle & N. Plaza Apartments. Salinas, CA


MARKETING PERIOD
================================================================================

The sales marketing time is the time that it should take to market and sell the
property in its "as is" condition as of the date of the appraisal. This should
not be confused with exposure time which is the amount of time necessary to
expose a property to the open market in order to achieve a sale.

Marketing time is a forward estimate of the amount of time necessary to expose a
property on the open market in order to achieve a sale from the effective date
of the appraisal.

Indications of the marketing times associated with the "as is" market value
estimates are provided by the marketing time of sale comparables, and interviews
with participants in the market. The sales marketing period is a period of time
that is reasonable in light of a given property's characteristics and market
conditions, based on certain assumptions. To our knowledge, there have been no
sales the size of the subject in the Northern Monterey County market area over
the past year. Sales from other parts of Northern California indicate that the
marketing time would be less than 6 months.

Apartment sales that have taken place over the past 24 months indicate that
marketing times rarely exceed 6 months, and usually fall between 1 to 6 months.
The length of time is not only a function of physical and locational
characteristics, but the marketing and pricing. Based on the subject
characteristics and assuming a list price close to the estimated market value,
marketing time is estimated at 2-5 months.

EXPOSURE PERIOD
================================================================================

USPAP requires that an estimate of reasonable exposure time be made in the
performance of an appraisal where the value being sought is "as-is

In the USPAP, the Comment to Standards Rule 1-2(b) states:

When estimating market value, the appraiser should be specific as to the
estimate of exposure time linked to the value estimate.

The Comments to Standard Rules 2-2(a)(v) and 2-2(b)(v) state:

 ...Defining the value to be estimated requires both an appropriately referenced
definition and any comments needed to clearly indicate to the reader how the
definition is being applied [See Standards Rule 1-2(b)]...

The Statement issued by the Appraisal Standards Board is as follows:

Reasonable exposure time is one of a series of conditions in most market value
definitions. Exposure time is always presumed to precede the effective date of
the appraisal.


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The Circle & N. Plaza Apartments, Salinas, CA


Exposure time may be defined as follows: The estimated length of time the
property interest being appraised would have been offered on the market prior to
the hypothetical consummation of a sale at market value on the effective date of
the appraisal; a retrospective estimate based upon an analysis of past events
assuming a competitive and open market.

Exposure time is different for various types of real estate and under various
market conditions. It is noted that the overall concept of reasonable exposure
encompasses not only adequate, sufficient and reasonable time but also adequate,
sufficient and reasonable effort. This statement focuses on that time component.

The fact that exposure time is always presumed to occur prior to the effective
date of the appraisal is substantiated by related facts in the appraisal
process: supply/demand conditions as of the effective date of the appraisal; the
use of current cost information; the analysis of historical sales information
(sold after exposure and after completion of negotiations between the seller and
buyer); and the analysis of future income expectancy estimated from the
effective date of the appraisal.

Since there are few comparable properties to the subject that have sold in this
market area, estimating exposure time is based more on discussions with
knowledgeable real estate professionals. All of the sales with known marketing
times took less than 6 months.

The exposure time period assumes that the subject is appropriately priced and
marketed. Obviously, a list price that is significantly higher than what the
property is worth will result in a longer than typical marketing period.
Although it could be sooner or later, our best estimate of an exposure period
(based on our appraised value) is 4 months.

ALLOCATION OF FURNITURE, FIXTURES AND EQUIPMENT
================================================================================

For the most part, apartment in the subject region do not require significant
furniture, fixtures or equipment as part of the ongoing operation of the
property. In the case of the subject, FF&E is minimal and contributes only a
nominal value to the overall property worth. Personal property items observed on
the premises include pool equipment, furniture in the recreation/clubhouse,
office furniture and equipment (e.g., computer/printer) carts, supplies, etc.

The market value of the above is estimated at less than $20,000. Some of the
personal property items such as the computer and copier (i.e., office equipment)
would be removed upon sale. All of the comparables had similar amounts of
personal property items that were included in the sale, thus there is no need
for an adjustment.

Although not as management intensive as a hotel, apartments require management
expertise that technically creates some (minor) going-concern value. In valuing
the subject, any going-concern/goodwill has effectively been removed by
deducting an offsite professional management


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<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


fee. The net incomes estimated from each sale comparable also had offsite
management fees deducted. It is assumed that the subject will continue to
operate under professional management.

In conclusion, the estimated market value of the subject is of the real estate
only; FF&E (personal property) is nominal and any going-concern/goodwill value
would have been removed in the deduction of an offsite professional management
fee.


  Robert Saia & Associates 313 Avalon Avenue Santa Cruz. CA (408) 458-9095    67
<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

The estimate of value contained herein is based upon and subject to the
following assumptions and qualifying conditions, to which the addressee shall be
deeded to consent by acceptance hereof:

It is assumed that merchantable fee simple title, free of encumbrance, is vested
in the owner of record. It is recognized that a potential purchaser would likely
consider the effect of value through consideration of the maximum conventional
financing available for the property type as of the date of value.

It is assumed that the property is subject to lawful, competent and informed
ownership and management. It is also assumed that all financial information on
the business operation is correct; errors or misstatements may have a material
impact on the appraised value. We reserve the right to make changes if such
errors or misstatements were later discovered.

It is assumed that the information supplied by the addressee as to the parcel or
parcels of real estate is correct and complete, including the legal description
as it appears in this report. The appraisers assume no responsibility for
matters of legal nature affecting the property or the title thereto, nor does
the appraisers render any opinion as to title. No attempt has been made to
render an opinion of or status of easements that may exist.

It is understood that exhibits included in this report are solely for the
purpose of assisting the reader to visualize or understand its content and are
not intended to be exact in scale or detail. It is understood that no survey has
been made to render an opinion of or status of easements that may exist.

It is understood that material contained herein which is stated to be or is
obviously furnished by others is believed to reliable but has not been verified
except as specifically stated. Such information is believed to be true and
correct; however, no responsibility for accuracy can be assumed by the
appraisers.

We are not required to give testimony or appear in court because of having made
this appraisal, with reference to the property in question, unless arrangements
have been previously; made therefor.

The distribution of the total valuation in this report between land and
improvements applies only under the existing program of utilization. The
separate valuations of land and building must not be used in conjunction with
any other appraisal and are invalid if so used.

If this appraisal contains a valuation relating to a geographical portion of a
large parcel or tract or real estate, the value reported for such geographical
portion relates to such portion only and should not be construed as applying
with equal validity to other portions of the larger parcel or tract, and the
value of all geographical portion may or may not equal the value to the entire
parcel or tract considered as an entity.


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<PAGE>

The Circle & N. Plaza Apartments, Salinas, CA


We assume that there are no hidden or unapparent conditions of the property,
subsoil or structures which would render it more or less valuable. We assume no
responsibility for such conditions or for engineering which might be required to
discover such factors. The appraisers assume the mechanical equipment to be in
good working order unless expressed otherwise.

Unless otherwise stated in this report, the existence of hazardous materials,
which may not be present on the property, was not observed by the appraisers.
The appraisers have no knowledge of the existence of such materials on or in the
property. The appraisers, however, are not qualified to detect such substances.
The presence of substances such as asbestos, urea-formaldehyde foam insulation,
or other potentially hazardous materials may affect the value of the property.
The value estimate is predicated on the assumption that there is no such
material on or in the property that would cause a loss in value. No
responsibility is assumed for any such conditions, or for any expertise or
engineering knowledge required to discover them. The client is urged to retain
an expert in this field, if desired.

All information and comments concerning the location, neighborhood, trends,
construction quality and costs, loss in value from whatever cause, condition,
rents, or any other data of the property appraised herein represent the
estimates and opinions of the appraisers formed after an examination and study
of the property.

While it is believed the information, estimated and analysis given and the
opinions and conclusions drawn therefrom are correct, the appraisers do not
guarantee them and assumes no liability for any errors in fact in analysis or in
judgment.

Disclosure of the contents of this appraisal report (especially any conclusions
as to value), the identity of the appraisers or the firm with which they are
connected, or any reference to the Appraisal Institute, or the SRPA/MAI
designations shall not be disseminated to the public through advertising media,
public relations media, news media, sales media, or any other public means of
communication without the prior written consent and approval of the undersigned.

The appraisers are considered the owner of the report, and delivery of same has
been to addressee only for his specific intended real estate decision.

Certain forms, formatting and techniques contained herein are private property
and proprietary in nature. As such, they are protected under state and federal
laws covering trademarks, copyrighting, etc. Copying or re-use is strictly
prohibited without expressed written consent.

Certain information contained herein is considered "not for public knowledge"
and is provided herein "under strictest confidence." Said information shall be
used only in connection with the business decision as specifically described in
the function of the appraisal. No other use of any information contained herein
is permitted. Said information shall not be re- used, shared, disclosed, etc.,
except in accordance with the certification, limiting conditions, function and
purposes as contained herein. Any deviation from the above may subject the user
to additional legal action for invasion of privacy.


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The Circle & N. Plaza Apartments, Salinas, CA


Acceptance and use of this report constitutes specific and implied consent to
all condition, limitations, etc. Further, the client shall hold harmless the
appraisers for any unpermitted use or action resulting from such use.

On appraisals subject to satisfactory completion of repairs, alterations, or new
construction, the appraisal report and value conclusions are contingent upon
completion of the improvements in a timely and workmanlike manner, and as of the
effective date of the appraisal.

Any projections in income and expenses in this report are not predictions of the
future. Instead, they are an estimate of current thinking of market participants
of what future income and expenses will be. No warranty or representation is
made that these projections will materialized.

This appraisal was prepared for Home Savings as client to be used in lending
decisions or any related business pertaining to its interest in the appraised
property. If an informational copy has been provided to the owner it should not
be utilized for other functions.

The Americans with Disabilities Act (ADA) became effective January 26, 1992. The
appraiser has not made a specific compliance survey and analysis of this
property to determine whether or not it is in conformity with the various
detailed requirements of the ADA.


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The Circle & N. Plaza Apartments, Salinas, CA


CERTIFICATION OF APPRAISAL
================================================================================

I certify, that, to the best of my knowledge and belief:

1. The statements of fact contained in this report are true and correct.

2. The reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions, and are our personal, unbiased
professional analyses, opinions and conclusions.

3. I have no present or prospective interest in the property that is the subject
of this report, and we have no personal interest or bias with respect to the
parties involved.

4. My compensation is not contingent upon the reporting of a predetermined value
or direction in value that favors the cause of the client, the amount of the
value estimate, the attainment of a stipulated result, or the occurrence of a
subsequent event.

5. The analyses, opinions and conclusions were developed, and, this report has
been prepared, in conformity with Title XI of the Federal Financial Institutions
Reform, Recovery, and Enforcement Act of 1989 (FIRREA) and its regulations, as
well as the Code of Professional Ethics and Standards of the Professional
Conduct of the Appraisal Institute and the Uniform Standards of Professional
Appraisal Practice (USPAP) of the Appraisal Foundation and the Appraisal
Institute.

6. Robert Saia and James Barcells, SRA have made a personal inspection of the
property. Mr. Saia's General Certificate from the State of California is valid
and in good standing as of the appraisal date.

7. No one other than the undersigned prepared the analyses, conclusions, and
opinions concerning real estate that are set forth in this appraisal report. It
should be noted that James Barcells helped with the preparation of the report.

8. The use of this report is subject to the requirements of the Appraisal
Institute relating to review by its duly authorized representatives.

9. Members of the Appraisal Institute are required to meet certain continuing
education requirements. As of the date of this report, Mr. Saia have completed
the requirements of the continuing education program of the Appraisal Institute.


/s/ Robert S. Saia
- -----------------------
Robert S. Saia, MAI
OREA Cert. #AG003191


   Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095   71
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The Circle & N. Plaza Apartments, Salinas, CA


                                   -ADDENDA -


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<PAGE>

The Circle & N. Plaza Apartments, Salinas CA

                         PHOTOGRAPHS OF SUBJECT PROPERTY

                                 [PHOTO OMITTED]

                                 [PHOTO OMITTED]


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<PAGE>

The Circle & N. Plaza Apartments, Salinas CA

                         PHOTOGRAPHS OF SUBJECT PROPERTY

                                 [PHOTO OMITTED]

                                 [PHOTO OMITTED]


    Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095  74
<PAGE>

                              REGIONAL LOCATION MAP

                                  [MAP OMITTED]
<PAGE>

                            NEIGHBORHOOD LOCATION MAP

                           MAP OF SALINAS AND VICINITY

                                  [MAP OMITTED]
<PAGE>

                                   ZONING MAP

                                  [MAP OMITTED]
<PAGE>

                               ASSESSOR PARCEL MAP

                                                              COUNTY OF MONTEREY
                                                              ASSESSOR'S MAP
                                                              BOOK 253 PAGE 11

                                  [MAP OMITTED]

                                                        CITY OF SALINAS
                                                 RECORD OF SURVEY VOL. 4, PG. 97
                                                 ASSESSORS LOT 1 & 2
                                                 SANTA RITA RANCHO
                                                 (M.G.SOUZA PROPERTY)
<PAGE>

                               ASSESSOR PARCEL MAP

                                                TAX CODE AREA

                                                              COUNTY OF MONTEREY
                                                              ASSESSOR'S MAP
                                                              BOOK 253 PAGE 12

                                  [MAP OMITTED]

                                                                  ASSRS MAP 2   
                                                               SANTA RITA RANCHO
                                                               LOTS 50, 52 & 54
<PAGE>

                                    FLOOD MAP

                                  [MAP OMITTED]
<PAGE>

                        NATIONAL FLOOD INSURANCE PROGRAM

================================================================================

FIRM
FLOOD INSURANCE RATE MAP

CITY OF
SALINAS, CALIFORNIA
MONTEREY COUNTY

PANEL 1 OF 5
(SEE MAP INDEX FOR PANELS NOT PRINTED)

                                                          COMMUNITY-PANEL NUMBER
                                                                   060202 0001 D

                                                                 EFFECTIVE DATE:
                                                                 NOVEMBER 4,1981

[LOGO]
                       federal emergency management agency
                        federal insurance administration
<PAGE>

                               RENTAL LOCATION MAP

                                  [MAP OMITTED]
<PAGE>

                          COMPARABLE SALES LOCATION MAP

              MAP OF
              SALINAS
           AND VICINITY

                                [GRAPHIC OMITTED]
<PAGE>

                          COMPARABLE SALES LOCATION MAP               Santa Cruz

                                  [MAP OMITTED]
<PAGE>

                          COMPARABLE SALES LOCATION MAP                 San Jose

                                  [MAP OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 1

Project Name:                           Willow Garden Apartment

Location:                               1750 Stokes Street, San Jose

Assessor's Parcel No.:                  284-24-008

Grantor:                                Marie Helen Pejcha Trust 

Grantee:                                Willow Gardens Ltd.

Rec. Doc. #:                            #13330744

Sales Date:                             June 14, 1996

Sales Price:                            $13,650,000

No. of Units:                           186

Condition/Quality:                      Average/average

Site Area:                              6.40 acres (29.06 du/ac)

Year Built:                             1971

- --------------------------------------------------------------------------------
Value Indicators:                       Price/Unit: $73,387  Price/Room: $17,773
                                        GIM: 7.04            Price/RSF:  $85.17
- --------------------------------------------------------------------------------

Stabilized NOI Est.:                    $1,165,752

- --------------------------------------------------------------------------------
OAR:                                    8.54%
- --------------------------------------------------------------------------------

Occupancy:                              99.0% (1 unit vacant @ time of sale)

Financing:                              see comments below

Comments:                               Average quality garden style two-story
walk-up built in 1971. Average condition and appeal. There are 162, two
bedroom/two bath units, and 24, three bedroom/2 bath units. Gross rentable area
is 163,740 sf. Zoning is R-4, high density. Located in area of apartments,
condominiums and single family homes (middle income) with commercial/retail
along major arterials. Centrally-located, close to shopping, schools, employment
and freeway access. Financing terms consisted of $10,600,000 first, and a seller
second of $1,275,000 @ 8%, 2 yrs. The buyer put down $1,775,000. The
<PAGE>

market income is estimated at $2,170,200 and the actual was $1,940,052 at time
of sale. The market derived GIM is 6.29, and the market derived OAR is 9.06%
(actual OAR = 8.54%). Under San Jose Rent Control Ordinance which limits annual
rent increases to 8 percent.

Source/Confirmation: various, including public records, inspection, Comps Inc.,
Stan Jones Marcus & Millichap.

                                [PHOTO OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 2

Project Name:                           Ocean Terrace

Location:                               1630 Merrill Street, Santa Cruz

Assessor's Parcel No.:                  027-274-41

Grantor:                                Santa Cruz Central Investments

Grantee:                                D&M Piterman

Rec. Doc. #:                            #8760321

Sales Date:                             July 12, 1996

Sales Price:                            $6,300,000

No. of Units:                           100

Condition/Quality:                      Average+/Average+

Site Area:                              2.7 acres (37 un/ac)

Year Built:                             1972

- --------------------------------------------------------------------------------
Value Indicators:                       Price/Unit: $63,000 Price/Room: $16,406
                                        GIM: 6.5            Price/RSF: $78.04
- --------------------------------------------------------------------------------

Stabilized NOI Est.:                    $543,984

- --------------------------------------------------------------------------------
OAR:                                    8.6%
- --------------------------------------------------------------------------------

Occupancy:                              100% (0 unit vacant @ time of sale)

Financing:                              New First from Home Savings (see below)

Comments:                               100 unit garden style two-story walk-up
built in 1972. It is located in an unincorporated area of Santa Cruz County one
mile from the city limits of Santa Cruz and two miles north of Capitola Village,
a seaside tourist area. The neighborhood is predominately average quality single
family and apartments with scattering of mobilehome parks and small
retail/shopping centers. The ocean is approximately one-half mile south.
Amenities include a pool, sauna, three laundry rooms,
<PAGE>

on-site manager's office, and exercise room. There are six buildings on the 2.7
acre site. Construction is wood frame and wood siding and stucco. Roofs are flat
tar and gravel. Parking is 130 spaces. All units feature AEK kitchens including
dishwashers, refrigerators, garbage disposals and R/O's. There are 32, 1br/1ba
units containing 624 sf; 40, 2br/1ba units measuring 860 sf; 12 units are
2br/1.5 ba @ 923 sf; and, 16 are 3br/2ba units @ 955 square feet. Market rents
range from $680-695 for the 1br units to $955-$980 for the 3br units. The 2 br
units range from $780 to $855. Based on market rents, the monthly gross rental
income is $79,950. Laundry income is $1,125 per month. The actual income for
January 1996 was $77,480, or 3% below market. Based on market rental income and
laundry income, gross annual income is projected (over next 12 months) at
$972,900. Deducting 4 percent for vacancy and collection loss, results in EGI of
$933,984. Expenses estimated by seller are approximately $390,000 (including
reserves), resulting in a NOI of $543,984 and a cap rate of 8.6 percent. The
Home Savings first loan has an estimated annual debt service of $416,044,
yielding cash flow of $127,939 and a cash-on-cash rate of 8.1%. reportedly, the
property was purchased by the seller in 1985 at $5,200,000 (unconfirmed).

Source/Confirmation: Home Savings of America, South Bay Equities

                                [PHOTO OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 3

Project Name:                           Fox Creek Village

Location:                               196 W. Alvin Road, Salinas

Assessor's Parcel No.:                  261-631-010

Grantor:                                Sollecito

Grantee:                                Fox Creek Partners

Rec. Doc. #:                            Reel 3151 pg 1419

Sales Date:                             September 24, 1994

Sales Price:                            $9,350,000

No. of Units:                           168

Condition/Quality:                      Good/Good

Site Area:                              7.84      acres (21.43 du/ac)

Year Built:                             1986

- --------------------------------------------------------------------------------
Value Indicators:                       Price/Unit: $55,655 Price/Room: $15,688
                                        GIM: 6.8            Price/RSF: $66.31
- --------------------------------------------------------------------------------

Stabilized NOI Est.:                    $850,850

- --------------------------------------------------------------------------------
OAR:                                    9.1%
- --------------------------------------------------------------------------------

Occupancy:                              96.5%

Financing:                              New loan through Bank of America

Comments:                               Well-located in north Salinas near
schools and shopping. Fox Creek consists of 76, 1br/1ba units measuring 708 sf;
24, 2br/1ba units @ 875 sf; and, 68, 2br/1ba units @ 986 sf; 36 units have wood
burning fireplaces. Units include patios or balconies, refrigerators,
microwaves, dishwashers, disposals, and laundry hook-ups. Amenities include a
pool, tennis court, and recreation room. Financing terms were not available,
although there was a first made by Bank of America at market rate and terms.
Assuming normal downpayment and market interest rate at time of sale, cash-on-
<PAGE>

cash is estimated at 9.87%. No rent control. Vacancy at time of sale was
reported at 3.5 percent. One covered parking space plus open parking.
Garden-design walk-up.

Source/Confirmation: various, including public records, inspection, etc.

                                [PHOTO OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 4

Project Name:                           Kingdale Oaks

Location:                               1919 Fruitdale Avenue, San Jose

Assessor's Parcel No.:                  282-40-022,023

Grantor:                                Marie Helen Pejcha Trust

Grantee:                                Tod & Catherine Spieker

Rec. Doc. #:                            #12983233

Sales Date:                             August 15, 1996

Sales Price:                            $16,760,000

No. of Units:                           331

Condition/Quality:                      Average/Average

Site Area:                              11.76 acres (28.15/un per ac)

Year Built:                             1970

Value Indicators:                       Price/Unit: $50,634 Price/Room: $16,878
                                        GIM: 6.01           Price/RSF: $66.22

Stabilized NOI Est.:                    $1,565,000

OAR:                                    9.3%

Occupancy:                              95.62% (14 units vacant @ time of sale)

Financing:                              See Comments Below

Comments:                               Located south of Freeway 280 near San
Jose City Community College within single family and apartment neighborhood.
Close to shopping, schools and freeway access. Zoned R24 and R4 (high density
residential). Under San Jose Rent Control Ordinance. Average quality, wood frame
and stucco buildings (flat T&G roofs) built in 1964 and 1970. There are 36,
studios; 264 1br/1ba units; 20, 2br/1ba units; 5, 3br/2ba; and, 6 2br/2ba units.
Amenities include 2 heated pools, poolside grills, laundry rooms, recreation
room, and volleyball. Elevator served. Units have either balcony or
<PAGE>

patio and are separately metered. Average condition. 1.5 parking spaces per unit
(166 open spaces and 331 carport). According to selling broker Bruce Hermann
with Marcus & Millichap, gross scheduled actual income at time of sale was
$2,787,000. Actual vacancy (and stabilized vacancy) was 4.38%. Factoring-in
taxes at market (per Prop 13), total expenses were reported at approximately
$1,100,000. Net operating income is estimated at $1,565,000. Financing consisted
of a 1st from St. Paul Federal Bank of $14,850,000 (VIR) 8%, 25-yr amortization
and a seller second of $556,000 @ 7%, 2 years resulting in a total annual debt
service of $1,414,297. Cash flow (after debt service) is $150,703, indicating a
cash-on-cash rate of 11.1% on the cash downpayment of $1,354,000. The marketing
time was reported at 6 months. The sale reportedly did not involve an exchange.

Source/Confirmation: Marcus & Millichap (415) 494-8900

                                [PHOTO OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 5

Project Name:                           Hidden Creek

Location:                               200 Button Street, Santa Cruz

Assessor's Parcel No.:                  008-202-026

Grantee:                                Hidden Creek

Rec. Doc. #:                            #5547479

Sales Date:                             July 24, 1994

Sales Price:                            $7,400,000

No. of Units:                           146

Condition/Quality:                      Avg/Avg

Site Area:                              3.8 acres (37 du/ac)

Year Built:                             1973

- --------------------------------------------------------------------------------
Value Indicators:                       Price/Unit: $50,685 Price/Room: $16,818
                                        GIM: 6.78           Price/RSF: $77.81
- --------------------------------------------------------------------------------

Stabilized NOI Est.:                    $710,400

- --------------------------------------------------------------------------------
OAR:                                    9.6%
- --------------------------------------------------------------------------------

Occupancy:                              98% (est)

Financing:                              Not available

Comments:                               Nine two-story buildings, garden style,
complex of average quality. Located near Highway 1 in City of Santa Cruz.
located in neighborhood of predominately small bungalow single family homes
built from 1930 to 1970; a new zero-lot line SFR development is located directly
across. There are 42 studio units with an average size of 550 square feet; 60,
1br/1ba units @ 650 sf; and, 44, 2br/1ba units of 750 sf. The rentable area is
95,100 square feet (avg unit = 651).There are no recreational amenities except
for pool and common utility rooms. Landscaping is extensive in some areas.
One-half of the units are subsidized housing units. At time of sale, "market"
rents were $600 for studio, $750 for 1 bedrooms, and $850 for two bedrooms. The
gross and
<PAGE>

net incomes are estimates based on reported actual income per MLS listing
(#369018). According to assessor's office, some buildings had deferred
maintenance, however, cost to repair are not known.

Source/Confirmation: various, including public records, assessor, MLS

                                [PHOTO OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 6

Project Name:                           North Bay Apartments

Location:                               41 Grandview Street, Santa Cruz

Assessor's Parcel No.:                  002-051-65

Grantor:                                EQR Northbay Chicago Inc.

Grantee:                                Sequoia Equities

Rec. Doc. #:                            #7770608

Sales Date:                             December 1995

Sales Price:                            $8,550,000

No. of Units:                           115

Condition/Quality:                      Good/Good

Site Area:                              5.17 (22.2 du/ac)

Year Built:                             1989

Value Indicators:                       Price/Unit: $ 74,348 Price/Room: $19,344
                                        GIM: 6.11            Price/RSF: $81.88

Stabilized NOI Est.:                    $867,825

OAR:                                    10.15%

Occupancy:                              100% (no vacancy at time of sale)

Financing:                              $2,425,000 down, $6,300,000 first (see
                                        below)

Comments:                               Good quality walk-up garden design built
in 1989. Newest complex built in west Santa Cruz area. Located off Highway 1
(Mission Street) in area of single family and apartments/condos. Above average
to good location. Buyer paid $300,000 in repairs and $175,000 commission, thus
actual price was somewhat higher than reported above. The property was never
exposed to the open market. The higher than normal capitalization rate is
reflective of this and the extra cost to the buyer of repairs and
<PAGE>

commission. There are 18, 1br/1ba units; 69, 2br/2ba units; and, 28, 2br/2.5 ba
units. Market rents are about 3-5 % higher than actual. Amenities include a
swimming pool and carport parking. No other recreational facilities, although
the complex is within a short drive to beaches and three miles to Santa Cruz
Beach & Boardwalk. Overall good tenant appeal.

Source/Confirmation: various, including public records, broker

                                [PHOTO OMITTED]
<PAGE>

                                [PHOTO OMITTED]
<PAGE>

                            APARTMENT SALE NUMBER 7

Location:                               2186-2198 Brutus Street, Salinas

Assessor's Parcel No.:                  253-081-015

Grantee:                                Tom Favazza

Rec. Doc. #:                            #35062

Sales Date:                             May 26, 1993

Sales Price:                            $3,072,000

No. of Units:                           60

Condition/Quality:                      Good/Good

Site Area:                              1.8+/- ac (33 du ac)

Year Built:                             1988+/-

- --------------------------------------------------------------------------------
Value Indicators:                       Price/Unit: $51,200 Price/Room: $14,157
                                        GIM: 7.83           Price/RSF: $61.46
- --------------------------------------------------------------------------------

Stabilized NOI Est.:                    $242,445

- --------------------------------------------------------------------------------
OAR:                                    7.9%
- --------------------------------------------------------------------------------

Occupancy:                              Not available

Financing:                              Not available

Comments:                               Average to good garden style complex
located off N. Main Street in north Salinas. Close to shopping, schools, and
freeway access. There are 23, 1br/1ba units, and 37 2br/2a units. Total rentable
area is 49,980 sf. Average unit size is 833 sf. Market income at time of sale
was estimated at $392,445. Vacancy and expenses were estimated at $150,000,
resulting in an estimated NOI of $242,445 (7.9% cap rate).

Source/Confirmation: public records, damar
<PAGE>

                             APARTMENT SALE NUMBER 8

Project Name:                           Cypress Landing Apartments

Location:                               552 Rico Street, Salinas

Assessor's Parcel No.:                  261-201-018

Grantee:                                William Lewis

Rec. Doc. #:                            Reel 2692 pg: 0774

Sales Date:                             November 1991

Sales Price:                            $5,950,000

No. of Units:                           112

Condition/Quality:                      Good/Good

Site Area:                              6 acres (18.7du/ac)

Year Built:                             1989

- --------------------------------------------------------------------------------
Value Indicators:                       Price/Unit: $53,125 Price/Room: $14,442
                                        GIM: 6.4            Price/RSF: $59.11
- --------------------------------------------------------------------------------

Stabilized NOT Est.:                    $573,218

- --------------------------------------------------------------------------------
OAR:                                    9.69%
- --------------------------------------------------------------------------------

Occupancy:                              2.7% ( 3 units vacant @ time of sale)

Financing:                              All cash to seller

Comments:                               Two story, garden style apartment
complex of good quality and condition, built in 1989. One of the last apartment
complexes to have been built in the north Salinas area. Close to shopping,
schools and freeway access. 12, two-story buildings. Amenities include pool, hot
tub, weight room, tennis court and recreation building. All units have patios or
balconies, refrigerators, R/O and dishwashers; some have fireplaces. There are
36, 1br/1ba units; and, 76 2br/2ba units measuring between 955 to 985 square
feet. Carport and open parking. No rent control. 899 sf average unit size.
<PAGE>

Gross annual income was $925,740 and net operating income was $573,218,
indicating a cap rate of 9.69%.

Source/Confirmation: various, including public records, inspection, etc.

                                [PHOTO OMITTED]
<PAGE>

ARTICLE II - BASE DISTRICT REGULATIONS
Division 6 - R-H (High Density Residential District Regulations)
- --------------------------------------------------------------------------------

                                    Contents

Sec. 37-44 Specific purposes ............................................   6-1
Sec. 37-45 Use classifications ..........................................   6-2
Sec. 37-46 Property development regulations .............................   6-5
Sec. 37-47 Zoning Certificate ...........................................   6-8
Sec. 37-48 High density residential design guidelines ...................   6-8
Sec. 37-49 Reserved .....................................................  6-21
Sec. 37-50 Reserved .....................................................  6-21

Sec. 37-44. Specific purposes.

In addition to the general purposes listed in Division 37-1: General Provisions,
the specific purposes of the High Density Residential District regulations are
to:

      A.    Provide appropriately located areas for high density multiple family
            dwelling units consistent with the General Plan and with standards
            of public health and safety established by the Salinas Municipal
            Code;

      B.    Provide adequate light, air, privacy, and open space for each
            dwelling unit and protect residents from the harmful effects of
            excessive noise, population density, traffic congestion and other
            adverse environmental impacts;

      C.    Promote development of affordable housing by providing a density
            bonus for projects in which a portion of the dwellings are
            affordable to qualifying households;

      D.    Achieve design compatibility through the use of site development
            standards;

      E.    Protect adjoining low density residential districts from excessive
            noise or loss of sun, light, quiet, and privacy resulting from
            proximity to multifamily dwellings;

      F.    Provide sites for public and semipublic land uses needed to
            complement residential development or requiring a residential
            environment; and

      G.    Ensure the provision of public services and facilities needed to
            accommodate planned population densities.

The additional purposes of each R-H District are as follows:


                                                                      Page 6 - 1
<PAGE>

ARTICLE II - BASE DISTRICT REGULATIONS
Division 6 - R-H (High Density Residential District Regulations)
- --------------------------------------------------------------------------------

Sec. 37-46. Property development regulations.

The following schedule prescribes development regulations for the High Density
Residential District:

- --------------------------------------------------------------------------------
                         R-H (High Density Residential)
                        Property Development Regulations
- --------------------------------------------------------------------------------
                                                                    Additional
                                                                    Regulations
                                     Zoning District              (See footnotes
              Use               R-H-3.6  R-H-2.3  R-H-1.9              below)
- --------------------------------------------------------------------------------
  Lot size (sq. ft.)            7,200    7,200    7,200              (A)(B)(C)

  Lot area per unit (sq. ft.):
     Less than 6,000            6,000    6,000    6,000              (A)
     6,000 and over             3,600    2,300    1,900
       With density bonus       2,900    1,800    1,500              (D)(E)

  Lot width (ft.)               75       75       75
   Corner lots                  80       80       80

  Lot depth (ft.)               100      100      100
  Lot frontage (ft.)            35       35       35

  Yards:
     Front (ft.)                20       20       20                 (F)(G)
     Side (ft. per story)       10       10       10                 (F)
     Corner side (ft.)          20       20       20                 (F)(J)
     Rear (ft. per story)       10       10       10                 (F)

  Bedrooms per unit(% of 
  total units):
     3 or more bedrooms         20       20       20
     4 or more bedrooms         10       10       10

  Distance between              10       10       10                 (H)
  structures (ft.)

  Driveway length (ft. from     23       23       23                 (L)
  sidewalk)

  Maximum height (ft.)          30       30       30                 (K)

  Maximum nonresidential        0.3      0.3      0.3                (P)
  FAR

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


                                                                      Page 6 - 5
<PAGE>

ARTICLE IV - REGULATIONS APPLYING TO ALL DISTRICTS 
Division 18 Off-Street Parking and Loading Regulations
- --------------------------------------------------------------------------------

References to spaces per square foot are to be computed on the basis of gross
floor area unless otherwise specified, and shall include allocations of shared
restroom, halls and lobby area, and mechanical equipment or maintenance areas,
but shall exclude area for vertical circulation, stairs or elevators.

Where the use is undetermined, or not specified herein, the Community
Development Director shall determine the probable use and the number of parking
and loading spaces required. In order to make this determination, the Community
Development Director may require the submission of survey or other data from the
applicant or have data collected at the applicant's expense.

- --------------------------------------------------------------------------------
                                   Schedule A:
                 Off-Street Parking and Loading Spaces Required
- --------------------------------------------------------------------------------

                                                              0ff-Street Loading
Use Classifications          Schedule A                       Spaces per Group
                             Off-Street Parking Spaces        Classification on
                                                              Schedule B
- --------------------------------------------------------------------------------

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

Residential

   Day care home, large      1 per 6 children; maximum
                             enrollment based on maximum
                             occupancy load

   Interim housing           1 per steeping room plus 1 per
                             100 sq. ft. used for assembly
                             purposes or for common sleeping
                             areas.

   Single-family dwelling    2 per unit (covered).

   Multifamily               2 per unit up to 10 units. 1.6
                             per unit over 10 units.

   Condominiums              2 per unit, covered, plus .25
                             per unit designated on the site
                             for guest parking.

   Mobile home park          2 per unit, 1 covered, plus 1
                             space per 8 units which must be
                             designated for guest parking;
                             tandem parking is permitted.

   Residential care          1 per 3 licensed beds                   B

   Senior housing            1 per unit

   Single room occupancy     .25 spaces per unit
   housing

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


                                                                     Page 18 - 5
<PAGE>

                                   NORTH PLAZA

                              [FLOOR PLAN OMITTED]

                                                                       [LOGO]
                                                                     THE CIRCLES

                     2290 North Main Street, Salinas, California, (408) 443-1740
<PAGE>

                             MAINTENCE/STORAGE UNIT

                                    one only

                                                               THE BRASILIA

                                                               1 Bedroom, 1 Bath

                                                                     753 sq. ft.

                              [FLOOR PLAN OMITTED]

                                                                        [LOGO]
                                                                     THE CIRCLES

                     2290 North Main Street, Salinas, California, (408) 443-1740
<PAGE>

                                                               THE HERMOSILLO

                                                               2 Bedroom, 2 Bath

                                                                     983 sq. ft.

                              [FLOOR PLAN OMITTED]

                                                                        [LOGO]
                                                                     THE CIRCLES

                     2290 North Main Street, Salinas, California, (408) 443-1740
<PAGE>

                               Circles Apartments

================================================================================
                                                        Telephone (408) 443-1740
                                                              Fax (408) 443-8158

                                   North Plaza
                            2310 to 2348 N. Main St.

                              One and three bedroom
                             townhomes with garages.

                              [FLOOR PLAN OMITTED]

                                  LOCATION MAP
<PAGE>

                                                               THE COZUMEL

                                                               1 Bedroom, 1 Bath

                                                                     660 sq. ft.

                              [FLOOR PLAN OMITTED]

                                                                        [LOGO]
                                                                     THE CIRCLES

                     2290 North Main Street, Salinas, California, (408) 443-1740
<PAGE>

                                                               THE ALTAMIRA

                                                               1 Bedroom, 1 Bath

                                                                     777 sq. ft.

                              [FLOOR PLAN OMITTED]

                                                                        [LOGO]
                                                                     THE CIRCLES

                     2290 North Main Street, Salinas, California, (408) 443-1740
<PAGE>

                                                               THE BRASILIA

                                                               1 Bedroom, 1 Bath

                                                                     753 sq. ft.

                              [FLOOR PLAN OMITTED]

                                                                        [LOGO]
                                                                     THE CIRCLES

                     2290 North Main Street, Salinas, California, (408) 443-1740
<PAGE>

                                                               THE DURANGO

                                                               1 Bedroom, 1 Bath

                                                                     755 sq. ft.

                              [FLOOR PLAN OMITTED]

                                                                        [LOGO]
                                                                     THE CIRCLES

                     2290 North Main Street, Salinas, California, (408) 443-1740
<PAGE>

                                                               THE CADIZ

                                                               1 Bedroom, 1 Bath

                                                                     715 sq. ft.

                              [FLOOR PLAN OMITTED]

                                                                        [LOGO]
                                                                     THE CIRCLES

                     2290 North Main Street, Salinas, California, (408) 443-1740
<PAGE>

                                                               THE ESPIRITO

                                                               2 Bedroom, 2 Bath

                                                                    1008 sq. ft.

                              [FLOOR PLAN OMITTED]

                                                                        [LOGO]
                                                                     THE CIRCLES

                     2290 North Main Street, Salinas, California, (408) 443-1740
<PAGE>

                                                               THE GUAYAQUIL

                                                               2 Bedroom, 2 Bath

                                                                     915 sq. ft.

                              [FLOOR PLAN OMITTED]

                                                                        [LOGO]
                                                                     THE CIRCLES

                     2290 North Main Street, Salinas, California, (408) 443-1740
<PAGE>

                                                               THE FORTALIZA

                                                               2 Bedroom, 2 Bath

                                                                     983 sq. ft.

                              [FLOOR PLAN OMITTED]

                                                                        [LOGO]
                                                                     THE CIRCLES

                     2290 North Main Street, Salinas, California, (408) 443-1740
<PAGE>

                                                               THE HERMOSILLO

                                                               2 Bedroom, 2 Bath

                                                                     983 sq. ft.

                              [FLOOR PLAN OMITTED]

                                                                        [LOGO]
                                                                     THE CIRCLES

                     2290 North Main Street, Salinas, California, (408) 443-1740
<PAGE>

                                                               LA TERRAZA

                                                               3 Bedroom, 2 Bath

                                                                    1310 sq. ft.

                              [FLOOR PLAN OMITTED]

                                                                        [LOGO]
                                                                     THE CIRCLES

                     2290 North Main Street, Salinas, California, (408) 443-1740
<PAGE>

09/28/96                      LINCOLN RESIDENTIAL MGMT. SERVICES          Page 1
9:05 am                             Circles III/North Plaza             ID 3.6.1
                                          All Units

<TABLE>
<CAPTION>
==== Unit Profile =====       === Scheduled vs Actual Rent ====   ===================  ==Moved=   Current Lease       Security= YNAD
 I.D.    Type     SqFt        Amount   /SqFt     Amount   /SqFt   Current Lease           In      Begin      End      Deposit   Stat
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
<S>                 <C>       <C>      <C>       <C>      <C>     <C>                  <C>        <C>        <C>         <C>    <C> 
   32A AZ.1         660       615.00   0.932     6l5.00   0.932   Collins, Sandra      08/17/96   08/17/96   05/16/97    550.00 Y --
   329 AZ.1         660       615.00   0.932     535.00   0.811   Martinez, Reggie     11/11/89   10/01/95   09/30/96    400.00 Y --
   32C AZ.1         660       615.00   0.932     555.00   0.841   Martinez, Alicia     01/22/96   01/22/96   07/21/96    300.00 Y OL
   34A AZ.1         660       615.00   0.932     590.00   0.894   Serasio, James D.  ( 08/13/95   08/01/96   04/30/97    300.00 Y --
   349 AZ.1         660       615.00   0.932     560.00   0.848   Guerrero, Robert  (T 04/01/93   09/01/96   08/31/97    300.00 Y --
   36A AZ.1         660       615.00   0.932     555.00   0.841   Mayes, Temara Ann    01/31/96   01/31/96   01/30/97    300.00 Y --
   369 AZ.1         660       615.00   0.932     535.00   0.81l   Goff, Charles        04/01/95   05/01/96   01/31/97    300.00 Y --
   36C AZ.1         660       615.00   0.932     570.00   0.864   Rowsvell, Daniel  (  07/06/92   08/01/96   06/30/97    300.00 Y --
   360 AZ.1         660       615.00   0.932     505.00   0.765   Virrueta, Sylvia  (h 10/21/91   10/21/91   10/20/92    149.00 Y --
   36H AZ.1         660       615.00   0.932     570.00   0.864   Wagner, Robert       09/07/95   09/01/96   08/31/97    340.00 Y --
   361 AZ.1         660       615.00   0.932     595.00   0.902   Phillips, Dedra      03/29/96   03/29/96   03/28/97    300.00 Y --
   38A AZ.1         660       615.00   0.932     625.00   0.947   Budvorth, Ronald     04/13/96   04/13/96   04/12/97    340.00 Y --
   389 AZ.1         660       615.00   0.932     555.00   0.841   Ortiz, Robert/Rosem  02/28/96   02/28/96   02/27/97    300.00 Y --
   40A AZ.1         660       615.00   0.932     590.00   0.894   Cocanour, Richard    08/20/91   08/20/91   08/19/92    400.00 Y --
   409 AZ.1         660       615.00   0.932     590.00   0.894   Guillen, Otilio  (L) 03/03/95   08/01/96   07/31/97    400.00 Y --
   42A AZ.1         660       615.00   0.932       0.00   0.000   VACANT/PRELEASED                           09/20/96      0.00 N VL
   429 AZ.1         660       615.00   0.932     615.00   0.932   Garcia, Javier       10/16/93   11/01/95   08/31/96    300.00 Y --
   42C AZ.1         660       615.00   0.932     555.00   0.841   Gutierrez, Evangeli  01/25/96   01/25/96   07/24/96    300.00 Y --
   420 AZ.1         660       615.00   0.932     650.00   0.985   Hammond, Don         05/01/96   05/01/96   07/31/96    300.00 Y --
   42H AZ.1         660       615.00   0.932     570.00   0.864   Fematt, Selene  (L   07/16/93   09/01/96   05/31/97    300.00 Y --
   421 AZ.1         660       615.00   0.932     570.00   0.864   Rodriguez, Michael   03/25/94   09/01/96   08/31/97    300.00 Y --
   42K AZ.1         660       615.00   0.932     565.00   0.856   Macias, Sheryl E.    04/23/93   04/23/93   04/30/94    300.00 Y --
   44A AZ.1         660       615.00   0.932     615.00   0.932   Smith, Bernice       01/22/94   11/01/95   08/31/96    300.00 Y --
   449 AZ.1         660       615.00   0.932     555.00   0.841   McNeill, Sharon  (L) 02/15/96   02/15/96   08/14/97    200.00 Y --
   46A AZ.1         660       615.00   0.932     605.00   0.917   Moore, Bernard       07/11/96   07/11/96   07/10/97    300.00 Y --
   469 AZ.1         660       615.00   0.932     555.00   0.841   Garza, Valentine  (  10/01/94   10/01/94   03/31/95    300.00 Y --
   48A AZ.1         660       615.00   0.932     555.00   0.841   Thompson, Robert     11/05/95   11/05/95   05/04/96    300.00 Y --
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
   
   AZ.1:     27   17820     16605.00   0.932   14955.00   0.872      17160 SF Occupied
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

   32D AZ.2         660       625.00   0.947     535.00   0.811   Blevins, Rosemary    08/12/94   02/01/96   10/31/96    300.00 Y --
   32E AZ.2         660       625.00   0.947     535.00   0.811   Hermosiilo, Christi   6/10/88   08/01/96   06/30/97    400.00 Y --
   32F AZ.2         660       625.00   0.947     625.00   0.947   Pattillo, Wil        07/13/96   07/13/96   01/12/97    300.00 Y --
   34C AZ.2         660       625.00   0.947     595.00   0.902   Reynoso, Shannon     06/07/96   06/08/96   06/07/97    300.00 Y --
   34D AZ.2         660       625.00   0.947     570.00   0.864   Burton, Ralph EM     10/15/88   08/01/96   07/31/97    400.00 Y --
   36D AZ.2         660       625.00   0.947     555.00   0.841   Campa, Teresa  (L)   11/14/95   11/14/95   08/13/96    300.00 Y --
   36E AZ.2         660       625.00   0.947     650.00   0.985   Desmond, Erryn       04/21/96   04/21/96   07/20/96    300.00 Y --
   36F AZ.2         660       625.00   0.947     625.00   0.947   Navarrete, Lorena    09/16/96   09/16/96   09/15/97    300.00 Y --
   36J AZ.2         660       625.00   0.947     555.00   0.841   Salviejo, Jennifer   01/31/96   01/31/96   07/30/96    340.00 Y --
   36K AZ.2         660       625.00   0.947     530.00   0.803   Lacy, Marvin M.      08/06/95   08/06/95   05/05/96    300.00 Y --
   36L AZ.2         660       625.00   0.947     625.00   0.947   Barrett, Brett       10/15/96   10/15/96   10/14/97    300.00 Y --
   38C AZ.2         660       625.00   0.947     565.00   0.856   Hall, Fred           04/08/95   04/08/95   11/07/95    300.00 Y --
   38D AZ.2         660       625.00   0.947     605.00   0.917   Mendoza, Fernando    08/03/95   08/03/95   05/02/96    300.00 Y --
   40C AZ.2         660       625.00   0.947     555.00   0.841   Pelton, Kenneth B    07/21/93   07/21/93   07/20/94    300.00 Y --
   40D AZ.2         660       625.00   0.947     600.00   0.909   Balenger, Ronald     05/17/96   05/17/96   05/16/97    300.00 Y --
   42D AZ.2         660       625.00   0.947     625.00   0.941   Quezada, Manuel & E  08/16/96   08/16/96   02/15/97    300.00 Y --
   42E AZ.2         660       625.00   0.947     555.00   0.841   Valverde, Harvey     05/10/93   05/10/93   05/09/94    300.00 Y --
   42F AZ.2         660       625.00   0.947     590.00   0.894   Seal, Kieth  (L)     08/12/95   08/01/96   07/31/97    340.00 Y --
</TABLE>
<PAGE>

09/28/96                      LINCOLN RESIDENTIAL MGMT. SERVICES          Page 2
9:05 am                             Circles III/North Plaza             ID 3.6.1
                                          All Units

<TABLE>
<CAPTION>
==== Unit Profile =====       === Scheduled vs Actual Rent ====   ===================  ==Moved=   Current Lease       Security= YNAD
 I.D.    Type     SqFt        Amount   /SqFt     Amount   /SqFt   Current Lease           In      Begin      End      Deposit   Stat
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
<S>                 <C>       <C>      <C>       <C>      <C>     <C>                  <C>        <C>        <C>         <C>    <C> 
   42J AZ.2         660       625.00   0.947     535.00   0.811   Torres, Abel         07/10/93   11/01/95   10/31/96    300.00 Y --
   42L AZ.2         660       625.00   0.947     625.00   0.947   Lembert, Bill  (L)   02/22/95   02/22/95   08/21/95    300.00 Y --
   44C AZ.2         660       625.00   0.947     535.00   0.811   Titoff, Helen  (L)   10/28/92   08/01/96   07/31/97    400.00 Y --
   44D AZ.2         660       625.00   0.947     595.00   0.902   Dykow, Wolfgang      03/09/96   03/15/96   03/14/97    300.00 Y --
   46C AZ.2         660       625.00   0.947     555.00   0.841   Mateuhara, Christin  01/27/96   01/27/96   07/26/96    300.00 Y --
   46D AZ.2         660       625.00   0.947     535.00   0.811   Griffin, Noelle      07/01/91   08/01/95   04/30/96    400.00 Y --
   48B AZ.2         660       625.00   0.947     555.00   0.841   Herrera, Steve       11/10/95   11/10/95   03/09/05    300.00 Y --
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

   AZ.2:     25   16500     15625.00   0.947   14430.00   0.875      16500 SF Occupied

====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

   10A PT          1310       925.00   0.706     850.00   0.649   Garnboa, Lena  (L    11/21/94   11/21/94   05/20/95    480.00 Y --
   10B DT          1310       925.00   0.706     850.00   0.649   Estrada, Sandra      05/31/95   07/01/96   06/30/97    400.00 Y --
   10C DT          1310       925.00   0.706     850.00   0.649   Parks, Jason         11/04/95   11/05/95   03/04/05    500.00 Y --
   10D DT          1310       925.00   0.706     895.00   0.683   Nahal, Surhjit & Av  08/14/95   08/14/95   05/13/96   1290.00 Y --
   12A DT          1310       925.00   0.706     870.00   0.664   Fite, Sandy  (L)     10/01/91   08/01/96   07/31/97    400.00 Y --
   12B DT          1310       925.00   0.706     850.00   0.649   Honea, Rose & Micha  02/29/96   02/29/96   08/28/96    560.00 Y --
   12C DT          1310       925.00   0.706     875.00   0.668   Walker, James        08/16/95   08/01/96   07/31/97    400.00 Y --
   12D DT          1310       925.00   0.706     925.00   0.706   Campos, Guillermina  08/12/96   08/12/96   02/11/97    500.00 Y --
   14A PT          1310       925.00   0.706     850.00   0.649   Ruiz, Rose           02/28/96   02/28/96   02/27/97    500.00 Y --
   14B DT          1310       925.00   0.706     895.00   0.683   Al-Thowiqeb, Abdull  04/29/95   04/29/95   07/28/95    400.00 Y --
   14C DT          1310       925.00   0.706     850.00   0.649   Tejeda, Rebecca&Euni 03/25/95   04/01/96   12/31/96    400.00 Y --
   14D DT          1310       925.00   0.706     875.00   0.668   Wion, Jan H.         07/13/96   07/13/96   07/12/97    500.00 Y --
   16A DT          1310       925.00   0.706     850.00   0.649   Doreika, John        04/03/95   05/01/96   01/31/97    400.00 Y --
   16B PT          1310       925.00   0.706     850.00   0.649   Madison, Linda Sher  02/04/94   02/04/94   08/03/94    400.00 Y --
   16C PT          1310       925.00   0.706     895.00   0.683   Parkhurst, Heather   04/30/96   04/30/96   04/29/97    500.00 Y --
   16D DT          1310       925.00   0.706     850.00   0.649   f George Marinescu   01/28/96   01/28/96   07/27/96    540.00 Y --
   18A PT          1310       925.00   0.706     830.00   0.634   Oliver, Robert       11/15/94   11/15/94   05/14/95    400.00 Y --
   18B DT          1310       925.00   0.706     830.00   0.634   Hatchett, Don Wayne  09/11/93   01/01/96   11/30/96    400.00 Y --
   18C DT          1310       925.00   0.706     925.00   0.706   Snoich, Sandra M     09/25/96   09/25/96   04/24/97    500.00 Y --
   18D DT          1310       925.00   0.706     0.00 0   0.000   VACANT                                     09/10/96    100.00 Y VA
   20A PT          1310       925.00   0.706     875.00   0.668   Vega, Henry          06/01/96   06/01/96   05/31/97    500.00 Y --
   20B PT          1310       925.00   0.706     925.00   0.706   Bade, Manish Gupta   08/04/96   08/04/96   02/03/97    580.00 Y --
   20C DT          1310       925.00   0.706     830.00   0.634   Crabb, Robert        07/29/94   02/01/96   10/31/96    400.00 Y --
   20D DT          1310       925.00   0.706     830.00   0.634   Garcia, Lydia        10/30/94   03/01/96   11/30/96    400.00 Y --
   20E DT          1310       925.00   0.706     875.00   0.66B   Waldrum, Norma And   06/30/96   06/30/96   06/29/97    540.00 Y --
   20F PT          1310       925.00   0.706     895.00   0.68)   Manchuca. Cirilo     04/05/96   04/05/96   04/04/97    500.00 Y --
   20G DT          1310       925.00   0.706     925.00   0.706   Calderon, Nieves     09/15/96   09/15/96   06/14/97    500.00 Y --
   20H DT          1310       925.00   0.706     895.00   0.683   Lopez, Pedro & Marg  04/10/96   04/10/96   04/09/97    500.00 Y --
   20I DT          1310       925.00   0.706       0.00   0.000   VACANT                                     09/26/96    400.00 N VA
   22A PT          1310       925.00   0.706     800.00   0.611   Daniel, Shirley  (EM 05/01/95   05/01/95   12/31/99      0.00 Y --
   22B DT          1310       925.00   0.706     850.00   0.64k   Taylor, Deanna N.    09/01/95   09/01/96   08/31/97    400.00 Y --
   22C DT          1310       925.00   0.706     830.00   0.634   Lopez, Vivian  (T)   07/14/94   07/14/94   01/14/95    400.00 Y --
   22D DT          1310       925.00   0.706     830.00   0.634   Fonacca, Juanita     07/27/94   02/01/96   10/31/96    400.00 Y --
   22E PT          1310       925.00   0.706     870.00   0.664   Weatherly, Milton    02/06/95   02/06/95   08/05/95    400.00 Y --
   22F PT          1310       925.00   0.706     850.00   0.649   Munoz, Eduardo       12/01/95   12/01/95   05/31/96    500.00 Y --
   22G DT          1310       925.00   0.706     875.00   0.668   Scielstad, Linda &   07/08/96   07/08/96   07/07/97   1040.00 Y --
   22H DT          1310       925.00   0.706     875.00   0.668   Nadler, Jeffery      07/01/92   08/01/96   04/30/97    400.00 Y --
   221 PT          1310       925.00   0.706     875.00   0.668   Golden, James  (T)   03/21/93   08/01/96   05/31/97    400.00 Y --
</TABLE>
<PAGE>

09/28/96                      LINCOLN RESIDENTIAL MGMT. SERVICES          Page 3
9:05 am                             Circles III/North Plaza             ID 3.6.1
                                          All Units

<TABLE>
<CAPTION>
==== Unit Profile =====       === Scheduled vs Actual Rent ====   ===================  ==Moved=   Current Lease       Security= YNAD
 I.D.    Type     SqFt        Amount   /SqFt     Amount   /SqFt   Current Lease           In      Begin      End      Deposit   Stat
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
<S>                 <C>       <C>      <C>       <C>      <C>     <C>                  <C>        <C>        <C>         <C>    <C> 
   24A DT           1310      925.00   0.706     880.00   0.672   Herring. Olga  (L)   05/01/87   09/01/96   08/31/97    500.00 Y --
   24B DT           1310      925.00   0.706     850.00   0.649   Bejosano, Robert &   02/16/96   02/16/96   02/15/97    500.00 Y --
   24C DT           1310      925.00   0.706     860.00   0.656   Abbot, Vicki         05/02/94   05/02/94   10/31/94    400.00 Y --
   24D DT           1310      925.00   0.706     875.00   0.668   Terry, James  (L)    08/24/95   09/01/96   08/31/97    400.00 Y --
   24E DT           1310      925.00   0.706     895.00   0.683   Serrano, Irma  (L) s 02/16/96   02/16/96   02/15/97    200.00 Y --
   24F DT           1310      925.00   0.706     850.00   0.649   Dacpano, James & Da  04/04/95   04/01/96   12/31/96    400.00 Y --
   24G DT           1310      925.00   0.706     830.00   0.634   Swartz, Ernest       06/29/95   06/01/96   05/31/97    400.00 Y --
   24H DT           1310      925.00   0.706     895.00   0.683   Allen, Suzy  (L)     02/01/92   02/01/92   01/31/93    400.00 Y --
   241 DT           1310      925.00   0.706     850.00   0.649   Hong, Seho           05/30/95   06/01/96   03/30/97    440.00 Y --
   26A DT           1310      925.00   0.706     920.00   0.702   Villalobos, M & Esq  04/12/96   04/12/96   07/11/96    400.00 Y --
   26B DT           1310      925.00   0.706     895.00   0.683   Holtzman, Patty      05/12/96   05/12/96   05/11/97    540.00 Y --
   26C DT           1310      925.00   0.706     925.00   0.706   Camacho, Marcos Law  10/14/95   10/14/95   07/13/96    540.00 Y --
   26D DT           1310      925.00   0.706     850.00   0.649   Galloway, Darius     11/24/95   11/24/95   08/23/96    925.00 Y -.
   26E DT           1310      925.00   0.706     870.00   0.664   Holley, David        02/15/95   02/15/95   08/14/95    640.00 Y --
   26F DT           1310      925.00   0.706     895.00   0.683   Hilldreth, William & 05/15/96   05/15/96   05/14/97    500.00 Y --
   26G DT           1310      925.00   0.706     850.00   0.649   MIN, KYUNGTAE        06/08/95   06/01/96   04/30/97    400.00 Y --
   26H DT           1310      925.00   0.706     875.00   0.668   Thompson, Curt       11/15/91   08/01/96   06/30/97    400.00 Y --
   26I DT           1310      925.00   0.706     920.00   0.702   Ayala, Martin        04/22/96   04/22/96   07/21/96    540.00 Y --
   28A DT           1310      925.00   0.706     870.00   0.664   Wynn, Jacquetta Yve  03/01/95   03/01/95   08/31/95    400.00 Y --
   28B DT           1310      925.00   0.706     880.00   0.612   Albery, Kenneth  (L) 05/31/95   06/01/95   05/31/96    440.00 Y --
   28C DT           1310      925.00   0.706     850.00   0.649   Brown, Maria       B 10/01/95   10/01/95   08/31/01    500.00 Y --
   28D DT           1310      925.00   0.706     830.00   0.634   Reed, Patricia  (L)  09/01/94   02/01/96   10/31/96    400.00 Y --
   28E DT           1310      925.00   0.706     850.00   0.649   Isenegger, James  (  11/11/94   11/11/94   05/10/95    400.00 Y --
   28F DT           1310      925.00   0.706     875.00   0.668   Foushee, Corinne  (  07/29/95   08/01/96   07/31/97    400.00 Y --
   28G DT           1310      925.00   0.706     920.00   0.702   Acuna, Daniel & Liz  03/25/96   03/25/96   03/24/97    500.00 Y --
   28H DT           1310      925.00   0.706       0.00   0.000   VACANT                                     09/19/96      0.00 N VA
   28I DT           1310      925.00   0.706     895.00   0.683   Vasquez, Alexander   08/01/92   08/01/92   09/01/92    400.00 Y --
   30A DT           1310      925.00   0.706     850.00   0.649   Hill, Alan  (L)      12/02/95   12/02/95   09/01/96    500.00 Y --
   30B DT           1310      925.00   0.706     850.00   0.649   Gutierrez, Hermelin  01/20/96   01/20/96   07/19/96    500.00 Y --
   30C DT           1310      925.00   0.706     925.00   0.706   Raymond, David       08/31/96   08/31/96   03/30/97   1040.00 Y --
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

   DT:       68    89080    62900.00   0.706   56550.00   0.664      85150 SF Occupied

====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

 TOTAL:     120   123400    95130.00   0.771   85935.00   0.723      118810 SF Occupied

====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
</TABLE>
<PAGE>

09/28/96                      LINCOLN RESIDENTIAL MGMT. SERVICES          Page 1
9:02 am                                 Circles I & II                  ID 3.6.1
                                          All Units

<TABLE>
<CAPTION>
==== Unit Profile =====       === Scheduled vs Actual Rent ====   ===================  ==Moved=   Current Lease       Security= YNAD
 I.D.    Type     SqFt        Amount   /SqFt     Amount   /SqFt   Current Lease           In      Begin      End      Deposit   Stat
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
<S>                 <C>       <C>      <C>       <C>      <C>     <C>                  <C>        <C>        <C>         <C>    <C> 
   1 AA.1           777       690.00   0.888     670.00   0.862   Dailey, Tami         08/01/96   08/01/96   01/31/97    300.00 Y --
   13 AA.1          777       690.00   0.888     585.00   0.753   Celaya*, Richard     05/31/95   06/01/96   01/31/97    300.00 Y --
   21 AA.1          777       690.00   0.888     665.00   0.856   Salopek, Christophe  04/24/96   04/24/96   04/23/97    300.00 Y --
   35 AA.1          777       690.00   0.888     670.00   0.862   Kincaid, Thomas A    07/01/96   07/01/96   06/30/97    300.00 Y --
   41 AA.1          777       690.00   0.888     615.00   0.792   Mejia*, Daniel  (L)  05/13/95   09/01/96   03/01/97    300.00 Y --
   55 AA.1          777       690.00   0.888     690.00   0.888   Swanston, C. J.  (L  01/12/96   01/12/96   07/11/96    300.00 Y --
   61 AA.1          777       690.00   0.888     550.00   0.708   Hudson, Kristy Ann   08/14/93   06/09/94   06/08/95    300.00 Y --
   75 AA.1          777       690.00   0.888     690.00   0.888   Gainy, Karl          09/21/96   09/21/96   04/20/97    300.00 Y --
   81 AA.1          777       690.00   0.888     690.00   0.888   Ferra, Octavio       03/21/96   03/21/96   06/20/96    300.00 Y --
   95 AA.1          777       690.00   0.888     595.00   0.766   Castaneda, La Mar    03/31/96   03/31/96   03/30/97    300.00 Y --
   101 AA.1         777       690.00   0.888     670.00   0.862   Martin, Eszard       06/01/96   06/01/96   02/28/97    300.00 Y --
   115 AA.1         777       690.00   0.888     670.00   0.862   Humphrey, Dionna A   07/06/96   07/07/96   07/06/97    300.00 Y --
   121 AA.1         777       690.00   0.888     595.00   0.766   Barrera, Samuel      03/29/96   03/29/96   03/28/97    300.00 Y --
   135 AA.1         777       690.00   0.888     625.00   0.804   Morse, William  (L)  12/01/86   09/01/96   08/31/97    375.00 Y --
   141 AA.1         777       690.00   0.888     595.00   0.766   Valverde, Lydia Car  02/27/96   02/27/96   11/26/96    340.00 Y --
   155 AA.1         777       690.00   0.888     645.00   0.830   Reese, Elouise P  (  03/05/91   08/01/96   04/30/97    300.00 Y --
   161 AA.1         77~       690.00   0.888     595.00   0.766   Martinez, Juan and   02/20/96   02/20/96   11/19/96    300.00 Y --
   175 AA.1         777       690.00   0.888     615.00   0.792   Pandya, Amit         01/06/95   01/06/95   07/05/95    300.00 Y --
   181 AA.1         777       690.00   0.888     665.00   0.856   Freisner, Vanessa    05/15/96   05/15/96   05/14/97    300.00 Y --
   195 AA.1         777       690.00   0.888     690.00   0.888   Kimbel, Greg & Sabi  08/26/96   08/26/96   03/25/97    300.00 Y --
   201 AA.1         777       690.00   0.888     690.00   0.888   Yoro, Susan          09/13/96   09/13/96   04/12/97    300.00 Y --
   215 AA.1         777       690.00   0.888     595.00   0.766   Garcia, Virginia     03/04/96   03/05/96   03/04/97    300.00 Y --
   221 AA.1         777       690.00   0.888     610.00   0.785   Tunstall, James      03/05/95   03/05/95   09/04/95    300.00 Y --
   235 AA.1         777       690.00   0.888     690.00   0.888   Castaneda, Kim & Ja  09/07/96   09/07/96   03/06/97    300.00 Y --
   241 AA.1         777       690.00   0.888     595.00   0.766   Cruz, Arturo         03/05/96   03/05/96   03/04/97    300.00 Y --
   255 AA.1         777       690.00   0.888     680.00   0.875   Taylor, Calvin       03/01/92   03/01/92   02/28/93    400.00 Y --
   261 AA.1         777       690.00   0.888     580.00   0.746   Levy, Herbert  (L)   09/01/93   02/01/96   10/31/96    300.00 Y --
   275 AA.1         777       690.00   0.888     595.00   0.766   Ramirez, Lucio & Ma  02/24/96   02/24/96   11/23/96    300.00 Y --
   281 AA.1         777       690.00   0.888     690.00   0.888   McCorkle, Carol Eli  06/20/96   06/20/96   06/19/97    300.00 Y --
   295 AA.1         777       690.00   0.888     585.00   0.753   Bloom, Lillie        04/01/94   03/01/96   11/30/96    300.00 Y --
   301 AA.1         777       690.00   0.888     605.00   0.779   Cumiskey, Phillip    06/08/93   06/08/93   06/07/94    300.00 Y -.
   315 AA.1         777       690.00   0.888     620.00   0.798   Mendenhall, Jerry    03/30/96   03/31/96   06/29/96    300.00 Y --
   321 AA.1         777       690.00   0.888     595.00   0.766   Rubio, Enrique & My  02/29/96   02/29/96   11/28/96    300.00 Y --
   335 AA.1         777       690.00   0.888     595.00   0.766   Barajas, Alfonso  (L 02/26/96   02/26/96   11/25/96    300.00 Y --
   341 AA.1         777       690.00   0.888     670.00   0.862   Trentlemlan, Arleta  09/20/86   09/20/86   03/30/87    375.00 Y --
   355 AA.1         777       690.00   0.888     690.00   0.888   Meyers, Pamela J     09/09/96   09/09/96   04/08/97   1300.00 Y --
   361 AA.1         777       690.00   0.888     585.00   0.753   Lee, Tammy           06/09/95   06/01/96   05/31/97    300.00 Y---
   375 AA.1         777       690.00   0.888     625.00   0.804   Murray, Floyd        02/01/89   07/01/96   06/30/97    300.00 Y --
   381 AA.1         777       690.00   0.888     690.00   0.888   Hinojosa, Elizabeth  08/24/96   08/24/96   02/23/97    300.00 Y --
   395 AA.1         777       690.00   0.888     585.00   0.753   Winslow, Derricotte  07/01/95   07/01/96   06/30/97    300.00 Y --
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

   AA.1:     40   31080     27600.00   0.888   25355.00   0.816      31080 SF Occupied
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

   11 AB.1          755       650.00   0.861     565.00   0.748   Salazar, Richard     03/11/96   03/12/96   03/11/97    300.00 Y --
   23 AB.1          755       650.00   0.861     555.00   0.735   Maa, Kuci-Fen (L)    02/24/92   01/01/96   08/31/96    400.00 Y --
   33 AB.1          755       650.00   0.861     650.00   0.861   Vargus, Joel (L)     11/17/95   11/17/95   08/31/96    340.00 Y --
   43 AB.1          755       650.00   0.861     630.00   0.834   Standley, Stephen    07/02/96   07/02/96   07/01/97    615.00 Y --
   53 AB.1          755       650.00   0.861     650.00   0.861   Thompson, Scott      08/14/96   08/14/96   05/13/97    300.00 Y --
</TABLE>
<PAGE>

09/28/96                      LINCOLN RESIDENTIAL MGMT. SERVICES          Page 2
9:02 am                                 Circles I & II                  ID 3.6.1
                                          All Units

<TABLE>
<CAPTION>
==== Unit Profile =====       === Scheduled vs Actual Rent ====   ===================  ==Moved=   Current Lease       Security= YNAD
 I.D.    Type     SqFt        Amount   /SqFt     Amount   /SqFt   Current Lease           In      Begin      End      Deposit   Stat
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
<S>                 <C>       <C>      <C>       <C>      <C>     <C>                  <C>        <C>        <C>         <C>    <C> 
    63 AB.1         755       650.00   0.861     565.00   0.748   Nava, Carlos & Paul  03/31/96   03/31/96   12/30/96    340.00 Y --
    73 AB.1         755       650.00   0.861     650.00   0.861   Venegas, Claudia  (L 08/02/95   08/02/95   04/30/96    300.00 Y --
    83 AB.1         755       650.00   0.861     560.00   0.742   Cisneros, Cosine  (L 04/15/94   06/01/96   02/28/97    300.00 Y --
    93 AB.1         755       650.00   0.861     620.00   0.821   Nevarez, Julio       03/31/96   03/31/96   06/29/96    340.00 Y --
   103 AB.1         755       650.00   0.861     650.00   0.861   Espinoza, Sheila A.  10/29/95   10/29/95   01/28/96    300.00 Y --
   113 AB.1         755       650.00   0.861     565.00   0.748   Cabrera, Elisio & A  02/28/96   02/28/96   02/27/97    300.00 Y --
   123 AB.1         755       650.00   0.861     579.00   0.767   Taylor, Ella  (L)    01/31/96   01/31/96   07/30/96    300.00 Y --
   133 AB.1         755       650.00   0.861     555.00   0.735   Mc Clellan, Cassand  07/24/93   11/01/95   08/31/96    300.00 Y --
   143 AB.1         755       650.00   0.861     630.00   0.834   Treuhaft, Jamey & R  07/18/96   07/18/96   07/17/97    930.00 Y --
   153 AB.1         755       650.00   0.861     555.00   0.735   Rodriguez, Eliseo    01/03/95   05/01/96   12/31/97    300.00 Y --
   163 AB.1         755       650.00   0.861     630.00   0.834   Rayford, Zontrel     05/25/96   05/25/96   05/24/97    300.00 Y --
   173 AB.1         755       650.00   0.861     565.00   0.748   Cruz, Alan           03/30/96   03/31/96   03/30/97    340.00 Y --
   183 AB.1         755       650.00   0.861     650.00   0.861   Doscher, Kerrie L.   08/22/95   08/22/95   05/21/96    800.00 Y --
   193 AB.1         755       650.00   0.861     595.00   0.788   Murillo, Jason       05/24/96   05/25/96   05/24/97    300.00 Y --
   203 AB.1         755       650.00   0.861     650.00   0.861   Guzman, Gloria       07/13/96   07/13/96   04/12/97    300.00 Y --
   213 AB.1         755       650.00   0.861     555.00   0.735   Gonzalez, Regina  (  11/18/94   05/01/96   01/31/97    300.00 Y --
   223 A3.1         755       650.00   0.861     565.00   0.748   Madrigal, Carmen     03/29/96   03/29/96   03/28/97    300.00 Y --
   233 AB.1         755       650.00   0.861     630.00   0.834   Fogerty, Dean F  (L) 10/09/92   10/09/92   10/08/93    300.00 Y --
   243 AB.1         755       650.00   0.861     555.00   0.735   Wilkerson, Michelle  05/27/94   05/01/96   12/31/97    300.00 Y --
   253 AB.1         755       650.00   0.861     565.00   0.748   Galiste, Melissa     03/13/96   03/13/96   03/12/97    300.00 Y --
   263 AB.1         755       650.00   0.861     650.00   0.861   Eldridge, Rod        06/28/96   06/28/96   12/27/96    300.00 Y --
   273 AB.1         755       650.00   0.861     650.00   0.861   Benjamin, Vladimir   09/21/96   09/21/96   04/20/97    600.00 Y --
   283 AB.1         755       650.00   0.861     565.00   0.748   Sales, Christina se  03/22/96   03/22/96   03/21/97    220.00 Y --
   293 AB.1         755       650.00   0.861     565.00   0.748   Villalobos, Ramona   03/16/96   03/16/96   03/15/97    300.00 Y --
   303 AB.1         755       650.00   0.861     565.00   0.748   Perez, Jaime         03/31/96   03/31/96   03/30/97    300.00 Y --
   313 AB.1         755       650.00   0.861     565.00   0.748   Mccoun, Doug         03/20/96   03/20/96   03/19/97    340.00 Y --
   323 AB.1         755       650.00   0.861     580.00   0.768   Arkan, Yavuz         09/07/94   09/07/94   03/06/95    400.00 Y --
   333 AB.1         755       650.00   0.861     625.00   0.828   Garza, Hortencia     05/01/96   05/01/96   04/30/97    300.00 Y --
   343 AB.1         755       650.00   0.861     650.00   0.861   Iwamura, Glen        07/01/96   07/01/96   12/31/96    340.00 Y --
   353 AB.1         755       650.00   0.861     630.00   0.834   Gonzalez, George Lu  07/21/96   07/21/96   07/20/97    300.00 Y --
   363 AB.1         755       650.00   0.861     650.00   0.861   Castro, Ignacio      03/31/96   03/31/96   06/30/96    340.00 Y --
   373 AB.1         755       650.00   0.861     555.00   0.735   Fernandez, Ulises    05/20/95   06/01/96   05/31/97    400.00 Y -.
   383 AB.1         755       650.00   0.861     600.00   0.796   Swientek,Theodor     05/30/89   07/01/96   06/30/97    400.00 Y --
   393 AB.1         755       650.00   0.861     675.00   0.894   Laws, Eddie L. Jr.   04/08/96   04/08/96   07/07/96    300.00 Y --
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

   AB.1:     39   29445     25350.00   0.861   23464.00   0.791      29445 SF Occupied
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

     3 AC.1         715       615.00   0.860     550.00   0.769   Stuart, Barbara  (L  02/25/95   09/01/96   02/28/97    300.00 Y --
     9 AC.1         715       615.00   0.860     525.00   0.734   Romero, Augustin     04/29/95   05/01/96   01/31/97    340.00 Y --
    25 AC.1         715       615.00   0.860     525.00   0.734   Pardue/DeLaGarza, A  05/12/95   05/12/95   02/11/96    840.00 Y --
    31 AC.1         715       615.00   0.860     625.00   0.874   Gagnon, David M      09/09/96   09/09/96   09/08/97    300.00 Y --
    45 AC.1         715       615.00   0.860     495.00   0.692   Cole, Ann            12/03/82   05/01/96   02/28/97    350.00 Y --
    51 AC.1         715       615.00   0.860     625.00   0.874   Ralph, Felisha       06/14/96   06/14/96   02/13/97    300.00 Y --
    65 AC.1         715       615.00   0.860     595.00   0.832   Griggs, Carissa      03/29/96   03/29/96   03/28/97    300.00 Y --
    71 AC.1         715       615.00   0.860     625.00   0.874   Robinson, Marianne   01/26/96   01/26/96   07/25/96    300.00 Y --
    85 AC.1         715       615.00   0.860     615.00   0.860   Aguayo, Marcella V   09/08/96   09/08/96   04/07/97    300.00 Y -.
    91 AC.1         715       615.00   0.860     555.00   0.776   Cardova, Jesus       12/09/94   12/09/94   07/05/95    300.00 Y --
   105 AC.1         715       615.00   0.860     590.00   0.825   Gutierrez, Micaela   10/27/95   10/27/95   04/26/96    300.00 Y --
</TABLE>
<PAGE>

09/28/96                      LINCOLN RESIDENTIAL MGMT. SERVICES          Page 3
9:02 am                                 Circles I & II                  ID 3.6.1
                                          All Units

<TABLE>
<CAPTION>
==== Unit Profile =====       === Scheduled vs Actual Rent ====   ===================  ==Moved=   Current Lease       Security= YNAD
 I.D.    Type     SqFt        Amount   /SqFt     Amount   /SqFt   Current Lease           In      Begin      End      Deposit   Stat
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
<S>                 <C>       <C>      <C>       <C>      <C>     <C>                  <C>        <C>        <C>         <C>    <C> 
   111 AC.1         715       615.00   0.860     525.00   0.734   Tapia, Fermin        08/12/94   05/01/96   12/31/97    300.00 Y --
   125 AC.1         715       615.00   0.860     595.00   0.832   Pearson, Janet       03/09/96   03/10/96   03/09/97    800.00 Y --
   131 AC.1         715       615.00   0.860     570.00   0.797   Jones, Amy  (L)      10/29/95   08/01/96   05/31/97    300.00 Y --
   145 AC.1         715       615.00   0.860     595.00   0.832   Goodrick, Jamie      06/12/96   06/12/96   06/11/97    600.00 Y --
   151 AC.1         715       615.00   0.860     535.00   0.748   Villenueva, Marc     04/01/94   04/01/94   10/03/94    300.00 Y --
   165 AC.1         715       615.00   0.860     535.00   0.748   Watts, Linda  (L)    12/15/95   12/15/95   12/14/96    300.00 Y --
   171 AC.1         715       615.00   0.860     525.00   0.734   Munerlyn, Stephanie  10/01/94   06/01/96   04/30/97    325.00 Y --
   185 AC.1         715       615.00   0.860     525.00   0.734   Ag Duy Eng, Daisy T  02/05/94   07/01/96   05/31/97    300.00 Y --
   191 AC.1         715       615.00   0.860     570.00   0.797   Romero, Minerva  (L) 10/21/95   08/01/96   04/01/97    300.00 Y --
   205 AC.1         715       615.00   0.860     525.00   0.734   Seely, Teresa        05/20/95   05/01/96   01/31/97    300.00 Y --
   211 AC.1         715       615.00   0.860     570.00   0.797   Montez, Rosalinda    07/27/95   08/01/96   06/30/97    466.66 Y --
   225 AC.1         715       615.00   0.860     545.00   0.762   Hildago, Ricardo     05/20/94   05/20/94   11/19/94    300.00 Y --
   231 AC.1         715       615.00   0.860     555.00   0.776   Turner,Eric          02/01/95   02/01/95   07/31/95    300.00 Y --
   245 AC.1         715       615.00   0.860     570.00   0.797   Giles, Mary  (T)     09/08/89   09/01/96   06/30/97    400.00 Y --
   251 AC.1         715       615.00   0.860     535.00   0.748   Bibbo, Nick          01/26/96   01/26/96   06/25/97    300.00 Y---
   265 AC.1         715       615.00   0.860     570.00   0.797   Wallace, Ronald  (L) 09/23/95   09/01/96   05/31/97    300.00 Y --
   271 AC.1         715       615.00   0.860     570.00   0.797   Pitchford, Alicia    11/22/95   09/01/96   08/31/97    300.00 Y --
   285 AC.1         715       615.00   0.860     525.00   0.734   Fenzke, Jay          07/15/94   05/01/96   01/31/97    300.00 Y --
   291 AC.1         715       615.00   0.860     625.00   0.874   Bailon, Byron        07/31/96   07/31/96   01/30/97    300.00 Y --
   305 AC.1         715       615.00   0.860     595.00   0.832   Achanta, Srivinas    08/01/95   08/01/95   01/31/96    300.00 Y --
   311 AC.1         715       615.00   0.860     570.00   0.797   Raisanen, James  (L  11/23/90   07/01/96   04/30/97    400.00 Y --
   325 AC.1         715       615.00   0.860     525.00   0.734   Kumar, Sathish  (L)  03/01/94   04/01/96   12/31/96    300.00 Y --
   331 AC.1         715       615.00   0.860     625.00   0.874   Powser, Kimberely    06/16/96   06/16/96   03/15/97    300.00 Y --
   345 AQ.1         715       615.00   0.860     525.00   0.734   Dixon, Marion  (L)   10/20/90   05/01/96   01/31/97    400.00 Y --
   351 AC.1         715       615.00   0.860     525.00   0.734   Gupta, Raghu         06/13/94   06/01/96   05/31/97    300.00 Y --
   365 AC.1         715       615.00   0.860     535.00   0.748   White, Janice  (L)   04/18/94   04/18/94   10/17/94    300.00 Y --
   371 AC.1         715       615.00   0.860     525.00   0.734   Dung, Vo             10/21/94   06/01/96   05/31/97    300.00 Y --
   385 AC.1         715       615.00   0.860     535.00   0.748   Graut, Winnie  (L    09/30/95   10/01/96   07/31/97    300.00 Y --
   391 AC.1         715       615.00   0.860     600.00   0.839   Johnson, Celeste     04/12/96   04/13/96   04/12/97    300.00 Y --

====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

   AC.1:     40   28600     24600.00   0.860   22450.00   0.785      28600 SF Occupied

====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

     5 AD.1         755       650.00   0.861     650.00   0.861   Ramirez, Miguel  (   03/14/96   03/14/96   06/03/96    300.00 Y --
     7 AD.1         755       650.00   0.861     560.00   0.742   Monroy*, Tony        06/15/95   06/01/96   02/28/97    300.00 Y --
    27 AD.1         755       650.00   0.861     650.00   0.861   Duener, Robert       09/14/96   09/14/96   04/13/97    300.00 Y --
    29 AD.1         755       650.00   0.861     650.00   0.861   Wafford, Leonard &   08/09/96   08/09/96   08/08/97    300.00 Y --
    47 AD.1         755       650.00   0.861     565.00   0.748   Porter, Virginia     03/08/96   03/08/96   03/07/97    340.00 Y --
    49 AD.1         755       650.00   0.861     650.00   0.861   Jordan, Christopher  05/21/96   05/21/96   05/20/97    300.00 Y --
    67 AD.1         755       650.00   0.861     650.00   0.861   Bristol, Rhett  (L)  11/30/95   09/01/96   06/02/97    340.00 Y --
    69 AD.1         755       650.00   0.861     575.00   0.762   Ramirez, Maria  (T)  08/01/93   08/01/93   07/31/94    300.00 Y --
    87 AD.1         755       650.00   0.861     565.00   0.748   Logan, Ray           04/01/96   03/31/96   03/30/97    300.00 Y --
    89 AD.1         755       650.00   0.861     565.00   0.748   Hirschkorn, Lalia M  03/03/96   03/03/96   03/02/97    300.00 Y --
   107 AD.1         755       650.00   0.861       0.00   0.000   VACANT                                     09/11/96    300.00 Y VA
   109 AD.1         755       650.00   0.861     630.00   0.834   Noell, Joseph L      03/31/89   03/31/89   10/31/89    300.00 Y --
   127 AD.1         755       650.00   0.861     605.00   0.801   Goddard, Tammy       O5/26/96   05/26/96   05/25/97    340.00 Y --
   129 AD.1         755       650.00   0.861     555.00   0.735   Uy, Francine         06/23/95   05/01/96   01/31/97    300.00 Y --
   147 AD.1         755       650.00   0.861     650.00   0.861   Law, Al Frank        09/26/90   09/26/90   09/26/91    400.00 Y --
   149 AD.1         755       650.00   0.861     555.00   0.735   Mucino, Frank  (L)   06/01/93   06/01/93   05/31/94    300.00 Y --
</TABLE>
<PAGE>

09/28/96                      LINCOLN RESIDENTIAL MGMT. SERVICES          Page 4
9:02 am                                 Circles I & II                  ID 3.6.1
                                          All Units

<TABLE>
<CAPTION>
==== Unit Profile =====       === Scheduled vs Actual Rent ====   ===================  ==Moved=   Current Lease       Security= YNAD
 I.D.    Type     SqFt        Amount   /SqFt     Amount   /SqFt   Current Lease           In      Begin      End      Deposit   Stat
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
<S>                 <C>       <C>      <C>       <C>      <C>     <C>                  <C>        <C>        <C>         <C>    <C> 
   167 AD.1         755       650.00   0.861     565.00   0.748   Herenendez, Claudia  03/31/96   03/31/96   03/30/97    300.00 Y --
   169 AD.1         755       650.00   0.861     675.00   0.894   Bredernitz, Albert   04/12/96   04/12/96   07/11/96    300.00 Y --
   187 AD.1         755       650.00   0.861     625.00   0.828   Feather, Steve       04/17/96   04/17/96   04/16/97    300.00 Y --
   189 AD.1         755       650.00   0.861     565.00   0.748   Avila, J Trinidad &  03/29/96   03/29/96   03/28/97    300.00 Y --
   207 AD.1         755       650.00   0.861     650.00   0.861   De Guzman, Jhoric V  08/31/96   08/31/96   02/27/97    300.00 Y --
   209 AD.1         755       650.00   0.861     555.00   0.735   Conley, Michelle     02/25/95   05/01/96   12/31/97    300.00 Y --
   227 AD.1         755       650.00   0.861     580.00   0.768   Muedeking, Craig     02/14/95   05/01/96   01/31/97    300.00 Y --
   229 AD.1         755       650.00   0.861     675.00   0.894   Aristegui, Valarie   04/13/96   04/13/96   07/12/96    300.00 Y --
   247 AD.1         755       650.00   0.861     555.00   0.735   Houseman, Nancy      06/21/95   06/01/96   05/31/97    300.00 Y --
   249 AD.1         755       650.00   0.861     565.00   0.748   Pollichronakis, Lin  03/30/96   03/31/96   03/30/97    300.00 Y --
   267 AD.1         755       650.00   0.861     650.00   0.861   Gwartney, Alex       08/23/96   08/23/96   02/22/97    300.00 Y --
   269 AD.1         755       650.00   0.861     630.00   0.834   Favela, Jorge & Nel  06/15/96   06/15/96   06/14/97    300.00 Y --
   287 AD.1         755       650.00   0.861     630.00   0.834   Lewis, James  (L)    08/29/87   08/29/87   02/29/88    375.00 Y --
   289 AD.1         755       650.00   0.861     575.00   0.762   Cribb, Sherwin       04/01/94   04/01/94   09/30/94    300.00 Y---
   307 AD.1         755       650.00   0.861     615.00   0.815   Elam, Kevin R.  (L)  06/15/95   09/01/96   03/31/97    300.00 Y --
   309 AD.1         755       650.00   0.861       0.00   0.000   VACANT                                     05/11/96      0.00 A VA
   327 AD.1         755       650.00   0.861     650.00   0.861   Pena, Gerardo & Mar  03/24/96   03/25/96   06/24/96    300.00 Y --
   329 AD.1         755       650.00   0.861     650.00   0.861   Carr, Brian          08/31/96   08/31/96   02/27/97    340.00 Y --
   347 AD.1         755       650.00   0.861     555.00   0.735   Flores, David  (L)   09/16/92   12/01/95   09/30/96    400.00 Y --
   349 AD.1         755       650.00   0.861     565.00   0.748   Mancilla, Monica     03/31/96   03/31/96   03/30/97    300.00 Y --
   367 AD.1         755       650.00   0.861     590.00   0.781   Frias, Edy           08/19/94   08/19/94   02/18/95    300.00 Y --
   369 AD.1         755       650.00   0.861     650.00   0.861   BOWER , Brenda & Bl  08/24/96   08/24/96   02/23/97    300.00 Y --
   387 AD.1         755       650.00   0.861     650.00   0.861   Mora, Jose & Norma   08/30/96   08/30/96   06/29/97    300.00 Y --
   389 AD.1         755       650.00   0.861       0.00   0.000   VACANT                                     09/15/96      0.00 Y VA
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

   AD.1:     40   30200     26000.00   0.861   22495.00   0.805      27935 SF Occupied
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

     2 CE.2        1008       795.00   0.789     795.00   0.789   Mikhaylov, Nataliya  09/25/96   09/25/96   04/24/97    400.00 Y --
    16 CE.2        1008       795.00   0.789     795.00   0.789   Silva, Daniel  (     09/30/95   10/01/95   12/31/95    140.00 Y --
    20 CE.2        1008       795.00   0.789     795.00   0.789   Lefler, Michelle     09/09/96   09/09/96   06/08/97    400.00 Y --
    34 CE.2        1008       795.00   0.789     795.00   0.789   Miller, Richard      07/13/96   07/13/96   01/12/97    440.00 Y --
    40 CE.2        1008       795.00   0.789     795.00   0.789   Lekaren Williams     04/12/96   04/12/96   04/11/97    400.00 Y --
    54 CE.2        1008       795.00   0.789     705.00   0.699   Knight, Diana  (L)   03/01/90   07/01/96   04/30/97    400.00 Y --
    60 CE.2        1008       795.00   0.789     795.00   0.789   Zamora, Tony         08/31/96   08/31/96   02/27/97    400.00 Y --
    74 CE.2        1008       795.00   0.789     775.00   0.769   Conrad, Lothar & Co  11/08/90   08/01/96   07/31/97    400.00 Y --
    80 CE.2        1008       795.00   0.789     775.00   0.769   Marable, Steve  (L   05/26/95   05/26/95   02/25/96    440.00 Y --
    94 CE.2        1008       795.00   0.789     795.00   0.789   Smith, Linda  (L)    01/27/96   01/27/96   01/26/97    440.00 Y --
   100 CE.2        1008       795.00   0.789     760.00   0.754   Garcia, Peter        05/08/95   06/01/96   06/01/97    400.00 Y --
   114 CE.2        1008       795.00   0.789     795.00   0.789   Turner, Melissa      02/12/96   02/12/96   11/11/96    440.00 Y --
   120 CE.2        1008       795.00   0.789     775.00   0.769   Anderson, Stan  (L)  10/01/87   08/01/96   03/31/97    400.00 Y --
   134 CE.2        1008       795.00   0.789     760.00   0.754   Penrod, Stephen      05/08/89   06/01/96   05/31/97    300.00 Y --
   140 CE.2        1008       795.00   0.789     665.00   0.660   Rogers, Terry  (EMP) 09/30/94   09/30/94   12/31/99    300.00 Y --
   154 CE.2        1008       795.00   0.789     755.00   0.749   Anaya,Lupe      (L)  06/14/95   08/01/96   05/31/97    400.00 Y --
   160 CE.2        1008       795.00   0.789     775.00   0.769   Morfa, Luis          06/18/96   06/18/96   06/17/97    400.00 Y --
   174 CE.2        1008       795.00   0.789     795.00   0.789   Gee, Harold J.       08/09/96   08/09/96   05/08/97    900.00 Y --
   180 CE.2        1008       795.00   0.789     705.00   0.699   Washington, Landry   01/04/92   06/01/96   02/28/97    400.00 Y --
   194 CE.2        1008       795.00   0.789     795.00   0.789   Darnell, Chris       08/15/96   08/15/96   05/14/97    400.00 Y --
   200 CE.2        1008       795.00   0.789     795.00   0.789   Ramirez, Esteban     03/16/96   03/16/96   03/15/97    400.00 Y --
</TABLE>
<PAGE>

09/28/96                      LINCOLN RESIDENTIAL MGMT. SERVICES          Page 5
9:02 am                                 Circles I & II                  ID 3.6.1
                                          All Units

<TABLE>
<CAPTION>
==== Unit Profile =====       === Scheduled vs Actual Rent ====   ===================  ==Moved=   Current Lease       Security= YNAD
 I.D.    Type     SqFt        Amount   /SqFt     Amount   /SqFt   Current Lease           In      Begin      End      Deposit   Stat
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
<S>                <C>        <C>      <C>       <C>      <C>     <C>                  <C>        <C>        <C>         <C>    <C> 
   214 CE.2        1008       795.00   0.789     760.00   0.754   Shaw, Ilonka         06/01/95   06/01/96   05/31/97    400.00 Y --
   220 CE.2        1008       795.00   0.789     795.00   0.789   Leyva, Arturo        01/27/96   01/27/96   01/26/97    400.00 Y --
   234 CE.2        1008       795.00   0.789     775.00   0.769   De Leon, Claudia     06/10/96   06/10/96   06/09/97    400.00 Y --
   240 CE.2        1008       795.00   0.789     795.00   0.789   Perez, Jose & Maria  08/07/96   08/07/96   02/06/97    400.00 Y --
   254 CE.2        1008       795.00   0.789     795.00   0.789   Hillard, Karen A     09/01/96   09/01/96   07/31/97    400.00 Y --
   260 CE.2        1008       795.00   0.789     795.00   0.789   Menebroker, Wayne    08/14/95   08/14/95   05/13/96    400.00 Y --
   274 CE.2        1008       795.00   0.789     760.00   0.754   Richardson, Kenneth  02/18/95   06/01/96   05/31/97    400.00 Y --
   280 CE.2        1008       795.00   0.789     775.00   0.769   Johnson, Evelyn And  07/27/96   07/27/96   07/26/97   1043.33 Y --
   294 CE.2        1008       795.00   0.789     755.00   0.749   Garcia, Hector  (L)  05/30/95   06/05/95   04/04/96    440.00 Y --
   300 CE.2        1008       795.00   0.789     755.00   0.749   Horsley, Cecil  (L)  07/08/85   08/01/96   04/30/97    400.00 Y --
   314 CE.2        1008       795.00   0.789     820.00   0.813   Munoz, Julio and Ma  04/15/96   04/15/96   07/14/96    400.00 Y --
   320 CE.2        1008       795.00   0.789     795.00   0.789   Pardo, Mary Lou      01/26/96   01/26/96   06/25/96    400.00 Y --
   334 CE.2        1008       795.00   0.789     775.00   0.769   Obemesser, Peter     05/26/96   05/26/96   05/25/97    400.00 Y --
   340 CE.2        1008       795.00   0.789     775.00   0.769   Wendt, Shannon       07/14/96   07/14/96   07/13/97    400.00 Y --
   354 CE.2        1008       795.00   0.789     795.00   0.789   Johnson, Jerutha     07/01/96   07/01/96   06/30/97    400.00 Y --
   360 CE.2        1008       795.00   0.789       0.00   0.000   VACAWT/PRELEASED                           09/16/96      0.00 Y VL
   374 CE.2        1008       795.00   0.789     775.00   0.769   Miller, Lourdes      05/17/96   05/17/96   05/16/97    400.00 Y --
   380 CE.2        1008       795.00   0.789     695.00   0.689   Palmer, Paul         06/01/96   06/01/96   05/31/97    400.00 Y --
   394 CE.2        1008       795.00   0.789     795.00   0.789   Hernandez, Marc      02/15/96   02/15/96   11/14/96    400.00 Y --

====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

   CE.2:     40   40320     31800.00   0.789   30180.00   0.768      39312 SF Occupied

====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

     4 CF.2         983       760.00   0.773     740.00   0.753   Escobar, Xochitl &   03/06/96   07/01/96   03/31/97    440.00 Y --
    14 CF.2         983       760.00   0.773     760.00   0.773   Schifler*, Doreen    08/26/95   08/26/95   05/25/96    400.00 Y --
    22 CF.2         983       760.00   0.773     760.00   0.773   Garcia, Lupe Garcia  09/21/96   09/21/96   04/20/97    400.00 Y --
    32 CF.2         983       760.00   0.773     760.00   0.773   Salgado, Patrick     08/10/96   08/10/96   08/09/97    900.00 Y --
    42 CF.2         983       760.00   0.773     740.00   0.753   Melendez, Robin      07/18/96   07/18/96   07/17/97    400.00 Y --
    52 CF.2         983       760.00   0.773     760.00   0.773   Moreno, John & Rita  07/03/96   07/03/96   07/02/97    940.00 Y --
    62 CF.2         983       760.00   0.773     725.00   0.738   Maurisio, Jose Juan  04/29/96   04/28/96   04/27/97    400.00 Y --
    72 CF.2         983       760.00   0.773     745.00   0.758   Aceves, Jose & Lili  06/01/93   06/01/93   05/29/94    400.00 Y --
    82 CF.2         983       760.00   0.773     705.00   0.717   St.George, Ami       06/11/96   06/11/96   06/10/97    400.00 Y --
    92 CF.2         983       760.00   0.773     760.00   0.773   Loven, Andre & Rosa  09/25/96   09/25/96   03/24/97    400.00 Y --
   102 CF.2         983       760.00   0.773     725.00   0.738   Orozco,** Luis       04/20/95   04/20/95   01/19/96    400.00 Y --
   112 CF.2         983       760.00   0.773     725.00   0.738   Haran, Kyle & Haran  01/15/96   01/15/96   08/14/96    440.00 Y --
   122 CF.2         983       760.00   0.773     725.00   0.738   Markovic, Aleksande  02/10/95   02/10/95   08/09/95    440.00 Y --
   132 CF.2         983       760.00   0.773     725.00   0.738   Smith, Ray  (L)      05/15/95   05/15/95   02/14/96    400.00 Y --
   142 CF.2         983       760.00   0.773     760.00   0.773   Arana, Marco  (L)    10/23/95   10/23/95   04/22/96    400.00 Y --
   152 CF.2         983       760.00   0.773     740.00   0.753   Stratton, Amelia  (  08/02/95   09/01/96   05/31/97    100.00 Y --
   162 CF.2         983       760.00   0.773     740.00   0.753   Pedrick, Sandra      07/16/96   07/16/96   07/15/97    400.00 Y --
   172 CF.2         983       760.00   0.773     760.00   0.773   Lewis, Randy & Pyon  09/01/96   09/01/96   03/31/97    500.00 Y OL
   182 CF.2         983       760.00   0.773     760.00   0.773   Torres, Manuela A    08/30/96   08/30/96   05/29/97    400.00 Y --
   192 CF.2         983       760.00   0.773     730.00   0.743   Rivas, Sharon  (L)   08/29/94   08/01/96   04/30/97    400.00 Y --
   202 CF.2         983       760.00   0.773     760.00   0.773   Grisby, Doreen       07/16/95   07/16/95   04/15/96    400.00 Y --
   212 CF.2         983       760.00   0.773     760.00   0.773   Rehn, Ronnie         09/23/96   09/23/96   09/22/97    400.00 Y --
   222 CF.2         983       760.00   0.773     725.00   0.738   Burnett, Melissa     03/08/96   03/09/96   03/08/97    400.00 Y --
   232 CF.2         983       760.00   0.773     740.00   0.753   Mefford, Gregory     07/31/96   08/01/96   07/31/97    440.00 Y --
   242 CF.2         983       760.00   0.773     760.00   0.773   Lepe, Armida         09/30/95   10/01/95   06/30/96    400.00 Y OL
   252 CF.2         983       760.00   0.773     705.00   0.717   Hurlbert, Ben        05/23/96   05/23/96   05/22/97    940.00 Y --
</TABLE>
<PAGE>

09/28/96                      LINCOLN RESIDENTIAL MGMT. SERVICES          Page 6
9:03 am                                 Circles I & II                  ID 3.6.1
                                          All Units

<TABLE>
<CAPTION>
==== Unit Profile =====       === Scheduled vs Actual Rent ====   ===================  ==Moved=   Current Lease       Security= YNAD
 I.D.    Type     SqFt        Amount   /SqFt     Amount   /SqFt   Current Lease           In      Begin      End      Deposit   Stat
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
<S>                 <C>       <C>      <C>       <C>      <C>     <C>                  <C>        <C>        <C>         <C>    <C> 
   262 CF.2         983       760.00   0.773     725.00   0.738   Mora, Saul CL)       01/31/96   09/01/96   03/31/97    400.00 Y --
   272 CF.2         983       760.00   0.773     725.00   0.738   Camacho, Josephina   03/31/96   03/31/96   09/30/96    440.00 Y --
   282 CF.2         983       760.00   0.773     760.00   0.773   Ocegura, Michael     08/10/96   08/10/96   02/09/97    400.00 Y --
   292 CF.2         983       760.00   0.773     725.00   0.738   Torres, Andrew/Wong  12/28/94   12/28/94   06/27/95    440.00 Y --
   302 CF.2         983       760.00   0.773     725.00   0.738   Aunchamn, Sherrie    03/16/96   03/16/96   03/15/97    940.00 Y --
   312 CF.2         983       760.00   0.773     670.00   0.682   Solis, Eduardo       03/12/93   02/01/96   10/31/96    400.00 Y --
   322 CF.2         983       760.00   0.773     760.00   0.773   Lopez, Sandra        09/02/95   09/02/95   06/01/96    300.00 Y --
   332 CF.2         983       760.00   0.773     725.00   0.738   Feldman, Marlena  (L 08/10/94   08/10/94   02/09/95    400.00 Y --
   342 CF.2         983       760.00   0.773     690.00   0.702   Bolanos,Guillermo  ( 05/14/95   05/14/95   02/13/96      0.00 Y --
   352 CF.2         983       760.00   0.773     670.00   0.682   Bernadino, Rogue  (L 03/25/93   12/01/95   08/31/96    440.00 Y --
   362 CF.2         983       760.00   0.773     760.00   0.773   Electric, Grass Val  09/23/96   09/23/96   03/22/97    480.00 Y---
   372 CF.2         983       760.00   0.773     750.00   0.763   Marsh, Richard       06/20/95   06/20/95   03/19/96    400.00 Y OL
   382 CF.2         983       760.00   0.773     750.00   0.763   Zazueta, Manuel/Mar  04/17/96   04/17/96   07/16/96    440.00 Y --
   392 CF.2         983       760.00   0.773     680.00   0.692   Stocker, Herbert  (L 08/01/90   08/01/96   05/31/97    400.00 Y --
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

   CF.2:     40   39320     30400.00   0.773   29410.00   0.748      39320 SF Occupied
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

     6 CG.2         915       730.00   0.798     710.00   0.776   Hernandez, Ramiro    07/09/96   07/09/96   07/08/97    400.00 Y --
    12 CG.2         915       730.00   0.798       0.00   0.000   VACANT/PRELEASED                           09/16/96      0.00 N VL
    24 CG.2         915       730.00   0.798     690.00   0.754   Pendragon, Derek A.  05/12/96   05/12/96   05/11/97    100.00 Y --
    30 CG.2         915       730.00   0.798     690.00   0.754   Doreika, Paul and L  07/01/96   07/01/96   06/30/97    440.00 Y --
    44 CG.2         915       730.00   0.798     720.00   0.787   Palacios, Erlinda &  03/21/96   03/21/96   06/20/96    440.00 Y --
    50 CG.2         915       730.00   0.798     730.00   0.798   Solis, Angela  (L)   07/13/96   08/01/96   07/31/97    400.00 Y --
    64 CG.2         915       730.00   0.798     630.00   0.689   Ruiz, Nellie  (L)    06/14/95   06/01/96   02/28/97    400.00 Y --
    70 CC.2         915       730.00   0.798     735.00   0.803   Villarreal, Margari  04/16/96   04/16/96   07/15/96    400.00 Y --
    84 CG.2         915       730.00   0.798     715.00   0.781   Shabazz, Davida      08/15/92   07/01/96   06/30/97    400.00 Y --
    90 CG.2         915       730.00   0.798     710.00   0.776   Tukay, Alexis  (L)   09/02/95   09/02/95   06/01/96    200.00 Y --
   104 CG.2         915       730.00   0.798     710.00   0.776   Adorno, Irene        01/30/96   01/31/96   10/30/96    400.00 Y --
   110 CG.2         915       730.00   0.798     710.00   0.776   Atkins, Shirley T.   01/09/93   08/01/96   03/30/97    400.00 Y --
   124 CG.2         915       730.00   0.798       0.00   0.000   VACANT                                     08/02/96      0.00 D VA
   130 CG.2         915       730.00   0.798     730.00   0.798   Craft, David  (L)    04/01/85   04/01/85   09/30/85    700.00 Y --
   144 CG.2         915       730.00   0.798     695.00   0.760   SMITH, Christine     05/19/95   06/01/96   01/31/97    400.00 Y --
   150 CG.2         915       730.00   0.798     675.00   0.738   Pettis, Michael      05/15/95   05/15/95   02/14/00    400.00 Y --
   164 CG.2         915       730.00   0.798     710.00   0.776   Lewis, Micheal       12/10/94   12/10/94   06/09/95    400.00 Y --
   170 CG.2         915       730.00   0.798     730.00   0.798   Head, Scott          07/14/96   07/14/96   01/13/97    400.00 Y --
   184 CG.2         915       730.00   0.798     730.00   0.798   Gill, Gurbrinder S   03/01/94   03/01/94   09/30/94    400.00 Y --
   190 CG.2         915       730.00   0.798     690.00   0.754   Garcia, Xavier  (L)  08/04/92   06/01/96   03/30/97    400.00 Y --
   204 CG.2         915       730.00   0.798     710.00   0.776   Ehmka, Greg  (L)     01/22/96   01/22/96   07/21/96    440.00 Y OL
   210 CG.2         915       730.00   0.798     690.00   0.754   Rosadovelasquez, Ef  07/30/93   02/01/96   10/31/96    400.00 Y --
   224 CG.2         915       730.00   0.798     730.00   0.798   Hernandez, Francise  08/07/96   08/07/96   05/06/97    400.00 Y --
   230 CG.2         915       730.00   0.798     710.00   0.776   Garza, Lee           03/14/96   03/15/96   03/14/97    400.00 Y --
   244 CG.2         915       730.00   0.798     710.00   0.776   Cotta, Todd          03/21/96   03/21/96   03/20/97    440.00 Y --
   250 CG.2         915       730.00   0.798     710.00   0.776   Cholimakjian, Charl  07/21/93   07/21/93   07/20/94    400.00 Y --
   264 CG.2         915       730.00   0.798     695.00   0.760   Villalobos, Raul     02/02/95   07/01/96   06/01/97    400.00 Y --
   270 CG.2         915       730.00   0.798     710.00   0.776   Fulgham, Jamal & Ta  03/22/96   03/23/96   03/22/97    400.00 Y --
   284 CG.2         915       730.00   0.798     690.00   0.754   Koflanovich, Diana   06/09/96   06/09/96   03/08/97    440.00 Y --
   290 CG.2         915       730.00   0.798     665.00   0.727   Santistevan, Leroy   02/01/91   06/01/96   01/31/97    440.00 Y --
   304 CG.2         915       730.00   0.798     710.00   0.776   Sankey, Johanna  (Jo 10/01/88   10/01/88   09/30/89    400.00 Y --
</TABLE>
<PAGE>

09/28/96                      LINCOLN RESIDENTIAL MGMT. SERVICES          Page 7
9:03 am                                 Circles I & II                  ID 3.6.1
                                          All Units

<TABLE>
<CAPTION>
==== Unit Profile =====       === Scheduled vs Actual Rent ====   ===================  ==Moved=   Current Lease       Security= YNAD
 I.D.    Type     SqFt        Amount   /SqFt     Amount   /SqFt   Current Lease           In      Begin      End      Deposit   Stat
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
<S>                 <C>       <C>      <C>       <C>      <C>     <C>                  <C>        <C>        <C>         <C>    <C> 
   310 CG.2         915       730.00   0.798     710.00   0.776   Maiman, Bruce        03/20/96   03/20/96   03/19/97    400.00 Y---
   324 CG.2         915       730.00   0.798     690.00   0.754   Neal, Eva  (L)       04/01/88   04/01/88   09/30/88    400.00 Y --
   330 CG.2         915       730.00   0.798     710.00   0.776   Casilles, Victor &   09/23/95   09/23/95   06/22/96    440.00 Y --
   344 CG.2         915       730.00   0.798     710.00   0.776   Cisneros, Anthony    06/24/95   07/01/96   04/30/97    445.00 Y --
   350 CG.2         915       730.00   0.798     685.00   0.749   Hennington, Glen     06/06/87   06/06/87   06/05/88    375.00 Y --
   364 CG.2         915       730.00   0.798     710.00   0.776   Airhart, Rena  (L    09/20/91   08/01/96   07/31/97    400.00 Y --
   370 CG.2         915       730.00   0.798     715.00   0.781   Wilson, Joann        07/01/94   07/01/96   06/30/97    400.00 Y --
   384 CG.2         915       730.00   0.798     710.00   0.776   Saban, Zeljko  (L)   01/28/93   07/01/96   06/30/97    400.00 Y --
   390 CG.2         915       730.00   0.798     730.00   0.798   Graffagnino, Anthon  09/01/96   09/01/96   03/31/97    440.00 Y --
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

   CC.2:     40   36600     29200.00   0.798   26810.00   0.771      34770 SF Occupied
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

     8 CH.2         983       760.00   0.773     730.00   0.743   Gomez*, Arturo       06/30/95   07/01/96   06/30/97    400.00 Y --
    10 CH.2         983       760.00   0.773     705.00   0.717   Bennett, Tim         05/18/96   05/18/96   05/17/97    400.00 Y --
    26 CH.2         983       760.00   0.773     705.00   0.717   Van Treek, Tammy     02/18/95   06/01/96   05/31/97    440.00 Y --
    28 CH.2         983       760.00   0.773     705.00   0.717   Luna, Abel Jr.       05/18/96   05/22/96   05/21/97    440.00 Y --
    46 CH.2         983       760.00   0.773     760.00   0.773   Le, Jessica Thu      09/07/96   09/07/96   03/06/97    440.00 Y --
    48 CH.2         983       760.00   0.773     705.00   0.717   Logsdon, Michael     05/08/96   05/08/96   05/07/97    900.00 Y --
    66 CH.2         983       760.00   0.773     705.00   0.717   Gianelli, Chris      05/18/96   05/18/96   05/17/97    400.00 Y --
    68 CH.2         983       760.00   0.773     705.00   0.717   Engelbrite, Shawn  ( 06/16/95   06/01/96   02/28/97    440.00 Y --
    86 CH.2         983       760.00   0.773     760.00   0.773   Young, George & Ree  09/07/96   09/07/96   09/06/97    400.00 Y --
    88 CH.2         983       760.00   0.773     725.00   0.738   Samuel, Catherine    03/30/94   09/01/96   05/31/97    400.00 Y --
   106 CH.2         983       760.00   0.773     740.00   0.753   Dunn, Brenda         06/13/96   06/13/96   06/12/97    400.00 Y --
   108 CH.2         983       760.00   0.773     725.00   0.738   Young, Michelle      04/18/96   04/18/96   04/17/97    440.00 Y --
   126 CH.2         983       760.00   0.773     725.00   0.738   Kurtzman, Ed         01/30/96   09/01/96   03/31/97    440.00 Y --
   128 CH.2         983       760.00   0.773       0.00   0.000   VACANT                                     04/23/96      0.00 A VA
   146 CH.2         983       760.00   0.773     760.00   0.773   Johnson JOANN  (L)   12/12/91   12/12/91   12/12/92    400.00 Y --
   148 CH.2         983       760.00   0.773     725.00   0.736   Nunez, Dina  (L)     01/25/96   01/25/96   08/24/96    400.00 Y --
   166 CH.2         983       760.00   0.773     760.00   0.773   Singh, Reeta         09/21/96   09/21/96   04/20/97    400.00 Y --
   168 CH.2         983       760.00   0.773     725.00   0.736   Northern Sun Associ  06/11/96   06/11/96   06/10/97    500.00 Y --
   186 CH.2         983       760.00   0.773     700.00   0.713   Sanders, Lewis       07/01/88   06/01/96   02/28/97    400.00 Y --
   188 CH.2         983       760.00   0.773     760.00   0.773   Aranda, Trisha       08/10/96   08/10/96   05/09/97    400.00 Y --
   206 CH.2         983       760.00   0.773     725.00   0.738   Rodriguez, Miguel    02/15/96   04/24/96   08/23/96    400.00 Y --
   208 CH.2         983       760.00   0.773     690.00   0.702   MENCHACA, EDUVINA    05/20/92   05/20/92   06/20/92    400.00 Y --
   226 CH.2         983       760.00   0.773     760.00   0.773   Mason, Deyara (L)    11/22/95   11/22/95   08/21/96    400.00 Y --
   228 CH.2         983       760.00   0.773     750.00   0.763   Beltran, Rene        04/12/96   04/12/96   07/11/96    440.00 Y --
   246 CH.2         983       760.00   0.773     630.00   0.641   Reyes, Guillermo  (L 05/31/95   06/01/96   05/31/97    400.00 Y --
   248 CH.2         983       760.00   0.773     710.00   0.722   Mendoza, Olga        06/10/95   07/01/96   06/30/97    400.00 Y --
   266 CH.2         983       760.00   0.773     730.00   0.743   Jimenez, Maria Luis  06/18/95   07/01/96   06/30/97    400.00 Y --
   268 CH.2         983       760.00   0.773     690.00   0.702   Castro, Rosa sect.   07/14/94   07/14/94   08/13/95    400.00 Y --
   286 CH.2         983       760.00   0.773     705.00   0.717   Elliot, Charles      06/24/96   06/24/96   06/23/97    440.00 Y --
   288 CH.2         983       760.00   0.773     750.00   0.763   Fierro, Jesus        04/13/96   04/15/96   07/14/96    400.00 Y --
   306 CH.2         983       760.00   0.773     725.00   0.738   Aguirre, Lluvia      08/08/94   08/08/94   02/07/95    400.00 Y --
   308 CH.2         983       760.00   0.773     760.00   0.773   Garcia, Rosa         08/22/96   08/22/96   02/21/97    400.00 Y --
   326 CH.2         983       760.00   0.773     725.00   0.738   Ellis, Julia, Walte  07/01/93   01/01/96   08/31/96    400.00 Y --
   328 CH.2         983       760.00   0.773     595.00   0.605   Mahannah, Paul  (    06/16/95   06/16/95   03/15/96    400.00 Y --
   346 CH.2         983       760.00   0.773     705.00   0.717   Malloy, Ray          04/07/95   06/01/96   05/31/97    440.00 Y --
   348 CH.2         983       760.00   0.773     740.00   0.753   Dal-Tiboni, Vivian   09/28/95   08/01/96   06/03/99    400.00 Y --
</TABLE>
<PAGE>

09/28/96                      LINCOLN RESIDENTIAL MGMT. SERVICES          Page 8
9:03 am                                 Circles I & II                  ID 3.6.1
                                          All Units

<TABLE>
<CAPTION>
==== Unit Profile =====       === Scheduled vs Actual Rent ====   ===================  ==Moved=   Current Lease       Security= YNAD
 I.D.    Type     SqFt        Amount   /SqFt     Amount   /SqFt   Current Lease           In      Begin      End      Deposit   Stat
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
<S>                 <C>       <C>      <C>       <C>      <C>     <C>                  <C>        <C>        <C>         <C>    <C> 
  366 CH.2          983       760.00   0.773     710.00   0.722   Olea, Ralph          07/01/91   07/01/96   06/30/97    440.00 Y --
  368 CH.2          983       760.00   0.773     740.00   0.753   Durigon, Joseph P.   06/25/96   06/25/96   06/24/97    440.00 Y --
  386 CH.2          983       760.00   0.773     740.00   0.753   Bailey, Natalie      08/01/96   08/01/96   07/31/97    400.00 Y --
  388 CH.2          983       760.00   0.773     740.00   0.753   Proximo, Kumogi      07/10/87   08/01/96   04/30/97    400.00 Y --
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

 CH.2:       40   39320     30400.00   0.773   28145.00   0.734      38337 SF Occupied
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

   H2 Dl           1300      1095.00   0.842    1095.00   0.842   Mims, Rhonda         08/01/96   08/01/96   07/31/97   1200.00 Y --
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

  Dl:         1    1300      1095.00   0.842    1095.00   0.842      1300 SF Occupied
   
====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====

 TOTAL:     320  276185    226445.00   0.820  209404.00   0.775      270099 SF Occupied

====== ========= ======       ======   =====     ======   =====   ===================  ========   ========   ======== ========= ====
</TABLE>
<PAGE>

09/28/96                LINCOLN RESIDENTIAL MGMT. SERVICES              Page 1
8:50 am                          Circles I & II                         ID F:106
                         Available Units As Of 09/27/96

                           Make-ready categories are:
             TRASH, DAMAG, HVAC, ELECT, APPLI, PAINT, FLOOR, CLEAN.

<TABLE>
<CAPTION>
=============================================================================================================================
Type       Unit  Mk. Ready   Vac. Unit rent  Unit Notes    Applicant      Applied   Due in     Make Ready Assessment     Code
=========  ====  ==========  ==== =========  ============  =============  ========= =========  ========================  ====
<S>          <C>              <C>    <C>     <C>           <C>            <C>       <C>        <C>                             

VACANT UNITS,  MAKE-READY COMPLETED:
====================================

AD.1         107 YYYYYYYYY    16     650.00  GRY/05/95     _____________  ________  _______    ____________________

AD.1         389 YYYYYYYYY    12     650.00  BEIGE 96      _____________  ________  ________   ____________________

CE.2         360 YYYYYYYYY    11     795.00  BEIGE 96      Lewis, Randy   08/19/96  10/10/96   ____________________


VACANT UNITS, MAKE-READY NOT COMPLETED:
=======================================

CE.2          12 YYYYYYYNN    11     730.00  BEIGE 96      Estrada, Sand  08/14/96  10/01/96   ____________________


VACANT UNITS. OFF-LINE ADMINISTRATIVE OR OFF-LINE DOWN (OUT OF SERVICE):
========================================================================

AD.1         309 YYYYYYYYA   139     650.00  GRY/95        _____________  _________  ________  W/D ST.MODEL

CG.2         124 NNNNNNNND    56     730.00  GRY 09/95     _____________  _________  ________  deck repair/trf frm 10B
 
CH.2         128 YYYYYYYYA   157     760.00  BEN 06/95     _____________  _________  ________  washer/dryer stack

<CAPTION>

=============================================================================================================================
Type       Unit  Due Out     Vac. Unit rent  Unit Notes    Applicant      Applied   Due in     Make Ready Assessment     Code
=========  ====  ==========  ==== =========  ============  =============  ========= =========  ========================  ====

OCCUPIED UNITS, CURRENT Resident ON NOTICE TO VACATE:
=====================================================
<S>          <C>              <C>    <C>     <C>           <C>            <C>       <C>        <C>                             
AA.1         115 10/24/96    -27     690.00  TAN/94        _____________  _________  ________  EVICTION PENDING
AA.1         315 10/04/96     -7     690.00  TAN 1994      _____________  _________  ________  2280 Perez
AA.1         335 10/15/96    -18     690.00  TAN 1994      _____________  _________  ________  2281 Perez W/D S/S

AB.1         103 10/24/96    -27     650.00  LTBRN/95      _____________  _________  ________  EVICTION PENDING
AB.1         133 10/04/96     -7     650.00

AD.1          69 10/01/96     -4     650.00  ____________  _____________  _________  ________  ____________________

CF.2         172 10/10/96    -13     760.00  BRN 93        Disano, Darry  09/24/96  10/30/96   ____________________
CF.2         242 10/18/96    -21     760.00  GRY           Deon, Leslie   09/17/96  11/01/96   ____________________
CF.2         372 09/30/96     -3     760.00  BRN/06/95     Oneal, Denny   09/09/96  10/10/96   ____________________

CG.2          70 10/20/96    -23     730.00  BRN/93/       _____________  _________  ________  w/d stack 2296 Main
CG.2         130 10/15/96    -18     730.00  ____________  _____________  _________  ________  ____________________
CG.2         164 09/30/96     -3     730.00  ____________  _____________  _________  ________  ____________________
CG.2         204 10/04/96     -7     730.00  GRY/05/95     Siah, Victor   09/23/96   10/15/96  2270 Perez w/d stack

=============================================================================================================================
</TABLE>
<PAGE>

09/28/96                LINCOLN RESIDENTIAL MGMT. SERVICES              Page 1
8:54 am                          Circles I & II                         ID F:106
                         Available Units As Of 09/27/96

                           Make-ready categories are:
             TRASH, DAMAG, HVAC, ELECT, APPLI, PAINT, FLOOR, CLEAN.

<TABLE>
<CAPTION>
=============================================================================================================================
Type       Unit  Mk. Ready   Vac. Unit rent  Unit Notes    Applicant      Applied   Due in     Make Ready Assessment     Code
=========  ====  ==========  ==== =========  ============  =============  ========= =========  ========================  ====
<S>          <C>              <C>    <C>     <C>           <C>            <C>       <C>        <C>                             

VACANT UNITS, MAKE-READY COMPLETED:
===================================

DT           18D YYYYYYYYY    17     925.00  BRN/10/08/95  _____________  _________  ________  ____________________


VACANT UNITS, MAKE-READY NOT COMPLETED:
=========================================

AZ.1         42A NNNNNNNNNN    7     615.00  LAWSON, JR.,         08/22/96 10/01/96 _________  _____________

DT           20I NNNNNNNNNN    1     925.00               _____________  _________  ________  ____________________
DT           28H NNNNNNNNNN    8     925.00  BRN 9/95     _____________  _________  ________  ____________________

<CAPTION>

=============================================================================================================================
Type       Unit  Due Out     Vac. Unit rent  Unit Notes    Applicant      Applied   Due in     Make Ready Assessment     Code
=========  ====  ==========  ==== =========  ============  =============  ========= =========  ========================  ====
<S>          <C>              <C>    <C>     <C>           <C>            <C>       <C>        <C>                             

OCCUPIED UNITS, CURRENT Resident ON NOTICE TO VACATE:
=====================================================

AZ.1         32C 09/27/96      0     615.00  TAN/95        Burnes, Dwayn  09/21/96  10/13/96   HOLD BMR
AZ.1         42B 10/24/96    -27     615.00  ____________  _____________  _________  ________  eviction pending
AZ.1         44A 10/03/96     -6     615.00  ____________  _____________  _________  ________  HOLD BMR

AZ.2         46C 10/24/96    -27     625.00  GRAY 95       _____________  _________  ________  eviction pending

DT           10B 09/30/96     -3     925.00  BRN 05/95     _____________  _________  ________  ____________________
DT           22F 10/24/96    -27     925.00  TAN/95        _____________  _________  ________  eviction pending

=============================================================================================================================
</TABLE>
<PAGE>

                                   PRICE LIST

                                 CIRCLES I & II

           1 Bedroom Cadiz....(715 sq ft)............$615.00-$625.00
            1 Bedroom Durango/Brasi1ia....(755 sq ft)........$650.00
                1 Bedroom Altamira....(777 sq ft)........$690.00

               2 Bedroom, Guayaquil....(915 sq ft)........$730.00
          2 Bedroom Fortiliza/Hermosillo....(983 sq ft)........$760.00
                2 Bedroom Espirito....(1008 sq ft)........$795.00

                 Deposits........1 bdrm $300.00 & 2 bdrm $400.00

                             CIRCLES III NORTH PLAZA

        1 Bedroom Cozumel w/Garage....(660 sq ft)........$615.00-$625.00
          3 Bedroom La Terraza w/Garage....(1310 sq ft)........$925.00

                 Deposits........1 bdrm $300.00 & 3 bdrm $500.00

                                   Amenities:
     Fireplaces, Washer/Dryer Hook-ups, Gas Appliances, Dishwasher, Garbage
       Disposal, Covered Parking, Privacy Gates, Courtesy Patrol, Laundry
    Facilities, two Swimming Pools, Jacuzzi, Tennis Courts, water, garbage,
       and basic cable. Pets accepted with an additional $500.00 Deposit.

                                   To Qualify:
    * Applicants must have been employed for at least 6 months with current
                                   employer.
      * Applicants must have positive credit and previous rental history.
        * Applicants income must be three times the monthly rental rate.
                * Application fee $25.00 and Holding fee $100.00.
<PAGE>

                                   CIRCLES APT
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                      MONTH           MONTH         CURRENT          PRIOR            DOLLAR
    DESCRIPTION                       ACTUAL        PRIOR YEAR    YEAR TO DATE    YEAR TO DATE       VARIANCE
    -----------                     ----------      ----------    ------------    ------------      ----------
<S>                                 <C>             <C>           <C>             <C>               <C>       
    GROSS POTENTIAL INCOME                                                          564,883.08     (564,883.08)
    RENTAL. INCOME VARIANCE                                                        (138,997.90)     138,997.90
                                    ----------      ----------    ------------    ------------      ----------
      NET CURRENT RENT              200,738.96      178,272.42    1,482,260.71    1,219,256.96      263,003.73

OTHER RENTAL INCOME
    SECURITY DEPOSITS                 9,765.00        6,122.83       64,982.93       59,687.63        5,295.10
    FORFEITED SECURITY DEPOSITS       2,336.36          742.63       15,082.25        3,973.12       11,109.13
    LAUNDRY INCOME                    1,304.40        2,069.70       10,993.65       14,455.10       (3,461.45)
    CHARGES TO TENANTS                3,392.61          925.00       15,425.10        5,009.39       10,415.71
    MISCELLANEOUS INCOME                                               (227.56)                        (227.56)
    MISCELLANEOUS                     1,411.50        1,654.97       12,689.17       15,573.21       (2,884.04)
    SOFT DRINK INCOME                                    29.76                           81.84          (81.34)
    UTILITIES                                                                            60.03          (60.03)
    DAMAGE                               22.50                          618.02          118.00          500.02
    LATE CHARGES                      1,255.00        1,275.00        8,326.00        7,997.01          328.99
    NSF FEES                             57.34          100.00          660.00          391.37          268.63
    CREDIT CHECK                        925.00          825.00        3,550.00        7,567.67       (4,017.67)
                                    ----------      ----------    ------------    ------------      ----------
      TOTAL OTHER EDIT INCOME        20,469.71       13,744.89      132,099.56      114,914.57       17,184.99

          TOTAL RENTAL INCOME       221,206.67      192,017.31    1,614,360.27    1,334,171.55      280,188.72

OTHER INCOME
    REFUDED DEPOSITS                 (7,820.00)      (4,120.00)     (53,254.34)     (28,961.44)     (24,292.90)
    INTEREST INCOME                     118.33          127.94        1,146.23          633.83          514.40
    OTHER INCOME                                                                      9,600.00       (9,600.00)
                                    ----------      ----------    ------------    ------------      ----------
          TOTAL OTHER INCOME         (7,701.67)      (3,992.06)     (52,106.11)     (18,727.61)     (33,378.50)

                TOTAL INCOME        213,507.00      188,025.25    1,562,254.16    1,315,443.94      246,810.22
                                    ==========      ==========    ============    ============      ==========

TOTAL CONTROLLABLE EXPENSES
PAYROLL EXPENSES
    BONUS                             1,435.00                        8,708.10        3,683.00        5,025.10
    CLEANING PAYROLL                    882.08        2,460.36        9,957.85       15,695.96       (5,738.11)
    REPAIRS/MAINT. PAYROLI,           7,548.79        8,158.82       65,705.32       71,148.36       (5,443.54)
    MANAGERS SALARIES                 2,646.42        2,627.78       22,200.89       12,554.90        9,645.99
    OFFICE SALARIES                   3,206.01        3,192.34       29,936.79       24,764.73        5,172.06
    GROUNDS PAYROLL                                                                     237.75         (237.75)
    DECORATING PAYROLL                  840.60        1,800.09       11,524.35       20,755.52       (9,231.17)
    STATE COMP. INS.-PAYROLL          1,068.23        1,171.39        9,666.31       11,359.84       (1,693.53)
    PAYROLL-HOSPITAL INS              1,988.09        2,342.82       17,990.00       14,970.28        3,019.72
    PICA - PAYROLL TAX                1,127.57        1,236.49       10,203.31       10,801.90         (598.59)
    FUTA - PAYROLL TAX                  118.69          130.16        1,074.03          684.98          389.05
</TABLE>
<PAGE>

                                   CIRCLES APT
                                INCOME STATEMENT
                      FOR THE 8 Mos. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                      MONTH           MONTH           CURRENT          PRIOR         DOLLAR
    DESCRIPTION                       ACTUAL        PRIOR YEAR      YEAR TO DATE    YEAR TO DATE    VARIANCE
    -----------                     ----------      ----------      ------------    ------------   ----------
<S>                                 <C>             <C>             <C>             <C>            <C>       
   SDI TAX-PAYROLL-UNEMPLOY             148.37          162.70        1,342.54        3,146.54      (1,804.00)
                                    ----------      ----------      ----------      ----------     ----------
        PAYROLL EXPENSES             21,009.85       23,282.95      188,309.49      189,804.26      (1,494.77)

ADMINISTRATIVE EXPENSES
   PROMOTIONS                           (38.87)       1,590.65        1,438.44        1,749.44        (311.00)
   ADVERTISING                        1,074.61        1,529.90        7,458.99       10,914.24      (3,455.25)
   SIGNS, FLAGS, BANNERS                                569.76          139.94        1,443.89      (1,303.95)
   BROCHURES                                                            123.19                         123.19
   OFFICE SUPPLIES                      112.24        3,029.58        1,331.32        5,528.02      (4,196.70)
   FURNITURE RENTAL                     454.63          496.57        3,673.31        1,032.99       2,640.32
   COMPUTER EXPENSES                                                                    231.18        (231.18)
   LEGAL EXPENSES                       362.00          626.75        3,988.00        2,118.42       1,869.58
   MISCELLANEOUS                         62.85        2,401.86          912.55        8,778.60      (7,866.85)
   CREDIT CHECK EXPENSE                 756.87          864.32        3,183.97        4,789.32      (1,605.35)
   RANK CHARGES                          50.12          (92.00)         364.50          107.31         257.19
   PETTY CASE REIMB                                                                     359.79         359.79)
   POSTAGE                              135.30          234.76        1,139.85          833.92         305.93
   DUES & EDUCRIPTIONS                                                  (24.15)       1,028.92      (1,053.07)
   CONTRIBUTIONS                                       (950.01)
   LINCOLN FEE                        7,292.64        6,687.19       54,125.37       29,047.27      25,078.10
   RELOCATION EXPENSE                                  (446.83)                       1,548.32      (1,548.32)
   EMPLOYEE TRAINING                     87.60                          423.40          176.57         246.83
   OUTSIDE STATIONARY MISC              271.74          785.63        1,427.09        3,655.00      (2,227.91)
                                    ----------      ----------      ----------      ----------     ----------
        ADMINISTRATIVE EXPENSE       10,621.73       17,328.13       79,705.77       73,343.70       6,362.07

CONTRACT SERVICES
   SEC SUP/EXP-FIRE PROTECT           1,405.35        2,684.08       15,310.33       11,739.06       3,571.77
   EXTERMINATING CONTRACT               195.00          195.00        2,379.50        1,040.00       1,339.90
   CABLE T.V                          1,439.85        2,692.42       21,538.87       18,846.94       2,691.93
   GARDENING CONTRACT                 5,041.69        7,014.80       45,718.06       46,234.65        (516.59)
   DECORATING CONTRACT                                                                   37.96         (37.36)
                                    ----------      ----------      ----------      ----------     ----------
         CONTRACT SERVICES            8,081.89       12,586.30       84,947.66       77,898.61       7,049.05

UTILITY SERVICES
   TELEPHONE EXPENSE                    511.29          442.23        2,315.90        2,734.20        (418.20)
   TRASH REMOVAL                      3,979.65       10,477.84       48,036.80       55,371.41      (7,334.61)
   PGE--  HOUSE                       3,060.72        1,676.83       15,042.23       27,648.92     (12,606.69)
   GAS HOUSE                          7,458.66        4,424.86       30,329.55       13,459.39      16,870.16
   PFE APARTMENT METERS               4,446.71          287.34        6,612.92        3,454.92       3,158.00
   WATER                                130.73        3,950.83       21,884.63       21,736.45         148.18
   SEWER CHARGES                            --        3,443.79       27,464.68       27,731.42        (266.74)
                                    ----------      ----------      ----------      ----------     ----------
         UTILITY SERVICES            19,587.77       24,704.22      151,686.71      152,136.71        (450.00)
</TABLE>
<PAGE>

                                   CIRCLES APT
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996
<TABLE>
<CAPTION>
                                      MONTH           MONTH           CURRENT          PRIOR         DOLLAR
    DESCRIPTION                       ACTUAL        PRIOR YEAR      YEAR TO DATE    YEAR TO DATE    VARIANCE
    -----------                     ----------      ----------      ------------    ------------   ----------
<S>                                 <C>             <C>             <C>             <C>            <C>       
MAINTENANCE EXPENSES
   CARPET REPAIRS/MAINT               1,435.00          767.00        9,721.54        2,587.50       7,134.04
   CARPET REPLACEMENT                 7,084.91      112,175.89       33,165.60      196,942.61     (163,777.01)
   GROUNDS SUPPLY/REPLACEMENT                                                         4,864.54      (4,864.54)
   EQUIPMENT RENTAL                                                     345.31          835.82        (490.51)
   POOL SUPPLY/REPLACEMENT            1,173.92        1,095.40        6,600.28        6,409.61         190.67
   DECORATING SUPPLIES                2,576.87          904.87       17,222.94       28,291.38     (11,068.44)
   CLEANING SUPPLIES/SERV.            2,337.41          760.37        8,858.32       13,410.21      (4,551.89)
   EXTERMINATING SUPPLIES                                                               130.00        (130.00)
   BLDG MAINT SUPPLIES                4,396.10        9,846.12       24,659.54       63,163.17     (38,503.63)
   PLUMBING MAINTENANCE                 316.20        1,069.14       10,735.95        9,926.99         808.96
   APPLIANCE REPLACEMENT                376.36        1,168.90       10,772.78       18,010.78      (7,238.00)
   BLDG MAINT SVC/CONTRACT                            2,174.29        4,822.02       14,820.68      (9,998.66)
   ELECTRIC MAINTENANCE                 134.90          125.32        1,603.28        1,728.08        (124.80)
   MISCELLANEOUS MAINT. EXP               9.77                           39.62          127.38         (87.76)
                                    ----------      ----------      ----------      ----------     ----------
          MAINTENANCE EXPENSES       19,841.44       30,087.30      128,547.18      361,248.75     (232,701.57)

       CONTROLLABLE EXPENSES         79,142.73      107,988.90      633,196.81      854,432.03     (221,235.22)
                                    ----------      ----------      ----------      ----------     ----------

TOTAL UNCONTROLLABLE EXPENSES
   FIXED EXPENSES
     PROPERTY INSURANCE                                                 119.26          465.70        (346.44)
     PROPERTY TAXES                                                  69,601.74                      69,601.74
     LICENSES & PERMITS                                               4,177.26        4,020.40         156.86
                                    ----------      ----------      ----------      ----------     ----------
          FIXED EXPENSES                                             73,898.26        4,486.10      69,412.16

     NET OPERATING INCOME (NOI)     134,364.27       80,036.35      855,159.09      456,525.81     398,633.28
                                    ==========      ==========      ==========      ==========     ==========

   DEBT SERVICE
     INTEREST ON 1ST MORTGAGE        65,823.04       70,931.85      514,977.02      550,669.14     (35,692.12)
     PRINCIPAL-1ST MORTGAGE           6,380.00        5,830.00       51,040.00       46,640.00       4,400.00
     INTEREST EXPENSE                                                                24,927.87     (24,927.87)
                                    ----------      ----------      ----------      ----------     ----------

         DEBT SERVICE                72,203.04       76,761.85      566,017.02      622,237.01     (56,219.99)

       OPERATING CASH FLOW           62,161.23        3,274.50      289,142.07      (165,711.20)   454,853.27
                                    ==========      ==========      ==========      ==========     ==========

   NON OPERATING EXPENSES
     REFURBISHMENT & DEFERRAL         5,000.00        4,022.28        5,292.00       91,109.43     (85,817.43)
                                    ----------      ----------      ----------      ----------     ----------
         NON OPERATING EXPENSES       5,000.00        4,022.28        5,292.00       91,109.43     (85,817.43)

            PROFIT/LOSS              57,161.23         (747.78)     283,850.07      (256,820.63)   540,670.70
</TABLE>
<PAGE>

                                   NORTH PLAZA
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                      MONTH           MONTH           CURRENT          PRIOR         DOLLAR
    DESCRIPTION                       ACTUAL        PRIOR YEAR      YEAR TO DATE    YEAR TO DATE    VARIANCE
    -----------                     ----------      ----------      ------------    ------------   ----------
<S>                                 <C>             <C>             <C>             <C>            <C>       
   GROSS POTENTIAL INCOME                                                           237,222.67     (237,222.67)
   RENTAL INCOME VARIANCE                                                           (41,677.55)     41,677.55
                                    ----------      ----------      ----------      ----------     ----------
      NET CURRENT RENT               84,957.74       77,631.24      640,541.52      562,853.83      77,687.69

OTHER RENTAL INCOME
   SECURITY DEPOSITS                  1,280.00        3,738.31       17,100.00       17,372.31        (272.31)
   FORFEITED SECURITY DEPOSITS          791.67          182.58        4,382.63          917.17       3,465.46
   CHARGES TO TENANTS                   670.00          585.00        3,949.18        2,111.64       1,837.54
   MISCELLANEOUS INCOME                                                (392.20)                       (392.20)
   MISCELLANEOUS                        530.00          470.00        4,516.24        5,566.67      (1,050.43)
   UTILITIES                                            924.90        1,766.92        9,836.90      (8,069.98)
   DAMAGE                                                               385.00           19.62         365.38
   LATE CHARGES                         755.00          670.00        3,326.00        3,910.00        (584.00)
   NSF FEES                              40.00           10.00          240.00          248.13          (8.13)
   CREDIT CHECK                         225.00          250.00          900.00          930.00         (30.00)
   TRANSFER CHARGE                                                      135.00                         135.00
                                    ----------      ----------      ----------      ----------     ----------
       TOTAL OTHER RENT INCOME        4,291.67        6,830.79       36,308.77       40,912.44      (4,603.67)

          TOTAL RENTAL INCOME        89,249.41       84,462.03      676,850.29      603,766.27      73,084.02
                                    ----------      ----------      ----------      ----------     ----------

OTHER INCOME
   REFUNDED DEPOSITS                 (2,200.00)      (2,880.00)     (13,709.13)     (12,464.74)     (1,244.39)
   INTEREST INCOME                       42.48           58.31        2,402.15        1,783.78         618.37
   US BOND INTEREST INCOME                                           19,436.00       19,436.25          (0.25)
                                    ----------      ----------      ----------      ----------     ----------
          TOTAL OTHER INCOME         (2,157.52)      (2,821.69)       8,129.02        8,755.29        (626.27)

                TOTAL INCOME         87,091.89       81,640.34      684,979.31      612,521.56      72,457.75
                                    ==========      ==========      ==========      ==========     ==========

TOTAL CONTROLLABLE EXPENSES
PAYROLL EXPENSES
   BONUS                                560.00                        2,450.00           27.00       2,423.00
   CLEANING PAYROLL                     326.24          910.05        3,683.05        5,703.26      (2,020.21)
   REPAIRS/MAINT.PAYROLL              2,091.08        2,877.60       21,808.05       26,586.44      (4,778.39)
   MANAGERS SALARIES                    978.80          971.94        8,211.28        4,643.70       3,567.58
   OFFICE SALARIES                      736.76        1,180.75        7,467.68        8,526.25      (1,058.57)
   DECORATING PAYROLL                   310.90          665.81        4,262.40        7,888.42      (3,626.02)
   STATE COME. INS.-PAYROLL             314.38          423.16        3,080.40        4,071.70        (991.30)
   PAYROLL-HOSPITAL INS                 585.12          846.33        5,733.08        5,377.32         355.76
   FICA - PAYROLL TAX                   331.85          446.67        3,251.55        3,876.04        (624.49)
   FUTA - PAYROLL TAX                    34.93           47.02          342.27          411.04         (68.77)
   SDI TAX-PAYROLL-UNEMPLOY              43.66           56.77          427.84        1,331.46        (903.62)
                                    ----------      ----------      ----------      ----------     ----------
</TABLE>
<PAGE>

                                   NORTH PLAZA
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                      MONTH           MONTH           CURRENT          PRIOR         DOLLAR
    DESCRIPTION                       ACTUAL        PRIOR YEAR      YEAR TO DATE    YEAR TO DATE    VARIANCE
    -----------                     ----------      ----------      ------------    ------------   ----------
<S>                                 <C>             <C>             <C>             <C>            <C>       
        PAYROLL EXPENSES              6,313.72        8,428.10       60,717.60       68,442.63      (7,725.03)

ADMINISTRATIVE EXPENSES
   PROMOTIONS                            18.03          556.52          525.24          615.26         (90.02)
   ADVERTISING                          347.63          568.46        2,594.86        3,896.43      (1,301.57)
   SIGNS, FLAGS. BANNERS                                210.73           51.76          510.41        (458.65)
   BROCHURES                                                             46.20                          46.20
   OFFICE SUPPLIES                       85.98        1,117.02          511.84        1,773.06      (1,261.22)
   FURNITURE RENTAL                     168.14          183.66        1,358.58          382.07         976.51
   COMPUTER EXPENSES                                                                     58.71         (58.71)
   LEGAL EXPENSES                      (355.00)         324.12         (284.57)         797.97      (1,082.54)
   MISCELLANEOUS                         23.25          894.52          265.91        3,274.25      (3,008.34)
   CREDIT CHECK EXPENSE                 279.93          367.71        1,177.63          838.71         338.92
   BANK CHARGES                           8.00          (72.00)          94.24                          94.24
   PETTY CASH REIMB                                                                     133.07        (133.07)
   POSTAGE                                               87.46          366.43          308.95          57.48
   DUES & SUBCRIPTIONS                                                   (4.09)         426.96        (431.05)
   LINCOLN FEE                        3,101.53        2,830.89       23,824.13       13,324.32      10,499.81
   RELOCATION EXPENSE                                  (165.27)                         572.66        (572.66)
   EMPLOYEE TRAINING                                                    124.20          130.18          (5.98)
   OUTSIDE STATIONARY MISC              100.50          290.57          527.83        1,180.72        (652.89)
                                    ----------      ----------      ----------      ----------     ----------
          ADMINISTRATIVE EXPENSE      3,777.99        7,194.39       31,180.19       28,223.73       2,956.46

CONTRACT SERVICES
  SEC SUP/EXP-FIRE PROTECT            2,762.22          853.02        7,120.60        4,492.79       2,627.81
  EXTERMINATING CONTRACT                                 65.00          490.10          325.00         165.10
  CABLE T.V                           2,503.93        2,504.16       10,019.56        8,764.56       1,255.00
  GARDENING CONTRACT                  1,908.52        1,760.00        7,263.49        7,055.00         208.49
  DECORATING CONTRACT                                                                    14.04         (14.04)
                                    ----------      ----------      ----------      ----------     ----------
       CONTRACT SERVICES              7,174.67        5,182.18       24,893.75       20,651.39       4,242.36

UTILITY SERVICES
  TELEPHONE EXPENSE                     334.38          177.32          837.60        1,092.32        (254.72)
  TRASH REMOVAL                      (1,028.70)         520.24       15,944.75       15,511.42         433.33
  PGE - HOUSE                           486.64                        1,064.11          813.00         251.11
  GAS - HOUSE                            58.12           74.72          485.44          426.28          59.16
  PGE APARTMENT METERS                   37.47          131.13          689.79        1,332.26        (642.47)
 WATER                                1,756.49        1,597.86       12,079.48        9,759.59       2,319.89
  SEWER CHARGES                                       2,566.80       10,267.28       10,000.54         266.74
                                    ----------      ----------      ----------      ----------     ----------
          UTILITY SERVICES            1,644.40        5,068.07       41,368.45       38,935.41       2,433.04

MAINTENANCE EXPENSES
   CARPET REPAIRS/MAINT                 325.00          290.00        1,916.81        1,107.50         809.31
   CARPET REPLACEMENT                 1,708.00        7,426.38       23,989.10       47,642.15     (23,653.05)
</TABLE>
<PAGE>

                                   NORTH PLAZA
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                      MONTH           MONTH           CURRENT          PRIOR         DOLLAR
    DESCRIPTION                       ACTUAL        PRIOR YEAR      YEAR TO DATE    YEAR TO DATE    VARIANCE
    -----------                     ----------      ----------      ------------    ------------   ----------
<S>                                 <C>             <C>             <C>             <C>            <C>       
     GROUNDS SUPPLY/REPLACEMENT                                                         140.70        (140.70)
     EQUIPMENT RENTAL                                                   127.72          309.10        (181.38)
     POOL SUPPLY/REPLACEMENT            434.19          405.15        2,441.20        2,370.67          70.53
     DECORATING SUPPLIES              1,089.31        2,967.97        4,888.79        6,238.73      (1,349.94)
     CLEANING SUPPLIES/SERV.            359.18          246.10        2,804.54        4,686.73      (1,882.19)
     EXTERMINATING SUPPLIES                                                              75.00         (75.00)
     BLDG MAINT SUPPLIES              1,329.54        3,474.73        7,957.80       25,694.15     (17,736.35)
     PLUMBING MAINTENANCE               116.96          375.45        5,725.93        1,755.69       3,970.24
     APPLIANCE REPLACEMENT              433.64        1,168.90        3,095.34        5,189.39      (2,094.05)
     BLDG MAINT SVC/CONTRACT                            844.04        1,259.80        2,312.69      (1,052.89)
     ELECTRIC MAINTENANCE                48.44           46.34        1,386.66          451.14         935.52
     MISC. MAINT. EXPENSES                3.61                           14.65           47.12         (32.47)
                                    ----------      ----------      ----------      ----------     ----------
          MAINTENANCE EXPENSES        5,847.87       17,245.06       55,608.34       98,020.76     (42,412.42)

       CONTROLLABLE EXPENSES         24,758.65       43,117.80      213,761.33      254,273.92     (40,505.59)
                                    ----------      ----------      ----------      ----------     ----------

TOTAL UNCONTROLLABLE EXPENSES
FIXED EXPENSES
     PROPERTY INSURANCE                                                (207.17)         179.00        (386.17)
     PROPERTY TAXES                                                  34,678.23                       34,678.23
     LICENSES & PERMITS                                               1,564.74        1,643.60         (78.86)
                                    ----------      ----------      ----------      ----------     ----------
          FIXED EXPENSES                                             36,035.80        1,822.60      34,213.20

       NET OPERATING INCOME (NOI)    62,333.24       38,532.54      435,175.18      356,425.04      78,750.14
                                    ==========      ==========      ==========      ==========     ==========

    DEBT SERVICE
       INT. ON 1ST MORTGAGE                                         189,158.00      197,388.00      (8,230.00)
       INTEREST EXPENSE                                                                 260.39        (260.39)
       LOAN EXPENSES                                                  7,897.56        6,627.27       1,270.29
                                    ----------      ----------      ----------      ----------     ----------
           DEBT SERVICE                                             197,055.56      204,275.66      (7,220.10)

        OPERATING CASH FLOW          62,333.24       38,522.54      238,119.62      152,149.38      85,970.24
                                    ==========      ==========      ==========      ==========     ==========

   NON OPERATING EXPENSES
    REFURBISHMENT & DEFERRAL         (2,400.00)       1,245.99        8,946.00       11,849.28      (2,903.28)
                                    ----------      ----------      ----------      ----------     ----------
          NON OPERATING EXPENSES     (2,400.00)       1,245.99        8,946.00       11,849.28      (2,903.28)

              PROFIT/LOSS            64,733.24       37,216.55      229,173.62      140,300.10      88,873.52
                                    ==========      ==========      ==========      ==========     ==========
</TABLE>
<PAGE>

                                    CIRCLES
                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                      MONTH           MONTH           CURRENT          PRIOR         DOLLAR
    DESCRIPTION                       ACTUAL        PRIOR YEAR      YEAR TO DATE    YEAR TO DATE    VARIANCE
    -----------                     ----------      ----------      ------------    ------------   ----------
<S>                                 <C>             <C>             <C>             <C>            <C>       
   GROSS POTENTIAL INCOME                           188,446.76        564,883.00    2,275,985.86   (1,711,102.78)
   RENTAL INCOME VARIANCE                           (42,920.35)      (130,997.90)    (524,878.12)     385,880.22
                                    ----------      ----------      ------------    ------------    ------------
      NET CURRENT RENT              172,464.10      145,526.41      1,931,335.58    1,751,107.74      180,227.04
                                                                                                    
OTHER RENTAL INCOME                                                                                 
   SECURITY DEPOSITS                  5,457.17        5,829.00         78,390.00       66,849.03       11,540.97
   FORFEITED SECURITY DEPOSITS        3,586.30                         15,041.41                       15,041.41
   LAUNDRY INCOME                     1,335.45                         20,926.55       13,276.75        7,649.80
   CHARGES TO TENANTS                   982.33        1,130.00          9,395.14       17,780.51       (8,385.37)
   MISCELLANEOUS INCOME                 465.93                                                      
   MISCELLANEOUS                      1,649.16        2,047.58         22,428.04       26,729.38       (4,301.34)
   SOFT DRINK INCOME                                                      178.56          193.44          (14.88)
   PHONE INCOME                                                                             8.13           (8.13)
   UTILITIES                                             13.90             60.03           67.00           (6.97)
   DAMAGE                                                                 118.00        2,434.78       (2,316.78)
   LATE CHARGES                       1,055.00          745.32         12,482.01        6,513.02        5,968.99
   NSF FEES                             110.00          640.00            796.37        1,000.00         (203.63)
   CREDIT CHECK                         615.00          520.00          9,782.67        5,035.00        4,747.67
                                    ----------      ----------      ------------    ------------    ------------
     TOTAL OTHER RENT INCOME         15,256.34       10,925.88        169,598.78      139,887.04       29,711.74
                                                                                                    
         TOTAL RENTAL INCOME        187,720.44      156,452.29      2,100,934.36    1,890,994.78      209,939.58
                                    ----------      ----------      ------------    ------------    ------------
                                                                                                    
OTHER INCOME                                                                                        
   REFUNDED DEPOSITS                 (7,875.00)      (6,077.93)       (57,121.44)     (76,537.16)      19,415.72
   INTEREST INCOME                      398.47            0.50          1,983.70           58.00        1,925.78
   OTHER INCOME                                                         9,600.00                        9,600.00
                                    ----------      ----------      ------------    ------------    ------------
         TOTAL OTHER INCOME          (7,476.53)      (6,077.43)       (45,537.66)     (76,479.16)      30,941.50
                                                                                                    
              TOTAL INCOME          180,243.91      150,374.86      2,055,396.70    1,814,515.62      240,881.08
                                    ==========      ==========      ============    ============    ============
                                                                                                    
TOTAL CONTROLLABLE EXPENSES                                                                         
PAYROLL EXPENSES                                                                                    
   BONUS                                996.78        3,500.00          6,884.70        3,500.00        3.384,78
   CLEANING PAYROLL                   2,399.12        1,366.55         22,753.78       10,921.08       11,832.70
   REPAIRS/MAINT.PAYROLL             10,674.87        8,799.88        103,506.05       70,637.77       32,868.28
   MANAGERS SALARIES                  3.668,49                         24,124.85        6,686.49       17,438.36
   OFFICE SALARIES                    5,892.28        2,685.25         41,789.85       22,086.50       19,703.35
   GROUNDS PAYROLL                                       55.40            237.75        8,269.40       (8,031.65)
   DECORATING PAYROLL                 2,869.28        1,826.50         28,597.43       17,984.44       10,612.99
   STATE COMP. INS.-PAYROLL           1,784.05        1,756.23         16,563.54       13,755.45        2,808.09
   WORKERS COMP. MEDICAL                                                                  176.51         (176.51)
   PAYROLL-HOSPITAL INS               3,568.09          454.94         25,377.67        4,193.21       21,184.46
</TABLE>
<PAGE>

                                INCOME STATEMENT
                   FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                      MONTH           MONTH           CURRENT          PRIOR         DOLLAR
    DESCRIPTION                       ACTUAL        PRIOR YEAR      YEAR TO DATE    YEAR TO DATE    VARIANCE
    -----------                     ----------      ----------      ------------    ------------   ----------
<S>                                 <C>             <C>             <C>             <C>            <C>       
   FICA - PAYROLL TAX                 1,883.16          922.08       16,312.83       10,756.81       5,556.02
   FUTA - PAYROLL TAX                   198.23          387.33          934.26        1,149.92        (215.66)
   SDI TAX-PAYROLL-UNEMPLOY             247.78           58.45        4,436.68        5,110.72        (674.04)
                                    ----------      ----------      ----------      ----------     ----------
         PAYROLL EXPENSES            34,182.13       21,812.61      291,519.47      175,228.30     116,291.17

ADMINISTRATIVE EXPENSES
   PROMOTIONS                           390.53              --        3,180.39              --       3,180.39
   ADVERTISING                          848.93        2,230.57       20,163.33       16,471.70       3,691.63
   SIGNS, FLAGS, BANNERS                209.85              --        2,645.62              --       2,645.62
   OFFICE SUPPLIES                      647.42          879.65        7,011.14        2,199.52       4,811.62
   FURNITURE RENTAL                   1,095.81              --        4,190.12              --       4,190.12
   COMPUTER EXPENSES                        --              --          231.18              --         231.18
   LEGAL EXPENSES                        67.00              --        4,879.06        4,921.58         (42.52)
   MISCELLANEOUS                         97.32           60.43       11,926.41        1,009.78      10,916.63
   CREDIT CHECK EXPENSE                 292.00          166.25        5,958.99        2,252.66       3,706.33
   BANK CHARGES                          73.08            2.71          262.51          638.46        (375.95)
   PETTY CASH REIMB                         --              --          359.79        9,250.57      (8,890.78)
   POSTAGE                              469.26              --        1,246.66              --       1,249.66
   DUES & SUBCRIPTIONS                   20.99              --          672.73              --         672.73
   LINCOLN FEE                        6,024.13              --       54,655.91              --      54,655.91
   NSF CHECK                                --       (1,698.39)             --          311.61        (331.61)
   RELOCATION EXPENSE                       --              --        1,548.32              --       1,548.32
   EMPLOYEE TRAINING                     73.00              --          641.57              --         641.57
   OUTSIDE STATIONARY MISC               84.38              --        4,435.49          153.39       4,282.10
                                    ----------      ----------      ----------      ----------     ----------
          ADMINISTRATIVE EXPENSE     10,393.70        1,641.22      124,009.22       37,209.27      86,799.95

CONTRACT SERVICES
   SEC SUP/EXP-FIRE PROTECT           2,091.90              --       17,929.45        4,036.64      13,892.81
   EXTERMINATING CONTRACT                65.00                              --        2,210.00       2,210.00
   CABLE T.V,                         2,692.42        5,384.84       29,619.77       32,381.78      (2,762.01)
   GARDENING CONTRACT                 7,353.05        3,904.00       70,427.70       41,574.90      28,852.80
   WATER SOFTENER                        22.68
   DECORATING CONTRACT                      --       (4,088.00)          37.96              --          37.96
                                    ----------      ----------      ----------      ----------     ----------
          CONTRACT SERVICES          12,225.05        5,200.84      120,224.88       77,993.32      42,231.56

UTILITY SERVICES
    TELEPHONE EXPENSE                   143.57          145.09        4,016.85        2,017.92       1,998.93
    TRASH REMOVAL                     6,042.95        6,680.80       80,625.89       78,807.41       1,818.48
    POE - HOUSE                       2,015.50       11,847.69       35,155.66       64,228.17     (29,072.51)
    GAS - HOUSE                       5,021.20              --       30,755.97              --      30,755.97
    PGE APARTMENT METERS                256.78        1,020.83        4,715.79        5,770.50      (1,054.71)
    WATER                                   --        2,987.09       42,145.30       42,108.60          36.70
    SEWER CHARGES                           --              --       41,463.80       41,197.14         266.66
                                    ----------      ----------      ----------      ----------     ----------
</TABLE>
<PAGE>

                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                      MONTH           MONTH           CURRENT          PRIOR         DOLLAR
    DESCRIPTION                       ACTUAL        PRIOR YEAR      YEAR TO DATE    YEAR TO DATE    VARIANCE
    -----------                     ----------      ----------      ------------    ------------   ----------
<S>                                 <C>             <C>             <C>             <C>            <C>       
          UTILITY SERVICES           13,480.00       22,681.50      238,879.26      234,129.74       4,749.52

MAINTENANCE EXPENSES
    CARPET REPAIRS/MAINT              2,355.00          740.00        6,897.50        5,179.66       1,717.84
    CARPET REPLACEMENT                1,922.20        1,396.13      245,555.47       20,952.95     224,602.52
    GROUNDS SUPPLY/REPLACEMENT              --           29.17        7,509.54        5,161.29       2,348.25
    EQUIPMENT RENTAL                   (234.76)             --          952.90          136.48         816.42
    POOL SUPPLY/REPLACEMENT             617.95          338.66       10,017.09        2,726.69       7,290.40
    DECORATING SUPPLIES               1,455.68          693.94       33,307.69       14,904.33      18,403.36
    CLEANING SUPPLIES/SERV.             804.40          810.00       16,316.41       11,200.00       5,116.41
    EXTERMINATING SUPPLIES                  --              --          130.00        1,469.00      (1,339.00)
    BLDG MAINT SUPPLIES               6,991.48       15,812.28       87,484.91       73,123.12      14,361.79
    PLUMBING MAINTENANCE                252.41              --       15,113.29          964.64      14,148.65
    APPLIANCE REPLACEMENT               420.44              --       26,578.49        1,035.11      25,543.38
    BLDG MAINT SVC/CONTRACT            (668.57)    (162,794.96)      21,137.88        8,223.90      12,913.98
    ELECTRIC MAINTENANCE               (556.81)             --        4,343.91          647.87       3,696.04
    MISCELLANEOUS MAINT. EXP                --              --          127.38           46.09          81.29
                                    ----------      ----------      ----------      ----------     ----------
          MAINTENANCE EXPENSES       13,359.42     (142,974.78)     475,472.46      145,771.13     329,701.33

       CONTROLLABLE EXPENSES         83,640.30      (91,638.61)   1,250,105.29      670,331.76     579,773.53
                                    ----------      ----------      ----------      ----------     ----------

TOTAL UNCONTROLLABLE EXPENSES
FIXED EXPENSES
    PROPERTY INSURANCE                6,995.90       75,569.86       14,733.20      223,188.66    (208,455.46)
    PROPERTY TAXES                          --       80,027.74       69,601.74      160,055.48     (90,453.74)
    LICENSES & PERMITS                      --              --        4,020.40          306.60       3,713.80
                                    ----------      ----------      ----------      ----------     ----------
          FIXED EXPENSES              6,995.90      155,597.60       88,355.34      383,550.74    (295,195.40)

     NET OPERATING INCOME (NOI)      89,607.71       86,415.87      716,936.07      760,633.12     (43,697.05)
                                    ==========      ==========      ==========      ==========     ==========

   DEBT SERVICE
     INTEREST ON 1ST MORTGAGE        66,839.38       58,858.72      823,373.85      899,182.48     (75,808.63)
     PRINCIPAL-1ST MORTGAGE         (64,130.00)
     INTEREST EXPENSE                       --        5,492.95       24,927.87        5,492.95      19,434.92
                                    ----------      ----------      ----------      ----------     ----------
           DEBT SERVICE               2,709.18       64,351.67      848,301.72      904,675.43     (56,373.71)

        OPERATING CASH FLOW          86,898.53       22,064.20     (131,365.65)    (144,042.31)     12,676.66
                                    ==========      ==========      ==========      ==========     ==========

   NON OPERATING EXPENSES
   DEPRECIATION EXPENSE             487,309.00      486,916.00      487,309.00      486,916.00         393.00
   DEFERRED INT. AMORTIZ            127,999.22       21,333.32      127,999.22       33,395.58      94,603.64
   REFURBISHMENT & DEFERRAL          (1,294.08)     182,134.50      118,930.21      182,134.50     (63,204.29)
</TABLE>
<PAGE>

                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                      MONTH           MONTH           CURRENT          PRIOR         DOLLAR
    DESCRIPTION                       ACTUAL        PRIOR YEAR      YEAR TO DATE    YEAR TO DATE    VARIANCE
    -----------                     ----------      ----------      ------------    ------------   ----------
<S>                                 <C>             <C>             <C>             <C>            <C>       
    GROSS POTENTIAL INCOME                  --       79,023.71      237,222.67      946,726.11    (709,503.44)
    RENTAL INCOME VARIANCE                  --        5,882.48      (41,677.55)    (120,545.81)     78,868.26
                                    ----------      ----------      ----------      ----------     ----------
      NET CURRENT RENT               91,526.39       84,906.19      885,299.30      826,180.30      59,119.00

OTHER RENTAL INCOME
   SECURITY DEPOSITS                  3,125.00        2,850.00       27,382.31       31,436.35      (4,054.04)
   FORFEITED SECURITY DEPOSITS          729.16              --        4,578.56              --       4,578.56
   CHARGES TO TENANTS                 1,443.32        3,181.64        8,102.14              --      (4,920.50)
   MISCELLANEOUS INCOME                 196.10
   MISCELLANEOUS                        535.27        1,054.34        7,582.45       13,447.53      (5,865.08)
   UTILITIES                            592.43        1,076.47       12,478.84       11,654.77         824.07
   DAMAGE                                   --           39.14           19.62        1,132.11      (1,112.49)
   LATE CHARGES                         560.00          184.99        5,730.00        2,561.46       3,168.54
   NSF FEES                              80.00           21.73          348.13          199.23         148.90
   CREDIT CHECK                         183.84              --        1,813.00          140.00       1,673.00
                                    ----------      ----------      ----------      ----------     ----------
       TOTAL OTHER RENT INCOME        6,001.80        6,669.99       63,114.55       68,673.59      (5,559.04)

          TOTAL RENTAL INCOME        97,528.19       91,576.18      948,413.85      894,853.89      53,559.96
                                    ----------      ----------      ----------      ----------     ----------

OTHER INCOME
    REFUNDED DEPOSITS                (1,400.00)      (5,240.00)     (20,654.74)     (30,488.24)      9,833.50
    INTEREST INCOME                     560.21           45.68        2,528.84          509.84       2,019.00
    US BOND INTEREST INCOME            (564.88)        (343.74)      38,872.50       38,872.50
                                    ----------      ----------      ----------      ----------     ----------
           TOTAL OTHER INCOME        (1,404.67)      (5,538.06)      20,746.60        8,894.10      11,852.50

                TOTAL INCOME         96,123.52       86,038.12      969,160.45      903,747.99      65,412.46
                                    ==========      ==========      ==========      ==========     ==========

TOTAL CONTROLLABLE EXPENSES
PAYROLL EXPENSES
    BONUS                               560.00                              --        1,112.00       1,112.00
    CLEANING PAYROLL                    887.33          505.85        8,313.70        3,778.78       4,534.92
    REPAIRS/MAINT.PAYROLL             3,949.62        3,389.62       38,559.36       21,539.11      17,020.25
    MANAGERS SALARIES                 1,423.18              --        8,989.36        1,948.53       7,040.83
    OFFICE SALARIES                   1,497.84        1,000.25       14,141.68        7,281.00       6,860.68
    GROUNDS PAYROLL                         --              --              --        3,120.00      (3,120.00)
    DECORATING PAYROLL                1,061.22        1,553.50       10,788.84        8,965.60       1,823.24
    STATE COMP. INS-PAYROLL             629.41          625.73        5,945.19        4,674.20       1,270.99
    PAYROLL-HOSPITAL INS              1,258.84          168.26        9,124.35        1,550.84       7,573.51
    FICA - PAYROLL TAX                  664.38          384.07        5,853.63        3,576.41       2,277.22
    FUTA - PAYROLL TAX                   69.93          143.79          619.21          366.99         252.22
    501 TAX-PAYROLL-UNEMPLOY             87.42           21.70        1,591.68        1,500.32          91.36
                                    ----------      ----------      ----------      ----------     ----------
</TABLE>
<PAGE>

                                INCOME STATEMENT
                   FOR THE 12 MOS. ENDING DECEMBER 31, 1995 a

<TABLE>
<CAPTION>
                                      MONTH           MONTH           CURRENT          PRIOR         DOLLAR
    DESCRIPTION                       ACTUAL        PRIOR YEAR      YEAR TO DATE    YEAR TO DATE    VARIANCE
    -----------                     ----------      ----------      ------------    ------------   ----------
<S>                                 <C>             <C>             <C>             <C>            <C>       
        PAYROLL EXPENSES             12,089.17        7,792.77      105,039.00       58,301.78      46,737.22

ADMINISTRATIVE EXPENSES
   PROMOTIONS                           143.81                        1,141.28                       1,141.28
   ADVERTISING                          226.38          824.99        7,239.02        5,778.42       1,460.60
   SIGNS, FLAGS, BANNERS                101.25                          978.28                         978.28
   OFFICE SUPPLIES                      158.53          340.68        2,217.72          828.13       1,389.59
   FURNITURE RENTAL                     485.03                        1,629.50                       1,629.50
   COMPUTER EXPENSES                                                     58.71                          58.71
   LEGAL EXPENSES                      (427.50)                       1,398.22        1,321.70          76.52
   MISCELLANEOUS                         36.00           22.34        4,361.88          703.41       3,658.47
   CREDIT CHECK EXPENSE                 108.00          121.50        1,271.14          744.94         526.20
   BANK CHARGES                          24.00           47.00           (0.03)          47.03
   PETTY CASH REIMB                                                     133.07          731.21        (599.14)
   POSTAGE                              175.79                          445.27                         445.27
   DUES & SUBCRIPTIONS                    7.77                          295.23                         295.23
   LINCOLN FEE                        2,776.09                       24,575.73                      24,575.73
   NSF CHECK                                          1,069.61                        1,929.63      (1,929.63)
   RELOCATION EXPENSE                                                   572.66                         572.66
   EMPLOYEE TRAINING                     27.00                          265.18                         265.18
   OUTSIDE STATIONARY MISC               31.22                        1,469.41           56.73       1,412.68
                                    ----------      ----------      ----------      ----------     ----------
          ADMINISTRATIVE EXPENSE      3,873.37        2,379.12       48,099.30       12,094.14      36,005.16

CONTRACT SERVICES
   SEC SUP/EXP. FIRE PROTECT            923.73                        6,404.88        1,916.15       4,488.73
   EXTERMINATING CONTRACT                                               910.00                         910.00
   CABLE T.V                              0.30        3,968.17       13,776.33       16,546.88      (2,770.55)
   GARDENING CONTRACT                   860.60           65.00       10,465.60       14,440.09      (3,974.49)
   DECORATING CONTRACT                               (1,512.00)          14.04                          14.04
                                    ----------      ----------      ----------      ----------     ----------
          CONTRACT SERVICES           1,784.63        2,521.17       31,570.85       32,903.12      (1,332.27)

UTILITY SERVICES
   TELEPHONE EXPENSE                    105.38          131.74        1,488.33        1,266.83         221.50
   TRASH REMOVAL                      1,961.55        2,205.70       24,109.48       26,383.69      (2,274.21)
   POE - HOUSE                           88.81          506.72        1,566.59        2,111.06        (544.47)
   GAS - HOUSE                           74.85                        1,064.53                       1,064.53
   PGE APARTMENT METERS                  90.73          213.57        1,801.07        2,103.57        (302.50)
   WATER                                              1,205.67       17,580.07       15,947.90       1,632.17
   SEWER CHARGES                                                     15,134.14       15,400.80        (266.66)
                                    ----------      ----------      ----------      ----------     ----------
           UTILITY SERVICES           2,321.32        4,263.40       62,744.21       63,213.85        (469.64)

MAINTENANCE EXPENSES
    CARPET REPAIRS/MAINT                855.00          510.00        3,065.50        3,277.01        (211.51)
    CARPET REPLACEMENT                1,865.60          643.49       78,167.95        8,930.03      69,237.92
</TABLE>
<PAGE>

                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                      MONTH           MONTH           CURRENT          PRIOR         DOLLAR
    DESCRIPTION                       ACTUAL        PRIOR YEAR      YEAR TO DATE    YEAR TO DATE    VARIANCE
    -----------                     ----------      ----------      ------------    ------------   ----------
<S>                                 <C>             <C>             <C>             <C>            <C>       
   GROUNDS SUPPLY/REPLACEMENT                                           140.70        1,847.79       1,707.09)
   EQUIPMENT RENTAL                      (5.92)                         352.40           60.90         291.50
   POOL SUPPLY/REPLACEMENT              228.56          125.25        3,704.95          993.46       2,711.49
   DECORATING SUPPLIES                  628.41          491.29        8,184.33        7,514.49         669.84
   CLEANING SUPPLIES/SERV.              208.62          850.00        5,883.22        6,015.00        (131.78)
   EXTERMINATING SUPPLIES                                                75.00          290.00        (215.00)
   BLDG MAINT SUPPLIES                2,848.08        3,281.98       35,230.23       33,993.19       1,237.04
   PLUMBING MAINTENANCE                  93.35           84.00        2,868.71           84.00       2,784.71
   APPLIANCE REPLACEMENT                420.44                        6.692,80          382.85       6,309.95
   BLDG MAIN SVC/CONTRACT              (248.13)     (47,854.19)       6,224.03        4,029.06       2,194.97
   ELECTRIC MAINTENANCE                (170.09)                       2,061.01          113.92       1,947.09
   MISC. MAINT. EXPENSES                                                 47.12                          47.12
                                    ----------      ----------      ----------      ----------     ----------
           MAINTENANCE EXPENSES       6,724.12      (41,868.19)     152,697.95       67,531.70      85,166.25

       CONTROLLABLE EXPENSES         26,792.61      (24,911.72)     400,151.31      234,044.59     166,106.72

TOTAL UNCONTROLLABLE EXPENSES
 FIXED EXPENSES
    PROPERTY INSURANCE                2,631.68       38,310.65        5,442.36       38,476.65     (33,034.29)
    PROPERTY TAXES                                   37,850.83       34,678.23       75,701.66     (41,023.43)
    LICENSES & PERMITS                                                1,643.60          113.40       1,530.20
                                    ----------      ----------      ----------      ----------     ----------
          FIXED EXPENSES              2,631.68       76,161.48       41,764.19      114,291.71     (72,527.52)

     NET OPERATING INCOME (NOI)      66,699.23       34,788.36      527,244.95      555,411.69     (28,166.74)
                                    ==========      ==========      ==========      ==========     ==========

    DEBT SERVICE
      INT. ON 1ST MORTGAGE                                          394,776.35      407,041.00     (12,264.65)
      INTEREST EXPENSE                                                  260.39                         260.39
      LOAN EXPENSES                                                   6,627.27       13,337.62      (6,710.35)
                                    ----------      ----------      ----------      ----------     ----------
          DEBT SERVICE                                              401,664.01      420,378.62     (18,714.61)

        OPERATING CASH FLOW          66,699.23       34,788.36      125,580.94      135,033.07      (9,452.13)
                                    ==========      ==========      ==========      ==========     ==========

   NON OPERATING EXPENSES
     DEPRECIATION EXPENSE           201,798.00      201,798.00      201,798.00      201,798.00
     DEFERRED INT. AMORTIZ            7,292.01        7,292.16        7,292.01        7,292.16          (0.15)
     REFURBISHMENT & DEFERRAL        13,012.88       52,341.60       42,215.89       52,341.60     (10,125.71)
                                    ----------      ----------      ----------      ----------     ----------
          NON OPERATING EXPENSES    222,102.89      261,431.76      251,305.90      261,431.76     (10,125.86)

              PROFIT/LOSS          (155,403.66)    (226,643.40)    (125,724.96)    (126,398.69)        673.73
                                    ==========      ==========      ==========      ==========     ==========
</TABLE>
<PAGE>

                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                      MONTH           MONTH           CURRENT          PRIOR         DOLLAR
    DESCRIPTION                       ACTUAL        PRIOR YEAR      YEAR TO DATE    YEAR TO DATE    VARIANCE
    -----------                     ----------      ----------      ------------    ------------   ----------
<S>                                 <C>             <C>             <C>             <C>            <C>       
NON OPERATING EXPENSES              614,014.14      690,383.82      734,238.43      702,446.08      31,792.35
    PROFIT/LOSS                    (527,115.61)    (668,319.62)    (865,604.08)    (846,488.39)   (19,115.69)
                                    ==========      ==========      ==========      ==========     ==========
</TABLE>
<PAGE>

- --------------------------------------------------------------------------------
                     QUALIFICATIONS OF ROBERT SAIA, MAI, SRA
                        Calif. OREA Certificate #AG003191
- --------------------------------------------------------------------------------

EXPERIENCE

Independent real estate appraiser since 1981.

EDUCATION

Associate Arts Degree from West Valley College. Major in Real Estate.

Bachelor of Arts Degree in Economics from San Jose State University. Graduated
with distinction.

Graduate Studies in the Master of Business Administration Program at Golden Gate
University, San Francisco.

Advanced courses in appraisal taken at California State University, Hayward,
University of San Francisco and San Jose State University, through the Appraisal
Institute.

MEMBERSHIPS

Former Member of the Society of Real Estate Appraiser
 (SRPA designation)
Current Member of the Appraisal Institute, MAI #8841
Current Member of Admissions Committee Appraisal Institute
Board of Directors, South Bay Chapter Appraisal Institute 1993-95. National
admissions board member.

STATE CERTIFICATES AND LICENSES

State of California "Certified-General" Appraiser Certificate No. AG003191
State of California Real Estate License (non-active)
State of Nevada "Certified-General" Appraiser Certificate No. 00621

APPRAISAL ASSIGNMENTS

Some of the types of properties appraised in the past are outlined below:

Commercial: Retail stores, office buildings, service stations, vacant land,

Residential: Single family, multi-family, townhouse/condominium, vacant land,
      subdivision, apartments and mobile home parks.

Industrial: Vacant land, warehouses, research and development facilities,
industrial condominiums and manufacturing facilities, mini-storage warehouses,
food processing facilities, truck terminals.
<PAGE>

Special Use: Airport, carwash, landfill, right-of-way, easement valuation,
commercial nursery, and golf courses.

Lodging Facilities: Motels, hotels, inns, SRO, Recreational vehicle parks


CLIENTS
A brief partial list of past clients with whom Mr. Saia has worked with
includes:

American Savings Bank
County of Santa Clara
Comerica Bank
Bank of America NT&SA
First National Bank of Central California 
Bank of Salinas 
Home Savings of America 
Metropolitan Securities & Trust 
City of Monterey 
City of San Jose 
City of Palo Alto 
Imperial Thrift & Mortgage 
NationsBank 
Pacific Western Bank 
Bay View Federal Bank 
Wells Fargo Bank 
Phoenix Home Life



                                   DISCLAIMER

The appraisal report appearing below is addressed to NationsBank of Texas, N.A.
("NationsBank"). NationsBank does not represent that the presumptions or
conclusions in the appraisals are relevant or accurate and does not endorse the
conclusions set forth in the appraisal. Any value, presumption, or conclusion
regarding the property or properties appraised in the report must be verified
independently of NationsBank. This appraisal has not been approved by
NationsBank and is being transmitted without representation and warranty of
NationsBank.
<PAGE>

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

                                APPRAISAL REPORT
                                        
                             Laurel Tree Apartments
                               1185 Monroe Street
                            Salinas, California 93906
                                       and
                             Harding Park Townhomes
                                1019 Polk Street
                            Salinas, California 93906
                                        
                                        
                 Effective Date of Appraisal: September 28, 1996
                                        
                                        
                                 APPRAISED FOR:
                                        
                           NationsBank of Texas, N.A.
                           Real Estate Risk Assessment
                           901 Main Street, 51st Floor
                            Dallas, Texas 75202-3714
                                        
                                        
                                  APPRAISED BY:
                                        
                                        
                            ROBERT SAIA & ASSOCIATES
                                313 Avalon Avenue
                          Santa Cruz, California 95060

- --------------------------------------------------------------------------------
<PAGE>

                          ROBERT SAIA, MAI & ASSOCIATES
                        Property Appraisers & Consultants
- --------------------------------------------------------------------------------

September 28, 1996

Mr. Gary D. Long
Real Estate Risk Assessment
NationsBank of Texas, N.A.
901 Main Street, 51st Floor
Dallas, Texas 75202-3714

Dear Mr. Long:

As requested, Robert Saia & Associates has completed a market value "as is"
appraisal of both the 157-unit apartment complex known as "Laurel Tree
Apartments" located at 1185 Monroe Street and the 36-unit PUD development known
as "Harding Park Townhomes" located at 1019 Polk Street in Salinas, California.
Although the 36 units are designed and capable of being individually owned and
have separate assessor parcel numbers assigned by Monterey County, the PUD
process was not completed and therefore these units cannot be sold separately.
These units are valued simply as multi-family residential units. As instructed,
both the Laurel Tree Apartments and Harding Park Townhomes have been appraised
together as one complex (i.e., 193 units).

The property rights appraised are those of the leased fee interest. Many of the
units are on short-term leases (less than one year), thus there is no leasehold
or leased fee bonus values to consider. In other words, the fee simple and
leased fee values are the same.

The function of this appraisal is to aid in proper underwriting, loan
classification and/or disposition of the subject property in conjunction with a
pending multi-property portfolio purchase that includes the subject property.
The effective date of the appraisal is September 28, 1996, the first inspection
date of the property.

This report was prepared as a Complete Appraisal, Summary Report following
generally accepted and established appraisal practices that comply with the
Uniform Standards of Professional Appraisal Practice (USPAP) and also in
accordance with the NationsBank Appraisal/Evaluation Guidelines for Appraisers.
As instructed, the cost approach has been omitted. Although the cost approach
has very little relevancy in the appraisal of apartment complexes in this area,
its omission may be considered by some to invoke the Departure Provision.

The Limiting Conditions and Assumptions contained at the conclusion of this
report are a vital part of the appraisal. There are no extraordinary assumptions
that affects the appraisal.


    Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095
<PAGE>

Page 2
Mr. Gary Long

The market value estimate is based on an exposure time of four months. Based on
our analysis and investigation, as discussed in the attached summary appraisal
report, the Market Value "As Is" of the Laurel Tree Apartments and the Harding
Park Townhomes, as of September 28, 1996, is as follows:

- --------------------------------------------------------------------------------
                   EIGHT MILLION FIVE HUNDRED THOUSAND DOLLARS
                                   $8,500,000
- --------------------------------------------------------------------------------

The above is the value of the real estate only. Personal property value is
nominal, and plays no significant role in the operation of the apartments. If
you should have any questions, please contact our office.

Respectfully Submitted,


Robert Saia, MAI
OREA Cert. #AG003191 (exp. 12/7/96)


    Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095
<PAGE>

TABLE OF CONTENTS

Summary of Salient Facts ..................................................    1
Purpose of the Appraisal ..................................................    3
Function of the Report ....................................................    3
Valuation Date ............................................................    3
Property Right Appraised ..................................................    4
Location and Property Identification ......................................    4
Property History & Ownership ..............................................    4
Project Overview ..........................................................    4
The Extent of the Appraisal Process .......................................    5
Competency Statement ......................................................    7
Regional Description ......................................................    8
City of Salinas ...........................................................   19
Salinas Apartment Market ..................................................   22
Neighborhood Description ..................................................   23
Site Analysis .............................................................   24
Current Taxes & Assessments ...............................................   25
Improvement Description ...................................................   28
Highest and Best Use Analysis .............................................   30
The Appraisal Process .....................................................   33
Income Capitalization Approach ............................................   34
Sales Comparison Approach .................................................   54
Reconciliation of the Value Estimates .....................................   64
Marketing Period Estimate .................................................   65
Exposure Period Estimate ..................................................   65
Allocation of F,F&E .......................................................   66
Assumptions and Limiting Conditions .......................................   67
Certification of Appraisal ................................................   70

ADDENDA
Photographs of the Subject Property
Maps
Floor Plans
Apartment Building Sales Sheets
Rent Roll and Operating Statements
Qualifications


    Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095
<PAGE>

                            SUMMARY OF SALIENT FACTS
- --------------------------------------------------------------------------------

CLIENT:                       NationsBank

PROJECT NAME:                 Laurel Tree Apartments/Harding Park Townhomes

NO. OF UNITS:                 193-net rentable (36 units are in Harding Park)

ADDRESS:                      1185 Monroe Street & 1019 Polk Street, Salinas, CA

LOCATION:                     North Salinas

A.P.N.:                       261-591-008 & 003-534-023- 058 & 059-common area

THOMAS BROS. MAP:             T.B. 225 A-1 (Monterey County)

CENSUS TRACT NO.:             105.00

ZONING:                       R-H-2.3 (High Density Residential District)

RENT CONTROL:                 None (No pending)

HIGHEST & BEST USE:
     - As improved            existing apartments
     - As vacant              high density residential development

PROPERTY RIGHTS APPRAISED:    Leased Fee Interest

SALE HISTORY OVER
  PAST 5 YEARS:               None

CURRENT OWNERSHIP:            Betty 0. Thysen Trust

UTILITIES:                    Municipal services (water, electricity and sewer)
                              are available and connected.

LAND AREA:                    7.762 acres plus 36 PUD lots & common area

SITE DENSITY:                 20.23 units per net acre

FLOOD ZONE:                   Zone B per Panel #060202-0001 D (11/4/81)

TOTAL # RENTABLE UNITS        193; Laurel Tree Apartments = 157 and Harding Park
                              Townhomes = 36; a 1br/1ba unit in Laurel Tree is
                              used as the on-site property manager.

YEAR BUILT:                   1977/1984

NET RENTABLE BUILDING
  AREA (sf):                  80,862 + 41,292 = 122,154

COMMON AREA AMENITIES:        Security gated entrances, lawn areas, asphalt
                              drives, concrete walks; Laurel Tree Apartments has
                              one swimming pool, 1 Jacuzzi, 1 exercise room, 1
                              tennis court, & 1 laundry room. Harding Park
                              Townhomes has 1 playground area.

OCCUPANCY CHARACTERISTICS:
No. of Vacant Units:          0
No. of Pending Evictions:     0


Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095       1
<PAGE>

PROJECTED AVERAGE OCCUPANCY
  for the YEAR ENDING 1996:   96-97.0%

GROSS ACTUAL REVENUE
  as reported for 1995:       $1,223,817 (includes "other" income)

ACTUAL MONTHLY RENTAL INCOME
  as reported as of 9/28-96:  $107,520

STABILIZED NET INCOME EST.
as of APPRAISAL DATE:         $671,963

EST. EXPOSURE and
  MARKETING TIME:             2-6 months marketing/4 month exposure

CONDITIONS TO APPRAISAL:      No unusual conditions. Reference is made to
                              Assumptions & Limiting Conditions in Addenda

================================================================================

                        MARKET VALUE "as is":  $8,500,000
                  September 28, 1996 (4 month exposure period)

================================================================================


Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095       2
<PAGE>

PURPOSE OF THE APPRAISAL
- --------------------------------------------------------------------------------

The purpose of this appraisal is to estimate the market value "as is" of the fee
interest for the real estate only.

"Market Value," as used in this appraisal, is defined as "the most probable
price which a property should bring in a competitive and open market under all
conditions requisite to a fair sale, the buyer and seller, each acting prudently
and knowledgeably, and assuming the price is not affected by undue stimulus.
Implicit in this definition is the consummation of a sale as of a specified date
and the passing of title from seller to buyer under conditions whereby:

      o     Buyer and seller are typically motivated;

      o     Both parties are well informed or well advised, each acting in what
            he considers his own best interests;

      o     A reasonable time is allowed for exposure in the open market;

      o     Payment is made in terms of cash in U.S. dollars, or in terms of
            financial arrangement comparable thereto; and,

      o     The price represents the normal consideration for the property sold
            unaffected by special or creative financing or sale concessions
            granted by anyone associated with the sale."

      (*Source: Office of the Comptroller under 12 CFR, Part 34, Subpart
      Appraisals, 34.42 Definitions [f])

"Market value `as is'" means an estimate of the market value of a property in
the condition observed upon inspection and as it physically and legally exists
without hypothetical conditions, assumptions, or qualifications as of the date
of inspection."

FUNCTION OF THE APPRAISAL
- --------------------------------------------------------------------------------

The function of this appraisal is for the exclusive use of NationsBank, its
subsidiaries, and/or affiliates, for loan underwriting purposes in conjunction
with a portfolio purchase that includes this property. It may be used in
connection with the acquisition, disposition and financing of the sale of the
property.

VALUATION DATE
- --------------------------------------------------------------------------------

The date of valuation is September 28, 1996. This is the date of the last
property inspection.


Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095       3
<PAGE>

PROPERTY RIGHTS APPRAISED and DEFINED
- --------------------------------------------------------------------------------

The unencumbered fee simple estate of the property has been valued. This
ownership interest is defined as:

"Absolute Ownership Unencumbered by any other interest or estate; subject only
to the limitations of eminent domain, escheat, police power, and taxation".

Leases of seven to twelve months are considered short in duration and do not
create any favorable leaseholds by the tenants. Technically speaking, the leased
fee interest is being valued, although a percentage of the rental units are on a
month-to-month basis. Because of the nature of a short term lease, as well as a
strong correlation between contract and market rent, the value estimated for the
subject property is essentially reflective of the fee simple interest.

IDENTIFICATION and LOCATION OF SUBJECT PROPERTY
- --------------------------------------------------------------------------------

The subject property in this appraisal consists of both the Laurel Tree
Apartments and the Harding Park Townhomes, both of which are considered in the
North central section of the city of Salinas. "The Laurel Tree Apartments" are
located approximately one block south of West Laurel Drive and immediately east
of the U.S. 101 Freeway. The mailing address is 1185 Monroe Street, Salinas,
California, 93906. The Monterey County Assessor Parcel Number is 261-591-008.
The "Harding Park Townhomes" are located at a security gate entrance at Polk
Street just opposite Harding Street. The mailing address is 1019 Polk Street,
Salinas, California, 93906. The Monterey County Assessor Parcel Number consists
of 36 parcels from 003-534-023 to 003-534-058, plus 003-534-059. A legal
description is included in the preliminary title report which is made a part of
this appraisal.

PROPERTY HISTORY and OWNERSHIP
- --------------------------------------------------------------------------------

Title to the property is vested in:       Paul M. Thysen & Betty 0. Thysen Trust

The property has not transferred over the required reporting period. It is
currently in escrow as part of a multi property portfolio sale.

THE LAUREL TREE APARTMENTS & HARDING PARK TOWNHOMES-OVERVIEW
- --------------------------------------------------------------------------------

Laurel Tree Apartments is a 157-unit apartment complex located on a 7.762 acre
site configured in ten (10) 2-story buildings. An additional 1br/1ba unit is
presently occupied by the on-site manager. The Laurel Tree Apartments is located
directly south of the Laurel Inn Motel, which is located on a three acre site
fronting to West Laurel Drive. and directly across from 1165 Monroe Street, a
professional office center known as Laurel Park. Laurel Tree is accessed from
two asphalt driveway entrances wit security gates. The property was developed in
1977. There is a good mix of units in Laurel Tree represented by studios, lofts,
one bedroom, two bedroom, and three bedroom floorplans.


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There are 155 carport spaces and 99 open parking spaces. The Harding Park
Townhomes is a 36-unit planned unit development located immediately west of Polk
Street behind a security gated entrance opposite Harding Street. This is the
only access point. The project was completed in 1984. The PUD process, however,
was not completed and therefore the 36 units cannot be sold individually and
separately. Harding Park Townhomes has twenty (20) 2 bedroom floorplans and
sixteen (16) three bedroom floorplans. The project is physically separated by a
noise abatement wall from Freeway 101. There are ten (10) clusters of attached
units. There are 36 attached 1-car garage enclosures and 45 open parking spaces.

Amenities offered by the Laurel Tree Apartments include lawn-greenbelt areas,
one swimming pool, one Jacuzzi, one exercise room, one tennis courts, and one
laundry room. The Harding Park Townhomes have a children's playground are in the
northerly section of the development. Utilities provided by the landlord include
water, trash removal, sewer, and basic cable television.

Both the Laurel Tree Apartments and Harding Park Townhomes are served by a
manager's office located in Laurel Tree fronting to Monroe Street. The office is
a former one bedroom floorplan.

In conclusion, the overall exterior appearance of the subject property (both the
Laurel Tree Apartments and the Harding Park Townhomes) is considered above
average to good and reflective of other more recently constructed and competing
high density residential developments within the North Salinas area.

The reader is directed to the Improvement Description of this report for further
comments regarding the individual units and their respective interior
improvements.

THE EXTENT of THE APPRAISAL PROCESS
- --------------------------------------------------------------------------------

The extent of the appraisal process encompasses the necessary research and
analysis to prepare a report in accordance with the intended use, the Uniform
Standards of Professional Appraisal Practice as set forth by the Appraisal
Foundation, and the Standards of Professional Practice of the Appraisal
Institute.

With regard to the valuation of the subject property, the following steps were
involved:

      1.    The property was last inspected and photographed on September 28,
            1996. This date is considered the "effective date" of this
            appraisal.

      2.    The overall exterior sites (The Laurel Tree Apartments and Harding
            Park Townhomes) were personally inspected by the appraiser. The
            on-site office manager provided interior access to each of the
            various unit types within the developments. The appraiser was able


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            to physically measure a representative unit of each different
            floorplan. Management did indicate the existence of one (1) three
            bedroom floorplan only; interior access was not provided (in the
            case of Laurel Tree Apartments).

      3.    Regional, county, city, and neighborhood data were based on
            information taken from a variety of sources, including, but not
            limited to, City of Salinas Planning Department, Monterey County Tax
            Assessor's Office, City of Salinas Public Works Department, City of
            Salinas Building Department, the Association of Monterey Bay Area
            Governments, Salinas Chamber of Commerce, independent private
            studies, newspaper articles and my own files.

      4.    Research and investigation of current market conditions for
            apartment properties in the city of Salinas.

      5.    Interviews with brokers, appraisers, property owners and/or managers
            and lenders, as well as the relevant public agencies as described
            above.

      6.    The highest and best use was formed by information gathered in the
            previous steps.

      7.    After assembling and analyzing information defined in this extent of
            the appraisal process, final estimates of market value by each
            applicable valuation method were made.

      8.    And, finally, a single value estimate from within the concluded
            value by each approach was made. Greatest weight was given to those
            approaches felt to have the most influence on the purchasing
            decision.

Unless otherwise stated in the report, the existence of hazardous materials,
which may or may not be present on the property, was not observed by the
appraiser. The appraiser has no knowledge of the existence of such materials on
or in the property. The appraiser is not qualified, however, to detect such
substances. The presence of toxic or caustic substances or other potentially
hazardous materials may affect the value of the property. The value estimate is
predicated on the assumption that there are not such materials on or in the
property that would cause a loss in value. Any such findings which would
indicate otherwise could result in a decrease in value.


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COMPETENCY STATEMENT
- --------------------------------------------------------------------------------

In accordance with the competency provision in the USPAP, the appraiser
certifies that his education, experience and knowledge is sufficient to appraise
the type of property being valued (apartment complex) and that no appraiser has
provided significant professional assistance to the person inspecting the
subject property in the completion of the analysis other than those mentioned in
the Certification of Appraisal (see Addenda).

Robert Saia, MAI has appraised this property type in the past and has the
knowledge and experience necessary to complete this appraisal assignment. See
Appraiser's Qualifications in the Addenda for additional information.

The appraiser's analyses, opinions and conclusions were developed and this
report has been prepared in conformity with the Uniform Standards of
Professional Appraisal Practice (USPAP) Standards 1-3, and NationsBank appraisal
policy. This appraisal assignment was not based on a requested minimum
valuation, a specific valuation or the approval of a loan.

The Departure Provision in the USPAP was not utilized in the preparation of this
report.

The appraiser's compensation is not contingent upon the reporting of a
predetermined value or direction in value that favors the cause of the client,
the amount of the value estimated, the attainment of a stipulated result or the
occurrence of a subsequent event.

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


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REGIONAL ANALYSIS
- --------------------------------------------------------------------------------

Market value is affected by a number of externalities; e.g., geographic,
economic and environmental, governmental forces, utility, supply & demand and
effective purchasing power. Real estate is affected by externalities more than
any other economic good, service, or commodity. It is imperative that an
appraiser observe and analyze external influences in order to identify patterns
and trends, and how they relate to the subject property. Trends such as
population shifts, declining apartment occupancy rates, or increased housing
sales in an area are relevant in order to understand the real estate
marketplace. Thus the Regional Description & Analysis is important in this
appraisal because it establishes the basis for determining the highest & best
use of a property as well as information used in applying the three approaches
to value. The scope of this regional analysis relates to the type of property
being appraised, its complexity and the approaches used to estimate value.

Monterey County is located in a portion of California that is often referred to
as the "Central Coast," which encompasses the area known as the "Monterey
Peninsula." The county is oriented northwest to southwest, and runs parallel to
the Pacific Ocean. The county has a relatively long and narrow shape, with an
average of only 30 miles; elevations range from sea level to 5,844 feet atop
Junipero Sierra Peak, located 12 miles inland in the Santa Lucia Range.

Monterey County is bounded by the Pacific Ocean on the west, Santa Cruz County
to the north, San Luis Obispo county to the south, and San Benito, Kings and
Fresno counties to the east. The area is located approximately 125 miles south
of San Francisco and 350 miles north of Los Angeles. Approximately 105 miles of
California's 840 miles of coastline lie along the westerly boundary of Monterey
County.

On the whole, Monterey County has a rural orientation, with substantial tracts
of land devoted to agriculture and open space uses. The county encompasses 3,784
square miles, or approximately 2,127,400 acres of land area. An interesting
statistic is that nearly 27 percent of this total county area is government-
owned. Twenty-five percent is owned by the federal government with major
holdings such as Fort Hunter Liggett, Fort Ord, Los Padres National Forest and
Camp Roberts. The remaining two percent is controlled by the state and county.

Geographical location and features exhibit strong influences on the county's
climate. The Pacific Ocean is responsible for the county's Mediterranean
climate, characterized by year round moderate temperatures, cool, dry summers,
and short, rainy seasons. Pacific winter storms are blocked by the Santa Lucia
Range, allowing considerably less rain to fall on the Salinas Valley.
Temperature and rainfall have important implications for the county's two major
economic staples, agriculture and tourism. Mild temperatures allow for
exceptionally long growing seasons for farming. Rainfall patterns, while
following predictably dry weather, require reservoir and ground water storage to
meet year round irrigation needs.

Population

Approximately one half of the county's population lives within the seven
incorporated cities and adjoining unincorporated areas of the Monterey
Peninsula. The eight principal cities are


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Monterey, Marina, Seaside, Sand City, Del Rey Oaks, Pacific Grove, Carmel-by-the
Sea and Salinas. The incorporated areas consist of 31.5 square miles, or about
one percent of the county's total land area. The major factor for the high
population density of the Monterey Peninsula vis-a-vis the rest of the county,
is the unsurpassed natural beauty of the area -- especially the coastline and
beaches.

Based on the most recent U.S. Census (January 1, 1990), the population of
Monterey County grew by approximately 24 percent during the last decade. This
growth has helped push the county's total population up to approximately 382,547
in 1994. For reference, the county's growth rate over the preceding decade was
just under the state's overall gain of 26 percent. In the previous census period
(1970-1980) the county's total population grew 17 percent, from 247,450 to
290,444.

While county's growth has been strong, the level varies from area to area. As
shown below, the population of Salinas, the largest city and the county seat,
increased by 35.2 percent between 1980 - `90. The growth in Salinas constitutes
approximately 43 percent of the county's total population increase during that
period. In contrast, the population of the city of Monterey increased by a more
modest 16 percent over that census period. As shown, not all communities in the
county experienced tremendous population growth. Population growth was much
steadier in the cities of Seaside, Pacific Grove and Del Rey. In large part,
growth in these communities is limited due to a lack of developable land.

MONTEREY COUNTY: Population Growth 1980 - `90
(1990 U.S. Census)
- --------------------------------------------------------------------------------
City/Area                           1980        1990        Total No.   % Change
- ---------                           ----        ----        ---------   --------
Salinas                            80,479      108,777       28,248       +35.2%
Seaside                            36,567       38,901        2,334       +6.4%
Monterey                           27,558       31,954        4,396       +16.0%
Marina                             20,647       26,436        5,789       +28.0%
Pacific Grove                      15,755       16,117          362       +2.3%
King City                           5,495        7,634        2,139       +38.9%
Greenfield                          4,181        7,464        3,283       +78.5%
Soledad                             5,928        7,146        1,218       +20.5%
Gonzales                            2,891        4,660        1,769       +61.2%
Carmel-by-the-Sea                   4,707        4,239         (468)      -9.9%
Del Rey Oaks                        1,557        1,861          104       +6.7%
Unincorporated Areas               84,679      105,252       20,573       +24.3%
- --------------------------------------------------------------------------------

The most recent population estimates show that the population of Monterey
County, based on the January 1, 1995 estimates for California cities and
counties prepared by the State of California Department of Finance, was 382,547.
Recent trends show most of the increase occurring in the Salinas Valley cities
rather than on the Monterey Peninsula. For example, in 1993, the fastest growing
city in the county was Soledad (+6.1%), with nearby Greenfield (+5.3%) and Sand
City tying for second place. Population growth in Soledad is largely
attributable to an expansion of the state Correctional Facility and the
development of two large residential subdivisions. Greenfield's city manager
reported that population growth has been spurred by reasonable prices for single
family detached housing but that future growth is limited due to a lack of land.


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Based on projections by the State Finance Department, released in April 1993,
Monterey County is projected to post a 15.6 percent gain in population by the
year 2000 -- representing an increase to approximately 414,000 people. In
contrast, San Benito's population is projected to increase by 37 percent by the
year 2000; Santa Clara County's by 13.4%; 14.4% for Santa Cruz County; and,
21.6% statewide.

Below are the Finance Department's projections by county through the year 2030.

PROJECTED POPULATION GROWTH
(Calif. Dept. of Finance)
- --------------------------------------------------------------------------------
   County          1990         2000         2010          2020          2030
   ------          ----         ----         ----          ----          ----
Monterey          356,000       414,000      485,300       574,100       670,900
San Benito         37,000        50,700       66,500        83,200       100,900
Santa Clara     1,502,200     1,703,900    1,839,700     1,958,600     2,064,100
Santa Cruz        230,800       264,000      294,800       322,300       354,100
Statewide      29,976,000    36,444,000   42,406,000    48,977,000    56,100,000
- --------------------------------------------------------------------------------

Transportation

The major passenger transportation system in the county is via private
automobile. The freeway system consists of Highways 101, 1 and 183; and, State
Routes 156 and 68. Highway 101 runs north and south from San Francisco, along
the West Bay, and through San Jose toward Los Angeles. Highway 1, the Coast
Highway, runs north and south from the coastal region of San Francisco and
through Santa Cruz toward San Luis Obispo County. Highway 68, the Salinas-
Monterey Highway, intersects with Highway 1 and connects the Monterey Peninsula
with the Salinas Valley to the south and Highway 101 to the north. There are
1,300 miles of county roads and approximately 500 miles of city streets for a
total of 2,000 road miles in the county.

In Monterey County, AMTRAK provides rail passenger service, and the Southern
Pacific Transportation Company provides rail freight service. Salinas is the
only city in the county that now has rail passenger service. SPRR is the main
line between Los Angeles and San Francisco.

The Monterey Peninsula Airport provides air freight and passenger service in and
out of the county. Over the past 20 years, the airport has shown a moderate
growth pattern. In 1970, the number of passengers totaled 411,497. In
comparison, the number of passengers had grown to 523,040 by 1989 (+1.4% per
annum). Today, passenger service is provided by United, Wings West, Pacific
Coast Air and West Air. The cities of Salinas and King City both have municipal
airports. And with the closure of Fort Ord, Marina has discussed plans to
convert Fritzsche Army Airfield into its own municipal airport.

There are harbors at Monterey and Moss Landing (4 miles from the subject) which
have boating facilities with a reported 2,000 small crafts launching from its
ramps every month. Approximately 1,800 transient crafts visit the harbors
annually. Monterey Bay and Monterey harbor areas attract a significant portion
of the tourism industry that provides jobs and an economic base for the Monterey
Peninsula area and the county as a whole.


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Fort Ord and the Military Influence

With its various military installations located throughout the Monterey
Peninsula area, including control of approximately 27 percent of all of the land
in the county, the influence of the military on Monterey County has been
significant. This influence has had a considerable financial impact, including
military and civilian payrolls, local purchase and contracts, construction in
the area, as well as the increase in government aid to local schools due to the
military population in the area. The local housing market has also been
significantly effected by the presence of the military. This impact, however,
has been primarily on the apartment rental market in the communities of Marina
and Seaside. In addition, it has had some minor negative impact on mobile home
parks in the general area. Being approximately 20 miles northeast of Fort Ord,
impact from the base closure has been minimal and not measurable. Given that the
Ford Ord area is not in the immediate environs of the subject property, the
effect of the base closure on the Boronda Manor Apartments has not been minimal.

The closure of Fort Ord was the dominant economic news for the county during
1994. The closing was the single largest national closure to date, with most of
the base's 35,000 residents and $600 million payroll moving to other bases.
Currently, the base's 44 square miles of land is being administered by the Fort
Ord Reuse Authority. Local communities formed the Fort Ord Reuse Authority as an
advisory planning committee which under an agreement formed a Fort Ord Joint
Powers Agency (JPA). The JPA agreement gave voting membership to the cities of
Marina, Seaside, Sand City, Del Rey Oaks, Monterey, and Salinas and extended
non-voting status to Pacific Grove and Carmel. The county is also a voting
member. The premise of the JPA was to create a forum for discussing reuse
issues; to facilitate community involvement and to speed up the decision process
via a cohesive voting unit.

Initially, the base closure stirred dire predictions about the short-term impact
on the county. However, as the closure set in, the immediate economic impact was
much less severe than expected, and limited primarily to the adjacent
communities. Fort Ord was so large that much of the base was self-contained with
its own housing, stores, services, and restaurants.

The long-term prospects after closure are encouraging, assuming the base's land
can be opened to large scale private sector development. In fact, the first
major reuse of the base was the opening of the California State University-
Monterey Bay which opened its doors on August 28, 1995 to 633 students.

The state university at Fort Ord "is expected to grow substantially over the
years, attracting students, well paid employees, research dollars and private
businesses," according to the 1995 BT Commercial Real Overview published in
April 1995.

The Fort Ord complex was the largest military installation in the county with a
total of 28,057 acres - nearly the size of the city and county of San Francisco.
Approximately 22 percent of the base (6,250 acres) was developed with barracks,
housing, motor pools, administrative buildings, and various other support
facilities.


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Other military installations on the Monterey Peninsula include the Presidio of
Monterey, which is the home of the Defense Language Institute (foreign language
school for all branches of the armed forces); the United States Naval Post
Graduate School (NPGS), and the United States Coast Guard Station. The United
States Department of Interior maintains 304,035 acres in the Los Padres National
Forest and 164,503 acres along the Big Sur coast in the Ventana wilderness.

Fort Ord Reuse Plans

After more than six years of planning, the final version of the Fort Ord reuse
plan shows a closed military base converted to a huge community of new homes,
businesses, schools, parks, hotels and golf courses.

The four volume reuse plan, filed in public libraries in the area during the
first week of June 1996 by the Fort Ord Reuse Authority, has evolved from the
days when a 250 member community task force first saw the base as an educational
center.

Along the way, planners ruled out suggestions that Fort Ord might give way to a
"Disneyland in the dunes", an industrial center with 12 story high rises
sprinklered about, or an endless shopping center with no room for houses.

The more realistic, final plan, which the FORA board is expected to act on in
July includes market research, financing analyses, economic forecasts and
population projections.

Still, the numbers in the reuse plan are almost overwhelming:

- -Nearly 4,000 acres of land available for private owners, an area six times the
size of Carmel.

- -More than 13,000 new houses to be built, half as many as now exist in Salinas.

- -About 12 million square feet of industrial parks and office complexes, enough
to fill an area 20 times the size of Del Monte Shopping Center in Monterey.

- -More than 45,000 new jobs in those businesses, a third as many as now exist in
the entire county.

- -A new community of more than 71,000 people, twice as many as now live in
Monterey.

- -About 1,800 hotel rooms, three times as many as the Hyatt Regency in Monterey
and eight times as many as Embassy Suites in Seaside.

- -Development costs of $451 million over the next 20 years, as much money as it
takes to run the city of Pacific Grove for 50 years.

The plan shows development, including the 800 acre military enclave left behind
as the Presidio of Monterey Annex, the 1,300 acre California State University at
Monterey Bay (CSUMB), the 845


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acre Marina Municipal Airport and as many as seven golf courses, covering about
a third of the 44 square file base.

About 18 percent of the land at Fort Ord has been developed. Another 14 percent
is slated to be developed in the next 60 years, according to the reuse plan.

About two-thirds of the base is to be preserved in its natural state by the U.S.
Bureau of Land Management (BLM), the State Department of Parks and Recreation,
the University of California Natural Reserve System, the county, and the city of
Marina.

The environmental impact report for the reuse plan fills one of the volumes, a
327 page document, filed in early June as FORA's proposed final plan.

The environmental analysis doesn't have many specifics because a special state
law allows that at Fort Ord. The reuse plan, which has taken six years and many
political battles to achieve, is seen as a master sketch, with details and
designs to be filled in as individual development projects emerge.

Fort Ord's Impact on the Local Economy

It is extremely difficult to accurately ascertain the full impact that Fort
Ord's closure has had on the local economy because California was suffering
through a recession during the early part of the 1990's when the base was
closing. The recession has made it difficult to isolate how much of the impact
the close of Fort Ord has had on the economy. What has been evident is that
there was a short-term glut of rentals on the Monterey Peninsula. Surrounding
communities, especially Marina, Seaside and Sand City suffered the greatest
negative impact as the closure process evolved. Conversely, the prestigious
residential areas such as Pebble Beach, Carmel and the more upscale areas of
Monterey were not impacted by the closure. Similarly, the City of Salinas'
housing market was not adversely affected to a significant degree.

In the Salinas Valley the base closure has had little to no significant impact.
Rather, population growth and new development in the area of Salinas continued
to be most effected by issues such as the shortage of water and salt-water
intrusion. In general, the Salinas Valley could be described as being somewhat
of an isolated market area. As such, a Salinas Valley location became more
desirable, as investor's uncertainty associated with Fort Ord's closure was
primarily directed at investment properties located on the Monterey Peninsula.

Overall, a somewhat stagnant to moderate housing market appears to be the
continued status for the general area over the short term, although there are
signs that economic conditions are improving. This is especially the case in
nearby Santa Clara County ("Silicon Valley") where the housing and rental
markets have exploded due to strong job growth. Little investment activity
and/or new construction is anticipated in the communities adjoining Fort Ord, at
least until the major issues surrounding the redevelopment/reuse of the base are
resolved. As discussed, there are several issues surrounding the base closure
and its reuse which need to be resolved before the prevailing atmosphere of
uncertainty blanketing the local real estate market is cleared.


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Business / Industry

Monterey County, with a full-time civilian work force of approximately 172,000-
175,000 workers, has two major urban areas - Salinas and the Monterey Peninsula.
As shown on the following page, employment in Monterey County (not including
agriculture) is projected by the Employment Development Department (EDD) to
average 113,100 in 1996, which will be 2,400 jobs above the 1989 annual average.
At just +2.2 percent, this very small gain in jobs reflects EDD's assessment of
the impact of the Fort Ord closure.

Unemployment rates in Monterey County have been consistently higher than for
California as a whole. The seasonal nature of the county's economy accounts for
double-digit unemployment in the winter when agriculture, food processing, and
tourist-oriented industries are at a lull.

Agriculture

While the economy of Monterey County is diversified, agriculture is the county's
leading industry and the mainstay of the local economy. Agriculture provides
approximately 1/4 of the county's basic income. Almost 1/5 of California's top-
producing crop farms are located in Monterey County. With 86 farming operations,
the county ranks second in the state, behind Fresno County with 97 farming
operations. A farming operation is defined as a farm producing a crop with a
value in excess of $4 million. The county ranks third in the state in gross
dollar agricultural production, making it one of the top ten producing counties
in the nation. Monterey County has a total of 976,000 acres used exclusively for
agriculture and another 343,680 are combined agricultural and grazing land. The
county's highly productive agricultural land is often referred to as the "fog
belt" agricultural area of California. The long growing season in this area
makes it possible to grow as many as three crops annually.

Nationwide, the county leads in the production of lettuce, broccoli, artichokes,
cauliflower, mushrooms, and strawberries. According to the county's agricultural
commissioner, strawberries were the third-ranked cash crop in 1994, behind
broccoli and head lettuce.

Despite the damage done by the 1995 historic floods, the crop value for Monterey
County agriculture surpassed the $2 billion mark, after creeping toward the
milestone for several years.

The 1995 crop value, $2.03 billion, market a 4.8 percent increase over 1994.
Among the top 12 crops, the order in terms of dollar value remained almost
identical to that of 1994.

Besides breaking local production records, Monterey County surpassed Kern County
in 1995 to become the third in the state in gross dollar value of agriculture.
It was surpassed by only Fresno and Tulare counties. By the same measure,
Monterey County also is the largest vegetable producing county in the United
States. The crop value for the state of California stands at $20 billion.


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Assuming water for irrigation remains sufficient, employment in agriculture is
projected to increase as growers expand production of vegetables and labor-
intensive strawberry and nursery crops. But because of foreign competition, the
rate of growth will be slower through 1996 than over the past seven years.
Foreign demand for the county's produce remains strong, however. Additional
market growth is also expected as the pre-cut salad mix processing market is
rapidly expanding.

Agriculture continues to be effected by water availability. Even with above
normal rainfall in 1993 and 1996, the effects of years of drought have brought
to focus the water issue. At this time, the issue of sufficient water supply and
overdrafting (saltwater intrusion) are being addressed through water
conservation and other management practices which have included moratoriums on
new development. Other issues facing the agriculture industry include nitrates
leaching into groundwater and soil compaction.

Tourism/Convention Industry

Following agriculture, the health of the county's business and industry is tied
to the tourism/convention industry. According to the California Office of
Tourism, an estimated 5 million visitors spent $1.2 billion in 1991 in traveling
to Monterey County. That total represented about 2 percent of statewide travel
spending that totaled $54.1 billion.

As shown in the following table, Monterey County ranked ninth among the state's
counties in total travel dollars spent in 1991.

TRAVEL IMPACTS BY COUNTY
(Office of Tourism)

- --------------------------------------------------------------------------------
Travel Expenditures Payroll Employment Tax Receipts ($000)

  County             ($000)        ($000)       (Jobs)     Local    &   State
               
Los Angeles       $13,617,556    $3,316,350    154,734    $221,008    $391,987
San Francisco       5,777,445     1,524,457     63,236      99,816     133,011
Santa Clara         1,816,493       414,511     26,269      39,982      62,715
Alameda             1,502,588       353,077     19,663      25,024      46,024
San Mateo           1,496,321       363,301     18,626      26,209      41,447
Monterey            1,062,686       199,309     16,210      29,922      45,087
Sonoma                571,605       117,118      8,788       9,660      26,355
Santa Cruz            385,672        80,350      5,347       7,464      13,561
Napa                  321,794        37,972      5,078       7,023      13,489
San Benito             49,459         8,713        724         591       2,327
- --------------------------------------------------------------------------------

The Association of Monterey Bay Area Governments (AMBAG) estimates that 15
percent of total employment in the county and about 45 percent of all services
and trade employment in the county are supported by tourism. The Monterey County
Hospitality Association estimates that


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the industry is directly responsible for creating over 16,000 jobs locally with
a payroll of nearly $200 million. And including the estimated 10,000 indirect
jobs, the payroll increases to $322 million. By the Monterey County
Hospitality's estimates, the "trickle-down" effect of tourism puts the total
impact at $4 billion to $5 billion. Restaurants, hotels and inns, retail trade,
numerous publications, and a variety of other service-oriented businesses are
directly dependent on the tourist trade for their welfare.

Based on 1989 data, there was a total of 220 lodging facilities in Monterey
County consisting of 10,381 rooms. Because the majority of the tourism industry
is centered around the hotel and convention complexes, it has more of an impact
on the Monterey Peninsula area. The Monterey Peninsula area provides for a
plethora of recreational and cultural activities which in combination with the
natural scenic beauty create a tremendous attraction for tourism. The area has a
number of public beaches that cater to swimming and sunbathing as well as
surfing and scuba diving. In addition to the beaches, there is boating and
sailing as well as two yacht clubs servicing the Monterey Peninsula. The area
also boasts a number of parks and campgrounds, including the Los Padres National
Forest and State beaches and parks. Within these parks and reserves, there are
facilities for riding, hiking, hunting, and fishing. There is also the renown
Del Monte Forest area and its 17-Mile Drive; Cannery Row and Fisherman's Wharf;
as well as the Carmel-by-the-Sea and the ocean-front drives of the peninsula
communities.

The growth of the tourist industry is reflected in the continuous extension of
the visitor season. More and more small business meetings, conventions and
recreational events are now being held on a year-round basis. Although travelers
and visitors to the Monterey Peninsula area come from all over the world, the
primary points of origin are from within California, particularly within one
day's driving distance. Again, attractions such as the Monterey Bay Aquarium and
John Steinbeck's Cannery Row, as well as the Monterey Fisherman's Wharf,
continue to be prime sources of vacation and tourism attractions.

Paralleling the growth of the travel & lodging industry, was the development of
the Monterey Bay Aquarium. The aquarium was approved by the coastal commission
in 1978 and the 60,000 square foot facility was completed in 1985. The entire
cost of the $50 million aquarium was absorbed by the philanthropist/businessman
David Packard. The aquarium drew 2.227 million visitors in its first year and
has averaged approximately 1,730,000 annually through 1991 - making it the
single largest tourist attraction in the county. A substantial expansion to the
facility is now underway. Upon completion of the expansion, attendance is
expected to substantially increase.

Occupancy for hotels and motels often reach 100 percent during peak season on
the Monterey Peninsula. In fact, visitation patterns are being strongly affected
by the lack of available rooms. The major limiting factor to the growth of the
tourist industry in Monterey County in the future will be accommodations and
facilities. According to statistics provided by the Monterey Peninsula Chamber
of Commerce, the average occupancy rate has been approximately 65-75 percent,
although 1996 is turning out to exceed those numbers.

In an effort to further promote tourism, leaders in Monterey County's tourism
industry are beginning an ambitious campaign to market the area. The general
plan is to form an alliance


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among merchants, city officials and representatives of major events such as the
Monterey Jazz Festival and Sports Car Racing Association of the Monterey County.

The strategy for expanding tourism in the county is to spread out the times when
visitors come to the county and to advertise the attractions of the region,
rather than just Monterey, Pebble Beach or Carmel. Traditionally, the tourist
season peaks from Memorial Day to Labor Day. Additionally, the alliance would
like to also extend the average stay from two to three days in the county. To
that effect, tourists would be encouraged to spend time touring the Big Sur
Coast, wineries of Salinas and Carmel Valley, John Steinbeck's Salinas, and even
the lesser-known missions of San Antonio and Soledad.

The concept of "ecotourism" is also being promoted as a means of courting more
visitors to the county. Monterey County, by virtue of its fragile ecosystem,
scenic natural beauty and 20 years of "no growth" planning policy appears
ideally suited to this new industry. Because the future of Monterey County may
very well depend on its natural environment, "ecotourism" represents a mutual
interest of both business and environmentalists. Thus the adverse impacts of
increased traffic, use of precious water and growth of facilities geared to
tourists are sure to be carefully weighed as community leaders look towards
expanding the tourism industry in order to offset losses from the closure of
Fort Ord.

Monterey County's tourist season has traditionally run from Memorial Day to
Labor Day, but recent patterns of hotel occupancy and retail sales show that the
season starts and ends later.

The summer 1995 aquarium attendance was up 10% over 1994. In June and July 1995,
attendance was up 7 percent and 7.6 percent, respectively, over the same months
of last year. August was expected to experience increases of up to 5 percent,
according to Mr. Jim Hekkers, vice president of external affairs at the Monterey
Bay Aquarium.

Commercial Market

The county's office market caters primarily to small local service business,
while most regional and national companies are located on the Garden Road/Ryan
Ranch/Highway 68 corridor, drawn by newer buildings, attractive rents, better
parking ratios, and large contiguous spaces.

The industrial market is "tight" in Monterey County. Vacancies are minimal and
have continued to decline. Contiguous blocks of available space over 15,000
square feet are non existent. Most knowledgeable real estate brokers expect
rents to increase slightly over the next year. New development should be limited
because of minimal available industrial-zoned land.

The local retail market may seem crowded with large shopping complexes on the
drawing boards in Salinas and Sand City, but marketing reports and consultants
say there's room for more.


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Housing Market

Monterey County's real estate sales surged in April/May 1996 with total sales
coming in 67 percent higher than for the month last year. The increased activity
has promoted optimism about a recovering market. The median home price for the
county is approximately $300,000. This is up slightly over the past year.

Regional Description & Analysis - Conclusion

A survey of statistics on agriculture, home sales, retail sales and other
indicators shows that the Monterey County economy is proving wrong the dire
predictions made before Fort Ord closed down. For decades, farming and the
military were the area's two economic mainstays. Today agriculture remains
paramount, but other sectors are changing rapidly to fill the void created by
the base closure.

Jobs

While unemployment estimates remain seasonally high, county business have added
more than 6,000 new jobs in the past 12 months, mostly in agriculture and
service related fields, according to the State Employment Development
Department.

Construction

Although the county construction permits dropped by about 4 percent in 1995,
when compared to the year before, to about $319 million, single family dwelling
starts have bolstered this year's construction, which is about 20 percent ahead
of last year's rate. In addition, government projects are still underway,
including the $100 million Natividad Medical Center in Salinas. Completion is
expected in early 1997. Built around a courtyard, the new facility will offer
patients an array of outpatient services devoted to the needs of families, women
and children. Construction has started on the 680,000 square foot Westridge
Shopping Center in Salinas. It is expected that the Wall Mart Store will open in
February 1997.

Real Estate Sales

Although Monterey County is considered the second least affordable area in the
country, higher priced homes on the Peninsula are still attractive, particularly
to the people in the 45 to 54 age range.

Agriculture

Monterey's total crop ranks third in the state in total dollar value, behind
Fresno and Tulare counties. In terms of vegetable production, the county is the
largest in dollar value in the country. The county's crops amounted to 10
percent of the statewide crop total of $20 billion in 1995.

Tourism

The area's coastline, golf courses and resorts attract visitors from throughout
the world. In 1995, attendance at the Monterey Bay Aquarium was 1.6 million and,
with the opening of the Outer Bay wing in March, attendance is expected to go as
high as 2.2 million this year, according to aquarium officials.


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CITY OF SALINAS-COMMUNITY PROFILE

The City of Salinas, incorporated in 1874, is located eight miles inland from
the Monterey Bay, at the head of the Salinas Valley. The level fertile floor of
the valley tapers to a funnel just north of the City. The original King's
Highway, now called El Camino Real and/or Highway 101, traverses the approximate
center of the valley floor from the Prunedale area of rural north Monterey
County to King City to the south. Other cities located in the valley south of
Salinas includes Chular, Gonzales, Soledad, Greenfield, San Lucas, and San Ardo.
A map of the city appears in the Addenda.

Salinas has been recognized historically as the distribution center for
agricultural products from the Salinas Valley, one of the world's richest, most
fertile growing areas, with approximately 1,000 square miles of land. The
economic base of Salinas has always been agriculturally oriented; however,
during the past decade, rising property values have helped to make the city of
Salinas a bedroom community of the Monterey Peninsula.

Salinas has become the population growth center of the Monterey Bay region.
Recent projections show the city will continue to grow at an annual rate of 3
percent.

There are 100 manufacturing firms in Salinas. The leading group classes of
products are food, electronic components and electrical products. The largest
manufacturing firms in the community are: Simplot Corporation, 550 employees;
National Refractories, 419 employees; Integrated Device Technology, 360
employees; Radionics, 359 employees; and McCormick & Company, Inc. (Shilling),
350 employees.

The city has three distinct geographical business areas: South Salinas, East
Salinas, and North Salinas (where the Laurel Tree Apartments and the Harding
Park Townhomes are located).

South Salinas

"Old Town" is located south of West Market Street, along Main Street in south
Salinas. This area has many specialty retail stores, financial institutions and
restaurants. The City is actively pursuing the redevelopment of "Old Town."
Since 1974, $15 million in private investments, matched by $34 million in
publicly financed improvements, have been committed to this project. This
redevelopment has revitalized the area and has attracted many new commercial
tenants to this part of the city. This redevelopment is to include the Steinbeck
Plaza, which is anticipated to be a much-heralded showpiece of the city's
downtown district. It will consist of a mixed land-use project for the blighted
100 block of South Main Street and will include a five-story, 94 room hotel with
rooftop restaurant; a five story, 110,000 square foot office building with
conference rooms and retail shops; a four level parking garage; restaurants with
a total seating of 400; and a 33,000 square foot public plaza that will include
an amphitheater.

County and city government offices are located in the south Salinas area. This
part of the city is generally known as the financial center. It has the highest
concentration of larger office buildings. One of the largest tenants in south
Salinas is the County of Monterey and its support service


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agencies. Salinas is the county seat of Monterey County. As the county seat,
Salinas serves as the area's center for finance and agribusiness. It has
captured nearly 40 percent of the county's office development.

North Salinas

The north Salinas business district of the city is located along North Main
Street, south of Boronda Road and north of East Laurel Drive. The Northridge
Regional Shopping Center, with over 120 specialty shops, three savings and
loans, a bank, theater complex, and four major department stores, is located in
this area of the city. In 1985, Northridge concluded a four year expansion,
representing an investment of over $55 million. Convenience stores, financial
institutions and other neighborhood stores are also located along North Main
Street, which connects the north and south Salinas areas. Over the past five
years, with the development of Northridge Shopping Center, north Salinas has
become the retail center of the city. Office development in this part of the
city has generally been directed toward smaller buildings.

East Salinas

The East/Alisal area of Salinas is generally described as that part of the city
that is located east of Highway 101 and Natividad Road. The central commercial
district is located along East Alisal. Portales de Alisal, a three level mix of
retail shops and day care center, as well as medical and other professional
offices, are planned on approximately eight acres located in the 500 block of
East Alisal Street, in the Hebbron Heights neighborhood of the Alisal District.
Neighborhood retail shops, small professional office users and trades people
comprise the typical tenant profile in the east Salinas area.

Vacancy in this area is low. Very few spaces are for lease. New retail space has
leased very well as evidenced by the strong activity of a 19,600 square foot
retail/shopping center located at 45 Sanborn Road.

Population & Growth Percentage-City of Salinas vs. Monterey County

================================================================================
            Year              Monterey County     City of Salinas
================================================================================
            2000                   422,710             144,500
- --------------------------------------------------------------------------------
            1995                   370,996             122,390
- --------------------------------------------------------------------------------
            1990                   355,657             108,777
- --------------------------------------------------------------------------------
            1980                   289,861              80,479
- --------------------------------------------------------------------------------
            1970                   247,450              58,896
- --------------------------------------------------------------------------------

Monterey County-Employment by Industry

================================================================================
                               1992         1998 (projected)   Percent Change
================================================================================
      Agriculture             30,600            32,900               8%
      Services                28,300            32,000              13%
      Retail Trade            23,700            25,700               8%
      Government              27,900            26,300              -6%
      Manufacturing            8,900             9,800              10%


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      Finance, Insurance,      6,300             7,000              11%
      Real Estate                                          
      Transportation &         5,100             4,900              -4%
      Public Utilities                                     
      Wholesale Trade          5,000             5,100               2%
      Construction             3,900             4,200               8%
      Mining                     300               200             -33%

Local Economic Developments-City of Salinas

Early in 1996 the Salinas Valley Maximum Security Prison opened its new
operation with its expanded correctional facilities. The new facility added
nearly 700 new employees; an additional 800 new employees (the highest
percentage are correctional officers) have recently been added, and by the
beginning of 1997 an additional 450 new employees may be added. The recent
hirings have already impacted the local apartment housing market throughout
Salinas; interviews with numerous apartment managers have indicated that large
numbers of newly-leased units are to correctional officers working at the
Soledad State Correctional Facility; extremely limited housing within the city
of Soledad have heavily impacted the demand for rental units in Salinas,
considered only an approximate twenty (20) mile northerly commute from the
prison. Increases in the city's services, retail trades, manufacturing,
construction, and finance sector have resulted in a stronger demand for
affordable multi-family housing units. The current shortage of rental units has
been primarily the result of local economic activity. The expansion of the
Westridge Shopping Center, a 650,000 square foot retail center, is within one-
half mile of the subject property and includes a Wall Mart Store opening in
February, 1997; this will also increase housing demand in the North Salinas
area. Household Credit Corporation recently hired 200 new employees in 1996.

Residential Growth-City of Salinas

The Salinas Valley has long been an attractive area for homebuyers, especially
first-time buyers who are looking for an affordable home in Monterey County. The
average annual growth rate over the past 10 years was nearly 2 percent, and, as
a result of continuing developments throughout both Monterey County and Salinas
itself the rate should approximate 3 percent for the remaining few years to
2000.

Salinas has been moving forward with several new developments that will add
thousands of new people to the city by the time the next U.S. Census is taken in
the year 2000.

The Harden Ranch subdivision in North Salinas, for example, includes 1,683
single family homes, 719 multifamily units and an area for churches, schools and
a park. Creekbridge subdivision is a mix of new homes, including 1,000 single
family homes and 1,030 multifamily units. The Williams Ranch subdivision in East
Salinas was planned for 1,551 homes and 519 condominiums or apartment units.

If there are any restrictions to growth in Salinas it's the agricultural land
that surrounds the city. The city's master plan for growth forbids city
officials from considering new building projects to the south and west of the
city limits because that land is some of the richest, most productive


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farmland in California. "Slow" of "No-Growth" policies will limit Salinas'
development in the south and west portions of the city; therefore, future
developments will concentrate more heavily in North Salinas, in the vicinity of
the Laurel Tree Apartments the Harding Park Townhomes.

City of Salinas-Apartment Market Analysis

Below is a simple chart illustrating the structural and vacancy characteristics
estimated for the City of Salinas, as of September 28, 1996, the effective date
of this appraisal. From a total of 35,902 housing units within the city, 13,247
units are considered multi-family (2 or more units in a structure). This equates
to 36.9 percent. This estimate includes apartment units in plan check or
currently under construction.

                                All Housing Units

================================================================================
             1 unit      1 unit                                        Mobile
  Total     detached    attached   2-4 units  5-9 units   10+ units    homes
================================================================================
 35,902*     18,077      2,942       3,239      3,236       6,772      1,636
- --------------------------------------------------------------------------------

*     Information provided by the Monterey County Association of Realtors and
      Association of Monterey Bay Area Governments.

Utilizing the number of apartment units indicated above there currently exists
13,247 apartment units. Since the end of 1992, no apartment units have been
built until 1996; the overall number has remained relatively constant for a
number of years. Based on the current estimated population of Salinas of 122,390
and applying a 35% multifamily ratio provides for a total renter population of
approximately 42,837. Dividing the renter population by the average 3.21
household size (estimated by the Association of Monterey Bay Area Governments)
suggests that the City of Salinas would need 13,345 apartment units to
accommodate this demand. Comparing this to the current apartment inventory of
13,247, a deficiency of 98 units exists. If this analysis is accurate, then this
explains why the market as a whole is experiencing a very low to no vacancy rate
at this time as reported by various apartment building managers throughout North
Salinas, South Salinas, and East Salinas. Again, this is very consistent with my
findings based on interviews with on-site managers, property managers, brokers
and other appraisers.

The Salinas apartment market is very tight with many of the larger
professionally managed complexes reporting 98%-100% occupancy with a waiting
list. The market has tightened up because of several factors including the
recent expansion of the Soledad prison facility wherein they recently hired
approximately 1,200 employees. As previously indicated, Household Credit
Corporation recently hired 400 new employees and a host of other ancillary
businesses have been hiring in and around Salinas. Additionally, the population
has been growing at approximately 3,500 new residents per year. Much of this
growth is due to the migration from Santa Cruz, Los Angeles, and San Jose. Many
of these people are purchasing homes in the newly-developed master plan
communities and many are renting. According to many of the on-site property
managers renters are coming from as far as San Jose which is approximately 3/4
of an hour drive north. Rents are significantly higher in San Jose. Rents in
Salinas are estimated at between $250 and $500 below San Jose rents and
therefore is attracting tenants who view making the commute an attractive
alternative to paying higher rents.

Following are the results of a survey performed by this appraiser of ten (10)
apartment complexes within the City of Salinas as of the date of this appraisal.
The average apartment building size was


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146 units. The survey indicates the name of the complex, total number of units,
total number of vacant units, and total number of units "on notice".

                        Apartment Survey-City of Salinas
                               September 28, 1996

================================================================================
                                       Total No.     No. Vacant      Units
          Name                          Units          Units       On Notice
================================================================================
Cypress Creek Apartments                 288             0            12
- --------------------------------------------------------------------------------
Cypress Landing Apartments               112             0             0
- --------------------------------------------------------------------------------
Los Padres Apartments                    220             4             2
- --------------------------------------------------------------------------------
Mariner Village Apartments               176             1             3
- --------------------------------------------------------------------------------
Northridge Park Apartments               232             3             3
- --------------------------------------------------------------------------------
Kipling Manor Apartments                  92             0             0
- --------------------------------------------------------------------------------
Olive Tree Apartments                     34             1             0
- --------------------------------------------------------------------------------
Shadowbrook Apartments                    88             3             0
- --------------------------------------------------------------------------------
Sheridan Park Apartments                 116             0            10
- --------------------------------------------------------------------------------
Village Green Apartments                 104             0             4
- --------------------------------------------------------------------------------
             TOTALS                    1,462            12            34
- --------------------------------------------------------------------------------

This particular sample surveyed represents only 11.04 percent of the total
number of apartment rentals in the city of Salinas. Based on information from
the above respondents a vacancy rate of .8 percent was indicated. If one
includes the number of "units on notice" (tenants who plan to vacate within 30
days), the vacancy rate becomes 3.15 percent. Most of the tenants who have given
notices to vacate are considered "seasonal workers" engaged primarily in the
agricultural trades, according to property managers surveyed.

NEIGHBORHOOD DESCRIPTION AND ANALYSIS

The subject property is located in a north central section of the North Salinas
area of the city bounded by West Laurel Drive north, U.S. 101 Freeway west and
south and by N. Main Street to the east. The area as defined is nearly
triangular in shape and contains a total of approximately .25 square miles.

Immediate Neighborhood Environs

Three of the four (4) corners at the signalized intersection of N. Main Street
and West Laurel Drive in a neighborhood commercial zone are improved with
gasoline service stations: BP, Beacon and Shell Oil. Laurel Plaza office and
retail center occupies a fourth corner. Continuing in a westerly direction along
West Laurel Drive and moving towards the subject property a professional law
office building (1-story) is near Baldwin Street; The Reef Apartments occupy the
southwest corner of Parkside Street. Located at 801 W. Laurel Drive, and
immediately north of the Laurel Tree Apartments and at the freeway entrance to
the U.S. 101, is the Laurel Inn on a three acre site. The southeast corner of
Monroe Street at West Laurel Drive is improved with a Quick-Stop convenience
market and a Wash-Dry center. Referred to above in this report located directly
across the street from Laurel Tree Apartments is a professional office center
known as


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Laurel Park. Nearly fifty (50) percent of the "neighborhood" as defined is
improved with older, average quality detached single family California bungalows
dating to the 50's and 60's.

SITE ANALYSIS
- --------------------------------------------------------------------------------

General: Laurel Tree Apartments & Harding Park Townhomes

Based on a plat map furnished by our client (a copy is included in the Addenda),
the site for the Laurel Tree Apartments contains a total of 7.762 acres. A
survey of the site has not been made, and it is assumed that the Plat Map is
correct. The site, which includes one separate legal parcel, has an irregular
shape; please refer to the County Assessor's Plat Map on the following page. For
the Harding Park Townhomes, the site consists of all of lots 1 through 36
inclusive, and Lot "A", as shown on that certain subdivision map entitled, Tract
No. 887, Harding Park Townhouses with map recorded March 6, 1980 in Book No. 14,
"Cities and Towns", Page 22, Monterey County Records.

Topography and Drainage:

The topography of both of the sites is predominantly level to slightly rolling.
Drainage is believed to be adequate.

Access:

The Laurel Tree Apartments has two (2) different access driveways, both with
security gates and both fronting to Monroe Street only. The Harding Park
Townhomes, on the other hand, has only one access which is provided by a
security gated entrance from Polk Street just opposite Harding Street.

Utilities: All major utility services are available and connected to the
property. These utilities include sewer, water, electricity, cable television,
and telephone services. Sewer service is provided by the Monterey Regional Water
Pollution Agency. The capacity of the sewer plant is 30 million gallons per day.
Water is provided by the Alco Water Service and California Water Service
Company. For both water companies combined, the maximum daily pumping capacity
is 45,383,680 gallons per day. Quantity rates are $.7091 per 100 cubic feet.
Natural gas and electric power are provided by Pacific Gas & Electric (PG&E).
Local telephone service is provided by Pacific Bell. The City of Salinas
Department of Public Works has adopted a master plan of storm drains. Charges
are assessed on all on-site costs, plus off-site fees.

Site Hazards:

The subject property is located in a designated FEMA Zone "B", according to
Community Panel Map Number # 060202-0002 D, dated November 4, 1981. The "B"
designation does not require flood insurance.


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Earthquake Fault Zone

The property is not located in any known earthquake fault zones. However, the
region is subject to periodic earthquake tremors. We know of no particular
reason why the site would be at a greater risk than other area properties.

Rent Control:

Monterey County does not have rent control. The county does have an
"inclusionary housing" program that provides for affordable "low-income"
housing. Low and moderate housing assistance is available through a variety of
programs offered by the Housing Authority of Monterey County, the City of
Salinas and CHISPA, a non-profit housing developer. Apartment complexes for low-
income families, the elderly, handicapped and farm-labor families are located
throughout Salinas. The city has established a Housing Trust Fund to help
increase the supply of affordable rental units as well as opportunities for home
ownership.

Contamination/Toxics:

We have inspected the property with the due diligence expected of a professional
real estate appraiser. It is important to note, however, that the appraiser(s)
are not qualified to detect hazardous waste and/or toxic materials. Such a
determination would require investigation by a qualified expert in the field of
environmental assessment. To our knowledge, there are no potentially hazardous
materials that would affect the valuation and/or marketability of the property
as of the date of valuation.

The appraised value of both the Laurel Tree Apartments and the Harding Park
Townhomes is specifically predicated on the assumption that there are no
hazardous materials on or in the property that would cause a loss in value.

Easements and Restrictions:

Normal public utility easements are assumed that are not considered to adversely
affect marketability.

Site Analysis Conclusion

In summary, the Laurel Tree Apartments complex has a site consisting of 7.762
acres on one parcel improved with 157 rentable units. All utilities are
available, including sewer service, electricity, gas, telephone and cable
television. The site lies in Flood Zone "B" (no flood insurance required). Zone
"B" is typical of the neighborhood. The Harding Park Townhomes is appraised as a
multi-family residential development consisting of 36 rentable units within a
planned unit development.

TAXES AND ASSESSMENT ANALYSIS

In the State of California, property is enrolled at 100% percent of market
value, as determined by the Assessor upon transfer of ownership or significant
new construction. The maximum tax rate cannot exceed one percent of the enrolled
value, plus general and/or special assessment bonds and fees approved by the
voters.


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The Monterey County Assessor Parcel Number for the Laurel Tree Apartments is
261-591-008. The assessed value allocated between land and improvements, for
the tax year 1996-97, is as follows:

            Land:                                         $  433,893

            Improvements:                                 $2,690,170

            Personal Property:                            $   76,100

            Total Assessed Value                          $3,200,163

The Monterey County Assessor Parcel Number for the Harding Park Townhomes is
003-534-023 to 003-534-058 and 003-534-059 (common area). Each of the
individual 36 units are identically assessed with an allocation between land and
improvements, for the tax year 1996-97, as follows:

            Land:                                            $ 8,205

            Improvements:                                    $40,206

            Personal Property:                                 $ -0-

            Total Assessed Value:                            $48,411

For the Laurel Tree Apartments, real estate taxes for the 1996-97 tax year are
$33,319.36. Direct assessments of $1,172.16 are included. For the Harding Park
Townhomes, real estate taxes for the 1996-97 tax year (including all 36 units)
is $18,712.80. Direct assessments of $602.28 are included. The tax rate for both
properties is 1.004660 percent per $100 of full cash value. Direct assessments
are imposed by the North County Water Regional Agency (.004660) is added, of
course, to the one (1) percent base tax rate as specified by Proposition 13 for
California. There are no special assessment bonds, according to the Monterey
County Tax Collector Department. Both installments have not been paid for 1996-
97. The reader should refer to the preliminary title insurance report for
specific amounts of any unpaid previous tax installments. The first installment
for 1996-97 is due November 10, 1996. The tax rate area for both the Laurel Tree
Apartments and the Harding Park Townhomes is 005-022.

Re-assessment of Laurel Tree Apartments & Harding Park Townhomes: Proposition 13

The current tax amounts for the 1996-97 tax year will not remain the same
beginning on July 1, 1197. According to Proposition 13 for California, the
subject property will be re-assessed, most likely based on the new sale price or
market value at time of sale. The assessments will be based on full cash value
using a tax rate per $100 of full cash value. The passage of Proposition 13
establishes a maximum property tax of one percent of full cash value. The


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mandated one percent (1%) property tax level converts to a $1.00 base tax rate.
The additional rate imposed by the Water Regional Agency will be added to the
$1.00 base rate.

ZONING DESCRIPTION AND ANALYSIS

The Laurel Tree Apartments and the Harding Park Townhomes are currently under
the zoning designation of R-H-2.3 by the City of Salinas. This zoning
designation specifically refers to a high density residential district. Section
37-44 addresses specific purposes of the particular district's regulations. They
are as follows:

(1) To provide appropriately located areas for high density multiple family
dwelling units consistent with the General Plan and with standards of public
health and safety established by the Salinas Municipal Code.

(2) To provide adequate light, air, privacy, and open space for each dwelling
unit and protect residents from the harmful effects of excessive noise,
population, density, traffic congestion and other adverse environmental impacts.

(3) To promote development of affordable housing by providing a density bonus
for projects in which a portion of the dwellings are affordable to qualifying
households.

(4) To achieve design compatibility through the use of site development
standards.

(5) To protect adjoining low density residential districts from excessive noise
or loss of sun, light, quiet, and privacy resulting from proximity to
multifamily dwellings.

(6) To provide sites for public and semipublic land uses needed to complement
residential development or requiring a residential environment.

(7) To ensure the provision of public services and facilities needed to
accommodate planned population densities.

For a comprehensive list of all property development regulations under the R-H-
2.3 Zoning District the reader may refer to the Addenda of this report.

Parking Requirements-On-site

Division 18-Off-Street Parking and Loading Regulations of the City of Salinas
Municipal Code lists all use classifications. For multifamily residential
complexes containing over ten (10) units, the off-street parking and loading
requirement is 1.6 spaces per unit.

The Laurel Tree Apartments has 158 carport spaces and 99 open spaces for a
combined total of 257 spaces. Harding Park Townhomes has 36 garaged spaces and
45 open spaces for a combined total of 81 spaces. It appears that the subject
property meets all applicable city zoning, building and parking requirements.


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IMPROVEMENT DESCRIPTION AND ANALYSIS

The Laurel Tree Apartments were constructed in 1977 and contain a total of ten
(10) two-story buildings configured on a 7.762 acre site. There are a total of
158 rentable units in five (5) floorplans; one unit is used as the office
manager for the complex. The unit is a 1br/1ba floorplan. The net rentable
building area is 80,862 square feet. There is also a large separate laundry
room. The Laurel Tree Apartments are considered Class D Building(s) Construction
Type V (wood frame) of the Uniform Building Code. Class D buildings are
characterized by combustible construction. The exterior walls are made up of
closely spaced wood studs with an exterior stucco-masonry covering. The roof is
supported by a wood truss system with a concrete slab floor on 1st floor area.
The upper floor (2nd story) consists of plywood sheets. Also, the subject is in
a class of construction referred to as protected one-hour construction.

The Harding Park Townhomes were constructed in 1984 and contain a total of ten
(10) buildings located on a planned unit development with a common area
consisting essentially of asphalt paved driveways and parking areas plus a
children's playground area located at the northern-most section of the
development. There is a masonry noise abatement wall separating the site from
U.S. 101 Freeway to the immediate west of the development. There are a total of
36 rentable units in two (2) floorplans. The two bedroom floorplans are
constructed on one level only. The total net rentable building area is 41,292
square feet. All units contain interior washer/dryer areas that are located in
the attached 1-car garages. The Harding Park Townhomes are attached and are
considered Class D Building(s) Construction Type V (wood frame) of the Uniform
Building Code. Class D buildings are characterized by combustible construction.
The exterior walls are made up of closely spaced wood studs with an exterior
wood siding, in this case. The roof is supported by a wood truss system with a
concrete slab floor on first floor area. The upper floor (2nd story) consists of
plywood sheets. Also, the Plaza Apartments is in a class of construction
referred to as protected one-hour construction.

Unit Mix-Laurel Tree Apartments

================================================================================
               TYPE                     UNITS                AREA (sf)
================================================================================
              STUDIO                      48                     399
- --------------------------------------------------------------------------------
              LOFT                        60                     520
- --------------------------------------------------------------------------------
              1BR/1BA                     24                     542
- --------------------------------------------------------------------------------
              2BR/1BA                     24                     700
- --------------------------------------------------------------------------------
              3BR-2BA                      1                     702
- --------------------------------------------------------------------------------
              TOTAL                      157                  80,862
- --------------------------------------------------------------------------------
                                                
Interior Improvements: Laurel Tree Apartments

Floor coverings consist of wall to wall carpeting over concrete slab in lower
levels and over plywood subfloor in upper levels. Vinyl flooring is in kitchens
and bathrooms.  Gas heating is included. The kitchens have Formica countertops,
free-standing gas range and ovens, garbage


Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095      28
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disposals, stainless steel sinks and dishwashers. Each of the ten (10) buildings
are served with individual hot water heaters. Bathrooms are improved with tile
wainscoting and cultured marble vanities. Overall condition is considered good.
Many of the units have recently been upgraded with new carpeting and interior
painting.

Unit Mix-Harding Park Townhomes

================================================================================
               TYPE                     UNITS                AREA (sf)
================================================================================
            2BR-1BA                       20                     975
- --------------------------------------------------------------------------------
            3BR-2.5BA                     16                   1,362
- --------------------------------------------------------------------------------
            TOTAL                         36                  41,292
- --------------------------------------------------------------------------------

Note: Information regarding the individual unit sizes was made available by
drawings of floorplans provided to the appraiser by Lincoln Management Company.
The appraiser was provided access to representative floorplans of each
particular unit and has verified the accuracy of the floorplan and gross living
area, for both the Laurel Tree Apartments and the Harding Park Townhomes. The
inspected units are considered representative of the complex. It is assumed that
the condition of the interior units are similar with some variation.

Interior Improvements: Harding Park Townhomes

Tile floor entry areas over concrete slab are typical. All of the units have
brick fireplaces with tile hearths. Floor coverings consist of wall to wall
carpeting over concrete slab in lower levels and over plywood subfloor in upper
levels. Vinyl flooring is in kitchens and bathrooms. There is central forced air
gas heating. Built-in electric range and ovens, Formica counters, fan and hood
combinations, garbage disposals, and dishwashers are typical kitchen amenities.
There are areas located within attached garages for washer/dryer. There are also
enclosed patio yards with sliding glass door access from living rooms. Recent
upgrading has taken place with new exterior painting and installation of mini-
blinds. The overall condition is good.

Effective Age: Laurel Tree Apartments & Harding Park Townhomes

The actual age of the Laurel Tree Apartments complex is 19 years. An average
quality Class D apartment project is estimated to have a total economic life of
fifty (50) years. This is based primarily on the performance of many comparable
properties built in the 1940's and 1950's still in existence in Monterey County
and capable of attracting tenants due to upgrading and above-average
maintenance. In addition, the Marshall and Swift Cost Valuation Service provides
reasonable support for an estimated total economic life expectancy of fifty (50)
years. Because the Laurel Tree Apartments has undergone substantial recent
upgrading under the current management to date it is the appraiser's opinion
that an estimated overall effective age of twelve (12) years is considered
reasonable and supportable. The actual age of the Harding Park Townhomes is 12
years. The Harding Park Townhomes is also considered representative of average
quality Class D apartment projects. Due to the recent complete exterior painting
and above-average maintenance and continual upgrading and


Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095      29
<PAGE>

replacing of appliances, for example, it is my opinion that an effective age for
this development is estimated at 10 years.

Remaining Economic Life: The remaining economic life of the Laurel Tree
Apartments is estimated at 38 years, although it certainly could be longer or
even shorter. This estimate is made by deducting the effective age of 12 years
from total economic life of 50 years. Also, the remaining economic life of the
Harding Park Townhomes is 40 years, based on a total economic life of 50 years.

External Obsolescence

Because some of the apartment units located in both the Laurel Tree Apartments
and the Harding Park Townhomes are in relative close proximity to U.S. 101
Freeway, the Lincoln Property Management was consulted as to any adverse effects
that these rental units may have experienced in attracting and maintaining
tenants over a reasonable period of time. No significant problems have occurred
in renting any of the few units that are located close to the freeway, which is
separated by a 12' noise abatement wall and adequate distance setbacks. There is
no difference in rental rates (i.e. rent loss) between apartment units located
in close proximity to the freeway and from interior sections of the
developments.

HIGHEST AND BEST USE ANALYSIS

Definition

Highest and best use, as used in this appraisal, is defined as that reasonable
and probable use that will support the highest present value, as defined, as of
the effective date of the appraisal, September 28, 1996. Alternatively, that
use, from among reasonably probable and legal alternative uses, found to be
physically possible, appropriately supported, financially feasible, which
results in highest land value.

The above definition of the "Highest and Best Use" is in reference to land that
is unimproved. In cases of improved land, a determination of the contributory
value of the improvements to the land must be made. The improvements found on a
site may be of inappropriate use, but will continue until the land value exceeds
the total value of the property in its existing use.

Discussion

Our opinion of the highest and best use of the subject land parcel will be
supported based upon our analysis of the four tests outlined below:

      1.    Legally Permissible Use. This type of use is legal and conforms to
            the zoning assigned to property, as well as to the City's planning
            goals.

      2.    Physically Possible Use. The shape, size, and available utilities
            are adequate to serve this use.


Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095      30
<PAGE>

      3.    Financially Feasible Use. Population and immediate income statistics
            support the feasibility of the highest and best use based upon the
            quantity, quality, and distribution of the income and its
            prospective users.

      4.    Maximally Possible Use. An analysis of which possible legal uses
            will produce a net return and/or create value to the site.

All three standard appraisal approaches to value are affected by the highest and
best use. Therefore, valuation is highly dependent upon the conclusions set
forth by this analysis.

Physically Possible

Section 37-46 of the City of Salinas Municipal Code specifies a minimum lot size
of 7,200 square feet in a R-H-2.3 high density residential district. The Laurel
Tree Apartments has a site size of 338,113 0 square feet. A minimum of 1,800
square feet is required for each unit, according to Section 37-46 of the
Regulations. Based on this requirement, therefore, the site is physically
capable of being developed with the current apartment improvements. This same
analysis is also applicable to the Harding Park Townhomes planned unit
development.

Legally Permissible

The subject is zoned and general plan designated to allow high density
residential uses. As existing, the subject is a legal and conforming use. Both
the Laurel Tree Apartments and Harding Park Townhomes are legally permissible
under the current zoning regulations.

Financially Feasible In evaluating the most reasonable and probable use of the
vacant site, we considered the demographics of the surrounding area, land use
patterns, local market supply and demand, general market conditions, and the
physical characteristics of the property itself.  The most feasible and
marketable use for the subject site(s) appears to be for apartment use, given
the present shortage of rental housing in Salinas, which is a result of the
local economy and current growth of Salinas. Rapid changes in market conditions
which were previously discussed in the Neighborhood and City Sections indicate
apartment and multi-family housing as the most reasonably probable use of the
subject property.

Maximally Possible Use

The final of the four tests in the highest and best use analysis is the use that
maximizes the land value by providing the highest return. This test must be
considered sequentially with the prior three tests; it makes no difference that
the most probable highest value is a apartment complex, for example, if the
zoning does not permit this use.  The most profitable use is a multi-family or
apartment use. This is largely based on the fact that the current improvements
are apartments and are configured on the sites as such. At the present time, the
City of Salinas Planning Department recognizes through its general plan the R-H-
2.3 high density residential district of the subject's neighborhood in North
Salinas and is aware of the changing market conditions and rental shortage that
exists in the City of Salinas.  There is virtually no availability of vacant
land in South Salinas for apartment use, for example, since that area is


Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095      31
<PAGE>

primarily designated as agricultural land. The City is encouraging the future
development of high density residential land in the North Salinas section of the
city.

Highest and Best Use Conclusion - As Improved

In conclusion, the highest and best use of the Laurel Tree Apartments, as
improved, is apartment use.

In conclusion, the highest and best use of the Harding Park Townhomes, as
improved, considering its planned unit development configuration, common area,
and individual tax parcels as recognized by Monterey County, is most likely a
sale of all 36 units at market values under the assumption, of course, that the
individual units could be sold separately. For purposes of this appraisal,
however, the Harding Park Townhomes are considered as multi-residential units,
since there is no evidence that the PUD process has been completed as of the
appraisal date, September 28, 1996.

Highest and Best Use Conclusion - As Vacant

In conclusion, the highest and best use as vacant is a multi-family or
apartment-type use.


Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095      32
<PAGE>

THE APPRAISAL PROCESS
- --------------------------------------------------------------------------------

The estimation of a real property's market value involves a systematic process
in which the appraisal problem is defined and the data required is gathered,
analyzed and interpreted into an estimate of value. Traditionally, three methods
of valuation have been used in appraising: the Cost, Sales or Market Comparison
and Income Approaches.

In the Cost Approach, the value of the site is first estimated by comparing it
to similar sites that have recently sold or are currently offered for sale.
Replacement cost new of the improvements is determined by reference to actual
costs of similarly constructed properties. Depreciation from all sources is then
deducted from the replacement cost new of the improvements to arrive at the
present value. The depreciated value of the improvements is added to the
estimated land value to arrive at the total value by the cost approach. In this
appraisal, however, NationsBank has requested that the cost approach be omitted
from this appraisal assignment. The cost approach has been determined to have
little to no significant applicability in the valuation of 10 to 30 year-old
multi-family properties due largely to the subjectivity involved with estimating
depreciation in older properties. Moreover, cost and value are oftentimes not
the same.

The Sales Comparison Approach involves comparison of the subject to similar
properties that have recently sold or that are offered for sale. These sales are
reviewed for differences from the subject in the date of sale, location of the
site, physical characteristics and other factors. The comparable properties are
then adjusted to formulate a value range for the property being appraised.

The third of the three valuation techniques is the Income Capitalization
Approach. This approach involves estimating net operating income, and
discounting this income to a present worth through the capitalization process.
For most income-producing properties, including apartments and multi-family
properties, this is the better valuation technique.


Robert Saia & Associates 313 Avalon Avenue Santa Cruz, CA (408) 458-9095      33
<PAGE>

INCOME CAPITALIZATION APPROACH
- --------------------------------------------------------------------------------

The first and primary approach applied to the valuation of the subject is the
income capitalization method. This technique involves conversion of future
anticipated income into an estimate of present value by the capitalization
process. This procedure involves three steps as indicated below:

      1.    Estimate gross income from available rental information and the
            subject's operating history;

      2.    Estimate and deduct vacancy and collection loss allowance and
            operating expenses to derive net operating income; and,

      3.    Select an applicable capitalization method or methods, develop the
            appropriate capitalization rate, and complete the necessary
            computations to derive an economic value indicated by the income
            capitalization approach.

Required Information

Documents that are helpful to better estimate value under the Income Approach
include the following:

      o     Income/Expense statements

      o     Personal Financial Statements of Owner (if applicable)

      o     Rent Roll

      o     Lease Agreements

      o     Other (service agreements)

Income and expense statements. Operating statements provided by management over
the past year and eight months are included in the Addenda.

Personal Financial Statements. The owner's personal financial statements are not
required to appraise the property, but can be helpful under certain
circumstances. While market value intrinsically assumes transfer to a willing
and knowledgeable buyer at market price, financial statements of the owner often
provides insight into the current management quality and style of the property.
An undercapitalized owner, for example, may not be able to institute correction
of deferred maintenance that will enhance livability. As such, occupancy and
rates may suffer from inadequate level of maintenance, which results in loss of
reputation. Financial statements of the subject ownership have not been
reviewed. However, based on conversations with management and the overall good
maintenance level and high occupancy of the property, it can logically be
assumed that ownership is capable of operating the property in a strong
professional manner. Based on conversations with management, and inspections of
other properties owned by Thysen and managed by Lincoln Property Residential,
the subject has been operated in a professional manner and there appears to be
no operational problems at this time.

Rent Roll: A roll of the current tenants have been provided by management as of
September 28, 1996. As of the inspection date, seven units were unoccupied, but
five of these have been leased


                                                                              34
<PAGE>

to new occupants who have yet to move in (i.e., 1.03% vacancy). There is no
vacancy in the Harding Park Condominiums.

Lease Agreements: A copy of the standard 2-page residential rental agreements
have been reviewed, and have been included in the Addenda. All tenants are on
short-term 7, 8 and 9 month leases. The rental agreements are typical of others
used in the marketplace. Utilities, except for water, trash and basic cable are
paid for the tenant. There is a late charge of $30 if management elects to
accept rent after the third of the month, and a $20 returned check fee. No pets
are allowed without written consent. Use of the premises shall be for a private
residence only. No more than three persons shall occupy a one bedroom unit; no
more than 5 are allowed in a two bedroom. Occupancy limits are strongly
enforced. First month and security deposits are collected prior to the tenant
moving in.

Capital Improvements: Capital expenditures over the past two years have also
been reviewed and/or discussed with the property manager. Improvements to the
property over the past year and half include exterior paint (entire complex),
new landscaping, new appliances and carpets in most units.

Occupancy trends: In addition to the above, occupancy trends of the complex have
been reviewed. Since Lincoln Property took over as managers, occupancy has been
increasing. Increased occupancy has also been due to an improving rental market.
The new management has also qualified tenants better which have resulted in less
turnover and less evictions. There are no rental specials at this time.

Other:  According to management, the laundry machines are owned by the service
company.

Subject Asking Rents

As of September 28, 1996, the following monthly rents (all unfurnished) were
being charged at the subject complex:

                             LAUREL TREE APARTMENTS

 26         Studios           399sf      $450             $1.13/sf   $11,700
 22         Studios           399sf      $495             $1.24/sf   $10,890
 60         1Br/loft          520sf      $540             $1.04/sf   $32,400
 24         1Br/1ba           542sf      $560             $1.03/sf   $13,440
 24         2Br/1ba           700sf      $675             $0.96/sf   $16,200
  1         3Br/1ba           702sf      $800             $1.14/sf   $   800
                                         ----             --------   -------
157                                      $544/avg. unit   $1.05/sf   $85,430


                             HARDING PARK TOWNHOUSES

 20         2Br/1ba           975sf      $775                $0.79   $15,500
 16         3Br/2.5ba       1,362sf      $895                $0.65   $14,320
 --                         -------      ----             --------   -------
 36                                      $828/unit           $0.72   $29,820
                                                                           
TOTAL 193                                $597/unit                  $115,250
                                                                    --------

                                                                              35
<PAGE>

Note: There may be some size variances in LaurelTree complex; only a few
representative units could be measured. The "market" or asking rents at Harding
Park are clearly below market potential.

All rents include water, trash removal and basic cable. Tenants pay their own
gas and electric (Pacific Gas & Electric Company), telephone, and premium cable
channels. To qualify, prospective tenants must have three times the monthly
rental rate and a positive credit report and previous rental history. There is a
$25 application fee (includes credit report). The application fee is
non-reimbursable.

The above price list was set in September 1996. Management periodically surveys
other complexes in the area in order to maintain market rental levels.

As can be noted on the rent roll in the Addenda, some of the subject apartment
units are already at the new "market" price levels. Those units with leases
expiring will be moved to the new rates. At this time, there is a difference of
approximately 2+/- percent between the market and actual rents (i.e., actual
rents lag about 2 percent below market). However, it appears that the "market"
rents in the Harding Park project are below potential, as based on our rental
survey.

Rent Survey and Analysis

In order to determine whether the subject rentals are at or within a market
rental range, a survey of competing complexes was made. This analysis involved a
comparison of amenities and facilities offered by competitive projects with
those offered by the subject.

The competing complexes considered most helpful in estimating the subject
economic or market rental level are summarized on the following pages.


                                                                              36
<PAGE>

                            RENT COMPARABLE NUMBER 1

Name:                    CYPRESS CREEK

Location:                162 Casentini Street, Salinas

Age/Type:                9 years old/ two-story garden design - 288 units

- --------------------------------------------------------------------------------
                           Type           Rent           SF        Rent/SF
                           ----           ----           --        -------
Monthly Rent:            1BR/1BA =      $725-750         750       $0.97-1.00

                         2BR/2BA =      $925-950       1,000       $0.925-0.95
- --------------------------------------------------------------------------------

Utilities included
  in Rent:               water and trash

Recreational Amenities:  Tennis, heated pool, sauna, racquetball, spa, w/d
                         hookups, laundry rooms

Vacancy:                 0% (some units will become available in next few weeks)

Comments:                Nine year old project; good tenant appeal. Located off
N. Main Street. Close to shopping, schools, freeway. Deposit=$300/400. $25 per
month extra with lease (either 6 or 9 months). Pet deposit of $400 (cats). Good
demand over past year. Source: (408) 758-3008

                                [GRAPHIC OMITTED]


                                                                              37
<PAGE>

                            RENT COMPARABLE NUMBER 2

Name:                    FOX CREEK

Location:                36 W. Alvin, Salinas

Age/Type:                1986/ two-story garden design - 168 units

- --------------------------------------------------------------------------------
                           Type           Rent           SF        Rent/SF
                           ----           ----           --        -------
Monthly Rent:            1BR/1BA =        $625           708       $0.88

                         2BR/1BA =        $725           875       $0.83

                         2BR/2BA =        $750           986       $0.76
- --------------------------------------------------------------------------------

Utilities included
  in Rent:               water and trash

Recreational Amenities:  Tennis, heated pool, sauna, spa, exercise room, w/d
                         hookups in all units, laundry rooms

Vacancy:                 0% (some units will become available in December)

Comments:                Ten year old project; good tenant appeal. Located off
N. Main Street. Close to shopping, schools, freeway. Deposit = $250. Pet deposit
of $350 (20 lbs.). Good demand over past year. No units available. Some units
may become available in December. Carport parking plus open. No specials. Month-
month rentals.  Source: (408)449-1800

                                [GRAPHIC OMITTED]


                                                                              38
<PAGE>

                            RENT COMPARABLE NUMBER 3

Name:                    CYPRESS LANDING

Location:                552 Rico Street, Salinas

Age/Type:                1989/ two-story garden design - 112 units

- --------------------------------------------------------------------------------
                           Type           Rent           SF        Rent/SF
                           ----           ----           --        -------
Monthly Rent:            1BR/1BA =      $655-690       750+/-      $0.87-0.92

                         2BR/1BA =      N/A

                         2BR/2BA =      $765-825       975+/-      $0.78-0.84\5
- --------------------------------------------------------------------------------

Utilities included
  in Rent:               water and trash

Recreational Amenities:  Tennis, heated pool, sauna, spa, exercise room, some
                         units have fp's (all 1/br's), laundry rooms

Vacancy:                 0% (some units will become available in October)

Comments:                Good tenant appeal. Located in north Salinas. Close to
shopping, schools, freeway. Deposit = $350/450. Good demand over past year. No
units available.  Some units may become available in October. Carport parking
plus open.  No specials. 6 and 12 month leases ($15/mo. taken off 12 mo lease).
Source: (408)424-4343

                                [GRAPHIC OMITTED]


                                                                              39
<PAGE>

                            RENT COMPARABLE NUMBER 4

Name:                    NORTHPOINTE

Location:                196 E. Alvin Drive, Salinas

Age/Type:                1976/ two-story garden design - 138 units

- --------------------------------------------------------------------------------
                           Type           Rent           SF        Rent/SF
                           ----           ----           --        -------
Monthly Rent:            1BR/1BA =        $568           648       $0.87-0.92

                         2BR/1BA =        $620           735       $0.84

                         2BR/1BA =        $669           835       $0.80
- --------------------------------------------------------------------------------

Utilities included
  in Rent:               water and trash

Recreational Amenities:  Tennis, heated pool, sauna, spa, exercise room, some
                         units have fp's (all 1/br's), laundry rooms

Vacancy:                 1% (only one unit available at survey time)

Comments:                Avg-Avg+ tenant appeal. Located in north Salinas. Close
to shopping, schools, freeway. Deposit = $300/400. Good demand over past year.
Carport parking plus open. No specials. 6 month leases. Source: (408)443-1776

                                [GRAPHIC OMITTED]


                                                                              40
<PAGE>

                            RENT COMPARABLE NUMBER 5


Name:                    THE REEF APARTMENTS

Location:                333 W. Laurel Drive, Salinas

Age/Type:                1960's/ garden court design - 54 units

- --------------------------------------------------------------------------------
                           Type           Rent           SF        Rent/SF
                           ----           ----           --        -------
Monthly Rent:            1BR/1BA =      $530-545         625       $0.87

                         2BR/1BA =        $650           800       $0.81

                         Studio  =        $450           400+/-    $1.13
- --------------------------------------------------------------------------------

Utilities included
  in Rent:               water and trash

Recreational Amenities:  pool only

Vacancy:                 0% (none at time of survey; waiting list)

Comments:                Avg tenant appeal. Located in north Salinas. Close to
shopping, schools, freeway. No specials. Source: (408) 449-1680

                                [GRAPHIC OMITTED]


                                                                              41
<PAGE>

                            RENT COMPARABLE NUMBER 6

Name:                    SHERIDAN PARK

Location:                1450 N. First Street, Salinas

Age/Type:                1983+/ two-story garden design - 116 units

- --------------------------------------------------------------------------------
                           Type           Rent           SF        Rent/SF
                           ----           ----           --        -------
Monthly Rent:            1BR/1BA =        $570           630       $0.90

                         2BR/1BA =        $620           800       $650
- --------------------------------------------------------------------------------

Utilities included
  in Rent:               water and trash

Recreational Amenities:  Heated pool, 2 sauna, spa, laundry rooms, security
                         gates

Vacancy:                 0% (none at time of survey)

Comments:                Avg-Avg+ tenant appeal. Located in north Salinas. Close
to shopping, schools, freeway. Deposit = first month's rent plus key deposit.
Carport parking plus open. No specials. No units available, but 10 units will be
in November. Source: (408) 449-8203

                                [GRAPHIC OMITTED]


                                                                              42
<PAGE>

All rental rates quoted in the survey are month-to-month or short-term leases.
None of the complexes surveyed in this report had long-term leases. All
complexes are garden style two and/or three-stories of similar vintage and
design as the subject. All are located in the general subject neighborhood.
Typically, rents include water and trash removal. None of the complexes were
offering any specials.

Rental Number 1 represents Cypress Creek, located at 162 Casentini Street,
nearby the subject. This is a 288-unit complex built in 1987. It is of good
quality and in good condition. Amenities include tennis courts, heated pool,
sauna, racquetball, spa, laundry hookups, laundry rooms and carport parking. No
promotional specials or concessions. Leases are 6 and 12 month terms. Security
deposits are $300 and $400 (depending on the unit size). Pets are allowed with a
$400 deposit. One bedroom units are reported at 750 square feet, and rent from
$725 to $750, depending on variation of location within the complex. Two
bedroom/two bath units measure 1,000 square feet and rent from $925 to $950, or
$0.93 to $0.95/sf Only four units are available. This is one of the newer and
better quality complexes in Salinas and is similar in many respects to the
subject. Like Rental Number 2 below, it is comparable to the subject, but
superior.

The subject does not offer the recreational amenities nor does it have the
appeal as Rental #1. On a per unit basis, the subject should definitely rent
lower than $725 for one bedrooms, and $925 for two bedrooms.

Rental Number 2 represents the 168-unit Fox Creek Apartments, located at 136
West Alvin Drive nearby the subject in north Salinas. The overall quality and
condition are good. No promotional specials or concessions. Leases are 6 and 12
month terms Security deposits are $250. Amenities consists of a pool, spa,
weightroom, clubhouse, laundry rooms, and tennis courts. Some units have
washer/dryer hookups. There are 76 one bedroom, 24 two bedroom/one bath, and 68
two bedroom/two bath units. One bedroom units are reported by management at 708
square feet, and rent at $625 per month, or $0.88/sf Two bedroom/ one bath units
are 875 square feet, and rent at $725 per month, or $0.83/sf Two bedroom/two
bath units are 986 square feet, and rent at $750 per month, or $0.76/sf Current
vacancy is zero.

Like Rental #1, this comparable is superior to the subject as it contains more
recreational amenities and is newer. This comparable is useful in setting the
upper end of the per unit rental range for the subject. It is clear that the
subject one bedroom units should rent below $625, and the two bedrooms should
fall below $725 per month.

Rental Number 3 is the 112-unit Cypress Landing Apartments located at 552 Rico
Street, nearby the subject in north Salinas. This is a newer complex built in
1989. It is of good quality and in good condition. There are 36 one bedroom and
76 two bedroom/ two bath units. One bedroom units measure approximately 750
square feet and are $640-665 per month. Two bedroom units are approximately 975
square feet, and rent from $745-795 per month. Amenities include a pool, spa,
clubhouse and carport parking. Some units have fireplaces. No rental concessions
or specials. The property is close to shopping, freeway access and schools. The
overall appeal is good. Only one unit is currently available. As with the
previous two comparables, Rental #3 is superior to the subject.


                                                                              43
<PAGE>

Rental Number 4 is the 138-unit Northpointe Apartments located at 196 East Alvin
in North Salinas nearby the subject. This is a two-story garden complex built in
1976. The overall quality and condition are above average to good. The location
directly off N. Main is close to shopping, schools and freeway access. The
complex has 1, one bedroom unit currently available at $568/month, and 1, two
bedroom/one bath unit at $620/month. Two bedrooms reportedly rent as high as
$669 per month. One bedrooms range from 624 to 648 square feet, and two bedrooms
contain 735 to 835 square feet. Rents include water and trash. Security deposits
are $300 for one bedrooms and $400 for two bedrooms. Leases of six months are
required. There are no specials or concessions. Pets are not allowed. Amenities
include two laundry rooms, and one swimming pool.

The appeal, age and level and quality of amenities are similar to the subject.
The subject has an advantage of having security fencing. Overall, this
comparable provides good support for the subject "market" rents (with the
exception of the three bedroom units).

Rental Number 5 represents The Reef Apartments, a 54-unit garden court design
complex built in the 1960's. This complex is also located in north Salinas
nearby the subject. It is older than the subject, and has slightly less appeal.
This complex is renting one bedroom units at $530 to $545, and two bedroom units
at $650 Studios are $450 per month. All rents include water and garbage. The
subject offers superior appeal in that the rent includes basic cable and
security gates. Given these differences, the subject should rent about $20 to
$25 per month higher. Overall, Rental #5 gives good support to the subject
"market" rents by bracketing at the lower end.

Rental Number 6 represents Sheridan Park, located nearby the subject. This is an
average quality property that features security gates.  Rents are $570 for one
bedrooms and $620 per month for two bedroom/one bath units. Water and trash
removal are included in the rent, but basic cable is not. The overall quality
and appeal are similar to the subject. According to management, there are no
available units at this time. Overall, this is an excellent comparable for the
subject.

Other: In addition to the above primary comparables, several other complexes
including many owned by Thysen in the Salinas marketplace were considered.
Thysen owns another 12 complexes in Salinas (most are in North Salinas).
Although not enough to "set" the market, the number of complexes controlled by
Thysen has an influence on rental levels. Thysen property managers (employees of
Lincoln Property) regularly refer clientele to other Thysen complexes. Still,
there are more than enough competing projects to make it difficult if not
possible to "control" the market.

Market Rental Conclusion

The six primary comparables strongly support the current subject "market" rental
rates for the subject's one and two bedroom units; however, the three bedroom
units (Harding Park) at only $0.65/sf are below market. Although few complexes
have three bedroom units, it is clear from the two bedroom rentals that the
subject three bedroom units should rent closer to $1,000 per month than the
quoted $895 per month. This is in part due to their larger size, but also to
enclose garages, security gates and newer condition.


                                                                              44
<PAGE>

Of the complexes surveyed (including those not shown in this appraisal) which
consisted of about 2,000 total units, overall vacancy is running between 1-2
percent. Most had no vacancy. Some had only a few units available. A few
managers stated that units should become available in November and December as
seasonal workers go home. When a unit does become available, it typically takes
3 to 7 days to re-rent. However, in several cases, the unit is pre-leased
(rented prior to the occupant moving out).

Subject Market Rental Income (@ 100 percent Occupancy)

Based on market rents, the subject would have a monthly gross rental income of
$115,230 based on the current asking "market" rents. However, we believe that an
additional $1,680 per month (from an increase in 3br units) should be added to
better reflect market potential. Consequently, the "market" rental income is
estimated at $116,910, or $1,402,920 on an annual basis.

Actual Reported Income

Shown below is a table outlining collected revenue for 1994, through August 31,
1996. Rental income for September 1996 is also shown.  Income statements are
shown in the Addenda.

================================================================================
                      1994            1995                 YTD ('96)   Sept. 96
================================================================================
*Gross Rents:      $1,053,223      $1,142,846($518/un)     *$816,682    $107,520
- --------------------------------------------------------------------------------
Laundry            $   21,189      $   23,324              $ 19,784       N/A
- --------------------------------------------------------------------------------
Other              $   65,503      $   57,647              $ 48,545       N/A
- --------------------------------------------------------------------------------

* - collected rents (not including vacancies)
N/A = Not available

Rental Income Estimate: Almost all of the subject's total income is derived from
rents. Rental income has increased steadily over the past 1.5 years. This is due
in part to new management and an improving rental market.

The actual rental income for the month of September 1996 was $107,520, or $557
per unit. This amount does not include vacant/vacant pre-leased units. The
market rent for the vacant units total $5,025, or $628 per unit on average.
Blending this with actual rental income, results in a gross scheduled rental
income of $112,545, or $583 per unit. This is 5.7 percent below market
potential. We have used $112,545 or $1,350,540 annualized for stabilized gross
rental income.

Laundry: The laundry income is stabilized at $15,000 per year. This is
consistent with other complexes of this size and with the subject's prior past
years of operation.

Other: Other income consists of retained deposits, late charges, nsf checks, and
miscellaneous charges to tenants. The large percentage of this category relates
to security deposits. Although forfeited security deposits and late charges are
a source of income, it is not included in the reconstructed operating statement
as part of ongoing cash flows. This is largely because this type of income was
not accounted for in the computation of gross and net operating incomes for the
comparable sales. By including other income for the subject but not the
comparables, would be overstating value. However, other income has been
considered in the overall valuation.


                                                                              45
<PAGE>

Total Gross Income: Total gross income is estimated at $1,365,540; rounded to
$1,365,000.

Vacancy and Collection Loss

In estimating a stabilized vacancy factor, several factors were considered.
First, vacancy has decreased over the past few years due to new management and
improving market conditions. The property has been upgraded over the past year.
Meanwhile, market conditions have improved due to an expanding economy. The
resurgence of "Silicon Valley" 70 miles to the north, the new Soledad
Correctional facility, and several thousand feet of regional shopping space has
created many new jobs. The new Wal-Mart in this area will also expand the retail
base, and bring in new jobs.

As of the inspection date, the subject complex is running a zero vacancy. This
is consistent with comparable Salinas projects. However, units are expected to
become available and occupancy will not remain at 100 percent. Annual vacancy
has been low, according to management (about 2-4 percent).

In addition to vacancy, consideration must also be made for ongoing collection
loss. In the case of the subject, collection loss has been reduced from previous
years due to the stricter qualifying policies. There are no pending evictions.
Consideration should still be made for collection loss. A reasonable stabilized
collection loss rate is 1 to 2 percent of gross income.

Assuming continued good professional management, vacancy and collection loss
should run at approximately 5 percent on average. There is the strong
possibility that vacancy and collection will fall below this estimate over the
next 12 to 24 months; however, longer-term, consideration should be made for
decreased economic activity which could result in "softer" rental conditions.

Effective Gross Income

The effective gross income is estimated by deducting five percent from estimated
gross income, as shown below:

- --------------------------------------------------------------------------------
            Gross Annual Income:                         $ 1,365,540
            Less: Allowance for Vac/Collection (5%)          (68,277)
                                                         -----------
            EFFECTIVE GROSS INCOME                       $ 1,297,263
- --------------------------------------------------------------------------------

Expense Analysis

In order to estimate the value of the property by the income capitalization
approach, expenses must be deducted from effective gross income to arrive at a
net operating income estimate. Like other types of income property, apartment
property expenses are a function of services provided as well as physical and
geographical characteristics of the property itself.  Operating and "fixed"
expenses vary from complex to complex, but generally fall between 33 to 45
percent of revenue (gross income), including replacement reserves.

Expenses can be broken down into per unit per year (or month), or as a
percentage of rental revenue or effective gross income. Expenses as a percentage
of income change depending on


                                                                              46
<PAGE>

revenue levels. It can be difficult to compare apartment expenses on a line-by-
line basis. No two apartment complexes are alike.

Shown on the following page is a recent operating history of the subject.
Expense categories are analyzed and discussed below. It should be noted that new
management took over in 1995; expense records previous to 1995 are not complete
and do appear to reflect current conditions.

Real Estate Taxes & Direct Assessments

California state law requires the reassessment of any parcel upon change of
ownership. The market value of the subject property intrinsically assumes a
hypothetical sale. Therefore, it is necessary to estimate real estate taxes
based upon market value.

In the State of California, property is enrolled at 100 percent of market value
as determined by the County Assessor upon transfer of ownership or significant
new construction. The maximum tax rate cannot exceed 1 percent of the enrolled
value, plus general assessment bonds and fees approved by the voters. Enrolled
value can be increased by a maximum of 2 percent per year, absent transfer, or
new construction, based on the cost of living. Under Proposition 8, approved
subsequent to Proposition 13, value can also be decreased to reflect current
market conditions. The actual taxes are below what the new taxes would be based
upon market value. According to the Monterey County Tax Collector Department,
there are no special assessment bonds. The tax rate is 1.05 percent of assessed
value.

Since market value has not yet been estimated by the income capitalization
approach, a technique which adds the composite tax rate reflecting the ad
valorem taxes to the capitalization rate has been used. The resulting value
estimate is then multiplied by the composite tax rate to obtain the amount of
new taxes. This method gives only an approximation since the assessed value may
not necessarily be the sale price (or market value). In addition, the value
conclusion by the sales comparison approach has been used as a guide. Applying
the tax rate, results in new taxes of $89,000+/-

================================================================================
                       SUBJECT PROPERTY OPERATING HISTORY
================================================================================

Expense Item                            1994          1995      Y-T-D (8/96)
- ------------                            ----          ----      ------------
      Payroll                         $107,178      $136,437      $ 86,174
      Utilities                       $133,212      $152,013      $ 79,180
      Insurance                       $ 60,020      $  8,245         $ N/A
      Taxes &                         $ 50,033      $ 42,854      $ 25,880
        License & Permits             $    140      $  2,023      $  1,884
      Management Fee                       N/A      $ 30,485      $ 28,619
      Administrative                  $ 13,042      $ 25,465      $  8,465
      Maintenance & Repair            $ 89,815      $202,979      $ 65,484
      Gardening/Landscaping           $    359      $ 26,693      $ 16,000
      Cable T.V                       $ 18,396      $ 16,830      $ 12,700
      Security                             423      $  8,321      $  6,000
                                      --------      --------      --------
                                      $472,618      $652,354      $330,386

================================================================================
      TOTAL             Per Unit (Rd)   $2,448/unit   $3,380/unit   $2,569/unit
================================================================================


                                                                              47
<PAGE>

Note: Maintenance & repair expense in 1995 is inflated due to installation of
new carpets and extra supplies. Many of the above categories are group expenses
(e.g., pool supplies and maintenance is under Maintenance and Repairs).

License and Permits

In addition to taxes, apartment properties incur license and permit fees. These
fees have been approximately $2,300 per year over the past two years. As such,
the stabilized estimate is $2,300 ($ 13/unit).

Payroll

The manager lives in the complex and the unit rent is included in his
compensation. Payroll expense was reported at $136,437 in 1995, or $707 per
unit. This includes payroll taxes, state compensation insurance, unemployment
taxes, wages for manager and office workers as well as maintenance personnel,
and bonus. To date in 1996, this category is $86,174, or $670 per unit
annualized. This expense has been stabilized at $675 per unit, or $130,000.

Utilities

Utility expense includes water, trash, basic cable, sewer, electrical for
exterior site lighting and for other common amenities, including laundry
facilities, filtering equipment for the pool, lighting for the clubhouse, etc.;
tenants pay their own telephone, electric and gas, and premium channel cable.
The subject units are individually metered.

Trash removal service is included in the monthly rent for all units. Utility
expense can be estimated on a price per unit or on a price per square foot
basis. The projects with the greatest amount of amenities and larger unit sizes
generally show the highest rates of utility expenses. In 1994 and 1995,
utilities were reported at $133,212 and $136,437, respectively. The annualized
projection for 1996 based on the first eight months is $670 per unit. We have
stabilized this expense at $800 per unit, which is consistent with prior years
and other apartment complexes throughout the region.

Insurance

Insurance expense has been stabilized at $100 per unit as based on similar
complexes throughout the region. Actual insurance expense does not appear
accurate (e.g., $60,020 in 1994).

Management Fee (Supervisory Management)

Lincoln Property Company has been managing the property over the past year and
one-half. The reported fee was $30,485 for 1995. To date in 1996, the fee has
been $28,619. The fee will increase with the increase in rental. Normally,
management companies will charge from a low of 3 for large projects to a high of
6 percent of collected rent for smaller complexes. This expense has been
stabilized at 4 percent of effective gross income.


                                                                              48
<PAGE>

Maintenance and Repair

This category includes on-going maintenance and repairs that include the common
areas, plumbing, pool, and electric. This category also includes building/pool
supplies, appliance replacement and decorating supplies. In 1995, most carpets
were replaced. This level of replacement does not recur on an annual basis, thus
an adjustment is required in stabilizing this expense. M&R in 1994 was reported
at $70,892, or $377 per unit. Normally, maintenance and repair ranges from 4 to
7 percent of effective gross income, or $400 to $600 per unit. The actual
subject expense has been substantially higher due to the refurbishing of the
complex over the past year. It should also be noted that this category does not
include landscape/gardening and exterminating contracts or wages for maintenance
personnel.

Administrative

This category consists of advertising and promotion, office supplies, computer
expense, legal, credit check expense, and miscellaneous expense such as
stationary, postage, etc. As shown in the Income & Expense Statement prepared by
Lincoln Property Residential, a management fee paid to Lincoln is included under
this category. In this analysis, the management fee has been separated and
discussed under its own category. Administrative expense has been stabilized at
$20,000.

Gardening/Landscaping/Cable T.V./Security

Landscaping is contracted to a private landscape company. Basic cable is
included in the rent, thus it is an expense to the landlord. Security patrol and
exterminating are also contracted. Total expense reported in 1995 was $51,844.
The total for the first eight months of 1996 is $34,700. We have stabilized this
category at $50,000.

Replacement Reserves

Most owners do not utilize the replacement reserve account during the analysis
or operation of an apartment complex. Rather, capital improvement items are
often expensed as they are incurred. However, since capital expenditures affect
the investor's cash flow, an analysis of the property's value must account for
these expenses in the form of appropriate reserves for replacement.

Reserves for replacements are estimated at 2.5 percent of EGI, which equates to
$32,000. This takes into account the current average - good condition, and
recently completed capital improvements of the project. Items which are commonly
associated with a reserve account include repaving of drives, replacement of
underground utility pipes and electrical conduit, roof and foundation, as well
as resurfacing of the pool new appliances, etc. (i.e., items that are not
normally expensed year to year).

Net Operating Income

Total stabilized expenses and collection loss allowance amount to $3,240 per
unit. This also equates to 48 percent of effective gross income. It should be
noted that as a percentage of income, expenses are higher at the subject than
they are for many complexes in this region. The reasons for this include: (1)
basic cable service included in the rent; and (2) rents are relatively low in
comparison to complexes in neighboring counties, thus as a percentage of income,
expenses appear high. This will probably change somewhat as rent levels increase
over the next several months.

Net operating income is estimated by deducting operating and fixed expenses from
effective gross income, as shown below and on the following page:


                                                                              49
<PAGE>

- --------------------------------------------------------------------------------
            Effective Gross Income                      $ 1,297,263
            Total Expenses                                 (625,300)
                                                        -----------
            Net Operating Income Before
            Income Taxes & Depreciation                 $   671,963
- --------------------------------------------------------------------------------

Capitalization Rate Analysis

After net operating income is estimated, an appropriate capitalization method is
selected. Of the various techniques, the one that is almost always used due to
its simplicity is direct capitalization. This method employs the use of a single
rate known as the overall rate. The overall rate reflects the relationship
between the projection of annual net operating income and a sale price or an
estimate of value. It is calculated by dividing the net operating income of the
sale into the sale price. When the property is purchased all cash, which is rare
for larger apartments, and there is no subsequent change in value or income,
then the capitalization rate is also the rate of return on the total property
investment.

In the Sales Comparison Approach section of this report, there is a table in
which we have summarized our analysis of capitalization rates for the comparable
sales. These capitalization rates were based on actual or actual near-term
potential gross annual income less expenses at time of sale. In each case,
expenses included new real estate taxes at market value as opposed to actual
taxes which are typically much lower. The capitalization rates derived from each
of these sale properties are summarized below:

Sale No.         1      2       3      4       5      6       7      8
- --------------------------------------------------------------------------------
Cap Rate (%):   8.54   8.6     9.1    9.34    9.6   10.15    7.9    9.69

The main factor influencing capitalization rates is the perception of risk.
Those properties perceived to have higher risk, will sell at higher
capitalization rates. The lower risk properties sell at lower capitalization
rates. Apartment properties, because of their low vacancy, generally fall into
the low risk category. Risk factors that should be taken into account in
selecting an appropriate capitalization rate include the following:

o     Amount of available land zoned to allow future apartments

o     Upside (or downside) potential of cash flow

o     Existing or planned government restrictions on use and/or rent increases

o     Deferred maintenance and remaining life of site improvements

o     Marketability/liquidity

o     Availability of financing

Availability of Land (potential of future competition)

While there are several hundred acres of undeveloped land in the general area,
most is zoned agriculture or has environmental issues such as sloughs/wetlands.
This is not to say, however, that additional apartments could not be developed
within a 50 mile radius. There has been very little apartment construction in
the area over the past 9 years. One of the main reasons is the high


                                                                              50
<PAGE>

cost of land and building. So, while future construction of apartments will
occur to some degree, the high cost will result in higher rents that likely will
not compete with the subject.

Upside Potential of Cash Flow

Gross revenue projected at stabilized occupancy is based largely on the current
average rate. The market rate, although close, is still higher than the actual
income. And given high occupancy in almost all Salinas apartment properties, it
appears certain that rents will continue to gradually increase over the next 12
to 24 months. Consequently, upside rental potential appears good at this
particular time. The subject is not affected by rent control, so this would not
be a limiting factor. The market rents were concluded higher than actual, thus
the capitalization rate should be lower to reflect this upside.

Deferred Maintenance

The subject is well-maintained without any significant repairs or deferred
maintenance. Better-conditioned apartments tend to sell at lower capitalization
rates.

Marketability/Liquidity

Appropriately priced, the subject would have good marketability (see Marketing
and Exposure Estimate sections). This tends to lower the overall capitalization
rate since there would be good buyer demand. At 193 units, the subject is on the
larger size (although the two complexes could be sold off separately). There is
also the possibility of sell off the Harding Park property as individual
townhomes, which has a tendency to drive down the overall capitalization rate.

Availability of Financing

Financing should not have a significant impact on the capitalization as capital
is available for this type of property.

Capitalization Rate Conclusion

In conclusion, the subject capitalization rate should fall around 8.0 percent,
as evidenced by the sales. Discussions with brokers, property owners and
management companies indicate that apartment capitalization rates are dropping
in Santa Clara County. Applying the 8.0 percent rate results in the following
value:

            $671,963/ .080          =           $8,400,000 (rounded)

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


                                                                              51
<PAGE>

                             INCOME APPROACH SUMMARY
- --------------------------------------------------------------------------------

INCOME

     Gross Annual Rental Income                                     $ 1,350,540
     Laundry                                                        $    15,000
                                                                    -----------

     TOTAL GROSS INCOME                                             $ 1,365,540

Less: Vacancy & Collection Loss Allowance (5%)                          (68,277)
                                                                    -----------

================================================================================
EFFECTIVE (COLLECTED) GROSS INCOME                                  $ 1,297,263
================================================================================

Stabilized Operating Expenses                                  Per Unit (rd)
- -----------------------------                                  -------------
      Payroll                                      $130,000        $ 675
      Taxes (Prop 13)                              $ 89,000        $ 461
      License & Permits                            $  2,300        $  12
      Utilities                                    $154,000        $ 800
      Insurance                                    $ 19,000        $ 100
      Management Fee                               $ 52,000         (4.0%)
      *Administrative                              $ 20,000        $ 104
      Maintenance + Repair                         $ 77,000        $ 400
      Landscape/Cable T.V./Security                $ 50,000        $ 259
      Replacement Reserves                         $ 32,000        $ 166
                                                   --------        -----

* includes Advertising & Promotional

================================================================================
TOTAL OPERATING EXPENSES                           $625,300     $3,240(rd) (48%)
================================================================================

================================================================================
NET OPERATING INCOME (NOI)                                      $671,963
================================================================================

      OVERALL CAPITALIZATION RATE (Applied to NOI)                .080
                                                                  ----

================================================================================

Market Value As Is                              $8,399,538
ROUNDED                                         $8,400,000

================================================================================


                                                                              52
<PAGE>

Other Capitalization Procedures

Other capitalization methods may be used in the appraisal of apartment
properties, although their understanding and use falls far short of direct
capitalization. The Discounted Cash Flow analysis (DCF) is one such method. In
this procedure, the value of a property is equivalent to the present value of
the annual before tax cash flows, over an assumed investment holding period,
plus the sale (reversion) of the property at the end of the holding period, at a
single discount rate. The advantage of this approach is that it identifies
variability in annual cash flows, especially in a start-up operation.

The Discounted Cash Flow Analysis requires several assumptions that impairs its
reliability. For this reason, it is oftentimes considered a secondary valuation
method in the appraisal of apartment appraisals.

In this appraisal, the DCF procedure has not been used as it does not provide
any additional insight into the valuation of this property. There are several
reasons for excluding this approach. There is nothing to suggest at this time
that there will be substantial changes in income patterns, although the near-
term trend appears to be continued strengthening and gradual increasing of
rents. Another reason is that there would be several assumptions that would have
to be made. Perhaps the most compelling is that the sales were not purchased on
a DCF approach. Employing a DCF for the subject would require that inferences be
made about each sales as to applicable yield and going-out capitalization rates,
as well as hold periods and annual expense and income increase (or decrease)
projections. If the majority of these sales were purchased in this manner, then
a DCF would have applicability; however, this is not the case.

Income Approach Conclusion:

The Income Approach concludes a value of $8,400,000.


                                                                              53
<PAGE>

SALES COMPARISON APPROACH
- --------------------------------------------------------------------------------

The Sales Comparison or Market Data Approach involves making an analysis of the
property being appraised based on sales of similar properties. To a lesser
degree, this procedure may consider the asking prices of current listings. The
market data approach presumes that a prospective purchaser would pay no more for
a property than the amount with which he or she could buy another of equal
utility. The reliability of this procedure is determined by: 1) availability of
comparable sales; 2) comparability of sales in terms of date of sale, location,
size, density, or other physical characteristics; and, 3) verification of the
sales data.

Although there are variations, apartment property sales are often analyzed using
four unit-of-comparison indicators:

      o     Price per unit

      o     Gross Income Multiplier or Effective Gross Income Multiplier

      o     Price per Rentable Square Foot

      o     Price per Room

Price Per Unit Method: The price per unit method is most often affected by unit
size, condition, overall functional utility, and location of a property. Sales
with high average unit sizes which are situated in the most desirable locations
tend to command the highest price per unit. Naturally, the existing potential
rent levels also affect the sale price, thus influencing the price per unit
value. Each of these factors determine the amount of net operating income that
can be generated per unit which is a fundamental measurement of investor return
when applying the price per unit method.

Price Per Room Method: Sale price per room demonstrates the same relationship as
price per unit. Applying the same logic discussed above, which considers the
average unit size of the subject, existing rent levels, and location relative to
the comparable sales, a value per room can be estimated for the appraised
property.

Price Per Square Foot Method: While size is a strong influence in sale price per
unit and price per room, the rent levels attained by a property per square foot
are closely related to the price per square foot it may attain in the
marketplace. It is generally true that all else being equal, the rent per square
foot for larger units is less than the rents per square foot for small units.
Thus, apartment buildings which have larger unit sizes have lower rents per
square foot and therefore have lower selling prices per square foot.

Gross Income Multiplier Method: The gross income multiplier (GIM) technique is
oftentimes perceived as one of the most accurate market measure of value by the
Direct Sales Comparison Approach. The GIM is calculated by dividing the sale
price of the sale property by its gross annual income. This method tends to
equalize property differences such age, size, and number of units. In general,
where there is a fee simple title, apartment properties tend to sell at 5.5 to 8
times multiple on actual income. The range is tempered by a number of factors
that include location, condition, quality, and upside rental potential. The more
desirable properties with good track records will typically be higher on the


                                                                              54
<PAGE>

scale, whereas lower quality facilities in weak locations tend to fall at the
lower side. Since the GIM involves gross income rather than net income, the
appraiser must compare the level of expenses of the comparables with the
subjects'. This technique works best when expense operating ratios are
reasonably consistent. Comparison is not straightforward, for example, when the
sale property has an operating expense ratio that is significantly higher than
the subjects'. Consequently, when estimating a GIM, care must be taken when
comparing gross incomes. A variation of the GIM technique-effective gross income
multiplier (EGIM)-is calculated by dividing the sale price by the effective
gross annual income instead of the gross annual income. This technique, however,
often does not result in a further refinement since apartment vacancy (and
collection loss) throughout the region is very low.

Comparable Sales Description & Analysis

A search for apartment properties was made in Salinas and surrounding areas. No
sales of larger apartment complexes (over 100 units) in Salinas during 1995 and
1996 were found. The most recent larger apartment transaction in Salinas
occurred in 1994; a 60 unit complex sold in 1993 and an 112-unit property
transferred in late 1991. A summary of these sales is summarized on the
following pages. Additional information is included in the Addenda.

To obtain more recent sales data, it was necessary to expand the search into
nearby cities and counties. The strongest sales activity at this time is taking
place in Santa Clara County, adjacent to the north of Monterey County. A number
of larger sales have also taken place in Santa Cruz County, to the west. A brief
description of each sales area and how it relates to Salinas is summarized in
the following paragraphs.

Santa Clara County/San Jose: This is the largest county in the region with a
population of over 1.4 million. It contains the City of San Jose, the third
largest city in California. "Silicon Valley" originated in Santa Clara County.
The county is home to over 2000 electronic firms, including industry leaders
such as Intel and Hewlett Packard. Over the past 20 months, technological
employment has dramatically increased resulting in the creation of several new
jobs. To fill new jobs, several thousand people have moved into "Silicon Valley"
thus creating a demand for housing. As a result, apartment and other housing
rents have increased substantially, nearly doubling from previous lows in some
cases. Investors have now caught on to increasing rental activity, and sales
activity is brisk. This market has "filtered" into nearby communities, including
Santa Cruz, Alameda County, and to some lesser degree, Salinas.

The resurgence of the Santa Clara County market comes after six years of
sluggish performance. The last major upswing was in 1982-85 when rents increased
annually by 18 to 20 percent. From 1995 to 1989, rents and vacancy were steady.
In late 1989, following the Loma Prieta earthquake and a decline in economic
activity, vacancy levels started to increase and rents became soft with rental
concessions given in some complexes. Starting in late 1994, the market started
to once again turn upward. In 1995, economic conditions improved and rents
increased to reflect a landlord's market. Today, vacancy is extremely low with
very units available for rent. This is expected to continue for at least the
next six to 12 months as little land is available for new apartment
construction.


                                                                              55
<PAGE>

                    COMPARABLE MARKET DATA - APARTMENT SALES

<TABLE>
<CAPTION>
       Project Name                                                                                           
 Sale  Location                       No. Units      Sale       Year          Sale  Price/     GIM     Price Per Unit
 No.   A.P.N.                         RSF-Bldg    Date (COE)   Built         Price  Sq. Ft     OAR      Cash-on-Cash
=======================================================================================================================
<S>    <C>                             <C>          <C>         <C>    <C>          <C>       <C>             <C>
 [1]   Willow Gardens Apartments                                                                                      
       1760 Stokes Street                186        6/14/96     1971   $13,650,000  $85.17    7.04             $73,387
       San Jose, CA                    160,260                                                8.54%                6.8%
- ----------------------------------------------------------------------------------------------------------------------
       2-story apartment garden style built in 1970. Wood frame, wood exterior. Average quality and condition. 190
       covered parking spaces (carports). Amenities include pool, spa, laundry, recreation room, balconies/patios,
       storage lockers, a/c. 6.40 acres (29.06 du/ac). First loan $10,600,000 from St. Paul Federal Bank. Document
       #13330744.
- ----------------------------------------------------------------------------------------------------------------------
 [2]   Ocean Terrace                                                                                                  
       1630 Merrill Street               100        7/12/96     1972    $6,300,000  $78.04     6.5             $63,000
       Santa Cruz, CA                 80,724 sf                                                8.6%                8.1%
- ----------------------------------------------------------------------------------------------------------------------
       100-unit garden style built on 2.7 acres in county area of Santa Cruz. Built in 1972, there are six buildings,
       a pool, exercise room, sauna, three laundry rooms, and on-site manager's office. Wood frame construction.
       Average quality and avg+ condition. 130 on-site parking spaces. AEK kitchens. $4,725,000 first from Home
       Savings of America.
- ----------------------------------------------------------------------------------------------------------------------
 [3]   Fox Creek Village                                                                                              
       196 West Alvin Rd.,               168        9/24/94     1986    $8,350,000  $66.31     6.8             $55,650
       Salinas, CA                   141,856 sf                                                9.1%               9.87%
- ----------------------------------------------------------------------------------------------------------------------
       Built in 1986, Fox Creek Village consists of 76, 1/br/1ba units measuring 708 sf; 24, 2br/1ba units measuring
       875 sf, and 68, 2br/1ba units 986 sq ft. The gross building area is 145,023; the net rentable has been reported
       at 141,858 sf.

       36 units have wood-burning fireplaces. Units include patios or balconies, refrigerators, microwaves,
       dishwashers, disposals, and laundry hook-ups. There are laundry rooms with washers and dryers in the complex.
       Above average to good quality and condition. One covered parking space per unit.
- ----------------------------------------------------------------------------------------------------------------------
 [4]   Kingdale Oaks                                                                                                  
       1919 Fruitdale Avenue             331        8/15/95     1970   $16,760,000  $66.22    6.01             $50,634
       San Jose, CA                  253,098 sf                                               9.34%               11.1%
- ----------------------------------------------------------------------------------------------------------------------
       Average quality, 1, 2, and 3-story buildings built in 1964-1970. Wood frame and stucco. Concrete slab. Average
       condition. 331 covered parking spaces (carport). 166 open parking. Amenities include 2 heated pools, spa,
       poolside grills, laundry rooms, volleyball, and recreation building. Elevator served. New first loan from St.
       Paul Federal Bank, and seller second. Marketing time was reported at six months. 11.76 acres (28.15 du/ac). 1,
       2 and 3 bedroom units.
=======================================================================================================================
                                                                                                                     56
</TABLE>

  Note: The above date was obtained from sources deemed reliable. However, the
  accuracy of the data cannot be guaranteed by R. Saia, MAI Associates (9/96)
<PAGE>

                    COMPARABLE MARKET DATA - APARTMENT SALES

<TABLE>
<CAPTION>
       Project Name                                                                                           
 Sale  Location                       No. Units      Sale       Year          Sale  Price/     GIM     Price Per Unit
 No.   A.P.N.                         RSF-Bldg    Date (COE)   Built         Price  Sq. Ft     OAR      Cash-on-Cash
=======================================================================================================================
<S>    <C>                             <C>          <C>         <C>    <C>          <C>       <C>             <C>
 [5]   Hidden Creek Apartments                                                                                        
       200 Button Street                 146        7/14/94     1973    $7,400,000  $77.81    6.78             $50,685
       Santa Cruz, CA                  95,100                                                  9.6%                N/A
- ----------------------------------------------------------------------------------------------------------------------
       3.8 acres (37 du/ac). 2-story, nine buildings. Garden style walk-up. Average quality and condition. 42 studios,
       60 1br/1ba, 44 2br/1ba units. About half of complex is subsidized housing tenants. Financing terms n/a.
       Marketing time = 3 months. Amenities include pools, creek fountain and extensive landscaping.
- ----------------------------------------------------------------------------------------------------------------------
 [6]   North Bay Apartments                                                                                           
       41 Granview Street                115       12/15/95     1989    $8,550,000  $81.88    6.11             $74,348
       Santa Cruz                      104,421                                                10.15%              10.8%
- ----------------------------------------------------------------------------------------------------------------------
       Good quality, 2-story garden style complex built in 1989. Average to good location. Buyer had to pay $300,000
       in repairs and $175,000 in commissions. Cap Rate is somewhat high based on other sales of similar age, size and
       location. Property was never exposed to open market.
- ----------------------------------------------------------------------------------------------------------------------
 [7]   2186-2198 Brutus Street                                                                                        
       Salinas                           60         5/26/93     1988    $3,072,000  $61.46    7.83             $51,200
                                       49,980                                                  7.9%                N/A
- ----------------------------------------------------------------------------------------------------------------------
       Average to good quality garden complex located in north Salinas close to shopping, schools and freeway access.
       There are 23, 1br units, and 37, 2br/2ba units. Average unit size is 833 square feet. No rent control.
       Financing terms were not available.
- ----------------------------------------------------------------------------------------------------------------------
 [8]   Cypress Landing                                                                                                
       552 Rico Street                   112        11/1/91     1989    $5,950,000  $59.11     6.4             $53,125
       Salinas, CA                     100,660                                                9.69
- ----------------------------------------------------------------------------------------------------------------------
       Newer, garden style consisting of 36 1br/1ba and 76 2br/2ba units, 2-story buildings. Good quality and
       condition. Amenities include clubhouse, spa, pool, weight room, tennis courts. Carport + open spaces. Average
       monthly rent at time of sale = $689. Average unit size = 899 square feet. All cash to seller.
=======================================================================================================================
                                                                                                                     57
</TABLE>

  Note: The above date was obtained from sources deemed reliable. However, the
  accuracy of the data cannot be guaranteed by R. Saia, MAI Associates (9/96)
<PAGE>

Housing prices in San Jose are higher than they are in Salinas. Good Salinas
neighborhoods, such as those found in north Salinas, can be compared to the more
average/middle income areas of San Jose as well as the agricultural communities
of Gilroy and Morgan Hill, in southern Santa Clara County. Still, downward
adjustments are required for location when comparing San Jose to Salinas.

Santa Cruz: In general, rental housing in Santa Cruz is less than it is in San
Jose, but higher than in Salinas. Although considered more desirable, Santa Cruz
is a relatively good area to draw comparable sales for comparison to Salinas.
Santa Cruz is a coastal community that relies heavily on tourism and
agriculture; some technology has filtered into the area from Silicon Valley.
Rents have been increasing, but not nearly at the pace of San Jose. Occupancy is
also extremely high in this area. A downward location adjustment is required
when comparing a Salinas property to a Santa Cruz property.

Monterey: No sales over 100 units were found in Monterey. This is mainly due to
the limited number of larger units in the city. Although the City of Monterey is
superior to Salinas in residential desirability, nearby cities such as Seaside
and Marina are overall comparable. However, no sales of larger units were found
in this area as well.

Adjustment Process

The most common unit of comparison indicator for apartments is price per unit.
As such, the subject has been adjusted to the comparable sales on this basis. A
sequence for making adjustments must be followed when percentage adjustments are
calculated and added together. The first adjustment is for property rights
conveyed. In this case, all properties sold fee simple or leased fee (short term
leases of less than one year); no leasehold sales were included. Thus, no
adjustment was required.

The second adjustment converts the transaction price of the comparable into its
cash-equivalent or modifies it to match the financing terms projected for the
subject property. No sales with financing favorable enough to significantly
influence the sales price were included, no adjustment was required.

The third adjustment is made for conditions of sale or other (e.g., personal
property included in sale price). No REO or distressed sales were included, and
no sales with furnished units were considered. Every apartment has some amount
of personal property that transfers with the property; however, these items are
nominal.

Other adjustments considered were based on differences in market conditions,
appeal, quality/density, condition, and size. No specific adjustment was made
for rent control (i.e., San Jose complexes), although this is considered in the
location adjustments.

Shown on the following pages is a table summarizing eight apartment sales
Additional information concerning each sale, including recording data and a
photograph, is in the Addenda.


                                                                              58
<PAGE>

Apartment Sale Number 1, at $73,387 per unit, is a June 1996 sale of the Willow
Gardens Apartments, an 186-unit garden style walk-up apartment located in a
centrally-located middle-income neighborhood in San Jose. This is an average
quality complex in average condition at time of sale. There are 162, two
bedroom/two bath units, and 24, three bedroom/two bath units. The average unit
size is 861 square feet. Amenities consist of a pool, spa, recreation building,
and laundry rooms. The project sits on 6.40 acres, indicating a density of 29.06
units per acre. The project falls under San Jose Rent Control, which limits
rental increases to eight percent with pass-through for extraordinary and
capital expenses.

The purchase price of $13,650,000 represents a rentable per square foot
indicator of $85.17, and a per room value of $17,773. The GIM on actual rental
income is 7.04. On market rents, the GIM is 6.29, indicating reasonably good
upside rental potential. The Overall Capitalization Rate is 8.54 percent on
actual income less actual expenses adjusted for new taxes and reserves. The
cash-on-cash rate is 6.8 percent.

In comparison to the subject, a downward adjustment is required for location. As
noted, San Jose rent levels are higher than those found in Salinas. For example,
a two bedroom/two bath unit at Willow Garden is $1,000+, or about $200-300 per
unit higher than in Salinas. A downward adjustment of 25 percent as based on
rental differential appears reasonable. The subject's average unit size is
smaller. A 10 percent adjustment has been made. No size adjustment is required.
Adjusting downward by 35 percent, results in an indicated subject per unit value
of $48,000 (rounded).

Apartment Sale Number 2, at $63,000 per unit, is a July 1996 sale of the Ocean
Terrace Apartments, an 100-unit garden style walk-up apartment located in an
unincorporated area of Santa Cruz County between the cities of Capitola and
Santa Cruz. This is an average plus quality complex in above average condition
at time of sale. There are 52, two bedroom/ units, and 32, one bedroom/ units.
There are also 16, 3 bedroom units. The average unit size is 807 square feet.
Amenities consist of a pool, sauna, exercise room, and laundry rooms. The
project sits on 2.70 acres, indicating a density of 37 units per acre.

The purchase price of $6,300,000 represents a rentable per square foot indicator
of $78.04, and a per room value of $16,406. The GIM on actual rental income is
6.5. Market rents were about 3 percent higher than actual income during the six
month marketing period. The Overall Capitalization Rate is 8.6 percent on actual
income less actual expenses adjusted for new taxes and reserves. The cash-on-
cash rate is 8.1 percent.

In comparison to the subject, a downward adjustment is required for location. As
noted, Santa Cruz rent levels are higher than those found in Salinas. For
example, a two bedroom/two bath unit at Ocean Terrace is $800-850+, or about
$100-250 per unit higher than in Salinas. A downward adjustment of 15 percent as
based on rental differential appears reasonable. In addition, a downward
adjustment of 5 percent is made for the subject's larger size. Smaller
properties tend to sell at higher unit values because they appeal to a larger
group of buyers. Adjusting downward by 20 percent, results in an indicated
subject per unit value of $50,000 (rounded).


                                                                              59
<PAGE>

Apartment Sale Number 3, at $55,655 per unit, represents Fox Creek Village, an
168-unit two-story garden complex built in 1986, located nearby the subject in
north Salinas. Although newer and superior than the subject, Sale 3 is one of
the best comparables because of its nearby proximity. Physical characteristics
are superior. Fox Creek includes a pool, tennis court, recreation building and
laundry facilities. There are 76, one bedroom units; and, 92 two bedroom units.
The average unit size is 844 square feet. Some of the units have fireplaces.
Parking is by carport stalls and open spaces. The overall quality and condition
are good.

In comparison to the subject, a downward adjustment of 15 percent is required
for appeal and amenities. Another adjustment of 10 percent is made for this
property's lower effective age and larger average unit size. Although there are
no sales in Salinas to determine whether apartment property value has increased
since the September 1994 sale date, it is logical to assume that since rents are
now somewhat higher that values are likely higher as well. Consequently, an
upward adjustment of 5 percent is made. On balance, a negative 20 percent
adjustment is required indicating a subject unit value of approximately $44,500.

Apartment Sale Number 4, at $50,634 per unit, is located south of Freeway 280
near San Jose City Community College within single family and apartment
neighborhood. the project is under San Jose Rent Control Ordinance. This is
average quality and condition. The buildings are wood frame and stucco with flat
T&G roofs built in 1964 and 1970. There are 36, studios; 264 1br/1ba units; 20,
2br/1ba units; 5, 3br/2ba; and, 6 2br/2ba units. Amenities include 2 heated
pools, poolside grills, laundry rooms, recreation room, and volleyball. Elevator
served. Units have either balcony or patio and are separately metered. Average
condition. 1.5 parking spaces per unit (166 open spaces and 331 carport).
According to selling broker Bruce Hermann with Marcus & Millichap, gross
scheduled actual income at time of sale was $2,787,000, or approximately $700
per unit per month. Actual vacancy (and stabilized vacancy) was 4.38%.
Factoring-in taxes at market (per Prop 13), total expenses were reported at
approximately $1,100,000. Net operating income is estimated at $1,565,000.
Financing consisted of a 1st from St. Paul Federal Bank of $14,850,000 (VIR) 8%,
25-yr amortization and a seller second of $556,000 @ 7%, 2 years resulting in a
total annual debt service of $1,414,297. Cash flow (after debt service) is
$150,703, indicating a cash-on-cash rate of 11.1% on the cash downpayment of
$1,354,000. The marketing time was reported at 6 months. The sale reportedly did
not involve an exchange. This sale closed in August 1995, but was negotiated
several months prior.

In comparison to the subject, a downward adjustment is required for location,
although not nearly as great as the adjustment made for Sale 1. The subject has
superior appeal, but due to the locational difference a downward adjustment of
15 percent is made. A 5 percent upward adjustment is required for market
conditions, that is, rents have moved upward over the past 1.5 years. A 5
percent upward adjustment is made for size, but offsetting this is this
comparable's larger average unit size. On balance, this sale should be adjusted
down by 10 percent. This sale indicates a potential subject unit value of
$45,500 (rounded).


                                                                              60
<PAGE>

Apartment Sale Number 5, at $50,685 per unit, represents a nine building, two-
story, garden style complex of average quality. The project is located near
Highway 1 in the City of Santa Cruz. It is in a neighborhood of predominately
small bungalow single family homes built from 1930 to 1970; a new zero-lot line
SFR development is located directly across. There are 42 studio units with an
average size of 550 square feet; 60, 1br/1ba units @ 650 sf and, 44, 2br/1ba
units of 750 sf. The rentable area is 95,100 square feet (avg. unit = 651).
There are no recreational amenities except for pool and common utility rooms.
Landscaping is extensive in some areas. One-half of the units are subsidized
housing units. At time of sale, "market" rents were $600 for studio, $750 for 1
bedrooms, and $850 for two bedrooms. The gross and net incomes are estimates
based on reported actual income per MLS listing (#369018). According to
assessor's office, some buildings had deferred maintenance, however, cost to
repair are not known.

In comparison to the subject, a downward adjustment of 15 percent is required by
this comparable's superior location. No other adjustments are made. The
indicated subject unit value, therefore, is $43,000 (rounded).

Apartment Sale Number 6, at $74,348 per unit, is located in west Santa Cruz off
Highway 1. This is a good quality walk-up garden design built in 1989. It is the
newest complex built in west Santa Cruz area. Amenities include a swimming pool
and carport parking. There are no other recreational facilities, although the
complex is within a short drive to beaches and three miles to Santa Cruz Beach &
Boardwalk (good tenant appeal). The buyer paid $300,000 in repairs and $175,000
commission, thus actual price was somewhat higher than reported above. The
property was never exposed to the open market. The higher than normal
capitalization rate is reflective of this and the extra cost to the buyer of
repairs and commission. There are 18, 1br/1ba units; 69, 2br/2ba units; and, 28,
2br/2.5ba units. Market rents are about 3-5% higher than actual.

In comparison to the subject, downward adjustments are required for age/appeal,
unit size, location and size. We estimate these to be 35 percent (15% location,
5% size, and 10% age/appeal, and 5% unit size). The indicated subject value per
unit from this sale is $48,000 (rounded).

Apartment Sale Number 7, at $51,200 per unit, represents an average to good
quality garden style apartment complex located in north Salinas. There are 23, 1
bedroom units and 37, 2 bedroom units. The 60 unit complex is smaller than the
subject, however, it is very similar in location. Adjusting this sale down by 10
percent for size, and upward by 5 percent for improved market conditions since
date of sale results in an indicated subject value per unit of $48,500
(rounded). Although this is a nearby comparable, because of its smaller size and
older sales date less emphasis was placed on it in the final analysis.

Apartment Sale Number 8, at $53,125 per unit, represents the sale of the 112-
unit Cypress Landing Apartments in north Salinas. One of the last complexes to
have been built in Salinas, Cypress was completed in 1989. There are 12, two-
story buildings.


                                                                              61
<PAGE>

Amenities include a pool, hot tub, weight room, tennis court and recreation
building. All units have patios or balconies, refrigerators, R/O and
dishwashers; some have fireplaces. There are 36, 1br/1ba units; and, 76 2br/2ba
units measuring between 955 to 985 square feet. Carport and open parking. The
average unit size is 899 square feet. Gross annual income at time of sale was
$925,740, and net operating income was $573,218, indicating a cap rate of 9.69%.

Normally, a 1991 sale would not be used as part of a primary sales analysis. In
this case, given the scarcity of large apartment sales in Salinas, it has been
used.

No adjustment is required for location. Cypress is newer and has superior appeal
than the subject. It is also smaller. A 20 percent downward adjustment is
reasonable for these factors. On the other hand, an upward adjustment of 5
percent is made for improved market conditions since late 1991. On balance, a
negative 15 percent adjustment is applied indicating a subject unit value of
$45,000 (rounded).

Sales Comparison Approach Summary & Conclusion

The sales analyzed in the sales comparison approach range in size from 60 to 331
spaces, and in unadjusted price from $50,634 to $74,387 per unit. After
adjustment, the sales indicated the following range of value:

      Sale 1    Sale 2    Sale 3    Sale 4    Sale 5    Sale 6
      ------    ------    ------    ------    ------    ------
      $48,000   $50,000   $44,500   $45,500   $43,000   $48,000

      Sale 7    Sale 8              Average = $46,563
      ------    ------              Median  = $48,000
      $48,500   $45,000             

For one reason or another, the sales are not highly similar. They do, however,
provide a reasonably narrow range of potential subject value. The sales
consistently group around $45,000-46,000 per unit; all three sales in Salinas
sold in the low to mid-$50,000 per unit range, but all three are superior. In
our opinion, a unit value of $45,500 is a reasonable and supportable per unit
value to apply to the subject property.

      193 units         x         $45,500/unit        $8,780,000(rd)

Check for Reasonableness: Based on a market value of $8,780,000, the subject
property would have the following unit of comparison indicators:

      Price Per Rentable SF:              $ 71.88
      Price Per Room:                     $14,417
      GIM:                                    6.4

Price Per Rentable SF: The range of the comparables is $59.11 to $85.17. The
subject falls towards the middle of this range; consequently, the above price
appears reasonable by this method.


                                                                              62
<PAGE>

Price Per Rentable SF: The range of the comparables is $59.11 to $85.17. The
subject falls towards the middle of this range; consequently, the above price
appears reasonable by this method.

Price Per Room: The range of the comparables is $14,157 to $19,344; most are in
the $14,000 to $16,000 range. The subject is at the lower end, but is not out of
line.

GIM: The subject has a high expense ratio which should be considered in
selecting the appropriate GIM. The range of the comparables is 6.01 to 7.83;
most range from 6.01 to 6.8. At 6.4, the subject is probably at the higher end
given its relatively high expense ratio as compared to the comparables. However,
in this case, the upside potential is good. Consequently, the higher multiple is
not unreasonable.

Consequently, the subject is valued by the Sales Comparison Approach at
$8,780,000.


                                                                              63
<PAGE>

RECONCILIATION OF THE VALUE ESTIMATES

The market value of the subject property has been estimated by two of the three
traditional appraisal approaches. The indications given by each are summarized
as follows:

================================================================================
            Income Approach                    $8,400,000
            Sales Comparison Approach          $8,780,000
================================================================================

In order to determine our final opinion of value, the reliability and relevance
of each value based upon the quality of data collected, and the applicability of
the assumptions underlying each approach was considered.

The cost approach was not used in this appraisal. Although it may have some
relevancy, it is not a primary valuation method.

The Sales Comparison Approach is a more accurate method than the cost approach,
but is flawed to some degree by the limited number of comparable sales in the
Salinas area. The sales that were available, however, provided consistent
support.

The Income Capitalization Approach is the better of the two methods, but is also
flawed to some degree by the lack of recent sales in Salinas. The sales provided
a strong central tendency in indicating that capitalization rates are within a
fairly narrow range of 8.0 to 9.5 percent; however, market conditions are
improving and capitalization rates are decreasing. Without recent empirical data
in Salinas, however, it is difficult to pinpoint a specific rate for the subject
property. Still, most weight has been given to the Income Approach in concluding
a final value estimate.

STATEMENT OF VALUE

Based on the foregoing analysis, the value of the subject property, as of
September 28, 1996, is estimated as follows:

                   EIGHT MILLION FIVE HUNDRED THOUSAND DOLLARS
                                  ($8,500,000)


                                                                              64
<PAGE>

MARKETING PERIOD
- --------------------------------------------------------------------------------

The sales marketing time is the time that it should take to market and sell the
property in its "as is" condition as of the date of the appraisal. This should
not be confused with exposure time which is the amount of time necessary to
expose a property to the open market in order to achieve a sale.

Marketing time is a forward estimate of the amount of time necessary to expose a
property on the open market in order to achieve a sale from the effective date
of the appraisal.

Indications of the marketing times associated with the "as is" market value
estimates are provided by the marketing time of sale comparables, and interviews
with participants in the market. The sales marketing period is a period of time
that is reasonable in light of a given property's characteristics and market
conditions, based on certain assumptions. To our knowledge, there have been no
sales the size of the subject in the Northern Monterey County market area over
the past year. Sales from other parts of Northern California indicate that the
marketing time would be less than 6 months.

Apartment sales that have taken place over the past 24 months indicate that
marketing times rarely exceed 6 months, and usually fall between 1 to 6 months.
The length of time is not only a function of physical and locational
characteristics, but the marketing and pricing. Based on the subject
characteristics and assuming a list price close to the estimated market value,
marketing time is estimated at 2-5 months.

EXPOSURE PERIOD
- --------------------------------------------------------------------------------

USPAP requires that an estimate of reasonable exposure time be made in the
performance of an appraisal where the value being sought is "as-is.

In the USPAP, the Comment to Standards Rule 1-2(b) states:

When estimating market value, the appraiser should be specific as to the
estimate of exposure time linked to the value estimate.

The Comments to Standard Rules 2-2(a)(v) and 2-2(b)(v) state:

Defining the value to be estimated requires both an appropriately referenced
definition and any comments needed to clearly indicate to the reader how the
definition is being applied [See Standards Rule 1-2(b)].

The Statement issued by the Appraisal Standards Board is as follows:


                                                                              65
<PAGE>

Reasonable exposure time is one of a series of conditions in most market value
definitions. Exposure time is always presumed to precede the effective date of
the appraisal.

Exposure time may be defined as follows: The estimated length of time the
property interest being appraised would have been offered on the market prior to
the hypothetical consummation of a sale at market value on the effective date of
the appraisal; a retrospective estimate based upon an analysis of past events
assuming a competitive and open market.

Exposure time is different for various types of real estate and under various
market conditions. It is noted that the overall concept of reasonable exposure
encompasses not only adequate, sufficient and reasonable time but also adequate,
sufficient and reasonable effort. This statement focuses on that time component.

The fact that exposure time is always presumed to occur prior to the effective
date of the appraisal is substantiated by related facts in the appraisal
process: supply/demand conditions as of the effective date of the appraisal; the
use of current cost information; the analysis of historical sales information
(sold after exposure and after completion of negotiations between the seller and
buyer); and the analysis of future income expectancy estimated from the
effective date of the appraisal.

Since there are few comparable properties to the subject that have sold in this
market area, estimating exposure time is based more on discussions with
knowledgeable real estate professionals. All of the sales with known marketing
times took less than 6 months.

The exposure time period assumes that the subject is appropriately priced and
marketed. Obviously, a list price that is significantly higher than what the
property is worth will result in a longer than typical marketing period.
Although it could be sooner or later, our best estimate of an exposure period
(based on our appraised value) is 4 months.

ALLOCATION OF FURNITURE, FIXTURES AND EQUIPMENT
- --------------------------------------------------------------------------------

For the most part, apartment in the subject region do not require significant
furniture, fixtures or equipment as part of the ongoing operation of the
property. In the case of the subject, FF&E is minimal and contributes only a
nominal value to the overall property worth. Personal property items observed on
the premises include pool equipment, furniture in the recreation/clubhouse,
office furniture and equipment (e.g., computer/printer) carts, supplies, etc.

The market value of the above is estimated at less than $15,000. Some of the
personal property items such as the computer and copier (i.e., office equipment)
would be removed upon sale. All of the comparables had similar amounts of
personal property items that were included in the sale, thus there is no need
for an adjustment.


                                                                              66
<PAGE>

Although not as management intensive as a hotel, apartments require management
expertise that technically creates some (minor) going-concern value. In valuing
the subject, any going-concern/goodwill has effectively been removed by
deducting an offsite professional management fee. The net incomes estimated from
each sale comparable also had offsite management fees deducted. It is assumed
that the subject will continue to operate under professional management.

In conclusion, the estimated market value of the subject is of the real estate
only; FF&E (personal property) is nominal and any going-concern/goodwill value
would have been removed in the deduction of an offsite professional management
fee.

ASSUMPTIONS AND LIMITING CONDITIONS
- --------------------------------------------------------------------------------

The estimate of value contained herein is based upon and subject to the
following assumptions and qualifying conditions, to which the addressee shall be
deeded to consent by acceptance hereof:

It is assumed that merchantable fee simple title, free of encumbrance, is vested
in the owner of record. It is recognized that a potential purchaser would likely
consider the effect of value through consideration of the maximum conventional
financing available for the property type as of the date of value.

It is assumed that the property is subject to lawful, competent and informed
ownership and management. It is also assumed that all financial information on
the business operation is correct; errors or misstatements may have a material
impact on the appraised value. We reserve the right to make changes if such
errors or misstatements were later discovered.

It is assumed that the information supplied by the addressee as to the parcel or
parcels of real estate is correct and complete, including the legal description
as it appears in this report. The appraisers assume no responsibility for
matters of legal nature affecting the property or the title thereto, nor does
the appraisers render any opinion as to title. No attempt has been made to
render an opinion of or status of easements that may exist.

It is understood that exhibits included in this report are solely for the
purpose of assisting the reader to visualize or understand its content and are
not intended to be exact in scale or detail. It is understood that no survey has
been made to render an opinion of or status of easements that may exist.

It is understood that material contained herein which is stated to be or is
obviously furnished by others is believed to reliable but has not been verified
except as specifically stated. Such information is believed to be true and
correct; however, no responsibility for accuracy can be assumed by the
appraisers.


                                                                              67
<PAGE>

We are not required to give testimony or appear in court because of having made
this appraisal, with reference to the property in question, unless arrangements
have been previously; made therefor.

The distribution of the total valuation in this report between land and
improvements applies only under the existing program of utilization. The
separate valuations of land and building must not be used in conjunction with
any other appraisal and are invalid if so used.

If this appraisal contains a valuation relating to a geographical portion of a
large parcel or tract or real estate, the value reported for such geographical
portion relates to such portion only and should not be construed as applying
with equal validity to other portions of the larger parcel or tract, and the
value of all geographical portion may or may not equal the value to the entire
parcel or tract considered as an entity.

We assume that there are no hidden or unapparent conditions of the property,
subsoil or structures which would render it more or less valuable. We assume no
responsibility for such conditions or for engineering which might be required to
discover such factors. The appraisers assume the mechanical equipment to be in
good working order unless expressed otherwise.

Unless otherwise stated in this report, the existence of hazardous materials,
which may not be present on the property, was not observed by the appraisers.
The appraisers have no knowledge of the existence of such materials on or in the
property. The appraisers, however, are not qualified to detect such substances.
The presence of substances such as asbestos, urea-formaldehyde foam insulation,
or other potentially hazardous materials may affect the value of the property.
The value estimate is predicated on the assumption that there is no such
material on or in the property that would cause a loss in value. No
responsibility is assumed for any such conditions, or for any expertise or
engineering knowledge required to discover them. The client is urged to retain
an expert in this field, if desired.

All information and comments concerning the location, neighborhood, trends,
construction quality and costs, loss in value from whatever cause, condition,
rents, or any other data of the property appraised herein represent the
estimates and opinions of the appraisers formed after an examination and study
of the property.

While it is believed the information, estimated and analysis given and the
opinions and conclusions drawn therefrom are correct, the appraisers do not
guarantee them and assumes no liability for any errors in fact in analysis or in
judgment.

Disclosure of the contents of this appraisal report (especially any conclusions
as to value), the identity of the appraisers or the firm with which they are
connected, or any reference to the Appraisal Institute, or the SRPA/MAI
designations shall not be disseminated to the public through advertising media,
public relations media, news media, sales media, or any


                                                                              68
<PAGE>

other public means of communication without the prior written consent and
approval of the undersigned.

The appraisers are considered the owner of the report, and delivery of same has
been to addressee only for his specific intended real estate decision.

Certain forms, formatting and techniques contained herein are private property
and proprietary in nature. As such, they are protected under state and federal
laws covering trademarks, copyrighting, etc. Copying or re-use is strictly
prohibited without expressed written consent.

Certain information contained herein is considered "not for public knowledge"
and is provided herein "under strictest confidence." Said information shall be
used only in connection with the business decision as specifically described in
the function of the appraisal. No other use of any information contained herein
is permitted. Said information shall not be re-used, shared, disclosed, etc.,
except in accordance with the certification, limiting conditions, function and
purposes as contained herein. Any deviation from the above may subject the user
to additional legal action for invasion of privacy.

Acceptance and use of this report constitutes specific and implied consent to
all condition, limitations, etc. Further, the client shall hold harmless the
appraisers for any unpermitted use or action resulting from such use.

On appraisals subject to satisfactory completion of repairs, alterations, or new
construction, the appraisal report and value conclusions are contingent upon
completion of the improvements in a timely and workmanlike manner, and as of the
effective date of the appraisal.

Any projections in income and expenses in this report are not predictions of the
future. Instead, they are an estimate of current thinking of market participants
of what future income and expenses will be. No warranty or representation is
made that these projections will materialized.

This appraisal was prepared for Home Savings as client to be used in lending
decisions or any related business pertaining to its interest in the appraised
property. If an informational copy has been provided to the owner it should not
be utilized for other functions.

The Americans with Disabilities Act (ADA) became effective January 26, 1992. The
appraiser has not made a specific compliance survey and analysis of this
property to determine whether or not it is in conformity with the various
detailed requirements of the ADA.


                                                                              69
<PAGE>

CERTIFICATION OF APPRAISAL
- --------------------------------------------------------------------------------

I certify that, to the best of my knowledge and belief:

1. The statements of fact contained in this report are true and correct.

2. The reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions, and are our personal, unbiased
professional analyses, opinions and conclusions.

3. I have no present or prospective interest in the property that is the subject
of this report, and we have no personal interest or bias with respect to the
parties involved.

4. My compensation is not contingent upon the reporting of a predetermined value
or direction in value that favors the cause of the client, the amount of the
value estimate, the attainment of a stipulated result, or the occurrence of a
subsequent event.

5. The analyses, opinions and conclusions were developed, and, this report has
been prepared, in conformity with Title XI of the Federal Financial Institutions
Reform, Recovery, and Enforcement Act of 1989 (FIRREA) and its regulations, as
well as the Code of Professional Ethics and Standards of the Professional
Conduct of the Appraisal Institute and the Uniform Standards of Professional
Appraisal Practice (USPAP) of the Appraisal Foundation and the Appraisal
Institute.

6. Robert Saia and James Barcells, SRA have made a personal inspection of the
property. Mr. Saia's General Certificate from the State of California is valid
and in good standing as of the appraisal date.

7. No one other than the undersigned prepared the analyses, conclusions, and
opinions concerning real estate that are set forth in this appraisal report. It
should be noted that James Barcells helped with the preparation of the report.

8. The use of this report is subject to the requirements of the Appraisal
Institute relating to review by its duly authorized representatives.

9. Members of the Appraisal Institute are required to meet certain continuing
education requirements. As of the date of this report, Mr. Saia have completed
the requirements of the continuing education program of the Appraisal Institute.

/s/ Robert S. Saia
- ----------------------------
Robert S. Saia, MAI
OREA Cert #AG003191


                                                                              70
<PAGE>

                                   - ADDENDA -


                                                                              71
<PAGE>

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<PAGE>

                              REGIONAL LOCATION MAP


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<PAGE>

                            NEIGHBORHOOD LOCATION MAP


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<PAGE>

                                   ZONING MAP


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<PAGE>

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<PAGE>

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<PAGE>

                               RENTAL LOCATION MAP


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<PAGE>

                          COMPARABLE SALES LOCATION MAP


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<PAGE>

                         COMPARABLE SALES LOCATION MAP           Santa Cruz


                                [GRAPHIC OMITTED]
<PAGE>

                         COMPARABLE SALES LOCATION MAP           San Jose


                                [GRAPHIC OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 1

Project Name:                 Willow Garden Apartments

Location:                     1750 Stokes Street, San Jose

Assessor's Parcel No.:        284-24-008

Grantor:                      Marie Helen Pejcha Trust

Grantee:                      Willow Gardens Ltd.

Rec. Doc. #:                  #13330744

Sales Date:                   June 14, 1996

Sales Price:                  $13,650,000

No. of Units:                 186

Condition/Quality:            Average/average

Site Area:                    6.40 acres (29.06 du/ac)

Year Built:                   1971

- --------------------------------------------------------------------------------
Value Indicators:             Price/Unit: $73,387      Price/Room: $17,773
                              GIM: 7.04                Price/RSF:  $85.17
- --------------------------------------------------------------------------------

Stabilized NOI Est.:          $1,165,752

- --------------------------------------------------------------------------------
OAR:                          8.54%
- --------------------------------------------------------------------------------

Occupancy:                    99.0% (1 unit vacant @ time of sale)

Financing:                    see comments below

Comments:                     Average quality garden style two-story walk-up
built in 1971. Average condition and appeal. There are 162, two bedroom/two bath
units, and 24, three bedroom/2 bath units. Gross rentable area is 163,740 sf
Zoning is R-4, high density. Located in area of apartments, condominiums and
single family homes (middle income) with commercial/retail along major
arterials. Centrally-located, close to shopping, schools, employment and freeway
access. Financing terms consisted of $10,600,000 first, and a seller second of
$1,275,000 @ 8%, 2 yrs. The buyer put down $1,775,000. The
<PAGE>

market income is estimated at $2,170,200 and the actual was $1,940,052 at time
of sale. The market derived GIM is 6.29, and the market derived OAR is 9.06%
(actual OAR = 8.54%). Under San Jose Rent Control Ordinance which limits annual
rent increases to 8 percent.

Source/Confirmation: various, including public records, inspection, Comps Inc.,
Stan Jones Marcus & Millichap.

                                [GRAPHIC OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 2

Project Name:                 Ocean Terrace

Location:                     1630 Merrill Street, Santa Cruz

Assessor's Parcel No.:        027-274-41

Grantor:                      Santa Cruz Central Investments

Grantee:                      D&M Piterman

Rec. Doc. #:                  #8760321

Sales Date:                   July 12, 1996

Sales Price:                  $6,300,000

No. of Units:                 100

Condition/Quality:            Average+/Average+

Site Area:                    2.7 acres (37 un/ac)

Year Built:                   1972

- --------------------------------------------------------------------------------
Value Indicators:             Price/Unit: $63,000      Price/Room: $16,406
                              GIM: 6.5                 Price/RSF:  $78.04
- --------------------------------------------------------------------------------

Stabilized NOI Est.:          $543,984

- --------------------------------------------------------------------------------
OAR:                          8.6%
- --------------------------------------------------------------------------------

Occupancy:                    100% (0 unit vacant @ time of sale)

Financing:                    New First from Home Savings (see below)

Comments:                     100 unit garden style two-story walk-up built in
1972. It is located in an unincorporated area of Santa Cruz County one mile from
the city limits of Santa Cruz and two miles north of Capitola Village, a seaside
tourist area. The neighborhood is predominately average quality single family
and apartments with scattering of mobilehome parks and small retail/shopping
centers. The ocean is approximately one-half mile south. Amenities include a
pool, sauna, three laundry rooms,
<PAGE>

on-site manager's office, and exercise room. There are six buildings on the 2.7
acre site. Construction is wood frame and wood siding and stucco. Roofs are flat
tar and gravel. Parking is 130 spaces. All units feature AEK kitchens including
dishwashers, refrigerators, garbage disposals and R/O's. There are 32, 1br/1ba
units containing 624 sf 40, 2br/1ba units measuring 860 sf, 12 units are
2br/1.5ba @ 923 sf, and, 16 are 3br/2ba units @ 955 square feet. Market rents
range from $680-695 for the 1br units to $955-$980 for the 3br units. The 2br
units range from $780 to $855. Based on market rents, the monthly gross rental
income is $79,950. Laundry income is $1,125 per month. The actual income for
January 1996 was $77,480, or 3% below market. Based on market rental income and
laundry income, gross annual income is projected (over next 12 months) at
$972,900. Deducting 4 percent for vacancy and collection loss, results in EGI of
$933,984. Expenses estimated by seller are approximately $390,000 (including
reserves), resulting in a NOI of $543,984 and a cap rate of 8.6 percent. The
Home Savings first loan has an estimated annual debt service of $416,044,
yielding cash flow of $127,939 and a cash-on-cash rate of 8.1%. reportedly, the
property was purchased by the seller in 1985 at $5,200,000 (unconfirmed).

Source/Confirmation: Home Savings of America, South Bay Equities

                                [GRAPHIC OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 3

Project Name:                 Fox Creek Village

Location:                     196 W. Alvin Road, Salinas

Assessor's Parcel No.:        261-631-010

Grantor:                      Sollecito

Grantee:                      Fox Creek Partners

Rec. Doc. #:                  Reel 3151 pg 1419

Sales Date:                   September 24, 1994

Sales Price:                  $9,350,000

No. of Units:                 168

Condition/Quality:            Good/Good

Site Area:                    7.84 acres (21.43 du/ac)

Year Built:                   1986

- --------------------------------------------------------------------------------
Value Indicators:             Price/Unit: $55,655      Price/Room: $15,688
                              GIM: 6.8                 Price/RSF:  $66.31
- --------------------------------------------------------------------------------

Stabilized NOI Est.:          $850,850

- --------------------------------------------------------------------------------
OAR:                          9.1%
- --------------------------------------------------------------------------------

Occupancy:                    96.5%

Financing:                    New loan through Bank of America

Comments:                     Well-located in north Salinas near schools and
shopping. Fox Creek consists of 76, 1br/1ba units measuring 708 Sf, 24, 2br/1ba
units @ 875 sf, and, 68, 2br/1ba units @ 986 sf 36 units have wood burning
fireplaces. Units include patios or balconies, refrigerators, microwaves,
dishwashers, disposals, and laundry hook-ups. Amenities include a pool, tennis
court, and recreation room. Financing terms were not available, although there
was a first made by Bank of America at market rate and terms. Assuming normal
downpayment and market interest rate at time of sale, cash-on-
<PAGE>

cash is estimated at 9.87%. No rent control. Vacancy at time of sale was
reported at 3.5 percent. One covered parking space plus open parking. Garden-
design walk-up.

Source/Confirmation: various, including public records, inspection, etc.

                                [GRAPHIC OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 4

Project Name:                 Kingdale Oaks

Location:                     1919 Fruitdale Avenue, San Jose

Assessor's Parcel No.:        282-40-022,023

Grantor:                      Marie Helen Pejcha Trust

Grantee:                      Tod & Catherine Spieker

Rec. Doc. #:                  #12983233

Sales Date:                   August 15, 1996

Sales Price:                  $16,760,000

No. of Units:                 331

Condition/Quality:            Average/Average

Site Area:                    11.76 acres (28.15/un per ac)

Year Built:                   1970

- --------------------------------------------------------------------------------
Value Indicators:             Price/Unit: 50,634       Price/Room: $16,878
                              GIM: 6.01                Price/RSF:  $66.22
- --------------------------------------------------------------------------------

Stabilized NOI Est.:          $1,565,000

- --------------------------------------------------------------------------------
OAR:                          9.3%
- --------------------------------------------------------------------------------

Occupancy:                    95.62% (14 units vacant @ time of sale)

Financing:                    See Comments Below

Comments:                     Located south of Freeway 280 near San Jose City
Community College within single family and apartment neighborhood. Close to
shopping, schools and freeway access. Zoned R24 and R4 (high density
residential). Under San Jose Rent Control Ordinance. Average quality, wood frame
and stucco buildings (flat T&G roofs) built in 1964 and 1970. There are 36,
studios; 264 1br/1ba units; 20, 2br/1ba units; 5, 3br/2ba; and, 6 2br/2ba units.
Amenities include 2 heated pools, poolside grills, laundry rooms, recreation
room, and volleyball. Elevator served. Units have either balcony or
<PAGE>

patio and are separately metered. Average condition. 1.5 parking spaces per unit
(166 open spaces and 331 carport). According to selling broker Bruce Hermann
with Marcus & Millichap, gross scheduled actual income at time of sale was
$2,787,000. Actual vacancy (and stabilized vacancy) was 4.38%. Factoring-in
taxes at market (per Prop 13), total expenses were reported at approximately
$1,100,000. Net operating income is estimated at $1,565,000. Financing consisted
of a 1st from St.Paul Federal Bank of $14,850,000 (VIR) 8%, 25-yr amortization
and a seller second of $556,000 @ 7%, 2 years resulting in a total annual debt
service of $1,414,297. Cash flow (after debt service) is $150,703, indicating a
cash-on-cash rate of 11.1% on the cash downpayment of $1,354,000. The marketing
time was reported at 6 months. The sale reportedly did not involve an exchange.

Source/Confirmation: Marcus & Millichap (415) 494-8900

                                [GRAPHIC OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 5

Project Name:                 Hidden Creek Apartments

Location:                     200 Button Street, Santa Cruz

Assessor's Parcel No.:        008-202-026

Grantee:                      Hidden Creek

Rec. Doc. #:                  #5547479

Sales Date:                   July 24, 1994

Sales Price:                  $7,400,000

No. of Units:                 146

Condition/Quality:            Avg/Avg

Site Area:                    3.8 acres (37 du/ac)

Year Built:                   1973

- --------------------------------------------------------------------------------
Value Indicators:             Price/Unit: $50,68       Price/Room: $16,818
                              GIM; 6.78                Price/RSF: $77.81
- --------------------------------------------------------------------------------

Stabilized NOI Est.:          $710,400

- --------------------------------------------------------------------------------
OAR:                          9.6%
- --------------------------------------------------------------------------------

Occupancy:                    98% (est)

Financing:                    Not available

Comments:                     Nine two-story buildings, garden style, complex of
average quality. Located near Highway 1 in City of Santa Cruz. located in
neighborhood of predominately small bungalow single family homes built from 1930
to 1970; a new zero-lot line SFR development is located directly across. There
are 42 studio units with an average size of 550 square feet; 60, 1br/1ba units @
650 sf, and, 44, 2br/1ba units of 750 sf. The rentable area is 95,100 square
feet (avg unit = 651 ).There are no recreational amenities except for pool and
common utility rooms. Landscaping is extensive in some areas. One-half of the
units are subsidized housing units. At time of sale, "market" rents were $600
for studio, $750 for 1 bedrooms, and $850 for two bedrooms. The gross and
<PAGE>

net incomes are estimates based on reported actual income per MLS listing
(#369018). According to assessor's office, some buildings had deferred
maintenance, however, cost to repair are not known.

Source/Confirmation: various, including public records, assessor, MLS

                                [GRAPHIC OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 6

Project Name:                 North Bay Apartments

Location:                     41 Grandview Street, Santa Cruz

Assessor's Parcel No.:        002-051-65

Grantor:                      EQR Northbay Chicago Inc.

Grantee:                      Sequoia Equities

Rec. Doc. #:                  #7770608

Sales Date:                   December 1995

Sales Price:                  $8,550,000

No. of Units:                 115

Condition/Quality:            Good/Good

Site Area:                    5.17 (22.2 du/ac)

Year Built:                   1989

- --------------------------------------------------------------------------------
Value Indicators:             Price/Unit: $74,348      Price/Room: $19,344
                              GIM: 6.11                Price/RSF: $81.88
- --------------------------------------------------------------------------------

Stabilized NOI Est.:          $867,825

- --------------------------------------------------------------------------------
OAR                           10.15%
- --------------------------------------------------------------------------------

Occupancy:                    1000/a (no vacancy at time of sale)

Financing:                    $2,425,000 down, $6,300,000 first (see below)

Comments:                     Good quality walk-up garden design built in 1989.
Newest complex built in west Santa Cruz area. Located off Highway 1 (Mission
Street) in area of single family and apartments/condos. Above average to good
location. Buyer paid $300,000 in repairs and $175,000 commission, thus actual
price was somewhat higher than reported above. The property was never exposed to
the open market. The higher than normal capitalization rate is reflective of
this and the extra cost to the buyer of repairs and
<PAGE>

commission. There are 18, 1br/1ba units; 69, 2br/2ba units; and, 28, 2br/2.5 ba
units. Market rents are about 3-5% higher than actual. Amenities include a
swimming pool and carport parking. No other recreational facilities, although
the complex is within a short drive to beaches and three miles to Santa Cruz
Beach & Boardwalk. Overall good tenant appeal.

Source/Confirmation: various, including public records, broker

                                [GRAPHIC OMITTED]
<PAGE>

                                [GRAPHIC OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 7

Location:                     2186-2198 Brutus Street, Salinas

Assessor's Parcel No.:        253-081-015

Grantee:                      Tom Favazza

Rec. Doc. #:                  #35062

Sales Date:                   May 26, 1993

Sales Price:                  $3,072,000

No. of Units:                 60

Condition/Quality:            Good/Good

Site Area:                    1.8+/- ac (33 du ac)

Year Built:                   1988+/-

- --------------------------------------------------------------------------------
Value Indicators:             Price/Unit: $51,200      Price/Room: $14,157
                              GIM: 7.83                Price/RSF: $61.46
- --------------------------------------------------------------------------------

Stabilized NOI Est.:          $242,445

- --------------------------------------------------------------------------------
OAR:                          7.9%
- --------------------------------------------------------------------------------

Occupancy:                    Not available

Financing:                    Not available

Comments:                     Average to good garden style complex located off
N. Main Street in north Salinas. Close to shopping, schools, and freeway access.
There are 23, 1br/1ba units, and 37 2br/2a units. Total rentable area is 49,980
sf. Average unit size is 833 sf. Market income at time of sale was estimated at
$392,445. Vacancy and expenses were estimated at $150,000, resulting in an
estimated NOI of $242,445 (7.9% cap rate).

Source/Confirmation: public records, damar
<PAGE>

                                [GRAPHIC OMITTED]
<PAGE>

                             APARTMENT SALE NUMBER 8

Project Name:                 Cypress Landing Apartments

Location:                     552 Rico Street, Salinas

Assessor's Parcel No.:        261-201-018

Grantee:                      William Lewis

Rec. Doc. #:                  Reel 2692 pg: 0774

Sales Date:                   November 1991

Sales Price:                  $5,950,000

No. of Units:                 112

Condition/Quality:            Good/Good

Site Area:                    6 acres (18.7du/ac)

Year Built:                   1989

- --------------------------------------------------------------------------------
Value Indicators:             Price/Unit: $53,125      Price/Room: $14,442
                              GIM: 6.4                 Price/RSF:. $59.11
- --------------------------------------------------------------------------------

Stabilized NOI Est.:          $573,218

- --------------------------------------------------------------------------------
OAR:                          9.69%
- --------------------------------------------------------------------------------

Occupancy:                    2.7% (3 units vacant @ time of sale)

Financing:                    All cash to seller

Comments:                     Two story, garden style apartment complex of good
quality and condition, built in 1989. One of the last apartment complexes to
have been built in the north Salinas area. Close to shopping, schools and
freeway access. 12, two-story buildings. Amenities include pool, hot tub, weight
room, tennis court and recreation building. All units have patios or balconies,
refrigerators, R/O and dishwashers; some have fireplaces. There are 36, 1br/1ba
units; and, 76 2br/2ba units measuring between 955 to 985 square feet. Carport
and open parking. No rent control. 899 sf average unit size.
<PAGE>

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                                 SKETCH ADDENDUM


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                                 SKETCH ADDENDUM


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                                 SKETCH ADDENDUM


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09/28/96               LINCOLN RESIDENTIAL MGMT SERVICES                Page 1
5:02                         Harding Park Townhouses                    ID F:106
                         Available Unit. As Of 09/27/96


<TABLE>
<CAPTION>
Make-ready categories are: TRASH, DAMAG, HVAC, ELECT, APPLI, PAINT, FLOOR, CLEAN.

==========================================================================================================================
Type  Unit  Mk. Ready  Vac.  Unit rent  Unit Notes      Applicant          Applied   Due in    Make Ready Assessment  Code
====  ====  =========  ====  =========  ==============  =================  ========  ========  =====================  ====
<S>   <C>   <C>        <C>   <C>        <C>             <C>                <C>       <C>       <C>                    <C>

VACANT UNITS, MAKE-READY NOT COMPLETED PRE-LEASED:
==================================================

C1       6  NNNNNNNNN     3     895.00  ______________  Vigil, Gary         09/11/96  10/03/96  Vacated: 09/24/96


==========================================================================================================================
Type  Unit   Due Out   Vac.  Unit rent  Unit Notes      Applicant          Applied   Due in    Make Ready Assessment  Code
====  ====  =========  ====  =========  ==============  =================  ========  ========  =====================  ====

OCCUPIED UNITS, CURRENT Resident 0N NOTICE TO VACATE PRE-LEASED:
================================================================

B1       3  10/01/96     -4     775.00  ______________  Abella, Oiris      09/11/96  10/08/96  _____________________

==========================================================================================================================
</TABLE>
<PAGE>

09/28/96               LINCOLN RESIDENTIAL MGMT SERVICES                Page 1
5:02                         Harding Park Townhouses                    ID 3.6.1
                                    All Units

<TABLE>
<CAPTION>
== Unit Profile ==     ==== Scheduled vs Actual Rent ===   ====================   ==Moved=    == Current Lease ===    Security  YNAD
ID.     Type  SqFt     Amount   /SqFt     Amount   /SqFt   Current Lease             In        Begin        End       Deposit   Stat
======  ==== =====     ======   =====     ======   =====   ====================   ========    ========    ========    =======   ====
<S>     <C>   <C>      <C>      <C>       <C>      <C>     <C>                    <C>         <C>         <C>         <C>      <C>
  1     B1     950     775.00   0.816     775.00   0.816   Klopson, Nakelle       01/06/95    01/06/95    07/06/95     600.00   Y --
  2     B1     950     775.00   0.816     765.00   0.805   Scheinder, Kathryn     11/21/95    11/21/95    08/19/96    1000.00   Y --
  3     B1     950     775.00   0.816     700.00   0.737   Norris, Deidra         08/01/95    08/27/95    05/26/96     600.00   Y OL
  4     B1     950     775.00   0.816     720.00   0.758   Alacala, Nicolas       11/15/94    11/15/94    09/30/96     500.00   Y --
  5     B1     950     775.00   0.816     720.00   0.758   Rodriguez, Daniel      06/04/94    06/04/94    10/17/96     500.00   Y --
  6     C1    1100     895.00   0.814       0.00   0.000   VACANT/PRELEASED                               09/24/96     500.00   N VL
  7     C1    1100     895.00   0.814     845.00   0.768   Contreras, Christin    10/29/94    09/11/96    07/10/97     500.00   Y --
  8     B1     950     775.00   0.816     775.00   0.816   Garcia, Dena           09/06/96    09/07/96    07/06/97     500.00   Y --
  9     B1     950     775.00   0.816     700.00   0.737   Schmidt, Albert        11/14/90    11/14/90    11/13/91     500.00   Y --
 10     C1    1100     895.00   0.814     890.00   0.809   Linosnero, Jovencio    11/18/95    08/07/96    06/06/97     500.00   Y --
 11     C1    1100     895.00   0.814     895.00   0.814   Trotter, Danielle      05/27/93    05/27/93    05/27/94     535.00   Y --
 12     B1     950     775.00   0.816     675.00   0.711   Taylor, Tina           08/01/94    08/01/94    08/01/95     500.00   Y --
 13     B1     950     775.00   0.816     775.00   0.816   Cariaga, David         03/26/96    03/26/96    06/25/96     500.00   Y --
 14     C1    1100     895.00   0.814     850.00   0.773   Garnese, Theresa       07/22/95    08/01/96    07/31/97     920.00   Y --
 15     C1    1100     895.00   0.814     895.00   0.814   Rico, Yolanda          06/01/96    06/01/96    05/31/97     500.00   Y --
 16     B1     950     775.00   0.816     650.00   0.684   MCCLAIN, GLENNA        09/23/95    09/09/96    07/08/97     500.00   Y --
 17     B1     950     775.00   0.816     775.00   0.816   Nolasco, Julio         05/18/96    05/18/96    05/17/97     500.00   Y --
 18     C1    1100     895.00   0.814     895.00   0.814   Bass, Patricia         06/07/96    06/07/96    06/06/97     700.00   Y --
 19     C1    1100     895.00   0.814     825.00   0.750   Wilson, Kim            06/03/93    09/13/96    05/12/97     570.00   Y --
 20     B1     950     775.00   0.816     735.00   0.774   Ceja, Hector           04/18/95    04/18/95    07/31/96     500.00   Y --
 21     B1     950     775.00   0.816     700.00   0.737   Pearson, Steven        12/03/94    06/12/95    07/14/97     500.00   Y --
 22     C1    1100     895.00   0.814     895.00   0.814   Rodriguez, Patricia    04/20/96    05/02/97    05/31/97     500.00   Y --
 23     C1    1100     895.00   0.814     895.00   0.814   Bradley, Sean          08/23/96    08/23/96    08/22/97     500.00   Y --
 24     B1     950     775.00   0.816     775.00   0.816   Villavicecio, Rey      03/12/94    03/12/94    07/31/96     500.00   Y --
 25     B1     950     775.00   0.816     775.00   0.816   Orozco, Dora           08/08/96    08/08/96    07/31/97     500.00   Y --
 26     C1    1100     895.00   0.814     895.00   0.814   Hale, Angelina         07/31/96    07/31/96    04/30/97     600.00   Y --
 27     C1    1100     895.00   0.814     870.00   0.791   Ebo, Steve             09/07/91    09/07/91    08/31/96     500.00   Y --
 28     B1     950     775.00   0.816     750.00   0.789   Serna, Alfredo         07/06/90    07/06/90    06/30/91     500.00   Y --
 29     B1     950     775.00   0.816     775.00   0.816   Chargulaf, Glen        07/25/96    08/08/96    07/14/97    1000.00   Y --
 30     C1    1100     895.00   0.814     895.00   0.814   Nickerson, Micheal     05/16/96    05/16/96    05/15/97     535.00   Y --
 31     C1    1100     895.00   0.814     865.00   0.786   Lopez, Raquel          08/29/95    09/01/95    05/31/96     500.00   Y --
 32     B1     950     775.00   0.816     675.00   0.711   Lorena, Rangel         05/14/95    05/14/95    11/13/96     500.00   Y --
 33     B1     950     775.00   0.816     745.00   0.784   Cavanaugh, Dennis      05/29/93    05/29/93    08/31/96     500.00   Y --
 34     C1    1100     895.00   0.814     895.00   0.814   Hoyt, Craig            06/21/96    06/21/96    06/12/97     500.00   Y --
 35     C1    1100     895.00   0.814     870.00   0.791   Heath, Karen           12/01/90    12/01/90    08/31/96     500.00   Y --
 36     B1     950     775.00   0.816     775.00   0.816   White, Tom             05/06/96    05/06/96    05/05/97     500.00   Y --
======  ==== =====     ======   =====     ======   =====   ====================   ========    ========    ========    =======   ====
TOTAL:  36   36600   29820.00   0.815   27910.00   0.786   35500 SF Occupied   
======  ==== =====     ======   =====     ======   =====   ====================   ========    ========    ========    =======   ====
</TABLE>
<PAGE>

09/28/96               LINCOLN RESIDENTIAL MGMT SERVICES                Page 2
5:01                         Harding Park Townhouses                    ID 3.6.1
                                    All Units

<TABLE>
<CAPTION>
PHYSICAL OCCUPANCY:     Occupied     Pct      Vacant    Pct      Total      OCCUPANCY PERCENT:    Excl. Off-Line    Incl. Off-Line
===================     ========    =====     ======    ====    ======     ===================    ==============    ==============
<S>                       <C>       <C>       <C>       <C>     <C>        <C>                            <C>               <C>   
   Square Footage.:       35,500    97.0%     1,100     2.0%    36,600     Incl. Vac. Leased.:            100.0%            100.0%

       Unit Count.:           35    97.2%         1     2.8%        36     Excl. Vac. Leased.:             97.2%             97.2%


      EXPOSURE TO VACANCY:        Number      Pct        MOVES/TRANSFERS:        MAKE-READY STATUS.:    Number        Pct
==========================        ======      ====       ================      =====================    ======       ======
  Currently Vacant Units.:          1         2.8%        Oct In.:      0       Total Vacant Units.:      1          100.0%

      Lees Vacant Leased.:         -1         2.8%       Oct Out.:      1        Ready To Rent (Y).:      0            0.0%

Less Occupied Pre-Leased.:         -1         2.8%                             Need Make-Ready (N).:      1          100.0%

 Plus Occupied On Notice.:          1         2.8%                               Off-Line Down (D).:      0            0.0%

    Occupied But skipped.:          0         0.0%                              Off-Line Admin (A).:      0            0.0%
                                  ------      ----
 Net Exposure To Vacancy.:          0         0.0%


      RENTAL RATES:         Occupied      /SqFt       Pct         Vacant      /SqFt       Pct         Total       /SqFt       Pct
   ================        =========      =====      =====        ======      =====       ====      =========     =====      ======
   Scheduled Rent.:        28,925.00      0.815      97.0%        895.00      0.814       3.0%      29,820.00     0.815      100.0%

    Actual Status.:        27,910.00      0.786      93.6%        895.00      0.814       3.0%      28,805.00     0.787       96.6%

    Loss To Lease.:         1,015.00      0.029       3.4%


STATUS OF UNIT TYPES, SUBTOTALED BY FIRST 8 CHARACTERS OF UNIT TYPE:
====================================================================================================================================
Unit  Total    #     %    Avg.  Occup.   Total   Sch. $   Avg. $    Act. $    Rent    Sched.    Loss to    Made   Not   OffLn  OffLn
Type  Units   0cc.  0cc.  SqFt   SqFt    SqFt    /Unit    /SqFt     /Unit    /SqFt     Rent      Lesse     Rdy.   Rdy.   Adm.  Down
====  =====   ====  ====  ====  ======   =====   ======   ======    ======   =====   ========   =======    ====   ====   ====  =====
B1       20     20  100%   950   19000   19000   775.00   0.816    736.75    0.776   15500.00    765.00       0      0      0      0

C1       16     15   94%  1100   16500   17600   895.00   0.814    878.33    0.798   14320.00    250.00       0      1      0      0
====  =====   ====  ====  ====  ======   =====   ======   ======    ======   =====   ========   =======    ====   ====   ====  =====
   2     36     35   97%  1017   35500   36600   828.33   0.815    797.43    0.786   29820.00   1015.00       0      1      0      0

====================================================================================================================================
</TABLE>
<PAGE>

09/28/96               LINCOLN RESIDENTIAL MGMT SERVICES                Page 1
5:02                         Laurel Tree Apartments                     ID F:106
                         Available Unit. As Of 09/27/96

<TABLE>
<CAPTION>
Make-ready categories are: TRASH, DAMAG, HVAC, ELECT, APPLI, PAINT, FLOOR, CLEAN.

==========================================================================================================================
Type  Unit  Mk. Ready  Vac.  Unit rent  Unit Notes      Applicant          Applied   Due in    Make Ready Assessment  Code
====  ====  =========  ====  =========  ==============  =================  ========  ========  =====================  ====
<S>   <C>   <C>        <C>   <C>        <C>             <C>                <C>       <C>       <C>                    <C>

VACANT UNITS, MAKE-READY NOT COMPLETED PRE-LEASED:
==================================================
A.2    155  NNNNNNNNN     2     540.00  ______________  _________________  ________  ________  Vacated: 09/25/96

AL.1    32  NNNNNNNNN    12     540.00  SILVER          _________________  ________  ________  Vacated: 09/15/96

E.2     40  NNNNNNNNN    12     450.00  GREY            _________________  ________  ________  Vacated: 09/15/96


==========================================================================================================================
Type  Unit   Due Out   Vac.  Unit rent  Unit Notes      Applicant          Applied   Due in    Make Ready Assessment  Code
====  ====  =========  ====  =========  ==============  =================  ========  ========  =====================  ====

OCCUPIED UNITS, CURRENT Resident 0N NOTICE TO VACATE:
=====================================================

AL.1    26   10/02/96    -5     540.00  ______________  _________________  ________  ________  _____________________

B.1     68   10/18/96   -21     675.00  ______________  _________________  ________  ________  _____________________


VACANT UNITS, MAKE-READY NOT COMPLETED PRE-LEASED:
==================================================

A.1    143  NNNNNNNNN    28     560.00  ______________  Robles, Frank      08/19/96  10/01/96  Vacated: 09/04/96

A.2     71  NNNNNNNNN    -4     540.00  ______________  Lerma, Alicia      08/16/96  10/08/96  Vacated: 09/18/96

E.1    111  NNNNNNNNN    32     495.00  ______________  Calkins, Chri      09/24/96  09/27/96  Vacated: 08/29/96

E.2     59  NNNNNNNNN    20     450.00  ______________  Davis, Robert      09/07/96  10/01/96  Vacated: 09/07/96

E.2    123  NNNNNNNNN    10     450.00  ______________  Trujillo, Ele      09/15/96  10/13/96  Vacated: 09/17/96


==========================================================================================================================
Type  Unit   Due Out   Vac.  Unit rent  Unit Notes      Applicant          Applied   Due in    Make Ready Assessment  Code
====  ====  =========  ====  =========  ==============  =================  ========  ========  =====================  ====

OCCUPIED UNITS, CURRENT Resident 0N NOTICE TO VACATE PRE-LEASED:
================================================================

====  ====  =========  ====  =========  ==============  =================  ========  ========  =====================  ====
AL.l    44  10/10/96    -13     540.00  BROWN           Estrada, Mary      09/27/96  10/18/96  _____________________

==========================================================================================================================
</TABLE>
<PAGE>

<TABLE>
<S>     <C>   <C>      <C>      <C>       <C>      <C>     <C>                    <C>         <C>         <C>         <C>      <C>
 20     E.1    400     495.00   1.238     495.00   1.238   Miller, Eddie          05/30/96    05/30/96    05/29/97     375.00   Y --
 21     E.1    400     495.00   1.238     495.00   1.238   Rosario, Stephanie     05/18/96    05/18/96    05/31/97     375.00   Y --
 22     E.1    400     495.00   1.238     495.00   1.238   Giles, Jerillyn        08/03/96    08/07/96    01/30/97     375.00   Y --
 23     AL.1   500     540.00   1.080     540.00   1.080   White, Walter          08/05/96    08/08/96    04/30/97     375.00   Y --
 24     AL.1   500     540.00   1.080     475.00   0.950   Sanks, Ken             07/03/95    09/10/96    06/09/97     475.00   Y --
 25     AL.1   500     540.00   1.080     540.00   1.080   Johnson, Karen         09/27/96    09/27/96    04/26/97     375.00   Y --
 26     AL.1   500     540.00   1.080     515.00   1.030   Moreno, Carmen         05/27/95    05/27/95    11/26/95     860.00   Y --
 27     E.1    400     495.00   1.238     430.00   1.075   Burela, Maria          12/01/93    09/01/95    06/30/96     410.00   Y --
 28     E.1    400     495.00   1.238     495.00   1.238   Ricca, Steven          05/01/96    05/01/96    10/30/97     375.00   Y --
 29     E.1    400     495.00   1.238     465.00   1.163   01ms, Jeffrey          08/20/94    09/01/95    05/31/96     500.00   Y --
 30     E.2    400     450.00   1.125     495.00   1.238   Farwell, Bradley       09/12/96    09/12/96    09/11/97     375.00   Y OL
 31     E.2    400     450.00   1.125     495.00   1.238   Deleos, Lisa           06/01/94    09/01/95    06/30/96     375.00   Y --
 32     AL.1   500     540.00   1.080       0.00   0.000   VACANT                                         09/15/96     375.00   N VA
 33     AL.1   500     540.00   1.080     515.00   1.030   Cortez, Gerardo        02/15/96    02/15/96    11/14/97     375.00   Y --
 34     E.2    400     450.00   1.125     495.00   1.238   Davis, Kelli           09/02/96    09/02/96    06/01/97     375.00   Y --
 35     E.2    400     450.00   1.125     495.00   1.238   Ulferts, Tamara        09/20/96    09/20/96    04/19/97     375.00   Y --
 36     E.2    400     450.00   1.125     455.00   1.138   Bledea, John           10/01/93    09/01/95    08/31/96     375.00   Y --
 37     E.2    400     450.00   1.125     495.00   1.238   Sullivan, Joseph       06/14/96    06/15/96    06/14/97     375.00   Y --
 38     E.2    400     450.00   1.125     465.00   1.163   Nolan, James           02/06/95    10/01/95    07/16/96     375.00   Y --
 39     E.2    400     450.00   1.125     450.00   1.125   Rankin, Eiko           04/17/96    04/17/96    10/16/97     525.00   Y --
 40     E.2    400     450.00   1.125       0.00   0.000   VACANT                                         09/15/96     750.00   N VA
 41     E.2    400     450.00   1.125     495.00   1.238   Darnell, Sandra        08/16/96    08/16/96    05/31/97     675.00   Y --
 42     AL.1   500     540.00   1.080     555.00   1.110   Verhines, Ray          11/10/94    09/01/95    08/31/96     375.00   Y --
 43     AL.1   500     540.00   1.080     475.00   0.950   Cagalawan, Theodore    03/27/94    05/06/95    07/12/97     410.00   Y --
 44     AL.1   500     540.00   1.080     515.00   1.030   Chavez, Flor Patric    12/29/95    12/29/95    09/28/96     875.00   Y OL
 45     E.1    400     495.00   1.238     495.00   1.238   Stevenson, Eric        09/20/96    09/20/96    09/19/97     375.00   Y --
 46     E.1    400     495.00   1.238     450.00   1.125   Garcia, Moises         09/01/95    09/01/95    05/30/96     375.00   Y --
 47     E.1    400     495.00   1.238     450.00   1.125   Esteer, Mark           09/18/95    09/18/95    06/15/96     375.00   Y --
 48     E.1    400     495.00   1.238     490.00   1.225   Arturo, Irao           10/08/90    09/01/95    04/13/97     375.00   Y --
 49     AL.1   500     540.00   1.080     540.00   1.080   Canales, Rosemary      05/30/96    05/30/96    05/31/97     375.00   Y --
 50     AL.1   500     540.00   1.080     540.00   1.080   Dearborn, Todd         05/10/96    05/10/96    05/09/97     610.00   Y --
</TABLE>
<PAGE>

09/28/96               LINCOLN RESIDENTIAL MGMT SERVICES                Page 2
5:00                         Laurel Tree Apartments                     ID 3.6.1
                                    All Units

<TABLE>
<CAPTION>
== Unit Profile ==     ==== Scheduled vs Actual Rent ===   ====================   ==Moved=    == Current Lease ===    Security  YNAD
ID.     Type  SqFt     Amount   /SqFt     Amount   /SqFt   Current Lease             In        Begin        End       Deposit   Stat
======  ==== =====     ======   =====     ======   =====   ====================   ========    ========    ========    =======   ====
<S>     <C>   <C>      <C>      <C>       <C>      <C>     <C>                    <C>         <C>         <C>         <C>      <C>
 51     AL.1   500     540.00   1.080     500.00   1.000   Gardner, Lula          04/21/94    04/21/94    12/31/96     410.00   Y --
 52     AL.1   500     540.00   1.080     495.00   0.990   Brown, Steve           07/01/94    10/01/95    04/09/97     375.00   Y --
 53     E.1    400     495.00   1.238     455.00   1.138   Dozier, Carl           02/02/93    08/26/96    08/25/97     375.00   Y --
 54     E.1    400     495.00   1.238     495.00   1.238   Ramirez, Alisha        09/07/96    09/07/96    05/31/97     375.00   Y --
 55     E.1    400     495.00   1.238     440.00   1.100   Cabading, Arlene       03/19/93    07/01/95    12/31/96     375.00   Y --
 56     E.1    400     495.00   1.238     495.00   1.238   Brandt, Robert         03/01/93    03/01/93    09/01/93     375.00   Y --
 57     AL.1   500     540.00   1.080     535.00   1.070   Belnas, Angelo         07/15/95    07/15/95    04/15/96     375.00   Y --
 58     E.2    400     450.00   1.125     455.00   1.138   Arias, Jerry           01/26/94    08/07/96    08/06/97     410.00   Y --
 59     E.2    400     450.00   1.125       0.00   0.000   VACANT/PRELEASED                               09/07/96     100.00   N VL
 5A     D.1    702     800.00   1.140     800.00   1.140   Williams, Kim/ EMPL    07/27/96    07/28/96    01/31/97       0.00   Y --
 60     E.2    400     450.00   1.125     495.00   1.238   Villanueva, Maria      07/15/96    07/15/96    01/31/97       0.00   Y --
 61     E.2    400     450.00   1.125     450.00   1.125   Khalil, Linda          12/16/95    12/16/95    09/15/96     375.00   Y --
 62     E.2    400     450.00   1.125     495.00   1.238   Hoyte, Steven          03/12/96    03/12/96    03/11/97     375.00   Y --
 63     E.2    400     450.00   1.125     495.00   1.238   Mc Nabb, Dennis        01/02/92    01/02/92    06/30/92     375.00   Y --
 64     E.2    400     450.00   1.125     450.00   1.125   Sumler, Curtis         01/31/96    01/31/96    01/30/97     375.00   Y --
 65     E.2    400     450.00   1.125     440.00   1.100   Gandolfi, Donald       04/01/83    04/01/95    03/31/96     295.00   Y --
 66     B.1    720     675.00   0.938     675.00   0.938   Scholler, Rina         01/27/96    01/27/96    01/26/97     375.00   Y --
 67     A.1    550     560.00   1.018     540.00   0.982   Yu, Liu                01/01/96    01/01/96    09/30/96     410.00   Y --
 68     B.1    720     675.00   0.938     575.00   0.799   Ortiz, Jesus           04/10/95    04/10/95    10/10/95     375.00   Y --
 69     A.1    550     560.00   1.018     560.00   1.018   Hernandez, Jose        08/26/94    07/01/96    03/31/97     410.00   Y --
 70     B.1    720     675.00   0.938     675.00   0.938   Campos, Juan           02/03/95    08/17/95    05/14/96     295.00   Y --
 71     A.2    550     540.00   0.982       0.00   0.000   VACANT/PRELEASED                               10/01/96     475.00   N VL
 72     B.2    720     615.00   0.854     655.00   0.910   Solis, David           08/06/94    09/01/95    08/31/96     375.00   Y --
 73     A.1    550     560.00   1.018     540.00   0.982   Curtis, Karisa         12/01/95    12/01/95    09/30/96     375.00   Y --
 74     B.2    720     615.00   0.854     675.00   0.938   Buckner, Becky         07/28/95    07/28/95    12/27/96     375.00   Y --
 75     A.2    550     540.00   0.982     540.00   0.982   Becerra, Aaron         10/01/91    10/01/91    03/31/92     375.00   Y --
 76     B.2    720     615.00   0.854     675.00   0.938   Hester, Jerry          02/09/96    02/09/96    08/08/96     375.00   Y --
 77     A.2    550     540.00   0.982     540.00   0.982   Brundage, Frank        03/19/81    07/19/95    08/31/96     200.00   Y --
 78     B.2    720     615.00   0.854     640.00   0.889   Rodriquez, Aracely     08/01/95    08/01/95    07/31/96     375.00   Y --
 79     A.2    550     540.00   0.982     560.00   1.018   Pertano, Jhunne Sel    12/01/95    12/01/95    08/31/96     375.00   Y --
 80     B.2    720     615.00   0.854     610.00   0.847   Doroy, Lorna           05/20/95    03/01/96    02/28/97     375.00   Y --
 81     A.2    550     540.00   0.982     540.00   0.982   Rios, Elizabeth        06/01/94    10/01/95    09/30/96     375.00   Y --
 82     AL.1   500     540.00   1.080     525.00   1.050   Martinez, Michael      05/18/94    09/01/95    12/31/96     375.00   Y --
 83     AL.1   500     540.00   1.080     495.00   0.990   Chaney, Donald C.      02/10/94    09/01/95    06/30/96     410.00   Y --
 84     AL.1   500     540.00   1.080     540.00   1.080   Flores, Maria          05/03/96    05/04/96    02/03/97     375.00   Y --
 85     AL.1   500     540.00   1.080     540.00   1.080   Vaccarezza, Don        08/27/95    09/01/95    08/31/96     375.00   Y --
 86     AL.1   500     540.00   1.080     540.00   1.080   Ray, Timothy           09/20/96    09/20/96    09/19/97     375.00   Y --
 87     AL.1   500     540.00   1.080     520.00   1.040   Garrido, Joseph        06/03/94    10/28/95    07/27/96     375.00   Y --
 88     AL.1   500     540.00   1.080     540.00   1.080   Singh, Bimaljit        09/02/96    09/02/96    06/01/97     475.00   Y --
 89     AL.1   500     540.00   1.080     540.00   1.080   Smith, Connie          02/29/96    03/07/96    11/23/97     375.00   Y --
 90     AL.1   500     540.00   1.080     495.00   0.990   Valdez, Blanca         02/01/94    09/01/95    04/13/97     375.00   Y --
 91     AL.1   500     540.00   1.080     540.00   1.080   Daniels, Matthew       09/26/94    05/01/96    10/31/97     405.00   Y --
 92     AL.1   500     540.00   1.080     495.00   0.990   Headspeth, David       10/23/93    10/01/95    08/31/96     375.00   Y --
 93     AL.1   500     540.00   1.080     520.00   1.040   Petereon, Scott        04/29/95    07/31/96    07/30/97     375.00   Y --
 94     AL.1   500     540.00   1.080     495.00   0.990   Graham, Christopher    04/18/94    09/01/95    06/30/96     375.00   Y --
 95     AL.1   500     540.00   1.080     540.00   1.080   Barnes, Christi        05/18/96    05/31/96    02/17/97     875.00   Y --
 96     AL.1   500     540.00   1.080     500.00   1.000   Farmer, Aaron          04/12/95    04/12/95    10/10/95     375.00   Y --
 97     AL.1   500     540.00   1.080     540.00   1.080   Gaxiola, Tony          06/01/96    09/01/96    08/31/97     375.00   Y --
 98     AL.1   500     540.00   1.080     540.00   1.080   Decius, Carl R.        03/13/96    03/15/96    03/14/97     375.00   Y --
</TABLE>
<PAGE>

09/28/96               LINCOLN RESIDENTIAL MGMT SERVICES                Page 3
5:00                         Laurel Tree Apartments                     ID 3.6.1
                                    All Units

<TABLE>
<CAPTION>
== Unit Profile ==     ==== Scheduled vs Actual Rent ===   ====================   ==Moved=    == Current Lease ===    Security  YNAD
ID.     Type  SqFt     Amount   /SqFt     Amount   /SqFt   Current Lease             In        Begin        End       Deposit   Stat
======  ==== =====     ======   =====     ======   =====   ====================   ========    ========    ========    =======   ====
<S>     <C>   <C>      <C>      <C>       <C>      <C>     <C>                    <C>         <C>         <C>         <C>      <C>
 99     AL.1   500     540.00   1.080     540.00    1.080   Ekiss, Dennis         11/16/95    11/16/95    08/15/96     375.00   Y --
100     AL.1   500     540.00   1.080     495.00    0.990   Jackson, Angel        08/01/89    11/01/95    10/30/96     375.00   Y --
101     AL.1   500     540.00   1.080     540.00    1.080   Morgan, Eric C.       06/10/96    06/10/96    06/09/97     375.00   Y --
102     AL.1   500     540.00   1.080     540.00    1.080   Porraz, Elizabeth     09/13/96    09/13/96    09/12/97     375.00   Y --
103     AL.1   500     540.00   1.080     540.00    1.080   Gomez, Mario          03/13/96    03/15/96    03/10/97     375.00   Y --
104     AL.1   500     540.00   1.080     565.00    1.130   Aranda, Daniel        04/15/96    04/14/96    10/13/97     410.00   Y --
105     AL.1   500     540.00   1.080     515.00    1.030   Sanchez, Jorge        12/22/95    12/22/95    09/21/96     375.00   Y --
106     AL.1   500     540.00   1.080     540.00    1.080   Herrera, Jesus Mart   09/06/96    09/06/96    05/31/97     375.00   Y --
107     AL.1   500     540.00   1.080     515.00    1.030   Tanori, Fabian        01/10/96    01/10/96    01/09/97     375.00   Y --
108     AL.1   500     540.00   1.080     540.00    1.080   Torrez, Jesse         08/06/96    08/10/96    01/20/97     375.00   Y --
109     E.1    400     495.00   1.238     455.00    1.138   Monzalvo, Alfredo     12/05/94    09/01/95    08/31/96     375.00   Y --
110     E.1    400     495.00   1.238     495.00    1.238   Lee, Denise           07/13/96    07/13/96    11/03/96     375.00   Y --
111     E.1    400     495.00   1.238       0.00    0.000   VACANT/PRELEASED                              08/26/96       0.00   N VL
112     E.1    400     495.00   1.238     495.00    1.238   Lucas, Ronald         09/06/96    09/06/96    06/05/97     375.00   Y --
113     AL.1   500     540.00   1.080     540.00    1.080   Cortez, Rafael        11/16/95    11/18/95    08/17/96     375.00   Y --
114     AL.1   500     540.00   1.080     515.00    1.030   Jin, Park Tai         02/24/96    02/24/96    02/23/97     375.00   Y --
115     AL.1   500     540.00   1.080     540.00    1.080   Fairman, Sammy        09/05/96    09/05/96    06/04/97     375.00   Y --
116     AL.1   500     540.00   1.080     540.00    1.080   Thompson, Chris       08/04/96    08/07/96    01/22/97     410.00   Y --
117     AL.1   500     540.00   1.080     495.00    0.990   Hernandez, Manuel     03/13/96    03/15/96    03/14/97     375.00   Y --
118     E.1    400     495.00   1.238     475.00    1.188   Pacheco. Priscilla    11/11/95    11/11/95    08/10/96     375.00   Y --
119     E.1    400     495.00   1.238     430.00    1.075   Kelly, Tracy          12/29/92    12/29/92    07/13/97     400.00   Y --
120     E.1    400     495.00   1.238     495.00    1.238   Acosta, David         03/18/96    03/18/96    03/17/97     375.00   Y --
121     AL.1   500     540.00   1.080     515.00    1.030   Figueroa, Julio       06/09/94    06/09/94    05/29/96     410.00   Y --
122     E.2    400     450.00   1.125     430.00    1.075   Call, Carl            07/23/91    10/01/95    06/30/96     375.00   Y --
123     E.2    400     450.00   1.125       0.00    0.000   VACANT/PRELEASED                              09/17/96     100.00   N VL
124     E.2    400     450.00   1.125     435.00    1.088   Lindsley, Tammy       06/01/95    03/01/96    02/28/97     375.00   Y --
125     E.2    400     450.00   1.125     450.00    1.125   Ronald Anderson       02/01/95    02/01/95    07/26/96     375.00   Y --
126     E.2    400     450.00   1.125     435.00    1.088   Li, Jin Le            06/19/95    03/01/96    02/28/97     375.00   Y --
127     5.2    400     450.00   1.125     495.00    1.238   Edwards, Ayana        06/22/96    06/27/96    06/25/97     375.00   Y --
128     5.2    400     450.00   1.125     495.00    1.238   Nomura, Ko            09/01/96    09/01/96    02/28/97     375.00   Y --
129     5.2    400     450.00   1.125     495.00    1.238   Denard, Ardella       04/21/96    04/21/96    07/20/96     375.00   Y --
130     AL.1   500     540.00   1.080     540.00    1.080   King, Tim             07/06/96    07/15/96    03/31/97     375.00   Y --
131     AL.1   500     540.00   1.080     540.00    1.080   Cooper, Callie        09/20/96    09/21/96    06/30/97     375.00   Y --
132     AL.1   500     540.00   1.080     540.00    1.080   Jiuenez, Alex         09/13/96    09/13/96    06/12/97     375.00   Y --
133     AL.1   500     540.00   1.080     540.00    1.080   James, Karen          10/25/95    09/19/96    09/18/97     375.00   Y --
134     AL.1   500     540.00   1.080     540.00    1.080   Andrade, Connie       05/17/96    05/17/96    05/16/97     375.00   Y --
135     AL.1   500     540.00   1.080     540.00    1.080   Jasper, Valarie       06/05/96    06/07/96    06/06/97     375.00   Y --
136     AL.1   500     540.00   1.080     540.00    1.080   Christenson, Kim      07/08/96    07/08/96    12/31/96     375.00   Y --
137     AL.1   500     540.00   1.080     540.00    1.080   Smith, Kaysee         09/27/96    09/27/96    04/26/97     750.00   Y --
138     AL.1   500     540.00   1.080     540.00    1.080   Dhesi, Harry Mohan    06/17/96    06/17/96    10/16/96     375.00   Y --
139     AL.1   500     540.00   1.080     540.00    1.080   Velasquez, Sadie      08/08/96    08/08/96    04/30/97     375.00   Y --
140     AL.1   500     540.00   1.080     515.00    1.030   Martinez, Thomas      11/01/95    11/01/95    07/31/96     410.00   Y --
141     AL.1   500     540.00   1.080     515.00    1.030   Miglionato, Kevin     09/09/95    10/01/95    09/30/96     375.00   Y --
142     B.1    720     675.00   0.938     605.00    0.840   Lopez, Alejandro      06/24/95    06/24/95    12/31/96     410.00   Y --
143     A.1    550     560.00   1.018       0.00    0.000   VACANT/PRELEASED                              08/30/96     100.00   N VL
144     B.1    720     675.00   0.938     675.00    0.938   Cooper, Theresa       07/03/96    07/03/96    03/31/97     375.00   Y --
145     A.1    550     560.00   1.018     560.00    1.018   Harrigan, Parrish     04/15/96    04/20/96    04/06/97     375.00   Y --
146     B.1    720     675.00   0.938     675.00    0.938   Carrillo, Jesse       09/20/96    09/20/96    04/30/97     375.00   Y --
147     A.1    550     560.00   1.018     520.00    0.945   Lovelady, Tami L.     06/08/91    09/01/95    06/30/96     375.00   Y --
</TABLE>
<PAGE>

09/28/96               LINCOLN RESIDENTIAL MGMT SERVICES                Page 4
5:00                         Laurel Tree Apartments                     ID 3.6.1
                                    All Units

<TABLE>
<CAPTION>
== Unit Profile ==     ==== Scheduled vs Actual Rent ===   ====================   ==Moved=    == Current Lease ===    Security  YNAD
ID.     Type  SqFt     Amount   /SqFt     Amount   /SqFt   Current Lease             In        Begin        End       Deposit   Stat
======  ==== =====     ======   =====     ======   =====   ====================   ========    ========    ========    =======   ====
<S>     <C>   <C>      <C>      <C>       <C>      <C>     <C>                    <C>         <C>         <C>         <C>      <C>
148     B.1    720     675.00   0.938     675.00   0.938    Anderson, Denise      03/13/96    03/13/96    03/12/97     375.00   Y --
149     A.1    550     560.00   1.018     560.00   1.018    Corral, Guadalupe     07/05/96    07/05/96    04/30/97     375.00   Y --
150     B.2    720     615.00   0.854     675.00   0.938    Parker, Dan           04/05/96    04/07/96    04/06/97     375.00   Y --
151     A.2    550     540.00   0.982     520.00   0.945    Limosnero, Alex       02/09/93    02/09/93    12/01/93     375.00   Y --
152     B.2    720     615.00   0.354     675.00   0.938    Jenkins, Jennifer     09/27/96    09/27/96    04/26/97     375.00   Y---
153     A.2    550     540.00   0.982     540.00   0.982    Abundis, Bertha       09/27/95    09/27/95    09/26/96     375.00   Y --
154     B.2    720     615.00   0.854     600.00   0.833    Mayfield, Rose M.     04/15/95    04/15/95    01/01/97     375.00   Y --
155     A.2    550     540.00   0.982       0.00   0.000    VACANT                                        09/25/96     375.00   N VA
156     B.2    720     615.00   0.854     675.00   0.938    Becerril, Antonio     07/19/96    07/19/96    01/18/97     375.00   Y --
157     A.2    550     540.00   0.982     580.00   1.055    Jennings, Martha      07/01/94    07/01/94    08/31/96     375.00   Y --
======  ==== =====     ======   =====     ======   =====   ====================   ========    ========    ========    =======   ====
TOTAL:  157  80382   84270.00   1.048   79610.00   1.039    76632 SF Occupied
======  ==== =====     ======   =====     ======   =====   ====================   ========    ========    ========    =======   ====
</TABLE>
<PAGE>
09/28/96               LINCOLN RESIDENTIAL MGMT SERVICES                Page 5
5:00                         Laurel Tree Apartments                     ID 3.6.1
                                    All Units

<TABLE>
<CAPTION>

PHYSICAL OCCUPANCY:     Occupied     Pct      Vacant    Pct      Total      OCCUPANCY PERCENT:    Excl. Off-Line    Incl. Off-Line
===================     ========    =====     ======    ====    ======     ===================    ==============    ==============
<S>                       <C>       <C>       <C>       <C>     <C>        <C>                            <C>               <C>   
   Square Footage.:       76,632    95.3%     3,750     4.7%    80,382     Incl. Vac. Leased.:             98.1%             98.1%

       Unit Count.:          149    94.9%         8     5.1%       157     Excl. Vac. Leased.:             94.9%             94.9%


      EXPOSURE TO VACANCY:        Number      Pct        MOVES/TRANSFERS:        MAKE-READY STATUS.:    Number        Pct
==========================        ======      ====       ================      =====================    ======       ======
  Currently Vacant Units.:          8         5.1%        Oct In.       9       Total Vacant Units.:      8          100.0%    
                                                                                                                                    
      Lees Vacant Leased.:         -5         3.2%       Oct Out.:      7        Ready To Rent (Y).:      0            0.0%    
                                                                                                                                    
Less Occupied Pre-Leased.:         -2         1.3%                             Need Make-Ready (N).:      8          100.0%    
                                                                                                                                    
 Plus Occupied On Notice.:          3         1.9%                               Off-Line Down (D).:      0            0.0%    
                                                                                                                                    
    Occupied But skipped.:          0         0.0%                              Off-Line Admin (A).:      0            0.0%    
                                  -----       ----
 Net Exposure To Vacancy.:          4         2.5%
                                  

      RENTAL RATES:         Occupied      /SqFt       Pct         Vacant      /SqFt       Pct         Total       /SqFt       Pct
   ================        =========      =====      =====        ======      =====       ====      =========     =====      ======
   Scheduled Rent.:        80,245.00      1.047      95.2%      4,025.00      1.073       4.8%      84,270.00     1.048      100.0%

    Actual Status.:        79,610.00      1.039      94.5%      4,025.00      1.073       4.8%      83,635.00     1.040       99.2%

    Loss To Lease.:           635.00      0.008       0.8%


STATUS OF UNIT TYPES, SUBTOTALED BY FIRST 8 CHARACTERS OF UNIT TYPE:
====================================================================================================================================
Unit  Total    #     %    Avg.  Occup.   Total   Sch. $   Avg. $    Act. $    Rent    Sched.    Loss to    Made   Not   OffLn  OffLn
Type  Units   0cc.  0cc.  SqFt   SqFt    SqFt    /Unit    /SqFt     /Unit    /SqFt     Rent      Lesse     Rdy.   Rdy.   Adm.  Down
====  =====   ====  ====  ====  ======   =====   ======   ======    ======   =====   ========   =======    ====   ====   ====  =====
A.l       8      7   88%   550    3850    4400   560.00   1.018     548.57   0.997    4480.00     80.00       0      1      0      0

A.2      16     14   88%   550    7700    8800   540.00   0.982     547.50   0.995    8640.00   -105.00       0      2      0      0

AL.1     60     59   98%   500   29500   30000   540.00   1.080     526.19   1.052   32400.00    815.00       0      1      0      0

B.l      10     10  100%   720    7200    7200   675.00   0.938     650.00   0.903    6750.00    250.00       0      0      0      0

B.2      14     14  100%   720   10080   10080   615.00   0.854     640.00   0.889    8610.00   -350.00       0      0      0      0

D.l       1      1  100%   702     702     702   800.00   1.140     800.00   1.140     800.00      0.00       0      0      0      0

E.1      22     21   95%   400    8400    8800   495.00   1.238     473.57   1.184   10890.00    450.00       0      1      0      0

E.2      26     23   88%   400    9200   10400   450.00   1.125     471.96   1.180   11700.00   -505.00       0      3      0      0
====  =====   ====  ====  ====  ======   =====   ======   ======    ======   =====   ========   =======    ====   ====   ====  =====
   8    157    149   95%   512   76632   80382   536.75   1.048     534.30   1.039   84270.00    635.00       0      8      0      0

====================================================================================================================================
</TABLE>
<PAGE>

                                  HARDING PARK
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                                        MONTH            MONTH           CURRENT          PRIOR            DOLLAR
DESCRIPTION                                             ACTUAL         PRIOR YEAR      YEAR TO DATE    YEAR TO DATE       VARIANCE
- -----------                                             ------         ----------      ------------    ------------       --------
<S>                                                    <C>              <C>             <C>             <C>               <C>      
  GROSS POTENTIAL INCOME                                                                                 75,256.90       (75,256.90)
  RENTAL INCOME VARIANCE                                                                                 (2,430.27)        2,430.27
                                                      ----------       ----------       ----------      ----------       ----------
    NET CURRENT RENT                                   27,725.55        24,494.60       215,248.42      198,317.89        16,930.53

OTHER RENTAL INCOME
  SECURITY DEPOSITS                                     1,600.00         1,041.50         6,435.00        4,262.00         2,173.00
  FORFEITED SECURITY DEPOSITS                             941.70                          2,372.52                         2,372.52
  CHARGES TO TENANTS                                      368.13                            738.13          200.00           538.13
  MISCELLANEOUS                                            97.50            45.00           712.50          428.50           284.00
  DAMAGE                                                                                                 (1,000.00)        1,000.00
  LATE CHARGES                                            155.00           250.00         1,190.00          985.00           205.00
  NSF FEES                                                                  20.00           130.00          120.00            10.00
  CREDIT CHECK                                            175.00           100.00           420.00          290.00           130.00
                                                      ----------       ----------       ----------      ----------       ----------
    TOTAL OTHER RENT INCOME                             3,337.33         1,456.50        ll.998.15        5,285.50         6,712.65

      TOTAL RENTAL INCOME                              31,062.88        25,951.10       227,246.57      203,603.39        23,643.18
                                                      ----------       ----------       ----------      ----------       ----------

OTHER INCOME
  REFUNDED DEPOSITS                                    (1,875.00)       (1,070.00)      (5.410.00)       (2,605.00)       (2,805.00)
  INTEREST INCOME                                          13.12            20.26           762.57          656.86           105.71
  US BOND INTEREST INCOME                                                                 7,189.00        7,188.75             0.25
                                                      ----------       ----------       ----------      ----------       ----------
    TOTAL OTHER INCOME                                 (1,861.88)       (1,049.74)        2,541.57        5,240.61        (2,699.04)

      TOTAL INCOME                                     29.201,00        24,901.36       229,788.14      208,844.00        20,944.14
                                                      ==========       ==========       ==========      ==========       ==========

TOTAL CONTROLLABLE EXPENSES
  PAYROLL EXPENSES
    BONUS                                                 140.00                            468.26                           468.26
    REPAIRS/MAINT.PAYROLL                                 875.15           905.28         6,229.21        6,356.49          (127.28)
    MANAGERS SALARIES                                     689.74           343.38         3,408.77        2,442.09           966.68
    OFFICE SALARIES                                       304.00            64.82         2,600.62        1,160.61         1,440.01
    GROUNDS PAYROLL                                                                                       1,608.00        (1,608.00)
    STATE COMP. INS.-PAYROLL                              121.93            83.38           824.22          874.62           (50.40)
    PAYROLL-HOSPITAL INS                                  226.93           166.77         1,539.57        1,185.31           354.26
    FICA - PAYROLL TAX                                    128.71            88.02           870.06          834.18            35.88
    FUTA - PAYROLL TAX                                     13.55             9.27            91.58           99.81            (8.23)
    SDI TAX-PAYROLL-UNEMPL0Y                               16.94            11.58           109.00          392.66          (283.66)
                                                      ----------       ----------       ----------      ----------       ----------
      PAYROLL EXPENSES                                  2,516.95         1,672.50        16,141.29       14.953,77         1,187.52

ADMINISTRATIVE EXPENSES
  PROMOTIONS                                                                                 11.21                            11.21
</TABLE>
<PAGE>

                                  HARDING PARK
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                                        MONTH            MONTH           CURRENT          PRIOR            DOLLAR
DESCRIPTION                                             ACTUAL         PRIOR YEAR      YEAR TO DATE    YEAR TO DATE       VARIANCE
- -----------                                             ------         ----------      ------------    ------------       --------
<S>                                                    <C>              <C>             <C>             <C>               <C>      
  PLUMBING MAINTENANCE                                    155.26           504.59           783.35        1,825.35       (1,041.50)
  APPLIANCE REPLACEMENT                                   391.77                            491.77          188.92          302.85
  BLDG MAINT SVC/CONTRACT                                                                    47.96          402.58         (354.62)
  ELECTRIC MAINTENANCE                                                      30.20            20.01           948.96         (928.95)
                                                      ----------       ----------       ----------      ----------       ----------
    MAINTENANCE EXPENSES                                2,693.94        (1,679.49)       16,341.05       12,594.18         3,746.87

  CONTROLLABLE EXPENSES                                10,431.28        12,099.76        71,656.57       63,954.02         7,702.55
                                                      ----------       ----------       ----------      ----------       ----------

TOTAL UNCONTROLLABLE EXPENSES
  FIXED EXPENSES
    PROPERTY INSURANCE                                                                      (62.15)                          (62.15)
    PROPERTY TAXES                                                                        9,383.11                         9,383.11
    LICENSES & PERMITS                                                                                       26.60           (26.60)
      FIXED EXPENSES                                                                      9,320.96           26.60         9,294.36
                                                      ----------       ----------       ----------      ----------       ----------
    NET OPERATING INCOME (NOI)                         18,769.72        12,801.60       148,810.61      144,863.38         3,947.23
                                                      ==========       ==========       ==========      ==========       ==========

DEBT SERVICE
  INT. IN 1ST MORTGAGE                                                                   69,962.00       73,007.00        (3,045.00)
  INTEREST EXPENSE                                                                                           96.31           (96.31)
  LOAN EXPENSES                                                                           2,893.62        2,451.19           442.43
                                                      ----------       ----------       ----------      ----------       ----------
    DEBT SERVICE                                                                         72,855.62       75,554.50        (2,698.88)

  OPERATING CASE FLOW                                  18,769.72        12,801.60        75,954.99       69,308.88         6,646.11
                                                      ==========       ==========       ==========      ==========       ==========

NON OPERATING EXPENSES
  REFURBISHMENT & DEFERRAL                              1,681.00         5,619.96         1,681.00       17,393.95       (15,712.95)
                                                      ----------       ----------       ----------      ----------       ----------
    NON OPERATING EXPENSES                              1,681.00         5,619.96         1,681.00       17,393.95       (15,712.95)

      PROFIT/LOSS                                      17,088.72         7,181.64        74,273.99       51,914.93        22,359.06
                                                      ==========       ==========       ==========      ==========       ==========
</TABLE>
<PAGE>

                                   LAUREL TREE
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                                        MONTH            MONTH           CURRENT          PRIOR            DOLLAR
DESCRIPTION                                             ACTUAL         PRIOR YEAR      YEAR TO DATE    YEAR TO DATE       VARIANCE
- -----------                                             ------         ----------      ------------    ------------       --------
<S>                                                    <C>              <C>             <C>             <C>               <C>      
  GROSS POTENTIAL INCOME                                                                                222,021.07      (222,021.07)
  RENTAL INCOME VARIANCE                                                                                (26,802.21)       26,802.21
                                                      ----------       ----------       ----------      ----------       ----------
    NET CURRENT RENT                                   84,603.20        71,445.70       601,433.78      541,571.01        59,862.77

OTHER RENTAL INCOME
  SECURITY DEPOSITS                                     2,800.00         4,845.00        29,960.00       33,755.00        (3,795.00)
  FORFEITED SECURITY DEPOSITS                           1,385.13         1,431.85         9,971.60        2,831.41         7,140.19
  LAUNDRY INCOME                                        1,013.40           994.50         8,288.25       11,058.00        (2,769.75)
  CHARGES TO TENANTS                                      855.17           780.00         4,921.81        3,335.00         1,586.81
  MISCELLANEOUS                                                                                             230.00          (230.00)
  UTILITIES                                                                                                  15.41           (15.41)
  DAMAGE                                                  160.00                            794.52          141.00           653.52
  LATE CHARGES                                            510.00         1,055.00         5,300.00        6,177.00          (877.00)
  NSF FEES                                                 98.89            40.00           518.89          365.00           153.89
  CREDIT CHECK                                            125.00           614.05         1,866.00        3,324.05       (1.458.05)
                                                      ----------       ----------       ----------      ----------       ----------
    TOTAL OTHER RENT INCOME                             6,947.59         9,760.40        61,621.07       61,231.87           389.20

      TOTAL RENTAL INCOME                              91,550.79        81,206.10       663,054.85      602,802.88        60,251.97
                                                      ----------       ----------       ----------      ----------       ----------

OTHER INCOME
  REFUNDED DEPOSITS                                    (3,515.00)       (4,875.00)      (26,015.00)     (25,377.77)         (637.23)
  INTEREST INCOME                                         103.84            53.01           451.18          272.53           178.65
  OTHER INCOME                                                                                            5,600.00        (5,600.00)
                                                      ----------       ----------       ----------      ----------       ----------
    TOTAL OTHER INCOME                                (3,411.16)        (4,821.99)      (25,563.82)     (19,505.24)       (6,058.58)

      TOTAL INCOME                                     88,139.63        76,384.11       637,491.03      583,297.64        54,193.39
                                                      ==========       ==========       ==========      ==========       ==========

TOTAL CONTROLLABLE EXPENSES
  PAYROLL EXPENSES
    BONUS                                                 595.00                          3,713.69        1,225.00         2,488.69
    REPAIRS/MAINT.PAYROLL                               3,773.55         5,266.09        27,060.76       36,263.68        (9,202.92)
    MANAGERS SALARIES                                   2,940.56         1,564.34        15,239.30       10,589.58         4,649.72
    OFFICE SALARIES                                     1,296.02           375.35        11,087.05        6,000.58         5,086.47
    GROUNDS PAYROLL                                                                                       4,248.00        (4,248.00)
    DECORATING PAYROLL                                                                                      312.00          (312.00)
    STATE COMP. INS.-PAYROLL                              522.89           468.22         3,707.70        4,466.32          (758.62)
    PAYROLL-HOSPITAL INS                                  973.17           936.47         6,925.52        6,169.02           756.50
    FICA - PAYROLL TAX                                    551.95           494.24         3,913.68        4,251.17          (337.49)
    FUTA - PAYROLL TAX                                     58.10            52.03           411.97          465.17           (53.20)
    SDI TAX-PAYROLL-UNEMPLOY                               72.63            65.03           489.89        1,579.64        (1,089.75)
                                                      ----------       ----------       ----------      ----------       ----------
      PAYROLL EXPENSES                                 10,783.87         9,221.77        72,549.56       75,570.16        (3,020.60)
</TABLE>
<PAGE>

                                   LAUREL TREE
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                                        MONTH            MONTH           CURRENT          PRIOR            DOLLAR
DESCRIPTION                                             ACTUAL         PRIOR YEAR      YEAR TO DATE    YEAR TO DATE       VARIANCE
- -----------                                             ------         ----------      ------------    ------------       --------
<S>                                                    <C>              <C>             <C>             <C>               <C>      
ADMINISTRATIVE EXPENSES
  PROMOTIONS                                                                                110.27                           110.27
  ADVERTISING                                              46.53           655.35         4,595.31        5,549.52          (953.71)
  SIGNS, FLAGS, BANNERS                                                    339.20                           389.20          (389.20)
  BROCHURES                                                                                  60.83                            60.83
  OFFICE SUPPLIES                                         225.85           166.60           664.71          679.42           (14.71)
  FURNITURE RENTAL                                                                       (3,358.23)                       (3,358.23)
  LEGAL EXPENSES                                          325.69                          3,311.89        1,120.16         2,191.73
  MISCELLANEOUS                                            69.90            83.00           232.00          958.66          (726.66)
  CREDIT CHECK EXPENSE                                    289.60           369.00         1,089.60        1,749.45          (659.85)
  AUDIT EXPENSE                                        (3,358.23)
  BANK CHARGES                                             20.00           (44.00)          289.25            0.30           288.95
  PETTY CASE REIMB                                                                                           31.98           (31.98)
  POSTAGE                                                                   53.64           430.19          287.99           142.20
  DUES & SUBSCRIPTIONS                                                                      (87.34)         491.60          (578.94)
  LINCOLN FEE                                           2,949.16         2,578.80        21,907.73       12,509.80         9,397.93
  EMPLOYEE TRAINING                                                                         100.00          257.76          (157.76)
  OUTSIDE STATIONARY MISC                                                                   770.32        1,493.74          (723.42)
                                                      ----------       ----------       ----------      ----------       ----------
    ADMINISTRATIVE EXPENSE                                568.55         4,251.59        30,117.03       25,519.58         4,597.45

CONTRACT SERVICES
  SEC SUP/EXP-FIRE PROTECT                                510.76           103.12         5,633.69        3,740.64         1,893.05
  EXTERMINATING CONTRACT                                 (241.50)          220.00         1,415.17        1,287.00           128.17
  CABLE T.V                                             1,238.98         1,226.20        10,202.46        8,629.48         1,572.98
  GARDENING CONTRACT                                    1,492.03         1,700.00        14,077.68       12,393.05         1,684.63
                                                      ----------       ----------       ----------      ----------       ----------
    CONTRACT SERVICES                                   3,000.27         3,249.32        31,329.00       26,050.17         5,278.83

UTILITY SERVICES
  TELEPHONE EXPENSE                                        62.74            98.35           923.44        1,125.09          (201.65)
  TRASH REMOVAL                                         3,138.65         3,529.25        21,970.55       26,750.40        (4,779.85)
  PGE-- HOUSE                                                              957.48         6,428.40       12,884.99        (6,456.59)
  GAS - HOUSE                                             816.31         1,635.65         8,482.03        6,414.08         2,067.95
  PGE APARTMENT METERS                                     78.63            66.12           917.89          805.93           111.96
  WATER                                                 1,182.60         1,267.06         3,709.37        7,604.43        (3,895.06)
  SEWER CHARGES                                         3,358.23                         13,432.92       13,432.92
                                                      ----------       ----------       ----------      ----------       ----------
    UTILITY SERVICES                                    8,637.16         7,553.91        55,864.60       69,017.84       (13,153.24)

MAINTENANCE EXPENSES
  CARPET REPAIRS/MAINT                                   (654.50)          170.00         4,064.50        1,557.20         2,507.30
  CARPET REPLACEMENT                                    4,601.43         9,130.61        10,427.96       33,294.02       (22,866.06)
  GROUNDS SUPPLY/REPLACEMENT                              145.02                            383.21        4,282.39        (3,899.18)
  POOL SUPPLY/REPLACEMENT                                 335.53            (6.07)        1,667.63        1,055.05           612.58
  DECORATING SUPPLIES                                     238.80         5,007.42         5,091.40       12,171.57        (7,080.17)
</TABLE>
<PAGE>

                                   LAUREL TREE
                                INCOME STATEMENT
                      FOR THE 8 MOS. ENDING AUGUST 31, 1996

<TABLE>
<CAPTION>
                                                        MONTH            MONTH           CURRENT          PRIOR            DOLLAR
DESCRIPTION                                             ACTUAL         PRIOR YEAR      YEAR TO DATE    YEAR TO DATE       VARIANCE
- -----------                                             ------         ----------      ------------    ------------       --------
<S>                                                    <C>              <C>             <C>             <C>               <C>      
  CLEANING SUPPLIES/SERV                                  552.69           608.26         5,263.35        4,729.89           533.46
  BLDG MAINT SUPPLIES                                   1,243.15         4,365.44        10,813.25       31,323.17       (20,509.92)
  PLUMBING MAINTENANCE                                    130.17         2,059.27         1,803.26        8,754.48        (6,951.22)
  APPLIANCE REPLACEMENT                                 1,133.24         2,473.78         7,821.20       12,328.97        (4,507.77)
  BLDG MAINT SVC/CONTRACT                                                 (213.93)          389.54         (608.34)          997.88
  ELECTRIC MAINTENANCE                                     20.63           199.77         1.774.65        1,288.01           486.64
                                                      ----------       ----------       ----------      ----------       ----------
      MAINTENANCE EXPENSES                              7,796.16        23,794.55        49,499.95      110,176.41       (60,676.46)

    CONTROLLABLE EXPENSES                              30,786.01        48,071.14       239,360.14      306,334.16       (66,974.02)
                                                      ----------       ----------       ----------      ----------       ----------

TOTAL UNCONTROLLABLE EXPENSES

FIXED EXPENSES
  PROPERTY INSURANCE                                                                      (272.78)                          (272.78)
  PROPERTY TAXES                                                                        16,496.79                         16,496.79
  LICENSES & PERMITS                                                                     1,884.00         1,997.40          (113.40)
                                                      ----------       ----------       ----------      ----------       ----------
    FIXED EXPENSES                                                                      18,108.01         1,997.40        16,110.61

  NET OPERATING INCOME (NOI)                           57,353.62        28,312.97       380,022.88      274,966.08       105,056.80
                                                      ==========       ==========       ==========      ==========       ==========

DEBT SERVICE
                                                      ----------       ----------       ----------      ----------       ----------

  OPERATING CASH FLOW                                  57,353.62        28,312.97       380,022.88      274,966.08       105,056.80
                                                      ==========       ==========       ==========      ==========       ==========

NON OPERATING EXPENSES
  REFURBISHMENT & DEFERRAL                             (1,530.13)        5,682.84         3,068.96       30,555.22       (27,486.26)
                                                      ----------       ----------       ----------      ----------       ----------

    NON OPERATING EXPENSES                             (1,530.13)        5,682.84         3,068.96       30,555.22       (27,486.26)
      PROFIT/LOSS                                      58,883.75        22,630.13       376,953.92      244,410.86       132,543.06
                                                      ==========       ==========       ==========      ==========       ==========
</TABLE>
<PAGE>

                                  HARDING PARK
                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                        MONTH            MONTH           CURRENT          PRIOR            DOLLAR
DESCRIPTION                                             ACTUAL         PRIOR YEAR      YEAR TO DATE    YEAR TO DATE       VARIANCE
- -----------                                             ------         ----------      ------------    ------------       --------
<S>                                                    <C>              <C>             <C>             <C>               <C>      
  GROSS POTENTIAL INCOME                                                24,858.23        75,256.90      315,648.85      (240,391.95)
  RENTAL INCOME VARIANCE                                                 1,953.16        (2,430.27)     (25,865.19)       23,434.92
                                                      ----------       ----------       ----------      ----------       ----------
    NET CURRENT RENT                                   27,871.40        25,976.39       304,639.24      288,948.66        15,690.58

OTHER RENTAL INCOME
  SECURITY DEPOSITS                                     1,500.00                          7,338.00       10,512.l0        (3,174.10)
  FORFEITED SECURITY DEPOSITS                                                               500.00                           500.00
  CHARGES TO TENANTS                                                       120.00           280.00        1,945.00        (1,665.00)
  MISCELLANEOUS                                            75.00            92.34           653.50          975.51          (322.01)
  UTILITIES                                                                 10.54                            27.59           (27.59)
  DAMAGE                                                1,500.00           500.00           500.00        1,261.03          (761.03)
  LATE CHARGES                                            165.00            40.00         1,315.00          565.00           750.00
  NSF FEES                                                                  10.00           130.00          102.00            28.O0
  CREDIT CHECK                                             50.00            60.00           540.00          200.00           340.00
                                                      ----------       ----------       ----------      ----------       ----------
    TOTAL OTHER RENT INCOME                             3,290.00           832.88        11,256.50       15,588.23        (4,331.73)

      TOTAL RENTAL INCOME                              31,161.40        26,809.27       315,895.74      304,536.89        11,358.85
                                                      ----------       ----------       ----------      ----------       ----------

OTHER INCOME
  REFUNDED DEPOSITS                                      (500.00)         (500.00)       (4,665.00)     (11,515.49)        6,850.49
  INTEREST INCOME                                         108.87            16.92           851.57          188.60           662.97
  US BOND INTEREST INCOME                                (208.94)         (127.16)       14,377.50       14,377.50
                                                      ----------       ----------       ----------      ----------       ----------
    TOTAL OTHER INCOME                                   (600.07)         (610.24)       10,564.07        3,050.61         7,513.46

      TOTAL INCOME                                     30,561.33        26,199.03       326,459.81      307,587.50        18,872.31
                                                      ==========       ==========       ==========      ==========       ==========

TOTAL CONTROLLABLE EXPENSES
  PAYROLL EXPENSES
    BONUS                                                 802.67                            890.42                           890.42
    REPAIRS/MAINT.PAYROLL                                 852.37           783.00         9,727.26        6,825.78         2,901.48
    MANAGERS SALARIES                                     470.85           594.64         3,982.49        2,937.14         1,045.35
    OFFICE SALARIES                                       467.40           240.00         1,907.78        1,963.50           (55.72)
    GROUNDS PAYROLL                                                      1,068.00         1,608.00        7,158.00        (5,550.00)
    DECORATING PAYROLL                                                      96.00                           240.00          (240.00)
    STATE COMP. INS.-PAYROLL                              175.54           268.01         1,301.39        1,882.33          (580.94)
    WORKERS COMP. MEDICAL                                                                                    23.42           (23.42)
    PAYROLL-HOSPITAL INS                                  351.06           204.85         2,038.84          880.85         1,157.99
    FICA - PAYROLL TAX                                    185.28           140.28         1,284.66        1,463.05          (178.39)
    FUTA - PAYROLL TAX                                     19.51            23.47           147.24          128.07            19.17
    SDI TAX-PAYROLL-UNEMPLOY                               29.89             3.54           457.44          696.56          (239.12)
                                                      ----------       ----------       ----------      ----------       ----------
      PAYROLL EXPENSES                                  3,354.57         3,421.79        23.345.52       24,198.70          (853.18)
</TABLE>
<PAGE>

                                  HARDING PARK
                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                        MONTH            MONTH           CURRENT          PRIOR            DOLLAR
DESCRIPTION                                             ACTUAL         PRIOR YEAR      YEAR TO DATE    YEAR TO DATE       VARIANCE
- -----------                                             ------         ----------      ------------    ------------       --------
<S>                                                    <C>              <C>             <C>             <C>               <C>      
ADMINISTRATIVE EXPENSES
  ADVERTISING                                             148.96           378.29         2,374.79        1,616.04           758.75
  SIGNS, FLAGS, BANNERS                                                                      91.29                            91.29
  OFFICE SUPPLIES                                           3.12           118.80           337.65          465.59          (127.94)
  COMPUTER EXPENSES                                                                           4.80                             4.80
  LEGAL EXPENSES                                                            25.00         1,303.77           18.33         1,285.44
  MISCELLANEOUS                                            11.40            23.16           302.81           71.02           231.79
  CREDIT CHECK EXPENSE                                      8.00            27.50            46.55          260.29          (213.74)
  BANK CHARGES                                              4.00                             36.00                            36.00
  PETTY CASH REIMB                                                                            8.00          202.99          (194.99)
  POSTAGE                                                  48.06                            101.39                           101.39
  DUES & SUBSCRIPTIONS                                                                       22.10                            22.10
  LINCOLN FEE                                           1,018.09                          8,264.33                         8,264.33
  NSF CHECK                                                                  9.33                             9.33            (9.33)
  EMPLOYEE TRAINING                                        19.00                            154.76                           154.76
  OUTSIDE STATIONARY MISC                                                                   377.83                           377.83
                                                      ----------       ----------       ----------      ----------       ----------
    ADMINISTRATIVE EXPENSE                              1,260.63           582.08        13,426.07        2,643.59        10,782.48

CONTRACT SERVICES
  SEC SUP/EXP-FIRE PROTECT                               (290.82)                         2,110.77           64.58         2,O46.19
  EXTERMINATING CONTRACT                                                                  2,117.50                         2,117.50
  CABLE T.V                                               580.94           611.84         3,243.66        3,679.32          (435.66)
  GARDENING CONTRACT                                      350.00                          6,684.60                         6,684.60
                                                      ----------       ----------       ----------      ----------       ----------
    CONTRACT SERVICES                                     640.12           611.84        14,156,53        3,743.90        10,412.63

UTILITY SERVICES
  TELEPHONE EXPENSE                                        39.50            19.01           492.92          271.32           221.60
  TRASH REMOVAL                                         1,175.85         1,491.40        15,148.37       16,599.55        (1,451.18)
  PGE - HOUSE                                             149.57           432.04         3,197.00        2,057.45         1,139.55
  GAS - HOUSE                                                                               650.29                           650.29
  PGE APARTMENT METERS                                     73.46            62.18           703.71          104.46           599.25
  WATER                                                    60.89           112.75         2,369.49        2,286.12            83.37
  SEWER CHARGES                                           (12.30)                         4,752.64        4,620.24           132.40
                                                      ----------       ----------       ----------      ----------       ----------
    UTILITY SERVICES                                    1,486.97         2,117.38        27.314,42       25,939.14         1,375.28

MAINTENANCE EXPENSES
  CARPET REPAIRS/MAINT                                     65.00            55.00           385.00        1,321.95          (936.95)
  CARPET REPLACEMENT                                                       214.50        16,114.09        3,298.36        12,815.73
  GROUNDS SUPPLY/REPLACEMENT                                                                 31.80          466.84          (435.04)
  EQUIPMENT RENTAL                                                                                           47.61           (47.61)
  POOL SUPPLY/REPLACEMENT                                                                   720.54          221.36           499.18
  DECORATING SUPPLIES                                                      196.57         4,073.73          495.38         3,578.35
  CLEANING SUPPLIES/SERV                                    5.93           200.00         1,522.96        1,380.00           142.96
</TABLE>
<PAGE>
                                  HARDING PARK
                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                        MONTH            MONTH           CURRENT          PRIOR            DOLLAR
DESCRIPTION                                             ACTUAL         PRIOR YEAR      YEAR TO DATE    YEAR TO DATE       VARIANCE
- -----------                                             ------         ----------      ------------    ------------       --------
<S>                                                    <C>              <C>             <C>             <C>               <C>      
  EXTERMINATING SUPPLIES                                                   165.00           190.00          650.00          (460.00)
  BLDG MAINT SUPPLIES                                     816.72         1,773.63        10,838.44       11,154.26          (315.82)
  PLUMBING MAINTENANCE                                    (78.74)                         2,598.43          127.84         2,470.59
  APPLIANCE REPLACEMENT                                                                   3,927.15        1,930.67         1,996.48
  BLDG MAINT SVC/CONTRACT                                  22.72       (30,604.29)          603.42        1,764.67        (1,161.25)
  ELECTRIC MAINTENANCE                                     92.28                          1,059.94                         1,059.94
  MISC. MAINT. EXPENSES                                                                       2.66           42.96           (40.30)
                                                      ----------       ----------       ----------      ----------       ----------
      MAINTENANCE EXPENSES                                923.91       (27,999.59)       42,068.16       22,901.90        19,166.26

  CONTROLLABLE EXPENSES                                 7,666.20       (21,266.50)      120,310.70       79,427.23        40,883.47
                                                      ----------       ----------       ----------      ----------       ----------

TOTAL UNCONTROLLABLE EXPENSES
  FIXED EXPENSES
    PROPERTY INSURANCE                                    789.51        11,493.20         1,579.02       11,493.20        (9,914.18)
    PROPERTY TAXES                                                       9,043.84         9,383.11       17,613.26        (8,230.15)
    LICENSES & PERMITS                                                                       26.60           28.00            (1.40)
                                                      ----------       ----------       ----------      ----------       ----------
      FIXED EXPENSES                                      789.51        20,537.04        10,988.73       29,134.46       (18,145.73)

    NET OPERATING INCOME (NOI)                         22,105.62        26,928.49       195,160.38      199,025.81        (3,865.43)
                                                      ==========       ==========       ==========      ==========       ==========

DEBT SERVICE
  INT. IN 1ST MORTGAGE                                                                  146,013.65      154,659.00        (8,645.35)
  INTEREST EXPENSE                                                                           96.31                            96.31
  LOAN EXPENSES                                                                           2,451.19        8,132.91        (5,681.72)
                                                      ----------       ----------       ----------      ----------       ----------
      DEBT SERVICE                                                                      148,561.15      162,791.91       (14,230.76)

  OPERATING CASH FLOW                                  22,105.62        26,928.49        46,599.23       36,233.90        10,365.33
                                                      ==========       ==========       ==========      ==========       ==========


NON OPERATING EXPENSES
  DEPRECIATION EXPENSE                                 78,078.00        78,047.00        78,078.00       78,047.00            31.00
  DEFERRED INT. AMORTIZ                                 2,194.92         2,948.11         2,194.92        2,948.11          (753.19)
  REFURBISHMENT & DEFERRAL                               (213.56)       43,641.00        17,785.92       43,641.00       (25,855.08)
    NON OPERATING EXPENSES                             80,059.36       124,636.11        98,058.84      124,636.11       (26,577.27)
                                                      ----------       ----------       ----------      ----------       ----------
      PROFIT/LOSS                                     (57,953.74)      (97,707.62)      (51,459.61)     (88,402.21)       36,942.60
                                                      ==========       ==========       ==========      ==========       ==========
</TABLE>
<PAGE>

                                   LAUREL TREE
                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                        MONTH            MONTH           CURRENT          PRIOR            DOLLAR
DESCRIPTION                                             ACTUAL         PRIOR YEAR      YEAR TO DATE    YEAR TO DATE       VARIANCE
- -----------                                             ------         ----------      ------------    ------------       --------
<S>                                                    <C>              <C>             <C>             <C>               <C>      
  GROSS POTENTIAL INCOME                                                73,974.83       222,021.07      888,199.94      (666,178.97)
  RENTAL INCOME VARIANCE                                                (3,794.74)      (26,802.21)    (123,925.78)       97,123.57
                                                      ----------       ----------       ----------      ----------       ----------
    NET CURRENT RENT                                   74,281.68        70,180.09       838,207.30      764,274.16        73,933.14

OTHER RENTAL INCOME
  SECURITY DEPOSITS                                     5,550.00           750.00        46,120.00       55,757.34        (9,637.34)
  FORFEITED SECURITY DEPOSITS                             674.84                          5,501.32                         5,501.32
  LAUNDRY INCOME                                          799.50                         14,613.30       15,534.71          (921.41)
  CHARGES TO TENANTS                                      865.00           330.00         5,095.36        9,055.93        (2,960.57)
  MISCELLANEOUS                                                            145.17           230.00          389.41          (159.41)
  SOFT DRINK INCOME                                                                                           4.04            (4.04)
  UTILITIES                                                                 27.84            15.41          110.89           (95.48)
  DAMAGE                                                   70.00           141.19           211.00        1,454.20        (1,243.20)
  LATE CHARGES                                          1,110.00           337.84         9,252.00        3,012.84         6,239.16
  NSF FEES                                                 40.00            50.00         1,015.00          341.00           674.00
  CREDIT CHECK                                            275.00           220.00         4,374.05        2,180.00         2,194.05
                                                      ----------       ----------       ----------      ----------       ----------
    TOTAL OTHER RENT INCOME                             9,384.34         2,002.03        86,427.44       86,840.36          (412.92)

      TOTAL RENTAL INCOME                              83,666.02        72,182.12       924,634.74      851,114.52        73,520.22
                                                      ----------       ----------       ----------      ----------       ----------

OTHER INCOME
  REFUNDED DEPOSITS                                    (6,265.00)       (2,195.00)      (42,905.34)     (51,329.48)        8,424.14
  INTEREST INCOME                                         136.51                            562.01                           562.01
  OTHER INCOME                                                                            5,600.00                         5,600.00
                                                      ----------       ----------       ----------      ----------       ----------
    TOTAL OTHER INCOME                                 (6,128.49)       (2,195.00)      (36,743.33)     (51,329.48)       14,586.15

      TOTAL INCOME                                     77,537.53        69,987.12       887,891.41      799,785.04        88,106.37
                                                      ==========       ==========       ==========      ==========       ==========

TOTAL CONTROLLABLE EXPENSES
  PAYROLL EXPENSES
    BONUS                                                  22.98         1,550.00         4,580.14        1,550.00         3,030.14
    REPAIRS/MAINT.PAYROLL                               3,583.07         5,070.00        51,559.50       26,504.01        25,055.49
    MANAGERS SALARIES                                   2,145.01         1,805.36        17,607.09       11,022.86         6,584.23
    OFFICE SALARIES                                     1,992.63           960.00         9,620.79        7,695.50         1,925.29
    GROUNDS PAYROLL                                                      1,572.00         4,248.00       17,205.12       (12,957.12)
    DECORATING PAYROLL                                                     240.00           312.00          782.37          (470.37)
    STATE COMP. INS. -PAYROLL                             499.76         1,078.68         6,365.56        6,453.30           (87.74)
    WORKERS COMP. MEDICAL                                                                                    93.68           (93.68)
    PAYROLL-HOSPITAL INS                                1,030.54           819.40         9,998.51        3,828.60         6,169.91
    FICA - PAYROLL TAX                                    527.52           686.01         6,255.92        4,954.14         1,301.78
    FUTA - PAYROLL TAX                                     55.53           197.97           676.19          547.07           129.12
    SDI TAX-PAYROLL-UNEMPLOY                               94.50            29.88         1,868.51        2,342.75          (474.24)
</TABLE>
<PAGE>

                                  LAUREL TREE
                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                        MONTH            MONTH           CURRENT          PRIOR            DOLLAR
DESCRIPTION                                             ACTUAL         PRIOR YEAR      YEAR TO DATE    YEAR TO DATE       VARIANCE
- -----------                                             ------         ----------      ------------    ------------       --------
<S>                                                    <C>              <C>             <C>             <C>               <C>      
                                                      ----------       ----------       ----------      ----------       ----------
    PAYROLL EXPENSES                                    9,951.54        14,009.30       113,092.21       82,979.40        30,112.81

ADMINISTRATIVE EXPENSES
  PROMOTIONS                                                                                 42.33                            42.33
  ADVERTISING                                             358.29         2,013.12         8,663.22        6,385.45         2,277.77
  SIGNS, FLAGS, BANNERS                                                                     389.20                           389.20
  OFFICE SUPPLIES                                          13.32           475.16         1,401.95        2,481.52        (1,079.57)
  COMPUTER EXPENSES                                                                          41.29                            41.29
  LEGAL EXPENSES                                                          (105.00)        3,159.14          (41.00)        3,200.14
  MISCELLANEOUS                                            48.60            92.61         1,055.20          284.00           771.20
  CREDIT CHECK EXPENSE                                     97.60            43.00         2,489.05          914.16         1,574.89
  BANK CHARGES                                             24.00            (0.30)           84.90           (0.30)           85.20
  PETTY CASH REIMB                                                                           31.98          374.40          (342.42)
  POSTAGE                                                 210.89                            479.25                           479.25
  DUES & SUBSCRIPTIONS                                                                     (105.65)                         (105.65)
  LINCOLN FEE                                           2,645.40                         23,242.51                        23,242.51
  NSF CHECK                                                               (115.00)
  EMPLOYEE TRAINING                                        81.00                            762.76                           762.76
  OUTSIDE STATIONARY MISC                                                                 1,807.78                         1,807.78
                                                      ----------       ----------       ----------      ----------       ----------
    ADMINISTRATIVE EXPENSE                              3,479.10         2,403.59        43,544.91       10,398.23        33,146.68

CONTRACT SERVICES
  SEC SUP/EXP-FIRE PROTECT                                 86.45                          6,211.22          359.85         5,851.37
  EXTERMINATING CONTRACT                                   21.50                          2,058.50                         2,058.50
  CABLE T.V                                             2,477.96         2,447.36        13,587.94       14,717.22        (1,129.26)
  GARDENING CONTRACT                                    2,002.54                         20,009.63                        20,009.63
  DECORATING CONTRACT                                                                                       300.00          (300.00)
                                                      ----------       ----------       ----------      ----------       ----------
    CONTRACT SERVICES                                   4,588.45         2,447.36        41,867.29       15,377.07        26,490.22

UTILITY SERVICES
  TELEPHONE EXPENSE                                       272.17            75.96         2,023.39        1,100.68           922.71
  TRASH REMOVAL                                         3,138.65         3,980.45        40,522.03       44,943.15        (4,421.12)
  PGE - HOUSE                                           1,002.42         2,709.68        17,884.95       25,254.48        (7,369.53)
  GAS - HOUSE                                           1,120.41                         13,669.18                        13,669.18
  PGE APARTMENT METERS                                    206.34           148.33         1,654.76        1,255.27           399.49
  WATER                                                                  1,384.62        15,689.12       14,570.21         1,118.91
  SEWER CHARGES                                                                          24,325.94       20,149.38         4,176.56
                                                      ----------       ----------       ----------      ----------       ----------
    UTILITY SERVICES                                    5,739.99         8,299.04       115,769.37      107,273.17         8,496.20

MAINTENANCE EXPENSES
  CARPET REPAIRS/MAINT                                    420.00           145.00         3,214.70        5,710.59        (2,495.89)
  CARPET REPLACEMENT                                    2,233.53           857.98        54,669.98       11,154.10        43,515.88
  GROUNDS SUPPLY/REPLACEMENT                                               343.22         4,282.39        2,210.44         2,071.95
</TABLE>
<PAGE>

                                  LAUREL TREE
                                INCOME STATEMENT
                    FOR THE 12 MOS. ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                        MONTH            MONTH           CURRENT          PRIOR            DOLLAR
DESCRIPTION                                             ACTUAL         PRIOR YEAR      YEAR TO DATE    YEAR TO DATE       VARIANCE
- -----------                                             ------         ----------      ------------    ------------       --------
<S>                                                    <C>              <C>             <C>             <C>               <C>      
  EQUIPMENT RENTAL                                                          62.70                           242.40          (242.40)
  POOL SUPPLY/REPLACEMENT                                                                 2,994.94          805.81         2,179.13
  DECORATING SUPPLIES                                     298.23           403.47        11,521.88        1,433.09        16,088.79
  CLEANING SUPPLIES/SERV                                  387.61           245.00         8,176.12        6,450.00         1,726.12
  EXTERI4INATING SUPPLIES                                                                                   630.00          (630.00)
  BLDG MAINT SUPPLIES                                   1,593.05         5,302.44        41,666.18       32,957.86         8,708.32
  PLUMBING MAINTENANCE                                     68.69           275.00        13,524.15          385.00        13,139.15
  APPLIANCE REPLACEMENT                                  (307.80)                        13,161.18        3,854.92         9,306.26
  BLDG MAINT SVC/CONTRACT                                 189.74       (14,682.80)          331.94          907.20          (575.26)
  ELECTRIC MAINTENANCE                                     34.58                          1,366.48                         1,366.48
  MISC. MAINT. EXPENSES                                                                      11.35          171.84          (160.49)
                                                      ----------       ----------       ----------      ----------       ----------
      MAINTENANCE EXPENSES                              4,917.63        (7,047.99)      160,911.29       66,913.25        93,998.04

    CONTROLLABLE EXPENSES                              28,676.71        20,111.30       475,185.07      282,941.12       192,243.95
                                                      ----------       ----------       ----------      ----------       ----------

TOTAL UNCONTROLLABLE EXPENSES
  FIXED EXPENSES
    PROPERTY INSURANCE                                  3,465.06        50,442.37         6,930.12       50,442.37       (43,512.25)
    PROPERTY TAXES                                                      16,210.11        16,496.79       32,420.22       (15,923.43)
    LICENSES & PERMITS                                                                    1,997.40          112.00         1,885.40
                                                      ----------       ----------       ----------      ----------       ----------
      FIXED EXPENSES                                    3,465.06        66,652.48        25,424.31       82,974.59       (57,550.28)

    NET OPERATING INCOME (NOI)                         45,395.76       (16,776.66)      387,282.03      433,869.33       (46,587.30)
                                                      ----------       ----------       ----------      ----------       ----------

DEBT SERVICE
                                                      ----------       ----------       ----------      ----------       ----------
    OPERATING CASH FLOW                                45,395.76       (16,776.66)      387,282.03      433,869.33       (46,587.30)
                                                      ==========       ==========       ==========      ==========       ==========

  NON OPERATING EXPENSES
    DEPRECIATION EXPENSE                              166,289.00       166,165.00       166,289.00      166,165.00           124.00
    REFURBISHMENT & DEFERRAL                           (2,226.24)       77,300.00        37,412.62       77,300.00       (39,887.38)
                                                      ----------       ----------       ----------      ----------       ----------
      NON OPERATING EXPENSES                          164,062.76       243,465.00       203,701.62      243,465.00       (39,763.38)

        PROFIT/LOSS                                  (118,667.00)     (260,241.66)      183,580.41      190,404.33        (6,823.92)
                                                      ==========       ==========       ==========      ==========       ==========
</TABLE>
<PAGE>

                                   LAUREL TREE

LPC - Employee Compensation Report
05 Sep 1996                Page 18

<TABLE>
<CAPTION>
CD# LOC HOME RC EMPL# EMP NAME .......... RT    HIRE     MONTHLY   HOURLY    MONTHLY    MONTHLY     AUTO     MONTHLY  
        PROJ                                    DATE      CASH      CASH     NONCASH    SALARY      ALLOW     RENT    
<S>                   <C>                 <C> <C>        <C>       <C>      <C>       <C>         <C>       <C>
LP6 939 1789 SC 60722 BALLADARES, OSCAR G  R  04/Ol/95   1213.33    7.00               1,213.33                       
                                                                                                                      
LP6 939 1789 SC 61853 DIMICK, DONALD K     R  04/01/95   2133.36   12.31               2,133.36                       
                                                                                                                      
LP6 939 1789 SC 61908 DOYLE, CASEY P       R  08/20/96   1213.34    7.00               1,213.34                       
LP6 939 1789 SC 67045 PIERCE, TARA E       R  04/01/95   1733.33   10.00               1,733.33                       
                                                                                                                      
LP6 939 1789 SC 69410 WILLIAMS, KIMBERLY   R  04/18/95   2200.00   12.69     533.36    2,733.36               800.00  
                                                         -------             ------    --------   --------   -------
        1789                                             8493.36             533.36    9,026.72        .00    800.00



CD# LOC HOME RC EMPL# EMP NAME .......... RT  100 PERCENT   MULTIPLE DIST   PERCENT
        PROJ                                  DISTRIBUTION  PROJ ACCT SUB

LP6 939 1789 SC 60722 BALLADARES, OSCAR G  R  *              1788 0503 0002  18.600
                                                             1789 0503 0002  81.400
LP6 939 1789 SC 61853 DIMICK, DONALD K     R  *              1789 0503 0004  81.000
                                                             1788 0503 0004  19.000
LP6 939 1789 SC 61908 DOYLE, CASEY P       R  1789 0503 0001
LP6 939 1789 SC 67045 PIERCE, TARA E       R   *             1789 0502 0003  81.000
                                                             1788 0502 0003  19.000
LP6 939 1789 SC 69410 WILLIAMS, KIMBERLY   R   *             1789 0501 0081  81.000
                                                             1788 0501 0061  19.000
</TABLE>
<PAGE>

- --------------------------------------------------------------------------------
                     QUALIFICATIONS OF ROBERT SAIA, MAI, SRA
                        Calif. OREA Certificate #AG003191
- --------------------------------------------------------------------------------

EXPERIENCE

Independent real estate appraiser since 1981.

EDUCATION

Associate Arts Degree from West Valley College. Major in Real Estate.

Bachelor of Arts Degree in Economics from San Jose State University. Graduated
with distinction.

Graduate Studies in the Master of Business Administration Program at Golden Gate
University, San Francisco.

Advanced courses in appraisal taken at California State University, Hayward,
University of San Francisco and San Jose State University, through the Appraisal
Institute.

MEMBERSHIPS

Former Member of the Society of Real Estate Appraiser (SRPA designation)

Current Member of the Appraisal Institute, MAI #8841

Current Member of Admissions Committee Appraisal Institute

Board of Directors, South Bay Chapter Appraisal Institute 1993-95. National
admissions board member.

STATE CERTIFICATES AND LICENSES

State of California "Certified-General" Appraiser Certificate No. AG003191

State of California Real Estate License (non-active)

State of Nevada "Certified-General" Appraiser Certificate No. 00621

APPRAISAL ASSIGNMENTS

Some of the types of properties appraised in the past are outlined below:

Commercial: Retail stores, office buildings, service stations, vacant land,

Residential: Single family, multi-family, townhouse/condominium, vacant land,
subdivision, apartments and mobile home parks.

Industrial: Vacant land, warehouses, research and development facilities,
industrial condominiums and manufacturing facilities, mini-storage warehouses,
food processing facilities, truck terminals.
<PAGE>

Special Use: Airport, carwash, landfill, right-of-way, easement valuation,
commercial nursery, and golf courses.

Lodging Facilities: Motels, hotels, inns, SRO, Recreational vehicle parks

CLIENTS

A brief partial list of past clients with whom Mr. Saia has worked with
includes:

American Savings Bank
County of Santa Clara
Comerica Bank
Bank of America NT&SA
First National Bank of Central California
Bank of Salinas
Home Savings of America
Metropolitan Securities & Trust
City of Monterey
City of San Jose
City of Palo Alto
Imperial Thrift & Mortgage
NationsBank
Pacific Western Bank
Bay View Federal Bank
Wells Fargo Bank
Phoenix Home Life


                                APPRAISAL REPORT

                                       OF

                            29 NORTH SHOPPING CENTER
                              1550 U.S. HIGHWAY 29
                               CANTONMENT, FLORIDA

                                    (C97-149)

                                       FOR

                                MR. LARRY MILLER
                             MERRILL LYNCH & COMPANY
                      WORLD FINANCIAL CENTER - NORTH TOWER
                               NEW YORK, NY 10281

                                      AS OF

                                 AUGUST 13, 1997
                                OCTOBER 18, 1997

                                       BY

                        HOWARD J. PORTER, JR., MAI, CCIM
                      MATTHEW S. RICE, ASSOCIATE APPRAISER
                            H. J. PORTER & ASSOCIATES
                                 631 STAGE ROAD
                                   P.O. BOX 28
                           AUBURN, ALABAMA 36831-0028
                                 (334) 826-8682


                                     [LOGO]
                             H.J. Porter & Associates
<PAGE>

                                     [LOGO]
                      [H.J. PORTER & ASSOCIATES - LETTERHEAD]

                                                              September 11, 1997

Mr. Larry Miller
Merrill Lynch and Company
World Financial Center - North Tower
New York, NY 10281

                                                    Re: 29 North Shopping Center
                                                        1550 U.S. Highway 29
                                                        Cantonment, Florida

Dear Mr. Miller:

At your request, the undersigned Associate has inspected and we have made an
appraisal of the above referenced property. The purpose of this appraisal was to
determine the "As Is" market value of the leased fee interest and the
Prospective Market Value "At Stabilized Occupancy" of the leased fee interest in
the subject property, one of fifteen shopping centers to be included in a
portfolio of retail shopping centers that will be cross collateralized, under
single management, and subject to stringent release provisions. AS SUCH, THE
ESTIMATED VALUES OF THE SUBJECT PROPERTY ARE SUBJECT TO THE ABOVE CONDITIONS.

This complete appraisal, communicated in a self contained narrative report, has
been prepared in accordance with the Uniform Standards of Professional Appraisal
Practice (USPAP) as amended by the Comptroller of the Currency.

The property was valued at two points in time: "As Is", as of the date of
inspection by the Associate Appraiser and "At Stabilized Occupancy", which
considers the projected lease commencement dates for Winn Dixie and Revco. The
developer has completed the building, but tenant improvements are underway at
Winn Dixie. Based on projections found herein, the estimated date of Stabilized
Occupancy is estimated for October 18, 1997. Thus, there is an approximate two
month rent loss to bring the property to a stabilized occupancy level.

This complete appraisal communicated in a self contained narrative report has
been prepared in accordance with the Uniform Standards of Professional Appraisal
Practice (USPAP). Based upon our investigation into the subject property, and
its current economic environment, we are of the opinion that the subject's
leased fee interest has market values as follows:






123 N. College St., Ste. 100 o P.O. Box 28 o Auburn, Alabama 36830 o
                        (334)826-8682 o Fax (334)826-3827
 14 Office Park Circle, Suite 230 o Birmingham, Alabama 35223 o (205)871-3600 o
                                Fax (205)879-3762
418 Scott Street o Montgomery, Alabama 36104 o (334)262-8331 o Fax (334)262-8325

                  Real Estate Research, Appraisal & Counseling
<PAGE>

Mr. Larry Miller
September 11, 1997
Page #2

           PROSPECTIVE MARKET VALUE ESTIMATE
           "AT STABILIZED OCCUPANCY"
           AS OF OCTOBER 18, 1997

                       FIVE MILLION FIFTY THOUSAND DOLLARS
                                  ($5,050,000)

           "AS IS" MARKET VALUE ESTIMATE
           AS OF AUGUST 13, 1997

                        FIVE MILLION TEN THOUSAND DOLLARS
                                  ($5,010,000)

Please note that this report is subject to the contingent and limiting
conditions as found in the addendum. It should be noted that our employment was
not conditional upon our producing a specific value with a given range. Future
employment prospects with Merrill Lynch and Co. are not dependent upon our
producing a specified value. Also, neither payment of our fee, nor our
employment are/were based upon whether a loan application is approved or
disapproved. We appreciate the opportunity to be of service to you in this
matter.

The attached report is submitted in support of these conclusions.

                              Yours very truly,

/s/Howard J. Porter, Jr.              /s/Matthew S. Rice
- --------------------------------      ------------------------------------------
Howard J. Porter, Jr., MAI, CCIM      Matthew S. Rice, Associate
Certified General Real Property       Certified General Real Property
Appraiser                             Appraiser
Alabama Certificate #G51              Florida Temporary Practice Permit #0001153



                                     [LOGO]
                             H.J. Porter & Associates
<PAGE>

                                TABLE OF CONTENTS

Special Assumptions and Limiting Conditions ...............................    1
Intended Use of Appraisal .................................................    1
Environmental Considerations ..............................................    1
Scope of the Assignment ...................................................    2
Type Appraisal/Type Report ................................................    2
Date of Value Estimate ....................................................    2
Exposure Time .............................................................    3
Property Ownership ........................................................    3
Property Location .........................................................    4
Zoning/Public Utilities ...................................................    4
Legal Description/Land Size ...............................................    5
Ad Valorem Tax Analysis ...................................................    7
Purpose of Appraisal/Definition of Value ..................................    9
Rights Appraised ..........................................................    9
Area Analysis - Pensacola, Florida ........................................   10
Neighborhood Analysis .....................................................   18
Site Analysis .............................................................   20
Description of Subject Improvements .......................................   22
Highest and Best Use ......................................................   24
The Appraisal Process .....................................................   26
Land Value - Direct Comparison ............................................   29
Cost Approach to Value ....................................................   35
Income Approach to Value ..................................................   38
Sales Comparison Approach .................................................   57
Reconciliation and Final Value Estimate ...................................   71
Valuation - "As Is" .......................................................   72
Certification .............................................................   73
                                   
EXHIBITS

   Location Map ...............................................   Facing Page 4
   Tax Map Location ...........................................   Facing Page 7
   State Map ..................................................   Facing Page 10
   Subject Photographs ........................................   Facing Page 18
   Site Plan ..................................................   Facing Page 20
   Land Sales Map .............................................   Facing Page 33
   Rental Map .................................................   Facing Page 39
   Improved Sales Map .........................................   Facing Page 68
                                                     
ADDENDUM II

   Korpacz Real Estate Investor Survey
   Engagement Letter
   Assumptions and Limiting Conditions
   Qualifications
   Certifications

                                                  H.J. Porter & Associates, Inc.
<PAGE>

SPECIAL ASSUMPTIONS AND LIMITING CONDITIONS                                    1

The values estimated herein are contingent upon the Winn Dixie and Revco leases
commencing on the developer's projected commencement dates. According to Terry
Templeton, with Newton, Oldacre, McDonald, the projected lease commencement date
for Winn-Dixie is September 18, 1997. Based on review of the Revco (Big B) lease
agreement, the Revco lease must commence within 30 days after the opening of the
Winn Dixie Store.

The appraisers are unable to pinpoint a lease commencement date for Revco. Based
on the information available and the fact that construction of interior trade
fixtures has not yet begun within this space, lease commencement is projected
for 30 days after the projected Winn Dixie commencement, or October 18, 1997.
The values communicated herein are subject to the above leases commencing on the
above projected dates. The appraisers reserve the right to alter the value
conclusions found herein if actual lease commencement dates vary substantially
from the above projections.

The Revco lease states that they had the right to terminate the lease agreement
if the improvements were not completed by October 1, 1996 and in all events if
not completed by December 31, 1996. Discussions with representatives of the
owners of the subject property revealed that the option to terminate was not
executed and that the Revco lease will commence by October 18, 1997. The values
communicated herein are contingent upon the Revco lease agreement commencing on
October 18, 1997.

INTENDED USE OF APPRAISAL

This appraisal has been requested to function as an underwriting guide for
mortgage loan purposes and for use in securitization of mortgages. Accordingly,
this appraisal may be provided by Merrill Lynch & Co. to potential investors in
a securitization or other sale of mortgage loans.

The appraisal is undertaken without departure in accordance with USPAP as
promulgated by the Appraisal Foundation.

ENVIRONMENTAL CONSIDERATIONS

According to a Phase I Environmental Site Assessment conducted June 21, 1995 by
Hazclean Environmental Consultants, Inc., there were no significant
environmental liabilities at the subject site. The appraised value contained
herein assumes that the subject is free of any environmental contamination or
atypical soil conditions.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

SCOPE OF THE ASSIGNMENT                                                        2

The subject property, a neighborhood shopping center, is one of fifteen shopping
centers to be included in a portfolio of retail shopping centers that will be
cross collateralized, under one management, and subject to stringent release
provisions.

The scope of the assignment includes undertaking the three traditional
approaches to value with consideration given to the current status of the retail
market in Cantonment, Florida and the surrounding market area. In the Cost
Approach, local real estate professionals and appraisers were contacted and a
search of public records undertaken to locate comparable land sales. A detailed
inspection of the site and improvements was made by the Associate Appraiser.
Construction details were obtained from the physical inspection and a site plan
prepared by South and Associates, Inc. dated December 12, 1995. Current cost
estimates were obtained from the Marshall Valuation Service, a nationally
recognized cost service indexed to the Pensacola, Florida market.

In the Income Approach to Value, a survey of local retail market conditions was
made by interviewing local leasing and management agents to determine if the
contract rents for the local shop space was competitive and market oriented.
Expense comparables were studied and local management companies were interviewed
to estimate the appropriate expense deductions. The resulting net operating
income was then capitalized into a present value estimate by direct
capitalization. Where information was provided, the comparable improved sales
found in the market approach sold on direct capitalization of stabilized net
operating income rather than discounted cash flow analysis. The overall
capitalization rate was derived from market sales, builtup rates using current
market rates for debt and equity, and from published investor surveys.

The Sales Comparison Approach was developed after a search for sales of similar
shopping centers. To locate appropriate sale comparables, Realtors(R),
appraisers, mortgage lenders, and developers were interviewed. The sales located
were compared to the subject with adjustments made for items of difference.
After development of the three approaches, the value indications derived were
reconciled to provide a value estimate for the subject property as of the
effective date of appraisal.

TYPE APPRAISAL/TYPE REPORT

In accordance with the Uniform Standard of Profession Appraisal Practice, the
appraisers have performed a "Complete" appraisal according to Standard Rule 1
and the communication to the client is a "Self-contained Appraisal Report" in
accordance with Standard Rule 2-2 (a).

DATE OF VALUE ESTIMATE

The subject was valued at two points in time: "As Is", as of the date of
inspection by the associate Appraiser and "At Stabilized Occupancy", as of the
estimated date of stabilized occupancy - October 18, 1997. The "At Stabilized
Occupancy" value represents a prospective market value estimate.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

DATE OF VALUE ESTIMATE - (CONTINUED)                                           3

The data utilized in preparing this appraisal was researched, gathered, and/or
updated during the period August 9 through September 10, 1997. The Date of
Report is September 11, 1997, which is the date of the transmittal letter.

The Dictionary of Real Estate Appraisal, 3rd Edition, Page 283, defines
Prospective Value Estimate as:

     "A forecast of the value expected at a specified future date. A prospective
     value estimate is most frequently sought in connection with real estate
     projects that are proposed, under construction, or under conversion to a
     new use, or those that have not achieved sellout or a stabilized level of
     long-term occupancy at the time the appraisal report is written."

EXPOSURE TIME

The exposure time for the subject property, to obtain the values communicated
herein, is estimated to have been within one year or less. This exposure period
assumes competent sales and marketing efforts, the property is maintained in a
marketable condition, and that the property is sold for "market value" as
defined herein. The estimated exposure period is based upon the marketing period
for the comparable sales found in the Sales Comparison Approach.

PROPERTY OWNERSHIP

The subject property is under the ownership of:

                            Cantonment Partners, Ltd.
                                 P.O. Box 680176
                              250 Washington Street
                              Prattville, AL 36067

The 7.712 acre property was assembled by Cantonment Partners, Ltd. in three
separate transactions that occurred on January 5, 1997 for a total price of
$580,000. There were old improvements on the property at the time of sale which
did not contribute to the value of the site. The separate transactions are
recorded in OR Book 3898 Page 549 ($225,000), OR Book 3898 Page 515 ($325,000),
and OR Book 3898 Page 584 ($30,000). The sellers were James C. and Kathleen H.
Jennings, Level M. Keen and Juanita F. Keen, and Frank and Patsy Kennedy,
respectively. The property has subsequently been developed with the subject
shopping center. No other transactions involving the subject property as a whole
have occurred within a three year period. Additionally, to the best of our
knowledge, there are no pending offers to purchase the subject property nor is
it currently listed for sale.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                                  LOCATION MAP
<PAGE>

PROPERTY LOCATION                                                              4

The subject property is located on the northeast corner of U.S. Highway 29 and
Tate School Road. The subject property also has frontage along Old Chemstrand
Road and State Road No. 95A. The property is located in unincorporated Escambia
County, Florida. It is located by street address as:

                            29 North Shopping Center
                              1550 U.S. Highway 29
                               Cantonment, Florida

ZONING/PUBLIC UTILITIES

The subject property is located in an unincorporated area of Escambia County,
Florida and falls under the County's zoning jurisdiction. The property is
currently zoned GBD, Gateway Business District. The district is intended to
enhance the US 29 corridor as a visually attractive, well planned business
community. To accomplish this purpose, stringent site development standards
established building setbacks, landscaping and buffering. Predominant uses
include sales and service establishments, business offices, and manufacturing.
Permitted uses include all uses allowed in C-1 and C-2, as well as planned
business developments. Thus, allowed uses include a wide variety of commercial
and service uses, including shopping centers.

Zoning regulations for this property type and district require front and rear
yards of 15 feet and a side yard of 10 feet. There is no minimum site area or
width. The maximum impervious cover ratio is 85%. One parking space per 500
square feet of building area is required. Based on an analysis of the site plan
prepared by South and Associates, Inc, dated December 12, 1995, the subject
property appears in compliance with the above zoning requirements.

The subject has access to all necessary public utilities, including electric,
sanitary sewer, natural gas, and telephone in sufficient quantities to sustain
commercial development. The city of Gonzalez provides water; Escambia County
Utilities Association provides sanitary sewer service, Gulf Power Company
provides electricity; and Energy Services of Pensacola provides natural gas.
Public services such as police and fire protection are amply provided for by
Escambia County.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

LEGAL DESCRIPTION/LAND SIZE                                                    5

The legal description for the subject property was obtained from a survey
prepared by Gustin, Cothern, & Tucker, Inc., on September 26, 1995 and provided
by the owners, Cantonment Partners, Ltd. The subject property is legally
described as:

     A parcel of land situated in Section 14, Township 1 North, Range 31 West,
     Escambia County, Florida and being more particularly described as follows:

     Commencing at an iron pipe at the Southwest corner of Manuel Gonzalez Grant
     in Section 14, Township 1 North, Range 31 West, Escambia County, Florida;
     thence N50 degrees 40'27" E along the line of Manuel Gonzalez Grant for a
     distance of 1326.05 feet; thence N44 degrees 21'45" W a distance of 55.63
     feet to a capped iron ro #1292 at the intersection of the northeasterly
     right-of-way line of U.S. Highway No. 29 (200' R/W) and the northwesterly
     right-of-way line of Old Chemstrand Road (100' R/W); thence continue N44
     degrees 21'45" W along the northeasterly right-of-way line of U.S. Highway
     No. 29 for a distance of 244.87 feet to a capped iron rod #3774 and the
     POINT OF BEGINNING; thence continue N44 degrees 21'45" W for 528.27 feet to
     a capped iron rod #3578 on the south right-of-way-line of Tate School Road
     (Zunnan Blvd. - 100'R/W); thence N45 degrees 20'30" E along south
     right-of-way line for 935.11 feet to a capped iron rod #3578 being the
     northwesterly corner of property conveyed to Kenneth E. Boothe, Sr. and
     Gloria F. Boothe, in O.R. book 2641, page 757; thence S44 degrees 56'45" E
     along the westerly line of property described in O.R. book 2641, page 757
     for 120.77 feet to a 1" iron pipe; thence N55 degrees 02'55" E along the
     southerly line of property described in O.R. Book 2641, page 757 for 194.88
     feet to a 1" iron pipe (disturbed) on the west right-of-way line of State
     Road No. 95-A (A.K.A. Old Palafox Highway - 66'R/W) said point being a
     curve concave to the southwest and having a radius of 3508.02 feet, thence
     southeasterly along said curve through a central angle of 06 degrees 09'45"
     and arc distance of 277.32 feet, (chord = 377.13, chord bearing S29
     degrees 28'06"): to a state road department concrete monument marking the
     point of tangency; thence S26 degrees 23'14" E along west right-of-way line
     for 297.52 feet to a capped iron pipe #1292 on the north right-of-way line
     of Old Chemstrand Road (100' R/W) then S49 degrees 12'11" W along the
     northerly right-of-way line for 210.86 feet to a capped iron rod #3774
     being the southeasterly corner of property conveyed to A.R. Holland, Inc.,
     in O.R. book 3179, page 431; thence N44 degrees 19'59" W along the easterly
     line of property described in O.R. book 3179, page 431 for 245.10 feet to
     an iron rod (disturbed); thence S49 degrees 07'53" W along the northerly
     line of property described in O.R. book 3179, page 431 for 189.87 feet to
     the Point of Beginning. This property contains 7.712 acres, more or less.

The subject property is irregular in shape and contains a total land area of
7.712 acres. The subject parcel has approximately 528 feet of frontage on U.S.
Highway 29, 211 feet along Old Chemstrand Road, 395 feet along Tate School Road,
and approximately 675 feet of frontage along County Road No. 95-A.

As indicated previously, the subject property is one of fifteen shopping centers
to be included in a portfolio of retail shopping centers that will be cross
collateralized, under single management, and subject to stringent release
provisions. The other shopping centers included in the portfolio are listed as
follows:

Greenbrier Station Shopping Center
Anniston, AL


                                                  H.J. Porter & Associates, Inc.
<PAGE>

LEGAL DESCRIPTION/LAND SIZE - (CONTINUED)                                      6

Clanton Marketplace
Clanton, AL

Betts Crossing Shopping Center
Opelika, AL

Opp Marketplace
Opp, AL

Russell Crossing Shopping Center
Phenix City, AL

59 West Shopping Center
Bessemer, AL

Nine Mile Plaza Shopping Center
Pensacola, FL

Parker Shopping Center
Parker, FL

The "Y" Shopping Center
Panama City Beach, FL

Mandeville Marketplace
Mandeville, LA

Brownsville Place Shopping Center
Brownsville, TN

Chicot Crossing Shopping Center
Pascagoula, MS

Delchamps Plaza.
Long Beach, MS

One Main Place
Moss Point, MS


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                                TAX MAP LOCATION
<PAGE>

AD VALOREM TAX ANALYSIS                                                        7

The subject parcel is under the taxing authority of the Escambia County Property
Appraiser's Office. The property was purchased in 1996 by Cantonment Partners,
Ltd and is currently identified with the following tax identification #'s:

14-1N-31-1007-003-013
14-1N-31-1007-001-014
14-1N-31-1007-000-015
14-1N-31-1007-002-011
14-1N-31-1007-003-011

For the 1996 tax year, tax parcel 14-1N-31-1007-003-013 was a part of the larger
parcel 14-1N-311007-001-013. The 1997 assessments and millage rate are not yet
available. The subject property was taxed as follows in 1996:

Parcel I.D. #'s:                    14-1N-31-1007-001-013(*)
                                    14-1N-31-1007-001-014
                                    14-1N-31-1007-000-015
                                    14-1N-31-1007-002-011
                                    14-1N-31-1007-003-011

* Only a portion of the subject property is now contained within this tax
parcel. As explained above, the subject portion is now identified as tax parcel
14-1N-31-1007-003-013.

Total Value:                        Land:                     $162,320
                                    Improvements:             $ 21,460
                                                              --------
                                    Total:                    $183,780

Assessment Ratio:                   100%

Local Millage Rate:                 $18.9170 per $1,000 of assessed value

Total 1996 Tax:                     $3,476.57

It should be noted that the 1996 taxes for parcel 14-1N-31-1007-002-011 had not
yet been paid as of the date of inspection. The current amount owed including
penalties is $1,741.24 if paid by January 31, 1988. According to information
obtained from the Escambia County Tax collector's Office, the 1996 taxes on the
other four parcels that comprise the subject property have been paid.

Due to the subject's recent completion, the subject property has not yet been
taxed as a shopping center. In order to estimate the subject's stabilized taxes,
three shopping centers were analyzed on


                                                  H.J. Porter & Associates, Inc.
<PAGE>

AD VALOREM TAX ANALYSIS - (CONTINUED)                                          8

the basis of the tax assessor's value per square foot. The comparable properties
used to estimate the subject's assessed value are illustrated in the following
table.


================================================================================
AD VALOREM TAX ANALYSIS
================================================================================
Comparable Name              Yr. Built     Size-SF      App.Value       Value/SF

Food world Supercenter         1992        59,866       $2,574,330       $43.00

Ensley Square                  1976        60,630       $2,144,230       $35.37
================================================================================

The tax assessor's value per square foot for the two comparables range from
$35.37 to $43.00. As indicated in the above table, both of the comparables are
older than the subject property. The Food World Supercenter is most comparable
in terms of age and overall quality. Considering the above tax comparables, the
assessment for the subject property is estimated at $45.00 per square foot,
which is slightly above the comparable range. From this estimate of value, the
subject's taxes are calculated in the following table, which shows a division of
taxes between Winn Dixie and the remainder of the shopping center. Winn Dixie's
size estimate is based upon the gross building area.

================================================================================
                             SUBJECT'S ESTIMATED TAX
================================================================================
                                         Total         Winn Dixie     Remainder
Building Area                           62,540           48,500        14,040

Estimated Value Per SF                  $45.00           $45.00        $45.00
                                        ------           ------        ------ 
Total Estimated Assessed Value        $2,814,300       $2,182,500     $631,800

1996 Millage Rate                      .0189170         .0189170      .0189170

Estimated Tax                           $53,238          $41,286       $11,952

Estimated Tax Per SF                     $0.85            $0.85         $0.85
================================================================================


                                                  H.J. Porter & Associates, Inc.
<PAGE>

PURPOSE OF APPRAISAL/DEFINITION OF VALUE                                       9

The purpose of the appraisal is to estimate the market value of the leased fee
interest in the subject property. Market Value is defined by the Appraisal
Standards Board of the Appraisal Foundation in the Glossary to the Uniform
Standards of Professional Appraisal Practice, as:

     The most probable price which a property should bring in a
     competitive and open market under all conditions requisite to a
     fair sale, the buyer and seller, each acting prudently and
     knowledgeably, and assuming the price is not affected by undue
     stimulus. Implicit in this definition is the consummation of a
     sale as of a specified date and the passing of title from seller
     to buyer under conditions whereby:

1.   Buyer and seller are typically motivated;

2.   Both parties are well informed or well advised, and acting in what they
     consider their best interest;

3.   A reasonable time is allowed for exposure in the open market;

4.   Payment is made in terms of cash in U.S. Dollars or in terms of financial
     arrangements comparable thereto; and

5.   The price represents the normal consideration for the property sold
     unaffected by special or creative financing or sales concessions granted by
     anyone associated with the sale.

RIGHTS APPRAISED

The ownership interest in the subject property appraised is the "Leased Fee
Estate." The Dictionary of Real Estate Appraisal, 3rd Edition, Page 204, defines
Leased Fee Estate as, "an ownership interest held by a Landlord with the right
of use and occupancy conveyed by lease to others. The rights of lessor "the
leased fee owner" and the leased fee are specified by contract terms contained
within the lease." A lease Synopsis for each of the subject's leases is found in
the addendum.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                                    AREA MAP
<PAGE>

AREA ANALYSIS - PENSACOLA, FLORIDA                                            10

The subject property is located in unincorporated Escambia County near the
municipal boundaries of Cantonment, Florida. This situates the property within
the Pensacola Metropolitan Statistical Area. The Pensacola Metropolitan
Statistical Area (MSA) consists of two counties - Escambia and Santa Rosa. The
City of Pensacola, is the largest city in the MSA, and an analysis of the
subject's environment should begin with the City of Pensacola and the MSA in
general. The four basic factors which must be considered in analyzing an area
include:

     1 - Physical and Locational Factors
     2 - Economic Considerations
     3 - Governmental Considerations
     4 - Social Factors

Each of these factors is discussed with conclusions as to their effect on the
subject property.

PHYSICAL AND LOCATIONAL FACTORS

The subject property is located in unincorporated Escambia County, Florida,
which situates the property within the Pensacola Metropolitan Area. Pensacola is
located in the extreme western section of the Florida panhandle. The area is
bordered to the north by Escambia County, Alabama, to the east by Okaloosa
County, Florida, to the south by the Gulf of Mexico, and to the west by Baldwin
County, Alabama. The Pensacola MSA covers a land area of 1,685 square miles. The
City of Pensacola is the dominant urban area in the region. The smaller
municipalities in the area include Milton, Pace, Gulf Breeze, and Cantonment.

The city is recognized for its excellent port facility and deep water channel.
The channel extends the length of Pensacola Bay from the Gulf of Mexico. This
water channel connects with the inland industrial facilities found along the
Escambia River. Pensacola is moderately industrialized with a relatively diverse
range of industries attracted to the area's waterway system and port facilities,
as well as the area's natural resources.

The area's land, water and air transportation system as well as terminal
facilities are well developed and play an important role in the operation and
growth of the economy. As expected by a port city, the dominant system is the
water transport system accommodating ocean-going and inland river/canal
transport and supporting the area's industrial base. The Pensacola area is
served by 3 federal highways, 1 interstate highway system, 2 raikoad systems, 6
commercial airlines, 1 bus line and numerous steamship/barge lines.

The interstate highway system makes Pensacola an excellent base for
distribution. Interstate 10 extends through Escambia and Santa Rosa Counties,
and offers east-west access from Jacksonville, Florida to San Diego, California.
Interstate 65 is located in Mobile 65 miles to the west. This


                                                  H.J. Porter & Associates, Inc.
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AREA ANALYSIS - PENSACOLA, FLORIDA (CONTINUED)                                11

PHYSICAL AND LOCATIONAL FACTORS

interstate originates in south central Mobile and extends northwardly
terminating in Chicago, Illinois. Both interstates are heavily traveled and
accommodate a large volume of local and long distance traffic. Construction has
been completed on the I-110 spur to Downtown Pensacola. These improvements will
continue to provide an excellent highway system necessary for commerce.

Water transportation has contributed significantly to the economic development
of the area. The City operates the Port of Pensacola. There is a total of 50
acres of port facility with 460,000 sq.ft. of warehouse space. Convenient access
to both railway and interstate transportation is available at the port. Freight
rail service in Pensacola is provided by Burlington Northern and CSX
Transportation. Passenger service is provided by Amtrak.

ECONOMIC CONSIDERATIONS

The Pensacola Metropolitan Area has a relatively diverse economic base, with the
major industries being paper, chemicals, auto parts, textiles and electronics.
These industries are attracted to the area's natural resources which include
abundant water supplies required for paper and chemical processing (and
transportation), extensive timber lands in the surrounding areas that provide
raw materials for paper production, a port and river system that support water
transport and oil and gas reserves. Additionally, the mild climate and abundant
recreational water (and related) resources are fueling a growing
tourist/convention industry.

Per Capita Income in an area indicates the overall potential of residential and
retail sectors of the local real estate industry. In the case of residential
property, increasing income at a rate greater than inflation influences the
trade-up factor in housing whereby individuals are able to purchase more
expensive housing or are able to renovate and add to their existing homes.
Retail sales also benefit when people have more disposable income. Per Capita
Income in Pensacola has increased by a factor of 86.6% between 1980 and 1990.
This trend is projected to soften to a rate of 57.8% in the current decade. The
following table illustrates historical and projected Per Capita Income for
Escambia County.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

AREA ANALYSIS - PENSACOLA, FLORIDA (CONTINUED)                                12

Economic Considerations - (Continued)


              ====================================================
                        ESCAMBA COUNTY Per Capita Income
                       (in Millions, rounded to Thousands)
              ====================================================
                        1970                       3282

                        1980                      8,039

                        1990                     15,002

                        1995                     18,509

                        2000                     23,668

                        2005                     30,351
              ====================================================
              Source: Pensacola Area Chamber of Commerce, Dept. Of
                              Economic Development
              ====================================================

The regions major financial and lending institutions maintain a presence in the
Pensacola area. Major banks include, AmSouth, SouthTrust, Compass, Barnett,
Whitney, SunTrust, and First Union. These banks serve the needs of the region
with the capacity to handle the larger lending needs of business and industry.

As an indicator of a growing economic base, taxable retail sales have increased
over the past several years. The greatest growth took place in 1992 during the
nationwide economic recovery following the recession of the early 1990's. Since
1992 the rate of sales growth has slowed to a more sustainable level. The
following table demonstrates the change in retail sales since 1990.

      ====================================================================
                      TAXABLE RETAIL SALES - PENSACOLA MSA
      ====================================================================
                 Year                     Total               % Change
      --------------------------------------------------------------------
                 1990                 2,457,842,135              4.9

                 1991                 2,463,296,714               .2

                 1992                 2,728,671,683             10.7

                 1993                 2,936,165,865              7.6

                 1994                 3,126,552,039              6.5
      --------------------------------------------------------------------
          Source: Pensacola Area Chamber of Commerce, Dept. Of Economic
                                   Development
      ====================================================================

As noted previously, the occupational structure of the Pensacola economy is
changing rapidly. The fastest growing fields are in the services sector. This
change has been most evident in the healthcare field. Healthcare is now the
largest private employer in the Pensacola area. However, the largest total
employment in the region is in government positions. Of the twelve largest
employers in the area, all levels of government account for more than 67% of the
total employment. The presence of the U.S. Navy has had a great impact on the
city for many decades. As the U.S. military began contracting in the Post Cold
War era, Pensacola actually saw little impact on its regional economy



                                                  H.J. Porter & Associates, Inc.
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AREA ANALYSIS - PENSACOLA, FLORIDA (CONTINUED)                                13

ECONOMIC CONSIDERATIONS - (CONTINUED)

Due to the contraction. This was due to the realignment of several military
training operations which were reassigned to the Pensacola area.

The following table illustrates the twelve largest employers in the Pensacola
area.


================================================================================
                          PENSACOLA MSA MAJOR EMPLOYERS
================================================================================
Company                                                               Employees
- --------------------------------------------------------------------------------
Federal Government                                                      17,684
Local Government                                                         8,204
State of Florida                                                         3,996
Baptist Health Care (Health Care)                                        2,990
Sacred Heart Hospital (Health Care)                                      2,364
Monsanto Company (Nylon Fiber/Industrial Organic Chemicals)              1,500
HCA West Florida Regional Medical Center (Health Care)                   1,500
Gulf Power Company (Electric Utility)                                    1,523
Lakeview Center (Health Care)                                            1,300
Champion International Corporation (Paper Products)                      1,110
First Data Corporation                                                   1,100
Medical Center Clinic (Health Care)                                      1,127
- --------------------------------------------------------------------------------
Source: Pensacola Area Chamber of Commerce, Dept. Of Economic Development
================================================================================

GOVERNMENTAL CONSIDERATIONS

The City of Pensacola has a Council-Manager form of government. The Council
consists of 10 members elected for two year terms. The Manager is elected by the
Council and oversees the daily operation of city government. A Mayor is also
elected by the Council. The mayor only presides at council meetings but is not
allowed to vote.

Escambia County is governed by a five member commission. These commissioners are
elected for four year terms from the five county districts. An Administrator is
elected by the Commission to oversee county operations.

Both the county and city administer their own zoning ordinances. Regional issues
are handled by the West Florida Regional Planning Council. Building inspections
are required for properties located in either the city or county. Each
government entity maintains its own building department which provide inspection
service and zoning compliance certification. Public safety is handled by each
individual government. The City of Pensacola maintains its own police force as
well as employing over 100 fire fighters. In the areas of the county the
Escambia County Sheriffs office provides police protection while there are 16
volunteer fire stations throughout the county.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

AREA ANALYSIS - PENSACOLA, FLORIDA (CONTINUED)                                14

GOVERNMENTAL CONSIDERATIONS - (CONTINUED)

Florida has no individual income tax. Property and sales taxes provide necessary
revenues to operate local government. Sales tax is levied on tangible items
including rents, but is not levied on groceries and medicine. The current sales
tax rate is 7%. A corporate income tax of 5.5% is levied using a prescribed
formula.

Public utilities are provided by several major service providers. These include
electricity by Gulf Power, telephone by BellSouth, gas by Energy Services of
Pensacola, and water and sewer by Escambia County.

SOCIAL CONSIDERATIONS

Pensacola was first settled in 1559 by Don Tristan de Luna, a Spanish colonizer.
Pensacola is known as the city of Five Flags, having been under the rulership of
Spanish, French, British, Confederate, and United States governments. The city
has the distinction of being the oldest settlement in Florida, and was
established some six years prior to the colonization of St. Augustine. This
diverse background has had a strong influence on the societal and cultural
development of the area.

The cultural influences of old world Europe have directly impacted the
architectural styles found throughout the city. The center of the city is
Seville Quarter. This area is part of the original French settlement in
Pensacola. Seville Quarter has been preserved and today serves as a centerpiece
for entertainment and cultural activity. The architectural style found in the
district is French Colonial with ornate iron work ornamentation and traditional
brick construction.

The proximity of Pensacola to the Gulf of Mexico has undoubtedly been the
greatest influence on the city throughout the centuries. Today the Gulf and
Pensacola Bay are home to much large ocean going vessels than the Spanish
Galleons that ported here in the 1500's. The United States Navy has the greatest
maritime presence in the Pensacola area at present. Currently, there are several
thousand Navy personnel based out of area stations and fields. The largest Naval
facility in the area is Naval Air Station Pensacola.

A statistical study of the Pensacola area is best undertaken by examining the
Pensacola MSA and more specifically Escambia County. The Pensacola MSA consists
of the two most westerly counties in the Florida panhandle. These counties are
Santa Rosa County to the East and Escambia County to the West. The City of
Pensacola is located in Escambia County, the most populous county in West
Florida.

The population of the Pensacola MSA has steadily increased over the past several
decades with the greatest growth expected in the period between 1990 and 2000.
The population of the MSA increased by increased by 9.5% between 1990 and 1995,
an average annual increase of 1.9%.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

AREA ANALYSIS - PENSACOLA, FLORIDA (CONTINUED)                                15

SOCIAL CONSIDERATIONS - (CONTINUED)

The following table illustrates the historical increase as well as expected
population trends for the coming decade.

           ===========================================================
                           POPULATION - PENSACOLA MSA
                                  (Thousands)
           ===========================================================
                     1970                               244.7

                     1980                               291.2

                     1990                               345.4

                     1995                               378.3

                     2000                               413.0

                     2005                               438.5
           ===========================================================
              Source: Pensacola Area Chamber of Commerce, Dept. Of
                              Economic Development
           ===========================================================

Household formation is one other factor which greatly influences the
characteristics of an area. In the case of Pensacola household formation has
outpaced general population growth. This factor influences the residential real
estate market in particular in that more housing is necessary in order to
accommodate the additional growth in the total number of households. The
following table illustrates household growth in Escambia County in the recent
past.

          =============================================================
                              NUMBER OF HOSUEHOLDS

                                 Escambia County
          =============================================================
                     1970                            60,800

                     1980                            81,300

                     1990                            98,800

                     1995                           106,600

                     2000                           114,800

                     2005                           121,100
          =============================================================
             Source: University of Florida, Bureau of Economic and
                               Business Research
          =============================================================



Unemployment in the second quarter of 1996 for the Pensacola MSA, was estimated
at 4%. This figure illustrates a figure 1% below the average for the state of
Florida and the U.S. as a whole. Unemployment is expected to remain low into the
following year.


As noted in the following table, the fastest growing employment sector in the
region is service producing. The expected growth between 1990 and 1995 is near
250%. The indication is that the


                                                  H.J. Porter & Associates, Inc.
<PAGE>

AREA ANALYSIS - PENSACOLA, FLORIDA (CONTINUED)                                16

Pensacola area is experiencing a rapid transformation from being an industrial
and manufacturing city to a financial and technological center.

The following table illustrates expected trends in employment shifts by
category.

<TABLE>
<CAPTION>
=====================================================================================
                            EMPLOYMENT BY CATEGORIES

                                  Pensacola MSA
=====================================================================================
                                                                         % Chamber  
                                    1980       1990      1995      2000  (1990-1995)  
- -------------------------------------------------------------------------------------
<S>                                 <C>       <C>       <C>      <C>         <C>
Construction                        5,200     7,400     7,800    21,300     +5.4

Manufacturing                      14,200    12,800    11,900    11,200     -7.0

Transportation/Public               3,600     4,000     6,700     6,300    +67.5
Utilities

Wholesale Trade                     2,500     4,100     5,000     5,700    +22.0

Retail Trade                       11,800    18,900    27,000    29,300    +42.9

Finance/Insurance/Real Estate       2,700     4,300     5,600     5,800    +30.2

Services                            9,320     9,900    34,600    45,500   +249.5

Government                         18,300    25,200    30,100    30,000    +19.4

Total Non-farm Employment          97,600   129,700   143,200   159,800    +10.4

=====================================================================================
Source: Pensacola Area Chamber of Commerce Dept. Of Economic Development
=====================================================================================
</TABLE>

The University of West Florida, Pensacola Junior College, Troy Sate University -
Florida Region, and Pensacola Christian College all provide undergraduate and
post graduate educational opportunities to area residents. The schools presently
serve approximately 50,000 students annually. Public schools in the Pensacola
area are well recognized for providing a quality education. The special
offerings for public school participants include international and medical
training programs.

Numerous cultural activities are scheduled throughout the year, to include
symphony and chamber music concerts, ballet, theatre, and opera. Major area
attractions include Seville Quarter, the areas restored french quarter, the
National Museum of Naval Aviation, the Pensacola Civic Center, and Pensacola
Beaches. Major events held in Pensacola on an annual basis include Mardi Gras in
February, the Fiesta of Five Flags in June, the Spring Jazz Festival.

Recreational facilities abound throughout the Pensacola region. There are more
than a dozen public and private golf courses in the area. An annual PGA seniors
event is sponsored in the Pensacola area. Gulf coast beaches also provide prime
recreational opportunities.

CONCLUSION

Pensacola is recognized as a major commercial center for the State of Florida,
and the West Florida Gulf Coast. With excellent facilities including
interstates, railways, airports, and deep water sea

                                                  H.J. Porter & Associates, Inc.
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AREA ANALYSIS - PENSACOLA, FLORIDA (CONTINUED)                                17

ports, the areas transportation network serves to promote the desirability of
Pensacola for Industrial and Commercial development. In addition to necessary
infrastructure, the concerted efforts of local economic development agencies has
greatly enhanced Pensacola's image as an industry and commerce friendly
community. An abundance of social and cultural activities serve to promote the
livability of the Pensacola metro area. The ability of Pensacola to attract
investment capital should serve to promote sustained growth through the
foreseeable future.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                              SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                 [PHOTOGRAPHS]

1.   Front View of Subject

2.   Side View of Subject

3.   Rear View of Subject

4.   Neighborhood View Northwest along U.S. Highway 29

5.   Neighborhood View Southeast along U.S. Highway 29

6.   View along Old Chemstrand Road



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                              SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                 [PHOTOGRAPHS]

1.   Front View of Subject

2.   Side View of Subject

3.   Rear View of Subject

4.   Neighborhood View Northwest along U.S. Highway 29

5.   Neighborhood View Southeast along U.S. Highway 29

6.   View along Old Chemstrand Road


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                              SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                 [PHOTOGRAPHS]

1.   Front View of Subject

2.   Side View of Subject

3.   Rear View of Subject

4.   Neighborhood View Northwest along U.S. Highway 29

5.   Neighborhood View Southeast along U.S. Highway 29

6.   View along Old Chemstrand Road



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                              SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                 [PHOTOGRAPHS]

1.   Front View of Subject

2.   Side View of Subject

3.   Rear View of Subject

4.   Neighborhood View Northwest along U.S. Highway 29

5.   Neighborhood View Southeast along U.S. Highway 29

6.   View along Old Chemstrand Road


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                              SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                 [PHOTOGRAPHS]

1.   Front View of Subject

2.   Side View of Subject

3.   Rear View of Subject

4.   Neighborhood View Northwest along U.S. Highway 29

5.   Neighborhood View Southeast along U.S. Highway 29

6.   View along Old Chemstrand Road


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                              SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                 [PHOTOGRAPHS]

1.   Front View of Subject

2.   Side View of Subject

3.   Rear View of Subject

4.   Neighborhood View Northwest along U.S. Highway 29

5.   Neighborhood View Southeast along U.S. Highway 29

6.   View along Old Chemstrand Road


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              18

NEIGHBORHOOD ANALYSIS

The term neighborhood is defined in "The Appraisal of Real Estate" 11th Ed. at
page 189 as "a group of complementary land uses."

The four basic factors which must be considered in analyzing a neighborhood or
district, as in an area analysis are:

(1)  Physical and Locational Factors
(2)  Economic and Financial Factors
(3)  Political and Governmental Factors
(4)  Sociological Factors

Each of these factors is discussed briefly with conclusions as to their effect
on the subject property.

PHYSICAL AND LOCATIONAL FACTORS

The subject is located at the intersection of U.S. Highway 29 (Pensacola
Boulevard) and Tate School Road in unincorporated Escambia County, Florida. The
neighborhood, which is located approximately eleven miles north of downtown
Pensacola, contains portions of the municipalities of Gonzalez and Cantonment.
Neighborhood boundaries are generally described as Lake Becks Road to the north,
Chemstrand Road to the east, Nine Mile Road to the south, and County Road 97 to
the west.

U.S. Highway 29 is a four-lane divided highway that serves as one of the major
commercial arterials within the neighborhood. The site also has frontage along
County Road 95A, Tate School Road, and Old Chemstrand Road. All of these are
secondary two-lane arterials in the vicinity of the subject property.

Access characteristics within the neighborhood are good. U.S. Highway 29
provides good access to Nine Mile Road and Interstate Highway 10, which are
approximately three and five miles south of the subject property, respectively.
Interstate Highway 10 provides good local and regional access to the
neighborhood.

Land uses within the neighborhood include a variety of scattered commercial and
service oriented uses along U.S. Highway 29 as well as an abundance of vacant
land. In the immediate vicinity of the subject property is a Burger King
Restaurant, a convenience store, an old self service car wash, and a small
retail building.

The area to the east and west of the U.S. Highway 29 corridor is primarily
developed with singlefamily homes and mobile homes, with the southern portion of
the neighborhood being more densely developed. There are no directly competitive
neighborhood shopping centers in the subject's


                                                  H.J. Porter & Associates, Inc.
<PAGE>

NEIGHBORHOOD ANALYSIS - (CONTINUED)                                           19

immediate neighborhood area. The only existing center within the subject
immediate area is an older neighborhood shopping center that is loosing its
anchor tenant, Winn Dixie. The primary shopping center competitors are located
in the southern portion of the neighborhood near the densely developed Nine Mile
Road and U.S. Highway 29 commercial corridor. There are some heavy industrial
uses to the north of the subject in Cantonment and to the east of the property
near the intersection of Chemstrand Road and Old Chemstrand Road.

ECONOMIC AND FINANCIAL FACTORS

Neighborhood trends are upward. The neighborhood is experiencing both commercial
and residential growth. Several new single-family subdivisions were discovered
during the neighborhood inspection. The neighborhood has good access to downtown
Pensacola and surrounding employment centers by way of U.S. Highway 29,
Interstate Highway 10, and Interstate Highway 110.

POLITICAL AND GOVERNMENTAL FACTORS

Land within the neighborhood is zoned by several different municipalities,
including Cantonment, Gonzalez, and unincorporated Escambia County. There are a
wide variety of zonings and allowed land uses. All necessary public utilities
are available to the site, including electricity, sanitary sewer, natural gas,
and water. Police and fire protection are provided by Escambia County and the
various municipalities within the neighborhood.

SOCIOLOGICAL FACTORS

The neighborhood is well located with regard to the quality and availability of
services, including medical, educational, recreational, cultural, and
commercial. These services are readily accessible within and near the subject
neighborhood.

CONCLUSIONS

In conclusion, the subject neighborhood consists of a variety of land uses
including commercial, residential and industrial. Neighborhood trends appear
upward, as there is vacant land for continued residential and commercial
development. The neighborhood has good access to downtown Pensacola and is in
close proximity to the recreational amenities of the area. The projected growth
of the Pensacola metropolitan area should have a positive impact on the growth
prospects of the subject neighborhood. 



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                                    SITE PLAN
<PAGE>

                                                                              20

SITE ANALYSIS

The subject property is located on the northeast corner of U.S. Highway 29 and
Tate School Road. The site also fronts Old Chemstrand Road and County Road No.
95A. As indicated on the site plan on the facing page, the subject property is
irregular in shape. The individual site characteristics of the shopping center
site are as follows:

Size:               7.712 acres, or 335,935 square feet

Shape:              Irregular

Street Frontage:    528 feet along U.S. Highway 29
                    395 feet along Tate School Road
                    211 feet along Old Chemstrand Road
                    675 feet along County Road No. 95-A

Curb-Cuts:          There is one curb cut along U.S. Highway 29, one curb cut
                    along Tate School Road, two curb cuts along County Road No.
                    95-A, and one curb cut along Old Chemstrand Road.

Topography:         Basically level

Access:             The site is accessible from all four frontage streets.U.S.
                    Highway 29 is a primary four-lane highway, and the remaining
                    frontage streets are two-lane secondary arterials.

Drainage/Flood
Hazard:             According to the FEMA Flood Insurance Rate Map, Community
                    Panel No. 120080 0185 B, effective August 19, 1987, the
                    subject property is not located in a flood hazard zone. The
                    subject property was identified as being within Zone C,
                    which is defined as areas of minimal flooding. Flood
                    insurance is typically not required within Zone C for
                    lending purposes.

Soils:              Considered typical and adequate for development as evidenced
                    by the surrounding development. No soil analysis was
                    provided to the appraisers.

Utilities:          All necessary public utilities are available in sufficient
                    quantities for development.

Easements:          The property appears to feature standard easements
                    associated with utility use. No easements or encroachments
                    were discovered that would negatively impact the
                    marketability or utilization of the subject property.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

SITE ANALYSIS - (CONTINUED)                                                   21

Site Improvements:  There are approximately 165,000 square feet of asphalt and
                    11,500 square feet of concrete paving, which accommodates
                    320 parking spaces, drive lanes and loading areas. Other
                    improvements include approximately 2,500 linear feet of
                    concrete curbing, pylon side and parking lot light
                    standards.

Surrounding Uses:   Commercial



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              22

DESCRIPTION OF IMPROVEMENTS

The subject property is a neighborhood shopping center that was recently
completed. Based on a physical inspection by the Associate Appraiser and on
discussions with the developers, the improvements are complete and there are no
additional construction costs to the developer. However, Winn-Dixie is in the
process of completing tenant improvements and the Revco lease has not yet
commenced.

The center is comprised of one building containing 62,540 square feet of gross
building area, and 58,040 square feet of stated lease area. The difference
between gross building area and stated lease area is due to the Winn-Dixie
lease. Their space contains approximately 48,500 square feet, but the rent roll
states a demised area of 44,000 square feet, with the difference being the
loading and rear storage areas. Other divisions of space include 9,240 square
feet leased to Revco, 3,200 square feet leased to Movie Gallery, and 1,600
square feet leased to Subway.

The basic construction details that follow were obtained from the physical
inspection of the property by the Associate Appraiser on August 15, 1997. The
subject's basic construction details are as follows:


Property Type:      Neighborhood shopping center

Roof:               Built-up roof system over rigid insulation and metal
                    decking. The metal decking is supported by steel trusses.

Walls:              Exterior walls are brick veneer over concrete block on the
                    building front and painted concrete block on the sides and
                    rear.

Canopy:             Canopies are a combination of brick veneer and raised metal
                    seam awnings built on brick and decorative block columns.

Doors:              Anodized aluminum store front doors. Interior rest room
                    doors are hollow-core wood. Winn-Dixie is equipped with two
                    8' x 10' truck high loading doors in the rear building area.

Windows:            Anodized aluminum store fronts with single glazing.

Floor Covering:     Either tile or carpet floor covering

Insulation:         Rigid insulation in built-up roof system

Ceilings:           Suspended lay-in acoustic tile with fluorescent light
                    fixtures


                                                  H.J. Porter & Associates, Inc.
<PAGE>

DESCRIPTION OF IMPROVEMENTS - (CONTINUED)                                     23


HVAC:               Individual roof mounted electric central heating and cooling
                    for each unit. Make unknown.

Plumbing:           Winn Dixie is equipped with a four fixture men's restroom
                    and an eight fixture women's restroom. Subway, Movie Galley
                    and Revco are also equipped with two restrooms each.

Fire Safety:        The building is equipped with a wet sprinkler system.


Remarks:            The shopping center is in excellent overall condition. The
                    Revco space has a small mezzanine storage area above the
                    restrooms and employee lounge.
<PAGE>

                                                                              24

HIGHEST AND BEST USE

Highest and best Use is defined in the Dictionary of Real Estate Appraisal, 3rd
edition, page 171, as:

     "The reasonably probable and legal use of vacant land or an improved
     property, which is physically possible, appropriately supported,
     financially feasible, and that results in the highest value. The four
     criteria the highest and best use must meet are legal permissibility.
     physical possibility, financial feasibility, and maximum profitability."

Based on this definition, consideration must be given to both the subject land
site as if vacant, and the total property as improved.

HIGHEST & BEST USE - AS VACANT

PHYSICALLY POSSIBLE - The 7.712 acre size of the subject would support a wide
range of land uses. All necessary utilities and other public services are
available in sufficient quantities to support development. The shape and
configuration is well suited for a neighborhood shopping center. The site has
good access and exposure. The physical characteristics of the site allow for a
wide variety of potential land uses.

LEGALLY PERMISSIBLE - The property is currently zoned GBD, Gateway Business
District. Predominant uses include sales and service establishments, business
offices, and manufacturing. Permitted uses include all uses allowed in C-1 and
C-2, as well as planned business developments. Thus, allowed uses include a wide
variety of commercial and service uses, including shopping centers.

FINANCIALLY FEASIBLE - The subject's immediate area is developed with scattered
commercial and service uses along U.S. Highway 29. Considering the physical
characteristics of the subject property, including its good access and exposure
on a heavily traveled arterial, the most feasible use of the subject site, if
vacant, would be for retail use, including shopping center development.

MAXIMALLY PRODUCTIVE - In determining the highest and best use of the subject
site, "as if vacant and available", the use which is maximally productive
generally becomes the deciding factor. Maximally productive uses are limited by
the current real estate market, the availability of substitute property for
development, and the growth stage of the area. To be maximally productive, that
use which provides the most rerum to the land must be selected.

It has previously been determined that it would be physically possible, legally
permissible, and financially feasible to develop the site with a retail use
compatible with the current zoning classification and adjacent uses. Therefore,
as of the effective date of appraisal, retail use, including


                                                  H.J. Porter & Associates, Inc.
<PAGE>

HIGHEST AND BEST USE - (CONTINUED)                                            25

shopping center development, is considered to be maximally productive and
therefore the highest and best use of the subject site, as if vacant and
available.

HIGHEST AND BEST USE - AS IMPROVED

The same criteria utilized to determine the highest and best use of the subject
site, as if vacant and available for development, is utilized to determine the
highest and best use of the property, as improved.

As stated throughout this report, as of the date of appraisal, the subject site
is currently improved with a neighborhood shopping center with a gross building
area of 62,540 square feet. The subject improvements are considered to be in
good condition and functionally designed for their intended use.

PHYSICALLY POSSIBLE - The subject buildings are well located on the site with
parking conveniently located near the retail-shops. The existing building's
contribution to total value is substantial and appears to provide the highest
rerum to the land. The size and design of the building appears to be consistent
with highest and best use.

LEGALLY PERMISSIBLE - The subject improvements appear in conformance with
current zoning regulations.

FINANCIALLY FEASIBLE - No items were noted which would necessitate renovation or
improvement to command a higher rental rate.

MAXIMALLY PRODUCTIVE - The subject property represents a viable functioning
entity. The property is currently 100% leased and the improvements significantly
add to the property value as a whole. No other use or development option, as of
the effective date of value, would appear to generate a higher return to the
land. There is no other use that can economically substantiate the removal or
renovation of the existing improvements. Based on these factors, the existing
improvements are recognized as the highest and best use of the site as currently
improved.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              26

THE APPRAISAL PROCESS

The appraisal process is a procedure for estimating the market value of real
property. This process involves gathering all pertinent information available
from the market which may influence the value of the subject property. This data
is then utilized in forming an estimate of value based upon the three generally
accepted approaches to value. These three approaches are the Cost Approach, the
Income Approach, and the Direct Sales Comparison Approach.

COST APPROACH

The Cost Approach is defined as that approach in appraisal analysis which is
based upon the proposition that an informed purchaser would pay no more than the
cost of producing a substitute property with the same utility as the subject
property. It is assumed that the potential purchaser considers producing a
substitute property with the same utility as the property being appraised.

The application of the Cost Approach involves the following steps:

1.   Estimating value of the site as if vacant and available to be put to its
     highest and best use.

2.   Estimating the replacement cost new of the improvements.

3.   Estimating all elements of accrued depreciation.

4.   Subtracting the total accrued depreciation from the replacement cost new of
     the improvements (resulting in an estimate of the present worth of the
     improvements).

5.   Adding the present worth of all the improvements (including site
     improvements) to the estimated site value.

6.   Rounding the figure to an appropriate indication of value.

The major limitations of the Cost Approach is its reliance upon an estimation of
accrued depreciation. Generally, the older the property and the higher the
estimate of accrued depreciation, the less reliable becomes the value indication
from this approach. This is particularly critical in the valuation of older
properties that normally incur greater amounts of depreciation. The Cost
Approach is particularly appropriate when the property being appraised involves
relatively new improvements which represent the highest and best use of the site
or when the improvements are relatively unique or specialized and there is
limited or a total lack of comparable properties which have sold recently.


                                                  H.J. Porter & Associates, Inc.
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THE APPRAISAL PROCESS - (CONTINUED)                                           27

INCOME ANALYSIS

The Income Analysis is defined as that procedure in appraisal analysis which
converts anticipated benefits (dollar income or amenities) to be derived from
the ownership of property into a value estimate. Anticipated future income
and/or reversions are discounted to a present-worth figure through the
capitalization process.

This analysis requires an estimate of market rent based upon comparable rent of
leased properties. This rental estimate is a gross amount and all expenses to
real estate are deducted. These expenses include vacancy and rent loss which,
when subtracted from the gross income, produces the effective gross income.
Other expenses include real estate taxes, management cost, insurance cost, and
maintenance expense. If applicable, a reduction would also be made for services
and utilities. All expense estimates are obtained from the market by comparison
to similar structures.

After all expenses have been subtracted from the gross income, the resulting
figure is the net operating income, which will be capitalized into value. The
capitalization rate is derived from actual sales that have occurred in the
market place. The sales are analyzed in order to estimate the net operating
income of the property. After the net operating income is estimated, it is
divided by the sales price to provide an indication of the overall
capitalization rate. Capitalization rates can also be built up from the market
factors considered most applicable to income-producing properties. After the net
operating income and the capitalization rate are estimated, the net income is
then capitalized into a value indication by the applicable capitalization
technique.

SALES COMPARISON APPROACH

The Sales Comparison Approach is defined as that approach in an appraisal
analysis which is based upon the proposition that an informed purchaser would
pay no more for the property than the cost to him of acquiring an existing
property with the same utility. Presumably, the potential purchaser considers
the alternatives that are available to him and then makes a rational decision
based upon the information he has about those alternatives that are available to
him and then makes a rational decision based upon the information he has about
those alternatives.

The application of the Sales Comparison Approach involves selecting a number of
competitive properties which have recently sold on the market. The information
derived from this section is analyzed through an adjustment process which
develops indications of what the competitive properties would have sold for if
they possessed all the important characteristics of the subject property. These
indications fall into a pattern surrounding one figure which, when appropriately
rounded, is an indication of the market value of the subject property as of the
date of the appraisal.

The reliability of this approach is dependent upon the availability and
verification of the comparable sales data. The degree of comparability between
the competitive properties and the subject, and the


                                                  H.J. Porter & Associates, Inc.
<PAGE>

THE APPRAISAL PROCESS - (CONTINUED)                                           28

absence of non-typical conditions affecting the sales price of those properties
are also important items that are considered. Therefore, this approach is
particularly applicable when an active market provides sufficient quantities of
reliable data which can be verified from authoritative sources.

RECONCILIATION ANALYSIS

The reconciliation analysis is an evaluation process where the appraiser
carefully evaluates value indications from each of the three approaches. The
reliability of each approach to the present appraisal problem is examined and
weight is given to the accuracy, reliability, quantity of data available for use
in each approach, and the approach in which the market participant typically has
the greatest confidence.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              29

LAND VALUE - DIRECT COMPARISON

To estimate value for the subject site, a comparison is made between the subject
property and recent sales of similar large commercial sites in the Pensacola
metro market. Shopping Center site sales have only recently taken place due to
the oversupply of retail space in the early 1990's. Two new sales of shopping
center sites were located as was one older site. Shopping center development is
undertaken by developers who operate under similar development constraints.
These include prevailing market rental rates, location, and site layout. Sales
considered include:


Sale # 1
Address/Location:             Nine Mile Rd. @ Westside Dr. Pensacola, Florida
Grantor:                      John K. Edwards, Jr., et.al.
Grantee:                      Pen Air Federal Credit Union
Sale Date:                    02/05/1996
Sale Price:                   $450,000
Cash Equiv Price:             $450,000
Terms:                        Cash to Seller
Recorded:                     Deed Book 3922 Page 310; Escambia County
Verified With:                Grantee (Cox) (904) 453-4341
Verified By:                  Harris Hollans, H.J. Porter &
                              Associates
Date Verified:                01/28/1997
Rights Conveyed:              Fee simple title
Land Size:                    7.92 Acres
Zoning:                       Commercial
Highest & Best Use:           Commercial Development
Use At Sale:                  Vacant
Topo/Drainage:                Sloping/Adequate
Access/Visibility:            Good/Good
Utilities:                    All Public

Remarks:                      This property was purchased for the development 
                              of a branch office of a local credit union.

Indicators of Value           PRICE PER ACRE:    $56,818



                                                  H.J. Porter & Associates, Inc.
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LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    30


Sale # 2
Address/Location:             Nine Mile Rd. @ Pine Forest Rd. Pensacola, Florida
Grantor:                      Nine Mile Ranch, Inc.
Grantee:                      Albertson's, et.al.
Sale Date:                    01/30/1996
Sale Price:                   $1,140,000
Cash Equiv Price:             $1,140,000
Terms:                        Cash to Seller
Recorded:                     Deed Book 3912 Page 155 & 158; Escambia County
Verified With:                Cindy Homyak, With Grantor (904) 484-7395
Verified By:                  Harris Hollans, H.J. Porter & Associates
Date Verified:                01/28/1997
Rights Conveyed:              Fee simple title
Land Size:                    8.67 Acres
Zoning:                       Commercial
Highest & Best Use:           Commercial Development
Use At Sale:                  Vacant
Topo/Drainage:                Level/Adequate
Access/Visibility:            Good/Good
Utilities:                    All Public
Remarks:                      This property has been developed with an
                              Albertson's Shopping Center and includes
                              some local shop space. The property was
                              negotiated as one parcel by Albertson's.
                              Land for shop space was then sold off to a
                              preferred developer.

Indicators of Value:          PRICE PER ACRE:      $131,488


                                                  H.J. Porter & Associates, Inc.
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LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    31


Sale # 3
Address/Location:             29 North Shopping Center (Subject Property)
                              Pensacola Blvd. @ Old Chemstrand Rd.
                              Pensacola, Florida
Grantor:                      James C. Jennings, Jr., et.al.
Grantee:                      Cantonment Partners, Ltd.
Sale Date:                    01/05/1996
Sale Price:                   $580,000
Cash Equiv Price:             $580,000
Terms:                        Cash to Seller
Recorded:                     Deed Book 3898 Page 515; 549; and 584:
                              Escambia County
Verified With:                Woody Camp, CPM, With Grantee (615) 269-5444
Verified By:                  Harris Hollans, H.J. Porter &
                              Associates
Date Verified:                01/28/1997
Rights Conveyed:              Fee simple title
Land Size:                    7.712 Acres
Zoning:                       Commercial
Highest & Best Use:           Commercial Development
Use At Sale:                  Vacant (Older improvements)
Topo/Drainage:                Level/Adequate
Access/Visibility:            Good/Good
Utilities:                    All Public
Remarks:                      The site consisted of an assemblage of
                              three parcels. There were some older
                              improvements on the property at sale
                              which did not contribute to the value
                              of the site.

Indicators of Value:          PRICE PER ACRE:    $75,207


                                                  H.J. Porter & Associates, Inc.
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    32


Sale # 4
Address/Location:             Pine Forest Rd. @ Interstate Cir. 
                              Pensacola, Florida
Grantor:                      Lefferts L. Mabie, Jr.
Grantee:                      Bruno's, Inc.
Sale Date:                    08/01/1991
Sale Price:                   $886,800
Cash Equiv Price:             $886,800
Terms:                        Cash to Seller
Recorded:                     Deed Book 3040 Page 107; Escambia County
Verified With:                Joe Elliot, Agent (904) 456-9914
Verified By:                  Harris Hollans, H.J. Porter & Associates
Date Verified:                01/28/1997
Rights Conveyed:              Fee simple title
Land Size:                    10.89 Acres
Zoning:                       Commercial
Highest & Best Use:           Commercial Development
Use At Sale:                  Vacant
Topo/Drainage:                Level/Adequate
Access/Visibility:            Good/Good
Utilities:                    All Public
Remarks:                      This property was developed into a Food
                              World Super Center. There is additional
                              shop space on the north side of the
                              center

Indicators of Value:          PRICE PER ACRE:   $81,433


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                                 Land Sales Map
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    33

Land Sales 1 through 4 detailed above are compared to the subject's shopping
center site and adjusted to the subject for notable differences. These
adjustments are made in the adjustment grid below.

<TABLE>
<CAPTION>
=================================================================================================================================
                                                     LAND SALES COMPARISON GRID
=================================================================================================================================
<S>                           <C>               <C>                <C>                        <C>                    <C>       
Comp. Number                     Subject              #1                   #2                       #3                       #4

Grantor                                          Edwards            Nine Mile             Jennings, Et                    Mabie
                                                                                                    Al
Grantee                                          Pen Air          Albertson's               Cantonment             Bruno's Inc.

Location                      Cantonment,      Pensacola,       Pensacola, FL            Pensacola, FL            Pensacola, FL
                                      FL              FL

Cash Eq. Price                                  $450,000           $1,140,000                 $580,000                 $886,800

Date of Sale                      8/13/97         2/5/96              1/30/96                   1/5/96                   8/1/91

Land Size                           7.712           7.92                 8.67                    7.712                    10.89
(ACRE)
- ---------------------------------------------------------------------------------------------------------------------------------
ADJUSTMENT                                            #1                   #2                       #3                       #4

Conditions of Sale                                Normal               Normal                   Normal                   Normal

Net Adjustment                                        $0                   $0                       $0                       $0

Market Conditions                                   4.59%                4.64%                    4.84%                   18.14%

(Time) @            /year
8%
=================================================================================================================================
Preliminary Adj. Price                          $470,655           $1,192,896                 $608,072               $1,047,666

Preliminary Adj.                                 $59,426             $137,589                  $78,848                  $96,204

Price/ACRE
=================================================================================================================================
PHYSICAL                                              #1                   #2                       #3                       #4
DIFFERENCES
   Location                                            0%                 -20%                       0%                     -10%
   Access/Exposure                                     0%                 -10%                       0%                       0%
   Topography                                         15%                   0%                       0%                       0%
                                                      ---                   --                       --                       --
Subtotal- Physical                                    15%                 -30%                       0%                     -10%
=================================================================================================================================
Adjusted Price                                  $541,253             $835,027                 $608,072                 $942,899

Adjusted  Price/Acre                             $68,340              $96,312                  $78,848                  $86,584

Size                                                  0%                   0%                       0%                       0%

Adjusted Price Per Acre                          $68,340              $96,312                  $78,848                  $86,584
=================================================================================================================================
</TABLE>




                                                  H.J. Porter & Associates, Inc.
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    34

The comparable sales listed above were adjusted to the subject for:


Conditions of Sale: All sales were normal arm's length transactions that
                    required no adjustments.


Time:               Considers an increase in value of 3% per year over the past
                    several years. This is based on general trends as there were
                    no sales/resales found with which to compare.

Location:           Sales No. 2 and No. 4 are superior in location requiring
                    downward adjustments.

Access/Exposure:    Sale No. 2 is superior to the subject in corner influence
                    due to its location along two heavily traveled streets. No
                    other adjustments for access/exposure were required.

Size:               Based on an analysis using the Dilmore Size adjustment
                    table, no adjustments for size were required.

The comparable sales after adjustment, indicate a range of value from $68,340 to
$96,312 per acre. Most emphasis was placed on Sale No. 3, which was the sale of
the subject property. Based on these adjusted sales, the subject site, "As if
Vacant", is valued as:


================================================================================
                       Estimated Land Value - As if Vacant
================================================================================
       7.712 Acres @           $80,000  per Acre         =          $616,960
                                                     ROUNDED:       $617,000
================================================================================


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              35

COST APPROACH TO VALUE

The cost factors used are from the Marshall Valuation Service, a national cost
service indexed to the Pensacola market and found to be reliable and consistent
with costs incurred by builders within the area. The cost factors from this cost
service are inclusive of architect/engineering fees, construction period
interest, contractors overhead and profit, and normal site prep costs. Excluded
are site improvements such as paving, landscaping, etc., land costs, and
indirect costs such as developers profit and permanent loan fees.

Calculations of total building replacement costs are:

================================================================================
                            Valuation - Cost Approach
================================================================================
Estimated Replacement Cost New - [MARKET]
Good Class "C" - Sec 13, Pg 19
Base Cost                                        $56.83
Sprinkler. System                                 $1.80
Total Base Cost                                  $58.63
Current Cost Multiplier       x                    1.04
Local Cost Multiplier         x                    0.87
Perimeter Multiplier          x                    0.83
GBA                      48,500 Sq. Ft. @         $44.03 per Sq. Ft.  $2,135,464
                                                    =
Canopy @                  30% of Base Cost
                         2,200 Sq. Ft x      $13.21 per Sq. Ft.          $29,060
                                                                      ----------
                                                    =

Estimated Replacement Cost New - [NEIGHBORHOOD SHOPPING CENTER]
Average Class "C" - Sec 13, Pg 27
Base Cost                                        $46.08
Sprinkler System                                  $1.80
Total Base Cost                                  $47.88
Current Cost Multiplier       x                    1.04
Local Cost Multiplier         x                    0.87
Perimeter Multiplier          x                    0.97
GBA                      14,040 Sq. Ft. @        $42.02 per Sq. Ft.     $589,991
                                                    =

Canopy @                 30% of Base Cost
                         1,370 Sq. Ft x          $12.61 per Sq. Ft.      $17,271
                                                                      ----------

                                                    =
TOTAL REPLACEMENT COST NEW - ALL STRUCTURES                           $2,771,787
================================================================================


                                                  H.J. Porter & Associates, Inc.
<PAGE>

COST APPROACH TO VALUE - (CONTINUED)                                          36

INDIRECT COST

Indirect costs including developer's entrepreneurial profit and permanent loan
fees are added to the subject's direct cost to estimate the total value of the
subject property via the Cost Approach. Developer's entrepreneurial profit is
added at 20% based upon sales of new shopping centers, discussions with
Developers and Brokers, and with consideration given to the cross
collateralization of the portfolio of retail properties to which the subject is
a part. Permanent loan fees are added at the amount typically charged by lenders
- - 2% of the loan amount (1% construction - 1% permanent).

ACCRUED DEPRECIATION AND OBSOLESCENCE

The shopping center was recently completed and is in good condition.
Consequently, there are no items of deferred maintenance. Considering the recent
completion of the improvements and the good physical condition, no measurable
items of incurable physical depreciation are applicable. Based on inspection of
the subject property and its neighborhood, there is no functional or external
obsolescence.

Site improvements are added at their depreciated values and the underlying
vacant shopping center site land value is added as arrived at previously by
comparison. The calculation of Value by the Cost Approach is presented in
tabular form on the following page.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

COST APPROACH TO VALUE - (CONTINUED)                                          37

<TABLE>
<CAPTION>
================================================================================================
                                     VALUATION - COST APPROACH
================================================================================================
<S>                           <C>                 <C>     <C>        <C>              <C>     
DIRECT COST
Total Replacement Cost New - Structures (from prior page)                             $2,771,787
LESS DEPRECIATION:                                       Curable         Incurable
                                                         -------         ---------
 Physical                                                    0               0
 Functional                                                  0               0
 External                                                    0               0
 Total                                                       0               0                $0
                                                                                      ----------
Depreciated Cost of Shopping Center                                                   $2,771,787
Add: Site Improvements           Area       Cost/Sq. Ft.  % Dep.     Cost New
                                 ----       ------------  ------     --------
 Asphalt Paving               165,000             $2      0.00%      $247,500
 Concrete Paving               11,500             $2      0.00%       $20,125
 Concrete Curbs                 2,500             $8      0.00%       $18,750
 Light Poles                 Lump Sum                                 $18,000
 Landscaping                 Lump Sum                                 $20,000
Total Site ImproVements                                                                 $324,375
                                                                                      ----------
Total Depreciated Cost New                                                            $3,096,162
INDIRECT COST
 Developer Profit              20.009% of Total Cost/Land            $742,632
 Permanent Loan Fees @           2.00% of Loan Amount
 (Loan basis =                  75.00% of Land/Bldg Cost)            $66,837
Marketing/Lease                                                      $30,000
Commissions
TOTAL INDIRECT COST                                                                     $839,469
                                                                                      ----------
TOTAL REPRODUCTION COST NEW                                                           $3,935,631
LAND VALUE (from previous section)                                                      $617.000
                                                                                      ----------
PRELIMINARY VALUE BY COST -                                                           $4,552,631
                                                                       (Rounded)      $4,550,000
================================================================================================
</TABLE>


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              38

INCOME APPROACH TO VALUE

As a primary approach to value for the subject, the estimated net operating
income is capitalized into a value estimate by use of an overall capitalization
rate. In arriving at a net operating income, consideration is given to rentals
and expenses which are incurred in the operation of the property.

POTENTIAL GROSS INCOME

The subject property is anchored by Winn Dixie Marketplace containing 44,000
square feet of stated leased area, and Revco with 9,240 square feet. There are a
total of 4,800 square feet of non-anchored shop space presently leased to Movie
Gallery and Subway for $10.00 and $11.50 per square foot, respectively. Found in
the Addendum is a Lease Synopsis for each of the subject tenants.

In order to determine if the subject's local shop space rent is competitive and
market oriented, and to estimate market vacancy, four comparable neighborhood
shopping centers within Escambia County, Florida were inspected, surveyed, and
compared to the subject.

Comparable rentals considered for the subject's non-anchored space are shown on
the following pages.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                               Comparable Rentals
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        39



                                RENT COMPARABLE 1


                               [GRAPHIC OMITTED]
                                  [PHOTOGRAPH]



NAME:                         Alberston Center

LOCATION:                     Northeast corner of Nine Mile Road @ Pine Forest
                              Pensacola, FL

YEAR BUILT:                   1996

SIZE:                         67,000 Sq.Ft. GLA

ANCHORS TENANTS:              55,000 Sq.Ft. Albertsons
                              12,000 Sq. Ft. Local Shop
                              ------
                              67,000 Sq.Ft. GLA

SHOP TENANTS:                 Mail boxes, etc., Cuts By Us, Erika
                              D's, and Vick's Cleaners

SHOP SPACE RENTS:             $10.50- $12.00 per Sq. Ft.

EXP. CONTRIBUTIONS:           Taxes, CAM and Insurance and 15% Cam
                              Administrative Fee

SHOP OCCUPANCY:               60% (The vacant spaces are pending lease)

VERIFIED WITH:                Les Callahan (770) 395-7216 - 8/20/97
REMARKS:                      The overall condition and quality of
                              this shopping center is good. The
                              center is new and the pass through
                              expenses have not yet been established.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                       40



                                RENT COMPARABLE 2


                               [GRAPHIC OMITTED]
                                  [PHOTOGRAPH]



NAME:                    K & B Drug Center
LOCATION:                Northwest corner of Nine Mile Road and Palofax Highway
                         Pensacola, FL
YEAR BUILT:              1986
SIZE:                    25,400 Sq. Ft. GLA +/-
ANCHORS TENANTS:         15,000 Sq.Ft. +/- K & B Drugs
                         10,400 Sq. Ft. Shop Space
                         ------
                         25,400 Sq. Ft. GLA
SHOP TENANTS:            Subway, H&R Block, Cleaners, Mail Boxes, etc.,
                         Sincere Comics, Hair Salon, O'Malley's Liquors, etc.
SHOP SPACE RENTS:        $9.00 - $10.00 per Sq.Ft.
EXP. CONTRIBUTIONS:      Taxes, CAM, Insurance
SHOP OCCUPANCY:          87%
VERIFIED WITH:           Cindy Homack (850) 484-7395 8/19/97
REMARKS:                 The agent would not verify specific rents of the
                         tenants. Only a rental range for the shop space was
                         given. The asking rate for a 1,400 square foot vacant
                         space is $10.00 per square foot. According to the
                         agent, costs for taxes, insurance and CAM are running
                         about $1.42 per square foot annually.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                       41



                               RENT COMPARABLES 3


                               [GRAPHIC OMITTED]
                                  [PHOTOGRAPH]



NAME:                    Ensley Square
LOCATION:                Northeast Corner of Nine Mile Road and Palofax Highway
                         Pensacola, FL
YEAR BUILT:              1976
SIZE:                    60,630 Sq.Ft.
ANCHORS TENANT:          38,427 Sq. Ft. Delchamps
                         22,203 Sq.Ft. Shop Space
                         ------
                         60,630 Sq. Ft. GLA
SHOP TENANTS:            GTE Mobile Net, Vick's Cleaners, Isey's Pet Center,
                         Ann's Hallmark, Norwest Financial, Delcahps Liquor,
                         Optometrist.
SHOP SPACE RENTS:        $8.00- $12.00 per Sq.Ft.
EXP. CONTRIBUTIONS:      Cam, Tax and Insurance
SHOP OCCUPANCY:          92%
VERIFIED WITH:           Don Neal - (850) 477-7044, 8/18/97
REMARKS:                 The agent would not verify specific rents of the 
                         tenants. Only a rental range for the shop space was
                         given. The asking price for a vacant 1,800 square foot
                         space is $11.00 per square foot. The center is in
                         average condition and has been remodeled in the past 
                         five years.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                       42



                                RENT COMPARABLE 4


                               [GRAPHIC OMITTED]
                                  [PHOTOGRAPH]



NAME:                    North Plaza Shopping Center
LOCATION:                Southwest corner of Nine Mile Road and Palofax Highway
                         Pensacola, FL
YEAR BUILT:              1986
SIZE:                    82,858 Sq.Ft.
ANCHORS TENANT:          42,858 Sq.Ft. Food World
                         10,000 Sq. Ft. Big B Drugs
                         30,000 Sq.Ft. Shop Space
                         ------
                         82,858 Sq.Ft. GLA
SHOP TENANTS:            Food World Liquors, Cellular One, Dollar General,
                         Tae Kwon Do, Hair Etc., Momma's Wok Chinese.
SHOP SPACE RENTS:        $7.00 - $8.50 per Sq.Ft.
EXP. CONTRIBUTIONS:      Cam, Tax and Insurance
SHOP OCCUPANCY:          81% (Leases are pending that will bring
                         the center to 100% occupancy, if
                         executed).
VERIFIED WITH:           Matt Durney (850) 432-9944, 8/20/97
REMARKS:                 The agent would not verify specific rents of the 
                         tenants. Only a rental range for the shop space
                         was given. The agent indicated that the shop space bays
                         are 100 feet deep, which is why the rental rate is
                         below othe nearby shopping centers of similar quality.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                       43

Rental rates for non-anchored shop space in the four comparables range from
$7.00 to $12.00 per square foot. The most comparable center in terms of overall
quality is Rental No. 1, which was developed in 1996. The quoted rate within
this center is $12.00 per square foot. Based on the comparables and considering
the size of the subject's tenant spaces, the subject's current rent for the shop
space, which ranges from $10.00 to $11.50 per square foot appears to be
competitive and market oriented. As such, the subject's contract rent is
considered at market.

As with most modem neighborhood shopping centers, shop space tenants pay their
pro rata share of taxes, insurance, and common area maintenance. In addition to
these expense contributions, Subway, which occupies a 1,600 square foot space,
pays 15% of CAM and insurance expenses for administration, 5% of base rent for
management fee, and $.05 per square foot for structural reserves.

The contract rents for Winn Dixie and Revco, like most signature stores, are a
function of the development cost and negotiations between developer and tenant.
The Winn Dixie rent at $7.75 per square foot, and Revco at $7.75 per square foot
are within the range of rental rates for similar sized anchors as illustrated in
the following table.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                       44

<TABLE>
<CAPTION>
===================================================================================================================================
Tenant                           Location                                   Year                 Size-Sq.Ft.            Rent/Sq.Ft.
===================================================================================================================================
<S>                              <C>                                        <C>                  <C>                     <C> 
Winn Dixie                       Alabaster, AL                              1993                 44,000                 $6.50
Winn Dixie                       Panama City, FL                            1993                 44,000                 $7.15
Winn Dixie                       Moody, AL                                  1993                 44,000                 $7.00
Winn Dixie                       Chalkville, AL                             1994                 51,250                 $6.50
Winn Dixie                       Alexander City, AL                         1994                 44,000                 $6.75
Winn Dixie                       Chattanooga, TN                            1994                 44,000                 $7.05
Winn Dixie                       Anniston, AL                               1995                 44,000                 $7.70
Winn Dixie                       Birmingham, AL                             1995                 44,000                 $6.95
Winn Dixie                       Mobile, AL                                 1996                 51,282                 $8.00
Winn Dixie                       Dalton, GA                                 1996                 44,000                 $9.26
Winn Dixie                       Trussville, AL                             1996                 44,000                 $8.15
Winn Dixie                       Mobile, AL                                 1997                 44,000                 $9.00
Winn Dixie                       Pensacola, FL                              1997                 44,000                 $8.60
Winn Dixie                       Cantonment, FL                             1997                 44,000                 $7.75
Winn Dixie                       Parker, FL                                 1997                 44,000                 $7.80
Winn Dixie                       Mobile, AL                                 1997                 44,000                 $8.85
Winn Dixie                       Fairhope, AL                               1997                 51,282                 $9.25
===================================================================================================================================

===================================================================================================================================
Drugs for Less                   Birmingham, AL                             1993                 18,000                 $7.50
Harco Drugs                      Birmingham, AL                             1993                 12,876                 $5.95
Harco Drugs                      Pell City, AL                              1993                  9,100                 $7.50
Harco Drugs                      Alabaster, AL                              1993                  9,100                 $8.50
Big B Drugs                      Chattanooga, TN                            1994                  8,470                 $7.00
Harco Drugs                      Tuscaloosa, AL                             1994                 10,160                 $7.90
Revco                            Anniston, AL                               1995                  9,240                 $7.75
Scotty's                         Parker, FL                                 1995                 19,880                 $6.25
Revco                            Cantonment, FL                             1997                  9,240                 $7.75
Drugs for Less                   Birmingham, AL                             1995                 18,000                 $7.00
Revco                            Dalton, GA                                 1996                  8,450                 $9.75
Harco Drugs                      Mobile, AL                                 1997                 10,125                 $8.25
===================================================================================================================================
</TABLE>

Revco pays their pro rata share of taxes, insurance, and common area
maintenance. Winn Dixie has their own identified parcel and will directly pay
all taxes, insurance, and building and grounds maintenance. Due to the nature of
the Winn Dixie lease terms, which is non-terminable, their lease is considered a
"Bond Lease."

The Winn Dixie and Revco leases call for percentage rents. It is unlikely that
these tenants will reach a level of sales requiring percentage rent until they
have become well established in this market. As such, no income from percentage
rent is estimated.

The Potential Gross Income is the sum of the subject's contract rents plus
expense reimbursements for the pro rata share of taxes, insurance, and common
area maintenance, including CAM and insurance administrative fee, structural
reserves, and management fee for Subway. Expenses for these items are estimated
in the Expense Analysis on the following pages. The following table shows


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        45

the calculations of CAM and insurance administrative fee, structural reserves,
and management fee for Subway according to its lease structure.

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                      OTHER EXPENSE REIMBURSEMENT
====================================================================================================================================
                                              CAM Admin         Amount           St. Rev.      Amount      Management         Amount
                                              ---------         ------           --------      ------      ----------         ------
<S>                                             <C>               <C>               <C>           <C>              <C>          <C>
Movie Gallery                                        0%             $0              $0.00          $0              0%             $0
Subway                                              15%           $180              $0.05         $80              5%           $920
                                                                  ----                            ---                           ----
Category Totals                                                   $180                            $80                           $920
Grand Total                                     $1,180
====================================================================================================================================
</TABLE>








                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        46

The Potential Gross Income is calculated in the following table.

================================================================================
                             POTENTIAL GROSS INCOME
================================================================================
Anchor Tenants
         Winn Dixie           44,000 sq.ft. @      $7.75 =   $341,000
         Revco                 9,240 sq.ft. @      $7.75 =    $71,610
Subtotal                      53,240 sq.ft.                            $412,610
Non-Anchor Tenants
         Movie Gallery         3,200 sq.ft. @     $10.00 =    $32,000
         Subway                1,600 sq.ft. @     $11.50 =    $18,400
Subtotal                       4,800 sq.ft.                             $50,400
                                                                       --------
Total Rental                  58,040 sq.ft.                            $463,010
Income
Expense Contributions
         Revco                 9,240 sq.ft. @      $1.60 =    $14,784
Non-Anchor Tenants
         CAM Admin., St.
           Res., Mgt                                           $1,180
         CAM, Tax, Ins.        4,800 sq.ft. @      $1.60 =     $7,680
                              14,040                                    $23,644
                                                                       --------
POTENTIAL GROSS INCOME                                                 $486,654

================================================================================


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                       47

EFFECTIVE GROSS INCOME

Stabilized vacancy and collection loss is subtracted from Potential Gross Income
to estimate the Effective Gross Income. Winn Dixie and Revco have extended lease
terms and are considered credit anchor tenants. As such, no vacancy and credit
loss is calculated on their income. Local shop space in the four comparable
shopping centers ranged from 60% to 92%. However, management at the two centers
with the highest vacancy rates, Rentals No. 1 and No. 4, indicated that leases
are pending that will bring these centers to 100% occupancy.

There is good demand for local shop space in food anchored shopping centers
throughout the Pensacola area. Considering the size of the shop space, the
strength of the market, the subject's anchor tenant's, and the current leases in
place, vacancy and collection loss for the subject's non-anchored shop space is
estimated to be 5% ($59,260 x 5% = $2,963) of rent and expense reimbursements.
The effective gross income is calculated as follows.


                         $486,654  Potential Gross Income
                           $2,963  Vacancy and Collection Loss
                         --------                        
                         $483,691  Effective Gross Income

OPERATING EXPENSES

After estimating Effective Gross Income, all applicable expenses are deducted to
arrive at Net Operating Income. Due to the recent construction, no operating
history is available. To estimate the appropriate expense levels, statements
from similar shopping centers in the southeast are analyzed. The expense
comparables are presented below and on the following pages.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                       48

COMPARABLE # 1

Project Name:                       Delchamps Plaza North
Location:                           McFarland & Watermelon Road
                                    Tuscaloosa, AL
Year Built:                         1986    GLA: 59,389 SF
Source:                             Year End Statement
Type Center:                        Neighborhood
Analysis Year:                      1995    Analysis By: DPM


      Item                             Total             $/SF             %PGR
      ----                             -----             ----             ----
Potential Gross Rent                $459,768            $7.74           100.0%
Less Vac/Credit Loss:                  $-603           $-0.01            -0.1%
                                    --------            -----            ---- 
Effective Gross Rent:               $459,165            $7.73            99.9%
+ CAM/Reimbursement                  $41,120            $0.69             8.9%
+ Misc Income:                        $3,439            $0.06             0.7%
                                    --------            -----            ---- 
Effec. Gross Income:                $503,724            $8.48           100.0%

      Item                             Total             $/SF             %EGI
      ----                             -----             ----             ----
Less Expenses:
 Management:                         $30,762            $0.52             6.1%
 Ad Valoren Tax:                     $33,939            $0.57             6.7%
 Insurance:                           $4,915            $0.08             1.0%
 Administration Expense:              $1,391            $0.02             0.3%
 CAM:                                $41,892            $0.71             8.3%
 Miscellaneous:                       $8,765            $0.15             1.7%
                                    --------            -----            ---- 
Total Expenses:                     $121,664            $2.05            24.2%
                                    --------            -----            ---- 
Net Operating Income                $382,060            $6.43            75.8%
                                    ========            =====            ==== 

Comments: Utilities expense included in CAM. Miscellaneous expense is non-pass
          through expense for building repair.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                       49

Comparable # 2

Project Name:                       Delchamps Plaza South
Location:                           Skyland Blvd.
                                    Tuscaloosa, AL
Year Built:                         1986    GLA: 108,903 SF
Source:                             Year end operating statement
Type Center:                        Neighborhood Shopping Center
Analysis Year:                      1996    Analysis By: LHH


      Item                             Total             $/SF             %PGR
      ----                             -----             ----             ----
Effective Gross Rent:               $751,676            $6.90                %
+ CAM/Reimbursement                  $61,400            $0.56                %
+ Misc Income:                          $300            $0.00                %
                                    --------            -----           ----- 
Effec. Gross Income:                $813,376            $7.47           100.0%

      Item                             Total             $/SF             %EGI
      ----                             -----             ----             ----
Less Expenses:
 Management:                         $42,686            $0.39             5.2%
 Ad Valorem Tax:                     $39,174            $0.36             4.8%
 Insurance:                          $13,588            $0.12             1.7%
 Administration Expense:             $17,144            $0.16             2.1%
 CAM:                                $25,322            $0.23             3.1%
 Utilities                            $6,564            $0.06             0.8%
 Miscellaneous:                       $5,071            $0.05             0.6%
                                    --------            -----           ----- 
Total Expenses:                     $149,549            $1.37            18.4%
                                    --------            -----           ----- 
Net Operating Income:               $663,827            $6.10            81.6%
                                    ========            =====           ===== 

Comments: Misc. Expense is travel and structural repair.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                       50

COMPARABLE # 3

Project Name:                       Stratford Square
Location:                           East Boulevard
                                    Montgomery, AL
Year Built:                         1987    GLA: 121,236 SF
Source:                             Year End Statement
Type Center:                        Community Shopping Center
Analysis Year:                      1995    Analysis By: Philip Minor


      Item                             Total             $/SF             %PGR
      ----                             -----             ----             ----
Effective Gross Rent:               $771,843            $6.37                %
+ CAM/Reimbursements:               $118,804            $0.98                %
+ Misc Income:                          $412            $0.00                %
                                    --------            -----           ----- 
Effec. Gross Income:                $891,079            $7.35           100.0%

      Item                             Total             $/SF             %EGI
      ----                             -----             ----             ----
Less Expenses:
 Management:                         $43,173            $0.36             4.8%
 Ad Valorem Tax:                     $47,541            $0.39             5.3%
 Insurance:                           $12,98            $0.11             1.5%
Administration Expense:              $13,769            $0.11             1.5%
 CAM:                                $53,488            $0.44             6.0%
 Miscellaneous                        $5,650            $0.05             0.6%
                                    --------            -----           ----- 
Total Expenses:                     $176,608            $1.46            19.8%
                                    --------            -----           ----- 
Net Operating Income:               $714,471            $5.89            80.2%
                                    ========            =====           ===== 

Comments: Miscellaneous expense includes $3,62 for on-site management, and
          $1,888 advertising and promotion.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                       51

COMPARABLE # 4

Project Name:                       Corner Village
Location:                           Auburn, AL
Year Built:                         1978    GLA: 62,510 SF
Source:                             Year End Statement
Type Center:                        Community Shopping Center
Analysis Year:                      1995    Analysis By: Philip Minor


      Item                             Total             $/SF             %PGR
      ----                             -----             ----             ----
Effective Gross Rent:               $260,657            $4.17                %
+ CAM/Reimbursements:                $22,347            $0.36                %
+ Misc Income:                           $83            $0.00                %
                                    --------            -----           ----- 
Effec. Gross Income:                $283,087            $4.53           100.0%

      Item                             Total             $/SF             %EGI
      ----                             -----             ----             ----
Less Expenses:
 Management:                         $10,663            $0.17             3.8%
 Ad Valorem Tax:                     $21,172            $0.34             7.5%
 Insurance:                           $4,405            $0.07             1.6%
 Administration Expense:              $3,556            $0.06             1.3%
 CAM:                                $25,305            $0.40             8.9%
 Utilities:                             $332            $0.01             0.1%
 Miscellaneous                        $1,718            $0.03             0.6%
                                    --------            -----           ----- 
Total Expenses:                      $67,151            $1.07            23.7%
                                    --------            -----           ----- 
Net Operating Income:               $215,936            $3.45            76.3%
                                    ========            =====           ===== 

Comments: Miscellaneous expense is building repair and maintenance.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                       52

Based on these expense comparables, the pertinent expense categories in
appropriate amounts are estimated below. Because Winn Dixie is responsible for
paying all operating expenses associated with their store, the following expense
estimates reflect estimated expenses for Revco and the non-anchored tenants
only.


Management/Leasing:                    The management fee of the comparable
                                       properties ranged from 3.8% to 6.1%.
                                       As indicated previously, the subject
                                       property is one of fifteen shopping
                                       centers in a cross collateralized
                                       portfolio of retail properties under
                                       single management. Considering
                                       economies of scale, the subject's
                                       management fee is estimated at the
                                       low end of the range at 4% of
                                       effective rental income.

Ad Valorem tax:                        The subject's ad valorem tax, as
                                       previously discussed, is estimated at
                                       $11,952 per year.

Insurance:                             The subject property is covered under
                                       a blanket insurance policy, and being
                                       new, has no established premium.
                                       Based upon the insurance premiums in
                                       other northwest Florida Shopping
                                       Centers, the cost of insuring the
                                       subject's improvements and the cost
                                       of liability insurance is estimated
                                       to be $4,200 per year or $.30 per
                                       square foot.

Common Area Maintenance:               Based on the expense comparables,
                                       which range from $.23 to $.71 per
                                       square foot, as well as discussions
                                       with local shopping center managers,
                                       common area maintenance and repair
                                       expense is estimated at $6,300 per
                                       year or $.45 per square foot.

Structural Maintenance:                Structural maintenance is estimated
                                       to be $.08 per square foot for a
                                       total annual amount of $1,100. The
                                       comparables ranged from $.03 to $.15
                                       per square foot.

Administrative:                        This expense is estimated to be $400
                                       per year or $.03 per square foot.

Total operating expenses are estimated to be $28,732 per year or $2.05 per
square foot for the Revco and non-anchor tenant spaces.

Net Operating Income


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE- (CONTINUED)                                        53

The subject's net operating income is calculated by subtracting the Operating
Expenses from the Effective Gross Income and illustrated as:


                         $483,691 Effective Gross Income
                          $28,732 Operating Expenses
                         --------                     
                         $454,959 Net Operating Income

OVERALL CAPITALIZATION RATE

To estimate the subject's value via the Income Approach, the subject's
stabilized net operating income is capitalized with an overall capitalization
rate of 9.00%. The selected overall capitalization rate is based on several
methods of capitalization rate development with consideration given to the
non-terminable Winn-Dixie lease and cross collateralization of the subject
property with the other fourteen shopping centers in the securitized portfolio
of retail properties. The cap rate development methods, which are presented
following the Income Approach Summary on the following page, includes rates
extracted from comparable sales, recently published investor surveys, and three
methods using mortgage and equity positions which include the Ellwood, Band of
Investment, and Debt Coverage Ratio Methods.

Rates extracted from the comparable sales, ranged from 9.64% to 10.53%, with an
average of 10.04%. Published rates from the Korpacz Second Quarter 1997 Investor
Survey ranged from 8.25% to 13.00% with an average rate of 9.84%. The most
likely rates from the three mortgage/equity methods ranged from 8.87% to 9.14%.
The rates developed with mortgage/equity factors reflect current condition and
declining interest rates. The criteria used for these methods was taken from the
above investor survey and from interviews with mortgage brokers.

The High, Middle, and Low average of the five methods of cap rate development
are 10.32%, 9.36%, and 8.72%, respectively. Based on this analysis and the above
considerations, the subject's overall capitalization rate is estimated to fall
between the Middle and Low range of the five methods.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                       54

ESTIMATED VALUE BY INCOME APPROACH

The subject's stabilized net operating income of $454,959 is capitalized with an
overall capitalization rate of 9.0% for an estimated prospective market value
estimate "At Stabilized Occupancy" of $5,055,100, which is rounded to
$5,060,000. A summary of the Income Approach to Value is presented below.


================================================================================
                           VALUATION - INCOME APPROACH
================================================================================
POTENTIAL GROSS INCOME
Anchor Tenants
  Wine Dixie                  44,000 sq.ft.@       $7.75 =   $341,000
  Revco                        9,240 sq.ft.@       $7.75 =    $71,610
Subtotal                      53,240 sq.ft.@                          $412,610
Non-Anchor Tenants
  Movie Gallery                3,200 sq.ft.@      $10.00 =    $32,000
  Subway                       1,600 sq.ft.@      $11.50 =    $18,400
Subtotal                       4,800 sq.ft.@                           $50,400
                                                                    ----------
Total Rental Income           58,040 sq.ft.@                          $463,010
Exprense Contribution
  Revco                        9,240 sq.ft.@       $1.60 =    $14,784
Non-Anchor Tenants
  CAM Admin., St Res., Mgt.                                    $1,180

  CAM, Tax, Ins.               4,800 sq.ft.@       $1.60 =     $7,680
                              14,040                                   $23,644
                                                                    ----------
POTENTIAL CROSS INCOME                                                $486,654
Less Vacancy and Collection Loss
  Non-Anchor                      5% Rent +Exp. Cont.    =              $2,963
Tenants
EFFECTIVE GROSS INCOME                                                $483,691


                                                       % of    $ per
Less Expenses:                                        E.G.I.   S. F.
                                                      ------   -----
                      Management:             $4,780     40%   $0.34
                      Ad. Val. Tax           $11,952    2.5%   $0.85
                      Insurance               $4,200    0.9%   $0.30
                      CAM                     $6,300    1.3%   $0.45
                      St. Maint.              $1,100    0.2%   $0.08
                      Misc. Admin               $400    0.1%   $0.03
Total Expenses                                          5.9%   $2.05   $28,732
                                                                    ----------
NET OPERATING INCOME                                                  $454,959
Capilized at                                    9.0%                $5,055,100
TOTAL INDICATED VALUE - At Stabilired Occupancy    (Rounded)        $5,060,000

================================================================================


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                       55


================================================================================
Property Capitalization
Rate Justification
================================================================================
                                           High         Middle            Low
                                           ----         ------            ---
                                          --------------------------------------
1. Market extracted rates for              10.53%       10.04%           9.64%
                                          --------------------------------------

          similar local properties

                                          --------------------------------------
2. Recent published cap rates              13.00%        9.84%           8.25%
                                          --------------------------------------

          used by institutional investors - Source: Korpacz Report 
          2nd Quarter 1997

3. Ellwood method calculated rates 
          11.55% = Eqty yield before tax

% Property appreciation (income) over
hold period=                              -5.00%        0.00%           5.00%
          75% = Mortgage percent of valued 
        7.75% = Mortgage interest rate 
        20.0% = Mortgage term in years 
        10.0% = Investment holding period 
        9.85% = Rm = Mortgage constant
        14.4% = Rmp = Mortgage constant over holding period 
        31.6% = P = Percent of mortgage paid off over hold period
         5.8% = SFF = Sink fund factor 
        37.2% = J factor
                                          --------------------------------------
                Calculated cap rate =       9.36%        8.90%           8.45%
                                          --------------------------------------

4. Band of Investment Method
          Mortgage percent to value       70.000%       75.00%          80.00%
                  Mortgage constant        10.35%        9.85%           9.35%
            Equity percent to value        30.00%       25.00%          20.00%
             Eqty cash on cash rate         8.00%        7.00%           6.00%
                                          --------------------------------------
                Calculated cap rate         9.65%        9.14%           8.68%
                                          --------------------------------------

5. Debt Coverage Ratio Method
          Req'd debt coverage ratio          1.35         1.20            1.15

          Mortgage percent to value        70.00%       75.00%          80.00%
                  Mortgage constant        10.35%        9.85%           9.35%
                                          --------------------------------------
                Calculated cap rate         9.06%        8.87%           8.60%
                                          --------------------------------------

            Average of Five Methods        10.32%        9.36%           8.72%

================================================================================


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                       56

================================================================================

                                Explanatory Notes
                          Capitalization Rate Evidence

The accompanying chart illustrates 5 different sets of data or evidence as to
appropriate current property capitalization rates.

         Item # 1 Reflects the current range in capitalization rates in the
         southeast based on actual sales - this information is historical in
         nature although there has been a fairly consistent pattern evident in
         this market over the years.

         Item # 2 Reflects actual cap rates used by large financial institutions
         in the acquisition and financing of major real estate projects. These
         rates are also historical in nature, but are based on properties of a
         magnitude atypical in this market area. Properties that would appeal to
         at least a regional and perhaps a national market of potential buyers.

         Item # 3 Reflects a calculated cap rate utilizing the Ellwood model
         based on future expectations in income and property value growth and
         equity yield rates - explicit input assumptions are listed. This method
         is compelling when market mortgage and equity yield returns are
         predictable and property and income changes can be reliably predicted.

         Item # 4 Analyzes required capital outlays to service both the debt (ie
         mortgage payment) and the equity (cash on cash or before tax cash flow
         or equity dividend). The weighted average of these required returns is,
         by definition, equal to the capitalization rate. It should be noted
         that the mortgage interest rate and equity yield rate are NOT part of
         this calculation.

        Item #5 Provides another method often used by lenders. The debt coverage
        ratio is a factor equal to the net operating income divided by the
        annual debt service - in other words, it is an estimate of the "cushion"
        or excess of net operating income over and above debt service. The
        calculated cap can be solved for by the following formula R(o) = R(m) X
        DCR X M.

The actual cap rate used by appraisers in this analysis is bracketed by this
information. Further, this chart illustrates the implicit market expectations of
the various investment parameters that are reflected by the specific
capitalization rate used.
================================================================================


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                                                              57

SALES COMPARISON APPROACH

To estimate the subject property's value by the Sales Comparison Approach, a
direct comparison is made with actual sales of other neighborhood shopping
center properties. These sales are analyzed on the basis of price per square
foot of gross leaseable area (GLA) and their effective gross income multiplier
(EGIM).

While the subject property is part of a large portfolio of retail properties
which would most likely be marketed as a total package, no sales of similar
portfolio of properties were found with which to compare. The market for retail
properties is national, and purchases are made on the strength and reliability
of the income stream. Similar shopping center sales were located in the
Southeast United States.

Each sale is adjusted to the subject for pertinent items, including unusual
financing or conditions of sale, time lapsed since sale, and physical
differences such as age, condition, and construction quality and location as
reflected in the net operating income.

The sales considered are detailed on the following pages with a comparison and
adjustment following the presentation of the sales data.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                [PHOTO OMITTED]
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                      58


Sale #1
Address/Location:                     Village At Moody
                                      US Highway 411
                                      Moody, AL
Grantor:                              FS Partnership, Ltd.
Grantee:                              Birmingham Realty
Sale Date:                            02/14/1996
Sale Price:                           $4,485,000
Cash Equiv Price:                     $4,485,000
Equity:                               $1,485,000
Debt:                                 $3,000,000
Terms:                                $1,485,000 cash plus assumption of
                                      $3,000,000 mortgage at market rates and
                                      terms.
Recorded:                             Book 261, Page 313; St. Clair County
Verified With:                        Paul Spina, Grantor (205) 733-1131
Verified By:                          David Mullins, H.J. Porter & Associates
Date Verified:                        04/10/1996
Rights Conveyed:                      Leased Fee
Land Size:                            8.43 Acres
Access/Visibility:                    Average/Average
Highest & Best Use:                   Neighborhood Shopping Center
Parking:                              396          Parking Ratio: 6.51
Building Size:                        60,800 SF(NRA)
Land:Bldg Ratio:                      6.0
Year Built:                           1995
Condition:                            Good
Building
Description:                          In-line, one story masonry construction
                                      with brick exterior on front and sides,
                                      and CCB on rear. Flat built-up roof
                                      system.
Anchors:                              Winn Dixie - 44,000 SF
Anchor - Sq. Ft.:                     44,000       Anchor %: 72.37
Local:                                J&E Ent., Head Start, Movie Gallery, Open
                                      Book, Vulcan Rehab, Moody Cleaners, Vill.
                                      Beverage, Merle Norman, Nail Shop
Local - Sq. Ft.:                      16,800       Local %: 27.63
Lease Information:                    Winn Dixie - $7.00 PSF, Local tenant rent
                                      range $10.50 to $11.50 PSF with average
                                      of $10.67 PSF. All tenants pay pro-rata
                                      share of CAM, tax, and insurance.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                      59

Sale#1 (Continued)


ANALYSIS
(1\2\3))*Source                                TOTAL $ AMOUNT     $ PER SF (NRA)
                                               --------------     --------------
(A\E\F)       Potential Gross Income:                $533,922          $8.78
(A\E\F)       Vac & Credit Loss:                       $9,920          $0.16
                                                     --------          -----
(A\E\F)       Effec. Gross Income:                   $524,002          $8.62
(A\E\F)       Less Expenses:                          $87,536          $1.44
                                                     --------          -----
(A\E\F)       Net Oper. Income                       $346,470          $7.18


   =============================================================================
(*)Field 1:       S=Seller         B=Buyer             A=Appraiser
   Field 2:       A=Actual         E=Estimated
   Field 3:       P=Prior Year     F=Year Following
   =============================================================================


INDICATORS OF VALUE:               Price Per SF (NRA):     $73.77
                                   PGIM:                   8.40
                                   EGIM:                   8.56
                                   R(o):                   9.73%
                                   Expense Ratio:          16.70

Remarks:  At time of sale this center was less than one year old and did not
          have a complete year of operating history. PGI includes contract rent
          plus estimated expense contributions. Market vacancy estimated at 5%
          of local tenant rent and expense contributions. Expenses include 4%
          management fee, taxes at $.58 PSF, insurance at $.10 PSF, CAM at $.40
          PSF, and St. Maintenance at $.05 PSF. This center is located at the
          northeast corner of I-20 and US Highway 411 in Moody, Alabama. This
          area is a rapidly growing commercial district in the
          Birmingham/Atlanta interstate corridor.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                [PHOTO OMITTED]
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                      60

Sale #2

Address/Location:                   Middle Beach Shopping Center Middle Beach
                                    Road and Bechrich Road Bay County, Florida
Grantor:                            Sembler Family Partnership #8.
Grantee:                            Secured Properties Investors XII, L.P.
Sale Date:                          9/9/1994
Sale Price:                         $5,775,000
Cash Equiv Price:                   $5,775,000
Terms:                              Cash to Seller
Recorded:                           O.R. Book 1523 Page 1166; Bay County
Verified By:                        Lee Weaver - Pardue, Heid, Church, Smith &
                                    Waller
Rights Conveyed:                    Leased Fee
Land Size:                          8.57 Acres
Access/Visibility:                  Good/Good
Highest & Best Use:                 Shopping Center
Building Size:                      69,877 SF(NRA)
Land:Bldg Ratio:                    5.34
Year Built:                         1994
Condition:                          Good
Building
Description:                        One Story masonry construction neighborhood
                                    shopping center. Built up flat roof.
Anchor:                             Publix
Anchor - Sq. Ft.:                   56,077      Anchor %: 80.3
Local:                              Movie Gallery, Jane's Hallmark, Jan's
                                    Pizza, Far Horizon's Travel, Baskin
                                    Robbins, Office Express Classique Hair
                                    Styles, Herb Shop.
Local- Sq. Ft.:                     13,800      Local %: 19.7
Lease Information:                  All tenants pay a pro-rata share of CAM,
                                    Taxes, and Insurance.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                      61

Sale #2 (Continued)


ANALYSIS
(1/2/3) *Source                                TOTAL $ AMOUNT     $ PER SF (NRA)
                                               --------------     --------------
(A\E\F)     Potential Gross Income:                  $747,600         $10.70
(A\E\F)     Vac & Credit Loss:                        $16,754          $0.24
                                                     --------          -----
(A\E\F)     Effec. Gross Income:                     $730,846         $10.46
(A\E\F)     Less Expenses:                           $148,846          $2.13
                                                     --------          -----
(A\E\F)     Net Oper. Income                         $582,000          $8.33


   =============================================================================
(*)Field 1:     S=Seller        B=Buyer              A=Appraiser
   Field 2:     A=Actual        E=Estimated
   Field 3:     P=Prior Year    F=Year Following
   =============================================================================


INDICATORS OF VALUE:            Price Per SF (NRA):               $82.65
                                PGIM:                               7.73
                                EGIM:                               7.90
                                R(o):                              10.08%
                                Expense Ratio:                      20.4%


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                [PHOTO OMITTED]
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                      62

Sale #3
Address/Location:               North Hixson Marketplace
                                Hixson Pike and Camp Columbus Road
                                Chattanooga, TN
Grantor:                        North Hixson, L.L.C.
Grantee:                        Amberjack Ltd.
Sale Date:                      03/04/1996
Sale Price:                     $4,760,000
Cash Equiv Price:               $4,760,000
Terms:                          Cash to seller
Recorded:                       Hamilton County
Verified With:                  Dick Schmalz, with Grantor (205) 871-2617
Verified By:                    David Mullins, H.J. Porter & Associates
Date Verified:                  03/15/1996
Rights Conveyed:                Leased Fee
Land Size:                      9.24 Acres
Access/Visibility:              Average/Average
Highest & Best Use:             Neighborhood Shopping Center
Parking:                        405        Parking Ratio: 5.88
Building Size:                  63,270 SF(NRA)
Land:Bldg Ratio:                6.4
Year Built:                     1995
Condition:                      Good
Building
Description:                    One story neighborhood shopping center with
                                split face block exterior walks and
                                synthetic stucco on steel stud canopy.
Anchors:                        Winn Dixie (49,600 sf GBA & 44,000 sf NRA);
                                Big B Drugs 8,470 sf
Anchor - Sq. Ft.:               52,470     Anchor %: 82.93
Local:                          Movie Gallery, Sally's Beauty and other
                                local tenants
Local - Sq. Ft.:                10,800     Local %: 17.07
Lease Information:              Anchor and Local: CAM, Taxes and Insurance


                                                 H. J. Porter & Associates, Inc.
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                      63

Sale #3 (Continued)

ANALYSIS
(1/2/3) *Source                                TOTAL $ AMOUNT     $ PER SF (NRA)
                                               --------------     --------------
(A\E\F)     Potential Gross Income:                  $623,083        $9.85
(A\E\F)     Vac & Credit Loss:                        $13,057        $0.21
                                                     --------        -----
(A\E\F)     Effec. Gross Income:                     $610,026        $9.64
(A\E\F)     Less Expenses:                           $124,533        $1.97
                                                     --------        -----
(A\E\F)     Net Oper. Income                         $485,493        $7.67
                                                     

   =============================================================================
(*)Field 1:     S=Seller        B=Buyer              A=Appraiser
   Field 2:     A=Actual        E=Estimated
   Field 3:     P=Prior Year    F=Year Following
   =============================================================================


INDICATORS OF VALUE:            Price Per SF (NRA):               $75.23
                                PGIM:                             $ 7.64
                                EGIM:                               7.80
                                R(o):                              10.2%
                                Expense Ratio:                     20.41%


Remarks:  At time of sale, there were two vacant local shops containing 2,400
          sq.ft. Expense contribution included in PGI and local vacancy. Vacancy
          based on 10% of local shop income plus expense contributions. Expenses
          based on 4% management, excluding expense contributions, $1.59 for
          taxes, CAM and insurance plus $.05 for structural reserves. The
          estimated expenses were consistent with Grantor's proforma. Average
          local shop space rent for leased space was $10.45/sf.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                [PHOTO OMITTED]
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                      64


Sale #4
Address/Location:       Hillcrest Marketplace
                        Hillcrest Road @ Grelot Road
                        Mobile, Alabama

Grantor:                Hillcrest Marketplace, Ltd.
Grantee:                Confidential
Proposed Sale Date:     9/15/97
Sale Price:             $6,490,000
Cash Equiv Price:       $6,490,000
Terms:                  Cash to seller
Recorded:               Sale Pending
Verified With:          Scott Holcombe, Arlington Properties - Developer
                        (205) 328-9600
Verified By:            Harris Hollans, H.J. Porter & Associates
Date Verified:          04/02/1997
Rights Conveyed:        Leased Fee Interest
Land Size:              12.49 Acres
Access/Visibility:      Good/Good
Highest & Best Use:     Neighborhood Shopping Center
Parking:                359        Parking Ratio: 4.63
Building Size:          76,365 SF(NRA)
Land:Bldg Ratio:        7.1
Year Built:             1997
Condition:              New
Building
Description:            Red brick veneer front over concrete block wall.
                        Reinforced concrete slab. Single ply membrane
                        roof. Raised seam metal and canvas awning.
Anchors:                Winn Dixie (51,282 sq.ft.), Revco (9,240 sq.ft.)
Anchor - Sq. Ft.:       60,522   Anchor %:   79.25
Local:                  Various regional, national, & local
Local- Sq. Ft.:         15,843   Local %:   20.75
Lease Information:      Winn Dixie rent was $8.00 per sq.ft. Revco rent was
                        $8.00 per sq.ft. Local rents were pro-forma $11.50,
                        actual was $12.50 per sq.ft. Anchor expense
                        contributions were estimated at $.99 per sq.ft. with
                        local tenants at $1.38 per sq.ft.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                      65

Sale #4 (Continued)

ANALYSIS

(1|2|3) *Source                                TOTAL $ AMOUNT     $ PER SF (NRA)
                                               --------------     --------------
(A\E\F)        Potential Gross Income:               $756,072          $9.90
(A\E\F)        Vac & Credit Loss:                     $17,613          $0.23
                                                     --------          -----
(A\E\F)        Effec. Gross Income:                  $738,459          $9.67
(A\E\F)        Less Expenses:                        $112,823          $1.48
                                                     --------          -----
(S\E\F)        Net Oper. Income                      $625,636          $8.19


   =============================================================================
(*)Field 1:     S=Seller        B=Buyer              A=Appraiser
   Field 2:     A=Actual        E=Estimated
   Field 3:     P=Prior Year    F=Year Following
   =============================================================================


INDICATORS OF VALUE:            Price Per SF (NRA):               $84.99
                                PGIM:                             $8.58
                                EGIM:                             8.79
                                R(o):                             9.6400%
                                Expense Ratio:                    15.28%



Remarks:  The total Gross Building Area of the shopping center was 77,557 sq.ft.
          Local tenant space was projected to be 100% leased prior to
          completion. The sale of the property was also negotiated prior to
          completion. Estimated completion date was July 1997. There were five
          out-parcel lots at the center which were not included in the
          transaction. Significant site work was necessary for development.
          Estimated site work totaled $85,000 per acre. Out-parcels were
          marketed to Wendy's, New York Bagel, and Boston Market.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                [PHOTO OMITTED]
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                      66

Sale #5

Address/Location:              Ensley Square Shopping Center
                               Northeast Corner of Nine Mile Road and Palofax
                               Highway
                               Pensacola, Florida
Grantor:                       Noro - Ensley Square Holdings BV
Grantee:                       Branch / HOP Associates, L.P.
Sale Date:                     11/15/1995
Sale Price:                    $3,450,000
Cash Equiv Price:              $3,450,000
Terms:                         Cash Buyer assumed loan of $1,518,700 at a
                               reported market level rate. No known affect on
                               sale price.
Recorded:                      O.R. Book 3872 Page 477; Escambia County
Verified By:                   Terry Hoffman, MAI - Hoffman & Associates
Rights Conveyed:               Leased Fee
Land Size:                     6.41 Acres
Access/Visibility:             Good/Good
Highest & Best Use:            Shopping Center
Building Size:                 60,630 SF(NRA)
Land:Bldg Ratio:               4.61
Year Built:                    1976
Condition:                     Average
Building
Description:                   One story masonry and wood exterior neighborhood
                               shopping center. Built up flat roof.
Anchors:                       Delchamps
Anchor - Sq. Ft.:              38,427     Anchor %:     63.4
Local:                         Radio Shack, GTE Mobile Net, Vick's Cleaners,
                               Isey's Pet Center, Ann's Hallmark, Northwest
                               Financial, Delchamp's Liquor, etc.
Address/Location:              Ensley Square Shopping Center
Local - Sq. Ft.:               22,203     Local %:     36.6
Lease Information:             Tenants pay a pro-rata share of CAM, Taxes, and
                               Insurance.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                      67

Sale #5 (Continued)

ANALYSIS

(1/2/3) (*)Source                              TOTAL $ AMOUNT     $ PER SF (NRA)
                                               --------------     --------------
(A\E\F)        Effective Gross Income                $454,218          $7.49
(A\E\F)        Expenses                               $90,843          $1.50
                                                     --------          -----
(A\E\F)        Net Oper. Income                      $363,375          $5.99


   =============================================================================
(*)Field 1:     S=Seller        B=Buyer              A=Appraiser
   Field 2:     A=Actual        E=Estimated
   Field 3:     P=Prior Year    F=Year Following
   =============================================================================

INDICATORS OF VALUE:         Price Per SF (NRA):     $56.90
                             PGIM:                   N/A
                             EGIM:                   7.60
                             R(o):                   10.53%
                             Expense Ratio:          20%

Remarks:  Verification of effective gross income was through the purchaser's
          agent. Net income was estimated based on discussions with the agent.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                               ------------------
                               Improved Sales Map
                               ------------------



                                 [MAP OMITTED]
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       68

The sales detailed above are compared and adjusted to the subject for pertinent
items of difference as:

<TABLE>
<CAPTION>
====================================================================================================================================
                                             SUMMARY OF IMPROVED SALES AND ADJUSTMENTS
====================================================================================================================================
Comp. Number                        Subject                 #1                #2               #3                #4               #5
<S>                                <C>            <C>                 <C>            <C>                 <C>              <C>     
Center Name                                             Vill @            Middle     North Hixson         Hillcrest           Ensley

                                                         Moody             Beach                                              Square

Grantor                                            FS Partners           Sembler      North Hixon         Hill. Ltd             Noro

Grantee                                           Birm. Realty           Secured       Amberjack.             Conf.           Branch

                                                                                            Lltd.

Cash Eq.Sale Price                                  $4,485,000        $5,775,000       $4,760,000        $6,490,000       $3,450,000

Date of Sale                       10/18/97            2/14/96            9/9/94           3/4/96            7/1/97         11/15/95

Gross Leasable Area                  58,040             60,800            69,877           63,270            76,365           60,630

Sale Price/Sq.Ft.                                       $73.77            $82.65           $75.23            $84.99           $56.90

NOI                                $454,959           $436,470          $582,000         $485,493          $625,636         $363,375

NOI                                   $7.84              $7.18             $8.33            $7.67             $8.19            $5.99

EGIM                                                      8.56              7.90             7.80              8.79             7.60
- ------------------------------------------------------------------------------------------------------------------------------------
ADJUSTMENTS                                                 #1                #2               #3                #4               #5

Conditions of Sale                                      Normal            Normal           Normal            Normal           Normal

                                                         $0.00             $0.00            $0.00             $0.00            $0.00

Market Conditions/Time                                    8.4%             15.5%             8.1%              1.5%             9.6%

@ 5% Per Year
====================================================================================================================================
Preliminary Adj. Price/Sq.Ft.                           $79.96            $95.46           $81.33            $86.26           $62.37
====================================================================================================================================
PHYSICAL                                                    #1                #2               #3                #4               #5
DIFFERENCES

NOI Adjustment                                            9.2%             -5.9%             2.2%             -4.3%            30.8%

Overall Adjustment                                       $7.36           ($5.63)            $1.79           ($3.71)           $19.21

Final Adjusted Price/Sq. Ft. of Bldg                    $87.32            $89.83           $83.12            $82.55           $81.58
====================================================================================================================================
</TABLE>


                                                  H.J. Porter & Associates, Inc.
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       69

The sales were adjusted to the subject for the following items:

CONDITION OF SALE:            No adjustment indicated.

TIME:                         Considers an increase of 5% per year based on
                              analysis of the overall capitalization rates of
                              the comparable sales and range of rates from the
                              five methods considered in the Income Approach.

NET OPERATING INCOME:         The comparable sales were adjusted to the subject
                              based on the difference in net operating income.
                              The physical and economic characteristics such as
                              condition, age, vacancy, size, and location are
                              reflected in a property's net operating income. As
                              indicated in the following table, there is a
                              direct relationship between the sale price per
                              square foot and net operating income per square
                              foot.

                    ===============================
                     SP/SF                   NOI/SF
                    -------------------------------
                    $73.77                   $7.18

                    $82.65                   $8.33

                    $75.23                   $7.67

                    $84.99                   $8.19

                    $56.90                   $5.99
                    ===============================

                              The adjustment for NOI is based on the following
                              formula: the comparable sales NOI per square foot
                              is subtracted from the subject's estimated NOI per
                              square foot and the difference is divided by the
                              comparable's NOI per square foot.

The comparable sales present an adjusted range of value from $81.58 to $89.83
per square foot. Most emphasis was placed on Sales No. 1 through No. 4, as they
are most similar in terms of overall effective age. Based on this analysis, with
consideration given to the non-terminability of the Winn Dixie lease and the
subject's cross collateralization, the subject's value is estimated at $85.00
per square foot.

Based on these adjusted sales, the subject property is valued by direct
comparison as:


58,040 Sq. Ft. GLA @ $85.00     =                           $4,933,400

                                Rounded                     $4,930,000


                                                  H.J. Porter & Associates, Inc.
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       70

The Effective Gross Rent Multipliers (EGIM) derived from the above sales are
highlighted as:

 
                              SALE #                EGIM
                              ------                ----
 
                                1                   8.56
 
                                2                   7.90
 
                                3                   7.80
 
                                4                   8.79
 
                                5                   7.60
 
The Effective Gross Income Multipliers of the five comparable sales range from
7.6 to 8.79. Based on these sales, with consideration given to declining
interest rates, the subject's EGIM is estimated at the high end of the range.
The subject is valued by EGIM as:


$483,691 EGIM x 8.70       =                                        $4,208,112

                           Rounded                                  $4,210,000

Due to discrepancies between the sales and the subject property with regard to
expense collections, expense ratios and reimbursement income, the price per
square foot technique is considered the most reliable in this instance.
Considering this factor, the concluded prospective market value estimate "At
Stabilized Occupancy" by the Sales Comparison Approach is $4,900,000.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              71

RECONCILIATION AND FINAL VALUE ESTIMATES

Cost Approach .....................................................   $4,550,000

This approach is felt to be reliable, being based on a respected national cost
service's figures as well as actual cost of other centers and the Developer's
cost breakdown. The land value is based on commercial land sales from the
subject's market area and is felt to be well supported. However, this approach
does not mirror the actions of investors in properties similar to the subject.
Therefore, this approach is given little consideration in the final value
estimate.

Income Approach ...................................................   $5,060,000

This approach is felt to be most indicative of the subject's value. It best
reflects current and projected market conditions as they relate to the subject
and mirrors the actions of investors in today's market. Overall, this approach
is afforded greatest consideration and is supported by the Market Approach.

Market Approach ...................................................   $4,900,000

This approach is based on the most recent sales of other neighborhood shopping
centers. Due to discrepancies between the sales and the subject property with
regard to expense collections, expense ratios and reimbursement income, the
price per square foot technique is considered the most reliable in this
instance. This approach is afforded less consideration than the Income Approach.

Based on the value indications summarized above, we are of the opinion that the
subject's leased fee interest, has a prospective market value estimate "At
Stabilized Occupancy" as of October 18, 1997, of:


                       FIVE MILLION FIFTY THOUSAND DOLLARS
                       -----------------------------------
                                  ($5,050,000)

               Divided As:

               Improvements                         $4,433,000
               Land                                 $  617,000
                                                    ----------
               Total                                $5,050,000


                                                  H.J. Porter & Associates, Inc.
<PAGE>

VALUATION - "AS IS"                                                           72

The value "As Is" is calculated by subtracting the estimated value loss due to
rent loss because the Winn Dixie and Revco leases have not yet commenced and
rental payments are not yet being collected. According to the information
supplied by the owner, the subject property is currently 100% leased. However,
based on projections by a representative of the owner, it will be September 18,
1997, or approximately one month before the Winn Dixie lease commences. Based on
review of the Revco (Big B) lease agreement, the Revco lease must commence
within 30 days after the opening of the Winn Dixie Store, which is scheduled for
September 18, 1997. The appraisers are unable to pinpoint a lease commencement
date for Revco. Based on the information available and the fact that
construction of interior trade fixtures has not yet begun within this space,
lease commencement is projected for 30 days after the projected Winn Dixie
commencement, or October 18, 1997. Thus, the projected commencement date is
approximately two months from the date of inspection.

No vacancy factor is included for either of the above mentioned leases, as both
are considered high credit, anchor tenants with long-term lease agreements. Winn
Dixie is responsible for its own common area maintenance, taxes, and insurance.
Thus, no deduction for lost CAM charges, taxes, or insurance is estimated for
the Winn Dixie space. Also, due to the recent completion of the center, actual
CAM charges for shopping center for the next two months will likely be nominal
and have not been included in the rent loss on the Revco space. The rent loss is
calculated by adding the lost revenue associated with the monthly minimum rent
for both spaces. Based on projections, the center will suffer one month's rent
loss from Winn Dixie and two months' rent loss from Revco. The rent loss is
calculated as follows:

                              RENT LOSS CALCULATION

Winn Dixie (One Month's Base Rent)               $28,416.66
Revco (Two Month's Base Rent)                    $11,935.00
                                                 ----------
Total Estimated Rent Loss                        $40,351.66
Rounded                                          $40,000.00

Based on the above analysis, the subject has a concluded "As Is" market value
estimate as of August 13, 1997, of:

Concluded Prospective Market Value
"At Stabilized Occupancy":                       $5,050,000

Less: Value Loss Associated with Rent Loss:      $   40,000
                                                 ----------

Concluded "As Is" Market Value Estimate:         $5,010,000


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              73

                                  CERTIFICATION

We certify that, to the best of our knowledge and belief,...

1.   The statements of fact contained in this report are true and correct.

2.   The reported analyses, opinions, and conclusions are limited only by the
     reported assumptions and limiting conditions, and are our personal,
     unbiased professional analyses, opinions and conclusions.

3.   Neither party signing this report has a present or prospective interest in
     the property that is the subject of this report, nor do they have any
     personal interest or bias with respect to the parties involved.

4.   Our compensation is not contingent on an action or event resulting from the
     analyses, opinions, or conclusions in, or the use of, this report. Our
     compensation is not contingent upon the reporting of a predetermined value
     or direction in value that favors the cause of the client, the amount of
     the value estimate, the attainment of stipulated result, or the occurrence
     of a subsequent event.

5.   Our analyses, opinions, and conclusions were developed, and this report has
     been prepared, in conformity with the requirements of the Code of
     Professional Ethics and the Standards of Professional Practice of the
     Appraisal Institute, and the Uniform Standards of Professional Appraisal
     Practice as promulgated by the Appraisal Standards Board of the Appraisal
     Foundation.

6.   The use of this report is subject to the requirements of the Appraisal
     Institute and the applicable Real Estate Appraisers Board relating to
     review by its duly authorized representatives.

7.   This assignment was made subject to regulations of the applicable State
     Real Estate Appraisers Board. The undersigned state certified appraiser has
     met the requirements of the board that allow this report to be regarded as
     a 'certified appraisal'.

8.   Howard J. Porter, Jr., MAI, CCIM, is currently certified under the
     continuing education program of the Appraisal Institute.

9.   Howard J. Porter, Jr., MAI, CCIM, has not made a personal inspection of the
     property that is the subject of this report.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              74
                           CERTIFICATION - (CONTINUED)

10.  Matthew S. Rice, Associate, has made a personal inspection of the property
     that is the subject of this report.

11.  No one provided significant professional assistance to the persons signing
     this report.

12.  This appraisal assignment was not based on a requested minimum valuation, a
     specific valuation, or the approval of a loan.

13.  Based upon the foregoing investigations and analysis, it is our opinion
     that the subject property has leased fee market value estimates as follows:

     Prospective Market Value Estimate
     "At Stabilized Occupancy"
     As of October 18, 1997

                       FIVE MILLION FIFTY THOUSAND DOLLARS
                       -----------------------------------
                                  ($5,050,000)

     "As Is" Market Value Estimate
     As of August 13, 1997

                        FIVE MILLION TEN THOUSAND DOLLARS
                        ---------------------------------
                                  ($5,010,000)


/s/ Howard J. Porter                                  11/13/97
- -----------------------------------------             ----------
Howard J. Porter, Jr., MAI, CCIM                      Date
Certified General Real Property Appraiser
Alabama Certificate #G51


/s/ Mattew S. Rice                                    11/13/97
- -----------------------------------------             ----------
Mattew S. Rice, Associate                             Date
Certified General Real Property Appraiser
Florida Temporary Practice Permit #0001153


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              75

EXHIBITS
         Location Map.............................................Facing Page 4
         Tax Map Location ........................................Facing Page 7
         Area Map ...............................................Facing Page 10
         Subject Photographs ................................... Facing Page 18
         Site Plan ..............................................Facing Page 20
         Land Sales Map .........................................Facing Page 33
         Rental Map .............................................Facing Page 39
         Improved Sales Map .....................................Facing Page 68

REAR EXHIBITS
         Korpacz Real Estate Investor Survey
         Engagement Letter
         Assumptions and Limiting Conditions
         Qualifications
         Certifications

                                                 H.J. Porter & Associates, Inc.
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                       Winn-Dixie Montgomery, Inc.

Area:                         44,000 Sq. Ft.

Term:                         20 years

Lease Commencement:           Projected by developer for September 18, 1997

Renewal Options:              6 option for 5 years each at same rent and terms

Minimum Rental:               $341,000/year, or $7.75/sf

Percentage Rent:              1% over natural breakpoint

Expenses:                     Winn-Dixie will be responsible for building and
                              grounds maintenance,ad valorem taxes, and property
                              insurance on their delineated area. This is a
                              triple net lease wherein the tenant is responsible
                              for a expenses associated with the operation of
                              the property.

Repairs by Landlord:          None
Repairs by Tenant:            All


Subletting:                   Tenant has right to use, vacate, assigned, sublet
                              in whole or part for retail food store or any
                              other lawful use.

Subordination:                Yes

Non-Terminability:            This lease shall not terminate and the Tenant
                              shall not have any right to terminate this lease
                              during the Term. Basic rent and all other sums
                              payable by Tenant shall be paid without notice or
                              demand, and without set-off, counterclaim,
                              recoupment, abatement, suspension, deferment,
                              diminution, deduction, or defense.

                              It is the intention of this lease that the
                              obligations of the Tenant shall be separate and
                              independent covenants and agreements, and that
                              Basic Rent and all other sums payable by Tenant
                              shall continue to be payable in all events, and
                              that the obligations of Tenant shall continue
                              unaffected.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                       Revco Drugs

Area:                         9,240 Sq. Ft.

Term:                         15 years

Lease Commencement:           Required to be within 30 Days after the opening of
                              Winn Dixie. The Winn-Dixie lease is projected by
                              the developer to commence on September 18, 1997.

Renewal Options:              3 options for 5 years each

Minimum Rental:               Year One:      $7.75
                              Year Two:      $8.00
                              Years 3-15:    $8.25
                              Option 1:      $8.75
                              Option 2:      $9.25
                              Option 3:      $9.75

Percentage Rent:              2% over natural breakpoint

Expense Contributions:
         C.A.M.               Pro-rata share
         Tax                  Pro-rata share
         Insurance            Pro-rata share
         Structural Res.      None
         Management Fee       None

Utilities Paid By:            Tenant

Repairs by Landlord:          Roof, foundation, structural portions of the
                              building including exterior walls, exterior
                              concealed plumbing.

Repairs by Tenant:            All interior components and mechanical equipment
                              plus exterior doors and plate glass.

Parking:                      5 spaces per 1,000 sf of leasable area

Subletting:                   Yes, with Lessor's written permission

Subordination:                Yes



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                       M.G.A., Inc. (Movie Gallery)

Area:                         3,200 Sq. Ft.

Term:                         3 Years

Lease Expiration:             Mid-1997 (Exact commencement date not provided)

Renewal Options:              Two, three-year options

         Minimum Rent:        $10.00 per Sq. Ft.
         Option One:          $11.00
         Option Two:          $11.50

Percentage Rent:              None

Expense Contributions:

         C.A.M.               Pro-rata share
         Tax                  Pro-rata share
         Insurance:           Pro-rate share
         Structural Res.      None
         Management Fee       None

Repairs by Landlord:          Roof, exterior walls, foundation, sprinkler
                              systems, exterior canopies, and structural
                              components.

Repairs by Tenant:            HVAC and interior repairs

Parking:                      No requirement

Subletting:                   Requires written permission from landlord

Remarks:                      Tenant has the right to terminate the lease by
                              giving 30 days written notice if one or more of
                              the largest anchors close for business.


                                                 H.J. Porter & Associates, Inc.
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                       Subway Real Estate Corp.

Area:                         1,600 Sq. Ft.

Term:                         5 Years

Lease Commencement:           Mid-1997 (Exact commencement date not provided)

Renewal Options:              Two, five-year options (if Winn Dixie does not 
                              expand)

Minimum Rent:                 Years 1-3: $11.50 per Sq. Ft.
                              Years 4-5: $12.00 per Sq. Ft.

Percentage Rent:              None
Expense Contributions:
         C.A.M.                      Pro-rata share
         Tax                         Pro-rata share
         Insurance:                  Pro-rate share
         Structural Res.             $.05
         Management Fee              5% of the monthly minimum rent
         Cam Administration:         15%

Repairs by Landlord:          Roof, and exterior structural portions of the
                              building

Repairs by Tenant:            HVAC and interior repairs

Parking:                      Minimum of 3 spaces per 1,000 sq. ft. of gross
                              floor area.

Subletting:                   Requires written permission from landlord

Subordination:                Yes

Remarks:                      Tenant may assign or sublet to any bona-fide
                              Subway Licensee/Franchisee. Agreement in lease
                              states that tenants' liability upon default shall
                              not exceed six (6) month's base rent.



                                                 H.J. Porter & Associates, Inc.
<PAGE>

=======
Korpacz
=======
NATIONAL STRIP SHOPPING CENTER MARKET

The trend toward investors focusing on retail acquisitions continues this
quarter. They believe that since the prices of other property types have been
bid up retail offers better relative values. "We're seeing the beginning of a
run up in retail again," says one participant. The major interest tends to be on
neighborhood and community centers.

     The optimum size of the ideal strip shopping center is 100,000 square feet
to 130,000 square feet, but investors will also consider larger properties,
especially if there is the potential to put in other anchor stores. such as
Marshall's or T.J. Maxx. Although buyers prefer not to have centers that are
smaller than 100.000 square feet some portfolios may have centers as small as
70,000 square feet and as large as 200.000 square feet. "But there you have to
take good with bad." comments a participant. The supply of available strip
centers is plentiful, but it is hard to find those of optimum size that are
anchored by a market-dominant grocery store.

     The importance of the grocery anchor is based on its capability to generate
traffic in the center, which greatly enhances the landlord's ability to lease
the in-line stores. The traffic increases in-line store sales volume, which
mitigates the risk of ownership and provides the investor with the requisite
yield from such a center.

     The size of the grocery anchor is also significant in its competitive
position. Although the optimum size varies by market, in major metropolitan
areas between 50,000 square feet and 75,000 square feet is ideal. In smaller
markets a 40,000-square-foot store can be successful. However, the older
25,000-square-foot stores are considered functionally obsolete.

     Over the next 12 months, prices in the national strip shopping center
market are expected to remain stable or drop slightly. Survey participants put
the average decrease at 1.78%.

     Key indicators in the national strip shopping center market support the
expectation of stagnant values for the year. Again this quarter, the changes in
indicators are small. The average discount rate (IRR)increased 2 basis points
(see Table 7). This follows a 10basis-point decrease last quarter.

     The average overall cap rate (OAR) decreased 1 basis point to 9.34%. Highly
desirable centers trade at cap rates between 8.00% and 10.00%, but most close at
cap rates between 10.00% and 11.00%.

     Strip shopping centers have long been perceived to pose higher investment
risk than regional malls, and both IRRs and going-in cap rates have reflected a
premium for the higher risk. In fourth quarter 1996. however for the first time
since we began tracking the national strip shopping center market in fourth
quarter 1991, the average IRR, fell below the national regional mall market
average IRR. This quarter the rates are 11.55% and 11.75% respectively.

     The strip shopping center OAR is still considerably higher than the
regional mall rate. The spread between the two had narrowed during 1996.
However, last quarter's 7-basis-point increase in the strip shopping center OAR
widened the gap again. The current OAR premium is 127 basis points. It was 173
one year ago. By comparison, the national power center OAR is 9.58%, 26 basis
points lower than the strip shopping center rate.

     Investors would like to acquire portfolios of neighborhood and community
shopping centers that are located in one region, thus presenting the opportunity
for management and leasing efficiencies. These are difficult to find, however,
and are priced at a premium.|_|

TABLE 7
NATIONAL STRIP SHOPPING CENTER MARKET
SECOND QUARTER 1997


KEY INDICATORS                CURRENT QUARTER      LAST QUARTER      YEAR AGO
==========================  ==================== ================= =============
Discount Rate (RR)(a)
=========================== ==================== ================= =============
RANGE                          10.00%-14.00%       10.00%-14.00%   10.00%-14.00%
AVERAGE                           11.55%              11.53%          11.74%
CHANGE (Basis Points)               --                  +2             -19

==========================  ==================== ================= =============
Overall Cap Rate (OAR)(a)
==========================  ==================== ================= =============
RANGE                          8.25%-13.00%        8.25%-13.00%    8.25%-13.00%
AVERAGE                           9.84%               9.85%           9.90%
CHANGE (Basis Points)               --                  -1             -6

==========================  ==================== ================= =============
Market Rent Change Rate(b)
==========================  ==================== ================= =============
RANGE                          0.00%-6.00%         0.00%-6.00%     0.00%-6.00%
AVERAGE                           2.83%               2.73%           2.60%
CHANGE (Basis Points)               --                 +10             +23

==========================  ==================== ================= =============
Expense Change Rate(b)
==========================  ==================== ================= =============
RANGE                          0.00%-5.00%         0.00%-5.00%     2.00%-5.00%
AVERAGE                           3.58%               3.67%           3.99%
CHANGE (Basis Points)               --                  -9             -41

==========================  ==================== ================= =============
Residual Cap Rate
==========================  ==================== ================= =============
RANGE                          8.25%-12.00%        8.25%-12.00%    8.25%-13.50%
AVERAGE                           9.92%               9.92%           10.13%
CHANGE (Basis Points)               --                  0              -21

a. Rate on unleveraged, all-cash transactions
b. Initial rate of change
<PAGE>

                      [H.J.Porter Associates - LETTER HEAD]
                                  July 31, 1997

Mr. Anthony Rokovich
Merrill Lynch
World Financial Center - North Tower
New York, NY 10281

                                            Re: Agreement for Appraisal Services

Dear Mr.  Rokovich:

Please allow this to serve as our proposal and agreement for appraised services
on the properties described below.

PROPERTY TO BE APPRAISED

The real estate to be appraised is briefly described as:

59 West Shopping Center                        29 North, Shopping Center
700 Academy Drive                              1550 South U.S. Highway 29
Bessemer, AL                                   Cantonment, FL

Clanton Marketplus                             Nine Mile Plaza Shopping Center
Highway 31 & Ollie Avenue                      312 East Nine Mile Road
Clanton, AL                                    Pensacola, FL

Betts Crossing Shopping Center                 Parker Shopping Center
1441 Fox Run Parkway                           208 South Tyndal Parkway
Opelika, AL                                    Parker, FL

Opp Marketplace                                The "T" Shopping Center
507 E. Cummings Road                           17184 Front Beach Road
Opp, AL                                        Panama City Beach, FL

Greenbrier Station Shopping Center             Mandeville Marketplace
1408 Golden Springs Road                       619 N. Causeway Blvd.
Anniston, AL                                   Mandeville, LA

Russell; Crossing Shopping Center
U.S. Highway 280 and Stadium Drive
Phenix City, AL


      123 N. College St., Ste. 100 o P.O. Box 28 o Auburn, Alabama 36830 o
                        (334)826-8682 o Fax (334)826-3827
 14 Office Park Circle, Suite 230 o Birmingham, Alabama 35223 o (205)871-3600 o
                                Fax (205)879-3762
418 Scott Street o Montgomery, Alabama 36104 o (334)262-8331 o Fax (334)262-8325

                  Real Estate Research, Appraisal & Counseling
<PAGE>

Mr. Rokovich
July 31, 1997
page 2

Purpose Of The Appraisal

These appraisal will be made to determine the market value of the leased fee
interest of the subject real estate. The term "market value" is as defined in
the Uniform Standards of Professional Appraisal Practice as promulgated by the
Appraisal Standards Board of the Appraisal Foundation.

Function Of The Appraisal

It is understood that these appraisals have been requested to function as an
underwriting guide for mortgage loan purpose and for use in the securitization
of the mortgage. Accordingly, these appraisals may be provided by Merril Lynch
to potential investors in a securitization or other sale of the mortgage
loan(s).

Scope Of The Appraisal

The scope of this assignment shall include, but not be limited to:

1)   Personal contact with the owner or his representative to arrange an on-site
     inspection.
2)   On-site inspection of the site and improvements.
3)   Review of public records pertaining to the subject.
4)   Research into public records and interviews with Realtors(r), management
     agent, owners, developers, and other appraisers as deemed pertinent, to
     locate comparable data.
5)   Analysis of comparable data and completion of the Cost, Market, and Income
     Approaches to value as may be deemed applicable.

Report and Delivery

The appraisals will be complete analyses communicated in self-contained
narrative reports with all supporting information and exhibits included.

The appraisals will be made in conformance with the Standards of Professional
Practice and Code of Ethics of the Appraisal Institute. As such, the reports
shall be subject to their review. The appraisals shall also conform to the
Uniform Standards of Professional Appraisal Practice as set by the Appraisals
Standards Board of the Appraisal Foundation.

The date of appraisals shall be made effective as of the dates of inspection.
The reports will be addressed to Mr. Anthony Rokovich, Merrill Lynch.
Additionally, the properties will be valued as of the estimated dates of
completion of improvements and as of the estimated date of stabilized occupancy,
as may be applicable.

Three (3) Copies of the completed reports will be delivered within four weeks of
receipt of your authorization to proceed and the required information noted
below.

Fee

Our fee for this assignment shall be Forty Six Thousand Dollars ($46,000) due
and payable on delivery of the completed report. Any amount past due over sixty
(60) days shall be subject to a late charge of 1-1/2% per month.


                         H. J. Porter & Associates, Inc.
<PAGE>

Mr. Rokovich
July 31, 1997
page 3

The fee charged is for the appraisal reports requested. Should revisions be
requested due to a change in basic requirements by the client, an additional fee
will be charged. Consultations and, if requested in advance, court testimony,
stand by, depositions or pre-trial conferences will be charged at a per diem
rate of One Thousand Dollars ($1,000.00). Should additional copies of the report
be required, they will be made available on reasonable notice at a charge of One
Hundred Dollars ($100.00) per copy.

Client Relationship

It is understood that Merrill Lynch is considered to be the Client of H.
J. Porter & Associates. Accordingly, it shall be responsible for payment
of all fees due hereunder. Unless authorized in writing, the personnel of
H. J. Porter & Associates are not authorized to, nor will they divulge or
discuss any of the findings or conclusions of the appraisal with anyone
other than the client.

Information Required

In order to undertake this assignment we will need the following items for each
property to begin work. It is my understanding that the borrower, Newton,
Oldacre, McDonald will provide this information.

o    Legal name and address of owner.
o    Copy of all current leases on the subject property.
o    Transaction data on any sales of the subject (or a portion thereof)
     during the past five (5) years.
o    Ad Valorem tax information.
o    Insurance information including limits of coverage, carrier, annual
     premium, and agent.
o    Current year to date and prior three years income and expense history.
o    Survey and legal description of property to be appraised.
o    Plot plan.
o    Results of any environmental site assessments or testing for hazardous
     materials.

Upon receipt of the information noted above and an executed copy of the
agreement, we will begin work on this assignment. This proposal shall remain
open for a period of one week from the above date. If not executed by that date
the delivery time and fee quoted are subject to change.

Your choice of us for this assignment is appreciated.

                                            Yours very truly,

                                            By: /s/ David P. Mullins
                                            David P. Mullins, MAI
                                            H. J. Porter & Associates

The above terms and conditions are acceptable and you are authorized to proceed
as of this ______ day of _______, 1997. It is understood that the fee agreed
upon is due and payable on delivery of the report and by executing this
agreement agree to responsibility for this fee.

                                            Client:
                                            By: /s/ Lawrence [ILLEGIBLE]
                                            ------------------------------
                                            Its: Director


                         H. J. Porter & Associates, Inc.
<PAGE>

                       ASSUMPTIONS AND LIMITING CONDITIONS

1.   COPIES, PUBLICATION, DISTRIBUTION, USE OF REPORT:

     Possession of this report or any copy thereof does not carry with the right
     of publication, nor may it be used for other than its intended use. The
     report may not be used for any purpose by any person or corporation other
     than the client or the party to whom it is addressed or copied without the
     written consent of the appraiser, and then only in its entirety.

     Neither all nor any part of the contents of this report shall be conveyed
     to the public through advertising, public relations efforts, news, sales,
     or other media, without the written consent and approval of the appraiser,
     nor may any reference be made in such a public communication to the
     Appraisal Institute or the MAI designation.

2.   CONFIDENTIALITY:

     The appraiser may not divulge the material (evaluation) contents of the
     report, analytical findings or conclusions, or give a copy of the report to
     anyone other than the client or his designee as specified in writing except
     as may be required by the Appraisal Institute as they may request in
     confidence for ethics enforcement, or by a court of law or body with the
     power of subpoena.

     This appraisal is to be used only in its entirety and no part is to be used
     without the whole report. All conclusions and opinion concerning the
     analysis are set forth in the report and were prepared by the Appraiser
     whose signature appears on the appraisal report, unless indicated as
     "Review Appraiser". No change of any item in the report shall be made by
     anyone other than the Appraiser and/or officer of the firm. The Appraiser
     and firm shall have no responsibility if any such unauthorized change is
     made.

3.   INFORMATION USED:

     No responsibility is assumed for accuracy of information furnished by or
     from others, the client, his designee, or public records. We are not liable
     for such information or the work of possible subcontractors. The comparable
     data relied upon in this report has been confirmed with one or more parties
     familiar with the transaction or from affidavit; all are considered
     appropriate for inclusion to the best of our factual judgement and
     knowledge.

                                                 H.J. Porter & Associates, Inc.
<PAGE>
                ASSUMPTIONS AND LIMITING CONDITIONS- (CONTINUED)

4.   TESTIMONY, CONSULTATION, COMPLETION OF CONTRACT FOR APPRAISAL SERVICES:

     The contract for appraisal, consultation or analytical service, are
     fulfilled and the total fee payable upon completion of the report. The
     appraiser or those assisting in the preparation of the report will not be
     asked or required to give testimony in court or hearing because of having
     made the appraisal, in full or in part, nor engage in post appraisal
     consultation with client or third parties except under separate and special
     arrangement and at additional fee.

5.   EXHIBITS:

     The sketches and maps in this report are included to assist the reader in
     visualizing the property and are not necessarily to scale. Various photos,
     if any, are included for the same purpose and are not intended to represent
     the property in other than actual status, as of the date of the photos.
     Site plans are not surveys unless shown from separate surveyor.

6.   LEGAL, ENGINEERING, FINANCIAL, STRUCTURAL, OR MECHANICAL NATURE HIDDEN
     COMPONENTS, SOIL:

     No responsibility is assumed for matters legal in character or nature, nor
     matters of survey, nor of any architectural, structural, mechanical, or
     engineering nature. No opinion is rendered as to the title, which is
     presumed to be good and merchantable. The property is appraised as if free
     and clear, unless otherwise stated in particular parts of the report.

     The legal description is assumed to be correct as used in this report as
     furnished by the client, his designee, or as derived by the appraiser.

     The appraiser has inspected as far as possible, by observation, the land
     and the improvements thereon; however it was not possible to personally
     observe conditions beneath the soil or hidden structural, or other
     components. We have not critically inspected mechanical components within
     the improvements and no representations are made herein as to these matters
     unless specifically stated and considered in the report. The value estimate
     considers there being no such conditions that would cause a loss of value.
     The land or the soil of the area being appraised appears firm, however
     subsidence in the area is unknown. The appraiser does not warrant against
     this condition or occurrence of problems arising from soil conditions.


                                                 H.J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

     The appraisal is based on there being no hidden, unapparent, or apparent
     conditions of the property site, subsoil, or responsibility is assumed for
     any such conditions or for any expertise or engineering to discover them.
     All mechanical components are assumed to be in operable condition and
     status standard for properties of the subject type. Conditions of heating,
     cooling, ventilating, electrical and plumbing equipment is considered to be
     commensurate with the condition of the balance of the improvements unless
     otherwise stated. No judgement is made as to adequacy of insulation, type
     of insulation, or energy efficiency of the improvements or equipment.

7.   RELATING TO THE AMERICAN WITH DISABILITIES ACT:

     The Americans with Disabilities Act ("ADA") became effective January 26,
     1992. The appraisers have not made a specific compliance survey and
     analysis of this property to determine whether or not it is in conformity
     with the various detailed requirements of the ADA. It is possible that a
     compliance survey of the property together with a detailed analysis of the
     requirements of the ADA could reveal that the property is not in compliance
     with one or more of the requirements of the Act. If so, this fact could
     have a negative effect upon the value of the property. Since there is no
     direct evidence relating to this issue, possible non-compliance with the
     requirements of ADA in estimating the value of the property has not been
     considered.

8.   LEGALITY OF USE:

     The appraisal is based on the premise that, there is full compliance with
     all applicable federal, state and local environmental regulations and laws
     unless otherwise stated in the report; further that all applicable zoning,
     building, and use regulations and restrictions of all types have been
     complied with unless otherwise stated in the report; further that all
     applicable zoning, building, and use regulations and restrictions of all
     types have been complied with unless otherwise stated in the report;
     further, it is assumed that all required licenses, consents, permits, or
     other legislative or administrative authority, local, state, federal and/or
     private entity or organization have been or can be obtained or renewed for
     any use considered in the value estimate.

9.   COMPONENT VALUES:

     The distribution of the total valuation in this report between land and
     improvements applies only under the existing program of utilization. The
     separate valuations for land and building must not be used in conjunction
     with any other appraisal and are invalid if so used.



                                                 H.J. Porter & Associates, Inc.
<PAGE>
                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

10.  AUXILIARY AND RELATED STUDIES:

     No environmental or impact studies, special market study or analysis,
     highest and best use analysis study or feasibility study has been requested
     or made unless otherwise specified in an agreement for services or in the
     report. The appraiser reserves the unlimited right to alter, amend, revise
     or rescind any of the statements, findings, opinions, values, estimates, or
     conclusions upon any subsequent study or analysis or previous study or
     analysis subsequently becoming known to him.

11.  DOLLAR VALUES, PURCHASING POWER:

     The market value estimated, and the costs used, are as of the date of the
     estimate of value. All dollar amounts are based on the purchasing power and
     price of the dollar as of the date of the value estimate.

12.  INCLUSIONS:

     Furnishings and equipment of business operations except as specifically
     indicated and typically considered as a part of real estate, have been
     disregarded with only the real estate being considered in the value
     estimate unless otherwise stated.

13.  PROPOSED IMPROVEMENTS, CONDITIONED VALUE:

     Improvements proposed, if any, on or off-site, as well as any repairs
     required are considered, for purpose of this appraisal to be completed in
     good and workmanlike manner according to information submitted and/or
     considered by the appraiser. In cases of proposed construction, the
     appraisal is subject to change upon inspection of property after
     construction is completed. This estimate of market value is as of the date
     shown, as proposed, as if completed and operating at levels shown and
     projected.

14.  VALUE CHANGE, DYNAMIC MARKET, INFLUENCES:

     The estimated market value is subject to change with market changes over
     time; value is highly related to exposure, time, promotional effort, terms
     motivation, and conditions surrounding the offering. The value estimate
     considers the productivity and relative attractiveness of the property
     physically and economically in the marketplace. The "Estimate of Market
     Value" in the appraisal report is not based in whole or in part upon the
     race, color or national origin of the present owners or occupants of the
     properties in the vicinity of the property appraised.



                                                 H.J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

     In cases of appraisals involving the capitalization of income benefits, the
     estimate of market value is a reflection of such benefits and appraiser's
     interpretation of income and yields and other factors derived from general
     and specific market information. Such estimates are as of the date of the
     estimate of value; they are thus subject to change if the market is
     naturally dynamic.

15.  MANAGEMENT OF THE PROPERTY:

     It is assumed that the property which is the subject of this report will be
     under prudent and competent ownership and management; neither inefficient
     nor super efficient.

16.  CONTINUING EDUCATION CURRENT:

     The Appraisal Institute conducts a voluntary program of continuing
     education for its designated members. MAIs and RMs who meet the minimum of
     this program are awarded periodic certification. I am currently certified
     under the Appraisal Institute Voluntary Continuing Education Program.

17.  FEE:

     The fee for this appraisal or study is for the service rendered and not for
     the time spent on the physical report.

18.  AUTHENTIC COPIES:

     The authentic copies of this report are signed in blue ink. Any copy that
     does not have an original signature is unauthorized and may have been
     altered.

19.  HAZARDOUS MATERIALS:

     Unless otherwise stated in this report, the appraiser signing this report
     has no knowledge concerning the presence or absence of urea-formaldehyde
     foam insulation or asbestos containing material in existing improvements;
     if such materials are present the value of the property may be adversely
     affected and reappraisal at additional cost necessary to estimate the
     effects of such material.

20.  Unless otherwise noted within the attached report, there are no items of
     FF&E included in the reported value. Any equipment included with the
     property in the value are only those items that are considered as an
     integral part of the realty, even though technically they could be legally
     considered as personalty.


                                                 H.J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

21.  NOTE:

     ACCEPTANCE OF, AND/OR USE OF, THIS APPRAISAL REPORT CONSTITUTES ACCEPTANCE
     OF THE ABOVE CONDITIONS.


                                                 H.J. Porter & Associates, Inc.
<PAGE>
                           PROFESSIONAL QUALIFICATIONS
                                       OF
                        HOWARD J. PORTER, JR., MAI, CCIM

CURRENT STATUS

Howard J. Porter, Jr., is involved in the appraisal of and consulting with
owners of income producing real estate. He is President of H J Porter &
Associates, Inc. with offices located at:

                           H. J. Porter & Assoc., Inc.
                           631 Stage Road/P.O. Box 28
                                Auburn, AL 36830
                                 (334) 826-8682

                       H.J. Porter & Assoc. of Birmingham
                        #14 Office Park Circle Suite 230
                              Birmingham, AL 35223
                                 (205) 871-3600

                       H.J. Porter & Assoc. of Montgomery
                               235 S. Court Street
                              Montgomery, AL 36104
                                 (334) 262-8331
                                             

PROFESSIONAL AFFILIATIONS

Mr. Porter is a member of the Appraisal Institute and holds the MAI Designation
(Certificate Number 5924). He has served as a member of the SREA Young Advisory
Council (1977 & 1978). He served as President of the Birmingham SREA Chapter
#106 (1983) and the Montgomery SREA Chapter #127 as President (1986-1987). He is
a Realtor(R) Member and past Vice-President of the Lee County Association of
Realtors(R), Lee County, AL. He holds the CCIM designation conferred by the
Commercial Investment Real Estate Council of the National Association of
Realtors(R). He is a member of the International Right of Way Association
(Alabama Chapter #26) and is a panel member of the American Arbitration
Association.

PROFESSIONAL EDUCATION STATUS

Mr. Porter has taken courses leading to professional designation as offered by
the Appraisal Institute (AIREA) and the Society of Real Estate Appraisers (SREA)
now merged as The Appraisal Institute. Additionally, he has credit for courses
offered by the Real Estate Securities and Syndication Institute (RESSI) the
Urban Land Institute (ULI), and the International Right of Way Association
(IR/WA), and the Commercial Investment Real Estate Institute. Mr. Porter has
also taken various seminars offered by SREA, AIREA, RESSI, IR/WA, Institute of
Real Estate Management, and others.

The Appraisal Institute conducts a voluntary program of continuing education for
its designated members. MAIs and RMs who meet the minimum standards of this
program are awarded periodic educational certification. He is currently
certified under the Institute's voluntary continuing education program. Mr.
Porter is currently a Certified General Real Property Appraiser in Alabama
(Certificate #CG51) and a Certified Real Estate Appraiser in Georgia
(Certificate #182).

HISTORICAL DATA

Howard J. Porter, Jr., was born in Birmingham, Alabama. He was educated in the
Jefferson County School System and graduated from Auburn University. His major
fields of study were Economics and Finance with a B.S. Degree in Business
Administration.



                                                 H.J. Porter & Associates, Inc.
<PAGE>

PROFESSIONAL QUALIFlCATIONS OF HOWARD J. PORTER. JR.

Mr. Porter has been a licensed Real Estate Broker in Alabama since 1972 and is a
Realtor(R) Member of the Lee County Association of Realtors(R). From 1974
through 1983 he was involved with appraisals, market research, syndication and
consulting on various types of real estate. From 1983 through 1985 he was
President of a regionally active development company headquartered in Auburn,
Alabama. In 1985, H.J. Porter & Associates, Inc. was re-established in Auburn,
Alabama with affiliate offices in Birmingham and Montgomery, Alabama.

He has taught college level courses on appraisal principles and practices and
USPAP, has served as an adjunct faculty member in the Auburn University
Department of Community Planning, and is an appraisal instructor for the
International Right of Way Association. He also has given talks to various real
estate related groups throughout Alabama. Mr. Porter has developed, constructed,
owned, and managed investment real estate for his own and affiliated
partnership's account.

              REPRESENTATIVE APPRAISAL/CONSULTING CLIENTS INCLUDE:

GOVERNMENTAL                                   CORPORATE
- ------------                                   ---------
U.S. Internal Revenue Service                  Chrysler Realty Corp.
Jefferson County, AL                           McDonald's Corporation
Montgomery County, AL                          Norfolk Southern Railroad
State of Alabama DOT                           South Central Bell
U.S. Government Services Admin.                Diversified Products Corporation
U.S. Department of the Interior                INOUE SAKAE Co. (Japan)
U.S. Postal Service                            TIME/LIFE Corporation
Farmers Home Administration                    Baptist Medical Center (B'ham)
Birmingham Airport Authority                   Alabama Power Company
Auburn University                              Southern Natural Gas
State of Alabama Department of Revenue

LENDERS                                        DEVELOPMENT
- -------                                        -----------
South Trust Bank                               Colonial Properties, Inc.
Federal National Mortgage Association          Helms-Roark Development
New York Life Insurance Co.                    Beisel-Moss Development
Provident Mutual Life                          Shannon, Strobel & Weaver
Washington Mortgage Financial                  Polar-BEK, Inc.
Columbus Bank & Trust Co.                      Southern Investment Properties
1st Interstate Mortgage(Chicago)               McWhorter & Co.
Nations Bank
AmSouth Bank
First Union Bank


Mr. Porter has appeared as an expert witness in Federal Court and Circuit Courts
in various Alabama counties. He has served as a Probate Commissioner for the
Jefferson County and Lee County Probate Courts.




                                                 H.J. Porter & Associates, Inc.
<PAGE>
                           PROFESSIONAL QUALIFICATIONS
                                       OF
                                 MATTHEW S. RICE

CURRENT STATUS

Matthew S. Rice is involved in the appraisal of and consulting with owners of
income producing real estate. He is an Associate Appraiser with H.J. Porter &
Associates, Inc., with offices located at:

                           H.J. Porter & Assoc., Inc.
                              631 Stage Road/Box 28
                                Auburn, AL 36830
                                 (334) 826-8682


                       H.J. Porter & Assoc. Of Birmingham
                        #14 Office Park Circle, Suite 230
                              Birmingham, AL 35223
                                 (334) 871-3600


                        H.J. Porter & Assoc of Montgomery
                               235 S. Court Street
                              Montgomery, AL 36104
                                 (334) 262-8331
                                             
CERTIFICATION

Mr. Rice is currently a Certified General Real Property Appraiser in the State
of Georgia (Certificate #4139) and the State of Alabama (Certificate #463).

EDUCATION

Mr. Rice is a 1985 graduate of the University of Georgia, with a degree in
Economics. Professional education includes:


Course                                  Sponsor                      Location
- ------                                  -------                      --------
Real Estate Appraisal Principles        Appraisal Institute          Atlanta, Ga
Standards of Professional Practice      Appraisal Institute          Atlanta, GA
Appraisal Procedures                    Appraisal Institute          Atlanta, GA
Basic Income Capitalization             Appraisal Institute          Chicago, IL

PROFESSIONAL EXPERIENCE

Assignments include the valuation of commercial properties in twenty-five states
throughout the Nation. The scope of Mr. Rice's experience includes the appraisal
of office buildings, industrial properties, retail buildings, single-family
subdivisions, mobile home parks, vacant land, self storage facilities, and
multi-family developments. Additionally, Mr. Rice has performed market studies
to determine demand for potential self storage development, and market studies
to determine subdivision lot pricing and absorption.


                                                 H.J. Porter & Associates, Inc.



                                APPRAISAL REPORT

                                       OF

                             59 WEST SHOPPING CENTER
                                700 ACADEMY DRIVE
                                BESSEMER, ALABAMA


                                   (B97-134A)


                                       FOR

                                MR. LARRY MILLER
                             MERRILL LYNCH & COMPANY
                       WORLD FINANCIAL CENTER-NORTH TOWER
                               NEW YORK, NY 10281

                                      AS OF

                                 AUGUST 4, 1997

                                       BY

                              DAVID P. MULLINS, MAI
                            H. J. PORTER & ASSOCIATES
                              14 OFFICE PARK CIRCLE
                                    SUITE 230
                            BIRMINGHAM, ALABAMA 35223
                                 (205) 871-3600



                                     [LOGO]
                            H.J. Porter & Associates
<PAGE>

                                     [LOGO]
                      [H.J. PORTER ASSOCIATES - LETTERHEAD]

                                                  August 13, 1997

Mr. Larry Miller
Merrill Lynch & Company
World Financial Center - North Tower
New York, NY 10281

                    Re:  59 West Shopping Center 
                         700 Academy Drive 
                         Bessemer Alabama

Dear Mr. Miller:

At your request, I have inspected and appraised the referenced property. The
purpose of the appraisal was to estimate the market value of the leased fee
interest in the subject property, one of fifteen shopping centers to be included
in a portfolio of retail shopping centers that will be cross collateralized,
under single management, and subject to stringent release provisions. AS SUCH,
THE ESTIMATED VALUE OF THE SUBJECT PROPERTY IS SUBJECT TO THE ABOVE CONDITIONS.

The appraisal is subject to completion of a survey of the subject property which
indicates the size of the total site to be 14.245 acres, more or less. This
complete appraisal, communicated in a self contained narrative report, has been
prepared in accordance with the Uniform Standards of Professional Appraisal
Practice (USPAP) as amended by the Comptroller of the Currency.

Based upon my investigation into the subject property, and its current economic
environment, I am of the opinion that the market value of the leased fee
interest in the subject property, as of August 4,1997, is:

                   EIGHT MILLION SIX HUNDRED THOUSAND DOLLARS
                   ------------------------------------------
                                  ($8,600,000)

Please note that this report is subject to the contingent and limiting
conditions as found in the addendum. It should be noted that my employment was
not conditional upon my producing a specific value with a given range. Future
employment prospects with Merrill Lynch are not dependent upon my producing a
specified value. Also, neither payment of my fee, nor my employment is/was based
upon whether a loan application is approved or disapproved. I appreciate the
opportunity to be of service to you in this matter.


      123 N. College St., Ste. 100 o P.O. Box 28 o Auburn, Alabama 36830 o
                        (334)826-8682 o Fax (334)826-3827
 14 Office Park Circle, Suite 230 o Birmingham, Alabama 35223 o (205)871-3600 o
                                Fax (205)879-3762
418 Scott Street o Montgomery, Alabama 36104 o (334)262-8331 o Fax (334)262-8325

                  Real Estate Research, Appraisal & Counseling
<PAGE>

Mr. Miller
August 13, 1997
page 2

The attached report is submitted in support of these conclusions.

                                   Yours very truly,



                                    David P. Mullins, MAI
                                    Certified General Real Property Appraiser
                                    Alabama Certificate #G8



                                     [LOGO]
                            H.J. Porter & Associates
<PAGE>

                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS


PROPERTY IDENTIFICATION:                59 West Shopping Center
                                        Academy Drive
                                        Bessemer, Alabama

HIGHEST AND BEST USE
AS VACANT AND AS IS:                    Neighborhood Shopping Center

DATE OF VALUE:                          August 4, 1997

DATE OF REPORT:                         August 13, 1997

SITE DATA:                              14.245 Acres

BUILDING DATA:                          99,183 Sq. Ft. - GBA
                                        95,591 Sq. Ft. - NLA divided as:
                                             44,000 Sq. Ft. Winn Dixie
                                             18,000 Sq. Ft. Drugs for Less
                                             33,591 Sq. Ft. Shop Space

ESTIMATED LAND VALUE
AS OF AUGUST 4, 1997:                   $1,420,000

VALUE INDICATIONS:                      $8,400,000 Cost Approach
                                        $8,650,000 Income Approach
                                        $8,300,000 Market Approach

MARKET VALUE:                           $8,600,000



                                                        H.J. Porter & Associates
<PAGE>

                                TABLE OF CONTENTS

Intended Use of Appraisal.....................................................1
Special Assumptions and Limiting Conditions...................................1
Environmental Considerations..................................................1
Scope of the Assignment.......................................................1
Date of Value Estimate........................................................2
Type Appraisal/Type Report....................................................2
Exposure Time.................................................................2
Property Ownership............................................................3
Property Location.............................................................3
Zoning/Public Utilities.......................................................3
Legal Description/Land Size...................................................4
Ad Valorem Tax Analysis.......................................................5
Purpose of Appraisal/Definition of Value......................................7
Rights Appraised..............................................................7
Area Analysis - Birmingham, Alabama...........................................8
Neighborhood Analysis........................................................15
Site Analysis................................................................21
Description of Subject Improvements..........................................22
Highest and Best Use.........................................................23
The Appraisal Process........................................................25
Land Value - Direct Comparison...............................................28
Cost Approach to Value.......................................................34
Income Approach to Value.....................................................37
Market Approach..............................................................55
Reconciliation and Final Value Estimate......................................69
Certification................................................................70

         EXHIBITS
         --------
         Location Map..............................................Facing Page 3
         Survey....................................................Facing Page 4
         State Map.................................................Facing Page 8
         Site Plan................................................Facing Page 21
         Subject Photographs......................................Facing Page 22
         Land Sales Map...........................................Facing Page 28
         Rental Location Map......................................Facing Page 37
         Improved Sales Map.......................................Facing Page 55

         REAR EXHIBITS
         -------------
         Engagement Letter
         Lease Synopses
         Assumptions and Limiting Conditions
         Appraiser's Qualifications
         Appraiser's Certificate



                                                        H.J. Porter & Associates
<PAGE>

                                                                              
INTENDED USE OF APPRAISAL                                                      1

This appraisal has been requested to function as a basis for loan underwriting
purposes in conjunction with a mortgage loan to be placed upon the subject
property, and for use in the securitization of the mortgage. Accordingly, this
appraisal may be provided by Merrill Lynch & Company to potential investors in a
securitization or other sale of the mortgage loan. The appraisal is undertaken
without departure in accordance with USPAP as promulgated by the Appraisal
Foundation and as amended by the Comptroller of Currency.


SPECIAL ASSUMPTIONS AND LIMITING CONDITIONS

This appraisal is subject to a completed survey indicating the size of the site
to be approximately 14.245 acres. An old survey of the site was provided to the
appraiser by the developer, Newton, Oldacre, McDonald, which indicated the size
of the site to be 16.337 acres, less a portion of the northwest corner. I have
estimated the excluded area to be approximately 2.092 acres for a net area of
14.245 acres. A small variation from the estimated site size would have no
impact on the estimated value.


ENVIRONMENTAL CONSIDERATIONS

According to a Phase I Environmental Site Assessment conducted by Gallet &
Associates, Inc., there are no significant environmental liabilities at the
subject site. During their site reconnaissance conducted on March 14, 1995, a
possible sinkhole was discovered near the center of the subject property. Gallet
& Associates, Inc. recommended a sinkhole investigation be conducted before site
grading or building construction takes place. This valuation is made subject to
there being no contamination or a-typical soil conditions.


SCOPE OF THE ASSIGNMENT

The subject property, a neighborhood shopping center, is one of fifteen shopping
centers to be included in a portfolio of retail properties which will be cross
collateralized, under single management, and subject to stringent release
provisions.

The scope of the assignment includes undertaking the three recognized approaches
to value with consideration given to the current status of the retail market in
the Birmingham area. In the Cost Approach local Realtors(R) and Appraisers were
contacted an a search of public records was made to locate comparable land
sales. A detailed inspection of the property was made on August 4, 1997.
Construction detail was taken from inspection notes, and from the Site Plan
titled Winn - Dixie Marketplace, Bessemer, Alabama, dated 8/22/95 and revised
8/22/96. The Site Plan was prepared by South & Associates, Inc. 601 Vestavia
Parkway, Suite 100,


                                                        H.J. Porter & Associates
<PAGE>

SCOPE OF THE ASSIGNMENT - (CONTINUED)                                         2

Birmingham, Alabama. Cost calculations were taken from the Marshall Valuation
Service, a recognized national cost service indexed to the Birmingham market.

In the Income Approach to Value, a survey of local retail market conditions was
made by interviews with local leasing and management agents to determine if the
contract rents for the local tenant shop space was competitive and market
oriented. Expense comparables were studied to estimate appropriate expense
deductions. The resulting net operating income was capitalized into a value
estimate with an overall capitalization rate. The comparable improved sales
found in the Market Approach sold on direct capitalization of stabilized net
operating income rather than discounted cash flow analysis. The overall
capitalization rate was derived from market sales, built-up rates using current
market rates for debt and equity and from published investor surveys.

Local Realtors(R), Appraisers and mortgage lenders were interviewed to locate
sales of comparably improved properties. The sales located were compared to the
subject with adjustments made for items of difference. The three approaches to
value were reconciled to provide a value estimate of the property.


DATE OF VALUE ESTIMATE

The value estimate predicated in this report is made effective as of August 4,
1997, being the date of the most recent on-site inspection of the subject
property. The data utilized in preparing this appraisal was researched, gathered
and/or updated during the period August 4, 1997 to August 11, 1997. The Date of
Report is made effective as of the date of the transmittal letter.


TYPE APPRAISAL/TYPE REPORT

In accordance with the Uniform Standard of Profession Appraisal Practice, the
appraiser has performed a "Complete" appraisal according to Standard Rule 1 and
communicated the results to the client in a "Self-contained Appraisal Report" in
accordance with Standard Rule 2-2a.


EXPOSURE TIME

The exposure time for the subject property, to obtain the values communicated
herein, is estimated to have been within one year or less. This exposure period
assumes competent sales and marketing efforts, the property is maintained in a
marketable condition, and that the property is sold for "market value" as
defined herein. The estimated exposure period is based upon the marketing period
for the Comparable Improved Sales 2 - 5 found in the Market Approach, all of
which sold within one year after completion.


                                                        H.J. Porter & Associates
<PAGE>

                                  Location Map

                               [GRAPHICS OMITTED]
<PAGE>

PROPERTY OWNERSHIP                                                             3

The subject property is under the ownership of:

                             59 West Partners, Ltd.
                         An Alabama Limited Partnership
                          1900 Church Street, Suite 500
                               Nashville, TN 37203

The property was acquired from William Thomas Loveless on April 11, 1995. This
deed is found of record in the Bessemer Division of the Jefferson County Court
House at Book 1081 Page 791. The reported acquisition price was $1,310,698.17.
The subject property was part of 55.3 acres assembled by Corporate General, Inc.
under option. Newton, Oldacre, McDonald acquired the option rights from
Corporate General and transferred the subject site to 59 West Partners, Ltd. and
transferred the remainders to Wal Mart Stores, Inc. The subject transaction is
not arms length due to the assignment of value to the subject.


PROPERTY LOCATION

The subject property is located in the southwest quadrant of Interstate Highway
59 and Academy Drive, approximately three miles southwest of the Central
Business District of Bessemer. It is located by street address as:

                             59 West Shopping Center
                                700 Academy Drive
                             Bessemer, Alabama 35023

ZONING/PUBLIC UTILITIES

The subject property is located in the City of Bessemer and subject to the
zoning regulations adopted by the City of Bessemer Commission. The current
zoning of the subject site is C-4, Arterial Services District. This zoning
category allows for the development of community and regional retail shopping
facilities along the major traffic arteries of the city. Currently the C-4
zoning category is the least restrictive commercial zoning classification in the
City of Bessemer. General requirements for this zoning classification call for a
minimum lot size of 10,000 square feet, building lot line set backs of 35 feet
in the front, 10 feet in the rear (35 feet if serviced from the rear, including
alleys), and 12 feet on the sides. Parking requirements designate a minimum of
four square feet of parking area per square foot of building space for all
shopping centers. As described, the subject property complies with these
requirements.

The subject has all public utilities available to it, including electric, gas,
water, sewage and telephone. Electric power is provided by Bessemer Utilities, a
TVA power distributor, and gas


                                                        H.J. Porter & Associates
<PAGE>

                                  Vicinity Map
                              Westchester Highlands

                               [GRAPHICS OMITTED]
<PAGE>

ZONING/PUBLIC UTILITIES - (CONTINUED)                                          4

is provided by Alagasco. Water and sewer are available and provided through an 8
inch sewer line and a 6 inch water line which currently serves the Westchester
Subdivision located on the southwest side of the subject site. Public services
such as police and fire protection are amply provided for by the City of
Bessemer.


LEGAL DESCRIPTION/LAND SIZE

Based on information supplied to the appraisers from Mark McDonald with Newton,
Oldacre, McDonald, project developers, the subject property is legally described
as:

     A parcel of land located in the Northwest Quarter of Section 30, Township
     19 South, Range 4 West, in Jefferson County, Alabama and being more
     particularly described as follows:

     As a starting point start at the Northwest corner of the Northeast Quarter
     of the Northwest Quarter of said Section 30; thence North 86 degrees 29'28"
     East and along the North boundary of the Northeast Quarter of the Northwest
     Quarter for a distance of 547.80 feet to a point, said point also being on
     the West boundary of Academy Drive; thence South 11 degrees 28'47" East and
     along the West boundary of Academy Drive for a distance of 810.17 feet to a
     point of curve, said point of curve having a station of 67+75 and having a
     radius of 622.96 feet; thence South 16 degrees 19'14" East and along the
     curving boundary of Academy Drive for a chord distance of 200.73 feet to
     the POINT OF BEGINNING of the parcel herein described; thence South 42
     degrees 19'10" East and along the curving boundary of Academy Drive for a
     chord distance of 358.41 feet to a point; thence South 41 degrees 16'14"
     West for a distance of 82.54 feet to a point on the North boundary of said
     Mabel V. Brazil Property as recorded in Deed Book 20, Page 430, in the
     Probate Office of Jefferson County, Alabama; thence South 04 degrees 55'13"
     East and along the West boundary of said Mabel V. Brazil Property and along
     the West boundary of Lot 10 and 9 of South Gate addition to Bessemer second
     sector as recorded in Map Book 17, Page 44, in the Probate Office of
     Jefferson County, Alabama, for a distance of 585.01 feet to a point on the
     North boundary of Joseph Spencer Property as recorded in Deed Book 380,
     Page 64 in the Probate Office of Jefferson County, Alabama; thence South 86
     degrees 39'15" West and along the North boundary of said Joseph Spencer
     Property for a distance of 489.46 feet to a point on the East right-of-way
     of LeGrone Drive (being a 50 foot right-of-way); thence South 86 degrees
     40'51" West for a distance of 50.23 feet to a point on the West
     right-of-way of LeGrone Drive and the Northeast boundary of Ronnie Davis
     Property as recorded in Deed Book 888, Page 859, in the Probate Office of
     Jefferson County, Alabama; thence South 86 degrees 40'25" West and along
     the North boundary of said Ronnie Davis Property for a distance of 289.40
     feet to a point being on the East boundary of Lot 9 of the resurvey of Lot
     9 and 8 Westchester Highlands as recorded in Map Book 24, Page 60, in the
     Probate Office of Jefferson County, Alabama; thence North 05 degrees 10'49"
     West and along the East boundary of Lot 10 and 11, Block 2 of Westchester
     Highlands as recorded in Map Book 18, Page 48, in the Probate Office of
     Jefferson County, Alabama for a distance of 214.39 feet to a point, being
     the Northeast corner of Lot 11, Block 2, Westchester Highlands and the
     Southeast boundary of existing Wal-Mart Stores, Inc. property; thence North
     05 degrees 14'07" West and along the boundary of existing Wal-Mart Stores
     property for a distance of 100.00 feet; thence South 84 degrees 39'28" West
     and along the boundary of existing Wal-Mart Stores property for a distance
     of 226.25 feet to a point; thence North 11 degrees 28'30" West and along
     the boundary of existing Wal-Mart Store property for a distance of 279.92
     feet to a point; thence North 78 degrees 31'30" East and along the boundary
     of existing Wal-Mart Stores property for a distance of 476.03 feet; thence
     North -1 degrees 16'45" East and along the boundary of existing Wal-Mart
     property for a distance of 366.54 feet to a point, said point


                                                        H.J. Porter & Associates
<PAGE>

LEGAL DESCRIPTION/LAND SIZE - (CONTINUED)                                      5

     being on a curve and having a radius of 177.65 feet; thence South 48
     degrees 45'06" East and along a curve for a chord distance of 102.82 feet
     to a point; thence North 38 degrees 41'14" East for a distance of 58.88
     feet to a point; thence North 60 degrees 44'16" East for a distance of
     89.00 feet to the POINT OF BEGINNING. Said parcel containing 16.337 acres
     and having 711,653.8927 square feet.

     Less and except approximately 2.092 acres located in the northwest corner
     of the above description.

As indicated on the survey on the previous facing page, the property boundary
lines are highlighted in yellow, and the excluded area is colored pink. The
appraisal is subject to completion of a corrected survey of the property which
will indicate a size of 14.245 acres, more or less.

As indicated previously, the subject property is one of fifteen shopping center
to be included in a portfolio of retail properties which will be cross
collateralized. The other shopping centers, included in the portfolio, are
listed as follows:

================================================================================
     Greenbrier Station Shopping Center              Anniston, AL
     Clanton Marketplace                             Clanton, AL
     Betts Crossing Shopping Center                  Opelika, AL
     Opp Marketplace                                 Opp, AL
     Russell Crossing Shopping Center                Phenix City, AL
     29 North Shopping Center                        Cantonment, FL
     Nine Mile Plaza Shopping Center                 Pensacola, FL
     Parker Shopping Center                          Parker, FL
     The "Y" Shopping Center                         Panama City Beach, FL
     Mandeville Marketplace                          Mandeville, LA
     Brownsville Place Shopping Center               Brownsville, TN
     Chicot Crossing Shopping Center                 Pascagoula, MS
     Delchamps Plaza                                 Long Beach, MS
     One Main Place                                  Moss Point, MS
================================================================================

AD VALOREM TAX ANALYSIS

The subject parcel is under the taxing authority of the Jefferson County Tax
Assessor's Office and is found on the tax rolls as:


Assessed to:        Newton, Oldacre, McDonald, L.L.C.
                    725 Main Street
                    Prattville, AL 36067

Parcel I.D. #:      01-38-30-2-001-001.000


                                                        H.J. Porter & Associates
<PAGE>

AD VALOREM TAX ANALYSIS - (CONTINUED)                                          6


Value:              Land:                      $466,530
                    Improvements:            $1,126,000
                                             ----------
                    Total:                   $1,592,530

Annual Tax:         $19,174.06

Due to the subject's recent completion, ad valorem tax values reflect a
partially completed property. In order to estimate the subject's stabilized
taxes, four shopping centers were analyzed on the basis of appraised value per
square foot. The Jefferson County Tax Assessor appraises all properties in the
county and applies the millage rate of the municipality where the property is
located to the assessed value. The tax rate in the City of Bessemer, Jefferson
County for commercial property is $6.02 per $100 of assessed value with an
assessment ratio of 20% of appraised value.

The comparable properties used to estimate the subject's appraised value are
illustrated in the following table.

<TABLE>
<CAPTION>
=======================================================================================
Property Name                        Year         Size in          Total         Value/
                                    Built          Sq. Ft.         Value          Sq.
                                                                                  Ft.
=======================================================================================
<S>                                  <C>           <C>            <C>           <C>   
The Plaza at Riverchase              1989          110,450        $7,545,110    $68.31
The Village on Lorna(*)              1986          133,417        $8,284,230    $62.09
The Village in Trussville            1982           70,932        $4,086,230    $57.61
Trussville Shopping Center           1992           74,190        $4,067,770    $54.83
=======================================================================================
(*)  Remodeled in 1995
=======================================================================================
</TABLE>

The Tax Assessor's appraised value per square for the four comparables range
from $54.83 to $68.31. Based on these comparables, the Tax Assessor's appraised
value for the subject property is estimated to be $60.00 per square foot. From
this estimate of value, the subject's taxes are calculated in the following
table which shows the division of taxes between Winn Dixie and the remainder of
the shopping center.

================================================================================
SUBJECT PROPERTY'S ESTIMATED AD VALOREM TAX
================================================================================
Shopping Center Area                 Total Area      Winn Dixie      Remainder
                                    ----------      ----------      ---------
Size - Square Feet                       95,591          44,000          51,591
Estimated Appraised Value            
Per Sq. Ft                           $    60.00      $    60.00      $    60.00
                                     ----------      ----------      ----------
Total Estimated Appraised            
Value                                $5,735,460      $2,640,000      $3,095,460
Assessment Ratio                          20.00%          20.00%          20.00%
                                     ----------      ----------      ----------
Assessed Value                       $1,147,092      $  528,000      $  619,092
Millage Rate                             0.0602          0.0602          0.0602
                                     ----------      ----------      ----------
Estimated Ad Valorem Tax             $   69,055      $   31,786      $   37,269
================================================================================


                                                        H.J. Porter & Associates
<PAGE>

PURPOSE OF APPRAISAL/DERNITION OF VALUE                                        7

This appraisal is made for the purpose of estimating the market value of the
leased fee interest in the subject property. Market Value is defined by the
Appraisal Standards Board of the Appraisal Foundation in the Uniform Standards
of Professional Appraisal Practice as:

          The most probable price which a property should bring in a
          competitive and open market under all conditions requisite
          to a fair sale, the buyer and seller, each acting prudently
          and knowledgeably, and assuming the price is not affected by
          undue stimulus. Implicit in this definition is the
          consummation of a sale as of a specified date and the
          passing of title from seller to buyer under conditions
          whereby:

1.   Buyer and seller are typically motivated;

2.   Both parties are well informed or well advised, and acting in what they
     consider their own best interest;

3.   A reasonable time is allowed for exposure in the open market;

4.   Payment is made in terms of cash in U.S. Dollars or in terms of financial
     arrangements comparable thereto; and

5.   The price represents the normal consideration for the property sold
     unaffected by special or creative financing or sales concessions granted by
     anyone associated with the sale.


RIGHTS APPRAISED

The ownership interest in the subject property appraised is the "Leased Fee
Estate." The Dictionary of Real Estate Appraisal. 3rd Edition. Page 204, defines
Leased Fee Estate as, "an ownership interest held by a Landlord with the right
of use and occupancy conveyed by lease to others. The rights of lessor "the
leased fee owner" and the leased fee are specified by contract terms contained
within the lease." A Lease Synopsis for each of the subject's 16 tenant leases
is found in the Addendum.

                                                        H.J. Porter & Associates
<PAGE>

                                      [MAP]


                                   County-Town
                                     ALABAMA


                               [GRAPHICS OMITTED]
<PAGE>

                                                            

AREA ANALYSIS - BIRMINGHAM, ALABAMA                                            8

The Birmingham Metropolitan Statistical Area (MSA) consists of four counties -
Jefferson, St. Clair, Blount, and Shelby. Walker County, previously apart of the
MSA, was dropped following the 1990 Census due to lagging population growth. The
City of Birmingham, is the largest city in the MSA and the State, and an
analysis of the subject's environment should begin with the City of Birmingham
and the MSA in general. The four basic factors which must be considered in
analyzing an area include:

               Physical and Locational Factors
               Economic and Financial Factors
               Political and Governmental Factors
               Sociological Factors

Each of these factors is discussed with conclusions as to their effect on the
subject property.


PHYSICAL AND LOCATIONAL FACTORS

Birmingham is centrally located in Jefferson County within the north central
portion of the State. The Birmingham SMSA was established in 1967 and included
Jefferson, Shelby and Walker Counties. St. Clair County was added in 1973, and
Blount County was added in 1983, with the SMSA being officially changed to MSA.
Walker County was dropped in 1991 following the 1990 Census which indicated a
decreasing population. The main city within this MSA is Birmingham, which is
surrounded by over thirty municipalities in the original SMSA alone. The City of
Birmingham's expansion by size and population has been stunted by the presence
of the many surrounding municipalities.

Birmingham is served by four interstate highways, four federal highways and five
state highways. The interstate system has been completed, with the final leg of
I-20 to Atlanta having been finished in mid-1986, as well as I-65 to the north
being completed within the same time period. The southern beltway of I-459 was
completed in 1985, and the connection of the Elton B. Stephens Expressway (U. S.
Highway 31) to Interstates 59/20 in the northern area of Birmingham was
completed in late 1987. The only remaining portion of the system to be completed
is the northern beltway portion of I-459.

Travelling distances to the following major southeastern cities are:

          Atlanta, Georgia              152 miles (East)
          Montgomery, Alabama            92 miles (South)
          New Orleans, Louisiana        354 miles (Southwest)
          Memphis, Tennessee            247 miles (Northwest)

                                                        H.J. Porter & Associates
<PAGE>

AREA ANALYSIS - BIRMINGHAM, ALABAMA (CONTINUED)                                9

PHYSICAL AND LOCATIONAL FACTORS - (CONTINUED)

Birmingham is located in the foothills of the Appalachian Mountains, which
creates a great diversity in topography, varying from nearly level to very
steep. This topography has played a substantial role in the development of the
area as well as influencing land utility and values. The climate in the area is
fairly typical for the southeastern United States, and does not act as an
attraction or deterrent to local values. With the renewed energy consciousness,
the "Sun Belt" area has experienced an increasing demand and should continue to
do so.

Soils in the area are predominantly loamy clay formed in a sandstone and shale
residuum. This soil is appropriate for most types of construction with little
bearing problems. There are a number of underground streams in the area which,
along with old mining shafts and limestone sinkholes, have caused some problems
and must be addressed as to possible effects before construction or development
is contemplated.


ECONOMIC AND FINANCIAL FACTORS

According to U. S. Census Reports, population trends in Birmingham and the MSA
have been as follows:

================================================================================
YEAR           BIRMINGHAM       JEFFERSON CO          MSA          MSA % CHANGE
- --------------------------------------------------------------------------------
1900             38,415           140,420            270,225           --
1910            132,685           226,476            465,294         +72.0%
1920            178,806           310,054            436,665          -6.0%
1930            259,678           431,493            571,044         +30.7%
1940            267,583           459,930            609,919          +6.8%
1950            326,037           558,928            708,721         +16.2%
1960            340,887           634,864            772,044          +8.9%
1970            300,910           644,991            794,083          +2.8%
1980            286,799           671,392            884,014         +11.3%
1990            265,968           651,525            907,810          +2.7%
================================================================================
                                                                
As noted above, since the early 1960s, the City of Birmingham has been on a
downward population trend. Jefferson County showed small but increases through
the 1980 count, with the 1990 count decreased to a level just above that of
1970. This trend has been witnessed in the central city areas of other large
cities and is due to a combination of reasons.

Locally, the migration was originally caused by a number of reasons, including
social unrest, air pollution and relatively lower land costs in nearby suburban
areas. The social and pollution problems have been dealt with rather
effectively, and as suburban sprawl has continued, the conveniently located
suburban property has greatly increased in price. Along with these


                                                        H.J. Porter & Associates
<PAGE>

AREA ANALYSIS - BIRMINGHAM, ALABAMA (CONTINUED)                               10

ECONOMIC AND FINANCIAL FACTORS - (CONTINUED)

conditions improving the relative desirability of the central city, a trend
toward renovation of homes in the southern portions of the city and loft
apartments in the mid-town area has been evident. It appears that the trend
toward urban flight will continue, but at a slower pace than evident over the
past years. The actual population statistics will also be improved due to the
extensive annexation which has been undertaken by the City in the past 5 to 6
years.

The largest employers in Birmingham are the University complex (consisting of
the University Hospital and the University of Alabama in Birmingham). The
University of Alabama Birmingham and its Medical complex currently employ 12,193
individuals with an annual payroll of $282 million. The total number of jobs
attributable to the presence of UAB is 43,500, resulting in personal income of
$477.4 million. The most notable expansion of the UAB Medical complex is the
Health Services Foundation in Birmingham Midtown Section. The development which
is located between 20th & 21st Streets South along Sixth & Seventh Avenue's
contains 380,000 (plus or minus) S.F. Other large employers include the United
States Government, the Jefferson County Government, the City of Birmingham,
Alabama Power Company, BellSouth Telephone Company, and the regionally strong
SouthTrust, AmSouth, Central, and Regions Banks.

The May 1997, figure for employment (non-agricultural) was 452,330 persons. Of
this total, 20% are in goods producing and 80% are in service producing. This
compares to the 1975 mix of 21.8% manufacturing and 78.2% in service and other
categories. As this diversification continues, the economic base will further
broaden and lessen the overall effect of an economic slowdown in any one
industry. The unemployment rate for the Birmingham MSA was 2.8%, which compares
favorably with the State level of 4.6% and the National level of 4.8%.

Birmingham is well located in regard to distribution by way of the
aforementioned highways and also the five major rail lines and the expanding
municipal airport. Birmingham is the only southeastern city east of the
Mississippi River to be served by five rail lines. The municipal airport has had
several expansions over the past ten years and provides good air travel to
numerous cities throughout the United States. The airport, in combination with
the interstate network, rail system, and Birmingport (the port northwest of
Birmingham accessible via the Black Warrior River and the Locust Fork River),
make Birmingham readily accessible. Birmingham Port provides the Birmingham MSA
access to the Tenn-Tom Waterway which has not met its full potential at this
time.

In early to mid 1980s office construction was the main commercial area in which
a significant amount of new construction took place. This led to an continuing
oversupply of modern office space which made the competition for tenants keen.
The overall Birmingham office market is currently balanced as occupancy figures
are at 89% for the 4th quarter of 1996. The suburban office market for Clas A
space, with an occupancy rate of 92.9%, is experiencing excess demand. Local
developers are responding with announced plans for new construction at Grandview
Corporate Park and at Liberty Park.


                                                        H.J. Porter & Associates
<PAGE>

AREA ANALYSIS - BIRMINGHAM, ALABAMA (CONTINUED)                               11

ECONOMIC AND FINANCIAL FACTORS - (CONTINUED)

The multi-tenant industrial market is also in balance. According to the 1996
Eason, Graham, and Sandner Report, an annual survey of Commercial/Industrial
properties in the Birmingham area, there was a total of 8,514,592 square feet
multi-tenant warehouse space with an overall occupancy rate of 88.4%.
Office/Warehouse and service center space is in balance, while bulk distribution
space is experiencing a slight oversupply. Demand continues to grow for
industrial space. During 1995, a total of 182,070 square feet of industrial
space was absorbed.

The Cities of Homewood and Birmingham jointly purchased 1,595 acres of land from
Mead Land Services, (historically, one of the largest land owners of Jefferson
County), in April of 1984. This acreage is west of Homewood in the general West
Oxmoor area and is being developed as a Research and Development Industrial Park
by Southern Research Institute. This land is the first industrial acreage of
this size made available to either city and should brighten Birmingham's
prospects for drawing large facilities needing vast amounts of land area. In
addition to this land, another 4,000 acres in Oxmoor Valley is being developed
as a research and development park. This is one of the fastest growing
industrial areas of Birmingham.

The housing market has been up and down during the early 1990s a a direct
reflection of local and national interest rates. However, for the last two
years, the low mortgage interest rates has created a relatively strong market
for housing. All sectors of the housing market have been affected favorably.
Single family detached housing has been the area of greatest growth. Zero lot
line developments have also received a strong growth push. Investment in
apartments have also been strong. However, the change in tax laws has had an
impact on the investment profile for apartments as well as other income
producing real estate. The one area of the housing market that has had the least
growth is the condominium market. The lower interest rates may have allowed
potential condominium buyers to purchase the higher priced single and zero lot
line housing. Whatever the causes, condominium sales (all price ranges) have
been especially slow for the past several years.

Presently, there are approximately 47,500 apartment units in the Birmingham
area. Of this amount, approximately 25% are in the "Over the Mountain" area. The
majority of these properties represent a fairly plain or "Vanilla" product, with
a basic amenity package. The Birmingham area has traditionally seen a
garden/flat type of product, with a very small percentage of townhomes. Rents
have historically been very reasonable due to the legacy of Birmingham as a
"blue collar town." The Birmingham Apartment sub-market geographical
concentrations include the following areas: Center Point Highway 75 and
Springville Road, Valley Avenue and Greensprings Highway, and Lorna Road. These
areas are presently experiencing occupancy levels in the 90% range. The Southern
Jefferson County sub-markets historically reported occupancy levels between 95%
and 99%.

                                                        H.J. Porter & Associates
<PAGE>

AREA ANALYSIS - BIRMINGHAM, ALABAMA (CONTINUED)                              12

ECONOMIC AND FINANCIAL FACTORS - (CONTINUED)

The Birmingham Retail Market is best analyzed through total retail sales. The
most recent information available is as of the end of 1996. The total taxable
retail sales within the Jefferson County and Birmingham MSA are as follows:

================================================================================
       Year               Jefferson County               Birmingham MSA
- --------------------------------------------------------------------------------
       1985                $4,521,135,000                $5,360,458,000
       1986                $4,758,899,000                $5,670,057,000
       1987                $4,822,225,000                $5,797,096,000
       1988                $4,874,436,000                $5,902,800,000
       1989                $4,727,061,000                $5,839,249,000
       1990                $4,815,721,000                $5,990,706,000
       1991                $4,745,723,000                $5,931,182,000
       1992                $5,679,566,000                $7,067,370,000
       1993                $6,079,848,000                $7,591,790,000
       1994                $6,587,338,000                $7,776,310,000
       1995                $6,877,949,000                $8,151,911,000
       1996                $7,007,714,000                $8,382,105,000
================================================================================

The retail sales figures indicate a return to a steady annual increase in retail
sales volume. The continued expansion outward from the Birmingham area, and the
opening of large shopping centers, such as the Brook Highland Plaza along the
280 Corridor and the new Wildwood North Centre should improve the overall retail
sales levels for the MSA.

Utilities are amply provided for by a number of public systems with Southern
Natural Gas providing supplies to Alabama Gas Company and several municipal
suppliers. The Birmingham Water Works Board provides most of the water supply in
the area with some private firms and out lying municipalities providing
supplies. Sewage disposal is a problem in that the Environmental Protection
Agency had, at one time, greatly curtailed the expansion of sewer tapons which
affected development plans throughout the area. This curtailment has been
partially lifted with the net result being an enhancement of continued
development as evidence by the vast amount of new construction in the area.
Alabama Power provides most of the electrical power to the area with TVA power
available in a few areas through municipal systems.

One of the most important economic and financial factors to impact the
Birmingham MSA was construction of German auto maker Mercedes-Benz assembly
plant for sport utility trucks in Vance, Alabama. Vance is located just south of
Interstate Highway 59/20 in Tuscaloosa County approximately 15 miles south west
of Birmingham. The plant started production in June 1997 and employs
approximately 1,500 workers. Mercedes-Benz has identified thirty one major
subcontractors who will supply materials and parts for assembly of their
vehicles. Due to the


                                                        H.J. Porter & Associates
<PAGE>

AREA ANALYSIS - BIRMINGHAM, ALABAMA (CONTINUED)                               13

ECONOMIC AND FINANCIAL FACTORS - (CONTINUED)

"on time" manufacturing system used by Mercedes-Benz, many of these
subcontractors have built manufacturing facilities within close proximity to the
Mercedes-Benz plant.

The most likely impact that the Mercedes-Benz plant will have on the Birmingham
MSA will be an increase in demand for warehouse storage, single and multi-family
residential dwellings, and retail facilities. With the long range development
plans for the Oxmoor Valley, the substantial amount of vacant land south of
Interstate .459 west of Hoover, and Hoover's aggressive annexation of
surrounding land which is now limited on their north, east and south sides,
there may be a major shift in residential development to the south west area of
Birmingham away from the US Highway 280 and 31 Corridors. Hoover has one of the
best school districts in the Birmingham MSA, and the demand by area residents to
be in this school district has provided much of the impetus for their aggressive
annexation program.


POLITICAL AND GOVERNMENTAL FACTORS

The City of Birmingham is effectively governed by a mayor-council government.
The surrounding cities each have their own governments as do each of the
counties. Each municipality provides police and fire protection with most rated
from average to good.

The Birmingham MSA has the services of the Birmingham Regional Planning
Commission, a locally and federally funded commission which assists in the long
range planning for the area as well as studying population, employment, and
other factors within the area. This commission has met with a mixed success in
its acceptance by the municipalities. Each municipality effects its own zoning
controls, as does Jefferson County in the unincorporated areas. Outlying areas
in the other counties have no zoning. To date, there have been no inordinately
restrictive policies implemented in the area.

The Cities of Birmingham, Vestavia and Hoover have been on aggressive annexation
drives with Birmingham extending its limits down Highway 280 into North Shelby
County. Hoover, which already included Riverchase Planned Community, has
recently taken in the well established Inverness Planned Community as well as
the new Greystone Development, both of which are in North Shelby County.


SOCIOLOGICAL FACTORS

Birmingham has a number of cultural and recreational outlets. Included among
these are the Birmingham-Jefferson Civic Center complex which features a 100,000
square foot exhibition hall, a 3000 seat concert hall, a 100 seat theater and a
20,000 person capacity coliseum. A wide range of events are available, ranging
from symphony concerts and ballet to ice hockey,


                                                        H.J. Porter & Associates
<PAGE>

AREA ANALYSIS - BIRMINGHAM, ALABAMA (CONTINUED)                               14

basketball, rodeo and rock concerts. There are a number of fine eating
establishments and night clubs in the area as well as other recreational
outlets.

The reputation of Birmingham has improved greatly since the social unrest of the
early 1960s. Positive steps have been made to reduce this unrest with only
occasional incidents arising at the present time. The air quality has been
greatly improved with the modernization of the steel industries and the closing
of older, outmoded operations. The life styles of Birmingham have become more
diversified than in the past, with enough recently developed and proposed
projects to accommodate this vibrant and changing area. The urban areas are
being revitalized with new construction and restoration projects providing new
housing, shopping and work areas in the core areas of Birmingham. In addition,
the suburban areas are ever-changing, partly as a result of the overall growth
patterns being southward and east/northeast from downtown Birmingham, and partly
as a result of the recently completed sections of the interstate systems.


CONCLUSION

Birmingham, originally founded on the production of steel, has become a
diversified city with a fairly broad economic base. The cultural, recreational
and educational environment of the City is good & continually improving.
Birmingham has, economically, a broad base and a fairly large number of middle
to upper middle income families. There is a wide range of incomes, as would be
expected in a city of its size, which provides an ample supply of labor and
middle and upper level management. Birmingham, a stable to improving area, is
attractive to investment capital and is a city which is working on improvement,
making it more desirable as a location for real estate investments.


                                                        H.J. Porter & Associates
<PAGE>

NEIGHBORHOOD ANALYSIS                                                         15

The term neighborhood is defined in "The Appraisal of Real Estate" 10th Ed. at
page 172 as "a group of complementary land uses." The four basic factors which
must be considered in analyzing a neighborhood or district, as in an area
analysis are:

          Physical and Locational Factors
          Economic and Financial Factors
          Political and Governmental Factors
          Sociological Factors

Each of these factors is discussed briefly with conclusions as to their effect
on the subject property.

PHYSICAL AND LOCATIONAL FACTORS

The subject property lies south of Interstate 20/59 in Bessemer, Alabama,
between I-20/59 and Academy Drive within the city limits Bessemer. The
neighborhood boundaries are best described as Valley Creek to the north, Morgan
Road to the East, Shades Creek to the south, and the city limits of Bessemer to
the west.

Valley Creek to the north, provides a distinct physical boundary between the
cities of Bessemer and Hueytown. Along the creek lies several institutional,
industrial, and special use sites which are in distinct contrast to the
residential areas of Hueytown and Bessemer located to the north and south.

Morgan Road, east of the subject, is a major secondary road running north to
south through southwest Jefferson County. This highway, known as County Road 52,
is a major thoroughfare from North Shelby County and the Helena area to the City
of Bessemer.

Shades Creek, which is located south of the subject neighborhood, divides the
rural residential communities of McCalla and McAdory from the more rural and
sparsely populated areas of southwest Jefferson County. Shades Creek is one of
the larger and more notable water sources in Jefferson County and has
historically been recognized as a physical landmark.

To the west of the subject property past Interstate 20/59 is a large area of
Bessemer set aside for industrial development. This area is largely undeveloped
with the exception of the now vacant IRECO, Inc. explosives plant along Powder
Plant Road. Currently a private developer is establishing a new industrial park
within this property which contains 300 acres. This area divides the industrial
area of west Bessemer from rural Jefferson County.

Interstate 20/59 is a major east-west linkage, while I-459 is the primary bypass
running south of Birmingham. The western terminus of I-459 is located one mile
south of the subject site


                                                        H.J. Porter & Associates
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NEIGHBORHOOD ANALYSIS - (CONTINUED)                                           16

where I-20/59 and I-459 connect. The subject site is located about ten minutes
from the central business district of Birmingham via Interstate 20/59.

U.S. Highway 11 is the primary north-south traffic artery for local traffic
through the subject neighborhood. U.S. 11, which roughly parallels Interstate
59, is a major U.S. highway linking portions of the Southeast to the
Mid-Atlantic states. Most commercial development in the area has taken place
along U.S. 11. Land use is varied and includes institutional as well as
commercial use. Bessemer State Technical College and Bessemer Carraway Hospital
are all located along this highway.

U.S. 11 connects with Academy Drive just north of the subject, and Academy Drive
connects with County Road 20 about one half mile south of the subject site.
County Road 20 is a secondary traffic artery that runs parallel to U.S. 11 and
contains an variety of developments which include residential subdivisions, two
schools a Reserve Military Installation, the local YMCA, and several industrial
sites.

The subject neighborhood is in the growth period of its life cycle due primarily
to the development of the Mercedes Plant. This is evident by the development of
the subject property and the adjoining Wal Mart. Other evidence includes a 136
unit apartment complex under construction called Flint Hill Pointe which is
located just north of the subject property.

Another development in the area that will have a significant impact on the
subject property and the neighborhood is Vision Land Theme Park, which will be
comparable to Atlanta's Six Flags and similar theme parks. The park, which is
under construction, is located just north of I-59/20 approximately 1 mile from
the subject. Vision Land is being developed jointly by several local cooperating
governments and local industries with bond financing provided by the Alabama
State Legislature.

The current period of grow was predicated by a period of overall decline as the
american steel industry experienced a sharp contraction over the past two
decades. Bessemer which historically has been regarded as a blue-collar steel
town is poised to benefit from renewed interest by domestic and world industry
in the Southeastern United States and the Birmingham market.

Despite the relatively poor condition of certain neighborhoods within the City
of Bessemer, residential areas outside of the main downtown area, like the
subject's, have remained desirable with a stable pattern of growth and renewal.
Residential development characteristics in the subject's immediate area are best
classified as moderate income, with home prices in the $40,000 to $120,000
range. The average age of area housing is about 25 years.

General land use trends have shown that most commercial development in the area
has taken place along the main throughway of U.S. 11 as well as the areas
adjacent to Interstates 20/59 and 459. The subject is no exception though it is
located further south than the bulk of the current commercial and retail space
along U.S. 11 in Bessemer.


                                                        H.J. Porter & Associates
<PAGE>

NEIGHBORHOOD ANALYSIS - (CONTINUED)                                           17

Most retail and commercial space in Bessemer is located north of the subject
along US Highway 11. Within three miles of the subject are several neighborhood
shopping centers and unanchored strip centers, some of which have a complement
of typical out-parcels with various road service tenants (fast food, branch
banks, etc.). Tenants for some of these centers include Big Lots, and Eckerd
located at West Town Plaza (Wal Mart was previously located here); K-Mart, Food
Giant, and Big-B Drug at Bessemer Plaza; and Bruno's Food and Pharmacy located
at West Lake Mall. These shopping centers range in age from ten to twenty years.
There is also an older free standing Food World store just north of Bessemer
Technical College. While these food and drug stores will compete with the
subject's Winn Dixie and Drugs for Less, their local shop space is far less
desirable than the subject's and will not effective compete. Several of the
subject's shop space tenants were previously located in these older centers.

In addition to area's commercial development is a small industrial park which
was constructed across the interstate from the subject site. The infrastructure
of the property has been developed with roads, water, sewer, and power all being
added. No companies as of yet have located within the site. It was reported that
the site was developed several years ago but no lots have been sold.

The topographic features of the neighborhood range from relatively level near
the subject site to rolling. Most commercial development has been undertaken on
land with a level to below grade character similar to the subject's.

Based on an inspection of area flood maps the subject site is not located in a
flood prone area. The applicable maps include FEMA Flood Insurance Rate Maps
with community panels numbered; 010217 0582 B, 010217 0601 B, 010115 0007 B, and
010115 0008 B. The only area in the vicinity of the subject site located in a
flood hazard zone is the area adjacent to Five Mile Creek two miles west of the
subject.

Utilities available to the area are serviced by major providers such as the City
of Bessemer and Alagasco. These utilities include electricity, gas, telephone,
water, sewer, and cable television.


ECONOMIC AND FINANCIAL FACTORS

Based on information gathered from data published by the Birmingham Planning
Commission, several demographic trends have been noticed. First, the overall
population of the subject's South Bessemer region (BPC district 18) has
increased significantly over the past twenty years. According to 1990 U.S.
Census figures the planning district population was recorded at 19,388 up from
17,990 in 1980. The total rise in population in 1990 was 1,398 persons, an
increase of 7.8%. However, the increase in population has mainly been observed
in the areas located outside the city of Bessemer, with a relative decrease in
population for the subject's immediate area.


                                                        H.J. Porter & Associates
<PAGE>

NEIGHBORHOOD ANALYSIS - (CONTINUED)                                           18

The population growth of certain areas within the district have reached
proportions greater than 35%. The tremendous growth of the unincorporated areas
of Jefferson County south of Bessemer should have a positive effect on the
subject property. The properties convenient location along Interstate 20/59
should prove to provide a needed service to the rapidly expanding population
south of the subject.

The second most important trend is an overall increase in employment as recorded
for the years 1984 to 1991. The rates of employment for the Bessemer area differ
though in aggregate show a decided increase. The centrally located areas of
Bessemer have shown an overall employment increase of 22%. Most notably the
areas south of Bessemer have demonstrated the greatest increase, with an overall
rate near 60%.

One may conclude that the Bessemer area is still a viable place for new
development. However, it is noted that the area is in a period of transition
from a residential/industrial to commercial community in the central part of the
city to a more populated residential community to the south. This transition
should prove to benefit the subject property as people migrate to the areas in
Southwest Jefferson County.

As indicated previously, there are several food and drug anchored neighborhood
shopping centers and two free standing supermarkets that will compete with the
subject's anchor tenants. The first competing property is the large Bruno's Food
and Pharmacy located 2.5 miles north at the West Lake Mall. This supermarket is
attached to the 324,000 Sq. Ft. mall and fronts U.S. 11 providing excellent
visibility from the road. The property was constructed in 1970 and has been
renovated within the last four years. Bruno's purchased the mall in 1991 for
$1,750,000.

Across from the West Lake Mall is the Bessemer Plaza, which is anchored by
K-Mart, Food Giant, and Big-B Drugs. This shopping center contains a total of
157,800 square feet of space and was constructed in 1971 and renovated in 1990.
Due to the topography of the site, which is mostly below grade, and the angular
layout of the buildings, the property suffers from poor visibility.

Located further south along U.S. 11 about 2.25 miles from the subject is the
West Town Plaza shopping center. This neighborhood center includes a vacant
Wal-Mart store (Wal Mart relocated next to the subject), Big Lots, and Eckerd
Drug, as well as several thousand feet of shop space and several out-parcels.
This property was developed in the early 1970's. Several of the subject's local
tenants were previously located here.

Two free standing supermarkets are located within a three mile radius of the
subject, both of which are located to the north. The first is a Food World store
located 2 miles north on U.S. 11. The second is a large local supermarket
located on 4th avenue about 3 miles north of the subject site. Both of these
properties are more than ten years old.


                                                        H.J. Porter & Associates
<PAGE>

NEIGHBORHOOD ANALYSIS - (CONTINUED)                                           19

Two new developments in the area will have a positive impact on the subject
property. Wal-Mart recently completed a new super store adjacent to the subject
site which contains in excess of 128,000 square feet.

The second important development is located south of the subject neighborhood.
Birmingham Realty Company recently completed construction on a neighborhood
shopping center on Morgan Road just south of I-459. This development includes a
Winn-Dixie Supermarket, Big B Drugs, and small shop space. This is the nearest
competing shopping center.


POLITICAL AND GOVERNMENTAL FACTORS

The subject site was annexed into the city of Bessemer in 1986, and is subject
to the zoning jurisdiction of city government. The site which was rezoned on
April 26, 1994 is currently zoned C-4, Commercial District. Bessemer's land use
zoning restrictions are typical in that they concentrate efforts to protect
residential neighborhoods from encroachment by high density commercial
development, and concentrate commercial developments along major traffic routes.
The subject site is no exception, with its location along the major traffic flow
areas along Interstate 20/59 and U.S. 11. Industrial and agricultural
development has historically been limited to the less populated areas of the
city and county, which is evident in the subject neighborhood.

Property taxes for real estate located in the city of Bessemer are higher than
those assessed for property in the unincorporated areas of Jefferson County. The
subject is no exception with the property located within the city of Bessemer
taxed at a higher rate than properties located in the county. Other taxes apply
to the property as well. Bessemer sales tax is currently 8%. The city occupation
tax is 1%.

Schools which serve the subject neighborhood are under the leadership of the
City of Bessemer and Jefferson County. The two main secondary schools serving
the area are Jess Lanier High School part of the Bessemer school district and
McAdory High School in the Jefferson County school district. Additionally,
Bessemer Faith Academy is a private school located just east of the subject.


SOCIOLOGICAL FACTORS

The immediate area of the subject neighborhood being adjacent to several stable
middle income residential subdivisions should positively influence the subject
property. Despite higher crime rates within the center city area of Bessemer the
subjects location south of the central part of town should prove a desirable
area for development.

The immediate area surrounding the subject site is a stable community where
overall employment rates have increased over the past decade. The ease of access
from the subject to


                                                        H.J. Porter & Associates
<PAGE>

NEIGHBORHOOD ANALYSIS - (CONTINUED)                                           20

major traffic arteries, as well as its proximity to Birmingham, access to
medical, educational, recreational, commercial, and employment centers, makes
the subject neighborhood a viable place for retail development.


CONCLUSIONS

The subject property's convenient location just off Interstate 20/59 in the
southern part of the City of Bessemer provides an excellent to benefit from the
rapid growth taking place in Southwest Jefferson County. This growth is brought
about by a combination of factors, such as a relatively low density of
development, the availability of land, an overall increase in employment, and
the development of the Mercedes-Benz plant 20 miles south of the subject. By all
indications this trend should continue.

While there are significant commercial developments north of the subject, the
continued decline in population of the central business district of Bessemer and
the migration to the areas south of town should prove to have a positive effect
on the subject property as homeowners and tenants look to locate in areas of
continued growth.


                                                        H.J. Porter & Associates
<PAGE>

                               [GRAPHICS OMITTED]

               [MAP OF WINN-DIXIE MARKETPLACE, BESSEMER, ALABAMA]
<PAGE>

SITE ANALYSIS                                                                21

The subject property is located in the southwest quadrant of Interstate Highway
59/20 and Academy Drive in Bessemer, Alabama. As indicated in the site plan on
the facing page, the subject property is irregular shaped. The individual site
characteristics of the shopping center site are as follows:


Size:                                14.245 Acres

Shape:                               Irregular

Street Frontage:                     478.26 feet on Academy Drive

Curb-cuts:                           There are two curb cuts on Academy
                                     Drive and one for the adjoining Wal
                                     Mart property.

Excess Land:                         None

Topography:                          The site is now level. Prior to
                                     construction it was rolling.

Drainage/Flood
Hazard:                              Drainage is adequate. According to the
                                     FEMA Flood Insurance Rate Map,
                                     Community Panels # 010217 0582 B,
                                     010217 0601 B, 010115 0007 B, 010115
                                     0008 B, the subject property is not
                                     located in a flood hazard zone.

Utilities:                           All utilities are available to the
                                     site.

Site Improvement:                    There are approximately 400,250 square
                                     feet of asphalt and concrete paving
                                     which accommodates 516 parking spaces
                                     and drive lanes. Other improvements
                                     include approximately 3,500 linear feet
                                     of concrete curb and gutters,
                                     approximately 1,740 linear feet of
                                     chain link fence, pylon sign, and
                                     parking lot light standards.


                                                        H.J. Porter & Associates
<PAGE>

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]

1.   Front view

2.   North end shops

3.   Anchor tenant

4.   Anchor tenant

5.   South end shops

6.   South end shops

7.   Rear - north end

8.   Rear - Winn Dixie

9.   Rear - South end

10.  Academy Drive North view

11.  Academy Drive South view


                                                        H.J. Porter & Associates
<PAGE>

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]

1.   Front view

2.   North end shops

3.   Anchor tenant

4.   Anchor tenant

5.   South end shops

6.   South end shops

7.   Rear - north end

8.   Rear - Winn Dixie

9.   Rear - South end

10.  Academy Drive North view

11.  Academy Drive South view


                                                        H.J. Porter & Associates
<PAGE>

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]

1.   Front view

2.   North end shops

3.   Anchor tenant

4.   Anchor tenant

5.   South end shops

6.   South end shops

7.   Rear - north end

8.   Rear - Winn Dixie

9.   Rear - South end

10.  Academy Drive North view

11.  Academy Drive South view


                                                        H.J. Porter & Associates
<PAGE>

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]

1.   Front view

2.   North end shops

3.   Anchor tenant

4.   Anchor tenant

5.   South end shops

6.   South end shops

7.   Rear - north end

8.   Rear - Winn Dixie

9.   Rear - South end

10.  Academy Drive North view

11.  Academy Drive South view


                                                        H.J. Porter & Associates
<PAGE>

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]

1.   Front view

2.   North end shops

3.   Anchor tenant

4.   Anchor tenant

5.   South end shops

6.   South end shops

7.   Rear - north end

8.   Rear - Winn Dixie

9.   Rear - South end

10.  Academy Drive North view

11.  Academy Drive South view


                                                        H.J. Porter & Associates
<PAGE>

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]

1.   Front view

2.   North end shops

3.   Anchor tenant

4.   Anchor tenant

5.   South end shops

6.   South end shops

7.   Rear - north end

8.   Rear - Winn Dixie

9.   Rear - South end

10.  Academy Drive North view

11.  Academy Drive South view


                                                        H.J. Porter & Associates
<PAGE>

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]

1. Front view

2. North end shops

3. Anchor tenant

4. Anchor tenant

5. South end shops

6. South end shops

7. Rear - north end

8. Rear - Winn Dixie

9. Rear - South end

10. Academy Drive North view

11. Academy Drive South view


                                                        H.J. Porter & Associates
<PAGE>

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]

1.   Front view

2.   North end shops

3.   Anchor tenant

4.   Anchor tenant

5.   South end shops

6.   South end shops

7.   Rear - north end

8.   Rear - Winn Dixie

9.   Rear - South end

10.  Academy Drive North view

11.  Academy Drive South view


                                                        H.J. Porter & Associates
<PAGE>

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]

1. Front view

2. North end shops

3. Anchor tenant

4. Anchor tenant

5. South end shops

6. South end shops

7. Rear - north end

8. Rear - Winn Dixie

9. Rear - South end

10. Academy Drive North view

11. Academy Drive South view


                                                        H.J. Porter & Associates
<PAGE>

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]

1.   Front view

2.   North end shops

3.   Anchor tenant

4.   Anchor tenant

5.   South end shops

6.   South end shops

7.   Rear - north end

8.   Rear - Winn Dixie

9.   Rear - South end

10.  Academy Drive North view

11.  Academy Drive South view


                                                        H.J. Porter & Associates
<PAGE>

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]

1.   Front view

2.   North end shops

3.   Anchor tenant

4.   Anchor tenant

5.   South end shops

6.   South end shops

7.   Rear - north end

8.   Rear - Winn Dixie

9.   Rear - South end

10.  Academy Drive North view

11.  Academy Drive South view


                                                        H.J. Porter & Associates
<PAGE>

                                                                              22
DESCRIPTION OF SUBJECT IMPROVEMENTS                                           

The subject's improvements were completed and occupied in August 1996. The
building contains 99,183 square feet of gross building area, and 95,591 square
feet of stated leased area. The difference between gross building area and
stated leased area is due to the Winn-Dixie lease. Their building contains
47,592 square feet but their lease states a demised area of 44,000 square feet,
with the difference being the loading and rear storage areas. Other divisions of
space include 18,000 square feet leased to Big B Drugs doing business as Drugs
For Less, and 33,591 square feet of local/regional shop tenants.

Basic construction detail includes:

Roof:                      Built up tar and gravel over rigid insulation on
                           metal decking.

Walls:                     Exterior walls are brick veneer over concrete block
                           on the building front and painted concrete block on
                           the sides and rear. Partition walls between tenant
                           spaces are painted sheetrock on metal wall studs.

Canopy:                    Canopies are a combination of brick veneer,
                           dryvit, and raised metal seam awnings built on
                           brick and jumbo block columns.

Doors:                     Anodized aluminum store front doors. Interior
                           (rest room) doors hollow core wood.

Windows:                   Anodized bronze aluminum store fronts with single
                           glazing.

Floors:                    Reinforced 4" concrete slab with resilient tile
                           cover.

Insulation:                Rigid insulation in built-up roof system.

Ceilings:                  Suspended lay-in acoustic tile with recessed
                           fluorescent light fixtures.

HVAC:                      Individual roof mounted electric central heating
                           and cooling for each unit. Make unknown.

Plumbing:                  One or two-two fixture restrooms in each shop
                           space. The total building area is fully equipped
                           with a fire sprinkler system.


                                                        H.J. Porter & Associates
<PAGE>

                                                                              23

HIGHEST AND BEST USE                                                      

Highest and best Use is defined in the Dictionary of Real Estate Appraisal, 3rd
edition, page 171, as:

     "The reasonably probable and legal use of vacant land or an improved
     property, which is physically possible, appropriately supported,
     financially feasible, and that results in the highest value. The four
     criteria the highest and best use must meet are LEGAL PERMISSIBILITY,
     PHYSICAL POSSIBILITY, FINANCIAL FEASIBILITY, and MAXIMUM PROFITABILITY."

Based on this definition, consideration must be given to both the subject land
site as if vacant, and the total property as improved.

HIGHEST & BEST USE - AS VACANT

PHYSICALLY POSSIBLE - The subject's total land area of 14.245 acres would
support an office complex, a neighborhood shopping center with or without out
parcel lots, apartment complex, industrial building or a combination of these
uses. The shape and configuration of the site is well suited for a neighborhood
shopping center. The site has sufficient area to allow these uses and provide
sufficient area for parking.

LEGALLY PERMISSIBLE - The subject's zoning of C-4, does not restrict commercial
development of the subject site.

FINANCIALLY FEASIBLE - The subject property is located in the southwest quadrant
of Interstate Highway 59/20 and Academy Drive which is one of three interstate
highway interchanges serving Bessemer. Interstate 459 intersects with I-59/20
approximately two miles southwest of the subject property. During the past three
years five neighborhood shopping centers have been or are currently being
constructed at or near major interstate interchanges in the Birmingham metro
area. Birmingham Realty recently built a center at Morgan Road and I-459, and in
1994 they completed Oak Mountain Marketplace in Pelham near I-65 and US 31.
Aronov Realty completed a K Mart/Western anchored center at Chalkville Mountain
Road and I-59. RGS Properties recently completed centers in Moody at I-20 and US
411, and in Alabaster near I-65 and US 31. Lewis Investments is currently
building a Winn-Dixie anchored shopping center at I-459 and State Highway 150 in
Hoover. Adjacent to the subject site, Wal Mart recently completed a new super
store which contains 128,000+/- square feet. The Wal Mart site has excess land
which can accommodate future development. These areas, like the subject's area,
are on the fringe areas of Birmingham's residential growth.

It would appear therefore, that the optimum use of the subject site would be for
retail purposes.


                                                        H.J. Porter & Associates
<PAGE>

HIGHEST AND BEST USE - (CONTINUED)                                            24

MAXIMALLY PRODUCTIVE - The maximally productive use of the subject property is a
function of the density and development potential of the site. Due to the
dynamic state of supply and demand for retail space in the subject's market
environment, a build-out commensurate with successful leasing activity is most
prudent. Most retail centers in the area are located at the intersection of two
heavily travelled streets, like the subject's location.

Based upon the previous analysis, the highest and best use of the subject site,
as vacant and available to be put to its highest and best use, is for a food and
drug anchored neighborhood shopping center containing approximately 100,000
square feet of gross building area.


HIGHEST & BEST USE - AS IMPROVED

The use of the subject site currently, for a neighborhood shopping center and
parking appears to be consistent with highest and best use as if vacant. Next
focus shifts to the adequacy of the improvements for maximizing return.

PHYSICALLY POSSIBLE - The existing building on the subject site is well located
on the subject site with parking conveniently located near the retail shops. The
existing building's contribution to total value is substantial and appears to
provide the highest return to the land. The quantity and quality of the
improvements or total size and design of the building appears to be consistent
with highest and best use.

LEGALLY PERMISSIBLE - The improvements in place on the subject property are
consistent with the zoning restrictions.

FINANCIALLY FEASIBLE - No items were noted which would necessitate renovation or
improvement to command a higher rental rate.

MAXIMALLY PRODUCTIVE - the subject's existing improvements appear to be
consistent with the highest and best use of the subject land site as if vacant.
Based on this analysis, the subject's neighborhood shopping center is considered
to be the highest and best use of the property, as improved.


                                                        H.J. Porter & Associates
<PAGE>

                                                                              25

THE APPRAISAL PROCESS

The appraisal process is a procedure for estimating the market value of real
property. This process involves gathering all pertinent information available
from the market which may influence the value of the subject property. This data
is then utilized in forming an estimate of value based upon the three generally
accepted approaches to value. These three approaches are the Cost Approach, the
Income Approach, and the Direct Sales Comparison Approach.


COST APPROACH

The Cost Approach is defined as that approach in appraisal analysis which is
based upon the proposition that an informed purchaser would pay no more than the
cost of producing a substitute property with the same utility as the subject
property. It is assumed that the potential purchaser considers producing a
substitute property with the same utility as the property being appraised. This
analysis involves the cost to buyer of producing an exact replica of the subject
property, in the same location and condition as the subject property, as of the
effective date of the appraisal.

The application of the Cost Approach involves the following steps:

1.   Estimating value of the site as if vacant and available to be put to its
     highest and best use.

2.   Estimating the reproduction cost new of the improvements.

3.   Estimating all elements of accrued depreciation.

4.   Subtracting the total accrued depreciation from the reproduction cost new
     of the improvements (resulting in an estimate of the present worth of the
     improvements).

5.   Adding the present worth of all the improvements (including site
     improvements) to the estimated site value.

6.   Rounding the figure to an appropriate indication of value.

The major limitations of the Cost Approach is its reliance upon an estimation of
accrued depreciation. Generally, the older the property and the higher the
estimate of accrued depreciation, the less reliable becomes the value indication
from this approach. This is particularly critical in the valuation of older
properties that normally incur greater amounts of depreciation. The Cost
Approach is particularly appropriate when the property being appraised involves
relatively new improvements which represent the highest and best use of the site
or when the improvements are relatively unique or specialized and there is
limited or a total lack of comparable properties which have sold recently.


                                                        H.J. Porter & Associates
<PAGE>

THE APPRAISAL PROCESS - (CONTINUED)                                           26

INCOME ANALYSIS

The Income Analysis is defined as that procedure in appraisal analysis which
converts anticipated benefits (dollar income or amenities) to be derived from
the ownership of property into a value estimate. Anticipated future income
and/or reversions are discounted to a present-worth figure through the
capitalization process.

This analysis requires an estimate of market rent based upon comparable rent of
leased properties. This rental estimate is a gross amount and all expenses to
real estate are deducted. These expenses include vacancy and rent loss which,
when subtracted from the gross income, produces the effective gross income.
Other expenses include real estate taxes, management cost, insurance cost, and
maintenance expense. If applicable, a reduction would also be made for services
and utilities. All expense estimates are obtained from the market by comparison
to similar structures.

After all expenses have been subtracted from the gross income, the resulting
figure is the net operating income, which will be capitalized into value. The
capitalization rate is derived from actual sales that have occurred in the
market place. The sales are analyzed in order to estimate the net operating
income of the property. After the net operating income is estimated, it is
divided by the sales price to provide an indication of the overall
capitalization rate. Capitalization rates can also be built up from the market
factors considered most applicable to income-producing properties. After the net
operating income and the capitalization rate are estimated, the net income is
then capitalized into a value indication by the applicable capitalization
technique.


DIRECT SALES COMPARISON APPROACH

The Direct Sales Comparison Approach is defined as that approach in an appraisal
analysis which is based upon the proposition that an informed purchaser would
pay no more for the property than the cost to him of acquiring an existing
property with the same utility. Presumably, the potential purchaser considers
the alternatives that are available to him and then makes a rational decision
based upon the information he has about those alternatives that are available to
him and then makes a rational decision based upon the information he has about
those alternatives.

The application of the Direct Sales Comparison Approach involves selecting a
number of competitive properties which have recently sold on the market. The
information derived from this section is analyzed through an adjustment process
which develops indications of what the competitive properties would have sold
for if they possessed all the important characteristics of the subject property.
These indications fall into a pattern surrounding one figure which, when
appropriately rounded, is an indication of the market value of the subject
property as of the date of the appraisal.


                                                        H.J. Porter & Associates
<PAGE>

THE APPRAISAL PROCESS - (CONTINUED)                                           27

The reliability of this approach is dependent upon the availability and
verification of the comparable sales data. The degree of comparability between
the competitive properties and the subject, and the absence of non-typical
conditions affecting the sales price of those properties are also important
items that are considered. Therefore, this approach is particularly applicable
when an active market provides sufficient quantities of reliable data which can
be verified from authoritative sources.


RECONCILIATION ANALYSIS

The reconciliation analysis is an evaluation process where the appraiser
carefully evaluates value indications from each of the three approaches. The
reliability of each approach to the present appraisal problem is examined and
weight is given to the accuracy, reliability, quantity of data available for use
in each approach, and the approach in which the market participant typically has
the greatest confidence.


                                                        H.J. Porter & Associates
<PAGE>

                               [GRAPHICS OMITTED]

                                      [MAP]


                              COMPARABLE LAND SALES
<PAGE>

                                                                              28

LAND VALUE - DIRECT COMPARISON

To estimate value for the subject site, a comparison is made between the subject
property and recent sales of similar shopping center sites in the subject
market. Sales considered include:

Sale #1
Address/Location:                        Academy Drive @ I-20/59
                                         Bessemer, AL
Grantor:                                 Newton, Oldacre, McDonald, L.L.C.
Grantee:                                 Wal Mart Stores Inc.
Sale Date:                               11/11/1994
Sale Price:                              $2,444,000
Cash Equiv Price:                        $2,444,000
Terms:                                   Cash to Seller
Verified With:                           Charles Evans, Grantor (615)
                                         321-0973
Verified By:                             Harris Hollans, H.J. Porter &
                                         Associates
Date Verified:                           04/26/1995
Rights Conveyed:                         Fee simple title
Land Size:                               33.95 Acres; 1,478,862 Square Feet
Zoning:                                  C-4, Commercial District
Highest & Best Use:                      Commercial
Use At Sale:                             Vacant
Topo/Drainage:                           Level/Adequate
Access/Visibility:                       Good/Good
Utilities:                               All Public
Remarks:                                 This sale is the assemblage of three
                                         separate tracts divided as: 4.95 acre
                                         - $444,000; 17.5 acre - $950,000; and
                                         11.5 acre $1,050,000. This site has
                                         been developed with a 128,268 Sq.Ft.
                                         Wal Mart Store. There is excess land
                                         for future development.
Indicators of Value:                     PRICE PER ACRE:    $71,988


                                                        H.J. Porter & Associates
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    29

Sale # 2
Address/Location:                       Flintridge Road
                                        Fairfield, AL
Grantor:                                USX Corporation
Grantee:                                Home Depot USA Inc.
Sale Date:                              05/12/1994
Sale Price:                             $1,960,000
Cash Equiv Price:                       $1,960,000
Terms:                                  Cash to Seller
Recorded:                               Deed Book 1024 Page 890; Jefferson 
                                        (Bessemer) County
Verified With:                          George Lander, USX Realty (205)
                                        783-2168
Verified By:                            Harris Hollans, H.J. Porter &
                                        Associates
Date Verified:                          04/05/1995
Rights Conveyed:                        Fee simple title
Land Size:                              17.5 Acres;         762,300 Square Feet
Zoning:                                 B-2, Business District
Highest & Best Use:                     Commercial
Use At Sale:                            Vacant
Topo/Drainage:                          Rolling
Access/Visibility:                      Good
Utilities:                              All Public
Remarks:                                This property was purchased for the
                                        development of a Home Depot store. The
                                        site was sold as is with the seller
                                        performing some required preparation of
                                        roads and driveways. No estimate was
                                        given for the cost of these
                                        improvements. An escrow of $750,000 was
                                        established to insure completion.
Indicators of Value:                    PRICE PER ACRE:     $112,000


                                                        H.J. Porter & Associates
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    30

Sale # 3
Address/Location:                       US Highway 11
                                        Trussville, AL
Grantor:                                Frances Hamilton, et al.
Grantee:                                Trussville Marketplace, LLC
Sale Date:                              11/02/1996
Sale Price:                             $1,149,997
Cash Equiv Price:                       $1,149,997
Terms:                                  Cash to Seller
Recorded:                               Instr.#1996 135593; Jefferson County
Verified With:                          Scott Holcombe, Arlington
                                        Properties, Grantee (205) 328-9600
Verified By:                            Harris Hollans, H.J. Porter &
                                        Associates
Date Verified:                          10/24/1996
Rights Conveyed:                        Fee simple title
Land Size:                              11.2 Acres
Zoning:                                 C-2, General Business District
Highest & Best Use:                     Commercial
Use At Sale:                            Vacant
Topo/Drainage:                          Gently rolling to level/Part located
                                        in Flood Zone A & B
Access/Visibility:                      Good/Good
Utilities:                              All public
Remarks:                                The City of Trussville agreed to
                                        provide a box culvert along the west
                                        side of the property to improve
                                        drainage. Cost estimated at $350,000.
                                        This property was annexed by the City
                                        and zoned commercial prior to sale.
                                        Based on a revised FEMA Flood Map,
                                        the property is not located in a
                                        Flood hazard zone. This map, however,
                                        had not been adopted at the time of
                                        sale. Drainage appeared average.
Indicators of Value:                    PRICE PER ACRE:     $102,678


                                                        H.J. Porter & Associates
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    31

Sale # 4
Address/Location:                       SE Quad. I-459 and Highway 150
                                        Hoover, AL
Grantor:                                Chichester Estate etal
Grantee:                                Lewis Investment Inc
Sale Date:                              05/08/1997
Sale Price:                             $2,125,000
Cash Equiv Price:                       $2,125,000
Terms:                                  Cash to seller
Recorded:                               Deed Book 9761 Page 701; Jefferson
                                        County
Verified With:                          Contract
Verified By:                            David Mullins, MAI
Date Verified:                          05/01/1997
Rights Conveyed:                        Fee simple title
Land Size:                              10.4 Acres
Zoning:                                 Commercial
Highest & Best Use:                     Commercial
Use At Sale:                            Vacant
Topo/Drainage:                          Rolling/Adequate
Access/Visibility:                      Good/Good
Utilities:                              All available
Remarks:                                This site is to be developed with a
                                        neighborhood shopping center anchored by
                                        Winn Dixie. The rolling topography
                                        required additional site work in order
                                        to develop the site.
Indicators of Value:                    PRICE PER ACRE:     $204,327


                                                        H.J. Porter & Associates
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    32

Land Sales 1 through 4 detailed above are compared to the subject's shopping
center site and adjusted to the subject for notable differences. These
adjustments are made in the adjustment grid below.


<TABLE>
<CAPTION>
====================================================================================================================================
                                                     LAND SALES COMPARISON GRID
====================================================================================================================================
<S>                      <C>     <C>            <C>                   <C>                <C>                        <C>
Comp. Number                          Subject                #1                  #2                    #3                    #4
Grantor                                            Newton et al           USX Corp.              Hamilton            Chichester
Grantee                                         Wal Mart Stores          Home Depot      Trussville Mktpl           Sulphur Spr
Location                           Academy Rd        Academy Rd       Flintridge Rd             US Hwy 11           I-459 & Hwy 150
                                 Bessemer, AL      Bessemer, AL       Fairfield, AL        Trussville, AL            Hoover, AL
- ------------------------------------------------------------------------------------------------------------------------------------
Cash Eq. Price                      SEE BELOW        $2,444,000          $1,960,000            $1,149,997            $2,125,000
Date of Sale                         08/04/97          11/11/94            05/12/94              11/02/96              05/08/97
Land Size Acres                        14.245             33.95               17.50                 11.20                10.400
====================================================================================================================================
Unadj.$/Acres                                           $71,988            $112,000              $102,678              $204,327
Unadj.$/Sq. Ft.                                           $1.65               $2.57                 $2.36                 $4.69
====================================================================================================================================
ADJUSTMENTS                                                  #1                  #2                    #3                    #4
Conditions of Sale                                       Normal              Normal                Normal                Normal
Net Adjustment                                               $0                  $0                    $0                    $0
Market Conditions                                         8.19%               9.70%                 2.26%                 0.72%
(Time) @                 3%/year
====================================================================================================================================
Preliminary Adj. Price                               $2,644,164          $2,150,120            $1,175,987            $2,140,300
====================================================================================================================================
PHYSICAL DIFFERENCES                                         #1                  #2                    #3                    #4
                         Location                          1.00                1.00                  1.00                  0.55
                         Topography                        1.00                0.75                  1.00                  1.00
- ------------------------------------------------------------------------------------------------------------------------------------
Subtotal-Physical                                          1.00                0.75                  1.00                  0.55
====================================================================================================================================
Adjusted Price                                       $2,644,164          $1,612,590            $1,175,987            $1,177,165
====================================================================================================================================
Adjusted Price/Acres                                    $77,884             $92,148              $104,999              $113,189
====================================================================================================================================
                         Size                              1.32                1.07                  0.93                  0.90
====================================================================================================================================
Adjusted Price/Acre                                    $102,807             $98,598               $97,649              $101,870
====================================================================================================================================
</TABLE>

No adjustments for financing, rights conveyed, or condition of sale were
required. The comparable sales listed above were adjusted to the subject for:

Time:          Considers an increase in value of 3% per year over the past
               several years. This is based on general trends as there were no
               sale-resales found with which to compare.


                                                        H.J. Porter & Associates
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    33

Location:      The subject is similar in location to sales 1, 2, and 3. Sale 4,
               which is located in one Birmingham's fastest growing residential
               areas at the intersection of two major highways, is superior to
               the subject. Based on a comparison with Sale 1, with
               consideration for size difference, Sale 4 was adjusted -45%.

Topography:    Sale 2 is superior due to seller paid site work. Based on a
               comparison with Sale 1, with consideration for size difference,
               Sale 2 was adjusted -25%.

Size:          The subject contains 14.245 acres and the sales ranged in size
               from 10.4 acres to 33.95 acres. The comparables were adjusted to
               the subject based on the Dilmore Size Adjustment Program, a
               statistical analysis of the relationship of size and sale price
               per acre. The comparables were adjusted +32%, +7%, -7% and -10%
               respectively.

The comparable sales, after adjustment, ranged from $97,649 to $102,807 per acre
with a mean adjusted sale price of $100,231 per acre. The subject is most
comparable to Sale 1 in location and Sales 2 and 3 in size. Based on these
adjusted sales, the subject site, as if vacant, is valued as:


               14.245 Acres @ $100,000     =     $1,424,500

                       Rounded                   $1,420,000


                                                        H.J. Porter & Associates
<PAGE>

                                                                              34

COST APPROACH TO VALUE

The cost factors used are from the Marshall Valuation Service, a national cost
service indexed to the Birmingham market and found to be reliable and consistent
with costs incurred by builders within the area. The cost factors from this cost
service are inclusive of architect/engineering fees, construction period
interest, contractors overhead and profit, and normal site prep costs. Excluded
are site improvements such as paving, landscaping, etc., land costs, and
indirect costs such as developers profit and permanent loan fees.

Calculations of total building reproduction costs are:


================================================================================
                            VALUATION - COST APPROACH
================================================================================
DIRECT COST
Estimated Replacement Cost New - [MARKET]
               Good Market Class "C" -Sec.13 Page 19
               Base Cost                         $56.83
               Sprinkler System                   $1.70
               Total Base Cost                   $58.53
               Area/Perimeter Adjust.       X      0.82
               Adjust to Current Cost       X      1.05
               Adjust Local Conditions      X      0.93
                                                 ------
Gr.Bldg Area                47,592 Sq.Ft.   X    $46.87 per Sq.Ft. = $2,230,637
Canopy @                    35% of Base Cost
                            3,075 Sq.Ft.    X    $16.40 per Sq.Ft. =    $50,430

Estimated      Replacement Cost New - [NEIGHBORHOOD SHOPPING CENTER]
               Average, Class "C" -Sec.13 Page 21
               Base Cost                         $46.08
               Sprinkler System                   $1.70
               Total Base Cost                   $47.78
               Area/Perimeter Adjust.       X      0.87
               Adjust to Current Cost       X      1.05
               Adjust Local Conditions      X      0.93
                                                 ------
Gr.Bldg Area                51,591 Sq.Ft.   X    $40.59 per Sq.Ft. =  $2,094,079
Canopy @                    35% of Base Cost
                            5,100 Sq.Ft.    X    $14.21 per Sq.Ft. =     $72,471
================================================================================
Total Replacement Cost New - All Structures                           $4,447,617
================================================================================


                                                        H.J. Porter & Associates
<PAGE>

COST APPROACH TO VALUE - (CONTINUED)                                          35

INDIRECT COST

Indirect costs including developer's entrepreneurial profit and permanent loan
fees are added to the subject's direct cost to estimate the total value of the
subject property via the Cost Approach. Developer's entrepreneurial profit is
added at 20% based upon sales of new shopping centers, discussions with
Developers and Brokers, and with consideration given to the cross
collateralization of the portfolio of retail properties to which the subject
will be a part. Permanent loan fees are added at the amount typically charged by
lenders - 2% of the loan amount (1% construction - 1% permanent).


ACCRUED DEPRECIATION AND OBSOLESCENCE

The subject's improvements were recently completed, and consequently, there are
no items of deferred maintenance. Incurable physical depreciation is estimated
using the economic age/life method and calculated as:

================================================================================
Total Building Replacement Cost New                                 $4,447,617
- --------------------------------------------------------------------------------
Estimated Chronological Building Age                                         1
Effective Age                                                                1
Economic Life New                                                           40
Percentage Depreciation Effective Age / Life New)                         2.5%
- --------------------------------------------------------------------------------
Dollar Depreciation - Incurable Long Lived Items                 
     $4,447,617          X         2.5%                               $111,190
================================================================================

Based on inspection of the subject property and its neighborhood, there is no
functional or external obsolescence.

Site improvements are added at their depreciated values and the underlying
vacant shopping center site land value is added as arrived at previously by
comparison. The calculation of Value by the Cost Approach is presented in
tabular form on the following page.


                                                        H.J. Porter & Associates
<PAGE>

COST APPROACH TO VALUE - (CONTINUED)                                          36

<TABLE>
<CAPTION>
=================================================================================================================
                                                CALCULATION OF COST
=================================================================================================================
<S>                                  <C>              <C>                 <C>         <C>             <C>
DIRECT COST
Total Replacement Cost New - Structures (from prior page)                                             $4,447,617
Less Accrued Depreciation                                                                              ($111,190)
                                                                                                      ----------
Total Depreciated Cost New                                                                            $4,336,427
Add: Site Improvements                                               Percent         Depreciated
                                        Area       Cost / SF            Dep.                Cost
                                        ----       ---------            ----                ----
Asphalt Paving - SF                  400,250           $1.35              2%            $529,531
Concrete Curbs - LF                    3,500           $7.20              1%             $24,948
Chain Link Fence - LF                  1,740          $10.00              1%             $17,226
Site Prep and Infrastructure                                                            $400,000
Project Sign                                                                             $25,000
Landscaping                                                                              $25,000
                                                                                         -------
Subtotal                                                                                              $1,021,705
                                                                                                      ----------
Total Value - All Improvements                                                                        $5,358,132
                                                                                                          
INDIRECT COST
Entrepreneurial Profit                                   20% Cost+Land                $1,355,626
Title and Legal                                                                          $35,000
Permanent Loan Fees                                       2% of Loan Amt
Loan basis =                                             75% of Cost                    $101,672
Marketing/Lease Commissions                                                              $50,000
Miscellaneous                                                                            $75,000
                                                                                         -------
TOTAL INDIRECT COST                                                                                   $1,617,298
                                                                                                      ----------
TOTAL COST NEW                                                                                        $6,975,430
LAND VALUE (from prior section)                                                                       $1,420,000
                                                                                                      ----------
VALUE BY COST - At Completion                                                                         $8,395,430
                                                                                   (Rounded)          $8,400,000
================================================================================================================= 
</TABLE>


                                                        H.J. Porter & Associates
<PAGE>

                               [GRAPHICS OMITTED]

                                      [MAP]

                               COMPARABLE RENTALS
<PAGE>

================================================================================
                                STATE OF ALABAMA

                              [ALABAMA GREAT SEAL]

                             This is to certify that

                                DAVID P. MULLINS

               having given satisfactory evidence of the necessary
           qualifications required by the laws of the State of Alabama
                is licensed to transact business in Alabama as a

                    CERTIFIED GENERAL REAL PROPERTY APPRAISER

                 With all the rights, privileges and obligations
                              appurtenant thereto.


LICENSE NUMBER:  G00008                    [/s/ ILLEGIBLE]  Executive  Director
EXPIRATION DATE: SEPT. 30, 1997            ALABAMA REAL ESTATE APPRAISERS BOARD

================================================================================
<PAGE>

INCOME APPROACH TO VALUE                                                      37

As a primary approach to value for the subject, the estimated net operating
income is capitalized into a value estimate by use of an overall capitalization
rate. In arriving at a net operating income, consideration is given to rentals
and expenses which are incurred in the operation of the property.


POTENTIAL GROSS INCOME

The subject property is anchored by Winn Dixie Marketplace containing 44,000
square feet of stated leased area, and Drugs for Less with 18,000 square feet.
There are 33,591 square feet of non-anchored shop space leased to 16 tenants on
lease terms ranging from 3 to 5 years and rental rates ranging from $9.50 to
$13.00 per square foot with an average of $11.65. There is one vacant shop
containing 1,200 square for which Mail Boxes Etc. has signed a letter of intent
to lease at $13.00 per square foot on a 4 year term. Found in the Addendum is a
Lease Synopsis for each of the subject tenants.

In order to determine if the subject's local shop space rents are competitive
and market oriented, and to estimate their market vacancy, four comparable
neighborhood shopping centers were inspected, surveyed, and compared to the
subject. Like the subject, all four comparables are located at or near
interstate highway exits within the Birmingham Metro area. Except for Flintridge
Center, which was built in 1982, the comparable centers range in age from 2 to 5
years.

Comparable rentals considered for the subject's non-anchored space are shown on
the following pages.


                                                        H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        38

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]

                               RENT COMPARABLE # 1


NAME:                    Flintridge Center
LOCATION:                East side of Wiebel Drive at I-20/59
                         Fairfield, Alabama
YEAR BUILT:              1982
SIZE:                    293,496 Sq.Ft.
ANCHORS TENANTS:         K Mart                        120,000 Sq.Ft.
                         Sears                          92,585 Sq.Ft.
                         Winn Dixie Marketplace         44,000 Sq.Ft.
LOCAL TENANTS:           Total local tenant space       36,911 Sq.Ft.
LOCAL TENANT RENT:       $10.00 - $15.00
OCCUPANCY:               68.8% of local shop space
REMARKS:                 This property is well located along a major
                         road in Fairfield and above grade with good
                         visibility. There are three vacant shops,
                         two of which have leases out for signature.
                         According to Zack Rolen, with Aronov
                         Realty, this center typically maintains 90%
                         to 95% occupancy for local shop space, and
                         the current vacancy is typical tenant
                         roll-over space.


                                                        H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        39

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]

                               RENT COMPARABLE #2


NAME:                    Morgan Road Square Winn Dixie
LOCATION:                Bessemer, Alabama
YEAR BUILT:              1995
SIZE:                    68,440 Sq.Ft.
ANCHORS TENANTS:         Winn Dixie                     44,000 Sq.Ft.
                         Big B Drugs                     9,240 Sq.Ft.
LOCAL TENANTS:           Various local tenants          15,200 Sq.Ft.
LOCAL TENANTS RENT:      $10.50 - $12.00
OCCUPANCY:               100%
REMARKS:                 This center is located on Morgan Road at
                         its intersection with I-459. The majority
                         of the shop space was pre-leased prior to
                         completion and stabilized occupancy was
                         achieved within three months.


                                                        H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                       40

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]

                               RENT COMPARABLE # 3


NAME:                    Oak Mountain Marketplace
LOCATION:                U.S. Highway 31 at AL Highway 119
                         Pelham, Alabama
YEAR BUILT:              1993
SIZE:                    74,193 Sq.Ft.
ANCHORS TENANTS:         Winn Dixie                     46,300 Sq.Ft.
                         Big B Drugs                     8,470 Sq.Ft.
LOCAL TENANTS:           Various local tenant           19,423 Sq.Ft.
LOCAL TENANT RENT:       $11.50 - $13.50
OCCUPANCY:               100% of local shop space
REMARKS:                 This is a new neighborhood shopping center
                         well located in North Shelby County.
                         Visibility is excellent with a good tenant
                         mix.


                                                        H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        41

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]

                               RENT COMPARABLE # 4


NAME:                    Trussville Shopping Center
LOCATION:                Chalkville Road
                         Trussville, Alabama
YEAR BUILT:              Fall 1992
SIZE:                    165,000 Sq.Ft.
ANCHORS TENANTS:         Anchor:                        91,266 Sq.Ft.
                                                        36,535 Sq.Ft.
                         Local Shop Space               37,199 Sq.Ft.
ANCHOR TENANTS:          Western Supermarket and K Mart
LOCAL TENANT RENT:       $10.00 - $12.00
OCCUPANCY:               100% of local shop space
REMARKS:                 This shopping center is located just off
                         Interstate 59. There are little or no
                         concessions offered. When concessions
                         are offered they are 1 to 2 months
                         rental abatement. There is no build-out
                         of tenant space. Leasing commissions
                         are 4% new tenants and 2% renewal
                         tenants.


                                                        H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        42

Rental rates for non-anchored shop space in the for comparable rentals range
from $7.00 to $15.00 per square foot with most being in the $10 to $12 range.
The subject's current rents appear to be competitive and market oriented.

As with most modern neighborhood shopping centers, shop space tenants pay their
pro rata share of taxes, insurance, and common area maintenance. In addition to
these expense contribution, most of the subject's local tenants pay 15% of CAM
expense for administration, and several contribute $.05 per square foot for
structural reserves, and one pays 5% of base rent for management fee.

The contract rent for Winn Dixie and Drugs For Less, like most signature stores,
are a function of the development cost and negotiations between developer and
tenant. The Winn Dixie rent at $6.95 per square foot, and Drugs For Less at
$7.00 per square foot are within the range of similar food and drug tenant
rental rates as illustrated in the following table.


================================================================================
Tenant              Location              Year        Size-Sq.Ft.    Rent/Sq.Ft.
================================================================================
Winn Dixie          Alabaster, AL         1993          44,000         $6.50
Winn Dixie          Panama City, FL       1993          44,000         $7.15
Winn Dixie          Moody, AL             1993          44,000         $7.00
Winn Dixie          Chalkville, AL        1994          51,250         $6.50
Winn Dixie          Alexander City, AL    1994          44,000         $6.75
Winn Dixie          Chattanooga, TN       1994          44,000         $7.05
Winn Dixie          Anniston, AL          1995          44,000         $7.70
Winn DIxie          Birmingham, AL        1995          44,000         $6.95
Winn Dixie          Mobile, AL            1996          51,282         $8.00
Winn Dixie          Dalton, GA            1996          44,000         $9.26
Winn Dixie          Trussville, AL        1996          44,000         $8.15
Winn Dixie          Mobile, AL            1997          44,000         $9.00
Winn Dixie          Mobile, AL            1997          44,000         $8.85
Winn Dixie          Fairhope, AL          1997          51,282         $9.25
================================================================================

================================================================================
Drugs for Less      Birmingham, AL        1993          18,000         $7.50
Harco Drugs         Birmingham, AL        1993          12,876         $5.95
Harco Drugs         Pell City, AL         1993           9,100         $7.50
Harco Drugs         Alabaster, AL         1993           9,100         $8.50
Big B Drugs         Chattanooga, TN       1994           8,470         $7.00
Harco Drugs         Tuscaloosa, AL        1994          10,160         $7.90
Drugs for less      Birmingham, AL        1995          18,000         $7.00
Revco               Dalton, GA            1996           8,450         $9.75
Harco Drugs         Mobile, AL            1997          10,125         $8.25
================================================================================


                                                        H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        43

Drugs for Less will pay their pro rata share of taxes, insurance, and common
area maintenance. Winn Dixie has their own identified parcel and directly pay
all taxes, insurance, and building and grounds maintenance. Due to the nature of
the Winn Dixie lease terms, which is non-terminable, their lease is considered a
"Bond Lease."

Winn Dixie, Drugs For Less, and Cato leases call for percentage rents. It is
unlikely that these tenants will reach a level of sales requiring percentage
rent until they have become well established in this market. As such, no income
from percentage rent is estimated.

The Potential Gross Income is the sum of the subject's contract rents plus
expense reimbursements for the pro rata share of taxes, insurance, and common
area maintenance, including administrative fee for some tenants as well as
structural reserves and management fee for the following tenants. Expenses for
these items are estimated in the Expense Analysis on the following pages. The
following table shows the calculations of CAM Administrative Fee, Structural
Reserves, and Management Fee for local shop tenants according to their leases.

<TABLE>
<CAPTION>
================================================================================================
                       CAM Admin      Amount     St. Rev.      Amount     Management      Amount
================================================================================================
<S>                      <C>          <C>           <C>          <C>              <C>       <C>
Alfa Insurance               10%         $72        $0.00          $0             0%          $0
American Gen.                15%        $142        $0.05        $105             0%          $0
Sally Beauty                 15%        $122        $0.00          $0             0%          $0
Natural Nails                15%         $81        $0.05         $60             0%          $0
Mattress Max                 15%        $286        $0.05        $212             0%          $0
Head Start                    0%          $0        $0.05         $60             5%        $780
Little Caesar                 0%          $0        $0.00          $0             0%          $0
Dollar Tree                  15%        $297        $0.00          $0             0%          $0
Cato                          0%          $0        $0.00          $0             0%          $0
Coin Castle                  15%        $108        $0.05         $80             0%          $0
Rent-A-Center                 0%          $0        $0.00          $0             0%          $0
Physical Therapy             15%        $122        $0.00          $0             0%          $0
Norwest Financial            15%        $182        $0.00          $0             0%          $0
Mail Boxes Etc.              15%         $81        $0.05         $60             0%          $0
================================================================================================
Category Totals                       $1,493                     $577                       $780
================================================================================================
Grand Total              $2,850
================================================================================================
</TABLE>


                                                        H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        44

The potential Gross Income is calculated in the following table.

<TABLE>
<CAPTION>
===========================================================================================
POTENTIAL GROSS INCOME
<S>                              <C>                 <C>              <C>          <C>
Anchor Tenants
  Winn Dixie                     44,000  sq.ft. @    $6.95       =    $305,800
  Drugs for Less                 18,000  sq.ft. @    $7.00       =    $126,000
                                 ------                               --------
Subtotal                         62,000  sq.ft.                                    $431,800

  Non-Anchor Tenants
  Alfa Insurance                  1,600  sq.ft. @   $12.00       =     $19,200
  American General                2,100  sq.ft. @   $12.50       =     $26,250
  Sally Beauty                    1,800  sq.ft. @   $12.00       =     $21,600
  Natural Nails                   1,200  sq.ft. @   $13.00       =     $15,600
  Mattress Max                    4,230  sq.ft. @   $12.00       =     $50,760
  Head Start                      1,200  sq.ft. @   $13.00       =     $15,600
  Little Caesar                   1,600  sq.ft. @   $13.00       =     $20,800
  Dollar Tree                     4,400  sq.ft. @   $11.50       =     $50,600
  Cato                            4,770  sq.ft. @    $9.50       =     $45,315
  Coin Castle                     1,600  sq.ft. @   $11.00       =     $17,600
  Rent-A-Center                   3,400  sq.ft. @   $12.00       =     $40,800
  Physical Therapy                1,800  sq.ft. @   $12.00       =     $21,600
  Norwest Financial               2,691  sq.ft. @   $11.15       =     $30,005
  Mail Boxes Etc.                 1,200  sq.ft. @   $13.00       =     $15,600
                                 ------             ------            --------
Subtotal                         33,591  sq.ft.     $11.65  Avg.                   $391,330
                                                                                   --------
Total Rental Income              95,591  sq.ft.                                    $823,130

Expense Contributions
Drugs for Less                   18,000  sq.ft. @    $1.27       =      $22,860
Non-Anchor Tenants
  CAM Admin., St. Res., Mgt. (as previously presented)                   $2,850
  Taxes                          33,591  sq.ft. @    $0.72       =      $24,186
  Insurance                      30,191  sq.ft. @    $0.10       =       $3,019
  CAM                            33,591  sq.ft. @    $0.50       =      $15,116
                                                                        -------
Total Exp. Cont. on              51,591  sq.ft. @                                   $68,031
===========================================================================================
POTENTIAL GROSS INCOME                                                             $891,161
===========================================================================================
</TABLE>


                                                        H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        45

EFFECTIVE GROSS INCOME

Stabilized vacancy and collection loss is subtracted from Potential Gross Income
to estimate the Effective Gross Income. Winn Dixie and Drugs For Less have
extended lease terms and are considered credit anchor tenants. As such, no
vacancy and credit loss is calculated on their income. Local shop space in the
four comparable shopping centers ranged from 68.8% to 100% with the most
comparable being in the upper end of the range. There is good demand for local
shop space through out the Birmingham metro area. Vacancy and collection loss
for the subject's non-anchored shop space is estimated to be 5%. of rent and
expense reimbursements, and calculated as:


                    $891,161     Potential Gross Income
                     $21,825     Vacancy and Collection Loss
                    --------                           
                    $869,336     Effective Gross Income


OPERATING EXPENSES

After estimating Effective Gross Income, all applicable expenses are deducted to
arrive at Net Operating Income. Being new, the subject has no operating history
to examine. To estimate the appropriate expense levels, statements from similar
shopping centers are analyzed. The expense comparables are presented on the
following pages.


                                                        H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        46

COMPARABLE # 1


Project Name:                 Delchamps Plaza North
Location:                     McFarland & Watermelon Road
                              Tuscaloosa, AL
Year Built:                   1986                    GLA: 59,389 SF
Source:                       Year End Statement
Type Center:                  Neighborhood
Analysis Year:                1995                    Analysis By: DPM

     Item                       Total           $/SF                %PGR
     ----                       -----           ----                ----
Potential Gross Rent:         $459,768          $7.74              100.0%
Less Vac/Credit Loss:            $-603         $-0.01               -0.1%
                              --------         ------              ----- 
Effective Gross Rent:         $459,165          $7.73               99.9%
+ CAM/Reimbursements:          $41,120          $0.69                8.9%
+ Misc Income:                  $3,439          $0.06                0.7%
                                ------          -----                --- 
Effec. Gross Income:          $503,724          $8.48              100.0%

     Item                        Total           $/SF                %EGI
     ----                        -----           ----                ----
Less Expenses:
 Management:                   $30,762          $0.52                6.1%
 Ad Valorem Tax:               $33,939          $0.57                6.7%
 Insurance:                     $4,915          $0.08                1.0%
 Administration Expense:        $1,391          $0.02                0.3%
 CAM:                          $41,892          $0.71                8.3%
 Miscellaneous:                 $8,765          $0.15                1.7%
                                ------          -----                --- 
Total Expenses:               $121,664          $2.05               24.2%
                              --------         ------              ----- 
Net Operating Income:         $382,060          $6.43               75.8%
                              ========         ======              ===== 

Comments: Utilities expense included in CAM. Miscellaneous expense is non-pass
          through expense for building repair.


                                                        H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        47

COMPARABLE # 2


Project Name:                 Delchamps Plaza South
Lcation:                      Skyland Blvd.
                              Tuscaloosa, AL
Year Built:                   1986                    GLA: 108,903 SF
Source:                       Year end operating statement
Type Center:                  Neighborhood Shopping Center
Analysis Year:                1996                    Analysis By: LHH

     Item                        Total           $/SF                %PGI
     ----                        -----           ----                ----
Effective Gross Rent:         $751,676          $6.90                   %
+ CAM/Reimbursements:          $61,400          $0.56                   %
+ Misc Income:                    $300          $0.00                   %
                              --------         ------              ----- 
Effec. Gross Income:          $813,376          $7.47              100.0%
                                                              
     Item                        Total           $/SF                %EGI
     ----                        -----           ----                ----
Less Expenses:
 Management:                   $42,686          $0.39                5.2%
 Ad Valorem Tax:               $39,174          $0.36                4.8%
 Insurance:                    $13,588          $0.12                1.7%
 Administration Expense:       $17,144          $0.16                2.1%
 CAM:                          $25,322          $0.23                3.1%
 Utilities:                     $6,564          $0.06                0.8%
 Miscellaneous:                 $5,071          $0.05                0.6%
                              --------         ------              ----- 
                                                                   
Total Expenses:               $149,549          $1.37               18.4%
                              --------         ------              ----- 
                                                                   
Net Operating Income:         $663,827          $6.10               81.6%
                              ========         ======              ===== 
                                                                  
Comments: Misc. Expense is travel and structural repair.


                                                        H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        48

COMPARABLE # 3


Project Name:                 Stratford Square
Location:                     East Boulevard
                              Montgomery, AL
Year Built:                   1987                    GLA: 121,236 SF
Source:                       Year End Statement
Type Center:                  Community Shopping Center
Analysis Year:                1995                    Analysis By: Philip Minor

     Item                        Total           $/SF                %PGI
     ----                        -----           ----                ----
Effective Gross Rent:         $771,843          $6.37                   %
+ CAM/Reimbursements:         $118,804          $0.98                   %
+ Misc Income:                    $412          $0.00                   %
                              --------          -----              ----- 
Effec. Gross Income:          $891,079          $7.35              100.0%
                                             
     Item                        Total           $/SF                %EGI
     ----                        -----           ----                ----
Less Expenses:
 Management:                   $43,173          $0.36                4.8%
 Ad Valorem Tax:               $47,541          $0.39                5.3%
 Insurance:                    $12,987          $0.11                1.5%
 Administration Expense:       $13,769          $0.11                1.5%
 CAM:                          $53,488          $0.44                6.0%
 Miscellaneous:                 $5,650          $0.05                0.6%
                              --------          -----              ----- 

Total Expenses:               $176,608          $1.46               19.8%
                              --------          -----              ----- 

Net Operating Income:         $714,471          $5.89               80.2%
                              ========          =====              ===== 

Comments: Miscellaneous expense includes $3,762 for on-site management, and
          $1,888 advertising and promotion.


                                                        H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        49

COMPARABLE # 4


Project Name:                 Corner Village
Location:                     Auburn, AL
Year Built:                   1978                   GLA: 62,510 SF
Source:                       Year End Statement
Type Center:                  Neighborhood Shopping Center
Analysis Year:                1995                   Analysis By: Philip Minor

     Item                        Total           $/SF                %PGI
     ----                        -----           ----                ----
Effective Gross Rent:         $260,657          $4.17                   %
+ CAM/Reimbursements:          $22,347          $0.36                   %
+ Misc Income:                     $83          $0.00                   %
                              --------          -----              ----- 
Effec. Gross Income:          $283,087          $4.53              100.0%
                                                               
     Item                        Total           $/SF                %EGI
     ----                        -----           ----                ----
Less Expenses:
 Management:                   $10,663          $0.17                3.8%
 Ad Valorem Tax:               $21,172          $0.34                7.5%
 Insurance:                     $4,405          $0.07                1.6%
 Administration                 $3,556          $0.06                1.3%
 Expense:
 CAM:                          $25,305          $0.40                8.9%
 Utilities:                       $332          $0.01                0.1%
 Miscellaneous:                 $1,718          $0.03                0.6%
                              --------          -----              ----- 

Total Expenses:                $67,151          $1.07               23.7%
                              --------          -----              ----- 

Net Operating Income:         $215,936          $3.45               76.3%
                              ========          =====              ===== 

Comments: Miscellaneous expense is building repair and maintenance.


                                                        H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        50

As indicated previously, the subject has no operating history. The owner's pro
forma indicated the following expenses:


                                   Management                 $.35  PSF
                                   Ad Valorem Tax              .42  PSF
                                   CAM                         .50  PSF
                                   Insurance                   .085 PSF
                                   Building Maintenance        .10  PSF
                                   Administration              .003 PSF

Based on these expense comparables and the owner's pro forma, the pertinent
expense categories in appropriate amounts are estimated below. Because Winn
Dixie is responsible for paying all operating expenses associated with their
store, the following expense estimates reflect expenses for Drugs for Less and
the non-anchored tenants only.

Management Fee:                    The management fee of the comparables
                                   properties ranged from 3.8% to 6.1%. As
                                   indicated previously, the subject property is
                                   one of fifteen shopping centers in a cross
                                   collateralized portfolio of retail properties
                                   under single management. Considering
                                   economies of scale, the subject's management
                                   fee is estimated at the low end of the range
                                   at 4% of effective rental income.

Ad Valorem tax:                    The subject's ad valorem tax, as previously
                                   discussed, is estimated at $37,269 per year.

Insurance:                         The subject property is covered under a
                                   blanket insurance policy, and being new, has
                                   no established premium. Based upon the
                                   expense comparables the cost of insuring the
                                   subject's improvements and the cost of
                                   liability insurance is estimated to be $5,000
                                   per year or $.10 per square foot.

Common Area Maintenance:           Common area maintenance and repair expense is
                                   estimated at $23,000 per year or $.45 per
                                   square foot which is based on the comparables
                                   which ranged from $.23 to $.71 per square
                                   foot with an average of $.45 per square foot.

Structural Maintenance:            Structural maintenance is estimated to be
                                   $.10 per square foot for a total annual
                                   amount of $5,000. The comparables ranged from
                                   $.03 to $.15 per square foot with an average
                                   of $.07 per square foot. Owner's pro forma is
                                   $.10 per square foot.


                                                       H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        51

Administrative:                    This expense is estimated to be $1,000 per
                                   year or $.02 per square foot, and is based on
                                   the comparables which ranged from $.02 to
                                   $.16 with and average of $.09 per square
                                   foot. The subject's estimated cost is at the
                                   low end of the range due to reimbursement of
                                   CAM administrative fee.

Total operating expenses are estimated to be $91,180 per year or $1.77 per
square foot for the Drugs for Less and non-anchor tenant space.


NET OPERATING INCOME

The subject's net operating income is calculated by subtracting the Operating
Expenses from the Effective Gross Income and illustrated as:


                          $869,336 Effective Gross Income
                           $91,180 Operating Expenses
                          --------
                          $778,156 Net Operating Income


OVERALL CAPITALIZATION RATE

To estimate the subject's value via the Income Approach, the subject's
stabilized net operating income is capitalized with an overall capitalization
rate of 9.0%. The selected overall capitalization rate is based on several
methods of capitalization rate development with consideration given to the
non-terminable Winn-Dixie lease, and the cross collateralization of the subject
property with the other fourteen shopping centers in the securitized portfolio
of retail properties. The cap rate development methods, which are presented
following the Income Approach Summary on the following page, includes rates
extracted from comparable sales, recently published investor survey, and three
methods using mortgage and equity positions which include the Ellwood, Band of
Investment, and Debt Coverage Ratio Methods.

Rates extracted from the comparable sales, none of which had non-terminable
leases, ranged from 9.57% to 10.20% with an average of 9.81% and the most recent
sale being at 9.64%. Published rates from the Second Quarter 1997, Korpacz Real
Estate Investor Survey for National Strip Shopping Center, ranged from 8.25% to
13% with an average rate of 9.84% which is similar to the market extracted
rates. The mid range rates from the three mortgage/equity methods ranged from
8.90% to 9.14%. The rates developed with mortgage/equity factors reflect current
conditions and declining interest rates. The criteria used for these methods was
taken from the above investor survey and from interviews with mortgage brokers.


                                                       H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        52

The High, Middle, and Low average of the five methods of cap rate development
are 10.25%, 9.31%, and 8.71% respectively. Based on this analysis and the above
considerations, the subject's overall capitalization rate is estimated to fall
between the Middle and Low range of the five methods.


ESTIMATED VALUE BY INCOME APPROACH

The subject's stabilized net operating income of $778,156 is capitalized with an
overall capitalization rate of 9.0% for an estimated value of $8,646,178 which
is rounded to $8,650,000. A summary of the Income Approach to Value is presented
below.

================================================================================
POTENTIAL GROSS INCOME                                                  $891,161
Less Vacancy and Collection Loss
Non-Anchor Tenants       5%        Rent + Exp. Cont. =                   $21,825
                                                                      ----------
EFFECTIVE GROSS INCOME                                                  $869,336
                                                 % of         $ per  
Less Expenses:                                   E.G.I.        S.F.  
                                                 ------       -----
                 Management:        $19,911       4.0%        $0.39  
                 Ad.Val.Tax         $37,269       4.3%        $0.72  
                 Insurance           $5,000       0.6%        $0.10  
                 CAM                $23,000       2.6%        $0.45  
                 St. Maint.          $5,000       0.6%        $0.10  
                 Administrative      $1,000       0.1%        $0.02  
                                    -------      ----         -----
Total Expenses                                   10.5%        $1.77      $91,180
                                                                      ----------
NET OPERATING INCOME                                                    $778,178
Capitalized at                          9.0%                          $8,646,178
                                                                      ----------
TOTAL INDICATED VALUE - At Completion                     (Rounded)   $8,650,000
================================================================================
*    Rent-A-Center does not contribute to insurance.
================================================================================


                                                       H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        53

<TABLE>
<CAPTION>
==========================================================================================
Property Capitalization
Rate Justification
==========================================================================================
PROPERTY:  59 West Shopping Center
ADDRESS:   Bessemer, Alabama
DATE:      August 4, 1996
                                                  Pessimistic    Most Likely    Optimistic
                                                  -----------    -----------    ----------
<S>                                                    <C>            <C>           <C>   
                                                  ----------------------------------------
1. Market extracted rates for                          10.20%          9.81%         9.57%
           similar local properties               ----------------------------------------
                                                  
                                                  ----------------------------------------
2. Recent published cap rates                          13.00%          9.84%         8.25%
           used by institutional investors        ----------------------------------------

3. Ellwood method calculated rates 
     11.55% = Eqty yield before tax (Korpacz)
% Property appreciation (income) over hold period =    -5.00%          0.00%         5.00%
        75% = Mortgage percent of value
      7.75% = Mortgage interest rate 
       20.0 = Mortgage term in years 
       10.0 = Investment holding period
      9.85% = Rm = Mortgage constant
      14.4% = Rmp = Mortgage constant over holding period 
      31.6% = P = Percent of mortgage paid off over hold period
       5.8% = SFF = Sink fund factor 
      37.2% = J factor                            ----------------------------------------
                            Calculated cap rate =       9.36%          8.90%         8.45%
                                                  ----------------------------------------

4. Band of Investment Method
                       Mortgage percent to value       70.00%         75.00%        80.00%
                               Mortgage constant       10.35%          9.85%         9.35%
                         Equity percent to value       30.00%         25.00%        20.00%
                          Eqty cash on cash rate        8.00%          7.00%         6.00%
                                                  ----------------------------------------
                             Calculated cap rate        9.65%          9.14%         8.68%
                                                  ----------------------------------------

5. Debt Coverage Ratio Method                        
                       Req'd debt coverage ratio         1.25           1.20          1.15
                       Mortgage percent to value       70.00%         75.00%        80.00%
                               Mortgage constant       10.35%          9.85%         9.35%
                                                  ----------------------------------------
                             Calculated cap rate        9.06%          8.87%         8.60%
                                                  ----------------------------------------
                                                   
==========================================================================================
</TABLE>


                                                       H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        54

================================================================================
                                Explanatory Notes

                          Capitalization Rate Evidence

The accompanying chart illustrates 5 different sets of data or evidence as to
appropriate current property capitalization rates.

          Item # 1 Reflects the current range in capitalization rates
          in the local market based on actual sales - this information
          is historical in nature although there has been a fairly
          consistent pattern evident in this market over the years.

          Item # 2 Reflects actual cap rates used by large financial
          institutions in the acquisition and financing of major real
          estate projects. These rates are also historical in nature,
          but are based on properties of a magnitude atypical in this
          market area. Properties that would appeal to at least a
          regional and perhaps a national market of potential buyers.

          Item # 3 Reflects a calculated cap rate utilizing the
          Ellwood model based on future expectations in income and
          property value growth and equity yield rates - explicit
          input assumptions are listed. This method is compelling when
          market mortgage and equity yield returns are predictable and
          property and income changes can be reliably predicted.

          Item # 4 Analyzes required capital outlays to service both
          the debt (ie mortgage payment) and the equity (cash on cash
          or before tax cash flow or equity dividend). The weighted
          average of these required returns is, by definition, equal
          to the capitalization rate. It should be noted that the
          mortgage interest rate and equity yield rate are NOT part of
          this calculation.

          Item #5 Provides another method often used by lenders. The
          debt coverage ratio is a factor equal to the net operating
          income divided by the annual debt service - in other words,
          it is an estimate of the "cushion" or excess of net
          operating income over and above debt service. The calculated
          cap can be solved for by the following formula R(o) = R(m) X
          DCR X M.

The actual cap rate used by appraisers in this analysis is bracketed by this
information. Further, this chart illustrates the implicit market expectations of
the various investment parameters that are reflected by the specific
capitalization rate used.
================================================================================


                                                       H.J. Porter & Associates
<PAGE>

MARKET APPROACH                                                               55

To estimate the subject property's value by market comparison, a direct
comparison is made with actual sales of other neighborhood shopping center
properties. These sales are analyzed on the basis of price per square foot of
gross building area (GBA) and their effective gross income multiplier (EGIM).

While the subject property is part of a large portfolio of retail properties
which would most likely be marketed as a total package, no sales of similar
portfolio of properties were found with which to compare. The market for retail
properties is national, and purchases are made on the strength and reliability
of the income stream. Similar shopping center sales were located in Birmingham,
Moody, Madison, and Mobile Alabama and Chattanooga, Tennessee.

Each sale is adjusted to the subject for pertinent items, including unusual
financing or conditions of sale, time lapsed since sale, and physical
differences such as age, condition, and construction quality and location as
reflected in the net operating income.

The sales considered are detailed on the following pages with a comparison and
adjustment following the presentation of the sales data.


                                                       H.J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 56

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]

Sale #1
Address/Location:   The Village on Lorna
                    3301 Lorna Road
                    Hoover, AL
Grantor:            Lorna Properties
Grantee:            Village on Lorna Shopping Center, Ltd.
Sale Date:          05/26/1995
Sale Price:         $11,200,000
Cash Equiv Price:   $11,200,000
Equity:             $2,240,000
Debt:               $8,960,000               Year 1 Debt Service: $933,084
Terms:              Cash to seller: Equity, debt and YR1 Debt
                    Service estimated based on 80% LTV, 8.5%
                    interest, 20 yr. amortization
Recorded:           Inst. #1995 61351; Jefferson County
Verified With:      Hunter Keller, Engel Realty (205) 939-6800
Verified By:        David Mullins, H.J. Porter & Associates
Date Verified:      04/18/1996
Rights Conveyed:    Leased Fee
Land Size:          12.6 Acres
Access/Visibility:  Average/Average
Highest & Best Use: Neighborhood Shopping Center
Parking:            728                      Parking Ratio: 5.15
Building Size:      141,444 SF(NRA)


                                                       H.J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 57


Sale #1 (Continued)
Land:Bldg Ratio:    3.9
Year Built:         1986
Condition:          Avg/Good
Building            
Description:        One story masonry construction neighborhood
                    shopping center containing two separate    
                    buildings.                                 
Anchors:            Delchamps 51,945 sq.ft., Drugs for Less
                    14,500 sq.ft.
Anchor - Sq. Ft.:   66,445               Anchor %: 46.98
Local:              Typical local, regional and national small
                    shops
Local - Sq. Ft.:    74,999               Local %: 53.02
Lease Information:  Anchors & Local: CAM, taxes and insurance.
                    Delchamps recently expanded and renovated
                    their space with an estimated expenditure
                    of 2.5 to 3 million dollars. In
                    conjunction, they signed a new 15 year
                    lease with 3, 5 year options.


ANALYSIS
(1\2\3) (*)Source                            TOTAL $ AMOUNT      $ PER SF (NRA)
                                             --------------      ---------------
(A\E\F)    Potential Gross Income:             $1,578,760             $11.16
(A\E\F)    Vac & Credit Loss:                     $94,725              $0.67
                                               ----------             ------
(A\E\F)    Effec. Gross Income:                $1,484,034             $10.49
(A\E\F)    Less Expenses:                        $376,266              $2.66
                                               ----------             ------
(A\E\F)    Net Oper. Income                    $1,107,768              $7.83
(A\E\F)    Debt Service (Yr 1):                  $933,084              $6.60
                                               ----------             ------
(A\E\F)    Cash Flow:                            $174,684              $1.24
                                                              
   =============================================================================
*  Field 1:     S = Seller            B = Buyer                    A = Appraiser
   Field 2:     A = Actual            E = Estimated
   Field 3:     P = Prior Year        F = Year Following
   =============================================================================


INDICATORS OF VALUE:         Price Per SF (NRA):           $79.18
                             PGIM:                           7.09
                             EGIM:                           7.55
                             R(o):                           9.89%
                             R(e):                           7.8%
                             Expense Ratio:                 25.35


Remarks:       PGI includes potential rent based on actual base rent plus
               expense contributions and misc. income. The actual 1994 NOI was
               $901,481 and is somewhat skewed due to vacancy of local space
               during Delchamps expansion and rent concession during this
               period. Also, leasing commissions and T.I. was deducted as
               expenses before NOI calculated.


                                                       H.J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 58

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]


Sale# 2
Address/Location:   Village At Moody
                    US Highway 411
                    Moody, AL
Grantor:            FS Partnership, Ltd.
Grantee:            Birmingham Realty
Sale Date:          02/14/1996
Sale Price:         $4,485,000
Cash Equiv Price:   $4,485,000
Equity:             $1,485,000
Debt:               $3,000,000
Terms:              $1,485,000 cash plus assumption of
                    $3,000,000 mortgage at market rates and
                    terms.
Recorded:           Book 261, Page 313; St. Clair County
Verified With:      Paul Spina, Grantor (205) 733-1131
Verified By:        David Mullins, H.J. Porter & Associates
Date Verified:      04/10/1996
Rights Conveyed:    Leased Fee
Land Size:          8.43 Acres
Access/Visibility:  Average/Average
Highest & Best Use: Neighborhood Shopping Center
Parking:            396                              Parking Ratio: 6.51
Building Size:      60,800 SF(NRA)


                                                       H.J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                59


Sale #2 (Continued)
Land:Bldg Ratio:    6.0
Year Built:         1995
Condition:          Good
Building            
Description:        In-line, one story masonry construction with
                    brick exterior on front and sides, and CCB  
                    on rear. Flat built-up roof system.         
Anchors:            Winn Dixie - 44,000 SF
Anchor - Sq. Ft.:   44,000                                    Anchor %: 72.37
Local:              J&E Ent., Head Start, Movie Gallery, Open
                    Book, Vulcan Rehab, Moody Cleaners, Vill.
                    Beverage, Merle Norman, Nail Shop
Local - Sq. Ft.:    16,800                                    Local %: 27.63
Lease Information:  Winn Dixie - $7.00 PSF, Local tenant rent
                    range $10.50 to $11.50 PSF with average of
                    $10.67 PSF. All tenants pay pro-rata share
                    of CAM, tax, and insurance.

ANALYSIS

(1|2|3) (*)Source                             TOTAL $ AMOUNT      $ PER SF (NRA)
                                              --------------      --------------
(A\E\F)    Potential Gross Income:               $533,922               $8.78
(A\E\F)    Vac & Credit Loss:                      $9,920               $0.16
                                                   ------               -----
(A\E\F)    Effec. Gross Income:                  $524,002               $8.62
(A\E\F)    Less Expenses:                         $87,532               $1.44
                                                  -------               -----
(A\E\F)    Net Oper. Income                      $436,470               $7.18
                                                                  

   =============================================================================
*  Field 1:     S = Seller            B = Buyer                    A = Appraiser
   Field 2:     A = Actual            E = Estimated
   Field 3:     P = Prior Year        F = Year Following
   =============================================================================


INDICATORS OF VALUE:         Price Per SF (NRA):         $73.77
                             PGIM:                         8.40
                             EGIM:                         8.56
                             R(o):                         9.73%
                             Expense Ratio:               16.70

Remarks:       At time of sale this center was less than one year old and did
               not have a complete year of operating history. PGI includes
               contract rent plus estimated expense contributions. Market
               vacancy estimated at 5% of local tenant rent and expense
               contributions. Expenses include 4% management fee, taxes at $.58
               PSF, insurance at $.10 PSF, CAM at $.40 PSF, and St. Maintenance
               at $.05 PSF. This center is located at the northeast corner of
               1-20 and US Highway 411 in Moody, Alabama. This area is a rapidly
               growing commercial district in the Birmingham/Atlanta interstate
               corridor.


                                                       H.J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 60

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]


Sale #3
Address/Location:   Plaza Center
                    Hughes Road at Old Madison Pike
                    Madison, Alabama
Grantor:            Plaza, Ltd.
Grantee:            Amberjack, Ltd.
Sale Date:          12/21/1994
Sale Price:         $5,850,000
Cash Equiv Price:   $5,850,000
Terms:              Cash to Seller
Recorded:           Deed Book 846, Page 1097; Madison County
Verified With:      Tommy Tillman, Broker (205) 822-7116
Verified By:        David P. Mullins, H.J. Porter & Associates
Date Verified:      01/11/1995
Rights Conveyed:    Leased Fee
Land Size:          9.08 Acres
Access/Visibility:  Good/Good
Highest & Best      Shopping Center
Use:
Building Size:      79,400 SF(NRA)
Land:Bldg Ratio:    5.0
Year Built:         1994
Condition:          Good


                                                       H.J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 61


Sale #3 (Continued)
Building
Description:        One Story masonry construction with brick
                    veneer and dryvit front.
                    Built up flat roof.
Anchors:            Kroger
Anchor - Sq. Ft.:   62,800                      Anchor %: 79.09
Local:              Sporting Edge, Cleaners, Papa John's Pizza,
                    Heavenly Hair, Baskin-Robbins, Cornerstone,
                    Movie Gallery, Hallmark
Local - Sq. Ft.:    16,600                      Local %: 20.91
Lease Information:  All tenants pay a pro-rata share of CAM,
                    Taxes, and Insurance.


ANALYSIS
(1|2|3) (*)Source                            TOTAL $ AMOUNT       $ PER SF (NRA)
                                             --------------       -------------
(S\A\P)    Potential Gross Income:               $689,320               $8.68
(S\A\P)    Vac & Credit Loss:                     $17,750               $0.22
                                                 --------               -----
(S\A\P)    Effec. Gross Income:                  $671,570               $8.46
(S\A\P)    Less Expenses:                        $111,457               $1.40
                                                 --------               -----
(S\A\P)    Net Oper. Income                      $560,113               $7.05
                                                                  

   =============================================================================
*  Field 1:     S = Seller            B = Buyer                    A = Appraiser
   Field 2:     A = Actual            E = Estimated
   Field 3:     P = Prior Year        F = Year Following
   =============================================================================


INDICATORS OF VALUE:         Price Per SF (NRA):         $73.68
                             PGIM:                         8.49
                             EGIM:                         8.71
                             R(o):                         9.57%
                             Expense Ratio:               16.60


                                                       H.J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 62

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]


Sale #4
Address/Location:   North Hixson Marketplace
                    Hixson Pike and Camp Columbus Road
                    Chattanooga, TN
Grantor:            North Hixson, L.L.C.
Grantee:            Amberjack Ltd.
Sale Date:          03/04/1996
Sale Price:         $4,760,000
Cash Equiv Price:   $4,760,000
Terms:              Cash to seller
Recorded:           ; Hamilton County
Verified With:      Dick Schmalz, with Grantor (205) 871-2617
Verified By:        David Mullins, H.J. Porter & Associates
Date Verified:      03/15/1996
Rights Conveyed:    Leased Fee
Land Size:          9.24 Acres
Access/Visibility:  Average/Average
Highest & Best Use: Neighborhood Shopping Center
Parking:            405                                 Parking Ratio: 5.88
Building Size:      63,270 SF(NRA)
Land:Bldg Ratio:    6.4
Year Built:         1995
Condition:          Good


                                                       H.J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 63


Sale #4 (Continued)
Building
Description:        One story neighborhood shopping center with
                    split face block exterior walks and synthetic
                    stucco on steel stud canopy.
Anchors:            Winn Dixie (49,600 sf GBA & 44,000 sf NRA);
                    Big B Drugs 8,470 sf
Anchor - Sq. Ft.:   52,470                                 Anchor %: 82.93
Local:              Movie Gallery, Sally's Beauty and other local tenants
Local - Sq. Ft.:    10,800                                 Local %: 17.07
Lease Information:  Anchor and Local: CAM, Taxes and Insurance


ANALYSIS
(1|2|3) *Source                              TOTAL $ AMOUNT       $ PER SF (NRA)
                                             --------------       --------------
(S\A\F)    Potential Gross Income:               $623,083               $9.85
(A\E\F)    Vac & Credit Loss:                     $13,057               $0.21
                                                 --------               -----
(A\E\F)    Effec. Gross Income:                  $610,026               $9.64
(A\E\F)    Less Expenses:                        $124,533               $1.97
                                                 --------               -----
(A\E\F)    Net Oper. Income                      $485,493               $7.67
                                                                    

   =============================================================================
*  Field 1:     S = Seller            B = Buyer                    A = Appraiser
   Field 2:     A = Actual            E = Estimated
   Field 3:     P = Prior Year        F = Year Following
   =============================================================================


INDICATORS OF VALUE:         Price Per SF (NRA):         $75.23
                             PGIM:                         7.64
                             EGIM:                         7.80
                             R(o):                        10.2%
                             Expense Ratio:               20.41%

Remarks:       At time of sale, there were two vacant local shops containing
               2,400 sq.ft. Expense contribution included in PGI and local
               vacancy. Vacancy based on 10% of local shop income plus expense
               contributions. Expenses based on 4% management, excluding expense
               contributions, $1.59 for taxes, CAM and insurance plus $.05 for
               structural reserves. The estimated expenses were consistent with
               Grantor's proforma. Average local shop space rent for leased
               space was $10.45/sf.


                                                       H.J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 64

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]


Sale #5
Address/Location:   Hillcrest Marketplace
                    Hillcrest Road @ Grelot Road
                    Mobile, Alabama
Grantor:            Hillcrest Marketplace, Ltd.
Grantee:            80% Shades Creek Partners, 20% Fairway
                    Investments, LLC
Sale Date:          06/19/1997
Sale Price:         $6490000
Cash Equiv Price:   $6,490,000
Equity:             $1,590,000
Debt:               $4,900,000                   Year 1 Debt Service: $480,911
Terms:              $1,590,000 cash and assumption of 20 year
                    mortgage at 8.375%.
Recorded:           Deed Book 4479, Page 54; Mobile County
Verified With:      Scott Holcombe, Arlington Properties
                    -Developer (205) 328-9600
Verified By:        Harris Hollans, H.J. Porter & Associates
Date Verified:      04/02/1997
Rights Conveyed:    Leased Fee Interest
Land Size:          12.49 Acres
Access/Visibility:  Good/Good
Highest & Best Use: Neighborhood Shopping Center
Parking:            359                          Parking Ratio: 4.63
Building Size:      76,365 SF(GBA)
Land:Bldg Ratio:    7.1


                                                       H.J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 65


Sale #5 (Continued)
Year Built:         1997
Condition:          New
Building            
Description:        Red brick veneer front over concrete block 
                    wall. Reinforced concrete slab. Single ply 
                    membrane roof. Raised seam metal and canvas
                    awning.                                    
Anchors:            Winn Dixie (51,282 sq.ft.), Revco (9,240
                    sq.ft.)
Anchor - Sq. Ft.:   60,522                                Anchor %: 79.25
Local:              Various regional, national, & local
Local - Sq. Ft.:    15,843                                Local %: 20.75
Lease Information:  Winn Dixie rent is $8.00 PSF & Revco rent is
                    $8.00 PSF. At sale time, no local space was
                    leased. Local rent pro-forma was $11.50 PSF.
                    Expense contribution pro-forma was $1.50 PSF.
                    Since closing, 6 shops have been leased at
                    $12.50 PSF. $12.50 PSF.

ANALYSIS

(1|2|3) *Source                              TOTAL $ AMOUNT       $ PER SF (GBA)
                                             --------------       --------------
(S\E\F)    Potential Gross Income:               $780,918              $10.23
(S\E\F)    Vac & Credit Loss:                     $15,447               $0.20
                                                 --------              ------
(S\E\F)    Effec. Gross Income:                  $765,471              $10.02
(S\E\F)    Less Expenses:                        $140,020               $1.83
                                                 --------              ------
(S\E\F)    Net Oper. Income                      $625,451               $8.19
(S\E\F)    Debt Service (Yr 1):                  $480,911               $6.30
                                                 --------              ------
(S\E\F)    Cash Flow:                            $144,540               $1.89
                                                                

   =============================================================================
*  Field 1:     S = Seller            B = Buyer                    A = Appraiser
   Field 2:     A = Actual            E = Estimated
   Field 3:     P = Prior Year        F = Year Following
   =============================================================================


INDICATORS OF VALUE:         Price Per SF (GBA):         $84.99
                             PGIM:                         8.31
                             EGIM:                         8.48
                             R(o):                         9.64%
                             R(e):                         9.09%
                             Expense Ratio:               18.29%

Remarks:       The total Gross Building Area of the shopping center was 77,557
               SF. The sale was negotiated and closed prior to completion with
               equitable remedy for completion delays after July 15, 1997. The
               Grantor guaranteed the above EGI for a period of 2 years, thereby
               assuming the risk of leasing up the remaining vacant shop space.
               The Grantor will pay Grantee the difference between rents
               received, including exp. contributions, and the above EGI. If
               gross income equals or exceeds the above EGI for 6 months,
               guarantee is terminated. There are 5 out parcels lots at this
               center which were not included in the sales. Lots have been sold
               to Wendy's, New York Bagel, and Boston Market.


                                                       H.J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 66

The sales detailed above are compared and adjusted to the subject for pertinent
items of difference as:

<TABLE>
<CAPTION>
====================================================================================================================================
                                                    MARKET SALES COMPARISON GRID
====================================================================================================================================
<S>                      <C>             <C>                 <C>                 <C>           <C>                   <C>       
Comp. Number                                         #1                 #2                  #3               #4                   #5
Grantor                                           Lorna                 FS         Plaza, Ltd.            North            Hillcrest
                                             Properties        Partnership                               Hixson          Marketplace
Grantee                       SUBJECT        Village on         Birmingham          Amberjack,        Amberjack         Confidential
                                                  Lorna             Realty                Ltd.                   
Location                 Academy Road        Lorna Road         US Hwy 411          Hughes Rd       Hixson Pike         Hillcrest Rd
                                                                                                       
                         Bessemer, AL    Birmingham, AL         Moody, AL         Madison, AL   Chattanooga, TN           Mobile, AL
- ------------------------------------------------------------------------------------------------------------------------------------
Cash Eq.Sale Price                          $11,200,000         $4,485,000          $5,850,000       $4,760,000           $6,490,000
Date of Sale                 08/04/97          05/26/95           02/14/96            12/21/94         03/04/96             09/15/97
Building Area S.F.             95,591           141,444             60,800              79,400           63,270               76,365
Unadjust. Price/SF                               $79.18             $73.77              $73.68           $75.23               $84.99
Eff.Gross Income             $869,336        $1,484,034           $524,002            $671,570         $610,026             $765,471
EGIM                             7.55              8.56               8.71                7.80                                  8.48
Net Oper. Income             $779,156        $1,107,768           $436,470            $560,113         $485,493             $625,451
Per SF                          $8.14             $7.83              $7.18               $7.05            $7.67                $8.19
- ------------------------------------------------------------------------------------------------------------------------------------
ADJUSTMENTS                                          #1                 #2                  #3               #4                   #5
                                                 Normal             Normal              Normal           Normal               Normal
Conditions of Sale                                   0%                 0%                  0%               0%                   0%
Market Conditions/Time                           10.97%              7.36%              13.11%            7.10%                0.63%
     at 5.00% /year                                                             
====================================================================================================================================
Preliminary Adj. Price                      $12,428,640         $4,815,096          $6,616,935       $5,410,465           $5,530,887
Preliminary Adj.Price/Sq.Ft.                     $87.87             $79.20              $83.34           $80.57               $85.52
====================================================================================================================================
PHYSICAL DIFFERENCES                                 #1                 #2                  #3               #4                   #5
     Net Operating Income                         3.96%             13.37%              15.46%            6.13%               -0.61%
- ------------------------------------------------------------------------------------------------------------------------------------
Subtotal-Physical                                 3.96%             13.37%              15.46%            6.13%               -0.61%
====================================================================================================================================
Final Adjusted Price                        $12,920,814         $5,458,874          $7,639,913       $5,410,465           $6,491,049
Final Adj. Price/SQ. Ft.                         $91.35             $89.78              $96.22           $85.51               $85.00
====================================================================================================================================
</TABLE>

The sales were adjusted to the subject for the following items:

CONDITION OF SALE:  No adjustment indicated.

TIME:               Considers an increase of 5% per year based on analysis of
                    the overall capitalization rates of the comparable sales and
                    range of rates from the five methods considered in the
                    Income Approach.


                                                       H.J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 67

NET OPERATING INCOME:       The comparable sales were adjusted to the subject
                            based on the difference in net operating income. The
                            physical and economic characteristics such as
                            condition, age, vacancy, size, and location are
                            reflected in a property's net operating income. As
                            indicated in the following table, there is a direct
                            relationship between the sale price per square foot
                            and net operating income per square foot.

                            ==========================
                            SP/SF               NOI/SF
                            --------------------------
                            $79.18              $7.83
                            $73.77              $7.18
                            $73.68              $7.05
                            $75.23              $7.67
                            $84.99              $8.19
                            ==========================

                            The adjustment for NOI is based on the following
                            formula: the comparable sales NOI per square foot is
                            subtracted from the subject's estimated NOI per
                            square foot and the difference is divided by the
                            subject's NOI per square foot.

The comparable sales present an adjusted range of value from $85.00 to $96.22
per square foot. The arithmetic mean price is $89.57 per sq.ft. with a standard
deviation of $4.12 per sq.ft. Based on this analysis, with consideration given
to the non-terminability of the Winn Dixie lease and the subject's cross
collateralization, the subject's value is estimated at $90.00 per square foot.

Based on these adjusted sales, the subject property is valued by direct
comparison as:


     95,591         Sq.Ft. GBA @        $90.00         =         $8,603,190
                                        Rounded                  $8,600,000


                                                       H.J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 68

The Effective Gross Rent Multipliers (EGIM) derived from the above sales are
highlighted as:


                            SALE #                  EGIM
                            ------                  ----

                               1                    7.55
                               2                    8.56
                               3                    8.71
                               4                    7.80
                               5                    8.48


The Effective Gross Income Multipliers of the five Comparable sales range from
7.55 to 8.56 with a mean EGIM of 8.22. Based on these sales, with consideration
given to declining interest rates, the subject's EGIM is estimated at the high
end of the range. The subject is valued by EGIM as:


       $869,336 EGIM           X             8.5             =       $7,389,356

                                             Rounded                 $7,390,000


The two market indicators of value are correlated with greater weight given to
adjusted sale price per square foot for a value by market of $8,300,000. The
indicated value by EGIM is skewed because the multipliers do not reflect
decreasing cap rates.


                                                       H.J. Porter & Associates
<PAGE>

RECONCILIATlON AND FINAL VALUE ESTIMATE                                       69

Cost Approach.........................................................$8,400,000

This approach is felt to be reliable, being based on a respected national cost
service's figures as well as actual cost of other centers. The land value is
based on recent commercial land sales from the subject's market area and is felt
to be well supported. This approach is given secondary consideration to the
Income Approach.

Income Approach.......................................................$8,650,000

This approach is felt to be most indicative of the subject's value. It best
reflects current and projected market conditions as they relate to the subject
and mirrors the actions of investors in today's market. Overall, this approach
is afforded greatest consideration.

Market Approach.......................................................$8,300,000

This approach is based on recent sale of other neighborhood shopping centers and
is reliant upon the direct sales Comparison on a price per square foot basis.
The estimated value by EGIM is somewhat skewed because the Effective Gross
Income Multipliers of the comparable sales do not reflect the downward trend in
overall capitalization rates. This approach is afforded less consideration than
the Income Approach.

Based on the value indications summarized above, I am of the opinion that the
subject's leased fee interest has a market value, as of August 4, 1997, of:

                   EIGHT MILLION SIX HUNDRED THOUSAND DOLLARS
                   ------------------------------------------
                                  ($8,600,000)


Divided As:    Improvements        $7,180,000
               Land                $1,420,000
                                   ----------
               Total               $8,600,000


                                                       H.J. Porter & Associates
<PAGE>

                                                                              70

                                  CERTIFICATION

I certify that, to the best of our knowledge and belief,...

1.   The statements of fact contained in this report are true and correct.

2.   The reported analyses, opinions, and conclusions are limited only by the
     reported assumptions and limiting conditions, and are my personal, unbiased
     professional analyses, opinions and conclusions.

3.   I have no present or prospective interest in the property that is the
     subject of this report, and I have no personal interest or bias with
     respect to the parties involved.

4.   My compensation is not contingent on an action or event resulting from the
     analyses, opinions, or conclusions in, or the use of, this report. My
     compensation is not contingent upon the reporting of a predetermined value
     or direction in value that favors the cause of the client, the amount of
     the value estimate, the attainment of stipulated result, or the occurrence
     of a subsequent event.

5.   My analyses, opinions, and conclusions were developed, and this report has
     been prepared, in conformity with the requirements of the Code of
     Professional Ethics and the Standards of Professional Practice of the
     Appraisal Institute, and the Uniform Standards of Professional Appraisal
     Practice as promulgated by the Appraisal Standards Board of the Appraisal
     Foundation.

6.   The use of this report is subject to the requirements of the Appraisal
     Institute and the Alabama Real Estate Appraisers Board relating to review
     by its duly authorized representatives.

7.   This assignment was made subject to regulations of the State of Alabama
     Real Estate Appraisers Board. The undersigned State Certified General Real
     Property Appraiser has met the requirements of the board that allow this
     report to be regarded as a "certified appraisal."

8.   I am currently certified under the continuing education program of the
     Appraisal Institute.

9.   I have made a personal inspection of the property that is the subject of
     this report.

10.  No one provided significant professional assistance to the person signing
     this report.


                                                       H.J. Porter & Associates
<PAGE>

                           CERTIFICATION - (CONTINUED)

11.  This appraisal assignment was not based on a requested minimum valuation, a
     specific valuation, or the approval of a loan.

12.  Base upon the foregoing investigation and analysis of the subject property
     and its economic environment, I am of the opinion that, the subject
     property has a value as of August 4, 1997, of:

                   EIGHT MILLION SIX HUNDRED THOUSAND DOLLARS
                   ------------------------------------------
                                  ($8,600,000)




- -------------------------------------------            ------------------------
DAVID P. MULLINS, MAI                                  DATE
Certified General Real Property Appraiser
Alabama Certificate No. G8


                                                       H.J. Porter & Associates
<PAGE>

ADDENDUM

     EXHIBITS
     --------
     Location Map..................................................Facing Page 3
     Survey........................................................Facing Page 4
     State Map.....................................................Facing Page 8
     Site Plan....................................................Facing Page 21
     Subject Photographs..........................................Facing Page 22
     Land Sales Map...............................................Facing Page 28
     Rental Location Map..........................................Facing Page 37
     Improved Sales MapFacing Page 55            


     REAR EXHIBITS
     -------------
     Engagement Letter
     Lease Synopses
     Assumptions and Limiting Conditions
     Appraiser's Qualifications
     Appraiser's Certificate


                                                       H.J. Porter & Associates
<PAGE>

                      [H.J. PORTER ASSOCIATES - LETTERHEAD]

                                  July 31, 1997

Mr. Anthony Rokovich
Merrill Lynch
World Finacial Center - North Tower
New York, NY 10281

                                        Re:  Agreement for Appraisal Services

Dear Mr. Rokovich:

Please allow this to serve as our proposal and agreement for appraisal services
on the properties described below.

Property To Be Appraised

The real estate to be appraised is briefly described as:


59 West Shopping Center                      29 North Shopping Center
700 Academy Drive                            1550 South U.S. Highway 29
Bessemer, AL                                 Cantonment, FL

Clanton Marketplace                          Nine Mile Plaza Shopping Center
Highway 31 & Ollie Avenue                    312 East Nine Mile Road
Clanton, AL                                  Pensacola, FL

Belts Crossing Shopping Center               Parker Shopping Center
1441 Fox Run Parkway                         208 South Tyndal Parkway
Opelika, AL                                  Parker, FL

Opp Marketplace                              The "T" Shopping Center
507 E. Cummings Road                         17184 Front Beach Road
Opp, AL                                      Panama City Beach, FL

Greenbrier Station Shopping Center           Mandeville Marketplace
1408 Golden Springs Road                     619 N. Causeway Blvd.
Anniston, AL                                 Mandeville, LA

Russell Crossing Shopping Center
U.S. Highway 280 and Stadium Drive
Phenix City, AL


      123 N. College St., Ste. 100 o P.O. Box 28 o Auburn, Alabama 36830 o
                        (334)826-8682 o Fax (334)826-3827
 14 Office Park Circle, Suite 230 o Birmingham, Alabama 35223 o (205)871-3600 o
                                Fax (205)879-3762
418 Scott Street o Montgomery, Alabama 36104 o (334)262-8331 o Fax (334)262-8325

                  Real Estate Research, Appraisal & Counseling
<PAGE>

Mr. Rokovich
July 31, 1997
page 2

Purpose Of The Appraisal

These appraisals will be made to determine the market value of the leased fee
interest of the subject real estate. The term "market value" is as defined in
the Uniform Standards of Professional Appraisal Practice as promulgated by the
Appraisal Standards Board of the Appraisal Foundation.


Function Of The Appraisal

It is understood that these appraisals have been requested to function as an
underwriting guide for mortgage loan purposes and for use in the securitization
of the mortgage. Accordingly, these appraisals may be provided by Merrill Lynch
to potential investors in a securitization or other sale of the mortgage
loan(s).


Scope Of The Appraisal

The scope of this assignment shall include, but not be limited to:

1)   Personal contact with the owner or his representative to arrange an on-site
     inspection.

2)   On-site inspection of the site and improvements.

3)   Review of public records pertaining to the subject.

4)   Research into public records and interviews with Realtors(R), management
     agents, owners, developers, and other appraisers as deemed pertinent, to
     locate comparable data.

5)   Analysis of comparable data and completion of the Cost, Market, and Income
     Approaches to value as may be deemed applicable.


Report and Delivery

The appraisals will be complete analyses communicated in self-contained
narrative reports with all supporting information and exhibits included.

The appraisals will be made in conformance with the Standards of Professional
Practice and Code of Ethics of the Appraisal Institute. As such, the reports
shall be subject to their review. The appraisals shall also conform to the
Uniform Standards of Professional Appraisal Practice as set by the Appraisal
Standards Board of the Appraisal Foundation.

The date of appraisals shall be made effective as of the dates of inspection.
The reports will be addressed to Mr. Anthony-Rokovich, Merrill Lynch.
Additionally, the properties will be valued as of the estimated dates of
completion of improvements and as of the estimated date of stabilized occupancy,
as may be applicable.

Three (3) copies of the completed reports will be delivered within four weeks of
receipt of your authorization to proceed and the required information noted
below.

Fee

Our fee for this assignment shall be Forty Six Thousand Dollars ($46,000.00) due
and payable on delivery of the completed reports. Any amount past due over sixty
(60) days shall be subject to a late charge of 1-1/2% per month.


                            [H.J. PORTER ASSOCIATES]
<PAGE>

Mr. Rokovich
July 31, 1997
page 3

The fee charged is for the appraisal reports requested. Should revisions be
requested due to a change in basic requirements by the client, an additional fee
will be charged. Consultations and, if requested in advance, court testimony,
stand by, depositions or pre-trial conferences will be charged at a per diem
rate of One Thousand Dollars ($1,000.00). Should additional copies of the report
be required, they will be made available on reasonable notice at a charge of One
Hundred Dollars ($100.00) per copy.

Client Relationship

It is understood that Merrill Lynch is considered to be the Client of H. J.
Porter & Associates. Accordingly, it shall be responsible for payment of all
fees due hereunder. Unless authorized in writing, the personnel of H. J. Porter
& Associates are not authorized to, nor will they divulge or discuss any of the
findings or conclusions of the appraisal with anyone other than the client.

Information Required

In order to undertake this assignment we will need the following items for each
property to begin work. It is my understanding that the borrower, Newton,
Oldacre, McDonald will provide this information.

o    Legal name and address of owner
o    Copy of all current leases on the subject property.
o    Transaction data on any sales of the subject (or a portion thereof) during
     the past five (5) years.
o    Ad Valorem tax information.
o    Insurance information including limits of coverage, carrier, annual
     premium, and agent.
o    Current year to date and prior three years income and expense history.
o    Survey and legal description of property to be appraised.
o    Plot plan.
o    Results of any environmental site assessments or testing for hazardous
     materials.

Upon receipt of the information noted above and an executed copy of the
agreement, we will begin work on this assignment. This proposal shall remain
open for a period of one week from the above date. If not executed by that date
the delivery time and fee quoted are subject to change.

Your choice of us for this assignment is appreciated.

                                             Yours very truly,


                                             /s/ David P. Mullins

                                             David P. Mullins, MAI
                                             H. J. Porter & Associates


The above terms and conditions are acceptable and you are authorized to proceed
as of this ___ day of ___________, 1997. It is understood that the fee agreed
upon is due and payable on delivery of the report and by executing this
agreement agree to responsibility for this fee.

                                             Client:

                                             By: /s/ [ILLEGIBLE]
                                                 ------------------------------
                                             Its: Director


DPM/jmh


                                     [LOGO]
                            [H.J. PORTER ASSOCIATES]
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                            Winn-Dixie Montgomery, Inc.

Area:                              44,000 Sq. Ft. Building on 6.119 acres

Term:                              20 years

Renewal Options:                   6 option for 5 years each at same rent
                                   and terms

Minimum Rental:                    $305,800/year, or $6.95/sf

Percentage Rent:                   1% over natural breakpoint

Expenses:                          Winn-Dixie will be responsible for
                                   building and grounds maintenance, ad
                                   valorem taxes, and property insurance on
                                   their delineated area. This is a triple
                                   net lease wherein the tenant is
                                   responsible for a expenses associated
                                   with the operation of the property.

Repairs by Landlord:               None

Repairs by Tenant:                 All

Parking:                           6 spaces per 1,000 sf of leasable area
                                   with cross parking easements with the
                                   remainder of the shopping center.

Subletting:                        Tenant has right to use, vacate,
                                   assigned, sublet in whole or part for
                                   retail food store or any other lawful
                                   use.

Subordination:                     Yes

Non-Terminability:                 This lease shall not terminate and the
                                   Tenant shall not have any right to
                                   terminate this lease during the Term.
                                   Basic rent and all other sums payable by
                                   Tenant shall be paid without notice or
                                   demand, and without setoff, counterclaim,
                                   recoupment, abatement, suspension,
                                   deferment, diminution, deduction, or
                                   defence.

                                   It is the intention of this lease
                                   that the obligations of the Tenant
                                   shall be separate and independent
                                   covenants and agreements, and that
                                   Basic Rent and all other sums
                                   payable by Tenant shall continue to
                                   be payable in all events, and that
                                   the obligations of Tenant shall
                                   continue unaffected.


                                                        H.J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                            Big B, Inc., d/b/a Drugs For Less

Area:                              18,000 Sq. Ft.

Term:                              15 years

Renewal Options:                   3 option for 5 years each

Minimum Rental:                    Year 1:           $126,000/year, or $7.00/sf
                                   Year 2:           $130,500/year, or $7.25/sf
                                   Years 3 - 13:     $135,000/year, or $7.50/sf
                                   Options:          $135,000/year, or $7.50/sf

Percentage Rent:                   1.25% over natural breakpoint

Expense Contributions:

         C.A.M.                    Pro-rata share

         Tax                       Pro-rata share

         Insurance                 Pro-rata share

         Structural Res.           None

         Management Fee            None

Utilities Paid By:                 Tenant

Repairs by Landlord:               Roof, foundation, and structural portions of
                                   the building including exterior walls

Repairs by Tenant:                 All interior components and mechanical
                                   equipment plus exterior doors and plate
                                   glass.

Parking:                           5 spaces per 1,000 sf of leasable area

Subletting:                        Yes, with Lessor's written permission

Subordination:                     Yes


                                                        H.J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                            Alfa Mutual Insurance Company

Area:                              1,600 Sq. Ft.

Term:                              5 years, 3 months

Renewal Options:                   1 option for 5 years

Minimum Rental:                    Years 1 - 3:      $19,200/year, or $12.00/sf
                                   Years 4 - 5:      $20,808/year, or $13.00/sf
                                   Option per.:      $21,600/year, or $13.50/sf

Percentage Rent:                   None

Expense Contributions:

         C.A.M.                    Pro-rata share plus 10% administrative cost

         Tax                       Pro-rata share

         Insurance                 Pro-rata share

         Other

Utilities Paid By:                 Tenant

Repairs by Landlord:               Roof and exterior structural portions of the
                                   building

Repairs by Tenant:                 All interior components and mechanical
                                   equipment plus exterior doors and plate
                                   glass. Tenant must maintain HVAC service
                                   contract.

Parking:                           None specified

Subletting:                        Yes, with Lessor's written permission

Subordination:                     Yes


                                                        H.J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                            American General Finance, Inc.

Area:                              2,100 Sq. Ft.

Term:                              3 years

Renewal Options:                   2 options for 3 years each

Minimum Rental:                    Years 1 - 3:      $26,250/year, or $12.50/sf
                                   Option 1:         $27,300/year, or $13.00/sf
                                   Option 2:         $28,350/year, or $13.50/sf

Percentage Rent:                   None

Expense Contributions:

         C.A.M.                    Pro-rata share plus 15% administrative cost

         Tax                       Pro-rata share

         Insurance                 Pro-rata share

         Structural Res.           Tenant pays $.05/sf for structural reserves

Utilities Paid By:                 Tenant

Repairs by Landlord:               Roof and exterior structural portions of the
                                   building

Repairs by Tenant:                 All interior components and mechanical
                                   equipment plus exterior doors and plate
                                   glass. Tenant must maintain HVAC service
                                   contract.

Parking:                           None specified

Subletting:                        Yes, with Lessor's written permission

Subordination:                     Yes


                                                        H.J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                            Sally Beauty Company, Inc.

Area:                              1,800 Sq. Ft.

Term:                              5 years

Renewal Options:                   1 option for 5 years

Minimum Rental:                    Years 1 - 5:      $21,600/year, or $12.00/sf
                                   Option 1:         $23,760/year, or $13.20/sf

Percentage Rent:                   None

Expense Contributions:

         C.A.M.                    Pro-rata share plus 15% administrative cost

         Tax                       Pro-rata share

         Insurance                 Pro-rata share

         Structural Res.           None

Utilities Paid By:                 Tenant

Repairs by Landlord:               Roof and exterior structural portions of the
                                   building including foundation and bearing
                                   walls

Repairs by Tenant:                 All interior components and mechanical
                                   equipment plus exterior doors and plate
                                   glass. Tenant must maintain HVAC service
                                   contract.

Parking:                           None specified

Subletting:                        Yes, with Lessor's written permission

Subordination:                     Yes

Remarks:                           Has exclusive right to sell beauty supplies
                                   except as permitted in Winn-Dixie and Big B
                                   Drugs


                                                        H.J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                            Dong Vo d/b/a Natural Nails

Area:                              1,200 Sq. Ft.

Term:                              2 years

Renewal Options:                   1 option for 3 years

Minimum Rental:                    Years 1 - 2:      $15,600/year, or $13.00/sf
                                   Option 1:         $16,200/year, or $13.50/sf

Percentage Rent:                   None

Expense Contributions:

         C.A.M.                    Pro-rata share plus 15% administrative cost

         Tax                       Pro-rata share

         Insurance                 Pro-rata share

         Structural Res.           $.05/sf

Utilities Paid By:                 Tenant

Repairs by Landlord:               Roof and exterior structural portions of the
                                   building

Repairs by Tenant:                 All interior components and mechanical
                                   equipment plus exterior doors and plate
                                   glass. Tenant must maintain HVAC service
                                   contract.

Parking:                           None specified

Subletting:                        Yes, with Lessor's written permission

Subordination:                     Yes


                                                        H.J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                            Advanced Sleep Concepts, Inc. d/b/a Mattress
Max

Area:                              4,230 Sq. Ft.

Term:                              5 years

Renewal Options:                   1 option for 3 years

Minimum Rental:                    Years 1 - 5:      $50,760/year, or $12.00/sf
                                   Option 1:         $57,105/year, or $13.50/sf

Percentage Rent:                   None

Expense Contributions:

         C.A.M.                    Pro-rata share plus 15% administrative cost

         Tax                       Pro-rata share

         Insurance                 Pro-rata share

         Structural Res.           $.05/sf

Utilities Paid By:                 Tenant

Repairs by Landlord:               Roof and exterior structural portions of the
building

Repairs by Tenant:                 All interior components and mechanical
                                   equipment plus exterior doors and plate
                                   glass. Tenant must maintain HVAC service
                                   contract.

Parking:                           None specified

Subletting:                        Yes, with Lessor's written permission

Subordination:                     Yes


                                                        H.J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                            Head Start

Area:                              1,200 Sq. Ft.

Term:                              5 years

Renewal Options:                   2 option for 5 years each

Minimum Rental:                    Years 1 - 5:      $15,600/year, or $13.00/sf
                                   Option 1:         $16,200/year, or $13.50/sf
                                   Option 2:         $16,800/year, or $14.00/sf

Percentage Rent:                   None

Expense Contributions:

         C.A.M.                    Pro-rata share

         Tax                       Pro-rata share

         Insurance                 Pro-rata share

         Structural Res.           $.05/sf

         Management Fee            5% of base rent

Utilities Paid By:                 Tenant

Repairs by Landlord:               Roof and exterior structural portions of the
                                   building

Repairs by Tenant:                 All interior components and mechanical
                                   equipment plus exterior doors and plate
                                   glass. Tenant must maintain HVAC service
                                   contract.

Parking:                           None specified

Subletting:                        Yes, with Lessor's written permission

Subordination:                     Yes


                                                        H.J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                            Little Caesar Enterprises, Inc.

Area:                              1,600 Sq. Ft.

Term:                              5 years

Renewal Options:                   2 option for 5 years each

Minimum Rental:                    Years 1 - 5:      $20,800/year, or $13.00/sf
                                   Option 1:         $22,400/year, or $14.00/sf
                                   Option 2:         $23,200/year, or $14.50/sf

Percentage Rent:                   None

Expense Contributions:

         C.A.M.                    Pro-rata share plus 15% administrative cost

         Tax                       Pro-rata share

         Insurance                 Pro-rata share

         Structural Res.           None

         Management Fee            None

Utilities Paid By:                 Tenant

Repairs by Landlord:               Roof and exterior structural portions of the
                                   building including exterior walls and plate
                                   glass

Repairs by Tenant:                 All interior components and mechanical
                                   equipment plus exterior doors

Parking:                           None specified

Subletting:                        Yes, with Lessor's written permission

Subordination:                     Yes

Remarks:                           Exclusive right to sell pizza, pasta
                                   items or other Italian-related foods.
                                   Has option to terminate lease if anchor
                                   vacates. If occupancy falls below 75%
                                   rental rate reduced by number of
                                   percentage points below 75%.


                                                        H.J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                            Dollar Tree Stores, Inc.

Area:                              4,400 Sq. Ft.

Term:                              4 years

Renewal Options:                   2 option for 4 years each

Minimum Rental:                    Years 1 - 4:      $50,600/year, or $11.50/sf
                                   Option 1:         $52,800/year, or $12.00/sf
                                   Option 2:         $55,000/year, or $12.50/sf

Percentage Rent:                   None

Expense Contributions:

         C.A.M.                    Pro-rata share, capped at 15% increase per
                                   year, plus 15% administrative fee

         Tax                       Pro-rata share

         Insurance                 Pro-rata share

         Structural Res.           None

         Management Fee            None

Utilities Paid By:                 Tenant

Repairs by Landlord:               Roof, foundation, and structural portions of
                                   the building including exterior walls and
                                   plate glass

Repairs by Tenant:                 All interior components and mechanical
                                   equipment plus exterior doors and plate
                                   glass. Tenant must maintain HVAC service
                                   contract.

Parking:                           None specified

Subletting:                        Yes, with Lessor's written permission

Subordination:                     Yes

Remarks:                           If Winn-Dixie vacates and space remains
                                   vacate for more than 90 days minimum rent
                                   and expense contributions shall abate and
                                   tenant will pay 5% of gross sales not to
                                   exceed minimum base rent. If anchor space
                                   remains vacate for 9 months, tenant has
                                   right to cancel lease.


                                                        H.J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                            The Cato Corporation

Area:                              4,770 Sq. Ft.

Term:                              5 years, 9 months

Renewal Options:                   3 option for 5 years each

Minimum Rental:                    Years 1 - 5:      $45,615/year, or $9.50/sf
                                   Option 1:         $47,700/year, or $10.00/sf
                                   Option 2:         $50,085/year, or $10.50/sf
                                   Option 3:         $52,470/year, or $11.00/sf

Percentage Rent:                   2% over natural breakpoint

Expense Contributions:

         C.A.M.                    Pro-rata share, capped at 5% increase per
                                   year

         Tax                       Pro-rata share

         Insurance                 Pro-rata share capped at 5% increase per year

         Structural Res.           None

         Management Fee            None

Utilities Paid By:                 Tenant

Repairs by Landlord:               Roof, foundation, and structural portions of
                                   the building including exterior walls and
                                   plate glass

Repairs by Tenant:                 All interior components and mechanical
                                   equipment plus exterior doors and plate
                                   glass.

Parking:                           4 spaces per 1,000 sf of leasable area

Subletting:                        Yes, with Lessor's written permission

Subordination:                     Yes

Remarks:                           Tenant has right to expand store 20' x 53', 
                                   and right of first refusal to expand to
                                   adjacent space under same lease terms. Right
                                   to terminate if both anchor tenant vacate
                                   and remain vacant for 6 months or more. If
                                   occupancy fall below 75%, tenant has right
                                   to rent reduction.


                                                        H.J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                            Coin Castle

Area:                              1,600 Sq. Ft.

Term:                              5 years

Renewal Options:                   Unknown

Minimum Rental:                    $17,600/year, or $11.00/sf

Percentage Rent:                   None

Expense Contributions:

         C.A.M.                    Pro-rata share, capped at 5% increase per
                                   year

         Tax                       Pro-rata share

         Insurance                 Pro-rata capped at 5% increase per year

         Structural Res.           $.05 per square foot

         Management Fee            None

Utilities Paid By:                 Tenant

Repairs by Landlord:               Roof, foundation, and structural portions of
                                   the building including exterior walls and
                                   plate glass

Repairs by Tenant:                 All interior components and mechanical
                                   equipment plus exterior doors and plate
                                   glass.

Parking:                           Non specified

Subletting:                        Yes, with Lessor's written permission

Subordination:                     Yes

Remarks:                           The above information was provided by
                                   telephone due to the signed leased not
                                   available.


                                                        H.J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                            Rent-A-Center

Area:                              3,400 Sq. Ft.

Term:                              5 years

Renewal Options:                   2 options, 3 years each at $12.50 PSF and
                                   $13.00 PSF respectfully

Minimum Rental:                    $12.00 per Sq. Ft.

Percentage Rent:                   None

Expense Contributions:

         C.A.M.                    Tenant pays pro-rata share with no admin fee.

         Tax                       Tenant pays pro-rata share

         Insurance                 None

Utilities Paid By:                 Tenant pays all utilities

Repairs by Landlord:               Structural components and all exterior
                                   maintenance including roof,
                                   gutters/downspouts, exterior walls, and
                                   canopy.

Repairs by Tenant:                 All interior components including glass and
                                   mechanical systems. Tenant will maintain a
                                   service contract for HVAC.

Parking:                           None specified.

Subletting:                        Yes, with Landlord permission.

Subordination:                     Yes

Remarks:


                                                        H.J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                            Physical Therapy South, PC

Area:                              1,800 Sq. Ft.

Term:                              3 years

Renewal Options:                   1 option for 3 years at $13.00 PSF

Minimum Rental:                    $12.00 per Sq. Ft.

Percentage Rent:                   None

Expense Contributions:

         C.A.M.                    Tenant pays pro-rata share, including a
                                   15% admin. fee.

         Tax                       Tenant pays pro-rata share

         Insurance                 Tenant pays pro-rata share

         Utilities Paid By:        Tenant pays all utilities

Repairs by Landlord:               Structural components and all exterior
                                   maintenance including roof,
                                   gutters/downspouts, exterior walls, and
                                   canopy.

Repairs by Tenant:                 All interior components including glass
                                   and mechanical systems. Tenant will
                                   maintain a service contract for HVAC.

Parking:                           None specified.

Subletting:                        Yes, with Landlord permission.

Subordination:                     Yes

Remarks:                           Lessor agrees to pay $1,000 allowance in
                                   lieu of constructing a rear shop wall.


                                                        H.J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                            Norwest Financial Alabama, Inc.

Area:                              2,691 Sq. Ft.

Term:                              5 years

Renewal Options:                   1 option for 5 years at $13.00 PSF in
                                   years 1 - 3, and $14.50 PSF in years 4
                                   and 5.

Minimum Rental:                    $11.15 PSF in years 1 - 3, and $12.26 PSF
                                   in years 4 and 5.

Percentage Rent:                   None

Expense Contributions:

         C.A.M.                    Tenant pays pro-rata share, including a
                                   15% admin. fee.

         Tax                       Tenant pays pro-rata share

         Insurance                 Tenant pays pro-rata share

Utilities Paid By:                 Tenant pays all utilities

Repairs by Landlord:               Structural components and all exterior
                                   maintenance including roof,
                                   gutters/downspouts, exterior walls, and
                                   canopy.

Repairs by Tenant:                 All interior components including glass
                                   and mechanical systems. Tenant will
                                   maintain a service contract for HVAC.

Parking:                           None specified.

Subletting:                        Yes, with Landlord permission.

Subordination:                     Yes

Remarks:


                                                        H.J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                            Mail Boxes, Etc.

Area:                              1,200 Sq. Ft.

Term:                              4 years

Renewal Options:                   1 option for 6 years at $14.50 PSF in
                                   years 1,2, & 3, $15.50 PSF in years 4 and
                                   4, and $16.50 PSF in year 6.

Minimum Rental:                    $13.00 PSF

Percentage Rent:                   None

Expense Contributions:

         C.A.M.                    Tenant pays pro-rata share, including a
                                   15% admin. fee.

         Tax                       Tenant pays pro-rata share

         Insurance                 Tenant pays pro-rata share

Utilities Paid By:                 Tenant pays all utilities

Repairs by Landlord:               Structural components and all exterior
                                   maintenance including roof,
                                   gutters/downspouts, exterior walls, and
                                   canopy.

Repairs by Tenant:                 All interior components including glass
                                   and mechanical systems. Tenant will
                                   maintain a service contract for HVAC.

Parking:                           None specified.

Subletting:                        Yes, with Landlord permission.

Subordination:                     Yes

Remarks:                           Lessor to provide a $2.00 PSF build-out
                                   allowance. This is a Letter of Intent
                                   only. The proposed lease is to commence
                                   September 1, 1997.


                                                        H.J. Porter & Associates
<PAGE>

ASSUMPTIONS AND LIMITING CONDITIONS

1.   COPIES, PUBLICATION, DISTRIBUTION, USE OF REPORT:

     Possession of this report or any copy thereof does not carry with the right
     of publication, nor may it be used for other than its intended use. The
     report may not be used for any purpose by any person or corporation other
     than the client or the party to whom it is addressed or copied without the
     written consent of the appraiser, and then only in its entirety.

     Neither all nor any part of the contents of this report shall be conveyed
     to the public through advertising, public relations efforts, news, sales,
     or other media, without the written consent and approval of the appraiser,
     nor may any reference be made in such a public communication to the
     Appraisal Institute or the MAI designation.

2.   CONFIDENTIALITY:

     The appraiser may not divulge the material (evaluation) contents of the
     report, analytical findings or conclusions, or give a copy of the report to
     anyone other than the client or his designee as specified in writing except
     as may be required by the Appraisal Institute as they may request in
     confidence for ethics enforcement, or by a court of law or body with the
     power of subpoena.

     This appraisal is to be used only in its entirety and no part is to be used
     without the whole report. All conclusions and opinion concerning the
     analysis are set forth in the report and were prepared by the Appraiser
     whose signature appears on the appraisal report, unless indicated as
     "Review Appraiser." No change of any item in the report shall be made by
     anyone other than the Appraiser and/or officer of the firm. The Appraiser
     and firm shall have no responsibility if any such unauthorized change is
     made.

3.   INFORMATION USED:

     No responsibility is assumed for accuracy of information furnished by or
     from others, the client, his designee, or public records. We are not liable
     for such information or the work of possible subcontractors. The comparable
     data relied upon in this report has been confirmed with one or more parties
     familiar with the transaction or from affidavit; all are considered
     appropriate for inclusion to the best of our factual judgement and
     knowledge.


                                                        H.J. Porter & Associates
<PAGE>

ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

4.   TESTIMONY, CONSULTATION, COMPLETION OF CONTRACT FOR APPRAISAL SERVICES:

     The contract for appraisal, consultation or analytical service, are
     fulfilled and the total fee payable upon completion of the report. The
     appraiser or those assisting in the preparation of the report will not be
     asked or required to give testimony in court or hearing because of having
     made the appraisal, in full or in part, nor engage in post appraisal
     consultation with client or third parties except under separate and special
     arrangement and at additional fee.

5.   EXHIBITS:

     The sketches and maps in this report are included to assist the reader in
     visualizing the property and are not necessarily to scale. Various photos,
     if any, are included for the same purpose and are not intended to represent
     the property in other than actual status, as of the date of the photos.
     Site plans are not surveys unless shown from separate surveyor.

6.   LEGAL, ENGINEERING, FINANCIAL, STRUCTURAL, OR MECHANICAL NATURE HIDDEN
     COMPONENTS, SOIL:

     No responsibility is assumed for matters legal in character or nature, nor
     matters of survey, nor of any architectural, structural, mechanical, or
     engineering nature. No opinion is rendered as to the title, which is
     presumed to be good and merchantable. The property is appraised as if free
     and clear, unless otherwise stated in particular parts of the report.

     The legal description is assumed to be correct as used in this report as
     furnished by the client, his designee, or as derived by the appraiser.

     The appraiser has inspected as far as possible, by observation, the land
     and the improvements thereon; however it was not possible to personally
     observe conditions beneath the soil or hidden structural, or other
     components. We have not critically inspected mechanical components within
     the improvements and no representations are made herein as to these matters
     unless specifically stated and considered in the report. The value estimate
     considers there being no such conditions that would cause a loss of value.
     The land or the soil of the area being appraised appears firm, however
     subsidence in the area is unknown. The appraiser does not warrant against
     this condition or occurrence of problems arising from soil conditions.

     The appraisal is based on there being no hidden, unapparent, or apparent
     conditions of the property site, subsoil, or responsibility is assumed for
     any such conditions or for any expertise or engineering to discover them.
     All mechanical components are


                                                        H.J. Porter & Associates
<PAGE>

ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

     assumed to be in operable condition and status standard for properties of
     the subject type. Conditions of heating, cooling, ventilating, electrical
     and plumbing equipment is considered to be commensurate with the condition
     of the balance of the improvements unless otherwise stated. No judgement is
     made as to adequacy of insulation, type of insulation, or energy efficiency
     of the improvements or equipment.

7.   RELATING TO THE AMERICAN WITH DISABILITIES ACT:

     The Americans with Disabilities Act ("ADA") became effective January 26,
     1992. The appraisers have not made a specific compliance survey and
     analysis of this property to determine whether or not it is in conformity
     with the various detailed requirements of the ADA. It is possible that a
     compliance survey of the property together with a detailed analysis of the
     requirements of the ADA could reveal that the property is not in compliance
     with one or more of the requirements of the Act. If so, this fact could
     have a negative effect upon the value of the property. Since there is no
     direct evidence relating to this issue, possible non-compliance with the
     requirements of ADA in estimating the value of the property has not been
     considered.

8.   LEGALITY OF USE:

     The appraisal is based on the premise that, there is full compliance with
     all applicable federal, state and local environmental regulations and laws
     unless otherwise stated in the report; further that all applicable zoning,
     building, and use regulations and restrictions of all types have been
     complied with unless otherwise stated in the report; further that all
     applicable zoning, building, and use regulations and restrictions of all
     types have been complied with unless otherwise stated in the report;
     further, it is assumed that all required licenses, consents, permits, or
     other legislative or administrative authority, local, state, federal and/or
     private entity or organization have been or can be obtained or renewed for
     any use considered in the value estimate.

9.   COMPONENT VALUES:

     The distribution of the total valuation in this report between land and
     improvements applies only under the existing program of utilization. The
     separate valuations for land and building must not be used in conjunction
     with any other appraisal and are invalid if so used.


                                                        H.J. Porter & Associates
<PAGE>

ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

10.  AUXILIARY AND RELATED STUDIES:

     No environmental or impact studies, special market study or analysis,
     highest and best use analysis study or feasibility study has been requested
     or made unless otherwise specified in an agreement for services or in the
     report. The appraiser reserves the unlimited right to alter, amend, revise
     or rescind any of the statements, findings, opinions, values, estimates, or
     conclusions upon any subsequent study or analysis or previous study or
     analysis subsequently becoming known to him.

11.  DOLLAR VALUES, PURCHASING POWER:

     The market value estimated, and the costs used, are as of the date of the
     estimate of value. All dollar amounts are based on the purchasing power and
     price of the dollar as of the date of the value estimate.

12.  INCLUSIONS:

     Furnishings and equipment of business operations except as specifically
     indicated and typically considered as a part of real estate, have been
     disregarded with only the real estate being considered in the value
     estimate unless otherwise stated.

13.  PROPOSED IMPROVEMENTS, CONDITIONED VALUE:

     Improvements proposed, if any, on or off-site, as well as any repairs
     required are considered, for purpose of this appraisal to be completed in
     good and workmanlike manner according to information submitted and/or
     considered by the appraiser. In cases of proposed construction, the
     appraisal is subject to change upon inspection of property after
     construction is completed. This estimate of market value is as of the date
     shown, as proposed, as if completed and operating at levels shown and
     projected.

14.  VALUE CHANGE, DYNAMIC MARKET, INFLUENCES:

     The estimated market value is subject to change with market changes over
     time; value is highly related to exposure, time, promotional effort, terms
     motivation, and conditions surrounding the offering. The value estimate
     considers the productivity and relative attractiveness of the property
     physically and economically in the marketplace. The "Estimate of Market
     Value" in the appraisal report is not based in whole or in part upon the
     race, color or national origin of the present owners or occupants of the
     properties in the vicinity of the property appraised.

     In cases of appraisals involving the capitalization of income benefits, the
     estimate of market value is a reflection of such benefits and appraiser's
     interpretation of income and yields and other factors derived from general
     and specific market information.

                                                        H.J. Porter & Associates
<PAGE>

ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

     Such estimates are as of the date of the estimate of value; they are thus
     subject to change if the market is naturally dynamic.

15.  MANAGEMENT OF THE PROPERTY:

     It is assumed that the property which is the subject of this report will be
     under prudent and competent ownership and management; neither inefficient
     nor super efficient.

16.  CONTINUING EDUCATION CURRENT:

     The Appraisal Institute conducts a voluntary program of continuing
     education for its designated members. MAIs and RMs who meet the minimum of
     this program are awarded periodic certification. I am currently certified
     under the Appraisal Institute Voluntary Continuing Education Program.

17.  FEE:

     The fee for this appraisal or study is for the service rendered and not for
     the time spent on the physical report.

18.  AUTHENTIC COPIES:

     The authentic copies of this report are signed in blue ink. Any copy that
     does not have an original signature is unauthorized and may have been
     altered.

19.  HAZARDOUS MATERIALS:

     Unless otherwise stated in this report, the appraiser signing this report
     has no knowledge concerning the presence or absence of urea-formaldehyde
     foam insulation or asbestos containing material in existing improvements;
     if such materials are present the value of the property may be adversely
     affected and reappraisal at additional cost necessary to estimate the
     effects of such material.

20.  Unless otherwise noted within the attached report, there are no items of
     FF&E included in the reported value. Any equipment included with the
     property in the value are only those items that are considered as an
     integral part of the realty, even though technically they could be legally
     considered as personalty.

21.  NOTE:

     ACCEPTANCE OF, AND/OR USE OF, THIS APPRAISAL REPORT CONSTITUTES ACCEPTANCE
     OF THE ABOVE CONDITIONS.

                                                        H.J. Porter & Associates
<PAGE>

                           PROFESSIONAL QUALIFICATIONS
                                       OF
                              DAVID P. MULLINS, MAI

CURRENT STATUS

David P. Mullins is involved in the appraisal of and consulting with owners of
income producing real estate. He is the Managing Appraiser and a General Partner
of the Birmingham office of H.J. Porter & Associates with offices located at:


                           H.J. Porter & Assoc., Inc.
                            631 Stage Road/PO Box 28
                                Auburn, AL 36831
                                 (334) 826-8682

                       H.J. Porter & Assoc. of Birmingham
                        #14 Office Park Circle, Suite 230
                              Birmingham, AL 35223
                                 (205) 871-3600

                       H.J. Porter & Assoc. of Montgomery
                             235 South Court Street
                              Montgomery, AL 36104
                                 (334) 262-8331
                            
                                                                               
PROFESSIONAL AFFILIATIONS

Mr. Mullins is a member of the Appraisal Institute and holds the MAI Designation
(Certificate Number 11168). He is also a member of the International Right of
Way Association (Alabama Chapter Number 24).

PROFESSIONAL EDUCATION STATUS

Mr. Mullins is currently certified in Alabama as a Certified General Real
Property Appraiser (Certificate #G8). He has taken numerous courses and seminars
offered by the Appraisal Institute, Society of Real Estate Appraisers, and
International Right-of-Way Association.

HISTORICAL DATA

David P. Mullins is a graduate of Colorado State University with a Bachelors of
Science Degree in Agriculture Economics.

From 1983 to 1989 he worked with USDA/Farmers Home Administration. The first two
years he served as the Assistant County Supervisor in Centre, Alabama. He was
responsible for the Rural Housing Program which included appraising single
family residence. He also made farm real estate and operating loans which
included farm and ranch appraisals. In 1985 he moved to Dublin, Virginia as
County Supervisor. There he was responsible for the overall operation of the
field office where he supervised four employees. He completed appraisals of
single family housing loans and farm real estate loans. He also analyzed and
developed farm management plans for client borrowers. From 1987 to 1989 Mr.
Mullins worked in Richmond, Virginia as a Rural Housing Specialist. He provided
support and training to fifty field offices to administer the Rural Housing Loan
Program. He was the single family housing appraisal trainer, single family
housing review appraiser and multi-family housing appraiser.

From 1989 to 1991 Mr. Mullins was with the mortgage banking firm of Camp &
Company in Birmingham, Alabama. He served as the Head of the Appraisal and Loan
Submission Department for income property loans. He was responsible for
appraising investment grade

                                                        H.J. Porter & Associates
<PAGE>

PROFESSIONAL QUALIFICATIONS OF DAVID P. MULLINS MAI

income producing real estate that included shopping centers, office buildings,
multi-family apartments, and distribution warehouses.

From 1991 to 1993 Mr. Mullins worked as an employee for the appraisal firm of
H.J. Porter & Associates, Inc., managing their Birmingham office. In 1994 he
became a general partner of the Birmingham office with the title of Managing
Appraiser and the responsibility of managing two staff appraisers and one
support staff employee.

Since being associated with H.J. Porter & Associates, a variety of appraisal
assignments have been performed including the appraisal of neighborhood,
community, and power shopping centers, motels, single and multi-tenant office
buildings, multi-family apartments, assisted living facilities, convenience
stores, office/warehouse, distribution warehouses, vacant commercial and
agricultural land, and subdivision analysis. Other appraisal assignments
performed for different government entities include appraisal of total and
partial acquisitions for the Alabama Department of Transportation, the City of
Birmingham, and the Birmingham Airport Authority.

In addition to government entities, important clients include:

AmSouth Bank                             First Commercial Bank
Arlington Properties                     First Georgia Bank
Bank of Tuscaloosa                       Great Northern Insured Annuity
                                         Corp.
Baptist Health Systems                   Healthsouth
Birmingham Baptist Medical Center        Jacksonville State University
Brookwood Medical Center                 NationsBank
CellularOne                              Norfolk Southern Corporation
Collateral Mortgage                      Regions Bank
Colonial Bank                            Salvation Army
Colonial Properties                      SouthTrust Bank
Columbus Bank & Trust Company            Southern Natural Gas
Commercial Bank & Trust Co.              St. Clair Federal
Compass Bank                             State Farm Life Insurance
                                         Company
Farmers National Bank                    Washington Mortgage Financial Group
First American Bank

                                                        H.J. Porter & Associates
<PAGE>

================================================================================
                                STATE OF ALABAMA

                              [ALABAMA GREAT SEAL]

                             This is to certify that

                                DAVID P. MULLINS

               having given satisfactory evidence of the necessary
           qualifications required by the laws of the State of Alabama
                is licensed to transact business in Alabama as a

                    CERTIFIED GENERAL REAL PROPERTY APPRAISER

                 With all the rights, privileges and obligations
                              appurtenant thereto.


LICENSE NUMBER:  G00008                    [/s/ ILLEGIBLE]  Executive  Director
EXPIRATION DATE: SEPT. 30, 1997            ALABAMA REAL ESTATE APPRAISERS BOARD

================================================================================


                                APPRAISAL REPORT

                                       OF

                         BETTS CROSSING SHOPPING CENTER
                               1441 FOXRUN PARKWAY
                                OPELIKA, ALABAMA

                                   (CZ97-148R)


                                       FOR

                                MR. LARRY MILLER
                               MERRILL LYNCH & CO.
                      WORLD FINANCIAL CENTER - NORTH TOWER
                               NEW YORK, NY 10281


                                      AS OF

                                 AUGUST 4, 1997

                                       BY

                        HOWARD J. PORTER, JR., MAl, CCIM
                     GLEN E. HEINZELMAN, ASSOCIATE APPRAISER
                            H. J. PORTER & ASSOCIATES
                          1214 FIRST AVENUE, SUITE 130
                             COLUMBUS, GEORGIA 31901
                                 (706) 324-4990


                                     [LOGO]
                            H.J. Porter & Associates
<PAGE>

                                     [LOGO]
                      [H.J. PORTER ASSOCIATES - LETTERHEAD]



                                             August 20, 1997

Mr. Larry Miller
Merrill Lynch & Co.
World Financial Center - North Tower
New York, NY 10281

                                             Re:  Betts Crossing Shopping Center
                                                  1441 Foxrun Parkway
                                                  Opelika, Alabama

Dear Mr. Miller:

At your request, the undersigned Associate has inspected and we have made an
appraisal of the above referenced property. The purpose of this appraisal was to
determine the market value of the leased fee interest in the subject property,
one of fifteen shopping centers to be included in a portfolio of retail shopping
centers cross collateralized, under single management, and subject to stringent
release provisions. AS SUCH, THE ESTIMATED VALUE OF THE SUBJECT PROPERTY IS
SUBJECT TO THE ABOVE CONDITIONS. This complete appraisal communicated in a self
contained narrative report has been prepared in accordance with the Uniform
Standards of Professional Appraisal Practice (USPAP).

Based upon our investigation into the subject property, and its current economic
environment, we are of the opinion that the market value of the leased fee
interest in the subject property as of, August 4, 1997, is:

                              FIVE MILLION DOLLARS
                              --------------------
                                  ($5,000,000)


Divided as:      Improvements         $4,580,000
                 Land                 $  420,000
                                      ----------
                 Total                $5,000,000


                  Real Estate Research, Appraisal & Counseling
            Birmingham, AL; Columbus, GA; Montgomery, AL; Auburn, AL
<PAGE>

Mr. Larry Miller
August 20, 1997
Page #2

Please note that this report is subject to the contingent and limiting
conditions as found in the addendum. It should be noted that our employment was
not conditional upon our producing a specific value with a given range. Future
employment prospects with Merrill Lynch are not dependent upon our producing a
specified value. Also, neither payment of our fee, nor our employment are/were
based upon whether a loan application is approved or disapproved. We appreciate
the opportunity to be of service to you in this matter.

The attached report is submitted in support of these conclusions.

                                Yours very truly,



/s/ Howard J. Porter, Jr.                         /s/  Glen E. Heinzelman

Howard J. Porter, Jr., MAI, CCIM                  Glen E. Heinzelman, Associates
Certified General Real Property                   Licensed Real Property
Appraiser                                         Appraiser
Alabama Certificate #G51                          Alabama Certificate #L12


                                     [LOGO]
                            H.J. Porter & Associates
<PAGE>

                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS

PROPERTY IDENTIFICATION:                 Betts Crossing Shopping Center
                                         1411 Foxrun Parkway
                                         Phenix City, Alabama

PROPERTY RIGHT APPRAISED:                Leased Fee Estate

HIGHEST AND BEST USE
AS VACANT AND IMPROVED:                  Neighborhood Shopping Center

DATE OF VALUE:                           August 4, 1996

SITE DATA:                               11.51 Acres or 501,376 Sq. Ft.

BUILDING DATA:                           58,400 Sq. Ft. Divided As:
                                         Winn-Dixie -          44,000 Sq. Ft.
                                         Premiere Video -       6,000 Sq. Ft.
                                         Local Shops -          8,400 Sq. Ft.

ESTIMATED LAND VALUE:                    $420,000

VALUE INDICATIONS:
         Cost Approach                   $4,670,000
         Income Approach                 $5,050,000
         Market Approach                 $4,950,000

MARKET VALUE:                            $5,000,000


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                TABLE OF CONTENTS

Intended Use of Appraisal...................................................   1
Environmental Considerations................................................   1
Scope of the Assignment.....................................................   1
Date of Value Estimate......................................................   2
Exposure Period.............................................................   2
Type AppraisaI/Type Report..................................................   2
Property Ownership..........................................................   3
Property Location...........................................................   3
Zoning/Public Utilities.....................................................   4
Legal Description/Land Size.................................................   4
Ad Valorem Tax Analysis.....................................................   6
Purpose of Appraisal/Definition of Value....................................   8
Rights Appraised............................................................   8
Area Analysis - Columbus, Georgia/Phenix City, Alabama......................   9
Neighborhood Analysis.......................................................  13
Site Analysis...............................................................  17
Description of Subject Improvements.........................................  18
Highest and Best Use........................................................  20
The Appraisal Process.......................................................  22
Land Value - Direct Comparison..............................................  25
Cost Approach to Value......................................................  31
Income Approach to Value....................................................  34
Market Approach.............................................................  55
Reconciliation and Final Value Estimate.....................................  73
Certification...............................................................  74


EXHIBITS
    Location Map...................................................Facing Page 3
    State Map......................................................Facing Page 8
    Site Plan.....................................................Facing Page 17
    Subject Photographs...........................................Facing Page 18
    Land Sales Map................................................Facing Page 29
    Rental Map....................................................Facing Page 41
    Improved Sales Map............................................Facing Page 70


ADDENDUM II
    Korpacz Real Estate Investor Survey
    Lease Summary
    Assumptions and Limiting Conditions
    Qualifications
    State of Alabama Certification


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                               1

INTENDED USE OF APPRAISAL

This appraisal has been requested to function as an underwriting guide for
mortgage loan purposes and for use in securitization of mortgages. Accordingly,
this appraisal may be provided by Merrill Lynch & Co. to potential investors in
a securitization or other sale of mortgage loans.

ENVIRONMENTAL CONSIDERATIONS

An environmental assessment was not provided for review. Upon inspection of the
subject site, no overt evidence of environmental contamination was apparent.
However, the appraiser is not qualified as an environmental engineer and as such
has not made a compete environmental site assessment or an environmental
examination.

The market value estimate contained herein assumes that there is no
contamination present. However, the appraiser specifically reserves the right to
revise this appraisal should the results of any such examination indicate the
location of hazardous material on or about the subject property.

SCOPE OF THE ASSIGNMENT

The subject property, a neighborhood shopping center, is one of fifteen shopping
centers to be included in a portfolio of retail properties which are cross
collateralized, under single management, and subject to stringent release
provisions.

The scope of the assignment includes undertaking the three traditional
approaches to value with consideration given to the current status of the retail
market in Aubur/Opelika, Alabama and the surrounding market area. In the Cost
Approach, local real estate professionals and appraisers were contacted and a
search of public records undertaken to locate comparable land sales. A detailed
inspection of the site and improvements was made by the Associate Appraiser.
Construction details were obtained from the physical inspection by the Associate
and from plans prepared by Sanford Bell & Associates, Inc. dated June 19, 1995.
Current cost estimates were obtained from the Marshall Valuation Service, a
nationally recognized cost service indexed to the local market.

In the Income Approach to Value, a survey of local retail market conditions was
made by interviews with local leasing and management agents to determine if the
contract rents for the local tenant shop space was competitive and market
oriented. Expense comparables were studied to estimate appropriate expense
deductions. The resulting net operating income was capitalized into


                                                  H.J. Porter & Associates, Inc.
<PAGE>

SCOPE OF THE ASSIGNMENT - (CONTINUED)                                          2

a value estimate with an overall capitalization rate. The comparable improved
sales found in the Market Approach sold on direct capitalization of stabilized
net operating income rather than discounted cash flow analysis. The overall
capitalization rate was derived from market sales, built-up rates using current
market rates for debt and equity, and from published investor surveys.

The Sales Comparison or Market Approach was developed after a search for sales
of similar shopping centers. To locate appropriate sale comparables, local
realtors, appraisers, mortgage lenders, and developers were interviewed. The
sales located were compared to the subject with adjustments made for items of
differences.

After development of the three approaches, the value indications derived were
reconciled to provide a value estimate for the subject property as of the
effective date of appraisal.

DATE OF VALUE ESTIMATE

The subject property is valued as of August 4, 1997 which is the date the
subject was physically inspected by the Associate Appraiser. The date utilized
in preparing this appraisal was researched, gathered, and/or updated during the
period August 5 through August 15, 1997. The date of the appraisal is August 20,
1997 the date of the transmittal letter.

EXPOSURE PERIOD

The estimated exposure time for the subject property, to obtain the values
communicated herein, is estimated to have been within one year or less. This
exposure period assumes competent sales and marketing efforts, the property is
maintained in a marketable condition, and that the property is sold for "market
value" as defined herein. The estimated exposure period is based upon the
marketing period for the comparable sales found in the Market Approach.

TYPE APPRAISAL/TYPE REPORT

In accordance with the Uniform Standard of Profession Appraisal Practice, the
appraisers have performed a "Complete" appraisal according to Standard Rule 1
and the communicated to the client in a "Self-contained Appraisal Report" in
accordance with Standard Rule 2-2a.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]
                                     [MAP]

                                  LOCATION MAP
<PAGE>

                                                                               3

PROPERTY OWNERSHIP

The subject property is under the ownership of:

                             Opelika Partners, Ltd.
                              250 Washington Street
                                 P.O. Box 680176
                              Prattville, AL 36067

The 11.51 acre subject property was acquired from Robert A. Betts on March
15, 1995. This deed is found of record in the Probate Office of the Lee
County Court House at Deed Book 1931 Page 42. The reported acquisition price
was $417,300. Prior to that transaction Mr. Betts owned all except 0.609
acres of the subject property for more than three years. Mr. Betts acquired
the remaining 0.609 acres through an exchange with the adjoining land owners
Joy H. Hall and Phylis H. Floyd. Mr. Betts exchanged evenly 0.609 acres with
Mrs. Hall and Mrs. Floyd. These exchanges occurred on July 21, 1994 and
August 4, 1994. They are recorded in the Probate Office of the Lee County
Court House in Deed Book 1875 Pages 103 through 107. No other known
transactions of the subject property have occurred over the last three
years.

PROPERTY LOCATION

The subject property is located at the southeast corner of U.S.Highway 29 and
U.S. Highway 431, also known as Foxrun Parkway, within the corporate limits of
Opelika, Lee County, Alabama It is located by street address as:

                         Betts Crossing Shopping Center
                               1441 Foxrun Parkway
                                Opelika, Alabama


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                               4

ZONING/PUBLIC UTILITIES

The subject property is under the zoning authority of the City of Opelika, with
a current zoning of C-3, General Commercial District. This zoning allows
shopping center use as well as numerous other commercial uses. The maximum
building area (density) in the C-3 district is 50% of gross lot area. Front,
rear, and side yard setbacks are 30 feet, 20 feet, and 10 feet, respectively.
Parking requirements for a shopping center consist of 5 spaces per 1,000 square
feet of gross floor area. The subject property has ample site area available to
meet these requirements and based on the plans provided and a physical
inspection by the Associate, appears to conform to the current zoning
classification.

The subject has all utilities including electricity, gas, water, sewage, and
telephone in sufficient quantities to sustain commercial development. Public
services such as police and fire protection are provided by the City of Opelika.

LEGAL DESCRIPTION/LAND SIZE

Based on information supplied to the appraisers from Ron Bell with Sanford Bell
& Associates, Inc., the subject property is legally described as:

         Commence at the southeast corner of the northwest 1/4 of Section 5,
         Township 18 North, Range 27 East, in Opelika, Lee County, Alabama;
         thence north 89 degrees 49'54" East a distance of 20.03 feet to THE
         POINT OF BEGINNING of the said shopping center parcel;

         From THE POINT OF BEGINNING; thence south 00 degree 14'03" East a
         distance of 442.09 feet; thence South 00 degree 41'03" West a distance
         of 48.36 feet; thence North 49 degrees 41'39" West a distance of 167.57
         feet; thence 53 degrees 59'00" West a distance of 130.05 feet; thence
         South 36 degrees 01'00" West a distance of 300.24 feet to a point lying
         on the northeast right-of-way line of Foxrun Parkway; thence along said
         right-of-way line along a curve to the left (having a radius of
         5,809.58 feet, a chord bearing of North 52 degrees 18'58" West, a chord
         distance of 415.55 feet) an arc distance of 415.64 feet to a concrete
         right-of-way monument, thence continue along said right-of-way line
         North 53 degrees 58'46" West a distance of 147.62 feet; thence leaving
         said right-of-way line North 36 degrees 01'00" East a distance of
         296.05 feet; thence North 00 degree 51'23" East a distance of 21.42
         feet; thence North 25 degrees 04'39" West a distance of 117.55 feet;
         thence North 75 degrees 06'21" West a distance of 55.63 feet to a point
         lying on the southeast right-of-way line of U.S. Highway No. 29; thence
         along said right-of-way line along a curve to the right (having a
         radius of 990.00 feet, a chord bearing of North 69 degrees 51'13" East,
         a chord distance of 65.93 feet) an arc distance of 65.94 feet to a
         concrete right-of-way monument; thence continue along said right-of-way
         line North 72 degrees 16'22" east a distance of 551.87 feet; thence
         leaving said right-of-way line south 00 degree 00'03" West a distance
         of 208.00 feet; thence North 72 degrees 18'27" East a distance of
         208.00 feet; thence 00 degree 00'35" East a distance of 220.00 feet TO
         THE POINT OF BEGINNING; said shopping center parcel containing 11.51
         acres, more or less.

Based on this description, the subject property is irregular shaped and contains
a total land area of 11.51 acres. The shopping center parcel has frontage of
563.19 feet on Foxrun Parkway and 617.81 along U.S. Highway 29.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

LEGAL DESCRIPTION - (CONTINUED)                                                5

As indicated previously, the subject property is one of fifteen shopping centers
to be included in a portfolio of retail properties which are cross
collateralized, under single management, and subject to stringent release
provisions. The other shopping centers contained in the portfolio are listed as
follows:

================================================================================
Greenbrier Station Shopping Center             The "Y" Shopping Center
Anniston, Alabama                              Panama City Beach, Florida
- --------------------------------------------------------------------------------
Clanton Marketplace                            Mandelville Marketplace
Clanton, Alabama                               Pandelville, Louisiana
- --------------------------------------------------------------------------------
Opp Marketplace                                Brownsville Place Shopping Center
Opp, Alabama                                   Brownsville, Tennessee
- --------------------------------------------------------------------------------
Russell Crossing Shopping Center               Chicot Crossing Shopping Center
Pheinx City, Alabama                           Pascagoula, Mississippi
- --------------------------------------------------------------------------------
29 North Shopping Center                       Delchamps Plaza
Cantonment, Florida                            Long Beach, Mississippi
- --------------------------------------------------------------------------------
Nine Mile Plaza Shopping Center                One Main Place
Pensacola, Florida                             Moss Point, Mississippi
- --------------------------------------------------------------------------------
Parker Shopping Center
Parker, Florida
================================================================================


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                               6

AD VALOREM TAX ANALYSIS

The subject parcel is under the taxing authority of the Lee County Tax
Assessor's Office and is found on the 1997 tax rolls as:

Assessed to:                      Opelika Partners, Ltd.
                                  c/o Newton Oldacre McDonald, L.L.C.
                                  200 31st Avenue North
                                  Suite 200
                                  Nashville, TN 37203

                                  Parcel I.D. #:       43-10-03-05-2-000-011.000
                                                       43-10-03-05-3-000-001.000

Value:                            Land:                $  276,750
                                  Improvements:        $  965,310
                                                       ----------
                                  Total:               $1,242,060

Assessment Ratio:                 20%

Local Millage Rate:               $4.80 per $1,000 of assessed value

Annual Tax:                       $11,923.78

To test the reasonableness of the taxes levied against the subject, the taxes
levied against several other anchored shopping centers in Auburn/Opelika were
investigated. The result of that investigation is contained in the following
chart.

================================================================================
PROPERTY NAME              SIZE (SQ. FT.)    TAX VALUATION     VALUATION/SQ. FT.
================================================================================
Pepperell Corners*             205,685          $2,455,400           $38.85
University Crossing             61,603          $2,309,560           $37.49
Parkway Plaza                   62,634          $1,574,430           $25.14
Shops @ Crooked Creek           34,660          $  573,330           $16.57
================================================================================
SUBJECT **                      58,400          $1,242,060           $21.68
================================================================================

*  Excludes Lowes and Goody's building and land area
** Includes Winn-Dixie Space


                                                  H.J. Porter & Associates, Inc.
<PAGE>

AD VALOREM TAX ANALYSIS - (CONTINUED)                                          7

The ad valorem tax valuation for the subject includes the Winn-Dixie portion and
supporting land contained in the shopping center. Pepperell Corners and
University Crossing are considered to be the most similar to the subject in
terms of their overall age, condition, and income generating capability. The two
remaining tax comparables, Parkway Plaza and The Shops at Crooked Creek are
considered to be inferior to the subject in terms of their overall age,
condition, and income generating capability. Based on an examination of
Pepperell Corners and University Crossing, it appears that the subject property
is undervalued for ad valorem tax purposes at $21.68 per sq. ft. of gross
leasable area. It is our opinion that a prudent investor would not rely on the
current ad valorem tax valuation in preparing a purchase offer for the subject.
Therefore, for the purposes of this analysis, a more appropriate ad valorem tax
valuation for the subject property has been estimated to be $38.00 per sq. ft.
of gross leasable area.

The lease encumbering the 44,000 sq. ft. Winn-Dixie and supporting 4.95 acres of
land stipulate that Winn-Dixie pays their pro-rata share of the ad valorem tax
burden directly to the county. Therefore, the owners, and by agreement, the
tenants in the form of their contractual expense reimbursement pay the
remainder. The following chart is a calculation of the owners/tenants share of
the estimated tax burden for the subject property.

================================================================================
                            ESTIMATED AD VALOREM TAX
================================================================================
Shopping Center Area                   Total Area      Winn-Dixie      Remainder
- --------------------------------------------------------------------------------
Size (Sq. Ft. GLA)                         58,400          44,000         14,400
Estimated Appraised Value/Sq.Ft.           $38.00          $38.00         $38.00
                                       ----------      ----------       --------
Estimated Appraised Value              $2,219,200      $1,672,000       $547,200
Assessement Ratio                           20.0%           20.0%          20.0%
                                       ----------      ----------       --------
Assessed Value                           $443,840        $334,400       $109,440
Millage Rate                               $0.049          $0.049         $0.049
                                       ----------      ----------       --------
Estimated Taxes (Rounded)                 $21,748         $16,386         $5,363
================================================================================


                                                  H.J. Porter & Associates, Inc.
<PAGE>

PURPOSE OF APPRAISAL/DEFINITION OF VALUE                                       8

The purpose of the appraisal is to estimate the market value of the leased fee
interest in the subject property as of the effective date of appraisal, August
4, 1997.

Market Value is defined by the Appraisal Standards Board of the Appraisal
Foundation in the 1997 Glossary - Uniform Standards of Professional Appraisal
Practice, page 155 as:

          The most probable price which a property should bring in a
          competitive and open market under all conditions requisite
          to a fair sale, the buyer and seller, each acting prudently
          and knowledgeably, and assuming the price is not affected by
          undue stimulus. Implicit in this definition is the
          consummation of a sale as of a specified date and the
          passing of title from seller to buyer under conditions
          whereby:

1.   Buyer and seller are typically motivated;

2.   Both parties are well informed or well advised, and acting in what they
     consider their best interest;

3.   A reasonable time is allowed for exposure in the open market;

4.   Payment is made in terms of cash in U.S. Dollars or in terms of financial
     arrangements comparable thereto; and

5.   The price represents the normal consideration for the property sold
     unaffected by special or creative financing or sales concessions granted by
     anyone associated with the sale.

RIGHTS APPRAISED

The ownership interest in the subject property appraised is the "Leased Fee
Estate." The Dictionary of Real Estate Appraisal, 3rd Edition, Page 204, defines
Leased Fee Estate as, " an ownership interest held by a Landlord with the right
of use and occupancy conveyed by lease to others. The rights of lessor "the
leased fee owner" and the leased fee are specified by contract terms contained
within the lease."


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]
                         [MAP OF THE STATE OF ALABAMA]


                                    AREA MAP
<PAGE>

AREA ANALYSIS - AUBURN/OPELIKA, ALABAMA                                        9

The subject's geographical location is within the twin cities area of
Auburn-Opelika. Due to the close location of the two cities, an analysis of one
without the other is incomplete.

The four basic factors which should be considered in analyzing an area are:
(1) Physical-Location factors; (2) Economic-Financial factors; (3)
Political-Governmental factors; and (4) Sociological factors. Each of these
factors is briefly analyzed.

PHYSICAL-LOCATIONAL FACTORS

Opelika is located near the center of Lee County with Auburn adjacent to the
southwest. Lee County is located in East Central Alabama; adjoining the
Alabama-Georgia border at the Chattahoochee River, [as noted on the county map
of Alabama on the adjoining page].

            Distance To:

                     Atlanta, Georgia                 West 115 miles
                     Columbus, Georgia                West 35 miles
                     Montgomery, Alabama              East 50 miles
                     Birmingham, Alabama              North 110 miles

Lee County is comprised of 612 square miles, with 35 square miles in Opelika and
26.5 square miles in Auburn. Auburn and Opelika (and a portion of Phenix City)
are the only incorporated towns in Lee County.

Located at the end of the Appalachian plateau, the topography in the area ranges
from nearly level to gently rolling. Ranging in altitude from 700 to 850 feet
above sea level, the climate is temperate with a mean annual temperature of 63
degrees, with a mean temperature in January of 34.3 degrees and 79.7 degrees in
July. Average annual rainfall is 51 inches.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

AREA ANALYSIS- AUBURN/OPELIKA, ALABAMA - (CONTINUED)                          10

ECONOMIC-FINANCIAL FACTORS

<TABLE>
<CAPTION>
===================================================================================================================
                                         POPULATION (U.S. CENSUS)
===================================================================================================================
                                   %                           %         Auburn/       %           Lee         %
Year               Auburn       Change         Opelika      Change       Opelika     Change      County      Change
- -------------------------------------------------------------------------------------------------------------------
<S>                <C>           <C>            <C>           <C>        <C>           <C>        <C>          <C>
1940                4,652                        8,487                   13,139
1950               12,939        +178           12,295        +45        25,234        +92
1960               16,261         +26           15,678        +28        31,939        +27        49,754
1970               22,767         +40           19,027        +21        41,794        +31        61,268       +23
1980               28,471         +25           21,896        +15        50,367        +21        76,283       +25
1990               33,830         +19           22,122         +1        55,952        +11        87,146       +14
1994 est.          35,862          +6           23,818         +8        59,680         +7        91,936        +6
===================================================================================================================
</TABLE>

The overall population increase has been at a healthy, but orderly pace. Future
growth is projected to continue near the same pace.

The largest employers in the area are:

================================================================================
Name                                      City                      Employment
================================================================================
Auburn University                        Auburn                    4,500 - 5,000
Ampex Corporation                        Opelika                   1,500 - 2,000
Diversified Products                     Opelika                   1,500 - 2,000
Uniroyal                                 Opelika                   1,000 - 1,500
West Point Pepperell                     Opelika                   1,000 - 1,500
East Alabama Medical Center              Opelika                   1,000 - 1,500
Leshner Industries                       Opelika                   300 - 350
Flowers Bakery                           Opelika                   300 - 350
================================================================================
Sources:     Opelika Chamber of Commerce and Auburn University Planning &
             Analysis Department
================================================================================

Opelika presents a diverse mixture of light and heavy industrial concerns which
is in contrast to Auburn's limited light industrial base and Auburn University.
The county labor force numbers 48,860 and the unemployment rate is at 2.8% (June
1997) which is compared with 4.5% for the State and 4.8% nationwide. Lee County
has ranked among the lowest of the counties in


                                                  H.J. Porter & Associates, Inc.
<PAGE>

AREA ANALYSIS- AUBURN/OPELIKA, ALABAMA - (CONTINUED)                          11

ECONOMIC-FINANCIAL FACTORS - (CONTINUED)

unemployment in the State for the past ten years. This stability of unemployment
is due to the diverse mix of employment, ranging from heavy industrial to
technical to professional. This stability is expected to continue for the
foreseeable future. Income levels, as taken from 1990 census figures are charted
as:

================================================================================
                          HOUSEHOLDS TOTAL: LEE COUNTY
                                     32,998
================================================================================
                                                          #                  %
                                                          -                  -
Less Than $5,000                                        5,596              16.96
$ 5,000 - $ 9,999                                       4,174              12.65
$10,000 - $14,999                                       3,364              10.12
$15,000 - $19,999                                       2,712               8.22
$20,000 - $24,999                                       2,246               6.81
$25,000 - $29,999                                       2,828               7.33
$30,000 - $34,999                                       2,418               6.50
$35,000 - $39,999                                       2,144               5.47
$40,000 - $49,999                                       1,805               8.58
$50,000 - $74,999                                       2,832              11.50
More Than $75,000                                       1,914               5.85
- --------------------------------------------------------------------------------
Median Income Level     $21,227
- --------------------------------------------------------------------------------
Mean Income Level       $29,674
================================================================================

Based on the above data, over half of the households in Lee County have incomes
in excess of $20,000.

The Auburn-Opelika area is well located in regard to distribution, with easy
access to major markets via I-85 which runs northeasterly to Atlanta and
westerly to Montgomery, and U.S. Highway 280 which runs northwesterly to
Birmingham and southeasterly to Columbus, Georgia. There are seventeen motor
carrier terminals, and two rail lines serving the area. The Chattahoochee River
and the Phenix City docks, 35 miles to the east, provide easy access to barge
transportation. The Auburn-Opelika Airport provides access to private and
commuter flights.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

AREA ANALYSIS- AUBURN/OPELIKA, ALABAMA - (CONTINUED)                          12

POLITICAL-GOVERNMENTAL FACTORS

Both Opelika and Auburn are effectively governed under the Mayor-Council form of
government. Opelika and Auburn both have a fire rating of 2. Both cities have
effective police forces. Both cities have active Planning and Zoning
Commissions, with the City of Auburn having recently updated its zoning
ordinance to a more progressive performance type zoning. Lee County does not
have zoning ordinances for unincorporated areas of the County although the
County Commission is currently studying the possibility of establishing a zoning
ordinance. It has an active Sheriff's Department, and also provides garbage
pickup points for rural areas of the County.

SOCIOLOGICAL FACTORS

The convenience of Auburn University and its wide range of activities ranging
from football and basketball to Broadway musicals and top name entertainers is
beneficial to the area. There are a number of excellent dining and tavern
facilities in the area, as well as numerous theaters, a country club, several
public golf courses and numerous public tennis courts.

Both Auburn and Opelika have established good reputations as a good place to
live and raise children. The educational opportunities and their level of
excellence is also well known.

The construction of the 18 hole "Auburn Links" golf course on the west side of
Auburn, and the 54 hole "Links on the Lake" golf course between Auburn and
Opelika have enhanced the area's attraction of retirees and tourists. Both of
these courses have helped improve retail sales, hotel room night demand, and
have provided additional employment opportunities.

CONCLUSION

In summary, the twin cities of Auburn and Opelika present a vibrant economy with
a broad economic base and history of high employment. The diversity of
employment ranging from heavy industrial to agricultural, and high technology to
professional adds to the stability of the area. This economic stability and the
other factors noted above should prove to be conducive to real estate investment
and property values.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

NEIGHBORHOOD ANALYSIS                                                         13

The term neighborhood is defined in "The Appraisal of Real Estate" 11th Ed.
at page 189 as "a group of complementary land uses."

The four basic factors which must be considered in analyzing a neighborhood or
district, as in an area analysis are:

(1)  Physical and Locational Factors

(2)  Economic and Financial Factors

(3)  Political and Governmental Factors

(4)  Sociological Factors

Each of these factors is discussed briefly with conclusions as to their effect
on the subject property.

PHYSICAL AND LOCATIONAL FACTORS

The subject property is located on the southeast corner of the intersection of
U.S. Hwy 29 and U.S. Hwy 431 in Opelika, Alabama. The boundaries for the
subject's neighborhood are defined as the commercial/residential corridor along
U.S. Hwy 29 from the intersection with Interstate 85 approximately 2 miles north
of the subject to the intersection with U.S. Highway 280 approximately 2 miles
to the south along with the commercial/industrial/ residential corridor along
U.S. Hwy 431 from its intersection with U.S. Hwy 280 south of the subject to its
intersection with Morris Avenue to the north of the subject.

U.S. Hwy 29 is a two lane paved highway as it passes through the subject's
neighborhood. It serves as a collector for the commercial centers of Opelika and
Auburn which surround it. The highway is one of the main connector roads between
the two cities and is densely commercial along both its Auburn route and the
west portion of its Opelika route. In Opelika, it separates the residential
areas of north Opelika from the downtown business and industrial areas and is
the most used road is the city. The highway once served as a principle southwest
to northwest connector prior to the construction of Interstate 85 which
parallels the highway's route from the Auburn/Opelika area to Atlanta, Georgia.

U.S. Hwy 431, which crosses the neighborhood from north to south, is a two to
four lane paved highway which extends through Phenix City to the south and the
cities of Anniston and Gadsden to the north. It accesses Interstate 85
approximately 5 miles south of the subject and I-20 some 100 miles to the north.
It essentially parallels the Alabama/Georgia border and serves as the main
north/south connector for east Alabama; there is no interstate highway which
follows this route. In Opelika, the southern portion of the road merges with
U.S. Hwy 280 and is the main


                                                  H.J. Porter & Associates, Inc.
<PAGE>

NEIGHBORHOOD ANALYSIS - (CONTINUED)                                           14

PHYSICAL AND LOCATIONAL FACTORS - (CONTINUED)

north/south arterial. It passes through Fox Run Industrial Park and serves as
the park's main access route to I-85 and U.S. Hwy 280.

The subject's neighborhood is well situated for access to commercial,
industrial, and residential centers of Opelika. Access to Auburn is available
via I-85 or U.S. Hwy 29; although, the 29 route is usually heavily congested.

Foxrun Industrial Park, Southern Union Community College, and Opelika High
School are in the subject's neighborhood and serve as daily destination points
for daily commutes. As a result, the subject's location is passed regularly by
local residents as well as travellers from outside Opelika passing through along
U.S. Hwy 431. The location of these local traffic destination points near the
subject contribute to the desirability of the subject considering its intended
use as a neighborhood shopping center.

ECONOMIC AND FINANCIAL FACTORS

Northern and western Opelika residential areas are adjacent to the subject's
neighborhood and are the primary areas from which the proposed subject
development will draw. These residential areas are mostly populated by middle
class households and is built up primarily with single-family residences. Also
adjacent to the subject neighborhood is the lower and single-family residential
between U.S. 431 and U.S. 280. This particular area is well defined and stable
to declining economically. New apartment construction is planned within the
subject neighborhood as the area is expected to grow.

The major contributor to the growth potential within the neighborhood is the
growth of Southern Union Community College which plans to consolidate its
satellite facilities in Valley and West Opelika to its main campus on the
northwest corner of U.S. Hwy 29 and U.S. 431. Several large scale construction
projects are currently underway to accommodate this growth.

Another factor contributing to the economic growth of the neighborhood is the
slow but steady influx of light industry into Foxrun Industrial park which
branches off both sides of U.S. Hwy 431 to the south of the subject. The park
accommodates all types of light industry from light manufacture/assembly to
storage and shipping facilities, and the City of Opelika is involved actively in
efforts to recruit new investment in the area.

The competition in the area among neighborhood shopping/grocery store facilities
is limited mainly to the Parkway and Pepperell Corners shopping centers to the
west of the neighborhood and Crooked Creek Shopping Center at the neighborhood's
southern end. Crooked Creek center suffers from vacancy problems and attracts a
modest number of patrons. This is attributable to


                                                  H.J. Porter & Associates, Inc.
<PAGE>

NEIGHBORHOOD ANALYSIS - (CONTINUED)                                           15

ECONOMIC AND FINANCIAL FACTORS - (CONTINUED)

the recent relocation of Wal-Mart to Pepperell Corners rather than the shopping
center's location.

The Kroger shopping center area is located on U.S. Hwy 29/280 about 3 miles west
of the subject and does an average to good job attracting both tenants and
patrons. Its location is central to part of the cities business/industrial area,
but the congested nature of its main access routes may serve to deflect a
portion of its customers to the subject.

Pepperell Corners is located on the corner of U.S. Hwy 280 and U.S. Hwy 29 about
6 miles west of the subject. This shopping center is two years old and has four
large anchors: Winn Dixie, Wal-Mart, Lowe's, and Goody's clothing store.
Pepperell Corners is the area's most successful shopping center development and
draws from both Auburn and Opelika along the four lane portion of U.S. Hwy 29.
It will also have direct access to I-85 upon completion of the U.S. Hwy 280
extension project currently underway. It is believed that it will provide the
subject with its main source of competition for both tenants and customers.

The growing residential base located near the subject will help to offset the
draws of the subject's strong competitors. Also, the growing rate of investment
in the neighborhood suggest that a strong economic base is developing. These two
factors are the main indicators which support the development of the subject.

POLITICAL AND GOVERNMENTAL FACTORS

The subject is located within the City of Opelika and is influenced by the land
use regulations set by the municipality's planning commission. The policies of
the commission have been liberal for the most part regarding new development.
The subject is zoned C-3, Commercial, and has a variety of commercial uses
available to it.

The city adds an additional 1/2% sales tax to the state rate of 7%, but it has
no income other than business taxes. The property tax rate is $4.80 per $100 of
assessed value for commercial property.

SOCIOLOGICAL FACTORS

The neighborhood provides a number of recreational and educational opportunities
to area residents. Southern Union Community College provides for a variety of
types of higher education and training, both technical and general. The largest
enrollment is in their Nursing Programs. Opelika High School is also in the
subject's neighborhood and serves the 9th through 12th grades of the city and
provides the area with a variety of arts and entertainment event. The newly


                                                  H.J. Porter & Associates, Inc.
<PAGE>

NEIGHBORHOOD ANALYSIS - (CONTINUED)                                           16

Sociological Factors (Continued)

constructed city of Opelika Softball Complex in the northeast portion of the
neighborhood also provides the area's residents with a source of recreation. The
downtown business and shopping district is just west of the neighborhood.

Outlets Limited Mall, just south of the subject, also serves the areas shopping
needs. Medical services are also close by located about 4 miles west of the
neighborhood.

Conclusion

The subject is located in a growing area of Opelika. It benefits both from this
continued growth and the established residential areas which surround it. The
daily commuter destination points which surround the subject provide it with
excellent visibility and the two major highways which cross the neighborhood
give the subject favorable access. These factors make the subject attractive to
development. The neighborhood should continue to grow in a direction which will
support the subject's intended use.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]
                                     [PLAN]


                                    SITE PLAN
<PAGE>

                                                                              17

SITE ANALYSIS

The subject property is located on the southeast corner of the intersection of
U.S. Highway 29 and U.S. Highway 431 also known as Foxrun Parkway, approximately
1 mile northeast of downtown Opelika, as indicated in the site plan on the
facing page. The individual site characteristics are as follows:

Size:                     11.51 Acres

Shape:                    Irregular

Street Frontage:          563.19 feet on Foxrun Parkway
                          617.81 feet on U.S. Highway 29

Curb-cuts:                There are two curb cuts on Foxrun Parkway and one on
                          U.S. Highway 29.

Excess Land:              None

Topography:               Downslopes to the east and northeast

Drainage/Flood
Hazard:                   Drainage is adequate. According to the FEMA Flood
                          Insurance Rate Map, Community Panel # 010145 0050 B,
                          effective September 16, 1981, the subject property is
                          not located in a flood hazard zone.

Utilities:                All utilities are available in sufficient quantities 
                          for commercial development

Site Improvement:         Anchored neighborhood shopping center and associated
                          site improvements constructed in 1995.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              77

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

1)   Front View of Subject looking North

2)   Front View of Subject looking South

3)   Rear View of Subject looking Northwest

4)   View of U.S. Hwy 29 looking Southeast (Subject on Right)

5)   View of Foxrun Parkway looking West (Subject on Left)


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              77

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

1)   Front View of Subject looking North

2)   Front View of Subject looking South

3)   Rear View of Subject looking Northwest

4)   View of U.S. Hwy 29 looking Southeast (Subject on Right)

5)   View of Foxrun Parkway looking West (Subject on Left)


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              77

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

1)   Front View of Subject looking North

2)   Front View of Subject looking South

3)   Rear View of Subject looking Northwest

4)   View of U.S. Hwy 29 looking Southeast (Subject on Right)

5)   View of Foxrun Parkway looking West (Subject on Left)


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              77

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

1)   Front View of Subject looking North

2)   Front View of Subject looking South

3)   Rear View of Subject looking Northwest

4)   View of U.S. Hwy 29 looking Southeast (Subject on Right)

5)   View of Foxrun Parkway looking West (Subject on Left)


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              77

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

1)   Front View of Subject looking North

2)   Front View of Subject looking South

3)   Rear View of Subject looking Northwest

4)   View of U.S. Hwy 29 looking Southeast (Subject on Right)

5)   View of Foxrun Parkway looking West (Subject on Left)


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              18

DESCRIPTION OF SUBJECT IMPROVEMENTS

The subject is a neighborhood shopping center known as Betts Crossing. The
center, anchored by Winn-Dixie, contains a total gross leasable area of 58,400
square feet. In addition to the Winn-Dixie anchor (44,000 Sq. Ft.), the center
is occupied by Premiere Video (6,000 Sq. Ft.) and local shop spaces totalling
8,400 square feet. The shopping center has been well maintained and appears to
be functionally designed for its intended purpose. No significant degree of
deferred maintenance was observed upon physically inspecting the improvements.

It is beyond the scope to narratively discuss all of the pertinent construction
details that comprise the subject improvements. The basic construction details
that follow were obtained from the physical inspection of the property by the
Associate Appraiser on August 5, 1997. The subject's basic construction details
are as follows:

Property Type:          Neighborhood shopping center

Total NLA:              58,400

Year Built:             1995

Effective Age:          2 years

Roof:                   Built up tar and gravel over rigid insulation on metal
                        decking. Steel truss support system

Walls:                  Concrete block and brick veneer over concrete block on
                        the front. Painted concrete block at rear and sides.
                        Partition walls between tenant spaces are metal studs
                        covered with sheetrock.

Doors:                  Anodized aluminum store front doors. Interior (rest
                        room) doors hollow core wood.

Windows:                Anodized bronze aluminum store fronts with single
                        glazing.

Floors:                 Reinforced 4" concrete slab with resilient file cover.

Insulation:             Rigid insulation in built-up roof system.

Ceilings:               Suspended lay-in acoustic tile with recessed fluorescent
                        light fixtures.

HVAC:                   Individual roof mounted electric central heating and
                        cooling for each unit.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

DESCRIPTION OF SUBJECT IMPROVEMENTS - (CONTINUED)                             19

Plumbing:               One and two-two fixture restrooms in each shop space.

Miscellaneous:          Approximately 234,000 sq. ft. of asphalt paving, 3,020
                        ln. ft. of concrete curbing, 18,480 sq. ft. of concrete
                        paving, 8 metal light poles and fixtures, and
                        landscaping. There are 370 parking spaces on the site
                        equating to a parking ratio of 6.34 spaces for each
                        1,000 sq. ft. of floor area.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              20

HIGHEST AND BEST USE

Highest and best Use is defined in the Dictionary of Real Estate Appraisal, 3rd
edition, page 171, as:

     "The reasonably probable and legal use of vacant land or an improved
     property, which is physically possible, appropriately supported,
     financially feasible, and that results in the highest value. The four
     criteria the highest and best use must meet are LEGAL PERMISSIBILITY,
     PHYSICAL POSSIBILITY, FINANCIAL FEASIBILITY, and MAXIMUM PROFITABILITY."

Based on this definition, consideration must be given to both the subject land
site as if vacant, and the total property as improved.

HIGHEST & BEST USE - AS IF VACANT

PHYSICALLY POSSIBLE - The 11.51 acre size of the subject would support a wide
range of uses including residential, commercial, and some light industrial uses.
All the necessary utilities and other public services are available in
sufficient quantities to support development. Further, there are no other
physical site characteristics that would negatively impact the development
potential of the site.

LEGALLY PERMISSIBLE - The subject site is zoned C-3, General Commercial
District, by the City of Opelika. The current zoning allows for office or retail
use as well as certain governmental and non-profit related uses such as schools
and churches.

FINANCIALLY FEASIBLE - The subject property is located in the southeast quadrant
of U.S. Highway 431 also known as Foxrun Parkway and U.S. Highway 29 which is
one of the major intersections in northeast Opelika. Foxrun Industrial Park,
Southern Union Community College, and Opelika High School are located in the
subject's neighborhood and serve as daily destination points for daily commutes.
As a result, the subject's location is passed regularly by local residents as
well as travelers from outside Opelika passing through along U.S. Highway 431.
The location of these local traffic destination points near the subject
contribute to the desirability of the subject considering its intended use as a
neighborhood shopping center.

During the past six years, three shopping centers have been constructed at or
near major interchanges in the Lee County area. Tom Hayley recently constructed
in 1992 the University Crossing Shopping Center located at the intersection of
East University Drive and East Glenn Avenue in Auburn. Additionally, in 1994 Mr.
Hayley added a 44,000 square foot Winn Dixie Marketplace to an existing center
known as Tiger Crossing at the intersection of South College Street and East
University Drive in Auburn. JDN Realty completed a Wal-Mart, Lowe's, Winn Dixie,
and Goody's anchored community center at U.S. Highway 280 and U.S. Highway 29
also


                                                  H.J. Porter & Associates, Inc.
<PAGE>

HIGHEST AND BEST USE - (CONTINUED)                                            21

HIGHEST AND BEST USE-AS IF VACANT - (CONTINUED)

known as Pepperell Parkway in 1993. These shopping centers, like the subject
area are located outside the downtown business districts of Auburn and Opelika
near residential growth areas. It would appear therefore, that the optimum use
of the subject site would be for retail purposes.

MAXIMALLY PRODUCTIVE - In determining the highest and best use of the subject
site, "as if vacant and available", the use which is maximally productive
generally becomes the deciding factor. Maximally productive uses are limited by
the current real estate market, the availability of substitute property for
development, and the growth stage of the area. To be maximally productive, that
use which provides the most return to the land must be selected.

It has previously been determined that it would be physically possible, legally
permissible, and financially feasible to develop the site with a retail use
compatible with the current zoning classification and adjacent use. Therefore,
as of the effective date of appraisal, retail use is considered to be maximally
productive and therefore the highest and best use of the subject site, as if
vacant and available.

HIGHEST AND BEST USE - AS IMPROVED

The same criteria utilized to determine the highest and best use of the subject
site, as if vacant and available for development, is utilized to determine the
highest and best use of the property, as improved.

As stated throughout this report, as of the date of appraisal, the subject site
is currently improved with a neighborhood shopping center containing a total of
58,400 sq. ft of gross leasable area and associated site improvements. The
shopping center is considered to be in good condition and functionally designed
for their intended use.

PHYSICALLY POSSIBLE AND LEGALLY PERMISSIBLE - The subject improvements are
situated on a site containing 11.51 acres or 501,376 sq. ft. of land. The
improvements generate a land-to-building ratio of 8.58 based on the total gross
leasable area. The land-to-building ratio allows for an ample amount of on-site
parking. Additionally, a retail use, such as the existing improvements is
allowable without exception under the sites current C-3 zoning classification.

FINANCIALLY FEASIBLE AND MAXIMALLY PRODUCTIVE - Subsequent sections of this
report indicate a site value of $420,000 as if vacant and developable to its
highest and best use. The three approaches to value produced indications of
value from $4,670,000 to $5,050,000. Hence, the existing improvements appear to
contribute significantly to overall property value. Therefore, the focus of this
analysis will be on the property "as improved". No other use or development
option, as of the effective date of value, would appear to generate a higher
return to the land.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

THE APPRAISAL PROCESS                                                         22

The appraisal process is a procedure for estimating the market value of real
property. This process involves gathering all pertinent information available
from the market which may influence the value of the subject property. This data
is then utilized in forming an estimate of value based upon the three generally
accepted approaches to value. These three approaches are the Cost Approach, the
Income Approach, and the Direct Sales Comparison Approach.

COST APPROACH

The Cost Approach is defined as that approach in appraisal analysis which is
based upon the proposition that an informed purchaser would pay no more than the
cost of producing a substitute property with the same utility as the subject
property. It is assumed that the potential purchaser considers producing a
substitute property with the same utility as the property being appraised. This
analysis involves the cost to buyer of producing an exact replica of the subject
property, in the same location and condition as the subject property, as of the
effective date of the appraisal.

The application of the Cost Approach involves the following steps:

1.   Estimating value of the site as if vacant and available to be put to its
     highest and best use.

2.   Estimating the reproduction cost new of the improvements.

3.   Estimating all elements of accrued depreciation.

4.   Subtracting the total accrued depreciation from the reproduction cost new
     of the improvements (resulting in an estimate of the present worth of the
     improvements).

5.   Adding the present worth of all the improvements (including site
     improvements) to the estimated site value.

6.   Rounding the figure to an appropriate indication of value.

The major limitations of the Cost Approach is its reliance upon an estimation of
accrued depreciation. Generally, the older the property and the higher the
estimate of accrued depreciation, the less reliable becomes the value indication
from this approach. This is particularly critical in the valuation of older
properties that normally incur greater amounts of depreciation. The Cost
Approach is particularly appropriate when the property being appraised involves
relatively new improvements which represent the highest and best use of the site
or when the improvements are relatively unique or specialized and there is
limited or a total lack of comparable properties which have sold recently.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

THE APPRAISAL PROCESS - (CONTINUED)                                           23

INCOME ANALYSIS

The Income Analysis is defined as that procedure in appraisal analysis which
converts anticipated benefits (dollar income or amenities) to be derived from
the ownership of property into a value estimate. Anticipated future income
and/or reversions are discounted to a present-worth figure through the
capitalization process.

This analysis requires an estimate of market rent based upon comparable rent of
leased properties. This rental estimate is a gross amount and all expenses to
real estate are deducted. These expenses include vacancy and rent loss which,
when subtracted from the gross income, produces the effective gross income.
Other expenses include real estate taxes, management cost, insurance cost, and
maintenance expense. If applicable, a reduction would also be made for services
and utilities. All expense estimates are obtained from the market by comparison
to similar structures.

After all expenses have been subtracted from the gross income, the resulting
figure is the net operating income, which will be capitalized into value. The
capitalization rate is derived from actual sales that have occurred in the
market place. The sales are analyzed in order to estimate the net operating
income of the property. After the net operating income is estimated, it is
divided by the sales price to provide an indication of the overall
capitalization rate. Capitalization rates can also be built up from the market
factors considered most applicable to income-producing properties. After the net
operating income and the capitalization rate are estimated, the net income is
then capitalized into a value indication by the applicable capitalization
technique.

DIRECT SALES COMPARISON APPROACH

The Direct Sales Comparison Approach is defined as that approach in an appraisal
analysis which is based upon the proposition that an informed purchaser would
pay no more for the property than the cost to him of acquiring an existing
property with the same utility. Presumably, the potential purchaser considers
the alternatives that are available to him and then makes a rational decision
based upon the information he has about those alternatives that are available to
him and then makes a rational decision based upon the information he has about
those alternatives.

The application of the Direct Sales Comparison Approach involves selecting a
number of competitive properties which have recently sold on the market. The
information derived from this section is analyzed through an adjustment process
which develops indications of what the competitive properties would have sold
for if they possessed all the important characteristics of the subject property.
These indications fall into a pattern surrounding one figure which, when
appropriately rounded, is an indication of the market value of the subject
property as of the date of the appraisal.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

THE APPRAISAL PROCESS - (CONTINUED)                                           24

The reliability of this approach is dependent upon the availability and
verification of the comparable sales data. The degree of comparability between
the competitive properties and the subject, and the absence of non-typical
conditions affecting the sales price of those properties are also important
items that are considered. Therefore, this approach is particularly applicable
when an active market provides sufficient quantities of reliable data which can
be verified from authoritative sources.

RECONCILIATION ANALYSIS

The reconciliation analysis is an evaluation process where the appraiser
carefully evaluates value indications from each of the three approaches. The
reliability of each approach to the present appraisal problem is examined and
weight is given to the accuracy, reliability, quantity of data available for use
in each approach, and the approach in which the market participant typically has
the greatest confidence.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

LAND VALUE - DIRECT COMPARISON                                                25

The subject site is valued by direct comparison with recent sales of other
commercial sites in the Auburn/Opelika area. Each of the sales analyzed on the
basis of their location and utility relative to the subject. Sales considered
include:

SALE #1

Address/Location:          Pepperell Corners Shopping Center
                           U.S. Highway 280 and Opelika Road
                           Opelika, Alabama
Grantor:                   West Point Pepperell, Inc.
Grantee:                   Pepperell Corners, Ltd.
Sale Date:                 4/22/92
Sale Price:                $2,100,000
Cash Equiv Price:          $2,300,000
Terms:                     Seller financing with an interest carry for one year.
                           Grantee estimates the added cost to be $200,000
Recorded:                  Deed Book 1659, Page 80 Lee County
Verified With:             Sheldon Whittelsey, JDN Enterprises, Grantee
Verified By:               Jeffrey T. Miller, H.J. Porter & Associates
Date Verified:             05\26\1993
Rights Conveyed:           Fee simple title
Land Size:                 Acres: 60.0              Square Feet: 2,613,600
Zoning:                    R-4, Medium Density Residential
Highest & Best Use:        Commercial
Use At Sale:               Vacant
Topo/Drainage:             Level/Typical of the area
Access/Visibility:         Good/Excellent
Utilities:                 All available
Remarks:                   The property was rezoned for commercial use after 
                           the sale. It is presently improved with the
                           Pepperell Corners Shopping Center anchored by 
                           WalMart, Lowes, and Winn-Dixie. Fast food 
                           restaurants and banks have been developed on 
                           the property's outparcels.
Indicators of Value:       PRICE PER ACRE:      $38,333


                                                  H.J. Porter & Associates, Inc.
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    26

SALE #2

Address/Location:          Auburn Ford-Lincoln Mercury
                           2305 South College Street
                           Auburn, AL
Grantor:                   Thomas Lynwood Pace, Jr.
Grantee:                   Auburn Ford Lincoln Mercury, Inc.
Sale Date:                 01\28\1994
Sale Price:                $435,000
Cash Equiv Price:          $435,000
Terms:                     Cash to seller
Recorded:                  Deed Book 1821 Page 121 Lee County
Verified With:             Russell Lee, Auburn Ford 2058878571
Verified By:               H.J. Porter, Jr., MAI
Date Verified:             06\16\1994
Rights Conveyed:           Fee simple title
Land Size:                 Front Ft:    434.00     Avg Depth (Ft):     500
                           Acres: 10.0000         Square Feet:       435,600
Zoning:                    R-Rural, changed to DD-Development District after
                           purchase
Highest & Best Use:        Commercial
Use At Sale:               Vacant
Topo/Drainage:             Rolling; Adequate
Access/Visibility:         Good; Good
Utilities:                 All except sewer
Remarks:                   Property also has side frontage of 488' on Angeline
                           Dr. (to be installed by City). Drainage ditch crosses
                           property and must be covered to allow development.
                           Property is irregular shape but has good interstate
                           frontage.
Indicators of Value:       PRICE PER ACRE:      $43,500


                                                  H.J. Porter & Associates, Inc.
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    27

SALE #3

Address/Location:          Betts Crossing Shopping Center (Subject)
                           S/E corner of Foxrun Pkw & U.S. Hwy 29
                           Opelika, AL
Grantor:                   Robert A. Betts
Grantee:                   Opelika Partners, Ltd.
Sale Date:                 03\15\1995
Sale Price:                $417,300
Cash Equiv Price:          $417,300
Terms:                     $100,000 down with balance due after 1/10/96.
                           Interest paid quarterly @ 10%. Buyer had cash, seller
                           didn't want cash. No effect on price.
Recorded:                  Deed Book 1931, Page 42 Lee County
Verified With:             Jimmy Collins, Selling Agent 3347491221
Verified By:               Mark G Johnstone
Date Verified:             05\17\1995
Rights Conveyed:           Fee simple title
Land Size:                 Acres: 14.5500            Square Feet: 633,798
Zoning:                    C-3, General Commercial District
Highest & Best Use:        Commercial
Use At Sale:               Vacant (small barn 100% dep.)
Topo/Drainage:             Downslopes to northeast/Adequate
Access/Visibility:         Good/Good
Utilities:                 All available
Remarks:                   Site was developed with the Betts Crossing Shopping
                           center anchored by Winn-Dixie.
Indicators of Value:       PRICE PER ACRE:   $28,680


                                                  H.J. Porter & Associates, Inc.
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    28

Sale #4

Address/Location:          North Side U.S. Hwy 29 West of U.S. Hwy 280
                           Opelika, AL
Grantor:                   Pepperell Corners, Ltd.
Grantee:                   Jerry H. Parish and Greg H. Parish
Sale Date:                 02\23\1996
Sale Price:                $650,000
Cash Equiv Price:          $650,000
Terms:                     Cast to seller
Recorded:                  Deed Book 2021, Page 50 Lee County
Verified With:             Greg Parish, Grantee
Verified By:               Mark G Johnstone
Date Verified:             05\17\1996
Rights Conveyed:           Fee simple title
Land Size:                 Acres:     8.00     Square Feet:     348,480
Zoning:                    C-3, General Commercial District
Highest & Best Use:        Commercial
Use At Sale:               Vacant
Topo/Drainage:             Front level, rear rolling/Adequate
Access/Visibility:         Good/Good
Utilities:                 All available
Remarks:                   The purchaser improved the front 1.71 acres with a
                           mini mall convenience store and plans to
                           subdivide the rear acreage. Access to the rear 
                           of the property is through the
                           newly dedicated 26th Street.
Indicators of Value:       PRICE PER ACRE:      $81,250


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]
                          [MAP OF THE AUBURN/OPELIKA]

                                 LAND SALES MAP
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    29

Land Sales 1 through 4 detailed above are compared to the subject's shopping
center site and adjusted to the subject for notable differences. These
adjustments are made in the adjustment grid below.

<TABLE>
<CAPTION>
===============================================================================================================================
                                                    LAND SALES COMPARISON GRID
===============================================================================================================================
Comp. Number                Subject                          #1                   #2                   #3                    #4
- -------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                <C>                      <C>                    <C>                   <C>     
Grantor                                         West Point Pep.                 Pace                Betts             Pep. Cnrs
Grantee                                               Pep. Cnrs          Auburn Ford            Op. Ptns.                Parish
Location                                            U.S. 280/29           S. College            FoxRun/29               U.S. 29
City                                                    Opelika               Auburn              Opelika               Opelika
Sale Price                                           $2,300,000             #435,000             $417,300              $650,000
Date of Sale                 8/4/97                     4/22/92              1/28/94              3/15/95               2/23/96
Size (Sq. Ft.)                11.51                       60.00                10.00                14.55                  8.00
Price/Unit                                              $38,333              $43,500              $28,680               $81,250
===============================================================================================================================
ADJUSTMENTS                                                  #1                   #2                   #3                    #4
- -------------------------------------------------------------------------------------------------------------------------------
Conditions of Sale                                       Normal               Normal               Normal                Normal

Market Conditions
(Time) @3.0% /year                                        15.9%                10.5%                 7.2%                  4.3%
Preliminary Adj. Unit Price                             $44,414              $48,091              $30,738               $84,776
===============================================================================================================================
PHYSICAL DIFFERENCES                                         #1                   #2                   #3                    #4
- -------------------------------------------------------------------------------------------------------------------------------
  Location                                               -25.0%               -25.0%                 0.0%                -50.0%
  Size                                                    13.0%                -1.0%                 2.0%                 -3.0%
                                                         -----                -----                  ---                 ----- 
Subtotal-Physical                                        -12.0%               -26.0%                 2.0%                -53.0%
===============================================================================================================================
FINAL ADJ. UNIT PRICE                                   $39,084              $35,587              $31,353               $39,845
===============================================================================================================================
</TABLE>

The comparable sales listed above were adjusted to the subject for:

Conditions of Sale:     All sales were normal arm's length transactions that 
                        required no adjustments.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    30

Time:          A time adjustment of 3% per year was applied to the comparable
               land sales after discussions with knowledgable real estate
               brokers and market participants. Given the growth of the
               Auburn/Opelika area this rate of increase appears to be
               reasonable.

Location:      Comparable Land Sale No.1 is located in the U.S. Highway 280 and
               29 area which has become the new commercial core of Opelika. The
               location of this sale is considered to be superior relative to
               the subject. A downward adjustment of 25% was applied to this
               comparable for location. Comparable Land Sale No.2 is located on
               South College Street with easy access and visibility from
               Interstate 85. Its location is considered to be superior relative
               to the subject. A downward adjustment of 25% was applied to this
               comparable for location. Comparable Land Sale No.3 is the
               purchase of the subject property. No adjustment for location was
               made to this sale. Comparable Land Sale No. 4 is located adjacent
               to Comparable Land Sale No. 1. It was purchased after the
               development of the WalMart power center. A 50% downward
               adjustment was applied to this comparable because of the
               influence of the adjacent power center.

Size:          All sales were adjusted to a 95% curve using the Dilmore Size
               adjustment table. This table is based on the fact that a
               property's price per unit is generally inversely related to its
               size.

The comparable sales after adjustment, indicate a range of value from $31,353 to
$39,845 per acre. The low end of the range is the time adjusted sale price of
the subject. Without this sale the range increases and narrows the range of
value indicators from $35,587 to $39,845. From this narrower range, a unit value
of $36,500 was estimated for the subject.

Based on these adjusted sales, the subject site, "As if Vacant", is valued as:

================================================================================
                       ESTIMATED LAND VALUE - AS IF VACANT
================================================================================
   11.51  Acres @          $36,500.0         per Acre           =     $420,115

                                                      ROUNDED:        $420,000
================================================================================


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              31

COST APPROACH TO VALUE

The cost factors used are from the Marshall Valuation Service, a national cost
service indexed to the Auburn/Opelika market and found to be reliable and
consistent with costs incurred by builders within the area. The cost factors
from this cost service are inclusive of architect/engineering fees, construction
period interest, contractors overhead and profit, and normal site prep costs.
Excluded are site improvements such as paving, landscaping, etc., land costs,
and indirect costs such as developers profit and permanent loan fees.

Calculations of total building reproduction costs are:

================================================================================
                          ESTIMATED REPRODUCTION COSTS
================================================================================
ESTIMATED REPRODUCTION COST NEW - MARKETS

Good Class "C" - Sec 13, Pg 19

Base Cost                                     $63.05

Current Cost Multiplier          x             1.050

Local Cost Multiplier            x             0.850

Perimeter Multiplier             x             1,000

                         44,000  Sq. Ft. @    $56.27   per Sq. Ft. =  $2,475,880


ESTIMATED REPRODUCTION COST NEW - NEIGHBORHOOD SHOPPING CENTER

Good Class "C" - Sec 13, Pg 27

Base Cost                                     $46.08

Current Cost Multiplier          x             1.050

Local Cost Multiplier            x             0.900

Perimeter Multiplier             x             0.950

                         14,400  Sq. Ft. @    $41.37   per Sq. Ft. =    $595,700
                                                                      ----------
TOTAL ESTIMATED REPRODUCTION COST                                     $3,071,580
================================================================================

INDIRECT COST

Indirect costs including developer's fee/entrepreneurial profit and permanent
loan fees are added to the subject's direct cost to estimate the total value of
the subject property via the Cost Approach. Developer's fee/Entrepreneurial
profit is added at 20% based upon sales of new


                                                  H.J. Porter & Associates, Inc.
<PAGE>

COST APPROACH TO VALUE - (CONTINUED)                                          32

INDIRECT COST (CONTINUED)

shopping centers and discussions with Developers and Brokers, and with
consideration given to the cross collateralization of the portfolio of retail
properties of which the subject is a part. Permanent loan fees are added at the
amount typically charged by lenders - 2% of the loan amount (1% construction -
1% permanent).

DEPRECIATION AND OBSOLESCENCE

Incurable physical deterioration identifies items of deterioration that cannot
be practically or economically corrected at present. For the purposes of this
analysis, incurable physical deterioration has not been classified as being
either long or short lived. A long-lived item is a building component that is
expected to have a remaining economic life that is the same as the remaining
economic life of the structure. A short-lived item is a building component that
is expected to have a remaining economic life that is shorter than the remaining
life of the structure. In this instance separating the items of incurable
physical deterioration into long and short lived items would serve little or no
useful appraisal purpose because of the overall age of the improvements.

In the case of the subject improvements, incurable physical deterioration has
been estimated using the age/life concept in that we estimate the improvements
to have an effective age of approximately 1 year, from a total estimated
economic life of approximately 40 years. Therefore, it is estimated that the
improvements suffer from incurable physical deterioration, both long and
short-lived, of approximately 2.5 percent (1 year/40 years = 2.5 percent) of the
estimated Reproduction Cost New.

Functional obsolescence is a loss in value resulting from defects in design. The
defect may be curable or incurable. Curable functional obsolescence is measured
by the cost to cure the condition. Incurable functional obsolescence may be
caused by a deficiency or a superadequacy. A deficiency may be a component or
system that should be in the property but is not, or it may be a substandard or
defective component or system in the property that does not work properly. A
superadequacy is a component or system in the property that exceeds market
requirements and does not contribute to value an amount equal to its cost. Upon
inspection of the subject, no degree of functional obsolescence, either curable
or incurable, was noted.

External obsolescence is the diminished utility of a structure or project due to
negative influences from outside the site and can be caused by a variety of
factors, i.e., neighborhood declined, the property's location in a community,
state, or region; or market conditions. No degree of external obsolescence is
believed to be present in the subject improvements as of the effective date of
appraisal.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              


CONCLUSION TO COST APPROACH                                                   33

The calculation of value by the Cost Approach is presented in tabular form
below.

<TABLE>
<CAPTION>
====================================================================================================================================
                                                     VALUATION - COST APPROACH
====================================================================================================================================
<S>                                               <C>                             <C>       <C>            <C>          <C>       
DIRECT COST
Market Space                                      44,000 Sq. Ft. x                          $56.27   per Sq. Ft. =      $2,475,880
Local Space                                       14,400 Sq. Ft. x                          $41.37   per Sq. Ft. =        $595,700
                                                                                                                        ----------
Total Reproduction Cost of Structures                                                                                   $3,071,580

LESS DEPRECIATION:                                                                         Curable       Incurable
                                                                                           -------       ---------
  Physical                                                                                      $0         $76,790
  Functional                                                                                    $0              $0
  External                                                                                      $0              $0
  Total                                                                                         $0              $0         $76,790
                                                                                                                        ----------
Depreciated Cost of Shopping Center                                                                                     $2,994,791

Add: Site Improvements                               Area                  Cost/Sq. Ft.     % Dep.        Cost New
                                                     ----                  ------------     ------        --------
  Asphalt Paving                          234,000 Sq. Ft.                         $1.50       5.0%        $333,450
  Concrete Paving                          18,480 Sq. Ft.                         $1.75       5.0%         $30,723
  Concrete Curbs                            3,020 Sq. Ft.                         $7.50       5.0%         $21,518
  Light Poles                                      8 Each                        $2,500       5.0%         $19,000
  Landscaping/Signage                                                                                      $25,000
Total Site Improvements                                                                                   --------       $429,691
                                                                                                                        ----------
Total Depreciated Cost New                                                                                              $3,424,482

INDIRECT COST
  Developer's Fee                                   20.0% of Total Cost/Land                              $768,896
  Permanent Loan Fees @                              2.0% of Loan Amount
                (Loan basis =                       80.0% of Land/Bldg Cost)                               $61,512
TOTAL INDIRECT COST                                                                                       --------        $830,408
                                                                                                                        ----------
TOTAL REPRODUCTION COST NEW                                                                                             $4,254,890
LAND VALUE (FROM PREVIOUS SECTION)                                                                                        $420,000
                                                                                                                        ----------
PRELIMINARY VALUE BY COST -                                                                                             $4,674,890
                                                                                         (ROUNDED)                      $4,670,000
====================================================================================================================================
</TABLE>


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              34
INCOME APPROACH TO VALUE

As a primary approach to value for the subject, the subject's net operating
income is capitalized into a value estimate by use of an overall capitalization
rate. In arriving at a net operating income, consideration is given to rentals
and expenses which are incurred in the operation of the property.

CONTRACT INCOME

The subject property is currently occupied by Winn-Dixie (44,000 Sq. Ft.),
Premiere Video (6,000 Sq. Ft.). All but 1,800 sq. ft. of the 8,400 sq. ft.
of local shop space is occupied The vacancy amounts to an overall occupancy
rate of 96.9% and a local shop vacancy of 21.4%. The following chart
contains a summary of the contract rents generated by the subject property
as of the date of appraisal. Summaries of each lease are included as
exhibits in the Addendum of this report.

================================================================================
                         SUMMARY OF CONTRACT/MARKET RENT
================================================================================
Tenant                          Sq. Ft.         Rent/Sq. Ft.         Annual Rent
- --------------------------------------------------------------------------------
Winn-Dixie                       44,000                $7.75            $341,000
Premiere Video                    6,000                $8.50             $51,000
Anders Book Store                 1,800               $10.00             $18,000
Sally Beauty                      1,500               $10.50             $15,750
Only A Buck                       2,400               $10.00             $24,000
Fifth Avenue Cleaners               900               $12.00             $10,800
Vacant                            1,800                   NA                  NA
                                 ------                                 --------
Total                            58,400                                 $460,550
================================================================================

The two anchors, Winn-Dixie and Premier Video, lease space in the subject for
$7.75 and $8.50 per sq. ft. respectively. To determine whether the anchor leases
are representative of market rents for similar food and secondary anchors such
as video stores, the contract rents were compared to grocery and drug store
leases in the States of Alabama, Georgia, and Tennessee. A summary of those
leases appears in the following chart.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        35

CONTRACT INCOME (CONTINUED)

================================================================================
                   SUMMARY OF RENT COMPARABLES - SUPERMARKETS
================================================================================
Tenant        Location             Year Leased    Size (Sq. Ft.)    Rent/Sq. Ft.
- --------------------------------------------------------------------------------
Winn-Dixie    Alabaster, AL               1993            44,000           $6.50
Winn-Dixie    Panama City, FL             1993            44,000           $7.15
Winn-Dixie    Moody, AL                   1993            44,000           $7.00
Winn-Dixie    Chalkville, AL              1994            51,250           $6.50
Winn-Dixie    Alexander City, AL          1994            44,000           $6.75
Winn-Dixie    Chattanooga, TN             1994            44,000           $7.05
Winn-Dixie    Anniston, AL                1995            44,000           $7.70
Winn-Dixie    Birmingham, AL              1995            44,000           $6.95
Winn-Dixie    Mobile, AL                  1996            51,282           $8.00
Winn-Dixie    Dalton, GA                  1996            44,000           $9.26
Winn-Dixie    Trussville, AL              1996            44,000           $8.15
Winn-Dixie    Mobile, AL                  1997            44,000           $9.00
Winn-Dixie    Mobile, AL                  1997            44,000           $8.85
Winn-Dixie    Fairhope, AL                1997            51,282           $9.25
Winn-Dixie    Phenix City, AL             1987            45,500           $6.77
Winn-Dixie    Phenix City, AL             1995            44,000           $7.50
================================================================================
WINN-DIXIE    OPELIKA, AL                 1997            44,000           $7.75
================================================================================


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        36

CONTRACT INCOME (CONTINUED)

================================================================================
                 SUMMARY OF RENT COMPARABLES - SECONDARY ANCHORS
================================================================================
Tenant             Location          Year Leased   Size (Sq. Ft.)   Rent/Sq. Ft.
- --------------------------------------------------------------------------------
Drugs For Less     Birmingham, AL           1993           18,000          $7.50
Harco Drugs        Birmingham, AL           1993           12,876          $5.95
Harco Drugs        Pell City, AL            1993            9,100          $7.50
Harco Drugs        Alabaster, AL            1993            9,100          $8.50
Big B Drugs        Chattanooga, TN          1994            8,470          $7.00
Harco Drugs        Tuscaloosa, AL           1994           10,160          $7.90
Big B Drugs        Phenix City, AL          1995           15,500          $4.75
Revco Drugs        Anniston, AL             1995            9,240          $7.75
Drugs For Less     Birmingham, AL           1995           18,000          $7.00
Revco Drugs        Dalton, GA               1996            8,450          $9.75
Harco Drugs        Mobile, AL               1997           10,125          $8.25
Harco Drugs        Opp, AL                  1997           10,125          $8.25
Big B Drugs        Phenix City, AL          1988           10,950          $8.00
Revco Drug         Phenix City, AL          1988            9,000          $6.75
================================================================================
PREMIERE VIDEO     OPELIKA, AL              1995            6,000          $8.50
================================================================================

The contract rents for Winn-Dixie and Premiere Video, like most signature
stores, are a function of the development cost and negotiations between the
developer and tenant. The Winn-Dixie rent at $7.75 per sq. ft. and Premiere
Video rent $8.50 are within the range of similar food and secondary anchor
rental rates as illustrated in the previously presented tables. Therefore, they
are considered to be commensurate with current market rents.

LOCAL SHOP RENT

To determine whether the current shop space rents are commensurate with local
market rents as well as to determine the market rent for the 1,800 sq. ft.
currently vacant. A survey of four shopping centers in the Auburn/Opelika City
area were surveyed. The results of that survey are contained on the following
pages.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        37

LOCAL RENT COMPARABLE NO. 1

PROJECT:                Pepperell Corners          SURVEY DATE: 02\03\1997
LOCATION:               Pepperell Pkw & Hwy 280    PHYSICAL INSPECTION: 08\13\97
SECTOR:                 Opelika, AL                SURVEYED BY: Philip J. Minor
TYPE CENTER:            Community Center           PHOTO DATE: 08\04\1997
COMPANY:                JDN Realty
AGENT:                  Andrew Rothfeder           PHONE: (404) 262-3252
BUILDING AREA:          306,224
LEASABLE AREA:          306,224         MAJOR:     258,504 SF
                                        NON-MAJOR: 47,720 SF
TOTAL:                  306,224 SF
CONDITION:              Good
# PARKING SPACES:       UKN
VISIBILITY:             Excellent
ACCESSIBILITY:          Excellent
MAJOR TENANT:           1. Wal-Mart                 3.  Winn Dixie
                        2. Lowes                    4.  Goody's
NON-MAJOR TENANT:       1. Fashion Bug              8.  Old English Cleaners
                        2. Dale's Hallmark Shop     9.  Dollar Tree
                        3. Headstart                10. Ruby's Chinese Rest.
                        4. First Family Financial   11. Beltone Hearing
                        5. Golden Beauty Supply     12. Norwest Financial
                        6. Fast Rental              13. Regency Jewelers
                        7. Pic 'N Pay               14. Big "B"
SF AVAIL.:              MAJOR:          0 SF       0.00%
                        NON-MAJOR:      2,400 SF   5.03%
LEASE TERMS:            3 - 5 years
TAX:                    Pass thru

INSURANCE:              Pass thru
CAM:                    Pass thru
TI ALLOWANCE:           Negotiable (Vanilla base)

PERCENTAGE RENTS:       Varies
CPI:                    Varies
CONCESSIONS:            None
STEP RENT:              UKN
RENT RANGE ASKING:      Non-Anchor: $12.00
RENT RANGE EXISTING:    Non-Anchor: $8.64-11.03   Anchor: $4.26-6.50
AVERAGE LEASE TERM:     Non-Anchor: 3 - 5 years   Anchor: 15 - 20 years
OWNERSHIP/NAME          Pepperell Corners, Ltd.
YEAR CONSTRUCTED:       1993
YEAR OCCUPIED:          1993
OUTPARCELS              1.  Super Lube         3.  Taco Bell
                        2.  Hardee's           4.  1st Nat. Bk of Opelika


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        38

LOCAL RENT COMPARABLE NO. 2

PROJECT:                Parkway Shopping Center    SURVEY DATE: 02/03/1997
LOCATION:               2nd Avenue                 PHYSICAL INSPECTION: 08/08/97
SECTOR:                 Opelika, AL                SURVEYED BY: Philip J. Minor
TYPE CENTER:            Neighborhood Strip         PHOTO DATE: 08\08\1997
COMPANY:                JP Properties
AGENT:                  Louise Jennings            PHONE: (770) 352-0056
BUILDING AREA:          62,634
LEASABLE AREA:          62,634        MAJOR:       41,239 SF
                                      NON-MAJOR:   21,395 SF
TOTAL:                  62,634 SF
CONDITION:              Average
# PARKING SPACES:       238                        #/1000 SF:   3.80
VISIBILITY:             Good
ACCESSIBILITY:          Good
MAJOR TENANT:           1.  Kroger
NON-MAJOR TENANT:       1.  Movie Gallery
                        2.  Ware Jewelers
                        3.  Little Caesars
                        4.  H & R Block
                        5.  New China Chinese
                        6.  Radio Shack
                        7.  Total Home Care
                        8.  Bank Note Cafe II
SF AVAIL.:              MAJOR:       0 SF     0.00%
                        NON-MAJOR:   0 SF     0.00%
LEASE TERMS:            3 - 5 years
TAX:                    Pass thru
INSURANCE:              Pass thru
CAM:                    Pass thru
TI ALLOWANCE:           Neg.(Free rent 3 months)
PERCENTAGE RENTS:       Negotiable
CPI:                    None
CONCESSIONS:            None
STEP RENT:              $1.00 /SF/Yr
RENT RANGE ASKING:      Non-Anchor: $7.00-$8.00
RENT RANGE EXISTING:    Non-Anchor: $8.00 (Avg)            Anchor: $5.55-$5.65
AVERAGE LEASE TERM      Non-Anchor: $3 - 5 years           Anchor: 20 years
REMARKS:                Base rent starts around $7.00 and increases to around
                        $9.00 over 3 year lease period (Add $1.00 to corner 
                        locations).
OWNERSHIP/NAME:         Not disclosed
YEAR CONSTRUCTED:       1981
YEAR OCCUPIED:          1981
OUTPARCELS:             None


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        39

LOCAL RENT COMPARABLE NO. 3

<TABLE>
<S>                     <C>                               <C> 
PROJECT:                The Shops @ Crooked Creek S.C.    SURVEY DATE: 02\03\1997
LOCATION:               817 Columbus Parkway              PHYSICAL INSP.: 08\08\1997
SECTOR:                 Opelika, AL                       SURVEYED BY: Philip J. Minor
TYPE CENTER:            Neighborhood Strip                PHOTO DATE: 08\08\1997
COMPANY:                Helms Roark
AGENT:                  Shelia Sheehan                    PHONE: (334) 264-1102
BUILDING AREA:          34,660
LEASABLE AREA:          34,660         MAJOR:       0 SF
                                       NON-MAJOR:   34,660 SF
TOTAL:                  34,660 SF
CONDITION:              Fair to average
# PARKING SPACES:       233                         #/1000 SF:   6.72
VISIBILITY:             Good
ACCESSIBILITY:          Good
COMMENTS:               The property is separated by a regional grocer, Food Wood.
                        Additionally to the west is a 60,000 sq. ft. Bud's Discount
                        Store (formerly Wal-Mart).
MAJOR TENANT:           N/A
NON-MAJOR TENANT:       1. Dollar General
                        2. Nutra/System
                        3. Adventure Video
                        4. Debonaire'
                        5. LA Oriental Food Mart
                        6. Sunrise Oriental Rest.
                        7. Its Fashions
COMMENTS:               The Dollar General store is leasing a large space, however,
                        it is not considered to be an anchor.
SF AVAIL.:              MAJOR:             0 SF                0.00%
                        NON-MAJOR:         9,610 SF            27.73%
LEASE TERMS:            Most leases were 1-3 years & have expired. Month to month.
TAX:                    Pass thru
INSURANCE:              Pass thru
CAM:                    Pass thru
TI ALLOWANCE:           Vanilla box
PERCENTAGE RENTS:       None
CPI:                    None
CONCESSIONS:            2 months free rent
STEP RENT:              None
RENT RANGE ASKING:      Non-Anchor: $6.00-7.00
RENT RANGE EXISTING:    Non-Anchor: $2.94-7.65
AVERAGE LEASE TERM      Non-Anchor: Month to Month
REMARKS:                Many of these tenants leases have expired and are on month to
                        month leases. They continue to pay pass thru expenses.
OWNERSHIP/NAME:         Helms-Roark Co.
YEAR CONSTRUCTED:       1986
YEAR OCCUPIED:          1986
OUTPARCELS:             1 vacant
</TABLE>


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        40

LOCAL RENT COMPARABLE NO. 4

PROJECT:               University Crossing       SURVEY DATE: 02\03\1997
LOCATION:              E. Glenn Ave & E Univ Dr  PHYSICAL INSPECTION: 08\08\1997
SECTOR:                Auburn, AL                SURVEYED BY: Philip J. Minor
TYPE CENTER:           Neighborhood Strip        PHOTO DATE: 08\08\1997
COMPANY:               Hayley-Redd
AGENT:                 Tom Hayley                PHONE: (334) 821-8624
BUILDING AREA:         67,500
LEASABLE AREA:         64,500             MAJOR:         44,000 SF
                                          NON-MAJOR:     20,500 SF
TOTAL:                 64,500 SF
CONDITION:             Good
# PARKING SPACES:      Ukn
VISIBILITY:            Good
ACCESSIBILITY:         Good
COMMENTS:              Proto-typical Winn-Dixie Shopping center.
MAJOR TENANT:          1.  Winn-Dixie
NON-MAJOR TENANT:      1.  Old English Dry Cleaners
                       2.  Jewelry by Design
                       3.  Travel Travel
                       4.  The Comic Strip
                       5.  Forr Your Floors
                       6.  American Speedy Printing
                       7.  W. Schuessler Law Office
                       8.  Cellular One
                       9.  Party Depot
                       10. Peachtree Natural Foods
SF AVAIL.:             MAJOR:        0 SF      0.00%
                       NON-MAJOR:    0 SF      0.00%
LEASE TERMS:           3-5 years with 1) 10 year lease.
TAX:                   Pass thru
INSURANCE:             Pass thru
CAM:                   Pass thru
TI ALLOWANCE:          Vanilla box
PERCENTAGE RENTS:      None
CPI:                   None
CONCESSIONS:           None
STEP RENT:             None
RENT RANGE ASKING:     Non-Anchor: $10.00
RENT RANGE EXISTING:   Non-Anchor: $9.00                 Anchor: $7.25
AVERAGE LEASE TERM     Non-Anchor: 3 years               Anchor: 20 years
OWNERSHIP/NAME:        Tiger Crossing
YEAR CONSTRUCTED:      1992
YEAR OCCUPIED:         1992
OUTPARCELS:            1.  Super Lube
                       2.  3 vacant


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]
                                     [MAP]


                               COMPARABLE RENTALS
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        41

LOCAL SHOP RENT (CONTINUED)

The local shop space rent comparables presented previously are adjusted to the
local shop space contained in the subject based on their individual
characteristics. The characteristics adjusted in the four properties are
location, age/condition, and anchor draw. The market rent comparison grid is
presented below:

<TABLE>
<CAPTION>
========================================================================================================================
                                          COMPARISON OF LOCAL SHOP RENT
========================================================================================================================
Local Rent No.                                      #1                  #2                     #3                     #4
- ------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                       <C>                  <C>                   <C>
Center Name                              Pepperell Cnr             Parkway              The Shops             Univ Cross
Local Shop Space                                47,720              21,395                 34,660                 20,500
Local Space Available                            2,400                   0                  9,610                      0
Local Shop Vacancy                                5.0%                0.0%                  27.7%                   0.0%
Average Shop Rent/Sq. Ft.                       $10.00               $8.00                  $6.50                 $10.00
========================================================================================================================
ADJUSTMENTS
- ------------------------------------------------------------------------------------------------------------------------
Location                                         $0.00               $0.00                  $0.00                  $0.00
Age/Condition                                    $0.00               $2.00                  $2.00                  $0.00
Anchor Draw                                      $0.00               $0.00                  $1.50                  $0.00
                                                                     -----                  -----                  -----
Total Adjustment                                 $0.00               $2.00                  $3.50                  $0.00
========================================================================================================================
ADJUSTED RENT/SQ.FT.                            $10.00              $10.00                 $10.00                 $10.00
========================================================================================================================
</TABLE>

LOCATION:      All of the local rent comparables are considered to be well
               located sites similar to the subject. Therefore, no adjustment
               for location was considered appropriate.

AGE/CONDITION: Local Rent Comparable No. 1 and 4 are considered to be similar in
               overall age/condition as the subject. No adjustments for
               age/condition was considered appropriate for these comparables.
               Local Rent Comparables No. 2, and 3 were both considered to be
               inferior to the subject in terms of their overall age/condition.
               Upward adjustments of $2.00 per sq. ft. were applied to these
               comparables.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        42

LOCAL SHOP RENT (CONTINUED)

ANCHOR DRAW:   Local Rent Comparables No. 1, 2, and 4 are all anchored by
               grocery store chains. No adjustment for anchor draw was
               considered appropriate for these comparables. Local Rent
               Comparable No. 3 is an unachored center and therefore does not
               enjoy the retail traffic generated by an anchor tenant. An upward
               adjustment of $1.50 per sq. ft. was applied to this comparable
               for anchor draw.

The previously discussed local rent comparables produced a range of probable
market rents for the vacant 1,800 sq. ft. of local space in the subject of
$10.00 per square foot. Local Rent Comparables No. 1 and 4 were given the
greatest weight because they are considered to be the most similar to the
subject and required the least overall adjustment. Therefore, the most probable
market rent for the subject's vacant local space is determined to be $10.00 per
sq. ft. Similar to the other local tenants, in addition to the base market rent,
the tenant will be responsible for its pro-rata share of property taxes,
insurance, and common area maintenance charges.

EXPENSE CONTRIBUTIONS

According to the lease encumbering the Winn-Dixie improvements and supporting
land, Winn-Dixie is responsible for all of the expenses incurred in the
operation and maintenance of their supermarket. These expenses are to be paid
directly to the county, in the instance of ad valorem taxes, or to any other
vendor. Therefore, the ad valorem taxes, insurance, and common area maintenance
charges applicable to the Winn-Dixie space is not included in the Expense
Contributions.

Each local tenant is contractually obligated to contribute to the expenses
incurred in the operation of the shopping center. Their contributions amount to
their pro-rata share of the taxes, property insurance, and common area
maintenance expenses. These expenses are estimated later in this report and
summarized in the following charts.

                =================================================
                ESTIMATE OF EXPENSE CONTRIBUTIONS - LOCAL TENANTS
                =================================================
                   Taxes                              $ 5,363
                   Insurance                          $ 1,440
                   Common Area Maintenance            $ 6,480
                   Total Reimbursable                 $13,283
                   Total Sq. Ft                        14,400
                   Reimbursement/Sq. Ft               $  0.92
                =================================================


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        43

LOCAL SHOP RENT (CONTINUED)

VACANCY AND COLLECTION LOSS

Overall, the subject property is 96.9% leased as of the effective date of
appraisal. As of the date of appraisal one local shop space containing 1,800 Sq.
Ft. is currently vacant resulting in a local vacancy rate of 12.5% (1,800 Sq.
Ft. /14,440 Sq. Ft.). The subject is considered to be operating at a stabilized
occupancy based on other comparable properties in the Auburn/Opelika area. For
the purposes of this analysis, given the credit quality of the existing tenants,
a vacancy and collection loss factor of 10% of the potential gross income for
the non-major tenant, including expense contributions, has been incorporated
into this analysis.

EFFECTIVE GROSS INCOME

Given the preceding discussion, the Effective Gross Income for the subject is
estimated as follows:

<TABLE>
<CAPTION>
=============================================================================================================
                                      ESTIMATE OF EFFECTIVE GROSS INCOME
=============================================================================================================
<S>                                     <C>                                             <C>          <C>     
Potential Gross Income
  Winn-Dixie                            44,000  Sq. Ft. @     $7.75    per Sq. Ft. =                 $341,000
  Premiere Video                         6,000  Sq. Ft. @     $8.50    per Sq. Ft. =                  $51,000
  Local Contrat Rent                     6,600  Sq. Ft. @    $10.39    per Sq. Ft. =                  $68,550
  Market Rent                            1,800  Sq. Ft. @    $10.50    per Sq. Ft. =                  $18,900
                                                                                                     --------
Potential Gross Rental Income                                                                        $479,450
Expense Contributions
  Winn-Dixie                            44,000  Sq. Ft. @     $0.00    per Sq. Ft. =        $0
  Premiere Video                         6,000  Sq. Ft. @     $0.92    per Sq. Ft. =    $5,520
  Local Shops                            8,400  Sq. Ft. @     $0.92    per Sq. Ft. =    $7,728
                                                                                        ------
Total Expense Contributions                                                                           $13,248
                                                                                                     --------
Total Potential Gross Income                                                                         $492,698
Less Vacancy & Collection Loss
                                                        10% of Non-Major Potential Gross Income       $15,170
                                                                                                     --------
Effective Gross Income                                                                               $477,528
=============================================================================================================
</TABLE>


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        44

OPERATING EXPENSES

After estimating Effective Gross Income, all applicable expenses are deducted to
arrive at Net Operating Income. To estimate the appropriate expense levels,
statements from similar shopping centers are analyzed. The expense comparables
are presented on the following pages.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        45

COMPARABLE #1

Project Name:                 Delchamps Plaza South
Location:                     Skyland Boulevard
                              Tuscaloosa, Alabama
Year Built:                   1986                       GLA: 108,903 SF
Source:                       Yearn end statements
Type Center:                  Neighborhood Shopping Center
Analysis Year:                1996                       Analysis By: LHH

       Item                           Total              $/SF             %PGR
       ----                           -----              ----             ----
Effective Gross Rent:                 $751,676           $6.90            %
+ CAM/Reimbursements:                 $61,400            $0.56            %
+ Misc Income:                        $300               $0.00            %
                                      ----               -----            -
Effec. Gross Income:                  $813,376           $7.47            100.0%

Less Expenses:
 Management:                          $42,686            $0.39            5.2%
 Ad Valorem Tax:                      $39,174            $0.36            4.8%
 Insurance:                           $13,588            $0.12            1.7%
 Administration Expense:              $17,144            $0.16            2.1%
 CAM:                                 $25,322            $0.23            3.1%
 Utilities:                           $6,564             $0.06            0.8%
 Miscellaneous:                       $5,071             $0.05            0.6%
                                      ------             -----            --- 

Total Expenses:                       $149,549           $1.37            18.4%
                                      --------           -----            ---- 

Net Operating Income:                 $663,827           $6.10            81.6%
                                      ========           =====            ==== 

Comments:     Miscellaneous expense consists of travel and structural repair
              expenses


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        46

COMPARABLE #2

Project Name:                  Delchamps Plaza North
Location:                      MacFarland & Watermelon Road
                               Tuscaloosa, Alabama
Year Built:                    1986                      GLA:  59,389 SF
Source:                        Year end statements
Type Center:                   Neighborhood Shopping Center
Analysis Year:                 1995                      Analysis By:  DPM

       Item                           Total              $/SF             %PGR
       ----                           -----              ----             ----
Effective Gross Rent:                 $459,768           $7.74            100%
Less Vac/Credit Loss                  $603               $0.01            0.1%
                                      ----               -----            --- 
Effective Gross Rent                  $459,165           $7.73            99.9%
+ CAM/Reimbursements:                 $42,120            $0.69            8.9%
+ Misc Income:                        $3,439             $0.06            0.7%
                                      ------             -----            --- 
Effec. Gross Income:                  $503,724           $8.48            100.0%

Less Expenses:
 Management:                          $30,762            $0.52            6.1%
 Ad Valorem Tax:                      $33,939            $0.57            6.7%
 Insurance:                           $4,915             $0.08            1.0%
 Administration Expense:              $1,391             $0.02            0.3%
 CAM:                                 $41,892            $0.71            8.3%
 Utilities:                           $0                 $0.00            0.0%
 Miscellaneous:                       $8,765             $0.15            1.7%
                                      ------             -----            --- 

Total Expenses:                       $121,664           $2.05            24.2%
                                      --------           -----            ----- 

Net Operating Income:                 $382,060           $6.43            75.8%
                                      ========           =====            ==== 

Comments:     Utilities expense is included in CAM. Miscellaneous expense is
              non-pass through expense for building repair.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        47

COMPARABLE #3

Project Name:                  Stratford Square
Location:                      East Boulevard
                               Montgomery, Alabama
Year Built:                    1987                      GLA:  121,236 SF
Source:                        Year end statement
Type Center:                   Community Shopping Center
Analysis Year:                 1995                      Analysis By:  PJM

       Item                           Total              $/SF             %PGR
       ----                           -----              ----             ----
Effective Gross Rent:                 $771,843           $6.37            %
+ CAM/Reimbursements:                 $118,804           $0.98            %
+ Misc Income:                        $412               $0.00            %
                                      ----               -----            -
Effec. Gross Income:                  $891,079           $7.35            100.0%

Less Expenses:
 Management:                          $43,173            $0.36            4.8%
 Ad Valorem Tax:                      $47,541            $0.39            5.3%
 Insurance:                           $12,987            $0.11            1.5%
 Administration Expense:              $13,769            $0.11            1.5%
 CAM:                                 $53,488            $0.44            6.0%
 Utilities:                           $0                 $0.00            0.0%
 Miscellaneous:                       $5,650             $0.05            0.6%
                                      ------             -----            --- 

Total Expenses:                       $176,608           $1.46            19.8%
                                      --------           -----            ---- 

Net Operating Income:                 $714,471           $5.89            80.2%
                                      ========           =====            ==== 

Comments:     Miscellaneous expense includes $3,762 for on-site management and
              $1,888 for advertising and promotional expenses.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        48

COMPARABLE #4

Project Name:                  Confidential
Location:                      Central Alabama
Year Built:                    1978                      GLA: 62,510 SF
Source:                        Year End Statement
Type Center:                   Neighborhood Shopping Center
Analysis Year:                 1995                      Analysis By:  PJM

Item                                  Total              $/SF             %PGR
- ----                                  -----              ----             ----

Effective Gross Rent:                 $260,657           $4.17            100%
+ CAM/Reimbursements:                 $22,347            $0.36            %
+ Misc Income:                        $83                $0.00            %
                                      ---                -----            -
Effec. Gross Income:                  $283,087           $4.53            100.0%

Less Expenses:
 Management:                          $10,663            $0.17            3.8%
 Ad Valorem Tax:                      $21,172            $0.34            7.5%
 Insurance:                           $4,405             $0.07            1.6%
 Administration Expense:              $3,556             $0.06            1.3%
 CAM:                                 $25,305            $0.40            8.9%
 Utilities:                           $332               $0.01            0.1%
 Miscellaneous:                       $1,718             $0.03            0.6%
                                      ------             -----            --- 

Total Expenses:                       $67,151            $1.07            23.7%
                                      -------            -----            ---- 

Net Operating Income:                 $215,936           $3.45            76.3%
                                      ========           =====            ==== 

Comments:     Miscellaneous expense is for building repair and maintenance not
              passed through to tenants.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        49

================================================================================
                         SUMMARY OF EXPENSE COMPARABLES
================================================================================
EXPENSE COMPARABLE                        #1       #2       #3       #4      AVG
- --------------------------------------------------------------------------------
Effective Gross Income (Sq. Ft.)       $7.47    $8.48    $7.35    $4.53    $6.96
Less: Expenses
  Management (%)                        5.2%     6.1%     4.8%     3.8%     5.0%
  Ad Valorem Taxes (Sq. Ft.)           $0.36    $0.57    $0.39    $0.34    $0.42
  Insurance (Sq. Ft.)                  $0.12    $0.08    $0.11    $0.07    $0.10
  Administrative Expense (Sq. Ft.)     $0.16    $0.02    $0.11    $0.06    $0.09
  CAM (Sq. Ft.)                        $0.23    $0.71    $0.44    $0.40    $0.45
  Utilities (Sq. Ft.)                  $0.06    $0.00    $0.00    $0.01    $0.02
  Miscellaneous (%)                     0.6%     1.7%     0.6%     0.6%     0.9%
                                       -----    -----    -----    -----    -----
Total Expenses (Sq. Ft)                $1.37    $2.05    $1.46    $1.07    $1.49
                                       =====    =====    =====    =====    =====
Expense Ratio (%)                      18.4%    24.2%    19.8%    23.7%    21.5%
================================================================================

Based on these expense comparables and the owner's pro forma, the pertinent
expense categories in appropriate amounts are estimated below. Because Winn
Dixie is responsible for paying all operating expenses associated with their
store, the following expense estimates reflect expenses for the non-anchor
tenants only.

Management/Leasing:      The management fee of the comparable properties ranged
                         from 3.8% to 6.1%. As indicated previously, the subject
                         property is one of fifteen shopping centers in a cross
                         collateralized portfolio of retail properties under
                         single management. Considering economics of scale, the
                         subject's management fee is estimated at the low end of
                         the range at 4% of effective rental income.

Ad Valorem Tax:          The owners share of the ad valorem taxes have been
                         estimated in the Ad Valorem Tax section of this report
                         and utilized in the analysis that follows.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        50

OPERATING EXPENSES (CONTINUED)

Insurance:               Based upon the expense comparable information included
                         herein, the cost of insuring the subject's improvements
                         and the cost of liability insurance is estimated to be
                         $1,440 per year or $0.10 per square foot of the
                         Premiere Video and local shop space net leasable area.

Common Area Maintenance: The common area maintenance expense, including utility
                         expense for the parking and walkway areas, based on the
                         expense comparables has been estimated to be $6,480 per
                         year or $0.45 per sq. ft. of Premiere Video and local
                         shop space net leasable area.

Structural Maintenance:  Structural maintenance is estimated to be $.10 per
                         square foot of the net leasable area of the Premiere
                         Video and local shop space for a total annual amount of
                         $1,440 which is found to be similar to other
                         neighborhood shopping centers as well as typical
                         requirements by permanent lenders.

Miscellaneous Expenses:  Miscellaneous expenses for legal and accounting
                         services has been estimated to amount to 0.5% of the
                         effective gross income.

Based on the preceding, the total operating expenses are estimated to be $22,649
per year or $0.51 square foot of net leasable area. The total expense estimate
results in an operating expense ratio of 4.7% which is lower then the expense
comparables. However, if the applicable expenses paid directly by Winn-Dixie are
added, the subject's expense ratio is within the range of expense ratios
developed by the Operating Expense Comparables.

NET OPERATING INCOME

The Net Operating Income is calculated by subtracting the Operating Expenses
from the Effective Gross Income and is estimated at $454,879. The table on the
following page is a reconstructed operating statement for the subject
illustrating the previously discussed calculation of income and expenses.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        51

NET OPERATING INCOME (CONTINUED)

================================================================================
                           VALUATION - INCOME APPROACH
================================================================================
Potential Gross Rental Income                                           $479,450
Expense Contributions                                                    $13,248
                                                                        --------
Total Potential Gross Income                                            $492,698
Less Vacancy & Collection Loss
       10% of Total Non-Major Potential Gross Income                     $15,170
                                                                        --------
Effective Gross Income                                                  $492,698


Less Expenses:                        % of EGI   Per Sq. Ft.    Total
                                      --------   -----------    -----
  Management                              1.6%         $0.13   $5,538
  Ad Valorem Taxes                        1.1%         $0.12   $5,363
  Property Insurance                      0.3%         $0.10   $1,440
  Common Area Maintenance                 1.4%         $0.45   $6,480
  Structural Maintenance/Reserves         0.3%         $0.10   $1,440
  Miscellaneous                           0.5%         $0.09   $2,388

Total Expenses                                                           $22,649

Net Operating Income                                                    $454,879
================================================================================

CAPITALIZATION RATE

To estimate the subject's value via the Income Approach, the subject's
stabilized net operating income is capitalized with an overall capitalization
rate of 9.0%. The selected overall capitalization rate is based on several
methods of capitalization rate development with consideration given to the
non-terminable Winn Dixie leases, and the cross collateralization of the subject
property with the other fourteen shopping centers in the securitized portfolio
of retail properties. The capitalization rate development methods, which are
presented following the Income Approach Summary on the following page, includes
rates extracted from comparable sales, recently published investor surveys, and
three methods using mortgage and equity positions which include the Ellwood,
Band of Investment, and Debt Coverage Ratio methods.

Rates extracted from the comparable sales, none of which had non-terminable
leases, ranged from 9.57% to 10.20% with an average of 9,81% and the most recent
sale being at 9.64%. Published rates from the Second Quarter 1997, Korpacz Real
Estate Investor Survey for National Strip Shopping


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        52

CAPITALIZATION RATE - (CONTINUED)

Centers, ranged from 8.25% to 13.00% with an average rate of 9.84% which is
similar to the market extracted rates. The mid range rates from the three
mortgage/equity methods ranged from 8.90% to 9.24%. The rates developed with
mortgage equity factors reflect current conditions and declining interest rates.
The criteria used for these methods was taken from the above mentioned investor
survey and from interviews with mortgage brokers.

The High, Middle, and Low average of the five methods of capitalization rate
development are 10.25%, 9.31%, and 8.71% respectively. Based on this analysis
and the above considerations, the subject's overall capitalization rate is
estimated to fall between the Middle and Low range of the five methods.

Given the preceding, the value indication provided by the Income Approach can be
expressed as follows:

================================================================================
                                VALUE INDICATION
================================================================================
Net Operating Income    $452,548 Capitalized at          10.0%        $4,525,484
                                                     (ROUNDED)        $4,530,000
================================================================================


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        53

<TABLE>
=========================================================================================================================
                                       PROPERTY CAPITALIZATION RATE JUSTIFICATION
=========================================================================================================================
PROPERTY:     Betts Crossing Shopping Center

ADDRESS:      Opelika, Alabama

DATE:         August 4, 1997

<CAPTION>
                                                                          Pessimistic       Most Likely        Optimistic
                                                                          -----------       -----------        ----------
<S>                                                                            <C>               <C>               <C>  
                                                                          -----------------------------------------------
1. Market extracted rates for                                                  10.20%             9.81%             9.57%
   similar local properties                                               -----------------------------------------------


                                                                          -----------------------------------------------
2. Recent published cap rates                                                  13.00%             9.84%             8.25%
   used by institutional investors                                        -----------------------------------------------

Source: Korpacz 2nd Q, 1997

3. Ellwood method calculated rates
     11.55% = Eqty yield before tax 
            % Property appreciation (income) over
                  hold period =                                                -5.00%             0.00%             5.00%
     75.00% = Mortgage percent of value
      7.75% = Mortgage interest rate 
         20 = Mortgage term in years 
         10 = Investment holding period
      9.85% = Rm = Mortgage constant
     14.40% = Rmp = Mortgage constant over holding period 
     31.59% = P = Percent of mortgage paid off over hold period
      5.82% = SFF = Sink fund factor 
     37.18% = J factor

                                                                          -----------------------------------------------
            Calculated cap rate =                                               9.36%             8.90%             8.45%
                                                                          -----------------------------------------------
4. Band of Investment Method
        Mortgage percent to value                                              70.00%            75.00%            80.00%
           Mortgage constant (Rm)                                              10.35%             9.85%             9.35%
          Equity percent to value                                              30.00%            25.00%            20.00%
      Eqty cash on cash rate (Re)                                               8.00%             7.00%             6.00%
                                                                          -----------------------------------------------
            Calculated cap rate =                                               9.65%             9.14%             8.68%
                                                                          -----------------------------------------------
5. Debt Coverage Ratio Method
        Req'd debt coverage ratio                                                1.25              1.20              1.15
   Mortgage percent to value                                                   70.00%            75.00%            80.00%
                Mortgage constant                                              10.35%             9.85%             9.35%
                                                                          -----------------------------------------------
            Calculated cap rate =                                               9.06%             8.87%             8.60%
                                                                          -----------------------------------------------

=========================================================================================================================
</TABLE>


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              54

                                Explanatory Notes

                          Capitalization Rate Evidence


The accompanying chart illustrates 5 different sets of data or evidence as to
appropriate current property capitalization rates.

     Item # 1 Reflects the current range in capitalization rates in the local
     market based on actual sales - this information is historical in nature
     although there has been a fairly consistent pattern evident in this market
     over the years.

     Item # 2 Reflects actual cap rates used by large financial institutions in
     the acquisition and financing of major real estate projects. These rates
     are also historical in nature, but are based on properties of a magnitude
     atypical in this market area. Properties that would appeal to at least a
     regional and perhaps a national market of potential buyers.

     Item # 3 Reflects a calculated cap rate utilizing the Ellwood model on
     future expectations in income and property value growth and equity yield
     rates - explicit input assumptions are listed. This method is compelling
     when market mortgage and equity yield returns are predictable and property
     and income changes can be reliably predicted.

     Item # 4 Analyzes required capital outlays to service both the debt (ie
     mortgage payment) and the equity (cash on cash or before tax cash flow or
     equity dividend). The weighted average of these required returns is, by
     definition, equal to the capitalization rate. It should be noted that the
     mortgage interest rate and equity yield rate are NOT part of this
     calculation.

     Item # 5 Provides another method often used by lenders. The debt coverage
     ratio is a factor equal to the net operating income divided by the annual
     debt service - in other words, it is an estimate of the "cushion" or excess
     of net operating income over and above debt service. The calculated cap can
     be solved for by the following formula R(o) = R(m) X DCR X M.

The actual cap rate used by the appraisers in this analysis is bracketed by this
information. Further, this chart illustrates the implicit market expectations of
the various investment parameters that are reflected by the specific
capitalization rate used.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              55

MARKET APPROACH

To estimate the subject property's value by market comparison, a direct
comparison is made with actual sales of other shopping center properties. These
sales are analyzed on the basis of price per square foot of gross building area
(GBA) and their effective gross income multiplier (EGIM).

While the subject property is part of a large portfolio of retail properties
which would most likely be marketed as a total package, no sales of similar
portfolios of properties were found with which to compare. The market for retail
properties is national, with purchases made on the strength and reliability of
the income streams. Similar shopping center sales were located in Birmingham,
Madison, Moody, and Mobile, Alabama and Chattanooga, Tennessee.

Each sale is adjusted to the subject for pertinent items, including unusual
financing or conditions of sale, time lapsed since sale, and physical
differences such as age, condition, and construction quality and location as
reflected in the net operating income.

The sales considered are detailed on the following pages with a comparison and
adjustment following the presentation of the sales data.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              56
MARKET APPROACH - (CONTINUED)

Comparable Improved Sales

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]

SALE #1
Address/Location:              The Village on Lorna
                               3001 Lorna Road
                               Hoover, Alabama
Grantor:                       Lorna Properties
Grantee:                       Village on Lorna Shopping Center, Ltd.
Sale Date:                     05/26/1995
Sale Price:                    $11,200,000
Cash Equiv Price:              $11,200,000
Equity:                        $2,240,000
Debt:                          $8,960,000     First Yr. Debt Service: $933,084
Terms:                         Cash to seller; equity, debt, and Yr. 1 debt 
                               service estimated basedon 80% LTV, 8.5% interest,
                               and 20 year amortization.
Recorded:                      Inst. No. 1995-61351, Jefferson County
Verified With:                 Hunter Keller, Engel Realty (205) 939-6800
Verified By:                   David Mullins, MAI, H.J. Porter & Associates
Date Verified:                 04/18/1996
Rights Conveyed:               Leased fee
Land Size:                     12.6 Acres


                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 57

SALE #1 (CONTINUED)

Access/Visibility:             Average/Average
Highest & Best Use:            Neighborhood shopping center
Parking:                       728 spaces     Parking Ratio:  5.15/1,000 Sq. Ft.
Building Size:                 141,444 SF(NRA)
Land:Bldg Ratio:               3.9:1
Year Built:                    1986
Condition:                     Average to Good
Building
Description:                   One story neighborhood shopping center containing
                               two separate building of masonry construction
Anchors:                       Delchamps (51,945 Sq. Ft.) and Drugs for Less 
                               (14,500 Sq. Ft.)
Anchor - Sq. Ft.:              66,445        Anchor %: 46.98
Local:                         Typical local, regional, and national small  
                               shop tenants
Local - Sq. Ft.:               74,999        Local %: 53.02
Lease Information:             Anchor & Local: CAM, taxes and insurance. 
                               Delchamps recently expanded and renovated their
                               space with an estimated expenditure of 2.5 to 3.0
                               million dollars. In conjunction, they signed a 
                               new 15 year lease with 3, five year options.

ANALYSIS
(1|2|3)(*)Source                             TOTAL $ AMOUNT       $ PER SF (GBA)
                                             --------------       --------------
(S\A\P)         Potential Gross Income:        $1,578,760               $11.16
(A\E\F)         Vac & Credit Loss:                $94,725                $0.67
                                               ----------               ------
(A\E\F)         Effec. Gross Income:           $1,484,034               $10.49
(A\E\F)         Less Expenses:                   $376,266                $2.66
                                               ----------               ------
(A\E\F)         Net Oper. Income               $1,107,768                $7.83
(A\E\F)         Debt Service (Yr. 1)             $933,084                $6.60
                                               ----------               ------
(S\A\F)         Cash Flow                        $174,684                $1.24

================================================================================
Field 1:             S=Seller             B=Buyer                    A=Appraiser

Field 2:             A=Actual             E=Estimated

Field 3:             P=Prior Year         F=Year Following
================================================================================


                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 58

SALE #1 (CONTINUED)


INDICATORS OF VALUE:           Price Per SF (NRA):                     $79.18
                               PGIM:                                   7.09
                               EGIM:                                   7.55
                               R(o):                                   9.89%
                               Expense Ratio:                          25.35%

Remarks:       PGI includes potential rent based on actual base rent plus
               expense contributions and miscellaneous income. The actual 1994
               NOI was $901,481 and is somewhat skewed due to vacancy of local
               space during Delchamp's expansion and rent concessions during
               this period. Also, leasing commissions and tenant improvements
               were deducted as expenses before the NOI calculation.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 59

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]

SALE #2

Address/Location:              The Village at Moody
                               U.S. Highway 411
                               Moody, Alabama
Grantor:                       F.S. Partnership, Ltd.
Grantee:                       Birmingham Realty
Sale Date:                     02/14/1996
Sale Price:                    $4,485,000
Cash Equiv Price:              $4,485,000
Equity:                        $1,485,000
Debt:                          $3,000,000
Terms:                         $1,485,000 cash plus assumption of $3,000,000 
                               mortgage at market rates and terms.
Recorded:                      Deed Book 261 at page 313, St. Clair County
Verified With:                 Paul Spina, Grantor (205) 733-1131
Verified By:                   David Mullins, MAI, H.J. Porter & Associates
Date Verified:                 04/10/1996
Rights Conveyed:               Leased fee
Land Size:                     8.43 Acres


                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 60

SALE #2 (CONTINUED)

Access/Visibility:            Average/Average
Highest & Best Use:           Neighborhood shopping center
Parking:                      396 spaces      Parking Ratio: 6.51/1,000 Sq. Ft.
Building Size:                60,800 SF(NRA)
Land:Bldg Ratio:              6.0:1
Year Built:                   1995
Condition:                    Good
Building
Description:                  In-line, one story masonry construction with brick
                              exterior on front and sides, and CCB on rear. Flat
                              built-up roof system
Anchors:                      Winn-Dixie (44,000 Sq. Ft.)
Anchor - Sq. Ft.:             44,000             Anchor%:  72.37
Local:                        J&E Ent., Head Start, Movie Gallery, Open Book, 
                              Vulcan Rehabilitation, Moody Cleaners, Village 
                              Beverage, Merle Norman, and The Nail Shop
Local - Sq. Ft.:              16,800             Local%: 27.63
Lease Information:            Winn-Dixie - $7.00 per Sq. Ft.; Local tenant rent
                              ranges from $10.50 to $11.50 per Sq. Ft. with an
                              average of $10.67 per sq. ft. All tenants pay 
                              pro-rata share of CAM, taxes, and insurance.

ANALYSIS
(1|2|3) (*)Source                               TOTAL $ AMOUNT    $ PER SF (GBA)
                                                --------------    --------------
(S\A\P)          Potential Gross Income:           $533,922           $8.78
(A\E\F)          Vac & Credit Loss:                  $9,920           $0.16
                                                   --------           -----
(A\E\F)          Effec. Gross Income:              $524,002           $8.62
(A\E\F)          Less Expenses:                     $87,532           $1.44
                                                   --------           -----
(A\E\F)          Net Oper. Income                  $436,470           $7.18

================================================================================
Field 1:             S=Seller                B=Buyer                 A=Appraiser

Field 2:             A=Actual                E=Estimated

Field 3:             P=Prior Year            F=Year Following
================================================================================


                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 61

SALE #2 (CONTINUED)


INDICATORS OF VALUE:           Price Per SF (NRA):             $73.77
                               PGIM:                           8.40
                               EGIM:                           8.24
                               R(o):                           10.18%
                               Expense Ratio:                  16.09%

Remarks:       At the time of sale this center was less than one year old and
               did not have a complete year of operating history. PGI includes
               contract rent plus estimated expense contributions. Market
               vacancy was estimated at 5% of local tenant rent and expense
               contributions. Expenses include 4% management fee, taxes at $0.58
               per sq. ft., insurance at $0.10 per sq. ft., CAM at $0.40 per sq.
               ft., and structural maintenance at $0.50 per sq. ft. This center
               is located at the northeast corner of Interstate 10 and U.S.
               Highway 411 in Moody, Alabama. This area is a rapidly growing
               commercial district in the Birmingham/Atlanta interstate
               corridor.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 62

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]

SALE #3
Address/Location:              Plaza Center
                               Hughes Road at Old Madison Pike
                               Madison, Alabama
Grantor:                       Plaza, Ltd.
Grantee:                       Amberjack, Ltd.
Sale Date:                     12/21/1994
Sale Price:                    $5,850,000
Cash Equiv Price:              $5,850,000
Terms:                         Cash to seller
Recorded:                      Deed Book 846 at page 1097, Madison County
Verified With:                 Tommy Tillman, Broker, (205) 822-7116
Verified By:                   David Mullins, MAI, H.J. Porter & Associates
Date Verified:                 01/11/1995
Rights Conveyed:               Leased fee
Land Size:                     9.08 Acres
Access/Visibility:             Good/Good
Highest & Best Use:            Neighborhood shopping center
Building Size:                 79,400 Sq. Ft.(NRA)


                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 63

SALE #3 (CONTINUED)

Land: Bldg Ratio:              5.0:1
Year Built:                    1994
Condition:                     Good
Building
Description:                   One story masonry construction with brick veneer 
                               and dryvit front. Flat built-up roof
Anchors:                       Kroger (62,800 Sq. Ft.)
Anchor - Sq. Ft.:              62,800                Anchor%: 79.09
Local:                         Sporting Edge, Cleaners, Papa John's Pizza, 
                               Heavenly Hear, Baskin-Robbins, Cornerstone, Movie
                               Gallery, and Hallmark Cards
Local - Sq. Ft.:               16,600                Local%: 20.91
Lease Information:             All tenants pay pro-rata share of CAM, taxes, and
                               insurance.

ANALYSIS
(1|2|3) *Source                                  TOTAL $ AMOUNT   $ PER SF (GBA)
                                                 --------------   --------------
(S\A\P)         Potential Gross Income:             $689,320          $8.68
(A\E\F)         Vac & Credit Loss:                   $17,750          $0.22
                                                    --------          -----
(A\E\F)         Effec. Gross Income:                $671,570          $8.46
(A\E\F)         Less Expenses:                      $111,457          $1.40
                                                    --------          -----
(A\E\F)         Net Oper. Income                    $560,113          $7.05

================================================================================
Field 1:             S=Seller              B=Buyer                   A=Appraiser
Field 2:             A=Actual              E=Estimated
Field 3:             P=Prior Year          F=Year Following
================================================================================

INDICATORS OF VALUE:           Price Per SF (NRA):          $73.68
                               PGIM:                        8.49
                               EGIM:                        8.71
                               R(o):                        9.57%
                               Expense Ratio:               16.60%


                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 64

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]

SALE #4
Address/Location:              North Hixson Marketplace
                               Hixson Pike and Camp Columbus Road
                               Chattanooga, TN
Grantor:                       North Hixson, L.L.C.
Grantee:                       Amberjack, Ltd.
Sale Date:                     03/04/1996
Sale Price:                    $4,760,000
Cash Equiv Price:              $4,760,000
Terms:                         Cash to seller
Recorded:                      Unknown, Hamilton County
Verified With:                 Dick Schmalz with Grantor (205) 871-2617
Verified By:                   David Mullins, MAI, H.J. Porter & Associates
Date Verified:                 03/15/1996
Rights Conveyed:               Leased fee
Land Size:                     9.24 Acres
Access/Visibility:             Average/Average
Highest & Best Use:            Neighborhood shopping center


                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 65

SALE #4 (Continued)

Parking:                       405 Spaces     Parking Ratio: 5.88/1,000 sq. ft.
Building Size:                 63,270 Sq. Ft.(NRA)
Land:Bldg Ratio:               6.4:1
Year Built:                    1995
Condition:                     Good
Building
Description:                   One story neighborhood shopping center with split
                               face block exterior walls and synthetic stucco on
                               steel stud canopy.
Anchors:                       Winn-Dixie (49,600 sq. ft. GBA and 44,000 sq. ft.
                               NRA) and Big B Drugs (8,470 sq. ft.)
Anchor - Sq. Ft.:              52,470                Anchor%: 82.93
Local:                         Movie Gallery, Sally's Beauty, and other  
                               local tenants
Local - Sq. Ft.:               10,800                Local%: 17.07
Lease Information:             All tenants pay pro-rata share of CAM, taxes, and
                               insurance.

ANALYSIS
(1|2|3) (*)Source                                TOTAL $ AMOUNT   $ PER SF (GBA)
                                                 --------------   --------------
(S\A\P)           Potential Gross Income:           $623,083         $9.85
(A\E\F)           Vac & Credit Loss:                 $13,057         $0.21
                                                    --------         -----
(A\E\F)           Effec. Gross Income:              $610,026         $9.64
(A\E\F)           Less Expenses:                    $124,533         $1.97
                                                    --------         -----
(A\E\F)           Net Oper. Income                  $485,493         $7.67

================================================================================
Field 1:             S=Seller              B=Buyer                   A=Appraiser
Field 2:             A=Actual              E=Estimated
Field 3:             P=Prior Year          F=Year Following
================================================================================

INDICATORS OF VALUE:           Price Per SF (NRA):        $75.23
                               PGIM:                      7.64
                               EGIM:                      7.80
                               R(o):                      10.20%
                               Expense Ratio:             20.41%


                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 66

SALE #4 (CONTINUED)

Remarks:       At the time of sale there were two vacant local shops containing
               2,400 sq. ft. Expense contribution included in PGI and local
               vacancy. Vacancy based on 10% of local shop income plus expense
               contributions. Expenses based on 4% management, excluding expense
               contributions, $1.59 for taxes, CAM, and insurance, plus $0.05
               for structural reserves. The estimated expenses were consistent
               with the Grantor's pro forma. Average local shop space rent for
               leased space was $10.45 per sq. ft.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 67

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]

SALE #5
Address/Location:              Hillcrest Marketplace
                               Hillcrest Road at Grelot Road
                               Mobile, Alabama
Grantor:                       Hillcrest Marketplace, Ltd.
Grantee:                       Confidential
Sale Date:                     9/15/1997 (Proposed Closing Date)
Sale Price:                    $6,490,000
Cash Equiv Price:              $6,490,000
Terms:                         Cash to seller
Recorded:                      Sale Pending
Verified With:                 Scott Holcombe, Arlington Properties - Developer 
                               (205) 328-9600
Verified By:                   Harris Hollans, H.J. Porter & Associates
Date Verified:                 04/02/1997
Rights Conveyed:               Leased fee
Land Size:                     12.49 Acres
Access/Visibility:             Good/Good
Highest & Best Use:            Neighborhood shopping center


                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 68

SALE #5 (CONTINUED)

Parking:                       359 Spaces      Parking Ratio: 4.63/1,000 sq. ft.
Building Size:                 76,365 Sq. Ft.(NRA)
Land:Bldg Ratio:               7.1:1
Year Built:                    1997
Condition:                     Good
Building
Description:                   Red brick veneer front over concrete block walls.
                               Reinforced concrete slab. Single ply membrane 
                               roof. Raised seam metal and canvas awning.
Anchors:                       Winn-Dixie (51,282 sq. ft.) and Revco Drugs 
                               (9,240 sq. ft.)
Anchor - Sq. Ft.:              60,522              Anchor %: 79.25
Local:                         Typical national, regional, and local tenants
Local - Sq. Ft.:               15,843              Local %: 20.75
Lease Information:             Winn-Dixie rent is $8.00 per sq. ft.; Revco rent 
                               is $8.00 per sq. ft.; local tenant rents are 
                               $12.50 per sq. ft. Anchor expense contributions
                               were estimated at $0.99 per sq. ft. with local 
                               tenants at $1.38 per sq. ft.

ANALYSIS
(1|2|3)*Source                                   TOTAL $ AMOUNT   $ PER SF (GBA)
                                                 --------------   --------------
(S\A\P)       Potential Gross Income:               $756,072          $9.90
(A\E\F)       Vac & Credit Loss:                     $17,613          $0.23
                                                    --------          -----
(A\E\F)       Effec. Gross Income:                  $738,459          $9.67
(A\E\F)       Less Expenses:                        $112,823          $1.48
                                                    --------          -----
(A\E\F)       Net Oper. Income                      $625,636          $8.19

================================================================================
Field 1:               S=Seller              B=Buyer                 A=Appraiser
Field 2:               A=Actual              E=Estimated
Field 3:               P=Prior Year          F=Year Following
================================================================================

INDICATORS OF VALUE:           Price Per SF (NRA):         $84.99
                               PGIM:                       8.58
                               EGIM:                       8.79
                               R(o):                       9.64%
                               Expense Ratio:              15.28%


                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 69

SALE #5 (CONTINUED)

Remarks:       The total gross building area of the shopping center is 77,557
               sq. ft. Local tenant space was projected to be 100% leased prior
               to completion. The sale of the property was also negotiated prior
               to completion. Estimated completion date was July, 1997. There
               were five out-parcel lots at the center which were not included
               in the transaction. Significant site work was necessary for
               development. Estimated site work totalled $85,000 per acre.
               Out-parcels were marketed to Wendy's, New York Bagel, and Boston
               Market.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                                     [MAP]


                               IMPROVED SALES MAP
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 70

The sales detailed above are compared and adjusted to the subject for pertinent
items of difference as:

<TABLE>
<CAPTION>
====================================================================================================================================
                                                   SUMMARY OF IMPROVED SALES AND ADJUSTMENTS
====================================================================================================================================
Comp Number                          Subject               #1              #2                 #3                   #4            #5
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>          <C>             <C>             <C>                 <C>                 <C>     
Center Name                                      Vill @ Lorna    Vill @ Moody       Plaza Center         North Hixson     Hillcrest

Grantor                                           Lorna Prop.     FS Partners         Plaza, Ltd          North Hixon     Hill. Ltd

Grantee                                            Vill, Ltd.    Birm. Realty    Amberjack. Lltd     Amberjack. Lltd.         Conf.

Cash Eq. Sale Price                               $11,200,000      $4,485,000         $5,850,000           $4,760,000    $6,490,000

Date of Sale                          8/4/97          5/26/95         2/14/96           12/21/94               3/4/96        7/1/97

Gross Leasable Area                   58,400          141,444          60,800             79,400               63,270        76,365

Sale Price/Sq.Ft.                                      $79.18          $73.77             $73.68               $75.23        $84.99

NOI                                 $454,879       $1,107,768        $436,470           $560,113             $485,493      $625,636

NOI per Sq. Ft.                        $7.79            $7.83           $7.18              $7.05                $7.67         $8.19

EGIM                                                     7.55            8.56               8.71                 7.80          8.79
====================================================================================================================================
ADJUSTMENTS                                                #1              #2                 #3                   #4            #5
- ------------------------------------------------------------------------------------------------------------------------------------
Conditions of Sale                                     Normal          Normal             Normal               Normal        Normal

                                                        $0.00           $0.00              $0.00                $0.00         $0.00

Market Conditions/Time @                5.0%            11.0%            7.4%              13.1%                 7.1%          0.5%
                                   
Preliminary Adj. Price/Sq.Ft.                          $87.87          $79.19             $83.34               $80.57        $85.38
===================================================================================================================================
PHYSICAL DIFFERENCES                                      #1               #2                 $3                   #4            #5
- ------------------------------------------------------------------------------------------------------------------------------------
  NOI Adjustment                                       -0.5%             7.8%               9.5%                 1.5%         -5.1%
                                                       -----             ----               ----                 ----         -----

Overall Adjustments                                  ($0.44)            $6.18              $7.92                $1.21       ($4.35)
====================================================================================================================================
FINAL ADJUSTED PRICE/SQ. FT. OF BLDG                  $87.43           $85.37             $91.25               $81.78        $81.03
====================================================================================================================================
</TABLE>

The sales were adjusted to the subject for the following items:

CONDITION OF SALE:       No adjustment indicated.

TIME:                    Considers an increase of 5% per year based on analysis
                         of the overall capitalization rates of the comparable
                         sales and range of rates from the five methods
                         considered in the Income Approach.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 71

NET OPERATING INCOME:    The comparable sales were adjusted to the subject based
                         on the difference in net operating income. As indicated
                         in the following table, there is a direct relationship
                         between the sale price per square foot and net
                         operating income per square foot.

                         ===============================================
                         SALE NO.          SP/SQ. FT.        NOI/SQ. FT.
                         ===============================================
                             1               $79.18            $7.83
                             2               $73.77            $7.18
                             3               $73.68            $7.05
                             4               $75.23            $7.67
                             5               $84.99            $7.64
                         ===============================================
                          Subject              NA              $7.79
                         ===============================================
                    
                         The adjustment for NOI is based on the following
                         formula: the comparable sales NOI per square foot is
                         subtracted from the subject's estimated NOI per square
                         foot and the difference is divided by the comparable's
                         NOI per square foot.

The adjusted sales present an adjusted range of value from $81.03 to $91.25 per
square foot. Each of the comparables were given relatively equal weigh in the
value estimate by the direct comparison. Based on these adjusted sales, with
consideration given to the non-terminability of the Winn Dixie lease, the
subject property is valued by direct comparison as:

================================================================================
                       VALUE INDICATION - MARKET APPROACH
================================================================================
Price per Sq. Ft:      58,400    Sq. Ft. X    $85.00    per Sq.Ft. =  $4,964,000

                                                        ROUNDED       $4,960,000
================================================================================


                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 72

The Effective Gross Rent Multipliers (EGIM) derived from the above sales are
highlighted as:

             ======================================================
             Sale No.               EGIM              Expense Ratio
             ======================================================
                1                   7.55                  25.30%
                2                   8.56                  16.70%
                3                   8.71                  16.60%
                4                   7.80                  20.40%
                5                   8.79                  15.28%
             Subject                 NA                    12.6%
             ======================================================

The Effective Gross Income Multipliers of the four comparable sales range from
7.55 to 8.79. There is a direct correlation between operating expense ratios and
EGIM's. Because Winn-Dixie pays their portion of the ad valorem tax burden
directly to the count, the subject's expense ratio is lower than the comparable
sales. As the subject's forecasted operating expense ratio is 4.7%, it would be
considered reasonable to assume it would have an EGIM near the high end of the
range.

Based on these sales, the subject is valued by EGIM as:

================================================================================
                       VALUE INDICATION - MARKET APPROACH
================================================================================
Effective Gross Income Multiplier   $477,528     PGI x       8.79  =  $4,197,471

                                                   ROUNDED:           $4,200,000
================================================================================

CONCLUSION

The two market indicators of value are correlated with greater weight given to
adjusted sale price per square foot for a value by Market Approach of
$4,950,000.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              73

RECONCILIATION AND FINAL VALUE ESTIMATE

Cost Approach.........................................................$4,670,000

This approach is felt to be reliable, being based on a respected national cost
service's figures as well as actual cost of other centers and the Developer's
cost breakdown. The land value is based on commercial land sales from the
subject's market area and is felt to be well supported. However, this approach
does not mirror the actions of investors in properties similar to the subject.
Therefore, this approach is given little consideration in the final value
estimate.

Income Approach.......................................................$5,050,000

This approach is felt to be most indicative of the subject's value. It best
reflects current and projected market conditions as they relate to the subject
and mirrors the actions of investors in today's market. Overall, this approach
is afforded equal consideration with and is considered to be supported by the
Market Approach.

Market Approach.......................................................$4,950,000

This approach is based on the most recent sales of other neighborhood shopping
centers and is reliant upon the direct sales comparison on a price per square
foot basis, and the effective income multiplier method. This approach is
afforded equal consideration along with the Income Approach in the final value
estimate.

Based on the value indications summarized above, we are of the opinion that the
subject's leased fee interest, has a market value, as of August, 4, 1997, of:

                              FIVE MILLION DOLLARS
                              --------------------
                                  ($5,000,000)


Divided As:   Improvements      $4,580,000
              Land                $420,000
                                ----------
              Total             $5,000,000


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              74

                                  CERTIFICATION

We certify that, to the best of our knowledge and belief,...

1.   The statements of fact contained in this report are true and correct.

2.   The reported analyses, opinions, and conclusions are limited only by the
     reported assumptions and limiting conditions, and are our personal,
     unbiased professional analyses, opinions and conclusions.

3.   Neither party signing this report has a present or prospective interest in
     the property that is the subject of this report, nor do they have any
     personal interest or bias with respect to the parties involved.

4.   Our compensation is not contingent on an action or event resulting from the
     analyses, opinions, or conclusions in, or the use of, this report. Our
     compensation is not contingent upon the reporting of a predetermined value
     or direction in value that favors the cause of the client, the amount of
     the value estimate, the attainment of stipulated result, or the occurrence
     of a subsequent event.

5.   Our analyses, opinions, and conclusions were developed, and this report has
     been prepared, in conformity with the requirements of the Code of
     Professional Ethics and the Standards of Professional Practice of the
     Appraisal Institute, and the Uniform Standards of Professional Appraisal
     Practice as promulgated by the Appraisal Standards Board of the Appraisal
     Foundation.

6.   The use of this report is subject to the requirements of the Appraisal
     Institute and the Alabama Real Estate Appraisers Board relating to review
     by its duly authorized representatives.

7.   This assignment was made subject to regulations of the State of Alabama
     Real Estate Appraisers Board. The undersigned state certified appraiser has
     met the requirements of the board that allow this report to be regarded as
     a 'certified appraisal'.

8.   Howard J. Porter, Jr., MAI, CCIM, is currently certified under the
     continuing education program of the Appraisal Institute.

9.   Howard J. Porter, Jr., MAI, CCIM, has not made a personal inspection of the
     property that is the subject of this report.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              75

                           CERTIFICATION - (CONTINUED)

10.  Glen E. Heinzelman, Associate, has made a personal inspection of the
     property that is the subject of this report.

11.  No one provided significant professional assistance to the persons signing
     this report.

12.  This appraisal assignment was not based on a requested minimum valuation, a
     specific valuation, or the approval of a loan.

13.  Based upon the foregoing investigations and analysis, it is our opinion
     that the subject property has a market value estimate as:

     (As of August 4, 1997)

                          FIVE MILLION THOUSAND DOLLARS
                          -----------------------------
                                  ($5,000,000)



/s/ Howard J. Porter                                            11/13/97
- --------------------------------------------                 --------------
Howard J. Porter, Jr., MAI, CCIM                             Date
Certified General Real Property Appraiser
Alabama Certificate #G51



/s/ Glen E. Heinzelman
- --------------------------------------------                 --------------
Glen E. Heinzelman, Associate                                Date
Licensed Real Property Appraiser
Alabama Certificate #L12


                                                  H.J. Porter & Associates, Inc.
<PAGE>

EXHIBITS
       Location Map................................................Facing Page 3
       State Map...................................................Facing Page 8
       Site Plan..................................................Facing Page 17
       Subject Photographs........................................Facing Page 18
       Land Sales Map.............................................Facing Page 29
       Rental Map.................................................Facing Page 41
       Improved Sales Map.........................................Facing Page 70

ADDENDUM
       Korpacz Real Estate Investor Survey
       Lease Summary
       Assumptions and Limiting Conditions
       Qualifications
       State of Alabama Certification


                                                  H.J. Porter & Associates, Inc.
<PAGE>

=======
KORPACZ 
=======
NATIONAL STRIP SHOPPING CENTER MARKET

The trend toward investors focusing on retail acquisitions continues this
quarter. They believe that since the prices of other property types have been
bid up, retail offers better relative values. "We're seeing the beginning of a
run up in retail again," says one participant. The major interest tends to be on
neighborhood and community centers.

The optimum size of the ideal strip shopping center is 100,000 square feet to
130,000 square feet, but investors will also consider larger properties,
especially if there is the potential to put in other anchor stores, such as
Marshall's or T.J. Maxx. Although buyers prefer not to have centers that are
smaller than 100,000 square feet some portfolios may have centers as 70,000
square feet and as large as 200,000 square feet. "But there you have to take
good with bad." comments a participant. The supply of available strip centers is
plentiful, but it is hard to find those of optimum size that are anchored by a
market-dominant grocery store.

The importance of the grocery anchor is based on its capability to generate
traffic in the center, which greatly enhances the landlord's ability to lease
the in-line stores. The traffic increases in-line store sales volume, which
mitigates the risk of ownership and provides the investor with the requisite
yield from such a center.

The size of the grocery anchor is also significant in its competitive position.
Although the optimum size varies by market, in major metropolitan areas between
50,000 square feet and 75,000 square feet is ideal. In smaller markets a 40,000-
square-foot store can be successful. However, the older 25,000-square-foot 
stores are considered functionally obsolete.

Over the next 12 months, prices in the national store shopping center market are
expected to remain stable or drop slightly. Survey participants put the average
decrease at 1.78%.

Key indicators in the national strip shopping center market support the
expectation of stagnant values for the year. Again this quarter, the changes in
indicators are small. The average discount rate (IRR) increased 2 basis points
(see Table 7). This follows a 10-basis-point decrease last quarter.

The average overall cap rate (OAR) decreased 1 basis point to 9 84%. Highly
desirable centers trade at cap rates between 8.00% and 10.00%, but most close at
cap rates between 10.00% and 11.00%.

Strip shopping centers have long been perceived to pose higher investment risk
than regional malls and both IRRs and going-in cap rates have reflected a
premium for the higher risk. In fourth quarter 1996, however for the first time
since we began tracking the national strip shopping center market in fourth
quarter 1991, the average IRR fell below the national regional mall market
average IRR. This quarter the rates are 11.55% and 11.75%, respectively.

The strip shopping center OAR is still considerably higher than the regional
mail rate. The spread between the two had narrowed during 1996. However, last
quarters 7-basis-point increase in the strip shopping center OAR widened the gap
again. The current OAR premium is 127 basis points. It was 173 one year ago. By
comparison, the national power center OAR is 9.58%, 26 basis points lower than
the strip shopping center rate.

Investors would like to acquire portfolios of neighborhood and community
shopping centers that are located in one region, thus presenting the opportunity
for management and leasing efficiencies. These are difficult to find, however,
and are priced at a premium.

Table 7
National Strip Shopping Center Market
SECOND QUARTER 1997

<TABLE>
<CAPTION>
                                                         CURRENT                      LAST                         YEAR
KEY INDICATORS                                           QUARTER                     QUARTER                        AGO
<S>                                                   <C>                         <C>                         <C>          
===============================                       =============               =============               =============
Discount Rate (IRR)(a)
===============================                       =============               =============               =============
RANGE                                                 10.00%-14.00%               10.00%-14.00%               10.00%-14.00%
AVERAGE                                                   11.55%                     11.53%                       11.74%

CHANGE(Basis Points)                                        --                         +2                          -19

===============================                       =============               =============               =============
Overall Cap Rate (OAR)(a)
===============================                       =============               =============               =============
RANGE                                                  8.25%-13.00%               8.25%-13.00%                 8.25%-13.00%
AVERAGE                                                   9.84%                       9.85%                       9.90%

CHANGE (Basis Points)                                       --                         -1                           -6

===============================                       =============               =============               =============
Market Rent Change Rate(b)
===============================                       =============               =============               =============
RANGE                                                  0.00%-6.00%                 0.00%-6.00%                 0.00%-6.00%
AVERAGE                                                   2.83%                       2.73%                       2.60%

CHANGE (Basis Points)                                       --                         +10                         +23

===============================                       =============               =============               =============
Expense Change Rate(b)
===============================                       =============               =============               =============
RANGE                                                  0.00%-5.00%                 0.00%-5.00%                 2.00%-5.00%
AVERAGE                                                   3.58%                       3.67%                       3.99%

CHANGE (Basis Points)                                       --                         -9                          -41

===============================                       =============               =============               =============
Residual Cap Rate
===============================                       =============               =============               =============
RANGE                                                  8.25%-12.00%               8.25%-12.00%                 8.25%-13.50%
AVERAGE                                                   9.92%                       9.92%                       10.13%

CHANGE (Basis Points)                                       --                          0                          -21
</TABLE>

a. Rate on unleveraged, all-cash transactions
b. Initial rate of change
<PAGE>

<TABLE>
<CAPTION>
                                                                                                                             8/14/97
                                                      BETTS CROSSING RENT ROLL

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                            PERCENTAGE RENT         
                                                                                                          ----------------------
SHOP #      TENANT                SQ. FT.     GLA%       RENT PSF    BASE RENT   TERM       EXPIRATION    RATE       SALES BASE     
====================================================================================================================================
<S>                               <C>         <C>         <C>        <C>          <C>         <C>         <C>        <C>            
 Anchor     Winn-Dixie(1)         44,000      75.3%        $7.75     $341,000     20          12/4/16     1%         $34,100,000    
- ------------------------------------------------------------------------------------------------------------------------------------

1,2,3,4,5   Premiere Video         6,000      10.3%        $8.50      $51,000     3           1/15/00     n/a            n/a        
- ------------------------------------------------------------------------------------------------------------------------------------
            
    6       Anders Book Store      1,800       3.1%       $10.00      $18,000     3           12/8/99     n/a            n/a        
- ------------------------------------------------------------------------------------------------------------------------------------

            Sally Beauty           1,500      2.35%       $10.50      $15,750     5           1/30/02     n/a            n/a        
- ------------------------------------------------------------------------------------------------------------------------------------

            Only a Buck            2,400      4.11%       $10.00      $24,000     3.5         5/30/00                               
- ------------------------------------------------------------------------------------------------------------------------------------

            Fifth Avenue Cleaners    900       1.5%       $12.00      $10,800     5           1/12/02     n/a            n/a        
- ------------------------------------------------------------------------------------------------------------------------------------

            VACANT (note 2)        1,800       3.1%       $10.00      $18,000            
- ------------------------------------------------------------------------------------------------------------------------------------

                                  58,400                             $478,330
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                   REIMBURSABLES
                                                              ------------------------                 RENT     INCREASES       
SHOP #      TENANT                  TAXES      INSURANCE         CAM         MGMT FEE    RESERVE       DATE       AMOUNT        
================================================================================================================================
<S>                              <C>           <C>           <C>                <C>        <C>        <C>      <C>          
                                 Tenant pays   Tenant pays   Tenant pays                                                        
 Anchor     Winn-Dixie(1)         expenses       expenses      expenses         n/a        n/a         n/a         n/a          
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                
1,2,3,4,5   Premiere Video           yes           yes            yes           no         no         Yr2&3    $9.00/$10.00     
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                
    6       Anders Book Store        yes           yes            yes           no         yes         n/a         n/a          
- --------------------------------------------------------------------------------------------------------------------------------
                                 
            Sally Beauty             yes           yes            yes           yes        yes                                  
- --------------------------------------------------------------------------------------------------------------------------------
                                 
            Only a Buck              yes           yes            yes           yes        yes                                  
- --------------------------------------------------------------------------------------------------------------------------------
                                 
            Fifth Avenue Cleaners    yes           yes            yes           yes        yes                                  
- --------------------------------------------------------------------------------------------------------------------------------
                                 
            VACANT (note 2)      
- --------------------------------------------------------------------------------------------------------------------------------
                                 

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

<CAPTION>
                                  RENEWAL        OPTIONS    
SHOP #      TENANT                PERIODS        RATE/CAP   
=========================================================== 
<S>                               <C>         <C>       
 Anchor     Winn-Dixie(1)         6 for 5         $7.75     
- ----------------------------------------------------------- 
                                                            
1,2,3,4,5   Premiere Video        2 for 3        $10/$10.25 
- ----------------------------------------------------------- 
                                                            
    6       Anders Book Store     3 for 2     $10.25/$10.50 
- ----------------------------------------------------------- 
                                                            
            Sally Beauty          1 for 5         $11.50    
- ----------------------------------------------------------- 
                                                            
            Only a Buck                                     
- ----------------------------------------------------------- 
                                                            
            Fifth Avenue Cleaners                           
- ----------------------------------------------------------- 
                                                            
            VACANT (note 2)                                 
- ----------------------------------------------------------- 
                                  

- ----------------------------------------------------------- 
</TABLE>

(1)  "Bond" lease - Winn-Dixie pays all expenses.

(2)  Vacant shops shown at quoted lease rates.
<PAGE>

                       ASSUMPTIONS AND LIMITING CONDITIONS

1.   COPIES, PUBLICATION, DISTRIBUTION, USE OF REPORT:

     Possession of this report or any copy thereof does not carry with the right
     of publication, nor may it be used for other than its intended use. The
     report may not be used for any purpose by any person or corporation other
     than the client or the party to whom it is addressed or copied without the
     written consent of the appraiser, and then only in its entirety.

     Neither all nor any part of the contents of this report shall be conveyed
     to the public through advertising, public relations efforts, news, sales,
     or other media, without the written consent and approval of the appraiser,
     nor may any reference be made in such a public communication to the
     Appraisal Institute or the MAI designation.

2.   CONFIDENTIALITY:

     The appraiser may not divulge the material (evaluation) contents of the
     report, analytical findings or conclusions, or give a copy of the report to
     anyone other than the client or his designee as specified in writing except
     as may be required by the Appraisal Institute as they may request in
     confidence for ethics enforcement, or by a court of law or body with the
     power of subpoena.

     This appraisal is to be used only in its entirety and no part is to be used
     without the whole report. All conclusions and opinion concerning the
     analysis are set forth in the report and were prepared by the Appraiser
     whose signature appears on the appraisal report, unless indicated as
     "Review Appraiser". No change of any item in the report shall be made by
     anyone other than the Appraiser and/or officer of the firm. The Appraiser
     and firm shall have no responsibility if any such unauthorized change is
     made.

3.   INFORMATION USED:

     No responsibility is assumed for accuracy of information furnished by or
     from others, the client, his designee, or public records. We are not liable
     for such information or the work of possible subcontractors. The comparable
     data relied upon in this report has been confirmed with one or more parties
     familiar with the transaction or from affidavit; all are considered
     appropriate for inclusion to the best of our factual judgement and
     knowledge.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

4.   TESTIMONY, CONSULTATION, COMPLETION OF CONTRACT FOR APPRAISAL SERVICES:

     The contract for appraisal, consultation or analytical service, are
     fulfilled and the total fee payable upon completion of the report. The
     appraiser or those assisting in the preparation of the report will not be
     asked or required to give testimony in court or hearing because of having
     made the appraisal, in full or in part, nor engage in post appraisal
     consultation with client or third parties except under separate and special
     arrangement and at additional fee.

5.   EXHIBITS:

     The sketches and maps in this report are included to assist the reader in
     visualizing the property and are not necessarily to scale. Various photos,
     if any, are included for the same purpose and are not intended to represent
     the property in other than actual status, as of the date of the photos.
     Site plans are not surveys unless shown from separate surveyor.

6.   LEGAL, ENGINEERING, FINANCIAL, STRUCTURAL, OR MECHANICAL NATURE HIDDEN
     COMPONENTS, SOIL:

     No responsibility is assumed for matters legal in character or nature, nor
     matters of survey, nor of any architectural, structural, mechanical, or
     engineering nature. No opinion is rendered as to the title, which is
     presumed to be good and merchantable. The property is appraised as if free
     and clear, unless otherwise stated in particular parts of the report.

     The legal description is assumed to be correct as used in this report as
     furnished by the client, his designee, or as derived by the appraiser.

     The appraiser has inspected as far as possible, by observation, the land
     and the improvements thereon; however it was not possible to personally
     observe conditions beneath the soil or hidden structural, or other
     components. We have not critically inspected mechanical components within
     the improvements and no representations are made herein as to these matters
     unless specifically stated and considered in the report. The value estimate
     considers there being no such conditions that would cause a loss of value.
     The land or the soil of the area being appraised appears firm, however
     subsidence in the area is unknown. The appraiser does not warrant against
     this condition or occurrence of problems arising from soil conditions.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

     The appraisal is based on there being no hidden, unapparent, or apparent
     conditions of the property site, subsoil, or responsibility is assumed for
     any such conditions or for any expertise or engineering to discover them.
     All mechanical components are assumed to be in operable condition and
     status standard for properties of the subject type. Conditions of heating,
     cooling, ventilating, electrical and plumbing equipment is considered to be
     commensurate with the condition of the balance of the improvements unless
     otherwise stated. No judgement is made as to adequacy of insulation, type
     of insulation, or energy efficiency of the improvements or equipment.

7.   RELATING TO THE AMERICAN WITH DISABILITIES ACT:

     The Americans with Disabilities Act ("ADA") became effective January 26,
     1992. The appraisers have not made a specific compliance survey and
     analysis of this property to determine whether or not it is in conformity
     with the various detailed requirements of the ADA. It is possible that a
     compliance survey of the property together with a detailed analysis of the
     requirements of the ADA could reveal that the property is not in compliance
     with one or more of the requirements of the Act. If so, this fact could
     have a negative effect upon the value of the property. Since there is no
     direct evidence relating to this issue, possible non-compliance with the
     requirements of ADA in estimating the value of the property has not been
     considered.

8.   LEGALITY OF USE:

     The appraisal is based on the premise that, there is full compliance with
     all applicable federal, state and local environmental regulations and laws
     unless otherwise stated in the report; further that all applicable zoning,
     building, and use regulations and restrictions of all types have been
     complied with unless otherwise stated in the report; further that all
     applicable zoning, building, and use regulations and restrictions of all
     types have been complied with unless otherwise stated in the report;
     further, it is assumed that all required licenses, consents, permits, or
     other legislative or administrative authority, local, state, federal and/or
     private entity or organization have been or can be obtained or renewed for
     any use considered in the value estimate.

9.   COMPONENT VALUES:

     The distribution of the total valuation in this report between land and
     improvements applies only under the existing program of utilization. The
     separate valuations for land and building must not be used in conjunction
     with any other appraisal and are invalid if so used.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

10.  AUXILIARY AND RELATED STUDIES:

     No environmental or impact studies, special market study or analysis,
     highest and best use analysis study or feasibility study has been requested
     or made unless otherwise specified in an agreement for services or in the
     report. The appraiser reserves the unlimited right to alter, amend, revise
     or rescind any of the statements, findings, opinions, values, estimates, or
     conclusions upon any subsequent study or analysis or previous study or
     analysis subsequently becoming known to him.

11.  DOLLAR VALUES, PURCHASING POWER:

     The market value estimated, and the costs used, are as of the date of the
     estimate of value. All dollar amounts are based on the purchasing power and
     price of the dollar as of the date of the value estimate.

12.  INCLUSIONS:

     Furnishings and equipment of business operations except as specifically
     indicated and typically considered as a part of real estate, have been
     disregarded with only the real estate being considered in the value
     estimate unless otherwise stated.

13.  PROPOSED IMPROVEMENTS, CONDITIONED VALUE:

     Improvements proposed, if any, on or off-site, as well as any repairs
     required are considered, for purpose of this appraisal to be completed in
     good and workmanlike manner according to information submitted and/or
     considered by the appraiser. In cases of proposed construction, the
     appraisal is subject to change upon inspection of property after
     construction is completed. This estimate of market value is as of the date
     shown, as proposed, as if completed and operating at levels shown and
     projected.

14.  VALUE CHANGE, DYNAMIC MARKET, INFLUENCES:

     The estimated market value is subject to change with market changes over
     time; value is highly related to exposure, time, promotional effort, terms
     motivation, and conditions surrounding the offering. The value estimate
     considers the productivity and relative attractiveness of the property
     physically and economically in the marketplace. The "Estimate of Market
     Value" in the appraisal report is not based in whole or in part upon the
     race, color or national origin of the present owners or occupants of the
     properties in the vicinity of the property appraised.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

     In cases of appraisals involving the capitalization of income benefits, the
     estimate of market value is a reflection of such benefits and appraiser's
     interpretation of income and yields and other factors derived from general
     and specific market information. Such estimates are as of the date of the
     estimate of value; they are thus subject to change if the market is
     naturally dynamic.

15.  MANAGEMENT OF THE PROPERTY:

     It is assumed that the property which is the subject of this report will be
     under prudent and competent ownership and management; neither inefficient
     nor super efficient.

16.  CONTINUING EDUCATION CURRENT:

     The Appraisal Institute conducts a voluntary program of continuing
     education for its designated members. MAIs and RMs who meet the minimum of
     this program are awarded periodic certification. I am currently certified
     under the Appraisal Institute Voluntary Continuing Education Program.

17.  FEE:

     The fee for this appraisal or study is for the service rendered and not for
     the time spent on the physical report.

18.  AUTHENTIC COPIES:

     The authentic copies of this report are signed in blue ink. Any copy that
     does not have an original signature is unauthorized and may have been
     altered.

19.  HAZARDOUS MATERIALS:

     Unless otherwise stated in this report, the appraiser signing this report
     has no knowledge concerning the presence or absence of urea-formaldehyde
     foam insulation or asbestos containing material in existing improvements;
     if such materials are present the value of the property may be adversely
     affected and reappraisal at additional cost necessary to estimate the
     effects of such material.

20.  Unless otherwise noted within the attached report, there are no items of
     FF&E included in the reported value. Any equipment included with the
     property in the value are only those items that are considered as an
     integral part of the realty, even though technically they could be legally
     considered as personalty.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

21.  NOTE:

     ACCEPTANCE OF, AND/OR USE OF, THIS APPRAISAL REPORT CONSTITUTES ACCEPTANCE
     OF THE ABOVE CONDITIONS.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                           PROFESSIONAL QUALIFICATIONS
                                       OF
                               GLEN E. HEINZELMAN

CURRENT STATUS

Glen E. Heinzelman is involved in the appraisal of and consulting with owners of
income producing real estate. He is an Associate Appraiser with H. J. Porter &
Associates, Inc. with offices located at:

                          H. J. Porter & Assoc., Inc.
                           631 Stage Road/P.O. Box 28
                                Auburn, AL 36830
                                  (205)826-8682

                      H. J. Porter & Assoc. of Birmingham
                        #14 Office Park Circle Suite 230
                              Birmingham, AL 35223
                                 (205) 871-3600


                       H. J. Porter & Assoc. of Montgomery
                               235 S. Court Street
                              Montgomery, AL 36104
                                 (205) 262-8331

PROFESSIONAL AFFILIATIONS

Mr. Heinzelman is an MAI candidate for membership in the Appraisal Institute;
Candidate No. M-921950.
Alabama Licenced Real Property Appraiser - Certificate No. L12
Georgia Licenced Real Property Appraiser - Certificate No. 6165
Licenced Real Estate Salesperson - State of Alabama

PROFESSIONAL EDUCATlON STATUS

These courses include:

<TABLE>
<CAPTION>
Course                                  Sponsor                  Location
- ------                                  -------                  --------
<S>                                     <C>                      <C>
Real Estate Appraisal Principles        AIREA                    Arizona State University
Basic Valuation Procedures              AIREA                    Arizona State University
Capitalization Theory & Techniques      AIREA                    Arizona State University
Advanced Capitalization                 Appraisal Institute      Birmingham, Alabama
USPAP Parts A & B                       Appraisal Institute      Birmingham, Alabama
Advanced Applications                   Appraisal Institute      Tuscaloosa, Alabama
Report Writing & Valuation              Appraisal Institute      Piano, Texas
Analysis
</TABLE>

Mr. Heinzelman has also taken various seminars offered by the AIREA, IR/WA, and
others.

PROFESSIONAL EXPERIENCE

The scope of Mr. Heinzelman's experience includes the appraisal of commercial,
multi-family residential, industrial, farm, condemnation, special use
properties, marketability, feasibility, and reuse analysis, appraisal review,
and consulting. Geographic areas of experience include the States of Alabama,
Arizona, California, Florida, Georgia, Mississippi, Nevada, and Tennessee.
Qualified as expert witness in Federal and Circuit Courts in the States of
Arizona, California, and Nevada.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                           PROFESSIONAL QUALIFICATIONS
                                       OF
                        HOWARD J. PORTER, JR., MAI, CCIM


CURRENT STATUS

Howard J. Porter, Jr., is involved in the appraisal of and consulting with
owners of income producing real estate. He is President of H J Porter &
Associates, Inc.
with offices located at:

                          H. J. Porter & Assoc., Inc.
                           631 Stage Road/P.O. Box 28
                                Auburn, AL 36830
                                  (205)826-8682

                       H. J. Porter & Assoc. of Birmingham
                        #14 Office Park Circle Suite 230
                              Birmingham, AL 35223
                                 (205) 871-3600

                      H. J. Porter & Assoc. of Montgomery
                               235 S. Court Street
                              Montgomery, AL 36104
                                 (205) 262-8331


PROFESSIONAL AFFILIATIONS

Mr. Porter is a member of the Appraisal Institute and holds the MAI Designation
(Certificate Number 5924). He has served as a member of the SREA Young Advisory
Council (1977 & 1978). He served as President of the Birmingham SREA Chapter
#106 (1983) and the Montgomery SREA Chapter #127 as President (1986-1987). He is
a Realtor(R) Member and past Vice-President of the Lee County Association of
Realtors(R), Lee County, AL. He holds the CCIM designation conferred by the
Commercial Investment Real Estate Council of the National Association of
Realtors(R). He is a member of the International Right of Way Association
(Alabama Chapter #26) and is a panel member of the American Arbitration
Association.

PROFESSIONAL EDUCATION STATUS

Mr. Porter has taken courses leading to professional designation as offered by
the Appraisal Institute (AIREA) and the Society of Real Estate Appraisers (SREA)
now merged as The Appraisal Institute. Additionally, he has credit for courses
offered by the Real Estate Securities and Syndication Institute (RESSI) the
Urban Land Institute (ULI), and the International Right of Way Association
(IR/WA), and the Commercial Investment Real Estate Institute. Mr. Porter has
also taken various seminars offered by SREA, AIREA, RESSI, IR/WA, Institute of
Real Estate Management, and others.

The Appraisal Institute conducts a voluntary program of continuing education for
its designated members. MAIs and RMs who meet the minimum standards of this
program are awarded periodic educational certification. He is currently
certified under the Institute's voluntary continuing education program. Mr.
Porter is currently a Certified General Real Property Appraiser in Alabama
(Certificate #CG51) and a Certified Real Estate Appraiser in Georgia
(Certificate #182).

HISTORICAL DATA

Howard J. Porter, Jr., was born in Birmingham, Alabama. He was educated in the
Jefferson County School System and graduated from Auburn University. His major
fields of study were Economics and Finance with a B.S. Degree in Business
Administration.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

PROFESSIONAL QUALIFICATIONS OF HOWARD J. PORTER, JR.

Mr. Porter has been a licensed Real Estate Broker in Alabama since 1972 and is
Realtor(R) Member of the Lee County Association of Realtors(R). From 1974
through 1983 he was involved with appraisals, market research, syndication and
consulting on various types of real estate. From 1983 through 1985 he was
President of a regionally active development company headqurtered in Auburn,
Alabama. In 1985, H.J. Porter & Associates, Inc. was re-established in Auburn,
Alabama with affiliate offices in Birmingham and Montgomery, Alabama.

He has taught college level courses on appraisal principles and practices and
USPAP, has served as an adjunct faculty member in the Auburn University
Department of Community Planning, and is an appraisal instructor for the
International Right of Way Association. He also has given talks to various real
estate related groups throughout Alabama. Mr. Porter has developed, constructed,
owned, and managed investment real estate for his own and affiliated
partnership's account.

              REPRESENTATIVE APPRAISAL/CONSULTING CLIENTS INCLUDE:

Governmental                                    Corporate
- --------------------------------------          --------------------------------
U. S. Internal Revenue Service                  Chrysler Realty Corp.
Jefferson County, AL                            McDonald's Corporation
Montgomery County, AL                           Norfolk Southern Railroad
State of Alabama DOT                            South Central Bell
U.S. Government Services Admin.                 Diversified Products Corporation
U.S. Department of the Interior                 INOUE SAKAE Co. (Japan)
U.S. Postal Service                             TIME/LIFE Corporation
Farmers Home Administration                     Baptist Medical Center (B'ham)
Birmingham Airport Authority                    Alabama Power Company
Auburn University                               Southern Natural Gas
State of Alabama Department of Revenue

Lenders                                         Development
- --------------------------------------          --------------------------------
South Trust Bank                                Colonial Properties, Inc.
Federal National Mortgage Association           Helms-Roark Development
New York Life Insurance Co.                     Beisel-Moss Development
Provident Mutual Life                           Shannon, Strobel & Weaver
Washington Mortgage Financial                   Polar-BEK, Inc.
Columbus Bank & Trust Co.                       Southern Investment Properties
1st Interstate Mortgage (Chicago)               McWhorter & Co.
Nations Bank
AmSouth Bank
First Union Bank

Mr. Porter has appeared as an expert witness in Federal Court and Circuit Courts
in various Alabama counties. He has served as a Probate Commissioner for the
Jefferson County and Lee County Probate Courts.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

================================================================================

                                STATE OF ALABAMA


                                     [SEAL]


                             This is to certify that

                               GLEN E. HEINZELMAN

               having given satisfactory evidence of the necessary
          qualifications required by the laws of the State of Alabama
                is licensed to transact business in Alabama as a

                        LICENSED REAL PROPERTY APPRAISER

                 With all the rights, privileges and obligations
                              appurtenant thereto.



LICENSE NUMBER:   L00012                    /s/ [ILLEGIBLE]   Executive Director
EXPIRATION DATE:  SEPT. 30, 1997            ALABAMA REAL ESTATE APPRAISERS BOARD

================================================================================
<PAGE>

================================================================================

                                STATE OF ALABAMA


                                     [SEAL]


                             This is to certify that

                              HOWARD J. PORTER, JR.

               having given satisfactory evidence of the necessary
          qualifications required by the laws of the State of Alabama
                is licensed to transact business in Alabama as a

                    CERTIFIED GENERAL REAL PROPERTY APPRAISER

                 With all the rights, privileges and obligations
                              appurtenant thereto.


LICENSE NUMBER:    G00051                   /s/ [ILLEGIBLE]   Executive Director
EXPIRATION DATE:   SEPT. 30, 1997           ALABAMA REAL ESTATE APPRAISERS BOARD
================================================================================



                                APPRAISAL REPORT

                                       OF

                       GREENBRIER STATION SHOPPING CENTER
                               GOLDEN SPRINGS ROAD
                                ANNISTON, ALABAMA

                                   (B97-134B)

                                       FOR

                                MR. LARRY MILLER
                             MERRILL LYNCH & COMPANY
                       WORLD FINANCIAL CENTER-NORTH TOWER
                               NEW YORK, NY 10281

                                      AS OF

                                 AUGUST 7, 1997

                                       BY

                              DAVID P. MULLINS, MAI
                            H. J. PORTER & ASSOCIATES
                              14 OFFICE PARK CIRCLE
                                    SUITE 230
                            BIRMINGHAM, ALABAMA 35223
                                 (205) 871-3600


                                     [LOGO]
                            H.J. Porter & Associates
<PAGE>

                                     [LOGO]
                      [H.J. Porter & Associates - Letterhead]

                                 August 13, 1997

Mr. Larry Miller
Merrill Lynch & Company
World Financial Center - North Tower
New York, NY 10281

                    Re:  Greenbrier Station Shopping Center
                         Golden Springs Road
                         Anniston, Alabama


Dear Mr. Miller:

At your request, I have inspected and appraised the referenced property. The
purpose of the appraisal was to estimate the market value of the leased fee
interest in the subject property, one of fifteen shopping centers to be included
in a portfolio of retail shopping centers that will be cross collateralized,
under single management, and subject to stringent release provisions. AS SUCH,
THE ESTIMATED VALUE OF THE SUBJECT PROPERTY IS SUBJECT TO THE ABOVE CONDITIONS.

This complete appraisal, communicated in a self contained narrative report, has
been prepared in accordance with the Uniform Standards of Professional Appraisal
Practice (USPAP) as amended by the Comptroller of the Currency.

Based upon my investigation into the subject property, and its current economic
environment, I am of the opinion that the market value of the leased fee
interest in the subject property, as of August 7, 1997, is:

                   FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS
                   ------------------------------------------
                                  ($5,500,000)

Please note that this report is subject to the contingent and limiting
conditions as found in the addendum. It should be noted that my employment was
not conditional upon my producing a specific value with a given range. Future
employment prospects with Merrill Lynch are not dependent upon my producing a
specified value. Also, neither payment of my fee, nor my employment is/was based
upon whether a loan application is approved or disapproved. I appreciate the
opportunity to be of service to you in this matter.

      123 N. College St., Ste. 100 o P.O. Box 28 o Auburn, Alabama 36830 o
                        (334)826-8682 o Fax (334)826-3827
 14 Office Park Circle, Suite 230 o Birmingham, Alabama 35223 o (205)871-3600 o
                                Fax (205)879-3762
418 Scott Street o Montgomery, Alabama 36104 o (334)262-8331 o Fax (334)262-8325

                  Real Estate Research, Appraisal & Counseling
<PAGE>

Mr. Miller
August 13, 1997
page 2

The attached report is submitted in support of these conclusions.


                                        Yours very truly,


                                        /s/  David P. Mullins
                                        --------------------------------
                                        David P. Mullins, MAI
                                        Certified General Real
                                        Property Appraiser
                                        Alabama Certificate #G8



                                     [LOGO]
                            H.J. Porter & Associates
<PAGE>

                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS

PROPERTY IDENTIFICATION:      Greenbrier Station Shopping Center
                              Golden Springs Road
                              Anniston, Alabama

HIGHEST AND BEST USE
AS VACANT AND AS IS:          Neighborhood Shopping Center

DATE OF VALUE:                August 7, 1997

DATE OF REPORT:               August 13, 1997

SITE DATA:                    7.69 Acres

BUILDING DATA:                66,432 Sq. Ft. - GBA
                              62,840 Sq. Ft. - NLA divided as:

                              44,000 Sq. Ft. Winn Dixie
                               9,240 Sq. Ft. Drugs for Less
                               9,600 Sq. Ft. Shop Space

ESTIMATED LAND VALUE
AS OF AUGUST 7, 1997:         $590,000


VALUE INDICATIONS:            $5,190,000  Cost Approach
                              $5,500,000  Income Approach
                              $5,200,000  Market Approach

MARKET VALUE:                 $5,500,000

                                                        H.J. Porter & Associates
<PAGE>

                                TABLE OF CONTENTS

Intended Use of Appraisal .............................................    1
Environmental Considerations ..........................................    1
Scope of the Assignment ...............................................    1
Date of Value Estimate ................................................    2
Type Appraisal/Type Report ............................................    2
Exposure Time .........................................................    2
Property Ownership ....................................................    2
Property Location .....................................................    3
Zoning/Public Utilities ...............................................    3
Legal Description/Land Size ...........................................    3
Ad Valorem Tax Analysis ...............................................    4
Purpose of Appraisal/Definition of Value ..............................    6
Rights Appraised ......................................................    5
Area Analysis - Anniston, Alabama .....................................    7
Neighborhood Analysis .................................................   13
Site Analysis .........................................................   16
Description of Subject Improvements ...................................   17
Highest and Best Use ..................................................   18
The Appraisal Process .................................................   20
Land Value - Direct Comparison ........................................   23
Cost Approach to Value ................................................   29
Income Approach to Value ..............................................   32
Market Approach .......................................................   50
Reconciliation and Final Value Estimate ...............................   62
Certification .........................................................   63
                                                                 
     EXHIBITS
     Location Map ..........................................   Facing Page 3
     Survey ................................................   Facing Page 4
     State Map .............................................   Facing Page 7
     Site Plan .............................................  Facing Page 16
     Subject Photographs....................................  Facing Page 17
     Land Sales Map ........................................  Facing Page 23
     Rental Location Map ...................................  Facing Page 32
     Improved Sales Map ....................................  Facing Page 50

     REAR EXHIBITS
     Engagement Letter
     Lease Synopses
     Assumptions and Limiting Conditions
     Appraiser's Qualifications
     Appraiser's Certificate


                                                       H. J. Porter & Associates
<PAGE>

INTENDED USE OF APPRAISAL                                                      1

This appraisal has been requested to function as a basis for loan underwriting
purposes in conjunction with a mortgage loan to be placed upon the subject
property, and for use in the securitization of the mortgage. Accordingly, this
appraisal may be provided by Merrill Lynch & Company to potential investors in a
securitization or other sale of the mortgage loan. The appraisal is undertaken
without departure in accordance with USPAP as promulgated by the Appraisal
Foundation and as amended by the Comptroller of Currency.

ENVIRONMENTAL CONSIDERATIONS

According to a Phase I Environmental Site Assessment conducted by Hazclean
Environmental Consultants, Inc., 10 Old Montgomery Highway, Suite 200,
Birmingham, Alabama, there are no significant environmental liabilities at the
subject site. This valuation is made subject to there being no contamination or
a-typical soil conditions.

SCOPE OF THE ASSIGNMENT

The subject property, a neighborhood shopping center, is one of fifteen shopping
centers to be included in a portfolio of retail properties which will be cross
collateralized, under single management, and subject to stringent release
provisions.

The scope of the assignment includes undertaking the three recognized approaches
to value with consideration given to the current status of the retail market in
the Anniston area. In the Cost Approach local Realtors(R) and Appraisers were
contacted and a search of public records was made to locate comparable land
sales. A detailed inspection of the property was made on August 7, 1997.
Construction detail was taken from inspection notes, and from the Site Plan
titled Winn-Dixie Marketplace, Anniston, Alabama, dated 9/12/95. The Site Plan
was prepared by South & Associates, Inc. 601 Vestavia Parkway, Suite 100,
Birmingham, Alabama. Cost calculations were taken from the Marshall Valuation
Service, a recognized national cost service indexed to the Birmingham market.

In the Income Approach to Value, a survey of local retail market conditions was
made by interviews with local leasing and management agents to determine if the
contract rents for the local tenant shop space was competitive and market
oriented. Expense comparables were studied to estimate appropriate expense
deductions. The resulting net operating income was capitalized into a value
estimate with an overall capitalization rate. The comparable improved sales
found in the Market Approach sold on direct capitalization of stabilized net
operating income rather than discounted cash flow analysis. The overall
capitalization rate was derived from market sales, built-up rates using current
market rates for debt and equity and from published investor surveys.


                                                       H. J. Porter & Associates
<PAGE>

SCOPE OF THE ASSIGNMENT - (CONTINUED)                                          2

Local Realtors(R), Appraisers and mortgage lenders were interviewed to locate
sales of comparably improved properties. The sales located were compared to the
subject with adjustments made for items of difference. The three approaches to
value were reconciled to provide a value estimate of the property.

DATE OF VALUE ESTIMATE

The value estimate predicated in this report is made effective as of August 7,
1997, being the date of the most recent on-site inspection of the subject
property. The data utilized in preparing this appraisal was researched, gathered
and/or updated during the period August 7, 1997 to August 11, 1997. The Date of
Report is made effective as of the date of the transmittal letter.

TYPE APPRAISAL/TYPE REPORT

In accordance with the Uniform Standard of Profession Appraisal Practice, the
appraiser has performed a "Complete" appraisal according to Standard Rule 1 and
communicated the results to the client in a "Self-contained Appraisal Report" in
accordance with Standard Rule 2-2a.

EXPOSURE TIME

The exposure time for the subject property, to obtain the values communicated
herein, is estimated to have been within one year or less. This exposure period
assumes competent sales and marketing efforts, the property is maintained in a
marketable condition, and that the property is sold for "market value" as
defined herein. The estimated exposure period is based upon the marketing period
for the Comparable Improved Sales found in the Market Approach.

PROPERTY OWNERSHIP

The subject property is under the ownership of:

                          Golden Springs Partners, Ltd.
                         An Alabama Limited Partnership
                          1900 Church Street, Suite 500
                               Nashville, TN 37203

The property was part of a larger vacant tract of land acquired from Charles S.
Doster, Hoyt W. Howell, Jr., and William M. Wakefield on September 30, 1995, and
recorded in the Calhoun County Probate Office in Deed Book 1953, Page 1. The
reported acquisition price was $650,000.


                                                       H. J. Porter & Associates
<PAGE>

                               [GRAPHICS OMITTED]

                                  Location Map
<PAGE>

PROPERTY LOCATION                                                              3

The subject property is located in the Golden Springs area of Anniston, Alabama
on the southwest corner of Golden Springs Road and Greenbrier Road approximately
2.5 miles southeast of Anniston's Central Business District. It is located by
street address as:

                       Greenbrier Station Shopping Center
                               Golden Springs Road
                                Anniston, Alabama

ZONING/PUBLIC UTILITIES

The subject property is located in the City of Anniston and falls under that
city's zoning regulations. The current zoning of the subject site is NSC,
Neighborhood Shopping Center, which allows shopping center use as is currently
on the site. General requirements for this zoning classification call for a
minimum lot size of three acres for a neighborhood shopping center, minimum
setback requirements are ten feet to the right-of-way of any existing street or
alley, and maximum building height of 35 feet. Parking requirements designate a
minimum of 2.5 parking spaces per 1000 feet of net occupied building area. The
subject's improvements and current use complies with the zoning regulations.

The subject has all public utilities available to it, including electric, gas,
water, sewage and telephone. The City of Anniston provides water and sewer and
electric power is provided by Alabama Power. Public services such as police and
fire protection are amply provided for by the City of Anniston.

LEGAL DESCRIPTION/LAND SIZE

Based on information supplied to the appraisers from Terry Templeton with
Newton, Oldacre, McDonald, project developers, the subject property is legally
described as:

          As a starting point, start at the Northwest corner of said
          Section 22; thence South 00(degree)00'18" West for a
          distance of 79.39 feet to a point, said point being on the
          South right-of-way of Greenbrier Drive; thence South
          89(degree)52`34" East and along the South right-of-way line
          of said Greenbrier Drive for a distance of 1,993.55 feet to
          a point; thence South 89(degree)44`56" East, continue along
          the South boundary of Greenbrier Drive for a distance of
          296.71 feet to the POINT OF BEGINNING of the parcel herein
          described; thence continue South 89(degree)44`45" East and
          along the South boundary of Greenbrier Drive for a distance
          of 40.20 feet to a point; thence South 00(degree)03'47" East
          for a distance of 174.73 feet to a point; thence North
          89(degree)56'13" East for a distance of 249.92 feet to a
          point on the West boundary of Golden Springs Road; thence
          South 00(degree)03'47" East and along the West boundary of
          Golden Springs Road for a distance of 411.37 feet to a
          point; thence South 44(degree)56'13" West for a distance of
          246.97 feet to a point; thence South 89(degree)56'13" West
          for a distance of 413.26 feet to a point on the East
          boundary of Greenbrier Industrial Park; thence North
          00(degree)02'22" East and along the East boundary of
          Greenbrier Industrial Park for a distance


                                                       H. J. Porter & Associates
<PAGE>

                               [GRAPHICS OMITTED]

                      [MAP OF GREENBRIER INDUSTRIAL PARK]
<PAGE>

LEGAL DESCRIPTION/LAND SIZE - (CONTINUED)                                      4

          of 31.51 feet to a point; thence North 00(degree)01'56" East
          and along said East boundary of Greenbrier Industrial Park
          for a distance of 329.63 feet to a point; thence North 00
          (degree)00'13" East and along the East boundary of said
          Greenbrier Industrial Park for a distance of 224.86 feet to
          a point; thence North 89(degree)56'13" East for a distance
          of 274.11 feet to a point; thence North 44(degree)56'13"
          East for a distance of 45.25 feet to a point; thence North
          00(degree)03'47" West for a distance of 133.76 feet to a
          point; thence North 45(degree)03'47" West for a distance of
          13.01 feet to the POINT OF BEGINNING. Said parcel containing
          7.69 acres.

As indicated by the copy of the survey on facing page, the site is irregular
shaped and contains 411.37 feet of frontage on Golden Springs Road, and the
average depth is 564 feet.

As indicated previously, the subject property is one of fifteen shopping center
to be included in a portfolio of retail properties which will be cross
collateralized, under single management, and subject to stringent release
provisions. The other shopping centers, included in the portfolio, are listed as
follows:

       ===================================================================
         59 West Shopping Center                   Bessemer, AL
         
         Clanton Marketplace                       Clanton, AL
         
         Betts Crossing Shopping Center            Opelika, AL
         
         Opp Marketplace                           Opp, AL
         
         Russell Crossing Shopping Center          Phenix City, AL
         
         29 North Shopping Center                  Cantonment, FL
         
         Nine Mile Plaza Shopping Center           Pensacola, FL
         
         Parker Shopping Center                    Parker, FL
         
         The "Y" Shopping Center                   Panama City Beach, FL
         
         Mandeville Marketplace                    Mandeville, LA
         
         Brownsville Place Shopping Center         Brownsville, TN
         
         Chicot Crossing Shopping Center           Pascagoula, MS
         
         Delchamps Plaza                           Long Beach, MS

         One Main Place                            Moss Point, MS
       ===================================================================

AD VALOREM TAX ANALYSIS

The subject parcel is under the taxing authority of the Calhoun County Tax
Assessor's Office and is found on the tax rolls as:

Assessed to:        Golden Springs Partners, Ltd.
                    P.O. Box 176
                    Prattville, AL 36067

Parcel I.D. #:      11-21-5-22-0-003-001.026


                                                       H. J. Porter & Associates
<PAGE>

AD VALOREM TAX ANALYSIS - (CONTINUED)                                          5

Value:         Land:               $214,500
               Improvements:              0
                                   --------
               Total:              $214,500

Annual Tax:    $2,080.65

Due to the subject's recent completion, ad valorem tax values reflect land only.
In order to estimate the subject's stabilized taxes, three shopping centers were
analyzed on the basis of appraised value per square foot. The Calhoun County Tax
Assessor appraises all properties in the county and applies the millage rate of
the municipality where the property is located to the assessed value. The tax
rate in the City of Anniston, Calhoun County for commercial property is $4.85
per $100 of assessed value with an assessment ratio of 20% of appraised value.

The comparable properties used to estimate the subject's appraised value are
illustrated in the following table.

================================================================================
AD VALOREM TAX ANALYSIS
================================================================================
Comparable Name         Yr. Blt.      Size - SF       App. Value       Value/SF

Greenbrier S.C.           1989         50,800         $1,885,350        $37.11

Coldwater Creek           1989         51,850         $1,890,470        $36.46

Saks Plaza                1989         58,325         $2,052,200        $35.19
================================================================================

The Tax Assessor's appraised value per square for the three comparables range
from $35.19 to $37.11. As indicated in the table above, all three comparables
are older than the subject. Comparable 1 is most similar to the subject in terms
of location. Based on these comparables, the Tax Assessor's appraised value for
the subject property is estimated to be $39.00 per square foot. From this
estimate of value, the subject's taxes are calculated in the following table
which shows the division of taxes between Winn Dixie and the remainder of the
shopping center.

================================================================================
SUBJECT'S ESTIMATED TAX
================================================================================
                                    Total        Winn Dixie       Remainder

Building Area                      62,840            44,000          18,840
Estimated Value Per SF             $39.00            $39.00          $39.00
                               ----------        ----------        --------
Total Estimated Value          $2,450,760        $1,716,000        $734,760
Assessment Ratio                      20%               20%             20%
                                      --                --              -- 
Assessed Value                   $490,152          $343,200        $146,952
Milage Rate                        0.0485            0.0485          0.0485
                               ----------        ----------        --------
Estimated Tax                     $23,772           $16,645          $7,127
Tax Per Sq. Ft.                     $0.38             $0.38           $0.38
================================================================================


                                                       H. J. Porter & Associates
<PAGE>

                                                                               6

PURPOSE OF APPRAISAL/DEFINITION OF VALUE

This appraisal is made for the purpose of estimating the market value of the
leased fee interest in the subject property. Market Value is defined by the
Appraisal Standards Board of the Appraisal Foundation in the Uniform Standards
of Professional Appraisal Practice as:

          The most probable price which a property should bring in a
          competitive and open market under all conditions requisite
          to a fair sale, the buyer and seller, each acting prudently
          and knowledgeably, and assuming the price is not affected by
          undue stimulus. Implicit in this definition is the
          consummation of a sale as of a specified date and the
          passing of title from seller to buyer under conditions
          whereby:

     1.   Buyer and seller are typically motivated;

     2.   Both parties are well informed or well advised, and acting in what
          they consider their own best interest;

     3.   A reasonable time is allowed for exposure in the open market;

     4.   Payment is made in terms of cash in U.S. Dollars or in terms of
          financial arrangements comparable thereto; and

     5.   The price represents the normal consideration for the property sold
          unaffected by special or creative financing or sales concessions
          granted by anyone associated with the sale.

RIGHTS APPRAISED

The ownership interest in the subject property appraised is the "Leased Fee
Estate." The Dictionary of Real Estate Appraisal, 3rd Edition, Page 204, defines
Leased Fee Estate as, "an ownership interest held by a Landlord with the right
of use and occupancy conveyed by lease to others. The rights of lessor "the
leased fee owner" and the leased fee are specified by contract terms contained
within the lease." A Lease Synopsis for each of the subject's tenant leases is
found in the Addendum.


                                                       H. J. Porter & Associates
<PAGE>

                                                                               7

AREA ANALYSIS - ANNISTON, ALABAMA

The subject's geographical location is within the City of Anniston, Calhoun
County Alabama. The four basic factors which should be considered in analyzing
an area are: (1) Physical-Location factors; (2) Economic-Financial factors; (3)
Political-Government factors; and (4) Sociological factors. Each of the factors
is briefly analyzed.

PHYSICAL-LOCATION FACTORS

The City of Anniston is located in south central Calhoun County. Calhoun County
is in the northeastern corner of Alabama. Distance to other major metropolitan
areas are illustrated in the table below.

               Atlanta, GA             East    90 miles
               Birmingham, AL          West    69 miles
               Chattanooga, TN         North  111 miles
               Mobile, AL              South  278 miles
               Montgomery, AL          South  111 miles

Anniston is the county seat for Calhoun County, and is the area trade center.
Located at the end of the Appalachian plateau, the topography in the area ranges
from nearly level to gently rolling. Ranging in altitude from 710 feet to 1,310
feet above sea level, the climate is temperate, with a mean temperature in July
of 80.3 degrees, and a mean temperature in January of 40.6 degrees. Average
annual rainfall is 53 inches.

The area is well located in regard to distribution with easy access to major
markets via-Interstate Highway 20 which runs easterly to Atlanta and westerly to
Birmingham. Interstate 59 is located approximately thirty miles to the north and
can be accessed by US Highway 431, a four lane divided highway. There are 21
motor freight terminals, and two rail lines serving the area. AMTRAK passenger
service is also available twice daily. Birmingport, on the Tenn/Tom waterway, is
approximately seventy-five miles west via Interstate 20, giving access to the
Alabama State Docks at Mobile, Alabama. The Anniston Municipal airport has a
7000 foot pave and lighted runway, and provides access to private and commuter
flights.


                                                       H. J. Porter & Associates
<PAGE>

                               [GRAPHICS OMITTED]

                   [COUNTY-TOWN MAP OF THE STATE OF ALABAMA]
<PAGE>

AREA ANALYSIS - ANNISTON, ALABAMA (CONTINUED)                                  8

ECONOMIC-FINANCIAL FACTORS

Calhoun County's population increased sporadically from 1970 to 1980. From 1980
to 1990, the county's population decreased 4% from 119,761 to 116,034. Based on
the 1990 Census, the populations of the major cities in Calhoun County are
listed in the following table.

               =============================================
                            POPULATION - 1990 Census
               =============================================
                    Anniston                 26,623

                    Jacksonville             10,283

                    Oxford                    9,362

                    Piedmont                  5,544

                    Weaver                    2,715
               =============================================

The primary reason for the decline in the county's population was the initial
announcement in 1985 of the potential closing of Ft. McClellan which resulted
from the Federal Government's Military Base Closure and Realignment Program. The
effect of this announcement on residential and commercial property was stagnant
property values.

Through a concerted effort from local leaders, state Senators and Congressman,
Ft. McClellan was removed from the "hit list" of potential base closings. Ft.
McClellan has been the Army's primary base for chemical weapons storage and
training facilities. Although the number of Army personnel assigned to the base
and the corresponding civilian employees has been less than it was in the mid to
late 1980's, the psychological impact on the local population was renewed hope
of economic prosperity. This in turn had a positive impact on residential and
commercial property values in the past several years.

However, a final decision has recently been made to close For McClellan.
According to the Chamber of Commerce in Anniston, the closing will be phased
over a period of several years. Several real estate agents in the Anniston
market have indicated that the base closing will have somewhat of a negative
effect on the market. However, since the closing is to be phased out over
several years, the Anniston market is expected to have time to readjust.

Although the base will cease to operate under its current military directive, a
recent public announcement indicated that the base will be used in part for a
anti-terrorist training facility which will create approximately 1,000 jobs.
This new training facility will help off-set the negative impact of closing the
base.

For many years Ft. McClellan has been the mainstay of the Anniston and Calhoun
County economies. As a result of the closing of Ft. McClellan, local political
and civic leaders have come to realize that they must diversify their industrial
base and economic structure. In conjunction with this realization, these leaders
have built a new area Chamber of Commerce and greatly expanded it's staff to
attract new industry to the area.


                                                       H. J. Porter & Associates
<PAGE>

AREA ANALYSIS - ANNISTON, ALABAMA (CONTINUED)                                  9

Another factor which will have a positive impact on the community and the
potential to attract new industry is the Alabama Department of Transportation's
plans to improve and extend major traffic arteries. US Highway 431 will be
extended from it's intersection with State Highway 21 in north Anniston to
connect with Golden Springs Road in southeast Anniston. Golden Springs Road will
be widened from two to five lanes from just north of it's intersection with
Greenbrier Road southward to Interstate 20. This new road will create an eastern
loop and open a substantial amount of land for future residential and commercial
development.

The second part of the DOT's plans include the widening, straightening and
connecting of primary roads linking U.S. Highway 431 approximately three miles
west of it's intersection with State Highway 21 in north Anniston to Interstate
Highway 20 in the Coldwater community. This improved road system will create a
western loop and likewise open additional land for development.

Although the population in Calhoun County declined in the 1980's, retail sales
showed an overall increase from 1988 through 1996. During this time period,
retail sales had an average annual increase of 1.65%. Only during the year from
1988 to 1989 did retail sales decline. The table below illustrates the change in
retail sales from 1988 through 1993.

                 ===============================================
                         TAXABLE RETAIL SALES 1988-1993
                 ===============================================
                          Year                Sales
                 -----------------------------------------------
                          1988            $625,390,000
                          1989            $615,436,000
                          1990            $634,254,000
                          1991            $645,159,000
                          1992            $720,624,000
                          1993            $754,325,000
                          1994            $801,800,000
                          1995            $839,490,000
                          1996            $866,512,000
                 -----------------------------------------------
                   Source: University of Alabama Business Ctr.
                 ===============================================


                                                       H. J. Porter & Associates
<PAGE>

AREA ANALYSIS - ANNISTON, ALABAMA (CONTINUED)                                 10

Like retail sales, the total labor force increased during the period from 1990
to 1993. The table below illustrates this growth.

               =====================================================
                                EMPLOYMENT TRENDS
               =====================================================
                         Year
               -----------------------------------------------------
                         1990                    50,750
                         1991                    51,410
                         1992                    52,840
                         1993                    52,740
               -----------------------------------------------------
                    Source: Economic Abstract of Alabama 1995
               =====================================================

As of May 1997 the unemployment rate in the Anniston MSA was 4.3% as compared to
the state unemployment rate of 4.6%. The area labor force works in a variety of
industries. The table below shows the area's ten largest employers, products
produced and number of employees.


================================================================================
NAME                                           PRODUCTS                EMPLOYEES
- ----                                           --------                ---------
Anniston Army Depot                      Tank Rebuild Center             3450
Fort McClellan                             Training Center               2787
NE AL Regional Medical Center                  Hospital                  1285
Springs Industries                            Comforters                 1150
Jacksonville State University             4-year University               707
MCD                                 Microwave Ovens/Dehumidifiers         550
SCT Yarn                                      Yarn Mill                   530
United Defence, LP                             Forging                    500
Blue Mountain Industries                   Yarn/Thread Mill               495
Anniston Sportswear                            Trousers                   430
- --------------------------------------------------------------------------------
Source: Calhoun County Chamber of Commerce
================================================================================


                                                       H. J. Porter & Associates
<PAGE>

AREA ANALYSIS - ANNISTON, ALABAMA (CONTINUED)                                 11

In 1994 the estimated average household income was $31,800 and the estimated
number of households was 44,369. As illustrated in the table below, over 50% of
the all households had incomes exceeding $25,000.

               ==================================================
                     INCOME RANGE              PERCENT OF HH'S
                  $150,000 or more                   .33%
                  $100,000 to $149,999              1.42%
                   $75,000 to $99,999               2.65%
                   $50,000 to $74,999              11.48%
                   $35,000 to $49,999              17.50%
                   $25,000 to $34,999              19.31%
                   $15,000 to $24,999              19.00%
                        Under $15,000              28.31%
               --------------------------------------------------
                   Source: Calhoun County Chamber of Commerce
               ==================================================

POLITICAL-GOVERNMENT FACTORS

The City of Anniston is effectively governed under the Mayor-Council form of
government. Anniston has a fire rating of 4 and an effective police force. The
City of Anniston also has an active Planning and Zoning Commission.

Calhoun County is effectively governed by a County Commission. Police protection
is provided by the County Sheriff's Department. There are no zoning regulations
in the unincorporated areas of the county. Building regulations are ensured by
the County Building Inspectors and County Health Department.

SOCIOLOGICAL FACTORS

The convenience of Cheaha State Park, Alabama's highest point, and the Talladega
National Forest, as well as Birmingham's metropolitan culture provide an outlet
for those seeking a wide range of activities ranging from football and
basketball to Broadway musicals and top name entertainers. The area is also
endowed with a number of excellent dining and tavern facilities in the area, as
well as numerous theaters, a country club, several public golf courses and
numerous public tennis courts.


                                                       H. J. Porter & Associates
<PAGE>

AREA ANALYSIS - ANNISTON, ALABAMA (CONTINUED)                                 12

AREA SUMMARY

In summary, the Anniston MSA presently exhibits a sound economy with a sound
economic base and history of high employment. Based on conversation with market
participants, it appears that the future economy in Anniston will be impacted by
the base closure, however, the negative impact will be ameliorated by the phase
out period. The subject property is well located in regards to local residential
areas and future potential growth areas of the County.


                                                       H. J. Porter & Associates
<PAGE>

                                                                              13

NEIGHBORHOOD ANALYSIS

The term neighborhood is defined in "The Appraisal of Real Estate" 10th Ed. at
page 172 as "a group of complementary land uses."

The four basic factors which must be considered in analyzing a neighborhood or
district, as in an area analysis are:

     Physical and Locational Factors
     Economic and Financial Factors
     Political and Governmental Factors
     Sociological Factors

Each of these factors is discussed briefly with conclusions as to their effect
on the subject property.

PHYSICAL AND LOCATIONAL FACTORS

The subject property is located in the city limits of Anniston, Alabama at the
southwest corner of Golden Springs Road and Greenbrier Road. At the present
time, Golden Springs Road is a two lane road, with plans to widen to four-lanes
with a center turn lane. This proposed road construction will extend northward
from the intersection of Morgan/Golden Springs Road and Interstate 20 to Highway
431 in north Anniston. The purpose of widening Golden Springs Road is to
alleviate the heavy traffic volume along Quintard Avenue. This proposed road
construction is referred to as the eastern bypass for the Anniston area.

Greenbrier Road is a two-lane road that connects Quintard Avenue to the west and
Golden Springs Road to the east. It is currently being widen to three lanes. The
subject property is approximately 1.25 miles north of the intersection of
Morgan/Golden Springs Road and Interstate 20 and about two miles east of
Quintard Avenue. Quintard Avenue is a main thoroughfare that runs north and
south through the City of Anniston. The downtown district of Anniston is about
2.5 miles northwest of the subject neighborhood.

US Highway 78, approximately one mile south of the subject, is the primary
east/west traffic artery serving the City of Oxford. Property along Highway 78
East between the two interstate highway exits is growing with new commercial
developments. This is the main growth area in the City of Oxford and will have a
positive affect on the subject neighborhood. According to Herman Robertson,
Right of Way Engineer with the Alabama Department of Transportation 4th
Division, this area of Highway 78 is currently being widened to a five lane
road.

The subject neighborhood, which is loosely described as the Golden Springs area
in southeast Anniston, consists of mix-uses. Property east and north of the
subject is mostly residential. Greenbrier Industrial Park is located adjacent to
the subject to the west along Greenbrier Road. St. Mark United Methodist Church
is located across from the subject along Greenbrier Road,


                                                       H. J. Porter & Associates
<PAGE>

NEIGHBORHOOD ANALYSIS - (CONTINUED)                                           14

and there is a proposed Catholic Church at the northeast corner of Golden
Springs Road and Greenbrier Road. Property located west of the subject along
Greenbrier Road is mostly commercial uses. Property located at the intersection
of Greenbrier Road and Coleman Road, approximately 1/2 mile west, consist
Greenbrier Plaza (formerly anchored by Winn Dixie) and Greenbrier Village, an
unanchored strip center. Other uses include apartments, banks, and small
businesses. Based on land use patterns, it appears that the subject neighborhood
is in a growth stage and should continue into the near future.

The topography in the subject neighborhood is mostly, level with some rolling
terrain and adequate drainage. Utilities available to the area are serviced by
major providers such as the City of Anniston, Alagasco, and Alabama Power. These
utilities include electricity, gas, telephone, water, and sewer.

ECONOMIC AND FINANCIAL FACTORS

The newest development to impact the subject neighborhood is a 109 acre
commercial/industrial subdivision located at the Morgan Road/Golden Springs Road
exit of I-20, which is approximately 1.25 mile south of the subject. Six
commercial sites have been sold and are being or planned for development. These
developments include Cracker Barrel Restaurant, Long Horn Steakhouse, Jameson
Inn, and Colonial Bank. Planned developments include a chinese restaurant and
another limited service motel. Wendy's restaurant is also building on a site
retained by the developers. There are approximately 30 additional commercial
sites remaining to be sold.

As previously discussed, demand for property along Highway 78 East between
Quintard Avenue and Golden Springs Road is growing. The widening of Highway 78
East to a five lane road will have a positive effect on the subject's immediate
neighborhood. Also, the proposed Eastern Bypass will increase the traffic volume
in the subject's immediate area which will have a positive effect on the subject
property.

POLITICAL AND GOVERNMENTAL FACTORS

The subject property is located in Calhoun County in the city limits of
Anniston, Alabama. The subject property has fire and police protection from the
City of Anniston. The subject property is currently zone NSC, Neighborhood
Shopping Center and the Planning and Zoning Department appear to be
pro-development in the City of Anniston. The City of Anniston has a
Mayor-Council form of government.


                                                       H. J. Porter & Associates
<PAGE>

NEIGHBORHOOD ANALYSIS - (CONTINUED)                                           15

SOCIOLOGICAL FACTORS

The City of Anniston has a city school system which has a good reputation.
Jacksonville State University is the fourth largest university in the state and
is located north of Anniston. The cities of Anniston and Oxford offer cultural
and recreational facilities such as the Anniston Museum of Natural History,
Anniston Community Theatre, Oxford lake and Civic Center, Neely Henry Lake, and
the Victoria. The Victoria is a country inn and restaurant which as formerly an
1880's residence.

CONCLUSIONS

The subject neighborhood consists of mixed-use development such as residential,
commercial and industrial. At the present time, there are only two competing
shopping centers in the neighborhood which are Greenbrier Plaza and Greenbrier
Village, neither of which has a food anchor. Harco Drugs is located at
Greenbrier Plaza. With the construction of the proposed Eastern Bypass, new
development will emerge and traffic volumes will increase. The subject's
immediate neighborhood should continue to grow into the near future.


                                                       H. J. Porter & Associates
<PAGE>

                               [GRAPHICS OMITTED]

                     [FLOOR PLAN OF WINN-DIXIE MARKETPLACE]
<PAGE>

                                                                              16

SITE ANALYSIS

The subject property is located in the southwest comer of Golden Springs Road
and Greenbrier Road in Anniston, Alabama. As indicated in the site plan on the
facing page, the subject property is irregular shaped. The individual site
characteristics of the shopping center site are as follows:

Size:                              7.69 Acres

Shape:                             Irregular

Street Frontage:                   411 feet on Golden Springs Road
                                   40 feet on Greenbrier Road

Curb-cuts:                         There are two curb cuts on Golden Springs
                                   Road and one on Greenbrier Road.

Excess Land:                       None

Topography:                        The site is now level. Prior to construction
                                   it was rolling.

Drainage/Flood
Hazard:                            Drainage is adequate. According to the
                                   FEMA Flood Insurance Rate Map, Community
                                   Panel # 010020 0001 C, the subject property
                                   is not located in a flood hazard zone.

Utilities:                         All utilities are available to the site.

Site Improvement:                  There are approximately 225,000 square feet
                                   of asphalt and concrete paving which
                                   accommodates 374 parking spaces and drive
                                   lanes. Other improvements include
                                   approximately 1,900 linear feet of concrete
                                   curb and gutters, pylon sign, and parking lot
                                   light standards.


                                                       H. J. Porter & Associates
<PAGE>

                              SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]


1.   Front of Subject

2.   Winn-Dixie

3.   shop space

4.   Rear of shop space

5.   Rear of Winn-Dixie

6.   Golden Springs Road north view

7.   Golden Springs Road south view


                                                       H. J. Porter & Associates
<PAGE>

                              SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]


1.   Front of Subject

2.   Winn-Dixie

3.   shop space

4.   Rear of shop space

5.   Rear of Winn-Dixie

6.   Golden Springs Road north view

7.   Golden Springs Road south view


                                                       H. J. Porter & Associates
<PAGE>

                              SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]


1.   Front of Subject

2.   Winn-Dixie

3.   shop space

4.   Rear of shop space

5.   Rear of Winn-Dixie

6.   Golden Springs Road north view

7.   Golden Springs Road south view


                                                       H. J. Porter & Associates
<PAGE>

                              SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]


1.   Front of Subject

2.   Winn-Dixie

3.   shop space

4.   Rear of shop space

5.   Rear of Winn-Dixie

6.   Golden Springs Road north view

7.   Golden Springs Road south view


                                                       H. J. Porter & Associates
<PAGE>

                              SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]


1.   Front of Subject

2.   Winn-Dixie

3.   shop space

4.   Rear of shop space

5.   Rear of Winn-Dixie

6.   Golden Springs Road north view

7.   Golden Springs Road south view


                                                       H. J. Porter & Associates
<PAGE>

                              SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]


1.   Front of Subject

2.   Winn-Dixie

3.   shop space

4.   Rear of shop space

5.   Rear of Winn-Dixie

6.   Golden Springs Road north view

7.   Golden Springs Road south view


                                                       H. J. Porter & Associates
<PAGE>

                              SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]


1.   Front of Subject

2.   Winn-Dixie

3.   shop space

4.   Rear of shop space

5.   Rear of Winn-Dixie

6.   Golden Springs Road north view

7.   Golden Springs Road south view


                                                       H. J. Porter & Associates
<PAGE>

                                                                              17

DESCRIPTION OF SUBJECT IMPROVEMENTS

The subject's improvements were completed and occupied in January 1997. The
building contains 66,432 square feet of gross building area, and 62,840 square
feet of stated leased area. The difference between gross building area and
stated leased area is due to the Winn-Dixie lease. Their building contains
47,592 square feet but their lease states a demised area of 44,000 square feet,
with the difference being the loading and rear storage areas. Other divisions of
space include 9,240 square feet leased to Revco Drugs, and 9,600 square feet of
local/regional shop tenants.

Basic construction detail includes:

Roof:               Built up tar and gravel over rigid insulation on metal
                    decking.

Walls:              Exterior walls are brick veneer over concrete block on the
                    building front and painted concrete block on the sides and
                    rear. Partition walls between tenant spaces are painted
                    sheetrock on metal wall studs.

Canopy:             Canopies are a combination of brick veneer and raised metal
                    seam awnings built on brick and jumbo block columns.

Doors:              Anodized aluminum store front doors. Interior (rest room)
                    doors hollow core wood.

Windows:            Anodized bronze aluminum store fronts with single glazing.

Floors:             Reinforced 4" concrete slab with resilient tile cover.

Insulation:         Rigid insulation in built-up roof system.

Ceilings:           Suspended lay-in acoustic tile with recessed fluorescent
                    light fixtures.

HVAC:               Individual roof mounted electric central heating and cooling
                    for each unit. Make unknown.

Plumbing:           One or two-two fixture restrooms in each shop space. The
                    total building area is fully equipped with a fire sprinkler
                    system.


                                                       H. J. Porter & Associates
<PAGE>

                                                                              18

HIGHEST AND BEST USE

Highest and best Use is defined in the Dictionary of Real Estate Appraisal, 3rd
edition, page 171, as:

          "The reasonably probable and legal use of vacant land or an improved
          property, which is physically possible, appropriately supported,
          financially feasible, and that results in the highest value. The four
          criteria the highest and best use must meet are legal permissibility,
          physical possibility, financial feasibility, and maximum
          profitability."

Based on this definition, consideration must be given to both the subject land
site as if vacant, and the total property as improved.

HIGHEST & BEST USE - AS VACANT

PHYSICALLY POSSIBLE - The subject's land area of 7.69 acres would support an
office complex, a neighborhood shopping center, apartment complex, industrial
building or a combination of these uses. The shape and configuration of the site
is well suited for a neighborhood shopping center. The site has sufficient area
to allow these uses and provide sufficient area for parking.

LEGALLY PERMISSIBLE - The subject's zoning of NSC, Neighborhood Shopping Center,
does not restrict commercial development of the subject site.

FINANCIALLY FEASIBLE - The land use pattern in the neighborhood indicates retail
and other commercial uses are located around the intersection of Greenbrier and
Coleman Roads, approximately .5 miles west of the subject. With the planned
widening of Golden Springs Road, and current widening of Greenbrier Road, this
pattern will likely shift to the subject's location, and increase residential
demand for the Golden Springs area. Retail and commercial uses are typically
located at intersections of primary traffic arteries like the subject's.

With consideration to the subject's size and zoning, it would appear therefore,
that the optimum use of the subject site would be for retail purposes.

MAXIMALLY PRODUCTIVE - The maximally productive use of the subject property is a
function of the density and development potential of the site. Due to the
dynamic state of supply and demand for retail space in the subject's market
environment, a build-out commensurate with successful leasing activity is most
prudent.

Based upon the previous analysis, the highest and best use of the subject site,
as vacant and available to be put to its highest and best use, is for a food and
drug anchored neighborhood shopping center.


                                                       H. J. Porter & Associates
<PAGE>

HIGHEST AND BEST USE - (CONTINUED)                                            19

HIGHEST & BEST USE - AS IMPROVED

The use of the subject site currently, for a neighborhood shopping center and
parking appears to be consistent with highest and best use as if vacant. Next
focus shifts to the adequacy of the improvements for maximizing return.

PHYSICALLY POSSIBLE - The existing building on the subject site is well located
on the subject site with parking conveniently located near the retail shops. The
existing building's contribution to total value is substantial and appears to
provide the highest return to the land. The quantity and quality of the
improvements or total size and design of the building appears to be consistent
with highest and best use.

LEGALLY PERMISSIBLE - The improvements in place on the subject property are
consistent with the zoning restrictions.

FINANCIALLY FEASIBLE - No items were noted which would necessitate renovation or
improvement to command a higher rental rate.

MAXIMALLY PRODUCTIVE - the subject's existing improvements appear to be
consistent with the highest and best use of the subject land site as if vacant.
Based on this analysis, the subject's neighborhood shopping center is considered
to be the highest and best use of the property, as improved.


                                                       H. J. Porter & Associates
<PAGE>

                                                                              20

THE APPRAISAL PROCESS

The appraisal process is a procedure for estimating the market value of real
property. This process involves gathering all pertinent information available
from the market which may influence the value of the subject property. This data
is then utilized in forming an estimate of value based upon the three generally
accepted approaches to value. These three approaches are the Cost Approach, the
Income Approach, and the Direct Sales Comparison Approach.

COST APPROACH

The Cost Approach is defined as that approach in appraisal analysis which is
based upon the proposition that an informed purchaser would pay no more than the
cost of producing a substitute property with the same utility as the subject
property. It is assumed that the potential purchaser considers producing a
substitute property with the same utility as the property being appraised. This
analysis involves the cost to buyer of producing an exact replica of the subject
property, in the same location and condition as the subject property, as of the
effective date of the appraisal.

The application of the Cost Approach involves the following steps:

1.   Estimating value of the site as if vacant and available to be put to its
     highest and best use.

2.   Estimating the reproduction cost new of the improvements.

3.   Estimating all elements of accrued depreciation.

4.   Subtracting the total accrued depreciation from the reproduction cost new
     of the improvements (resulting in an estimate of the present worth of the
     improvements).

5.   Adding the present worth of all the improvements (including site
     improvements) to the estimated site value.

6.   Rounding the figure to an appropriate indication of value.

The major limitations of the Cost Approach is its reliance upon an estimation of
accrued depreciation. Generally, the older the property and the higher the
estimate of accrued depreciation, the less reliable becomes the value indication
from this approach. This is particularly critical in the valuation of older
properties that normally incur greater amounts of depreciation. The Cost
Approach is particularly appropriate when the property being appraised involves
relatively new improvements which represent the highest and best use of the site
or when the improvements are relatively unique or specialized and there is
limited or a total lack of comparable properties which have sold recently.


                                                       H. J. Porter & Associates
<PAGE>

THE APPRAISAL PROCESS - (CONTINUED)                                           21

INCOME ANALYSIS

The Income Analysis is defined as that procedure in appraisal analysis which
converts anticipated benefits (dollar income or amenities) to be derived from
the ownership of property into a value estimate. Anticipated future income
and/or reversions are discounted to a present-worth figure through the
capitalization process.

This analysis requires an estimate of market rent based upon comparable rent of
leased properties. This rental estimate is a gross amount and all expenses to
real estate are deducted. These expenses include vacancy and rent loss which,
when subtracted from the gross income, produces the effective gross income.
Other expenses include real estate taxes, management cost, insurance cost, and
maintenance expense. If applicable, a reduction would also be made for services
and utilities. All expense estimates are obtained from the market by comparison
to similar structures.

After all expenses have been subtracted from the gross income, the resulting
figure is the net operating income, which will be capitalized into value. The
capitalization rate is derived from actual sales that have occurred in the
market place. The sales are analyzed in order to estimate the net operating
income of the property. After the net operating income is estimated, it is
divided by the sales price to provide an indication of the overall
capitalization rate. Capitalization rates can also be built up from the market
factors considered most applicable to income-producing properties. After the net
operating income and the capitalization rate are estimated, the net income is
then capitalized into a value indication by the applicable capitalization
technique.

DIRECT SALES COMPARISON APPROACH

The Direct Sales Comparison Approach is defined as that approach in an appraisal
analysis which is based upon the proposition that an informed purchaser would
pay no more for the property than the cost to him of acquiring an existing
property with the same utility. Presumably, the potential purchaser considers
the alternatives that are available to him and then makes a rational decision
based upon the information he has about those alternatives that are available to
him and then makes a rational decision based upon the information he has about
those alternatives.

The application of the Direct Sales Comparison Approach involves selecting a
number of competitive properties which have recently sold on the market. The
information derived from this section is analyzed through an adjustment process
which develops indications of what the competitive properties would have sold
for if they possessed all the important characteristics of the subject property.
These indications fall into a pattern surrounding one figure which, when
appropriately rounded, is an indication of the market value of the subject
property as of the date of the appraisal.


                                                       H. J. Porter & Associates
<PAGE>

THE APPRAISAL PROCESS - (CONTINUED)                                           22

The reliability of this approach is dependent upon the availability and
verification of the comparable sales data. The degree of comparability between
the competitive properties and the subject, and the absence of non-typical
conditions affecting the sales price of those properties are also important
items that are considered. Therefore, this approach is particularly applicable
when an active market provides sufficient quantities of reliable data which can
be verified from authoritative sources.

RECONCILIATION ANALYSIS

The reconciliation analysis is an evaluation process where the appraiser
carefully evaluates value indications from each of the three approaches. The
reliability of each approach to the present appraisal problem is examined and
weight is given to the accuracy, reliability, quantity of data available for use
in each approach, and the approach in which the market participant typically has
the greatest confidence.


                                                       H. J. Porter & Associates
<PAGE>

                               [GRAPHICS OMITTED]

                               [MAP OF ANNISTON]

                              Comparable Land Sales
<PAGE>

                                                                              23

LAND VALUE - DIRECT COMPARISON

To estimate value for the subject site, a comparison is made between the subject
property and recent sales of similar commercial sites in the subject market.
Sales considered include:

Sale # 1
Address/Locations:       SW corner of Golden Springs Rd. & Greenbrier Dear Road
                         Anniston, AL
Grantor:                 William Wakefield/Hoyt Howell/Charles Doster
Grantee:                 Golden Springs Partners, Ltd.
Sale Date:               09/30/1995
Sale Price:              $650,000
Cash Equiv Price:        $650,000
Terms:                   Cash to Seller
Recorded:                Deed Book 1953, Page 00001; Calhoun County
Verified With:           Charlie Evans
Verified By:             Linda Yates, H.J. Porter & Associates
Date Verified:           05/02/1996
Rights Conveyed:         Fee simple title
Land Size:               12.97 Acres;        564,973 Square Feet
Zoning:                  NSC
Highest & Best Use:      Commercial
Use At Sale:             Vacant
Topo/Drainage:           Fairly level/Average
Access/Visibility:       Good/Good
Utilities:               All public
Remarks:                 This is the purchase of the larger parcel from which
                         the subject property was subdivided. Approximately 15%
                         of the total area was located in a FEMA Floodway and
                         wetland. This area can not be developed without a "No
                         Rise" certificate.
Indicators of Value:     PRICE PER ACRE:     $50,116


                                                       H. J. Porter & Associates
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    24

Sale # 2
Address/Location:        NW Corner of S. Quintard Avenue and Greenbrier Road
                         Anniston, AL
Grantor:                 City of Anniston
Grantee:                 McLain Commercial Real Estate
Sale Date:               06/05/1997
Sale Price:              $1,270,000
Cash Equiv Price:        $1,270,000
Terms:                   Cash to seller
Recorded:                Deed Book 2012, Page 973; Calhoun County
Verified With:           Scott McLain's Secretary Sandy (205) 533-3414
Verified By:             David Mullins, MAI
Date Verified:           07/18/1997
Rights Conveyed:         Fee simple title
Land Size:               631.00 Front Ft;         347 Avg Depth (Ft.)
                         5.478 Acres;             238,637 Square Feet
Zoning:                  GB, General Business
Highest & Best Use:      Commercial
Use At Sale:             Ball field and recreation park
Topo/Drainage:           Level/Adequate
Access/Visibility:       Good/Good
Utilities:               All available
Remarks:                 This is the old Ezell Park. McLain purchased and
                         subdivided for commercial uses. OfficeMax, Hollywood
                         Video, and Ruby Tuesday's have purchased lots and are
                         developing facilities. There are two remaining vacant
                         lots for sale.
Indicators of Value:     PRICE PER ACRE:          $231,836


                                                       H. J. Porter & Associates
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    25

Sale # 3
Address/Location:        West Side of Morgan Road
                         Oxford, AL
Grantor:                 Golden Springs, L.L.C.
Grantee:                 Cracker Barrel Old Country Store, Inc.
Sale Date:               08/19/1996
Sale Price:              $575,000
Cash Equiv Price:        $575,000
Terms:                   Cash to seller
Recorded:                Deed Book 1982, Page 888; Calhoun County
Verified With:           Stan Pate, Developer's Consultant (205) 752-0677
Verified By:             David Mullins, MAI
Date Verified:           02/15/1997
Rights Conveyed:         Fee simple title
Land Size:               3.65 Acres;         158,994 Square Feet
Zoning:                  NSC
Highest & Best Use:      Commercial
Use At Sale:             Commercial
Topo/Drainage:           Fairly level/Good
Access/Visibility:       Good/Good (Interstate exposure)
Utilities:               All public
Remarks:                 This property has been developed with Cracker Barrel
                         Restaurant and is part of the Golden Spring
                         Development. It is located on the west margin of Morgan
                         Road and the north margin of I-20.
Indicators of Value:     PRICE PER ACRE:     $157,534


                                                       H. J. Porter & Associates
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    26

Sale # 4
Address/Location:        West Margin Highway 21
                         Anniston, AL
Grantor:                 IRS Properties
Grantee:                 Wal Mart Stores
Sale Date:               01/08/1992
Sale Price:              $900,000
Cash Equiv Price:        $900,000
Terms:                   Cash to Seller
Recorded:                Book 1831, Page 529; Calhoun County
Verified With:           Stall Ingram (205) 236-0892
Verified By:             Linda Yates, H.J. Porter & Associates
Date Verified:           02/01/1993
Rights Conveyed:         Fee Simple
Land Size:               15.36 Acres;        669,082 Square Feet
Zoning:                  Neighborhood Shopping Center
Highest & Best Use:      Commercial
Use At Sale:             Vacant
Topo/Drainage:           Level/Adequate
Access/Visibility:       Average/Average
Utilities:               All Available
Remarks:                 Site located in the Central Park area between North
                         Anniston and Weaver. Site has been developed with a new
                         Wal Mart store.
Indicators of Value:     PRICE PER ACRE:     $58,594


                                                       H. J. Porter & Associates
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    27

Land Sales 1 through 4 detailed above are compared and adjusted to the subject
for notable differences. These adjustments are made in the adjustment grid
below.

<TABLE>
<CAPTION>
==========================================================================================================================
                                            LAND SALES COMPARISON GRID
==========================================================================================================================
<S>                      <C>                   <C>                   <C>                 <C>               <C>
Comp. Number                       Subject                    #1                   #2             #3                 #4

Grantor                                           Wakefield etal     City of Anniston    Gd. Sp. LLC          IRS Prop.

Grantee                                             Gd Sp. Part.         McLain Comm.        Cracker           Wal Mart
                                                                                              Barrel             Stores
Stores

Location                 Golden Springs Rd     Golden Springs Rd       S. Quintard Av      Morgan Rd             Hwy 21

                              Anniston, AL          Anniston, AL         Anniston, AL     Oxford, AL       Anniston, AL
- --------------------------------------------------------------------------------------------------------------------------
Cash Eq. Price                   SEE BELOW              $650,000           $1,270,000       $575,000           $900,000

Date of Sale                      08/07/97              09/30/95             06/05/97       08/19/96           01/08/92

Land Size    Acres                   7.690                 12.97                 5.48           3.65             15.360
==========================================================================================================================
Unadj. $/Acres                                           $50,116             $231,836       $157,534            $58,594

Unadj.$/Sq. Ft.                                            $1.15                $5.32          $3.62              $1.35
==========================================================================================================================
ADJUSTMENTS                                                   #1                   #2             #3                 #4

Conditions of Sale                                        Normal               Normal         Normal             Normal

Net Adjustment                                                $0                   $0             $0                 $0

Market Conditions                                          3.71%                0.35%          1.93%             11.17%

(Time) @   2%  /year
==========================================================================================================================
Preliminary Adj. Price                                  $674,115           $1,274,445       $586,098         $1,000,530
==========================================================================================================================
PHYSICAL DIFFERENCES                                          #1                   #2             #3                 #4

     Floodway                                               1.15                 1.00           1.00               1.00

     Location                                               1.00                 0.40           0.70               0.80
- --------------------------------------------------------------------------------------------------------------------------
Subtotal-Physical                                           1.15                 0.40           0.70               0.80
==========================================================================================================================
Adjusted Price                                          $775,232             $509,778       $410,268           $800,424

Adjusted Price/Acres                                     $59,771              $93,059       $112,402            $52,111
==========================================================================================================================
  Size                                                      1.31                 0.84           0.68               1.43
==========================================================================================================================
Adjusted Price/Acre                                      $78,300              $78,170        $76,433            $74,519
==========================================================================================================================
</TABLE>

No adjustments for financing, rights conveyed, or condition of sale were
required. The comparable sales listed above were adjusted to the subject for:

Time:               Considers an increase in value of 2% per year over the past
                    several years. This is based on general trends as there were
                    no sale-resales found with which to compare.


                                                       H. J. Porter & Associates
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    28

Floodway:           Sale 1, from which the subject was subdivided, was partially
                    located in a FEMA Floodway and is a wet-lands area. This
                    area, which consisted of approximately 15% of the total, is
                    not useable without a "No Rise" Certificate. As such,
                    Comparable 1 was adjusted +15%.

Location:           The subject is similar in location to Sale 1 and inferior to
                    Sales 2, 3, and 4. Based on a comparison with Sale 1, after
                    adjustment for Floodway and with consideration to size
                    differences, the superior sales were adjusted -60%, -30%,
                    and -20% respectively.

Size:               The subject contains 7.69 acres and the sales ranged in size
                    from 3.65 acres to 15.36 acres. The comparables were
                    adjusted to the subject based on the Dilmore Size Adjustment
                    Program, a statistical analysis of the relationship of size
                    and sale price per acre. The comparables were adjusted +31%,
                    -16%, -32% and +43% respectively.

The comparable sales, after adjustment, ranged from $74,519 to Z$78,300 per acre
with a mean adjusted sale price of $76,855 per acre. The subject is most
comparable to Sale 1 in location and Sale 2 in size. Based on these adjusted
sales, the subject site, as if vacant, is valued as:

               7.69 Acres  @  $77,000   =    $592,130

                        Rounded              $590,000


                                                       H. J. Porter & Associates
<PAGE>

                                                                              29

COST APPROACH TO VALUE

The cost factors used are from the Marshall Valuation Service, a national cost
service indexed to the Anniston market and found to be reliable and consistent
with costs incurred by builders within the area. The cost factors from this cost
service are inclusive of architect/engineering fees, construction period
interest, contractors overhead and profit, and normal site prep costs. Excluded
are site improvements such as paving, landscaping, etc., land costs, and
indirect costs such as developers profit and permanent loan fees.

Calculations of total building reproduction costs are:

================================================================================
                            VALUATION - COST APPROACH
================================================================================
DIRECT COST

Estimated Replacement Cost New - [MARKET]

          Good Market Class "C" -See. 13 Page 19
          Base Cost                               $56.83
          Sprinkler System                         $1.70
                                                  ------
          Total Base Cost                         $58.53
          Area/Perimeter Adjust.            x       0.82
          Adjust to Current Cost            x       1.05
          Adjust Local Conditions           x       0.90
                                                  ------

Gr.Bldg Area        47,592 Sq.Ft.           x      $45.35 per Sq.Ft.= $2,158,297
Canopy @               35% of Base Cost
                     3,075 Sq.Ft.           x      $15.87 per Sq.Ft.=    $48,800

Estimated Replacement Cost New - [NEIGHBORHOOD SHOPPING CENTER]

          Average, Class "C" -See. 13 Page 21
          Base Cost                               $46.08
          Sprinkler System                         $1.70
                                                  ------
          Total Base Cost                         $47.78
          Area/Perimeter Adjust.            x       0.95
          Adjust to Current Cost            x       1.05
          Adjust Local Conditions           x       0.90
                                                  ------

Gr.Bldg Area        18,840 Sq.Ft.           x     $42.89 per Sq.Ft.=    $808,048
Canopy @               35% of Base Cost
                     2,370 Sq.Ft.           x     $15.01 per Sq.Ft.=     $35,574
================================================================================
Total Replacement Cost New - All Structures                           $3,050,719
================================================================================


                                                       H. J. Porter & Associates
<PAGE>

COST APPROACH TO VALUE - (CONTINUED)                                          30

INDIRECT COST

Indirect costs including developer's entrepreneurial profit and permanent loan
fees are added to the subject's direct cost to estimate the total value of the
subject property via the Cost Approach. Developer's entrepreneurial profit is
added at 20% based upon sales of new shopping centers, discussions with
Developers and Brokers, and with consideration given to the cross
collateralization of the portfolio of retail properties to which the subject
will be a part. Permanent loan fees are added at the amount typically charged by
lenders - 2% of the loan amount (1% construction - 1% permanent).

ACCRUED DEPRECIATION AND OBSOLESCENCE

The subject's improvements were recently completed, and consequently, there are
no items of deferred maintenance. Incurable physical depreciation is estimated
using the economic age/life method and calculated as:

================================================================================
Total Building Replacement Cost New                                  $3,050,719
- --------------------------------------------------------------------------------
Estimated Chronological Building Age                                        0.5
Effective Age                                                               0.5
Economic Life New                                                            40
Percentage Depreciation (Effective Age/Life New)                           1.3%
- --------------------------------------------------------------------------------
Dollar Depreciation - Incurable Long Lived Items
                $3,050,719            X               1.3%              $39,659
================================================================================

Based on inspection of the subject property and its neighborhood, there is no
functional or external obsolescence.

Site improvements are added at their depreciated values and the underlying
vacant shopping center site land value is added as arrived at previously by
comparison. The calculation of Value by the Cost Approach is presented in
tabular form on the following page.


                                                       H. J. Porter & Associates
<PAGE>

COST APPROACH TO VALUE - (CONTINUED)                                          31

<TABLE>
<CAPTION>
=============================================================================================
                               CALCULATION OF COST
=============================================================================================
<S>                             <C>       <C>          <C>        <C>            <C>
DIRECT COST

Total Replacement Cost New - Structures (from prior page)                         $3,050,719
Less Accrued Depreciation                                                          ($39,659)
                                                                                  --------- 
Total Depreciated Cost New                                                        $3,011,060
Add: Site Improvements                                  Percent    Depreciated
                                   Area   Cost / SF        Dep.           Cost
                                   ----   ---------        ----           ----

Asphalt Paving - SF             225,000       $1.35          2%       $297,675
Concrete Curbs - LF               1,900       $7.20          1%        $13,543
Site Work                                                             $190,000
Project Sign                                                           $25,000
Landscaping                                                            $15,000
                                                                      --------
Subtotal                                                                            $541,218
                                                                                  ----------
Total Value - All Improvements                                                    $3,552,278

INDIRECT COST
Entrepreneurial Profit                          20% Cost+Land         $828,456
Title and Legal                                                        $35,000
Permanent Loan Fees                              2% of Loan Amt
Loan basis =                                    75% of Cost            $62,134
Marketing/Lease Commissions                                            $50,000
Miscellaneous                                                          $75,000
                                                                      --------

TOTAL INDIRECT COST                                                               $1,050,590
                                                                                  ----------
TOTAL COST NEW                                                                    $4,602,868
LAND VALUE (from prior section)                                                     $590,000
                                                                                  ----------
VALUE BY COST - At Completion                                                     $5,192,868
                                                                     (Rounded)    $5,190,000
=============================================================================================
</TABLE>


                                                       H. J. Porter & Associates
<PAGE>

                               [GRAPHICS OMITTED]

                        [MAP OF THE CITY OF BIRMINGHAM]

                               Comperable Rentals
<PAGE>

                                                                              32

INCOME APPROACH TO VALUE

As a primary approach to value for the subject, the estimated net operating
income is capitalized into a value estimate by use of an overall capitalization
rate. In arriving at a net operating income, consideration is given to rentals
and expenses which are incurred in the operation of the property.

POTENTIAL GROSS INCOME

The subject property is anchored by Winn Dixie Marketplace containing 44,000
square feet of stated leased area, and Revco Drugs with 9,240 square feet. There
are 9,600 square feet of non-anchored shop space leased to 4 tenants on lease
terms ranging from 3 to 5 years and rental rates ranging from $9.50 to $11.50
per square foot. There is one vacant shop containing 1,440 square feet. Found in
the Addendum is a Lease Synopsis for each of the subject tenants.

In order to determine if the subject's local shop space rents are competitive
and market oriented, and to estimate their market vacancy, five comparable
neighborhood shopping centers were inspected, surveyed, and compared to the
subject. Although three of the comparable centers are located in Anniston area,
their age and/or specific locations are less indicative of the subject property.
As such, two newer Winn Dixie anchored shopping centers in the
Birmingham-Atlanta corridor of I-20 are compared to the subject.

Comparable rentals considered for the subject's non-anchored space are shown on
the following pages.


                                                       H. J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        33

                               [GRAPHICS OMMITTED]

                                  [PHOTOGRAPH]

                                RENT COMPARABLE 1

Name:                              Greenbrier Plaza
LOCATION:                          SW corner of Greenbrier Road & Coleman Road
                                   Anniston, Alabama
YEAR BUILT:                        1984
SIZE:                              50,800 Sq. Ft. GBA
ANCHORS TENANTS:                   35,200 Sq. Ft. Vacant - formerly Winn Dixie
                                    9,800 Sq. Ft. Harco Drugs
                                    4,200 Sq. Ft. Local Shop
                                   ------            
                                   49,200 Sq. Ft. NLA
SHOP TENANTS:                      Sally Beauty Supply, Concord Cleaners,
                                   Karate, Custom Pizza, New China Restaurant
SHOP SPACE RENTS:                  $4.75 - $10.00 per Sq. Ft.
EXP. CONTRIBUTIONS:                Taxes, CAM and Insurance
SHOP OCCUPANCY:                    80%
VERIFIED WITH:                     Victory Developers (706) 327-4774, 1/29/97
REMARKS:                           The owners would not verify specific rents of
                                   the tenants. Only a rental range for the shop
                                   space was given. Winn Dixie has relocated to
                                   Greenbrier Station 1/2 mile west. Also
                                   Concord Cleaners have relocated. Since
                                   construction of Greenbrier Station this
                                   shopping center has declined substantially.


                                                       H. J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        34

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]

                                RENT COMPARABLE 2

NAME:                              Saks Plaza
LOCATION:                          U.S. Highway 431
                                   Anniston, Alabama
YEAR BUILT:                        1984
SIZE:                              58,325 Sq. Ft. GBA
ANCHORS TENANTS:                   41,125 Sq. Ft. Winn Dixie
                                    9,800 Sq. Ft. Harco Drugs
                                    5,600 Sq. Ft. Local Shop
                                   ------            
                                   56,525 Sq. Ft. NLA
SHOP TENANTS:                      Trend Setters, Chiropractor, Olan Mills
SHOP SPACE RENTS:                  $5.00 - $9.00 per Sq. Ft.
EXP. CONTRIBUTIONS:                Taxes, CAM, Insurance
SHOP OCCUPANCY:                    100%
VERIFIED WITH:                     Victory Developers (706) 327-4774, 1/29/97
REMARKS:                           The owners would not verify specific rents
                                   of the tenants. Only a rental range for the
                                   shop space was given.


                                                       H. J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        35

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]

                                RENT COMPARABLE 3

NAME:                              Coldwater Creek
LOCATION:                          Highway 78 & Coldwater Road
                                   Anniston, Alabama
YEAR BUILT:                        1984
SIZE:                              51,850 Sq. Ft. GBA
ANCHORS TENANTS:                   35,200 Sq. Ft. Winn Dixie
                                    9,800 Sq. Ft. Harco Drugs
                                    5,250 Sq. Ft. Local Shop
                                   ------            
                                   50,250 Sq. Ft. NLA
SHOP TENANTS:                      Supper 10, West Video, Palmetto Textile
                                   Outlet
SHOP SPACE RENTS:                  $4.00 - $8.00 per Sq. Ft.
EXP. CONTRIBUTIONS:                Cam, Tax and Insurance
SHOP OCCUPANCY:                    83% (estimate)
VERIFIED WITH:                     Victory Developers (706) 327-4774, 1/29/97
REMARKS:                           The owners would not verify specific rents of
                                   the tenants. Only a rental range for the shop
                                   space was given. The occupancy level has been
                                   estimated based on the number of vacant
                                   units. This center is located in a rural area
                                   of Calhoun County.


                                                       H. J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        36

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]

                                RENT COMPARABLE 4

NAME:                              Pell City Marketplace
LOCATION:                          Highway 231 South
                                   Pell City, Alabama
YEAR BUILT:                        1993
SIZE:                              Anchors:           138,941 Sq. Ft.
                                   Local Shop Space:   18,500 Sq. Ft.
                                                       ------        
                                   Total              157,441 Sq. Ft.
ANCHOR TENANTS:                    K Mart, Winn-Dixie, Harco Drugs
SHOP SPACE RENT:                   $8.00 - $11.75 per Sq. Ft.
EXP. CONTRIBUTIONS:                Pro rata share of taxes, insurance & CAM
SHOP OCCUPANCY:                    100%
VERIFIED WITH:                     Bill Helms, (334) 264-1102, 1/29/97
REMARKS:                           This center is located just south of the
                                   central business district of Pell City in a
                                   rapidly growing commercial area. This
                                   location is approximately two miles south of
                                   Interstate 20. The shop space rent range
                                   reflects size and term tenant spaces and
                                   leases.


                                                       H. J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE- (CONTINUED)                                         37

                               [GRAPHIC OMITTED]

                                  [PHOTOGRAPH]

                                RENT COMPARABLE 5

NAME:                              The Village at Moody
LOCATION:                          Interstate 20 at U.S. Highway 411
                                   Moody, Alabama
YEAR BUILT:                        1994
SIZE:                              60,800 Sq. Ft.
ANCHOR TENANTS:                    Winn-Dixi          44,000 Sq. Ft.
                                   Local Shop Space:  16,400 Sq. Ft.
SHOP SPACE RENT:                   $10.50- $11,50 per Sq.Ft.
EXP. CONTRIBUTIONS:                Pro rata share of Cam, Tax and Insurance
SHOP OCCUPANCY:                    93 %
VERIFIED WITH:                     Dick Schmalz, and rent roll
REMARKS:                           This property is located off I-20 in Moody,
                                   Alabama, part of the Birmingham Metro Area.


                                                       H. J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE- (CONTINUED)                                         38

Rental rates for non-anchored shop space in the for three comparables in the
Anniston area ranged from $4.00 to $10.00 per square foot. The rates from the
newer centers in Pell City and Moody, which are most comparable to the subject,
ranged from $8.00 to $11.75 per square foot. Based on these comparables, the
subject's current rents appear to be competitive and market oriented. Based on
Comparables 4 and 5, as well as the subject's current leases, the market rent
for the subject's vacant shop is estimated at $11.00 per square foot.

As with most modem neighborhood shopping centers, shop space tenants pay their
pro rata share of taxes, insurance, and common area maintenance. In addition to
these expense contribution, most of the subject's local tenants pay 15% of CAM
expense for administration, and several contribute $.05 per square foot for
structural reserves, and one pays 5% of base rent for management fee.

The contract rents for Winn Dixie and Revco Drugs, like most signature stores,
are a function of the development cost and negotiations between developer and
tenant. The Winn Dixie rent at $7.70 per square foot, and Revco Drugs at $7.75
per square foot are within the range of similar food and drug tenant rental
rates as illustrated in the following table.

================================================================================
Tenant             Location               Year     Size-Sq. Ft.     Rent/Sq. Ft.
================================================================================
Winn Dixie         Alabaster, AL          1993           44,000            $6.50
Winn Dixie         Panama City, FL        1993           44,000            $7.15
Winn Dixie         Moody, AL              1993           44,000            $7.00
Winn Dixie         Chalkville, AL         1994           51,250            $6.50
Winn Dixie         Alexander City, AL     1994           44,000            $6.75
Winn Dixie         Chattanooga, TN        1994           44,000            $7.05
Winn Dixie         Anniston, AL           1995           44,000            $7.70
Winn Dixie         Birmingham, AL         1995           44,000            $6.95
Winn Dixie         Mobile, AL             1996           51,282            $8.00
Winn Dixie         Dalton, GA             1996           44,000            $9.26
Winn Dixie         Trussville, AL         1996           44,000            $8.15
Winn Dixie         Mobile, AL             1997           44,000            $9.00
Winn Dixie         Mobile, AL             1997           44,000            $8.85
Winn Dixie         Fairhope, AL           1997           51,282            $9.25
================================================================================

================================================================================
Drugs for Less     Birmingham, AL         1993           18,000            $7.50
Harco Drugs        Birmingham, AL         1993           12,876            $5.95
Harco Drugs        Pell City, AL          1993            9,100            $7.50
Harco Drugs        Alabaster, AL          1993            9,100            $8.50
Big B Drugs        Chattanooga, TN        1994            8,470            $7.00
Harco Drugs        Tuscaloosa, AL         1994           10,160            $7.90
Revco              Anniston, AL           1995            9,240            $7.75
Drugs for Less     Birmingham, AL         1995           18,000            $7.00
Revco              Dalton, GA             1996            8,450            $9.75
Harco Drugs        Mobile, AL             1997           10,125            $8.25
================================================================================


                                                       H. J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE- (CONTINUED)                                         39

Revco Drugs will pay their pro rata share of taxes, insurance, and common area
maintenance. Winn Dixie has their own identified parcel and directly pay all
taxes, insurance, and building and grounds maintenance. Due to the nature of the
Winn Dixie lease terms, which is nonterminable, their lease is considered a
"Bond Lease."

The Winn Dixie and Revco Drugs leases call for percentage rents. It is unlikely
that these tenants will reach a level of sales requiring percentage rent until
they have become well established in this market. As such, no income from
percentage rent is estimated.

The Potential Gross Income is the sum of the subject's contract rents plus
expense reimbursements for the pro rata share of taxes, insurance, and common
area maintenance, including administrative fee for some tenants as well as
structural reserves and management fee for the following tenants. Expenses for
these items are estimated in the Expense Analysis on the following pages. The
following table shows the calculations of CAM Administrative Fee, Structural
Reserves, and Management Fee for local shop tenants according to their leases.


================================================================================
OTHER EXPENSE REIMBURSEMENTS
================================================================================
                  CAM Admin    Amount    St. Rev.   Amount   Management   Amount
Concord Cleaners     15%         $81      $0.05       $60        0%          $0
Head Start            0%          $0      $0.05       $60        5%        $630
Linda Strickland     15%         $65      $0.00        $0        0%          $0
================================================================================
Category Totals                 $416                 $120                  $630
================================================================================
Grand Total         $896
================================================================================

The Potential Gross Income is calculated in the following table.


                                                       H. J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        40

================================================================================
                           VALUATION - INCOME APPROACH
================================================================================
POTENTIAL GROSS INCOME
Anchor Tenants
  Winn Dixie             44,000 sq.ft.@        $7.70 = $338,800

  Revco                   9,240 sq.ft.@        $7.75 =  $71,610
                         ------                        --------
Subtotal                 53,240 sq.ft.                               $410,410

No-Anchor Tenants
  Premier Video           4,800 sq.ft.@        $9.50 =  $45,600
                                         
  Concord Cleaners        1,200 sq.ft.@       $11.50 =  $13,800
                                         
  Head Start              1,200 sq.ft.@       $10.50 =  $12,600
                                         
  Linda Strickland          960 sq.ft.@       $11.00 =  $10,560
                                         
  Vacant                  1,440 sq.ft.@       $11.00 =  $15,840
                         ------                        --------
Subtotal                  9,600 sq.ft.                                $98,400

Total Rental Income      62,840 sq.ft.                               $508,810

Expense Contributions
  Revco                   9,240 sq.ft.@        $0.93 =   $8,593

No-Anchor Tenants

  CAM Admin., St.                                          $896
  Res., Mgt.
  CAM, Tax, Ins.          9,600 sq.ft.@        $0.93 =   $8,928
                         ------                        --------
                         18,840                                       $18,417
                                                                      -------
                            
POTENTIAL GROSS INCOME                                               $527,227
================================================================================

EFFECTIVE GROSS INCOME

Stabilized vacancy and collection loss is subtracted from Potential Gross Income
to estimate the Effective Gross Income. Winn Dixie and Revco Drugs have extended
lease terms and are considered credit anchor tenants. As such, no vacancy and
credit loss is calculated on their income. Local shop space in the five
comparable shopping centers ranged from 80% to 100% with the two most comparable
being in the upper end of the range. There is good demand for local shop space
in food and drug anchored shopping centers through out the Anniston metro area.
Vacancy and collection loss for the subject's non-anchored shop space is
estimated to be 5% of rent and expense reimbursements, and calculated as:

                      $527,227   Potential Gross Income
                        $5,411   Vacancy and Collection Loss
                      $521,816   Effective Gross Income


                                                       H. J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        41

OPERATING EXPENSES

After estimating Effective Gross Income, all applicable expenses are deducted to
arrive at Net Operating Income. Bring new, the subject has no operating history
to examine. To estimate the appropriate expense levels, statements from similar
shopping centers are analyzed. The expense comparables are presented below and
on the following pages.

Comparable #1
- -------------
Project Name:                Delchamps Plaza North
Location:                    McFarland & Watermelon Road
                             Tuscaloosa, AL
Year Built:                  1986         GLA: 59,389 SF
Source:                      Year End
                             Statement
Type Center:                 Neighborhood
Analysis Year:               1995         Analysis By:  DPM

     Item                      Total                $/SF               %PGR
   --------                  --------              ------              ----- 
Potential Gross Rent:        $459,768               $7.74              100.0%

Less Vac/Credit Loss:           $-603              $-0.01               -0.1%
                             --------              ------              ----- 

Effective Gross Rent:        $459,165               $7.73               99.9%

+                             $41,120               $0.69                8.9%
CAM/Reimbursements:
+ Misc Income:                 $3,439               $0.06                0.7%
                             --------              ------              ----- 
Effec. Gross Income:         $503,724               $8.48              100.0%

     Item                      Total                 $/SF               %EGI
   --------                  --------               -----              ----- 
Less Expenses:
  Management:                 $30,762               $0.52                6.1%
  Ad Valorem Tax:             $33,939               $0.57                6.7%


  Insurance:                   $4,915               $0.08                1.0%
  Administration Expense:      $1,391               $0.02                0.3%

  CAM:                        $41,892               $0.71                8.3%
  Miscellaneous:               $8,765               $0.15                1.7%
                             --------               -----              ----- 
Total Expenses:              $121,664               $2.05               24.2%
                             --------               -----              ----- 
Net Operating Income:        $382,060               $6.43               75.8%
                             ========               =====              ===== 

Comments:      Utilities expense included in CAM. Miscellaneous expense is
               non-pass through expense for budding repair.


                                                       H. J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        42

Comparable # 2

Project Name:                Delchamps Plaza South
Location:                    Skyland Blvd.
                             Tuscaloosa, AL
Year Built:                  1986         GLA: 108,903 SF
Source:                      Year end operating statement
Type Center:                 Neighborhood Shopping Center
Analysis Year:               1996         Analysis By: LHH


         Item                  Total                $/SF                %PGR
         ----                  -----                ----                ----
Effective Gross Rent:        $751,676               $6.90                   %
+ CAM/Reimbursements:         $61,400               $0.56                   %
+ Misc Income:                   $300               $0.00                   %
                             --------               -----              ----- 
Effec. Gross Income:         $813,376               $7.47              100.0%

         Item                  Total                $/SF                %EGI
         ----                  -----                ----                ----
Less Expenses:
  Management:                 $42,686               $0.39                5.2%
  Ad Valorem Tax:             $39,174               $0.36                4.8%
  Insurance:                  $13,588               $0.12                1.7%
  Administration Expense:     $17,144               $0.16                2.1%
  CAM:                        $25,322               $0.23                3.1%
  Utilities:                   $6,564               $0.06                0.8%
  Miscellaneous:               $5,071               $0.05                0.6%
                             --------               -----              ----- 
Total Expenses:              $149,549               $1.37               18.4%
                             --------               -----              ----- 
Net Operating Income:        $663,827               $6.10               81.6%
                             ========               =====              ===== 

Comments:      Misc. Expense is travel and structural repair.


                                                       H. J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE- (CONTINUED)                                         43

COMPARABLE # 3

Project Name:                Stratford Square
Location:                    East Boulevard
                             Montgomery, AL
Year Built:                  1987         GLA: 121,236 SF
Source:                      Year End Statement
Type Center:                 Community Shopping Center
Analysis Year:               1995         Analysis By: Philip Minor

         Item                 Total                 $/SF                %PGR
         ----                 -----                 ----                ----
Effective Gross Rent:        $771,843               $6.37                   %
+ CAM/Reimbursements:        $118,804               $0.98                   %
+Misc Income:                    $412               $0.00                   %
                             --------               -----              ----- 
Effec. Gross Income:         $891,079               $7.35              100.0%

         Item                 Total                 $/SF                %EGI
         ----                 -----                 ----                ----
Less Expenses:
  Management:                 $43,173               $0.36                4.8%
  Ad Valorem Tax:             $47,541               $0.39                5.3%
  Insurance:                  $12,987               $0.11                1.5%
  Administration              $13,769               $0.11                1.5%
  Expense:
  CAM:                        $53,488               $0.44                6.0%
  Miscellaneous:               $5,650               $0.05                0.6%
                             --------               -----              ----- 
Total Expenses:              $176,608               $1.46               19.8%
                             --------               -----              ----- 
Net Operating Income:        $714,471               $5.89               80.2%
                             ========               =====              ===== 

Comments:      Miscellaneous expense includes $3,762 for on-site management,and
               $1,888 advertising and promotion


                                                       H. J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        44

COMPARABLE # 4

Project Name:                Corner Village
Location:                    Auburn, AL
Year Built:                  1978         GLA: 62,510 SF
Source:                      Year End Statement
Type Center:                 Neighborhood Shopping Center
Analysis Year:               1995         Analysis By: Philip Minor


         Item                  Total                 $/SF               %PGI
         ----                  -----                 ----               ----
Effective Gross Rent:        $260,657               $4.17                   %
+ CAM/Reimbursements:         $22,347               $0.36                   %
+Misc Income:                     $83               $0.00                   %
                             --------               -----              ----- 
Effec. Gross Income:         $283,087               $4.53              100.0%

          Item                 Total                 $/SF               %PGI
          ----                 -----                 ----               ----
Less Expenses:
  Management:                 $10,663               $0.17                3.8%
  Ad Valorem Tax:             $21,172               $0.34                7.5%
  Insurance:                   $4,405               $0.07                1.6%
  Administration Expense:      $3,556               $0.06                1.3%
  CAM:                        $25,305               $0.40                8.9%
  Utilities:                     $332               $0.01                0.1%
  Miscellaneous:               $1,718               $0.03                0.6%
                             --------               -----              ----- 
Total Expenses:               $67,151               $1.07               23.7%
                             --------               -----              ----- 
Net Operating Income:        $215,936               $3.45               76.3%
                             ========               =====              ===== 

Comments:      Miscellaneous expense is building repair and maintenance.


                                                       H. J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE- (CONTINUED)                                         45

As indicated previously, the subject has no operating history. The owner's
proforma for 1997 indicate the following expenses:

                Management                         $.31  PSF
                Ad Valorem Tax                      .42  PSF
                CAM                                 .495 PSF
                Insurance                           .085 PSF
                Building Maintenance                .10  PSF
                Administration                      .003 PSF

Based on these expense comparables and the owner's pro forma, the pertinent
expense categories in appropriate amounts are estimated below. Because Winn
Dixie is responsible for paying all operating expenses associated with their
store, the following expense estimates reflect expenses for Revco Drugs and the
non-anchored tenants only.

Management Fee:               The management fee of the comparables properties
                              ranged from 3.8% to 6.1%. As indicated previously,
                              the subject property is one of fifteen shopping
                              centers in a cross collateralized portfolio of
                              retail properties under single management.
                              Considering economies of scale, the subject's
                              management fee is estimated at the low end of the
                              range at 4% of effective rental income.

Ad Valorem tax:               The subject's ad valorem tax, as previously
                              discussed, is estimated at $7,127 per year or $.38
                              per square foot.

Insurance:                    The subject property is covered under a blanket
                              insurance policy, and being new, has no
                              established premium. Based upon the expense
                              comparables the cost of insuring the subject's
                              improvements and the cost of liability insurance
                              is estimated to be $1,900 per year or $.10 per
                              square foot.

Common Area Maintenance:      Common area maintenance and repair expense is
                              estimated at $8,500 per year or $.45 per square
                              foot which is based on the comparables which
                              ranged from $.23 to $.71 per square foot with an
                              average of $.45 per square foot.

Structural Maintenance:       Structural maintenance is estimated to be $.10 per
                              square foot for a total annual amount of $1,800.
                              The comparables ranged from $.03 to $.15 per
                              square foot with an average of $.07 per square
                              foot. The owner's pro forma indicated $.10 per
                              square foot.


                                                       H. J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        46

Administrative:               This expense is estimated to be $500 per year or
                              $.03 per square foot, and is based on the
                              comparables which ranged from $.02 to $.16 with
                              and average of $.09 per square foot. The subject's
                              estimated cost is at the low end of the range due
                              to reimbursement of CAM administrative fee.

Total operating expenses are estimated to be $26,431 per year or $1.40 per
square foot for the Revco Drugs and non-anchor tenant space.

Net Operating Income

The subject's net operating income is calculated by subtracting the Operating
Expenses from the Effective Gross Income and illustrated as:

                  $521,816        Effective Gross Income
                   $26,431        Operating Expenses
                  --------                            
                  $495,385        Net Operating Income

Overall Capitalization Rate

To estimate the subject's value via the Income Approach, the subject's
stabilized net operating income is capitalized with an overall capitalization
rate of 9.0%. The selected overall capitalization rate is based on several
methods of capitalization rate development with consideration given to the
non-terminable Winn-Dixie lease, and the cross collateralization of the subject
property with the other fourteen shopping centers in the securitized portfolio
of retail properties. The cap rate development methods, which are presented
following the Income Approach Summary on the following page, includes rates
extracted from comparable sales, recently published investor survey, and three
methods using mortgage and equity positions which include the Ellwood, Band of
Investment, and Debt Coverage Ratio Methods.

Rates extracted from the comparable sales, none of which had non-terminable
leases, ranged from 9.57% to 10.20% with an average of 9.79% and the most recent
sale being at 9.64%. Published rates from the Second Quarter 1997, Korpacz Real
Estate Investor Survey for National Strip Shopping Center, ranged from 8.25% to
13% with an average rate of 9.84% which is similar to the market extracted
rates. The mid range rates from the three mortgage/equity methods ranged from
8.90% to 9.14%. The rates developed with mortgage/equity factors reflect current
conditions and declining interest rates. The criteria used for these methods was
taken from the above investor survey and from interviews with mortgage brokers.


                                                       H. J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        47

The High, Middle, and Low average of the five methods of cap rate development
are 10.25%, 9.31%, and 8.71% respectively. Based on this analysis and the above
considerations, the subject's overall capitalization rate is estimated to fall
between the Middle and Low range of the five methods.

ESTIMATED VALUE BY INCOME APPROACH

The subject's stabilized net operating income of $495,385 is capitalized with an
overall capitalization rate of 9.0% for an estimated value of $5,504,278 which
is rounded to $5,500,000. A summary of the Income Approach to Value is presented
below.

================================================================================
POTENTIAL GROSS INCOME                                                 $527,227

Less Vacancy and Collection Loss

Non-Anchor Tenants                    5%    Rent + Exp. Cont.    =       $5,411
                                                                       --------
EFFECTIVE GROSS INCOME                                                 $521,816

                                              % of       $ per
Less Expenses:                                E.G.I.      S.F.
                                              ------      ----
               Management:         $6,604      4.0%      $0.35
               Ad.Val.Tax          $7,127      1.4%      $0.38
               Insurance           $1,900      0.4%      $0.10
               CAM                 $8,500      1.6%      $0.45
               St. Maint.          $1,800      0.3%      $0.10
               Misc. Admin.          $500      0.1%      $0.03
                                               ---       -----

Total Expenses                                 5.1%      $1.40          $26,431
                                                                       --------
NET OPERATING INCOME                                                   $495,385
Capitalized at                                 9.0%                  $5,504,278
TOTAL INDICATED VALUE - At Completion                     (Rounded)  $5,500,000
================================================================================


                                                       H. J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        48

<TABLE>
<CAPTION>
=====================================================================================================
Property Capitalization

Rate Justification
=====================================================================================================
PROPERTY:   Greenbrier Station Shopping Center
ADDRESS:    Anniston, Alabama
DATE:       August 7, 1997

                                                                           High     Middle     Low
                                                                           ----     ------     ---
<S>                                                                      <C>        <C>       <C>  
                                                                         ----------------------------
1. Market extracted rates for                                             10.20%     9.79%     9.57%
                                                                         ----------------------------
     similar local properties
                                                                         ----------------------------
2. Recent published cap rates                                             13.00%     9.84%     8.25%
                                                                         ----------------------------
     used by institutional investors
3. Ellwood method calculated rates                
     11.55% = Eqty yield before tax (Korpacz)
                                                                         ----------------------------
% Property appreciation (income) over hold period =                       -5.00%     0.00%     5.00%
                                                                         ----------------------------

        75% = Mortgage percent of value
      7.75% = Mortgage interest rate
       20.0 = Mortgage term in years
       10.0 = Investment holding period
      9.85% = Rm = Mortgage constant
      14.4% = Rmp = Mortgage constant over holding period
      31.6% = P = Percent of mortgage paid off over hold
       5.8% = SFF = Sink fund factor
      37.2% = J factor
                                                                         ----------------------------
                                                  Calculated cap rate =    9.36%     8.90%     8.45%
                                                                         ----------------------------
4. Band of Investment Method
                                              Mortgage percent to value  70.000%    75.00%    80.00%

                                                      Mortgage constant   10.35%     9.85%     9.35%
                                                Equity percent to value   30.00%    25.00%    20.00%
                                                 Eqty cash on cash rate    8.00%     7.00%     6.00%
                                                                         ----------------------------
                                                    Calculated cap rate    9.65%     9.14%     8.68%
                                                                         ----------------------------
5. Debt Coverage Ratio Method
                                              Req'd debt coverage ratio     1.25      1.20      1.15
                                              Mortgage percent to value   70.00%    75.00%    80.00%
                                                      Mortgage constant   10.35%     9.85%     9.35%
                                                                         ----------------------------
                                                    Calculated cap rate    9.06%     8.87%     8.60%
                                                                         ----------------------------
=====================================================================================================
</TABLE>


                                                       H. J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        49

================================================================================
                                Explanatory Notes

                          Capitalization Rate Evidence

The accompanying chart illustrates 5 different sets of data or evidence as to
appropriate current property capitalization rates.

          Item # 1 Reflects the current range in capitalization rates
          in the local market based on actual sales - this information
          is historical in nature although there has been a fairly
          consistent pattern evident in this market over the years.

          Item # 2 Reflects actual cap rates used by large financial
          institutions in the acquisition and financing of major real
          estate projects. These rates are also historical in nature,
          but are based on properties of a magnitude atypical in this
          market area. Properties that would appeal to at least a
          regional and perhaps a national market of potential buyers.

          Item # 3 Reflects a calculated cap rate utilizing the
          Ellwood model based on future expectations in income and
          property value growth and equity yield rates - explicit
          input assumptions are listed. This method is compelling when
          market mortgage and equity yield returns are predictable and
          property and income changes can be reliably predicted.

          Item # 4 Analyzes required capital outlays to service both
          the debt (ie mortgage payment) and the equity (cash on cash
          or before tax cash flow or equity dividend). The weighted
          average of these required returns is, by definition, equal
          to the capitalization rate. It should be noted that the
          mortgage interest rate and equity yield rate are NOT part of
          this calculation.

          Item #5 Provides another method often used by lenders. The
          debt coverage ratio is a factor equal to the net operating
          income divided by the annual debt service - in other words,
          it is an estimate of the "cushion" or excess of net
          operating income over and above debt service. The calculated
          cap can be solved for by the following formula R(o) = R(m) X
          DCR X M.

The actual cap rate used by appraisers in this analysis is bracketed by this
information. Further, this chart illustrates the implicit market expectations of
the various investment parameters that are reflected by the specific
capitalization rate used.
================================================================================


                                                       H. J. Porter & Associates
<PAGE>

                               [GRAPHICS OMITTED]

           [MAP OF THE STATES OF TENNESSEE, MISSISSIPPI AND ALABAMA]

                               Improved Sales Map
<PAGE>

                                                                              50

MARKET APPROACH

To estimate the subject property's value by market comparison, a direct
comparison is made with actual sales of other neighborhood shopping center
properties. These sales are analyzed on the basis of price per square foot of
gross building area (GBA) and their effective gross income multiplier (EGIM).

While the subject property is part of a large portfolio of retail properties
which would most likely be marketed as a total package, no sales of similar
portfolio of properties were found with which to compare. The market for retail
properties is national, and purchases are made on the strength and reliability
of the income stream. Similar shopping center sales were located in Birmingham,
Moody, Madison, and Mobile Alabama and Chattanooga, Tennessee.

Each sale is adjusted to the subject for pertinent items, including unusual
financing or conditions of sale, time lapsed since sale, and physical
differences such as age, condition, and construction quality and location as
reflected in the net operating income.

The sales considered are detailed on the following pages with a comparison and
adjustment following the presentation of the sales data.


                                                       H. J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 51

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]

Sale #1
Address/Location:             Village At Moody
                              US Highway 411
                              Moody, AL
Grantor:                      FS Partnership, Ltd.
Grantee:                      Birmingham Realty
Sale Date:                    02/14/1996
Sale Price:                   $4,485,000
Cash Equiv Price:             $4,485,000
Equity:                       $1,485,000
Debt:                         $3,000,000
Terms:                        $1,485,000 cash plus assumption of $3,000,000
                              mortgage at market rates and terms.
Recorded:                     Book 261, Page 313; St. Clair County
Verified With:                Paul Spina, Grantor (205) 733-1131
Verified By:                  David Mullins, H.J. Porter & Associates
Date Verified:                04/10/1996
Rights Conveyed:              Leased Fee
Land Size:                    8.43 Acres
Access/Visibility:            Average/Average
Highest & Best Use:           Neighborhood Shopping Center
Parking:                      396            Parking Ratio: 6.51
Building Size:                60,800 SF(NRA)


                                                       H. J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 52

Sale #1 (Continued
Land: Bldg Ratio:             6.0
Year Built                    1995
Condition                     Good
Building
Description:                  In-line, one story masonry construction with brick
                              exterior on front and sides, and CCB on rear. Flat
                              built-up roof system.
Anchors:                      Winn Dixie - 44,000 SF
Anchor - Sq. Ft.:             44,000         Anchor %: 72.37
Local:                        J&E Ent., Head Start, Movie Gallery, Open Book,
                              Vulcan Rehab, Moody Ceaners, Vill, Beverage, Merle
                              Norman, Nail Shop
Local - Sq. Ft.:              16,800         Local %: 27.63
Lease Information:            Winn Dixie - $7.00 PSF, Local tenant rent range
                              $10.50 to $11.50 PSF with average of $10.67 PSF.
                              All tenants pay pro-rata share of CAM, tax, and
                              insurance.

ANALYSIS
(1|2|3) (*)Source                        TOTAL $ AMOUNT       $ PER $F (NRA)
(A\E\F)     Potential Gross Income:         $533,922              $8.78
(A\E\F)     Vac & Credit Loss:              $  9,920              $0.16
                                            --------              -----
(A\E\F)     Effec. Gross Income:            $524,002              $8.62
(A\E\F)     Less Expenses:                  $ 87,532              $1.44
                                            --------              -----
(A\E\F)     Net Oper. Income                $436,470              $7.18

     ========================================================================
(*)  Field 1:         S = Seller         B = Buyer              A = Appraiser
     Field 2:         A = Actual         E = Estimated
     Field 3:         P = Prior Year     F = Year Following
     ========================================================================

INDICATORS OF VALUE:          Price Per SF (NRA):                   $73.77
                              PGIM:                                 8.40
                              EGIM:                                 8.56
                              R(o):                                 9.73%
                              Expense Ratio:                        16.70%

Remarks:  At time of sale this center was less than one year old and did not
          have a complete year of operating history. PGI includes contract rent
          plus estimated expense contributions. Market vacancy estimated at 5%
          of local tenant rent and expense contributions. Expenses include 4%
          management fee, taxes at $.58 PSF, insurance at $.10 PSF, CAM at $.40
          PSF, and St. Maintenance at $.05 PSF. This center is located at the
          northeast corner of I-20 and US Highway 411 in Moody, Alabama. This
          area is a rapidly growing commercial district in the
          Birmingham/Atlanta interstate corridor.


                                                       H. J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 53

                                [GRAGHIC OMITTED]

                                  [PHOTOGRAPH]

Sale #2
Address/Location:             Plaza Center
                              Hughes Road at Old Madison Pike
                              Madison, Alabama
Grantor:                      Plaza, Ltd.
Grantee:                      Amberjack Ltd.
Sale Date:                    12/21/1994
Sale Price:                   $5,850,000
Cash Equiv Price:             $5,850,000
Terms:                        Cash to Seller
Recorded:                     Deed Book 846, Page 1097; Madison County
Verified With:                Tommy Tillman, Broker (205) 822-7116
Verified By:                  David Mullins, H.J Porter & Associates
Date Verified:                01/11/1995
Rights Conveyed:              Leased Fee
Land Size:                    9.08 Acres
Access/Visibility:            Good/Good
Highest & Best Use:           Shopping Center
Building Size:                79,400 SF(NRA)
Land:Bldg Ratio:              5.0
Year Built:                   1994
Condition:                    Good


                                                       H. J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 54

Sale #2 (Continued)
Building
Description:                  One Story masonry construction with brick veneer
                              and dryvit front. Built up flat roof.
Anchors:                      Kroger
Anchor - Sq. Ft.:             62,800         Anchor %:  79.09
Local:                        Sporting Edge, Cleaners, Papa John's Pizza,
                              Heavenly Hair, Baskin-Robbins, cornerstone, Movie
                              Gallery, Hallmark
Local - Sq. Ft.:              16,600         Local %:  20.91
Lease Information:            All tenants pay a pro-rata share of CAM, Taxes,
                              and Insurance.

ANALYSIS
(1/2/3) *Source                         TOTAL $ AMOUNT      $ PER SF (NRA)
                                        --------------      --------------
(S/A/P)   Potential Gross Income:          $689,320              $8.68
(S/A/P)   Vac & Credit Loss:                $17,750              $0.22
                                           --------              -----
(S/A/P)   Effec. Gross Income:             $671,570              $8.46
(S/A/P)   Less Expenses:                   $111,457              $1.40
                                           --------              -----
(S/A/P)   Net Oper. Income                 $560,113              $7.05

================================================================================
*    Field 1:       S = Seller          B = Buyer                A = Appraiser
     Field 2:       A = Actual          E = Estimated
     Field 3:       P = Prior Year      F = Year Following
================================================================================

INDICATORS OF VALUE:     Price Per SF (NRA):      $73.68
                         PGIM:                    8.49
                         EGIM:                    8.71
                         R(0):                    9.57%
                         Expense Ratio:           16.60


                                                       H. J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 55

                                [GRAGHIC OMITTED]

                                  [PHOTOGRAPH]

Sale#3
Address/Location:             North Hixson Marketplace
                              Hixson Pike and Camp Columbus Road
                              Chattanooga, TN
Grantor:                      North Hixson, L.L.C.
Grantee:                      Amberjack Ltd.
Sale Date:                    03/04/1996
Sale Price:                   $4,760,000
Cash Equiv Price:             $4,760,000
Terms:                        Cash to seller
Recorded:                     Hamilton County
Verified With:                Dick Schmalz, with Grantor (205) 871-2617
Verified By:                  David Mullins, H.J Porter & Associates
Date Verified:                03/15/1996
Rights Conveyed:              Leased Fee
Land Size:                    9.24 Acres
Access/Visibility:            Average/Average
Highest & Best Use:           Neighborhood Shopping Center
Parking:                      405      Parking Ratio: 5.88
Building Size:                63,270 SF(NRA)
Land:Bldg Ratio:              6.4
Year Built:                   1995
Condition:                    Good


                                                       H. J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 56

Sale #3 (Continued)
Building
Description:                  One story neighborhood shopping center with split
                              face block exterior walks and synthetic stucco on
                              steel stud canopy.
Anchors:                      Winn Dixie (49,600 sf GBA & 44,000 sf NRA); Big B
                              Drugs 8,470 sf
Anchor - Sq. Ft.:             52,470           Anchor %: 82.93
Local:                        Movie Gallery, Sally's Beauty and other local
                              tenants
Local - Sq. Ft.:              10,800           Local %: 17.07
Lease Information:            Anchor and Local: CAM, Taxes and Insurance

ANALYSIS
(1\2\3) (*)Source                           TOTAL $ AMOUNT      $ PER $F (NRA)
                                            --------------      --------------
(S\A\F)      Potential Gross Income:            $62,083              $9.85
(A\E\F)      Vac & Credit Loss:                 $13,057              $0.21
                                               --------              -----
(A\E\F)      Effec. Gross Income:              $610,026              $9.64
(A\E\F)      Less Expenses:                    $124,533              $1.97
                                               --------              -----
(A\E\F)      Net Oper. Income                  $485,493              $7.67

     ========================================================================
(*)  Field 1:      S = Seller          B = Buyer             A = Appraiser
     Field 2:      A = Actual          E = Estimated
     Field 3:      P = Prior Year      F = Year Following
     ========================================================================

INDICATORS OF VALUE:         Price Per SF (NRA):          $75.23
                             PGIM:                        7.64
                             EGIM:                        7.80
                             R(o):                        10.2%
                             Expense Ratio:               20.41%

Remarks:  At time of sale, there were two vacant local shops containing 2,400
          sq.ft. Expense contribution included in PGI and local vacancy. Vacancy
          based on 10% of local shop income plus expense contributions. Expenses
          based on 4% management, excluding expense contributions, $1.59 for
          taxes, CAM and insurance plus $.05 for structural reserves. The
          estimated expenses were consistent with Grantor's proforma. Average
          local shop space rent for leased space was $10.45/sf.


                                                       H. J. Porter & Associates
<PAGE>

MARKET APPROACH- (CONTINUED)                                                  57

                               [GRAPHICS OMITTED]

                                  [PHOTOGRAPH]

Sale #4
Address/Location:             Hillcrest Marketplace
                              Hillcrest Road @ Grelot Road
                              Mobile, Alabama
Grantor:                      Hillcrest Marketplace, Ltd.
Grantee:                      80% Shades Creek Partners, 20% Fairway
                              Investments, LLC
Sale Date:                    06/19/1997
Sale Price:                   $6490000
Cash Equiv Price:             $6,490,000
Equity:                       $1,590,000
Debt:                         $4,900,000        Year 1 Debt Service: $480,911
Terms:                        $1,590,000 cash and assumption of 20 year
                              mortgage at 8.375%.
Recorded:                     Deed Book 4479, Page 54; Mobile County
Verified With:                Scott Holcombe, Arlington Properties-Developer
                              (205) 328-9600
Verified By:                  Harris Hollans, H.J. Porter & Associates
Date Verified:                04/02/1997
Rights Conveyed:              Leased Fee Interest
Land Size:                    12.49 Acres
Access/Visibility:            Good/Good
Highest & Best Use:           Neighborhood Shopping Center
Parking:                      359       Parking Ratio: 4.63
Building Size:                76,365 SF(GBA)
Land:Bldg Ratio:              7.1


                                                       H. J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 58

Sale #4 (Continued)
Year Built:                   1997
Condition:                    New
Building
Description:                  Red brick veneer front over concrete block wall.
                              Reinforced concrete slab. Single ply membrane
                              roof. Raised seam metal and canvas awning.
Anchors:                      Winn Dixie (51,282 sq.ft.), Revco (9,240 sq. ft.)
Anchor- Sq. Ft.:              60,522         Anchor %: 79.25
Local:                        Various regional, national, & local
Local- Sq. Ft.:               15,843         Local %: 20.75
Lease Information:            Winn Dixie rent is $8.00 PSF & Revco rent is $8.00
                              PSF. At sale time, no local space was leased.
                              Local rent pro-forma was $11.50 PSF. Expense
                              contribution pro-forma was $1.50 PSF. Since
                              closing, 6 shops have been leased at $12.50 PSF.
                              $12.50 PSF.

ANALYSIS
(1\2\3) *Source                          TOTAL $ AMOUNT       $ PER SF (GBA)
(S\E\F)    Potential Gross Income:          $780,918              $10.23
(S\E\F)    Vac & Credit Loss:                $15,447               $0.20
                                            --------              ------
(S\E\F)    Effec. Gross Income:             $756,471              $10.02
(S\E\F)    Less Expenses:                   $140,020               $1.83
                                            --------              ------
(S\E\F)    Net Oper. Income                 $625,451               $8.19
(S\E\F)    Debt Service (Yr 1):             $480,911               $6.30
                                            --------              ------
(S\E\F)    Cash Flow:                       $144,540               $1.89

     ========================================================================
*    Field 1:       S = Seller          B = Buyer               A = Appraiser
     Field 2:       A = Actual          E = Estimated
     Field 3:       P = Prior Year      F = Year Following
     ========================================================================

INDICATORS OF VALUE:           Price Per SF (GBA):           $84.99
                               PGIM:                         8.31
                               EGIM:                         8.48
                               Ro:                           9.64%
                               Re:                           9.09%
                               Expense Ratio:                18.29%

Remarks:  The total Gross Building Area of the shopping center was 77,557 SF.
          The sale was negotiated and closed prior to completion with equitable
          remedy for completion delays after July 15, 1997. The Grantor
          guaranteed the above EGI for a period of 2 years, thereby assuming the
          risk of leasing up the remaining vacant shop space. The Grantor will
          pay Grantee the difference between rents received, including exp.
          contributions, and the above EGI. If gross income equals or exceeds
          the above EGI for 6 months, guarantee is terminated. There are 5 out
          parcels lots at this center which were not included in the sales. Lots
          have been sold to Wendy's, New York Bagel, and Boston Market.


                                                       H. J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 59

The sales detailed above are compared adjusted to the subject for pertinent
items of difference as:

<TABLE>
==============================================================================================================
                                         MARKET SALES COMPARISON GRID
==============================================================================================================
<S>                  <C>                 <C>               <C>                <C>             <C>
Comp. Number                                          #1                 #2              #3                #4
Grantor                                   FS Partnership        Plaza, Ltd.    North Hixson         Hillcrest
                                                                                                  Marketplace
                                                                                             
Grantee                        SUBJECT       Birmingham     Amberjack, Ltd.       Amberjack      Confidential
                                                 Realty                                      
                                                                                             
Location                Golden Springs       US Hwy 411           Hughes Rd     Hixson Pike    Hillcrest Road
                                    Rd                                                       
                                                                                             
                          Anniston, AL        Moody, AL         Madison, AL    Chattanooga,        Mobile, AL
                                                                                         TN  
- --------------------------------------------------------------------------------------------------------------
Cash Eq. Sale Price                          $4,485,000          $5,850,000      $4,760,000        $6,490,000
Date of Sale                  08/04/97         02/14/96            12/21/94        03/04/96          09/15/97
Building Area S.F.              62,840           60,800              79,400          63,270            76,365
Unadjust. Price/SF                               $73.77              $73.68          $75.23            $84.99
Eff. Gross Income             $521,816         $524,002            $671,570        $610,026          $765,471
EGIM                                               8.56                8.71            7.80              8.48
Net Oper. Income              $495,385         $436,470            $560,113        $485,493          $625,451
Per SF                           $7.88            $7.18               $7.05           $7.67             $8.19
- --------------------------------------------------------------------------------------------------------------
ADJUSTMENTS                                          #1                  #2              #3                #4
Conditions of Sale                               Normal              Normal          Normal            Normal
Adjustment                                           0%                  0%              0%                0%
Market Conditions/Time                            7.40%              13.15%           7.14%              .67%
     at  5.00% /year                                                                         
==============================================================================================================
Preliminary Adj. Price                       $4,816,890          $6,619,275      $5,099,864        $6,533,483
                                                                                             
Preliminary Adj.Price/Sq. Ft.                    $79.23              $83.37          $80.60            $85.56
==============================================================================================================
PHYSICAL DIFFERENCES                                 #1                  #2              #3                #4
Net Operating Income                              9.75%              11.75%           2.74%            -3.79%
- --------------------------------------------------------------------------------------------------------------
Subtotal-Physical                                 9.75%              11.77%           2.74%            -3.79%
==============================================================================================================
Final Adjusted Price                         $5,286,537          $7,398,364      $5,239,600        $6,285,864
Final Adj.Price/Sq.Ft.                           $86.95              $93.18          $82.81            $82.31
==============================================================================================================
</TABLE>

The sales were adjusted to the subject for the following items:

CONDITION OF SALE:  No adjustment indicated.


                                                       H. J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 60

Time:                         Considers an increase of 5% per year based on
                              analysis of the overall capitalization rates of
                              the comparable sales and range of rates from the
                              five methods considered in the Income Approach.

Net Operating Income:         The comparable sales were adjusted to the subject
                              based on the difference in net operating income.
                              The physical and economic characteristics such as
                              condition, age, vacancy, size, and location are
                              reflected in a property's net operating income. As
                              indicated in the following table, there is a
                              direct relationship between the sale price per
                              square foot and net operating income per square
                              foot.

                              ==================================
                                   SP/SF            NOI/SF
                              ----------------------------------
                                   $73.77           $7.18
                                   $73.68           $7.05
                                   $75.23           $7.67
                                   $84.99           $8.19
                              ==================================

                              The adjustment for NOI is based on the following
                              formula: the comparable sales NOI per square foot
                              is subtracted from the subject's estimated NOI per
                              square foot and the difference is divided by the
                              subject's NOI per square foot.

The comparable sales present an adjusted range of value from $82.31 to $93.18
per square foot. The arithmetic mean price is $86.31 per sq.ft. with a standard
devotion of $4.35 per sq.ft. Sale 5 is the most recent, and Sales 1 and 3 are
most similar in size and location. Based on this analysis, with consideration
given to the non-terminability of the Winn Dixie lease and the subject's cross
collateralization, the subject's value is estimated at $86.00 per square foot
for a total value by direct sales comparison as:

          62,840    Sq. Ft. GBA    @    $86.00    =    $5,404,240

                                        Rounded        $5,400,000


                                                       H. J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 61

The Effective Gross Rent Multipliers (EGIM) derived from the above sales are
highlighted as:

                           SALE #            EGIM
                           ------            ----
                              1              8.56
                              2              8.71
                              3              7.80
                              4              8.48

The Effective Gross Income Multipliers of the five comparable sales range from
7.8 to 8.71 with a mean EGIM of 8.47. Based on these sales, with consideration
given to declining interest rates, the subject's EGIM is estimated at the high
end of the range. The subject is valued by EGIM as:

               $521,816 EGIM    x    8.7     =    $4,539,799
                                       Rounded    $4,540,000

The two market indicators of value are correlated with greater wright given m
adjusted sale price per square foot for a value by market of $5,200,000. The
indicated value by EGIM is skewed because the multipliers do not reflect
declining caps rams.


                                                       H. J. Porter & Associates
<PAGE>

RECONCILIATION AND FINAL VALUE ESTIMATE                                       62

Cost Approach ......................................................  $5,190,000

This approach is felt to be reliable, being based on a respected national cost
service's figures as well as actual cost of other centers. The land value is
based on recent commercial land sales from the subject's market area and is felt
to be well supported. This approach is given secondary consideration to the
Income Approach.

Income Approach ....................................................  $5,500,000

This approach is felt to be most indicative of the subject's value. It best
reflects current and projected market conditions as they relate to the subject
and mirrors the actions of investors in today's market. Overall, this approach
is afforded greatest consideration.

Market Approach ....................................................  $5,200,000

This approach is based on recent sale of other neighborhood shopping centers and
is reliant upon the direct sales comparison on a price per square foot basis.
The estimated value by EGIM is somewhat skewed because the Effective Gross
Income Multipliers of the comparable sales do not reflect the downward trend in
overall capitalization rates. This approach is afforded less consideration than
the Income Approach.

Based on the value indications summarized above, I am of the opinion that the
subject's leased fee interest has a market value, as of August 7, 1997, of:

                   FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS
                   ------------------------------------------
                                  ($5,500,000)

          Divided As:              Improvements             $4,910,000
                                   Land                       $590,000
                                                            ----------
                                   Total                    $5,500,000


                                                       H. J. Porter & Associates
<PAGE>

                                                                              63

                                  CERTIFICATION

I certify that, to the best of our knowledge and belief,...

1.   The statements of fact contained in this report are true and correct.

2.   The reported analyses, opinions, and conclusions are limited only by the
     reported assumptions and limiting conditions, and are my personal, unbiased
     professional analyses, opinions and conclusions.

3.   I have no present or prospective interest in the property that is the
     subject of this report, and I have no personal interest or bias with
     respect to the parties involved.

4.   My compensation is not contingent on an action or event resulting from the
     analyses, opinions, or conclusions in, or the use of, this report. My
     compensation is not contingent upon the reporting of a predetermined value
     or direction in value that favors the cause of the client, the amount of
     the value estimate, the attainment of stipulated result, or the occurrence
     of a subsequent event.

5.   My analyses, opinions, and conclusions were developed, and this report has
     been prepared, in conformity with the requirements of the Code of
     Professional Ethics and the Standards of Professional Practice of the
     Appraisal Institute, and the Uniform Standards of Professional Appraisal
     Practice as promulgated by the Appraisal Standards Board of the Appraisal
     Foundation.

6.   The use of this report is subject to the requirements of the Appraisal
     Institute and the Alabama Real Estate Appraisers Board relating to review
     by its duly authorized representatives.

7.   This assignment was made subject to regulations of the State of Alabama
     Real Estate Appraisers Board. The undersigned State Certified General Real
     Property Appraiser has met the requirements of the board that allow this
     report to be regarded as a "certified appraisal."

8.   I am currently certified under the continuing education program of the
     Appraisal Institute.

9.   I have made a personal inspection of the property that is the subject of
     this report.

10.  No one provided significant professional assistance to the person signing
     this report.


                                                       H. J. Porter & Associates
<PAGE>

                           CERTIFICATION - (CONTINUED)

11.  This appraisal assignment was not based on a requested minimum valuation, a
     specific valuation, or the approval of a loan.

12.  Base upon the foregoing investigation and analysis of the subject property
     and its economic environment, I am of the opinion that, the subject
     property has a value as of August 7, 1997, of:



                   FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS
                   ------------------------------------------
                                  ($5,500,000)


/s/  DAVID P. MULLINS                                                 9/15/97
- ----------------------                                               ---------
DAVID P. MULLINS, MAI                                                  DATE
Certified General Real Property Appraiser
Alabama Certificate No. G8


                                                       H. J. Porter & Associates
<PAGE>

ADDENDUM


     EXHIBITS
     Location Map .............................................   Facing Page 3
     Survey ...................................................   Facing Page 4
     State Map ................................................   Facing Page 7
     Site Plan ................................................  Facing Page 16
     Subject Photographs ......................................  Facing Page 17
     Land Sales Map ...........................................  Facing Page 23
     Rental Location Map ......................................  Facing Page 32
     Improved Sales Map .......................................  Facing Page 50

     REAR EXHIBITS
     Engagement Letter
     Lease Synopses
     Assumptions and Limited Conditions
     Appraiser's Qualifications
     Appraiser's Certificate


                                                       H. J. Porter & Associates
<PAGE>

                      [H.J. PORTER ASSOCIATES - LETTERHEAD]

                                  July 31, 1997

Mr. Anthony Rokovich
Merrill Lynch
World Financial Center - North Tower
New York, NY 10281

                    Re:  Agreement for Appraisal Services

Dear Mr. Rokovich:

Please allow this to serve as our proposal and agreement for appraisal services
on the properties described below.

Property To Be Appraised

The real estate to be appraised is briefly described as:

59 West Shopping Center                       29 North Shopping Center
700 Academy Drive                             1550 South U.S. Highway 29
Bessemer, AL                                  Cantonment, FL

Clanton Marketplace                           Nine Mile Plaza Shopping Center
Highway 31 & Ollie Avenue                     312 East Nine Mile Road
Clanton, AL                                   Pensacola, FL

Betts Crossing Shopping Center                Parker Shopping Center
1441 Fox Run Parkway                          208 South Tyndal Parkway
Opelika, AL                                   Parker, FL

Opp Marketplace                               The "T" Shopping Center
507 E. Cummings Road                          17184 Front Beach Road
Opp, AL                                       Panama City Beach, FL

Greenbrier Station Shopping Center            Mandeville Marketplace
1408 Golden Springs Road                      619 N. Causeway Blvd.
Anniston, AL                                  Mandeville,

Russell Crossing Shopping Center
U.S. Highway 280 and Stadium Drive
Phenix City, AL


      123 N. College St., Ste. 100 o P.O. Box 28 o Auburn, Alabama 36830 o
                        (334)826-8682 o Fax (334)826-3827
 14 Office Park Circle, Suite 230 o Birmingham, Alabama 35223 o (205)871-3600 o
                                Fax (205)879-3762
418 Scott Street o Montgomery, Alabama 36104 o (334)262-8331 o Fax (334)262-8325

                  Real Estate Research, Appraisal & Counseling
<PAGE>

Mr. Rokovich
July 31, 1997
page 2


Purpose Of The Appraisal

These appraisals will be made to determine the market value of the leased fee
interest of the abject real estate. The term "market value" is as defined in the
Uniform Standards of Professional Appraisal Practice as promulgated by the
Appraisal Standards Board of the Appraisal Foundation.

Function Of The Appraisal

It is understood that these appraisals have been requested to functions as an
underwriting guide for mortgage loan purpose and for use in the securitization
of the mortgage. Accordingly, these appraisals may be provided by Merrill Lynch
to potential investors in a securitization or other sale of the Mortgage
Loan(s).

Scope Of The Appraisal

The scope of this assignment shall include, but not be limited to:

1)   Personal contact with the owner or his representative to arrange an on-site
     inspection.

2)   On-site inspection of the site and improvements.

3)   Review of public records pertaining to the subject.

4)   Research into public records and interviews with Realtors(R), management
     agents, owners, developers, and other appraisers as deemed pertinent, to
     locate comparable data.

5)   Analysis of comparable data and completion of the Cost, Market, and Income
     Approaches to value as may be deemed applicable.

Report and Delivery

The appraisals will be complete analyses communicated in self-contained
narrative reports with all supporting information and exhibits included.

The appraisals will be made in conformance with the Standards of Professional
Practice mad Code of Ethics of the Appraisal Institute. As such, the reports
shall be subject to their review. The appraisals shall also conform to the
Uniform Standards of Professional Appraisal Practice as set by the Appraisal
Standards Board of the Appraisal Foundation.

The date of appraisals shall be made effective as of the dates of inspection.
The reports will be addressed to Mr. Anthony-Rokovich, Merrill Lynch:
Additionally, the properties will be valued as of the estimated dates of
completion of improvements and as of the estimated date of stabilized occupancy,
as may be applicable.

Three ( 3 ) copies of the completed reports will be delivered within four weeks
of receipt of your authorization to proceed and the required information noted
below.

Fee

Our fee for this assignment shall be Forty Six Thousand Dollars ($46,000.00) due
and payable on delivery of the completed reports. Any amount past due over
sixty (60) days shall be subject to a late charge of 1-1/2% per month.


                                                       H. J. Porter & Associates
<PAGE>

Mr. Rokovich
July 31, 1997
page 3


The fee charged is for the appraisal reports requested. Should revisions be
requested due to a change in basic requirements by the client, an additional fee
will be charged. Consultations and, if requested in advance, court testimony,
stand by, depositions or pre-trial conferences will be charged at a per diem
rate of One Thousand Dollars ($1,000.00). Should additional copies of the report
be required, they will be made available on reasonable notice at a charge of One
Hundred Dollars ($100.00) per copy.

Client Relationship

It is understood that Merrill Lynch is considered to be the Client of H. J.
Porter & Associates. Accordingly, it shall be responsible for payment of all
fees due hereunder. Unless authorized in writing, the personnel of H. J. Porter
& Associates are not authorized to, nor will they divulge or discuss any of the
findings or conclusions of the appraisal with anyone other than the client.

Information Required

In order to uncle take this assignment we will need the following items for each
property to begin work. It is my understanding that the borrower, Newton,
Oldacre, McDonald will provide this information.

o    Legal name and address of owner

o    Copy of all current leases on the subject property.

o    Transaction data on any sales of the subject (or a portion thereof) during
     the past five (5) years.

o    Ad Valorem tax information.

o    Insurance information including limits of coverage, carrier, annual
     premium, and agent.

o    Current year to date and prior three years income and expense history.

o    Survey and legal description of property to be appraised.

o    Plot plan.

o    Results of any environmental site assessments or testing for hazardous
     materials.

Upon receipt of the information noted above and an executed copy of the
agreement, we will begin work on this assignment. This proposal shall remain
open for a period of one week from the above date. If not executed by that date
the delivery time and fee quoted are subject to change.

Your choice of us for this assignment is appreciated.

                                        Yours very truly,


                                        /s/  David P. Mullins
                                        -----------------------------
                                        David P. Mullins, MAI
                                        H. J. Porter & Associates


The above terms and conditions are acceptable and you are authorized to proceed
as of this _____ day of____, 1997. It is understood that the fee agreed upon is
due and payable on delivery of the report and by executing this agreement agree
to responsibility for this fee.

                                        Client:

                                        By:  /s/  Lawrence Miller
                                        ---------------------------------
                                        Its: Director


                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                       Winn-Dixie Montgomery, Inc.

Area:                         44,000 Sq. Ft.

Term:                         20 years

Renewal Options:              6 option for 5 years each at same rent and terms

Minimum Rental:               $338,800/year, or $7.70/sf

Percentage Rent:              1% over natural breakpoint

Expenses:                     Winn-Dixie will be responsible for building and
                              grounds maintenance, ad valorem taxes, and
                              property insurance on their delineated area. This
                              is a triple net lease wherein the tenant is
                              responsible for a expenses associated with the
                              operation of the property.

Repairs by Landlord:          None

Repairs by Tenant:            All

Parking:                      6 spaces per 1,000 sf of leasable area with cross
                              parking easements with the remainder of the
                              shopping center.

Subletting:                   Tenant has right to use, vacate, assigned, sublet
                              in whole or part for retail food store or any
                              other lawful use.

Subordination:                Yes

Non-Terminability:            This lease shall not terminate and the Tenant
                              shall not have any right to terminate this lease
                              during the Term. Basic rent and all other sums
                              payable by Tenant shall be paid without notice or
                              demand, and without set-off, counterclaim,
                              recoupment, abatement, suspension, deferment,
                              diminution, deduction, or defence.

                              It is the intention of this lease that the
                              obligations of the Tenant shall be separate and
                              independent covenants and agreements, and that
                              Basic Rent and all other sums payable by Tenant
                              shall continue to be payable in all events, and
                              that the obligations of Tenant shall continue
                              unaffected.


                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                       Revco Drugs

Area:                         9,240 Sq. Ft.

Term:                         15 years

Renewal Options:              3 option for 5 years each

Minimum Rental:               $7.75/Sq. Ft.

Percentage Rent:              2% over natural breakpoint

Expense Contributions:

     C.A.M.                   Pro-rata share

     Tax                      Pro-rata share

     Insurance                Pro-rata share

     Structural Res.          None

     Management Fee           None

Utilities Paid By:            Tenant

Repairs by Landlord:          Roof, foundation, and structural portions of the
                              building including exterior walls

Repairs by Tenant:            All interior components and mechanical equipment
                              plus exterior doors and plate glass.

Parking:                      5 spaces per 1,000 sf of leasable area

Subletting:                   Yes, with Lessor's written permission

Subordination:                Yes


                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                       Premiere Video

Area:                         4,800 Sq. Ft.

Tern:                         5 years

Renewal Options:              2 option for 3 years each

Minimum Rental:               $9.50/Sq. Ft.

Percentage Rent:              None

Expense Contributions:

     C.A.M.                   Pro-rata share

     Tax                      Pro-rata share

     Insurance                Pro-rata share

Utilities Paid By:            Tenant

Repairs by Landlord:          Roof and exterior structural portions of the
                              building

Repairs by Tenant:            All interior components and mechanical equipment
                              plus exterior doors and plate glass. Tenant must
                              maintain HVAC service contract.

Parking:                      None specified

Subletting:                   Yes, with Lessor's written permission

Subordination:                Yes


                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                       Concord Cleaners

Area:                         1,200 Sq. Ft.

Term:                         3 years

Renewal Options:              2 options for 3 years each

Minimum Rental:               $11.50/Sq. Ft.

Percentage Rent:              None

Expense Contributions:

     C.A.M.                   Pro-rata share plus 15% administrative cost

     Tax                      Pro-rata share

     Insurance                Pro-rata share

     Structural Res.          Tenant pays $.05/sf for structural reserves

Utilities Paid By:            Tenant

Repairs by Landlord:          Roof and exterior structural portions of the
                              building

Repairs by Tenant:            All interior components and mechanical equipment
                              plus exterior doors and plate glass. Tenant must
                              maintain HVAC service contract.

Parking:                      None specified

Subletting:                   Yes, with Lessor's written permission

Subordination:                Yes


                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                       Head Start

Area:                         1,200 Sq. Ft.

Term:                         5 years

Renewal Options:              2 option for 5 years each

Minimum Rental:               $10.50/Sq. Ft.

Percentage Rent:              None

Expense Contributions:

     C.A.M.                   Pro-rata share

     Tax                      Pro-rata share

     Insurance                Pro-rata share

     Other                    $.05/Sq. Ft. structural reserves and 5% management

Utilities Paid By:            Tenant

Repairs by Landlord:          Roof and exterior structural portions of the
                              building including foundation and bearing walls

Repairs by Tenant:            All interior components and mechanical equipment
                              plus exterior doors and plate glass. Tenant must
                              maintain HVAC service contract.

Parking:                      None specified

Subletting:                   Yes, with Lessor's written permission

Subordination:                Yes

Remarks:


                                                       H. J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                       Linda Strickland

Area:                         960 Sq. Ft.

Term:                         5 years

Renewal Options:              None

Minimum Rental:               $11.00/Sq. Ft.

Percentage Rent:              None

Expense Contributions:

     C.A.M.                   Pro-rata share plus 15% for administration

     Tax                      Pro-rata share

     Insurance                Pro-rata share

     Other                    None

Utilities Paid By:            Tenant

Repairs by Landlord:          Roof and exterior structural portions of the
                              building including foundation and bearing walls

Repairs by Tenant:            All interior components and mechanical equipment
                              plus exterior doors and plate glass. Tenant must
                              maintain HVAC service contract.

Parking:                      None specified

Subletting:                   Yes, with Lessor's written permission

Subordination:                Yes

Remarks:


                                                       H. J. Porter & Associates
<PAGE>

ASSUMPTIONS AND LIMITING CONDITIONS

1.   COPIES, PUBLICATION, DISTRIBUTION, USE OF REPORT:

     Possession of this report or any copy thereof does not carry with the right
     of publication, nor may it be used for other than its intended use. The
     report may not be used for any purpose by any person or corporation other
     than the client or the party to whom it is addressed or copied without the
     written consent of the appraiser, and then only in its entirety.

     Neither all nor any part of the contents of this report shall be conveyed
     to the public through advertising, public relations efforts, news, sales,
     or other media, without the written consent and approval of the appraiser,
     nor may any reference be made in such a public communication to the
     Appraisal Institute or the MAI designation.

2.   CONFIDENTIALITY:

     The appraiser may not divulge the material (evaluation) contents of the
     report, analytical findings or conclusions, or give a copy of the report to
     anyone other than the client or his designee as specified in writing except
     as may be required by the Appraisal Institute as they may request in
     confidence for ethics enforcement, or by a court of law or body with the
     power of subpoena.

     This appraisal is to be used only in its entirety and no part is to be used
     without the whole report. All conclusions and opinion concerning the
     analysis are set forth in the report and were prepared by the Appraiser
     whose signature appears on the appraisal report, unless indicated as
     "Review Appraiser." No change of any item in the report shall be made by
     anyone other than the Appraiser and/or officer of the firm. The Appraiser
     and firm shall have no responsibility if any such unauthorized change is
     made.

3.   INFORMATION USED:

     No responsibility is assumed for accuracy of information furnished by or
     from others, the client, his designee, or public records. We are not liable
     for such information or the work of possible subcontractors. The comparable
     data relied upon in this report has been confirmed with one or more parties
     familiar with the transaction or from affidavit; all are considered
     appropriate for inclusion to the best of our factual judgement and
     knowledge.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

4.   TESTIMONY, CONSULTATION, COMPLETION OF CONTRACT FOR APPRAISAL SERVICES:

     The contract for appraisal, consultation or analytical service, are
     fulfilled and the total fee payable upon completion of the report. The
     appraiser or those assisting in the preparation of the report will not be
     asked or required to give testimony in court or hearing because of having
     made the appraisal, in full or in part, nor engage in post appraisal
     consultation with client or third parties except under separate and special
     arrangement and at additional fee.

5.   EXHIBITS:

     The sketches and maps in this report are included to assist the reader in
     visualizing the property and are not necessarily to scale. Various photos,
     if any, are included for the same purpose and are not intended to represent
     the property in other than actual status, as of the date of the photos.
     Site plans are not surveys unless shown from separate surveyor.

6.   LEGAL, ENGINEERING, FINANCIAL, STRUCTURAL, OR MECHANICALNATURE HIDDEN
     COMPONENTS, SOIL:

     No responsibility is assumed for matters legal in character or nature, nor
     matters of survey, nor of any architectural, structural, mechanical, or
     engineering nature. No opinion is rendered as to the title, which is
     presumed to be good and merchantable. The property is appraised as if free
     and clear, unless otherwise stated in particular parts of the report.

     The legal description is assumed to be correct as used in this report as
     furnished by the client, his designee, or as derived by the appraiser.

     The appraiser has inspected as far as possible, by observation, the land
     and the improvements thereon; however it was not possible to personally
     observe conditions beneath the soil or hidden structural, or other
     components. We have not critically inspected mechanical components within
     the improvements and no representations are made herein as to these matters
     unless specifically stated and considered in the report. The value estimate
     considers there being no such conditions that would cause a loss of value.
     The land or the soil of the area being appraised appears firm, however
     subsidence in the area is unknown. The appraiser does not warrant against
     this condition or occurrence of problems arising from soil conditions.

     The appraisal is based on there being no hidden, unapparent, or apparent
     conditions of the property site, subsoil, or responsibility is assumed for
     any such conditions or for any expertise or engineering to discover them.
     All mechanical components are


                                                 H. J. Porter & Associates, Inc.
<PAGE>

ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

     assumed to be in operable condition and status standard for properties of
     the subject type. Conditions of heating, cooling, ventilating, electrical
     and plumbing equipment is considered to be commensurate with the condition
     of the balance of the improvements unless otherwise stated. No judgement is
     made as to adequacy of insulation, type of insulation, or energy efficiency
     of the improvements or equipment.

7.   RELATING TO THE AMERICAN WITH DISABILITIES ACT:

     The Americans with Disabilities Act ("ADA") became effective January 26,
     1992. The appraisers have not made a specific compliance survey and
     analysis of this property to determine whether or not it is in conformity
     with the various detailed requirements of the ADA. It is possible that a
     compliance survey of the property together with a detailed analysis of the
     requirements of the ADA could reveal that the property is not in compliance
     with one or more of the requirements of the Act. If so, this fact could
     have a negative effect upon the value of the property. Since there is no
     direct evidence relating to this issue, possible non-compliance with the
     requirements of ADA in estimating the value of the property has not been
     considered.

8.   LEGALITY OF USE:

     The appraisal is based on the premise that, there is full compliance with
     all applicable federal, state and local environmental regulations and laws
     unless otherwise stated in the report; further that all applicable zoning,
     building, and use regulations and restrictions of all types have been
     complied with unless otherwise stated in the report; further that all
     applicable zoning, building, and use regulations and restrictions of all
     types have been complied with unless otherwise stated in the report;
     further, it is assumed that all required licenses, consents, permits, or
     other legislative or administrative authority, local, state, federal and/or
     private entity or organization have been or can be obtained or renewed for
     any use considered in the value estimate.

9.   COMPONENT VALUES:

     The distribution of the total valuation in this report between land and
     improvements applies only under the existing program of utilization. The
     separate valuations for land and building must not be used in conjunction
     with any other appraisal and are invalid if so used.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

10.  AUXILIARY AND RELATED STUDIES:

     No environmental or impact studies, special market study or analysis,
     highest and best use analysis study or feasibility study has been requested
     or made unless otherwise specified in an agreement for services or in the
     report. The appraiser reserves the unlimited right to alter, amend, revise
     or rescind any of the statements, findings, opinions, values, estimates, or
     conclusions upon any subsequent study or analysis or previous study or
     analysis subsequently becoming known to him.

11.  DOLLAR VALUES, PURCHASING POWER:

     The market value estimated, and the costs used, are as of the date of the
     estimate of value. All dollar amounts are based on the purchasing power and
     price of the dollar as of the date of the value estimate.

12.  INCLUSIONS:

     Furnishings and equipment of business operations except as specifically
     indicated and typically considered as a part of real estate, have been
     disregarded with only the real estate being considered in the value
     estimate unless otherwise stated.

13.  PROPOSED IMPROVEMENTS, CONDITIONED VALUE:

     Improvements proposed, if any, on or off-site, as well as any repairs
     required are considered, for purpose of this appraisal to be completed in
     good and workmanlike manner according to information submitted and/or
     considered by the appraiser. In cases of proposed construction, the
     appraisal is subject to change upon inspection of property after
     construction is completed. This estimate of market value is as of the date
     shown, as proposed, as if completed and operating at levels shown and
     projected.

14.  VALUE CHANGE, DYNAMIC MARKET, INFLUENCES:

     The estimated market value is subject to change with market changes over
     time; value is highly related to exposure, time, promotional effort, terms
     motivation, and conditions surrounding the offering. The value estimate
     considers the productivity and relative attractiveness of the property
     physically and economically in the marketplace. The "Estimate of Market
     Value " in the appraisal report is not based in whole or in part upon the
     race, color or national origin of the present owners or occupants of the
     properties in the vicinity of the property appraised.

     In cases of appraisals involving the capitalization of income benefits, the
     estimate of market value is a reflection of such benefits and appraiser's
     interpretation of income and yields and other factors derived from general
     and specific market information.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

     Such estimates are as of the date of the estimate of value; they are thus
     subject to change if the market is naturally dynamic.

15.  MANAGEMENT OF THE PROPERTY:

     It is assumed that the property which is the subject of this report will be
     under prudent and competent ownership and management; neither inefficient
     nor super efficient.

16.  CONTINUING EDUCATION CURRENT:

     The Appraisal Institute conducts a voluntary program of continuing
     education for its designated members. MAIs and RMs who meet the minimum of
     this program are awarded periodic certification. I am currently certified
     under the Appraisal Institute Voluntary Continuing Education Program.

17.  FEE:

     The fee for this appraisal or study is for the service rendered and not for
     the time spent on the physical report.

18.  AUTHENTIC COPIES:

     The authentic copies of this report are signed in blue ink. Any copy that
     does not have an original signature is unauthorized and may have been
     altered.

19.  HAZARDOUS MATERIALS:

     Unless otherwise stated in this report, the appraiser signing this report
     has no knowledge concerning the presence or absence of urea-formaldehyde
     foam insulation or asbestos containing material in existing improvements;
     if such materials are present the value of the property may be adversely
     affected and reappraisal at additional cost necessary to estimate the
     effects of such material.

20.  Unless otherwise noted within the attached report, there are no items of
     FF&E included in the reported value. Any equipment included with the
     property in the value are only those items that are considered as an
     integral part of the realty, even though technically they could be legally
     considered as personalty.

21.  NOTE:

     ACCEPTANCE OF, AND/OR USE OF, THIS APPRAISAL REPORT CONSTITUTES ACCEPTANCE
     OF THE ABOVE CONDITIONS.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                           PROFESSIONAL QUALIFICATIONS
                                       OF
                              DAVID P. MULLINS, MAI


CURRENT STATUS

David P. Mullins is involved in the appraisal of and consulting with owners of
income producing real estate. He is the Managing Appraiser and a General Partner
of the Birmingham office of H.J. Porter & Associates with offices located at:

                          H. J. Porter & Assoc., Inc.
                            631 Stage Road/PO Box 28
                                Auburn, AL 36831
                                 (334) 826-8682

                       H.J. Porter & Assoc. of Birmingham
                        #14 Office Park Circle, Suite 230
                              Birmingham, AL 35223
                                 (205) 871-3600

                       H.J. Porter & Assoc. of Montgomery
                             235 South Court Street
                              Montgomery, AL 36104
                                 (334) 262-8331

PROFESSIONAL AFFILIATIONS

Mr. Mullins is a member of the Appraisal Institute and holds the MAI Designation
(Certificate Number 11168). He is also a member of the International Right of
Way Association (Alabama Chapter Number 24).

PROFESSIONAL EDUCATION STATUS

Mr. Mullins is currently certified in Alabama as a Certified General Real
Property Appraiser (Certificate #G8). He has taken numerous courses and seminars
offered by the Appraisal Institute, Society of Real Estate Appraisers, and
International Right-of-Way Association.

HISTORICAL DATA

David P. Mullins is a graduate of Colorado State University with a Bachelors of
Science Degree in Agriculture Economics.

From 1983 to 1989 he worked with USDA/Farmers Home Administration. The first two
years he served as the Assistant County Supervisor in Centre, Alabama. He was
responsible for the Rural Housing Program which included appraising single
family residence. He also made farm real estate and operating loans which
included farm and ranch appraisals. In 1985 he moved to Dublin, Virginia as
County Supervisor. There he was responsible for the overall operation of the
field office where he supervised four employees. He completed appraisals of
single family housing loans and farm real estate loans. He also analyzed and
developed farm management plans for client borrowers. From 1987 to 1989 Mr.
Mullins worked in Richmond, Virginia as a Rural Housing Specialist. He provided
support and training to fifty field offices to administer the Rural Housing Loan
Program. He was the single family housing appraisal trainer, single family
housing review appraiser and multi-family housing appraiser.

From 1989 to 1991 Mr. Mullins was with the mortgage banking firm of Camp &
Company in Birmingham, Alabama. He served as the Head of the Appraisal and Loan
Submission Department for income property loans. He was responsible for
appraising investment grade


                                                       H. J. Porter & Associates
<PAGE>

PROFESSIONAL QUALIFICATIONS OF DAVID P. MULLINS, MAI


income producing real estate that included shopping centers, office buildings,
multi-family apartments, and distribution warehouses.

From 1991 to 1993 Mr. Mullins worked as an employee for the appraisal firm of
H.J. Porter & Associates, Inc., managing their Birmingham office. In 1994 he
became a general partner of the Birmingham office with the title of Managing
Appraiser and the responsibility of managing two staff appraisers and one
support staff employee.

Since being associated with H.J. Porter & Associates, a variety of appraisal
assignments have been performed including the appraisal of neighborhood,
community, and power shopping centers, motels, single and multi-tenant office
buildings, multi-family apartments, assisted living facilities, convenience
stores, office/warehouse, distribution warehouses, vacant commercial and
agricultural land, and subdivision analysis. Other appraisal assignments
performed for different government entities include appraisal of total and
partial acquisitions for the Alabama Department of Transportation, the City of
Birmingham, and the Birmingham Airport Authority.

In addition to government entities, important clients include:

AmSouth Bank                              First Commercial Bank
Arlington Properties                      First Georgia Bank
Bank of Tuscaloosa                        Great Northern Insured Annuity Corp.
Baptist Health Systems                    Healthsouth
Birmingham Baptist Medical Center         Jacksonville State University
Brookwood Medical Center                  NationsBank
CellularOne                               Norfolk Southern Corporation
Collateral Mortgage                       Regions Bank
Colonial Bank                             Salvation Army
Colonial Properties                       SouthTrust Bank
Columbus Bank & Trust Company             Southern Natural Gas
Commercial Bank & Trust Co.               St. Clair Federal
Compass Bank                              State Farm Life Insurance Company
Farmers National Bank                     Washington Mortgage Financial Group
First American Bank


                                                       H. J. Porter & Associates
<PAGE>

================================================================================

                                State of Alabama

                              [ALABAMA GREAT SEAL]

                             This is to certify that

                                DAVID P. MULLINS

               having given satisfactory evidence of the necessary
           qualifications required by the laws of the State of Alabama
                is licensed to transact business in Alabama as a

                    CERTIFIED GENERAL REAL PROPERTY APPRAISER

                 With all the rights, privileges and obligations
                              appurtenant thereto.

LICENSE NUMBER:   G00008                     [ILLEGIBLE]   Executive Director
EXPIRATION DATE:  Sept 30.1997              ALABAMA REAL ESTATE APPRAISERS BOARD

================================================================================


                                APPRAISAL REPORT

                                       OF

                             MANDEVILLE MARKETPLACE
                            NORTH CAUSEWAY BOULEVARD
                              MANDEVILLE, LOUISIANA
                                   (B97-134C)

                                       FOR

                                MR. LARRY MILLER
                               MERRILL LYNCH & CO.
                       WORLD FINANCIAL CENTER-NORTH TOWER
                               NEW YORK, NY 10281

                                      AS OF

                                 AUGUST 18, 1997

                                       BY

                              DAVID P. MULLINS, MAI
                            H. J. PORTER & ASSOCIATES
                              14 OFFICE PARK CIRCLE
                                    SUITE 230
                            BIRMINGHAM, ALABAMA 35223
                                 (205) 871-3600


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                            H.J. Porter & Associates
<PAGE>

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                     [H.J. PORTER & ASSOCIATES - LETTERHEAD]

                                 August 21, 1997

Mr. Larry Miller
Merrill Lynch & Co.
World Financial Center - North Tower
New York, NY 10281

                                   Re:  Appraisal Report of
                                        Mandeville Marketplace
                                        North Causeway Boulevard
                                        Mandeville, LA

Dear Mr. Miller:

At your request, I have inspected and appraised the referenced property. The
purpose of the appraisal was to estimate the market value of the leased fee
interest in the subject property, one of fifteen shopping centers to be included
in a portfolio of retail shopping centers that will be cross collateralized,
under single management, and subject to stringent release provisions. As such,
the estimated value of the subject property is subject to the above conditions.
This complete appraisal, communicated in a self contained narrative report, has
been prepared in accordance with the Uniform Standards of Professional Appraisal
Practice (USPAP) as amended by the Comptroller of the Currency.

Based upon my investigation into the subject property, and its current economic
environment, I am of the opinion that the market value of the leased fee
interest in the subject property, as of August 18, 1997, is:

                    TEN MILLION NINE HUNDRED THOUSAND DOLLARS
                    -----------------------------------------
                                  ($10,900,000)

Please note that this report is subject to the contingent and limiting
conditions as found in the addendum. It should be noted that my employment was
not conditional upon my producing a specific value with a given range. Future
employment prospects with Merrill Lynch are not dependent upon my producing a
specified value. Also, neither payment of my fee, nor my employment is/was based
upon whether a loan application is approved or disapproved. I appreciate the
opportunity to be of service to you in this matter.


      123 N. College St., Ste. 100 o P.O. Box 28 o Auburn, Alabama 36830 o
                        (334)826-8682 o Fax (334)826-3827
 14 Office Park Circle, Suite 230 o Birmingham, Alabama 35223 o (205)871-3600 o
                                Fax (205)879-3762
418 Scott Street o Montgomery, Alabama 36104 o (334)262-8331 o Fax (334)262-8325

                  Real Estate Research, Appraisal & Counseling
<PAGE>

Mr. Miller
August 21, 1997
page 2

The attached report is submitted in support of these conclusions.

                                      Yours very truly,

                                      /s/ David P. Mullins
                                      David P. Mullins, MAI
                                      Certified General Real Property Appraiser
                                      Alabama Certificate #G8


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                            H.J. Porter & AssociateS
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                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS


PROPERTY IDENTIFICATION:          Mandeville Marketplace
                                  North Causeway Boulevard
                                  Mandeville, Louisiana

HIGHEST AND BEST USE:             Neighborhood Shopping Center

DATE OF VALUE:                    August 18, 1997

DATE OF REPORT:                   August 21, 1997

SITE DATA:                        7.081 Acres/308,448 Sq. Ft.

BUILDING DATA:                    Gross Building Area                  87,079 SF
                                  Divided As:
                                    Winn-Dixie                         53,986 SF
                                    Local Space                         8,500 SF
                                    Bank Building                      12,800 SF
                                    Bank Drive-thur                     4,148 SF
                                    ATM Canopy                            520 SF

                                  Net Rentable Area                    77,786 SF
                                  Divided As:
                                    Winn-Dixie                         53,986 SF
                                    Bank                               15,300 SF
                                  Local Space                           8,500 SF

ESTIMATED LAND VALUE
AS OF AUGUST 18, 1997:            $2,800,000

VALUE INDICATIONS:                Cost Approach                      $10,110,000
                                  Income Approach                    $10,900,000
                                  Sales Comparison Approach          $10,600,000

MARKET VALUE:                     $10,900,000


                                                        H.J. Porter & Associates
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                                TABLE OF CONTENTS


intended use of appraisal .................................................    1
type appraisal/type report ................................................    1
environmental considerations ..............................................    1
scope of the assignment ...................................................    1
date of value/ date of report .............................................    2
exposure time .............................................................    2
property ownership ........................................................    2
property location .........................................................    3
zoning/public utilities ...................................................    3
legal description/land size ...............................................    3
ad valorem tax analysis ...................................................    5
purpose of appraisal/definition of value ..................................    6
rights appraised ..........................................................    6
area analysis - st. Tammany parish, louisiana .............................    7
neighborhood analysis .....................................................   12
site analysis .............................................................   16
description of subject improvements .......................................   17
highest and best use ......................................................   19
the appraisal process .....................................................   21
land value - direct comparison ............................................   24
cost approach to value ....................................................   30
income approach to value ..................................................   33
market approach ...........................................................   49
reconciliation and final value estimate ...................................   61
certification .............................................................   62

     EXHIBITS
     --------
     Location Map .............................................    Facing Page 3
     Survey ...................................................    Facing Page 4
     Site Plan ................................................   Facing Page 16
     Subject Photographs ......................................   Facing Page 17
     Land Sales Map ...........................................   Facing Page 24
     Rental Location Map ......................................   Facing Page 33
     Improved Sales Map .......................................   Facing Page 49

     REAR EXHIBITS
     -------------
     Engagement Letter
     Lease Synopses
     Louisiana Temporary Registration Certification
     Assumptions and Limiting Conditions
     Appraiser's Qualifications
     Appraiser's Certificate


                                                        H.J. Porter & Associates
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                                                                               1

INTENDED USE OF APPRAISAL

This appraisal has been requested to function as a basis for loan underwriting
purposes in conjunction with a mortgage loan to be placed upon the subject
property, and for use in the securitization of the mortgage. Accordingly, this
appraisal may be provided by Merrill Lynch to potential investors in a
securitization or other sale of the mortgage loan. The appraisal is undertaken
without departure in accordance with USPAP as promulgated by the Appraisal
Foundation and as amended by the Comptroller of Currency.

TYPE APPRAISAL/TYPE REPORT

In accordance with the Uniform Standard of Profession Appraisal Practice, the
appraiser has performed a "Complete" appraisal according to Standard Rule 1
and the communication to the client in a "Self-Contained Narrative Report" in
accordance with Standard Rule 2-2a.

ENVIRONMENTAL CONSIDERATIONS

According to a Phase I Environmental Site Assessment of the subject property
performed by Raborn & Associates, Inc., Baton Rouge, LA, dated September 24,
1996, there was no evidence of recognized environmental conditions in
connection with the property. This valuation is made subject to there being no
such contamination.

SCOPE OF THE ASSIGNMENT

The subject property, a neighborhood shopping center, is one of fifteen
shopping centers to be included in a portfolio of retail properties which will
be cross collateralized, under single management, and subject to stringent
release provisions.

The scope of the assignment includes undertaking the three recognized approaches
to value with consideration given to the current status of the retail market in
Mandeville, Louisiana. In the Cost Approach local Realtors(R) and Appraisers
were contacted and a search of public records was made to locate comparable land
sales. A detailed inspection of the property was made on August 18, 1997.
Construction detail was taken from inspection notes, public records, and site
development plan titled Site Plan w/Expansion, Mandeville Marketplace, prepared
by Sanford Bell & Associates, Inc., Montgomery, AL, with the most recent
revision date of July 1, 1996. Cost calculations were taken from the Marshall
Valuation Service, a recognized national cost service indexed to the local
market.

In the Income Approach to Value, a survey of local retail market conditions
was made by interviews with local leasing and management agents to determine
if the contract rents for the local tenant shop space was competitive and
market oriented. Expense comparables were studied


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SCOPE OF THE ASSIGNMENT - (CONTINUED)                                          2

to estimate appropriate expense deductions. The resulting net operating income
was capitalized into a value estimate with an overall capitalization rate. The
comparable improved sales found in the Market Approach sold on direct
capitalization of stabilized net operating income rather than discounted cash
flow analysis. The overall capitalization rate was derived from market sales,
built-up rates using current market rates for debt and equity and from
published investor surveys.

Local Realtors(R), Appraisers and mortgage lenders were interviewed to locate
sales of comparably improved properties. The sales located were compared to
the subject with adjustments made for items of difference. The three
approaches to value were reconciled to provide a value estimate of the
property.

DATE OF VALUE/ DATE OF REPORT

The value estimate predicated in this report is made effective as of August
18, 1997, being the date of the most recent site inspection of the subject
property. The data utilized in preparing this appraisal was researched,
gathered and/or updated during the period August 1, 1997 to August 19, 1997.
The date of report is made effective as of the date of the Letter of
Transmittal.

EXPOSURE TIME

The exposure time for the subject property, to obtain the values communicated
herein, is estimated to have been within one year or less. This exposure
period assumes competent sales and marketing efforts, the property is
maintained in a marketable condition, and that the property is sold for
"market value" as defined herein. The estimated exposure period is based upon
the marketing period for the Comparable Improved Sales found in the Market
Approach.

PROPERTY OWNERSHIP

The subject property is under the ownership of:

                            Mandeville Partners, Ltd.
                                  P.O. Box 176
                            Prattville, Alabama 36067

The property has been owned by the current owner in excess of five (5) years.


                                                        H.J. Porter & Associates
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                                  LOCATION MAP
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                                                                               3

PROPERTY LOCATION

The subject property is located in the city limits of Mandeville, Louisiana at
the northeast corner of Causeway Boulevard and the East Approach Road. It is
located by street address as:

                             Mandeville Marketplace
                               Causeway Boulevard
                              Mandeville, Louisiana

ZONING/PUBLIC UTILITIES

The subject property is located in the city limits of Mandeville, Louisiana and
falls under that city's zoning jurisdiction. The current zoning of the property
is B-2, Highway Business District which allows retail and office use as is
currently in place on the subject property. This zoning category calls for a
minimum lot area of 15,000 square feet, minimum lot width of 150 feet, and
minimum lot depth of 100 feet. The minimum yard setback requirements are 25 feet
in the front and 15 feet on the sides and rear. The maximum impervious site
coverage is 75%. Off-street parking requirements are 4.5 spaces per 1,000 square
feet of building area. The subject property is in compliance with current
zoning.

The subject has all public utilities available to it, including electric, gas,
water, sewage and telephone. Public services such as police and fire protection
are amply provided for by the City of Mandeville.

LEGAL DESCRIPTION/LAND SIZE

Based on information supplied to the appraisers by Tom Newton, Managing Partner
of the owner, the subject property is legally described as:

          A CERTAIN PORTION OF GROUND, together with all the buildings
          and improvements thereon and all the rights, ways,
          privileges, servitudes, appurtenances and advantages
          thereunto belonging, or in anywise appertaining, situated in
          the Parish of St. Tammany, City of Mandeville, State of
          Louisiana, in that part thereof known as North Corporate
          Village, a portion of Parcel "G", Poitevent Tract, all as
          more particularly described on the final plat of said
          subdivision recorded with the Clerk of Court of St. Tammany
          Parish at Map File No. EM208, approved by the Planning
          Commission of said city by resolution number 84-13 adopted
          January 10, 1985, and in accordance with said final plat
          more particularly described as Lots 1,2,3,4,5,6,7 and
          approximately the south 60 feet of Lot 8.

          Said property is further described in accordance with a
          survey prepared by Cartier & Associates, Inc., Consulting
          Engineers, dated May 2, 1986, revised June 2, 1986 as
          follows, to-wit:

          From the Northwest corner of Section 42, Township 8 South,
          Range 11 East proceed North 22 degrees 23'0" East 927.7
          feet; thence South 29 degrees 21'58" East, 1,381.8 feet;
          thence 2,03.4 feet along


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                                [GRAPHIC OMITTED]

             [MAP OF RESUBDIVISION OF LOT 1A INTO LOT 1A-A & 1A-2]
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LEGAL DESCRIPTION/LAND SIZE - (CONTINUED)                                      4

          an arc with a radius of 11,559.13 feet, thence South 19
          degrees 25'58" East, 2,145.0 feet; thence South 81 degrees
          18'52" East 200.0 feet; thence South 8 degrees 41'8" West
          710.0 feet to the Point of Beginning which forms the
          Southwest corner of North Corporate Village Subdivision.

          From the Point of Beginning proceed along the east
          right-of-way of North Causeway Boulevard, North 8 degrees
          41'8" East 590.0 feet to a point; thence South 81 degrees
          18'52" East, 480.0 feet to a point; thence South 8 degrees
          41'8" West, 85.43 Feet to a point; thence on a curve with a
          radius of 155 feet, 189.37 feet to a point; thence South 61
          degrees 18'52" East, 38.54 feet to a point; thence on a
          curve with a radius of 70 feet, 38.02 feet to a point;
          thence South 80 degrees 11'22" East, 40.12 feet to a point;
          thence on a curve with a radius of 2,391.83 feet, 418.54
          feet to a point; thence North 81 degrees 15'52" West, 375.49
          feet back to the Point of Beginning. Containing 7.081 acres.

Based on this description and the survey on the facing page. The subject
property is irregular shaped and contains a total land area of 7.081 acres/
308,448 square feet. The property has frontage of 520 feet on North Causeway
Boulevard, 313.34 feet on Northlake Parkway North, and 496.68 feet on East
Approach Road.

As indicated previously, the subject property is one of fifteen shopping center
to be included in a portfolio of retail properties which will be cross
collateralized, under single management, and subject to stringent release
provisions. The other shopping centers, included in the portfolio, are listed as
follows:

           ==========================================================
           59 West Shopping Center              Bessemer, AL

           Clanton Marketplace                  Clanton, AL

           Betts Crossing Shopping Center       Opelika, AL

           Opp Marketplace                      Opp, AL

           Russell Crossing Shopping Center     Phenix City, AL

           29 North Shopping Center             Cantonment, FL

           Nine Mile Plaza Shopping Center      Pensacola, FL

           Parker Shopping Center               Parker, FL

           The "Y" Shopping Center              Panama City Beach, FL

           Greenbrier Station Shopping Center   Anniston, AL

           Brownsville Place Shopping Center    Brownsville, TN

           Chicot Crossing Shopping Center      Pascagoula, MS

           Delchamps Plaza                      Long Beach, MS

           One Main Place                       Moss Point, MS
           ==========================================================


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                                                                               5

AD VALOREM TAX ANALYSIS

The subject parcel is under the taxing authority of the St. Tammany Parish Tax
Assessors Office and is found on the tax rolls as:

Assessed to:             Mandeville Partners, Ltd.
                         P.O. Box 176
                         Prattville, Alabama 36067

Assessment #             1140304778

Value:                   Land:                     $1,010,780
                         Improvements:             $2,032,133
                                                   ----------
                         Total:                    $3,042,913

Annual Tax:              $74,845.86

The tax rate per $1,000 of assessed value for commercial property is $166.75 for
St. Tammany Parish and $17.64 for the town of Mandeville. The assessment ratio
is 10% for land and 15% for improvements.


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                                                                               6

PURPOSE OF APPRAISAL/DEFINITION OF VALUE

This appraisal is made for the purpose of estimating the market value of the
subject property. Market Value is defined by the Appraisal Standards Board of
the Appraisal Foundation in the Uniform Standards of Professional Appraisal
Practice as:

          The most probable price which a property should bring in a
          competitive and open market under all conditions requisite
          to a fair sale, the buyer and seller, each acting prudently
          and knowledgeably, and assuming the price is not affected by
          undue stimulus. Implicit in this definition is the
          consummation of a sale as of a specified date and the
          passing of title from seller to buyer under conditions
          whereby:

1.   Buyer and seller are typically motivated;

2.   Both parties are well informed or well advised, and acting in what they
     consider their own best interest;

3.   A reasonable time is allowed for exposure in the open market;

4.   Payment is made in terms of cash in U.S. Dollars or in terms of financial
     arrangements comparable thereto; and

5.   The price represents the normal consideration for the property sold
     unaffected by special or creative financing or sales concessions granted by
     anyone associated with the sale.

RIGHTS APPRAISED

The ownership interest in the subject property appraised is the "Leased Fee
Estate." The Dictionary of Real Estate Appraisal, 3rd Edition, Page 204, defines
Leased Fee Estate as, "an ownership interest held by a Landlord with the right
of use and occupancy conveyed by lease to others. The rights of lessor "the
leased fee owner" and the leased fee are specified by contract terms contained
within the lease."

The subject property is 100% leased to five tenants with lease terms ranging
from three to twenty years. Winn-Dixie occupies 53,986 square feet or 69.4% of
the net rentable area on a 20 year lease term which commenced in 1996. First
National Bank of Commerce leases 15,300 square feet or 19.7% of the net rentable
area. Their expires September 30, 2003. The remaining tenants have lease terms
ranging from three to five years. A Lease Synopsis for each tenant is located in
the Addenda.


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                                                                               7

AREA ANALYSIS - ST. TAMMANY PARISH,LOUISIANA

The four basic factors which must be considered in analyzing an area are:

     Physical and Locational Factors
     Economic and Financial Factors
     Political and Governmental Factors
     Sociological Factors

PHYSICAL AND LOCATIONAL FACTORS

The primary physical and locational factors effecting the subject property are
St. Tammany's locational proximity to New Orleans and the Federal Highway system
serving the Parish. St. Tammany Parish is located on the north shore of Lake
Pontchartrain, and is one of the six parishes included in the New Orleans MSA.
Causeway Bridge, the longest over-water bridge (23.8 miles), is one of two major
transportation arteries linking St. Tammany Parish to New Orleans. The other is
Interstate 10 from Slidell to New Orleans. St. Tammany Parish is served by three
Interstate Highways, which intersect just north of Slidell; I-10, I-12, and
I-59. I-59 is the major transportation artery linking New Orleans to Birmingham,
Alabama and Chattanooga, Tennessee. Interstate 59 terminates/begins in Slidell,
30 miles east of the subject. I-10 is the major east-west transportation artery
serving the southern most areas of the United States and extends from coast to
coast. I-10 turns southward in Slidell and runs through New Orleans. Interstate
12 is a By-Pass interstate serving the north shore area of Lake Pontchartrain,
and links Slidell and Baton Rouge, bypassing New Orleans. Other major Federal
Highways include US 11, US 90, and US 190.

Lake Pontchartrain, a mammoth salt water lake, which excepting the Great Lakes,
is the second largest inland lake in the United States. Shallow water barge
potential in St. Tammany is abundant as the entire southern border fronts Lake
Pontchartrain. The Inner Harbor Navigation Canal entering Lake Pontchartrain
provides access to the Mississippi River, Intracoastal Waterway and the
Mississippi River Gulf Outlet. New Orleans International Airport is 45 minutes
away. All motor carrier terminals are within one or two hours driving time to
any point in St. Tammany.

Convenient access to New Orleans, via Causeway Bridge, has spurred residential
growth and created bedroom communities in the towns of Mandeville, Covington,
Abita Springs, Chinchula, and Madisonville. These communities are located in the
western half of St. Tammany Parish were the majority of residential growth has
occurred.


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AREA ANALYSIS - ST. TAMMANY PARISH, LOUISIANA - (CONTINUED)                    8

ECONOMIC AND FINANCIAL FACTORS

St. Tammany Parish is one of the fastest growing parishes in the State of
Louisiana, and the fastest growing in the New Orleans MSA. The Parish population
in 1980 was 110,869, and increase of approximately 80% from 1970. In 1990, the
population had increased to 144,508, or approximately 30%. The following table
illustrates the comparative growth rates of the six parishes in the New Orleans
MSA.

          =============================================================
          Parish                      1980          1990      % Change
          =============================================================
          Orleans                  557,917       496,938       (10.93%)

          Jefferson                454,592       448,306        (1.38%)

          St. Tammany              110,869       144,508        30.34%

          St. Bernard               64,097        66,631         3.95%

          St. Charles               37,259        42,437        13.9%

          St. John the Baptist      31,924        39,996        25.28%
          -------------------------------------------------------------
          MSA                    1,256,668     1,238,816        (1.42%)
          =============================================================
                                                               
The population of the three major towns in St. Tammany Parish are shown in the
following table.

          =============================================================
          TOWN                        1980          1990      % CHANGE
          =============================================================
          Slidell                   26,718        24,124         (9.7%)

          Covington                  7,892         7,691         (2.5%)

          Mandeville                 6,076         7,474         23.0%
          =============================================================

The following table shows the retail sales volume in St. Tammany Parish from
1991 through 1995.

          =============================================================
             YEAR                   RETAIL SALES            % CHANGE
          =============================================================
             1991                  $1,134,000,000                n/a

             1992                  $1,241,000,000               9.4%

             1993                  $1,416,000,000              14.1%

             1994                  $1,567,000,000               0.4%

             1995                  $1,523,000,000              -2.8%
          =============================================================

The median household income of St. Tammany Parish in 1990 was $30,656 which
compares to the New Orleans area of $24,442 and the State at $21,949.
Approximately 23% of the population has a bachelor's degree or better.


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AREA ANALYSIS - ST. TAMMANY PARISH, LOUISIANA - (CONTINUED)                    9

The following table gives the largest employers in St. Tammany Parish.

                 ==============================================
                 EMPLOYER                             EMPLOYEES
                 ==============================================
                 St. Tammany School Board                 3,207

                 St. Tammany Parish Hospital                680

                 Southeast Louisiana Hospital               630

                 Highland Park Medical Center               420

                 Wal-Mart                                   350

                 Sheriff's Department                       310

                 K-Mart                                     300

                 South Central Bell                         260

                 Trinity Marine Group                       180

                 Gilsbar, Inc.                              178

                 Delta Regional Primate Center              175

                 First Bank                                 155

                 CLECO                                      128

                 Zen-Noh                                    125
                 ==============================================

POLITICAL AND GOVERNMENTAL FACTORS

St. Tammany Parish is governed by a Police Jury, a group of 14 members elected
by Districts for a four year term. Each Juror is elected from one of 14 single
member districts and collectively through their meetings enact local ordinances
for the unincorporated areas of the Parish. The Police Jury governs a geographic
area similar to a county but differs in that there is a separation of authority
with a separately elected sheriff, tax assessor, coroner, and clerk of court
each having independent duties.

There is no state property tax in Louisiana, but local city and parish
governments may levy property taxes on facilities, land and equipment inventory.

As St. Tammany's population has grown nearly 40% since 1980, centralized water
and sewerage facilities in the unincorporated portion of the parish have
struggled to keep pace with the abounding urban development. Depending on
location, water and sewerage services may be provided by private utility
company, public water or sewerage agency, subdivision association, or the
individual home or business owner.

The St. Tammany Economic Development Foundation (STEDF) is a private, non-profit
organization recognized as the economic development authority of the parish. In
1992, the STEDF joined with municipal, parish and state government officials to
create a new public body, the St. Tammany Economic Development District. This
public-private partnership allows the


                                                        H.J. Porter & Associates
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AREA ANALYSIS - ST. TAMMANY PARISH, LOUISIANA - (CONTINUED)                   10

parish more latitude to compete with economic development entities from other
areas. The STEDF commissioned a study to identify specific targets for
development. Four targeted enterprises are: office/administrative; wholesaling
and distribution; light manufacturing; and service businesses. Four priority
projects within those businesses are recommended by the report: a business park;
a retiree/resort community; a conference center; and a business incubator.
Researchers believe that St. Tammany can be the next major contender for
office-based economic development because it has a highly skilled, educated work
force.

The St. Tammany Parish Public School System has become the fastest growing
school system in Louisiana. The school system in western St. Tammany consists of
21 schools, all of which provide the same basic core curriculum required by
federal, state and local policies. The School System embarked on a major
building program, with the passage of a $50.5 million capital improvements tax
package in May, 1990. Since passage, approximately 170 of the planned 200 new
classrooms have been completed.

SOCIOLOGICAL FACTORS

As evidenced by the population growth in St. Tammany Parish, the area has a
reputation for good quality of life. The crime rate is one of the lowest in the
State at 2.8% per 1,000 inhabitants.

St. Tammany has an abundance of medical facilities in western St. Tammany
Parish. These include two full service general hospitals, four mental health
hospitals, and numerous clinics, pharmacies, home health care agencies, and
medical supply businesses. Additionally, there is a major medical research
center operated by Tulane University, the Delta Regional Primate Research
Center, where experiments are conducted on primates to discover and refine cures
and treatments for a wide range of diseases and disorders. An estimated 2,700
people are employed in the health care industry in St. Tammany.

St. Tammany Parish also offers a wide variety of recreational activities and
facilities. With two major parks, a vast expanse of rural highway, the rivers,
bayous, and lake, the outdoor enthusiast has a wide array of resources from
which to pursue their interest. Major sporting events and professional teams are
conveniently located in New Orleans.

CONCLUSIONS

St. Tammany Parish is located on the north shore of Lake Pontchartrain, which
separates the area from New Orleans. Convenient access to all the amenities of
metropolitan living is provided via the Causeway Bridge, which is the longest
over-water bridge in the United States.


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AREA ANALYSIS - ST. TAMMANY PARISH, LOUISIANA - (CONTINUED)                   11

The area's locational amenities have given rise to the fastest growing Parish in
the State of Louisiana. The population is characterized as well educated and
affluent. Median household income and average new home values are the highest in
the State.

The areas desirability is increasing due to the pro-development activities of
public and private efforts, and the many recreational and cultural facilities.

All of these factors have a positive influence on the subject property and
enhance future prospects for continued success.


                                                        H.J. Porter & Associates
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                                                                              12

NEIGHBORHOOD ANALYSIS

The term neighborhood is defined in "The Appraisal of Real Estate" 10th Ed. at
page 172 as "a group of complementary land uses." The four basic factors which
must be considered in analyzing a neighborhood or district, as in an area
analysis are:

     Physical and Locational Factors
     Economic and Financial Factor
     Political and Governmental Factors
     Sociological Factors

PHYSICAL AND LOCATIONAL FACTORS

The subject property is located in Mandeville, Louisiana, at the northeast
corner of Causeway Boulevard and the East Causeway Approach Road. The subject's
neighborhood is defined as the town of Mandeville and the surrounding area. The
neighborhood is bounded on the south by Lake Pontchartrain, on the north by the
Abita River, on the east by Fontainbleau State Park and on the west by State
Highway 21. These boundaries roughly encompass a five mile ring around the
subject property. A large percentage of the labor force within this area commute
to New Orleans via the Causeway Bridge. The subject property is highly visible
and has good access for commuter traffic as well as destination shoppers within
the neighborhood.

Causeway Boulevard/US Highway 190, a four lane divided highway, is the major
north/south traffic artery serving the neighborhood. Interstate 12 is the
primary artery serving the north shore area of the parish. I-12 is approximately
3.5 north of the subject property. US Highway 190 links Slidell, east of the
subject, to Mandeville where it turns northward on to Covington. Causeway
Boulevard is the primary commercial strip in the neighborhood. The remainder of
the area is primarily residential.

The topography of the neighborhood is mostly flat. Much of the property fronting
major traffic arteries zoned for commercial use is 2 to 5 feet below street
grade as most roads were somewhat elevated during construction to avoid
excessive flooding problems. Although most of the lake frontage is located in
FEMA flood hazard zone, this has had little impact on residential development
which mostly fronts the lake. There are many high valued homes along the lake.

As indicated in the Area Analysis, western St. Tammany Parish, which includes
the subject neighborhood is the fastest growing parish in the New Orleans MSA,
and one of the fastest in the state. There are many new residential subdivisions
being developed along State Highway 59 both north and south of I-12. Highway 59
is east of the subject and runs parallel to Causeway Boulevard/US 190. Highway
59 intersects with the East Approach Road approximately one and one half miles
east of the subject. The majority of the residence living on Highway 59 use the
East Approach Road for access to the Causeway Bridge and pass the subject
property going and coming to work.


                                                        H.J. Porter & Associates
<PAGE>

NEIGHBORHOOD ANALYSIS - (CONTINUED)                                           13

Another new pocket of residential development is occurring west of Causeway
Boulevard and east of Tchefuncta River. Likewise, local residence working in New
Orleans pass the subject property.

Utilities are generally available for most commercial and residential
development in the subject neighborhood. Rural and isolated areas outside of the
neighborhood generally lack sanitary sewer.

ECONOMIC AND FINANCIAL FACTORS

The subject neighborhood is a rapidly growing residential and commercial area
characterized by well educated and affluent people. Based on a demographic study
conducted by Urban Decision Systems, Inc. the 1995 population was estimated at
35,317 and projected to increase to 44,001 by the year 2000, an average annual
increase of 4.9%. The following table highlights the demographic characteristic
of the population in a five mile concentric circle around the subject property.
It is important to note that almost one half of this area is Lake Pontchartrain.

================================================================================
                                FIVE MILE CIRCLE
================================================================================
Demographic Characteristic       1990 Census    1995 Estimate    2000 Projection
- --------------------------------------------------------------------------------
Population                            26,558           35,327             44,001

Households                             9,185           12,250             15,268

Per Capita Income                    $17,644          $20,612            $23,973

Median HH Income                     $39,510          $41,480            $47,367

Average HH Income                    $51,016          $59,300            $68,922

Median Age                              32.2             32.7               33.4
================================================================================

From 1990 to 1995 the population increased 33% or 6.6% per year. The population
is projected to increase 24.6% over the next five years. Median and Average
Household Incomes in the subject neighborhood are substantially higher than the
remainder of the parish and that of the state. By comparison, the 1990 Median
Household Income in the neighborhood was $39,510, St. Tammany Parish $30,656,
and the State of Louisiana $21,949.

The intersection of Causeway Boulevard and US Highway 190 has a concentration of
retail shopping facilities, which include Northlake Shopping Center,
Pontchartrain Square, Delchamps Plaza, and Pinetree Plaza. In 1995, Walgreen
Drugs completed construction of a 13,500 square free standing drug store
adjacent to the new Post Office. In 1994 Delchamps purchased a large tract of
land on US Highway 190 and had planned to build a community shopping center
which was to include a 62,000 square foot Delchamps, a 30,000 square foot Campo
Appliance, another 30,000 anchor store and 18,000 square feet of local shop
space. These plans were canceled in 1995 due to Delchamps financial instability.
The site is currently listed for sale.


                                                        H.J. Porter & Associates
<PAGE>

NEIGHBORHOOD ANALYSIS - (CONTINUED)                                           14

Approximately one mile north of 1-12 on US Highway 190 is another pocket of
retail development. Holiday Square is a strip shopping center located adjacent
to the recently vacated free standing Wal-Mart store. Wal-Mart relocated to a
newly constructed Supercenter, and their old store was reconfigured and leased
to three large tenants; Office Depot, Books-A-Million, and Kirshman's Furniture
Store. On the east side of US Highway 190 is an unanchored center called
Hollycrest which contains a mixture of retail and office space.

Approximately .25 miles north of Holiday Square and Hollycrest a new retail and
commercial subdivision called St. Tammany Oaks is being developed. Sites have
been sold and developed by Wal-Mart, Albertson's Grocery, and Home Depot. The
potential total build out after all sites are sold and developed will be
approximately 400,000 square feet.

In addition to the subject's location on the East Approach Road, there is
neighborhood shopping center called Mandeville Square which is anchored by A & P
Future Store. This center also has access and frontage on US Highway 190. Other
commercial developments along Causeway Boulevard/US Highway 190 include typical
small free standing retail stores, professional office buildings, and road
service facilities.

The following table list the competing shopping centers in the subject
neighborhood, and shows the name of the center, size, year built, anchor tenant,
local shop space rent, and local shop space occupancy rate.

================================================================================
NAME                    SIZE     YR. BLT.   ANCHOR        SHOP RENT    SHOP OCC.
================================================================================
Mandeville MP         77,786      1988      Winn-Dixie    $12 - $14      100%

Mandeville Sq         70,112      1986      A & P         $10 - $11      100%

Northlake SC         167,429      1982      Multiple      $9 - $10       100%

Pontchartrain Sq      42,550      1983      (*)K-Mart     $4 - $7        100%

Delchamps             42,846      1983      Delchamps     $8 - $9        100%

Pinetree Plaza        36,150      1987      None          $8 - $12       100%

Holiday Sq            88,618      1985      Multiple      $8 - $12       100%

Hollycrest SC         50,640      1986      None          $8              95%

St. Tammany Plz      111,221    1984/90     Delchamps     $8 - $11       100%

Total/Averages       679,622      1985                    $8 - $11      99.6%
- --------------------------------------------------------------------------------
(*) Pontchartrain Square was also anchored by Walgreen's Drugs who recently
relocated to a new free standing store.
================================================================================

As indicated by the above list of competing properties, the subject neighborhood
is experiencing a shortage of retail space. Three new unanchored strip centers
were constructed in 1996/1997 to help meet the growing demand for small shop
space. Adjacent to the subject property, a 17,000 square foot strip center
called the Arbor was built and rents for $12.50 to $13.00 per square foot range.
The second development is called The Village which will be a mix of small retail
and professional office space with a total of 48,000 square feet. It is located
on US Highway 190 across from the new Walgreen Drugstore. Asking rents in this
center are $12.50


                                                        H.J. Porter & Associates
<PAGE>

NEIGHBORHOOD ANALYSIS - (CONTINUED)                                           15

to $14.00 per square foot. The third project is just north on US 190 next to
Ponchatrane Square. It contains 50,000 square feet of unanchored shop space and
be called Sunshine Plaza. The Arbor is 95% leased, and The Village and Sunshine
Plaza are approximately 60% leased. It is estimated that the new retail space
coming on line will not have a negative effect on the subject property due to
growing demand, the subject's excellent location, quality of improvements,
anchor tenant, and small amount of shop space.

POLITICAL AND GOVERNMENTAL FACTORS

A substantial portion of the subject neighborhood is located in the town limits
of Mandeville with the remaining portion in the unincorporated area of St.
Tammany Parish. As the primary focus of the Area Analysis was concerned with St.
Tammany Parish, the focus of the neighborhood analysis is on Mandeville.

Mandeville is governed by a Mayor/Council form of government. The town has a
planning and zoning board that regulates local land use. The local government is
pro-development but within strict zoning and land use regulations. Their goal is
to assist orderly growth while maintaining uniform land use characteristics and
high quality of life.

The Planning Commission recently adopted a Long Range Land Use Plan. Zoning and
land use in Mandeville is typical of many small communities and include
commercial uses along major traffic corridors and residential development in
between. There is very little industrial development in Mandeville.

SOCIOLOGICAL FACTORS

The sociological factors outlined in the Area Analysis are consistent with those
in Mandeville. There are numerous recreational, cultural, medical, educational
and consumer service facilities in the neighborhood. Lake Pontchartrain provides
an ideal setting for relaxed living.

CONCLUSIONS

The subject neighborhood is a microcosm of western St. Tammany Parish. This area
is characterized as a growing bedroom community of New Orleans. The retail
market is very strong in the neighborhood as illustrated by the 100% occupancy
for local shop space. The newly completed retail facilities will help satisfy
current excess demand for retail space. However, projected population growth
indicates additional space will be in demand by the year 2000. These factors all
have a positive effect on the continued success of the subject property.


                                                        H.J. Porter & Associates
<PAGE>

                                [GRAPHIC OMITTED]
                                     [MAP]

                             MANDEVILLE MARKETPLACE
                              MANDEVILLE LOUISIANA
<PAGE>

                                                                              16
SITE ANALYSIS

The subject property is located at the northeast corner of Causeway Boulevard
and East Approach Road, in Mandeville, Louisiana. A Site Plan of the subject
property is located on the facing page. The individual site characteristics
are as follows:

Size:                             7.081 Acres/ 308,448 Sq.Ft.

Shape:                            Irregular

Street Frontage:                  520 feet on North Causeway Boulevard
                                  313.34 feet on Northlake Parkway North
                                  496.68 feet on East Approach Road

Curbcuts:                         Total of 4; 2 on Causeway Boulevard, 1
                                  on East Approach Road, and 2 on
                                  Northlake Parkway North.

Excess Land:                      None

Topography:                       Level

Drainage/Flood                    Hazard: Drainage is adequate.
                                  According to the FEMA Flood
                                  Insurance Rate Map, Community Panel
                                  # 220202 0001 effective April 4,
                                  1983, the subject property is not
                                  located in a flood hazard zone.

Utilities:                        All utilities are available

Site Improvement:                 Site improvements include approximately
                                  190,000 square feet of concrete paving,
                                  950 linear feet of concrete curbing,
                                  2,534 square feet of masonry/brick
                                  privacy wall, and 450 linear feet of
                                  wood privacy fence.


                                                        H.J. Porter & Associates
<PAGE>

                               SUBJECT PHOTOGRAPHS

                                [GRAPHIC OMITTED]
                                  [PHOTOGRAPH]

1.   Front view of Winn Dixie

2.   Front view of Winn Dixie

3.   Front view of FNBC & Drive thru

4.   FNBC ATM

5.   FNBC exit to Northlake Parkway

6.   Retail shops

7.   Rear side of Winn Dixie

8.   Causeway Boulevard, south

9.   Causeway Boulevard, north

10.  East Approach Road, west

11.  East Approach Road, east
<PAGE>

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

1.   Front view of Winn Dixie

2.   Front view of Winn Dixie

3.   Front view of FNBC & Drive thru

4.   FNBC ATM

5.   FNBC exit to Northlake Parkway

6.   Retail shops

7.   Rear side of Winn Dixie

8.   Causeway Boulevard, south

9.   Causeway Boulevard, north

10.  East Approach Road, west

11.  East Approach Road, east
<PAGE>

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

1.   Front view of Winn Dixie

2.   Front view of Winn Dixie

3.   Front view of FNBC & Drive thru

4.   FNBC ATM

5.   FNBC exit to Northlake Parkway

6.   Retail shops

7.   Rear side of Winn Dixie

8.   Causeway Boulevard, south

9.   Causeway Boulevard, north

10.  East Approach Road, west

11.  East Approach Road, east
<PAGE>

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

1.   Front view of Winn Dixie

2.   Front view of Winn Dixie

3.   Front view of FNBC & Drive thru

4.   FNBC ATM

5.   FNBC exit to Northlake Parkway

6.   Retail shops

7.   Rear side of Winn Dixie

8.   Causeway Boulevard, south

9.   Causeway Boulevard, north

10.  East Approach Road, west

11.  East Approach Road, east
<PAGE>

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

1.   Front view of Winn Dixie

2.   Front view of Winn Dixie

3.   Front view of FNBC & Drive thru

4.   FNBC ATM

S.   FNBC exit to Northlake Parkway

6.   Retail shops

7.   Rear side of Winn Dixie

8.   Causeway Boulevard, south

9.   Causeway Boulevard, north

10.  East Approach Road, west

11.  East Approach Road, east
<PAGE>

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

1.   Front view of Winn Dixie

2.   Front view of Winn Dixie

3.   Front view of FNBC & Drive thru

4.   FNBC ATM

5.   FNBC exit to Northlake Parkway

6.   Retail shops

7.   Rear side of Winn Dixie

8.   Causeway Boulevard, south

9.   Causeway Boulevard, north

10.  East Approach Road, west

11.  East Approach Road, east
<PAGE>

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

1.   Front view of Winn Dixie

2.   Front view of Winn Dixie

3.   Front view of FNBC & Drive thru

4.   FNBC ATM

5.   FNBC exit to Northlake Parkway

6.   Retail shops

7.   Rear side of Winn Dixie

8.   Causeway Boulevard, south

9.   Causeway Boulevard, north

10.  East Approach Road, west

11.  East Approach Road, east
<PAGE>

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

1.   Front view of Winn Dixie

2.   Front view of Winn Dixie

3.   Front view of FNBC & Drive thru

4.   FNBC ATM

5.   FNBC exit to Northlake Parkway

6.   Retail shops

7.   Rear side of Winn Dixie

8.   Causeway Boulevard, south

9.   Causeway Boulevard, north

10.  East Approach Road, west

11.  East Approach Road, east
<PAGE>

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

1.   Front view of Winn Dixie

2.   Front view of Winn Dixie

3.   Front view of FNBC & Drive thru

4.   FNBC ATM

5.   FNBC exit to Northlake Parkway

6.   Retail shops

7.   Rear side of Winn Dixie

8.   Causeway Boulevard, south

9.   Causeway Boulevard, north

10.  East Approach Road, west

11.  East Approach Road, east
<PAGE>

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

1.   Front view of Winn Dixie

2.   Front view of Winn Dixie

3.   Front view of FNBC & Drive thru

4.   FNBC ATM

5.   FNBC exit to Northlake Parkway

6.   Retail shops

7.   Rear side of Winn Dixie

8.   Causeway Boulevard, south

9.   Causeway Boulevard, north

10.  East Approach Road, west

11.  East Approach Road, east
<PAGE>

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

1.   Front view of Winn Dixie

2.   Front view of Winn Dixie

3.   Front view of FNBC & Drive thru

4.   FNBC ATM

5.   FNBC exit to Northlake Parkway

6.   Retail shops

7.   Rear side of Winn Dixie

8.   Causeway Boulevard, south

9.   Causeway Boulevard, north

10.  East Approach Road, west

11.  East Approach Road, east
<PAGE>

                                                                              17

DESCRIPTION OF SUBJECT IMPROVEMENTS

The subject improvements were originally built and occupied in 1988. The
center was expanded in 1997 and currently has 87,079 square feet of GBA and
77,786 square feet of NRA. Winn-Dixie occupies 53,986 square feet, and First
National Bank 12,800 square feet with a 6 car Drive-thru canopy containing
4,148 sq. ft. and an ATM Drive-thru canopy containing 520 square feet.
Non-anchor tenant space includes 8,500 square feet of retail space on the west
side of Winn-Dixie facing Causeway Boulevard

The building is 9 years old and considered to be in good condition with an
estimated effective age of 5 years. The improvements are efficient in size and
design and maximize the site's potential.

Based on the inspection notes, basic construction detail includes:

Roof:                    Built up tar and gravel over rigid insulation on
                         metal decking. Steel truss support system.

Walls:                   Concrete block and brick veneer over concrete block
                         on the fronts and sides. Concrete block at rear.
                         Partition walls between tenant spaces are sheetrock
                         on metal studs.

Doors:                   Anodized aluminum store front doors. Interior rest
                         room doors hollow core wood.

Windows:                 Anodized bronze aluminum store fronts with single
                         glazing.

Floors:                  Reinforced 4" concrete slab with resilient tile cover
                         in Winn-Dixie, and high quality commercial grade
                         carpet in the bank and all non-anchor tenant space
                         except the cleaners.

Insulation:              Rigid insulation in built-up roof system.

Ceilings:                Suspended lay-in acoustic tile with recessed
                         fluorescent light fixtures.

HVAC:                    Individual roof mounted electric central heating
                         and cooling for each unit. Make unknown.

Plumbing:                One or two-two fixture restrooms in each shop
                         space.


                                                        H.J. Porter & Associates
<PAGE>

DESCRIPTION OF SUBJECT IMPROVEMENTS - (CONTINUED)                             18

Sprinkler:               The entire shopping center is equipped with a wet
                         bulb line system.

Miscellaneous:           571 linear feet of 11 foot wide covered concrete
                         walkways along building fronts. Approximately 390
                         linear feet of brick and block privacy wall which
                         is 6.5 feet high, and 450 linear feet of and 8 foot
                         high vertical wood privacy fence. Approximately
                         190,000 square feet of concrete paved parking for
                         332 cars (4.6 per 1000 sq.ft.) and truck loading.


                                                        H.J. Porter & Associates
<PAGE>

                                                                              19
HIGHEST AND BEST USE

Highest and best Use is defined in the Dictionary of Real Estate Appraisal, 3rd
edition, page 171, as:

     "The reasonably probable and legal use of vacant land or an improved
     property, which is physically possible, appropriately supported,
     financially feasible, and that results in the highest value. The four
     criteria the highest and best use must meet are legal permissibility,
     physical possibility, financial feasibility, and maximum profitability."

Based on this definition, consideration must be given to both the subject land
site as if vacant, and the total property as improved.

HIGHEST & BEST USE - AS IF VACANT

PHYSICALLY POSSIBLE - The subject's land size of 7.081 acres would support an
office complex, a neighborhood shopping center, apartment complex,
government/institutional complex, industrial complex, or a combination of these
uses. The site has sufficient area to allow these uses and provide sufficient
area for parking. Utility and traffic infrastructure are of sufficient size and
quality to support any of the uses noted. The subject property is located at the
intersection of major traffic arteries, and has good access and visibility for
passing motorist.

LEGALLY PERMISSIBLE - The subject's zoning of B-2, Highway Business District,
does not restrict commercial development of the subject site. Except for
residential and industrial uses, any of the physically possible uses are
permitted under the B-2 zoning ordinance.

FINANCIALLY FEASIBLE - There is currently insufficient demand for office space
in a complex large enough to maximize return on the land investment. Land values
for sites with similar locational qualities and zoning are prohibitive for
development of government facilities. Likewise, there is little demand for such
space. As outlined in the Area and Neighborhood Analysis, competing retail
shopping centers are experiencing extremely high occupancy rates which have
resulted from a growing and thriving economy. Growing demand for additional
retail space is being supplied currently by three newly constructed facilities.
Most retail centers in the area are located at the intersection on heavily
travelled streets, such as the subject.

It would appear therefore, that the optimum use of the subject site would be for
retail purposes.

MAXIMALLY PRODUCTIVE - The maximally productive use of the subject property is a
function of the development potential of the site. The building to land ratio
for most neighborhood shopping centers will range from 20% to 30%. Based on
building to land ratio, maximally productive and highest and best use of the
subject property, as if vacant, is for development of a neighborhood shopping
ranging in size from 61,690 to 92,535 square feet with a typical size of 77,100
square feet of net rentable area.


                                                        H.J. Porter & Associates
<PAGE>

HIGHEST AND BEST USE - (CONTINUED)                                            20

HIGHEST & BEST USE - AS IMPROVED

The current use of the subject site for a neighborhood shopping center and
parking appears to be consistent with highest and best use as if vacant. Next,
focus shifts to the adequacy of the improvements for maximizing return.

PHYSICALLY POSSIBLE - The existing building is well located on the subject site
with parking conveniently located near the retail shops. The existing building's
contribution to total value is substantial and appears to provide the highest
return to the land. The quantity and quality of the improvements or total size
and design of the building appears to be consistent with highest and best use.

LEGALLY PERMISSIBLE - The improvements, including expansion, in place on the
subject property are consistent with the zoning restrictions.

FINANCIALLY FEASIBLE - No items were noted which would necessitate renovation or
improvement to command a higher rental rate.

MAXIMALLY PRODUCTIVE - the subject's existing improvements appear to be
consistent with the highest and best use of the subject site as if vacant. Based
on this analysis, the subject 77,786 square foot (NRA) neighborhood shopping
center is considered to be the highest and best use of the property, as
improved.


                                                        H.J. Porter & Associates
<PAGE>

                                                                              21
THE APPRAISAL PROCESS

The appraisal process is a procedure for estimating the market value of real
property. This process involves gathering all pertinent information available
from the market which may influence the value of the subject property. This data
is then utilized in forming an estimate of value based upon the three generally
accepted approaches to value. These three approaches are the Cost Approach, the
Income Approach, and the Direct Sales Comparison Approach.

COST APPROACH

The Cost Approach is defined as that approach in appraisal analysis which is
based upon the proposition that an informed purchaser would pay no more than the
cost of producing a substitute property with the same utility as the subject
property. It is assumed that the potential purchaser considers producing a
substitute property with the same utility as the property being appraised. This
analysis involves the cost to buyer of producing an exact replica of the subject
property, in the same location and condition as the subject property, as of the
effective date of the appraisal.

The application of the Cost Approach involves the following steps:

1.   Estimating value of the site as if vacant and available to be put to its
     highest and best use.

2.   Estimating the reproduction cost new of the improvements.

3.   Estimating all elements of accrued depreciation.

4.   Subtracting the total accrued depreciation from the reproduction cost new
     of the improvements (resulting in an estimate of the present worth of the
     improvements).

5.   Adding the present worth of all the improvements (including site
     improvements) to the estimated site value.

6.   Rounding the figure to an appropriate indication of value.

The major limitations of the Cost Approach is its reliance upon an estimation of
accrued depreciation. Generally, the older the property and the higher the
estimate of accrued depreciation, the less reliable becomes the value indication
from this approach. This is particularly critical in the valuation of older
properties that normally incur greater amounts of depreciation. The Cost
Approach is particularly appropriate when the property being appraised involves
relatively new improvements which represent the highest and best use of the site
or when the improvements are relatively unique or specialized and there is
limited or a total lack of comparable properties which have sold recently.


                                                        H.J. Porter & Associates
<PAGE>

THE APPRAISAL PROCESS - (CONTINUED)                                           22

INCOME ANALYSIS

The Income Analysis is defined as that procedure in appraisal analysis which
converts anticipated benefits (dollar income or amenities) to be derived from
the ownership of property into a value estimate. Anticipated future income
and/or reversions are discounted to a present-worth figure through the
capitalization process.

This analysis requires an estimate of market rent based upon comparable rent of
leased properties. This rental estimate is a gross amount and all expenses to
real estate are deducted. These expenses include vacancy and rent loss which,
when subtracted from the gross income, produces the effective gross income.
Other expenses include real estate taxes, management cost, insurance cost, and
maintenance expense. If applicable, a reduction would also be made for services
and utilities. All expense estimates are obtained from the market by comparison
to similar structures.

After all expenses have been subtracted from the gross income, the resulting
figure is the net operating income, which will be capitalized into value. The
capitalization rate is derived from actual sales that have occurred in the
market place. The sales are analyzed in order to estimate the net operating
income of the property. After the net operating income is estimated, it is
divided by the sales price to provide an indication of the overall
capitalization rate. Capitalization rates can also be built up from the market
factors considered most applicable to income-producing properties. After the net
operating income and the capitalization rate are estimated, the net income is
then capitalized into a value indication by the applicable capitalization
technique.

DIRECT SALES COMPARISON APPROACH

The Direct Sales Comparison Approach is defined as that approach in an appraisal
analysis which is based upon the proposition that an informed purchaser would
pay no more for the property than the cost to him of acquiring an existing
property with the same utility. Presumably, the potential purchaser considers
the alternatives that are available to him and then makes a rational decision
based upon the information he has about those alternatives that are available to
him and then makes a rational decision based upon the information he has about
those alternatives.

The application of the Direct Sales Comparison Approach involves selecting a
number of competitive properties which have recently sold on the market. The
information derived from this section is analyzed through an adjustment process
which develops indications of what the competitive properties would have sold
for if they possessed all the important characteristics of the subject property.
These indications fall into a pattern surrounding one figure which, when
appropriately rounded, is an indication of the market value of the subject
property as of the date of the appraisal.


                                                        H.J. Porter & Associates
<PAGE>

THE APPRAISAL PROCESS - (CONTINUED)                                           23

The reliability of this approach is dependent upon the availability and
verification of the comparable sales data. The degree of comparability between
the competitive properties and the subject, and the absence of non-typical
conditions affecting the sales price of those properties are also important
items that are considered. Therefore, this approach is particularly applicable
when an active market provides sufficient quantities of reliable data which can
be verified from authoritative sources.

RECONCILIATION ANALYSIS

The reconciliation analysis is an evaluation process where the appraiser
carefully evaluates value indications from each of the three approaches. The
reliability of each approach to the present appraisal problem is examined and
weight is given to the accuracy, reliability, quantity of data available for use
in each approach, and the approach in which the market participant typically has
the greatest confidence.


                                                        H.J. Porter & Associates
<PAGE>

                               [GRAPHICS OMITTED]
                                     [MAP]


                              COMPARABLE LAND SALES
<PAGE>

                                                                              24
LAND VALUE - DIRECT COMPARISON

To estimate value for the subject site as if vacant, a comparison is made
between the subject property and recent sales of similar retail sites in the
subject market.

Sales considered include:

Sale #1
Address/Location:                     U.S. Highway 190
                                      Mandeville, LA
Vendor:                               Roman Catholic Church of the Archdiocese
                                      of New Orleans
Vendee:                               Delchamps, Inc.
Sale Date:                            09/27/1994
Sale Price:                           $4,700,000
Cash Equiv Price:                     $4,700,000
Terms:                                Cash to seller
Recorded:                             Instrument # 923539; St. Tammany Parish
Rights Conveyed:                      Fee simple title
Land Size:                            21.9 Acres;     953,964 Square Feet
Zoning:                               B-2, Highway Business District
Highest & Best Use:                   Commercial
Use At Sale:                          Vacant
Topo/Drainage:                        Level/Adequate
Access/Visibility:                    Good/Good
Utilities:                            All available
Remarks:                              This site was originally proposed for
                                      development of a Delchamps anchored
                                      shopping center, but is still vacant.

Indicators of Value:                  Price Per Acre:       $214,612
                                      Price Per Sq.Ft.:        $4.93


                                                        H.J. Porter & Associates
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    25

Sale #2
Address/Location:                     U.S. Highway 190
                                      St. Tammany Parish, Louisiana
Vendor:                               St. Tammany Oaks, L.L.C.
Vendee:                               Albertson's, Inc.
Sale Date:                            03/31/1995
Sale Price:                           $2,026,887
Cash Equiv Price:                     $2,026,887
Terms:                                Cash to seller
Recorded:                             Instrument # 943893; St. Tammany Parish
Rights Conveyed:                      Fee simple title
Land Size:                            5.7028 Acres;   248,414 Square Feet
Zoning:                               C-2, Highway Commercial District
Highest & Best Use:                   Commercial
Use At Sale:                          Vacant
Topo/Drainage:                        Level/Adequate
Access/Visibility:                    Good/Good
Utilities:                            All available
Remarks:                              This site has been developed with a free
                                      standing Albertson's Supermarket. This
                                      site is part of a large retail
                                      development which includes a new Wal
                                      Mart Superstore and Home Depot.

Indicators of Value:                  PRICE PER ACRE:       $355,420
                                      PRICE PER SQ.FT.:        $8.16


                                                        H.J. Porter & Associates
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    26

Sale #3
Address/Location:                     U.S. Highway 190
                                      St. Tammany Parish, Louisiana
Vendor:                               St. Tammany Oaks, L.L.C.
Vendee:                               Home Depot U.S.A., Inc.
Sale Date:                            03/31/1995
Sale Price:                           $2,990,000
Cash Equiv Price:                     $2,990,000
Terms:                                Cash to seller
Recorded:                             Instrument # 943892; St. Tammany Parish
Rights Conveyed:                      Fee simple title
Land Size:                            11.2408 Acres;  489,649 Square Feet
Zoning:                               C-2, Highway Commercial District
Highest & Best Use:                   Commercial
Use At Sale:                          Vacant
Topo/Drainage:                        Level/Adequate
Access/Visibility:                    Good/Good
Utilities:                            All available
Remarks:                              This site has been developed with a free
                                      standing Home Depot Store. The site is
                                      part of a large retail development
                                      which includes a Wal Mart Superstore
                                      and Albertson's Supermarket.

Indicators of Value:                  PRICE PER ACRE:       $265,995
                                      PRICE PER SQ. FT.:       $6.11


                                                        H.J. Porter & Associates
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    27

Sale #4
Address/Location:                     U.S. Highway 190
                                      St. Tammany Parish, Louisiana
Vendor:                               Gia Maione Prima
Vendee:                               Wal Mart Stores, Inc.
Sale Date:                            09/15/1994
Sale Price:                           $4,258,610
Cash Equiv Price:                     $4,259,610
Terms:                                Cash to seller
Recorded:                             Instrument # 922195; St. Tammany Parish
Rights Conveyed:                      Fee simple title
Land Size:                            26.987 Acres;   1,175,554 Square Feet
Zoning:                               C-2, Highway Commercial District
Highest & Best Use:                   Commercial
Use At Sale:                          Vacant
Topo/Drainage:                        Level/Adequate
Access/Visibility:                    Good/Good
Utilities:                            All available
Remarks:                              Site has been developed with a free
                                      standing Wal Mart Superstore. The site
                                      is part of a large retail development
                                      which includes a new Albertson's
                                      Supermarket and Home Depot.

Indicators of Value:                  Price Per Acre:       $157,839
                                      Price Per Sq. Ft.:       $3.62


                                                        H.J. Porter & Associates
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    28

The land sales detailed above are compared and adjusted to the subject for
notable differences. These adjustments are made in the adjustment grid below.

<TABLE>
<CAPTION>
====================================================================================================================================
                                                     LAND SALES COMPARISON GRID
====================================================================================================================================
<S>                                      <C>                 <C>               <C>                 <C>                  <C>       
Comp. Number                             Subject                     #1                 #2                  #3                   #4
Vendee:                                                      Delchamp's        Albertson's          Home Depot             Wal-Mart
Location                                 Causeway Blvd.          US 190             US 190              US 190               US 190
                                         Mandeville          Mandeville        St. Tammany         St. Tammany          St. Tammany
- ------------------------------------------------------------------------------------------------------------------------------------
Cash Eq. Price                           SEE BELOW           $4,700,000         $2,026,888          $2,990,000           $4,259,610
Date of Sale                             08/18/97              09/27/94           03/31/95            03/31/95             09/15/94
Land Size                 Acres          7.081                    21.90             5.7028             11.2408                26.99
                          Sq. Ft.        308,448                953,964            248,414             489,649            1,175,554
====================================================================================================================================
Unadj.$/Acres                                                  $214,612           $355,420            $265,995             $157,839
Unadj.$/Sq. Ft.                                                   $4.93              $8.16               $6.11                $3.62
====================================================================================================================================
ADJUSTMENTS                                                          #1                 #2                  #3                   #4
Conditions of Sale                                               Normal             Normal              Normal               Normal
Net Adjustment                                                       $0                 $0                  $0                   $0
Market Conditions                                                   14%                12%                 12%                  15%
(Time) @                  5%             /year                              
====================================================================================================================================
Preliminary Adj. Price                                       $5,379,890         $2,268,726          $3,346,752           $4,882,797
====================================================================================================================================
PHYSICAL DIFFERENCES                                                 #1                 #2                  #3                   #4
                          Location                                 1.00               1.10                1.10                 1.10
- ------------------------------------------------------------------------------------------------------------------------------------
Subtotal-Physical                                                  1.00               1.10                1.10                 1.10
====================================================================================================================================
Preliminary Adjusted Price                                   $5,379,890         $2,495,599          $3,681,427           $5,371,076
  Price/Acres                                                  $245,657           $437,609            $327,506             $199,025
  Price/Sq. Ft.                                                   $5.64             $10.05               $7.52                $4.57
====================================================================================================================================
                          Size                                     1.69               0.90                1.24                 1.86
====================================================================================================================================
Final Adjusted Price                                         $9,092,014         $2,246,039          $4,564,969           $9,990,201
  Price/Acres                                                  $415,160           $393,848            $406,107             $370,186
  Price/Sq. Ft.                                                   $9.53              $9.04               $9.32                $8.50
====================================================================================================================================
</TABLE>

The comparable sales listed above were adjusted to the subject for:

Time:       Considers an increase in value of 5 % per year over the past three
            years. This is based on general trends as there were no sale-resales
            found with which to compare.


                                                        H.J. Porter & Associates
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    29

Location:   The subject is superior to Sales 2, 3, and 4, which are part of a
            commercial subdivision called St. Tammany Oaks. Sales 2 and 3, which
            have been developed with an Albertson's supermarket, and Home Depot,
            respectively, have no direct highway frontage. Sale 4 is has been
            developed with a Wal- Mart Supercenter.

Size:       After all other adjustment, the Preliminary Adjusted Price of the
            land sales were compared and adjusted to the subject for size
            differences. The adjustments are based on the Dilmore Size
            Adjustment Computer Program.

The above sales, after adjustment, indicate a range of value from $370,186 to
$415,160 per acre, with a mean adjusted price of $396,325 per acre. The subject
is most comparable to Sale 1 in location and Sales 2 and 3 in size. Based on
these adjusted sales, the subject land site, as if vacant, will be valued as:

  7.081 Acres     @         $395,000      =      $2,796,995

                            Rounded              $2,800,000


                                                        H.J. Porter & Associates
<PAGE>

                                                                              30
COST APPROACH TO VALUE

The cost factors used are from the Marshall Valuation Service, a national cost
service indexed to the Mandeville, Louisiana market and found to be reliable and
consistent with costs incurred by builders within the area. The cost factors
from this cost service are inclusive of architect/engineering fees, construction
period interest, contractors overhead and profit, and normal site prep costs.
Excluded are site improvements such as paving, landscaping, etc., land costs,
and indirect costs such as developers profit and permanent loan fees.
Calculations of total building reproduction costs are:

================================================================================
                            VALUATION - COST APPROACH
================================================================================
DIRECT COST

Estimated Replacement Cost New - [MARKET]
     Excellent Market Class "C" -Sec. 13 Page 19
     Base Cost                                  $69.26
     Sprinkler                                   $2.07
                                                ------
     Total Base Cost                            $71.33
     Area/Perimeter Adjust.        x              0.83
     Adjust to Current Cost        x              1.05
     Adjust Local Conditions       x              0.90
                                                ------
Gr.Bldg Area        53,986 S.F.    x            $55.95 per S.F. =     $3,020,517
Estimated Replacement Cost New - [BRANCH BANK]
     Good to Excellent, Class "C" -Sec.15 Page 21
     Base Cost                                 $142.07
     Sprinkler                                   $2.25
                                               -------
     Total Base Cost                           $144.32
     Area/Perimeter Adjust.        x              0.95
     Adjust to Current Cost        x              1.02
     Adjust Local Conditions       x              0.90
                                               -------
Gr.Bldg Area        12,800 S.F.    x            $125.86 per S.F. =    $1,611,008
Drive-thru Canopy @              50% of Base Cost
                     4,148 S.F.    x             $62.93 per S.F. =      $261,034
ATM Drive-thru @                 20% of Base Cost
                       520 S.F.    x             $25.17 per S.F. =       $13,088
Total Bank Cost New                                                   $1,885,130
Estimated Replacement Cost New - [NEIGHBORHOOD SHOPPING CENTER]
     Average Neighborhood Class "C" -Sec.13 Page 27
     Base Cost                                  $46.08
     Sprinkler                                   $2.07
                                                ------
     Total Base Cost                            $48.15
     Area/Perimeter Adjust.        x              1.01
     Adjust to Current Cost        x              1.05
     Adjust Local Conditions       x              0.90
                                                ------
Gr.Bldg Area         8,500 S.F.    x            $45.96 per S.F. =       $390,660

Building Canopy                  50% of Base Cost
                     6,645 S.F.    x            $22.98 per S.F. =       $152,702
Total Shop Space and Canopy Cost                                        $543,362
================================================================================
Total Replacement Cost New - Structures:                              $5,449,009
================================================================================


                                                        H.J. Porter & Associates
<PAGE>

COST APPROACH TO VALUE - (CONTINUED)                                          31

INDIRECT COST

Indirect costs including developer's profit and permanent loan fees are added to
the subject's direct cost to estimate the total value of the subject property
via the Cost Approach. Developer's profit is added at 20% based upon sales of
new shopping centers, discussions with Developers and Brokers, and with
consideration given to the cross collateralization of the portfolio of retail
properties to which the subject will be a part. Permanent loan fees are added at
the amount typically charged by lenders - 2% of the loan amount (1% construction
- - 1% permanent).

DEPRECIATION AND OBSOLESCENCE

There were no items of deferred maintenance noted. Incurable Physical
Depreciation present in the subject property is estimated using the Effective
Age/Economic Life Method. Incurable physical depreciation is estimated as:

================================================================================
Replacement Cost New                                                  $5,449,009
- --------------------------------------------------------------------------------
Chronological Building Age                                                     9
Effective Age                                                                  5
Economic Life New                                                             50
Percentage Depreciation (Effective Age / Life New)                           10%
- --------------------------------------------------------------------------------
Dollar Depreciation
                     $5,449,009    X    10%                             $544,901
================================================================================

Based on inspection of the subject property and its neighborhood, there is no
functional or external obsolescence.

Site improvements are added at their depreciated values and the underlying
vacant land value is added as arrived at previously by comparison. The
calculation of Value by the Cost Approach is presented in tabular form on the
following page.


                                                        H.J. Porter & Associates
<PAGE>

COST APPROACH TO VALUE - (CONTINUED)                                          32

<TABLE>
<CAPTION>
====================================================================================================================================
                                                         CALCULATION OF COST
====================================================================================================================================
<S>                                  <C>                  <C>                        <C>          <C>                   <C>
DIRECT COST
Total Replacement Cost New - Structures (from prior page)                                                                $5,449,009
Less: Depreciation                                                                                                        ($544,901)
                                                                                                                        -----------
Depreciated Building Cost                                                                                                $4,904,108
Add: Site Improvements
                                                                                               Depreciated
                                    Area/Feet           Cost / SF          Depreciation               Cost
                                    ---------           ---------          ------------               ----
Concrete Paving                      190,000              $2.56                      20%          $389,120
Concrete Curb                            950              $8.20                      20%            $6,230
Masonry Wall                           2,534             $10.30                      10%           $23,490
Wood Fence                               450             $13.40                      20%            $4,820
Project Sign                                                                                       $15,000
Landscaping                                                                                        $50,000
Subtotal                                                                                        ----------                 $488,660
                                                                                                                        -----------
Total Value - All Improvements                                                                                           $5,392,768

INDIRECT COST
  Developer's Fee                                         20% Cost + Land                       $1,638,554
  Title and Legal                                                                                  $35,000
  Permanent Loan Fees                                      2% of Loan Amt
  Loan basis =                                            75% of Cost                             $122,892
  Marketing                                                                                        $25,000
  Miscellaneous                                                                                   $100,000
TOTAL INDIRECT COST                                                                             ----------               $1,921,446
                                                                                                                        -----------
TOTAL COST NEW                                                                                                           $7,314,214
LAND VALUE (from prior section)                                                                                          $2,800,000
                                                                                                                        -----------
VALUE BY COST                                                                                                           $10,114,214
                                                                                                  (Rounded)             $10,110,000
====================================================================================================================================
</TABLE>


                                                        H.J. Porter & Associates
<PAGE>

                               [GRAPHICS OMITTED]

                            [MAP OF MANDEVILLE AREA]

                               COMPARABLE RENTALS
<PAGE>

                                                                              33

INCOME APPROACH TO VALUE

As a primary approach to value for the subject, the subject's net operating
income is capitalized into a value estimate by use of an overall capitalization
rate. In arriving at a net operating income, consideration is given to rentals
and expenses which are incurred in the operation of the property. The following
comparable rentals were considered in order to determine the reasonableness of
the subject's contract rent for shop space.

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

RENT COMPARABLE#                           1
NAME:                                      Mandeville Square
LOCATION:                                  East Approach and US Hwy 190
                                           Mandeville, LA
YEAR BUILT:                                1986
SIZE:                                      Anchors            41,000 SF
                                           Locals             29,112 SF
                                                              ------
                                           Total              70,112 SF
ANCHORS:                                   A & P Supermarket
SHOP SPACE RENT:                           $10.00 to $12.50 PSF
EXPENSE CONTRIBUTIONS:                     All tenants pay their pro rata share
                                           of Taxes, Insurance and CAM
OCCUPANCY:                                 100%
REMARKS:                                   Well located center constructed with
                                           masonry and dryvit exterior walls.
                                           Parish National Bank leases 4,631
                                           sq. ft. at a current rental rate of
                                           $9.00 per sq. ft..


                                                        H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        34

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

RENT COMPARABLE #                           2
NAME:                                       Northlake Shopping Center
LOCATION:                                   Causeway Blvd. and LA Hwy 22
                                            Mandeville, LA
YEAR BUILT:                                 1982
SIZE:                                       Anchors             73,130 SF
                                            Locals              94,299 SF
                                                               -------
                                            Total              167,429 SF
ANCHORS:                                    Winn Dixie, K & B Drugs, Campo,
                                            Stage Dept. Store
SHOP SPACE RENT:                            $9.00 to $10.00 PSF - Most recent at
                                            $10.00 PSF
EXPENSE CONTRIBUTIONS:                      All tenants pay their pro rata share
                                            of Taxes, Insurance and CAM
OCCUPANCY:                                  100%
REMARKS:                                    This property was sold from
                                            inventory by Premier Bank in
                                            December 1992 for $4,750,000 or
                                            $28.37 PSF. At the time of sale the
                                            overall occupancy was approximately
                                            82%. Currently there is one small
                                            vacant shop available for rent.


                                                        H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        35

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

RENT COMPARABLE #                           3
NAME:                                       Holiday Square
LOCATION:                                   I-12 and US Hwy 190
                                            St. Tammany Parish, LA
YEAR BUILT:                                 1985
SIZE:                                       Anchors                 0 SF
                                            Locals             88,618 SF
                                                               ------   
                                            Total              88,618 SF
ANCHORS:                                    Office Depot, Books-A-Million,
                                            Kirshman Furniture
SHOP SPACE RENT:                            $8.00 to $14.00 PSF - Avg $11.00 PSF
EXPENSE CONTRIBUTIONS:                      All tenants pay their pro rata share
                                            of Taxes, Insurance and CAM
OCCUPANCY:                                  100%
REMARKS:                                    The anchor tenants are located
                                            adjacent to this center but not
                                            under the same ownership.


                                                        H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        36

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

RENT COMPARABLE #                           4
NAME:                                       St. Tammany Plaza
LOCATION:                                   US Highway 190
                                            Covington, LA
YEAR BUILT:                                 Built in 1984 and renovated/expanded
                                            in 1990
SIZE:                                       Anchors             70,617 SF
                                            Locals              40,604 SF
                                                               -------
                                            Total              111,221 SF
ANCHORS:                                    Delchamps and K & B Drugs
SHOP SPACE RENT:                            $8.00 to $11.00 PSF
EXPENSE CONTRIBUTIONS:                      All tenants pay their pro rata share
                                            of Taxes, Insurance and CAM
OCCUPANCY:                                  100%
REMARKS:                                    Delchamps originally occupied a
                                            28,092 sq. ft. in this center when
                                            it was built. In 1990 they moved
                                            into their new 52,467 sq. ft. store.
                                            Their old store is now occupied by
                                            Weiner's.


                                                        H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        37

The potential gross income of the subject property consist of base rental income
and tenant expense contributions. The subject property is leased to five
tenants. Two of the tenants, Winn-Dixie and First National Bank of Commerce
(FNBC), have long term leases and high credit ratings. These tenants are
considered anchor tenants. The remaining space contains 8,500 square feet of net
rentable area, and consist of regional and local tenants.

BASE RENTAL INCOME

Rental rates for the subject's non-anchor tenants range from $12.54 to $14.17
per square foot with an average of $12.90 per square foot. The comparable
rentals were analyzed and compared to the subject to determine if the subject's
rental rates were market oriented and competitive. The average rental rates of
the 5 comparables ranged from $8.00 to $11.00 per square foot which is lower
than the subject's average rates. All but one of the comparables are older than
the subject. Considering the subject's superior location, the subject's rent
structure for non-anchor tenants is considered reasonable.

The contract rent for Winn Dixie, like most signature stores, is a function of
the development cost and negotiations between developer and tenant. Although the
subject Winn Dixie rent at $11.96 per square foot is higher than the range of
similar Winn Dixie rental rates, as illustrated in the following table, it is
believed to be reasonable due to higher land cost and construction cost
associated with the recent expansion.

================================================================================
Tenant            Location               Year        Size-Sq.Ft.     Rent/Sq.Ft.
================================================================================
Winn Dixie        Mobile, AL             1996             51,282           $8.00

Winn Dixie        Dalton, GA             1996             44,000           $9.26

Winn Dixie        Trussville, AL         1996             44,000           $8.15

Winn Dixie        Mobile, AL             1997             44,000           $9.00

Winn Dixie        Mobile, AL             1997             44,000           $8.85

Winn Dixie        Fairhope, AL           1997             51,282           $9.25

Winn Dixie        Birmingham, AL         1997             51,282          $11.00
================================================================================

A search of the local market yielded only one bank lease. Premier Bank leases
2,400 square feet in a one story, two tenant building in front of the
Pontchartrain Square Shopping Center for $15.00 per square foot. The original
lease date was 1989 for 3 years. The lease was renewed in 1992 for 2 additional
years and is currently on a year-to-year basis. There is a drive-thru facility
but is reported to be inadequate. Several branch bank appraisals in the
Birmingham, Huntsville and Montgomery area completed by the appraiser was
reviewed to determine the reasonableness of the rental rate for the branch bank
facility. Based on this review, the bank's rental rate is considered reasonable.

The leased area of the Bank building is based on BOMA area calculations which
includes all interior areas and portions of the drive-thru canopy, and walkways.


                                                        H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        38

PERCENTAGE RENTAL INCOME

Leases for Winn-Dixie, Albano Cleaner, and Blockbuster Video call for percentage
rent over base gross sales levels. Based on analysis of retail sales for Winn
Dixie and Blockbuster Video for the past four years (no sales figures were
available for Albano Cleaners) it is unlikely that these tenants will pay
percentage rent within the next seven to ten years. As such, no percentage rent
is included in the stabilized income used for direct capitalization. The
Potential Rental Income for the subject property is presented in the following
table.

================================================================================
                             POTENTIAL RENTAL INCOME
- --------------------------------------------------------------------------------
Anchor Tenant
Winn-Dixie               53,986 sq.ft. @     $11.96     =   $645,579  
First NBC                10,500 sq.ft. @     $21.10     =   $221,550  
First NBC                 4,800 sq.ft. @     $11.00     =    $52,800  
                         ------                             --------
Total Anchor Tenants     69,286 sq.ft. @                                $919,929

Shop Tenants                                                          
Bellsouth Mobility        1,500 sq.ft. @     $13.50     =    $20,250  
Albano Cleaners           1,000 sq.ft. @     $14.17     =    $14,168  
Blockbuster Video         6,000 sq.ft. @     $12.54     =    $75.240  
                         ------              ------         --------
Total Shop Tenants        8,500 sq.ft. @     $12.90   (avg)             $109.658
                                                                      ----------
Total Rental Income      77,786 sq.ft. @     $13.24   (avg)           $1,029,587
================================================================================

TENANT EXPENSE CONTRIBUTIONS

All tenants contribute their pro-rata share of expenses for Ad Valorem taxes,
property insurance, and common area maintenance (CAM). All non-anchor tenants
plus FNBC's office space contributes 5 % of their base rent for property
management expense. Additionally, all non-anchor tenants except Albano's
Cleaners contribute $.05 per square foot of their leased area for structural
repair and reserves. Expense contributions for all tenants are calculated and
presented in the following table.


                                                        H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        39

<TABLE>
<CAPTION>
===========================================================================================================
                                            Expense Contributions
===========================================================================================================
Expense Category                               C/T/I    St. Res.       Mgt/Acc       Tenant          Total
- -----------------------------------------------------------------------------------------------------------
<S>                            <C>           <C>           <C>         <C>         <C>             <C>
  Amount                                       $1.62       $0.05           5%        Total
- -----------------------------------------------------------------------------------------------------------
Anchor Tenants                Sq. Ft.
- -------------------------------------
  Winn-Dixie                   53,986        $87,457          $0           $0      $87,457
  First NBC                    10,500        $17,010          $0           $0      $17,010
  First NBC                     4,800         $7,776          $0       $2,640      $10,416
                                                                                   -------
  Total Anchor Tenant Contributions                                                                $114,883

Shop Tenants                  Sq. Ft.
- -------------------------------------
  Bellsouth Mobility             1500         $2,430         $75       $1,013       $3,518
  Albano Cleaners                1000         $1,620          $0         $708       $2,328
  Blockbuster Video              6000         $9,720        $300       $3,762      $13,782
                                                                                   -------
  Total Shop Tenant Contributions                                                                   $19,628
                                                                                                   --------
Total Expense Contributions                                                                        $134,511
===========================================================================================================
</TABLE>

VACANCY AND COLLECTION LOSS

Effective Gross Income is calculated by deducting the estimated vacancy and
collection loss from Potential Gross Income. Based on the strength of the retail
market in Mandeville, vacancy and collection loss is estimated to be 5% of
non-anchor tenant base rental income and expense contributions. Due to the long
term leases and credit worthiness of the anchor tenants, no vacancy and credit
loss is deducted from their income.

OPERATING EXPENSES

After estimating effective gross income, all applicable expenses are deducted to
arrive at net operating income. The subject's actual three year operating
history was not made available to the Appraiser. The only available data was the
1997 expense estimates which are:

                      Management                 $.52 PSF
                      Taxes                      $.96 PSF
                      Insurance                  $.21 PSF
                      C.A.M                      $.62 PSF
                      Building Repair            $.10 PSF
                      Administrative             $.003 PSF

To estimate appropriate expense levels, the actual operating statements from
several comparable shopping centers are analyzed and compared to the owner's pro
forma. The expense comparables are found on the following pages.


                                                        H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        40

Comparable # 1

Project Name:                     Delchamps Plaza North
Location:                         McFarland & Watermelon Road 
                                  Tuscaloosa, AL
Year Built:                       1986           GLA: 59,389 SF
Source:                           Year End Statement
Type Center:                      Neighborhood
Analysis Year:                    1995           Analysis By: DPM


        Item                            Total             $/SF             %PGR
        ----                            -----             ----             ----
Potential Gross Rent:                 $459,768            $7.74           100.0%
Less Vac/Credit Loss:                    $-603           $-0.01            -0.1%
                                      --------           ------           ----- 
Effective Gross Rent:                 $459,165            $7.73            99.9%
+ CAM/Reimbursements:                  $41,120            $0.69             8.9%
+ Misc Income:                          $3,439            $0.06             0.7%
                                      --------           ------           ----- 
Effec. Gross Income:                  $503,724            $8.48           100.0%

        Item                            Total             $/SF             %EGI
        ----                            -----             ----             ----
Less Expenses:
 Management:                           $30,762            $0.52             6.1%
 Ad Valorem Tax:                       $33,939            $0.57             6.7%
 Insurance:                             $4,915            $0.08             1.0%
 Administration Expense:                $1,391            $0.02             0.3%
 CAM:                                  $41,892            $0.71             8.3%
 Miscellaneous:                         $8,765            $0.15             1.7%
                                      --------            -----           ----- 

Total Expenses:                       $121,664            $2.05            24.2%
                                      --------            -----           ----- 
Net Operating Income:                 $382,060            $6.43            75.8%
                                      ========            =====           ===== 

Comments:  Utilities expense included in CAM. Miscellaneous expense is non-pass 
           through expense for building repair.


                                                        H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        41

Comparable # 2

Project Name:                     Delchamps Plaza South
Location:                         Skyland Blvd. Tuscaloosa, AL
Year Built:                       1986           GLA: 108,903 SF
Source:                           Year end operating statement
Type Center:                      Neighborhood Shopping Center
Analysis Year:                    1996           Analysis By: LHH

        Item                            Total             $/SF             %PGR
        ----                            -----             ----             ----
Effective Gross Rent:                 $751,676            $6.90                %
+ CAM/Reimbursements:                  $61,400            $0.56                %
+ Misc Income:                            $300            $0.00                %
                                      --------            -----           ------
Effec. Gross Income:                  $813,376            $7.47           100.0%

        Item                            Total             $/SF             %EGI
        ----                            -----             ----             ----

Less Expenses:
  Management:                          $42,686            $0.39             5.2%
  Ad Valorem Tax:                      $39,174            $0.36             4.8%
  Insurance:                           $13,588            $0.12             1.7%
  Administration Expense:              $17,144            $0.16             2.1%
  
  CAM:                                 $25,322            $0.23             3.1%
  Utilities:                            $6,564            $0.06             0.8%
  Miscellaneous:                        $5,071            $0.05             0.6%
                                      --------            -----            ---- 
Total Expenses:                       $149,549            $1.37            18.4%
                                      --------            -----            ---- 

Net Operating Income:                 $663,827            $6.10            81.6%
                                      ========            =====            ==== 

Comments:     Misc. Expense is travel and structural repair.


                                                        H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        42

  COMPARABLE # 3

Project Name:                     Stratford Square
Location:                         East Boulevard
                                  Montgomery, AL
Year Built:                       1987           GLA: 121,236 SF
Source:                           Year End Statement
Type Center:                      Community Shopping Center
Analysis Year:                    1995           Analysis By: Philip Minor

        Item                            Total             $/SF             %PGR
        ----                            -----             ----             ----
Effective Gross Rent:                 $771,843            $6.37                %
+CAM/Reimbursements:                  $118,804            $0.98                %
+Misc Income:                             $412            $0.00                %
                                      --------            -----           ------
Effec. Gross Income:                  $891,079            $7.35           100.0%
                                                         
        Item                            Total             $/SF             %EGI
        ----                            -----             ----             ----
Less Expenses:
  Management:                          $43,173            $0.36             4.8%
  Ad Valorem Tax:                      $47,541            $0.39             5.3%
  Insurance:                           $12,987            $0.11             1.5%
  Administration Expense:              $13,769            $0.11             1.5%
  CAM:                                 $53,488            $0.44             6.0%
  Miscellaous:                          $5,650            $0.05             0.6%
                                      --------            -----            ----

Total Expenses:                       $176,608            $1.46            19.8%
                                      --------            -----            ----

Net Operating Income:                 $714,471            $5.89            80.2%
                                      ========            =====            ==== 

Comments:     Miscellaneous expense includes $3,762 for on-site management, and 
              $1,888 advertising and promotion.


                                                        H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        43

COMPARABLE # 4

Project Name:                     Corner Village
Location:                         Auburn, AL
Year Built:                       1978           GLA: 62,510 SF
Source:                           Year End Statement
Type Center:                      Neighborhood Shopping Center
Analysis Year:                    1995           Analysis By: Philip Minor

        Item                            Total             $/SF             %PGR
        ----                            -----             ----             ----
Effective Gross Rent:                 $260,657            $4.17                %
+ CAM/Reimbursements:                  $22,347            $0.36                %
+ Misc Income:                             $83            $0.00                %
                                      --------            -----           ------
Effec. Gross Income:                  $283,087            $4.53           100.0%

        Item                            Total             $/SF             %EGI
        ----                            -----             ----             ----
Less Expenses:
  Management:                          $10,663            $0.17             3.8%
  Ad Valorem Tax:                      $21,172            $0.34             7.5%
  Insurance:                            $4,405            $0.07             1.6%
  Administration Expense:               $3,556            $0.06             1.3%
  CAM:                                 $25,305            $0.40             8.9%
  Utilities:                              $332            $0.01             0.1%
  Miscellaneous:                        $1,718            $0.03             0.6%
                                      --------            -----            ----
  
Total Expenses:                        $67,151            $1.07            23.7%
                                      --------            -----            ----
  
Net Operating Income:                 $215,936            $3.45            76.3%
                                      ========            =====            ==== 

Comments:     Miscellaneous expense is building repair and maintenance.


                                                        H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        44

Based on these expense comparables, and the subject's 1997 expense pro forma,
the pertinent expense categories and appropriate amounts are estimated as:

Management Fee:               The management fee of the comparables properties
                              ranged from 3.8% to 6.1%. As indicated previously,
                              the subject property is one of fifteen shopping
                              centers in a cross collateralized portfolio of
                              retail properties under single management.
                              Considering economies of scale, the subject's
                              management fee is estimated at the low end of the
                              range at 4% of effective rental income.

Ad Valorem tax:               The subject's ad valorem tax, as previously
                              presented, is $74,846 per year.

Insurance:                    Based upon the subject's 1997 pro forma and the
                              expense comparable, the cost of insuring the
                              subject's improvements and the cost of liability
                              insurance will be $16,226 per year or $.21 per
                              square foot.

Common Area Maintenance:      Common area maintenance expense is estimated at
                              $35,000 per year or $.45 per square foot, and is
                              based on the expense comparables and the owner's
                              pro forma.

Administrative:               Based on the expense comparables and pro forma,
                              Administrative expense is estimated at $1,500 or
                              $.02 per square foot.

Structural Maint:             Structural maintenance is estimated at $.10 per
                              square foot for a total annual amount of $7,780.

Total operating expenses for the subject property are estimated at $176,316 per
year, $2.27 per square foot and 15.2% of Effective Gross Income. The subject's
expenses are higher than the comparables and is attributed to the management fee
which is derived from effective gross income higher than other comparables.

OVERALL CAPITALIZATION RATE

To estimate the subject's value via the Income Approach, the subject's
stabilized net operating income is capitalized with an overall capitalization
rate of 9.0%. The selected overall capitalization rate is based on several
methods of capitalization rate development with consideration given to the
non-terminable Winn-Dixie lease, and the cross collateralization of the subject
property with the other fourteen shopping centers in the securitized portfolio
of retail properties. The cap rate development methods, which are


                                                        H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        45

presented following the Income Approach Summary on the following page, includes
rates extracted from comparable sales, recently published investor survey, and
three methods using mortgage and equity positions which include the Ellwood,
Band of Investment, and Debt Coverage Ratio Methods.

Rates extracted from the comparable sales, none of which had non-terminable
leases, ranged from 9.64% to 10.46% with an average of 10.16% and the most
recent sale being at 9.64%. Published rates from the Second Quarter 1997,
Korpacz Real Estate Investor Survey for National Strip Shopping Center, ranged
from 8.25% to 13% with an average rate of 9.84% which is similar to the market
extracted rates. The mid range rates from the three mortgage/equity methods
ranged from 8.90% to 9.14%. The rates developed with mortgage/equity factors
reflect current conditions and declining interest rates. The criteria used for
these methods was taken from the above investor survey and from interviews with
mortgage brokers.

The High, Middle, and Low average of the five methods of cap rate development
are 10.30%, 9.38%, and 8.72% respectively. Based on this analysis and the above
considerations, the subject's overall capitalization rate is estimated to fall
between the Middle and Low range of the five methods.

On the following pages is the summary of the calculations of the subject's net
operating income and capitalized value, and the presentation of the five methods
of capitalization rate development with explanatory comments for each method.


                                                        H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        46


<TABLE>
<CAPTION>
====================================================================================================================================
                                                     VALUATION - INCOME APPROACH
====================================================================================================================================
<S>                                    <C>                           <C>                          <C>                     <C>
Potential Rental Income
Anchor Tenant
  Winn-Dixie                           53,986 sq. ft. @              $11.96          =            $645,579
  First NBC                            10,500 sq. ft. @              $21.10          =            $221,550
  First NBC                             4,800 sq. ft. @              $11.00          =             $52,800
                                       ------                                                     --------
  Total Anchor Tenants                 69,286 sq. ft. @                                                                     $919,929

Shop Tenants
  Bellsouth Mobility                    1,500 sq. ft. @              $13.50          =             $20,250
  Albano Cleaners                       1,000 sq. ft. @              $14.17          =             $14,168
  Blockbuster Video                     6,000 sq. ft. @              $12.54          =             $75,240
                                       ------                        ------                       --------
Total Shop Tenants                      8,500 sq. ft. @              $12.90        (avg)                                    $109,658
                                                                                                                          ----------
Total Rental Income                    77,786 sq. ft. @              $13.24        (avg)                                  $1,029,587

Expense Contributions
  Anchor Tenants                                                                                  $114,883
  Shop Tenants                                                                                     $19,628
                                                                                                  --------
Total Expense Contributions                                                                                                 $134,511
                                                                                                                          ----------
POTENTIAL GROSS INCOME                                                                                                    $1,164,098
Less Vacancy and Collection Loss
  Non-Anchors                          5%               Rent + Exp. Cont.            =                                        $6,464
                                                                                                                          ----------
EFFECTIVE GROSS INCOME                                                                                                    $1,157,634
                                                                                         % of         $ per
Less Expenses:                                                                         E.G.I.          S.F.
                                                                                       ------         -----
                                       Management:                   $40,964             4.0%         $0.53
                                       Ad. Val. Tax                  $74,846             6.5%         $0.96
                                       Insurance                     $16,226             1.4%         $0.21
                                       CAM                           $35,000             3.0%         $0.45
                                       Administrative                 $1,500             0.1%         $0.02
                                       St. Maint.                     $7,780             0.7%         $0.10
                                                                     -------            ----          -----
Total Expenses                                                                          15.2%         $2.27                 $176,316
                                                                                                                          ----------
NET OPERATING INCOME                                                                                                        $981,318
Capitalized at                                                   9.00%                                                   $10,903,533
TOTAL INDICATED VALUE                                                                           (Rounded)                $10,900,000
====================================================================================================================================
</TABLE>


                                                        H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        47

<TABLE>
<CAPTION>
========================================================================================================================
Property Capitalization
Rate Justification
========================================================================================================================
PROPERTY:   Mandeville Marketplace
ADDRESS:    Mandeville, LA
DATE:       August 18, 1997
                                                                                 High           Middle             Low
                                                                                 ----           ------             ---
<S>                                                                              <C>             <C>               <C>  
                                                                                ----------------------------------------
1. Market extracted rates for                                                    10.46%          10.16%            9.64%
     similar local properties                                                   ----------------------------------------
2. Recent published cap rates                                                    13.00%           9.84%            8.25%
     used by institutional investors                                            ----------------------------------------
3. Ellwood method calculated rates
     11.55% = Eqty yield before tax (Korpacz)
% Property appreciation (income) over hold period =                              -5.00%           0.00%            5.00%
    75% = Mortgage percent of value 
  7.75% = Mortgage interest rate 
   20.0 = Mortgage term in years 
   10.0 = Investment holding period 
  9.85% = Rm = Mortgage constant 
  14.4% = Rmp = Mortgage constant over holding period
  31.6% = P = Percent of mortgage paid off over hold period 
   5.8% = SFF = Sink fund factor 
  37.2% = J factor
                                                                                ----------------------------------------
                                                  Calculated cap rate =           9.36%           8.90%            8.45%
                                                                                ----------------------------------------
4. Band of Investment Method
                                              Mortgage percent to value          70.00%          75.00%           80.00%
                                                      Mortgage constant          10.35%           9.85%            9.35%
                                                Equity percent to value          30.00%          25.00%           20.00%
                                                 Eqty cash on cash rate           8.00%           7.00%            6.00%
                                                                                ----------------------------------------
                                                    Calculated cap rate           9.65%           9.14%            8.68%
                                                                                ----------------------------------------
5. Debt Coverage Ratio Method
                                              Req'd debt coverage ratio           1.25            1.20             1.15
                                              Mortgage percent to value          70.00%          75.00%           80.00%
                                                      Mortgage constant          10.35%           9.85%            9.35%
                                                                                ----------------------------------------
                                                    Calculated cap rate           9.06%           8.87%            8.60%
                                                                                ----------------------------------------

========================================================================================================================
</TABLE>


                                                        H.J. Porter & Associates
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        48

================================================================================

                                Explanatory Notes
                          Capitalization Rate Evidence

The accompanying chart illustrates 5 different sets of data or evidence as to
appropriate current property capitalization rates.

     Item # 1 Reflects the current range in capitalization rates in
     the local market based on actual sales - this information is
     historical in nature although there has been a fairly consistent
     pattern evident in this market over the years.

     Item # 2 Reflects actual cap rates used by large financial
     institutions in the acquisition and financing of major real
     estate projects. These rates are also historical in nature, but
     are based on properties of a magnitude atypical in this market
     area. Properties that would appeal to at least a regional and
     perhaps a national market of potential buyers.

     Item # 3 Reflects a calculated cap rate utilizing the Ellwood
     model based on future expectations in income and property value
     growth and equity yield rates - explicit input assumptions are
     listed. This method is compelling when market mortgage and equity
     yield returns are predictable and property and income changes can
     be reliably predicted.

     Item # 4 Analyzes required capital outlays to service both the
     debt (ie mortgage payment) and the equity (cash on cash or before
     tax cash flow or equity dividend). The weighted average of these
     required returns is, by definition, equal to the capitalization
     rate. It should be noted that the mortgage interest rate and
     equity yield rate are NOT part of this calculation.

     Item # 5 Provides another method often used by lenders. The debt
     coverage ratio is a factor equal to the net operating income
     divided by the annual debt service - in other words, it is an
     estimate of the "cushion" or excess of net operating income over
     and above debt service. The calculated cap can be solved for by
     the following formula R(o) = R(m) X DCR X M.

The actual cap rate used by appraisers in this analysis is bracketed by this
information. Further, this chart illustrates the implicit market expectations of
the various investment parameters that are reflected by the specific
capitalization rate used.

================================================================================


                                                        H.J. Porter & Associates
<PAGE>

                                                                              49

MARKET APPROACH

To estimate the subject property's value by market comparison, a direct
comparison is made with actual sales of other shopping center properties. These
sales are analyzed on the basis of price per sq. ft. of net leasable area (NLA)
and their effective gross income multiplier (EGIM).

While the subject property is part of a large portfolio of retail properties
which would most likely be marketed as a total package, no sales of similar
portfolio of properties were found with which to compare. Three sales of similar
properties were located in the general area of Mandeville. Sales 1 and 2 are
located in Slidell, and Sale 3 in Baton Rouge. A fourth sale, which is most
similar to the subject, was located in Mobile, a similar gulf coast metropolitan
area.

Each sale is adjusted for pertinent items, including unusual financing or
conditions of sale, time lapsed since sale, and physical differences such as
age, condition, and construction quality and location.

The sales considered are detailed on the following pages with a comparison and
adjustment following the presentation of the sales data.


                                                        H.J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 50

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

Sale #1
Address/Location:                 The Village at Northshore
                                  U.S. 190 @ Northshore Boulevard
                                  Slidell, LA
Vendor:                           Maurin-Ogden Limited Partnership
Vendee:                           IRT Property Co.
Sale Date:                        12/21/1994
Sale Price:                       $8,239,000
Cash Equiv Price:                 $8,239,000
Equity:                           $2,401,237
Debt:                             $5,837,763
Terms:                            $2,401,237 cash plus assumption of above debt.
Recorded:                         Instrument #932973; St. Tammany Parish
Verified With:                    Grady Brome, Agent, Sterling Properties 
                                  (504) 523-4481
Rights Conveyed:                  Leased Fee
Land Size:                        12.88 Acres
Access/Visibility:                Good/Good
Highest & Best Use:               Neighborhood Shopping Center
Parking:                          621              Parking Ratio: 5.00
Building Size:                    124,248 SF(GBA)
Land:Bldg Ratio:                  4.5
Year Built:                       1990
Condition:                        Good


                                                        H.J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 51

Sale #1 - (Continued)
Building

Description:           Concrete block with brick veneer and dryvit exterior. 
                       Roof cover is built up on steel frame with slate accents.
Anchors:               Delchamps 51,348 sq.ft., and Service
                       Merchandise 50,000 sq.ft.
Anchor - Sq. Ft.:      101,348                  Anchor %: 81.57
Local:                 Typical
Local - Sq. Ft.:       22,900                   Local %: 18.43
Lease Information:     Local: CAM, taxes and Insurance
                       Anchor: CAM, taxes and Insurance
                       Kirschman's Furniture is on a ground lease.

ANALYSIS
(1/2/3) *Source                                 TOTAL $ AMOUNT    $ PER SF (GBA)
                                                --------------    --------------
(A\E\F)           Potential Gross Income:          $914,682           $7.36
(A\E\F)           Vac & Credit Loss:                $17,404           $0.14
                                                   --------           -----
(A\E\F)           Effec. Gross Income:             $879,278           $7.08
(A\E\F)           Less Expenses:                    $57,289           $0.46
                                                   --------           -----
(A\E\F)           Net Oper. Income                 $839,989           $6.76

================================================================================
Field 1:          S = Seller           B = Buyer                   A = Appraiser
Field 2:          A = Actual           E = Estimated
Field 3:          P = Prior Year           F = Year Following
================================================================================

INDICATORS OF VALUE:           Price Per SF (GBA):               $66.31
                               PGIM:                             9.01
                               EGIM:                             9.37
                               R(o):                             0.1020
                               Expense Ratio:                    6.52

Remarks:  PGI based on following estimated rents: Delchamp's $9.00/sq.ft.,
          Service Merchandise $4.00/sq.ft., average local space $9.50/sq.ft.,
          and Kirschman's ground lease @ $35,000/yr. Vacancy based on 8% of
          local tenant income. No expense contributions included in PGI.
          Likewise, no tax, CAM or insurance included in expenses. Expenses
          based on 5% of EGI plus $.10/sq.ft. for reserves.


                                                        H.J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 52

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

Sale #2
Address/Location:                  Country Club Plaza
                                   SEC Brown Switch Road and Robert Boulevard
                                   Slidell, LA
Grantor:                           Maurin-Odgen LP
Grantee:                           IRT Property Company
Sale Date:                         01/01/1995
Sale Price:                        $3,890,000
Cash Equiv Price:                  $3,890,000
Terms:                             Cash to seller
Recorded:                          Inst. # 934522; St. Tammany Parish County
Verified By:                       Robert Tipton, Blake & Associates, Inc.
Rights Conveyed:                   Leased Fee
Land Size:                         6.879 Acres
Access/Visibility:                 Average/Average
Highest & Best Use:                Neighborhood Shopping Center
Building Size:                     64,786 SF(NRA)
Land:Bldg Ratio:                   4.6
Year Built:                        1983
Condition:                         Average


                                                        H.J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 53

Building
Description:              Masonry bearing walls, brick veneer exterior
                          walls, built up flat roof, and shingled canopy.

Anchors:                  Delchamps and K&B Drugs


ANALYSIS                             TOTAL $ AMOUNT        $ PER SF (NRA)
                                     --------------        --------------
Potential Gross Income:                  $535,834               $8.27
Vac & Credit Loss:                        $26,792               $0.41
                                         --------               -----
Effec. Gross Income:                     $509,042               $7.86
Less Expenses:                           $102,023               $1,57
                                         --------               -----
Net Oper. Income                         $407,019               $6.28


INDICATORS OF VALUE:                     Price Per SF (NRA):            $60.04
                                         PGIM:                          7.26
                                         EGIM:                          7.64
                                         R(o):                          10.4632%
                                         Expense Ratio:                 20.04%


                                                        H.J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 54

Sale #3
Address/Location:               Bluebonnet Village
                                7580 Bluebonnet Boulevard
                                Baton Rouge, LA
Grantor:                        Maurin-Ogden Ltd. Partnership, M-O Venture Corp.
Grantee:                        IRT Property Company
Sale Date:                      12/21/1994
Sale Price:                     $7,995,000
Cash Equiv Price:               $7,995,000
Terms:                          Cash to seller
Recorded:                       Book 183, Page 10563; East Baton Rouge Parrish
Verified With:                  Marty Meyer, Stirling Properties (318) 237-5759
Verified By:                    Miller Commercial
Rights Conveyed:                Leased Fee
Land Size:                      10.62 Acres
Access/Visibility:              Average/Average
Highest & Best Use:             Neighborhood Shopping Center
Building Size:                  89,879 SF(GBA)
Land:Bldg Ratio:                5.1
Year Built:                     1985
Condition:                      Good


                                                        H.J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 55

Sale #3 - (Continued)
Building
Description:              One story masonry construction with glass storefront, 
                          metal mansard and flat built-up roof.
Anchors:                  Delchamps and K&B Drugs


ANALYSIS
(1/2/3)(*)Source                              TOTAL $ AMOUNT      $ PER SF (GBA)
                                              --------------      --------------
(B\E\F)        Potential Gross Income:          $1,123,487            $12.50
(B\E\F)        Vac & Credit Loss:                  $56,174             $0.62
                                                ----------            ------
(B\E\F)        Effec. Gross Income:             $1,067,313            $11.87
(B\E\F)        Less Expenses:                     $242,313             $2.70
                                                ----------            ------
(B\E\F)        Net Oper. Income                   $825,000             $9.18

================================================================================
Field 1:            S=Seller             B=Buyer                     A=Appraiser
Field 2:            A=Actual             E=Estimated
Field 3:            P=Prior Year         F=Year Following
================================================================================

INDICATORS OF VALUE:          Price Per SF (GBA):                  $88.95
                              PGIM:                                7.12
                              EGIM:                                7.49
                              R(o):                                0.1032
                              Expense Ratio:                       22.70

Remarks:  Potential gross income includes expense contributions. Expenses
          include 5% management fee, $1.50/sf CAM, taxes, and insurance, $.60/sf
          structural maintenance and miscellaneous expense.


                                                        H.J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 56

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

Sale #4
Address/Location:                  Hillcrest Marketplace
                                   Hillcrest Road @ Grelot Road
                                   Mobile, Alabama
Grantor:                           Hillcrest Marketplace, Ltd.
Grantee:                           80% Shades Creek Partners, 20% Fairway 
                                   Investments, LLC
Sale Date:                         06/19/1997
Sale Price:                        $6490000
Cash Equiv Price:                  $6,490,000
Equity:                            $1,590,000
Debt:                              $4,900,000      Year 1 Debt Service: $480,911
Terms:                             $1,590,000 cash and assumption of 20 year
                                   mortgage at 8.375%.
Recorded:                          Deed Book 4479, Page 54; Mobile County
Verified With:                     Scott Holcombe, Arlington Properties -
                                   Developer (205) 328-9600
Verified By:                       Harris Hollans, H.J. Porter & Associates
Date Verified:                     04/02/1997
Rights Conveyed:                   Leased Fee Interest
Land Size:                         12.49 Acres
Access/Visibility:                 Good/Good
Highest & Best Use:                Neighborhood Shopping Center
Parking:                           359              Parking Ratio: 4.63
Building Size:                     76,365 SF(GBA)
Land: Bldg Ratio:                  7.1


                                                        H.J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 57

Sale #4 (Continued)
Year Built:                     1997
Condition:                      New
Building
Description:                    Red brick veneer front over concrete block
                                wall. Reinforced concrete slab. Single ply
                                membrane roof. Raised seam metal and canvas
                                awning.
Anchors:                        Winn Dixie (51,282 sq.ft.), Revco (9,240 sq.ft.)
Anchor - Sq. Ft.:               60,522           Anchor %: 79.25
Local:                          Various regional, national, & local
Local - Sq. Ft.:                15,843           Local %: 20.75
Lease Information:              Winn Dixie rent is $8.00 PSF & Revco rent is
                                $8.00 PSF. At sale time, no local space was
                                leased. Local rent pro-forma was $11.50
                                PSF. Expense contribution pro-forma was
                                $1.50 PSF. Since closing, 6 shops have been
                                leased at $12.50 PSF, $12.50 PSF.


ANALYSIS
(1\2\3) (*)Source                            TOTAL $ AMOUNT       $ PER SF (GBA)
(S\E\F)          Potential Gross Income:         $780,918             $10.23
(S\E\F)          Vac & Credit Loss:               $15,447              $0.20
(S\E\F)          Effec. Gross Income:            $765,471             $10.02
(S\E\F)          Less Expenses:                  $140,020              $1.83
(S\E\F)          Net Oper. Income                $625,451              $8.19
(S\E\F)          Debt Service (Yr 1):            $480,911              $6.30
(S\E\F)          Cash Flow:                      $144,540              $1.89

================================================================================
(*) Field 1:           S=Seller             B=Buyer                  A=Appraiser
    Field 2:           A=Actual             E=Estimated
    Field 3:           P=Prior Year         F=Year Following
================================================================================

INDICATORS OF VALUE:          Price Per SF (GBA):                 $84.99
                              PGIM:                               8.31
                              EGIM:                               8.48
                              R(o):                               9.64%
                              R(e):                               9.09%
                              Expense Ratio:                      18.29%

Remarks:  The total Gross Building Area of the shopping center was 77,557 SF.
          The sale was negotiated and closed prior to completion with equitable
          remedy for completion delays after July 15, 1997. The Grantor
          guaranteed the above EGI for a period of 2 years, thereby assuming the
          risk of leasing up the remaining vacant shop space. The Grantor will
          pay Grantee the difference between rents received, including exp.
          contributions, and the above EGI. If gross income equals or exceeds
          the above EGI for 6 months, guarantee is terminated. There are 5 out
          parcels lots at this center which were not included in the sales. Lots
          have been sold to Wendy's, New York Bagel, and Boston Market.


                                                        H.J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 58

The sales detailed above are compared and adjusted to the subject for pertinent
items of difference as:

<TABLE>
<CAPTION>
====================================================================================================================================
                                                    MARKET SALES COMPARISON GRID
====================================================================================================================================
Comp. Number                                                         #1                   #2                   #3                #4
Vendor/Grantor                                             Maurin-Ogden         Maurin-Ogden         Maurin-Ogden         Hillcrest
Vendee/Grantee                              SUBJECT      IRT Properties         IRT Property         IRT Property      Confidential
Location                              Causeway Blvd     Northshore Blvd      Brown Switch Rd      Bluebonnet Blvd     Hillcrest Rd.
                                     Mandeville, LA         Slidell, LA          Slidell, LA      Baton Rouge, LA        Mobile, AL
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                 <C>                  <C>                  <C>               <C>       
Cash Eq.Sale Price                                           $8,239,000           $3,890,000           $7,995,000        $6,490,000
Date of Sale                               08/18/97            12/21/94             01/01/95             12/21/94          09/15/97
Building Area S.F.                           77,786             124,248               64,786               89,879            76,365
Unadjust. Price/SF                                               $66.31               $60.04               $88.95            $84.99
Eff.Gross Income                         $1,157,634            $897,278             $509,042           $1,067,313          $765,471
EGIM                                                               9.18                 7.64                 7.49              8.48
Net Oper. Income                           $981,318            $839,989             $407,019             $825,000          $625,451
Per SF                                       $12.62               $6.76                $6.28                $9.18             $8.19
- ------------------------------------------------------------------------------------------------------------------------------------
ADJUSTMENTS                                                          #1                   #2                   #3                #4
                                                                 Normal               Normal               Normal            Normal
Conditions of Sale                                                   0%                   0%                   0%                0%
Market Conditions/Time                                            13.3%                13.2%                13.3%               .8%
  at 5.0%                                   Per Yr.
====================================================================================================================================
Preliminary Adj. Price                                       $9,334,787           $4,403,480           $9,058,335        $6,541,920
Preliminary Adj.Price/Sq.Ft.                                     $75.13               $67.97              $100.78            $85.67
====================================================================================================================================
PHYSICAL DIFFERENCES                                                 #1                   #2                   #3                #4
  NOI                                                            86.69%              100.96%               37.47%            54.09%
- ------------------------------------------------------------------------------------------------------------------------------------
Subtotal-Physical                                                86.69%              100.96%               37.47%            54.09%
====================================================================================================================================
Final Adjusted Price                                        $17,427,114           $8,849,233          $12,452,493       $10,080,445
Final Adj.Price/Sq.Ft.                                          $140.26              $136.59              $138.55           $132.00
====================================================================================================================================
</TABLE>
                              
The sales were adjusted to the subject for the following items:

Rights Conveyed:     No adjustment indicated.

Condition of sale:   No adjustment indicated.

Time:                Considers an increase of 5% per year based on analysis of 
                     the overall capitalization rates of the comparable sales 
                     and range of rates from the five methods considered in the
                     Income Approach.

The sales were adjusted to the subject for the following items:

Rights Conveyed:     No adjustment indicated.

Condition of sale:   No adjustment indicated.

Time:                Considers an increase of 5% per year based on analysis of 
                     the overall capitalization rates of the comparable sales 
                     and range of rates from the five methods considered in the 
                     Income Approach.


                                                        H.J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 59

NET OPERATING INCOME:

The adjustment process described below is based on the observation of the
relationship between the sale price per square foot and net operating income per
square foot of the comparable sales. The following table illustrates this
observation.

        ===================================================
        NO.                  SP/SF                   NOI/SF
        ===================================================
         1                  $66.31                   $6.67
         2                  $60.04                   $6.28
         3                  $88.95                   $9.18
         4                  $84.99                   $8.19
        ===================================================

The comparable sales were adjusted to the subject on the basis of the difference
between the subject's estimated net operating income per square foot and that of
the comparables. As discussed in the Income Approach, net operating income is
calculated by estimating the potential gross income less vacancy and collection
loss and operating expenses. A property's physical characteristics such as age,
condition, size, design, credit worthiness, and market strength are reflected in
its potential gross income, vacancy rate, and operating expenses. When the
subject's net operating income per square foot is higher than the comparable's,
the subject is considered superior and when lower it is considered inferior. The
adjustment to the comparables is calculated by subtracting the comparable's net
operating income per square from the subject's, and dividing the difference by
the subject's NOI/SF.

The comparable sales present an adjusted range of value from $132.00 to $140.26
per square foot. The arithmetic mean price is $136.85 per square foot. Based on
the analysis of sales price per square foot, the subject is valued as:

  77,786 Sq. Ft.   @   $137.00   =   $10,656,682

                       Rounded       $10,660,000

The subject is also value on the basis of effective gross income multiplier.
Gross Income Multipliers (EGIM) derived from the improved sales are highlighted
as:

                      ==============================
                      Sale                      EGIM
                      ------------------------------
                       1                        9.18
                       2                        7.64
                       3                        7.49
                       4                        8.48
                      ==============================


                                                        H.J. Porter & Associates
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 60

The effective gross income multipliers of the four sales range from 7.49 to 9.18
with an average of 8.2. Based on these sales, with consideration given to
declining interest rates, the subject's EGIM is estimated at the high end of the
range. The subject's effective gross income multiplier is estimated to be 9.0
for a value by EGIM as:

  $1,157,634  EGI     x    9.0 EGIM     =    $10,418,706

                            Rounded          $10,420,000

The two market indicators of value by Direct Sales Comparison are reconciled
with the greater weight given to the adjusted sale price per square foot. The
subject's value by the Market Approach is estimated to be: $10,600,000. The
indicated value by EGIMj is skewed because the multipliers of the comparable
sales do not reflect decreasing cap rates.


                                                        H.J. Porter & Associates
<PAGE>

                                                                              61

RECONCILIATION AND FINAL VALUE ESTIMATE

Cost Approach .....................................................  $10,110,000

This approach is felt to be reliable, being based on a respected national cost
service's figures. The land value is based on recent commercial land sales
from the subject's market area and is felt to be well supported. This approach
is given secondary consideration to the Income Approach.

Income Approach ...................................................  $10,900,000

This approach is felt to be most indicative of the subject's value. It best
reflects current and projected market conditions as they relate to the subject
and mirrors the actions of investors in today's market. Overall, this approach
is afforded greatest consideration.

Market Approach ...................................................  $10,600,000

This approach is based on the most recent sales of other centers and is most
reliant on the comparison of sales on a price per square foot basis. The
estimated value by EGIM is somewhat skewed because the Effective Gross Income
Multipliers of the comparable sales do not reflect the downward trend in
overall capitalization rates. This approach is afforded less consideration
than the Income Approach.

Based on the value indications summarized above, I am of the opinion that the
subject's leased fee interest has a market value as of August 18, 1997, of:

                    TEN MILLION NINE HUNDRED THOUSAND DOLLARS
                    -----------------------------------------
                                  ($10,900,000)

Divided As:         Improvements                      $8,100,000
                    Land                              $2,800,000
                                                     -----------
                    Total                            $10,900,000
                                                     ===========


                                                        H.J. Porter & Associates
<PAGE>

                                                                              62

                                  CERTIFICATION

I certify that, to the best of our knowledge and belief,...

1.   The statements of fact contained in this report are true and correct.

2.   The reported analyses, opinions, and conclusions are limited only by the
     reported assumptions and limiting conditions, and are my personal, unbiased
     professional analyses, opinions and conclusions.

3.   I have no present or prospective interest in the property that is the
     subject of this report, and I have no personal interest or bias with
     respect to the parties involved.

4.   My compensation is not contingent on an action or event resulting from the
     analyses, opinions, or conclusions in, or the use of, this report. My
     compensation is not contingent upon the reporting of a predetermined value
     or direction in value that favors the cause of the client, the amount of
     the value estimate, the attainment of stipulated result, or the occurrence
     of a subsequent event.

5.   My analyses, opinions, and conclusions were developed, and this report has
     been prepared, in conformity with the requirements of the Code of
     Professional Ethics and the Standards of Professional Practice of the
     Appraisal Institute, and the Uniform Standards of Professional Appraisal
     Practice as promulgated by the Appraisal Standards Board of the Appraisal
     Foundation.

6.   The use of this report is subject to the requirements of the Appraisal
     Institute, the Alabama Real Estate Appraisers Board and the Louisiana Real
     Estate Appraisal Subcommittee relating to review by its duly authorized
     representatives.

7.   This assignment was made subject to regulations of the State of Alabama
     Real Estate Appraisers Board. The undersigned State Certified General Real
     Property Appraiser has met the requirements of the board that allow this
     report to be regarded as a "certified appraisal." A temporary permit was
     obtained from the Louisiana Real Estate Appraisal Subcommittee.

8.   I am currently certified under the continuing education program of the
     Appraisal Institute.

9.   I made a personal inspection of the property that is the subject of this
     report.

10.  No one provided significant professional assistance to the person signing
     this report.


                                                        H.J. Porter & Associates
<PAGE>

                           CERTIFICATION - (CONTINUED)

11.  This appraisal assignment was not based on a requested minimum valuation, a
     specific valuation, or the approval of a loan.

12.  Based upon the foregoing investigations and analysis of the subject
     property and its economic environment, I am of the opinion that the leased
     fee interest in the subject property has a market value as of August 18,
     1997, of:

                    TEN MILLION NINE HUNDRED THOUSAND DOLLARS
                    -----------------------------------------
                                  ($10,900,000)


/s/ David P. Mullins                                               9/15/97
- ---------------------------------------------------            ---------------
DAVID P. MULLINS, MAI                                               Date
Certified General Real Property Appraiser
Alabama Certification #G8
Louisiana Temporary Registration Certification, Dated 8/14/97


                                                        H.J. Porter & Associates
<PAGE>

ADDENDUM

     EXHIBITS
     --------
     Location Map ..............................................   Facing Page 3
     Survey ....................................................   Facing Page 4
     Site Plan .................................................  Facing Page 16
     Subject Photographs .......................................  Facing Page 17
     Land Sales Map ............................................  Facing Page 24
     Rental Location Map .......................................  Facing Page 33
     Improved Sales Map ........................................  Facing Page 49
                                                                 
     REAR EXHIBITS
     -------------
     Engagement Letter
     Lease Synopses
     Louisiana Temporary Registration Certification
     Assumptions and Limiting Conditions
     Appraiser's Qualifications
     Appraiser's Certificate


                                                        H.J. Porter & Associates
<PAGE>

                                     [LOGO]
                      [H.J. Porter & Associates - LETTERHEAD]
                                  July 31, 1997

Mr. Anthony Rokovich
Merrill Lynch
World Financial Center - North Tower
New York, NY 10281

                                          Re: Agreement for Appraisal Services

Dear Mr. Rokovich:

Please allow this to serve us our proposal and agreement for appraisal
services on the properties described below.

Property To Be Appraised

The real estate to be appraised is briefly described as:

59 West Shopping Center                          29 North Shopping Center
700 Academy Drive                                1550 South U.S. Highway 29
Bessemer, AL                                     Cantonment, FL

Clanton Marketplace                              Nine Mile Plaza Shopping Center
Highway 31 & Ollie Avenue                        312 East Nine Mile Road
Clanton, AL                                      Pensacola, FL

Betts Crossing Shopping Center                   Parker Shopping Center
1441 Fox Run Parkway                             208 South Tyndal Parkway
Opelika, AL                                      Parker, FL

Opp Marketplace                                  The "T" Shopping Center
507 E. Cummings Road                             17184 Front Beach Road
Opp, AL                                          Panama City Beach, FL

Greenbrier Station Shopping Center               Mandeville Marketplace
1408 Golden Springs Road                         619 N. Causeway Blvd.
Anniston, AL                                     Mandeville, LA

Russell Crossing Shopping Center
U.S. Highway 280 and Stadium Drive
Phenix City, AL


      123 N. College St., Ste. 100 o P.O. Box 28 o Auburn, Alabama 36830 o
                        (334)826-8682 o Fax (334)826-3827
 14 Office Park Circle, Suite 230 o Birmingham, Alabama 35223 o (205)871-3600 o
                                Fax (205)879-3762
418 Scott Street o Montgomery, Alabama 36104 o (334)262-8331 o Fax (334)262-8325

                  Real Estate Research, Appraisal & Counseling
<PAGE>

Mr. Rokovich
July 31, 1997
page 2

Purpose Of The Appraisal

These appraisals will be made to determine the market value of the leased fee
interest of the subject real estate. The term "market value" is as defined in
the Uniform Standards of Professional Appraisal Practice as promulgated by the
Appraisal Standards Board of the Appraisal Foundation.

Function Of The Appraisal

It is understood that these appraisals have been requested to function as an
underwriting guide for mortgage loan purpose and for use in the securitization
of the mortgage. Accordingly, these appraisals may be provided by Merrill
Lynch to potential investors in a securitization or other sale of the mortgage
loan(s).

Scope Of The Appraisal

The scope of this assignment shall include, but not be limited to:

1)   Personal contact with the owner or his representative to arrange an on-site
     inspection.

2)   On-site inspection of the site and improvements.

3)   Review of public records pertaining to the subject.

4)   Research into public records and interviews with Realtors(R), management
     agents, owners, developers, and other appraisers as deemed pertinent, to
     locate comparable data.

5)   Analysis of comparable data and completion of the Cost, Market, and Income
     Approaches to value as may be deemed applicable.

Report and Delivery

The appraisals will be complete analyses communicated in self-contained
narrative reports with all supporting information and exhibits included.

The appraisals will be made in conformance with the Standards of Professional
Practice and Code of Ethics of the Appraisal Institute. As such, the reports
shall be subject to their review. The appraisals shall also conform to the
Uniform Standards of Professional Appraisal Practice as set by the Appraisal
Standards Board of the Appraisal Foundation.

The date of appraisals shall be made effective as of the dates of inspection.
The reports will be addressed to Merrill Lynch. Additionally, the properties
will be valued as of the estimated dates of completion of improvements and as of
the estimated date of stabilized occupancy, as may be applicable.

Three (3) copies of the completed reports will be delivered within four weeks
of receipt of your authorization to proceed and the required information noted
below.

Fee

Our fee for this assignment shall be Forty Six Thousand Dollars ($46,000.00)
due and payable on delivery of the completed reports. Any amount past due over
thirty (60) days shall be subject to a late charge of 1-1/2% per month.


                            H.J. Porter & Associates
<PAGE>

Mr. Rokovich
July 31, 1997
page 3

The fee charged is for the appraisal reports requested. Should revisions be
requested due to a change in basic requirements by the client, an additional
fee will be charged. Consultations and, if requested in advance, court
testimony, stand by, depositions or pre-trial conferences will be charged at a
per diem rate of One Thousand Dollars ($1,000.00). Should additional copies of
the report be required, they will be made available on reasonable notice at a
charge of One Hundred Dollars ($100.00) per copy.

Client Relationship

It is understood that Merrill Lynch is considered to be the Client of H. J.
Porter & Associates. Accordingly, it shall be responsible for payment of all
fees due hereunder. Unless authorized in writing, the personnel of H. J. Porter
& Associates are not authorized to, nor will they divulge or discuss any of the
findings or conclusions of the appraisal with anyone other than the client.

Information Required

In order to undertake this assignment we will need the following items for
each property to begin work. It is my understanding that the borrower, Newton,
Oldacre, McDonald will provide this information.

o    Legal name and address of owner
o    Copy of all current leases on the subject property.
o    Transaction data on any sales of the subject (or a portion thereof) during
     the past five (5) years.
o    Ad Valorem tax information.
o    Insurance information including limits of coverage, carrier, annual
     premium, and agent.
o    Current year to date and prior three years income and expense history.
o    Survey and legal description of property to be appraised. Plot plan.
o    Results of any environmental site assessments or testing for hazardous
     materials.

Upon receipt of the information noted above and an executed copy of the
agreement, we will begin work on this assignment. This proposal shall remain
open for a period of one week from the above date. If not executed by that date
the delivery time and fee quoted are subject to change.

Your choice of us for this assignment is appreciated.

                                            Yours very truly,

                                            /s/ David P. Mullins

                                            David P. Mullins, MAI
                                            H. J. Porter & Associates

The above terms and conditions are acceptable and you are Authorized to proceed
as of this___ day___ of 1997. It is understood that the fee agreed upon is due
and payable on delivery of the report and by executing this agreement agree to
responsibility for this fee.

                                            Client:

                                            By: /s/ Lawrence Miller
                                              ----------------------------------
                                            Its: Director


DPM/jmh


                            H.J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                                  Winn-Dixie Louisiana, Inc.

Area:                                    53,986 sq.ft.

Term:                                    20 years beginning 1996

Renewal Options:                         Five options for five years each

Minimum Rental:                          $11.96 per sq. ft. - $645,579 per year

Percentage Rent:                         1% of gross sales exceeding $64,557,900

Expense Contributions:

      C.A.M.                             Pro rata share

      Tax                                Pro rata share

      Insurance                          Pro rata share

      Other                              None

Utilities Paid By:                       Tenant

Repairs by Landlord:                     Roof, exterior and structural 
                                         maintenance

Repairs by Tenant:                       All other including mechanical and HVAC

Parking:                                 4.6 spaces/1,000 sq.ft. of gross
                                         building area

Subletting:                              Yes

Subordination:                           Yes

Remarks:                                 Winn-Dixie required to operate as a
                                         supermarket for six months after
                                         completion but thereafter shall not be
                                         required to operate as a supermarket or
                                         otherwise.

                                         Gross sales for 1993 were $9,295,605,
                                         $11,931,071.44 for 1994, $15,460,000 
                                         for 1995, and $16,033,883 for 1996.

                                         The building size, lease term, and
                                         minimum rent are the result of a Lease
                                         Amendment dated September 22, 1996 for 
                                         the expansion of the store. All other 
                                         factors are based on the original
                                         lease.


                                                        H.J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                                  First National Bank of Commerce

Area:                                    10,500 sq.ft.

Term:                                    Fifteen years expiring 9/11/03

Renewal Options:                         Two options for fives years each

Minimum Rental:                          $21,10/sq.ft. - $221,550 per year

Percentage Rent:                         N/A

Expense Contributions:

      C.A.M.                             Pro rata share

      Tax                                Pro rata share

      Insurance                          Pro rata share

      Other                              None

Utilities Paid By:                       Tenant

Repairs by Landlord:                     Roof, exterior and structural
                                         maintenance

Repairs by Tenant:                       All other including mechanical and HVAC

Parking:                                 N/A

Subletting:                              Yes, with Landlord's permission

Subordination:                           Yes

Remarks:                                 This is a build-to-suit bank building
                                         constructed for the tenant. 
                                         Improvements include a six car 
                                         drive-thru canopy and a separate ATM 
                                         canopy at the southwest corner of the 
                                         site.


                                                        H.J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                                  First National Bank of Commerce

Area:                                    4,800 sq.ft. - Store No. 11

Term:                                    Ten years, expiring 9/30/03

Renewal Options:                         Two options for five years each

Minimum Rental:                          $11.00 per sq.ft. - $52,800 per year

Percentage Rent:                         N/A

Expense Contributions:

      C.A.M.                             Pro rata share

      Tax                                Pro rata share

      Insurance                          Pro rata share

      Other                              5% of minimum rent for Lessor's
                                         management & accounting cost.

Utilities Paid By:                       Tenant

Repairs by Landlord:                     Roof, exterior and structural
                                         maintenance

Repairs by Tenant:                       All other including mechanical and HVAC

Parking:                                 N/A

Subletting:                              Yes, with Landlord 's permission

Subordination:                           Yes

Remarks:                                 This area is "in-line" space adjoining
                                         the bank's building. There is a common
                                         foyer joining the two areas.


                                                        H.J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                                  Blockbuster Video (original tenant was
                                         Alfalfa Video)

Area:                                    6,000 sq.ft. - Store Nos. 4-9

Term:                                    Five years

Renewal Options:                         One option for five years

Minimum Rental:                          $12.54 per sq.ft. - $75,240 per year

Percentage Rent:                         6% of gross sales exceeding $1,254,000

Expense Contributions:

      C.A.M.                             Pro rata share

      Tax                                Pro rata share

      Insurance                          Pro rata share

      Other                              $.05/sq. ft. for structural reserves
                                         plus 5% of minimum rent for Lessor's
                                         management and accounting cost

Utilities Paid By:                       Tenant

Repairs by Landlord:                     Roof, exterior and structural
                                         maintenance

Repairs by Tenant:                       All other including mechanical and HVAC

Parking:                                 N/A

Subletting:                              Yes, with Landlord 's permission

Subordination:                           Yes

Remarks:                                 Gross sales for January - June 1993 
                                         were $648,149.50, $851,146.52 for 1994,
                                         $470,796.75 for January - June 1995, 
                                         and $1,022,066 for 1996. Tenant has 
                                         right to cancel lease if Winn Dixie 
                                         vacates and is not replaced.

                                         This lease is a renewal executed in 
                                         1996.


                                                        H.J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                         BellSouth Mobility, Inc.

Area:                           1,500 sq.ft. - Store No.'s 1 and 2

Term:                           Five years expiring 8/31/99

Renewal Options:                Three options for five years each

Minimum Rental:                 Year 1, 9/94 - 8/95, $12.00/sq.ft. - $18,000/yr.
                                Year 2, 9/95 - 8/96, $12.50/sq.ft. - $18,750/yr.
                                Year 3, 9/96 - 8/97, $13.00/sq.ft. - $19,500/yr.
                              * Year 4, 9/97 - 8/98, $13.50/sq.ft. - $20,250/yr.
                                Year 5, 9/98 - 8/99, $14.00/sq.ft. - $21,000/yr.

Percentage Rent:                None

Expense Contributions:

      C.A.M.                    Pro rata share

      Tax                       Pro rata share

      Insurance                 Pro rata share

      Other                     $.05/sq. ft. for structural reserves
                                plus 5% of minimum rent for Lessor's
                                management and accounting cost.

Utilities Paid By:              Tenant

Repairs by Landlord:            Roof, exterior and structural
                                maintenance

Repairs by Tenant:              All other including mechanical and HVAC

Parking:                        N/A

Subletting:                     Yes, with Landlord 's permission

Subordination:                  Yes

Remarks:


                                                        H.J. Porter & Associates
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                                  Albano Associates of Louisiana, Inc.

Area:                                    1,000 sq.ft. - Store No. 3

Term:                                    Three years expiring 6/23/98

Renewal Options:                         None

Minimum Rental:                          $14.17 per sq.ft. - $14,168.25 per year

Percentage Rent:                         7% of gross sales exceeding $202,403.57

Expense Contributions:

      C.A.M.                             Pro rata share

      Tax                                Pro rata share

      Insurance                          Pro rata share

      Other                              5% of minimum rent for Lessor's
                                         management and accounting cost

Utilities Paid By:                       Tenant

Repairs by Landlord:                     Roof, exterior and structural
                                         maintenance

Repairs by Tenant:                       All other including mechanical and HVAC

Parking:                                 N/A

Subletting:                              Yes, with Landlord's permission

Subordination:                           Yes

Remarks:                                 Original lease date was June 24, 1991.
                                         Tenant has executed two renewal 
                                         agreements.


                                                        H.J. Porter & Associates
<PAGE>

ASSUMPTIONS AND LIMITING CONDITIONS

1.   COPIES, PUBLICATION, DISTRIBUTION, USE OF REPORT:

     Possession of this report or any copy thereof does not carry with the right
     of publication, nor may it be used for other than its intended use. The
     report may not be used for any purpose by any person or corporation other
     than the client or the party to whom it is addressed or copied without the
     written consent of the appraiser, and then only in its entirety.

     Neither all nor any part of the contents of this report shall be conveyed
     to the public through advertising, public relations efforts, news, sales,
     or other media, without the written consent and approval of the appraiser,
     nor may any reference be made in such a public communication to the
     Appraisal Institute or the MAI designation.

2.   CONFIDENTIALITY:

     The appraiser may not divulge the material (evaluation) contents of the
     report, analytical findings or conclusions, or give a copy of the report to
     anyone other than the client or his designee as specified in writing except
     as may be required by the Appraisal Institute as they may request in
     confidence for ethics enforcement, or by a court of law or body with the
     power of subpoena.

     This appraisal is to be used only in its entirety and no part is to be used
     without the whole report. All conclusions and opinion concerning the
     analysis are set forth in the report and were prepared by the Appraiser
     whose signature appears on the appraisal report, unless indicated as
     "Review Appraiser." No change of any item in the report shall be made by
     anyone other than the Appraiser and/or officer of the firm. The Appraiser
     and firm shall have no responsibility if any such unauthorized change is
     made.

3.   INFORMATION USED:

     No responsibility is assumed for accuracy of information furnished by or
     from others, the client, his designee, or public records. We are not liable
     for such information or the work of possible subcontractors. The comparable
     data relied upon in this report has been confirmed with one or more parties
     familiar with the transaction or from affidavit; all are considered
     appropriate for inclusion to the best of our factual judgement and
     knowledge.


                                                        H.J. Porter & Associates
<PAGE>

ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

4.   TESTIMONY, CONSULTATION, COMPLETION OF CONTRACT FOR APPRAISAL SERVICES:

     The contract for appraisal, consultation or analytical service, are
     fulfilled and the total fee payable upon completion of the report. The
     appraiser or those assisting in the preparation of the report will not be
     asked or required to give testimony in court or hearing because of having
     made the appraisal, in full or in part, nor engage in post appraisal
     consultation with client or third parties except under separate and special
     arrangement and at additional fee.

5.   EXHIBITS:

     The sketches and maps in this report are included to assist the reader in
     visualizing the property and are not necessarily to scale. Various photos,
     if any, are included for the same purpose and are not intended to represent
     the property in other than actual status, as of the date of the photos.
     Site plans are not surveys unless shown from separate surveyor.

6.   LEGAL, ENGINEERING, FINANCIAL, STRUCTURAL, OR MECHANICAL NATURE HIDDEN
     COMPONENTS, SOIL:

     No responsibility is assumed for matters legal in character or nature, nor
     matters of survey, nor of any architectural, structural, mechanical, or
     engineering nature. No opinion is rendered as to the title, which is
     presumed to be good and merchantable. The property is appraised as if free
     and clear, unless otherwise stated in particular parts of the report.

     The legal description is assumed to be correct as used in this report as
     furnished by the client, his designee, or as derived by the appraiser.

     The appraiser has inspected as far as possible, by observation, the land
     and the improvements thereon; however it was not possible to personally
     observe conditions beneath the soil or hidden structural, or other
     components. We have not critically inspected mechanical components within
     the improvements and no representations are made herein as to these matters
     unless specifically stated and considered in the report. The value estimate
     considers there being no such conditions that would cause a loss of value.
     The land or the soil of the area being appraised appears firm, however
     subsidence in the area is unknown. The appraiser does not warrant against
     this condition or occurrence of problems arising from soil conditions.

     The appraisal is based on there being no hidden, unapparent, or apparent
     conditions of the property site, subsoil, or responsibility is assumed for
     any such conditions or for any expertise or engineering to discover them.
     All mechanical components are


                                                        H.J. Porter & Associates
<PAGE>

ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

     assumed to be in operable condition and status standard for properties of
     the subject type. Conditions of heating, cooling, ventilating, electrical
     and plumbing equipment is considered to be commensurate with the condition
     of the balance of the improvements unless otherwise stated. No judgement is
     made as to adequacy of insulation, type of insulation, or energy efficiency
     of the improvements or equipment.

7.   RELATING TO THE AMERICAN WITH DISABILITIES ACT:

     The Americans with Disabilities Act ("ADA") became effective January 26,
     1992. The appraisers have not made a specific compliance survey and
     analysis of this property to determine whether or not it is in conformity
     with the various detailed requirements of the ADA. It is possible that a
     compliance survey of the property together with a detailed analysis of the
     requirements of the ADA could reveal that the property is not in compliance
     with one or more of the requirements of the Act. If so, this fact could
     have a negative effect upon the value of the property. Since there is no
     direct evidence relating to this issue, possible non-compliance with the
     requirements of ADA in estimating the value of the property has not been
     considered.

8.   LEGALITY OF USE:

     The appraisal is based on the premise that, there is full compliance with
     all applicable federal, state and local environmental regulations and laws
     unless otherwise stated in the report; further that all applicable zoning,
     building, and use regulations and restrictions of all types have been
     complied with unless otherwise stated in the report; further that all
     applicable zoning, building, and use regulations and restrictions of all
     types have been complied with unless otherwise stated in the report;
     further, it is assumed that all required licenses, consents, permits, or
     other legislative or administrative authority, local, state, federal and/or
     private entity or organization have been or can be obtained or renewed for
     any use considered in the value estimate.

9.   COMPONENT VALUES:

     The distribution of the total valuation in this report between land and
     improvements applies only under the existing program of utilization. The
     separate valuations for land and building must not be used in conjunction
     with any other appraisal and are invalid if so used.


                                                        H.J. Porter & Associates
<PAGE>

ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

10.  AUXILIARY AND RELATED STUDIES:

     No environmental or impact studies, special market study or analysis,
     highest and best use analysis study or feasibility study has been requested
     or made unless otherwise specified in an agreement for services or in the
     report. The appraiser reserves the unlimited right to alter, amend, revise
     or rescind any of the statements, findings, opinions, values, estimates, or
     conclusions upon any subsequent study or analysis or previous study or
     analysis subsequently becoming known to him.

11.  DOLLAR VALUES, PURCHASING POWER:

     The market value estimated, and the costs used, are as of the date of the
     estimate of value. All dollar amounts are based on the purchasing power and
     price of the dollar as of the date of the value estimate.

12.  INCLUSIONS:

     Furnishings and equipment of business operations except as specifically
     indicated and typically considered as a part of real estate, have been
     disregarded with only the real estate being considered in the value
     estimate unless otherwise stated.

13.  PROPOSED IMPROVEMENTS, CONDITIONED VALUE:

     Improvements proposed, if any, on or off-site, as well as any repairs
     required are considered, for purpose of this appraisal to be completed in
     good and workmanlike manner according to information submitted and/or
     considered by the appraiser. In cases of proposed construction, the
     appraisal is subject to change upon inspection of property after
     construction is completed. This estimate of market value is as of the date
     shown, as proposed, as if completed and operating at levels shown and
     projected.

14.  VALUE CHANGE, DYNAMIC MARKET, INFLUENCES:

     The estimated market value is subject to change with market changes over
     time; value is highly related to exposure, time, promotional effort, terms
     motivation, and conditions surrounding the offering. The value estimate
     considers the productivity and relative attractiveness of the property
     physically and economically in the marketplace. The "Estimate of Market
     Value" in the appraisal report is not based in whole or in part upon the
     race, color or national origin of the present owners or occupants of the
     properties in the vicinity of the property appraised.

     In cases of appraisals involving the capitalization of income benefits, the
     estimate of market value is a reflection of such benefits and appraiser's
     interpretation of income and yields and other factors derived from general
     and specific market information.


                                                        H.J. Porter & Associates
<PAGE>

ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

     Such estimates are as of the date of the estimate of value; they are thus
     subject to change if the market is naturally dynamic.

15.  MANAGEMENT OF THE PROPERTY:

     It is assumed that the property which is the subject of this report will be
     under prudent and competent ownership and management; neither inefficient
     nor super efficient.

16.  CONTINUING EDUCATION CURRENT:

     The Appraisal Institute conducts a voluntary program of continuing
     education for its designated members. MAIs and RMs who meet the minimum of
     this program are awarded periodic certification. I am currently certified
     under the Appraisal Institute Voluntary Continuing Education Program.

17.  FEE:

     The fee for this appraisal or study is for the service rendered and not for
     the time spent on the physical report.

18.  AUTHENTIC COPIES:

     The authentic copies of this report are signed in blue ink. Any copy that
     does not have an original signature is unauthorized and may have been
     altered.

19.  HAZARDOUS MATERIALS:

     Unless otherwise stated in this report, the appraiser signing this report
     has no knowledge concerning the presence or absence of urea-formaldehyde
     foam insulation or asbestos containing material in existing improvements;
     if such materials are present the value of the property may be adversely
     affected and reappraisal at additional cost necessary to estimate the
     effects of such material.

20.  Unless otherwise noted within the attached report, there are no items of
     FF&E included in the reported value. Any equipment included with the
     property in the value are only those items that are considered as an
     integral part of the realty, even though technically they could be legally
     considered as personalty.

21.  NOTE:

     ACCEPTANCE OF, AND/OR USE OF, THIS APPRAISAL REPORT CONSTITUTES ACCEPTANCE
     OF THE ABOVE CONDITIONS.


                                                        H.J. Porter & Associates
<PAGE>

                           PROFESSIONAL QUALIFICATIONS
                                       OF
                              DAVID P. MULLINS, MAI

CURRENT STATUS

David P. Mullins is involved in the appraisal of and consulting with owners of
income producing real estate. He is the Managing Appraiser and a General Partner
of the Birmingham office of H.J. Porter & Associates with offices located at:

                          H. J. Porter & Assoc., Inc.
                            631 Stage Road/PO Box 28
                                Auburn, AL 36831
                                 (334) 826-8682

                      H. J. Porter & Assoc. of Birmingham
                        #14 Office Park Circle, Suite 230
                              Birmingham, AL 35223
                                 (205) 871-3600

                      H. J. Porter & Assoc. of Montgomery
                             235 South Court Street
                              Montgomery, AL 36104
                                 (334) 262-8331

PROFESSIONAL AFFILIATIONS

Mr. Mullins is a member of the Appraisal Institute and holds the MAI Designation
(Certificate Number 11168). He is also a member of the International Right of
Way Association (Alabama Chapter Number 24).

PROFESSIONAL EDUCATION STATUS

Mr. Mullins is currently certified in Alabama as a Certified General Real
Property Appraiser (Certificate #G8). He has taken numerous courses and seminars
offered by the Appraisal Institute, Society of Real Estate Appraisers, and
International Right-of-Way Association.

HISTORICAL DATA

David P. Mullins is a graduate of Colorado State University with a Bachelors of
Science Degree in Agriculture Economics.

From 1983 to 1989 he worked with USDA/Farmers Home Administration. The first two
years he served as the Assistant County Supervisor in Centre, Alabama. He was
responsible for the Rural Housing Program which included appraising single
family residence. He also made farm real estate and operating loans which
included farm and ranch appraisals. In 1985 he moved to Dublin, Virginia as
County Supervisor. There he was responsible for the overall operation of the
field office where he supervised four employees. He completed appraisals of
single family housing loans and farm real estate loans. He also analyzed and
developed farm management plans for client borrowers. From 1987 to 1989 Mr.
Mullins worked in Richmond, Virginia as a Rural Housing Specialist. He provided
support and training to fifty field offices to administer the Rural Housing Loan
Program. He was the single family housing appraisal trainer, single family
housing review appraiser and multi-family housing appraiser.

From 1989 to 1991 Mr. Mullins was with the mortgage banking firm of Camp &
Company in Birmingham, Alabama. He served as the Head of the Appraisal and Loan
Submission Department for income property loans. He was responsible for
appraising investment grade


                                                        H.J. Porter & Associates
<PAGE>

PROFESSIONAL QUALIFICATIONS OF DAVID P. MULLINS, MAI

income producing real estate that included shopping centers, office buildings,
multi-family apartments, and distribution warehouses.

From 1991 to 1993 Mr. Mullins worked as an employee for the appraisal firm of
H.J. Porter & Associates, Inc., managing their Birmingham office. In 1994 he
became a general partner of the Birmingham office with the title of Managing
Appraiser and the responsibility of managing two staff appraisers and one
support staff employee.

Since being associated with H.J. Porter & Associates, a variety of appraisal
assignments have been performed including the appraisal of neighborhood,
community, and power shopping centers, motels, single and multi-tenant office
buildings, multi-family apartments, assisted living facilities, convenience
stores, office/warehouse, distribution warehouses, vacant commercial and
agricultural land, and subdivision analysis. Other appraisal assignments
performed for different government entities include appraisal of total and
partial acquisitions for the Alabama Department of Transportation, the City of
Birmingham, and the Birmingham Airport Authority.

In addition to government entities, important clients include:

AmSouth Bank                                First Commercial Bank
Arlington Properties                        First Georgia Bank
Bank of Tuscaloosa                          Great Northern Insured Annuity Corp.
Baptist Health Systems                      Healthsouth
Birmingham Baptist Medical Center           Jacksonville State University
Brookwood Medical Center                    NationsBank
CellularOne                                 Norfolk Southern Corporation
Collateral Mortgage                         Regions Bank
Colonial Bank                               Salvation Army
Colonial Properties                         SouthTrust Bank
Columbus Bank & Trust Company               Southern Natural Gas
Commercial Bank & Trust Co.                 St. Clair Federal
Compass Bank                                State Farm Life Insurance Company
Farmers National Bank                       Washington Mortgage Financial Group
First American Bank


                                                        H.J. Porter & Associates
<PAGE>

================================================================================

                                STATE OF ALABAMA



                                     [SEAL]



                             This is to certify that

                                DAVID P. MULLINS

               having given satisfactory evidence of the necessary
           qualifications required by the laws of the State of Alabama
                is licensed to transact business in Alabama as a

                    CERTIFIED GENERAL REAL PROPERTY APPRAISER

                 With all the rights, privileges and obligations
                              appurtenant thereto.

LICENSE NUMBER: G00008                       /s/ [Illegible} Executive Director 
EXPIRATION DATE: SEPT. 30, 1997             ALABAMA REAL ESTATE APPRAISERS BOARD

================================================================================
<PAGE>

================================================================================

                        LOUISIANA REAL ESTATE APPRAISERS
                          STATE BOARD OF CERTIFICATION

                      TEMPORARY REGISTRATION CERTIFICATION

        Having complied with R.S. 1950, Title 37, Chapter 51, Subsection
  3401.C. of the Louisiana Real Estate Appraisers Certification Law, temporary
  registration to operate as a non-resident real estate appraiser in the state
                       of Louisiana is hereby granted to:

                                 DAVID P MULLINS

This certification shall remain in effect until such time as the appraisal
assignment on the following real property is complete:

     A SHOPPING CENTER LOCATED AT MANDEVILLE MARKETPLACE 619 N CAUSEWAY BLVD




                                     [SEAL]

Date Issued: August 14, 1997                      /s/  Logan H. Babin, Jr.
            -----------------                     ------------------------------
                                                  Logan H. Babin, Jr., Chairman

================================================================================

                                APPRAISAL REPORT

                                       OF

                                  A PORTION OF
                         OPP MARKETPLACE SHOPPING CENTER
                             507 EAST CUMMINGS ROAD
                                  OPP, ALABAMA

                                   (CZ97-147R)

                                       FOR

                                MR. LARRY MILLER
                                  MERRILL LYNCH
                      WORLD FINANCIAL CENTER - NORTH TOWER
                               NEW YORK, NY 10281

                                      AS OF

                                 AUGUST 6, 1997

                                       BY

                        HOWARD J. PORTER, JR., MAI, CCIM
                     GLEN E. HEINZELMAN, ASSOCIATE APPRAISER
                            H. J. PORTER & ASSOCIATES
                          1214 FIRST AVENUE, SUITE 130
                             COLUMBUS, GEORGIA 31901
                                 (706) 324-4990

                                     [LOGO]
                             H.J. Porter & Associates
<PAGE>

                                     [LOGO]
                     [H.J. Porter & Associates - LETTERHEAD]


                                                          August 20, 1997

Mr. Larry Miller
Merrill Lynch
World Financial Center - North Tower
New York, NY 10281

                                          Re:  A portion of the Opp Marketplace
                                               507 East Cummings Road
                                               Opp, Alabama

Dear Mr. Miller:

At your request, the undersigned Associate has inspected and we have made an
appraisal of the above referenced property. The purpose of this appraisal was to
determine the market value of the leased fee interest in the subject property,
one of fifteen shopping centers to be included in a portfolio of retail shopping
centers cross collateralized, under single management, and subject to stringent
provisions. AS SUCH, THE ESTIMATED VALUE OF THE SUBJECT PROPERTY IS SUBJECT TO
THE ABOVE CONDITIONS. This complete appraisal communicated in a self contained
narrative report has been prepared in a accordance with the Uniform Standards of
Professional Appraisal Practice (USPAP) as amended by the Comptroller of the
Currency.

Based upon our investigation into the subject property, and its current economic
environment, we are of the opinion that the market value of the leased fee
interest in the subject property as of August 6, 1997, is:

                ONE MILLION FOUR HUNDRED EIGHTY THOUSAND DOLLARS
                ------------------------------------------------
                                  ($1,480,000)

          Divided as:       Improvements                 $1,413,400
                            Land                             66,600
                                                         ----------
                            Total                        $1,480,000

Please note that this report is subject to the contingent and limiting
conditions as found in the addendum. It should be noted that our employment was
not conditional upon our producing a specific value with a given range. Future
employment prospects with Merrill Lynch are not

                  Real Estate Research, Appraisal & Counseling
            Birmingham, AL; Columbus, GA; Montgomery, AL; Auburn, AL
<PAGE>

Mr. Larry Miller
August 20, 1997
Page #2

dependent upon our producing a specified value. Also, neither payment of our
fee, nor our employment are/were based upon whether a loan application is
approved or disapproved. We appreciate the opportunity to be of service to you
in this matter.

The attached report is submitted in support of these conclusions.

                                Yours very truly,

/s/Howard J. Porter                            /s/Glen E. Heinzelman
Howard J. Porter, Jr., MAI, CCIM               Glen E. Heinzelman, Associate
Certified General Real Property Appraiser      Licenced Real Property Appraiser
Alabama Certificate #G51                       Alabama Certificate #L12



                                     [LOGO]
                             H.J. Porter & Associates
<PAGE>

                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS

PROPERTY IDENTIFICATION:                      Opp Marketplace
                                              507 East Cummings Road
                                              Opp, Alabama

PROPERTY RIGHT APPRAISED:                     Leased Fee Estate

HIGHEST AND BEST USE
AS VACANT AND IMPROVED:                       Neighborhood Shopping Center

DATE OF VALUE:                                August 6, 1996

SITE DATA:                                    2.05 Acres or 89,298 Sq. Ft.

BUILDING DATA:                                25,350 Sq. Ft. Divided As:
                                              Harco Drugs -     8,450 Sq. Ft.
                                              B.C. Moore -      16,900 Sq. Ft.

ESTIMATED LAND VALUE:                         $66,600

VALUE INDICATIONS:
         Cost Approach                        $1,314,000
         Income Approach                      $1,485,000
         Market Approach                      $1,460,000

MARKET VALUE:                                 $1,480,000


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                TABLE OF CONTENTS

Intended Use of Appraisal .................................................    1
Environmental Considerations ..............................................    1
Scope of the Assignment ...................................................    1
Date of Value Estimate ....................................................    2
Exposure Period ...........................................................    2
Type Appraisal/Type Report ................................................    2
Property Ownership ........................................................    3
Property Location .........................................................    3
Zoning/Public Utilities ...................................................    4
Legal Description/Land Size ...............................................    4
Ad Valorem Tax Analysis ...................................................    6
Purpose of Appraisal/Definition of Value ..................................    7
Rights Appraised ..........................................................    7
Area Analysis - Opp/Covington County, Alabama .............................    8
Neighborhood Analysis .....................................................   13
Site Analysis .............................................................   15
Description of Subject Improvements .......................................   16
Highest and Best Use ......................................................   18
The Appraisal Process .....................................................   20
Land Value - Direct Comparison ............................................   23
Cost Approach to Value ....................................................   29
Income Approach to Value ..................................................   32
Market Approach ...........................................................   45
Reconciliation and Final Value Estimate ...................................   63
Certification .............................................................   64
                                                                               
EXHIBITS

   Location Map ..............................................    Facing Page 4
   State Map .................................................    Facing Page 9
   Site Plan .................................................    Facing Page 15
   Subject Photographs .......................................    Facing Page 16
   Land Sales Map ............................................    Facing Page 27
   Improved Sales Map ........................................    Facing Page 60
                                                                               
REAR EXHIBITS

   Korpacz Real Estate Investor Survey
   Assumptions and Limiting Conditions
   Qualifications
   State of Alabama Certification


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                               1

INTENDED USE OF APPRAISAL

These appraisal have been requested to function as an underwriting guide for
mortgage loan purposes and for use in securitization of mortgages. Accordingly,
these appraisals may be provided by Merril Lynch & Co., to potential investors
in a securitization of other sale of mortgage loans. The appraisal is undertaken
without departure in accordance with USPAP as promulgated by the Appraisal
Foundation and as amended by the Comptroller of Currency.

ENVIRONMENTAL CONSIDERATIONS

According to a Phase I Environmental Site Assessment conducted March 25, 1992
and updated December, 1994 by CTE Environmental, there was no evidence of
environmental hazards or liabilities at the subject site or adjacent properties.
A copy of the Environment Site Assessment is included in the rear exhibits. The
appraised value contained herein assumes that the subject is free of any
environmental contamination.

SCOPE OF THE ASSIGNMENT

The subject property, a neighborhood shopping center, is one of fifteen shopping
centers to be included in a portfolio of retail properties which are crlss
collateralized, under single management, and subject to stringent release
provisions.

The scope of the assignment includes undertaking the three traditional
approaches to value with consideration given to the current status of the retail
market in Opp, Alabama and the surrounding market area. In the Cost Approach,
local real estate professionals and appraisers were contacted and a search of
public records undertaken to locate comparable land sales. A detailed inspection
of the site and improvements was made by the Associate Appraiser. Construction
details were obtained from the physical inspection by the Associate and from
plans prepared by Sanford - Bell & Associates, Inc. dated June 8, 1993, with
revision dates of September 10, 1993, October 5, 1993, November 16, 1993, June
21, 1994, and September 30, 1994. Current cost estimates were obtained from the
Marshall Valuation Service, a nationally recognized cost service indexed to the
local market.

In the Income Approach to Value, a survey of local retail market conditions was
made by interviewing local leasing and management agents. Rental income was
compared to similar properties in the local and regional market areas. Expense
comparables were studied to estimate the appropriate expense deductions. The
resulting net operating income was then capitalized into a present value
estimate by direct capitalization. The overall capitalization rate was derived
from market sales, built-up rates using current market rates for debt and
equity, and from published investor surveys.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

SCOPE OF THE APPRAISAL - (CONTINUED)                                           2

The Sales Comparison or Market Approach was developed after a search for sales
of similar shopping centers. To locate appropriate sale comparables, local
Realtors, appraisers, mortgage lenders, and developers were interviewed. The
sales located were compared to the subject with adjustments made for items of
differences.

After development of the three approaches, the value indications derived were
reconciled to provide a value estimate for the subject property as of the
effective date of appraisal.

DATE OF VALUE ESTIMATE

The subject property is valued as of August 6, 1997 which is the date the
subject was physically inspected by the Associate Appraiser. The date utilized
in preparing this appraisal was researched, gathered, and/or updated during the
period August 5 through August 15, 1997. The date of the appraisal is August 20,
1997 the date of the transmittal letter.


EXPOSURE PERIOD

Based on the current economic environment of which the subject is a part and the
value estimated to obtain a price in this report, the subject would have
required a market exposure period of between 6 and 12 months at or near the
appraised value. This estimate is predicated on conversations with local real
estate professionals and conversations with parties who purchased properties
with lease terms similar to the subject.


TYPE APPRAISAL/TYPE REPORT

In accordance with the Uniform Standard of Profession Appraisal Practice, the
appraisers have performed a "Complete" appraisal according to Standard Rule 1
and the communicated to the client in a "Self-contained Appraisal Report" in
accordance with Standard Rule 2-2a.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                                  LOCATION MAP
<PAGE>

                                                                               3

PROPERTY OWNERSHIP

The subject property is under the ownership of:

                               Opp Partners, Ltd.
                              250 Washington Street
                                 P.O. Box 680176
                              Prattville, AL 36067

The subject property is a portion of a neighborhood shopping center known as The
Opp Marketplace. The underlying land was part of the assemblage for the shopping
center. The assemblage took place in September, 1993 in two purchases for a
total of $200,000 for 8.06 acres. The total purchase price equates to a per acre
purchase price of $24,814 per acre. The shopping center containing a total of
55,975 sq. ft. was constructed soon after in mid 1994 on the northernmost 6.33
acres with the southernmost 1.73 acres retained for expansion or resale.

Since construction, two transactions affecting the shopping center have
transpired. First, in mid, 1995 the fee simple interest in the southernmost 1.73
acres was sold to SouthTrust Bank for $50,000 or $28,902 per acre. The
transaction was recorded in the Covington County Courthouse in Deed Book 909 at
page 166 on October 11, 1995. Second, the leasehold in the 30,625 sq. ft.
Winn-Dixie was sold to Alvin and Norma Chan in mid 1995 for a purchase price of
$1,920,000 or $62.70 per sq. ft. of leasable area. This transaction was recorded
in the Covington County Courthouse on November 22, 1995 in Deed Book 911 at page
131.

To the best of our knowledge no other transactions involving the subject or Opp
Marketplace Shopping Center have occurred in the five years prior to the date of
appraisal. Additionally, to the best of our knowledge, there are no offered
pending to purchase the subject nor is it currently listed for sale.

PROPERTY LOCATION

The subject property is located east of the intersection U.S. Highway 331 and
County Highway 22 (Opp-Alberton Road) within the city limits of Opp, Covington
County, Alabama It is located by street address as:

                                 Opp Marketplace
                             507 East Cummings Road
                                  Opp, Alabama

                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                               4

ZONING/PUBLIC UTILITIES

The subject property is located in the city limits of Opp, Alabama and is
subject to that city's zoning jurisdiction. The site is currently zoned B-2,
General Commercial, which allows shopping center use. This zoning classification
calls for a minimum lot size of 2,000 sq. ft., minimum lot width of 50', maximum
coverage ratio of 50%, maximum height of 65' and no minimum yard set back except
when adjacent to a residentially zoned area where the setback requirement would
be 30 feet. This classification also calls for an on-site parking ratio of 5
parking spaces for each 1,000 sq. ft. of floor area. Based on an inspection of
the property and plans, the existing improvements appear to conform to the
current zoning ordinance.

The subject has all utilities including electricity, gas, water, sewage, and
telephone in sufficient quantities to sustain commercial development. Public
services such as police and fire protection are provided by the City of Opp.

LEGAL DESCRIPTION/LAND SIZE

The legal description for the subject was obtained from the owners, Opp
Partners, Ltd. The subject property is legally described as:

          A parcel of land lying in and being a part of the south half
          of the Southeast quarter of Section 28, Township 4 North,
          Range 18 East, Covington County, Alabama; and being more
          particularly described as follows:

          Commence at the Southwest corner of the Southeast quarter of
          the Southeast quarter of Section 28, Township 4 North, Range
          18 east, Covington County, Alabama, and run thence North 89
          degrees 54 minutes 25 seconds West along the south line of
          the Southwest quarter of the Southeast quarter of Section 28
          for a distance of 163.64 feet to a point on the east
          right-of-way line of U.S. Highway 331; thence North 16
          degrees 19 minutes 15 seconds West along said east
          right-of-way line for a distance of 55.86 feet; thence
          continue along said East right-of-way line a curve to the
          left (having a radius of 1103.62 feet, a chord bearing of
          North 21 degrees 25 minutes 45 seconds West, a chord
          distance of 196.54 feet) and arch distance of 196.80 feet;
          thence leaving said east right-of-way line North 64 degrees
          29 minutes 45 seconds East a distance of 32.31 feet; thence
          North 00 degrees 09 minutes 54 seconds East a distance of
          59.18 feet to the POINT OF BEGINNING: Thence North 00
          degrees 09 minutes 54 seconds East a distance of 202.36 feet
          to a point on the south right-of-way line of County Highway
          22 (Opp-Alberton Road); thence along said south right-of-way
          line South 85 degrees 28 minutes 00 seconds East a distance
          of 223.30 feet; thence South 00 degrees 09 minutes 54
          seconds West along a right-of-way widening line a distance
          of 24.50 feet; thence South 84 degrees 55 minutes 00 seconds
          East along said south right-of-way line a distance of 220.81
          feet; thence leaving said rough right-of-way line South 00
          degrees 09 minutes 54 seconds West a distance of 203.85
          feet; thence North 89 degrees 50 minutes 06 seconds West a
          distance of 206.00 feet; thence North 00 degrees 09 minutes
          06 seconds West a distance of 61.28 feet; thence North 89
          degrees 50 minutes 06 seconds West a distance of 236.70 feet
          to the POINT OF BEGINNING; said parcel containing 2.05
          acres, more or less.

Based on this description, the subject property is irregular shaped and contains
a total land area of 2.05 acres. The subject parcel has approximately 450 fee of
frontage on the south side of County Road 22 (Opp - Alberton Road).



                                                  H.J. Porter & Associates, Inc.
<PAGE>

LEGAL DESCRIPTION/LAND SIZE - (CONTINUED)                                      5

As indicated previously, the subject property is one of fifteen shopping centers
to be included in a portfolio of retail properties which are cross
collateralized, under single management, and subject to stringent release
provisions. The other shopping centers contained in the portfolio are listed as
follows:

================================================================================
Greenbrier Station Shopping Center             The "Y" Shopping Center
Anniston, Alabama                              Panama City Beach, Florida
- --------------------------------------------------------------------------------
Clanton Marketplace                            Mandelville Marketplace
Clanton, Alabama                               Pandelville, Louisiana
- --------------------------------------------------------------------------------
Betts Crossing Shopping Center                 Brownsville Place Shopping Center
Opelika, Alabama                               Brownsville, Tennessee
- --------------------------------------------------------------------------------
Russell Crossing Shopping Center               Chicot Crossing Shopping Center
Pheinx City, Alabama                           Pascagoula, Mississippi
- --------------------------------------------------------------------------------
29 North Shopping Center                       Delchamps Plaza
Cantonment, Florida                            Long Beach, Mississippi
- --------------------------------------------------------------------------------
Nine Mile Plaza Shopping Center                One Main Place
Pensacola, Florida                             Moss Point,Mississippi
- --------------------------------------------------------------------------------
Parker Shopping Center
Parker, Florida
================================================================================

                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                               6

AD VALOREM TAX ANALYSIS

The subject parcel is under the taxing authority of the Covington County Tax
Assessor's Office and is found on the tax rolls as:

Assessed to:                        Opp Partnership, Ltd.
                                    250 Washington Street
                                    P.O. Box 680176
                                    Prattville, AL 36067

                                    Parcel I.D. #: 23-11-08-28-4-403-6-038.003
                                    23-11-08-28-4-404-0-009.001

Value:                              Land:                      $ 34,200
                                    Improvements:              $828,945
                                                               --------
                                    Total:                     $863,145

Assessment Ratio:                   20%

Local Millage Rate:                 $0.039 per $1,000 of assessed value

Annual Tax:                         $6,732.53

The subject property is part of the Opp Marketplace shopping center anchored by
a 30,625 sq. ft. Winn Dixie Supermarket. The Winn Dixie is owned by others as
discussed in the Ownership History section of this report and taxed separately.
To test the reasonableness of the taxes levied against the subject, the taxes
levied against two other shopping centers in Opp were investigated. The result
of that investigation is contained in the following chart.


================================================================================
PROPERTY NAME        SIZE (SQ. FT.)      TAX VALUATION        VALUATION/SQ.FT.
================================================================================
Sanford Station          54,280            $2,074,601              $39.35

Three Notch Plaza        39,300            $1,721,338              $43.80
================================================================================
SUBJECT                  25,350             $ 863,145              $34.05
================================================================================

The two tax comparables are older shopping centers anchored by secondary tenants
such as Piggly Wiggly and IGA Supermarkets who took over second generation
anchor space. Based on factors such as age, overall condition, quality of anchor
tenant, etc. the taxes levied against the subject appear to be appropriate.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                               7

PURPOSE OF APPRAISAL/DEFINITION OF VALUE

The purpose of the appraisal is to estimate the market value of the leased fee
interest in the subject property as of the effective date of appraisal, August
6, 1997.

Market Value is defined by the Appraisal Standards Board of the Appraisal
Foundation in the 1997 Glossary - Uniform Standards of Professional Appraisal
Practice, page 155 as:

     The most probable price which a property should bring in a
     competitive and open market under all conditions requisite to a
     fair sale, the buyer and seller, each acting prudently and
     knowledgeably, and assuming the price is not affected by undue
     stimulus. Implicit in this definition is the consummation of a
     sale as of a specified date and the passing of title from seller
     to buyer under conditions whereby:

1.   Buyer and seller are typically motivated;

2.   Both parties are well informed or well advised, and acting in what they
     consider their best interest;

3.   A reasonable time is allowed for exposure in the open market;

4.   Payment is made in terms of cash in U.S. Dollars or in terms of financial
     arrangements comparable thereto; and

5.   The price represents the normal consideration for the property sold
     unaffected by special or creative financing or sales concessions granted by
     anyone associated with the sale.

RIGHTS APPRAISED

The ownership interest in the subject property appraised is the "Leased Fee
Estate." The Dictionary of Real Estate Appraisal, 3rd Edition, Page 204, defines
Leased Fee Estate as, "an ownership interest held by a Landlord with the right
of use and occupancy conveyed by lease to others. The rights of lessor "the
leased fee owner" and the leased fee are specified by contract terms contained
within the lease."

                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                                    AREA MAP
<PAGE>

                                                                               8

AREA ANALYSIS - COVINGTON COUNTY AND OPP, ALABAMA

The four basic factors which should be considered in analyzing an area are:
(1) Physical-Location factors; (2) Economic-Financial factors; (3)
Political-Governmental factors; and (4) Sociological factors. Each of these
factors is briefly analyzed.

PHYSICAL-LOCATIONAL FACTORS

The subject property is located in Covington County in the town of Opp.
Covington County is located in southeastern Alabama approximately twenty miles
north of the Florida state line. Traveling distances to major metropolitan areas
are:

        ================================================================
        LOCATION                         MILES                DIRECTION
        ----------------------------------------------------------------
        Birmingham, Alabama               166                   North
        Mobile, Alabama                   145                 Southwest
        Montgomery, Alabama               75                    North
        Atlanta, Georgia                  244                 Northeast
        Tampa, Florida                    408                 Southeast
        Jacksonville, Florida             322                 Southeast
        ================================================================
                   
Opp is served by two Federal highways. U.S. Highway 331 is the north/south
artery linking Opp to the state capital of Montgomery to the north and the
Florida panhandle to the south. U.S. Highway 84 is the east/west traffic artery
linking Opp to the City of Dothan to the east and Interstate 65 to the west.
Access to the interstate highway system is within a short drive time. Interstate
65, the major north/south artery, is 48 miles west of Opp and Interstate 10 in
the Florida panhandle, a major east/west artery, is approximately 46 miles
south.

The town of Opp was established in 1920 after the L & N Railroad won its
litigation against the Central of Georgia Railroad to survey a right-of-way into
Covington County. The L & N Built a rail line eastward from Andalusia, the
county seat, and made a southbound arm where the town of Opp is located. This
southbound arm provided a good "turning around" place for trains, and because is
was already inhabited, a small town was laid out. The town was named after Henry
Opp, the lawyer for the L & N Railroad who won the litigation. The railroad
continues to play a vital road in the economy of Opp to this day.


                                                  H.J. Porter & Associates, Inc.
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AREA ANALYSIS - COVINGTON COUNTY AND OPP, ALABAMA (CONTINUED)                  9

PHYSICAL AND LOCATIONAL FACTORS - (CONTINUED)

Other major transportation facilities in the area include the Andalusia-Opp
Airport located midway between the two communities and the Chattahoochee River
Dock approximately 75 miles to the east.

The topography of the area is gentle rolling hills. The mean annual temperature
is 64 degrees with an average rainfall of 54.8 inches. The topography, climate,
and rail system provided the ideal environment for the area to become an
important agricultural region. Major agricultural products include cattle,
cotton, broilers, hogs, nuts, fruits, eggs, and soybeans. Natural resources
include calcitic lime as well as pine and other hardwood timber.

ECONOMIC AND FINANCIAL FACTORS

The 1990 Census indicated that the population of Covington County and the town
of Opp declined from the 1980 levels. However, the population of the area has
remained fairly constant since 1970. The table below shows the population
changes, according to the U.S. Census, from 1970 to 1990.

          ============================================================
          YEAR                        COUNTY                      OPP
          ------------------------------------------------------------
          1970                        34,079                     6,593
          1980                        36,850                     7,204
          1990                        36,478                     6,985
          ============================================================

The population of the county increased 7% and the population of Opp increased
5.9% from 1970 to 1990. The county's population has a civilian labor force of
17,580 and are employed by in a variety of industries. The table below shows the
breakdown of the labor force by industry groups as of March, 1997.

          ============================================================
          INDUSTRY                                          EMPLOYMENT
          ------------------------------------------------------------
          Manufacturing                                       5,590
          Transp., Comm., Utility                             1,127
          Wholesale & Retail                                  3,252
          Services                                            2,320
          Other                                               5,291
          ============================================================

                                                  H.J. Porter & Associates, Inc.
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AREA ANALYSIS - COVINGTON COUNTY AND OPP, ALABAMA (CONTINUED)                 10

ECONOMIC AND FINANCIAL FACTORS - (CONTINUED)

As of May, 1997 the unemployment rate in Covington County stood at 7.3%, which
compares with 4.9% for the State of Alabama and 4.8% nationwide. Major private
sector employers in and around Opp are listed in the table below.

    =========================================================================
    NAME                       PRODUCT                EMPLOYEES      YR. EST.
    -------------------------------------------------------------------------
    Opp & Nicolas Mills        Cotton Sheeting        901-1,000        1920
    Covington Industries       Men's Clothing          651-750         1950
    Alabama Farmer Co-Op       Shelled Peanuts         310-350         1969
    General Manufacturing      Ladies Sportswear       251-300         1967
    Phillips Van Husen         Shirts                  151-200         1970
    Anderson's Peanuts         Peanut Processing       101-150         1961
    Sweatt's Prefade           Industrial Laundry      101-150         1961
    Sonoco Products            Spiral Tubes             21-30          1982
    Shuler Brothers Chips      Wood Chips               16-20          1986
    Food Services, Inc.        Processed Foods          16-20          1967
    Opp New, Inc.              Publishing               31-40          1901
    =========================================================================

As indicated in the table above, the textile, forest product, and agricultural
industries dominate the private sector economy of Covington County. Baring any
unforeseen development initiative by the State of Alabama, the economic mix of
the county with its reliance on agriculture and natural resources is anticipated
to continue into the future.

As illustrated in the table on the following page, retail sales in Covington
County almost doubled from 1986 to 1996. Much of the increase coming between
1992 and 1996, given stagnant population growth rates and high relative
unemployment rates, would appear to more of a function of inflation rather than
increased population and economic prosperity.

                                                  H.J. Porter & Associates, Inc.
<PAGE>

AREA ANALYSIS - COVINGTON COUNTY AND OPP, ALABAMA (CONTINUED)                 11

ECONOMIC AND FINANCIAL FACTORS - (CONTINUED)


                =================================================
                YEAR                                 RETAIL SALES
                -------------------------------------------------
                1986                                  140,683,000
                1987                                  142,939,000
                1988                                  142,710,000
                1989                                  174,826,000
                1990                                  178,905,000
                1991                                  173,680,000
                1992                                  207,997,000
                1993                                  212,156,000
                1994                                  214,278,000
                1995                                  217,492,000
                1996                                  222,930,000
                =================================================

POLITICAL-GOVERNMENTAL FACTORS

The town of Opp is governed by a mayor/council form of government. In 1987, the
town established a Planning Commission which has increased the efficiency and
implementation of zoning ordinances, utility services, and other governmental
related services. Opp owns and operates distribution services for water, sewer,
electricity, and cable television. Natural gas is provided by local and regional
gas companies. Opp has a total of 23 police personnel and thirteen police cars.
There are four full-time fire fighters and seventeen volunteers. They have a
fire insurance rating of 5.

SOCIOLOGICAL FACTORS

The community's education, health, and recreation facilities are typical of many
small rural towns in Alabama. Opp has one hospital with 99 beds and eight
doctors and one nursing home with 179 beds. They have an elementary, junior
high, and high school with a total enrollment of approximately 1,600 students.
Higher education facilities include the MacArthur Technical College in Opp,
Enterprise State Junior College in Enterprise approximately 22 miles east, and
Troy State University in Troy approximately 42 miles north.


                                                  H.J. Porter & Associates, Inc.
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AREA ANALYSIS - COVINGTON COUNTY AND OPP, ALABAMA (CONTINUED)                 12

SOCIOLOGICAL FACTORS - (CONTINUED)

The area's recreational facilities are typical with four swimming pools,
thirteen tennis courts, one golf course, eight ball fields, two parks, and nine
basketball courts. In 1992, the State of Alabama opened the Lake Frank Jackson
State Park just outside the city limits of Opp. It is a 1,100 acre lake which
cost over $8 million to build. The lake is stocked with bass, bream, crappie,
and catfish. Local civic organizations have several bass and other fishing
tournaments annually. Planned additions include restrooms and camping
facilities.

Throughout Alabama and the panhandle of Florida, Opp is most noted for its
annual "Rattlesnake Rodeo" where visitors learn the many facts and myths
regarding rattlesnakes. This event which also includes country music, arts and
crafts, and stock car racing, is held in the fall of each year.

CONCLUSION

In conclusion, Opp is a small rural community located in southeast Alabama.
Agriculture is the economic base and has fostered some related industries. The
population has remained stable over the past twenty years and is anticipated to
remain so into the foreseeable future.




                                                  H.J. Porter & Associates, Inc.
<PAGE>

NEIGHBORHOOD ANALYSISZ                                                        13

The term neighborhood is defined in "The Appraisal of Real Estate" 11th Ed.
at page 189 as "a group of complementary land uses."

The four basic factors which must be considered in analyzing a neighborhood or
district, as in an area analysis are:

(1)  Physical and Locational Factors

(2)  Economic and Financial Factors

(3)  Political and Governmental Factors

(4)  Sociological Factors

Each of these factors is discussed briefly with conclusions as to their effect
on the subject property.

PHYSICAL AND LOCATIONAL FACTORS

The subject is located in the city limits of Opp, Alabama just south of the
Central Business District. The neighborhood boundaries are considered to be the
city limits. The shopping center of which the subject is a portion is located in
the "Y" intersection of U.S. Highway 331 and Parry Store Road. At this location
U.S. Highway 331 heads in an easterly direction and turns south at Parry Store
Road. South-bound travelers have an excellent view of the subject. In the
subject's immediate area, U.S. Highway 331 is a four-lane highway. There is a
traffic signal west of the subject where U.S. Highway 331 turn eastward at
Cummings Avenue and at the "Y" intersection where State Highway 52 turns
eastward. Parry Store Road is a minor two-lane paved street which links the
mostly rural areas to the east to the city of Opp. The subject property is
conveniently located with easy access from any location within Opp and the
surrounding area.

The Central Business District of Opp is located generally north of Cummings
Avenue which runs parallel to the A & F Railroad. Like many small rural
communities in Alabama, the "downtown" area of Opp was first established in the
early 1990's. In connection with the early development, residential properties
encompassed the business district. Many of the stores and offices buildings have
been remodeled and expanded over the years. In the early 1960's as the "baby
boom" generation started to come of age, new businesses and commercial
properties started locating outside of the Central Business District due to the
lack of available vacant land within the CBD. New commercial development
proceeded mostly in a southerly direction along U.S. Highway 331 around the "Y"
intersection of Staten Highway 52. These was a limited amount of development
just north of the downtown area.

Developments along these paths range from fast food restaurants, service
stations, free standing stores, and neighborhood shopping centers. They range in
age from twenty-five years old to five


                                                  H.J. Porter & Associates, Inc.
<PAGE>

NEIGHBORHOOD ANALYSIS - (CONTINUED)                                           14

years old. As such, the subject neighborhood is considered to be in the
growth stage of its life cycle.

The topography of the neighborhood is gentle rolling hills with very little
problem of flooding. All utilities area available in sufficient quantities to
sustain commercial development.

ECONOMIC AND FINANCIAL FACTORS

The primary factor effecting the subject is competing retail properties. As
indicated above, most retail properties are located in the Central Business
District where the age of the properties range from 30 to 90 years and also
along U.S. Highway 331 south of the subject. There are two neighborhood shopping
centers in Opp. Based on a visual inspection of these centers, their ages are
estimated to be between 20 and 25 years. It appears that they were part of the
original commercial property expansion outside of the CBD. Neither of these
centers have any small, local tenant shop space which will compete with the
subject. Each center is anchored by a grocery store.

The first shopping center is located on the north fringe of the CBD and is
anchored by Piggly Wiggly and Babcock Furniture. Other tenants include Family
Dollar, Factory Connection, and T & C Pharmacy. There is one vacant shop. Based
on interviews with these tenants rental rates are below $3.00 per square foot.

The second shopping center is located in the "Y" intersection of U.S. Highway
331 and State Highway 52 just south of the subject. Tenants in this unnamed
center include Bargain Town, Movie Gallery, D's Furniture, IGA Foods, and Heilig
Myers.

In addition to the subject, Burger King and McDonald's have located near the
subject on Highway 331. The Burger King is located in front of the subject in
the "Y" intersection and McDonald's is located across the street to the west.

CONCLUSION

In conclusion, the subject is well located between the original Central Business
District and the expanded southern district. Its location is suited to serve the
needs of the city of Opp and surrounding rural community as well as travelers
along U.S. Highway 331 on route to the Florida beaches.

                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]
<PAGE>

                                                                              15

SITE ANALYSIS

The subject site is located east of the intersection of U.S. Highway 331 and
County Highway 22 (Opp-Alberton Road) in the city limits of Opp, Covington
County, Alabama. The individual site characteristics are as follows:

Size:               89,298 Sq. Ft. or 2.05 Acres

Shape:              Irregular

Street Frontage:    Approximately 550 ln. ft. on the south side of County
                    Highway 22

Average Depth:      Approximately 250 Ln. Ft.

Topography:         Relatively level and at grade with the fronting roadway

Access:             Good from U.S. Highway 22. In addition, as part of the Opp
                    Marketplace shopping center anchored by Winn Dixie, the site
                    enjoys cross easements for ingress and egress across the
                    adjacent parcel to the south for access to U.S. Highway 331.

Drainage/Flood
 Hazard:            According to the FEMA Flood Insurance Rate Map, Community
                    Panel No. 010241, effective July 8, 1985, the subject
                    property is located in a Zone C flood hazard area. This is
                    an area designated as being one with minimal flooding and
                    flood insurance is typically not required for lending
                    purposes.

Soils:              Considered typical and adequate for development as evidenced
                    by the surrounding development.

Utilities:          All utilities are available in sufficient quantities
                    development.

Site Improvements:  Portion of a neighborhood shopping center and all associated
                    site improvements.

Street
 Improvements:      U.S. Highway 331 is a four-lane roadway with curb, cutters,
                    and streetlights installed. County Road 22 is basically a
                    two-lane residential street.

Surrounding Uses:   Retail, commercial, and residential uses.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPHS]

1)   Front View of Subject looking East

2)   Side View of Subject looking Southeast

3)   Side View of Subject looking Northeast

4)   Rear View of Subject looking Southwest

5)   View of U.S. Hwy 331 looking North (Subject on Right)

6)   View of County Rd 22 looking East (Subject on Right)

7)   View of County Rd 22 looking West (Subject on Left)


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPHS]

1)   Front View of Subject looking East

2)   Side View of Subject looking Southeast

3)   Side View of Subject looking Northeast

4)   Rear View of Subject looking Southwest

5)   View of U.S. Hwy 331 looking North (Subject on Right)

6)   View of County Rd 22 looking East (Subject on Right)

7)   View of County Rd 22 looking West (Subject on Left)

                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPHS]

1)   Front View of Subject looking East

2)   Side View of Subject looking Southeast

3)   Side View of Subject looking Northeast

4)   Rear View of Subject looking Southwest

5)   View of U.S. Hwy 331 looking North (Subject on Right)

6)   View of County Rd 22 looking East (Subject on Right)

7)   View of County Rd 22 looking West (Subject on Left)


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPHS]

1)   Front View of Subject looking East

2)   Side View of Subject looking Southeast

3)   Side View of Subject looking Northeast

4)   Rear View of Subject looking Southwest

5)   View of U.S. Hwy 331 looking North (Subject on Right)

6)   View of County Rd 22 looking East (Subject on Right)

7)   View of County Rd 22 looking West (Subject on Left)

                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPHS]

1)   Front View of Subject looking East

2)   Side View of Subject looking Southeast

3)   Side View of Subject looking Northeast

4)   Rear View of Subject looking Southwest

5)   View of U.S. Hwy 331 looking North (Subject on Right)

6)   View of County Rd 22 looking East (Subject on Right)

7)   View of County Rd 22 looking West (Subject on Left)


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPHS]

1)   Front View of Subject looking East

2)   Side View of Subject looking Southeast

3)   Side View of Subject looking Northeast

4)   Rear View of Subject looking Southwest

5)   View of U.S. Hwy 331 looking North (Subject on Right)

6)   View of County Rd 22 looking East (Subject on Right)

7)   View of County Rd 22 looking West (Subject on Left)


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPHS]

1)   Front View of Subject looking East

2)   Side View of Subject looking Southeast

3)   Side View of Subject looking Northeast

4)   Rear View of Subject looking Southwest

5)   View of U.S. Hwy 331 looking North (Subject on Right)

6)   View of County Rd 22 looking East (Subject on Right)

7)   View of County Rd 22 looking West (Subject on Left)
<PAGE>

                                                                              16

DESCRIPTION OF SUBJECT IMPROVEMENTS

The subject is a portion of a neighborhood shopping center known as The Opp
Marketplace. The center, anchored by Winn-Dixie, contains a total gross
leasable area of 55,975 square feet. The subject property consists of the
northernmost two tenant spaces containing 25,350 sq. ft. of gross leasable
area. The two tenant spaces are currently leased to Harco Drugs (8,450 sq.
ft.) and B.C. Moore's (16,900 sq. ft.). The shopping center in general, and
the subject improvements in particular have been well maintained and appear
to be functionally designed for their intended purpose. No significant degree
of deferred maintenance was observed upon physically inspecting the
improvements.

It is beyond the scope to narratively discuss all of the pertinent construction
details that comprise the subject improvements. The basic construction details
that follow were obtained from the physical inspection of the property by the
Associate Appraiser on August 6, 1997. The subject's basic construction details
are as follows:

Property Type:      Portion of neighborhood shopping center

Total GLA:          55,975 - Opp Marketplace Shopping Center
                    25,350 - Subject portion of shopping center

Year Built:         Late 1994

Effective Age:      2 years

Roof:               Built up tar and gravel over rigid insulation on metal
                    decking. Steel truss support system

Walls:              Concrete block and brick veneer over concrete block on the
                    from. Painted concrete block at rear and sides. Partition
                    walls between tenant spaces are metal studs covered with
                    sheetrock.

Doors:              Anodized aluminum store front doors. Interior (rest room)
                    doors hollow core wood.

Windows:            Anodized bronze aluminum store fronts with single glazing.

Floors:             Reinforced 4" concrete slab with resilient tile cover.

Insulation:         Rigid insulation in built-up roof system.

Ceilings:           Suspended lay-in acoustic tile with recessed fluorescent
                    light fixtures.

                                                  H.J. Porter & Associates, Inc.
<PAGE>

DESCRIPTION OF SUBJECT IMPROVEMENTS - (CONTINUED)                             17

HVAC:               Individual roof mounted electric central heating and cooling
                    for each unit.


Plumbing:           One and two-two fixture restrooms in each shop space.

Miscellaneous:      Approximately 53,450 sq. ft. of asphalt paving, 820 ln. ft.
                    of concrete curbing, 5,425 sq. ft. of concrete paving, 4
                    metal light poles and fixtures, and landscaping. There are
                    114 parking spaces on the site equating to a parking ratio
                    of 4.5 spaces for each 1,000 sq. ft. of floor area.
                    Additional parking is located on the adjacent parcel also
                    associated with the Opp Marketplace and available through
                    cross easements for parking.

                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              18

HIGHEST AND BEST USE

Highest and best Use is defined in the Dictionary of Real Estate Appraisal, 3rd
edition, page 171, as:

     "The reasonably probable and legal use of vacant land or an improved
     property, which is physically possible, appropriately supported,
     financially feasible, and that results in the highest value. The four
     criteria the highest and best use must meet are LEGAL PERMISSIBILITY,
     PHYSICAL POSSIBILITY, FINANCIAL FEASIBILITY, AND MAXIMUM PROFITABILITY."

Based on this definition, consideration must be given to both the subject land
site as if vacant, and the total property as improved.

HIGHEST & BEST USE - AS IF VACANT

PHYSICALLY POSSIBLE - The 2.05 acre size of the subject would support a wide
range of uses including residential, commercial, and some light industrial uses.
All the necessary utilities and other public services are available in
sufficient quantities to support development. The subject site is part of a
larger parcel currently improved with a Winn-Dixie Supermarket. Further, there
are no other physical site characteristics that would negatively impact the
development potential of the site.

LEGALLY PERMISSIBLE - The subject site is zoned B-2, General Commercial, by the
City of Opp. The current zoning allows for office or retail use as well as
certain governmental and non-profit related uses such as schools and churches.
The subject's B-2 zoning is the same as that of the adjacent parcel improved
with the Winn-Dixie Supermarket.

FINANCIALLY FEASIBLE - An inspection of the area surrounding the subject,
including the Opp central business district, suggests that there is no effective
demand for office use. Almost all of the office development in Opp is
concentrated in the downtown area in older storefront buildings or converted
residences. The pattern of commercial development in the area, and that which is
also considered the most financially feasible, is for retail or commercial
service uses along U.S. Highway 331 to serve the Opp community and traveling
public. The adjacent parcel to the south is currently improved with a Winn-Dixie
Supermarket. Therefore, it would appear that development of the site with a
retail use to take maximum advantage of the adjacent development would meet the
test of being financially feasible.

MAXIMALLY PRODUCTIVE - In determining the highest and best use of the subject
site, "as if vacant and available", the use which is maximally productive
generally becomes the deciding factor. Maximally productive uses are limited by
the current real estate market, the availability of substitute property for
development, and the growth stage of the area. To be maximally productive, that
use which provides the most return to the land must be selected.

                                                  H.J. Porter & Associates, Inc.
<PAGE>

HIGHEST AND BEST USE - (CONTINUED)                                            19

HIGHEST AND BEST USE-AS VACANT - (CONTINUED)

It has previously been determined that it would be physically possible, legally
permissible, and financially feasible to develop the site with a retail use
compatible with the current zoning classification and adjacent use. Therefore,
as of the effective date of appraisal, retail use is considered to be maximally
productive and therefore the highest and best use of the subject site, as if
vacant and available.

HIGHEST AND BEST USE - AS IMPROVED

The same criteria utilized to determine the highest and best use of the subject
site, as if vacant and available for development, is utilized to determine the
highest and best use of the property, as improved.

As stated throughout this report, as of the date of appraisal, the subject site
is currently improved retail shop space containing a total of 25,350 sq. ft of
gross leasable area and associated site improvements as portion of a
neighborhood shopping center anchored by Winn-Dixie. The shopping center in
general and the subject improvements in particular are considered to be in good
condition and functionally designed for their intended use.

PHYSICALLY POSSIBLE AND LEGALLY PERMISSIBLE - The subject improvements are
situated on a site containing 2.05 acres or 89,298 sq. ft. of land. The
improvements generate a land-to-building ratio of 3.52:1 based on the total
gross leaseable area. The land-to-building ratio allows for an ample amount of
on-site parking. Additionally, a retail use, such as the existing improvements
is allowable without exception under the sites current B-2 zoning
classification.

FINANCIALLY FEASIBLE AND MAXIMALLY PRODUCTIVE - Subsequent sections of this
report indicate a site value of $66,600, as if vacant and developable to its
highest and best use. The three approaches to value produced indications of
value from $1,314,000 to $1,485,000. Hence, the existing improvements appear to
contribute significantly to overall property value. Therefore, the focus of this
analysis will be on the property "as improved". No other use or development
option, as of the effective date of value, would appear to generate a higher
return to the land.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              20

THE APPRAISAL PROCESS

The appraisal process is a procedure for estimating the market value of real
property. This process involves gathering all pertinent information available
from the market which may influence the value of the subject property. This data
is then utilized in forming an estimate of value based upon the three generally
accepted approaches to value. These three approaches are the Cost Approach, the
Income Approach, and the Direct Sales Comparison Approach.

COST APPROACH

The Cost Approach is defined as that approach in appraisal analysis which is
based upon the proposition that an informed purchaser would pay no more than the
cost of producing a substitute property with the same utility as the subject
property. It is assumed that the potential purchaser considers producing a
substitute property with the same utility as the property being appraised. This
analysis involves the cost to buyer of producing an exact replica of the subject
property, in the same location and condition as the subject property, as of the
effective date of the appraisal.

The application of the Cost Approach involves the following steps:

1.   Estimating value of the site as if vacant and available to be put to its
     highest and best use.

2.   Estimating the reproduction cost new of the improvements.

3.   Estimating all elements of accrued depreciation.

4.   Subtracting the total accrued depreciation from the reproduction cost new
     of the improvements (resulting in an estimate of the present worth of the
     improvements).

5.   Adding the present worth of all the improvements (including site
     improvements) to the estimated site value.

6.   Rounding the figure to an appropriate indication of value.

The major limitations of the Cost Approach is its reliance upon an estimation of
accrued depreciation. Generally, the older the property and the higher the
estimate of accrued depreciation, the less reliable becomes the value indication
from this approach. This is particularly critical in the valuation of older
properties that normally incur greater amounts of depreciation. The Cost
Approach is particularly appropriate when the property being appraised involves
relatively new improvements which represent the highest and best use of the site
or when the improvements are relatively unique or specialized and there is
limited or a total lack of comparable properties which have sold recently.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

THE APPRAISAL PROCESS - (CONTINUED)                                           21

INCOME ANALYSIS

The Income Analysis is defined as that procedure in appraisal analysis which
converts anticipated benefits (dollar income or amenities) to be derived from
the ownership of property into a value estimate. Anticipated future income
and/or reversions are discounted to a present-worth figure through the
capitalization process.

This analysis requires an estimate of market rent based upon comparable rent of
leased properties. This rental estimate is a gross amount and all expenses to
real estate are deducted. These expenses include vacancy and rent loss which,
when subtracted from the gross income, produces the effective gross income.
Other expenses include real estate taxes, management cost, insurance cost, and
maintenance expense. If applicable, a reduction would also be made for services
and utilities. All expense estimates are obtained from the market by comparison
to similar structures.

After all expenses have been subtracted from the gross income, the resulting
figure is the net operating income, which will be capitalized into value. The
capitalization rate is derived from actual sales that have occurred in the
market place. The sales are analyzed in order to estimate the net operating
income of the property. After the net operating income is estimated, it is
divided by the sales price to provide an indication of the overall
capitalization rate. Capitalization rates can also be built up from the market
factors considered most applicable to income-producing properties. After the net
operating income and the capitalization rate are estimated, the net income is
then capitalized into a value indication by the applicable capitalization
technique.

DIRECT SALES COMPARISON APPROACH

The Direct Sales Comparison Approach is defined as that approach in an appraisal
analysis which is based upon the proposition that an informed purchaser would
pay no more for the property than the cost to him of acquiring an existing
property with the same utility. Presumably, the potential purchaser considers
the alternatives that are available to him and then makes a rational decision
based upon the information he has about those alternatives that are available to
him and then makes a rational decision based upon the information he has about
those alternatives.

The application of the Direct Sales Comparison Approach involves selecting a
number of competitive properties which have recently sold on the market. The
information derived from this section is analyzed through an adjustment process
which develops indications of what the competitive properties would have sold
for if they possessed all the important characteristics of the subject property.
These indications fall into a pattern surrounding one figure which, when
appropriately rounded, is an indication of the market value of the subject
property as of the date of the appraisal.

                                                  H.J. Porter & Associates, Inc.
<PAGE>

THE APPRAISAL PROCESS - (CONTINUED)                                           22

The reliability of this approach is dependent upon the availability and
verification of the comparable sales data. The degree of comparability between
the competitive properties and the subject, and the absence of non-typical
conditions affecting the sales price of those properties are also important
items that are considered. Therefore, this approach is particularly applicable
when an active market provides sufficient quantities of reliable data which can
be verified from authoritative sources.

RECONCILIATION ANALYSIS

The reconciliation analysis is an evaluation process where the appraiser
carefully evaluates value indications from each of the three approaches. The
reliability of each approach to the present appraisal problem is examined and
weight is given to the accuracy, reliability, quantity of data available for use
in each approach, and the approach in which the market participant typically has
the greatest confidence.

                                                  H.J. Porter & Associates, Inc.
<PAGE>

LAND VALUE - DIRECT COMPARISON                                                23

The subject site is valued by direct comparison with recent sales of other
similarly zoned commercial sites. Three of the sales are located in the Opp area
in close proximity to the subject. The fourth sale is located in Andalusia in an
area considered to be reasonably comparable to the subject. Each of the sales
analyzed on the basis of their location and utility relative to the subject.
Sales considered include:

SALE #1

Address/Location:             Part of Opp Market Place
                              U.S. Highway 331
                              Opp, Alabama
Grantor:                      Sara H. Long
Grantee:                      Tom Newton
Sale Date:                    12\08\1993
Sale Price:                   $65,000
Cash Equiv Price:             $65,000
Terms:                        Cash to Seller
Recorded:                     Deed Book 852, Page 42 Covington County
Verified With:                Angie Metcalf, Coldwell Banker Real Estate
Verified By:                  Glen Heinzelman, H. J. Porter & Associates
Date Verified:                08\07\1997
Rights Conveyed:              Fee simple title
Land Size:                    Acres: 1.366     Square Feet: 59,503
Zoning:                       B-2, General Commercial District
Highest & Best Use:           Commercial
Use At Sale:                  Vacant
Topo/Drainage:                Level/Typical of the area
Access/Visibility:            Good/Good
Utilities:                    All available
Remarks:                      This property is located on the south side of U.S.
                              331 south of its intersection with
                              County Road 22 (Opp-Alberton Road)
                              next to the Dairy Queen.
Indicators of Value:          PRICE PER ACRE:  $47,584


                                                  H.J. Porter & Associates, Inc.
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    24

SALE #2

Address/Location:            NEC U.S. 331 and Kellum Street
                             Opp, Alabama
Grantor:                     Nagarbhai B. Patel
Grantee:                     Saidutt, Inc.
Sale Date:                   04\07\1994
Sale Price:                  $51,000
Cash Equiv Price:            $51,000
Terms:                       Cash to seller
Recorded:                    Deed Book 877 Page 390 Covington County
Verified With:               Angie Metcalf, Coldwell Banker Real Estate
Verified By:                 Glen Heinzelman
Date Verified:               08\07\1997
Rights Conveyed:             Fee simple title
Land Size:                   Acres: 1.20      Square Feet: 52,272
Zoning:                      B-2, General Commercial
Highest & Best Use:          Commercial
Use At Sale:                 Vacant
Topo/Drainage:               Level; typical of the area
Access/Visibility:           Good; Good
Utilities:                   All except sewer
Remarks:                     This property has 100' of frontage on U.S. 331 and
                             350' of frontage on Kellum Street.
                             It is currently improved with a
                             Holiday Inn Express.
Indicators of Value:         PRICE PER ACRE:    $42,500


                                                  H.J. Porter & Associates, Inc.
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    25

SALE #3

Address/Location:                  U.S. Highway 84
                                   Andalusia, Alabama
Grantor:                           Kenneth R. Odem
Grantee:                           W. S. Rabren, Jr.
Sale Date:                         07\18\1994
Sale Price:                        $85,000
Cash Equiv Price:                  $85,000
Terms:                             Cash to seller.
Recorded:                          Deed Book 880 Page 240 Covington County
Verified With:                     Danny Solomon, Cedar Creek Realty
Verified By:                       Linda Yates
Date Verified:                     10\28\1994
Rights Conveyed:                   Fee simple title
Land Size:                         Acres: 2.13          Square Feet: 92,783
Zoning:                            B-3, Highway Commercial
Highest & Best Use:                Commercial
Use at Sale:                       Vacant
Topo/Drainage:                     Above street grade; Adequate
Access/Visibility:                 Good; good
Utilities:                         All available
Remarks:                           The property has 302' of frontage along U.S.
                                   Highway 84 and an average depth of
                                   360 feet. It is presently improved
                                   with an accounting office.
Indicators of Value:               PRICE PER ACRE:   $39,906


                                                  H.J. Porter & Associates, Inc.
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    26

SALE #4

Address/Location:                   Parcel "B" Opp Marketplace
                                    Opp, Alabama
Grantor:                            Opp Partners, Ltd.
Grantee:                            South Trust Bank, NA.
Sale Date:                          10\11\1995
Sale Price:                         $50,000
Cash Equiv Price:                   $50,000
Terms:                              Cash to seller
Recorded:                           Deed Book 909, Page 166 Covington County
Verified With:                      Tom Newton, Opp Partners
Verified By:                        Glen Heinzelman, H.J. Porter & Associates
Date Verified:                      08\07\1997
Rights Conveyed:                    Fee simple title
Land Size:                          Acres: 1.73      Square Feet: 75,359
Zoning:                             B-2, General Commercial
Highest & Best Use:                 Commercial
Use At Sale:                        Vacant
Topo/Drainage:                      Level/adequate
Access/Visibility:                  Good/Good
Utilities:                          All available
Remarks:                            This property is part of the Opp Marketplace
                                    shopping center adjacent to and
                                    south of the Winn-Dixie Supermarket.
                                    It has no direct access from U.S.
                                    Highway 331. Access is by easements
                                    for ingress and egress with the
                                    shopping center. It is to be
                                    developed with a South Trust Bank
                                    branch.
Indicators of Value:                PRICE PER ACRE:      $28,902




                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                             COMPARABLE LAND SALES
<PAGE>

LAND VALUE -DIRECT COMPARISON (CONTINUED)                                     27

Land Sales 1 through 4 detailed above are compared to the subject's shopping
center site and adjusted to the subject for notable differences. These
adjustments are made in the adjustment grid below.


<TABLE>
<CAPTION>
===============================================================================================================================
                                           LAND SALES COMPARISON GRID
===============================================================================================================================
COMP. NUMBER                          SUBJECT                 #1                 #2                   #3                     #4
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>               <C>                 <C>               <C>                   <C>      
Grantor                                                     Long              Patel                 Odem             Opp Partn.

Grantee                                                   Newton            Saidutt               Rabrem             SouthTrust

Location                                                U.S. 331           U.S. 331               Hwy 84               U.S. 331

City                                                         Opp                Opp            Andalusia                    Opp

Sale Price                                               $65,000            $51,000              $85,000                $50,000

Date of Sale                           8/6/97            12/8/93             4/7/94              7/18/94               10/11/95

Size (Acres)                            2.050              1.366              1.200                2.130                  1.730

Price/Acre                                               $47,584            $42,500              $39,906                $28,902

===============================================================================================================================
ADJUSTMENTS
- -------------------------------------------------------------------------------------------------------------------------------
Conditions of Sale                                        Normal             Normal               Normal                 Normal

Market Conditions                                           0.0%               0.0%                 0.0%                   0.0%

Preliminary Adj. Unit Price                              $47,584           $42,500              $39,906                $28,902

===============================================================================================================================

PHYSICAL DIFFERENCES                                          #1                 #2                   #3                     #4
- -------------------------------------------------------------------------------------------------------------------------------
Location                                                  -20.0%             -20.0%               -20.0%                  15.0%

Size                                                       -6.0%              -8.0%                 1.0%                  -3.0%
                                                            ---                ---                  ---                    --- 
Subtotal-Physical                                         -26.0%             -28.0%               -19.0%                  12.0%

===============================================================================================================================
FINAL ADJ. UNIT PRICE                                    $35,212            $30,600              $32,324                $32,370

===============================================================================================================================
</TABLE>

The comparable sales listed above were adjusted to the subject for:

Conditions of Sale:     All sales were normal arm's length transactions that
                        required no adjustments.

Time:                   Conversations with local real estate professionals and
                        the county tax appraiser indicate that land values in
                        Opp have remained stable over the past five years.
                        Therefore, no adjustment for market conditions or time
                        was considered appropriate.

                                                  H.J. Porter & Associates, Inc.
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    28

Location:      The subject property has no direct access from the major area
               roadway, U.S. Highway 331. It is accessible from the minor
               artery, County Highway 22 (Opp-Alberton Road). Comparables No. 1,
               2, and 3 all front and are accessible from U.S. Highway 331 and
               are considered to have superior locations relative to the
               subject. Downward adjustments of 20% were applied to these
               comparables to recognize their superior locations relative to the
               subject. Comparable No. 4 is Parcel "B" of the Opp Marketplace
               Shopping Center and does not have any direct access to a roadway
               other than by an easement across the Winn-Dixie property to the
               north. The location of this comparable is considered to be
               inferior relative to the subject. An upward adjustment of 15% was
               applied to this comparable for location.

Size:          All sales were adjusted to a 90% curve using the Dilmore Size
               adjustment table. This table is based on the fact that a
               property's price per unit is generally inversely related to its
               size.

The comparable sales after adjustment, indicate a range of value from $32,324 to
$35,212 per acre. Each of the adjusted sales were given relatively equal
consideration in the value estimate of the subject site, as if vacant.

Based on these adjusted sales, the subject site, "As if Vacant", is valued as:

           ===========================================================
                       ESTIMATED LAND VALUE - AS IF VACANT
           ===========================================================
           2.05      Acres @    $32,500    per Acre    =       $66,625
                                                   ROUNDED:    $66,600
           ===========================================================


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              29

COST APPROACH TO VALUE

The cost factors used from the Marshall Valuation Service, a national cost
service indexed to the Opp market and found to be reliable and consistent with
costs incurred by builders within the area. The cost factors from this cost
service are inclusive of architect/engineering fees, construction period
interest, contractors overhead and profit, and normal site prep costs. Excluded
are site improvements such as paving, landscaping, etc., land costs, and
indirect costs such as developers profit permanent loan fees.

Calculations of total building reproduction costs are:

<TABLE>
<CAPTION>
==============================================================================================
            ESTIMATED REPRODUCTION COST NEW - NEIGHBORHOOD SHOPPING CENTER
==============================================================================================
<S>                            <C>           <C>         <C>                         <C>     
Average Class "C" - Sec 13, Pg 21

Base Cost                                                $46.06
Current Cost Multiplier                       x           1.000
Local Cost Multiplier                         x           0.920
Perimeter Multiplier                          x           0.880
                                                          -----
                               25,350        Sq. Ft. @   $37.29      per Sq. Ft. =   $945,302
==============================================================================================
</TABLE>

INDIRECT COST

Indirect costs including developer's fee/entrepreneurial profit and permanent
loan fees are added to the subject's direct cost to estimate the total value of
the subject property via the Cost Approach. Developer's fee/Entrepreneurial
profit is added at 20% based upon sales of new shopping centers, discussions
with Developers and Brokers, and with consideration given to the cross
collateralization of the portfolio of retail properties of which the subject is
a part. Permanent loan fees are added at the amount typically charged by lenders
- - 2% of the loan amount (1% construction - 1% permanent).

DEPRECIATION AND OBSOLESCENCE

Incurable physical deterioration identifies items of deterioration that cannot
be practically or economically corrected at present. For the purposes of this
analysis, incurable physical deterioration has not been classified as being
either long or short lived. A long-lived item is a building component that is
expected to have a remaining economic life that is the same as the remaining
economic life of the structure. A short-lived item is a building component that
is expected to have a remaining economic life that is shorter than the remaining
life of the structure.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

COST APPROACH TO VALUE - (CONTINUED)                                          30

DEPRECIATION AND OBSOLESCENCE - (CONTINUED)

In this instance separating the items of incurable physical deterioration into
long and short lived items would serve little or no useful appraisal purpose
because of the overall age of the improvements.

In the case of the subject improvements, incurable physical deterioration has
been estimated using the age/life concept in that we estimate the improvements
to have an effective age of approximately 2 years, from a total estimated
economic life of approximately 40 years. Therefore, it is estimated that the
improvements suffer from incurable physical deterioration, both long and
short-lived, of approximately 5.0 percent (2 years/40 years = 5.0 percent) of
the estimated Reproduction Cost New.

Functional obsolescence is a loss in value resulting from defects in design. The
defect may be curable or incurable. Curable functional obsolescence is measured
by the cost to cure the condition. Incurable functional obsolescence may be
caused by a deficiency or a superadequacy. A deficiency may be a component or
system that should be in the property but is not, or it may be a substandard or
defective component or system in the property that does not work properly. A
superadequacy is a component or system in the property that exceeds market
requirements and does not contribute to value an amount equal to its cost. Upon
inspection of the subject, no degree of functional obsolescence, either curable
or incurable, was noted.

External obsolescence is the diminished utility of a structure or project due to
negative influences from outside the site and can be caused by a variety of
factors, i.e., neighborhood declined, the property's location in a community,
state, or region; or market conditions. No degree of external obsolescence is
believed to be present in the subject improvements as of the effective date of
appraisal.

CONCLUSION TO COST APPROACH

The calculation of value by the Cost Approach is presented in tabular form on
the following page.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

COST APPROACH TO VALUE - (CONTINUED)                                          31

CONCLUSION TO COST APPROACH (CONTINUED)

<TABLE>
<CAPTION>
====================================================================================================================================
                                                      VALUATION - COST APPROACH
====================================================================================================================================
<S>                                   <C>                         <C>                    <C>             <C>          <C>
DIRECT COST

Shopping Center                       25,350  Sq. Ft. x                                 $37.29     per Sq. Ft. =        $945,302

LESS DEPRECIATION:                                                                     Curable         Incurable
                                                                                       -------         ---------
Physical                                                                                    $0           $47,265
Functional                                                                                  $0                $0
External                                                                                    $0                $0
Total                                                                                       $0                $0         $47,265
                                                                                            --                --         -------

DEPRECIATED COST OF SHOPPING CENTER                                                                                     $898,036
Add: Site Improvements                  Area               Cost/Sq. Ft.                 % Dep.          Cost New
                                        ----               ------------                 ------          --------
Asphalt Paving                        53,450                      $1.50                  15.0%           $68,149
Concrete Paving                        5,425                      $1.75                  10.0%            $8,544
Concrete Curbs                           820                      $7.50                  10.0%            $5,535
Light Poles                                4                     $2,500                  10.0%            $9,000
Landscaping                                                                                              $25,000
                                                                                                         -------
TOTAL SITE IMPROVEMENTS                                                                                                 $116,228
                                                                                                                        --------
TOTAL DEPRECIATED COST NEW                                                                                            $1,014,264

INDIRECT COST
Developer's Fee                        20.0%  of Total Cost/Land                                        $216,173
Permanent Loan Fees @                   2.0%  of Loan Amount
(Loan basis =                          80.0%  of Land/Bldg Cost)                                         $17,179
                                                                                                         -------
TOTAL INDIRECT COST                                                                                                     $233,467
                                                                                                                        --------
TOTAL REPRODUCTION COST NEW                                                                                           $1,247,731
LAND VALUE (FROM PREVIOUS SECTION)                                                                                       $66,600
                                                                                                                         -------
PRELIMINARY VALUE BY COST APPROACH                                                                                    $1,314,331
                                                                                                       (ROUNDED)      $1,314,000
====================================================================================================================================
</TABLE>


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              32
INCOME APPROACH TO VALUE

As a primary approach to value for the subject, the subject's net operating
income is capitalized into a value estimate by use of an overall capitalization
rate. In arriving at a net operating income, consideration is given to rentals
and expenses which are incurred in the operation of the property.

CONTRACT INCOME

The subject is currently occupied by two tenants. B.C. Moor & Son's, Inc.
occupies 16,900 sq. ft. or 66.6% of the total net rentable area and Harco
Drug occupies 8,450 sq. ft. or 33.4% of the total net rentable area. A
summary of these leases appear in the Rear Exhibits.

To determine whether the previously summarized leases are representative of
market rents for similar retail space, the contract rents were compared to other
drug store leases in the States of Alabama, Georgia, and Tennessee. A summary of
those leases appears in the following chart.

<TABLE>
<CAPTION>
====================================================================================================================================

                                                    SUMMARY OF RENT COMPARABLES
====================================================================================================================================
Tenant                                           Location                    Year Leased             Size (Sq. Ft.)     Rent/Sq. Ft.
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                                <C>              <C>                <C>  
Drugs For Less                                   Birmingham, AL                     1993             18,000             $7.50

Harco Drugs                                      Birmingham, AL                     1993             12,876             $5.95

Harco Drugs                                      Pell City, AL                      1993              9,100             $7.50

Harco Drugs                                      Alabaster, AL                      1993              9,100             $8.50

Big B Drugs                                      Chattanooga, TN                    1994              8,470             $7.00

Harco Drugs                                      Tuscaloosa, AL                     1994             10,160             $7.90

Big B Drugs                                      Phenix City, AL                    1995             15,500             $4.75

Revco Drugs                                      Anniston, AL                       1995              9,240             $7.75

Drugs For Less                                   Birmingham, AL                     1995             18,000             $7.00

Revco Drugs                                      Dalton, GA                         1996              8,450             $9.75

Harco Drugs                                      Mobile, AL                         1997             10,125             $8.25
====================================================================================================================================

HARCO DRUGS                                      OPP, AL                            1994              8,450             $7.50
====================================================================================================================================
</TABLE>


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        33

Based on the rents summarized on the previous chart, it is determined that
the current contract rent of $7.50 per sq. ft. for the 8,450 sq. ft. leased
by Harco Drugs, Inc. is commensurate with market rents for similar drug store
space in anchored shopping centers. Additionally, given adjustments for size
and name recognition, the current contract rent of $5.00 per sq. for the
16,900 sq. ft. leased by B.C. Moore & Son's, Inc. is also considered to be
commensurate with the market rent for similar space located in similar
shopping centers.

EXPENSE CONTRIBUTIONS

Each tenant is contractually obligated to contribute to the expenses incurred in
the operation of the shopping center. Their contributions amount to their
pro-rata share of the taxes, property insurance, and common area maintenance
expenses. These expenses have been estimated later in this report and summarized
in the following chart.

                  ============================================
                       ESTIMATED OF EXPENSE CONTRIBUTIONS
                  ============================================
                  Taxes                                 $6,733

                  Insurance                             $2,535

                  Common Area Maintenance              $11,408
                                                       -------
                  Total Reimbursable                   $20,676

                  Total Sq. Ft. (NRA)                   25,350
                  ============================================
                  REIMBURSEMENT/SQ. FT. (NRA)            $0.82
                  ============================================

VACANCY AND COLLECTION LOSS

The subject is 100% leased as of the effective date of appraisal. However, it
would be imprudent to believe that a potential buyer would not consider some
degree of vacancy collection loss when evaluating the income producing potential
of the subject. This opinion is supported by the pro-forma operating statements
obtained in the confirmation of the sales utilized to develop a value estimate
by the Market Approach. For the purposes of this analysis, given the credit
quality of the existing tenants, a vacancy and collection loss factor of 2.5% of
the total potential gross income for subject, including expense contributions,
has been incorporated into this analysis.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        34

EFFECTIVE GROSS INCOME

Given the preceding discussion, the Effective Gross Income for the subject is
estimated as follows:

<TABLE>
<CAPTION>
====================================================================================================================================
                                                 ESTIMATE OF EFFECTIVE GROSS INCOME
====================================================================================================================================
<S>                                        <C>                            <C>                               <C>           <C>
POTENTIAL GROSS INCOME:

   Harco Drug                               8,450 Sq. Ft. @               $7.50   per Sq. Ft. =                            $63,375
                                                                                                     
   B.C. Moore                              16,900 Sq.Ft. @                $5.00   per Sq. Ft. =                            $84.500
                                                                                                                          --------
                                                                                                     
Potential Gross Rental Income                                                                                             $147,875
                                                                                                     
EXPENSE CONTRIBUTIONS:                                                                               
                                                                                                     
   Harco Drug                               8,450 Sq. Ft. @               $0.82   per Sq. Ft. =             $6,929
                                                                                                     
   B.C. Moore                              16,900 Sq.Ft @                 $0.82   per Sq. Ft. =            $13,858
                                                                                                           -------
                                                                                                 
Total Expense Contributions                                                                                                $20.787
                                                                                                                          --------
Total Potential Gross Income                                                                                              $168,662

Less Vacancy & Collection Loss:

   2.5% of Potential Gross Income                                                                                           $4,217
                                                                                                                          --------
EFFECTIVE GROSS INCOME                                                                                                    $164,445
====================================================================================================================================
</TABLE>

OPERATING EXPENSES

After estimating Effective Gross Income, all applicable expenses are deducted to
arrive at Net Operating Income. To estimate the appropriate expense levels,
statements from similar shopping centers are analyzed. The expense comparables
are presented on the following pages.

                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        35

COMPARABLE #1

Project Name:                                      Delchamps Plaza South
Location:                                          Skyland Boulevard
                                                   Tuscaloosa, Alabama
Year Built:                                        1986 GLA:  108,903 SF
Source:                                            Yearn end statements
Type Center:                                       Neighborhood Shopping Center
Analysis Year:                                     1996 Analysis By: LHH

<TABLE>
<CAPTION>
     Item                                           Total                      $/SF                         % PGR
     ----                                           -----                      ----                         -----
<S>                                                 <C>                        <C>                          <C>
Effective Gross Rent:                               $751,676                   $6.90                        %
  (plus) CAM/Reimbursemen:                          $61,400                    $0.56                        %
  (plus) Misc Income:                               $300                       $0.00                        %
                                                    --------                   -----                        ---- 
Effec. Gross Income:                                $813,376                   $7.47                        100.0%

Less Expenses:
  Management:                                       $42,686                    $0.39                        5.2%
  Ad Valorem Tax:                                   $39,174                    $0.36                        4.8%
  Insurance:                                        $13,588                    $0.12                        $1.7%
  Administration Expense:                           $17,144                    $0.16                        $2.1%
  CAM:                                              $25,322                    $0.23                        3.1%
  Utilities:                                        $6,564                     $0.06                        0.8%
  Miscellaneous:                                    $5,071                     $0.05                        0.6%
                                                    --------                   -----                        ---- 
Total Expenses:                                     $149,549                   $1.37                        18.4%
                                                    --------                   -----                        ---- 

Net Operating Income:                               $663,827                   $6.10                        81.6%
                                                    ========                   =====                        ==== 
</TABLE>

Comments: Miscellaneous expense consists of travel and structural repair
expenses

                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        36

COMPARABLE #2

Project Name:                               Delchamps Plaza North
Location:                                   MacFarland & Watermelon Road
                                            Tuscaloosa, Alabama
Year Built:                                 1986     GLA: 59,389 SF
Source:                                     Year end statements
Type Center:                                Neighborhood Shopping Center
Analysis Year:                              1995     Analysis By: DPM

<TABLE>
<CAPTION>
         Item                                 Total                        $/SF                      %PGR
         ----                                 -----                        ----                      ----

<S>                                           <C>                          <C>                       <C> 
Effective Gross Rent:                         $459,768                     $7.74                     100%
Less Vac/Credit Loss                          $603                         $0.01                     0.1%
                                              --------                     -----                     ---- 
Effective Gross Rent                          $459,165                     $7.73                     99.9%
+ CAM/Reimbursements:                         $42,120                      $0.69                     8.9%
+ Misc Income:                                $3,439                       $0.06                     0.7%
                                              --------                     -----                     ---- 
Effec. Gross Income:                          $503,724                     $8.48                     100.0%

Less Expenses:
Management:                                   $30,762                      $0.52                     6.1%
Ad Valorem Tax:                               $33,939                      $0.57                     6.7%
Insurance:                                    $4,915                       $0.08                     1.0%
Administration Expense:                       $1,391                       $0.02                     0.3%
CAM:                                          $41,892                      $0.71                     8.3%
Utilities:                                    $0                           $0.00                     0.0%
Miscellaneous:                                $8,765                       $0.15                     1.7%
                                              --------                     -----                     ---- 
Total Expenses:                               $121,664                     $2.05                     24.2%
                                              --------                     -----                     ---- 

Net Operating Income:                         $382,060                     $6.43                     75.8%
                                              ========                     =====                     ==== 
</TABLE>


Comments:      Utilities expense is included in CAM. Miscellaneous expense is
               non-pass through expense for building repair.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        37

COMPARABLE #3

Project Name:                                        Stratford Square
Location:                                            East Boulevard
                                                     Montgomery, Alabama
Year Built:                                          1987    GLA: 121,236 SF
Source:                                              Year end statement
Type Center:                                         Community Shopping Center
Analysis Year:                                       1995     Analysis By: PJM


<TABLE>
<CAPTION>
         Item                                        Total                      $/SF                        %PGR
         ----                                        -----                      ----                        ----
<S>                                                  <C>                        <C>                         <C>  
Effective Gross Rent:                                $771,843                   $6.37                       %
+ CAM/Reimbursements:                                $118,804                   $0.98                       %
+ Misc Income:                                       $412                       $0.00                       %
                                                     --------                   -----                       ---- 
Effec. Gross Income:                                 $891,079                   $7.35                       $100.0%

Less Expenses:
  Management:                                        $43,173                    $0.36                       4.8%
  Ad Valorem Tax:                                    $47,541                    $0.39                       5.3%
  Insurance:                                         $12,987                    $0.11                       1.5%
  Administration Expense:                            $13,769                    $0.11                       1.5%
  CAM:                                               $53,488                    $0.44                       6.0%
  Utilities:                                         $0                         $0.00                       0.0%
  Miscellaneous:                                     $5,650                     $0.05                       0.6%
                                                     --------                   -----                       ---- 
Total Expense:                                       $176,608                   $1.46                       19.8%
                                                     --------                   -----                       ---- 

Net Operating Income:                                $714,471                   $5.89                       80.2%
                                                     ========                   =====                       ==== 
</TABLE>

Comments: Miscellaneous expense includes $3,762 for on-site management and
          $1,888 for advertising and promotional expenses.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        38

COMPARABLE #4

Project Name:                                    Confidential
Location:                                        Central Alabama
Year Built:                                      1978    GLA: 62,510 SF
Source:                                          Year End Statement
Type Center:                                     Neighborhood Shopping Center
Analysis Year:                                   1995    Analysis By: PJM

<TABLE>
<CAPTION>
         Item                                    Total                    $/SF                         %PGR
         ----                                    -----                    ----                         ----
<S>                                              <C>                      <C>                          <C>  
Effective Gross Rent:                            $260,657                 $4.17                        100%
(plus) CAM/Reimbursements:                       $22,347                  $0.36                        %
(plus) Misc Income:                              $83                      $0.00                        %
                                                 --------                 -----                        ---- 
Effec. Gross Income:                             $283,087                 $4.53%                       100.0%

Less Expenses:
Management:                                      $10,663                  $0.17                        3.8%
Ad Valorem Tax:                                  $21,172                  $0.34                        7.5%
Insurance:                                       $4,405                   $0.07                        1.6%
Administration Expense:                          $3,556                   $0.06                        1.3%
CAM:                                             $25,305                  $0.40                        8.9%
Utilities:                                       $332                     $0.01                        0.1%
Miscellaneous:                                   $1,718                   $0.03                        0.6%
                                                 --------                 -----                        ---- 

Total Expenses:                                  $67,151                  $1.07                        23.7%
                                                 --------                 -----                        ---- 

Net Operating Income:                            $215,936                 $3.45                        76.3%
                                                 ========                 =====                        ==== 
</TABLE>

Comments:      Miscellaneous expense is for building repair and maintenance not
               passed through to tenants.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        39


<TABLE>
<CAPTION>
=====================================================================================================================
                                         SUMMARY OF EXPENSE COMPARABLES
=====================================================================================================================
EXPENSE COMPARABLE                           1                 2               3               4            AVG
- ---------------------------------------------------------------------------------------------------------------------
<S>                                        <C>              <C>              <C>              <C>              <C>  
Effective Gross Income (Sq. Ft.)           $7.47            $8.48            $7.35            $4.53            $6.96

Less: Expenses

   Management (%)                          5.2%             6.1%             4.8%             3.8%             5.0%

   Ad Valorem Taxes (Sq. Ft.)              $0.36            $0.57            $0.39            $0.34            $0.42

   Insurance (Sq. Ft.)                     $0.12            $0.08            $0.11            $0.07            $0.10

   Administrative Expense (Sq. Ft.)        $0.16            $0.02            $0.11            $0.06            $0.09

   CAM (Sq. Ft.)                           $0.23            $0.71            $0.44            $0.40            $0.45

   Utilities (Sq. Ft.)                     $0.06            $0.00            $0.00            $0.01            $0.02

   Miscellaneous (%)                       0.6%             1.7%             0.6%             0.6%             0.9%
                                           -----            -----            -----            -----            -----

Total Expenses (Sq. Ft)                    $1.37            $2.05            $1.46            $1.07            $1.49
                                           =====            =====            =====            =====            =====

Expense Ratio (%)                          18.4%            24.2%            19.8%            23.7%            21.5%
=====================================================================================================================
</TABLE>

Based on these expense comparables, the pertinent expense categories in
appropriate amounts are estimated below.

Management/Leasing:        The management fees of the comparable properties
                           range from 3.8% to 6.1%. As indicated previously, the
                           subject property is one of fifteen shopping centers
                           in a cross collateralized portfolio of retail
                           properties under single management. Considering
                           economics of scale, the subject's management fee is
                           estimated at the low end of the range at 4% of
                           effective rental income.

Ad Valorem tax:            The actual ad valorem taxes levied against the
                           subject obtained from the Covington County Tax
                           Assessor's office have been deemed appropriate and
                           included in this analysis.

Insurance:                 Based upon the expense comparable information
                           included herein, the cost of insuring the subject's
                           improvements and the cost of liability insurance is
                           estimated to be $2,535 per year or $0.10 per square
                           foot of net leasable area.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        40

OPERATING EXPENSES (CONTINUED)

Common Area Maintenance:   The common area maintenance expense, including
                           utility expense for the parking and walkway areas,
                           based on the expense comparables has been estimated
                           to be $11,408 per year or $0.45 per sq. ft. of net
                           leasable area.

Structural                 Maintenance: Structural maintenance is estimated to
                           be $.10 per square foot for a total annual amount of
                           $2,535 which is found to be similar to other
                           neighborhood shopping centers as well as typical
                           requirements by permanent lenders.

Miscellaneous Expenses:    Miscellaneous expenses for legal and accounting
                           services has been estimated to amount to 1.0% of the
                           effective gross income.

Based on the preceding, the total operating expenses are estimated to be $30,770
per year or $1.21 per square foot of net leasable area. The total expense
estimate results in an operating expense ratio of 18.7% which is supported by
the expense comparables.


NET OPERATING INCOME

The Net Operating Income is calculated by subtracting the Operating Expenses
from the Effective Gross Income and is estimated at $133,676. The table on the
following page is a reconstructed operating statement for the subject
illustrating the previously discussed calculation of income and expenses.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        41

NET OPERATING INCOME - (CONTINUED)

<TABLE>
<CAPTION>
====================================================================================================================================
                                                     VALUATION - INCOME APPROACH
====================================================================================================================================
<S>                                          <C>                  <C>         <C>                            <C>           <C>  
Potential Gross Income

Harco Drug                                    8450 Sq. Ft. @      $7.50       per Sq. Ft.   =                               $63,375

B. C. Moore                                  16900 Sq. Ft. @      $5.00       per Sq. Ft.   =                               $84,500
                                                                                                                            -------

Potential Gross Rental Income                                                                                              $147,875

Expense Contributions

Harco Drug                                    8450 Sq. Ft. @      $0.82       per Sq. Ft.   =                 $6,929

B. C. Moore                                  16900 Sq. Ft. @      $0.82       per Sq. Ft.   =                $13,858
                                                                                                             -------

Total Expense Contributions                                                                                                 $20,787
                                                                                                                            -------
Total Potential Gross Income                                                                                               $168,662

Less Vacancy & Collection Loss

                                                2.5% of Potential Gross Income                                               $4,217
                                                                                                                             ------

Effective Gross Income                                                                                                     $164,445

Less Expenses:                                                  % of EGI       Per Sq. Ft.          Total
                                                                --------       -----------          -----

   Management                                                       4.0%             $0.35         $5,915

   Ad Valorem Taxes                                                 4.0%             $0.27         $6,733

   Property Insurance                                               1.5%             $0.10         $2,535

   Common Area Maintenance                                          6.8%             $0.45        $11,408

   Structural Maintenance/Reserves                                  1.5%             $0.10         $2,535

   Miscellaneous                                                    1.0%             $0.07         $1,644

Total Expenses                                                                                                              $30,770
                                                                                                                            -------
Net Operating Income                                                                                                       $133,676
====================================================================================================================================
</TABLE>


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        42

CAPITALIZATION RATE

To estimate the subject's value via the Income Approach, the subject's
stabilized net operating income is capitalized with an overall capitalization
rate of 9.0%. The selected overall capitalization rate is based on several
methods of capitalization rate development with consideration given to the cross
collateralization of the subject property with the other fourteen shopping
centers in the securitized portfolio of retail properties. The capitalization
rate development methods, which are presented following the Income Approach
Summary on the following page, includes rates extracted from comparable sales,
recently published investor surveys, and three methods using mortgage and equity
positions which include the Ellwood, Band of Investment, and Debt Coverage Ratio
methods.

Rates extracted from the comparable sales ranged from 9.57% to 10.20% with an
average of 9.81% and the most recent sale being at 9.64%. Published rates from
the Second Quarter 1997, Korpacz Real Estate Investor Survey for National Strip
Shopping Centers, ranged from 8.25% to 13.00% with an average rate of 9.84%
which is similar to the market extracted rates. The mid range rates from the
three mortgage/equity methods ranged from 8.90% to 9.24%. The rates developed
with mortgage equity factors reflect current conditions and declining interest
rates. The criteria used for these methods was taken from the above mentioned
investor survey and from interviews with mortgage brokers.

The High, Middle, and Low average of the five methods of capitalization rate
development are 10.25%, 9.31%, and 8.71% respectively. Based on this analysis
and the above considerations, the subject's overall capitalization rate is
estimated to fall between the Middle and Low range of the five methods.

Given the preceding, the value indication provided by the Income Approach can be
expressed as follows:


================================================================================
                                VALUE INDICATION
================================================================================
Net Operating Income            $133,676 Capitalized at     9.0%      $1,485,283

                                                         (ROUNDED)    $4,485,000

================================================================================



                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        43



<TABLE>
<CAPTION>
====================================================================================================================================
                                             PROPERTY CAPITALIZATION RATE JUSTIFICATION
====================================================================================================================================
PROPERTY:                   Opp Marketplace Shopping Center

ADDRESS:                    Opp, Alabama

DATE:                       August 6, 1997
                                                                              Pessimistic          Most Likely          Optimistic
                                                                              -----------          -----------          ----------

                                                                              -----------------------------------------------------
<S>                                                                                <C>                  <C>                 <C>   
1. Market extracted rates for                                                      10.20%                9.81%               9.57%
                                                                              -----------------------------------------------------
   similar local properties

                                                                              -----------------------------------------------------
2. Recent published  cap rates                                                     13.00%                9.84%               8.25%
                                                                              -----------------------------------------------------

   used by institutional investors

Source: Korpacz 2nd Q, 1997

3. Ellwood method calculated rates

                     11.55% = Eqty yield before tax 

                              % Property appreciation (income) over

                              hold period =                                        -5.00%                0.00%               5.00%

                     75.00% = Mortgage percent of value

                      7.75% = Mortgage interest rate 

                         20 = Mortgage term in years

                         10 = Investment holding period

                      9.85% = Rm = Mortgage constant

                     14.40% = Rmp = Mortgage constant over holding period 

                     31.59% = P = Percent of mortgage paid off over hold period

                      5.82% = SFF = Sink fund factor 

                     37.18% = J factor

                                                                              -----------------------------------------------------
                            Calculated cap rate =                                   9.36%                8.90%               8.45%
                                                                              -----------------------------------------------------

4. Band of Investment Method

                                      Mortgage percent to value                    70.00%               75.00%              80.00%

                                         Mortgage constant (Rm)                    10.35%                9.85%               9.35%

                                        Equity percent to value                    30.00%               25.00%              20.00%

                                    Eqty cash on cash rate (Re)                     8.00%                7.00%               6.00%
                                                                              -----------------------------------------------------
                                          Calculated cap rate =                     9.65%                9.14%               8.68%
                                                                              -----------------------------------------------------

5. Debt Coverage Ratio Method

                                      Req'd debt coverage ratio                      1.25                 1.20                1.15



   Mortgage percent to value                                                       70.00%               75.00%              80.00%

                                              Mortgage constant                    10.35%                9.85%               9.35%
                                                                              -----------------------------------------------------

                                          Calculated cap rate =                     9.06%                8.87%               8.60%
                                                                              -----------------------------------------------------
</TABLE>



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              44

                                Explanatory Notes
                          Capitalization Rate Evidence

The accompanying chart illustrates 5 different sets of data or evidence to
appropriate current property capitalization rates.

     Item # 1 Reflects the current range in capitalization rates in
     the local market based on actual sales - this information is
     historical in nature although there has been a fairly consistent
     pattern evident in this market over the years.

     Item # 2 Reflects actual cap rates used by large financial
     institutions in the acquisition and financing of major real
     estate projects. These rates are also historical in nature, but
     are based on properties of a magnitude atypical in this market
     area. Properties that would appeal to at least a regional and
     perhaps a national market of potential buyers.

     Item # 3 Reflects a calculated cap rate utilizing the Ellwood
     model based on future expectations in income and property value
     growth and equity yield rates - explicit input assumptions are
     listed. This method is compelling when market mortgage and equity
     yield returns are predictable and property and income changes can
     be reliably predicted.

     Item # 4 Analyzes required capital outlays to service both the
     debt (ie mortgage payment) and the equity (cash on cash or before
     tax cash flow or equity dividend). The weighted average of these
     required returns is, by definition, equal to the capitalization
     rate. It should be noted that the mortgage interest rate and
     equity yield rate are NOT part of this calculation.

     Item #5 Provides another method often used by lenders. The debt
     coverage ratio is a factor equal to the net operating income
     divided by the annual debt service - in other words, it is an
     estimate of the "cushion" or excess of net operating income over
     and above debt service. The calculated cap can be solved for by
     the following formula R(o) = R(m) X DCR X M.

The actual cap rate used by the appraisers in this analysis is bracketed by this
information. Further, this chart illustrates the implicit market expectations of
the various investment parameters that are reflected by the specific
capitalization rate used.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              45
MARKET APPROACH

To estimate the subject property's value by market comparison, a direct
comparison is made with actual sales of other shopping center properties. These
sales are analyzed on the basis of price per square foot of gross building area
(GBA) and their effective gross income multiplier (EGIM).

While the subject property is part of a large portfolio of retail properties
which would most likely be marketed as a total package, no sales of similar
portfolios of properties were found with which to compare. The market for retail
properties is national with purchase decisions made on the strength and
reliability of the income streams. Similar shopping center sales were located in
Birmingham, Moody, Madison, and Mobile, Alabama and Chattanooga, Tennessee.

Each sale is adjusted to the subject for pertinent items, including unusual
financing or conditions of sale, time lapsed since sale, and physical
differences such as age, condition, and construction quality and location as
reflected in the net operating income.

The sales considered are detailed on the following pages with a comparison and
adjustment following the presentation of the sales data.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 46

COMPARABLE IMPROVED SALES

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

SALE #1
Address/Location:                   The Village on Lorna
                                    3001 Lorna Road
                                    Hoover, Alabama
Grantor:                            Lorna Properties
Grantee:                            Village on Lorna Shopping Center, Ltd.
Sale Date:                          05/26/1995
Sale Price:                         $11,200,000
Cash Equiv Price:                   $11,200,000
Equity:                             $2,240,000
Debt:   $8,960,000                  First Yr. Debt Service: $933,084
Terms:                              Cash to seller; equity, debt, and Yr. 1 debt
                                    service estimated based on 80% LTV,
                                    8.5% interest, and 20 year
                                    amortization.
Recorded:                           Inst. No. 1995-61351, Jefferson County
Verified With:                      Hunter Keller, Engel Realty (205) 939-6800
Verified By:                        David Mullins, MAI, H.J. Porter & Associates
Date Verified:                      04/18/1996
Rights Conveyed:                    Leased fee
Land Size:                          12.6 Acres


                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 47

SALE #1 (CONTINUED)

Access/Visibility:          Average/Average
Highest & Best Use:         Neighborhood shopping center
Parking:                    728 spaces Parking Ratio: 5.15/1,000 Sq. Ft.
Building Size:              141,444 SF(NRA)
Land:Bldg Ratio:            3.9:1
Year Built:                 1986
Condition:                  Average to Good
Building                    
Description:                One story neighborhood shopping center containing
                            two separate building of masonry construction
Anchors:                    Delchamps (51,945 Sq. Ft.) and Drugs for Less
                            (14,500 Sq. Ft.)
Anchor - Sq. Ft.:           66,445          Anchor %: 46.98
Local:                      Typical local, regional, and national small shop
                            tenants
Local - Sq. Ft.:            74,999        Local %: 53.02
Lease Information:          Anchor & Local: CAM, taxes and insurance. Delchamps
                            recently expanded and renovated
                            their space with an estimated
                            expenditure of 2.5 to 3.0 million
                            dollars. In conjunction, they signed
                            a new 15 year lease with 3, five
                            year options.

ANALYSIS
(1|2|3)*Source                                TOTAL $ AMOUNT     $ PER SF (GBA)
                                              --------------     --------------
(S\A\P)          Potential Gross Income:          $1,578,760         $11.16
(A\E\F)          Vac & Credit Loss:                  $94,725         $ 0.67
                                                  ----------         ------
(A\E\F)          Effec. Gross Income:             $1,484,034         $10.49
(A\E\F)          Less Expense:                      $376,266         $ 2.66
                                                  ----------         ------
(A\E\F)          Net Oper. Income                 $1,107,768         $ 7.83
(A\E\F)          Debt Service (Yr. 1)               $933,084         $ 6.60
                                                  ----------         ------
(S\A\F)          Cash Flow                          $174,684         $ 1.24


================================================================================
Field 1:         S=Seller                     B=Buyer                A=Appraiser

Field 2:         A=Actual                     E=Estimated

Field 3:         P=Prior Year                 F=Year Following
================================================================================



                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 48

SALE #1 (CONTINUED)


INDICATORS OF VALUE:        Price Per SF (NRA):                          $79.18
                            PGIM:                                        7.09
                            EGIM:                                        7.55
                            R(o):                                        9.89%
                            Expense Ratio:                               25.35%

Remarks:       PGI includes potential rent based on actual base rent plus
               expense contributions and miscellaneous income. The actual 1994
               NOI was $901,481 and is somewhat skewed due to vacancy of local
               space during Delchamp's expansion and rent concessions during
               this period. Also, leasing commissions and tenant improvements
               were deducted as expenses before the NOI calculation.




                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 49

[GRAPHICS OMITTED]

SALE #2
Address/Location:                The Village at Moody
                                 U.S. Highway 411
                                 Moody, Alabama
Grantor:                         F.S. Partnership, Ltd.
Grantee:                         Birmingham Realty
Sale Date:                       02/14/1996
Sale Price:                      $4,485,000
Cash Equiv Price:                $4,485,000
Equity:                          $1,485,000
Debt:                            $3,000,000
Terms:                           $1,485,000 cash plus assumption of $3,000,000
                                 mortgage at market rates and terms.
Recorded:                        Deed Book 261 at page 313, St. Clair County
Verified With:                   Paul Spina, Grantor (205) 733-1131
Verified By:                     David Mullins, MAI, H.J. Porter & Associates
Date Verified:                   04/10/1996
Rights Conveyed:                 Leased fee
Land Size:                       8.43 Acres



                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 50

SALE #2 (CONTINUED)

Access/Visibility:          Average/Average
Highest & Best Use:         Neighborhood shopping center
Parking:                    396 spaces  Parking Ratio: 6.51/1,000 Sq. Ft.
Building Size:              60,800 SF(NRA)
Land: Bldg Ratio:           6.0:1
Year Built:                 1995
Condition:                  Good
Building
Description:                In-line, one story masonry construction with brick
                            exterior on front and sides, and CCB on rear.  Flat
                            built-up roof system
Anchors:                    Winn-Dixie (44,000 Sq. Ft.)
Anchor - Sq. Ft.:           44,000                      Anchor %: 72.37
Local:                      J&E Ent., Head Start, Movie Gallery, Open Book,
                            Vulcan Rehabilitation, Moody Cleaners, Village
                            Beverage, Merle Norman, and The Nail Shop
Local - Sq. Ft.:            16,800                      Local %: 27.63
Lease Information:          Winn-Dixie - $7.00 per Sq. Ft.; Local tenant rent
                            ranges from $10.50 to $11.50 per Sq. Ft. with an
                            average of $10.67 per sq. ft.  All tenants pay
                            pro-rata share of CAM, taxes, and insurance.

ANALYSIS
(1|2|3) *Source                                 TOTAL $ AMOUNT    $ PER SF (GBA)
                                                --------------    --------------
(S\A\P)             Potential Gross Income:           $533,922         $8.78
(A\E\F)             Vac & Credit Loss:                  $9,920         $0.16
                                                        ------         -----
(A\E\F)             Effec. Gross Income:              $524,002         $8.62
(A\E\F)             Less Expenses:                     $87,532         $1.44
                                                       -------         -----
(A\E\F)             Net Oper. Income                  $436,470         $7.18


================================================================================
Field 1:        S=Seller                 B=Buyer               A=Appraiser

Field 2:        A=Actual                 E=Estimated

Field 3:        P=Prior Year             F=Year Following
================================================================================


                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 51

SALE #2 (CONTINUED)


INDICATORS OF VALUE:     Price Per SF (NRA):                           $73.77
                         PGIM:                                         8.40
                         EGIM:                                         8.24
                         R(o):                                         10.18%
                         Expense Ratio:                                16.09%

Remarks:       At the time of sale this center was less than one year old and
               did not have a complete year of operating history. PGI includes
               contract rent plus estimated expense contributions. Market
               vacancy was estimated at 5% of local tenant rent and expense
               contributions. Expenses include 4% management fee, taxes at $0.58
               per sq. ft., insurance at $0.10 per sq. ft., CAM at $0.40 per sq.
               ft., and structural maintenance at $0.50 per sq. ft. This center
               is located at the northeast corner of Interstate 10 and U.S.
               Highway 411 in Moody, Alabama. This area is a rapidly growing
               commercial district in the Birmingham/Atlanta interstate
               corridor.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 52

                               [GRAPHICS OMITTED]
                                  [PHTOGRAPH]

SALE #3
Address/Location:                  Plaza Center
                                   Hughes Road at Old Madison Pike
                                   Madison, Alabama
Grantor:                           Plaza, Ltd.
Grantee:                           Amberjack, Ltd.
Sale Date:                         12/21/1994
Sale Price:                        $5,850,000
Cash Equiv Price:                  $5,850,000
Terms:                             Cash to seller
Recorded:                          Deed Book 846 at page 1097, Madison County
Verified With:                     Tommy Tillman, Broker, (205) 822-7116
Verified By:                       David Mullins, MAI, H.J. Porter & Associates
Date Verified:                     01/11/1995
Rights Conveyed:                   Leased fee
Land Size:                         9.08 Acres
Access/Visibility:                 Good/Good
Highest & Best Use:                Neighborhood shopping center
Building Size:                     79,400 Sq. Ft. (NRA)



                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 53

SALE #3 (CONTINUED)

Land: Bldg Ratio:              5.0:1
Year Built:                    1994
Condition:                     Good
Building
Description:                   One story masonry construction with brick veneer
                               and dryvit front. Flat built-up roof
Anchors:                       Kroger (62,800 Sq. Ft.)
Anchor - Sq. Ft.:              62,800                 Anchor %: 79.09
Local:                         Sporting Edge, Cleaners, Papa John's Pizza,
                               Heavenly Hear, Baskin-Robbins, Cornerstone, Movie
                               Gallery, and Hallmark Cards
Local - Sq. Ft.:               16,600                 Local %: 20.91
Lease Information:             All tenants pay pro-rata share of CAM, taxes, and
                               insurance.


ANALYSIS
(1|2|3) *Source                            TOTAL $ AMOUNT         $ PER SF (GBA)
(S\A\P)         Potential Gross Income:           $689,320          $8.68
(A\E\F)         Vac & Credit Loss:                 $17,750          $0.22
                                                  --------          -----
(A\E\F)         Effec. Gross Income:              $671,570          $8.46
(A\E\F)         Less Expenses:                    $111,457          $1.40
                                                  --------          -----
(A\E\F)         Net Oper. Income                  $560,113          $7.05

================================================================================
Field 1:        S=Seller            B=Buyer                         A=Appraiser
Field 2:        A=Actual            E=Estimated
Field 3:        P=Prior Year        F=Year Following
================================================================================

INDICATORS OF VALUE:         Price Per SF (NRA):                      $73.68
                             PGIM:                                    8.49
                             EGIM:                                    8.71
                             R(o):                                    9.57%
                             Expense Ratio:                           16.60%



                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 54

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

SALE #4
Address/Location:                  North Hixson Marketplace
                                   Hixson Pike and Camp Columbus Road
                                   Chattanooga, TN
Grantor:                           North Hixson, L.L.C.
Grantee:                           Amberjack, Ltd.
Sale Date:                         03/04/1996
Sale Price:                        $4,760,000
Cash Equiv Price:                  $4,760,000
Terms:                             Cash to seller
Recorded:                          Unknown, Hamilton County
Verified With:                     Dick Schmalz with Grantor (205) 871-2617
Verified By:                       David Mullins, MAI, H.J. Porter & Associates
Date Verified:                     03/15/1996
Rights Conveyed                    Leased fee
Land Size:                         9.24 Acres
Access/Visibility:                 Average/Average
Highest & Best Use:                Neighborhood shopping center




                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 55

SALE #4 (CONTINUED)

Parking:                   405 Spaces      Parking Ratio: 5.88/1,000 sq. ft.
Building Size:             63,270 Sq. Ft. (NRA)
Land: Bldg Ratio:          6.4:1
Year Built:                1995
Condition:                 Good
Building
Description:               One story neighborhood shopping center with split
                           face block exterior walls and synthetic stucco on
                           steel stud canopy.

Anchors:                   Winn-Dixie (49,600 sq. ft. GBA and 44,000 sq. ft.
                           NRA) and Big B Drugs (8,470 sq. ft.)
Anchor - Sq. Ft.:          52,470                      Anchor %: 82.93
Local:                     Movie Gallery, Sally's Beauty, and other local
                           tenants
Local - Sq. Ft.:           10,800                      Local %: 17.07
Lease Information:         All tenants pay pro-rata share of CAM, taxes, and
insurance.


ANALYSIS
(1|2|3) *Source                               TOTAL $ AMOUNT      $ PER SF (GBA)
                                              --------------      --------------
(S\A\P)     Potential Gross Income:                $623,083           $9.85
(A\E\F)     Vac & Credit Loss:                      $13,057           $0.21
                                                   --------           -----
(A\E\F)     Effec. Gross Income:                   $610,026           $9.64
(A\E\F)     Less Expenses:                         $124,533           $1.97
                                                   --------           -----
(A\E\F)     Net Oper. Income:                      $485,493           $7.67

================================================================================

Field 1:       S=Seller              B=Buyer                        A=Appraiser

Field 2:       A=Actual              E=Estimated

Field 3:       P=Prior Year          F=Year Following
================================================================================

INDICATORS OF VALUE:    Price Per SF (NRA):               $75.23
                        PGIM:                             7.64
                        EGIM:                             7.80
                        R(o):                             10.20%
                        Expenses Ratio:                   20.41%


                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 56

SALES #4  (CONTINUED)

Remarks:       At the time of sale there were two vacant local shops containing
               2,400 sq. ft. Expense contribution included in PGI and local
               vacancy. Vacancy based on 10% of local shop income plus expense
               contributions. Expenses based on 4% management, excluding expense
               contributions, $1.59 for taxes, CAM, and insurance, plus $0.05
               for structural reserves. The estimated expenses were consistent
               with the Grantor's pro forma. Average local shop space rent for
               leased space was $10.45 per sq. ft.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 57

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

SALE #5
Address/Location:               Hillcrest Marketplace
                                Hillcrest Road at Grelot Road
                                Mobile, Alabama
Grantor:                        Hillcrest Marketplace, Ltd.
Grantee:                        Confidential
Sale Date:                      9/15/1997 (Proposed Closing Date)
Sale Price:                     $6,490,000
Cash Equiv Price:               $6,490,000
Terms:                          Cash to seller
Recorded:                       Sale Pending
Verified With:                  Scott Holcombe, Arlington Properties - Developer
                                (205) 328-9600
Verified By:                    Harris Hollans, H.J. Porter & Associates
Date Verified:                  04/02/1997
Rights Conveyed:                Leased fee
Land Size:                      12.49 Acres
Access/Visibility:              Good/Good
Highest & Best Use:             Neighborhood shopping center



                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 58

SALE #5 (CONTINUED)

Parking:                   359 Spaces       Parking Ratio: 4.63/1,000 sq. ft.
Building Size:             76,365 Sq. Ft.(NRA)
Land:Bldg Ratio            7.1:1
Year Built:                1997
Condition:                 Good
Building
Description:               Red brick veneer front over concrete block walls.
                           Reinforced concrete slab.  Single ply membrane
                           roof.  Raised seam metal and canvas awning.
Anchors:                   Winn-Dixie (51,282 sq. ft.) and Revco Drugs (9,240
sq. ft.)
Anchor - Sq. Ft.:          60,522            Anchor %: 79.25
Local:                     Typical national, regional, and local tenants
Local - Sq. Ft.:           15,843                      Local %: 20.75
Lease Information:         Winn-Dixie rent is $8.00 per sq. ft.; Revco rent is
                           $8.00 per sq. ft.; local tenant rents are $12.50
                           per sq. ft. Anchor expense contributions were
                           estimated at $0.99 per sq. ft. with local tenants
                           at $1.38 per sq. ft.


ANALYSIS
(1|2|3) (*)Source                            TOTAL $ AMOUNT      $ PER SF (GBA)
(S\A\P)        Potential Gross Income             $756,072           $9.90
(A\E\F)        Vac & Credit Loss:                  $17,613           $0.23
                                                   -------           -----
(A\E\F)        Effec. Gross Income:               $738,459           $9.67
(A\E\F)        Less Expenses:                     $112,823           $1.48
                                                  --------           -----
(A\E\F)        Net Oper. Income                   $625,636           $8.19

================================================================================
Field 1:          S=Seller                B=Buyer                A=Appraiser

Field 2:          A=Actual                E=Estimated

Field 3:          P=Prior Year            F=Year Following
================================================================================

INDICATORS OF VALUE:       Price Per SF (NRA)              $84.99
                           PGIM:                           8.58
                           EGIM:                           8.79
                           R(o):                           9.64%
                           Expense Ratio:                  15.28%



                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 59

SALE #5 (CONTINUED)

Remarks:       The total gross building area of the shopping center is 77,557
               sq. ft. Local tenant space was projected to be 100% leased prior
               to completion. The sale of the property was also negotiated prior
               to completion. Estimated completion date was July, 1997. There
               were five out-parcel lots at the center which were not included
               in the transaction. Significant site work was necessary for
               development. Estimated site work totalled $85,000 per acre.
               Out-parcels were marketed to Wendy's, New York Bagel, and Boston
               Market.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                               IMPROVED SALES MAP
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 60

The sales detailed above are compared and adjusted to the subject for pertinent
items of difference as:

<TABLE>
<CAPTION>
===============================================================================================================================
                                              SUMMARY OF IMPROVED SALES AND ADJUSTMENTS
===============================================================================================================================
Comp. Number                     Subject              #1               #2              #3                #4                  $5
- -------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>         <C>               <C>              <C>             <C>                 <C> 
Center Name                                 Vill @ Lorna           Vill @           Plaza      North Hixson            Hillcres+
                                                                    Moody          Center

Grantor                                      Lorna Prop.      FS Partners      Plaza, Ltd      North Hixson           Hill. Ltd

Grantee                                     Birm. Realty      Birm Realty      Amberjack.        Amberjack.                Conf
                                                                                      Ltd               Ltd

Cash Eq. Sale Price                          $11,200,000       $4,485,000      $5,850,000        $4,760,000          $6,490,000

Date of Sale                      8/6/97         5/26/96          2/14/96        12/21/94            3/4/96              7/1/97

Gross Leasable Area               25,350         141,444           60,800          79,400            63,270              76,365

Sale Price/Sq. Ft.                                $79.18           $73.77          $73.68            $75.23              $84.99

NOI                             $133,676      $1,107,768         $436,470        $560,113          $485,493            $625,636

NOI per Sq. Ft.                    $5.27           $7.83            $7.18           $7.05             $7.67               $8.19

EGIM                                                7.55             8.56            8.71              7.80                8.79
===============================================================================================================================
ADJUSTMENTS                                           #1               #2              #3                #4                  #5
- -------------------------------------------------------------------------------------------------------------------------------
Conditions of Sale                                Normal           Normal          Normal            Normal              Normal
                                                   $0.00            $0.00           $0.00             $0.00               $0.00

Market Conditions/Time 5.00%                       11.0%             7.4%           13.1%              7.1%                0.5%

Preliminary Adj. Price/Sq. Ft.                    $87.89           $79.21          $83.36            $80.59              $85.41
===============================================================================================================================
PHYSICAL DIFFERENCES                                  #1               #2              #3                #4                  #5
- -------------------------------------------------------------------------------------------------------------------------------
NOI Adjustment                                     -32.7%           -26.5%          -25.2%            -31.3%              -35.6%

Overall Adjustment                               ($25.87)         ($19.58)        ($18.60)            $23.53            ($30.29)
===============================================================================================================================
FINAL ADJUSTED PRICE/SQ. FT. OF BLDG              $62.02           $59.63          $64.75             $57.06             $55.12
===============================================================================================================================
</TABLE>

The sales were adjusted to the subject for the following items:

CONDITION OF SALE:  No adjustment indicated.

TIME:               Considers an increase of 5% per year based on analysis of
                    the overall capitalization rates of the comparable sales and
                    range of rates from the five methods considered in the
                    Income Approach.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 61

NET OPERATING INCOME:      The comparable sales were adjusted to the subject
                           based on the difference in net operating income. As
                           indicated in the following table, there is a direct
                           relationship between the sale price per square foot
                           and net operating income per square foot.

                           ===============================================
                           SALE NO.           SP/SQ. FT.       NOI/SQ. FT.
                           ===============================================

                              1                 $79.18            $7.83

                              2                 $73.77            $7.18

                              3                 $73.68            $7.05

                              4                 $75.23            $7.67

                              5                 $84.99            $7.64
                           ===============================================
                           Subject                NA              $5.27
                           ===============================================

                           The adjustment for NOI is based on the following
                           formula: the subject's NOI per square foot is
                           subtracted from the comparables estimated NOI per
                           square foot and the difference is divided by the
                           comparable's NOI per square foot.

The adjusted sales present an adjusted range of value from $55.12 to $64.75 per
square foot. Each of the sales was given relatively equal weight in the estimate
of value on a per sq. ft. basis. Based on these adjusted sales, the subject
property is valued by direct comparison as:


================================================================================
                       VALUE INDICATION - MARKET APPROACH
================================================================================
Price per Sq. Ft.:     25,350    Sq. Ft. x    $58.00   per Sq. Ft.=   $1,470,300

                                                       ROUNDED        $1,470,000

================================================================================



                                                  H.J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 62

The Effective Gross Rent Multipliers (EGIM) derived from the above sales are
highlighted as:

     =====================================================================
     Sale No.                    EGIM                       Expense Ratio
     =====================================================================

         1                       7.55                          25.30%

         2                       8.56                          16.70%

         3                       8.71                          16.60%

         4                       7.80                          20.40%

         5                       8.79                          15.28%

      Subject                     NA                           18.71%
     =====================================================================

The Effective Gross Income Multipliers of the four comparable sales range from
7.55 to 8.79. There is a direct correlation between operating expense ratios and
EGIM's. Sales 2, 3, and 5 have lower operating expense ratios; Sales 1 and 5
have higher operating expense ratios. As the subject's forecasted operating
expense ratio is 18.71 which is closer to Sales 2, 3 and 4, it would be
considered reasonable to assume it would have an EGIM near the higher end of the
range. The subject is part of a cross collateralized portfolio as discussed
previously and would enjoy the benefits of such an association hence, a EGIM
toward the higher end of the range would appear justified.

Based on these sales, the subject is valued by EGIM as:

================================================================================
                       VALUE INDICATION - MARKET APPROACH

Effective Gross Income Multiplier       $164,445  PGI x      8.75  =  $1,439,000
================================================================================

CONCLUSION

The two market indicators of value are correlated with greater weight given to
adjusted sale price per square foot for a value by Market Approach of
$1,460,000.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              63

RECONCILIATION AND FINAL VALUE ESTIMATE

Cost Approach ......................................................  $1,314,000

This approach is felt to be reliable, being based on a respected national cost
service's figures as well as actual cost of other centers and the Developer's
cost breakdown. The land value is based on commercial land sales from the
subject's market area and is felt to be well supported. However, this approach
does not mirror the actions of investors in properties similar to the subject.
Therefore, this approach is given little consideration in the final value
estimate.

Income Approach ....................................................  $1,485,000

This approach is felt to be most indicative of the subject's value. It best
reflects current and projected market conditions as they relate to the subject
and mirrors the actions of investors in today's market. Overall, this approach
is afforded greatest consideration and is supported by the Market Approach.

Market Approach ....................................................  $1,460,000

This approach is based on the most recent sales of other neighborhood shopping
centers and is reliant upon the direct sales comparison on a price per square
foot basis, and the effective income multiplier method. This approach is
afforded less consideration than the Income Approach.

Based on the value indications summarized above, we are of the opinion that the
subject's leased fee interest, has a market value, as of August, 6, 1997, of:

                ONE MILLION FOUR HUNDRED EIGHTY THOUSAND DOLLARS
                ------------------------------------------------
                                  ($1,480,000)


                   Divided As:       Improvements      $1,413,400
                                     Land              $   66,600
                                                       ----------
                                     Total             $1,480,000



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              64

                                  CERTIFICATION

We certify that, to the best of our knowledge and belief,...

1.   The statements of fact contained in this report are true and correct.

2.   The reported analyses, opinions, and conclusions are limited only by the
     reported assumptions and limiting conditions, and are our personal,
     unbiased professional analyses, opinions and conclusions.

3.   Neither party signing this report has a present or prospective interest in
     the property that is the subject of this report, nor do they have any
     personal interest or bias with respect to the parties involved.

4.   Our compensation is not contingent on an action or event resulting from the
     analyses, opinions, or conclusions in, or the use of, this report. Our
     compensation is not contingent upon the reporting of a predetermined value
     or direction in value that favors the cause of the client, the amount of
     the value estimate, the attainment of stipulated result, or the occurrence
     of a subsequent event.

5.   Our analyses, opinions, and conclusions were developed, and this report has
     been prepared, in conformity with the requirements of the Code of
     Professional Ethics and the Standards of Professional Practice of the
     Appraisal Institute, and the Uniform Standards of Professional Appraisal
     Practice as promulgated by the Appraisal Standards Board of the Appraisal
     Foundation.

6.   The use of this report is subject to the requirements of the Appraisal
     Institute and the Alabama Real Estate Appraisers Board relating to review
     by its duly authorized representatives.

7.   This assignment was made subject to regulations of the State of Alabama
     Real Estate Appraisers Board. The undersigned state certified appraiser has
     met the requirements of the board that allow this report to be regarded as
     a 'certified appraisal'.

8.   Howard J. Porter, Jr., MAl, CCIM, is currently certified under the
     continuing education program of the Appraisal Institute.

9.   Howard J. Porter, Jr., MAl, CCIM, has not made a personal inspection of the
     property that is the subject of this report.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                           CERTIFICATION - (CONTINUED)

10.  Glen E. Heinzelman, Associate, has made a personal inspection of the
     property that is the subject of this report.

11.  No one provided significant professional assistance to the persons signing
     this report.

12.  This appraisal assignment was not based on a requested minimum valuation, a
     specific valuation, or the approval of a loan.

13.  Based upon the foregoing investigations and analysis, it is our opinion
     that the subject property has a market value estimate as of August 6, 1997:

                ONE MILLION FOUR HUNDRED EIGHTY THOUSANDS DOLLARS
                -------------------------------------------------
                                  ($1,480,000)

/s/Howard J. Porter                            11/13/97
- ------------------------------------------     ---------
Howard J. Porter, Jr., MAI, CCIM               Date
Certified General Real Property Appraiser
Alabama Certificate #G51


/s/Glen E. Heinzelman                          
- ------------------------------------------     ---------
Glen E. Heinzelman, Associate                  Date
Licensed Real Property Appraiser
Alabama Certificate #L12


                                                  H.J. Porter & Associates, Inc.
<PAGE>

EXHIBITS
   Location Map ................................................. Facing Page 4
   Tax Map Segments ....................................... Facing Page 6 and 7
   State Map .................................................... Facing Page 9
   Site Plan ....................................................Facing Page 15
   Subject Photographs ..........................................Facing Page 16
   Land Sales Map ...............................................Facing Page 27
   Improved Sales Map ...........................................Facing Page 60

REAR EXHIBITS
   Korpacz Real Estate Investor Survey
   Assumptions and Limiting Conditions
   Qualifications
   State of Alabama Certification



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                              LEASE SUMMARY NO. 1.

Tenant:                        B.C. Moore & Son's, Inc.

Term:                          15 Years

Area:                          16,900 Sq. Ft.

Renewal Options:               One, five year option

Minimum Rent:                  $84,500 per year or $5.00 per Sq. Ft.

Percentage Rent:               2% of gross exceeding breakpoint

Expense Contributions:         Tenant pays pro-rata share of taxes, insurance, 
                               and common area maintenance.

Utilities:                     Paid by tenant

Repairs by  Landlord:          Common area and all structural repairs

Repairs by Tenant:             HVAC, plumbing, electrical, sewage, and interior
                               repairs

Parking:                       Not less than 4.5 spaces per 1,000 sq. ft. NRA

Subletting:                    Allowed with written permission from landlord

Subordination:                 Lease is fully subordinated.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               LEASE SUMMARY NO. 2

Tenant:                        Harco Drugs, Inc.

Term:                          15 Years

Area:                          8,450Sq. Ft.

Renewal Options:               Four, five year options

Minimum Rent:                  $63,375 per year or $7.50 per Sq. Ft.

Percentage Rent:               2% of gross exceeding breakpoint

Expense Contributions:         Tenant pays pro-rata share of taxes, insurance, 
                               and common area maintenance.

Utilities:                     Paid by tenant

Repairs by Landlord:           Common area and all structural repairs

Repairs by Tenant:             HVAC, plumbing, electrical, sewage, and interior
                               repairs

Parking:                       Not less than 4.5 spaces per 1,000 sq. ft. NRA

Subletting:                    Allowed with written permission from landlord

Subordination:                 Lease is fully subordinated.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

[KORPACZ - LETTERHEAD]

NATIONAL STRIP SHOPPING CENTER MARKET

The trend toward investors focusing on retail acquisitions continues this
quarter. They believe that since the prices of other property types have been
bid up, retail offers better relative values. "We're seeing the beginning of a
run up in retail again," says one participant. The major interest tends to be on
neighborhood and community centers.

     The optimum size of the ideal strip shopping center is 100,000 square feet
to 130,000 square feet, but investors will also consider larger properties,
especially if there is the potential to put in other anchor stores, such as
Marshall's or T.J. Maxx. Although buyers prefer not to have centers that are
smaller than 100,000 square feet, some portfolios may have centers as small as
70,000 square feet and as large as 200,000 square feet. "But there you have to
take good with bad," comments a participant. The supply of available strip
centers is plentiful, but it is hard to find those of optimum size that are
anchored by a market-dominant grocery store.

     The importance of the grocery anchor is based on its capability to generate
traffic in the center, which greatly enhances the landlord's ability to lease
the in-line stores. The traffic increases in-line store sales volume, which
mitigates the risk of ownership and provides the investor with the requisite
yield from such a center.

     The size of the grocery anchor is also significant in its competitive
position. Although the optimum size varies by market, in major metropolitan
areas between 50,000 square feet and 75,000 square feet is ideal. In smaller
markets a 40,000-square-foot store can be successful. However, the older
25,000-square-foot stores are considered functionally obsolete.

     Over the next 12 months, prices in the national strip shopping center
market are expected to remain stable or drop slightly. Survey participants put
the average decrease at 1.78%.

     Key indicators in the national strip shopping center market support the
expectation of stagnant values for the year. Again this quarter, the changes in
indicators are small. The average discount rate (IRR) increased 2 basis points
(see Table 7). This follows a 10-basis-point decrease last quarter.

     The average overall cap rate (OAR) decreased 1 basis point to 9.84%. Highly
desirable centers trade at cap rates between 8.00% and 10.00%, but most close at
cap rates between 10.00% and 11.00%.

     Strip shopping centers have long been perceived to pose higher investment
risk than regional malls, and both IRRs and going-in cap rates have reflected a
premium for the higher risk. In fourth quarter 1996, however for the first time
since we began tracking the national strip shopping center market in fourth
quarter 1991, the average IRR fell below the national regional mall market
average IRR. This quarter the rates are 11.55% and 11.75%, respectively.

     The strip shopping center OAR is still considerably higher than the
regional mall rate. The spread between the two had narrowed during 1996.
However, last quarter's 7-basis-point increase in the strip shopping center OAR
widened the gap again. The current OAR premium is 127 basis points. It was 173
one year ago. By comparison, the national power center OAR is 9.58%, 26 basis
points lower than the strip shopping center rate.

     Investors would like to acquire portfolios of neighborhood and community
shopping centers that are located in one region, thus presenting the opportunity
for management and leasing efficiencies. These are difficult to find, however,
and are priced at a premium.|_|


TABLE 7
NATIONAL STRIP SHOPPING CENTER MARKET
SECOND QUARTER 1997

<TABLE>
<CAPTION>
                                           CURRENT                  LAST                 YEAR
KEY INDICATORS                             QUARTER                QUARTER                AGO
================================     ===================     ================      ===============
Discount Rate (IRR)(a)
================================     ===================     ================      ===============
<S>                                     <C>                     <C>                  <C>      
RANGE                                   10.00%-14.00%          10.00%-14.00%        10.00%-14.00%
AVERAGE                                    11.55%                  11.53%               11.74%
CHANGE(Basis Points)                         --                      +2                  -19

================================     ===================     ================      ===============
Overall Cap Rate (OAR)(a)
================================     ===================     ================      ===============
RANGE                                   8.25%-13.00%            8.25%-13.00%         8.25%-13.00%
AVERAGE                                     9.84%                  9.85%                9.90%
CHANGE (Basis Points)                        --                      -1                   -6

================================     ===================     ================      ===============
Market Rent Change Rate(b)
================================     ===================     ================      ===============
RANGE                                    0.00%-6.00%            0.00%-6.00%          0.00%-6.00%
AVERAGE                                     2.83%                  2.73%                2.60%
CHANGE (Basis Points)                        --                     +10                  +23

================================     ===================     ================      ===============
Expense Change Rate(b)
================================     ===================     ================      ===============
RANGE                                    0.00%-5.00%            0.00%-5.00%          2.00%-5.00%
AVERAGE                                     3.58%                  3.67%                3.99%
CHANGE (Basis Points)                        --                      -9                  -41

================================     ===================     ================      ===============
Residual Cap Rate
================================     ===================     ================      ===============
RANGE                                   8.25%-12.00%            8.25%-12.00%         8.25%-13.50%
AVERAGE                                     9.92%                  9.92%                10.13%
CHANGE (Basis Points)                        --                      0                   -21
</TABLE>

a.   Rate on unleveraged, all-cash transactions
b.   Initial rate of change

12==============================================================================
<PAGE>

                        [CTE ENVIRONMENTAL - LETTERHEAD]

                                                               December 28, 1994

First Alabama Bank
P.O. Box 511
Montgomery, Alabama 36134-0511
Attn: Mr. Spencer Knight

Newton, Oldacre & McDonald
725 East Main Street
Prattville, Alabama 36067
Attn: Mr. Tom Newton

Re:  Site Assessment/Review
     Winn Dixie/Harco Drugs Shopping Center
     Opp, Alabama

Gentlemen;

     CTE Environmental has completed the requested site visit and environmental
report review of the Phase 1 Environmental Assessment conducted jointly by
Associated Testing Laboratory and Gallett & Associates, Inc.

     The purpose of this letter is to verify that the previously mentioned
report is still valid and that, since March 25, 1992, no environmental hazards
have been introduced onto the site or adjacent sites.

     Our investigation began with a review of the existing site through a
personal visit by our engineer. The site has changed in physical appearance
since 1992. Many cubic yards of soil has been excavated and hauled away from the
site to prepare the construction site for a future Winn Dixie and Harco Drugs
Store. The preparation of the site has improved the overall environmental issue
since any potential surface contaminant has been removed leaving bare,
undisturbed earth. No off-site soils have been used at the site.

     The parcel of land to the Northwest at the intersection of Perry Store Road
and U.S. Highway 331 is now occupied by a new Burger King Restaurant. A new
McDonald's Restaurant occupies the lot to the Southwest of the Winn Dixie parcel
and across U.S. 331.

     All other references in the report of 1992, are basically correct as to
surrounding properties with the exception of the Independant Service Station to
the Southeast of the site. It could no longer be located.

                                                                      2821      
                                                                Chestnut Street
                                                                   Montgomery
                                                                    Alabama
                                                                     36107
                                                                 (205) 834-4719
                                                                 P.O. Box 6325
                                                                     36106
                                                        
                        
<PAGE>

Winn Dixie/Harco, Opp, AL
December 28, 1994
Page 2

     State, County, and local files remain free of site related environmental
concerns. The Tom Thumb Amoco Convenience Store is currently registered on the
Alabama Department of Environmental Management Trust Fund Program (a State
Insurance program). No reported leaks or spills have occurred at this site. The
store is in basic compliance with Federal and State laws at this time.

     Other paragraphs contained in the Associated Testing/Gallet & Associates
report concerning the Geology, Hydrogeology, Property Ownership, and Aerial
Photographs have not changed and are still applicable to a current sale of the
property.

     It is our opinion that the site is environmentally clear of contamination.
Our survey is the result of conditions at the site on the date of this report
and does not extend to contamination introduced at a later date by other
parties.

Very Truly yours;
CTE Environmental

/s/Jerry W. Gilbert
- -----------------------
Jerry W. Gilbert, P.E.
President

Attachment

cc: Ruston, Stakely, Johnson & Garrett
    P.O. Box 270
    Montgomery, Alabama 36101-0270
    Attn: Mr. Jesse Williams, Attorney

                                                          [SEAL]
<PAGE>

               [ASSOCIATED TESTING LABORATORY, INC. - LETTERHEAD]

                                 Montgomery, AL

                            PRELIMINARY ENVIRONMENTAL

                            SITE ASSESSMENT (PHASE I)

                             WINN DIXIE /HARCO DRUGS

                                 SHOPPING CENTER

                                  OPP, ALABAMA

                                  JOB # 92-172


                                                 Prepared For:

                                                 NEWTON DEVELOPMENT CORP

                                                 725 East Main Street

                                                 Prattville, Alabama
<PAGE>

                       ASSOCIATED TESTING LABORATORY, INC.
                                 P.O. Box 250954
                            Montgomery, AL 36125-0954

PHONE: (205) 834-9861                                        3029 Fairwest Place
Voice Beeper 269-7361             March 25, 1992            Montgomery, AL 36108

NEWTON DEVELOPMENT CORP.
725 East Main Street
Prattville, Alabama 36067

Attn: Mr Tom Newton

Re:       Preliminary Environmental Site Assessment (Phase I)
          Winn Dixie/Harco Drugs Shopping Center
          Opp, Alabama

Dear Mr Newton:

ASSOCIATED TESTING LABORATORY, INC. AND GALLETT & ASSOCIATES, INC. jointly
have completed the authorized environmental site assessment for above
referenced site. This report describes our study and presents our findings.

The site was inspected by an ATL Engineering Technician for the purpose of
evaluating any past or present environmental liabilities which may be associated
with the present ownership of the subject property and with the surrounding
area. In addition, regulatory and historical information was reviewed to
determine past site conditions and usage.

Specifically, potential enviromental liabilities which were addressed in this
study include: local past and present waste disposal practices, presence of
underground storage tanks or electrical equipment, unusual storage conditions,
and stressed vegitation growth.

Based on our inspection and data review, we found no evidence to suggest the
presendence of hazardous materials or the past disposal of hazardous materials
on the site.

We appreciate the opportunity to be of service to you on this project. If you
have any questions pertaining to this report or if we may be of service to you
in the future, please do not hesitate to contact us.

Very truly yours,

/s/H.W. Carr, Jr.                                      /s/William W. Cooch
- ---------------------------------                      ------------------------
ASSOCIATED TESTING LABORATORY, INC.                    GALLET & ASSOCIATES, INC.

H.W. Carr, Jr.                                         William W. Cooch
President                                              Manager, Environmental
                                                       Services


                        Materials Testing and Inspection
            Environmental Site Studies / Geo Technical Investigations
<PAGE>

                                                 TABLE OF CONTENTS


<TABLE>
1.0       INTRODUCTION

<S>      <C>                                                                                              <C>
         1.1      PURPOSE, SCOPE, AND AUTHORIZATION.......................................................

         1.2      INFORMATION SOURCES.....................................................................

2.0      SITE DESCRIPTION.................................................................................

3.0      GEOLOGY AND HYDROGEOLOGY AND SUBSURFACE INVESTIGATION............................................

         3.1      GEOLOGY.................................................................................

         3.2      HYDROGEOLOGY............................................................................

         3.3      GEOTECHNICAL INVESTIGATION RESULTS......................................................

4.0      ASSESSMENT PROCEDURES............................................................................

         4.1      PROPERTY OWNERSHIP RECORDS REVIEW.......................................................

         4.2      GOVERNMENT REGULATORY/EMERGENCY RESPONSE RECORDS REVIEW

         4.3      AERIAL PHOTOGRAPH REVIEW................................................................

         4.4      INTERVIEWS..............................................................................

         4.5      WALKING SURVEY..........................................................................

5.0      SUMMARY AND CONCLUSIONS..........................................................................

6.0      QUALIFICATIONS...................................................................................
</TABLE>


                                    APPENDIX

        PLATE #1SITE       LOCATION MAP
        
        PLATE #2           SITE PHOTOGRAPHS
        
        PLATE #3           BOREING LOCATIONS
        
<PAGE>

                                1.0 INTRODUCTION


1.1  PURPOSE, SCOPE AND AUTHORIZATION

     The purpose of this assessment was to investigate potential liabilities
associated with the site and/or surrounding property. The scope of our study
included review of available information and records, visual inspection of the
site and surrounding property, and preparation of this report. This work was
authorized by Mr. Tom Newton, NEWTON DEVELOPMENT CORP., 725 E. Main Street,
Prattville, Alabama.

1.2  INFORMATION SOURCES

     Research of land use and environmental conditions of the site and
surrounding property included utilization of the following sources:

(1)  Geological and hydrogeological information obtained from publications of
     Geological Survey of Alabama.

(2)  Records of past ownership obtained from Title Information prepared by Mr.
     Mark Murphy, MURPHY, MURPHY & BUSH, 5 E. Court Square, Andalusia, Alabama,
     Attorneys.

(3)  United States Environmental Protection Agency (EPA) National Priority List
     (NPL) of known environmentally contaminated sites which will be or are
     receiving federal assistance in remediation.
<PAGE>

(4)  United States Environmental Protection Agency (EPA) Comprehensive
     Environmental Response, Compensation and Liability List (CERCLIS) of sites
     suspected to contain contamination.

(5)  United States Environmental Protection Agency (EPA) Hazardous Waste Data
     Management System (HWDMS) List of facilities involved in the treatment,
     storage and disposal of hazardous waste.

(6)  United States Environmental Protection Agency (EPA) Facility Index System
     (FINDS) List of sites or facilities subject to EPA regulations.

(7)  1975 aerial photographs of the study area examined at Covington County
     Mapping Office and 1985 aerial photographs examined at USDA Soil
     Conservation Service, Andalusia, Alabama.

(8)  Personal interviews with the following:

     a.   Mr. Lawrence Bowden, Deputy Director of State of Alabama Emergency
          Management Agency

     b.   Mr. Gary Morrison, Covington County Director of Emergency Management

     c.   Mr. G. Waltney, Opp Fire Chief, Opp, Alabama

     d.   Mr. Charles McGowan, Opp Utilities Board

     e.   Mr. Rick Moore, Amoco Oil Co. Distributor, owner of adjacent property

     f.   Mr. Breedlowe, OPP BUILDING MATERIALS, current owner of property

     g.   Mr. Rigas Logiotatos, owner of adjacent property including service
          station.
<PAGE>

(9)  A walking survey and inspection of the site and surrounding area by an ATL
     professional.


2.0  SITE DESCRIPTION

     STATE OF ALABAMA
     COVINGTON COUNTY

     Tract No. 1 Description

     Commence at the Southwest corner of the Southeast 1/4 of the Southeast 1/4
     of Section 28, Township 4 North, Range 18 East, Covington County, Alabama,
     said point being the point of beginning.

     Thence North 00 degrees 09' 54" East a distance of 470.70 feet to an iron
     pin lying on the South right-of-way line of Perry Store Road; thence along
     said South right-of-way line South 84 degrees 55' 00" East a distance of
     210.00 feet to an iron pin; thence leaving said right-of-way line South 00
     degrees 14' 22" West a distance of 679.33 feet to an iron pin; thence.
     North 85 degrees 16' 12" West a distance of 209.01 feet to an iron pin;
     thence North 00 degrees 09' 54" East a distance of 210.00 feet to an iron
     pin and the point of beginning; said Tract No. 1 lying in the Southeast 1/4
     of the Southeast 1/4 of Section 28, and the Northeast 1/4 of the Northeast
     1/4 of Section 33, Township 14 North, Range 18 East, Covington County,
     Alabama and containing 3.26 acres, more or less.


     STATE OF ALABAMA 
     COVINGTON COUNTY

     Tract No. 2 Description

     Commence at the Southwest corner of the Southeast 1/4 of the Southeast 1/4
     of Section 28, Township 4 North, Range 18 East, Covington County, Alabama,
     said point being the point of beginning.

     Thence North 89 degrees 57' 06" West a distance of 163.66 feet to an iron
     pin lying on the East right-of-way line of U.S. Highway 331; thence along
     said East right-of-way line North 13 degrees 26' 41" West a distance of
     55.70 feet to an iron pin and P.C. of a curve to the left; thence along the
     chord bearing of said curve to the left North 23 degrees 19' 53" West a
     chord distance of
<PAGE>

     249.58 feet to an iron pin lying on the East right-of-way line of U.S.
     Highway 331; thence leaving said right-of-way line North 54 degrees 25' 00"
     East a distance of 42.24 feet to an iron pin; thence North 04 degrees 06'
     00" West a distance of 97.50 feet to an iron pin; thence North 08 degrees
     25' 00" West a distance of 89.71 feet to an iron pin lying on the South
     right-of-way line of Perry Store Road; thence along said right-of-way line
     South 84 degrees 55' 00" East a distance of 263.60 feet to an iron pin;
     thence leaving said right-of-way line South 00 degrees 09' 54" West a
     distance of 470.70 feet to an iron pin and the point of beginning, said
     Tract No. 2 lying in the Southwest 1/4 of the Southeast 1/4 of Section 28,
     Township 4 North, Range 18 East, covington County, Alabama and containing
     2.51 acres, more or less.

3.1  GEOLOGY

     The project site is underlain by Residuum, which consists of white to
moderate reddish-orange sandy clay and clay with scattered layers of gravelly
medium to coarse sand, fossiliferous chert and limestone boulders, and limonitic
sand masses. The Residuum was derived from the solution and collapse of
limestone in the Jackson Group and Oligocene Series and the slumping of Miocene
sediments.

3.2  HYDROGEOLOGY

     The site slopes from east to west generally with a drainage slough running
along the south property line. The north side is bounded by Perry Store Road. A
drainage swell runs between survey site and small parcel on northwest corner.
<PAGE>

3.3  GEOTECHNICAL INVESTIGATION REPORT

     There was a Geo-Technical Study made for the proposed Shopping Center
performed by ASSOCIATED TESTING LABORATORY, INC., on June 17, 1991. A review of
this report does not indicate the presence of any contamination on the site.

                           4.0 ASSESSMENT PROCEDURES

4.1  PROPERTY OWNERSHIP REVIEW

     The study site is currently owned by OPP BUILDING & SUPPLY INC. which has
owned the site since 1977. Ownership of a portion of the property came from J.
M. Breedlowe Estate while another portion of the property was acquired from
Marie Helms who obtained her portion of the property from Helms, Reiser &
Williams in 1900. This information does not indicate any commercial use of the
property even though present owner is a business firm. The adjoining property is
a mixture of undeveloped farm land, residential and commercial property with one
light manufacturing business (textile) within 1/2 mile of site.

4.2  GOVERNMENT REGULATORY/EMERGENCY RESPONSE RECORDS REVIEW

     Following are the pertinent data obtained from the government
regulatory/emergency response records:
<PAGE>

(1)  EPA NPL List - No NPL sites listed in Opp within one-half mile of the study
     site.

(2)  EPA CERCLIS List - No CERCLIS sites listed in Opp within one-half mile of
     the study site.

(3)  EPA HWDMS List - HWDMS lists no sites in Opp within one-half mile of the
     study site.

(4)  Facilities located within one-half mile of the study site which are not
     currently shown on EPA HWDMS and FINDS Lists that may generate
     contaminants:

     a.   TOM THUMB AMOCO CONVENIENCE STORE adjacent to southeast corner of site

     b.   INDEPENDENT SERVICE STATION adjacent to southeast corner of site

     c.   HELMS OIL CO. (TEXACO DISTRIBUTOR) west of site 1/4 mile on north side
          of Highway 331 South

     d.   FINA OIL CO. DISTRIBUTOR west of site 1/4 mile on south side of
          Highway 331 South

4.3  AERIAL PHOTOGRAPH REVIEW

     Aerial photographs taken in 1975 on file at the Covington County Mapping
Office and photographs taken in 1985 on file at USDA Soil Conservation Service,
Andalusia, Alabama, were examined and no indication of any widespread dumping of
contaminants was found either on the site or the surrounding property.
<PAGE>

4.4  WALKING SURVEY

     The project site is located in the southeast quadrant of U.S. 331 and Perry
Store Road in Opp, Alabama. The site generally slopes from east (E1 325) to west
(E1-295).

     Proposed for construction is a Winn Dixie and Harco Drugs along with
smaller retail shops and associated parking and drive areas. The site is bounded
on the east by undeveloped farm land, residential and commercial property. On
the south is an Amoco Service Station adjacent to the southwest corner and
commercial and residential property. The west is bounded by Highway 331 South
and commercial property. On the north is undeveloped land, residential and
commercial property. Adjacent to the site at the northwest corner is an
independent service station and other small commercial sites. Further to the
west is a small textile manufacturing facility as well as two oil company
distributors with above ground storage tanks. Our investigation did not indicate
the presence of any contamination on the site or on the adjoining property.

5.0  SUMMARY CONCLUSION

     The site location, as described in Section 4.4 above, in Opp, Alabama was
evaluated for environmental liabilities in a Phase I Environmental Site
Assessment at the request of Mr. Tom Newton of NEWTON DEVELOPMENT CORP., 725
East Main Street, Prattville, Alabama. The evaluation was
<PAGE>

accomplished by maps, aerial photographs, historical data, by reviewing
pertinent environmental regulatory records, personal interviews and a physical
inspection of the site and surrounding areas. Our evaluation focused on
potential liabilities associated with the past and present usage.

     Personal property owners of adjacent service stations state that there have
been no spills on their property and that the underground storage tanks are
checked for leaks as directed by ADEM and the tanks are in compliance with
current ADEM Regulations.

     Based on this assessment, we have found no evidence to suggest that the
subject property or the surrounding properties were used for hazardous waste
disposal or for industrial purposes nor that any environmentally regulated or
investigated sites have adversely affected the site, thereby making it
unnecessary to perform further investigation (Phase II Study).

6.0  QUALIFICATIONS

     Our evaluation of the environmental conditions at this site is based on the
previously available information and the data obtained during research and field
study. These services have been performed in accordance with generally accepted
standards of performance for this level of assessment. Our conclusions are
limited to the surface conditions only and the subsurface soil and/or
groundwater
<PAGE>

concerning contamination from hazardous substances are unknown.

     ATL is not responsible for the conclusions or opinions made by others based
on the findings of this report.
<PAGE>

WINN-DIXIE/HARCO DRUG SHOPPING CENTER                                  PLATE # 1

SITE LOCATION MAP




                               [GRAPHICS OMITTED]
                                  VICINITY MAP
<PAGE>

WINN DIXIE/HARCO DRUGS SHOPPING CENTER                                 PLATE # 2

                               [GRAPHICS OMITTED]
                                 [PHOTOGRAPHS}

             
<PAGE>

WINN-DIXIE/HARCO DRUG SHOPPING  CENTER                                 PLATE # 3


                               [GRAPHICS OMITTED]
                             BOREING LOCATION PLAN
<PAGE>

                               [GRAPHICS OMITTED]
                                 [PHOTOGRAPHS}
<PAGE>

                               [GRAPHICS OMITTED]
                                 [PHOTOGRAPHS}
<PAGE>

                               [GRAPHICS OMITTED]
                                 [PHOTOGRAPHS}
<PAGE>

                               [GRAPHICS OMITTED]
                                 [PHOTOGRAPHS}
<PAGE>

                               LEASE SUMMARY NO. 1

Tenant:                            B.C. Moore & Son's, Inc.

Term:                              15 Years

Area:                              16,900 Sq. Ft.

Renewal Options:                   One, five year option

Minimum Rent:                      $84,500 per year or $5.00 per Sq. Ft.

Percentage Rent:                   2% of gross exceeding breakpoint

Expense Contributions:             Tenant pays pro-rata share of taxes,
                                   insurance, and common area maintenance.

Utilities:                         Paid by tenant

Repairs by Landlord:               Common area and all structural repairs

Repairs by Tenant:                 HVAC, plumbing, electrical, sewage, and
                                   interior repairs

Parking:                           Not less than 4.5 spaces per 1,000 sq.
                                   ft. NRA

Subletting:                        Allowed with written permission from
                                   landlord

Subordination:                     Lease is fully subordinated.
<PAGE>

                               LEASE SUMMARY NO. 2

Tenant:                            Harco Drugs, Inc.

Term:                              5 Years

Area:                              8,450Sq. Ft.

Renewal Options:                   Four, five year options

Minimum Rent:                      $63,375 per year or $7.50 per Sq. Ft.

Percentage Rent:                   2% of gross exceeding breakpoint

Expense Contributions:             Tenant pays pro-rata share of taxes,
                                   insurance, and common area maintenance.

Utilities:                         Paid by tenant

Repairs by Landlord:               Common area and all structural repairs

Repairs by Tenant:                 HVAC, plumbing, electrical, sewage, and
                                   interior repairs.

Parking:                           Not less than 4.5 spaces per 1,000 sq. ft. 
                                   NRA

Subletting:                        Allowed with written permission from landlord

Subordination:                     Lease is fully subordinated.
<PAGE>

                       ASSUMPTIONS AND LIMITING CONDITIONS


1.   COPIES, PUBLICATION, DISTRIBUTION, USE OF REPORT:

     Possession of this report or any copy thereof does not carry with the right
     of publication, nor may it be used for other than its intended use. The
     report may not be used for any purpose by any persons or corporation other
     than the client or the party to whom it is addressed or copied without the
     written consent of the appraiser, and then only in its entirety.

     Neither all nor any part of the contents of this report shall be conveyed
     to the public through advertising, public relations efforts, news, sales,
     or other media, without the written consent and approval of the appraiser,
     nor may any reference be made in such a public communication to the
     Appraisal Institute or the MAI designation.

2.   CONFIDENTIALITY:

     The appraiser may not divulge the material (evaluation) contents of the
     report, analytical findings or conclusions, or give a copy of the report to
     anyone other than the client or his designee as specified in writing except
     as may be required by the Appraisal Institute as they may request in
     confidence for ethics enforcement, or by a court of law or body with the
     power of subpoena.

     This appraisal is to be used only in its entirety and no part is to be used
     without the whole report. All conclusions and opinion concerning the
     analysis are set forth in the report and were prepared by the Appraiser
     whose signature appears on the appraisal report, unless indicated as
     "Review Appraiser". No change of any item in the report shall be made by
     anyone other than the Appraiser and/or officer of the firm. The Appraiser
     and firm shall have no responsibility if any such unauthorized change is
     made.

3.   INFORMATION USED:

     No responsibility is assumed for accuracy of information furnished by or
     from others, the client, his designee, or public records. We are not liable
     for such information or the work of possible subcontractors. The comparable
     data relied upon in this report has been confirmed with one or more parties
     familiar with the transaction or from affidavit; all are considered
     appropriate for inclusion to the best of our factual judgement and
     knowledge.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

4.   TESTIMONY, CONSULTATION, COMPLETION OF CONTRACT FOR APPRAISAL SERVICES:

     The contract for appraisal, consultation or analytical service, are
     fulfilled and the total fee payable upon completion of the report. The
     appraiser or those assisting in the preparation of the report will not be
     asked or required to give testimony in court or hearing because of having
     made the appraisal, in full or in part, nor engage in post appraisal
     consultation with client or third parties except under separate and special
     arrangement and at additional fee.

5.   EXHIBITS:

     The sketches and maps in this report are included to assist the reader in
     visualizing the property and are not necessarily to scale. Various photos,
     if any, are included for the same purpose and are not intended to represent
     the property in other than actual status, as of the date of the photos.
     Site plans are not surveys unless shown from separate surveyor.

6.   LEGAL, ENGINEERING, FINANCIAL, STRUCTURAL, OR MECHANICAL NATURE HIDDEN
     COMPONENTS, SOIL:

     No responsibility is assumed for matters legal in character or nature, nor
     matters of survey, nor of any architectural, structural, mechanical, or
     engineering nature. No opinion is rendered as to the title, which is
     presumed to be good and merchantable. The property is appraised as if free
     and clear, unless otherwise stated in particular parts of the report.

     The legal description is assumed to be correct as used in this report as
     furnished by the client, his designee, or as derived by the appraiser.

     The appraiser has inspected as far as possible, by observation, the land
     and the improvements thereon; however it was not possible to personally
     observe conditions beneath the soil or structural, or other components. We
     have not critically inspected mechanical components within the improvements
     and no representations are made herein as to these matters unless
     specifically stated and considered in the report. The value estimate
     considers there being no such conditions that would cause a loss of value.
     The land or the soil of the area being appraised firm, however subsidence
     in the area is unknown. The appraiser does not warrant against this
     condition or occurrence of problems arising from soil conditions.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

     The appraisal is based on there being no hidden, unapparent, or apparent
     conditions of the property site, subsoil, or responsibility is assumed for
     any such conditions or for any expertise or engineering to discover them.
     All mechanical components are assumed to be in operable condition and
     status standard for properties of the subject type. Conditions of heating,
     cooling, ventilating, electrical and plumbing equipment is considered to be
     commensurate with the condition of the balance of the improvements unless
     otherwise stated. No judgement is made as to adequacy of insulation, type
     of insulation, or energy efficiency of the improvements or equipment.

7.   RELATING TO THE AMERICAN WITH DISABILITIES ACT:

     The Americans with Disabilities Act ("ADA") became effective January 26,
     1992. The appraisers have not made a specific compliance survey and
     analysis of this property to determine whether or not it is in conformity
     with the various detailed requirements of the ADA. It is possible that a
     compliance survey of the property together with a detailed analysis of the
     requirements of the ADA could reveal that the property is not in compliance
     with one or more of the requirements of the Act. If so, this fact could
     have a negative effect upon the value of the property. Since there is no
     direct evidence relating to this issue, possible non-compliance with the
     requirements of ADA in estimating the value of the property has not been
     considered.

8.   LEGALITY OF USE:

     The appraisal is based on the premise that, there is full compliance with
     all applicable federal, state and local environmental regulations and laws
     unless otherwise stated in the report; further that all applicable zoning,
     building, and use regulations and restrictions of all types have been
     complied with unless otherwise stated in the report; further, that all
     applicable zoning, building, and use regulations and restrictions of all
     types have been complied with unless otherwise stated in the report;
     further, it is assumed that all required licenses, consents, permits, or
     other legislative or administrative authority, local, state, federal and/or
     private entity or organization have been or can be obtained or renewed for
     any use considered in the value estimate.

9.   COMPONENT VALUES:

     The distribution of the total valuation in this report between land and
     improvements applies only under the existing program of utilization. The
     separate valuations for land and building must not be used in conjunction
     with any other appraisal and are invalid if so used.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

               ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

10.  AUXILIARY AND RELATED STUDIES:

     No environmental or impact studies, special market study or analysis,
     highest and best use analysis study or feasibility study has been requested
     or made unless otherwise specified in an agreement for services or in the
     report. The appraiser reserves the unlimited right to alter, amend, revise
     or rescind any of the statements, findings, opinions, values, estimates, or
     conclusions upon any subsequent study or analysis or previous study or
     analysis subsequently becoming known to him.

11.  DOLLAR VALUES, PURCHASING POWER:

     The market value estimated, and the costs used, are as of the date estimate
     of value. All dollar amounts are based on the purchasing power and price of
     the dollar as of the date of the value estimate.

12.  INCLUSIONS:

     Furnishings and equipment of business operations except as specifically
     indicated and typically considered as a part of real estate, have been
     disregarded with only the real estate being considered in the value
     estimate unless otherwise state.

13.  PROPOSED IMPROVEMENTS, CONDITIONED VALUE:

     Improvements proposed, if any, on or off-site, as well as any repairs
     required are considered, for purpose of this appraisal to be completed in
     good and workmanlike manner according to information submitted and/or
     considered by the appraiser. In cases of proposed construction, the
     appraisal is subject to change inspection of property after construction is
     completed. This estimate of market value is as of the date shown, as
     proposed, as if completed and operating at levels shown and projected.

14.  VALUE CHANGE, DYNAMIC MARKET, INFLUENCES:

     The estimated market value is subject to change with market changes over
     time; value is highly related to exposure, time, promotional effort, terms
     motivation, and conditions surrounding the offering. The value estimate
     considers the productivity and relative attractiveness of the property
     physically and economically in the marketplace. The "Estimate of Market
     Value" in the appraisal report is not based in whole or in part upon the
     race, color or national origin of the present owners or occupants of the
     properties in the vicinity of the property appraised.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

     In cases of appraisals involving the capitalization of income benefits, the
     estimate of market value is a reflection of such benefits and appraiser's
     interpretation of income and yields and other factors derived from general
     and specific market information. Such estimates are as of the date of the
     estimate of value; they are thus subject to change if the market is
     naturally dynamic.

15.  MANAGEMENT OF THE PROPERTY:

     It is assumed that the property which is the subject of this report will be
     under prudent and competent ownership and management; neither inefficient
     nor super efficient.

16.  CONTINUING EDUCATION CURRENT:

     The Appraisal Institute conducts a voluntary program of continuing
     education for its designated members. MAIs and RMs who meet the minimum of
     this program are awarded periodic certification. I am currently certified
     under the Appraisal Institute Voluntary Continuing Education Program.

17.  FEE:

     The fee for this appraisal or study is for the service rendered and not for
     the time spent on the physical report.

18.  AUTHENTIC COPIES:

     The authentic copies of this report are signed in blue ink. Any copy that
     does not have an original signature is unauthorized and may have been
     altered.

19.  HAZARDOUS MATERIALS:

     Unless otherwise stated in this report, the appraiser signing this report
     has no knowledge concerning the presence of urea-formaldehyde foam
     insulation or asbestos containing material in existing improvements; if
     such materials are present the value of the property may be adversely
     affected and reappraisal at additional cost necessary to estimate the
     effects of such material.

20.  Unless otherwise noted within the attached report, there are no items of
     FF&E included in the reported value. Any equipment included with the
     property in the value are only those items that are considered as an
     integral part of the realty, even though technically they could be legally
     considered as personalty.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

21.  NOTE:

     ACCEPTANCE OF, AND/OR USE OF, THIS APPRAISAL REPORT CONSTITUTES ACCEPTANCE
     OF THE ABOVE CONDITIONS.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                           PROFESSIONAL QUALIFICATIONS
                                       OF
                               GLEN E. HEINZELMAN


CURRENT STATUS

Glen E. Heinzelman is involved in the appraisal of and consulting with owners of
income producing real estate. He is an Associate Appraiser with H. J. Porter &
Associates, Inc. with offices located at:


                           H. J. Porter & Assoc., Inc.
                           631 Stage Road/P.O. Box 28
                                Auburn, AL 36830
                                  (205)826-8682

                       H. J. Porter & Assoc. of Birmingham
                        #14 Office Park Circle Suite 230
                              Birmingham, AL 35223
                                 (205) 871-3600

                       H. J. Porter & Assoc. of Montgomery
                               235 S. Court Street
                              Montgomery, AL 36104
                                 (205) 262-8331
                                


PROFESSIONAL AFFILIATIONS

Mr. Heinzelman is an MAI candidate for membership in the Appraisal Institute;
Candidate No. M-921950.
Alabama Licenced Real Property Appraiser - Certificate No. L12
Georgia Licenced Real Property Appraiser - Certificate No. 6165
Licenced Real Estate Salesperson - State of Alabama

PROFESSIONAL EDUCATION STATUS

These courses include:

Course                         Sponsor                  Location
- ------                         -------                  --------
Real Estate Appraisal          AIREA                    Arizona State University
Principles
Basic Valuation Procedures     AIREA                    Arizona State University
Capitalization Theory &        AIREA                    Arizona State University
Techniques
Advanced Capitalization        Appraisal Institute      Birmingham, Alabama
USPAP Parts A & B              Appraisal Institute      Birmingham, Alabama
Advanced Applications          Appraisal Institute      Tuscaloosa, Alabama
Report Writing & Valuation     Appraisal Institute      Plano, Texas
Analysis

Mr. Heinzelman has also taken various seminars offered by the AIREA, IR/WA, and
others.

PROFESSIONAL EXPERIENCE

The scope of Mr. Heinzelman's experience includes the appraisal of commercial,
multi-family residential, industrial, farm, condemnation, special use
properties, marketability, feasibility, and reuse analysis, appraisal review,
and consulting. Geographic areas of experience include the States of Alabama,
Arizona, California, Florida, Georgia, Mississippi, Nevada, and Tennessee.
Qualified as expert witness in Federal and Circuit Courts in the States of
Arizona, California, and Nevada.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                           PROFESSIONAL QUALIFICATIONS
                                       OF
                        HOWARD J. PORTER, JR., MAI, CCIM

CURRENT STATUS

Howard J. Porter, Jr., is involved in the appraisal of and consulting with
owners of income producing real estate. He is President of H J Porter &
Associates, Inc. with offices located at:

                           H. J. Porter & Assoc., Inc.
                           631 Stage Road/P.O. Box 28
                                Auburn, AL 36830
                                  (205)826-8682

                       H. J. Porter & Assoc. of Birmingham
                        #14 Office Park Circle Suite 230
                              Birmingham, AL 35223
                                 (205) 871-3600

                       H. J. Porter & Assoc. of Montgomery
                               235 S. Court Street
                              Montgomery, AL 36104
                                 (205) 262-8331

PROFESSIONAL AFFILIATIONS

Mr. Porter is a member of the Appraisal Institute and holds the MAI Designation
(Certificate Number 5924). He has served as a member of the SREA Young Advisory
Council (1977 & 1978). He served as President of the Birmingham SREA Chapter
#106 (1983) and the Montgomery SREA Chapter #127 as President (1986-1987). He is
a Realtor(R) Member and past Vice-President of the Lee County Association of
Realtors(R), Lee County, AL. He holds the CCIM designation conferred by the
Commercial Investment Real Estate Council of the National Association of
Realtors(R). He is a member of the International Right of Way Association
(Alabama Chapter #26) and is a panel member of the American Arbitration
Association.

PROFESSIONAL EDUCATION STATUS

Mr. Porter has taken courses leading to professional designation as offered by
the Appraisal Institute (AIREA) and the Society of Real Estate Appraisers (SREA)
now merged as The Appraisal Institute. Additionally, he has credit for courses
offered by the Real Estate Securities and Syndication Institute (RESSI) the
Urban Land Institute (ULI), and the International Right of Way Association
(IR/WA), and the Commercial Investment Real Estate Institute. Mr. Porter has
also taken various seminars offered by SREA, AIREA, RESSI, IR/WA, Institute of
Real Estate Management, and others.

The Appraisal Institute conducts a voluntary program of continuing education for
its designated members. MAIs and RMs who meet the minimum standards of this
program are awarded periodic educational certification. He is currently
certified under the Institute's voluntary continuing education program. Mr.
Porter is currently a Certified General Real Property Appraiser in Alabama
(Certificate #CG51) and a Certified Real Estate Appraiser in Georgia
(Certificate #182).

HISTORICAL DATA

Howard J. Porter, Jr., was born in Birmingham, Alabama. He was educated in the
Jefferson County School System and graduated from Auburn University. His major
fields of study were Economics and Finance with a B.S. Degree in Business
Administration.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

PROFESSIONAL QUALIFICATIONS OF HOWARD J. PORTER, JR.

Mr. Porter has been a licensed Real Estate Broker in Alabama since 1972 and is a
Realtor(R) Member of the Lee County Association of Realtors(R). From 1974
through 1983 he was involved with appraisals, market research, syndication and
consulting on various types of real estate. From 1983 through 1985 he was
President of a regionally active development company headquartered in Auburn,
Alabama. In 1985, H.J. Porter & Associates, Inc. was re-established in Auburn,
Alabama with affiliate offices in Birmingham and Montgomery, Alabama.

He has taught college level courses on appraisal principles and practices and
USPAP, has served as an adjunct faculty member in the Auburn University
Department of Community Planning, and is an appraisal instructor for the
International Right of Way Association. He also has given talks to various real
estate related groups throughout Alabama. Mr. Porter has developed, constructed,
owned, and managed investment real estate for his own and affiliated
partnership's account.

              REPRESENTATIVE APPRAISAL/CONSULTING CLIENTS INCLUDE:

Governmental                                       Corporate
- ------------                                       ---------

U. S. Internal Revenue Service                     Chrysler Realty Corp.
Jefferson County, AL                               McDonald's Corporation
Montgomery County, AL                              Norfolk Southern Railroad
State of Alabama DOT                               South Central Bell
U.S. Government Services Admin.                    Diversified Products
                                                   Corporation
U.S. Department of the Interior                    INOUE SAKAE Co. (Japan)
U.S. Postal Service                                TIME/LIFE Corporation
Farmers Home Administration                        Baptist Medical Center
                                                   (B'ham)
Birmingham Airport Authority                       Alabama Power Company
Auburn University                                  Southern Natural Gas
State of Alabama Department of Revenue

Lenders                                            Development
- -------                                            -----------

South Trust Bank                                   Colonial Properties, Inc.
Federal National Mortgage Association              Helms-Roark Development
New York Life Insurance Co.                        Beisel-Moss Development
Provident Mutual Life                              Shannon, Strobel & Weaver
Washington Mortgage Financial                      Polar-BEK, Inc.
Columbus Bank & Trust Co.                          Southern Investment
                                                   Properties
1st Interstate Mortgage (Chicago)                  McWhorter & Co.
Nations Bank
AmSouth Bank
First Union Bank

Mr. Porter has appeared as an expert witness in Federal Court and Circuit Courts
in various Alabama counties. He has served as a Probate Commissioner for the
Jefferson County and Lee County Probate Courts.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

================================================================================
                                STATE OF ALABAMA

                                     [SEAL]


                             This is to certify that


                               GLEN E. HEINZELMAN


              having given satisfactory evidence of the necessary
          qualifications required by the laws of the State of Alabama
                is licensed to transact business in Alabama as a


                        LICENSED REAL PROPERTY APPRAISER


                 With all the rights, privileges and obligations
                              appurtenant thereto.



LICENSE NUMBER:  L00012                     /s/Illegible      Executive Director
EXPIRATION DATE: SEPT. 30,1997              ALABAMA REAL ESTATE APPRAISERS BOARD
================================================================================
<PAGE>

================================================================================
                                STATE OF ALABAMA

                                     [SEAL]


                             This is to certify that


                             HOWWARD J. PORTER, JR.


              having given satisfactory evidence of the necessary
          qualifications required by the laws of the State of Alabama
                is licensed to transact business in Alabama as a


                        LICENSED REAL PROPERTY APPRAISER


                 With all the rights, privileges and obligations
                              appurtenant thereto.



LICENSE NUMBER:  L00012                     /s/Illegible      Executive Director
EXPIRATION DATE: SEPT. 30,1997              ALABAMA REAL ESTATE APPRAISERS BOARD
================================================================================




                                APPRAISAL REPORT

                                       OF

                                  PARKER CENTER
                             208 S. TYNDALL PARKWAY
                                 PARKER, FLORIDA

                                    (C97-151)



                                       FOR



                                MR. LARRY MILLER
                             MERRILL LYNCH & COMPANY
                      WORLD FINANCIAL CENTER - NORTH TOWER
                               NEW YORK, NY 10281



                                      AS OF

                                 AUGUST 9, 1997
                                OCTOBER 17, 1997

                                       BY

                        HOWARD J. PORTER, JR., MAI, CCIM
                      MATTHEW S. RICE, ASSOCIATE APPRAISER
                            H. J. PORTER & ASSOCIATES
                                 631 STAGE ROAD
                                   P.O. BOX 28
                           AUBURN, ALABAMA 36831-0028
                                 (334) 826-8682



                                     [LOGO]
                            H.J. Porter & Associates
<PAGE>

                                     [LOGO]
                     [H.J. PORTER & ASSOCIATES - LETTERHEAD]



                                                              September 11, 1997
Mr. Larry Miller
Merrill Lynch and Company
World Financial Center - North Tower
New York, NY 10281

                                              Re:  Parker Center Shopping Center
                                                   208 S. Tyndall Parkway,
                                                   Parker, Florida

Dear Mr. Miller:

At your request, the undersigned Associate has inspected and we have made an
appraisal of the above referenced property. The purpose of this appraisal was to
determine the "As Is" market value of the leased fee interest and the
Prospective Market Value "At Stabilized Occupancy" of the leased fee interest in
the subject property, one of fifteen shopping centers to be included in a
portfolio of retail shopping centers that will be cross collateralized, under
single management, and subject to stringent release provisions. As such, the
estimated values of the subject property are subject to the above conditions.

This complete appraisal, communicated in a self contained narrative report, has
been prepared in accordance with the Uniform Standards of Professional Appraisal
Practice (USPAP) as amended by the Comptroller of the Currency.

The property was valued at two points in time: "As Is", as of the date of
inspection by the Associate Appraiser and "At Stabilized Occupancy", as of the
projected lease commencement date for Movie Gallery. Based on information found
in the lease agreement, the Movie Gallery lease is projected to commence on
October 17, 1997. Thus, there is an approximate two month rent loss to bring the
property to a stabilized occupancy level. Also, the landlord is providing a
tenant improvement allowance that is payable within ten days from lease
commencement.

Based upon our investigation into the subject property, and its current economic
environment, we are of the opinion that the subject's leased fee interest has
market values as follows:



    123 N. College St., Ste. 100 o P.O. Box 28 o Auburn, Alabama 36830 o
                        (334)826-8682 o Fax (334)826-3827
 14 Office Park Circle, Suite 230 o Birmingham, Alabama 35223 o (205)871-3600 o
                                Fax (205)879-3762
418 Scott Street o Montgomery, Alabama 36104 o (334)262-8331 o Fax (334)262-8325

                  Real Estate Research, Appraisal & Counseling
<PAGE>

Mr. Larry Miller
September 11, 1997
Page #2


PROSPECTIVE MARKET VALUE ESTIMATE
"AT STABILIZED OCCUPANCY"
AS OF OCTOBER 17, 1997


                    FIVE MILLION SIX HUNDRED THOUSAND DOLLARS
                    -----------------------------------------
                                  ($5,600,000)


"AS IS" MARKET VALUE ESTIMATE
AS OF AUGUST 9, 1997


                FIVE MILLION FIVE HUNDRED SIXTY THOUSAND DOLLARS
                ------------------------------------------------
                                  ($5,560,000)


Please note that this report is subject to the contingent and limiting
conditions as found in the addendum. It should be noted that our employment was
not conditional upon our producing a specific value with a given range. Future
employment prospects with Merrill Lynch and Co. are not dependent upon our
producing a specified value. Also, neither payment of our fee, nor our
employment are/were based upon whether a loan application is approved or
disapproved. We appreciate the opportunity to be of service to you in this
matter.

The attached report is submitted in support of these conclusions.

                                      Yours very truly,

/s/ Howard J. Porter                      
Howard J. Porter, Jr., MAI, CCIM          
Certified General Real Property Appraiser 
Alabama Certificate #G51                  


/s/ Matthew S. Rice                        
Matthew S. Rice, Associate                 
Certified General Real Property Appraiser  
Florida Temporary Practice Permit #0001152 


                                     [LOGO]
                            H.J. Porter & Associates
<PAGE>

                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS


PROPERTY IDENTIFICATION:                 Parker Center
         208 S. Tyndall Parkway
         Parker, Fl.

PROPERTY RIGHT APPRAISED:                Leased Fee Estate

HIGHEST AND BEST USE
AS VACANT AND IMPROVED:                  Neighborhood Shopping Center

DATES OF VALUE:
         "As Is":                        August 9, 1997
         "At Stabilized Occupancy":      October 17, 1997

SITE DATA:                               7.33 Acres or 319,309 Sq. Ft.

BUILDING DATA:                           71,995 Sq. Ft. - GBA
                                         68,680 Sq. Ft. - NLA divided as:
                                                Winn Dixie -      44,000 Sq. Ft.
                                                Scotty's -        19,880 Sq. Ft.
                                                Movie Gallery -    4,800 Sq. Ft.

ESTIMATED LAND VALUE:                    $806,000

PROSPECTIVE MARKET VALUE INDICATIONS
"AT STABILIZED OCCUPANCY":

         Cost Approach                   $4,980,000
         Income Approach                 $5,650,000
         Sales Comparison Approach       $5,450,000

PROSPECTIVE MARKET VALUE
"AT STABILIZED OCCUPANCY":               $5,600,000

"AS IS" MARKET VALUE:                    $5,560,000



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                TABLE OF CONTENTS

Intended Use of Appraisal .................................................    1
Environmental Considerations ..............................................    1
Scope of the Assignment ...................................................    1
Type Appraisal/Type Report ................................................    2
Date of Value Estimate ....................................................    2
Exposure Time .............................................................    2
Property Ownership ........................................................    3
Property Location .........................................................    3
Zoning/Public Utilities ...................................................    4
Legal Description/Land Size ...............................................    4
Ad Valorem Tax Analysis ...................................................    6
Purpose of Appraisal/Definition of Value ..................................    8
Rights Appraised ..........................................................    8
Area Analysis - Pensacola, Florida ........................................    9
Neighborhood Analysis .....................................................   13
Site Analysis .............................................................   15
Description of Improvements ...............................................   17
Highest and Best Use ......................................................   19
The Appraisal Process .....................................................   21
Land Value - Direct Comparison ............................................   24
Cost Approach to Value ....................................................   30
Income Approach to Value ..................................................   34
Sales Comparison Approach .................................................   52
Reconciliation and Final Value Estimate ...................................   66
Valuation - "As Is" .......................................................   67
Certification .............................................................   70

EXHIBITS
         Location Map ...........................................  Facing Page 3
         Area Map ...............................................  Facing Page 9
         Subject Photographs .................................... Facing Page 13
         Site Plan .............................................. Facing Page 15
         Land Sales Map ......................................... Facing Page 28
         Rental Map ............................................. Facing Page 35
         Improved Sales Map ..................................... Facing Page 63

ADDENDUM II
         Korpacz Real Estate Investor Survey
         Engagement Letter
         Assumptions and Limiting Conditions
         Qualifications


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INTENDED USE OF APPRAISAL                                                      1

This appraisal has been requested to function as an underwriting guide for
mortgage loan purposes and for use in securitization of mortgages. Accordingly,
this appraisal may be provided by Merrill Lynch & Co. to potential investors in
a securitization or other sale of mortgage loans.

The appraisal is undertaken without departure in accordance with USPAP as
promulgated by the Appraisal Foundation.

ENVIRONMENTAL CONSIDERATIONS

No current Environmental Site Assessment was provided to the appraisers.
According to a Phase I Environmental Site Assessment conducted June 2, 1995 by
Southern Earth Sciences, Inc., no evidence of recognized adverse environmental
conditions in connection with the subject property was noted, except for
asbestos containing materials identified in a previous asbestos survey. No
current asbestos survey was provided. The appraised value contained herein
assumes that the subject is free of any environmental contamination or atypical
soil conditions.

SCOPE OF THE ASSIGNMENT

The subject property, a neighborhood shopping center, is one of fifteen shopping
centers to be included in a portfolio of retail shopping centers that will be
cross collateralized, under one management, and subject to stringent release
provisions.

The scope of the assignment includes undertaking the three traditional
approaches to value with consideration given to the current status of the retail
market in Parker, Florida and the surrounding market area. In the Cost Approach,
local real estate professionals and appraisers were contacted and a search of
public records undertaken to locate comparable land sales. A detailed inspection
of the site and improvements was made by the Associate Appraiser. Construction
details were obtained from the physical inspection and a site plan prepared by
Holmes - Wilkens Architects dated April 10, 1995. Current cost estimates were
obtained from the Marshall Valuation Service, a nationally recognized cost
service indexed to the Panama City, Florida market. Parker, Florida is located
approximately two miles east of the city limits of Panama City in Bay County.

In the Income Approach to Value, a survey of local retail market conditions was
made by interviewing local leasing and management agents to determine if the
contract rents for the local shop space was competitive and market oriented.
Expense comparables were studied and local management companies were interviewed
to estimate the appropriate expense deductions. The resulting net operating
income was then capitalized into a present value estimate by direct
capitalization. Where information was provided, the comparable improved sales
found in the market approach sold on direct capitalization of stabilized net
operating income rather than


                                                  H.J. Porter & Associates, Inc.
<PAGE>

SCOPE OF THE APPRAISAL - (CONTINUED)                                           2

discounted cash flow analysis. The overall capitalization rate was derived from
market sales, built-up rates using current market rates for debt and equity, and
from published investor surveys.

The Sales Comparison Approach was developed after a search for sales of similar
shopping centers. To locate appropriate sale comparables, Realtors(R),
appraisers, mortgage lenders, and developers were interviewed. The sales located
were compared to the subject with adjustments made for items of difference.

After development of the three approaches, the value indications derived were
reconciled to provide a value estimate for the subject property as of the
effective date of appraisal.

TYPE APPRAISAL/TYPE REPORT

In accordance with the Uniform Standard of Profession Appraisal Practice, the
appraisers have performed a "Complete" appraisal according to Standard Rule 1
and the communication to the client is a "Self-Contained Appraisal Report" in
accordance with Standard Rule 2-2a.

DATE OF VALUE ESTIMATE

The subject was valued at two points in time: "As Is", as of the date of
inspection by the Associate Appraiser and "At Stabilized Occupancy", as of the
estimated date of stabilized occupancy - October 17, 1997. The "At Stabilized
Occupancy" value represents a prospective market value estimate. The data
utilized in preparing this appraisal was researched, gathered, and/or updated
during the period August 9 through September 10, 1997. The Date of the Report is
September 11, 1997, which is the date of the transmittal letter.

The Dictionary of Real Estate Appraisal, 3rd Edition. Page 283, defines
Prospective Value Estimate as:

     "A forecast of the value expected at a specified future date. A
     prospective value estimate is most frequently sought in
     connection with real estate projects that are proposed, under
     construction, or under conversion to a new use, or those that
     have not achieved sellout or a stabilized level of long-term
     occupancy at the time the appraisal report is written."

EXPOSURE TIME

The estimated exposure time for the subject property, to obtain the values
communicated herein, is estimated to have been one year or less. This exposure
period assumes competent sales and marketing efforts, the property


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]
                                  Location Map






                                                                               3
<PAGE>

PROPERTY OWNERSHIP

The subject property is under the ownership of:


                             59 West Partners, Ltd.
                                 P.O. Box 680176
                              250 Washington Street
                            Prattville, AL 36067-3603


The 8.125 acre property was purchased by the current owners on June 2, 1995 from
Rhodonite Investments, N.V. for $1,068,000. According to Woody Camp, a
representative with the Grantee, at the time of purchase the property contained
a net rentable area of approximately 61,820 square feet. At the time of
purchase, the center was mostly vacant and in poor overall condition. Since the
purchase, the shopping center was renovated, and the space now occupied by Winn
Dixie was completely re-built. Also, substantial site improvements have been
performed since the purchase. It should be noted that the sale on June 2, 1995
included an approximate 34,612 square foot out-parcel that is not included as a
part of the collateral and thus is not included as a part of this appraisal.

To the best of our knowledge, no other transactions involving the subject
property have occurred in the five years prior to the date of appraisal.
Additionally, to the best of our knowledge, there are no pending offers to
purchase the subject property nor is it currently listed for sale.

PROPERTY LOCATION

The subject property is located on the west side of U.S. Highway 98,
approximately 228 feet south of Cherry Street. The subject property also has
53.20 feet of frontage along Cherry Street. The property is within the city
limits of Parker, Florida in Bay County. It is located by street address as:

                                  Parker Center
                             208 S. Tyndall Parkway
                                 Parker, Florida


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                               4
ZONING/PUBLIC UTILITIES

The subject property is located in the city limits of Parker, Florida and is
subject to Parker's zoning regulations. The site is currently zoned GC, General
Commercial. The purpose of this district is to provide areas for high intensity
commercial development including retail sales and services, wholesale sales,
shopping centers, office complexes, and other compatible land uses.

This zoning classification calls for a minimum side yard setback of 7 feet,
minimum rear yard setback of 5 feet, minimum setback of 20 feet from the road
right-of-way, and minimum space of 10 feet between buildings. The maximum
allowed building height is 25 feet. There is no maximum floor area ratio. The
parking requirement is one space per 300 square feet of gross floor area. Based
on an inspection of the property, the improvements appear in conformance with
the current zoning requirements.

The subject has all necessary utilities including electricity, gas, water,
sanitary sewer, and telephone in sufficient quantities to sustain commercial
development. Public services such as police and fire protection are provided by
the City of Parker.

LEGAL DESCRIPTION/LAND SIZE

The legal description for the subject was obtained from the owners, 59 West
Partners, Ltd. The subject property is legally described as:

     Commencing at the northeast corner of Lot 3, Block "E", William
     L. Wilson Plat, as per plat recorded in the Office of the Clerk
     of the Circuit Court of Bay County, Florida, run in 89 degrees
     52' W along the northern boundary of said Lot 3, a distance of 37
     feet to a point on the west R/W line of U.S Highway 98, said
     point being the POINT OF BEGINNING of the property herein
     described; thence continuing N 89 degrees 52' W along said
     northern boundary of Lot 3, a distance of 125 feet to a point;
     thence run S 00 degrees 01' E, 100 feet to a point; thence run N
     89 degrees 52' W478.45 feet to a point on the western boundary of
     aforementioned Lot 3; thence run N 00 degrees 14'36" E along said
     western boundary of Lot 3, and the western boundary of Lots 1 and
     2 of said Block "E", William L. Wilson Plat, 727 feet to a point
     on the south R/W line of Cherry Street; thence run S 89 degrees
     52' E along said South line of Sherry Street, 284 feet to a
     point; thence run S 89 degrees 52' E, 227.25 feet to a point on
     the aforementioned west R/W line of U.S. Highway 98; thence along
     said west line of U.S. Highway 98, as follows: S 00 degrees 01'
     E, 95 feet, S 89 degrees 59' W, 10 feet; thence S 00 degrees 01'
     E, 304.40 feet to the POINT OF BEGINNING containing 353,920.96
     square feet or 8.125 acres.

     NOTE: AN OUT-PARCEL LOCATED AT THE EXTREME NORTHWEST PORTION OF
     THE PROPERTY ALONG CHERRY STREET IS INCLUDED AS A PART OF THE
     ABOVE LEGAL DESCRIPTION. THE OUT-PARCEL, WHICH CONTAINS 34,612
     SQUARE FEET, OR .79 ACRES, IS NOT A PART OF THE COLLATERAL,
     ACCORDING TO DISCUSSIONS WITH REPRESENTATIVES WITH THE OWNER OF
     THE PROPERTY. THUS, THE SUBJECT SITE BEING APPRAISED CONSISTS OF
     319,309 SQUARE FEET, WHICH EXCLUDES THE AREA WITHIN THE
     OUT-PARCEL.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

LEGAL DESCRIPTION/LAND SIZE - (CONTINUED)                                      5

The subject property is irregular in shape and contains a total land area of
7.33 acres. The subject parcel has approximately 399 feet of frontage on the
west side of Tyndall Parkway (U.S. Highway 98) and 53.20 feet along Cherry
Street.

As indicated previously, the subject property is one of fifteen shopping centers
to be included in a portfolio of retail shopping centers that will be cross
collateralized, under single management, and subject to stringent release
provisions. The other shopping centers included in the portfolio are listed as
follows:

Greenbrier Station Shopping Center
Anniston, AL

Clanton Marketplace
Clanton, AL

Betts Crossing Shopping Center
Opelika, AL

Opp Marketplace
Opp, AL

Russell Crossing Shopping Center
Phenix City, AL

29 North Shopping Center
Cantonment, FL

Nine Mile Plaza Shopping Center
Pensacola, FL

59 West Shopping Center
Bessemer, AL

The "Y" Shopping Center
Panama City Beach, FL

Mandeville Marketplace
Mandeville, LA

Brownsville Place Shopping Center
Brownsville, TN


                                                  H.J. Porter & Associates, Inc.
<PAGE>

LEGAL DESCRIPTION/LAND SIZE - (CONTINUED)                                      6

Chicot Crossing Shopping Center
Pascagoula, MS

Delchamps Plaza
Long Beach, MS

One Main Place
Moss Point, MS


AD VALOREM TAX ANALYSIS

The subject parcel is under the taxing authority of the Bay County Property
Appraiser's Office. The 1997 millage rate has not yet been determined. The
property was found on the 1996 tax rolls as:

Assessed to:                             59 West Partners
                                         725 East Main Street
                                         Prattville, AL 36067

Parcel I.D. #:                           24920-020-000*

       Value:                            Land:                    $203,750
                                         Improvements:            $708,973
                                                                  --------
                                         Total:                   $912,723

       Assessment Ratio:                 100%

       Local Millage Rate:               $15.1402 per $1,000 of assessed value

       Annual Tax:                       $13,819

* This tax parcel includes a 34,490 square foot out-parcel that is not a part of
the property being appraised.

The subject property was renovated in 1995 and the Winn Dixie portion of the
shopping center was completely rebuilt in 1996. Considering the recent property
upgrades and overall property improvements, it is anticipated that the
assessment on the subject property will increase. The comparable properties used
to estimate the subject's assessed value are illustrated in the following table.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

AD VALOREM TAX ANALYSIS - (CONTINUED)                                          7


================================================================================
AD VALOREM TAX COMPARABLES
================================================================================
Comparable Name              Yr. Built   Size- SF   App. Value      Value/SF
23rd Street Plaza               1986      99,806    $3,307,529       $33.14
Middle Beach Shop. Cntr.        1994      69,877    $3,320,453       $47.52
================================================================================

The 23rd Street Plaza is an older center that is in good overall condition.
Middle Beach Shopping Center is one of the newer shopping centers constructed in
Bay County. The subject's assessment, considering the recent expansion and
renovations, is estimated to fall near the upper end of the tax comparable
range. Based on these comparables, the tax assessor's value is estimated to be
$42.00 per square foot. From this estimate of value, the subject's taxes are
calculated in the following table, which shows a division of taxes between Winn
Dixie and the remainder of the shopping center. Winn Dixie's size estimate is
based upon the gross building area.

========================================================================
SUBJECT'S ESTIMATED TAX
========================================================================
                                   Total      Winn Dixie     Remainder
Building Area                      71,995       47,315         24,680
Estimated Value Per SF             $42.00       $42.00         $42.00
                                   ------       ------         ------
Total Estimated Assessed Value   $3,023,790   $1,987,230     $1,036,560
1996 Millage Rate                 .0151402     .0151402       .0151402
Estimated Tax                      $45,781      $30,087        $15,694
Estimated Tax Per SF                $0.64        $0.64          $0.64
========================================================================


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                               8
PURPOSE OF APPRAISAL/DEFINITION OF VALUE

The purpose of the appraisal is to estimate the market value of the leased fee
interest in the subject property. Market Value is defined by the Appraisal
Standards Board of the Appraisal Foundation in the Glossary to the Uniform
Standards of Professional Appraisal Practice (1997), as:

     The most probable price which a property should bring in a
     competitive and open market under all conditions requisite to a
     fair sale, the buyer and seller, each acting prudently and
     knowledgeably, and assuming the price is not affected by undue
     stimulus. Implicit in this definition is the consummation of a
     sale as of a specified date and the passing of title from seller
     to buyer under conditions whereby:

1.   Buyer and seller are typically motivated;

2.   Both parties are well informed or well advised, and acting in
     what they consider their best interest;

3.   A reasonable time is allowed for exposure in the open market;

4.   Payment is made in terms of cash in U.S. Dollars or in terms of
     financial arrangements comparable thereto; and

5.   The price represents the normal consideration for the property
     sold unaffected by special or creative financing or sales
     concessions granted by anyone associated with the sale.


RIGHTS APPRAISED

The ownership interest in the subject property appraised is the "Leased Fee
Estate." The Dictionary of Real Estate Appraisal, 3rd Edition, Page 204, defines
Leased Fee Estate as, " an ownership interest held by a Landlord with the right
of use and occupancy conveyed by lease to others. The rights of lessor "the
leased fee owner" and the leased fee are specified by contract terms contained
within the lease." A lease Synopsis for each of the subject's tenant leases is
found in the addendum.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                                    AREA MAP
<PAGE>

                                                                               9

AREA ANALYSIS - PANAMA CITY/BAY COUNTY, FL

The four basic factors which must be considered in analyzing an area are:

(1)  Physical and Locational Factors;
(2)  Economic and Financial Factors;
(3)  Political and Governmental Factors; and
(4)  Sociological Factors

Each of these factors is discussed briefly with conclusions as to their effect
on the subject property.

PHYSICAL AND LOCATIONAL FACTORS

The subject property is located in Parker, Florida. Parker, Florida is located
approximately two miles east of the city limits of Panama City in Bay County.
The Bay County-Panama City area of Florida is located on the Gulf of Mexico in
the Panhandle region of northwest Florida. Panama City, the county seat and
principal city of Bay County, is located approximately 98 miles southwest of
Tallahassee, 81 miles south of Dothan, Alabama, 103 miles east of Pensacola, 300
miles southwest of Atlanta, 270 miles west of Jacksonville, Florida, and
approximately 315 miles east of New Orleans, Louisiana. The average annual
temperature is 68.8 degrees. Average summer temperature is 81.9 and the average
winter temperature is 53.2. Annual precipitation average is 57.86 inches.
Prevailing winds are southerly in the summer and northerly in the winter. The
topography of the area is level.

Panama City is well-known for its beaches and popular tourist attractions. St.
Andrews Bay surrounds much of Panama City providing protected harbor for
facilities at the growing port of Panama City complex. Located in Bay County are
Tyndall Air Force Base and the Naval Coastal Systems Center.

Bay County's local highway network includes U.S. Highways 98 and 231, and
Florida Routes 20, 22, 77 and 79. Interstate Highway 10 is located 13 miles from
the northern portion of Bay County. From Panama City, Interstate 10 is
approximately 40 miles.

Commercial airline service at the Panama City/Bay County International Airport
is provided by Northwest Airlink to Memphis, USAir Express to Tampa/Orlando, and
Atlantic Southeast Airlines to Atlanta. A 55,000 square foot airport terminal
was opened in 1995. Intercity bus service is provided by Southern Greyhound. The
Bay Line Railroad provides freight service to Panama City business and industry
and to Port Panama City. The "Bay Line" provides direct service to major
industries and industrial parks in the area and interconnects with the CSX
Transportation Company. Norfolk Southern Railroad in Dothan, Alabama. Port
Panama City, a deepwater port (32 feet), is located directly on the Gulf
Intra-Coastal Waterway and provides barge facilities as well as deep water
berthing. Port Panama City was awarded Foreign Trade Zone status and is listed
as Zone #65.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

AREA ANALYSIS-PANAMA CITY/BAY COUNTY, FL - (CONTINUED)                        10

ECONOMIC AND FINANCIAL FACTORS

Total employment in Bay County in May 1996 reached approximately 62,131. Because
Panama City is a leading tourist location, they have large swings in their
unemployment rates. According to the Florida Department of Labor and Employment
Security, the January unemployment rate ranged from 10.4% to 12.9% between 1994
and 1996. By comparison, the June rate, during the same period ranged from 5.0%
to 7.4%. The average annual unemployment rate in 1996 was 6.3%, an improvement
from the 1995 average annual rate of 6.8%.

Leading economic sectors, based on relative employment levels, include:

         1.  Government
         2.  Retail and wholesale trade
         3.  Services
         4.  Manufacturing

Two of the primary factors of the area's economy are Tyndall Air Force Base and
the Coastal Systems Station. Tyndall, located on a 29,000 acre reservation in
southeastern Bay County, houses the 325th Fighter Wing, Headquarters 1st Air
Force, Southeast Air Defense Sector, Weapons Evaluation Group and United State
Air Force Civil Engineering Support Agency. Approximately 6,469 military and
civilian personnel are employed at Tyndall. The base also services 8,476
military retirees in the area. The total economic impact in the local area was
340.4 million in fiscal 1996.

The Coastal System Station, located on 648 acres along St. Andrew Bay, is a
major research and development facility in support of naval operations that take
place primarily in coastal regions, such as amphibious missions, swimmer
operations, diving and salvage, and mine countermeasures. The U. S. Navy School
of Diving and Salvage is headquartered at NCSC. The base employs 1,369 civilian
and military personnel. The total economic impact of the Naval Coast System is
estimated at about 272 million annually.

Bay County is home of some 132 small and large manufacturers. Many are located
in the industrial park sites which include the Hugh Nelson Industrial Park, Port
Panama City Industrial Park, Bay Line Industrial Park and the Bay Industrial
Park. All these parks feature complete utilities and offer easy access to the
county's transportation network.

According to the Florida Statistical Abstract/1996, the population of Bay County
increased from 126,994 in 1980 to 142,159 in 1996, an increase of 11.9%. The
county population is projected to reach 150,242 by the year 2000 and 171,420 by
the year 2010. Regardless of which population figures are used, the growth rate
has been above the national average and is expected to continue into the next
decade. The table below illustrates the population growth of Bay County from
1970 to 1996 and is based on the US Census count, as well as estimates obtained
form the Florida Statistical Abstract/1996.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

AREA ANALYSIS-PANAMA CITY/BAY COUNTY, FL - (CONTINUED)                        11

ECONOMIC AND FINANCIAL FACTORS

       ===================================================
           YEAR                            POPULATION
           ----                            ----------

           1970                              75,283

           1975                              89,900

           1980                              97,740

           1985                             119,503

           1990                             126,994

           1996                             142,159

       ===================================================

According to the Department of Revenue, Florida Department of Commerce, taxable
sales in Bay County has increased annually since 1990. The table below
illustrates this growth.

       ===================================================

           YEAR              SALES          % CHANGE
           ----              -----          --------

           1986           $981,466,069

           1987         $1,105,562,692        12.6

           1988         $1,144,105,257         3.5

           1989         $1,140,947,288         -.3

           1990         $1,214,344,132         6.4

           1991         $1,260,193,186         3.8

           1992         $1,389,842,586        10.3

           1993         $1,503,982,005         8.2

           1994         $1,698,365,302        12.9

           1995         $1,811,264,716         6.6

           1996         $1,845,621,286         1.9

       ===================================================

POLITICAL AND GOVERNMENTAL FACTORS

Bay County has eight incorporated municipal governmental jurisdictions, with
unincorporated areas governed by the Board of Bay County Commissioners. Each
municipality has a mayor/commissioner form of government.

Florida has no personal state income tax or inheritance tax. There is a state
corporate tax of 5.5% of net income with an exemption on the first $5,000 of
corporate profit and a retail sales tax of 6.5%. The city of Panama City has a
1% sales tax. Ad valorem taxes combine city, county, and school district levies,
plus the special assessments.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

AREA ANALYSIS-PANAMA CITY/BAY COUNTY, FL - (CONTINUED)                        12

POLITICAL AND GOVERNMENTAL FACTORS - (CONTINUED)

Bay County District Public Schools serve a population of more than 136,000
people within a geographic area of 758 square miles. The school district is the
21st largest in Florida, with an enrollment in excess of 26,500 students. Area
students attend 33 school centers throughout the county. These schools include
20 elementary, 6 middle schools, 4 senior high schools, 3 special purpose
schools and 1 vocational-technical facility. Higher education opportunities
include the Gulf Coast Community College and the Florida State University,
Panama City Campus.

SOCIOLOGICAL FACTORS

Bay County has a wide variety of cultural organizations that enhance the quality
of life for county and area residents. They include the Music Association, Art
Association, Friends of the Library and the Historical Society. Bay County also
houses the Diving Museum, the only deepwater diving museum in the United States.
Spiritual needs are net by over 150 churches with most denominations
represented.

The Gulf of Mexico, Deer Point Lake, and other waterways and mild year-round
climate combine to make Bay County one of the most popular recreational areas in
the Southeast. It is nationally known for the sugar-white sand beaches and
resort attractions.

Bay Medical Center has 302 beds and 187 physicians in 28 fields of specialized
medicine and a total personnel count in excess of 1,600. In addition to this
facility, the Columbia Gulf Coast Medical Center serves the Bay County area with
176 acute care hospital beds.

CONCLUSIONS

In summary, the Bay County and Panama City area has experienced substantial
growth in population, jobs and resort popularity over the past twenty years, and
continued economic and population growth is projected. The population of the
county is projected to increase by between 20.6% between 1996 and 2010.
Sustained by the importance of Tyndall Air Force Base and the Coastal System
Station and the economic importance of the deepwater port, Bay County has been a
draw for many non-military industries.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               SUBJECT PHOTOGRAPHS
                                  [PHOTOGRAPH]


1.   Front View of Subject

2.   Front View of Subject Shop Space

3.   Side View of Subject

4.   Rear View of Subject

5.   Neighborhood View Looking North on Tyndall Parkway

6.   Neighborhood View Looking South on Tyndall Parkway

7.   Neighborhood View Looking East on Cherry St.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               SUBJECT PHOTOGRAPHS
                                  [PHOTOGRAPH]

1.   Front View of Subject

2.   Front View of Subject Shop Space

3.   Side View of Subject

4.   Rear View of Subject

5.   Neighborhood View Looking North on Tyndall Parkway

6.   Neighborhood View Looking South on Tyndall Parkway

7.   Neighborhood View Looking East on Cherry St.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               SUBJECT PHOTOGRAPHS
                                  [PHOTOGRAPH]

1.   Front View of Subject

2.   Front View of Subject Shop Space

3.   Side View of Subject

4.   Rear View of Subject

5.   Neighborhood View Looking North on Tyndall Parkway

6.   Neighborhood View Looking South on Tyndall Parkway

7.   Neighborhood View Looking East on Cherry St.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               SUBJECT PHOTOGRAPHS
                                  [PHOTOGRAPH]


1.   Front View of Subject

2.   Front View of Subject Shop Space

3.   Side View of Subject

4.   Rear View of Subject

5.   Neighborhood View Looking North on Tyndall Parkway

6.   Neighborhood View Looking South on Tyndall Parkway

7.   Neighborhood View Looking East on Cherry St.




                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               SUBJECT PHOTOGRAPHS
                                  [PHOTOGRAPH]


1.   Front View of Subject

2.   Front View of Subject Shop Space

3.   Side View of Subject

4.   Rear View of Subject

5.   Neighborhood View Looking North on Tyndall Parkway

6.   Neighborhood View Looking South on Tyndall Parkway

7.   Neighborhood View Looking East on Cherry St.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               SUBJECT PHOTOGRAPHS
                                  [PHOTOGRAPH]


1.   Front View of Subject

2.   Front View of Subject Shop Space

3.   Side View of Subject

4.   Rear View of Subject

5.   Neighborhood View Looking North on Tyndall Parkway

6.   Neighborhood View Looking South on Tyndall Parkway

7.   Neighborhood View Looking East on Cherry St.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               SUBJECT PHOTOGRAPHS
                                  [PHOTOGRAPH]


1.   Front View of Subject

2.   Front View of Subject Shop Space

3.   Side View of Subject

4.   Rear View of Subject

5.   Neighborhood View Looking North on Tyndall Parkway

6.   Neighborhood View Looking South on Tyndall Parkway

7.   Neighborhood View Looking East on Cherry St.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              13
NEIGHBORHOOD ANALYSIS

The term neighborhood is defined in "The Appraisal of Real Estate" 11th Ed.
at page 189 as "a group of complementary land uses."

The four basic factors which must be considered in analyzing a neighborhood or
district, as in an area analysis are:

(1)  Physical and Locational Factors
(2)  Economic and Financial Factors
(3)  Political and Governmental Factors
(4)  Sociological Factors

Each of these factors is discussed briefly with conclusions as to their effect
on the subject property.

PHYSICAL AND LOCATIONAL FACTORS

The subject is located near the intersection of Tyndall Parkway (U.S. Highway
98) and Cherry Street in the northern portion of Parker, Florida. Neighborhood
boundaries are generally described as 15th Street to the north, St. Andrews Bay
and East Bay to the south, East Avenue to the west, and Callaway Bayou to the
east. The neighborhood encompasses all of Parker, Calloway, and Springfield,
Florida, as well as portions of Cedar Grove, Panama City and unincorporated Bay
County, Florida.

The subject property is located along Tyndall Parkway, a four-lane primary
highway that serves as the major commercial arterial within the neighborhood.
Cherry Street is a two-lane secondary arterial. The subject property is
conveniently located with easy access from any location within Parker and the
surrounding area.

Land uses within the neighborhood include a variety of commercial and service
oriented uses along Tyndall Parkway. The area immediately surrounding the
subject property consists of the Callaway Plaza Shopping Center, anchored by
Food World and K-Mart, restaurants, bank branches, and a variety of retail uses.
The area east and west of Tyndall Parkway is primarily developed with
single-family residential homes.

ECONOMIC AND FINANCIAL FACTORS

Neighborhood trends are upward. The population of the neighborhood area has
increased in recent years. The combined populations of Parker and Calloway have
increased from 16,851 in 1990 to 19,020 in 1996, a 12.9% increase since 1990.
The population growth has spurned retail and commercial development within the
area. For instance, Wal-Mart has recently constructed a super center within


                                                  H.J. Porter & Associates, Inc.
<PAGE>

NEIGHBORHOOD ANALYSIS - (CONTINUED)                                           14

ECONOMIC AND FINANCIAL FACTORS

the neighborhood at the intersection of Tyndall Parkway and 7th Street, and
Albertson's built a food center in 1996 at the intersection of Tyndall Parkway
and Highway 22.

Tyndall Air Force Base, which is located to the south of the subject property
across the New Dupont Bridge, has the biggest economic Impact on the subject
neighborhood. Tyndall Air Fore Base, which is located on a 29,000 acre reserve,
employs approximately 6,469 military and civilian personnel and services
approximately 8,476 military retirees in Bay County. The total economic impact
of the base on the local areas was 340.4 million in fiscal 1996. Based on
discussions with a public affairs official with the base, Tyndall Air Force Base
is not on any base closing list.

POLITICAL AND GOVERNMENTAL FACTORS

Land within the neighborhood is zoned by several different municipalities,
including Parker, Calloway, Springfield, Panama City, and unincorporated Bay
County. There are a wide variety of zonings and allowed land uses; however, land
along Tyndall Parkway in the vicinity of the subject property is
primarily zoned commercial.

All necessary public utilities are available to the site, including electricity,
sanitary sewer, natural gas, and water. Police and fire protection are provided
by the various municipalities within the neighborhood.

SOCIOLOGICAL FACTORS

The neighborhood is well located with regard to the quality and availability of
services, including medical, educational, recreational, cultural, and
commercial. These services are readily accessible within and near the subject
neighborhood.

CONCLUSIONS

In conclusion, the subject neighborhood consists of a variety of commercial,
service and residential land uses. Neighborhood trends appear upward, as their
is vacant land for continued residential and commercial development. The
population within the neighborhood has increased in recent years. It is located
in close proximity to the recreational amenities of the area, including beaches
and St. Andrews Bay. These factors make it an attractive place to live and
should have a stabilizing effect on the neighborhood.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                                    SITE PLAN


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              15
SITE ANALYSIS

The subject property is located on the west side of Tyndall Parkway (U.S.
Highway 98) approximately 228 feet south of the Cherry Street. As indicated on
the site plan on the facing page, the subject property is irregular in shape.
The individual site characteristics of the shopping center site are as follows:

Size:                       319,309 Sq. Ft. or 7.33 Acres

Shape:                      Irregular

Street Frontage:            399 feet on the west side of Tyndall Parkway
                            53.20 feet along the south side of Cherry Street

Curb-Cuts:                  There is one curb cut along Tyndall Parkway, and
                            there are two curb cuts along Cherry Street. Also,
                            the site is accessible from Suddoth Place.

Topography:                 Relatively level and at grade with the frontage
                            streets

Access:                     Overall accessibility is good. The site is
                            accessible from both northbound and southbound
                            lanes of Tyndall Parkway, a primary four-lane
                            arterial. Also, the site is accessible from both
                            directions along Cherry Street, a two-lane
                            secondary arterial. Additionally, Suddoth Road, a
                            two-lane secondary street, feeds into the subject
                            property providing additional street access.

Drainage/Flood
 Hazard:                    According to the FEMA Flood Insurance Rate Map,
                            Community Panel No. 120011 0001 B, effective April
                            30, 1988, the subject property is not located in a
                            flood hazard zone. The subject property was
                            identified as being within Zone C, which is defined
                            as areas of minimal flooding. Flood insurance is
                            typically not required within Zone C for lending
                            purposes.

 Soils:                     Considered typical and adequate for development as
                            evidenced by the surrounding development. No soil
                            analysis was provided to the appraisers.

 Utilities:                 All necessary public utilities are available in
                            sufficient quantities development.

 Easements:                 The property appears to feature standard easements
                            associated with utility use. No easements or
                            encroachments were discovered that would negatively 
                            impact the marketability or utilization of the 
                            subject property.

                                                  H.J. Porter & Associates, Inc.
<PAGE>

SITE ANALYSIS - (CONTINUED)                                                   16

Site Improvements:          There are approximately 222,000 square feet of
                            asphalt and 3,000 square feet of concrete paving
                            which accommodates 373 parking spaces, drive lanes
                            and loading areas. Other improvements include
                            concrete curbing, pylon side and parking lot light
                            standards.

Surrounding Uses:           Commercial and residential uses



                                                        H.J. Porter & Associates
<PAGE>

                                                                              17
DESCRIPTION OF IMPROVEMENTS

The subject property is a neighborhood shopping center that was originally built
in 1975. Based on discussions with representatives of the owner, In 1995, the
southern portion of the shopping center now occupied by Scotty's was renovated.
In 1996, a portion of the center was demolished and a building addition now
housing Winn Dixie was constructed.

The center is comprised of two buildings containing 4,800 and 67,195 gross
square feet, respectively. The total gross building area of the shopping center
is 71,995 square feet, with 68,680 square feet of stated lease area. The
difference between gross building area and stated lease area is due to the
Winn-Dixie lease. Their building contains approximately 47,315 square feet, but
the rent roll states a demised area of 44,000 square feet, with the difference
being the loading and rear storage areas. Other divisions of space include
19,880 square feet leased to Scotty's, Inc. and 4,800 square feet leased to
Movie Gallery.

The basic construction details that follow were obtained from the physical
inspection of the property by the Associate Appraiser on August 12, 1997. The
subject's basic construction details are as follows:


Property Type:              Neighborhood shopping center

Roof:                       Built-up roof system over rigid insulation and
                            metal decking. The metal decking is supported by
                            steel trusses.

Walls:                      Exterior walls are brick veneer over concrete
                            block on the building front and painted concrete
                            block on the sides and rear. The 4,800 square foot
                            building has a partial wood exterior along the
                            store front.

Canopy:                     Canopies are a combination of brick veneer and
                            raised metal seam awnings built on a combination of
                            either metal or brick and block columns.

Doors:                      Anodized aluminum store front doors. Interior rest
                            room doors are hollow-core wood. Winn-Dixie is
                            equipped with two 8'x 10' truck high loading doors
                            in the rear building area and Scotty's is equipped
                            with a rear drive-in loading door.

Windows:                    Anodized aluminum store fronts with single glazing

Floor Covering:             Either tile or carpet floor covering

Insulation:                 Rigid insulation in built-up roof system



                                                  H.J. Porter & Associates, Inc.
<PAGE>

DESCRIPTION OF IMPROVEMENTS                                                   18

Ceilings:                   Suspended lay-in acoustic tile with fluorescent
                            light fixtures

HVAC:                       Individual roof mounted electric central heating
                            and cooling for each unit. Make unknown.

Plumbing:                   Winn Dixie is equipped with seven fixture men's
                            restroom and a women's restroom. Scotty's is also
                            equipped with a four-fixture mens restroom and a
                            six fixture women's restroom. The build-out for
                            Movie Galley has not yet begun. It is assumed that
                            this tenant space will be equipped with two
                            restrooms.

Fire Safety:                The shopping center is equipped with a wet
                            sprinkler system.

Remarks:                    The shopping center is in good overall condition.
                            The 4,800 square that will be occupied by Movie
                            Gallery contains no tenant finish at present.
                            Based on the lease agreement, the shopping center
                            owners will pay a $31,500 tenant improvement
                            allowance to Movie Gallery.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              19
HIGHEST AND BEST USE

Highest and best Use is defined in the Dictionary of Real Estate Appraisal, 3rd
edition, page 171, as:

          "The reasonably probable and legal use of vacant land or an
          improved property, which is physically possible,
          appropriately supported, financially feasible, and that
          results in the highest value. The four criteria the highest
          and best use must meet are LEGAL PERMISSIBILITY, PHYSICAL
          POSSIBILITY, FINANCIAL FEASIBILITY, and MAXIMUM
          PROFITABILITY."

Based on this definition, consideration must be given to both the subject land
site as if vacant, and the total property as improved.

HIGHEST & BEST USE - AS VACANT

PHYSICALLY POSSIBLE - The 7.33 acre size of the subject would support a wide
range of uses. All of the necessary utilities and other public services are
available in sufficient quantities to support development. The shape and
configuration is well suited for a neighborhood shopping center. The site has
good access and exposure. The physical characteristics of the site allow for a
wide variety of potential land uses.

LEGALLY PERMISSIBLE - The subject site is zoned GC, General Commercial. The
purpose of this district is to provide areas for high intensity commercial
development including retail sales and services, wholesale sales, shopping
centers, office complexes, and other compatible land uses.

FINANCIALLY FEASIBLE - The subject's immediate area is developed with primarily
commercial and service uses. Considering the physical characteristics of the
subject property, including its good access and exposure, the most feasible use
of the subject site, if vacant, would be for retail use, including shopping
center development.

MAXIMALLY PRODUCTIVE - In determining the highest and best use of the subject
site, "as if vacant and available", the use which is maximally productive
generally becomes the deciding factor. Maximally productive uses are limited by
the current real estate market, the availability of substitute property for
development, and the growth stage of the area. To be maximally productive, that
use which provides the most return to the land must be selected.

It has previously been determined that it would be physically possible, legally
permissible, and financially feasible to develop the site with a retail use
compatible with the current zoning classification and adjacent use. Therefore,
as of the effective date of appraisal, retail use, including shopping center
development, is considered to be maximally productive and therefore the highest
and best use of the subject site, as if vacant and available.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

HIGHEST AND BEST USE - (CONTINUED)                                            20

HIGHEST AND BEST USE - AS IMPROVED

The same criteria utilized to determine the highest and best use of the subject
site, as if vacant and available for development, is utilized to determine the
highest and best use of the property, as improved.

As stated throughout this report, as of the date of appraisal, the subject site
is currently improved with a neighborhood shopping center with a gross building
area of 71,995 square feet. The subject improvements are considered to be in
good condition and functionally designed for their intended use.

PHYSICALLY POSSIBLE - The subject buildings are well located on the site with
parking conveniently located near the retail shops. The existing building's
contribution to total value is substantial and appears to provide the highest
return to the land. The total size and design of the building appears to be
consistent with highest and best use.

LEGALLY PERMISSIBLE - The subject improvements appear in conformance with
current zoning regulations.

FINANCIALLY FEASIBLE - No items were noted which would necessitate renovation or
improvement to command a higher rental rate.

MAXIMALLY PRODUCTIVE - The subject property represents a viable functioning
entity. The property is currently 100% leased and the improvements significantly
add to the property value as a whole. No other use or development option, as of
the effective date of value, would appear to generate a higher return to the
land. There is no other use that can economically substantiate the removal or
renovation of the existing improvements. Based on these factors, the existing
improvements are recognized as the highest and best use of the site as currently
improved.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              21

THE APPRAISAL PROCESS

The appraisal process is a procedure for estimating the market value of real
property. This process involves gathering all pertinent information available
from the market which may influence the value of the subject property. This data
is then utilized in forming an estimate of value based upon the three generally
accepted approaches to value. These three approaches are the Cost Approach, the
Income Approach, and the Direct Sales Comparison Approach.


COST APPROACH

The Cost Approach is defined as that approach in appraisal analysis which is
based upon the proposition that an informed purchaser would pay no more than the
cost of producing a substitute property with the same utility as the subject
property. It is assumed that the potential purchaser considers producing a
substitute property with the same utility as the property being appraised.

The application of the Cost Approach involves the following steps:

1.   Estimating value of the site as if vacant and available to be put to its
     highest and best use.

2.   Estimating the replacement cost new of the improvements.

3.   Estimating all elements of accrued depreciation.

4.   Subtracting the total accrued depreciation from the replacement cost new of
     the improvements (resulting in an estimate of the present worth of the
     improvements).

5.   Adding the present worth of all the improvements (including site
     improvements) to the estimated site value.

6.   Rounding the figure to an appropriate indication of value.

The major limitations of the Cost Approach is its reliance upon an estimation of
accrued depreciation. Generally, the older the property and the higher the
estimate of accrued depreciation, the less reliable becomes the value indication
from this approach. This is particularly critical in the valuation of older
properties that normally incur greater amounts of depreciation. The Cost
Approach is particularly appropriate when the property being appraised involves
relatively new improvements which represent the highest and best use of the site
or when the improvements are relatively unique or specialized and there is
limited or a total lack of comparable properties which have sold recently.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

THE APPRAISAL PROCESS - (CONTINUED)                                           22

INCOME ANALYSIS

The Income Analysis is defined as that procedure in appraisal analysis which
converts anticipated benefits (dollar income or amenities) to be derived from
the ownership of property into a value estimate. Anticipated future income
and/or reversions are discounted to a present-worth figure through the
capitalization process.

This analysis requires an estimate of market rent based upon comparable rent of
leased properties. This rental estimate is a gross amount and all expenses to
real estate are deducted. These expenses include vacancy and rent loss which,
when subtracted from the gross income, produces the effective gross income.
Other expenses include real estate taxes, management cost, insurance cost, and
maintenance expense. If applicable, a reduction would also be made for services
and utilities. All expense estimates are obtained from the market by comparison
to similar structures.

After all expenses have been subtracted from the gross income, the resulting
figure is the net operating income, which will be capitalized into value. The
capitalization rate is derived from actual sales that have occurred in the
market place. The sales are analyzed in order to estimate the net operating
income of the property. After the net operating income is estimated, it is
divided by the sales price to provide an indication of the overall
capitalization rate. Capitalization rates can also be built up from the market
factors considered most applicable to income-producing properties. After the net
operating income and the capitalization rate are estimated, the net income is
then capitalized into a value indication by the applicable capitalization
technique.


SALES COMPARISON APPROACH

The Sales Comparison Approach is defined as that approach in an appraisal
analysis which is based upon the proposition that an informed purchaser would
pay no more for the property than the cost to him of acquiring an existing
property with the same utility. Presumably, the potential purchaser considers
the alternatives that are available to him and then makes a rational decision
based upon the information he has about those alternatives that are available to
him and then makes a rational decision based upon the information he has about
those alternatives.

The application of the Sales Comparison Approach involves selecting a number of
competitive properties which have recently sold on the market. The information
derived from this section is analyzed through an adjustment process which
develops indications of what the competitive properties would have sold for if
they possessed all the important characteristics of the subject property. These
indications fall into a pattern surrounding one figure which, when appropriately
rounded, is an indication of the market value of the subject property as of the
date of the appraisal.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

THE APPRAISAL PROCESS - (CONTINUED)                                           23


The reliability of this approach is dependent upon the availability and
verification of the comparable sales data. The degree of comparability between
the competitive properties and the subject, and the absence of non-typical
conditions affecting the sales price of those properties are also important
items that are considered. Therefore, this approach is particularly applicable
when an active market provides sufficient quantities of reliable data which can
be verified from authoritative sources.

RECONCILIATION ANALYSIS

The reconciliation analysis is an evaluation process where the appraiser
carefully evaluates value indications from each of the three approaches. The
reliability of each approach to the present appraisal problem is examined and
weight is given to the accuracy, reliability, quantity of data available for use
in each approach, and the approach in which the market participant typically has
the greatest confidence.




                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              24
LAND VALUE - DIRECT COMPARISON

The subject site is valued by direct comparison with recent sales of other
similarly zoned commercial sites in Bay County, Florida. The sales are analyzed
on the basis of their location and utility relative to the subject.
Sales considered include:

SALE #1

Address/Location:           Northwest corner of Tyndall Parkway and U.S.
                            Highway 22,Callaway, Bay County, Florida
Grantor:                    Daniel & Deborah Fioramonti, A.J. & Beatrice
                            Trawick, and Roy Ostertag, under separate
                            transactions that closed simultaneously
                            andassembled from three parcels.
Grantee:                    Albertsons, Inc.
Sale Date:                  July 24 & July 27, 1995
Sale Price:                 $900,000
Cash Equiv Price:           $900,000
Terms:                      Cash to seller
Recorded:                   O.R. Book 1577 Pages 20, 1500, 1501. Bay County
Verified By:                Walter Abbott, MAI
Rights Conveyed:            Fee simple title
Land Size:                  Acres: 6.5          Square Feet: 283,140
Zoning:                     General Commercial
Highest & Best Use:         Commercial
Use At Sale:                Vacant
Topo/Drainage:              Generally level
Access/Visibility:          Good/Good
Utilities:                  All available
Remarks:                    This parcel is a prime, corner, commercial parcel
                            in the north section of the Tyndall
                            Parkway Corridor. The assemblage of
                            three parcels from three different
                            owners was necessary to obtain
                            enough land for the Albertson's
                            Grocery Store. The site has
                            approximately 440 feet of frontage
                            on Tyndall Parkway and 500 feet
                            along Highway 22.

Indicators of Value:        PRICE PER ACRE:     $138,462


                                                  H.J. Porter & Associates, Inc.
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    25

SALE #2

Address/Location:           3621 U.S. Highway 231, Bay County, Florida

Grantor:                    Bauman Chiropractic Clinic, PA
Grantee:                    Transmitter Crossing, LLC
Sale Date:                  May 28, 1996
Sale Price:                 $625,000
Cash Equiv Price:           $625,000
Terms:                      Cash to seller
Recorded:                   O.R. Book 1635 Page 1779    Bay County
Verified By:                Walter Abbott, MAI
Rights Conveyed:            Fee simple title
Land Size:                  Acres: 6.45         Square Feet: 280,962
Zoning:                     General Commercial
Highest & Best Use:         Commercial
Use At Sale:                Vacant
Topo/Drainage:              Level; typical of the area
Access/Visibility:          Good; Good
Utilities:                  All available
Remarks:                    This site has approximately 516 feet of frontage on
                            Highway 231 and about 510 feet of
                            frontage on Transmitter Road. This
                            site does not include the immediate
                            corner of Transmitter Road and
                            Highway 231. This property included
                            two small, old residential
                            structures which did not contribute
                            to the value of the property. The
                            site has been developed with a
                            Winn-Dixie Marketplace.

Indicators of Value:        PRICE PER ACRE:     $96,899


                                                  H.J. Porter & Associates, Inc.
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    26

SALE #3

Address/Location:           Northwest corner of Middle Beach Road and Beckrich
                            Road, Bay
County, Florida

Grantor:                    Bennetts Reef, Inc. & Mary Sue Wells, Leclere
                            Eubanks & Madelene Coggin Culpepeer, Co-Trustee
Grantee:                    Sembler Family Partnership #8, Ltd.
Sale Date:                  September 1993
Sale Price:                 $850,100
Cash Equiv Price:           $850,100
Terms:                      Cash to seller
Recorded:                   O.R. Book 1453 Page 768 & 772    Bay County
Verified By:                Walter Abbott, MAI
Rights Conveyed:            Fee simple title
Land Size:                  Acres: 9.45         Square Feet: 411,642
Zoning:                     General Commercial
Highest & Best Use:         Commercial
Use At Sale:                Vacant
Topo/Drainage:              level; Adequate
Access/Visibility:          Good; good
Utilities:                  All available
Remarks:                    The property has 640 feet of frontage along Middle
                            Beach Road and 666 feet on Bechrich
                            Road. It is presently improved with
                            a Publix anchored shopping center.

Indicators of Value:        PRICE PER ACRE:     $89,958


                                                  H.J. Porter & Associates, Inc.
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    27

Sale #4

Address/Location:           East side of Tyndall Parkway, just south of 7th
                            Street, Callaway and Bay County, Florida.
Grantor:                    N/A
Grantee:                    N/A
Sale Date:                  Current Listing
Asking Price:               $675,000
Cash Equiv Price:           $675,000
Terms:                      Cash to seller
Verified With:              Selling Agent (850) 763-3994
Verified By:                Matt Rice, H.J. Porter & Associates
Date Verified:              08\18\1997
Rights Conveyed:            Fee simple title
Land Size:                  Acres: 9.24         Square Feet: 402,548
Zoning:                     A portion of the site is zoned commercial and a
                            portion is zoned residential. The
                            owner is in the process of
                            requesting a zoning change to
                            commercial for the entire parcel.
                            The asking price is contingent on
                            the zoning change.
Highest & Best Use:         Commercial
Use At Sale:                A small single-family dwelling that does not
                            contribute to value.
Topo/Drainage:              Level/adequate
Access/Visibility:          Good/Good
Utilities:                  All available
Remarks:                    According to the agent, the site is
                            rectangular with 641 feet of
                            frontage along Tyndall Parkway and
                            a depth of 628 feet. Portions of
                            this property are within the city
                            limits of Callaway and a portion is
                            within Bay County.

Indicators of Value:        PRICE PER ACRE:     $73,052


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                                 LAND SALES MAP
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    28

Land Sales 1 through 4 detailed above are compared to the subject's shopping
center site and adjusted to the subject for notable differences. These
adjustments are made in the adjustment grid below:


<TABLE>
<CAPTION>
=====================================================================================
                               LAND SALES COMPARISON GRID
=====================================================================================
<S>              <C>        <C>               <C>          <C>         <C>
Comp. Number        Subject              #1            #2           #3           #4
Grantor                     Ostertag, Et Al        Bauman     Bennetts          N/A
Grantee                          Albertsons   Transmitter      Sembler          N/A
Location         Parker, FL    Callaway, FL   Bay Co., FL  Bay Co., FL Callaway, FL
Cash. Eq. Price                    $900,000      $625,000     $850,100     $675,000
Date of Sale        8/12/97         6/27/95       5/28/96      9/15/93      8/12/97
Land Size (ACRE)       7.33            6.50          6.45         9.45         9.24
=====================================================================================
ADJUSTMENTS                              #1            #2           #3           #4
Conditions of Sales                  Normal        Normal       Normal       Normal
Net Adjustment                           $0            $0           $0           $0
Market Conditions                      6.39%         3.62%       11.73%        0.00%
(Time) @ 3%    /year
=====================================================================================
Preliminary Adj. Price             $957,510      $647,625     $949,817     $675,000
Preliminary Adj. 
  Price/ ACRE                      $147,309      $100,407     $100,510      $73,052
=====================================================================================
PHYSICAL DIFFERENCES                     #1            #2           #3           #4
   Location                               0%           10%           0%          20%
   Access/Exposure                      -15%            0%           0%           0%
   Listing Status                         0%            0%           0%         -10%
                                         --            --            -           -- 
Subtotal-Physical                       -15%           10%           0%          10%
=====================================================================================
Adjusted Price                     $813,884      $712,388     $949,817     $742,500
Adjusted Price/Acre                $125,213     $110,448      $100,510      $80,357
Size                                   0.94          0.94         1.16         1.16
Adjusted Price Per Acre            $117,700      $103,821     $116,591      $92,411

=====================================================================================
</TABLE>


                                                  H.J. Porter & Associates, Inc.
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    29

The comparable sales listed above were adjusted to the subject for:

Conditions of Sale:     All sales were normal arm's length transactions
                        that required no adjustments.

Time:                   Considers an increase in value of 3% per year over
                        the past several years. This is based on general
                        trends as there were no sales/resales found with
                        which to compare.

Location:               Sales No.2 and No.4 are inferior in location
                        requiring upward adjustments. Both of these sales
                        are located in areas of less intense commercial
                        development.

Access/Exposure:        Sale No.1 is superior to the subject in corner
                        influence. No other adjustments for access/exposure
                        were required.

Size:                   All sales were adjusted using the Dilmore Size
                        adjustment table. This table is based on the fact
                        that a property's price per unit is generally
                        inversely related to its size.

The comparable sales after adjustment, indicate a range of value from $92,411 to
$117,700 per acre. Most emphasis was placed on Sales No.1 and No. 2 due to the
recent sale dates and similarity with the subject property. Based on these
adjusted sales, the subject site, "As if Vacant", is valued as:

       =========================================================
                 ESTIMATED LAND VALUE - AS IF VACANT
       =========================================================
       7.33 Acres @   $110,000 per Acre      =          $806,300
                                         ROUNDED:       $806,000
       =========================================================


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              30
COST APPROACH TO VALUE

The cost factors used are from the Marshall Valuation Service, a national cost
service indexed to the Panama City market and found to be reliable and
consistent with costs incurred by builders within the area. The cost factors
from this cost service are inclusive of architect/engineering fees, construction
period interest, contractors overhead and profit, and normal site prep costs.
Excluded are site improvements such as paving, landscaping, etc., land costs,
and indirect costs such as developers profit and permanent loan fees.

Calculations of total building replacement costs are:

================================================================================
                            Valuation - Cost Approach
================================================================================
Estimated Replacement Cost New - [MARKET]
Good Class "C" - Sec 13, Pg 19
Base Cost                                 $56.83
Sprinkler System                           $1.80

Total Base Cost                           $58.63

Current Cost Multiplier    x                1.04

Local Cost Multiplier      x                0.85

Perimeter Multiplier       x                0.84

GBA                47,315 Sq. Ft. @       $43.54 per Sq. Ft. =   $2,059,920

Canopy @             35% of Base Cost

                    2,640 Sq. Ft  x       $15.24 per Sq. Ft. =      $40.228
                                                                    -------
Estimated Replacement Cost New - [NEIGHBORHOOD SHOPPING CENTER]

Average Class "C" - Sec 13, Pg 27

Base Cost                                 $46.08

Sprinkler System                           $1.80

Total Base Cost                           $47.88

Current Cost Multiplier    x                1.04

Local Cost Multiplier      x                0.85

Perimeter Multiplier       x                0.90

GBA                24,680 Sq. Ft. @       $38.09 per Sq. Ft. =    $940, 143

Canopy @             25% of Base Cost

                    2,650 Sq. Ft  x        $9.52 per Sq. Ft.        $25,237
                                                                    -------
TOTAL REPLACEMENT COST NEW - ALL STRUCTURES                      $3,065,527

================================================================================


                                                  H.J. Porter & Associates, Inc.
<PAGE>

COST APPROACH TO VALUE - (CONTINUED)                                          31

INDIRECT COST

Indirect costs including developer's entrepreneurial profit and permanent loan
fees are added to the subject's direct cost to estimate the total value of the
subject property via the Cost Approach. Developer's entrepreneurial profit is
added at 20% based upon sales of new shopping centers, discussions with
Developers and Brokers, and with consideration given to the cross
collateralization of the portfolio of retail properties to which the subject is
a part. Permanent loan fees are added at the amount typically charged by lenders
- - 2% of the loan amount (1% construction - 1% permanent).

ACCRUED DEPRECIATION AND OBSOLESCENCE

The Winn Dixie portion of the improvements were recently completed, and the
remaining portion of the shopping center was recently renovated. Consequently,
there are no items of deferred maintenance. The subject's effective age is less
than its actual age due to the additions and renovations. Incurable physical
depreciation is estimated using the economic age/life method and calculated as:


================================================================================
                       Depreciation - Physical Incurable
Effective Age:                                                    2 Years
Economic Life New:                                               40 Years
Percentage Depreciation (Effective Age/Life                    5.0%
New)
- --------------------------------------------------------------------------------
Dollar Depreciation - Incurable Long Lived Items
                              $3,065,527        x       5.0%           $153,276
                                               
================================================================================


                                                  H.J. Porter & Associates, Inc.
<PAGE>

COST APPROACH TO VALUE - (CONTINUED)                                          32

Based on inspection of the subject property and its neighborhood, there is no
functional or external obsolescence.

Site improvements are added at their depreciated values and the underlying
vacant shopping center site land value is added as arrived at previously by
comparison. The calculation of Value by the Cost Approach is presented in
tabular form on the following page.




                                                        H.J. Porter & Associates
<PAGE>

COST APPROACH TO VALUE - (CONTINUED)                                          33

<TABLE>
<CAPTION>
=============================================================================================
                                   VALUATION - COST APPROACH
=============================================================================================
<S>                                                 <C>      <C>       <C>         <C>
DIRECT COST
 Total Replacement Cost New - Structures (from prior page)                         $3,065,527
LESS DEPRECIATION:                                           Curable   Incurable
                                                             -------   ---------
 Physical                                                         $0    $153,276
 Functional                                                       $0          $0
 External                                                         $0          $0
 Total                                                            $0          $0     $153,276
                                                                                     --------
Depreciated Cost of Shopping Center                                                $2,912,251
 Add: Site                           Area    Cost/Sq. Ft.     % Dep.    Cost New
                                     ----    -----------      ------    --------
Improvements
 Asphalt Paving                   222,000           $1.50        10%    $299,700
 Concrete Paving                    3,000           $1.75         5%      $4,988
 Concrete Curbs                       200           $7.50        10%      $1,350
 Light Poles                     Lump Sum                                $16,000
 Landscaping                     Lump Sum                                $20,000
 Total Site Improvements                                                             $342,038
                                                                                     --------
 Total Depreciated Cost New                                                        $3,254,289
INDIRECT COST
 Developer Profit                     20% of Total Cost/Land            $812,058
 Permanent Loan Fees @                 2% of Loan Amount
 (Loan basis =                        75% of Land/Bldg Cost)             $73,085
Marketing/Lease Commissions                                              $30,000
TOTAL INDIRECT COST                                                                  $915,143
                                                                                     --------

TOTAL REPRODUCTION COST NEW                                                        $4,169,432
LAND VALUE (from previous section)                                                   $806,000
                                                                                     --------
PRELIMINARY VALUE BY COST -                                                        $4,975,432

                                                                     (Rounded)     $4,980,000
=============================================================================================
</TABLE>

                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE                                                      34

As a primary approach to value for the subject, the estimated net operating
income is capitalized into a value estimate by use of an overall capitalization
rate. In arriving at a net operating income, consideration is given to rentals
and expenses which are incurred in the operation of the property.

POTENTIAL GROSS INCOME

The subject property is anchored by Winn Dixie Marketplace containing 44,000
square feet of stated leased area, and Scotty's with 19,880 square feet. There
are 4,800 square feet of non-anchored shop space located in one building that is
leased to Movie Gallery for three years at $11.16 per square foot. Found in the
Addendum is a Lease Synopsis for each of the subject's tenants.

In order to determine if the subject's local shop space rent is competitive and
market oriented, and to estimate market vacancy, four comparable neighborhood
shopping centers within Bay County, Florida were inspected, surveyed, and
compared to the subject.

Comparable rentals considered for the subject's non-anchored space are shown on
the following pages.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                              RENTAL COMPARABLE MAP
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        35

[GRAPHICS OMITTED]

                                RENT COMPARABLE 1

NAME:                   23rd Street Plaza
LOCATION:               616-676 W. 23rd Street,
                        Panama City, FL
YEAR BUILT:             1986
SIZE:                   99,756 Sq.Ft. GLA
ANCHORS TENANTS:        48,000 Sq.Ft.    Publix
                        9,000 Sq.Ft.     Party Universe
                        42,756 Sq.Ft.    Local Shop
                        -------------               
                        99,756 Sq.Ft.    GLA
SHOP TENANTS:           Professional Print Graphics, Transouth, Ice Cream,
                        Olan Mills, Heaven & Earth, Play It Again Sports,
                        CiCi's Pizza, 4th Dimension Hair, etc.
SHOP SPACE RENTS:       $9.50 - $12.00 per Sq.Ft.
EXP. CONTRIBUTIONS:     Taxes, CAM and Insurance
SHOP OCCUPANCY:         92%
VERIFIED WITH:          Stan Farrell (leasing Agent) (800) 277-0606 -
                        8/18/97
REMARKS:                The asking rate for a 3,600 square foot space is
                        $9.50 per square foot. Also, a 1,400 square foot
                        space was recently leased for $11.75 per square
                        foot. Only a rental range for the shop space was
                        given. The overall condition and quality of this
                        shopping center is good. According to management,
                        the total reimbursements are running $1.33 per
                        square foot annually.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        36

[GRAPHICS OMITTED]

                                RENT COMPARABLE 2

NAME:                   Stanford Station
LOCATION:               730 W. 23rd Street
                        Panama City, Florida
YEAR BUILT:             1983
SIZE:                   88,687 Sq.Ft.  GLA
ANCHORS TENANTS:        42,800 Sq.Ft.    Food World
                        9,000 Sq.Ft.     CVS Pharmacy
                        36,887 Sq.Ft.    Local Shop
                        ------------- 
                        88,687 Sq.Ft.    GLA
SHOP TENANTS:           TCBY, Beepers Unlimited, Harrison Jewelers, Buster
                        Brown Shoes, MensFabricks, FL Linen Outlet, Mount
                        Olive Health Foods, MK Designs, etc.
SHOP SPACE RENTS:       $10.00 - $12.00 per Sq.Ft.
EXP. CONTRIBUTIONS:     Taxes, CAM, Insurance
SHOP OCCUPANCY:         89%
VERIFIED WITH:          Faison Realty (904) 785-0350 8/18/97
REMARKS:                The agent would not verify specific rents of the
                        tenants. Only a rental range for the shop space was
                        given. The asking rate for 1,200 and 2,800 square
                        foot vacant spaces are $11.50 and $10.50 per square
                        foot, respectively. According to the agent, costs
                        for taxes, insurance and CAM are running about
                        $1.75 per square foot annually.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        37

[GRAPHICS OMITTED]

                                RENT COMPARABLE 3

NAME:                   Callaway Plaza
LOCATION:               129-225 Tyndall Parkway
                        Callaway, FL
YEAR BUILT:             1983
SIZE:                   155,040 Sq.Ft. GLA
ANCHORS TENANTS:        42,848 Sq.Ft.    Food World
                        87,543 Sq.Ft.    K-Mart
                        8,400 Sq.Ft.     Eckerds (vacated but paying rent
                                         until 1999)
                        16,249 Sq.Ft.    Shop Space
                        -------------
                        155,040 Sq.Ft.   GLA
SHOP TENANTS:           H&R Block, Cost Cutters Hair, Baskin Robbins,
                        Blimpie, etc.
SHOP SPACE RENTS:       $11.00 - $12.00 per Sq.Ft.
EXP. CONTRIBUTIONS:     Cam, Tax and Insurance
SHOP OCCUPANCY:         100% (Movie gallery has vacated a 4,989 SF space
                        but paying through Sept.1997)
VERIFIED WITH:          Cindy Highsmith - Property Manager (850) 233-9944,
                        8/18/97
REMARKS:                The manager would not verify specific rents of the
                        tenants. Only a rental range for the shop space was
                        given. Currently vacancy is 0%. The manager
                        indicated that there was interest in the 4,989 SF
                        space coming available. The asking rate is $12.00
                        per square foot. Costs for taxes, CAM and insurance
                        are $1.50 square foot.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        38

[GRAPHICS OMITTED]

                                RENT COMPARABLE 4

NAME:                   Albertsons
LOCATION:               Northwest corner of 23rd Street and U.S. Highway 77
                        Panama City, FL
YEAR BUILT:             1980 +/-
SIZE:                   Anchors:               45,000 Sq.Ft. +/-
                        Local Shop Space:      23,700 Sq.Ft.
                                               -------------
                        Total                  68,700 Sq.Ft +/-
ANCHOR Tenants:         Albertson's
SPACE RENT:             $9.50 per Sq.Ft. (Asking)
EXP. CONTRIBUTIONS:     Pro rata share of taxes, insurance & CAM
SHOP OCCUPANCY:         88%
VERIFIED WITH:          Marl Cummings (334) 476-6000, 8/19/97
REMARKS:                This is an older center that is well located near
                        the Panama City Mall. The asking rate for a 2,800
                        square foot vacant space is about $9.50 per square
                        foot. Typical terms are 3-5 years flatwithin the
                        center. CAM charges have been running between
                        $1.58 and $1.64 per square foot in recent years.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        39

Rental rates for non-anchored shop space in the four comparables in the
surrounding areas of Parker, Florida range from $9.50 to $12.00 per square foot.
The most comparable center in terms of location is Rental No.3, Callaway Plaza.
The quoted rate within this center is $12.00 per square foot. Based on these
comparables, the subject's current rent for the 4,800 square feet of shop space
appears to be competitive and market oriented. As such, the subject's contract
rent of $11.16 per square foot is considered at market.

As with most modern neighborhood shopping centers, the shop space tenant pays
its pro rata share of taxes, insurance, and common area maintenance. No other
expense contributions are stated in the lease.

The contract rents for Winn Dixie and Scotty's, like most signature stores, are
a function of the development cost and negotiations between developer and
tenant. The Winn Dixie rent at $7.80 per square foot, and Scotty's at $6.25 per
square foot are within the range of rental rates for similar sized anchor as
illustrated in the following table.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        40

================================================================================
Tenant                Location                   Year     Size-Sq.Ft.Rent/Sq.Ft.
================================================================================
Winn Dixie          Alabaster, AL                1993      44,000      $6.50
Winn Dixie          Panama City, FL              1993      44,000      $7.15
Winn Dixie          Moody, AL                    1993      44,000      $7.00
Winn Dixie          Chalkville, AL               1994      51,250      $6.50
Winn Dixie          Alexander City, AL 1994                44,000      $6.75
Winn Dixie          Chattanooga, TN              1994      44,000      $7.05
Winn Dixie          Anniston, AL                 1995      44,000      $7.70
Winn Dixie          Birmingham, AL               1995      44,000      $6.95
Winn Dixie          Mobile, AL                   1996      51,282      $8.00
Winn Dixie          Dalton, GA                   1996      44,000      $9.26
Winn Dixie          Trussville, AL               1996      44,000      $8.15
Winn Dixie          Mobile, AL                   1997      44,000      $9.00
Winn Dixie          Pensacola, FL                1997      44,000      $8.60
Winn Dixie          Cantonment, FL               1997      44,000      $7.75
WINN DIXIE          PARKER, FL                   1997      44,000      $7.80
Winn Dixie          Mobile, AL                   1997      44,000      $8.85
Winn Dixie          Fairhope, AL                 1997      51,282      $9.25
================================================================================
================================================================================
Drugs for Less      Birmingham, AL               1993      18,000      $7.50
Harco Drugs         Birmingham, AL               1993      12,876      $5.95
Harco Drugs         Pell City, AL                1993       9,100      $7.50
Harco Drugs         Alabaster, AL                1993       9,100      $8.50
Big B Drugs         Chattanooga, TN              1994       8,470      $7.00
Harco Drugs         Tuscaloosa, AL               1994      10,160      $7.90
Revco               Anniston, AL                 1995       9,240      $7.75
SCOTTY'S            PARKER, FL                   1995      19,880      $6.25
Revco               Cantonment, FL               1997       9,240      $7.75
Drugs for Less      Birmingham, AL               1995      18,000      $7.00
Revco               Dalton, GA                   1996       8,450      $9.75
Harco Drugs         Mobile, AL                   1997      10,125      $8.25
================================================================================

Scotty's pays their pro rata share of taxes, insurance, and common area
maintenance. Winn Dixie has their own identified parcel and will directly pay
all taxes, insurance, and building and grounds maintenance. Due to the nature of
the Winn Dixie lease terms, which is non-terminable, their lease is considered a
"Bond Lease."

The Winn Dixie and Scotty's leases call for percentage rents. It is unlikely
that these tenants will reach a level of sales requiring percentage rent until
they have become well established in this market. As such, no income from
percentage rent is estimated.

The Potential Gross Income is the sum of the subject's contract rents plus
expense reimbursements for the pro rata share of taxes, insurance, and common
area maintenance.

                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        41

No administrative fees, reserves or management fee reimbursements are
included in the current leases. The Potential Gross Income is calculated in
the following table.

================================================================================
                             POTENTIAL GROSS INCOME
================================================================================

Anchor Tenants
  Winn Dixie                  44,000 sq.ft.  @   $7.80   =   $343,200
  Scotty's                    19,880 sq.ft.  @   $6.25   =   $124,250
Subtotal                      63,880 sq. ft                             $467,450
Non-Anchor Tenants
  Movie Gallery                4,800 sq. ft. @  $11.16   =    $53,568
Subtotal                                                                 $53,568
                                                                         -------
Total Rental Income           68,680 sq. ft.                            $521,018
Expense Contributions
  Scotty's                    19,880 sq. ft. @   $1.64   =    $32,603
Non-Anchor Tenants
  CAM Admin., St. Res., Mgt.                                       $0
  CAM, Tax, Ins.               4,800 sq. ft. @   $1.64   =     $7,872
                              24,680                                     $40,475
                                                                         -------
POTENTIAL GROSS INCOME                                                  $561,493
================================================================================


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        42

EFFECTIVE GROSS INCOME

Stabilized vacancy and collection loss is subtracted from Potential Gross Income
to estimate the Effective Gross Income. Winn Dixie and Scotty's have extended
lease terms and are considered credit anchor tenants. As such, no vacancy and
credit loss is calculated on their income. Local shop space in the four
comparable shopping centers ranged from 89% to 100%. There is good demand for
local shop space in food anchored shopping centers throughout the Bay County
area. Considering the size of the shop space, the strength of the market and the
subject's anchor tenants, the stabilized vacancy and collection loss for the
subject's non-anchored shop space is estimated to be 5% ($61,440 x 5% = $3,072)
of rent and expense reimbursements. The effective gross income is calculated as
follows.

                  $561,493      Potential Gross Income
                    $3,072      Vacancy and Collection Loss
                    ------                                 
                  $558,421      Effective Gross Income

OPERATING EXPENSES

After estimating Effective Gross Income, all applicable expenses are deducted to
arrive at Net Operating Income. No operating history was provided by management.
The shopping center was purchased by the current owners in 1995. Since that
time, major renovations and additions to the center have taken place. Thus, no
recent stabilized income/expense history is available. To estimate the
appropriate expense levels, statements from similar shopping centers in the
southeast are analyzed and representatives with local management companies were
interviewed.

The expense comparables are presented below and on the following pages.

                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        43

COMPARABLE #1

Project Name:                    Delchamps Plaza North
Location:                        McFarland & Watermelon Road
                                 Tuscaloosa, AL
Year Built:                      1986                           GLA:  59,389 SF
Source:                          Year End Statement
Type Center:                     Neighborhood
Analysis Year:                   1995                           Analysis By: DPM


          Item                       Total               $/SF               %PGR
          ----                       -----               ----               ----
Potential Gross Rent:             $459,768              $7.74             100.0%
Less Vac/Credit Loss:                $-603             $-0.01              -0.1%
                                     -----             ------               ----
Effecfive Gross Rent:             $459,165              $7.73              99.9%
+ CAM/Reimbursements:              $41,120              $0.69               8.9%
+ Misc Income:                      $3,439              $0.06               0.7%
                                    ------              -----               --- 
Effec. Gross Income:              $503,724              $8.48             100.0%

          Item                       Total               $/SF               %EGI
          ----                       -----               ----               ----
Less Expenses:
Management:                        $30,762              $0.52               6.1%
Ad Valorem Tax:                    $33,939              $0.57               6.7%
Insurance:                          $4,915              $0.08               1.0%
Administration Expense:             $1,391              $0.02               0.3%
CAM:                               $41,892              $0.71               8.3%
Miscellaneous:                      $8,765              $0.15               1.7%
                                    ------              -----               --- 
Total Expenses:                   $121,664              $2.05              24.2%
                                  --------              -----              ---- 
Net Operating Income:             $382,060              $6.43              75.8%
                                  ========              =====              ==== 

Comments: Utilities expense included in CAM. Miscellaneous expense is
          non-pass through expense for building repair.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        44

COMPARABLE #2

Project Name:                    Delchamps Plaza South
Location:                        Skyland Blvd.
                                 Tuscaloosa, AL
Year Built:                      1986                           GLA: 108,903 SF
Source:                          Year end operating statement
Type Center:                     Neighborhood Shopping Center
Analysis Year:                   1996                           Analysis By: LHH


          Item                       Total               $/SF               %PGR
          ----                       -----               ----               ----
Effecfive Gross Rent:             $751,676              $6.90                  %
+ CAM/Reimbursements:              $61,400              $0.56                  %
+ Misc Income:                        $300              $0.00                  %
                                      ----              -----                 --
Effec. Gross Income:              $813,376              $7.47             100.0%

          Item                       Total               $/SF               %PGR
          ----                       -----               ----               ----
Less Expenses:
Management:                        $42,686              $0.39               5.2%
Ad Valorem Tax:                    $39,174              $0.36               4.8%
Insurance:                         $13,588              $0.12               1.7%
Administration Expense:            $17,144              $0.16               2.1%
CAM:                               $25,322              $0.23               3.1%
Utilities:                          $6,564              $0.06               0.8%
Miscellaneous:                      $5,071              $0.05               0.6%
                                    ------              -----               --- 
Total Expenses:                   $149,549              $1.37              18.4%
                                  --------              -----              ---- 

Net Operating Income:             $663,827              $6.10              81.6%
                                  ========              =====              ==== 

Comments: Misc. Expense is travel and structural repair.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        45

COMPARABLE # 3

Project Name:                    Stratford Square
Location:                        East Boulevard
                                 Montgomery, AL
Year Built:                      1987                 GLA: 121,236 SF
Source:                          Year End Statement
Type Center:                     Community Shopping Center
Analysis Year:                   1995                 Analysis By:  Philip Minor


          Item                       Total               $/SF               %EGI
          ----                       -----               ----               ----
Effective Gross Rent:             $771,843              $6.37                  %
+ CAM/Reimbursements:             $118,804              $0.98                  %
+ Misc Income:                        $412              $0.00                  %
                                      ----              -----                 --
Effec. Gross Income:              $891,079              $7.35             100.0%

          Item                       Total               $/SF               %EGI
          ----                       -----               ----               ----
Less Expenses:
Management:                        $43,173              $0.36               4.8%
Ad Valorem Tax:                    $47,541              $0.39               5.3%
Insurance:                         $12,987              $0.11               1.5%
Administration Expense:            $13,769              $0.11               1.5%
CAM:                               $53,488              $0.44               6.0%
Miscellaneous:                      $5,650              $0.05               0.6%
                                    ------              -----               --- 
Total Expenses:                   $176,608              $1.46              19.8%
                                  --------              -----              ---- 

Net Operating Income:             $714,471              $5.89              80.2%
                                  ========              =====              ==== 

Comments: Miscellaneous expense includes $3,762 for on-site management,
          and $1,888 advertising and promotion.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        46

COMPARABLE #4

Project Name:                    Corner Village
Location:                        Auburn, AL
Year Built:                      1978                  GLA: 62,510 SF
Source:                          Year End Statement
Type Center:                     Neighborhood Shopping Center
Analysis Year:                   1995                  Analysis By: Philip Minor


          Item                       Total               $/SF               %EGI
          ----                       -----               ----               ----
Effective Gross Rent:             $260,657              $4.17                  %
+ CAM/Reimbursements:              $22,347              $0.36                  %
+ Misc Income:                         $83              $0.00                  %
                                       ---              -----                 --
Effec. Gross Income:              $283,087              $4.53             100.0%

          Item                       Total               $/SF               %EGI
          ----                       -----               ----               ----
Less Expenses:
Management:                        $10,663              $0.17               3.8%
Ad Valorem Tax:                    $21,172              $0.34               7.5%
Insurance:                          $4,405              $0.07               1.6%
Administration Expense:             $3,556              $0.06               1.3%
CAM:                               $25,305              $0.40               8.9%
Utilities:                            $332              $0.01               0.1%
Miscellaneous:                      $1,718              $0.03               0.6%
                                    ------              -----               --- 
Total Expenses:                    $67,151              $1.07              23.7%
                                   -------              -----              ---- 
Net Operating Income:             $215,936              $3.45              76.3%
                                  ========              =====              ==== 

Comments: Miscellaneous expense is building repair and maintenance.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        47

Based on these expense comparables, the pertinent expense categories in
appropriate amounts are estimated below. Because Winn Dixie is responsible for
paying all operating expenses associated with their store, the following expense
estimates reflect expenses for Scotty's and the non-anchored tenant only.


Management/Leasing:          The management fee of the comparable properties
                             ranged from 3.8% to 6.1%. As indicated previously,
                             the subject property is one of fifteen shopping
                             centers in a cross collateralized portfolio of
                             retail properties under single management.
                             Considering economies of scale, the subject's
                             management fee is estimated at the low end of the
                             range at 4% of effective rental income.

Ad Valorem tax:              The subject's ad valorem tax, as previously
                             discussed, is estimated at $15,694 per year.

Insurance:                   According to Robb Newton, a representative of the
                             owner, the current insurance costs are $16,051 per
                             year, or $.65 per square foot annually for the area
                             of the shopping center excluding Winn Dixie. The
                             1996 insurance expense at the subject property was
                             $14,820. Based on discussions with local management
                             companies, the insurance amount appears reasonable.
                             For instance, a nearby 143,808 square foot center
                             had 1996 insurance costs of $.44 per square foot
                             with an anticipation of a significant increase for
                             the upcoming year.

Common Area Maintenance:     Based on the expense comparables, which range from
                             $.23 to $.71 per square foot, as well as
                             discussions with local shopping center managers,
                             Common area maintenance and repair expense is
                             estimated at $8,600 per year or $.35 per square
                             foot.

Structural Maintenance:      Structural maintenance is estimated to be $.07 per
                             square foot for a total annual amount of $1,700.
                             The comparables ranged from $.03 to $.15 per square
                             foot.

Administrative:              This expense is estimated to be $500 per year or
                             $.02 per square foot, and is based on the expense
                             comparables.

Total operating expenses are estimated to be $49,551 per year or $2.01 per
square foot for the Scotty's and non-anchor tenant space.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        48

NET OPERATING INCOME

The subject's stabilized net operating income is calculated by subtracting the
Operating Expenses from the Effective Gross Income and illustrated as:


                         $558,421   Effective Gross Income
                          $49,551   Operating Expenses
                          -------                   
                         $508,870   Net Operating Income


OVERALL CAPITALIZATION RATE

To estimate the subject's value via the Income Approach, the subject's
stabilized net operating income is capitalized with an overall capitalization
rate of 9.00%. The selected overall capitalization rate is based on several
methods of capitalization rate development with consideration given to the
non-terminable Winn-Dixie lease and cross collateralization of the subject
property with the other fourteen shopping centers in the securitized portfolio
of retail properties. The cap rate development methods, which are presented
following the Income Approach Summary on the following page, includes rates
extracted from comparable sales, recently published investor surveys, and three
methods using mortgage and equity positions which include the Ellwood, Band of
Investment, and Debt Coverage Ratio Methods.

Rates extracted from the comparable sales, ranged from 9.64% to 10.53%, with an
average of 10.04%. Published rates from the Korpacz Second Quarter 1997 Investor
Survey ranged from 8.25% to 13.00% with an average rate of 9.84%. The most
likely rates from the three mortgage/equity methods ranged from 8.87% to 9.14%.
The rates developed with mortgage/equity factors reflect current condition and
declining interest rates. The criteria used for these methods was taken from the
above investor survey and from interviews with mortgage brokers.

The High, Middle, and Low average of the five methods of cap rate development
are 10.32%, 9.36%, and 8.72%, respectively. Based on this analysis and the above
considerations, the subject's overall capitalization rate is estimated to fall
between the Middle and Low range of the five methods.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        49

ESTIMATED VALUE BY INCOME APPROACH

The subject's stabilized net operating income of $508,870 is capitalized with an
overall capitalization rate of 9.0% for an estimated prospective market value
"At Stabilized Occupancy" of $5,654,111, which is rounded to $5,650,000. A
summary of the Income Approach to Value is presented below.

<TABLE>
<CAPTION>
==========================================================================================
                                 VALUATION - INCOME APPROACH
==========================================================================================
<S>                        <C>                   <C>        <C>      <C>          <C>
POTENTIAL GROSS INCOME
Anchor Tenants
Winn Dixie                 44,000 sq.ft. @         $7.80        =    $343,200
Scotty's                   19,880 sq.ft. @         $6.25        =    $124,250
Subtotal                   63,880 sq.ft.                                          $467,450
Non-Anchor Tenants
Movie Gallery               4,800 sq.ft. @        $11.16        =     $53,568
Subtotal                                                                           $53,568
                                                                                   -------
Total Rental               68,680 sq.ft.                                          $521,018
Income
Expense Contributions
Scotty's                   19,880 sq.ft. @         $1.64        =     $32,603
Non-Anchor Tenants
CAM Admin., St. Res., Mgt.                                                 $0
CAM, Tax, Ins.              4,800 sq.ft. @         $1.64        =      $7,872
                           24,680                                                  $40,475
                                                                                   -------
POTENTIAL GROSS INCOME                                                            $561,493
Less Vacancy and Collection Loss
Non-Anchor                      5% Rent + Exp. Cont.            =                   $3,072
Tenants

EFFECTIVE GROSS INCOME                                                            $558,421

                                                             % of       $ per
Less Expenses:                                              E.G.I        S.F.
                                                            -----        ----
                           Management:            $7,006     4.0%       $0.28
                           Ad.Val.Tax            $15,694     2.8%       $0.64
                           Insurance             $16,051     2.9%       $0.65
                           CAM                    $8,600     1.5%       $0.35
                           St. Maint.             $1,700     0.3%       $0.07
                           Misc. Admin.             $500     0.1%       $0.07
                           Total Expenses                    8.9%       $2.01      $49,551
NET OPERATING INCOME
                                                                                  $508,870
                                                                                  --------
Capitalized at                                       9.0%                       $5,654,111
TOTAL INDICATED VALUE - "At Stabilized Occupancy"                 (Rounded)     $5,650,000

============================================================================================
</TABLE>


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        50

<TABLE>
<CAPTION>
=======================================================================================================================
Property Capitalization
Rate Justification
=======================================================================================================================
                                                                            High              Middle               Low
                                                                            ----              ------               ---
<S>                                                                        <C>                <C>                 <C>  
                                                                           --------------------------------------------
   1. Market extracted rates for                                           10.53%             10.04%              9.64%
         similar local properties                                          --------------------------------------------

                                                                           --------------------------------------------
   2. Recent published cap rates                                           13.00%              9.84%              8.25%
                                                                           --------------------------------------------
          used by institutional investors - Source: Korpacz Report 2nd Quarter 1997
   
3. Ellwood method calculated rates
          11.55% = Eqty yield before tax                                   
% Property appreciation (income) over hold period =                        -5.00%              0.00%              5.00%
                                                                           
         75% = Mortgage percent of value
       7.75% = Mortgage interest rate 
       20.0  = Mortgage term in years 
       10.0  = Investment holding period
       9.85% = Rm = Mortgage constant
       14.4% = Rmp = Mortgage constant over holding period 
       31.6% = P = Percent  of mortgage paid off over hold period
        5.8% = SFF = Sink fund factor 
       37.2% = J factor
                                                                           --------------------------------------------
                                         Calculated cap rate =              9.36%              8.90%              8.45%
                                                                           --------------------------------------------
4. Band of Investment Method
                                     Mortgage percent to value             70.00%             75.00%             80.00%
                                             Mortgage constant             10.35%              9.85%              9.35%
                                       Equity percent to value             30.00%             25.00%             20.00%
                                        Eqty cash on cash rate              8.00%              7.00%              6.00%
                                                                           --------------------------------------------
                                           Calculated cap rate              9.65%              9.14%              8.68%
                                                                           --------------------------------------------
5. Debt Coverage Ratio Method
                                     Req'd debt coverage ratio               1.35               1.20               1.15
                                     Mortgage percent to value             70.00%             75.00%             80.00%
                                             Mortgage constant             10.35%              9.85%              9.35%
                                                                           --------------------------------------------
                                           Calculated cap rate              9.06%              8.87%              8.60%
                                                                           --------------------------------------------
                                       Average of Five Methods             10.32%              9.36%              8.72%

=======================================================================================================================
</TABLE>

                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        51

================================================================================

                                Explanatory Notes

                          Capitalization Rate Evidence

The accompanying chart illustrates 5 different sets of data or evidence as to
appropriate current property capitalization rates.

         Item #1 Reflects the current range in capitalization rates in the
         southeast based on actual sales - this information is historical in
         nature although there has been a fairly consistent pattern evident in
         this market over the years.

         Item #2 Reflects actual cap rates used by large financial institutions
         in the acquisition and financing of major real estate projects. These
         rates are also historical in nature, but are based on properties of a
         magnitude atypical in this market area. Properties that would appeal to
         at least a regional and perhaps a national market of potential buyers.

         Item #3 Reflects a calculated cap rate utilizing the Ellwood model
         based on future expectations in income and property value growth and
         equity yield rates - explicit input assumptions are listed. This method
         is compelling when market mortgage and equity yield returns are
         predictable and property and income changes can be reliably predicted.

         Item #4 Analyzes required capital outlays to service both the debt (ie
         mortgage payment) and the equity (cash on cash or before tax cash flow
         or equity dividend). The weighted average of these required returns is,
         by definition, equal to the capitalization rate. It should be noted
         that the mortgage interest rate and equity yield rate are NOT part of
         this calculation.

         Item #5 Provides another method often used by lenders. The debt
         coverage ratio is a factor equal to the net operating income divided by
         the annual debt service - in other words, it is an estimate of the
         "cushion" or excess of net operating income over and above debt
         service. The calculated cap can be solved for by the following formula
         R(o) = R(m) x DCR x M.

The actual cap rate used by appraisers in this analysis is bracketed by this
information. Further, this chart illustrates the implicit market expectations of
the various investment parameters that are reflected by the specific
capitalization rate used.

================================================================================

                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                                                              52

SALES COMPARISON APPROACH

To estimate the subject property's value by the Sales Comparison Approach, a
direct comparison is made with actual sales of other neighborhood shopping
center properties. These sales are analyzed on the basis of price per square
foot of gross leasable area (GLA) and their effective gross income multiplier
(EGIM).

While the subject property is part of a large portfolio of retail properties
which would most likely be marketed as a total package, no sales of similar
portfolio of properties were found with which to compare. The market for retail
properties is national, and purchases are made on the strength and reliability
of the income stream. Similar shopping center sales were located in the
Southeast United States. Each sale is adjusted to the subject for pertinent
items, including unusual financing or conditions of sale, time lapsed since
sale, and physical differences such as age, condition, and construction quality
and location as reflected in the net operating income.

The sales considered are detailed on the following pages with a comparison and
adjustment following the presentation of the sales data.



                                                 H. J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHIC OMITTED]

                                  [PHOTOGRAPH]
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       53

Sale #1
Address/Location:        Village At Moody
                         US Highway 411
                         Moody, AL
Grantor:                 FS Partnership, Ltd.
Grantee:                 Birmingham Realty
Sale Date:               02/14/1996
Sale Price:              $4,485,000
Cash Equiv Price:        $4,485,000
Equity:                  $1,485,000
Debt:                    $3,000,000
Terms:                   $1,485,000 cash plus assumption of $3,000,000
                         mortgage at market rates and terms.
Recorded:                Book 261, Page 313; St. Clair County
Verified With:           Paul Spina, Grantor (205) 733-1131
Verified By:             David Mullins, H.J. Porter & Associates
Date Verified:           04/10/1996
Rights Conveyed:         Leased Fee
Land Size:               8.43 Acres
Access/Visibility:       Average/Average
Highest & Best Use:      Neighborhood Shopping Center
Parking:                 396               Parking Ratio: 6.51
Building Size:           60,800 SF(NRA)
Land:Bldg Ratio:         6.0
Year Built:              1995
Condition:               Good
Building Description:    In-line, one story masonry construction with brick
                         exterior on front and sides, and CCB on rear.  Flat
                         built-up roof system.
Anchors:                 Winn Dixie - 44,000 SF
Anchor - Sq. Ft.:        44,000            Anchor %:         72.37
Local:                   J&E Ent., Head Start, Movie Gallery, Open Book,
                         Vulcan Rehab, Moody Cleaners, Vill. Beverage, Merle
                         Norman, Nail Shop
Local - Sq. Ft.:         16,800            Local %: 27.63
Lease Information:       Winn Dixie - $7.00 PSF, Local tenant rent range
                         $10.50 to $11.50 PSF with average of
                         $10.67 PSF. All tenants pay pro-rata
                         share of CAM, tax, and insurance.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       54

Sale #1 (Continued)

ANALYSIS

(1|2|3) *Source                            TOTAL $ AMOUNT         $ PER SF (NRA)
                                           --------------         --------------
(A\E\F)          Potential Gross Income:         $533,922             $8.78
(A\E\F)          Vac & Credit Loss:                $9,920             $0.16
                                                 --------             -----
(A\E\F)          Effec. Gross Income:            $524,002             $8.62
(A\E\F)          Less Expenses:                   $87,532             $1.44
                                                  -------             -----
(A\E\F)          Net Oper. Income                $436,470             $7.18

     ==========================================================================
*    Field 1:             S=Seller           B=Buyer               A=Appraiser
     Field 2:             A=Actual           E=Estimated
     Field 3:             P=Prior Year       F=Year Following
     ==========================================================================

INDICATORS OF VALUE:                         Price Per SF (NRA):   $73.77
                                             PGIM:                 8.40
                                             EGIM:                 8.56
                                             R(o):                 9.73%
                                             Expense Ratio:        16.70

Remarks:  At time of sale this center was less than one year old and did not
          have a complete year of operating history. PGI includes contract rent
          plus estimated expense contributions. Market vacancy estimated at 5%
          of local tenant rent and expense contributions. Expenses include 4%
          management fee, taxes at $.58 PSF, insurance at $.10 PSF, CAM at $.40
          PSF, and St. Maintenance at $.05 PSF. This center is located at the
          northeast corner of I-20 and US Highway 411 in Moody, Alabama. This
          area is a rapidly growing commercial district in the
          Birmingham/Atlanta interstate corridor.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHIC OMITTED]
                                  [PHOTOGRAPH]
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       55

Sale #2
Address/Location:        Middle Beach Shopping Center
                         Middle Beach Road and Bechrich Road
                         Bay County, Florida
Grantor:                 Sembler Family Partnership #8.
Grantee:                 Secured Properties Investors XII, L.P.
Sale Date:               9/9/1994
Sale Price:              $5,775,000
Cash Equiv Price:        $5,775,000
Terms:                   Cash to Seller
Recorded:                O.R. Book 1523 Page 1166; Bay County
Verified By:             Lee Weaver - Pardue, Heid, Church, Smith & Waller
Rights Conveyed:         Leased Fee
Land Size:               8.57 Acres
Access/Visibility:       Good/Good
Highest & Best Use:      Shopping Center
Building Size:           69,877 SF(NRA)
Land:Bldg Ratio:         5.34
Year Built:              1994
Condition:               Good
Building Description:    One Story masonry construction neighborhood
                         shopping center.  Built up flat roof.
Anchors:                 Publix
Anchor - Sq. Ft.:        56,077                     Anchor %: 80.3
Local:                   Movie Gallery, Jane's Hallmark, Jan's Pizza, Far
                         Horizon's Travel, Baskin Robbins, Office Express
                         Classique Hair Styles, Herb Shop.
Local - Sq. Ft.:         13,800                     Local %: 19.7
Lease Information:       All tenants pay a pro-rata share of CAM, Taxes, and
                         Insurance.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       56

Sale #2 (Continued)

ANALYSIS

(1|2|3) *Source                            TOTAL $ AMOUNT        $ PER SF (NRA)
                                           --------------         -------------
(A\E\F)          Potential Gross Income:      $747,600                $10.70
(A\E\F)          Vac & Credit Loss:            $16,754                 $0.24
                                               -------                 -----
(A\E\F)          Effec. Gross Income:         $730,846                $10.46
(A\E\F)          Less Expenses:               $148,846                 $2.13
                                              --------                 -----
(A\E\F)          Net Oper. Income             $582,000                 $8.33

       ======================================================================
*      Field 1:       S=Seller             B=Buyer                A=Appraiser
       Field 2:       A=Actual             E=Estimated
       Field 3:       P=Prior Year         F=Year Following
       ======================================================================


INDICATORS OF VALUE:                       Price Per SF (NRA):    $82.65
                                           PGIM:                  7.73
                                           EGIM:                  7.90
                                           R(o):                  10.08%
                                           Expense Ratio:         20.4%


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHIC OMITTED]

                                  [PHOTOGRAPH]
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       57

Sale #3
Address/Location:      North Hixson Marketplace
                       Hixson Pike and Camp Columbus Road
                       Chattanooga, TN
Grantor:               North Hixson, L.L.C.
Grantee:               Amberjack Ltd.
Sale Date:             03/04/1996
Sale Price:            $4,760,000
Cash Equiv Price:      $4,760,000
Terms:                 Cash to seller
Recorded:              Hamilton County
Verified With:         Dick Schmalz, with Grantor (205) 871-2617
Verified By:           David Mullins, H.J. Porter & Associates
Date Verified:         03/15/1996
Rights Conveyed:       Leased Fee
Land Size:             9.24 Acres
Access/Visibility:     Average/Average
Highest & Best Use:    Neighborhood Shopping Center
Parking:               405                        Parking Ratio: 5.88
Building Size:         63,270 SF(NRA)
Land:Bldg Ratio:       6.4
Year Built:            1995
Condition:             Good
Building Description:  One story neighborhood shopping center with split
                       face block exterior walks and synthetic stucco on
                       steel stud canopy.
Anchors:               Winn Dixie (49,600 sf GBA & 44,000 sf(NRA); Big B
                       Drugs 8,470 sf
Anchor - Sq. Ft.:      52,470                     Anchor %: 82.93
Local:                 Movie Gallery, Sally's Beauty and other local
                       tenants
Local - Sq. Ft.:       10,800                     Local %: 17.07
Lease Information:     Anchor and Local: CAM, Taxes and Insurance


                                                 H. J. Porter & Associates, Inc.
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       58

Sale #3 (Continued)


ANALYSIS
(1|2|3) *Source                           TOTAL $ AMOUNT        $ PER SF (NRA)
                                          --------------        --------------
(S\A\F)       Potential Gross Income:           $623,083            $9.85
(A\E\F)       Vac & Credit Loss:                 $13,057            $0.21
                                                 -------            -----
(A\E\F)       Effec. Gross Income:              $610,026            $9.64
(A\E\F)       Less Expenses:                    $124,533            $1.97
                                                --------            -----
(A\E\F)       Net Oper. Income                  $485,493            $7.67

            ==============================================================
*           Field 1:      S=Seller       B=Buyer               A=Appraiser
            Field 2:      A=Actual       E=Estimated
            Field 3:      P=Prior Year   F=Year Following
            ==============================================================

INDICATORS OF VALUE:                     Price Per SF (NRA):        $75.23
                                         PGIM:                      7.64
                                         EGIM:                      7.80
                                         R(o):                      10.2%
                                         Expense Ratio:             20.41%

Remarks:  At time of sale, there were two vacant local shops containing 2,400
          sq.ft. Expense contribution included in PGI and local vacancy. Vacancy
          based on 10% of local shop income plus expense contributions. Expenses
          based on 4% management, excluding expense contributions, $1.59 for
          taxes, CAM and insurance plus $.05 for structural reserves. The
          estimated expenses were consistent with Grantor's proforma. Average
          local shop space rent for leased space was $10.45/sf.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHIC OMITTTED]
                                  [PHOTOGRAPH]
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       59

Sale #4
Address/Location:       Hillcrest Marketplace
                        Hillcrest Road @ Grelot Road
                        Mobile, Alabama
Grantor:                Hillcrest Marketplace, Ltd.
Grantee:                Confidential
Proposed Sale Date:     9/15/97
Sale Price:             $6,490,000
Cash Equiv Price:       $6,490,000
Terms:                  Cash to seller
Recorded:               Sale Pending
Verified With:          Scott Holcombe, Arlington Properties -Developer
                        (205) 328-9600
Verified By:            Harris Hollans, H.J. Porter & Associates
Date Verified:          04/02/1997
Rights Conveyed:        Leased Fee Interest
Land Size:              12.49 Acres
Access/Visibility:      Good/Good
Highest & Best Use:     Neighborhood Shopping Center
Parking:                359                        Parking Ratio: 4.63
Building Size:          76,365 SF(NRA)
Land:Bldg Ratio:        7.1
Year Built:             1997
Condition:              New
Building Description:   Red brick veneer front over concrete block wall.
                        Reinforced concrete slab. Single ply membrane roof.
                        Raised seam metal and canvas awning.
Anchors:                Winn Dixie (51,282 sq.ft.), Revco (9,240 sq.ft.)
Anchor - Sq. Ft.:       60,522                     Anchor %: 79.25
Local:                  Various regional, national, & local
Local - Sq. Ft.:        15,843                     Local %: 20.75
Lease Information:      Winn Dixie rent was $8.00 per sq.ft. Revco rent was
                        $8.00 per sq.ft. Local rents were pro-forma $11.50,
                        actual was $12.50 per sq.ft. Anchor expense
                        contributions were estimated at $.99 per sq.ft.
                        with local tenants at $1.38 per sq.ft.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       60

Sale #4 (Continued)

ANALYSIS


(1|2|3) *Source                            TOTAL $ AMOUNT         $ PER SF (NRA)
                                           --------------         --------------
(A\E\F)          Potential Gross Income:         $756,072            $9.90
(A\E\F)          Vac & Credit Loss:               $17,613            $0.23
                                                  -------            -----
(A\E\F)          Effec. Gross Income:            $738,459            $9.67
(A\E\F)          Less Expenses:                  $112,823            $1.48
                                                 --------            -----
(S\E\F)          Net Oper. Income                $625,636            $8.19


     ==========================================================================
*    Field 1:             S=Seller           B=Buyer               A=Appraiser
     Field 2:             A=Actual           E=Estimated
     Field 3:             P=Prior Year       F=Year Following
     ==========================================================================

INDICATORS OF VALUE:                        Price Per SF (NRA):       $84.99
                                            PGIM:                     8.58
                                            EGIM:                     8.79
                                            R(o):                     9.6400%
                                            Expense Ratio:            15.28%


Remarks:  The total Gross Building Area of the shopping center was 77,557 sq.ft.
          Local tenant space was projected to be 100% leased prior to
          completion. The sale of the property was also negotiated prior to
          completion. Estimated completion date was July 1997. There were five
          out-parcel lots at the center which were not included in the
          transaction. Significant site work was necessary for development.
          Estimated site work totaled $85,000 per acre. Out-parcels were
          marketed to Wendy's, New York Bagel, and Boston Market.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHIC OMITTED]

                                  [PHOTOGRAPH]
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       61

Sale #5
Address/Location:       Ensley Square Shopping Center
                        Northeast Corner of Nine Mile Road and Palofax Highway
                        Pensacola, Florida
Grantor:                Noro - Ensley Square Holdings BV
Grantee:                Branch / HOP Associates, L.P.
Sale Date:              11/15/1995
Sale Price:             $3,450,000
Cash Equiv Price:       $3,450,000
Terms:                  Cash Buyer assumed loan of $1,518,700 at a reported
                        market level rate.
                        No known affect on sale price.
Recorded:               O.R. Book 3872 Page 477; Escambia County
Verified By:            Terry Hoffman, MAI - Hoffman & Associates
Rights Conveyed:        Leased Fee
Land Size:              6.41 Acres
Access/Visibility:      Good/Good
Highest & Best Use:     Shopping Center
Building Size:          60,630 SF(NRA)
Land:Bldg Ratio:        4.61
Year Built:             1976
Condition:              Average
Building Description:   One story masonry and wood exterior neighborhood
                        shopping center.
                        Built up flat roof.
Anchors:                Delchamps
Anchor - Sq. Ft.:       38,427                         Anchor %: 63.4
Local:                  Radio Shack, GTE Mobile Net, Vick's Cleaners, Isey's
                        Pet Center, Ann's Hallmark, Northwest Financial,
                        Delchamp's Liquor, etc.
Local - Sq. Ft.:        22,203                         Local %: 36.6
Lease Information:      Tenants pay a pro-rata share of CAM, Taxes, and
Insurance.

                                                 H. J. Porter & Associates, Inc.
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       62

Sale #5 (Continued)

ANALYSIS

(1|2|3) *Source                            TOTAL $ AMOUNT         $ PER SF (NRA)
                                           --------------         --------------
(A\E\F)          Effective Gross Income          $454,218             $7.49
(A\E\F)          Expenses                         $90,843             $1.50
                                                  -------             -----
(A\E\F)          Net Oper. Income                $363,375             $5.99


     ==========================================================================
*    Field 1:             S=Seller           B=Buyer               A=Appraiser
     Field 2:             A=Actual           E=Estimated
     Field 3:             P=Prior Year       F=Year Following
     ==========================================================================


INDICATORS OF VALUE:                         Price Per SF (NRA):     $56.90
                                             PGIM:                   N/A
                                             EGIM:                   7.60
                                             R(o):                   10.53%
                                             Expense Ratio:          20%

Remarks:  Verification of effective gross income was through the purchaser's
          agent. Net income was estimated based on discussions with the agent.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                               IMPROVED SALES MAP
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       63

The sales detailed above are compared and adjusted to the subject for pertinent
items of difference as:

<TABLE>
<CAPTION>
=========================================================================================================
                                   SUMMARY OF IMPROVED SALES AND ADJUSTMENTS
=========================================================================================================
<S>                       <C>      <C>            <C>            <C>            <C>            <C>
Comp. Number              Subject           #1            #2             #3             #4             #5

Center Name                             Vill @        Middle     North Hixson    Hillcrest   Ensley Square
                                         Moody         Beach

Grantor                            FS Partners       Sembler     North Hixon     Hill. Ltd           Noro

Grantee                            Birm.Realty       Secured     Amberjack.          Conf.         Branch
                                                                                                      Ltd
Cash Eq.Sale Price                  $4,485,000    $5,777,000     $4,760,000     $6,490,000     $3.450,000
                          10/17/97     2/14/96        9/9/94         3/4/96         7/1/97       11/15/95
Gross Leasable Area         68,680      60,800        69,877         63,270         76,365         60,630

Sale Price/Sq.Ft.                       $73.77        $82.65         $75.23         $84.99         $56.90

NOI                       $508,870    $436,470      $582,000       $485,493       $625,636       $363,375

NOI per Sq. Ft.              $7.41       $7.18         $8.33          $7.67          $8.19          $5.99

EGIM                                      8.56          7.90           7.80           8.79           7.60
==========================================================================================================
ADJUSTMENTS                                 #1            #2             #3             #4             #5

Conditions of Sale                      Normal        Normal         Normal         Normal         Normal
                                         $0.00         $0.00          $0.00          $0.00          $0.00
Market Conditions/Time                    8.4%         15.5%           8.1%           1.5%           9.6%
@ 5% Per Year
==========================================================================================================
Preliminary Adj.Price/Sq.Ft.            $79.96        $95.46         $81.33         $86.26         $62.37
==========================================================================================================
PHYSICAL DIFFERENCES                        #1            #2             #3             #4             #5
NOI Adjustment                            3.2%        -11.0%          -3.4%          -9.6%          23.6%
Overall Adjustment                       $2.56      ($10.50)        ($2.77)        ($8.28)         $14.72
Final Adjusted Price/Sq. Ft. of Bldg    $82.52        $84.96         $78.56         $77.98         $77.09
==========================================================================================================
</TABLE>


                                                 H. J. Porter & Associates, Inc.
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       64

The sales were adjusted to the subject for the following items:

CONDITION OF SALE:         No adjustment indicated.

TIME:                      Considers an increase of 5% per year based on
                           analysis of the overall capitalization rates of the
                           comparable sales and range of rates from the five
                           methods considered in the Income Approach.

NET OPERATING INCOME:      The comparable sales were adjusted to the subject
                           based on the difference in net operating income.
                           The physical and economic characteristics such as
                           condition, age, vacancy, size, and location are
                           reflected in a property's net operating income. As
                           indicated in the following table, there is a direct
                           relationship between the sale price per square foot
                           and net operating income per square foot.

                                ===================
                                 SP/SF       NOI/SF
                                -------------------
                                $73.77       $7.18
                                $82.65       $8.33
                                $75.23       $7.67
                                $84.99       $8.19
                                $56.90       $5.99
                                ===================

                           The adjustment for NOI is based on the following
                           formula: the comparable sales NOI per square foot
                           is subtracted from the subject's estimated NOI per
                           square foot and the difference is divided by the
                           comparable's NOI per square foot.

The comparable sales present an adjusted range of value from $77.09 to $84.96
per square foot. Most emphasis was placed on Sales No.1 through No.4, as they
are most similar in terms of overall effective age. Based on this analysis, with
consideration given to the non-terminability of the Winn Dixie lease and the
subject's cross collateralization, the subject's value is estimated at $80.00
per square foot.

Based on these adjusted sales, the subject property is valued by direct
comparison as:

68,680 Sq.Ft. GLA @ $80.00    =                                $5,494,400
                              Rounded                          $5,490,000


                                                 H. J. Porter & Associates, Inc.
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       65

The Effective Gross Income Multipliers (EGIM) derived from the above sales are
highlighted as:


                          SALE #       EGIM
                          ------       ----
                            1          8.56
                            2          7.90
                            3          7.80
                            4          8.79
                            5          7.60


The Effective Gross Income Multipliers of the five comparable sales range from
7.6 to 8.79. Based on these sales, with consideration given to declining
interest rates, the subject's EGIM is estimated at the high end of the range.
The subject is valued by EGIM as:

$558,421 EGIM x 8.70          =                                $4,858,263
                              Rounded                          $4,860,000

Due to discrepancies between the sales and the subject property with regard to
expense collections, expense ratios and reimbursement income, the price per
square foot technique is considered the most reliable in this instance.
Considering this factor, the concluded prospective market value estimate "At
Stabilized Occupancy" by the Sales Comparison Approach is $5,450,000.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                                                              66

RECONCILIATION AND FINAL VALUE ESTIMATE

Cost Approach....................................................... $4,980,000

This approach is felt to be reliable, being based on a respected national cost
service's figures as well as actual cost of other centers. The land value is
based on recent commercial land sales from the subject's market area and is felt
to be well supported. This approach is given secondary consideration to the
Income Approach.

Income Approach..................................................... $5,650,000

This approach is felt to be most indicative of the subject's value. It best
reflects current and projected market conditions as they relate to the subject
and mirrors the actions of investors in today's market. Overall, this approach
is afforded greatest consideration.

Sales Comparison Approach........................................... $5,450,000

This approach is based on recent sales of other neighborhood shopping centers.
Due to discrepancies between the sales and the subject property with regard to
expense collections, expense ratios and reimbursement income, the price per
square foot technique is considered the most reliable in this instance. This
approach is afforded less consideration than the Income Approach.

Based on the value indications summarized above, we are of the opinion that the
subject's leased fee interest, has a prospective market value "At Stabilized
Occupancy", as of October 17, 1997, of:

                    FIVE MILLION SIX HUNDRED THOUSAND DOLLARS
                                  ($5,600,000)


Divided As:           Improvements                       $4,794,000
                      Land                                $ 806.000
                                                         ----------
                      Total                              $5,600,000


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                                                              67

VALUATION - "AS IS"

The value "As Is" is calculated by subtracting the estimated value loss due to
rent loss and the costs associated with the outstanding tenant improvement
allowance from the prospective market value "At Stabilized Occupancy". The
subject property is currently 100% leased. However, it will be approximately two
months before the Movie Gallery lease commences. Thus, there is a rent loss
associated with this lease. Also, the landlord is providing Movie Gallery with a
$31,500 tenant improvement allowance to be paid within 10 days from when tenant
opens for business.

Considering the two month period before commencement, the first year vacancy on
the shop space equates to 17% (2 months vacant/12 months). The rent loss is
estimated by comparing the net operating income "At Stabilized Occupancy" with
the estimated net operating income considering the two month rent loss. The
value loss due to rent loss and the outstanding tenant improvement allowance is
presented on the following page.



                                                 H. J. Porter & Associates, Inc.
<PAGE>

VALUATION - "AS IS" - (CONTINUED)                                             68

================================================================================
         VALUE LOSS DUE TO RENT LOSS AND OUTSTANDING TENANT IMPROVEMENTS
================================================================================
POTENTIAL GROSS INCOME               Income/Expenses             Income/Expenses
                                     At Stabilized Occupancy               As Is
                                     -----------------------               -----
Anchor Tenants

 Winn Dixie                              $343,200                      $343,200

 Scotty's                                $124,250                      $124,250

Subtotal                                 $467,450                      $467,450

Non-Anchor Tenants

 Movie Gallery                            $53,568                       $53,568

Subtotal

Total Rental Income                      $521,018                      $521,018

Expense Contributions

 Scotty's                                 $32,603                       $32,603

Non-Anchor Tenants

  CAM Admin., St. Res., Mgt.                   $0                            $0

  CAM, Tax, Ins.                           $7,872                        $7,872

                                          $40,475                       $40,475

POTENTIAL GROSS INCOME                   $561,493                      $561,493

Less Vacancy and Collection Loss

Non-Anchor Tenants Rent                    
 + Exp. Contributions @    5%              $3,072            17%        $10,445
                                         
EFFECTIVE GROSS INCOME                   $558,421                      $551,048

Less Expenses:

     Management:         4.0%              $7,006                        $6,748

     Ad. Val. Tax                         $15,694                       $15,694

     Insurance                            $16,051                       $16,051

     CAM                                   $8,600                        $8,600

     St. Maint.                            $1,700                        $1,700

     Misc. Admin.                            $500                          $500

Total Expenses                            $49,551                       $49,293

NET OPERATING INCOME                     $508,870                      $501,755

Value Loss Due to Rent Loss:                        $7,116
Add: Outstanding Tenant
  Improvement Allowance:                           $31,500
Total Value Loss                                   $38,616
                                         Rounded:  $40,000

================================================================================


                                                 H. J. Porter & Associates, Inc.
<PAGE>

VALUATION - "AS IS" - (CONTINUED)                                             69

Based on the above analysis, it is concluded that the subject has an "As Is"
market value estimate as of August 9, 1997, of:


CONCLUDED PROSPECTIVE MARKET VALUE
"AT STABILIZED OCCUPANCY:                                             $5,600,000

LESS: VALUE LOSS ASSOCIATED WITH RENT LOSS
AND OUTSTANDING TENANT IMPROVEMENT ALLOWANCE:                         $   40,000
                                                                      ----------

CONCLUDED "AS IS" MARKET VALUE ESTIMATE:                              $5,560,000




                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                                                              70

                                  CERTIFICATION

We certify that, to the best of our knowledge and belief,...

1.   The statements of fact contained in this report are true and correct.

2.   The reported analyses, opinions, and conclusions are limited only by
     the reported assumptions and limiting conditions, and are our personal,
     unbiased professional analyses, opinions and conclusions.

3.   Neither party signing this report has a present or prospective interest
     in the property that is the subject of this report, nor do they have
     any personal interest or bias with respect to the parties involved.

4.   Our compensation is not contingent on an action or event resulting from
     the analyses, opinions, or conclusions in, or the use of; this report.
     Our compensation is not contingent upon the reporting of a
     predetermined value or direction in value that favors the cause of the
     client, the amount of the value estimate, the attainment of stipulated
     result, or the occurrence of a subsequent event.

5.   Our analyses, opinions, and conclusions were developed, and this report
     has been prepared, in conformity with the requirements of the Code of
     Professional Ethics and the Standards of Professional Practice of the
     Appraisal Institute, and the Uniform Standards of Professional
     Appraisal Practice as promulgated by the Appraisal Standards Board of
     the Appraisal Foundation.

6.   The use of this report is subject to the requirements of the Appraisal
     Institute and the applicable Real Estate Appraisers Board relating to
     review by its duly authorized representatives.

7.   This assignment was made subject to regulations of the applicable State
     Real Estate Appraisers Board. The undersigned state certified appraiser
     has met the requirements of the board that allow this report to be
     regarded as a 'certified appraisal'.

8.   Howard J. Porter, Jr., MAI, CCIM, is currently certified under the
     continuing education program of the Appraisal Institute.

9.   Howard J. Porter, Jr., MAI, CCIM, has not made a personal inspection of
     the property that is the subject of this report.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                                                              71

                           CERTIFICATION - (CONTINUED)

10.  Matthew S. Rice, Associate, has made a personal inspection of the
     property that is the subject of this report.

11.  No one provided significant professional assistance to the persons
     signing this report.

12.  This appraisal assignment was not based on a requested minimum
     valuation, a specific valuation, or the approval of a loan.

13.  Based upon the foregoing investigations and analysis, it is our opinion
     that the subject property has leased fee market value estimates as
     follows:

     Prospective Market Value Estimate
     "At Stabilized Occupancy"
     As of October 17, 1997


                    FIVE MILLION SIX HUNDRED THOUSAND DOLLARS
                    -----------------------------------------
                                  ($5,600,000)


"As Is" Market Value Estimate:
As of August 9, 1997


                FIVE MILLION FIVE HUNDRED SIXTY THOUSAND DOLLARS
                ------------------------------------------------
                                  ($5,560,000)


/s/ Howard J. Porter                                11/13/97
- -----------------------------------------           --------
Howard J. Porter, Jr., MAI, CCIM                    Date
Certified General Real Property Appraiser
Alabama Certificate #G51


/s/ Matthew S. Rice                                 11/13/97
- -----------------------------------------           --------
Matthew S. Rice, Associate                          Date
Certified General Real Property Appraiser
Florida Temporary Practice Permit #0001152



                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                                                              72

EXHIBITS
    Location Map................................................  Facing Page 3
    Area Map....................................................  Facing Page 9
    Subject Photographs......................................... Facing Page 13
    Site Plan................................................... Facing Page 15
    Land Sales Map.............................................. Facing Page 28
    Rental Comparable Map....................................... Facing Page 35
    Improved Sales Map.......................................... Facing Page 63

ADDENDUM II
    Korpacz Real Estate Investor Survey
    Engagement Letter
    Assumptions and Limiting Conditions
    Qualifications

                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                     Winn-Dixie Montgomery, Inc.

Area:                       44,000 Sq. Ft.

Term:                       20 years

Lease Expiration:           08/20/15 (According to rent roll)

Renewal Options:            6 option for 5 years each at same rent and terms

Minimum Rental:             $343,200/year, or $7.80/sf

Percentage Rent:            1% over natural breakpoint

Expenses:                   Winn-Dixie will be responsible for
                            building and grounds maintenance, ad
                            valorem taxes, and property
                            insurance on their delineated area.
                            This is a triple net lease wherein
                            the tenant is responsible for a
                            expenses associated with the
                            operation of the property.

Repairs by Landlord:        None

Repairs by Tenant:          All

Subletting:                 Tenant has right to use, vacate, assigned, sublet
                            in whole or part for retail food store or any other
                            lawful use.

Subordination:              Yes

Non-Terminability:          This lease shall not terminate and the Tenant shall
                            not have any right to terminate this lease during
                            the Term. Basic rent and all other sums payable by
                            Tenant shall be paid without notice or demand, and
                            without set-off, counterclaim, recoupment,
                            abatement, suspension, deferment, diminution,
                            deduction, or defense.

                            It is the intention of this lease
                            that the obligations of the Tenant
                            shall be separate and independent
                            covenants and agreements, and that
                            Basic Rent and all other sums
                            payable by Tenant shall continue to
                            be payable in all events, and that
                            the obligations of Tenant shall
                            continue unaffected.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                 LEASE SYNOPSIS


Tenant:                     Scotty's

Area:                       19,880 Sq. Ft.

Term:                       10 years

Lease Expiration:           02/28/06 (according to rent roll)

Renewal Options:            Three, five year renewal options

Minimum Rental:             $6.25/Sq. Ft.

Percentage Rent:            2% of gross receipts over $3,500,000.

Expense Contributions:

         C.A.M.             Pro-rata share
         Tax                Pro-rata share
         Insurance          Pro-rata share
         Structural Res.    None
         Management Fee     None

Utilities Paid By:          Tenant

Repairs by Landlord:        Roof, outer walls, structural portions of the
                            building, water, gas, and electrical lines leading
                            to the leased premises, and replacement of HVAC
                            equipment in the event said equipment can not be
                            satisfactorily repaired due to ordinary wear and
                            tear and requires replacement. Also, landlord is
                            responsible for repairs caused by natural disaster
                            such as fire, flood windstorm, etc.

Repairs by Tenant:          All maintenance
                            replacement and repairs necessary to
                            keep leased premises in good state
                            of repair except for the above
                            mentioned items that are the
                            landlord's responsibility.

Parking:                    5 spaces per 1,000 sf of leasable area

Subletting:                 Yes, with Lessor's written permission

Subordination:              Yes


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                 LEASE SYNOPSIS


Tenant:                     M.G.A., Inc. (Movie Gallery)
Area:                       4,800 Sq. Ft.
Term:                       5 Years

Lease Commencement:         Projected for October 17, 1997 (60 Days from
                            turnover date of 8/18/97)

Renewal Options:            Two, three-year options

Minimum Rent:               Years 1-3 - $11.16 per Sq. Ft.
                            Years 4-5 - $12.25 per Sq. Ft.
                            Option Period One: $13.50 per Sq. Ft.

Percentage Rent:            None
Expense Contributions:
         C.A.M.             Pro-rata share
         Tax                Pro-rata share
         Insurance:         Pro-rata share
         Structural Res.    None
         Management Fee     None

Repairs by Landlord:        Roof, exterior walls, foundation, sprinkler
                            systems, exterior canopies, and structural
                            components. Landlord warrants HVAC equipment for 1
                            yr.

Repairs by Tenant:          HVAC repairs and interior repairs.  Tenant's HVAC
                            repairs shall be limited to $250 per occurance and
                            $500 per year. However, if new HVAC units are
                            installed by landlord, the above repair limits
                            shall not apply.

Parking:                    No requirement

Subletting:                 Requires written permission from landlord

Remarks:                    Tenant has the right to terminate the lease by
                            giving 30 days written notice if Winn Dixie closes
                            for business. Landlord agrees to contribute $31,500
                            for tenant improvement allowance to be paid within
                            10 days from when tenant opens for business. The
                            sprinkler system is not currently in working order.
                            If tenant's ability to obtain necessary city or
                            other governmental permits or approvals requires
                            any sprinkler improvements, landlord will take such
                            steps as to bring the sprinkler system to good
                            working order.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

========
KORPACZ 
========

NATIONAL STRIP SHOPPING CENTER MARKET

     The trend toward investors focusing on retail acquisitions continues this
quarter. They believe that since the prices of other property types have been
bid up, retail offers better relative values. "We're seeing the beginning of a
run up in retail again," says one participant. The major interest tends to be on
neighborhood and community centers.

     The optimum size of the ideal strip shopping center is 100,000 square feet
to 130,000 square feet, but investors will also consider larger properties,
especially if there is the potential to put in other anchor stores such as
Marshall's or T.J. Maxx. Although buyers prefer not to have centers that are
smaller than 100,000 square feet, some portfolios may have centers as small as
70,000 square feet and as large as 200,000 square feet. "But there you have to
take good with bad," comments a participant. The supply of available strip
centers is plentiful, but is hard to find those of optimum size that are
anchored by a market-dominant grocery store.

     The importance of the grocery anchor is based on its capability to generate
traffic in the center, which greatly enhances the landlord's ability to lease
the in-line stores. The traffic increases in-line store sales volume, which
mitigates the risk of ownership and provides the investor with the requisite
yield from such a center.

     The size of the grocery anchor is also significant in its competitive
position. Although the optimum size varies by market in major metropolitan areas
between 50,000 square feet and 75,000 square feet ideal. In smaller markets a
40,000-square-foot store can be successful. However, the older
25,000-square-foot stores are considered functionally obsolete.

     Over the next 12 months, prices in the national strip center market are
expected to remain stable or drop slightly. Survey participants put the average
decrease at 1.78%.

TABLE 7
NATIONAL STRIP SHOPPING CENTER MARKET
SECOND QUARTER 1997

     Key indicators in the national strip shopping center market support the
expectation of stagnant values for the year. Again this quarter, the changes in
indicators are small. The average discount rate (IRR) increased 2 basis points
(see Table 7). This follows a 10 basis-point decrease last quarter.

     The average overall cap rate (OAR) decreased 1 basis point to 9.84%. Highly
desirable centers trade at cap rates between 8.00% and 10.00%, but most close at
cap rates between 10.00% and 11.00%.

     Strip shopping centers have long been perceived to pose higher investment
risk than regional malls, and both IRRs and going-in cap rates have reflected a
premium for the higher risk. In fourth quarter 1996, however, for the first time
since we began tracking the national strip shooting center market in fourth
quarter 1991, the average IRR fell below the national regional mall market
average IRR. This quarter the rates are 11.55% and 11.75%, respectively.

     The strip shopping center OAR is still considerably higher than the
regional mall rate. The spread between the two had narrowed during 1996.
However, last quarter's 7-basis-point increase in the strip shopping center OAR
widened the gap again. The current OAR premium is 127 basis points. It was 173
one year ago. By comparison, the national power center OAR is 9.58%, 26 basis
points lower than the strip shopping center rate.

     Investors would like to acquire portfolios of neighborhood and community
shopping centers are that located in one region, thus presenting the opportunity
for management and leasing efficiencies. These are difficult to find, however,
and are priced at a premium. |_|

                                CURRENT            LAST              YEAR
KEY INDICATORS                  QUARTER           QUARTER            AGO
===========================  ===============  ===============  ================
Discount Rate (IRR)(a)                                         
===========================  ===============  ===============  ================
RANGE                        10.00%-14.00%     10.00%-14.00%      10.00%-14.00%
AVERAGE                          11.55%           11.53%             11.74%
CHANGE (Basis Points)             --                +2.                -19
===========================  ===============  ===============  ================
Overall Cap Rate (OAR)(a)                                      
===========================  ===============  ===============  ================
RANGE                         8.25%-13.00%     8.25%-13.00%       8.25%-13.00%
AVERAGE                          9.84%             9.85%              9.90%
CHANGE (Basis Points)             --                -1                 -6
===========================  ===============  ===============  ================
Market Rent Change Rate(b)                                     
===========================  ===============  ===============  ================
RANGE                         0.00%-6.00%       0.00%-6.00%        0.00%-6.00%
AVERAGE                          2.83%             2.73%              2.60%
CHANGE (Basis Points)             --                +10                +23
===========================  ===============  ===============  ================
Expense Change Rate(b)                                         
===========================  ===============  ===============  ================
RANGE                         0.00%-5.00%       0.00%-5.00%        2.00%-5.00%
AVERAGE                          3.58%             3.67%              3.99%
CHANGE (Basis Points)             --                -9                 -41
===========================  ===============  ===============  ================
Residual Cap Rate                                              
===========================  ===============  ===============  ================
RANGE                         8.25%-12.00%     8.25%-12.00%       8.25%-13.50%
AVERAGE                          9.92%             9.92%             10.13%
CHANGE (Basis Points)             --                 0                -21

a.   Rate on unleveraged, all-cash transactions
b.   Initial rate of change


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                      [H.J. PORTER ASSOCIATES - LETTERHEAD]

                                  July 31, 1997

Mr. Anthony Rokovich
Merrill Lynch
World Financial Center - North Tower
New York, NY 10281

                                            Re: Agreement for Appraisal Services

Dear Mr. Rokovich:

Please allow this to serve as our proposal and agreement for appraisal services
on the properties described below.

Property To Be Appraised

The real estate to be appraised is briefly described as:

59 West Shopping Center                     29 North Shopping Center
700 Academy Drive                           1550 South U.S. Highway 29
Bessemer, AL                                Cantonment, FL

Clanton Marketplace                         Nine Mile Plaza Shopping Center
Highway 31 & Ollie Avenue                   312 East Nine Mile Road
Clanton, AL                                 Pensacola, FL

Betts Crossing Shopping Center              Parker Shopping Center
1441 Fox Run Parkway                        208 South Tyndal Parkway
Opelika, AL                                 Parker, FL

Opp Marketplace                             The "T" Shopping Center
507 E. Cummings Road                        17184 Front Beach Road
Opp, AL                                     Panama City Beach, FL

Greenbrier Station Shopping Center          Mandeville Marketplace
1408 Golden Springs Road                    619 N. Causeway Blvd.
Anniston, AL                                Mandeville, LA

Russell Crossing Shopping Center
U.S. Highway 280 and Stadium Drive
Phenix City, AL



      123 N. College St., Ste. 100 o P.O. Box 28 o Auburn, Alabama 36830 o
                        (334)826-8682 o Fax (334)826-3827
 14 Office Park Circle, Suite 230 o Birmingham, Alabama 35223 o (205)871-3600 o
                                Fax (205)879-3762
418 Scott Street o Montgomery, Alabama 36104 o (334)262-8331 o Fax (334)262-8325

                  Real Estate Research, Appraisal & Counseling
<PAGE>

Mr. Rokovich
July 31, 1997
page 2

Purpose Of The Appraisal

These appraisals will be made to determine the market value of the leased fee
interest of the subject real estate. The term "market value" is as defined in
the Uniform Standards of Professional Appraisal Practice as promulgated by the
Appraisal Standards Board of the Appraisal Foundation.


Function Of The Appraisal

It is understood that these appraisals have been requested to function as an
underwriting guide for mortgage loan purposes and for use in the securitization
of the mortgage. Accordingly, these appraisals may be provided by Merrill Lynch
to potential investors in a securitization or other sale of the mortgage
loan(s).

Scope Of The Appraisal

The scope of this assignment shall include, but not be limited to:

1)  Personal contact with the owner or his representative to arrange an
    on-site inspection.
2)  On-site inspection of the site and improvements.
3)  Review of public records pertaining to the subject.
4)  Research into public records and interviews with Realtors(R),
    management agents, owners, developers, and other appraisers as deemed
    pertinent, to locate comparable data.
5)  Analysis of comparable data and completion of the Cost, Market, and
    Income Approaches to value as may be deemed applicable.


Report and Delivery

The appraisals will be complete analyses communicated in self-contained
narrative reports with all supporting information and exhibits included.

The appraisals will be made in conformance with the Standards of Professional
Practice and Code of Ethics of the Appraisal Institute. As such, the reports
shall be subject to their review. The appraisals shall also conform to the
Uniform Standards of Professional Appraisal Practice as set by the Appraisal
Standards Board of the Appraisal Foundation.

The date of appraisals shall be made effective as of the dates of inspection.
The reports will be addressed to Mr. Anthony-Rokovich, Merrill Lynch.
Additionally, the properties will be valued as of the estimated dates of
completion of improvements and as of the estimated date of stabilized occupancy,
as may be applicable.

Three (3) copies of the completed reports will be delivered within four weeks of
receipt of your authorization to proceed and the required information
noted below.


Fee

Our fee for this assignment shall be Forty Six Thousand Dollars ($46,000.00) due
and payable on delivery of the completed reports. Any amount past due over
thirty (60) days shall be subject to a late charge of 1-1/2% per month.


                            H.J. Porter & Associates
<PAGE>

Mr. Rokovich
July 31, 1997
page 3

The fee charged is for the appraisal reports requested. Should revisions be
requested due to a change in basic requirements by the client, an additional fee
will be charged. Consultations and, if requested in advance, court testimony,
stand by, depositions or pre-trial conferences will be charged at a per diem
rate of One Thousand Dollars ($1,000.00). Should additional copies of the report
be required, they will be made available on reasonable notice at a charge of One
Hundred Dollars ($100.00) per copy.

Client Relationship

It is understood that Merrill Lynch is considered to be the Client of H. J.
Porter & Associates. Accordingly, it shall be responsible for payment of all
fees due hereunder. Unless authorized in writing, the personnel of H. J.
Porter & Associates are not authorized to, nor will they divulge or discuss
any of the findings or conclusions of the appraisal with anyone other than
the client.

Information Required

In order to undertake this assignment we will need the following items for each
property to begin work. It is my understanding that the borrower, Newton,
Oldacre, McDonald will provide this information.

o   Legal name and address of owner
o   Copy of all current leases on the subject property.
o   Transaction data on any sales of the subject (or a portion thereof)
    during the past five (5) years.
o   Ad Valorem tax information.
o   Insurance information including limits of coverage, carrier, annual
    premium, and agent.
o   Current year to date and prior three years income and expense history.
o   Survey and legal description of property to be appraised.
o   Plot plan.
o   Results of any environmental site assessments or testing for hazardous
    materials.

Upon receipt of the information noted above and an executed copy of the
agreement, we will begin work on this assignment. This proposal shall remain
open for a period of one week from the above date. If not executed by that date
the delivery time and fee quoted are subject to change.

Your choice of us for this assignment is appreciated.

                                            Yours very truly,

                                            /s/ David P. Mullins
                                            -------------------------
                                            David P. Mullins, MAI
                                            H. J. Porter & Associates

The above terms and conditions are acceptable and you are authorized to proceed
as of this ____ day of ______, 1997. It is understood that the fee agreed upon
is due and payable on delivery of the report and by executing this agreement
agree to responsibility for this fee.

                                            Client:


                                            By: /s/ Lawrence Milli
                                            ----------------------
                                            Its: Director



                            H.J. Porter & Associates
<PAGE>

                       ASSUMPTIONS AND LIMITING CONDITIONS

1.   COPIES, PUBLICATION, DISTRIBUTION, USE OF REPORT:

     Possession of this report or any copy thereof does not carry with the
     right of publication, nor may it be used for other than its intended
     use. The report may not be used for any purpose by any person or
     corporation other than the client or the party to whom it is addressed
     or copied without the written consent of the appraiser, and then only
     in its entirety.

     Neither all nor any part of the contents of this report shall be
     conveyed to the public through advertising, public relations efforts,
     news, sales, or other media, without the written consent and approval
     of the appraiser, nor may any reference be made in such a public
     communication to the Appraisal Institute or the MAI designation.

2.   CONFIDENTIALITY:

     The appraiser may not divulge the material (evaluation) contents of the
     report, analytical findings or conclusions, or give a copy of the
     report to anyone other than the client or his designee as specified in
     writing except as may be required by the Appraisal Institute as they
     may request in confidence for ethics enforcement, or by a court of law
     or body with the power of subpoena.

     This appraisal is to be used only in its entirety and no part is to be
     used without the whole report. All conclusions and opinion concerning
     the analysis are set forth in the report and were prepared by the
     Appraiser whose signature appears on the appraisal report, unless
     indicated as "Review Appraiser". No change of any item in the report
     shall be made by anyone other than the Appraiser and/or officer of the
     firm. The Appraiser and firm shall have no responsibility if any such
     unauthorized change is made.

3.   INFORMATION USED:

     No responsibility is assumed for accuracy of information furnished by
     or from others, the client, his designee, or public records. We are not
     liable for such information or the work of possible subcontractors. The
     comparable data relied upon in this report has been confirmed with one
     or more parties familiar with the transaction or from affidavit; all
     are considered appropriate for inclusion to the best of our factual
     judgement and knowledge.



                                                 H. J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

4.   TESTIMONY, CONSULTATION, COMPLETION OF CONTRACT FOR APPRAISAL SERVICES:

     The contract for appraisal, consultation or analytical service, are
     fulfilled and the total fee payable upon completion of the report. The
     appraiser or those assisting in the preparation of the report will not
     be asked or required to give testimony in court or hearing because of
     having made the appraisal, in full or in part, nor engage in post
     appraisal consultation with client or third parties except under
     separate and special arrangement and at additional fee.

5.   EXHIBITS:

     The sketches and maps in this report are included to assist the reader
     in visualizing the property and are not necessarily to scale. Various
     photos, if any, are included for the same purpose and are not intended
     to represent the property in other than actual status, as of the date
     of the photos. Site plans are not surveys unless shown from separate
     surveyor.

6.   LEGAL, ENGINEERING, FINANCIAL, STRUCTURAL, OR MECHANICAL NATURE HIDDEN
     COMPONENTS, SOIL:

     No responsibility is assumed for matters legal in character or nature,
     nor matters of survey, nor of any architectural, structural,
     mechanical, or engineering nature. No opinion is rendered as to the
     title, which is presumed to be good and merchantable. The property is
     appraised as if free and clear, unless otherwise stated in particular
     parts of the report.

     The legal description is assumed to be correct as used in this report
     as furnished by the client, his designee, or as derived by the
     appraiser.

     The appraiser has inspected as far as possible, by observation, the
     land and the improvements thereon; however it was not possible to
     personally observe conditions beneath the soil or hidden structural, or
     other components. We have not critically inspected mechanical
     components within the improvements and no representations are made
     herein as to these matters unless specifically stated and considered in
     the report. The value estimate considers there being no such conditions
     that would cause a loss of value. The land or the soil of the area
     being appraised appears firm, however subsidence in the area is
     unknown. The appraiser does not warrant against this condition or
     occurrence of problems arising from soil conditions.


                                                        H.J. Porter & Associates
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

     The appraisal is based on there being no hidden, unapparent, or
     apparent conditions of the property site, subsoil, or responsibility is
     assumed for any such conditions or for any expertise or engineering to
     discover them. All mechanical components are assumed to be in operable
     condition and status standard for properties of the subject type.
     Conditions of heating, cooling, ventilating, electrical and plumbing
     equipment is considered to be commensurate with the condition of the
     balance of the improvements unless otherwise stated. No judgement is
     made as to adequacy of insulation, type of insulation, or energy
     efficiency of the improvements or equipment.

7.   RELATING TO THE AMERICAN WITH DISABILITIES ACT:

     The Americans with Disabilities Act ("ADA") became effective January
     26, 1992. The appraisers have not made a specific compliance survey and
     analysis of this property to determine whether or not it is in
     conformity with the various detailed requirements of the ADA. It is
     possible that a compliance survey of the property together with a
     detailed analysis of the requirements of the ADA could reveal that the
     property is not in compliance with one or more of the requirements of
     the Act. If so, this fact could have a negative effect upon the value
     of the property. Since there is no direct evidence relating to this
     issue, possible non-compliance with the requirements of ADA in
     estimating the value of the property has not been considered.

8.   LEGALITY OF USE:

     The appraisal is based on the premise that, there is full compliance
     with all applicable federal, state and local environmental regulations
     and laws unless otherwise stated in the report; further that all
     applicable zoning, building, and use regulations and restrictions of
     all types have been complied with unless otherwise stated in the
     report; further that all applicable zoning, building, and use
     regulations and restrictions of all types have been complied with
     unless otherwise stated in the report; further, it is assumed that all
     required licenses, consents, permits, or other legislative or
     administrative authority, local, state, federal and/or private entity
     or organization have been or can be obtained or renewed for any use
     considered in the value estimate.

9.   COMPONENT VALUES:

     The distribution of the total valuation in this report between land and
     improvements applies only under the existing program of utilization.
     The separate valuations for land and building must not be used in
     conjunction with any other appraisal and are invalid if so used.


                                                        H.J. Porter & Associates
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

10.  AUXILIARY AND RELATED STUDIES:

     No environmental or impact studies, special market study or analysis,
     highest and best use analysis study or feasibility study has been
     requested or made unless otherwise specified in an agreement for
     services or in the report. The appraiser reserves the unlimited right
     to alter, amend, revise or rescind any of the statements, findings,
     opinions, values, estimates, or conclusions upon any subsequent study
     or analysis or previous study or analysis subsequently becoming known
     to him.

11.  DOLLAR VALUES, PURCHASING POWER:

     The market value estimated, and the costs used, are as of the date of
     the estimate of value. All dollar amounts are based on the purchasing
     power and price of the dollar as of the date of the value estimate.

12.  INCLUSIONS:

     Furnishings and equipment of business operations except as specifically
     indicated and typically considered as a part of real estate, have been
     disregarded with only the real estate being considered in the value
     estimate unless otherwise stated.

13.  PROPOSED IMPROVEMENTS, CONDITIONED VALUE:

     Improvements proposed, if any, on or off-site, as well as any repairs
     required are considered, for purpose of this appraisal to be completed
     in good and workmanlike manner according to information submitted
     and/or considered by the appraiser. In cases of proposed construction,
     the appraisal is subject to change upon inspection of property after
     construction is completed. This estimate of market value is as of the
     date shown, as proposed, as if completed and operating at levels shown
     and projected.

14.  VALUE CHANGE, DYNAMIC MARKET, INFLUENCES:

     The estimated market value is subject to change with market changes
     over time; value is highly related to exposure, time, promotional
     effort, terms motivation, and conditions surrounding the offering. The
     value estimate considers the productivity and relative attractiveness
     of the property physically and economically in the marketplace. The
     "Estimate of Market Value" in the appraisal report is not based in
     whole or in part upon the race, color or national origin of the present
     owners or occupants of the properties in the vicinity of the property
     appraised.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

     In cases of appraisals involving the capitalization of income benefits,
     the estimate of market value is a reflection of such benefits and
     appraiser's interpretation of income and yields and other factors
     derived from general and specific market information. Such estimates
     are as of the date of the estimate of value; they are thus subject to
     change if the market is naturally dynamic.

15.  MANAGEMENT OF THE PROPERTY:

     It is assumed that the property which is the subject of this report
     will be under prudent and competent ownership and management; neither
     inefficient nor super efficient.

16.  CONTINUING EDUCATION CURRENT:

     The Appraisal Institute conducts a voluntary program of continuing
     education for its designated members. MAIs and RMs who meet the minimum
     of this program are awarded periodic certification. I am currently
     certified under the Appraisal Institute Voluntary Continuing Education
     Program.

17.  FEE:

     The fee for this appraisal or study is for the service rendered and not
     for the time spent on the physical report.

18.  AUTHENTIC COPIES:

     The authentic copies of this report are signed in blue ink. Any copy
     that does not have an original signature is unauthorized and may have
     been altered.

19.  HAZARDOUS MATERIALS:

     Unless otherwise stated in this report, the appraiser signing this
     report has no knowledge concerning the presence or absence of
     urea-formaldehyde foam insulation or asbestos containing material in
     existing improvements; if such materials are present the value of the
     property may be adversely affected and reappraisal at additional cost
     necessary to estimate the effects of such material.

20.  Unless otherwise noted within the attached report, there are no items
     of FF&E included in the reported value. Any equipment included with the
     property in the value are only those items that are considered as an
     integral part of the realty, even though technically they could be
     legally considered as personalty.

                                                 H. J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

21.  NOTE:

     ACCEPTANCE OF, AND/OR USE OF, THIS APPRAISAL REPORT CONSTITUTES
     ACCEPTANCE OF THE ABOVE CONDITIONS.



                                                 H. J. Porter & Associates, Inc.
<PAGE>

                           PROFESSIONAL QUALIFICATIONS
                                       OF
                        HOWARD J. PORTER, JR., MAI, CCIM

CURRENT STATUS

Howard J. Porter, Jr., is involved in the appraisal of and consulting with
owners of income producing real estate. He is President of H J Porter &
Associates, Inc. with offices located at:


                           H. J. Porter & Assoc., Inc.
                           631 Stage Road/P.O. Box 28
                                Auburn, AL 36830
                                 (334) 826-8682


                       H. J. Porter & Assoc. of Birmingham
                        #14 Office Park Circle Suite 230
                              Birmingham, AL 35223
                                 (205) 871-3600


                       H. J. Porter & Assoc. of Montgomery
                               235 S. Court Street
                              Montgomery, AL 36104
                                 (334) 262-8331


PROFESSIONAL AFFILIATIONS

Mr. Porter is a member of the Appraisal Institute and holds the MAI Designation
(Certificate Number 5924). He has served as a member of the SREA Young Advisory
Council (1977 & 1978). He served as President of the Birmingham SREA Chapter
#106 (1983) and the Montgomery SREA Chapter #127 as President (1986-1987). He is
a Realtor(R) Member and past Vice-President of the Lee County Association of
Realtors(R), Lee County, AL. He holds the CCIM designation conferred by the
Commercial Investment Real Estate Council of the National Association of
Realtors(R). He is a member of the International Right of Way Association
(Alabama Chapter #26) and is a panel member of the American Arbitration
Association.

PROFESSIONAL EDUCATION STATUS

Mr. Porter has taken courses leading to professional designation as offered by
the Appraisal Institute (AIREA) and the Society of Real Estate Appraisers (SREA)
now merged as The Appraisal Institute. Additionally, he has credit for courses
offered by the Real Estate Securities and Syndication Institute (RESSI) the
Urban Land Institute (ULI), and the International Right of Way Association
(IR/WA), and the Commercial Investment Real Estate Institute. Mr. Porter has
also taken various seminars offered by SREA, AIREA, RESSI, IR/WA, Institute of
Real Estate Management, and others.

The Appraisal Institute conducts a voluntary program of continuing education for
its designated members. MAIs and RMs who meet the minimum standards of this
program are awarded periodic educational certification. He is currently
certified under the Institute's voluntary continuing education program. Mr.
Porter is currently a Certified General Real Property Appraiser in Alabama
(Certificate #CG51) and a Certified Real Estate Appraiser in Georgia
(Certificate #182).

HISTORICAL DATA

Howard J. Porter, Jr., was born in Birmingham, Alabama. He was educated in
the Jefferson County School System and graduated from Auburn University. His
major fields of study were Economics and Finance with a B.S. Degree in
Business Administration.

                                                 H. J. Porter & Associates, Inc.
<PAGE>

PROFESSIONAL QUALIFICATIONS OF HOWARD J. PORTER, JR.

Mr. Porter has been a licensed Real Estate Broker in Alabama since 1972 and is a
Realtor(R) Member of the Lee County Association of Realtors(R). From 1974
through 1983 he was involved with appraisals, market research, syndication and
consulting on various types of real estate. From 1983 through 1985 he was
President of a regionally active development company headquartered in Auburn,
Alabama. In 1985, H.J. Porter & Associates, Inc. was re-established in Auburn,
Alabama with affiliate offices in Birmingham and Montgomery, Alabama.

He has taught college level courses on appraisal principles and practices and
USPAP, has served as an adjunct faculty member in the Auburn University
Department of Community Planning, and is an appraisal instructor for the
International Right of Way Association. He also has given talks to various real
estate related groups throughout Alabama. Mr. Porter has developed, constructed,
owned, and managed investment real estate for his own and affiliated
partnership's account.

              REPRESENTATIVE APPRAISAL/CONSULTING CLIENTS INCLUDE:

GOVERNMENTAL                                CORPORATE
- ------------                                ---------
U. S. Internal Revenue Service              Chrysler Realty Corp.
Jefferson County, AL                        McDonald's Corporation
Montgomery County, AL                       Norfolk Southern Railroad
State of Alabama DOT                        South Central Bell
U.S. Government Services Admin.             Diversified Products Corporation
U.S. Department of the Interior             INOUE SAKAE Co. (Japan)
U.S. Postal Service                         TIME/LIFE Corporation
Farmers Home Administration                 Baptist Medical Center (B'ham)
Birmingham Airport Authority                Alabama Power Company
Auburn University                           Southern Natural Gas
State of Alabama Department of Revenue

LENDERS                                     DEVELOPMENT
- -------                                     -----------
South Trust Bank                            Colonial Properties, Inc.
Federal National Mortgage Association       Helms-Roark Development
New York Life Insurance Co.                 Beisel-Moss Development
Provident Mutual Life                       Shannon, Strobel & Weaver
Washington Mortgage Financial               Polar-BEK, Inc.
Columbus Bank & Trust Co.                   Southern Investment Properties
1st Interstate Mortgage (Chicago)           McWhorter & Co.
Nations Bank
AmSouth Bank
First Union Bank

Mr. Porter has appeared as an expert witness in Federal Court and Circuit
Courts in various Alabama counties. He has served as a Probate Commissioner
for the Jefferson County and Lee County Probate Courts.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                           PROFESSIONAL QUALIFICATIONS
                                       OF
                                 MATTHEW S. RICE

CURRENT STATUS

Matthew S. Rice is involved in the appraisal of and consulting with owners of
income producing real estate. He is an Associate Appraiser with H.J. Porter
& Associates, Inc., with offices located at:


                           H.J. Porter & Assoc., Inc.
                              631 Stage Road/Box 28
                                Auburn, AL 36830
                                 (334) 826-8682


                       H.J. Porter & Assoc. of Birmingham
                       #14 Office Park Circle, Suite 230
                              Birmingham, AL 35223
                                 (334) 871-3600
                            


                       H.J. Porter & Assoc. Of Montgomery
                               235 S. Court Street
                              Montgomery, AL 36104
                                 (334) 262-8331


CERTIFICATION

Mr. Rice is currently a Certified General Real Property Appraiser in the
State of Georgia (Certificate #4139) and the State of Alabama (Certificate
#463).

EDUCATION

Mr. Rice is a 1985 graduate of the University of Georgia, with a degree in
Economics. Professional education includes:


Course                                 Sponsor                  Location
- ------                                 -------                  --------
Real Estate Appraisal Principles       Appraisal Institute      Atlanta, GA
Standards of Professional Practice     Appraisal Institute      Atlanta, GA
Appraisal Procedures                   Appraisal Institute      Athens, GA
Basic Income Capitalization            Appraisal Institute      Chicago, IL


PROFESSIONAL EXPERIENCE

Assignments include the valuation of commercial properties in twenty-five states
throughout the Nation. The scope of Mr. Rice's experience includes the appraisal
of office buildings, industrial properties, retail buildings, single-family
subdivisions, mobile home parks, vacant land, self storage facilities, and
multi-family developments. Additionally, Mr. Rice has performed market studies
to determine demand for potential self storage development, and market studies
to determine subdivision lot pricing and absorption.



                                APPRAISAL REPORT

                                       OF

                        RUSSELL CROSSING SHOPPING CENTER
                      U.S. HIGHWAY 280 AND TWENTIETH STREET
                              PHENIX CITY, ALABAMA

                                   (CZ97-146R)

                                       FOR

                                MR. LARRY MILLER
                               MERRILL LYNCH & CO.
                      WORLD FINANCIAL CENTER - NORTH TOWER
                               NEW YORK, NY 10281

                                      AS OF

                                 AUGUST 5, 1997

                                       BY

                        HOWARD J. PORTER, JR., MAI, CCIM
                     GLEN E. HEINZELMAN, ASSOCIATE APPRAISER
                            H. J. PORTER & ASSOCIATES
                          1214 FIRST AVENUE, SUITE 130
                             COLUMBUS, GEORGIA 31901
                                 (706) 324-4990


                                     [LOGO]
                            H.J. Porter & Associates
<PAGE>

                                     [LOGO]
                      [H.J. PORTER & ASSOCIATES-LETTERHEAD]

                                 August 20, 1997

Mr. Larry Miller
Merrill Lynch & Co.
World Financial Center- North Tower
New York, NY 10281

                                     Re:   Russell Crossing Shopping Center
                                           U.S. Highway 280 and Twentieth Street
                                           Phenix City, Alabama

Dear Mr. Miller:

At your request, the undersigned Associate has inspected and we have made an
appraisal of the above referenced property. The purpose of this appraisal was to
determine the market value of the leased fee interest in the subject property,
one of fifteen shopping centers to be included in a portfolio of retail shopping
centers cross collateralized, under single management, and subject to stringent
release provisions. As such, the estimated value of the subject property is
subject to the above conditions. This complete appraisal communicated in a self
contained narrative report has been prepared in accordance with the Uniform
Standards of Professional Appraisal Practice (USPAP).

Based upon our investigation into the subject property, and its current economic
environment, we are of the opinion that the market value of the leased fee
interest in the subject property as of, August 5, 1997, is:

                   FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS
                   ------------------------------------------
                                  ($5,500,000)


Divided as:      Improvements                            $4,157,000
                 Land                                    $1,340,000
                                                         ----------
                 Total                                   $5,500,000

Please note that this report is subject to the contingent and limiting
conditions as found in the addendum. It should be noted that our employment was
not conditional upon our producing a specific value with a given range. Future
employment prospects with Merrill Lynch are not



                  Real Estate Research, Appraisal & Counseling
            Birmingham, AL; Columbus, GA; Montgomery, AL; Auburn, AL
<PAGE>

Mr. Larry Miller
August 20, 1997
Page #2

dependent upon our producing a specified value. Also, neither payment of our
fee, nor our employment are/were based upon whether a loan application is
approved or disapproved. We appreciate the opportunity to be of service to you
in this matter.

The attached report is submitted in support of these conclusions.

                                    Yours very truly,



/s/ Howard J. Porter, Jr.                       /s/ Glen E. Heinzelman
Howard J. Porter, Jr., MAI, CCIM                Glen E. Heinzelman, Associate
Certified General Real Property Appraiser       Licensed Real Property Appraiser
Alabama Certificate #G51                        Alabama Certificate #L12



                                     [LOGO]
                            H.J. Porter & Associates
<PAGE>

                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS

Property Identification:          Russell Crossing Shopping Center
                                  U.S. Highway 280 and Twentieth Street
                                  Phenix City, Alabama

Property Right Appraised:         Leased Fee Estate

Highest and Best Use
As Vacant and Improved:           Neighborhood Shopping Center

Date of Value:                    August 5, 1996

Site Data:                        7.71 Acres or 335,848 Sq. Ft.

Building Data:                    72,312 Sq. Ft. Divided As:
                                  Winn-Dixie -                 45,500 Sq. Ft.
                                  Big B Drugs -                 9,000 Sq. Ft.
                                  Shops 1-13 -                 17,812 Sq. Ft.
Estimated Land Value:             $1,343,000

Value Indications:
  Cost Approach                   $5,100,000
  Income Approach                 $5,510,000
  Market Approach                 $5,450,000

Market Value:                     $5,500,000



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                TABLE OF CONTENTS

Intended Use of Appraisal .................................................    1
Environmental Considerations ..............................................    1
Scope of the Assignment ...................................................    1
Date of Value Estimate ....................................................    2
Exposure Period ...........................................................    2
Type Appraisal/Type Report ................................................    2
Property Ownership ........................................................    3
Property Location .........................................................    3
Zoning/Public Utilities ...................................................    3
Legal Description/Land Size ...............................................    4
Ad Valorem Tax Analysis ...................................................    5
Purpose of Appraisal/Definition of Value ..................................    6
Rights Appraised ..........................................................    6
Area Analysis - Columbus, Georgia/Phenix City, Alabama ....................    7
Neighborhood Analysis .....................................................   13
Site Analysis .............................................................   15
Description of Subject Improvements .......................................   16
Highest and Best Use ......................................................   18
The Appraisal Process .....................................................   20
Land Value- Direct Comparison .............................................   23
Cost Approach to Value ....................................................   28
Income Approach to Value ..................................................   31
Market Approach ...........................................................   52
Reconciliation and Final Value Estimate ...................................   70
Certification .............................................................   71

EXHIBITS
      Location Map ............................................    Facing Page 3
      State Map ...............................................    Facing Page 7
      Site Plan ...............................................   Facing Page 15
      Subject Photographs .....................................   Facing Page 16
      Land Sales Map ..........................................   Facing Page 26
      Rental Map ..............................................   Facing Page 38
      Improved Sales Map ......................................   Facing Page 67

REAR EXHIBITS

      Korpacz Real Estate Investor Survey
      Assumptions and Limiting Conditions
      Qualifications
      Stale of Alabama Certification



                                                  H.J. Porter & Associates, Inc.
<PAGE>

INTENDED USE OF APPRAISAL                                                      1

This appraisal has been requested to function as an underwriting guide for
mortgage loan purposes and for use in securitization of mortgages. Accordingly,
this appraisal may be provided by Merrill Lynch & Co. to potential investors in
a securitization or other sale of mortgage loans.

ENVIRONMENTAL CONSIDERATIONS

According to a Phase I Environmental Site Assessment conducted August 7, 1987 by
ATEC Associates, Inc., Consulting Engineers, there was no evidence of
environmental hazards or liabilities at the subject sate or adjacent properties
at that time. An inspection of the property on August 5, 1997 by the Associate
Appraiser did not reveal any overt evidence of environmental contamination. A
copy of the Environment Site Assessment is included in the rear exhibits. The
appraised value contained herein assumes that the subject is free of any
environmental contamination.

SCOPE OF THE ASSIGNMENT

The subject property, a neighborhood shopping center, is one of fifteen shopping
centers to be included in a portfolio of retail properties which are cross
collateralized, under single management, and subject to stringent release
provisions.

The scope of the assignment includes undertaking the three traditional
approaches to value with consideration given to the current status of the retail
market in Phenix City, Alabama and the surrounding market area. In the Cost
Approach, local real estate professionals and appraisers were contacted and a
search of public records undertaken to locate comparable land sales. A detailed
inspection of the site and improvements was made by the Associate Appraiser.
Construction details were obtained from the physical inspection by the Associate
and from plans prepared by Sanford Bell & Associates, Inc. dated June 3, 1993.
Current cost estimates were obtained from the Marshall Valuation Service, a
nationally recognized cost service indexed to the local market.

In the Income Approach to Value, a survey of local retail market conditions was
made by interviews with local leasing and management agents to determine if the
contract rents for the local tenant shop space was competitive and market
oriented. Expense comparables were studied to estimate appropriate expense
deductions. The resulting net operating income was capitalized into a value
estimate with an overall capitalization rate. The comparable improved sales
found in the Market Approach sold on direct capitalization of stabilized net
operating income rather than discounted cash flow analysis. The overall
capitalization rate was derived from market sales, built-up rates using current
market rates for debt and equity, and from published investor surveys.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

SCOPE OF THE APPRAISAL- (CONTINUED)                                            2

The Sales Comparison or Market Approach was developed after a search for sales
of similar shopping centers. To locate appropriate sale comparables, local
realtors, appraisers, mortgage lenders, and developers were interviewed. The
sales located were compared to the subject with adjustments made for items of
differences.

After development of the three approaches, the value indications derived were
reconciled to provide a value estimate for the subject property as of the
effective date of appraisal.

DATE OF VALUE ESTIMATE

The subject property is valued as of August 5, 1997 which is the date the
subject was physically inspected by the Associate Appraiser. The date utilized
in preparing this appraisal was researched, gathered, and/or updated during the
period August 5 through August 15, 1997. The date of the appraisal is August 20,
1997 the date of the transmittal letter.

EXPOSURE PERIOD

The estimated exposure time for the subject property, to obtain the values
communicated herein, is estimated to have been within one year or less. This
exposure period assumes competent sales and marketing efforts, the property is
maintained in a marketable condition, and that the property is sold for "market
value" as defined herein. The estimated exposure period is based upon the
marketing period for the Comparable Improved Sales found in the Market Approach.

TYPE APPRAISAL/TYPE REPORT

In accordance with the Uniform Standard of Profession Appraisal Practice, the
appraisers have performed a "Complete" appraisal according to Standard Rule 1
and the communicated to the client in a "Self-contained Appraisal Report" in
accordance with Standard Rule 2-2a.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                                  Location Map
<PAGE>

PROPERTY OWNERSHIP                                                             3

The subject property is under the ownership of:

                            Newton Development, Inc.
                              250 Washington Street
                                 P.O. Box 680176
                              Prattville, AL 36067

To the best of our knowledge no other transactions involving the subject have
occurred in the three years prior to the date of appraisal. Additionally, to the
best of our knowledge, there are no offered pending to purchase the subject nor
is it currently listed for sale.

PROPERTY LOCATION

The subject property is located at the northeast corner of U.S. Highway 280 and
Twentieth Street within the corporate limits of Phenix City, Russell County,
Alabama It is located by street address as:

                        Russell Crossing Shopping Center
                              2000 U.S. Highway 280
                              Phenix City, Alabama

ZONING/PUBLIC UTILITIES

The subject property is located in the city limits of Phenix City, Alabama and
is subject to that city's zoning jurisdiction. The site is currently zoned C-4,
Highway Commercial District, which allows shopping center use. This zoning
classification calls for a minimum lot size of 15,000 sq. ft., minimum lot width
of 75', maximum coverage ratio of 25 %, maximum height of 65' or five stories,
and minimum setback requirements of 20 feet on the front, street side, and rear.
This classification also calls for a minimum on-site parking ratio of 4 parking
spaces for each 1,000 sq. ft. of floor area. Based on an inspection of the
property and plans provided, the existing improvements appear to conform to the
current zoning ordinance.

The subject has all utilities including electricity, gas, water, sewage, and
telephone in sufficient quantities to sustain commercial development. Public
services such as police and fire protection are provided by the City of Phenix
City.




                                                  H.J. Porter & Associates, Inc.
<PAGE>

LEGAL DESCRIPTION/LAND SIZE                                                    4

The legal description for the subject was obtained from the owners, Newton
Development, Inc.. The subject property is legally described as:

          Commencing at the Southeast corner of the Northeast quarter
          of Section 9, Township 17 North, Range 30 East in Phenix
          City, Russell County, Alabama; thence South 86 degrees 25
          minutes 31 seconds West, 896.3 feet to the Westerly
          right-of-way line of Opelika Road, said point being the true
          point of beginning of the parcel of land herein described;
          thence South 34 degrees 04 minutes 35 seconds East, 150
          feet; thence South 21 degrees 24 minutes 42 seconds West,
          209..18 feet; thence South 34 degrees 04 minutes 35 seconds
          East 335.54 feet; thence North 86 degrees 25 minutes 33
          seconds West 57.91 feet; thence South 34 degrees 29 minutes
          00 seconds East, 135.53 feet; thence North 55 degrees 31
          minutes 00 seconds East, 130.58 feet; thence North 31
          degrees 40 minutes 16 seconds Wet, 19.04 feet; thence North
          82 degrees 12 minutes 25 seconds East, 189.0 feet; thence
          North 07 degrees 47 minutes 35 seconds West 528.12 feet;
          thence North 50 degrees 41 minutes 02 seconds West 146.58
          feet; thence South 86 degrees 25 minutes 31 seconds West
          430.99 feet to the Point of beginning. Said parcel of land
          being a portion of Lots 41-46, T. T. Edmonds Survey and a
          portion or Block "A", Godwind Davis Subdivision containing
          7. 71 acres, more or less.

Based on this description, the subject property is irregular shaped and contains
a total land area of 7.71 acres. The subject parcel has approximately 528 feet
of frontage on the east side of U.S. Highway 280 frontage road, approximately
430 feet on the north side of Twentieth Street, and approximately 470 feet on
the west side of Opelika Road.

As indicated previously, the subject property is one of fifteen shopping centers
to be included in a portfolio of retail properties which are cross
collateralized, under single management, and subject to stringent release
provisions. The other shopping centers contained in the portfolio are listed as
follows:


================================================================================
Greenbrier Station Shopping Center        The "Y" Shopping Center
Anniston, Alabama                         Panama City Beach, Florida
- --------------------------------------------------------------------------------
Clanton Marketplace                       Mandelville Marketplace
Clanton, Alabama                          Pandelville, Louisiana
- --------------------------------------------------------------------------------
Opp Marketplace                           Brownsville Place Shopping Center
Opp, Alabama                              Brownsville, Tennessee
- --------------------------------------------------------------------------------
Betts Crossing Shopping Center            Chicot Crossing Shopping Center
Opelika, Alabama                          Pascagoula, Mississippi
- --------------------------------------------------------------------------------
29 North Shopping Center                  Delchamps Plaza
Cantonment, Florida                       Long Beach, Mississippi
- --------------------------------------------------------------------------------
Nine Mile Plaza Shopping Center           One Main Place
Pensacola, Florida                        Moss Point, Mississippi
- --------------------------------------------------------------------------------
Parker Shopping Center
Parker, Florida
================================================================================


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                               5

AD VALOREM TAX ANALYSIS


The subject parcel is under the taxing authority of the Russell County Tax
Assessor's Office and is found on the tax rolls as:


   Assessed  to:                       Newton Development, Inc.
                                       250 Washington Street
                                       P.O. Box 680176
                                       Prattville, AL 36067

                                       Parcel I.D.#:57-05-02-09-1-4-003.000
                                                    57-05-02-09-4-2-002.000

   Value:                              Land:                   $1,215,950
                                       Improvements:           $3,134.000
                                                               ----------
                                       Total:                  $4,349,950

   Assessment Ratio:                   20%
   
   Local Millage Rate:                 $0.059 per $1,000 of assessed value
   
   Annual Tax:                         $51,329.41
   

To test the reasonableness of the taxes levied against the subject, the taxes
levied against several other anchored shopping centers in Phenix City were
investigated. The result of that investigation is contained in the following
chart.

================================================================================
Property  Name         Size (Sq. Ft.)    Tax Valuation      Valuation/Sq Ft.
================================================================================
Stadium Plaza              74,075         $4,091,200             $55.23

Food World Center         182,361         $8,518,050             $46.71

Phenix Plaza               98,424         $1,948,400             $19.80
================================================================================
Subject                    72,312         $4,349,950             $60.15
================================================================================

Stadium Plaza and the Food World Center are considered to be most comparable to
the subject with similar physical characteristics and rents. Phenix Plaza is an
older shopping center located in downtown Phenix City. It has less parking than
a modern center and lower rents relative to the other two comparables and the
subject. Based on this investigation, the taxes levied against the subject
appear to be appropriate.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

PURPOSE OF APPRAISAL/DEFINITION OF VALUE                                       6

The purpose of the appraisal is to estimate the market value of the leased fee
interest in the subject property as of the effective date of appraisal, August
5, 1997.

Market Value is defined by the Appraisal Standards Board of the Appraisal
Foundation in the 1997 Glossary - Uniform Standards of Professional Appraisal
Practice, page 155 as:

     The most probable price which a property should bring in a competitive and
     open market under all conditions requisite to a fair sale, the buyer and
     seller, each acting prudently and knowledgeably, and assuming the price is
     not affected by undue stimulus. Implicit in this definition is the
     consummation of a sale as of a specified date and the passing of title from
     seller to buyer under conditions whereby:

1.   Buyer and seller are typically motivated;

2.   Both parties are well informed or well advised, and acting in what they
     consider their best interest;

3.   A reasonable time is allowed for exposure in the open market;

4.   Payment is made in terms of cash in U.S. Dollars or in terms of financial
     arrangements comparable thereto; and

5.   The price represents the normal consideration for the property sold
     unaffected by special or creative financing or sales concessions granted by
     anyone associated with the sale.

RIGHTS APPRAISED

The ownership interest in the subject property appraised is the "Leased Fee
Estate." The Dictionary of Real Estate Appraisal, 3rd Edition, Page 204, defines
Leased Fee Estate as, "an ownership interest held by a Landlord with the right
of use and occupancy conveyed by lease to others. The rights of lessor "the
leased fee owner" and the leased fee are specified by contract terms contained
within the lease."


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                                    AREA MAP
<PAGE>

                                                                               7

AREA ANALYSIS- COLUMBUS, GEORGIA/PHENIX CITY, ALABAMA

The four basic factors which should be considered in analyzing an area are: (1)
Physical- Location factors; (2) Economic-Financial factors; (3)
Political-Governmental factors; and (4) Sociological factors. Each of these
factors are briefly analyzed with conclusions as to their affect on the subject
property.

Physical-Location Factors

Phenix City, Alabama is located in the southeastern most corner of Lee County,
and the northeastern most corner of Russell County. It is the seat of Russell
County's government. Russell County is located in east central Alabama, and
adjoins the Alabama/Georgia state line. Columbus, Georgia is Phenix City's
sister city and lies across the Chattahoochee River, which separates the two
states.

     Distance To:


         Atlanta, Georgia                   Northeast 109 miles
         Augusta, Georgia                   Northeast 220 miles
         Montgomery, Alabama                West 95 miles
         Birmingham, Alabama                Northwest 152 miles
         Jacksonville, Florida              Southeast 286 miles
         Orlando, Florida                   Southeast 408 miles
         Greenville, South Carolina         Northeast 273 miles
         Charlotte, North Carolina          Northeast 325 miles

Located at the end of the Appalachian plateau, approximately 200 miles North of
the Florida Gulf Coast, the topography in the area ranges from nearly level to
gently rolling. The average elevation above mean sea level is 221 feet. Climate
is temperate with a mean temperature 46.2 degrees in January and 78.5 degrees in
July. Average annual rainfall is 52 inches.

Economic-Financial Factors

Columbus/Phenix City Area Population (U.S. Census)

            =====================================================
            YEAR                 POPULATION               %CHANGE
            =====================================================
            1970                  238,584                    NA
            1980                  239,196                  + .26%
            1990                  243,072                  + 1.6%
            =====================================================



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                               8
AREA ANALYSIS- COLUMBUS, GA/PHENIX CITY, ALABAMA - (CONTINUED)

Economic-Financial Factors - (Continued)

     The Columbus/Phenix City MSA's population has grown at a steady rate over
     the last couple decades, whereas the population of Phenix City itself has
     dropped slightly from 26,928 in 1980 to 25,312 in 1990. The civilian labor
     force in Russell County, however, has increased as illustrated in the table
     below.

<TABLE>
<CAPTION>
==================================================================================================
Russell County              1986         1988         1990         1992         1994      5/1997*
==================================================================================================
<S>                       <C>          <C>          <C>          <C>          <C>          <C>   
Civilian Labor Force      22,460       22,790       22,870       23,380       23,020       24,690
% Change                                1.47%        0.35%       -2.14%        2.86%        7.25%
- --------------------------------------------------------------------------------------------------
Unemployment Rate            9.4%        6.4%         7.2%         7.4%         6.2%         3.5%
% Change                              -31.91%       12.50%        2.78%      -16.22%      -43.55%
==================================================================================================
</TABLE>

     * Source: Alabama Department of Industrial Relations

     As the previous table illustrates, there has been an overall increase in
     the Civilian Labor force over the past ten years with slight fluctuations
     in the early 1990's. The unemployment rate has decreased significantly over
     the same period from 9.4% in 1986 to a current (May 1997) rate of 3.5%. The
     Columbus/Phenix City MSA has a civilian labor force of 119,014 and an
     unemployment rate of 2.7%.

     The population of Russell County was reported to be 46,286 in 1990 (U.S.
     Census) with 17,499 households and 2.65 persons per household. The 1989 per
     capita income was $10,981 or $29,100 per household.

     Fort Benning is located adjacent to the City of Columbus, in the southeast
     direction, and is the United States Army Infantry Center. It is also the
     home of the United States Army Infantry School, Airborne School, Ranger
     School, and basic training center for all initial entry infantry soldiers.
     The military reservation encompasses more than 285 square miles, and serves
     approximately 100,000 military personnel, and employs more than 35,721
     civilians and military personnel. Fort Benning channels approximately $60
     million per month into the Columbus/Phenix City economy through
     disbursements and payroll. Additionally, this base has won the Army
     Community of Excellence Award 1994 and 1995.

                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                               9

AREA ANALYSIS - COLUMBUS, GA/PHENIX CITY, ALABAMA-(CONTINUED)

Economic-Financial Factors- (Continued)

     The largest private employers in the area are:

         =====================================================
                  NAME                              EMPLOYMENT
                  ----                              ----------

         Synovous Financial Corp.                      2,933
               
         Field Crest Cannon Inc.                       1,900
                
               AFLAC Inc.                              1,650

           The Bradley Company                         1,507
              
         The Medical Center Inc.                       1,500
                
           St. Francis Hospital                        1,222
              
           Columbus Mills Inc.                         1,104
                
           Swift Textiles Inc.                         1,100
                
              Tom's Foods                              1,100

         Blue Cross & Blue Shield                      1,020
         =====================================================



     Each of these companies is listed in Georgia. The five main employers in
     Phenix City are listed below.

         =====================================================
                  NAME                              EMPLOYMENT
                  ----                              ----------
            Mead Coated Board                           850
                         
            Fieldcrest  Mills                           650
                        
         Southern Phenix Textiles                       520
                         
            Leshner Industries                          500
                       
         Bickerstaff Clay Products                      385
         =====================================================


     The area has a diversified employment base, in terms of job distribution,
     with approximately 20% of the work force employed in the service and
     manufacturing industries. Since 1980 manufacturing and agricultural
     employment has dropped, and employment in the service sector and the
     federal government has increased. The growth in federal government
     employment is directly related to the growth of Ft. Benning, and the growth
     in the area's service industry correlates with that of the nation.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

AREA ANALYSIS - COLUMBUS, GA/PHENIX CITY, ALABAMA - (CONTINUED)               10

Economic-Financial Factors - (Continued)

     Income levels as taken from the 1990 estimates are charted as:


          ===========================================================
                Household bv Income: Columbus/Phenix City MSA(1)
                ------------------------------------------------
                            Total Households: 88,493
          ===========================================================
                  $75,000+                                4.96%
                $50,000-74,999                           10.43%
                $35,000-49,999                            15.6%
                $25,000-34,999                           15.46%
                $15,000-24,999                           20.58%
                $7,500-14,999                            17.19%
                 Under $7,500                            15.78%
           ----------------------------------------------------------
                Average Income                          $30,343
                Median Income                           $25,148
          ===========================================================


     The area is well located in regards to distribution, with easy access to
     major markets via I-185 which runs northerly to link Columbus to Atlanta
     and Montgomery via I-85, and Corridor Z, a 251 mile four-lane highway which
     connects Columbus with I-95 on the Georgia coast and I-75 which runs
     north/south through central Georgia. Highways 280, 431, and 80 are Phenix
     City's main transportation routs linking the city to Auburn/Opelika via
     280/431 and Eufaula by way of 431. Highway 80 connects the area to I-85 in
     Macon County, Alabama.

     There are 22 motor carrier terminals, and two rail lines serving the area.
     The Chattahoochee River and Georgia Ports Authority Dock, and Phenix City
     Docks provide barge access along a 9 foot deep navigable channel which
     connects with the Apalachicola River and flows through Florida into the
     Gulf of Mexico.

     The Columbus Metro Airport has currently finished construction of a $7
     million passenger terminal. There are 15 flights daily to Atlanta's
     Hartsfield Airport providing national and international connections.

     ----------
       (1)Source: National Decision Systems



                                                  H.J. Porter & Associates, Inc.
<PAGE>

AREA ANALYSIS - COLUMBUS, GA/PHENIX CITY, ALABAMA- (CONTINUED)                11

     Political-Governmental Factors

     Columbus is effectively governed under a combined City-County form of
     government, one of only 18 in the nation. Phenix City's government is run
     by five City Council members and has a mayor and a city manager.

     The consolidated form of government (Columbus, GA) is run by an elected
     mayor, 10 elected council members and an appointed city manager. Both
     cities have an NB3 fire insurance rating. The area has an effective police
     force which totals over 400 full time uniformed officers with Phenix City
     employing 57 full time officers. Both cities also has an active Planning
     and Zoning Commission.

     A primary force influencing the development in the area is the 1996 Olympic
     Committee's choice of the softball venue to be located in Columbus. The
     location of this venue is south of the Central Business District. Much new
     construction has occurred on both sides of the river with the coming of the
     softball venue as well as the new Civic Center and the renovation of the
     Columbus Red Stix Ball Park. Both the Civic Center and the Red Stix Park
     are located adjacent to the softball venue just south of the Central
     Business District.

     The Columbus/Phenix City MSA, which consists of Muscogee and Chattahoochee
     Counties in Georgia, and Russell County in Alabama, is expected to continue
     expanding into the adjacent counties of Harris and Lee.

     Sociological Factors

     The Columbus/Phenix City area is in an area with a multitude of cultural
     and recreational opportunities. The area is host to a wide range of
     attractions including The Columbus Museum, Springer Opera House, The Three
     Arts Theatre, The National Infantry Museum, and Callaway Gardens. Annual
     events include A Taste of Columbus, the Salisbury Arts and Crafts Fair, the
     Southern Open PGA Golf Tournament, the Miss Georgia Pageant, and the
     Columbus Steeplechase.

     The Columbus/Phenix City area has established good reputations as a good
     place to live and raise children. Educational opportunities are abundant
     and include the 48 school Muscogee County school system, public schools of
     Phenix City as well as Russell and Lee County, seven private K12 schools,
     four colleges and universities, and three nearby technical schools.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

AREA ANALYSIS - COLUMBUS. GA/PHENIX CITY. ALABAMA - (CONTINUED)               12

     Conclusion

     In summary, the Columbus/Phenix City MSA represents a strong economy with a
     broad economic base and history of steady growth. The diversity of
     employment, ranging from government to manufacturing, adds stability to the
     area. As the population grows at a steady rate, the age distribution weighs
     more to the middle-age and mature populations. This age distribution is
     conducive to real estate investment and property values, due to its level
     of effective purchasing power as consumers, and their effective demand it
     creates in the housing markets.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

NEIGHBORHOOD ANALYSIS                                                         13

The term neighborhood is defined in "The Appraisal of Real Estate" 11th Ed. at
page 189 as "a group of complementary land uses."

The four basic factors which must be considered in analyzing a neighborhood or
district, as in an area analysis are:

(1)  Physical and Locational Factors
(2)  Economic and Financial Factors
(3)  Political and Governmental Factors
(4)  Sociological Factors

Each of these factors is discussed briefly with conclusions as to their effect
on the subject property.

Physical and Locational Factors

The subject property is located at the northeast comer of U.S. Highway 280 and
20th Street within the corporate limits of the City of Phenix City, Russell
County, Alabama. The boundaries of the subject neighborhood is defined as the
highway commercial area along the east and west sides of the U.S. Highway 280
By-Pass bounded on the north by the Phenix City corporate limits on the north
and on the south by U.S. Highway 431 (Martin Luther King Jr. Parkway) on the
south.

Access to the neighborhood is via U.S. Highway 280 from the north and southeast;
U.S. Highway 431 from the southwest, U.S. Highway 80 from the east, and Alabama
190/Georgia 22 from the east/northeast. All of these major roadways connect the
neighborhood to the Columbus area to the east and other populated areas and
employment centers in the State of Alabama to the northwest, west, and
southwest. At its junction with the subject, there are service or access
roadways on either side of the U.S. Highway 280/431 By-Pass making the actual
roadway a limited access roadway. The terrain of the area is generally level to
rolling. In many respects the neighborhood can be considered the commercial
gateway to the Columbus MSA and Fort Benning lying to the east across the
Chattahoochee River.

Overall, since the construction of the U.S. Highway 280/431 By-Pass, the subject
neighborhood has become the commercial hub of the City of Phenix City.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

NEIGHBORHOOD ANALYSIS- (CONTINUED)                                            14

Economic and Financial Factors

Land uses within the neighborhood are primarily commercial in nature. The
primary stimulus for commercial development in the neighborhood was the
completion of the U.S. Highway 280/431 By-Pass was completed approximately 20
years ago. The roadway was constructed to by-pass the downtown area of Phenix
City and provide for easy access to the City of Columbus and Fort Benning to the
east across the Chattahoochee River. The commercial development is a mixture of
three types of uses. The first is primarily highway traveler type commercial
developments such as automotive repair and replacement shops, fast food and
sit-down restaurants, and motels. The second is regional type destination
commercial uses such as a WalMart Superstore and Kmart. The third is local user
oriented commercial and retail development such as locally and regionally
grocery store anchored retail shopping centers. The ages of these developments
ranges from new to approximately 20 years old. An inspection of the area reveals
that there are still several desirable vacant parcels available for development
and that development is not limited to vacant parcels available on an in-fill
basis.

Political and Governmental Factors

The subject is located within the City of Phenix City and is influenced by the
land use regulations set by the municipality's planning commission. The policies
of the commission have been liberal for the most part regarding new development.
Especially when that development creates additional employment opportunities.
The subject site is zoned for commercial use as is most of the surrounding land
and land located within the confines of the neighborhood.

The property tax rate is $5.90 per $100 of assessed value for property within
the neighborhood. Commercial property is assessed at 20% of the ad valorem tax
valuation.

Sociological Factors

The neighborhood can be categorized as one that is commercial in nature with a
few scattered residential homesites many of these are awaiting redevelopment to
commercial uses. All essential services are to be found outside the immediate
neighborhood.

Conclusion

The subject is located in what is considered to be the commercial hub of the
City of Phenix City. The areas economic importance as the commercial center of
the city, as well as a gateway to Columbus and a regional shopping center for
eastern southcentral Alabama is anticipated to continue into the foreseeable
future.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                                    SITE PLAN
<PAGE>

SITE ANALYSIS                                                                 15

The subject site is located at the northeast comer of U.S. Highway 280 and 20th
Street within the corporate limits of Phenix City, Russell County, Alabama. The
individual site characteristics are as follows:

Size:                              7.71 Acres or 335,848 Sq. Ft.

Shape:                             Irregular

Street Frontage:                   Approximately 528 feet of frontage on the
                                   east side of U.S. Highway 280 frontage road,
                                   approximately 430 feet on the north side of
                                   Twentieth Street, and approximately 470 feet
                                   on the west side of Opelika Road.

Average Depth:                     Approximately 674 Ln. Ft.

Topography:                        Relatively level and at grade with the
                                   fronting roadway

Access:                            Good from all fronting streets.

Drainage/Flood
  Hazard:                          According to the FEMA Flood Insurance Rate
                                   Map, Community Panel No. 10184 004B,
                                   effective September 16, 1981, the subject
                                   property is located in a Zone C flood hazard
                                   area. This is an area designated as being one
                                   with minimal flooding and flood insurance is
                                   typically not required for lending purposes.

Soils:                             Considered typical and adequate for
                                   development as evidenced by the surrounding
                                   development.

Utilities:                         All utilities are available in sufficient
                                   quantities development.

Site Improvements:                 Neighborhood shopping center and all
                                   associated site improvements.

Street
  Improvements:                    U.S. Highway 280 is a four-lane roadway
                                   divided by a center grass median with curbs,
                                   gutters, and street lights installed.
                                   Twentieth Street is a two-lane residential
                                   feeder street. The U.S. Highway 280 service
                                   road is a two lane road serving the subject.

Surrounding Uses:                  Retail, commercial, and residential uses.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              74

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

1)   Front View of Subject looking East

2)   Side View of Subject looking Southeast

3)   Side View of Subject looking Northeast

4)   Rear View of Subject looking Northwest

5)   View of U.S. Hwy 280 looking South (Subject on Left)



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              74

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

1)   Front View of Subject looking East

2)   Side View of Subject looking Sourest

3)   Side View of Subject looking Northeast

4)   Rear View of Subject looking Northwest

5)   View of U.S. Hwy 280 looking South (Subject on Left)



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              74

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

1)   Front View of Subject looking East

2)   Side View of Subject looking Sourest

3)   Side View of Subject looking

4)   Rear View of Subject looking Northwest

5)   View of U.S. Hwy 280 looking South (Subject on Left)



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              74

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

1)   Front View of Subject looking East

2)   Side View of Subject looking Sourest

3)   Side View of Subject looking Northeast

4)   Rear View of Subject looking Northwest.

5)   View of U.S. Hwy 280 looking South (Subject on Left)



                                                  H.J. Porter & Associates, Inc.
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                                                                              74

                               SUBJECT PHOTOGRAPHS

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

1)   Front View of Subject looking East

2)   Side View of Subject looking Southeast

3)   Side View of Subject looking Northeast

4)   Rear View of Subject looking Northwest

5)   View of U.S. Hwy 280 looking South (Subject on Left)



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              16

DESCRIPTION OF SUBJECT IMPROVEMENTS

The subject is a neighborhood shopping center anchored by Winn-Dixie, contains a
total gross leasable area of 72,312 square feet. In addition to the Winn-Dixie
anchor (45,500 Sq. Ft.), the center is occupied by Revco Drugs (9,000 Sq. Ft.)
and 13 local shop spaces totalling 17,812 square feet. The shopping center has
been well maintained and appears to be functionally designed for its intended
purpose. No significant degree of deferred maintenance was observed upon
physically inspecting the improvements.

It is beyond the scope to narratively discuss all of the pertinent construction
derails that comprise the subject improvements. The basic construction details
that follow were obtained from the physical inspection of the property by the
Associate Appraiser on August 5, 1997. The subject's basic construction derails
are as follows:


Property Type:                     Neighborhood shopping center

Total NLA:                         72,312

Year Built:                        1988

Effective Age:                     5 years

Roof:                              Built up tar and gravel over rigid insulation
                                   on metal decking. Steel truss support system

Walls:                             Concrete block and brick veneer over concrete
                                   block on the from. Painted concrete block at
                                   rear and sides. Partition walls between
                                   tenant spaces are metal studs covered with
                                   sheetrock.

Doors:                             Anodized aluminum store front doors. Interior
                                   (rest room) doors hollow core wood.

Windows:                           Anodized broke aluminum store fronts with
                                   single glazing.

Floors:                            Reinforced 4" connie slab with resilient tile
                                   cove.

Insulation:                        Rigid insulation in built-up roof system.

Ceilings:                          Suspended lay-in acoustic tile with recessed
                                   fluorescent light fixtures.

HVAC:                              Individual roof mourned electric central
                                   heating and cooling for each unit.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              17

DESCRIPTION OF SUBJECT IMPROVEMENTS - (CONTINUED)


Plumbing:                          One and two-two fixture restrooms in each
                                   shop space.

Miscellaneous:                     Approximately 210,175 sq. ft. of asphalt
                                   paving, 1,670 ln. R. of concrete curbing,
                                   18,775 sq. ft. of concrete paving, 10 metal
                                   light poles and fixtures, and landscaping.
                                   There are 282 parking spaces on the site
                                   equating to a parking ratio of 4.0 spaces for
                                   each 1,000 sq. ft. of floor area.




                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              18

HIGHEST AND BEST USE

Highest and best Use is defined in the Dictionary of Real Estate Appraisal, 3rd
edition, page 171, as:

          "The reasonably probable and legal use of vacant land or an
          improved property, which is physically possible,
          appropriately supported, financially feasible, and that
          results in the highest value. The four criteria the highest
          and best use must meet are legal permissibility, physical
          possibility, financial feasibility, and maximum
          profitability."

Based on this definition, consideration must be given to both the subject land
site as if vacant, and the total property as improved.

Highest & Best Use - As If Vacant

PHYSICALLY POSSIBLE - The 7.71 acre size of the subject would support a wide
range of uses including residential, commercial, and some light industrial uses.
All the necessary utilities and other public services are available in
sufficient quantities to support development. Further, there are no other
physical site characteristics that would negatively impact the development
potential of the site.

LEGALLY PERMISSIBLE - The subject site is zoned C-4, Highway Commercial
District, by the City of Phenix City. The current zoning allows for office or
retail use as well as certain governmental and non-profit related uses such as
schools and churches.

FINANCIALLY FEASIBLE - An inspection of the area surrounding the subject,
including the central business district of Phenix City, suggests that there is
no effective demand for office use. Almost all of the office development in
Phenix City is concentrated in the downtown area in older storefront buildings
or converted residences. The pattern of commercial development in the area, and
that which is also considered the most financially feasible, is for retail or
commercial service uses along U.S. Highway 280 to serve Phenix City and outlying
areas in Russell and Lee Counties as well as the traveling public. Therefore, it
would appear that development of the site with a retail use to take maximum
advantage of the traffic generated by U.S. Highway 280 would meet the test of
being financially feasible.

MAXIMALLY PRODUCTIVE - In determining the highest and best use of the subject
site, "as if vacant and available", the use which is maximally productive
generally becomes the deciding factor. Maximally productive uses are limited by
the current real estate market, the availability of substitute property for
development, and the growth stage of the area. To be maximally productive, that
use which provides the most return to the land must be selected.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

HIGHEST AND BEST USE - (CONTINUED)                                            19

Highest and Best Use-As If Vacant - (Continued)

It has previously been determined that it would be physically possible, legally
permissible, and financially feasible to develop the site with a retail use
compatible with the current zoning classification and adjacent use. Therefore,
as of the effective date of appraisal, retail use is considered to be maximally
productive and therefore the highest and best use of the subject site, as if
vacant and available.

Highest and Best Use - As Improved

The same criteria utilized to determine the highest and best use of the subject
site, as if vacant and available for development, is utilized to determine the
highest and best use of the property, as improved.

As stated throughout this report, as of the date of appraisal, the subject site
is currently improved with a neighborhood shopping center containing a total of
72,312 sq. ft of gross leasable area and associated site improvements. The
shopping center is considered to be in good condition and functionally designed
for their intended use.

PHYSICALLY POSSIBLE AND LEGALLY PERMISSIBLE - The subject improvements are
situated on a site containing 7.71 acres or 335,848 sq. ft. of land. The
improvements generate a land-to-building ratio of 4.64:1 based on the total
gross leaseable area. The land-to-building ratio allows for an ample amount of
on-site parking. Additionally, a retail use, such as the existing improvements
is allowable without exception under the sites current C-4 zoning
classification.

FINANCIALLY FEASIBLE AND MAXIMALLY PRODUCTIVE - Subsequent sections of this
report indicate a site value of $1,343,000 as if vacant and developable to its
highest and best use. The three approaches to value produced indications of
value from $5,100,000 to $5,510,000. Hence, the existing improvements appear to
contribute significantly to overall property value. Therefore, the focus of this
analysis will be on the property "as improved". No other use or development
option, as of the effective date of value, would appear to generate a higher
return to the land.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              20

THE APPRAISAL PROCESS

The appraisal process is a procedure for estimating the market value of real
property. This process involves gathering all pertinent information available
from the market which may influence the value of the subject property. This data
is then utilized in forming an estimate of value based upon the three generally
accepted approaches to value. These three approaches are the Cost Approach, the
Income Approach, and the Direct Sales Comparison Approach.

Cost Approach

The Cost Approach is defined as that approach in appraisal analysis which is
based upon the proposition that an informed purchaser would pay no more than the
cost of producing a substitute property with the same utility as the subject
property. It is assumed that the potential purchaser considers producing a
substitute property with the same utility as the property being appraised. This
analysis involves the cost to buyer of producing an exact replica of the subject
property, in the same location and condition as the subject property, as of the
effective date of the appraisal.

The application of the Cost Approach involves the following steps:

1.   Estimating value of the site as if vacant and available to be put to its
     highest and best use.

2.   Estimating the reproduction cost new of the improvements.

3.   Estimating all elements of accrued depreciation.

4.   Subtracting the total accrued depreciation from the reproduction cost new
     of the improvements (resulting in an estimate of the present worth of the
     improvements).

5.   Adding the present worth of all the improvements (including site
     improvements) to the estimated site value.

6.   Rounding the figure to an appropriate indication of value.

The major limitations of the Cost Approach is its reliance upon an estimation of
accrued depreciation. Generally, the older the property and the higher the
estimate of accrued depreciation, the less reliable becomes the value indication
from this approach. This is particularly critical in the valuation of older
properties that normally incur greater amounts of depreciation. The Cost
Approach is particularly appropriate when the property being appraised involves
relatively new improvements which represent the highest and best use of the site
or when the improvements are relatively unique or specialized and there is
limited or a total lack of comparable properties which have sold recently.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

THE APPRAISAL PROCESS - (CONTINUED)                                           21

Income Analysis

The Income Analysis is defined as that procedure in appraisal analysis which
converts anticipated benefits (dollar income or amenities) to be derived from
the ownership of property into a value estimate. Anticipated future income
and/or reversions are discounted to a present-worth figure through the
capitalization process.

This analysis requires an estimate of market rent based upon comparable rent of
leased properties. This rental estimate is a gross amount and all expenses to
real estate are deducted. These expenses include vacancy and rent loss which,
when subtracted from the gross income, produces the effective gross income.
Other expenses include real estate taxes, management cost, insurance cost, and
maintenance expense. If applicable, a reduction would also be made for services
and utilities. All expense estimates are obtained from the market by comparison
to similar structures.

After all expenses have been subtracted from the gross income, the resulting
figure is the net operating income, which will be capitalized into value. The
capitalization rate is derived from actual sales that have occurred in the
market place. The sales are analyzed in order to estimate the net operating
income of the property. After the net operating income is estimated, it is
divided by the sales price to provide an indication of the overall
capitalization rate. Capitalization rates can also be built up from the market
factors considered most applicable to income-producing properties. After the net
operating income and the capitalization rate are estimated, the net income is
then capitalized into a value indication by the applicable capitalization
technique.

Direct Sales Comparison Approach

The Direct Sales Comparison Approach is defined as that approach in an appraisal
analysis which is based upon the proposition that an informed purchaser would
pay no more for the property than the cost to him of acquiring an existing
property with the same utility. Presumably, the potential purchaser considers
the alternatives that are available to him and then makes a rational decision
based upon the information he has about those alternatives that are available to
him and then makes a rational decision based upon the information he has about
those alternatives.

The application of the Direct Sales Comparison Approach involves selecting a
number of competitive properties which have recently sold on the market. The
information derived from this section is analyzed through an adjustment process
which develops indications of what the competitive properties would have sold
for if they possessed all the important characteristics of the subject property.
These indications fall into a pattern surrounding one figure which, when
appropriately rounded, is an indication of the market value of the subject
property as of the date of the appraisal.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

THE APPRAISAL PROCESS - (CONTINUED)                                           22

The reliability of this approach is dependent upon the availability and
verification of the comparable sales data. The degree of comparability between
the competitive properties and the subject, and the absence of non-typical
conditions affecting the sales price of those properties are also important
items that are considered. Therefore, this approach is particularly applicable
when an active market provides sufficient quantities of reliable data which can
be verified from authoritative sources.

Reconciliation Analysis

The reconciliation analysis is an evaluation process where the appraiser
carefully evaluates value indications from each of the three approaches. The
reliability of each approach to the present appraisal problem is examined and
weight is given to the accuracy, reliability, quantity of data available for use
in each approach, and the approach in which the market participant typically has
the greatest confidence.



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              23

LAND VALUE - DIRECT COMPARISON

The subject site is valued by direct comparison with recent sales of other
commercial sites. Two of the sales are located in the mostly undeveloped U.S.
Highway 431 corridor with the third sale located on U.S. Highway 280. An
extensive search of the public records and conversations with local real estate
brokers and appraisers did not uncover any other significant sales in the
previous seven years. Each of the sales analyzed on the basis of their location
and utility relative to the subject. Sales considered include:

SALE #1

Address/Location:                     U.S. Highway 431 South @ U.S. Highway 280
                                      Pheinx City, Alabama
Grantor:                              Steve Argo
Grantee:                              Atlantic Holding Corporation (Victory
                                      Development)
Sale Date:                            5/29/97
Sale Price:                           $1,074,000
Cash Equiv Price:                     $1,074,000
Terms:                                Cash to seller
Recorded:                             Deed Book 847, Page 175 Russell County
Verified With:                        Kent Cost, Principal, Victory Development
Verified By:                          Glen Heinzelman, H. J. Porter & Associates
Date Verified:                        08\15\1997
Rights Conveyed:                      Fee simple title
Land Size:                            Acres:   8.3      Square Feet: 361,548
Zoning:                               C-4, Highway Commercial District
Highest & Best Use:                   Commercial
Use At Sale:                          Vacant
Topo/Drainage:                        Level/Typical of the area
Access/Visibility:                    Good/Good
Utilities:                            All available
Remarks:                              This property is located on the north side
                                      of U.S. Highway 431 just west of U.S.
                                      Highway 280. The site is to be developed
                                      with a Winn-Dixie Marketplace containing
                                      40,000 sq. ft. and 7,000 sq. ft. of local
                                      shop space.
Indicators of                         PRICE PER SQ. FT.:$3.00
Value:



                                                  H.J. Porter & Associates, Inc.
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    24

SALE #2


Address/Location:                     U.S. Highway 280 South @ Boone Street
                                      Phenix City, Alabama
Grantor:                              Gerald H. Prior
Grantee:                              Hilyler & Jefferson
                                      Development Corp.
Sale Date:                            09\07\1996
Sale Price:                           $148,000
Cash Equiv Price:                     $148,000
Terms:                                Cash to seller
Recorded:                             Deed Book 830 Page 72 Russell County
Verified With:                        Howard Jefferson, Grantee
Verified By:                          Glen Heinzelman
Date Verified:                        08\19\1997
Rights Conveyed:                      Fee simple title
Land Size:                            Acres: 0.69Square Feet:
                                      30,100
Zoning:                               C-4, Highway Commercial
Highest & Best Use:                   Commercial
Use At Sale:                          Vacant
Topo/Drainage:                        Slightly above street grade; typical 
                                      of the area
Access/Visibility:                    Good; Good
Utilities:                            All except sewer
Remarks:                              This property is located to the south of
                                      the WalMart Store and has been developed
                                      with a free-standing Video Warehouse
                                      store.
Indicators of Value:                  PRICE PER SQ. FT.:    $4.92



                                                  H.J. Porter & Associates, Inc.
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    25

SALE #3


Address/Location:                     U.S. Highway 431 west
                                      of U.S. Highway 280
                                      Phenix City, Alabama
Grantor:                              Crowder Development
Grantee:                              Greggs, Inc.
Sale Date:                            06\18\1996
Sale Price:                           $200,000
Cash Equiv Price:                     $200,000
Terms:                                Cash to seller.
Recorded:                             Deed Book 828 Page 288
                                      Russell County
Verified With:                        Bill Bowden, Bowden Realty
Verified By:                          Glen E. Heinzelman,
                                      H.J. Porter &
                                      Associates
Date Verified:                        08\19\1997
Rights Conveyed:                      Fee simple rifle
Land Size:                            Acres: 1.3    Square Feet:   56,628
Zoning:                               C-4, Highway Commercial
Highest & Best Use:                   Commercial
Use At Sale:                          Vacant
Topo/Drainage:                        Level; Adequate
Access/Visibility:                    Good; good
Utilities:                            All available
Remarks:                              This property will be adjacent to a
                                      Winn-Dixie Marketplace to be developed in
                                      late 1997. It was purchased for the
                                      development of a convenience store.
Indicators of Value:                  PRICE PER SQ. FT.:$3.53



                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                                 Land Sales Map
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    26

Land Sales 1 through 3 detailed above are compared to the subject's shopping
center site and adjusted to the subject for notable differences. These
adjustments are made in the adjustment grid below.

<TABLE>
<CAPTION>
===========================================================================================
                                     LAND SATES COMPARISON GRID
===========================================================================================
Comp. Number                Subject                 #1               #2                 #3
- -------------------------------------------------------------------------------------------
<S>                         <C>            <C>                 <C>                <C>   
Grantor                                           Argo          Hilyler            Crowder
                                                                               
Grantee                                    Atl.Holding            Prior             Greggs
                                                                               
Location                                    U.S. 431 S         U.S. 431            U.S 431
                                                                               
City                                          Phx City         Phx City           Phx City
                                                                               
Sale Price                                  $1,074,000         $148,000           $200,000
                                                                               
Date of Sale                 8/5/97            5/29/97           9/1/96             6/1/96
                                                                               
Size (Sq. Ft.)              335,848            361,548           30,100             56,628
                                                                               
Price/Unit                                       $3.00            $4.92              $3.53
===========================================================================================
ADJUSTMENTS                                         #1               #2                 #3
===========================================================================================
Conditions of Sale                              Normal           Normal             Normal
                                                                               
Market Conditions                                $0.00            $0.00              $0.00
                                                                               
Preliminary Adj.Unit Price                       $3.00            $4.92              $3.53
===========================================================================================
PHYSICAL DIFFERENCES                                #1               #2                 #3
===========================================================================================
Location                                         20.0%            10.0%              20.0%
                                                                               
Size                                              0.0%           -20.0%             -15.0%
                                                  ---             ----               ---- 
Subtotal-Physical                                20.0%           -10.0%               5.0%
===========================================================================================
Final Adj. Unit Price                            $3.60            $4.43              $3.71
===========================================================================================
</TABLE>


The comparable sales listed above were adjusted to the subject for:

Conditions of Sale:                   All sales were normal arm's length
                                      transactions that required no adjustments.

Time:                                 Conversations with local real estate
                                      professionals and the county tax appraiser
                                      indicate that land values in Pheinx City
                                      have remained stable over the past five
                                      years. Therefore, no adjustment for market
                                      conditions or time was considered
                                      appropriate.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

LAND VALUE- DIRECT COMPARISON (CONTINUED)                                     27

Location:                             Comparable Land Sales No. 1 and 3 are
                                      located on U.S. Highway 431 South which is
                                      less developed than the U.S. Highway 280
                                      corridor. These locations are considered
                                      to be significantly inferior relative to
                                      the subject. Upward adjustments of 20%
                                      were applied to these comparables for
                                      location. Comparable Land Sale No. 2 is
                                      located on U.S. Highway 280 South
                                      approximately 4 miles south of the
                                      subject. The subject's location on U.S.
                                      Highway 280 North on the "going home" side
                                      of the highway to the population growth
                                      areas of Lee County is considered to be
                                      superior relative to the locations to the
                                      south. An upward adjustment of 10% was
                                      applied to Comparable Land Sale No. 2 for
                                      location.

Size:                                 All sales were adjusted to a 90% curve
                                      using the Dilmore Size adjustment table.
                                      This table is based on the fact that a
                                      property's price per unit is generally
                                      inversely related to its size.

The comparable sales after adjustment, indicate a range of value from $3.60 to
$4.43 per square foot. Each of the adjusted sales were given relatively equal
consideration in the value estimate of the subject site, as if vacant.

Based on these adjusted sales, the subject site, "As if Vacant", is valued as:

================================================================================
                        Estimated Land Value - As if Vacant
================================================================================
335,848  Sq. Ft. @                 $4.00 per Acre            =        $1,343,390

                                                          ROUNDED:    $1,340,000
================================================================================



                                                  H.J. Porter & Associates, Inc.
<PAGE>
                                                                              28

COST APPROACH TO VALUE

The cost factors used are from the Marshall Valuation Service, a national cost
service indexed to the Phenix City market and found to be reliable and
consistent with costs incurred by builders within the area. The cost factors
from this cost service are inclusive of architect/engineering fees, construction
period interest, contractors overhead and profit, and normal site prep costs.
Excluded are site improvements such as paving, landscaping, etc., land costs,
and indirect costs such as developers profit and permanent loan fees.

Calculations of total building reproduction costs are:

================================================================================
                          ESTIMATED REPRODUCTION COSTS
================================================================================
Estimated Reproduction Cost New - Markets

Average Class "C" - Sec. 13, Pg 19

Base Cost                                  $45.19

Current Cost Multiplier    x                1.050

Local Cost Multiplier      x                0.850

Perimeter Multiplier       x                1.000
                                            -----
                    54,500 Sq. Ft. @       $40.33   per Sq. Ft.  =    $2,197,985

Estimated Reproduction Cost New - Neighborhood Shopping Center

Good Class "C" - See 13, Pg 27

Base Coast                                 $46.08

Current Cost Multiplier    x                1.050

Local Cost Multiplier      x                0.900

Perimeter Multiplier       x                0.915
                                            -----
                    17,852 Sq. Ft. @       $39.84   per Sq. Ft. =       $711,224
                                                                      ----------
Total Estimated Reproduction Cost                                     $2,909,209
================================================================================

INDIRECT COST

Indirect costs including developer's fee/entrepreneurial profit and permanent
loan fees are added to the subject's direct cost to estimate the total value of
the subject property via the Cost Approach. Developer's fee/Entrepreneurial
profit is added at 20% based upon sales of new 


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INDIRECT COST (CONTINUED)                                                     29

shopping centers, discussions with Developers and Brokers, and with
consideration given to the cross collateralization of the portfolio of retail
properties of which the subject is a part. Permanent loan fees are added at the
amount typically charged by lenders - 2 % of the loan amount (1% construction -
1% permanent).

DEPRECIATION AND OBSOLESCENCE

Incurable physical deterioration identifies items of deterioration that cannot
be practically or economically corrected at present. For the purposes of this
analysis, incurable physical deterioration has not been classified as being
either long or short lived. A long-lived item is a building component that is
expected to have a remaining economic life that is the same as the remaining
economic life of the structure. A short-lived item is a building component that
is expected to have a remaining economic life that is shorter than the remaining
life of the structure. In this instance separating the items of incurable
physical deterioration into long and short lived items would serve little or no
useful appraisal purpose because of the overall age of the improvements.

In the case of the subject improvements, incurable physical deterioration has
been estimated using the age/life concept in that we estimate the improvements
to have an effective age of approximately 5 years, from a total estimated
economic life of approximately 40 years. Therefore, it is estimated that the
improvements suffer from incurable physical deterioration, both long and
short-lived, of approximately 12.5 percent (5 years/40 years = 12.5 percent) of
the estimated Reproduction Cost New.

Functional obsolescence is a loss in value resulting from defects in design. The
defect may be curable or incurable. Curable functional obsolescence is measured
by the cost to cure the condition. Incurable functional obsolescence may be
caused by a deficiency or a superadequacy. A deficiency may be a component or
system that should be in the property but is not, or it may be a substandard or
defective component or system in the property that does not work properly. A
superadequacy is a component or system in the property that exceeds market
requirements and does not contribute to value an amount equal to its cost. Upon
inspection of the subject, no degree of functional obsolescence, either curable
or incurable, was noted.

External obsolescence is the diminished utility of a structure or project due to
negative influences from outside the site and can be caused by a variety of
factors, i.e., neighborhood declined, the property's location in a community,
state, or region; or market conditions. No degree of external obsolescence is
believed to be present in the subject improvements as of the effective date of
appraisal.

                                                  H.J. Porter & Associates, Inc.
<PAGE>

COST APPROACH TO VALUE - (CONTINUED)                                          30

CONCLUSION TO COST APPROACH


The calculation of value by the Cost Approach is presented in tabular form
below.

<TABLE>
<CAPTION>
=====================================================================================================
                                      VALUATION - COST APPROACH
=====================================================================================================
<S>                                <C>       <C>            <C>       <C>                 <C>
DIRECT COST

Market Price                       54,500    Sq. Ft. x      $40.33    per Sq. Ft.    =    $2,197,985

Local Space                        17,852    Sq. Ft. x      $39.84    per Sq. Ft.    =      $711,200
                                                                                          ----------
Total Reproduction Cost of Structures                                                     $2,909,185

LESS DEPRECIATION:                                          Curable     Incurable
                                                            -------     ---------
     Physical                                                   $0      $363,648

     Functional                                                 $0            $0

     External                                                   $0            $0

     Total                                                      $0            $0            $363,648
                                                            ------      --------          ----------
Depreciated Cost of Shopping Center                                                       $2,545,537

Add: Site Improvements              Area     Cost/Sq. Ft.    % Dep.     Cost New
                                    ----     ------------    -----      --------
     Asphalt Paving               210,175        $1.50       10.0%      $283,736

     Concrete Paving               18,775        $1.75       10.0%       $29,571

     Concrete Curbs                 1,670        $7.50       10.0%       $11,273

     Light Poles                       10       $2,500       10.0%       $22,500
     
     Landscaping                                                          $2,500
                                                                         -------

Total Site Improvements                                                                     $349,580
                                                                                          ----------

Total Depreciated Cost                                                                    $2,895,117

INDIRECT COST

     Developer's Fee                20.0%  of Total Cost/Land           $847,623

     Permanent Loan Fees @           2.0%  of Loan Amount

          (Loan basis =             80.0%  of Land/Bldg Cost)            $67,810
                                                                         -------

TOTAL INDIRECT COST                                                                         $915,433
                                                                                          ----------
TOTAL REPRODUCTION                                                                        $3,810,550

LAND VALUE (from previous section)                                                        $1,343,000
                                                                                          ----------

PRELIMINARY VALUE BY COST -                                                               $5,153,550
                                                                      
                                                                      (Rounded)           $5,150,000
=====================================================================================================
</TABLE>

                                                  H.J. Porter & Associates, Inc.
<PAGE>
                                                                              31

INCOME APPROACH TO VALUE

As a primary approach to value for the subject, the subject's net operating
income is capitalized into a value estimate by use of an overall capitalization
rate. In arriving at a net operating income, consideration is given to rentals
and expenses which are incurred in the operation of the property.

CONTRACT INCOME

The subject property is currently occupied by Winn-Dixie (45,500 Sq. Ft.), Revco
Drugs (9,000 Sq. Ft.), and all but 1,756 sq. ft. of the 17,812 sq. ft. of local
shop space. The vacancy amounts to an overall occupancy rate of 97.6% and a
local shop vacancy of 7.3%. The following chart contains a summary of the
contract rents generated by the subject property as of the date of appraisal.
Summaries of each lease are included as exhibits in the Addendum of this report.

================================================================================
                            SUMMARY OF CONTRACT RENT
================================================================================
Tenant                         Sq. Ft.           Rent/Sq. Ft.        Annual Rent
- --------------------------------------------------------------------------------
Winn-Dixie                      45,500              $6.77              $308,035

Revco Drugs                      9,000              $6.75               $60,750

H & R Block                      1,300              $9.96               $12,948

First Family Financial           1,300              $9.62               $12,506

Hair Designs                     1,300             $10.11               $13,143

Vacant                               0                 NA                    NA

Movie Gallery                    4,681             $12.00               $56,172

Little Caesars Pizza             1,300              $9.66               $12,558

Subway                           1,300             $10.00               $13,000

Hollis Eye Institute             1,300              $9.14               $11,882

One Price Clothing               3,575             $10.00               $35,750
                                ------                                 --------

Total                           70,556                                 $535,744
================================================================================

The two anchors, Winn-Dixie and Revco Drug, lease space in the subject for $6.77
and $6.75 per sq. ft. respectively. To determine whether the anchor leases are
representative of market rents for similar food and drug store anchors, the
contract rents were compared to other food and drug 

                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        32

CONTRACT RENT (CONTINUED)

store leases in the States of Alabama, Georgia, and Tennessee. A summary of
those leases appears in the following chart.

<TABLE>
<CAPTION>
=======================================================================================================================
                                              SUMMARY OF RENT COMPARABLES - SUPERMARKETS
=======================================================================================================================
Tenant            Location                      Year Leased               Size (Sq. Ft.)                  Rent/Sq. Ft.
- -----------------------------------------------------------------------------------------------------------------------
<S>               <C>                                  <C>                        <C>                            <C>  
Winn-Dixie        Alabaster, AL                        1993                       44,000                         $6.50

Winn-Dixie        Panama City, FL                      1993                       44,000                         $7.15

Winn-Dixie        Moody, AL                            1993                       44,000                         $7.00

Winn-Dixie        Chalkville, AL                       1994                       51,250                         $6.50

Winn-Dixie        Alexcander City, AL                  1994                       44,000                         $6.75

Winn-Dixie        Chattanooga, TN                      1994                       44,000                         $7.05

Winn-Dixie        Anniston, AL                         1995                       44,000                         $7.70

Winn-Dixie        Birmingham, AL                       1995                       44,000                         $6.95

Winn-Dixie        Mobile, AL                           1996                       51,282                         $8.00

Winn-Dixie        Dalton, GA                           1996                       44,000                         $9.26

Winn-Dixie        Trussville, AL                       1996                       44,000                         $8.15

Winn-Dixie        Mobile, AL                           1997                       44,000                         $9.00

Winn-Dixie        Mobile, AL                           1997                       44,000                         $8.85

Winn-Dixie        Fairhope, AL                         1997                       44,000                         $9.25
=======================================================================================================================
Winn-Dixie        Phenix City, AL                      1987                       51,282                         $6.77
=======================================================================================================================
</TABLE>


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE- (CONTINUED)                                         33

CONTRACT RENT (CONTINUED)

<TABLE>
<CAPTION>
=============================================================================================================
                                SUMMARY OF RENT COMPARABLES - DRUG STORE RENTS
=============================================================================================================
Tenant                 Location                    Year Leased             Size (sq. Ft.)       Rent/sq. Ft.
- -------------------------------------------------------------------------------------------------------------
<S>                    <C>                                <C>                      <C>                 <C>  
Drugs For Less         Birmingham,  AL                    1993                     18,000              $7.50
                                                                                                       
Harco Drugs            Birmingham, AL                     1993                     12,876              $5.95
                                                                                                       
Harco Drugs            Pell City, AL                      1993                      9,100              $7.50
                                                                                                       
Harco Drugs            Albaster, AL                       1993                      9,100              $8.50
                                                                                                       
Big B Drugs            Chattanooga, TN                    1994                      8,470              $7.00
                                                                                                       
Harco Drugs            Tuscaloosa, AL                     1994                     10,160              $7.90
                                                                                                       
Big B Drugs            Phenix City, AL                    1995                     15,500              $4.75
                                                                                                       
Revco Drugs            Anniston,  AL                      1995                      9,240              $7.75
                                                                                                       
Drugs For Less         Birmingham,  AL                    1995                     18,000              $7.00
                                                                                                       
Revco Drugs            Dalton, GA                         1996                      8,450              $9.75
                                                                                                       
Harco Drugs            Mobile, AL                         1997                     10,125              $8.25
                                                                                                       
Harco Drugs            Opp, AL                            1997                     10,125              $8.25
                                                                                                       
Big B Drugs            Phenix City, AL                    1998                     10,950              $8.00
=============================================================================================================
Revco Drug             Phenix City, AL                    1998                      9,000              $6.75
=============================================================================================================
</TABLE>


The contract rents for Winn-Dixie and Revco Drugs, like most signature stores,
are a function of the development cost and negotiations between the developer
and tenant. The Winn-Dixie rent at $6.77 per sq. ft. and Revco Drug rent at
$6.75 are within the range of similar food and drug tenant rental rates as
illustrated in the previously presented tables. Therefore, they are considered
to be commensurate with current market rents.

LOCAL SHOP RENT

To determine whether the current shop space rents are commensurate with local
market rents as well as to determine the market rent for the 1,756 sq. ft.
currently vacant. A survey of four shopping centers in the Phenix City area were
surveyed. The results of that survey are contained on the following pages.

                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]
<PAGE>

INCOME APPROACH TO VALUE- (CONTINUED)                                         34

LOCAL RENT COMPARABLE NO. 1

<TABLE>
<S>                                       <C>                                                 <C>
PROJECT:                                  Kmart/Food Max Center                               SURVEY DATE: 08\15\1997
LOCATION:                                 U.S. Hwy 280 & Opelika Rd                           PHYSICAL INSPECTION: 08/13/97
SECTOR:                                   Phenix City, AL                                     SURVEYED BY: Glen E. Heinzelman
TYPE CENTER:                              Community Center                                    PHOTO DATE: 08\13\1997
COMPANY:                                  Selig Enterprises
AGENT:                                    Bill Stogner                                        PHONE: (404) 876-5511
BUILDING AREA:                            182,361
LEASABLE AREA:                            182,361                  MAJOR:                     150,000 SF
                                                                   NON-MAJOR:                 32,361 SF
CONDITION:                                Good
#PARKING SPACES:                          Ukn
VISIBILITY:                               Excellent
ACCESSIBILITY:                            Excellent
MAJOR TENANT:                             1.      K-Mart                                      2.         Food Mart

NON-MAJOR TENANT:                         1.      Tri-City Cleaners                           8.         Radio Shack
                                          2.      One-Hour Photo                              9.         Rent-A-Center
                                          3.      Pappa John's Pizza                          10.        Just-A-Buck
                                          4.      Regency Jewelers                            11.        Headstart
                                          5.      China Garden                                12.        Fashion Cents
                                          6.      Avco Financial                              13.        Shoe City
                                          7.      Linda's Health Foods
SF AVAIL:                                 MAJOR                    0 SF                       0.00%
                                          NON-MAJOR:           1,400 SF                       0.08%
LEASE TERMS:                              3 - 5 years                                
TAX:                                      Pass thru
INSURANCE:                                Pas thru
CAM:                                      Pass thru
TI ALLOWANCEA:                            Negotiable (Vanilla base)
PERCENTAGE RENTS:                         Varies
CPI:                                      Varies
CONCESSIONS:                              None
STEP RENT:                                Ukn
RENT RANGE ASKING:                        Non-Anchor: $12.00
RENT RANGE EXISTING:                      Non-Anchor: $10.50 to $11.50
AVERAGE LEASE TERM                        Non-Anchor: 3 - 5 years                             Anchor: 20 years
OWNERSHIP/NAME:                           Selig Enterprises, Inc.
YEAR CONSTRUCTED:                         1986
YEAR OCCUPIED:                            1986 
OUTPARCELS                                1.      Wendy's       
                                          2.      Taco Bell
</TABLE>                                  


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]
<PAGE>

INCOME APPROACH TO VALUE- CONTINUED                                           35

Local Rent Comparable No.2

<TABLE>
<S>                                       <C>                                                 <C>
PROJECT:                                  Stadium Plaza SC                                    SURVEY DATE: 08\15\1997
LOCATION:                                 U.S. 80 & Summerhill Rd.                            PHYSICAL INSPECTION: 08/13/97
SECTOR:                                   Phenix City, AL                                     SURVEYED BY: Glen E. Heinzelman
TYPE CENTER:                              Neighborhood Center                                 PHOTO DATE: 08\13\1997
COMPANY:                                  IRT Properties
AGENT:                                    Thornton Anderson                                   PHONE: (770) 995-4406
BUILDING AREA:                            73,075
LEASABLE AREA:                            73,075                   MAJOR:                     47,575 SF
                                                                   NON-MAJOR:                 25,500 SF
CONDITION:                                Good
#PARKING SPACES:                          Ukn
VISIBILITY:                               Excellent
ACCESSIBILITY:                            Excellent
MAJOR TENANT:                             1.      Piggy Wiggly                                2.         Revco Drugs

NON-MAJOR TENANT:                         1.      Video Wonderland                            8.         TCBY
                                          2.      Hobo Pizza & Subs                           9.         B.J=s Kut & Kurl
                                          3.      Angel Nails                                 10.        Peachtree Natural Foods
                                          4.      Athletic Dept.                              11.        Tri-City Cleaners
                                          5.      Norwest Finance                             12.        Fletchers
                                          6.      Frames                                      13.        Animal Hospital
                                          7.      Tanning

SF AVAIL:                                 MAJOR                    O SF                       0.00%
                                          NON-MAJOR:               O SF                       0.00%
LEASE TERMS:                              3 - 5 years
TAX:                                      Pass thru
INSURANCE:                                Pass thru
CAM:                                      Pass thru
TI ALLOWANCEA:                            Negotiable (Vanilla base)
PERCENTAGE RENTS:                         Varies
CPI:                                      Varies
CONCESSIONS:                              None
STEP RENT:                                Ukn
RENT RANGE ASKING:                        Non-Anchor: NA
RENT RANGE EXISTING:                      Non-Anchor: $8.00
AVERAGE LEASE TERM                        Non-Anchor: 3 - 5 years                             Anchor: 20 years
OWNERSHIP/NAME:                           IRT Properties, Inc.
YEAR CONSTRUCTED:                         Late 1970's
YEAR OCCUPIED:                            Late 1970's                                         2. Phenix-Girard Bank
OUTPARCELS                                1.      McDonalds's
                                          2.      Waffle House
</TABLE>


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]
<PAGE>

INCOME APPROACH TO VALUE- (CONTINUED)                                         36

Local rent Comparable No.3

<TABLE>
<S>                                       <C>                                                 <C>
PROJECT:                                  Phenix Square                                       SURVEY DATE: 08\15\1997
LOCATION:                                 U.S. Hwy 280                                        PHYSICAL INSPECTION: 08/13/97
SECTOR:                                   Phenix City, AL                                     SURVEYED BY: Glen E. Heinzelman
TYPE CENTER:                              Neighborhood Center                                 PHOTO DATE: 08\13\1997
COMPANY:                                  Maxwell Properties
AGENT:                                    Courtney Bell                                       PHONE: (800) 883-8846
BUILDING AREA:                            50,500
LEASABLE AREA:                            73,075                    MAJOR:                    35,000 SF
                                                                    NON-MAJOR:                15,000 SF
CONDITION:                                Average
#PARKING SPACES:                          Ukn
VISIBILITY:                               Average
ACCESSIBILITY:                            Fair
MAJOR TENANT:                             1.      Revco                                       2.         Big Lots

NON-MAJOR TENANT:                         1.      Tri-City Cleaners                           4.         Family Dollar
                                          2.      Laundrymat Plus                             5.         Sally Beauty Supply
                                          3.      New Life Bookstore                          6.         Renter's Choice
SF AVAIL:                                 MAJOR                     0 SF                      0.00%
                                          NON-MAJOR:                0 SF                      0.00%
LEASE TERMS:                              3 - 5 years
TAX:                                      Pass thru to local only
INSURANCE:                                Pass thru to local only
CAM:                                      Pass thru to local only
TI ALLOWANCEA:                            None
PERCENTAGE RENTS:                         Varies for anchors
CPI:                                      None
CONCESSIONS:                              None
STEP RENT:                                None
RENT RANGE ASKING:                        Non-Anchor: NA
RENT RANGE EXISTING:                      Non-Anchor: $6.25 Average
AVERAGE LEASE TERM                        Non-Anchor: 3 years                                 Anchor: 15 years
OWNERSHIP/NAME:                           Maxwell Properties, Inc.
YEAR CONSTRUCTED:                         1975
YEAR OCCUPIED:                            1975
OUTPARCELS                                None
</TABLE>


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]
<PAGE>

INCOME APPROACH TO VALUE- (CONTINUED)                                         37

Local Rent Comparable No. 4

<TABLE>
<S>                                       <C>                                                 <C>
PROJECT:                                  Village Green                                       SURVEY DATE: 08\15\1997
LOCATION:                                 U.S. Hwy 280                                        PHYSICAL INSPECTION: 08/13/97
SECTOR:                                   Phenix City, AL                                     SURVEYED BY: Glen E. Heinzelman
TYPE CENTER:                              Neighborhood Center                                 PHOTO DATE: 08\13\1997
COMPANY:                                  Talbot realty
AGENT:                                    Jim Talbot                                          PHONE: (334) 297-5706
BUILDING AREA:                            
LEASABLE AREA:                            70,000                    MAJOR:                    16,000 SF
                                                                    NON-MAJOR:                54,000 SF
CONDITION:                                Fair
#PARKING SPACES:                          Ukn
VISIBILITY:                               Average
ACCESSIBILITY:                            Average
MAJOR TENANT:                             1.      Bargain Town

NON-MAJOR TENANT:                         1.      Shoe City                                   9.         Gene's Gym
                                          2.      Alfa Insurance                              10.        Heaven Sent Gift
                                          3.      The Crate                                   11.        Wynn's Barber Shop
                                          4.      China Eagle                                 12.        Arkay Rent to Own
                                          5.      Merle Norman                                13.        T.G. Discount Fashions
                                          6.      Kim's Beauty Supply                         14.        Tombos Seafood
                                          7.      Angels Nail Salon                           15.        Alabama Employment Center
                                          8.      BMC Audio                                   16.        Shirt Shack

SF AVAIL:                                 MAJOR                     0 SF                      0.00%
                                          NON-MAJOR:                3,5000 SF                 5.0%
LEASE TERMS:                              3 years
TAX:                                      Owner
INSURANCE:                                Owner
CAM:                                      Owner
TI ALLOWANCEA:                            None
PERCENTAGE RENTS:                         None
CPI:                                      None
CONCESSIONS:                              None
STEP RENT:                                None
RENT RANGE ASKING:                        Non-Anchor: NA
RENT RANGE EXISTING:                      Non-Anchor: $6.50 
AVERAGE LEASE TERM                        Non-Anchor: $6.50 Average                           Anchor: 10 years
OWNERSHIP/NAME:                           Selig Enterprises, Inc.
YEAR CONSTRUCTED:                         1960's
YEAR OCCUPIED:                            1960's
OUTPARCELS                                1.    Pizza Hut                                     2.   Unneda Pawn
                                          3.    Hartz Chicken                                 4.   Region's Bank ATM
</TABLE>


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]


                               Comparable Rentals
<PAGE>

INCOME APPROACH TO VALUE- (CONTINUED)                                         38

Local Shop Rein (Continued)

The local shop space rein comparables presented previously are adjusted to the
local shop space contained in the subject based on their individual
characteristics. The characteristics adjusted in the four properties are
location, age/condition, and anchor draw. The market rein comparison grid is
presented below.

<TABLE>
<CAPTION>
===========================================================================================================
                                       COMPARISON OF LOCAL SHOP RENT
===========================================================================================================
Local Rein No.                          #1                     #2             #3                        #4
- -----------------------------------------------------------------------------------------------------------
<S>                                <C>              <C>               <C>                      <C>  
Center Name                         K-Mart          Stadium Plaza     Phenix Sq.               Village Gr.

Local Shop Space                    32,361                 25,500         15,500                    54,000

Local Space Available                1,400                      0              0                     3,500

Overall Vacancy                     0.80 %                 0.00 %         0.00 %                    5.00 %

Average Shop Rent/Sq. Ft.           $12.00                  $8.00          $6.25                     $6.50
===========================================================================================================
ADJUSTMENTS                             #1                     #2             #3                        #4
- -----------------------------------------------------------------------------------------------------------
Location                             $0.00                  $1.00          $1.00                     $1.00

Age/Condition                        $0.00                  $1.00          $1.00                     $1.00

Anchor Draw                        ($1.50)                  $0.50          $2.00                     $2.00
                                   ------                   -----          -----                     -----

Total Adjustment                  ($1. 50)                  $2.50          $4.00                     $4.00
===========================================================================================================
Adjusted Rent/Sq. Ft.               $10.50                 $10.50         $10.25                    $10.50
===========================================================================================================
</TABLE>

Location:                     Local Rent Comparable No. 1 is located across U.S.
                              Highway 280 from the subject. No adjustment for
                              location was considered appropriate. Local Rent
                              Comparable No. 2 is located at the Summerhill Road
                              exist of the U.S. 80 Bypass approximately 3 miles
                              east of the subject. Inasmuch as the traffic count
                              along this roadway is significantly lower than the
                              subject, its location is considered to be
                              inferior. An upward adjustment of $1.00 per sq.
                              ft. was applied to this comparable for location.
                              Local Rent Comparables No. 3 and 4 are located on
                              the east and west side of U.S. Highway 280
                              respectively approximately two miles south of the
                              subject. Both of these properties are set back
                              from the roadway and accessible only at
                              intersections controlled by traffic signals. Both
                              locations are considered to be inferior relative
                              to the subject. Upward adjustments of $1.00 per
                              sq. ft. were applied to these comparables for
                              location.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE- (CONTINUED)                                         39

LOCAL SHOP RENT (CONTINUED)

Age/Condition:                Local Rent Comparable No. 1 is considered to be
                              similar in overall age/condition as the subject.
                              No adjustment age/condition was considered
                              appropriate. Local Rent Comparables No. 2, 3, and
                              4 were all considered to be inferior to the
                              subject in terms of their overall age/condition.
                              Upward adjustments of $1.00 per sq. ft. were
                              applied to these comparables.

Anchor Draw:                  Local Rent Comparable No. 1 is anchored by Kmart
                              and Foodworld. Both these anchors draw a
                              significant amount of retail traffic superior to
                              what the subject's anchors draw. A downward
                              adjustment of $1.50 per sq. ft. was applied to
                              this comparable for anchor drawing power. Local
                              Rent Comparable No. 2 is anchored by Piggly Wiggly
                              an older supermarket chain. According to
                              knowledgeable sources, Piggly Wiggly, usually
                              occupied second generation grocery store space and
                              tends to draw less retail traffic than Winn-Dixie
                              or Foodworld. An upward adjustment of $0.50 per
                              sq. ft. was applied to this comparable for
                              inferior anchor draw. Local Rent Comparables No. 3
                              and 4 are anchored by Bargain Town and Big Lots
                              respectively. These anchors draw significantly
                              less retail traffic than grocery store chins or
                              mass market retailers. Upward adjustments of $1.00
                              per sq. ft. were applied to these comparables for
                              inferior anchor drawing power.

The previously discussed local rent comparables produced a range of probable
market rents for the vacant 1,756 sq. ft. of local space in the subject from
$10.25 to $10.50 per sq. ft. Local Rent Comparables No. 1 and 2 were given the
greatest weight because they are considered to be the most similar to the
subject and required the least overall adjustment. From this narrow range the
most probable market rent for the subject's vacant local space is determined to
be $10.50 per sq. ft. Similar to the other local tenants in addition to the base
market rent, the tenant will be responsible for its pro-rata share of property
taxes, insurance, and common area maintenance charges.

EXPENSE CONTRIBUTIONS

Each tenant is contractually obligated to contribute to the expenses incurred in
the operation of the shopping center. Their contributions amount to their
pro-rata share of the taxes, property insurance, and common area maintenance
expenses. These expenses have been estimated later in this report and summarized
in the chart on the following page.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        40

EXPENSE CONTRIBUTIONS (CONTINUED)

================================================================================
                        Estimate of Expense Contributions
================================================================================
Taxes                                                                    $51,329

Insurance                                                                 $7,231

Common Area Maintenance                                                  $32,540
                                                                         -------

Total Reimbursable                                                       $91,101

Total Sq. Ft.                                                            $72,312
                                                                         -------

Reimbursement/Sq. Ft.                                                      $1.26
================================================================================

VACANCY AND COLLECTION LOSS

The subject is 97.6% leased as of the effective date of appraisal. As of the
date of appraisal one local shop space containing 1,756 sq. ft. is currently
vacant resulting in a local vacancy of 9.9% (1,756 sq. ft./17,812 sq. ft.). The
subject is considered to operating at a stabilized occupancy based on other
comparable properties in the Phenix City area. For the purposes of this
analysis, given the credit quality of the existing tenants, a vacancy and
collection loss factor of 10% of the total potential gross income for the
non-anchor tenants, including expense contributions, has been incorporated into
this analysis.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE- (CONTINUED)                                         41

Effective Gross Income

Given the preceding discussion, the Effective Gross Income for the subject is
estimated as follows:

<TABLE>
<CAPTION>
===============================================================================================================
                                     ESTIMATE OF EFFICTIVE GROSS INCOME
===============================================================================================================
<S>                                  <C>                   <C>                            <C>          <C>     
Potential Gross Income               45,500 Sq. Ft. @       $6.77 per Sq. Ft.=                         $308,035

Winn-Dixie                            9,000 Sq. Ft. @       $6.75 per Sq. Ft.=                          $60,750

Revco Drug                           16,056 Sq. Ft. @      $10.46 per Sq. Ft.=                         $167,959

Local Contrat Rent                    1,756 Sq. Ft. @      $10.50 per Sq. Ft.=                          $18,438
                                                                                                        -------
Market Rent                                                                                            $555,182

Potential Gross Rental Income

Expenses Contributions

Winn-Dixie                           45,500 Sq. Ft. @       $1.26 per Sq. Ft.=             $57,330

Revco Drug                            9,000 Sq. Ft. @       $1.26 per Sq. Ft.=             $11,340

Local Shops                          17,842 Sq. Ft. @       $1.26 per Sq. Ft.=             $22,481
                                                                                           -------
Total Expenses Contributions                                                                            $91,151
                                                                                                        -------

Total Potential Gross Income                                                                           $646,333

Less Vacancy & Collection Loss

                                     10% of Non Anchor Potential Gross Income                           $20,888
                                                                                                        -------

Effective Gross Income                                                                                 $625,445
===============================================================================================================
</TABLE>



OPERATING EXPENSES

After estimating Effective Gross Income, all applicable expends are deducted to
arrive at Net Operating Income. To estimate the appropriate expense levels,
statements from similar shopping centers are analyzed. The expense comparables
are presented on the following page.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        42

COMPARABLE #1

Project Name:                 Delchamps Plaza South
Location:                     Skyland Boulevard
                              Tuscaloosa, Alabama
Year Built:                   1986                  GLA: 180,903 SF
Source:                       Yearn end statements
Type Center:                  Neighborhood Shopping Center
Analysis Year:                1996                    Analysis By: LHH

        Item                  Total               $/SF           %PGR
        ----                  -----               ----           ----
Effective Gross Rent:         $751,676            $6.90          %
+ CAM/Reimbursement           $61,400             $0.56          %
+ Misc Income:                $300                $0.00          %
                              ----                -----          --
Effec. Gross Income:          $813,376            $7.47          100.0%
Less Expenses:
  Management:                 $42,686             $0.39          5.2%
  Ad Valorem Tax:             $39,174             $0.36          4.8%
  Insurance:                  $13,588             $0.12          1.7%
  Administration Expense:     $17,144             $0.16          2.1%
  CAM:                        $25,322             $0.23          3.1%
  Utilities:                  $6,564              $0.06          0.8%
  Miscellanous:               $5,071              $0.05          0.6%
                              --------            -----          ---- 

Total Expenses:               $149,549            $1.37          18.4%
                              --------            -----          ---- 

Net Operating Income:         $663,827            $6.10          81.6%
                              ========            =====          ==== 

Comments:   Miscellaneous expense consists of travel and structural repair 
            expenses



                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE- (CONTINUED)                                         43

Comparable #2

Project Name:                         Delchamps Plaza North
Location:                             MacFarland & Watermelon Road
                                      Tuscaloosa, Alabama
Year Built:                           1986     GLA: 59,389 SF
Source:                               Year end statements
Type Center:                          Neighborhood Shopping Center
Analysis Year:                        1995     Analysis By: DPM

     Item                             Total            $/SF              %PGR
     ----                             -----            ----              ----
Effective Gross Rent:                 $459,768         $7.74             100%
Less Vat/Credit Loss                  $603             $0.01             0.1%
                                      ----             -----             --- 
Effective Gross Rent                  $459,165         $7.73             99.9%
+ CAM/Reimbursements:                 $42,120          $0.69             8.9%
+ Misc Income:                        $3.439           $0.06             0.7%
                                      ------           -----             --- 
Effec. Gross Income:                  $503,724         $8.48             100.0%

Less Expenses:
  Management:                         $30,762          $0.52             6.1%
  Ad Valorem Tax:                     $33,939          $0.57             6.7%
  Insurance:                          $4,915           $0.08             1.0%
  Administration Expense:             $1,391           $0.02             0.3%
  CAM:                                $41,892          $0.71             8.3%
  Utilities:                          $0               $0.00             0.0%
  Miscellaneous:                      $8,765           $0.15             1.7%
                                      ------           -----             --- 

Total Expenses:                       $121,664         $2.05             24.2%
                                      --------         -----             ---- 

Net Operating Income:                 $382,060         $6.43             75.8%
                                      ========         =====             ==== 

Comments:    Utilities expense is included in CAM. Miscellaneous expense is 
             non-pass through expense for building repair.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        44

COMPARABLE #3

Project Name:                        Stratford Square
Location:                            East Boulevard
                                     Montgomery, Alabama
Year Built:                          1987                    GLA: 121,236 SF
Source:                              Year end statement
Type Center:                         Community Shopping Center
Analysis Year:                       1995                    Analysis By: PJM

            Item                     Total                 $/SF          %PGR
            ----                     -----                 ----          ----
Effective Gross Rent:                $771,843              $6.37         %
+ CAM/Reimbursement                  $118,804              $0.98         %
+ Misc Income:                       $412                  $0.00         %
                                     ----                  -----         --
Effec. Gross Income:                 $891,079              $7.35         100.0%

Less Expenses:
  Management:                        $43,173               $0.36         4.8%
  Ad Valorem Tax:                    $47,541               $0.39         5.3%
  Insurance:                         $12,987               $0.11         1.5%
  Administration Expense:            $13,769               $0.11         1.5%
  CAM:                               $53,488               $0.44         6.0%
  Utilities:                         $0                    $0.00         0.0%
  Miscellanous:                      $5,650                $0.05         0.6%
                                     ------                -----         --- 

Total Expenses:                      $176,608              $1.46         19.8%
                                     --------              -----         ---- 

Net Operating Income:                $714,471              $5.89         80.2%
                                     ========              =====         ==== 

Comments:  Miscellaneous expense includes $3,762 for on-site management and 
           $1,888 for advertising and promotional expenses.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        45

COMPARABLE #4

Project Name:                  Confidential
Location:                      Central Alabama
Year Built:                    1978                    GLA: 62,510 SF
Source:                        Year end Statement
Type Center:                   Neighborhood Shopping Center
Analysis Year:                 1995                    Analysis By: PJM

            Item               Total                    $/SF          %PGR
            ----               -----                    ----          ----
Effective Gross Rent:          $260,657                 $4.17         100%
+ CAM/Reimbursement            $22,347                  $0.36         %
+ Misc Income:                 $83                      $0.00         %
                               ---                      -----         --
Effec. Gross Income:           $283,087                 $4.53         100.0%
Less Expenses:
  Management:                  $10,663                  $0.17         3.8%
  Ad Valorem Tax:              $21,172                  $0.34         7.5%
  Insurance:                   $4,405                   $0.07         1.6%
  Administration Expense:      $3,556                   $0.06         1.3%
  CAM:                         $25,305                  $0.40         8.9%
  Utilities:                   $332                     $0.01         0.1%
  Miscellanous:                $1,718                   $0.03         0.6%
                               ------                   -----         --- 

Total Expenses:                $67,151                  $1.07         23.7%
                               -------                  -----         ---- 

Net Operating Income:          $215,936                 $3.45         76.3%
                               ========                 =====         ==== 

Comments:     Miscellaneous expense is for building repair and maintenance not 
              passed through to tenants.


                                                 H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE- (CONTINUED)                                         46

<TABLE>
<CAPTION>
===============================================================================================================
                                         SUMMARY OF EXPENSE COMPARABLES
===============================================================================================================
Expense Comparable                                      1             2             3           4          Avg
- ---------------------------------------------------------------------------------------------------------------
<S>                                                 <C>           <C>           <C>         <C>          <C>  
Effective Gross Income (Sq. Ft.)                    $7.47         $8.48         $7.35       $4.53        $6.96

Less: Expenses

   Management                                        5.2%          6.1%          4.8%        3.8%         5.0%

   Ad Valorem Taxes (Sq. Ft.)                       $0.36         $0.57         $0.39       $0.34        $0.42

   Insurance (Sq. Ft.)                              $0.12         $0.08         $0.11       $0.07        $0.10

   Administrative Expense (Sq. Ft.)                 $0.16         $0.02         $0.11       $0.06        $0.09

   CAM (Sq. Ft.)                                    $0.23         $0.71         $0.44       $0.40        $0.45

   Utilities (Sq. Ft.)                              $0.06         $0.00         $0.00       $0.01        $0.02

   Miscellaneous (%)                                0.06%          1.7%          0.6%        0.6%         0.9%
                                                    -----         -----         -----       -----        -----

Total Expenses (Sq. Ft)                             $1.37         $2.05         $1.46       $1.07        $1.49
                                                    =====         =====         =====       =====        =====

Expense Ratio (%)                                   18.4%         24.2%         19.8%       23.7%        21.5%
===============================================================================================================
</TABLE>

Based on these expense comparables, the pertinent expense categories in
appropriate amounts are estimated below.

Management/Leasing:           The management fees of the comparable properties
                              ranged from 3.89% to 6.1%. As indicated
                              previously, the subject property is one of fifteen
                              shopping centers in a cross collateralized
                              portfolio of retail properties under single
                              management. Considering the economics of scal, the
                              subject's management fee is estimated at the low
                              end of the range at 4% of effective rental income.

Ad Valorem tax:               The actual ad valorem taxes levied against the
                              subject obtained from the Russell County Tax
                              Assessor's office have been deemed appropr iate
                              and include d in this analysi s.

Insurance:                    Based upon the expense comparable information
                              included herein, the cost of insuring the
                              subject's improvements and the cost of liability
                              insurance is estimated to be $7,231 per year or
                              $0.10 per square foot of net leasable area.


                                                 H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE- (CONTINUED)                                         47

OPERATING EXPENSES (CONTINUED)

Common Area Maintenance:      The common area maintenance expense, including
                              utility expense for the parking and walkway areas,
                              based on the expense comparables expense
                              comparables has been estimated to be $32,540 per
                              year or $0.45 per sq. ft. of net leasable area.

Structural Maintenance:       Structural maintenance is estimated to be $.10 per
                              square foot for a total annual amount of $7,231
                              which is found to be similar to other neighborhood
                              shopping centers as well as typical requirements
                              by permanent lenders.

Miscellaneous Expenses:       Miscellaneous expenses for legal and accounting
                              services has been estimated to amount to 1.09% of
                              the effective gross income.

Based on the preceding, the total operating expenses are estimated to be
$129,604 per year or $1.79 per square foot of net leasable area. The total
expense estimate results in an operating expense ratio of 21.6% which is
supported by the expense comparables.

Net Operating Income

The Net Operating Income is calculated by subtracting the Operating Expenses
from the Effective Gross Income and is estimated at $495,841. The table on the
following page is a reconstructed operating statement for the subject
illustrating the previously discussed calculation of income and expenses.



                                                 H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        48

NET OPERATING INCOME (CONTINUED)                                             

<TABLE>
<CAPTION>
==========================================================================================================
                                        VALUATION - INCOME APPROACH
==========================================================================================================
<S>                                          <C>            <C>               <C>                <C>
Total Potential Gross Income                                                                     $646,333

Less Vacancy & Collection Loss

  10% of Non-Anchor Potential Gross Income                                                        $20,888
                                                                                                  -------

EFFECTIVE GROSS INCOME                                                                           $625,445

Less Expenses:                                % of EGI      Per Sq. Ft.         Total
                                              --------      -----------         -----
  Management                                      4.0%            $0.55       $25,018

  Ad Valorem Taxes                                8.0%            $0.71       $51,329

  Property Insurance                              1.1%            $0.10        $7,231

  Common Area Maintenance                         5.1%            $0.45       $32,540

  Structural Maintenance/Reserves                 1.1%            $0.10        $7,231

  Miscellaneous                                   1.0%            $0.25        $6,302
                                                  ---             -----        ------

Total Expenses                                                                                   $129,604
                                                                                                 --------

Net Operating Income                                                                             $495,841
==========================================================================================================
</TABLE>

CAPITALIZATION RATE

To estimate the subject's value via the Income Approach, the subject's
stabilized net operating income is capitalized with an overall capitalization
rate of 9.0%. The selected overall capitalization rate is based on several
methods of capitalization rate development with consideration given to the
non-terminable Winn Dixie leases, and the cross collateralization of the subject
property with the other fourteen shopping centers in the securitized portfolio
of retail properties. The capitalization rate development methods, which are
presented following the Income Approach Summary on the following page, includes
rates extracted from comparable sales, recently published investor surveys, and
three methods using mortgage and equity positions which include the Ellwood,
Band of Investment, and Debt Coverage Ratio methods.

Rates extracted from the comparable sales, none of which had non-terminable
leases, ranged from 9.57% to 10.20% with an average of 9,81% and the most recent
sale being at 9.64%. Published rates from the Second Quarter 1997. Korpacz Real
Estate Investor Survey for National Strip Shopping Centers, ranged from 8.25% to
13.00% with an average rate of 9.84% which is similar to the market extracted
rates. The mid range rates from the three mortgage/equity methods ranged from
8.90% to 9.24%. The rates developed with mortgage equity factors reflect current
conditions and declining

                                                 H.J. Porter & Associates, Inc.
<PAGE>

CAPITALIZATION RATE - (CONTINUED)                                             49

interest rates. The criteria used for these methods was taken from the above
mentioned investor survey and from interviews with mortgage brokers.

The High, Middle, and Low average of the five methods of capitalization rate
development are 10.25%, 9.31%, and 8.71% respectively. Based on this analysis
and the above considerations, the subject's overall capitalization rate is
estimated to fall between the Middle and Low range of the five methods.

Given the preceding, the value indication provided by the Income Approach can be
expressed as follows:

================================================================================
                                VALUE INDICATION
================================================================================
Net Operating Income       $495,841 Capitalized at        9.0%      $5,509,345

                                                     (Rounded)      $5,510,000
================================================================================


                                                 H.J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE- (CONTINUED)                                         50
<TABLE>
<CAPTION>
=======================================================================================================================
                   Property Capitalization Rate Justification
=======================================================================================================================

PROPERTY:      Russell Crossing Shopping Center

ADDRESS:       Phenix City, Alabama

DATE:          August 4, 1997
                                                                         Pessimistic        Most Likely       Optimistic
                                                                         -----------        -----------       ----------
<S>                                                                        <C>                <C>                 <C>  
                                                                           ============================================
   1. Market extracted rates for                                           10.20%              9.81%              9.57%
         similar local properties                                          ============================================

                                                                           ============================================
   2. Recent published cap rates                                           13.00%              9.84%              8.25%
                                                                           ============================================
          used by institutional investors 

Source: Korpacz Report 2nd Quarter 1997
   
3. Ellwood method calculated rates

      11.55% = Eqty yield before tax                         

               % Property appreciation (income) over hold period =         -5.00%              0.00%              5.00%
 
      75.00% = Mortgage percent of value

       7.75% = Mortgage interest rate 

         20  = Mortgage term in years 

         10  = Investment holding period

       9.85% = Rm = Mortgage constant

      14.40% = Rmp = Mortgage constant over holding period 

      31.59% = P = Percent  of mortgage paid off over hold period

       5.82% = SFF = Sink fund factor 

      37.18% = J factor
                                                                           ============================================
                                         Calculated cap rate =              9.36%              8.90%              8.45%
                                                                           ============================================
4. Band of Investment Method

                                     Mortgage percent to value             70.00%             75.00%             80.00%

                                             Mortgage constant             10.35%              9.85%              9.35%

                                       Equity percent to value             30.00%             25.00%             20.00%

                                   Eqty cash on cash rate (Re)              8.00%              7.00%              6.00%

                                                                           ============================================
                                         Calculated cap rate  =             9.65%              9.14%              8.68%
                                                                           ============================================
5. Debt Coverage Ratio Method
                                     Req'd debt coverage ratio               1.25               1.20               1.15

   Mortgage percent to value                                               70.00%             75.00%             80.00%

                                             Mortgage constant             10.35%              9.85%              9.35%

                                                                           ============================================
                                           Calculated cap rate              9.06%              8.87%              8.60%
                                                                           ============================================

=======================================================================================================================
</TABLE>

                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE- (CONTINUED)                                         51

                                Explanatory Notes
                          Capitalization Rate Evidence

The accompanying chart illustrates 5 different sets of data or evidence as to
appropriate current property capitalization rates.

          Item # 1 Reflects the current range in capitalization rates in the
          local market based on actual sales - this information is historical in
          nature although there has been a fairly consistent pattern evident in
          this market over the years.

          Item #2 Reflects actual cap rates used by large financial institutions
          in the acquisition and financing of major real estate projects. These
          rates are also historical in nature, but are based on properties of a
          magnitude atypical in this market area. Properties that would appeal
          to at least a regional and perhaps a national market of potential
          buyers.

          Item # 3 Reflects a calculated cap rate utilizing the Ellwood model
          based on future expectations in income and property value growth and
          equity yield rates explicit input assumptions are listed. This method
          is compelling when market mortgage and equity yield returns are
          predictable and property and income changes can be reliably predicted.

          Item # 4 Analyzes required capital outlays to service both the debt
          (ie mortgage payment) and the equity (cash on cash or before tax cash
          flow or equity dividend). The weighted average of these required
          returns is, by definition, equal to the capitalization rate. It should
          be noted that the mortgage interest rate and equity yield rate are NOT
          part of this calculation.

          Item #5 Provides another method often used by lenders. The debt
          coverage ratio is a factor equal to the net operating income divided
          by the annual debt service in other words, it is an estimate of the
          "cushion" or excess of net operating income over and above debt
          service. The calculated cap can be solved for by the following formula
          R(o) = R(m) X DCR X M.

The actual cap rate used by the appraisers in this analysis is bracketed by this
information. Further, this chart illustrates the implicit market expectations of
the various investment parameters that are reflected by the specific
capitalization rate used.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                                                              52

MARKET APPROACH

To estimate the subject property's value by market comparison, a direct
comparison is made with actual sales of other shopping center properties. These
sales are analyzed on the basis of price per square foot of gross building area
(GBA) and their effective gross income multiplier (EGIM).

While the subject property is part of a large portfolio of retail properties
which would most likely be marketed as a total package, no sales of similar
portfolios of properties were found with which to compare. The market for retail
properties is national, with purchases made on the strength and reliability of
the income streams. Similar shopping center sales were located in Birmingham,
Madison, Moody, and Mobile, Alabama and Chattanooga, Tennessee.

Each sale is adjusted to the subject for pertinent items, including unusual
financing or conditions of sale, time lapsed since sale, and physical
differences such as age, condition, and construction quality and location as
reflected in the net operating income.

The sales considered axe detailed on the following pages with a comparison and
adjustment following the presentation of the sales data.



                                                 H. J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 53

Comparable Improved Sites

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]
Sale #1

Address/Location:         The Village on Lorna
                          3001 Lorna Road
                          Hoover, Alabama
Grantor:                  Lorna Properties
Grantee:                  Village on Lorna Shopping Center, Ltd.
Sale Date:                05/26/1995
Sale Price:               $11,200,000
Cash Equiv Price:         $11,200,000
Equity:                   $2,240,000
Debt:                     $8,960,000           First Yr. Debt Service: $933,084
Terms:                    Cash to seller; equity, debt, and Yr. 1 debt service
                          estimated based on 80% LTV, 8.5% interest, and 20 year
                          amortization.
Recorded:                 Inst. No. 1995-61351, Jefferson County
Verified With:            Hunter Keller, Engel Realty (205) 939-6800
Verified By:              David Mullins, MAI, H.J. Porter & Associates
Date Verified:            04/18/1996
Rights Conveyed:          Leased fee
Land Size:                12.6 Acres


                                                 H. J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 54

Sale #1 (Continued)

Access/Visibility:            Average/Average
Highest & Best Use:           Neighborhood shopping center
Parking:                      728 spaces Parking Ratio: 5.15/1,000 Sq. Ft.
Building Size:                141,444 SF(NRA)
Land:Bldg Ratio:              3.9:1
Year Built:                   1986
Condition:                    Average to Good
Building
Description:                  One story neighborhood shopping center containing
                              two separate building of masonry construction
Anchors:                      Delchamps (51,945 Sq. Ft.) and Drugs for Less
                              (14,500 Sq. Ft.)
Anchor - Sq. Ft.:             66,445 Anchor %: 46.98
Local:                        Typical local, regional, and national small 
                              shop tenants
Local - Sq. Ft.:              74,999 Local %: 53.02
Lease Information:            Anchor & Local: CAM, taxes and insurance.
                              Delchamps recently expanded and renovated their
                              space with an estimated expenditure of 2.5 to 3.0
                              million dollars. In conjunction, they signed a new
                              15 year lease with 3, five year options.

ANALYSIS
(1|2|3) *Source                                TOTAL $ AMOUNT     $ PER SF (GBA)
                                               --------------     --------------
(S\A\P)          Potential Gross Income:          $1,578,760            $11.16
(A\E\F)          Vac & Credit Loss:                  $94.725            $ 0.67
                                                     -------            ------
(A\E\F)          Effec. Gross Income:             $1,484,034            $10.49
(A\E\F)          Less Expenses:                     $376.266            $ 2.66
                                                    --------            ------
(A\E\F)          Net Oper. Income                 $1,107,768            $ 7.83
(A\E\F)          Debt Semite (Yr. 1)                $933.084            $ 6.60
                                                    --------            ------
(S\A\F)          Cash Flow                          $174,684            $ 1.24


================================================================================
Field 1:        S = Seller                B = Buyer              A = Appraiser

Field 2:        A = Actual                E = Estimated

Field 3:        P = Prior Year            F = Year Following
================================================================================



                                                 H. J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 55

Sale #1 (Continued)

INDICATORS OF VALUE:                Price Per SF (NR):                  $79.18
                                    PGIM:                               7.09
                                    EGIM:                               7.55
                                    Ro:                                 9.89%
                                    Expense Ratio:                      25.35%

Remarks:                      PGI includes potential rent based on actual base
                              rent plus expense contributions and miscellaneous
                              income. The actual 1994 NOI was $901,481 and is
                              somewhat skewed due to vacancy of local space
                              during Delchamp's expansion and rent concessions
                              during this period. Also, leasing commissions and
                              tenant improvements were deducted as expenses
                              before the NOI calculation.



                                                 H. J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 56

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

Sale #2
Address/Location:             The Village at Moody
                              U.S. Highway 411
                              Moody, Alabama
Grantor:                      F.S. Partnership, Ltd.
Grantee:                      Birmingham Realty
Sale Date:                    02/14/1996
Sale Price:                   $4,485,000
Cash Equiv Price:             $4,485,000
Equity:                       $1,485,000
Debt:                         $3,000,000
Terms:                        $1,485,000 cash plus assumption of $3,000,000     
                              mortgage at market rates and terms.
Recorded:                     Deed Book 261 at page 313, St. Clair County
Verified With:                Paul Spina, Grantor (205) 733-1131
Verified By:                  David Mullins, MAI, H.J. Porter & Associates
Date Verified:                04/10/1996
Rights Conveyed:              Leased fee
Land Size:                    8.43 Acres


                                                 H. J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 57

Sale #2 (Continued)

Access/Visibility:            Average/Average
Highest & Best Use:           Neighborhood shopping center
Parking:                      396 spaces  Parking Ratio: 6.51/1,000 Sq. Ft.
Building Size:                60,800 SF(NRA)
Land:Bldg Ratio:              6.0:1
Year Built:                   1995
Condition:                    Good
Building
Description:                  In-line, one story masonry construction with brick
                              exterior on front and sides, and CCB on rear. Flat
                              built-up roof system
Anchors:                      Winn-Dixie (44,000 Sq. Ft.)
Anchor - Sq. Ft.:             44,000 Anchor %: 72.37
Local:                        J&E Ent., Head Start, Movie Gallery, Open Book,
                              Vulcan Rehabilitation, Moody Cleaners, Village
                              Beverage, Merle Norman, and The Nail Shop
Local - Sq. Ft.:              16,800                   Local %: 27.63
Lease Information:            Winn-Dixie - $7.00 per Sq. Ft.; Local tenant rent
                              ranges from $10.50 to $11.50 per Sq. Ft. with an
                              average of $10.67 per sq. ft. All tenants pay
                              pro-rata share of CAM, taxes, and insurance.

ANALYSIS
(1\2\3) *Source                             TOTAL $ AMOUNT      $ PER SF (GBA)
                                            --------------      --------------
(S\A\P)    Potential Gross Income:               $533,922               $8.78
(A\E\F)    Vac & Credit Loss:                      $9,920               $0.16
                                                   ------               -----
(A\E\F)    Effec. Gross Income:                  $524,002               $8.62
(A\E\F)    Less Expenses:                         $87.532               $1.44
                                                  -------               -----
(A\E\F)    Net Oper. Income                      $436,470               $7.18

================================================================================
Field 1:         S=Seller                B=Buyer                   A=Appraiser

Field 2:         A=Actual                E=Estimated

Field 3:         P=Prior Year            F=Year Following
================================================================================


                                                 H. J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 58

Sale #2 (Continued)

INDICATORS OF VALUE:               Price Per SF (NRA):          $73.77
                                   PGIM:                        8.40
                                   EGIM:                        8.24
                                   R(o):                        10.18%
                                   Expense Ratio:               16.09%

Remarks:                      At the time of sale this center was less than one
                              year old and did not have a complete year of
                              operating history. PGI includes contract rent plus
                              estimated expense contributions. Market vacancy
                              was estimated at 5% of local tenant rent and
                              expense contributions. Expenses include 4%
                              management fee, taxes at $0.58 per sq. ft.,
                              insurance at $0.10 per sq. ft., CAM at $0.40 per
                              sq. ft., and structural maintenance at $0.50 per
                              sq. ft. This center is located at the northeast
                              corner of Interstate 10 and U.S. Highway 411 in
                              Moody, Alabama. This area is a rapidly growing
                              commercial district in the Birmingham/Atlanta
                              interstate corridor.



                                                 H. J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 59


                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

Sale #3
Address/Location:             Plaza Center
                              Hughes Road at Old Madison Pike
                              Madison, Alabama
Grantor:                      Plaza, Ltd.
Grantee:                      Amberjack, Ltd.
Sale Date:                    12/21/1994
Sale Price:                   $5,850,000
Cash Equiv Price:             $5,850,000
Terms:                        Cash to seller
Recorded:                     Deed Book 846 at page 1097, Madison County
Verified With:                Tommy Tillman, Broker, (205) 822-7116
Verified By:                  David Mullins, MAI, H.J. Porter & Associates
Date Verified:                01/11/1995
Rights Conveyed:              Leased fee
Land Size:                    9.08 Acres
Access/Visibility:            Good/Good
Highest & Best Use            Neighborhood shopping center
Building Size:                79,400 Sq. Ft.(NRA)


                                                 H. J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 60

Sale#3 (Continued)

Land:Bldg Ratio:              5.0:1
Year Built:                   1994
Condition:                    Good
Building
Description:                  One story masonry construction with brick veneer 
                              and dryvit front. Flat built-up roof
Anchors:                      Kroger (62,800 Sq. Ft.)
Anchor - Sq. Ft.:             62,800                Anchor %: 79.09
Local:                        Sporting Edge, Cleaners, Papa John's Pizza,
                              Heavenly Hear, Baskin-Robbins, Cornerstone, Movie
                              Gallery, and Hallmark Cards
Local - Sq. Ft.:              16,600                Local %: 20.91
Lease Information:            All tenants pay pro-rata share of CAM, taxes, and 
                              insurance

ANALYSIS
(1|2|3) (*)Source                      TOTAL $ AMOUNT          $ PER SF (GBA)
                                       --------------          --------------
(S\A\P)    Potential Gross Income:           $689,320                   $8.68
(S\A\P)    Vac & Credit Loss:                 $17,750                   $0.22
                                              -------                   -----
(S\A\P)    Effec. Gross Income:              $671,570                   $8.46
(S\A\P)    Less Expenses:                    $111,457                   $1.40
                                             --------                   -----
(S\A\P)    Net Oper. Income                  $560,113                   $7.05

================================================================================
Field 1:          S = Seller              B = Buyer                A = Appraiser

Field 2:          A= Actual               E = Estimated

Field 3:          P = Prior Year          F = Year Following
================================================================================

INDICATORS OF VALUE:          Price Per SF (NRA):                   $37.68
                              PGIM:                                 8.49
                              EGIM:                                 8.71
                              R(o):                                 9.57%
                              Expense Ratio:                        16.60%



                                                 H. J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 61


                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

Sale#4
Address/Location:             North Hixson Marketplace
                              Hixson Pike and Camp Columbus Road
                              Chattanooga, TN
Grantor:                      North Hixson, L.L.C.
Grantee:                      Amberjack, Ltd.
Sale Date:                    03/04/1996
Sale Price:                   $4,760,000
Cash Equiv Price:             $4,760,000
Terms:                        Cash to seller
Recorded:                     Unknown, Hamilton County
Verified With:                Dick Schmalz with Grantor (205) 871-2617
Verified By:                  David Mullins, MAI, H.J. Porter & Associates
Date Verified:                03/15/1996
Rights Conveyed:              Leased fee
Land Size:                    9.24 Acres
Access/Visibility:            Average/Average
Highest & Best Use:           Neighborhood shopping center


                                                 H. J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 62

Sale #4 (Continued)

Parking:                      405 Spaces      Parking Ratio: 5.88/1,000 sq. ft.
Building Size:                63,270 Sq. Ft.(NRA)
Land:Bldg Ratio:              6.4:1
Year Built:                   1995
Condition:                    Good
Building
Description:                  One story neighborhood shopping center with split
                              face block exterior walls and synthetic stucco on
                              steel stud canopy.

Anchors:                      Winn-Dixie (49,600 sq. ft. GBA and 44,000 sq. ft.
                              NRA) and Big B Drugs (8,470 sq. ft.)

Anchor - Sq. Ft.:             52,470      Anchor %: 82.93
Local:                        Movie Gallery, Sally's Beauty, and other local 
                              tenants
Local - Sq. Ft:               10,800      Local %: 17.07
Lease Information:            All tenants pay pro-rata share of CAM, taxes, 
                              and insurance.


ANALYSIS
(1|2|3) *Source                           TOTAL $ AMOUNT          $ PER SF (GBA)
                                          --------------          --------------
(S\A\P)     Potential Gross Income:            $623,083                    $9.85
(A\E\F)     Vac & Credit Loss:                  $13,057                    $0.21
                                                -------                    -----
(A\E\F)     Effec. Gross Income:               $610,026                    $9.64
(A\E\F)     Less Expenses:                     $124,533                    $1.97
                                               --------                    -----
(A\E\F)     Net Oper. Income                   $485,493                    $7.67

================================================================================
Field 1:            S = Seller              B = Buyer              A = Appraiser

Field 2:            A = Actual              E = Estimated

Field 3:            P = Prior Year          F = Year Following
================================================================================


INDICATORS OF VALUE:          Price Per SF (NRA):            $75.23
                              PGIM:                          7.64
                              EGIM:                          7.80
                              R(o):                          10.20%
                              Expense Ratio:                 20.41%


                                                 H. J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 63

SALE #4 (CONTINUED)

Remarks:                      At the time of sale there were two vacant local
                              shops containing 2,400 sq. ft. Expense
                              contribution included in PGI and local vacancy.
                              Vacancy based on 10% of local shop income plus
                              expense contributions. Expenses based on 4%
                              management, excluding expense contributions, $1.59
                              for taxes, CAM, and insurance, plus $0.05 for
                              structural reserves. The estimated expenses were
                              consistent with the Grantor's pro forma. Average
                              local shop space rent for leased space was $10.45
                              per sq. ft.



                                                 H. J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 64


                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

SALE #5
Address/Location:             Hillcrest Marketplace
                              Hillcrest Road at Grelot Road
                              Mobile, Alabama
Grantor:                      Hillcrest Marketplace, Ltd.
Grantee:                      Confidential
Sales Date:                   9/15/1997 (Proposed Closing Date)
Sales Price:                  $6,490,000
Cash Equiv Price:             $6,490,000
Terms:                        Cash to seller
Recorded:                     Sale Pending
Verified With:                Scott Holcombe, Arlington Properties - Developers 
                              (205) 328-9600
Verified By:                  Harris Hollans, H.J. Porter & Associates
Date Verified:                04/02/1997
Rights Conveyed:              Leased fee
Land Size:                    12.49 Acres
Access/Visibility:            Good/Good
Highest & Best                Use:Neighborhood shopping center


                                                 H. J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 65

SALE #5 (CONTINUED)

Parking:                      359 Spaces    Parking Ratio: 4.63/1,000 sq. ft.
Building Size:                76,365 Sq. Ft.(NRA)
Land:Bldg Ratio:              7.1: 1
Year Built:                   1997
Condition:                    Good
Building
Description:                  Red brick veneer front over concrete block walls.
                              Reinforced concrete slab. Single ply membrane
                              roof. Raised seam metal and canvas awning.
Anchors:                      Winn-Dixie (51,282 sq. ft.) and Revco
                              Drugs (9,240 sq. ft.)
Anchor- Sq. Ft.:              60,522         Anchor %: 79.25
Local:                        Typical national, regional, and local tenants
Local- Sq. Ft.:               15,843         Local %: 20.75
Lease Information:            Winn-Dixie rent is $8.00 per sq. ft.; Revco rent
                              is $8.00 per sq. ft.; local tenant rents are
                              $12.50 per sq. ft. Anchor expense contributions
                              were estimated at $0.99 per sq. ft. with local
                              tenants at $1.38 per sq. ft.


ANALYSIS
(1/2/3) *Source                            TOTAL $ AMOUNT         $ PER SF (GBA)
                                           --------------         --------------
(S\A\P)       Potential Gross Income:            $756,072                  $9.90
(A\E\F)       Vac & Credit Loss:                  $17,613                  $0.23
                                                 --------                  -----
(A\E\F)       Effec. Gross Income:               $738,459                  $9.67
(A\E\F)       Less Expenses:                     $112,823                  $1.48
                                                 --------                  -----
(A\E\F)       Net Oper. Income                   $625,636                  $8.19
                                        

================================================================================
Field 1:         S = Seller              B = Buyer                 A = Appraiser

Field 2:         A = Actual              E = Estimated

Field 3:         P = Prior Year          F = Year Following
================================================================================

INDICATORS OF VALUE:              Price Per SF (NRA)        $84.99
                                  PGIM:                     8.58
                                  EGIM:                     8.79
                                  R(o):                     9.64%
                                  Expense Ratio:            15.28%


                                                 H. J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH- (CONTINUED)                                                  66

SALE #5 (CONTINUED)


Remarks:                      The total gross building area of the shopping
                              center is 77,557 sq. ft. Local tenant space was
                              projected to be 100% leased prior to completion.
                              The sale of the property was also negotiated prior
                              to completion. Estimated completion date was July,
                              1997. There were five out-parcel lots at the
                              center which were not included in the transaction.
                              Significant site work was necessary for
                              development.Estimated site work totalled $85,000
                              per acre. Out-parcels were marketed to Wendy's,
                              New York Bagel, and Boston Market.



                                                 H. J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                               IMPROVED SALES MAP



                                                 H. J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH- (CONTINUED)                                                  67

The sales detailed above are compared and adjusted to the subject for pertinent
items of difference as:

<TABLE>
<CAPTION>
====================================================================================================================================
                                              SUMMARY OF IMPROVED SALES AND ADJUSTMENTS
====================================================================================================================================
Comp. Number                   Subject                  #1               #2                   #3                 #4            #5
- ------------------------------------------------------------------------------------------------------------------------------------
Center Name                                    Vill@ Lorna     Vill @ Moody         Plaza Center       North Hixson     Hillcrest
                                                                                                                       
Grantor                                        Lorna Prop.      FS Partners           Plaza, Ltd        North Hixon     Hill. Ltd
                                                                                                                       
Grantee                                         Vill, Ltd.      Birm.Realty      Amberjack. Lltd    Amberjack. Lltd         Conf.
<S>                            <C>              <C>              <C>                  <C>                <C>           <C>     
Cash Eq.Sale Price                             $11,200,000       $4,485,000           $5,850,000         $4,760,000    $6,490,000
                                                                                                                       
Date of Sale                     8/5/97            5/26/95          2/14/96             12/21/94             3/4/96        7/1/97
                                                                                                                       
Gross Leasable Area              72,312            141,444           60,800               79,400             63,270        76,365
                                                                                                                       
Sale Price/Sq.Ft.                                   $79.18           $73.77               $73.68             $75.23        $84.99
                                                                                                                       
NOI                            $495,841         $1,107,768         $436,470             $560,113           $485,493      $625,636
                                                                                                                       
NOI per Sq. Ft.                   $6.86              $7.83            $7.18                $7.05              $7.67         $8.19
                                                                                                                       
EGIM                                                  7.55             8.56                 8.71               7.80          8.79
====================================================================================================================================
ADJUSTMENTS                                             #1               #2                   #3                 #4            #5
- ------------------------------------------------------------------------------------------------------------------------------------
Conditions of Sale                                  Normal           Normal               Normal             Normal        Normal
                                                                                                                       
                                                     $0.00            $0.00                $0.00              $0.00         $0.00
                                                                                                                       
Market Conditions/ Time @         5.0%                11.0%             7.4%                13.1%              7.1%          0.5%
                                                                                                                       
Preliminary Adj.Price/Sq.Ft.                        $87.88           $79.20               $83.35             $80.58        $85.39
====================================================================================================================================
PHYSICAL DIFFERENCES                                    #1               #2                   #3                 #4            #5
- ------------------------------------------------------------------------------------------------------------------------------------
NOI Adjustment                                      ($0.14)          ($0.05)              ($0.03)            ($0.12)       ($0.19)
                                                    ------           ------               ------             ------        ------ 
                                                                                                                       
Overall Adjustment                                 ($11.26)          ($3.46)              ($2.12)            ($8.96)      ($16.56)
====================================================================================================================================
Final Adjusted Price/Sq. Ft. of Bldg                $76.62           $75.74               $81.23             $71.62        $68.84
====================================================================================================================================
</TABLE>

The sales were adjusted to the subject for the following items:

CONDITION OF SALE:            No adjustment indicated.

TIME:                         Considers an increase of 5% per year based on
                              analysis of the overall capitalization rates of
                              the comparable sales and range of rates from the
                              five methods considered in the Income Approach.



                                                 H. J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 68

NET OPERATING INCOME:         The comparable sales were adjusted to the subject
                              based on the difference in net operating income.
                              As indicated in the following table, there is a
                              direct relationship between the sale price per
                              square foot and net operating income per square
                              foot.

              ======================================================
              Sale No.             SP/Sq.Ft.             NOI/Sq. Ft.
              ======================================================
                 1                  $79.18                  $7.83

                 2                  $73.77                  $7.18

                 3                  $73.68                  $7.05

                 4                  $75.23                  $7.67

                 5                  $84.99                  $7.64
              ======================================================
              Subject                 NA                    $6.86
              ======================================================


                              The adjustment for NOI is based on the following
                              formula: the comparable sales NOI per square foot
                              is subtracted from the subject's estimated NOI per
                              square foot and the difference is divided by the
                              comparable's NOI per square foot.

The adjusted sales present an adjusted range of value from $71.62 to $81.23 per
square foot. Each of the comparables were given relatively equal weigh in the
value estimate by the direct comparison. Based on these adjusted sales, the
subject property is valued by direct comparison as:

================================================================================
                       VALUE INDICATION - MARKET APPROACH
================================================================================
Price per Sq. Ft.:   72,312      Sq.Ft. X     $75.00    per Sq.Ft. =  $5,423,400

                                                        ROUNDED       $5,423,000
================================================================================

                                                 H. J. Porter & Associates, Inc.
<PAGE>

MARKET APPROACH - (CONTINUED)                                                 69

The Effective Gross Rent Multipliers (EGIM) derived from the above sales are
highlighted as:

               ========================================================
               Sale No.              EGIM                Expense Ratio
               ========================================================
                  1                  7.55                   25.30%

                  2                  8.56                   16.70%

                  3                  8.71                   16.60%

                  4                  7.80                   20.40%

                  5                  8.79                   15.28%
               ========================================================
               Subject                NA                    20.70%
               ========================================================

The Effective Gross Income Multipliers of the four comparable sales range from
7.55 to 8.79. There is a direct correlation between operating expense ratios and
EGIM's. Sales 2, 3, 4, and 5 have lower operating expense ratios; Sale 1 has a
higher operating expense ratios. As the subject's forecasted operating expense
ratio is 20.7 which is closer to Sales 1 and 4, it would be considered
reasonable to assume it would have an EGIM near the lower end of the range.
However, because the subject is part of a cross collateralized portfolio as
discussed previously and would enjoy the benefits of such an association, a EGIM
toward the higher end of the range would appear justified.

Based on these sales, the subject is valued by EGIM as:


================================================================================
                       VALUE INDICATION - MARKET APPROACH
================================================================================
Effective Gross Income Multiplier     $625,445     PGI x   8.75    =  $5,473,000
================================================================================

The two market indicators of value are correlated with slightly greater weight
given to adjusted sale price per square foot for a value by Market Approach of
$5,450,000.

                                                 H. J. Porter & Associates, Inc.
<PAGE>

RECONCILIATION AND FINAL VALUE ESTIMATE                                       70

Cost Approach .....................................................   $5,150,000

This approach is felt to be reliable, being based on a respected national cost
service's figures as well as actual cost of other centers and the Developer's
cost breakdown. The land value is based on commercial land sales from the
subject's market area and is felt to be well supported. However, this approach
does not mirror the actions of investors in properties similar to the subject.
Therefore, this approach is given little consideration in the final value
estimate.

Income Approach ...................................................   $5,510,000

This approach is felt to be most indicative of the subject's value. It best
reflects current and projected market conditions as they relate to the subject
and mirrors the actions of investors in today's market. Overall, this approach
is afforded greatest consideration and is supported by the Market Approach.

Market Approach ...................................................   $5,450,000

This approach is based on the most recent sales of other neighborhood shopping
centers and is reliant upon the direct sales comparison on a price per square
foot basis, and the effective income multiplier method. This approach is
afforded less consideration than the Income Approach.

Based on the value indications summarized above, we are of the opinion that the
subject's leased fee interest, has a market value, as of August, 5, 1997, of:

                   FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS
                   ------------------------------------------
                                  ($5,500,000)

         Divided As:   Improvements        $4,157,000
                       Land                $1,340,000
                                           ----------
                       Total               $5,500,000



                                                H. J. Porter & Associates, Inc.
<PAGE>

                                                                              71

                                  CERTIFICATION

We certify that, to the best of our knowledge and belief,...

1.   The statements of fact contained in this report are true and correct.

2.   The reported analyses, opinions, and conclusions are limited only by the
     reported assumptions and limiting conditions, and are our personal,
     unbiased professional analyses, opinions and conclusions.

3.   Neither party signing this report has a present or prospective interest in
     the property that is the subject of this report, nor do they have any
     personal interest or bias with respect to the parties involved.

4.   Our compensation is not contingent on an action or event resulting from the
     analyses, opinions, or conclusions in, or the use of, this report. Our
     compensation is not contingent upon the reporting of a predetermined value
     or direction in value that favors the cause of the client, the amount of
     the value estimate, the attainment of stipulated result, or the occurrence
     of a subsequent event.

5.   Our analyses, opinions, and conclusions were developed, and this report has
     been prepared, in conformity with the requirements of the Code of
     Professional Ethics and the Standards of Professional Practice of the
     Appraisal Institute, and the Uniform Standards of Professional Appraisal
     Practice as promulgated by the Appraisal Standards Board of the Appraisal
     Foundation.

6.   The use of this report is subject to the requirements of the Appraisal
     Institute and the Alabama Real Estate Appraisers Board relating to review
     by its duly authorized representatives.

7.   This assignment was made subject to regulations of the State of Alabama
     Real Estate Appraisers Board. The undersigned state certified appraiser has
     met the requirements of the board that allow this report to be regarded as
     a 'certified appraisal'.

8.   Howard J. Porter, Jr., MAI, CCIM, is currently certified under the
     continuing education program of the Appraisal Institute.

9.   Howard J. Porter, Jr., MAI, CCIM, has not made a personal inspection of the
     property that is the subject of this report.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                                                                              72

                           CERTIFICATION- (CONTINUED)

10.  Glen E. Heinzelman, Associate, has made a personal inspection of the
     property that is the subject of this report.

11.  No one provided significant professional assistance to the persons signing
     this report.

12.  This appraisal assignment was not based on a requested minimum valuation, a
     specific valuation, or the approval of a loan.

13.  Based upon the foregoing investigations and analysis, it is our opinion
     that the subject property has a market value estimate as:

     (As of August 5, 1997)

                   FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS
                   ------------------------------------------
                                  ($5,500,000)


         /s/ Howard J. Porter, Jr.                          11/13/97
         -----------------------------------------          --------
         Howard J. Porter, Jr., MAI, CCIM                   Date
         Certified General Real Property Appraiser
         Alabama Certificate #G51


         /s/ Glen E. Heinzelman                             
         -----------------------------------------          --------
         Glen E. Heinzelman, Associate                      Date
         Licensed Real Property Appraiser
         Alabama Certificate #L12


                                                  H.J. Porter & Associates, Inc.
<PAGE>

EXHIBITS
  Location Map .....................................   Facing Page 3
  State Map ........................................   Facing Page 7
  Site Plan ........................................  Facing Page 15
  Subject Photographs ..............................  Facing Page 16
  Land Sales Map ...................................  Facing Page 26
  Rental Map .......................................  Facing Page 38
  Improved Sales Map ...............................  Facing Page 67


REAR EXHIBITS

  Korpacz Real Estate Investor Survey
  Assumptions and Limiting Conditions
  Qualifications
  State of Alabama Certifications


                                                  H.J. Porter & Associates, Inc.
<PAGE>

=======
Korpacz
=======

NATIONAL STRIP SHOPPING CENTER MARKET

The trend toward investors focusing on retail acquisitions continues this
quarter. They believe that since the prices of other property types have been
bid up retail offers better relative values. "We're seeing the beginning of a
run up in retail again," says one participant. The major interest tends to be on
neighborhood and community centers.

     The optimum size of the ideal strip shopping center is 100,000 square feet
to 130,000 square feet, but investors will also consider larger properties,
especially if there is the potential to put in other anchor stores. such as
Marshall's or T.J. Maxx. Although buyers prefer not to have centers that are
smaller than 100.000 square feet some portfolios may have centers as small as
70,000 square feet and as large as 200.000 square feet. "But there you have to
take good with bad." comments a participant. The supply of available strip
centers is plentiful, but it is hard to find those of optimum size that are
anchored by a market-dominant grocery store.

     The importance of the grocery anchor is based on its capability to generate
traffic in the center, which greatly enhances the landlord's ability to lease
the in-line stores. The traffic increases in-line store sales volume, which
mitigates the risk of ownership and provides the investor with the requisite
yield from such a center.

     The size of the grocery anchor is also significant in its competitive
position. Although the optimum size varies by market, in major metropolitan
areas between 50,000 square feet and 75,000 square feet is ideal. In smaller
markets a 40,000-square-foot store can be successful. However, the older
25,000-square-foot stores are considered functionally obsolete.

     Over the next 12 months, prices in the national strip shopping center
market are expected to remain stable or drop slightly. Survey participants put
the average decrease at 1.78%.

     Key indicators in the national strip shopping center market support the
expectation of stagnant values for the year. Again this quarter, the changes in
indicators are small. The average discount rate (IRR)increased 2 basis points
(see Table 7). This follows a 10 basis-point decrease last quarter.

     The average overall cap rate (OAR) decreased 1 basis point to 9.34%. Highly
desirable centers trade at cap rates between 8.00% and 10.00%, but most close at
cap rates between 10.00% and 11.00%.

     Strip shopping centers have long been perceived to pose higher investment
risk than regional malls, and both IRRs and going-in cap rates have reflected a
premium for the higher risk. In fourth quarter 1996, however, for the first time
since we began tracking the national strip shopping center market in fourth
quarter 1991, the average IRR, fell below the national regional mall market
average IRR. This quarter the rates are 11.55% and 11.75% respectively.

     The strip shopping center OAR is still considerably higher than the
regional mall rate. The spread between the two had narrowed during 1996.
However, last quarter's 7-basis-point increase in the strip shopping center OAR
widened the gap again. The current OAR premium is 127 basis points. It was 173
one year ago. By comparison, the national power center OAR is 9.58%, 26 basis
points lower than the strip shopping center rate.

     Investors would like to acquire portfolios of neighborhood and community
shopping centers that are located in one region, thus presenting the opportunity
for management and leasing efficiencies. These are difficult to find, however,
and are priced at a premium.|_|

Table 7
National Strip Shopping Center Market
SECOND QUARTER 1997

KEY INDICATORS                CURRENT QUARTER       LAST QUARTER      YEAR AGO
==========================  ==================== ================= =============
Discount Rate (RR)(a)
=========================== ==================== ================= =============
RANGE                          10.00%-14.00%       10.00%-14.00%   10.00%-14.00%
AVERAGE                           11.55%              11.53%          11.74%
CHANGE (Basis Points)               --                  +2             -19

==========================  ==================== ================= =============
Overall Cap Rate (OAR)(a)
==========================  ==================== ================= =============
RANGE                          8.25%-13.00%        8.25%-13.00%    8.25%-13.00%
AVERAGE                           9.84%               9.85%           9.90%
CHANGE (Basis Points)               --                  -1             -6

==========================  ==================== ================= =============
Market Rent Change Rate(b)
==========================  ==================== ================= =============
RANGE                          0.00%-6.00%         0.00%-6.00%     0.00%-6.00%
AVERAGE                           2.83%               2.73%           2.60%
CHANGE (Basis                       --                 +10             +23
Points)

==========================  ==================== ================= =============
Expense Change Rate(b)
==========================  ==================== ================= =============
RANGE                          0.00%-5.00%         0.00%-5.00%     2.00%-5.00%
AVERAGE                           3.58%               3.67%           3.99%
CHANGE (Basis Points)               --                  -9             -41

==========================  ==================== ================= =============
Residual Cap Rate
==========================  ==================== ================= =============
RANGE                          8.25%-12.00%        8.25%-12.00%    8.25%-13.50%
AVERAGE                           9.92%               9.92%           10.13%
CHANGE (Basis Points)               --                  0              -21

a. Rate on unleveraged, all-cash transactions
b. Initial rate of change
<PAGE>

                                   Preliminary Environmental Site Assessment
                                         Proposed Shopping Center Site
                                             Phenix City, Alabama
                                           ATEC Project No. 33-77419
                               
================================================================================

                                                   Atec Associates, Inc.
                                                     [GRAPHICS OMITTED]






                  Consulting Geotechnical & Materials Engineers
================================================================================
<PAGE>

                                      Prelimenary Environmental Site Assessment
                                            Proposed Shopping Center Site
                                                Phenix City, Alabama
                                              ATEC Project No 33-77419

                                                 [GRAPHICS OMITTED]




                                      Prepared For:

                                      The Newton Company
                                      725 East Main Street
                                      Prattville, Alabama 36067

                                      Atten: Mr. Byron Trachte
<PAGE>

                                  [LETTERHEAD]
             [ATEC Associates, Inc. / Southern Testing Laboratories]


                               Montgomery, Alabama
                                 August 7, 1987

The Newton Company
725 East Main Street
Prattville, Alabama 36067

Atten: Mr. Byron Trachte

                              Subject: Preliminary Environmental Site
                                        Assessment Proposed Shopping
                                         Center Site Phenix City, Ala
                                           ATEC Project No. 33-77419

Gentlemen:

Submitted herewith is our preliminary environmental site assessment for proposed
shopping center site in Phenix City, Alabama. This study was conducted in
accordance with our written proposal No. A-1599, dated July 16, 1987.

This report contains the results of our findings and an engineering
interpretation of these results with respect to the proposed development.

We appreciate the opportunity to be of service to you on this project. If we can
be of further assistance, or if you have any questions regarding this report,
please contact this office.

Very Truly Yours
ATEC Associates, Inc.


/s/ Wm. Carey Kelly                            /s/ H.W. Carr
Wm. Carey Kelly, P.E.                          H.W. Carr, Jr.
Engineering Manager                            Branch Manager


               [SEAL]
<PAGE>

                                TABLE OF CONTENTS

           1.0   PURPOSE AND SCOPE..........................
           2.0   SITE LOCATION..............................
           3.0   LAND HISTORY AND PAST USAGE................
           4.0   SITE INSPECTION............................
           5.0   LIENS FOR HAZARDOUS WASTE CLEAN-UP ........
           6.0   ENVIRONMENTAL SITE HISTORY.................
           7.0   CONCLUSIONS AND RECOMMENDATIONS............
                 FIGURE 1
<PAGE>

1.0 PURPOSE AND SCOPE

The purpose of this study was to perform a preliminary environmental site
assessment for the proposed shopping center site in Phenix City, Alabama. This
preliminary assessment was performed by investigating the following four (4)
items and evaluating the findings with respect to the proposed development:

(1)  Review of land history and past usage.

(2)  Physical inspection of the site.

(3)  Review of records to determine if any hazardous waste clean-up liens exist
     for the site .

(4)  Consultation with Alabama Department of Environmental Management (ADEM)
     Officials to determine the environmental history of the site.

Our findings for the above mentioned four (4) items are presented in following
sections of this report.

2.0 SITE LOCATION

The site is located in Phenix City, Alabama. More specifically, the site is
bound on the east by Opelika Road, on the south by Twentieth Street, on the west
by U.S. Highway 280/431, and on the north by Twenty Fifth Street and lies within
the NW 1/4 of the SE 1/4 and the SW 1/4 of the NE 1/4 of Section 9, Township 17
North, Range 30 East. Figure 1 shows the location of the site with respect to
the adjacent roads.
<PAGE>

The portion of the site located between Twentieth and Twenty - Second Streets
slopes steeply from north and south toward the wet weather creek which runs
across the middle of the property from southwest to northeast. A review of the
United States Geological Survey topographic map of the area indicates that this
creek is a tributary of Mill Creek. The tributary flows beneath U.S. Highway
280/431 in a 4'x5' concrete culvert runs across the property and beneath the
Opelika Road in a 5'x5' concrete culvert.

The walking survey of the site revealed no evidence of any drum or tank storage
areas, underground tank locations, obvious past disposal areas, or areas showing
evidence of vegetative distress. The area around the existing onestory block
structure located at the southwest corner of the site had several small stained
spots adjacent to the structure where old automobile engines had been left and
motor oils have washed off the engines onto the ground. These areas are quite
small and no vegetative distress was observed around the building or behind the
building where the terrain drops off steeply. During our drilling operations, a
bull dozer was required to clear some areas and to pull our drill around because
of the steep and rough terrain. Therefore, it appears that very limited access
would have been available to dump any contaminants.

In addition to the walking survey, the soil samples obtained from the subsurface
investigation were examined for evidence of any environmental pollutants. The
soil samples did not indicate the presence of staining, pitting or foreign
matter such as glass, brick fragments, cinders or metal remnants which would be
indicative of previous landfilling activities. It should be noted that the test
boring logs depict subsurface conditions only at the specific boring locations
and at the particular time designated on the boring logs.
<PAGE>

Soil conditions at other locations may differ from conditions occurring at the
boring locations. Copies of the boring logs are included in our subsurface
investigation report for this project.

5.0 LIENS FOR HAZARDOUS WASTE CLEAN-UP

According to Ms. Caroline Moore, with Phillips and Funderburk, Lawyers, the
title search for the subject project did not reveal any hazardous waste clean-up
liens against the subject property.

6.0 ENVIRONMENTAL SITE HISTORY

A review of records maintained by the Alabama Department of Environmental
Management (ADEM) indicate that the site has not been the subject of a state or
federal hazardous waste clean-up investigation. The records did not show any
past spills or disposal areas on the site.

7.0 CONCLUSIONS AND RECOMMENDATIONS

Based on findings of this study it appears that the possibility of hazardous
waste contaminants being present on the site is extremely remote. The oil stains
noted around the old garage on the Martin property are small and surficial and
should pose no environmental problems, nor require any special clean up
operations. Since environmental problems have not been indentified on this site,
we feel that additional environmental studies, (sampling and testing), are not
warranted.
<PAGE>

                               [GRAPHICS OMITTED]

                              ATEC ASSOCIATES, INC.
                                    FIGURE 1

                              SHOPPING CENTER SITE
                              PHENIX CITY, ALABAMA
<PAGE>

                       ASSUMPTIONS AND LIMITING CONDITIONS

1.   COPIES, PUBLICATION, DISTRIBUTION, USE OF REPORT:

     Possession of this report or any copy thereof does not carry with the right
     of publication, nor may it be used for other than its intended use. The
     report may not be used for any purpose by any person or corporation other
     than the client or the party to whom it is addressed or copied without the
     written consent of the appraiser, and then only in its entirety.

     Neither all nor any part of the contents of this report shall be conveyed
     to the public through advertising, public relations efforts, news, sales,
     or other media, without the written consent and approval of the appraiser,
     nor may any reference be made in such a public communication to the
     Appraisal Institute or the MAI designation.

2.   CONFIDENTIALITY:

     The appraiser may not divulge the material (evaluation) contents of the
     report, analytical findings or conclusions, or give a copy of the report to
     anyone other than the client or his designee as specified in writing except
     as may be required by the Appraisal Institute as they may request in
     confidence for ethics enforcement, or by a court of law or body with the
     power of subpoena.

     This appraisal is to be used only in its entirety and no part is to be used
     without the whole report. All conclusions and opinion concerning the
     analysis are set forth in the report and were prepared by the Appraiser
     whose signature appears on the appraisal report, unless indicated as
     "Review Appraiser". No change of any item in the report shall be made by
     anyone other than the Appraiser and/or officer of the firm. The Appraiser
     and firm shall have no responsibility if any such unauthorized change is
     made.

3.   INFORMATION USED:

     No responsibility is assumed for accuracy of information furnished by or
     from others, the client, his designee, or public records. We are not liable
     for such information or the work of possible subcontractors. The comparable
     data relied upon in this report has been confirmed with one or more parties
     familiar with the transaction or from affidavit; all are considered
     appropriate for inclusion to the best of our factual judgement and
     knowledge.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

4.   TESTIMONY, CONSULTATION, COMPLETION OF CONTRACT FOR APPRAISAL SERVICES:

     The contract for appraisal, consultation or analytical service, are
     fulfilled and the total fee payable upon completion of the report. The
     appraiser or those assisting in the preparation of the report will not be
     asked or required to give testimony in court or hearing because of having
     made the appraisal, in full or in part, nor engage in post appraisal
     consultation with client or third parties except under separate and special
     arrangement and at additional fee.

5.   EXHIBITS:

     The sketches and maps in this report are included to assist the reader in
     visualizing the property and are not necessarily to scale. Various photos,
     if any, are included for the same purpose and are not intended to represent
     the property in other than actual status, as of the date of the photos.
     Site plans are not surveys unless shown from separate surveyor.

6.   LEGAL, ENGINEERING, FINANCIAL, STRUCTURAL, OR MECHANICAL NATURE HIDDEN
     COMPONENTS, SOIL:

     No responsibility is assumed for matters legal in character or nature, nor
     matters of survey, nor of any architectural, structural, mechanical, or
     engineering nature. No opinion is rendered as to the title, which is
     presumed to be good and merchantable. The property is appraised as if free
     and clear, unless otherwise stated in particular parts of the report.

     The legal description is assumed to be correct as used in this report as
     furnished by the client, his designee, or as derived by the appraiser.

     The appraiser has inspected as far as possible, by observation, the land
     and the improvements thereon; however it was not possible to personally
     observe conditions beneath the soil or hidden structural, or other
     components. We have not critically inspected mechanical components within
     the improvements and no representations are made herein as to these matters
     unless specifically stated and considered in the report. The value estimate
     considers there being no such conditions that would cause a loss of value.
     The land or the soil of the area being appraised appears firm, however
     subsidence in the area is unknown. The appraiser does not warrant against
     this condition or occurrence of problems arising from soil conditions.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

     The appraisal is based on there being no hidden, unapparent, or apparent
     conditions of the property site, subsoil, or responsibility is assumed for
     any such conditions or for any expertise or engineering to discover them.
     All mechanical components are assumed to be in operable condition and
     status standard for properties of the subject type. Conditions of heating,
     cooling, ventilating, electrical and plumbing equipment is considered to be
     commensurate with the condition of the balance of the improvements unless
     otherwise stated. No judgement is made as to adequacy of insulation, type
     of insulation, or energy efficiency of the improvements or equipment.

7.   RELATING TO THE AMERICAN WITH DISABILITIES ACT:

     The Americans with Disabilities Act ("ADA") became effective January 26,
     1992. The appraisers have not made a specific compliance survey and
     analysis of this property to determine whether or not it is in conformity
     with the various detailed requirements of the ADA. It is possible that a
     compliance survey of the property together with a detailed analysis of the
     requirements of the ADA could reveal that the property is not in compliance
     with one or more of the requirements of the Act. If so, this fact could
     have a negative effect upon the value of the property. Since there is no
     direct evidence relating to this issue, possible non-compliance with the
     requirements of ADA in estimating the value of the property has not been
     considered.

8.   LEGALITY OF USE:

     The appraisal is based on the premise that, there is full compliance with
     all applicable federal, state and local environmental regulations and laws
     unless otherwise stated in the report; further that all applicable zoning,
     building, and use regulations and restrictions of all types have been
     complied with unless otherwise stated in the report; further that all
     applicable zoning, building, and use regulations and restrictions of all
     types have been complied with unless otherwise stated in the report;
     further, it is assumed that all required licenses, consents, permits, or
     other legislative or administrative authority, local, state, federal and/or
     private entity or organization have been or can be obtained or renewed for
     any use considered in the value estimate.

9.   COMPONENT VALUES:

     The distribution of the total valuation in this report between land and
     improvements applies only under the existing program of utilization. The
     separate valuations for land and building must not be used in conjunction
     with any other appraisal and are invalid if so used.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

10.  AUXILIARY AND RELATED STUDIES:

     No environmental or impact studies, special market study or analysis,
     highest and best use analysis study or feasibility study has been requested
     or made unless otherwise specified in an agreement for services or in the
     report. The appraiser reserves the unlimited right to alter, amend, revise
     or rescind any of the statements, findings, opinions, values, estimates, or
     conclusions upon any subsequent study or analysis or previous study or
     analysis subsequently becoming known to him.

11.  DOLLAR VALUES, PURCHASING POWER:

     The market value estimated, and the costs used, are as of the date of the
     estimate of value. All dollar amounts are based on the purchasing power and
     price of the dollar as of the date of the value estimate.

12.  INCLUSIONS:

     Furnishings and equipment of business operations except as specifically
     indicated and typically considered as a part of real estate, have been
     disregarded with only the real estate being considered in the value
     estimate unless otherwise stared.

13.  PROPOSED IMPROVEMENTS, CONDITIONED VALUE:

     Improvements proposed, if any, on or off-site, as well as any repairs
     required are considered, for purpose of this appraisal to be completed in
     good and workmanlike manner according to information submitted and/or
     considered by the appraiser. In cases of proposed construction, the
     appraisal is subject to change upon inspection of property after
     construction is completed. This estimate of market value is as of the date
     shown, as proposed, as if completed and operating at levels shown and
     projected.

14.  VALUE CHANGE, DYNAMIC MARKET, INFLUENCES:

     The estimated market value is subject to change with market changes over
     time; value is highly related to exposure, time, promotional effort, terms
     motivation, and conditions surrounding the offering. The value estimate
     considers the productivity and relative attractiveness of the property
     physically and economically in the marketplace. The "Estimate of Market
     Value" in the appraisal report is not based in whole or in part upon the
     race, color or national origin of the present owners or occupants of the
     properties in the vicinity of the property appraised.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

     In cases of appraisals involving the capitalization of income benefits, the
     estimate of market value is a reflection of such benefits and appraiser's
     interpretation of income and yields and other factors derived from general
     and specific market information. Such estimates are as of the date of the
     estimate of value; they are thus subject to change if the market is
     naturally dynamic.

15.  MANAGEMENT OF THE PROPERTY:

     It is assumed that the property which is the subject of this report will be
     under prudent and competent ownership and management; neither inefficient
     nor super efficient.

16.  CONTINUING EDUCATION CURRENT:

     The Appraisal Institute conducts a voluntary program of continuing
     education for its designated members. MAIs and RMs who meet the minimum of
     this program are awarded periodic certification. I am currently certified
     under the Appraisal Institute Voluntary Continuing Education Program.

17.  FEE:

     The fee for this appraisal or study is for the service rendered and not for
     the time spent on the physical report.

18.  AUTHENTIC COPIES:

     The authentic copies of this report are signed in blue ink. Any copy that
     does not have an original signature is unauthorized and may have been
     altered.

19.  HAZARDOUS MATERIALS:

     Unless otherwise stated in this report, the appraiser signing this report
     has no knowledge concerning the presence or absence of urea-formaldehyde
     foam insulation or asbestos containing material in existing improvements;
     if such materials are present the value of the property may be adversely
     affected and reappraisal at additional cost necessary to estimate the
     effects of such material.

20.  Unless otherwise noted within the attached report, there are no items of
     FF&E included in the reported value. Any equipment included with the
     property in the value are only those items that are considered as an
     integral part of the realty, even though technically they could be legally
     considered as personalty.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

21.  NOTE

     ACCEPTANCE OF, AND/OR USE OF, THIS APPRAISAL REPORT CONSTITUTES ACCEPTANCE
     OF THE ABOVE CONDITIONS.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                           PROFESSIONAL QUALIFICATIONS
                                       OF
                               GLEN E. HEINZELMAN

CURRENT STATUS

Glen E. Heinzelman is involved in the appraisal of and consulting with owners of
income producing real estate. He is an Associate Appraiser with H. J. Porter &
Associates, Inc. with offices located at:


                           H. J. Porter & Assoc., Inc
                           631 Stage Road P.O. Box 28
                                Auburn, AL 36830
                                 (205) 826-8682
                                                              

                       H.J. Porter & Assoc. of Birmingham
                        #14 Office Park Circle Suite 230
                              Birmingham, AL 35223
                                 (205) 871-3600

                       H.J. Porter & Assoc. of Montgomery
                              235 S. Court Street:
                              Montgomery, AL 36104
                                 (205) 262-8331

PROFESSIONAL AFFILIATIONS

Mr. Heinzelman is an MAI candidate for membership in the Appraisal Institute;
Candidate No. M921950.

Alabama Licenced Real Property Appraiser - Certificate No. L12 Georgia Licenced
Real Property Appraiser - Certificate No. 6165 Licenced Real Estate Salesperson
- - State of Alabama

PROFESSIONAL EDUCATION STATUS

These courses include:

<TABLE>
<CAPTION>
Course                                       Sponsor                   Location
- ------                                       -------                   --------
<S>                                          <C>                       <C>
Real Estate Appraisal Principles             AIREA                     Arizona State University
Basic Valuation Procedures                   AIREA                     Arizona State University
Capitalization Theory & Techniques           AIREA                     Arizona State University
Advanced Capitalization                      Appraisal Institute       Birmangham, Alabama
USPAP Parts A & B                            Appraisal Institute       Birmangham, Alabama
Advanced Applications                        Appraisal Institute       Tuscaloosa, Alabama
Report Writing & Valuation Analysis          Appraisal Institute       Plano, Texas
</TABLE>

Mr. Heinzelman has also taken various seminars offered by the AIREA, IR/WA, and
others.

PROFESSIONAL EXPERIENCE

The scope of Mr. Heinzelman' s experience includes the appraisal of commercial,
multi-family residential, industrial, farm, condemnation, special use
properties, marketability, feasibility, and reuse analysis, appraisal review,
and consulting. Geographic areas of experience include the States of Alabama,
Arizona, California, Florida, Georgia, Mississippi, Nevada, and Tennessee.
Qualified as expert witness in Federal and Circuit Courts in the States of
Arizona, California, and Nevada.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

                           PROFESSIONAL QUALIFICATIONS
                                       OF
                        HOWARD J. PORTER, JR., MAI, CCIM

CURRENT STATUS

Howard J. Porter, Jr., is involved in the appraisal of and consulting with
owners of income producing real estate. He is President of H J Porter &
Associates, Inc. with offices located at:

                           H. J. Porter & Assoc. Inc.
                           631 Stage Road/p.O. Box 28
                                Auburn, AL 36830
                                 (334) 826-8682

                       H. J. Porter & Assoc. Of Birmingham
                        #14 Office Park Circle Suite 230
                              Birmingham, AL 35223
                                 (205) 871-3600

                       H. J. Porter & Assoc. of Montgomery
                               235 S. Court Street
                              Montgomery, AL 36104
                                 (334) 262-8331

PROFESSIONAL AFFILIATIONS

Mr. Porter is a member of the Appraisal Institute and holds the MAI Designation
(Certificate Number 5924). He has served as a member of the SREA Young Advisory
Council (1977 & 1978). He served as President of the Birmingham SREA Chapter
#106 (1983) and the Montgomery SREA Chapter #127 as President (1986-1987). He is
a Realtor(R) Member and past Vice-President of the Lee County Association of
Realtors(R), Lee County, AL. He holds the CCIM designation conferred by the
Commercial Investment Real Estate Council of the National Association of
Realtors(R). He is a member of the International Right of Way Association
(Alabama Chapter #26) and is a panel member of the American Arbitration
Association.

PROFESSIONAL EDUCATION STATUS

Mr. Porter has taken courses leading to professional designation as offered by
the Appraisal institute (AIREA) and the Society of Real Estate Appraisers (SREA)
now merged as The Appraisal Institute. Additionally, he has credit for courses
offered by the Real Estate Securities and Syndication Institute (RESSI) the
Urban Land Institute (ULI), and the International Right of Way Association
(IR/WA), and the Commercial Investment Real Estate Institute. Mr. Porter has
also taken various seminars offered by SREA, AIREA, RESSI, IR/WA, Institute of
Real Estate Management, and others.

The Appraisal Institute conducts a voluntary program of continuing education for
its designated members. MAIs and RaMs who meet the minimum standards of this
program are awarded periodic educational certification. He is currently
certified under the Institute's voluntary continuing education program. Mr.
Porter is currently a Certified General Real Property Appraiser in Alabama
(Certificate #CG51) and a Certified Real Estate Appraiser in Georgia
(Certificate #182).

HISTORICAL DATA

Howard J. Porter, Jr., was born in Birmingham, Alabama. He was educated in the
Jefferson County School System and graduated from Auburn, University. His major
fields of study were Economics and Finance with a B.S. Degree in Business
Administration.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

PROFESSIONAL QUALIFICATIONS OF HOWARD J. PORTER. JR.

Mr. Porter has been a licensed Real Estate Broker in Alabama since 1972 and is a
Realtor(R) Member of the Lee County Association of Realtors(R). From 1974
through 1983 he was involved with appraisals, market research, syndication and
consulting on various types of real estate. From 1983 through 1985 he was
President of a regionally active development company headquartered in Auburn,
Alabama. In 1985, H.J. Porter & Associates, Inc. was re-established in Auburn,
Alabama with affiliate offices in Birmingham and Montgomery, Alabama.

He has taught college level courses on appraisal principles and practices and
USPAP, has served as an adjunct faculty member in the Auburn University
Department of Community Planning, and is an appraisal instructor for the
International Right of Way Association. He also has given talks to various real
estate related groups throughout Alabama. Mr. Porter has developed, constructed,
owned, and managed investment real estate for his own and affiliated
partnership's account.

              REPRESENTATIVE APPRAISAL/CONSULTING CLIENTS INCLUDE:


Governmental                                   Corporate
- ------------                                   ---------
U.S. Internal Revenue Service                  Chrysler Realty Corp.
Jefferson County, Al                           McDonald's  Corporation
Montgomery County, Al                          Norfolk Southern  Railrod
State of Alabama DOT                           South Central Bell
U.S. Goverment Services Admin.                 Diversified Products Corporation
U.S. Department of the Interior                INOUE SAKAE Co. (Japan)
U.S. Postal Service                            TIME/LIFE  Corporation
Farmers Home Administration                    Baptist Medical  Center (B'ham)
Birmingham Airport Authority                   Alabama Power Company
Auburn University                              Southern Natural  Gas
State of Alabama Department of Revenue


Lenders                                        Development
- -------                                        -----------
South Trust Bank                               Colonial Properties, Inc.
Federal National Mortagage Association         Helms-Roark Development
New York Life Insurance Co.                    Beisel-Moss Development
Provident Mutual Life                          Shonnon, Strobel & Weaver
Washington Mortgage Financial                  Polar-BEK, Inc.
Columbus Bank & Trust Co.                      Southern Investment Properties
1st Interstate Mortgage (Chicago)              McWhorter & Co.
Nations Bank
AmSouth Bank
First Union Bank

Mr. Porter has appeared as an expert witness in Federal Court and Circuit Courts
in various Alabama counties. He has served as a Probate Commissioner for the
Jefferson County and Lee County Probate Courts.


                                                  H.J. Porter & Associates, Inc.
<PAGE>

================================================================================

                                STATE OF ALABAMA

                                     [SEAL]

                             This is to certify that

                               GLEN E. HEINZELMAN

               having given satisfactory evidence of the necessary
           qualifications required by the laws of the State of Alabama
                is licensed to transact business in Alabama as a

                        LICENSED REAL PROPERTY APPRAISER

                 With all the rights, privileges and obligations
                              appurtenant thereto.
                                                    

LICENSE NUMBER:   L00012                   /s/ [ILLEGIBLE]  Executive Director
EXPIRATION DATE:  SEPT. 30, 1997           ALABAMA REAL ESTATE  APPRAISERS BOARD
 
================================================================================
<PAGE>

================================================================================

                                STATE OF ALABAMA

                                     [SEAL]

                             This is to certify that

                              HOWARD J. PORTER, JR.

               having given satisfactory evidence of the necessary
           qualifications required by the laws of the State of Alabama
                is licensed to transact business in Alabama as a

                   CERTIFIED GENERALR REAL PROPERTY APPRAISER

                 With all the rights, privileges and obligations
                              appurtenant thereto.
                                                    

LICENSE NUMBER:   G00051                   /s/ [ILLEGIBLE]  Executive Director
EXPIRATION DATE:  SEPT. 30, 1997           ALABAMA REAL ESTATE  APPRAISERS BOARD
 
================================================================================



                                APPRAISAL REPORT

                                       OF

                             THE "Y" SHOPPING CENTER
                             17164 FRONT BEACH ROAD
                           PANAMA CITY BEACH, FLORIDA
                                    (C97-152)

                                       FOR

                                MR. LARRY MILLER
                             MERRILL LYNCH & COMPANY
                      WORLD FINANCIAL CENTER - NORTH TOWER
                               NEW YORK, NY 10281

                                      AS OF

                                 AUGUST 9, 1997
                                OCTOBER 28, 1997
                                FEBRUARY 8, 1998

                                       BY

                        HOWARD J. PORTER, JR., MAI, CCIM
                      MATTHEW S. RICE, ASSOCIATE APPRAISER
                            H. J. PORTER & ASSOCIATES
                                 631 STAGE ROAD
                                   P.O. BOX 28
                           AUBURN, ALABAMA 36831-0028
                                 (334) 826-8682

                                     [LOGO]
                            H.J. Porter & Associates
<PAGE>

                                     [LOGO]
                      H.J. PORTER & ASSOCIATES - LETTERHEAD



                                 August 28, 1997

Mr. Larry Miller
Merrill Lynch and Company
World Financial Center - North Tower
New York, NY 10281

                                   Re:  The "Y" Shopping Center
                                        17164 Front Beach Road
                                        Panama City, Florida

Dear Mr. Miller:

At your request, the undersigned Associate has inspected and we have made an
appraisal of the above referenced property. The purpose of this appraisal was to
estimate the "As Is" market value of the leased fee interest, the Prospective
Market Value "At Completion", and the Prospective Market Value "At Stabilized
Occupancy" in the subject property, one of fifteen shopping centers to be
included in a portfolio of retail shopping centers that will be cross
collateralized, under single management, and subject to stringent release
provisions. AS SUCH, THE ESTIMATED VALUES OF THE SUBJECT PROPERTY ARE SUBJECT TO
THE ABOVE CONDITIONS.

This complete appraisal, communicated in a self contained narrative report, has
been prepared in accordance with the Uniform Standards of Professional Appraisal
Practice (USPAP) as amended by the Comptroller of the Currency.

The property was valued at three points in time: "As Is", as of the date of
inspection by the Associate Appraiser, "At Completion", as of the developer's
estimated date of completion of the proposed renovation and building addition,
and "At Stabilized Occupancy", as of the estimated date of stabilized occupancy.

Based upon our investigation into the subject property, and its current economic
environment, we are of the opinion that the subject's leased fee interest has
market values as follows:

"AS IS" MARKET VALUE ESTIMATE
AS OF AUGUST 9, 1997


                   FOUR MILLION THREE HUNDRED THOUSAND DOLLARS
                   -------------------------------------------
                                  ($4,300,000)


      123 N. College St., Ste. 100 o P.O. Box 28 o Auburn, Alabama 36830 o
                        (334)826-8682 o Fax (334)826-3827
 14 Office Park Circle, Suite 230 o Birmingham, Alabama 35223 o (205)871-3600 o
                                Fax (205)879-3762
418 Scott Street o Montgomery, Alabama 36104 o (334)262-8331 o Fax (334)262-8325

                  Real Estate Research, Appraisal & Counseling
<PAGE>

Mr. Larry Miller
August 28, 1997
Page #2


PROSPECTIVE MARKET VALUE ESTIMATE
"AT COMPLETION"
AS OF OCTOBER 28, 1997


             FOUR MILLION THREE HUNDRED EIGHTY FIVE THOUSAND DOLLARS
             -------------------------------------------------------
                                  ($4,385,000)

PROSPECTIVE MARKET VALUE ESTIMATE
"AT STABILIZED OCCUPANCY"
AS OF FEBRUARY 8, 1998


                   FOUR MILLION FOUR HUNDRED THOUSAND DOLLARS
                   ------------------------------------------
                                  ($4,400,000)
          Divided as:    Improvements            $3,733,000
                         Land                       667,000
                         Total                   $4,400,000

Please note that this report is subject to the contingent and limiting
conditions as found in the addendum. It should be noted that our employment was
not conditional upon our producing a specific value with a given range. Future
employment prospects with Merrill Lynch and Co. are not dependent upon our
producing a specified value. Also, neither payment of our fee, nor our
employment are/were based upon whether a loan application is approved or
disapproved. We appreciate the opportunity to be of service to you in this
matter.

The attached report is submitted in support of these conclusions.

                                Yours very truly,

/s/  Howard J. Porter
- ---------------------
Howard J. Porter, Jr., MAI, CCIM
Certified General Real Property Appraiser
Alabama Certificate #G51



/s/  Matthew S. Rice
- --------------------
Matthew S. Rice, Associates
Certified General Real Property Appraiser
State of Florida Temporary Practice Permit #0001154


                                     [LOGO]
                            H.J. Porter & Associates
<PAGE>

                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS


PROPERTY IDENTIFICATION:                The "Y" Shopping Center
                                        17164 Front Beach Road
                                        Panama City, FL

PROPERTY RIGHT APPRAISED:               Leased Fee Estate

HIGHEST AND BEST USE
AS VACANT AND IMPROVED:                 Neighborhood Shopping Center

DATES OF VALUE:
     "As Is":                           August 9, 1997
     "At Completion":                   October 28, 1997
     "At Stabilized Occupancy":         February 8, 1998

SITE DATA:                              6.06 Acres or 263,974 Sq. Ft.

BUILDING DATA:                          68,336 Sq. Ft. - Proposed GBA
                                        66,048 Sq. Ft. - Proposed NLA
                                        divided as:
                                            Winn Dixie -         46,422 Sq. Ft.
                                            Eckerd Drugs -       10,356 Sq. Ft.
                                            Laundry (Harris) -   2,050 Sq. Ft.
                                            Vacant -             1,200 Sq. Ft.
                                            Vacant -             1,200 Sq. Ft.
                                            Vacant -             1,820 Sq. Ft.
                                            Express Laundry -    1,350 Sq. Ft.
                                            Vacant -.            1,650 Sq. Ft

ESTIMATED LAND VALUE:                   $667,000

PROSPECTIVE MARKET VALUE INDICATIONS
"AT STABILIZED OCCUPANCY":
     Cost Approach                      $3,950,000
     Income Approach                    $4,420,000
     Sales Comparison Approach          $4,300,000

PROSPECTIVE MARKET VALUE
"AT STABILIZED OCCUPANCY":              $4,400,000

PROSPECTIVE MARKET VALUE
"AT COMPLETION":                        $4,385,000

"AS IS" MARKET VALUE:                   $4,300,000


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                TABLE OF CONTENTS

Intended Use of Appraisal......................................................1
Special Assumptions and Limiting Conditions....................................1
Environmental Considerations...................................................2
Scope of the Assignment........................................................2
Type Appraisal/Type Report.....................................................3
Date of Value Estimate.........................................................3
Exposure Time..................................................................3
Property Ownership.............................................................3
Property Location..............................................................4
Zoning/Public Utilities........................................................4
Legal Description/Land Size....................................................5
Ad Valorem Tax Analysis........................................................7
Purpose of Appraisal/Definition of Value ......................................9
Rights Appraised...............................................................9
Area Analysis - Panama City/Bay County, Florida...............................10
Neighborhood Analysis.........................................................14
Site Analysis.................................................................17
Description of Improvements...................................................18
Highest and Best Use..........................................................20
The Appraisal Process.........................................................23
Land Value - Direct Comparison................................................26
Cost Approach to Value........................................................32
Income Approach to Value......................................................36
Sales Comparison Approach.....................................................59
Reconciliation and Final Value Estimate.......................................73
Value "At Completion".........................................................74
Valuation - "As Is"...........................................................77
Certification.................................................................78

EXHIBITS
     Location Map..................................................Facing Page 4
     Area Map.....................................................Facing Page 10
     Subject Photographs..........................................Facing Page 14
     Site Plan....................................................Facing Page 17
     Land Sales Map...............................................Facing Page 30
     Rental Comparable Map........................................Facing Page 38
     Improved Sales Map...........................................Facing Page 70

REAR EXHIBITS
     Lease Synopsis
     Korpacz Real Estate Investor Survey
     Engagement Letter
     Assumptions and Limiting Conditions
     Qualifications
     Certifications


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                                                               1

INTENDED USE OF APPRAISAL

This appraisal has been requested to function as an underwriting guide for
mortgage loan purposes and for use in securitization of mortgages. Accordingly,
this appraisal may be provided by Merrill Lynch & Co. to potential investors in
a securitization or other sale of mortgage loans.

The appraisal is undertaken without departure in accordance with USPAP as
promulgated by the Appraisal Foundation.

SPECIAL LIMITING CONDITIONS AND ASSUMPTIONS

The value estimates presented within this report are subject to the satisfactory
completion of the proposed renovation and building addition. Satisfactory
completion includes the development of the improvements without significant
changes or in size or construction quality from that reported herein. Complete
plans and specifications were not provided to the appraisers. Interviews with
representatives of the owners were used to determine the quality, extent and
costs of the proposed renovation and additions.

The subject property does not appear to meet the current parking requirements of
the City of Panama City Beach. No parking variance was found on file at the
building department. A building permit was recently issued by the city that
allowed for an expansion of the Winn Dixie Store, which indicates that the
property as it exists today is likely a legal non-conforming use in regards to
the current parking requirement. The subject property is proposed for an
addition of 1,200 square feet of shop space.

According to discussions with Jerry Smith with the building department, the
property would need to either be in conformance with parking requirements for an
expansion to be allowed, or have a variance permitting such non-conformance. Tom
Newton, a representative of the owner, indicated that the City has given a
verbal agreement to allow for the expansion. This appraisal specifically assumes
that a zoning variance can be obtained to allow for the 1,200 square foot
expansion, as proposed. The value estimates presented within this report are
subject to the completion of the addition to the shopping center as proposed. If
the proposed shop space expansion is not legally allowed, the appraisers reserve
the right to alter the value conclusions.

The Eckerd's lease stipulates that parking can not be less than 5.5 spaces per
1,000 square feet of gross building area. The current parking ratio falls below
this ratio. According to Woody Camp with Newton, Oldarcre, McDonald, Eckerd
Drugs signed an amendment to the lease allowing for the current parking ratio.
However, no copy of the lease amendment was provided. It is specifically assumed
that the proposed 1,200 square foot expansion will not effect the current agreed
upon parking ratio. The values estimates found herein are subject to Eckerd's
approval of the subject's parking ratio.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                                                               2

ENVIRONMENTAL CONSIDERATIONS

No current Environmental Site Assessment was provided to the appraisers. The
appraised value contained herein assumes that the subject is free of any
environmental contamination or atypical soil conditions.

SCOPE OF THE ASSIGNMENT

The subject property, a neighborhood shopping center, is one of fifteen shopping
centers to be included in a portfolio of retail shopping centers that will be
cross collateralized, under one management, and subject to stringent release
provisions.

The scope of the assignment includes undertaking the three traditional
approaches to value with consideration given to the current status of the retail
market in Panama City Beach, Florida and the surrounding market area. In the
Cost Approach, local real estate professionals and appraisers were contacted and
a search of public records undertaken to locate comparable land sales. A
detailed inspection of the site and improvements was made by the Associate
Appraiser. Construction details were obtained from the physical inspection and
from site plans provided by the owners. Current cost estimates were obtained
from the Marshall Valuation Service, a nationally recognized cost service
indexed to the Panama City, Florida market.

In the Income Approach to Value, a survey of local retail market conditions was
made by interviewing local leasing and management agents to determine if the
contract rents for the local shop space was competitive and market oriented.
Expense comparables were studied and local management companies were interviewed
to estimate the appropriate expense deductions. The resulting net operating
income was then capitalized into a present value estimate by direct
capitalization. Where information was provided, the comparable improved sales
found in the market approach sold on direct capitalization of stabilized net
operating income rather than discounted cash flow analysis. The overall
capitalization rate was derived from market sales, built-up rates using current
market rates for debt and equity, and from published investor surveys.

The Sales Comparison Approach was developed after a search for sales of similar
shopping centers. To locate appropriate sale comparables, Realtors(R),
appraisers, mortgage lenders, and developers were interviewed. The sales located
were compared to the subject with adjustments made for items of difference.

After development of the three approaches, the value indications derived were
reconciled to provide a value estimate for the subject property as of the
effective date of appraisal.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                                                               3

TYPE APPRAISAL/TYPE REPORT

In accordance with the Uniform Standard of Profession Appraisal Practice, the
appraisers have performed a "Complete" appraisal according to Standard Rule 1
and the communication to the client is a "Self-Contained Appraisal Report" in
accordance with Standard Rule 2-2a.

DATE OF VALUE ESTIMATE

The subject was valued at three points in time: "As Is", as of the date of
inspection by the Associate Appraiser, "At Completion", as of the developer's
estimated date of completion of the proposed renovation and building addition -
October 28, 1997, and "At Stabilized Occupancy", as of the estimated date of
stabilized occupancy - February 8, 1998.

The "At Completion" and "At Stabilized Occupancy" values represent prospective
market value estimates. The data utilized in preparing this appraisal was
researched, gathered, and/or updated during the period August 9 through August
26, 1997. The date of the appraisal is August 28, 1997, which is the date of the
transmittal letter.

The Dictionary of Real Estate Appraisal, 3rd Edition, Page 283, defines
Prospective Value Estimate as:

          "A forecast of the value expected at a specified future date. A
          prospective value estimate is most frequently sought in connection
          with real estate projects that are proposed, under construction, or
          under conversion to a new use, or those that have not achieved sellout
          or a stabilized level of long-term occupancy at the time the appraisal
          report is written."

EXPOSURE TIME

The estimated exposure time for the subject property, to obtain the values
communicated herein, is estimated to have been one year or less. This exposure
period assumes competent sales and marketing efforts, the property is maintained
in a marketable condition, and that the property is sold for "market value" as
defined herein. The estimated exposure period is based upon the marketing period
for the comparable sales found in the Sales Comparison Approach.

PROPERTY OWNERSHIP

The subject property is under the ownership of:

                               WYE Partners, Ltd.
                                 P.O. Box 680176
                              250 Washington Street
                            Prattville, AL 36067-3603


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                        [ROAD MAP OF PANAMA CITY BEACH]

                                  LOCATION MAP
<PAGE>

PROPERTY OWNERSHIP - (CONTINUED)                                               4

The 6.06 acre property was purchased by the current owners on November 17, 1994
from The Lincoln National Life Insurance Company for $1,338,000. Several factors
influenced the sale price. At the time of purchase, the Winn Dixie lease was at
a significantly lower rate. Prior to the sale, negotiations were underway for an
expansion and renovation of Winn Dixie, but no deal was finalized. Also, all but
one of the shop spaces were vacant. According to Woody Camp, a representative
with the Grantee, Lincoln National had previously foreclosed on the property and
by so doing had inherited a pending lawsuit with an adjacent property owner.
Lincoln National did not want to litigate and sought to dispose of the property.
The current owners put the property under contract, settled the lawsuit, and
finalized the Winn Dixie lease amendment. This led to the expansion and
renovation under a new lease at a significantly higher rental rate. Since the
purchase, the Winn Dixie space was renovated and expanded and substantial site
improvements have been performed.

No other transactions involving the subject property have occurred in the five
years prior to the date of appraisal. Additionally, to the best of our
knowledge, there are no pending offers to purchase the subject property nor is
it currently listed for sale.

PROPERTY LOCATION

The subject property is located at the intersection of U.S. Highway 98 (Front
Beach Road) and State Road 79. The property fronts along the north side of these
intersecting streets. The property is within the city limits of Panama City
Beach, Florida in Bay County. It is located by street address as:

                             The "Y" Shopping Center
                             17164 Front Beach Road
                              Panama City, Florida

ZONING/PUBLIC UTILITIES

The subject property is located in the city limits of Panama City Beach, Florida
and is subject to that city's zoning regulations. The site is currently zoned T3
(Tourist District - Accommodations and Retail Sales). Allowed uses include
apartments, arcades and game rooms, hotels, motels, condominiums, churches,
clubs, lounges, lodges, parking lots, business uses, professional uses, personal
services, drive-in facilities, retail sales and services, and single-family
dwellings.

This zoning classification calls for a minimum side yard setback of 5 feet,
minimum rear yard setback of 10 feet, and a minimum setback of 25 feet from the
road right-of-way. The maximum allowed lot coverage is 80%. There is no maximum
building height.

According to Jerry Smith with the City of Panama City Beach Planning Department,
the parking requirement is two spaces per each 250 square feet of gross floor
area. Thus, considering the


                                                 H. J. Porter & Associates, Inc.
<PAGE>

ZONING AND PUBLIC UTILITIES - (CONTINUED)                                      5

subject's gross size of 68,336 square feet, it appears that 547 parking spaces
are required. A site plan provided by management indicates that the subject
property has 331 parking spaces. The zoning office did not locate a parking
variance on file. However, a building permit was recently issued allowing for an
expansion of the Winn Dixie space, which would tend to indicate that the subject
property is a legal non-conforming use in regards to parking. Please see the
Special Assumptions and Limiting Conditions section of this report in regards to
parking and the proposed 1,200 square foot building addition.

The subject has all necessary utilities including electricity, gas, water,
sanitary sewer, and telephone in sufficient quantities to sustain commercial
development. Public services such as police and fire protection are provided by
the City of Panama City Beach, Florida.

LEGAL DESCRIPTION/LAND SIZE

The legal description for the subject property was obtained from a survey
prepared by County Wide Surveying, Inc., on November 11, 1994 and provided by
the owners, Wye Partners, Ltd. The subject property is legally described as:

          Commence at the intersection of the west line of Section 18, Township
          3 south, Range 16 West, Bay County, Florida and the north right of way
          line of U.S. Highway 98; thence south 61 degrees 06'16" East along
          said right of way 996.88 feet to the east right of way line of a
          proposed 40 foot street and the point of beginning; thence North 01
          degrees 18'24" East, 522.50 feet; thence South 88 degrees 50'22" East,
          434.94 feet to the west boundary line of El Centro Beach; thence South
          01 degrees 09'38" West along said line 630 feet to a point on a curve
          on the North right of way line of Hwy. 98; thence on a chord bearing
          of North 84 degrees 20'26" West, a distance of 273.39 feet to the P.C.
          of said curve; thence North 61 degrees 06'16" West on the North right
          of way of Hwy. 98, 184.92 feet to the Point of Beginning, containing
          6.06 acres, more or less.

The subject property is irregular in shape and contains a total land area of
6.06 acres. The subject parcel has approximately 458 feet of frontage on the
north side of U.S. Highway 98 (Front Beach Road) and State Road 79.

As indicated previously, the subject property is one of fifteen shopping centers
to be included in a portfolio of retail shopping centers that will be cross
collateralized, under single management, and subject to stringent release
provisions. The other shopping centers included in the portfolio are listed as
follows:

Greenbrier Station Shopping Center
Anniston, AL

Clanton Marketplace
Clanton, AL

Betts Crossing Shopping Center
Opelika, AL


                                                 H. J. Porter & Associates, Inc.
<PAGE>

LEGAL DESCRIPTION/LAND SIZE - (CONTINUED)                                      6

Opp Marketplace
Opp, AL

Russell Crossing Shopping Center
Phenix City, AL

29 North Shopping Center
Cantonment, FL

Nine Mile Plaza Shopping Center
Pensacola, FL

Parker Shopping Center
Parker, FL

59 West Shopping Center
Bessemer, AL

Mandeville Marketplace
Mandeville, LA

Brownsville Place Shopping Center
Brownsville, TN

Chicot Crossing Shopping Center
Pascagoula, MS

Delchamps Plaza
Long Beach, MS

One Main Place
Moss Point, MS


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                                                               7

AD VALOREM TAX ANALYSIS

The subject parcel is under the assessing authority of the Bay County Property
Appraiser's Office. The 1997 millage rate has not yet been determined. The
property was found on the 1996 tax rolls as:


Assessed to:                  WYE Partners, Ltd.
                              725 East Main Street
                              Prattville, AL 36067

Parcel I.D. #:                32746-100-000

Value:                        Land:               $  132,675
                              Improvements:       $  984,806
                                                  ----------
                              Total:              $1,117,481

Assessment Ratio:             100%

Local Millage Rate:           $15.3330 per $1,000 of assessed value

Annual Tax:                   $17,134


The Winn Dixie portion of the subject property was renovated and an addition was
added that was completed in May 1996, according to information obtained at the
Panama City Beach, Florida building department. The majority of the shop space
is in poor condition and in need of the proposed renovation. The subject
property is also proposed for enclosure of 1,200 square feet located underneath
a roofed area that will add additional retail space to the property. Considering
the proposed addition and property upgrades, it is anticipated that the
assessment on the subject property will increase. The comparable properties used
to estimate the subject's assessed value are illustrated in the following table.

================================================================================
AD VALOREM TAX COMPARABLES
================================================================================
Comparable Name            Yr. Built     Size- SF      App. Value     Value/SF
- --------------------------------------------------------------------------------
23rd Street Plaza             1986        99,806       $3,307,529      $33.14

Middle Beach Shop. Cntr.      1994        69,877       $3,320,453      $47.52
================================================================================

The 23rd Street Plaza is an older center that is in good overall condition.
Middle Beach Shopping Center is one of the newer shopping centers constructed in
Bay County. The subject's assessment, considering the recent and proposed
expansions and renovations, is estimated to fall near the middle portion of the
tax comparable range. Based on these comparables, the estimated value for tax


                                                 H. J. Porter & Associates, Inc.
<PAGE>

AD VALOREM TAX ANALYSIS - (CONTINUED)                                          8

purposes is estimated at $38.00 per square foot. From this estimate of value,
the subject's taxes are calculated in the following table. The tax calculation
is based on the gross building area.

          ======================================================
          SUBJECT'S ESTIMATED TAX
          ======================================================
                                                        Total
          
          Building Area                                 68,336
          
          Estimated Value Per SF                        $38.00
                                                        ------
          Total Estimated Assessed Value              $2,596,768
          
          1996 Millage Rate                            .0153330
          
          Estimated Tax                                $39,816
          
          Estimated Tax Per SF                          $0.58
          ======================================================


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                                                               9

PURPOSE OF APPRAISAL/DEFINITION OF VALUE

The purpose of the appraisal is to estimate the market value of the leased fee
interest in the subject property. Market Value is defined by the Appraisal
Standards Board of the Appraisal Foundation in the Glossary to the Uniform
Standards of Professional Appraisal Practice, as:

          The most probable price which a property should bring in a
          competitive and open market under all conditions requisite
          to a fair sale, the buyer and seller, each acting prudently
          and knowledgeably, and assuming the price is not affected by
          undue stimulus. Implicit in this definition is the
          consummation of a sale as of a specified date and the
          passing of title from seller to buyer under conditions
          whereby:

1.   Buyer and seller are typically motivated,

2.   Both parties are well informed or well advised, and acting in what they
     consider their best interest;

3.   A reasonable time is allowed for exposure in the open market;

4.   Payment is made in terms of cash in U.S. Dollars or in terms of financial
     arrangements comparable thereto; and

5.   The price represents the normal consideration for the property sold
     unaffected by special or creative financing or sales concessions granted by
     anyone associated with the sale.

RIGHTS APPRAISED

The ownership interest in the subject property appraised is the "Leased Fee
Estate." The Dictionary of Real Estate Appraisal, 3rd Edition, Page 204, defines
Leased Fee Estate as, " an ownership interest held by a Landlord with the right
of use and occupancy conveyed by lease to others. The rights of lessor "the
leased fee owner" and the leased fee are specified by contract terms contained
within the lease. " A lease synopsis for each of the subject's tenant leases is
found in the addendum.


                                                 H. J. Porter & Associates, Inc.
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                               [GRAPHICS OMITTED]

                                   [AREA MAP]
<PAGE>

                                                                              10

AREA ANALYSIS - PANAMA CITY/BAY COUNTY, FL

The four basic factors which must be considered in analyzing an area are:

(1) Physical and Locational Factors;

(2) Economic and Financial Factors;

(3) Political and Governmental Factors; and

(4) Sociological Factors

Each of these factors is discussed briefly with conclusions as to their effect
on the subject property.

PHYSICAL AND LOCATIONAL FACTORS

The subject property is located in Panama City Beach, Florida, which situates
the property within the Panama City/Bay County market area. The Bay
County-Panama City area of Florida is located on the Gulf of Mexico-in the
Panhandle region of northwest Florida. Panama City, the county seat and
principal city of Bay County, is located approximately 98 miles southwest of
Tallahassee, 81 miles south of Dothan, Alabama, 103 miles east of Pensacola, 300
miles southwest of Atlanta, 270 miles west of Jacksonville, Florida, and
approximately 315 miles east of New Orleans, Louisiana. The average annual
temperature is 68.8 degrees. Average summer temperature is 81.9 and the average
winter temperature is 53.2. Annual precipitation average is 57.86 inches.
Prevailing winds are southerly in the summer and northerly in the winter. The
topography of the area is level.

Panama City is well-known for its beaches and popular tourist attractions. St.
Andrews Bay surrounds much of Panama City providing protected harbor for
facilities at the growing port of Panama City complex. Located in Bay County are
Tyndall Air Force Base and the Naval Coastal Systems Center.

Bay County's local highway network includes U.S. Highways 98 and 231, and
Florida Routes 20, 22, 77 and 79. Interstate Highway 10 is located 13 miles from
the northern portion of Bay County. From Panama City, Interstate 10 is
approximately 40 miles.

Commercial airline service at the Panama City/Bay County International Airport
is provided by Northwest Airlink to Memphis, US Air Express to Tampa/Orlando,
and Atlantic Southeast Airlines to Atlanta. A 55,000 square foot airport
terminal was opened in 1995. Intercity bus service is provided by Southern
Greyhound. The Bay Line Railroad provides freight service to Panama City
business and industry and to Port Panama City. The "Bay Line" provides direct
service to major industries and industrial parks in the area and interconnects
with the CSX Transportation Company. Norfolk Southern Railroad in Dothan,
Alabama. Port Panama City, a deepwater port (32 feet), is located directly on
the Gulf Intra-Coastal Waterway and provides barge facilities as well as deep
water berthing. Port Panama City was awarded Foreign Trade Zone status and is
listed as Zone #65.


                                                 H. J. Porter & Associates, Inc.
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AREA ANALYSIS-PANAMA CITY/BAY COUNTY, FL - (CONTINUED)                        11

ECONOMIC AND FINANCIAL FACTORS

Total employment in Bay County in May 1996 reached approximately 62,131. Because
Panama City is a leading tourist location, they have large swings in their
unemployment rates. According to the Florida Department of Labor and Employment
Security, the January unemployment rate ranged from 10.4% to 12.9% between 1994
and 1996. By comparison, the June rate, during the same period ranged from 5.0%
to 7.4%. The average annual unemployment rate in 1996 was 6.3%, an improvement
from the 1995 average annual rate of 6.8%.

Leading economic sectors, based on relative employment levels, include:

1.   Government

2.   Retail and wholesale trade

3.   Services

4.   Manufacturing

Two of the primary factors of the area's economy are Tyndall Air Force Base and
the Coastal Systems Station. Tyndall, located on a 29,000 acre reservation in
southeastern Bay County, houses the 325th Fighter Wing, Headquarters 1st Air
Force, Southeast Air Defense Sector, Weapons Evaluation Group and United State
Air Force Civil Engineering Support Agency. Approximately 6,469 military and
civilian personnel are employed at Tyndall. The base also services 8,476
military retirees in the area. The total economic impact in the local area was
340.4 million in fiscal 1996.

The Coastal System Station, located on 648 acres along St. Andrew Bay, is a
major research and development facility in support of naval operations that take
place primarily in coastal regions, such as amphibious missions, swimmer
operations, diving and salvage, and mine countermeasures. The U. S. Navy School
of Diving and Salvage is headquartered at NCSC. The base employs 1,369 civilian
and military personnel. The total economic impact of the Naval Coast System is
estimated at about 272 million annually.

Bay County is home of some 132 small and large manufacturers. Many are located
in the industrial park sites which include the Hugh Nelson Industrial Park, Port
Panama City Industrial Park, Bay Line Industrial Park and the Bay Industrial
Park. All these parks feature complete utilities and offer easy access to the
county's transportation network.

According to the Florida Statistical Abstract/1996, the population of Bay County
increased from 126,994 in 1980 to 142,159 in 1996, an increase of 11.9%. The
county population is projected to reach 150,242 by the year 2000 and 171,420 by
the year 2010. Regardless of which population figures are used, the growth rate
has been above the national average and is expected to continue into the next
decade. The table below illustrates the population growth of Bay County from
1970 to 1996 and is based on the US Census count, as well as estimates obtained
form the Florida Statistical Abstract/1996.


                                                 H. J. Porter & Associates, Inc.
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AREA ANALYSIS-PANAMA CITY/BAY COUNTY, FL - (CONTINUED)                        12

ECONOMIC AND FINANCIAL FACTORS

               =========================================
               YEAR                           POPULATION
               ----                           ----------
               1970                             75,283
               1975                             89,900
               1980                             97,740
               1985                            119,503
               1990                            126,994
               1996                            142,159
               =========================================

According to the Department of Revenue, Florida Department of Commerce, taxable
sales in Bay County has increased annually since 1990. The table below
illustrates this growth.

          ======================================================
          YEAR                    SALES                  %CHANGE
          ----                    -----                  -------
          1986                $981,466,069
          1987               $1,105,562,692               12.6
          1988               $1,144,105,257                3.5
          1989               $1,140,947,288                -.3
          1990               $1,214,344,132                6.4
          1991               $1,260,193,186                3.8
          1992               $1,389,842,586               10.3
          1993               $1,503,982,005                8.2
          1994               $1,698,365,302               12.9
          1995               $1,811,264,716                6.6
          1996               $1,845,621,286                1.9
          ======================================================

POLITICAL AND GOVERNMENTAL FACTORS

Bay County has eight incorporated municipal governmental jurisdictions, with
unincorporated areas governed by the Board of Bay County Commissioners. Each
municipality has a mayor/commissioner form of government.

Florida has no personal state income tax or inheritance tax. There is a state
corporate tax of 5.5% of net income with an exemption on the first $5,000 of
corporate profit and a retail sales tax of 6.5%. The city of Panama City has a
1% sales tax. Ad valorem taxes combine city, county, and school district levies,
plus the special assessments.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

AREA ANALYSIS PANAMA CITY/BAY COUNTY, FL - (CONTINUED)                        13

POLITICAL AND GOVERNMENTAL FACTORS

Bay County District Public Schools serve a population of more than 136,000
people within a geographic area of 758 square miles. The school district is the
21st largest in Florida, with an enrollment in excess of 26,500 students. Area
students attend 33 school centers throughout the county. These schools include
20 elementary, 6 middle schools, 4 senior high schools, 3 special purpose
schools and 1 vocational-technical facility. Higher education opportunities
include the Gulf Coast Community College and the Florida State University,
Panama City Campus.

SOCIOLOGICAL FACTORS

Bay County has a wide variety of cultural organizations that enhance the quality
of life for county and area residents. They include the Music Association, Art
Association, Friends of the Library and the Historical Society. Bay County also
houses the Diving Museum, the only deepwater diving museum in the United States.
Spiritual needs are net by over 150 churches with most denominations
represented.

The Gulf of Mexico, Deer Point Lake, and other waterways and mild year-round
climate combine to make Bay County one of the most popular recreational areas in
the Southeast. It is nationally known for the sugar-white sand beaches and
resort attractions.

Bay Medical Center has 302 beds and 187 physicians in 28 fields of specialized
medicine and a total personnel count in excess of 1,600. In addition to this
facility, the Columbia Gulf Coast Medical Center serves the Bay County area with
176 acute care hospital beds.

CONCLUSIONS

In summary, the Bay County and Panama City area has experienced substantial
growth in population, jobs and resort popularity over the past twenty years, and
continued economic and population growth is projected. The population of the
county is projected to increase by between 20.6% between 1996 and 2010.
Sustained by the importance of Tyndall Air Force Base and the Coastal System
Station and the economic importance of the deepwater port, Bay County has been a
draw for many non-military industries.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                               SUBJECT PHOTOGRAPHS

                                  [PHOTOGRAPH]

                               [GRAPHICS OMITTED]

1.   Front View of Subject

2.   Side View of Subject

3.   Rear View of Subject

4.   View of Subject's 3,000 Square foot Shop Space Building

5.   Neighborhood View Looking East on Front Beach Road

6.   Neighborhood View Looking West on Front Beach Road


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                               SUBJECT PHOTOGRAPHS

                                  [PHOTOGRAPH]

                               [GRAPHICS OMITTED]

1.   Front View of Subject

2.   Side View of Subject

3.   Rear View of Subject

4.   View of Subject's 3,000 Square foot Shop Space Building

5.   Neighborhood View Looking East on Front Beach Road

6.   Neighborhood View Looking West on Front Beach Road


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                               SUBJECT PHOTOGRAPHS

                                  [PHOTOGRAPH]

                               [GRAPHICS OMITTED]

1.   Front View of Subject

2.   Side View of Subject

3.   Rear View of Subject

4.   View of Subject's 3,000 Square foot Shop Space Building

5.   Neighborhood View Looking East on Front Beach Road

6.   Neighborhood View Looking West on Front Beach Road


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                               SUBJECT PHOTOGRAPHS

                                  [PHOTOGRAPH]

                               [GRAPHICS OMITTED]

1.   Front View of Subject

2.   Side View of Subject

3.   Rear View of Subject

4.   View of Subject's 3,000 Square foot Shop Space Building

5.   Neighborhood View Looking East on Front Beach Road

6.   Neighborhood View Looking West on Front Beach Road


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                               SUBJECT PHOTOGRAPHS

                                  [PHOTOGRAPH]

                               [GRAPHICS OMITTED]

1.   Front View of Subject

2.   Side View of Subject

3.   Rear View of Subject

4.   View of Subject's 3,000 Square foot Shop Space Building

5.   Neighborhood View Looking East on Front Beach Road

6.   Neighborhood View Looking West on Front Beach Road


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                               SUBJECT PHOTOGRAPHS

                                  [PHOTOGRAPH]

                               [GRAPHICS OMITTED]

1.   Front View of Subject

2.   Side View of Subject

3.   Rear View of Subject

4.   View of Subject's 3,000 Square foot Shop Space Building

5.   Neighborhood View Looking East on Front Beach Road

6.   Neighborhood View Looking West on Front Beach Road


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                                                              14

NEIGHBORHOOD ANALYSIS

The term neighborhood is defined in "The Appraisal of Real Estate" 11th Ed. at
page 189 as "a group of complementary land uses."

The four basic factors which must be considered in analyzing a neighborhood or
district, as in an area analysis are:

(1)  Physical and Locational Factors

(2)  Economic and Financial Factors

(3)  Political and Governmental Factors

(4)  Sociological Factors

Each of these factors is discussed briefly with conclusions as to their effect
on the subject property.

PHYSICAL AND LOCATIONAL FACTORS

The subject is located at the intersection of and has frontage along both U.S.
Highway 98 (Front Beach Road) and State Road 79 within the City limits of Panama
City Beach, Florida.Neighborhood boundaries are generally described as Back
Beach Road to the north, the Gulf of Mexico to the south, Kelly Street to the
west, and Miracle Strip Parkway to the east.

The subject property is located along Front Beach Road, which is a heavily
traveled two-lane road that parallels the coastline of the Gulf of Mexico. Land
uses on the south side of Front Beach Road are primarily residential and service
oriented uses, such as restaurants, bars, and hotels, that benefit from the Gulf
of Mexico frontage. Land uses on the north side of Front Beach Road consist of
primarily retail oriented commercial uses as well service oriented and
recreational uses that do not require direct Gulf of Mexico frontage. State Road
77 is a two-lane highway that connects the neighborhood with Interstate Highway
10 approximately 45 miles to the north.

The seven-story Aqua Vista Condominium Complex is located across the street from
the subject property. This condominium complex blocks the subject property's
view of the Gulf of Mexico. Other land uses in the subject's immediate vicinity
consist of scattered commercial, residential and service uses along both Front
Beach Road and State Road 77.

The neighborhood is a popular location for tourists who come to enjoy the Gulf
of Mexico and all of the recreational amenities of Panama City Beach and Panama
City. There are also clusters of single-family homes and subdivisions located
between Front and Back Beach Roads, which contain both vacation homes and
permanent residents.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

NEIGHBORHOOD ANALYSIS - (CONTINUED)                                           15

ECONOMIC AND FINANCIAL FACTORS

Neighborhood trends are upward. According to the Florida Statistical Abstract,
the population of Panama City Beach, Florida has increased from 4,051 in 1990 to
4,554 in 1996, an increase of 12.4% during the six-year period. The subject
neighborhood will likely benefit from the projected population growth of Bay
County, which is projected to increase by 23% between 1995 and 2010.

Tourism is vital to the neighborhood economy. According to information compiled
by the Bay County Chamber of Commerce, the following table illustrates a Summary
of Total Rental Units available on Panama City beach, Florida.

================================================================================
           SUMMARY OF TOTAL RENTAL UNITS AVAILABLE- PANAMA CITY BEACH
================================================================================
Type of Accommodation                Total Number      Total # of Units
- ---------------------                ------------      ----------------
Hotels/Motels                             122                6,921

Condominiums/Townhomes                     80                8,511
 
Campgrounds                                12                1,994

Church Retreats                            10                3,396
- --------------------------------------------------------------------------------
Total                                     224               20,822
================================================================================

Source: Bay County Chamber of Commerce.

The above figures appear to include all condominium and townhome units, whether
available for rent or not. Also, the above figure includes 228 rental units that
are under construction for the 1998 tourist season. According to the 1996
Florida Statistical Abstract, 16.3% of all visitors to Florida visited Bay
County. This would result in 7,009,000 visitors to Bay County.

Including the subject property, there are currently only three direct
neighborhood shopping center competitors for local shop space within the
neighborhood. The two competitors are located approximately five miles to the
east of the subject property along Beckrich Road at Middle Beach and Front Beach
Roads. Both of these shopping centers are well occupied at present. In addition
to the competitive neighborhood shopping centers, the subject property competes
indirectly with non-anchored retail space along Front Beach Road.

POLITICAL AND GOVERNMENTAL FACTORS

Land within the neighborhood is zoned primarily by the city of Panama City
Beach, Florida. The majority of the land along Front Beach road is zoned Tourist
District, which allows for a wide variety of commercial, service and residential
land uses. Industrial, manufacturing, or processing uses, and the sales of
automobiles are prohibited in the Tourist Zoning Districts.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

NEIGHBORHOOD ANALYSIS - (CONTINUED)                                           16

All necessary public utilities are available to the site, including electricity,
sanitary sewer, natural gas, and water. Police and fire protection are provided
by the various municipalities within the neighborhood.

SOCIOLOGICAL FACTORS

The neighborhood is well located with regard to the quality and availability of
services, including medical, educational, recreational, cultural, and
commercial. These services are readily accessible within and near the subject
neighborhood.

CONCLUSIONS

In conclusion, the subject neighborhood consists of a variety of commercial,
service and residential land uses. The neighborhood is a popular tourist
location, and the neighborhood economy is heavily dependent on tourism.
Neighborhood trends appear upward.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                                    SITE PLAN
<PAGE>

                                                                              17

SITE ANALYSIS

The subject property is located at the intersections of and has frontage along
both U.S. Highway 98 (Front Beach Road) and State Road 79. As indicated on the
site plan on the facing page, the subject property is irregular in shape. The
individual site characteristics of the shopping center site are as follows:

Size:                         263,974 Sq. Ft. or 6.06 Acres

Shape:                        Irregular

Street Frontage:              458 feet along the north side of U.S Highway 98
                              and State Road 79.

Topography:                   Relatively level and at grade with the frontage
                              streets

Access:                       Overall accessibility is good. The site is
                              accessible from both directions along U.S. Highway
                              98, a heavily traveled two-lane arterial.

Drainage/Flood Hazard:        According to the FEMA Flood Insurance Rate Map,
                              Community Panel No. 120013 0005 C, effective
                              January 3, 1986, the subject property is not
                              located in a special flood hazard area. The
                              subject property was identified as being within
                              Zone C, which is defined as areas of minimal
                              flooding.

Soils:                        Considered typical and adequate for development as
                              evidenced by the surrounding development. No soil
                              analysis was provided to the appraisers.

Utilities:                    All necessary public utilities are available in
                              sufficient quantities for development.

Easements:                    The property appears to feature standard easements
                              associated with utility use. No easements or
                              encroachments were discovered that would
                              negatively impact the marketability or utilization
                              of the subject property.

Site Improvements:            The property consists of approximately 175,000
                              square feet of asphalt and concrete paving which
                              accommodates 331 parking spaces, according to a
                              site plan provided by the owners. Other
                              improvements include concrete curbing, pylon side
                              and parking lot light standards.

Surrounding Uses:             Commercial and residential uses


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                                                              18

DESCRIPTION OF IMPROVEMENTS

The subject property is a neighborhood shopping center that is comprised of two
buildings containing 3,000 and 64,136 gross square feet, respectively. A
proposed building expansion will bring the larger building to a gross area of
approximately 65,336 square feet, and the overall size of the shopping center to
68,336 gross square feet.

The smaller retail building, which is located near the U.S. Highway 98 frontage,
was built in 1981, and the larger building was originally built in 1983. A
hurricane hit the Panama City area in late 1995 that did substantial damage to
the property. According to Woody Camp, the entire property was re-roofed after
the hurricane. Based on discussions with representatives of the owner and
information obtained at the Panama City Beach Building Department, the Winn
Dixie portion of the building underwent an addition and renovation that was
completed in May 1996. At that time, significant site improvements were
performed, which included a resurfacing of the parking lot.

A portion of the center is now in poor condition. There are 5,070 square feet of
shop space located adjacent to Eckerd Drugs within the primary building of the
shopping center. A 2,050 square foot space located at the rear of the center
with no primary exposure is leased to a laundry service company. This space
consists of minimal tenant finish with exposed concrete block walls and exposed
metal roofing as the ceiling. Management indicated that they have no renovation
plans for this space at this time. However, the owners are planning a renovation
of the remaining 3,020 square feet of vacant shop space as well as a building
expansion that will add 1,200 square feet of leasable area underneath an
existing roofed area. Information supplied by management indicates that the
projected date of completion of the proposed renovation and additions is October
27, 1997.

The shopping center will consist of approximately 68,336 gross square feet upon
completion of the proposed building addition. Including the 1,200 square feet of
proposed gross leasable area within the addition, there are 66,048 square feet
of stated lease area. The difference between gross building area and stated
lease area is due to the Winn-Dixie lease. Their space contains approximately
48,710 gross square feet, but the lease agreement and rent roll state a demised
area of 46,422 square feet.

The basic construction details that follow were obtained from the physical
inspection of the property by the Associate Appraiser on August 9, 1997. The
subject's basic construction details are as follows:

Property Type:      Neighborhood shopping center

Roof:               The larger building has an assumed built-up roof system over
                    rigid insulation and metal decking. The metal decking is
                    supported by steel trusses. The smaller building has a wood
                    truss and deck roof system with assumed built-up roof
                    covering.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

DESCRIPTION OF IMPROVEMENTS                                                   19

Walls:              Exterior walls are brick veneer over concrete block on the
                    building front and painted concrete block on the sides and
                    rear.

Canopy:             The primary building has a combination of dryvit and raised
                    metal seam awnings built on a combination of brick and block
                    columns.

Doors:              Anodized aluminum store front doors. Interior rest room
                    doors are hollow-core wood. Winn-Dixie is equipped with 8' x
                    10' truck high loading doors in the rear building area.

Windows:            Anodized aluminum store fronts with single glazing

Floor Covering:     Either tile or carpet floor covering

Insulation:         Assumed rigid insulation in built-up roof system

Ceilings:           Suspended lay-in acoustic tile with fluorescent light
                    fixtures

HVAC:               Individual roof mounted electric central heating and cooling
                    for each unit. Make unknown.

Plumbing:           At least one restroom in each shop space. Winn Dixie and
                    Eckerd Drugs's are equipped with men's and women's
                    restrooms.

Fire Safety:        The large shopping center building containing Eckerd Drugs
                    and Winn Dixie has a wet sprinkler system. The separate
                    3,000 square foot shop space building is not equipped with a
                    sprinkler system.

Remarks:            The current overall condition of the shop space ranges from
                    below average to poor. However, the majority of the shop
                    space will soon be renovated. The Winn Dixie and Eckerd
                    drugs's Drug spaces are each equipped with mezzanine areas
                    in their rear storage areas.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                                                              20

HIGHEST AND BEST USE

Highest and best Use is defined in the Dictionary of Real Estate Appraisal, 3rd
edition, page 171, as:

          "The reasonably probable and legal use of vacant land or an improved
          property, which is physically possible, appropriately supported,
          financially feasible, and that results in the highest value. The four
          criteria the highest and best use must meet are LEGAL PERMISSIBILITY,
          PHYSICAL POSSIBILITY, FINANCIAL FEASIBILITY, and MAXIMUM
          PROFITABILITY."

Based on this definition, consideration must be given to both the subject land
site as if vacant, and the total property as improved.

HIGHEST & BEST USE - AS VACANT

PHYSICALLY POSSIBLE - The 6.06 acre size of the subject would support a wide
range of uses. All of the necessary utilities and other public services are
available in sufficient quantities to support development. The shape and
configuration is well suited for a neighborhood shopping center. The site has
good access and exposure. The physical characteristics of the site allow for a
wide variety of potential land uses.

LEGALLY PERMISSIBLE - The subject site is zoned The site is currently zoned T3
(Tourist District - Accommodations and Retail Sales). Allowed uses include
apartments, arcades and game rooms, hotels, motels, condominiums, churches,
clubs, lounges, lodges, parking lots, business uses, professional uses, personal
services, drive-in facilities, retail sales and services, and single-family
dwellings.

FINANCIALLY FEASIBLE - The subject's immediate area is developed with primarily
commercial and service uses. Considering the physical characteristics of the
subject property, including its good access and exposure, the most feasible use
of the subject site, if vacant, would be for retail use, including shopping
center development.

MAXIMALLY PRODUCTIVE - In determining the highest and best use of the subject
site, "as if vacant and available", the use which is maximally productive
generally becomes the deciding factor. Maximally productive uses are limited by
the current real estate market, the availability of substitute property for
development, and the growth stage of the area. To be maximally productive, that
use which provides the most return to the land must be selected.

It has previously been determined that it would be physically possible, legally
permissible, and financially feasible to develop the site with a retail use
compatible with the current zoning classification and adjacent use. Therefore,
as of the effective date of appraisal, retail use, including


                                                 H. J. Porter & Associates, Inc.
<PAGE>

HIGHEST AND BEST USE-(CONTINUED)                                              21

shopping center development, is considered to be maximally productive and
therefore the highest and best use of the subject site, as if vacant and
available.

HIGHEST AND BEST USE - AS IMPROVED

The same criteria utilized to determine the highest and best use of the subject
site, as if vacant and available for development, is utilized to determine the
highest and best use of the property, as improved.

The subject site is currently improved with a two building neighborhood shopping
center that currently consists of a 67,136 gross square foot shopping center in
varying stages of condition. The anchor tenant spaces, Winn Dixie and Eckerd
Drugs, are in average to good overall condition. However, the existing 8,070
square feet of shop space is in average to poor overall condition. The owners
are planning to renovate 3,020 square feet of the shop space and to enclose an
additional 1,200 square feet of gross building area to the property, that will
bring the total gross building area to 68,336 square feet.

PHYSICALLY POSSIBLE - The subject buildings are well located on the site with
parking conveniently located near the retail shops. The existing buildings'
contribution to total value is substantial and appears to provide the highest
return to the land. The proposed enclosure of 1,200 square feet of gross
leasable area under an existing area that is roofed is physically possible.

LEGALLY PERMISSIBLE - One of the basic assumptions of this report is that the
subject property as proposed is legally allowed. Please see the Special
Assumptions and Limiting Conditions Section of this report.

FINANCIALLY FEASIBLE - The majority of the shop space within the center is in
below average condition. Approximately 3,020 square feet of shop space is
unleaseable at this time due to poor overall condition. A renovation of the
3,020 square feet of the existing shop space is planned, and a 1,200 square foot
shop space building addition is proposed. The subject's existing shop space is
currently 58% vacant. The high vacancy is mostly attributed to the poor overall
condition of the shop space. Our findings in the market indicate high occupancy
levels within food anchored neighborhood shopping centers. Based on proposed
renovation and addition costs provided by representatives of the owners and
current rental rates found within the market, the proposed renovation and
building addition appear feasible.

MAXIMALLY PRODUCTIVE - The subject property represents a viable functioning
entity. The high vacancy rate within the shop space can be mostly attributed to
the poor overall condition. Based on findings in the market, the current
condition of the shop space is considered an under utilization of the property.
Renovation of the shop space will enable the subject property to be competitive
with other shopping centers in the area. Also, a 1,200 square foot shop space
addition is proposed. Considering the strength of the local shopping center
market and current rental rates within the


                                                 H. J. Porter & Associates, Inc.
<PAGE>

HIGHEST AND BEST USE - (CONTINUED)                                            22

market, the proposed building addition and renovation appears to be the
maximally productive use of the property at this time.

The existing improvements significantly add to the property value as a whole.
There is no other use that can economically substantiate the removal of the
existing improvements. However, the current condition of portions of the shop
space is considered an under utilization of the property. Considering the above
mentioned factors, the highest and best use of the subject property as improved
is for renovation of the 3,020 square feet of existing shop space that is
unleaseable at this time due to poor condition and for the enclosure of 1,200
square feet of gross leasable area under an existing area that is roofed, as
proposed.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                                                              23

THE APPRAISAL PROCESS

The appraisal process is a procedure for estimating the market value of real
property. This process involves gathering all pertinent information available
from the market which may influence the value of the subject property. This data
is then utilized in forming an estimate of value based upon the three generally
accepted approaches to value. These three approaches are the Cost Approach, the
Income Approach, and the Direct Sales Comparison Approach.

COST APPROACH

The Cost Approach is defined as that approach in appraisal analysis which is
based upon the proposition that an informed purchaser would pay no more than the
cost of producing a substitute property with the same utility as the subject
property. It is assumed that the potential purchaser considers producing a
substitute property with the same utility as the property being appraised.

The application of the Cost Approach involves the following steps:

1.   Estimating value of the site as if vacant and available to be put to its
     highest and best use.

2.   Estimating the replacement cost new of the improvements.

3.   Estimating all elements of accrued depreciation.

4.   Subtracting the total accrued depreciation from the replacement cost new of
     the improvements (resulting in an estimate of the present worth of the
     improvements).

5.   Adding the present worth of all the improvements (including site
     improvements) to the estimated site value.

6.   Rounding the figure to an appropriate indication of value.

The major limitations of the Cost Approach is its reliance upon an estimation of
accrued depreciation. Generally, the older the property and the higher the
estimate of accrued depreciation, the less reliable becomes the value indication
from this approach. This is particularly critical in the valuation of older
properties that normally incur greater amounts of depreciation. The Cost
Approach is particularly appropriate when the property being appraised involves
relatively new improvements which represent the highest and best use of the site
or when the improvements are relatively unique or specialized and there is
limited or a total lack of comparable properties which have sold recently.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

THE APPRAISAL PROCESS - (CONTINUED)                                           24

INCOME ANALYSIS

The Income Analysis is defined as that procedure in appraisal analysis which
converts anticipated benefits (dollar income or amenities) to be derived from
the ownership of property into a value estimate. Anticipated future income
and/or reversions are discounted to a present-worth figure through the
capitalization process.

This analysis requires an estimate of market rent based upon comparable rent of
leased properties. This rental estimate is a gross amount and all expenses to
real estate are deducted. These expenses include vacancy and rent loss which,
when subtracted from the gross income, produces the effective gross income.
Other expenses include real estate taxes, management cost, insurance cost, and
maintenance expense. If applicable, a reduction would also be made for services
and utilities. All expense estimates are obtained from the market by comparison
to similar structures.

After all expenses have been subtracted from the gross income, the resulting
figure is the net operating income, which will be capitalized into value. The
capitalization rate is derived from actual sales that have occurred in the
market place. The sales are analyzed in order to estimate the net operating
income of the property. After the net operating income is estimated, it is
divided by the sales price to provide an indication of the overall
capitalization rate. Capitalization rates can also be built up from the market
factors considered most applicable to income-producing properties. After the net
operating income and the capitalization rate are estimated, the net income is
then capitalized into a value indication by the applicable capitalization
technique.

SALES COMPARISON APPROACH

The Sales Comparison Approach is defined as that approach in an appraisal
analysis which is based upon the proposition that an informed purchaser would
pay no more for the property than the cost to him of acquiring an existing
property with the same utility. Presumably, the potential purchaser considers
the alternatives that are available to him and then makes a rational decision
based upon the information he has about those alternatives that are available to
him and then makes a rational decision based upon the information he has about
those alternatives.

The application of the Sales Comparison Approach involves selecting a number of
competitive properties which have recently sold on the market. The information
derived from this section is analyzed through an adjustment process which
develops indications of what the competitive properties would have sold for if
they possessed all the important characteristics of the subject property. These
indications fall into a pattern surrounding one figure which, when appropriately
rounded, is an indication of the market value of the subject property as of the
date of the appraisal.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

THE APPRAISAL PROCESS - (CONTINUED)                                           25

The reliability of this approach is dependent upon the availability and
verification of the comparable sales data. The degree of comparability between
the competitive properties and the subject, and the absence of non-typical
conditions affecting the sales price of those properties are also important
items that are considered. Therefore, this approach is particularly applicable
when an active market provides sufficient quantities of reliable data which can
be verified from authoritative sources.

RECONCILIATION ANALYSIS

The reconciliation analysis is an evaluation process where the appraiser
carefully evaluates value indications from each of the three approaches. The
reliability of each approach to the present appraisal problem is examined and
weight is given to the accuracy, reliability, quantity of data available for use
in each approach, and the approach in which the market participant typically has
the greatest confidence.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                                                              26

LAND VALUE - DIRECT COMPARISON

The subject site is valued by direct comparison with recent sales of other
similarly zoned commercial sites in Bay County, Florida. The sales are analyzed
on the basis of their location and utility relative to the subject. Sales
considered include:

SALE #1

Address/Location:       Northwest corner of Tyndall Parkway and U.S. Highway 22,
                        Callaway, Bay County, Florida

Grantor:                Daniel & Deborah Fioramonti, A.J. & Beatrice Trawick,
                        and Roy Ostertag, under separate transactions that
                        closed simultaneously and assembled from three parcels.

Grantee:                Albertsons, Inc.

Sale Date:              July 24 & July 27, 1995

Sale Price:             $900,000

Cash Equiv Price:       $900,000

Terms:                  Cash to seller

Recorded:               O.R. Book 1577 Pages 20, 1500, 1501.  Bay County

Verified By:            Walter Abbott, MAI

Rights Conveyed:        Fee simple title

Land Size:              Acres: 6.5     Square Feet: 283,140

Zoning:                 General Commercial

Highest & Best Use:     Commercial

Use At Sale:            Vacant

Topo/Drainage:          Generally level

Access/Visibility:      Good/Good

Utilities:              All available

Remarks:                This parcel is a prime, corner, commercial parcel in the
                        north section of the Tyndall Parkway Corridor. The
                        assemblage of three parcels from three different owners
                        was necessary to obtain enough land for the Albertson's
                        Grocery Store. The site has approximately 440 feet of
                        frontage on Tyndall Parkway and 500 feet along Highway
                        22.

Indicators of Value:    PRICE PER ACRE:     $138,462


                                                 H. J. Porter & Associates, Inc.
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    27

SALE #2

Address/Location:       3621 U.S. Highway 231, Bay County, Florida

Grantor:                Bauman Chiropractic Clinic, PA

Grantee:                Transmitter Crossing, LLC

Sale Date:              May 28, 1996

Sale Price:             $625,000

Cash Equiv Price:       $625,000

Terms:                  Cash to seller

Recorded:               O.R. Book 1635 Page 1779     Bay County

Verified By:            Walter Abbott, MAI

Rights Conveyed:        Fee simple title

Land Size:              Acres: 6.45     Square Feet: 280,962

Zoning:                 General Commercial

Highest & Best Use:     Commercial

Use At Sale:            Vacant

Topo/Drainage:          Level; typical of the area

Access/Visibility:      Good; Good

Utilities:              All available

Remarks:                This site has approximately 516 feet of frontage on
                        Highway 231 and about 510 feet of frontage on
                        Transmitter Road. This site does not include the
                        immediate corner of Transmitter Road and Highway 231.
                        This property included two small, old residential
                        structures which did not contribute to the value of the
                        property. The site has been developed with a Winn-Dixie
                        Marketplace.

Indicators of Value:    PRICE PER ACRE:     $96,899


                                                 H. J. Porter & Associates, Inc.
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    28

SALE #3

Address/Location:       Northwest corner of Middle Beach Road and Beckrich Road,
                        Bay County, Florida

Grantor:                Bennetts Reef, Inc. & Mary Sue Wells, Leclere Eubanks &
                        Madelene Coggin Culpepeer, Co-Trustee

Grantee:                Sembler Family Partnership #8, Ltd.

Sale Date:              September 1993

Sale Price:             $850,100

Cash Equiv Price:       $850,100

Terms:                  Cash to seller

Recorded:               O.R. Book 1453 Page 768 & 772 Bay County

Verified By:            Walter Abbott, MAI

Rights Conveyed:        Fee simple title

Land Size:              Acres: 9.45     Square Feet: 411,642

Zoning:                 General Commercial

Highest & Best Use:     Commercial

Use At Sale:            Vacant

Topo/Drainage:          level; Adequate

Access/Visibility:      Good; good

Utilities:              All available

Remarks:                The property has 640 feet of frontage along Middle Beach
                        Road and 666 feet on Bechrich Road. It is presently
                        improved with a Publix anchored shopping center.

Indicators of Value:    PRICE PER ACRE:     $89,958


                                                 H. J. Porter & Associates, Inc.
<PAGE>

LAND VALUE-DIRECT COMPARISON (CONTINUED)                                      29

Sale #4

Address/Location:       North side of Middle Beach Road approximately 1/4 of a
                        mile east of Bechrich Road, Bay County, Florida

Grantor:                N/A

Grantee:                N/A

Sale Date:              Current Listing

Asking Price:           $600,000

Cash Equiv Price:       $600,000

Terms:                  Cash to seller

Verified With:          Selling Agent - Jason Oakes (850-233-9944)

Verified By:            Matt Rice, H.J. Porter & Associates

Date Verified:          08\20\97

Rights Conveyed:        Fee simple title

Land Size:              Acres: 6.0     Square Feet:     261,360

Zoning:                 T-2 (Tourist District)

Highest & Best Use:     Commercial

Use At Sale:            Vacant

Topo/Drainage:          Level/adequate

Access/Visibility:      Good/Good

Utilities:              All available

Remarks:                According to the listing agent, the site is zoned T-2,
                        which allows for shopping center development. All
                        necessary utilities are available. The site has
                        approximately 600 feet of frontage on Middle Beach Road.

Indicators of Value:    PRICE PER ACRE:     $100,000


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                  [GENERAL HIGHWAY MAP OF BAY COUNTY FLORIDA]

                                 LAND SALES MAP
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    30

Land Sales 1 through 4 detailed above are compared to the subject's shopping
center site and adjusted to the subject for notable differences. These
adjustments are made in the adjustment grid below.

<TABLE>
=====================================================================================================================
                                                  LAND SALES COMPARISON GRID
=====================================================================================================================
<S>                           <C>                   <C>                 <C>             <C>             <C>
Comp. Number                            Subject                  #1              #2              #3              #4
Grantor                                             Ostertag, Et Al          Bauman        Bennetts             N/A
Grantee                                                  Albertsons     Transmitter         Sembler             N/A
Location                      Panama City Beach        Callaway, FL     Bay Co., FL     Bay Co., FL     Panama City
                                                                                                              Beach
Cash Eq. Price                                             $900,000        $625,000        $850,100        $600,000
Date of Sale                             8/9/97             6/27/95         5/28/96         9/15/93          8/9/97
Land Size (ACRE)                           6.06                6.50            6.45            9.45            6.00
=====================================================================================================================
ADJUSTMENTS                                                      #1              #2              #3              #4
Conditions of Sale                                           Normal          Normal          Normal          Normal
Net Adjustment                                                   $0              $0              $0              $0
Market Conditions                                             6.36%           3.60%          11.70%           0.00%
(Time) @ 3% /year
=====================================================================================================================
Preliminary Adj. Price                                     $957,240        $647,500        $949,562        $600,000
Preliminary Adj. Price/ACRE                                $147,268        $100,388        $100,483        $100,000
=====================================================================================================================
PHYSICAL DIFFERENCES                                             #1              #2              #3              #4
Location                                                         0%             10%              0%             10%
Access/Exposure                                                -15%              0%              0%              0%
Listing Status                                                   0%              0%              0%            -10%
Subtotal-Physical                                              -15%             10%              0%              0%
=====================================================================================================================
Adjusted Price                                             $813,654        $712,250        $949,562        $600,000
Adjusted Price/Acre                                        $125,178        $110,426        $100,483        $100,000
Size                                                           1.01            1.01            1.09            1.00
Adjusted Price Per Acre                                    $126,429        $111,531        $109,526        $100,000
=====================================================================================================================
</TABLE>


                                                 H. J. Porter & Associates, Inc.
<PAGE>

LAND VALUE - DIRECT COMPARISON (CONTINUED)                                    31

The comparable sales listed above were adjusted to the subject for:

Conditions of Sale:     All sales were normal arm's length transactions that
                        required no adjustments.

Time:                   Considers an increase in value of 3% per year over the
                        past several years. This is based on general trends as
                        there were no sales/resales found with which to compare.

Location:               Sales No. 2 and No. 4 are inferior in location requiring
                        upward adjustments. Both of these sales are located in
                        areas of less intense commercial development.

Access/Exposure:        Sale No. 1 is superior to the subject in corner
                        influence. No other adjustments for access/exposure were
                        required.

Listing Status:         Sale No. 4 was adjusted downward for its listing status.

Size:                   All sales were adjusted using the Dilmore Size
                        adjustment table. This table is based on the fact that a
                        property's price per unit is generally inversely related
                        to its size.

The comparable sales after adjustment, indicate a range of value from $100,000
to $126,429 per acre. Most emphasis was placed on Sales No. 1 through No. 3.
Based on these adjusted sales, the subject site, "As if Vacant", is valued as:

      ==================================================================
                      ESTIMATED LAND VALUE - AS IF VACANT
      ==================================================================
       6.06     Acres @     $110,000     per Acre     =        $666,600
      
                                                   ROUNDED:    $667,000
      ==================================================================


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                                                              32

COST APPROACH TO VALUE

The cost factors used are from the Marshall Valuation Service, a national cost
service indexed to the Panama City market and found to be reliable and
consistent with costs incurred by builders within the area. The cost factors
from this cost service are inclusive of architect/engineering fees, construction
period interest, contractors overhead and profit, and normal site prep costs.
Excluded are site improvements such as paving, landscaping, etc., land costs,
and indirect costs such as developers profit and permanent loan fees.

Calculations of total building replacement costs are:

================================================================================
                            Valuation - Cost Approach
================================================================================
Estimated Replacement Cost New - [MARKET]

Good Class "C" - Sec 13, Pg 19
Base Cost                                 $56.83
Sprinkler System                           $1.80
Total Base Cost                           $58.63
Current Cost Multiplier      X              1.04
Local Cost Multiplier        X              0.85
Perimeter Multiplier         X              0.83
GBA                 48,710 Sq. Ft. @      $43.02 per Sq. Ft. = $2,095,407
Canopy @                30% of Base Cost
                      3,120 Sq. Ft X      $12.91 per Sq. Ft. =    $40,265

Estimated Replacement Cost New - [NEIGHBORHOOD SHOPPING CENTER]

Average Class "C" - Sec 13, Pg 27
Base Cost                                 $46.08
Sprinkler System                           $1.50
Total Base Cost                           $47.58
Current Cost Multiplier      X              1.04
Local Cost Multiplier        X              0.85
Perimeter Multiplier         X              0.93
GBA                 19,626 Sq. Ft. @      $39.12 per Sq. Ft. =   $767,700
Canopy @                25% of Base Cost
                     2,200 Sq. Ft X        $9.78 per Sq. Ft. =    $21,514

TOTAL REPLACEMENT COST NEW - ALL STRUCTURES                    $2,924,886
================================================================================


                                                 H. J. Porter & Associates, Inc.
<PAGE>

COST APPROACH TO VALUE - (CONTINUED)                                          33

INDIRECT COST

Indirect costs including developer's entrepreneurial profit and permanent loan
fees are added to the subject's direct cost to estimate the total value of the
subject property via the Cost Approach. Developer's entrepreneurial profit is
added at 20% based upon sales of new shopping centers, discussions with
Developers and Brokers, and with consideration given to the cross
collateralization of the portfolio of retail properties to which the subject is
a part. Permanent loan fees are added at the amount typically charged by lenders
- - 2% of the loan amount (1% construction - 1% permanent).

ACCRUED DEPRECIATION AND OBSOLESCENCE

The subject property is appraised assuming renovation of the shop space that is
in poor condition. Consequently, there are no items of deferred maintenance. The
subject's effective age is less than its actual age due to the recent and
proposed additions and renovations. Incurable physical depreciation is estimated
using the economic age/life method and calculated as:

    =======================================================================
    Depreciation - Physical Incurable
         Effective Age:                                             9 Years
         Economic Life New:                                        40 Years
         Percentage Depreciation (Effective Age / Life New)          22.50%
    -----------------------------------------------------------------------
         Dollar Depreciation - Incurable Long Lived Items
                       $2,924,886       x        22.50%            $658,099
    =======================================================================


                                                 H. J. Porter & Associates, Inc.
<PAGE>

COST APPROACH TO VALUE - (CONTINUED)                                          34

Based on inspection of the subject property and its neighborhood, there is no
functional or external obsolescence.

Site improvements are added at their depreciated values and the underlying
vacant shopping center site land value is added as arrived at previously by
comparison. The calculation of Value by the Cost Approach is presented in
tabular form on the following page.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

COST APPROACH TO VALUE - (CONTINUED)                                          35

<TABLE>
<CAPTION>
====================================================================================================================================
                                                      VALUATION - COST APPROACH
====================================================================================================================================
<S>                                             <C>            <C>                 <C>             <C>                    <C>
DIRECT COST
Total Replacement Cost New - Structures (from prior page)                                                                 $2,924,886
LESS DEPRECIATION:                                                                 Curable          Incurable
                                                                                   -------          ---------
Physical                                                                                 0           $658,099
Functional                                                                               0                 $0
External                                                                                 0                 $0
Total                                                                                    0                 $0               $658,099
                                                                                                                            --------
Depreciated Cost of Shopping Center                                                                                       $2,266,786
Add: Site Improvements                             Area        Cost/Sq. Ft.         % Dep.           Cost New
                                                   ----        ------------         ------           --------
Asphalt Paving                                  170,000                  $2            10%           $229,500
Concrete Paving                                   5,000                  $2             5%             $8,313
Concrete Curbs                                    1,000                  $8            10%             $6,750
Light Poles                                    Lump Sum                                               $16,000
Landscaping                                    Lump Sum                                               $20,000
Total Site Improvements                                                                                                     $280,563
                                                                                                                            --------
Total Depreciated Cost New                                                                                                $2,547,349
INDIRECT COST
Developer Profit                                       20% of Total Cost/Land                       $642,870
Permanent Loan Fees@                                    2% of Loan Amount
(Loan basis =                                          75% of Land/Bldg Cost)                        $57,858
Marketing/Lease Commission                                                                           $30,000
TOTAL INDIRECT COST                                                                                                         $730,728
                                                                                                                            --------
TOTAL REPRODUCTION COST NEW                                                                                               $3,278,078
LAND VALUE (from previous section)                                                                                          $667,000
                                                                                                                            --------
PRELIMINARY VALUE BY COST -                                                                                               $3,945,078
                                                                                                (Rounded)                 $3,950,000
====================================================================================================================================
</TABLE>


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE                                                      36

As a primary approach to value for the subject, the estimated net operating
income is capitalized into a value estimate by use of an overall capitalization
rate. In arriving at a net operating income, consideration is given to rentals
and expenses which are incurred in the operation of the property.

The shopping center currently consists of 64,848 square feet of rentable area.
Management is planning a renovation of 3,020 square feet of shop space, as well
as a building expansion that will add 1,200 square feet of leasable area. At
completion of the proposed addition and renovation, the subject property will
consist of a gross leasable area of 66,048 square feet. The following analysis
assumes completion of proposed property addition and renovation, as well as
stabilized occupancy.

CONTRACT RENT

There are currently four tenants at the subject property. The anchor tenant
space, which amounts to 56,778 square feet (46,422 Sq.Ft. - Winn Dixie and
10,356 Sq.Ft. - Eckerd Drugs's) is 100% occupied. Including the 1,200 square
foot proposed addition, the 9,270 square feet of shop space is currently 63%
vacant. A 2,050 square foot space is leased through March 31, 1999 to Helen
Harris who operates a laundry service and a 1,350 square foot space is leased on
a month to month basis to Express Coin Laundry. Summaries of each lease are
included in the Addendum of the report.

<TABLE>
<CAPTION>
========================================================================================
                              SUMMARY OF CURRENT CONTRACT RENTS
========================================================================================
<S>                           <C>            <C>             <C>              <C>       
Tenant                        Sq.Ft.         Rent/Sq.Ft      Annual Rent      Expiration
- ----------------------------------------------------------------------------------------
Winn Dixie                    46,422         $6.96           $322,978         10/31/14

Eckerd drugs's Drugs          10,356         $5.26           $54,432          7/23/03

Helen Harris - H&P  Laundry   2,050          $4.10           $8,400           3/31/99

Express Coin Laundry          1,350          $10.40          $14,040          Mo. To Mo.

Vacant                        1,650          N/A             N/A              N/A

Vacant                        1,820          N/A             N/A              N/A

Vacant                        1,200          N/A             N/A              N/A

Vacant                        1,200          N/A             N/A              N/A
                              -----                          ---                 
Total                          66,048                          $399,850
========================================================================================
</TABLE>


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                               COMPARABLE RENTALS
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        37

POTENTIAL GROSS INCOME

The subject property is anchored by Winn Dixie Marketplace containing 46,422
square feet of stated leased area, and Eckerd drugs's with 10,356 square feet.
Upon completion of proposed renovation and additions, the property will contain
9,270 square feet of gross leasable shop space.

In order to determine whether the current shop space rents are commensurate with
local market rents as well as to determine the market rents for the vacant
tenant spaces, six comparable neighborhood shopping centers within Bay County,
Florida were inspected, surveyed, and compared to the subject. Comparable
rentals considered for the subject's non-anchored space are shown on the
following pages.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        38

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

                                RENT COMPARABLE 1

NAME:                   Middle Beach Shopping Center
LOCATION:               NWC of Middle Beach Road and Bechrich Road Panama
                        City, FL
YEAR BUILT:             1994
SIZE:                   69,877 Sq.Ft. GLA
ANCHORS TENANTS:        56,077 Sq.Ft.   Publix
                        13,800 Sq.Ft.   Local Shop
                        69,877 Sq.Ft.   GLA
SHOP TENANTS:           Movie Gallery, Far Horizon's Travel, Office
                        Express, Classique Hair Styles, Jan's Pizza, Jane's
                        Hallmark, Herb Shop, Baskin Robbins, etc.
SHOP SPACE RENTS:       $11.00 - $14.00 per Sq.Ft.
EXP. CONTRIBUTIONS:     Taxes, CAM and Insurance
SHOP OCCUPANCY:         100%
VERIFIED WITH:          Jamestown Management (770) 805-1000 - 8/19/97
REMARKS:                The center is 100% occupied. It is located on
                        Middle Beach Road, one block south of
                        Front Beach Road. Management indicated
                        that actual rental rates for shop space
                        range from $11.00 - $14.00 per square
                        foot, annually. It is located in a busy
                        tourist area.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        39

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

                                RENT COMPARABLE 2

NAME:                   Shoppes at Edgewater
LOCATION:               NEC of Front Beach Road and Bechrich Road Panama
                        City Beach, FL
YEAR BUILT:             1985
SIZE:                   143,808 Sq.Ft. GLA
ANCHORS TENANTS:        45,520 Sq.Ft.   Food World
                        26,929 Sq.Ft.   Cinema 10
                        8,640 Sq. Ft.   Eckerds
                        62,719 Sq.Ft.   Local Shop
                        143,808 Sq.Ft.  GLA
SHOP TENANTS:           Food World, Cinema 10, Eckerd drugs's, Subway, Post
                        net, Q-Zar, Rainforest trading Co., Dakota Grill,
                        Granny's ice Cream, Montego Bay, Beach Scene, etc.
SHOP SPACE RENTS:       $10.00 - $12.00 per Sq.Ft.
EXP. CONTRIBUTIONS:     Taxes, CAM and Insurance
SHOP OCCUPANCY:         94%
VERIFIED WITH:          Seltzer Management (904) 233-9944 - 8/19/97
REMARKS:                Management quoted asking rates on vacant space from
                        $10.00 to $12.00 per square foot. The
                        asking rate for a 2,270 square foot
                        vacant space is $12.00 per square foot.
                        The asking rate for a 1,600 square foot
                        vacant space, which lacks direct
                        exposure, is $10.00 per square foot.
                        This shopping center is well located in
                        a busy tourist area. Management
                        indicated that reimbursements are
                        running $1.71, including $.44 per square
                        foot annually for insurance.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        40

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

                                RENT COMPARABLE 3

NAME:                   Magnolia Plaza Shopping Center
LOCATION:               2419 Thomas Drive Panama City, FL
YEAR BUILT:             1994
SIZE:                   70,000 Sq.Ft. GLA +/-
ANCHORS TENANTS:        50,000 Sq.Ft.   Delchamps +/-
                        9,000 Sq. Ft.   Harco Super Drugs
                        11,000 Sq.Ft.   Local Shop +/-
                        70,000 Sq.Ft.   GLA
SHOP TENANTS:           Movie Gallery, The Fudge Factory, Post Net, Beach
                        Chiropractic, Rupert's Cleaners, etc.
SHOP SPACE RENTS:       Approximately $10.00 per square foot
EXP. CONTRIBUTIONS:     Taxes, CAM and Insurance
SHOP OCCUPANCY:         100%
VERIFIED WITH:          Cumming-White-Spunner (334) 476-6000 - 8/19/97
REMARKS:                The center is 100% occupied. It is located on
                        Thomas Drive near the entrance to Bay
                        Point. Management indicated that actual
                        rental rates for shop space are in their
                        opinion below market.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        41

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

                                RENT COMPARABLE 4

NAME:                   23rd Street Plaza
LOCATION:               616-676 W. 23rd Street, Panama City, FL
YEAR BUILT:             1986
SIZE:                   99,756 Sq.Ft. GLA
ANCHORS TENANTS:        48,000 Sq.Ft.    Publix
                        9,000 Sq.Ft.     Party Universe
                        42,756 Sq.Ft.    Local Shop
                        99,756 Sq.Ft.    GLA
SHOP TENANTS:           Professional Print Graphics, Transouth, Ice Cream,
                        Olan Mills, Heaven & Earth, Play It Again Sports,
                        CiCi's Pizza, 4th Dimension Hair, etc.
SHOP SPACE RENTS:       $9.50 - $12.00 per Sq.Ft.
EXP. CONTRIBUTIONS:     Taxes, CAM and Insurance
SHOP OCCUPANCY:         92%
VERIFIED WITH:          Stan Farrell (leasing Agent) (800) 277-0606 -
                        8/18/97
REMARKS:                The asking rate for a 3,600 square foot space is
                        $9.50 per square foot. Also, a 1,400 square foot
                        space was recently leased for $11.75 per square
                        foot. Only a rental range for the shop space was
                        given. The overall condition and quality of this
                        shopping center is good. According to management,
                        the total reimbursements are running $1.33 per
                        square foot annually.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        42

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

                                RENT COMPARABLE 5

NAME:                   Stanford Station
LOCATION:               730 W. 23rd Street Panama City, Florida
YEAR BUILT:             1983
SIZE:                   88,687 Sq.Ft. GLA
ANCHORS TENANTS:        42,800 Sq.Ft.    Food World
                        9,000 Sq.Ft.     CVS Pharmacy
                        36,887 Sq.Ft.    Local Shop
                        88,687 Sq.Ft.    GLA
SHOP TENANTS:           TCBY, Beepers Unlimited, Harrison Jewelers, Buster
                        Brown Shoes, Mens Fabricks, FL Linen Outlet, Mount
                        Olive Health Foods, MK Designs, etc.
SHOP SPACE RENTS:       $10.00 - $12.00 per Sq.Ft.
EXP. CONTRIBUTIONS:     Taxes, CAM, Insurance
SHOP OCCUPANCY:         89%
VERIFIED WITH:          Faison Realty (904) 785-0350 8/18/97
REMARKS:                The agent would not verify specific rents of the
                        tenants. Only a rental range for the shop space was
                        given. The asking rate for 1,200 and 2,800 square
                        foot vacant spaces are $11.50 and $10.50 per square
                        foot, respectively. According to the agent, costs
                        for taxes, insurance and CAM are running about
                        $1.75 per square foot annually.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        43

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]

                                RENT COMPARABLE 6

NAME:                   Albertsons
LOCATION:               Northwest corner of 23rd Street and U.S. Highway 77
                        Panama City, FL
YEAR BUILT:             1980 +/-
SIZE:                   Anchors:              45,000 Sq.Ft. +/-
                        Local Shop Space:     23,700 Sq.Ft.
                        Total                 68,700 Sq.Ft +/-
ANCHOR TENANTS:         Albertson's
SPACE RENT:             $9.50 per Sq.Ft. (Asking)
EXP. CONTRIBUTIONS:     Pro rata share of taxes, insurance & CAM
SHOP OCCUPANCY:         88%
VERIFIED WITH:          Marl Cummings (334) 476-6000, 8/19/97
REMARKS:                This is an older center that is well located near
                        the Panama City Mall. The asking rate
                        for a 2,800 square foot vacant space is
                        about $9.50 per square foot. Typical
                        terms are 3-5 years flat within the
                        center. CAM charges have been running
                        between $1.58 and $1.64 per square foot
                        in recent years.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        44

Rental rates for shop space in the six anchored shopping center comparables
range from $9.50 to $14.00 per square foot. The following table illustrates a
summary of local shop space rents within the comparables.

<TABLE>
<CAPTION>
==================================================================================================================
                                             COMPARABLE RENTAL SUMMARY
==================================================================================================================
<S>                              <C>             <C>              <C>           <C>           <C>           <C>   
Local Rent                       #1              #2               #3            #4            #5            #6

Local Shop Space (Sq. Ft.)       13,800          62,719           11,000        42,756        36,887        23,700

Space Available (Sq. Ft.).       0               3,870            0             3,600         4,000         2,800

Local Shop Vacancy               0%              6%               0%            8%            11%           12%

Annual Rents Per Sq. Ft.         $11-14          $10-12           $10           $9.50-12      $10-12        $9.50
==================================================================================================================
</TABLE>


According to plans indicated by management, the 9,270 square feet of shop space
is proposed to be divided into six tenant spaces. The six tenant spaces range in
size from 1,200 to 2,050 square feet. Four of the spaces are considered to have
similar exposure and market orientation as found in the above competitors, and
the market rental rate should fall within the established market range.
Considering the proposed renovation, the subject's market rents within the four
shop spaces with good exposure are estimated in the $10.00 - $10.50 per square
foot range.

Two of the subject's spaces are located in the back portion of the shopping
center with no direct exposure. One of these spaces, a 2,050 square foot space
that is presently leased to Helen Harris who operates a laundry service from the
premises, contains minimal tenant finish including exposed concrete flooring,
exposed metal roof and painted concrete block interior walls. Management has no
plans to renovate the space, and the space appears well suited for the current
tenant. Considering these factors, the current contract rent of $4.10 per square
foot annually appears at market. The other space without direct exposure
consists of 1,820 square feet that is a part of the proposed renovation.
Considering its lack of primary exposure and its expected good condition upon
completion, a rental rate of $7.00 per square foot is projected. Management at
the subject indicated that they are currently marketing this space to a
prospective office tenant.

The following table illustrates the current contract rents and the concluded
market rents for the subject shop space.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        45

             SUMMARY OF CONTRACT AND MARKET RENTS FOR THE SHOP SPACE

================================================================================
Tenant                           Size       Contact Rent/SF     Estimated Market
                                                                    Rent/SF
================================================================================
Helen Harris - Laundry           2,050           $4.10                $4.10

Vacant - No Primary Exposure     1,820            N/A                 $7.00

Vacant - Primary Exposure        1,200            N/A                $10.50

Vacant - Primary Exposure        1,200            N/A                $10.50

Express Coin Laundry             1,350          $10.40               $10.40

Vacant - Primary Exposure        1,650            N/A                $10.50
================================================================================

As with most modern neighborhood shopping centers, shop space tenants pay their
pro rata share of taxes, insurance, arid common area maintenance. No other
expense contributions are included. Express Coin Laundry is currently paying a
15% CAM and insurance administration charge. However, this tenant is on a month
to month agreement and the long-term prospects for this tenant are in question.
Considering the age of the subject property, the projected market rents, and
overall market conditions, additional expense contributions for CAM and
insurance administrative fees, % of base rent for management fee, and per square
foot reserve for structural maintenance have not been included in this analysis.

The contract rents for Winn Dixie and Eckerd Drugs, like most signature stores,
are a function of the development cost and negotiations between developer and
tenant. The Winn Dixie rent at $6.96 per square foot is within the range of
rental rates for other similar sized food anchors. However, the current rental
rate for Eckerd Drugs's at $5.26 per square foot is below the range of rental
rates for similar sized anchors as illustrated in the following table.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        46

<TABLE>
<CAPTION>
====================================================================================================================================
Tenant                       Location                              Year                       Size-Sq-Ft.              Rent/Sq.Ft.
====================================================================================================================================
<S>                          <C>                                   <C>                           <C>                      <C>  
Winn Dixie                   Alabaster, AL                         1993                          44,000                   $6.50
Winn Dixie                   Panama City, FL                       1993                          44,000                   $7.15
Winn Dixie                   Moody, AL                             1993                          44,000                   $7.00
Winn Dixie                   Chalkville, AL                        1994                          51,250                   $6.50
Winn Dixie                   Alexander City, AL                    1994                          44,000                    6.75
Winn Dixie                   Chattanooga, TN                       1994                          44,000                    7.05
Winn Dixie                   Anniston, AL                          1995                          44,000                   $7.70
Winn Dixie                   Birmingham, AL                        1995                          44,000                   $6.95
Winn Dixie                   Mobile, AL                            1996                          51,282                   $8.00
Winn Dixie                   Dalton, GA                            1996                          44,000                   $9.26
Winn Dixie                   Trussville, AL                        1996                          44,000                   $8.15
Winn Dixie                   Mobile, AL                            1997                          44,000                   $9.00
Winn Dixie                   Pensacola, FL                         1997                          44,500                   $8.60
Winn Dixie                   Cantonment, FL                        1997                          44,000                   $7.75
Winn Dixie                   Parker, FL                            1997                          44,000                   $7.80
Winn Dixie                   Mobile, AL                            1997                          44,000                   $8.85
Winn Dixie                   Fairhope, AL                          1997                          51,282                   $9.25
====================================================================================================================================

====================================================================================================================================
Drugs for Less               Birmingham, AL                        1993                          18,000                   $7.50
Harco Drugs                  Birmingham, AL                        1993                          12,876                   $5.95
Harco Drugs                  Pell City, AL                         1993                           9,100                   $7.50
Harco Drugs                  Alabaster, AL                         1993                           9,100                   $8.50
Big B Drugs                  Chattanooga, TN                       1994                           8,470                   $7.00
Harco Drugs                  Tuscaloosa, AL                        1994                          10,160                   $7.90
Revco                        Anniston, AL                          1995                           9,240                   $7.75
Scotty's                     Parker, FL                            1995                          19,880                   $6.25
Revco                        Cantonment, FL                        1997                           9,240                   $7.75
Drugs for Less               Birmingham, AL                        1995                          18,000                   $7.00
Revco                        Dalton, GA                            1996                           8,450                   $9.75
Harco Drugs                  Mobile, AL                            1997                          10,125                   $8.25
====================================================================================================================================
</TABLE>


According to discussions with management and information found on the rent roll,
Winn Dixie pays its pro-rata share of common area maintenance and pro-rata share
of any increases over base year taxes and insurance, which are $12,400 and
$8,595, respectively. Eckerd's pays its pro-rata share of common area
maintenance and pro-rate share of increases over base year taxes. The base year
tax amount is $12,400, according to information on the rent roll. Eckerd's does
not contribute to the landlord's insurance expenses.

The Winn Dixie and Eckerd's leases call for percentage rents. No information was
provided that indicated that percentage rents have been collected in recent
years. As such, no income from percentage rent is estimated.

The Eckerd's lease is considered below market. There are approximately six years
remaining on the original lease agreement, and Eckerd's has four, five year
renewal options. In other areas of Bay


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        47

County, Eckerd Drugs has vacated space within shopping centers in recent years
and is occupying free-standing buildings. However, considering the favorable
terms of the lease, consideration must be given to the possibility of Eckerd
Drugs exercising renewal options.

The Potential Gross Income is the sum of the subject's contract rents plus
expense reimbursements for the pro rata share of taxes, insurance, and common
area maintenance. No administrative fees, reserves or management fee
reimbursements are included in this analysis. The Potential Gross Income is
calculated in the following table.

================================================================================
                             POTENTIAL GROSS INCOME
================================================================================
Anchor Tenants
 Winn Dixie              46,422 sq.ft. @  $6.96 = $322,978
 Eckerds                 10,356 sq.ft. @  $5.26 =  $54,432
Subtotal                 56,778 sq.ft.                           $377,410
Non-Anchor Tenants
 Helen Harris             2,050 sq.ft. @  $4.10 =   $8,400
 Vacant                   1,820 sq.ft. @  $7.00 =  $12,740
 Vacant                   1,200 sq.ft. @ $10.50 =  $12,600
 Vacant                   1,200 sq.ft. @ $10.50 =  $12,600
 Express Coin             1,350 sq.ft. @ $10.40 =  $14,040
Laundry
 Vacant                   1,650 sq.ft. @ $10.50 =  $17,325
Subtotal                  9,270                                   $77,705
                                                                  -------
Total Rental Income      66,048 sq.ft.                           $455,115
Expense Contributions
 Eckerds                 10,356 sq.ft.
  Taxes                         sq.ft. @  $0.42 =   $4,299
  CAM                           sq.ft. @  $0.38 =   $3,935
 Winn Dixie              46,422
  Taxes                         sq.ft. @  $0.42 =  $19,269
  Insurance                     sq.ft. @  $0.37 =  $17,153
  CAM                           sq.ft. @  $0.38 =  $17,640
Non-Anchor Tenants
 CAM Admin., St. Res., Mgt.                             $0
 CAM, Tax, Ins.           9,270 sq.ft. @  $1.48 =  $13,720
                         66,048                                   $76,017
                                                                  -------
POTENTIAL GROSS INCOME                                           $531,132
================================================================================


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        48

EFFECTIVE GROSS INCOME

Stabilized vacancy and collection loss is subtracted from Potential Gross Income
to estimate the Effective Gross Income. Winn Dixie and Eckerd Drugs have
extended lease terms and are considered credit anchor tenants. As such, no
vacancy and credit loss is calculated on their income. The possibility exists
that Eckerd Drugs's will vacate the space at the end of the initial lease term
in July 2003. However, considering the below market lease, the remaining lease
period, and the time available for the landlord to find a new anchor tenant for
this space if vacated, no vacancy and credit loss was estimated for the Eckerd
Drug's space.

Local shop space in the six comparable shopping centers ranged from 88% to 100%
occupied. There is good demand for local shop space in food anchored shopping
centers throughout the Bay County area. Considering the size of the shop space,
the proposed renovation of the subject, the strength of the market, the
subject's anchor tenants, and the physical locations of the subject spaces
within the shopping center, the stabilized vacancy and collection loss for the
subject's non-anchored shop space is estimated to be 10% ($91,425) times 10% =
$9,143 of base rent and expense reimbursements. The effective gross income is
calculated as follows.

                $531,132         Potential Gross Income
                  $9,143         Vacancy and Collection Loss
                  ------                                    
                $521,989         Effective Gross Income

OPERATING EXPENSES

After estimating Effective Gross Income, all applicable expenses are deducted to
arrive at Net Operating Income. A two year operating expense was provided by
management. The historical expenses are displayed in the following table.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        49

                        OPERATING EXPENSES - (CONTINUED)

        ============================================================
                            Historical Expenses
        ============================================================
                                          1995                 1996
                                          ----                 ----
        Income
        Gross Rents                   $421,444             $435,351
        Total Income                  $421,444             $435,351
        Expenses
        Cleaning/maintenance           $11,072              $13,712
        Insurance                      $31,479              $40,734
        Repairs                         $3,659
        Taxes                          $17,143               17,134
        Utilities                       $5,823               $7,346
        Other                           $5,122              $20,834
        Total Expenses                 $74,298              $99,760
                                       -------              -------
        Net Operating Income          $347,146             $335,591
        ============================================================

No management fee was included in the above historical expense statement
provided by management. Little emphasis was placed on the subject's historical
expenses due to the high vacancy rate within the shop space in recent years. To
estimate the appropriate expense levels, statements from similar shopping
centers in the southeast are analyzed and representatives with local management
companies were interviewed.

The expense comparables are presented below and on the following pages.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED) 50

OPERATING EXPENSES - (CONTINUED)

   Comparable # 1

   Project Name:                 Delchamps Plaza North
   Location:                     McFarland & Watermelon Road Tuscaloosa, AL
   Year Built:                   1986              GLA: 59,389 SF
   Source:                       Year End Statement
   Type Center:                  Neighborhood
   Analysis Year:                1995              Analysis By: DPM


          Item                          Total             $/SF             %PGR
          ----                          -----             ----             ----
   Potential Gross Rent:             $459,768            $7.74           100.0%
   Less Vac/Credit Loss:                $-603           $-0.01            -0.1%
                                        -----           ------           ------
   Effective Gross Rent:             $459,165            $7.73            99.9%
   + CAM/Reimbursements:              $41,120            $0.69             8.9%
   + Misc Income:                      $3,439            $0.06             0.7%
                                        -----           ------           ------
   Effec. Gross Income:              $503,724            $8.48           100.0%

         Item                           Total             $/SF             %EGI
         ----                           -----             ----             ----
   Less Expenses:
     Management:                      $30,762            $0.52             6.1%
     Ad Valorem Tax:                  $33,939            $0.57             6.7%
     Insurance:                        $4,915            $0.08             1.0%
     Administration Expense:           $1,391            $0.02             0.3%
     CAM:                             $41,892            $0.71             8.3%
     Miscellaneous:                    $8,765            $0.15             1.7%

   Total Expenses:                   $121,664            $2.05            24.2%
                                     --------            -----            -----
   Net Operating Income:             $382,060            $6.43            75.8%
                                     ========            =====            =====


Comments: Utilities expense included in CAM. Miscellaneous expense is non-pass
          through expense for building repair.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        51

OPERATING EXPENSES - (CONTINUED)

Comparable # 2

Project Name:                             Delchamps Plaza South
Location:                                 Skyland Blvd. Tuscaloosa, AL
Year Built:                               1986              GLA: 108,903 SF
Source:                                   Year end operating statement
Type Center:                              Neighborhood Shopping Center
Analysis Year:                            1996              Analysis By: LHH


     Item                                    Total            $/SF         %PGR
     ----                                    -----            ----         ----
Effective Gross Rent:                     $751,676           $6.90             %
+ CAM/Reimbursements:                      $61,400           $0.56             %
+ Misc Income:                                $300           $0.00             %
                                              ----           -----            --
Effec. Gross Income:                      $813,376           $7.47        100.0%

     Item                                    Total            $/SF          %EGI
     ----                                    -----            ----          ----
Less Expenses:
  Management:                              $42,686            $0.39         5.2%
  Ad Valorem Tax:                          $39,174            $0.36         4.8%
  Insurance:                               $13,588            $0.12         1.7%
  Administration                           $17,144            $0.16         2.1%
  Expense:
  CAM:                                     $25,322            $0.23         3.1%
  Utilities:                                $6,564            $0.06         0.8%
  Miscellaneous:                            $5,071            $0.05         0.6%
                                          --------            -----        ----
Total Expenses:                           $149,549            $1.37        18.4%
                                          --------            -----        ----
Net Operating Income:                     $663,827            $6.10        81.6%
                                          ========            =====        ====

Comments: Misc. Expense is travel and structural repair.
 

                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        52

OPERATING EXPENSES - (CONTINUED)

COMPARABLE # 3

Project Name:                        Stratford Square
Location:                            East Boulevard
                                     Montgomery, AL
Year Built:                          1987              GLA: 121,236 SF
Source:                              Year End Statement
Type Center:                         Community Shopping Center
Analysis Year:                       1995              Analysis By: Philip Minor

      Item                              Total            $/SF         %PGR
      ----                              -----            ----         ----
Effective Gross Rent:                $771,843           $6.37            %
+CAM/Reimbursements:                 $118,804           $0.98            %
+Misc Income:                            $412           $0.00            %
                                     --------           -----        -----
Effec. Gross Income:                 $891,079           $7.35       100.0%

      Item                              Total            $/SF         %EGI
      ----                              -----            ----         ----
Less Expenses:
  Management:                         $43,173           $0.36         4.8%
  Ad Valorem Tax:                     $47,541           $0.39         5.3%
  Insurance:                          $12,987           $0.11         1.5%
  Administration                      $13,769           $0.11         1.5%
  Expense:
  CAM:                                $53,488           $0.44         6.0%
  Miscellaneous:                       $5,650           $0.05         0.6%
                                     --------           -----        ---- 
Total Expenses:                      $176,608           $1.46        19.8%
                                     --------           -----        ---- 
Net Operating Income:                $714,471           $5.89        80.2%
                                     ========           =====        ==== 


Comments: Miscellaneous expense includes $3,762 for on-site management, and
          $1,888 advertising and promotion.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        53

OPERATING EXPENSES - (CONTINUED)

   COMPARABLE # 4

   Project Name:                 Corner Village
   Location:                     Auburn, AL
   Year Built:                   1978              GLA: 62,510 SF
   Source:                       Year End Statement
   Type Center:                  Neighborhood Shopping Center
   Analysis Year:                1995              Analysis By: Philip Minor


      Item                           Total            $/SF       %PGR
      ----                           -----            ----       ----
Effective Gross Rent:             $260,657           $4.17          %
+ CAM/Reimbursements:              $22,347           $0.36          %
+ Misc Income:                         $83           $0.00          %
                                  --------           -----     -----
Effec. Gross Income:              $283,087           $4.53     100.0%

      Item                          Total             $/SF       %EGI
      ----                          -----             ----       ----
Less Expenses:
Management:                       $10,663            $0.17       3.8%
Ad Valorem Tax:                   $21,172            $0.34       7.5%
Insurance:                         $4,405            $0.07       1.6%
Administration                     $3,556            $0.06       1.3%
Expense:
CAM:                              $25,305            $0.40       8.9%
Utilities:                           $332            $0.01       0.1%
Miscellaneous:                     $1,718            $0.03       0.6%
                                 --------            -----       ----
Total Expenses:                   $67,151            $1.07      23.7%
                                 --------            -----       ----
Net Operating Income:            $215,936            $3.45      76.3%
                                 ========            =====       ====


Comments: Miscellaneous expense is building repair and maintenance.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        54

OPERATING EXPENSES - (CONTINUED)

Based on these expense comparables, the pertinent expense categories in
appropriate amounts are estimated below. The following expense estimates reflect
estimated stabilized expenses for the subject property, as proposed.

Management/Leasing:       The management fee of the comparable properties ranged
                          from 3.8% to 6.1%. As indicated previously, the
                          subject property is one of fifteen shopping centers in
                          a cross collateralized portfolio of retail properties
                          under single management. Considering economies of
                          scale, the subject's management fee is estimated at
                          the low end of the range at 4% of effective rental
                          income.

Ad Valorem tax:           The subject's ad valorem tax, as previously discussed,
                          is estimated at $39,816 per year.

Insurance:                According to Robb Newton, a representative of the
                          owner, the current insurance costs are approximately
                          $30,310 per year. Based on discussion with local
                          property manager's and a review of the subject's
                          recent historical insurance expenses, an insurance
                          expense of $33,000, or $.50 per square foot is
                          estimated. Based on discussions with local management
                          companies and the subject's location near the Gulf of
                          Mexico, the insurance amount appears reasonable. For
                          instance, a nearby 143,808 square foot center had 1996
                          insurance costs of $.44 per square foot with an
                          anticipation of a significant increase for the
                          upcoming year.

Common Area Maintenance:  Based on the expense comparables, which range from
                          $.23 to $.71 per square foot, as well as discussions
                          with local shopping center managers, Common area
                          maintenance and repair expense is estimated at $25,000
                          per year or $.38 per sq. ft..

Structural Maintenance:   Structural maintenance is estimated to be $.10 per sq.
                          ft. for a total annual amount of $6,600. The
                          comparables ranged from $.03 to $.15 per square foot.

Administrative:           This expense is estimated to be $1,500 per year or
                          $.02 per square foot.

Total operating expenses are estimated to be $123,810 per year or $1.87 per
square foot.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        55

NET OPERATING INCOME

The subject's stabilized net operating income is calculated by subtracting the
Operating Expenses from the Effective Gross Income and illustrated as:

                   $521,989         Effective Gross Income
                   $123,810         Operating Expenses
                   --------                           
                   $398,179         Net Operating Income

OVERALL CAPITALIZATION RATE

To estimate the subject's value via the Income Approach, the subject's
stabilized net operating income is capitalized with an overall capitalization
rate of 9.00%. The selected overall capitalization rate is based on several
methods of capitalization rate development with consideration given to the cross
collateralization of the subject property with the other fourteen shopping
centers in the securitized portfolio of retail properties. The cap rate
development methods, which are presented following the Income Approach Summary
on the following page, includes rates extracted from comparable sales, recently
published investor surveys, and three methods using mortgage and equity
positions which include the Ellwood, Band of Investment, and Debt Coverage Ratio
Methods.

Rates extracted from the comparable sales, ranged from 9.64% to 10.53%, with an
average of 10.04%. Published rates from the Korpacz Second Quarter 1997 Investor
Survey ranged from 8.25% to 13.00% with an average rate of 9.84%. The most
likely rates from the three mortgage/equity methods ranged from 8.87% to 9.14%.
The rates developed with mortgage/equity factors reflect current conditions and
declining interest rates. The criteria used for these methods was taken from the
above investor survey and from interviews with mortgage brokers.

The High, Middle, and Low average of the five methods of cap rate development
are 10.32%, 9.36%, and 8.72%, respectively. Based on this analysis and the above
considerations, the subject's overall capitalization rate is estimated to fall
between the Middle and Low range of the five methods.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        56

ESTIMATED VALUE BY INCOME APPROACH

The subject's stabilized net operating income of $398,179 is capitalized with an
overall capitalization rate of 9.00% for an estimated prospective market value
"At Stabilized Occupancy" of $4,424,211, which is rounded to $4,420,000. A
summary of the Income Approach to Value is presented below.

<TABLE>
<CAPTION>
=================================================================================================================
<S>                                               <C>                 <C>               <C>            <C>
   POTENTIAL GROSS INCOME                                                                                $531,132
   Less Vacancy and Collection Loss
    Non-Anchor Tenants 10% Rent + Exp. Cont. =                                                             $9,143
                                                                                                           ------
   EFFECTIVE GROSS INCOME                                                                               $521,9894
                                                                      % of              $ per
   Less Expenses:                                                    E.G.I.              S.F.
      Management:                                 $17,894             4.0%              $0.27
      Ad.Val.Tax                                  $39,816             7.6%              $0.60
      Insurance                                   $33,000             6.3%              $0.50
      CAM                                         $25,000             4.8%              $0.38
      St. Maint.                                   $6,600             1.3%              $0.10
      Misc. Admin.                                 $1,500             0.3%              $0.02
                                                                      ---               -----
   Total Expenses                                                    23.7%              $1.87            $123,810
                                                                                                         --------
   NET OPERATING INCOME                                                                                  $398,179
   Capitalized at                                   9.00%                                              $4,424,211
   TOTAL INDICATED VALUE - "At                                                 (Rounded)               $4,420,000
   Stabilized Occupancy"
=================================================================================================================
</TABLE>


                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        57

<TABLE>
<CAPTION>
=======================================================================================================================
Property Capitalization
Rate Justification
=======================================================================================================================
                                                                            High              Middle               Low
                                                                            ----              ------               ---
<S>                                                                        <C>                <C>                 <C>  
                                                                           --------------------------------------------
   1. Market extracted rates for                                           10.53%             10.04%              9.64%
         similar local properties                                          --------------------------------------------

                                                                           --------------------------------------------
   2. Recent published cap rates                                           13.00%              9.84%              8.25%
                                                                           --------------------------------------------
          used by institutional investors - Source: Korpacz Report 2nd Quarter 1997
   
3. Ellwood method calculated rates
          11.55% = Eqty yield before tax                                   --------------------------------------------
% Property appreciation (income) over hold period =                        -5.00%              0.00%              5.00%
                                                                           --------------------------------------------
         75% = Mortgage percent of value
       7.75% = Mortgage interest rate 
       20.0  = Mortgage term in years 
       10.0  = Investment holding period
       9.85% = Rm = Mortgage constant
       14.4% = Rmp = Mortgage constant over holding period 
       31.6% = P = Percent  of mortgage paid off over hold period
        5.8% = SFF = Sink fund factor 
       37.2% = J factor
                                                                           --------------------------------------------
                                         Calculated cap rate =              9.36%              8.90%              8.45%
                                                                           --------------------------------------------
4. Band of Investment Method
                                     Mortgage percent to value             70.00%             75.00%             80.00%
                                             Mortgage constant             10.35%              9.85%              9.35%
                                       Equity percent to value             30.00%             25.00%             20.00%
                                        Eqty cash on cash rate              8.00%              7.00%              6.00%
                                                                           --------------------------------------------
                                           Calculated cap rate              9.65%              9.14%              8.68%
                                                                           --------------------------------------------
5. Debt Coverage Ratio Method
                                     Req'd debt coverage ratio               1.35                1.2               1.15
                                     Mortgage percent to value             70.00%             75.00%             80.00%
                                             Mortgage constant             10.35%              9.85%              9.35%
                                                                           --------------------------------------------
                                           Calculated cap rate              9.06%              8.87%              8.60%
                                                                           --------------------------------------------
                                       Average of Five Methods             10.32%              9.36%              8.72%

=======================================================================================================================
</TABLE>

                                                 H. J. Porter & Associates, Inc.
<PAGE>

INCOME APPROACH TO VALUE - (CONTINUED)                                        58

================================================================================
                                Explanatory Notes

                          Capitalization Rate Evidence

The accompanying chart illustrates 5 different sets of data or evidence as to
appropriate current property capitalization rates.

     Item # 1 Reflects the current range in capitalization rates in the
     southeast based on actual sales - this information is historical in nature
     although there has been a fairly consistent pattern evident in this market
     over the years.

     Item # 2 Reflects actual cap rates used by large financial institutions in
     the acquisition and financing of major real estate projects. These rates
     are also historical in nature, but are based on properties of a magnitude
     atypical in this market area. Properties that would appeal to at least a
     regional and perhaps a national market of potential buyers.

     Item # 3 Reflects a calculated cap rate utilizing the Ellwood model based
     on future expectations in income and property value growth and equity yield
     rates - explicit input assumptions are listed. This method is compelling
     when market mortgage and equity yield returns are predictable and property
     and income changes can be reliably predicted.

     Item # 4 Analyzes required capital outlays to service both the debt (ie
     mortgage payment) and the equity (cash on cash or before tax cash flow or
     equity dividend). The weighted average of these required returns is, by
     definition, equal to the capitalization rate. It should be noted that the
     mortgage interest rate and equity yield rate are NOT part of this
     calculation.

     Item # 5 Provides another method often used by lenders. The debt coverage
     ratio is a factor equal to the net operating income divided by the annual
     debt service - in other words, it is an estimate of the "cushion" or excess
     of net operating income over and above debt service. The calculated cap can
     be solved for by the following formula R(o) = R(m) X DCR X M.

The actual cap rate used by appraisers in this analysis is bracketed by this
information. Further, this chart illustrates the implicit market expectations of
the various investment parameters that are reflected by the specific
capitalization rate used.
================================================================================


                                                 H. J. Porter & Associates, Inc.
<PAGE>

SALES COMPARISON APPROACH                                                     59

To estimate the subject property's value by the Sales Comparison Approach, a
direct comparison is made with actual sales of other neighborhood shopping
center properties. These sales are analyzed on the basis of price per square
foot of gross leasable area (GLA) and their effective gross income multiplier
(EGIM).

While the subject property is part of a large portfolio of retail properties
which would most likely be marketed as a total package, no sales of similar
portfolio of properties were found with which to compare. The market for retail
properties is national, and purchases are made on the strength and reliability
of the income stream. Similar shopping center sales were located in the
Southeast United States.

Each sale is adjusted to the subject for pertinent items, including unusual
financing or conditions of sale, time lapsed since sale, and physical
differences such as age, condition, and construction quality and location as
reflected in the net operating income.

The sales considered are detailed on the following pages with a comparison and
adjustment following the presentation of the sales data.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       60

Sale #1
Address/Location:            Village At Moody US Highway 411 Moody, AL
Grantor:                     FS Partnership, Ltd.
Grantee:                     Birmingham Realty
Sale Date:                   02/14/1996
Sale Price:                  $4,485,000
Cash Equiv Price:            $4,485,000
Equity:                      $1,485,000
Debt:                        $3,000,000
Terms:                       $1,485,000 cash plus assumption of $3,000,000
                             mortgage at market rates and terms.
Recorded:                    Book 261, Page 313; St. Clair County
Verified With:               Paul Spina, Grantor (205) 733-1131
Verified By:                 David Mullins, H.J. Porter & Associates
Date Verified:               04/10/1996
Rights Conveyed:             Leased Fee
Land Size:                   8.43 Acres
Access/Visibility:           Average/Average
Highest & Best Use:          Neighborhood Shopping Center
Parking:                     396     Parking Ratio: 6.51
Building Size:               60,800 SF(NRA)
Land:Bldg Ratio:             6.0
Year Built:                  1995
Condition:                   Good
Building
Description:                 In-line, one story masonry construction with brick
                             exterior on front and sides, and CCB on rear. Flat
                             built-up roof system.
Anchors:                     Winn Dixie - 44,000 SF
Anchor - Sq. Ft.:            44,000     Anchor %: 72.37
Local:                       J&E Ent., Head Start, Movie Gallery, Open Book,
                             Vulcan Rehab, Moody Cleaners, Vill. Beverage, Merle
                             Norman, Nail Shop
Local - Sq. Ft.:             16,800     Local%: 27.63
Lease                        Information: Winn Dixie - $7.00 PSF,
                             Local tenant rent range $10.50 to $11.50
                             PSF with average of $10.67 PSF. All
                             tenants pay pro-rata share of CAM, tax,
                             and insurance.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       61

Sale #1 (Continued)

ANALYSIS
(1/2/3) *Source                             TOTAL $ AMOUNT        $ PER SF (NRA)
                                            --------------        --------------
(A\E\F)       Potential Gross Income:         $533,922                 $8.78
(A\E\F)       Vac & Credit Loss:                $9,920                 $0.16
(A\E\F)       Effec. Gross Income:            $524,002                 $8.62
(A\E\F)       Less Expenses:                   $87,532                 $1.44
                                               -------                 -----
(A\E\F)       Net Oper. Income                $436,470                 $7.18

     ==========================================================================
*    Field 1:     S = Seller            B = Buyer                 A = Appraiser
     Field 2:     A = Actual            E = Estimated
     Field 3:     P = Prior Year        F = Year Following
     ==========================================================================

INDICATORS OF VALUE:                    Price Per SF (NRA):        $73.77
                                        PGIM:                      8.40
                                        EGIM:                      8.56
                                        R(o):                      9.73%
                                        Expense Ratio:             16.70

Remarks:  At time of sale this center was less than one year old and did not
          have a complete year of operating history. PGI includes contract rent
          plus estimated expense contributions. Market vacancy estimated at 5%
          of local tenant rent and expense contributions. Expenses include 4%
          management fee, taxes at $.58 PSF, insurance at $.10 PSF, CAM at $.40
          PSF, and St. Maintenance at $.05 PSF. This center is located at the
          northeast corner of I-20 and US Highway 411 in Moody, Alabama. This
          area is a rapidly growing commercial district in the
          Birmingham/Atlanta interstate corridor.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       62

Sale #2
Address/Location:         Middle Beach Shopping Center Middle Beach Road and
                          Bechrich Road Bay County, Florida
Grantor:                  Sembler Family Partnership #8.
Grantee:                  Secured Properties Investors XII, L.P.
Sale Date:                9/9/1994
Sale Price:               $5,775,000
Cash Equiv Price:         $5,775,000
Terms:                    Cash to Seller
Recorded:                 O.R. Book 1523 Page 1166; Bay County
Verified By:              Lee Weaver - Pardue, Held, Church, Smith & Waller
Rights Conveyed:          Leased Fee
Land Size:                8.57 Acres
Access/Visibility:        Good/Good
Highest & Best Use:       Shopping Center
Building Size:            69,877 SF(NRA)
Land:Bldg Ratio:          5.34
Year Built:               1994
Condition:                Good
Building
Description:              One Story masonry construction neighborhood shopping
                          center. Built up flat roof.
Anchors:                  Publix
Anchor - Sq. Ft.:         56,077     Anchor %: 80.3
Local:                    Movie Gallery, Jane's Hallmark, Jan's Pizza, Far
                          Horizon's Travel, Baskin Robbins, Office Express
                          Classique Hair Styles, Herb Shop.
Local - Sq. Ft.:          13,800     Local %: 19.7
Lease Information:        All tenants pay a pro-rata share of CAM, Taxes, and
                          Insurance.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       63

Sale #2 (Continued)

ANALYSIS
(1/2/3) *Source                          TOTAL $ AMOUNT           $ PER SF (NRA)
                                         --------------           --------------
(A\E\F)      Potential Gross Income:       $747,600                  $10.70
(A\E\F)      Vac & Credit Loss:             $16,754                   $0.24
                                            -------                   -----
(A\E\F)      Effec. Gross Income:          $730,846                  $10.46
(A\E\F)      Less Expenses:                $148,846                   $2.13
                                           --------                   -----
(A\E\F)      Net Oper. Income              $582,000                   $8.33

     =====================================================================
*    Field 1:      S = Seller         B = Buyer              A = Appraiser
     Field 2:      A = Actual         E = Estimated
     Field 3:      P = Prior Year     F = Year Following
     =====================================================================

INDICATORS OF VALUE:                  Price Per SF (NRA):      $82.65
                                      PGIM:                    7.73
                                      EGIM:                    7.90
                                      R(o):                    10.08%
                                      Expense Ratio:           20.4%


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       64

Sale #3
Address/Location:             North Hixson Marketplace
                              Hixson Pike and Camp Columbus Road
                              Chattanooga, TN
Grantor:                      North Hixson, L.L.C.
Grantee:                      Amberjack Ltd.
Sale Date:                    03/04/1996
Sale Price:                   $4,760,000
Cash Equiv Price:             $4,760,000
Terms:                        Cash to seller
Recorded:                     Hamilton County
Verified With:                Dick Schmalz, with Grantor (205) 871-2617
Verified By:                  David Mullins, H.J. Porter & Associates
Date Verified:                03/15/1996
Rights Conveyed:              Leased Fee
Land Size:                    9.24 Acres
Access/Visibility:            Average/Average
Highest & Best Use:           Neighborhood Shopping Center
Parking:                      405     PARKING RATIO: 5.88
Building Size:                63,270 SF(NRA)
Land: Bldg Ratio:             6.4
Year Built:                   1995
Condition:                    Good
Building

Description:                  One story neighborhood shopping center with split
                              face block exterior walks and synthetic stucco on
                              steel stud canopy.

Anchors:                      Winn Dixie (49,600 sf GBA & 44,000 sf NRA); Big B
                              Drugs 8,470 sf
Anchor - Sq. Ft.:             52,470     Anchor %: 82.93
Local:                        Movie Gallery, Sally's Beauty and other local
                              tenants
Local - Sq. Ft.:              10,800     Local %: 17.07
Lease Information:            Anchor and Local: CAM, Taxes and Insurance


                                                 H. J. Porter & Associates, Inc.
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       65

Sale #3 (Continued)


ANALYSIS
(1/2/3) *Source                              TOTAL $ AMOUNT       $ PER SF (NRA)
                                             --------------       --------------
(S\A\F)         Potential Gross Income:        $623,083                $9.85
(A\E\F)         Vac & Credit Loss:              $13,057                $0.21
                                                -------                -----
(A\E\F)         Effec. Gross Income:           $610,026                $9.64
(A\E\F)         Less Expenses:                 $124,533                $1.97
                                               --------                -----
(A\E\F)         Net Oper. Income               $485,493                $7.67

     ======================================================================
*    Field 1:        S = Seller           B = Buyer           A = Appraiser
     Field 2:        A = Actual           E = Estimated
     Field 3:        P = Prior Year       F = Year Following
     ======================================================================

INDICATORS OF VALUE:            Price Per SF (NRA):             $75.23
                                PGIM:                           7.64
                                EGIM:                           7.80
                                R(o):                           10.2%
                                Expense Ratio:                  20.41%


Remarks:  At time of sale, there were two vacant local shops containing 2,400
          sq.ft. Expense contribution included in PGI and local vacancy. Vacancy
          based on 10% of local shop income plus expense contributions. Expenses
          based on 4% management, excluding expense contributions, $1.59 for
          taxes, CAM and insurance plus $.05 for structural reserves. The
          estimated expenses were consistent with Grantor's proforma. Average
          local shop space rent for leased space was $10.45/sf.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       66

Sale #4
Address/Location:          Hillcrest Marketplace
                           Hillcrest Road @ Grelot Road
                           Mobile, Alabama
Grantor:                   Hillcrest Marketplace, Ltd.
Grantee:                   Confidential
Proposed Sale Date:        9/15/97
Sale Price:                $6,490,000
Cash Equiv Price:          $6,490,000
Terms:                     Cash to seller
Recorded:                  Sale Pending
Verified With:             Scott Holcombe, Arlington Properties -Developer
                           (205) 328-9600
Verified By:               Harris Hollans, H.J. Porter & Associates
Date Verified:             04/02/1997
Rights Conveyed:           Leased Fee Interest
Land Size:                 12.49 Acres
Access/Visibility:         Good/Good
Highest & Best Use:        Neighborhood Shopping Center
Parking:                   359     Parking Ratio: 4.63
Building Size:             76,365 SF(NRA)
Land:Bldg Ratio:           7.1
Year Built:                1997
Condition:                 New
Building
Description:               Red brick veneer front over concrete block wall.
                           Reinforced concrete slab. Single ply membrane roof.
                           Raised seam metal and canvas awning.
Anchors:                   Winn Dixie (51,282 sq.ft.), Revco (9,240 sq.ft.)
Anchor - Sq. Ft.:          60,522     Anchor %: 79.25
Local:                     Various regional, national, & local
Local - Sq. Ft.:           15,843     Local %: 20.75
Lease Information:         Winn Dixie rent was $8.00 per sq.ft. Revco rent was
                           $8.00 per sq.ft. Local rents were pro-forma $11.50,
                           actual was $12.50 per sq.ft. Anchor expense
                           contributions were estimated at $.99 per sq.ft. with
                           local tenants at $1.38 per sq.ft.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       67

Sale #4 (Continued)


ANALYSIS
(1/2/3) *Source                            TOTAL $ AMOUNT         $ PER SF (NRA)
                                           --------------         --------------
(A\E\F)          Potential Gross Income:      $756,072                 $9.90
(A\E\F)          Vac & Credit Loss:            $17,613                 $0.23
                                               -------                 -----
(A\E\F)          Effec. Gross Income:         $738,459                 $9.67
(A\E\F)          Less Expenses:               $112,823                 $1.48
                                              --------                 -----
(S\E\F)          Net Oper. Income             $625,636                 $8.19

     ======================================================================
*    Field 1:      S = Seller           B = Buyer             A = Appraiser
     Field 2:      A = Actual           E = Estimated
     Field 3:      P = Prior Year       F = Year Following
     ======================================================================

INDICATORS OF VALUE:       Price Per SF (NRA):               $84.99
                           PGIM:                             8.58
                           EGIM:                             8.79
                           R(o):                             9.6400%
                           Expense Ratio:                    15.28%

Remarks:  The total Gross Building Area of the shopping center was 77,557 sq.
          ft. Local tenant space was projected to be 100% leased prior to
          completion. The sale of the property was also negotiated prior to
          completion. Estimated completion date was July 1997. There were five
          out-parcel lots at the center which were not included in the
          transaction. Significant site work was necessary for development.
          Estimated site work totaled $85,000 per acre. Out-parcels were
          marketed to Wendy's, New York Bagel, and Boston Market.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]
                                  [PHOTOGRAPH]
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       68

Sale #5
Address/Location:         Ensley Square Shopping Center Northeast Corner of
                          Nine Mile Road and Palofax Highway Pensacola,
                          Florida
Grantor:                  Noro - Ensley Square Holdings BV
Grantee:                  Branch / HOP Associates, L.P.
Sale Date:                11/15/1995
Sale Price:               $3,450,000
Cash Equiv Price:         $3,450,000
Terms:                    Cash Buyer assumed loan of $1,518,700 at a reported
                          market level rate. No known affect on sale price.
Recorded:                 O.R. Book 3872 Page 477; Escambia County
Verified By:              Terry Hoffman, MAI - Hoffman & Associates
Rights Conveyed:          Leased Fee
Land Size:                6.41 Acres
Access/Visibility:        Good/Good
Highest & Best Use:       Shopping Center
Building Size:            60,630 SF(NRA)
Land:Bldg Ratio:          4.61
Year Built:               1976
Condition:                Average
Building
Description:              One story masonry and wood exterior neighborhood
                          shopping center. Built up flat roof
Anchors:                  Delchamps
Anchor - Sq. Ft.:         381,427     Anchor %: 63.4
Local:                    Radio Shack, GTE Mobile Net, Vick's Cleaners, Isey's
                          Pet Center, Ann's Hallmark, Northwest Financial,
                          Delchamp's Liquor, etc.
Local - Sq. Ft.:          22,203     Local %: 36.6
Lease Information:        Tenants pay a pro-rata share of CAM, Taxes, and
                          Insurance.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       69

Sale #5 (Continued)


ANALYSIS
(1/2/3) *Source                         TOTAL $ AMOUNT          $ PER SF (NRA)
                                        --------------          --------------
(A\E\F)       Effec. Gross Income:         $454,218                $7.49
(A\E\F)       Expenses:                     $90,843                $1.50
(A\E\F)       Net Oper. Income             $363,375                $5.99

     =======================================================================
*    Field 1:       S = Seller           B = Buyer             A = Appraiser
     Field 2:       A = Actual           E = Estimated
     Field 3:       P = Prior Year       F = Year Following
     =======================================================================

INDICATORS OF VALUE:           Price Per SF (NRA):              $56.90
                               PGIM:                            N/A
                               EGIM:                            7.60
                               R(o):                            10.53.%
                               Expense Ratio:                   20%

Remarks:  Verification of effective gross income was through the purchaser's
          agent. Net income was estimated based on discussions with the agent.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                               [GRAPHICS OMITTED]

                               IMPROVED SALES MAP
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       70

The sales detailed above are compared and adjusted to the subject for pertinent
items of difference as:

<TABLE>
<CAPTION>
====================================================================================================================================
                                              SUMMARY OF IMPROVED SALES AND ADJUSTMENTS
====================================================================================================================================
<S>                                <C>          <C>               <C>               <C>            <C>                  <C>     
Comp. Number                       Subject                #1                #2                #3                 #4             #5
Center Name                                           Vill @      Middle Beach      North Hixson   Hillcrest Ensley         Square
                                                       Moody                                                                      
Grantor                                          FS Partners           Sembler       North Hixon          Hill. Ltd.          Noro
Grantee                                         Birm. Realty           Secured         Amberjack.              Conf.        Branch
                                                                                      Ltd                   
Cash Eq.Sale Price                                $4,485,000        $5,775,000        $4,760,000         $6,490,000     $3,450,000
Date of Sale                       2/08/98           2/14/96            9/9/94            3/4/96             7/1/97       11/15/95
Gross Leasable Area                 66,048            60,800            69,877            63,270             76,365         60,630
Sale Price/Sq.Ft                                      $73.77            $82.65            $75.23             $84.99         $56.90
NOI                                $398,17          $436,470          $582,000          $485,493           $625,636       $363,375
NOI per Sq. Ft                       $6.03             $7.18             $8.33             $7.67              $8.19          $5.99
EGIM                                                    8.56              7.90              7.80               8.79           7.60
- ------------------------------------------------------------------------------------------------------------------------------------
ADJUSTMENTS                                               #1                #2                #3                 #4             #5
Conditions of Sale                                    Normal            Normal            Normal             Normal         Normal
                                                                                                  
                                                       $0.00             $0.00             $0.00              $0.00          $0.00
Market Conditions/Time @                                                                                       0.0%           0.0%
5% Per Year                                             9.9%             17.1%              9.7%               3.0%          11.2%
====================================================================================================================================
Preliminary                                           $81.07            $96.78            $82.53             $87.54         $63.28
====================================================================================================================================
Adj.Price/Sq.Ft                                                                                   
PHYSICAL DIFFERENCES                                      #1                #2                #3                 #4             #5
NOI Adjustment                                        -16.0%            -27.6%            -21.4%             -26.4%          0.6%
Overall Adjustment                                  ($12.97)          ($26.71)          ($17.66)           ($23.11)         $0.38
====================================================================================================================================
Final Adjusted Price/Sq.Ft. of Bldg                   $68.10            $70.07            $64.87             $64.43         $63.66
====================================================================================================================================
</TABLE>


                                                 H. J. Porter & Associates, Inc.
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       71

The sales were adjusted to the subject for the following items:

CONDITION OF SALE:      No adjustment indicated.

TIME:                   Considers an increase of 5% per year based on analysis
                        of the overall capitalization rates of the comparable
                        sales and range of rates from the five methods
                        considered in the Income Approach.

NET OPERATING INCOME:   The comparable sales were adjusted to the subject based
                        on the difference in net operating income. The physical
                        and economic characteristics such as condition, age,
                        vacancy, size, and location are reflected in a
                        property's net operating income. As indicated in the
                        following table, there is a direct relationship between
                        the sale price per square foot and net operating income
                        per square foot.

                    =======================
                    SP/SF            NOI/SF
                    -----------------------
                    $73.77            $7.18
                    $82.65            $8.33
                    $75.23            $7.67
                    $84.99            $8.19
                    $56.90            $5.99
                    =======================

                        The adjustment for NOI is based on the following
                        formula: the comparable sales NOI per square foot is
                        subtracted from the subject's estimated NOI per square
                        foot and the difference is divided by the comparable's
                        NOI per square foot.

The comparable sales present an adjusted range of value from $63.66 to $70.07
per square foot. Based on this analysis with consideration given to the
subject's cross collateralization, the subject's value is estimated at $65.00
per square foot.

Based on these adjusted sales, the subject property is valued by direct
comparison as:

66,048 Sq.Ft. GLA @ $65.00    =                $4,293,120
                              Rounded          $4,290,000


                                                 H. J. Porter & Associates, Inc.
<PAGE>

SALES COMPARISON APPROACH - (CONTINUED)                                       72

The Effective Gross Rent Multipliers (EGIM) derived from the above sales are
highlighted as:

                           SALE #        EGIM
                           ------        ----
                             1           8.56
                             2           7.90
                             3           7.80
                             4           8.79
                             5           7.60

The Effective Gross Income Multipliers of the five comparable sales range from
7.6 to 8.79. Based on these sales, with consideration given to declining
interest rates, the subject's EGIM is estimated at the high end of the range.
The subject is valued by EGIM as:

$521,989 (times) 8.70         =                $4,541,304
                              Rounded          $4,540,000

Due to discrepancies between the sales and the subject property with regard to
expense collections, expense ratios and reimbursement income, the price per
square foot technique is considered the most reliable in this instance.
Considering this factor, the concluded prospective market value estimate "At
Stabilized Occupancy" by the Sales Comparison Approach is $4,300,000.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                                                              73

RECONCILIATION AND FINAL VALUE ESTIMATE                                       

Cost Approach ....................................................... $3,950,000

This approach is felt to be reliable, being based on a respected national cost
service's figures as well as actual cost of other centers. The land value is
based on recent commercial land sales from the subject's market area and is felt
to be well supported. Overall, this approach is given less consideration than
the Income Approach and Sales Comparison Approaches.

Income Approach ..................................................... $4,420,000

This approach is felt to be most indicative of the subject's value. It best
reflects current and projected market conditions as they relate to the subject
and mirrors the actions of investors in today's market. Overall, this approach
is afforded greatest consideration.

Sales Comparison Approach ........................................... $4,300,000

This approach is based on recent sale of other neighborhood shopping centers and
is reliant upon the direct sales comparison on a price per square foot basis,
and supported by the indicated value based on effective income multiplier. This
approach is afforded less consideration than the Income Approach.

Based on the value indications summarized above, we are of the opinion that the
subject's leased fee interest, has a prospective market value "At Stabilized
Occupancy", as of February 8, 1998, of:

                   FOUR MILLION FOUR HUNDRED THOUSAND DOLLARS
                   ------------------------------------------
                                  ($4,400,000)


   Divided As:                 Improvements                $3,733,000
                               Land                        $  667,000
                                                           ----------
                               Total                       $4,400,000


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                                                              74

VALUATION - "AT COMPLETION"

The prospective market value "At Completion" is calculated by subtracting the
estimated value loss due to lease-up from the estimated value "At Stabilized
Occupancy". The subject property will reach stabilized occupancy when 90% of the
non-anchor tenant shop space is leased. The subject shop space is currently 37%
leased. Considering the overall strength of the market and pre-leasing activity
that is occurring on the vacant space, we estimate a six month lease-up period
before the property reaches stabilized occupancy. Based on the developer's
estimates, the addition and renovation will be complete within 80 days from the
date of inspection, or on October 28, 1997. Considering this factor, as well as
the 1,650 square foot vacant space that is presently being marketed for
immediate occupancy, it is estimated that half of the vacant space needed to
reach stabilized occupancy (2,471 square feet) will be leased within three
months of the date of inspection and the remaining space (2,471 square feet)
needed to be leased to reach stabilized occupancy will be leased in the sixth
month. Based on these estimates, the average vacancy rate of the shop space
during the first year, or during the lease-up period, will be 26%.

The value loss to lease-up is estimated by comparing the net operating income
"At Stabilized Occupancy" with the estimated net operating income considering
the six month lease-up period. The value loss due to lease-up for the subject
property is presented on the following table.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

VALUE AT COMPLETION - (CONTINUED)                                             75

<TABLE>
<CAPTION>
===============================================================================================================
                                           VALUE LOSS DUE TO RENT LOSS
===============================================================================================================
POTENTIAL GROSS INCOME                                           Income/Expenses                Income/Expenses
                                                         At Stabilized Occupancy                          As Is
                                                         ----------------------
<S>                                              <C>                    <C>       <C>                  <C>     
Anchor Tenants
  Winn Dixie                                                            $322,978                       $322,978
  Eckerds                                                                $54,432                        $54,432
                                                                         -------                        -------
Subtotal                                                                $377,410                       $377,410
Non-Anchor Tenants                                                                                     
 Helen Harris - H & P Laundry                                             $8,400                         $8,400
 Vacant                                                                  $12,740                        $12,740
 Vacant                                                                  $12,600                        $12,600
 Vacant                                                                  $12,600                        $12,600
 Express Coin Laundry                                                    $14,040                        $14,040
 Vacant                                                                  $17,325                         17,325
                                                                         -------                         ------
Subtotal                                                                 $77,705                        $77,705
Total Rental Income                                                     $455,115                       $455,115
Expense Contributions                                                                                  
 Eckerds                                                                                               
  Taxes                                                                   $4,299                         $4,299
  CAM                                                                     $3,935                         $3,935
Winn Dixie                                                                                             
  Taxes                                                                  $19,269                        $19,269
  Insurance                                                              $17,153                        $17,153
CAM                                                                      $17,640                        $17,640
Non-Anchor Tenants                                                                                     
  CAM Admin., St. Res., Mgt                                                   $0                             $0
  CAM, Tax, Ins                                                          $13,720                        $13,720
Total Expense Contributions                                              $76,016                        $76,016
POTENTIAL GROSS INCOME                                                  $531,131                       $531,131
Less Vacancy and Collection Loss                                                                       
Non-Anchor Rent + Exp. Contributions @ 10%                                $9,143       26.00%           $23,771
                                                                          ------                        -------
EFFECTIVE GROSS INCOME                                                  $521,989                       $507,361
Less Expenses:                                                                                         
Management:                                      4.0%                    $17,894                        $17,396
Ad. Val. Tax                                                             $39,816                        $39,816
Insurance                                                                $33,000                        $33,000
CAM                                                                      $25,000                        $25,000
St. Maint                                                                 $6,600                         $6,600
Misc. Admin                                                               $1,500                         $1,500
                                                                          ------                         ------
Total Expenses                                                          $123,810                       $123,312
NET OPERATING INCOME                                                    $398,179                       $384,048
Value Loss Due to Rent Loss:                                                      $14,131                      
                                                       Rounded                    $15,000                      
===============================================================================================================
</TABLE>

                                                 H. J. Porter & Associates, Inc.
<PAGE>

VALUE AT COMPLETION - (CONTINUED)                                             76

Based on the above analysis, it is concluded that the subject has a prospective
market value estimate "At Completion" as of October 28, 1997, of:


PROSPECTIVE MARKET VALUE ESTIMATE
"AT STABILIZED OCCUPANCY":                                     $4,400,000

LESS: VALUE LOSS ASSOCIATED WITH RENT LOSS:                    $   15,000
                                                               ----------
PROSPECTIVE MARKET VALUE
"AT COMPLETION":                                               $4,385,000


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                                                              77

VALUATION - "AS IS"

The market value "As Is" is calculated by subtracting the owner's cost estimate
for the proposed renovation and addition of $75,000 and an estimated developer's
profit from the prospective market value estimate "At Completion". No detailed
plans and specifications for the proposed renovation and addition were provided
to the appraisers. However, based on the description of the scope of the work to
be performed provided by representatives of the owner, the above stated cost
estimate appears reasonable. A developer's profit of 15% is included, which
equates to $11,250. Thus, the overall estimated costs for completion of the
proposed property renovation and addition are $86,250, or $85,000, rounded.
Based on the above analysis, it is concluded that the subject has an "As Is"
market value estimate as of August 9, 1997, of:


CONCLUDED PROSPECTIVE MARKET VALUE
"AT COMPLETION":                                            $4,385,000

LESS: COST ESTIMATED COSTS TO COMPLETE
(INCLUDING DEVELOPER'S PROFIT)                                 $85,000
                                                               -------

CONCLUDED "AS IS" MARKET VALUE                              $4,300,000
ESTIMATE:


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                                                              78

                                  CERTIFICATION

We certify that, to the best of our knowledge and belief,...

1.   The statements of fact contained in this report are true and correct.

2.   The reported analyses, opinions, and conclusions are limited only by the
     reported assumptions and limiting conditions, and are our personal,
     unbiased professional analyses, opinions and conclusions.

3.   Neither party signing this report has a present or prospective interest in
     the property that is the subject of this report, nor do they have any
     personal interest or bias with respect to the parties involved.

4.   Our compensation is not contingent on an action or event resulting from the
     analyses, opinions, or conclusions in, or the use of, this report. Our
     compensation is not contingent upon the reporting of a predetermined value
     or direction in value that favors the cause of the client, the amount of
     the value estimate, the attainment of stipulated result, or the occurrence
     of a subsequent event.

5.   Our analyses, opinions, and conclusions were developed, and this report has
     been prepared, in conformity with the requirements of the Code of
     Professional Ethics and the Standards of Professional Practice of the
     Appraisal Institute, and the Uniform Standards of Professional Appraisal
     Practice as promulgated by the Appraisal Standards Board of the Appraisal
     Foundation.

6.   The use of this report is subject to the requirements of the Appraisal
     Institute and the applicable State Real Estate Appraisers Board relating to
     review by its duly authorized representatives.

7.   This assignment was made subject to regulations of the applicable State
     Real Estate Appraisers Board. The undersigned state certified appraiser has
     met the requirements of the board that allow this report to be regarded as
     a 'certified appraisal'.

8.   Howard J. Porter, Jr., MAI, CCIM, is currently certified under the
     continuing education program of the Appraisal Institute.

9.   Howard J. Porter, Jr., MAI, CCIM, has not made a personal inspection of the
     property that is the subject of this report.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                                                              79
                           CERTIFICATION - (CONTINUED)

10.  Matthew S. Rice, Associate, has made a personal inspection of the property
     that is the subject of this report.

11.  No one provided significant professional assistance to the persons signing
     this report.

12.  This appraisal assignment was not based on a requested minimum valuation, a
     specific valuation, or the approval of a loan.

13.  Based upon the foregoing investigations and analysis, it is our opinion
     that the subject property has values of the leased fee interest, as of the
     following dates, of:

     Prospective Market Value Estimate
     "At Stabilized Occupancy"
     (As of February 8, 1998)

                   FOUR MILLION FOUR HUNDRED THOUSAND DOLLARS
                   ------------------------------------------
                                  ($4,400,000)

     Prospective Market Value Estimate
     "At Completion"
     (As of October 28, 1997)

             FOUR MILLION THREE HUNDRED EIGHTY FIVE THOUSAND DOLLARS
             -------------------------------------------------------
                                  ($4,385,000)


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                          CERTIFICATION - (CONTINUED)

     "As Is" Market Value Estimate
     (As Of August 9, 1997)

                   FOUR MILLION THREE HUNDRED THOUSAND DOLLARS
                   -------------------------------------------
                                  ($4,300,000)

/s/ Howard J. Porter, Jr.                              11/13/97
- -----------------------------------------              --------
Howard J. Porter, Jr., MAI, CCIM                       Date
Certified General Real Property Appraiser
Alabama Certificate #G51


/s/ Matthew S. Rice                                    11/13/97
- -----------------------------------------              --------
Matthew S. Rice, Associate                             Date
Certified General Real Property Appraiser
State of Florida Temporary Practice Permit #0001154


                                                 H. J. Porter & Associates, Inc.
<PAGE>

EXHIBITS

     Location Map ..............................................   Facing Page 4
     Area Map ..................................................  Facing Page 10
     Subject Photographs .......................................  Facing Page 14
     Site Plan .................................................  Facing Page 17
     Land Sales Map ............................................  Facing Page 30
     Rental Comparable Map .....................................  Facing Page 38
     Improved Sales Map ........................................  Facing Page 70

REAR EXHIBITS
     Lease Synopsis
     Korpacz Real Estate Investor Survey
     Engagement Letter
     Assumptions and Limiting Conditions
     Qualifications
     Certifications


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                         Winn-Dixie Montgomery, Inc.
Area:                           46,422 Sq. Ft.
Term:                           20 years (Extension)

Lease Expiration:               10/31/14 (According to rent roll)

Renewal Options:                5 options for 5 years each at same rentand terms

Minimum Rental:                 $322,978/Year, or $6.96/sf

Percentage Rent:                1% over natural breakpoint

Expenses:
C.A.M.                          Pro-rata share
Tax                             Pro-rata share over base year stop of $12,400
Insurance                       Pro-rata share over base year stop of $8,595
Structural Res.                 None
Management Fee                  None

Repairs by Landlord:            Common areas, exterior of tenant's store
                                building, roof, gutter, downspouts, exterior
                                plumbing, masonry walls, foundation and
                                structural members, automatic sprinkler system,
                                and floor surfacing of the store building.

Repairs by Tenant:              Interior of premises in good repair, HVAC,
                                building plate glass, interior exposed
                                electrical wiring from but not including the
                                breaker panel, and interior exposed plumbing.

Subletting:                     Yes, as long as Winn Dixie remains liable for
                                payment and due performance of the lease
                                agreement.

Parking:                        Amended in new lease to a minimum of 331
                                parking spaces as shown on a site plan
                                identified as Exhibit A-1 of the lease.

Subordination:                  Yes


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                         Eckerd Drugs
Area:                           10,356 Sq. Ft.
Term:                           20 years

Lease Expiration:               07/23/03 (according to rent roll)

Renewal Options:                Four, five year renewal options

Minimum Rental:                 $54,432 annually, or $5.26

Percentage Rent:                2% over natural breakpoint ($2,721,600) -
                                according to rent roll

Expense Contributions:
         C.A.M.                 Pro-rata share
         Tax                    Pro-rata share over base year amount ($12,400)-
                                according to rent roll
         Insurance              None
         Structural Res.        None
         Management Fee         None

Utilities Paid By:              Tenant

Repairs by Landlord:            Exterior of building, the roof, and structural
                                members of the building of which the leased
                                premises forms a part, and any water, gas, or
                                electrical lines or conduits permanently
                                embedded in the walls or floor.

Repairs by Tenant:              Responsible for keeping interior of premises
                                and appurtenances in good order and repair,
                                including responsibility for plate glass.

Parking:                        Original lease states not less than 319 parking
                                spaces or in any event, not less than 5.5
                                parking spaces per 1,000 square feet of gross
                                leasable area. Reportedly, the above parking
                                requirement stated in the lease has been
                                amended.

Subletting:                     Allowed

Subordination:                  Yes

Remarks:                        Tenant responsible for maintaining general
                                liability insurance not less than $500,000 for
                                injuries to persons in one accident and not less
                                than $200,000 for injury to any one person and
                                $50,000 for damage to property.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                         Helen Harris (Laundry)
Area:                           2,050 Sq. Ft.
Term:                           3 Years

Lease Expiration:               3/31/99 (According to Rent Roll)

Renewal Options:                One Five year renewal option at a rate to be
                                negotiated at time of renewal

Minimum Rent:                   $8,400 annually - $4.10/Sq. Ft.

Percentage Rent:                None
Expense Contributions:
         C.A.M.P                Pro-rata share
         Tax                    Pro-rata share
         Insurance:             Pro-rate share
         Structural Res.        None
         Management Fee         None

Repairs by Landlord:            Roof and other structural portions of the
                                building.

Repairs by Tenant:              Except above mentioned repairs, tenant is
                                responsible for keeping premises and every part
                                thereof and any trade fixtures, facilities or
                                equipment contained therein in good working
                                order.

Parking:                        Not less than 3 per 1,000 square feet of
                                building area

Subletting:                     Requires written permission from landlord

Subordination:                  Yes

Remarks:                        This space is located in the rear of the
                                building with no direct street exposure. The
                                tenant finish is minimal.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                                 LEASE SYNOPSIS

Tenant:                         Express Coin Laundry
Area:                           1,350
Term:                           Month to Month (According to Rent roll)

Renewal Options:                One Five year renewal option at a rate to be
                                negotiated at time of renewal

Minimum Rent:                   $10.40/Sq. Ft. (According to Rent Roll)

Percentage Rent:                None
Expense Contributions:
C.A.M.                          Pro-rata share
Tax                             Pro-rata share
Insurance:                      Pro-rate share
Structural Res.                 None
Cam Administration Fee:         15% of CAM and Insurance charges

Repairs by Landlord:            Exterior walls, roof, foundations, load bearing
                                items, plumbing, pipes and conduits located
                                outside leased premises.

Repairs by Tenant:              HVAC, plumbing, heating and electrical
                                installations, ceilings, interior walls, floor
                                covering, and replacement of all broken or
                                damaged glass, etc.

Parking:                        None

Subletting:                     Requires written permission from landlord

Subordination:                  Yes


                                                 H. J. Porter & Associates, Inc.
<PAGE>

Korpacz

NATIONAL STRIP SHOPPING CENTER MARKET

The trend toward investors focusing on retail acquisitions continues this
quarter. They believe that since the prices of other property types have been
bid up, retail offers better relative values. "We're seeing the beginning of a
run up in retail again," says one participant. The major interest tends to be on
neighborhood and community centers.

     The optimum size of the ideal strip shopping center is 100,000 square feet
to 130,000 square feet, but investors will also consider larger properties,
especially if there is the potential to put in other anchor stores, such as
Marshall's or T.J. Maxx. Although buyers prefer not to have centers that are
smaller than 100,000 square feet. some portfolios may have centers as small as
70,000 square feet and as large as 200,000 square feet. "But there you have to
take good with bad," comments a participant. The supply of available strip
centers is plentiful, but it is hard to find those of optimum size that are
anchored by a market-dominant grocery store.

     The importance of the grocery anchor is based on its capability to generate
traffic in the center, which greatly enhances the landlord's ability to lease
the in-line stores. The traffic increases in-line store sales volume, which
mitigates the risk of ownership and provides the investor with the requisite
yield from such a center.

     The size of the grocery anchor is also significant in its competitive
position. Although the optimum size varies by market, in major metropolitan
areas between 50,000 square feet and 75,000 square feet is ideal. In smaller
markets a 40,000-square-foot store can be successful. However, the older
25,000-square-foot stores are considered functionally obsolete.

     Over the next 12 months, prices in the national strip shopping center
market are expected to remain stable or drop slightly. Survey participants put
the average decrease at 1.78%.

     Key indicators in the national strip shopping center market support the
expectation of stagnant values for the year. Again this quarter, the changes in
indicators are small. The average discount rate (IRR) increased 2 basis points
(see Table 7). This follows a 10-basis-point decrease last quarter.

     The average overall cap rate (OAR) decreased 1 basis point to 9.84%. Highly
desirable centers trade at cap rates between 8.00% and 10.00%, but most close at
cap rates between 10.00% and 11.00%.

     Strip shopping centers have long been perceived to pose higher investment
risk than regional malls, and both IRRs and going-in cap rates have reflected a
premium for the higher risk. In fourth quarter 1996, however, for the first time
since we began tracking the national strip shopping center market in fourth
quarter 1991, the average IRR fell below the national regional mall market
average IRR. This quarter the rates are 11.55% and 11.75% respectively.

     The strip shopping center OAR is still considerably higher than the
regional mall rate. The spread between the two had narrowed during 1996.
However, last quarter's 7-basis-point increase in the strip shopping center OAR
widened the gap again. The current OAR premium is 127 basis points. It was 173
one year ago. By comparison, the national power center OAR is 9.58%. 26 basis
points lower than the strip shopping center rate.

     Investors would like to acquire portfolios of neighborhood and community
shopping centers that are located in one region, thus presenting the opportunity
for management and leasing efficiencies. These are difficult to find, however,
and are priced at a premium. |_|

TABLE 7
NATIONAL STRIP SHOPPING CENTER MARKET
SECOND QUARTER 1997


KEY INDICATORS                CURRENT QUARTER      LAST QUARTER      YEAR AGO
==========================  ==================== ================= =============
Discount Rate (RR)(a)
=========================== ==================== ================= =============
RANGE                          10.00%-14.00%       10.00%-14.00%   10.00%-14.00%
AVERAGE                           11.55%              11.53%          11.74%
CHANGE (Basis Points)               --                  +2             -19

==========================  ==================== ================= =============
Overall Cap Rate (OAR)(a)
==========================  ==================== ================= =============
RANGE                          8.25%-13.00%        8.25%-13.00%    8.25%-13.00%
AVERAGE                           9.84%               9.85%           9.90%
CHANGE (Basis Points)               --                  -1             -6

==========================  ==================== ================= =============
Market Rent Change Rate(b)
==========================  ==================== ================= =============
RANGE                          0.00%-6.00%         0.00%-6.00%     0.00%-6.00%
AVERAGE                           2.83%               2.73%           2.60%
CHANGE (Basis Points)               --                 +10             +23

==========================  ==================== ================= =============
Expense Change Rate(b)
==========================  ==================== ================= =============
RANGE                          0.00%-5.00%         0.00%-5.00%     2.00%-5.00%
AVERAGE                           3.58%               3.67%           3.99%
CHANGE (Basis Points)               --                  -9             -41

==========================  ==================== ================= =============
Residual Cap Rate
==========================  ==================== ================= =============
RANGE                          8.25%-12.00%        8.25%-12.00%    8.25%-13.50%
AVERAGE                           9.92%               9.92%           10.13%
CHANGE (Basis Points)               --                  0              -21


a. Rate on unleveraged, all-cash transactions
b. Initial rate of change
<PAGE>

                      [H.J.Porter Associates - LETTER HEAD]
                                  July 31, 1997

Mr. Anthony Rokovich
Merrill Lynch
World Financial Center - North Tower
New York, NY 10281

                                            Re: Agreement for Appraisal Services

Dear Mr.  Rokovich:

Please allow this to serve as our proposal and agreement for appraised services
on the properties described below.

PROPERTY TO BE APPRAISED

The real estate to be appraised is briefly described as:

59 West Shopping Center                        29 North, Shopping Center
700 Academy Drive                              1550 South U.S. Highway 29
Bessemer, AL                                   Cantonment, FL

Clanton Marketplus                             Nine Mile Plaza Shopping Center
Highway 31 & Ollie Avenue                      312 East Nine Mile Road
Clanton, AL                                    Pensacola, FL

Betts Crossing Shopping Center                 Parker Shopping Center
1441 Fox Run Parkway                           208 South Tyndal Parkway
Opelika, AL                                    Parker, FL

Opp Marketplace                                The "T" Shopping Center
507 E. Cummings Road                           17184 Front Beach Road
Opp, AL                                        Panama City Beach, FL

Greenbrier Station Shopping Center             Mandeville Marketplace
1408 Golden Springs Road                       619 N. Causeway Blvd.
Anniston, AL                                   Mandeville, LA

Russell; Crossing Shopping Center
U.S. Highway 280 and Stadium Drive
Phenix City, AL


      123 N. College St., Ste. 100 o P.O. Box 28 o Auburn, Alabama 36830 o
                        (334)826-8682 o Fax (334)826-3827
 14 Office Park Circle, Suite 230 o Birmingham, Alabama 35223 o (205)871-3600 o
                                Fax (205)879-3762
418 Scott Street o Montgomery, Alabama 36104 o (334)262-8331 o Fax (334)262-8325

                  Real Estate Research, Appraisal & Counseling
<PAGE>

Mr. Rokovich
July 31, 1997
page 2

Purpose Of The Appraisal

These appraisal will be made to determine the market value of the leased fee
interest of the subject real estate. The term "market value" is as defined in
the Uniform Standards of Professional Appraisal Practice as promulgated by the
Appraisal Standards Board of the Appraisal Foundation.

Function Of The Appraisal

It is understood that these appraisals have been requested to function as an
underwriting guide for mortgage loan purpose and for use in the securitization
of the mortgage. Accordingly, these appraisals may be provided by Merril Lynch
to potential investors in a securitization or other sale of the mortgage
loan(s).

Scope Of The Appraisal

The scope of this assignment shall include, but not be limited to:

1)   Personal contact with the owner or his representative to arrange an on-site
     inspection.
2)   On-site inspection of the site and improvements.
3)   Review of public records pertaining to the subject.
4)   Research into public records and interviews with Realtors(r), management
     agent, owners, developers, and other appraisers as deemed pertinent, to
     locate comparable data.
5)   Analysis of comparable data and completion of the Cost, Market, and Income
     Approaches to value as may be deemed applicable.

Report and Delivery

The appraisals will be complete analyses communicated in self-contained
narrative reports with all supporting information and exhibits included.

The appraisals will be made in conformance with the Standards of Professional
Practice and Code of Ethics of the Appraisal Institute. As such, the reports
shall be subject to their review. The appraisals shall also conform to the
Uniform Standards of Professional Appraisal Practice as set by the Appraisals
Standards Board of the Appraisal Foundation.

The date of appraisals shall be made effective as of the dates of inspection.
The reports will be addressed to Mr. Anthony Rokovich, Merrill Lynch.
Additionally, the properties will be valued as of the estimated dates of
completion of improvements and as of the estimated date of stabilized occupancy,
as may be applicable.

Three (3) Copies of the completed reports will be delivered within four weeks of
receipt of your authorization to proceed and the required information noted
below.

Fee

Our fee for this assignment shall be Forty Six Thousand Dollars ($46,000) due
and payable on delivery of the completed report. Any amount past due over sixty
(60) days shall be subject to a late charge of 1-1/2% per month.


                         H. J. Porter & Associates, Inc.
<PAGE>

Mr. Rokovich
July 31, 1997
page 3

The fee charged is for the appraisal reports requested. Should revisions be
requested due to a change in basic requirements by the client, an additional fee
will be charged. Consultations and, if requested in advance, court testimony,
stand by, depositions or pre-trial conferences will be charged at a per diem
rate of One Thousand Dollars ($1,000.00). Should additional copies of the report
be required, they will be made available on reasonable notice at a charge of One
Hundred Dollars ($100.00) per copy.

Client Relationship

It is understood that Merrill Lynch is considered to be the Client of H.
J. Porter & Associates. Accordingly, it shall be responsible for payment
of all fees due hereunder. Unless authorized in writing, the personnel of
H. J. Porter & Associates are not authorized to, nor will they divulge or
discuss any of the findings or conclusions of the appraisal with anyone
other than the client.

Information Required

In order to undertake this assignment we will need the following items for each
property to begin work. It is my understanding that the borrower, Newton,
Oldacre, McDonald will provide this information.

o    Legal name and address of owner.
o    Copy of all current leases on the subject property.
o    Transaction data on any sales of the subject (or a portion thereof)
     during the past five (5) years.
o    Ad Valorem tax information.
o    Insurance information including limits of coverage, carrier, annual
     premium, and agent.
o    Current year to date and prior three years income and expense history.
o    Survey and legal description of property to be appraised.
o    Plot plan.
o    Results of any environmental site assessments or testing for hazardous
     materials.

Upon receipt of the information noted above and an executed copy of the
agreement, we will begin work on this assignment. This proposal shall remain
open for a period of one week from the above date. If not executed by that date
the delivery time and fee quoted are subject to change.

Your choice of us for this assignment is appreciated.

                                            Yours very truly,

                                            By: /s/ David P. Mullins
                                            David P. Mullins, MAI
                                            H. J. Porter & Associates

The above terms and conditions are acceptable and you are authorized to proceed
as of this ______ day of _______, 1997. It is understood that the fee agreed
upon is due and payable on delivery of the report and by executing this
agreement agree to responsibility for this fee.

                                            Client:
                                            By: /s/ Lawrence [ILLEGIBLE]
                                            ------------------------------
                                            Its: Director


                         H. J. Porter & Associates, Inc.
<PAGE>

                       ASSUMPTIONS AND LIMITING CONDITIONS

1.   COPIES, PUBLICATION, DISTRIBUTION, USE OF REPORT:

     Possession of this report or any copy thereof does not carry with the right
     of publication, nor may it be used for other than its intended use. The
     report may not be used for any purpose by any person or corporation other
     than the client or the party to whom it is addressed or copied without the
     written consent of the appraiser, and then only in its entirety.

     Neither all nor any part of the contents of this report shall be conveyed
     to the public through advertising, public relations efforts, news, sales,
     or other media, without the written consent and approval of the appraiser,
     nor may any reference be made in such a public communication to the
     Appraisal Institute or the MAI designation.

2.   CONFIDENTIALITY:

     The appraiser may not divulge the material (evaluation) contents of the
     report, analytical findings or conclusions, or give a copy of the report to
     anyone other than the client or his designee as specified in writing except
     as may be required by the Appraisal Institute as they may request in
     confidence for ethics enforcement, or by a court of law or body with the
     power of subpoena.

     This appraisal is to be used only in its entirety and no part is to be used
     without the whole report. All conclusions and opinion concerning the
     analysis are set forth in the report and were prepared by the Appraiser
     whose signature appears on the appraisal report, unless indicated as
     "Review Appraiser". No change of any item in the report shall be made by
     anyone other than the Appraiser and/or officer of the firm. The Appraiser
     and firm shall have no responsibility if any such unauthorized change is
     made.

3.   INFORMATION USED:

     No responsibility is assumed for accuracy of information furnished by or
     from others, the client, his designee, or public records. We are not liable
     for such information or the work of possible subcontractors. The comparable
     data relied upon in this report has been confirmed with one or more parties
     familiar with the transaction or from affidavit; all are considered
     appropriate for inclusion to the best of our factual judgement and
     knowledge.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

4.   TESTIMONY, CONSULTATION, COMPLETION OF CONTRACT FOR APPRAISAL SERVICES:

     The contract for appraisal, consultation or analytical service, are
     fulfilled and the total fee payable upon completion of the report. The
     appraiser or those assisting in the preparation of the report will not be
     asked or required to give testimony in court or hearing because of having
     made the appraisal, in full or in part, nor engage in post appraisal
     consultation with client or third parties except under separate and special
     arrangement and at additional fee.

5.   EXHIBITS:

     The sketches and maps in this report are included to assist the reader in
     visualizing the property and are not necessarily to scale. Various photos,
     if any, are included for the same purpose and are not intended to represent
     the property in other than actual status, as of the date of the photos.
     Site plans are not surveys unless shown from separate surveyor.

6.   LEGAL, ENGINEERING, FINANCIAL, STRUCTURAL, OR MECHANICAL NATURE HIDDEN
     COMPONENTS, SOIL:

     No responsibility is assumed for matters legal in character or nature, nor
     matters of survey, nor of any architectural, structural, mechanical, or
     engineering nature. No opinion is rendered as to the title, which is
     presumed to be good and merchantable. The property is appraised as if free
     and clear, unless otherwise stated in particular parts of the report.

     The legal description is assumed to be correct as used in this report as
     furnished by the client, his designee, or as derived by the appraiser.

     The appraiser has inspected as far as possible, by observation, the land
     and the improvements thereon; however it was not possible to personally
     observe conditions beneath the soil or hidden structural, or other
     components. We have not critically inspected mechanical components within
     the improvements and no representations are made herein as to these matters
     unless specifically stated and considered in the report. The value estimate
     considers there being no such conditions that would cause a loss of value.
     The land or the soil of the area being appraised appears firm, however
     subsidence in the area is unknown. The appraiser does not warrant against
     this condition or occurrence of problems arising from soil conditions.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

     The appraisal is based on there being no hidden, unapparent, or apparent
     conditions of the property site, subsoil, or responsibility is assumed for
     any such conditions or for any expertise or engineering to discover them.
     All mechanical components are assumed to be in operable condition and
     status standard for properties of the subject type. Conditions of heating,
     cooling, ventilating, electrical and plumbing equipment is considered to be
     commensurate with the condition of the balance of the improvements unless
     otherwise stated. No judgement is made as to adequacy of insulation, type
     of insulation, or energy efficiency of the improvements or equipment.

7.   RELATING TO THE AMERICAN WITH DISABILITIES ACT:

     The Americans with Disabilities Act ("ADA") became effective January 26,
     1992. The appraisers have not made a specific compliance survey and
     analysis of this property to determine whether or not it is in conformity
     with the various detailed requirements of the ADA. It is possible that a
     compliance survey of the property together with a detailed analysis of the
     requirements of the ADA could reveal that the property is not in compliance
     with one or more of the requirements of the Act. If so, this fact could
     have a negative effect upon the value of the property. Since there is no
     direct evidence relating to this issue, possible non-compliance with the
     requirements of ADA in estimating the value of the property has not been
     considered.

8.   LEGALITY OF USE:

     The appraisal is based on the premise that, there is full compliance with
     all applicable federal, state and local environmental regulations and laws
     unless otherwise stated in the report; further that all applicable zoning,
     building, and use regulations and restrictions of all types have been
     complied with unless otherwise stated in the report; further that all
     applicable zoning, building, and use regulations and restrictions of all
     types have been complied with unless otherwise stated in the report;
     further, it is assumed that all required licenses, consents, permits, or
     other legislative or administrative authority, local, state, federal and/or
     private entity or organization have been or can be obtained or renewed for
     any use considered in the value estimate.

9.   COMPONENT VALUES:

     The distribution of the total valuation in this report between land and
     improvements applies only under the existing program of utilization. The
     separate valuations for land and building must not be used in conjunction
     with any other appraisal and are invalid if so used.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

10.  AUXILIARY AND RELATED STUDIES:

     No environmental or impact studies, special market study or analysis,
     highest and best use analysis study or feasibility study has been requested
     or made unless otherwise specified in an agreement for services or in the
     report. The appraiser reserves the unlimited right to alter, amend, revise
     or rescind any of the statements, findings, opinions, values, estimates, or
     conclusions upon any subsequent study or analysis or previous study or
     analysis subsequently becoming known to him.

11.  DOLLAR VALUES, PURCHASING POWER:

     The market value estimated, and the costs used, are as of the date of the
     estimate of value. All dollar amounts are based on the purchasing power and
     price of the dollar as of the date of the value estimate.

12.  INCLUSIONS:

     Furnishings and equipment of business operations except as specifically
     indicated and typically considered as a part of real estate, have been
     disregarded with only the real estate being considered in the value
     estimate unless otherwise stated.

13.  PROPOSED IMPROVEMENTS, CONDITIONED VALUE:

     Improvements proposed, if any, on or off-site, as well as any repairs
     required are considered, for purpose of this appraisal to be completed in
     good and workmanlike manner according to information submitted and/or
     considered by the appraiser. In cases of proposed construction, the
     appraisal is subject to change upon inspection of property after
     construction is completed. This estimate of market value is as of the date
     shown, as proposed, as if completed and operating at levels shown and
     projected.

14.  VALUE CHANGE, DYNAMIC MARKET, INFLUENCES:

     The estimated market value is subject to change with market changes over
     time; value is highly related to exposure, time, promotional effort, terms
     motivation, and conditions surrounding the offering. The value estimate
     considers the productivity and relative attractiveness of the property
     physically and economically in the marketplace. The "Estimate of Market
     Value" in the appraisal report is not based in whole or in part upon the
     race, color or national origin of the present owners or occupants of the
     properties in the vicinity of the property appraised.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

     In cases of appraisals involving the capitalization of income benefits, the
     estimate of market value is a reflection of such benefits and appraiser's
     interpretation of income and yields and other factors derived from general
     and specific market information. Such estimates are as of the date of the
     estimate of value; they are thus subject to change if the market is
     naturally dynamic.

15.  MANAGEMENT OF THE PROPERTY:

     It is assumed that the property which is the subject of this report will be
     under prudent and competent ownership and management; neither inefficient
     nor super efficient.

16.  CONTINUING EDUCATION CURRENT:

     The Appraisal Institute conducts a voluntary program of continuing
     education for its designated members. MAIs and RMs who meet the minimum of
     this program are awarded periodic certification. I am currently certified
     under the Appraisal Institute Voluntary Continuing Education Program.

17.  FEE:

     The fee for this appraisal or study is for the service rendered and not for
     the time spent on the physical report.

18.  AUTHENTIC COPIES:

     The authentic copies of this report are signed in blue ink. Any copy that
     does not have an original signature is unauthorized and may have been
     altered.

19.  HAZARDOUS MATERIALS:

     Unless otherwise stated in this report, the appraiser signing this report
     has no knowledge concerning the presence or absence of urea-formaldehyde
     foam insulation or asbestos containing material in existing improvements;
     if such materials are present the value of the property may be adversely
     affected and reappraisal at additional cost necessary to estimate the
     effects of such material.

20.  Unless otherwise noted within the attached report, there are no items of
     FF&E included in the reported value. Any equipment included with the
     property in the value are only those items that are considered as an
     integral part of the realty, even though technically they could be legally
     considered as personalty.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                ASSUMPTIONS AND LIMITING CONDITIONS - (CONTINUED)

21.  NOTE:

     ACCEPTANCE OF, AND/OR USE OF, THIS APPRAISAL REPORT CONSTITUTES ACCEPTANCE
     OF THE ABOVE CONDITIONS.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

                           PROFESSIONAL QUALIFICATIONS
                                       OF
                                 MATTHEW S. RICE

CURRENT STATUS

Matthew S. Rice is involved in the appraisal of and consulting with owners of
income producing real estate. He is an Associate Appraiser with H.J. Porter &
Associates, Inc., with offices located at:

                           H.J. Porter & Assoc., Inc.
                              631 Stage Road/Box 28
                                Auburn, AL 36830
                                 (334) 826-8682

                       H.J. Porter & Assoc. of Birmingham
                        #14 Office Park Circle, Suite 230
                              Birmingham, AL 35223
                                 (334) 871-3600

                       H.J. Porter & Assoc. Of Montgomery
                               235 S. Court Street
                              Montgomery, AL 36104
                                 (334) 262-8331

CERTIFICATION

Mr. Rice is currently a Certified General Real Property Appraiser in the
State of Georgia (Certificate #4139) and the State of Alabama (Certificate
#463).

EDUCATION

Mr. Rice is a 1985 graduate of the University of Georgia, with a degree in
Economics. Professional education includes:


Course                                  Sponsor                     Location
- ------                                  -------                     --------
Real Estate Appraisal Principles        Appraisal Institute         Atlanta, GA
Standards of Professional Practice      Appraisal Institute         Atlanta, GA
Appraisal Procedures                    Appraisal Institute         Athens, GA
Basic Income Capitalization             Appraisal Institute         Chicago, IL


PROFESSIONAL EXPERIENCE

Assignments include the valuation of commercial properties in twenty-five states
throughout the Nation. The scope of Mr. Rice's experience includes the appraisal
of office buildings, industrial properties, retail buildings, single-family
subdivisions, mobile home parks, vacant land, self storage facilities, and
multi-family developments. Additionally, Mr. Rice has performed market studies
to determine demand for potential self storage development, and market studies
to determine subdivision lot pricing and absorption.
<PAGE>

                           PROFESSIONAL QUALIFICATIONS
                                       OF
                        HOWARD J. PORTER, JR., MAI, CCIM

CURRENT STATUS

Howard J. Porter, Jr., is involved in the appraisal of and consulting with
owners of income producing real estate. He is President of H J Porter &
Associates, Inc. with offices located at:

                           H. J. Porter & Assoc., Inc.
                           631 Stage Road/P.O. Box 28
                                Auburn, AL 36830
                                 (334) 826-8682

                       H. J. Porter & Assoc. of Birmingham
                        #14 Office Park Circle Suite 230
                              Birmingham, AL 35223
                                 (205) 871-3600

                       H. J. Porter & Assoc. of Montgomery
                               235 S. Court Street
                              Montgomery, AL 36104
                                 (334) 262-8331

PROFESSIONAL AFFILIATIONS

Mr. Porter is a member of the Appraisal Institute and holds the MAI Designation
(Certificate Number 5924). He has served as a member of the SREA Young Advisory
Council (1977 & 1978). He served as President of the Birmingham SREA Chapter
#106 (1983) and the Montgomery SREA Chapter #127 as President (1986-1987). He is
a Realtor(R) Member and past Vice-President of the Lee County Association of
Realtors(R), Lee County, AL. He holds the CCIM designation conferred by the
Commercial Investment Real Estate Council of the National Association of
Realtors(R). He is a member of the International Right of Way Association
(Alabama Chapter #26) and is a panel member of the American Arbitration
Association.

PROFESSIONAL EDUCATION STATUS

Mr. Porter has taken courses leading to professional designation as offered by
the Appraisal Institute (AIREA) and the Society of Real Estate Appraisers (SREA)
now merged as The Appraisal Institute. Additionally, he has credit for courses
offered by the Real Estate Securities and Syndication Institute (RESSI) the
Urban Land Institute (ULI), and the International Right of Way Association
(IR/WA), and the Commercial Investment Real Estate Institute. Mr. Porter has
also taken various seminars offered by SREA, AIREA, RESSI, IR/WA, Institute of
Real Estate Management, and others.

The Appraisal Institute conducts a voluntary program of continuing education for
its designated members. MAIs and RMs who meet the minimum standards of this
program are awarded periodic educational certification. He is currently
certified under the Institute's voluntary continuing education program. Mr.
Porter is currently a Certified General Real Property Appraiser in Alabama
(Certificate #CG51) and a Certified Real Estate Appraiser in Georgia
(Certificate #182).

HISTORICAL DATA

Howard J. Porter, Jr., was born in Birmingham, Alabama. He was educated in
the Jefferson County School System and graduated from Auburn University.
His major fields of study were Economics and Finance with a B.S. Degree in
Business Administration.


                                                 H. J. Porter & Associates, Inc.
<PAGE>

PROFESSIONAL QUALIFICATIONS OF HOWARD J. PORTER, JR.

Mr. Porter has been a licensed Real Estate Broker in Alabama since 1972 and is a
Realtor(R) Member of the Lee County Association of Realtors(R). From 1974
through 1983 he was involved with appraisals, market research, syndication and
consulting on various types of real estate. From 1983 through 1985 he was
President of a regionally active development company headquartered in Auburn,
Alabama. In 1985, H.J. Porter & Associates, Inc. was re-established in Auburn,
Alabama with affiliate offices in Birmingham and Montgomery, Alabama.

He has taught college level courses on appraisal principles and practices and
USPAP, has served as an adjunct faculty member in the Auburn University
Department of Community Planning, and is an appraisal instructor for the
International Right of Way Association. He also has given talks to various real
estate related groups throughout Alabama. Mr. Porter has developed, constructed,
owned, and managed investment real estate for his own and affiliated
partnership's account.

              REPRESENTATIVE APPRAISAL/CONSULTING CLIENTS INCLUDE:


GOVERNMENTAL                                      CORPORATE
- ------------                                      ---------
U. S. Internal Revenue Service                    Chrysler Realty Corp.
Jefferson County, AL                              McDonald's Corporation
Montgomery County, AL                             Norfolk Southern Railroad
State of Alabama DOT                              South Central Bell
U.S. Government Services Admin.                   Diversified Products
                                                  Corporation
U.S. Department of the Interior                   INOUE SAKAE Co. (Japan)
U.S. Postal Service                               TIME/LIFE Corporation
Farmers Home Administration                       Baptist Medical Center (B'ham)
Birmingham Airport Authority                      Alabama Power Company
Auburn University                                 Southern Natural Gas
State of Alabama Department of Revenue

LENDERS                                           DEVELOPMENT
- -------                                           -----------
SouthTrust Bank                                   Colonial Properties, Inc.
Federal National Mortgage Association             Helms-Roark Development
New York Life Insurance Co.                       Beisel-Moss Development
Provident Mutual Life                             Shannon, Strobel & Weaver
Washington Mortgage Financial                     Polar-BEK, Inc.
Columbus Bank & Trust Co.                         Southern Investment Properties
1st Interstate Mortgage (Chicago)                 McWhorter & Co.
Nations Bank
AmSouth Bank
First Union Bank

Mr. Porter has appeared as an expert witness in Federal Court and Circuit
Courts in various Alabama counties. He has served as a Probate Commissioner
for the Jefferson County and Lee County Probate Courts.


                                                 H. J. Porter & Associates, Inc.


                               An Appraisal Report

                                       Of

                                Eckerd Drugstore
                           A 10,908 SF Retail Building
                         1122 Murfreesboro Road (SH-96)
                      Frankin, Williamson County, Tennessee

                            Effective Date Of Report
                                November 20, 1997

                                Specifically For
                               Mr. Lawrence Miller
                          Debt and Equity Markets Group
                      Merrill Lynch Mortgage Capital, Inc.
                                WFC - North Tower
                                250 Vessey Street
                          New York, New York 10281-1326

                                       By
                       Huber & Lamb Appraisal Group, Inc.
                          109 Westpark Drive, Suite 320
                           Brentwood, Tennessee 37027

                                    11-97-605
<PAGE>

               [LETTERHEAD OF HUBER & LAMB APPRAISAL GROUP, INC.]

November 24, 1997

Mr. Lawrence Miller
Debt and Equity Markets Group
Merrill Lynch Mortgage Capital, Inc.
WFC - North Tower
250 Vessey Street
New York, New York 10281-1326

RE: A Complete Appraisal Assignment, Self-Contained Report of The
    Eckerd Drugstore
    A 10,908 SF Retail Building
    1122 Murfreesboro Road (SH-96)
    Frankin, Williamson County, Tennessee

Dear Mr. Miller:

At your request and authorization, we have appraised the above referenced
property for the purpose of estimating its current As Is market value as of
November 20, 1997. The property rights being appraised are the Leased Fee
interest in the subject property. It is our understanding that the report will
be used to assist in real estate mortgage finance underwriting of the subject
property.

Based on the inspection of the property and the investigations and analyses
undertaken, we have formed the opinion that, as of November 20, 1997 and subject
to the Assumptions and Limiting Conditions set forth in the attached report, the
prospective value upon completion of the Leased Fee interest in the subject
property is:

                      Three Million Fifty Thousand Dollars
                                  ($3,050,000)

Marketing Period: The marketing period is estimated to be 12 months, assuming
the subject is placed on the market at the final value estimate conclusion
above.

Three approaches to value were utilized in the valuation process for the subject
property. These included the cost approach, the sales comparison approach and
the income capitalization approach.

The narrative appraisal report that follows contains the identification of the
property, the assumptions and limiting conditions, pertinent facts about the
area and the subject property, comparable data, the results of the
investigations and analyses, and the reasoning leading to the conclusions
contained herein. Our analysis, opinions, and conclusions were developed, and
this report has been prepared in accordance with the Uniform Standards of
Professional Appraisal Practice published by the Appraisal Foundation and the
Code of Professional Ethics and the Standards of Professional Practice of the
Appraisal Institute.
<PAGE>

Mr. Lawrence Miller
November 24, 1997
Page 2

As requested by the client, the following statements relate to the permitted use
of the subject appraisal report.

o     The report may be relied upon by Merrill Lynch Mortgage Capital Inc. in
      determining whether to make a loan evidenced by a note (the "Property
      Note") secured by the Property.

o     The report may be relied upon by any purchaser in determining whether to
      purchase the Property Note for this transaction from Merrill Lynch
      Mortgage Capital Inc.

o     The report may be relied upon by any Rating Agency in rating securities
      issued by Merrill Lynch Mortgage Capital Inc. and representing an interest
      in the Mortgage Note.

o     The report may be included with and referred to in materials offering the
      Property Note or an interest in the Property Note for sale.

The uses previously described are considered to be consistent with the client's
intended uses of the report. However, no other entity other than the previously
described entities may rely upon this appraisal report without prior written
consent from the appraiser.

We appreciate the opportunity to be of service to you. Should you have any
questions concerning this appraisal, please do not hesitate to contact this
office. For further information, your attention is directed to the following
report.

Respectfully submitted,
HUBER & LAMB APPRAISAL GROUP, INC


/s/ James E. Lamb
James E. Lamb, MAI
State Certified General Real Estate Appraiser
Licensee #CG-557
<PAGE>

                                                               TABLE OF CONTENTS
- --------------------------------------------------------------------------------

Summary of Important Facts and Conclusions..................................1
The Appraisal Assignment....................................................3
      Identification of Subject Property....................................3
      Purpose & Use of The Appraisal Report.................................3
      Property Rights Being Appraised.......................................3
      Significant Dates of Appraisal Assignment.............................3
      Scope of the Appraisal................................................3
      Subject Property Sales History........................................4
Definition of Terms.........................................................6
Assumptions and Limiting Conditions........................................10
Metropolitan Area Analysis.................................................12
      Metropolitan Area Map................................................30
Williamson County Analysis.................................................31
      Williamson County Mqap...............................................34
Neighborhood Analysis......................................................35
      Neighborhood Map.....................................................38
Site Analysis..............................................................39
      Site Plan Map........................................................42
      Tax Plat Map.........................................................43
      Flood Plain Map......................................................44
Description of Improvements................................................45
      Site Plan............................................................48
      Elevations...........................................................49
Photographs of Subject Property............................................51
Subject Property Zoning....................................................53
      Zoning Map...........................................................55
Highest and Best Use.......................................................56
Real Estate Tax Analysis...................................................61
Appraisal Procedure........................................................63
Land Valuation.............................................................65
      Land Sales...........................................................67
      Comparable Land Sales Map............................................73
      Land Valuation Analysis..............................................75
      Cost Approach........................................................80
      Subject's Marshall Valuation Cost Data...............................81
      Analysis of Depreciation.............................................83
      Cost Approach Summary................................................87
Sales Comparison Approach..................................................88
      Comparable Improved Sales Data.......................................90
      Comparable Improved Sales Map.......................................100
      Sales Comparison Approach Analysis..................................101
      Sales Comparison Approach Reconciliation............................105


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 1
<PAGE>

                                                      TABLE OF CONTENTS, cont'd.
- --------------------------------------------------------------------------------

Income Capitalization Approach............................................107
      Comparable Improved Rental Data.....................................109
      Comparable Improved Rental Map......................................119
      Potential Gross Income Analysis.....................................121
      Expense Analysis....................................................125
      Stabilized Operating Statement......................................127
      Direct Capitalization Rate Analysis.................................128
      Subject's Potential Mortgage Terms Analysis.........................129
      Debt Coverage Ratio Analysis: A Test of Reasonableness..............130
      Income Capitalization Approach Reconciliation.......................132
Correlation and Final Estimate of Value...................................133
Certification of Value....................................................135
      Summary of Qualifications...........................................136
Addenda...................................................................138


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(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 2
<PAGE>

SUMMARY OF IMPORTANT FACTS & CONCLUSIONS
- ------------------------------------------------------------------------------

Report Type:                                  Complete Assignment,
                                              Self-Contained Report

Valuation Conclusion:
Final Value Estimate:                         $3,050,000
      Cost Approach:                          $2,825,000
      Sales Comparison Approach:              $3,050,000
      Income Capitalization Approach:         $3,050,000

Estimated Marketing Period:                   12 months, assuming the subject is
                                              placed on the market at the final
                                              value estimate conclusion above

Interest Appraised:                           Leased Fee

Value Estimate's Implied Units of Comparison:
      Value/SF:                               $279.61/SF
      GIM:                                    10.95x
      Overall Rate:                           9.01%

Significant Appraisal Dates:
      Date of Appraisal Report:               November 24, 1997
      Effective Date Of Appraisal:            November 20, 1997
      Date of Inspection:                     November 20, 1997

Location:
      Address:                                1122 Murfreesboro Road (SH-96)
      Physical Location:                      SWC Southwind Drive and SH-96
      City:                                   Frankin
      County:                                 Williamson
      State:                                  Tennessee

Legal Description:
      Tax Map/Parcel:                         79J-A/2.01 & 2.02

Property Description:
      Land Area:
       Acres:                                 1.665
       Square Feet:                           72,512
       Zoning:                                GC -General Commercial

      Improvements:
       Property Type:                         Retail
       Tenancy:                               Single Tenant
       Size (Gross Building Area):            11,293 SF
       Size (Net Rentable Area):              10,908 SF
       Year Built:                            1997
       Current Physical Occupancy:            100%


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(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 1
<PAGE>

                               Summary of Important Facts & Conclusions, cont'd.
- --------------------------------------------------------------------------------

Highest and Best Use:
      As Vacant:                              Development with a single tenant,
                                              freestanding drug store

      As Improved:                            Continued use as a drug store on a
                                              single tenant basis.

Estimated Income Operating Data:
      Gross Potential Income:                 $278,580
      Occupancy at Date of Appraisal:         100%
      Stabilized Vacancy:                     0%
      Net Operating Income:                   $274,703


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(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 2
<PAGE>

                                                        THE APPRAISAL ASSIGNMENT
- --------------------------------------------------------------------------------

Identification of Subject Property

Property Name:                      Eckerd Drugstore
Property Type:                      Retail
Address:                            1122 Murfreesboro Road (SH-96)
General Location:                   SWC Southwind Drive and SH-96
City:                               Frankin
County:                             Williamson
State:                              Tennessee
Tax Map/Parcel:                     79J-A/2.01 & 2.02
Metes & Bounds Description:         See exhibit in Addenda

Purpose & Use Of The Appraisal Report

Purpose of Report:                  Estimate the "as is" market value of subject
                                    property. The reader is referred to the
                                    Definition of Terms section of the report
                                    for the definition of market value as
                                    utilized in this analysis.

Client's Intended Use of Report:    Assist in real estate mortgage finance
                                    underwriting of the subject property.

Property Rights Being Appraised

      The property rights being appraised are the Leased Fee interest in the
subject property. The reader is referred to the Definition of Terms section of
the report for the definition of Leased Fee as utilized in this analysis.

Significant Dates of Appraisal

      The subject property is being appraised as of the effective date presented
below. The appraised property is subject to the market influences and economic
conditions that existed on that date. The Date of the Report represents the
approximate date the appraisal report was performed and/or completed.

Date of Appraisal Report:           November 24, 1997
Effective Date Of Appraisal:        November 20, 1997
Date of Inspection:                 November 20, 1997

Scope Of The Appraisal

      In preparing this appraisal report, the appraisers have completed several
steps to assemble the data and form the opinions presented in this written
report.

      1.    Considered the complexity of the property and the appraisal
            assignment in the context of the purpose and intended use of the
            appraisal report.

      2.    Analyzed the Frankin economy and the subject neighborhood to
            determine the market conditions that effect the subjects market
            value.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 3
<PAGE>

                                               The Appraisal Assignment, cont'd.
- --------------------------------------------------------------------------------

      3.    Inspected the subject property and surrounding neighborhood.

      4.    Gathered physical and/or factual dam on the subject recorded dam,
            physical characteristics of the site and improvements, and legal
            restrictions imposed by the municipal government.

      5.    Analyzed the dam gathered and determined their affects on market
            value in conjunction with the highest and best use of the real
            estate as if vacant and as improved.

      6.    Considered the appropriateness of the three traditional appraisal
            approaches to value including the cost approach, sales comparison
            approach and the income capitalization approach.

      7.    The application and process of each valuation approach are detailed
            in their respective report sections; however, the appraisers have
            thoroughly researched market data in each approach and have
            presented the most pertinent dam and the reasoning and opinions
            leading to the conclusion of market value via each approach to
            value.

      8.    Reconciled the analysis and value indications by the three
            approaches to value into a final market value conclusion.

Subject Property Sales History

      The following summarizes the most recent sales transaction and prior sales
history of the subject property: The subject is a part of a 6.6_+ acre tract
recently purchased by the subject developer. No recorded transaction of the
subject 1.665 acre parcel has occurred to date. The following information
represents the entire 6.0_+ acre site of which the subject is only a portion.

Current Owner of Record:               NOM Franklin, LP

Most Recent Transaction Data:
   Transaction Date:                   03/03/97
   Grantor:                            Franklin Land Dev Fund Ltd.
   Consideration:                      $1,750,000 ($6.15/SF) for 6.607 Acres
   Deed Book/Page:                     1496/286

Previous Transaction Data:
   Transaction Date:                   12/29/86
   Grantor:                            Lee Beaman
   Consideration:                      Not available
   Deed Book/Page:                     636/331

Comparison to
   Concluded Value:                    Since the subject is only a portion of
                                       the original 6.607 acre tract included in
                                       the most recent transaction, it is
                                       difficult to compare the concluded market
                                       value of the subject 1.665 acre parcel to
                                       the most recent transaction.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 4
<PAGE>

                                               The Appraisal Assignment, cont'd.
- --------------------------------------------------------------------------------

      Comment: The 6.607 acre tract had previously been under contract by Harris
Teeter grocery company (or a developer representing the company) with the intent
of developing a shopping center anchored by Harris Teeter. The contract price
was reported to be just under $1,800,000. The contract expired for specific
reasons unknown to the appraiser. However, it has been reported to the appraiser
that Harris Teeter had not intended for this contract to expire and still wanted
the site. The contract of the March 1997 transaction was a back-up contract and
was accepted before Harris Teeter could rectify the situation. To the
appraiser's knowledge, the Harris Teeter contract had been in place since as
early as March 1996.

      Subsequent to the 6.607 acre parcel being placed under contract by NOM
Franklin, LP, two contracts were submitted for the subject tract. The following
summarizes this history.

Subject Parcel:                     Two contracts had been submitted to NOM
                                    Franklin, LP for the subject corner tract.
                                    CNL Retail Development had submitted a
                                    contract for $1,100,000 with the intent of
                                    developing an Eckerd freestanding drug store
                                    on 1.76 acres. The second, back-up contract
                                    was submitted by R.S. Tatum for $1,100,000
                                    for 1.87 acres inclusive of the subject.
                                    R.S. Tatum intended to develop the site with
                                    a Walgreens freestanding drag store.
                                    Reportedly, both drag store companies had
                                    approved the site at the contract prices
                                    tendered.

                                    The developer of the 6.607 acre tract, NOM
                                    (Newton Oldacre McDonald) Franklin, LP, did
                                    not accept either contract. Upon reporting
                                    to Eckerd and their developer that NOM
                                    intended to sell to the Walgreens developer,
                                    Eckerd Corp. came back to NOM and indicated
                                    that they were willing to consider any
                                    reasonable adjustment by the seller to
                                    control the site. NOM indicated that they
                                    would only accept Eckerd if NOM was the
                                    developer of the Eckerd building. Thus, the
                                    development of the subject 1.665 acre parcel
                                    is not another transaction between two
                                    separate entities. However, based on the
                                    previous contracts submitted, NOM Franklin,
                                    LP is allocating $1,100,000 to the subject
                                    land in their development cost budget.

                                    In a similar manner, NOM Franklin, LP
                                    developed the adjacent tract fronting SH-96
                                    with a two tenant retail center. The
                                    Hollywood Video was completed in September
                                    1997 and a proposed Jiffy Lube will be
                                    developed in early 1998.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 5
<PAGE>

                                                            DEFINITIONS OF TERMS
- --------------------------------------------------------------------------------

1.    Market Value - The most probable price which a property should bring in a
      competitive and open market under all conditions requisite to a fair sale,
      the buyer and seller, each acting prudently and knowledgeably and assuming
      the price is not affected by undue stimulus. Implicit in this definition
      is the consummation of a sale as of a specified date and the passing of
      title from seller to buyer under conditions whereby:

      1.    Buyer and seller are typically motivated;

      2.    Both parties are well informed or well advised, and acting in what
            they consider their own best interests;

      3.    A reasonable time is allowed for exposure in the open market;

      4.    Payment is made in terms of cash in U.S. dollars or in terms of
            financial arrangements comparable thereto; and

      5.    The price represents the normal consideration for the property sold
            unaffected by special or creative financing or sales concessions
            granted by anyone associated with the sale.

               Sources:    1.    Comptroller of the Currency; 12 CFR Part 34
                                 Section 34.42 (f) of Federal Regulations.

                           2.    FDIC Final Rule on Title XI of the Financial
                                 Institutions Reform, Recovery, and Enforcement
                                 Act of 1989 (FIRREA), effective September 19,
                                 1990, as defined in 12 CFR Part 323.4.a.10.

2.    Highest and Best Use - That reasonable and probable use that will support
      the highest present value, as defined, as of the effective date of the
      appraisal. Alternatively, that use, from among reasonably probable and
      legal alternative uses, found to be physically possible, appropriately
      supported, financially feasible, and which results in the highest land
      value.

3.    Market Rent - The rental income that a property would most probably
      command on the open market; indicated by current rents paid and asked for
      comparable space as of the date of appraisal.

4.    Market Price - The amount actually paid, or to be paid for a property in a
      particular transaction. This differs from market value in that it is an
      accomplished or historic fact, whereas market value is and remains an
      estimate until proven. Market price involves no assumption of prudent
      conduct by the parties, of absence of undue stimulus or of any other
      condition basic to the market value concept.

5.    Appreciation - Increase in value due to increase in cost to reproduce,
      value over the cost, or value at some specified earlier point in time,
      brought about by greater demand, improved economic conditions, increasing
      price levels, reversal of depreciating environmental trends, improved
      transportation facilities, direction of community or area growth, or other
      factors.

6.    Depreciation - A loss of utility and hence value from any cause. An effect
      caused by deterioration and/or obsolescence.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 6
<PAGE>

                                                 Definitions of Terms, cont'd.
- ------------------------------------------------------------------------------

7.    Investment Value - The value of an investment to a particular investor,
      based on his or her investment requirements; as distinguished from market
      value, which is impersonal and detached.

8.    Functional Obsolescence - Impairment of functional capacity or efficiency.
      Functional obsolescence reflects the loss in value brought about by such
      factors as overcapacity, inadequacy, and changes in the art, that affect
      the property item itself or its relation with other items comprising a
      larger property. The inability of a structure to perform adequately the
      function for which it is currently employed.

9.    External Obsolescence - Impairment of desirability or useful life arising
      from factors external to the property, such as economic forces or
      environmental changes which affect supply-demand relationships in the
      market. Loss in the use and value of a property arising from the factors
      of external obsolescence is to be distinguished from loss in value from
      physical deterioration and functional obsolescence, both of which are
      inherent in the property. Also referred to as locational or economic
      obsolescence.

10.   Fee Simple Estate - Absolute ownership unencumbered by any other interest
      or estate; subject only to the limitations of eminent domain, escheat,
      police power, and taxation.

11.   Leased Fee Estate - An ownership interest held by a landlord with the
      right of use and occupancy conveyed by lease to others; usually consists
      of the right to receive rent and the right to repossession at the
      termination of the lease.

12.   Leasehold Estate - The right to use and occupy real estate for a stated
      term and under certain conditions; conveyed by a lease.

13.   Present Value - The current monetary value. It is the today's cash lump
      sum which represents the current value of the right to collect future
      payments. It is the discounted value of aggregate future payments.

14.   Gross Sales Proceeds - The total amount of invoiced sales, before
      deducting returns, allowances, etc. over the forecasted sellout period.

15.   Forecasting - Predicting a future happening or condition based on past
      trends and the perceptions of market participants, tempered with
      analytical judgment concerning the continuation of these trends and the
      realization of these perceptions in the future.

16.   Overall Capitalization Rate - An income rate for a total property that
      reflects the relationship between a single year's net operating income
      expectancy or an annual average of several years' income expectancies and
      total price or value; used to convert net operating income into an
      indication of overall property value.

17.   Discount Rate - A rate of return on capital used to convert future
      payments or receipts into present value.

18.   Internal Rate of Return - The annualized rate of return on capital that is
      generated or capable of being generated within an investment or portfolio
      over the period of ownership; similar to the equity yield rate; often used
      to measure profitability after income taxes, i.e.,


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(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 7
<PAGE>

                                                   Definitions of Terms, cont'd.
- --------------------------------------------------------------------------------

      the after-tax equity yield rate; the rate of discount that makes the net
      present value of an investment equal to zero; discounts all returns from
      an investment, including returns from its termination, to equal the
      original investment.

19.   Retail Value - The term "retail" refers to the aggregate sum of all the
      individual unit values as of the date of the appraisal. Generally applied
      to residential lot sales or condominium developments.

      Source of Definitions: The American Institute of Real Estate Appraisers,
      The Dictionary of Real Estate Appraisal; American Institute of Real Estate
      Appraisers and Society of Real Estate Appraisers, Real Estate Terminology,
      Ed. Byrl N Boyce (Cambridge, MA: Ballinger Publishing Company, 1981); or
      standard industry definitions.

Supplemental Definitions

      1.    Market Value "As Is" on Appraisal Date: An estimate of the market
            value of a property in the condition observed upon inspection and as
            it physically and legally exists without hypothetical conditions,
            assumptions, or qualifications as of the date the appraisal is
            prepared.

      2.    Prospective Value Upon Completion of Construction: The Value
            presented assumes all proposed construction, conversion,
            rehabilitation is hypothetically completed, or under other specified
            hypothetical conditions, as of the future date when such
            construction completion is projected to occur. If anticipated market
            conditions indicate that stabilized occupancy is not likely as of
            the date of completion, this estimate shall reflect the market value
            of the property in its then "as- is" leased state (future cash flows
            must reflect additional lease-up costs, including tenant
            improvements and leasing commissions, for all areas not pre-leased).
            For properties where individual units are to be sold over a period
            of time, this value should represent that point in time when all
            construction and development costs have been expended for that
            phase, or those phases, under valuation.

      3.    Prospective Value Upon Achieving Stabilized Occupancy: The value
            presented assumes the property has attained the optimum level of
            long-term occupancy, which an income-producing real estate project
            is expected to achieve under competent management after exposure for
            leasing in the open market for a reasonable period of time at terms
            and conditions comparable to competitive offerings. The date of
            stabilization must be estimated and stated within the report.

      4.    Proposed Tract Development: Means a project of five units or more
            that is constructed, or is to be constructed, as a single
            development. A tract development may be units in a subdivision,
            condominium project, timeshare project, or any similar project meant
            to be sold as individual units over a period of time.

      5.    Fair Value - The cash price that might reasonably be anticipated in
            a current sale under all conditions requisite to a fair sale. A
            "fair sale" means that buyer and seller are each acting prudently,
            knowledgeably, and under no necessity to buy or sell. "Current sale"
            means that the property is exposed to the open market for a
            reasonable time considering the property type and local market
            conditions. When a current sale


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(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 8
<PAGE>

                                             ASSUMPTIONS AND LIMITING CONDITIONS
- --------------------------------------------------------------------------------

            is unlikely, i.e., when it is unlikely that the sale can be
            completed within 12 months, the appraiser should discount to present
            value any and all cash flows which might be generated by the
            property to obtain the estimate of fair value. These cash flows
            include, but are not limited to, those arising from ownership,
            development, operation, and sale of the property. The discount
            applied should reflect the appraiser's judgement of what a prudent,
            knowledgeable purchaser under no necessity to buy would be willing
            to pay to purchase the property in a current sale. Whenever the
            appraiser believes that more than one year is necessary for a fair
            sale of the property, the appraiser shall state and justify the
            estimated holding period, cash flows and the discount rate applied.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 9
<PAGE>

                                             ASSUMPTIONS AND LIMITING CONDITIONS
- --------------------------------------------------------------------------------

      Standard Rule 2-2g of the Code of Professional Ethics and Standards of
Professional Conduct of the Appraisal Institute requires the appraiser to
clearly and accurately set forth all facts, assumptions and conditions that
affect the analysis, opinions and conclusions upon which the appraisal is based.
In compliance therewith, and to assist the reader in interpreting this report,
such assumptions and limiting conditions are set forth as follows:

1.    Title is assumed to be marketable and free and clear of all liens and
      encumbrances, easements, and restrictions except those specifically
      discussed in the report. The property is appraised assuming it to be under
      responsible ownership and competent management and available for its
      highest and best use.

2.    No opinion is intended to be expressed for legal matters or that would
      require specialized investigation or knowledge beyond that ordinarily
      employed by real estate appraisers, notwithstanding the fact that such
      matters may be discussed in the report.

3.    The date of value to which the opinions expressed in this report apply is
      set forth in the letter of transmittal. The appraiser assumes no
      responsibility for economic or physical factors occurring at some later
      date which may affect the opinion herein stated.

4.    The valuation is reported in dollars of currency prevailing on the date of
      appraisal.

5.    Maps, plats, and exhibits included herein are for illustration only as an
      aid in visualizing matters discussed within the report. They should not be
      considered as surveys or relied upon for any other purpose.

6.    All information and comments pertaining to this and other properties
      included in the report represent the personal opinion of the appraiser,
      formed after examination and study of the subject and other properties.
      While it is believed the information, estimates and analyses are correct,
      the appraiser does not guarantee them and assumes no liability for errors
      in fact, analysis or judgement.

7.    Neither all nor any part of the contents of this report (especially any
      conclusions as to value, the identity of the appraiser or the firm with
      which he is connected, or any reference to the Appraisal Institute or the
      MAI or RM designation) shall be disseminated to the public through
      advertising media, public relations media, news media, sales media or any
      other public means of communication without prior written consent and
      approval of the undersigned.

8.    The appraiser is not required to give testimony or to appear in court by
      reason of this appraisal, unless prior arrangements have been made.

9.    The distribution of the total valuation in this report between land and
      improvements applies only under the existing program of utilization. The
      separate valuations for land and buildings must not be used in conjunction
      with any other appraisal and are invalid if so used.

10.   Certain information concerning market and operating data was obtained from
      others. This information is verified and checked, where possible, and is
      used in this appraisal


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 10
<PAGE>

                                    ASSUMPTIONS AND LIMITING CONDITIONS, cont'd.
- --------------------------------------------------------------------------------

      only if it is believed to be accurate and correct. However, such
      information is not guaranteed.

11.   Real Estate Values are influenced by a large number of external factors.
      The data contained herein is all of the data we consider necessary to
      support the value estimate. We have not knowingly withheld any pertinent
      facts, but we do not guarantee that we have knowledge of all factors which
      might influence the value of the subject. Due to rapid changes in the
      external factors, the value estimate is considered reliable only as of the
      date of the appraisal.

12.   Opinions of value contained herein are estimates. There is no guarantee,
      written or implied, that the subject property will sell for such amounts.

13.   It is assumed that there are no hidden or unapparent conditions of the
      property, subsoil, or structures which would render it more or less
      valuable. No responsibility is assumed for such conditions or for
      engineering which may be required to discover such factors.

14.   If the subject of the appraisal is an improved property, the appraiser has
      personally inspected the property and finds no obvious evidence of
      structural deficiencies except as stated in this report; however, no
      responsibility for hidden defects or conformity to specific governmental
      requirements, such as fire, building and safety, earthquake, or occupancy
      codes can be assumed without provision of specific professional or
      governmental inspections.

15.   Unless otherwise stated in this report, the existence of hazardous
      material, which may or may not be present on the property, was not
      observed by the appraiser. The appraiser has no knowledge of the existence
      of such materials on or in the property. The appraiser, however, is not
      qualified to detect such substances. The presence of substances such as
      asbestos, urea-formaldehyde foam insulation, or other potentially
      hazardous materials may affect the value of the property. The value
      estimate is predicated on the assumption that there is no such material on
      or in the property that would cause a loss in value. No responsibility is
      assumed for any such conditions, or for any expertise or engineering
      knowledge required to discover them. The client is urged to retain an
      expert in this field, if desired.

16.   We have not made a specific compliance survey and analysis of this
      property to determine whether or not it is in conformity with the various
      detailed requirements of the Americans with Disabilities Act (aka, ADA).
      It is possible that a compliance survey of the property together with a
      detailed analysis of the requirements of the ADA could reveal that the
      property is not in compliance with one or more of the requirements of the
      Act. If so, this fact could have a negative effect upon the value of the
      property. Since we have no direct evidence relating to this issue, we did
      not consider possible non-compliance with the requirements of ADA in
      estimating the value of the property.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 11
<PAGE>

                                                      METROPOLITAN AREA ANALYSIS
- --------------------------------------------------------------------------------

Introduction

The intent of this analysis is to provide basic data reflecting the Nashville
Metropolitan area economy and determine the potential effect on real estate
absorption, occupancies, rent trends and values. This analysis utilizes graphs
in the presentation of data to assist the reader in quickly identifying trends.

General Pertinent City Data

      The following is general data about Nashville that will assist the reader
in establishing general characteristics of Nashville.

o     State Capitol
o     County Seat
o     Second largest city in Tennessee
o     MSA is largest in Tennessee
o     MSA consists of 8 counties surrounding Davidson County
o     50% of the U.S. population is located within a 600 mile radius of the
      city.
o     Nashville-Davidson County consists of a Metropolitan Government (i.e.,
      city and county government combined into one government)

Population

      Population:       1,128,400
      Year:             1/1/97
      Source:           Sales & Marketing Management, August 30, 1997

      The graph to the right reflects historical population trends for the
Nashville MSA from 1970 through 1/1/97. Overall, the growth rate has been
relatively stable with a higher growth rate in the 1990's. The upward trend in
the population is expected to continue at moderate rates in the long-term.
Recent trends indicate that the suburban counties will be the primary
beneficiary of future growth. Currently, Rutherford County and Williamson County
are the fastest growing counties in Middle Tennessee. In fact, Rutherford County
is in the top 50 fastest growing counties in the United States.

                                 [GRAPH OMITTED]


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 12
<PAGE>

                                             Metropolitan Area Analysis, cont'd.
- --------------------------------------------------------------------------------

      The Nashville MSA consists of eight counties. The graph to the right
indicates that the largest populated counties are Davidson and Rutherford
Counties. Nashville-Davidson is part of Davidson County. Therefore, the Davidson
County data includes the Nashville-Davidson data.

                                 [GRAPH OMITTED]

Cost of Living

      Data provided by the American Chamber of Commerce Researcher's Association
indicates that Nashville's cost of living is one of the lowest in the U.S. as
compared to comparable sized towns or larger.

      ACCRA All Index Rating:       94.2
      ACCRA Report Date:            Third Quarter 1996

      The graph to the right provides a comparison of the cost of living index
between Nashville and other cities. The high quality of life in Nashville
combined with the low cost of living makes the area an attractive location for
new businesses. Nashville has lower cost of living as compared to the two other
metropolitan areas in Tennessee-Knoxville and Memphis. In addition, the cost of
living is lower than comparable sized cities such as Indianapolis, Charlotte,
Raleigh and Birmingham.

                                 [GRAPH OMITTED]


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 13
<PAGE>

                                             Metropolitan Area Analysis, cont'd.
- --------------------------------------------------------------------------------

Effective Buying Income

      While Nashville has a relatively low cost of living, the effective buying
income (EBI) is slightly above the national level. The EBI is also referred to
as "disposable personal income". The following information was obtained from
Sales and Marketing Management Survey of Buying Power, August 30, 1997.

      Median Household EBI of:
            Nashville MSA:          $38,224
            USA:                    $33,482

      The following graph compares the median household effective buying income
of the Nashville MSA to the individual counties and composite suburban market.

                                 [GRAPH OMITTED]

Economic Profile

      The Nashville economy is very diversified and closely parallels the US
economy as evidenced by the labor force allocation comparisons provided later.
As a result, the economic performance of Nashville also closely parallels the
national economy. Nashville experienced the strong economic activity in the
mid-1980's, fell into recession in 1989 and has recovered and is expanding since
1993. The real estate market in Nashville has followed similar trends as the
overall economy with the exception of the real estate market experiencing more
of a depression than a recession in the late 1980's. This phenomena, however,
has been experienced throughout many metropolitan markets in the United States.
The following discussions present the basic economic profile of Nashville as
well as general trends.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 14
<PAGE>

                                             Metropolitan Area Analysis, cont'd.
- --------------------------------------------------------------------------------

Major Industries

      The following is a list of the major industries significantly influencing
the Nashville economy. The reader is directed to the exhibit at the end of the
Metropolitan Analysis for a list of the largest employers of Metropolitan
Nashville.

o      State & Federal Government          o      Music Industry
o      Printing Industry                   o      Tourism & Conventions
o      Healthcare Industry                 o      Automotive Manufacturing
                                                  Industry

      Printing & Publishing Industry - Nashville, the South's leading center for
printing and publishing, is the home of the Printing Industry Association of the
South, the Southern Baptist Convention and United Methodist printing facilities,
and the Thomas Nelson Co., the world's largest printer and distributor of
Bibles. In addition, Nashville is home of Ingram Publishing, the largest book
and software distributor in the world. Publishers Weekly recently described
Nashville as one of the nation's ten largest book publishing, printing and
distribution centers and the largest in the south.

      Healthcare Industry - Nashville is currently considered the healthcare
industry's business center for the U.S. Nashville is home to companies that
manage or own more than 60% of the for-profit acute care hospital beds in the
United States. More than 140 health care companies with a national or
multi-state presence, representing every segment of the industry, have regional
or corporate headquarters in Nashville. The most prominent company is
Columbia/HCA Healthcare Corporation, the largest for-profit hospital operator in
the world. It is a $16 billion-a-year company owning more than 300 hospitals and
100 day-surgery centers in 37 states. The company is one of the largest public
companies in the U.S. surpassing Coca-Cola Co. and Xerox.

      Music Industry - Nashville's most famous asset is its dynamic music
industry. Anchored by the renowned Grand Ole Opry, with continuous live
broadcasting since its founding in 1925, Nashville has become the headquarters
for the country-music world. The industry has an estimated $2.5 billion impact
on the Music City economy as well as spawning the tourism business, valued to be
approximately $2 billion. Country music is one of the fastest growing sectors of
the music industry with record labels increasing their artist roster and general
financial commitment to Nashville. This commitment is evidenced by new office
building construction such as the RCA building, MCA building and other recent
projects. Music publishing is also flourishing. Nashville is known as the last
"writer's town" with many songwriters moving here from Los Angeles and other
parts of the country.

      The following presents details of the impact of the music industry on the
Nashville economy.

o     68 record labels                      o      10 record manufacturers
o     175 recording studios                 o      40 record promotion companies
o     290 song publishing companies         o      23 theatrical talent agencies
o     190 booking agents

      The music industry has an estimated 1,500+ companies in the area directly
related to music. Approximately 25,000 people are employed in the industry with
a total payroll of approximately $500 million annually. The film/video
production business in Nashville has


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 15
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                                             Metropolitan Area Analysis, cont'd.
- --------------------------------------------------------------------------------

increased 200 percent in the last five years. Approximately 75 companies in the
area have a combined earnings estimated at $333 million annually.

      Tourism & Conventions - The tourist and convention industry draws
approximately 9 million people to Nashville every year. These visitors spend
approximately $2 billion per year contributing significantly to the economy.

      The Nashville Convention Center was completed in downtown Nashville in
1987. This facility combined with the even larger convention facilities at the
Opryland Hotel have resulted in Nashville becoming a strong convention town. The
2,800+/- room Opryland Hotel includes a 988 room expansion at a cost of $200
million with completion in 1996. The hotel is the largest non-gambling hotel in
the country and in the top 10 size list overall. The primary business generated
by the hotel is convention business. Even after the expansion, the hotel
reportedly maintains an 85% annual occupancy, which is an extraordinary annual
occupancy for hotels. Conventions contribute significantly to the local economy.
A downtown arena is currently under construction near the convention center. The
20,000 seat capacity Arena, completed in late 1996, is a state of the art
facility for concerts, multi-media and conventions and designed to house a
National Basketball Association team. It is now home to the new National Hockey
League team recently awarded to Nashville in 1997. This facility has already
been the direct catalyst for revitalization of downtown with completion of the
Wildhorse Saloon, Hard Rock Cafe, Planet Hollywood and numerous other
restaurants and tourist type businesses on Second Avenue.

      Conventions have historically brought more than a million people a year to
Nashville, which has started to compete with spots such as Orlando, New Orleans
and Las Vegas for lucrative convention dollars. These conventions have been
pumping in more money to the local economy, with convention revenues jumping to
$300 million a year, nearly double what it was a decade ago. The new arena is
anticipated to boost Nashville to the next level of competition in convention
business. Already Nashville is competing with Atlanta and other similar sized
convention towns for major athletic events and conventions that would not be
feasible prior to the arena. With the Arena and the Opryland Hotel completions,
Nashville has 418,000 SF of exhibit space, more than any other city in the
Southeast except Atlanta and Orlando. The Nashville Convention & Visitors Bureau
worked with 82 conventions representing 45,300 delegates in January 1997
compared with 51 conventions representing 31,390 delegates in January 1996.
According to Butch Spyridon of the NCVB, "We used to be a three- to five-month
city, then we were a nine- to 10-month city. No we're beginning to grow into a
12 month market, particularly in the meeting industry."

      The former Houston Oilers, now known as the Tennessee Oilers, moved the
franchise to Nashville in Summer 1997. The proposed $290 million, 65,000+
stadium is being developed across the Cumberland River from downtown in an area
known as the East Bank. The area previously consisted of extremely heavy
industrial uses and warehouses built in the 1930's through 1960's. Current plans
are to have the stadium completed and the football team playing by 1999. The
Oilers will be playing in Memphis until the stadium in Nashville is complete.

      Automotive Manufacturing Industry - In the 1980's, the Middle Tennessee
area was the location for two new automotive manufacturing facilities that have
contributed significantly to the local economy. Nissan Motors U.S.A is located
in Smyrna in Rutherford County and has a total local employment of approximately
6,000. General Motors


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 16
<PAGE>

                                             Metropolitan Area Analysis, cont'd.
- --------------------------------------------------------------------------------

constructed the Saturn Plant in Maury County, just south of Williamson County,
in 1989. Their current local employment is approximately 8,300. In addition,
Primus, a subsidiary of Ford Motor Credit, has completed a 250,000 SFoffice
facility in the Cool Springs area in 1995 and already has another 250,000 SF
under construction. This is the international headquarters and central operation
center for the company. This development has already had an impact on retail,
apartment, hotel and single family development plans in the immediate area.

Labor Force/Employment

Labor Force

      As previously noted, one of the attributes of the Nashville economy is its
diversity. Nashville's labor force closely parallels the United States
statistics by industry group. As a result, the Nashville/Middle Tennessee
economy closely parallels the national economic swings. Nashville, however,
tends to precede and not follow the national economy. As an example, the full
recognition of the recession appeared to have impacted Nashville at the same
time or slightly preceding the national recession. On the other hand,
statistical data indicates Nashville recovered at a slightly faster pace than
national statistics.

      The two pie charts to the right compare the Nashville labor force by group
to the USA. The latest available data for Nashville is 1996 and 1990 for the
USA.

                              USA Labor Fore - 1990

                               [PIE CHART OMITTED]

                                LABOR FORCE - MSA

                               [PIE CHART OMITTED]


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 17
<PAGE>

                                             Metropolitan Area Analysis, cont'd.
- --------------------------------------------------------------------------------

Employment

      The employment growth trends for the MSA reflect the late 1980's and early
1990's recession and subsequent full recovery. The graph to the right indicates
that the growth peaked in 1994 at unusually high levels and is returning to a
normal level.

      The unemployment rate continued to decline through 1994 as the total labor
force has increased. This factor indicated job growth had outpaced the growth in
the labor force. The unemployment rate has remained generally stable since 1994.
The following unemployment graph presents the trends in average unemployment
over the past several years.

      While annual averages show an 11,800 employment gain or 2.0% growth for
1996, the comparison of June 1997 to June 1997 data in the chart on the
following page reflects a significantly smaller employment gain of 0.9% increase
or 7,000. It is apparent that job growth has declined significantly from the
1994 peak. Furthermore, data indicates this decline in job growth is evident
throughout the state of Tennessee. This low level of job growth has been
consistent through 1997. Since job growth is a key measurement of an economy, it
should be monitored closely for the remainder of the year and into 1998.

                            Employment Growth History

                                 [GRAPH OMITTED]

                              Unemployment History

                                 [GRAPH OMITTED]


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 18
<PAGE>

                                             Metropolitan Area Analysis, cont'd.
- --------------------------------------------------------------------------------

           Comparison of Current Month to Same Month Last Year (000's)

                               Labor Force     Employment      % Unemply
                               -----------     ----------      ---------
June 1997                            629.7          613.3           4.0%

June 1997                            626.7          607.6           3.6%
                                     -----          -----           ----
Difference/Change                        3              6              0

      However, the reader should note that the Tennessee Department of
Employment Security's initial estimates are typically unreliable, particularly
in years of significant declines or increases. For this reason, the magnitude of
the decline is highly questionable. However, the significant factor is the
decline in job growth. The final revisions are not available for approximately
one to two years after the initial estimate. The following graph illustrates the
inaccuracy of the first revision job growth estimates as compared to the final
estimates.

                     Employment Growth Revisions Comparison

                                 [GRAPH OMITTED]

      In addition, recent market data for items such as single family home sales
for existing and new construction indicate slightly lower, but very similar
year-to-date levels as the same period in 1996. Inasmuch as the recent home
sales market has been setting a record pace, it does not make sense that job
growth has declined so dramatically. However, the job growth figures should be
monitored very closely over the next several months since it is recognized as a
very important leading indicator.

      The Fall 1997 periodical Mid-State Economic Indicators published by the
Business and Economic Research Center, College of Business, Middle Tennessee
State University directly addresses the recent decline in job growth. This
publication states that job growth is slower in the Mid-State than in the rest
of the country due to the regions tight labor markets (i.e., low unemployment
rate). The ability of the job market to grow has been limited by the fact


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 19
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                                             Metropolitan Area Analysis, cont'd.
- --------------------------------------------------------------------------------

that the available skilled work force is so limited that even when potential
jobs are created, they are difficult to fill. The publication further indicates
that the job growth through Second Quarter 1997 is only 5,969 jobs. The data
presented in the publication indicates that Manufacturing represents a decline
of 2,474 and Government a decline of 2,428. These two categories represent a
decline of 4,902. All remaining labor market categories reflect a positive job
growth of 10,871. The Services sector was the primary job growth market with an
increase of 6,130 jobs. Thus, the quality of new jobs being created is actually
improving and may explain why real estate sectors such as home sales has
remained at healthy levels.

Retail Sales

      Annual retail sales analysis is another key measure of the local economy.
The data is for the eight county Nashville MSA as reported by Sales & Marketing
Management. The primary increase in sales is being generated outside of Davidson
County in the high growth counties of Rutherford and Williamson. However, the
Davidson County sales are still increasing at a healthy pace. As will be
discussed later, the flow of population and increasing retail sales in the hub
counties is a strong catalyst for the shopping center market growth. Williamson
County has benefited from the high average household income that has attracted
significant new retail development in the Cool Springs Galleria Mall area.

                              Retail Sales History

                                 [GRAPH OMITTED]


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 20
<PAGE>

                                             Metropolitan Area Analysis, cont'd.
- --------------------------------------------------------------------------------

New Construction

      Building permit data is a good indicator of new construction activity for
a city/metropolitan area. The following graph presents the historical trends for
Nashville-Davidson County's residential and non-residential building permit
values.

      Latest Full Year Permits:           $991,687,815
      Latest Full Year:                   1996

      The graph to the right presents the historical trends for
Nashville-Davidson County's building permit values. The data indicates a
significant recovery with 1994's total valuation reflecting a-1.74% increase as
compared to the previous year. The building permit trends have followed local
and national economic trends and should continue to follow these trends in the
future. The important factor to note is that a substantial amount of the new
commercial construction is occurring outside of Davidson County. Thus, the
declining trends since 1994 is not necessarily accurate. A significant amount of
new commercial and residential development is occuring in the high growth
counties such as Williamson and Rutherford.

Real Estate Markets

      The following provides a brief summary of the occupancy histories and
status of the various real estate markets in the Nashville area. This is
intended as a broad overview in the context of how these markets effect or
reflect the Nashville Metropolitan area economy.

                               Total Permit Values

                                 [GRAPH OMITTED]

Single Family Market

      Single Family construction starts have rebounded from the recessionary
times of 1989 through 1991. Record level sales were recorded in 1993 and 1994
and construction starts have been on the rise since 1992. According to
Market-Graphics, Inc., the single family lot supply is extremely low in the
vibrant markets. As of October 1996, Market-Graphics, Inc. indicated that the
years supply of lots is declining and was at 1.62 years for the seven county
area they survey. This is a decline from an approximate three year supply in
1990. The decline in years supply is attributed to both increased demand and a
decline in total available lots from 14,000+ to 11,459 in 1994. The lot supply
has remained virtually the same at 11,500+/- through mid year 1997 despite the
significant increase in lot development. Analysis


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 21
<PAGE>

                                             Metropolitan Area Analysis, cont'd.
- --------------------------------------------------------------------------------

of the most active markets indicate a years supply of less than 1.5 years,
particularly Rutherford County and Williamson County.

      New home sales for the Metropolitan area have been improving since 1993.
The 1993 new construction home sales rate was approximately 4,200 homes. New
home sales increased to 5,891 in 1994 and 5,966 in 1995. Another significant
increase occurred in 1996 to the 7,259 home level. Based on data through through
August 1997, MarketGraphics reports home sales are at slightly lower, but very
similar pace of a forecasted 7,000 new homes for all of 1997.

      In addition, 1995 was a record breaking year for existing home sales. The
1996 level declined, but at higher levels then pre-1995. As was the case in new
home sales, data through August 1997 indicates highly similar, but slightly
lower existing home sales for all of 1997. Existing home appreciation in 1994
through 1996 has been strong. A study completed by Maneier & Exton indicates the
Davidson and Williamson County markets reflect appreciation of 6.7% in 1994,
6.1% in 1995 and 7.7% in 1996. Another study completed by Experian, a national
data collection company, indicated Nashville's upper end homes (i.e., $125,000+
in 1990) has appreciated an average of 5.7% per year since 1990. This places
Nashville second to Denver in the top five in the country for high end home
appreciation. However, in 1997, the existing homes for sale inventory increased
significantly because of the high appreciation. As a result, days on market will
increase and price appreciation will moderate to more typical levels.

                           Nashville Metropolitan Area

                                 [GRAPH OMITTED]

                         Job Growth Vs Total Home Sales

                                 [GRAPH OMITTED]


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 22
<PAGE>

                                             Metropolitan Area Analysis, cont'd.
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Multi-Family Market

      After several years of an apartment oversupply, the apartment market
reached a market occupancy reflecting natural full occupancy in 1993 and 1994.
With the 95+% occupancies beginning in 1992, apartments had been experiencing
significant overall market rent increases with an annualized 6.8%+/- over 1992,
7.4% in 1993, 9.5%+/- in 1994 and 7.6% in 1995. Due to the rent increases,
apartment construction began to increase to a reasonable level of 3,125 units in
1996. This resulted in a significant decline in rent appreciation to the 1.1%
level. However, by mid year 1997, another 3,055 units had been completed with
6,037 units under construction. This massive amount of new apartment
construction will probably result in an oversupply of the overall market for at
least two years, even with healthy absorption and economic activity.

                           Nashville Apartment Market

                                 [GRAPH OMITTED]

Office Market

      The Nashville market, like most in the U.S., had a severe oversupply of
office space in the early 1990's; however, with the improving local economy,
declining vacancy, healthy rent appreciation and limited construction in the
early 1990's, the office market began to experience new construction in late
1995 through the present. Since this new construction cycle began, the new
supply being built is typically absorbed before it is completed, particularly in
the Brentwood/Franklin submarket. Most of the new construction is by REITs or
similar type companies with minimal debt. As a result of this high demand, rents
increased 3.8% for the overall market with the strongest markets reflecting 4.4%
to 7.6% appreciation in 1996. The overall market was negatively affected by the
CBD which is still suffering to some degree, although improving. Currently,
there is an estimated 18,800,000 square feet


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 23
<PAGE>

                                             Metropolitan Area Analysis, cont'd.
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of office space in the area with a mid year 1997 vacancy of 6.66%. The Central
Business District totals more than 5.2 million square feet with a mid year
vacancy rate of 11.15%. The 1995 and 1996 absorption has hovered around
700,000+/- square feet per year or 1,400,000+/- square feet over the two year
period. During the same period, approximately 1,126,000 square feet of space was
constructed. Thus, demand has outpaced new supply. This should yield the
continuation of healthy rent appreciation in the near term.

                             Nashville Office Market

                                 [GRAPH OMITTED]

Retail Market

      The retail vacancy rate has declined significantly since 1994 as evidenced
by the adjoining graph. The improved market conditions have resulted in
significant new construction and rent appreciation. During the 1993 through 1996
period, approximately 2,600,000 square feet of new construction was completed.
During the same period, the market absorbed 3,600,000 square feet yielding the
significant vacancy rate improvement. A large percentage of this new
construction has been in the Cool Springs Mall area of the Brentwood/Franklin
market. The Cool Springs market is obviously the hottest real estate submarket
for the Nashville area, particularly in the retail market.

      The outlook for the overall retail market is positive based on the
year-to-date 1997 activity. Shopping center sales are still relatively limited.
However, rents are increasing as occupancies increase.

                             Nashville Retail Market

                                 [GRAPH OMITTED]

Industrial Market

      One of the most vibrant property types in Nashville is the industrial
market.Nashville and Chattanooga share laurels for the top industrial real
estate occupancy rate in the nation of 99%. The occupancy rate is based on the
approximate 170 million square feet of combined speculative and owner occupied
space. That is the finding of a new comprehensive study by the Washington-based
Society of

                           Nashville Industrial Market

                                 [GRAPH OMITTED]


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 24
<PAGE>

                                             Metropolitan Area Analysis, cont'd.
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Industrial and Office Realtors (SIOR), an arm of the National Association of
Realtors, and New York-headquartered Landauer Real Estate Counselors.

      With the supply of developable industrial zoned land inside Davidson
County dwindling and the area's economy performing quite strongly, distribution,
warehouse and manufacturing space has been in short supply since 1995.
Speculative industrial space is 94.3% occupied according to the Nashville
Warehouse Report - Year End 1996 published by the Frank L. Smith Company.
However, due to the resurgence in new construction, the vacancy increased to
9.6% in the First Quarter 1997. The total new construction for 1996 was 1.6
million square feet with a net absorption of 911,000 SF. Rents for
warehouse/distribution space average $3.47/SF per square foot The majority of
the industrial activity appears to be located outside Nashville but within the
MSA, where land is plentiful and less costly. The shortage of developable,
affordable industrial zoned land in Davidson County has been a major hindrance
to developers in recent years.

      As of year end 1996, the Nashville market had 1.2 million square feet of
industrial space under construction. Anthony Martin of CB Commercial states
"Nashville is now perceived as an industrial market that can support higher
levels of speculative space, because we have higher levels of activity. That is
expected to continue because of the strong position of REITs in the marketplace,
such as Security Capital Industrial, First Industrial, and Weeks." The character
of Nashville industrial development has historically been of low quality
compared to other markets. However, with the developments by Security Capital
Industrial, Weeks and Trammel Crow, the quality has stepped up to be comparable
quality as other major industrial markets. Brokers have reported that the lack
of large block space has been a hinderance to attracting tenants to this market.
However, with increased development activity of good quality space, interest in
Nashville has increased substantially over 1996 into 1997.

Hotel Market

      Data obtained from the Nashville Convention and Visitors Bureau, indicates
the Nashville hotel market has sustained a relatively healthy occupancy of 71+%
since 1991. Occupancy rates have increased to a level that allows appreciation
in average daily room rates. As a result, the Metropolitan area experienced the
beginning of new hotel construction in 1994 which has continued through 1997.
The significant amount of new construction, particularly in the Opryland and
Brentwood/Franklin submarkets is bringing up warning signals relative to
potential oversupply. However, current year 1997 occupancy figures are not yet
available to determine the impact on the hotel market or the average daily
rates. The increase in development activity is in

                             Nashville Hotel Market

                                 [GRAPH OMITTED]


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 25
<PAGE>

                                             Metropolitan Area Analysis, cont'd.
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anticipation of demand generated from the general expanding economy,
particularly in the Brentwood/Franklin submarket, and the anticipated growth in
convention business from the recently completed Nashville Arena and the Opryland
Hotel over flow from its recent room expansion and resulting convention business
growth. Discussions with hotel managers as far out as the Brentwood market
indicate that they have been positively impacted by the increased convention
activity. As a result, the hotel market should be viewed with caution relative
to any additional new construction over the next one to two years.

Conclusions

      In summary, the Nashville economy has been very strong and well positioned
for expansion. Its diversification tends to mitigate extremes of boom and bust,
of inflation and recession, and insures strong, stable growth well into the
future. The area is benefitting from Substantial growth in in all areas of the
economy from 1994 through 1996. The initial real estate market indicators
suggest that 1997 is continuing at a similar pace, but slightly moderated. The
economic data suggest that Nashville has risen to another plateau from which
fluctuations in the economy will be measured. Thus, any moderation in 1997 as
compared to 1995 and 1996 would be normal based on long-term historical data;
however, the economic factors would still reflect levels significantly higher
than levels prior to 1994. In other words, any graphical analysis of near term
future trends should reflect a leveling of the graph following the significant
rise in 1994. The only questionable economic leading indicator is the reported
significant decline in job growth, which can affect all market types.

      Nashville's central location and superior transportation routes give the
city a unique character as the hub of a broad spectrum of commercial activity.
Finance, government, education, medical and health, retail trade, manufacturing,
tourism and all of the support industries insure the economic viability of
Nashville for many years to come. As the state capitol, Nashville will continue
to benefit from the amenities capitol cities traditionally enjoy in government
expenditures.

Affects on Real Estate

      After several years of declining rental rates and low occupancy levels,
alii sectors of the real estate market have had substantial increases in
occupancy and began to experience increasing effective rental. rates, resulting
in the justification of new construction. The markets to initially rebound were
the single family, apartment and industrial markets. The office and retail
markets were lagging in the rebound; however, both of these markets have fully
recovered with new construction beginning in 1995 and 1996 at a pace that
generally matches demand. The two submarkets that must be watched closely due to
significant new construction completed over the past year and under construction
as of late 1997 are the apartment and hotel markets.

      As a result of all the recent economic and population growth,
institutional investors are increasingly interested in the Nashville market
after ignoring this second tier market during the recession. This is supported
by increased institutional investor transactions in the apartment, office and
industrial markets. Despite the the recent low job growth, discussions with
institutional investors indicate a strong interest in the Nashville market. In
fact, despite the large amount of new apartment construction, national investors
are still interested in the Nashville apartment market, but becoming slightly
more cautious.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 26
<PAGE>

                                             Metropolitan Area Analysis, cont'd.
- --------------------------------------------------------------------------------

      The positive growth from 1994 through 1996 and into 1997 for the Nashville
economy and real estate market has been beneficial for the subject's property
type and the subject property. The outlook for 1998 is positive for Nashville
with no significant adverse conditions expected, with the exception of the
apartment and hotel markets. As a result, most properties should continue to
experience healthy occupancy levels and achieve reasonable appreciation in
rents.

      The following exhibits provide additional general data of interest about
the Nashville area.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 27
<PAGE>

                                             Metropolitan Area Analysis, cont'd.
- --------------------------------------------------------------------------------

                            21 Largest Nashville Area
                                 Major Employers

- --------------------------------------------------------------------------------
          Firm                            Product/Industry          Employees
- --------------------------------------------------------------------------------
1         Tennessee State Government      Government                18,147
- --------------------------------------------------------------------------------
2         Vanderbilt University and       Education                 12,000
          Medical Center
- --------------------------------------------------------------------------------
3 (tie)   Gaylord Entertainment           Hotel, Amusement Park     10,000
                                          & Entertainment
                                          Company
- --------------------------------------------------------------------------------
3 (tie)   Metro Nashville and Davidson    Government                10,000
          County
- --------------------------------------------------------------------------------
5         United States Government        Government                9,900
- --------------------------------------------------------------------------------
6         Metro Nashville and Davidson    Education                 9,340
          County Schools
- --------------------------------------------------------------------------------
7         Columbia/HCA Health Care Corp.  Hospital Company          7,000
- --------------------------------------------------------------------------------
8         Nissan, USA                     Light Trucks/Cars         6,000
- --------------------------------------------------------------------------------
9         Kroger Food Stores              Retail Food Stores        5,944
- --------------------------------------------------------------------------------
10        Shoney's, Inc.                  Hospitality &             4,165
                                          Restaurant
- --------------------------------------------------------------------------------
11        South Central Bell              Telecommunication         3,507
          Telephone Co.
- --------------------------------------------------------------------------------
12        Baptist Hospital                Health Care Facility      3,000
- --------------------------------------------------------------------------------
13        Saint Thomas Hospital           Health Care Facility      2,924
- --------------------------------------------------------------------------------
14        Sumner County Public Schools    Public School System      2,830
- --------------------------------------------------------------------------------
15        Bridgestone/Firestone, Inc.     Tire Manufacturer         2,540
- --------------------------------------------------------------------------------
16        Rutherford County Government    County Government         2,500
          & Public Schools                & Public School
                                          system.
- --------------------------------------------------------------------------------
17        State Industries, Inc.          Water Heater Mfg.         2,400

- --------------------------------------------------------------------------------
18        Whirlpool Corp.                 Maker of Air              2,300
                                          Conditioners,
                                          Refrigerators,
                                          Dehumidifiers
- --------------------------------------------------------------------------------
19        First American Corp.            Bank Holding Company      2,195
- --------------------------------------------------------------------------------
20 (tie)  Castner Knott Department        Retail Stores             2,000
          Stores
- --------------------------------------------------------------------------------
20 (tie)  Ingram Industries Inc.                                    2,000

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

Source: Nashville Area Chamber of Commerce and employer representatives


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 28
<PAGE>

                                             Metropolitan Area Analysis, cont'd.
- --------------------------------------------------------------------------------

                  Nashville's Most Popular Tourist Attractions
                              Ranked by Attendance

- --------------------------------------------------------------------------------
Attraction                                                           Attendance
- --------------------------------------------------------------------------------
Opryland USA                                                          2,247,000
- --------------------------------------------------------------------------------
Grand Ole Opry(1)                                                       765,000
- --------------------------------------------------------------------------------
Cumberland Science Museum                                               552,537
- --------------------------------------------------------------------------------
General Jackson Showboat(1)                                             430,400
- --------------------------------------------------------------------------------
Nashville Zoo                                                           286,922
- --------------------------------------------------------------------------------
Country Music Hall of Fame & Museum                                     281,237
- --------------------------------------------------------------------------------
The Hermitage (Pres. Andrew Jackson's Home)                             268,500
- --------------------------------------------------------------------------------
The Ryman Auditorium(2)                                                 200,000
- --------------------------------------------------------------------------------
Cheekwood Botanical Gardens & Museum of Art                             123,913
- --------------------------------------------------------------------------------
The Parthenon                                                           117,297
- --------------------------------------------------------------------------------

Source: Tennessee Department of Tourism Development.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 29
<PAGE>

                              Metropolitan Area Map

                                [GRAPHIC OMITTED]


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 30
<PAGE>

                                                      WILLIAMSON COUNTY ANALYSIS
- --------------------------------------------------------------------------------

Introduction

      The population and demographic information of Williamson County as it
compares to the Nashville Metropolitan area has been presented in the
Metropolitan Analysis. This analysis focuses on the specific Williamson County
data not presented in the previous

Metropolitan Analysis.

      The city of Franklin is located in central Williamson County in the heart
of the rolling hills of Middle Tennessee. The city is situated approximately 18
miles southeast of the Central Business District of Nashville via IH-65. This
interstate highway provides quick and easy access to the major employment
centers in Nashville and its surrounding communities.

      The area also has a rich and colorful history. Because of its rich soils
and the founding of the county seat of Franklin in 1799, Williamson County
became an agricultural center in the Old South. Plantations flourished and by
the time of the Civil War, it was one of the richest counties in the state. The
county played an important part in the Civil War, with the Battle of Franklin
being one of the most decisive and bloody battles of the entire war. Many of the
homes and buildings from this era remain standing. The entire 15-block original
downtown area of Franklin and many of the old farms in the scenic countryside of
Williamson County are listed in the National Register of Historic Places.

Effective Buying Income

      Effective buying income (EBI) is defined as personal income less taxes.
This is also referred to as "disposable personal income". Williamson County's
total estimated effective buying income was $2,306,757,000 for 1994. According
to Sales and Marketing Management Survey of Buying Power printed in August 1995,
total retail sales in Williamson County for 1994 were $1,011,944,000.

      Williamson County exhibits the highest per capita income in the State of
Tennessee. The most recent data available indicates that the per capita Median
Household Effective Buying Income in December, 1994 for Williamson County was
$53,771.

Economic Base and Trends

      Franklin is experiencing a healthy economy which is well balanced between
industry and agriculture. Over $30,000,000 income from all agricultural products
is received annually. Tobacco is the county's largest cash crop. Williamson
County boasts one of the lowest unemployment rates in the state, 2.2% annually
for 1994.

      Williamson County's location exhibits a combination of locational,
geographical and demographic characteristics which make it a popular area for
development. Because of strict zoning regulations and cautious city and county
governments, development of commercial property is dominated by master-planned
projects.

      The Crossroads South Industrial Park consists of approximately 200 acres
located in the southwest quadrant of IH-65 and Moores Lane. Situated within the
corporate boundaries of both Franklin and Brentwood, this development is
approximately 80% built-out and contains office, office/warehouse,
office/showroom, warehouse, and industrial buildings. Both owner-occupied


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 31
<PAGE>

                                             Williamson County Analysis, cont'd.
- --------------------------------------------------------------------------------

and speculative projects are constructed or planned for Crossroads South.
Brentwood/Interstate 65 Industrial Park is also located at the interchange of
Interstate 65 and Moores Lane, at the northwest corner, and is 100% sold-out
with Service Merchandise being the anchor tenant and owning 41 acres in the
development. Service Merchandise is also adding on to their national
headquarters complex. The remainder of the Brentwood/Interstate 65 Industrial
Park consists of small user-oriented buildings on one to two acre sites.

      Chattanooga based CBL & Associates, Inc. completed the development of the
CoolSprings Galleria Mall. The development opened August 7, 1991 and is located
in the southwest quadrant of Moores Lane and IH-65. The mall, containing 1.4
million square feet on an 89 acre site, currently has five anchor tenants -
Castner Knott (187,000 SF), Dillard's (200,000 SF), Sears (116,000 SF) and the
recently opened J.C. Penny in 1993 (102,000 SF) and Parisians in 1994 (135,000
SF). A new interstate interchange was constructed in conjunction with the mall
development that facilitates access to the mall and the land areas on both sides
of IH-65. An additional 1,000+/- acre land development surrounding the mall and
on the opposite side of the interstate has received preliminary approval from
the City of Franklin for several million square feet of mixed use commercial
space as well as some residential development on the east side. The land area
will be developed over an estimated 20 year period and is planned for commercial
uses such as multi-family, single family, business parks, neighborhood retail
centers, restaurants, hotels and office buildings. Hines Development from
Atlanta is the managing partner of a partnership that purchased the 1,000+/-
acres from the RTC. As a result, a 50 acre parcel has been sold for the
development of the 240,000 SF Primus operations facility with intentions of
future expansion. In addition, a 36 acre parcel has been sold for development as
a retail power center. With the significant development on the north side of the
mall, the mall area has become the strongest new retail development area of the
Metropolitan area. The CoolSprings Galleria Mall and land development are
located in both the Brentwood and Franklin city limits.

Transportation

      Franklin and Williamson County are served by a major railroad and three
major freight lines maintain headquarters in Franklin. There is direct daily bus
service and twelve major airlines currently serve the International Airport in
Nashville, approximately 18 miles northeast of Franklin. Major north-south
traffic arteries through Williamson County include IH-65, US-31, US431, SH-6,
SH-11, SH-106, Old Hillsboro Road and Wilson Pike. Major east-west arteries
include IH-40 (extreme northwest section of the county), and SH-96. A new artery
within Franklin is the Mack Hatcher Bypass (SH-397) which makes a semi-circle
from US-431 on the northside heading east/southeast to US-31 on the southside of
Franklin. Proposed IH-840 is tentatively scheduled to begin construction in
Williamson County in the late 1990's. IH-840 when completed will link IH-40 to
IH-65.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 32
<PAGE>

                                             Williamson County Analysis, cont'd.
- --------------------------------------------------------------------------------

Government and Community Services

      The governing body of Franklin consists of a mayor and eight aldermen.
Municipal services are provided by the city and paid for by city taxes. County
government is composed of the county commission with a county executive and 24
commissioners with two representing each of the 12 voting districts.

      Services include police and fire department, street lighting, sewage
facilities and road maintenance. United Cities Gas Company provides natural gas
to the area, while electric power is supplied by the Middle Tennessee Electric
Membership Corporation. Water is provided by the Harpeth Valley Utility District
and telephone services are provided by South Central Bell Telephone Company.

      Public schools are provided by the Williamson County School District,
generally regarded as one of the best districts in the State in terms of the
number of graduates continuing on to higher educational institutions. According
to officials with the school district, Brentwood High School had the highest
rate of continuation in 1990 with 89.6% of the graduating class indicating their
intention to enter colleges, junior colleges, or universities. The Williamson
County School District had a total enrollment in excess of 11,500 in 1990-91.
The school district has 18 elementary, middle, and high schools. The total
budget for the school district was in excess of $40 million in 1990-91. Private
schools in the area include Battle Ground Academy, Brentwood Academy, Harpeth
Academy, and Franklin Christian Academy. Columbia State Community College has a
branch campus in Franklin as well.

      There are seven banks and three savings and loan associations in Franklin
and additional banks are located throughout the county. Health care is provided
by one hospital with 144 beds. The county is serviced by one clinic, 57 doctors,
27 dentists and 5 nursing homes with 425 beds.

      Recreational activities in Franklin and Williamson County include fishing,
boating, and swimming in nearby TVA lakes and state parks. The James Warren City
Park in Franklin includes five ball fields and eight tennis courts. Forest
Crossing public golf course is available along with two private country clubs
providing recreational activities.

Summary

      In summary, continued growth is anticipated for Williamson County
primarily because of its close proximity to the economic advantages of the
Nashville Metropolitan Area, upper middle class demographics and strong
reputation as the better suburban area of Metropolitan Nashville. Property
values should remain stable as new residents move to the area, and the demand
for supporting commercial and retail services should continue to increase. The
quality of life is considered very good, with the state's highest per capita
income level expected to continue in the near future. The extended outlook for
the county is positive given the favorable level of ecomonic diversification in
the area.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 33
<PAGE>

                                   County Map

                                [GRAPHIC OMITTED]


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                                                           NEIGHBORHOOD ANALYSIS
- --------------------------------------------------------------------------------

Neighborhood Defined

      A neighborhood, as defined by the 9th edition of The Appraisal of Real
Estate is "a grouping of complementary land uses" affected by similar operation
of the four forces that affect property value. These forces include social,
economic, governmental and environmental factors. A neighborhood is further
defined by the revised edition of Real Estate Appraisal Terminology as being a
portion of a larger community, or an entire community, in which there is a
homogeneous grouping of inhabitants, buildings or business enterprises.
Neighborhood boundaries may consist of well-defined natural or manmade barriers
or they may be more or less defined by a distinct change in land use or in the
character of the inhabitants. The overriding purpose of describing and analyzing
a particular neighborhood is to observe and/or quantify data indicating
discernible patterns or urban growth, structure and change that may enhance or
detract from property values.

Neighborhood Boundaries

North:    Liberty Pike

East:     IH-65
South:    Franklin city limits
West:     Mack Hatcher Bypass (SH-397)
Size:     2 square mile

      Comments: The boundaries for the subject neighborhood were chosen because
they contain homogeneous and dependent land uses delineated by distinct man-made
boundaries.

General Neighborhood Data

Distance from CBD:                        16 miles south of Nashville CBD; 4
                                          miles east of Franklin CBD

Distance from Airport:                    20 miles southeast

Percent Built-Up:                         85%

General Land Uses:
   Single Family:                         65%; typical value range - $130,000 to
                                          $250,000
   Apartment:                             10%
   Retail, Office:                        20%
   Industrial, heavy commercial:          0%
Types of Commercial Tenancies:
   Predominant:                           Multi-tenant
   Secondary:                             Single tenant
Predominant Property Age Range:           1970's - 1990's
Neighborhood Life Cycle Stage:            Growing
Public Transportation:                    None, typical

      Comments: This area is delineated as the subject neighborhood because it
contains generally homogeneous land uses predominantly in the form of
commercial/retail development on SH-96 with an economic support base provided by
the single-family residential housing in the remainder of the locale. The SH-96
commercial corridor is the primary commercial district for the majority of
Franklin.


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                                                           NEIGHBORHOOD ANALYSIS
- --------------------------------------------------------------------------------

Trends

      General Neighborhood History: Neighborhood centers in the commercial
corridor formed by SH-96 have flourished in recent years. SH-96 is characterized
as an intense "highway" type commercial corridor that traverses east-west
through the town of Franklin. Development along this thoroughfare includes new
and used auto dealerships, fast-food and family style restaurants, gas
station/convenience stores, a hotel development and several strip shopping
centers. Two shopping centers were developed in 1988. The Mitchell Company
developed the Watson Glen shopping center which consists of approximately
250,000 square feet. The anchor tenants are K-Mart and Red Food Store. This
center is located at the southwest corner of Center Place and Royal Oaks
Boulevard immediately south of SH-96 within the Watson Glen land development.
Sharondale Properties developed the 334,000 square foot Williamson Square
shopping center on the north side of SH-96 at Southwinds Drive. The center is
well occupied and is anchored by Kroger and Walmart stores. Other shopping
centers located in the neighborhood include Alexander's Plaza and The Maples.

      Residential development is generally single-family residential and
consists of several newer developments. These homes are typically priced in the
mid to upper price range of homes in the area and are located on varying sized
lots. Residential development tends to have good access and is generally medium
density, masonry, with a typical age of 1 to 10 years old. Recent data indicates
that the average sale price of homes in this mid section of the Williamson
County sub-market ranges from $150,000 to $250,000 depending on the amount of
land allocated and the size house positioned on each property. Residential
development in the immediate area of the subject consists of mostly single
family developments and multi-family developments.

      New Development: Large tracts of vacant land are becoming more scarce as
the neighborhood undergoes transition from agricultural estates to
commercial/residential use. The area is estimated to be 80% to 85% developed at
the present time. Commercial land along SH-96 between IH-65 and Mack Hatcher
Boulevard is approaching 100% developed tracts. In fact, evidence of
redevelopment of small tracts by demolishing 20+/- year old improvements has
already begun. Land values and rental rates in the subject neighborhood have
increased at above average rates over the past several years in response to 1)
the Saturn Plant, located approximately 12 miles south of Franklin, 2)
development of Cool Springs Mall area including the Ford Primus office building
3) the excellent reputation of this area for education, quality of development,
and per-capita income that has caused significant demand for residential
development.

      Recent commercial development announcements or completions for the area
primarily include shopping center or retail developments. The first development
is located just beyond the neighborhood boundary on SH-96 east of IH-65. The
center is anchored by Food Lion and Revco. The development is nearing
completion. The second development is a 6.5 acre site at the southwest corner of
SH-96 and Southwinds Drive across from Williamson Square shopping center. The
developers have replatted the site from its former eight parcels to four parcels
with cross easements. The parcels are being marketed to freestanding retail
users with recent building completions by Eckerd and Hollywood Video.

      New residential development activity has been ongoing on the north side of
the neighborhood along Liberty Pike between Mack Hatcher Parkway and Royal Oaks
Boulevard. These single family developments are typically targeting the $150,000
to $250,000 home price


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 36
<PAGE>

                                                           NEIGHBORHOOD ANALYSIS
- --------------------------------------------------------------------------------

range. The most recent activity is the recent site work that has begun on
Cheswick Farms (Phillips Builders) and Andover (Advantage Homes) immediately
west of Royal Oaks Boulevard.

      The Centennial High School was constructed by the City of Franklin and
opened for the first time in September 1996. The school is located in the
northeast quadrant of Royal Oaks Boulevard and the recently widened Liberty
Pike. The school abuts IH-65 and serves as a good buffer to the single family
development to the west. In conjunction with the school, Royal Oaks Boulevard is
being extended northward to Jordan Road and will connect with Mallory Lane which
will extend southward from the Cool Springs Mall area. This is anticipated to
have a very positive affect on the neighborhood providing good access to the
school and the employment and retail center of the mall area.

      Historically, apartment construction has been limited in this area of
Franklin. However, two properties are either under construction or very recently
completed in the neighborhood or slightly beyond the defined boundaries. River
Oaks is a 200 unit project completed in 1997. The property is located at Royal
Oaks Court and Mack Hatcher Parkway, south of SH-96. United Dominion, a REIT, is
currently developing the first phase of a 364 unit project located east of IH-65
on the east side of South Carothers Road, south of SH-96.

Conclusions

      In summary, the subject neighborhood is located in one of the highest
growth counties in Tennessee. Williamson County has proven to be one of the most
popular areas for single-family housing in the Nashville Metropolitan area and
high-quality commercial development is moving into the area as well. Williamson
County public schools are rated among the highest in the state and the city of
Franklin has a very diverse cultural background. The presence of the Cool
Springs commercial development immediately to the north along with numerous
existing and new residential subdivisions will most probably affect the
subject's neighborhood in a positive way and allow for anticipated quality
growth.


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<PAGE>

                                Neighborhood Map

                                [GRAPHIC OMITTED]


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 38
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                                                                   SITE ANALYSIS
- --------------------------------------------------------------------------------

Location:                                 1122 Murfreesboro Road (SH-96); SWC
                                          Southwind Drive and SH-96.

      Comments: SH-96 is also referred to as Murfreesboro Pike which is the
official address of the subject property.

Size:
      Acres:                              1.665
      Square Feet (SF):                   72,512 SF
      Source:                             Metes and bounds description and
                                          subject site plan completed by Ragan
                                          Smith Associates, dated 2/11/97.

Shape:                                    Rectangular

Frontage:
      SH-96:                              182.66'
         Street Type:                     Major east-west state highway; serves
                                          as a primary traffic artery for the
                                          City of Franklin and middle Williamson
                                          County. The road is a four lane
                                          thoroughfare plus turn lane.

      Southwinds Drive:                   325.22'
         Street Type:                     Interior collector street; serves as
                                          the primary ingress and egress street
                                          for the Southwinds residential
                                          development immediately south of the
                                          subject. The road is a two lane
                                          street.

Visibility:                               Good. No limiting factors noted

Ingress/Egress:                           Good. No limiting factors noted.
                                          Access from SH-96 is not permitted.
                                          Access is only available from
                                          Southwinds Drive. This is actually
                                          considered a positive characteristic
                                          at this specific location. Traffic is
                                          typically very congested at this
                                          location because of SH-96 being a
                                          primary artery used to access Franklin
                                          from IH-65 and the high concentration
                                          of retail development at the location.
                                          A traffic signal is located at
                                          Southwinds Drive providing orderly
                                          access to the Williamson Square
                                          (330,000+/-SF) shopping center on the
                                          north and the residential development
                                          to the south. Thus ingress/egress from
                                          east and west bound SH-96 traffic is
                                          more manageable and easier from
                                          SouthwindsDrive via the traffic signal
                                          than from SH-96. In addition, the
                                          Williamson Square shopping center
                                          outparcels across SH-96 from the
                                          subject have similar type access.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 39
<PAGE>

                                                          Site Analysis, cont'd.
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                                          The subject tract is actually accessed
                                          by an easement that extends from
                                          Southwinds Drive. The easement
                                          provides access to four Parcels
                                          including the subject.

Topography:                               Level; below road grade of SH-96 to
                                          level in general; at SH-96, the site
                                          is approximately 5' to 8' below street
                                          grade, but is at street grade of
                                          Southwinds Dive at the rear of the
                                          site.

Subsoil Conditions
& Drainage:                               The appraisers are not aware of an
                                          engineering study made to determine
                                          the subsoil conditions. Upon
                                          inspection of the subject and
                                          surrounding improvements, conditions
                                          appear adequate to support the subject
                                          structure. Drainage appears to be
                                          adequate.

Flood Plain:                              No
   FEMA Map #:                            470206-0008 D
   Effective Date:                        07/15/88
   Net Usable Acreage:                    1.665

Nuisances & Hazards:
Environmental:                            Based on our site inspection, the
                                          appraisers did not observe any
                                          specific hazardous materials on the
                                          subject site. The appraisers are not
                                          qualified to detect such substances
                                          and would recommend an environmental
                                          audit be performed by an expert in
                                          this field to determine the possible
                                          existence of any potentially hazardous
                                          substances. No responsibility is
                                          assumed by the appraisers for any such
                                          conditions and the value estimate
                                          contained in this report is predicated
                                          on the assumption that there are no
                                          such hazardous materials existing on
                                          the site.

General:                                  No other nuisances or potential
                                          hazards were noted.

Easements:                                Neither the survey nor the on-site
                                          inspection of the property indicated
                                          any unusual or detrimental easements
                                          other than typical utility easements.

Surrounding Land Uses:                    The surrounding land use patterns are
                                          mostly comprised of retail and
                                          commercial development. East of the
                                          subject is a Toyota automobile
                                          dealership with an animal clinic and
                                          Arby's restaurant beyond. North of the
                                          subject is the 330,000+ SF Williamson
                                          Square shopping center. Outparcels
                                          fronting the shopping center site
                                          include a Pizza Hut at the northeast
                                          comer of Southwinds Drive and SH-96,
                                          SunTrust Bank at the northwest comer,
                                          Franklin National Bank across from the
                                          northwest corner of the subject site
                                          and a


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 40
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                                                          Site Analysis, cont'd.
- --------------------------------------------------------------------------------

                                          freestanding, good quality
                                          construction restaurant (ChopHouse)
                                          across SH-96 and west of the subject
                                          site. The west side of the subject is
                                          abutted by the existing/proposed two
                                          tenant retail building that is leased
                                          to Hollywood Video (existing) and
                                          preleased to a proposed Jiffy Lube.
                                          Beyond the two tenant parcel is the
                                          Maplewood Shopping Center which was
                                          constructed in the mid-1980's. South
                                          of the subject are the two remaining
                                          vacant outparcels from the original
                                          6.607 acre tract. A self storage
                                          facility and the Southwinds Apartments
                                          are located beyond the these vacant
                                          parcels.

      Conclusion: The subject site is compatible with surrounding parcels both
in physical features and use. Additionally, it is functionally adequate for
development of any potential feasible development consistent with surrounding
land uses. The site currently has limited improvements in the form of an
existing street that will have to be razed; however, with the remainder of the
site being generally level to slightly sloping, this is not considered to have a
negative impact on value.

      The reader is directed to the site analysis exhibits provided on the
following pages.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 41
<PAGE>

                                  SITE PLAN MAP

                                [GRAPHIC OMITTED]


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<PAGE>

                                  TAX PLAT MAP

                                [GRAPHIC OMITTED]


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<PAGE>

                                 FLOOD PLAIN MAP

                                [GRAHPIC OMITTED]


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 44
<PAGE>

                                                     DESCRIPTION OF IMPROVEMENTS
- --------------------------------------------------------------------------------

      The data and analysis included in this report section describes the
building and improvement data relevant to the appraisal problem. Sources of the
data are identified and information not available to the appraiser is noted
where necessary. The data presented is analyzed based upon the functional
utility and physical condition relative to their influence on the value
conclusion of this assignment.

Property Type and Character

Property Type:                            Retail; build-to-suit for an Eckerds
                                          freestanding drugstore

Building Age:
   Year Built:                            1997
   Actual Age:                            0 years
   Total Economic Life:                   50 years*
   Effective Age:                         0 years*
   Remaining Economic Life:               50 years*
   * See Condition Analysis to follow

      Comment: The building was completed and Eckerds opened for business
November 1, 1997, or approximately three weeks prior to the effective appraisal
date.

No. of Stories:                           1

Size:
   Gross Building Area (GBA):             11,293 SF
   Net Rentable Area (NRA):               10,908 SF
   Source:                                Site plan; prototype for Eckerds
                                          Drugstore properties
   Floor-to-Area Ratio:                   0.16:1

Building Dimensions:                      140' depth - 80.6' width

      Comment: The subject building is a build-to-suit development for an Eckerd
drug store. The space is rectangular and adaptable to other tenants or possibly
subdivision into multi-tenant space if Eckerd vacates. The building has a
drive-thru canopy and window.

Tenancy:
   No. of Tenants:                        1
   Type Occupancy:                        Single Tenant; freestanding
                                          build-to-suit
   Current Physical Occupancy:            100% (preleased)


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 45
<PAGE>

                                            Description of Improvements, cont'd.
- --------------------------------------------------------------------------------

General Construction Components

Data Sources:
Building Plans Provided:                  Limited Plans and specifications were
                                          made available to the appraiser.
                                          Drawings were completed by Ragan Smith
                                          Associates and dated 02/11/97. Other:
                                          Property inspection by the appraisers,
                                          discussions with representatives of
                                          the property owner.

Foundation:                               Concrete slab

Structural System:                        Concrete block

Roof System:                              Sloping; built-up composition cover
                                          over metal rib decking on steel-bar
                                          joists.

Exterior Walls:                           Painted split faced block; 8" blocks
                                          three rows high at bottom, remainder
                                          is 4" block. Trimed with EIFS and
                                          dryvit bands and parapet wall at and
                                          above roof line.

Exterior Doors:                           Storefront tempered glass in aluminum
                                          frame

Exterior Windows:                         Tempered glass in aluminum frame
                                          across upper 4' of store front wall

Electrical:                               Electrical fixtures and systems are
                                          assumed to be average quality. Average
                                          commercial service. Assumed to comply
                                          with all governing codes and good
                                          industry standard practice.

H.V.A.C.:                                 100% Packaged HVAC

Plumbing:                                 A men's and women's restroom. Adequate
                                          plumbing.

Site Improvements

Signage:                                  Pylon sign at corner of site

Parking Area:                             Heavy duty asphalt in driving areas
                                          and light duty asphalt in parking
                                          areas. Ample parking spaces provided
                                          for tenant

No. of Spaces:                            83


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 46
<PAGE>

                                            Description of Improvements, cont'd.
- --------------------------------------------------------------------------------

      No./1,000 SF of GBA:                7.61/1,000 SF

Concrete Walks:                           Concrete along store front and
                                          partially along east elevation

Drive-Thru Window:                        An approach ramp and drive thru window
                                          covered by a canopy is positioned on
                                          the west side of the building.

Condition/Quality

Construction Quality:                     Good

Condition of Improvements:                Excellent

Effective Age Analysis

      The improvements actual age is 0 years. The typical economic life for
similar structures is 50 years. Inasmuch as the subject will be new
construction, a 50 year remaining economic life is considered reasonable before
significant capital expenditures would be required to extend the economic life.
This yields an estimated 0 year effective age.

Functional Utility Analysis

      The overall property is considered to have average functional utility
based upon the property type and use. The placement of the building on the site
is considered to be functional with good visibility from the road.


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<PAGE>

                                   SITE PLAN

                               [GRAPHIC OMITTED]


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<PAGE>

                                   ELEVATIONS

                                [GRAPHIC OMITTED]


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<PAGE>

                                   ELEVATIONS

                                [GRAPHIC OMITTED]


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<PAGE>

                                                 PHOTOGRAPHS OF SUBJECT PROPERTY
- --------------------------------------------------------------------------------

                                [GRAPHIC OMITTED]

               View of the subject facing south from across SH-96.

                                [GRAPHIC OMITTED]

                View of subject facing south from SH-96 frontage.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 51
<PAGE>

                                         Photographs of Subject Property, cont'd
- --------------------------------------------------------------------------------

                                [PHOTO OMITTED]

                    SH-96 facing east; subject on the right.

                                [PHOTO OMITTED]

                    SH-96 facing west; subject on the left.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 52
<PAGE>

                                                         SUBJECT PROPERTY ZONING
- --------------------------------------------------------------------------------

Subject Zoning Data Summary


Subject Zoning Designation:          GC General Commercial

Zoning Authority:                    City of Franklin

Purpose of Zoning District:          The character of the of the General
                                     Commercial District is defined as that
                                     which is primarily intended to meet the
                                     needs for heavy retail commercial uses. The
                                     service area of the district should cover a
                                     radius of three to five miles, have a
                                     driving time of 10 to 20 minutes and serve
                                     a population of at least 10,000 persons.
                                     Access control shall be emphasized because
                                     of the high traffic generation created by
                                     general commercial uses. General commercial
                                     uses should be placed into cohesive
                                     groupings that can take advantage of major
                                     thoroughfares for traffic dissemination.

Permitted Uses:                      The zoning district permits group homes,
                                     community centers, churches, day care, and
                                     other community uses; nursing homes and
                                     retirement centers; medical clinics,
                                     laboratories and hospitals; office; all
                                     business and personal service uses; all
                                     retail and wholesale trade uses except
                                     industrial sales and supplies. Industrial
                                     uses and services are generally prohibited.

Regulations

Front Yard:                          30'
Side Yard:                           15'
Rear Yard:                           25'
Minimum Landscape Surface
 Ratios:                             20%
Maximum Floor Ratio (FAR):           30%
Maximum Height:                      35'

Required Off-Street Parking:         Generally use specific.Following provides
                                     examples (spaces/SF).
    Office:                          1 sp/300 SF
    Office/Showroom:                 1 sp/500 SF
    Convenience Store:               1 sp/1,000 SF
    General Retail:                  1 sp/200 SF
    Restaurant:                      1 sp/100 SF plus 1
                                     sp/employee for largest
                                     shift

Planning Commission Approval:        A site plan has been approved by the
                                     Planning Department and the Planning
                                     Commission.

Improvements Conformity:             The proposed uses conform to the zoning
                                     regulations.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 53
<PAGE>

                                                Subject Property Zoning, cont'd.
- --------------------------------------------------------------------------------

Other Private, Public or Legal Restrictions

Deed Restrictions:                   None known to the appraisers

Public Restrictions:                 None known to the appraisers

      The reader's attention is directed to the zoning map exhibit presented on
the following page.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 54
<PAGE>

                                  ==========
                                  ZONING MAP
                                  ==========

================================================================================

                               [GRAPHIC OMITTED]

================================================================================


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 55
<PAGE>

                                                            HIGHEST AND BEST USE
- --------------------------------------------------------------------------------

Introduction

      In highest and best use analysis, an appraiser identifies the most
profitable, competitive use to which a property can be utilized. Highest and
best use may be defined as:

      The reasonably probable and legal use of vacant land or an improved
      property, which is physically possible, appropriately supported,
      financially feasible, and that results in the highest value.1

      Proper analysis includes consideration of the highest and best use of a
given property 1) as if vacant, and 2) as improved. The purpose of determining
the highest and best use of land as though vacant is to identify a site's
potential use, which governs its value. The purpose of determining the highest
and best use of property as improved is to identify the use that is expected to
produce the greatest overall return on the capital invested, and to assist the
appraiser in the selection of comparable properties.

      A property's highest and best use must be 1) physically possible, 2)
legally permissible, 3) financially feasible, and 4) maximally productive. These
criteria will be considered sequentially and conditionally in this section of
the appraisal report.

      The highest and best use analysis and conclusions form the foundation for
the application of the three approaches to value and the reconciliation and
final value estimate. The data presented in the previous sections of this report
is analyzed and used as support for establishing the opinion of highest and best
use. Therefore, only the more distinctive characteristics from each section that
have substantial impact on the highest and best use are analyzed. The reader is
referred to the previous sections for the detailed data.

Highest and Best Use as Vacant

      The initial step in analyzing the highest and best us of the appraised
property is to consider the land as if vacant. Highest and best use of land or a
site as vacant assumes that a parcel of land is vacant or can be made vacant by
demolishing any improvements.

1. Physically Possible

      The size, shape, location, topography, and surrounding land use pattern of
a parcel of land affects its physical utility and adaptability. These and other
physical characteristics are considered in analyzing the physical capabilities
of the site and most probable uses.

      Report Section Reference:      Site Analysis and Neighborhood Analysis

      General Site Features:
        Physical Characteristics:    The Rectangular shape, frontage, Level
                                     topography, soil conditions and 1,665 acre
                                     size are functional for almost any type of
                                     development consistent with neighborhood
- ----------

     The Appraisal of Real Estate, Ninth Edition, (Chicago: American Institute 
of Real Estate Appraisers, 1987), p.269.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 56
<PAGE>

                                                   Highest and Best Use, Cont'd.
- --------------------------------------------------------------------------------

                                     trends. No unusual site development costs
                                     would be required.

Utilities & Services:                All public utilities are available to the
                                     site in adequate supply and capacity to
                                     permit development of any probable use of
                                     the site. The site fronts on a high traffic
                                     public street that is in good condition.

Functional Utility:                  Considering the general site features, the
                                     functional utility and physical
                                     adaptability of the subject site is
                                     considered average and will allow most any
                                     typical development prevalent in the area.

Surrounding Land Uses:               The surrounding land use patterns are
                                     mostly comprised of retail and commercial
                                     development. The development includes
                                     restaurants, branch banks, car dealerships
                                     and shopping centers along SH-96. Uses to
                                     the south include vacant land, a self
                                     storage facility and residential uses
                                     beyond. The site abutting the subject to
                                     the west will be developed with a two
                                     tenant retail building preleased to Boston
                                     Market restaurant and Hollywood Video.
                                     Thus, surrounding land uses indicate a
                                     retail or commercial use consistent with
                                     the SH-96 frontage and commercial corridor.

      Physically Possible Conclusion: The physical characteristics of the site
and available utilities and services are adequate for a variety of uses and do
not significantly limit the potential development of the site except to the
density which would be allowed under the current zoning.

2. Legally Permissible Uses

      The analysis of legally permissible uses of the property includes
consideration of zoning ordinances, private and deed restrictions, historic
district controls and environmental regulations.

Report Section Reference:            Zoning Analysis

Zoning Designation:                  GC -General Commercial

Permitted Uses:                      Intended to provide adequate and suitable
                                     space for a wide variety of commercial
                                     activities. Activities that are permitted
                                     by fight are convenience sales and
                                     services, automotive parking, transient
                                     habitation, food service, medical service,
                                     and financial services. See Zoning Analysis
                                     for more information.

Deed Restrictions:                   None known to the appraisers

Public Restrictions:                 No public restrictions are known.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 57
<PAGE>

                                                   Highest and Best Use, Cont'd.
- --------------------------------------------------------------------------------

Possibility of
  Zoning Change:                     Not Likely; given recent site plan
                                     approval.

      Legally Permissible Uses Conclusions: Based upon the factors analyzed and
the legally permissible uses for the subject, the best uses appear to be retail
services.

3. Financially Feasible

      In determining which uses are physically possible and legally permissible,
an appraiser eliminates some uses from consideration. Then the uses that meet
the first two criteria are analyzed further to determine which are likely to
produce an income, or return, equal to or greater than the amount required to
satisfy operating expenses, financial obligations and capital amortization. All
uses that are expected to produce a positive rerum are regarded as financially
feasible.

Most Probable Uses:                  Based upon the analysis of physically
                                     possible uses and legally permissible uses,
                                     the best and most probable uses are limited
                                     to single tenant or limited multi-tenant
                                     retail space.

Feasibility:                         All of the most probable uses listed above
                                     are considered financially feasible based
                                     upon land values in the immediate area.

  Income:                            The use with the highest potential net
                                     operating income is retail sales,
                                     especially a pad site user such as the
                                     proposed drugstore, restaurant, branch bank
                                     or other single tenant retail store pad
                                     user.

  Occupancies:                       Overall occupancy for retail shop space in
                                     the area is estimated to be near 95%+.

                                     The demand for sites in the subject's
                                     immediate locale is evident by the approval
                                     of sites for single tenant development
                                     parcels for Walgreen, Eckerd, Hollywood
                                     Video and Boston Market. In addition,
                                     Harris Teeter had approved the site for a
                                     grocery store. As noted in the Subject
                                     Sales History, Walgreen and Eckerd both
                                     approved the subject site and had
                                     developers submit contracts to purchase the
                                     parcel. The single tenant "pad site" type
                                     users typically generate the highest values
                                     on a per square foot basis as compared to
                                     most other commercial uses. However, these
                                     potential users typically value a site on
                                     the basis of the total purchase price, so
                                     long as the site meets the minimum size and
                                     location requirements. This is particularly
                                     true of the new freestanding drag store
                                     prototypes, which is a relatively new
                                     concept over the past two years.
                                     Previously, these drug store companies had
                                     typically been in-line shopping center
                                     tenants. The freestanding


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 58
<PAGE>

                                                   Highest and Best Use, Cont'd.
- --------------------------------------------------------------------------------

                                     drugstores typically pay the highest price
                                     for a site that meets their requirements.
                                     Most other potential users will pay
                                     substantially lower prices.

                                     Given the fact that two major drugstores
                                     approved the subject site and had
                                     developers submit contracts, and noting
                                     that Eckerds Drugstore is the proposed use
                                     for the subject, a freestanding drugstore
                                     is considered the use that will feasibly
                                     generate the highest return to the land.

      Feasibility Conclusion: The analysis of potential income and return on
investment as well as demand (occupancy) indicates that a freestanding drugstore
would yield the highest return.

4. Maximally Productive

      A comparison of the financially feasible uses indicates that retail
services with low office percentage would yield the highest return to the land.

Highest and Best Use
 As If Vacant Statement:             The highest and best use of the subject
                                     site as vacant is development with a single
                                     tenant, freestanding drugstore.

Highest and Best Use as Improved

      The preceding analysis of the site as vacant is also relevant to the
highest and best use of the subject property, as improved. If the existing
improvements are the same as those indicated for the highest and best use as
vacant, the four tests for highest and best use do not have to be applied here
because the conclusions reached in testing for the highest and best use of the
site as though vacant are applicable to the analysis as improved.

Conformance to Highest and Best
  Use as Vacant:                     The existing improvements of the subject
                                     property generally conform to the highest
                                     and best use as vacant.

Possible Demolition, Renovation or
  Conversion in Use:                 A comparison of the land value estimate and
                                     the value estimate of the property as
                                     improved in the forthcoming valuation
                                     section indicates that the improvements
                                     contribute significant value to the
                                     property. Therefore, demolition is not
                                     justified. An economic analysis shows
                                     remodeling, renovation or conversion of the
                                     subject to another use is not economically
                                     justified.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 59
<PAGE>

                                                   Highest and Best Use, Cont'd.
- --------------------------------------------------------------------------------

Highest & Best Use
 As Improved Statement:              The highest and best use as improved is
                                     continued use as single tenant drugstore.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 60
<PAGE>

                                                        REAL ESTATE TAX ANALYSIS
- --------------------------------------------------------------------------------

Taxing Authorities:                  City of Franklin, Williamson County and a
                                     special Franklin school district. These
                                     municipal government tax rates represent
                                     all local municipal tax charges.

Real Estate Tax Districts

       Williamson County:            This district the for all properties
                                     located within the county boundaries. The
                                     municipal services available in this area
                                     are somewhat limited including no municipal
                                     trash collection, less intense police
                                     services and other similar services.

        City of Franklin:            This district represents all property
                                     within the City of Franklin. Properties in
                                     this district pay both county and city
                                     taxes. The parcels within this district
                                     receive all municipal services available.

    Special School District:         This district was established to assist in
                                     funding of the City of Franklin schools.
                                     The boundaries can extend beyond the City
                                     of Franklin to areas in the county that
                                     utilize the city school system.

Real Estate Tax Rates

      Tax Rate's Year:               1997
      Williamson County:             $2.50 per $100 of Assessed Value
      City of Franklin:              $0.69 per $100 of Assessed Value
      Special School District:       $0.92 per $100 of Assessed Value
         Total:                      $4.11 per $100 of Assessed Value
      Tax Bill Due Date:             Between October and February
                                   
Assessment Ratio

      The taxing authority applies an assessment ratio to each property's tax
appraised value for the calculation of taxes. The assessment ratio applied is
determined by the property type as follows:

      Residential Property           25%
      Commercial Property            40%

Subject Real Estate Tax Data

      Real Estate Tax District:      Franklin/Williamson County/Special School 
                                     District
      Real Estate Tax Rate:          $4.11 per $100 of Assessed Value
      Assessment Ratio:              40%
      Tax Appraised Value:           $515,000 (Vacant Land)

       Parcel 2.01                   $325,000


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 61
<PAGE>

                                               Real Estate Tax Analysis, cont'd.
- --------------------------------------------------------------------------------

       Parcel 2.02                   $190,000

      Comment: The subject is taxed on the basis of eight smaller parcels which
total $1,420,000 for the entire eight lots. The appraised value(s) noted above
is the sum of the tax appraised values of Parcels 2.01 and 2.02 as currently
platted. Now that the subject is replatted as proposed, the Tax Assessor will
reappraise the parcels with the values adjusted to the 1996 valuation year.

Tax Comparables

================================================================================
                                  Assessed  Tax Rate    Tax       Size   Taxes
Comparables     Appraised Value     Value     /$100   Expense     (SF)    /SF
- --------------------------------------------------------------------------------
Sun Trust Bank     $897,000       $358,000    $4.11   $14,747    3,822   $3.86
- --------------------------------------------------------------------------------
Pizza Hut          $539,000       $215,600    $4.11    $8,861    2,858   $3.10
- --------------------------------------------------------------------------------
Chop House         $605,300       $242,120    $4.11    $9,951    5,901   $1.69
Restaurant
- --------------------------------------------------------------------------------
Subject          $1,990,511       $796,204    $4.11   $32,724   10,908   $3.00
Estimated
================================================================================

      Note: 1)    Building size is based on gross square feet.
            2)    The assessed value is calculated based on a 40% assessment
                  ratio.

Subject Tax Expense Analysis:        Since the subject property was completed
                                     only three weeks ago, the appraiser must
                                     estimate the subject tax expense. The Tax
                                     Assessor's office has not completed an
                                     appraisal on the property since completion.
                                     The previous chart presents three tax
                                     comparables in the immediate area of the
                                     subject. There are no freestanding drug
                                     stores in the neighborhood. The subject is
                                     considered inferior to a bank. Based upon
                                     the data presented, the subject tax expense
                                     is estimated to be $3.00/SF.

                                     The tenant will be directly responsible for
                                     the subject tax expense, per the existing
                                     lease.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 62
<PAGE>

                                                             APPRAISAL PROCEDURE
- --------------------------------------------------------------------------------

Introduction

      The estimation of market value of a property that is being appraised is
accomplished by the comparison and analysis of as many techniques as are
appropriate. Three approaches are generally used to produce value indications.

Cost Approach:                       This valuation technique is based on the
                                     premise that the value of a property can be
                                     indicated by the current cost to construct
                                     a reproduction or replacement of the
                                     improvements minus the amount of
                                     depreciation evident in the structures from
                                     all causes plus the value of the land and
                                     entrepreneurial profit. The Cost Approach
                                     is particularly useful for appraising new
                                     or nearly new improvements. Current costs
                                     for constructing improvements are derived
                                     from cost estimators, cost publications,
                                     builders or contractors. Depreciation is
                                     measured by market research and/or through
                                     the application of specific mathematical
                                     procedures. Land value is estimated
                                     separately by direct sales comparison.

Sales Comparison Approach            This approach is most viable when an
                                     adequate number of properties of similar
                                     type have been sold recently or are
                                     currently offered for sale in the subject
                                     market. The application of this approach
                                     produces a value indication for a property
                                     through comparison with similar properties,
                                     called comparable sales. The sale prices of
                                     properties judged to be most comparable
                                     tend to set a range in which the value
                                     indication for the subject falls.

Income Capitalization 
 Approach:                           This approach to value is applicable to
                                     properties capable of producing a net
                                     income stream. By using the income
                                     capitalization approach, the appraiser
                                     measures the present value of the future
                                     benefits of property ownership. Income
                                     streams and the value of property upon
                                     resale (reversion) are capitalized or
                                     converted into a present, lump-sum value.
                                     Research and analysis of data for this
                                     approach are conducted against a background
                                     of supply and demand relationships. This
                                     background provides information on trends
                                     and market anticipation that must be
                                     verified for data analysis.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 63
<PAGE>

                                                    Appraisal Procedure, cont'd.
- --------------------------------------------------------------------------------

Reconciliation of Approaches:        The strengths and weaknesses of each
                                     approach used are weighed in the final
                                     analysis. The approach or approaches
                                     offering the greatest quantity and quality
                                     of supporting data are typically given most
                                     consideration and the final estimate of
                                     value is correlated.

Approaches Utilized
  In This Assignment:                The Cost, Sales Comparison and Income
                                     Capitalization Approaches to value have
                                     each been utilized in estimating the market
                                     value of the subject property as of the
                                     effective date of appraisal.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 64
<PAGE>

                                                                  LAND VALUATION
- --------------------------------------------------------------------------------

Introduction

      A reliable value indication for the subject parcel is provided by an
analysis and comparison of other comparable sites which have sold in the
marketplace. Many factors influence the price of land. The technique involved in
the value estimate of the land uses the principle of substitution as the basis
for analysis, and the methodology includes an analysis of what buyers in the
area have been paying for similar properties. Therefore, the value of the
subject site is derived from sales and listings of comparable properties in the
area. The comparable land sales included in this report are analyzed with
respect to market conditions (time), location, physical characteristics
(functional utility) and size.

      Dollar or percentage adjustments are made to the sale price of each
comparable. Positive adjustments are made for deficiencies in the comparable
property relative to the subject site. Negative adjustments are made for
superior characteristics of the sale relative to the subject. When sufficient
sales data is available, a "paired sales" analysis is utilized. This is a
procedure in which sales are compared in pairs to identify the effect of
specific differences on sale price. When such data is unavailable or
inconclusive, adjustments are made based on discussions with active market
participants (buyers, sellers, investors and developers), historical sales data,
or the appraiser's experience in valuing similar properties.

      The sales on the following pages are considered to have a reasonable
degree of comparability to the land being appraised. Information pertaining to
these transactions has been verified by either the buyer, seller, broker, or
other sources considered reliable and having knowledge of the particular
transaction.


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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 65
<PAGE>

                                                         Land Valuation, cont'd.
- --------------------------------------------------------------------------------


                                                      Comparable Land Sales Data
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 66
<PAGE>

                                                     LAND SALE COMPARABLE NO. 1:
- --------------------------------------------------------------------------------

PROPERTY DATA

 Location:   SEC SH-96 and Royal Oaks Boulevard, Franklin

 County:     Williamson

 Grantor:    Burton P. Grant, et ex

 Grantee:    AmSouth Bank of Tennessee

 Map(s):     79

 Parcel(s):  85.01

 Sale Date:  05/20/96         Book/Page:     1403   /   970

SITE DATA

 Size (Acres):    0.96

 Size (SF):       41,818

 Zoning:          IC

 Utilities:       All available

 Frontage:        160' on SH-96; 275' on Royal Oaks Blvd.; 120' on
                  Riverside Dr.

 Shape:           Irregular rectangle

 Topography:      Level; below SH-96 road grade

 Easements:       None detrimental

 Improvements:    7,194 SF restaurant, no contributory value

 Intended Use:    AmSouth Branch Bank

TRANSACTION DATA

 Consideration:     $675,000                    Price/SF:   $16.14

 Cash Equivalent:   $697,000               Adj. Price/SF:   $16.67

 Financing:         All cash to seller

 Verified By:       Harry Long, AmSouth (205-326-5443)

 Comp_Code:         1231

COMMENTS:           AmSouth razed the existing restaurant for the development of
                    the branch bank. Mr. Long did not provide the cost of
                    demolition. Therefore, the appraiser has estimated the cost
                    at approximately $3.00/SF or $22,000. The site cannot be
                    accessed from either SH-96 or Royal Oaks Boulevard


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 67
<PAGE>

                                                     Land Sale Comparable No. 1:
- --------------------------------------------------------------------------------

                    and is only accessible from Riverside Drive because of the
                    traffic on these streets and close proximity to a traffic
                    light.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 68
<PAGE>

                                                     LAND SALE COMPARABLE NO. 2:
- --------------------------------------------------------------------------------

PROPERTY DATA

 Location:    Walgreens - Gallatin Pk. Northeast corner Gallatin
              Pike and Neely's Bend Road Madison, TN

 County:      Davidson

 Grantor:     Chen Yong Lien, Lee Dunn, Charles Resha, Stanley
              Embree, Norman Jestes

 Grantee:     R.S. Tatum

 Map(s):      51-4        51-4

 Parcel(s):   78-81      94-96

 Sale Date:   09/03/93      Book/Page:      9071  /  672

SITE DATA

 Size (Acres):    1.93

 Size (SF):       84,071

 Zoning:          CS

 Utilities:       All available

 Frontage:        212' Gallatin Pike; 372' Neely's Bend Road

 Shape:           Irregular

 Topography:      Sloping

 Easements:       None detrimental

 Improvements:    None of value at sale date

 Intended Use:    14,468/SF freestanding Walgreens

TRANSACTION DATA

 Consideration:     $1,208,988           Price/SF:      $14.38

 Cash Equivalent:   $1,448,988      Adj. Price/SF:      $17.24

 Financing:         Acquisition & development financing from First

 Verified By:       Margaret Norvell

 Comp_Code:         966

COMMENTS:           This is an assemblage of seven parcels and six owners. The
                    parcels were improved with 2 houses built in the 1930s, 2
                    offices built in 1950+- and a retail building built in 1940.
                    Two parcels were vacant. All improvements were razed. The
                    site had significant slop and required fill


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 69
<PAGE>

                                                     Land Sale Comparable No. 2:
- --------------------------------------------------------------------------------

                    for the intended use. the cost of fill and razing the
                    buildings was $240,000. The cash equivalent price of
                    $1,488,988 reflects the addition of this extraordinary cost.
                    Tax records indicate the land size to be approximately 1.45
                    acres; however, Mrs. Norvell indicated the tract consisted
                    of 76,230/SF of which she brokered, plus an additional
                    7,841/SF site (parcel 81) included in the assemblage.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 70
<PAGE>

                                                     LAND SALE COMPARABLE NO. 3:
- --------------------------------------------------------------------------------

PROPERTY DATA

  Location:    7086 Bakers Bridge Road, Franklin

  County:      Williamson

  Grantor:     Red Robin International

  Grantee:     Rafferty's Inc.

  Map(s):      53

  Parcel(s):   129.02

  Sale Date:   04/30/97      Book/Page:      1516 / 672

SITE DATA

  Size (Acres):    1.82

  Size (SF):       79,279

  Zoning:          Commercial

  Utilities:       All available to site

  Frontage:        Baker's Bridge Avenue

  Shape:           Rectangular

  Topography:      Level

  Easements:       None detrimental

  Improvements:    None of value at sale date

  Intended Use:    Restaurant

TRANSACTION DATA

  Consideration:     $1,200,000           Price/SF:      $15.14

  Cash Equivalent:   $1,200,000      Adj. Price/SF:      $15.14

  Financing:         Cash to seller

  Verified By:       Wayne Wilkerson, CM&H Realty

  Comp_Code:         1272

COMMENTS: This tract has been developed with a Rafferty's restaurant. The site
          is located immediately north of the Cool Springs Mall.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 71
<PAGE>

                                                     LAND SALE COMPARABLE NO. 4:
- --------------------------------------------------------------------------------

PROPERTY DATA

  Location:    NWC Westgate Circle and Moore's Lane, Westgage Commons, Brentwood

  County:      Williamson

  Grantor:     New West Development, LLC

  Grantee:     Modern Age, Inc.

  Map(s):      53

  Parcel(s):   125.02

  Sale Date:   07/28/96      Book/Page:      1310 / 682

SITE DATA

  Size (Acres):      1.82

  Size (SF):         79,279

  Zoning:            C-2

  Utilities:         All available

  Frontage:          Moore's Lane and Westgate Circle (west entrance)

  Shape:             Rectangular

  Topography:        Level

  Easements:         None detrimental

  Improvements:      None of value at sale date

  Intended Use:      An 8,921 SF Cozamel's restaurant

TRANSACTION DATA

  Consideration:     $1,100,000 Price/SF:$13.88

  Cash Equivalent:   $1,100,000 Adj. Price/SF:$13.88

  Financing:         All cash to seller

Verified By:         Wes Lamoureux (373-8811)

Comp_Code:           1040

COMMENTS: The restaurant is completed and open for business. The site is the
          western most parcel fronting Moore's Lane closest to IH-65 in Westgate
          Commons. The site is designated Lot 1 Westgate Commons.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 72
<PAGE>

                          Comparable Land Sale Map #1

                               [GRAPHIC OMITTED]


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 73
<PAGE>

                          Comparable Land Sale Map #2

                               [GRAPHIC OMITTED]


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 74
<PAGE>

                                          COST APPROACH- LAND VALUATION ANALYSIS
- --------------------------------------------------------------------------------

Comparable Land Sales Summary

- --------------------------------------------------------------------------------
               Subject      Sale #1       Sale #2        Sale #3      Sale #4
Sale Date      Current      05/20/96      09/03/93       04/30/9      07/28/96
- --------------------------------------------------------------------------------
Size           1.66         0.96          1.93           1.82         1.82
- --------------------------------------------------------------------------------
Zoning         GC           IC            CS             Comm         C-2
- --------------------------------------------------------------------------------
SP/SF          N/A          $16.67        $17.24         $15.14       $13.88
- --------------------------------------------------------------------------------

Introduction

     A search for comparable land sales within the subject neighborhood and
competitive locales was conducted by the appraiser. The appraiser consulted with
local real estate agents knowledgeable of the subject market and researched
public records for pertinent information. The sales used herein represent the
most comparable data available at the time of the report. Adjustments to these
land prices for market financing, market conditions (time), location, physical
characteristics (functional utility) and size, as they relate to the subject
property, are made accordingly.

     Following is a discussion of the major factors which influence the value of
the subject site. It should be noted that financing, conditions of sale and time
adjustments are made first to each of the comparables in order to reflect
authentic and current pricing trends. The net percentage of the remaining
adjustments for location, physical characteristics (utility) and size is then
applied to the "time adjusted" sales price to reflect the indicated value of the
subject.

Unit of Comparison:              SP/SF; sales price per square foot
Analysis:                        Discussions with brokers and developers in the
                                 subject market indicated that this is the basic
                                 unit of comparison from which they make their
                                 acquisition decisions for land similar to the
                                 subject.

Financing:                       The transactions are either all cash
                                 transactions or are considered to represent
                                 typical market financing and do not require an
                                 adjustment for non-market financing. As such,
                                 no adjustments are made for factors relating to
                                 financing.

Conditions of Sale:              All of the comparable sales are considered to
                                 have typical conditions of sale or the price
                                 reflected in the comparable sale sheet reflects
                                 any necessary adjustments, therefore no
                                 adjustments are made in the land sale
                                 adjustment grid.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 75
<PAGE>

                                                Land Valuation Analysis, Cont'd.
- --------------------------------------------------------------------------------

Market Conditions:
     Description:                This adjustment, often referred to as the "time
                                 adjustment", reflects the direction of change
                                 in the market from the sale date of the
                                 comparable to the valuation date of the subject
                                 property.

     Analysis:                   No adjustments are considered at this time.

Location:
     Description:                Locational features include visibility, access
                                 and proximity to other quality development.

     Analysis:                   All of the sales are located in close proximity
                                 to the subject except Sale No. 2 which is
                                 located north of the Nashville CBD. Sale No. 2
                                 is an older sale, but was intended for the
                                 development of a Walgreen drug store, which is
                                 similar to the subject's highest and best use.
                                 No location adjustments are applied.

Physical Characteristics

     The analysis of physical attributes considers shape, frontage, topography,
zoning and the availability of public utilities. Only those physical
characteristics which impact the sales price of the comparable relative to the
subject will be addressed. The physical elements of the sales as they relate to
the subject are addressed as follows.

     Shape
          Description:           The shape of a site will determine its
                                 adaptability to possible uses. Some
                                 configurations may restrict structural design
                                 or limit the buildable/usable area of the
                                 parcel. A site must have adequate depth to
                                 accommodate the layout of the improvements, but
                                 should not be excessive in relation to the
                                 parcel's frontage and size.

     Frontage:
          Description:           The amount of street frontage is important to
                                 commercial properties and, in particular,
                                 retail properties.

     Topography:
          Description:           The topography of a site can significantly
                                 impact the costs of development. Consideration
                                 must be given to the contour, grade and
                                 drainage of the sale tracts in relation to the
                                 appraised property.

     Zoning:
          Description:           Zoning is often the most basic criteria in
                                 selecting comparables. Sites zoned the same as
                                 the subject property are the most appropriate
                                 comparables. When sufficient sales in the same
                                 zoning category are not


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 76
<PAGE>

                                                Land Valuation Analysis, Cont'd.
- --------------------------------------------------------------------------------

                                 available, data from similar categories may be
                                 used after adjustments have been made. These
                                 adjustments are based on the allowable uses,
                                 permitted density and restrictions within the
                                 ordinance in comparison to the subject.

     Utilities:
          Description:           The availability and proximity to public
                                 utilities (water, sewer, electricity, gas and
                                 telephone) is an important to the development
                                 of any property. This adjustment reflects the
                                 difference in sales price caused by the
                                 distance and capacity of utility services to
                                 the comparable sites and also considers the
                                 cost of bringing utilities to the tract.

Size:
          Description:           Most types of development have an optimal site
                                 size. If a site is larger than optimal, the
                                 value of the excess lands tends to decline at
                                 an accelerating rate. As a result, larger
                                 tracts of land typically sell for less per unit
                                 of comparison than smaller parcels, all other
                                 factors being equal.

          Analysis:              The subject land contains 1.665 acres of land.
                                 The comparable sales have land sizes ranging
                                 from 0.96 to 1.93 acres. Sale No. 1 is
                                 significantly smaller than the remaining sales
                                 and the subject. Based upon a matched pairs
                                 comparison to the other sales, a 10% adjustment
                                 is applied to Sale No. 1.

     Overall, no adjustments are believed necessary in comparison to the subject
property. On the following page is an adjustment grid of the comparable sales
utilizing the adjustments noted in the previous analysis.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 77
<PAGE>

                      Comparable Land Sales Adjustment Grid

<TABLE>
<CAPTION>
                                             ------------------------------------------------------------------------------------
<S>                        <C>                    <C>                  <C>                  <C>                    <C>
                              Subject                Sale #1              Sale #2              Sale #3                Sale #4
                                             ------------------------------------------------------------------------------------
Sale Price                                           $16.67                $17.24               $15.14                $13.88
                                             ------------------------------------------------------------------------------------
Elements of Comparison
                                             ------------------------------------------------------------------------------------
Date of Sale                                        05/20/96              09/30/93             04/30/97              07/28/96
                                             ------------------------------------------------------------------------------------
   Comparison                                        Similar              Similar              Similar                Similar
                                             ------------------------------------------------------------------------------------
   Adjustment                                          0%                    0%                   0%                    0%
                                             ------------------------------------------------------------------------------------
Adjusted Price                                       $16.67                $17.24               $15.14                $13.88
                           ------------------------------------------------------------------------------------------------------
Location                     Excellent                Good                  Good              Excellent              Excellent
                           ------------------------------------------------------------------------------------------------------
   Comparison                                        Similar              Similar              Similar                Similar
                                             ------------------------------------------------------------------------------------
   Adjustment                                          0%                    0%                   0%                    0%
                           ------------------------------------------------------------------------------------------------------
Shape                       Rectangular             Irregular            Irregular           Rectangular            Rectangular
                                                    rectangle
                           ------------------------------------------------------------------------------------------------------
   Comparison                                        Similar              Similar              Similar                Similar
                                             ------------------------------------------------------------------------------------
   Adjustment                                          0%                    0%                   0%                    0%
                           ------------------------------------------------------------------------------------------------------
Frontage                        Good                  Good                  Good                 Good                  Good
                           ------------------------------------------------------------------------------------------------------
   Comparison                                        similar              Similar              Similar                Similar
                                             ------------------------------------------------------------------------------------
   Adjustment                                          0%                    0%                   0%                    0%
                           ------------------------------------------------------------------------------------------------------
Topography                     Level                  Level               Sloping               Level                  Level
                           ------------------------------------------------------------------------------------------------------
   Comparison                                        Similar              Similar              Similar                Similar
                                             ------------------------------------------------------------------------------------
   Adjustment                                          0%                    0%                   0%                    0%
                           ------------------------------------------------------------------------------------------------------
Zoning                           GC                    IC                    CS               Commercial                C-2
                           ------------------------------------------------------------------------------------------------------
   Comparison                                        Similar              Similar              Similar                Similar
                                             ------------------------------------------------------------------------------------
   Adjustment                                          0%                    0%                   0%                    0%
                           ------------------------------------------------------------------------------------------------------
Utilities                  All Available          All available        All available        All available          All available
                           ------------------------------------------------------------------------------------------------------
   Comparison                                        Similar              Similar              Similar                Similar
                                             ------------------------------------------------------------------------------------
   Adjustment                                          0%                    0%                   0%                    0%
                           ------------------------------------------------------------------------------------------------------
Size                            1.66                  0.96                  1.93                 1.82                  1.82
                           ------------------------------------------------------------------------------------------------------
   Comparison                                       Superior              Similar              Similar                Similar
                                             ------------------------------------------------------------------------------------
   Adjustment                                         -10%                   0%                   0%                    0%
                           ------------------------------------------------------------------------------------------------------
Other                           N/A
                           ------------------------------------------------------------------------------------------------------
   Comparison                                        Similar              Similar              Similar                Similar
                                             ------------------------------------------------------------------------------------
   Adjustment                                          0%                    0%                   0%                    0%
                                             ------------------------------------------------------------------------------------
Net Adjustment                                        -10%                   0%                   0%                    0%
                                             ------------------------------------------------------------------------------------
Final Adjustment Sale Price                          $15.00                $17.24               $15.14                $13.88
                                             ------------------------------------------------------------------------------------
</TABLE>


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 78
<PAGE>

                                                Land Valuation Analysis, Cont'd.
- --------------------------------------------------------------------------------

Reconciliation

     The sales prices ranged from $13.88 to $17.24 per square foot before the
adjustment process. The indicated value of the subject property ranged between
$13.88 and $17.24 per square foot after analysis. The adjusted value range is
considered relatively narrow and provides consistent and reliable data from
which to estimate the subject's land value. Inasmuch as the subject has recently
had two contracts submitted for $1,100,000, the estimated value is $1,100,000,
or $15.25/SF. This value is supported by and well within the price per square
foot range and total price range of the comparable sales.

     Based on this analysis, a value of $15.25/SF is considered highly
supportable. Thus, the market value of the fee simple interest in the subject
parcel as if vacant, contingent to the assumptions and limiting conditions
stated herein, as of November 20, 1997 is calculated below:

                              Land Value Estimate

                   Land Size (SF)                     72,512
                   Estimated Value/SF    x            $15.25
                                                      ------
                   Estimated Value                $1,105,808
                   Rounded                        $1,100,000


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 79
<PAGE>

                                                                   COST APPROACH
- --------------------------------------------------------------------------------

Introduction

     The principle of substitution is basic to the Cost Approach. The principle
affirms that no prudent investor would pay more for a property than the amount
for which the site can be acquired and for which improvements that have equal
desirability and utility can be constructed without undue delay. An indication
of value may be produced by adding the depreciated value of the improvements to
the land value estimated by market (direct sales) comparison. The depreciated
value of the improvements is determined by first estimating the reproduction or
replacement cost new and subtracting depreciation from all causes, if any.

     In providing complete building cost estimates, an appraiser must consider
direct (hard) costs, and indirect (soft) costs. Both types of costs are
essential for a reliable reproduction or replacement cost estimate. In addition,
any entrepreneurial profit likely to be realized from the building project must
be estimated.

Cost Data

Source:                  Marshal Valuation Service Manual - calculator cost

     About the Source: This publication is a widely accepted cost data source in
the appraisal industry. The cost data presented in this manual are based on
years of valuation experience, thousands of appraisals and continual analysis of
the costs of new buildings. This publication has been recognized as an authority
in the appraisal field for over fifty years.

     Costs Included In Source: The base calculator costs depicted in the Marshal
Valuation Service Manual include the following:

     1.   Architects's and engineer's fees;

     2.   Normal interest on only the building improvement funds during the
          period of construction and processing fee or service charge;

     3.   Sales taxes on materials;

     4.   Normal site preparation including finish, grading and excavation for
          foundation and backfill;

     5.   Utilities from structure to lot line figured for typical setback;

     6.   Contractor's overhead and profit including job supervision, workmen's
          compensation, fire and liability insurance, unemployment insurance,
          equipment, temporary facilities, security, etc.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 80
<PAGE>

                                                          Cost Approach, cont'd.
- --------------------------------------------------------------------------------

     Costs Not Included In Source: The base calculator costs depicted in the
Marshal Valuation Service Manual do not include the following:

     1.   Costs of buying or assembling land such as escrow fees, legal fees,
          property taxes, right of way costs, demolition, storm drains, or rough
          grading, are considered costs of doing business or land improvement
          costs.

     2.   Pilings or hillside foundations;

     3.   Interest or taxes on the land;

     4.   Feasibility studies, appraisal or consulting fees, etc.;

     5.   Discounts or bonuses paid for financing, project bond issues,
          development overhead or fixture and equipment purchases, etc.;

     6.   Yard improvements including signs, landscaping, paving, walls, yard
          lighting, pools or other recreation facilities;

     7.   Off site costs including roads, utilities, park fees, jurisdictional
          hook-up, tap, impact or entitlement fees and assessments, etc.;

     8.   Marketing costs to create first occupancy including model or
          advertising expenses, leasing or broker's commissions or temporary
          operation of property owners associations.

Subject's Marshall Valuation Cost Data

     Summary of Subject General Building Characteristics:
     Property Type:                Retail store (build-to-suit for Eckerd drug
                                   store)
     Structure:                    Concrete block with brick veneer
     No. of Stories:               1
     Gross Building Area:          11,293 SF

     Classification                Class C

     Type (Quality)                Good to Excellent

     Region/Climate                Central/Moderate

     Page Reference                Section 13, Page 22

     Page Reference Date           September 1995

     Current Multiplier Page       April 1997

     Local Multiplier Page Date    May 1997

     Cost Method                   Calculator, therefore, replacement cost

     The subject improvements are considered to be between good ($56.13/SF) and
excellent ($75.30/SF) quality based on the description provided in the Marshall
Valuation cost manual. The initial unadjusted cost estimate of $65.00/SF is
generally in the middle of the cost estimates by quality. The reader is directed
to the base cost and adjustments presented on the following page.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 81
<PAGE>

                                                          Cost Approach, cont'd.
- --------------------------------------------------------------------------------

     MVS Base Cost & Adjustments

         =============================================================
         1       Base Square Foot Cost                         $65.00
         -------------------------------------------------------------
         2         Square Foot Refinements
         -------------------------------------------------------------
         3       Heating Cooling, ventilation                   $0.00
         -------------------------------------------------------------
         4       Elevator                                       $0.00
         -------------------------------------------------------------
         5       Miscellaneous                                  $2.00
                                                                -----
         -------------------------------------------------------------
         6       Total SF Refinements                          $67.00
         -------------------------------------------------------------
                   Height & Size Refinements
         -------------------------------------------------------------
         7       Number of Stories Multiplier                    1.00
         -------------------------------------------------------------
         8       Height per story multiplier                     1.30
         -------------------------------------------------------------
         9       Floor area-perimeter multiplier                 0.93
                                                                 ----
         -------------------------------------------------------------
         10      Combined multipliers (7x8x9)                    1.21
         -------------------------------------------------------------
                   Final Calculations
         -------------------------------------------------------------
         11      Refined SF Cost (Line 6x10)                   $81.00
         -------------------------------------------------------------
         12      Current cost multiplier                         1.03
         -------------------------------------------------------------
         13      Local multiplier                                0.92
         -------------------------------------------------------------
         14      Final SF Cost (Line 11x12x13)                 $76.76
         =============================================================

     Site Improvements
       & Other Hard Costs:       Site improvement cost and other hard costs
                                 related to the improvements must be added to
                                 the base structural cost estimate. The reader
                                 is directed to the Cost Summary exhibit at the
                                 end of this report section for a summary of
                                 these costs.

     Indirect Costs:             Indirect costs not included in the Marshall
                                 Valuation base costs include loan interest on
                                 land, lease-up costs and professional fees.
                                 Calculations for the loan on land and lease-up
                                 costs are presented as follows.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 82
<PAGE>

                                                          Cost Approach, cont'd.
- --------------------------------------------------------------------------------

     Land Loan Interest Calculations:

                                 Land Value Estimate                 $1,100,000

                                 Construction Interest Rate    x          9.50%

                                 Construction Period (Years)   x           0.60
                                                                     ----------
 
                                   Land Interest               =     $   62,700

     Lease-up Cost Calculations:

                                 Commissions

                                   Market Rent/SF                    $    24.63
  
                                   Net Rentable Area (SF)      x         10,908

                                   Commission/SF               x     $     4.00
                                                                     ----------

                                 Commission Cost, Rounded      =     $   43,632

                                 Plus: Other (marketing, etc.)+               0
                                                                     ----------

                                 Total Lease-up Costs    =           $   43,632

Total Replacement Cost New
(Improvements, Profit & Land):   $2,825,000

Developer's Cost:                $2,556,707

                                 The developer's cost includes all direct and
                                 indirect costs as well as the land. The
                                 estimate does not include profit. The subject's
                                 replacement cost excluding profit based upon
                                 the appraiser's estimate is $2,537,000. Thus,
                                 the appraiser's total cost estimate is
                                 considered reasonable.

Analysis of Depreciation

Introduction - Accrued Depreciation

     Accrued depreciation is a loss in value from the reproduction or
replacement cost of improvements due to any cause as of the date of appraisal.
The value difference may emanate from physical deterioration, functional
obsolescence, external obsolescence, or any combination of these sources. A
description of each of these forms of depreciation as they apply to the
appraised property is detailed as follows:


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 83
<PAGE>

                                                          Cost Approach, cont'd.
- --------------------------------------------------------------------------------

Physical Deterioration

     Physical deterioration is the result of wear, tear and weathering. This
form of depreciation can be divided into two categories - curable and incurable.

     Physical Curable:
          Description:           Refers to items of deferred maintenance which
                                 are in need of repair on the date of the
                                 appraisal in order to restore occupancy or
                                 marketability. Deferred maintenance includes
                                 minor refurbishing of painted, tiled or
                                 carpeted surfaces. It also includes deferred
                                 repairs of mechanical systems, the building
                                 exterior roof cover and the parking areas.

          Subject Analysis:      No physical curable noted at inspection.

     Physical Incurable:
          Description:           Involves an estimate of deterioration that is
                                 not practical or currently feasible to correct.
                                 It pertains to structural elements that were
                                 not listed in the physically curable category.
                                 Generally, incurable physical deterioration is
                                 a product of the aging of major structural
                                 components such as the foundation, framing,
                                 walls, plumbing, electrical, mechanical and
                                 roof systems. In order to estimate the
                                 depreciation charged for this category, the
                                 physical age-life method is applied to the
                                 current reproduction or replacement cost of the
                                 entire structure less the components treated as
                                 curable.

          Subject Analysis:      The reader is directed to the Description of
                                 Improvements Analysis for the analysis of
                                 effective age and economic life. Employing the
                                 physical age-life (straight line) method of
                                 estimating physical incurable deterioration,
                                 the calculations are made as follows:

                                   Physical Incurable Calculations

                                        Actual Age               Proposed; 0

                                        Effective Age                      0

                                        Divide by Economic Life           50
                                                                       -----

                                        Incurable Physical %           0.00%

                                        Remaining Economic Life           50


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 84
<PAGE>

                                                          Cost Approach, cont'd.
- --------------------------------------------------------------------------------

                                   Calculations:

                                     Replacement Cost New         $1,725,388

                                     Less Physical Curable                 0
                                                                  ----------

                                     Subtotal                     $1,725,388

                                     Incurable Physical                   0%
                                                                  ----------

                                     Incurable Physical Estimate  $        0

Functional Obsolescence

     This is the adverse effect on value resulting from defects in design. It
can also be caused by changes that, over time, have made some aspect of a
structure, material or design obsolete by current standards. Functional
obsolescence is generally attributable to deficiencies or super adequacies
inherent in the improvements and the defect may be curable or incurable.

     Functional Curable
          Description:           To be curable, the cost of replacing the
                                 outmoded or unacceptable aspect must be at
                                 least offset by the anticipated increase in
                                 value. The measure of curable functional
                                 obsolescence is the cost to effect the cure.

          Subject Analysis:      The property inspection indicated the property
                                 has no functional curable obsolescence.

     Functional Incurable
          Description:           Involves an estimate of obsolescence that is
                                 not practical or currently feasible to correct.
                                 It pertains to structural elements that were
                                 not listed in the functional curable category.
                                 Capitalization of the net income loss is the
                                 commonly accepted approach to the measurement
                                 of incurable functional obsolescence.

          Subject Analysis:      The property inspection indicated that the
                                 subject improvements are functional. Therefore,
                                 no functional incurable obsolescence was noted
                                 in the subject property.

External Obsolescence

     External obsolescence, which is the result of the diminished utility of a
structure due to negative influences from outside the site, is always incurable.
It can be caused by a variety of factors - neighborhood decline, the property's
location in a community, or market conditions. Only the portion of the loss that
is applicable to the improvements is deducted from the current replacement cost
since the effect of external influences on land value is calculated in the land
valuation. In the absence of comparable sales subject to the same negative
influence, the best


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 85
<PAGE>

                                                          Cost Approach, cont'd.
- --------------------------------------------------------------------------------

method of measuring external obsolescence is by capitalization of the rent loss
or discounting of the rent loss over the affected time period.

     Subject Analysis:           The subject has average access and visibility,
                                 and conforms to surrounding development. The
                                 calculations in the following table indicate
                                 the subject has no external obsolescence.

          External Obsolescence Calculations

               Total Replacement Cost New, Building and Land         $2,825,388

                 Less: Physical Items                                         0

                 Less: Functional Items                                       0
                                                                     ----------

               Depreciated RCN                                       $2,285,388
               -----------------------------------------------------------------

               Required NOI   (   $,825,388    X    9.50%  )         $  268,412

                 Less: Estimated NOI                                   (274,703)
                                                                     ----------

               NOI Loss Due to External Obsolescence                 $   (6,292)

                 Less: NOI Attributable to Land    38.93%                 2,449
                                                                     ----------

               NOI Loss Attributable to Improvements                 $   (3,842)

               Capitalized at:                                             9.50%
                                                                     ----------

               External Obsolescence                                 $  (40,443)

               External Obsolescence, Rounded                        $        0

Accrued Depreciation Summary

                              Physical Curable                       $        0

                              Physical Incurable                     $        0

                              Functional Curable                     $        0

                              Functional Incurable                   $        0

                              External                               $        0
                                                                     ----------

                                Total Accrued Depreciation           $        0


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 86
<PAGE>

                                                          Cost Approach, cont'd.
- --------------------------------------------------------------------------------

COST APPROACH SUMMARY
- --------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
Direct Costs                                         Marshall Valuation    Developer's
                                                     Cost Estimates        Cost
Structural Improvements
<S>                  <C>          <C>            <C>       <C>              <C>
Base Cost Est.       11,293 SF @  $76.76 /SF  =            $  866,833       $  752,652

Site Improvements
Asphalt Paving       45,000 SF @  $ 2.50 /SF  =  $112,500
Fence                    34 LF @  $13.00 /LF  =       442
Drive Thru Canopy       432 SF @  $15.35 /SF  =     6,632
Storefront Canopy     1,178 SF @  $15.35 /SF  =    18,084
Signage & Lighting:                                30,000
Landscaping                                        10,000
Miscellaneous Site Improvements                    70,000
Site Work:                                         72,000
                                                 --------

          Subtotal Site Improvements:                         319,658          350,000
                                                           ----------       ----------

          Total Direct Costs:                              $1,186,491       $1,102,652

Indirect Costs

          Land Loan Interest:                    $ 62,700
          Lease-Up Costs:                          43,632
          Development Fee                          50,000
          Additional Fees & Permits                75,000
          Professional Fees:                       20,000
                                                 --------

            Total Indirect Costs:                             251,332          354,055
                                                           ----------       ----------

Total Direct and Indirect Costs:                           $1,437,823       $1,456,707

Entrepreneurial Profit as % of Direct/Indirect 
  Costs,Rd.                                            20%    287,565          291,341
                                                           ----------       ----------

Total Cost New of Improvements and Profit:                 $1,725,388       $1,748,048

Less: Accrued Depreciation                                          0                0

Depreciated Cost of Improvements:                          $1,725,388       $1,748,048

Plus: Estimated Land Value by Market Comparison:            1,100,000        1,100,000
                                                           ----------       ----------

Value Indicated by the Cost Approach:                      $2,825,388       $2,848,048

Stabilized Value Estimate, Rounded                         $2,825,000

Less: Lease-Up Costs to Stabilization                               0
                                                           ----------

Cost Approach As Is Value Estimate:                        $2,825,000
</TABLE>


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 87
<PAGE>

                                                       SALES COMPARISON APPROACH
- --------------------------------------------------------------------------------

Introduction

     The application of this approach produces an estimate of value by comparing
the subject with properties which recently sold or which are currently offered
for sale in the same or competing areas. This approach is most viable when an
adequate number of properties of similar type have been sold recently. The sales
comparison approach is essential to almost every appraisal of real property.

     In applying the sales comparison approach, the appraiser must complete five
steps:

     1.   Seeks out similar properties for which pertinent sales, listings,
          offerings, and/or rental data are available.

     2.   Ascertains the nature of the conditions of sale, including the price,
          terms, motivating forces, and its bona fide nature.

     3.   Analyzes each of the comparable properties' important attributes with
          the corresponding ones of the property being appraised, under the
          general divisions of conditions of sale, financing terms, market
          conditions (time), location, physical characteristics and income
          characteristics.

     4.   Considers the dissimilarities in the characteristics disclosed in Step
          3, in terms of their probable effect on the sale price.

     5.   Formulates, in light of the comparison thus made, an opinion of the
          relative value of the subject property as a whole, or where
          appropriate, by applicable units, compared with each of the similar
          properties.

     After completing the necessary research, the property sales on the
following pages are considered the most comparable available transactions for
analysis and comparison with the subject.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 88
<PAGE>

                                              Sales Comparison Approach, cont'd.
- --------------------------------------------------------------------------------


                                                Comparable Improved Sales Data
- --------------------------------------------------------------------------------


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 89
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 1:
- --------------------------------------------------------------------------------

PROJECT DATA

     Comp_Code:   205

  Project Name:   CVS Drug Store - Irmo

      Location:   Newberry Avenue & College Street, Irmo, SC

        County:   Lexington

       Grantor:   HMI Corporation/United Retail

       Grantee:   Waldan Properties, Inc.

PROPERTY DATA

   Net Rentable Area (SF):   10,125

                Land Size:   N/A

      Land/Building Ratio:   N/A

               Year Built:   1997

                Occupancy:   100%

             Construction:   Prototype CVS

                Condition:   Excellent

           Anchor Tenants:   CVS Drug Store (single tenant)

  Date of Sale:  09/97       Book/Page:        N/A

  Map(s):        N/A

  Parcel(s):     N/A

TRANSACTION DATA

  Actual Consideration:   $1,961,188         Cash Equivalent:   $1,961,188

  Financing:              Cash to seller

  First Mortgage:         N/A

  Other Mortgages:        N/A

  Total Mortgages:        N/A                  Actual Equity:                N/A

  Verified By:            Todd Agnew, KTR


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 90
<PAGE>

                                    Retail Center Sale Comparable No. 1, cont'd.
- --------------------------------------------------------------------------------

                OPERATING              Total$     Per SF    % of GAI  
                    DATA:            
                                     
     Gross Annual Income:            $177,188     $17.50     100.00%
                                     
            Less Vacancy:            $      0     $ 0.00       0.00%
                                     --------     ------     ------ 
                                     
  Effective Gross Income:            $177,188     $17.50     100.00%
                                     
           Less Expenses:            $ (2,784)    $(0.27)      -1.5%
                                     --------     ------     ------ 
                                     
    Net Operating Income:            $174,404     $17.23      98.43%
                                     
            Debt Service:            $      0     $ 0.00       0.00%
                                     --------     ------     ------ 
                                     
               Cash Flow:            $174,404     $17.23      98.43%
                              
UNITS OF
COMPARISON                            Actual

                          GIM:         11.07

               Effective GINI:         11.07

                 Overall Rate:          8.89%

              Equity Dividend:          8.89%

           Sales Price Per SF:       $193.70

COMMENTS: This building is slated for completion in September 1997, at which
          time the lease begins. It will be a 20 year lease with annual rental
          rates of $177,188 for years 1-10, $195,311 for years 11-15, and
          $205,133 for years 16-20. The initial lease rate equates to $17.50 per
          square foot. Expenses were estimated at 1% of EGI for administration
          and management plus $0.10/SF for structural maintenance and reserves.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 91
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 2:
- --------------------------------------------------------------------------------

PROJECT DATA

     Comp_Code:  206

  Project Name:  CVS Drug Store - Chimney Ridge

      Location:  Clemson Road & Sparkleberry Road, Chimney Ridge, SC

        County:  Richland

       Grantor:  K & G #101, LLC/United Retail

       Grantee:  Jay Senerchin

PROPERTY DATA

   Net Rentable Area (SF):   10,125

                Land Size:   N/A

      Land/Building Ratio:   N/A

               Year Built:   1997

                Occupancy:   100%

             Construction:   Prototype CVS

                Condition:   Excellent

           Anchor Tenants:   CVS Drug Store (single tenant)

  Date of Sale:   06/06/97    Book/Page:        N/A

  Map(s):         N/A

  Parcel(s):      N/A

TRANSACTION DATA

  Actual Consideration:  $1,800,000          Cash Equivalent:  $1,800,000

  Financing:             Cash to seller

  First Mortgage:        N/A

  Other Mortgages:       N/A

  Total Mortgages:       N/A                   Actual Equity              N/A

  Verified By:           Todd Agnew, KTR


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 92
<PAGE>

                                    Retail Center Sale Comparable No. 2, cont'd.
- --------------------------------------------------------------------------------

                OPERATING              Total $         Per SF       % of GAI
                    DATA:

     Gross Annual Income:             $164,227         $16.22        100.00%
            Less Vacancy:             $      0         $ 0.00          0.00%
  Effective Gross Income:             $164,227         $16.22        100.00%
           Less Expenses:             $ (2,655)        $(0.26)        -1.62%
    Net Operating Income:             $161,572         $15.96         98.38%
            Debt Service:             $      0         $ 0.00          0.00%
               Cash Flow:             $161,572         $15.96         98.38%

UNITS OF
COMPARISON                             Actual

                        GIM:            10.96
              Effective GIM:            10.96
               Overall Rate:             8.98%
            Equity Dividend:             8.98%
         Sales Price Per SF:          $177.78

COMMENTS: This is a CVS Drug Store in Chimney Ridge South Carolina, which is a
          suburb of Columbia. The GAI and EGI are the same, and they equate to
          $16.22 per square foot. Expenses are estimated at 1% of EGI for
          administration and management plus $0.10/SF for structural maintenance
          and reserves. While this transaction reportedly closed on June 6,
          1997, the Richland County Public Records office indicated that it has
          not yet been recorded.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 93
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 3:
- --------------------------------------------------------------------------------

PROJECT DATA

     Comp_Code:   207

  Project Name:   CVS Drug Store - Lilburn

      Location:   341 John Carroll Road, Lilburn, GA

        County:   Gwinnett

       Grantor:   Branch Prop. LP

       Grantee:   Dr. B. Schwarghofer

PROPERTY DATA

   Net Rentable Area (SF):   13,125

                Land Size:   2 Acres

      Land/Building Ratio:   0.15

               Year Built:   1996

                Occupancy:   100%

             Construction:   Prototype CVS

                Condition:   Excellent

           Anchor Tenants:   CVS Drug Store (single tenant)

Date of Sale:   12/96       Book/Page:        13619/24

Map(s):         N/A

Parcel(s):      N/A

TRANSACTION DATA

  Actual Consideration:  $1,839,200        Cash Equivalent:  $1,839,200

  Financing:             Cash to seller

  First Mortgage:        $0

  Other Mortgages:       $0

  Total Mortgages:       $0                  Actual Equity:        $1,839,200

  Verified By:           Todd Agnew, KTR


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 94
<PAGE>

                                    Retail Center Sale Comparable No. 3, cont'd.
- --------------------------------------------------------------------------------

              OPERATING     Total $    Per SF    % of GAI
                  DATA:

   Gross Annual Income:    $168,525    $12.84     100.00%

          Less Vacancy:          $0     $0.00       0.00%
                           --------    ------      ----- 

Effective Gross Income:    $168,525    $12.84     100.00%

         Less Expenses:     ($2.997)   ($0.23)     -1.78%
                           --------    ------      ----- 

  Net Operating Income:    $165,528    $12.61      98.22%

          Debt Service:          $0     $0.00       0.00%
                           --------    ------      ----- 

             Cash Flow:    $165,528    $12.61      98.22%

UNITS OF
COMPARISON                   Actual

                     GIM:     10.91

           Effective GIM:     10.91

            Overall Rate:      9.00%

         Equity Dividend:      9.00%

      Sales Price Per SF:   $140.13

COMMENTS: This a CVS Drug Store in Gwinnett County, Georgia. There is a triple
          net lease in place on the property. The NOI was provided, with the
          other figures being estimated. Expenses are based on 1% of EGI for
          administration and management plus $0.10/SF for structural maintenance
          and reserves.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 95
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 4:
- --------------------------------------------------------------------------------

PROJECT DATA

     Comp_Code:   185

  Project Name:   Eckerd Drugs - Acworth

      Location:   3245 Cobb Parkway, west of Acworth Due West Road, Acworth, GA

        County:   Cobb

       Grantor:   Regency Realty Group, Inc.

       Grantee:   Arthur Chester Skinner, Jr., et al

PROPERTY DATA

   Net Rentable Area (SF):   10,908

                Land Size:   1.11 Acres

      Land/Building Ratio:   4.43/1

               Year Built:   1996

                Occupancy:   Excellent

             Construction:   Concrete block (58 parking spaces)

                Condition:   100%

           Anchor Tenants:   Eckerd Drugs (single tenant)

  Date of Sale:   12/20/96         Book/Page:    10067    /   273

  Map(s):         N/A

  Parcel(s):      N/A

TRANSACTION DATA

  Actual Consideration:  $1,804,400     Cash Equivalent:  $1,804,400

  Financing:             All cash to seller

  First Mortgage:        $0

  Other Mortgages:       $0

  Total Mortgages:       $0               Actual Equity:          $1,804,400
 
  Verified By:           Seller


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 96
<PAGE>

                                    Retail Center Sale Comparable No. 4, cont'd.
- --------------------------------------------------------------------------------

                OPERATING       Total $     Per SF     % of GAI
                    DATA:

     Gross Annual Income:      $170,469     $15.63      100.00%

            Less Vacancy:      $      0     $ 0.00        0.00%
                               --------     ------      ------ 

  Effective Gross Income:      $170,469     $15.63      100.00%

           Less Expenses:      $ (2,795)    ($0.26)      -1.64%
                               --------     ------      ------ 

    Net Operating Income:      $167,674     $15.37       98.36%
 
           Debt Service:       $      0     $ 0.00        0.00%
                               --------     ------      ------ 

               Cash Flow:      $167,674     $15.37       98.36%

UNITS OF
COMPARISON                      Actual

                        GIM:     10.58

              Effective GIM:     10.58

               Overall Rate:      9.29%

            Equity Dividend:      9.29%

         Sales Price Per SF:   $165.42

COMMENTS: The lease is triple net with a 25-year term and four 5-year options.
          The lease includes a $0.50/SF rent escalation every five years. The
          seller did not report any expenses. Therefore, the appraisers have
          estimated a 1% management/administrative expense and a $0.10/SF
          structural maintenance and reserves. Acworth is located in extreme
          northwest Cobb County and is part of the Atlanta Metropolitan Area.
          Acworth has a population of 2,500. The town is just beyond the extreme
          northern edge of development expanding northward from Atlanta. As of
          the date of sale, the town still has a small town atmosphere, but
          benefits from the immediate access to IH-75 and proximity to
          employment centers of the generally highly developed Atlanta suburban
          area of Cobb County.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 97
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 5:
- --------------------------------------------------------------------------------

PROJECT DATA

     Comp_Code:    187

  Project Name:    Eckerd Drugs - Tucker

      Location:    4005 Lawerenceville Highway, Tucker, GA

        County:    DeKalb

       Grantor:    Regency Realty Corp, Inc.

       Grantee:    Millstein Industries

PROPERTY DATA

   Net Rentable Area (SF):  9,504

                Land Size:  1.04 Acres

      Land/Building Ratio:  4.77/1

               Year Built:  1996

                Occupancy:  100%

             Construction:  Concrete block and stucco accents (46 parking

                Condition:  Excellent

           Anchor Tenants:  Eckerd Drugs (single tenant)

  Date of Sale:  12/19/96   Book/Page:    9255    /   534

  Map(s):         N/A

  Parcel(s):

TRANSACTION DATA

  Actual Consideration:   $1,818,928         Cash Equivalent:   $1,818,928

  Financing:              All cash to seller

  First Mortgage:         $0

  Other Mortgages:        $0

  Total Mortgages:        $0                   Actual Equity:       $1,818,928

  Verified By:            Seller and Terry Love


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 98
<PAGE>

                                    Retail Center Sale Comparable No. 5, cont'd.
- --------------------------------------------------------------------------------

                OPERATING         Total $       Per SF       % of GAI
                    DATA:

     Gross Annual Income:        $176,436       $18.56        100.00%

            Less Vacancy:        $      0       $ 0.00          0.00%
                                 --------       ------        ------ 

  Effective Gross Income:        $176,436       $18.56        100.00%

           Less Expenses:        $ (2,715)      $(0.29)        -1.54%
                                 --------       ------        ------ 

    Net Operating Income:        $173,721       $18.27         98.46%

            Debt Service:        $      0       $ 0.00          0.00%
                                 --------       ------        ------ 

               Cash Flow:        $173,721       $18.27         98.46%

UNITS OF
COMPARISON                         Actual

                         GIM:      10.31

               Effective GIM:      10.31

                Overall Rate:       9.55%

             Equity Dividend:       9.55%

          Sales Price Per SF:    $191.39

COMMENTS: The lease is triple net over a 25-year term with four 5-year options.
          The lease escalates every five years by $0.50/SF. The seller did not
          report any expenses; therefore, a 1% management/administrative expense
          and $0.10/SF structural reserves is estimated by the appraisers.
          Tucker, DeKalb County is a growing area with increasing population
          within the Atlanta Metropolitan area. The site has 118' of frontage on
          Lawrenceville Highway with a traffic count of 24,400 vehicles per day.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 99
<PAGE>

                              Comparable Sale Map

                               [GRAPHICS OMITTED]


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 100
<PAGE>

                                            SALES COMPARISON APPROACH - ANALYSIS
- --------------------------------------------------------------------------------

Comparable Improved Sales Summary

Analysis of Potential Gross Income, cont'd.

Summary of Comparable Improved Rental Data

<TABLE>
<CAPTION>
==================================================================================================
Sale No.            Subject               1             2              3           4            5
- --------------------------------------------------------------------------------------------------
Name/Address                         Eckerd        Eckerd       CVS Drug    CVS Drug     CVS Drug
                                      Drugs         Drugs    Store, Irmo      Store,       Store,
                                    Acworth        Tucker                    Chimney      Lilburn
                                                                              Ridge
- --------------------------------------------------------------------------------------------------
<S>                 <C>            <C>           <C>            <C>         <C>           <C>
Sale Date           Current        12/20/96      12/19/96       UC(9/97)    06/06/97        12/96
- --------------------------------------------------------------------------------------------------
Year Built             1997            1996          1996           1997        1997         1996
- --------------------------------------------------------------------------------------------------
Occupancy               100%            100%          100%           100%        100%         100%
- --------------------------------------------------------------------------------------------------
Size/SF              10,908          10,908         9,504         10,125      10,125       13,125
- --------------------------------------------------------------------------------------------------
% Credit                100%            100%          100%           100%        100%         100%
Anchor
- --------------------------------------------------------------------------------------------------
SP/SF                   N/A         $165.42        191.39        $193.70     $177.78      $140.13
- --------------------------------------------------------------------------------------------------
NO1/SF               $25.18          $15.37        $18.27         $17.23      $15.96       $12.61
- --------------------------------------------------------------------------------------------------
GIM                     N/A           10.58         10.31          11.07       10.96        10.91
- --------------------------------------------------------------------------------------------------
NOI/GPI               98.61%          98.36%        98.46%         98.43%      98.38%       98.22%
==================================================================================================
</TABLE>

Note: All transaction data in the chart reflects cash equivalency and/or other
      adjustments applied in the comparable sale summary sheets.

Introduction

     A search for comparable sales within the subject neighborhood and
competitive locales was conducted by the appraiser. The appraiser consulted with
local real estate agents knowledgeable of the subject market and researched
public records for pertinent information. The sales used herein represent the
most comparable data available at the time of the report.

Comparison of Important Factors Affecting SP/SF

     All property characteristics of the comparable sales and the subject
property have been analyzed by the appraisers. The following summarizes the
comparison of primary factors of the comparable sales affecting value as
compared to the subject.

Subject:

     Primary Negative Factors:   None
     Primary Positive Factors:   Good location in primary retail and commercial
                                 corridor of relatively high income and growth
                                 neighborhood; limited land available for future
                                 competition; net income per square foot;
                                 improved credit rating of Eckerd since December
                                 1996


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 101
<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
- --------------------------------------------------------------------------------

     Comment: The sales price per square foot analysis utilizes a net operating
per square foot adjustment. Thus, the indicated value per square foot range must
consider the credit rating of the sale's tenant as compared to the subject
tenant, which is a significant factor in the pricing of single tenant buildings
leased to national credit tenants. Since the credit rating issue is generally
associated with derivation of overall rates, the detailed discussion of this
factor is presented in the Analysis of Direct Capitalization in the Income
Capitalization Approach presented later in this report.

     The Eckerd credit rating has improved since December 1996, the date of sale
for the comparable Eckerd store sales, because Eckerd was acquired by JC Penney.
As a result, the subject is actually most comparable to the CVS sales instead of
the Eckerd sales. CVS has a relatively strong credit rating in the pharmacy
industry. The company which has the strongest credit rating is Walgreen, which
typically sells at lower overall rates. CVS, and now Eckerd, are considered to
be in the next tier of pharmacy companies relative to credit ratings. Again,
this factor primarily affects the comparison of the adjusted sale prices per
square foot as compared to the subject.

Sale No. 1 - Eckerd Drugs Acworth:

     Inferior Factors
       Compared to Subject:      Smaller town with long-term potential growth;
                                 net income per square foot; Eckerd credit
                                 rating at time of sale

     Superior Factors
       Compared to Subject:      None
     Overall Comparison
       to Subject:               Inferior before and after adjustments

Sale No. 2 - Eckerd Drugs Tucker:
     Inferior Factors
       Compared to Subject:      Slightly inferior location/town; net income per
                                 square foot; Eckerd credit rating at time of
                                 sale

     Superior Factors
       Compared to Subject:      None
     Overall Comparison
       to Subject:               Inferior before and after adjustments

Sale No. 3 - CVS Drug Store, Irmo:
     Inferior Factors
       Compared to Subject:      Net operating income lower
     Superior Factors
       Compared to Subject:      None
     Overall Comparison
       to Subject:               Inferior before adjustments; similar after 
                                 adjustments

Sale No. 4 - CVS Drug Store, Chimney Ridge:
     Inferior Factors
       Compared to Subject:      Net operating income lower
     Superior Factors
       Compared to Subject:      None


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 102
<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
- --------------------------------------------------------------------------------

     Overall Comparison
       to Subject:               Inferior before adjustments; similar after 
                                 adjustments

Sale No. 5 - CVS Drug Store, Lilburn:
     Inferior Factors
       Compared to Subject:      Net operating income lower
     Superior Factors
       Compared to Subject:      None
     Overall Comparison
       to Subject:               Inferior before adjustments; similar after 
                                 adjustments

Most Comparable Sales:           No. 3, 4 and 5

     Comment: As previously noted, Eckerd's merger with JC Penney has
substantially improved its credit rating. As a result, the subject is actually
considered inferior to the Eckerd sales (Nos. 1 and 2) and more comparable to
the CVS sales (Nos. 3 through 5).

Sale Price Per Square Foot Method

Description:                     The Price Per Square Foot indicator is a
                                 general common denominator which encompasses
                                 all influences without specifically identifying
                                 their impact. It is most affected by location,
                                 size, age/condition, and existing leases at
                                 above or below market levels, if a rental
                                 property. This indicator is derived by dividing
                                 the sales price by the net rentable area.

NOI/SF Adjustment Technique:     A wide range produced by this method indicates
                                 that the comparable sales have varying
                                 income-producing capabilities attributable to
                                 differences in age, location, size and quality.
                                 In order to adjust for these differences, a
                                 multiplier is obtained by dividing the
                                 subject's NOI/SF by the NOI/SF of each
                                 comparable sale. The resulting multiplier is
                                 then applied to the sales price/SF of each
                                 comparable resulting in an indicated sale
                                 price/SF for the subject property. The
                                 following grid displays this technique.

NOI/SF Adjustment Analysis

          Sale No.    NOI/SF       SP/SF       Multiplier    Adj. SP/SF  
          --------    ------       -----       ----------    ----------
          
            5         $12.61       $140.13     1.9971        $279.85
          
            1         $15.37       $165.42     1.6385        $271.04
          
            4         $15.96       $177.78     1.5779        $280.52
          
            3         $17.23       $193.70     1.4616        $283.11
          
            2         $18.27       $191.39     1.3784        $263.81
          
          Subj.       $25.18           ---        ---            ---


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 103
<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
- --------------------------------------------------------------------------------

Note: Above chart is sorted based on ascending NOI/SF's.

     Comments/Analysis:Additional subjective adjustments may be required based
on unquantifiable factors not recognized in the NOI/SF adjustment. Examples are
investment grade compared to owner occupancy, quality of tenants, conditions of
sale and other intangible factors. Based on the adjusted sale price per square
foot of the previously identified most comparable sales (Nos. 3, 4 and 5) and
considering the comparability factors previously discussed, the indicated market
value per square foot range for the subject property is $280.00 to $283.00. The
calculations are presented as follows.

SP/SF Method Calculations

                                                          Value Est.,
                Size                SP/SF Est.              Rounded

            10,908  SF       x      $280.00     =        $3,050,000
            10,908  SF       x      $283.00     =        $3,090,000

Gross Income Multiplier Method

Description:                     The Gross Income Multiplier illustrates the
                                 relationship between the sales price and the
                                 revenue stream of a property. Investments are
                                 often acquired on the basis of a multiple
                                 either of their current or potential income
                                 flow. Because this indicator is a good
                                 reflection of the motives of purchasers, it is
                                 considered to be a realistic assessment of
                                 market tendencies.

NOI/Gross Potential Income
  Ratio Comparison of GIM's:     GIM's are typically influenced by the
                                 relationship between the net operating income
                                 and gross potential income as measured by the
                                 net operating income to gross income ratio
                                 (NOI/GPI ratio). The sales with the most
                                 similar NOI/GPI ratios are typically considered
                                 to be the most comparable to the appraised
                                 property all other factors being equal. The
                                 following chart summarizes the comparison of
                                 the GIM's to the comparable sales' NOI/GPI
                                 ratio as well as comparing the NOI/GPI ratio of
                                 the comparable sales to the subject's NOI/GPI
                                 ratio.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 104
<PAGE>

                            NOI/GPI to GIM Comparison

                        Sale          No.NOI/GPI%     GIM
                        5              98.22%         10.91
                        1              98.36%         10.58
                        4              98.38%         10.96
                        3              98.43%         11.07
                        2              98.46%         10.31
                        Subj.          98.61%           ---

Note: Above chart is sorted based on ascending NOI/GPI's.

     Comment/Analysis:All of the sales have a highly similar NOI/GPI ratio as
the subject. Therefore, the most comparable sales, Nos. 3, 4 and 5, should be
the best GIM indicator for the subject. Thus, the GIM range estimated for the
subject is 10.75x to 11.00x after considering the factors noted above. The
calculations for this method are presented below.

                                GIM Calculations

                                                         Value Est.,
                  Gross Inc.             GIM Est.         Rounded

                  $278,580         x       10.75   =    $2,990,000

                  $278,580         x       11.00   =    $3,060,000

Sales Comparison Approach - Reconciliation

                             Summary of Value Ranges

                     Method                  Value Range
                                -------------------------------------
                     SP/SF:     $3,050,000      to         $3,090,000

                     GIM:       $2,990,000      to         $3,060,000

     Comment/Analysis:Both valuation methods placed most weight on the most
comparable sales. In addition, the two techniques yield very similar value
ranges. Given these factors, the subject's value estimate should be in the
middle of the overall value range. The following calculates the as is value
estimate by this approach.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 105
<PAGE>

                                  Sales Comparison Approach -  Analysis, cont'd.
- --------------------------------------------------------------------------------

                            Sales Comparison Approach
                              As Is Value Estimate

            Current Stabilized Value                    $3,050,000
            Estimate

            Less: Deferred Maintenance                           0

            Less: Lease-Up Costs to
            Stabilization                                        0
                                                        ----------

            As Is Value Estimate                        $3,050,000
                                                        ==========

     As a result, the value estimate as indicated by the sale comparison
approach, is reconciled as follows.

Sales Comparison Approach Value Estimate:              $3,050,000

     Implied SP/SF                                     $   279.61

     Implied GIM:                                           10.95


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 106
<PAGE>

                                                  INCOME CAPITALIZATION APPROACH
- --------------------------------------------------------------------------------

Introduction

     The income capitalization approach is the procedure in appraisal analysis
which converts anticipated benefits (dollar income or amenities) to be derived
from the ownership of property into a value estimate. Anticipated future income
and/or reversions are discounted to a present worth figure through the
capitalization process.

     This approach, like the cost and sales comparison approaches, requires
extensive market research. Specific areas that an appraiser investigates for
this approach are the property's gross income expectancy, the expected reduction
in gross income from lack of full occupancy and collection loss, the expected
annual operating expenses, the pattern and duration of the property's income
stream, and the anticipated value of the resale of other real property interest
reversions. When accurate income and expense estimates are established, the
income streams are converted into present value by the process of
capitalization. The rates or factors used for capitalization are derived by the
investigation of acceptable rates of return for similar properties.

     The income capitalization approach is generally applied in appraising
income-producing properties. The quantity, quality and durability of the income
stream must be considered in estimating the economic rent of an income-producing
property.

     Quantity:      Rental comparables have been gathered from similar 
                    properties to show current market rents,

     Quality:       This is a measure of the strength of the tenant that could
                    be expected to occupy the subject (i.e., AAA, regional,
                    local, etc.).

     Durability:    This is reflected in the vacancy of the area.

     In order to analyze contractual rentals of the subject and determine the
economic rent potential of the available space, a survey was conducted of
similar developments.

     The pages which follow will summarize the comparable rental data utilized
in the appraisal of the subject property. While this study does not include all
competitive space, it is useful in determining patterns of occupancy and
economic levels of rent.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 107
<PAGE>

                                         Income Capitalization Approach, cont'd.
- --------------------------------------------------------------------------------

                                                 Comparable Improved Rental Data
- --------------------------------------------------------------------------------


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 108
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 1:
- --------------------------------------------------------------------------------

                               [GRAPHIC OMITTED]

PROJECT DATA

  Project Name:   Eckerd Peartree Village

      Location:   SWC Church Street and Franklin Pike, Peartree Village Shopping
                  Center, Brentwood, TN

        County:   Williamson

PROPERTY DATA

     Rentable Area (SF):   11,120

             Year Built:   1997

           Construction:   Concrete Block with brick veneer (inline space)

             Bay Depths:   140'

         Anchor Tenants:   Harris Teeter, Office Max

RENTAL DATA

          Quoted Rate/SF:  $17.50

      Existing Rate Range

          Anchor Tenants:  Not provided

              Spec Space:  $20.00+ quoted

        Restaurant Space:  N/A


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 108
<PAGE>

                                           Retail Rent Comparable No. 1, cont'd.
- --------------------------------------------------------------------------------

LEASE TERMS
             Lease Basis:   NNN

      Typical Lease Term:   20 years

              CAM Charge:   $1.50/SF

        Escalator Clause:   Escalates $0.50/SF every five years

              Finish-Out:   Turn key

       Rental Concessions   None

  Occupancy Rate:   100%                 Historical Occupancy Rate:  N/A

  Verified By:      Holly Shuck

  Date:             04/25/96                             Comp_Code:  291

COMMENTS: The Eckerd tenant space is one tenant within the 109,867 SF Peartree
          Village shopping center in Brentwood. The center was completed in
          early speculative space. The Eckerd space is in-line tenant space and
          is not a freestanding building, which typically yields higher rent
          than in-line space.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 110
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 2:
- --------------------------------------------------------------------------------

                               UNDER CONSTRUCTION
                            PHOTOGRAPH NOT AVAILABLE

PROJECT DATA

  Project Name:  CVS Franklin

      Location:  E/s of U.S. 431/Hillsboro Road at Del Rio Pike, Franklin

        County:  Williamson

PROPERTY DATA

     Rentable Area (SF):  10,125

             Year Built:  Proposed, 1998

           Construction:  Concrete block and brick veneer

             Bay Depths:  140'

         Anchor Tenants:  CVS

RENTAL, DATA

         Quoted Rate/SF:  $18.91
 
    Existing Rate Range

         Anchor Tenants:  18.91


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 111
<PAGE>

                                         Retail Rent Comparable No. 2, cont'd.
- ------------------------------------------------------------------------------

             Spec Space:  N/A

       Restaurant Space:  N/A

LEASE TERMS

            Lease Basis:  Absolute Net

     Typical Lease Term:  20 years

             CAM Charge:  Tenant directly responsible

       Escalator Clause:  Rent escalates 5% in Year 10.

             Finish-Out:  Turnkey

      Rental Concessions  None

Occupancy Rate:   100%                    Historical Occupancy Rate:  N/A

Verified By:      Mark McDonald

Date:             08/16/97                                Comp_Code:  000

COMMENTS: The property rent basis is absolute net. Tenant pays insurance, taxes
          and common area maintenance directly. Landlord is responsible for
          structural maintenance only.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 112
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 3:
- --------------------------------------------------------------------------------

                                [GRAPHIC OMITTED]

PROJECT DATA

  Project Name:  Walgreens, Bartlett

      Location:  5950 Stage Road, Bartlett, TN

        County:  Shelby

PROPERTY DATA

     Rentable Area (SF):  15,400

             Year Built:  1996

           Construction:  Masonry

             Bay Depths:  Typical

         Anchor Tenants:  Walgreens

RENTAL DATA

         Quoted Rate/SF:  $21.50

     Existing Rate Range

         Anchor Tenants:  $21.50


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 113
<PAGE>

                                           Retail Rent Comparable No. 3, cont'd.
- --------------------------------------------------------------------------------

             Spec Space:  N/A
       Restaurant Space:  N/A

LEASE TERMS

            Lease Basis:  Absolute net

     Typical Lease Term:  20 years

             CAM Charge:  N/A

       Escalator Clause:  Every five years

             Finish-Out:  Turn-key

      Rental Concessions  None

  Occupancy Rate:  100%           Historical Occupancy Rate:   N/A

  Verified By:     Buyer

  Date:            07/01/96                       Comp_Code:   283

COMMENTS:     A lease was negotiated before construction of $21.50/SF absolute
              net with several 5 year options. Very good corner location in the
              heart of Bartlett.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 114
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 4:
- --------------------------------------------------------------------------------

                               [GRAPHIC OMITTED]

PROJECT DATA

  Project Name:  Hollywood Video Franklin

      Location:  South side of SH-96, 185' west of Southwinds

                 Drive, Franklin

        County:  Williamson

PROPERTY DATA

       Rentable Area (SF):  7,488

               Year Built:  1997

             Construction:  Wood frame and dryvit siding

               Bay Depths:  125'

           Anchor Tenants:  Hollywood Video

RENTAL DATA

           Quoted Rate/SF:  $22.42

       Existing Rate Range

           Anchor Tenants:  $22.42


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 115
<PAGE>

                                         Retail Rent Comparable No. 4, cont'd.
- ------------------------------------------------------------------------------


               Spec Space:  N/A

         Restaurant Space:  N/A

LEASE TERMS

              Lease Basis:  Absolute Net

       Typical Lease Term:  15 years

               CAM Charge:  Tenant directly responsible

         Escalator Clause:  Yes; see comments

               Finish-Out:  Turnkey

        Rental Concessions  None

 Occupancy Rate:   100%             Historical Occupancy Rate:  N/A

 Verified By:      Gerry Woodruff

 Date:             03/15/97                         Comp_Code:  290

COMMENTS:     The lease space is one lease space in a two tenant building. The
              second tenant will be a Jiffy Lube on a modified ground lease. The
              proposed Jiffy Lube construction is scheduled to be completed in
              February 1998. The Hollywood Video rent escalation occurs every
              five years and is increased by the lesser of either a total 12% or
              cumulative CPI over the preceding five year period.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 116
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 5:
- --------------------------------------------------------------------------------

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


                                    PROPOSED
                            PHOTOGRAPH NOT AVAILABLE


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

PROJECT DATA

  Project Name:  Hollywood Video, Inglewood,

      Location:  3407 Gallatin Pike; W/s of Gallatin Road at
                 Greenfield Drive, Nashville

        County:  Davidson

PROPERTY DATA

    Rentable Area (SF):  7,488

            Year Built:  Proposed

          Construction:  1-story wood frame, dryvit panel exterior

            Bay Depths:  70'

        Anchor Tenants:  Hollywood Video

RENTAL DATA

        Quoted Rate/SF:  $19.06

    Existing Rate Range

        Anchor Tenants:  $19.06


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 117
<PAGE>

            Spec Space:  None

      Restaurant Space:  None

LEASE TERMS

           Lease Basis:  Absolute Net

    Typical Lease Term:  15 years with two 5 year options

            CAM Charge:  Tenant pays direct

      Escalator Clause:  Minimum 12% every 5 years

            Finish-Out:  Build-to-suit (turnkey)

     Rental Concessions  None

 Occupancy Rate:   100%          Historical Occupancy Rate:   N/A

 Verified By:      Gerry Woodruff

 Date:             11/05/97                      Comp_Code:   000

COMMENTS:     The property rent basis is absolute net. Tenant pays insurance,
              taxes and common area maintenance directly. Landlord is
              responsible for structural maintenance only. The location is a
              high traffic corridor convenient to local established
              neighborhoods. The site is presently under construction.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 118
<PAGE>

                            COMPARABLE RENT MAP #1

                              [GRAPHIC OMITTED]


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 119
<PAGE>

                            COMPARABLE RENT MAP #1

                              [GRAPHIC OMITTED]


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 120
<PAGE>

                                              ANALYSIS OF POTENTIAL GROSS INCOME
- --------------------------------------------------------------------------------

Rent Roll

<TABLE>
<CAPTION>
===================================================================================================================
Suite #       Tenant        Size        Lease         Lease         Lease       Rent/SF      Lease      Annual
                            (SF)        Begin         End           Term                     Type       Rent
- -------------------------------------------------------------------------------------------------------------------
<S>           <C>           <C>         <C>           <C>           <C>         <C>          <C>        <C>     
1             Eckerd        10,908      11/01/97      10/31/97      20          $25.54       Net        $278,580
===================================================================================================================
</TABLE>

Option periods:                     Eckerd has four option periods of
five years each.

Annual Rent Schedule
      Year 1-5                      $278,580 annual base rent
      Year 6-10                     $284,028 annual base rent
      Year 11-15                    $289,488 annual base rent
      Year 16-20                    $294,936 annual base rent

Percentage Rent:                    2% of gross receipts exceeding
                                    minimum rent After end of 15th year,
                                    and provided no less than 10 yrs
                                    remain on unexpired term or
                                    extension, Tenant may at own expense
                                    remodel and credit against % rent.

      Comments: The rent escalations every five years equate to $0.50/SF. The
tenant is responsible for all maintenance including exterior, structural,
mechanical, HVAC and interior repairs. In addition, the tenant is directly
responsible for utilities, taxes and insurance. Thus, the lease is a true
absolute net lease.

Tenancy:                            Single Tenant
Square Feet Occupied:               10,908 SF
Square Feet Vacant - Shell:         0 SF
Square Feet Vacant -
  2nd Generation:                   0 SF

Comparable Rental Analysis/Subject Estimated Market Rents

Introduction

      In order to estimate market rent rates to apply to the subject, we
surveyed similar properties in the subject neighborhood. Factors which typically
influence rental rates include location, and physical attributes such as age,
condition and design/appeal characteristics. The rent comparables presented in
this report represent the most comparable properties to the subject with respect
to age, quality of construction and location. The following chart summarizes the
comparable improved rental data previously presented.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 121
<PAGE>

                                     Analysis of Potential Gross Income, cont'd.
- --------------------------------------------------------------------------------

Summary of Comparable Improved Rental Data

<TABLE>
<CAPTION>
====================================================================================================================================
Rent No.          Subject           1                    2                      3                     4                   5
- ------------------------------------------------------------------------------------------------------------------------------------
Name/Address      Eckerd     Eckerd Peartree            CVS                 Walgreens,         Hollywood Video        Hollywood
                 Drugstore       village              Franklin              Bartlett              Franklin         Video, Inglewood
- ------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>           <C>                <C>                    <C>                   <C>                  <C>
Size(SF)         10,908          11,120                 10,125                    15,400                 7,488               7,488
- ------------------------------------------------------------------------------------------------------------------------------------
Year Built         1997            1997            Proposed, 1998                   1996         Proposed 1997            Proposed
- ------------------------------------------------------------------------------------------------------------------------------------
Occupancy          100%            100%                      100%                   100%                  100%                100%
- ------------------------------------------------------------------------------------------------------------------------------------
Quoted              N/A          $17.50                    $18.91                 $21.50                $22.42              $19.06
Rate/SF
- ------------------------------------------------------------------------------------------------------------------------------------
Tenant              N/A             NNN              Absolute Net           Absolute Net          Absolute Net        Absolute Net
Expenses                                                                                                                       
- ------------------------------------------------------------------------------------------------------------------------------------
CAM Charge          N/A        $1.50/SF           Tenant directly        Tenant directly       Tenant directly         Tenant pays
                                                      responsible            responsible           responsible              direct
- ------------------------------------------------------------------------------------------------------------------------------------
Rental              N/A            None                      None                   None                  None                None
Concessions
- ------------------------------------------------------------------------------------------------------------------------------------
Effective                        $17.50                    $18.91                 $21.50                $22.42              $19.06
Rate/SF
====================================================================================================================================
</TABLE>

     All property characteristics of the comparable rentals and the subject
property have been analyzed by the appraisers. The following summarizes the
comparison of primary factors of the comparable rentals affecting rents as
compared to the subject.

Comparison to Subject

Subject:
   Primary Negative Factors:           None
   Primary Positive Factors:           Freestanding building in relatively high 
                                       income per household market


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 121
<PAGE>

                                     Analysis of Potential Gross Income, cont'd.
- --------------------------------------------------------------------------------

Rent No. 1 - Eckerd Peartree Village:
      Inferior Factors
         Compared to Subject:           In-line shopping center space
      Superior Factors
         Compared to Subject:           None
      Tenant Expenses:                  Similar
      Overall Comparison
         to Subject:                    Inferior

Rent No. 2 - CVS Franklin:
     Inferior Factors
         Compared to Subject:           Location in significantly less
dense commercial area
      Superior Factors
         Compared to Subject:           None
      Tenant Expenses:                  Similar
      Overall Comparison
         to Subject:                    Inferior

Rent No. 3 - Walgreens, Bartlett:
      Inferior Factors
         Compared to Subject:           Location (lower income area than
                                        Franklin)
      Superior Factors
         Compared to Subject:           None
      Tenant Expenses:                  Similar
      Overall Comparison
         to Subject:                    Slightly inferior

Rent No. 4 - Hollywood Video Franklin:
      Inferior Factors
         Compared to Subject:           Inferior quality building
      Superior Factors
         Compared to Subject:           None
      Overall Comparison
         to Subject:                    Slightly inferior

Rent No. 5 - Hollywood Video, Inglewood:

      Inferior Factors
         Compared to Subject:           Location; Inferior quality
                                        building
      Superior Factors
         Compared to Subject:           None
      Overall Comparison
         to Subject:                    Inferior

Most Comparable Rentals:                Nos. 2, 3 and 4

     Conclusions/Analysis: Most build-to-suit leases are derived on the basis of
approved development costs, including the land, by the prospective tenant. As a
result, the location can have a significant influence based on the cost of land.
Similarly, the quality of construction has an impact on the rental rate.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 123
<PAGE>

                                   Analysis of Potential Gross Income, cont'd.
- ------------------------------------------------------------------------------

     Rent No. 4 is located next door to the subject. For this reason, it is
considered the most comparable to the subject. However, it is still slightly
inferior because of the quality of construction. In addition, the comparable
helps establish the fact that the subject location is significantly superior to
other Middle Tennessee suburban locations. The typical Hollywood Video rents in
Middle Tennessee are in the $17.00/SF to $19.00/SF range. Rent No. 4 is about
20% to 30% above the typical range.

     The CVS Franklin store is in a significantly inferior location relative to
Franklin commercial neighborhoods. Residential growth in the area is anticipated
to be very strong over the next five years; however, the existing residential
development is significantly less than the subject's locale. The SH-96
commercial corridor is significantly more dense and land values are much higher.
The CVS land was $600,000+ compared to the subject's estimated land value of
$1,100,000.

     The only recent Eckerd lease in the Nashville area is the in-line space
within the Peartree Village shopping center (Rent No. 1). Typically, in-line
space is significantly lower than freestanding, pad site type buildings.

     In addition to the previous Nashville MSA rent comparables, the appraiser
has considered a 1996 Walgreen drag store lease in Bartlett, Tennessee. Bartlett
is a suburb of Memphis, Tennessee. The 15,400 SF freestanding building was
leased at $21.50/SF, absolute net. The Bartlett community is generally inferior
to the Franklin community based on a comparison of demographic characteristics,
particularly household income. However, it is a relatively recent rent
comparable of a freestanding drug store.

     Overall, the subject is superior to all of the comparable rent properties.
Considering the differences in the comparable properties as compared to the
subject, the subject's actual lease rate of $25.54/SF appears to be reasonable
and is considered to represent market rent for a comparable national drugstore
chain building similar to the proposed improvements.

Estimated Market Rate:            $25.54/SF

Expense Recoveries:               Analysis:All of the comparable retail
                                  ease rates were based on an absolute
                                  net basis or NNN. The following
                                  Stabilized Operating Statement, which
                                  follows the Analysis of Expenses, is
                                  based on the proposed lease rate with
                                  an absolute net lease basis.

     The Stabilized Operating Statement, which follows the Analysis of Expenses,
is based on the subject's actual lease rate and expense pass throughs.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 124
<PAGE>

                                                            ANALYSIS OF EXPENSES
- --------------------------------------------------------------------------------

Introduction

     No historical data was available from the property since the property is
proposed construction. The subject has an absolute net lease with the tenant
even responsible for the structural walls and roof repairs. The tenant will pay
and be billed directly for all other expenses. Therefore, the subject will have
minimal expenses to the landlord. The following analysis addresses only those
expenses that are the responsibility of the landlord.

Vacancy & Collection Loss
     Expense Description:               Vacancy & collection loss is an
                                        allowance for reductions in potential
                                        income attributable to vacancies, tenant
                                        turnover and nonpayment of rent. The
                                        allowance is usually estimated as a
                                        percentage of potential gross income,
                                        which varies depending on the type and
                                        characteristics of the physical
                                        property, the quality of tenants,
                                        current and projected supply and demand,
                                        and general and local economic
                                        conditions. The percentage rate
                                        recognized reflects typical investor
                                        expectations over the specific holding
                                        period assumed or projected.

     Subject Data:
          Tenancy:                      Single Tenant
          Current Occupancy:            100%

     Analysis:                          Based on a review of market data as well
                                        as the subject's preleased vacancy, a
                                        vacancy and collection loss of 0% is
                                        believed to appropriately recognize
                                        potential collection loss over the
                                        holding period. In reality, the lease is
                                        a 20 year lease to an investment grade
                                        credit tenant and there will be no
                                        tenant turnover through the holding
                                        period. The treatment of the subject
                                        vacancy must be the same as the vacancy
                                        treatment of the sales in order to
                                        derive the same type of calculated net
                                        operating income for capitalization
                                        purposes. The comparable sales utilized
                                        a 0% vacancy since they were all leased
                                        to high credit tenants generally similar
                                        to the subject.

Estimated Vacancy &
     Collection Loss:                   0%

Management:
     Expense Description:               The subject must be considered as an
                                        investment under prudent management. A
                                        charge is made to reflect either the
                                        owners input of time and attention or
                                        that of a professional agent. The
                                        expense would include the collection of
                                        rents, supervision of all maintenance,
                                        etc.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 125
<PAGE>

                                                   Analysis of Expenses, cont'd.
- --------------------------------------------------------------------------------

     Analysis:                          The proforma annual management fee for
                                        he subject property is 1.0% of the
                                        Effective Gross Income. This reflects
                                        the owners time and expense for
                                        bookkeeping and other minimal management
                                        and administrative duties since it is
                                        considered a long-term, absolute net
                                        lease.

     Estimated Management:              1.0%

Reserves:

     Expense Description:               A reserves or replacement allowance
                                        provides for the periodic replacement of
                                        building components that wear out more
                                        rapidly than the building itself and
                                        must be replaced periodically during the
                                        building's economic life. Examples of
                                        these components are roof cover, HVAC
                                        compressors, parking areas and other
                                        site improvements.

     Analysis                           The reserves expense estimate is based
                                        primarily on the typical expense
                                        recognized by buyers as compared to a
                                        calculated type estimate. Based upon the
                                        age and condition of the property and
                                        typical buyer actions, the reserves
                                        expense estimate is $0.10/SF.

     Estimated Reserves:                $0.10/SF

Estimated Expense Summary

     Management                      1.0%       EGI     =     $2,786

     Taxes:                        $0.00        /SF     =     $    0

     Insurance:                    $0.00        /SF     =     $    0

     CAM:                          $0.00        /SF     =     $    0

     Administration                $0.00        /SF     =     $    0

     Reserves:                     $0.10        /SF     =     $1,091
                                   -----                      ------

Subtotal Expenses:                 $0.36        /SF     =     $3,877

   Note: Taxes, Insurance & CAM will be paid directly by the tenant.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 126
<PAGE>

                                                   Analysis of Expenses, cont'd.
- --------------------------------------------------------------------------------


STABILIZED OPERATING STATEMENT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Gross Rental Income Potential:

                                          Lease
                        Size (SF)          Rate
Gross Rent Income         10,908    @   $25.54 /SF    =          $278,580
(See Rent Roll for Rent Allocation)

Plus: Expense Recovery                                                  0
                                                                 --------
Total Gross Annual Income:                                       $278,580

Less: Vacancy/Collection Loss               0%                   $      0
                                                                 --------
Effective Gross Income                                           $278,580

Less Expenses

  Management             1.0%  EGI   =    $2,786
  Taxes                $0.00   /SF   =        $0
  Insurance:           $0.00   /SF   =        $0
  CAM:                 $0.00   /SF   =        $0
  Administration:      $0.00   /SF   =        $0
  Reserves:            $0.10   /SF   =    $1.091
                       -----              ------
Subtotal Expenses:     $0.36   /SF   =    $3,877                  ($3,877)
                                                                 --------
Net Operating Income:                                            $274,703
                                                                 ========

 NOI/SF                  $25.18
 NOI/Gross Income        98.61%

                            CAPITALIZATION TECHNIQUE
                 ----------------------------------------------
                 ----------------------------------------------

                    NOI     /    OAR   =      Value Estimate
                 $274,703   /  9.00%   =        $3,052,260

         Current Stabilized Value Estimate      $3,050,000
         Less: Deferred Maintenance                      0
         Less: Lease-Up Costs to Stabilization           0
                                                ----------
         As Is Value Estimate                   $3,050,000


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 127
<PAGE>

                                          ANALYSIS OF DIRECT CAPITALIZATION RATE
- --------------------------------------------------------------------------------

Introduction

     Direct capitalization is a method used to convert a single year's income
estimate into a value indication. The capitalization rate utilized in the income
capitalization approach combines input from the marketplace in conjunction with
a review of mortgage/equity positions. Although the appraiser can estimate an
overall capitalization rate by using various techniques, derivation of the rate
from comparable sales is generally preferred when sufficient data are available
from transactions of similar, competitive properties. In order to provide a
consistent basis for comparison, the net operating income from each comparable
is calculated and estimated in the same manner as that for the subject property.
Additionally, the appraiser must conclude that neither non-market financing
terms nor different market conditions have affected the transaction prices of
the comparables. When these requirements are met, the appraiser estimates the
overall rate by dividing each property's net operating income by its sale price.

Improved Sales' Overall Rate Summary

<TABLE>
<CAPTION>
==========================================================================================================
Sales No                  Subject             1              2              3              4            5
- ----------------------------------------------------------------------------------------------------------
Name/Address                             Eckerd        Eckerd        CVS Drug       CVS Drug         CVS
                                         Drugs          Drugs         Store,         Store,         Drug
                                        Acworth        Tucker          Irmo          Chimney       Store,
                                                                                      Ridge        Lilburn
- ----------------------------------------------------------------------------------------------------------
<S>                       <C>          <C>            <C>           <C>             <C>            <C>     
Sale Date                 Current      12/20/96       12/19/96      UC (9/97)       06/06/97        12/96
- ----------------------------------------------------------------------------------------------------------
Year Built                   1997          1996           1996           1997           1997         1996
- ----------------------------------------------------------------------------------------------------------
Occupancy                    100%          100%           100%           100%           100%         100%
- ----------------------------------------------------------------------------------------------------------
Size(SF)                   10,908        10,908          9,504         10,125         10,125       13,125
- ----------------------------------------------------------------------------------------------------------
% Credit/Achor               100%          100%           100%           100%           100%         100%
- ----------------------------------------------------------------------------------------------------------
Oveall Rate                   N/A         9.29%          9.55%          8.89%          8.98%        8.98%
==========================================================================================================
</TABLE>

Note: All transaction data in the chart reflects cash equivalency and/or other
      adjustments applied in the comparable sale summary sheets.

Comparison of Important Factors Affecting OAR

     All property and conditions of sale characteristics of the comparable sales
and the subject property have been analyzed by the appraisers. The following
summarizes the comparison of primary factors of the comparable sales affecting
value as compared to the subject.

     Note: The reader is reminded that this is a comparison of overall rates and
not the sales price per square foot. Therefore, the terms of comparison to the
subject of each sale may be different than those used in the previously
presented Sales Comparison Approach, which was based on the quantity of income
and subsequent adjustments to the sales price per square foot. While the overall
rate recognizes physical factors, intangible factors such as quality of tenants,
conditions of sale, occupancy at time of sale, and investment quality tend to
have stronger


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 128
<PAGE>

                               Analysis of Direct Capitalization Rate, Cont'd.
- ------------------------------------------------------------------------------

influence on the overall rate comparison. As an example, two properties with
different locations and quality of improvements may have significantly different
per square foot sales prices, but very similar overall rates. Thus, the
comparison to the subject includes the intangible factors influencing overall
rates.

Subject:
      Primary Negative Factors:    None
      Primary Positive Factors:    Credit rating of Eckerd has improved since 
                                   merger with JC Penney

     Comment/Analysis: All of the sales represent buildings with long-term
leases to investment grade credit tenants. As discussed in the sales comparison
approach, the most significant factor for long-term leases to credit tenants is
the quality of the credit. The merger of JC Penney and Eckerds was announced in
early November 1996 subject to approval by stockholders of Eckerds. JC Penney
completed the cash tender offer of Eckerd common stock on December 6, 1996. Upon
completion of the cash tender offer, JC Penney obtained in excess of 50.1% of
Eckerd's outstanding shares. Prior to the merger, Eckerds credit rating was
significantly inferior to other retail drug companies such as Walgreens, Riteaid
and CVS, but superior to Revco. The rating was low because of the high debt
ratios and relatively weaker financial performance prior to 1996. Walgreens has
the highest credit rating of all major retail drug companies with Riteaid and
CVS in the next tier.

     JC Penney, the largest department store chain in the U.S., has a very
strong credit rating. However, the revised Eckerd credit rating was not released
until February 1997. Moody's upgraded the Eckerd industrial development revenue
bond rating to A3 from Ba3 and senior subordinated debt to Baal from B2. The
credit rating was not increased to the equivalent of JC Penney. The primary
reason was the lack of any guaranty, assumption or legal support agreement from
Penney for the benefit of holders of Eckerd obligations. On the other hand,
Moody's expects that Eckerd's cash needs will be met through intercompany
funding from Penney.

     Considering the Eckerd's improved credit rating since the December 1996
Eckerd sales, the appropriate overall rate for the subject should be similar to
the CVS overall rates, or 9.00%.

Concluded OAR:                      9.00%

Analysis of Subject's Potential Mortgage Terms

Preliminary Analysis:               Several factors affect the potential real
                                    estate mortgage terms of any given property.
                                    These factors include, creditworthiness of
                                    the borrower, quality of tenants, length of
                                    term, amortization and other factors
                                    considered by lenders when analyzing the
                                    relative risk of a loan. However, lenders
                                    typically have general parameters or
                                    guidelines established for real estate
                                    loans. The appraisers have had discussions
                                    with local mortgage brokers about long-term
                                    financing terms and bankloan officers about
                                    short term financing.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 129
<PAGE>

                                 Analysis of Direct Capitalization Rate, Cont'd.
- --------------------------------------------------------------------------------

     Long-Term Financing:           Institutional lenders are typically
                                    establishing interest rates on the basis of
                                    130 to 200 basis points above the comparable
                                    term U.S. Treasury Bond with a 7 to 10 year
                                    term, 20 to 25 year amortization and 70% to
                                    75% loan-to-value ratio. While these terms
                                    may vary from lender to lender, the ultimate
                                    test for a particular loan is the debt
                                    coverage ratio.

     Bank Short-Term
          Financing:                Banks are typically utilizing the prime rate
                                    as the index for loans. Mortgage interest
                                    rates are typically 200+/- basis points
                                    above the prime rate. The mortgage terms are
                                    preferably a three year call based on a 20
                                    to 25 year amortization and 70% to 75%
                                    loan-to-value ratio: however, banks will
                                    provide a five year term in some situations.

Summary of Subject's Potential Mortgage Terms

     Mortgage Type:                 Long-term;
          Analysis:                 This appraisal contemplates a typical
                                    long-term loan instead of a bank short-term
                                    loan. While the bank loan is common, a
                                    long-term loan is more consistent with the
                                    typical holding period for real estate.

     U.S. Treasury Bond
       10 Year Rate:                6.00%
     Loan Term:                     10 years
     Amortization:                  20 years
     Loan-to-Value Ratio:           75%      
     Approx. Interest Rate:         8.00%

Debt Coverage Ratio (DCR) Analysis: A Test of Reasonableness

                                         Direct Cap Value    Final Report Value

Direct Capitalization Value                 $3,050,000           $3,050,000

Loan Amount @ L-to-V of         75%         $2,287,500           $2,287,500

Monthly Payment                                $19,134              $19,134


Estimated NOI                                 $274,703             $274,703

Divided by Annual Payment                     $229,603             $229,603
                                              --------             --------
Implied Debt Coverage Ratio                       1.20                 1.20

- ----------
Note: The rate is an approximation on a rounded basis due to the weekly change
in the rate.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 130
<PAGE>

                               Analysis of Direct Capitalization Rate, Cont'd.
- --------------------------------------------------------------------------------

     Comment/Analysis: The implied debt coverage ratios for the direct
capitalization method value estimate and the final report value (based on
correlation of all three approaches) are acceptable and reasonable.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 131
<PAGE>

                               INCOME CAPITALIZATION APPROACH - RECONCILIATION
- ------------------------------------------------------------------------------

Introduction

     The direct capitalization and discounted cash flow analysis are the two
most frequently utilized methods in appraisal practice. The Direct
Capitalization Method represents the more traditional method and the Discounted
Cash Flow Analysis Method is the more current for investment grade property.

Direct Capitalization               $3,050,000

     The Direct Capitalization Method utilized stabilized gross income based on
existing lease income (if any) and vacant lease space at market rates.
Appropriate deductions from the gross income, including vacancy & credit loss
and expenses, were analyzed and supported from available data. The resulting net
operating income was capitalized based on an overall rate derived from
comparable sales presented in the Sales Comparison Approach.

Discounted Cash Flow                Omitted

     A Discounted Cash Flow model takes into account the future income to the
property based on current and expected future market rental rates. The analysis
also recognizes current investor perceptions of future appreciation rates and
economic factors as well as current investors' required rates of return on
invested capital. Over the past few years, investors have placed less emphasis
on this technique as a primary valuation tool. It has become more of a test of
reasonableness. The discounted cash flow is not typically a significant
valuation tool for a single tenant, long-term lease property, particularly with
adequate sales data from which an overall rate can be derived.

Reconciliation

Value Estimate Summary by Method:
         Direct Capitalization:                              $3,050,000
         Discounted Cash Flow Analysis:                         Omitted

     The subject's investment grade quality is good with the most probable buyer
being a sophisticated regional or national investor. Recent investor trends
reflect a tendancy of investors to focus on the direct capitalization approach.
In addition, a sufficient number of recent sales of similar properties is
available to derive an overall capitalization rate. Thus, total consideration is
given the direct capitalization approach

     Therefore, the estimated value of the subject property by the income
capitalization approach, as of November 20, 1997, as follows:

Value Indicated by the Income Capitalization Approach        $3,050,000

      Implied OAR:      9.01%


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 132
<PAGE>

                                       CORRELATION AND FINAL ESTIMATE OF VALUE
- ------------------------------------------------------------------------------

Introduction:

     The three indications utilized in the appraisal of the subject property
falls within an acceptable range. In the final analysis, the strengths and
weaknesses of each approach must be considered and most weight must be given to
the approach or approaches with the greatest quantity and quality of supporting
data. Since market value is being sought, all three approaches rely heavily upon
supporting data from the marketplace.

Cost Approach:                      $2,825,000

General Description:                The cost approach is most applicable when a
                                    property is new or proposed and represents
                                    the highest and best use of the site. Land
                                    values are documented in the marketplace and
                                    cost estimates are readily supported. The
                                    inherent weakness of this approach is that
                                    it gives no consideration to the
                                    income-producing capability of a property.

Analysis:                           Since the subject is new construction and
                                    market conditions are currently favorable,
                                    this is a reasonable method of valuation.
                                    However, it is utilized more as a test of
                                    feasibility for the subject because it does
                                    not reflect the actions of buyers/investors
                                    in the market and the credit worthiness of
                                    the tenant.

Weighted Consideration:             Limited

Sales Comparison Approach:          $3,050,000

General Description:                The sales comparison approach is utilized in
                                    the valuation of the subject. The appraisal
                                    utilizes the best available and verifiable
                                    single tenant, investment grade tenant
                                    property sales comparable to the subject
                                    property. This approach utilized two methods
                                    to estimate a value range for the subject -
                                    1) sales price per square foot and 2) the
                                    gross income multiplier (GIM). The adjusted
                                    selling price per square foot of building
                                    area and GIM of each comparable is utilized
                                    in comparison to the subject property. After
                                    appropriate adjustments, these sales were
                                    generally similar to the subject in quality,
                                    design, location and age.

Analysis:                           A sufficient quantity and quality of
                                    comparable sales was available to compare to
                                    the subject. Given the similar investment
                                    quality and type of buyer of the comparable
                                    sales, this approach is considered a very
                                    reliable value indicator for the subject.

Weighted Consideration:             Significant


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 133
<PAGE>

                                Correlation and Final Estimate of Value, Cont'd.
- --------------------------------------------------------------------------------

Income Capitalization
 Approach:                          $3,050,000

General Description:                The income capitalization approach involved
                                    the analysis of the existing rent as
                                    compared with market rent for the subject
                                    space. Additionally, a stabilized operating
                                    statement was developed. The net operating
                                    income was capitalized by the appropriate
                                    capitalization rate which was derived by
                                    sales comparison.

Analysis:                           A sufficient quantity and quality of
                                    comparable rental and sale data was
                                    available to compare to the subject. Since
                                    the subject's most probable buyer is a
                                    regional or national investor, this approach
                                    is considered highly reflective of the
                                    actions and investment criteria for the
                                    potential investor in the subject property.

Weighted Consideration:             Significant

Summary of Value Indications

      Cost Approach                                        $2,825,000
      Sales Comparison approach                            $3,050,000
      Income Capitalization Approach                       $3,050.000

Final Conclusion of Value

     In view of the previous analyses, the most weight has been placed on the
sales comparison approach and income capitalization approach with limited weight
being placed on the cost approach in the valuation of the subject property. The
cost approach value indication is supportive of the other two approaches and
supports the feasibility of the development. Thus, the market value of the
subject property, contingent to the Assumptions and Limiting Conditions
presented herein, as of November 20, 1997, is estimated to be:

                     Three Million Fifty Thousand Dollars
                                 ($3,050,000)


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 134
<PAGE>

                                                          CERTIFICATION OF VALUE
- --------------------------------------------------------------------------------

We certify that, to the best of our knowledge and belief,.

     1.   The statements of fact contained in this report are true and correct.

     2.   The reported analyses, opinions, and conclusions are limited only by
          the reported assumptions and limiting conditions, and are our
          personal, unbiased professional analyses, opinions, and conclusions.

     3.   We have no present or prospective interest in the property that is the
          subject of this report, and we have no personal interest or bias with
          respect to the parties involved.

     4.   Our compensation is not contingent upon the reporting of a
          predetermined value or direction in value that favors the cause of the
          client, the amount of the value estimate, the attainment of a
          stipulated result, or the occurrence of subsequent event.

     5.   Our analyses, opinions, and conclusions were developed, and this
          report has been prepared, in conformity with the Uniform Standards of
          Professional Appraisal Practice published by the Appraisal Foundation
          and the Standards of Professional Practice of the Appraisal Institute.

     6.   The use of this report is subject to the requirements of the Appraisal
          Institute relating to review by its duly authorized representatives.

     7.   As of the appraisal date, James E. Lamb, MAI, has completed the
          requirements of the continuing education program of the Appraisal
          Institute.

     8.   We have made a personal inspection of the property that is the subject
          of this report.

     9.   No one provided significant professional assistance to the person(s)
          signing this report.

     10.  This appraisal assignment was not based on a requested minimum
          valuation, a specific valuation, or the approval of a loan.

     11.  The market value of the Leased Fee interest for the subject property,
          subject to the Assumptions and Limiting Conditions stated herein, as
          of November 20, 1997, is estimated to be:

                     Three Million Fifty Thousand Dollars
                                 ($3,050,000)


/s/ James E. Lamb

James E. Lamb, MAI
State Certified General Real Estate Appraiser
Licensee #CG-557


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 135
<PAGE>

                                                       SUMMARY OF QUALIFICATIONS
                                                              JAMES E. LAMB, MAI
- --------------------------------------------------------------------------------

Education

Attended the University of North Alabama, Fall 1977 through Spring 1979.
Graduate of the University of Mississippi, BBA Banking and Finance, May, 1981;
MBA Finance, August, 1982.

Professional Affiliations

The Appraisal Institute, The Volunteer State Chapter; MAI Designation -
Certification No. 8254. Continuing education completion status - through
December 31, 1997

The National Association of Realtors, Member; local affiliation - Nashville
Board of Realtors.

State Certifications

State of Tennessee Certified General Real Estate Appraiser - Licensee #CG-557

Accredited Appraisal Courses
     The Appraisal Institute:

       Course    101   Introduction to Appraising Real Property        
       Course    1A-1  Real Estate Appraisal Principles
       Course    1A-2  Basic Valuation Procedures
       Course    1B-A  Capitalization Theory and Techniques, Part A
       Course    1B-B  Capitalization Theory and Techniques, Part B
       Course    2-1   Case Studies In Real Estate Valuation
       Course    2-2   Valuation Analysis and Report Writing
       Course          Standard of Professional Practice, Part A
       Course          Standard of Professional Practice, Part B
       Seminar         Hazardous Materials in Real Property
       Seminar         Persuasive Styles in Narrative Report Writing
       Seminar         Advanced Income Capitalization Overview
    
     Other

       Real Estate Principles
       Real Estate Finance
       Commercial and Investment Real Estate
       Project Seminar
     
Professional Exchange to Foreign Countries

Participated as a delegate of People to People International's Citizen
Ambassador Program - Real Estate Delegation to Russia and Lithuania. Discussions
focused on the privatization of real estate in these countries as they converted
real estate ownership from the government to the private sector. Issues specific
to this process included real estate law fundamentals, real estate tax issues,
real estate valuation and attracting foreign real estate investment.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 136
<PAGE>

                                                       Summary of Qualifications
                                                              James E. Lamb, MAI
- --------------------------------------------------------------------------------

Professional Experience

Appraisal experience includes retail, industrial, office, multi-family,
mixed-use land developments and special-purpose properties. Special-purpose
property assignments include hotels, manufacturing facilities, restaurants,
right-of-ways and retirement facilities. Appraisals have been utilized for
mortgage loans, eminent domain, feasibility analyses, gift and estate tax, and
corporate management decisions.

Expert Witness

Qualified as an expert witness in several real estate court cases. Court
appearances have been in Middle Tennessee, East Tennessee and West Tennessee
federal bankruptcy courts. Also, Mr. Lamb has qualified as an expert in federal
bankruptcy court in Pennsylvania (Philadelphia) and Georgia (Atlanta).

Mr. Lamb has appeared before an Administrative Judge for the State of Tennessee
State Board of Equalization.

Employment History

Currently employed with Huber & Lamb Appraisal Group, Inc., and is a principle
in the company. Mr. Lamb is the principle in charge of the commercial real
estate division of the company and is the managing partner of the firm.

Previously employed as Vice President and primary MAI with Dengel, Lamb & Huber
prior to purchasing the assets and operations of DLH in October 1991.

Previously employed by a Dallas, Texas appraisal firm from March 1983 through
June 1987 as a staff appraiser.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 137
<PAGE>

                                                                         ADDENDA
- --------------------------------------------------------------------------------


Contents

Exhibit 1         Subject Metes & Bounds Legal Description
Exhibit 2         Insurance Valuation


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 138
<PAGE>

                                                                       Exhibit 1
                                        Subject Metes & Bounds Legal Description
- --------------------------------------------------------------------------------




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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                          
<PAGE>

                             PROPERTY DESCRIPTION
                                    Lot 17
                Proposed Revision Four, Woodlands Subdivision

A tract of land lying in the Ninth Civil District of Williamson County, in the
City of Franklin, Tennessee and being a portion of Lots 17 and 18, of Revision
Three, Woodlands Subdivision of record in Plat Book 12, Page 25 in the
Register's Office, Williamson County, Tennessee and more particularly described
as follows:

BEGINNING at the westerly curve return at the southwest corner of the
intersection of State Route 96 (Mufreesboro Road, a 96 foot right of way) and
Southwinds Drive said point lying on the northerly line of Lot 17 of Proposed
Revision Four of Woodlands Subdivision; thence.

1.   With the southerly right of way line of said State Route 96, easterly, with
     a curve to the right, having a radius of 24.86 feet and a central angle of
     90(degree)00'00", an arc length of 39.05 feet, a chord bearing and distance
     of South 39(degree)45'08" East, 35.15 feet to an iron pin set on the
     westerly right of way line of said Southwinds Drive; thence.

2.   With said westerly right of way line, South 05(degree)14'52" West, 325.22
     feet to an iron pin set at the common easterly corner of the Lots 17 and 18
     of said proposed subdivision; thence.

3.   With the common line of proposed Lots 17 and 18, North 84(degree)48'08"
     West, 207.49 feet to an iron pin set at the southeast corner of Lot 16 of
     said proposed subdivision; thence.

4.   With the common line of proposed Lots 16 and 17, North 05(degree)14'32"
     East, 350.08 feet to an iron pin set on the southerly right of way line of
     said Sate Route 96; thence.

5.   With said southerly right of way line, South 84(degree)45'08" East, 182.66
     feet to the POINT OF BEGINNING and containing 1.665 acres, more or less.

Being a portion of the same property conveyed to Franklin Land Development Fund
by deed from Lee A. Beaman, of record in Book 636, Page 331, Register's Office
of Williamson County, Tennessee.



                               An Appraisal Report

                                       Of

                        BROWNSVILLE PLACE SHOPPING CENTER
                A 77,752 SF NEIGHBORHOOD SHOPPING CENTER BUILDING
                      110 - 128 DUPREE AVENUE/SR-76 BY-PASS
                     BROWNSVILLE, HAYWOOD COUNTY, TENNESSEE

                            Effective Date Of Report
                                 AUGUST 14, 1997

                                Specifically For
                               MR. LAWRENCE MILLER
                          Debt and Equity Markets Group
                      Merrill Lynch Mortgage Capital, Inc.
                                WFC - North Tower
                                250 Vessey Street
                          New York, New York 10281-1326

                                       By
                       HUBER & LAMB APPRAISAL GROUP, INC.
                          109 Westpark Drive, Suite 320
                         Brentwood, Tennessee 37027-5032

                                    09-97-567
<PAGE>

[Letterhead of Huber & Lamb Appraisal Group, Inc.]

November 25, 1997

Mr. Lawrence Miller
Debt and Equity Markets Group
Merrill Lynch Mortgage Capital, Inc.
WFC - North Tower
250 Vessey Street
New York, New York 10281-1326

RE:  AN APPRAISAL ASSIGNMENT OF BROWNSVILLE PLACE SHOPPING CENTER
     A 76,762 SF NEIGHBORHOOD SHOPPING CENTER BUILDING
     110 - 128 DUPREE AVENUE/SR-76 BY-PASS
     BROWNSVILLE, HAYWOOD COUNTY, TENNESSEE

Dear Mr. Miller:

At your request and authorization, we have appraised the above-referenced
property for the purpose of estimating its current market value as of August
14, 1997, assuming an individual property sale. In addition, you have
requested the estimated value of the subject assuming it is part of a 18
property portfolio sale. The property rights being appraised are the leased
fee interest in the subject property. It is our understanding that the report
will be used to assist in real estate mortgage finance underwriting of the
subject property.

ASSUMING SINGLE ASSET PROPERTY SALE

Based on the inspection of the property and the investigations and analyses
undertaken, we have formed the opinion that, as of August 14, 1997 and
subject to the Assumptions and Limiting Conditions set forth in the attached
report, the market value of the leased fee interest in the subject property
is:

                THREE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS
                                  ($3,250,000)

ASSUMING PORTFOLIO SALE

Based on the inspection of the property and the investigations and analyses
undertaken, we have formed the opinion that, as of August 14, 1997 and
subject to the Assumptions and Limiting Conditions set forth in the attached
report, the market value of the leased fee interest in the subject property,
assuming the property is sold as part of the 18 property portfolio described
herein, is:

                 THREE MILLION SIX HUNDRED TEN THOUSAND DOLLARS
                                  ($3,610,000)
<PAGE>

Mr. Lawrence Miller
November 25, 1997
Page 2

MARKETING PERIOD: The marketing period is estimated to be 12 months, assuming
the subject is placed on the market at the final value estimate conclusion
above.

Three approaches to value were utilized in the valuation process for the
subject development. These included the cost approach, the sales comparison
approach and the income capitalization approach.

The narrative appraisal report that follows contains the identification of
the property, the assumptions and limiting conditions, pertinent facts about
the area and the subject property, comparable data, the results of the
investigations and analyses, and the reasoning leading to the conclusions
contained herein. Our analysis, opinions, and conclusions were developed, and
this report has been prepared in accordance with the Uniform Standards of
Professional Appraisal Practice published by the Appraisal Foundation and the
Code of Professional Ethics and the Standards of Professional Practice of the
Appraisal Institute.

As requested by the client, the following statements relate to the permitted
use of the subject appraisal report.

o     The report may be relied upon by Merrill Lynch Mortgage Capital Inc. in
      determining whether to make a loan evidenced by a note (the "Property
      Note") secured by the Property.

o     The report may be relied upon by any purchaser in determining whether to
      purchase the Property Note for this transaction from Merrill Lynch
      Mortgage Capital Inc.

o     The report may be relied upon by any Rating Agency in rating securities
      issued by Merrill Lynch Mortgage Capital Inc. and representing an interest
      in the Mortgage Note.

o     The report may be included with and referred to in materials offering the
      Property Note or an interest in the Property Note for sale.

The uses previously described are considered to be consistent with the
client's intended uses of the report. However, no other entity other than the
previously described entities may rely upon this appraisal report without
prior written consent from the appraiser.
<PAGE>

Mr. Lawrence Miller
November 25, 1997
Page 3

We appreciate the opportunity to be of service to you. Should you have any
questions concerning this appraisal, please do not hesitate to contact this
office. For further information, your attention is directed to the following
report.

Respectfully submitted,
HUBER & LAMB APPRAISAL GROUP, INC

/s/ James E. Lamb, MAI                              /s/ Craig A. Johnson
- ---------------------------------------------       ----------------------------
James E. Lamb, MAI                                  Craig A. Johnson
State Certified General Real Estate Appraiser       Associate Appraiser
Licensee #CG-557                                    State Certified General 
                                                     Real Estate Appraiser
                                                    Licensee #CG-1200
<PAGE>

                                                               TABLE OF CONTENTS
================================================================================

Summary of Important Facts and Conclusions....................................1
The Appraisal Assignment......................................................3
     Identification of Subject Property.......................................3
     Purpose & Use of The Appraisal Report....................................3
     Property Rights Being Appraised..........................................3
     Significant Dates of Appraisal Assignment................................3
     Scope of the Appraisal...................................................3
     Subject Property Sales History...........................................4
Definition of Terms...........................................................6
Assumptions and Limiting Conditions..........................................10
Brownsville Area Analysis....................................................12
     Brownsville Area Map....................................................18
Jackson County Analysis......................................................19
     County Map..............................................................22
Shopping Center Market Analysis..............................................23
Neighborhood Analysis........................................................26
     Neighborhood Map........................................................29
Site Analysis................................................................30
     As Built Survey.........................................................33
     Proposed Survey.........................................................34
     Site Description........................................................35
     Tax Plat Map............................................................36
     Flood Plain Map.........................................................37
Description of Improvements..................................................38
     Floor Plans.............................................................40
Photographs of Subject Property..............................................42
Subject Property Zoning......................................................44
     Zoning Map..............................................................46
Highest and Best Use.........................................................47
Real Estate Tax Analysis.....................................................51
Appraisal Procedure..........................................................53
Land Valuation...............................................................55
     Land Sales..............................................................57
          Comparable Land Sales Map..........................................61
     Land Valuation Summary..................................................62
Cost Approach................................................................68
     Subject's Marshall Valuation Cost Data..................................69
     Analysis of Depreciation................................................71
     Cost Approach Summary...................................................75
Sales Comparison Approach....................................................76
   Comparable Improved Sales Data............................................78
     Comparable Improved Sales Map...........................................78

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 1
<PAGE>

                                                      Table of Contents, cont'd.
- --------------------------------------------------------------------------------

     Sales Comparison Approach Analysis......................................89
       Sales Comparison Approach Reconciliation..............................94
Income Capitalization Approach...............................................95
     Comparable Improved Rental Data.........................................97
       Comparable Improved Rental Map.......................................105
     Potential Gross Income Analysis........................................106
     Expense Analysis.......................................................110
     Stabilized Operating Statement.........................................113
     Direct Capitalization Rate Analysis....................................114
       Subject's Potential Mortgage Terms Analysis..........................116
       Debt Coverage Ratio Analysis: A Test of Reasonableness...............117
     Discounted Cash Flow Analysis..........................................118
       Discounted Cash Flow Summary.........................................128
     Income Capitalization Approach Reconciliation..........................131
Correlation and Final Estimate of Value.....................................132
Certification of Value......................................................135
Portfolio Sale Market Value Estimates.......................................139
Certification of Value - Portfolio Sale Market Value Estimates..............145
Summary of Qualifications...................................................146
Addenda.....................................................................151

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 2
<PAGE>

                                                      SUMMARY OF IMPORTANT FACTS
                                                                   & CONCLUSIONS
================================================================================

VALUATION CONCLUSION:
 SINGLE ASSET SALE
  AS IS VALUE ESTIMATE:                         $3,250,000
   Cost Approach:                               $3,260,000
   Sales Comparison Approach:                   $3,225,000
   Income Capitalization Approach:              $3,250,000

  INTEREST APPRAISED:                           leased fee

  VALUE ESTIMATE'S IMPLIED UNITS OF COMPARISON:
   Value/SF:                                    $42.34/SF
   GIM:                                         9.16x
   Overall Rate:                                10.00%

AS IS PORTFOLIO SALE VALUE ESTIMATE:            $3,610,000

  SPECIAL LIMITING CONDITION:  The portfolio sale value estimate specifically
assumes the subject property is part of the 18 property portfolio defined
herein.

  ESTIMATED MARKETING PERIOD:                   12 months, assuming the subject
                                                is placed on the market at the
                                                final value estimate conclusion
                                                above.

SIGNIFICANT APPRAISAL DATES:
  DATE OF APPRAISAL REPORT:                     November 25, 1997
  EFFECTIVE DATE OF APPRAISAL:                  August 14, 1997
  DATE OF INSPECTION:                           August 14, 1997

LOCATION:
  PHYSICAL LOCATION:                            Southeast corner of Dupree
                                                Avenue/SR-76 Bypass and East    
                                                Main Street/US-70.
  City:                                         Brownsville
  County:                                       Haywood
  State:                                        Tennessee

LEGAL DESCRIPTION:
  TAX MAP/PARCEL:                               074 - 024

PROPERTY DESCRIPTION:
  LAND AREA:
   Acres:                                       11.433
   Square Feet:                                 498,017
   Zoning:                                      GC - General Commercial District

IMPROVEMENTS:
   Property Type:                               Neighborhood shopping center

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 1
<PAGE>

                               Summary of Important Facts & Conclusions, cont'd.
- --------------------------------------------------------------------------------

   Tenancy:                                   Multi-tenant
   Size (Gross Building Area):                77,752 SF
   Size (Net Rentable Area):                  76,762 SF
   Year Built:                                1989
   Physical Occupancy at Completion:          98%

HIGHEST AND BEST USE:
  AS VACANT:                                  Hold for investment and/or
                                              development as an office or retail
                                              services use.

  AS IMPROVED:                                Continued use as a shopping center
                                              on a multi- tenant basis.

ESTIMATED INCOME OPERATING DATA:
  GROSS POTENTIAL INCOME:                     $410,517
  STABILIZED VACANCY:                         5% of local shop space only
  NET OPERATING INCOME:                       $324,972

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 2
<PAGE>

                                                        THE APPRAISAL ASSIGNMENT
================================================================================

IDENTIFICATION OF SUBJECT PROPERTY

Property Name:                          Brownsville Place Shopping Center
Property Type:                          Neighborhood Shopping Center
Address:                                110 - 128 Dupree Avenue/SR-76 By-pass
General Location:                       Southeast corner of Dupree Avenue/SR-76
                                        Bypass and East Main Street/US-70
City:                                   Brownsville
County:                                 Haywood
State:                                  Tennessee
Tax Map/Parcel:                         074 - 024 (North Half)
Metes & Bounds Description:             See Exhibit 3 Addenda

PURPOSE & USE OF THE APPRAISAL REPORT

Purpose of Report:                      Estimate the "as is" market value of
                                        subject property. The reader is referred
                                        to the Definition of Terms section of
                                        the report for the definition of market
                                        value as utilized in this analysis.

Client's Intended Use of Report:        Assist in real estate mortgage finance
underwriting of the subject property.

PROPERTY RIGHTS BEING APPRAISED

      The property rights being appraised are the leased fee interest in the
subject property. The reader is referred to the Definition of Terms section of
the report for the definition of leased fee as utilized in this analysis.

SIGNIFICANT DATES OF APPRAISAL

      The subject property is being appraised as of the effective date presented
below. The appraised property is subject to the market influences and economic
conditions that existed on that date. The Date of the Report represents the
approximate date the appraisal report was performed and/or completed.

Date of Appraisal Report:               September 10, 1997
Effective Date Of Appraisal:            August 14, 1997
Date of Inspection:                     August 14, 1997

SCOPE OF THE APPRAISAL

      In preparing this appraisal report, the appraisers have completed several
steps to assemble the data and form the opinions presented in this written
report.

      1.    Considered the complexity of the property and the appraisal
            assignment in the context of the purpose and intended use of the
            appraisal report.

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


(C)1997 Huber & Lamb Appraisal Group. Inc.                                Page 3
<PAGE>

                                               The Appraisal Assignment, cont'd.
- --------------------------------------------------------------------------------

      2.    Analyzed the Brownsville economy and the subject neighborhood to
            determine the market conditions that effect the subject's market
            value.

      3.    Inspected the subject property and surrounding neighborhood.

      4.    Gathered physical and/or factual data on the subject recorded data,
            physical characteristics of the site and improvements, and legal
            restrictions imposed by the municipal government.

      5.    Analyzed the data gathered and determined their affects on market
            value in conjunction with the highest and best use of the real
            estate as if vacant and as improved.

      6.    Considered the appropriateness of the three traditional appraisal
            approaches to value including the cost approach, sales comparison
            approach and the income capitalization approach.

      7.    The application and process of each valuation approach are detailed
            in their respective report sections; however, the appraisers have
            thoroughly researched market data in each approach and have
            presented the most pertinent data and the reasoning and opinions
            leading to the conclusion of market value via each approach to
            value.

      8.    Reconciled the analysis and value indications by the three
            approaches to value into a final market value conclusion.

SUBJECT PROPERTY SALES HISTORY

      The following summarizes the most recent sales transaction and prior sales
history of the subject property:

Current Owner of Record:                Brownsville Place Partners, Inc.

Most Recent Transaction Data:

     Transaction Date:                  06/14/89
     Grantor:                           William A. Oldcare, Jr., et al
     Consideration:                     $317,123 or $14,881/Acre
     Deed Book/Page:                    180 / 387
     Land Size:                         21.31 Acres

     Comparison to
        Concluded Value:                The transaction date is beyond the three
                                        year comparison period required. This
                                        was a land transaction prior to the
                                        construction of the subject
                                        improvements, it does not compare
                                        favorable with the land value presented
                                        within this report at $103,000 or
                                        $9,009/Acre for the total land value.
                                        The eight year difference in time
                                        between the sale and land valuation is
                                        due to a changing market and

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 4
<PAGE>

                                               The Appraisal Assignment, cont'd.
- --------------------------------------------------------------------------------

                                        the larger size of the tract
                                        transferred. The 1989 market was
                                        somewhat stronger in local rural areas.

Current Contracts:                      None reported

Current Listing:                        Not listed for sale

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 5
<PAGE>

                                                             DEFINITION OF TERMS
================================================================================

1.    MARKET VALUE - The most probable price which a property should bring in a
      competitive and open market under all conditions requisite to a fair sale,
      the buyer and seller, each acting prudently and knowledgeably and assuming
      the price is not affected by undue stimulus. Implicit in this definition
      is the consummation of a sale as of a specified date and the passing of
      title from seller to buyer under conditions whereby:

      1.    Buyer and seller are typically motivated;

      2.    Both parties are well informed or well advised, and acting in what
            they consider their own best interests;

      3.    A reasonable time is allowed for exposure in the open market;

      4.    Payment is made in terms of cash in U.S. dollars or in terms of
            financial arrangements comparable thereto; and

      5.    The price represents the normal consideration for the property sold
            unaffected by special or creative financing or sales concessions
            granted by anyone associated with the sale.

            Sources:    1.    Comptroller of the Currency; 12 CFR Part 34
                              Section 34.42(f) of Federal Regulations.

                        2.    FDIC Final Rule on Title XI of the Financial
                              Institutions Reform. Recovery, and Enforcement Act
                              of 1989 (FIRREA). effective September 19, 1990, as
                              defined in 12 CFR Part 323.4.a.10.

2.    HIGHEST AND BEST USE - That reasonable and probable use that will support
      the highest present value, as defined, as of the effective date of the
      appraisal. Alternatively, that use, from among reasonably probable and
      legal alternative uses, found to be physically possible, appropriately
      supported, financially feasible, and which results in the highest land
      value.

3.    MARKET RENT - The rental income that a property would most probably
      command on the open market; indicated by current rents paid and asked for
      comparable space as of the date of appraisal.

4.    MARKET PRICE - The amount actually paid, or to be paid for a property in a
      particular transaction. This differs from market value in that it is an
      accomplished or historic fact, whereas market value is and remains an
      estimate until proven. Market price involves no assumption of prudent
      conduct by the parties, of absence of undue stimulus or of any other
      condition basic to the market value concept.

5.    APPRECIATION - Increase in value due to increase in cost to reproduce,
      value over the cost, or value at some specified earlier point in time,
      brought about by greater demand, improved economic conditions, increasing
      price levels, reversal

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(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 6
<PAGE>

                                                   Definitions of Terms, cont'd.
- --------------------------------------------------------------------------------

      of depreciating environmental trends, improved transportation facilities,
      direction of community or area growth, or other factors.

6.    DEPRECIATION - A loss of utility and hence value from any cause. An effect
      caused by deterioration and/or obsolescence.

7.    INVESTMENT VALUE - The value of an investment to a particular investor,
      based on his or her investment requirements; as distinguished from market
      value, which is impersonal and detached.

8.    FUNCTIONAL OBSOLESCENCE - Impairment of functional capacity or efficiency.
      Functional obsolescence reflects the loss in value brought about by such
      factors as overcapacity, inadequacy, and changes in the art, that affect
      the property item itself or its relation with other items comprising a
      larger property. The inability of a structure to perform adequately the
      function for which it is currently employed.

9.    EXTERNAL OBSOLESCENCE - Impairment of desirability or useful life arising
      from factors external to the property, such as economic forces or
      environmental changes which affect supply-demand relationships in the
      market. Loss in the use and value of a property arising from the factors
      of external obsolescence is to be distinguished from loss in value from
      physical deterioration and functional obsolescence, both of which are
      inherent in the property. Also referred to as locational or economic
      obsolescence.

10.   FEE SIMPLE ESTATE - Absolute ownership unencumbered by any other interest
      or estate; subject only to the limitations of eminent domain, escheat,
      police power, and taxation.

11.   LEASED FEE ESTATE - An ownership interest held by a landlord with the
      right of use and occupancy conveyed by lease to others; usually consists
      of the right to receive rent and the right to repossession at the
      termination of the lease.

12.   LEASEHOLD ESTATE - The right to use and occupy real estate for a stated
      term and under certain conditions; conveyed by a lease.

13.   PRESENT VALUE - The current monetary value. It is the today's cash lump
      sum which represents the current value of the right to collect future
      payments. It is the discounted value of aggregate future payments.

14.   GROSS SALES PROCEEDS - The total amount of invoiced sales, before
      deducting returns, allowances, etc. over the forecasted sellout period.

15.   FORECASTING - Predicting a future happening or condition based on past
      trends and the perceptions of market participants, tempered with
      analytical judgment concerning the continuation of these trends and the
      realization of these perceptions in the future.

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(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 7
<PAGE>

                                                   Definitions of Terms, cont'd.
- --------------------------------------------------------------------------------

16.   OVERALL CAPITALIZATION RATE - An income rate for a total property that
      reflects the relationship between a single year's net operating income
      expectancy or an annual average of several years' income expectancies and
      total price or value; used to convert net operating income into an
      indication of overall property value.

17.   DISCOUNT RATE - A rate of return on capital used to convert future
      payments or receipts into present value.

18.   INTERNAL RATE OF RETURN - The annualized rate of return on capital that is
      generated or capable of being generated within an investment or portfolio
      over the period of ownership; similar to the equity yield rate; often used
      to measure profitability after income taxes, i.e., the after-tax equity
      yield rate; the rate of discount that makes the net present value of an
      investment equal to zero; discounts all returns from an investment,
      including returns from its termination, to equal the original investment.

19.   RETAIL VALUE - The term "retail" refers to the aggregate sum of all the
      individual unit values as of the date of the appraisal. Generally applied
      to residential lot sales or condominium developments.

Source of Definitions: The American Institute of Real Estate Appraisers, The
Dictionary of Real Estate Appraisal; American Institute of Real Estate
Appraisers and Society of Real Estate Appraisers, Real Estate Terminology, Ed.
Byrl N Boyce (Cambridge, MA: Ballinger Publishing Company, 1981); or standard
industry definitions.

SUPPLEMENTAL DEFINITIONS

1.    MARKET VALUE "AS IS" ON APPRAISAL DATE: An estimate of the market value of
      a property in the condition observed upon inspection and as it physically
      and legally exists without hypothetical conditions, assumptions, or
      qualifications as of the date the appraisal is prepared.

2.    PROSPECTIVE VALUE UPON COMPLETION OF CONSTRUCTION: The Value presented
      assumes all proposed construction, conversion, rehabilitation is
      hypothetically completed, or under other specified hypothetical
      conditions, as of the future date when such construction completion is
      projected to occur. If anticipated market conditions indicate that
      stabilized occupancy is not likely as of the date of completion, this
      estimate shall reflect the market value of the property in its then
      "as-is" leased state (future cash flows must reflect additional lease-up
      costs, including tenant improvements and leasing commissions, for all
      areas not preleased). For properties where individual units are to be sold
      over a period of time, this value should represent that point in time when
      all construction and development costs have been expended for that phase,
      or those phases, under valuation.

3.    PROSPECTIVE VALUE UPON ACHIEVING STABILIZED OCCUPANCY: The value presented
      assumes the property has attained the optimum level of long-term
      occupancy, which an income-producing real estate project is expected to
      achieve under

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(C)1997 Huber & Lamb Appraisal Group, Inc.                                Page 8
<PAGE>

                                                   Definitions of Terms, cont'd.
- --------------------------------------------------------------------------------

      competent management after exposure for leasing in the open market for a
      reasonable period of time at terms and conditions comparable to
      competitive offerings. The date of stabilization must be estimated and
      stated within the report.

4.    PROPOSED TRACT DEVELOPMENT: Means a project of five units or more that is
      constructed, or is to be constructed, as a single development. A tract
      development may be units in a subdivision, condominium project, timeshare
      project, or any similar project meant to be sold as individual units over
      a period of time.

5.    FAIR VALUE - The cash price that might reasonably be anticipated in a
      current sale under all conditions requisite to a fair sale. A "fair sale"
      means that buyer and seller are each acting prudently, knowledgeably, and
      under no necessity to buy or sell. "Current sale" means that the property
      is exposed to the open market for a reasonable time considering the
      property type and local market conditions. When a current sale is
      unlikely, i.e., when it is unlikely that the sale can be completed within
      12 months, the appraiser should discount to present value any and all cash
      flows which might be generated by the property to obtain the estimate of
      fair value. These cash flows include, but are not limited to, those
      arising from ownership, development, operation, and sale of the property.
      The discount applied should reflect the appraiser's judgement of what a
      prudent, knowledgeable purchaser under no necessity to buy would be
      willing to pay to purchase the property in a current sale. Whenever the
      appraiser believes that more than one year is necessary for a fair sale of
      the property, the appraiser shall state and justify the estimated holding
      period, cash flows and the discount rate applied.

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(C)1997 Huber & Lamb Appraisal, Inc.                                      Page 9
<PAGE>

                                             ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

      Standard Rule 2-2g of the Code of Professional Ethics and Standards of
Professional Conduct of the Appraisal Institute requires the appraiser to
clearly and accurately set forth all facts, assumptions and conditions that
affect the analysis, opinions and conclusions upon which the appraisal is based.
In compliance therewith, and to assist the reader in interpreting this report,
such assumptions and limiting conditions are set forth as follows:

1.    Title is assumed to be marketable and free and clear of all liens and
      encumbrances, easements, and restrictions except those specifically
      discussed in the report. The property is appraised assuming it to be under
      responsible ownership and competent management and available for its
      highest and best use.

2.    No opinion is intended to be expressed for legal matters or that would
      require specialized investigation or knowledge beyond that ordinarily
      employed by real estate appraisers, notwithstanding the fact that such
      matters may be discussed in the report.

3.    The date of value to which the opinions expressed in this report apply is
      set forth in the letter of transmittal. The appraiser assumes no
      responsibility for economic or physical factors occurring at some later
      date which may affect the opinion herein stated.

4.    The valuation is reported in dollars of currency prevailing on the date of
      appraisal.

5.    Maps, plats, and exhibits included herein are for illustration only as an
      aid in visualizing matters discussed within the report. They should not be
      considered as surveys or relied upon for any other purpose.

6.    All information and comments pertaining to this and other properties
      included in the report represent the personal opinion of the appraiser,
      formed after examination and study of the subject and other properties.
      While it is believed the information, estimates and analyses are correct,
      the appraiser does not guarantee them and assumes no liability for errors
      in fact, analysis or judgement.

7.    Neither all nor any part of the contents of this report (especially any
      conclusions as to value, the identity of the appraiser or the firm with
      which he is connected, or any reference to the Appraisal Institute or the
      MAI or RM designation) shall be disseminated to the public through
      advertising media, public relations media, news media, sales media or any
      other public means of communication without prior written consent and
      approval of the undersigned.

8.    The appraiser is not required to give testimony or to appear in court by
      reason of this appraisal, unless prior arrangements have been made.

9.    The distribution of the total valuation in this report between land and
      improvements applies only under the existing program of utilization. The
      separate valuations for land and buildings must not be used in conjunction
      with any other appraisal and are invalid if so used.

10.   Certain information concerning market and operating data was obtained from
      others. This information is verified and checked, where possible, and is
      used in this appraisal only if it is believed to be accurate and correct.
      However, such information is not guaranteed.

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<PAGE>

                                    Assumptions and Limiting Conditions, cont'd.
- --------------------------------------------------------------------------------

11.   Real Estate Values are influenced by a large number of external factors.
      The data contained herein is all of the data we consider necessary to
      support the value estimate. We have not knowingly withheld any pertinent
      facts, but we do not guarantee that we have knowledge of all factors which
      might influence the value of the subject. Due to rapid changes in the
      external factors, the value estimate is considered reliable only as of the
      date of the appraisal.

12.   Opinions of value contained herein are estimates. There is no guarantee,
      written or implied, that the subject property will sell for such amounts.

13.   It is assumed that there are no hidden or unapparent conditions of the
      property, subsoil, or structures which would render it more or less
      valuable. No responsibility is assumed for such conditions or for
      engineering which may be required to discover such factors.

14.   If the subject of the appraisal is an improved property, the appraiser has
      personally inspected the property and finds no obvious evidence of
      structural deficiencies except as stated in this report; however, no
      responsibility for hidden defects or conformity to specific governmental
      requirements, such as fire, building and safety, earthquake, or occupancy
      codes can be assumed without provision of specific professional or
      governmental inspections.

15.   Unless otherwise stated in this report, the existence of hazardous
      material, which may or may not be present on the property, was not
      observed by the appraiser. The appraiser has no knowledge of the existence
      of such materials on or in the property. The appraiser, however, is not
      qualified to detect such substances. The presence of substances such as
      asbestos, urea-formaldehyde foam insulation, or other potentially
      hazardous materials may affect the value of the property. The value
      estimate is predicated on the assumption that there is no such material on
      or in the property that would cause a loss in value. No responsibility is
      assumed for any such conditions, or for any expertise or engineering
      knowledge required to discover them. The client is urged to retain an
      expert in this field, if desired.

16.   We have not made a specific compliance survey and analysis of this
      property to determine whether or not it is in conformity with the various
      detailed requirements of the Americans with Disabilities Act (aka, ADA).
      It is possible that a compliance survey of the property together with a
      detailed analysis of the requirements of the ADA could reveal that the
      property is not in compliance with one or more of the requirements of the
      Act. If so, this fact could have a negative effect upon the value of the
      property. Since we have no direct evidence relating to this issue, we did
      not consider possible non-compliance with the requirements of ADA in
      estimating the value of the property.

17.   The value estimate assuming a portfolio sale specifically assumes the
      property is sold as part of the 17 property portfolio described within the
      attached report. As is the case with any value estimate, the portfolio
      sale value estimate is based on a sale within a typical marketing period
      of 12 months or less. Any fluctuations in market conditions can possibly
      have more significant effects on portfolio value than individual property
      sales.

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 11
<PAGE>

                                             BROWNSVILLE\HAYWOOD COUNTY ANALYSIS
================================================================================

LOCATION AND GENERAL INFORMATION

      Brownsville, the county seat of Haywood County, is located in the
southwest portion of the State and is 55 miles northeast of Memphis, 166 miles
west of Nashville and 500 miles south of Chicago. U.S. Highways 70 and 79 and
State roads 76 and 19 intersect within the city or adjacent to Interstate 40
immediately south.

      Brownsville has a pleasant blend of agriculture and industry with twelve
manufacturing firms located in the city. Much of the land in Haywood County is
suitable for growing cotton in an abundant supply.

      Brownsville, named for General Jacob Jennings Brown, was incorporated in
1826 by an Act of the Tennessee Assembly. In 1825, the first school was
established and public roads were cut to neighboring county seats. In 1882, the
Brownsville and Jackson Railroad was chartered to serve Haywood County. The
County operates under a County Executive-Commissioner form of government. The
County Executive-Commissioner is the chief administrative officer and presides
over the quarterly meetings of the County Commissioners.

POPULATION, LABOR AND INDUSTRY

                            POPULATION - 1950 - 1990

        Year        Brownsville         Haywood County           Totals
        ----        -----------         --------------           ------

        1950           4,711                26,212               30,923

        1960           5,414                23,393               28,807

        1970           7,011                19,596               26,607

        1980           9,983                20,318               30,301

        1990          10,224                19,654               29,878

Labor Market and Supply

      Haywood County has an estimated 10,160 persons in the labor force, of
which 8,990 are employed. This reflects an 11.5 percent unemployment rate. The
estimated total population within a 25-mile area is 135,000 persons.

      A report by the County School Superintendent shows that 265 high school
graduates enter the Haywood County the labor force annually.

      Within a 25-mile radius of Brownsville, which is normal commuting distance
in West Tennessee, there are portions of six other counties. While the majority
of Haywood Countians live outside the city limits of Brownsville, many of these
people are industrial employees in Brownsville and other nearby towns. An
excellent network of Federal, State and County highways provide mobility of
Haywood and surrounding counties.

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 12
<PAGE>

                                    Brownsville\Haywood County Analysis, cont'd.
- --------------------------------------------------------------------------------

      The past decade has reflected a change from agrarian to industrial
employment for many of the local residents. This same trend has been reflected
in the decrease in county population during a period of increase in the city
population.

ECONOMIC CHARACTERISTICS

      A diversified economy exists in Brownsville and Haywood County. Personal
income is not dominated by any one source. Industrial payrolls total
approximately $39,157,740 in Haywood County. Income from agriculture is more
than $40-million. The median home value is $41,200 and the typical median rent
is $267. The median household income is $18,018.

      Per capita income in Haywood County has increased from $3,806 in 1977 to
$14,859 in 1993. Retail sales for the county were approximately $47-million in
1977 and were reported at $114,216,000 in 1993.

EXISTING INDUSTRIES IN BROWNSVILLE

Brownsville Sawmill                Lasco Products/Phillips Industries
- -------------------                ----------------------------------
Product:  Lumber, railroad ties    Product:     Plastic pipe fittings
Employment:  35                    Employment:  350

Dixie Printing Company             MTD Products/Cub Cadet
- ----------------------             ----------------------
Product:     Custom printing       Product:     Riding lawn mowers
Employment:  8                     Employment:  501

Haywood Company                    James H. Moore and Son
- ---------------                    ----------------------
Product:     Garden Hose, PVC      Product:     Ladies' & children's
             compound,plasticizer,              sportswear
             tread rubber          Employment:  98
Employment:  540

Haywood Element                    Pro-Line
- ---------------                    --------
Product:     Heating Elements      Product:     Plastic converter
Employment:  74                    Employment:  24

Ross Manufacturing Company
- --------------------------
Product:     Bucket elevators, feed mill, and grain handling equipment
Employment:  24

Simmco
- ------
Product:     Propane vessels
Employment:  60

Stackpole Limited, U.S.A.
- -------------------------
Product:     Powder metal bearings
Employment:  120

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 13
<PAGE>

                                    Brownsville\Haywood County Analysis, cont'd.
- --------------------------------------------------------------------------------

Tennessee Compressed Soil
- -------------------------
Product:     Compressed soil
Employment:  4

UTILITIES

Electric Power

      Electric power is distributed in Brownsville by the City of Brownsville
Utility Department, which has a contract with the Tennessee Valley Authority.
TVA is a wholesale supplier of electric power to the City of Brownsville Utility
Department. TVA has been a leader in implementing innovative pricing
arrangements which have lowered the price to eligible customers. These
innovative pricing arrangements decrease rates for commercial and industrial
customers. TVA's economic development field offices provide direct and
customized economic development services with a goal of helping to create
high-value jobs and increasing the production of goods and services. All of the
West Tennessee Industrial Association's service area is served from
locally-owned systems of distributors which purchase power at wholesale from
TVA.

Natural Gas

      Natural gas is distributed by the Brownsville Utility Department and
purchased from Texas Gas Transmission Corporation. The supply is furnished to
the city through a six-inch high pressure transmission line. Two main
transmission lines are maintained by Texas Gas Transmission Corporation.

Fuel

      Coal may be obtained directly from nearby West Kentucky or Southern
Illinois fields either by rail or truck delivery.

Water

      Water is supplied by the Brownsville Utility Department. The system has
two 180-feet deep eight-inch wells and three 260-feet twelve-inch wells. The
average temperature of the water is sixty degrees. The pumping capacity of the
system is 4-million gallons per day and daily consumption is 2.7-million
gallons. Two additional wells have been added and an additional water plant is
being built that will provide another 3-million gallons per day.

COMMUNICATIONS

Postal Facilities

      Brownsville is served by a first-class post office with 25 employees.
There are three incoming and two outgoing mails daily by truck.

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 14
<PAGE>

                                    Brownsville\Haywood County Analysis, cont'd.
- --------------------------------------------------------------------------------

Telephone and Telegraph

      Telephone service is provided by BellSouth with over 7,089 access lines
currently being served. Western Union provides telegraph service for
Brownsville.

Radio

      Brownsville has two local radio stations, WBHT-AM and WTBG-FM. There is
also excellent AM and FM reception from most Memphis and Jackson stations.

Television

      Brownsville has no local television station, but is adequately served by
WBBJ-TV in Jackson, WHBQ-TV, WMC-TV and WREG-TV in Memphis. Education station
WKNO is also received from Memphis. Cable-TV service is available and offers 24
channels plus four movie channels and the Disney Channel.

Newspapers

      The Brownsville States-Graphic and West Tennessee Chronicle, weekly
newspapers, are published in Brownsville. The Commercial Appeal (Memphis),
Nashville Tennessean, and The Jackson Sun are daily newspapers delivered in
Brownsville.

TRANSPORTATION

Railroads

      Brownsville is served by the CSX Transportation Railroad. This line
provides daily service with connections to the Norfolk Southern Railroad at
Humboldt, 25 miles to the northeast. In addition, direct service is available to
numerous other trunk line railroads.

Highways

      Brownsville is located at the junction of U.S. Highway 70 and 70A, running
eastwest, U.S. Highway 79, running north and south, State Highway 19, running
northwest and Highway 54 running north. U.S. Interstate Highway 40 is four miles
south of Brownsville. Three interchanges with federal and state highways provide
access into Brownsville.

Air Service

      The nearest commercial service is in Jackson (22 miles east) at
McKellar-Sipes Regional Airport through Northwest Airlink. Memphis International
Airport is approximately one hour's drive from Brownsville via Interstate 40.
Memphis offers eight major airlines, six commuter airlines, and 42 air freight
companies. Federal Express is based in Memphis.

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 15
<PAGE>

                                    Brownsville\Haywood County Analysis, cont'd.
- --------------------------------------------------------------------------------

LIVING CONDITIONS

Climate

      Memphis data has been used here and any variation will be minor. The
prevailing climate is temperate, with pronounced seasonal variations in both
temperature and precipitation. Snowfall is variable from year to year. Most
winters have little or none, while other winters can have a seasonal snowfall of
up to 17 inches.

Housing

      Home prices (new) range from $30,000 to $200,000, depending upon location
and type of building. Older homes can be purchased for a lower price. Average
residential construction cost will range from $40.00 to $50.00 per square foot.

      Average rental for a garden-type two bedroom apartment is $350.00. The
average house in Brownsville would rent for $400.00 to $450.00 per month.

Education

      Public education in Brownsville is provided by the Haywood County Board of
Education which operates six schools in Brownsville including a vocational
school. There are approximately 4,100 students and 258 teachers in the entire
system.

      Higher education is available at the many colleges, universities, business
and vocational schools of nearby Jackson and Memphis. The Tennessee Technology
Center at Jackson turns out many students who are trained for skilled industrial
employment.

Medical Facilities

      As the primary resource for health care in Brownsville, Methodist Haywood
Park Hospital plays a vital role in the community. The 62-bed, acute care
hospital offers numerous services including: inpatient, emergency, outpatient,
obstetrics, laboratory, therapeutic swingbed as well as intermediate and skilled
care. Diagnostic services such as mammography, CT Scan, fluoroscopy and
ultrasound are also at Methodist Hospital.

FINANCIAL INSTITUTIONS

      Brownsville has three strong banks. They reported the following condition
as of the date of their last statement:

Brownsville Bank
- ----------------
Deposits .................... $184,295,000
Total Assets ................ $212,044,000

First State Bank
- ----------------
Deposits .................... $ 80,000,000
Total Assets ................ $ 92,959,000

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 16
<PAGE>

                                    Brownsville\Haywood County Analysis, cont'd.
- --------------------------------------------------------------------------------

Tennessee Community Bank
- ------------------------
Deposits .................... $  5,883,000

      Financing of industrial projects in West Tennessee communities is an
important factor in attracting new firms to the area and encouraging existing
firms to expand. Local communities and the West Tennessee Industrial Association
can suggest a plan suitable for most projects.

CONCLUSION

      Brownsville is a small town located in a generally rural setting. Long
term data indicates the immediate economy is in transition from agricultural
influences to increasing influences of industrial growth. Long term growth for
the area is anticipated to be moderate and consistent with non-metropolitan
areas of the region; however, high unemployment rates relative to the State of
Tennessee and national averages is anticipated to continue. The effects on
commercial real estate is anticipated to be stable to moderate appreciation in
the long term.

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 17
<PAGE>

                               ===================
                                 CITY/COUNTY MAP
                               ===================

                               [GRAPHICS OMITTED]

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(C)1997 Hubber & Lamb Appraisal Group, Inc.                              Page 18
<PAGE>

                                                         JACKSON COUNTY ANALYSIS
================================================================================

PHYSICAL CHARACTERISTICS

      Jackson County is situated in the southeast section of Mississippi, on the
Gulf of Mexico. The County contains a total of 744 square miles of area, of
which 56 square miles are incorporated areas of: Pascagoula, Moss Point, Ocean
Springs and Gautier. Therefore, only eight (8) percent of the total area is
incorporated. It is important to note, however, that there are several
communities in Jackson County that are not incorporated, but account for a
considerable amount of population. Gautier became an incorporated city in the
mid-1980's, and the City of Moss Point annexed portions of Escatawpa in the
early 1990's.

      The four incorporated areas mentioned above (Pascagoula, Moss Point, Ocean
Springs and Gautier) are all located in the southern portion of the County,
along the Gulf of Mexico and Pascagoula Rivers. Pascagoula is situated along the
Gulf of Mexico and Pascagoula Rivers. Pascagoula is situated along the Gulf of
Mexico and the east bank of the East Pascagoula River. Moss Point is located
north of Pascagoula, on the Escatawpa River. Gautier is located on the Gulf of
Mexico and the west bank of the West Pascagoula River and Ocean Springs is
located on the Gulf of Mexico and the Biloxi Bay, in the western section of the
County.

COMMUNITY INFLUENCES

      Pascagoula and Moss Point are industrial employment centers for the area,
while Gautier and Ocean Springs are bedroom communities. Gautier has developed
over the last 20 years due to the industrial expansion in Pascagoula and the
scarcity of residential land in Pascagoula. It is now the location of a regional
mall and three community shopping centers, and thus, it became the shopping
center for the area. However, Wal-Mart and K-Mart have built new shopping
centers in Pascagoula and Ocean Springs, and several of the neighborhood
shopping center spaces around the Singing River Mall are now vacant. In fact,
one of the shopping centers, located directly across from the mall, sold at
auction several years ago.

      Ocean Springs has consistently been a favorite bedroom community in the
area. It was a resort community until the early part of this century and it is
now the fastest growing residential area of the County. It not only serves as a
bedroom community for Pascagoula/Moss Point, but Biloxi/Gulfport as well. It is
also a popular retirement community. It is interesting to note that from 1986 to
1991, Ocean Springs increased in total water meters by 10.8%, while Pascagoula
increased by less than 2%, and Moss Point did not grow at all. Since 1991,
however, Ocean Springs has embarked on an unprecedented growth cycle that is
partially due to the Navy Homeport, but mainly to legalized gaming in
Biloxi-Gulfport.

POPULATION

      The County's total population, in the 1995 estimate, was approximately
126,800 people. Of that estimate, Pascagoula contained 27,400, Moss Point -
18,100, Ocean Springs - 16,200 (does not include recently annexed area to the
east) and Gautier - 11,000. The Pascagoula median household income is
approximately $24,410. The

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 19
<PAGE>

                                                        Jackson Analysis, cont'd
- --------------------------------------------------------------------------------

Pascagoula per capita income is approximately $11,560. The average age in
Pascagoula is 34 years.

      The unincorporated areas of Jackson County contain an estimated total of
54,100 people, according to the Census. This large number, outside the city
limits, is primarily due to the fact that the municipalities are limited in
growth potential by natural boundaries such as swamps, the Gulf, rivers, and
undesirable lowlands.

      Pascagoula's existing tax base is not growing at a fast enough rate to
keep up with escalating operating costs. In addition, a large regional shopping
center, the Singing River Mall, was built in Gautier. This mall spawned growth
of surrounding neighborhood shopping centers, and it made Gautier the shopping
center of Jackson County. Consequently, much of the sales tax revenue has been
lost from the other communities. This could be a potential problem for those
communities since it could cause taxes to increase. However, within the last few
years, Wal-Mart and K-Mart have built new shopping centers in Pascagoula and
Ocean Springs, and a significant amount of the shopping center space around the
Mall in Gautier is vacant or rented for low rates. The taxes in Pascagoula have
increased by an average of only about 2.4% per year, over the last five years.
However, there is not enough land available for sustained growth like that found
in Ocean Springs.

ECONOMICS

      Jackson County ranks in the top ten of the 82 counties in Mississippi for
per capita personal income, which was estimated to be $12,800 in 1995. It is the
home of Mississippi's largest seaport, and it is the most industrialized county
in the state.

      Litton Industries' Ingalls Shipbuilding Division is one of the largest
shipyards in the United States, and it has been a very successful defense
contractor with the Navy for the past thirty (30) years. However, the shipyard
employed over 24,000 people in 1977, and the employment was reduced to about
11,000 in the early 1980's. This had a very negative impact on the local economy
for several years, but the current employment has been stable for the last few
years. However, the shipyard was not successful in a bid for a major Navy
contract, and the workforce was reduced in late 1996 to about 9,000 employees.
Recently, they have begun to rehire, due to new work in the offshore oil
exploration and production industry. However, these "ups and downs" in the
shipyards work force are typical characteristics of Ingall's since the
employment requirements fluctuate during the building stages.

      The reader must be advised that the shipyard is dependent upon the U.S.
Navy for the majority of their work. They apparently cannot compete with foreign
shipyards for commercial shipbuilding, since costs are considerably less in some
other shipbuilding countries. This point is made to illustrate how important the
U.S. Navy budget is to the local economy. Therefore, the Navy budget is always
of great concern to local business and political leaders. It is clear that the
"600 ship Navy" goal of the 1980's is not the goal of the 1990's, and several
shipbuilding programs, including those at Ingalls, are under scrutiny.

      The bright spot in the local economy has been the resurgence of activity
in the offshore oil industry. The oil industry suffered a drastic downturn in
the early

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 20
<PAGE>

                                                        Jackson Analysis, cont'd
- --------------------------------------------------------------------------------

1980's, and offshore rigs and supply boats were no longer in demand.
Consequently, much of that hardware was sold at reduced prices and converted
to other uses. There has been very little construction of that type of
equipment (rigs and supply boats) since then, and new production in the Gulf
is requiring new construction now. Consequently, Halter Marine and HAM
Industries, two local companies, have hundreds of new jobs to fill.

      In addition to the shipyards, one of the largest oil refineries in the
United States is located in Pascagoula, in the Stennis Industrial Park. This is
the Chevron Refinery that has always been, and is expected to remain, "stable."

      When Ingalls Shipyard expanded in the early 1970's, the entire area
enjoyed a "boom town" growth. Building permits in Jackson County were almost
1,100 in 1972, and 1,500 in 1973. As a comparison, building permits in the last
three years have averaged between 550 and 650 per year.

      It is also important to note that Pascagoula has a Homeport for Naval
vessels that officially opened in July of 1992. The County also has a "high
tech" industrial park at the intersection of Interstate 10 and Highway 57, near
the geographic center of the County. This development is known as Sunplex, and
it is designed to attract lighter, high technology industries to diversify the
industrial base. It has had limited success in attracting new "outside"
industry.

      In summary, Jackson County has much potential as an industrial area, but
is still dependent on the Navy. It will take years to diversify to a point that
it will not "live and die" with the shipyard. However, the new construction
demand from the offshore oil industry will stabilize the area for several years.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 21
<PAGE>

                               ===================
                                 CITY/COUNTY MAP
                               ===================

                               [GRAPHICS OMITTED]

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 22
<PAGE>

                                                 SHOPPING CENTER MARKET ANALYSIS
================================================================================

INTRODUCTION

      Trends in the shopping center market are examined in this section of the
appraisal report in an effort to assess current, as well as future, influences
on property value. The data most commonly utilized in the analysis of shopping
center feasibility includes the supply of shopping center space and ongoing, or
planned new construction. Additionally, absorption rates, occupancy levels and
the direction of rental rates and expenses are viewed as critical in determining
the marketability and ultimate feasibility of a project.

INFORMATION SOURCE

HUBER & LAMB:                               A survey of comparable properties in
                                            the subject's submarket was also
                                            conducted by Huber & Lamb Appraisal
                                            Group, Inc. This data is useful in
                                            delineating and identifying trends
                                            in the immediate market area of the
                                            subject as indicated by the subject
                                            and most competitive properties.

SUBMARKET OCCUPANCY ANALYSIS

    BROWNSVILLE/HAYWOOD COUNTY SUBMARKETS
      TYPE OF SHOPPING CENTER:              The shopping center market can be
                                            delineated into three general
                                            categories based on physical size
                                            and tenancy. The following
                                            summarizes these classifications.
                                            
        Neighborhood:                       Usually under 100,000 SF, 1 or 2
                                            anchors, usually anchored by
                                            grocery. Typically draws shoppers
                                            from within a three mile radius.

        Community:                          100,000 - 300,000 SF built around
                                            discount department store, variety
                                            store or junior department store and
                                            usually including supermarket. Draws
                                            shoppers from at least a seven mile
                                            radius.

        Regional:                           Usually over 300,000 SF with at
                                            least one major department store.
                                            Typically enclosed mall type
                                            shopping centers drawing shoppers
                                            from a greater than 10-mile radius.

SUBJECT MOST COMPETITIVE MARKET OCCUPANCY ANALYSIS

DESCRIPTION:                                Huber & Lamb has completed a survey
                                            of the most competitive properties
                                            with the subject located within the
                                            submarket. These properties are
                                            considered most direct competition
                                            of the subject and are utilized as
                                            the comparable rents in the

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 23
<PAGE>

                                        SHOPPING CENTER MARKET ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

                                            income capitalization approach. This
                                            analysis provides insight on the
                                            micro market level of the subject as
                                            compared to the previous general
                                            market analysis.

                             MOST COMPETITIVE MARKET
                                OCCUPANCY SUMMARY

<TABLE>
<CAPTION>
=============================================================================================================
                                                              Square
Comparable Apartment                              Rent No.     Feet          Year Built             Occupancy
- -------------------------------------------------------------------------------------------------------------
<S>                                               <C>         <C>          <C>                         <C>
Brownsville Place Shopping Center                 Subject      76,762                  1989             98%
- -------------------------------------------------------------------------------------------------------------

Bradford Square Shopping Center, Brownsville, TN     1                     1972, 1977, 1983
                                                               81,651                & 1987            100%
- -------------------------------------------------------------------------------------------------------------

Subway Shopping Center, Brownsville, TN              2          6,000                  1990            100%
- -------------------------------------------------------------------------------------------------------------

Humboldt Center, Humboldt, TN                        3        125,000                  1972             98%
- -------------------------------------------------------------------------------------------------------------

Humboldt Eye Care/Cato Shopping Center,              4

Humboldt, TN                                                   14,000                  1996            100%
=============================================================================================================

Totals/ Weighted Avgs.                                        303,413                                    99%
=============================================================================================================
</TABLE>

TOTAL SF OCCUPIED:                          299,713 SF
TOTAL SF VACANT:                            3,700 SF

ANALYSIS:                                   The most competitive shopping center
                                            properties, including the subject
                                            have an occupancy rate at 98% or
                                            higher. The most competitive
                                            market's occupancy is obviously
                                            reflective of the good health of the
                                            submarket. The subject property was
                                            constructed in 1989. It should be
                                            noted that the Brownsville shopping
                                            center properties have 100%
                                            occupancies excluding the subject.
                                            However, the population within the
                                            county has not increased over the
                                            past 40 years, which leads the
                                            appraisers to believe that growth is
                                            not a factor in this county or city.

INVESTMENT DESIRABILITY:                    The retail real estate investor
                                            market is becoming cautious. Retail
                                            sales nationally and locally were
                                            weaker than expected in 1995,
                                            particularly for the Christmas
                                            season. In addition, the market is
                                            changing significantly with the
                                            on-slaught of superstores and the
                                            significant growth in catalogue
                                            retail sales. Thus, tenant type and
                                            center design is constantly changing
                                            as well as consumers' buying habits.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 24
<PAGE>

                                        SHOPPING CENTER MARKET ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

                                            It is inevitable that a certain
                                            percentage of these superstores will
                                            fall out due to increased
                                            competition. Thus, while power
                                            centers were the investors choice
                                            only one to two years ago, they have
                                            fallen out of favor over the past
                                            several months. Investors are
                                            considering neighborhood and
                                            community centers to be a better
                                            investment. People will always have
                                            to buy groceries, get their hair
                                            cut, buy pizza and purchase
                                            consumable items and services from
                                            local neighborhood and community
                                            stores. This is considered a
                                            positive for the subject.

                                            Smaller, non-anchored strip centers
                                            will attract local investors. This
                                            market has had limited sales
                                            activity over the past two to three
                                            years. Most of the activity from a
                                            few years ago was during the end of
                                            a cycle where lending institutions
                                            had taken control or foreclosed on
                                            properties and sold the strip
                                            centers to local investors. These
                                            investors have held the properties
                                            as the market has improved. Only
                                            recently has there been significant
                                            evidence of smaller retail strip
                                            centers beginning to sell again.

CONCLUSIONS

      The overall City of Brownsville & Haywood County shopping center market
has relatively static over the years since the subject property was constructed.
No significant new construction has occurred. Occupancies have remained high for
the last few years. In neighboring Humboldt, a very similar rural community the
situations is approximately the same. Most rural Tennessee communities of this
size have remained stable over the past few years, unless an outside source
changes the area.

      In the final analysis, the economy is maintaining strength with increased
retail sales. Neighborhood shopping centers are gaining strength, particularly
well anchored centers in good locations. Speculative new development is
currently limited in this market. This should result in continued high
occupancies and moderate rent appreciation over the foreseeable future, or at
least two years.

SUBJECT PROPERTY CONCLUSIONS

      The subject property can be classified as an anchored neighborhood center.
The subject's retail submarket is relatively strong with high occupancies in the
newer or renovated centers as well as occupancies in the older centers. The
tenant mix for the subject is appropriate for the local market it serves. Thus,
the subject property is considered an average quality investment property with
the most probable buyer being a regional buyer.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 25
<PAGE>

                                                           NEIGHBORHOOD ANALYSIS
================================================================================

NEIGHBORHOOD DEFINED

      A neighborhood, as defined by the 9th edition of The Appraisal of Real
Estate is "a grouping of complementary land uses" effected by similar operation
of the four forces that affect property value. These forces include social,
economic, governmental and environmental factors. A neighborhood is further
defined by the revised edition of Real Estate Appraisal Terminology as being a
portion of a larger community, or an entire community, in which there is a
homogeneous grouping of inhabitants, buildings or business enterprises.
Neighborhood boundaries may consist of well-defined natural or manmade barriers
or they may be more or less defined by a distinct change in land use or in the
character of the inhabitants. The overriding purpose of describing and analyzing
a particular neighborhood is to observe and/or quantify data indicating
discernible patterns or urban growth, structure and change that may enhance or
detract from property values.

NEIGHBORHOOD BOUNDARIES

North:      Brownsville northern city limits/Iola Avenue
East:       Brownsville eastern city limits/Morgan Street
South:      Brownsville southern city limits
West:       Brownsville city limits/Hillcrest Drive

      COMMENTS: The boundaries for the subject neighborhood were chosen because
they contain homogeneous and dependent land uses delineated by distinct man-made
boundaries. The neighborhood boundaries cover an area of approximately 0 miles.
These boundaries constitute the neighborhoods.

GENERAL NEIGHBORHOOD DATA

DISTANCE FROM CBD:                    60 miles southwest (Memphis)
DISTANCE FROM AIRPORT:                60 miles southwest (Memphis)
PERCENT BUILT-UP:                     65%
GENERAL LAND USES:
   Single Family:                     60%; $20,000 to $70,000
   Apartment:                         15%
   Retail, Office:                    10% retail and 5% office
   Industrial, heavy commercial:      10%
TYPES OF COMMERCIAL TENANCIES:
   Predominant:                       Multi-tenant
   Secondary:                         Limited free standing owner occupant
PREDOMINANT PROPERTY AGE RANGE:       1960's - 1990's
NEIGHBORHOOD LIFE CYCLE STAGE:        Stable
PUBLIC TRANSPORTATION:                None

      COMMENTS: The subject neighborhood is a typical rural community with a few
local industries. Residents commute to Memphis, Jackson and other rural
locations for employment. Since the neighborhood is generally Brownsville, it
contains a very wide range of development types and ages. The community has only
two grocery stores and it is the county seat for Haywood County.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 26
<PAGE>

                                                  NEIGHBORHOOD ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

MAJOR TRAFFIC ARTERIES/ACCESS

================================================================================

STREET NAME    TYPE                         DIRECTION        NO. OF LANES
- --------------------------------------------------------------------------------

US-70 & 70A    PRIMARY NEIGHBORHOOD ARTERY  EAST-WEST        4 LANE + TURN LANE
- --------------------------------------------------------------------------------

US-79          PRIMARY NEIGHBORHOOD ARTERY  NORTH-SOUTH      4 LANE + TURN LANE
- --------------------------------------------------------------------------------

SR-76/BY-PASS  NEIGHBORHOOD ARTERY          NORTH-SOUTH      4 LANE + TURN LANE
- --------------------------------------------------------------------------------

SR-54          NEIGHBORHOOD ARTERY          NORTH-SOUTH      2 LANE
- --------------------------------------------------------------------------------

SR-19          NEIGHBORHOOD ARTERY          EAST-WEST        2 LANE
================================================================================

      ACCESSIBILITY: The major traffic arteries provide average ingress and
egress for the neighborhood. Main Street/US-70 is the primary retial/commercial
corridor for Brownsville. The traffic arteries in the previous chart provided
adequate accessibility throughout the neighborhood. IH-40 has three interchanges
that provide accessibility to Brownsville.

NEIGHBORHOOD UTILITIES & INFRASTRUCTURE

================================================================================

ITEM                    ADEQUACY               PROVIDER             COST
- --------------------------------------------------------------------------------

SEWER                   ADEQUATE               PUBLIC               TYPICAL
- --------------------------------------------------------------------------------

WATER                   ADEQUATE               PUBLIC               TYPICAL
- --------------------------------------------------------------------------------

GAS                     ADEQUATE               PUBLIC               TYPICAL
- --------------------------------------------------------------------------------

POWER                   ADEQUATE               PUBLIC               TYPICAL
- --------------------------------------------------------------------------------

TELEPHONE               ADEQUATE               SOUTH BELL           TYPICAL
- --------------------------------------------------------------------------------

INTERIOR ROADS          ADEQUATE               PUBLIC               N/A
================================================================================

      COMMENTS: The neighborhood utilities and infrastructure are considered
typical for the area and no negative influences are noted.

TRENDS

      GENERAL NEIGHBORHOOD HISTORY: The subject neighborhood is a developed
rural community with a stable history. Commercial development along Main
Street/US-70 as it currently exists began in the late 1960's into the 1970's
with retail strip centers and free standing commercial buildings. The local
city/county population has shifted over the past few years, but overall has
stayed relatively the same since the 1950's.

      NEW DEVELOPMENT: In general, the subject neighborhood is a retail and
commercial district with occasional redevelopment. The likelihood of new major
retail/commercial development in the Brownsville area is slight, since the local
population has remained relatively the same over the past few years. The last
major development was of the subject property.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 27
<PAGE>

                                                  NEIGHBORHOOD ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

CONCLUSIONS

      In general, the subject neighborhood is a retail and commercial district
with occasional development. The likelihood of new major retail/commercial
development in the Brownsville area is slight, since the local population has
remained relatively the same over the past few years. The last major development
was of the subject property.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 28
<PAGE>

                              ====================
                                NEIGHBORHOOD MAP
                              ====================

                               [GRAPHICS OMITTED]

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


(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 29
<PAGE>

                                                                   SITE ANALYSIS
================================================================================

LOCATION:                           110-128 Dupree Avenue/SR-76 By-pass;
                                    Southeast corner of Dupree
                                    Avenue/SR-76 Bypass and East Main
                                    Street/US-70

SIZE:

      ACRES:                        11.433
      SQUARE FEET (SF):             498,017 SF
      SOURCE:                       Proposed metes & bounds description

      COMMENTS:                     The above size is based on a proposed
                                    metes & bounds description based on the
                                    site plans and legal description
                                    provided by the developer/owners. The
                                    appraisers were instructed not to value
                                    the EXCESS VACANT SOUTHERN PORTION OF
                                    LAND. However, the appraisers were not
                                    provided a metes and bounds description.
                                    Therefore, the appraisers have estimated
                                    a size utilizing a software program
                                    designed for surveys. The company is
                                    Apex Software in Austin, Texas. The
                                    proposed survey and site description is
                                    included within this section of the
                                    report with two drainage basis along
                                    Dupree Avenue.

SHAPE:                              Semi-rectangular; Improvements are
                                    situated parallel to Dupree
                                    Avenue/SR-76 By-pass providing excellent
                                    visibility for the retail tenants.

FRONTAGE:
    DUPREE AVE./SR-76 BYPASS:       329.51'

    EAST MAIN STREET/US-70:         276'

STREET IMPROVEMENTS:
    DUPREE AVENUE/SR-76 BYPASS:
      Street Type:                  Primary neighborhood artery
      Traffic Direction:            North - south
      Quality; Condition:           Asphalt bar-ditches; average
      Number of Lanes:              Four; with one turn lane, bi-directional
      Driveway Cuts:                One on Dupree Avenue/SR-76 Bypass
      General Traffic Patterns:     Moderate

    EAST MAIN STREET/US-70:
      Street Type:                  Primary neighborhood artery
      Traffic Direction:            East - west
      Quality; Condition:           Asphalt bar-ditches; average
      Number of Lanes:              Four; with one turn lane, bi-directional
      Driveway Cuts:                Two on East Main Street/US-70
      General Traffic Patterns:     Moderate

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


(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 30
<PAGE>

                                                          SITE ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

VISIBILITY:                         Good, for stores fronting Dupree
                                    Avenue/SR-76 Bypass.

INGRESS/EGRESS:                     Good.  One curb cut on Dupree
                                    Avenue/SR-76 Bypass and two side
                                    entrance to the northside. No limiting
                                    factors noted.

TOPOGRAPHY:                         Level. Frontage slightly above street
                                    grade level.

SUBSOIL CONDITIONS & DRAINAGE:      The appraisers are not aware of an
                                    engineering study made to determine the
                                    subsoil conditions. Upon inspection of
                                    the subject and surrounding
                                    improvements, conditions appear adequate
                                    to support the subject structure.
                                    Drainage appears to be adequate.

FLOOD PLAIN:                        No
      FEMA MAP #:                   470087 0015 C
      EFFECTIVE DATE:               03/04/88

NUISANCES & HAZARDS:
ENVIRONMENTAL:                      Based on our site inspection, the
                                    appraisers did not observe any hazardous
                                    materials on the subject site. In August
                                    of 1990 a Phase I Environmental Site
                                    Assessment was conducted by United
                                    States Testing Company, Inc. of Memphis,
                                    Tennessee. They have determined that no
                                    environmental problems exist on the
                                    subject property. However, the
                                    appraisers are not qualified to detect
                                    such substances and would recommend an
                                    environmental audit be performed by an
                                    expert in this field to determine the
                                    possible existence of any potentially
                                    hazardous substances. No responsibility
                                    is assumed by the appraisers for any
                                    such conditions and the value estimate
                                    contained in this report is predicated
                                    on the assumption that there are no such
                                    hazardous materials existing on the
                                    site.

     GENERAL:                       No other nuisances or potential hazards
                                    were noted.

EASEMENTS:                          Neither the survey nor the on-site
                                    inspection of the property indicated any
                                    unusual or detrimental easements other
                                    than typical utility easements.

UTILITIES & SERVICES:               All typical public utilities including
                                    sewer, water, gas, electric and
                                    telephone are available and in use at
                                    the site. Capacity is considered
                                    adequate for any potential feasible
                                    development of the site.

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


(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 31
<PAGE>

                                                          SITE ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

SURROUNDING LAND USES:              The subject tract is surrounded on the east
                                    and south by vacant farm land. The vacant
                                    land to the south is owned by the subject
                                    property's developer for future expansion of
                                    the center, but is not a part of this
                                    appraisal report. A separately owned, Exxon
                                    Station, outlot is located in the northwest
                                    corner of the subject property and has
                                    frontage along Dupree Avenue/SR-76 Bypass
                                    and East Main Street/US-70. To the north of
                                    the subject property across East Main
                                    Street/US-70 are some vacant residential
                                    tracts. Directly across Dupree Avenue/SR-76
                                    Bypass to the west from the subject site is
                                    a commercial property.

      CONCLUSION: The subject site is compatible with surrounding parcels both
in physical features and use. Additionally, it is functionally adequate for the
existing improvements and development of any potential feasible development
consistent with surrounding land uses. There is no evidence of any negative site
factors that would hamper the existing use, value, or marketability of the
subject site.

      The reader is directed to the site analysis exhibits provided on the
following pages.

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


(C)1997 Hubber & Lamb Appraisal Group, Inc.                              Page 32
<PAGE>

                               ===================
                                 AS-BUILT SURVEY
                               ===================

                               [GRAPHICS OMITTED]

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


(C) 1997 Hubber & Lamb Appraisal Group, Inc.                             Page 33
<PAGE>

                               ===================
                                 PROPOSED SURVEY
                               ===================

                               [GRAPHICS OMITTED]

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


(C) 1997 Hubber & Lamb Appraisal Group, Inc.                             Page 34
<PAGE>

                              ====================
                                SITE DESCRIPTION
                              ====================

================================================================================

   Beginning at a point of the Lot described by Metes and Bounds as follows:

TRACT 1:
   THENCE North 01 degrees;54'00" East, a distance of 450 ft.;
                   
   THENCE North 08 degrees;50'00" West, a distance of 150.37 ft.;
                   
   THENCE North 06 degrees;38'59" East, a distance of 179.14 ft.;
                   
   THENCE North 76 degrees;46'39" East, a distance of 13.64 ft.;
                   
   THENCE South 86 degrees;01'06" East, a distance of 141.31 ft.;
                   
   THENCE North 03 degrees;58'54" East, a distance of 180.79 ft.;
                   
   THENCE North 85 degrees;49'22" East, a distance of 242 ft.;
                   
   THENCE South 03 degrees;58'54" West, a distance of 178 ft.;
                   
   THENCE South 86 degrees;01'06" East, a distance of 151.20 ft.;
                   
   THENCE North 03 degrees;58'54" East, a distance of 202.24 ft.;
                   
   THENCE North 84 degrees;52'20" East, a distance of 34 ft.;
                   
   THENCE South 03 degrees;58'54" West, a distance of 1029 ft.;
                   
   THENCE North 85 degrees;29'32" West, a distance of 537.32 ft.;
                  
    Said tract containing 11.4329 acres (498016.74 sqft.) of land, more or
    less

================================================================================

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


(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 35
<PAGE>

                                ================
                                  TAX PLAT MAP
                                ================

                               [GRAPHICS OMITTED]

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


(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 36
<PAGE>

                               ===================
                                 FLOOD PLAIN MAP
                               ===================

                               [GRAPHICS OMITTED]

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


(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 37
<PAGE>

                                                     DESCRIPTION OF IMPROVEMENTS
================================================================================

      The data and analysis included in this report section describes the
building and improvement data relevant to the appraisal problem. Sources of the
data are identified and information not available to the appraiser is noted
where necessary. The data presented is analyzed based upon the functional
utility and physical condition relative to their influence on the value
conclusion of this assignment.

PROPERTY TYPE AND CHARACTER

PROPERTY TYPE:                  Neighborhood shopping center

BUILDING AGE:
     Year Built:                 1989
     Actual Age:                 8 years
     Total Economic Life:        50 years(*)
     Effective Age:              8 years(*)
     Remaining Economic Life:    42 years(*)
     * See Condition Analysis to follow

NO. OF STORIES:                  1

SIZE:
     Gross Building Area (GBA):  77,752 SF
     Net Rentable Area (NRA):    76,762 SF
     Source:                     Rent roll and tax records
     Floor-to-Area Ratio:        0.16:1

TYPICAL SMALL SHOP BAY DEPTH:    60' to 100'

TYPICAL SMALL SHOP BAY WIDTH:    15' to 60'

ANCHOR SPACE:
    Tenants:                     Wal-Mart
    Total Size:                  54,962 SF
    % Anchor:                    71.60%

      COMMENT: The subject anchor space is specifically designed for the anchor
tenant. However, the open "big box" space is easily adaptable to other tenants.
A loading dock is located in the rear of this space.

TENANCY:
     No. of Tenants:             9
     Type Occupancy:             Multi-tenant
     Current Physical Occupancy: 98%

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 38
<PAGE>

                                            DESCRIPTION OF IMPROVEMENTS, CONT'D.
- --------------------------------------------------------------------------------

GENERAL CONSTRUCTION COMPONENTS

DATA SOURCES:
     Building Plans Provided:     Plans and specifications were not made
                                  available to the appraisers.

     Other:                       Property inspection by the appraisers,
                                  discussions with representatives of the
                                  property owner and information available
                                  from the Tax Assessor's office.

FOUNDATION:                       Concrete slab

STRUCTURAL SYSTEM:                Concrete black

ROOF SYSTEM:                      Built-up composition cover over metal
                                  rib decking on steel-bar joists

EXTERIOR WALLS:                   The exterior walls are brick on store
                                  fronts and painted concrete block on
                                  sides and rear.

EXTERIOR DOORS:                   Storefront glass in aluminum frame

EXTERIOR WINDOWS:                 Glass in aluminum frame

ELECTRICAL:                       Electrical fixtures and systems were
                                  noted to be in average quality.  Average
                                  commercial service. Assumed to comply
                                  with all governing codes and good
                                  industry standard practice.

H.V.A.C.:                         Each lease space has an electric package
                                  heating and cooling units. Ground level.

PLUMBING:                         Each lease space has a men's and women's
                                  restroom. All restaurants have special
                                  plumbing for sinks and restrooms.

      COMMENTS: The subject improvements are composed of two separate buildings.
These two buildings are separated by 115' tract of land set aside for a future
expansion of the Wal-Mart space of approximately 20,000 SF of building area. The
front of this space is covered by concrete block decorative wall.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 39
<PAGE>

                                            DESCRIPTION OF IMPROVEMENTS, CONT'D.
- --------------------------------------------------------------------------------

SITE IMPROVEMENTS

SIGNAGE:                          One lighted sign on Dupree Avenue/SR-76
                                  Bypass

PARKING AREA:                     Asphalt paved with adequate parking spaces;
                                  average condition. Heavy duty concrete in the
                                  rear of the center for truck loading area.

     NO. OF SPACES:               529
     NO./1,000 SF OF GBA:         6.89/1,000 SF

FENCING:                          None

CONCRETE WALKS:                   Concrete along retail area

CONDITION/QUALITY

CONSTRUCTION QUALITY:             Average and typical of the local market

CONDITION OF IMPROVEMENTS:        Average to good given actual age

RECENT SIGNIFICANT
CAPITAL EXPENDITURES:             None

EFFECTIVE AGE ANALYSIS

      The improvements actual age is 8 years. This is not unusual in this
neighborhood. The typical economic life for similar structures is 50 years. The
condition, quality of construction and effective maintenance program by the
current owner has maintained the economic life of the property. Based on the
condition/quality analysis presented, a 42 year remaining economic life is
considered reasonable before significant capital expenditures would be required
to extend the economic life. This yields an estimated 8 year effective age.

FUNCTIONAL UTILITY ANALYSIS

      The overall property is considered to have average functional utility
based upon the property type and use. The straight line shape of the center
parallel to the highway is considered to be a functional shape with good
visibility from the road. The local space bay depths are considered to be
optimal for the market.

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 40
<PAGE>

                                  =============
                                    SITE PLAN
                                  =============

                               [GRAPHICS OMITTED]

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 41
<PAGE>

                                                 PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================

                               [GRAPHICS OMITTED]

            Front view of the subject on Dupree Avenue/SR-76 Bypass.

                               [GRAPHICS OMITTED]

            Front view of the subject on Dupree Avenue/SR-76 Bypass.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 42
<PAGE>

                                        PHOTOGRAPHS OF SUBJECT PROPERTY, CONT'D.
- --------------------------------------------------------------------------------

                               [GRAPHICS OMITTED]

       View of East Main Street/US-70 looking north with subject on right.

                               [GRAPHICS OMITTED]

                          View of the rear of the site.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 43
<PAGE>

                                                         SUBJECT PROPERTY ZONING
================================================================================

SUBJECT ZONING DATA SUMMARY

SUBJECT ZONING DESIGNATION:      GC - General Commercial District

ZONING AUTHORITY:                City of Brownsville & Haywood County

PURPOSE OF ZONING DISTRICT:      These districts are designed to provided
                                 adequate space in appropriate locations for
                                 the establishment of a wide variety of uses
                                 including commercial trade and service uses,
                                 entertainment facilities, offices and
                                 establishments engaged in wholesale trade.
                                 Since these activities tend to generate
                                 relatively large volumes of traffic and have
                                 other characteristics detrimental to
                                 residential districts, their locations should
                                 be removed from the proximity of residential
                                 district as much as possible.

PERMITTED USES:                  These  districts  provide  for  residential,
                                 governmental  uses,  institutional,
                                 community facilities and utilities necessary
                                 to serve these districts or which are
                                 required for general community welfare,
                                 automotive parking, retial and commercial,
                                 medical service, general office uses and
                                 general personal service uses.

REGULATIONS

MINIMUM FRONT YARD:              50'
    SIDE YARD:                   50' when adjoining residential; 10' for all
                                 others
    REAR YARD:                   50' when adjoining residential; 30' for all
                                 others
    MAXIMUM FLOOR AREA RATIO:    None
    MAXIMUM HEIGHT:              35 foot maximum front wall

LANDSCAPING:                     The first 10 feet of any required yard
                                 adjacent to a street shall be devoted to
                                 devoted to landscaping. All other required
                                 yard areas not occupied by sidewalks and
                                 driveways shall also be devoted to
                                 landscaping.

IMPROVEMENTS CONFORMITY:         Improvements appear to conform to the zoning
                                 regulations.

OTHER PRIVATE, PUBLIC OR LEGAL RESTRICTIONS

DEED RESTRICTIONS:               None known to the appraisers

PUBLIC RESTRICTIONS:             None known to the appraisers

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 44
<PAGE>

                                                SUBJECT PROPERTY ZONING, CONT'D.
- --------------------------------------------------------------------------------

      The reader's attention is directed to the zoning map exhibit presented on
the following page.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 45
<PAGE>

                               ==================
                                   ZONING MAP
                               ==================

                               [GRAPHICS OMITTED]

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 46
<PAGE>

                                                            HIGHEST AND BEST USE
================================================================================

INTRODUCTION

      In highest and best use analysis, an appraiser identifies the most
profitable, competitive use to which a property can be utilized. Highest and
best use may be defined as:

      The reasonably probable and legal use of vacant land or an improved
      property, which is physically possible, appropriately supported,
      financially feasible, and that results in the highest value.(1)

      Proper analysis includes consideration of the highest and best use of a
given property 1) as if vacant, and 2) as improved. The purpose of determining
the highest and best use of land as though vacant is to identify a site's
potential use, which governs its value. The purpose of determining the highest
and best use of property as improved is to identify the use that is expected to
produce the greatest overall return on the capital invested, and to assist the
appraiser in the selection of comparable properties.

      A property's highest and best use must be 1) physically possible, 2)
legally permissible, 3) financially feasible, and 4) maximally productive. These
criteria will be considered sequentially and conditionally in this section of
the appraisal report.

      The highest and best use analysis and conclusions form the foundation for
the application of the three approaches to value and the reconciliation and
final value estimate. The data presented in the previous sections of this report
is analyzed and used as support for establishing the opinion of highest and best
use. Therefore, only the more distinctive characteristics from each section that
have substantial impact on the highest and best use are analyzed. The reader is
referred to the previous sections for the detailed data.

HIGHEST AND BEST USE AS VACANT

      The initial step in analyzing the highest and best use of the appraised
property is to consider the land as if vacant. Highest and best use of land or a
site as vacant assumes that a parcel of land is vacant or can be made vacant by
demolishing any improvements.

1.    PHYSICALLY POSSIBLE

      The size, shape, location, topography, and surrounding land use pattern of
a parcel of land affects its physical utility and adaptability. These and other
physical characteristics are considered in analyzing the physical capabilities
of the site and most probable uses.

      REPORT SECTION REFERENCE: Site Analysis and Neighborhood Analysis

- ----------
      (1) THE APPRAISAL OF REAL ESTATE, NINTH EDITION, (CHICAGO: AMERICAN
INSTITUTE OF REAL ESTATE APPRAISERS, 1987), P. 269.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 47
<PAGE>

                                                   HIGHEST AND BEST USE, CONT'D.
- --------------------------------------------------------------------------------

      GENERAL SITE FEATURES:

        Physical Characteristics:     The semi-rectangular shape, average
                                      frontage, level topography, soil
                                      conditions and 11.433 acre size are
                                      functional for almost any type of
                                      development consistent with neighborhood
                                      trends. No unusual site development
                                      costs would be required.

        Utilities & Services:         All public utilities are available to
                                      the site in adequate supply and capacity
                                      to permit development of any probable
                                      use of the site. The site fronts on a
                                      public street that is in good condition.

        Functional Utility:           Considering the general site features,
                                      the functional utility and physical
                                      adaptability of the subject site is
                                      considered average and will allow most
                                      any typical development prevalent in the
                                      area.

      SURROUNDING LAND USES:          The subject tract is surrounded on the
                                      east and south by vacant farm land. The
                                      vacant land to the south is owned by the
                                      subject property's developer for future
                                      expansion of the center, but is not a
                                      part of this appraisal report. A
                                      separately owned, Exxon Station, outlot
                                      is located in the northwest corner of
                                      the subject property and has frontage
                                      along Dupree Avenue/SR-76 Bypass and
                                      East Main Street/US-70. To the north of
                                      the subject property across East Main
                                      Street/US-70 are some vacant residential
                                      tracts. Directly across Dupree
                                      Avenue/SR-76 Bypass to the west from the
                                      subject site is a commercial property.

      LIMITING FACTORS:               No limiting physical factors noted

      PHYSICALLY POSSIBLE CONCLUSION: The physical characteristics of the site
and available utilities and services are adequate for a variety of uses and do
not significantly limit the potential development of the site except to the
density which would be allowed under the current zoning.

2.    LEGALLY PERMISSIBLE USES

      The analysis of legally permissible uses of the property includes
consideration of zoning ordinances, private and deed restrictions, historic
district controls and environmental regulations.

      REPORT SECTION REFERENCE:       Zoning Analysis

      ZONING DESIGNATION:             GC - General Commercial District

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 48
<PAGE>

                                                   HIGHEST AND BEST USE, CONT'D.
- --------------------------------------------------------------------------------

      PERMITTED USES:                   These districts provide for residential,
                                        governmental uses, institutional,
                                        community facilities and utilities
                                        necessary to serve these districts or
                                        which are required for general community
                                        welfare, automotive parking, retial and
                                        commercial, medical service, general
                                        office uses and general personal service
                                        uses. See Zoning Analysis for more
                                        information.

      DEED RESTRICTIONS:                None known to the appraisers

      PUBLIC RESTRICTIONS:              No public restrictions are known.

      POSSIBILITY OF
         ZONING CHANGE:                 None known to the appraisers

      LEGALLY PERMISSIBLE USES CONCLUSIONS: Based upon the factors analyzed
and the legally permissible uses for the subject, the best uses appear to be
retail services.

3.    FINANCIALLY FEASIBLE

      In determining which uses are physically possible and legally permissible,
an appraiser eliminates some uses from consideration. Then the uses that meet
the first two criteria are analyzed further to determine which are likely to
produce an income, or return, equal to or greater than the amount required to
satisfy operating expenses, financial obligations and capital amortization. All
uses that are expected to produce a positive return are regarded as financially
feasible.

      MOST PROBABLE USES:              Based upon the analysis of physically
                                       possible uses and legally permissible
                                       uses, the best and most probable uses
                                       are limited to the highest density of
                                       retail space physically possible.

      FEASIBILITY:                     All of the most probable uses listed
                                       above are considered financially
                                       feasible based upon land values in the
                                       immediate area.

         Income:                       The use with the highest potential net
                                       operating income is retail sales,
                                       particularly a shopping center complex.

         Occupancies:                  Overall occupancy for retail shop space
                                       in Brownsville is estimated to be near
                                       98.8%. This is considered sufficient to
                                       justify new construction.

      FEASIBILITY CONCLUSION: The analysis of potential income and return on
investment as well as demand (occupancy) indicates that retail services with a
low percentage of office space would yield the highest return.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 49
<PAGE>

                                                   HIGHEST AND BEST USE, CONT'D.
- --------------------------------------------------------------------------------

4.    MAXIMALLY PRODUCTIVE

      A comparison of the financially feasible uses indicates that retail
services with low office percentage would yield the highest return to the land.

HIGHEST AND BEST USE
 AS IF VACANT STATEMENT:               The highest and best use of the subject
                                       site assuming it is vacant is
                                       development of a neighborhood shopping
                                       center.

HIGHEST AND BEST USE AS IMPROVED

      The preceding analysis of the site as vacant is also relevant to the
highest and best use of the subject property, as improved. If the existing
improvements are the same as those indicated for the highest and best use as
vacant, the four tests for highest and best use do not have to be applied here
because the conclusions reached in testing for the highest and best use of the
site as though vacant are applicable to the analysis as improved.

CONFORMANCE TO HIGHEST AND BEST
 USE AS VACANT:                        The existing improvements of the subject
                                       property generally conform to the
                                       highest and best use as vacant.

POSSIBLE DEMOLITION, RENOVATION OR
 CONVERSION IN USE:                    A comparison of the land value estimate
                                       and the value estimate of the property
                                       as improved in the forthcoming valuation
                                       section indicates that the improvements
                                       contribute significant value to the
                                       property. Therefore, demolition is not
                                       justified. An economic analysis shows
                                       remodeling, renovation or conversion of
                                       the subject to another use is not
                                       economically justified.

HIGHEST & BEST USE
 AS IMPROVED STATEMENT:                The highest and best use as improved is
                                       continued use as a neighborhood shopping
                                       center development.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 50
<PAGE>

                                                        REAL ESTATE TAX ANALYSIS
================================================================================

TAXING AUTHORITIES:                    The City of Brownsville & Haywood
                                       County. The local government tax rate
                                       represents all local municipal tax
                                       charges. School Districts or other
                                       special districts as a separate taxing
                                       authority do not exist. All municipal
                                       funding from real estate taxes are under
                                       the tax rate charged in the two taxing
                                       districts.

REAL ESTATE TAX RATES

           TAX RATE'S YEAR:            1997
           TAX BILL DUE DATE:          Between October and February

ASSESSMENT RATIO

      The local government applies an assessment ratio to each property's tax
appraised value for the calculation of taxes. The assessment ratio applied is
determined by the property type as follows:

           RESIDENTIAL PROPERTY        25%
           COMMERCIAL PROPERTY         40%

SUBJECT REAL ESTATE TAX DATA

           REAL ESTATE TAX DISTRICT:   City of Brownsville & Haywood County
           REAL ESTATE TAX RATE:       $3.90 per $100 of Assessed Value
           ASSESSMENT RATIO:           40%
           TAX APPRAISED VALUE:        $2,076,700

TAX COMPARABLES

<TABLE>
<CAPTION>
=============================================================================================
                          APPRAISED      ASSESSED     TAX RATE     TAX       SIZE
   COMPARABLES              VALUE         VALUE        /$100     EXPENSE     (SF)    TAXES/SF
- ---------------------------------------------------------------------------------------------
<S>                       <C>            <C>           <C>       <C>        <C>        <C>  
BRADFORD SQUARE S/C       $1,881,300     $752,520      $3.90     $29,348    81,133     $0.36
- ---------------------------------------------------------------------------------------------

934 W. MAIN STREET          $256,300     $102,520      $3.90      $3,998    14,196     $0.28
- ---------------------------------------------------------------------------------------------

1362 N. WASHINGTON ST.      $349,900     $139,960      $3.90      $5,458    10,240     $0.53
- ---------------------------------------------------------------------------------------------

SUBJECT                   $2,076,700     $830,680      $3.90     $32,397    76,762     $0.42
=============================================================================================
</TABLE>

      Note: 1)    Building size is based on gross square feet gross square feet.
            2)    The assessed value is calculated based on a 40% assessment
                  ratio.

SUBJECT TAX EXPENSE ANALYSIS:          The subject property's tax bill falls in
                                       the middle of the range based on the
                                       comparison of tax expenses for each
                                       property. After consideration of the
                                       proposed valuation methodology used by
                                       the tax assessor it appears that the
                                       real estate tax

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 51
<PAGE>

                                               REAL ESTATE TAX ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

                                       expense projection is fair and reasonable
                                       for the subject property.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 52
<PAGE>

                                                             APPRAISAL PROCEDURE
================================================================================

INTRODUCTION

      The estimation of market value of a property that is being appraised is
accomplished by the comparison and analysis of as many techniques as are
appropriate. Three approaches are generally used to produce value indications.

COST APPROACH:                     This valuation technique is based on the
                                   premise that the value of a property can
                                   be indicated by the current cost to
                                   construct a reproduction or replacement
                                   of the improvements minus the amount of
                                   depreciation evident in the structures
                                   from all causes plus the value of the
                                   land and entrepreneurial profit. The
                                   Cost Approach is particularly useful for
                                   appraising new or nearly new
                                   improvements. Current costs for
                                   constructing improvements are derived
                                   from cost estimators, cost
                                   publications,  builders  or
                                   contractors. Depreciation is measured by
                                   market research and/or through the
                                   application  of specific mathematical
                                   procedures. Land value is estimated
                                   separately by direct sales comparison.

SALES COMPARISON APPROACH          This approach is most viable when an
                                   adequate number of properties of similar
                                   type have been sold recently or are
                                   currently offered for sale in the
                                   subject market. The application of this
                                   approach produces a value indication for
                                   a property  through  comparison  with
                                   similar properties, called comparable
                                   sales. The sale prices of properties
                                   judged to be most comparable tend to set
                                   a range in which the value indication
                                   for the subject falls.

INCOME CAPITALIZATION APPROACH:    This approach to value is applicable to
                                   properties capable of producing a net
                                   income stream. By using the income
                                   capitalization approach, the appraiser
                                   measures the present value of the future
                                   benefits of property ownership. Income
                                   streams and the value of property upon
                                   resale (reversion) are capitalized or
                                   converted into a present, lump-sum
                                   value. Research and analysis of data for
                                   this approach are conducted against a
                                   background of supply and demand
                                   relationships. This background provides
                                   information on trends and market
                                   anticipation that must be verified for
                                   data analysis.

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


(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 53
<PAGE>

                                                    APPRAISAL PROCEDURE, CONT'D.
- --------------------------------------------------------------------------------

RECONCILIATION OF APPROACHES:      The strengths and weaknesses of each
                                   approach used are weighed in the final
                                   analysis. The approach or approaches
                                   offering the greatest quantity and
                                   quality of supporting data are typically
                                   given most consideration and the final
                                   estimate of value is correlated.

APPROACHES UTILIZED
    IN THIS ASSIGNMENT:            The Cost, Sales Comparison and Income
                                   Capitalization Approaches to value have
                                   each been utilized in estimating the
                                   market value of the subject property as
                                   of the effective date of appraisal.

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


(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 54
<PAGE>

                                                                  LAND VALUATION
================================================================================

INTRODUCTION

      A reliable value indication for the subject parcel is provided by an
analysis and comparison of other comparable sites which have sold in the
marketplace. Many factors influence the price of land. The technique involved in
the value estimate of the land uses the principle of substitution as the basis
for analysis, and the methodology includes an analysis of what buyers in the
area have been paying for similar properties. Therefore, the value of the
subject site is derived from sales and listings of comparable properties in the
area. The comparable land sales included in this report are analyzed with
respect to market conditions (time), location, physical characteristics
(functional utility) and size.

      Dollar or percentage adjustments are made to the sale price of each
comparable. Positive adjustments are made for deficiencies in the comparable
property relative to the subject site. Negative adjustments are made for
superior characteristics of the sale relative to the subject. When sufficient
sales data is available, a "paired sales" analysis is utilized. This is a
procedure in which sales are compared in pairs to identify the effect of
specific differences on sale price. When such data is unavailable or
inconclusive, adjustments are made based on discussions with active market
participants (buyers, sellers, investors and developers), historical sales data,
or the appraiser's experience in valuing similar properties.

      The sales on the following pages are considered to have a reasonable
degree of comparability to the land being appraised. In formation pertaining to
these transactions has been verified by either the buyer, seller, broker, or
other sources considered reliable and having knowledge of the particular
transaction.

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


(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 55
<PAGE>

                                                         LAND VALUATION, CONT'D.
- --------------------------------------------------------------------------------

                                                      COMPARABLE LAND SALES DATA
- --------------------------------------------------------------------------------

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


(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 56
<PAGE>

                                                     LAND SALE COMPARABLE NO. 1:
- --------------------------------------------------------------------------------

PROPERTY DATA

 Location:   Hwy 76 Bypass south of SH-19, Brownsville, TN

 County:     Haywood

 Grantor:    Lyle Reid, etux

 Grantee:    MHR Properties, LLC

 Map(s):     074P-B

 Parcel(s):  002.06

 Sale Date:  03/01/96              Book/Page:   211  /  818

SITE DATA

 Size (Acres):  3.00

 Size (SF):     130,680

 Zoning:        Commercial

 Utilities:     All available to site

 Frontage:      Along Hwy 76 Bypass

 Shape:         Rectangular

 Topography:    Slightly Sloping

 Easements:     None detrimental

 Improvements:  None of value at sale date

 Intended Use:  Future Farmers Home Office

TRANSACTION DATA

 Consideration:   $25,000          Price/Acre:     $8,333

 Cash Equivalent: $25,000       Adj. Price/Ac:     $8,333

 Financing:       All cash to seller.

 Verified By:     Haywood County Assessor's Office

 COMP_CODE:       1287

COMMENTS: This tract of land is located on the eastside of Brownsville.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 57
<PAGE>

                                                     LAND SALE COMPARABLE NO. 2:
- --------------------------------------------------------------------------------

PROPERTY DATA

 Location:   1462 East Main Street, Brownsville, TN

 County:     Haywood

 Grantor:    Cherry M. Lea & Joe W. Lea, Jr., etal

 Grantee:    Thomas O. Lea, etux

 Map(s):     074

 Parcel(s):  021.01

 Sale Date:  12/01/94            Book/Page:      205  /   480

SITE DATA

 Size (Acres):   1.90

 Size (SF):      82,764

 Zoning:         Commercial

 Utilities:      All available

 Frontage:       Along East Main Street

 Shape:          Rectangular

 Topography:     Slightly Sloping

 Easements:      None detrimental

 Improvements:   None of value at sale date

 Intended Use:   Future Retail Store

TRANSACTION DATA

 Consideration:   $18,000            Price/Acre:     $9,474

 Cash Equivalent: $18,000         Adj. Price/Ac:     $9,474

 Financing:       All cash to seller.

 Verified By:     Haywood County Assessor's Office

 COMP_CODE:       1288

COMMENTS:         This tract of land is located on the eastside of Brownsville.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 58
<PAGE>

                                                     LAND SALE COMPARABLE NO. 3:
- --------------------------------------------------------------------------------

PROPERTY DATA

 Location:   E/s of Highway 76 Bypass, Brownsville, TN

 County:     Haywood

 Grantor:    Lyle Reid, etux

 Grantee:    Pedigo-Brownsville Properties, LP

 Map(s):     074P-B

 Parcel(s):  002.03

 Sale Date:  12/17/92                  Book/Page:     195  /  404

SITE DATA

 Size (Acres):   3.14

 Size (SF):      136,778

 Zoning:         Commercial

 Utilities:      All available

 Frontage:       Along Hwy 76 Bypass

 Shape:          Rectangular

 Topography:     Slightly Sloping

 Easements:      None detrimental

 Improvements:   None of value at sale date

 Intended Use:   Future Department of Human Services

TRANSACTION DATA

 Consideration:   $40,000                 Price/Acre:  $12,739

 Cash Equivalent: $40,000              Adj. Price/Ac:  $12,739

 Financing:       All cash to seller.

 Verified By:     Haywood County Assessor's Office

 COMP_CODE:       1289

COMMENTS:         This tract of land is located on the eastside of Brownsville.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 59
<PAGE>

                                                     LAND SALE COMPARABLE NO. 4:
- --------------------------------------------------------------------------------

PROPERTY DATA

 Location:   NWC of US-70 and Prospect Lane, Brownsville, TN

 County:     Haywood

 Grantor:    Timothy O. Morris

 Grantee:    Tennessee Seeds Brownsville

 Map(s):     075

 Parcel(s):  017.02

 Sale Date:  08/29/96             Book/Page:      214   /   360

SITE DATA

 Size (Acres):   32.67

 Size (SF):      1,423,105

 Zoning:         Commercial

 Utilities:      All available

 Frontage:       Along Hwy 76 Bypass & Prospect Lane

 Shape:          Rectangular

 Topography:     Slightly Sloping

 Easements:      None detrimental

 Improvements:   None of value at sale date

 Intended Use:   Future Retail/Warehouse

TRANSACTION DATA

 Consideration:     $138,000          Price/Acre:  $4,224

 Cash Equivalent:   $138,000       Adj. Price/Ac:  $4,224

 Financing:         All cash to seller.

 Verified By:       Haywood County Assessor's Office

 COMP_CODE:         1290

COMMENTS:           This tract of land is located on the southwest side of
                    Brownsville. This tract of land was purchased for a
                    retail sales location and warehouse.

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


(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 60
<PAGE>

                               ==================
                                 LAND SALES MAP
                               ==================

                               [GRAPHICS OMITTED]

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


(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 61
<PAGE>

                                         COST APPROACH - LAND VALUATION ANALYSIS
================================================================================

COMPARABLE LAND SALES SUMMARY

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

               SUBJECT    SALE #1       SALE #2        SALE #3      SALE #4
- --------------------------------------------------------------------------------

SALE DATE      CURRENT    03/01/96      12/01/94       12/17/92     08/29/96
- --------------------------------------------------------------------------------

SIZE/ACRES     11.43      3.00          1.90           3.14         32.67
- --------------------------------------------------------------------------------

ZONING         GC         COMMERCIAL    COMMERCIAL     COMMERCIAL   COMMERCIAL
- --------------------------------------------------------------------------------

SP/SF          N/A        $8,333        $9,474         $12,739      $4,224
- --------------------------------------------------------------------------------

INTRODUCTION

      A search for comparable land sales within the subject neighborhood and
competitive locales was conducted by the appraiser. The appraiser consulted with
local real estate agents knowledgeable of the subject market and researched
public records for pertinent information. The sales used herein represent the
most comparable data available at the time of the report. Adjustments to these
land prices for market financing, market conditions (time), location, physical
characteristics (functional utility) and size, as they relate to the subject
property, are made accordingly.

      Following is a discussion of the major factors which influence the value
of the subject site. It should be noted that financing, conditions of sale and
time adjustments are made first to each of the comparables in order to reflect
authentic and current pricing trends. The net percentage of the remaining
adjustments for location, physical characteristics (utility) and size is then
applied to the "time adjusted" sales price to reflect the indicated value of the
subject.

UNIT OF COMPARISON:    SP/SF; sales price per square foot
     Analysis:         Discussions with brokers and developers in the subject
                       market indicated that this is the basic unit of
                       comparison from which they make their acquisition
                       decisions for land similar to the subject.

FINANCING:             The transactions are either all cash transactions or are
                       considered to represent typical market financing and do
                       not require an adjustment for non-market financing. As
                       such, no adjustments are made for factors relating to
                       financing.

CONDITIONS OF SALE:    All of the comparable sales are considered to have
                       typical conditions of sale, therefore no adjustments
                       were made.

MARKET CONDITIONS:
   DESCRIPTION:        This adjustment, often referred to as the "time
                       adjustment", reflects the direction of change in the
                       market from the sale date of the comparable to the
                       valuation date of the subject property.

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


(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 62
<PAGE>

                                                LAND VALUATION ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

     ANALYSIS:          The adjustment to Sale No. 2 reflects inferior
                        market conditions at the time related to the local
                        economic recession. The adjustment to the listing
                        indicates the level at which offers to purchase
                        have been received.

LOCATION:
     DESCRIPTION:       Locational features include visibility, access and
                        proximity to other quality development.

     ANALYSIS:          All of the sales are located in a similar
                        neighboring community. Sale Nos. 1 and 3 are
                        adjusted for their weaker locations.  Sale No. 2 is
                        the most similar to the subject in location with no
                        adjustment is required.

PHYSICAL CHARACTERISTICS

           The analysis of physical attributes considers shape, frontage,
topography, zoning and the availability of public utilities. Only those
physical characteristics which impact the sales price of the comparable
relative to the subject will be addressed. The physical elements of the sales
as they relate to the subject are addressed as follows.

     SHAPE
        Description:    The shape of a site will determine its adaptability
                        to possible uses. Some configurations may restrict
                        structural design or limit the buildable/usable
                        area of the parcel. A site must have adequate depth
                        to accommodate the layout of the improvements, but
                        should not be excessive in relation to the parcel's
                        frontage and size.

        Analysis:       All of the comparable sales have a shape adequate
                        for their intended use. As such, no adjustments are
                        deemed appropriate for the comparables.

     FRONTAGE:
        Description:    The amount of street frontage is important to
                        commercial properties and, in particular, retail
                        properties.

        Analysis:       All of the comparable sales have a frontage
                        adequate for their intended use.  As such, no
                        adjustments are deemed appropriate for the
                        comparables.

     TOPOGRAPHY:
        Description:    The topography of a site can significantly impact
                        the costs of development. Consideration must be
                        given to the contour, grade and drainage of the
                        sale tracts in relation to the appraised property.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 63
<PAGE>

                                                LAND VALUATION ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

          Analysis:          The subject tract has a level topography. All of
                             the comparable sales were considered to have
                             similar topographical characteristics at the time
                             of sale. Thus, no adjustments for topography are
                             deemed necessary to the sales.

        ZONING:
          Description:       Zoning is often the most basic criteria in
                             selecting comparables. Sites zoned the same as the
                             subject property are the most appropriate
                             comparables. When sufficient sales in the same
                             zoning category are not available, data from
                             similar categories may be used after adjustments
                             have been made. These adjustments are based on the
                             allowable uses, permitted density and restrictions
                             within the ordinance in comparison to the subject.

          Analysis:          All of the sales utilized in this land valuation
                             have the same or comparable zoning designation as
                             the subject.  Thus, no adjustments for zoning are
                             deemed necessary to the sales.

       UTILITIES:
         Description:        The availability and proximity to public utilities
                             (water, sewer, electricity, gas and telephone) is
                             an important attribute to the development of any
                             property. This adjustment reflects the difference
                             in sales price caused by the distance and capacity
                             of utility services to the comparable sites and
                             also considers the cost of bringing utilities to
                             the tract.

         Analysis:           All utilities were available to the comparable
                             sites at the time of their sale, as they are to the
                             subject. No adjustment is made for factors
                             associated with utilities.

      SIZE:
         Description:        Most types of development have an optimal site
                             size. If a site is larger than optimal, the value
                             of the excess land tends to decline at an
                             accelerating rate. As a result, larger tracts of
                             land typically sell for less per unit of comparison
                             than smaller parcels, all other factors being
                             equal.

         Analysis:           The subject land contains 11.433 acres of land. The
                             comparable sales have land sizes ranging from 1.90
                             to 32.67 acres. The subject site is considered
                             larger than optimal and slight adjustments are made
                             for size.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 64
<PAGE>

                                                LAND VALUATION ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

      On the following page is an adjustment grid of the comparable sales
utilizing the adjustments noted in the previous analysis.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 65
<PAGE>

                      COMPARABLE LAND SALES ADJUSTMENT GRID

<TABLE>
<CAPTION>
                                SUBJECT                  SALE #1              SALE #2                SALE #3            SALE #4
<S>                        <C>                        <C>                  <C>                   <C>                 <C>   
                                                      ------------------------------------------------------------------------------
SALE PRICE                                                $8,333               $9,474                $12,739             $4,224
                                                      ------------------------------------------------------------------------------
ELEMENTS OF COMPARISON
                                                      ------------------------------------------------------------------------------
DATE OF SALE                                             03/01/96             12/01/94              12/17/92            08/29/96
                                                      ------------------------------------------------------------------------------
  COMPARISON                                             SIMILAR              SIMILAR                SIMILAR            SIMILAR
                                                      ------------------------------------------------------------------------------
  ADJUSTMENT                                                0%                   0%                    0%                  0%
                                                      ------------------------------------------------------------------------------
                                                      HWY 76 BYPASS         E. MAIN ST.           HWY 76 BYPASS         HWY 70 &
                                                                                                                        PROSPECT
                                                      ------------------------------------------------------------------------------
ADJUSTED PRICE                                            $8,333               $9,474                $12,739             $4,224
                           ---------------------------------------------------------------------------------------------------------
LOCATION                         GOOD                      GOOD                 GOOD                  GOOD              AVERAGE
                           ---------------------------------------------------------------------------------------------------------
  COMPARISON                                             SIMILAR              SIMILAR                SIMILAR            INFERIOR
                                                      ------------------------------------------------------------------------------
  ADJUSTMENT                                                0%                   0%                    0%                 45%
                           ---------------------------------------------------------------------------------------------------------
SHAPE                      SEMI-RECTANGULAR            RECTANGULAR          RECTANGULAR            RECTANGULAR        RECTANGULAR
                           ---------------------------------------------------------------------------------------------------------
  COMPARISON                                             SIMILAR              SIMILAR                SIMILAR            SIMILAR
                                                      ------------------------------------------------------------------------------
  ADJUSTMENT                                                0%                   0%                    0%                  0%
                           ---------------------------------------------------------------------------------------------------------
FRONTAGE                        AVERAGE                  AVERAGE              AVERAGE                AVERAGE            AVERAGE
                           ---------------------------------------------------------------------------------------------------------
  COMPARISON                                             SIMILAR              SIMILAR                SIMILAR            SIMILAR
                                                      ------------------------------------------------------------------------------
  ADJUSTMENT                                                0%                   0%                    0%                  0%
                           ---------------------------------------------------------------------------------------------------------
TOPOGRAPHY                       LEVEL               SLIGHTLY SLOPING     SLIGHTLY SLOPING      SLIGHTLY SLOPING    SLIGHTLY SLOPING
                           ---------------------------------------------------------------------------------------------------------
  COMPARISON                                             SIMILAR              SIMILAR                SIMILAR            SIMILAR
                                                      ------------------------------------------------------------------------------
  ADJUSTMENT                                                0%                   0%                    0%                  0%
                           ---------------------------------------------------------------------------------------------------------
ZONING                            GC                    COMMERCIAL           COMMERCIAL            COMMERCIAL          COMMERCIAL
                           ---------------------------------------------------------------------------------------------------------
  COMPARISON                                             SIMILAR              SIMILAR                SIMILAR            SIMILAR
                                                      ------------------------------------------------------------------------------
  ADJUSTMENT                                                0%                   0%                    0%                  0%
                           ---------------------------------------------------------------------------------------------------------
UTILITIES                    ALL AVAILABLE        ALL AVAILABLE TO SITE    ALL AVAILABLE          ALL AVAILABLE      ALL AVAILABLE
                           ---------------------------------------------------------------------------------------------------------
  COMPARISON                                             SIMILAR              SIMILAR                SIMILAR            SIMILAR
                                                      ------------------------------------------------------------------------------
  ADJUSTMENT                                                0%                   0%                    0%                  0%
                           ---------------------------------------------------------------------------------------------------------
SIZE/ACRES                       11.43                     3.00                 1.90                  3.14               32.67
                           ---------------------------------------------------------------------------------------------------------
  COMPARISON                                             SIMILAR              SIMILAR                SIMILAR            INFERIOR
                                                      ------------------------------------------------------------------------------
  ADJUSTMENT                                                0%                   0%                    0%                 45%
                           ---------------------------------------------------------------------------------------------------------
OTHER                             N/A
                           ---------------------------------------------------------------------------------------------------------
  COMPARISON                                             SIMILAR              SIMILAR                SIMILAR            SIMILAR
                                                      ------------------------------------------------------------------------------
  ADJUSTMENT                                                0%                   0%                    0%                  0%
                                                      ------------------------------------------------------------------------------
NET ADJUSTMENT                                              0%                   0%                    0%                  0%
                                                      ------------------------------------------------------------------------------
FINAL ADJUSTMENT SALE PRICE                               $8,333               $9,474                $12,739             $8,026
                                                      ------------------------------------------------------------------------------
</TABLE>

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


(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 66
<PAGE>

                                                LAND VALUATION ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

RECONCILIATION

      The sales prices ranged from 4,224 to 12,739 per square foot before the
adjustment process. The indicated value of the subject property ranged between
$8,026 and $12,739 per square foot after analysis. The adjusted value range is
considered very narrow and provides consistent and reliable data from which to
estimate the subject's land value. The most weight is placed on Sale Nos. 2 and
3 because of their location on Hillsboro Pike. In the final analysis, the
subject's land value was based on the low end of the range of sales due to the
site's excessive depth relative to its frontage and visibility.

      Based on this analysis, a value of $9,000/SF is considered highly
supportable. Thus, the market value of the fee simple interest in the subject
parcel as if vacant, contingent to the assumptions and limiting conditions
stated herein, as of August 14, 1997 is calculated below:

                               LAND VALUE ESTIMATE

                     Land Size                        11.43

                     (Acres)

                     Estimated Value/Acre            $9,000
                                                   --------
                     x

                     Estimated Value               $102,896

                     Rounded                       $103,000

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


(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 67
<PAGE>

                                                                   COST APPROACH
================================================================================

INTRODUCTION

      The principle of substitution is basic to the Cost Approach. The principle
affirms that no prudent investor would pay more for a property than the amount
for which the site can be acquired and for which improvements that have equal
desirability and utility can be constructed without undue delay. An indication
of value may be produced by adding the depreciated value of the improvements to
the land value estimated by market (direct sales) comparison. The depreciated
value of the improvements is determined by first estimating the reproduction or
replacement cost new and subtracting depreciation from all causes, if any.

      In providing complete building cost estimates, an appraiser must consider
direct (hard) costs, and indirect (soft) costs. Both types of costs are
essential for a reliable reproduction or replacement cost estimate. In addition,
any entrepreneurial profit likely to be realized from the building project must
be estimated.

COST DATA

      SOURCE:                 Marshal Valuation Service Manual - calculator cost

      ABOUT THE SOURCE: This publication is a widely accepted cost data source
in the appraisal industry. The cost data presented in this manual are based on
years of valuation experience, thousands of appraisals and continual analysis of
the costs of new buildings. This publication has been recognized as an authority
in the appraisal field for over fifty years.

      COSTS INCLUDED IN SOURCE: The base calculator costs depicted in the
Marshal Valuation Service Manual include the following:

      1.    Architects's and engineer's fees;

      2.    Normal interest on only the building improvement funds during the
            period of construction and processing fee or service charge;

      3.    Sales taxes on materials;

      4.    Normal site preparation including finish, grading and excavation for
            foundation and backfill;

      5.    Utilities from structure to lot line figured for typical setback;

      6.    Contractor's overhead and profit including job supervision,
            workmen's compensation, fire and liability insurance, unemployment
            insurance, equipment, temporary facilities, security, etc.

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


(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 68
<PAGE>

                                                          COST APPROACH, CONT'D.
- --------------------------------------------------------------------------------

      COSTS NOT INCLUDED IN SOURCE: The base calculator costs depicted in the
Marshal Valuation Service Manual do not include the following:

      1.    Costs of buying or assembling land such as escrow fees, legal fees,
            property taxes, right of way costs, demolition, storm drains, or
            rough grading, are considered costs of doing business or land
            improvement costs.

      2.    Pilings or hillside foundations;

      3.    Interest or taxes on the land;

      4.    Feasibility studies, appraisal or consulting fees, etc.;

      5.    Discounts or bonuses paid for financing, project bond issues,
            development overhead or fixture and equipment purchases, etc.;

      6.    Yard improvements including signs, landscaping, paving, walls, yard
            lighting, pools or other recreation facilities;

      7.    Off site costs including roads, utilities, park fees, jurisdictional
            hook-up, tap, impact or entitlement fees and assessments, etc.;

      8.    Marketing costs to create first occupancy including model or
            advertising expenses, leasing or broker's commissions or temporary
            operation of property owners associations.

SUBJECT'S MARSHALL VALUATION COST DATA

      SUMMARY OF SUBJECT GENERAL BUILDING CHARACTERISTICS:
         Property Type:                Neighborhood shopping center
         Structure:                    Masonry
         No. of Stories:               1
         Gross Building Area:          77,752 SF

      CLASSIFICATION                   Class C Community Center
      TYPE (QUALITY)                   Average
      REGION/CLIMATE                   Central/Moderate
      PAGE REFERENCE                   Section 13, Page 28
      PAGE REFERENCE DATE              September 1995
      CURRENT MULTIPLIER PAGE          August 1997
      LOCAL MULTIPLIER PAGE DATE       July 1997
      COST METHOD                      Calculator; therefore, replacement cost

      The reader is directed to the base cost and adjustments presented on the
following page.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 69
<PAGE>

                                                          COST APPROACH, CONT'D.
- --------------------------------------------------------------------------------

MVS BASE COST & ADJUSTMENTS

================================================================================

 1 BASE SQUARE FOOT COST                                                  $46.08
- --------------------------------------------------------------------------------

 2     SQUARE FOOT REFINEMENTS
- --------------------------------------------------------------------------------

 3 Heating Cooling, ventilation                                           $ 0.00
- --------------------------------------------------------------------------------

 4 Elevator                                                               $ 0.00
- --------------------------------------------------------------------------------

 5 Miscellaneous                                                          $ 1.50
- --------------------------------------------------------------------------------

 6 Total SF Refinements                                                   $47.58
- --------------------------------------------------------------------------------

       HEIGHT & SIZE REFINEMENTS
- --------------------------------------------------------------------------------

 7 Number of Stories Multiplier                                             1.00
- --------------------------------------------------------------------------------

 8 Height per story multiplier                                              1.04
- --------------------------------------------------------------------------------

 9 Floor area-perimeter multiplier                                          0.81
- --------------------------------------------------------------------------------

10 Combined multipliers (7x8x9)                                             0.84
- --------------------------------------------------------------------------------

       FINAL CALCULATIONS
- --------------------------------------------------------------------------------

11 Refined SF Cost (Line 6x10)                                            $40.16
- --------------------------------------------------------------------------------

12 Current cost multiplier                                                  1.05
- --------------------------------------------------------------------------------

13 Local multiplier                                                         0.96
- --------------------------------------------------------------------------------

14 Final SF Cost (Line 11x12x13)                                          $40.48
================================================================================

SITE IMPROVEMENTS 
  & OTHER HARD COSTS:         Site improvement cost and other hard costs related
                              to the improvements must be added to the base
                              structural cost estimate. The reader is directed
                              to the Cost Summary exhibit at the end of this
                              report section for a summary of these costs.

INDIRECT COSTS:               Indirect costs not included in the Marshall
                              Valuation base costs include loan interest on
                              land, lease-up costs and professional fees.
                              Calculations for the loan interest on land and
                              lease-up costs are presented below.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 70
<PAGE>

                                                          COST APPROACH, CONT'D.
- --------------------------------------------------------------------------------

LAND LOAN INTEREST CALCULATIONS:

                                   LAND VALUE ESTIMATE                 $103,000
                                                                  
                                   CONSTRUCTION INTEREST RATE       X      9.00%
                                                                  
                                   CONSTRUCTION PERIOD (YEARS)      X      0.75
                                                                       --------
                                                                
                                     LAND INTEREST                  =    $6,953

LEASE-UP COST CALCULATIONS:

                                     COMMISSIONS

                                       Market Rent/SF                     $4.62
                                       
                                       Net Rentable Area (SF)       X    76,762
                                       
                                       Commissions %                X      6.00%
                                       
                                       Average years of leases      X      5.00
                                                                       --------
                                     
                                     COMMISSION COST, ROUNDED       =  $106,400

                                     PLUS: OTHER (MARKETING, ETC.)  +         0
                                                                       --------

                                     TOTAL LEASE-UP COSTS           =  $106,400

TOTAL REPLACEMENT COST NEW
  (IMPROVEMENTS, PROFIT & LAND):    $4,111,000

ANALYSIS OF DEPRECIATION

INTRODUCTION - ACCRUED DEPRECIATION

      Accrued depreciation is a loss in value from the reproduction or
replacement cost of improvements due to any cause as of the date of appraisal.
The value difference may emanate from physical deterioration, functional
obsolescence, external obsolescence, or any combination of these sources. A
description of each of these forms of depreciation as they apply to the
appraised property is detailed as follows:

PHYSICAL DETERIORATION

      Physical deterioration is the result of wear, tear and weathering. This
form of depreciation can be divided into two categories - curable and incurable.

PHYSICAL CURABLE:           
  Description:                Refers to items of deferred maintenance which are
                              in need of repair on the date of the appraisal in
                              order to restore occupancy or marketability.
                              Deferred maintenance includes minor refurbishing
                              of painted, tiled or carpeted surfaces. It also
                              includes deferred repairs of mechanical systems,

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 71
<PAGE>

                                                          COST APPROACH, CONT'D.
- --------------------------------------------------------------------------------

                              the building exterior roof cover and the parking
                              areas.

   Subject Analysis:          This is an 8-year old property; no deferred
                              maintenance.

PHYSICAL INCURABLE:
   Description:               Involves an estimate of deterioration that is not
                              practical or currently feasible to correct. It
                              pertains to structural elements that were not
                              listed in the physically curable category.
                              Generally, incurable physical deterioration is a
                              product of the aging of major structural
                              components such as the foundation, framing, walls,
                              plumbing, electrical, mechanical and roof systems.
                              In order to estimate the depreciation charged for
                              this category, the physical age-life method is
                              applied to the current reproduction or replacement
                              cost of the entire structure less the components
                              treated as curable.

   Subject Analysis:          The reader is directed to the Description of
                              Improvements Analysis for the analysis of
                              effective age and economic life. Employing the
                              physical age-life (straight line) method of
                              estimating physical incurable deterioration, the
                              calculations are made as follows:

                               PHYSICAL INCURABLE CALCULATIONS
                      
                                    Actual Age                                8
                                    Effective Age                             8
                                    Divide By Economic Life                  50
                                                                     ----------
                                    Incurable Physical %                 16.00%
                                    Remaining Economic Life                  42
                      
                               CALCULATIONS:
                      
                                    Replacement Cost New             $4,007,969
                                    Less Physical Curable                     0
                                                                     ----------
                                    Subtotal                         $4,007,969
                                    Incurable Physical %                    16%
                                                                     ----------
                                    Incurable Physical Estimate        $641,275
           
- --------------------------------------------------------------------------------


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 72
<PAGE>

                                                          COST APPROACH, CONT'D.
- --------------------------------------------------------------------------------

FUNCTIONAL OBSOLESCENCE

      This is the adverse effect on value resulting from defects in design. It
can also be caused by changes that, over time, have made some aspect of a
structure, material or design obsolete by current standards. Functional
obsolescence is generally attributable to deficiencies or superadequacies
inherent in the improvements and the defect may be curable or incurable.

           FUNCTIONAL CURABLE
              Description:              To be curable, the cost of replacing the
                                        outmoded or unacceptable aspect must be
                                        at least offset by the anticipated
                                        increase in value. The measure of
                                        curable functional obsolescence is the
                                        cost to effect the cure.

              Subject Analysis:         The physical inspection of the subject
                                        indicated the  property  has  no
                                        functional  curable obsolescence.

           FUNCTIONAL INCURABLE
              Description:              Involves an estimate of obsolescence
                                        that is not practical or currently
                                        feasible to correct.  It pertains to
                                        structural elements that were not listed
                                        in the functional curable category.
                                        Capitalization of the net income loss is
                                        the commonly accepted approach  to  the
                                        measurement  of incurable functional
                                        obsolescence.

           Subject Analysis:            The inspection of the subject property
                                        and a review of the plans provided
                                        indicate that the two-story design of
                                        the subject improvements is functional.
                                        Therefore, no functional incurable
                                        obsolescence was noted in the subject
                                        property.

EXTERNAL OBSOLESCENCE

      External obsolescence, which is the result of the diminished utility of a
structure due to negative influences from outside the site, is always incurable.
It can be caused by a variety of factors - neighborhood decline, the property's
location in a community, or market conditions. Only the portion of the loss that
is applicable to the improvements is deducted from the current replacement cost
since the effect of external influences on land value is calculated in the land
valuation. In the absence of comparable sales subject to the same negative
influence, the best method of measuring external obsolescence is by
capitalization of the rent loss or discounting of the rent loss over the
affected time period.

           SUBJECT ANALYSIS:            The subject has average access and
                                        visibility, and conforms to
                                        surrounding development.  Market
                                        conditions have been historically
                                        weak; however, rents have begun to
                                        increase over the past 24

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 73
<PAGE>

                                                          COST APPROACH, CONT'D.
- --------------------------------------------------------------------------------

                                        months. However, it appears rents have
                                        not increased to a level to justify
                                        speculative development. Thus, the
                                        minimal external obsolescence is
                                        calculated in the following table.

EXTERNAL OBSOLESCENCE CALCULATIONS

       Total Replacement Cost New, Building And Land             $4,110,969

        Less: Physical Items                                       (641,275)

        Less: Functional Items                                            0
                                                                 ----------

       Depreciated RCN                                           $3,469,694
       --------------------------------------------------------------------

       Required NOI                  ($3,469,694 X 10.00% )        $346,969

        Less: Estimated NOI                                        (324,972)

       NOI Loss Due To External Obsolescence                        $21,998

         Less: NOI Attributable To Land             2.51%              (551)

       NOI Loss Attributable To Improvements                        $21,447

       Capitalized At:                                               10.00%

       External Obsolescence                                       $214,467

       External Obsolescence, Rounded                              $214,000

ACCRUED DEPRECIATION SUMMARY

                        PHYSICAL CURABLE                                 $0

                        PHYSICAL INCURABLE                         $641,275

                        FUNCTIONAL CURABLE                               $0

                        FUNCTIONAL INCURABLE                             $0

                        EXTERNAL                                   $214,000
                                                                 ----------

                        TOTAL ACCRUED DEPRECIATION                 $855,275

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 74
<PAGE>

COST APPROACH SUMMARY
================================================================================

DIRECT COSTS                                                   Marshall Valuati
                                                                 Cost Estimates
                                                               ----------------
Structural Improvements
- -----------------------
     Property Size   77,752 SF @    $40.48 /SF  =                    $3,147,381

Special Tenant lmprovements*
- ----------------------------
Wal-Mart Store       54,962 SF @     $0.00 /SF  =                            $0
Anchor                    0 SF @     $0.00 /SF  =                            $0
Anchor                    0 SF @     $0.00 /SF  =                            $0
Small Shop Allowan   21,800 SF @     $0.00 /SF  =                            $0

Site Improvements
- -----------------
Asphalt Paving      200,000 SF @     $1.50 /SF  =         $300,000
Fence                   115 LF @    $25.00 /LF  =            2,875
Signage & Lighting:                                          5,000
Landscaping:                                                10,000
Site Preparation                                            10,000
Traffic Light Installation:                                      0
Additional Fees & Permits                                    5,000
                                                          --------

                    Subtotal Site Improvements:                         332,875
                                                                     ----------

                    Total Direct Costs:                              $3,480,256

INDIRECT COSTS

                    Land Loan Interest:                     $6,953
                    Lease-Up Costs:                        106,400
                    Professional Fees:                      50,000
                                                          --------

                     Total Indirect Costs:                              163,353
                                                                     ----------

Total Direct and Indirect Costs:                                     $3,643,608

Entrepreneurial Profit as % of Direct/Indirect Costs, Rd.      10%      364,361
                                                                     ----------

Total Cost New of Improvements and Profit:                           $4,007,969

Less: Accrued Depreciation                                             (855,275)
                                                                     ----------

Depreciated Cost of Improvements:                                    $3,152,694

Plus: Estimated Land Value by Market Comparison:                        103,000
                                                                     ----------

Value Indicated by the Cost Approach:                                $3,255,694

                    STABILIZED VALUE ESTIMATE, ROUNDED               $3,260,000
                    Less: Lease-Up Costs to Stabilization                     0
                                                                     ----------
                    COST APPROACH AS IS VALUE ESTIMATE:              $3,260,000
<PAGE>                                                        

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


(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 75
<PAGE>

                                                       SALES COMPARISON APPROACH
================================================================================

INTRODUCTION

      The application of this approach produces an estimate of value by
comparing the subject with properties which recently sold or which are currently
offered for sale in the same or competing areas. This approach is most viable
when an adequate number of properties of similar type have been sold recently.
The sales comparison approach is essential to almost every appraisal of real
property.

      In applying the sales comparison approach, the appraiser must complete
      five steps:

      1.    Seeks out similar properties for which pertinent sales, listings,
            offerings, and/or rental data are available.

      2.    Ascertains the nature of the conditions of sale, including the
            price, terms, motivating forces, and its bona fide nature.

      3.    Analyzes each of the comparable properties' important attributes
            with the corresponding ones of the property being appraised, under
            the general divisions of conditions of sale, financing terms, market
            conditions (time), location, physical characteristics and income
            characteristics.

      4.    Considers the dissimilarities in the characteristics disclosed in
            Step 3, in terms of their probable effect on the sale price.

      5.    Formulates, in light of the comparison thus made, an opinion of the
            relative value of the subject property as a whole, or where
            appropriate, by applicable units, compared with each of the similar
            properties.

      After completing the necessary research, the property sales on the
following pages are considered the most comparable available transactions for
analysis and comparison with the subject.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 76
<PAGE>

                                              SALES COMPARISON APPROACH, CONT'D.
- --------------------------------------------------------------------------------

                                                  COMPARABLE IMPROVED SALES DATA
- --------------------------------------------------------------------------------

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 77
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 1:
- --------------------------------------------------------------------------------

PROJECT DATA

    COMP_CODE:  218

 Project Name:  Franklin Square Shopping Center

     Location:  7602 Franklin Avenue, Spartanburg, SC

       County:  Spartanburg

      Grantor:  Paine Webber Retail Properties

      Grantee:  Glimcher Properties Ltd. Partnership

PROPERTY DATA

  Net Rentable Area (SF):  195,912

               Land Size:  24.93 acres

     Land/Building Ratio:  5.5:1

              Year Built:  1987

               Occupancy:  97%

            Construction:  1-story masonry

               Condition:  Good

          Anchor Tenants:  Wal-Mart, Ingles, Baby Superstore & Goody's (85%)

  Date of Sale:  10/01/96            Book/Page:           64X  /  P502

  Map(s):        6-20-03

  Parcel(s):     90.1 & 90.2

TRANSACTION DATA

  Actual Consideration:  $9,380,038       Cash Equivalent:  $9,380,038

  Financing:             All cash to seller.

  First Mortgage:        $0

  Other Mortgages:       $0

  Total Mortgages:       $0               Actual Equity:   $9,380,038

  Verified By:           Grantee

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 78
<PAGE>

                                    RETAIL CENTER SALE COMPARABLE NO. 1, CONT'D.
- --------------------------------------------------------------------------------

OPERATING DATA:                               TOTAL $        PER SF     % OF GAI

   Gross Annual Income:                     $ 1,027,542      $ 5.24      100.00%

          Less Vacancy:                     ($   30,826)     ($0.16)     -3.00%
                                            -----------      ------      ------ 

Effective Gross Income:                     $   996,716      $ 5.08       97.00%

         Less Expenses:                     ($   59,459)     ($0.30)     -5.79%
                                            -----------      ------      ------ 

  Net Operating Income:                     $   937,257      $ 4.78       91.21%

          Debt Service:                     $         0      $ 0.00        0.00%
                                            -----------      ------      ------ 

             Cash Flow:                     $   937,257      $ 4.78       91.21%

UNITS OF COMPARISON                            ACTUAL
                                               
                          GIM:                     9.13
                                               
                Effective GIM:                     9.41
                                               
                 Overall Rate:                    9.99%
                                               
              Equity Dividend:                    9.99%
                                               
           Sales Price Per SF:                   $47.88
                                               
COMMENTS:    This community center was constructed in 1987 and an additional
             10,565 SF was added to the Wal-Mart space between 1991 and 1995.
             Local space totals 29,200 SF or 15% of the center. The center sold
             in 1995 for $9,000,000 or $48.56/SF based on 185,347 SF in place
             at the time. The appraisers only had access to the NOI. Therefore,
             the appraisers have estimated the gross income, vacancy, and
             expenses.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 79
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 2:
- --------------------------------------------------------------------------------

PROJECT DATA

     COMP_CODE:  219

  Project Name:  Pine Valley Shopping Center

      Location:  3600 South College Road, Wilmington, NC

        County:  New Hanover

       Grantor:  Prime Properties Ventures, LLC

       Grantee:  Pine Valley Commercial Center Number One

PROPERTY DATA

  Net Rentable Area (SF):  60,000

               Land Size:  5.38

     Land/Building Ratio:  3.9:1

              Year Built:  1990

               Occupancy:  100%

            Construction:  1-story masonry with stucco cover

               Condition:  Good

          Anchor Tenants:  Food Lion and Revco (71%)

Date of Sale:    04/28/96          Book/Page:       2024  /  927

Map(s):          N/A

Parcel(s):       N/A

TRANSACTION DATA

Actual Consideration:   $4,400,000             Cash Equivalent:  $4,400,000

Financing:              All cash to seller.

First Mortgage:         $0

Other Mortgages:        $0

Total Mortgages:        $0                     Actual Equity:    $4,400,000

Verified By:            Phil Krauss

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


(C)l997 Huber & Lamb Appraisal Group, Inc.                               Page 80
<PAGE>

                                    RETAIL CENTER SALE COMPARABLE NO. 2, CONT'D.
- --------------------------------------------------------------------------------

OPERATING DATA:                           TOTAL $        PER SF      % OF GAI
                                     
   Gross Annual Income:                  $ 478,952       $ 7.98       100.00%
                                     
          Less Vacancy:                  ($ 14,369)      ($0.24)      -3.00%
                                         ---------       ------       ------ 
                                     
Effective Gross Income:                  $ 464,583       $ 7.74        97.00%
                                     
         Less Expenses:                  ($ 24,583)      ($0.41)      -5.13%
                                         ---------       ------       ------ 
                                     
  Net Operating Income:                  $ 440,000       $ 7.33        91.87%
                                     
          Debt Service:                  $       0       $ 0.00         0.00%
                                         ---------       ------       ------ 
                                     
             Cash Flow:                  $ 440,000       $ 7.33        91.87%
                                     
UNITS OF COMPARISON                       ACTUAL
                                    
                  GIM:                        9.19
                                    
        Effective GIM:                        9.47
                                    
         Overall Rate:                      10.00%
                                    
      Equity Dividend:                      10.00%
                                    
   Sales Price Per SF:                      $73.33
                           
COMMENTS:     This neighborhood center is in a good location in a growth
              corridor south of Wilmington. The buyer indicated that
              approximately 85% of the cash flow was derived from a credit
              tenant base. The buyer also indicated that the center was
              purchased on a 10% overall capitalization rate. The appraisers
              only had access to the NOI. Therefore, the appraisers have
              estimated the gross income, vacancy and expenses.

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 81
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 3:
- --------------------------------------------------------------------------------

PROJECT DATA

     Comp_Code:  204

  Project Name:  North Nixson Marketplace Shopping Center

      Location:  Hixson Place and Camp Columbus Road, Chattanooga, TN

        County:  Hamilton

       Grantor:  North Nixson, LLC

       Grantee:  Amberjack, Ltd.

PROPERTY DATA

  Net Rentable Area (SF):  63,270

               Land Size:  9.24 acres

     Land/Building Ratio:  6.4:1

              Year Built:  1995

               Occupancy:  96%

            Construction:  1-story with split face block

               Condition:  Good

          Anchor Tenants:  Winn Dixie & Big "B" Drugs (83%)

Date of Sale:   03/15/96            Book/Page:             N  /  A

Map(s):         N/A

Parcel(s):      N/A

TRANSACTION DATA

  Actual Consideration:    $4,760,000               Cash Equivalent:  $4,760,000

  Financing:               All cash to seller.

  First Mortgage:          $0

  Other Mortgages:         $0

  Total Mortgages:         $0                       Actual Equity:    $4,760,000

  Verified By:             Dick Schmalz (205-871-23617)

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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 82
<PAGE>

                                    RETAIL CENTER SALE COMPARABLE NO. 3, CONT'D.
- --------------------------------------------------------------------------------

OPERATING DATA:                           TOTAL $          PER SF       % OF GAI

   Gross Annual Income:                  $ 623,083         $ 9.85        100.00%

          Less Vacancy:                  ($ 13,057)        ($0.21)       -2.10%
                                         ---------         ------        ------

Effective Gross Income:                  $ 610,026         $ 9.64         97.90%

         Less Expenses:                  ($127,697)        ($2.02)       -20.49%
                                         ---------         ------        ------

  Net Operating Income:                  $ 482,329         $ 7.62         77.41%

          Debt Service:                  $       0         $ 0.00          0.00%
                                         ---------         ------        ------

             Cash Flow:                  $ 482,329         $ 7.62         77.41%

UNITS OF COMPARISON                        Actual
                                           
                GIM:                          7.64
                                           
      Effective GIM:                          7.80
                                           
       Overall Rate:                        10.13%
                                           
    Equity Dividend:                        10.13%
                                           
 Sales Price Per SF:                        $75.23
                                  
COMMENTS:    This one-story neighborhood shopping center with split-face
             concrete block exterior walls and synthetic stucco on a steel stud
             canopy. Other tenants are Movie Gallery and Sally's Beauty Salon.
             Tenant expenses are CAM, taxes and insurance. At the time of sale,
             there were two vacant local shops containing 2,400 SF. Expense
             contributions included in potential gross income and local
             vacancy. The vacancy is based on 10% of local shop income plus
             expense contributions. The expenses are based on 4% management,
             excluding contributions, $1.59/SF for taxes, CAM and insurance
             plus $0.10/SF for reserves. The estimated expenses were consistent
             with Grantor's proforma. Average local shop space rent for leased
             space was $10.45/SF.

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


(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 83
<PAGE>

                                             RETAIL CENTER SALE COMPARABLE NO.4:
- --------------------------------------------------------------------------------

PROJECT DATA

    Comp_Code:  171

 Project Name:  Kimball Crossing

     Location:  NEC IH-24 and US-41/72/64/8, Kimball, TN

       County:  Marion

      Grantor:  Alford-Jasper TN, Ltd.

      Grantee:  Excell Realty Partners, LP

PROPERTY DATA

  Net Rentable Area (SF):  139,455

               Land Size:  21.148

     Land/Building Ratio:  6.53/1

              Year Built:  1987

               Occupancy:  Average

            Construction:  Concrete block and steel frame

               Condition:  95%

          Anchor Tenants:  Wal-Mart, Bi-Lo, Goody's (78% anchored)

Date of Sale:    11/08/95            Book/Page:           211  /  141

Map(s):          133

Parcel(s):      128.01

TRANSACTION DATA

 Actual Consideration:   $6,057,328        Cash Equivalent:      $6,057,328

 Financing:              All cash to seller; conventional financing from PNC
                         Bank, amount not provided

 First Mortgage:         $0

 Other Mortgages:        $0

 Total Mortgages:        $0                Actual Equity:         $6,057,328

 Verified By:            Fletcher Bright

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


(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 84
<PAGE>

                                    RETAIL CENTER SALE COMPARABLE NO. 4, CONT'D.
- --------------------------------------------------------------------------------

OPERATING DATA:                               TOTAL $       PER SF      % OF GAI

   Gross Annual Income:                     $ 688,200       $ 4.93       100.00%
                                          
          Less Vacancy:                     ($ 22,729)      ($0.16)      -3.30%
                                            ---------       ------       ------ 
                                          
Effective Gross Income:                     $ 665,471       $ 4.77        96.70%
                                          
         Less Expenses:                     ($ 54,197)      ($0.39)      -7.88%
                                            ---------       ------       ------ 
                                          
  Net Operating Income:                     $ 611,274       $ 4.38        88.82%
                                          
          Debt Service:                     $       0       $ 0.00         0.00%
                                            ---------       ------       ------ 
                                          
             Cash Flow:                     $ 611,274       $ 4.38        88.82%
                           
UNITS OF COMPARISON                           ACTUAL
                                             
                GIM:                             8.80
                                             
      Effective GIM:                             9.10
                                             
       Overall Rate:                           10.09%
                                             
    Equity Dividend:                           10.09%
                                             
 Sales Price Per SF:                           $43.44
                                
COMMENTS:   The property is located in a very small community along
            IH-24between Chattanooga and Mt. Eagle, Tennessee. However, the
            location serves a multi-county region extending to Mt. Eagle to
            the west, counties in Alabama to the south and Grundy County to
            the north. The Wal-Mart lease was initiated in 1987 for a 20 year
            term. Thus, the lease had 12 years remaining. Goody's lease was
            initiated in 1987 and will expire in 3.5 years. The Bi-Lo lease
            has 12 years remaining as well.  A substantial portion of the
            parking lot is in the 100 year floodplain, but all building
            improvements have been raised above flood elevation. The vacancy
            is calculated on 10% of local shops only because of the location.

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 85
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 5:
- --------------------------------------------------------------------------------

PROJECT DATA

     COMP_CODE:  210

  Project Name:  Market Place Shopping Center

      Location:  U.S. Highway 74, Shelby, NC

        County:  Cleveland

       Grantor:  ING and Bosch Properties

       Grantee:  Mid-America Capital

PROPERTY DATA

  Net Rentable Area (SF):  197,787

               Land Size:  23.27 acres

     Land/Building Ratio:  5:1

              Year Built:  1987

               Occupancy:  100%

            Construction:  1-story masonry

               Condition:  Good

          Anchor Tenants:  Wal-Mart, Bi-Lo, Goody's and Revco (85%)

Date of Sale:     05/14/96           Book/Page:           N / A

Map(s):           N/A

Parcel(s):        N/A

TRANSACTION DATA

  Actual Consideration:  $8,350,000           Cash Equivalent:  $8,350,000

  Financing:             All cash to seller.

  First Mortgage:        $0

  Other Mortgages:       $0

  Total Mortgages:       $0                   Actual Equity:    $8,350,000

  Verified By:           Grantee

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 86
<PAGE>

                                    RETAIL CENTER SALE COMPARABLE NO. 5, CONT'D.
- --------------------------------------------------------------------------------

OPERATING DATA:                             TOTAL $         PER SF      % OF GAI

   Gross Annual Income:                   $ 1,103,124       $ 5.58       100.00%
                                        
          Less Vacancy:                   ($   33,094)      ($0.17)      -3.00%
                                          -----------       ------       ------ 
                                        
Effective Gross Income:                   $ 1,070,030       $ 5.41        97.00%
                                        
         Less Expenses:                   ($  220,000)      ($1.11)      -19.94%
                                          -----------       ------       ------ 
                                        
  Net Operating Income:                   $   850,030       $ 4.30        77.06%
                                        
          Debt Service:                   $         0       $ 0.00         0.00%
                                          -----------       ------       ------ 
                                        
             Cash Flow:                   $   850,030       $ 4.30        77.06%
                                        
UNITS OF COMPARISON                          ACTUAL
                                             
GIM:                                             7.57
                                             
Effective GIM:                                   7.80
                                             
Overall Rate:                                  10.18%
                                             
Equity Dividend:                               10.18%
                                             
Sales Price Per SF:                            $42.22
                               
COMMENTS:   This property is located in a rural community and serves as the
            primary retail facility for a large trade area. The block building
            was completed in 1987 and renovated in 1994. Overall, the property
            has good market appeal. Occupancy was 100% at the time of sale,
            but the Grantee utilizes a 6% overall vacancy and collection loss
            rate when underwriting the deal. Anchor spaces comprise nearly 85%
            of the total center space. The center reportedly included one
            vacant out parcel, however, information regarding the Grantee's
            perceived value of the out parcel was not available.

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 87
<PAGE>

                            ========================
                              COMPARABLE SALES MAP
                            ========================

                               [GRAPHICS OMITTED]

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 88
<PAGE>

                                            SALES COMPARISON APPROACH - ANALYSIS
================================================================================

COMPARABLE IMPROVED SALES SUMMARY

<TABLE>
<CAPTION>
===================================================================================================
<S>               <C>         <C>           <C>           <C>             <C>          <C>
Sale No.          Subject     1             2             3               4            5
- ---------------------------------------------------------------------------------------------------

Name/Address                  Franklin                    North Nixson
                              Square        Pine Valley   Marketplace     Kimball
                              Shopping      Shopping      Shopping        Crossing     Market Place
                              Center,       Center,       Center,         Shopping     Shopping
                              Spartanburg,  Wilmington,   Chattanooga,    Center,      Center,
                              SC            NC            TN              Kimball, TN  Shelby, NC
- ---------------------------------------------------------------------------------------------------

Sale Date         Current     10/01/96      04/28/96      03/15/96        11/08/95     05/14/96
- ---------------------------------------------------------------------------------------------------

Year Built        1989        1987          1990          1995            1987         1987
- ---------------------------------------------------------------------------------------------------

Occupancy         98%         97%           100%          96%             95%          100%
- ---------------------------------------------------------------------------------------------------

Size(SF)          76,762      195,912       60,000        63,270          139,455      197,787
- ---------------------------------------------------------------------------------------------------

% Credit/Anchor   72%         85%           71%           83%             78%          85%
- ---------------------------------------------------------------------------------------------------

SP/SP             N/A         $47.88        $73.33        $75.23          $43.44       $42.22
- ---------------------------------------------------------------------------------------------------

NOI/SF            $423        $4.78         $7.33         $7.62           $4.38        $4.30
- ---------------------------------------------------------------------------------------------------

GIM               N/A         9.13          9.19          7.64            8.80         7.57
- ---------------------------------------------------------------------------------------------------

NOI/GPI           91.59%      91.21%        91.87%        77.41%          88.82%       77.06%
===================================================================================================
</TABLE>

Note: All transaction data in the chart reflects cash equivalency and/or
      other adjustments applied in the comparable sale summary sheets.

INTRODUCTION

      A search for comparable sales within the subject neighborhood and
competitive locales was conducted by the appraiser. The appraiser consulted with
local real estate agents knowledgeable of the subject market and researched
public records for pertinent information. The sales used herein represent the
most comparable data available at the time of the report.

COMPARISON OF IMPORTANT FACTORS AFFECTING SP/SF

      All property characteristics of the comparable sales and the subject
property have been analyzed by the appraisers. The following summarizes the
comparison of primary factors of the comparable sales affecting value as
compared to the subject.

SUBJECT:
      Primary Negative Factors:  None
      Primary Positive Factors:  None significant compared to most comparable
                                 sales

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(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 89
<PAGE>

                                   SALES COMPARISON APPROACH - ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

SALE NO.1 - FRANKLIN SQUARE SHOPPING CENTER, SPARTANBURG, SC:
     Inferior Factors
      Compared to Subject:        None
     Superior Factors
      Compared to Subject:        None
     Overall Comparison
      to Subject:                 Slightly superior before adjustment and
                                  similar after

SALE NO.2 - PINE VALLEY SHOPPING CENTER, WILMINGTON, NC:
     Inferior Factors
      Compared to Subject:        None
     Superior Factors
      Compared to Subject:        Superior market
     Overall Comparison
      to Subject:                 Superior before adjustment and similar after

SALE NO.3 - NORTH NIXSON MARKETPLACE SHOPPING CENTER, CHATTANOOGA, TN:
     Inferior Factors
      Compared to Subject:        None
     Superior Factors
      Compared to Subject:        Superior market; slightly newer center
     Overall Comparison
      to Subject:                 Superior before adjustment and similar after

SALE NO.4 - KIMBALL CROSSING SHOPPING CENTER, KIMBALL, TN:
     Inferior Factors
      Compared to Subject:        None
     Superior Factors
      Compared to Subject:        NOI/SF
     Overall Comparison
      to Subject:                 SlightLy superior before adjustment and
                                  similar after

      COMMENT: The sale date for this property is slightly older than desired;
however, the economic and physical characteristics of this sale are highly
similar to the subject. It is located within an hour of a metropolitan area
(Chattanooga) within a very small community near an interstate. The property has
a higher number of anchors (Wal Mart at 65,930 SF, Bi-Lo, and Goody's at 17,050
SF); however, the center is larger yielding a very similar percentage of anchor
space. In fact, Goody's only had 3.5 years remaining on their lease. Therefore,
excluding Goody's as an anchor based upon remaining term, the property's
percentage of anchor is only 65%.

      In addition, this property had an adjacent parcel available should Wal
Mart require a "relocation" to a supercenter style store. In fact, since the
sale date, the new owner has announced that they are developing a supercenter
Wal Mart on the adjacent site. This factor is also highly similar to the
subject, which has ample acreage located on an adjacent tract. While the actual
intent of Wal Mart is unknown, they have a well

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 90
<PAGE>

                                   SALES COMPARISON APPROACH - ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

established history of moving out of existing stores similar in size and age
as the subject and moving into a new supercenter store.

      Finally, the date of sale does not appear to be a significant factor when
compared to Sale Nos. 1 and 5, which also have Wal Mart as an anchor. These
sales occurred in mid to late 1996 and reflect highly similar sale prices per
square foot and overall rates. Thus, the use of this 1995 sale is justified.

SALE NO. 5 - MARKET PLACE SHOPPING CENTER, SHELBY, NC:
     Inferior Factors
      Compared to Subject:    None
     Superior Factors
      Compared to Subject:    None
     Overall Comparison
      to Subject:             Slightly superior before adjustment and
                              similar after

MOST COMPARABLE SALES:        Nos. 1, 4 and 5

      COMMENT: Sale Nos. 1, 4 and 5 have the most similar income, anchor and
risk characteristics as the subject. This is primarily related to the percent of
anchor space and the risk associated with the Wal Mart anchors. Sale No.3 has
Winn Dixie as an anchor tenant. Thus, the adjusted price per square foot range
of Sale Nos. 1, 4 and 5 are most comparable to the subject property and given
most weight.

      The appraisers acknowledge that a similarly aged Wal Mart and Food Lion
anchored shopping center sold in October 1996 in Ashland City, Tennessee.
However, after repeated attempts to confirm the sale from the buyer and seller,
the appraisers were not successful in confirming the sale. The known factors are
that the recorded price from the deed is $3,092,717 and is 93,304 SF. The
percentage of anchor is 71% with Wal Mart occupying 41,304 SF and Food Lion
25,000 SF. The sale price equates to $33.15/SF.

      The appraisers a very familiar with this shopping center, with the
exception of the income information. The center has suffered from high vacancies
in the local shop space because of a very poor location removed from the small
town of Ashland City. Ashland City is generally removed from interstate roads
resulting in the Wal Mart being an at risk location relative going dark.
Furthermore, several supercenter stores have been developed in the adjacent
counties to the north, east and west. The surrounding terrain is very hilly with
no expansion land available for Wal Mart. Considering all of these factors, the
relatively low sales price per square foot is reasonable for this sale, which is
substantially inferior to the subject.

SALE PRICE PER SQUARE FOOT METHOD

DESCRIPTION:                  The Price Per Square Foot indicator is a general
                              common denominator which encompasses all
                              influences without specifically identifying their
                              impact. It is most affected by location, size,
                              age/condition, and existing leases at above or

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 91
<PAGE>

                                   SALES COMPARISON APPROACH - ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

                              below market levels, if a rental property. This
                              indicator is derived by dividing the sales price
                              by the net rentable area.

NOI/SF ADJUSTMENT TECHNIQUE:  A wide range produced by this method indicates
                              that the comparable sales have varying
                              income-producing capabilities attributable to
                              differences in age, location, size and quality. In
                              order to adjust for these differences, a
                              multiplier is obtained by dividing the subject's
                              NOI/SF by the NOI/SF of each comparable sale. The
                              resulting multiplier is then applied to the sales
                              price/SF of each comparable resulting in an
                              indicated sale price/SF for the subject property.
                              The following grid displays this technique.

NOI/SF ADJUSTMENT ANALYSIS

SALE NO.       NOI/SF      SP/SF      MULTIPLIER     ADJ. SP/SF
- --------       ------      -----      ----------     ----------

 Subj.         $4.23       ----          ----           ----

   5           $4.30      $42.22        0.9845         $41.57

   4           $4.38      $43.44        0.9666         $41.99

   1           $4.78      $47.88        0.8857         $42.41

   2           $7.33      $73.33        0.5776         $42.36

   3           $7.62      $75.23        0.5556         $41.80

        Note: Above chart is sorted based on ascending NOI/SF's.

      COMMENTS/ANALYSIS: Additional subjective adjustments may be required based
on unquantifiable factors not recognized in the NOI/SF adjustment. Examples are
investment grade compared to owner occupancy, quality of tenants, conditions of
sale and other intangible factors. Sale Nos. 1, 4 and 5 are the most similar to
the subject in income producing ability, anchors, and location. Based on the
adjusted sale price per square foot of the previously identified most comparable
sales and considering the sale requiring the least adjustment the indicated
market value per square foot range for the subject property is $41.50 to $42.50.
The calculations are presented as follows. 

                           SP/SF METHOD CALCULATIONS

                                                   VALUE EST.,
               SIZE              SP/SF EST.          ROUNDED

           76,762    SF     x     $41.50     =     $3,190,000
           76,762    SF     x     $42.50     =     $3,260,000

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 92
<PAGE>

                                   SALES COMPARISON APPROACH - ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

GROSS INCOME MULTIPLIER METHOD

DESCRIPTION:                  The Gross Income Multiplier illustrates the
                              relationship between the sales price and the
                              revenue stream of a property. Investments are
                              often acquired on the basis of a multiple either
                              of their current or potential income flow. Because
                              this indicator is a good reflection of the motives
                              of purchasers, it is considered to be a realistic
                              assessment of market tendencies.

NOI/GROSS POTENTIAL INCOME
 RATIO COMPARISON OF GIM'S:   GIM's are typically influenced by the relationship
                              between the net operating income and gross
                              potential income as measured by the net operating
                              income to gross income ratio (NOI/GPI ratio). The
                              sales with the most similar NOI/GPI ratios are
                              typically considered to be the most comparable to
                              the appraised property all other factors being
                              equal. The following chart summarizes the
                              comparison of the GIM's to the comparable sales'
                              NOI/GPI ratio as well as comparing the NOI/GPI
                              ratio of the comparable sales to the subject's
                              NOI/GPI ratio.

                            NOI/GPI TO GIM COMPARISON

            Sale No.                  NOI/GPI %                    GIM
            --------                  ---------                    ---
                5                      77.06%                      7.57
                3                      77.41%                      7.64
                4                      88.82%                      8.80
              Subj.                    91.59%                      ----
                1                      91.21%                      9.13
                2                      91.87%                      9.19

            Note: Above chart is sorted based on ascending NOI/GPI's.

      COMMENT/ANALYSIS: Based on the comparison in the previous chart and
considering the general characteristics of the transactions as compared to the
subject previously discussed, the subject's GIM should be slightly above Sale
No.4 and at or slightly below Sale No.1 since these sales bracket the subject's
NOI/GPI%. Thus, the GIM range estimated for the subject is 8.80x to 9.10x after
considering the factors noted above. The calculations for this method are
presented below.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 93
<PAGE>

                                   SALES COMPARISON APPROACH - ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

                                GIM CALCULATIONS

                                              VALUE EST.,
          GROSS INC.        GIM EST.           ROUNDED

          $354,822      x     8.80     =     $3,120,000
          $354,822      x     9.10     =     $3,230,000

SALES COMPARISON APPROACH - RECONCILIATION

                            SUMMARY OF VALUE RANGES

         METHOD                   VALUE RANGE
                       ----------------------------------

         SP/SF         $3,190,000     to     $3,260,000
         GIM:          $3,120,000     to     $3,230,000

      COMMENT/ANALYSIS: The two valuation techniques yield highly similar value
ranges. This is attributed to the narrow range indicated by the most comparable
sales, which also had Wal Mart anchors and constructed in the late 1980's. With
equal consideration placed upon the sales price per square foot method and GIM
method, a value at the middle of the range is reasonable.

      The value ranges previously derived represent an as stabilized value range
for the subject property. The subject center is 98% economically leased.
Therefore, there are no deductions for the prospective value upon completion.

                            SALES COMPARISON APPROACH
                              AS IS VALUE ESTIMATE

        Current Stabilized Value              $3,225,000
        Estimate

        Less: Deferred Maintenance                     0

        Less: Lease-Up Costs to
        Stabilization                                  0
                                              ----------

        As Is Value Estimate                  $3,225,000
                                              ==========

      As a result, the value estimate as indicated by the sale comparison
approach, is reconciled as follows.

SALES COMPARISON APPROACH VALUE ESTIMATE:    $3,225,000
        Implied SP/SF:                           $42.01
        Implied GIM:                               9.09

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 94
<PAGE>

                                                  INCOME CAPITALIZATION APPROACH
================================================================================

INTRODUCTION

      The income capitalization approach is the procedure in appraisal analysis
which converts anticipated benefits (dollar income or amenities) to be derived
from the ownership of property into a value estimate. Anticipated future income
and/or reversions are discounted to a present worth figure through the
capitalization process.

      This approach, like the cost and sales comparison approaches, requires
extensive market research. Specific areas that an appraiser investigates for
this approach are the property's gross income expectancy, the expected reduction
in gross income from lack of full occupancy and collection loss, the expected
annual operating expenses, the pattern and duration of the property's income
stream, and the anticipated value of the resale of other real property interest
reversions. When accurate income and expense estimates are established, the
income streams are converted into present value by the process of
capitalization. The rates or factors used for capitalization are derived by the
investigation of acceptable rates of return for similar properties.

      The income capitalization approach is generally applied in appraising
income-producing properties. The quantity, quality and durability of the income
stream must be considered in estimating the economic rent of an income-producing
property.

      QUANTITY:          Rental comparables have been gathered from similar
                         properties to show current market rents.

      QUALITY:           This is a measure of the strength of the tenant that
                         could be expected to occupy the subject (i.e., AAA,
                         regional, local, etc.).

      DURABILITY:        This is reflected in the vacancy of the area.

      In order to analyze contractual rentals of the subject and determine the
economic rent potential of the available space, a survey was conducted of
similar developments.

      The pages which follow will summarize the comparable rental data utilized
in the appraisal of the subject property. While this study does not include all
competitive space, it is useful in determining patterns of occupancy and
economic levels of rent.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 95
<PAGE>

                                         INCOME CAPITALIZATION APPROACH, CONT'D.
- --------------------------------------------------------------------------------

                                                 COMPARABLE IMPROVED RENTAL DATA
- --------------------------------------------------------------------------------

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 96
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 1:
- --------------------------------------------------------------------------------

                               [GRAPHICS OMITTED]

PROJECT DATA

 Project Name: Bradford Square Shopping Center

     Location: 321 East Main Street, St. Brownsville, TN

       County: Haywood

PROPERTY DATA

     Rentable Area (SF): 81,651

             Year Built: 1972,1977,1983 & 1987

           Construction: 1-Story masonry

             Bay Depths: 50'

         Anchor Tenants: Kroger's, Heilig-Meyers & Freds

RENTAL DATA

         Quoted Rate/SF: $2.00 to $3.00

     EXISTING RATE RANGE

         Anchor Tenants: $2.00/SF (Kroger)

             Spec Space: N/A

       Restaurant Space: N/A

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 97
<PAGE>

                                           RETAIL RENT COMPARABLE NO. 1, CONT'D.
- --------------------------------------------------------------------------------

LEASE TERMS

          Lease Basis:  Gross and triple-net

   Typical Lease Term:  Varies

           CAM Charge:  $1.20/SF

     Escalator Clause:  N/A

           Finish-Out:  N/A

    Rental Concessions  N/A

Occupancy Rate:  100%                  Historical Occupancy Rate:  100%

Verified By:     Vernon Brown (901-757-0500)

Date:            08/21/97                                COMP_CODE:314

COMMENTS:   The Kroger space has five years left on the lease agreement. Other
            tenants are Auto Zone & Family Dollar. Fred's and Heilig-Meyers
            Furniture occupy the former Wal-Mart space.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 98
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 2:
- --------------------------------------------------------------------------------

                               [GRAPHICS OMITTED]

PROJECT DATA

 Project Name:  Subway Shopping Center

     Location:  960-1000 East Main Street, St. Brownsville, TN

       County:  haywood

PROPERTY DATA

    Rentable Area (SF):  6,000

            Year Built:  1990

          Construction:  1-Story metal frame with brick veneer

            Bay Depths:  55'

        Anchor Tenants:  Subway

RENTAL DATA

        Quoted Rate/SF:  $5.50

   EXISTING RATE RANGE

        Anchor Tenants:  N/A

            Spec Space:  N/A

      Restaurant Space:  N/A

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                               Page 99
<PAGE>

                                           RETAIL RENT COMPARABLE NO. 2, CONT'D.
- --------------------------------------------------------------------------------

LEASE TERMS

          Lease Basis:  Gross

   Typical Lease Term:  3 to 5 years

           CAM Charge:  None

     Escalator Clause:  Negotiable

           Finish-Out:  Negotiable

    Rental Concessions  None

Occupancy Rate:  100%                    Historical Occupancy Rate:  100%

Verified By:     Everett Harrison (901-635-3368)

Date:            08/19/97                                  COMP_CODE:315

COMMENTS:   Other tenants at this location are Pizza For Less, Prime Time
            Video & a beauty salon.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 100
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 3:
- --------------------------------------------------------------------------------

                               [GRAPHICS OMITTED]

PROJECT DATA

 Project Name: Humboldt Center

     Location: 2120 North Central Avenue/US-45W, Humboldt, TN

       County: Gibson

PROPERTY DATA

       Rentable Area (SF): 125,000

               Year Built: 1972

             Construction: 1-Story

               Bay Depths: 80'

           Anchor Tenants: Piggly Wiggly & Peebles

RENTAL DATA

           Quoted Rate/SF: $6.00/SF to $8.00/SF

EXISTING RATE RANGE

           Anchor Tenants: N/A

               Spec Space: N/A

         Restaurant Space: N/A

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 101
<PAGE>

                                           RETAIL RENT COMPARABLE NO. 3, CONT'D.
- --------------------------------------------------------------------------------

LEASE TERMS

          Lease Basis:  Triple-net

   Typical Lease Term:  5 to 10 years

           CAM Charge:  $1.00

     Escalator Clause:  No

           Finish-Out:  Negotiable

    Rental Concessions  None

Occupancy Rate:  98%                Historical Occupancy Rate:  100%

Verified By:     David Hutton Jr. (615-363-6545)

Date:            08/20/97                           COMP_CODE:  316

COMMENTS:   This center is located on the southeast corner of the by-pass and
            N. Central Avenue/US-45W. This well maintained center is the
            largest in Humboldt.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 102
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 4:
- --------------------------------------------------------------------------------

                               [GRAPHICS OMITTED]

PROJECT DATA

 Project Name:  Humboldt Eye Care/Cato Shopping Center

     Location:  2439 North Central Avenue, Humboldt, TN

       County:  Gibson

PROPERTY DATA

       Rentable Area (SF):  14,000

               Year Built:  1996

             Construction:  1-Story masonry

               Bay Depths:  80'

           Anchor Tenants:  Eye Care Clinic & Cato Plus

RENTAL DATA

           Quoted Rate/SF:  $11.00

       EXISTING RATE RANGE

           Anchor Tenants:  N/A

               Spec Space:  N/A

         Restaurant Space:  N/A

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 103
<PAGE>

                                           RETAIL RENT COMPARABLE NO. 4, CONT'D.
- --------------------------------------------------------------------------------

LEASE TERMS

          Lease Basis:  Triple-net

   Typical Lease Term:  3 to 5 years

           CAM Charge:  $1.10/SF

     Escalator Clause:  N/A

           Finish-Out:  N/A

    Rental Concessions  N/A

Occupancy Rate:  100%                 Historical Occupancy Rate:  100%

Verified By:     George Currin (704-362-6706)

Date:            08/20/97                            Comp_Code:  317

COMMENTS:   Other tenants at this location are Friedman's Jewelers and
            Fashions. The Eye Care Clinic operator and some other investors
            own this new center.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 104
<PAGE>

                             =======================
                               COMPARABLE RENT MAP
                             =======================

                               [GRAPHICS OMITTED]

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 105
<PAGE>

                                              ANALYSIS OF POTENTIAL GROSS INCOME
================================================================================

CURRENT SUBJECT PROPERTY STATUS

                       SUBJECT EXISTING RENT ROLL SUMMARY

<TABLE>
<CAPTION>
================================================================================================
                                                            LEASE
 SUITE                       SIZE     LEASE       LEASE     TERM               LEASE     ANNUAL
   #      TENANT             (SF)     BEGIN       END       (YRS.)  RENT/SF    TYPE      RENT
- ------------------------------------------------------------------------------------------------
<S>                         <C>       <C>         <C>       <C>     <C>        <C>      <C>     
   1      WAL-MART STORE    54,962    03/90       04/10     20      $3.35      NNN      $184,122
- ------------------------------------------------------------------------------------------------

   2      SIMPLY 6           3,000    04/95       05/00      5      $7.75      NNN(1)   $ 23,250
- ------------------------------------------------------------------------------------------------
                                                                                          
   3      PIC 'N PAY         3,000    02/95       03/00      5      $7.75      NNN(1)   $ 23,250
- ------------------------------------------------------------------------------------------------
                                                                                          
   4      CATO/CATO PLUS     4,800    12/89       01/98      5      $9.00      NNN(1)   $ 43,200
- ------------------------------------------------------------------------------------------------
                                                                                          
   5      BEAUTY WORLD       2,000    07/96       09/99      3+     $6.75      NNN(2)   $ 13,500
- ------------------------------------------------------------------------------------------------
                                                                                          
   6      VACANT             1,200    -           -          -      $9.00      NNN(2)   $ 10,800
- ------------------------------------------------------------------------------------------------
                                                                                          
   7      NEW WAVE HAIR      3,000    05/93       06/98      5      $4.50      NNN(2)   $ 13,500
          ACAD.                                                                           
- ------------------------------------------------------------------------------------------------
                                                                                          
   8      MOVIE GALLERY      3,600    01/93       02/98      5      $9.00      NNN(2)   $ 32,400
- ------------------------------------------------------------------------------------------------
                                                                                          
   9      STEVE PINSON       1,200    03/95       04/00      5      $9.00      NNN(2)   $ 10,800
- ------------------------------------------------------------------------------------------------
                                                                                         
Total/Average               76,762    SQUARE FEET                   $4.62               $354,822
================================================================================================
</TABLE>
                                                                            
      Note: Vacant Space Current Rent/SF input at market rent estimates.

1. PLUS RESERVES

2. PLUS RESERVES & MANAGEMENT FEE

TENANCY:                                 Multi-tenant
SQUARE FEET OCCUPIED:                    75,562 SF
SQUARE FEET VACANT - SHELL:              0 SF
SQUARE FEET VACANT -
 2ND GENERATION:                         1,200 SF
RENT TREND:                              Stable
HISTORICAL TENANT FINISH:
     New Lease:                          None
     Refinish:                           Negotiable

      COMMENTS/ANALYSIS: As discussed earlier this is a shopping center that was
built in 1989. The most current lease is Beauty World in June 1996 at $6.75/SF
for 3 1/2-years on a absolute net basis. The bay depth for Beauty World is 80',
with 25' store front; however, they did not need 2,000 SF, only 1,500 SF. The
typical 80' bay depth user requires more space and bay width. Therefore, the
effect rental rate for this space is

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 106
<PAGE>

                                     ANALYSIS OF POTENTIAL GROSS INCOME, CONT'D.
- --------------------------------------------------------------------------------

$9.00/SF for typical bay epth. Thus, the $6.75/SF rate is reflective of deep bay
depth. The current asking rental rate for local shop space is $9.50/SF.

      The anchor expense recovery for the center is the standard triple net
lease in which taxes, insurance and common area maintenance (CAM) is recovered
from the tenant. However, three tenants, also pay their pro rata share of the
management fee. In addition, three other tenants have absolute net leasesin
which they pay pro rata share of capital expenses.

COMPARABLE RENTAL ANALYSIS/SUBJECT ESTIMATED MARKET RENTS

INTRODUCTION

      In order to estimate market rent rates to apply to the subject, we
surveyed similar properties in the subject neighborhood. Factors which typically
influence rental rates include location, and physical attributes such as age,
condition and design/appeal characteristics. The rent comparables presented in
this report represent the most comparable properties to the subject with respect
to age, quality of construction and location. The following chart summarizes the
comparable improved rental data previously presented.

SUMMARY OF COMPARABLE IMPROVED RENTAL DATA

<TABLE>
<CAPTION>
=====================================================================================================================
Rent No.             Subject             1                         2                  3                     4
                   Brownsville                                                                         Humnoldt Eye
                      Place       Bradford Square           Subway Shopping                             Care/Cato
Name/Address        Shopping      Shopping Center,              Center,        Humnoldt Center,      Shopping Center,
                     Center       Brownsville, TN           Brownsville, TN      Humnoldt, TN          Humnoldt, TN
- ---------------------------------------------------------------------------------------------------------------------
<S>                  <C>         <C>                        <C>                 <C>                    <C>  
Size(SF)             77,752                  81,651             6,000                  125,000             14,000
- ---------------------------------------------------------------------------------------------------------------------

Year Built             1989        1972, 1977, 1983              1990                     1972               1996
                                             & 1987
- ---------------------------------------------------------------------------------------------------------------------

Occupancy                98%                    100%              100%                      98%               100%
- ---------------------------------------------------------------------------------------------------------------------

Quoted Rate/SF          N/A          $2.00 to $3.00             $5.50           $6.00 to $8.00             $11.00
- ---------------------------------------------------------------------------------------------------------------------

Tenant Expenses         N/A      Gross & triple-net             Gross               Triple-net         Triple-net
- ---------------------------------------------------------------------------------------------------------------------

CAM Charge              N/A                $1.20/SF              None                 $1.00/SF           $1.10/SF
- ---------------------------------------------------------------------------------------------------------------------

Rental                  N/A                    None              None                     None               None
Concessions
=====================================================================================================================
</TABLE>

      All property characteristics of the comparable rentals and the subject
property have been analyzed by the appraisers. The following summarizes the
comparison of primary factors of the comparable rentals affecting rents as
compared to the subject.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 107
<PAGE>

                                     ANALYSIS OF POTENTIAL GROSS INCOME, CONT'D.
- --------------------------------------------------------------------------------

COMPARISON TO SUBJECT

SUBJECT:
      Primary Negative Factors:  None
      Primary Positive Factors:  Newer facility; Wal-Mart anchor; frontage
                                 along two major highways

RENT NO.1 - BRADFORD SQUARE SHOPPING CENTER, BROWNSVILLE, TN:
     Inferior Factors
      Compared to Subject:       Older center; below market anchor rent
     Superior Factors
      Compared to Subject:       None
     Tenant Expenses:            Gross lease for Kroger and all other
                                 tenants are triple-net
     Overall Comparison
      to Subject:                Inferior

RENT NO.2 - SUBWAY SHOPPING CENTER, BROWNSVILLE, TN:
     Inferior Factors
      Compared to Subject:       No anchor; construction; gross leases
     Superior Factors
      Compared to Subject:       None
     Tenant Expenses:            All tenants pay gross
     Overall Comparison
      to Subject:                Inferior

RENT NO.3 - HUMNOLDT CENTER, HUMNOLDT, TN:
     Inferior Factors
      Compared to Subject:       Slightly older property;
     Superior Factors
      Compared to Subject:       None
     Tenant Expenses:            Similar; no adjustment required
     Overall Comparison
      to Subject:                Slightly inferior

RENT NO.4 - HUMNOLDT EYE CARE/CATO SHOPPING CENTER, HUMNOLDT, TN:
     Inferior Factors
      Compared to Subject:       No anchor
     Superior Factors
      Compared to Subject:       Newer property
     Overall Comparison
      to Subject:                Similar

MOST COMPARABLE RENTALS:         Nos. 3 and 4

      CONCLUSIONS/ANALYSIS: The two comparables in Brownsville do not compare
well with the subject property. The two Humboldt properties are similar to the
subject in size, quality of tenants and a similar rural market. However, Rent
No. 3 is a significantly older property. After reviewing the subject's leases as
well as the rent

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 108
<PAGE>

                                     ANALYSIS OF POTENTIAL GROSS INCOME, CONT'D.
- --------------------------------------------------------------------------------

comparable data, the current asking rental rate for small shop space of $9.50/SF
is considered reasonable.

     ESTIMATED MARKET RATE:
          60' Bay Depth:      $9.50/SF

          80' Bay Depth
           Beauty World:      $7,125/SF ($9.50/SF for 60' of the depth)*
           Cato/Cato Plus:    $8.00/SF (recognizes >3,000 SF size)
          100' Bay Depth:     $8.00/SF (based on 3,000 SF size)

           *Note: Lower than Cato spaces because of less functional 25' width.

     EXPENSE RECOVERIES:
           Analysis:          The anchor expense recovery for the center is
                              the standard triple net lease in which taxes,
                              insurance and common area maintenance (CAM)
                              is recovered from the tenant. However, three
                              tenants, also pay their pro rata share of the
                              management fee. In addition, three other
                              tenants have absolute net leases.

           Conclusion:        Market lease rates based on the following
                              expense recovery: NNN.

      Inasmuch as the subject is an existing property with several leases in
place, the existing contract rents and expense recoveries are utilized for
occupied space and the market lease rates and expense recovery for vacant spaces
are utilized in the Stabilized Operating Statement which follows the Analysis of
Expenses.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 109
<PAGE>

                                                            ANALYSIS OF EXPENSES
================================================================================

EXPENSE HISTORY

                  $/SF HISTORY COMPARED TO APPRAISER'S ESTIMATE

EXPENSE ITEM               1994        1995          1996         ESTIMATE
- ------------               ----        ----          ----         --------

MANAGEMENT                 $0.00       $0.00         $0.18         $0.21

TAXES:                     $0.45       $0.39         $0.45         $0.42

INSURANCE:                 $0.05       $0.05         $0.05         $0.05

CAM:                       $0.40       $0.20         $0.19         $0.20

ADMINISTRATION:            $0.00       $0.00         $0.00         $0.01

RESERVES:                  $0.00       $0.00         $0.00         $0.10

SUBTOTAL                   $0.90       $0.65         $0.87         $0.99

VACANCY & COLLECTION LOSS
    EXPENSE DESCRIPTION:           Vacancy & collection loss is an allowance for
                                   reductions in potential income attributable
                                   to vacancies, tenant turnover and nonpayment
                                   of rent.  The allowance is usually estimated
                                   as a percentage of potential gross income,
                                   which varies depending on the type and
                                   characteristics of the physical property, the
                                   quality of tenants, current and projected
                                   supply and demand, and general and local
                                   economic conditions.  The percentage rate
                                   recognized reflects typical investor
                                   expectations over the specific holding period
                                   assumed or projected.

SUBJECT DATA:
    TENANCY:                       Multi-tenant
    CURRENT OCCUPANCY:             98%

    ANALYSIS:                      Based on a review of the market data above as
                                   well as the subject's current vacancy, a
                                   vacancy and collection loss of 5% of local
                                   shop space is believed to  appropriately
                                   recognize  potential  tenant turnover and
                                   collection loss over the holding period.

ESTIMATED VACANCY &
 COLLECTION LOSS:                  5% of local shop space

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 110
<PAGE>

                                                   ANALYSIS OF EXPENSES, CONT'D.
- --------------------------------------------------------------------------------

MANAGEMENT:
           EXPENSE DESCRIPTION:   The subject must be considered as an
                                  investment under prudent management. A charge
                                  is made to reflect either the owner's input
                                  of time and attention or that of a
                                  professional agent.  The expense would
                                  include the collection of rents, supervision
                                  of all maintenance, etc.

           ANALYSIS:              The proforma annual management fee for the
                                  subject property is 4.0% of the Effective
                                  Gross Income. This is consistent with local
                                  practices.

           ESTIMATED MANAGEMENT:  4.0%

REAL ESTATE TAXES:                See previously presented Real Estate Tax
                                  Analysis for detailed analysis and expense
                                  history.

           ESTIMATED REAL ESTATE
                TAXES:            $32,397, or $0.42/SF

INSURANCE:
           Expense Description:   The subject property will be insured against
                                  losses arising out of fire, casualty, and
                                  liability. Other various extended coverages
                                  are also provided for under this policy.

           ANALYSIS:              The subject's expenses history reflects an
                                  expense range of $0.05/SF to $0.05/SF   Based
                                  on a competitive analysis of other retail
                                  centers and the subject's historical expense,
                                  an estimate of $0.05/SF annually is judged
                                  appropriate for the subject.

           ESTIMATED INSURANCE:   $0.05/SF

COMMON AREA MAINTENANCE (CAM):

           EXPENSE DESCRIPTION:   The common area maintenance charge covers all
                                  trash removal, common area maintenance,
                                  certain recoverable administrative expenses,
                                  landscaping charges and common area utilities
                                  and any other common area expenses.

           ANALYSIS:              The subject's expenses history reflects an
                                  expense range of $0.19/SF to $0.40/SF.  Based
                                  on a competitive analysis of other retail
                                  centers and the subject's historical expense,
                                  an estimate of $0.20/SF annually is judged
                                  appropriate for the subject.

           ESTIMATED CAM:         $0.20/SF

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


(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 111
<PAGE>

                                                   ANALYSIS OF EXPENSES, CONT'D.
- --------------------------------------------------------------------------------

ADMINISTRATION:
           EXPENSE DESCRIPTION:        The administrative expense consists of
                                       non-recoverable administrative expenses
                                       such as legal expenses and other
                                       miscellaneous expenses that are not
                                       passed through to the tenant in the
                                       common area expense recovery.

           ANALYSIS:                   The subject's expenses history reflects
                                       an expense of $0.00$0.00/SF. Based on a
                                       competitive analysis of other retail
                                       centers and the subject's historical
                                       expense, an estimate of $0.01/SF
                                       annually is judged appropriate for the
                                       subject.

           ESTIMATED ADMINISTRATION:   $0.01/SF

RESERVES:

           EXPENSE DESCRIPTION:        A reserves or replacement allowance
                                       provides for the periodic replacement of
                                       building components that wear out more
                                       rapidly than the building itself and
                                       must be replaced periodically during the
                                       building's economic life. Examples of
                                       these components are roof cover, HVAC
                                       compressors, parking areas and other
                                       site improvements.

           ANALYSIS:                   The reserves expense estimate is based
                                       primarily on the typical expense
                                       recognized by buyers as compared to a
                                       calculated type estimate Based upon the
                                       age and condition of the property and
                                       typical buyer actions, the reserves
                                       expense estimate is $0.10/SF.

           ESTIMATED RESERVES:         $0.10/SF

ESTIMATED EXPENSE SUMMARY

                          MANAGEMENT         4.0%     EGI     =     $16,042

                          TAXES:            $0.42     /SF     =     $32,397

                          INSURANCE:        $0.05     /SF     =      $3,838

                          CAM:              $0.20     /SF     =     $15,352

                          ADMINISTRATION:   $0.01     /SF     =        $768

                          RESERVES:         $0.10     /SF     =      $7.676
                                            -----                   -------

                     SUBTOTAL EXPENSES:     $0.99     /SF     =     $76,073

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 112
<PAGE>

                                                   ANALYSIS OF EXPENSES, CONT'D.

STABILIZED OPERATING STATEMENT
================================================================================

GROSS RENTAL INCOME POTENTIAL:

                                           Lease
                       Size (SF)            Rate
                       ---------            ----
     Anchors              54,962     @     $3.35     /SF     =     $184,122
     Local Shop Space     21,800     @     $7.83     /SF     =     $170,700
                          ------           -----                   --------
     Gross Rent Income    76,762     @     $4.62     /SF     =     $354,822
     (See Rent Roll for Rent Allocation)

Plus: Expense Recovery
     Anchor @       Triple-net                                      $36,937
     Local Shop @   Mixture of triple-net to absolute net           $18,758
                                                                   --------
     Total Expense Recovery                                         $55,695

Total Income By Tenant Type Classification     
   Anchor @                                                        $221,059
   Local Shop @                                                    $189,458
                                                                   --------
TOTAL GROSS ANNUAL INCOME:                                         $410,517
                                               
LESS: VACANCY/COLLECTION LOSS             
        Anchor Income @                        0%                        $0
        Local Shop Income @                    5%                   ($9,473)
                                                                   --------

Effective Gross Income:                                            $401,044

LESS EXPENSES
        Management        4.0%   EGI  =  $16,042
        Taxes:           $0.42   /SF  =  $32,397
        Insurance:       $0.05   /SF  =   $3,838
        CAM:             $0.20   /SF  =  $15,352
        Administration:  $0.01   /SF  =     $768
        Reserves:        $0.10   /SF  =   $7,676
                                         -------
SUBTOTAL EXPENSES:       $0.99   /SF  =  $76,073                   ($76,073)
                                                                   --------
NET OPERATING INCOME:                                              $324,972
                                                                   ========

        NOI/SF:                     $4.23
        NOI/Gross Rental Income     91.59%
        NOI/Gross Income            79.16%

                          CAPITALIZATION TECHNIQUE
              ================================================

                 NOI       /      OAR     =     Value Estimate
              $324,972     /     10.00%   =        $3,249,715

              CURRENT STABILIZED VALUE ESTIMATE     $3,250,000
              Less: Deferred Maintenance                     0
              Less: Lease-Up Costs to Stabilization          0
                                                    ----------
              AS IS VALUE ESTIMATE                  $3,250,000

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 113
<PAGE>

                                          ANALYSIS OF DIRECT CAPITALIZATION RATE
================================================================================

INTRODUCTION

      Direct capitalization is a method used to convert a single year's income
estimate into a value indication. The capitalization rate utilized in the income
capitalization approach combines input from the marketplace in conjunction with
a review of mortgage/equity positions. Although the appraiser can estimate an
overall capitalization rate by using various techniques, derivation of the rate
from comparable sales is generally preferred when sufficient data are available
from transactions of similar, competitive properties. In order to provide a
consistent basis for comparison, the net operating income from each comparable
is calculated and estimated in the same manner as that for the subject property.
Additionally, the appraiser must conclude that neither non-market financing
terms nor different market conditions have affected the transaction prices of
the comparables. When these requirements are met, the appraiser estimates the
overall rate by dividing each property's net operating income by its sale price.

IMPROVED SALES' OVERALL RATE SUMMARY

<TABLE>
<CAPTION>
=================================================================================================
Sale No.         Subject   1             2            3               4              5
- -------------------------------------------------------------------------------------------------

Name/Address               Franklin                   North Nixson
                           Square        Pine Valley  Marketplace     Kimball
                           Shopping      Shopping     Shopping        Crossing       Market Place
                           Center,       Center,      Center,         Shopping       Shopping
                           Spartanburg,  Wilmington,  Chattanooga,    Center,        Center,
                           SC            NC           TN              Kimball, TN    Shelby, NC
- -------------------------------------------------------------------------------------------------
<S>              <C>       <C>           <C>          <C>             <C>            <C>
Sale Date        Current    10/01/96      04/28/96     03/15/96        11/08/95       05/14/96
- -------------------------------------------------------------------------------------------------
                                                                                    
Year Built         1989        1987         1990         1995             1987           1987
- -------------------------------------------------------------------------------------------------
                                                                                    
Occupancy            98%         97%         100%          96%              95%           100%
- -------------------------------------------------------------------------------------------------
                                                                                    
Size(SF)         76,762     195,912       60,000       63,270          139,455        197,787
- -------------------------------------------------------------------------------------------------
                                                                                    
% Credit/Anchor      72%         85%          71%          83%              78%            85%
- -------------------------------------------------------------------------------------------------
                                                                                    
Overall Rate        N/A        9.99%       10.00%       10.13%           10.09%         10.18%
=================================================================================================
</TABLE>

Note: All transaction data in the chart reflects cash equivalency and/or
      other adjustments applied in the comparable sale summary sheets.

COMPARISON OF IMPORTANT FACTORS AFFECTING OAR

      All property and conditions of sale characteristics of the comparable
sales and the subject property have been analyzed by the appraisers. The
following summarizes the comparison of primary factors of the comparable sales
affecting value as compared to the subject.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 114
<PAGE>

                                 ANALYSIS OF DIRECT CAPITALIZATION RATE, CONT'D.
- --------------------------------------------------------------------------------

      NOTE: The reader is reminded that this is a comparison of overall rates
and not the sales price per square foot. Therefore, the terms of comparison to
the subject of each sale may be different than those used in the previously
presented Sales Comparison Approach, which was based on the quantity of income
and subsequent adjustments to the sales price per square foot. While the overall
rate recognizes physical factors, intangible factors such as quality of tenants,
conditions of sale, occupancy at time of sale, and investment quality tend to
have stronger influence on the overall rate comparison. As an example, two
properties with different locations and quality of improvements may have
significantly different per square foot sales prices, but very similar overall
rates. Thus, the comparison to the subject includes the intangible factors
influencing overall rates.

SUBJECT:
     Primary Negative Factors:          None
     Primary Positive Factors:          Anchor percentage and quality of anchor;
                                        recent renovation

SALE NO. 1 - FRANKLIN SQUARE SHOPPING CENTER, SPARTANBURG, SC:
     Inferior Factors
      Compared to Subject:              None
     Superior Factors
      Compared to Subject:              None
     Overall Comparison
      to Subject:                       Similar

SALE NO. 2 - PINE VALLEY SHOPPING CENTER, WILMINGTON, NC:
     Inferior Factors
      Compared to Subject:              None
     Superior Factors
      Compared to Subject:              None
     Overall Comparison
      to Subject:                       Similar

SALE NO. 3 - NORTH NIXSON MARKETPLACE SHOPPING CENTER, CHATTANOOGA, TN:
     Inferior Factors
      Compared to Subject:              None
     Superior Factors
      Compared to Subject:              None
     Overall Comparison
      to Subject:                       Similar

SALE NO.4 - KIMBALL CROSSING SHOPPING CENTER, KIMBALL, TN:
     Inferior Factors
      Compared to Subject:              None
     Superior Factors
      Compared to Subject:              None
     Overall Comparison
      to Subject:                       Similar

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                                 ANALYSIS OF DIRECT CAPITALIZATION RATE, CONT'D.
- --------------------------------------------------------------------------------

SALE NO. 5 - MARKET PLACE SHOPPING CENTER, SHELBY, NC:
     Inferior Factors
      Compared to Subject:              None
     Superior Factors
      Compared to Subject:              None
     Overall Comparison
      to Subject:                       Similar

MOST COMPARABLE SALES:                  Nos. 1, 4 and 5

           COMMENT/ANALYSIS:  All of the sales are community or neighborhood
shopping centers with moderate to strong anchors, which for the most part
dominate the overall physical size of each center. Analysis in the Sales
Comparison Approach concluded that Sale Nos. 1, 4 and 5 are the most similar
to the subject in the type of risk and anchor tenant. Based on the relatively
narrow range indicated by the most comparable sales, the appropriate overall
rate for the subject is 10.00%.

CONCLUDED OAR:                          10.00%

ANALYSIS OF SUBJECT'S POTENTIAL MORTGAGE TERMS

PRELIMINARY ANALYSIS:                   Several factors affect the potential
                                        real estate mortgage terms of any given
                                        property.  These factors include, credit
                                        worthiness of the borrower, quality of
                                        tenants, length of term, amortization
                                        and other factors considered by lenders
                                        when analyzing the relative risk of a
                                        loan. However, lenders typically have
                                        general parameters or guidelines
                                        established for real estate loans. The
                                        appraisers have had discussions  with
                                        local mortgage brokers about long-term
                                        financing terms and bank loan officers
                                        about short term financing.

LONG-TERM FINANCING:                    Institutional lenders are typically
                                        establishing interest rates on the basis
                                        of 200 to 250 basis points above the
                                        comparable term U.S. Treasury Bond with
                                        a 7 to 10 year term, 20 to 25 year
                                        amortization and 70% to 75%
                                        loan-to-value ratio. While these terms
                                        may vary from lender to lender, the
                                        ultimate test for a particular loan is
                                        the debt coverage ratio.

BANK SHORT-TERM
 FINANCING:                             Banks are typically utilizing the prime
                                        rate as the index for loans.  Mortgage
                                        interest rates are typically 150(plus or
                                        minus) basis points above the prime
                                        rate. The mortgage terms are preferably
                                        a three year call based on a 20 to 25
                                        year amortization and 70% to 75%
                                        loan-to-value ratio; however, banks will
                                        provide a five year term in some
                                        situations.

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                                 ANALYSIS OF DIRECT CAPITALIZATION RATE, CONT'D.
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SUMMARY OF SUBJECT'S POTENTIAL MORTGAGE TERMS

MORTGAGE TYPE:                    Long-term;
  Analysis:                       This appraisal contemplates a typical
                                  long-term loan instead of a bank short-term
                                  loan. While the bank loan is common, a
                                  long-term loan is more consistent with the
                                  typical holding period for real estate.

U.S. TREASURY BOND
  10 YEAR RATE(1):                6.50%
 LOAN TERM:                       10 years
 AMORTIZATION:                    25 years
 LOAN-TO-VALUE RATIO:             75%
 APPROX. INTEREST RATE:           8.00%

DEBT COVERAGE RATIO (DCR) ANALYSIS: A TEST OF REASONABLENESS

                                                                    FINAL REPORT
                                             DIRECT CAP VALUE              VALUE

DIRECT CAPITALIZATION VALUE                        $3,250,000        $3,250,000

LOAN AMOUNT @ L-TO-V OF   75%                      $2,437,500        $2,437,500

MONTHLY PAYMENT                                    $   18,813        $   18,813

ESTIMATED NOI                                      $  324,972        $  324,972

DIVIDED BY ANNUAL PAYMENT                          $  225,756        $  225,756

IMPLIED DEBT COVERAGE RATIO                              1.44              1.44

      COMMENT/ANALYSIS: The implied debt coverage ratios for the direct
capitalization method value estimate and the final report value (based on
correlation of all three approaches) are acceptable and reasonable.

- ----------
      (1) Note: The rate is an approximation on a rounded basis due to the
weekly change in the rate.

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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 117
<PAGE>

                                                   DISCOUNTED CASH FLOW ANALYSIS
================================================================================

INTRODUCTION

      In a discounted cash flow analysis (DCF) the quantity, variability, timing
and duration of the cash flows to a property are analyzed. Each cash flow is
discounted to a present value and then all the present values are added to
obtain the total value of the income to the real property interest being
appraised. The future value of that interest, the reversion, is forecast at the
end of the projection period and is also discounted.

      This method is particularly appropriate for properties with irregular cash
flows. This is particularly appropriate in the case of properties with below
stabilized occupancy, below or above market rental rates, and other unusual
circumstances.

      In order to utilize this analysis, certain assumptions must be made. A
summary of all such assumptions used as a basis for the DCF analysis will
follow. Projections regarding market (economic) rental rates, occupancy levels,
expenses and absorption rates are all market-derived and have been discussed in
previous sections of this report. Consideration is also given to several
investment surveys provided by regional/national research companies. These
investor surveys included the Real Estate Investor Survey published by Peter F.
Korpacz & Associates, Inc.. This report provides a summary of the expected rates
of return, property selection criteria, and investment outlook of a
representative sampling of large institutional investors in the United States.

      The DCF technique will follow the assumptions and forecasts listed below.
This projected economic model carries no warranties, expressed or implied, that
the scenario will actually be achieved by the subject property.

ASSUMPTIONS & FORECASTS

PROJECTION PERIOD:
    ANALYSIS:                      The appraisers have relied upon conversations
                                   with market participants and a review of
                                   investor surveys to determine the appropriate
                                   holding period for the subject property.
                                   Additionally, significant consideration is
                                   given to the remaining economic life of the
                                   property, the current economic climate of the
                                   region and changes in the tax laws. Noting
                                   that investment properties have historically
                                   been held for a period of 7 to 15 years, and
                                   that the survey data provided by P.F. Korpacz
                                   indicate expectations of a similar time
                                   frame, a ten year investment period is
                                   projected. The cash flow for the subject is
                                   presented on a fiscal year with the first
                                   year beginning in the month of the effective
                                   date of appraisal (August 14, 1997).

     ESTIMATE:                     10 years

GROSS INCOME ESTIMATES:            Gross annual income is based on the
                                   contractual income from the existing leases,
                                   and the market

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                                          DISCOUNTED CASH FLOW ANALYSIS, CONT'D.
================================================================================

                                   rental rate on the vacant space. Existing
                                   leases are forecasted to roll over at market
                                   rates.

MARKET RENTAL RATES:               See Analysis of Potential Gross Income for
                                   details and analysis.

   MARKET RENT:                    $9.00/SF

EXPENSE RECOVERY:                  Mixture of triple-net to absolute net; The
                                   anchor expense recovery for the center is the
                                   standard triple net lease in which taxes,
                                   insurance and common area maintenance (CAM)
                                   is recovered from the tenant. However, three
                                   tenants, also pay their pro rata share of the
                                   management fee. In addition, four other
                                   tenants have absolute net leases.

RENT APPRECIATION:
   DESCRIPTION:                    Support for the rental rate appreciation is
                                   based upon several factors. Items to be
                                   considered include historical and forecasted
                                   consumer price index data, current supply and
                                   demand factors (market vacancy & market rent
                                   trends), and investors' perceptions (investor
                                   surveys).

   CPI INDEX RECENT HISTORY:       2% to 3%
   ECONOMISTS' CONSENSUS
     CPI FORECAST:                 3%(plus or minus) in short-term, moderate
                                   increase long-term Under current Federal
                                   Reserve leadership, inflation is anticipated
                                   to be reasonably maintained and under
                                   control.

GENERAL OCCUPANCY TRENDS:

Property Type:                     Neighborhood shopping center

Submarket:                         98.8%

MARKET RENT TRENDS:                Increasing

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                                          DISCOUNTED CASH FLOW ANALYSIS, CONT'D.
================================================================================

INVESTOR SURVEYS:
    Source:                        Korpacz Real Estate Investor Survey; Second 
                                   Quarter 1997
    Property Type:                 National Strip Shopping Center Market
    Rent Appreciation
      Range:

                                   --------------------------------------
                                   KEY INDICATORS         CURRENT QUARTER
                                   --------------------------------------

                                   MARKET RENT CHANGE RATE

                                   Range                0.00%         6.00%

                                   Average                     2.83%

DCF RENT APPRECIATION
   FORECAST:
            Years 1-3:             3.00%
            Years 4-11:            4.00%

      COMMENTS/ANALYSIS: The market occupancy is strong; however, there is no
evidence of enough demand to yield rent appreciation higher than anticipated
inflation over the holding period. Thus, rent appreciation is forecasted to be
at general inflationary rates in the short-term and slightly below in the
long-term.

VACANCY & COLLECTION LOSS:
            ANALYSIS:              The subject will undergo a loss in potential
                                   gross income attributable to lease-up, normal
                                   vacancy, collection losses, tenant default
                                   and turnover. The appraisers have considered
                                   the historical performance of the subject,
                                   the amount of unleased space in the
                                   competitive market and planned new
                                   construction in the projection of vacancy
                                   over the holding period. The DCF analysis
                                   assumes competent and professional management
                                   of the property at the previously cited
                                   market rental rates.

SUBJECT OCCUPANCY:                 See Analysis of Expenses for details and 
                                   analysis
            Current Occupancy:     98%
            Stabilized Vacancy:    5% (local shop space only)

GENERAL OCCUPANCY TRENDS:
            Property Type:         Neighborhood shopping center

            Submarket:              98.8%
            Submarket Years Supply: Equilibrium

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                                          DISCOUNTED CASH FLOW ANALYSIS, CONT'D.
================================================================================

TENANT TURNOVER:

     VACANCY AT TURNOVER:          4 months
     PROBABILITY OF RENEWAL:       75%

     SPECIAL EXISTING TENANT
          TURNOVER SITUATIONS:     None

OPERATING EXPENSES
 PROFORMA YEAR 1:                  $0.99/SF

APPRECIATION:                      As in the market rental rate appreciation
                                   analysis, the appraiser must consider
                                   historical and forecasted CPI data and
                                   investors perceptions.

            CPI DATA:              See Rent Appreciation analysis
INVESTOR SURVEYS:
         Source:                   Korpacz Real Estate Investor Survey;
                                   Second Quarter 1997
         Property Type:            National Strip Shopping Center Market
         Expense Appreciation
          Range:

                                   --------------------------------------
                                   KEY INDICATORS       CURRENT QUARTER
                                   --------------------------------------

                                   EXPENSE CHANGE RATE

                                   Range                0.00%     5.00%

                                   Average                    3.58%

DCF EXPENSE APPRECIATION
 FORECAST:
  Years 1-3:                       3.00%
  Years 4-11:                      4.00%

      COMMENTS/ANALYSIS: The investor survey expense change data actually
reflects a stratified expense appreciation segregated into a low rate in the
early years and higher rate in later years. For the subject property, the
expense appreciation is anticipated to be highly similar to the general
inflation rate and similar to the income appreciation.

LEASING COMMISSIONS:
            ANALYSIS:              Leasing commissions are charged when any
                                   given lease renews or if a new lease is
                                   signed for vacant or vacated tenant space.
                                   The leasing commission for new leases is
                                   different than renewal leases. As existing
                                   leases roll over, the discounted cash flow
                                   applies a blended or weighted average of the
                                   two

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                                          DISCOUNTED CASH FLOW ANALYSIS, CONT'D.
================================================================================

                                   leasing commissions based on the probability
                                   of renewal/vacating. Charged as capital
                                   expense below NOI.

                                   SUBJECT BROKER & OUTSIDE BROKER: The new
                                   tenant commission is based on a typical 4%
                                   commission when the only broker involved in
                                   the transaction is the subject's leasing
                                   agent. When an outside broker is utilized,
                                   the total commission is typically 6% with 4%
                                   paid to the outside broker and 2% to the
                                   subject broker. Discussions with brokers
                                   indicated a 50% probability of an outside
                                   broker involvement is reasonable. The
                                   following table presents the calculations of
                                   the leasing commissions utilized in the
                                   discounted cash flow.

DCF LEASING COMMISSIONS CALCULATIONS

- --------------------------------------------------------------------------------
NEW LEASE RATE CALCULATIONS
- --------------------------------------------------------------------------------

                                                               WEIGHTED
                          % COMM.            PROBABILITY           RATE

w/ Outside Broker           6.00%     x           50%       =     3.00%

No Outside Broker           4.00%     x           50%       =     2.00%

COMPOSITE RATE                                                    5.00%


DCF LEASING COMMISSION
CALCULATIONS

New Lease Rate              5.00%     x           25%       =     1.25%

Renewal Lease Rate          2.00%     x           75%       =     1.50%

BLENDED LEASING RATE                                              2.75%

TENANT IMPROVEMENTS/RETROFIT (TI'S):

            ANALYSIS:              As vacant space is leased and existing tenant
                                   space rolls over, the landlord incurs a
                                   capital expense for tenant improvements.
                                   Different TI's/SF can be expected for two
                                   types of events - 1) renewal of existing
                                   tenant and 2) existing vacant or vacated
                                   lease space by a tenant The table presented
                                   below indicates the TI's/SF for the two
                                   events and the blended rate charged in the
                                   discounted cash flow.

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                                          DISCOUNTED CASH FLOW ANALYSIS, CONT'D.
================================================================================

DCF TENANT IMPROVEMENT CALCULATIONS

- --------------------------------------------------------------------------------
BLENDED TI CALCULATIONS
- --------------------------------------------------------------------------------
                                                             WEIGHTED
ROLLOVER EVENT            TI'S/SF         PROBABILITY            $/SF

Vacate                      $3.00     x       25%         =     $0.75

Renewal                     $1.00     x       75%         =     $0.75
                                                                -----
BLENDED TI'S/SF                                                 $1.50

REVERSION:
            DESCRIPTION:           Income-producing properties typically provide
                                   two types of financial benefits - periodic
                                   income and the future value obtained from
                                   sale of the property or reversion of the
                                   property interest at the end of the holding
                                   period. In the case of the subject, the
                                   appraisers have projected the reversion as
                                   the proceeds of resale, or the net difference
                                   between the transaction price and any selling
                                   expenses, which may include brokerage
                                   commissions, legal fees, title policies,
                                   surveys, fix-up costs and the like. The
                                   reversion value is calculated by applying an
                                   overall rate to the 11th year's NOI.

            ANALYSIS:              The reversion overall rate is typically
                                   higher than the going-in overall rate to
                                   reflect higher risk associated with a
                                   forecast in the extended future and to
                                   reflect the older age of the property. A
                                   review of the overall capitalization rates
                                   provided by the investor surveys cited
                                   previously indicated that terminal
                                   capitalization rates are typically projected
                                   at 50 to 100 basis points higher than the
                                   going-in cap rates. The typical reversion
                                   rate for a property with similar quality
                                   investment characteristics as the subject
                                   would be 50 basis points higher because of
                                   its current age.

         ESTIMATED REVERSION OAR:  10.50%

         REVERSION SALES COSTS:    4%

YIELD OR DISCOUNT RATE:

            DESCRIPTION:           The selection of the appropriate rate
                                   requires the verification and interpretation
                                   of the attitudes and expectations of market
                                   participants including buyers, sellers,
                                   advisers and brokers. Although the

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                                          DISCOUNTED CASH FLOW ANALYSIS, CONT'D.
================================================================================

                                   actual yield on an investment cannot be
                                   calculated until the investment is sold, an
                                   investor may set a target yield for the
                                   investment before or during ownership.
                                   Historical yield rates derived from
                                   comparable sales may be relevant, but they
                                   reflect past, not future, benefits perceived
                                   by the investor and are not reliable
                                   indicators of current yield. Therefore, the
                                   selection of yield rates for discounting cash
                                   flows should focus on the prospective or
                                   forecast yield rates anticipated by typical
                                   buyers and sellers.

                                   The appropriate yield or discount rate is
                                   based upon a combination of factors and
                                   considerations. These include current
                                   mortgage interest rate levels, yield rates on
                                   government and corporate bonds, the
                                   anticipated rate of future inflation; the
                                   management, risk and illiquidity aspects of
                                   the subject property; and the expressed
                                   objectives of major investors in investment
                                   properties. Because of the importance of the
                                   proper selection of a yield rate in the DCF,
                                   the appraisers have attempted to estimate the
                                   rate by two independent techniques as
                                   follows:

BUILD-UP METHOD

            INTRODUCTION:          It is generally accepted that all investments
                                   are predicated on the expectation of
                                   receiving a return on capital that represents
                                   the time value of money with an appropriate
                                   adjustment for perceived risk. In the
                                   build-up method the appraisers attempt to
                                   recognize the premiums attached to the yield
                                   rate of a real estate investment compared to
                                   a safer, more liquid and marketable
                                   investment. The minimum rate of return for
                                   invested capital is sometimes referred to as
                                   the "safe" or "riskless" rate. Theoretically,
                                   the difference between the yield rate applied
                                   to real estate and the safe rate may be
                                   considered a premium to compensate the
                                   investor for risk, anticipated inflation, the
                                   burden of management, and the illiquidity of
                                   invested capital.

            SAFE RATE:             The safe rate used in this analysis is
                                   considered the yield applicable to government
                                   securities for a comparable term as the
                                   subject investment.

          ILLIQUIDITY & 
           MARKETABILITY PREMIUMS: There are several hypothetical measurements
                                   for the add on premiums for illiquidity and
                                   risk, such

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                                          DISCOUNTED CASH FLOW ANALYSIS, CONT'D.
================================================================================

                                   as comparison of corporate bonds to
                                   government bonds. In our analysis, the
                                   premium for illiquidity and marketability is
                                   measured by the difference in yield rates
                                   depicted by government bonds and long term
                                   real estate mortgages. The more subjective
                                   adjustment for risk is based on this
                                   appraiser's interpretation of market
                                   expectations for this property type.

                                   ILLIQUIDITY & MARKETABILITY CALCULATION

                                   =============================================
                                   Long-Term Mortgage Rates(1)         8.00%
                                   ---------------------------------------------
                                   10-Year Treasuries(1)               6.50%
                                   ---------------------------------------------
                                   Spread (Premium for illiquidity &
                                    marketability)                     1.50%
                                   =============================================

                                   (1) SEE ANALYSIS OF DIRECT CAPITALIZATION,
                                   SUBJECT'S POTENTIAL MORTGAGE TERMS FOR
                                   ANALYSIS AND DETAILS.

                                   The lender's return reflects less risk on the
                                   loan capital as compared to the total
                                   investment in a property because of the
                                   cushion provided in the loan-to-value ratio.
                                   The lower risk position is considered to best
                                   reflect illiquidity and marketability.

RISK:                              As a correlation, the risk of the overall
                                   capital investment, above and beyond the safe
                                   rate and illiquidity and marketability
                                   premium, should be at or higher than the
                                   spread presented in the previous chart. Given
                                   the subject's age and quality of investment,
                                   the risk premium should be higher than the
                                   illiquidity and marketability risk.

CONCLUDED RISK
 PREMIUM:                          3.00%

BUILD-UP METHOD CALCULATION

                                   Safe Rate - 10 Yr. Treasuries        6.50%

                                   Plus: Premium for Illiquidity and
                                   Marketability                        1.50%

                                   Plus: Premium for Risk               3.00%
                                                                        -----

                                     Indicated Discount Rate           11.00%
                                     Rounded,                          11.00%
                                                                       ======

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                                          DISCOUNTED CASH FLOW ANALYSIS, CONT'D.
================================================================================

INVESTOR SURVEY:

   INTRODUCTION:                   The appraisers reviewed the investor surveys
                                   provided by P.F. Korpacz. This is a
                                   nationally recognized research company that
                                   provide ex ante return expectations or goals
                                   of investors contemplating acquisitions of
                                   real estate. This survey provides a timely
                                   insight into the yields, return criteria, and
                                   risk adjustments of national/institutional
                                   investors when making acquisition decisions.
                                   The general parameters depicted by the data
                                   are provided as follows:

   Source:                         Korpacz Real Estate Investor Survey; Second 
                                   Quarter 1997
   Property Type:                  National Strip Shopping Center Market
   IRR Range:

                                   ---------------------------------------------
                                   KEY INDICATORS        CURRENT QUARTER
                                   ---------------------------------------------

                                   FREE & CLEAR IRR

                                   Range                10.00%      14.00%

                                   Average                    11.55%

    ANALYSIS:                      The subject does not fit the parameters of
                                   investment grade property, particularly
                                   considering that the property value is well
                                   below the typical $10,000,000 to $20,000,000
                                   value range for properties desired by
                                   institutional investors. Therefore, the
                                   subject property's discount rate should be at
                                   the middle to upper middle of the range.

INVESTOR SURVEY DISCOUNT RATE
   CONCLUSION:                     11.50%

DISCOUNT RATE
   RECONCILIATION:                 The appraisers have given nearly equal weight
                                   to the two techniques above in selecting the
                                   appropriate discount rate for the appraised
                                   property with least weight placed on the
                                   build-up method. Also considered in the
                                   analysis was the age and construction quality
                                   of the subject, the current occupancy,
                                   quality of tenants and the economic
                                   constraints of the submarket in which it
                                   competes.

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                                          DISCOUNTED CASH FLOW ANALYSIS, CONT'D.
================================================================================

      DISCOUNT RATE
        CONCLUSION:                11.50%

      The following discounted cash flow analysis is the summary of the
individual tenant's income and the forecasted expenses to be incurred over the
holding period. The individual lease analysis and discounted cash flow program
generated assumptions and forecasts are presented in the Addenda section of this
report.

      The reader is directed to the Discounted Cash Flow Analysis located on the
following pages.

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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 127
<PAGE>

                                                    DISCOUNTED CASH FLOW SUMMARY
================================================================================

Software       :ARGUS Ver. 7.0.01
File           :Brownsvl
Property Type  :Retail
Portfolio      :Merrill Lynch Mortgage Capital

                         Brownsville Place Shopping Ctr
                          110 - 128 Dupree Avenue/SR-76
                          Brownsville, Tennessee 38012
                        SCHEDULE OF PROSPECTIVE CASH FLOW
           In Inflated Dollars for the Fiscal Year beginning 8/1/1997

<TABLE>
<CAPTION>
                                    Year 1      Year 2     Year 3     Year 4     Year 5      Year 6     Year 7    Year 8    Year 9 
For the Years Ending              Jul-1998    Jul-1999   Jul-2000   Jul-2001   Jul-2002    Jul-2003   Jul-2004  Jul-2005  Jul-2006 
                                  --------    --------   --------   --------   --------    --------   --------  --------  -------- 
<S>                               <C>         <C>        <C>        <C>        <C>         <C>        <C>       <C>       <C>      
POTENTIAL GROSS REVENUE
 Base Rental Revenue              $356,823    $371,920   $374,740   $379,214   $382,576    $393,978   $400,499  $413,067  $417,589 
 Absorption & Turnover Vacancy      (8,725)                (6,512)               (4,360)     (7,011)    (6,143)   (1,533)   (5,101)
                                  --------    --------   --------   --------   --------    --------   --------  --------  -------- 
 Scheduled Base Rental Revenue     348,098     371,920    368,228    379,214    378,216     386,967    394,356   411,534   412,488 

Expense Reimbursement Revenue
 Management Fee:                     1,672         688        270
 Real Estate Taxes:                 31,997      33,375     34,115     35,757     36,991      38,350     39,904    41,744    43,277 
 Property Insurance:                 3,791       3,955      4,041      4,237      4,382       4,543      4,725     4,945     5,125 
 CAM - Common Area Maintenance      15,163      15,816     16,166     16,945     17,530      18,174     18,911    19,783    20,508 
 Reserves:                           1,640         948        606
                                  --------    --------   --------   --------   --------    --------   --------  --------  -------- 
Total Reimbursement Revenue         54,263      54,782     55,198     56,939     58,903      61,067     63,540    66,472    68,910 
                                  --------    --------   --------   --------   --------    --------   --------  --------  -------- 
TOTAL POTENTIAL GROSS REVENUE      402,361     426,702    423,426    436,153    437,119     448,034    457,896   478,006   481,398 
 General Vacancy                      (776)    (10,226)    (3,814)   (10,563)    (6,388)     (4,330)    (5,560)  (10,853)   (7,538)
                                  --------    --------   --------   --------   --------    --------   --------  --------  -------- 
EFFECTIVE GROSS REVENUE            401,585     416,476    419,612    425,590    430,731     443,704    452,336   467,153   473,860 
                                  --------    --------   --------   --------   --------    --------   --------  --------  -------- 
OPERATING EXPENSES
 Management Fee:                    16,063      16,659     16,784     17,024     17,229      17,748     18,093    18,686    18,954 
 Real Estate Taxes:                 32,397      33,369     34,370     35,745     37,175      38,662     40,208    41,816    43,489 
 Property Insurance:                 3,838       3,953      4,072      4,235      4,404       4,580      4,763     4,954     5,152 
 CAM - Common Area Maintenance:     15,352      15,813     16,287     16,939     17,616      18,321     19,054    19,816    20,609 
 Reserves:                           7,676       7,906      8,144      8,469      8,808       9,161      9,527     9,908    10,304 
 Administration:                       768         791        814        847        881         916        953       991     1,030 
                                  --------    --------   --------   --------   --------    --------   --------  --------  -------- 
TOTAL OPERATING EXPENSES            76,094      78,491     80,471     83,259     86,113      89,388     92,598    96,171    99,538 
                                  --------    --------   --------   --------   --------    --------   --------  --------  -------- 
NET OPERATING INCOME               325,491     337,985    339,141    342,331    344,618     354,316    359,738   370,982   374,322 
                                  --------    --------   --------   --------   --------    --------   --------  --------  -------- 
LEASING & CAPITAL COSTS
 Tenant Improvements                12,600       4,635     14,641                 8,261      13,962      7,819     9,680     9,665 
 Leasing Commissions                 9,537       3,229      9,011                 5,756      10,633      4,833     5,937     6,733 
                                  --------    --------   --------   --------   --------    --------   --------  --------  -------- 
TOTAL LEASING & CAPITAL COSTS       22,137       7,864     23,652                14,017      24,595     12,652    15,617    16,398 
                                  --------    --------   --------   --------   --------    --------   --------  --------  -------- 
CASH FLOW BEFORE DEBT SERVICE     
 & INCOME TAX                     $303,354    $330,121   $315,489   $342,331   $330,601    $329,721   $347,086  $355,365  $357,924 
                                  ========    ========   ========   ========   ========    ========   ========  ========  ======== 

<CAPTION>
                                  Year 10    Year 11
For the Years Ending             Jul-2007   Jul-2008
                                 --------   --------
<S>                              <C>        <C>     
POTENTIAL GROSS REVENUE
 Base Rental Revenue             $428,069   $433,214
 Absorption & Turnover Vacancy     (3,316)    (9,365)
                                 --------   --------
 Scheduled Base Rental Revenue    424,753    423,849

Expense Reimbursement Revenue
 Management Fee:                
 Real Estate Taxes:                45,100     46,588
 Property Insurance:                5,342      5,518
 CAM - Common Area Maintenance     21,374     22,077
 Reserves:                      
                                 --------   --------
Total Reimbursement Revenue        71,816     74,183
                                 --------   --------
TOTAL POTENTIAL GROSS REVENUE     496,569    498,032
 General Vacancy                   (9,893)    (4,116)
                                 --------   --------
EFFECTIVE GROSS REVENUE           486,676    493,916
                                 --------   --------
OPERATING EXPENSES
 Management Fee:                   19,467     19,757
 Real Estate Taxes:                45,229     47,038
 Property Insurance:                5,358      5,573
 CAM - Common Area Maintenance:    21,433     22,290
 Reserves:                         10,717     11,145
 Administration:                    1,072      1,115
                                 --------   --------
TOTAL OPERATING EXPENSES          103,276    106,918
                                 --------   --------
NET OPERATING INCOME              383,400    386,998
                                 --------   --------
LEASING & CAPITAL COSTS
 Tenant Improvements                6,282     16,988
 Leasing Commissions                4,377     12,218
                                 --------   --------
TOTAL LEASING & CAPITAL COSTS      10,659     29,206
                                 --------   --------
CASH FLOW BEFORE DEBT SERVICE   
 & INCOME TAX                    $372,741   $357,792
                                 ========   ========
</TABLE>

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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 128
<PAGE>

                                          DISCOUNTED CASH FLOW REVERSION SUMMARY
================================================================================

Software       :ARGUS Ver. 7.0.01
File           :Brownsvl
Property Type  :Retail
Portfolio      :Merrill Lynch Mortgage Capital

                         Brownsville Place Shopping Ctr
                          110 - 128 Dupree Avenue/SR-76
                          Brownsville, Tennessee 38012
                           PROSPECTIVE PROPERTY RESALE

<TABLE>
<CAPTION>
                                Year 1     Year 2    Year 3    Year 4    Year 5    Year 6    Year 7    Year 8    Year 9     Year 10
For the Years Ending          Jul-1998   Jul-1999  Jul-2000  Jul-2001  Jul-2002  Jul-2003  Jul-2004  Jul-2005  Jul-2006    Jul-2007
                              --------   --------  --------  --------  --------  --------  --------  --------  --------  ----------
<S>                           <C>        <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
RESALE AMOUNT
 Gross Proceeds from Sale                                                                                                $3,685,695
 Commissions & Other Costs                                                                                                 (147,428)
                              --------   --------  --------  --------  --------  --------  --------  --------  --------  ----------
NET PROCEEDS FROM SALE                                                                                                   $3,538,267
                              ========   ========  ========  ========  ========  ========  ========  ========  ========  ==========
</TABLE>

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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 129
<PAGE>

                                              DISCOUNTED CASH FLOW VALUE SUMMARY
================================================================================

Software       :ARGUS Ver. 7.0.01
File           :Brownsvl
Property Type  :Retail
Portfolio      :Merrill Lynch Mortgage Capital

                         Brownsville Place Shopping Ctr
                          110 - 128 Dupree Avenue/SR-76
                          Brownsville, Tennessee 38012
                            PROSPECTIVE PRESENT VALUE
               Cash Flow Before Debt Service plus Property Resale
   Discounted Annually (End-point on Cash Flow & Resale) over a 10-Year Period

<TABLE>
<CAPTION>
                    Discounted    Discounted Resale    Total       Total       Cash Flow      Resale
   For the           Cash Flow       @ 10.50% Cap    Discounted    Value     Contribution   Contribution
Discount Rates      Before Debt       Before Debt      Value      per SqFt    Before Debt    Before Debt
- --------------      -----------   -----------------  ----------   --------   ------------   ------------
    <S>              <C>               <C>           <C>            <C>          <C>           <C>   
    11.50%           $1,920,745        $1,191,357    $3,112,102     $40.54       61.72%        38.28%
</TABLE>

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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 130
<PAGE>

                                 INCOME CAPITALIZATION APPROACH - RECONCILIATION
================================================================================

INTRODUCTION

      The direct capitalization and discounted cash flow analysis are the two
most frequently utilized methods in appraisal practice. The Direct
Capitalization Method represents the more traditional method and the Discounted
Cash Flow Analysis Method is the more current for investment grade property.

DIRECT CAPITALIZATION        $3,250,000

      The Direct Capitalization Method utilized stabilized gross income based on
existing lease income (if any) and vacant lease space at market rates.
Appropriate deductions from the gross income, including vacancy & credit loss
and expenses, were analyzed and supported from available data. The resulting net
operating income was capitalized based on an overall rate derived from
comparable sales presented in the Sales Comparison Approach.

DISCOUNTED CASH FLOW         $3,112,000

      The Discounted Cash Flow model takes into account the actual cash flows
that will result from the current leases (if any) as well as the future income
to the property based on current and expected future market rental rates. The
analysis also recognizes current investor perceptions of future appreciation
rates and economic factors as well as current investors' required rates of
return on invested capital. This technique is particularly useful in valuing
investment grade, multi-tenant, and/or properties with below stabilized
occupancies. The discounted cash flow analysis is less reliable for
owner-occupied properties and small income properties which are typically
purchased by less sophisticated buyers.

RECONCILIATION

VALUE ESTIMATE SUMMARY BY METHOD:
            DIRECT CAPITALIZATION:                            $3,250,000
            DISCOUNTED CASH FLOW ANALYSIS:                    $3,112,000
               VARIANCE:                                           4.43%

      The two methods utilized indicated a relatively narrow value range and are
generally supportive of each other. The subject's investment grade quality is
good with the most probable buyer being a sophisticated regional or national
investor. Recent investor trends reflect a tendancy of investors to focus on the
direct capitalization approach while utilizing the discounted cash flow for
additional support. In addition, a sufficient number of recent sales of similar
properties is available to derive an overall capitalization rate. Thus, most
consideration is given the direct capitalization approach.

      Therefore, the estimated value of the subject property by the income
capitalization approach, as of August 14, 1997, as follows:

VALUE INDICATED BY THE INCOME CAPITALIZATION APPROACH         $3,250,000

            Implied OAR:          10.00%

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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 131
<PAGE>

                                         CORRELATION AND FINAL ESTIMATE OF VALUE
================================================================================

INTRODUCTION:

      The three indications utilized in the appraisal of the subject property
falls within an acceptable range. In the final analysis, the strengths and
weaknesses of each approach must be considered and most weight must be given to
the approach or approaches with the greatest quantity and quality of supporting
data. Since market value is being sought, all three approaches rely heavily upon
supporting data from the marketplace.

COST APPROACH:                     $3,260,000

GENERAL DESCRIPTION:               The cost approach is most applicable when a
                                   property is new or proposed and represents
                                   the highest and best use of the site. Land
                                   values are documented in the marketplace and
                                   cost estimates are readily supported. The
                                   inherent weakness of this approach is that it
                                   gives no consideration to the
                                   income-producing capability of a property.

ANALYSIS:                          Given the age of the subject property,
                                   estimation of remaining economic life is
                                   difficult.

WEIGHTED CONSIDERATION:            Limited

SALES COMPARISON APPROACH:         $3,225,000

GENERAL DESCRIPTION:               The sales comparison approach is utilized in
                                   the valuation of the subject. The appraisal
                                   utilizes the best available and verifiable
                                   neighborhood shopping center property sales
                                   located in the southeastern region of the
                                   country. This approach utilized two methods
                                   to estimate a value range for the subject -
                                   1) sales price per square foot and 2) the
                                   gross income multiplier (GIM). The adjusted
                                   selling price per square foot of building
                                   area and GIM of each comparable is utilized
                                   in comparison to the subject property. After
                                   appropriate adjustments, these sales were
                                   generally similar to the subject in quality,
                                   design, location and age.

ANALYSIS:                          A sufficient quantity and quality of
                                   comparable sales was available to compare to
                                   the subject. Since the subject's most
                                   probable buyer is a regional operator, this
                                   approach is considered most reflective of a
                                   regional or nationally owned neighborhood
                                   shopping centers.

WEIGHTED CONSIDERATION:            Significant

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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 132
<PAGE>

                                CORRELATION AND FINAL ESTIMATE OF VALUE, CONT'D.
================================================================================

INCOME CAPITALIZATION APPROACH:    $3,250,000

GENERAL DESCRIPTION:               The income capitalization approach involved
                                   the analysis of the existing rent as compared
                                   with market rent for the subject space.
                                   Additionally, a stabilized operating
                                   statement was developed. The net operating
                                   income was capitalized by the appropriate
                                   capitalization rate which was derived by
                                   sales comparison.

ANALYSIS:                          A sufficient quantity and quality of
                                   comparable rental and sale data was available
                                   to compare to the subject. Since the
                                   subject's most probable buyer is a regional
                                   or national operator, this approach is
                                   considered most reflective of a regional or
                                   nationally owned neighborhood shopping
                                   centers this is considered a reasonable
                                   method of estimating value.

WEIGHTED CONSIDERATION:            Significant

SUMMARY OF VALUE INDICATIONS

  COST APPROACH                                      $3,260,000
  SALES COMPARISON APPROACH                          $3,225,000
  INCOME CAPITALIZATION APPROACH                     $3,250,000

FINAL CONCLUSIONS OF VALUE

      In view of the previous analyses, the most weight has been placed on the
sales comparison approach, specifically the adjusted sales price per square foot
method, and income capitalization approach. The cost approach value indication
is supportive of the other two approaches. Thus, the market value of the subject
property, contingent to the Assumptions and Limiting Conditions presented
herein, as of August 14, 1997, is estimated to be:

                THREE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS
                                  ($3,250,000)

MARKETING PERIOD

ANALYSIS:                          The appraisers are required to clearly state
                                   the estimated marketing period required for
                                   the sale of the subject property. As
                                   discussed in the Highest and Best Use
                                   Analysis, the subject property is generally
                                   well suited as a neighborhood shopping center
                                   property. The property is located in a
                                   developed retail area with average income
                                   demographics for Haywood County surrounding
                                   the commercial neighborhood. Occupancies in
                                   the

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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 133
<PAGE>

                                CORRELATION AND FINAL ESTIMATE OF VALUE, CONT'D.
================================================================================

                                   area are in excess of 98%. As evidenced in
                                   the sales comparison approach, several
                                   transactions have occurred within the past 12
                                   months indicating buyer interest in the
                                   subject property type.

CONCLUSION:                        Based on discussions with local brokers and
                                   other market evidence, it is the appraisers'
                                   opinion that an approximate 12 month period
                                   of time would be required to sell the
                                   property, if subjected to a typical marketing
                                   program and if the property were listed at a
                                   price based on the conclusion of value
                                   presented above.

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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 134
<PAGE>

                                                          CERTIFICATION OF VALUE
================================================================================

We certify that, to the best of our knowledge and belief,...

1.    The statements of fact contained in this report are true and correct.

2.    The reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions, and are our personal,
      unbiased professional analyses, opinions, and conclusions.

3.    We have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved.

4.    Our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of subsequent event.

5.    Our analyses, opinions, and conclusions were developed, and this report
      has been prepared, in conformity with the Uniform Standards of
      Professional Appraisal Practice published by the Appraisal Foundation and
      the Standards of Professional Practice of the Appraisal Institute.

6.    The use of this report is subject to the requirements of the Appraisal
      Institute relating to review by its duly authorized representatives.

7.    As of the appraisal date, James E. Lamb, MAI, has completed the
      requirements of the continuing education program of the Appraisal
      Institute.

8.    Craig A. Johnson made a personal inspection of the property that is the
      subject of this report. James E. Lamb, MAI did not inspect the subject
      property.

9.    No one provided significant professional assistance to the person(s)
      signing this report.

10.   This appraisal assignment was not based on a requested minimum valuation,
      a specific valuation, or the approval of a loan.

11.   The market value of the leased fee interest in the subject property,
      subject to the Assumptions and Limiting Conditions stated herein, as of
      August 14, 1997 is estimated to be:

                THREE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS
                                  ($3,250,000)

/s/ James E. Lamb                              /s/ Craig A. Johnson
James E. Lamb, MAI                             Craig A. Johnson
Review Appraiser                               Associate Appraiser
State Certified General                        State Certified General 
  Real Estate Appraiser                          Real Estate Appraiser
Licensee #CG-557                               Licensee #CG-1200

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 135
<PAGE>
                                                       SUMMARY OF QUALIFICATIONS
                                                              JAMES E. LAMB, MAI
================================================================================

EDUCATION

Attended the University of North Alabama, Fall 1977 through Spring 1979.
Graduate of the University of Mississippi, BBA Banking and Finance, May, 1981;
MBA Finance, August, 1982.

PROFESSIONAL AFFILIATIONS

The Appraisal Institute, The Volunteer State Chapter; MAI Designation -
Certification No. 8254. Continuing education completion status - through
December 31, 1997

The National Association of Realtors, Member; local affiliation - Nashville
Board of Realtors.

STATE CERTIFICATIONS

State of Tennessee Certified General Real Estate Appraiser - Licensee #CG-557
State of Georgia Certified General Real Property Appraiser - Licensee #005801

ACCREDITED APPRAISAL COURSES
            THE APPRAISAL INSTITUTE:

            Course      101   Introduction to Appraising Real Property
            Course      1A-1  Real Estate Appraisal Principles
            Course      1A-2  Basic Valuation Procedures
            Course      1B-A  Capitalization Theory and Techniques, Part A
            Course      1B-B  Capitalization Theory and Techniques, Part B
            Course      2-1   Case Studies In Real Estate Valuation
            Course      2-2   Valuation Analysis and Report Writing
            Course            Standard of Professional Practice, Part A
            Course            Standard of Professional Practice, Part B
            Seminar           Hazardous Materials in Real Property
            Seminar           Persuasive Styles in Narrative Report
                              Writing
            Seminar           Advanced Income Capitalization Overview

            OTHER

            Real Estate Principles
            Real Estate Finance
            Commercial and Investment Real Estate
            Project Seminar

PROFESSIONAL EXCHANGE TO FOREIGN COUNTRIES

Participated as a delegate of People to People International's Citizen
Ambassador Program - Real Estate Delegation to Russia and Lithuania.
Discussions focused on the privatization of real estate in these countries
as they converted real estate ownership

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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 136
<PAGE>

                                                       SUMMARY OF QUALIFICATIONS
                                                              JAMES E. LAMB, MAI
================================================================================

from the government to the private sector. Issues specific to this process
included real estate law fundamentals, real estate tax issues, real estate
valuation and attracting foreign real estate investment.

PROFESSIONAL EXPERIENCE

Appraisal experience includes retail, industrial, office, multi-family,
mixed-use land developments and special-purpose properties. Special-purpose
property assignments include hotels, manufacturing facilities, restaurants,
right-of-ways and retirement facilities. Appraisals have been utilized for
mortgage loans, eminent domain, feasibility analyses, gift and estate tax, and
corporate management decisions.

EXPERT WITNESS

Qualified as an expert witness in several real estate court cases. Court
appearances have been in Middle Tennessee, East Tennessee and West Tennessee
federal bankruptcy courts. Also, Mr. Lamb has qualified as an expert in federal
bankruptcy court in Pennsylvania (Philadelphia) and Georgia (Atlanta).

Mr. Lamb has appeared before an Administrative Judge for the State of Tennessee
State Board of Equalization.

EMPLOYMENT HISTORY

Currently employed with Huber & Lamb Appraisal Group, Inc., and is a principle
in the company. Mr. Lamb is the principle in charge of the commercial real
estate division of the company and is the managing partner of the firm.

Previously employed as Vice President and primary MAI with Dengel, Lamb & Huber
prior to purchasing the assets and operations of DLH in October 1991.

Previously employed by a Dallas, Texas appraisal firm from March 1983 through
June 1987 as a staff appraiser.

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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 137
<PAGE>

                                                                    APPRAISAL OF
                                           THE BROWNSVILLE PLACE SHOPPING CENTER
                                                       ASSUMING A PORTFOLIO SALE
================================================================================




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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 138
<PAGE>

                                                                 INTRODUCTION TO
                                           PORTFOLIO SALE MARKET VALUE ESTIMATES
================================================================================

INTRODUCTION

      This analysis is presented in a brief format in order that descriptions
and analysis is not replicated from the previous section representing the
appraisal report of the total shopping center. The following analysis relies
heavily on the data and analysis previously presented and must remain a part of
the total shopping center appraisal report to be fully understood by the reader.

      In addition to the appraisal of the subject previous market value
estimate, the client has requested a value estimate assuming the subject
property is part of a defined portfolio sale of 18 retail properties included in
the client's loan package. Since all 18 properties are in the client's loan
package, the portfolio valuation assumption requested is reasonable,
particularly in assisting the client in the underwriting process. A summary of
the 18 properties is provided as an exhibit to this report section.

      The reader should note that Huber & Lamb has only completed appraisals on
seven of the properties, which include the following:

      1. Brownsville Plaza
      2. Hollywood Video, Paducah, KY
      3. Delchamps Plaza
      4. Chicot Crossing
      5. One Main Place
      6. Eckerds, Franklin, TN
      7. Hollywood Video/Jiffy Lube, Franklin, TN

      The appraiser has been provided the rentrolls for the remaining 11
properties. Since the appraiser has not appraised or inspected the remaining 11
properties, it must be assumed that these 11 properties are at least the same
general quality of investment as the six properties appraised by Huber & Lamb.
We have had discussions with the appraiser of the remaining 11 properties, which
tends to support this assumption.

      The only reliable technique and approach to value is considered to be the
direct capitalization approach of the income capitalization approach to value.
This is the only approach that can adequately address the financial issues
involved in the specialized value requested.

FACTORS EFFECTING PORTFOLIO VALUATIONS

      The appraisers have had numerous conversations with institutional lenders,
brokers and retail investors to determine if a portfolio purchase could have an
effect on individual property overall rates as compared to the individual,
non-portfolio sales of similar properties. The question presented to each was
"Does a portfolio purchase have an effect on the overall rate as compared to
individual property transactions?" The surveyed individuals Included the
following:

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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 139
<PAGE>
                                            PORTFOLIO SALE MARKET VALUE ESTIMATE

Institutional Lenders:             Prudential Insurance, Vice President of
                                   Comptrollers and Valuation, Newark, NJ office

                                   New York Life, Regional Appraiser - Southeast
                                   Region

Broker:                            Cushman & Wakefield, Atlanta - broker
                                   specializing in shopping center sales and
                                   portfolio transactions

Investor:                          Highwoods REIT, Vice President - primarily
                                   office and industrial investor in the
                                   southeast region of the US

                                   Itochu International, New York Office Vice
                                   President - Japanese investor representative
                                   and consultant with significant background in
                                   portfolio investments and consultations

      The following summary of general factors effecting portfolio valuations
represent the general consensus of the people surveyed.

      1.    Geographic Dispersion

            Portfolios with properties in the same geographical region are
            preferred. However, for retail portfolios, dispersion in various
            locations within the region is preferred to spread out the potential
            risks of swings in local economies and retail markets.

      2.    Quality of Properties in the Portfolio

            The people surveyed indicated this factor can have a significant
            effect on the portfolio valuation. If all properties are low
            quality, riskier properties, the portfolio overall rates could very
            well be higher than the overall rate for individual property sales.
            However, if the quality of properties is good (i.e., well anchored
            centers with 10+ year remaining terms, age, location within their
            markets), the portfolio overall rate will be positively effected as
            compared to the overall rate for individual property sales.

      3.    Total Dollar of Portfolio Investment

            Assuming favorable geographic dispersion and quality of properties,
            the total dollar amount of the portfolio investment must be large
            enough to attract investors that would be willing to pay a premium
            for overall investment. Those surveyed respondents that indicated a
            dollar amount indicated the total portfolio investment would
            probably have to exceed $25 million.

      All of the respondents generally indicated that their opinions are based
on the current market conditions. One gave the example that the same scenario
approximately five years ago, during a real estate recession, would probably
yield a discount on value (i.e., a higher overall rate). However, current and
recent market conditions over the past two years have been very strong.

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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 140
<PAGE>

                                            PORTFOLIO SALE MARKET VALUE ESTIMATE
================================================================================

      SUBJECT PORTFOLIO CONCLUSIONS: The general portfolio was described to each
person surveyed including type of shopping center, general locations, percentage
of anchor, remaining term of anchors and potential minimum of total dollar
investment for the 18 property portfolio. All of the persons surveyed indicated
that based on the information provided, the subject portfolio appears to be a
good quality investment portfolio based on the primary criteria previously
described.

SURVEYED RESPONDENTS INDICATION OF PORTFOLIO EFFECT ON THE OAR

      The respondents all tended to agree that, based upon the description of
the subject portfolio, the overall rate of a portfolio purchase should have a
positive effect as compared to the individual property overall rates. The
institutional lender respondents tended to be more vague in their responses. The
two respondents that appeared to have the most experience in this matter and
provided more detailed responses were the Cushman & Wakefield broker and the
Itochu investor/consultant. The most active portfolio buyers are currently Real
Estate Investment Trusts (REITs); however, other national investor types such as
pension funds, life companies and foreign investors are also active in portfolio
purchases. The following summarizes their individual assessments.

CUSHMAN & WAKEFIELD BROKER:        The broker discussed potential effects on the
                                   overall rate in a broad and somewhat vague
                                   ranges. He indicated this was intentional
                                   because so many factors must be considered.
                                   One important factor is the motivation of the
                                   buyer.

                                   The broker indicated very generally that a
                                   portfolio purchase can definitely have a 25
                                   basis point positive effect (i.e., reduction)
                                   on overall rates. If the portfolio ranks well
                                   in the quality of properties category
                                   previously discussed, it is the brokers
                                   opinion that the reduction in overall rate
                                   range is 50 basis points to about 100 basis
                                   points.

ITOCHU INVESTOR/CONSULTANT:        A true portfolio analysis truly consolidates
                                   the cash flows of all properties in the
                                   portfolio into one cash flow analysis. The
                                   consolidated cash flow analysis should
                                   probably yield an annual cash flow
                                   appreciation of 2% to 4%. This will
                                   accommodate the analysis of a true internal
                                   rate of return for the overall portfolio in
                                   total.

                                   The investor would be looking for a true
                                   internal rate of return of approximately 20%
                                   to 25%. Based on the description of the
                                   subject portfolio, a 20% internal rate of
                                   return would be the most probable targeted
                                   rate. The analysis should be based upon a
                                   hypothetical "loan" at an interest rate
                                   reflective of alternative cost of funds. This
                                   could be either 130(plus or minus) basis
                                   points above 10 year treasuries or 175(plus
                                   or minus) basis points above LIBOR.

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(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 141
<PAGE>

                                            PORTFOLIO SALE MARKET VALUE ESTIMATE
================================================================================

                                   Based on the respondents experience, this
                                   will probably have an approximate 50(plus or
                                   minus) to 100(plus or minus) basis point
                                   reduction in the overall rate as compared to
                                   individual property overall rates.

                                   Since the appraisers did not appraise all 18
                                   properties in the subject portfolio, we have
                                   applied these criteria to the individual
                                   subject property cash flow. The implied
                                   alternative cost of funds, or hypothetical
                                   interest rate range equates to 7% to 7.5% and
                                   the hypothetical loan was derived based upon
                                   a 1.15 debt coverage ratio. This discounted
                                   cash flow analysis values under these two
                                   scenarios ranged from 8.76% to 9.09%. This
                                   compares to the original individual property
                                   sale valuation overall rate of 10.00%. Thus,
                                   a 100 basis point reduction appears to be
                                   justified.

CONCLUSION

      Obviously, it is difficult to utilize matched pairs comparison to
determine the effect of portfolio investments on the overall rate because it can
be highly subjective what the overall rate should have been assuming properties
sold on an individual basis. Therefore, the appraiser had to rely on the
opinions of real estate professionals experienced in this type of transaction.
All persons surveyed suggested that a portfolio similar in quality to the
subject portfolio should generate a lower overall rate than the overall rate
assuming the properties sold individually. The two most reliable sources tended
to suggest ranges of a 50+ to 100(plus or minus) basis point lower overall rate
on a portfolio sale. Only one source provided a solid mathematical calculation
to estimate the overall rate range. Based on the previous analysis, the most
probable effect on the subject's overall rate is a 100 basis point reduction of
the original individual property sale valuation overall rate of 10.00%, or
9.00%.

      The Stabilized Operating Statement net operating income utilized in the
following calculation is the same as the original net operating income presented
earlier in this report.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 142
<PAGE>

                                            PORTFOLIO SALE MARKET VALUE ESTIMATE
================================================================================

                             ESTIMATED SUBJECT VALUE
                            ASSUMING A PORTFOLIO SALE

================================================================================
             NOI          /      OAR        =         Value Estimate
- --------------------------------------------------------------------------------
          $324,972        /     9.00%       =           $3,610,794
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Portfolio Sale Value Estimate                           $3,610,000
================================================================================

FINAL CONCLUSIONS OF ASSUMED PORTFOLIO SALE VALUE

      In view of the previous analyses, the market value of the subject
property, contingent to the Assumptions and Limiting Conditions presented
herein, and particularly assuming the subject is part of a sale of the defined
portfolio of properties, as of August 14, 1997, is estimated to be $3,610,000.

      SPECIAL LIMITING CONDITION: The reader is reminded that the a true
portfolio valuation typically derives a value estimate based on the combined
cash flows of all properties within the portfolio. The total value estimate is
sometimes allocated to individual properties within the portfolio and sometimes
not allocated. As a result, portfolio valuation can have varying effects on
individual property values within the portfolio to a minor degree in a positive
or negative direction. The estimated subject portfolio sale value represents the
most probable overall effect on the subject property value, within reasonable
parameters, and in conjunction with the overall portfolio, given the information
available and stated herein.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 143
<PAGE>

                                            PORTFOLIO SALE MARKET VALUE ESTIMATE
================================================================================

NOM SHOPPING CENTER PORTFOLIO SUMMARY

<TABLE>
<CAPTION>
                                                                                                                 Years
Name                     Location         Size (GLA)      Anchor    Anchor Size (GLA)     % Anchor  Expiration  Remaining
- ----                     --------         ----------      ------    -----------------     --------  ----------  ---------
<S>                      <C>                <C>           <C>            <C>               <C>       <C>          <C>    <C>  
Brownsville Place        Brownsville, TN     76,762       Wal-Mart        54,962            71.6%     4/17/10      13      54962

Greenbrier Station       Anniston, AL        62,540       Winn Dixie      44,900            71.8%     1/28/17      20
                                                          Revco Drugs      9,240            14.8%     1/31/12      15
                                                                           -----            ---- 
                                                          Total Anchor    54,140            86.6%                          54140

59 West                  Bessemer, AL        95,591       Winn Dixie      44,090            46.1%    07/31/16
                                                          Drugs For Less  18,000            18.8%     8/31/11
                                                                          ------            ---- 
                                                          Total Anchor    62,090            65.0%                          62090

Clanton Marketplace      Clanton, AL         57,150       Winn Dixie      35,000            61.2%     3/10/13      16
                                                          Harco Drugs      8,450            14.8%     3/20/06       9
                                                                           -----            ---- 
                                                          Total Anchor    43,450            76.0%                          43450

Betts Crossing           Opelika, AL         58,400       Winn Dixie      44,000            75.3%     12/1/16      19      44000

Opp Marketplace          Opp, AL             25,350       B.C. Moore      16,900            66.7%      8/2/06       9
                                                          Harco            8,450            33.3%    11/15/08      11
                                                                           -----            ---- 
                                                          Total Anchor    25,350           100.0%                          25350

Russell Crossing         Phenix City, GA     72,312       Winn Dixie      45,500            62.9%     12/7/08      11
                                                          Big B Drugs      9,000            12.4%    11/28/03       6
                                                                           -----            ---- 
                                                                          54,500            75.4%                          54500

Parker Shopping Center   Pensacola, FL       68,680       Winn Dixie      44,000            64.1%     6/25/17      20
                                                          Scotty's        19,880            28.9%     2/28/06       9
                                                                          ------            ---- 
                                                                          63,880            93.0%                          63880

The Y                    Panama City,        64,848       Winn Dixie      46,422            71.6%    11/30/14      17
                                                          Eckerd Drugs    10,354            16.0%     7/28/09      12
                                                                          ------            ---- 
                                                                          56,776            87.6%                          56776

29 North                 Pensacola           58,040       Winn Dixie      44,000            75.8%    11/30/17      20
                                                          Big B            9,240            15.9%    11/30/12      15
                                                                           -----            ---- 
                                                                          53,240            91.7%                          53240

Nine Mile Plaza          Pensacola          191,787       Winn Dixie      46,372            24.2%    08/29/06       9
                                                          Eckerds          8,640             4.5%    09/30/05       8
                                                          TJX             78,000            40.7%    10/31/12      15
                                                                          ------            ---- 
                                                                         133,012            69.4%                         133012

Hollywood Video          Paducah, KY          7,488       Hollywood        7,488           100.0%    09/26/12      15
                                                          Video

Mandeville Marketplace   Mandeville, LA      77,785       Winn Dixie      53,986            69.4%     9/30/16      19
                                                          FNBC            10,500            13.5%     9/11/03       6
                                                                          ------            ---- 
                                                                          64,486            82.9%                          64486

Delchamps Plaza          Long Beach, MS      62,859       Delchamps       35,059            55.8%     7/31/09      12
                                                          Big B Drugs      9,000            14.3%     7/31/99       2
                                                                           -----            ---- 
                                                                          44,059            70.1%                          44059

Chicot Crossing          Pascagoula, MS     122,360       Winn Dixie      47,300            38.7%     3/24/16      19
                                                          Harco           10,125             8.3%     1/31/11      14
                                                          Goody's         27,435            22.4%     3/31/06       9
                                                                          ------            ---- 
                                                                          84,860            69.4%                          84860

One Main Place           Pascagoula, MS      68,566       Brunos (Food     4,802            69.7%     4/30/13      16
                                                          World)
                                                          Big B/Revco     10,064            14.7%     8/31/05       8
                                                                          ------            ---- 
                                                                          57,866            84.4%                          57866

Hollywood Video/Jiffy    Franklin, TN         9,305       Hollywood        7,488            80.5%     8/31/12      15
Lu                                                        Video
                                                          Jiffy Lube       1,817            19.5%     8/31/05      20
                                                                           -----            ---- 
                                                                           9,305           100.0%                           9305

Eckerd                   Franklin, TN        10,908       Eckerd          10,908           100.0%    11/30/17      20      10908
                                             ------                       ------           ----- 

Total Portfolio GLA                       1,190,731                      916,884            77.0%                  13    916,884

No. of Properties                                18
</TABLE>

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 144
<PAGE>

                                         CERTIFICATION OF VALUE - PORTFOLIO SALE
================================================================================

We certify that, to the best of our knowledge and belief,...

1.    The statements of fact contained in this report are true and correct.

2.    The reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions, and are our personal,
      unbiased professional analyses, opinions, and conclusions.

3.    We have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved.

4.    Our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of subsequent event.

5.    Our analyses, opinions, and conclusions were developed, and this report
      has been prepared, in conformity with the Uniform Standards of
      Professional Appraisal Practice published by the Appraisal Foundation and
      the Standards of Professional Practice of the Appraisal Institute.

6.    The use of this report is subject to the requirements of the Appraisal
      Institute relating to review by its duly authorized representatives.

7.    As of the appraisal date, James E. Lamb, MAI, has completed the
      requirements of the continuing education program of the Appraisal
      Institute.

8.    Craig A. Johnson made a personal inspection of the property that is the
      subject of this report. James E. Lamb, MAI did not inspect the subject
      property.

9.    No one provided significant professional assistance to the person(s)
      signing this report.

10.   This appraisal assignment was not based on a requested minimum valuation,
      a specific valuation, or the approval of a loan.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 145
<PAGE>

                                                 CERTIFICATION OF VALUE, CONT'D.
================================================================================

11.   MARKET VALUE OF SHOPPING CENTER ASSUMING PORTFOLIO SALE

      The market value of the leased fee interest in the subject property,
      subject to the Assumptions and Limiting Conditions stated herein,
      particularly assuming the subject is sold as part of the 18 property
      portfolio described in the attached report, as of August 14, 1997 is
      estimated to be:

                 THREE MILLION SIX HUNDRED TEN THOUSAND DOLLARS
                                  ($3,610,000)


/s/ James E. Lamb                                 /s/ Craig A. Johnson

James E. Lamb, MAI                                Craig A. Johnson
Review Appraiser                                  Associate Appraiser
State Certified General                           State Certified General 
  Real Estate Appraiser                             Real Estate Appraiser
Licensee #CG-557 (Tennessee)
         Licensee #CG-1200

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 146
<PAGE>

                                                       SUMMARY OF QUALIFICATIONS
                                                              JAMES E. LAMB, MAI
================================================================================

EDUCATION

Attended the University of North Alabama, Fall 1977 through Spring 1979.
Graduate of the University of Mississippi, BBA Banking and Finance, May, 1981;
MBA Finance, August, 1982.

PROFESSIONAL AFFILIATIONS

The Appraisal Institute, The Volunteer State Chapter; MAI Designation -
Certification No. 8254. Continuing education completion status - through
December 31, 1997

The National Association of Realtors, Member; local affiliation - Nashville
Board of Realtors.

STATE CERTIFICATIONS

State of Tennessee Certified General Real Estate Appraiser - Licensee #CG-557

ACCREDITED APPRAISAL COURSES
     THE APPRAISAL INSTITUTE:

       Course    101    Introduction to Appraising Real Property
       Course    1A-1   Real Estate Appraisal Principles
       Course    1A-2   Basic Valuation Procedures
       Course    1B-A   Capitalization Theory and Techniques, Part A
       Course    1B-B   Capitalization Theory and Techniques, Part B
       Course    2-1    Case Studies In Real Estate Valuation
       Course    2-2    Valuation Analysis and Report Writing
       Course           Standard of Professional Practice, Part A
       Course           Standard of Professional Practice, Part B
       Seminar          Hazardous Materials in Real Property
       Seminar          Persuasive Styles in Narrative Report Writing
       Seminar          Advanced Income Capitalization Overview

     OTHER

       Real Estate Principles
       Real Estate Finance
       Commercial and Investment Real Estate
       Project Seminar

PROFESSIONAL EXCHANGE TO FOREIGN COUNTRIES

Participated as a delegate of People to People International's Citizen
Ambassador Program - Real Estate Delegation to Russia and Lithuania.
Discussions focused on the privatization of real estate in these countries
as they converted real estate ownership from the government to the private
sector. Issues specific to this process included real estate law
fundamentals, real estate tax issues, real estate valuation and attracting
foreign real estate investment.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 146
<PAGE>
                                                       SUMMARY OF QUALIFICATIONS
                                                              JAMES E. LAMB, MAI
================================================================================

PROFESSIONAL EXPERIENCE

Appraisal experience includes retail, industrial, office, multi-family,
mixed-use land developments and special-purpose properties. Special-purpose
property assignments include hotels, manufacturing facilities, restaurants,
right-of-ways and retirement facilities. Appraisals have been utilized for
mortgage loans, eminent domain, feasibility analyses, gift and estate tax,
and corporate management decisions.

EXPERT WITNESS

Qualified as an expert witness in several real estate court cases. Court
appearances have been in Middle Tennessee, East Tennessee and West Tennessee
federal bankruptcy courts. Also, Mr. Lamb has qualified as an expert in
federal bankruptcy court in Pennsylvania (Philadelphia) and Georgia
(Atlanta).

Mr. Lamb has appeared before an Administrative Judge for the State of
Tennessee State Board of Equalization.

EMPLOYMENT HISTORY

Currently employed with Huber & Lamb Appraisal Group, Inc., and is a
principle in the company. Mr. Lamb is the principle in charge of the
commercial real estate division of the company and is the managing partner
of the firm.

Previously employed as Vice President and primary MAI with Dengel, Lamb &
Huber prior to purchasing the assets and operations of DLH in October 1991.

Previously employed by Crosson Dannis, Inc., a Dallas, Texas appraisal firm
from March 1983 through June 1987 as a staff appraiser.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 147
<PAGE>

                                                       SUMMARY OF QUALIFICATIONS
                                                                CRAIG A. JOHNSON
================================================================================

EDUCATION

Attended Lincoln Land Community College of Springfield, Illinois 1973 through
1975

PROFESSIONAL AFFILIATIONS

     International Association of Assessing Officers
     Certified Illinois Assessing Officer
     Registered Agent with the Tennessee State Board of Equalization
     Licensed Certified General Appraiser with the Tennessee State Board of
       Real Estate Appraisers
     Institute of Property Taxation

     State of Tennessee Certified General Real Estate Appraiser - Licensee
     #CG-1200

APPRAISAL COURSES

     INTERNATIONAL ASSOCIATION OF ASSESSING OFFICERS:
        Fundamentals of Real Property Appraisal
        Income Approach Valuation
        Development and Analysis of Narrative Appraisal Reports
        Assessment Administration
        Valuation of Machinery and Equipment

     APPRAISAL INSTITUTE
        Capitalization Theory and Techniques, Part A
        Industrial Valuation
        Standards of Professional Practice, Part A

     ILLINOIS PROPERTY ASSESSMENT INSTITUTE
        I-A  Rural and Residential Workshop (1978)
        I-A  Rural and Residential Workshop (1980)
        Basic Assessment Practices
        Masters-Cost, Market & Income Approaches to Value
        Assessment Procedures and the Law
        Adventures in Appraising & Real Estate Investment Analysis

PROFESSIONAL EXPERIENCE

Currently employed with Huber & Lamb Appraisal Group, Inc. as an Associate
Appraiser.

Appraisal experience includes industrial, agricultural, multi-family,
hotel/motel, urban renewal and special properties in 33 states throughout the
nation. Appraisals have been utilized in tax assessment and tax consultation,
loan application, relocation, urban renewal, legal purposes and condemnation.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 148
<PAGE>

                                               SUMMARY OF QUALIFICATIONS, CONT'D
                                                                CRAIG A. JOHNSON
- --------------------------------------------------------------------------------

EXPERT WITNESS

Qualified as an expert witness in several real estate court cases. Court
appearances have been in Middle Tennessee federal bankruptcy court.

EMPLOYMENT HISTORY SUMMARY

Hollingsworth Group, Inc., in Nashville, Tennessee as an Executive Vice
President, specializing in running daily operations of appraisal, real and
personal property tax consulting firm.

Property Assessment Advisers, Inc., in Chicago, Illinois as a Tax Consultant,
specializing in personal and real property taxes, appeals, filing returns and
negotiating reductions.

DuCharme, McMillen & Associates, Inc., in Fort Wayne, Indiana as a Senior
Staff Appraiser specializing in commercial and industrial narrative
appraisals.

Charles R. Johnson, MAI, in Springfield, Illinois as an Associate Appraiser
specializing in residential and commercial narrative appraisals.

Illinois Department of Revenue, in Springfield Illinois as Staff Appraiser
specializing in commercial and industrial narrative appraisals.

Sangamon County Supervisor of Assessments Office, in Springfield, Illinois
specializing in real estate appraisals.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 149
<PAGE>

                                              SUMMARY OF QUALIFICATIONS, CONT'D.
                                                                CRAIG A. JOHNSON
- --------------------------------------------------------------------------------

[GRAPHICS OMITTED]
                      APPRAISER                                                 
                      
                      NAME:    CRAIG ALAN JOHNSON
                      
                      ADDRESS: 109 WESTPARK DRIVE SUITE 320 BRENTWOOD, TN  37027
                      
                      LICENSING STATE: TENNESSEE
                      
                      LICENSE NUMBER: CC-1200
                      
                      SIGNATURE OF APPRAISER
                      
- --------------------------------------------------------------------------------


(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 150
<PAGE>

                                                                         ADDENDA
================================================================================

CONTENTS

Exhibit 1                 Engagement Letter
Exhibit 2                 Subject Legal Metes & Bounds Description
Exhibit 3                 Discounted Cash Flow Supporting Schedules
Exhibit 4                 Historical & Supporting Operating Statement Data
Exhibit 5                 Insurance Valuation

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


(C)1997 Huber & Lamb Appraisal Group, Inc.                              Page 151
<PAGE>

                                                                       Exhibit 1
                                                               Engagement Letter
- --------------------------------------------------------------------------------

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


(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

July 31, 1997                                                             NEWTON
                                                                         OLDACRE
VIA FEDERAL EXPRESS                                                     MCDONALD

Mr. Jimmy Lamb
HUBER & LAMB
109 Westpark Drive, Suite 320
Brentwood,TN 37027

Re: New Appraisals

Dear Mr. Lamb,

Per Tom Newton's request, enclosed please find the information you have
requested on the following centers:

      Brownsville Place
      Brownsville, TN

      Chicot Crossing
      Pascagoula, MS

      Delchamps Plaza
      Long Beach, MS

      One Main Place
      Moss Point, MS

Attached to this letter is a listing of the exact items included as well as
an additional Federal Express tube containing drawings. The financial
information will not be available until the first of next week due to our
Controller being on vacation.

If you are in need of any additional information, please feel free to give
me a call.

Sincerely,

/s/ Terry C. Templeton

Terry C. Templeton
                                                 Newton Oldacre McDonald, L.L.C.
                                                          P. O. Box 680176 36068
TCT:slw                                              250 Washington Street 36067
                                                             Prattville, Alabama
enclosure                                                         (334) 361-8500
                                                              FAX (334) 365-4183
<PAGE>                                   

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
                             NEWTON OLDACRE MCDONALD
- ------------------------------------------------------------------------------------------------------------
                               APPRAISAL CHECKLIST
- ------------------------------------------------------------------------------------------------------------
     CENTER        APPRAISER       NAME &    LEASES   TAX     INSURANCE  INCOME/   SURVEY   PLOT     ENVIRO.
- ------------------------------------------------------------------------------------------------------------
                                  ADDRESS             INFO      INFO     EXPENSE   /LEGAL   PLAN     ASSESS
- ------------------------------------------------------------------------------------------------------------
<S>                 <C>           <C>        <C>      <C>     <C>        <C>       <C>      <C>      <C>
Browsville Place    Huber & Lamb  X          X                                     X        X          X
                                                                                                   
- ------------------------------------------------------------------------------------------------------------
Chicot Crossing     Huber & Lamb  X          X                                     No       X          X
- ------------------------------------------------------------------------------------------------------------
Delchamps Plaza     Huber & Lamb  X          X                                     No       X        Can't
                                                                                                     Find
- ------------------------------------------------------------------------------------------------------------
One Main Place      Huber & Lamb  X          X                                     X                   X
- ------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                                                       EXHIBIT 2
                                        SUBJECT LEGAL METES & BOUNDS DESCRIPTION
- --------------------------------------------------------------------------------

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


(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                                                       EXHIBIT A
                             SURVEYOR'S DESCRIPTION

                                TOTAL LAND PARCEL

Being a parcel of land in the City of Brownsville, Seventh Civil District,
Haywood County, Tennessee, located in the southeasterly quadrant of the
intersection of U. S. Highway 70 and Dupree Avenue (Highway 76, By-Pass) and
being more particularly described as follows:

BEGINNING at the point of intersection of the southerly margin of
       U.S. Highway 70 and the easterly margin of Dupree Avenue;

THENCE, with said southerly margin with a curve to the left
       616.20 feet to a point, said curve having a central angle of
       03 degrees 04' 03", a radius of l1,509,l6 feet, a tangent of
       308.17 feet and a chord of N 85 degrees 49' 22" E, 616.12 feet;

THENCE, leaving said margin with the westerly line of property
       conveyed to Edith Holt by will of record in Will Book "K",
       Page 247, R.O.H.C., and a portion of the westerly line of
       property conveyed to Garnett Bond by will of record in
       Will Book "I", Page 60, R.O.H.C., S 03 degrees 58' 54" W,
       1,767.65 feet to a fence corner post;

THENCE, with a northerly line of said Bond property N 850 degrees 26' 45"
       W,258.40 feet to a fence corner post;

THENCE, continuing with said line N 87 degrees 55' 42" W, 194.27 feet to a
       point in the easterly margin of Dupree Avenue;

THENCE, with said easterly margin, the following calls:

       N 00 degree  19' W, 356.21 feet to a broken  right-of-way monument;

       N 07 degrees 43' W, 301.05 feet to a right-of-way monument;

       N 01 degree 54' E, 546.30 feet to a right-of-way monument;

       N 08 degrees 50' W, 150.37 feet to a right-of-way monument;

       N 06 degrees 38' 59" E, 179.14 feet to a right-of-way monument;

       N 59 degrees 59' W, 28.71 feet to a right-of-way monument;

       N 04 degrees 23' E, 150.00 feet to the point of beginning;

Containing 928,271 square feet or 21.31 acres, more or less.

Barge, Waggoner, Sumner and Cannon
File 11049-01
June 13, 1989
jdes/sd. 11049


                                                            Int. /s/ [ILLEGIBLE]
                                                                 ---------------


                                                            Int. /s/ [ILLEGIBLE]
                                                                 ---------------


                                                            Int. /s/ [ILLEGIBLE]
                                                                 ---------------
<PAGE>

                                                                       EXHIBIT 3
                                       DISCOUNTED CASH FLOW SUPPORTING SCHEDULES
- --------------------------------------------------------------------------------

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


(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

Software      : ARGUS Ver. 7.0.01                                      : 9/9/
File          : Brownsvl                                         Time  : 4:57 pm
Property Type : Retail                                           Ref#  : AAA
Portfolio     : Merrill Lynch Mortgage Capital                   Page  : 2

                         Brownsville Place Shopping Ctr
                          110 - 128 Dupree Avenue/SR-76
                          Brownsville, Tennessee 38012
                    SCHEDULE OF EXPENSE REIMBURSEMENT REVENUE
    Fiscal Year Reimbursable Operating Expenses Adjusted for Actual Occupancy

<TABLE>
<CAPTION>
                                   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9  Year 10   Year 11
For the Years Ending             Jul-1998 Jul-1999 Jul-2000 Jul-2001 Jul-2002 Jul-2003 Jul-2004 Jul-2005 Jul-2006 Jul-2007  Jul-2008
                                 -------  -------  -------  -------  -------  -------  -------  -------  -------  --------  --------
<S>                              <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>       <C>     
REIMBURSABLE EXPENSES
 Management Fee:                 $16,083  $16,659  $16,784  $17,024  $17,229  $17,748  $18,093  $18,686  $18,954  $ 19,467  $ 19,757
 Real Estate Taxes:               32,397   33,369   34,370   35,745   37,175   38,662   40,208   41,816   43,489    45,229    47,038
 Property Insurance:               3,838    3,953    4,072    4,235    4,404    4,580    4,763    4,954    5,152     5,358     5,573
 CAM - Common Area Maintenance:   15,352   15,813   16,287   16,939   17,616   18,321   19,054   19,816   20,609    21,433    22,290
 Reserves:                         7,676    7,906    8,144    8,469    8,808    9,161    9,527    9,908   10,304    10,717    11,145
                                 -------  -------  -------  -------  -------  -------  -------  -------  -------  --------  --------
TOTAL REIMBURSABLE EXPENSES      $75,326  $77,700  $79,657  $82,412  $85,232  $88,472  $91,645  $95,180  $98,508  $102,204  $105,803
                                 =======  =======  =======  =======  =======  =======  =======  =======  =======  ========  ========
</TABLE>

               Calendar Year Reimbursable Operating Expenses used
                         for Reimbursement Calculations

<TABLE>
<CAPTION>
For the Years Ending             Dec-1997 Dec-1998 Dec-1999 Dec-2000 Dec-2001 Dec-2002 Dec-2003 Dec-2004 Dec-2005  Dec-2006 Dec-2007
                                 -------  -------  -------  -------  -------  -------  -------  -------  -------   -------  --------
<S>                              <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>       <C>     
REIMBURSABLE EXPENSES
 Management Fee:                 $15,733  $16,165  $16,751  $16,839  $17,111  $17,389  $18,024  $18,200  $18,860   $19,068  $ 19,772
 Real Estate Taxes:               31,773   32,802   33,786   34,943   36,341   37,794   39,306   40,878   42,513    44,214    45,982
 Property Insurance:               3,773    3,886    4,003    4,140    4,305    4,478    4,657    4,843    5,037     5,238     5,448
 CAM - Common Area Maintenance:   15,092   15,544   16,011   16,559   17,221   17,910   18,626   19,371   20,146    20,952    21,790
 Reserves:                         7,548    7,772    8,005    8,279    8,611    8,955    9,313    9,886   10,073    10,476    10,895
                                 -------  -------  -------  -------  -------  -------  -------  -------  -------   -------  --------
TOTAL REIMBURSABLE EXPENSES      $73,991  $76,169  $78,556  $80,760  $83,589  $86,526  $89,926  $92,978  $96,629   $99,948  $103,887
                                 =======  =======  =======  =======  =======  =======  =======  =======  =======   =======  ========
</TABLE>

          Resulting Fiscal Year Property Expense Reimbursement Revenue

<TABLE>
<CAPTION>
                                  Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10   Year 11
For the Years Ending            Jul-1998 Jul-1999 Jul-2000 Jul-2001 Jul-2002 Jul-2003 Jul-2004 Jul-2005 Jul-2006  Jul-2007  Jul-2008
                                 -------  -------  -------  -------  -------  -------  -------  -------  -------   -------  --------
<S>                              <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>       <C>     
EXPENSE REIMBURSEMENTS
 Management Fee:                 $ 1,672  $   688  $   270
 Real Estate Taxes:               31,997   33,375   34,115   35,757   36,991   38,350   39,904   41,744   43,277    45,100    46,588
 Property Insurance:               3,791    3,955    4,041    4,237    4,382    4,543    4,725    4,945    5,125     5,342     5,518
 CAM - Common Area Maintenance:   15,163   15,816   16,166   16,945   17,530   48,174   18,911   19,783   20,508    21,374    22,077
 Reserves:                         1,640      948      606                                                         
                                 -------  -------  -------  -------  -------  -------  -------  -------  -------   -------  --------
TOTAL EXPENSE REIMBURSEMENT      $54,263  $54,782  $55,198  $56,939  $58,903  $61,067  $63,540  $66,472  $68,910   $71,816  $ 74,183
                                 =======  =======  =======  =======  =======  =======  =======  =======  =======   =======  ========
</TABLE>

     Percentage of Reimbursable Expenses Collected as Expense Reimbursement

<TABLE>
<CAPTION>
                                  Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10   Year 11
For the Years Ending            Jul-1998 Jul-1999 Jul-2000 Jul-2001 Jul-2002 Jul-2003 Jul-2004 Jul-2005 Jul-2006  Jul-2007  Jul-2008
                                 -------  -------  -------  -------  -------  -------  -------  -------  -------   -------  --------
<S>                              <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>       <C>     
EXPENSE REIMBURSEMENTS
 Management Fee:                  10.41%    4.13%    1.61%
 Real Estate Taxes:               98.77%  100.02%   99.26%  100.03%   99.51%   99.19%   99.24%   99.83%   99.51%    99.71%    99.04%
 Property Insurance:              98.78%  100.05%   99.24%  100.05%   99.50%   99.19%   99.20%   99.82%   99.48%    99.70%    99.01%
 CAM - Common Area Maintenance:   98.77%  100.02%   99.26%  100.04%   99.51%   99.20%   99.25%   99.83%   99.51%    99.72%    99.04%
 Reserves:                        21.37%   11.99%    7.44%                                                        
                                 -------  -------  -------  -------  -------  -------  -------  -------  -------   -------  --------
TOTAL EXPENSE REIMBURSEMENT       72.04%   70.50%   69.29%   69.09%   69.11%   69.02%   69.33%   69.84%   69.95%    70.27%    70.11%
                                 =======  =======  =======  =======  =======  =======  =======  =======  =======   =======  ========
</TABLE>
<PAGE>

Softwate      : AR Ver. 7.0.01                                         : 9/9/97 
File          : Brownsvle                                         Time : 4:57 pm
Property Type : Retail                                            Ref# : AAA
Portfolio     : Merrill Lynch Mortgage Capital                    Page : 5
                                                    
                         Brownsville Place Shopping Ctr
                           110-128 Dupree Avenue/SR-76
                          Brownsville, Tennessee 38012
                             PROPERTY SUMMARY REPORT

TIMING & INFLATION
  Analysis Perieod:                August 1, 1997 to July 31, 2007; 10 years
  Inflation Method:                Fiscal
  General Inflation Rate:          3.00% for 2 years
                                   4.00% thereafter

PROPERTY SIZE & OCCUPANCY
  Property Size:                   76,762 Square Feet
  Alternate Size:                  1 Square Foot
  Number of rent roll tenants:     8
  Total Occupied Area:             76,762 Square Feet, 100.00%, during
                                   first month of analysis

SPACE ABSORPTION
  Retail - Vacant Space            1,200 Square Feet, leasing from 8/97 to 8,97
                                   1 lease per month, 1,200 SqFt per lease

GENERAL VACANCY
  Method:                          Percent of Revenue
  Excludes Tenant Group:           Anchors
  Amount:                          5.00%

PROPERTY PURCHASE & RESALE
  Purchase Price:                  -
  Resale Method:                   Capitalize Net Operating Income
  Cap Rate:                        10.50%
  Cap Year:                        Year 11
  Commission/Closing Cost:         4.00%
  Net Cash Flow from Sale:         $3,538,267

PRESENT VALUE DISCOUNTING
  Discount Method:                 Annually (End-point on Cash Flow & Resale)
  Unleveraged Discount Rate:       11.50%
  Unleveraged Present Value:       $3,112,102 at 11.50%
<PAGE>

File          : Brownsvl                                          Time : 4:57 pm
Property Type : Retail                                            Ref# : AAA
Portfolio     : Merrill Lynch Mortgage Capital                    Page : 1
                                                                       
                         Brownsville Place Shopping Ctr
                          110 - 128 Dupree Avenue/SR-76
                          Brownsville, Tennessee 38012
                                Input Assumptions

<TABLE>
<CAPTION>
PROPERTY DESCRIPTION                                         PROPERTY TIMING                            Area Measures
<S>                        <C>                                <C>                     <C>        <C>                    <C> 
 Name:                     Brownsville Place Shopping Ctr     Analysis Start Date:    8/97          Label               Area
 Address:                  110 - 128 Dupree Avenue/SR-76      First Year Ends:        7/98       ----------------------------
 City:                     Brownsville                        Years of Analysis:      10         Property Size          76762
 State:                    Tennessee                                                             Alt Prop. Size             1
 Zip:                      38012                                                                 Net Rentable           76762
 Portfolio:                Merrill Lynch Mortgage Capital
 Property Type:            Retail
</TABLE>

GENERAL INFLATION
 Inflation Method:         Fiscal
 Reimbursement Method:     Calendar reimbursement using fiscal inflation

<TABLE>
<CAPTION>
         Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8  Year 9   Year 10   Year 11   Year 12
<S>       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>     <C>       <C>       <C>       <C>
Rate:         0        3        3        4        4        4        4        4       4         4         4         4
</TABLE>

OVERALL INFLATION RATES

Miscellaneous Revenues Inflation

<TABLE>
<CAPTION>
         Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8  Year 9   Year 10   Year 11   Year 12
<S>       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>     <C>       <C>       <C>       <C>
Rate:         0        3        3        4        4        4        4        4       4         4         4         4
</TABLE>

REIMBURSABLE EXPENSES

<TABLE>
<CAPTION>
Name                           Acct Code       Amount  Units        Area               Frequency   % Fixed   Inflation   Ref Acct
- -----------------------------  ---------   ----------  --------     -------------      ---------   -------   ---------   --------
<S>                            <C>         <C>         <C>          <C>                <C>           <C>     <C>         <C>
Management Fee:                                     4  % of EGR
Real Estate Taxes:                         .422044762  $/Area       Property Size      /Year         100
Property Insurance:                              0.05  $/Area       Property Size      /Year         100
CAM - Common Area Maintenance                     0.2  $/Area       Property Size      /Year         100
Reserves:                                         0.1  $/Area       Property Size      /Year         100
Gross Up for Reimbursement: No                         
</TABLE>
                                                       
NON-REIMBURSABLE EXPENSES                              
                                                       
<TABLE>
<CAPTION>
Name                           Acct Code       Amount  Units        Area               Frequency   % Fixed   Inflation   Ref Acct 
- -----------------------------  ---------   ----------  --------     -------------      ---------   -------   ---------   --------
<S>                            <C>         <C>         <C>          <C>                <C>           <C>     <C>         <C>
Administration:                                 0.01   $/Area       Property Size      /Year         100
</TABLE>
                                                      
GENERAL VACANCY
 Option:             Percent of Revenue from all Tenants Except:    
 Percent Based on Revenue Minus Absorption and Turnover Vacancy: No
 Reduce General Vacancy Result by Absorption & Turnover Vacancy: Yes
 Rate:                    5
 Excluded Tenant Group:   Anchors

                            (continued on next page)
<PAGE>

File          : Brownsvl                                         Time :4:57 pm
Property Type : Retail                                           Ref# :AAA
Portfolio     : Merrill Lynch Mortgage Capital                   Page :2

                         Brownsville Place Shopping Ctr
                          110 - 128 Dupree Avenue/SR-76
                          Brownsville, Tennessee 38012
                                Input Assumptions
                         (continued from previous page)

RENT ROLL

<TABLE>
<CAPTION>
No.  Tenant Name/     Suite  Lease   Total    Start Term/  Base/Min  Unit of  Rent  Rtl    Reimburse-     Rent      Leasing    
     Description             Type    Area      Date Expir      Rent  Measure  Chng  Sls         ments     Abatemnt   Cost      
- ----------------------------------------------------------------------------------------------------------------------------
<C>  <S>              <C>    <C>     <C>       <C>  <C>      <C>    <C>       <C>   <C>   <C>             <C>       <C>   
1    Wal-Mart Store   1      Retail  54,962    3/90 4/10       3.35 $/SqFt/Yr             True Triple Net                     
2    Simply 6         2      Retail  3,000     4/95 5/00       7.75 $/SqFt/Yr             Triple-Net/Res.                     
3    Pic 'N Pay       3      Retail  3,000     2/95 3/00       7.75 $/SqFt/Yr             Triple-Net/Res.                     
4    Cato/Cato Plus   4      Retail  4,800    12/89 1/98          9 $/SqFt/Yr             Triple-Net/Res.                     
5    Beauty World     5      Retail  2,000     7/96 9/99     Detail                          Absolute Net                     
6    New Wave Hair    7      Retail  3,000     5/93 6/98        4.5 $/SqFt/Yr                Absolute Net                     
7    Movie Gallery    8      Retail  3,600     1/93 2/98          9 $/SqFt/Yr                Absolute Net                     
8    Steve Pinson     9      Retail  1,200     3/95 4/00          9 $/SqFt/Yr                Absolute Net                     
</TABLE>

No.  Tenant Name/    Market Leasing    Upon           Rnwl        More/     
     Description                       Expiration     Prob        Notes     
- ---  ------------    --------------    ----------     ----        -----     
                                                                            
1    Wal-Mart Store    Wal-Mart Store    Market                             
2    Simply 6          100' Bay Depth    Market                             
3    Pic 'N Pay        100' Bay Depth    Market                             
4    Cato/Cato Plus    80' Bay Depth/C   Market                             
5    Beauty World      Beauty World      Market                             
6    New Wave Hair     60' Bay Depth     Market                             
7    Movie Gallery     60' Bay Depth     Market                             
8    Steve Pinson      60' Bay Depth     Market

     Detail Base Rent
      Beauty World

Date          Amount   Unit
- ----          -----------------

7/96            6.75  $/SqFt/Yr
7/99               7  $/SqFt/Yr

SPACE ABSORPTION

<TABLE>
<CAPTION>
No. Space                    Lease     Total    Date     Begin    #/Size   Crte    Term/E   Base/Min     Unit of    Rent    Rtl     
    Description              Type      Area     Avail    Lsng     Leases   Less    xpir     Rent         Measure    Chng    Sls     
- ----------------------------------------------------------------------------------------------------------------------------
<C> <S>                      <C>       <C>      <C>      <C>      <C>      <C>     <C>      <C>          <C>        <C>     <C>
1   Retail - Vacant Space    Retail    1,200    8/97     8/97     1        Mon     4        9.5          $/SqFt/Yr             

<CAPTION>
No. Space                  Reimburse-        Rent        Lag     Market Leasing    Upon           Rnwl      Mre
    Description            ments             Abatemnt    Cst                       Expiration     Prob      Nts
- ----------------------------------------------------------------------------------------------------------------------------
<C> <S>                    <C>               <C>         <C>     <C>               <C>            <C>       <C>
1   Retail - Vacant Space  True Triple Ne                        60' Bay Depth     Market                      
</TABLE>

Tenant Groups

Group: Anchors
Wal-Mart Store              1

DETAILED REIMBURSEMENT METHODS

Category: Triple-Net/Res.

<TABLE>
<CAPTION>
Reimbursable         Reimbursement Method      Amount  Pro-     Area Measure   Area     Reimburse  
Expenses                                               rata                    Minimum  After      
- ------------         --------------------      ------  ----     ------------   ----     ---------  
<S>                  <C>                       <C>     <C>      <C>            <C>      <C>
Management Fee:      Not Reimbursed (Excluded
Real Estate Taxes:   Net (Pays Pro Rata Share)         Natural  Property Size                      
Property Insurance   Net (Pays Pro Rata Share)         Natural  Property Size                      
CAM - Common Area    Net (Pays Pro Rata Share)         Natural  Property Size                      
Reserves:            Net (Pays Pro Rata Share)         Natural  Property Size                      
Group                Not Available
</TABLE>

Reimbursable        Charge-   Reimb.    Min.    Reimb.  Max     % Rent
Expenses            able %    Minimum   Growth  Max     Growth  Offset
- ------------        -------   -------   ------  ------  ------  ------
Management Fee:                                                       
Real Estate Taxes:  100                                               
Property Insurance  100                                               
CAM - Common Area   100                                               
Reserves:           100                                               
Group               

Number of terms to apply method: 1
Gross Up Expenses: Global

                            (continued on next page)
<PAGE>

File          : Brownsvl                                          Time : 4:57 pm
Property Type : Retail                                            Ref# : AAA
Portfolio     : Merrill Lynch Mortgage Capital                    Page : 3
                                                                       
                         Brownsville Place Shopping Ctr
                          110 - 128 Dupree Avenue/SR-76
                          Brownsville, Tennessee 38012
                                Input Assumptions
                         (continued from previous page)

Category: Absolute Net

<TABLE>
<CAPTION>
Reimbursable        Reimbursement                       Pro-        Area        Area    Reimburse  
Expenses            Method                     Amount   rata       Measure     Minimum    After    
- ------------------  -------------              ------   ----       -------     -------  ---------  
<S>                 <C>                        <C>     <C>      <C>            <C>      <C>
Management Fee:     Net (Pays Pro Rata Share)          Natural  Property Size                      
Real Estate Taxes:  Net (Pays Pro Rata Share)          Natural  Property Size                      
Property Insurance  Net (Pays Pro Rata Share)          Natural  Property Size                      
CAM - Common Area   Net (Pays Pro Rata Share)          Natural  Property Size                      
Reserves:           Net (Pays Pro Rata Share)          Natural  Property Size                      
Group               Not Available
</TABLE>

Reimbursable        Charge-    Reimb.    Min.  Reimb.    Max   % Rent 
Expenses             able %   Minimum  Growth   Max    Growth   Offset
- ------------------  -------   -------  ------  ------  ------  -------
Management Fee:      100                                              
Real Estate Taxes:   100                                              
Property Insurance   100                                              
CAM - Common Area    100                                              
Reserves:            100                                              
Group               

Number of terms to apply method: 1
Gross up Expenses: Global

Category: True Triple Net

<TABLE>
<CAPTION>
Reimbursable        Reimbursement                       Pro-        Area        Area    Reimburse  
Expenses            Method                     Amount   rata       Measure     Minimum    After    
- ------------------  -------------              ------   ----       -------     -------  ---------  
<S>                 <C>                        <C>     <C>      <C>            <C>      <C>
Management Fee:     Not Reimbursed (Exclude)
Real Estate Taxes:  Net (Pays Pro Rata Share)          Natural  Property Size                                         
Property Insurance  Net (Pays Pro Rata Share)          Natural  Property Size                                         
CAM - Common Area   Net (Pays Pro Rata Share)          Natural  Property Size                                         
Reserves:           Not Reimbursed (Excluded)
Group               Not Available
</TABLE>

Reimbursable        Charge-    Reimb.    Min.  Reimb.    Max   % Rent 
Expenses             able %   Minimum  Growth   Max    Growth   Offset
- ------------------  -------   -------  ------  ------  ------  -------
Management Fee:      100 
Real Estate Taxes:   100 
Property Insurance   100 
CAM - Common Area   
Reserves:          
Group              

Number of terms to apply method: 1
Gross up Expenses: Global

MARKET LEASING ASSUMPTIONS

Category: Wal-Mart Store

                       New Market     Renewal Mkt    Term 2    Term 3   Term 4

 Renewal Probability                           75
 Market Rent                 3.35            3.35
 Months Vacant                  4               0
 Tenant Improvements         5.00            1.00
 Leasing Commissions            4               2
 Rent Abatements                0
NON-WEIGHTED ITEMS
 Rent Changes                  No
 Retail Sales                  No
 Reimbursements               Net
 Term Lengths                   5
<PAGE>

File          : Brownsvl                                          ??   :4:57 pm
Property Type : Retail                                            Ref# :AAA
Portfolio     : Merrill Lynch Mortgage Capital                    Page :4
                                                        
                         Brownsville Place Shopping Ctr
                          110 - 128 Dupree Avenue/SR-76
                          Brownsville, Tennessee 38012
                                Input Assumptions
                         (continued from previous page)

Category: 60' Bay Depth

                              New Market    Renewal Mkt  Term 2  Term 3  Term 4

 Renewal Probability                                75
 Market Rent                           9.50
 Months Vacant                            4          0
 Tenant Improvements                   3.00       1.00
 Leasing Commissions                      5          2
 Rent Abatements                          0
NON-WEIGHTED ITEMS
 Rent Changes                            No
 Retail Sales                            No
 Reimbursements             True Triple Net
 Term Lengths                             4

Category: 80' Bay Depth/C

                              New Market    Renewal Mkt  Term 2  Term 3  Term 4

 Renewal Probability                                75
 Market Rent                           8.00       9.00
 Months Vacant                            4          0
 Tenant Improvements                   3.00       1.00
 Leasing Commissions                      5          2
 Rent Abatements                          0
NON-WEIGHTED ITEMS
 Rent Changes                            No
 Retail Sales                            No
 Reimbursements             True Triple Net
 Term Lengths                             5

Category: Beauty World

                              New Market    Renewal Mkt  Term 2  Term 3  Term 4

 Renewal Probability                                75
 Market Rent                           7.13
 Months Vacant                            4          0
 Tenant Improvements                   3.00       1.00
 Leasing Commissions                      5          2
 Rent Abatements                          0
NON-WEIGHTED ITEMS
 Rent Changes                            No
 Retail Sales                            No
 Reimbursements             True Triple Net
 Term Lengths                             5

Category: 100' Bay Depth

                              New Market    Renewal Mkt  Term 2  Term 3  Term 4

 Renewal Probability                                75
 Market Rent                           8.00
 Months Vacant                            4          0
 Tenant Improvements                   3.00       1.00
 Leasing Commissions                      5          2
 Rent Abatements                          0
NON-WEIGHTED ITEMS
 Rent Changes                            No
 Retail Sales                            No
 Reimbursements             True Triple Net
 Term Lengths                             4

                            (continued on next page)
<PAGE>

File          : Brownsvl                                          ??   :4:57 pm
Property Type : Retail                                            Ref# :AAA
Portfolio     : Merrill Lynch Mortgage Capital                    Page :4

                         Brownsville Place Shopping Ctr
                          110 - 128 Dupree Avenue/SR-76
                          Brownsville, Tennessee 38012
                                Input Assumptions
                         (continued from previous page)

PROPERTY RESALE
Initial Purchase Price:     0
Option:                     Capitalize Net Operating Income
Cap Rate:                   0.105
Resale Commission (%):      4
Apply Rate to following year income: Yes
Calculate Resale for All Years: No

                PRESENT VALUE DISCOUNTING
                 Unleveraged Discount Range
                   Low Discount Rate:             11.5
                 Discount Method: Annually (End-point on Cash Flow & Resale)
<PAGE>

                                                                       EXHIBIT 4
                                HISTORICAL & SUPPORTING OPERATING STATEMENT DATA
- --------------------------------------------------------------------------------

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


(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                             BROWNSVILLE RENT ROLL                       5/14/97

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                    PERCENTAGE RENT                
- ----------------------------------------------------------------------------------------------------------------------------------
SHOP #      TENANT               SQ.FT.     GLA %   RENT PSF    BASE RENT    TERM       EXPIRATION       RATE        SALES BASE   
- ----------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                 <C>        <C>      <C>         <C>          <C>        <C>              <C>         <C>          
Anchor      Wal-Mart            54,962     71.6%    $   3.35    $  184,122   20         4/17/00          0.50%       $ 36,824,540 
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
1           Simply B             3,000      3.9%    $   7.75    $   23,250   5          5/31/00           4%         $    581,250 
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
2           Pic 'N Pay           3,000      3.9%    $   7.75    $   23,250   5           3/1/00           5%         $    455,000  
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
3           Cato/Cato Plus       4,000      6.3%    $   9.00    $   43,200   5          1/31/95           5%         $    840,000  
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
4           Beauty World         2,000      2.6%    $   6.75    $   13,500   3+         9/30/99                                
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
5           VACANT               1,200      1.6%    $   9.00    $   10,800                                                        
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
6,7,8       New Wave Hair Acad.  3,000      3.9%    $   4.50    $   13,500   5          6/30/98          n/a                      
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
9,10,11     Movie Gallery        3,000      4.7%    $   9.00    $   32,400   5          2/28/98          6           $    432,000  
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
12          Steve Pinson         1,200      1.6%    $   9.00    $   10,800   3          4/30/00                                   
- ----------------------------------------------------------------------------------------------------------------------------------

            TOTALS              76,762                          $  354,822
- ----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
                                                    REIMBURSABLES                        RENT  INCREASES    RENEWAL     OPTIONS   
- ----------------------------------------------------------------------------------------------------------------------------------
SHOP #      TENANT              TAXES     INSURANCE     CAM       MGMT FEE    RESERVE    DATE   AMOUNT      PERIODS     RATE/CAP  
- ----------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                 <C>       <C>           <C>       <C>         <C>        <C>    <C>         <C>          <C>
Anchor      Wal-Mart            yes       yes           yes       no          no                            6 for 5      same     
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
1           Simply B            yes       yes           yes       no          yes                           1 for 5      note     
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
2           Pic 'N Pay          yes       yes           yes       no          yes                           1 for 5      note     
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
3           Cato/Cato Plus      yes       yes           yes       no          yes                           3 for 5      note     
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
4           Beauty World        yes       yes           yes       yes         yes                                                 
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
5           VACANT                                                                                          1 for 5      note     
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
6,7,8       New Wave Hair Acad. note      note          note      note        note                          2 for 3      CPI      
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
9,10,11     Movie Gallery       yes       yes           yes       yes         yes                           1 for 5      CPI/none 
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
12          Steve Pinson        yes       yes           yes       yes         yes                                                 
- ----------------------------------------------------------------------------------------------------------------------------------
                                
            TOTALS              
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

- -------------------------------------------------------------
                                                    1996
 CENTER/LOCATION                               PROPERTY TAXES
 ---------------                               --------------
- -------------------------------------------------------------
                                                  1,742.45
- -------------------------------------------------------------
                                                 13,667.88
- -------------------------------------------------------------
                                                  1,111.68
- -------------------------------------------------------------
BROWNSVILLE PLACE                                34,371.84
- -------------------------------------------------------------
CHICOT CROSSING                                  51,973.74
- -------------------------------------------------------------
                                                 18,245.60
- -------------------------------------------------------------
DELCHAMPS PLAZA                                  52,875.84
- -------------------------------------------------------------
                                              purchased in '97
- -------------------------------------------------------------
                                                  2,080.65
- -------------------------------------------------------------
                                                 74,845.86
- -------------------------------------------------------------
                                                 86,305.47
- -------------------------------------------------------------
                                                 46,790.79
- -------------------------------------------------------------
OPP MARKETPLACE                                 7,177.70 (A)
- -------------------------------------------------------------
                                                 13,775.93
- -------------------------------------------------------------
                                                 44,606.36
- -------------------------------------------------------------
                                                 17,134.33
- -------------------------------------------------------------
(A) revised to exclude Winn-Dixie
- -------------------------------------------------------------
<PAGE>

                                                                          NEWTON
                                                                         OLDACRE
July 30, 1997                                                           MCDONALD

For the years 1996 and 1997, Newton Oldacre McDonald (NOM) properties have
been consolidated onto master policies for insurance coverage. The 1997
policies are held by The Travelers and The Fireman's Fund through Palomar
Insurance Agency in Montgomery, Alabama. All NOM properties subject to the
forthcoming appraisal are included in these two comprehensive policies
except Parker Center in Parker, Florida and an additional windstorm policy
which was purchased for The Wye Shopping Center in Panama City Beach,
Florida.

Since the final Fireman's Fund policy for 1997 is pending, included are
annual 1996 insurance premiums for those centers which were operating
throughout 1996. Property limits and coverages for these properties are
broken down in the following pages. Per our two master policies for 1997,
general liability limits per location are as follows:

                               Limits of Liability

General Aggregate                                                   $2,000,000
Products/Completed Operations                                       $2,000,000
Personal and Advertising Injury                                     $1,000,000
Each Occurrence                                                     $1,000,000
Fire Damage (Any One Fire)                                          $  300,000
Medical Expense (any One Person)                                    $    5,000

                                                  Newton Oldacre McDonald, L.L.C
                                                           P.O. Box 680176 36068
                                                     250 Washington Street 36067
                                                                  (334) 361-8500
                                                              FAX (334) 365-4183
<PAGE>

- --------------------------------------------------------------------------------
                                                        1996
- --------------------------------------------------------------------------------
CENTER/LOCATION                                      INSURANCE
- --------------------------------------------------------------------------------
                                                   ANNUAL PREMIUM
- --------------------------------------------------------------------------------
                                                 under construction
- --------------------------------------------------------------------------------
                                                  open August '96
- --------------------------------------------------------------------------------
                                                   open Dec. '96
- --------------------------------------------------------------------------------
BROWNSVILLE PLACE                                   3,764.13 (1)
- --------------------------------------------------------------------------------
CHICOT CROSSING                                       9,674.84
- --------------------------------------------------------------------------------
                                                      4,883.20
- --------------------------------------------------------------------------------
DELCHAMPS PLAZA                                       8,039.98
- --------------------------------------------------------------------------------
                                                 under construction
- --------------------------------------------------------------------------------
                                                   open Jan. '97
- --------------------------------------------------------------------------------
                                                     16,226.46
- --------------------------------------------------------------------------------
                                                   21,989.94 (2)
- --------------------------------------------------------------------------------
ONE MAIN PLACE                                        6,666.67
- --------------------------------------------------------------------------------
                                                      3,777.36
- --------------------------------------------------------------------------------
                                                     14,820.00
- --------------------------------------------------------------------------------
                                                      6,460.07
- --------------------------------------------------------------------------------
                                                   22,320.29 (3)
- --------------------------------------------------------------------------------
(1) does not include Wal-Mart (self-insured)
- --------------------------------------------------------------------------------
(2) plus $4,147.65 fire protection & parking lot light tax
- --------------------------------------------------------------------------------
(3) additional windstorm premium - $7,990.00 (Hutt Insurance - Panama City)
- --------------------------------------------------------------------------------
<PAGE>

                        BROWNSVILLE PLACE SHOPPING CENTER                8/15/97
                              NET OPERATING INCOME

- --------------------------------------------------------------------------------
                                                  1994        1995        1996
- --------------------------------------------------------------------------------
INCOME
- --------------------------------------------------------------------------------
  Gross Rents                                    379,1966    354,307     396,019
- --------------------------------------------------------------------------------
  TOTAL INCOME                                   379,1966    354,307     396,019
- --------------------------------------------------------------------------------
EXPENSES
- --------------------------------------------------------------------------------
  Advertising
- --------------------------------------------------------------------------------
  Auto and Travel                                    231         837
- --------------------------------------------------------------------------------
  Cleaning/maintenance                            12,976      12,701      12,723
- --------------------------------------------------------------------------------
  Commissions
- --------------------------------------------------------------------------------
  Insurance                                        3,499       3,812       4,101
- --------------------------------------------------------------------------------
  Legal/other professional fees
- --------------------------------------------------------------------------------
  Repairs                                         13,497                     364
- --------------------------------------------------------------------------------
  Taxes                                           34,881      30,214      34,442
- --------------------------------------------------------------------------------
  Utilities                                        3,921       3,025       1,259
- --------------------------------------------------------------------------------
  Wages/salaries
- --------------------------------------------------------------------------------
  Other                                            9,898      13,143      23,549
- --------------------------------------------------------------------------------
  TOTAL EXPENSES                                  78,903      63,732      76,438
- --------------------------------------------------------------------------------
NET OPERATING INCOME                             300,293     290,575     319,581
- --------------------------------------------------------------------------------

                             NEWTON OLDACRE MCDONALD
<PAGE>

                                                                          5/7/97
                            1997 EXPENSE PROJECTIONS
                             NEWTON OLDACRE MCDONALD

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
          ITEM                 Anniston        Beck&23rd       Bessemer            Brownsville       Cantonment         Clanton
- -----------------------------------------------------------------------------------------------------------------------------------
                                NOTE 1           NOTE 1          NOTE 1                                 NOTE 1                     
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>              <C>             <C>                 <C>               <C>              <C>          
     GLA'S (Sq. Ft.)            62,840           55,000          95,001              16,782               ??                ??     
- -----------------------------------------------------------------------------------------------------------------------------------
(GLA less Anchor if net lease)  16,640           12,000          11,591                                14,040            11,000    
- -----------------------------------------------------------------------------------------------------------------------------------
EXPENSES:
- -----------------------------------------------------------------------------------------------------------------------------------
CAM EXPENSES
- -----------------------------------------------------------------------------------------------------------------------------------
Utilities                                                                           (1,548.91)                         (3,214.07)  
- -----------------------------------------------------------------------------------------------------------------------------------
Parking Lot Maintenance                                                            (10,970.00)                         (7,662.50)  
- -----------------------------------------------------------------------------------------------------------------------------------
Non-Parking Public Area                                                             (1,200.00)                         (1,330.00)  
- -----------------------------------------------------------------------------------------------------------------------------------
Light Repairs                                                                                                            (356.11)  
- -----------------------------------------------------------------------------------------------------------------------------------
Landscaping                                                                         (9,732.00)                        (11,374.00)  
- -----------------------------------------------------------------------------------------------------------------------------------
Other CAM                     (31,105.80)      (14,998.84)     (47,317.55)                           (22,594.97)                   
- -----------------------------------------------------------------------------------------------------------------------------------
CAM TOTALS                    (31,105.80)      (14,996.84)     (47,317.66)         (23,459.91)       (22,594.97)      (24,426.68)  
- -----------------------------------------------------------------------------------------------------------------------------------
(CAM EXPENSES/SF)               $ 0.4950         $ 0.2636        $ 0.4950            $ 0.3055          $ 0.3093         $ 0.4319   
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
BUILDING MAINTENANCE
- -----------------------------------------------------------------------------------------------------------------------------------
(Estimated @ $.10/SF)          (1,884.00)       (1,290.00)      (5,159.10)          (7,576.20)        (1,404.00)       (1,105.00)  
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
GENERAL EXPENSES           
- -----------------------------------------------------------------------------------------------------------------------------------
Real Estate Taxes             (26,392.80)      (15,032.98)     (40,146.22)         (34,372.00)       (29,487.46)      (18,245.60)  
- -----------------------------------------------------------------------------------------------------------------------------------
??RE TAX/SF)                    $ 0.4200         $ 0.2642        $ 0.4200            $ 0.4470          $ 0.5115         $ 0.3226   
- -----------------------------------------------------------------------------------------------------------------------------------
Insurance                      (5,341.40)      (11,949.00)      (8,125.24)          (3,700.00)        (6,384.40)       (4,000.00)  
- -----------------------------------------------------------------------------------------------------------------------------------
??INSURANCE/SF)                 $ 0.0850         $ 0.2100        $ 0.0850            $ 0.0462          $ 0.1100         $ 0.0849   
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
ADMINISTRATIVE EXPENSES
- -----------------------------------------------------------------------------------------------------------------------------------
Management Fees               (19,718.80)      (13,992.00)     (33,125.00)         (13,788.88)       (18,520.40)      (18,969.40)  
- -----------------------------------------------------------------------------------------------------------------------------------
Other Administrative Exp.        (200.00)         (200.00)        (200.00)            (200.00)          (200.00)         (200.00)  
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL ADMIN. EXPENSES         (19,918.80)      (14,192.00)     (33,325.00)         (13,988.88)       (18,720.40)      (19,169.40)  
- -----------------------------------------------------------------------------------------------------------------------------------
(ADMIN. EXPENSES/SF)            $ 0.3170         $ 0.2484        $ 0.3495            $ 0.1822          $ 0.3225         $ 0.3390   
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES                $84,642.00       $57,482.82     $134,075.11          $83,187.99        $78,791.23       $67,746.68   
===================================================================================================================================
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES/SF               $ 1.3470         $ 1.0099        $ 1.4028            $ 1.0837          $ 1.2576         $ 1.1960   
- -----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
          ITEM                    Long Beach       Mandeville        Nine Mile       One Main       Opallica            Opp    
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                      NOTE 1                            NOTE 1                   
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>               <C>              <C>             <C>              <C>               <C>         
     GLA'S (Sq. Ft.)                ??             77,823           184,534            ??               ??             25,300    
- ---------------------------------------------------------------------------------------------------------------------------------
(GLA less Anchor if net lease)                                                                       14,400                      
- ---------------------------------------------------------------------------------------------------------------------------------
EXPENSES:                                                                                                                        
- ---------------------------------------------------------------------------------------------------------------------------------
CAM EXPENSES                                                                                                                     
- ---------------------------------------------------------------------------------------------------------------------------------
Utilities                       (3,228.11)      (7,4855.997)                      (3,0224.42)                        (2,314.40)  
- ---------------------------------------------------------------------------------------------------------------------------------
Parking Lot Maintenance         (5,909.00)      (11,2288.55)                     (10,1153.50)                        (2,386.00)  
- ---------------------------------------------------------------------------------------------------------------------------------
Non-Parking Public Area         (1,271.13)                                                                                       
- ---------------------------------------------------------------------------------------------------------------------------------
Light Repairs                   (2,179.11)        (1,975.00)                       (3,383.09)                                    
- ---------------------------------------------------------------------------------------------------------------------------------
Landscaping                     (3,888.00)       (21,938.61)                         (830.00)                        (1,466.24)  
- ---------------------------------------------------------------------------------------------------------------------------------
Other CAM                         (225.00)        (5,238.61)      (71,848.00)                      (17,841.00)                   
- ---------------------------------------------------------------------------------------------------------------------------------
CAM TOTALS                     (16,700.35)       (47,905.74)      (71,848.00)     (17,391.01)      (17,841.20)       (7,167.30)  
- ---------------------------------------------------------------------------------------------------------------------------------
(CAM EXPENSES/SF)                $ 0.2857          $ 0.6156         $ 0.3893        $ 0.2536         $ 0.3066         $ 0.2827   
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
BUILDING MAINTENANCE                                                                                                             
- ---------------------------------------------------------------------------------------------------------------------------------
(Estimated @ $.10/SF)           (6,285.90)        (7,762.30)      (18,463.40)      (6,856.80)       (1,440.00)       (2,535.00)  
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
GENERAL EXPENSES                                                                                                                 
- ---------------------------------------------------------------------------------------------------------------------------------
Real Estate Taxes              (62,975.84)       (74,845.80)      (94,360.32)     (46,790.79)      (18,839.64)      (31,652.40)  
- ---------------------------------------------------------------------------------------------------------------------------------
??RE TAX/SF)                     $ 0.8428          $ 0.9517         $ 0.5115        $ 0.6824         $ 0.3226         $ 1.2496   
- ---------------------------------------------------------------------------------------------------------------------------------
Insurance                       (6,170.00)       (18,285.00)      (21,990.00)      (6,582.00)       (4,958.16)       (3,713.00)  
- ---------------------------------------------------------------------------------------------------------------------------------
??INSURANCE/SF)                  $ 0.0083          $ 0.2347         $ 0.1192        $ 0.0956         $ 0.0849         $ 0.1485   
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
ADMINISTRATIVE EXPENSES                                                                                                          
- ---------------------------------------------------------------------------------------------------------------------------------
Management Fees                (19,640.46)       (40,723.88)      (47,462.80)     (12,405.40)      (18,422.00)       (5,915.00)  
- ---------------------------------------------------------------------------------------------------------------------------------
Other Administrative Exp.         (200.00)          (200.00)         (200.00)        (200.00)         (200.00)         (200.00)  
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL ADMIN. EXPENSES          (19,840.48)       (40,923,88)      (47,862.60)     (12,622.00)      (18,622.00)       (6,115.00)  
- ---------------------------------------------------------------------------------------------------------------------------------
(ADMIN. EXPENSES/SF)             $ 0.3156          $ 0.6259         $ 0.2583        $ 0.1836         $ 0.3189         $ 0.2412   
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES                $101,861.57       $188,722.78      $254,334.32      $90,195.00       $61,701.20       $51,182.70   
=================================================================================================================================
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES/SF                $ 1.6224          $ 2.4378         $ 1.3783        $ 1.3155         $ 1.0565         $ 2.0190   
- ---------------------------------------------------------------------------------------------------------------------------------
                              
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
          ITEM                      Parlor         Pascagoula      Phenix City        V            TOTALS 
- --------------------------------------------------------------------------------------------------------------
                                                                                                              
- --------------------------------------------------------------------------------------------------------------
<S>                           <C>             <C>              <C>               <C>            <C>           
     GLA'S (Sq. Ft.)               ??            122,??           72,312             ??            1,212,416  
- --------------------------------------------------------------------------------------------------------------
(GLA less Anchor if net lease)  24,000           75,??            26,412                                      
- --------------------------------------------------------------------------------------------------------------
EXPENSES:                                                                                                     
- --------------------------------------------------------------------------------------------------------------
CAM EXPENSES                                                                                                  
- --------------------------------------------------------------------------------------------------------------
Utilities                                     (9,9942.81)      (6,4000.38)        (7,221.97)     (44,861.04)  
- --------------------------------------------------------------------------------------------------------------
Parking Lot Maintenance                        (3,428.00)      (10,874.00)        (8,588.57)     (??,561.78)  
- --------------------------------------------------------------------------------------------------------------
Non-Parking Public Area                                         (1,350.00)          (700.00)      (5,851.13)  
- --------------------------------------------------------------------------------------------------------------
Light Repairs                                  (2,240.69)                                        (10,134.00)  
- --------------------------------------------------------------------------------------------------------------
Landscaping                                    (1,845.45)         (445.00)        (1,675.00)     (53,694.30)  
- --------------------------------------------------------------------------------------------------------------
Other CAM                     (18,104.00)                                           (900.00)    (230,171.97)  
- --------------------------------------------------------------------------------------------------------------
CAM TOTALS                    (18,104.00)     (17,466.95)      (18,869.38)       (17,095.51)    (414,274.22)  
- --------------------------------------------------------------------------------------------------------------
(CAM EXPENSES/SF)               $ 0.2838        $ 0.1427         $ 0.2000          $ 0.2836                   
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
BUILDING MAINTENANCE                                                                                          
- --------------------------------------------------------------------------------------------------------------
(Estimated @ $.10/SF)          (2,488.00)      (7,596.00)       (2,681.20)        (6,484.00)     (11,011.50)  
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
GENERAL EXPENSES                                                                                              
- --------------------------------------------------------------------------------------------------------------
Real Estate Taxes               18,146.00     (50,243.04)      (44,906.36)       (17,134.33)    (577,201.84)  
- --------------------------------------------------------------------------------------------------------------
??RE TAX/SF)                  $ (0.2842)        $ 0.4106         $ 0.5158          $ 0.2642                   
- --------------------------------------------------------------------------------------------------------------
Insurance                     (14,820.00)      (9,510.00)       (8,350.00)       (21,940.00)    (154,577.20)  
- --------------------------------------------------------------------------------------------------------------
??INSURANCE/SF)                 $ 0.2150        $ 0.0777         $ 0.0878          $ 0.3383                   
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
ADMINISTRATIVE EXPENSES                                                                                       
- --------------------------------------------------------------------------------------------------------------
Management Fees               (20,938.84)     (33,437.44)      (22,216.88)       (16,622.60)    (365,798.60)  
- --------------------------------------------------------------------------------------------------------------
Other Administrative Exp.        (200.00)        (200.00)         (200.00)          (200.00)      (3,200.00)  
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
TOTAL ADMIN. EXPENSES         (21,138.84)     (33,637.44)      (22,418.88)       (16,722.00)    (358,996.60)  
- --------------------------------------------------------------------------------------------------------------
(ADMIN. EXPENSES/SF)            $ 0.3078        $ 0.2749         $ 0.3100          $ 0.2579                   
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES                $36,384.94     $118,353.43       $94,923.62        $79,378.67     1,566,063.36  
==============================================================================================================
- --------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES/SF               $ 0.5589        $ 0.9873         $ 1.3127          $ 1.2240                   
- --------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE 1: These properties have not been in operation for a full year. Therefore,
        certain expenses have been estimated.
<PAGE>

                                                                       EXHIBIT 5
                                                             INSURANCE VALUATION
- --------------------------------------------------------------------------------

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


(C) 1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

INSURANCE VALUATION

      The insurance valuation utilizes the basic cost estimates presented in the
Cost Approach. However, certain cost items must be excluded as well as the land
value estimate.

COST ITEMS EXCLUDED

1. BASEMENT EXCAVATION
2. FOUNDATIONS BELOW GROUND
3. PIPING BELOW GROUND
4. ARCHITECTS' FEES

SOURCE:  Marshall Valuation Service, Marshall & Swift
         Section 96, Pages 1-2

DEPRECIATION ITEMS EXCLUDED

      Given the nature and purpose of the valuation, any external obsolescence
is excluded as a depreciation item. In addition, fu nctional incurable resulting
from basic design parameters such as the site plan/layout of the improvements is
excluded. However, functional incurable obsolescence from certain cost
components may be included. All other forms of depreciation are included.

      The cost summary for insurance valuation purposes is presented on the
following page.

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


(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

INSURANCE VALUATION - COST APPROACH SUMMARY

PROPERTY:         BROWNSVILLE PLACE SHOPPING CENTER
ADDRESS:          110-128 DUPREE AVENUE/SR-76 BY-PASS
CITY:             BROWNSVILLE
STATE:            TENNESSEE

================================================================================

DIRECT COSTS                                              Marshall Valuation
                                                          Cost Estimates
                                                          --------------
Structural Improvements
- -----------------------
     Property Size   77,752  SF @  $40.48  /SF   =               $3,147,381

Special Tenant Improvements(*)
- ------------------------------
Wal-Mart Store       54,962  SF @   $0.00  /SF   =                       $0
Anchor                    0  SF @   $0.00  /SF   =                       $0
Anchor                    0  SF @   $0.00  /SF   =                       $0
Small Shop Allowa    21,800  SF @   $0.00  /SF   =                       $0

Site Improvements
- -----------------
Asphalt Paving      200,000  SF @   $1.50  /SF   = $300,000
Fence                   115  LF @  $25.00  /LF   =    2,875
Signage & Lighting:                                   5,000
Landscaping:                                         10,000
Site Preparation                                     10,000
Traffic Light Installation:                               0
Additional Fees & Permits                             5,000
                                                   --------
                  Subtotal Site Improvements:                       332,875
                                                                 ----------

                  Total Direct Costs:                            $3,480,256

INDIRECT COSTS

                  Land Loan Interest                 $6,953
                  Lease-Up Costs:                   106,400
                  Professional Fees:                 50,000
                                                   --------

                  Total indirect Costs:                             163.353
                                                                 ----------

Total Direct and Indirect Costs:                                 $3,643,608

Entrepreneurial Profit as % of Direct/Indirect Costs, Rd. 0%              0
                                                                 ----------

Total Cost New of Improvements and Profit:                       $3,643,608

Less: Accrued Depreciation (Note Recognized In Insurable Value)           0
                                                                 ----------

DEPRECIATED COST OF IMPROVEMENTS:                                $3,643,608

LESS: INSURANCE EXLCUSIONS
Basement Excavation(*)               0.0%                $0
Foundations Below Ground(*)          3.4%          $123,883
Architects' Fees(**)                 5.7%          $207,686
Site Work & Improvements                           $332.875
                                                   --------
 Total Insurance Exclusions                                       (664,443)
                                                                 ----------

Insurance Valuation by Cost Approach                             $2,979,165

                 INSURANCE VALUE ESTIMATE, ROUNDED               $2,979,000

* SOURCE: MARSHALL VALUATION SERVICE, SECTION 96
** SOURCE: MARSHALL VALUATION SERVICE, SECTION 99


                               An Appraisal Report


                                       Of


                         Delchamps Plaza Shopping Center
                A 62,859 SF Neighborhood Shopping Center Complex
                            200 West Railroad Street
                    Long Beach, Harrison County, Mississippi


                            Effective Date Of Report
                                 August 19, 1997


                                Specifically For
                               Mr. Lawrence Miller
                          Debt and Equity Markets Group
                      Merrill Lynch Mortgage Capital, Inc.
                                WFC - North Tower
                                250 Vessey Street
                          New York, New York 10281-1326


                                       By
                       Huber & Lamb Appraisal Group, Inc.
                          109 Westpark Drive, Suite 320
                         Brentwood, Tennessee 37027-5032


                                    09-97-569
<PAGE>

               [Letterhead of HUBER & LAMB APPRAISAL GROUP, INC.]


November 25, 1997

Mr. Lawrence Miller
Debt and Equity Markets Group
Merrill Lynch Mortgage Capital, Inc.
WFC - North Tower
250 Vessey Street
New York, New York 10281-1326

RE:  An Appraisal Assignment of Delchamps Plaza Shopping Center A
     62,859 SF Neighborhood shopping center Building 200 West Railroad
     Street Long Beach, Harrison County, Mississippi

Dear Mr. Miller:

At your request and authorization, we have appraised the above-referenced
property for the purpose of estimating its current market value as of August 19,
1997, assuming an individual property sale. In addition, you have requested the
estimated value of the subject assuming it is part of a 18 property portfolio
sale. The property rights being appraised are the leased fee interest in the
subject property. It is our understanding that the report will be used to assist
in real estate mortgage finance underwriting of the subject property.

Assuming Single Asset Property Sale

Based on the inspection of the property and the investigations and analyses
undertaken, we have formed the opinion that, as of August 18, 1997 and subject
to the Assumptions and Limiting Conditions set forth in the attached report, the
market value of the leased fee interest in the subject property is:

                   Four Million Eight Hundred Thousand Dollars
                                  ($4,800,000)

Assuming Portfolio Sale

Based on the inspection of the property and the investigations and analyses
undertaken, we have formed the opinion that, as of August 19, 1997 and subject
to the Assumptions and Limiting Conditions set forth in the attached report, the
market value of the leased fee interest in the subject property, assuming the
property is sold as part of the 18 property portfolio described herein, is:

                 Five Million Four Hundred Ten Thousand Dollars
                                  ($5,410,000)
<PAGE>

Mr. Lawrence Miller
November 25, 1997
Page 2


Marketing Period: The marketing period is estimated to be 12 months, assuming
the subject is placed on the market at the final value estimate conclusion
above.

Three approaches to value were utilized in the valuation process for the subject
development. These included the cost approach, the sales comparison approach and
the income capitalization approach.

The narrative appraisal report that follows contains the identification of the
property, the assumptions and limiting conditions, pertinent facts about the
area and the subject property, comparable data, the results of the
investigations and analyses, and the reasoning leading to the conclusions
contained herein. Our analysis, opinions, and conclusions were developed, and
this report has been prepared in accordance with the Uniform Standards of
Professional Appraisal Practice published by the Appraisal Foundation and the
Code of Professional Ethics and the Standards of Professional Practice of the
Appraisal Institute.

As requested by the client, the following statements relate to the permitted use
of the subject appraisal report.

o     The report may be relied upon by Merrill Lynch Mortgage Capital Inc. in
      determining whether to make a loan evidenced by a note (the "Property
      Note") secured by the Property.

o     The report may be relied upon by any purchaser in determining whether to
      purchase the Property Note for this transaction from Merrill Lynch
      Mortgage Capital Inc.

o     The report may be relied upon by any Rating Agency in rating securities
      issued by Merrill Lynch Mortgage Capital Inc. and representing an interest
      in the Mortgage Note.

o     The report may be included with and referred to in materials offering the
      Property Note or an interest in the Property Note for sale.

The uses previously described are considered to be consistent with the client's
intended uses of the report. However, no other entity other than the previously
described entities may rely upon this appraisal report without prior written
consent from the appraiser.
<PAGE>

Mr. Lawrence Miller
November 25, 1997
Page 3


We appreciate the opportunity to be of service to you. Should you have any
questions concerning this appraisal, please do not hesitate to contact this
office. For further information, your attention is directed to the following
report.

Respectfully submitted,
HUBER & LAMB APPRAISAL GROUP, INC


/s/ James E. Lamb                               /s/ Craig A. Johnson

James E. Lamb, MAI                              Craig A. Johnson
State Certified General Real Estate Appraiser   Associate Appraiser
Licensee #CG-557                                State Certified General
                                                Real Estate Appraiser
                                                Licensee #TG-431 (Mississippi)
<PAGE>

                                                               TABLE OF CONTENTS
================================================================================

Summary of Important Facts and Conclusions.....................................1
The Appraisal Assignment.......................................................3
    Identification of Subject Property.........................................3
    Purpose & Use of The Appraisal Report......................................3
    Property Rights Being Appraised............................................3
    Significant Dates of Appraisal Assignment..................................3
    Scope of the Appraisal.....................................................3
    Subject Property Sales History.............................................4
Definition of Terms............................................................5
Assumptions and Limiting Conditions............................................9
Gulfport/Harrison County Analysis.............................................11
    City/County Map...........................................................15
Shopping Center Market Analysis...............................................16
Neighborhood Analysis.........................................................19
    Neighborhood Map..........................................................22
Site Analysis.................................................................23
    As-Built Survey...........................................................26
    Tax Plat Map..............................................................27
    Flood Plain Map...........................................................28
Description of Improvements...................................................29
    Site Plan.................................................................32
Photographs of Subject Property...............................................33
Subject Property Zoning.......................................................36
    Zoning Map................................................................38
Highest and Best Use..........................................................39
Real Estate Tax Analysis......................................................43
Appraisal Procedure...........................................................45
Land Valuation................................................................47
    Land Sales................................................................49
        Comparable Land Sales Map.............................................53
    Land Valuation Summary....................................................54
Cost Approach.................................................................60
    Subject's Marshall Valuation Cost Data....................................61
    Analysis of Depreciation..................................................63
    Cost Approach Summary.....................................................67
Sales Comparison Approach.....................................................68
    Comparable Improved Sales Data............................................70
        Comparable Improved Sales Map.........................................80
    Sales Comparison Approach Analysis........................................81
        Sales Comparison Approach Reconciliation..............................85
Income Capitalization Approach................................................87
    Comparable Improved Rental Data...........................................89


- --------------------------------------------------------------------------------
                                                                          Page 1
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                                      Table of Contents, cont'd.
- --------------------------------------------------------------------------------

    Comparable Improved Rental Map............................................97
    Potential Gross Income Analysis...........................................98
    Expense Analysis.........................................................102
    Stabilized Operating Statement ..........................................106
    Direct Capitalization Rate Analysis......................................107
        Subject's Potential Mortgage Terms Analysis..........................109
        Debt Coverage Ratio Analysis: A Test of
        Reasonableness.......................................................110
    Discounted Cash Flow Analysis............................................111
        Discounted Cash Flow Summary.........................................121
    Income Capitalization Approach Reconciliation............................124
Correlation and Final Estimate of Value......................................125
Certification of Value.......................................................128
Portfolio Sale Market Value Estimates........................................129
Certification of Value - Portfolio Sale Market
Value Estimates..............................................................136
Summary of Qualifications....................................................137
Addenda......................................................................142


- --------------------------------------------------------------------------------
                                                                          Page 2
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                                      SUMMARY OF IMPORTANT FACTS
                                                                   & CONCLUSIONS
================================================================================

Valuation Conclusion:
 Single Asset Sale
 As Is Value Estimate:                    $4,800,000
  Cost Approach:                          $4,830,000
  Sales Comparison Approach:              $4,850,000
  Income Capitalization Approach:         $4,800,000

   Interest Appraised:                    leased fee

   Value Estimate's Implied Units of Comparison:
     Value/SF:                            $76.36/SF
     GIM:                                 9.36x
     Overall Rate:                        10.15%

As Is Portfolio Sale Value Estimate:      $5,410,000

      Special Limiting Condition: The portfolio sale value estimate specifically
assumes the subject property is part of the 18 property portfolio defined
herein.

   Estimated Marketing Period:            12 months, assuming the subject is
                                          placed on the market at the final
                                          value estimate conclusion above.

Significant Appraisal Dates:
  Date of Appraisal Report:               November 25, 1997
  Effective Date Of Appraisal:            August 19, 1997
  Date of Inspection:                     August 19, 1997

Location:
  Physical Location:                      Northeast corner of West Railroad
                                          Street and Klondike Road.

  City:                                   Long Beach
  County:                                 Harrison
  State:                                  Mississippi

Legal Description:
 Tax Map/Parcel:                          0612C - 03 - 049.000

Property Description:
  Land Area:
   Acres:                                 7.023
   Square Feet:                           305,943
   Zoning:                                C-2 Highway Business District

   Improvements:
    Property Type:                        Neighborhood shopping center


- --------------------------------------------------------------------------------
                                                                          Page 1
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                               Summary of Important Facts & Conclusions, cont'd.
- --------------------------------------------------------------------------------

     Tenancy:                             Multi-tenant

     Size (Gross Building Area):          62,859 SF

     Size (Net Rentable Area):            62,859 SF

     Year Built:                          1989

     Physical Occupancy at Completion:    96%

Highest and Best Use:
   As Vacant:                             Hold for investment and/or development
                                          as an office or retail services use.

   As Improved:                           Continued use as a shopping center on
                                          a multi-tenant basis.

Estimated Income Operating Data:
  Gross Potential Income:                 $602,660
  Stabilized Vacancy:                     5% of local shop only
  Net Operating Income:                   $487,168


- --------------------------------------------------------------------------------
                                                                          Page 2
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                                        THE APPRAISAL ASSIGNMENT
================================================================================

Identification of Subject Property

Property Name:                            Delchamps Plaza Shopping Center

Property Type:                            Neighborhood shopping center

Address:                                  200 West Railroad Street

General Location:                         Northwest corner of West Railroad
                                          Street and Klondike Road

City:                                     Long Beach

County:                                   Harrison

State:                                    Mississippi

Tax Map/Parcel:                           0612C - 03 - 049.000

Metes & Bounds Description:               See Exhibit 2 Addenda

Purpose & Use Of The Appraisal Report

Purpose of Report:                        Estimate the "as is" market value of
                                          subject property. The reader is
                                          referred to the Definition of Terms
                                          section of the report for the
                                          definition of market value as utilized
                                          in this analysis.

Client's Intended Use of Report:          Assist in real estate mortgage finance
                                          underwriting of the property.

Property Rights Being Appraised

      The property rights being appraised are the leased fee interest in the
subject property. The reader is referred to the Definition of Terms section of
the report for the definition of leased fee as utilized in this analysis.

Significant Dates of Appraisal

      The subject property is being appraised as of the effective date presented
below. The appraised property is subject to the market influences and economic
conditions that existed on that date. The Date of the Report represents the
approximate date the appraisal report was performed and/or completed.

Date of Appraisal Report:                 September 11, 1997
Effective Date Of Appraisal:              August 19, 1997
Date of Inspection:                       August 19, 1997

Scope Of The Appraisal

      In preparing this appraisal report, the appraisers have completed several
steps to assemble the data and form the opinions presented in this written
report.

      1.    Considered the complexity of the property and the appraisal
            assignment in the context of the purpose and intended use of the
            appraisal report.


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                                               The Appraisal Assignment, cont'd.
- --------------------------------------------------------------------------------

      2.    Analyzed the Long Beach economy and the subject neighborhood to
            determine the market conditions that effect the subject's market
            value.

      3.    Inspected the subject property and surrounding neighborhood.

      4.    Gathered physical and/or factual data on the subject recorded data,
            physical characteristics of the site and improvements, and legal
            restrictions imposed by the municipal government.

      5.    Analyzed the data gathered and determined their affects on market
            value in conjunction with the highest and best use of the real
            estate as if vacant and as improved.

      6.    Considered the appropriateness of the three traditional appraisal
            approaches to value including the cost approach, sales comparison
            approach and the income capitalization approach.

      7.    The application and process of each valuation approach are detailed
            in their respective report sections; however, the appraisers have
            thoroughly researched market data in each approach and have
            presented the most pertinent data and the reasoning and opinions
            leading to the conclusion of market value via each approach to
            value.

      8.    Reconciled the analysis and value indications by the three
            approaches to value into a final market value conclusion.

Subject Property Sales History

      The following summarizes the most recent sales transaction and prior sales
history of the subject property:

Current Owner of Record:                  Long Beach Partners, Ltd.

Most Recent Transaction Data:

          Transaction Date:               04/15/88

          Grantor:                        Alfred F. Kyle

          Consideration:                  $1,850,000 or $6.05/SF

          Deed Book/Page:                 1100 / 634

          Comparison to

              Concluded Value:            The transaction date is beyond the
                                          three year comparison period required.
                                          However, this 9-year old transaction
                                          does not compare favorable with the
                                          land value presented within this
                                          report. The market has changed
                                          dramatically since this last
                                          transaction.

Current Contracts:                        None reported

Current Listing:                          Not listed for sale


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                                                             DEFINITION OF TERMS
================================================================================

1.    Market Value - The most probable price which a property should bring in a
      competitive and open market under all conditions requisite to a fair sale,
      the buyer and seller, each acting prudently and knowledgeably and assuming
      the price is not affected by undue stimulus. Implicit in this definition
      is the consummation of a sale as of a specified date and the passing of
      title from seller to buyer under conditions whereby:

      1.    Buyer and seller are typically motivated;

      2.    Both parties are well informed or well advised, and acting in what
            they consider their own best interests;

      3.    A reasonable time is allowed for exposure in the open market;

      4.    Payment is made in terms of cash in U.S. dollars or in terms of
            financial arrangements comparable thereto; and

      5.    The price represents the normal consideration for the property sold
            unaffected by special or creative financing or sales concessions
            granted by anyone associated with the sale.

            Sources:    1.    Comptroller of the Currency; 12 CFR Part 34
                              Section 34.42 (f) of Federal Regulations.

                        2.    FDIC Final Rule on Title XI of the Financial
                              Institutions Reform, Recovery, and Enforcement Act
                              of 1989 (FIRREA), effective September 19, 1990, as
                              defined in 12 CFR Part 323.4.a.10.

2.    Highest and Best Use - That reasonable and probable use that will support
      the highest present value, as defined, as of the effective date of the
      appraisal. Alternatively, that use, from among reasonably probable and
      legal alternative uses, found to be physically possible, appropriately
      supported, financially feasible, and which results in the highest land
      value.

3.    Market Rent - The rental income that a property would most probably
      command on the open market; indicated by current rents paid and asked for
      comparable space as of the date of appraisal.

4.    Market Price - The amount actually paid, or to be paid for a property in a
      particular transaction. This differs from market value in that it is an
      accomplished or historic fact, whereas market value is and remains an
      estimate until proven. Market price involves no assumption of prudent
      conduct by the parties, of absence of undue stimulus or of any other
      condition basic to the market value concept.

5.    Appreciation - Increase in value due to increase in cost to reproduce,
      value over the cost, or value at some specified earlier point in time,
      brought about by greater demand, improved economic conditions, increasing
      price levels, reversal 


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                                                   Definitions of Terms, cont'd.
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      of depreciating environmental trends, improved transportation facilities,
      direction of community or area growth, or other factors.

6.    Depreciation - A loss of utility and hence value from any cause. An effect
      caused by deterioration and/or obsolescence.

7.    Investment Value - The value of an investment to a particular investor,
      based on his or her investment requirements; as distinguished from market
      value, which is impersonal and detached.

8.    Functional Obsolescence - Impairment of functional capacity or efficiency.
      Functional obsolescence reflects the loss in value brought about by such
      factors as overcapacity, inadequacy, and changes in the art, that affect
      the property item itself or its relation with other items comprising a
      larger property. The inability of a structure to perform adequately the
      function for which it is currently employed.

9.    External Obsolescence - Impairment of desirability or useful life arising
      from factors external to the property, such as economic forces or
      environmental changes which affect supply-demand relationships in the
      market. Loss in the use and value of a property arising from the factors
      of external obsolescence is to be distinguished from loss in value from
      physical deterioration and functional obsolescence, both of which are
      inherent in the property. Also referred to as locational or economic
      obsolescence.

10.   Fee Simple Estate - Absolute ownership unencumbered by any other interest
      or estate; subject only to the limitations of eminent domain, escheat,
      police power, and taxation.

11.   Leased Fee Estate - An ownership interest held by a landlord with the
      right of use and occupancy conveyed by lease to others; usually consists
      of the right to receive rent and the right to repossession at the
      termination of the lease.

12.   Leasehold Estate - The right to use and occupy real estate for a stated
      term and under certain conditions; conveyed by a lease.

13.   Present Value - The current monetary value. It is the today's cash lump
      sum which represents the current value of the right to collect future
      payments. It is the discounted value of aggregate future payments.

14.   Gross Sales Proceeds - The total amount of invoiced sales, before
      deducting returns, allowances, etc. over the forecasted sellout period.

15.   Forecasting - Predicting a future happening or condition based on past
      trends and the perceptions of market participants, tempered with
      analytical judgment concerning the continuation of these trends and the
      realization of these perceptions in the future.


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                                                   Definitions of Terms, cont'd.
- --------------------------------------------------------------------------------

16.   Overall Capitalization Rate - An income rate for a total property that
      reflects the relationship between a single year's net operating income
      expectancy or an annual average of several years' income expectancies and
      total price or value; used to convert net operating income into an
      indication of overall property value.

17.   Discount Rate - A rate of return on capital used to convert future
      payments or receipts into present value.

18.   Internal Rate of Return - The annualized rate of return on capital that is
      generated or capable of being generated within an investment or portfolio
      over the period of ownership; similar to the equity yield rate; often used
      to measure profitability after income taxes, i.e., the after-tax equity
      yield rate; the rate of discount that makes the net present value of an
      investment equal to zero; discounts all returns from an investment,
      including returns from its termination, to equal the original investment.

19.   Retail Value - The term "retail" refers to the aggregate sum of all the
      individual unit values as of the date of the appraisal. Generally applied
      to residential lot sales or condominium developments.

  Source of Definitions: The American Institute of Real Estate Appraisers,
  The Dictionary of Real Estate Appraisal; American Institute of Real Estate
  Appraisers and Society of Real Estate Appraisers, Real Estate Terminology,
  Ed. Byrl N Boyce (Cambridge, MA: Ballinger Publishing Company, 1981); or
  standard industry definitions.

Supplemental Definitions

1.    Market Value "As Is" on Appraisal Date: An estimate of the market value of
      a property in the condition observed upon inspection and as it physically
      and legally exists without hypothetical conditions, assumptions, or
      qualifications as of the date the appraisal is prepared.

2.    Prospective Value Upon Completion of Construction: The Value presented
      assumes all proposed construction, conversion, rehabilitation is
      hypothetically completed, or under other specified hypothetical
      conditions, as of the future date when such construction completion is
      projected to occur. If anticipated market conditions indicate that
      stabilized occupancy is not likely as of the date of completion, this
      estimate shall reflect the market value of the property in its then
      "as-is" leased state (future cash flows must reflect additional lease-up
      costs, including tenant improvements and leasing commissions, for all
      areas not pre-leased). For properties where individual units are to be
      sold over a period of time, this value should represent that point in time
      when all construction and development costs have been expended for that
      phase, or those phases, under valuation.

3.    Prospective Value Upon Achieving Stabilized Occupancy: The value presented
      assumes the property has attained the optimum level of long-term
      occupancy, which an income-producing real estate project is expected to
      achieve under 


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                                                   Definitions of Terms, cont'd.
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      competent management after exposure for leasing in the open market for a
      reasonable period of time at terms and conditions comparable to
      competitive offerings. The date of stabilization must be estimated and
      stated within the report.

4.    Proposed Tract Development: Means a project of five units or more that is
      constructed, or is to be constructed, as a single development. A tract
      development may be units in a subdivision, condominium project, timeshare
      project, or any similar project meant to be sold as individual units over
      a period of time.

5.    Fair Value - The cash price that might reasonably be anticipated in a
      current sale under all conditions requisite to a fair sale. A "fair sale"
      means that buyer and seller are each acting prudently, knowledgeably, and
      under no necessity to buy or sell. "Current sale" means that the property
      is exposed to the open market for a reasonable time considering the
      proeprty type and local market conditions. When a current sale is
      unlikely, i.e., when it is unlikely that the sale can be completed within
      12 months, the appraiser should discount to present value any and all cash
      flows which might be generated by the property to obtain the estimate of
      fair value. These cash flows include, but are not limited to, those
      arising from ownership, development, operation, and sale of the property.
      The discount applied should reflect the appraiser's judgement of what a
      prudent, knowledgeable purchaser under no necessity to buy would be
      willing to pay to purchase the property in a current sale. Whenever the
      appraiser believes that more than one year is necessary for a fair sale of
      the property, the appraiser shall state and justify the estimated holding
      period, cash flows and the discount rate applied.


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                                             ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

      Standard Rule 2-2g of the Code of Professional Ethics and Standards of
Professional Conduct of the Appraisal Institute requires the appraiser to
clearly and accurately set forth all facts, assumptions and conditions that
affect the analysis, opinions and conclusions upon which the appraisal is based.
In compliance therewith, and to assist the reader in interpreting this report,
such assumptions and limiting conditions are set forth as follows:

1.    Title is assumed to be marketable and free and clear of all liens and
      encumbrances, easements, and restrictions except those specifically
      discussed in the report. The property is appraised assuming it to be under
      responsible ownership and competent management and available for its
      highest and best use.

2.    No opinion is intended to be expressed for legal matters or that would
      require specialized investigation or knowledge beyond that ordinarily
      employed by real estate appraisers, notwithstanding the fact that such
      matters may be discussed in the report.

3.    The date of value to which the opinions expressed in this report apply is
      set forth in the letter of transmittal. The appraiser assumes no
      responsibility for economic or physical factors occurring at some later
      date which may affect the opinion herein stated.

4.    The valuation is reported in dollars of currency prevailing on the date of
      appraisal.

5.    Maps, plats, and exhibits included herein are for illustration only as an
      aid in visualizing matters discussed within the report. They should not be
      considered as surveys or relied upon for any other purpose.

6.    All information and comments pertaining to this and other properties
      included in the report represent the personal opinion of the appraiser,
      formed after examination and study of the subject and other properties.
      While it is believed the information, estimates and analyses are correct,
      the appraiser does not guarantee them and assumes no liability for errors
      in fact, analysis or judgement.

7.    Neither all nor any part of the contents of this report (especially any
      conclusions as to value, the identity of the appraiser or the firm with
      which he is connected, or any reference to the Appraisal Institute or the
      MAI or RM designation) shall be disseminated to the public through
      advertising media, public relations media, news media, sales media or any
      other public means of communication without prior written consent and
      approval of the undersigned.

8.    The appraiser is not required to give testimony or to appear in court by
      reason of this appraisal, unless prior arrangements have been made.

9.    The distribution of the total valuation in this report between land and
      improvements applies only under the existing program of utilization. The
      separate valuations for land and buildings must not be used in conjunction
      with any other appraisal and are invalid if so used.

10.   Certain information concerning market and operating data was obtained from
      others. This information is verified and checked, where possible, and is
      used in this appraisal only if it is believed to be accurate and correct.
      However, such information is not guaranteed.


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                                    Assumptions and Limiting Conditions, cont'd.
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11.   Real Estate Values are influenced by a large number of external factors.
      The data contained herein is all of the data we consider necessary to
      support the value estimate. We have not knowingly withheld any pertinent
      facts, but we do not guarantee that we have knowledge of all factors which
      might influence the value of the subject. Due to rapid changes in the
      external factors, the value estimate is considered reliable only as of the
      date of the appraisal.

12.   Opinions of value contained herein are estimates. There is no guarantee,
      written or implied, that the subject property will sell for such mounts.

13.   It is assumed that there are no hidden or unapparent conditions of the
      property, subsoil, or structures which would render it more or less
      valuable. No responsibility is assumed for such conditions or for
      engineering which may be required to discover such factors.

14.   If the subject of the appraisal is an improved property, the appraiser has
      personally inspected the property and finds no obvious evidence of
      structural deficiencies except as stated in this report; however, no
      responsibility for hidden defects or conformity to specific governmental
      requirements, such as fire, building and safety, earthquake, or occupancy
      codes can be assumed without provision of specific professional or
      governmental inspections.

15.   Unless otherwise stated in this report, the existence of hazardous
      material, which may or may not be present on the property, was not
      observed by the appraiser. The appraiser has no knowledge of the existence
      of such materials on or in the property. The appraiser, however, is not
      qualified to detect such substances. The presence of substances such as
      asbestos, urea-formaldehyde foam insulation, or other potentially
      hazardous materials may affect the value of the property. The value
      estimate is predicated on the assumption that there is no such material on
      or in the property that would cause a loss in value. No responsibility is
      assumed for any such conditions, or for any expertise or engineering
      knowledge required to discover them. The client is urged to retain an
      expert in this field, if desired.

16.   We have not made a specific compliance survey and analysis of this
      property to determine whether or not it is in conformity with the various
      detailed requirements of the Americans with Disabilities Act (aka, ADA).
      It is possible that a compliance survey of the property together with a
      detailed analysis of the requirements of the ADA could reveal that the
      property is not in compliance with one or more of the requirements of the
      Act. If so, this fact could have a negative effect upon the value of the
      property. Since we have no direct evidence relating to this issue, we did
      not consider possible non-compliance with the requirements of ADA in
      estimating the value of the property.

17.   The value estimate assuming a portfolio sale specifically assumes the
      property is sold as part of the 17 property portfolio described within the
      attached report. As is the case with any value estimate, the portfolio
      sale value estimate is based on a sale within a typical marketing period
      of 12 months or less. Any fluctuations in market conditions can possibly
      have more significant effects on portfolio value than individual property
      sales.


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                                               GULFPORT/HARRISON COUNTY ANALYSIS
================================================================================

DEMOGRAPHIC AND ECONOMIC DATA

      Gulfport is in Harrison County, Mississippi, which is located on the
Mississippi Gulf Coast, about 50 miles east of New Orleans. It is bound on the
west by Hancock County and on the east by Jackson County. The County contains
585 square miles and about 28 miles of beach frontage on the Gulf of Mexico.
Harrison County had a 1990 population of 165,365, as compared to 157,665 in
1980. This indicated an increase of only 5% in that 10 year period. The
population was 134,582 in 1970, and the 10 year period from then until 1980
indicated an increase of 24.6 percent. Thus, there had been a slowdown in the
County's growth, prior to the new boost from legalized gaming.

      The County is drained by four rivers that flow parallel to each other in a
southeast direction and they eventually discharge into the Mississippi Sound.
Smaller creeks and bayous flow into the Back Bay of Biloxi, Big Lake, and St.
Louis Bay. Even though the drainage is typical of most Gulf Coastal areas, the
land's elevation ranges from about 5 feet to 50 feet above sea level, along the
coast. Consequently, there are many low areas that cannot be developed, due to
the wetland regulations (Section 404 of the Clean Water Act). These rivers and
bays also shape (and limit) the direction of growth for the cities along the
coast (Biloxi, Gulfport, Long Beach, and Pass Christian).

      Harrison County was divided into two judicial districts in the 1960's,
with the Second District being primarily the City of Biloxi and the remaining
portion of the County being the First District. Gulfport is the County Seat of
the First District, and Biloxi is the County Seat of the Second District.
Relatively new courthouses are located in both cities.

      There are six (6) incorporated municipalities in the County, and all but
one of them are located on the Coast (D'Iberville was recently incorporated, and
it is located on Back Bay).

                          1980             1990                        1980
Municipality           Population       Population                 Housing Units
- ------------           ----------       ----------                 -------------

Gulfport                 39,676           40.775        (+3%)          16,902

Biloxi                   49,311           46,319        (-6%)          17,913

Long Beach               21,500           15,804       (-26%)           5,377

Pass Christian            5,014            5,557       ($11%)           2,185

D'Iberville                 N/A            6,566                        4,084

      About fifty-six percent (56%) of all households are owner occupied, and
this equates to 2.75 persons per household.

      The 1980 census for Gulfport indicated a 2.7% reduction from the 1970
census, and the 1990 data indicates only a 3% increase. However; most of
Gulfport's residential growth occurred outside the City Limits, in Orange Grove.
This was an 


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                                             Gulfport/Harrison Analysis. cont'd.
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unincorporated, "bedroom community" to Gulfport that tried (unsuccessfully) to
incorporate several years ago. Gulfport sued to annex all of the Gulfport
community (north to Swan Road), and the Bayou Bernard Industrial Park. After
years of litigation, the issue was settled in January of 1994, when Gulf port
was allowed to annex Orange Grove.

      The population density for Long Beach is 689 people per square mile, while
Gulfport is 2,132 people per square mile. The average age in Long Beach is 33
years old and in neighboring Gulfport it is 38 years old. Long Beach's per
capita income is $12,052 with Gulfport being $14,271. The number of housing
units in Long Beach is 7,018, while in Gulfport it is 8,584. In Long Beach the
median household income is $29,457 and in Gulfport it is $25,620.

      The economic base of the area is diverse, ranging from tourism and
industrial manufacturing to business and financial employment. Since Gulfport is
located on a deep water shipping port, heavy manufacturing, exporting, and
importing fruit have been major industries for many years.

      It is also important to note that the port's channel has been deepened
from 32 feet to 36 feet. (This was completed in December of 1993.) Currently,
the port is primarily a tropical fruit import facility, and is typically handled
(until recently) about 220 ships (1,000,000 tons of cargo). Port officials
expect double tonage within a few years. The port is the third-largest container
port on the Gulf of Mexico, behind New Orleans and Houston, and last year it was
ranked 19th out of 84 U.S. ports involved in container shipping. There is
potential for growth in this economic segment, since the channel is deeper.

      The area has adequate transportation facilities with a regional airport
with a 9,000 foot runway, Interstate Highway 10, U.S. Highway 49, U.S. Highway
90, the inter-costal waterway, and a deep-water port. In addition, there is a
barge channel with a depth of 12 feet running from Back Bay Biloxi into
Gulfport's Bayou Bernard Industrial Park. This provides numerous industrial
sites with barge access. The industrial park has been very successful in
attracting large industries, and is about 450 acres of available land remaining.
The remaining vacant parcels range in size from two acres to 200 acres.

      Gulfport's economic base has been diversified in the past years by the
combination of heavy industry, finance and service businesses, the port, and it
now has an emerging tourism/casino industry that will probably surpass the other
segments of the economy as being the dominant feature in the local economy.
About a quarter of the Coast's employment is government based, according to an
analyst with the Mississippi Employment Security Commission. About 80 percent of
that employment is Federal, which is attributed to the military bases: Naval
Construction Battalion Center (Gulf port), Keesler Air Force Base (Biloxi), and
the Pascagoula Navy Homeport. Harrison County's unemployment in February of 1994
was only 4.9%, and this is primarily due to the construction and operations of
the new casinos.

      Several casinos are operating on the waterfront in the CBD of Gulfport,
and several are planned for development. The Grand Casino, the largest casino in
the city, has begun construction of a 398 room conventional hotel on lad
adjacent to the casino. 


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                                             Gulfport/Harrison Analysis, cont'd.
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The hotel will employ 300 people with an annual payroll of 5.5 million dollars.
The construction cost is approximately 27 million dollars.

      Tourism has always been one of the counties largest industries, but that
segment of the economy has been depressed in recent years. The re-development of
Destin, Florida, and Gulf Shores, Alabama, in the 1980's lured a large portion
of the convention and vacation business away from the Mississippi Coast. Their
superior water, beaches, and hotel facilities made it difficult for the
Mississippi Gulf Coast to compete as a regional resort. Occupancy rates dipped
below 50% in the recent years. However, that industry is turning around due to
the new gaming industry.

      The Broadwater Beach Hotel, The Coast's flagship hotel, recently sold, and
it now has a casino in it's marina. It is also undergoing renovations. There are
other prospects for new hotels in the near future at Gulfport, Biloxi, Bay St.
Louis, and D'Iberville. A new hotel is already under construction in Biloxi at
"Casino Row", on Highway 90.

      There is even a proposed plan, by developers, requesting the use of the
northeast quadrant of I-10 and U.S. Highway 49 for casinos, hotels, and a
shopping complex (the casinos would be based in the headwaters of Bayou
Bernard).

      It is anticipated that dockside gaming will continue to evolve in Harrison
County in a big way, and it will lead to new or renovated convention hotels.
This new development will make Mississippi Coast competitive for conventions
that were lost in other areas. In fact, the area will have fishing, beaches,
ample golf courses, mild weather, and gaming as attractions. This will
eventually open the door for major convention trade, if the gaming and new hotel
development is on a scale that will accommodate it, and it appears that it will
be. Thus, the Mississippi Coast is probably on the brink of once again becoming
a national known resort. However; the hotel development is critical in the
attraction of convention business. Further, gaming without the new hotels to
attract convention trade will result in "commuter gamblers" that do not tend to
spend money in other activities. This would result in the casino hurting the
local restaurant and bar market, rather than having a positive impact on the
entire tourism segment of the economy. Currently the gaming industry is in the
phase that draws gamblers from nearby Louisiana and Alabama whose primary
interests is gambling. Thus, the local restaurants were not helped in the early
stages of gaming. All indications are that the gaming industry will build the
infrastructure necessary to make Biloxi and Gulfport a destination resort. In
fact, a new theater is being built in Biloxi, as a joint venture between
casinos, to attract nationally known entertainers to the area.

      Biloxi's economy began as a seafood base which has industry been
languishing over the last few years. However, it appears to be stabilizing.
Keesler Air Force Base also employees hundreds of civilians, and the apartment
market was very dependent upon the base. However, the new housing demand from
the casino employees now has the apartment market severely under-supplied. The
recent Department of Defense reductions in personnel and base closing have not
affected Keesler, and they are not expected too.


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                                             Gulfport/Harrison Analysis, cont'd.
- --------------------------------------------------------------------------------

      It is significant to note that a study by Ryder Truck Rental ranked
Gulfport-Biloxi 11th in the top 20 small cities in the U.S., where people
relocated in 1993. The study indicated that 119 households moved into the area
for every 100 that moved out, in 1993. This come as no surprise, since all of
the apartments and rental houses are full, and many of them have waiting lists.
The influx of casino employees and construction workers has resulted in an
under-supply of housing, and the new units have not yet been constructed. In
summary, The coast's seafood and tourism industries have been poor in recent
years, but the outlook for the future is very promising for the tourism segment.
The addition of gaming to the list of tourism and convention attractions is
expected to not only reflect a recovery in tourism, but it will cause that
industry to grow far beyond previous levels creating thousands of new jobs
directly and indirectly.


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                   =========================================
                                 CITY/COUNTY MAP
                   =========================================

                               [GRAPHIC OMITTED]


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                                                 SHOPPING CENTER MARKET ANALYSIS
================================================================================

Introduction

      Trends in the shopping center market are examined in this section of the
appraisal report in an effort to assess current, as well as future, influences
on property value. The data most commonly utilized in the analysis of shopping
center feasibility includes the supply of shopping center space and ongoing, or
planned new construction. Additionally, absorption rates, occupancy levels and
the direction of rental rates and expenses are viewed as critical in determining
the marketability and ultimate feasibility of a project.

Information Source

Huber & Lamb:                             A survey of comparable properties in
                                          the subject's submarket was also
                                          conducted by Huber & Lamb Appraisal
                                          Group, Inc. This data is useful in
                                          delineating and identifying trends in
                                          the immediate market area of the
                                          subject as indicated by the subject
                                          and most competitive properties.

Published Surveys:                        A published shopping center survey is
                                          not available for the subject retail
                                          market.

Harrison County Submarket Analysis

   Type of Shopping Center:               The shopping center market can be
                                          delineated into three general
                                          categories based on physical size and
                                          tenancy. The following summarizes
                                          these classifications.

       Neighborhood:                      Usually under 100,000 SF, 1 or 2
                                          anchors, usually anchored by grocery.
                                          Typically draws shoppers from within a
                                          three mile radius.

       Community:                         100,000 - 300,000 SF built around
                                          discount department store, variety
                                          store or junior department store and
                                          usually including supermarket. Draws
                                          shoppers from at least a seven mile
                                          radius.

       Regional:                          Usually over 300,000 SF with at least
                                          one major department store. Typically
                                          enclosed mall type shopping centers
                                          drawing shoppers from a greater than
                                          10-mile radius.

   Submarket by Location:                 In addition to physical attributes,
                                          the market is also segregated into
                                          submarkets based on geographical
                                          location and neighborhood
                                          characteristics.


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                                                                         Page 16
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<PAGE>

                                        Shopping Center Market Analysis, cont'd.
- --------------------------------------------------------------------------------

Subject Most Competitive Market Occupancy Analysis

Description:                              Huber & Lamb has completed a survey of
                                          the most competitive properties with
                                          the subject located within the
                                          submarket. These properties are
                                          considered most direct competition of
                                          the subject and are utilized as the
                                          comparable rents in the income
                                          capitalization approach. This analysis
                                          provides insight on the micro market
                                          level of the subject as compared to
                                          the previous general market analysis.

                             Most Competitive Market
                                Occupancy Summary

<TABLE>
<CAPTION>
============================================================================================
                                              Rent         Square       Year 
Comparable Apartment                           No.          Feet        Built      Occupancy
- --------------------------------------------------------------------------------------------
<S>                                          <C>          <C>           <C>           <C>
Delchamps Plaza Shopping Center              Subject       62,859       1989           96%
- --------------------------------------------------------------------------------------------
Zuppardo's Long Beach Village Shopping          1          55,000       1996          100%
Center, Long Beach
- --------------------------------------------------------------------------------------------
Oak Harbor Square Shopping Center,              2         129,000       1990           95%
Long Beach
- --------------------------------------------------------------------------------------------
Delchamps Plaza Shopping Center,                3          91,894       1988          100%
Gulfport
- --------------------------------------------------------------------------------------------
Handsboro Square Shopping Center,               4         160,000       1983           98%
Gulfport
============================================================================================
Totals/Weighted Avgs.                          --         468,753         --           97%
============================================================================================
</TABLE>

Total SF Occupied:                        455,741 SF
Total SF Vacant:                          12,012 SF

Analysis:                                 The most competitive shopping center
                                          properties, including the subject have
                                          an occupancy rate at 95% or higher.
                                          The subject's occupancy is at the
                                          mid-point of the overall occupancy.
                                          The most competitive market's
                                          occupancy is obviously reflective of
                                          the good health of the submarket.

Investment Desirability:                  The retail real estate investor market
                                          is becoming cautious. Retail sales
                                          nationally were weaker than expected
                                          in 1995, particularly for the
                                          Christmas season and only reflected
                                          moderate increases for 1996 for same
                                          store sales. In addition, the market
                                          is changing significantly with the
                                          on-slaught of superstores and the
                                          significant growth in catalogue retail
                                          sales. Thus, tenant type and center
                                          design is constantly changing as well
                                          as consumers' buying habits.


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                                                                         Page 17
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                                        Shopping Center Market Analysis, cont'd.
- --------------------------------------------------------------------------------

                                          It is inevitable that a certain
                                          percentage of these superstores will
                                          fall out due to increased competition.
                                          Thus, while power centers were the
                                          investors choice only one to two years
                                          ago, they have fallen out of favor
                                          over the past several months.
                                          Investors are considering neighborhood
                                          and community centers to be a better
                                          investment. People will always have to
                                          buy groceries, get their hair cut, buy
                                          pizza and purchase consumable items
                                          and services from local neighborhood
                                          and community stores. This is
                                          considered a positive for the subject.

Potential New Construction:               The likelihood of new major
                                          retail/commercial development in the
                                          Long Beach/Gulfport area is slight,
                                          since the local population has
                                          remained relatively the same over the
                                          past few years. The last major
                                          development was of Zuppardo's Long
                                          Beach Village Shopping Center a fully
                                          occupied center. The anchor at this
                                          center is Winn-Dixie, which has been
                                          adding new properties to the Gulf
                                          Coast in the past few years.

Conclusions

      The overall Long Beach/Gulfport/Harrison County shopping center market has
been negatively affected in the period of 1982 through 1994 from the significant
decline in the local economy, due to the reduction of tourism and seafood
industry. However, the data indicates the market has had significant
improvements in occupancy for the neighborhood and community center market with
increasing occupancies and rents, and is further being bolstered by similar
improvements in the economy and employment sector particularly from the recent
entrance of the gaming industry.

      In the final analysis, the economy is maintaining strength with increased
employment and retail sales. Neighborhood shopping centers are gaining strength,
particularly well anchored centers in good locations. Speculative new
development is currently limited; however, the new development around the
Casinos in Gulfport is progressing in a positive manor. This should result in
continued high occupancies and moderate rent appreciation over the foreseeable
future, or at least two years.

Subject Property Conclusions

      The subject property can be classified as an anchored neighborhood center.
The subject's retail submarket is relatively strong with high occupancies in the
newer or renovated centers and moderate occupancies in the older centers. The
tenant mix for the subject is appropriate for the local market it serves. In
addition, the potential for new development and competition is highly limited
because of limited land availability and no known new construction is
anticipated in the short term. Thus, the subject property is considered an
average quality investment property with the most probable buyer being a
regional or national buyer.


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                                                                         Page 18
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<PAGE>

                                                           NEIGHBORHOOD ANALYSIS
================================================================================

Neighborhood Defined

      A neighborhood, as defined by the 9th edition of The Appraisal of Real
Estate is "a grouping of complementary land uses" effected by similar operation
of the four forces that affect property value. These forces include social,
economic, governmental and environmental factors. A neighborhood is further
defined by the revised edition of Real Estate Appraisal Terminology as being a
portion of a larger community, or an entire community, in which there is a
homogeneous grouping of inhabitants, buildings or business enterprises.
Neighborhood boundaries may consist of well-defined natural or manmade barriers
or they may be more or less defined by a distinct change in land use or in the
character of the inhabitants. The overriding purpose of describing and analyzing
a particular neighborhood is to observe and/or quantify data indicating
discernible patterns or urban growth, structure and change that may enhance or
detract from property values.

Neighborhood Boundaries

North:             28th Street

East:              Lewis Avenue/City Limits

South:             Gulf of Mexico

West:              Beat Line Road/City Limits

      Comments: The boundaries for the subject neighborhood were chosen because
they contain homogeneous and dependent land uses delineated by distinct man-made
boundaries. The neighborhood boundaries cover an area of approximately 15 square
miles. These boundaries constitute most of Long Beach.

General Neighborhood Data

Distance from CBD:                     750 southeast

Distance from Airport:                 6 miles northeast (Gulfport, MS)

Percent Built-Up:                      90%

General Land Uses:

  Single Family:                       50%

  Apartment:                           20%

  Retail, Office:                      25%

  Industrial, heavy commercial:        5%

Types of Commercial Tenancies:

  Predominant:                         Multi-tenant

  Secondary:                           Limited free standing owner occupant

Predominant Property Age Range:        1960's - 1990's

Neighborhood Life Cycle Stage:         Stable to revitalization

Public Transportation:                 None

      Comments: The immediate area around the subject property is a moderately
trafficked retail district in the Long Beach area. Since the neighborhood is
generally Long Beach, it contains a very wide range of development types and
ages.


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                                                                         Page 19
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<PAGE>

                                                  Neighborhood Analysis, cont'd.
- --------------------------------------------------------------------------------

Major Traffic Arteries/Access

================================================================================
Street Name          Type                            Direction      No. of Lanes
- --------------------------------------------------------------------------------
Beach Blvd./US-90    Primary neighborhood artery     east-west      4 lane +
                                                                    turnlane &
                                                                    service road
- --------------------------------------------------------------------------------
Railroad Street      Neighborhood artery             east-west      2 lane
- --------------------------------------------------------------------------------
Beat Line Road       Primary neighborhood artery     north-south    2 lane
- --------------------------------------------------------------------------------
Canal Road           Neighborhood artery             north-south    2 lane
================================================================================

      Accessibility: The major traffic arteries provide average ingress and
egress for the neighborhood. Beach Blvd./US-90 is the primary retial/commercial
corridor for Long Beach. US-90 use to be the primary coastal highway along the
Gulf of Mexico from Louisiana to Florida, prior to the construction of IH-10.
The traffic arteries in the previous chart provided adequate accessibility
throughout the neighborhood. IH-10 has two interchanges that provide
accessibility to Long Beach.

Neighborhood Utilities & Infrastructure

================================================================================
Item                   Adequacy            Provider                     Cost
- --------------------------------------------------------------------------------
Sewer                  Adequate            Public                       Typical
- --------------------------------------------------------------------------------
Water                  Adequate            Public                       Typical
- --------------------------------------------------------------------------------
Gas                    Adequate            Public                       Typical
- --------------------------------------------------------------------------------
Power                  Adequate            Singing River Power          Typical
- --------------------------------------------------------------------------------
Telephone              Adequate            Bell South                   Typical
- --------------------------------------------------------------------------------
Interior Roads         Adequate            Public                       N/A
================================================================================

      Comments: The neighborhood utilities and infrastructure are considered
typical for the area and no negative influences are noted.

Trends

      General Neighborhood History: The subject neighborhood is a developed
coastal community with an extensive history because of its urban location.
Commercial development along Beach Blvd./US-90 as it currently exists began in
the late 1960's into the 1970's with retail strip centers and free standing
commercial buildings. Additional development has occurred in the late 1989 and
1996 along Railroad Street. Given the recent economic change in the area, with
the introduction of gaming, redevelopment began again in the mid-1990's with the
construction of quality retail centers.

      New Development: In general, the subject neighborhood is a retail and
commercial district with occasional redevelopment. The likelihood of new major
retail/commercial 


- --------------------------------------------------------------------------------
                                                                         Page 20
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<PAGE>

                                                  Neighborhood Analysis, cont'd.
- --------------------------------------------------------------------------------

development in the Long Beach area is slight, since the local population has
remained relatively the same over the past few years. The last major development
was of the Zuppardo's Long Beach Village Shopping Center two blocks to the east.
Vacant commercial land is in short supply along US-90 in Long Beach.

Conclusions

      In spite of the slight decline in the economic base within the subject's
area over the past ten years, the residential areas have remained relatively
static over the years. Prospects for improving rents for the subject property
appear good to average as the subject property offers a niche product with lower
rents than those generally found in the subject's neighborhood for retail uses
with good anchors.


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                                                                         Page 21
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<PAGE>

                                NEIGHBORHOOD MAP

                               [GRAPHIC OMITTED]


- --------------------------------------------------------------------------------
                                                                         Page 22
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<PAGE>

                                                                   SITE ANALYSIS
================================================================================

Location:                                 200 West Railroad Street; Northwest
                                          corner of West Railroad Street and
                                          Klondike Road.

Size:

          Acres:                          7.023

          Square Feet (SF):               305,943 SF

          Source:                         Metes & bounds description

Shape:                                    Semi-rectangular; Improvements are
                                          situated perpendicular to West
                                          Railroad Street.

Frontage:

          West Railroad Street:           540.11'

          Klondike Road:                  429.40'

          Second Avenue:                  320'

          Russell Street:                 216.52'

Street Improvements:
          West Railroad Street:
             Street Type:                 Secondary neighborhood artery
             Traffic Direction:           East - west
             Quality; Condition:          Asphalt with bar-ditches; average
             Number of Lanes:             One
             Driveway Cuts:               Three
             General Traffic Patterns:    Moderate

          Klondike Road:
             Street Type:                 Secondary neighborhood artery
             Traffic Direction:           North - South
             Quality; Condition:          Asphalt with bar-ditches; average
             Number of Lanes:             Two
             Driveway Cuts:               Three
             General Traffic Patterns:    Moderate

          Second Avenue
             Street Type:                 Neighborhood access road
             Traffic Direction:           North - South
             Quality; Condition:          Asphalt with bar-ditches; average
             Number of Lanes:             Two
             Driveway Cuts:               Two
             General Traffic Patterns:    Moderate

          Russell Street:
             Street Type:                 Neighborhood access road
             Traffic Direction:           North - South
             Quality; Condition:          Asphalt with bar-ditches; average


- --------------------------------------------------------------------------------
                                                                         Page 23
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<PAGE>

                                                          Site Analysis, cont'd.
- --------------------------------------------------------------------------------

             Number of Lanes:             Two

             Driveway Cuts:               Two

             General Traffic Patterns:    Moderate

Visibility:                               Good, for stores fronting West
                                          Railroad Street

Ingress/Egress:                           Good. Seven curb cuts on four sides of
                                          the subject property. No limiting
                                          factors noted. The ingress/egress is
                                          very good because of the unusual
                                          benefit of having frontage on all four
                                          sides of the site.

Topography:                               Level.

Subsoil Conditions & Drainage:            The appraisers are not aware of an
                                          engineering study made to determine
                                          the subsoil conditions. Upon
                                          inspection of the subject and
                                          surrounding improvements, conditions
                                          appear adequate to support the subject
                                          structure. Drainage appears to be
                                          adequate.

Flood Plain:                              No

          FEMA Map #:                     285257 0004 B
          Effective Date:                 11/16/83

Nuisances & Hazards:
Environmental:                            Based on our site inspection, the
                                          appraisers did not observe any
                                          hazardous materials on the subject
                                          site. However, the appraisers are not
                                          qualified to detect such substances
                                          and would recommend an environmental
                                          audit be performed by an expert in
                                          this field to determine the possible
                                          existence of any potentially hazardous
                                          substances. No responsibility is
                                          assumed by the appraisers for any such
                                          conditions and the value estimate
                                          contained in this report is predicated
                                          on the assumption that there are no
                                          such hazardous materials existing on
                                          the site.

          General:                        No other nuisances or potential
                                          hazards were noted.

Easements:                                Neither the survey nor the on-site
                                          inspection of the property indicated
                                          any unusual or detrimental easements
                                          other than typical utility easements.

Utilities & Services:                     All typical public utilities including
                                          sewer, water, gas, electric and
                                          telephone are available and in use at
                                          the site. Capacity is considered
                                          adequate for any potential feasible
                                          development of the site.


- --------------------------------------------------------------------------------
                                                                         Page 24
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<PAGE>

                                                          Site Analysis, cont'd.
- --------------------------------------------------------------------------------

Surrounding Land Uses:                    Retail uses abut the subject site on
                                          the eastside across Klondike Road. To
                                          the westside behind the subject site
                                          are commercial service uses.
                                          Residential uses bound the subject
                                          property to the south, north and
                                          northeast; across West Railroad
                                          Street, Russell Street and Klondike
                                          Road, respectively. Other
                                          retail/commercial uses can be found
                                          across West Railroad to the southeast.

      Conclusion: The subject site is compatible with surrounding parcels both
in physical features and use. Additionally, it is functionally adequate for the
existing improvements and development of any potential feasible development
consistent with surrounding land uses. There is no evidence of any negative site
factors that would hamper the existing use, value, or marketability of the
subject site.

      The reader is directed to the site analysis exhibits provided on the
following pages.


- --------------------------------------------------------------------------------
                                                                         Page 25
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<PAGE>

                                 AS-BUILT SURVEY

                               [GRAPHIC OMITTED]


- --------------------------------------------------------------------------------
                                                                         Page 26
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<PAGE>

                                  TAX PLAT MAP

                               [GRAPHIC OMITTED]


- --------------------------------------------------------------------------------
                                                                         Page 27
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<PAGE>

                                 FLOOD PLAIN MAP

                                [GRAPHIC OMITTED]


- --------------------------------------------------------------------------------
                                                                         Page 28
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<PAGE>

                                                     DESCRIPTION OF IMPROVEMENTS
================================================================================

      The data and analysis included in this report section describes the
building and improvement data relevant to the appraisal problem. Sources of the
data are identified and information not available to the appraiser is noted
where necessary. The data presented is analyzed based upon the functional
utility and physical condition relative to their influence on the value
conclusion of this assignment.

Property Type and Character

Property Type:                            Neighborhood shopping center

Building Age:
      Year Built:                         1989
      Actual Age:                         8 years
      Total Economic Life:                50 years*
      Effective Age:                      4 years*
      Remaining Economic Life:            46 years*
      * See Condition Analysis to follow

No. of Stories:                           1

Size:
      Gross Building Area (GBA):          62,859 SF
      Net Rentable Area (NRA):            62,859 SF
      Source:                             Rent roll and tax records
      Floor-to-Area Ratio:                0.21:1

Typical Small Shop Bay Depth:             60' to 70'

Typical Small Shop Bay Width:             20' to 25'

Anchor Space:
      Tenants:                            Delchamps, Big 'B' Drugs and Family 
                                          Dollar
      Total Size:                         50,059 SF
      % Anchor:                           79.64%

      Comment: The anchor spaces are specifically designed for the anchor
tenants. However, the open "big box" space is easily adaptable to other tenants.
A loading dock is located in the rear of the Delchamps and Big 'B' Drugs space.

Tenancy:
              No. of Tenants:             11 plus 2 vacant spaces
              Type Occupancy:             Multi-tenant
              Current Physical Occupancy: 96%


- --------------------------------------------------------------------------------
                                                                         Page 29
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<PAGE>

                                    SITE PLAN

                                [GRAPHIC OMITTED]


- --------------------------------------------------------------------------------
                                                                         Page 32
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<PAGE>

                                                 PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================


                                [GRAPHIC OMITTED]

               Front view of the subject on West Railroad Street.


                                [GRAPHIC OMITTED]

                 Front view of subject looking to the southwest.


- --------------------------------------------------------------------------------
                                                                         Page 33
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                        Photographs of Subject Property, cont'd.
- --------------------------------------------------------------------------------


                                [GRAPHIC OMITTED]

        Front view of subject looking to the west from the intersection.


                                [GRAPHIC OMITTED]

         View of West Railroad Street looking east with subject on left.


- --------------------------------------------------------------------------------
                                                                         Page 34
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                        Photographs of Subject Property, cont'd.
- --------------------------------------------------------------------------------


                                [GRAPHIC OMITTED]

        View of West Railroad Street looking west with subject on right.


                                [GRAPHIC OMITTED]

             View of the rear of the Big `B' Drug Store facing west.


- --------------------------------------------------------------------------------
                                                                         Page 35
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<PAGE>

                                                         SUBJECT PROPERTY ZONING
================================================================================

Subject Zoning Data Summary

Subject Zoning Designation:               C-2 Commercial District

Zoning Authority:                         City of Long Beach

Purpose of Zoning District:               Intended to provide for a wide range
                                          of commercial uses and concerned with
                                          retail trade and consumer services;
                                          amusement and entertainment
                                          establishment; drive-in stores, eating
                                          places and financial institutions; and
                                          offices. The uses in these districts
                                          service a wide market area and,
                                          therefore, ease of automotive access
                                          is a requisite. However, it is not
                                          intended that these districts permit
                                          uses which generate large volumes of
                                          truck traffic. Bulk regulations are
                                          designed to control building volumes
                                          such that compatibility with vicinity
                                          residential uses is promoted, while
                                          maintaining maximum flexibility in
                                          commercial activities. Appropriate
                                          open space between commercial and
                                          residential areas is required unless
                                          appropriate design features are
                                          accomplished under the planned unit
                                          development procedures for this
                                          district.

Permitted Uses:                           Commercial activities that are
                                          permitted by right are convenience
                                          sales and services, automobile
                                          franchise dealers, churches, motels,
                                          hotels, automotive parking, food
                                          service, medical service, general
                                          personal service, financial services,
                                          consulting and administrative
                                          services, business and communication
                                          services, undertaking service,
                                          drive-in food service, automotive
                                          services, general retail sales and
                                          service, consumer laundry and repair,
                                          retail business supply, group
                                          assembly, wholesale sales, and
                                          construction sales and service.

Regulations

Yard Fronting any Street:                 Judged on an individual basis by the
                                          Zoning Enforcement Officer.

Side Yard:                                Judged on an individual basis by the
                                          Zoning Enforcement Officer.

Rear Yard:                                Judged on an individual basis by the
                                          Zoning Enforcement Officer.

Maximum Floor Ratio (FAR):
        Base FAR:                         Judged on an individual basis by the
                                          Zoning Enforcement Officer.


- --------------------------------------------------------------------------------
                                                                         Page 36
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<PAGE>

                                                Subject Property Zoning, cont'd.
- --------------------------------------------------------------------------------

Maximum Height:                           Judged on an individual basis by the
                                          Zoning Enforcement Officer.

Required Off-Street Parking:              Judged on an individual basis by the
                                          Zoning Enforcement Officer.

Improvements Conformity:                  Improvements appear to conform to the
                                          zoning regulations.

Deed Restrictions:                        None known to the appraisers

Public Restrictions:                      None known to the appraisers

      The reader's attention is directed to the zoning map exhibit presented on
the following page.


- --------------------------------------------------------------------------------
                                                                         Page 37
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<PAGE>

                                   ZONING MAP

                                [GRAPHIC OMITTED]


- --------------------------------------------------------------------------------
                                                                         Page 38
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                                            HIGHEST AND BEST USE
================================================================================

Introduction

      In highest and best use analysis, an appraiser identifies the most
profitable, competitive use to which a property can be utilized. Highest and
best use may be defined as:

      The reasonably probable and legal use of vacant land or an improved
      property, which is physically possible, appropriately supported,
      financially feasible, and that results in the highest value.(1)

      Proper analysis includes consideration of the highest and best use of a
given property 1) as if vacant, and 2) as improved. The purpose of determining
the highest and best use of land as though vacant is to identify a site's
potential use, which governs its value. The purpose of determining the highest
and best use of property as improved is to identify the use that is expected to
produce the greatest overall return on the capital invested, and to assist the
appraiser in the selection of comparable properties.

      A property's highest and best use must be 1) physically possible, 2)
legally permissible, 3) financially feasible, and 4) maximally productive. These
criteria will be considered sequentially and conditionally in this section of
the appraisal report.

      The highest and best use analysis and conclusions form the foundation for
the application of the three approaches to value and the reconciliation and
final value estimate. The data presented in the previous sections of this report
is analyzed and used as support for establishing the opinion of highest and best
use. Therefore, only the more distinctive characteristics from each section that
have substantial impact on the highest and best use are analyzed. The reader is
referred to the previous sections for the detailed data.

Highest and Best Use as Vacant

      The initial step in analyzing the highest and best use of the appraised
property is to consider the land as if vacant. Highest and best use of land or a
site as vacant assumes that a parcel of land is vacant or can be made vacant by
demolishing any improvements.

1.    Physically Possible

      The size, shape, location, topography, and surrounding land use pattern of
a parcel of land affects its physical utility and adaptability. These and other
physical characteristics are considered in analyzing the physical capabilities
of the site and most probable uses.

      Report Section Reference: Site Analysis and Neighborhood Analysis

- ----------

      (1) The Appraisal of Real Estate, Ninth Edition, (Chicago: American
Institute of Real Estate Appraisers, 1987), p. 269.


- --------------------------------------------------------------------------------
                                                                         Page 39
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<PAGE>

                                                   Highest and Best Use, Cont'd.
- --------------------------------------------------------------------------------

General Site Features:
     Physical Characteristics:            The semi-rectangular shape, average
                                          frontage, level topography, soil
                                          conditions and 7.023 acre size are
                                          functional for almost any type of
                                          development consistent with
                                          neighborhood trends. No unusual site
                                          development costs would be required.

     Utilities & Services:                All public utilities are available to
                                          the site in adequate supply and
                                          capacity to permit development of any
                                          probable use of the site. The site
                                          fronts on a public street that is in
                                          good condition.

     Functional Utility:                  Considering the general site features,
                                          the functional utility and physical
                                          adaptability of the subject site is
                                          considered average and will allow most
                                          any typical development prevalent in
                                          the area.

     Surrounding Land Uses:               Retail uses abut the subject site on
                                          the eastside across Klondike Road. To
                                          the westside behind the subject site
                                          are commercial service uses.
                                          Residential uses bound the subject
                                          property to the south, north and
                                          northeast; across West Railroad
                                          Street, Russell Street and Klondike
                                          Road, respectively. Other
                                          retail/commercial uses can be found
                                          across West Railroad to the southeast.

     Limiting Factors:                    No limiting physical factors noted

      Physically Possible Conclusion:The physical characteristics of the site
and available utilities and services are adequate for a variety of uses and do
not significantly limit the potential development of the site except to the
density which would be allowed under the current zoning.

2.    Legally Permissible Uses

      The analysis of legally permissible uses of the property includes
consideration of zoning ordinances, private and deed restrictions, historic
district controls and environmental regulations.

        Report Section Reference:         Zoning Analysis

        Zoning Designation:               C-2 Commercial District

        Permitted Uses:                   Commercial activities that are
                                          permitted by right are convenience
                                          sales and services, automobile
                                          franchise dealers, churches, motels,
                                          hotels, automotive parking, food
                                          service, medical service, general
                                          personal service, financial services,


- --------------------------------------------------------------------------------
                                                                         Page 40
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                                   Highest and Best Use, Cont'd.
- --------------------------------------------------------------------------------

                                          consulting and administrative
                                          services, business and communication
                                          services, undertaking service,
                                          drive-in food service, automotive
                                          services, general retail sales and
                                          service, consumer laundry and repair,
                                          retail business supply, group
                                          assembly, wholesale sales, and
                                          construction sales and service. See
                                          Zoning Analysis for more information.

        Deed Restrictions:                None known to the appraisers

        Public Restrictions:              No public restrictions are known.

        Possibility of
        Zoning Change:                    None known to the appraisers

      Legally Permissible Uses Conclusions:Based upon the factors analyzed and
the legally permissible uses for the subject, the best uses appear to be retail
services.

3.    Financially Feasible

      In determining which uses are physically possible and legally permissible,
an appraiser eliminates some uses from consideration. Then the uses that meet
the first two criteria are analyzed further to determine which are likely to
produce an income, or return, equal to or greater than the amount required to
satisfy operating expenses, financial obligations and capital amortization. All
uses that are expected to produce a positive return are regarded as financially
feasible.

        Most Probable Uses:               Based upon the analysis of physically
                                          possible uses and legally permissible
                                          uses, the best and most probable uses
                                          are limited to the highest density of
                                          retail space physically possible.

        Feasibility:                      All of the most probable uses listed
                                          above are considered financially
                                          feasible based upon land values in the
                                          immediate area.

        Income:                           The use with the highest potential net
                                          operating income is retail sales,
                                          particularly a shopping center
                                          complex.

        Occupancies:                      Overall occupancy for retail shop
                                          space in Long Beach and Guldport is
                                          estimated to be near 95%. This is
                                          considered sufficient to justify new
                                          construction.

      Feasibility Conclusion:The analysis of potential income and return on
investment as well as demand (occupancy) indicates that retail services with a
low percentage of office space would yield the highest return.


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                                                                         Page 41
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                                   Highest and Best Use, Cont'd.
- --------------------------------------------------------------------------------

4.    Maximally Productive

      A comparison of the financially feasible uses indicates that retail
services with low office percentage would yield the highest return to the land.

Highest and Best Use                      The highest and best use of the       
 As If Vacant Statement:                  subject site assuming it is vacant is 
                                          development of a neighborhood shopping
                                          center.                               

Highest and Best Use as Improved

      The preceding analysis of the site as vacant is also relevant to the
highest and best use of the subject property, as improved. If the existing
improvements are the same as those indicated for the highest and best use as
vacant, the four tests for highest and best use do not have to be applied here
because the conclusions reached in testing for the highest and best use of the
site as though vacant are applicable to the analysis as improved.

Conformance to Highest and                The existing improvements of the
 Best Use as Vacant:                      property generally conform to the
                                          highest and best use as vacant.

Possible Demolition,                      A comparison of the land value
 Renovation or Conversion                 estimate and the value estimate of the
 in Use:                                  property as improved in the
                                          forthcoming valuation section
                                          indicates that the improvements
                                          contribute significant value to the
                                          property. Therefore, demolition is not
                                          justified. An economic analysis shows
                                          remodeling, renovation or conversion
                                          of the subject to another use is not
                                          economically justified.

Highest & Best Use                        The highest and best use as improved
 As Improved Statement:                   is continued use as an neighborhood
                                          shopping center development.


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                                                                         Page 42
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                                        REAL ESTATE TAX ANALYSIS
================================================================================

Taxing Authorities:                       The subject property is located within
                                          the taxing jurisdictions of the City
                                          of Long Beach and Harrison County. The
                                          City of Long Beach and Harrison County
                                          tax rate represents all local
                                          municipal tax charges. The property is
                                          subject to the following taxing
                                          jurisdictions and 1997 Ad Valorem Tax
                                          rate.

Real Estate Tax Rates

     Tax Rate's Year:                     1997

     Pascagoula/Jackson                   $164.42 per $1,000 of Assessed Value
      County:                                  

     Tax Bill Due Date:                   Between October and February

Assessment Ratio

      The taxing authority applies an assessment ratio to each property's tax
appraised value for the calculation of taxes. The assessment ratio applied is
determined by the property type as follows:

     Commercial Property                  15%

Subject Real Estate Tax Data

     Real State Tax District              City of Long Beach & Harrison County

     Real Estate Tax Rate:                $164.42 per $1,000 of Assessed Value

     Assessment Ratio:                    15%

     Tax Appraised Value:                 $2,143,934

Tax Comparables

<TABLE>
<CAPTION>
======================================================================================================
      Comparables           Appraised       Assessed       Tax Rate         Tax                 Taxes
                              Value           Value         /$1000        Expense    Size (SF)   /SF
- ------------------------------------------------------------------------------------------------------
<S>                         <C>             <C>             <C>           <C>         <C>       <C>  
Zuppardo's Long Beach       $2,069,895      $310,484        $164.42       $51,050     55,000    $0.93
Village S/C
- ------------------------------------------------------------------------------------------------------
Oak Harber Square S/C       $3,551,926      $532,789        $164.42       $87,601    129,000    $0.68
- ------------------------------------------------------------------------------------------------------
Delchamps Plaza S/C         $2,118,512      $317,777        $164.42       $52,249     61,894    $0.84
- ------------------------------------------------------------------------------------------------------
Subject                     $2,143,934      $321,590        $164.42       $52,876     62,749    $0.84
======================================================================================================
</TABLE>

     Note: The assessed value is calculated based on a 15% assessment ratio.

Subject Tax Expense                       The subject property is at the
Analysis:                                 mid-point of the tax expense per unit
                                          range. All of the comparables are
                                          relatively similar properties;
                                          however, the subject


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                                                                         Page 43
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<PAGE>

                                               Real Estate Tax Analysis, cont'd.
- --------------------------------------------------------------------------------

                                          has a higher percentage of big box
                                          space. After discussions with the
                                          local tax assessor and considering it
                                          being a existing property, the tax
                                          expense and appraised value are
                                          considered reasonable in comparison to
                                          the comparable properties.


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                                                                         Page 44
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                                             APPRAISAL PROCEDURE
================================================================================

Introduction

      The estimation of market value of a property that is being appraised is
accomplished by the comparison and analysis of as many techniques as are
appropriate. Three approaches are generally used to produce value indications.

Cost Approach:                            This valuation technique is based on
                                          the premise that the value of a
                                          property can be indicated by the
                                          current cost to construct a
                                          reproduction or replacement of the
                                          improvements minus the amount of
                                          depreciation evident in the structures
                                          from all causes plus the value of the
                                          land and entrepreneurial profit. The
                                          Cost Approach is particularly useful
                                          for appraising new or nearly new
                                          improvements. Current costs for
                                          constructing improvements are derived
                                          from cost estimators, cost
                                          publications, builders or contractors.
                                          Depreciation is measured by market
                                          research and/or through the
                                          application of specific mathematical
                                          procedures. Land value is estimated
                                          separately by direct sales comparison.

Sales Comparison Approach                 This approach is most viable when an
                                          adequate number of properties of
                                          similar type have been sold recently
                                          or are currently offered for sale in
                                          the subject market. The application of
                                          this approach produces a value
                                          indication for a property through
                                          comparison with similar properties,
                                          called comparable sales. The sale
                                          prices of properties judged to be most
                                          comparable tend to set a range in
                                          which the value indication for the
                                          subject falls.

Income Capitalization                     This approach to value is applicable
Approach:                                 to properties capable of producing a
                                          net income stream. By using the income
                                          capitalization approach, the appraiser
                                          measures the present value of the
                                          future benefits of property ownership.
                                          Income streams and the value of
                                          property upon resale (reversion) are
                                          capitalized or converted into a
                                          present, lump-sum value. Research and
                                          analysis of data for this approach are
                                          conducted against a background of
                                          supply and demand relationships. This
                                          background provides information on
                                          trends and market anticipation that
                                          must be verified for data analysis.


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                                                                         Page 45
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<PAGE>

                                                    Appraisal Procedure, cont'd.
- --------------------------------------------------------------------------------

Reconciliation of                         The strengths and weaknesses of each
Approaches:                               approach used are weighed in the final
                                          analysis. The approach or approaches
                                          offering the greatest quantity and
                                          quality of supporting data are
                                          typically given most consideration and
                                          the final estimate of value is
                                          correlated.

Approaches Utilized
   In This Assignment:                    The Cost, Sales Comparison and Income
                                          Capitalization Approaches to value
                                          have each been utilized in estimating
                                          the market value of the subject
                                          property as of the effective date of
                                          appraisal.


- --------------------------------------------------------------------------------
                                                                         Page 46
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                                                  LAND VALUATION
================================================================================

Introduction

      A reliable value indication for the subject parcel is provided by an
analysis and comparison of other comparable sites which have sold in the
marketplace. Many factors influence the price of land. The technique involved in
the value estimate of the land uses the principle of substitution as the basis
for analysis, and the methodology includes an analysis of what buyers in the
area have been paying for similar properties. Therefore, the value of the
subject site is derived from sales and listings of comparable properties in the
area. The comparable land sales included in this report are analyzed with
respect to market conditions (time), location, physical characteristics
(functional utility) and size.

      Dollar or percentage adjustments are made to the sale price of each
comparable. Positive adjustments are made for deficiencies in the comparable
property relative to the subject site. Negative adjustments are made for
superior characteristics of the sale relative to the subject. When sufficient
sales data is available, a "paired sales" analysis is utilized. This is a
procedure in which sales arc compared in pairs to identify the effect of
specific differences on sale price. When such data is unavailable or
inconclusive, adjustments are made based on discussions with active market
participants (buyers, sellers, investors and developers), historical sales data,
or the appraiser's experience in valuing similar properties.

      The sales on the following pages are considered to have a reasonable
degree of comparability to the land being appraised. Information pertaining to
these transactions has been verified by either the buyer, seller, broker, or
other sources considered reliable and having knowledge of the particular
transaction.


- --------------------------------------------------------------------------------
                                                                         Page 47
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                                         Land Valuation, cont'd.
- --------------------------------------------------------------------------------



                                                      Comparable Land Sales Data
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
                                                                         Page 48
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<PAGE>

                                                     LAND SALE COMPARABLE NO. 1:
- --------------------------------------------------------------------------------

PROPERTY DATA

  Location:        Westside of Beatline Road, Long Beach, MS
  
  County:          Harrison
  
  Grantor:         N/A
  
  Grantee:         Stephen & Sarah McNally
  
  Map(s):          0512F-01
  
  Parcel(s):       022
  
  Sale Date:       06/01/94                     Book/Page          N / A

SITE DATA

  Size (Acres):        7.43
  
  Size (SF):           323,651
  
  Zoning:              C-3 Neighborhood Commercial
  
  Utilities:           All available to site
  
  Frontage:            510' along Beatline Road
  
  Shape:               Rectangular
  
  Topography:          Level
  
  Easements:           None detrimental
  
  Improvements:        None of value at sale date
  
  Intended Use:        Future Mini-warehouse

TRANSACTION DATA

  Consideration:          $60,000                       Price/SF:   $0.19
  
  Cash Equivalent:        $60,000                  Adj. Price/SF:   $0.19
  
  Financing:              All cash to seller.
  
  Verified By:            David Richards, MAI
  
  Comp_Code:              1291

COMMENTS:   Approximately 4 acres of this site is in a low area which is subject
            to seasonal flooding. This tract is 300 feet north of West Railroad
            Street.


- --------------------------------------------------------------------------------
                                                                         Page 49
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                                     LAND SALE COMPARABLE NO. 2:
- --------------------------------------------------------------------------------

PROPERTY DATA

Location:         NWQ of Cleveland Avenue and Railroad Street, Long Beach, MS

County:           Harrison

Grantor:          Ione B. Thomas

Grantee:          Fosshee Realty Co., Inc., etal

Map(s):           06110-04; 0612B-01

Parcel(s):        044; 019 &  020

Sale Date:        05/15/96                      Book/Page:      N   /   A

SITE DATA

Size (Acres):             9.99

Size (SF):                435,164

Zoning:                   C-2 Commercial District

Utilities:                All available to site

Frontage:                 Along Cleveland Avenue

Shape:                    Rectangular

Topography:               Level

Easements:                None detrimental

Improvements:             None of value at sale date

Intended Use:             Future Shopping Center

TRANSACTION DATA

Consideration:            $600,000                       Price/SF:   $1.38

Cash Equivalent:          $600,000                  Adj. Price/SF:   $1.38

Financing:                All cash to seller.

Verified By:              David Richards, MAI

Comp_Code:                1292

COMMENTS:         This is the sale of three parcels located along Cleveland
                  Avenue, just north of Railroad Street. It was later developed
                  into a shopping center anchored by Winn-Dixie.


- --------------------------------------------------------------------------------
                                                                         Page 50
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                                     LAND SALE COMPARABLE NO. 3:
- --------------------------------------------------------------------------------

PROPERTY DATA

Location:        NWC of Beatline and Long Beach Industrial Park Road, 
                 Long Beach, MS

County:          Harrison

Grantor:         J. Hurd Gaddy, etal

Grantee:         Hampton House Apartments, LLC

Map(s):          N/A

Parcel(s):       N/A

Sale Date:       08/25/95                Book/Page:     1313   /   001

SITE DATA

Size (Acres):            8.886

Size (SF):               387,074

Zoning:                  C-2 Commercial District

Utilities:               All available

Frontage:                Along Beatline and Long Beach Industrial Park Road

Shape:                   Rectangular

Topography:              Level

Easements:               None detrimental

Improvements:            None of value at sale date

Intended Use:            Future apartment complex

TRANSACTION DATA

Consideration:           $324,000                           Price/SF:   $0.84

Cash Equivalent:         $324,000                      Adj. Price/SF:   $0.84

Financing:               All cash to seller.

Verified By:             David Richards, MAI

Comp_Code:               1293

COMMENTS:         This is the sale of a level site overgrown with trees and
                  bushes in need of minor clearing. After the sale was
                  negotiated, it was discovered the property was designated as
                  wetlands. The seller set-up a mitigation bank on other
                  property which allowed the purchasers to reclaim this parcel.
                  The sales price was


- --------------------------------------------------------------------------------
                                                                         Page 51
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                                     Land Sale Comparable No. 3:
- --------------------------------------------------------------------------------

                  subsequently lowered to account for expense for fill. The
                  property is currently being improved with multi-family
                  residential aparments.


- --------------------------------------------------------------------------------
                                                                         Page 52
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                 LAND SALES MAP

                               [GRAPHIC OMITTED]


- --------------------------------------------------------------------------------
                                                                         Page 53
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                         COST APPROACH - LAND VALUATION ANALYSIS
================================================================================

Comparable Land Sales Summary

    -------------------------------------------------------------------------
                     Subject          Sale #1         Sale #2         Sale #3
    -------------------------------------------------------------------------
    Sale Date        Current         06/01/94        05/15/96        08/25/95
    -------------------------------------------------------------------------
    Size/Acre           7.02             7.43            9.99            8.89
    s
    -------------------------------------------------------------------------
    Zoning               C-2              C-3             C-2             C-2
    -------------------------------------------------------------------------
    SP/SF                N/A            $0.19           $1.38           $0.84
    -------------------------------------------------------------------------
    
Introduction

      A search for comparable land sales within the subject neighborhood and
competitive locales was conducted by the appraiser. The appraiser consulted with
local real estate agents knowledgeable of the subject market and researched
public records for pertinent information. The sales used herein represent the
most comparable data available at the time of the report. Adjustments to these
land prices for market financing, market conditions (time), location, physical
characteristics (functional utility) and size, as they relate to the subject
property, are made accordingly.

      The Pascagoula area has limited comparable land sales in the subject
neighborhood because of limited availability of vacant land. Recent development
in the area has been in the form of renovation of older shopping centers.
Therefore, the search for land sales was expanded to the Singing River Mall
area, which is a generally similar retail type area as the subject location.

      Following is a discussion of the major factors which influence the value
of the subject site. It should be noted that financing, conditions of sale and
time adjustments are made first to each of the comparables in order to reflect
authentic and current pricing trends. The net percentage of the remaining
adjustments for location, physical characteristics (utility) and size is then
applied to the "time adjusted" sales price to reflect the indicated value of the
subject.

Unit of Comparison:                 SP/SF; sales price per square foot
          Analysis:                 Discussions with brokers and developers in
                                    the subject market indicated that this is
                                    the basis unit of comparison from which they
                                    make their acquisition decisions for land
                                    similar to the subject.

Financing:                          The transactions are either all cash
                                    transactions for are considered to represent
                                    typical market financing and do not require
                                    an adjustment for non-market financing. As
                                    such, no adjustments are made for factors
                                    relating to financing.


- --------------------------------------------------------------------------------
                                                                         Page 54
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                                Land Valuation Analysis, Cont'd.
- --------------------------------------------------------------------------------

Conditions of Sale:                 All of the comparable sales are considered
                                    to have typical conditions of sale,
                                    therefore no adjustments were made.

Market Conditions:
          Description:              This adjustment, often referred to as the
                                    "time adjustment", reflects the direction
                                    of change in the market from the sale date
                                    of the comparable to the valuation date of
                                    the subject property.

          Analysis:                 The adjustment to Sale No. 3 reflects
                                    inferior market conditions at the time
                                    related to the local economic recession.
                                    The adjustment to the sale indicates that
                                    the market has improved since 1992.

Location:
          Description:              Locational features include visibility,
                                    access and proximity to other quality
                                    development.

          Analysis:                 All of the sales are located in same
                                    community. Sale Nos. 1 and 3 are adjusted
                                    for their weaker locations, further away
                                    from the center of Long Beach. Sale No. 2
                                    is the most similar to the subject in
                                    location with no adjustment is required.

Physical Characteristics

      The analysis of physical attributes considers shape, frontage, topography,
zoning and the availability of public utilities. Only those physical
characteristics which impact the sales price of the comparable relative to the
subject will be addressed. The physical elements of the sales as they relate to
the subject are addressed as follows.

      Shape:
          Description:              The shape of a site will determine its
                                    adaptability to possible uses. Some
                                    configurations may restrict structual
                                    design or limit the buildable/usable area
                                    of the parcel. A site must have adequate
                                    depth to accommodate the layout of the
                                    improvements, but should not be excessive
                                    in relation to the parcel's frontage and
                                    size.

          Analysis:                 All of the comparable sales have a shape
                                    adequate for their inteded use. As such,
                                    no adjustments are deemed appropriate for
                                    the comparables.

      Frontage:
          Description:              The amount of street frontage is important
                                    to commercial properties and, in
                                    particular, retail properties.

          Analysis:                 All of the comparable sales have a
                                    frontage adequate for their intended use.
                                    As such, no


- --------------------------------------------------------------------------------
                                                                         Page 55
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                                Land Valuation Analysis, Cont'd.
- --------------------------------------------------------------------------------

                                    adjustments are deemed appropriate for the
                                    comparables.

      Topography:
          Description:              The topography of a site can significantly
                                    impact the costs of development.
                                    Consideration must be given to the
                                    contour, grade and drainage of the sale
                                    tracts in relation to the appraised
                                    property.

          Analysis:                 The subject tract has a level topography.
                                    All of the comparable sales were
                                    considered to have similar topographical
                                    characteristics at the time of sale. Thus,
                                    no adjustments for topography are deemed
                                    necessary to the sales.

      Zoning:
          Description:              Zoning is often the most basic criteria in
                                    selecting comparables. Sites zoned the
                                    same as the subject property are the most
                                    appropriate comparable. When sufficient
                                    sales in the same zoning category are not
                                    available, data from similar categories
                                    may be used after adjustments have been
                                    made. These adjustments are based on the
                                    allowable uses, permitted density and
                                    restrictions within the ordinance in
                                    comparison to the subject.

          Analysis:                 All of the sales utilized in this land
                                    valuation have the same or comparable
                                    zoning designation as the subject. Thus,
                                    no adjustments for zoning are deemed
                                    necessary to the sales.

      Utilities:
          Description:              The availability and proximity to public
                                    utilities (water, sewer, electricity, gas
                                    and telephone) is an important attribute
                                    to the development of any property. This
                                    adjustment reflects the difference in
                                    sales price caused by the distance and
                                    capacity of utility services to the
                                    comparable sites and also considers the
                                    cost of bringing utilities to the tract.

          Analysis:                 All utilities were available to the
                                    comparable sites at the time of their
                                    sale, as they are to the subject. No
                                    adjustment is made for factors associated
                                    with utilities.

      Size:
          Description:              Most types of developmental have an
                                    optimal site size. If a site is larger
                                    than optimal, the value of the excess land
                                    tends to decline at an accelerating rate.
                                    As a result, larger tracts of land
                                    typically sell


- --------------------------------------------------------------------------------
                                                                         Page 56
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                                Land Valuation Analysis, Cont'd.
- --------------------------------------------------------------------------------

                                    for less per unit of comparison than
                                    smaller parcels, all other factors being
                                    equal.

          Analysis:                 The subject land contains 7.023 acres of
                                    land. The comparable sales have land sizes
                                    ranging from 7.43 to 9.99 acres. Thus, no
                                    adjustments for size are deemed necessary
                                    to the sales.

            On the following page is an adjustment grid of the comparable sales
      utilizing the adjustments noted in the previous analysis.


- --------------------------------------------------------------------------------
                                                                         Page 57
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                      COMPARABLE LAND SALES ADJUSTMENT GRID

<TABLE>
<CAPTION>
                                 SUBJECT            SALE #1                 SALE #2                 SALE #3       
                                            ----------------------------------------------------------------------
<S>                           <C>                 <C>                     <C>                   <C>               
Sale Price                                          $0.19                    $1.38                   $0.84        
                                            ----------------------------------------------------------------------
Elements of Comparison                                                                       
                                            ----------------------------------------------------------------------
Date of Sale                                       06/01/94                 05/15/96                08/25/95      
                                            ----------------------------------------------------------------------
  Comparison                                        Similar                 Similar                 Similar       
                                            ----------------------------------------------------------------------
  Adjustment                                          0%                       0%                      0%         
                                            ----------------------------------------------------------------------
                                            ----------------------------------------------------------------------
Adjusted Price                                      $0.19                    $1.38                   $0.84        
                             -------------------------------------------------------------------------------------
Location                          Good               Poor                     Good                  Average       
                             -------------------------------------------------------------------------------------
  Comparison                                      Inferior                  Similar                 Inferior      
                                            ----------------------------------------------------------------------
  Adjustment                                         100%                      0%                     65%         
                             -------------------------------------------------------------------------------------
Shape                        Semi-rectangular     Rectangular             Rectangular              Rectangular  
                             -------------------------------------------------------------------------------------
  Comparison                                        Similar                 Similar                 Similar       
                                            ----------------------------------------------------------------------
  Adjustment                                          0%                       0%                      0%         
                             -------------------------------------------------------------------------------------
Frontage                          Good               Good                     Good                    Good        
                             -------------------------------------------------------------------------------------
  Comparison                                        Similar                 Similar                 Similar       
                                            ----------------------------------------------------------------------
  Adjustment                                          0%                       0%                      0%         
                             -------------------------------------------------------------------------------------
Topography                        level              Level                   Level                   Level        
                             -------------------------------------------------------------------------------------
  Comparison                                        Similar                 Similar                 Similar       
                                            ----------------------------------------------------------------------
  Adjustment                                          0%                       0%                      0%         
                             -------------------------------------------------------------------------------------
Zoning                             C-2               C-3                      C-2                     C-2         
                             -------------------------------------------------------------------------------------
  Comparison                                        Similar                 Similar                 Similar       
                                            ----------------------------------------------------------------------
  Adjustment                                          0%                       0%                      0%         
                             -------------------------------------------------------------------------------------
Utilities                    All Available   All available to site    All available to site      All available    
                             -------------------------------------------------------------------------------------
  Comparison                                        Similar                 Similar                 Similar       
                                            ----------------------------------------------------------------------
  Adjustment                                          0%                       0%                      0%         
                             -------------------------------------------------------------------------------------
Size                              7.02               7.43                     9.99                    8.89        
                             -------------------------------------------------------------------------------------
  Comparison                                        Similar                 Similar                 Similar       
                                            ----------------------------------------------------------------------
  Adjustment                                          0%                       0%                      0%         
                             -------------------------------------------------------------------------------------
Other                              N/A 
                             -------------------------------------------------------------------------------------
  Comparison                                        Similar                 Similar                 Similar       
                                            ----------------------------------------------------------------------
  Adjustment                                          0%                       0%                      0%         
                                            ----------------------------------------------------------------------
Net Adjustment                                       100%                      0%                     65%         
                                            ----------------------------------------------------------------------
Final Adjustment Sale Price                         $0.38                    $1.38                   $1.39        
                                            ----------------------------------------------------------------------
</TABLE>


- --------------------------------------------------------------------------------
                                                                         Page 58
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                                Land Valuation Analysis, Cont'd.
- --------------------------------------------------------------------------------

Reconciliation

      The sales prices ranged from $0.19 to $1.38 per square foot before the
adjustment process. The indicated value of the subject property ranged between
$0.38 and $1.39 per square foot after the analysis. The adjusted value range is
considered very narrow and provides consistent and reliable data from which to
estimate the subject's land value. The most weight is placed on Sale No. 2
because it had no adjustments. In the final analysis, the subject's land value
was based on the high end of the range of sales.

      Based on this analysis, a value of $1.35/SF is considered highly
supportable. Thus, the market value of the fee simple interest in the subject
parcel as if vacant, contingent to the assumptions and limiting conditions
stated herein, as of August 19, 1997 is calculated below:

                               Land Value Estimate

                     Land Size (SF)                  305,943
                     
                     Estimated Value/SF      x         $1.35
                                                    --------
                     Estimated Value                $413,022
                     
                     Rounded                        $410,000


- --------------------------------------------------------------------------------
                                                                         Page 59
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                                                   COST APPROACH
================================================================================

Introduction

      The principle of substitution is basic to the Cost Approach. The principle
affirms that no prudent investor would pay more for a property than the amount
for which the site can be acquired and for which improvements that have equal
desirability and utility can be constructed without undue delay. An indication
of value may be produced by adding the depreciated value of the improvements to
the land value estimated by market (direct sales) comparison. The depreciated
value of the improvements is determined by first estimating the reproduction or
replacement cost new and subtracting depreciation from all causes, if any.

      In providing complete building cost estimates, an appraiser must consider
direct (hard) costs, and indirect (soft) costs. Both types of costs are
essential for a reliable reproduction or replacement cost estimate. In addition,
any entrepreneurial profit likely to be realized from the building project must
be estimated.

Cost Data

      Source:         Marshal Valuation Service Manual - calculator cost
                      --------------------------------

      About the Source: This publication is a widely accepted cost data source
in the appraisal industry. The cost data presented in this manual are based on
years of valuation experience, thousands of appraisals and continual analysis of
the costs of new buildings. This publication has been recognized as an authority
in the appraisal field for over fifty years.

      Costs Included In Source: The base calculator costs depicted in the
Marshal Valuation Service Manual include the following:

      1.    Architects's and engineer's fees;

      2.    Normal interest on only the building improvement funds during the
            period of construction and processing fee or service charge;

      3.    Sales taxes on materials;

      4.    Normal site preparation including finish, grading and excavation for
            foundation and backfill;

      5.    Utilities from structure to lot line figured for typical setback;

      6.    Contractor's overhead and profit including job supervision,
            workmen's compensation, fire and liability insurance, unemployment
            insurance, equipment, temporary facilities, security, etc.


- --------------------------------------------------------------------------------
                                                                         Page 60
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                                          Cost Approach, cont'd.
- --------------------------------------------------------------------------------

      Costs Not Included In Source: The base calculator costs depicted in the
Marshal Valuation Service Manual do not include the following:

      1.    Costs of buying or assembling land such as escrow fees, legal fees,
            property taxes, right of way costs, demolition, storm drains, or
            rough grading, are considered costs of doing business or land
            improvement costs.

      2.    Pilings or hillside foundations;

      3.    Interest or taxes on the land;

      4.    Feasibility studies, appraisal or consulting fees, etc.;

      5.    Discounts or bonuses paid for financing, project bond issues,
            development overhead or fixture and equipment purchases, etc.;

      6.    Yard improvements including signs, landscaping, paving, walls, yard
            lighting, pools or other recreation facilities;

      7.    Off site costs including roads, utilities, park fees, jurisdictional
            hook-up, tap, impact or entitlement fees and assessments, etc.;

      8.    Marketing costs to create first occupancy including model or
            advertising expenses, leasing or broker's commissions or temporary
            operation of property owners associations.

Subject's Marshall Valuation Cost Data

      Summary of Subject General Building Characteristics:

            Property Type:                   Neighborhood shopping center
      
            Structure:                       Masonry
      
            No. of Stories:                  1
      
            Gross Building Area:             62,859 SF
      
      Classification                         Class C Neighborhood Center
      
      Type (Quality)                         Average
      
      Region/Climate                         Central/Moderate
      
      Page Reference                         Section 13, Page 28
      
      Page Reference Date                    September 1995
      
      Current Multiplier Page                August 1997
      
      Local Multiplier Page Date             July 1997
      
      Cost Method                            Calculator; therefore, replacement
                                             cost

      The reader is directed to the base cost and adjustments presented on the
following page.


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                                                          Cost Approach, cont'd.
- --------------------------------------------------------------------------------

MVS Base Cost & Adjustments

        ========================================================================
          1      Base Square Foot Cost                                   $46.08
        ------------------------------------------------------------------------
          2           Square Foot Refinements
        ------------------------------------------------------------------------
          3      Heating Cooling, ventilation                             $0.00
        ------------------------------------------------------------------------
          4      Elevator                                                 $0.00
        ------------------------------------------------------------------------
          5      Miscellaneous                                            $1.50
                                                                          -----
        ------------------------------------------------------------------------
          6      Total SF Refinements                                    $47.58
        ------------------------------------------------------------------------
                                    Height & Size Refinements
        ------------------------------------------------------------------------
          7      Number of Stories Multiplier                              1.00
        ------------------------------------------------------------------------
          8      Height per story multiplier                               1.04
        ------------------------------------------------------------------------
          9      Floor area-perimeter multiplier                           0.81
                                                                           ----
        ------------------------------------------------------------------------
          10     Combined multipliers (7x8x9)                              0.84
        ------------------------------------------------------------------------
                                        Final Calculations
        ------------------------------------------------------------------------
          11     Refined SF Cost (Line 6x10)                             $40.16
        ------------------------------------------------------------------------
          12     Current cost multiplier                                   1.05
          
        ------------------------------------------------------------------------
          13     Local multiplier                                          0.89
                                                                           ----
        ------------------------------------------------------------------------
          14     Final SF Cost (Line 11x12x13)                           $37.53
        ========================================================================

Site Improvements                   Site improvement cost and other hard
  & Other Hard Costs:               costs related to the improvements must be
                                    added to the base structural cost estimate.
                                    The reader is directed to the Cost Summary
                                    exhibit at the end of this report section
                                    for a summary of these costs.

Indirect Costs:                     Indirect costs not included in the Marshall
                                    Valuation base costs include loan interest
                                    on land, lease-up costs and professional
                                    fees. Calculations for the loan interest on
                                    land and lease-up costs are presented below.


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                                                          Cost Approach, cont'd.
- --------------------------------------------------------------------------------

      Land Loan Interest Calculations:

                         Land Value Estimate                           $410,000
                         
                         Construction Interest Rate              x         9.00%
                         
                         Construction Period (Years)             x         0.75
                                                                       --------
                         Land Interest                           =      $27,675
                         
      Lease-up Cost Calculations:
                         
                         Commissions
                         
                          Market Rent/SF                                  $8.15
                         
                          Net Rentable Area (SF)                 x       62,859
                         
                          Commissions %                          x         6.00%
                         
                          Average years of leases                x         5.00
                                                                       --------
                         Commission Cost, Rounded                =     $153,800
                         
                         Plus: Other (marketing, etc.)           +            0
                                                                       --------
                         Total Lease-up Costs                    =     $153,800
          
      Total Replacement Cost New
      (Improvements, Profit & Land): $5,217,000

Analysis of Depreciation

Introduction - Accrued Depreciation

      Accrued depreciation is a loss in value from the reproduction or
replacement cost of improvements due to any cause as of the date of appraisal.
The value difference may emanate from physical deterioration, functional
obsolescence, external obsolescence, or any combination of these sources. A
description of each of these forms of depreciation as they apply to the
appraised property is detailed as follows:

Physical Deterioration

      Physical deterioration is the result of wear, tear and weathering. This
form of depreciation can be divided into two categories - curable and incurable.

Physical Curable:
  Description:                      Refers to items of deferred maintenance
                                    which are in need of repair on the date of
                                    the appraisal in order to restore occupancy
                                    or marketability. Deferred maintenance
                                    includes minor refurbishing of painted,
                                    tiled or carpeted surfaces. It also includes
                                    deferred repairs of mechanical systems, 


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                                                          Cost Approach, cont'd.
- --------------------------------------------------------------------------------

                                    the building exterior roof cover and the
                                    parking areas.

  Subject Analysis:                 None noted by appraisers.

Physical Incurable:
  Description:                      Involves an estimate of deterioration that
                                    is not practical or currently feasible to
                                    correct. It pertains to structural elements
                                    that were not listed in the physically
                                    curable category. Generally, incurable
                                    physical deterioration is a product of the
                                    aging of major structural components such as
                                    the foundation, framing, walls, plumbing,
                                    electrical, mechanical and roof systems. In
                                    order to estimate the depreciation charged
                                    for this category, the physical age-life
                                    method is applied to the current
                                    reproduction or replacement cost of the
                                    entire structure less the components treated
                                    as curable.

  Subject Analysis:                 The reader is directed to the Description of
                                    Improvements Analysis for the analysis of
                                    effective age and economic life. Employing
                                    the physical age-life (straight line) method
                                    of estimating physical incurable
                                    deterioration, the calculations are made as
                                    follows:

                                   Physical Incurable Calculations

                                    Actual Age                                8

                                    Effective Age                             4

                                    Divide by Economic Life                  50
                                                                     ----------
                                    Incurable Physical                     8.00%

                                    Remaining Economic Life                  46

                                   Calculations:

                                    Replacement Cost New             $4,807,207

                                    Less Physical Curable                     0
                                                                     ----------
                                    Subtotal                         $4,807,207

                                    Incurable Physical                        8%
                                                                     ----------
                                    Incurable Physical Estimate        $384,577


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                                                          Cost Approach, cont'd.
- --------------------------------------------------------------------------------

Functional Obsolescence

      This is the adverse effect on value resulting from defects in design. It
can also be caused by changes that, over time, have made some aspect of a
structure, material or design obsolete by current standards. Functional
obsolescence is generally attributable to deficiencies or superadequacies
inherent in the improvements and the defect may be curable or incurable.

Functional Curable
  Description:                      To be curable, the cost of replacing the
                                    outmoded or unacceptable aspect must be at
                                    least offset by the anticipated increase in
                                    value. The measure of curable functional
                                    obsolescence is the cost to effect the cure.

  Subject Analysis:                 The physical inspection of the subject
                                    indicated the property has no functional
                                    curable obsolescence.

Functional Incurable
  Description:                      Involves an estimate of obsolescence that is
                                    not practical or currently feasible to
                                    correct. It pertains to structural elements
                                    that were not listed in the functional
                                    curable category. Capitalization of the net
                                    income loss is the commonly accepted
                                    approach to the measurement of incurable
                                    functional obsolescence.

  Subject Analysis:                 The inspection of the subject property
                                    indicates that the one-story design of the
                                    subject improvements is functional.

External Obsolescence

      External obsolescence, which is the result of the diminished utility of a
structure due to negative influences from outside the site, is always incurable.
It can be caused by a variety of factors - neighborhood decline, the property's
location in a community, or market conditions. Only the portion of the loss that
is applicable to the improvements is deducted from the current replacement cost
since the effect of external influences on land value is calculated in the land
valuation. In the absence of comparable sales subject to the same negative
influence, the best method of measuring external obsolescence is by
capitalization of the rent loss or discounting of the rent loss over the
affected time period.

Subject Analysis:                   The subject has good access and conforms to
                                    surrounding development. Considering the
                                    general market rent levels and high
                                    occupancy of the neighborhood retail
                                    centers, no external obsolescence exits.


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                                                          Cost Approach, cont'd.
- --------------------------------------------------------------------------------

Accrued Depreciation Summary

                                  Physical Curable                           $0
                                  
                                  Physical Incurable                   $384,577
                                  
                                  Functional Curable                         $0
                                  
                                  Functional Incurable                       $0
                                  
                                  External                                   $0
                                                                       --------
                                    Total Accrued Depreciation         $384,577


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COST APPROACH SUMMARY
================================================================================
Direct Costs                                                    Marshall Valuati
                                                                Cost Estimates
                                                                --------------
Structural Improvements
      Property Size        62,859 SF @     $37.53 /SF  =             $2,358,978
                                                                 
Special Tenant Improvements*                                     
Delchamps                  35,059 SF @     $25.00 /SF  =               $876,475
Big 'B' Drugs               9,000 SF @     $20.00 /SF  =               $180,000
Family Dollar               6,000 SF @     $15.00 /SF  =                $90,000
Local Shop Space           12,800 SF @     $10.00 /SF  =               $128,000
                                                                 
Site Improvements                                                
Asphalt Paving            300,000 SF @       $1.50 /SF =  $450,000
Fence                          20 LF @      $13.00 /LF =       260
Signage & Lighting:                                         15,000
Landscaping:                                                20,000
Site Preparation                                                 0
Traffic Light Installation:                                      0
Additional Fees & Permits                                   20,000
                                                            ------
                          Subtotal Site Improvements:                   505,260
                                                                        -------

                          Total Direct Costs:                        $4,138,713

Indirect Costs

                          Land Loan Interest:              $27,675
                          Lease-Up Costs:                  153,800
                          Professional Fees:                50,000
                                                            ------

                            Total Indirect Costs:                       231,475
                                                                     ----------
Total Direct and Indirect Costs:                                     $4,370,188

Entrepreneurial Profit as % of Direct/Indirect Costs,Rd.   10%          437,019
                                                                     ----------
Total Cost New of Improvements and Profit:                           $4,807,207

Less: Accrued Depreciation                                            (384,577)
                                                                     ----------
Depreciated Cost of Improvements:                                    $4,422,630

Plus: Estimated Land Value by Market Comparison:                        410,000
                                                                     ----------
Value Indicated by the Cost Approach:                                $4,832,630

                          Stabilized Value Estimate, Rounded         $4,830,000
                          Less: Lease-Up Costs to Stabilization               0
                                                                     ----------
                          Cost Approach As Is Value Estimate:        $4,830,000


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                                                                         Page 67
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                                                       SALES COMPARISON APPROACH
================================================================================

Introduction

      The application of this approach produces an estimate of value by
comparing the subject with properties which recently sold or which are currently
offered for sale in the same or competing areas. This approach is most viable
when an adequate number of properties of similar type have been sold recently.
The sales comparison approach is essential to almost every appraisal of real
property.

      In applying the sales comparison approach, the appraiser must complete
five steps:

      1.    Seeks out similar properties for which pertinent sales, listings,
            offerings, and/or rental data are available.

      2.    Ascertains the nature of the conditions of sale, including the
            price, terms, motivating forces, and its bona fide nature.

      3.    Analyzes each of the comparable properties' important attributes
            with the corresponding ones of the property being appraised, under
            the general divisions of conditions of sale, financing terms, market
            conditions (time), location, physical characteristics and income
            characteristics.

      4.    Considers the dissimilarities in the characteristics disclosed in
            Step 3, in terms of their probable effect on the sale price.

      5.    Formulates, in light of the comparison thus made, an opinion of the
            relative value of the subject property as a whole, or where
            appropriate, by applicable units, compared with each of the similar
            properties.

      After completing the necessary research, the property sales on the
following pages are considered the most comparable available transactions for
analysis and comparison with the subject.


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                                              Sales Comparison Approach, cont'd.
- --------------------------------------------------------------------------------


                                                  Comparable Improved Sales Data
- --------------------------------------------------------------------------------



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                                                                         Page 69
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                                            RETAIL CENTER SALE COMPARABLE NO. 1:
- --------------------------------------------------------------------------------

PROJECT DATA

    Comp_Code:  220
 Project Name:  Southland Plaza Shopping Center
     Location:  Hwy. 31 South, Decatur, AL
       County:  Morgan
      Grantor:  JMC Properties, Inc.
      Grantee:  JDN Realty

PROPERTY DATA

 Net Rentable Area (SF):   123,031
              Land Size:   11.00 Acres
    Land/Building Ratio:   4:1
             Year Built:   1970 & 1996
              Occupancy:   97%
           Construction:   1-story masonry with brick veneer
              Condition:   Good
         Anchor Tenants:   Food World (41.6%)

Date of Sale:   02/01/97                  Book/Page:        1643 / 0569

Map(s):         52-03-09-32                  2
Parcel(s):      00-004

TRANSACTION DATA

Actual Consideration:   $6,800,000          Cash Equivalent: $6,800,000

Financing:              All cash to seller

First Mortgage:         $0

Other Mortgages:        $0

Total Mortgages:        $0                  Actual Equity:    $6,800,000

Verified By:            Laurie Ferris (615-292-5288)


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                                    Retail Center Sale Comparable No. 1, cont'd.
- --------------------------------------------------------------------------------

        OPERATING DATA:        Total $              Per SF             % of GAI

   Gross Annual Income:       $898,970               $7.31              100.00%
          Less Vacancy:       ($28,000)             ($0.23)              -3.11%
                             ---------              ------               ----- 
Effective Gross Income:       $870,970               $7.08               96.89%
         Less Expenses:      ($144.336)             ($1.17)            - 16.06%
                             ---------              ------               ----- 
  Net Operating Income:       $726,634               $5.91               80.83%
          Debt Service:            N/A               $0.00                0.00%
                             ---------              ------               ----- 
             Cash Flow:       $726,634               $5.91               80.83%

    UNITS OF COMPARISON   Actual

                   GIM:   7.56
         Effective GIM:   7.81
          Overall Rate:   10.69%
       Equity Dividend:   10.69%
    Sales Price Per SF:   $55.27

COMMENTS:   The Food World anchor building was recently completed in 1996. At
            the time of sale only 2,700 SF of local shop space was vacant. The
            Food World Grocery Store has 51,207 SF. Two of the other small
            tenants are Movie Galley & the state liquor store. The buyers
            expenses are based on taxes of $0.41/SF, insurance of $0.08/SF, CAM
            of $0.30/SF, Reserves of $0.10/SF and a management fee of 4%. The
            vacancy is based on 5% of local shop space. The gross annual income
            includes expense recovery income.


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                                            RETAIL CENTER SALE COMPARABLE NO. 2:
- --------------------------------------------------------------------------------

PROJECT DATA

    Comp_Code:  219
 Project Name:  Pine Valley Shopping Center
     Location:  3600 South College Road, Wilmington, NC
       County:  New Hanover
      Grantor:  Prime Properties Ventures, LLC
      Grantee:  Pine Valley Commercial Center Number One

PROPERTY DATA

Net Rentable Area (SF):   60,000
             Land Size:   5.38
   Land/Building Ratio:   3.9:1
            Year Built:   1990
             Occupancy:   100%
          Construction:   1-story masonry with stucco cover
             Condition:   Good
        Anchor Tenants:   Food Lion and Revco (71%)

  Date of Sale:    04/28/96           Book/Page:         2024 / 927
  
  Map(s):          N/A
  
  Parcel(s):       N/A

TRANSACTION DATA

  Actual Consideration:    $4,400,000          Cash Equivalent: $4,400,000
  
  Financing:               All cash to seller
  
  First Mortgage:          $0
  
  Other Mortgages:         $0
  
  Total Mortgages:         $0                  Actual Equity:    $4,400,000
  
  Verified By:             Phil Krauss


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                                    Retail Center Sale Comparable No. 2, cont'd.
- --------------------------------------------------------------------------------

        OPERATING DATA:        Total $              Per SF             % of GAI

   Gross Annual Income:       $478,952               $7.98              100.00%
          Less Vacancy:       ($14,369)             ($0.24)              -3.00%
                             ---------             -------               ------
Effective Gross Income:       $464,583               $7.74               97.00%
         Less Expenses:       ($24,583)             ($0.41)              -5.13%
                             ---------            --------               ------
  Net Operating Income:       $440,000               $7.33               91.87%
          Debt Service:             $0               $0.00                0.00%
                                    --               -----                -----
             Cash Flow:       $440,000               $7.33               91.87%

    UNITS OF COMPARISON   Actual

                   GIM:   9.19
         Effective GIM:   9.47
          Overall Rate:   10.00%
       Equity Dividend:   10.00%
    Sales Price Per SF:   $73.33

COMMENTS:   This neighborhood center is in a good location in a growth corridor
            south of Wilmington. The buyer indicated that approximately 85% of
            the cash flow was derived from a credit tenant base. The buyer also
            indicated that the center was purchased on a 10% overall
            capitalization rate. The appraisers only had access to the NOI.
            Therefore, the appraisers have estimated the gross income, vacancy
            and expenses.


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                                                                         Page 73
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                                            RETAIL CENTER SALE COMPARABLE NO. 3:
- --------------------------------------------------------------------------------

PROJECT DATA

   Comp_Code:  204
Project Name:  North Nixson Marketplace Shopping Center
    Location:  Hixson Place and Camp Columbus Road,
               Chattanooga, TN
      County:  Hamilton
     Grantor:  North Nixson, LLC
     Grantee:  Amberjack, Ltd.

PROPERTY DATA

Net Rentable Area (SF):   63,270
             Land Size:   9.24 acres
   Land/Building Ratio:   6.4:1
            Year Built:   1995
             Occupancy:   96%
          Construction:   1-story with split face block
             Condition:   Good
        Anchor Tenants:   Winn Dixie & Big "B" Drugs (83%)

  Date of Sale:           03/15/96              Book/Page:          N / A
  
  Map(s):                 N/A
  
  Parcel(s):              N/A
  
TRANSACTION DATA
  
  Actual Consideration:     $4,760,000          Cash Equivalent: $4,760,000
  
  Financing:                All cash to seller
  
  First Mortgage:           $0
  
  Other Mortgages:          $0
  
  Total Mortgages:          $0                  Actual Equity:    $4,760,000
  
  Verified By:              Dick Schmalz (205-871-23617)


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                                    Retail Center Sale Comparable No. 3, cont'd.
- --------------------------------------------------------------------------------

        OPERATING DATA:         Total $          Per SF             % of GAI

   Gross Annual Income:        $623,083           $9.85              100.00%
          Less Vacancy:        ($13.057)         ($0.21)              -2.10%
                              ---------         -------               ------
Effective Gross Income:        $610,026           $9.64               97.90%
         Less Expenses:       ($127.697)         ($2.02)             -20.49%
                             ----------         -------              -------
  Net Operating Income:        $482,329           $7.62               77.41%
          Debt Service:              $0           $0.00                0.00%
                                     --           -----                -----
             Cash Flow:        $482,329           $7.62               77.41%

    UNITS OF COMPARISON   Actual

                   GIM:   7.64
         Effective GIM:   7.80
          Overall Rate:   10.13%
       Equity Dividend:   10.13%
    Sales Price Per SF:   $75.23

COMMENTS:   This is a one-story neighborhood shopping center with split-face
            conc. block exterior walls and synthetic stucco on a steel stud
            canopy. Other tenants are Movie Gallery and Sally's Beauty Salon.
            Tenant expenses are CAM, taxes and insurance. At the time of sale,
            there were two vacant local shops containing 2,400 SF. Expense
            contributions included in potential gross income and local vacancy.
            The vacancy is based on 10% of local shop income plus expense
            contributions. The expenses are based on 4% management, excluding
            contributions, $1.59/SF for taxes, CAM and insurance plus $0.10/SF
            for reserves. The estimated expenses were consistent with Grantor's
            proforma. Average local shop space rent for leased space was
            $10.45/SF.


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                                            RETAIL CENTER SALE COMPARABLE NO. 4:
- --------------------------------------------------------------------------------

PROJECT DATA

   Comp_Code:  203
Project Name:  Village at Moody Shopping Center
    Location:  NEC of IH-20 and US Highway 411, Moody, AL
      County:  St. Clair
     Grantor:  FS Partnership, Ltd.
     Grantee:  Birmingham Realty

PROPERTY DATA

Net Rentable Area (SF):   60,800
             Land Size:   8.43 acres
   Land/Building Ratio:   6:1
            Year Built:   1995
             Occupancy:   Good
          Construction:   1-story masonry
             Condition:   100%
        Anchor Tenants:   Winn Dixie (72.4%)

   Date of Sale:     02/14/96             Book/Page:       261 / 313
   
   Map(s):           59-26-2-10             0-1
   
   Parcel(s):        16.000
   
TRANSACTION DATA
   
   Actual Consideration:    $4,485,000          Cash Equivalent: $4,485,000
   
   Financing:               Loan assumption.
   
   First Mortgage:          $3,000,000
   
   Other Mortgages:         $0
   
   Total Mortgages:         $3,000,000          Actual Equity:    $1,485,000
   
   Verified By:             Paul Spina (205-733-1131)


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                                    Retail Center Sale Comparable No. 4, cont'd.
- --------------------------------------------------------------------------------

        OPERATING DATA:        Total $              Per SF             % of GAI

   Gross Annual Income:       $533,922               $8.78              100.00%
          Less Vacancy:        ($9,920)             ($0.16)              -1.86%
                              --------             -------               ------
Effective Gross Income:       $524,002               $8.62               98.14%
         Less Expenses:       ($90,572)             ($1.49)             -16.96%
                             ---------             -------              -------
  Net Operating Income:       $433,430               $7.13               81.18%
          Debt Service:             $0               $0.00                0.00%
                                    --               -----                -----
             Cash Flow:       $433,430               $7.13               81.18%

    UNITS OF COMPARISON   Actual

                   GIM:   8.40
         Effective GIM:   8.56
          Overall Rate:   9.66%
       Equity Dividend:   N/A
    Sales Price Per SF:   $73.77

COMMENTS:   The in-line one-story masonry neighborhood shopping center has brick
            veneer on the front and sides. Concrete block covers the rear. At
            the time of sale, this center was less than one year old and did not
            have a complete year of operating history. Potential gross income
            includes contract rent plus estimated expense contributions. The
            expenses include a 4% management fee, taxes at $0.58/SF. This center
            is located at the northeast corner of IH-20 and US Highway 411 in
            Moody Alabama. This area is a rapidly growing commercial district in
            the Birmingham/Atlanta interstate corridor.


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                                            RETAIL CENTER SALE COMPARABLE NO. 5:
- --------------------------------------------------------------------------------

                                [GRAPHIC OMITTED]

PROJECT DATA

    Comp_Code:  221
 Project Name:  Oak Harbor Square
     Location:  200-214 E. Beach Blvd./US-90, Long Beach, MS
       County:  Harrison
      Grantor:  Breslin Realty
      Grantee:  Realty Trust Group

PROPERTY DATA

 Net Rentable Area (SF):   129,000
              Land Size:   6.40 Acres
    Land/Building Ratio:   2.2:1
             Year Built:   1990
              Occupancy:   100%
           Construction:   Masonry
              Condition:   Good
         Anchor Tenants:   K-Mart & Sav-A-Center (95%)

Date of Sale:     09/19/96          Book/Page:      1348 / 391


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                                                                         Page 78
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                                    Retail Center Sale Comparable No. 5, cont'd.
- --------------------------------------------------------------------------------

Map(s):                   62G-01

Parcel(s):                001.003

TRANSACTION DATA

Actual Consideration:    $6,000,000         Cash Equivalent: $6,000,000

Financing:               All cash to seller.

First Mortgage:          $0

Other Mortgages:         $0

Total Mortgages:         $0                 Actual Equity:    $6,000,000

Verified By:             Andy Weigel (760-341-3166) and


        OPERATING DATA:        Total $              Per SF             % of GAI

   Gross Annual Income:       $807,000               $6.26              100.00%
          Less Vacancy:        ($3,900)             ($0.03)              -0.48%
                              --------             -------               ------
Effective Gross Income:       $803,100               $1.97               99.52%
         Less Expenses:      ($254,000)             ($1.97)             -31.47%
                            ----------             -------              -------
  Net Operating Income:       $549,100               $4.26               68.05%
          Debt Service:             $0               $0.00                0.00%
                                    --               -----                -----
             Cash Flow:       $549,100               $4.26               68.05%

    UNITS OF COMPARISON  Actual

                   GIM:    7.43
         Effective GIM:    7.47
          Overall Rate:    9.15%
       Equity Dividend:    9.15%
    Sales Price Per SF:  $46.51

COMMENTS:   This transaction was a 1031 exchange. Other tenants are Super Video
            and Fantastic Sam's. This property is located on the north side of
            US-90, which runs parallel with the beach. Immediately south of
            US-90 is a pleasure boat marina. The owner provided limited data
            regarding income expenses, therefore, the appraiser estimated some
            of the operating data. The gross annual income includes the expense
            recovery. The taxes, insurance and CAM are based on the buyer's
            proforma $1.61/SF. The expense also includes 4% management, $0.10/$F
            reserves and $0.01/SF for administration. Vacancy is based on 5% of
            local shop income.


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<PAGE>

                              COMPARABLE SALES MAP

                                [GRAPHIC OMITTED]


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<PAGE>

                                            SALES COMPARISON APPROACH - ANALYSIS
================================================================================

Comparable Improved Sales Summary

<TABLE>
<CAPTION>
======================================================================================
Sale No.          Subject           1            2             3          4          5
- --------------------------------------------------------------------------------------
<S>                <C>        <C>           <C>           <C>        <C>       <C>    
Name/Address                Southland         Pine         North    Village        Oak
                                Plaza       Valley        Nixson   at Moody     Harbor
                             Shopping     Shopping   Marketplace   Shopping     Square
                              Center,      Center,      Shopping    Center,   Shopping
                             Decatur,   Wilmington       Center,     Moody,    Center,
                                   AL           NC   Chattanooga         AL       Long
                                                            , TN                Beach,
                                                                                    MS
- --------------------------------------------------------------------------------------
Sale Date         Current    02/01/97     04/28/96      03/15/96   02/14/96   09/19/96
- --------------------------------------------------------------------------------------
Year Built           1989      1970 &         1990          1995       1995       1990
                                 1996
- --------------------------------------------------------------------------------------
Occupancy             96%         97%         100%           96%       100%       100%
- --------------------------------------------------------------------------------------
Size               62.859     123,031       60,000        63,270     60,800    129,000
- --------------------------------------------------------------------------------------
%Credit/Anchor        80%         42%          71%           83%        72%        95%
- --------------------------------------------------------------------------------------
SP/SF                 N/A      $55.27       $73.33        $75.23     $73.77     $46.51
- --------------------------------------------------------------------------------------
NOI/SF              $7.75       $5.91        $7.33         $7.62      $7.13      $4.26
- --------------------------------------------------------------------------------------
GIM                   N/A        7.56         9.19          7.64       8.40       7.43
- --------------------------------------------------------------------------------------
NOI/GPI           80.844%      80.83%       91.87%        77.41%     81.18%     68.05%
======================================================================================
</TABLE>

Note: All transaction data in the chart reflects cash equivalency and/or other
      adjustments applied in the comparable sale summary sheets.

Introduction

      A search for comparable sales within the subject neighborhood and
competitive locales was conducted by the appraiser. The appraiser consulted with
local real estate agents knowledgeable of the subject market and researched
public records for pertinent information. The sales used herein represent the
most comparable data available at the time of the report.

Comparison of Important Factors Affecting SP/SF

      All property characteristics of the comparable sales and the subject
property have been analyzed by the appraisers. The following summarizes the
comparison of primary factors of the comparable sales affecting value as
compared to the subject.

Subject:
        Primary Negative Factors:   None
        Primary Positive Factors:   Percentage of anchor

Sale No. 1 - Southland Plaza Shopping Center, Decatur, AL:
        Inferior Factors
          Compared to Subject:      Lower percentage of anchor space
        Superior Factors


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                                    Sales Comparison Approach- Analysis, cont'd.
- --------------------------------------------------------------------------------

          Compared to Subject:      None
        Overall Comparison
        to Subject:                 Inferior before adjustments and after

Sale No. 2 - Pine Valley Shopping Center, Wilmington, NC:
        Inferior Factors
          Compared to Subject:      None
        Superior Factors
          Compared to Subject:      Superior market
        Overall Comparison
        to Subject:                 Superior before adjustment and similar after

Sale No. 3 - North Nixson Marketplace Shopping Center,
        Inferior Factors
          Compared to Subject:      None
        Superior Factors
          Compared to Subject:      Superior market
        Overall Comparison
        to Subject:                 Superior before adjustment and similar after

Sale No. 4 - Village at Moody Shopping Center, Moody, AL:
        Inferior Factors
          Compared to Subject:      None
        Superior Factors
          Compared to Subject:      Slightly newer center
        Overall Comparison
        to Subject:                 Superior before adjustment and similar after

Sale No. 5 - Oak Harbor Square Shopping Center, Long Beach, MS:
        Inferior Factors
          Compared to Subject:      None
        Superior Factors
          Compared to Subject:      Higher percentage of anchor space
        Overall Comparison
        to Subject:                 Superior before adjustments and after

Most Comparable Sales:              Nos. 2, 3 and 4

      Comment: Sale Nos. 2, 3 and 4 have the most similar income and risk
characteristics as the subject. This is primarily related to the percent of
anchor space and the risk associated with the anchors. Sale No. 5, which is
located along the Mississippi Gulf Coast, has a significantly superior anchor
percentage of 95%. Kmart has had financial difficulties due to competition from
stronger competitors and has undergone significant fiscal restructuring with the
closing of several hundred stores in 1995 and 1996; however, discussions with
brokers and investors indicate that Kmart is no longer considered a high risk
tenant because most store closings have been announced. Thus, despite its
proximity to the subject, the anchor and anchor percentage is considered
superior to the subject. Thus, the adjusted price per square foot range of Sale
Nos. 2, 3 and 4 are most comparable to the subject property and given most
weight.


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                                                                         Page 82
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<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
- --------------------------------------------------------------------------------

Sale Price Per Square Foot Method

Description:                        The Price Per Square Foot indicator is a
                                    general common denominator which encompasses
                                    all influences without specifically
                                    identifying their impact. It is most
                                    affected by location, size, age/condition,
                                    and existing leases at above or below market
                                    levels, if a rental property. This indicator
                                    is derived by dividing the sales price by
                                    the net rentable area.

NOI/SF Adjustment Technique:        A wide range produced by this method
                                    indicates that the comparable sales have
                                    varying income-producing capabilities
                                    attributable to differences in age,
                                    location, size and quality. In order to
                                    adjust for these differences, a multiplier
                                    is obtained by dividing the subject's NOI/SF
                                    by the NOI/SF of each comparable sale. The
                                    resulting multiplier is then applied to the
                                    sales price/SF of each comparable resulting
                                    in an indicated price/SF for the subject
                                    property. The grid displays this technique.

NOI/SF Adjustment Analysis

            Sale No.    NOI/SF       SP/SF      Multiplier    Adj. SP/SF
            --------    ------       -----      ----------    ----------
            
              5         $4.26        $46.51       1.8193        $84.62
            
              1         $5.91        $55.27       1.3114        $72.48
            
              4         $7.13        $73.77       1.0870        $80.19
            
              2         $7.33        $73.33       1.0573        $77.53
            
              3         $7.62        $75.23       1.0171        $76.52
            
            Subj.       $7.75          ---          ---           ---
            
            Note: Above chart is sorted based on ascending NOI/SF's.

      Comments/Analysis: Additional subjective adjustments may be required based
on unquantifiable factors not recognized in the NOI/SF adjustment. Examples are
investment grade compared to owner occupancy, quality of tenants, conditions of
sale and other intangible factors. Sale Nos. 2, 3 and 4 are the most similar to
the subject in income producing ability, tenant mix, and location. Based on the
adjusted sale price per square foot of the previously identified most comparable
sales and considering the sale requiring the least adjustment the indicated
market value per square foot range for the subject property is $76.50 to $80.00.
The calculations are presented as follows.


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                                                                         Page 83
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<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
- --------------------------------------------------------------------------------

                            SP/SF Method Calculations

                                                 Value Est.,
               Size             SP/SF Est.        Rounded

             62,859 SF     x      $76.50     =   $4,810,000

             62,859 SF     x      $80.00     =   $5,030,000

Gross Income Multiplier Method

Description:                        The Gross Income Multiplier illustrates
                                    relationship between the sales price and
                                    revenue stream of a property. Investments
                                    are often acquired on the basis of a
                                    multiple either of their current or
                                    potential income flow. Because this
                                    indicator is a good reflection of the
                                    motives purchasers, it is considered to be a
                                    realistic assessment of market tendencies.

NOI/Gross Potential Income
 Ratio Comparison of GIM's:         GIM's are typically influenced by the
                                    relationship between the net operating
                                    income and gross potential income as
                                    measured by the net operating income to
                                    gross income ratio (NOI/GPI ratio). The
                                    sales with the most similar NOI/GPI ratios
                                    are typically considered to be the most
                                    comparable to the appraised property all
                                    other factors being equal. The following
                                    chart summarizes the comparison of the GIM's
                                    to the comparable sales' NOI/GPI ratio as
                                    well as comparing the NOI/GPI ratio of the
                                    comparable sales to the subject's NOI/GPI
                                    ratio.

                            NOI/GPI to GIM Comparison

                      Sale No.      NOI/GPI%          GIM
                      --------      --------          ---
                         5           68.05%          7.43
                         3           77.41%          7.64
                         1           80.83%          7.56
                       Subj.         80.84%           ---
                         4           81.18%          8.40
                         2           91.87%          9.19
                   
            Note: Above chart is sorted based on ascending NOI/GPI's.

      Comment/Analysis:Based on the comparison in the previous chart and
considering the general characteristics of the transactions as compared to the
subject 


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                                                                         Page 84
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<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
- --------------------------------------------------------------------------------

previously discussed, the subject's GIM should be above Sale No. 1 and 3 and
below Sale No. 4. Both of these sales were one of the most comparable sales
prevously identified. Thus, the GIM range estimated for the subject is 8.00x to
8.30x after considering the factors noted above. The calculations for this
method are presented below.

                                GIM Calculations

                                                   Value Est.,
               Gross Inc.        GIM Est.            Rounded
          
               $602,660     x      8.00      =      $4,820,000
          
               $602,660     x      8.30      =      $5,000,000
          
Sales Comparison Approach - Reconciliation

                             Summary of Value Ranges
      
            Method             Value Range
                    -----------------------------------  
            SP/SF:    $4,810,000    to     $5,030,000
      
             GIM:     $4,820,000    to     $5,000,000

      Comment/Analysis: Sale Nos. 2, 3 and 4 were identified as the most
comparable to the subject and were given most weigth in deriving the value
range. The subject anchor tenant has an inferior credit rating as compared to
the most comparable sales. Therefore, the subject's value is estimated at the
lower end of the sales price per square foot value range.

      The value ranges previously derived represent an as stabilized value range
for the subject property. The subject center is 96% economically leased.
Therefore, there are no deductions for the prospective value upon completion.


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                                                                         Page 85
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<PAGE>

                                   Sales Comparison Approach - Analysis, cont'd.
- --------------------------------------------------------------------------------

                            Sales Comparison Approach
                              As Is Value Estimate

                 Current Stabilized Value               $4,850,000
                 Estimate
                 
                 Less: Deferred Maintenance                      0
                 
                 Less: Lease-Up Costs to                         
                 Stabilization                                   0
                                                        ----------
                 As Is Value Estimate                   $4,850,000
                                                        ==========

      As a result, the value estimate as indicated by the sale comparison
approach, is reconciled as follows.

Sales Comparison Approach Value Estimate:     $4,850,000

    Implied SP/SF:                                $77.16

    Implied GIM:                                    9.46


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                                                                         Page 86
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<PAGE>

                                                  INCOME CAPITALIZATION APPROACH
================================================================================

Introduction

      The income capitalization approach is the procedure in appraisal analysis
which converts anticipated benefits (dollar income or amenities) to be derived
from the ownership of property into a value estimate. Anticipated future income
and/or reversions are discounted to a present worth figure through the
capitalization process.

      This approach, like the cost and sales comparison approaches, requires
extensive market research. Specific areas that an appraiser investigates for
this approach are the property's gross income expectancy, the expected reduction
in gross income from lack of full occupancy and collection loss, the expected
annual operating expenses, the pattern and duration of the property's income
stream, and the anticipated value of the resale of other real property interest
reversions. When accurate income and expense estimates are established, the
income streams are converted into present value by the process of
capitalization. The rates or factors used for capitalization are derived by the
investigation of acceptable rates of return for similar properties.

      The income capitalization approach is generally applied in appraising
income-producing properties. The quantity, quality and durability of the income
stream must be considered in estimating the economic rent of an income-producing
property.

        Quantity:   Rental comparables have been gathered from similar
                    properties to show current market rents.

        Quality:    This is a measure of the strength of the tenant that could
                    be expected to occupy the subject (i.e., AAA, regional,
                    local, etc.).

        Durability: This is reflected in the vacancy of the area.

      In order to analyze contractual rentals of the subject and determine the
economic rent potential of the available space, a survey was conducted of
similar developments.

      The pages which follow will summarize the comparable rental data utilized
in the appraisal of the subject property. While this study does not include all
competitive space, it is useful in determining patterns of occupancy and
economic levels of rent.


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                                                                         Page 87
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<PAGE>

                                         Income Capitalization Approach, cont'd.
- --------------------------------------------------------------------------------


                                                 Comparable Improved Rental Data
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
                                                                         Page 88
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<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 1:
- --------------------------------------------------------------------------------

                                [GRAPHIC OMITTED]

PROJECT DATA

Project Name:  Zuppardo's Long Beach Village Shopping Center
    Location:  NWQ of Railroad St & Cleveland Ave., Long
               Beach, MS
      County:  Harrison

PROPERTY DATA

   Rentable Area (SF):  55,000
           Year Built:  1996
         Construction:  1-story masonry
           Bay Depths:  65'
       Anchor Tenants:  Winn-Dixie

RENTAL DATA

       Quoted Rate/SF:  $10.50 to $12.50
   Existing Rate Range
       Anchor Tenants:  N/A
           Spec Space:  N/A
     Restaurant Space:  N/A


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                                                                         Page 89
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<PAGE>

                                           Retail Rent Comparable No. 1, cont'd.
- --------------------------------------------------------------------------------

LEASE TERMS

         Lease Basis:  Triple-net
  Typical Lease Term:  5-years
          CAM Charge:  $1.20/SF
    Escalator Clause:  CPI
          Finish-Out:  Negotiable
   Rental Concessions  None

Occupancy Rate:   100%       Historical Occupancy Rate:N/A

Verified By:      Joe Zuppardo (504-834-1970)

Date:             08/26/97                 Comp Code: 325

COMMENTS:   This new neighborhood center has two outlet sites available for
            lease by the owner. This center is located across the street from
            the local high school.


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<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 2:
- --------------------------------------------------------------------------------

                                [GRAPHIC OMITTED]

PROJECT DATA

Project Name:  Oak Harbor Square Shopping Center
    Location:  200-214 E. Beach Blvd./US-90, Long Beach, MS
               Harrison
      County:

PROPERTY DATA

   Rentable Area (SF):  129,000
           Year Built:  1990
         Construction:  1-story
           Bay Depths:  100'
       Anchor Tenants:  K-Mart and Sav-A-Center

RENTAL DATA

      Quoted Rate/SF:  $12.00/SF - $14.00/SF
  Existing Rate Range
      Anchor Tenants:  $5.00/SF & $7.50/SF, respectively
          Spec Space:  N/A
    Restaurant Space:  N/A


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                                                                         Page 91
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<PAGE>

                                           Retail Rent Comparable No. 2, cont'd.
- --------------------------------------------------------------------------------

LEASE TERMS

         Lease Basis:   Triple-net   
                                     
  Typical Lease Term:   3 to 5 years 
                                     
          CAM Charge:   $1.61/SF     
                                     
    Escalator Clause:   CPI          
                                     
          Finish-Out:   Negotiable   
                                     
   Rental Concessions   Negotiable   
                        
Occupancy Rate:    95%                Historical Occupancy Rate:     100%

Verified By:       Andy Weigel (760-341-3166)

Date:              08/20/97                        Comp_Code:     326

COMMENTS:   Other local tenants are Super Video and Fantastic Sam's. This
            property is located on the northside of US-90, which runs parallel
            with the beach. Immediately south across US-90 is a pleasure boat
            marina.


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                                                   RETAIL RENT COMPARABLE NO. 3:
- --------------------------------------------------------------------------------

                                [GRAPHIC OMITTED]

PROJECT DATA

Project Name:     Delchamps Plaza Shopping Center
                                                 
    Location:     360 Pass Road, Gulfport, MS    
                                                 
      County:     Harrison                       
                  
PROPERTY DATA

Rentable Area (SF):     61,894                   
                                                 
        Year Built:     1988                     
                                                 
      Construction:     1-story                  
                                                 
        Bay Depths:     60' (local space)        
                                                 
    Anchor Tenants:     Delchamps & Big "B" Drugs
                                                 
RENTAL DATA                                      
                                                 
    Quoted Rate/SF:     $9.45 to $11.00          
                                                 
Existing Rate Range                              
                                                 
    Anchor Tenants:     N/A                      
                                                 
        Spec Space:     N/A                      
                                                 
  Restaurant Space:     N/A                      


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                                                                         Page 93
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<PAGE>

                                           Retail Rent Comparable No. 3, cont'd.
- --------------------------------------------------------------------------------

LEASE TERMS

       Lease Basis:     Triple-net   
                                     
Typical Lease Term:     3 to 5 years 
                                     
        CAM Charge:     $1.21/SF     
                                     
  Escalator Clause:     5%           
                                     
        Finish-Out:     Negotiable   
                                     
 Rental Concessions     None         

Occupancy Rate:   100%        Historical Occupancy Rate:      100%

Verified By:      Elaine Barnes (800-662-8966)

Date:             08/21/97               Comp_Code:           327

COMMENTS:   This property is located on the northside of Pass Road between Jody
            Nelson Drive and "E" Avenue. Other major tenants in this center are
            Video City USA, Little Caesar's and Commercial Credit.


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                                                   RETAIL RENT COMPARABLE NO. 4:
- --------------------------------------------------------------------------------


                               [GRAPHIC OMITTED]

PROJECT DATA

Project Name:     Handsboro Square Shopping Center
                                                  
    Location:     1355 E. Pass Rd., Gulf port, MS 
                                                  
      County:     Harrison                        

PROPERTY DATA

Rentable Area (SF):     160,000               
                                              
        Year Built:     1983                  
                                              
      Construction:     1-story masonry       
                                              
        Bay Depths:     70'                   
                                              
    Anchor Tenants:     K-Mart & Jitney Jungle
                                              
RENTAL DATA                           
                                              
    Quoted Rate/SF:     $10.00 to $12.00      
                                              
Existing Rate Range                           
                                              
    Anchor Tenants:     N/A                   
                                              
        Spec Space:     N/A                   
                                              
  Restaurant Space:     N/A                   


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                                                                         Page 95
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                                           Retail Rent Comparable No. 4, cont'd.
- --------------------------------------------------------------------------------

LEASE TERMS

       Lease Basis:     Triple-net       
                                         
Typical Lease Term:     5 years minimum  
                                         
        CAM Charge:     $1.00/SF         
                                         
  Escalator Clause:     None             
                                         
        Finish-Out:     No               
                                         
 Rental Concessions     No               

Occupancy Rate:   98%      Historical Occupancy Rate:                100%

Verified By:      Mandy Campanella (800-421-5327)

Date:             08/21/97           Comp_Code:                      328

COMMENTS:   This center is located at the southwest corner of East Pass Road and
            Cowan Street. Other local tenants are Pizza Hut Delivery and Aaron's
            Rental Purchase.


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<PAGE>

                       =================================
                               COMPARABLE RENT MAP
                       =================================

                                [GRAPHIC OMITTED]


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                                                                         Page 97
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<PAGE>

                                              ANALYSIS OF POTENTIAL GROSS INCOME
================================================================================

Current Subject Property Status

                       Subject Existing Rent Roll Summary

<TABLE>
<CAPTION>
===================================================================================================
                                                          Lease                                    
Suite                       Size      Lease     Lease      Term     Rent        Lease       Annual 
  #     Tenant              (SF)      Begin       End     (Yrs.)    /SF          Type        Rent  
- ---------------------------------------------------------------------------------------------------
<S>     <C>                <C>        <C>       <C>         <C>     <C>          <C>       <C>    
1       Delchamps         35,059      06/89     07/09       20      $8.58        NNN      $300,806
- ---------------------------------------------------------------------------------------------------
2       Big 'B'            9,000      05/89     06/99       10      $7.50        NNN       $67,500
        Drugs                                  
- ---------------------------------------------------------------------------------------------------
3       Quick Clean        1,400      01/97     02/00       3       $10.44       NNN(1)    $14,616
        Cleaners                               
- ---------------------------------------------------------------------------------------------------
4       H & R Block        1,500      03/96     04/99       3       $8.00        NNN(1)    $12,000
- ---------------------------------------------------------------------------------------------------
5       Healthnut          1,200      08/95     09/97       1       $8.50        NNN(1)    $10,200
- ---------------------------------------------------------------------------------------------------
6       Family             6,000      11/88     12/98       10      $5.30        NNN(1)    $31,800
        Dollar                                                                
- ---------------------------------------------------------------------------------------------------
7       On Location        1,500      05/93     06/96       3       $8.50        NNN(1)    $12,750
        Video
- ---------------------------------------------------------------------------------------------------
8       Vacant             1,200         --     --          --      $9.00        NNN(1)    $10,800
- ---------------------------------------------------------------------------------------------------
9       Vacant             1,200         --     --          --      $9.00        NNN(1)    $10,800
- ---------------------------------------------------------------------------------------------------
10      Smokey's           1,200         --     --          *       $8.50        NNN(1)    $10,200
- ---------------------------------------------------------------------------------------------------
11      Curves for         1,200         --     --          *       $8.50        NNN(1)    $10,200
        Women                                  
- ---------------------------------------------------------------------------------------------------
12      Consistently       1,200      08/97     09/01       3       $9.50        NNN(2)    $11,400
        Excellent                              
        Pizza                                  
- ---------------------------------------------------------------------------------------------------
13      Subway             1,200      03/96     04/99       3       $7.95        NNN(2)     $9,540
- ---------------------------------------------------------------------------------------------------
Total/Average             62,859 Square Feet                        $8.15                 $512,612
===================================================================================================
</TABLE>

      Note: Vacant Space Current Rent/SF input at market rent estimates.

*Lease renewal under negotiation.
1. Absolute-net lease
2. Triple-net plus management fee

Tenancy:                          Multi-tenant
Square Feet Occupied:             60,459 SF
Square Feet Vacant - Shell:       0 SF
Square Feet Vacant -
  2nd Generation:                 2,400 SF
Rent Trend:                       Stable
Historical Tenant Finish:
      New Lease:                  None
      Refinish:                   None

      Comments/Analysis: The most recent lease agreement was with Consistently
Excellent Pizza for $9.50/SF for 3-years in August of this year. The risk for
restaurant space can be significant, due to the high failure rate. Quick Clean
Cleaners signed a new lease in January of 1997 for $10.44/SF for 3-years. The
tenant build-out was 


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                                                                         Page 98
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                                     Analysis of Potential Gross Income, cont'd.
- --------------------------------------------------------------------------------

extensive for Quick Clean Cleaners. The current asking rental rate for local
shop space is $9.00/SF.

Comparable Rental Analysis/Subject Estimated Market Rents

Introduction

      In order to estimate market rent rates to apply to the subject, we
surveyed similar properties in the subject neighborhood. Factors which typically
influence rental rates include location, and physical attributes such as age,
condition and design/appeal characteristics. The rent comparables presented in
this report represent the most comparable properties to the subject with respect
to age, quality of construction and location. The following chart summarizes the
comparable improved rental datapreviously presented.

Summary of Comparable Improved Rental Data

<TABLE>
<CAPTION>
====================================================================================================================================
Rent No.                  Subject                 1                         2                         3                     4
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>               <C>                     <C>                      <C>                  <C>    
Name/Address             Delchamps         Zuppardo's Long              Oak harbor             Delchamps Plaza          Handsboro
                           Plaza            Beach Village            Square Shopping               Shopping          Square Shopping
                         Shopping         Shopping Center,             Center, Long                Center,              Center,
                          Center              ong Beach                   Beach                    Gulfport             Gulfport
- ------------------------------------------------------------------------------------------------------------------------------------
Size(SF)                62,859                    55,000                   129,000                    1,894                 160,000
- ------------------------------------------------------------------------------------------------------------------------------------
Year Built                1989                      1996                      1990                     1988                    1983
- ------------------------------------------------------------------------------------------------------------------------------------
Occupancy                  96%                      100%                       95%                     100%                     98%
- ------------------------------------------------------------------------------------------------------------------------------------
Quoted Rate/SF             N/A          $10.50 to $12.50          $12.00 to $14.00          $9.45 to $11.00       $10.000 to $12.00
- ------------------------------------------------------------------------------------------------------------------------------------
Tenant                     N/A                Triple-net                Triple-net               Triple-net              Triple-net
Expenses
- ------------------------------------------------------------------------------------------------------------------------------------
CAM Charge                 N/A                  $1.20/SF                  $1.61/SF                 $1.21/SF                $1.00/SF
- ------------------------------------------------------------------------------------------------------------------------------------
Rental                     N/A                      None                Negotiable                     None                    None
Concessions
- ------------------------------------------------------------------------------------------------------------------------------------
Effective Rate/SF                       $10.50 to $12.50          $12.00 to $14.00          $9.45 to $11.00        $10.00 to $12.00
====================================================================================================================================
</TABLE>

      All property characteristics of the comparable rentals and the subject
property have been analyzed by the appraisers. The following summarized the
comparison of primary factors of the comparable rentals affecting rents as
compared to the subject.

Comparison to Subject

Subject:
      Primary Negative Factors:     None
      Primary Positive Factors:     General location along a secondary 
                                    commercial traffic artery.


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                                                                         Page 99
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<PAGE>

                                     Analysis of Potential Gross Income, cont'd.
- --------------------------------------------------------------------------------

Rent No. 1 - Zuppardo's Long Beach Village Shopping Center, Long Beach:
     Inferior Factors
       Compared to Subject:     None
     Superior Factors
       Compared to Subject:     New property
     Tenant Expenses:           Similar; no adjustment required
     Overall Comparison
       to Subject:              Superior

Rent No. 2 - Oak Harbor Square Shopping Center, Long Beach:
     Inferior Factors
       Compared to Subject:     None
     Superior Factors
       Compared to Subject:     Highly trafficked location along Beach
                                Boulevard/US-90
     Tenant Expenses:           Similar; no adjustment required
     Overall Comparison
       to Subject:              Superior

Rent No. 3 - Delchamps Plaza Shopping Center, Gulfport:
     Inferior Factors
       Compared to Subject:     None
     Superior Factors
       Compared to Subject:     Highly trafficked location along Pass Road
                                in Gulf port; higher population density
     Tenant Expenses:           Similar; no adjustment required
     Overall Comparison
       to Subject:              Slightly superior

Rent No. 4 - Handsboro Square Shopping Center, Gulfport:
     Inferior Factors
       Compared to Subject:     Older center
     Superior Factors
       Compared to Subject:     Highly trafficked location along Pass Road
                                in Gulfport; higher population density
     Tenant Expenses:           Similar; no adjustment required
     Overall Comparison
       to Subject:              Superior

Most Comparable Rentals:        No. 3

      Conclusions/Analysis: A comparison of the comparable rental data indicates
that most of the properties benefit from their superior locations along high
traffic thoroughfares, age, condition and their tenant's visibility to drive-by
traffic account for significant variances in rental rates. Sale No. 3 is the
most similar in tenant mix, size and age; however, the location is slightly
superior. After reviewing the subject's leases and current quoted rent as well
as the rent comparable data, the following market lease rate ranges are
supported for local shop space.


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                                     Analysis of Potential Gross Income, cont'd.
- --------------------------------------------------------------------------------

Estimated Market Rate:
   Small Local Space:       $9.00/SF
   Family Dollar:           $7.00/SF
   Big 'B' Drugs:           $7.50/SF

Expense Recoveries:
   Analysis:                All of the comparable anchor lease rates were
                            based on a triple net basis. Six of the local
                            shop tenants have absolute-net leases. However,
                            two other tenants, do pay their pro rata share
                            of the management fee on top of the CAM, taxes
                            and insurance.

   Conclusion:              Market lease rates based on the following
                            expense recovery: Mixture of triple-net to
                            absolute-net.

      Inasmuch as the subject is an existing property with several leases in
place, the existing contract rents and expense recoveries are utilized for
occupied space and the market lease rates and expense recovery for vacant spaces
are utilized in the Stabilized Operating Statement which follows the Analysis of
Expenses.


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<PAGE>

                                                            ANALYSIS OF EXPENSES
================================================================================

Expense History

$/SF History Compared to Appraiser's Estimate

Expense Item        1994            1995            1996           Estimate
- ------------        ----            ----            ----           --------
Management          $0.38           $0.40           $0.47           $0.38

Taxes:              $0.83           $0.83           $0.84           $0.84

Insurance:          $0.15           $0.15           $0.14           $0.15

CAM:                $0.24           $0.23           $0.74           $0.25

Administration:     $0.00           $0.00           $0.00           $0.01

Reserves:           $0.00           $0.00           $0.00           $0.10

Subtotal            $1.60           $1.61           $2.19           $1.73

Vacancy & Collection Loss           Vacancy & collection loss is an allowance 
    Expense Description:            for reductions in potential income
                                    attributable to vacancies, tenant turnover
                                    and nonpayment of rent. The allowance is
                                    usually estimated as a percentage of
                                    potential gross income, which varies
                                    depending on the type and characteristics of
                                    the physical property, the quality of
                                    tenants, current and projected supply and
                                    demand, and general and local economic
                                    conditions. The percentage rate recognized
                                    reflects typical investor expectations over
                                    the specific holding period assumed or
                                    projected.

Subject Data:
    Tenancy:                        Multi-tenant
    Current Occupancy:              96%

Market Data:
    Submarket:                      97.4%
    Submarket Years Supply:         Equilibrium

Analysis:                           Based on a review of the market data above
                                    as well as the subject's current vacancy, a
                                    vacancy and collection loss of 5% of local
                                    shop space is believed to appropriately
                                    recognize potential tenant turnover and
                                    collection loss over the holding period.


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                                                   Analysis of Expenses, cont'd.
- --------------------------------------------------------------------------------

     Estimated Vacancy &
       Collection Loss:             5% of local shop space

Management:
     Expense Description:           The subject must be considered as an
                                    investment under prudent management. A
                                    charge is made to reflect either the owner's
                                    input of time and attention or that of a
                                    professional agent. The expense would
                                    include the collection of rents, supervision
                                    of all maintenance, etc.

     Analysis:                      The proforma annual management fee for the
                                    subject property is 4.0% of the Effective
                                    Gross Income. This is consistent with local
                                    practices.

     Estimated Management:          4.0%

Real Estate Taxes:                  See previously presented Real Estate Tax
                                    Analysis for detailed analysis and expense
                                    history.

     Estimated Real Estate
         Taxes:                     $52,876, or $0.84/SF

Insurance:
     Expense Description:           The subject property will be insured against
                                    losses arising out of fire, casualty, and
                                    liability. Other various extended coverages
                                    are also provided for under this policy.

     Analysis:                      The subject's expenses history reflects an
                                    expense of $0.15/SF. Based on a competitive
                                    analysis of other retail centers and the
                                    subject's historical expense, an estimate of
                                    $0.15/SF annually is judged appropriate for
                                    the subject.

     Estimated Insurance:           $0.15/SF

Common Area Maintenance
(CAM):
     Expense Description:           The common area maintenance charge covers
                                    all trash removal, common area maintenance,
                                    certain recoverable administrative expenses,
                                    landscaping charges and common area
                                    utilities and any other common area
                                    expenses.

     Analysis:                      The subject's expenses history reflects an
                                    expense of $0.74/SF. Based on a competitive
                                    analysis of other retail centers and the
                                    subject's historical expense, an estimate of
                                    $0.25/SF annually is judged appropriate for
                                    the subject. Therefore, the CAM


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                                                   Analysis of Expenses, cont'd.
- --------------------------------------------------------------------------------

                                    expense estimate is based upon the 1996
                                    proforma expenses.

     Estimated CAM:                 $0.01/SF

Administration:                     The administrative expense consists of 
     Expense Description:           non-recoverable administrative expenses such
                                    as legal expenses and other miscellaneous
                                    expenses that are not passed through to the
                                    tenant in the common area expense recovery.

     Analysis:                      The subject's expenses history reflects no
                                    significant administration expense. Based on
                                    a competitive analysis of other retail
                                    centers and the subject's historical
                                    expense, an estimate of $0.01/SF annually is
                                    judged appropriate for the subject.

     Estimated                      $0.25/SF
Administration:

Reserves:
     Expense Description:           A reserves or replacement allowance provides
                                    for the periodic replacement of building
                                    components that wear out more rapidly than
                                    the building itself and must be replaced
                                    periodically during the building's economic
                                    life. Examples of these components are roof
                                    cover, HVAC compressors, parking areas and
                                    other site improvements.

     Analysis:                      The reserves expense estimate is based
                                    primarily on the typical expense recognized
                                    by buyers as compared to a calculated type
                                    estimate Based upon the age and condition of
                                    the property and typical buyer actions, the
                                    reserves expense estimate is $0.10/SF.

     Estimated Reserves:            $0.10/SF


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                                                   Analysis of Expenses, cont'd.
- --------------------------------------------------------------------------------

Estimated Expense Summary

                            Management           4.0%   EGI   =     $23,838
                            Taxes:             $0.84    /SF   =     $52,876
                            Insurance:         $0.15    /SF   =      $9,429
                            CAM:               $0.25    /SF   =     $15,715
                            Administration:    $0.01    /SF   =        $629
                            Reserves:          $0.10    /SF   =      $6.286
                                               -----               --------
                       Subtotal Expenses:      $1.73    /SF   =    $108,772


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<PAGE>

STABILIZED OPERATING STATEMENT
================================================================================
Gross Rental Income Potential:

                                                 Lease
                           Size (SF)              Rate
                           ---------              ----
   Anchors                  50,059       @      $7.99 /SF    =    $400,106
   Local Shop Space         12,800       @      $8.79 /SF    =    $112,506
                                                                  --------
   Gross Rent Income        62,859       @      $8.15 /SF    =    $512,612
   (See Rent Roll for Rent Allocation)

Plus: Expense Recovery
   Anchor @T          Triple-net                                   $68,146
   Local Shop @       Mixture of triple-net to absolute-net        $21,901
                                                                   -------
   Total Expense Recovery                                          $90,048

Total Income By Tenant Type Classification
   Anchor @                                                       $468,253
   Local Shop @                                                   $134,407
                                                                  --------
Total Gross Annual Income:                                        $602,660

Less: Vacancy/Collection Loss
   Anchor Income @                                 0%                   $0
   Local Shop Income @                             5%              ($6,720)
                                                                   --------

Effective Gross Income:                                           $595,939

Less Expenses

   Management            4.0%    EGI  =     $23,838
   Taxes:               $0.84    /SF  =     $52,876
   Insurance:           $0.15    /SF  =      $9,429
   CAM:                 $0.25    /SF  =     $15,715
   Administration:      $0.01    /SF  =        $629
   Reserves:            $0.10    /SF  =      $6,286
                        -----                ------
Subtotal Expenses:      $1.73    /SF  =    $108,772              ($108,772)
                                                                 ----------
Net Operating Income:                                             $487,168
                                                                  ========

NOI/SF:                            $7.75
NOI/Gross Rental Income            95.04%
NOI/Gross Income                   80.84%

                            CAPITALIZATION TECHNIQUE
           ===================================================
              NOI        /        OAR     =     Value Estimate
           $487,168      /       10.00%   =        $4,871,679

           Current Stabilized Value Estimate       $4,870,000
           Less: Deferred Maintenance                       0
           Less: Lease-Up Costs to Stabilization            0
                                                   ----------
           As Is Value Estimate                    $4,870,000


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<PAGE>

                                          ANALYSIS OF DIRECT CAPITALIZATION RATE
================================================================================

Introduction

      Direct capitalization is a method used to convert a single year's income
estimate into a value indication. The capitalization rate utilized in the income
capitalization approach combines input from the marketplace in conjunction with
a review of mortgage/equity positions. Although the appraiser can estimate an
overall capitalization rate by using various techniques, derivation of the rate
from comparable sales is generally preferred when sufficient data are available
from transactions of similar, competitive properties. In order to provide a
consistent basis for comparison, the net operating income from each comparable
is calculated and estimated in the same manner as that for the subject property.
Additionally, the appraiser must conclude that neither non-market financing
terms nor different market conditions have affected the transaction prices of
the comparables. When these requirements are met, the appraiser estimates the
overall rate by dividing each property's net operating income by its sale price.

Improved Sales' Overall Rate Summary

<TABLE>
<CAPTION>
===============================================================================================================================
Sale No.         Subject                      1                  2                    3                   4                 5
- -------------------------------------------------------------------------------------------------------------------------------
<S>                <C>              <C>                  <C>                     <C>                <C>               <C>    
                                     Southland         Pine Valley          North Nixon          Village at        Oak Harbor
Name/Address                           Plaza            Shopping            Marketplace            Moody             Square
                                     Shopping            Center,              Shopping            Shopping          Shopping
                                      Center,          Wilmington,            Center,             Center,         Center, Long
                                     Decatur, AL           NC               Chattanooga          Moody, AL          Beach, MS
- -------------------------------------------------------------------------------------------------------------------------------
Sale Date         Current          02/01/97            04/28/96                03/14/96           02/14/96           09/19/96
- -------------------------------------------------------------------------------------------------------------------------------
Year Built           1989            1970 &                1990                    1995               1995               1990
                                       1996
- -------------------------------------------------------------------------------------------------------------------------------
Occupancy             96%               97%                100%                     96%               100%               100%
- -------------------------------------------------------------------------------------------------------------------------------
Size(SF)           62,859           123,031              60,000                  63,270             60,800            129,000
- -------------------------------------------------------------------------------------------------------------------------------
%                     80%               42%                 71%                     83%                72%                95%
Credit/Anchor
- -------------------------------------------------------------------------------------------------------------------------------
Overall Rate          N/A            10.69%              10.00%                  10.13%               9.66%             9.15%
===============================================================================================================================
</TABLE>

Note: All transaction data in the chart reflects each equivalency and/or other
      adjustments applied in the comparable sale summary sheets.

Comparison of Important Factors Affecting OAR

      All property and conditions of sale characteristics of the comparable
sales and the subject property have been analyzed by the appraisers. The
following summarizes the comparison of primary factors of the comparable sales
affecting value as compared to the subject.


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                                 Analysis of Direct Capitalization Rate, Cont'd.
- --------------------------------------------------------------------------------

      Note: The reader is reminded that this is a comparison of overall rates
and not the sales price per square foot. Therefore, the terms of comparison to
the subject of each sale may be different than those used in the previously
presented Sales Comparison Approach, which was based on the quantity of income
and subsequent adjustments to the sales price per square foot. While the overall
rate recognizes physical factors, intangible factors such as quality of tenants,
conditions of sale, occupancy at time of sale, and investment quality tend to
have stronger influence on the overall rate comparison. As an example, two
properties with different locations and quality of improvements may have
significantly different per square foot sales prices, but very similar overall
rates. Thus, the comparison to the subject includes the intangible factors
influencing overall rates.

Subject:
     Primary Negative Factors:    None
     Primary Positive Factors:    Anchor percentage and quality of anchor

      Comment: As of the appraisal date, Jitney Jungle was in the process of
buying out Delchamps. On August 29, 1997, Standard & Poors placed a B+ corporate
credit rating on Jitney Jungle after considering the buyout and the debt
required to complete the transaction. This rating is inferior to Winn Dixie, but
slightly superior to Brunos, the parent company of Food World, Inc. The reader
is directed to the Addenda for copies of recent articles addressing these
issues.

Sale No. 1 - Southland Plaza Shopping Center, Decatur, AL:
     Inferior Factors
       Compared to Subject:       Lower percentage of anchor space
     Superior Factors
       Compared to Subject:       None
     Overall Comparison
       to Subject:                Inferior

Sale No. 2 - Pine Valley Shopping Center, Wilmington, NC:
     Inferior Factors
       Compared to Subject:       None
     Superior Factors
       Compared to Subject:       None
     Overall Comparison
       to Subject:                Similar

Sale No. 3 - North Nixson Marketplace Shopping Center, Chattanooga, TN:
     Inferior Factors
       Compared to Subject:       None
     Superior Factors
       Compared to Subject:       None
     Overall Comparison
       to Subject:                Similar

Sale No. 4 - Village at Moody Shopping Center, Moody, AL:
     Inferior Factors
       Compared to Subject:       None


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                                 Analysis of Direct Capitalization Rate, Cont'd.
- --------------------------------------------------------------------------------

    Superior Factors
     Compared to Subject:                       None
    Overall Comparison
     to Subject:                                Similar

Sale No. 5 - Oak Harbor Square Shopping Center, Long Beach, MS:

    Inferior Factors
     Compared to Subject:                       None
    Superior Factors
     Compared to Subject:                       95% anchors
    Overall Comparison
     to Subject:                                Superior

Most Comparable Sales:                          Nos. 2, 3 and 4

      Comment/Analysis: All of the sales are community or neighborhood shopping
centers with moderate to strong anchors, which for the most part dominate the
overall physical size of each center. Sale No. 1 had the smallest percent of
anchor space. Sale No. 5 has a 95% anchor coverage of the space, far exceeding
the subject property. Therefore, these two comparables are the least similar to
the subject property. Analysis in the Sales Comparison Approach concluded that
Sale Nos. 2, 3 and 4 are the most similar to the subject in the type of risk.
Based on the relatively narrow range indicated by the most comparable sales, the
appropriate overall rate for the subject is 10.00%.

Concluded OAR:                      10.00%

Analysis of Subject's Potential Mortgage Terms

Preliminary Analysis:               Several factors affect the potential real
                                    estate mortgage terms of any given property.
                                    These factors include, credit worthiness of
                                    the borrower, quality of tenants, length of
                                    term, amortization and other factors
                                    considered by lenders when analyzing the
                                    relative risk of a loan. However, lenders
                                    typically have general parameters or
                                    guidelines established for real estate
                                    loans. The appraisers have had discussions
                                    with local mortgage brokers about long-term
                                    financing terms and bank loan officers about
                                    short term financing.

   Long-Term Financing:             Institutional lenders are typically
                                    establishing interest rates on the basis of
                                    200 to 250 basis points above the comparable
                                    term U.S. Treasury Bond with a 7 to 10 year
                                    term, 20 to 25 year amortization and 70% to
                                    75% loan-to-value ratio. While these terms
                                    may vary from lender to lender, the ultimate
                                    test for a particular loan is the debt
                                    coverage ratio.


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                                 Analysis of Direct Capitalization Rate, Cont'd.
- --------------------------------------------------------------------------------

   Bank Short-Term
      Financing:                    Banks are typically utilizing the prime rate
                                    as theindex for loans. Mortgage interest
                                    rates are typically 150+/-basis points above
                                    the prime rate. The mortgage terms are
                                    preferably a three year call based on a 20
                                    to 25 year amortization and 70% to 75%
                                    loan-to-value ratio; however, banks will
                                    provide a five year term in some situations.

   Summary of Subject's Potential Mortgage Terms

      Mortgage Type:                Long-term;
         Analysis:                  This appraisal contemplates a typical
                                    long-term loan instead of a bank short-term
                                    loan. While the bank loan is common, a
                                    long-term loan is more consistent with the
                                    typical holding period for real estate.

      U.S. Treasury Bond
         10 Year Rate(1):           6.50%
      Loan Term:                    10 years
      Amortization:                 25 years
      Loan-to-Value Ratio:          75%
      Approx. Interest Rate:        8.00%

Debt Coverage Ratio (DCR) Analysis: A Test of Reasonableness

                                                    Direct Cap     Final Report
                                                         Value            Value

Direct Capitalization Value                         $4,870,000       $4,800,000

Loan Amount @ L-to-V of           75%               $3,652,500       $3,600,000

Monthly Payment                                        $28,191          $27,785

Estimated NOI                                         $487,168         $487,168

Divided by Annual Payment                             $338,287         $333,425
                                                      --------         --------
Implied Debt Coverage Ratio                               1.44             1.46

      Comment/Analysis: The implied debt coverage ratios for the direct
capitalization method value estimate and the final report value (based on
correlation of all three approaches) are acceptable and reasonable.

- ----------

      (1) Note; The rate is an approximation on a rounded basis due to the
weekly change in the rate.


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<PAGE>

                                                   DISCOUNTED CASH FLOW ANALYSIS
================================================================================

Introduction

      In a discounted cash flow analysis (DCF) the quantity, variability, timing
and duration of the cash flows to a property are analyzed. Each cash flow is
discounted to a present value and then all the present values are added to
obtain the total value of the income to the real property interest being
appraised. The future value of that interest, the reversion, is forecast at the
end of the projection period and is also discounted.

      This method is particularly appropriate for properties with irregular cash
flows. This is particularly appropriate in the case of properties with below
stabilized occupancy, below or above market rental rates, and other unusual
circumstances.

      In order to utilize this analysis, certain assumptions must be made. A
summary of all such assumptions used as a basis for the DCF analysis will
follow. Projections regarding market (economic) rental rates, occupancy levels,
expenses and absorption rates are all market-derived and have been discussed in
previous sections of this report. Consideration is also given to several
investment surveys provided by regional/national research companies. These
investor surveys included the Real Estate Investor Survey published by Peter F.
Korpacz & Associates, Inc.. This report provides a summary of the expected rates
of return, property selection criteria, and investment outlook of a
representative sampling of large institutional investors in the United States.

      The DCF technique will follow the assumptions and forecasts listed below.
This projected economic model carries no warranties, expressed or implied, that
the scenario will actually be achieved by the subject property.

Assumptions & Forecasts

Projection Period:
     Analysis:                      The appraisers have relied upon
                                    conversations with market participants and a
                                    review of investor surveys to determine the
                                    appropriate holding period for the subject
                                    property. Additionally, significant
                                    consideration is given to the remaining
                                    economic life of the property, the current
                                    economic climate of the region and changes
                                    in the tax laws. Noting that investment
                                    properties have historically been held for a
                                    period of 7 to 15 years, and that the survey
                                    data provided by P.F. Korpacz indicate
                                    expectations of a similar time frame, a ten
                                    year investment period is projected. The
                                    cash flow for the subject is presented on a
                                    fiscal year with the first year beginning in
                                    the month of the effective date of appraisal
                                    (August 19, 1997).

     Estimate:                      10 years

Gross Income Estimates:             Gross annual income is based on the
                                    contractual income from the existing leases,
                                    and the market


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                                          Discounted Cash Flow Analysis, cont'd.
- --------------------------------------------------------------------------------

                                    rental rate on the vacant space. Existing
                                    leases are forecasted to roll over at market
                                    rates.

Market Rental Rates:                See Analysis of Potential Gross Income for
                                    details and analysis.

     Market Rent:
        Small Shop Space:           $9.00/SF
        Family Dollar               $7.00/SF
        Big 'B' Drugs               $7.50/SF

Expense Recovery:                   Mixture of triple-net to absolute-net for
                                    all tenants; with one tenant paying the
                                    management fee on top of the CAM, taxes and
                                    insurance.

Rent Appreciation:                  Support for the rental rate appreciation is
     Description:                   based upon several factors. Items to be
                                    considered include historical and forecasted
                                    consumer price index data, current supply
                                    and demand factors (market vacancy & market
                                    rent trends), and investors' perceptions
                                    (investor surveys).

     CPI Index Recent
       History:                     2% to 3%
     Economists' Consensus
       CPI Forecast:                3%+/- in short-term, moderate increase
                                    long-term Under current Federal Reserve
                                    leadership, inflation is anticipated to be
                                    reasonably maintained and under control.

     General Occupancy
       Trends:
        Property Type:              Neighborhood shopping center
        Submarket:                  97.4%

     Market Rent Trends:            Increasing

     Investor Surveys:
        Source:                     Korpacz Real Estate Investor Survey; Second
                                    Quarter 1997

        Property Type               National Strip Shopping Center Market


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                                          Discounted Cash Flow Analysis, cont'd.
- --------------------------------------------------------------------------------

        Rent Appreciation
          Range:
                                             ===================================
                                             Key             Current    Quarter
                                             Indicators
                                             ===================================
                                             Market Rent Change Rate

                                             Range            0.00%      6.00%

                                             Average               2.83%

     DCF Rent Appreciation
       Forecast:
         Years 1-3:                 3.00%
         Years 4-11:                4.00%

      Comments/Analysis: The market occupancy is strong; however, there is no
evidence of enough demand to yield rent appreciation higher than anticipated
inflation over the holding period. Thus, rent appreciation is forecasted to be
at general inflationary rates.

Vacancy & Collection Loss:
     Analysis:                      The subject will undergo a loss in potential
                                    gross income attributable to lease-up,
                                    normal vacancy, collection losses, tenant
                                    default and turnover. The appraisers have
                                    considered the historical performance of the
                                    subject, the amount of unleased space in the
                                    competitive market and planned new
                                    construction in the projection of vacancy
                                    over the holding period. The DCF analysis
                                    assumes competent and professional
                                    management of the property at the previously
                                    cited market rental rates.

     Subject Occupancy:             See Analysis of Expenses for details and
                                    analysis

        Current Occupancy:          96%

        Stabilzed Vacancy:          5% (local shop space only)

     General Occupancy
       Trends:
        Property Type:              Neighborhood shopping center

        Submarket:                  97.4%
        Submarket Years
          Supply:                   Equilibrium

Tenant Turnover:
     Vacancy at Turnover:           4 months
     Probability of Renewal:        75%


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                                          Discounted Cash Flow Analysis, cont'd.
- --------------------------------------------------------------------------------

     Special Existing Tenant
        Turnover Situations:        None

Operating Expenses
  Proforma Year 1:                  $1.73/SF

Appreciation:                       As in the market rental rate appreciation
                                    analysis, the appraiser must consider
                                    historical and forecasted CPI data and
                                    investors perceptions.

     CPI Data:                      See Rent Appreciation analysis
Investor Surveys:
        Source:                     Korpacz Real Estate Investor Survey; Second
                                    Quarter 1997

        Property Type:              National Strip Shopping Center Market

        Expense Appreciation
          Range:
                                             ===================================
                                             Key             Current    Quarter
                                             Indicators
                                             ===================================
                                             Expense Change Rate

                                             Range            0.00%      5.00%

                                             Average               3.58%

     DCF Rent Appreciation
       Forecast:
         Years 1-3:                 3.00%
         Years 4-11:                4.00%

      Comments/Analysis: The investor survey expense change data actually
reflects a stratified expense appreciation segregated into a low rate in the
early years and higher rate in later years. For the subject property, the
expense appreciation is anticipated to be highly similar to the general
inflation rate and similar to the income appreciation.

Leasing Commissions:
     Analysis:                      Leasing commissions are charged when any
                                    given lease renews or if a new lease is
                                    signed for vacant or vacated tenant space.
                                    The leasing commission for new leases is
                                    different than renewal leases. As existing
                                    leases roll over, the discounted cash flow
                                    applies a blended or weighted average of the
                                    two leasing commissions based on the
                                    probability of renewal/vacating. Charged as
                                    capital expense below NOI.


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                                          Discounted Cash Flow Analysis, cont'd.
- --------------------------------------------------------------------------------

                                    Subject Broker & Outside Broker: The new
                                    tenant commission is based on a typical 4%
                                    commission when the only broker involved in
                                    the transaction is the subject's leasing
                                    agent. When an outside broker is utilized,
                                    the total commission is typically 6% with 4%
                                    paid to the outside broker and 2% to the
                                    subject broker. Discussions with brokers
                                    indicated a 50% probability of an outside
                                    broker involvement is reasonable. The
                                    following table presents the calculations of
                                    the leasing commissions utilized in the
                                    discounted cash flow.

DCF Leasing Commissions Calculations

================================================================================
New Lease Rate Calculations
================================================================================
                                                                        Weighted
                           % Common        Probability                    Rate

w/Outside Broker             6.00%     x       50%             =         3.00%

No Outside Broker            4.00%     x       50%             =         2.00%
                                                                         -----

Composite Rate                                                           5.00%

================================================================================
DCF Leasing Commission
Calculations
================================================================================
New Release Rate             5.00%     x       25%             =         1.25%

Renewal Lease Rate           2.00%     x       75%             =         1.50%
                                                                         -----
Blending Leasing Rate                                                    2.75%

Tenant Improvements/Retrofit (TI's):
     Analysis:                      As vacant space is leased and existing
                                    tenant space rolls over, the landlord incurs
                                    a capital expense for tenant improvements.
                                    Different TI's/SF can be expected for two
                                    types of events - 1) renewal of existing
                                    tenant and 2) existing vacant or vacated
                                    lease space by a tenant The table presented
                                    below indicates the TI's/SF for the two
                                    events and the blended rate charged in the
                                    discounted cash flow.


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                                          Discounted Cash Flow Analysis, cont'd.
- --------------------------------------------------------------------------------

DCF Tenant Improvement Calculations

================================================================================
Blended TI Calculations
================================================================================
                                                                       Weighted
Rollover Event       TI's/SF              Probability                    $/SF

Vacate                $2.00         x         25%             =         $0.50

Renewal               $1.00         x         75%             =         $0.75
                                                                        -----
Blended TI's/SF                                                         $1.25

Reversion:
    Description:                    Income-producing properties typically
                                    provide two types of financial benefits -
                                    periodic income and the future value
                                    obtained from sale of the property or
                                    reversion of the property interest at the
                                    end of the holding period. In the case of
                                    the subject, the appraisers have projected
                                    the reversion as the proceeds of resale, or
                                    the net difference between the transaction
                                    price and any selling expenses, which may
                                    include brokerage commissions, legal fees,
                                    title policies, surveys, fix-up costs and
                                    the like. The reversion value is calculated
                                    by applying an overall rate to the 11th
                                    year's NOI.

     Analysis:                      The reversion overall rate is typically
                                    higher than the going-in overall rate to
                                    reflect higher risk associated with a
                                    forecast in the extended future and to
                                    reflect the older age of the property. A
                                    review of the overall capitalization rates
                                    provided by the investor surveys cited
                                    previously indicated that terminal
                                    capitalization rates are typically projected
                                    at 50 to 100 basis points higher than the
                                    going-in cap rates. The typical reversion
                                    rate for a property with similar quality
                                    investment characteristics as the subject
                                    would be 50 basis points higher because of
                                    its current age.

    Estimated Reversion OAR:        10.50%

    Reversion Sales Costs:          4%

Yield or Discount Rate:
    Description:                    The selection of the appropriate rate
                                    requires the verification and interpretation
                                    of the attitudes and expectations of market
                                    participants including buyers, sellers,
                                    advisers and brokers. Although the


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                                          Discounted Cash Flow Analysis, cont'd.
- --------------------------------------------------------------------------------

                                    actual yield on an investment cannot be
                                    calculated until the investment is sold, an
                                    investor may set a target yield for the
                                    investment before or during ownership.
                                    Historical yield rates derived from
                                    comparable sales may be relevant, but they
                                    reflect past, not future, benefits perceived
                                    by the investor and are not reliable
                                    indicators of current yield. Therefore, the
                                    selection of yield rates for discounting
                                    cash flows should focus on the prospective
                                    or forecast yield rates anticipated by
                                    typical buyers and sellers.

                                    The appropriate yield or discount rate is
                                    based upon a combination of factors and
                                    considerations. These include current
                                    mortgage interest rate levels, yield rates
                                    on government and corporate bonds, the
                                    anticipated rate of future inflation; the
                                    management, risk and illiquidity aspects of
                                    the subject property; and the expressed
                                    objectives of major investors in investment
                                    properties. Because of the importance of the
                                    proper selection of a yield rate in the DCF,
                                    the appraisers have attempted to estimate
                                    the rate by two independent techniques as
                                    follows:

Build-up Method
    Introduction:                   It is generally accepted that all
                                    investments are predicated on the
                                    expectation of receiving a return on capital
                                    that represents the time value of money with
                                    an appropriate adjustment for perceived
                                    risk. In the build-up method the appraisers
                                    attempt to recognize the premiums attached
                                    to the yield rate of a real estate
                                    investment compared to a safer, more liquid
                                    and marketable investment. The minimum rate
                                    of return for invested capital is sometimes
                                    referred to as the "safe" or "riskless"
                                    rate. Theoretically, the difference between
                                    the yield rate applied to real estate and
                                    the safe rate may be considered a premium to
                                    compensate the investor for risk,
                                    anticipated inflation, the burden of
                                    management, and the illiquidity of invested
                                    capital.

    Safe Rate:                      The safe rate used in this analysis is
                                    considered the yield applicable to
                                    government securities for a comparable term
                                    as the subject investment.

    Illiquidity &
       Marketability
       Premiums:                    There are several hypothetical measurements
                                    for the add on premiums for illiquidity and
                                    risk, such


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                                          Discounted Cash Flow Analysis, cont'd.
- --------------------------------------------------------------------------------

                                    as comparison of corporate bonds to
                                    government bonds. In our analysis, the
                                    premium for illiquidity and marketability is
                                    measured by the difference in yield rates
                                    depicted by government bonds and long term
                                    real estate mortgages. The more subjective
                                    adjustment for risk is based on this
                                    appraiser's interpretation of market
                                    expectations for this property type.

                                    Illiquidity & Marketability Calculation

                                    ============================================
                                      Long-Term Mortgage(1)               8.00%
                                    --------------------------------------------
                                      10-Year Tresuries(1)                6.50%
                                    --------------------------------------------
                                      Spread (Premium for illiquidity &   1.50%
                                      marketability)
                                    ============================================

                                    (1) See Analysis of Direct Capitalization,
                                    Subject's Potential Mortgage Terms for
                                    Analysis and details

                                    The lender's return reflects less risk on
                                    the loan capital as compared to the total
                                    investment in a property because of the
                                    cushion provided in the loan-to-value ratio.
                                    The lower risk position is considered to
                                    best reflect illiquidity and marketability.

    Risk:                           As a correlation, the risk of the overall
                                    capital investment, above and beyond the
                                    safe rate and illiquidity and marketability
                                    premium, should be at or higher than the
                                    spread presented in the previous chart.
                                    Given the subject's age and quality of
                                    investment, the risk premium should be
                                    higher than the illiquidity and
                                    marketability risk.

    Concluded Risk
      Premium:                      3.50%


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                                          Discounted Cash Flow Analysis, cont'd.
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    Build-up Method Calculation

                                               Safe Rate - 10 Yr.
                                               Tresuries                   6.50%

                                               Plus: Premium for
                                               Illiquidity and
                                               Marketability               1.50%

                                               Plus: Premium for Risk      3.50%
                                                                          ----- 
                                                Indicated Discount Rate   11.50%

                                                Rounded,                  11.50%
                                                                          ===== 

Investor Survey:
    Introduction                    The appraisers reviewed the investor surveys
                                    provided by P.F. Korpacz. This is a
                                    nationally recognized research company that
                                    provide ex ante return expectations or goals
                                    of investors contemplating acquisitions of
                                    real estate. This survey provides a timely
                                    insight into the yields, return criteria,
                                    and risk adjustments of
                                    national/institutional investors when making
                                    acquisition decisions. The general
                                    parameters depicted by the data are provided
                                    as follows:

    Source:                         Korpacz Real Estate Investor Survey; Second
                                    Quarter 1997

    Property Type:                  National Strip Shopping Center Market IRR
                                    Range

                                    ============================================
                                    Key
                                    Indicators           Current        Quarter
                                    ============================================
                                    Free &
                                    Clear IRR

                                    Range                10.00%          14.00%

                                    Average                     11.55%

     Analysis:                      The subject does not fit the parameters of
                                    investment grade property, particularly
                                    considering that the property value is well
                                    below the typical $10,000,000 to $20,000,000
                                    value range for properties desired by
                                    institutional investors. Therefore, the
                                    subject property's discount rate should be
                                    at the middle to upper middle of the range.

    Investor Survey Discount Rate

      Conlusion:                    11.50%


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                                          Discounted Cash Flow Analysis, cont'd.
- --------------------------------------------------------------------------------

    Discount Rate
      Reconcilliation:              The appraisers have given nearly equal
                                    weight to the two techniques above in
                                    selecting the appropriate discount rate for
                                    the appraised property with least weight
                                    placed on the build-up method. Also
                                    considered in the analysis was the age and
                                    construction quality of the subject, the
                                    current occupancy, quality of tenants and
                                    the economic constraints of the submarket in
                                    which it competes.

    Discount Rate
      Conclusion:                   11.50%

      The following discounted cash flow analysis is the summary of the
individual tenant's income and the forecasted expenses to be incurred over the
holding period. The individual lease analysis and discounted cash flow program
generated assumptions and forecasts are presented in the Addenda section of this
report.

      The reader is directed to the Discounted Cash Flow Analysis located on the
following pages.


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                                                    Discounted Cash Flow Summary
- --------------------------------------------------------------------------------

Software      : ARGUS Ver. 7.0.0.1
File          : Long_Bch
Property Type : Retail
Portfolio     : Merrill Lynch Mortgage Capital
               
                         Delchamps Plaza Shopping Cente
                            200 West Railroad Street
                          LongBeach, Mississippi 39560
                        SCHEDULE OF PROSPECTIVE CASH FLOW
           In Inflated Dollars for the Fiscal Year beginning 8/1/1997

<TABLE>
<CAPTION>
                                  Year 1      Year 2      Year 3      Year 4      Year 5      Year 6      Year 7      Year 8 
For the Years Ending            Jul-1998    Jul-1999    Jul-2000    Jul-2001    Jul-2002    Jul-2003    Jul-2004    Jul-2005 
                               ---------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
<S>                            <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>       
POTENTIAL GROSS REVENUE                                                                                                      
Base Rental Revenue            $ 514,025   $ 523,294   $ 535,035   $ 535,606   $ 542,673   $ 547,432   $ 556,054   $ 577,767 
Absorption & Turnover
 Vacancy                          (4,725)    (11,485)     (1,300)                 (6,198)     (3,760)     (5,864)     (7,260)
                               ---------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
Scheduled Base Rental
 Revenue                         509,300     511,809     533,735     535,606     536,475     543,672     550,190     570,507 
Expense Reimbursement
 Revenue
Management Fee:                    4,632       4,781       4,924       5,044       4,895       5,072       5,212       5,419 
Real Estate Taxes:                52,451      53,179      56,141      58,362      60,125      62,772      64,993      67,476 
Property Insurance:                9,351       9,480      10,007      10,408      10,723      11,195      11,586      12,030 
CAM - Common Area
 Maintenance                      15,585      15,805     16,6841       7,344      17,867      18,655      19,315      20,052 
Administration:                      624         629         670         692         716         744         774         798 
Reserves:                            515         259          86
                               ---------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
Total Reimbursement
 Revenue                          83,158      84,133      88,512      91,850      94,326      98,438     101,880     105,775 
                               ---------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
TOTAL POTENTIAL GROSS
 REVENUE                         592,458     595,942     622,247     627,456     630,801     642,110     652,070     676,282 
General Vacancy                   (1,997)     (4,793)     (5,762)     (7,132)     (1,237)     (4,011)   (6,5230)      (8,190)
                               ---------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
EFFECTIVE GROSS REVENUE          590,461     591,149     616,485     620,324     629,528     638,099     645,547     668,092 
                               ---------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
OPERATING EXPENSES
Management Fee:                   23,618      23,646      24,659      24,813      25,181      25,524      25,822      26,724 
Real Estate Taxes:                52,876      54,462      56,096      58,340      60,674      63,101      65,625      68,250 
Property Insurance:                9,429       9,712      10,003      10,403      10,819      11,252      11,702      12,170 
CAM - Common Area
 Maintenance:                     15,715      16,186      16,672      17,339      18,032      18,753      19,504      20,284 
Administration:                      629         647         667         694         721         750         780         811 
Reserves:                          6,286       6,474       6,669       6,935       7,213       7,501       7,801       8,114 
                               ---------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
TOTAL OPERATING EXPENSES         108,553     111,127     114,766     118,524     122,640     126,881     131,234     136,353 
                               ---------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
NET OPERATING INCOME             481,908     480,022     501,719     501,800     506,888     511,218     514,313     531,739 
                               ---------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
LEASING & CAPITAL COSTS
Tenant Improvements                4,500      13,132       6,631                  10,326       6,268      11,480       5,808 
Leasing Commissions                3,564      10,232      11,561                   8,178       4,962       9,174      11,980 
                               ---------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
TOTAL LEASING & CAPITAL COSTS      8,064      23,364      18,192                  18,504      11,228      20,654      17,788 
                               ---------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
CASH FLOW BEFORE DEBT
 SERVICE & INCOME TAX          $ 473,844   $ 456,658   $ 483,527   $ 501,800   $ 488,384   $ 499,990   $ 493,659   $ 513,951 
                               =========   =========   =========   =========   =========   =========   =========   ========= 
</TABLE>


                                   Year 9     Year 10     Year 11
For the Years Ending             Jul-2006    Jul-2007    Jul-2008
                                ---------   ---------   ---------
POTENTIAL GROSS REVENUE                                  
Base Rental Revenue             $ 586,710   $ 593,317   $ 600,193
Absorption & Turnover
 Vacancy                           (7,248)     (4,398)     (1,779)
                                ---------   ---------   ---------
Scheduled Base Rental
 Revenue                          579,462     588,919     598,414
Expense Reimbursement
 Revenue
Management Fee:                     5,347       5,553       5,727
Real Estate Taxes:                 70,334      73,436      76,656
Property Insurance:                12,542      13,092      13,666
CAM - Common Area
 Maintenance                       20,904      21,824      22,784
Administration:                       838         875         909
Reserves:                      
                                ---------   ---------   ---------
Total Reimbursement
 Revenue                          109,965     114,780     119,742
                                ---------   ---------   ---------
TOTAL POTENTIAL GROSS
 REVENUE                          689,427     703,699     718,156
General Vacancy                    (1,377)     (4,630)     (7,666)
                                ---------   ---------   ---------
EFFECTIVE GROSS REVENUE           688,050     699,069     710,490
                                ---------   ---------   ---------
OPERATING EXPENSES
Management Fee:                    27,522      27,983      28,420
Real Estate Taxes:                 70,980      73,819      76,771
Property Insurance:                12,657      13,163      13,690
CAM - Common Area
 Maintenance:                      21,095      21,939      22,816
Administration:                       844         876         913
Reserves:                           8,438       8,776       9,127
                                ---------   ---------   ---------
TOTAL OPERATING EXPENSES          141,536     146,538     151,737
                                ---------   ---------   ---------
NET OPERATING INCOME              546,514     552,531     558,753
                                ---------   ---------   ---------
LEASING & CAPITAL COSTS
Tenant Improvements                12,084       2,618       7,441
Leasing Commissions                 9,570       2,073       6,229
                                ---------   ---------   ---------
TOTAL LEASING & CAPITAL COSTS      21,654       4,694      13,670
                                ---------   ---------   ---------
CASH FLOW BEFORE DEBT
 SERVICE & INCOME TAX           $ 524,860   $ 547,840   $ 545,083
                                =========   =========   =========


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                                          Discounted Cash Flow Reversion Summary
- --------------------------------------------------------------------------------

Software       :ARGUS         Ver. 7.0    .0.1
File           :Long_Bch
Property Type  :Retail
Portfolio      :Merrill Lynch Mortgage Capital

                         Delchamps Plaza Shopping Cente
                            200 West Railroad Street
                          Long Beach, Mississippi 39560
                           PROSPECTIVE PROPERTY RESALE

<TABLE>
<CAPTION>
                                  Year 1      Year 2      Year 3      Year 4      Year 5      Year 6      Year 7      Year 8 
For the Years Ending            Jul-1998    Jul-1999    Jul-2000    Jul-2001    Jul-2002    Jul-2003    Jul-2004    Jul-2005 
                               ---------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
<S>                            <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>       
RESALE AMOUNT
 Gross Proceeds                                      
 Commissions & Other Costs
                               ---------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
NET PROCEEDS FROM SALE    
                               =========   =========   =========   =========   =========   =========   =========   ========= 
</TABLE>


                                   Year 9     Year 10  
For the Years Ending             Jul-2006    Jul-2007  
                                ---------   ---------  
RESALE AMOUNT
 Gross Proceeds                            $5,321,457
 Commissions & Other Costs                   (212,858) 
                                ---------  ----------  
NET PROCEEDS FROM SALE                     $5,108,599
                                =========  ==========  


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                                              Discounted Cash Flow Value Summary
- --------------------------------------------------------------------------------

Software       : ARGUS Ver. 7.0.0.1
File           : Long_Bch
Properly Type  : Retail
Portfolio      : Merrill Lynch Mortgage Capital

                         Delchamps Plaza Shopping Cente
                            200 West Railroad Street
                          Long Beach, Mississippi 39560
                            PROSPECTIVE PRESENT VALUE
               Cash Flow Before Debt Service plus Property Resale
   Discounted Annually (End-point on Cash Flow & Resale) over a 10-Year Period

<TABLE>
<CAPTION>
 For the          Discounted      Discounted Resale         Total        Total        Cash Flow        Resale
Discount          Cash Flow          @ 10.50% Cap        Discounted      Value      Contribution    Contribution
  Rates          Before Debt         Before Debt            Value       per SqFt     Before Debt     Before Debt
  -----          -----------         -----------            -----       --------     -----------     -----------
<S>              <C>                 <C>                 <C>             <C>           <C>              <C>   
  11.50%         $22,836,421         $1,720,096          $4,556,519      $72.49        62.25%           37.75%
</TABLE>


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                                                INCOME CAPITALIZATION APPROACH -
                                                                  RECONCILIATION
================================================================================

Introduction

      The direct capitalization and discounted cash flow analysis are the two
most frequently utilized methods in appraisal practice. The Direct
Capitalization Method represents the more traditional method and the Discounted
Cash Flow Analysis Method is the more current for investment grade property.

Direct Capitalization     $4,870,000

      The Direct Capitalization Method utilized stabilized gross income based on
existing lease income (if any) and vacant lease space at market rates.
Appropriate deductions from the gross income, including vacancy & credit loss
and expenses, were analyzed and supported from available data. The resulting net
operating income was capitalized based on an overall rate derived from
comparable sales presented in the Sales Comparison Approach.

Discounted Cash Flow     $4,557,000

      The Discounted Cash Flow model takes into account the actual cash flows
that will result from the current leases (if any) as well as the future income
to the property based on current and expected future market rental rates. The
analysis also recognizes current investor perceptions of future appreciation
rates and economic factors as well as current investors' required rates of
return on invested capital. This technique is particularly useful in valuing
investment grade, multi-tenant, and/or properties with below stabilized
occupancies. The discounted cash flow analysis is less reliable for
owner-occupied properties and small income properties which are typically
purchased by less sophisticated buyers.

Reconciliation

Value Estimate Summary by Method:
         Direct Capitalization:                                $4,870,000
         Discounted Cash Flow Analysis:                        $4,557,000
           Variance:                                                6.87%

      The two methods utilized indicated a relatively narrow value range and are
generally supportive of each other. The subject's investment grade quality is
good with the most probable buyer being a sophisticated regional or national
investor. Recent investor trends reflect a tendancy of investors to focus on the
direct capitalization approach while utilizing the discounted cash flow for
additional support. In addition, a sufficient number of recent sales of similar
properties is available to derive an overall capitalization rate. Thus, most
consideration is given the direct capitalization approach.

      Therefore, the estimated value of the subject property by the income
capitalization approach, as of August 19, 1997, as follows:

Value Indicated by the Income Capitalization Approach    $4,800,000

      Implied OAR:    10.15%


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                                         CORRELATION AND FINAL ESTIMATE OF VALUE
================================================================================

Introduction:

      The three indications utilized in the appraisal of the subject property
falls within an acceptable range. In the final analysis, the strengths and
weaknesses of each approach must be considered and most weight must be given to
the approach or approaches with the greatest quantity and quality of supporting
data. Since market value is being sought, all three approaches rely heavily upon
supporting data from the marketplace.

Cost Approach:                      $4,830,000

General Description:                The cost approach is most applicable when a
                                    property is new or proposed and represents
                                    the highest and best use of the site. Land
                                    values are documented in the marketplace and
                                    cost estimates are readily supported. The
                                    inherent weakness of this approach is that
                                    it gives no consideration to the
                                    income-producing capability of a property.

Analysis:                           Given the age of the subject property,
                                    estimation of remaining economic life is
                                    difficult.

Weighted Consideration:             Limited

Sales Comparison Approach:          $4,850,000

General Description:                The sales comparison approach is utilized in
                                    the valuation of the subject. The appraisal
                                    utilizes the best available and verifiable
                                    neighborhood shopping center property sales
                                    located in the southeastern region of the
                                    country. This approach utilized two methods
                                    to estimate a value range for the subject -
                                    1) sales price per square foot and 2) the
                                    gross income multiplier (GIM). The adjusted
                                    selling price per square foot of building
                                    area and GIM of each comparable is utilized
                                    in comparison to the subject property. After
                                    appropriate adjustments, these sales were
                                    generally similar to the subject in quality,
                                    design, location and age.

Analysis:                           A sufficient quantity and quality of
                                    comparable sales was available to compare to
                                    the subject. Since the subject's most
                                    probable buyer is a regional operator, this
                                    approach is considered most reflective of a
                                    regional or nationally owned neighborhood
                                    shopping centers.

Weighted Consideration:             Significant


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                                Correlation and Final Estimate of Value, Cont'd.
- --------------------------------------------------------------------------------

Income Capitalization Approach:     $4,800,000

General Description:                The income capitalization approach involved
                                    the analysis of the existing rent as
                                    compared with market rent for the subject
                                    space. Additionally, a stabilized operating
                                    statement was developed. The net operating
                                    income was capitalized by the appropriate
                                    capitalization rate which was derived by
                                    sales comparison.

Analysis:                           A sufficient quantity and quality of
                                    comparable rental and sale data was
                                    available to compare to the subject. Since
                                    the subject's most probable buyer is a
                                    regional or national operator, this approach
                                    is considered most reflective of a regional
                                    or nationally owned neighborhood shopping
                                    centers this is considered a reasonable
                                    method of estimating value.

Weighted Consideration:             Significant

Summary of Value Indications

          Cost Approach                                         $4,830,000
          Sales Comparison approach                             $4,850,000
          Income Capitalization Approach                        $4,800,000

Final Conclusions of Value

      In view of the previous analyses, the most weight has been placed on the
sales comparison approach, specifically the adjusted sales price per square foot
method, and income capitalization approach. The cost approach value indication
is supportive of the other two approaches. Thus, the market value of the subject
property, contingent to the Assumptions and Limiting Conditions presented
herein, as of August 19, 1997, is estimated to be:

                   Four Million Eight Hundred Thousand Dollars
                                  ($4,800,000)

Marketing Period

Analysis:                           The appraisers are required to clearly state
                                    the estimated marketing period required for
                                    the sale of the subject property. As
                                    discussed in the Highest and Best Use
                                    Analysis, the subject property is generally
                                    well suited as a neighborhood shopping
                                    center property. The property is located in
                                    a developed retail area with average income
                                    demographics for Harrison County surrounding
                                    the commercial neighborhood. Occupancies in
                                    the area 


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                                Correlation and Final Estimate of Value, Cont'd.
- --------------------------------------------------------------------------------

                                    are in excess of 95%. As evidenced in the
                                    sales comparison approach, several
                                    transactions have occurred within the past
                                    12 months indicating buyer interest in the
                                    subject property type.

Conclusion:                         Based on discussions with local brokers and
                                    other market evidence, it is the appraisers'
                                    opinion that an approximate 12 month period
                                    of time would be required to sell the
                                    property, if subjected to a typical
                                    marketing program and if the property were
                                    listed at a price based on the conclusion of
                                    value presented above.


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                                                          CERTIFICATION OF VALUE
- --------------------------------------------------------------------------------

We certify that, to the best of our knowledge and belief,...

1.    The statements of fact contained in this report are true and correct.

2.    The reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions, and are our personal,
      unbiased professional analyses, opinions, and conclusions.

3.    We have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved.

4.    Our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of subsequent event.

5.    Our analyses, opinions, and conclusions were developed, and this report
      has been prepared, in conformity with the Uniform Standards of
      Professional Appraisal Practice published by the Appraisal Foundation and
      the Standards of Professional Practice of the Appraisal Institute.

6.    The use of this report is subject to the requirements of the Appraisal
      Institute relating to review by its duly authorized representatives.

7.    As of the appraisal date, James E. Lamb, MAI, has completed the
      requirements of the continuing education program of the Appraisal
      Institute.

8.    Craig A. Johnson made a personal inspection of the property that is the
      subject of this report. James E. Lamb, MAI did not inspect the subject
      property.

9.    No one provided significant professional assistance to the person(s)
      signing this report.

10.   This appraisal assignment was not based on a requested minimum valuation,
      a specific valuation, or the approval of a loan.

11.   The market value of the leased fee interest in the subject property,
      subject to the Assumptions and Limiting Conditions stated herein, as of
      August 19, 1997 is estimated to be:

                   Four Million Eight Hundred Thousand Dollars
                                  ($4,800,000)


/s/ James E. Lamb                              /s/ Craig A. Johnson

James E. Lamb, MAI                             Craig A. Johnson
Review Appraiser                               Associate Appraiser
State Certified General                        State Certified General 
  Real Estate Appraiser                          Real Estate Appraiser
Licensee #CG-557 (Tennessee)                   Licensee #TG-431 (Mississippi)


- --------------------------------------------------------------------------------
                                                                        Page 128
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                                                    APPRAISAL OF
                                             THE DELCHAMPS PLAZA SHOPPING CENTER
                                                       ASSUMING A PORTFOLIO SALE
================================================================================


- --------------------------------------------------------------------------------
                                                                        Page 129
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                                                 INTRODUCTION TO
                                           PORTFOLIO SALE MARKET VALUE ESTIMATES
================================================================================

Introduction

      This analysis is presented in a brief format in order that descriptions
and analysis is not replicated from the previous section representing the
appraisal report of the total shopping center. The following analysis relies
heavily on the data and analysis previously presented and must remain a part of
the total shopping center appraisal report to be fully understood by the reader.

      In addition to the appraisal of the subject previous market value
estimate, the client has requested a value estimate assuming the subject
property is part of a defined portfolio sale of 18 retail properties included in
the client's loan package. Since all 18 properties are in the client's loan
package, the portfolio valuation assumption requested is reasonable,
particularly in assisting the client in the underwriting process. A summary of
the 18 properties is provided as an exhibit to this report section.

      The reader should note that Huber & Lamb has only completed appraisals on
seven of the properties, which include the following:

      1.   Brownsville Plaza
      2.   Hollywood Video, Paducah, KY
      3.   Delchamps Plaza
      4.   Chicot Crossing
      5.   One Main Place
      6.   Eckerds, Franklin, TN
      7.   Hollywood Video/Jiffy Lube, Franklin, TN
         
      The appraiser has been provided the rentrolls for the remaining 11
properties. Since the appraiser has not appraised or inspected the remaining 11
properties, it must be assumed that these 11 properties are at least the same
general quality of investment as the six properties appraised by Huber & Lamb.
We have had discussions with the appraiser of the remaining 11 properties, which
tends to support this assumption.

      The only reliable technique and approach to value is considered to be the
direct capitalization approach of the income capitalization approach to value.
This is the only approach that can adequately address the financial issues
involved in the specialized value requested.

Factors Effecting Portfolio Valuations

      The appraisers have had numerous conversations with institutional lenders,
brokers and retail investors to determine if a portfolio purchase could have an
effect on individual property overall rates as compared to the individual,
non-portfolio sales of similar properties. The question presented to each was
"Does a portfolio purchase have an effect on the overall rate as compared to
individual property transactions?" The surveyed individuals included the
following:


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                                                                        Page 130
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                            Portfolio Sale Market Value Estimate
- --------------------------------------------------------------------------------

Institutional Lenders:              Prudential Insurance, Vice President of
                                    Comptrollers and Valuation, Newark, NJ
                                    office

                                    New York Life, Regional Appraiser -
                                    Southeast Region

Broker:                             Cushman & Wakefield, Atlanta - broker
                                    specializing in shopping center sales and
                                    portfolio transactions

Investor:                           Highwoods REIT, Vice President - primarily
                                    office and industrial investor in the
                                    southeast region of the US

                                    Itochu International, New York Office Vice
                                    President - Japanese investor representative
                                    and consultant with significant background
                                    in portfolio investments and consultations

      The following summary of general factors effecting portfolio valuations
represent the general consensus of the people surveyed.

      1.    Geographic Dispersion

            Portfolios with properties in the same geographical region are
            preferred. However, for retail portfolios, dispersion in various
            locations within the region is preferred to spread out the potential
            risks of swings in local economies and retail markets.

      2.    Quality of Properties in the Portfolio

            The people surveyed indicated this factor can have a significant
            effect on the portfolio valuation. If all properties are low
            quality, riskier properties, the portfolio overall rates could very
            well be higher than the overall rate for individual property sales.
            However, if the quality of properties is good (i.e., well anchored
            centers with 10+ year remaining terms, age, location within their
            markets), the portfolio overall rate will be positively effected as
            compared to the overall rate for individual property sales.

      3.    Total Dollar of Portfolio Investment

            Assuming favorable geographic dispersion and quality of properties,
            the total dollar amount of the portfolio investment must be large
            enough to attract investors that would be willing to pay a premium
            for overall investment. Those surveyed respondents that indicated a
            dollar amount indicated the total portfolio investment would
            probably have to exceed $25 million.

      All of the respondents generally indicated that their opinions are based
on the current market conditions. One gave the example that the same scenario
approximately five years ago, during a real estate recession, would probably
yield a discount on value (i.e., a higher overall rate). However, current and
recent market conditions over the past two years have been very strong.


- --------------------------------------------------------------------------------
                                                                        Page 131
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                            Portfolio Sale Market Value Estimate
- --------------------------------------------------------------------------------

      Subject Portfolio Conclusion: The general portfolio was described to each
person surveyed including type of shopping center, general locations, percentage
of anchor, remaining term of anchors and potential minimum of total dollar
investment for the 18 property portfolio. All of the persons surveyed indicated
that based on the information provided, the subject portfolio appears to be a
good quality investment portfolio based on the primary criteria previously
described.

Surveyed Respondents Indication of Portfolio Effect on the OAR

      The respondents all tended to agree that, based upon the description of
the subject portfolio, the overall rate of a portfolio purchase should have a
positive effect as compared to the individual property overall rates. The
institutional lender respondents tended to be more vague in their responses. The
two respondents that appeared to have the most experience in this matter and
provided more detailed responses were the Cushman & Wakefield broker and the
Itochu investor/consultant. The most active portfolio buyers are currently Real
Estate Investment Trusts (REITs); however, other national investor types such as
pension funds, life companies and foreign investors are also active in portfolio
purchases. The following summarizes their individual assessments.

Cushman & Wakefield Broker:         The broker discussed potential effects on
                                    the overall rate in a broad and somewhat
                                    vague ranges. He indicated this was
                                    intentional because so many factors must be
                                    considered. One important factor is the
                                    motivation of the buyer.

                                    The broker indicated very generally that a
                                    portfolio purchase can definitely have a 25
                                    basis point positive effect (i.e.,
                                    reduction) on overall rates. If the
                                    portfolio ranks well in the quality of
                                    properties category previously discussed, it
                                    is the brokers opinion that the reduction in
                                    overall rate range is 50 basis points to
                                    about 100 basis points.

Itochu Investor/Consultant:         A true portfolio analysis truly consolidates
                                    the cash flows of all properties in the
                                    portfolio into one cash flow analysis. The
                                    consolidated cash flow analysis should
                                    probably yield an annual cash flow
                                    appreciation of 2% to 4%. This will
                                    accommodate the analysis of a true internal
                                    rate of return for the overall portfolio in
                                    total.

                                    The investor would be looking for a true
                                    internal rate of return of approximately 20%
                                    to 25%. Based on the description of the
                                    subject portfolio, a 20% internal rate of
                                    return would be the most probable targeted
                                    rate. The analysis would be based upon a
                                    hypothetical "loan" at an interest rate
                                    reflective of alternative cost of funds.
                                    This could be either 130+/- basis points
                                    above 10 year treasuries or 175+/- basis
                                    points above LIBOR.


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                                                                        Page 132
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                            Portfolio Sale Market Value Estimate
- --------------------------------------------------------------------------------

                                    Based on the respondents experience, this
                                    will probably have an approximate 50+/- to
                                    100+/- basis point reduction in the overall
                                    rate as compared to individual property
                                    overall rates.

                                    Since the appraisers did not appraise all 18
                                    properties in the subject portfolio, we have
                                    applied these criteria to the individual
                                    subject property cash flow. The implied
                                    alternative cost of funds, or hypothetical
                                    interest rate range equates to 7% to 7.5%
                                    and the hypothetical loan was derived based
                                    upon a 1.15 debt coverage ratio. This
                                    discounted cash flow analysis values under
                                    these two scenarios ranged from 8.91% to
                                    9.24%. This compares to the original
                                    individual property sale valuation overall
                                    rate of 10.00%. Thus, a 100 basis point
                                    reduction appears to be justified.

Conclusion

      Obviously, it is difficult to utilize matched pairs comparison to
determine the effect of portfolio investments on the overall rate because it can
be highly subjective what the overall rate should have been assuming properties
sold on an individual basis. Therefore, the appraiser had to rely on the
opinions of real estate professionals experienced in this type of transaction.
All persons surveyed suggested that a portfolio similar in quality to the
subject portfolio should generate a lower overall rate than the overall rate
assuming the properties sold individually. The two most reliable sources tended
to suggest ranges of a 50+ to 100+/- basis point lower overall rate on a
portfolio sale. Only one source provided a solid mathematical calculation to
estimate the overall rate range. Based on the previous analysis, the most
probable effect on the subject's overall rate is a 100 basis point reduction of
the original individual property sale valuation overall rate of 10.00%, or
9.00%.

      The Stabilized Operating Statement net operating income utilized in the
following calculation is the same as the original net operating income presented
earlier in this report.


- --------------------------------------------------------------------------------
                                                                        Page 133
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                            Portfolio Sale Market Value Estimate
- --------------------------------------------------------------------------------

                             Estimated Subject Value
                            Assuming a Portfolio Sale

              =================================================
                  NOI       /      OAR     =     Value Estimate
              -------------------------------------------------
               $487,168     /     9.00%    =       $5,412,977
              -------------------------------------------------
              
              -------------------------------------------------
              Portfolio Sale Value Estimate        $5,410,000
              =================================================
              
Final Conclusions of Assumed Portfolio Sale Value

      In view of the previous analyses, the market value of the subject
property, contingent to the Assumptions and Limiting Conditions presented
herein, and particularly assuming the subject is part of a sale of the defined
portfolio of properties, as of August 19, 1997, is estimated to be $5,410,000.

      Special Limiting Condition: The reader is reminded that the a true
portfolio valuation typically derives a value estimate based on the combined
cash flows of all properties within the portfolio. The total value estimate is
sometimes allocated to individual properties within the portfolio and sometimes
not allocated. As a result, portfolio valuation can have varying effects on
individual property values within the portfolio to a minor degree in a positive
or negative direction. The estimated subject portfolio sale value represents the
most probable overall effect on the subject property value, within reasonable
parameters, and in conjunction with the overall portfolio, given the information
available and stated herein.


- --------------------------------------------------------------------------------
                                                                        Page 134
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                            Portfolio Sale Market Value Estimate
- --------------------------------------------------------------------------------

NOM Shopping Center Portfolio Summary

<TABLE>
<CAPTION>
                                                                                                                      Years 
Name                     Location        Size (GLA)    Anchor             Anchor Size (GLA)  % Anchor    Expiration  Remaining 
- ----                     --------        ----------    ------             -----------------  --------    ----------  ---------
<S>                      <C>                 <C>       <C>                          <C>         <C>         <C>         <C>    <C>
Brownsville Place        Brownsville, TN     76,762    Wal-Mart                      54,962      71.6%      4/17/10     13     54962
                                                                                                                               
Greenbrier Station       Anniston, AL        62,540    Winn Dixie                    44,900      71.8%      1/28/17     20     
                                                       Revco Drugs                    9,240      14.8%      1/31/12     15     
                                                                                      -----      ----                          
                                                       Total Anchor                  54,140      86.6%                         54140
                                                                                                                               
59 West                  Bessemer, AL        95,591    Winn Dixie                    44,090      46.1%     07/31/16            
                                                       Drugs For Less                18,000      18.8%      8/31/11            
                                                                                     ------      ----
                                                       Total Anchor                  62,090      65.0%                         62090
                                                                                                                               
Clanton Marketplace      Clanton, AL         57,150    Winn Dixie                    35,000      61.2%      3/10/13     16     
                                                       Harco Drugs                    8,450      14.8%      3/20/06      9     
                                                                                      -----      ----
                                                       Total Anchor                  43,450      76.0%                         43450
                                                                                                                               
Betts Crossing           Opelika, AL         58,400    Winn Dixie                    44,000      75.3%      12/1/16     19     44000
                                                                                                                               
Opp Marketplace          Opp, AL             25,350    B.C. Moore                    16,900      66.7%       8/2/06      9     
                                                       Harco                          8,450      33.3%     11/15/08     11     
                                                                                      -----      ----
                                                       Total Anchor                  25,350     100.0%                         25350
                                                                                                                               
Russell Crossing         Phenix City, GA     72,312    Winn Dixie                    45,500      62.9%      12/7/08     11     
                                                       Big B Drugs                    9,000      12.4%     11/28/03      6     
                                                                                      -----      ----
                                                                                     54,500      75.4%                         54500
                                                                                                                               
Parker Shopping Center   Pensacola, FL       68,680    Winn Dixie                    44,000      64.1%      6/25/17     20     
                                                       Scotty's                      19,880      28.9%      2/28/06      9     
                                                                                     ------      ----
                                                                                     63,880      93.0%                         63880
                                                                                                                               
The Y                    Panama City.        64,848    Winn Dixie                    46,422      71.6%     11/30/14     17     
                                                       Eckerd Drugs                  10,354      16.0%      7/28/09     12     
                                                                                     ------      ----
                                                                                     56,776      87.6%                         56776
                                                                                                                               
29 North                 Pensacola           58,040    Winn Dixie                    44,000      75.8%     11/30/17     20     
                                                       Big B                          9,240      15.9%     11/30/12     15     
                                                                                      -----      ----
                                                                                     53,240      91.7%                         53240
                                                                                                                               
Nine Mile Plaza          Pensacola          191,787    Winn Dixie                    46,372      24.2%     08/29/06      9     
                                                       Eckerds                        8,640       4.5%     09/30/05      8     
                                                       TJX                           78,000      40.7%     10/31/12     15     
                                                                                     ------      ----
                                                                                    133,012      69.4%                        133012
                                                                                                                               
Hollywood Video          Paducah, KY          7,488    Hollywood Video                7,488     100.0%     09/26/12     15     
                                                                                                                               
Mandeville Marketplace   Mandeville, LA      77,785    Winn Dixie                    53,986      69.4%      9/30/16     19     
                                                       FNBC                          10,500      13.5%      9/11/03      6     
                                                                                     ------      ----
                                                                                     64,486      82.9%                         64486
                                                                                                                               
Delchamps Plaza          Long Beach, MS      62,859    Delchamps                     35,059      55.8%      7/31/09     12     
                                                       Big B Drugs                    9,000      14.3%      7/31/99      2     
                                                                                      -----      ----
                                                                                     44,059      70.1%                         44059
                                                                                                                               
Chicot Crossing          Pascagoula, MS     122,360    Winn Dixie                    47,300      38.7%      3/24/16     19     
                                                       Harco                         10,125       8.3%      1/31/11     14     
                                                       Goody's                       27,435      22.4%      3/31/06      9     
                                                                                     ------      ----
                                                                                     84,860      69.4%                         84860
                                                                                                                               
One Main Place           Pascagoula, MS      68,566    Brunos (Food World)           47,802      69.7%      4/30/13     16     
                                                       Big B/Revco                   10,064      14.7%      8/31/05      8     
                                                                                     ------      ----
                                                                                     57,866      84.4%                         57866
                                                                                                                               
Hollywood Video/Jiffy Lu Franklin, TN         9,305    Hollywood Video                7,488      80.5%      8/31/12     15     
                                                       Jiffy Lube                     1,817      19.5%      8/31/05     20     
                                                                                      -----     -----
                                                                                      9,305     100.0%                          9305
                                                                                                                               
Eckerd                   Franklin, TN        10,908    Eckerd                        10,908     100.0%     11/30/17     20     10908
                                             ------                                  ------     -----
                                                       
Total Portfolio GLA                       1,190,731                                 916,884      77.0%                  13   916,884
                                                    
No. of Properties                                18
</TABLE>

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                                                                        Page 135
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                         CERTIFICATION OF VALUE - PORTFOLIO SALE
================================================================================

We certify that, to the best of our knowledge and belief,...

1.    The statements of fact contained in this report are true and correct.

2.    The reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions, and are our personal,
      unbiased professional analyses, opinions, and conclusions.

3.    We have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved.

4.    Our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of subsequent event.

5.    Our analyses, opinions, and conclusions were developed, and this report
      has been prepared, in conformity with the Uniform Standards of
      Professional Appraisal Practice published by the Appraisal Foundation and
      the Standards of Professional Practice of the Appraisal Institute.

6.    The use of this report is subject to the requirements of the Appraisal
      Institute relating to review by its duly authorized representatives.

7.    As of the appraisal date, James E. Lamb, MAI, has completed the
      requirements of the continuing education program of the Appraisal
      Institute.

8.    Craig A. Johnson made a personal inspection of the property that is the
      subject of this report. James E. Lamb, MAI did not inspect the subject
      property.

9.    No one provided significant professional assistance to the person(s)
      signing this report.

10.   This appraisal assignment was not based on a requested minimum valuation,
      a specific valuation, or the approval of a loan.

11.   Market Value of Shopping Center Assuming Portfolio Sale

      The market value of the leased fee interest in the subject property,
      subject to the Assumptions and Limiting Conditions stated herein,
      particularly assuming the subject is sold as part of the 18 property
      portfolio described in the attached report, as of August 19, 1997 is
      estimated to be:

                 Five Million Four Hundred Ten Thousand Dollars
                                  ($5,410,000)


/s/ James E. Lamb                              /s/ Craig A. Johnson

James E. Lamb, MAI                             Craig A. Johnson
Review Appraiser                               Associate Appraiser
State Certified General                        State Certified General 
  Real Estate Appraiser                          Real Estate Appraiser
Licensee #CG-557 (Tennessee)                   Licensee #TG-431 (Mississippi)


- --------------------------------------------------------------------------------
                                                                        Page 136
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                                       SUMMARY OF QUALIFICATIONS
                                                              JAMES E. LAMB, MAI
================================================================================

Education

Attended the University of North Alabama, Fall 1977 through Spring 1979.
Graduate of the University of Mississippi, BBA Banking and Finance, May, 1981;
MBA Finance, August, 1982.

Professional Affiliations

The Appraisal Institute, The Volunteer State Chapter; MAI Designation -
Certification No. 8254. Continuing education completion status - through
December 31, 1997

The National Association of Realtors, Member; local affiliation - Nashville
Board of Realtors.

State Certifications

State of Tennessee Certified General Real Estate Appraiser - Licensee #CG-557

Accredited Appraisal Courses
  The Appraisal Institute:

     Course    101    Introduction to Appraising Real Property
     Course    1A-1   Real Estate Appraisal Principles
     Course    1A-2   Basic Valuation Procedures
     Course    1B-A   Capitalization Theory and Techniques, Part A
     Course    1B-B   Capitalization Theory and Techniques, Part B
     Course    2-1    Case Studies In Real Estate Valuation
     Course    2-2    Valuation Analysis and Report Writing
     Course           Standard of Professional Practice, Part A
     Course           Standard of Professional Practice, Part B
     Seminar          Hazardous Materials in Real Property
     Seminar          Persuasive Styles in Narrative Report Writing
     Seminar          Advanced Income Capitalization Overview

  Other

     Real Estate Principles
     Real Estate Finance
     Commercial and Investment Real Estate
     Project Seminar

Professional Exchange to Foreign Countries

Participated as a delegate of People to People International's Citizuen
Ambassador Program Real - Estate Delegation to Russia and Lithuania. Discussions
focused on the privatization of real estate in these countries as they converted
real estate ownership from the government to the private sector. Issues specific
to this process included real estate law fundamentals, real estate tax issues,
real estate valuation and attracting foreign real estate investment.


- --------------------------------------------------------------------------------
                                                                        Page 137
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                                       Summary of Qualifications
                                                              James E. Lamb, MAI
- --------------------------------------------------------------------------------

Professional Experience

Appraisal experience includes retail, industrial, office, multi-family,
mixed-use land developments and special-purpose properties. Special-purpose
property assignments include hotels, manufacturing facilities, restaurants,
right-of-ways and retirement facilities. Appraisals have been utilized for
mortgage loans, eminent domain, feasibility analyses, gift and estate tax, and
corporate management decisions.

Expert Witness

Qualified as an expert witness in several real estate court cases. Court
appearances have been in Middle Tennessee, East Tennessee and West Tennessee
federal bankruptcy courts. Also, Mr. Lamb has qualified as an expert in federal
bankruptcy court in Pennsylvania (Philadelphia) and Georgia (Atlanta).

Mr. Lamb has appeared before an Administrative Judge for the State of Tennessee
State Board of Equalization.

Employment History

Currently employed with Huber & Lamb Appraisal Group, Inc., and is a principle
in the company. Mr. Lamb is the principle in charge of the commercial real
estate division of the company and is the managing partner of the firm.

Previously employed as Vice President and primary MAI with Dengel, Lamb & Huber
prior to purchasing the assets and operations of DLH in October 1991.

Previously employed by Crosson Dannis, Inc., a Dallas, Texas appraisal firm from
March 1983 through June 1987 as a staff appraiser.


- --------------------------------------------------------------------------------
                                                                        Page 138
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                                       SUMMARY OF QUALIFICATIONS
                                                                CRAIG A. JOHNSON
================================================================================

Education

Attended Lincoln Land Community College of Springfield, Illinois 1973 through
1975

Professional affiliations

       International Association of Assessing Officers
       Certified Illinois Assessing Officer
       Registered Agent with the Tennessee State Board of Equalization
       Licensed Certified General Appraiser with the Tennessee State
        Board of Real Estate Appraisers
       Institute of Property Taxation

       State of Tennessee Certified General Real Estate Appraiser - 
        Licensee #CG-1200

Appraisal Courses

       International Association of Assessing Officers:
          Fundamentals of Real Property Appraisal
          Income Approach Valuation
          Development and Analysis of Narrative Appraisal Reports
          Assessment Administration
          Valuation of Machinery and Equipment

       Appraisal Institute
          Capitalization Theory and Techniques, Part A
          Industrial Valuation
          Standards of Professional Practice, Part A

       Illinois Property Assessment Institute
          I-A  Rural and Residential Workshop (1978)
          I-A  Rural and Residential Workshop (1980)
          Basic Assessment Practices
          Masters-Cost, Market & Income Approaches to Value
          Assessment Procedures and the Law
          Adventures in Appraising & Real Estate Investment Analysis

Professional Experience

Currently employed with Huber & Lamb Appraisal Group, Inc. as an Associate
Appraiser.

Appraisal experience includes industrial, agricultural, multi-family,
hotel/motel, urban renewal and special properties in 33 states throughout the
nation. Appraisals have been utilized in tax assessment and tax consultation,
loan application, relocation, urban renewal, legal purposes and condemnation.


- --------------------------------------------------------------------------------
                                                                        Page 139
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                              Summary of Qualifications, Cont'd.
                                                                Craig A. Johnson
- --------------------------------------------------------------------------------

Expert Witness

Qualified as an expert witness in several real estate court cases. Court
appearances have been in Middle Tennessee federal bankruptcy court.

Employment History Summary

Hollingsworth Group, Inc., in Nashville, Tennessee as an Executive Vice
President, specializing in running daily operations of appraisal, real and
personal property tax consulting firm.

Property Assessment Advisers, Inc., in Chicago, Illinois as a Tax Consultant,
specializing in personal and real property taxes, appeals, filing returns and
negotiating reductions.

DuCharme, McMillen & Associates, Inc., in Fort Wayne, Indiana as a Senior Staff
Appraiser specializing in commercial and industrial narrative appraisals.

Charles R. Johnson, MAI, in Springfield, Illinois as an Associate Appraiser
specializing in residential and commercial narrative appraisals.

Illinois Department of Revenue, in Springfield Illinois as Staff Appraiser
specializing in commercial and industrial narrative appraisals.

Sangamon County Supervisor of Assessments Office, in Springfield, Illinois
specializing in real estate appraisals.


- --------------------------------------------------------------------------------
                                                                        Page 140
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                              Summary of Qualifications, Cont'd.
                                                                Craig A. Johnson
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED]                         APPRAISER                    
                                                                       
                                          Name: CRAIG ALAN JOHNSON     
                                                                       
                                          Address: 109 WESTPARK DRIVE  
                                                   SUITE 320           
                                                   BRENTWOOD, TN 37027 
                                                                       
                                          Licensing state: TENNESSEE   
                                                                       
                                          License Number: CC-1200      
                                                                       
                                          /s/ Craig A. Johnson         
                                          ----------------------       
                                          Signature of Appraiser       


- --------------------------------------------------------------------------------
                                                                        Page 141
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                                                         ADDENDA
================================================================================

Contents

Exhibit 1 Engagement Letter
Exhibit 2 Subject Legal Metes & Bounds Description
Exhibit 3 Discounted Cash Flow Supporting Schedules
Exhibit 4 Historical & Supporting Operating Statement Data
Exhibit 5 Insurance Valuation
Exhibit 6 Netnews


- --------------------------------------------------------------------------------
                                                                        Page 142
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                                                                       Exhibit 1
                                                               Engagement Letter


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

(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                    [Letterhead of NEWTON OLDACRE MCDONALD]

July 31, 1997

VIA FEDERAL EXPRESS

Mr. Jimmy Lamb
HUBER & LAMB
109 Westpark Drive, Suite 320
Brentwood, TN 37027

Re: New Appraisals

Dear Mr. Lamb,

Per Tom Newton's request, enclosed please find the information you have
requested on the following centers:

       Brownsville Place
       Brownsville, TN

       Chicot Crossing
       Pascagoula, MS

       Delchamps Plaza
       Long Beach, MS

       One Main Place
       Moss Point, MS

Attached to this letter is a listing of the exact items included as well as an
additional Federal Express tube containing drawings. The financial information
will not be available until the first of next week due to our Controller being
on vacation.

If you are in need of any additional information, please fell free to give me a
call.

Sincerely,


/s/ Terry C. Templeton

Terry C. Templeton

TCT:slw

enclosure
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                            NEWTOWN OLDACRE MCDONALD
- ------------------------------------------------------------------------------------------------------------------------------------
                               APPRAISER CHECKLIST
- ------------------------------------------------------------------------------------------------------------------------------------
      CENTER          APPRAISER    NAME & ADDRESS    LEASES   TAX INFO   INCOME/EXPENSE   SURVEY/LEGAL   PLOT PLAN    ENVIRO. ASSESS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>            <C>       <C>         <C>              <C>           <C>          <C>        
Brownsville Place   Huber & Lamb      (check)        (check)                                (check)       (check)        (check)
- ------------------------------------------------------------------------------------------------------------------------------------
Chicot Crossing     Huber & Lamb      (check)        (check)                                  NO          (check)        (check)
- ------------------------------------------------------------------------------------------------------------------------------------
Delchamps Plaza     Huber & Lamb      (check)        (check)                                  NO          (check)      Can't Find
- ------------------------------------------------------------------------------------------------------------------------------------
One Main Place      Huber & Lamb      (check)        (check)                                (check)                      (check)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                                                       Exhibit 2
                                        Subject Legal Metes & Bounds Description
- --------------------------------------------------------------------------------


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

(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

COUNTY OF HARRISON
STATE OF MISSISSIPPI

                                   EXHIBIT "B"
                                Legal Description

All of the Lots in Block 9, LESS & EXCEPT Lots 1, 2, 3 and 4 and the north 10
feet of the 20 foot alley to be vacated lying South of and adjacent to said
Lots, and LESS & EXCEPT Lot 13 and the West 15 feet of Lot 12 and the North 1O
feet of the 20 foot alley to be vacated lying South of and adjacent to said
Lots; all of the Lots in Block 10 including the lot designated as "Hand's
Foundry", LESS & EXCEPT Lots 7 and 8 and the South 10 feet of the 20 foot alley
to be vacated lying North of and adjacent to said Lots; all being in the KOHLER
AND RUSSELL ADDITION to the Town of Long Beach, as per the official map or plat
thereof on file and of record in the Office of the Chancery Clerk of Harrison
County, Mississippi in Plat Book 4 at page 8 (Copy Book 2A, page 134).

A perimeter description containing all of the above described including vacated
Kohler Street and including the vacated alleys not previously mentioned and
having a commencing point at the southwest corner of said block 10; thence run
North 00 degrees 14 minutes West 130.0 feet along the west line of said Block 10
and the east margin of 2nd Avenue to the point of Beginning; thence run from
said Point of Beginning, North 00 degrees 14 minutes West 320.0 feet along the
east margin of 2nd Avenue to the centerline of a 20 foot alley to be vacated;
thence run North 69 degrees 25 minutes East 95.0 feet along the centerline of
said alley thence run North 00 degrees 14 minutes West 130.0 feet along the east
line of the West 15 feet of said Lot 12, Block 9 and the east line of the
property now or formerly of Fred B. O'Rourke and the west line of the property
now or formerly of Fayard (Deed Book 819, page 415) to the southerly margin of
Russell Street; thence run South 20 degrees 38 minutes East and along the outer
wall of an existing block building and the projections thereof a distance of
84.8 feet; thence run North 69 degrees 25 minutes East 147.0 feet; thence run
North 08 degrees 19 minutes West 86.8 feet to the southerly margin of Russell
Street; thence run North 69 degrees 25 minutes East 57.12 feet along the
southerly margin of Russell Street to the northwest corner of Lot 4, Block 9;
thence run South 00 degrees 14 minutes East 130.0 feet along the line common to
Lot 4 and Lot 5, Block 9 to the centerline of a 20 foot alley to be vacated;
thence run North 69 degrees 25 minutes East 202.0 feet along the centerline of
said alley to a point on the westerly margin of londike Road; thence run
Southerly along the westerly margin of londike Road to a point that is South 02
degrees 28 minutes East 157.8 feet from the aforementioned point; thence run
South 00 degrees 14 minutes East 186.9 feet to the beginning of a curve to the
right having a radius of 148.18 feet and a central angle of 69 degrees 39
minutes 18 seconds; thence run Southwesterly along said curve 180.1 feet to a
point on the northerly margin of Railroad Street; thence run South 69 degrees 25
minutes West 455.5 feet along the northerly margin of Railroad Street to the
southeast corner of Lot 8, Block 10; thence run North 00 degrees 14 minutes West
130.0 feet along the line common to Lot 8 and Lot 9, Block 10 to the centerline
of a 20 foot alley to be vacated; thence run South 69 degrees 25 minutes West
130.0 feet along the centerline of said alley to the Point of Beginning.

                                                                         -------
                                                                         INITIAL
                                                                         -------

                                                                         -------
<PAGE>

                                                                       Exhibit 3
                                       Discounted Cash Flow Supporting Schedules
- --------------------------------------------------------------------------------


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

(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

PORTFOLIO : Merrill Lynch Mortgage Capital                              Page : 2

                          Long Beach, Mississippi 39580
                    SCHEDULE OF EXPENSE REIMBURSEMENT REVENUE
    Fiscal Year Reimbursement Operating Expense Adjusted for Actual Occupancy

<TABLE>
<CAPTION>
                                         Year 1         Year 2         Year 3         Year 4         Year 5        Year 6  
For the Years Ending                   Jul-1998       Jul-1999       Jul-2000       Jul-2001       Jul-2002      Jul-2003  
                                       --------       --------       --------       --------       --------      --------  
<S>                                     <C>            <C>            <C>            <C>            <C>           <C>      
REIMBURSEMENT EXPENSES

Management Fee:                         $23,617        $23,645        $24,658        $24,811        $25,180       $25,522  

Real Estate Taxes:                       52,876         54,462         56,096         58,340         60,674        63,101  

Property Insurance:                       9,429          9,712         10,003         10,403         10,819        11,252  

CAM - Common Area Maintenance:           15,715         16,186         16,672         17,339         18,032        18,753  

Administration:                             629            647            667            694            721           750  

Reserves:                                 6,286          6,474          6,669          6,935          7,213         7,501  
                                       --------       --------       --------       --------       --------      --------  
TOTAL REIMBURSEMENT EXPENSES           $108,552       $111,126       $114,765       $118,522       $122,639      $126,879  
                                       ========       ========       ========       ========       ========      ========  


<CAPTION>
                                         Year 7          Year 8          Year 9         Year 10         Year 11
For the Years Ending                   Jul-2004        Jul-2005        Jul-2006        Jul-2007        Jul-2008
                                       --------        --------        --------        --------        --------
<S>                                     <C>             <C>             <C>             <C>             <C>    
REIMBURSEMENT EXPENSES

Management Fee:                         $25,821         $26,722         $27,521         $27,961         $28,418

Real Estate Taxes:                       65,625          68,250          70,980          73,819          76,771

Property Insurance:                      11,702          12,170          12,657          13,163          13,690

CAM - Common Area Maintenance:           19,504          20,284          21,095          21,939          22,816

Administration:                             780             811             844             878             913

Reserves:                                 7,801           8,114           8,438           8,776           9,127
                                       --------        --------        --------        --------        --------
TOTAL REIMBURSEMENT EXPENSES           $131,233        $136,351        $141,535        $146,536        $151,735
                                       ========        ========        ========        ========        ========
</TABLE>

                 Calendar Year Reimbursement Operating Expenses
                      used for Reimbursement Calculations

<TABLE>
<CAPTION>
For the Years Ending                   Dec-1997       Dec-1998       Dec-1999       Dec-2000       Dec-2001      Dec-2002   
                                       --------       --------       --------       --------       --------      --------   
<S>                                     <C>            <C>            <C>            <C>            <C>           <C>       
REIMBURSEMENT EXPENSES

Management Fee:                         $23,601        $23,810        $23,985         24,698        $24,797       $25,486   

Real Estate Taxes:                       51,978         53,537         55,143         57,031         59,312        61,685   

Property Insurance:                       9,269          9,547          9,833         10,170         10,577        11,000   

CAM - Common Area Maintenance:           15,448         15,911         16,389         16,950         17,628        18,333   

Administration:                             618            636            656           6786            705           733   

Reserves:                                 6,179          6,364          6,555          6,780          7,051         7,333   
                                       --------       --------       --------       --------       --------      --------   
TOTAL REIMBURSEMENT EXPENSES           $107,093       $109,805       $112,561       $116,307       $120,070      $125,570   
                                       ========       ========       ========       ========       ========      ========   


<CAPTION>
For the Years Ending                   Dec-2003        Dec-2004        Dec-2005        Dec-2006        Dec-2007
                                       --------        --------        --------        --------        --------
<S>                                     <C>             <C>             <C>             <C>             <C>    
REIMBURSEMENT EXPENSES

Management Fee:                         $25,672         $25,971         $27,087         $27,867         $28,170

Real Estate Taxes:                       64,152          68,718          69,387          72,163          75,049

Property Insurance:                      11,440          11,897          12,373          12,868          13,383

CAM - Common Area Maintenance:           19,066          19,829          20,622          21,447          22,305

Administration:                             763             793             825             858             892

Reserves:                                 7,626           7,931           8,249           8,579           8,922
                                       --------        --------        --------        --------        --------
TOTAL REIMBURSEMENT EXPENSES           $128,719        $133,139        $138,543        $143,782        $148,721
                                       ========        ========        ========        ========        ========
</TABLE>

          Resulting Fiscal Year Property Expense Reimbursement Revenue

<TABLE>
<CAPTION>
                                         Year 1         Year 2         Year 3         Year 4         Year 5        Year 6    
For the Years Ending                   Jul-1998       Jul-1999       Jul-2000       Jul-2001       Jul-2002      Jul-2003    
                                       --------       --------       --------       --------       --------      --------    
<S>                                     <C>            <C>            <C>            <C>            <C>           <C>        
REIMBURSEMENT EXPENSES

Management Fee:                          $4,632         $4,781         $4,924         $5,044         $4,895        $5,072    

Real Estate Taxes:                       52,451         53,179         56,141         58,362         60,125        62,772    

Property Insurance:                       9,351          9,480         10,007         10,408         10,723        11,195    

CAM - Common Area Maintenance:           15,585         15,805         16,684         17,344         17,867        18,655    

Administration:                             624            629            670            692            716           744    

Reserves:                                   515            259             86
                                       --------       --------       --------       --------       --------      --------    
TOTAL EXPENSE REIMBURSEMENT             $83,158        $84,133        $88,512        $91,850        $94,326       $98,438    
                                       ========       ========       ========       ========       ========      ========    


<CAPTION>
                                         Year 7          Year 8          Year 9         Year 10         Year 11
For the Years Ending                   Jul-2004        Jul-2005        Jul-2006        Jul-2007        Jul-2008
                                       --------        --------        --------        --------        --------
<S>                                     <C>             <C>             <C>             <C>             <C>    
REIMBURSEMENT EXPENSES

Management Fee:                          $5,212          $5,419          $5,347          $5,553          $5,727

Real Estate Taxes:                       64,993          67,476          70,334          73,436          76,656

Property Insurance:                      11,586          12,030          12,542          13,092          13,666

CAM - Common Area Maintenance:           19,315          20,052          20,904          21,824          22,784

Administration:                             774             798             838             875             909

Reserves:                              
                                       --------        --------        --------        --------        --------
TOTAL EXPENSE REIMBURSEMENT            $101,880        $105,775        $109,965        $114,780        $119,742
                                       ========        ========        ========        ========        ========
</TABLE>

     Percentage of Reimbursement Expenses Collected as Expense Reimbursement

<TABLE>
<CAPTION>
                                         Year 1         Year 2         Year 3         Year 4         Year 5        Year 6   
For the Years Ending                   Jul-1998       Jul-1999       Jul-2000       Jul-2001       Jul-2002      Jul-2003   
                                       --------       --------       --------       --------       --------      --------   
<S>                                     <C>            <C>            <C>            <C>            <C>           <C>       
REIMBURSEMENT EXPENSES

Management Fee:                          19.61%         20.22%         19.97%         20.33%         19.44%        19.87%   

Real Estate Taxes:                       99.20%         97.64%        100.08%        100.04%         99.10%        99.48%   

Property Insurance:                      99.17%         97.61%        100.04%        100.05%         99.11%        99.49%   

CAM - Common Area Maintenance:           99.17%         97.65%        100.07%        100.03%         99.08%        99.48%   

Administration:                          99.21%         97.22%        100.45%         99.71%         99.31%        99.20%   

Reserves:                                 8.19%          4.00%          1.29%
                                       --------       --------       --------       --------       --------      --------   
TOTAL EXPENSE REIMBURSEMENT              76.61%         75.71%         77.12%         77.50%         76.91%        77.58%   
                                       ========       ========       ========       ========       ========      ========   


<CAPTION>
                                        Year 7          Year 8          Year 9         Year 10         Year 11
For the Years Ending                  Jul-2004        Jul-2005        Jul-2006        Jul-2007        Jul-2008
                                      --------        --------        --------        --------        --------
<S>                                    <C>             <C>             <C>             <C>             <C>    
REIMBURSEMENT EXPENSES

Management Fee:                         20.19%          20.28%          19.43%          19.86%          20.15%

Real Estate Taxes:                      99.04%          98%87%          99.09%          99.48%          99.85%

Property Insurance:                     99.01%          98.85%          99.09%          99.46%          99.82%

CAM - Common Area Maintenance:          99.03%          98.86%          99.09%          99.48%          99.86%

Administration:                         99.23%          98.40%          99.29%          99.66%          99.56%

Reserves:                             
                                      --------        --------        --------        --------        --------
TOTAL EXPENSE REIMBURSEMENT             77.63%          77.58%          77.69%         78.33.%          78.92%
                                      ========        ========        ========        ========        ========
</TABLE>
<PAGE>

PORTFOLIO : Merrill Lynch Mortgage Capital                              Page : 5

                          Long Beach, Mississippi 39660
                             PROPERTY SUMMARY REPORT

TIMING & INFLATION
Analysis Period:                    August 1, 1997 to July 31, 2007; 10 years
Inflation Method:                   Fiscal
General Inflation Rate:             3.00% for 2 years
                                    4.00% thereafter

PROPERTY SIZE & OCCUPANCY
   Property Size:                   62,859 Square Feet
   Alternate Size:                  1 Square Foot
   Number of rent roll tenants:     11
   Total Occupied Area:             61,659 Square Feet, 98,09% during first
                                    month of analysis
   
SPACE ABSORPTION
   Retail - Vacant Space            2,400 Square Feet, leasing from 8/97 to 9/97
                                    1 lease per mont, 1,200 SqFt per lease
   
GENERAL VACANCY
   Method:                          Percent of Revenue
   Excludes Tenants Group:          Anchors
   Amount:                          5.00%
   
PROPERTY PURCHASE & RESALE
   Purchase Price:                  -
   Resale Method:                   Capitalize Net Operating Income
   Cap Rate:                        10.50%
   Cap Year:                        Year 11
   Commission/Closing Cost:         4.00%
   Net Cash Flow from Sale:         $5,108,599
   
PRESENT VALUE DISCOUNTING
   Discount Method:                 Annually (End-point on Cash Flow & Resale)
   Unleveraged Discount Rate:       11.50%
   Unleveraged Present Value:       $4,556,519 at 11.50%
<PAGE>

PORTFOLIO : Merrill Lynch Mortgage Capital                              Page : 1

                          Long Beach, Mississippi 39660
                                Input Assumptions

PROPERTY DESCRIPTION                                 PROPERTY TIMING            
 Name:             Delchamps Plaza Shopping Centre    ANALYSIS Start Date:  8/97
 Address:          200 West Railroad Street           First Year Ends:      7/98
 City:             Long Beach                         Years of Analysis:    10  
 State:            Mississippi                                                  
 Zip:              39660                                   Area Measures      
 Portfolio:        Merrill Lynch Mortgage Capital     Label             Area 
 Property Type:    Retail                             -----------------------
                                                      Property Size     62859
                                                      Alt. Prop. Size       1
                                                      Net Rentable      61859

GENERAL INFLATION
 Inflation Method:        Fiscal
 Reimbursement Method:    Calendar reimbursement using fiscal inflation

<TABLE>
<CAPTION>
           Year 1          Year 2          Year 3         Year 4          Year 5          Year 6          Year 7         Year 8 
<S>           <C>             <C>             <C>            <C>             <C>             <C>             <C>            <C> 
Rate:           0               3               3              4               4               4               4              4 

OVERALL INFLATION RATES

           Year 1          Year 2          Year 3         Year 4          Year 5          Year 6          Year 7         Year 8 

Rate:                           0               0              0               0               0               0              0  
</TABLE>

           Year 9         Year 10        Year 11         Year 12

Rate:           4               4              4               4

OVERALL INFLATION RATES

           Year 9         Year 10        Year 11         Year 12

Rate:           0               0              0               0


REIMBURSABLE EXPENSES

<TABLE>
<CAPTION>
Name                          Acct Code    Amount        Units       Area              Frequency    % Fixed    Inflation   Ref Acct
- ----                          ---------    ------        -----       ----              ---------    -------    ---------   --------
<S>                           <C>          <C>           <C>         <C>               <C>          <C>        <C>         <C> 
Management Fee:                            4             % of EGR    Property Size     /Year        100

Real Estate Taxes:                         0.84118424    $/Area      Property Size     /Year        100

Property Insurance:                        0.15          $/Area      Property Size     /Year        100

CAM - Common Area Maintenance:             0.25          $/Area      Property Size     /Year        100

Administration:                            0.01          $/Area      Property Size     /Year        100

Reserves:                                  0.1           $/Area      Property Size     /Year        100
</TABLE>

Gross Up for Reimbursement: No

GENERAL VACANCY

 Option:                Percent of Revenue from all Tenants Except:
 Percent Based on Revenue Minus Absorption and Turnover Vacancy: No
 Reduce General Vacancy Result by Absorption & Turnover Vacancy: Yes
 Rate:                  5
 Excluded Tenant Group: Anchors

RENT ROLL

<TABLE>
<CAPTION>
      Tenant Name/                    Lease     Total         Start        Term/         Base/Min          Unit of         Rent   
No.   Description             Suite   Type      Area          Date         Expir         Rent              Measure         Chrg   
- ---   -----------             -----   -----     -----         -----        -----         --------          -------         ----   
<S>   <C>                     <C>               <C>           <C>          <C>           <C>               <C>             <C>    
1     Delchamps               1       Retail    35,059         6/89         7/09           8.58            $/SqFt/Yr              
                                                              
2     Big "B" Drugs           2       Retail     9,000         5/89         6/99            7.5            $/SqFt/Yr              
                                                              
3     Quick Clean Cleaners    3       Retail     1,400         1/97         2/00          10.44            $/SqFt/Yr              
                                                              
4     H & R Block             4       Retail     1,500         3/96         4/99              8            $/SqFt/Yr              
                                                              
5     Healthnut               5       Retail     1,200         8/96         9/97            8.5            $/SqFt/Yr              
                                                              
6     Family Dollar           6       Retail     6,000        11/95        12/98            5.3            $/SqFt/Yr              
                                                

<CAPTION>
      Tenant Name/           Rti       Reimbur-        Rent        Leasing    Market          Upon         Rmwt     More/
No.   Description            Sls       sements         Abatemnt    Cost       Leasing         Expiration   Prob     Notes
- ---   -----------            ---       --------        --------    -------    -------         ----------   ----     -----
<S>   <C>                    <C>       <C>             <C>         <C>        <C>             <C>          <C>      <C>
1     Delchamps                        Triple-net                             Dechamps        Market

2     Big "B" Drugs                    Triple-net                             Big "B" Drugs   Market

3     Quick Clean Cleaners             Absolute-net                           Cleaners        Market

4     H & R Block                      Absolute-net                           Market          Market

5     Healthnut                        Absolute-net                           Market          Market

6     Family Dollar                    Triple-net                             Family Dollar   Market
</TABLE>

                                   (continued on next page)
<PAGE>

PORTFOLIO : Merrill Lynch Mortgage Capital                              Page : 2

                         Long Beach, Mississippi 39560
                               Input Assumptions
                         (continued from previous page)

RENT ROLL

<TABLE>
<CAPTION>
      Tenant Name/                Lease    Total   Start   Term/   Base/Min   Unitof    Rent     Rtl     Reimbur-     Rent      
No.   Description         Suite   Type     Area    Date    Expir   Rent       Measure   Chng     Sls     sements      Abatemnt  
- ---   -----------         -----   -----    -----   -----   -----   --------   -------   ----     ---     --------     --------  
<S>   <C>                 <C>     <C>      <C>     <C>      <C>     <C>       <C>       <C>      <C>     <C>          <C>       
7     On Location Video   7       Retail   1,500   5/93     6/98    8.5       $/SqFt/yr                  Absolute-net           
8     Smokey's            8       Retail   1,200   6/96    10/97    8.5       $/SqFt/yr                  Absolute-net           
9     Curves for Woman    9       Retail   1,200   6/96    11/97    8.5       $/SqFt/yr                  Absolute-net           
10    Consistently                                                                                                              
        Excellen          10      Retail   1,200   8/97     9/01    9.5       $/SqFt/yr                  Absolute-no            
11    Subway              11      Retail   1,200   3/96     4/99   7.95       $/SqFt/yr                  Absolute-no            
</TABLE>


      Tenant Name/        Leasing  Market     Upon          Rnwl    More/
No.   Description         Cost     Leasing    Expiration    Prob    Notes
- ---   -----------         -------  -------    ----------    ----    -----
7     On Location Video   Market    Market
8     Smokey's            Market    Market
9     Curves for Woman    Market    Market
10    Consistently        
        Excellen          Market    Market
11    Subway              Market    Market


SPACE ABSORPTION

<TABLE>
<CAPTION>
     Space                 Lease     Total    Date     Begin     #/Size   Crte  Term/  Base/Min   Unit of    Rent   Rtl  Reimbur-   
No.  Description           Type      Area     Avail    Lsng      Leases   Lses  Expir  Rent       Measure    Chng   Sls  sements    
- ---  -----------           ----      ----     -----    -----     ------   ----  -----  --------   -------    ----   ---  --------   
<S>  <C>                   <C>       <C>       <C>      <C>         <C>    <C>    <C>     <C>     <C>        <C>    <C>  <C>        
1    Retail-Vacant Spac    Retail    2,400     8/97     8/97          2    Mon      4       9      $/SqFt/Yr             Reserves no
</TABLE>


     Space                    Rent   Lsg  Market     Upon         Rnwl  Mre
No.  Description          Abatemnt   Cst  Leasing    Expiration   Prob  Nts
- ---  -----------          --------   ---  -------    ----------   ----  ---
1    Retail-Vacant Spac                   Market     Market


Tenant Groups
    
Group: Anchors
  Delchamps           1
  Big 'B' Drugs       2
  Family Dollar       6

DETAILED REIMBURSEMENT METHODS

Category: Absolute-net

<TABLE>
<CAPTION>
Reimbursable         Reimbursement                         Pro-     Area           Area      Reimburse   Charg-   Reimb.   Min.  
Expenses             Method                      Amount    rata     Measure        Minimum   After       able %  Minimum  Growth 
- ------------------   -------------------------   ------    ----     -------------  -------   ---------   ------  -------  ------ 
<S>                  <C>                         <C>      <C>       <C>            <C>       <C>          <C>    <C>      <C>    
Management Fee:      Net (Pays Pro Rata Share)            Natural   Property Size                         100
Real Estate Taxes:   Net (Pays Pro Rata Share)            Natural   Property Size                         100
Property Insurance   Net (Pays Pro Rata Share)            Natural   Property Size                         100
CAM - Common Area    Net (Pays Pro Rata Share)            Natural   Property Size                         100
Adminisration:       Net (Pays Pro Rata Share)            Natural   Property Size                         100
Reserves:            Net (Pays Pro Rata Share)            Natural   Property Size                         100
Group                Not Available
</TABLE>


Reimbursable          Reimb.   Max     % Rent
Expenses               Max    Growth   Offset
- ------------------    ------  ------   ------
Management Fee:      
Real Estate Taxes:   
Property Insurance   
CAM - Common Area    
Adminisration:       
Reserves:            
Group                

Number of terms to apply method: 1
Gross up Expenses: Global

Category: Reserves no

<TABLE>
<CAPTION>
Reimbursable         Reimbursement                         Pro-     Area           Area      Reimburse   Charg-   Reimb.   Min.  
Expenses             Method                      Amount    rata     Measure        Minimum   After       able %  Minimum  Growth 
- ------------------   -------------------------   ------    ----     -------------  -------   ---------   ------  -------  ------ 
<S>                  <C>                         <C>      <C>       <C>            <C>       <C>          <C>    <C>      <C>    
Management Fee:      Net (Pays Pro Rata Share)            Natural   Property Size                         100
Real Estate Taxes:   Net (Pays Pro Rata Share)            Natural   Property Size                         100
Property Insurance   Net (Pays Pro Rata Share)            Natural   Property Size                         100
CAM - Common Area    Net (Pays Pro Rata Share)            Natural   Property Size                         100
Adminisration:       Net (Pays Pro Rata Share)            Natural   Property Size                         100
Reserves:            Not Reimbursed (Exclude) 
Group                Not Available
</TABLE>

Reimbursable          Reimb.   Max     % Rent
Expenses               Max    Growth   Offset
- ------------------    ------  ------   ------
Management Fee:      
Real Estate Taxes:   
Property Insurance   
CAM - Common Area    
Adminisration:       
Reserves:            
Group                
                  
Number of terms to apply methods: 1
Gross up Expenses: Global

                            (continued on next page)
<PAGE>

PORTFOLIO : Merrill Lynch Mortgage Capital                              Page : 3

                         Long Beach, Mississippi 39560
                                Input Assumptions
                         (continued from previous page)

Category: Triple-net

<TABLE>
<CAPTION>
Reimbursable         Reimbursement                         Pro-     Area           Area      Reimburse   Charg-   Reimb.   Min.  
Expenses             Method                      Amount    rata     Measure        Minimum   After       able %  Minimum  Growth 
- ------------------   -------------------------   ------    ----     -------------  -------   ---------   ------  -------  ------ 
<S>                  <C>                         <C>      <C>       <C>            <C>       <C>          <C>    <C>      <C>    
Management Fee:      Not Reimbursed (Exclude) 
Real Estate Taxes:   Net (Pays Pro Rata Share)            Natural   Property Size                         100
Property Insurance   Net (Pays Pro Rata Share)            Natural   Property Size                         100
CAM - Common Area    Net (Pays Pro Rata Share)            Natural   Property Size                         100
Adminisration:       Net (Pays Pro Rata Share)            Natural   Property Size                         100
Reserves:            Not Reimbursed (Exclude) 
Group                Not Available
</TABLE>


Reimbursable          Reimb.   Max     % Rent
Expenses               Max    Growth   Offset
- ------------------    ------  ------   ------
Management Fee:      
Real Estate Taxes:   
Property Insurance   
CAM - Common Area    
Adminisration:       
Reserves:            
Group                

Number of terms to apply method: 1
Gross up Expenses: Global


MARKET LEASING ASSUMPTIONS

Category: Delchamps
                          New Market   Renewal Market  Term 2    Term 3   Term 4
  Renewal Probability                              75
  Market Rent                   8.50             8.50
  Months Vacant                    4                0
  Tenant Improvements           2.00             1.00
  Leasing Commissions              0                2
  Rent Abatements                  0
NON-WEIGHTED ITMES
  Rental Changes                  No
  Retail Sales                    No
  Reimbursements          Triple-net
  Term Lenghths                    5

Category: Big `B' Drugs
                          New Market   Renewal Market  Term 2    Term 3   Term 4
  Renewal Probability                              75
  Market Rent                   7.50             7.50
  Months Vacant                    4                0
  Tenant Improvements           2.00             0.00
  Leasing Comnissions              5                2
  Rent Abatements                  0
NON-WEIGHTED ITEMS
  Rent Changes                    No
  Retail Sales                    No
  Reimburstments          Triple-net
  Term Lenghts                     5

                            (continued on next page)
<PAGE>

PORTFOLIO : Merrill Lynch Mortgage Capital                              Page : 4

                         Long Beach, Mississippi 39560
                                Input Assumptions
                         (continued from previous page)


Category: Market
                          New Market   Renewal Market  Term 2    Term 3   Term 4
  Renewal Probability                              75
  Market Rent                   9.00             9.00
  Months Vacant                    4                0
  Tenant Improvements           2.00             1.00
  Leasing Commissions              5                2
  Rent Abatements                  0
NON-WEIGHTED ITMES
  Rental Changes                  No
  Retail Sales                    No
  Reimbursements         Reserves no
  Term Lenghths                    4


Category: Family Dollar
                          New Market   Renewal Market  Term 2    Term 3   Term 4
  Renewal Probability                              75
  Market Rent                   7.00             7.00
  Months Vacant                    4                0
  Tenant Improvements           2.00             1.00
  Leasing Commissions              5                2
  Rent Abatements                  0
NON-WEIGHTED ITMES
  Rental Changes                  No
  Retail Sales                    No
  Reimbursements          Triple-net
  Term Lenghths                    5


Category: Cleaners
                          New Market   Renewal Market  Term 2    Term 3   Term 4
  Renewal Probability                              75
  Market Rent                  10.50            10.50
  Months Vacant                    4                0
  Tenant Improvements           2.00             1.00
  Leasing Commissions              5                2
  Rent Abatements                  0
NON-WEIGHTED ITMES
  Rental Changes                  No
  Retail Sales                    No
  Reimbursements         Reserves no
  Term Lenghths                    4

PROPERTY RESALE
Initial Purchase Price:    0
Option:                    Capitalize Net Operating Income
Cap Rate:                  0.105
Resale Commission (%):     4
Apply Rate to following year income: Yes
Calculate Resale for All Years: No

                   PRESENT VALUE DISCOUNTING
                     Unleveraged Discount Rate
                      Low Discount Rate:                 11.5
                     Discount Method: Annually (End-point on Cash Flow & Resale)
<PAGE>

                                                                       Exhibit 4
                                Historical & Supporting Operating Statement Data
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

                            DELCHAMPS PLAZA RENT ROLL

                                                                         8/14/97
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                        PERCENTAGE    RENT                          
- ------------------------------------------------------------------------------------------------------------------------------------
SHOP #         TENANT          SQ. FT.  GLA %  RENT PSF     BASE RENT   TERM   EXPIRATION   RATE   SALES BASE   TAXES     INSURANCE 
====================================================================================================================================
<S>      <C>                   <C>      <C>    <C>        <C>            <C>    <C>          <C>   <C>         <C>       <C>        
Anchor   Delchamps             35,059   55.8%  $  8.58    $   300,806    20     7/21/09      1%   $30,080,622     yes         yes   
- ------------------------------------------------------------------------------------------------------------------------------------
Anchor   Big B Drugs            9,000   14.3%  $  7.50    $    67,500    10     6/14/99      2%   $ 3,375,000     yes         yes   
- ------------------------------------------------------------------------------------------------------------------------------------
  1      Quick Clean Cleaners   1,400    2.2%  $ 10.44    $    14,616     3     2/28/00      5%   $   292,320     yes         yes   
- ------------------------------------------------------------------------------------------------------------------------------------
  B      H & R Block            1,500    2.4%  $  8.00    $    12,000     3     4/30/99     n/a        n/a        yes         yes   
- ------------------------------------------------------------------------------------------------------------------------------------
  3      Healthnut              1,200    1.8%  $  8.50    $    10,200     1     9/30/97     n/a        n/a        yes         yes   
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                           over
  5      Family Dollar          8,000    9.5%  $  5.30    $    31,800    10    12/31/98      3%         3%        yes   base ($9870)
- ------------------------------------------------------------------------------------------------------------------------------------
  9      On Location Video      1,500    2.4%  $  8.50    $    12,750     3     6/30/98     n/a        n/a        yes         yes   
- ------------------------------------------------------------------------------------------------------------------------------------
  2      VACANT                 1,200    1.9%  $  9.50    $    11,400                  
- ------------------------------------------------------------------------------------------------------------------------------------
  4      VACANT                 1,200    1.9%  $  8.50    $    11,400           
- ------------------------------------------------------------------------------------------------------------------------------------
  8      Smokey's               1,200    1.9%  $  8.50    $    10,200    ***      ***       n/a        n/a        yes         yes   
- ------------------------------------------------------------------------------------------------------------------------------------
  7      Curves for Women       1,200    1.9%  $  8.50    $    10,200    ***      ***       n/a        n/a        yes         yes  
- ------------------------------------------------------------------------------------------------------------------------------------
         Consistently Excellent                                                                     
  11     Pizza                  1,200    1.9%     9.50    $    11,400     3     9/30/01       4%  $   300,000     yes         yes   
- ------------------------------------------------------------------------------------------------------------------------------------
  12     Subway                 1,200    1.9%  $  7.95    $     9,540     3     4/30/99
- ------------------------------------------------------------------------------------------------------------------------------------
               Totals          61,859                     $   513,812                                             
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
                                                                                                   
<CAPTION>
- --------------------------------------------------------------------------------------- 
                               REIMBURSABLES                  
- --------------------------------------------------------------------------------------- 
SHOP #         TENANT            CAM     MGMT FEE   RESERVE     PERIODS    RATE/CAP     
======================================================================================= 
<S>      <C>                   <C>          <C>        <C>     <C>            <C>       
Anchor   Delchamps                yes       no         no      4 for 5        
- ---------------------------------------------------------------------------------------    
Anchor   Big B Drugs              yes       no         no      3 for 5        
- ---------------------------------------------------------------------------------------    
  1      Quick Clean Cleaners     yes      yes        yes      2 for 3
- ---------------------------------------------------------------------------------------    
  B      H & R Block              yes      yes        yes      1 for 3
- ---------------------------------------------------------------------------------------    
  3      Healthnut                yes      yes        yes      
- ---------------------------------------------------------------------------------------    
  5      Family Dollar            yes       no         no      4 for 5   
- ---------------------------------------------------------------------------------------    
  9      On Location Video        yes      yes        yes      2 for 3
- ---------------------------------------------------------------------------------------    
  2      VACANT                   
- ---------------------------------------------------------------------------------------    
  4      VACANT                   
- ---------------------------------------------------------------------------------------    
  8      Smokey's                 yes      yes        yes      2 for 2
- ---------------------------------------------------------------------------------------    
  7      Curves for Women         yes      yes        yes 
- ---------------------------------------------------------------------------------------    
         Consistently Excellent
  11     Pizza                    yes      yes         no      5 for 3
- ---------------------------------------------------------------------------------------    
  12     Subway                   
- ---------------------------------------------------------------------------------------    
               Totals             
- ---------------------------------------------------------------------------------------    

- ---------------------------------------------------------------------------------------    
     *** Lease being negotiated. Term and dates not
     determinable.
- ---------------------------------------------------------------------------------------    
     *** Lease being negotiated. Term and dates not
     determinable.
- ---------------------------------------------------------------------------------------    
</TABLE>
<PAGE>

                         DELCHAMPS PLAZA SHOPPING CENTER
                              Net Operating Income

                                                                         8/15/97

- -----------------------------------------------------------------------------
                                            1994        1995          1996
- -----------------------------------------------------------------------------
INCOME
- -----------------------------------------------------------------------------
        Gross Rents                        520,823     500,915      608,779
- -----------------------------------------------------------------------------
        TOTAL INCOME                       520,823     500,915      608,779
- -----------------------------------------------------------------------------

- -----------------------------------------------------------------------------
EXPENSES
- -----------------------------------------------------------------------------
        Advertising
- -----------------------------------------------------------------------------
        Auto and Travel                                    195
- -----------------------------------------------------------------------------
        Cleaning/maintenance                 4,992       5,631       40,943
- -----------------------------------------------------------------------------
        Commissions                                      1,800        9,600
- -----------------------------------------------------------------------------
        Insurance                            9,532       9,589        8,920
- -----------------------------------------------------------------------------
        Legal/other professional fees
- -----------------------------------------------------------------------------
        Repairs                              6,221       4,365        2,179
- -----------------------------------------------------------------------------
        Taxes                               52,280      52,280       52,876
- -----------------------------------------------------------------------------
        Utilities                            3,762       4,220        3,232
- -----------------------------------------------------------------------------
        Wages/salaries
- -----------------------------------------------------------------------------
        Other                               23,727      25,198       29,248
- -----------------------------------------------------------------------------

- -----------------------------------------------------------------------------
        TOTAL EXPENSES                     100,514     103,278      146,998
- -----------------------------------------------------------------------------

- -----------------------------------------------------------------------------
NET OPERATING INCOME                       420,309     397,637      461,781
- -----------------------------------------------------------------------------

                             NEWTON OLDCARE MCDONALD
<PAGE>

                                                                          5/7/97

                            1997 EXPENSE PROJECTIONS
                             NEWTON OLDCARE MCDONALD


<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
          ITEM                 Anniston       Beck & 23rd       Bessemer            Brownsville       Cantonment         Clanton
- -----------------------------------------------------------------------------------------------------------------------------------
                                NOTE 1           NOTE 1          NOTE 1                                 NOTE 1                     
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>              <C>             <C>                 <C>               <C>              <C>          
     GLA'S (Sq. Ft.)            62,840           55,000          95,001              16,782            58,040            58,550    
- -----------------------------------------------------------------------------------------------------------------------------------
(GLA less Anchor if net lease)  16,640           12,000          11,591                                14,040            11,000    
- -----------------------------------------------------------------------------------------------------------------------------------
EXPENSES:
- -----------------------------------------------------------------------------------------------------------------------------------
CAM EXPENSES
- -----------------------------------------------------------------------------------------------------------------------------------
Utilities                                                                           (1,548.91)                         (3,214.07)  
- -----------------------------------------------------------------------------------------------------------------------------------
Parking Lot Maintenance                                                            (10,970.00)                         (7,662.50)  
- -----------------------------------------------------------------------------------------------------------------------------------
Non-Parking Public Area                                                             (1,200.00)                         (1,330.00)  
- -----------------------------------------------------------------------------------------------------------------------------------
Light Repairs                                                                                                            (356.11)  
- -----------------------------------------------------------------------------------------------------------------------------------
Landscaping                                                                         (9,732.00)                        (11,374.00)  
- -----------------------------------------------------------------------------------------------------------------------------------
Other CAM                     (31,105.80)      (14,998.84)     (47,317.55)                           (22,594.97)                   
- -----------------------------------------------------------------------------------------------------------------------------------
CAM TOTALS                    (31,105.80)      (14,996.84)     (47,317.66)         (23,459.91)       (22,594.97)      (24,426.68)  
- -----------------------------------------------------------------------------------------------------------------------------------
(CAM EXPENSES/SF)               $ 0.4950         $ 0.2636        $ 0.4950            $ 0.3055          $ 0.3093         $ 0.4319   
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
BUILDING MAINTENANCE
- -----------------------------------------------------------------------------------------------------------------------------------
(Estimated @ $.10/SF)          (1,884.00)       (1,290.00)      (5,159.10)          (7,576.20)        (1,404.00)       (1,105.00)  
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
GENERAL EXPENSES           
- -----------------------------------------------------------------------------------------------------------------------------------
Real Estate Taxes             (26,392.80)      (15,032.98)     (40,146.22)         (34,372.00)       (29,487.46)      (18,245.60)  
- -----------------------------------------------------------------------------------------------------------------------------------
(RE TAX/SF)                     $ 0.4200         $ 0.2642        $ 0.4200            $ 0.4470          $ 0.5115         $ 0.3226   
- -----------------------------------------------------------------------------------------------------------------------------------
Insurance                      (5,341.40)      (11,949.00)      (8,125.24)          (3,700.00)        (6,384.40)       (4,000.00)  
- -----------------------------------------------------------------------------------------------------------------------------------
(INSURANCE/SF)                  $ 0.0850         $ 0.2100        $ 0.0850            $ 0.0462          $ 0.1100         $ 0.0849   
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
ADMINISTRATIVE EXPENSES
- -----------------------------------------------------------------------------------------------------------------------------------
Management Fees               (19,718.80)      (13,992.00)     (33,125.00)         (13,788.88)       (18,520.40)      (18,969.40)  
- -----------------------------------------------------------------------------------------------------------------------------------
Other Administrative Exp.        (200.00)         (200.00)        (200.00)            (200.00)          (200.00)         (200.00)  
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL ADMIN. EXPENSES         (19,918.80)      (14,192.00)     (33,325.00)         (13,988.88)       (18,720.40)      (19,169.40)  
- -----------------------------------------------------------------------------------------------------------------------------------
(ADMIN. EXPENSES/SF)            $ 0.3170         $ 0.2484        $ 0.3495            $ 0.1822          $ 0.3225         $ 0.3390   
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES                $84,642.00       $57,482.82     $134,075.11          $83,187.99        $78,791.23       $67,746.68   
===================================================================================================================================
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES/SF               $ 1.3470         $ 1.0099        $ 1.4028            $ 1.0837          $ 1.2576         $ 1.1960   
- -----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
          ITEM                    Long Beach       Mandeville        Nine Mile       One Main       Opallica            Opp    
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                      NOTE 1                            NOTE 1                   
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>               <C>              <C>             <C>              <C>               <C>         
     GLA'S (Sq. Ft.)               82,859            77,823           184,534       [ILLEGIBLE]      58,400              25,300    
- ---------------------------------------------------------------------------------------------------------------------------------
(GLA less Anchor if net lease)                                                                       14,400                      
- ---------------------------------------------------------------------------------------------------------------------------------
EXPENSES:                                                                                                                        
- ---------------------------------------------------------------------------------------------------------------------------------
CAM EXPENSES                                                                                                                     
- ---------------------------------------------------------------------------------------------------------------------------------
Utilities                       (3,228.11)      (7,4855.997)                      (3,0224.42)                        (2,314.40)  
- ---------------------------------------------------------------------------------------------------------------------------------
Parking Lot Maintenance         (5,909.00)      (11,2288.55)                     (10,1153.50)                        (2,386.00)  
- ---------------------------------------------------------------------------------------------------------------------------------
Non-Parking Public Area         (1,271.13)                                                                                       
- ---------------------------------------------------------------------------------------------------------------------------------
Light Repairs                   (2,179.11)        (1,975.00)                       (3,383.09)                                    
- ---------------------------------------------------------------------------------------------------------------------------------
Landscaping                     (3,888.00)       (21,938.61)                         (830.00)                        (1,466.24)  
- ---------------------------------------------------------------------------------------------------------------------------------
Other CAM                         (225.00)        (5,238.61)      (71,848.00)                      (17,841.00)                   
- ---------------------------------------------------------------------------------------------------------------------------------
CAM TOTALS                     (16,700.35)       (47,905.74)      (71,848.00)     (17,391.01)      (17,841.20)       (7,167.30)  
- ---------------------------------------------------------------------------------------------------------------------------------
(CAM EXPENSES/SF)                $ 0.2857          $ 0.6156         $ 0.3893        $ 0.2536         $ 0.3066         $ 0.2827   
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
BUILDING MAINTENANCE                                                                                                             
- ---------------------------------------------------------------------------------------------------------------------------------
(Estimated @ $.10/SF)           (6,285.90)        (7,762.30)      (18,463.40)      (6,856.80)       (1,440.00)       (2,535.00)  
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
GENERAL EXPENSES                                                                                                                 
- ---------------------------------------------------------------------------------------------------------------------------------
Real Estate Taxes              (62,975.84)       (74,845.80)      (94,360.32)     (46,790.79)      (18,839.64)      (31,652.40)  
- ---------------------------------------------------------------------------------------------------------------------------------
(RE TAX/SF)                      $ 0.8428          $ 0.9517         $ 0.5115        $ 0.6824         $ 0.3226         $ 1.2496   
- ---------------------------------------------------------------------------------------------------------------------------------
Insurance                       (6,170.00)       (18,285.00)      (21,990.00)      (6,582.00)       (4,958.16)       (3,713.00)  
- ---------------------------------------------------------------------------------------------------------------------------------
(INSURANCE/SF)                   $ 0.0083          $ 0.2347         $ 0.1192        $ 0.0956         $ 0.0849         $ 0.1485   
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
ADMINISTRATIVE EXPENSES                                                                                                          
- ---------------------------------------------------------------------------------------------------------------------------------
Management Fees                (19,640.46)       (40,723.88)      (47,462.80)     (12,405.40)      (18,422.00)       (5,915.00)  
- ---------------------------------------------------------------------------------------------------------------------------------
Other Administrative Exp.         (200.00)          (200.00)         (200.00)        (200.00)         (200.00)         (200.00)  
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL ADMIN. EXPENSES          (19,840.48)       (40,923,88)      (47,862.60)     (12,622.00)      (18,622.00)       (6,115.00)  
- ---------------------------------------------------------------------------------------------------------------------------------
(ADMIN. EXPENSES/SF)             $ 0.3156          $ 0.6259         $ 0.2583        $ 0.1836         $ 0.3189         $ 0.2412   
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES                $101,861.57       $188,722.78      $254,334.32      $90,195.00       $61,701.20       $51,182.70   
=================================================================================================================================
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES/SF                $ 1.6224          $ 2.4378         $ 1.3783        $ 1.3155         $ 1.0565         $ 2.0190   
- ---------------------------------------------------------------------------------------------------------------------------------
                              
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
          ITEM                      Parlor         Pascagoula      Phenix City        V            TOTALS 
- --------------------------------------------------------------------------------------------------------------
                                                                                                              
- --------------------------------------------------------------------------------------------------------------
<S>                           <C>             <C>              <C>               <C>            <C>           
     GLA'S (Sq. Ft.)            68,680           122,560          72,312           64,846          1,212,416  
- --------------------------------------------------------------------------------------------------------------
(GLA less Anchor if net lease)  24,000            75,060          26,412                                      
- --------------------------------------------------------------------------------------------------------------
EXPENSES:                                                                                                     
- --------------------------------------------------------------------------------------------------------------
CAM EXPENSES                                                                                                  
- --------------------------------------------------------------------------------------------------------------
Utilities                                     (9,9942.81)      (6,4000.38)        (7,221.97)     (44,861.04)  
- --------------------------------------------------------------------------------------------------------------
Parking Lot Maintenance                        (3,428.00)      (10,874.00)        (8,588.57)     (??,561.78)  
- --------------------------------------------------------------------------------------------------------------
Non-Parking Public Area                                         (1,350.00)          (700.00)      (5,851.13)  
- --------------------------------------------------------------------------------------------------------------
Light Repairs                                  (2,240.69)                                        (10,134.00)  
- --------------------------------------------------------------------------------------------------------------
Landscaping                                    (1,845.45)         (445.00)        (1,675.00)     (53,694.30)  
- --------------------------------------------------------------------------------------------------------------
Other CAM                     (18,104.00)                                           (900.00)    (230,171.97)  
- --------------------------------------------------------------------------------------------------------------
CAM TOTALS                    (18,104.00)     (17,466.95)      (18,869.38)       (17,095.51)    (414,274.22)  
- --------------------------------------------------------------------------------------------------------------
(CAM EXPENSES/SF)               $ 0.2838        $ 0.1427         $ 0.2000          $ 0.2836                   
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
BUILDING MAINTENANCE                                                                                          
- --------------------------------------------------------------------------------------------------------------
(Estimated @ $.10/SF)          (2,488.00)      (7,596.00)       (2,681.20)        (6,484.00)     (11,011.50)  
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
GENERAL EXPENSES                                                                                              
- --------------------------------------------------------------------------------------------------------------
Real Estate Taxes              18,146.00      (50,243.04)      (44,906.36)       (17,134.33)    (577,201.84)  
- --------------------------------------------------------------------------------------------------------------
(RE TAX/SF)                    $ (0.2842)       $ 0.4106         $ 0.5158          $ 0.2642                   
- --------------------------------------------------------------------------------------------------------------
Insurance                     (14,820.00)      (9,510.00)       (8,350.00)       (21,940.00)    (154,577.20)  
- --------------------------------------------------------------------------------------------------------------
(INSURANCE/SF)                  $ 0.2150        $ 0.0777         $ 0.0878          $ 0.3383                   
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
ADMINISTRATIVE EXPENSES                                                                                       
- --------------------------------------------------------------------------------------------------------------
Management Fees               (20,938.84)     (33,437.44)      (22,216.88)       (16,622.60)    (365,798.60)  
- --------------------------------------------------------------------------------------------------------------
Other Administrative Exp.        (200.00)        (200.00)         (200.00)          (200.00)      (3,200.00)  
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
TOTAL ADMIN. EXPENSES         (21,138.84)     (33,637.44)      (22,418.88)       (16,722.00)    (358,996.60)  
- --------------------------------------------------------------------------------------------------------------
(ADMIN. EXPENSES/SF)            $ 0.3078        $ 0.2749         $ 0.3100          $ 0.2579                   
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES                $36,384.94     $118,353.43       $94,923.62        $79,378.67     1,566,063.36  
==============================================================================================================
- --------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES/SF               $ 0.5589        $ 0.9873         $ 1.3127          $ 1.2240                   
- --------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE 1: These properties have not been in operation for a full year. Therefore,
        certain expenses have been estimated.
<PAGE>

- ----------------------------------------------------------------------------
                                                        1996
- ----------------------------------------------------------------------------
        CENTER/LOCATION                            PROPERTY TAXES
- ----------------------------------------------------------------------------

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

- ----------------------------------------------------------------------------
                                                      1,742.45
- ----------------------------------------------------------------------------

- ----------------------------------------------------------------------------
                                                     13,567.88
- ----------------------------------------------------------------------------

- ----------------------------------------------------------------------------
                                                      1,11.68
- ----------------------------------------------------------------------------

- ----------------------------------------------------------------------------
        BROWNSVILLE PLACE                            34,371.84
- ----------------------------------------------------------------------------

- ----------------------------------------------------------------------------
        CHICOT CROSSING                              51,973.74
- ----------------------------------------------------------------------------

- ----------------------------------------------------------------------------
                                                     18,245.60
- ----------------------------------------------------------------------------

- ----------------------------------------------------------------------------
        DELCHAMPS PLAZA                              52,875.84
- ----------------------------------------------------------------------------

- ----------------------------------------------------------------------------
                                                  purchased in '97
- ----------------------------------------------------------------------------

- ----------------------------------------------------------------------------
                                                      2,080.65
- ----------------------------------------------------------------------------

- ----------------------------------------------------------------------------
                                                     74,845.66
- ----------------------------------------------------------------------------

- ----------------------------------------------------------------------------
                                                     86,305.47
- ----------------------------------------------------------------------------

- ----------------------------------------------------------------------------
                                                     46,790.79
- ----------------------------------------------------------------------------

- ----------------------------------------------------------------------------
        OPP MARKETPLACE                             7,177.70 (A)
- ----------------------------------------------------------------------------

- ----------------------------------------------------------------------------
                                                     13,775.93
- ----------------------------------------------------------------------------

- ----------------------------------------------------------------------------
                                                     44,606.36
- ----------------------------------------------------------------------------

- ----------------------------------------------------------------------------
                                                     17,134.33
- ----------------------------------------------------------------------------

- ----------------------------------------------------------------------------
        (A) revised to exclude Winn-Dixie
- ----------------------------------------------------------------------------
<PAGE>

                    [Letterhead of NEWTON OLDACRE MCDONALD]
July 30, 1997

For the years 1996 and 1997, Newton Oldacre McDonald (NOM) properties have been
consolidated onto master policies for insurance coverage. The 1997 policies are
held by The Travelers and The Fireman's Fund through Palomar Insurance Agency in
Montgomery, Alabama. All NOM properties subject to the forthcoming appraisal are
included in these two comprehensive policies except Parker Center in Parker,
Florida and an additional windstorm policy which was purchased for The Wye
Shopping Center in Panama City Beach, Florida.

Since the final Fireman's Fund policy for 1997 is pending, included are annual
1996 insurance premiums for those centers which were operating throughout 1996.
Property limits and coverages for these properties are broken down in the
following pages. Per our two master policies for 1997, general liability limits
per location are as follows:

                              Limits of Liability

             General Aggregate                         $2,0002000
             Products/Completed Operations             $2,000,000
             Personal and Advertising Injury           $1,000,000
             Each Occurence                            $1,000,000
             Fire Damage (Any One Fire)                $  300,000
             Medical Expense (any One Person)          $    5,000
<PAGE>

================================================================================
                                                    1996                        
- --------------------------------------------------------------------------------
        CENTER /LOCATION                          INSURANCE                     
- --------------------------------------------------------------------------------
                                               ANNUAL PREMIUM                   
- --------------------------------------------------------------------------------
                                             under construction                 
- --------------------------------------------------------------------------------
                                               open August '96                  
- --------------------------------------------------------------------------------
                                                open Dec. '96                   
- --------------------------------------------------------------------------------
        BROWNSVILLE PLACE                         3,764.13                      
- --------------------------------------------------------------------------------
        CHICOT CROSSING                           9,674.84                      
- --------------------------------------------------------------------------------
                                                  4,883.20                      
- --------------------------------------------------------------------------------
        DELCHAMPS PLAZA                           8,039.98                      
- --------------------------------------------------------------------------------
                                             under construction                 
- --------------------------------------------------------------------------------
                                                open Jan. '97                   
- --------------------------------------------------------------------------------
                                                  16,226.46                     
- --------------------------------------------------------------------------------
                                                21,989.94 (2)                   
- --------------------------------------------------------------------------------
        ONE MAIN PLACE                            6,666.67                      
- --------------------------------------------------------------------------------
                                                  3,777.36                      
- --------------------------------------------------------------------------------
                                                  14,820.00                     
- --------------------------------------------------------------------------------
                                                  6,460.07                      
- --------------------------------------------------------------------------------
                                                 22,320.(3)                     
- --------------------------------------------------------------------------------
   (1) does not include Wal-Mart (self-insured)                       
- --------------------------------------------------------------------------------
   (2) plus $4,147.65 fire protection & parking lot light tax
- --------------------------------------------------------------------------------
   (3) additional windstorm premium - $7,990.00 (Hutt Insurance - Panama City)
- --------------------------------------------------------------------------------
<PAGE>

                                                                       Exhibit 5
                                                             Insurance Valuation
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

Insurance Valuation

      The insurance valuation utilizes the basic cost estimates presented in the
Cost Approach. However, certain cost items must be excluded as well as the land
value estimate.

Cost Items Excluded

1. Basement Excavation
2. Foundations Below Ground
3. Piping Below Ground
4. Architects' Fees

Source: Marshall Valuation Service, Marshall & Swift 
        Section 96, Pages 1-2

Depreciation Items Excluded

      Given the nature and purpose of the valuation, any external obsolescence
is excluded as a depreciation item. In addition, functional incurable resulting
from basic design parameters such as the site plan/layout of the improvements is
excluded. However, functional incurable obsolescence from certain cost
components may be included. All other forms of depreciation are included.

      The cost summary for insurance valuation purposes is presented on the
following page.


- --------------------------------------------------------------------------------
(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

INSURANCE VALUATION - COST APPROACH SUMMARY
Property:         Delchamps Plaza Shopping Center
Address:          200 West Railroad Street
City:             Long Beach
State:            Mississippi
================================================================================
Direct Costs                                                  Marshall Valuation
                                                              Cost Estimates
                                                              --------------
Structural Improvements
 Property Size     62,859 SF @     $37.53 /SF =                    $2,358,978
                                                                 
Special Tenant Improvements*                                     
Delchamps          35,059 SF @     $25.00 /SF =                      $876,475
Big 'B' Drugs       9,000 SF @     $20.00 /SF =                      $180,000
Family Dollar       6,000 SF @     $15.00 /SF =                       $90,000
Local Shop Space   12,800 SF @     $10.00 /SF =                      $128,000
                                                  
Site Improvements
Asphalt Paving    300,000 SF @      $1.50 /SF =       $450,000
Fence                  20 LF @     $13.00 /LF =            260
Signage & Lighting:                                     15,000
Landscaping:                                            20,000
Site Preparation                                             0
Traffic Light Installation:                                  0
Additional Fees & Permits                               20,000
                                                        ------
     Subtotal Site Improvements:                                      505,260
                                                                   ----------
     Total Direct Costs:                                           $4,138,713

Indirect Costs

Land Loan Interest:                                    $27,675
Lease-Up Costs:                                        153,800
Professional Fees:                                      50,000
                                                       -------
                                 
Total Indirect Costs:                                                 231,475
                                                                   ----------
Total Direct and Indirect Costs:                                   $4,370,188

Entrepreneurial Profit as % of Direct/Indirect Costs,Rd.  0%                0
                                                                   ----------
Total Cost New of Improvements and Profit:                         $4,370,188

Less: Accrued Depreciation (Note Recognized In Insurable Value)             0
                                                                   ----------
Depreciated Cost of Improvements:                                  $4,370,188

Less: Insurance Exclusions
Basement Excavation*           0.0%                          $0
Foundations Below Ground*      3.4%                    $148,586
Architects' Fees**             5.7%                    $249,101
Site Work & Improvements                               $505,260
                                                       --------
Total Insurance Exclusions                                           (902,947)
                                                                     -------- 

Insurance Valuation by Cost Approach                               $3,467,241

Insurance Value Estimate, Rounded                                  $3,467,000

*Source: Marshall Valuation Service, Section 96
**Source: Marshall Valuation Service, Section 99
<PAGE>

                                                                       Exhibit 6
                                                                         Netnews
- --------------------------------------------------------------------------------


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

(C)1997 Huber & Lamb Appraisal Group, Inc.
<PAGE>

http://biz.yahoo.com/prnews/97/09/05/y0029_5.html

Friday September 5 6:06 PM EDT

Company Press Release

Source: Jitney Jungle Stores of America

Jitney-Jungle Stores of America Removed from Standard & Poor's Watch

NEW YORK, Sept.5 /PRNewswire/ -- Standard & Poor's today affirmed its
single-'B'-plus corporate credit rating of Jitney Jungle Stores of America Inc.
and raised its rating on the company's $200 million senior note issue to
single-'B'-plus from single-'B'. Both ratings were removed from CreditWatch,
where they were placed July 16, 1997.

Additionally, Standard & Poor's assigned its single-'B'-minus rating to Jitney
Jungle's new $200 million senior subordinated note issue and its double-'B' bank
loan rating to the company's new $150 million credit facility.

The upgrade of the senior note rating reflects the reduced role of secured bank
debt in the capital structure. The corporate credit rating is affirmed since the
transaction does not appreciably alter the company's financial profile, and the
benefits of a moderately improved business position are offset by the associated
integration risks.

The speculative-grade rating reflects the risks associated with integrating the
acquired Delchamps supermarkets and a highly leveraged financial position in a
competitive operating environment. These concerns are somewhat mitigated by the
leading market position of its supermarkets in the Jackson, Miss. and Mobile,
Ala. markets, as well as greater geographic diversity and potential economies of
scale arising from its merger with Delchamps.

The Delchamps acquisition which nearly doubles Jitney's size to 172 supermarkets
from 99 supermarkets has significant integration risk. Delchamp's, the leading
supermarket chain in lower Alabama, has struggled over the last three years due
to changes in leadership and strategy, and over 80 competitive openings from
competitors like Winn Dixie and WalMart. Jitney's management faces the twin
tasks of turning around the Delchamps operations and integrating it into
Jitney's, which itself is facing competitive pressures from leading supermarket
operators, including Kroger in Memphis and Albertson's in Jackson. Standard &
Poor's believes the integration effort will be a significant challenge, as the
company will need to rationalize the Delchamps facilities, improve its
operations, and add senior management. Moreover, Jitney's strategy remains one
of growth through acquisition, which entails further risks as it attempts to
gain market presence.

Still, the acquisition brings the immediate benefits of increased geographic
diversity and greater purchasing power, along with considerable cost savings
potential. The company becomes a larger operator in growing markets in the
Southeast, and is the market share leader in the Jackson, Miss. and Mobile, Ala.
markets. Rationalization of administrative staff and distribution facilities
should provide near-term cost savings, while the implementation of more
efficient operational practices at Delchamps should provide more benefits in the
long term.

On a pro forma basis, divestiture of underperforming stores and some cost
savings improve operating margins to 7.5% from 6.8% for the combined companies.
Cash flow measures remain consistent with the rating category as earnings before
interest, taxes,
<PAGE>

http:/ /biz.yahoo.com/finance/97/O9/O4/dlch_yOO2_l.html

Thursday September 4 2:12 PM EDT

Moody's affirms Jitney-Jungle Stores notes

(Press release provided by Moody's Investors Service).

NEW YORK, Sept 4 - Moody's Investors Service assigned a preliminary Ba3
rating(pending completion of documentation) to Jitney-Jungle Stores of America,
Inc.'s $150 million secured revolving credit facility, confirmed the B2 rating
on its senior unsecured notes due 2006, and assigned a B3 rating its senior
subordinated notes due 2007.

This concludes the review of Jitney-Jungle's senior unsecured notes for possible
downgrade which commenced on July 9, 1997.

The rating outlook is stable. The ratings reflect Jitney-Jungle's high financial
leverage following the acquisition of Delchamps, the geographic concentration of
its operations, the intense competition in its markets, and management's
acquisitive growth strategy.

While Jitney's management is highly regarded, the acquisition of Delchamps
doubles its size and the near term operating risks associated with the
integration are significant.

But the rating also recognizes that Jitney and Delchamps are well established in
their core markets, and that management will likely be able to achieve modest
debt reductions in the initial periods following the acquisition.

The rating also considers that the combination will enable the company to
leverage its existing corporate overhead, distribution expenses, purchasing
power, and investment in technology.

The revolving credit facility is secured by all of the company's tangible and
intangible assets.

While we believe that the tangible collateral would provide the bank lenders
only modest protection, the bank lenders are supported by the company's
enterprise value.

Thus the rating on the revolving credit facility recognizes the benefit that the
collateral would likely provide the bank lenders in a distressed scenario.

The rating on the senior unsecured notes continues to recognize that the notes
are effectively subordinated to a material amount of secured debt.

While we expect that management will achieve modest debt reductions in the near
term, we believe that the company will continue to pursue acquisitions and will
likely use the bank facility to finance these acquisitions.

The subordinated debt rating recognizes the contractual subordination of the
notes to a sizable amount of senior debt. The rating also considers the modest
cushion that the company's enterprise value provides the subordinated holders.
Total debt is 4.8 times proforma combined EBITDA reducing to 4.3 times once
consideration is given to the cost savings that management has identified.
<PAGE>

We believe that it is likely that management will achieve these savings.
Off-balance sheet liabilities are substantial and adjusted debt (includes
operating leases) is 5.4 times EBITDAR.

Operating lease obligations are large since all but one of the company's stores
are leased, and Delchamps' leases are relatively expensive (Delchamps' rent
expense was 4.1% of its revenues in fiscal 1997, whereas rent expense for the
average speculative grade supermarket is approximately 1.5% revenues).

In evaluating financial leverage we have also considered that redeemable
preferred stock accounts for the majority of the junior capital, and that a
significant portion of the preferred stock will require cash dividends in 2001
(we estimate that the annual after tax cash dividend obligation will be $6
million).

In addition, we have also considered that the company's sizable restructuring
obligations (expected to total $52 million) will have ongoing cash servicing
requirements.

The acquisition of Delchamps broadens the company's operating territory and
provides a strong presence in the Mobile-Pensacola corridor.

But operations are still heavily concentrated with approximately 50% of the
company's stores in its four largest markets.

We expect that management will continue to pursue moderate sized acquisitions in
contiguous markets and to build upon its presence in areas such as Memphis,
Tennessee. Jitney Jungle Stores of America, Inc., headquartered in Jackson,
Mississippi, operates 105 supermarkets and 53 gasoline stations across
Mississippi, Tennessee, Arkansas, Louisiana, and Florida. Delchamps Inc., which
is currently headquartered in Mobile, Alabama, operates 118 supermarkets in
Alabama, Florida, Mississippi, and Louisiana, and ten liquor stores in Florida.
<PAGE>

http://biz.yahoo.com/finance/97/08/29 / dlch__svu__1.html

Friday August 29 7:18 PM EDT

Supervalu to buy 10 Jitney-Jungle stores

JACKSON, Miss, Aug 29 (Reuter) - Jitney-Jungle Stores of America Inc said Friday
it reached a definitive agreement to sell 10 supermarkets to a unit of Supervalu
Inc (SVU) for an undisclosed price.

Jitney-Jungle in statement said the deal was struck amid talks between it and
federal regulators over its proposed acquisition of Delchamps Inc (DLCH).

It said FTC had concerns about how the proposed Delchamps merger would affect
certain markets where Jitney-Jungle and Delchamps have stores.

"We believe our agreement with Supervalu is a constructive step which enhances
the parties' ability to focus on achieving a comprehensive solution to the
issues raised by the FTC," Jitney-Jungle said.

The company could not be reached immediately for comment.

In July, the Federal Trade Commission (FTC) had asked Jitney-Jungle in July for
more information with respect to its offer for Delchamps.

Jitney-Jungle's subsidiary, Delta Acquisition Corp, is offering $30 a share cash
for Delchamps in a deal that values that company at about $213 million. The
tender offer is scheduled to expire September 12.

Delchamps operates 118 supermarkets in Alabama, Florida, Louisiana and
Mississippi, plus 10 liquor stores in Florida.
<PAGE>

http://biz.yahoo.com/bw/97/08/29/dlch __nms 1.html

Friday August 29 5:51 PM EDT

Company Press Release

Jitney-Jungle Enters into Store Divestiture Agreement with Supervalu Holdings
Inc.

JACKSON, Miss.--(BUSINESS WIRE)--Aug. 29, 1997--Jitney-Jungle Stores of America
Inc. announced today that it entered into a definitive agreement with Supervalu
Holdings Inc. to sell ten supermarkets to Supervalu.

As previously announced, Jitney-Jungle received a request for additional
information with respect to the tender offer by Jitney-Jungle subsidiary Delta
Acquisition Corp., for all outstanding shares of Delchamps Inc. (NASDAQ:NMS -
news) from the Federal Trade Commission under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976. Jitney-Jungle said the definitive agreement with
Supervalu was entered into in connection with ongoing discussions between it and
the staff of the FTC regarding a possible divestiture plan for certain
supermarkets in order to address FTC concerns about the proposed combination
with respect to certain markets in which Jitney-Jungle and Delchamps have
stores.

Under the terms of the definitive agreement with Supervalu, the sale is subject,
among other conditions, to issuance of a final consent order by the FTC
approving the sale of the supermarkets to Supervalu under the agreement.

Michael E. Julian, president and chief executive officer of Jitney-Jungle, said:
"Although we can't, of course, predict the timing or outcome of our ongoing
discussions with the FTC, we believe our agreement with Supervalu is a
constructive step which enhances the parties' ability to focus on achieving a
comprehensive solution to the issues raised by the FTC."

The tender offer for Delchamps, which is scheduled to expire at 5:00 p.m. New
York City time, on Sept. 12, 1997, will not be consummated until the expiration
or termination of the Hart-Scott waiting period or any other period during which
Jitney-Jungle may agree with antitrust authorities not to purchase Delchamps'
shares. The tender offer is also subject to other terms and conditions,
including provisions permitting Jitney-Jungle to extend the offer under certain
circumstances, as disclosed in the offer to purchase.
<PAGE>

http://biz.yahoo.com/prnews/97/07/08/abs_ dlch__l.html

Tuesday July 8 5:47 PM EDT

Company Press Release

Source: Standard & Poor's CreditWire

Jitney-Jungle Ratings Put on S&PWatch Negative; Acquiring Delchamps

NEW YORK, July 8/PRNewswire/-- Standard & Poor's today has placed its ratings of
Jitney-Jungle Stores of America Inc. on CreditWatch with negative implications,
following its announced acquisition of Delchamps Inc., a operator of 118 grocery
stores and 10 liquor stores in Alabama, Florida, Louisiana, and Mississippi for
$213 million.

The ratings placed on CreditWatch are as follows:

      Single-`B'-plus corporate credit rating, and
      Single-`B' $200 million senior unsecured notes due 2006.

The acquisition should strengthen its business position as a regional operator
in the southeast, as Jitney Jungle benefits from larger scale, greater
geographic diversity and cost saving opportunities. However, the transaction
significantly increases the debt load, and Standard & Poor's is concerned that
the task of integrating the companies and improving the lagging Delchamps
operations in a highly competitive environment will be a challenge to Jitney's
management. Delchamps has experienced declining same store sales and operating
margin erosion due to increased competition from larger supermarket operators
like Albertson's Inc. and Winn-Dixie Stores Inc. as well as supercenters.

Jitney plans to finance the transaction with bank loans and subordinated debt,
and on a pro forma basis, total lease-adjusted debt increases to about $800
million from just below $300 million. Debt to earnings before interest, taxes,
depreciation, and amortization (EBITDA) rises to above 5 times (x) on a pro
forma basis from just below 4x prior to the acquisition. Lease-adjusted EBITDA
coverage of interest declines to about 1.6X from its current 2x, excluding any
potential cost savings. Standard & Poor's will evaluate management's strategy
for improving the Delchamps operations and cost saving measures going forward as
it reviews the ratings.--
CreditWire 
<PAGE>

depreciation, and amortization (EBITDA) coverage of interest falls slightly to
1.9 times (x) from 2x prior to the transaction. Jitney expects to continue to
generate free operating cash flow, which should aid its financial flexibility.
However, the company remains highly leveraged with total lease-adjusted debt to
1997 EBITDA of 5x.

The $150 million bank facility will have $83 million available after the
transaction. It is rated two notches above the corporate credit rating, since
the security interest of substantially all the company's assets offers
reasonable prospects for full recovery of principal. Under Standard & Poor's
simulated default scenario, cash flows were significantly reduced from current
levels. When valued with an EBITDA multiple reflective of peer valuations, the
resulting enterprise value is more than sufficient to fully cover the bank
facility.

OUTLOOK: STABLE

The company's growth strategy and the task of integrating Delchamps in a
competitive environment should limit improvement in the credit rating for the
next few years, while cash flow measures, which are in line with the rating,
provide support for the rating at this level, Standard & Poor's said. --
CreditWire

SOURCE: Jitney Jungle Stores of America
<PAGE>

        [Yahoo! Finance Home | Company & Fund Index| Financial Glossary]

Delchamps, Inc.                                                      NASDAQ: DLC

Address:   305 Delchamps Drive, P.O. Box 1668   Financial Links
           Mobile, AL 36602                     o Company News
Phone:     (334) 433-0431                       o Research Report
Industry:  Retail (Grocery)                     o Free Annual Report
Sector:    Services                             o Latest Stock Price
Employees: 9,000                                o SEC Filings (raw
                                                  filings)
Officers:  David W. Morrow, Chmn./CEO
           Richard W. LaTrace, Pres.
           Timothy E. Kullman, Sr. VP/CFO/Treas./Secy    
           Frank L. Bennen, Sr. VP.             o Search Yahoo! for related
                                                links...
Business Summary

Delchamps, Inc. operates a chain of 117 supermarkets in AL, FL, LA, and MS, and
10 discount liquor stores in FL. For the 39 weeks ended 3/29/97, sales fell less
than 1% to $836.1 million. Net income rose from $1.2 million to $3.1 million.
Revenues suffered from increased levels of promotional activity by competitors
and an increase in the number of stores opened by competitors. Earnings reflect
improved gross margins due to increased levels of buying allowances from
vendors.

Recent Earnings Announcement

For the 13 weeks ended JUN 1997, revenues were 266,893; after tax earnings were
4,854. 
(preliminary; reported in thousands of dollars)

Statistics at a Glance -- DLCH                        Last Updated: Aug 29, 1997
<PAGE>

<TABLE>
<CAPTION>
======================================================================================================
   Price and Volume                   Per-Share Data                      Management Effectiveness
 (updated Aug 29,1997)
<S>              <C>              <C>                <C>               <C>                     <C>
52-Week Low      $18.25           Book Value (mrg)    $16.00           Return on Assets (ttm)  3.17%

Recent Price     $29.625          Earnings (ttm)       $1.11           Return on Equity (ttm)  7.05%

52-Week High     $32.375          Sales (ttm)        $154.90                 Financial Strength

Beta               0.36           Cash (mrq)           $1.42           Current Ratio (mrq)     1.26

Daily Volume                          Valuation Ratios                 Total Debt/Equity       0.16
(3-month avg)     36.2K                                                (mrq)
                                  Price/Book (mrq)      1.85                 

  Share-Related Items             Price/Earnings (ttm) 26.57                  Stock Performance

Market                            Prices/Sales (ttm)    0.19
Capitalization  $210.9M               Income Statements

Share Outstanding  7.12M          Net Income (ttm)     $5.75M

Float              4.10M          Sales (ttm)          $1.10B          big chart [3 mo/1 yr/2 yr/5 yr]

  Dividend Information              Profitability

Annual Dividend   $0.44           Profit Margin (ttm)   0.7%
(indicated)

Dividend Yield     1.49%
- ------------------------------------------------------------------------------------------------------
               K = thousands; M = millions; B = billions; mrq = most-recent quarter;
             ttm = trailing twelve months as of the most recent earnings announcement
======================================================================================================
</TABLE>

For more in-depth analysis, Market Guide premium reports are available for over
9,400 equities.

================================================================================

               Copyright (C) 1997 Yahoo! Inc. All Rights Reserved.
              See our Important Disclaimers and Legal Information.
                 Company information Copyright (C) Market Guide
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                             Questions or Comments?



                               An Appraisal Report



                                       Of



                               THE HOLLYWOOD VIDEO
                           A 7,488 SF RETAIL BUILDING
                   S/S BELTLINE HIGHWAY, EAST OF BETHEL STREET
                       PADUCAH, MCCRACKIN COUNTY, KENTUCKY



                            Effective Date Of Report
                                NOVEMBER 24, 1997



                                Specifically For
                               MR. LAWRENCE MILLER
                          Debt and Equity Markets Group
                      Merrill Lynch Mortgage Capital, Inc.
                                WFC - North Tower
                                250 Vessey Street
                          New York, New York 10281-1326



                                       By
                       HUBER & LAMB APPRAISAL GROUP, INC.
                          109 Westpark Drive, Suite 320
                           Brentwood, Tennessee 37027



                                    11-97-604
<PAGE>

HUBER & LAMB APPRAISAL GROUP, INC.
109 Westpark Drive, Suite 320                                Murray W. Huber, RM
Brentwood, Tennessee 37027
Phone 615/371-8575                                           James E. Lamb, MAI
Fax 615/370-1216

November 25, 1997

Mr. Lawrence Miller
Debt and Equity Markets Group
Merrill Lynch Mortgage Capital, Inc.
WFC - North Tower
250 Vessey Street
New York, New York 10281-1326

RE:   AN APPRAISAL ASSIGNMENT OF HOLLYWOOD VIDEO
      A 7,488 SF RETAIL BUILDING
      S/S BELTLINE HIGHWAY, EAST OF BETHEL STREET
      PADUCAH, MCCRACKIN COUNTY, KENTUCKY

Dear Mr. Miller:

At your request and authorization, we have appraised the above-referenced
property for the purpose of estimating its current market value as of November
24, 1997, assuming an individual property sale. In addition, you have requested
the estimated value of the subject assuming it is part of a 18 property
portfolio sale. The property rights being appraised are the Leased Fee interest
in the subject property. It is our understanding that the report will be used to
assist in real estate mortgage finance underwriting of the subject property.

ASSUMING SINGLE ASSET PROPERTY SALE

Based on the inspection of the property and the investigations and analyses
undertaken, we have formed the opinion that, as of November 24, 1997 and subject
to the Assumptions and Limiting Conditions set forth in the attached report, the
market value of the Leased Fee interest in the subject property is:

               ONE MILLION TWO HUNDRED FIFTY-FIVE THOUSAND DOLLARS
                                  ($1,255,000)

ASSUMING PORTFOLIO SALE

Based on the inspection of the property and the investigations and analyses
undertaken, we have formed the opinion that, as of November 24, 1997 and subject
to the Assumptions and Limiting Conditions set forth in the attached report, the
market value of the Leased Fee interest in the subject property, assuming the
property is sold as part of the 18 property portfolio described herein, is:

                    ONE MILLION FOUR HUNDRED THOUSAND DOLLARS
                                  ($1,400,000)

MARKETING PERIOD: The marketing period is estimated to be 12 months, assuming
the subject is placed on the market at the final value estimate conclusion
above.
<PAGE>

Mr. Lawrence Miller
November 25, 1997
Page 2


Three approaches to value were utilized in the valuation process for the subject
development. These included the cost approach, the sales comparison approach and
the income capitalization approach.

The narrative appraisal report that follows contains the identification of the
property, the assumptions and limiting conditions, pertinent facts about the
area and the subject property, comparable data, the results of the
investigations and analyses, and the reasoning leading to the conclusions
contained herein. Our analysis, opinions, and conclusions were developed, and
this report has been prepared in accordance with the Uniform Standards of
Professional Appraisal Practice published by the Appraisal Foundation and the
Code of Professional Ethics and the Standards of Professional Practice of the
Appraisal Institute.

As requested by the client, the following statements relate to the permitted use
of the subject appraisal report.

o     The report may be relied upon by Merrill Lynch Mortgage Capital Inc. in
      determining whether to make a loan evidenced by a note (the "Property
      Note") secured by the Property.

o     The report may be relied upon by any purchaser in determining whether to
      purchase the Property Note for this transaction from Merrill Lynch
      Mortgage Capital Inc.

o     The report may be relied upon by any Rating Agency in rating securities
      issued by Merrill Lynch Mortgage Capital Inc. and representing an interest
      in the Mortgage Note.

o     The report may be included with and referred to in materials offering the
      Property Note or an interest in the Property Note for sale.

The uses previously described are considered to be consistent with the client's
intended uses of the report. However, no other entity other than the previously
described entities may rely upon this appraisal report without prior written
consent from the appraiser.
<PAGE>

Mr. Lawrence Miller
November 25, 1997
Page 3


We appreciate the opportunity to be of service to you. Should you have any
questions concerning this appraisal, please do not hesitate to contact this
office. For further information, your attention is directed to the following
report.

Respectfully submitted,
HUBER & LAMB APPRAISAL GROUP, INC



/s/ James E. Lamb                        /s/ Eugene L. Poe Jr.

James E. Lamb, MAI                       Eugene L. Poe, Jr.
Review Appraiser                         Associate Appraiser
State Certified General Real             State Certified General Real 
  Estate Appraiser                         Estate Appraiser
Licensee #CG-557                         Kentucky Temporary License #6723
<PAGE>

                                                               TABLE OF CONTENTS
================================================================================

Summary of Important Facts and Conclusions.....................................1
The Appraisal Assignment.......................................................3
   Identification of Subject Property..........................................3
   Purpose & Use of The Appraisal Report.......................................3
   Property Rights Being Appraised.............................................3
   Significant Dates of Appraisal Assignment...................................3
   Scope of the Appraisal......................................................3
   Subject Property Sales History..............................................4
Definition of Terms............................................................6
Assumptions and Limiting Conditions...........................................10
Paducah/McCracken County Analysis.............................................13
   Metropolitan Map...........................................................17
Neighborhood Analysis.........................................................18
   Neighborhood Map...........................................................21
Site Analysis.................................................................22
   Survey Map.................................................................24
   Tax Plat Map...............................................................25
   Flood Plain Map............................................................26
Description of Improvements...................................................27
   Site Plan..................................................................30
Photographs of Subject Property...............................................31
Subject Property Zoning.......................................................33
   Zoning Map.................................................................34
Highest and Best Use..........................................................35
Real Estate Tax Analysis......................................................39
Appraisal Procedure...........................................................40
Land Valuation................................................................42
   Land Sales.................................................................44
     Comparable Land Sales Map................................................47
   Land Valuation Summary.....................................................48
Cost Approach.................................................................53
   Subject's Marshall Valuation Cost Data.....................................54
   Cost Approach Summary......................................................60
Sales Comparison Approach.....................................................61
   Comparable Improved Sales Data.............................................63
     Comparable Improved Sales Map............................................73
   Sales Comparison Approach Analysis.........................................74
     Sales Comparison Approach Reconciliation.................................78
Income Capitalization Approach................................................79
   Comparable Improved Rental Data............................................81
     Comparable Improved Rental Map...........................................91
   Potential Gross Income Analysis............................................92


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                               Page 1
<PAGE>

                                                      Table of Contents, cont'd.
- --------------------------------------------------------------------------------

   Expense Analysis...........................................................96
   Stabilized Operating Statement.............................................98
   Direct Capitalization Rate Analysis........................................99
      Subject's Potential Mortgage Terms Analysis............................100
      Debt Coverage Ratio Analysis: A Test of Reasonableness.................101
      Income Capitalization Approach Reconciliation..........................102
Correlation and Final Estimate of Value......................................103
Certification of Value.......................................................105
Portfolio Sale Market Value Estimates........................................107
Certification of Value - Portfolio Sale Market Value Estimates...............114
Summary of Qualifications....................................................116
Addenda......................................................................120


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                               Page 2
<PAGE>

                                        SUMMARY OF IMPORTANT FACTS & CONCLUSIONS
================================================================================

VALUATION CONCLUSION:
  SINGLE ASSET VALUE ESTIMATE:           $1,255,000
    Cost Approach:                       $1,217,000
    Sales Comparison Approach:           $1,250,000
    Income Capitalization Approach:      $1,260,000

   INTEREST APPRAISED:                   Leased Fee

  VALUE ESTIMATE'S IMPLIED UNITS OF COMPARISON:
    Value/SF:                            $167.60/SF
    GIM:                                 9.99x
    Overall Rate:                        9.75%

AS IS PORTFOLIO SALE VALUE ESTIMATE:     $1,400,000

  SPECIAL LIMITING CONDITION: The portfolio sale value estimate specifically 
assumes the subject property is part of the 18 property portfolio defined 
herein.

  ESTIMATED MARKETING PERIOD:            12 months, assuming the subject is
                                         placed on the market at the final value
                                         estimate conclusion above

SIGNIFICANT APPRAISAL DATES:
  DATE OF APPRAISAL REPORT:              November 25, 1997
  EFFECTIVE DATE OF APPRAISAL:           November 24, 1997
  DATE OF INSPECTION:                    November 24, 1997

LOCATION:
  PHYSICAL LOCATION:                     S/s Beltline Highway, East of Bethel 
                                           Street
 CITY:                                   Paducah
 COUNTY:                                 McCrackin
 STATE:                                  Kentucky

LEGAL DESCRIPTION:
 TAX MAP/PARCEL:                         120-2-3/37

PROPERTY DESCRIPTION:
 LAND AREA:
  Acres:                                 1.000
  Square Feet:                           43,560
  Zoning:                                B-3 Business District

IMPROVEMENTS:
 Property Type:                          Retail
 Tenancy:         Single Tenant
 Size (Gross Building Area):             7,488 SF
 Size (Net Rentable Area):               7,488 SF
 Year Built:                             1997
 Physical Occupancy:                     100%


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                               Page 1
<PAGE>

                               SUMMARY OF IMPORTANT FACTS & CONCLUSIONS, CONT'D.
- --------------------------------------------------------------------------------

HIGHEST AND BEST USE:
  AS VACANT:                             Hold for investment and/or development
                                         as a single tenant "pad site" retail
                                         sales or commercial services facility.

  AS IMPROVED:                           Continued use as a retail services use
                                         on a single-tenant basis.

ESTIMATED INCOME OPERATING DATA:
  GROSS POTENTIAL INCOME:                $125,649
  OCCUPANCY AT DATE OF APPRAISAL:        100%
  STABILIZED VACANCY:                    1%
  NET OPERATING INCOME:                  $122,399


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                               Page 2
<PAGE>

                                                        THE APPRAISAL ASSIGNMENT
================================================================================

IDENTIFICATION OF SUBJECT PROPERTY

Property Name:                           Hollywood Video
Property Type:                           Retail
General Location:                        S/s Beltline Highway, East of
                                         Bethel Street
City:                                    Paducah
County:                                  McCrackin
State:                                   Kentucky
Tax Map/Parcel:                          120-2-3/37
Metes & Bounds Description:              N/A

PURPOSE & USE OF THE APPRAISAL REPORT

Purpose of Report:                       Estimate the "as is" market value of
                                         subject property. The reader is
                                         referred to the Definition of Terms
                                         section of the report for the
                                         definition of market value as utilized
                                         in this analysis.

Client's Intended Use of Report:         Assist in real estate mortgage finance
                                         underwriting of the subject property.

PROPERTY RIGHTS BEING APPRAISED

      The property rights being appraised are the Leased Fee interest in the
subject property. The reader is referred to the Definition of Terms section of
the report for the definition of Leased Fee as utilized in this analysis.

SIGNIFICANT DATES OF APPRAISAL

      The subject property is being appraised as of the effective date presented
below. The appraised property is subject to the market influences and economic
conditions that existed on that date. The Date of the Report represents the
approximate date the appraisal report was performed and/or completed.

Date of Appraisal Report:                November 24, 1997
Effective Date Of Appraisal:             November 24, 1997
Date of Inspection:                      November 24, 1997

SCOPE OF THE APPRAISAL

      In preparing this appraisal report, the appraisers have completed several
steps to assemble the data and form the opinions presented in this written
report.

      1.    Considered the complexity of the property and the appraisal
            assignment in the context of the purpose and intended use of the
            appraisal report.

      2.    Analyzed the Paducah economy and the subject neighborhood to
            determine the market conditions that effect the subject's market
            value.


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                                               THE APPRAISAL ASSIGNMENT, CONT'D.
- --------------------------------------------------------------------------------

      3.    Inspected the subject property and surrounding neighborhood.

      4.    Gathered physical and/or factual data on the subject recorded data,
            physical characteristics of the site and improvements, and legal
            restrictions imposed by the municipal government.

      5.    Analyzed the data gathered and determined their affects on market
            value in conjunction with the highest and best use of the real
            estate as if vacant and as improved.

      6.    Considered the appropriateness of the three traditional appraisal
            approaches to value including the cost approach, sales comparison
            approach and the income capitalization approach.

      7.    The application and process of each valuation approach are detailed
            in their respective report sections; however, the appraisers have
            thoroughly researched market data in each approach and have
            presented the most pertinent data and the reasoning and opinions
            leading to the conclusion of market value via each approach to
            value.

      8.    Reconciled the analysis and value indications by the three
            approaches to value into a final market value conclusion.

SUBJECT PROPERTY SALES HISTORY

      The following summarizes the most recent sales transaction and prior sales
history of the subject property:

Current Owner of Record:                 NOM Paducah, LP

COMMENT: The property was previously purchased as a large tract. The owner is
anticipating subdividing the frontage into small outparcels while the bulk of
the interior is offered for sale for a 15(plus or minus) acre retail site.

Most Recent Transaction Data:
         Transaction Date:               07/28/97
         Grantor:                        Fidelity Company, LLC
         Consideration:                  $335,000
         Deed Book/Page:                 876/229

Most Recent Transaction Data:
         Transaction Date:               01/96
         Grantor:                        Joe Shane
         Consideration:                  $1,250,000 or $67,568/acre (18.5 Acres)
         Deed Book/Page:                 843/452

      COMMENT: This transaction was the purchase of 18.5 acres, of which the
subject outparcel is a part of.


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<PAGE>

                                               THE APPRAISAL ASSIGNMENT, CONT'D.
- --------------------------------------------------------------------------------

Current Listing:                         No

     Comparison to
       Concluded Value:                  The January 1996 transaction was the
                                         sale of a larger 18.5 acre tract.. The
                                         large tract has recently been approved
                                         by the Paducah Zoning Department to
                                         subdivide including four outparcels
                                         with frontage along Beltline Highway.
                                         Therefore, the price per acre of the
                                         January 1996 transaction is not
                                         comparable to the subject one acre
                                         parcel.

                                         The $335,000 purchaset price for the
                                         subject in 1997 is the same as the
                                         estimated market value of the land. The
                                         sale price is supported by recent sales
                                         in the immediate vicinity of the
                                         subject.

                                         The bulk tract served as a drive-in
                                         theater site for several decades before
                                         closing in the early 1980s. The tract
                                         remains vacant to date with no
                                         improvements. The subject is the first
                                         outparcel sale from the 18.5 acres.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                               Page 5
<PAGE>

                                                             DEFINITION OF TERMS
================================================================================

1.    MARKET VALUE - The most probable price which a property should bring in a
      competitive and open market under all conditions requisite to a fair sale,
      the buyer and seller, each acting prudently and knowledgeably and assuming
      the price is not affected by undue stimulus. Implicit in this definition
      is the consummation of a sale as of a specified date and the passing of
      title from seller to buyer under conditions whereby:

      1.    Buyer and seller are typically motivated;

      2.    Both parties are well informed or well advised, and acting in what
            they consider their own best interests;

      3.    A reasonable time is allowed for exposure in the open market;

      4.    Payment is made in terms of cash in U.S. dollars or in terms of
            financial arrangements comparable thereto; and

      5.    The price represents the normal consideration for the property sold
            unaffected by special or creative financing or sales concessions
            granted by anyone associated with the sale.

            Sources:    1.    Comptroller of the Currency; 12 CFR Part 34
                              Section 34.42(f) of Federal Regulations.

                        2.    FDIC Final Rule on Title XI of the Financial
                              Institutions Reform, Recovery, and Enforcement Act
                              of 1989 (FIRREA), effective September 19, 1990, as
                              defined in 12 CFR Part 323.4.a.10.

2.    HIGHEST AND BEST USE - That reasonable and probable use that will support
      the highest present value, as defined, as of the effective date of the
      appraisal. Alternatively, that use, from among reasonably probable and
      legal alternative uses, found to be physically possible, appropriately
      supported, financially feasible, and which results in the highest land
      value.

3.    MARKET RENT - The rental income that a property would most probably
      command on the open market; indicated by current rents paid and asked for
      comparable space as of the date of appraisal.

4.    MARKET PRICE - The amount actually paid, or to be paid for a property in a
      particular transaction. This differs from market value in that it is an
      accomplished or historic fact, whereas market value is and remains an
      estimate until proven. Market price involves no assumption of prudent
      conduct by the parties, of absence of undue stimulus or of any other
      condition basic to the market value concept.

5.    APPRECIATION - Increase in value due to increase in cost to reproduce,
      value over the cost, or value at some specified earlier point in time,
      brought about by greater demand, improved economic conditions, increasing
      price levels, reversal


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<PAGE>

                                                   DEFINITIONS OF TERMS, CONT'D.
- --------------------------------------------------------------------------------

      of depreciating environmental trends, improved transportation facilities,
      direction of community or area growth, or other factors.

6.    DEPRECIATION - A loss of utility and hence value from any cause. An effect
      caused by deterioration and/or obsolescence.

7.    INVESTMENT VALUE - The value of an investment to a particular investor,
      based on his or her investment requirements; as distinguished from market
      value, which is impersonal and detached.

8.    FUNCTIONAL OBSOLESCENCE - Impairment of functional capacity or efficiency.
      Functional obsolescence reflects the loss in value brought about by such
      factors as overcapacity, inadequacy, and changes in the art, that affect
      the property item itself or its relation with other items comprising a
      larger property. The inability of a structure to perform adequately the
      function for which it is currently employed.

9.    EXTERNAL OBSOLESCENCE - Impairment of desirability or useful life arising
      from factors external to the property, such as economic forces or
      environmental changes which affect supply-demand relationships in the
      market. Loss in the use and value of a property arising from the factors
      of external obsolescence is to be distinguished from loss in value from
      physical deterioration and functional obsolescence, both of which are
      inherent in the property. Also referred to as locational or economic
      obsolescence.

10.   FEE SIMPLE ESTATE - Absolute ownership unencumbered by any other interest
      or estate; subject only to the limitations of eminent domain, escheat,
      police power, and taxation.

11.   LEASED FEE ESTATE - An ownership interest held by a landlord with the
      right of use and occupancy conveyed by lease to others; usually consists
      of the right to receive rent and the right to repossession at the
      termination of the lease.

12.   LEASEHOLD ESTATE - The right to use and occupy real estate for a stated
      term and under certain conditions; conveyed by a lease.

13.   PRESENT VALUE - The current monetary value. It is the today's cash lump
      sum which represents the current value of the right to collect future
      payments. It is the discounted value of aggregate future payments.

14.   GROSS SALES PROCEEDS - The total amount of invoiced sales, before
      deducting returns, allowances, etc. over the forecasted sellout period.

15.   FORECASTING - Predicting a future happening or condition based on past
      trends and the perceptions of market participants, tempered with
      analytical judgment concerning the continuation of these trends and the
      realization of these perceptions in the future.


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<PAGE>

                                                   DEFINITIONS OF TERMS, CONT'D.
- --------------------------------------------------------------------------------

16.   OVERALL CAPITALIZATION RATE - An income rate for a total property that
      reflects the relationship between a single year's net operating income
      expectancy or an annual average of several years' income expectancies and
      total price or value; used to convert net operating income into an
      indication of overall property value.

17.   DISCOUNT RATE - A rate of return on capital used to convert future
      payments or receipts into present value.

18.   INTERNAL RATE OF RETURN - The annualized rate of return on capital that is
      generated or capable of being generated within an investment or portfolio
      over the period of ownership; similar to the equity yield rate; often used
      to measure profitability after income taxes, i.e., the after-tax equity
      yield rate; the rate of discount that makes the net present value of an
      investment equal to zero; discounts all returns from an investment,
      including returns from its termination, to equal the original investment.

19.   RETAIL VALUE - The term "retail" refers to the aggregate sum of all the
      individual unit values as of the date of the appraisal. Generally applied
      to residential lot sales or condominium developments.

Source of Definitions: The American Institute of Real Estate Appraisers, The
Dictionary of Real Estate Appraisal; American Institute of Real Estate
Appraisers and Society of Real Estate Appraisers, Real Estate Terminology, Ed.
Byrl N Boyce (Cambridge, MA: Ballinger Publishing Company, 1981); or standard
industry definitions.

SUPPLEMENTAL DEFINITIONS

1.    MARKET VALUE "AS IS" ON APPRAISAL DATE: An estimate of the market value of
      a property in the condition observed upon inspection and as it physically
      and legally exists without hypothetical conditions, assumptions, or
      qualifications as of the date the appraisal is prepared.

2.    PROSPECTIVE VALUE UPON COMPLETION OF CONSTRUCTION: The Value presented
      assumes all proposed construction, conversion, rehabilitation is
      hypothetically completed, or under other specified hypothetical
      conditions, as of the future date when such construction completion is
      projected to occur. If anticipated market conditions indicate that
      stabilized occupancy is not likely as of the date of completion, this
      estimate shall reflect the market value of the property in its then
      "as-is" leased state (future cash flows must reflect additional lease-up
      costs, including tenant improvements and leasing commissions, for all
      areas not pre-leased). For properties where individual units are to be
      sold over a period of -time, this value should represent that point in
      time when all construction and development costs have been expended for
      that phase, or those phases, under valuation.

3.    PROSPECTIVE VALUE UPON ACHIEVING STABILIZED OCCUPANCY: The value presented
      assumes the property has attained the optimum level of long-term
      occupancy, which an income-producing real estate project is expected to
      achieve under


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<PAGE>

                                                   DEFINITIONS OF TERMS, CONT'D.
- --------------------------------------------------------------------------------

      competent management after exposure for leasing in the open market for a
      reasonable period of time at terms and conditions comparable to
      competitive offerings. The date of stabilization must be estimated and
      stated within the report.

4.    PROPOSED TRACT DEVELOPMENT: Means a project of five units or more that is
      constructed, or is to be constructed, as a single development. A tract
      development may be units in a subdivision, condominium project, timeshare
      project, or any similar project meant to be sold as individual units over
      a period of time.

5.    FAIR VALUE - The cash price that might reasonably be anticipated in a
      current sale under all conditions requisite to a fair sale. A "fair sale"
      means that buyer and seller are each acting prudently, knowledgeably, and
      under no necessity to buy or sell. "Current sale" means that the property
      is exposed to the open market for a reasonable time considering the
      property type and local market conditions. When a current sale is
      unlikely, i.e., when it is unlikely that the sale can be completed within
      12 months, the appraiser should discount to present value any and all cash
      flows which might be generated by the property to obtain the estimate of
      fair value. These cash flows include, but are not limited to, those
      arising from ownership, development, operation, and sale of the property.
      The discount applied should reflect the appraiser's judgement of what a
      prudent, knowledgeable purchaser under no necessity to buy would be
      willing to pay to purchase the property in a current sale. Whenever the
      appraiser believes that more than one year is necessary for a fair sale of
      the property, the appraiser shall state and justify the estimated holding
      period, cash flows and the discount rate applied.


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<PAGE>

                                              ASSUMPTION AND LIMITING CONDITIONS
================================================================================

      Standard Rule 2-2g of the Code of Professional Ethics and Standards of
Professional Conduct of the Appraisal Institute requires the appraiser to
clearly and accurately set forth all facts, assumptions and conditions that
affect the analysis, opinions and conclusions upon which the appraisal is based.
In compliance therewith, and to assist the reader in interpreting this report,
such assumptions and limiting conditions are set forth as follows:

1.    Title is assumed to be marketable and free and clear of all liens and
      encumbrances, easements, and restrictions except those specifically
      discussed in the report. The property is appraised assuming it to be under
      responsible ownership and competent management and available for its
      highest and best use.

2.    No opinion is intended to be expressed for legal matters or that would
      require specialized investigation or knowledge beyond that ordinarily
      employed by real estate appraisers, notwithstanding the fact that such
      matters may be discussed in the report.

3.    The date of value to which the opinions expressed in this report apply is
      set forth in the letter of transmittal. The appraiser assumes no
      responsibility for economic or physical factors occurring at some later
      date which may affect the opinion herein stated.

4.    The valuation is reported in dollars of currency prevailing on the date of
      appraisal.

5.    Maps, plats, and exhibits included herein are for illustration only as an
      aid in visualizing matters discussed within the report. They should not be
      considered as surveys or relied upon for any other purpose.

6.    All information and comments pertaining to this and other properties
      included in the report represent the personal opinion of the appraiser,
      formed after examination and study of the subject and other properties.
      While it is believed the information, estimates and analyses are correct,
      the appraiser does not guarantee them and assumes no liability for errors
      in fact, analysis or judgement.

7.    Neither all nor any part of the contents of this report (especially any
      conclusions as to value, the identity of the appraiser or the firm with
      which he is connected, or any reference to the Appraisal Institute or the
      MAI or RM designation) shall be disseminated to the public through
      advertising media, public relations media, news media, sales media or any
      other public means of communication without prior written consent and
      approval of the undersigned.

8.    The appraiser is not required to give testimony or to appear in court by
      reason of this appraisal, unless prior arrangements have been made.

9.    The distribution of the total valuation in this report between land and
      improvements applies only under the existing program of utilization. The
      separate valuations for land and buildings must not be used in conjunction
      with any other appraisal and are invalid if so used.


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                                    ASSUMPTIONS AND LIMITING CONDITIONS, CONT'D.
- --------------------------------------------------------------------------------

10.   Certain information concerning market and operating data was obtained from
      others. This information is verified and checked, where possible, and is
      used in this appraisal only if it is believed to be accurate and correct.
      However, such information is not guaranteed.

11.   Real Estate Values are influenced by a large number of external factors.
      The data contained herein is all of the data we consider necessary to
      support the value estimate. We have not knowingly withheld any pertinent
      facts, but we do not guarantee that we have knowledge of all factors which
      might influence the value of the subject. Due to rapid changes in the
      external factors, the value estimate is considered reliable only as of the
      date of the appraisal.

12.   Opinions of value contained herein are estimates. There is no guarantee,
      written or implied, that the subject property will sell for such amounts.

13.   It is assumed that there are no hidden or unapparent conditions of the
      property, subsoil, or structures which would render it more or less
      valuable. No responsibility is assumed for such conditions or for
      engineering which may be required to discover such factors.

14.   If the subject of the appraisal is an improved property, the appraiser has
      personally inspected the property and finds no obvious evidence of
      structural deficiencies except as stated in this report; however, no
      responsibility for hidden defects or conformity to specific governmental
      requirements, such as fire, building and safety, earthquake, or occupancy
      codes can be assumed without provision of specific professional or
      governmental inspections.

15.   Unless otherwise stated in this report, the existence of hazardous
      material, which may or may not be present on the property, was not
      observed by the appraiser. The appraiser has no knowledge of the existence
      of such materials on or in the property. The appraiser, however, is not
      qualified to detect such substances. The presence of substances such as
      asbestos, urea-formaldehyde foam insulation, or other potentially
      hazardous materials may affect the value of the property. The value
      estimate is predicated on the assumption that there is no such material on
      or in the property that would cause a loss in value. No responsibility is
      assumed for any such conditions, or for any expertise or engineering
      knowledge required to discover them. The client is urged to retain an
      expert in this field, if desired.

16.   We have not made a specific compliance survey and analysis of this
      property to determine whether or not it is in conformity with the various
      detailed requirements of the Americans with Disabilities Act (aka, ADA).
      It is possible that a compliance survey of the property together with a
      detailed analysis of the requirements of the ADA could reveal that the
      property is not in compliance with one or more of the requirements of the
      Act. If so, this fact could have a negative effect upon the value of the
      property. Since we have no direct evidence relating to this issue, we did
      not consider possible non-compliance with the requirements of ADA in
      estimating the value of the property.

17.   The value estimate assuming a portfolio sale specifically assumes the
      property is sold as part of the 18 property portfolio described within the
      attached report. As


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                                    ASSUMPTIONS AND LIMITING CONDITIONS, CONT'D.
- --------------------------------------------------------------------------------

      is the case with any value estimate, the portfolio sale value estimate is
      based on a sale within a typical marketing period of 12 months or less.
      Any fluctuations in market conditions can possibly have more significant
      effects on portfolio value than individual property sales.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 12
<PAGE>

                                               PADUCAH/MCCRACKEN COUNTY ANALYSIS
================================================================================

INTRODUCTION

      Paducah, the county seat of McCracken County, is the major economic center
and the largest urban area in west Kentucky's Jackson Purchase Region. Paducah
is located at the confluence of the Ohio and Tennessee Rivers (the head of the
Tennessee-Tombigbee Waterway) approximately 48 river miles east of the
confluence of the Ohio and Mississippi Rivers. Paducah is located 139 miles
northwest of Nashville, Tennessee; 167 miles southeast of St. Louis, Missouri;
and 215 miles southwest of Louisville, Kentucky. McCracken County, with a land
area of 251 square miles, had an estimated 1992 population of 63,707 persons.

HISTORY

      In 1795, General George Rogers Clark, the famous hero of the American
Revolutionary War, laid claim to the 37,000 acres at the mouth of the Tennessee
River on the basis of a Virginia Treasury warrant. The same site was also
claimed by the Porterfield family heirs on the basis of a Virginia Military
warrant. This dispute delayed settlement and eventually went to U.S. Supreme
Court. When General Clark died, his claim went to his younger brother William,
of Lewis and Clark fame. The deed transfer was accomplished for a mere $5.

      William Clark, in 1827, platted a town at this northernmost point of what
is now Tennessee Tombigbee Waterway. Formerly the site of the village of Pekin,
General Clark renamed this new town in honor of the Padouca Indians. In a letter
to his son, Lewis, on April 27, 1827 he said, "I expect to go to the mouth of
(the) Tennessee the 26th of next month and be absent about two weeks. I have
laid out a town there and intend to sell some lots (in) it, the name is
Pa-du-cah, once the largest Nation of Indians known in this Country, and now
almost forgotten".

      Local folklore speaks of the legendary Chief Paduke, a peaceful leader of
a Chickasaw subtribe that hunted in this region. A statue of the Chief, sculpted
by American artist Lorado Taft in 1909, presently stands on Jefferson boulevard
at 19th Street. A twin of this statue is in a fountain in front of Union Station
in Washington D.C. Paducah is the only major city in the Commonwealth of
Kentucky with an Indian name.

      Incorporated in 1830, Paducah's early growth was due to its strategic
location at the confluence of the mighty Ohio and Tennessee Rivers. Paducah
Marine Ways, a barge manufacturer founded in 1854, was the town's oldest
industry. The crucial river industry is Paducah's third largest employer.

POPULATION

      The Paducah area population has been growing at a moderate pace. However,
the city population has been declining as the county population increases. This
trend is not unusual for similar sized cities throughout the Southeast United
States. The following summarizes population historical data.


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                                               PADUCAH/MCCRACKEN COUNTY ANALYSIS
- --------------------------------------------------------------------------------

================================================================================
                                   POPULATION

                                1992*      1990       1980       1970
                                -----      ----       ----       ----

Labor Market Area             147,698    145,836    144,500    130,827

Paducah                        26,853     27,256     29,315     31,627
 
McCracken County               63,707     62,310     61,310     58,281
================================================================================
*POPULATION ESTIMATES
Source:U.S. Department of Commerce, Bureau of the Census
================================================================================

      The 1995 county population is presented in the following chart. The
population growth in the county from 1990 to 1995 exceeds the 10 year growth
over the previous decade and approaches the growth from 1970 to 1980. The
forecasted growth through the year 2020 equates to 3(plus or minus)% per decade,
which is about double the percentage growth of 1980 to 1990.

================================================================================
                             POPULATION PROJECTIONS

                                1995       2000       2010       2020
                                ----       ----       ----       ----

McCracken County               65,106     67,176     69,578     71,007

Paducah                        26,853     27,256     29,315     31,627

                               63,707     62,310     61,310     58,281
================================================================================
*POPULATION ESTIMATES
SOURCE: UNIVERSITY OF LOUISVILLE, URBAN RESEARCH INSTITUTE, KENTUCKY STATE DATA 
CENTER
================================================================================

THE ECONOMIC FRAMEWORK

      The total number of McCracken County residents employed in 1993 averaged
30,392. In 1992, manufacturing firms in the county reported 4,158 employees;
wholesale and retail trade provided 10,320 jobs; 8,411 people were employed in
service occupations; state and local government accounted for 3,116 employees;
and contract construction firms provided 1,498 jobs.

      The following table summarizes the largest manufacturing employers in the
McCrackin County area.


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<PAGE>

                                               PADUCAH/MCCRACKEN COUNTY ANALYSIS
- --------------------------------------------------------------------------------

           ==========================================================
                       LARGEST MANUFACTURING FIRMS (1996)

                                                             Average 
                                                           Employment
                                                           ----------
           
           Lockheed Martin Utility Services,                  1,800
           Inc.
           
           VMV Enterprises, Inc.                                546
           
           The Paducah Sun                                      167
           
           Hawley Products, Inc.                                165
           
           Walker Boat Yard                                     125
           
           H.B. Fuller                                          117
           ==========================================================
           SOURCE: KENTUCKY CABINET FOR ECONOMIC DEVELOPMENT
           ==========================================================

      There is a current estimated labor supply of 14,650 persons available for
industrial jobs in the labor market area. In addition, from 1995 through 1999,
10,422 young persons in the area will become 18 years of age and potentially
available for industrial jobs. McCracken County's labor force was 33,345 strong
in September 1997 with an unemployment rate of 5.1%.

================================================================================
                     MCCRACKEN COUNTY EMPLOYMENT STATISTICS

                        Civilian Labor                            Unemployment
                            Force        Employed    Unemployed       Rate
                            -----        --------    ----------       ----

       Current Month        33,345        31,629        1,716         5.1%

           1996             33,021        31,583        1,438         4.4%

            195             32,768        31,386        1,382         4.2%

           1994             32,450        30,766        1,684         5.2%

           1993             31,816        30,372        1,444         4.5%

           1992             31,441        29,817        1,624         5.2%
================================================================================
SOURCE: KY CABINET FOR WORKFORCE DEVELOPMENT, RESEARCH & STATISTICS BRANCH. 
CURRENT MONTH IS SEPTEMBER 1997.
================================================================================

TRANSPORTATION

      Major "AAA"-rated trucking highways serving the city include Interstate 24
and U.S. Highways 45, 60, and 62. The Interstate 24 Downtown Loop provides
direct access from downtown to Interstate 24. Twenty-five trucking companies
provide interstate and/or intrastate service to Paducah. Three maintain local
terminals. The Paducah &


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<PAGE>

                                               PADUCAH/MCCRACKEN COUNTY ANALYSIS
- --------------------------------------------------------------------------------

Louisville Railway provides main line rail service to Paducah. Connections with
the Illinois Central Railroad and the Burlington Northern Railroad are located
near Paducah. The Barkley Regional Airport, six miles west of Paducah, provides
scheduled commuter airline service. The Paducah-McCracken County Riverport
Authority operates a public riverport at the confluence of the Ohio, and
Tennessee Rivers.

POWER AND FUEL

      The Paducah Power System provides electric power to Paducah. The
PacifiCorp/Big Rivers Electric Corporation provides electric power to most of
McCracken County through the Jackson Purchase Electric Cooperative Corporation.
Kentucky Utilities Company provides electric power to a small portion of the
county. Western Kentucky Gas Company, provides natural gas service to Paducah.

EDUCATION

      The Paducah Independent School System and the McCracken County School
System each provide primary and secondary public education to McCracken County
residents. Both systems are accredited by the Southern Association of Colleges
and Schools. The Paducah Community College, a unit of the University of Kentucky
Community College System, confers associate degrees and had a fall 1993
enrollment of 3,241 students. Five other colleges and universities, including
Murray State University are located within 75 miles of Paducah. The West
Kentucky State Vocational-Technical School and the Paducah Area Vocational
Education Center, each provide vocational training in Paducah.

        =============================================================
                                    EDUCATION

                                        10 Mile    25 Mile    50 Mile
                                         Radius     Radius     Radius
                                         ------     ------     ------
        
        % High School Graduate            33.0       34.7       33.5
        
        % Some College (1 - 3 years)      18.9       17.1       16.2
        
        % College Graduate (4+ years)     19.3       16.5       16.3
        
        Average years of School           12.0       11.6       11.4
        Completed
        =============================================================
        Source: Kentucky Resources for Economic Development
        =============================================================

SUMMARY

      In summary, Paducah/McCracken County has experienced stable growth over
the past several years. The economic base is well-diversified, dominated by
industrial manufacturing and distribution. The overall quality of life in the
area is considered average to comparably sized urban areas in the United States.
The extended outlook for the area is positive given the continued growth of
industry in the area.


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<PAGE>

                              METROPOLITAN AREA MAP

                               [GRAPHICS OMITTED]


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 17
<PAGE>

                                                           NEIGHBORHOOD ANALYSIS
================================================================================

NEIGHBORHOOD DEFINED

      A neighborhood, as defined by the 9th edition of The Appraisal of Real
Estate is "a grouping of complementary land uses" effected by similar operation
of the four forces that affect property value. These forces include social,
economic, governmental and environmental factors. A neighborhood is further
defined by the revised edition of Real Estate Appraisal Terminology as being a
portion of a larger community, or an entire community, in which there is a
homogeneous grouping of inhabitants, buildings or business enterprises.
Neighborhood boundaries may consist of well-defined natural or manmade barriers
or they may be more or less defined by a distinct change in land use or in the
character of the inhabitants. The overriding purpose of describing and analyzing
a particular neighborhood is to observe and/or quantify data indicating
discernible patterns or urban growth, structure and change that may enhance or
detract from property values.

NEIGHBORHOOD BOUNDARIES

NORTH:    Tennessee River
EAST:     Sullivan Drive/SH-50
SOUTH:    IH-24
WEST:     Island Creek

GENERAL NEIGHBORHOOD DATA

DISTANCE FROM CBD:               2 miles to the north
PERCENT BUILT-UP:                80%
GENERAL LAND USES:
  Single Family:                 50%; 20 to 45 years old; $60,000 to $150,000
                                 typical value range, large lots typical

  Apartment:                     5%; 5 to 30 years old
  Retail, Office:                10%; new to 40 years old
  Industrial:                    15%

TYPES OF COMMERCIAL TENANCIES:

  Predominant:                   Multi-tenant
  Secondary:                     Single tenant
PREDOMINANT PROPERTY AGE RANGE:  1950's - 1970's for residential 1950's to
                                 1990's for commercial

NEIGHBORHOOD LIFE CYCLE STAGE:   Stable to growing
PUBLIC TRANSPORTATION:           None, typical

      COMMENTS: A review of the neighborhood data indicates no adverse
influences that would materially have a negative effect on the subject property
given the property type.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 18
<PAGE>

                                                  NEIGHBORHOOD ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

MAJOR TRAFFIC ARTERIES/ACCESS

<TABLE>
<CAPTION>
===========================================================================================
Street Name          Type                             Direction             No. of Lanes
- -------------------------------------------------------------------------------------------
<S>                  <C>                              <C>          <C>
IH-24                Primary regional interstate      Northwest-   4 lane with grass median
                     highway                          Southeast    Limited access highway
- -------------------------------------------------------------------------------------------
Sullivan Street      Primary interior artery          Encircles    4 lane
                                                      city
- -------------------------------------------------------------------------------------------
US-60 (Beltline      Primary artery                   East-West    4 lane
Highway)
- -------------------------------------------------------------------------------------------
SH-50/Husband Road   Planned Primary route to IH-24   North-       4 lane
                     under construction               South
===========================================================================================
</TABLE>

      ACCESSIBILITY: The major traffic arteries provide good ingress and egress
for the neighborhood. The subject property is located on a primary neighborhood
artery with moderate traffic counts. Under construction is the Husband
Road/SH-50 route which will allow more direct access to the subject
neighborhood's commercial development and also allow more convenient access to
downtown Paducah. The connector will be a continuation of Sullivan Street which
extends around the north and east edge of the CBD.

NEIGHBORHOOD UTILITIES & INFRASTRUCTURE

================================================================================
Item                Adequacy       Provider                Cost
- --------------------------------------------------------------------------------
Sewer               Adequate       Public                  Typical
- --------------------------------------------------------------------------------
Water               Adequate       Public                  Typical
- --------------------------------------------------------------------------------
Gas                 Adequate       Local Gas Company       Typical
- --------------------------------------------------------------------------------
Power               Adequate       Local Electric Co       Typical
- --------------------------------------------------------------------------------
Telephone           Adequate       Regional                Typical
- --------------------------------------------------------------------------------
Interior Roads      Adequate       Public                  N/A
================================================================================

      COMMENTS: The neighborhood utilities and infrastructure are considered
typical for the area and no negative influences are noted.

TRENDS

      GENERAL NEIGHBORHOOD HISTORY: The eastern quadrant of Paducah has a
variety of industrial and retail/commercial service uses. The Sullivan Street
and Beltline Highway intersection was once known as the only concentrated retail
district in the area. Paducah's only shopping mall sat on the now Wal-mart Super
Center site in the 1970s. Thus some older commercial and industrial development,
including established


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 19
<PAGE>

                                                  NEIGHBORHOOD ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

residential neighborhoods, are existing. The new Husband Road/SH-50 route to
IH-24 will have a positive effect on the immediate area of the subject allowing
much improved access to Wal-mart shopping center area from IH-24.

      NEW DEVELOPMENT: The immediate area of the subject has received several
new improvements over the past few years. Advance Auto Parts and Burger King are
currently under construction. Two local bank branches have also been built in
the past few years. Other free standing commercial uses have been built over the
past year. A Kroger Shopping Center was built in the mid 1980s. The large
15(plus or minus) tract directly behind the subject property is planned for
another retail use in the future.

CONCLUSIONS

      The subject neighborhood continues to grow at a steady pace keeping up
with the demand of a growing market area. The convenience of the neighborhood to
the Interstate system will improve as the new access route in completed in early
1998. Interior demographics are well established and the new route will allow
improved access from the interstate and surrounding neighborhoods. These Paducah
attributes will provide this neighborhood with good long term potential for
continued growth.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 20
<PAGE>

                                NEIGHBORHOOD MAP

                               [GRAPHICS OMITTED]


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 21
<PAGE>

                                                                   SITE ANALYSIS
================================================================================

LOCATION:                        S/s Beltline Highway, East of Bethel Street

SIZE:
     ACRES:                      1.000
     SQUARE FEET (SF):           43,560 SF
     SOURCE:                     Survey of site

SHAPE:                           Square

FRONTAGE:
     BELTLINE HIGHWAY:           216'; the subject tract will have an entrance
                                 at Beltline Access Road, which is a planned
                                 access road to the larger retail site adjacent
                                 to the south of the subject site.

STREET IMPROVEMENTS:
     BELTLINE HIGHWAY:
       Street Type:              Primary artery
       Traffic Direction:        east-west
       Quality; Condition:       Asphalt with curbs and gutters; average overall
                                 condition

       Number of Lanes:          four; with one turn lane, bi-directional
       Driveway Cuts:            None; The subject tract will have two curb cuts
                                 on an access drive which is a planned provide
                                 access to the planned retail site adjacent to
                                 the south of the subject site. The roadway will
                                 be built as the subject is developed by the
                                 developer of the larger bulk tract.

       General Traffic Patterns: Moderate neighborhood traffic

VISIBILITY:                      Good

INGRESS/EGRESS:                  Good.

TOPOGRAPHY:                      Level, slightly below grade, rough grade only.

SUBSOIL CONDITIONS & DRAINAGE:   The appraisers are not aware of an engineering
                                 study made to determine the subsoil conditions.
                                 Upon inspection of the subject and surrounding
                                 improvements, conditions appear adequate to
                                 support the subject structure. Drainage appears
                                 to be adequate.

FLOOD PLAIN:                     No
     FEMA MAP #:                 210152 0007 D
     EFFECTIVE DATE:             02/12/82


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 22
<PAGE>

                                                          SITE ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

NUISANCES & HAZARDS:

ENVIRONMENTAL:                   Based on our site inspection, the appraisers
                                 did not observe any hazardous materials on the
                                 subject site. However, the appraisers are not
                                 qualified to detect such substances and would
                                 recommend an environmental audit be performed
                                 by an expert in this field to determine the
                                 possible existence of any potentially hazardous
                                 substances. No responsibility is assumed by the
                                 appraisers for any such conditions and the
                                 value estimate contained in this report is
                                 predicated on the assumption that there are no
                                 such hazardous materials existing on the site.

     GENERAL:                    No other nuisances or potential hazards were
                                 noted.

EASEMENTS:                       Neither the survey nor the on-site inspection
                                 of the property indicated any unusual or
                                 detrimental easements other than typical
                                 utility easements.

UTILITIES & SERVICES:            All typical public utilities including sewer,
                                 water, gas, electric and telephone will be
                                 extended to the site by the seller and will be
                                 available. Capacity is considered adequate for
                                 any potential feasible development of the site.

SURROUNDING LAND USES:           Retail and industrial uses are abundant along
                                 the Beltline Highway. The subject site is the
                                 furthermost western retail commercial site.
                                 Industrial use and some residential continue to
                                 the west. High density retail commercial use
                                 extend east and north of the subject. A new
                                 Wal-mart Super Center with approximately 35,000
                                 SF of retail shop space opened in late 1995
                                 directly across Beltline Highway from the
                                 subject. Occupancy of the shop space is 85%.
                                 Fast food restaurants and various free standing
                                 commercial uses are located to the east on both
                                 sides of the Beltline Highway.

      CONCLUSION: The subject site is compatible with surrounding parcels both
in physical features and use. Additionally, it is functionally adequate for the
proposed improvements and development of any potential feasible development
consistent with surrounding land uses. There is no evidence of any negative site
factors that would hamper the proposed use, value, or marketability of the
subject site.

      The reader is directed to the site analysis exhibits provided on the
following pages.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 23
<PAGE>

                                   SURVEY MAP

                               [GRAPHICS OMITTED]


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 24
<PAGE>

                                  TAX PLAT MAP

                               [GRAPHICS OMITTED]


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 25
<PAGE>

                                 FLOOD PLAIN MAP

                               [GRAPHICS OMITTED]


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 26
<PAGE>

                                                     DESCRIPTION OF IMPROVEMENTS
================================================================================

      The data and analysis included in this report section describes the
building and improvement data relevant to the appraisal problem. Sources of the
data are identified and information not available to the appraiser is noted
where necessary. The data presented is analyzed based upon the functional
utility and physical condition relative to their influence on the value
conclusion of this assignment.

PROPERTY TYPE AND CHARACTER

PROPERTY TYPE:                   Retail (single tenant, build-to-suit for
                                 Hollywood Video)

BUILDING AGE:
     Year Built:                 1997
     Actual Age:                 0 years
     Total Economic Life:        50 years*
     Effective Age:              0 years*
     Remaining Economic Life:    50 years*
     * See Condition Analysis to follow

NO. OF STORIES:                  1

SIZE:
     Gross Building Area (GBA):  7,488 SF
     Net Rentable Area (NRA):    7,488 SF
     Source:                     Survey; prototype size for Hollywood Video
     Floor-to-Area Ratio:        0.17:1

BAY WIDTH:                       72' X 104'

      COMMENT: The subject building is a build-to-suit development for Hollywood
Video. The space is rectangular and adaptable to other tenants or possibly
subdivision into multi-tenant space if Hollywood Video vacated. In addition, the
developer installed additional utility hook-ups for separate metering for
multi-tenant space. The HVAC system is designed so that it will be adaptable to
multi-tenant use.

TENANCY:

     No. of Tenants:             1
     Type Occupancy:             Single Tenant; freestanding build-to-suit
     Current Physical Occupancy: 100%


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 27
<PAGE>

                                            DESCRIPTION OF IMPROVEMENTS, CONT'D.
- --------------------------------------------------------------------------------

GENERAL CONSTRUCTION COMPONENTS

DATA SOURCES:

     Building Plans Provided:    Plans and specifications were not made
                                 available to the appraisers.

     Other:                      The subject is a prototype freestanding
                                 Hollywood Video store. The following
                                 description is based on the conversations with
                                 the developer and inspection of the subject
                                 property.

FOUNDATION:                      Concrete slab

STRUCTURAL SYSTEM:               Prefabricated modular wood frame building.

ROOF SYSTEM:                     Built-up composition cover over metal rib
                                 decking on steel-bar joists

EXTERIOR WALLS:                  Wood frame with insulated dryvit panels.

EXTERIOR DOORS:                  Storefront glass in aluminum frame

EXTERIOR WINDOWS:                Glass in aluminum frame

ELECTRICAL:                      Electrical fixtures and systems were noted to
                                 be in average quality. Average commercial
                                 service. Assumed to comply with all governing
                                 codes and good industry standard practice.

H.V.A.C.:                        100% Packaged HVAC

PLUMBING:                        A men's and women's restroom. Adequate
                                 plumbing.

      COMMENTS: The subject improvements consists of a single tenant,
freestanding retail building. The floor plan is rectangular and conforms to the
shape of the site with a width of approximately 72 feet and a length of
approximately 104 feet.

SITE IMPROVEMENTS

SIGNAGE:                           A pylon sign at the road.

PARKING AREA:                      Asphalt paved with adequate parking spaces


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 28
<PAGE>

                                            DESCRIPTION OF IMPROVEMENTS, CONT'D.
- --------------------------------------------------------------------------------

     NO. OF SPACES:              55
     NO./1,000 SF OF GBA:        7.35/1,000 SF

CONCRETE WALKS:                  Concrete along retail area

CONDITION/QUALITY

CONSTRUCTION QUALITY:            Average

CONDITION OF IMPROVEMENTS:       Excellent (new construction)

EFFECTIVE AGE ANALYSIS

      The improvements actual age is 0 years since it was completed within the
past month or two.. The typical economic life for similar structures is 50
years. Inasmuch as the subject will be new construction, a 50 year remaining
economic life is considered reasonable before significant capital expenditures
would be required to extend the economic life. This yields an estimated 0 year
effective age.

FUNCTIONAL UTILITY ANALYSIS

      The overall property is considered to have average functional utility
based upon the property type and use. The placement of the building on the site
is considered to be functional with good visibility from the road.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 29
<PAGE>

                                    SITE PLAN

                               [GRAPHICS OMITTED]


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 30
<PAGE>

                         PHOTOGRAPHS OF SUBJECT PROPERTY

                               [GRAPHICS OMITTED]

             View of the subject along Beltline Highway facing east.

                               [GRAPHICS OMITTED]

             View of the subject along Beltline Highway facing west.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 31
<PAGE>

                         PHOTOGRAPHS OF SUBJECT PROPERTY

                               [GRAPHICS OMITTED]

                 View of subject site from the Burger King site.

                               [GRAPHICS OMITTED]

View of the Wal-Mart Shopping Center to the north of the subject.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 32
<PAGE>

                                                         SUBJECT PROPERTY ZONING

================================================================================

SUBJECT ZONING DATA SUMMARY

SUBJECT ZONING DESIGNATION:      B-3 Business District

ZONING AUTHORITY:                City of Paducah

PURPOSE OF ZONING DISTRICT:      Intended to provide for a wide range of
                                 commercial uses and concerned with retail trade
                                 and consumer services; amusement and
                                 entertainment establishment; drive-in stores,
                                 eating places and financial institutions; and
                                 offices. The uses in these districts service a
                                 wide market area and, therefore, ease of
                                 automotive access is a requisite.

PERMITTED USES:                  Commercial activities that are permitted by
                                 right are convenience sales and services,
                                 automotive parking, transient habitation, food
                                 service, medical service, general personal
                                 service, financial services, consulting and
                                 administrative services, business and
                                 communication services, undertaking service,
                                 drive-in food service, automotive services,
                                 general retail sales and service, consumer
                                 laundry and repair, retail business supply,
                                 group assembly, automotive repair and cleaning,
                                 animal care, wholesale sales, and construction
                                 sales and service.

REGULATIONS

MINIMUM FRONT YARD:              20'
     SIDE YARD:                  15'
     REAR YARD:                  15'

IMPROVEMENTS CONFORMITY:         Proposed improvements conform to the zoning
                                 regulations. The developer's site plan for the
                                 proposed subdivision of which the subject is a
                                 part was approved in the first week of June,
                                 1997.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 33
<PAGE>

                                   ZONING PLAN

                               [GRAPHICS OMITTED]


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 34
<PAGE>

                                                            HIGHEST AND BEST USE
================================================================================

INTRODUCTION

      In highest and best use analysis, an appraiser identifies the most
profitable, competitive use to which a property can be utilized. Highest and
best use may be defined as:

      The reasonably probable and legal use of vacant land or an improved
      property, which is physically possible, appropriately supported,
      financially feasible, and that results in the highest value.(1)

      Proper analysis includes consideration of the highest and best use of a
given property 1) as if vacant, and 2) as improved. The purpose of determining
the highest and best use of land as though vacant is to identify a site's
potential use, which governs its value. The purpose of determining the highest
and best use of property as improved is to identify the use that is expected to
produce the greatest overall return on the capital invested, and to assist the
appraiser in the selection of comparable properties.

      A property's highest and best use must be 1) physically possible, 2)
legally permissible, 3) financially feasible, and 4) maximally productive. These
criteria will be considered sequentially and conditionally in this section of
the appraisal report.

      The highest and best use analysis and conclusions form the foundation for
the application of the three approaches to value and the reconciliation and
final value estimate. The data presented in the previous sections of this report
is analyzed and used as support for establishing the opinion of highest and best
use. Therefore, only the more distinctive characteristics from each section that
have substantial impact on the highest and best use are analyzed. The reader is
referred to the previous sections for the detailed data.

HIGHEST AND BEST USE AS VACANT

      The initial step in analyzing the highest and best us of the appraised
property is to consider the land as if vacant. Highest and best use of land or a
site as vacant assumes that a parcel of land is vacant or can be made vacant by
demolishing any improvements.

1.    PHYSICALLY POSSIBLE

      The size, shape, location, topography, and surrounding land use pattern of
a parcel of land affects its physical utility and adaptability. These and other
physical characteristics are considered in analyzing the physical capabilities
of the site and most probable uses.

      REPORT SECTION REFERENCE:  Site Analysis and Neighborhood Analysis

- ----------
      (1) The Appraisal of Real Estate, Ninth Edition, (Chicago: AMERICAN
INSTITUTE OF REAL ESTATE APPRAISERS, 1987), p. 269.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 35
<PAGE>

                                                   HIGHEST AND BEST USE, CONT'D.
- --------------------------------------------------------------------------------

     GENERAL SITE FEATURES:
       Physical Characteristics: The frontage, level topography, soil conditions
                                 and 1.000 acre size are functional for almost
                                 any type of development consistent with
                                 neighborhood trends. No unusual site
                                 development costs would be required.

       Utilities & Services:     All public utilities are available to the site
                                 in adequate supply and capacity to permit
                                 development of any probable use of the site.
                                 The site fronts on a public street that is in
                                 good condition.

       Functional Utility:       Considering the general site features, the
                                 functional utility and physical adaptability of
                                 the subject site is considered average and will
                                 allow most any typical development prevalent in
                                 the area.

     SURROUNDING LAND USES:      Retail uses are abundant along Beltline Highway
                                 where one neighborhood shopping center and a
                                 community shopping center are located along
                                 with single tenant retail uses. Established
                                 residential uses are located in the interior.

     PHYSICALLY POSSIBLE CONCLUSION: The physical characteristics of the site
and available utilities and services are adequate for a variety of uses and do
not significantly limit the potential development of the site except to the
density which would be allowed under the current zoning.

2.   LEGALLY PERMISSIBLE USES

     The analysis of legally permissible uses of the property includes
consideration of zoning ordinances, private and deed restrictions, historic
district controls and environmental regulations.

     REPORT SECTION REFERENCE:   Zoning Analysis

     ZONING DESIGNATION:         B-3 Business District

     PERMITTED USES:             Intended to provide adequate and suitable space
                                 for a wide variety of commercial activities.
                                 Activities that are permitted by right are
                                 convenience sales and services, automotive
                                 parking, transient habitation, food service,
                                 medical service, and financial services. See
                                 Zoning Analysis for more information.

     DEED RESTRICTIONS:          None known to the appraisers


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 36
<PAGE>

                                                   HIGHEST AND BEST USE, CONT'D.
- --------------------------------------------------------------------------------

     PUBLIC RESTRICTIONS:        No public restrictions are known.

     POSSIBILITY OF
       ZONING CHANGE:            Not Likely

     LEGALLY PERMISSIBLE USES CONCLUSIONS: Based upon the factors analyzed and
the legally permissible uses for the subject, the best uses appear to be retail
services.

3.   FINANCIALLY FEASIBLE

     In determining which uses are physically possible and legally permissible,
an appraiser eliminates some uses from consideration. Then the uses that meet
the first two criteria are analyzed further to determine which are likely to
produce an income, or return, equal to or greater than the amount required to
satisfy operating expenses, financial obligations and capital amortization. All
uses that are expected to produce a positive return are regarded as financially
feasible.

     MOST PROBABLE USES:         Based upon the analysis of physically possible
                                 uses and legally permissible uses, the best and
                                 most probable uses are limited to single tenant
                                 or limited multi-tenant retail space.

     FEASIBILITY:                All of the most probable uses listed above are
                                 considered financially feasible based upon land
                                 values in the immediate area.

     Income:                     The use with the highest potential net
                                 operating income is retail sales, particularly
                                 a single tenant "pad site" user such as the
                                 proposed video store, restaurant, branch bank
                                 or other single tenant retail store pad user.

     Occupancies:                Overall occupancy for retail shop space in the
                                 area is estimated to be near 94%+.

     FEASIBILITY CONCLUSION: The analysis of potential income and return on
investment as well as demand (occupancy) indicates that retail services with a
low percentage of office space would yield the highest return.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 37
<PAGE>

                                                   HIGHEST AND BEST USE, CONT'D.
- --------------------------------------------------------------------------------

4.   MAXIMALLY PRODUCTIVE

     A comparison of the financially feasible uses indicates that retail
services with low office percentage would yield the highest return to the land.

HIGHEST AND BEST USE
  AS IF VACANT STATEMENT:        The highest and best use of the subject site as
                                 vacant is development with a single tenant "pad
                                 site" retail sales or commercial services
                                 facility.

HIGHEST AND BEST USE AS IMPROVED

     The preceding analysis of the site as vacant is also relevant to the
highest and best use of the subject property, as improved. If the existing
improvements are the same as those indicated for the highest and best use as
vacant, the four tests for highest and best use do not have to be applied here
because the conclusions reached in testing for the highest and best use of the
site as though vacant are applicable to the analysis as improved.

CONFORMANCE TO HIGHEST AND BEST
  USE AS VACANT:                 The existing improvements of the subject
                                 property generally conform to the highest and
                                 best use as vacant.

POSSIBLE DEMOLITION, RENOVATION 
  OR CONVERSION IN USE:          A comparison of the land value estimate and the
                                 value estimate of the property as improved in
                                 the forthcoming valuation section indicates
                                 that the improvements contribute significant
                                 value to the property. Therefore, demolition is
                                 not justified. An economic analysis shows
                                 remodeling, renovation or conversion of the
                                 subject to another use is not economically
                                 justified.

HIGHEST & BEST USE
  AS IMPROVED STATEMENT:         The highest and best use as improved is
                                 continued use as single tenant retail building.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 38
<PAGE>

                                                        REAL ESTATE TAX ANALYSIS
================================================================================

SUBJECT REAL ESTATE TAX DATA

     REAL ESTATE TAX DISTRICT:   Paducah/McCrackin County
     REAL ESTATE TAX RATE:       $.01309 per 100% of appraised value
     ASSESSMENT RATIO:           100%
     TAX APPRAISED VALUE:        $1,250,000; current As Is includes bulk tract
                                 consisting of 18.5 vacant acres. At sell, the
                                 value of the subject will be changed to
                                 $335,000 which is the contract price.

SUBJECT TAX EXPENSE ANALYSIS:    Since the subject was completed within the past
                                 two months, the Tax Assessor's office has not
                                 completed an appraisal of the property.
                                 Therefore, the appraiser must estimate the
                                 potential tax expense for the subject.

                                 The subject project is difficult to estimate
                                 due to the absence of truly comparable
                                 properties in the area similar in age. Tax
                                 values on properties were not available form
                                 the tax assessor. However, the Tax office
                                 indicated that the value of property is
                                 typically adjusted once a property sales. Other
                                 properties are estimated depending on use. The
                                 current market value of the proposed subject
                                 property indicates an annual tax expense to the
                                 Lessee of $16,363. This is based on a rate of
                                 1.309% applied to 100% of the market value.
                                 However, since an actual sale will not have
                                 occurred of the Hollywood Video property, it is
                                 likely that a much lower assessed value will be
                                 derived by the Tax Assessor.

                                 Since the subject tenant will be responsible
                                 for payment of the real estate taxes, the
                                 actual calculation or estimate of the subject
                                 tax expense does not effect the market value
                                 estimate of the subject property.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 39
<PAGE>

                                                             APPRAISAL PROCEDURE
================================================================================

INTRODUCTION

     The estimation of market value of a property that is being appraised is
accomplished by the comparison and analysis of as many techniques as are
appropriate. Three approaches are generally used to produce value indications.

COST APPROACH:                   This valuation technique is based on the
                                 premise that the value of a property can be
                                 indicated by the current cost to construct a
                                 reproduction or replacement of the improvements
                                 minus the amount of depreciation evident in the
                                 structures from all causes plus the value of
                                 the land and entrepreneurial profit. The Cost
                                 Approach is particularly useful for appraising
                                 new or nearly new improvements. Current costs
                                 for constructing improvements are derived from
                                 cost estimators, cost publications, builders or
                                 contractors. Depreciation is measured by market
                                 research and/or through the application of
                                 specific mathematical procedures. Land value is
                                 estimated separately by direct sales
                                 comparison.

SALES COMPARISON APPROACH        This approach is most viable when an adequate
                                 number of properties of similar type have been
                                 sold recently or are currently offered for sale
                                 in the subject market. The application of this
                                 approach produces a value indication for a
                                 property through comparison with similar
                                 properties, called comparable sales. The sale
                                 prices of properties judged to be most
                                 comparable tend to set a range in which the
                                 value indication for the subject falls.

INCOME CAPITALIZATION APPROACH:  This approach to value is applicable to
                                 properties capable of producing a net income
                                 stream. By using the income capitalization
                                 approach, the appraiser measures the present
                                 value of the future benefits of property
                                 ownership. Income streams and the value of
                                 property upon resale (reversion) are
                                 capitalized or converted into a present,
                                 lump-sum value. Research and analysis of data
                                 for this approach are conducted against a
                                 background of supply and demand relationships.
                                 This background provides information on trends
                                 and market anticipation that must be verified
                                 for data analysis.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 40
<PAGE>

                                                    APPRAISAL PROCEDURE, CONT'D.
- --------------------------------------------------------------------------------

RECONCILIATION OF APPROACHES:    The strengths and weaknesses of each approach
                                 used are weighed in the final analysis. The
                                 approach or approaches offering the greatest
                                 quantity and quality of supporting data are
                                 typically given most consideration and the
                                 final estimate of value is correlated.

APPROACHES UTILIZED
     IN THIS ASSIGNMENT:         The Cost, Sales Comparison and Income
                                 Capitalization Approaches to value have each
                                 been utilized in estimating the market value of
                                 the subject property as of the effective date
                                 of appraisal.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 41
<PAGE>

                                                                  LAND VALUATION
================================================================================

INTRODUCTION

     A reliable value indication for the subject parcel is provided by an
analysis and comparison of other comparable sites which have sold in the
marketplace. Many factors influence the price of land. The technique involved in
the value estimate of the land uses the principle of substitution as the basis
for analysis, and the methodology includes an analysis of what buyers in the
area have been paying for similar properties. Therefore, the value of the
subject site is derived from sales and listings of comparable properties in the
area. The comparable land sales included in this report are analyzed with
respect to market conditions (time), location, physical characteristics
(functional utility) and size.

     Dollar or percentage adjustments are made to the sale price of each
comparable. Positive adjustments are made for deficiencies in the comparable
property relative to the subject site. Negative adjustments are made for
superior characteristics of the sale relative to the subject. When sufficient
sales data is available, a "paired sales" analysis is utilized. This is a
procedure in which sales are compared in pairs to identify the effect of
specific differences on sale price. When such data is unavailable or
inconclusive, adjustments are made based on discussions with active market
participants (buyers, sellers, investors and developers), historical sales data,
or the appraiser's experience in valuing similar properties.

     The sales on the following pages are considered to have a reasonable degree
of comparability to the land being appraised. In formation pertaining to these
transactions has been verified by either the buyer, seller, broker, or other
sources considered reliable and having knowledge of the particular transaction.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 42
<PAGE>

                                                         LAND VALUATION, CONT'D.
- --------------------------------------------------------------------------------


                                                      COMPARABLE LAND SALES DATA
- --------------------------------------------------------------------------------


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 43
<PAGE>

                                                     LAND SALE COMPARABLE NO. 1:
- --------------------------------------------------------------------------------

PROPERTY DATA

  Location:   N/S of Beltline Hwy, East of Bethel Street

  County:     McCrackin

  Grantor:    THF Paducah Development LP

  Grantee:    Mid-America Hotels Corporation

  Map(s):     N/A

  Parcel(s):

  Sale Date:  05/15/97           Book/Page:        872  /  345

SITE DATA

  Size (Acres):  1

  Size (SF):     43,560

  Zoning:        B-3

  Utilities:     All available

  Frontage:      247' on Beltline Hwy

  Shape:         Square

  Topography:    Level

  Easements:     None noted

  Improvements:  None of value

  Intended Use:    Burger King Restaurant

TRANSACTION DATA

  Consideration:    $350,000                 Price/SF:     $8.03

  Cash Equivalent:  $350,000            Adj. Price/SF:     $8.03

  Financing:        Cash to seller

  Verified By:      Broker

  Comp_Code:        1238

COMMENTS: This tract is an outlot of the Wal-Mart Super Center and shops. This
          parcel is on the southeast corner of the main entrance to the shopping
          center.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 44
<PAGE>

                                                     LAND SALE COMPARABLE NO. 2:
- --------------------------------------------------------------------------------

PROPERTY DATA

  Location:   N/s of Beltline Highway, West side of Wendy's Restaurant

  County:     McCrackin

  Grantor:    John W. & June R. Keiler

  Grantee:    Three-J Corporation

  Map(s):     N/A

  Parcel(s):


  Sale Date:  05/02/96             Book/Page:         853  /  83

SITE DATA

  Size (Acres):  0.5252

  Size (SF):     22,878

  Zoning:        B-3

  Utilities:     All available

  Frontage:      N/A

  Shape:         Irregular

  Topography:    Slightly below grade

  Easements:     None noted

  Improvements:  None of value at sale date

  Intended Use:  Purchased by adjacent land owner ( Wendy's )

TRANSACTION DATA

  Consideration:    $160,000                 Price/SF:      $6.99

  Cash Equivalent:  $160,000            Adj. Price/SF:      $6.99

  Financing:        Cash to seller

  Verified By:      Broker

  Comp_Code:        1239

COMMENTS: This tract is adjacent to the existing Wendy's restaurant. The site
          will need fill work as it now retains water.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 45
<PAGE>

                                                     LAND SALE COMPARABLE NO. 3:
- --------------------------------------------------------------------------------

PROPERTY DATA

  Location:   N/s of Beltline Hwy, West of Sullivan Street

  County:     McCrackin

  Grantor:    John W. Keiler II & June Keiler

  Grantee:    THF Paducah Development,LP

  Map(s):     N/A

  Parcel(s):

  Sale Date:  01/23/95               Book/Page:     825  /  463

SITE DATA

  Size (Acres):  0.71021

  Size (SF):     30,937

  Zoning:        B-3

  Utilities:     All Available

  Frontage:      250' on Beltline Hwy, west of Sullivan Street

  Shape:         Irregular

  Topography:    Level

  Easements:     None noted

  Improvements:  None of value at sale date

  Intended Use:  Investment

TRANSACTION DATA

  Consideration:    $200,000                Price/SF:      $6.46

  Cash Equivalent:  $200,000           Adj. Price/SF:      $6.46

  Financing:        Cash to seller

  Verified By:      Broker

  Comp_Code:        1240

COMMENTS: Purchased in conjunction with 3 other tracts for development of the
          Wal-Mart Superstore and adjoining shops. The property had formerly
          been utilized as part of the parking lot from previous center.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 46
<PAGE>

                                  LAND SALE MAP

                               [GRAPHICS OMITTED]


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 47
<PAGE>

                                         COST APPROACH - LAND VALUATION ANALYSIS
================================================================================

COMPARABLE LAND SALES SUMMARY

- --------------------------------------------------------------------------------
                 Subject         Sale #1          Sale #2         Sale #3
Sale Date        Current        05/15/97         05/02/96        01/23/95
- --------------------------------------------------------------------------------
Size                1.00            1.00             0.53            0.71
- --------------------------------------------------------------------------------
Zoning               B-3             B-3              B-3             B-3
- --------------------------------------------------------------------------------
SP/SF                N/A           $8.03            $6.99           $6.47
- --------------------------------------------------------------------------------

INTRODUCTION

     A search for comparable land sales within the subject neighborhood and
competitive locales was conducted by the appraiser. The appraiser consulted with
local real estate agents knowledgeable of the subject market and researched
public records for pertinent information. The sales used herein represent the
most comparable data available at the time of the report. Adjustments to these
land prices for market financing, market conditions (time), location, physical
characteristics (functional utility) and size, as they relate to the subject
property, are made accordingly.

     Following is a discussion of the major factors which influence the value of
the subject site. It should be noted that financing, conditions of sale and time
adjustments are made first to each of the comparables in order to reflect
authentic and current pricing trends. The net percentage of the remaining
adjustments for location, physical characteristics (utility) and size is then
applied to the "time adjusted" sales price to reflect the indicated value of the
subject.

UNIT OF COMPARISON:              SP/SF; sales price per square foot
     Analysis:                   Discussions with brokers and developers in the
                                 subject market indicated that this is the basic
                                 unit of comparison from which they make their
                                 acquisition decisions for land similar to the
                                 subject.

     FINANCING:                  The transactions are either all cash
                                 transactions or are considered to represent
                                 typical market financing and do not require an
                                 adjustment for non-market financing. As such,
                                 no adjustments are made for factors relating to
                                 financing.

    CONDITIONS OF SALE:          All of the comparable sales are considered to
                                 have typical conditions of sale, therefore no
                                 adjustments were made.

MARKET CONDITIONS:
    DESCRIPTION:                 This adjustment, often referred to as the "time
                                 adjustment", reflects the direction of change
                                 in the


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 48
<PAGE>

                                                LAND VALUATION ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

                                 market from the sale date of the comparable to
                                 the valuation date of the subject property.

     Analysis:                   Only Sale No.3 is considered for a substantial
                                 adjustment since this tract sold before the
                                 WalMart Shopping Center purchased the land in
                                 the area. No adjustments are considered for
                                 Sale No. I and 2 at this time.

LOCATION:
     DESCRIPTION:                Locational features include visibility, access
                                 and proximity to other quality development.

     ANALYSIS:                   All of the sales are located in close proximity
                                 to the subject. No adjustments are applied.

PHYSICAL CHARACTERISTICS

     The analysis of physical attributes considers shape, frontage, topography,
zoning and the availability of public utilities. Only those physical
characteristics which impact the sales price of the comparable relative to the
subject will be addressed. The physical elements of the sales as they relate to
the subject are addressed as follows.

SHAPE
     Description:                The shape of a site will determine its
                                 adaptability to possible uses. Some
                                 configurations may restrict structural design
                                 or limit the buildable/usable area of the
                                 parcel. A site must have adequate depth to
                                 accommodate the layout of the improvements, but
                                 should not be excessive in relation to the
                                 parcel's frontage and size.

     Analysis:                   No adjustments are applied.

FRONTAGE:
     Description:                The amount of street frontage is important to
                                 commercial properties and, in particular,
                                 retail properties.

     Analysis:                   No adjustments are applied.

TOPOGRAPHY:
     Description:                The topography of a site can significantly
                                 impact the costs of development. Consideration
                                 must be given to the contour, grade and
                                 drainage of the sale tracts in relation to the
                                 appraised property.

     Analysis:                   Sale No.2 is low lying and will most probably
                                 require fill work to prepare for building
                                 purposes. Adjustments are applied in the grid
                                 to follow.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 49
<PAGE>

                                                LAND VALUATION ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

SIZE:
     Description:                Most types of development have an optimal site
                                 size. If a site is larger than optimal, the
                                 value of the excess land tends to decline at an
                                 accelerating rate. As a result, larger tracts
                                 of land typically sell for less per unit of
                                 comparison than smaller parcels, all other
                                 factors being equal.

     Analysis:                   The subject land contains 1.000 acre of land.
                                 The comparable sales have land sizes ranging
                                 from 0.53 to 1.00 acres. The subject site is
                                 considered average sized for its frontage as is
                                 the comparables. No adjustments are applied.

     Overall, no adjustments are believed necessary in comparison to the subject
property. On the following page is an adjustment grid of the comparable sales
utilizing the adjustments noted in the previous analysis.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 50
<PAGE>

                      COMPARABLE LAND SALES ADJUSTMENT GRID

                         Subject        Sale #1       Sales #2        Sale #3
                                     -------------------------------------------
Sale Price                                $8.03          $6.99          $6.47
                                     -------------------------------------------
Elements of Comparison
                                     -------------------------------------------
Date of Sale                           05/15/97       05/02/96        01/23/95
                                     -------------------------------------------
    Comparison                          Similar        Similar        Inferior
                                     -------------------------------------------
    Adjustment                            0%             0%             15%
                                     -------------------------------------------
Adjusted Price                           $8.03          $6.99          $7.44
                      ----------------------------------------------------------
Location                 Average        Average        Average        Average
                      ----------------------------------------------------------
    Comparison                          Similar        Similar        Similar
                                     -------------------------------------------
    Adjustment                            0%             0%              0%
                      ----------------------------------------------------------
Shape                    Square            0              0              0
                      ----------------------------------------------------------
   Comparison                           Similar        Similar        Similar
                                     -------------------------------------------
   Adjustment                             0%             0%              0%
                      ----------------------------------------------------------
Frontage                 Average         Good          Average          Good
                      ----------------------------------------------------------
   Comparison                           Similar        Similar        Similar
                                     -------------------------------------------
   Adjustment                             0%             0%              0%
                      ----------------------------------------------------------
Topography                Level          Level       Below Grade       Level
                      ----------------------------------------------------------
   Comparison                           Similar       Inferior        Similar
                                     -------------------------------------------
   Adjustment                             0%             10%             0%
                      ----------------------------------------------------------
Zoning                     B-3            B-3            B-3            B-3
                      ----------------------------------------------------------
   Comparison                           Similar        Similar        Similar
                                     -------------------------------------------
   Adjustment                             0%             0%              0%
                      ----------------------------------------------------------
Utilities             All available  All available  All available  All available
                      ----------------------------------------------------------
   Comparison                           Similar        Similar        Similar
                                     -------------------------------------------
   Adjustment                             0%             0%              0%
                      ----------------------------------------------------------
Size                      1.00           1.00           0.53            0.71
                      ----------------------------------------------------------
   Comparison                           Similar        Similar        Similar
                                     -------------------------------------------
   Adjustment                             0%             0%              0%
                      ----------------------------------------------------------
Other                      N/A
                      ----------------------------------------------------------
   Comparison                           Similar        Similar        Similar
                                     -------------------------------------------
   Adjustment                             0%             0%              0%
                                     -------------------------------------------
Net Adjustment                            0%             10%             0%
                                     -------------------------------------------
Final Adjustment Sale Price             $8.03          $7.69           $7.44
                                     -------------------------------------------


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 51
<PAGE>

                                                LAND VALUATION ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

RECONCILIATION

     The sales prices ranged from $6.47 to $8.03 per square foot before the
adjustment process. The indicated value of the subject property ranged between
$7.44 and $8.03 per square foot after analysis. The adjusted value range is
considered very narrow and provides consistent and reliable data from which to
estimate the subject's land value. Sale No.1 is the most comparable; however, it
is slightly superior because of the location at the entrance of the Wal-Mart
Supercenter. Therefore, the subject's value per square foot should be slightly
less.

     Based on this analysis, a value of $7.70/SF is considered highly
supportable. Thus, the market value of the fee simple interest in the subject
parcel as if vacant, contingent to the assumptions and limiting conditions
stated herein, as of November 24, 1997 is calculated below:

                               LAND VALUE ESTIMATE

                 Land Size (SF)                       43,560

                 Estimated Value/SF       x            $7.70
                                                    --------

                 Estimated Value                    $335,412

                 Rounded                            $335,000


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 52
<PAGE>

                                                                   COST APPROACH
================================================================================

INTRODUCTION

     The principle of substitution is basic to the Cost Approach. The principle
affirms that no prudent investor would pay more for a property than the amount
for which the site can be acquired and for which improvements that have equal
desirability and utility can be constructed without undue delay. An indication
of value may be produced by adding the depreciated value of the improvements to
the land value estimated by market (direct sales) comparison. The depreciated
value of the improvements is determined by first estimating the reproduction or
replacement cost new and subtracting depreciation from all causes, if any.

     In providing complete building cost estimates, an appraiser must consider
direct (hard) costs, and indirect (soft) costs. Both types of costs are
essential for a reliable reproduction or replacement cost estimate. In addition,
any entrepreneurial profit likely to be realized from the building project must
be estimated.

COST DATA

     Source:                  Marshal Valuation Service Manual - calculator cost

     ABOUT THE SOURCE: This publication is a widely accepted cost data source in
the appraisal industry. The cost data presented in this manual are based on
years of valuation experience, thousands of appraisals and continual analysis of
the costs of new buildings. This publication has been recognized as an authority
in the appraisal field for over fifty years.

     COSTS INCLUDED IN SOURCE: The base calculator costs depicted in the Marshal
Valuation Service Manual include the following:

     1.   Architects's and engineer's fees;

     2.   Normal interest on only the building improvement funds during the
          period of construction and processing fee or service charge;

     3.   Sales taxes on materials;

     4.   Normal site preparation including finish, grading and excavation for
          foundation and backfill;

     5.   Utilities from structure to lot line figured for typical setback;

     6.   Contractor's overhead and profit including job supervision, workmen's
          compensation, fire and liability insurance, unemployment insurance,
          equipment, temporary facilities, security, etc.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 53
<PAGE>

                                                          COST APPROACH, CONT'D.
- --------------------------------------------------------------------------------

     COSTS NOT INCLUDED IN SOURCE: The base calculator costs depicted in the
Marshal Valuation Service Manual do not include the following:

     1.   Costs of buying or assembling land such as escrow fees, legal fees,
          property taxes, right of way costs, demolition, storm drains, or rough
          grading, are considered costs of doing business or land improvement
          costs.

     2.   Pilings or hillside foundations;

     3.   Interest or taxes on the land;

     4.   Feasibility studies, appraisal or consulting fees, etc.;

     5.   Discounts or bonuses paid for financing, project bond issues,
          development overhead or fixture and equipment purchases, etc.;

     6.   Yard improvements including signs, landscaping, paving, walls, yard
          lighting, pools or other recreation facilities;

     7.   Off site costs including roads, utilities, park fees, jurisdictional
          hook-up, tap, impact or entitlement fees and assessments, etc.;

     8.   Marketing costs to create first occupancy including model or
          advertising expenses, leasing or broker's commissions or temporary
          operation of property owners associations.

SUBJECT'S MARSHALL VALUATION COST DATA

     SUMMARY OF SUBJECT GENERAL BUILDING CHARACTERISTICS:

     Property Type:              Retail
     Structure:                  Pre-fabricated Modular Wood Frame
     No. of Stories:             1
     Gross Building Area:        7,488 SF

     CLASSIFICATION              Class S

     TYPE (QUALITY)              Good

     REGION/CLIMATE              Central/Moderate

     PAGE REFERENCE              Section 13, Page 22

     PAGE REFERENCE DATE         September 1995

     CURRENT MULTIPLIER PAGE     May 1997

     LOCAL MULTIPLIER PAGE DATE  April 1997

     COST METHOD                 Calculator; therefore, replacement cost

     The reader is directed to the base cost and adjustments presented on the
following page.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 54
<PAGE>

                                                          COST APPROACH, CONT'D.
- --------------------------------------------------------------------------------

     MVS BASE COST & ADJUSTMENTS

                   =======================================================
                      1   BASE SQUARE FOOT COST                   $53.67
                   -------------------------------------------------------
                      2      SQUARE FOOT REFINEMENTS
                   -------------------------------------------------------
                      3   HEATING COOLING, VENTILATION            $ 0.00
                   -------------------------------------------------------
                      4   ELEVATOR                                $ 0.00
                   -------------------------------------------------------
                      5   MISCELLANEOUS                           $ 1.50
                   -------------------------------------------------------
                      6   TOTAL SF REFINEMENTS                    $55.17
                   -------------------------------------------------------

                             HEIGHT & SIZE REFINEMENTS
                   -------------------------------------------------------
                      7   Number of Stories Multiplier              1.00
                   -------------------------------------------------------
                      8   Height per story multiplier               1.00
                   -------------------------------------------------------
                      9   Floor area-perimeter multiplier           1.00
                   -------------------------------------------------------
                     10   Combined multipliers (7x8x9)              1.00
                   -------------------------------------------------------

                             FINAL CALCULATIONS
                   -------------------------------------------------------
                     11   Refined SF Cost (Line 6x10)             $55.17
                   -------------------------------------------------------
                     12   Current cost multiplier                   1.04
                   -------------------------------------------------------
                     13   Local multiplier                          0.92
                   -------------------------------------------------------
                     14   Final SF (Line 11x12x13)                $52.79
                   =======================================================

     SITE IMPROVEMENTS
       & OTHER HARD COSTS:       Site improvement cost and other hard costs
                                 related to the improvements must be added to
                                 the base structural cost estimate. The reader
                                 is directed to the Cost Summary exhibit at the
                                 end of this report section for a summary of
                                 these costs.

       INDIRECT COSTS:           Indirect costs not included in the Marshall
                                 Valuation base costs include loan interest on
                                 land, lease-up costs and professional fees.
                                 Calculations for the loan interest on land and
                                 lease-up costs are presented below.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 55
<PAGE>

                                                          COST APPROACH, CONT'D.
- --------------------------------------------------------------------------------

LAND LOAN INTEREST CALCULATIONS:

                                 LAND VALUE ESTIMATE                  $335,000

                                 CONSTRUCTION INTEREST RATE       x       9.50%

                                 CONSTRUCTION PERIOD (YEARS)      x       0.33
                                                                      --------

                                   LAND INTEREST                  =   $ 10,502

LEASE-UP COST CALCULATIONS:

                                 COMMISSIONS

                                   Market Rent/SF                     $  16.78

                                   Net Rentable Area (SF)         x      7,488

                                   Commission/SF                  x   $   6.00
                                                                      --------
                                 COMMISSION COST, ROUNDED         =   $ 44,928

                                 PLUS: OTHER (MARKETING, ETC.)    +          0
                                                                      --------

                                 TOTAL LEASE-UP COSTS             =   $ 44,928

TOTAL REPLACEMENT COST NEW
(IMPROVEMENTS, PROFIT & LAND):  $1,217,000

INTRODUCTION - ACCRUED DEPRECIATION

     Accrued depreciation is a loss in value from the reproduction or
replacement cost of improvements due to any cause as of the date of appraisal.
The value difference may emanate from physical deterioration, functional
obsolescence, external obsolescence, or any combination of these sources. A
description of each of these forms of depreciation as they apply to the
appraised property is detailed as follows:

PHYSICAL DETERIORATION

     Physical deterioration is the result of wear, tear and weathering. This
form of depreciation can be divided into two categories - curable and incurable.

     PHYSICAL CURABLE:
       Description:              Refers to items of deferred maintenance which
                                 are in need of repair on the date of the
                                 appraisal in order to restore occupancy or
                                 marketability. Deferred maintenance includes
                                 minor refurbishing of painted, tiled or
                                 carpeted surfaces. It also includes deferred
                                 repairs of mechanical systems, the building
                                 exterior roof cover and the parking areas.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 56
<PAGE>

                                                          COST APPROACH, CONT'D.
- --------------------------------------------------------------------------------

       Subject Analysis:         New construction; no deferred maintenance.

     PHYSICAL INCURABLE:
       Description:              Involves an estimate of deterioration that is
                                 not practical or currently feasible to correct.
                                 It pertains to structural elements that were
                                 not listed in the physically curable category.
                                 Generally, incurable physical deterioration is
                                 a product of the aging of major structural
                                 components such as the foundation, framing,
                                 walls, plumbing, electrical, mechanical and
                                 roof systems. In order to estimate the
                                 depreciation charged for this category, the
                                 physical age-life method is applied to the
                                 current reproduction or replacement cost of the
                                 entire structure less the components treated as
                                 curable.

       Subject Analysis:         The reader is directed to the Description of
                                 Improvements Analysis for the analysis of
                                 effective age and economic life. Employing the
                                 physical age-life (straight line) method of
                                 estimating physical incurable deterioration,
                                 the calculations are made as follows:

                                   PHYSICAL INCURABLE CALCULATIONS

                                     Actual Age                         0

                                     Effective Age                      0

                                     Divide by Economic Life           50
                                                                 --------

                                     Incurable Physical %           0.00%

                                     Remaining Economic Life           50

                                   CALCULATIONS:

                                     Replacement Cost New        $881,896

                                     Less Physical Curable              0
                                                                 --------

                                     Subtotal                    $881,896

                                     Incurable Physical %              0%
                                                                 --------

                                     Incurable Physical Estimate       $0

FUNCTIONAL OBSOLESCENCE

     This is the adverse effect on value resulting from defects in design. It
can also be caused by changes that, over time, have made some aspect of a
structure, material or


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 57
<PAGE>

                                                          COST APPROACH, CONT'D.
- --------------------------------------------------------------------------------

design obsolete by current standards. Functional obsolescence is generally
attributable to deficiencies or superadequacies inherent in the improvements and
the defect may be curable or incurable.

     FUNCTIONAL CURABLE
       Description:              To be curable, the cost of replacing the
                                 outmoded or unacceptable aspect must be at
                                 least offset by the anticipated increase in
                                 value. The measure of curable functional
                                 obsolescence is the cost to effect the cure.

       Subject Analysis:         The property will have no functional curable
                                 obsolescence.

     FUNCTIONAL INCURABLE
       Description:              Involves an estimate of obsolescence that is
                                 not practical or currently feasible to correct.
                                 It pertains to structural elements that were
                                 not listed in the functional curable category.
                                 Capitalization of the net income loss is the
                                 commonly accepted approach to the measurement
                                 of incurable functional obsolescence.

       Subject Analysis:         The subject is new construction and is a
                                 Hollywood Video prototype design. The building
                                 is easily adaptable to other tenants if
                                 required. No functional incurable depreciation
                                 is recognized.

EXTERNAL OBSOLESCENCE

     External obsolescence, which is the result of the diminished utility of a
structure due to negative influences from outside the site, is always incurable.
It can be caused by a variety of factors - neighborhood decline, the property's
location in a community, or market conditions. Only the portion of the loss that
is applicable to the improvements is deducted from the current replacement cost
since the effect of external influences on land value is calculated in the land
valuation. In the absence of comparable sales subject to the same negative
influence, the best method of measuring external obsolescence is by
capitalization of the rent loss or discounting of the rent loss over the
affected time period.

     SUBJECT ANALYSIS:           The subject has good access and conforms to
                                 surrounding development. Considering the
                                 general market rent levels and high occupancy
                                 of the neighborhood retail centers, no external
                                 obsolescence exits.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 58
<PAGE>

                                                          COST APPROACH, CONT'D.
- --------------------------------------------------------------------------------

ACCRUED DEPRECIATION SUMMARY
                                     PHYSICAL CURABLE               $0

                                     PHYSICAL INCURABLE             $0

                                     FUNCTIONAL CURABLE             $0
  
                                     FUNCTIONAL INCURABLE           $0

                                     EXTERNAL                       $0
                                                                    --

                                      TOTAL ACCRUED DEPRECIATION    $0


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 59
<PAGE>

COST APPROACH SUMMARY
- --------------------------------------------------------------------------------

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

DIRECT COSTS                                                  Marshall Valuation
                                                                Cost Estimates
Structural Improvements
     Property Size         7,488 SF @  $52.79 /SF  =                $  395,266

Special Tenant Improvements*
Extraordinary Finishout    7,488 SF @  $15.00 /SF  =                $  112,320

Site Improvements
Asphalt Paving            35,000 SF @   $2.50 /SF  =  $87,500
Fence                          0 LF @  $13.00 /LF  =        0
Signage & Lighting:                                    20,000
Landscaping:                                           20,000
Additional Fees & Permits                               5,000
                                                      -------
                      Subtotal Site Improvements:                      132.500
                                                                    ----------

                      Total Direct Costs:                           $  640,086

INDIRECT COSTS

                      Land Loan Interest:             $10,502
                      Lease-Up Costs:                  44,928
                      Professional Fees:               10,000
                                                      -------

                       Total Indirect Costs:                            65.430
                                                                    ----------

Total Direct and Indirect Costs:                                    $  705,517

Entrepreneurial Profit as % of Direct/Indirect
 Costs, Rd.                                                25%         176.379
                                                                    ----------

Total Cost New of Improvements and Profit:                          $  881,896
 
Less: Accrued Depreciation                                                   0

Depreciated Cost of Improvements:                                   $  881,896

Plus: Estimated Land Value by Market Comparison:                       335.000
                                                                    ----------

Value Indicated by the Cost Approach:                               $1,216,896

                      Stabilized Value Estimate, Rounded           $1,217,000
                      Less: Lease-Up Costs to Stabilization                 0
                      Cost Approach As Is Value Estimate:          $1,217,000


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 60
<PAGE>

                                                       SALES COMPARISON APPROACH
================================================================================

INTRODUCTION

     The application of this approach produces an estimate of value by comparing
the subject with properties which recently sold or which are currently offered
for sale in the same or competing areas. This approach is most viable when an
adequate number of properties of similar type have been sold recently. The sales
comparison approach is essential to almost every appraisal of real property.

     In applying the sales comparison approach, the appraiser must complete five
steps:

     1.   Seeks out similar properties for which pertinent sales, listings,
          offerings, and/or rental data are available.

     2.   Ascertains the nature of the conditions of sale, including the price,
          terms, motivating forces, and its bona fide nature.

     3.   Analyzes each of the comparable properties' important attributes with
          the corresponding ones of the property being appraised, under the
          general divisions of conditions of sale, financing terms, market
          conditions (time), location, physical characteristics and income
          characteristics.

     4.   Considers the dissimilarities in the characteristics disclosed in Step
          3, in terms of their probable effect on the sale price.

     5.   Formulates, in light of the comparison thus made, an opinion of the
          relative value of the subject property as a whole, or where
          appropriate, by applicable units, compared with each of the similar
          properties.

     After completing the necessary research, the property sales on the
following pages are considered the most comparable available transactions for
analysis and comparison with the subject.


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<PAGE>

                                              SALES COMPARISON APPROACH, CONT'D.
- --------------------------------------------------------------------------------


                                                  COMPARABLE IMPROVED SALES DATA
- --------------------------------------------------------------------------------


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<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 1:
- --------------------------------------------------------------------------------

                               [GRAPHICS OMITTED]

PROJECT DATA

     Comp_Code:  181

  Project Name:  Hollywood Video Clarksville

      Location:  S/s of Fort Campbell Blvd., East of the Bypass, Clarksville, TN

        County:  Montgomery

       Grantor:  NOM Clarksville, LP (Newton Oldacre McDonald)

       Grantee:  Max Drimer

PROPERTY DATA

   Net Rentable Area (SF):  7,488

                Land Size:  1.0 acre

      Land/Building Ratio:  5.81:1

               Year Built:  1996

                Occupancy:  100%

             Construction:  Prefabricated, modular wood frame with dryvit 

                Condition:  Good

           Anchor Tenants:  Hollywood Video, single tenant

  Date of Sale:   04/15/97         Book/Page:     621 / 543

  Map(s):         54E-F


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<PAGE>

                                    RETAIL CENTER SALE COMPARABLE NO. 1, CONT'D.
- --------------------------------------------------------------------------------

Parcel(s):       8.25

TRANSACTION DATA

  Actual Consideration:   $1,250,000         Cash Equivalent:  $1,250,000

  Financing:              All cash to seller

  First Mortgage:         $0

  Other Mortgages:        $0

  Total Mortgages:        $0                   Actual Equity:        $1,250,000

  Verified By:            Gerry Woodruff, with seller

         OPERATING DATA:         TOTAL $     PER SF         % OF GAI

    Gross Annual Income:        $125,500     $16.76          100.00%

           Less Vacancy:        $ (1,255)    $(0.17)          -1.00%
                                --------     ------          ------ 

 Effective Gross Income:        $124,245     $16.59           99.00%

          Less Expenses:        $ (1,991)    $(0.27)          -1.59%
                                --------     ------          ------ 

   Net Operating Income:        $122,254     $16.32           97.41%

           Debt Service:        $      0     $ 0.00            0.00%
                                --------     ------          ------ 

              Cash Flow:        $122,254     $16.32           97.41%

       UNITS OF COMPARISON      ACTUAL
  
                      GIM:         9.96

            Effective GIM:        10.06

             Overall Rate:         9.78%

          Equity Dividend:         9.78%

       Sales Price Per SF:      $166.93

COMMENTS: The land was purchased in 1996 for $415,000 ($9.53/SF). The video
          store opened for business in late 1996. The lease term is fifteen
          years with options. The lease increases a minimum of 12% every 5
          years. An 11.85% IRR was calculated based on the sale price and
          scheduled net operating income through the full 15 year lease term
          with a reversion of 11% and selling expense of 6%. The vacancy and
          expenses were not reported by the seller. Therefore, the vacancy and
          expenses are estimated by the appraiser to be consistent with the
          subject's calculation for a NNN lease. The expense estimate is based
          on 1% management fee and $0.10/SF reserves. The landlord was only
          responsible for roof and structural repairs.


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<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 2:
- --------------------------------------------------------------------------------

                               [GRAPHICS OMITTED]

PROJECT DATA

     Comp_Code:  228

  Project Name:  Hollywood Video, Murfreesboro

      Location:  S/s of S. Northfield Boulevard, West of US-231

        County:  Rutherford

       Grantor:  NOM Murfreesboro LP

       Grantee:  Realty Income Corporation

PROPERTY DATA

   Net Rentable Area (SF):  7,488

                Land Size:  1.10

      Land/Building Ratio:  7:1

               Year Built:  1997

                Occupancy:  100%

             Construction:  Pre fab on wod frame

                Condition:  Good

           Anchor Tenants:  Hollywood Video-single tenant

  Date of Sale:   09/26/97         Book/Page:       606  /  805


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<PAGE>

                                    RETAIL CENTER SALE COMPARABLE NO. 2, CONT'D.
- --------------------------------------------------------------------------------

  Map(s):           117-14

  Parcel(s):        148

TRANSACTION DATA

  Actual Consideration:  $1,287,495         Cash Equivalent:  $1,326,120

  Financing:             Cash to seller

  First Mortgage:        N/A

  Other Mortgages:       $0

  Total Mortgages:       $0            Actual Equity:   $1,287,495

  Verified By:           Gerry Woodruff

        OPERATING DATA:        TOTAL $            PER SF      % OF GAI
                                                 
   Gross Annual Income:       $132,612            $17.71       100.00%
                                                 
          Less Vacancy:       $ (1,326)           $(0.18)       -1.00%
                              --------            ------       ------ 
                                                 
Effective Gross Income:       $131,286            $17.53        99.00%
                                                 
         Less Expenses:       $ (2,062)           $ (.28)       -1.55%
                              --------            ------       ------ 
                                                 
  Net Operating Income:       $129,224            $17.25        97.45%
                                                 
          Debt Service:       $      0            $ 0.00         0.00%
                              --------            ------       ------ 

             Cash Flow:       $129,224            $17.25        97.45%
                                           
UNITS OF COMPARISON                        BASED ON CASH
                                ACTUAL        EQUIVALENT

GIM:                             9.71                 10

Effective GIM:                   9.81               10.1

Overall Rate:                   10.04%             9.74%

Equity Dividend:                10.04%             9.74%

Sales Price Per SF:           $171.94            $177.10

COMMENTS: The cash equivalent total reflects the addition sales commission to
          the purchase price. The buyer also acted as the broker and thus the
          transaction amount is net of typical commission expenses, typically
          3%. The location of the property is rated high within the Murfreesboro
          Market with excellent demographics. A Blockbuster Video is positioned
          directly across Northfield Blvd. The lease term is 15 years with
          options. The lease increases a minimum of 12% every 5 years.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 66
<PAGE>

                                            RETAIL CENTER SALE COMPARABLE NO. 3:
- --------------------------------------------------------------------------------

PROJECT DATA

   Comp_Code:  229

Project Name:  Hollywood Video, Columbia

    Location:  SWC of S. John Campbell Road and Hillary Drive, Columbia, TN

      County:  Maury

     Grantor:  NOM Columbia LP

     Grantee:  Realty Income Corporation

PROPERTY DATA

Net Rentable Area (SF):  7,488

             Land Size:  1.60

   Land/Building Ratio:  9.30:1

            Year Built:  1997

             Occupancy:  100%

          Construction:  Pre Fab dryvit on wood frame

             Condition:  Good

        Anchor Tenants:  Hollywood Video

Date of Sale:   09/26/97          Book/Page:    1347  /  200


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<PAGE>

                                    RETAIL CENTER SALE COMPARABLE NO. 3, CONT'D.
- --------------------------------------------------------------------------------

  Map(s):            113
  Parcel(s):       22.01

TRANSACTION DATA

Actual Consideration:  $1,178,447            Cash Equivalent:  $1,213,800

Financing:             Cash to seller

First Mortgage:        $0

Other Mortgages:       $0

Total Mortgages:       $0                      Actual Equity:   $1,178,447

Verified By:           Gerry Woodruff


OPERATING DATA:                     Total $          Per SF        % of GAI
                                                 
Gross Annual Income:               $121,380          $16.21         100.00%
                                                 
Less Vacancy:                      $ (l,214)         $(0.16)         -1.00%
                                   --------          ------         ------ 
                                                 
Effective Gross                    $120,166          $16.05          99.00%
Income:                                          
                                                 
Less Expenses:                     $ (1,950)         $(0.26)         -1.61%
                                   --------          ------         ------ 
                                                 
Net Operating Income:              $118,216          $15.79          97.39%
                                                 
                                                 
Debt Service:                      $      0          $ 0.00           0.00%
                                   --------          ------         ------ 

Cash Flow:                         $118,216          $15.79          97.39%
                                               

UNITS OF COMPARISON                           Based on cash
                                     Actual      Equivalent

GIM:                                   9.71              10

Effective GIM:                         9.81            10.1

Overall Rate:                         10.03%           9.74%
 
Equity Dividend:                      10.03%           9.74%

Sales Price Per SF:                 $157.38         $162.10

COMMENTS: The cash equivalency total reflects an addition of sales commision to
          the purchase price. The buyer acted as broker and thus the typical 3%
          split was net of the transaction price. The lease term is 15 years
          with two options. The lease rate increases a minimum of 12% every 5
          years. The location across from Columbia's Shopping Mall is a central
          commercial destination for much of the city.


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<PAGE>

                                             RETAIL CENTER SALE COMPARABLE NO.4:
- --------------------------------------------------------------------------------

                            PHOTOGRAPH NOT AVAILABLE

PROJECT DATA

   Comp_Code:  230

Project Name:  Hollywood Video, Jackson, TN

    Location:  E/s North Highland Avenue, S. of Bon Air
               Circle, Jackson, TN

      County:  Madison

     Grantor:  NOM Jackson

     Grantee:  Realty Income Corporation

PROPERTY DATA

Net Rentable Area (SF):  7,488

             Land Size:  .868

   Land/Building Ratio:  5:1

           Year Built:   1997

            Occupancy:   Good

         Construction:   Pre Fab dryvit on wood frame

            Condition:   100%

       Anchor Tenants:   Hollywood Video-single tenant

Date of Sale:   09/26/97           Book/Page:      578 / 46


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 69
<PAGE>

                                    RETAIL CENTER SALE COMPARABLE NO. 4, CONT'D.
- --------------------------------------------------------------------------------

  Map(s):       56-P  
  Parcel(s):    5

TRANSACTION DATA

  Actual Consideration:  $1,233,733    Cash Equivalent:  $1,270,745

  Financing:             Cash to seller

  First Mortgage:        $0

  Other Mortgages:       $0

  Total Mortgages:       $0              Actual Equity:  $1,233,733

  Verified By:           Gerry Woodruff

        OPERATING DATA:           TOTAL $             PER SF      % OF GAI

   Gross Annual Income:          $129,542             $17.30       100.00%

          Less Vacancy:          $ (1,295)            $(0.17)       -1.00%
                                 --------             ------       ------ 

Effective Gross Income:          $128,247             $17.13        99.00%

         Less Expenses:          $ (2,031)            $(0.27)       -1.57%
                                 --------             ------       ------ 

  Net Operating Income:          $126,216             $16.86        97.43%

          Debt Service:          $      0             $ 0.00         0.00%
                                 --------             ------       ------ 

             Cash Flow:          $126,216             $16.86        97.43%

UNITS OF COMPARISON                            BASED ON CASH
                                   ACTUAL         EQUIVALENT

                 GIM:                9.52               9.81

       Effective GIM:                9.62               9.91

        Overall Rate:               10.23%              9.93%

     Equity Dividend:               10.23%              9.93%

  Sales Price Per SF:             $164.76            $169.70

COMMENTS: The cash equilavent total reflects an addition of sales commission to
          the purchase price. The buyer also acted as the broker and thus the
          transaction amount is net of typical commission expenses, typically
          3%. The lease increases a minimum of 12% every 5 years.


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<PAGE>

                                              RETAIL CENTER SALE COMPARABLE NO.:
- --------------------------------------------------------------------------------

                               [GRAPHICS OMITTED]

PROJECT DATA

     Comp_Code:  189

  Project Name:  Western Auto, Paducah

      Location:  5124 Hinkleville Road, paducah,KY

        County:  McCrackin

       Grantor:  Jalkh

       Grantee:  Western Auto

PROPERTY DATA

  Net Rentable Area (SF):  9,100

               Land Size:  1.44 acres

     Land/Building Ratio:  6.9:1

              Year Built:  1994

               Occupancy:  100%

            Construction:  Masonry

               Condition:  Good

          Anchor Tenants:  Western Auto

  Date of Sale:     09/01/96          Book/Page:     859  /  303


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 71
<PAGE>

                                     RETAIL CENTER SALE COMPARABLE NO.5, CONT'D.
- --------------------------------------------------------------------------------

  Map(s):           N/A

  Parcel(s):

TRANSACTION DATA

  Actual Consideration:  $1,000,000    Cash Equivalent:  $1,000,000

  Financing:             Cash to seller

  First Mortgage:        $0

  Other Mortgages:       $0

  Total Mortgages:       $0             Actual Equity:  $1,000,000

  Verified By:           Third Party

        OPERATING DATA:            TOTAL $           PER SF        % OF GAI

   Gross Annual Income:           $100,100           $11.00         100.00%

          Less Vacancy:           $ (l,001)          $(0.11)         -1.00%
                                  --------           ------         ------

Effective Gross Income:           $ 99,099           $10.89          99.00%

         Less Expenses:           $ (1,901)          $(0.21)         -1.90%
                                  --------           ------         ------

  Net Operating Income:           $ 97,198           $10.68          97.10%

          Debt Service:           $      0           $ 0.00           0.00%
                                  --------           ------         ------

             Cash Flow:           $ 97,198           $10.68          97.10%

       UNITS OF COMPARISON          ACTUAL

                      GIM:           9.99

            Effective GIM:          10.09

             Overall Rate:           9.72%

          Equity Dividend:           9.72%

       Sales Price Per SF:        $109.89

COMMENTS: Excellent regional high traffic and retail shopping district. Buyer
          renovated to suit a Western Auto Store prototype. Site had 11,650 SF
          of concrete paving and drives. Gross annual income above reflects
          average rent that was being generated from the previous tenant.


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<PAGE>

                               COMPARABLE SALE MAP

                               [GRAPHICS OMITTED]


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 73
<PAGE>

                                            SALES COMPARISON APPROACH - ANALYSIS
================================================================================

COMPARABLE IMPROVED SALES SUMMARY

<TABLE>
<CAPTION>
===========================================================================================
Sale No.        Subject             1              2           3             4           5
- -------------------------------------------------------------------------------------------
Name/Address                Hollywood      Hollywood   Hollywood     Hollywood
                                Video         Video,      Video,        Video,     Western
                          Clarksville   Murfreesboro    Columbia   Jackson, TN        Auto
- -------------------------------------------------------------------------------------------
<S>             <C>          <C>            <C>         <C>           <C>         <C>
Sale Date       Current      04/15/97       09/26/97    09/26/97      09/26/97    09/01/96
- -------------------------------------------------------------------------------------------
Year Built         1997          1996           1997        1997          1997        1994
- -------------------------------------------------------------------------------------------
Occupancy          100%          100%           100%        100%          100%        100%
- -------------------------------------------------------------------------------------------
Size(SF)          7,488         7,488          7,488       7,488         7,488       9,100
- -------------------------------------------------------------------------------------------
% Credit/           100%          100%           100%        100%          100%        100%
Anchor
- -------------------------------------------------------------------------------------------
SP/SF               N/A       $166.93        $177.10     $162.10       $169.70     $109.89
- -------------------------------------------------------------------------------------------
NOI/SF           $16.35        $16.32         $17.25      $15.79        $16.86      $10.68
- -------------------------------------------------------------------------------------------
GIM                 N/A          9.96          10.00       10.00          9.81        9.99
- -------------------------------------------------------------------------------------------
NOI/GPI          97.41%        97.41%         97.45%      97.39%        97.43%       97.10%
===========================================================================================
</TABLE>

Note: All transaction data in the chart reflects cash equivalency and / or other
      adjustments applied in the comparable sale summary sheets.

INTRODUCTION

     A search for comparable sales within the subject neighborhood and
competitive locales was conducted by the appraiser. The appraiser consulted with
local real estate agents knowledgeable of the subject market and researched
public records for pertinent information. The search for comparable sales was
expanded to a regional search in order to obtain Hollywood Video sales. One
local, non-Hollywood Video sale was utilized to assist in determining investment
factors for Paducah. The sales used herein represent the most comparable data
available at the time of the report.

COMPARISON OF IMPORTANT FACTORS AFFECTING SP/SF

     All property characteristics of the comparable sales and the subject
property have been analyzed by the appraisers. The following summarizes the
comparison of primary factors of the comparable sales affecting value as
compared to the subject.

SUBJECT:
     Primary Negative Factors:     None


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<PAGE>

                                   SALES COMPARISON APPROACH - ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

Primary Positive Factors:    Good retail location across from Wal-Mart
                             Supercenter; 15 year lease term with escalating
                             rents every five years.

SALE NO.1 - HOLLYWOOD VIDEO CLARKSVILLE:
  Inferior Factors
   Compared to Subject:      None
  Superior Factors
   Compared to Subject:      None
  Overall Comparison
   to Subject:               Similar

SALE NO.2 - HOLLYWOOD VIDEO, MURFREESBORO:
  Inferior Factors
   Compared to Subject:      None
  Superior Factors
   Compared to Subject:      Slightly superior location/City
  Overall Comparison
   to Subject:               Similar

SALE NO.3 - HOLLYWOOD VIDEO, COLUMBIA:
  Inferior Factors
   Compared to Subject:      None
  Superior Factors
   Compared to Subject:      None
  Overall Comparison
   to Subject:               Similar

SALE NO.4 - HOLLYWOOD VIDEO, JACKSON, TN:
  Inferior Factors
   Compared to Subject:      None
  Superior Factors
   Compared to Subject:      None
  Overall Comparison
   to Subject:               Similar

SALE NO.5 - WESTERN AUTO:
  Inferior Factors
   Compared to Subject:      Location; net income per square foot
  Superior Factors
   Compared to Subject:      None
  Overall Comparison
   to Subject:               Inferior

  MOST COMPARABLE SALES:     No. 1 & 2

     COMMENTS/ANALYSIS: The most significant factor for single and multi-tenant,
long- term leases to credit tenants is the quality of the credit. Hollywood
Video is a young company in a major growth cycle. After the credit rating, the
most significant factors become items relative to the lease structure. All but
one of the sales are Hollywood


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<PAGE>

                                   SALES COMPARISON APPROACH - ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

Videos with similar credit and lease structures. The local Western Auto sale has
significantly lower net operating income per square foot and is inferior before
adjustments. However, after the NOI/SF adjustment that follows, the adjusted
price per square foot is similar to the other Hollywood Videos. Thus, after
adjustments for NOI/SF, all of the sales are considered similar to the subject.

SALE PRICE PER SQUARE FOOT METHOD

DESCRIPTION:                  The Price Per Square Foot indicator is a general
                              common denominator which encompasses all
                              influences without specifically identifying their
                              impact. It is most affected by location, size,
                              age/condition, and existing leases at above or
                              below market levels, if a rental property. This
                              indicator is derived by dividing the sales price
                              by the net rentable area.

NOI/SF ADJUSTMENT TECHNIQUE:  A wide range produced by this method indicates
                              that the comparable sales have varying
                              income-producing capabilities attributable to
                              differences in age, location, size and quality. In
                              order to adjust for these differences, a
                              multiplier is obtained by dividing the subject's
                              NOI/SF by the NOI/SF of each comparable sale. The
                              resulting multiplier is then applied to the sales
                              price/SF of each comparable resulting in an
                              indicated sale price/SF for the subject property.
                              The following grid displays this technique.

NOI/SF ADJUSTMENT ANALYSIS

     SALE NO.      NOI/SF       SP/SF        MULTIPLIER     ADJ. SP/SF
     --------      ------       -----        ----------     ----------
        5          $10.68      $109.89         1.5305         $168.19

        3          $15.79      $162.10         1.0352         $167.81

        1          $16.32      $166.93         1.0016         $167.20

       Subj.       $16.35         ----           ----            ----

        4          $16.86      $169.70         0.9695         $164.52

        2          $17.25      $177.10         0.9476         $167.82

            Note: Above chart is sorted based on ascending NOI/SF's.

     COMMENTS/ANALYSIS: Additional subjective adjustments may be required based
on unquantifiable factors not recognized in the NOI/SF adjustment. Examples are
investment grade compared to owner occupancy, quality of tenants, conditions of
sale and other intangible factors. The subject will have a similar build-out and
design all of the sales. Sale No.3 appears to have a more similar location.
Adjusted for income capabilities, the subject tends to fall within the range of
$164.50 to $168.00. The calculations are presented as follows.


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<PAGE>

                                   SALES COMPARISON APPROACH - ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

                            SP/SF METHOD CALCULATIONS

                                                      VALUE EST.,
                 SIZE              SP/SF EST.           ROUNDED

               7,488   SF     x     $164.50     =     $1,230,000

               7,488   SF     x     $168.00     =     $1,260,000

GROSS INCOME MULTIPLIER METHOD

DESCRIPTION:                  The Gross Income Multiplier illustrates the
                              relationship between the sales price and the
                              revenue stream of a property. Investments are
                              often acquired on the basis of a multiple either
                              of their current or potential income flow. Because
                              this indicator is a good reflection of the motives
                              of purchasers, it is considered to be a realistic
                              assessment of market tendencies.

NOI/GROSS POTENTIAL INCOME
  RATIO COMPARISON OF GIM'S:  GIM's are typically influenced by the relationship
                              between the net operating income and gross
                              potential income as measured by the net operating
                              income to gross income ratio (NOI/GPI ratio). The
                              sales with the most similar NOI/GPI ratios are
                              typically considered to be the most comparable to
                              the appraised property all other factors being
                              equal. The following chart summarizes the
                              comparison of the GIM's to the comparable sales'
                              NOI/GPI ratio as well as comparing the NOI/GPI
                              ratio of the comparable sales to the subject's
                              NOI/GPI ratio.

                            NOI/GPI to GIM Comparison

                          Sale No.      NOI/GPI         GIM  
                          --------      -------         ---  
                    
                             5          97.10%         9.99
                    
                             3          97.39%        10.00
                    
                             1          97.41%         9.96
                    
                            Subj.       97.41%         ----
                    
                             4          97.43%         9.81
                    
                             2          97.45%        10.00
                    

            Note: Above chart is sorted based on ascending NOI/GPI's.

     COMMENT/ANALYSIS: Based on the comparison in the previous chart and
considering the general characteristics of the transactions as compared to the
subject previously discussed, the subject's GIM should range between 9.80x to
10.00x with the


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                                   SALES COMPARISON APPROACH - ANALYSIS, CONT'D.
- --------------------------------------------------------------------------------

subject GIM falling on the upper end of the range. The calculations for this
method are presented below.

                                GIM CALCULATIONS

                                                         VALUE EST.,
              GROSS INC.             GIM EST.              ROUNDED

              $125,649        x        9.80       =      $1,230,000

              $125,649        x       10.00       =      $1,260,000

SALES COMPARISON APPROACH - RECONCILIATION

                             SUMMARY OF VALUE RANGES

                METHOD               VALUE RANGE
                          -------------------------------
                SP/SF:    $1,230,000    to     $1,260,000

                GIM:      $1,230,000    to     $1,260,000

     COMMENT/ANALYSIS: The two techniques yield highly similar value ranges. The
subject's superior lease structure indicates the subject's value should be in
the middle to upper portion of the overall range. With equal consideration
placed upon the sales price per square foot method and GIM method, a value at
the mid upper range of the sales price per square foot value range is
reasonable.

     The value ranges previously derived represent an as stabilized value range
for the subject. The subject is preleased to one single tenant which will occupy
the building upon completion. Therefore, there are no deductions for the
prospective value upon completion.

                            SALES COMPARISON APPROACH
                              AS IS VALUE ESTIMATE

          Current Stabilized Value Estimate            $1,250,000

          Less: Deferred Maintenance                            0

          Less: Lease-Up Costs to Stabilization                 0
                                                       ----------

          As Is Value Estimate                         $1,250,000
                                                       ==========

     As a result, the value estimate as indicated by the sale comparison
approach, is reconciled as follows.

SALES COMPARISON APPROACH VALUE ESTIMATE:      $1,250,000

     Implied SP/SF:                               $166.93

     Implied GIM:                                    9.95


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 78
<PAGE>

                                                  INCOME CAPITALIZATION APPROACH

INTRODUCTION

     The income capitalization approach is the procedure in appraisal analysis
which converts anticipated benefits (dollar income or amenities) to be derived
from the ownership of property into a value estimate. Anticipated future income
and/or reversions are discounted to a present worth figure through the
capitalization process.

     This approach, like the cost and sales comparison approaches, requires
extensive market research. Specific areas that an appraiser investigates for
this approach are the property's gross income expectancy, the expected reduction
in gross income from lack of full occupancy and collection loss, the expected
annual operating expenses, the pattern and duration of the property's income
stream, and the anticipated value of the resale of other real property interest
reversions. When accurate income and expense estimates are established, the
income streams are converted into present value by the process of
capitalization. The rates or factors used for capitalization are derived by the
investigation of acceptable rates of return for similar properties.

     The income capitalization approach is generally applied in appraising
income-producing properties. The quantity, quality and durability of the income
stream must be considered in estimating the economic rent of an income-producing
property.

     QUANTITY:    Rental comparables have been gathered from similar properties 
                  to show current market rents.

     QUALITY:     This is a measure of the strength of the tenant that could be 
                  expected to occupy the subject (i.e., AAA, regional, local, 
                  etc.).

     DURABILITY:  This is reflected in the vacancy of the area.

     In order to analyze contractual rentals of the subject and determine the
economic rent potential of the available space, a survey was conducted of
similar developments.

     The pages which follow will summarize the comparable rental data utilized
in the appraisal of the subject property. While this study does not include all
competitive space, it is useful in determining patterns of occupancy and
economic levels of rent.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 79
<PAGE>

                                         INCOME CAPITALIZATION APPROACH, CONT'D.
- --------------------------------------------------------------------------------


                                                 COMPARABLE IMPROVED RENTAL DATA
- --------------------------------------------------------------------------------


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 80
<PAGE>

                                                    RETAIL RENT COMPARABLE NO.1:
- --------------------------------------------------------------------------------

                               [GRAPHIC OMITTED]

PROJECT DATA

     Project Name:  Hollywood Video, Murfreesboro

         Location:  S\s of S Northfield Boulevard, West of US-231

           County:  Rutherford

PROPERTY DATA

     Rentable Area (SF):  7,488

             Year Built:  1996

           Construction:  I-story wood/panel

             Bay Depths:  70'

         Anchor Tenants:  Hollywood Video

RENTAL DATA

         Quoted Rate/SF:  $17.41

     EXISTING RATE RANGE

         Anchor Tenants:  $17.41

             Spec Space:  None

       Restaurant Space:  None


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 81
<PAGE>

                                           RETAIL RENT COMPARABLE NO. 1, CONT'D.
- --------------------------------------------------------------------------------

LEASE TERMS

       Lease Basis:  Absolute Net

Typical Lease Term:  15 years; 2 options

        CAM Charge:  Tenant pays direct

  Escalator Clause:  Every 5 years

        Finish-Out:  Build-to-suit

 Rental Concessions  None

Occupancy Rate:  100%                  Historical Occupancy Rate:  N/A

Verified By:     Gerry Woodruff

Date:            12/10/96                              Comp_Code:  262

COMMENTS: The property rent basis is absolute net. Tenant pays insurance, taxes
          and common area maintenance directly. Landlord is responsible for
          structural maintenance only. The location is a high traffic corridor
          convenient to local established neighborhoods. The site is presently
          under construction.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 82
<PAGE>

                                                    RETAIL RENT COMPARABLE NO.2:
- --------------------------------------------------------------------------------

                               [GRAPHIC OMITTED]

PROJECT DATA

Project Name:   Hollywood Video, Clarksville

    Location:   S/s of Fort Campbell Boulevard, East of Bypass, Clarksville, TN

      County:   Montgomery

PROPERTY DATA

      Rentable Area (SF):  7,488

              Year Built:  1996

            Construction:  1-story wood/panel

              Bay Depths:  70'

          Anchor Tenants:  Hollywood Video

RENTAL DATA

          Quoted Rate/SF:  $16.76

      EXISTING RATE RANGE

          Anchor Tenants:  $16.76

              Spec Space:  None

        Restaurant Space:  None


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 83
<PAGE>

                                           RETAIL RENT COMPARABLE NO. 2, CONT'D.
- --------------------------------------------------------------------------------

LEASE TERMS

       Lease Basis:  Absolute Net

Typical Lease Term:  15 years; 2 options

        CAM Charge:  Tenant pays direct

  Escalator Clause:  Every 5 years

        Finish-Out:  Build-to-suit

 Rental Concessions None

Occupancy Rate:  100%                 Historical Occupancy Rate:  N/A

Verified By:     Gerry Woodruff

Date:            12/10/96.                            Comp_Code:  263

COMMENTS: The property rent basis is absolute net. Tenant pays insurance, taxes
          and common area maintenance directly. Landlord is responsible for
          structural maintenance only. The location is a high traffic corridor
          convenient to local established neighborhoods.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 84
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 3:
- --------------------------------------------------------------------------------

                               [GRAPHICS OMITTED]

PROJECT DATA

  Project Name:  Hollywood Video, Jackson

      Location:  E/s of N. Highland Avenue, South of Bon Air Circle, Jackson, TN

        County:  Madison

PROPERTY DATA

  Rentable Area (SF):  7,488

          Year Built:  1997 proposed

        Construction:  Wood Frame with dryvit panels

          Bay Depths:  72' x 104'

      Anchor Tenants:  Free standing Hollywood Video

RENTAL DATA

      Actual Rate/SF:  $17.38/SF

  EXISTING RATE RANGE

      Anchor Tenants:  $17.38/SF

          Spec Space:  N/A

    Restaurant Space:  N/A


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 85
<PAGE>

                                           RETAIL RENT COMPARABLE NO. 3, CONT'D.
- --------------------------------------------------------------------------------

LEASE TERMS

           Lease Basis:   Absolute Net

    Typical Lease Term:   15 Year with two five year options

            CAM Charge:   N/A

      Escalator Clause:   Minimum 12% every 5 years

            Finish-Out:   Build-to suit (turnkey)

     Rental Concessions   None

Occupancy Rate:    100%              Historical Occupancy Rate:  N/A

Verified By:       Gerry Woodruff

Date:              06/01/97                          Comp_Code:  292

COMMENTS: The facility is scheduled for an early fall 1997 completion. Good
          location near Old Hickory Mall. Land value is $400,000.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 86
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 4:
- --------------------------------------------------------------------------------

                               [GRAPHICS OMITTED]

PROJECT DATA

 Project Name:   Pier One, Paducah

     Location:   S/s of Hinkleville Road @ Kentucky Oaks Mall

       County:   McCrackin

PROPERTY DATA

    Rentable Area (SF):  10,000

            Year Built:  1995

          Construction:  Masonry/storefront

            Bay Depths:  N/A

        Anchor Tenants:  Pier One Imports

RENTAL DATA

        Actual Rate/SF:  $12.00

   EXISTING RATE RANGE

        Anchor Tenants:  $12.00

            Spec Space:  N/A

      Restaurant Space:  N/A


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 87
<PAGE>

                                           RETAIL RENT COMPARABLE NO. 4, CONT'D.
- --------------------------------------------------------------------------------

LEASE TERMS

          Lease Basis:  Absolute Net

   Typical Lease Term:  10.5 years with three 5 years options

           CAM Charge:  Tenant pays expenses direct

     Escalator Clause:  Flat 10.5 years;20% bump each 5 year option

           Finish-Out:  low cost

    Rental Concessions  None

Occupancy Rate:  100%             Historical Occupancy Rate:  N/A

Verified By:     Third Party Broker

Date:                                             Comp_Code:  293

COMMENTS: Good location at Kentucky Oaks Mall entrance. Building includes
          relatively low cost finishout. Lease commenced in mid 1995.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 88
<PAGE>

                                                   RETAIL RENT COMPARABLE NO. 5:
- --------------------------------------------------------------------------------

                               [GRAPHICS OMITTED]

PROJECT DATA

  Project Name:  Blockbuster Video, Paducah

      Location:  S/s of Hinkleville Road @ Kentucky Oaks Mall

        County:  McCrackin

PROPERTY DATA

    Rentable Area (SF):  5,500

            Year Built:  1988

          Construction:  Masonry

            Bay Depths:  N/A

        Anchor Tenants:  Blockbuster, Game Room

RENTAL DATA

        Quoted Rate/SF:  $11.90

   EXISTING RATE RANGE

        Anchor Tenants:  $11.90 SF

            Spec Space:  $9.00 SF

      Restaurant Space:  N/A


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 89
<PAGE>

                                           RETAIL RENT COMPARABLE NO. 5, CONT'D.
- --------------------------------------------------------------------------------

LEASE TERMS

           Lease Basis:  5 years with two 5 year options

    Typical Lease Term:  NNN

            CAM Charge:  N/A

      Escalator Clause:  Every five years

            Finish-Out:  $7.27/SF allowance

     Rental Concessions  None

Occupancy Rate:  100%          Historical Occupancy Rate:  N/A

Verified By:     Broker

Date:            06/02/97                      Comp_Code:  294

COMMENTS: Good location in front of Kentucky Oaks Mall. Space allowance includes
          carpet floors & drywall interior walls. Lessor spent $40,000 for
          tenant finish. Blockbuster typically finishes the remaining space to
          suit their demands. Lease commenced in August 1994.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 90
<PAGE>

                               COMPARABLE RENT MAP

                               [GRAPHICS OMITTED]


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 91
<PAGE>

                                              ANALYSIS OF POTENTIAL GROSS INCOME
================================================================================

RENT ROLL

================================================================================
Suite   Tenant      Size    Lease   Lease   Lease    Rent/SF   Lease   Annual
#                   (SF)    Begin   End     Term               Type    Rent
                                            (Yrs.)
1       Hollywood   7,488   10/97   09/12   15       $16.78    Net     $125,649
        Video
================================================================================

Option periods:               Two periods of five years each.
Annual Rent Schedule
     Year 1-5                 $125,649 annual rent; Thereafter, annual rent for
                              any five year period in the Initial Term or any
                              Option Period shall be increased by the lesser of
                              either twelve percent (12%) or cumulative C.P.I.

Percentage Rent:              None

TENANCY:                      Single Tenant
SQUARE FEET OCCUPIED:         7,488 SF
SQUARE FEET VACANT - SHELL:   0 SF
SQUARE FEET VACANT -
 2ND GENERATION:              0 SF
RENT TREND:                   New construction, not applicable

COMPARABLE RENTAL ANALYSIS/SUBJECT ESTIMATED MARKET RENTS

INTRODUCTION

     In order to estimate market rent rates to apply to the subject, we surveyed
similar properties in the subject neighborhood. Factors which typically
influence rental rates include location, and physical attributes such as age,
condition and design/appeal characteristics. The rent comparables presented in
this report represent the most comparable properties to the subject with respect
to age, quality of construction and location. The following chart summarizes the
comparable improved rental data previously presented.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 92
<PAGE>

                                     ANALYSIS OF POTENTIAL GROSS INCOME, CONT'D.
- --------------------------------------------------------------------------------

SUMMARY OF COMPARABLE IMPROVED RENTAL DATA

<TABLE>
<CAPTION>
=============================================================================================================
Rent No.             Subject           1                2              3              4             5
- -------------------------------------------------------------------------------------------------------------
Name/Address        Hollywood      Hollywood        Hollywood      Hollywood       Pier One    Blockbuster
                      Video          Video            Video          Video         Imports
                                  Murfreesboro     Clarksville      Jackson
- -------------------------------------------------------------------------------------------------------------
<S>                       <C>       <C>             <C>           <C>            <C>                  <C>  
Size(SF)                  7,488            7,488           7,488         7,488         10,000          5,500
- -------------------------------------------------------------------------------------------------------------
Year Built                 1997             1996            1996          1997           1995           1988
- -------------------------------------------------------------------------------------------------------------
Occupancy                  100%             100%            100%          100%           100%           100%
- -------------------------------------------------------------------------------------------------------------
Quoted Rate/SF              N/A           $17.41          $16.76        $17.30         $12.00         $11.90
- -------------------------------------------------------------------------------------------------------------
Tenant Expenses             N/A     Absolute Net    Absolute Net  Absolute Net   Absolute Net            NNN
- -------------------------------------------------------------------------------------------------------------
CAM Charge                  N/A      Tenant pays     Tenant pays   Tenant pays    Tenant pays            N/A
                                          direct          direct        direct         direct
- -------------------------------------------------------------------------------------------------------------
Rental Concessions          N/A             None            None          None           None           None
- -------------------------------------------------------------------------------------------------------------
Effective Rate/SF                         $17.41          $16.76        $17.30         $12.00         $11.90
=============================================================================================================
</TABLE>

     All property characteristics of the comparable rentals and the subject
property have been analyzed by the appraisers. The following summarizes the
comparison of primary factors of the comparable rentals affecting rents as
compared to the subject.

COMPARISON TO SUBJECT

SUBJECT:
     Primary Negative Factors:    None
     Primary Positive Factors:    Established retail corridor.

RENT NO.1 - HOLLYWOOD VIDEO MURFREESBORO:
     Inferior Factors
       Compared to Subject:       None
     Superior Factors
       Compared to Subject:       Location
     Overall Comparison
       to Subject:                Superior based on location

RENT NO.2 - HOLLYWOOD VIDEO CLARKSVILLE:
     Inferior Factors
       Compared to Subject:       None
     Superior Factors
       Compared to Subject:       Similar
     Overall Comparison
       to Subject:                Similar


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 93
<PAGE>

                                     ANALYSIS OF POTENTIAL GROSS INCOME, CONT'D.
- --------------------------------------------------------------------------------

RENT NO.3 - HOLLYWOOD VIDEO JACKSON:

     Inferior Factors
       Compared to Subject:      None
     Superior Factors
       Compared to Subject:      Similar
     Overall Comparison
       to Subject: Similar

RENT NO.4 - PIER ONE IMPORTS:

     Inferior Factors
       Compared to Subject:      Tenant finishout allowance was much less, size
                                 of building, older lease origination
     Superior Factors
       Compared to Subject:      None
     Overall Comparison
       to Subject:               Inferior

RENT NO.5 - BLOCKBUSTER:

     Inferior Factors
       Compared to Subject:      Finishout allowance, older lease origination
     Superior Factors
       Compared to Subject:      Slightly superior
     Overall Comparison
       to Subject:               Inferior

Most Comparable Rentals:         No.2 & 3

     CONCLUSIONS/ANALYSIS: Most build-to-suit leases are derived on the basis of
approved development costs, including the land, by the prospective tenant. As a
result, land value/price has a significant impact on the rent. In addition, the
date the lease is a significant issue because of rising land and construction
costs. The most recent lease is the Hollywood Video store in Jackson, Tennessee,
which generally has the most similar location and demographic characteristics.

     The two local lease comparables are inferior to the subject property. The
lease dates on both these comparables are two to three years old. However, the
main factor is the finishout of the rents. It does not appear that the rent
comparables located in Paducah were build-to-suit properties. Blockbuster was
given a typical finishout in an older building, with the tenant responsible for
significant additional finish above the landlord's allowance. Pier One Imports
apparently completed the interior design of its building. Thus considering this
significant factor, the market data tends to support a $16.50/SF to $17.50/SF
market rental for subject. This compares to the $16.78/SF lease rate for the
subject on an absolute net basis. Thus, it appears the subject's existing lease
- -falls within the range of the most comparable properties, especially
considering the subject has a 15 year lease to a credit tenant.

     ESTIMATED MARKET RATE:      $16.50 to $17.50 /SF given land values and the 
                                 build-to suit nature of the subject property.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 94
<PAGE>

                                     ANALYSIS OF POTENTIAL GROSS INCOME, CONT'D.
- --------------------------------------------------------------------------------

     EXPENSE RECOVERIES:
       Analysis:                 All of the comparable retail lease rates were
                                 based on an absolute net basis. The following
                                 Stabilized Operating Statement, which follows
                                 the Analysis of Expenses, is based on the
                                 proposed lease rate.

     The Stabilized Operating Statement, which follows the Analysis of Expenses,
is based on the subject's actual lease rate and expense pass throughs.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 95
<PAGE>

                                                            ANALYSIS OF EXPENSES
================================================================================

INTRODUCTION

     No historical data was available from the property since the subject
construction was only completed within the past two months. The subject has an
absolute net lease with the landlord only responsible for the structural walls
and roof repairs. The tenant will pay and be billed directly for all other
expenses. Therefore, the subject will have minimal expenses to the landlord. The
following analysis addresses only those expenses that are the responsibility of
the landlord.

VACANCY & COLLECTION LOSS
     EXPENSE DESCRIPTION:        Vacancy & collection loss is an allowance for
                                 reductions in potential income attributable to
                                 vacancies, tenant turnover and nonpayment of
                                 rent. The allowance is usually estimated as a
                                 percentage of potential gross income, which
                                 varies depending on the type and
                                 characteristics of the physical property, the
                                 quality of tenants, current and projected
                                 supply and demand, and general and local
                                 economic conditions. The percentage rate
                                 recognized reflects typical investor
                                 expectations over the specific holding period
                                 assumed or projected.

     SUBJECT DATA:
       TENANCY:                  Single Tenant
       CURRENT OCCUPANCY:        100%

     ANALYSIS:                   Based on a review of the market data above as
                                 well as the subject's current vacancy, a
                                 vacancy and collection loss of 1% is believed
                                 to appropriately recognize potential collection
                                 loss over the holding period. In reality, the
                                 lease is a 15 year lease and there will be no
                                 tenant turnover. However, the treatment of the
                                 subject vacancy must be the same as the vacancy
                                 treatment of the sales in order to derive the
                                 same type of calculated net operating income
                                 for capitalization purposes. The comparable
                                 sales utilized a 1% vacancy.

ESTIMATED VACANCY &
     COLLECTION LOSS:            1% 

MANAGEMENT:
     EXPENSE DESCRIPTION:        The subject must be considered as an investment
                                 under prudent management. A charge is made to
                                 reflect either the owner's input of time and
                                 attention or that of a professional agent. The
                                 expense would include the collection of rents,
                                 supervision of all maintenance, etc.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 96
<PAGE>

                                                   ANALYSIS OF EXPENSES, CONT'D.
- --------------------------------------------------------------------------------

     ANALYSIS:                   The proforma annual management fee for the
                                 subject property is 1.0% of the Effective Gross
                                 Income. This reflects the owners time and
                                 expense for bookkeeping and other minimal
                                 management duties since it is considered a
                                 long-term, absolute net lease.

     ESTIMATED MANAGEMENT:       1.0%

RESERVES:
     EXPENSE DESCRIPTION:        A reserves or replacement allowance provides
                                 for the periodic replacement of building
                                 components that wear out more rapidly than the
                                 building itself and must be replaced
                                 periodically during the building's economic
                                 life. Examples of these components are roof
                                 cover, HVAC compressors, parking areas and
                                 other site improvements.

     ANALYSIS:                   The reserves expense estimate is based
                                 primarily on the typical expense recognized by
                                 buyers as compared to a calculated type
                                 estimate Based upon the age and condition of
                                 the property and typical buyer actions, the
                                 reserves expense estimate is $0.10/SF.

     ESTIMATED RESERVES:         $0.10/SF

ESTIMATED EXPENSE SUMMARY

          MANAGEMENT                          1.0%  EGI  =   $1,244

          TAXES:                            $0.10   /SF  =   $  749
                                                             ------

     SUBTOTAL EXPENSES:                     $0.28   /SF  =   $1,993


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 97
<PAGE>

                                                   ANALYSIS OF EXPENSES, CONT'D.
- --------------------------------------------------------------------------------

STABILIZED OPERATING STATEMENT

GROSS RENTAL INCOME POTENTIAL:

                                           Lease
                       Size (SF)            Rate
  Gross Rent Income       7,488     @     $16.78 /SF       =        $125,649
  (See Rent Roll for Rent Allocation)

Plus: Expense Recovery                                                     0
TOTAL GROSS ANNUAL INCOME:                                          $125,649

LESS: VACANCY/COLLECTION LOSS                 1%                    $  1,256

EFFECTIVE GROSS INCOME                                              $124,392

LESS EXPENSES

  Management              1.0%  EGI  =   $1,244
  Taxes:                $0.00   /SF  =   $    0
  Insurance:            $0.00   /SF  =   $    0
  CAM:                  $0.00   /SF  =   $    0
  Administration:       $0.00   /SF  =   $    0
  Reserves:             $0.10   /SF  =   $  749
SUBTOTAL EXPENSES:      $0.27   /SF  =   $1,993                     $ (1,993)
NET OPERATING INCOME:                                               $122,399

  NOI/SF:               $16.35
  NOI/Gross Income       97.41%

                            CAPITALIZATION TECHNIQUE
               ----------------------------------------------------

               ----------------------------------------------------
                 NOI           /      OAR      =     Value Estimate
               $122,399        /     9.75%     =       $1,255,379

               CURRENT STABILIZED VALUE ESTIMATE       $1,260,000
               Less: Deferred Maintenance                       0
               Less: Lease-Up Costs to Stabilization            0
               AS IS VALUE ESTIMATE                    $1,260,000


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 98
<PAGE>

                                          ANALYSIS OF DIRECT CAPITALIZATION RATE
================================================================================

INTRODUCTION

     Direct capitalization is a method used to convert a single year's income
estimate into a value indication. The capitalization rate utilized in the income
capitalization approach combines input from the marketplace in conjunction with
a review of mortgage/equity positions. Although the appraiser can estimate an
overall capitalization rate by using various techniques, derivation of the rate
from comparable sales is generally preferred when sufficient data are available
from transactions of similar, competitive properties. In order to provide a
consistent basis for comparison, the net operating income from each comparable
is calculated and estimated in the same manner as that for the subject property.
Additionally, the appraiser must conclude that neither non-market financing
terms nor different market conditions have affected the transaction prices of
the comparable. When these requirements are met, the appraiser estimates the
overall rate by dividing each property's net operating income by its sale price.

IMPROVED SALES' OVERALL RATE SUMMARY

<TABLE>
<CAPTION>
========================================================================================================
Sale No.         Subject         1                2                3               4            5

Name/Address                 Hollywood        Hollywood        Hollywood       Hollywood     Western
                               Video            Video,           Video,          Video,        Auto
                            Clarksville      Murfreesboro       Columbia     Jackson, TN
- --------------------------------------------------------------------------------------------------------
<S>              <C>             <C>               <C>            <C>             <C>         <C>
Sale Date        Current         04/15/97          09/26/97       09/26/97        09/26/97    09/01/96
- --------------------------------------------------------------------------------------------------------
Year Built         1997              1996              1997           1997            1997        1994
- --------------------------------------------------------------------------------------------------------
Occupancy           100%              100%              100%           100%            100%        100%
- --------------------------------------------------------------------------------------------------------
Size (SF)         7,488             7,488             7,488          7,488           7,488       9,100
- --------------------------------------------------------------------------------------------------------
% Credit/           100%              100%              100%           100%            100%        100%
Anchor
- --------------------------------------------------------------------------------------------------------
Overall Rate        N/A              9.78%             9.74%          9.74%           9.93%       9.72%
========================================================================================================
</TABLE>

Note: All transaction data in the chart reflects cash equivalency and/or other
      adjustments applied in the comparable sale summary sheets.

COMPARISON OF IMPORTANT FACTORS AFFECTING OAR

     All property and conditions of sale characteristics of the comparable sales
and the subject property have been analyzed by the appraisers. The following
summarizes the comparison of primary factors of the comparable sales affecting
value as compared to the subject.

     NOTE: The reader is reminded that this is a comparison of overall rates and
not the sales price per square foot. Therefore, the terms of comparison to the
subject of each sale may be different than those used in the previously
presented Sales Comparison


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                              Page 99
<PAGE>

                                 ANALYSIS OF DIRECT CAPITALIZATION RATE, CONT'D.
- --------------------------------------------------------------------------------

Approach, which was based on the quantity of income and subsequent adjustments
to the sales price per square foot. While the overall rate recognizes physical
factors, intangible factors such as quality of tenants, conditions of sale,
occupancy at time of sale, and investment quality tend to have stronger
influence on the overall rate comparison. As an example, two properties with
different locations and quality of improvements may have significantly different
per square foot sales prices, but very similar overall rates. Thus, the
comparison to the subject includes the intangible factors influencing overall
rates.

SUBJECT:
    Primary Negative Factors:    None
    Primary Positive Factors:    None compared to comparables

MOST COMPARABLE:                 Sale Nos. 1 through 5

     COMMENT/ANALYSIS: Four of the sales represent sales of Hollywood Video
stores with similar lease structures as the subject. The local Western Auto
Store sale has a similar overall rate as the Hollywood Video sales, indicating
no significant differences. Four of the five sales reflect a range of 9.72% to
9.78%. Thus, the estimated overall rate for the subject is 9.75%.

CONCLUDED OAR:                   9.75%

ANALYSIS OF SUBJECT'S POTENTIAL MORTGAGE TERMS

PRELIMINARY ANALYSIS:            Several factors affect the potential real
                                 estate mortgage terms of any given property.
                                 These factors include, credit worthiness of the
                                 borrower, quality of tenants, length of term,
                                 amortization and other factors considered by
                                 lenders when analyzing the relative risk of a
                                 loan. However, lenders typically have general
                                 parameters or guidelines established for real
                                 estate loans. The appraisers have had
                                 discussions with local mortgage brokers about
                                 long-term financing terms and bank loan
                                 officers about short term financing.

     LONG-TERM FINANCING:        Institutional lenders are typically
                                 establishing interest rates on the basis of 175
                                 to 225 basis points above the comparable term
                                 U.S. Treasury Bond with a 7 to 10 year term, 20
                                 to 25 year amortization and 70% to 75%
                                 loan-to-value ratio. While these terms may vary
                                 from lender to lender, the ultimate test for a
                                 particular loan is the debt coverage ratio.

     BANK SHORT-TERM
       FINANCING:                Banks are typically utilizing the prime rate as
                                 the index for loans. Mortgage interest rates
                                 are typically 150(plus or minus) basis points
                                 above the prime rate. The mortgage terms are
                                 preferably a


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 100
<PAGE>

                                 ANALYSIS OF DIRECT CAPITALIZATION RATE, CONT'D.
- --------------------------------------------------------------------------------

                                 three year call based on a 20 to 25 year
                                 amortization and 70% to 75% loan-to-value
                                 ratio; however, banks will provide a five year
                                 term in some situations.

SUMMARY OF SUBJECT'S POTENTIAL MORTGAGE TERMS

     MORTGAGE TYPE:Long-term;
       Analysis:                 This appraisal contemplates a typical long-term
                                 loan instead of a bank short-term loan. While
                                 the bank loan is common, a long-term loan is
                                 more consistent with the typical holding period
                                 for real estate.

     U.S. TREASURY BOND
       10 YEAR RATE(1):          6.00%
     LOAN TERM:                  10 years
     AMORTIZATION:               20 years
     LOAN-TO-VALUE RATIO:        75%
     APPROX. INTEREST RATE:      8.00%

DEBT COVERAGE RATIO (DCR) ANALYSIS: A TEST OF REASONABLENESS

                                                            FINAL REPORT
                                        DIRECT CAP VALUE          VALUE

DIRECT CAPITALIZATION VALUE                   $1,260,000     $1,255,000

LOAN AMOUNT @ L-TO-V OF            75%        $  945,000     $  941,250

MONTHLY PAYMENT                               $    7,904     $    7,873

ESTIMATED NOI                                 $  122,399     $  122,399

DIVIDED BY ANNUAL PAYMENT                     $   94,852     $   94,476

IMPLIED DEBT COVERAGE RATIO                         1.29           1.30

     COMMENT/ANALYSIS: The implied debt coverage ratios for the direct
capitalization method value estimate and the final report value (based on
correlation of all three approaches) are acceptable and reasonable.

- ----------
     (1) Note: The rate is an approximation on a rounded basis due to the weekly
change in the rate.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 101
<PAGE>

                                                INCOME CAPITALIZATION APPROACH -
                                                                  RECONCILIATION
================================================================================

INTRODUCTION

     The direct capitalization and discounted cash flow analysis are the two
most frequently utilized methods in appraisal practice. The Direct
Capitalization Method represents the more traditional method and the Discounted
Cash Flow Analysis Method is the more current for investment grade property.

DIRECT CAPITALIZATION            $1,260,000

     The Direct Capitalization Method utilized stabilized gross income based on
existing lease income (if any) and vacant lease space at market rates.
Appropriate deductions from the gross income, including vacancy & credit loss
and expenses, were analyzed and supported from available data. The resulting net
operating income was capitalized based on an overall rate derived from
comparable sales presented in the Sales Comparison Approach.

DISCOUNTED CASH FLOW             OMITTED

     A Discounted Cash Flow model takes into account the future income to the
property based on current and expected future market rental rates. The analysis
also recognizes current investor perceptions of future appreciation rates and
economic factors as well as current investors' required rates of return on
invested capital. Over the past few years, investors have placed less emphasis
on this technique as a primary valuation tool. It has become more of a test of
reasonableness. The discounted cash flow is not typically a significant
valuation tool for a single tenant, long-term lease property, particularly with
adequate sales data from which an overall rate can be derived.

RECONCILIATION

VALUE ESTIMATE SUMMARY BY METHOD:
     DIRECT CAPITALIZATION:                              $1,260,000
     DISCOUNTED CASH FLOW ANALYSIS:                         OMITTED

     The subject's investment grade quality is good with the most probable buyer
being a sophisticated regional or national investor. Recent investor trends
reflect a tendancy of investors to focus on the direct capitalization approach.
In addition, a sufficient number of recent sales of similar properties is
available to derive an overall capitalization rate. Thus, total consideration is
given the direct capitalization approach

     Therefore, the estimated value of the subject property by the income
capitalization approach, as of November 24, 1997, as follows:

VALUE INDICATED BY THE INCOME CAPITALIZATION APPROACH                 $1,260,000

     Implied OAR:                9.71%


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 102
<PAGE>

                                         CORRELATION AND FINAL ESTIMATE OF VALUE
================================================================================

INTRODUCTION:

     The three indications utilized in the appraisal of the subject property
falls within an acceptable range. In the final analysis, the strengths and
weaknesses of each approach must be considered and most weight must be given to
the approach or approaches with the greatest quantity and quality of supporting
data. Since market value is being sought, all three approaches rely heavily upon
supporting data from the marketplace.

COST APPROACH:                   $1,217,000

GENERAL DESCRIPTION:             The cost approach is most applicable when a
                                 property is new or proposed and represents the
                                 highest and best use of the site. Land values
                                 are documented in the marketplace and cost
                                 estimates are readily supported. The inherent
                                 weakness of this approach is that it gives no
                                 consideration to the income-producing
                                 capability of a property.

ANALYSIS:                        Since the subject is proposed construction and
                                 market conditions are currently favorable, this
                                 is a reasonable method of valuation. However,
                                 it is utilized more as a test of feasibility
                                 for the subject because it does not reflect the
                                 actions of buyers/investors in the market and
                                 the credit worthiness of the tenant.

WEIGHTED CONSIDERATION:          Limited

SALES COMPARISON APPROACH:       $1,250,000

GENERAL DESCRIPTION:             The sales comparison approach is utilized in
                                 the valuation of the subject. The appraisal
                                 utilizes the best available and verifiable
                                 single tenant, investment grade tenant property
                                 sales comparable to the subject property. This
                                 approach utilized two methods to estimate a
                                 value range for the subject - 1) sales price
                                 per square foot and 2) the gross income
                                 multiplier (GIM). The adjusted selling price
                                 per square foot of building area and GIM of
                                 each comparable is utilized in comparison to
                                 the subject property. After appropriate
                                 adjustments, these sales were generally similar
                                 to the subject in quality, design, location and
                                 age.

ANALYSIS:                        A sufficient quantity and quality of comparable
                                 sales was available to compare to the subject.
                                 Given the similar investment quality and type
                                 of buyer of the comparable sales, this approach
                                 is


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 103
<PAGE>

                                CORRELATION AND FINAL ESTIMATE OF VALUE, CONT'D.
- --------------------------------------------------------------------------------

                                 considered a very reliable value indicator for
                                 the subject.

WEIGHTED CONSIDERATION:          Significant

INCOME CAPITALIZATION 
  APPROACH:                      $1,260,000

GENERAL DESCRIPTION:             The income capitalization approach involved the
                                 analysis of the existing rent as compared with
                                 market rent for the subject space.
                                 Additionally, a stabilized operating statement
                                 was developed. The net operating income was
                                 capitalized by the appropriate capitalization
                                 rate which was derived by sales comparison.

ANALYSIS:                        A sufficient quantity and quality of comparable
                                 rental and sale data was available to compare
                                 to the subject. Since the subject's most
                                 probable buyer is a regional or national
                                 investor, this approach is considered highly
                                 reflective of the actions and investment
                                 criteria for the potential investor in the
                                 subject property.

WEIGHTED CONSIDERATION:          Significant

SUMMARY OF VALUE INDICATIONS

     COST APPROACH                                           $1,217,000
     SALES COMPARISON APPROACH                               $1,250,000
     INCOME CAPITALIZATION APPROACH                          $1,260,000

FINAL CONCLUSION OF VALUE

     In view of the previous analyses, the most weight has been placed on the
sales comparison approach and income capitalization approach with limited weight
being placed on the cost approach in the valuation of the subject property. The
cost approach value indication is supportive of the other two approaches and
supports the feasibility of the development. Thus, the market value of the
subject property, contingent to the Assumptions and Limiting Conditions
presented herein, as of November 24, 1997, is estimated to be:

               ONE MILLION TWO HUNDRED FIFTY-FIVE THOUSAND DOLLARS
                                  ($1,255,000)


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 104
<PAGE>

                                                          CERTIFICATION OF VALUE
================================================================================

We certify that, to the best of our knowledge and belief,...

1.   The statements of fact contained in this report are true and correct.

2.   The reported analyses, opinions, and conclusions are limited only by the
     reported assumptions and limiting conditions, and are our personal,
     unbiased professional analyses, opinions, and conclusions.

3.   We have no present or prospective interest in the property that is the
     subject of this report, and we have no personal interest or bias with
     respect to the parties involved.

4.   Our compensation is not contingent upon the reporting of a predetermined
     value or direction in value that favors the cause of the client, the amount
     of the value estimate, the attainment of a stipulated result, or the
     occurrence of subsequent event.

5.   Our analyses, opinions, and conclusions were developed, and this report has
     been prepared, in conformity with the Uniform Standards of Professional
     Appraisal Practice published by the Appraisal Foundation and the Standards
     of Professional Practice of the Appraisal Institute.

6.   The use of this report is subject to the requirements of the Appraisal
     Institute relating to review by its duly authorized representatives.

7.   As of the appraisal date, James E. Lamb, MAI, has completed the
     requirements of the continuing education program of the Appraisal
     Institute.

8.   We have made a personal inspection of the property that is the subject of
     this report.

9.   No one provided significant professional assistance to the person(s)
     signing this report.

10.  This appraisal assignment was not based on a requested minimum valuation, a
     specific valuation, or the approval of a loan.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 105
<PAGE>

                                                 CERTIFICATION OF VALUE, CONT'D.
- --------------------------------------------------------------------------------

11.  The market value of the Leased Fee interest for the subject property,
     subject to the Assumptions and Limiting Conditions stated herein, as of
     November 24, 1997, is estimated to be:

               ONE MILLION TWO HUNDRED FIFTY-FIVE THOUSAND DOLLARS
                                  ($1,255,000)


/s/ James E. Lamb                       Eugene L. Poe Jr.

James E. Lamb, MAI                      Eugene L. Poe, Jr.
Review Appraiser                        Associate Appraiser
State Certified General Real            State Certified General Real 
  Estate Appraiser                      Estate Appraiser
Licensee #CG-557                        Kentucky Temporary License #6723


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 106
<PAGE>

                                                                    APPRAISAL OF
                                                THE HOLLYWOOD VIDEO, PADUCAH, KY
                                                       ASSUMING A PORTFOLIO SALE
================================================================================


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 107
<PAGE>

                                                                 INTRODUCTION TO
                                           PORTFOLIO SALE MARKET VALUE ESTIMATES
================================================================================

INTRODUCTION

     This analysis is presented in a brief format in order that descriptions and
analysis is not replicated from the previous section representing the appraisal
report of the total shopping center. The following analysis relies heavily on
the data and analysis previously presented and must remain a part of the total
shopping center appraisal report to be fully understood by the reader.

     In addition to the appraisal of the subject previous market value estimate,
the client has requested a value estimate assuming the subject property is part
of a defined portfolio sale of 18 retail properties included in the client's
loan package. Since all 18 properties are in the client's loan package, the
portfolio valuation assumption requested is reasonable, particularly in
assisting the client in the underwriting process. A summary of the 18 properties
is provided as an exhibit to this report section.

     The reader should note that Huber & Lamb has only completed appraisals on
seven of the properties, which include the following:

     1.   Brownsville Plaza
     2.   Hollywood Video, Paducah, KY
     3.   Delchamps Plaza
     4.   Chicot Crossing
     5.   One Main Place
     6.   Eckerds, Franklin, TN
     7.   Hollywood Video/Jiffy Lube, Franklin, TN

     The appraiser has been provided the rentrolls for the remaining 11
properties. Since the appraiser has not appraised or inspected the remaining 11
properties, it must be assumed that these 11 properties are at least the same
general quality of investment as the six properties appraised by Huber & Lamb.
We have had discussions with the appraiser of the remaining 11 properties, which
tends to support this assumption.

     The only reliable technique and approach to value is considered to be the
direct capitalization approach of the income capitalization approach to value.
This is the only approach that can adequately address the financial issues
involved in the specialized value requested.

FACTORS EFFECTING PORTFOLIO VALUATIONS

     The appraisers have had numerous conversations with institutional lenders,
brokers and retail investors to determine if a portfolio purchase could have an
effect on individual property overall rates as compared to the individual,
non-portfolio sales of similar properties. The question presented to each was
"Does a portfolio purchase have an effect on the overall rate as compared to
individual property transactions?" The surveyed individuals included the
following:


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 108
<PAGE>

                                            PORTFOLIO SALE MARKET VALUE ESTIMATE
- --------------------------------------------------------------------------------

Institutional Lenders:           Prudential Insurance, Vice President of
                                 Comptrollers and Valuation, Newark, NJ office

                                 New York Life, Regional Appraiser - Southeast
                                 Region

Broker:                          Cushman & Wakefield, Atlanta - broker
                                 specializing in shopping center sales and
                                 portfolio transactions

Investor:                        Highwoods REIT, Vice President - primarily
                                 office and industrial investor in the southeast
                                 region of the US

                                 Itochu International, New York Office Vice
                                 President - Japanese investor representative
                                 and consultant with significant background in
                                 portfolio investments and consultations

     The following summary of general factors effecting portfolio valuations
represent the general consensus of the people surveyed.

     1.   Geographic Dispersion

          Portfolios with properties in the same geographical region are
          preferred. However, for retail portfolios, dispersion in various
          locations within the region is preferred to spread out the potential
          risks of swings in local economies and retail markets.

     2.   Quality of Properties in the Portfolio

          The people surveyed indicated this factor can have a significant
          effect on the portfolio valuation. If all properties are low quality,
          riskier properties, the portfolio overall rates could very well be
          higher than the overall rate for individual property sales. However,
          if the quality of properties is good (i.e., well anchored centers with
          10+ year remaining terms, age, location within their markets), the
          portfolio overall rate will be positively effected as compared to the
          overall rate for individual property sales.

     3.   Total Dollar of Portfolio Investment

          Assuming favorable geographic dispersion and quality of properties,
          the total dollar amount of the portfolio investment must be large
          enough to attract investors that would be willing to pay a premium for
          overall investment. Those surveyed respondents that indicated a dollar
          amount indicated the total portfolio investment would probably have to
          exceed $25 million.


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<PAGE>

                                            PORTFOLIO SALE MARKET VALUE ESTIMATE
- --------------------------------------------------------------------------------

     All of the respondents generally indicated that their opinions are based on
the current market conditions. One gave the example that the same scenario
approximately five years ago, during a real estate recession, would probably
yield a discount on value (i.e., a higher overall rate). However, current and
recent market conditions over the past two years have been very strong.

     SUBJECT PORTFOLIO CONCLUSIONS: The general portfolio was described to each
person surveyed including type of shopping center, general locations, percentage
of anchor, remaining term of anchors and potential minimum of total dollar
investment for the 18 property portfolio. All of the persons surveyed indicated
that based on the information provided, the subject portfolio appears to be a
good quality investment portfolio based on the primary criteria previously
described.

SURVEYED RESPONDENTS INDICATION OF PORTFOLIO EFFECT ON THE OAR

     The respondents all tended to agree that, based upon the description of the
subject portfolio, the overall rate of a portfolio purchase should have a
positive effect as compared to the individual property overall rates. The
institutional lender respondents tended to be more vague in their responses. The
two respondents that appeared to have the most experience in this matter and
provided more detailed responses were the Cushman & Wakefield broker and the
Itochu investor/consultant. The most active portfolio buyers are currently Real
Estate Investment Trusts (REITs); however, other national investor types such as
pension funds, life companies and foreign investors are also active in portfolio
purchases. The following summarizes their individual assessments.

CUSHMAN & WAKEFIELD BROKER:      The broker discussed potential effects on the
                                 overall rate in a broad and somewhat vague
                                 ranges. He indicated this was intentional
                                 because so many factors must be considered. One
                                 important factor is the motivation of the
                                 buyer.

                                 The broker indicated very generally that a
                                 portfolio purchase can definitely have a 25
                                 basis point positive effect (i.e., reduction)
                                 on overall rates. If the portfolio ranks well
                                 in the quality of properties category
                                 previously discussed, it is the brokers opinion
                                 that the reduction in overall rate range is 50
                                 basis points to about 100 basis points.

ITOCHU INVESTOR/CONSULTANT:      A true portfolio analysis truly consolidates
                                 the cash flows of all properties in the
                                 portfolio into one cash flow analysis. The
                                 consolidated cash flow analysis should probably
                                 yield an annual cash flow appreciation of 2% to
                                 4%. This will accommodate the analysis of a
                                 true internal rate of return for the overall
                                 portfolio in total.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 110
<PAGE>

                                            PORTFOLIO SALE MARKET VALUE ESTIMATE
- --------------------------------------------------------------------------------

                                 The investor would be looking for a true
                                 internal rate of return of approximately 20% to
                                 25%. Based on the description of the subject
                                 portfolio, a 20% internal rate of return would
                                 be the most probable targeted rate. The
                                 analysis should be based upon a hypothetical
                                 "loan" at an interest rate reflective of
                                 alternative cost of funds. This could be either
                                 130+ basis points above 10 year treasuries or
                                 175+ basis points above LIBOR.

                                 Based on the respondents experience, this will
                                 probably have an approximate 50+ to 100+ basis
                                 point reduction in the overall rate as compared
                                 to individual property overall rates.

                                 Since the appraisers did not appraise all 18
                                 properties in the subject portfolio, we have
                                 applied these criteria to the individual
                                 subject property cash flow. The implied
                                 alternative cost of funds, or hypothetical
                                 interest rate range equates to 7% to 7.5% and
                                 the hypothetical loan was derived based upon a
                                 1.15 debt coverage ratio. This discounted cash
                                 flow analysis values under these two scenarios
                                 ranged from 8.55% to 8.89%. This compares to
                                 the original individual property sale valuation
                                 overall rate of 9.75%. Thus, a 100 basis point
                                 reduction appears to be justified.

CONCLUSION

     Obviously, it is difficult to utilize matched pairs comparison to determine
the effect of portfolio investments on the overall rate because it can be highly
subjective what the overall rate should have been assuming properties sold on an
individual basis. Therefore, the appraiser had to rely on the opinions of real
estate professionals experienced in this type of transaction. All persons
surveyed suggested that a portfolio similar in quality to the subject portfolio
should generate a lower overall rate than the overall rate assuming the
properties sold individually. The two most reliable sources tended to suggest
ranges of a 50+ to 100+ basis point lower overall rate on a portfolio sale. Only
one source provided a solid mathematical calculation to estimate the overall
rate range. Based on the previous analysis, the most probable effect on the
subject's overall rate is a 100 basis point reduction of the original individual
property sale valuation overall rate of 9.75%, or 8.75%.

     The Stabilized Operating Statement net operating income utilized in the
following calculation is the same as the original net operating income presented
earlier in this report.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 111
<PAGE>

                                            PORTFOLIO SALE MARKET VALUE ESTIMATE
- --------------------------------------------------------------------------------

                             ESTIMATED SUBJECT VALUE
                            ASSUMING A PORTFOLIO SALE

               =====================================================
                  NOI         /         OAR     =     Value Estimate
               -----------------------------------------------------
               $122,399       /        8.75%    =       $1,398,851
               -----------------------------------------------------

               -----------------------------------------------------
               Portfolio Sale Value Estimate            $1,400,000
               =====================================================

FINAL CONCLUSIONS OF ASSUMED PORTFOLIO SALE VALUE

     In view of the previous analyses, the market value of the subject property,
contingent to the Assumptions and Limiting Conditions presented herein, and
particularly assuming the subject is part of a sale of the defined portfolio of
properties, as of November 24, 1997, is estimated to be $1,400,000.

     SPECIAL LIMITING CONDITION: The reader is reminded that the a true
portfolio valuation typically derives a value estimate based on the combined
cash flows of all properties within the portfolio. The total value estimate is
sometimes allocated to individual properties within the portfolio and sometimes
not allocated. As a result, portfolio valuation can have varying effects on
individual property values within the portfolio to a minor degree in a positive
or negative direction. The estimated subject portfolio sale value represents the
most probable overall effect on the subject property value, within reasonable
parameters, and in conjunction with the overall portfolio, given the information
available and stated herein.


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 112
<PAGE>

                                            PORTFOLIO SALE MARKET VALUE ESTIMATE
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                                       Years
Name                      Location        Size (GLA)  Anchor             Anchor Size (GLA)  % Anchor   Expiration  Remaining
- ----                      --------        ----------  ------             -----------------  --------   ----------  ---------
<S>                       <C>              <C>        <C>                          <C>         <C>       <C>            <C>  <C>
Brownsville Place         Brownsville, TN     76,762  Wal-Mart                      54,962      71.6%     4/17/10        13    54962

Greenbrier Station        Anniston, AL        62,540  Winn Dixie                    44,900      71.8%     1/28/17        20
                                                      Revco Drugs                    9,240      14.8%     1/31/12        15
                                                      Total Anchor                  54,140      86.6%                          54140

59 West                   Bessemer, AL        95,591  Winn Dixie                    44,090      46.1%    07/31/16
                                                      Drugs For Less                18,000      18.8%     8/31/11
                                                      Total Anchor                  62,090      65.0%                          62090

Clanton Marketplace       Clanton, AL         57,150  Winn Dixie                    35,000      61.2%     3/10/13        16
                                                      Harco Drugs                    8,450      14.8%     3/20/06         9
                                                      Total Anchor                  43,450      76.0%                          43450

Betts Crossing            Opelika, AL         58,400  Winn Dixie                    44,000      75.3%     12/1/16        19    44000

Opp Marketplace           Opp, AL             25,350  B.C. Moore                    16,900      66.7%      8/2/06         9
                                                      Harco                          8,450      33.3%     11/15/08       11
                                                      Total Anchor                  25,350     100.0%                          25350

Russell Crossing          Phenix City, GA     72,312  Winn Dixie                    45,500      62.9%     12/7/08        11
                                                      Big B Drugs                    9,000      12.4%    11/28/03         6
                                                                                    54,500      75.4%                          54500

Parker Shopping Center    Pensacola, FL       68,680  Winn Dixie                    44,000      64.1%     6/25/17        20
                                                      Scotty's                      19,880      28.9%     2/28/06         9
                                                                                    63,880      93.0%                          63880

The Y                     Panama City,        64,848  Winn Dixie                    46,422      71.6%    11/30/14        17
                                                      Eckerd Drugs                  10,354      16.0%     7/28/09        12
                                                                                    56,776      87.6%                          56776

29 North                  Pensacola           58,040  Winn Dixie                    44,000      75.8%    11/30/17        20
                                                      Big B                          9,240      15.9%    11/30/12        15
                                                                                    53,240      91.7%                          53240

Nine Mile Plaza           Pensacola          191,787  Winn Dixie                    46,372      24.2%    08/29/06         9
                                                      Eckerds                        8,640       4.5%    09/30/05         8
                                                      TJX                           78,000      40.7%    10/31/12        15
                                                                                   133,012      69.4%                         133012

Hollywood Video           Paducah, KY          7,488  Hollywood Video                7,488     100.0%    09/26/12        15

Mandeville Marketplace    Mandeville, LA      77,785  Winn Dixie                    53,986      69.4%     9/30/16        19
                                                      FNBC                          10,500      13.5%     9/11/03         6
                                                                                    64,486      82.9%                          64486

Delchamps Plaza           Long Beach, MS      62,859  Delchamps                     35,059      55.8%     7/31/09        12
                                                      Big B Drugs                    9,000      14.3%     7/31/99         2
                                                                                    44,059      70.1%                          44059

Chicot Crossing           Pascagoula, MS      122,360 Winn Dixie                    47,300      38.7%     3/24/16        19
                                                      Harco                         10,125       8.3%     1/31/11        14
                                                      Goody's                       27,435      22.4%     3/31/06         9
                                                                                    84,860      69.4%                          84860

One Main Place            Pascagoula, MS      68,566  Brunos (Food World)            4,802      69.7%     4/30/13        16
                                                      Big B/Revco                   10,064      14.7%     8/31/05         8
                                                                                    57,866      84.4%                          57866
Hollywood Video/Jiffy Lu  Franklin, TN         9,305  Hollywood Video                7,488      80.5%     8/31/12        15
                                                      Jiffy Lube                     1,817      19.5%     8/31/05        20
                                                                                     9,305     100.0%                           9305

Eckerd                    Franklin, TN        10,908  Eckerd                        10,908     100.0%    11/30/17        20    10908

Total Portfolio GLA                        1,190,731                               916,884      77.0%                    13  916,884

  No. of Properties                               18
</TABLE>


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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 113
<PAGE>

                                         CERTIFICATION OF VALUE - PORTFOLIO SALE
================================================================================

We certify that, to the best of our knowledge and belief,...

1.   The statements of fact contained in this report are true and correct.

2.   The reported analyses, opinions, and conclusions are limited only by the
     reported assumptions and limiting conditions, and are our personal,
     unbiased professional analyses, opinions, and conclusions.

3.   We have no present or prospective interest in the property that is the
     subject of this report, and we have no personal interest or bias with
     respect to the parties involved.

4.   Our compensation is not contingent upon the reporting of a predetermined
     value or direction in value that favors the cause of the client, the amount
     of the value estimate, the attainment of a stipulated result, or the
     occurrence of subsequent event.

5.   Our analyses, opinions, and conclusions were developed, and this report has
     been prepared, in conformity with the Uniform Standards of Professional
     Appraisal Practice published by the Appraisal Foundation and the Standards
     of Professional Practice of the Appraisal Institute.

6.   The use of this report is subject to the requirements of the Appraisal
     Institute relating to review by its duly authorized representatives.

7.   As of the appraisal date, James E. Lamb, MAI, has completed the
     requirements of the continuing education program of the Appraisal
     Institute.

8.   Craig A. Johnson made a personal inspection of the property that is the
     subject of this report. James E. Lamb, MAI did not inspect the subject
     property.

9.   No one provided significant professional assistance to the person(s)
     signing this report.

10.  This appraisal assignment was not based on a requested minimum specific
     valuation, or the approval of a loan.


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

(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 114
<PAGE>

                                                 CERTIFICATION OF VALUE, CONT'D.
- --------------------------------------------------------------------------------

11.  As Is Market Value of Property Assuming Portfolio Sale

     The market value of the Leased Fee interest in the subject property,
     subject to the Assumptions and Limiting Conditions stated herein,
     particularly assuming the subject is part of the defined 18 property
     portfolio sale, as of November 24, 1997 is estimated to be:

                    ONE MILLION FOUR HUNDRED THOUSAND DOLLARS
                                  ($1,400,000)



/s/ James E. Lamb, MAI                     /s/ Eugene L. Poe, Jr.

James E. Lamb, MAI                         Eugene L. Poe, Jr.
Review Appraiser                           Associate Appraiser
State Certified General Real               State Certified General Real
  Estate Appraiser                           Estate Appraiser
Licensee #CG-557                           Kentucky Temporary License #6723


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                                                       SUMMARY OF QUALIFICATIONS
                                                              JAMES E. LAMB, MAI
================================================================================

EDUCATION

Attended the University of North Alabama, Fall 1977 through Spring 1979.
Graduate of the University of Mississippi, BBA Banking and Finance, May, 1981;
MBA Finance, August, 1982.

PROFESSIONAL AFFILIATIONS

The Appraisal Institute, The Volunteer State Chapter; MAI Designation -
Certification No.8254. Continuing education completion status - through December
31, 1997

The National Association of Realtors, Member; local affiliation - Nashville
Board of Realtors.

STATE CERTIFICATIONS

State of Tennessee Certified General Real Estate Appraiser - Licensee #CG-557

ACCREDITED APPRAISAL COURSES
     THE APPRAISAL INSTITUTE:

       Course   101    Introduction to Appraising Real Property
       Course   1A-1   Real Estate Appraisal Principles
       Course   1A-2   Basic Valuation Procedures
       Course   1B-A   Capitalization Theory and Techniques, Part A
       Course   1B-B   Capitalization Theory and Techniques, Part B
       Course    2-1   Case Studies In Real Estate Valuation
       Course    2-2   Valuation Analysis and Report Writing
       Course          Standard of Professional Practice, Part A
       Course          Standard of Professional Practice, Part B
       Seminar         Hazardous Materials in Real Property
       Seminar         Persuasive Styles in Narrative Report Writing
       Seminar         Advanced Income Capitalization Overview

     OTHER

       Real Estate Principles
       Real Estate Finance
       Commercial and Investment Real Estate
       Project Seminar

PROFESSIONAL EXCHANGE TO FOREIGN COUNTRIES

Participated as a delegate of People to People International's Citizen
Ambassador Program - Real Estate Delegation to Russia and Lithuania. Discussions
focused on the privatization of real estate in these countries as they converted
real estate ownership from the government to the private sector. Issues specific
to this process included real


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                                                       SUMMARY OF QUALIFICATIONS
                                                              JAMES E. LAMB, MAI
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estate law fundamentals, real estate tax issues, real estate valuation and
attracting foreign real estate investment.

PROFESSIONAL EXPERIENCE

Appraisal experience includes retail, industrial, office, multi-family,
mixed-use land developments and special-purpose properties. Special-purpose
property assignments include hotels, manufacturing facilities, restaurants,
right-of-ways and retirement facilities. Appraisals have been utilized for
mortgage loans, eminent domain, feasibility analyses, gift and estate tax, and
corporate management decisions.

EXPERT WITNESS

Qualified as an expert witness in several real estate court cases. Court
appearances have been in Middle Tennessee, East Tennessee and West Tennessee
federal bankruptcy courts. Also, Mr. Lamb has qualified as an expert in federal
bankruptcy court in Pennsylvania (Philadelphia) and Georgia (Atlanta).

Mr. Lamb has appeared before an Administrative Judge for the State of Tennessee
State Board of Equalization.

EMPLOYMENT HISTORY

Currently employed with Huber & Lamb Appraisal Group, Inc., and is a principle
in the company. Mr. Lamb is the principle in charge of the commercial real
estate division of the company and is the managing partner of the firm.

Previously employed as Vice President and primary MAI with Dengel, Lamb & Huber
prior to purchasing the assets and operations of DLH in October 1991.

Previously employed by Crosson Dannis, Inc., a Dallas, Texas appraisal firm,
from March 1983 through June 1987 as a staff appraiser.


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<PAGE>

                                                       SUMMARY OF QUALIFICATIONS
                                                              EUGENE L. POE, JR.
================================================================================

EDUCATION:                       B.S. in Business Administration, The University
                                 of Tennessee, Knoxville, 1984. Major: General
                                 Business Minors: Finance and Accounting

                                 American Society of Appraisers course work 1987
                                 - 1993 Course RP1 Introduction to Real Property
                                 Valuation Course RP2 Real Property Valuation
                                 Methodology:
                                      Income Producing Property - Introductory
                                 Course RP3 Real Property Valuation Methodology:
                                      Income Producing Property - Advanced 
                                 Uniform Standards of Professional Appraisal
                                 Practice

PROFESSIONAL EXPERIENCE:         

January 91 - Present             ASSOCIATE APPRAISER, Huber & Lamb Appraisal
                                 Group, Inc. Nashville, Tennessee.
                                 Responsibility includes investigation and
                                 research into income producing property.
                                 Appraisal experience includes retail,
                                 industrial, office, multi-family, mixed-use
                                 land developments and special-purpose
                                 properties. Special-purpose property
                                 assignments include hotels, manufacturing
                                 facilities, restaurants, right-of-ways and
                                 retirement facilities. Appraisals are utilized
                                 for mortgage loans, eminent domain, feasibility
                                 analyses, gift and estate tax, and corporate
                                 management decisions. Education in research and
                                 development includes in depth analysis into
                                 Argus and Pro-ject financial programs as well
                                 as spreadsheet computer software. (Word
                                 Perfect, Windows, Quattro, Lotus, Misc
                                 Software)

October 86 - January 91          PROJECT MANAGER, Neiman-Ross & Associates,
                                 Inc., Nashville, Tennessee. Responsibilities
                                 with Neiman-Ross Associates included extensive
                                 research into building cost data for the
                                 preparation of detailed cost survey studies of
                                 various special use properties such as
                                 hospitals and manufacturing concerns. Developed
                                 a cost segregation computer program for company
                                 use. Achieved experience in the valuation of
                                 real estate including tax management, property
                                 tax issues and income producing property.

COMMUNITY INTERESTS:             Boy Scouts of America - Dan Beard District -
                                 Cubmaster


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<PAGE>

                      KENTUCKY REAL ESTATE APPRAISERS BOARD
                                     1996-97

Hereby grants a TEMPORARY PERMIT                                License No

To  Eugene L. Poe
    Huber and Lamb Appraisal
    109 Westpark Dr., Ste. 320
    Brentwood, TN 37027

who has complied with the provisions of Chapter 324A of the Kentucky Revised
Statutes IN WITNESS WHEREOF, we have caused the official seal to be affixed and
attested for the year shown above.

          [SEAL]                Jed Deters, Chairman
REAL ESTATE APPRAISERS BOARD    Raymond Smith, Vice Chairman    /s/ Jed Deters
  Commonwealth of Kentucky      Jennifer Cox
     Established 1990           Gene Daniels
                                James P. Daniels

                                                                Control No 6723

     This Certificate Expires Upon Completion Of Assignment


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                                                                         ADDENDA
================================================================================

CONTENTS

Exhibit 1         Lease Contract Summary
Exhibit 2         Insurance Valuation


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                                                                       EXHIBIT 1
                                                          LEASE CONTRACT SUMMARY
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(C) 1997 Huber & Lamb Appraisal Group, Inc.                             Page 121
<PAGE>

                                 HOLLYWOOD VIDEO

                                PADUCAH, KENTUCKY

                                  LEASE SUMMARY

Lessee:                  Hollywood Entertainment, dba, Hollywood
Video

Use:                     The retail rental and sale of movies, games, equipment,
                         concessions and other items related to video rental.

Square Feet Leased:      7,488

Term of Lease:           Fifteen (15) years
                         Two (2) five (5) year Options

Rent/Square              Years          1-5  :  $      16.78
                                       6-10  :  $      18.80
                                      11-15  :  $      21,05
                                 Option (1)  :  $      23.58
                                 Option (2)  :  $      26.40

                         Base Rent
                         Year           1-5  :  $ 125,649.00  per year
                                       6-10  :  $ 140,775.00  per year
                                      11-15  :  $ 157,622.00  per year
                                 Option (1)  :  $ 176,567.00  per year
                                 Option (2)  :  $ 197,711.00  per year

Expenses:                Lessee shall pay all taxes, insurance and maintenance 
                         costs.
<PAGE>

                                                                       EXHIBIT 2
                                                             INSURANCE VALUATION
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INSURANCE VALUATION

     The insurance valuation utilizes the basic cost estimates presented in the
Cost Approach. However, certain cost items must be excluded as well as the land
value estimate.

COST ITEMS EXCLUDED

1.   Basement Excavation
2.   Foundations Below Ground
3.   Piping Below Ground
4.   Architects' Fees

SOURCE:  Marshall Valuation Service, Marshall & Swift 
         Section 96, Pages 1-2

DEPRECIATION ITEMS EXCLUDED

     Given the nature and purpose of the valuation, any external obsolescence is
excluded as a depreciation item. In addition, functional incurable resulting
from basic design parameters such as the site plan/layout of the improvements is
excluded. However, functional incurable obsolescence from certain cost
components may be included. All other forms of depreciation are included.

     The cost summary for insurance valuation purposes is presented on the
following page.


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<PAGE>

INSURANCE VALUATION - COST APPROACH SUMMARY

Property:         Hollywood Video
Address:          S/s Beltline Highway, East of Bethel Street
City:             Paducah
State:            Kentucky

DIRECT COSTS                                              Marshall Valuation
                                                            Cost Estimates
Structural Improvements
Property Size             7,488 SF @  $52.79 /SF  =                 $395,266

Special Tenant Improvements*
Extraordinary Finishout   7,488 SF @  $15.00 /SF  =                 $112,320

Site Improvements
Asphalt Paving           35,000 SF @   $2.50 /SF  =   $87,500
Fence                         0 LF @  $13.00 /LF  =         0
Signage & Lighting:                                    20,000
Landscaping:                                           20,000
Site Work                                               5,000
                                                      -------
               Subtotal Site Improvements:                           132,500
                                                                    --------

               Total Direct Costs:                                  $640,086

INDIRECT COSTS

               Land Loan Interest:                    $10,502
               Lease-Up Costs:                        $44,928
               Land Loan Interest:                    $10,000
               Professional Fees:                           0
                                                      -------

               Total Indirect Costs:                                  65,430

Total Direct and Indirect Costs:                                    $705,517

Entrepreneurial Profit as % of Direct/Indirect Costs, Rd.   0%             0
                                                                    --------

Total Cost New of Improvements and Profit:                          $705,517

Less:  Accrued Depreciation (Note Recognized In Insurable Value)           0
                                                                    --------

DEPRECIATED COST OF IMPROVEMENTS:                                   $705,517

LESS: INSURANCE EXCLUSIONS
Basement Excavation*                    0.0%         $      0
Foundations Below Ground*               3.4%         $ 23,988
Architects' Fees**                      5.7%         $ 40,214
Site Work & Improvements                             $132,500
                                                     --------
Total Insurance Exclusions                                          (196,702)
                                                                    --------

Insurance Valuation by Cost Approach                                $508,815

               INSURANCE VALUE ESTIMATE, ROUNDED                    $509,000

*  SOURCE: MARSHALL VALUATION SERVICE, SECTION 96
** SOURCE: MARSHALL VALUATION SERVICE, SECTION 99



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